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HomeMy Public PortalAboutORD09263 i I j� BILL NO. /Z I� ;!INTRODUCED BY COUNCILMAN �, �- 'i ORDINANCE I AN ORDINANCE APPROVING A PLAN FOR A PROJECT FOR INDUSTRIAL DEVELOP- MENT OF THE CITY OF JEFFERSON, COLE COUNTY, MISSOURI , DIRECTING THE SUBMISSION OF SAID PLAN TO THE DIVISION OF COMMERCE AND INDUSTRIAL !DEVELOPMENT OF THE DEPARTMENT OF CONSUMER AFFAIRS , REGULATION, AND -LICENSING OF THE STATE OF MISSOURI FOR THE APPROVAL OF SAID DIVISION, AND, AS A PART OF SAID PLAN, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK OF SAID CITY TO EXECUTE A LEASE WITH VON HOFFMANN CORPORATION, A MISSOURI CORPORATION. WHEREAS, this Council of the City of Jefferson, Cole County, Missouri, has had presented to it a proposal by Von Hoffmann Corporation, a Missouri corporation, which would require said City of Jefferson to carry out a project for the industrial development of said City; and WHEREAS, this Council, having examined into the details of the said proposal and having entered into considerable negotiations with said Von Hoffmann Corporation, finds that such a project for the industrial development of the City of Jefferson would be in the best interests of the inhabitants of said City and would further the economic development of, employment in, and general welfare of the said City and the State of Missouri without becoming a burden to the taxpayers of the said City; and WHEREAS, subject to the approval of the Division of Commerce and Industrial Development of the Department of Consumer ® Affairs, Regulation, and Licensing of the State of Missouri , the City of Jefferson is authorized to carry out such a project for industrial development and finance the same by the issuance of bonds of said City under the provisions of Section 27 of Article VI of the Constitution of Missouri, as amended, and Sections 100. 010 to 100. 200, inclusive, Revised Statutes of Missouri, 1969, as amended; and WHEREAS, in order to carry out such a project for industrial development , it is necessary for this Council to approv a plan therefore and submit the same to the Division of Commerce and Industrial Development of the Department of Consumer Affairs, Regulation, and Licensing of the State of Missouri for the approva� Jlof said Division; and I i I i� �f WHEREAS, before submitting such a plan to the aforesaid ii Division of Commerce and Industrial Development , a Lease should be ijentered into between the City of Jefferson and Von Hoffmann Corporation, so that the parties thereto may be bound by the provisions thereof; and WHEREAS, this Board finds that steps should be taken as promptly as possible to approve the following plan, enter into the Lease hereinafter specified, and submit the plan to the aforesaid Division of Commerce and Industrial Development : NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF JEFFERSON, COLE COUNTY, MISSOURI , AS FOLLOWS : SECTION 1. That the recitals contained in the preamble t 'this Ordinance are true and correct and that the plan hereinafter described for the industrial development of said City of Jefferson is hereby approved and shall be and is hereby directed to be submitted to the Division of Commerce an d Industrial Development of the Department of Consumer Affairs, Regulation, and Licensing of the State of Missouri for the approval of said Divison. SECTION 2. That the plan herein contemplated to be carried out by the City of Jefferson in order to further the economic development of, employment in, and general welfare of said City and the State of Missouri, and hereby approved is as follows: (a) Description of Project. The project shall consist of the purchase from Von Hoffmann Corporation of a tract of real estate approximately seven (7) acres in area and the construction thereon of a building (equipped with certain fixtures and machiner J suitable to Von Hoffmann Corporation, a Missouri corporation, for f use as an industrial plant by said Corporation) containing a concrete floor area of approximately fifty thousand (50,000) , square feet ; t (b) Estimate of Cost of Project. The aggregate cost of 1 ! the aforesaid project is estimated to be One Million, Five Hundred I Thousand Dollars ($1, 500, 000) ; i I� l i (c) Source of Funds. The funds required for the aforesaid project are proposed to be obtained by the issuance of Jndustrial Revenue Bonds of the City of Jefferson in the principal I: ! amount of One Million, rive Hundred Thousand Dollars ($1, 500,000) ; (d) Term of Lease. The basic term of the lease is not to exceed thirteen ( 13) years, with ten ( 10) consecutive options granted to said Von Hoffmann Corporation to renew the Lease for Iladditional periods of five (5) years each; and (e) Amount of Rent. During the basic term of the lease, Ithe rent shall be an amount sufficient to pay the total principal amount of all Bonds issued by the City of Jefferson as herein contemplated together with all interest accruing on such Bonds and all charges made by the paying agent or agents for such Bonds and the interest coupons attached thereto, as more particularly set forth in the Lease hereinafter referred to. SECTION 3. That the project and the terms thereof are more particularly described and established in the Lease attached hereto as "Exhibit 1" and incorporated herein by reference as if set out in full. SECTION 4. That the Mayor of the City of Jefferson be and he is hereby authorized and directed to sign, and the City Clerk is hereby authorized and directed to attest , the Lease, in the form attached hereto as "Exhibit 1" and incorporated by reference herein, for and on behalf of said City of Jefferson and in evidence of the acceptance by said City of the terms of said ILease. SECTION 5. That, immediately after the execution of the aforesaid Lease by the City of Jefferson and by Von Hoffmann Corporation, the Mayor of said City be and he is hereby authorized and directed to submit the plan for industrial development approved hereinabove to the Division of Consumer Affairs, Regulation, and Licensing of the State of Missouri for the approval of said Division, and, in order to assist him in the presentation and submission of said plan to said Division, the said Mayor is further 1 authorized to appoint a committee of not more than three (3) persons (who may be either officers of the City of Jefferson or private citizens resident therein) to serve without compensation. SECTION 6. That this Ordinance shall be in full force and effect from and after its passage and approval. Passed--"-J- Approved ent-gf_..th ouncil a r ttest C y rk (/ j: a t? y .t 1.5'^ Y�• i� 1 L E A S E THIS LEASE, made and entered into this �� day of 1979, by and between the CITY OF JEF- r FERSON a municipal corporation, of Cole County, Missouri, # hereinafter referred to as the "LANDLORD" , and VON HOFFMANN f z CORPORATION, a corporation duly organized and existing under the laws of the State of Missouri, with offices in the City ! i of Jefferson, Missouri, hereinafter referred to as "TENANT" , i W I T N E S S E T H WHEREAS, LANDLORD is a municipality duly organized and t existing under the laws of the State of Missouri, with full i ® lawful power and authority to enter into this Lease by and through its governing body; and WHEREAS, pursuant to a certain Plan for Industrial Develop- ment, LANDLORD, on or about the 26th day of January, 1967 , did enter into a certain Lease with TENANT' s subsidiary, Von Hoff- mann Press, Inc. , a Missouri corporation, whereby LANDLORD made E available to Von Hoffmann Press , Inc. , a certain tract of unim- t proved realty, consisting of approximately thirty (30) acres E and located to the south of Industrial Drive, Jefferson City, j Missouri, which said realty is more particularly described in l Exhibit A, attached hereto and made a part hereof; and i WHEREAS, pursuant to that certain Plan for Industrial r Development, LANDLORD has heretofore completed a certain Project for Industrial Development whereby LANDLORD constructed certain improvements upon the realty above-described, said improvements consisting generally of an industrial plant containing approxi- mately 250,000 square feet suitable to Von Hoffmann Press, Inc. for its business use, together with parking areas and ingress and egress roads; and , WHEREAS, TENANT' s business needs require the extension and im- provement of the industrial plant last above-mentioned; and WHEREAS, LANDLORD, in furtherance of its purposes and C pursuant to the provisions of the Constitution of Missouri , f c Article VI, Sections 23 (a) and 27 , as amended, and the Laws of Missouri, Chapter 100, Industrial Development, RSMo. 1969, as amended, hereinafter referred to as the "Act" , and in order to further the economic, manufacturing and industrial develop- ment of, and employment in, the City of Jefferson and the State of Missouri, and to further the general welfare of the City of Jefferson and the State of Missouri, has proposed and does hereby propose that it shall: (a) Make available for the purposes aforementioned and in accordance with the Plan for Industrial Development here- inafter described certain unimproved realty, to be acquired ® by it, comprising approximately seven (7) acres which said realty is described in Exhibit B