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Warehouse space Lease Made this _________ day of _________[year], by and between _________ CORPORATION, a Delaware corporation, having its principal office at _________ Center, _________ Street, _________, _________ Lessor, and _________ CORPORATION, a Delaware corporation, having its principal office at _________ Drive, _________, _________, Lessee. WITNESSES: That Lessor, for and in consideration of the rents to be paid and of the covenants and agreements herein mentioned to be performed by Lessee, does hereby lease and demise to Lessee, and Lessee does hereby lease from Lessor, the areas herein described situated in _________, _________, upon the following terms and conditions: 1. DESCRIPTION OF LEASED AREAS: The within Lease covers and includes approximately 30,600 square feet in Lessor's _________ Warehouse building situated in _________, _________, consisting of a storage area with railroad dock of approximately 25,000 square feet and a staging area of approximately 5,600 square feet, which area is described on a drawing attached hereto, made a part hereof and marked Exhibit 8-A (the "Premises"). Lessor, at its own expense, shall install additional Cyclone or similar type fencing so as to surround the perimeter of the Premises, together with gates as shown in Exhibit 8-A. 2. USE BY LESSEE OF THE PREMISES: The Premises shall be used by Lessee for the storage of tin mill products destined for the _________ Can Company plant adjacent to the Premises in _________, _________, provided such use does not diminish the value of the Premises or constitute a nuisance, ordinary wear and tear excepted. If at any time during the term of this Lease, Lessee receives notice that its use of the Premises in compliance with all of the provisions of this Lease is prohibited by any local, state or federal law, Lessee shall immediately notify Lessor thereof. Thereafter, if Lessee is unable to remove the prohibition after making reasonable efforts to do so, Lessee may terminate this Lease upon at least 30 days written notice of termination from Lessee to Lessor. 3. OCCUPANCY: Lessee shall be entitled to begin occupancy of the Premises as of the effective date of this Lease. 4. RENT: Lessee shall pay to Lessor as monthly base rent for the Premises the sum of $_____, monthly rent to be paid commencing as of the first day of the term of this Lease. Such monthly rent shall be paid in advance on or before the tenth day of each calendar month. Any rental payment made in respect of a period of less than one month shall be prorated. Lessee shall pay as additional rent hereunder 50% of all real estate taxes, assessments, sewer rents, water rates and charges, and other governmental charges of any kind and nature whatever allocable to the _________ Warehouse building, this percentage being based upon the approximate ratio of the total interior building space which Lessee is entitled to occupy to the total usable building space in Lessor's _________ Warehouse building; provided, however, that Lessee shall not be required to pay any increases in its share of taxes which are attributable to improvements which may be made by Lessor to other parts of Lessor's building. Lessee shall reimburse Lessor on the same basis for the portion of Lessor's premiums for fire and extended coverage insurance and any other charges paid by Lessor and properly allocable to the Premises or to Lessee's occupancy thereof. Lessee shall also pay as additional rent, those amounts to be paid by Lessee to Lessor in connection with the movement of materials, as set forth in Section 9 (Rights of Ingress and Egress and Movement of Materials) hereof. All additional rent for the charges shall be paid when due rather than on a monthly basis. 5. TERM: The initial term of this Lease shall be for a period of 5 years, commencing on _________[year], and ending on _________[year]. Lessee, at its option, may extend the term of this Lease for an additional 5 years upon the same terms and conditions as herein contained by serving notice upon Lessor at least one year prior to the expiration of the initial term; provided, however, that the monthly base rent for the Premises during the extended term shall be a fair market value rent to be negotiated in good faith by the parties hereto; provided further, however, that in the event Lessor elects not to extend the term of the lease between _________ Can Company and Lessor dated _________[year], covering the _________ Warehouse building and the land upon which it is erected ("the _________ Can Company Lease", a true and correct copy of which is attached hereto as Exhibit 8-B) beyond _________[year], then Lessor agrees to notify Lessee prior to _________[year], of such election not to extend the _________ Can Company Lease, and this Lease shall likewise terminate as of _________[year]. 