| Subscribers | 2007 |
Code of Business Conduct and Ethics
Code of Business Conduct and Ethics (53K)
Doc #2705736: This document is immediately available for purchase, but does not have a preview available for viewing.
2705736
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Subscribers | 2007 |
Custodian Agreement
Custodian Agreement (244K)
Doc #3028416: Click preview link for longer preview.
Custodian Agreement
This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the "Fund"), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Custodian").
Witnesseth:
Whereas, each Fund desires to retain the Custodian to act as custodian of certain of the assets of the Fund, and the Custodian is . . .
3028416
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Subscribers | 2002 |
Employment Agreement
Employment Agreement (29K)
Doc #944732: Click preview link for longer preview.
THIS EMPLOYMENT AGREEMENT ("Agreement") is dated December 5, 2002, is
effective as of January 1, 2003 and is by and between UNITED NATURAL FOODS,
INC., a Delaware corporation (the "Company"), and STEVEN H. TOWNSEND
("Employee").
1. Employment.
The Company hereby agrees to employ Employee, and Employee agrees to be
employed by the Company, for the Term defined in Section 3, subject to earlier
termination as hereinafter provided, at the rate of compensation and upon the
other terms and conditions hereinafter set forth.
2. Position and Responsibilities. . . .
944732
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United Natural
As referenced in this Employment Agreement:
UNITED NATURAL FOODS,
INC. – ex99-5.txt
EXHIBIT 99.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is dated December 5, 2002, is
effective as of January 1, 2003 and is by and between UNITED NATURAL FOODS,
INC. , a Delaware corporation (the "Company"), and STEVEN H. TOWNSEND
("Employee").
1. Employment.
The Company hereby agrees to employ Employee, and Employee agrees to be
employed by the Company, for
_____________
UNITED NATURAL FOODS, INC. – Company and Employee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
intending the Agreement to become binding and effective as of the date and year
first written above.
UNITED NATURAL FOODS, INC.
By /s/ MICHAEL FUNK /s/ STEVEN H. TOWNSEND
-------------------------- ---------------------------
Michael Funk Steven H. Townsend
Vice Chair of the Board
and CEO
8
ATTACHMENT A
Entities of Which Employee Serves
_____________
dt 1473041
;
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United Natural
As referenced in this Employment Agreement:
UNITED NATURAL FOODS,
INC. – ex99-5.txt
EXHIBIT 99.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is dated December 5, 2002, is
effective as of January 1, 2003 and is by and between UNITED NATURAL FOODS,
INC. , a Delaware corporation (the "Company"), and STEVEN H. TOWNSEND
("Employee").
1. Employment.
The Company hereby agrees to employ Employee, and Employee agrees to be
employed by the Company, for
_____________
UNITED NATURAL FOODS, INC. – Company and Employee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
intending the Agreement to become binding and effective as of the date and year
first written above.
UNITED NATURAL FOODS, INC.
By /s/ MICHAEL FUNK /s/ STEVEN H. TOWNSEND
-------------------------- ---------------------------
Michael Funk Steven H. Townsend
Vice Chair of the Board
and CEO
8
ATTACHMENT A
Entities of Which Employee Serves
_____________
dt 1498696
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Subscribers | 2001 |
Commercial Lease Contract
Commercial Lease Contract (69K)
Doc #120506: Click preview link for longer preview.
COMMERCIAL LEASE CONTRACT
THIS LEASE (the "Lease") is made this 6th day of June, 2001, by and
between M.D. HODGES ENTERPRISES, INC., first party, (hereinafter called
"Landlord"); having an address of 2410 Paces Ferry Road, Suite 200, Atlanta,
Georgia 30339, and UNITED NATURAL FOODS, INC., a Delaware Corporation, second
party, (hereinafter called "Tenant"); having an address of 260 Lake Road,
Dayville, Connecticut, 06241.
W I T N E S S E T H:
1. PREMISES - The Landlord, for and in consideration of the rents,
covenants, agreements, and stipulations hereinafter mentioned, reserved, and
contained, to be paid, kept and performed by the Tenant, has leased and rented,
and by these presents does lease and rent, unto the Tenant, and the Tenant
hereby agrees to lease and take upon the terms and conditions which hereinafter
appear, the following described property (exclusive of any easement for light or
air), hereinafter called "Premises," to wit:
311,793 Square Feet of single floor warehouse
space, located at 100 LAKEVIEW COURT, Atlanta,
Georgia, 30336 as located in Land Lot 115 of the
14th F.F. District of Fulton County, Georgia,
being all of the building commonly known as 100
LAKEVIEW COURT (the "Building") (Building #440),
said building located on a tract of land
consisting of approximately 19.63 acres.
2. TERM AND PREPARATION OF PREMISES
A. The term of this Lease shall commence on the Commencement Date,
as hereinafter defined, and shall end at midnight on the last day of the month
that is 184 months after the Commencement Date, unless sooner terminated as
hereinafter provided. The "Commencement Date" shall mean: August 1, 2001;
provided, however, that Tenant shall have the right to utilize the Premises
prior to August 1, 2001 for the purpose of the storage of Tenant's products and
construction of improvements to the Premises as allowed for under the terms of
this Lease. After the Commencement Date, Tenant will, upon demand, furnish
Landlord with a written statement confirming Tenant's acceptance of the Premises
and confirming the Commencement Date of the term of this Lease.
B. After proper execution of this Lease by Landlord and Tenant,
Landlord shall furnish all labor and material as necessary to deliver the
Premises as shown on EXHIBIT "D" hereof, which plans identify the work to be
completed by Landlord with respect to the requirements of this Lease. Said work
shall be performed in a good and workmanlike manner and in compliance with all
applicable laws, regulations and building codes. The Premises and Building
currently comply with all applicable laws, regulations and building codes for
buildings completed to "shell" condition. Except for the foregoing, Tenant
agrees to accept the Premises under the provisions of the Lease "WHERE IS, AS
IS".