attached hereto and made a part here- of, (b) Prepare and submit to the Division of Commerce and Industrial Development of the Department of Consumer Affairs, Regulation and Licensing of the State of Missouri, hereinafter referred to as the "Division" , a Plan for Industrial Development, the purpose of which will be to extend and improve that facility previously constr ucted by LANDLORD by the construction of a building containing a floor area of approximately 50, 000 square feet suitable for the business use of TENANT, upon the unimproved realty described on .Exhibit B, together with a covered connecting way, railroad sidings and ingress and egress roads, hereinafter referred to as the "Extended Plant" , (c) Submit to the voters of the City of Jefferson, said Plan III for Industrial Development for their consideration and approval, (d) Upon approval of said Plan for Industrial Development cause to be issued its Industrial Revenue Bonds pursuant to the - 2 - t' P r Act and authorized by LANDLORD's Ordinance, hereinafter referred to as the "Revenue Bond Ordinance" in the aggregate principal amount of One Million, Five Hundred Thousand Dollars ($1,500 , 000) for the purpose of defraying the cost of constructing the afore- said Extended Plant and for the purpose of defraying the cost y; of purchasing and installing therein certain machinery and equipment, a covered connecting way, and constructing necessary railroad sidings, ingress and egress roads hereinafter more particularly described; and (e) Lease the Extended Plant to TENANT for the rentals and upon the terms and conditions hereinafter set forth; and WHEREAS, TENANT, pursuant to the foregoing proposals de- 1 sires hereby to lease the said Extended Plant from LANDLORD, for the rentals and upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the aforesaid premises and mutual covenants and agreements herein set forth; LAND- LORD and TENANT do hereby covenant and agree as follows : ARTICLE I LEASEHOLDS Section 1. Granting of Leaseholds to Tenant LANDLORD by these presents hereby rents, leases and lets unto TENANT and TENANT hereby rents, leases and hires from LANDLORD, for the rentals and upon and subject to the terms and conditions hereinafter set forth, the Extended Plant and the unimproved realty described on Exhibit B, all of which is set forth in Schedule I attached hereto and made a part hereof , for a basic term commencing on the date of this Lease and ending on the 25th day of January, 1992. f I - 3 - I r R t t ARTICLE II RENTAL Section 1. Basic Rental LANDLORD reserves and TENANT covenants and agrees to pay to r the LANDLORD, during the full basic term of this Lease, basic rent in the aggregate amount of $ , r payable in installments at such times and in such amounts as set f forth in Exhibit C (entitled "Schedule of Basic Rent Installments") attached hereto and made a part hereof; provided, however, that any moneys in the Revenue Principal and Interest Account, including any increments thereto from the investment thereof , hereinafter 1. defined, at the time an installment of the basic rent required pursuant to the aforesaid Exhibit C, is due, shall be applied i to and shall, to the extent sufficient, reduce TENANT's obli- gation to make such installment of basic rent. i Section 2. Additional Rental TENANT shall pay as additional rent (a) all fees, charges and expenses of the Paying Agent designated in the Bond Ordi- nance, (b) all Impositions (as defined in Article V) , (c) all other payments of whatever nature which TENANT has agreed to pay or assume under the provisions of this Lease, and (d) all costs and expenses incident to the payment of the principal of and I interest on the Industrial Revenue Bonds (hereinafter referred J to merely as "Bonds" ) as the same become due and payable, in- cluding all costs and expenses in connection with the redemption and payment of all said Bonds. Section 3. Abatement or Set-Off Until the Bonds and interest thereon, and all costs , expenses and premiums in connection with the call, redemption and payment of all Bonds, have been paid in full or provision made for the payment thereof, TENANT covenants and agrees with and for the express benefit of LANDLORD and the holders of the Bonds, that all paymont■ - 4 - f I of basic rent and additional rent shall be made by TENANT at j i least five (5) days before the date the same become due, and that TENANT shall perform all of its obligations, covenants ® and agreements hereunder without notice or demand, and without abatement, deduction, setoff, counterclaim, recoupment or defense arising from any circumstance whatsoever whether now existing or hereafter arising, and irrespective of whether the Extended Plant shall have been started or completed, or whether LANDLORD' s title thereto, or to any part thereof, is defective or nonexistent, and notwithstanding any damage to, loss, theft or destruction of the Extended Plant or any part thereof, the taking by eminent domain of title to or of the right of temporary use of all or any part of said Extended Plant, legal curtailment of TENANT' s use thereof, change in LANDLORD' s legal organization or status, or any default of LANDLORD hereunder, regardless of the invalidity of any action of the LANDLORD and regardless of the invalidity of any portion of this Lease, and TENANT hereby waives the provisions of any statute or other law now or hereafter in effect contrary to any of its obligations, covenants or agreements under this Lease or which releases or purports to release TENANT therefrom. Nothing in this Lease shall be construed as a waiver by TENANT of any rights or claims TENANT may have against LANDLORD under this Lease or otherwise, but recovery upon such rights and claims shall be had from LANDLORD separately, it being the intent of this Lease that the TENANT shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease (including the obligation to pay basic rent and additional rent) for the benefit of the holders of the Bonds. Not withstanding the foregoing, TENANT may, at its own cost and expense and in its own name or in the name of the LANDLORD, prosecute or defend any action or proceeding or take any other action involving third persons which TENANT deems reasonably necessary in order to �I secure or protect its rights of use and occupancy and other rights 1 hereunder. • i 5 i I Section 4 . Prepayment of Basic Rent TENANT may at any time prepay without penalty, all or any part of the basic rental and/or additional rental provided here- under. Section 5. Trust Account and Use of Funds in Trust Account The LANDLORD shall establish and shall deposit all payments s of basic rent in the following trust account in accordance with the provisions of the Bond Ordinance: City of Jefferson, Missouri, Principal and Interest Account for Industrial Revenue Bonds, Series of 1979, dated The funds deposited in said trust account shall be used and applied by the LANDLORD in the manner and for the purposes set forth in ® the Bond Ordinance. If at any time the amount in said Principal and Interest Account shall have become sufficient to pay in full E the principal of (including redemption premium, if any) and t interest on all outstanding Bonds, either at maturity or on earlier redemption, and all costs and expenses in connection with the call, redemption and payment of all outstanding Bonds, then in that event (i) all of the Bonds then outstanding as soon as the same are subject to redemption shall be called for redemption by the LANDLORD, and all moneys held in the Principal and Interest Ac- count by the LANDLORD shall be used to pay the principal (including • redemption premium, if any) of and all interest on the Bonds so called for redemption and all costs and expenses incurred in con- nection with the call, redemption and payment of said outstanding Bonds ; (ii) the excess, if any, in said Principal and Interest Account after deduction of the basic and additional rental pro- vided in Article II hereof shall forthwith be paid to TENANT; and (iii) no further installments of basic rent as set forth on Exhibit C hereof by TENANT to LANDLORD shall be payable hereunder. r I • ARTICLE III BONDS AND APPLICATION OF BOND PROCEEDS Section 1. Sale of Bonds ® LANDLORD shall issue and sell its Industrial Revenue Bonds in the total principal amount of $1,500,000, provided the same can be sold at a price not less than that allowed by law and providing further TENANT consents to said issuance, prior thereto, in writing, signed by the President of TENANT and de- livered to the LANDLORD. In the event LANDLORD is unable to sell the Bonds, or is directed by TENANT not to sell said Bonds, then this Lease shall be and become null and void ab initio without liability or obligation on the part of either party other than the expenses incurred by LANDLORD to that point. Section 2. Construction Fund The proceeds of the sale of the Bonds shall be paid over to the LANDLORD. After payment therefrom by the LANDLORD of any and all expenses of whatever nature incurred by the LAND- LORD in connection with the issuance and sale of the Bonds, the LANDLORD shall pay from the proceeds of said Bonds into the Principal and Interest Account established pursuant to Article II, Section 5, hereof, the