6. QUIET ENJOYMENT: Provided that Lessee complies with all of its obligations under this Lease, Lessor shall not interfere with the peaceful and quiet occupation and enjoyment of the Premises by Lessee during the term. 7. CONDITION OF PREMISES: The Premises are leased to Lessee in their present physical condition and state of title (including, without limitation, matters of survey and zoning, building and other laws, regulations and restrictions now and hereafter in effect), and Lessor makes no representation or warranty with respect thereto. 8. ADDITIONAL OBLIGATIONS OF LESSEE: Lessee will, at its expense: (a) comply with all existing and future federal, state, and county and local statutes, laws, enactments, ordinances, rules, regulations, orders and other governmental requirements ("Governmental Requirements") applicable to Lessee's use or occupancy of the Premises, including, but not limited to, workmen's compensation laws and the Occupational Safety and Health Act of 1970 and all Governmental Requirements issued thereunder, and hold harmless, indemnify and defend Lessor from and against any claims, actions, damages, losses, costs and expenses, including reasonable attorneys' fees, made against or sustained by Lessor as a result of Lessee's failure to comply with any Governmental Requirements; (b) be responsible for and protect itself against all risk of loss or damage by fire or other casualty to its own property and material and any other property and material used by it or under its control on the Premises; (c) secure and maintain a comprehensive general liability insurance policy covering against claims for bodily injury, death or property damage occurring on, in or about the Premises and the adjoining property, streets, sidewalks and passageways or by reason of the existence, ownership, use, occupancy or maintenance thereof, in amounts as would be maintained by a prudent owner of similar property but in no event less than $_____,000,000 for bodily injury or death to any one person, $_____,000,000 for bodily injury or death in any one accident, and $_____,000,000 per occurrence for property damage, such insurance to include contractual liability coverage for liabilities assumed by Lessee under this Lease and to include an additional insured endorsement making Lessor an additional insured thereunder in accordance with Section 17 hereof; (d) prior to the effective date of this Lease, secure and deliver to Lessor Certificates of Insurance evidencing all insurance coverage required under this Lease, and including a provision that at least 30 days advance written notice will be given to Lessor prior to cancellation, termination, or any alteration of the policy or policies evidenced by such Certificate; (e) keep and maintain the Premises in a safe and sanitary condition, and provide all labor, services and supplies which may be required in connection with the operation and maintenance of the Premises in a safe and sanitary condition; and (f) pay all taxes which may be levied upon or assessed against all of Lessee's property and material and any other property and material used by Lessee or under its control on the Premises. 9. RIGHTS OF INGRESS AND EGRESS AND MOVEMENT OF MATERIALS: 9.1. Lessor agrees to make available to Lessee rights of ingress to and egress from the Premises by means of a driveway and parking lot, as well as access by rail to the railroad dock contained in the Premises for the purpose of unloading tin mill products for storage in the Premises, all as shown on Exhibit 8-A hereto. 9.2. _________ Can Company currently provides to Lessor the services of an employee for the purpose of unloading products at the truck and railroad docks, moving products inside the storage area, delivering products to the staging area and keeping records of products so received and so delivered. _________ Can Company presently charges Lessor for the cost of providing such service. Lessor presently provides the equipment used by such employee to provide such services and Lessor hereby covenants and agrees to continue to provide such equipment for the term of this Lease so long as the Lessor continues to use the _________ Warehouse building in such a way that such equipment is required. Lessor agrees to permit such employee to provide such services for both Lessor and Lessee. Lessee shall pay to Lessor, as additional rent each month, a certain fraction (to be calculated using the formula described below) of the sum of (a) the amount which _________ Can Company charges Lessor for the services of such employee, and (b) $_____, the latter representing the value of Lessor's providing and maintaining the equipment used by such employee in providing such services so long as such equipment is provided. Such fraction shall be calculated for each such month as follows: (a) the numerator of the fraction shall be the sum of (i) the tonnage of tin mill products unloaded at the truck docks for Lessee, and (ii) two (2) times the tonnage of tin mill products unloaded at the railroad dock for Lessee, during such month; and (b) the denominator of the fraction shall be the sum of (i) the tonnage of tin mill products unloaded at the truck docks for both Lessor and Lessee, and (ii) 2 times the tonnage of tin mill products unloaded at the railroad dock for both Lessor and Lessee, during such month. Such employee shall keep and maintain records necessary to make such calculation. After Lessor shall have received the invoice from _________ Can Company for the services of such employee and the requisite information to calculate the aforesaid fraction, Lessor shall calculate the amount to be paid by Lessee for such services and invoice Lessee for such amount. Lessee shall pay to Lessor as additional rent such invoiced amount within 30 days after receipt of such invoice. 