120506
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United Natural
As referenced in this Commercial Lease Contract:
UNITED NATURAL FOODS INC –
UNITED NATURAL FOODS INC
_____________
UNITED NATURAL FOODS, INC. – of June, 2001, by and
between M.D. HODGES ENTERPRISES, INC., first party, (hereinafter called
"Landlord"); having an address of 2410 Paces Ferry Road, Suite 200, Atlanta,
Georgia 30339, and UNITED NATURAL FOODS, INC. , a Delaware Corporation, second
party, (hereinafter called "Tenant"); having an address of 260 Lake Road,
Dayville, Connecticut, 06241.
W I T N E S S E T H:
1.
_____________
UNITED NATURAL FOODS, INC. – of 14% per annum until
paid (the "Default Rate"); provided however said interest shall not begin to
accrue until Landlord has given Tenant written notice of such non-payment.
UNITED NATURAL FOODS, INC.
Commercial Lease Agreement
100 Lakeview Court
Page 2
5. ADVANCE RENT - Notwithstanding Section 3. of this Lease, Landlord
acknowledges receipt from Tenant of EIGHTY-THREE THOUSAND SIX HUNDRED SIXTY-
_____________
UNITED NATURAL FOODS, INC. – warranty;
provided, however, that Landlord shall not be responsible for the repair of (i)
any and all repairs rendered necessary by the negligence of Tenant, its agents,
employees, or
UNITED NATURAL FOODS, INC.
Commercial Lease Agreement
100 Lakeview Court
Page 3
invitees, and (ii) any areas of the floor where Tenant installs its cooler and
freezer areas. In addition, with respect to
_____________
UNITED NATURAL FOODS, INC. – and thereafter, at
least fifteen (15) days prior to the expiration date of any policy required of
Tenant, Tenant agrees to deliver to Landlord a certificate evidencing the
insurance
UNITED NATURAL FOODS, INC.
Commercial Lease Agreement
100 Lakeview Court
Page 4
coverage required of Tenant under this Lease. Said certificate shall contain an
endorsement that such insurance may not be canceled except
_____________
dt 1853785
;
United Natural
As referenced in this Commercial Lease Contract:
UNITED NATURAL FOODS, INC. – of June, 2001, by and
between M.D. HODGES ENTERPRISES, INC., first party, (hereinafter called
"Landlord"); having an address of 2410 Paces Ferry Road, Suite 200, Atlanta,
Georgia 30339, and UNITED NATURAL FOODS, INC. , a Delaware Corporation, second
party, (hereinafter called "Tenant"); having an address of 260 Lake Road,
Dayville, Connecticut, 06241.
W I T N E S S E T H:
1.
_____________
UNITED NATURAL FOODS, INC. – of 14% per annum until
paid (the "Default Rate"); provided however said interest shall not begin to
accrue until Landlord has given Tenant written notice of such non-payment.
{PAGE}
UNITED NATURAL FOODS, INC.
Commercial Lease Agreement
100 Lakeview Court
Page 2
5. ADVANCE RENT - Notwithstanding Section 3. of this Lease, Landlord
acknowledges receipt from Tenant of EIGHTY-THREE THOUSAND SIX HUNDRED SIXTY-
_____________
UNITED NATURAL FOODS, INC. – warranty;
provided, however, that Landlord shall not be responsible for the repair of (i)
any and all repairs rendered necessary by the negligence of Tenant, its agents,
employees, or
{PAGE}
UNITED NATURAL FOODS, INC.
Commercial Lease Agreement
100 Lakeview Court
Page 3
invitees, and (ii) any areas of the floor where Tenant installs its cooler and
freezer areas. In addition, with respect to
_____________
UNITED NATURAL FOODS, INC. – and thereafter, at
least fifteen (15) days prior to the expiration date of any policy required of
Tenant, Tenant agrees to deliver to Landlord a certificate evidencing the
insurance
{PAGE}
UNITED NATURAL FOODS, INC.
Commercial Lease Agreement
100 Lakeview Court
Page 4
coverage required of Tenant under this Lease. Said certificate shall contain an
endorsement that such insurance may not be canceled except
_____________
UNITED NATURAL FOODS, INC. – to terminate this Lease as to the balance of the
Premises by giving written notice to the other within thirty (30) days after
such date; provided, however, that a
{PAGE}
UNITED NATURAL FOODS, INC.
Commercial Lease Agreement
100 Lakeview Court
Page 5
condition to the exercise by Tenant of such right to terminate shall be that the
portion of the Premises taken shall
_____________
dt 1498691
;
Chicago Title
As referenced in this Commercial Lease Contract:
Chicago Title Insurance – liens, claims and encumbrances except those (other than mortgages
and similar liens) set forth in Commitment Number 2-11924(B)(R2) issued by
Chicago Title Insurance Company to First Union National Bank of Georgia, a copy
of which has been delivered to Tenant.
C. Landlord agrees to execute and
_____________
dt 157773
;
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 First Union
As referenced in this Commercial Lease Contract:
First Union National Bank – those (other than mortgages
and similar liens) set forth in Commitment Number 2-11924(B)(R2) issued by
Chicago Title Insurance Company to First Union National Bank of Georgia, a copy
of which has been delivered to Tenant.
C. Landlord agrees to execute and deliver such affidavits and other
documents
_____________
dt 184139
;
M.D. Hodges Enterprises, Inc.
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Subscribers | 2007 |
Global Custody Agreement
Global Custody Agreement (302K)
Doc #3028417: Click preview link for longer preview.
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective January 3, 1994, and is between THE CHASE MANHATTAN BANK, N.A. (the "Bank") and EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately (each individually, the "Customer").
1.Customer Accounts.
The Bank agrees to establish and maintain the following accounts ("Accounts"):
(a)A custody account in the name of the Customer ("Custody Account") for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, . . .
3028417
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Subscribers | 2003 |
Joinder Agreement
Joinder Agreement (8K)
Doc #173688: Click preview link for longer preview.