full amount of any accrued interest received upon the sale of said Revenue Bonds. The balance of the proceeds of the sale of the Bonds shall be held by the LANDLORD in a trust account designated "Von Hoffmann Corpo- ration Construction Fund" (hereinafter referred to as the Con- struction Fund) . Such trust account shall be used and applied as provided in Article IV hereof. ARTICLE IV INDUSTRIAL DEVELOPMENT PROJECT Section 1. General Description of Plant The Extended Plant shall consist of a building containing ap- proximately 50,000 square feet of floor space suitable for the business of TENANT, together with appropriate railroad sidings, parking areas, egress and ingress roads and a covered connecting • 7 - way, and shall also include certain machinery and equipment. Section 2. Construction ® TENANT shall and covenants and agrees to construct the buildings and improvements constituting the Extended Plant in accordance with law and with plans approved in writing by LANDLORD, and TENANT agrees to enter into a general contract (s) with a contractor (s) , which contract (s) and contractor (s) shall be subject to the prior written approval of LANDLORD, which approval shall not be unreasonably withheld, for the construction of said Extended Plant (said contract (s) being hereinafter referred to as the "Construction Contract" ) , The Construction Contract shall provide that at all times during the construction of the buildings and improvements the contractor shall maintain in full force and effect the following policies of insurance: i (a) Public liability and property damage liability insur- ance, including coverage for all losses whatsoever arising from the ownership, maintenance, operation or use of any ' I automobile, truck or other vehicle under which LANDLORD and TENANT shall be named as insureds, in an amount not less than $300,000 for personal injuries (including death) to any one person, not less than $1, 000,000 for personal 1 i injuries (including death) in any one accident and not i less than $250,000 for property damage, and � (b) Workmen' s Compensation insurance. TENANT shall at all times during the construction contemplated in this Lease maintain in full force and effect Builder's Risk- Completed Value Form insurance insuring the Extended Plant against i fire, lightning and all other risks covered by the extended coverage endorsement then in use in the State of Missouri to the insurable value (as that term is defined in Article VI hereof) of the Extended Plant, and that such be prepaid from the Construction Fund, in full prior to the commencement of construction under the Construction Contract; such policy or policies of insurance shall name , - 8 - 1 1 � 1 as insureds, the LANDLORD and TENANT, as their respective interest may appear, and all payments received under such policy or policies C by LANDLORD or TENANT shall be deposited in the Construction Fund. The Construction Contract shall also require the contractor there- under, prior to the commencement of any construction to deliver to the LANDLORD for the joint use and benefit of LANDLORD and TENANT performance and labor and material payment bonds with respect to the Construction Contract and in the full amount of the Con- struction Contract, made by the contractor thereunder as the principal and a surety company, or companies , as surety. Such bonds shall name the LANDLORD and TENANT as obligees, and all payments received by LANDLORD or TENANT under said bonds shall become a part of and be deposited in the Construction Fund. Any and all amounts received by the LANDLORD or the TENANT from any of the contractors or .6ther suppliers of .machinery or .equipment by way of damages for breach of contract, refunds or adjustments shall be- come a part of and be deposited in the Construction Fund. The TENANT covenants to cause said buildings and improvements to be constructed substantially in accordance with the aforesaid plans and Construction Contract, except as to such changes as LANDLORD shall approve, in writing, and TENANT warrants that the construction of said buildings and improvements in accordance with said plans will result in a facility suitable for use by TENANT for its • business purposes. Section 3. Payment for Construction LANDLORD hereby agrees to pay for the construction of the buildings and improvements constituting the Extended Plat, but solely from the Construction Fund, in the following manner: Funds out of the Construction Fund shall be paid from time to time upon receipt by the LANDLORD of a certificate signed by the architect or engineer supervising said construction and approved by TENANT: ! i (a) requesting payment of a specified amount of such funds and directing to whom such amount shall be paid; 9 - k (b) stating that the amount requested is justly due to con- . � tractors, subcontractors, materialmen, engineers, architects ® or other persons (whose names and addresses shall be stated) who have performed necessary and appropriate work or furnished necessary and appropriate materials in the construction of the aforesaid buildings and improvements, and giving a brief description of such work and/or materials and the several amounts so paid or due to each of said persons in respect thereof and stating that the fair value of such work or materials is not exceeded by the amount requested to be paid; and (c) stating that no part of the several amounts paid or due, as stated in said certificate pursuant to this Section, has ® been or is being made the basis for the withdrawal of any moneys in any previous or then pending application pursuant to this Section. Section 4. Machinery and Equipment The parties agree that certain machinery and equipment will be necessary in the completion of the Extended Plant, and LANDLORD hereby agrees to purchase, but solely from the Construction Fund, such I items of machinery and equipment and to cause the installation thereof ' as the TENANT shall from time to time specify in certificates delivered P Y to the LANDLORD. Said certificates shall contain a complete descrip- tion, including make, model and, where possible, a serial number of each such item of machinery and equipment; shall specify the cost thereof; shall state to whom payment is to be made; and shall state that the machinery and equipment described therein has been delivered and is installed. Section 5. Construction Cost The term "Construction Cost" shall be construed to include (i) all costs and expenses of every nature incurred in constructing the Extended Plant; (ii) all costs and expenses necessary or inci- dent to the purchase and installation of machinery and equipment; 4 t 10 - t' (iii) the cost of all utility facilities to and on the Land; (iv) any and all expenses incurred by LANDLORD including those prior to the sale of the Bonds, for planning, development and design and other items necessary to the commencement of con- struction; (v) all other expenses, fees, costs and outlays of whatever nature as may from time to time be agreed upon by LANDLORD and TENANT; and (vi) all other expenses necessary or incident to the construction and completion of the Extended Plant. LANDLORD hereby agrees to pay for, but solely from the Construction Fund, all of the aforesaid Construction Costs. Section 6. Deficiency of Construction Fund If the Construction Fund shall be insufficient to pay fully all Construction Costs and to complete fully the Extended Plant, lien free, TENANT shall pay, in cash, the full amount of any such deficiency by making payments directly to the contractors and to t the suppliers of materials, machinery, equipment and services as the same shall become due, and TENANT shall save LANDLORD whole and harmless from any obligation to pay such deficiency. Section 7 . Surplus in Construction Fund Any amount remaining in the Construction Fund, including any increments thereto from the investment thereof , after the TENANT and the aforesaid architect or engineer shall certify that the Extended Plant has been fuully completed and paid for, lien free, shall be transferred to the Principal and Interest Account established pursuant to Article II, Section 5, hereof. Section B. Rights of Entry The duly authorized agents of LANDLORD and TENANT shall have the right at any time and all reasonable times prior to completion of the Extended Plant, to enter the Extended Plant, or any parts thereof, for the purpose of inspecting the acquisition and con- 4 struction thereof. t , t t Section 9. Machinery and Equipment Purchased by Tenant Any item of machinery or equipment the entire purchase price of which is paid for by TENANT with TENANT's own funds, and no t part of the purchase price of which is paid for from funds de- t 4 posited pursuant to the terms of this Lease in the Construction r Fund, shall be and remain the property of TENANT. Section 10. Schedule of Machinery and Equipment Owned by Landlord After the architect or engineer shall have certified that the Extended Plant has been fully completed, which certificate shall also have the approval of TENANT, the LANDLORD shall , upon t the written request of the TENANT , enter into a supplemental agree- ment with TENANT which will fully describe (using serial numbers t r where possible) the machinery and equipment in, on