9.3. Lessor shall not be liable for any losses, damages or expenses, whether direct, incidental or consequential, arising from the acts or omissions of such employee of _________ Can Company or arising from the unavailability or the improper functioning of the equipment provided in accordance with Section 9.2. 9.4. Lessor agrees to make available to _________ Can Company reasonable access through the inside of Lessor's building in which the Premises are located to the truck loading docks, as shown on Exhibit 8-A hereto, for the purpose of permitting the employee of _________ Can Company described in Section 9.2 above to unload tin mill products of Lessee for storage in the Premises. 9.5. Lessee agrees to make available to _________ Can Company reasonable access through Lessee's staging area portion of the Premises, as shown in Exhibit 8-A hereto, for the purpose of permitting the employee of _________ Can Company described in Section 9.2 above to move tin mill products from Lessor's staging area to _________ Can Company. 10. EASEMENTS: Lessor reserves the right to grant such easements on, over, under and through, and to cause such improvements to be made upon the Premises as Lessor may deem necessary for the service or benefit of the Premises, including, but not restricted to, power, gas, telephone, water and storm and sanitary sewers; provided, however, that no easements shall be granted or improvements made which will unreasonably interfere with the use by Lessee of the Premises. Lessor shall not be liable for inconvenience, annoyance, disturbance, loss of business or other damages of Lessee or other losses, damages or claims by Lessee by reason of such easements or improvements, and the obligations of Lessee under this Lease shall not be affected thereby. Lessor shall give Lessee prior notice of any work to be performed upon the Premises in connection with such easements or improvements and such work shall be accomplished so as to attempt to minimize any effect upon Lessee's use of the Premises while it is being performed. 11. REAL ESTATE TAX ASSESSMENT APPEALS: Lessor shall furnish Lessee copies of all notices which may affect the valuation of the Premises for general real estate tax purposes or which may affect the levy or assessment of general real estate taxes thereon. In the event Lessor elects not to do so, Lessee may contest the amount or validity of any valuation for general real estate tax purposes or of any levy or assessment of any general real estate taxes in appropriate legal proceedings either in the name of Lessee or the name of Lessor or in the names of both; provided, however, that Lessee's right to do so shall be subject to the terms and conditions of the _________ Can Company Lease and whatever consent or approval which might be required thereunder from _________ Can Company. Lessor, upon reasonable notice and request by Lessee, shall join in any such proceeding, but Lessor shall not be subject to any liability for the payment of any real estate levies assumed by Lessee herein, or any other costs or expenses in connection with any proceeding brought by Lessee, and Lessee hereby covenants to indemnify and hold harmless Lessor from any such liabilities, costs or expenses. Lessor shall cooperate with Lessee in any such contest or proceeding and execute any documents or pleadings required for such purpose, provided Lessor shall reasonably be satisfied that the facts and data set forth in such documents or pleadings are accurate. 12. WAIVER OF SUBROGATION RIGHTS: It is agreed that neither party to this Lease shall be liable to the other party for any property loss, damage or claims therefor to the extent of the insurance proceeds received for such loss, damage or claims by the other party. This agreement constitutes a waiver of any and all claims for, and a complete release of, all such liability to the extent of such insurance proceeds, and a waiver of all rights of subrogation of the insurance carriers under the insurance policies of the respective parties with respect to such claims and liability. In the event that any circumstances arise which result in a conflict between the provisions of this Section 12 and the provisions of Section 17 (Liability Insurance for Lessor) below, the provisions of this Section 12 shall govern and control. 