JOINDER AGREEMENT
United Natural Trading Co., a Delaware corporation, with a place of business
located at 700 East Lincoln Avenue, Rahway, New Jersey 07065 ("United") hereby
joins with and agrees to be bound by and accepts all obligations whenever
incurred with United Natural Foods, Inc., Mountain People's Warehouse
Incorporated, Nutrasource, Inc., Rainbow Natural Foods, Inc., Stow Mills, Inc.,
United Northeast LLC and United Natural Foods Pennsylvania, Inc., (collectively,
the "Borrowers") as a co-borrower under that certain Loan and Security Agreement
dated August 31, 2001 (the "Loan Agreement") among the Borrowers, the Lenders
identified under the caption "Lenders" on the signature pages thereto, Fleet
Capital Corporation, administrative and collateral agent for the Lenders (the
"Agent"), Citizens Bank of Massachusetts as the syndication agent, U.S. Bank
National Association, as documentation agent and Fleet Securities, Inc., as
syndication arranger, as amended from time to time, and under each of the Loan
Documents (as such term is defined in the Loan Agreement).
United hereby agrees that it is a Borrower under the Loan Agreement and other
Loan Documents, as if it were an original party thereto, and that it is
directly, unconditionally, absolutely and jointly and severally liable to pay
and perform each and all of the Obligations of Borrowers under the Loan
Agreement whether now existing or hereafter created or existing.
173688
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United Natural
As referenced in this Joinder Agreement:
United Natural Foods, Inc. – place of business
located at 700 East Lincoln Avenue, Rahway, New Jersey 07065 ("United") hereby
joins with and agrees to be bound by and accepts all obligations whenever
incurred with United Natural Foods, Inc. , Mountain People's Warehouse
Incorporated, Nutrasource, Inc., Rainbow Natural Foods, Inc., Stow Mills, Inc.,
United Northeast LLC and United Natural Foods Pennsylvania, Inc., (collectively,
the "Borrowers") as a co-
_____________
dt 1473038
;
United Natural
As referenced in this Joinder Agreement:
United Natural Foods, Inc. – place of business
located at 700 East Lincoln Avenue, Rahway, New Jersey 07065 ("United") hereby
joins with and agrees to be bound by and accepts all obligations whenever
incurred with United Natural Foods, Inc. , Mountain People's Warehouse
Incorporated, Nutrasource, Inc., Rainbow Natural Foods, Inc., Stow Mills, Inc.,
United Northeast LLC and United Natural Foods Pennsylvania, Inc., (collectively,
the "Borrowers") as a co-
_____________
dt 1498693
;
Fleet Securities
As referenced in this Joinder Agreement:
Fleet Securities, – agent for the Lenders (the
"Agent"), Citizens Bank of Massachusetts as the syndication agent, U.S. Bank
National Association, as documentation agent and Fleet Securities, Inc., as
syndication arranger, as amended from time to time, and under each of the Loan
Documents (as such term is defined
_____________
dt 111992
;
|
U.S. Bank, NA
As referenced in this Joinder Agreement:
U.S. Bank
National Association, – signature pages thereto, Fleet
Capital Corporation, administrative and collateral agent for the Lenders (the
"Agent"), Citizens Bank of Massachusetts as the syndication agent, U.S. Bank
National Association, as documentation agent and Fleet Securities, Inc., as
syndication arranger, as amended from time to time, and under each of the Loan
_____________
dt 187938
;
United Natural Trading Co.;
More... |
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Subscribers | 2008 |
Lease Agreement
Lease Agreement (142K)
Doc #3276524: Click preview link for longer preview.
CACTUS COMMERCE, LLC,
as Landlord
AND
UNITED NATURAL FOODS, INC.,
as Tenant
_________________________
LEASE AGREEMENT
_________________________
Dated:
December 3, 2007
Premises:
22150 Goldencrest Drive
Moreno Valley, California
REFERENCE DATA AND DEFINITIONS
1
ARTICLE 2
DEMISED PREMISES AND TERM
4
Section 2.1
Demised Premises
4
Section 2. . . .
3276524
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United Natural
As referenced in this Lease Agreement:
UNITED NATURAL FOODS, INC. – ex10-35.htm
EX-10.35 2 ex10-35.htm CACTUS COMMERCE LEASE
Exhibit 10.35
CACTUS COMMERCE, LLC,
as Landlord
AND
UNITED NATURAL FOODS, INC. ,
as Tenant
_________________________
LEASE AGREEMENT
_________________________
Dated:
December 3, 2007
Premises:
22150 Goldencrest Drive
Moreno Valley, California
TABLE OF CONTENTS
Page
ARTICLE 1
REFERENCE DATA AND DEFINITIONS
1
ARTICLE
_____________
United Natural Foods, Inc. – Park, NJ 07932
Attn: Jeremy A. Litt
WIRE INSTRUCTIONS AND/OR
ADDRESS FOR RENT PAYMENT:
Overton Moore Properties
19300 Hamilton Avenue, Suite 200
Gardena, CA 90248
Attn: Accounts Receivable
TENANT:
United Natural Foods, Inc.
STATE OF TENANT?S
FORMATION/INCORPORATION:
Delaware
TENANT?S ADDRESS:
260 Lake Road
Dayville, Connecticut 06241
1
DEMISED PREMISES:
The Building described below, as shown on Exhibit A, which
_____________
United Natural Foods, Inc. – subject to the terms and conditions set forth in this Lease. Tenant shall have no right to extend the Term except as provided herein. The Options shall be personal to United Natural Foods, Inc. and to any entity controlling, controlled by or under common control with United Natural Foods, Inc. (collectively, ?Affiliates?), and shall not be transferable or assignable to any other assignee
_____________
United Natural Foods, Inc. – to extend the Term except as provided herein. The Options shall be personal to United Natural Foods, Inc. and to any entity controlling, controlled by or under common control with United Natural Foods, Inc. (collectively, ?Affiliates?), and shall not be transferable or assignable to any other assignee of the Lease. Each of the Options shall be exercised, if at all, by Tenant?s
_____________
UNITED NATURAL FOODS, INC. – by Tenant from the date such business operations commence.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the date first written above.
