Exhibit 10.11


 


 


 


AMENDED
AND RESTATED LEASE AGREEMENT


BY
AND BETWEEN RONALD C. WORNICK, AS LANDLORD,


AND
SHELF STABLE FOODS, INC., AS TENANT


 


TABLE OF CONTENTS


 


	
  Section 1.

  	
  Certain Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Leased Premises

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Term of Lease

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Rental

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Use of Premises

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Operation of Business

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Care of Leased Premises

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Fixtures

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Insurance

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Indemnification

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Mutual Waiver of
  Subrogation

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 12.

  	
  Assignment,
  Mortgage and Subleasing

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 13.

  	
  Net Lease

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 14.

  	
  Casualty Damage

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 15.

  	
  Risk of Loss

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 16.

  	
  Default of Tenant

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 17.

  	
  Condemnation

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 18.

  	
  Taxes and Assessments

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 19.

  	
  Tenant’s
  Compliance with Laws and Indemnification

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 20.

  	
  CPI Rent Adjustments

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 21.

  	
  Waiver

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 22.

  	
  Construction of Lease

  	
  17

  



 


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  Section 23.

  	
  Prohibition Against Liens

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 24.

  	
  Holding Over and Successors

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 25.

  	
  Miscellaneous

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 26.

  	
  Right of First Refusal

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 27.

  	
  Purchase
  of the Leased Property in the Event of Damage or Condemnation

  	
  22

  



 


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AMENDED AND RESTATED LEASE AGREEMENT


 


	
  THE STATE OF OHIO

  	
  )

  	
   

  
	
   

  	
  :

  	
  KNOW ALL MEN BY THESE
  PRESENTS:

  
	
  COUNTY OF HAMILTON

  	
  )

  	
   

  



 


The Lease
Agreement effective December 30, 1994, between RONALD C. WORNICK, as
“LANDLORD”, and SHELF STABLE FOODS, INC., an Ohio corporation, as “TENANT” is
amended and restated in its entirety by this Amended and Restated Lease
Agreement (this “Lease”) as follows:


 


WITNESSETH:


 


Section 1.                                          Certain
Definitions.


 


Each of the terms
set forth below shall have the meaning set forth opposite such term:


 


a.                                       Land:  The real property located in Blue Ash, Hamilton
County, Ohio, described on the attached Exhibit “A”.


 


b.                                      Improvements:  The improvements located on the Land.


 


c.                                       Leased
Premises:  The Land and
Improvements.


 


d.                                      CPI:  The Consumer Price Index for All Urban
Consumers, All Items (Base year 1982 - 1984 = 100) published by the United
States Department of Labor, Bureau of Labor Statistics. If the Bureau of Labor
Statistics substantially revises the manner in which the CPI is determined, an
adjustment shall be made in the revised index which would produce results
equivalent, as nearly as possible, to those which would be obtained hereunder
if the CPI were not so revised. If the 1982 - 1984 average shall no longer be
used as an Index of 100, such change shall constitute a substantial revision.  If the CPI becomes unavailable to the public
because publication is discontinued, or otherwise, LANDLORD shall substitute
therefor a comparable index based upon changes in the cost of living or
purchasing power of the consumer dollar published by a governmental agency,
major bank, other financial institution, university or recognized financial
publisher. Under no circumstances shall a decrease in the CPI ever reduce the
monthly rent or give rise to a credit in favor of TENANT.


 


e.                                       CPI
Rent Adjustment and CPI Rent Adjustment Dates:  The CPI Rent Adjustment shall take place on the following dates:


 

















 


(1)                                  January 1,
l998 — “First Rent Adjustment Date”


(2)                                  January 1,
200l — “Second Rent Adjustment Date”


(3)                                  January 1,
2004 — “Third Rent Adjustment Date”


(4)                                  January 1,
2007 — “Fourth Rent Adjustment Date”


 


f.                                         Fair
Market Value or Fair Market Value Purchase Price:  “Fair Market Value” and “Fair Market Purchase Price” shall be
determined by appraisal as set forth in this paragraph. In the event that it
becomes necessary to determine the Fair Market Value or Fair Market Value
Purchase Price of the Leased Premises for any purpose of this Lease, the party
required or permitted to give notice of such required determination shall
include in the notice the name of a person selected to act as an appraiser on
its behalf. Within ten (10) days after receipt of any such notice, LANDLORD (or
TENANT, as the case may be) shall by notice to TENANT (or LANDLORD, as the case
may be) appoint a second person as an appraiser on its behalf. The appraisers
thus appointed (each of whom must be a member of the American Institute of Real
Estate Appraisers or any successor organization thereto), within forty-five
(45) days after the date of the notice appointing the first appraiser, shall
proceed to appraise the Leased Premises to determine the Fair Market Value or
Fair Market Value Purchase Price thereof as of the relevant date (giving effect
to the impact, if any, of inflation or deflation from the date of their
decision to the relevant date); provided, however, that if only one appraiser
shall have been so appointed, or if two appraisers shall have been so appointed
but only one such appraiser shall have made such determination within fifty
(50) days after the making of TENANT’s or LANDLORD’s request, then the
determination of such appraiser shall be final and binding upon the parties. If
two appraisers shall have been appointed and shall have made their
determinations within the respective requisite periods set forth above and if
the difference between the amounts so determined shall not exceed ten percent
(10%) of the lesser of such amounts, then the Fair Market Value or Fair Market
Value Purchase Price shall be an amount equal to fifty percent (50%) of the sum
of the amounts so determined. If the difference between the amounts so
determined shall exceed ten percent (10%) of the lesser of such amounts, then
such two appraisers shall have twenty (20) days to appoint a third appraiser,
but if such appraisers fail to do so, then either party may request the
American Arbitration Association or any successor organization thereto to
appoint an appraiser within twenty (20) days of such request, and both parties
shall be bound by any appointment so made within such 20-day period. If no such
appraiser shall have been appointed within such twenty (20) days or within
ninety (90) days of the original request for a determination of Fair Market
Value or Fair Market Value Purchase Price, whichever is earlier, either
LANDLORD or TENANT may apply to any court having jurisdiction to have
appointment made by such court. Any appraiser appointed by the American
Arbitration


 


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Association or by
such court shall be instructed to determine the Fair Market Value or Fair
Market Value Purchase Price within thirty (30) days after appointment of such
appraiser. The determination of the appraiser which differs most in terms of
dollar amount from the determinations of the other two appraisers shall be
excluded, and fifty percent (50%) of the sum of the remaining two
determinations shall be final and binding upon LANDLORD and TENANT as the Fair
Market Value or Fair Market Value Purchase Price for such interest. This
provision for determination by appraisal shall be specifically enforceable to
the extent such remedy is available under applicable law, and any determination
hereunder shall be final and binding upon the parties except as otherwise
provided by applicable law. LANDLORD and TENANT shall each pay the fees and
expenses of the appraiser appointed by it and each shall pay one-half of the
fees and expenses of the third appraiser and one-half of all other costs and
expenses incurred in connection with each appraisal. Notwithstanding any
determination otherwise by such appraisal, the Fair Market Value and Fair
Market Value Purchase Price shall not be less than the amount of the
outstanding principal and accrued unpaid interest on all indebtedness of
LANDLORD for which the Leased Premises is pledged as collateral to secure
payment and performance.


 


Section 2.                                          Leased
Premises.


 


a.                                       In
consideration of the conditions, covenants and agreements hereinafter set forth
to be kept and performed by TENANT, LANDLORD does hereby lease the Leased
Premises to TENANT, and TENANT does hereby lease the Leased Premises from
LANDLORD.


 


b.                                      This
Lease and the Leased Premises are subject to all covenants, easements,
restrictions, encumbrances and governmental regulatory ordinances to the extent
they are valid and in force and effect.


 


Section 3.                                          Term of
Lease.


 


a.                                       This
Lease shall be for a term commencing on December 30, 1994, and terminating
at midnight on December 31, 2010.


 


b.                                      TENANT
shall remain bound by this Lease in accordance with its terms and nothing shall
entitle TENANT to any abatement, reduction, suspension or deferment of the
monthly rental or other sums payable by TENANT hereunder, except as otherwise
specifically provided in this Lease.


 


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Section 4.                                          Rental.


 


TENANT agrees to
pay LANDLORD a rental of $47,666.66 per calendar month subject to increase as
provided herein. All rentals shall be due and payable monthly in advance on the
first day of each month without the right of setoff or deduction except as
expressly provided herein. If this Lease commences on other than the first day
of a month, then the rental for such month shall be prorated based on the
number of days in such month that the Lease was in force.


 


Section 5.                                          Use of
Premises.


 


Subject to the
terms and provisions of this Lease Agreement, TENANT may use the Leased
Premises for any lawful purposes.


 


Section 6.                                          Operation
of Business.


 


TENANT covenants
and agrees as follows:


 


a.                                       Not
to permit any illegal or immoral practice to be carried on or committed on the
Leased Premises; or use or allow the Leased Premises to be used for any purpose
that might invalidate or increase the rate of insurance on the Leased Premises.


 


b.                                      Not
perform any act or carry on any practice on the Leased Premises which may
damage the Leased Premises or which would constitute a nuisance.


 


Section 7.                                          Care of
Leased Premises.