13. MAINTENANCE: During the term of this Lease, Lessee shall keep and maintain the Premises in as good order and repair as they are on the date of occupancy, reasonable wear and tear excepted; provided, however, that Lessor shall be responsible for any necessary repairs to the basic structure of Lessor's building, i.e., the foundation, building supports, exterior walls and roof, excluding, however, any repairs which must be made to areas of such basic structure modified for Lessee, and further excluding any repairs to such basic structure made necessary by damages caused by any acts or omissions of Lessee, its employees or agents. All such excluded repairs to the basic structure must be made by Lessee. Structural repairs shall be deemed to be needed when failure to make the same will result in a potential or actual hazard to persons or property and/or impair the use or occupancy of the leased areas by Lessee. If either party fails to make the necessary repairs for which such party is responsible hereunder within 30 days of notice from the other party that such repairs are needed, or within a longer period of time as may be reasonable under the circumstances, the other party may make or cause to be made such repairs, and bill the responsible party for the same. Payment shall be due upon receipt by the responsible party of such bill. 14. LESSOR'S RIGHT OF INSPECTION: Lessor shall have the right, at any time during reasonable business hours, to inspect the Premises and Lessee will conform in all respects with all of Lessor's reasonable recommendations with respect to: (a) proper maintenance of the Premises and good housekeeping; (b) all portable fire protection equipment; (c) all plant rules and regulations of Lessor as to safety and conduct of employees and business guests of Lessee while on that portion of the area which is occupied or used by Lessor; and (d) Lessee's compliance with all its other obligations under the terms of this Lease. 15. ENVIRONMENTAL REQUIREMENTS: Lessee agrees to comply with all present and future statutes, laws, ordinances, enactments, rules, regulations, orders, decrees, directives, mandates or other similar requirements of any federal, state or local government, court or public authority prohibiting, regulating or otherwise relating to environmental pollution and environmental control of any kind, including, but not limited to, air pollution, water pollution, noise pollution, solid waste pollution, toxic substance control (Environmental Requirements), including, but not limited to, Environmental Requirements under the Federal Water Pollution Control Act, as amended, the Federal Clean Air Act, as amended, the Resource Conservation & Recovery Act, the Noise Control Act, and the Toxic Substances Control Act, which are applicable to or arise out of or in connection with Lessee's use or occupancy of the Premises. Lessee further agrees to establish or continue a program to assure that all present and future Environmental Requirements shall be monitored and met. Lessee will comply with such Environmental Requirements at its sole cost and expense and will hold harmless, indemnify and defend Lessor from and against any claims, suits, damages, losses, costs and expenses, including reasonable attorneys' fees, made against or sustained by Lessor as a result of Lessee's failure to comply with any Environmental Requirements. 16. INDEMNIFICATION BY LESSEE OF LESSOR: Lessee will indemnify, defend and hold harmless Lessor from and against any and all claims, actions, losses, liabilities, costs and expenses, including reasonable attorneys' fees, resulting from injury (including death) to the person or damage to or loss of the property of anyone (including Lessor and Lessee and employees of Lessor and Lessee) arising out of or in connection with occupancy or use by Lessee, its employees, agents, contractors or business guests of the Premises, any adjacent areas and any other property of Lessor, whether such claims, actions, damages, losses and liabilities are based upon or result in whole or in part from the active or passive negligence of Lessor, its employees or agents, or Lessor's strict liability in tort, breach of warranty, breach of contract or any other basis or cause or whatsoever whereby Lessor might be liable. 17. LIABILITY INSURANCE FOR LESSOR: Lessee shall make Lessor an additional insured under Lessee's comprehensive general liability insurance policies applicable to the Premises by means of an additional insured endorsement, a copy of which shall be furnished to Lessor, so that to the extent of such insurance coverage, Lessor is defended from and insured against any and all claims, actions, losses, liabilities, costs and expenses, resulting from injury (including death) to the person or damage to or loss of the property of anyone (including employees of Lessee) arising out of or in connection with occupancy or use by Lessee, its employees, agents, contractors or business guests of the Premises, any adjacent areas and any other property of Lessor. Such additional insured endorsement shall provide that the insurance afforded for Lessor is primary and any other valid and collectible insurance available to Lessor shall be excess. The insurance afforded for Lessor shall not be cancelled or reduced unless the insurer gives 30 days written notice thereof to Lessor. 