TENANT:
UNITED NATURAL FOODS, INC. ,
a Delaware corporation
LANDLORD:
CACTUS COMMERCE, LLC,
a Delaware limited liability company
By: BlackRock Realty Advisors, Inc., its manager
By:
/s/ Mark Shamber
By:
/s/ Robert D. Norberg
Mark
_____________
dt 1839390
;
|
United Natural
As referenced in this Lease Agreement:
UNITED NATURAL FOODS, INC. – ex10-35.htm
EX-10.35 2 ex10-35.htm CACTUS COMMERCE LEASE
Exhibit 10.35
CACTUS COMMERCE, LLC,
as Landlord
AND
UNITED NATURAL FOODS, INC. ,
as Tenant
_________________________
LEASE AGREEMENT
_________________________
Dated:
December 3, 2007
Premises:
22150 Goldencrest Drive
Moreno Valley, California
TABLE OF CONTENTS
Page
ARTICLE 1
REFERENCE DATA AND DEFINITIONS
1
ARTICLE
_____________
United Natural Foods, Inc. – Park, NJ 07932
Attn: Jeremy A. Litt
WIRE INSTRUCTIONS AND/OR
ADDRESS FOR RENT PAYMENT:
Overton Moore Properties
19300 Hamilton Avenue, Suite 200
Gardena, CA 90248
Attn: Accounts Receivable
TENANT:
United Natural Foods, Inc.
STATE OF TENANT?S
FORMATION/INCORPORATION:
Delaware
TENANT?S ADDRESS:
260 Lake Road
Dayville, Connecticut 06241
1
DEMISED PREMISES:
The Building described below, as shown on Exhibit A, which
_____________
United Natural Foods, Inc. – subject to the terms and conditions set forth in this Lease. Tenant shall have no right to extend the Term except as provided herein. The Options shall be personal to United Natural Foods, Inc. and to any entity controlling, controlled by or under common control with United Natural Foods, Inc. (collectively, ?Affiliates?), and shall not be transferable or assignable to any other assignee
_____________
United Natural Foods, Inc. – to extend the Term except as provided herein. The Options shall be personal to United Natural Foods, Inc. and to any entity controlling, controlled by or under common control with United Natural Foods, Inc. (collectively, ?Affiliates?), and shall not be transferable or assignable to any other assignee of the Lease. Each of the Options shall be exercised, if at all, by Tenant?s
_____________
UNITED NATURAL FOODS, INC. – by Tenant from the date such business operations commence.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the date first written above.
TENANT:
UNITED NATURAL FOODS, INC. ,
a Delaware corporation
LANDLORD:
CACTUS COMMERCE, LLC,
a Delaware limited liability company
By: BlackRock Realty Advisors, Inc., its manager
By:
/s/ Mark Shamber
By:
/s/ Robert D. Norberg
Mark
_____________
dt 1844513
|
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Subscribers | 2007 |
Merger Agreement
Merger Agreement (186K)
Doc #3213610: Click preview link for longer preview.
MERGER AGREEMENT
BY AND AMONG
UNITED NATURAL FOODS, INC.,
UNFI MERGER SUB, INC.,
DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this �Agreement�), dated as of October 5, 2007, by and among UNITED NATURAL FOODS, INC., a Delaware corporation (�Buyer�), UNFI MERGER SUB, INC., a Delaware corporation (�Merger Sub�), DISTRIBUTION HOLDINGS, INC., a Delaware corporation (the �Holding Company�), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware corporation (the . . .
3213610
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United Natural
As referenced in this Merger Agreement:
UNITED NATURAL FOODS, INC. –
EX-10.4 2 ex10-4.htm
Exhibit 10.4
MERGER AGREEMENT
BY AND AMONG
UNITED NATURAL FOODS, INC. ,
UNFI MERGER SUB, INC.,
DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October
_____________
UNITED NATURAL FOODS, INC. – DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October 5, 2007, by and among UNITED NATURAL FOODS, INC. , a Delaware corporation (?Buyer?), UNFI MERGER SUB, INC., a Delaware corporation (?Merger Sub?), DISTRIBUTION HOLDINGS, INC., a Delaware corporation (the ?Holding Company?), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware
_____________
United Natural Foods, Inc. – automatic transmission report) or four (4) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows:
if to Buyer or Merger Sub, to:
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
Attn: Mr. Mark Shamber
Facsimile:
with copies (which shall not constitute notice) to:
Cameron & Mittleman LLP
56 Exchange Terrace
Providence, RI 02903
_____________
UNITED NATURAL FOODS, INC. – of this Agreement.
[Remainder of Page Intentionally Left Blank.]
- 58 -
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.
UNITED NATURAL FOODS, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title: Vice President, CFO and Treasurer
UNFI MERGER SUB, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title:
_____________
dt 1839389
;
|
United Natural
As referenced in this Merger Agreement:
UNITED NATURAL FOODS, INC. –
EX-10.4 2 ex10-4.htm
Exhibit 10.4
MERGER AGREEMENT
BY AND AMONG
UNITED NATURAL FOODS, INC. ,
UNFI MERGER SUB, INC.,
DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October
_____________
UNITED NATURAL FOODS, INC. – DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October 5, 2007, by and among UNITED NATURAL FOODS, INC. , a Delaware corporation (?Buyer?), UNFI MERGER SUB, INC., a Delaware corporation (?Merger Sub?), DISTRIBUTION HOLDINGS, INC., a Delaware corporation (the ?Holding Company?), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware
_____________
United Natural Foods, Inc. – automatic transmission report) or four (4) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows:
if to Buyer or Merger Sub, to:
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
Attn: Mr. Mark Shamber
Facsimile:
with copies (which shall not constitute notice) to:
Cameron & Mittleman LLP
56 Exchange Terrace
Providence, RI 02903
_____________
UNITED NATURAL FOODS, INC. – of this Agreement.