 


a.                                       TENANT
shall not make any alterations or additions to the Leased Premises without the
prior written consent of LANDLORD, and any such additions and alterations made
by TENANT shall become and remain the property of LANDLORD at the termination
of this Lease, except to the extent that LANDLORD agrees otherwise in the above
required written consent. All authorized alterations, additions and
improvements which are erected, constructed or installed by TENANT shall comply
with all applicable governmental laws, ordinances, regulations and other
requirements.


 


b.                                      TENANT
shall keep the Leased Premises in good working order, repair and condition
(which repairs shall include necessary replacements and all expenditures
required to comply with all laws now or hereafter enacted, whether the work is
structural, involves a capital expenditure or results in a benefit extending
beyond the term of this Lease). TENANT is presently occupying the Leased
Premises, and agrees to accept the same “AS IS” without any agreements,
representations,


 


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understandings or
obligations on the part of LANDLORD to perform any alterations, repairs or
replacement.


 


Section 8.                                          Fixtures.


 


TENANT shall be
permitted to install and maintain its trade fixtures and equipment on the
Leased Premises, and all such trade fixtures and equipment may be removed by
TENANT, provided, however, that any damage to the Leased Premises caused by
such removal shall be promptly repaired by TENANT.


 


Section 9.                                          Insurance.


 


a.                                       At
all times during the term of this Lease, TENANT, as additional rent, shall
purchase and maintain a policy or policies of comprehensive general liability
insurance providing personal injury and property damage liability coverages
with respect to the Leased Premises and the business conducted thereon, with
limits approved by LANDLORD. Such insurance policy or policies shall name both
TENANT, LANDLORD and LANDLORD’s mortgagee of the Leased Premises as named
insureds.


 


b.                                      TENANT,
as additional rent, shall purchase and maintain during the term of this Lease
“all risk” casualty insurance policies covering the Improvements, together with
such endorsements as may reasonably be required by LANDLORD from time to time
to fully insure the Improvements on a replacement cost basis. Such insurance
policy(s) shall name LANDLORD as the insured, and shall provide a loss payable
clause in favor of LANDLORD and any mortgagee of the LANDLORD.


 


c.                                       If
LANDLORD so requests, TENANT, as additional rent, shall purchase and maintain a
rental value insurance policy covering risk of loss during the first twelve
(12) months of reconstruction necessitated by the occurrence of any of the
hazards described in Section 14, Casualty Damage, in an amount covering at
least twelve months rental. Such insurance policy shall name LANDLORD as the
insured. Any loss proceeds collected by LANDLORD pursuant to such policy shall
be used to defray TENANT’s rental obligation to the extent of such amounts
actually received by LANDLORD.


 


d.                                      Each
of the foregoing policies of insurance shall be in form and written by insurers
approved by LANDLORD, which approval shall not be unreasonably withheld, and
shall provide that the insurers will not cancel or change such insurance
without first giving LANDLORD, TENANT and LANDLORD’s mortgagee not less than
ten (10) days prior written notice. LANDLORD and LANDLORD’s mortgagee shall be
furnished a duplicate original of all such insurance policies.


 


5

















 


e.                                       If
TENANT fails to timely provide the liability, casualty or the rental value
insurance specified in this Section 9, then LANDLORD may elect to provide
such insurance and, in such event, TENANT shall pay to LANDLORD, as additional
rent, the cost of such insurance within ten (10) days after receipt of a
statement of such costs from LANDLORD.


 


Section 10.                                   Indemnification.


 


TENANT covenants
and agrees to protect, indemnify and save LANDLORD and LANDLORD’s heirs, legal
representatives and assigns harmless from all claims for damages and/or
injuries to persons or property arising from injury to persons or property on
or adjacent to the Leased Premises, including all costs, attorney’s fees,
expenses and liabilities incurred in connection with any such claim or action,
without limit and without regard to the cause or causes thereof or the
negligence of LANDLORD, its agents, employees or any other person or entity,
whether such negligence be sole, joint or concurrent, active or passive, or
because of any defect in, on or upon the Leased Premises.


 


Section 11.                                   Mutual
Waiver of Subrogation.


 


LANDLORD hereby
waives any right of recovery that LANDLORD may have against TENANT for the loss
of or damage to any of LANDLORD’s property resulting from any cause whatsoever
to the extent that collection for such loss or damage is made by LANDLORD under
any insurance policy or policies in effect at the time such loss or damage
occurs; and TENANT hereby waives any right of recovery that TENANT may have
against LANDLORD for the loss of or damage to any of TENANT’s property
resulting from any cause whatsoever to the extent that collection for such loss
or damage is made by TENANT under any insurance policy or policies in effect at
the time of such loss or damage. The mutual waivers set forth in this paragraph
apply only to the extent they are permitted by law, the loss or damage is
covered by insurance proceeds, and such waivers do not adversely affect any
insurance coverage.


 


Section 12.                                   Assignment,
Mortgage and Subleasing.


 


a.                                       Assignment
by Tenant. TENANT shall not, whether by operation of law or otherwise,
assign this Lease, or any part thereof, without the prior written approval of
LANDLORD in each instance.


 


b.                                      Subleases.
TENANT shall not sublease all or any part of the Leased Premises without prior
written approval of LANDLORD.


 


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c.                                       Mortgages.
TENANT shall not mortgage all or any part of TENANT’s leasehold estate without
prior written approval of LANDLORD.


 


d.                                      Approvals
by Landlord. LANDLORD agrees not to unreasonably withhold its consent to a
proposed assignment, sublease or mortgage of the Leased Premises. The approval
by LANDLORD of any of the acts specified in this Section shall not relieve
TENANT, or TENANT’s authorized assignee, transferee or subtenant from liability
under this Lease.


 


Section 13.                                   Net
Lease.


 


TENANT agrees that
this Lease is to be a “net lease” and that LANDLORD is to receive all rentals
and other sums required to be paid by TENANT absolutely free from any charges,
assessments, taxes, expenses or deductions of any kind.


 


Section 14.                                   Casualty
Damage.


 


a.                                       All
proceeds payable by reason of any loss or damage to the Leased Premises, or any
portion thereof, and insured under any policy of insurance required by this
Lease shall be paid to LANDLORD and held by LANDLORD in trust and shall be made
available for reconstruction or repair, as the case may be, of any damage to or
destruction of the Leased Premises, or any portion thereof, and shall be paid
out by LANDLORD from time to time for the reasonable cost of such
reconstruction or repair. Any excess proceeds of insurance remaining after the
completion of the restoration or reconstruction of the Leased Premises shall be
retained by LANDLORD free and clear upon completion of any such repair and
restoration except as otherwise specifically provided below in this Section. In
the event neither LANDLORD nor TENANT is required or elects to repair and
restore, all such insurance proceeds shall be retained by LANDLORD. All salvage
resulting from any risk covered by insurance shall belong to LANDLORD except
that any salvage relating to additions paid for by TENANT or to TENANT’S
personal property shall belong to TENANT.


 


b.


 


(1)                                  If
during the term of this Lease, the Leased Premises is totally or partially
destroyed from a risk covered by the insurance described in Section 9 and
the Leased Premises thereby is rendered unsuitable for TENANT’s use, TENANT
shall have the option, by giving notice to LANDLORD within sixty (60) days
following the date of such destruction, to (i) restore the Leased Premises to
substantially the same condition as existed immediately before the damage or
destruction, or (ii) offer to acquire the Leased Premises from LANDLORD for a
purchase price equal


 


7

















 


to the Fair Market
Value Purchase Price of the Leased Premises immediately prior to such damage or
destruction.


 


(2)                                  If
during the term of this Lease, the Leased Premises is partially destroyed from
a risk covered by the insurance described in Section 9, but the Leased
Premises is not thereby rendered unsuitable for TENANT’s use, TENANT shall
restore the Leased Premises to substantially the same condition as existed immediately
before the damage or destruction. Such damage or destruction shall not
terminate this Lease; provided, however, if TENANT cannot within a reasonable
time obtain all necessary governmental approvals, including building permits,
licenses, conditional use permits and any certificates of need, after diligent
efforts to do so, in order to be able to perform all required repair and
restoration work and to operate the Leased Premises for TENANT’s use in
substantially the same manner as immediately prior to such damage or
destruction, TENANT may offer to purchase the Leased Premises for a purchase
price equal to the Fair Market Value Purchase Price of the Leased Premises
immediately prior to such damage or destruction.


 


(3)                                  If
the cost of the repair or restoration exceeds the amount of insurance proceeds
received by LANDLORD, TENANT shall be obligated to contribute any excess amount
needed to restore the Leased Premises. Such amount shall be paid by TENANT to
LANDLORD to be held in trust together with any other insurance proceeds for
application to the cost of repair and restoration.


 


(4)                                  In
the event LANDLORD does not accept TENANT’s offer to so purchase the Leased
Premises within thirty (30) days after the date of such offer, TENANT may
either (a) withdraw its offer to purchase the Leased Premises and proceed to
restore the Leased Premises to substantially the same condition as existed
immediately before the damage or destruction, or (b) terminate this Lease and
LANDLORD shall retain the insurance proceeds, and TENANT shall pay to LANDLORD,
on demand, the amount of any deductible or uninsured loss arising in connection
therewith.


