Exhibit E - 1
REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF THE PROPERTY OR THE
ASSIGNED PROPERTIES OR THE SUITABILITY THEREOF FOR ANY PURPOSE THAT ASSIGNEE MAY
DESIRE TO USE IT. ASSIGNOR HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES
OR REPRESENTATIONS AS TO THE CONDITION OF THE ASSIGNED PROPERTIES. ASSIGNOR HAS
EXECUTED THIS BILL OF SALE AND GENERAL ASSIGNMENT AND HAS SOLD, ASSIGNED,
TRANSFERED, SET OVER AND DELIVERED TO ASSIGNEE THE ASSIGNED PROPERTIES AS IS AND
WHEREVER LOCATED, WITH ALL FAULTS.
This Assignment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which shall together constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Assignor and Assignee have caused this Bill of Sale and
General Assignment to be executed as of the day and year first above written.
ASSIGNOR:
JOHN B. SANFILIPPO & SON, INC., a Delaware corporation
By:
Name:
/s/ William R. Pokrajac
William R. Pokrajac
Its:
Vice President of Finance
ASSIGNEE:
ARTHUR/BUSSE LIMITED PARTNERSHIP, an Illinois limited
partnership
By:
Name:
/s/ Mathias A. Valentine
Mathias A. Valentine
Its: Vice President, Arthur/Busse Properties, Inc.,
an Illinois Corporation, as General Partner
EXHIBIT A TO EXHIBIT E
List of Personal Property
None.
EXHIBIT F
Form of Fifth Lease Amendment
FIFTH AMENDMENT TO INDUSTRIAL BUILDING LEASE
This FIFTH AMENDMENT TO INDUSTRIAL BUILDING LEASE (this "Amendment"), is
made as of the ___ day of
, 2006 by and between CHICAGO
TITLE LAND TRUST COMPANY, not personally, but as successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number 100628 ("Lessor"),
and JOHN B. SANFILIPPO & SON, INC., a Delaware corporation ("Lessee").
RECITALS
A. Lessor and Lessee are parties to that certain Industrial Building Lease
dated June 1, 1985 (the "Original Lease"), as amended by that certain First
Amendment to Industrial Building Lease dated September 29, 1992 (the "First
Amendment"), that certain Second Amendment to Industrial Building Lease dated
March 3, 1995 (the "Second Amendment"), that certain Third Amendment to
Industrial Building Lease effectively dated January 1, 1998 (the "Third
Amendment") and that certain Fourth Amendment to Industrial Building Lease dated
as of April 24, 2006 (the "Fourth Amendment") (the Original Lease, as amended by
the First Amendment, Second Amendment, Third Amendment and the Fourth Amendment
is hereinafter referred to as the "Industrial Lease"), pursuant to which Lessee
leases from Lessor and Lessor leases to Lessee certain real property and the
improvements located thereon commonly known as 2299 Busse Road and 1717 Arthur
Avenue, all located in Elk Grove Village, Illinois, as more particularly
described in the Lease (the "Existing Premises").
B. Simultaneously with the execution of this Amendment, Lessee is:
(i) conveying to Lessor, Arthur/Busse (as hereinafter defined), or their
designee, fee simple title to certain real property and any and all improvements
located thereon, located in Elk Grove Village, Illinois and more particularly
described