[Remainder of Page Intentionally Left Blank.]
- 58 -
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.
UNITED NATURAL FOODS, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title: Vice President, CFO and Treasurer
UNFI MERGER SUB, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title:
_____________
dt 1844512
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Subscribers | 2001 |
Nnn Lease (Multi-Tenant)
Nnn Lease (Multi-Tenant) (352K)
Doc #120507: Click preview link for longer preview.
NNN LEASE (MULTI-TENANT)
BETWEEN
METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD)
AND
UNITED NATURAL FOODS, INC. (TENANT)
13204 Philadelphia Street
Fontana, California
{PAGE}
TABLE OF CONTENTS
PAGE
ARTICLE ONE - BASIC LEASE PROVISIONS...........................................1
1.01 BASIC LEASE PROVISIONS...........................................1
1.02 ENUMERATION OF EXHIBITS & RIDER(S)...............................2
1.03 DEFINITIONS......................................................2
ARTICLE TWO - PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING..........7
2.01 LEASE OF PREMISES................................................7
2.02 TERM.............................................................7
2.03 FAILURE TO GIVE POSSESSION.......................................7
2.04 AREA OF PREMISES.................................................8
2.05 CONDITION OF PREMISES............................................8
2.06 COMMON AREAS.....................................................8
2.07 TENANT'S PARKING AREA & TRUCK COURT..............................8
2.08 DISPUTE RE SUBSTANTIAL COMPLETION OF OR DEFECTS IN PREMISES......9
ARTICLE THREE - RENT..........................................................10
ARTICLE FOUR - RENT ADJUSTMENTS AND PAYMENTS..................................10
4.01 RENT ADJUSTMENTS................................................10
4.02 STATEMENT OF LANDLORD...........................................10
4.03 BOOKS AND RECORDS...............................................11
4.04 TENANT OR LEASE SPECIFIC TAXES..................................11
ARTICLE FIVE - SECURITY DEPOSIT...............................................11
ARTICLE SIX -UTILITIES & SERVICES.............................................11
6.01 LANDLORD'S OBLIGATIONS GENERALLY................................11
6.02 TENANT'S OBLIGATIONS & PAYMENT..................................12
6.03 TELEPHONE SERVICES..............................................12
6.04 FAILURE OR INTERRUPTION OF UTILITY OR SERVICE...................13
6.05 INTENTIONALLY OMITTED...........................................13
6.06 SIGNAGE.........................................................13
6.07 STANDBY GENERATOR...............................................14
6.08 PROPANE TANK....................................................15
ARTICLE SEVEN - POSSESSION, USE AND CONDITION OF PREMISES.....................15
7.01 POSSESSION AND USE OF PREMISES..................................15
7.02 HAZARDOUS MATERIAL..............................................16
7.03 LANDLORD ACCESS TO PREMISES; APPROVALS..........................19
7.04 QUIET ENJOYMENT.................................................20
ARTICLE EIGHT - MAINTENANCE...................................................20
8.01 LANDLORD'S MAINTENANCE..........................................20
8.02 TENANT'S MAINTENANCE............................................21
8.03 TENANT'S RIGHT TO MAKE CERTAIN REPAIRS..........................21
ARTICLE NINE - ALTERATIONS AND IMPROVEMENTS...................................22
9.01 TENANT ALTERATIONS..............................................22
9.02 LIENS...........................................................23
ARTICLE TEN - ASSIGNMENT AND SUBLETTING.......................................23
10.01 ASSIGNMENT AND SUBLETTING.......................................23
10.02 RECAPTURE.......................................................25
10.03 EXCESS RENT.....................................................25
10.04 TENANT LIABILITY................................................25
ARTICLE ELEVEN - DEFAULT AND REMEDIES.........................................25
11.01 EVENTS OF DEFAULT...............................................25
11.02 LANDLORD'S REMEDIES.............................................25
11.03 ATTORNEY'S FEES.................................................27
11.04 BANKRUPTCY......................................................27
11.05 LANDLORD'S DEFAULT..............................................28
ARTICLE TWELVE - SURRENDER OF PREMISES........................................28
12.01 IN GENERAL......................................................28
12.02 LANDLORD'S RIGHTS...............................................29
i
{PAGE}
ARTICLE THIRTEEN - HOLDING OVER...............................................29
ARTICLE FOURTEEN - DAMAGE BY FIRE OR OTHER CASUALTY...........................29
14.01 SUBSTANTIAL UNTENANTABILITY.....................................29
14.02 INSUBSTANTIAL UNTENANTABILITY...................................30
14.03 RENT ABATEMENT..................................................30
14.04 WAIVER OF STATUTORY REMEDIES....................................30
ARTICLE FIFTEEN - EMINENT DOMAIN..............................................30
15.01 TAKING OF WHOLE OR SUBSTANTIAL PART.............................30
15.02 TAKING OF PART..................................................31
15.03 COMPENSATION....................................................31
ARTICLE SIXTEEN - INSURANCE...................................................31
16.01 TENANT'S INSURANCE..............................................31
16.02 FORM OF POLICIES................................................31
16.03 LANDLORD'S INSURANCE............................................31
16.04 WAIVER OF SUBROGATION...........................................32
16.05 NOTICE OF CASUALTY..............................................32
ARTICLE SEVENTEEN - WAIVER OF CLAIMS AND INDEMNITY............................32
17.01 WAIVER OF CLAIMS................................................32
