Agreement Of Lease

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


EXHIBIT 10.10


08/12/96
AGREEMENT OF LEASE


THIS AGREEMENT made and effective as of the 19th day of July, 1996, by and between AQUAPENN SPRING WATER COMPANY, a Pennsylvania corporation, with an address of P. O. Box 938, Milesburg, Pennsylvania, hereinafter referred to as "Lessor",


- A N D -


JOHNSON CONTROLS, INC., a corporation, with an address of 912 City Road, Manchester, Michigan, hereinafter referred to as "Lessee" or "Tenant".


WITNESSETH:


1. Premises. The Lessor, for and in consideration of the payment of the rent and the performance of the covenants and agreements of this Lease as hereinafter set forth, does hereby demise, lease, and let unto the Lessee and Lessee leases from Lessor, 30,000 square feet of floor space located in the Lessor's Milesburg plant as more fully shown on the Plan attached hereto marked Exhibit "A", which is hereinafter referred to as the Demised Premises.


2. Term. The Lease term shall commence on December 1, 1996 or two (2) weeks after Lessor notifies Lessee the building is ready for occupancy (the "Commencement Date"), and shall continue until March 31, 2001 (the "Initial Term").


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


3. Rent. The rent for the Demised Premises during the Initial Term of this Lease shall be [ ] on an annual basis equaling a minimum annual amount of [ ] Dollars payable in equal installments of [ ] Dollars per month. All rents to be paid pursuant to this Lease shall be paid in monthly installments, in advance, on or before the fifth (5th) day of each calendar month. If the Commencement Date is not the first day of a calendar month, the first and last months' rent shall be prorated on a daily basis.


4. Use. The Demised Premises shall be utilized for Lessee to establish an on-site blowing operation for the production of Lessor's water bottle requirements, including the procurement and set up of tooling for such production, in accordance with the letter of understanding between Lessor and Lessee attached hereto marked Exhibit "B". It is understood that Lessee may blow bottles for Lessee's other customers, provided Lessee has met Lessor's production requirements set forth in Exhibit "B". Lessee shall at its own cost and expense obtain any and all licenses and permits for any such use. Lessee shall comply with all valid governmental laws, ordinances and regulations applicable to such use of the Demised Premises and shall promptly comply with valid governmental orders and directives for the correction, prevention and abatement of any nuisances in or upon or connected with the Demised Premises. Lessee shall not perform any acts or carry on or permit to exist any practices that may unreasonably injure the building or its contents or be an unlawful nuisance or menace to the occupants of adjacent areas or render the insurance on the building in which the Demised Premises is located void or the insurance risk more hazardous than the risk for the permitted usage.


2 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


5. Taxes and Assessments. In addition to the rents provided for herein, Lessee, for the term of this Lease, shall reimburse Lessor for all real estate taxes and Lessee's percentage share of the cost of any special assessment or similar charge levied against the Demised Premises by any taxing authority (an "Imposition"). Any such costs shall be amortized over their useful lives, as determined by Lessor in accordance with generally accepted accounting principles and only the annual amortization amount shall be payable by Lessee in any calendar year. If, by law, any Imposition is payable, or may at the option of the taxpayer be paid in installments, Lessee may pay the same, together with any accrued interest on the unpaid balance of the Imposition, in installments, as the same respectively become due and payable, before a fine, penalty, interest or cost may be added thereto for nonpayment thereof. Lessee shall reimburse Lessor for such payments subject to amortization provisions herein. Further, if any Imposition relating to a fiscal period of a taxing authority, a part of which period is included within the term hereof, any part of which is included in the period of time either prior to the Commencement Date or the end of the term hereof, then such Imposition shall be adjusted between Lessor and Lessee as of the Commencement Date or the end of the term hereof, as the case may be. Lessee shall not be required to pay any taxes imposed upon the income, receipts or profits of Lessor. Lessee shall have the right to contest the amount or validity of any Imposition by appropriate legal proceedings; provided, however, that this right shall not relieve, modify or extend the


3 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


Lessee's obligation to pay such Imposition at the time and in the manner provided in the preceding paragraph.


6. Alterations. Lessee shall have the right to make alterations, additions or improvements to the Demised Premises which do not adversely affect the structural soundness or integrity of the building and without being obligated for the payment of any additional rent, provided that Lessee shall obtain Lessor's prior written approval of such alterations, additions and improvements which approval shall not be unreasonably withheld. The cost of all leasehold improvements will be the responsibility of the Lessee. If requested by Lessee, Lessor agrees to execute any and all documents necessary to enable Lessee to apply for building permits, zoning approvals and any other approval required of any municipality or governmental unit having jurisdiction over the Demised Premises or the building or improvements to be erected thereon, provided that Lessee pays all expenses in connection therewith. Upon termination of this Lease, all alterations, additions or improvements to the Demised Premises which are not removed by the Lessee pursuant to Section 14 hereof, upon such termination will become the property of Lessor unless otherwise specified in writing by Lessee and Lessor.