 


(5)                                  In
the event LANDLORD accepts TENANT’s offer to purchase the Leased Premises, this
Lease shall terminate upon payment of the purchase price and LANDLORD shall
remit to TENANT all insurance proceeds being held in trust by LANDLORD.


 


c.                                       If
during the term of this Lease, the Leased Premises is totally or materially
destroyed from a risk not covered by the


 


8

















 


insurance
described in Section 9, whether or not such damage or destruction renders
the Leased Premises unsuitable for TENANT’s use, TENANT at its option shall
restore the Leased Premises to substantially the same condition it was in immediately
before such damage or destruction and such damage or destruction shall not
terminate this Lease.


 


d.                                      All
insurance proceeds payable by reason of any loss of or damage to and of
TENANT’s personal property shall be paid to TENANT and TENANT shall use such
insurance proceeds in trust to pay the cost of repairing or replacing the
damage to TENANT’s personal property.


 


e.                                       If
TENANT is required or elects to restore the Leased Premises as provided in this
section, TENANT shall also restore all alterations and improvements made by
TENANT, and TENANT’s personal property.


 


f.                                         This
Lease shall remain in full force and effect and TENANT’s obligation to make
rental payments and to pay all other charges required by this Lease shall
remain unabated during any period required for repair and restoration, except
that the proceeds of rental insurance, if any, paid to LANDLORD shall
constitute payment of such amounts by TENANT.


 


g.                                      Any
termination of this Lease pursuant to this Section shall cause any right
of first refusal granted to LANDLORD under this Lease to be terminated and to
be without further force or effect.


 


h.                                      LANDLORD
hereby waives any statutory or common law rights of termination which may arise
by reason of any damage or destruction of the Leased Premises.


 


Section 15.                                   Risk
of Loss.


 


During the term of
this Lease, the risk of loss or of decrease in the enjoyment and beneficial use
of the Leased Premises in consequence of the damage or destruction thereof by
fire, the elements, casualties, thefts, riots, wars or otherwise, is assumed by
TENANT and, LANDLORD shall in no event be answerable or accountable therefor
nor shall any of the events mentioned in this Section entitle TENANT to
any abatement of monthly rental except as specified provided in this Lease.


 


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Section 16.                                   Default
of Tenant.


 


1.                                       Events
of Default. The following events shall be deemed to be events of default by
TENANT under this Lease:


 


a.                                       If
TENANT shall fail to pay any installment of rent, additional rent or other sum
of money payable hereunder when due and the continuance of such failure for ten
(10) days following written notice hereof from LANDLORD to TENANT.


 


b.                                      If
TENANT shall fail to comply with any term, provision, or covenant of this Lease,
other than the payment of rent, additional rent or other sum of money to
LANDLORD, and shall not cure or correct such failure within a reasonable time
but, in no event, more than thirty (30) days following notice; provided,
however, if the nature of the TENANT’s failure is such that more time is
reasonably required in order to cure, TENANT shall not be in default if TENANT
commences to cure within such time period and thereafter with reasonable
diligence seeks to cure such failure to completion.


 


c.                                       If
a petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or a portion of the property of
TENANT shall be filed against TENANT in any court, pursuant to any statute
either of the United States or of any state, and if, within thirty (30) days
thereafter, TENANT fails to secure a discharge thereof, or if TENANT shall
voluntarily file any such petition, or make an assignment for the benefit of
creditors.


 


d.                                      If
TENANT’s leasehold estate shall be taken under writ of execution or other
process of law in any action against TENANT.


 


e.                                       If
TENANT shall abandon or vacate the Leased Premises.


 


2.                                       Remedies.  If an event of default shall have occurred,
LANDLORD shall have the right, without further notice or demand of any kind to
TENANT or any other party, then or at any time thereafter, to the extent
permitted by law, to pursue any one or more of the following remedies in
addition to all other rights or remedies provided herein or at law or in
equity.


 


a.                                       LANDLORD
may terminate this Lease and forthwith repossess the Leased Premises and be
entitled to recover forthwith as damages a sum of money equal to the total of
(i) the reasonable cost of recovering the Leased Premises,


 


10

















 


(ii) the unpaid rent and additional rent earned at the time of
termination, the cost of curing TENANT’s other defaults plus interest thereon
from the due date at the rate herein provided, and (iii) an amount equal to the
then present value of the balance of the rent and additional rent for the
remainder of the term, less the then present value of the fair rental value of
the Leased Premises for the remainder of the term. The amounts computed in
accordance with the foregoing subclause (iii) shall both be discounted in
accordance with accepted financial practice at the rate of four percent (4%)
per annum to determine present value.


 


b.                                      LANDLORD
may elect to terminate TENANT’s right of possession without terminating this
Lease, in which event TENANT agrees to surrender possession and vacate the
Leased Premises immediately and deliver possession to LANDLORD, and TENANT
hereby grants LANDLORD full and free license to enter in and upon the Leased
Premises or any part thereof and to expel or remove TENANT or any other person
or party who may be occupying or within the Leased Premises or any part thereof
and remove any and all property therefrom. Such property may be removed by
LANDLORD and stored in a public warehouse or elsewhere at the cost of and for
the account of TENANT without terminating this Lease or releasing TENANT in
whole or in part from TENANT’s obligations to pay rent, additional rent and
other charges and perform any of the covenants, conditions and agreements to be
performed by TENANT as provided in this Lease, and without LANDLORD being
deemed in any manner guilty of trespass, eviction, forcible entry or detainer,
and without relinquishing LANDLORD’s rights as herein provided.


 


c.                                       If
LANDLORD re-enters the Leased Premises without terminating this Lease, then
LANDLORD may relet the Leased Premises or any part or parts thereof, either in
the name of LANDLORD or otherwise, for a term which may at LANDLORD’s option be
less than or exceed the period which would otherwise have constituted the balance
of the term and upon such other terms and conditions as LANDLORD may deem
advisable. TENANT shall pay LANDLORD for each month of the period which would
otherwise have constituted the balance of the term, any deficiency between (i)
the sum of one monthly installment of rent and other costs that would have been
payable for the month in question but for such re-entry or termination, and
(ii) the net amount, if any, of the rents collected on account of the lease or
leases of the Leased Premises for each month of the period which would
otherwise have constituted the balance of the term. The failure of LANDLORD to
relet the Leased Premises or any part or parts thereof shall not release or
affect TENANT’s liability for damages; provided, however, that LANDLORD shall
use


 


11

















 


reasonable efforts to relet the Leased Premises. There shall be added
to the said deficiency such expenses as LANDLORD may reasonably incur in
connection with any reletting (such as court costs, attorney’s fees, brokerage
costs and expenses for putting and keeping the Leased Premises in good order or
for preparing the same for reletting). Any deficiency shall be paid in monthly
installments by TENANT on the rent day specified in this Lease, and any suit
brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of LANDLORD to collect the deficiency for any
subsequent month by a similar proceeding. No such re-entry or taking possession
of the Leased Premises by LANDLORD shall be construed as an election on its
part to terminate this Lease unless a written notice of such termination is
given to TENANT or unless the termination thereof is decreed by a court of
competent jurisdiction.


 


Any amount collected
by LANDLORD from subsequent Tenants for any rental period in excess of that
provided for in this Lease for such period shall be credited to TENANT in
reduction of TENANT’s liability for any rental period in which the amount
collected by LANDLORD shall be less than that provided for by this Lease; but
TENANT shall only be entitled to receive any such excess rentals at the end of
the term and without interest. An election to re-enter the Leased Premises
(without terminating this Lease) and the reletting or not reletting of the
Leased Premises shall not thereafter prevent LANDLORD from electing to
terminate this Lease for such previous breach.


 


In the event it is
necessary for LANDLORD to bring suit for such rental payments or other charges
as they accrue or in order to collect any damages, LANDLORD shall have the
right to allow such rental or deficiencies to accumulate and to bring an action
on several or all of the deficiencies at one time. Any such suit shall not
prejudice in any way the right of LANDLORD to bring a similar action for
subsequent rental or damage deficiencies.


 


Section 17.                                   Condemnation.


 


a.


 


(1)                                  “Condemnation”
means (i) the exercise of any governmental power, whether by legal proceedings
or otherwise, by a Condemnor or (ii) a voluntary sale or transfer by LANDLORD
to any Condemnor, either under threat of Condemnation or while legal
proceedings for Condemnation are pending.


 


(2)                                  “Date
of Taking” means the date the Condemnor has the right to possession of the
property being condemned.


 


12

















 


(3)                                  “Award”
means all compensation, sums or anything of value awarded, paid or received on
a total or partial Condemnation.


 


(4)                                  “Condemnor”
means any public or quasi-public authority, or private corporation or
individual, having the power of Condemnation.


 


b.                                      If
during the term of this Lease there is any taking of all or any part of the
Leased Premises or any interest in this Lease by Condemnation, the rights and
obligations of the parties shall be determined by this Section.


 


c.                                       If
there is any taking of all of the Leased Premises by Condemnation or if a
portion of the Leased Premises is taken so that the Leased Premises is rendered
unfit for TENANT’s use, then this Lease shall terminate on the Date of Taking.