17.02 INDEMNITY BY TENANT.............................................33
17.03 WAIVER OF CONSEQUENTIAL DAMAGES.................................35
ARTICLE EIGHTEEN - RULES AND REGULATIONS......................................33
18.01 RULES...........................................................33
18.02 ENFORCEMENT.....................................................33
ARTICLE NINETEEN - LANDLORD'S RESERVED RIGHTS.................................33
ARTICLE TWENTY - ESTOPPEL CERTIFICATE.........................................34
20.01 IN GENERAL......................................................34
20.02 ENFORCEMENT.....................................................34
ARTICLE TWENTY-ONE - (INTENTIONALLY OMITTED)..................................34
ARTICLE TWENTY-TWO - REAL ESTATE BROKERS......................................34
ARTICLE TWENTY-THREE - MORTGAGEE PROTECTION...................................34
23.01 SUBORDINATION AND ATTORNMENT....................................34
23.02 MORTGAGEE PROTECTION............................................35
ARTICLE TWENTY-FOUR - NOTICES.................................................35
ARTICLE TWENTY-FIVE - INTENTIONALLY OMITTED...................................36
ARTICLE TWENTY-SIX - MISCELLANEOUS............................................36
26.01 LATE CHARGES....................................................36
26.02 NO JURY TRIAL; VENUE; JURISDICTION..............................36
26.03 LANDLORD CONSENT TO ENCUMBRANCE OF TENANT'S PERSONAL
PROPERTY........................................................36
26.04 INTENTIONALLY OMITTED...........................................37
26.05 TENANT AUTHORITY................................................37
26.06 ENTIRE AGREEMENT................................................37
26.07 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE..................37
26.08 EXCULPATION.....................................................37
26.09 ACCORD AND SATISFACTION.........................................37
26.10 LANDLORD'S OBLIGATIONS ON SALE OF BUILDING......................37
26.11 BINDING EFFECT..................................................37
26.12 CAPTIONS........................................................37
26.13 TIME; APPLICABLE LAW; CONSTRUCTION..............................37
26.14 ABANDONMENT.....................................................38
26.15 LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES.....................38
26.16 SECURITY SYSTEM.................................................38
26.17 NO LIGHT, AIR OR VIEW EASEMENTS.................................38
26.18 RECORDATION.....................................................38
26.19 SURVIVAL........................................................38
26.20 RIDERS..........................................................38
ii
{PAGE}
NNN LEASE (MULTI-TENANT)
ARTICLE ONE
BASIC LEASE PROVISIONS
1.01 BASIC LEASE PROVISIONS
In the event of any conflict between these Basic Lease Provisions and any other
Lease provision, such other Lease provision shall control.
(1) BUILDING AND ADDRESS:
The building located at the Project, which houses spaces with different
street addresses, including:
13204 Philadelphia Street
Fontana, CA 92337
(2) LANDLORD AND ADDRESS:
Metropolitan Life Insurance Company,
a New York corporation
Notices to Landlord shall be addressed:
Metropolitan Life Insurance Company
c/o Cushman & Wakefield
555 South Flower Street, Suite 4200
Los Angeles, CA 90071
Attention: Philadelphia Street Project Manager
with copies to the following:
Metropolitan Life Insurance Company
333 South Hope Street, Suite 2950
Los Angeles, CA 90071
Attention: EIM Manager
and
Metropolitan Life Insurance Company
400 South El Camino Real, 8th Floor
San Mateo, CA 94402
Attention: Associate General Counsel
Telephone number and person to contact in case of emergency (and as
provided pursuant to Section 8.03), except as otherwise designated from
time to time by Landlord or its Project Manager by written notice to
Tenant: Sharon Hansen of Cushman & Wakefield
Telephone number: 213-955-5100 &
Cell Phone Number: 213-361-1591
(3) TENANT AND ADDRESS:
(a) Name: United Natural Foods, Inc.
(b) State of formation & type of entity: a Delaware corporation
(c) Federal Tax Identification Number: 05-0376157
Tenant shall notify Landlord of any change in the foregoing.
Notices to Tenant shall be addressed:
United Natural Foods, Inc.
c/o Mountain People's Warehouse Inc.
12745 Earhart Avenue
Auburn, CA 95602
Attention: Ginny Feth-Michel
with copies to the following:
Joseph F. Whinery, Jr.
Cameron & Mittleman LLP
56 Exchange Terrace
Providence, Rhode Island 02903
(4) DATE OF LEASE: as of July 31, 2001
(5) LEASE TERM: 123 months
120507
|
United Natural
As referenced in this Nnn Lease (Multi-Tenant):
UNITED NATURAL FOODS INC –
UNITED NATURAL FOODS INC
_____________
UNITED NATURAL FOODS, INC. –
EX-10.21
4
Exhibit 10.22
NNN LEASE (MULTI-TENANT)
BETWEEN
METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD)
AND
UNITED NATURAL FOODS, INC. (TENANT)
13204 Philadelphia Street
Fontana, California
TABLE OF CONTENTS
PAGE
ARTICLE ONE - BASIC LEASE PROVISIONS...........................................1
1.01 BASIC LEASE PROVISIONS...........................................1
1.02 ENUMERATION OF EXHIBITS & RIDER(
_____________
United Natural Foods, Inc. – its Project Manager by written notice to
Tenant: Sharon Hansen of Cushman & Wakefield
Telephone number: 213-955-5100 &
Cell Phone Number: 213-361-1591
(3) TENANT AND ADDRESS:
(a) Name: United Natural Foods, Inc.
(b) State of formation & type of entity: a Delaware corporation
(c) Federal Tax Identification Number: 05-0376157
Tenant shall notify Landlord of any change in the foregoing.
Notices to
_____________
United Natural Foods, Inc. – formation & type of entity: a Delaware corporation
(c) Federal Tax Identification Number: 05-0376157
Tenant shall notify Landlord of any change in the foregoing.
Notices to Tenant shall be addressed:
United Natural Foods, Inc.
c/o Mountain People's Warehouse Inc.
12745 Earhart Avenue
Auburn, CA 95602
Attention: Ginny Feth-Michel
with copies to the following:
Joseph F. Whinery, Jr.