7. Utilities. Lessee shall be responsible for and shall pay, when the same is due and payable, all utilities desired by Lessee in the use of the Demised Premises or in the construction of any improvements on the Demised Premises and the subsequent utilization thereof including, but not limited to, gas, water, electricity, heat, telephone, sewage and trash removal utilized in the Demised Premises.


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


8. Insurance. During the term of this Lease, Lessee shall, at its own cost and expense, maintain comprehensive general public liability insurance with respect to the Demised Premises and Lessee's use thereof in at least the following amounts:


a. With respect to personal injuries (including death) [ ] for
any one occurrence.


b. With respect to property damage [ ] in any one occurrence.


With respect to the foregoing policies of insurance, Lessor shall be designated as an additional insured with respect to liability arising out of the operations performed by Lessee, but only to the extent of damages directly caused by the negligence of Lessee. All insurance required to be provided by Lessee under this Lease shall be issued by insurance companies authorized to do business in the Commonwealth of Pennsylvania with a financial rating of at least A- or better as rated in the most recent edition of Best's Insurance Reports. All policies of insurance required under this Section 8 shall provide that notice shall be given by the insurance company to Lessor and Lessee at least ten (10) days prior to any termination or cancellation of such policy. Lessee shall provide Lessor with copies of certificates of insurance, or other written evidence of insurance reasonably satisfactory to Lessor, for the initial insured period and each renewal period for the entire term of this Lease. In addition, Lessee shall provide or cause to be provided workers compensation coverage for all employees of Lessee on the Demised Premises and obtain certificates of insurance from all agents or subcontractors of Lessee indicating workers' compensation coverage. During the term of this Lease, the Lessee shall carry insurance coverage on its personal property and


5 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


improvements located on the Demised Premises, in amounts as shall be satisfactory to Lessee.


9. Maintenance, Repairs and Replacement. Lessor shall be responsible and obligated only for replacement of the roof and structural parts of the buildings on the Demised Premises, including, but not limited to, foundation, load-bearing and exterior walls. Lessee shall keep the Demised Premises and fixtures therein in good order and condition and perform all maintenance, repairs and replacements necessary to maintain the good condition of the Premises, including, but not limited to, maintenance, repair and replacement, if needed, of the HVAC system servicing the Demised Premises. However, Lessee's expenses for repair and replacement shall not exceed Five Hundred and 00/100 ($500.00) Dollars per year, except if such repairs and replacements are necessitated by Lessee's negligence, whereupon such repairs and replacements shall be Lessee's sole responsibility.


10. Assignment. Lessee shall not sublease or assign its rights and obligations under this Lease or any part of the Demised Premises without first obtaining Lessor's written consent. Lessor shall have the right to assign any or all of its interest under this Lease, whether incident to a sale of the real estate or otherwise; provided that any such assignment or sale shall bind the assignee or purchaser to the terms of this Lease.


11. Personal Property. Lessee understands and agrees that all personal property of every kind or description which may at any time be in the Demised Premises shall be there at Lessee's sole risk or at the risk of those claiming under the Lessee and the Lessor shall not be liable for any damage to said property except as may result from and be caused by the


6 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


gross negligence or wilful misconduct of Lessor, its agents or employees. It shall be Lessee's responsibility to take whatever measures it deems necessary and appropriate to secure and protect its personal property situate in the Demised Property.


12. Condition of Premises. Lessee covenants and agrees to deliver up and surrender to lessor possession of the Demised Premises upon the expiration of this Lease or its termination as herein provided in as good condition and repair as the same shall be at the commencement of said term or may have been put by the Lessor during the continuance thereof, ordinary wear and tear and condemnation or casualty excepted. It is agreed by the parties that acceptance of delivery of the Demised Premises shall be deemed conclusive evidence that Demised Premises were in good order and conditions at the commencement of the term of this Lease; provided, however, that Lessee and Lessor shall before the execution of this Lease, jointly inspect the Demised Premises to be leased and shall list and, at Lessee's option and expense, photograph any defects in the Demised Premises which have been agreed shall not be Lessee's responsibility upon the expiration or sooner termination of this Lease. Said list of defects, if any, shall be attached hereto marked Exhibit "C".


13. Inspection. Lessee further agrees to permit the Lessor or Lessor's agents to inspect or examine the Demised Premises at any reasonable time during ordinary business hours and upon one (1) business day's prior notice to Lessee and to permit the Lessor to make such repairs to the building of which the Demised Premises are a part as the lessor may determine desirable or necessary to comply with its obligations hereunder. Lessee further agrees to cooperate with Lessor in making appropriate arrangements to provide for a means of immediate emergency entrance into


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


the Demised Premises in the event of fire, mechanical or electrical breakdown or similar events.


14. Removal of Lessee's Property. Lessee shall have the right, at its sole cost and expense, to erect, install, maintain and operate on the Demised Premises such equipment as Lessee may require in its sole discretion and such shall remain the property of Lessee. All such installations shall be effected in compliance with applicable governmental laws, ordinances and regulations. At any time during the term of this Lease and at the time of the expiration or sooner termination hereof, provided all rents and other charges are paid in full, Lessee shall have the right to remove, at its expense, any improvements, fixtures, machinery or equipment upon the expiration or termination of this Lease, if such removal shall not create substa ...