18. ALTERATIONS AND ADDITIONS: Lessee may not make any alterations or additions to the Premises without the prior written consent of Lessor, which consent shall not be unreasonably withheld; provided, however, that Lessee may make additions to or alterations of the Premises of a nonstructural nature which do not result in a decrease in the fair market value of the Premises (i) without the consent of Lessor if any such addition or alteration costs less than $1,000, and (ii) without the consent of Lessor but with the consent of _________ Can Company if any such addition or alteration costs more than $1,000 but less than $10,000. 19. SURRENDER AND REMOVAL AT END OF TERM: Upon expiration or earlier termination of this Lease for any reason whatever, Lessee shall surrender the Premises, including all improvements thereto, and all plumbing, electrical, heating, air conditioning and other equipment and all fixtures, in good repair and condition, reasonable wear and tear excepted, broom clean and free of Lessee's removable property. If Lessee shall fail to remove its property, or any part thereof, within 90 days after such termination, Lessor shall have the right to remove and store the same, and make any repairs caused by such removal, at the expense of Lessee. 20. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY: In the event the Premises is destroyed by fire or other casualty or damaged by such cause to the extent that the Premises are not rebuilt or restored in accordance with Article XIII, Section 3 of the _________ Can Company Lease and _________ Can Company Lease is terminated, then this Lease shall terminate as of the effective date of termination of the _________ Can Company Lease, and Lessor shall give Lessee at least 30 days' written notice of such termination; otherwise, Lessor shall rebuild or restore the Premises promptly and with reasonable diligence, and Lessee shall be entitled to a pro rata abatement of rent for the period required to rebuild or restore the Premises to the extent that the Premises are unusable. 21. CONDEMNATION: If the Premises or any necessary and substantial part thereof is taken by eminent domain, this Lease shall terminate on the date of such taking and the rent shall be apportioned as of that date. In any taking or condemnation proceedings, Lessee shall have the right to be a party and to lodge a claim against the condemning authority for any award it may be allowed at law, including, without limitation, an award for its trade fixtures, business and personal property and moving and relocation expenses; provided, however, that nothing herein shall entitle Lessee to any share in the award which Lessor would be entitled to receive if the Premises had never been subject to this Lease. Lessor shall promptly notify Lessee of any actual or contemplated taking of which it has knowledge. 22. TERMINATION: In the event of any breach of this Lease or of any provision hereof by either party, which breach is not remedied within 30 days after written notice thereof by the other party, such other party may terminate this Lease by giving at least 30 days notice of termination in writing to the party in breach, but any such termination shall not relieve either party of any obligations which accrued prior to such termination. 23. LESSOR'S STATUTORY RIGHTS: Nothing herein contained shall restrict or limit any rights or remedies which Lessor has or shall have under the laws of the State of _________ now or hereafter in effect. 24. NOTICES: Any notice which may be required or permitted to be given under any provisions of this Lease shall be deemed to have been effectively given and received upon deposit in the United States registered or certified mail, postage prepaid, addressed as follows: If to Lessee: _________ with a copy to: _________. If to Lessor: _________ with a copy to: _________. Either party may change its address for purposes of this provision by giving written notice of such change in the manner above provided. 25. LIENS: 25.1. Lessee shall not suffer or permit any mechanic's, laborer's or materialman's lien to stand against the Premises or any part thereof, or against the interest of Lessee in the Premises, by reason of any work, labor, services or materials done for or supplied to or claimed to have been done for or supplied to Lessee or anyone holding the Premises or any part thereof through or under Lessee. If any such lien shall at any time be filed, Lessee shall cause the same to be discharged or bonded of record within 30 days after Lessee shall have learned of the same, by either payment, deposit, or bond; provided, however, that such discharge or bonding of record must be sufficient (a) to permit Lessor to obtain title insurance with no exception for such lien and (b) to prevent the holder of the lien from causing a sale, foreclosure or other title divestiture with respect to the Premises or any portion thereof. If Lessee shall fail so to discharge