 


d.                                      If
there is a taking of a portion of the Leased Premises by Condemnation, this
Lease shall remain in effect if the Leased Premises is not thereby rendered
unsuitable for TENANT’s use. If, however, the Leased Premises is thereby
rendered unsuitable for TENANT’s use, TENANT shall have the right (a) to
restore the Leased Premises, to the extent possible, to substantially the same
condition as existed immediately before the partial taking and, subject to the
rights of LANDLORD’s mortgagee, LANDLORD shall make the condemnation award
available to TENANT for such restoration, or (b) to offer to acquire the Leased
Premises from LANDLORD for a purchase price equal to the Fair Market Value
Purchase Price of the Leased Premises immediately prior to such partial taking,
in which event this Lease shall terminate upon payment of the purchase price.
TENANT shall exercise its option by giving LANDLORD notice thereof within (60)
days after TENANT receives notice of the taking. In the event LANDLORD does not
accept TENANT’s offer to so purchase the Leased Premises within thirty (30)
days after receipt of the notice described in the preceding sentence, TENANT
may either (a) withdraw its offer to purchase the Leased Premises and proceed
to restore the Leased Premises to the extent possible, to substantially the
same condition as existed immediately before the partial taking, or (b)
terminate this Lease by written notice.


 


e.                                       If
there is a partial taking of the Leased Premises and this Lease remains in full
force and effect, TENANT shall accomplish all necessary restoration and,
subject to the rights of LANDLORD’s mortgagee, LANDLORD shall make the
condemnation award available to TENANT for such restoration.


 


13

















 


f.                                         In
the event LANDLORD accepts TENANT’s offer to purchase the Leased Premises, the
entire Award shall belong to TENANT and LANDLORD agrees to assign to TENANT all
of its rights thereto at closing of the purchase. In any other event, the
entire Award shall belong to and be paid to LANDLORD, except that, if this
Lease is terminated, and subject to the rights of the LANDLORD’s mortgagee and
as otherwise provided herein, TENANT shall be entitled to receive from the
Award a sum attributable to TENANT’s personal property and any reasonable
removal and relocation costs if specifically included in the Award.


 


If TENANT is
required or elects to restore the Leased Premises, LANDLORD agrees that,
subject to the rights of the LANDLORD’s mortgagees, its portion of the Award
shall be used for such restoration and it shall hold such portion of the Award
in trust, for application to the cost of the restoration. If the LANDLORD’s
mortgagees do not allow the Award to be used for restoration, then TENANT’s
sole remedy shall be to terminate this Lease.


 


Section 18.                                   Taxes
and Assessments.


 


a.                                       TENANT
shall pay to LANDLORD, as additional rent, within ten (10) days after receipt
of a statement, the amount of all taxes and assessments levied and assessed by
any lawful authority against the Leased Premises during the term of this Lease,
including, but not limited to, taxes and assessments levied and assessed for
1995. The amount of additional rent to be paid to LANDLORD by TENANT because of
such taxes and assessment shall be prorated between LANDLORD and TENANT for the
last year of the term of this Lease based upon the number of days in such year
that this Lease was in force.


 


b.                                      TENANT
shall pay all taxes and assessments levied and assessed on the value of its
personal property prior to their becoming delinquent.


 


Section 19.                                   Tenant’s
Compliance with Laws and Indemnifications.


 


a.                                       TENANT
shall, at its expense, comply with all laws, rules, orders, ordinances,
directions, regulations and requirements of federal, state, county and
municipal authorities pertaining to TENANT’s use of the Leased Premises
regardless of when they become effective, including, without limitation, the
Americans with Disabilities Act, all applicable federal, state and local laws,
regulations or ordinances pertaining to air and water quality, hazardous
materials (as hereinafter defined), waste, disposal, air emissions and other
environmental, zoning and land use matters, and with any directive or order of
any public officer or officers, pursuant to law, which shall impose


 


14

















 


any duty upon
TENANT with respect to the use or occupation of the Leased Premises.


 


b.                                      TENANT
shall not cause or knowingly permit any Hazardous Material to be brought upon,
kept or used in or about the Leased Premises by TENANT, its employees, invitees
or guests without the prior written consent of LANDLORD.


 


c.                                       In
addition to, and without limitation on any general indemnity obligations of
TENANT under this Lease, TENANT specifically agrees that it shall indemnify,
defend and hold LANDLORD harmless from any and all claims, judgments, damages,
penalties, fines, costs, liabilities or losses (including, without limitation,
diminution in value of the Leased Premises, damages for the loss or restriction
on use of rentable or usable space or of any amenity of the Leased Premises,
and sums paid in settlement of claims, attorney’s fees, consultant fees and
expert fees) which arise during or after the term as a result of any breach by
TENANT of its obligations under this Section or any contamination of the
Leased Premises resulting from the presence of Hazardous Materials on or about
the Leased Premises caused or knowingly permitted by TENANT. This
indemnification of LANDLORD by TENANT includes, without limitation, costs incurred
in connection with any investigation of site conditions, and any cleanup,
remedial, removal or restoration work required by any federal, state, or local
governmental agency or political subdivision. Without limiting the foregoing,
if the presence of any Hazardous Material on the Leased Premises caused or
knowingly permitted by TENANT results in any contamination of the Leased
Premises or surrounding area, TENANT shall promptly take all actions at its
sole expense as are necessary to return such property to the condition existing
prior to the introduction of any such Hazardous Material; provided, however,
that LANDLORD’s approval of such actions shall first be obtained. TENANT
further agrees to defend LANDLORD, its agents, employees, and assigns in any administrative
or judicial proceeding brought by private individuals or governmental entities
seeking recovery of damages for personal injury or property damage, or recovery
of civil penalties or fines out of, connected with, or relating to any breach
by TENANT of its obligations under this Section or any contamination of
the Leased Premises resulting from the presence of Hazardous Materials on or
about the Leased Premises caused or knowingly permitted by TENANT. The
foregoing indemnity shall survive the expiration or earlier termination of this
Lease.


 


As used herein,
the term “Hazardous Material” or “Hazardous Materials” means any pollutant,
toxic substance, hazardous waste, hazardous material, hazardous substance, or
oil as defined in or pursuant to the Resource Conservation and Recovery Act, as
amended, the Comprehensive Environmental Response, Compensation, and Liability
Act, as amended, or all other federal, state or


 


15

















 


local environmental law, regulation, ordinance, rule, or bylaw, whether
existing as of the date hereof, previously enforced or subsequently enacted.


 


Section 20.                                   CPI
Rent Adjustments.


 


Commencing with
the First Rent Adjustment Date, the monthly rent shall be adjusted by the
percentage increase, if any, in the CPI from January 1, 1995. Each
subsequent CPI rental adjustment shall be by reference to the CPI in effect at
the time of the prior CPI Rent Adjustment Date. Pending determination of the
actual adjustment, TENANT shall pay an estimated adjusted rental, as reasonably
determined by LANDLORD by reference to the then available CPI information. Upon
notification of the actual adjustment after the publication of the required
information, any overpayment shall be credited against the next installment of
rent due, and any underpayment shall be immediately due and payable by TENANT.
LANDLORD’s failure to request payment of an estimated or actual rent adjustment
shall not constitute a waiver of the right to any adjustment provided for in
this Lease or in this Section. The CPI Rent Adjustments are:


 


a.                                       First
CPI Rent Adjustment.  The monthly
rental payable for January 1, 1998 to December 31, 2000 (the “First
Rent Adjustment Date”) shall be the greater of the following: (i) $47,666, or
(ii) the amount of rent determined by the percentage increase in the CPI for
the period from January 1, 1995 to December 31, 1997 multiplied by
$47,666 (“First Adjusted Rental Period”).


 


b.                                      Second
CPI Rent Adjustment.  The monthly
rental payable for January 1, 2001 to December 31, 2003, shall be the
greater of the following: (i) the monthly rent payable during the First
Adjusted Rental Period or (ii) the amount of rent determined by the percentage
increase in the CPI from January 1, 1998 to December 30, 2000
multiplied by the monthly rent paid during the First Adjusted Rental Period
(“Second Adjusted Rental Period”).


 


c.                                       The
monthly rental payable for January 1, 2004 to December 31, 2006,
shall be the greater of the following: (i) the monthly rent payable during the
Second Adjusted Rental Period, or (ii) the amount of rent determined by the
percentage increase in the CPI from January 1, 2001 to December 30,
2003 multiplied by the monthly rent paid during the Second Adjusted Rental
Period (“Third Adjusted Rental Period”).


 


d.                                      The
monthly rental payable for January 1, 2007 to December 31, 2010,
shall be the greater of the following: (i) the monthly rent payable during the
Third Adjusted Rental Period, or (ii) the amount of rent determined by the
percentage increase in the CPI from January 1, 2004 to January 1,
2006 multiplied by


 


16

















 


the monthly rent
paid during the Third Adjusted Rental Period (“Fourth Adjusted Rental Period”).


 


Section 21.                                   Waiver.


