Exhibit 10.40
OFFICE LEASE
BY AND BETWEEN
WOODCREST ROAD ASSOCIATES, L.P.,
A PENNSYLVANIA LIMITED PARTNERSHIP
D/B/A WRAAP, L.P. IN NEW JERSEY
(AS "Landlord")
AND
PINNACLE FOODS GROUP LLC,
A DELAWARE LIMITED LIABILITY COMPANY
(AS "Tenant")
SUITE #121
WOODCREST CORPORATE CENTER
101 WOODCREST
CHERRY HILL, NEW JERSEY
THE DELIVERY OR NEGOTIATION OF THIS DOCUMENT BY LANDLORD OR ITS AGENTS OR
ATTORNEYS SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO ENTER INTO ANY TRANSACTION
OR RELATIONSHIP WITH ANY PERSON OR PARTY. THIS DOCUMENT SHALL NOT BE BINDING
UPON LANDLORD OR ANY AFFILIATE OF LANDLORD OR ITS OR THEIR AGENTS OR ATTORNEYS
IN ANY RESPECT, NOR SHALL LANDLORD HAVE ANY OBLIGATIONS OR LIABILITIES TO TENANT
UNLESS AND UNTIL BOTH LANDLORD AND TENANT HAVE EXECUTED AND DELIVERED THIS
DOCUMENT. UNTIL ANY SUCH FULL EXECUTION AND DELIVERY OF THIS DOCUMENT, EITHER
LANDLORD OR TENANT MAY TERMINATE ALL NEGOTIATIONS WITH THE OTHER RELATING TO THE
SUBJECT MATTER HEREOF, WITHOUT CAUSE AND FOR ANY REASON, WITHOUT RECOURSE OR
LIABILITY.
TABLE OF CONTENTS
1.
BASIC LEASE PROVISIONS
5 2.
PROJECT
8 3.
TERM
9 4.
RENT
11 5.
USE & OCCUPANCY
17 6.
SERVICES & UTILITIES
25 7.
REPAIRS
28
8.
ALTERATIONS
28 9.
INSURANCE
30 10.
DAMAGE OR DESTRUCTION
32
11.
INDEMNITY
33 12.
CONDEMNATION
35 13.
TENANT TRANSFERS
35 14.
LANDLORD TRANSFERS
37 15.
DEFAULT AND REMEDIES
39 16.
INTENTIONALLY
OMITTED
41 17.
MISCELLANEOUS
41
i
LIST OF EXHIBITS
EXHIBIT A - LOCATION OF PREMISES EXHIBIT B - THE LAND EXHIBIT C - RULES AND
REGULATIONS EXHIBIT D - NOTICE OF LEASE TERM EXHIBIT E - WORK LETTER EXHIBIT E-1
- PRELIMINARY PLANS EXHIBIT F - PARKING EXHIBIT F-1 - VISITORS PARKING AREA
EXHIBIT G - INTENTIONALLY OMITTED EXHIBIT H - EXTENSION OPTIONS EXHIBIT I -
RIGHT OF FIRST OFFER EXHIBIT J - LETTER OF CREDIT EXHIBIT K - SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT EXHIBIT L - BUILDING EXTERIOR SIGN
EXHIBIT M - MONUMENT SIGN EXHIBIT N - JANITORIAL SPECIFICATIONS
ii
INDEX OF DEFINED TERMS
Acceptance Notice
I-1
ADA
29
Additional Insured
30
Additional Rent
11
Additional Services
26
Affiliates
34
Alterations
28
Amortization Rate
14
Applicable Environmental Law
19
Architect
E-1
Base Building
8
Base Rent
5
Base Year
6
Billing Addresses
7
Brokers
7
Building
5
Building Exterior Sign
20
Building Standard
9
Building Structure
8
Burnoff Date
11
Business Hours
7
CERCLA
18
Claims
33
Code
35
Common Area
8
Common Area Electrical Costs
16
Comparable Buildings
21, H-1
Comparison Year
11
Construction Costs
E-1
Contract Requirements
E-3
control
36
Controllable Expenses
12
Cost-Saving Expenses
12
Covered Numbers
19
Cure
19
Declaration
8
Default Rate
40
Delivery Date
10
Design Problem
28, E-2
Designated Offer Space Commencement Date
I-1
Designated Office Space
I-1
Draft
J-1
Draw Event
J-2
Early Entry Period
10
Estimated Additional Rent
15
Execution Date
5
Executive Order
18
Existing Mortgage
37
Expense Cap
12
Expenses
12
Expiration Date
10
Extended Term
H-1
Extension Premises
H-3
FAA
22
FCC
22
Final Plans
E-1
Force Majeure
41