or about the Extended Plant which is, under the terms of this Lease, the pro- perty of LANDLORD. This agreement shall be amended from time to time to include such additional machinery or equipment as may have been brought into the Extended Plant and as are, under the terms of this Lease, the property of LANDLORD. I Section 11. Financing of Tenant-Owned Machinery and Equipment Nothing contained in this Lease shall prohibit or be deemed to prohibit the TENANT from financing the purchase or acquisition of any machinery, equipment, furniture or fixtures which is or will be under the terms of this Lease the property of TENANT by conditional sales contracts, chattel mortgages or other financing t devices, provided any liens resulting from such financing shall only stand against the items so financed and shall not otherwise stand against the Extended Plant or any part thereof. � - 12 - • S Section 12. Extended Plant Property of Landlord The Extended Plant, except for machinery and equipment which f is under the terms of this Lease the property of TENANTand except as otherwise specifically provided herein, shall immediately when erected or installed be deemed to be attached to and part of the freehold and become the absolute property of the LANDLORD. LANDLORD covenants that, without TENANT 's written consent it will not, unless required by law, sell or otherwise part with its fee interest in said Extended Plant, or encumber said interest at any time during the life of this Lease. ARTICLE V TAXES AND ASSESSMENTS Section 1. Payments by Tenant to Landlord in lieu of Impositions Subject to the provisions hereinafter set forth in this Article i V, TENANT shall pay to LANDLORD, from and after the date of the is- suance of a certificate of completion as in Article IV, Section 7 , issued, the sum of Fifteen Thousand Dollars ($15, 000) per year, as and for Additional Rent, which said sum shall be in lieu of all Im- positions, as hereinafter in this Article V defined. Section 2. Impositions Defined The term Impositions as used herein shall mean all taxes and t assessments, general and special, if any, which may be lawfully 1 E. taxed, charged, levied, assessed or imposed by LANDLORD or other . ;. C taxing authorities, including, but not limited to, the County of • . Cole, upon or against or payable for or in respect of the Extended � Plant, or any part thereof, or any improvements at any time there- ' on or TENANT' s interest in the Extended Plant under this Lease, including any new lawful taxes and assessments not of the kind enumerated above, to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments now customarily levied against real property, foreseen or unfore- seen. E Section 3. Tenant Liable for all Impositions Notwithstanding the above, TENANT shall , during the basic term of this Lease, bear, pay and discharge, before the delinquency thereof 13 - i all Impositions. In the event any such Impositions may be paid in installments, TENANT shall be required to pay only such install- ments thereof as become due and payable . However, any Impositions paid, as in this Section 3 provided, shall be deducted from the sum required to be paid by TENANT to LANDLORD as provided in Section 1 hereof. Section 4 . Adjustments for decrease in tax rate or percentage of true value taxable t In the event the rate of tax or the percentage of the true value of taxable property shall be less than the rate or percentage applicable on the date of the execution of this Lease the amount specified in Section 1 of this Article V shall be decreased in pro- portion P portion to the amount of said decrease. The composite tax rate for the LANDLORD and the County of Cole as of the execution of this Lease, is per $100 assessed valuation, and the percentage � i of taxable true value of property is 33 1/3% . Section 5 . Contest of Impositions TENANT shall have the right, in its or LANDLORD' s name, to contest the validity or amount or to obtain a lowering of any Imposition which TENANT is required to bear, pay and discharge pursuant to the terms of this Article by appropriate legal proceedings instituted at least ten (10) days before the Imposition complained � of becomes delinquent if, and provided, TENANT, before instituting any such contest, gives LANDLORD written notice of its intention eto do so, and if, provided further, TENANT diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, ? and promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satis- faction thereof. TENANT shall hold LANDLORD whole and harmless from any costs and expenses LANDLORD may incur related to any such contest. In such event LANDLORD will offer no objection, and at the request of TENANT but without expense to LANDLORD will pooperate with the TENANT. If requested by TENANT, and provided it will not in the reasonable judgment of LANDLORD incur any expense or • 14 - t r } liability thereby, LANDLORD will execute any document which may be necessary and proper for any such proceeding. ARTICLE VI INSURANCE Section 1. Fire and Extended Coverage Insurance TENANT shall through the life of this Lease, at its sole cost and expense, keep the Extended Plant constantly insured against loss or damage by fire, lightning and all other risks t covered by the extended coverage insurance endorsement then in use in the State of Missouri in an amount equal to 80% of the full insurable value thereof in such insurance company or companies authorized to do business in the State of Missouri as may be selected by TENANT and against loss or damage. by war risks in such amounts as are then generally carried by owners of industrial plants in Missouri as and when a state of war or national emergency exists and such insurance is obtainable and generally carried by owners of industrial plants in Mis- souri. The term "full insurable value" shall mean the full { actual replacement cost less physical depreciation, and such (� "full insurable value" shall be determined from time to time at the request of LANDLORD or TENANT but not more frequently than once every 24 months by an appraiser or appraisal company or the insurer, to be selected and paid by TENANT, subject to LANDLORD's prior written approval. Nothing in this Article VI • or any portion of this Lease shall be construed to prevent TENANT from including the Extended Plant under TENANT' s blanket forms of insurance coverage, provided that each and all of the requirements of this Article VI be complied with under such blanket coverage, including but not limited to the requirements that LANDLORD and TENANT be named as co-insureds with respect to the Extended Plant, that the proceeds with respect to any loss to the Extended Plant be paid to the LAND- LORD and to the TENANT, as their respective interests may ap- pear, and that certificates evidencing the amount and type of ® insurance required under this Article VI be delivered to LAND- . } LORD. k Prior to the expiration of the insurance required under i. Article IV hereof and thereafter not less than fifteen (15) days prior to the expiration dates of the expiring policies, originals or certificates of the policies provided for in this Article, each bearing notations evidencing payment of the pre- miums or other evidence of such payment satisfactory to LAND- LORD, shall be delivered by TENANT to the LANDLORD. All policies i of such insurance, and all renewals thereof, shall name LAND- ' LORD and TENANT as insureds, as their respective interests may appear, and shall contain a provision that such insurance may not be cancelled by the insurer thereof, without at least ten (10) days written notice to LANDLORD and TENANT. The pro- ceeds of such policies shall ba used and applied in the manner set forth in Article XVIII hereof. • - 16 - E t ARTICLE VII USE OF FACILITY Section 1. Tenant' s Use of Facility Subject to the provisions of this Article, TENANT shall have the right to use the Extended Plant for any and all purposes al- lowed by law. TENANT shall comply with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, local and other governments t or governmental authorities, now or hereafter applicable to the Extended Plant or to any adjoining public ways; provided , however, TENANT shall have the right in its or LANDLORD ' s name, to contest t' the validity or applicability of any of the aforesaid by appropriate proceedings provided that before instituting any such proceedings ► TENANT gives LANDLORD notice of its intention so to do and diligently prosecutes any such proceedings, and at all times stays or prevents any action which will materially adversely affect the security of the holders of any of the Bonds. LANDLORD shall cooperate with TENANT in any such proceedings, and TENANT shall hold,-LANDLORD whole and harmless from any costs and expenses LANDLORD may incur related to any such contest. TENANT shall comply with mandatory requirements, rules and regulations of all insurers under the C i policies required to be carried under the provisions of Article VI. TENANT shall pay costs, expenses, claims, fines, penalties and damages that may, in any manner, arise out of, or be imposed as a result of, the failure of TENANT to comply with the provisions of f this Article. . ARTICLE VIII TRANSFER OF RIGHTS UNDER LEASE Section 1. Assignment and Sublease C' Until the Bonds and interest thereon, and all costs and expenses in connection with the call, redemption and payment of all Bonds, have been paid in full or provision made for the payment �. 