or bond any such lien within such 30-day period, then, in addition to any other right or remedy of Lessor, Lessor may, but shall not be obligated to, procure the discharge of the same either by paying the amount claimed to be due by deposit or bonding, or Lessor shall be entitled, if it so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances. Any amount paid or deposited by Lessor for any of the aforesaid purposes, and all costs and other expenses of Lessor, including reasonable counsel fees, in defending any such action or in procuring the discharge of such lien, with all necessary disbursements in connection therewith, together with the late charge from the date of payment or deposit by Lessor, shall be payable by Lessee to Lessor as additional rent within 5 days of demand therefor. 25.2. Nothing in this Lease shall be deemed to be the consent or request of Lessor, expressed or implied, for the performance of any labor or the furnishing of any materials for any construction, alteration, restoration or repair of, to or on the Premises or any part thereof, nor as giving Lessee any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials which give rise to any lien against Lessor's interest in the Premises. Lessor shall have the right to post and keep posted at all times on the Premises any notices which Lessor shall deem appropriate for the protection of Lessor and the Premises from any such lien. 26. ASSIGNABILITY: This lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but Lessee shall have no right to assign this Lease or to sublet the Premises, or any part thereof, either voluntarily or by operation of law, without the prior written consent of Lessor. 27. FORCE MAJEURE: Neither Lessor nor Lessee shall be responsible for delay or failure of performance of any of its obligations under this Lease caused in whole or in part by: Acts of God, wars, riots, fires, explosions, breakdowns or accidents; strikes, lockouts or other labor difficulties; lack or shortages of labor, materials, utilities, energy sources, compliance with governmental rules, regulations or other governmental requirements; any other like causes; or any other unlike causes beyond the control of the party whose performance is affected thereby. The foregoing shall be in addition to and not in limitation of any excuses for nonperformance available to the party whose performance is affected under any applicable law. The party whose performance is so affected shall make all reasonable efforts to remove such disability as soon as possible, except for labor disputes which shall be solely within such party's discretion. 28. INTEGRATION: This Lease sets forth the entire agreement and understanding between the parties as to the subject matter of this Lease and any and all prior or contemporaneous proposals, negotiations, agreements, commitments and representations, oral or written, are merged herein. This Lease may not be modified or amended except by means of a writing duly executed by the parties subsequent to the date hereof which states that it is intended to amend this Lease. 29. CONSENT OF CAN COMPANY: If this Lease or any provision thereof shall require the approval or consent of _________ Can Company, the validity and enforceability of this Lease shall be conditional upon obtaining such consent or approval. Lessor and Lessee agree to use all reasonable efforts to obtain any such consent or approval from _________ Can Company. 30. CAN COMPANY LEASE: Lessee agrees that it will not commit any act or omission which would cause Lessor to be in breach of or to come into default under the terms and conditions of the _________ Can Company Lease. Lessor agrees that it will not commit any act or omission which would cause it to be in breach of or to come into default under the terms and conditions of the _________ Can Company Lease. Lessor agrees that it will not enter into any amendment to the _________ Can Company Lease which would affect the rights of Lessee under this Lease without the prior written consent of Lessee. 31. MISCELLANEOUS: Each provision hereof shall be separate and independent and if any provision hereof or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, as the case may be, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the extent permitted by law. All provisions contained in this Lease shall be binding upon, injure to the benefit of and be enforceable by, the respective successors and assigns of Lessor and Lessee to the same extent as if each such successor and assign were named as a party hereto. No waiver of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach of the same or any other provision. 32. CAPTIONS: The captions set forth at the beginning of each of the numbered paragraphs of this Lease are intended for purposes of reference only and are of no legal force and effect. In witness whereof, the parties hereto have executed this Lease, in duplicate, by their respective duly authorized officers as of the day and year first above written.
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