 


For the purposes
of determining the rights of LANDLORD and TENANT hereunder, it is agreed that
no act or omission of LANDLORD shall be construed or held to be a waiver of its
rights hereunder, except insofar as LANDLORD may specifically waive a
particular right in writing. Such a written waiver by LANDLORD shall apply only
to the default existing at the time of its execution and described therein and
shall not be deemed or held to be a waiver of a subsequent default of the same
or any other nature. A written consent given by LANDLORD pursuant to the terms
and provisions of this Lease shall never be deemed or held to be consent to a
subsequent performance of the same or any other act. LANDLORD’s receipt of
monies from TENANT under the terms of this Lease shall never be deemed or held to
be a waiver of the rights of LANDLORD hereunder.


 


Section 22.                                   Construction
of Lease.


 


a.                                       In
the event any provision of this Lease shall be held to be invalid or
unenforceable, such holding shall not be deemed to affect the validity and
enforceability of the remainder of the Lease, nor of the same provision as
applied to other persons or circumstances. This Lease shall be construed with
the express intention of the parties to it that it shall be valid and
enforceable in every respect to the extent permitted by law.


 


b.                                      This
Lease sets forth all the covenants, promises, agreements, conditions and
understandings between LANDLORD and TENANT concerning the Leased Premises and
there are no covenants, promises, agreements, conditions or understandings,
either oral or written, between them other than are herein set forth. Except as
herein otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon LANDLORD or TENANT unless reduced
to writing and signed by them.


 


c.                                       Time
is of the essence.


 


Section 23.                                   Prohibition
Against Liens.


 


TENANT shall have
no power or authority, expressed or implied, to do, and TENANT is hereby
prohibited from doing, any act or to make any contract that may create a Lien
upon, or in any manner to bind, the interest or estate of LANDLORD in the
Leased Premises. Any approval by LANDLORD to TENANT to do any work upon the
Leased Premises, or any part thereof, shall never be construed to constitute an
express or implied agency in TENANT to bind or encumber the interest or estate
of LANDLORD in any way


 


17

















 


whatsoever, any relationship between the parties hereto other than that
of LANDLORD and TENANT being hereby expressly negated. TENANT covenants and
agrees that TENANT will pay or cause to be paid all costs, charges, and
expenses that become due and payable on account of work on, at, to, from, or
about the Leased Premises authorized by TENANT, and will not permit any valid
and enforceable lien to be established against LANDLORD’s interest in the
Leased Premises on account of such work. TENANT shall protect, indemnify and
hold LANDLORD harmless from any costs, claims, causes of action or expenses
including, without limitation, attorney’s fees and court costs, arising from or
in any manner pertaining to the approved construction or installation of any
alterations, additions or improvements to the Leased Premises and/or any claim
for unpaid bills, or any claim of or creation of a Lien upon, or in any manner
pertaining to the interest or estate of LANDLORD in the Leased Premises.


 


Section 24.                                   Holding Over and
Successors.


 


a.                                       Holding
Over by Tenant. TENANT shall pay LANDLORD the monthly rental, additional
rent and other charges prorated on a per diem basis for each day TENANT shall
retain possession of the Leased Premises or any part thereof after expiration
or earlier termination of this Lease, together with all damages sustained by
LANDLORD on account thereof. This provision shall not serve as permission for
TENANT to hold over nor serve to extend the term (although tenant shall remain
a tenant at sufferance bound to comply with all provisions of the Lease until
TENANT vacates the Leased Premises.) LANDLORD shall have the right, at any time
after expiration or earlier termination of this Lease or TENANT’S right to
possession, to reenter and possess the Leased Premises and remove all property
and persons therefrom, and LANDLORD shall have such other remedies for holdover
as may be available to LANDLORD under other provisions of this Lease or
applicable laws.


 


b.                                      Successors.
All rights and liabilities herein given, or imposed upon, the respective
parties shall extend and bind the several respective heirs, legal
representatives, successors and assigns of the said parties subject to the
limitations on assignment and subleasing contained herein.


 


Section 25.                                   Miscellaneous.


 


1.                                       Notices.  Any notice, request, demand, or other
communication which, under the terms of this Lease or under any statute or
other law, must or may be given or made by the parties hereto, shall be in
writing, shall be sent by and deemed received when deposited in the United
States mails, registered or certified mail, postage prepaid, return receipt
requested, or if otherwise delivered or sent, shall be deemed to have been
given or made when received at the following addresses or such other


 


18

















 


addresses as may hereafter be designated in writing from time to time
by the parties hereto in the manner provided in this paragraph:


 


	
  TENANT:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
  Shelf Stable Foods,
  Inc.

  Attn: Brian Dwyer

  10825 Kenwood Road

  Cincinnati, Ohio 45242

  	
   

  	
  Ronald C. Wornick

  345 Lorton Avenue

  Burlingame, California 94010

  



 


2.                                       Amendments.  No subsequent alteration, amendment, change,
deletion, or addition to this Lease shall be binding upon LANDLORD or TENANT
unless in writing and signed by both LANDLORD and TENANT.


 


3.                                       Governing Law.  This Lease and the rights and obligations of
the parties hereto shall be interpreted, construed, and enforced in accordance
with the laws of the State of Ohio.


 


4.                                       Captions and
Section Numbers.  The captions,
paragraph numbers, and article numbers appearing anywhere in this Lease
are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of any such Paragraphs or Articles of
this Lease nor in any way affect this Lease. All references herein to
“Articles,” “Paragraphs,” or “Sub-Paragraphs” are references to articles,
paragraphs, or sub-paragraphs of this Lease.


 


5.                                       Attorney’s
Fees.  In the event of any
litigation between the parties relating to this Lease, the prevailing party
shall be entitled to recover its reasonable attorney’s fees and costs as part
of the judgment or settlement therein. In the event of a breach of this Lease
by either party which does not result in litigation but which causes the
non-breaching party to incur attorneys’ fees or costs, the breaching party
shall reimburse such fees and costs to the non-breaching party upon demand. If
either party or any of its officers, directors, shareholders, partners, agents,
affiliates or employees shall be made a party to any litigation commenced by or
against the other party and is not found to be at fault, the other party shall
pay all costs, expenses and reasonable attorneys’ fees incurred by any such
party in connection with such litigation.


 


6.                                       Quiet
Enjoyment.  LANDLORD shall defend
the TENANT in the quiet enjoyment and peaceful possession of the Leased
Premises during the term so long as TENANT is not in default under the terms of
this Lease.


 


19

















 


7.                                       Recordation.  Both LANDLORD and TENANT agree not to record
this Lease, but each party hereto agrees, on request of the other, to execute a
short form memorandum of this Lease in recordable form specifying the names and
addresses of the parties, the date hereof, the term, the renewal options, and a
description of the Leased Premises. In no event shall such short form
memorandum set forth the rental or other charges payable by TENANT under this
Lease; and any such memorandum shall expressly state that it is executed
pursuant to the provisions contained in this Lease and is not intended to vary
the terms and conditions of this Lease.


 


8.                                       Unavoidable
Default or Delay.  In the event
either party to this Lease shall be delayed, hindered, or prevented from the
performance of any act required hereunder by reason of acts of God, strikes,
lockouts, labor disputes, inability to produce materials, failure of power,
restrictive governmental laws or regulations, riot, insurrection, war,
relocation of electrical generating, distribution or service facilities or the
inability of any company providing utilities to the Building or other cause not
within the reasonable control of such party (expressly except the financial
inability of such party to perform its obligations hereunder), then the
performance of such acts shall be excused for the period of delay and the
period for performance of any such act shall be extended for a period
equivalent to the period of such delay.


 


9.                                       Landlord’s
Performance for the Account of Tenant. 
If, after reasonable notice TENANT fails to perform any one or more of
its obligations, hereunder, in addition to the other rights of LANDLORD
hereunder, LANDLORD shall have the right but not the obligation to perform all
or any part of such obligations of TENANT. Upon receipt of a demand therefor
from LANDLORD, TENANT shall reimburse LANDLORD for (i) the cost to LANDLORD of
performing such obligations plus (ii) interest thereon as hereinafter provided.


 


10.                                 Landlord’s Failure
to Perform.  If LANDLORD fails to
perform any of its obligations under this Lease, LANDLORD shall not be in
default hereunder and TENANT shall not have any rights or remedies growing out
of such failure unless TENANT gives LANDLORD written notice thereof setting
forth in reasonable detail the nature and extent of such failure and such
failure by LANDLORD is not cured within the thirty (30) day period following
delivery of such notice, or if the nature of LANDLORD’s default is such that
more time is reasonably required in order to cure, such period shall be
extended for the period reasonably required therefor if LANDLORD commences
curing such failure within such thirty (30) day period and continues the curing
thereof with reasonable diligence until completion.


 


20

















 


11.                                 Interest.  All installments of rent, additional rent
and all other payments of any character required to be paid to LANDLORD by
TENANT under the terms of this Lease shall, following the due date thereof,
bear interest at either the rate of Ten percent (10%) per annum or the maximum
non-usurious rate allowed by law, whichever is the lesser rate.