17 - I i f thereof, TENANT will not assign, mortgage, pledge, sell or in any other manner transfer, convey or dispose of this Lease or any t interest therein or part thereof, whether voluntary, involuntary or by operation of law, without the prior written consent thereto by LANDLORD, but may do so thereafter; provided, however , if at the time TENANT is not in default hereunder, (i) TENANT may sublease the Facility or any part thereof without LANDLORD' s consent; (ii) TENANT may, without LANDLORD ' s consent, assign this Lease to any parent or subsidiary corporation of TENANT provided that any such assignment shall be by written instrument (approved in writing by LANDLORD) wherein the ® assignee shall expressly assume all the duties and obligations of the TENANT under this Lease; (iii) TENANT may, without LANDLORD' s consent, assign I this Lease to another corporation with which or into which TENANT shall merge or consolidate, or to any corporation succeeding to the business and assets of the TENANT, pro- vided that any such assignment shall be by a written instru- ment (approved in writing by LANDLORD) wherein the assignee shall expressly assume all duties and obligations of the TENANT under this Lease. No assignment, mortgage, pledge, sale, other transfer, conveyance or disposition or sublease shall release or discharge TENANT from its duties and obligations under this Lease. Any consent by the LANDLORD to any of the aforesaid acts shall be held to apply only c to the specific transaction thereby authorized; such consent shall not be construed as a waiver or release of the duty of TENANT, or the successors or assigns of TENANT, to obtain from the LANDLORD consent to any other such acts. Section 2. Dissolution or Liquidation f Until the Bonds and interest thereon, and all costs and expenses in connection with the call, redemption and payment of i 18 - t i 1 r all Bonds shall have been paid in full, or provision shall have j been made for the payment thereof, TENANT shall not initiate any proceedings of any kind whatsoever to dissolve or liquidate without securing the prior written consent thereto of the LANDLORD, but may do so thereafter. ARTICLE IX REPAIRS, MAINTENANCE, ALTERATIONS AND IMPROVEMENTS Section 1. Repairs and Maintenance TENANT covenants and agrees that it will during the life of this Lease keep and maintain the Extended Plant and all parts there- of in good condition and repair, ordinary wear and tear excepted, and that during said period of time it will keep the Extended Plant and all parts thereof free from filth, nuisance or conditions un- reasonably increasing the danger of fire. ; Section 2. Removal, Disposition and Substitution of Machinery and Equipment TENANT shall have the right, provided TENANT is not in default in the payment of basic rent or additional rent, to require LANDLORD to remove from the Extended Plant any machinery and equipment which i constitutes a part of the Extended Plant and which is no longer used by the TENANT or, in the opinion of TENANT, is no longer useful to TENANT in its business operations conducted on or in the Extended Plant (whether by reason of changed processes, changed techniques, , � obsolescence, depreciation, replacement by new or better equipment or otherwise) subject, however, to the following: (1) Prior to any such removal, TENANT shall deliver to the LANDLORD a certificate signed by an officer of TENANT (i) containing a complete description, including the make, model and serial number, if any, of any machinery or equipment constituting a part of the Extended Plant which is to be removed from said Extended Plant, (ii) stating the reason for such removal, and (iii) setting forth the then f fair market value of such machinery or equipment to be removed. J (2) LANDLORD shall, unless TENANT elects to proceed under subparagraph (3) below, retain such machinery or equipment i itself, or convey the same to some third party, provided 19 - .�7 such conveyance is not then prohibited by the law, receiving as consideration for such conveyance an amount of money equal to the fair market value of the machinery or equipment so conveyed= provided that any bona fide offer from a third party shall be conclusive as to the fair market value of the machinery or equipment to be removed from the Extended Plant. The consideration received for the conveyance of the said machinery or equipment removed from the Extended Plant shall be deposited by the LANDLORD in the Principal and Interest Account. Any new machinery and equipment which TENANT thereafter purchases solely with its own funds, even though such new machinery or. equipment is purchased to replace machinery or equipment removed pursuant to this subparagraph (2) , shall be the sole property ® of the TENANT. (3) TENANT shall, unless it elects to request LANDLORD to proceed under subparagraph (2) above, replace the removed machinery or equipment with machinery or equipment having a fair market value at least equal to the fair market value of the machinery or equipment so removed, and any such machinery or equipment which is installed in, on or about the Extended Plant to replace machinery or equipment removed under this subparagraph (3) shall be and become a part of the Extended Plant and shall be the property of the LANDLORD subject to this Lease. Any machinery or equipment removed from the Extended Plant under this subparagraph (3) shall, upon its removal and upon its replacement by additional machinery or equipment, be the property of the TENANT. In the event LANDLORD and TENANT cannot agree as to the fair market value of the machinery and equipment to be removed under this subparagraph (3) , LANDLORD shall appoint one appraiser , TENANT shall appoint a second appraiser, and the two appraisers thus appointed shall appoint a third appraiser; and the decision of any two appraisers so appointed shall be con- 20 - clusive as to the fair market value of such machinery and equipment. , TENANT shall pay all the costs and expenses of any and all such removal and shall immediately repair at its expense all damage to the Extended Plant caused thereby. TENANT' s right under this Article IX to require the LANDLORD to remove from the Extended Plant machinery and equipment constituting a part of the Extended Plant is intended only to permit TENANT to maintain an efficient manu- facturing and industrial operation by the removal of such machinery and equipment as may be no longer suitable to TENANT's use of the Extended Plant for any of the reasons set forth in this paragraph, and such right is not to be construed to permit a removal under any other circumstances and specifically is not to be construed to permit ® TENANT to make a wholesale removal of such machinery and equipment. Section 3. Alteration of Plant TENANT shall have and is hereby given the right, at its sole cost and expense, to make such additions, changes and alterations in and to any part of the Extended Plant as TENANT from time to time may deem necessary or advisable; provided, however, TENANT shall not make any addition, change or alteration which will adversely affect the structural strength of any part of the Extended Plant, and provided further that TENANT shall not make any addition, change or alteration which would change the character of the Extended • Plant so that same would not constitute a "facility" as defined in the Act. All additions, changes and alterations made by TENANT pursuant to the authority of this Article shall (a) be made in a workmanlike manner and in strict compliance with all laws and ordi- nances applicable thereto, (b) when commenced, be prosecuted to completion with due diligence, and (c) when completed, shall be deemed a part of the Extended Plant; provided, however , that ad- ditions of machinery and equipment to the Extended Plant by TENANT, not purchased or acquired from funds deposited with the LANDLORD hereunder and not constituting repairs, renewals, or replacements 21 - of items constituting a part of the Extended Plant shall remain the property of TENANT and may be removed by TENANT within the time prescribed by Section 4 of Article XIX; provided further , however, that all such additional machinery and equipment which remains after the time prescribed by Section 4 of Article XIX, shall, upon and in the event of a termination as therein provided become the separate and absolute property of LANDLORD. Section 4 . Additional Improvements TENANT shall have and is hereby given the right at its sole cost and expense, to construct on the Land described on Exhibit A hereto, not theretofore occupied by buildings or improvements such additional buildings and improvements as TENANT from time to time may deem necessary or advisable. All additional buildings and improvements constructed on said Land by TENANT pursuant to the authority of this Article shall , during the life of this Lease, remain the property of TENANT and may be added to, altered or razed and removed by TENANT at any time during the life of this Lease. TENANT covenants and agrees (a) to