Exhibit 10.1
LEASE AGREEMENT
between
CENTERPOINT INTERMODAL LLC,
an Illinois limited liability company
("Lessor")
and
WAL-MART STORES EAST, LP,
a Delaware limited partnership
("Lessee")
TABLE OF CONTENTS
1.
PREMISES
2.
TERM
3.
RENTAL
4.
LESSOR'S CONSTRUCTION
5.
COMPLETION
6.
ACCEPTANCE OF LESSEE'S BUILDING
7.
USE OF PREMISES
8.
EQUIPMENT, FIXTURES AND SIGNS
9.
MAINTENANCE BY LESSOR
10.
MAINTENANCE BY LESSEE
11.
CARE OF PREMISES; COMPLIANCE WITH LAWS
12.
INSURANCE; INDEMNITIES
13.
ACCESS BY LESSOR
14.
UTILITIES AND WASTE DISPOSAL
15.
CONDEMNATION
16.
DEFAULT CLAUSE
17.
ASSIGNMENT AND SUBLETTING
18.
MUTUAL WAIVER OF SUBROGATION
19.
CASUALTY LOSS
20.
TAXES AND OTHER IMPOSITIONS
21.
LESSEE'S FIXTURES, EQUIPMENT AND GOODS
22.
ALTERATIONS AND IMPROVEMENTS
i
23.
COVENANT OF TITLE AND QUIET ENJOYMENT
24.
HAZARDOUS SUBSTANCES
25.
RIGHT TO MORTGAGE
26.
EXTENSION OR RENEWAL
27.
NOTICES
28.
SHORT FORM LEASE
29.
CONSENT
30.
GOVERNING LAW; JURISDICTION; VENUE
31.
NET LEASE
32.
GUARANTY
33.
LESSOR'S TRANSFER OF PREMISES
34.
OPTION TO PURCHASE
35.
MISCELLANEOUS
ii
TABLE OF EXHIBITS
LEGAL DESCRIPTION
EXHIBIT "A"
SITE PLAN
EXHIBIT "A-1"
FIRST HALF OF BUILDING #1
EXHIBIT "A-2(a)"
REMAINDER OF BUILDING #1
EXHIBIT "A-2(b)"
FIRST HALF OF BUILDING #2
EXHIBIT "A-2(c)"
REMAINDER OF BUILDING #2
EXHIBIT "A-2(d)"
TITLE COMMITMENT
EXHIBIT "B"
INITIAL SPECIFICATIONS
EXHIBIT "C"
STATUS OF LESSOR'S WORK AS OF EACH POSSESSION DATE
EXHIBIT "C-1"
ACKNOWLEDGMENT OF COMPLETION
EXHIBIT "D"
SCHEDULE OF ENVIRONMENTAL REPORTS
EXHIBIT "E"
PERMITTED HAZARDOUS SUBSTANCES
EXHIBIT "F"
FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT "G"
FORM OF ESTOPPEL CERTIFICATE
EXHIBIT "H"
LESSOR GUARANTY
EXHIBIT "I"
LESSEE GUARANTY
EXHIBIT "J"
iii
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease") is executed and made as of the 24th day of
August, 2005 ("Date of this Lease"), by and between CENTERPOINT INTERMODAL LLC,
an Illinois limited liability company (hereinafter "Lessor"), and WAL-MART
STORES EAST, LP, a Delaware limited partnership (hereinafter "Lessee").
WITNESSETH:
1.
PREMISES.
Lessor, in consideration of the covenants and
agreements hereinafter contained, does hereby demise and lease to Lessee
(i) those certain parcels of real property (the "Land") containing approximately
168.22 gross acres, in the aggregate, which Land is situated in Elwood, Will
County, Illinois, within the project commonly known as CenterPoint Intermodal
Center (the "Project") and is more particularly described in Exhibit A attached
hereto and by this reference made a part hereof and depicted on the Site Plan
attached hereto as Exhibit A-1 and by this reference made a part hereof, and
(ii) all buildings, structures, driveways, parking lots, walkways, landscaping
and other appurtenances thereto and all other improvements now existing or
hereafter constructed or placed on the Land in accordance with this Lease, at
any time during the Term (as defined in Section 2), including specifically, but
without limitation, two (2) buildings to be constructed, one of which will
contain approximately one million five hundred ninety-seven thousand two hundred
eighty (1,597,280) rentable square feet ("Building #1") and the other of which
will contain approximately one million seven hundred sixty-seven thousand one
hundred sixty-eight (1,767,168) rentable square feet ("Building #2").