 


12.                                 Estoppel Certificate.  TENANT shall from time to time, within ten
(10) days after written request from LANDLORD, execute, acknowledge and deliver
a statement: (i) certifying that this Lease is unmodified and in full force and
effect (or if this Lease is claimed not to be in force and effect, specifying
the ground therefor) and the dates to which the rent and other charges
hereunder have been paid, (ii) acknowledging that there are not, to TENANT’s
knowledge, any uncured defaults on the part of LANDLORD hereunder, or specifying
such defaults if any are claimed, and (iii) certifying such other matters as
LANDLORD may reasonably request, or as may be requested by LANDLORD’s current
or prospective Lenders, insurance carriers, auditors, and prospective
purchasers. Any such statement may be relied upon by any such parties. If
TENANT shall fail to execute and return such statement within the time required
herein, TENANT shall be deemed to have agreed with the matters set forth
therein.


 


Section 26.                                   Right of First
Refusal.


 


If at any time
during the term of this Lease, LANDLORD shall desire to sell the Leased
Premises, TENANT shall have the right of first refusal to purchase the Leased
Premises, as follows:


 


a.                                       LANDLORD
shall furnish to TENANT three (3) copies of a contract of sale (“Contract”)
between LANDLORD and TENANT signed by LANDLORD specifying the terms and
conditions upon which he will sell the Leased Premises to TENANT. If TENANT
shall fail to exercise this Right of First Refusal by signing and returning two
(2) copies of the Contract to LANDLORD together with any down-payment or
earnest money deposit therein provided within ten (10) days after receipt of
the Contract, then LANDLORD shall have the right to sell the Leased Premises to
any other party upon terms substantially equal to or better than set forth in
the Contract. If LANDLORD shall sell the Leased Premises upon terms equal to or
better than those offered to TENANT, this Right of First Refusal shall
terminate; provided, however, if such a sale is not consummated, then this
Right of First Refusal shall remain in force and effect.


 


b.                                      The
following transfers shall be excluded from TENANT’S Right of First Refusal:


 


1.                                       The
sale of LANDLORD’s estate in the Leased Premises at a foreclosure of any Deed
of Trust or Mortgage


 


21

















 


covering the Leased Premises or by a Deed in
Lieu of Foreclosure;


 


2.                                       A
transfer of LANDLORD’s estate in the Leased Premises, or any part thereof, to
any corporation, partnership, trust or other entity which is controlled wholly
or in part by LANDLORD or members of LANDLORD’S family;


 


3.                                       A
transfer by gift, devise or descent;


 


TENANT’s Right of
First Refusal shall, however, remain in effect after any such transfer
specified in subparagraphs 2. and 3. of paragraph b of this Section and be
binding on the transferee in any such transaction.


 


Section 27.                                   Purchase of the
Leased Property in the Event of Damage or Condemnation.


 


In the event
LANDLORD accepts an offer from TENANT to purchase the Leased Premises at the
Fair Market Value or Fair Market Value Purchase Price under the conditions and
terms of section 14b or Section l7d of this Lease, then such sale
shall be on the terms and conditions as set forth in this paragraph. Closing of
such sale shall be on or before thirty (30) days from the date that LANDLORD
accepts TENANT’s offer to purchase. At Closing, LANDLORD shall deliver to
TENANT a deed with limited warranty covenants, subject to all matters of
record, but free and clear of any mortgage lien, and TENANT shall deliver to
LANDLORD the purchase price payable in cash. Any real estate transfer taxes, to
the extent permitted by law, shall be paid by TENANT.


 


IN WITNESS
WHEREOF, LANDLORD and TENANT have executed this Amended and Restated Lease
Agreement to be effective as of October 28, 1995.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  /s/ Ronald C. Wornick

  	
   

  
	
   

  	
  Ronald C. Wornick

  
	
   

  	
   

  
	
  Signed in the presence
  of:

  	
   

  
	
   

  	
   

  
	
  /s/ Nina Sorensen

  	
   

  	
   

  
	
  (Witness No. 1)

  	
   

  
	
  Print Name: Nina
  Sorensen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/ S. Baldinger

  	
   

  	
   

  
	
  (Witness No. 2)

  	
   

  
	
  Print Name: Sue
  Baldinger

  	
   

  
	
   

  	
   

  	
   

  



 


22

















 


	
  Print Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  SHELF
  STABLE FOODS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald C. Wornick

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signed in the presence
  of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Nina Sorensen

  	
   

  	
   

  
	
  (Witness No. 1)

  	
   

  
	
  Print Name: Nina
  Sorensen

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Witness No. 2)

  	
   

  
	
  Print Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This Instrument
  Prepared By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Harry L. Marks

  Gary, Thomasson, Hall & Marks

  Professional Corporation

  P.O. Box 2888

  Corpus Christi, Texas 78403

  (512) 884-19761

  	
   

  
							



 


23

















 


EXHIBIT “A”


 


All that tract of
land situated in Section 17, Township 4, Entire Range 1, Miami Purchase,
Sycamore Township, Hamilton County, Ohio in the City of Blue Ash and being more
particularly described as follows:


 


Beginning at a
point in the easterly line of said Section 17, also the center line of
Kenwood Road, located South 03° 41’ 00” West, 1,543.38 feet from the
northeasterly corner of said Section 17;


 


thence South 03°
41’ 00” West, along said easterly line of Section 17 and center line of
Kenwood Road, 400.00 feet to a point;


 


thence North 81°
15’ 40” West, passing a found Concrete Monument at 30.12 feet, a total distance
of 602.34 feet to a found Concrete Monument;


 


thence North 03°
41’ 00” East, parallel with the easterly line of said Section 17, a
distance of 35.13 feet to a set iron pin with cap;


 


thence North 81°
15’ 40” West, 401.56 feet to a set iron pin with cap;


 


thence North 03°
41’ 00” East, parallel with the easterly line of said Section 17, a
distance of 276.39 feet to a set iron pin with cap;


 


thence South 86°
19’ 00” East, passing a found Concrete Monument at 400.00 feet, and also
passing a set iron pin with cap at 970.00 feet, a total distance of 1000.00
feet to the Place of Beginning.


 

















 


ASSIGNMENT OF AMENDED AND RESTATED LEASE AGREEMENT


 


Date:                                                                   October 28, 1995


 


Assignor:                                         SHELF
STABLE FOODS, INC., an Ohio corporation


 


Assignee:                                         THE
WORNICK COMPANY, a Texas business corporation


 


Lease:                                                            Amended
and Restated Lease Agreement (the “Lease”)


 


Date:                                                                   Effective
December 30, 1994


 


Landlord:                                           RONALD C.
WORNICK


 


Tenant:                                                      SHELF
STABLE FOODS, INC., an Ohio corporation


 


Leased Premises:


 


The real property located
in Blue Ash, Hamilton County, Ohio, and more fully described on Exhibit A
attached hereto and incorporated herein, together with any improvements located
thereon.


 


Assignor assigns
to Assignee Tenant’s interest in the Lease.


 


A.                                   Assignee
agrees to –


 


1.                                       Assume
and fully perform all of Tenant’s obligations under the Lease.


 


2.                                       Accept
the Leased Premises in its present “AS IS”
condition.


 


B.                                     Landlord
consents to this assignment.


 


C.                                     Assignee
is also a party to that certain Lease Agreement dated October 28, 1995, by
and between THE WORNICK COMPANY, a Texas business corporation, as TENANT, and
RONALD C. WORNICK, as LANDLORD, pertaining to the properties located in Hidalgo
County, Texas, and more fully described therein (the “Hidalgo County Lease”).
Assignee agrees that a default in the timely performance of any of the
obligations and covenants of TENANT under this Lease (or the Hidalgo County
Lease, as the case may be), at the option of the LANDLORD, shall constitute a
default under the terms of Hidalgo County Lease (or this Lease, as the case may
be).


 

















 


	
  ASSIGNOR:

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  SHELF
  STABLE FOODS, INC.

  	
  THE
  WORNICK COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/ Brian Dwyer

  	
   

  	
  By:

  	
  /s/ Ronald C. Wornick 

  	
   

  
	
   

  	
  Brian Dwyer,

  	
   

  	
   

  	
  Ronald C. Wornick,
  Chairman

  	
   

  
	
   

  	
  President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LANDLORD:

  	
   

  
	
   

  	
   

  
	
  /s/ Ronald C. Wornick 

  	
   

  	
   

  
	
  RONALD C. WORNICK

  	
   

  



 


2

















 


AMENDMENT TO LEASE AGREEMENTS


 


RONALD C. WORNICK,
as “Landlord” and The Wornick Company, a Texas corporation, as “Tenant,” are
parties to the following two lease agreements:


 


A.                                   Lease
Agreement by and between Landlord and Tenant, dated
November 27, 1995, and pertaining to certain real property located in
Hidalgo County, Texas and more fully described therein (the “Texas Lease”).


 


B.                                     Amended
and Restated Lease Agreement by and between Landlord and Tenant (Tenant’s
interest being acquired pursuant to the Assignment of Amended and Restated
Lease Agreement dated October 28, 1995), dated to be effective
December 10, 1994, and pertaining to certain real property located in
Hamilton County, Ohio and more fully described therein (the “Ohio Lease”).


 


The parties agree
that the Texas Lease and the Ohio Lease are amended as follows:


 


1.                                       The
discount rate set forth in the last sentence of Section 16.2.a shall be
“six percent (6%)”.


 


2.                                       Section 16.1.e.
is amended and restated in its entirety to read as follows:


 


“If Tenant shall
abandon or vacate the Leased Premises and cease to care for the Leased Premises
as provided for in Section 7 herein.”