make all repairs and restorations, if any, required to be made to the Extended Plant because of the construction of, addition to, alteration or removal of said additional buildings or improvements, (b) to keep and maintain said additional buildings and improvements in good condition and repair, ordinary wear and tear and damages by fire or other casualty excepted, (c) to promptly and with due diligence either raze and remove from said Land in a good, workman- like manner, or repair, replace or restore such of said additional buildings or improvements as may from time to time be damaged, by fire or other casualty, and (d) that all additional buildings and improvements constructed by TENANT on said Land pursuant to this Article which remain in place on said Land after the time prescribed by Section 4 of Article XIX shall, upon and in the event of a termination, as therein provided, become the separate and absolute property of LANDLORD. - 2.2 - 1 1 ARTICLE X PERMITS AND MECHANICS LIENS Section 1. Permits and Authorizations TENANT shall not do or permit others under its control to do any work in or about the Extended Plant or to do any work related to any repair, rebuilding, restoration, replacement , al- teration of or addition to the Extended Plant, or any part thereof, unless TENANT shall have first procured or caused to be procured and paid for all requisite municipal and other governmental per- mits and authorizations. All such work shall be done in a good and workmanlike manner and in compliance with all applicable building, zoning, and other laws, ordinances , governmental regu- lations and requirements and in accordance with the requirements , rules and regulations of all insurers under the policies required to be carried under the provisions of Article VI. Section 2. Mechanics' Liens TENANT shall not do or suffer anything to be done whereby the Extended Plant, or any part thereof, may be encumbered by any mechanic ' s lien or other similar lien and if , wherever and as often as any mechanic ' s or other similar lien is filed against the Extended Plant or any part thereof purporting to be for or on ac- count of any labor or materials or services furnished in connection with any work in or about the Extended Plant done by, for or under the authority of TENANT or anyone claiming by, through or under TENANT, TENANT shall discharge the same of record within thirty (30) days after the date of filing. LANDLORD does not authorize or consent to and shall not be liable for any labor or materials furnished TENANT or anyone claiming by, through or under TENANT upon credit, and no mechanic' s or other similar lien for any such labor, services or materials shall attach to or affect the re- versionary or other estate of LANDLORD in and to the Extended Plant or any part thereof. - 23 - r r Section 3. Contest of Lien TENANT, notwithstanding the above, shall have the right to contest any such mechanic' s or other similar lien if within said thirty (30) day period stated above it notifies LANDLORD in writing of its intention so to do and if, and provided further , TENANT diligently prosecutes such contest, at all times effectively stays or prevents any official or judicial sale of the Extended Plant, or any part thereof or interest therein, under execution or otherwise, and pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim and thereafter promptly procures record release or satisfaction thereof. ARTICLE XI UTILITIES Section 1. Tenant to Pay Utilities All utilities and utility services used by TENANT in, on or about the Extended Plant shall be paid for by TENANT and shall be contracted for by TENANT in TENANT' s own name , and TE14ANT shall , at its sole cost and expense, procure any and all permits, licenses or authorizations necessary in connection therewith. ARTICLE XII LIABILITY FOR DAMAGES OR INJURY Section 1. Indemnity r TENANT shall and covenants and agrees to indemnify, protect, defend and save LANDLORD harmless from and against any and all claims, demands, liabilities and costs including attorneys' fees, arising from damage or injury, actual or claimed, of whatsoever kind or character, to property or persons , occurring or allegedly occurring in, on or about the Extended Plant during the life of this Lease, and,upon notice from LANDLORD, TENANT shall defend LANDLORD in any action or proceeding brought thereon. Section 2. Public Liability Insurance r TENANT further covenants and agrees to maintain, from and • after the expiration of the public liability insurance required under Article IV hereof and at all times thereafter during the life of this Lease, public liability- insurance (including coverage for all losses whatsoever arising from the ownership, maintenance, operation or use of any automobile, truck or other motor vehicle) , under which LANDLORD shall be named an insured, properly protecting and indemnifying LANDLORD in an amount not less than $300,000 for injury (including death) to any one person, not less than $1 ,000,000 for personal injuries (including death) in any one accident, and not less than $250 , 000 for property damage. The policies of said insurance shall contain a provision that such insurance may not be cancelled by the issuer thereof without at least ten (10) days' advance written notice to LANDLORD and TENANT. Such policies or copies or certificates thereof shall be furnished to LANDLORD. ARTICLE XIII INSPECTION OF LEASED PREMISES Section 1. Landlord' s Access to Premises LANDLORD, for itself and its duly authorized representatives and agents, reserves the right to enter the Extended Plant at all reasonable times during the term of this Lease for the purpose of. (a) examining and inspecting the same, and (b) performing such work in and about the Extended Plant made necessary by reason of TENANT' s default under any of the provisions of this Lease. LAND- LORD may, during the progress of said work mentioned in (b) above, keep and store in and about the leased premises all necessary materials, supplies and equipment and shall not be liable for necessary inconvenience, annoyances , * disturbances, loss of business or other damage suffered by reason of the performance of any such work or by the storage of materials, supplies and equipment. ARTICLE XIV EXTENSION OF BASIC TERM OF LEASE Section 1. Tenant' s Option to Extend Term TENANT shall have and is hereby given the rights and options 25 - • 1 , to extend the term of this Leave for ten (10) consecutive periods of five (5) years each, provided that (a) TENANT shall give LANDLORD written notice of its intention to exercise any of such options at least 90 days but not more than 120 days prior to the expiration of the then current term of this Lease, and (b) TENANT is not in default hereunder in the payment of basic rent at the time it gives LANDLORD such notice. In the event TENANT exercises any of said options, the terms, covenants , conditions and provisions set forth in this Lease shall be in full force and effect and binding upon the LANDLORD and TENANT during any such extended term except that TENANT covenants and agrees to pay to LANDLORD on or before January 1 of each and every year during such extended term, in lieu of the basic rental and additional rental provided for under Article II of this Lease, the sum of Fifteen Thousand Dollars ($15 ,000) per year, which said sum is the equivalent of that paid by TENANT to LAND- LORD during the basic term of this Lease in lieu of Impositions and shall be subject, in all respects, to the provisions of Article V hereof. ARTICLE XV CONDEMNATION OF ENTIRE EXTENDED PLANT Section 1. Eminent Domain as to Substantially All of the Extended Plant If during the life of this Lease title to substantially all of the Extended Plant be condemned by any authority having the power of eminent domain, this Lease shall (except as to the following pro- visions of this Article) , ipso facto, terminate on the date pos- session of substantially all of the Extended Plant is required to be surrendered to the condemning authority. A condemnation which renders the Extended Plant untenantable or which materially impairs the efficient utilization of the Extended Plant by TENANT shall be deemed to be a condemnation of title to substantially all of the Extended Plant. Section 2. Disposition of Awards Received All awards received as a result of the condemnation as in this Article XV provided shall be distributed, apportioned and applied in accordance with the provisions of Article XX hereof. ARTICLE XVI CONDEMNATION AS TO PART OF EXTENDED PLANT ® Section 1. Eminent Domain as to Less Than Substantially all of Extended Plant If during the life of this Lease title to less than sub- stantially all of the Extended Plant be condemned by any authority having the power of eminent domain, this Lease shall not be thereby terminated, and neither the term nor any of the obli- gations (including the payment of rentals) of either party under this Lease shall be reduced or affected in any way. Section 2. Disposition of Awards Received Prior to Payment of Bonds and No Part of Extended Plant is Damaged If no part of the Extended Plant or title to less than sub- , stantially all of the Extended Plant is condemned or damaged as a result of the condemnation during the