Cameron & Mittleman LLP
_____________
United
Natural Foods, Inc. – repair and restore the
area in which the sign was located to its condition prior to installation of
such sign. The Exterior Sign Right under this Subsection is personal to United
Natural Foods, Inc. and may not be used by, and shall not be transferrable or
assignable (voluntarily or involuntarily) to any person or entity except to an
assignee of the Lease of
_____________
dt 1853789
;
United Natural
As referenced in this Nnn Lease (Multi-Tenant):
UNITED NATURAL FOODS, INC. –
EX-10.21
4
Exhibit 10.22
NNN LEASE (MULTI-TENANT)
BETWEEN
METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD)
AND
UNITED NATURAL FOODS, INC. (TENANT)
13204 Philadelphia Street
Fontana, California
TABLE OF CONTENTS
PAGE
ARTICLE ONE - BASIC LEASE PROVISIONS...........................................1
1.01 BASIC LEASE PROVISIONS...........................................1
1.02 ENUMERATION OF EXHIBITS & RIDER(
_____________
United Natural Foods, Inc. – its Project Manager by written notice to
Tenant: Sharon Hansen of Cushman & Wakefield
Telephone number: 213-955-5100 &
Cell Phone Number: 213-361-1591
(3) TENANT AND ADDRESS:
(a) Name: United Natural Foods, Inc.
(b) State of formation & type of entity: a Delaware corporation
(c) Federal Tax Identification Number: 05-0376157
Tenant shall notify Landlord of any change in the foregoing.
Notices to
_____________
United Natural Foods, Inc. – formation & type of entity: a Delaware corporation
(c) Federal Tax Identification Number: 05-0376157
Tenant shall notify Landlord of any change in the foregoing.
Notices to Tenant shall be addressed:
United Natural Foods, Inc.
c/o Mountain People's Warehouse Inc.
12745 Earhart Avenue
Auburn, CA 95602
Attention: Ginny Feth-Michel
with copies to the following:
Joseph F. Whinery, Jr.
Cameron & Mittleman LLP
_____________
United
Natural Foods, Inc. – repair and restore the
area in which the sign was located to its condition prior to installation of
such sign. The Exterior Sign Right under this Subsection is personal to United
Natural Foods, Inc. and may not be used by, and shall not be transferrable or
assignable (voluntarily or involuntarily) to any person or entity except to an
assignee of the Lease of
_____________
United Natural Foods, Inc. – right to use and store in, and transport to and from, the
Premises Hazardous Material Incidental to Food Use and/or, as applicable,
the Permitted Hazardous Material is personal to United Natural Foods, Inc.
and, as long as it remains an Affiliate of Tenant, MPWI [as defined in
Section 10.01(e)], and may not be assigned or otherwise transferred except
to an
_____________
dt 1849877
;
|
MetLife
As referenced in this Nnn Lease (Multi-Tenant):
METROPOLITAN LIFE INSURANCE CO –
{DOCUMENT}
{TYPE}EX-10.21
{SEQUENCE}4
Exhibit 10.22
NNN LEASE (MULTI-TENANT)
BETWEEN
METROPOLITAN LIFE INSURANCE CO MPANY (LANDLORD)
AND
UNITED NATURAL FOODS, INC. (TENANT)
13204 Philadelphia Street
Fontana, California
{PAGE}
TABLE OF CONTENTS
PAGE
ARTICLE ONE - BASIC LEASE PROVISIONS...........................................
_____________
Metropolitan Life Insurance Co – building located at the Project, which houses spaces with different
street addresses, including:
13204 Philadelphia Street
Fontana, CA 92337
(2) LANDLORD AND ADDRESS:
Metropolitan Life Insurance Co mpany,
a New York corporation
Notices to Landlord shall be addressed:
Metropolitan Life Insurance Company
c/o Cushman & Wakefield
555 South Flower Street,
_____________
Metropolitan Life Insurance Co – Philadelphia Street
Fontana, CA 92337
(2) LANDLORD AND ADDRESS:
Metropolitan Life Insurance Company,
a New York corporation
Notices to Landlord shall be addressed:
Metropolitan Life Insurance Co mpany
c/o Cushman & Wakefield
555 South Flower Street, Suite 4200
Los Angeles, CA 90071
Attention: Philadelphia Street Project Manager
with copies to
_____________
Metropolitan Life Insurance Co – o Cushman & Wakefield
555 South Flower Street, Suite 4200
Los Angeles, CA 90071
Attention: Philadelphia Street Project Manager
with copies to the following:
Metropolitan Life Insurance Co mpany
333 South Hope Street, Suite 2950
Los Angeles, CA 90071
Attention: EIM Manager
and
Metropolitan Life Insurance Company
400 South El Camino
_____________
Metropolitan Life Insurance Co – with copies to the following:
Metropolitan Life Insurance Company
333 South Hope Street, Suite 2950
Los Angeles, CA 90071
Attention: EIM Manager
and
Metropolitan Life Insurance Co mpany
400 South El Camino Real, 8th Floor
San Mateo, CA 94402
Attention: Associate General Counsel
Telephone number and person to contact in
_____________
dt 102767
;
BofA
As referenced in this Nnn Lease (Multi-Tenant):
Bank of America
– The Property excluding any personal property.
REFERENCE RATE: The rate then most recently announced by Bank of America
National Trust and Savings Association (or any other similar institution
reasonably designated in writing
Bank of America – Association (or any other similar institution
reasonably designated in writing by Landlord in the event Bank of America ceases
to publish such rate) as its corporate base lending rate, from time to time
dt 39727
|
| Preview
Subscribers | 2000 |
Net Lease Agreement
Net Lease Agreement (253K)
Doc #944846: Click preview link for longer preview.
-----------------
Auburn, California between Dove Investments, Inc., a California corporation and
Mountain People's Warehouse, Inc., a California corporation December 31, 1996
NET LEASE AGREEMENT
---------------
Auburn, California
Basic Lease Information
Defined Terms: Information:
Lease Date: December 31, 1996
Landlord: Dove Investments, Inc.,
a California corporation
3620 Fair Oaks Boulevard, Suite 150
. . .