 


3.                                       The
last sentence of Section 1.f. of the Ohio Lease and Section 1.f. of
the Ohio Lease and Section 1.h. of the Texas Lease are deleted.


 


4.                                       Section 26
is amended to provide that Tenant shall have thirty (30) days within which to
exercise its right of first refusal, rather than ten (10) days.


 


5.                                       Section 14.i.
of the Texas Lease is amended and restated in its entirety to read as follows:


 


“If Landlord’s mortgagees do not allow the insurance proceeds to be
used for restoration, then Tenant’s exclusive remedies shall be (a) to
terminate this Lease, or (b) if (i) such proceeds are used to service
Landlord’s mortgage secured by the Leased Premises or otherwise are made
available to or used for the benefit of Landlord and (ii) Tenant is not in
default under this Lease to require Landlord to restore the Leased Premises,
provided, however, that Landlord’s obligation to restore the Leased Premises
shall be limited to the amount of


 

















 


such proceeds and,
provided further that Landlord shall not be obligated to restore the Leased
Premises pursuant to provisions of this section if such proceeds are not
available prior to the end of the 12th year of term of the Lease.


 


6.                                       The
last sentence of the second paragraph of Section 17.f. is amended and
restated in its entirety to read as follows:


 


“If Landlord’s mortgagees do not allow the Award to be used for
restoration, then Tenant’s exclusive remedies shall be (a) to terminate this
Lease, or (b) if (i) such proceeds are used to service Landlord’s mortgage
secured by the Leased Premises or otherwise are made available to or used for
the benefit of Landlord and (ii) Tenant is not in default under this Lease to
require Landlord to restore the Leased Premises, provided, however, that
Landlord’s obligation to restore the Leased Premises shall be limited to the
amount of such proceeds and, provided further that Landlord shall not be obligated
to restore the Leased Premises pursuant to provisions of this section if
such proceeds are not available prior to the end of the twelfth year of term of
the Lease.


 


Except as
specifically amended above, the Ohio Lease and the Texas Lease are ratified and
confirmed.


 


	
  Effective as of
  November 29, 1995

  	
   

  
	
   

  	
   

  
	
  TENANT:

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  WORNICK COMPANY

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Larry L. Rose 

  	
   

  	
  /s/ Ronald C. Wornick 

  	
   

  
	
  Name:

  	
  Larry L. Rose 

  	
   

  	
  Ronald C. Wornick

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to by Landlord’s
  Mortgage:

  	
   

  
	
   

  	
   

  
	
  TEXAS
  STATE BANK

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ G. E. Roney

  	
   

  	
   

  
	
  Name:

  	
  G. E. Roney

  	
   

  	
   

  
	
  Title:

  	
  Chairman of the Board

  	
   

  	
   

  
										



 

















 


 


LEASE ASSIGNMENT


 


	
  Date:

  	
  July 8th, 1998

  
	
   

  	
   

  
	
  Assignor:

  	
  Ronald C. Wornick

  
	
   

  	
   

  
	
  Assignee:

  	
  Ronald C. Wornick and
  Anita L. Wornick, Trustees of the Ronald C. Wornick and Anita L. Wornick
  Revocable Trust U/D/T dated October 24, 1997

  
	
   

  	
   

  
	
  Leases:

  	
   

  
	
   

  	
   

  
	
   

  	
  (1)

  	
  Amended and Restated
  Lease Agreement, as amended by Amendment to Lease Agreements dated
  November 29, 1995

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  Effective December 30, 1994

  
	
   

  	
   

  	
   

  
	
   

  	
  Landlord:

  	
  Ronald C. Wornick

  
	
   

  	
   

  	
   

  
	
   

  	
  Tenant:

  	
  The Wornick Company, a Texas business corporation,
  pursuant to Assignment of Amended and Restated Lease Agreement dated
  October 28, 1995

  
	
   

  	
   

  	
   

  
	
   

  	
  Premises:

  	
  All that tract of land situated in Section 17,
  Township 4, Entire Range 1, Miami Purchase, Sycamore Township, Hamilton
  County, Ohio in the City of Blue Ash and being more particularly described on
  the Exhibit “A” attached hereto.

  
				



 


(2)                                  Lease
Agreement, dated November 27, 1995, as amended by Amendment to Lease
Agreements dated November 29, 1995


 


Landlord:              Ronald
C. Wornick


 


Tenant:                                                      The
Wornick Company, a Texas corporation


 


Premises:                                        All of the real
property located in Hidalgo County, Texas, described as Tract I, Tract II,
Tract III and Tract IV on the Exhibit “B” attached hereto.


 


Assignor assigns to Assignee Landlord’s interest in the Leases.


 


A.                                    Assignee
agrees to —


 


1.                                       Assume
Landlord’s obligations under the Leases.


 


2.                                       Accept
the premises in their present “as is” condition.


 

















 


B.                                    Tenant
consents to this assignment.


 


C.                                    Assignor
agrees that Assignor remains liable on the Leases.


 


	
  ASSIGNOR:

  	
  ASSIGNEE:

  
	
   

  	
  RONALD C. WORNICK AND
  ANITA L. WORNICK, TRUSTEES OF THE RONALD C. WORNICK AND ANITA L. WORNICK
  REVOCABLE TRUST U/D/T dated October 24, 1997

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ronald C. Wornick 

  	
   

  	
  By:  

  	
  /s/ Ronald C. Wornick

  	
   

  
	
  Ronald C. Wornick

  	
   

  	
  Ronald C. Wornick,
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Anita L. Wornick

  	
   

  
	
   

  	
   

  	
  Anita L. Wornick,
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  TENANT:

  	
   

  
	
   

  	
   

  
	
  The Wornick Company, a
  Texas corporation  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ronald C. Wornick

  	
   

  	
   

  
	
   

  	
  Name:

  	
  President & CEO

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Ronald C. Wornick

  	
   

  	
   

  
								



 


2

















 


EXHIBIT “A”


 


All that tract of
land situated in Section 17, Township 4, Entire Range 1, Miami Purchase,
Sycamore Township, Hamilton County, Ohio in the City of Blue Ash and being more
particularly described as follows:


 


Beginning at a
point in the easterly line of said Section 17, also the center line of
Kenwood Road, located South 03’ 41’ 00” West, 1,543.38 feet from the
northeasterly corner of said Section 17;


 


thence South 03°
41’ 00” West, along said easterly line of Section 17 and center line of
Kenwood Road, 400.00 feet to a point;


 


thence North 81°
15’ 40” West, passing a Found Concrete Monument at 30.12 feet, a total distance
of 602.34 feet to a found Concrete Monument;


 


thence North 03°
41’ 00” East, parallel with the easterly line of said Section 17, a
distance of 35.13 feet to a set iron pin with cap;


 


thence North 81°
15’ 40” West, 401.56 feet to a set iron pin with cap;


 


thence North 03°
41’ 00” East, parallel with the easterly line of said Section 17, a
distance of 276.39 feet to a set iron pin with cap;


 


thence South 86°
19’ 00” East, passing a found Concrete Monument at 400.00 feet, and also
passing a set iron pin with cap at 970.00 feet, a total distance of 1000.00
feet to the Place of Beginning.


 

















 


EXHIBIT
“B”


 


	
  TRACT
  I:

  	
   

  	
  All of Lot “A”,
  RIGHT-AWAY-FOODS INC., an addition to the City of McAllen, Hidalgo County,
  Texas, according to the map or plat thereof recorded in Volume 21, Page 81,
  Map Records of Hidalgo County, Texas.

  
	
   

  	
   

  	
   

  
	
  TRACT
  II:

  	
   

  	
  A 5.0 acre tract of
  land, more or less, out of Lot 5, Block 12, STEELE AND PERSHING SUBDIVISION,
  Hidalgo County, Texas, according to the map or plat thereof recorded in
  Volume 8, Page 115, Deed Records of Hidalgo County, Texas and being more
  particularly described by metes and bounds as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEGINNING at an iron
  rod set on the West line of Lot 5, South 8 degrees 46 minutes West, 160.0
  feet from its Northwest corner for the Northwest corner of the following described
  tract of land, said point being on the South line McAllen Pharr Outfall Drain
  Ditch right of way;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, with the South
  line of said drain ditch right of way, parallel to the North line of Lot 5,
  South 81 degrees 14 minutes East, 463.4 feet to an iron rod set, for the
  Northeast corner hereof;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, parallel to the
  West line of Lot 5, South 8 degrees 46 minutes West, 470.0 feet to an iron
  rod set on the North line of 60 foot Cedar Avenue, for the Southeast corner
  hereof; said Cedar Avenue shown on map of Industrial Distribution Center,
  recorded in Volume 21, Page 80, Map Records;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, with the North
  line of Cedar Avenue, North 81 degrees 14 minutes West, 463.4 feet to an iron
  rod set on the West line of Lot 5, for the Southwest corner hereof; said
  point also being on the East line of Lot “A”, Right Away Foods, Inc.
  Subdivision, recorded in Volume 21, Page 81, Map Records.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, with the East
  line of Lot “A” Right Away Foods, Inc. Subdivision and the West line of Lot
  5, Block 12, Steele and Pershing Subdivision, North 8 degrees 46 minutes
  East, 470.0 feet to the PLACE OF BEGINNING, containing 5.0 acres of land,
  more or less.