term of this Lease, then all awards received from such condemnation before the Bonds and interest thereon shall have been paid in full shall , when received, become the absolute property of LANDLORD, and TENANT hereby as- signs and transfers to LANDLORD any and all awards granted in con- nection with such condemnation, and, after deducting all attorneys ' fees and costs incurred by LANDLORD in connection with such condem- nation, shall be forthwith deposited in an account designated "Von Hoffmann Corporation Construction Account" (the "Construction Account" ) . LANDLORD shall, and covenants and agrees to repair , rebuild and/or rearrange the Extended Plant and hereby agrees to pay for said repair, rebuilding or rearranging, including the repair, rebuilding or replacement of certain machinery and equipment, but solely from said Construction Account. The provisions of Article IV, Sections 2, 3, 4, 51 6, 7 , and 8 shall apply and are incorporated in this Article XVI as if fully set out at length. Section 3. Disposition of Awards Received After Payment of Bonds All awards received as a result of the condemnation as in this Article XVI provided, and after the Bonds and interest thereon shall - 27 - f f have been paid in full , shall be distributed, apportioned and applied in accordance with the provisions of Article XX hereof. ARTICLE XVII CONDEMNATION AS TO TENANCY Section 1. Eminent Domain as to Use If during the life of this Lease the use, for a limited period, of all. or part of the Extended Plant be condemned by any authority having the power of eminent domain, this Lease shall not be thereby terminated and neither -the term nor any of the obligations (including the payment of rentals) of either party under this Lease shall be reduced or affected in any way. Section 2. Disposition of Awards Received All awards received as a result of the condemnation as in this Article XVII provided shall be distributed , apportioned and applied in accordance with the provisions of Article XX hereof. . Section 3 . Restoration of Facility If the period of condemnation of the use, for a limited period, of all or part of the Facility, shall end before the Bonds and interest thereon shall have been paid in full , TENANT shall, upon being restored to possession, restore the Facility as nearly as may be possible to the condition existing immediately prior to such condemnation. ARTICLE XVIII DAMAGE OR DESTRUCTION Section 1. Damage or Destruction by Fire or other Casualty If at any time during the life of this Lease the Extended Plant is damaged or destroyed by fire or other casualty, LANDLORD shall, unless substantially all of the Extended Plant is damaged or destroyed, proceed with due diligence to repair , restore, rebuild or replace said damaged or destroyed Extended Plant to as good condition as it was in immediately prior to such damage or destruction, subject to such alterations as TENANT may elect to make as permitted in Article IX. A damage or destruction which renders the Extended Plant untenantable or which materially impairs the efficient utili- - 28 - zation of the Extended Plant by TENANT shall be deemed to be a damage or destruction of substantially ail of the Extended Plant. Section 2. Application of Insurance Moneys Received Prior to Payment of Bonds (a) All insurance proceeds collected by LANDLORD on the policy or policies of insurance maintained pursuant to the pro- visions of this Lease as a result of damage to or destruction of less than substantially all of the Extended Plant , by fire or other casualty and prior to the payment in full of all Bonds and interest thereon shall, after deducting all attorneys ' fees and costs incurred by LANDLORD in connection therewith, be forthwith de- posited in an account designated "Von Hoffmann Corporation Con- struction Account" (the "Construction Account") . LANDLORD shall pay for the repair, restoration, rebuilding or replacing required of it to be done by Section 1 of this Article XVIII; but solely from said Construction Account. The provisions of Article IV , Sections 2, 3 , 4 , 5, 6, 7 , and 8 shall apply and are incorporated in this Article XVIII as if fully set out at length. (b) All insurance proceeds collected by LANDLORD on the policy or policies of insurance maintained pursuant to the provisions of this Lease as a result of damage to or destruction of substantially all of the Extended Plant by fire or other casualty and prior to the payment in full of all Bonds and interest thereon shall be apportioned, distributed and applied in accordance with the pro- visions of Article XX hereof. Section 3. Application of Insurance Moneys Received After Payment of Bonds All insurance proceeds collected by LANDLORD on the policy or policies of insurance maintained pursuant to the provisions of this Lease as a result of damage to or destruction by fire or other casualty of the Extended Plant and after the Bonds and interest thereon shall have been paid in full shall be distributed, apportioned and applied in accordance with the provisions of Article XX hereof. - 29 - Section 4 . Application of Insurance Moneys in Event of Tenant's Default Anything in this Article to the contrary notwithstanding, ® LANDLORD shall not be obligated to restore the premises by the application of all or any part of the insurance moneys in the event (i) TENANT is in default in the payment of basic rent or additional rent, (ii) LANDLORD has given notice to TENANT of any other default on TENANT' s oart under this Lease or (iii) a default described under Article XIX has occurred. In the event TENANT shall cure the defaults specified in (i) and (ii) above or a default specified in (iii) above shall cease to exist, LANDLORD shall be obligated to apply the insurance moneys to restoration in accordance with the provisions of this Article; provided, how- ever, that, if this Lease is terminated or LANDLORD otherwise re- enters and takes possession of the Extended Plant without terminating this Lease under the provisions of Article XIX, the LANDLORD shall deposit all of the insurance moneys then held by it in the Principal and Interest Account. ARTICLE XIX DEFAULT Section 1. Tenant' s Default This Lease is made on condition that if : (a) TENANT defaults in the due and punctual payment of basic rent or additional rent and such default continues for ninety (90) days after notice thereof to TENANT from the LANDLORD; or (b) TENANT defaults in the keeping or performance of any other covenant or obligation herein contained on TENANT' s part to be kept or performed, and TENANT fails to remedy the same within ninety (90) days after LANDLORD shall have given TENANT written notice specifying such default (or within such additional period, if any, as may be reason- ably required to cure such default if it is of such nature that it cannot be cured within said ninety (90) day period • 30 - because of governmental restriction or other cause beyond the control of the TENANTO; or ® (c) TENANT shall file a voluntary petition under the Bank- ruptcy Act, as amended, or an involuntary petition under the Bankruptcy Act, as amended, is filed against TENANT, and TENANT, after full hearing, is adjudged to be bankrupt, insolvent or unable to pay its debts as they mature; TENANT makes an assignment for the benefit of its creditors; a trustee or receiver, after full hearing, is appointed or retained to take charge of and manage any substantial part of the assets of TENANT; or any execution or attachment shall issue against TENANT whereupon the Extended Plant , or any part thereof or any interest therein of TENANT under this Lease shall be taken or attempted to be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subparagraph being deemed a default under the provisions of this Lease) , then LANDLORD may at LANDLORD's election, then or at any time there- after and while such default shall continue, give TENANT written notice of intention to terminate this Lease on a date specified therein, which date shall not be earlier than thirty (30) days after such notice is given, and, if all defaults shall not then have been cured, on the date so specified, TENANT' s rights to possession of the • Extended Plant shall cease, this Lease shall thereupon be terminated, and LANDLORD may re-enter and take possession of the Extended Plant as its own property; and as an alternative remedy LANDLORD may at LANDLORD' s election, without terminating this Lease, re-enter the Extended Plant or take possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law, and, having elected to re-enter or take possession of the Extended Plant without terminating this Lease, LANDLORD shall use reasonable diligence to relet the Extended Plant, or parts thereof , for such term or terms . - 31 - 1 1 , and at such rental and upon such other terms and conditions as LANDLORD may deem advisable, with the right to make alterations and repairs to the Extended Plant. No such re-entry or taking of pos- session of the Extended Plant by LANDLORD shall be construed as an election on LANDLORD' s part to terminate this Lease , and no such re-entry or taking of possession by LANDLORD shall relieve TENANT of its obligation to pay basic rent and additional rent (at the time or times provided herein) or of any of its other