944846
|
United Natural
As referenced in this Net Lease Agreement:
UNITED
NATURAL FOODS, INC. – Net Lease Agreement ("First Amendment"), dated for
reference purposes as August 11, 1998, is entered into by and between LOCKSLEY
LANE INVESTORS, L.P., a California limited partnership ("Landlord"), and UNITED
NATURAL FOODS, INC. , a Delaware corporation ("Tenant").
Recitals
A. On or about December 31, 1996, Landlord's predecessor-in-interest and
Tenant's predecessor-in-interest entered into that certain Net Lease
_____________
UNITED NATURAL FOODS, INC. – incorporated herein by this reference.
24
NOW, THEREFORE, the parties have executed this First Amendment as of the
date set forth below.
LANDLORD: TENANT:
LOCKSLEY LANE INVESTORS, L.P., UNITED NATURAL FOODS, INC. ,
a California limited partnership a Delaware corporation
By: ________________________ By: ________________________
Its: ________________________ Its: ________________________
Date: ________________________ Date: ________________________
25
SECOND AMENDMENT TO NET LEASE AGREEMENT
(Auburn, California)
_____________
UNITED
NATURAL FOODS, INC. – Net Lease Agreement ("Second Amendment"), dated for
reference purposes as June 14, 1999, is entered into by and between LOCKSLEY
LANE INVESTORS, L.P., a California limited partnership ("Landlord"), and UNITED
NATURAL FOODS, INC. , a Delaware corporation ("Tenant").
Recitals
C. On or about December 31, 1996, Landlord's predecessor-in-interest and
Tenant's predecessor-in-interest entered into that certain Net Lease
_____________
UNITED NATURAL FOODS, INC. – constitute one and the same Second Amendment.
NOW, THEREFORE, the parties have executed this Second Amendment as of the date
set forth below.
LANDLORD: TENANT:
LOCKSLEY LANE INVESTORS, L.P., UNITED NATURAL FOODS, INC. ,
a California limited partnership a Delaware corporation
By: ________________________ By: ________________________
Its: ________________________ Its: ________________________
Date: ________________________ Date: ________________________
Exhibit A
Construction Schedule
Exhibit B
Site Plan
Exhibit C
_____________
UNITED NATURAL FOODS, INC. – Net Lease Agreement ("Third Amendment"), dated for
reference purposes as September 27, 1999, is entered into by and between
LOCKSLEY LANE INVESTORS, L.P., a California limited partnership ("Landlord"),
and UNITED NATURAL FOODS, INC. , a Delaware corporation ("Tenant").
Recitals
G. On or about December 31, 1996, Landlord's predecessor-in-interest and
Tenant's predecessor-in-interest entered into that certain Net Lease
_____________
dt 1473042
;
|
United Natural
As referenced in this Net Lease Agreement:
UNITED
NATURAL FOODS, INC. – Net Lease Agreement ("First Amendment"), dated for
reference purposes as August 11, 1998, is entered into by and between LOCKSLEY
LANE INVESTORS, L.P., a California limited partnership ("Landlord"), and UNITED
NATURAL FOODS, INC. , a Delaware corporation ("Tenant").
Recitals
A. On or about December 31, 1996, Landlord's predecessor-in-interest and
Tenant's predecessor-in-interest entered into that certain Net Lease
_____________
UNITED NATURAL FOODS, INC. – incorporated herein by this reference.
24
NOW, THEREFORE, the parties have executed this First Amendment as of the
date set forth below.
LANDLORD: TENANT:
LOCKSLEY LANE INVESTORS, L.P., UNITED NATURAL FOODS, INC. ,
a California limited partnership a Delaware corporation
By: ________________________ By: ________________________
Its: ________________________ Its: ________________________
Date: ________________________ Date: ________________________
25
SECOND AMENDMENT TO NET LEASE AGREEMENT
(Auburn, California)
_____________
UNITED
NATURAL FOODS, INC. – Net Lease Agreement ("Second Amendment"), dated for
reference purposes as June 14, 1999, is entered into by and between LOCKSLEY
LANE INVESTORS, L.P., a California limited partnership ("Landlord"), and UNITED
NATURAL FOODS, INC. , a Delaware corporation ("Tenant").
Recitals
C. On or about December 31, 1996, Landlord's predecessor-in-interest and
Tenant's predecessor-in-interest entered into that certain Net Lease
_____________
UNITED NATURAL FOODS, INC. – constitute one and the same Second Amendment.
NOW, THEREFORE, the parties have executed this Second Amendment as of the date
set forth below.
LANDLORD: TENANT:
LOCKSLEY LANE INVESTORS, L.P., UNITED NATURAL FOODS, INC. ,
a California limited partnership a Delaware corporation
By: ________________________ By: ________________________
Its: ________________________ Its: ________________________
Date: ________________________ Date: ________________________
Exhibit A
Construction Schedule
Exhibit B
Site Plan
Exhibit C
_____________
UNITED NATURAL FOODS, INC. – Net Lease Agreement ("Third Amendment"), dated for
reference purposes as September 27, 1999, is entered into by and between
LOCKSLEY LANE INVESTORS, L.P., a California limited partnership ("Landlord"),
and UNITED NATURAL FOODS, INC. , a Delaware corporation ("Tenant").
Recitals
G. On or about December 31, 1996, Landlord's predecessor-in-interest and
Tenant's predecessor-in-interest entered into that certain Net Lease
_____________
dt 1498697
|
| Preview
Subscribers | 2000 |
Net Lease Agreement
Net Lease Agreement (253K)
Doc #944863: Click preview link for longer preview.
-----------------
Auburn, California between Dove Investments, Inc., a California corporation and
Mountain People's Warehouse, Inc., a California corporation December 31, 1996
NET LEASE AGREEMENT
---------------
Auburn, California
Basic Lease Informat |