  
	
   

  	
   

  	
   

  
	
  TRACT
  III:

  	
   

  	
  All of Lot “A”, WORNICK
  CO. BUSINESS DEVELOPMENT CENTER SUB’D, an addition to the City of Pharr,
  Hidalgo County, Texas according to the map or plat thereof recorded in Volume
  26, Page 69B, Map Records of Hidalgo County, Texas.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAVE AND EXCEPT the
  West 30 feet thereof conveyed to U.S. Internex Transportation, Inc., in
  Warranty Deed dated October 18, 1994, filed February 6, 1995 in the
  office of the County Clerk of Hidalgo County, Texas, under Document No.
  434330.

  



 

















 


	
  TRACT
  IV:

  	
   

  	
  A tract of land
  containing 2.46 acres, more or less, out of the West 17.51 acres of Lot 4,
  Block 12, STEELE AND PERSHING SUBDIVISION, Hidalgo County, Texas, according
  to the map or plat thereof recorded in Volume 8, Page 115, Deed Records of
  Hidalgo County, Texas and being more particularly described by metes and
  bounds as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEGINNING at an iron
  pipe on the South right of way line of the McAllen Outfall Drain Ditch, in
  the City of McAllen, Texas, for the Northeast corner of the following
  described tract of land; said point located North 81 deg. 14 min. West, 789.0
  feet, and South 8 deg. 46 rain. West 160.0 feet from the Northeast corner of
  said Lot 4;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, with the East
  line of the West 17.51 acres of Lot 4, South 8 deg. 46 min. West, 201.78 feet
  to a point for the most Northerly Southeast corner hereof; said point being
  5.0 feet Northerly from the North edge of concrete curb;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, parallel to the
  North line of Lot 4, parallel to the North edge of concrete curb, North 81
  deg. 14 min. West, 30.0 feet to the point of beginning of a curve to the
  left, for a point in line hereof;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, continue
  parallel to and 5.0 feet Westerly from the edge of concrete curb, with said
  curve to the left, on a radius of 55.0 feet through an arc of 156 deg. 25
  min. 19 sec., a distance of 150.15 feet to the point of beginning of curve to
  right;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, continue
  parallel to and 5.0 feet Westerly from the edge of concrete curb, with said
  curve to the right, on a radius of 45.0 feet, through an arc of 32 deg. 20
  min. 41 sec., a distance of 25.40 feet to end of curve, for a point in the
  East line hereof; said point being 30.0 feet Westerly from the centerline of
  North 1st Street;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, parallel to and
  30 feet Westerly from the centerline of North 1st Street; South 8 deg. 46
  min. West 366.88 feet to an iron pipe for the most Southerly Southeast corner
  hereof;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, North 81 deg.
  23 min. 30 sec. West, 144.92 feet to an iron pipe on the approximate East toe
  of Drain Ditch Spoil Bank, for the Southwest corner hereof;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, with a line
  along said Spoil Bank, North 7 deg. 40 min. East, 708.46 feet to an iron pipe
  on the South right of way line of McAllen Outfall Drain Ditch, for the
  Northwest corner hereof;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THENCE, with said drain
  ditch right of way line as follows; South 73 deg. 30 mm. 40 sec. East, 98.42
  feet and South 81 deg. 14 min. East, 90.99 feet to the POINT OF BEGINNING.
  Containing 2.46 acres of land, more or less.

  



 

















 


 


ASSIGNMENT AND
ASSUMPTION OF LEASE


 


ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”), entered into as
of June 30, 2004, by and among The Wornick Company, a Nevada corporation
(“Assignor”); and The Wornick Company, a Delaware corporation (“Assignee”).
Assignor and Assignee are referred to collectively herein as the “Parties.”


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, Assignor’s predecessor-in-interest, Shelf Stable Foods, Inc.,
as “Tenant,” and Ronald C. and Anita A. Wornick Revocable Trust,
successor-in-interest to Ronald C. Wornick, as “Landlord,” are parties to the
Amended and Restated Lease Agreement dated December 30, 1994, as assigned
to Tenant by Assignment of Amended and Restated Lease Agreement dated
October 28, 1995, as amended by Amendment to Lease Agreements dated
November 29, 1995 and as assigned to Landlord by Lease Assignment dated
July 8, 1998 (collectively, the “Lease”), presently covering certain
premises (the “Premises”) located at 10825 Kenwood Road, Cincinnati, Ohio, a
copy of which Lease is attached hereto as Exhibit A; and


 


WHEREAS, Assignor, as “Seller,” and Assignee, as “Buyer,” are parties
to an Assets Purchase and Sale Contract dated December 3, 2003 (the
“Purchase Agreement”), pursuant to which, subject to the terms and conditions
set forth therein, Assignee will purchase substantially all of the assets (and
assume certain of the liabilities) of Assignor, including all of Seller’s
right, title and interest in, under and to the Lease; and


 


WHEREAS, simultaneously with the closing of the transactions
contemplated by the Purchase Agreement, the Parties mutually desire (a) that
Assignor assign all of its right, title and interest in, under and to the Lease
to Assignee, (b) that Assignee accept such assignment from Assignor and assume
all of Assignor’s obligations as Tenant under the Lease, and (c) that Landlord
consent to the assignment contemplated hereby, all on the terms and conditions
hereinafter set forth.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and adequacy of which are
expressly acknowledged, the Parties agree as follows:


 


1.                                       Effective Date. For all purposes under this Agreement, the term “Effective Date” shall
mean that date, if any, on which the closing of the transactions contemplated
by the Purchase Agreement is consummated.


 


2.                                       Assignment and Assumption.


 


(a)                                  Effective as of the Effective Date, Assignor
hereby assigns, transfers and sets over unto Assignee all of Assignor’s right,
title and interest in, under and to (i) the Lease and (ii) the aggregate
security deposit heretofore made by Assignor pursuant to the Lease. Assignor
will deliver possession of the Premises to Assignee on the Effective Date.


 

















 


(b)                                 Assignee hereby accepts the foregoing assignment
and hereby agrees to perform all of the terms and conditions of the Lease to be
performed on the part of Assignor and assumes all of the liabilities and
obligations of Assignor under the Lease, as amended hereby, arising or accruing
on or after the Effective Date, including, without limitation, liability for
the payment of rent and for the due performance of all the terms, covenants and
conditions of the tenant pursuant to the Lease as amended hereby.


 


3.                                       Consent to Assignment. Effective as of the Effective Date, Landlord
has consented to the assignment effected hereby.


 


4.                                       Representation of Assignor. The Assignor hereby represents to the Assignee
and agrees as follows:


 


(a)                                  The Lease attached hereto as Exhibit A is a true,
correct and complete copy of the Lease, the Lease has not been amended or
modified except as set forth above and the same is the only agreement between
the Landlord and the Assignor with respect to the subject matter thereof.


 


(b)                                 The Lease is in full force and effect with no
defaults (or events which, with the passage of time, would become defaults)
thereunder on the part of either party in the performance of its obligations
under such Lease.


 


(c)                                  The minimum or base rent and all other rentals
and other payments due, owing and accruing under the Lease have been paid
through the due date thereof immediately preceding the Effective Date.


 


(d)                                 The current amount of tenant’s expense and tax
payments are $36,615.36 per six months.


 


(e)                                  Landlord is currently holding a security deposit
with respect to the Lease in the amount of $0.


 


5.                                       Miscellaneous.


 


(a)                                  Headings. The section headings used herein are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.


 


(b)                                 Governing law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.


 


(c)                                  Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one
and the same instrument.


 


2

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above written.


 


 


	
  ASSIGNOR

  	
  ASSIGNEE

  
	
  The Wornick Company, a
  Nevada

  corporation

  	
  The Wornick Company, a
  Delaware

  corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/ Larry L. Rose

  	
   

  	
  By:

  	
  /s/ Robert B. McKeon

  	
   

  
	
   

  	
  Larry
  L. Rose, President and

  Chief Executive Officer

  	
   

  	
  Robert
  B. McKeon, President

  
						



 


3

















 


	
  STATE OF NEW YORK

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF NEW YORK

  	
   

  	
  §

  



 


The foregoing instrument was acknowledged before me this June 30,
2004 by Larry L. Rose, President and CEO of The Wornick Company, a Nevada
corporation, on behalf of the corporation.


 


 


	
  /s/
  Janna Gabriel

  	
   

  	
   

  
	
  Notary Public

  	
   

  
	
  Printed Name:

  	
  Janna Gabriel

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  
	
  9/24/05

  	
   

  	
   

  
					



 


 


	
  STATE OF NEW YORK

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF NEW YORK

  	
   

  	
  §

  



 


The foregoing instrument was acknowledged before me this June 30,
2004 by Robert B. McKeon, President of The Wornick Company, a Delaware
corporation, on behalf of the corporation.


 


 


	
  /s/
  Elaine Gerace

  	
   

  	
   

  
	
  Notary Public

  	
   

  
	
  Printed Name:

  	
  Elaine
  Gerace

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  
	
  5/18/06

  	
   

  	
   

  
					



 


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