obligations under this Lease, all of which shall survive such re-entry or taking of possession; and TENANT shall continue to pay the basic rent and additional rental provided for in this Lease until the end of the term whether or not the Extended Plant shall have been relet, less the net proceeds, if any, of any reletting of the Extended Plant after deducting all of LANDLORD' s expenses in or in connection with such reletting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation for reletting. The net proceeds of any reletting shall be deposited in the Principal and Interest Account. Having elected to re-enter or take possession of the Extended Plant without terminating this Lease, LANDLORD may by notice given at any time thereafter while TENANT is in default in the payment of basic rent or ad- sitional rent or in the performance of any other obligation under . this Lease elect to terminate this Lease on a date to be specified in such notice, which date shall be not earlier than thirty (30) days after the giving of such notice, and, if all defaults shall not have then been cured on the date so specified, this Lease shall thereupon be terminated. If in accordance with any of the foregoing provisions of this Article LANDLORD shall have the right to elect to re-enter and take possession of the Extended Plant, LANDLORD may enter and expel TENANT and those claiming through 32 • , I I or under TENANT and remove the property and effects of both or either (forcibly if necessary) without being guilty of any manner ® of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenant. Section 2. Survival of Tenant' s Obligations TENANT covenants and agrees with LANDLORD that its obligations under this Lease shall survive any cancellation and termination of this Lease pursuant to this Article XIX and that TENANT shall continue to pay the basic rent or additional rent and perform all other obligations provided for in this Lease, all at the time or times provided in this Lease. Section 3. Performance of Tenant' s Obligations by Landlord If TENANT shall fail to keep or perform any of its obligations as provided in this Lease in respect of (a) maintenance of insur- ance, (b) payments under Article V, (c) repairs to and maintenance of the Extended Plant, (d) compliance with legal or insurance requirements , (e) keeping the Extended Plant lien free, or in the making of any other payment or performance of any other obligation, then LAND- LORD may (but shall not be obligated so to do) upon the continuance of such failure on TENANT' s part for thirty (30) days after notice of such failure is given TENANT by LANDLORD and without waiving or releasing TENANT from any obligation hereunder, as an additional • but not exclusive remedy, make any such payment or perform any such obligation, and all sums so paid by LANDLORD in making such payment or performing such obligation shall be deemed additional rent and shall be paid to LANDLORD on demand; and, if not so paid by TENANT, LANDLORD shall have the same rights and remedies provided for in this Article XIX in the case of default by TENANT in the payment of basic rent. Section 4. Surrender of Possession Upon accrual of LANDLORD' s right of re-entry because of TENANT ' s default hereunder or upon the cancellation or termination of this Lease by lapse of time or otherwise, TENANT shall peacefully 1 1 1 surrender possession of the Extended Plat to LANDLORD in good condition and repair, ordinary wear and .tear excepted; provided, however, TENANT shall have the right, prior to the termination of this Lease, to remove from the leased premises the buildings and improvements, machinery and equipment, the furniture and trade fixtures which TENANT owns under the terms of this Lease. All repairs to and restorations of the Extended Plant , required to be made becase of such removal shall be made by and at the sole cost and expense of TENANT. All machinery and equipment , furniture, trade fixtures, and buildings and improvements owned by TENANT and which are not so removed from the Extended Plant prior to the termination of this Lease shall become the separate and absolute property of LANDLORD. ® Section 5. Payment of all Moneys Received to Principal and Interest Account All moneys received by LANDLORD as a result of the exercise by it of its rights provided by this Article XIX shall , after deducting all attorneys ' fees and costs incurred by LANDLORD in connection therewith shall forthwith be deposited in the Principal and Interest Account and shall be distributed and ap- plied in accordance with the provisions of Section 5, Article II , hereof. ARTICLE XX DISPOSITION OF AWARDS Section 1. Disposition of Awards Received Prior to Payment of Bonds All awards received as a result of the condemnation as to substantially all of the Extended Plant (as provided by Article XV) , or the condemnation as to Tenancy (as provided by Article XVII) or the damage or destruction of substantially all of the Extended Plant by fire or other casualty (as provided by Article XVIII) during the term of this Lease and before the Bonds and interest thereon shall have been paid in full shall be distributed , apportioned and applied as follows: • - 34 - (a) LANDLORD shall receive as its absolute property , and ® TENANT hereby assigns and transfers to LANDLORD , all sums awarded as shall represent compensation for the value of the Extended Plant and all machinery and equipment which, by the terms of this Lease, is the property of LANDLORD , and, after deducting all attorneys' fees and other expenses and costs incurred by LAND- LORD in connection therewith, LANDLORD shall deposit all the net sums so received in the Principal and Interest Account. The Bonds shall as soon thereafter as practicable be called for redemption. All moneys then held in the Principal and Interest Account shall be used for the purpose of paying the principal of and all interest accrued on the Bonds so called for redemption and all costs and expenses incurred in connection with the call, redemption and payment of said outstanding Bonds and all other lawful costs and expenses of LANDLORD; provided, however, if the funds then held in the Principal and Interest Account are insufficient in amount for the purposes aforesaid, TENANT shall be obligated to pay, and it does hereby covenant and agree to pay, as additional rent, upon demand therefor, such further sums of money, in cash, as may be required for such purposes; and, provided, further, if the funds then held in the Principal and Interest Account are in excess of the amount necessary for the purposes aforesaid, such excess shall be dis- tributed in accordance with the provisions of Article II , Section' 5 hereof. (b) All other sums received shall then belong to TENANT as its sole and absolute property. Section 2. Disposition of Awards Received After Payment of Bonds All awards received as a result of the condemnation as to substantially all of the Extended Plant (as provided by Article XV) , the condemnation as to part of the Extended Plant (as pro- vided by Article XVI) , the condemnation as to Tenancy (as pro- vided by Article XVII) and all insurance proceeds collected as • - 35 - a result of the damage to or destruction of property (as provided by Article XVIII) and after all Bonds and interest thereon have been paid in full, shall, after payment of all costs and expenses, including attorneys' fees, lawfully incurred by LANDLORD shall have been paid, be the sole and separate property of TENANT. Section 3 . Rights of Tenant not Diminished Nothing contained in this Lease shall be construed to pre- clude the TENANT from receiving directly from or prosecuting any claim directly against any condemning authority in condemnation proceedings or against any third party for loss of business or de- preciation to, damage to, or cost of removal of, or value of stock, trade fixtures, furniture, and other personal property belonging to the TENANT; provided, however, that no such claim shall diminish ® or otherwise adversely affect any award to which LANDLORD may be entitled. Section 4. Tenant's Right of Participation TENANT shall have the right to notice and to participate in all eminent domain proceedings and all actions for damages against third parties and/or insurance carriers together with the LAND- LORD. The LANDLORD shall not settle any such eminent domain proceedings or actions for damages and proceedings against third parties and/or insurance carriers without the prior written consent of the TENANT. . ARTICLE XXI OPTIONS TO PURCHASE Section 1. Tenant ' s Right to Purchase In consideration of TENANT and Von Hoffmann Press , Inc. , selecting the City of Jefferson as the location for the present extension of their manufacturing and business capacity and in consideration of TE14ANT entering into this Lease whereby it is bearing the entire cost: of this undertaking, for these and other good and valuable considerations, the receipt of which is hereby acknowledged by LANDLORD, TENANT, and/or its parent or subsidiary corporations, including but not limited to Von Hoffmann Press , Inc. , • hereinafter referred to as "Optionee" , shall have the right and 14 r _ i option to purchase all or any part of the Land , Plant , facility Machinery and Equipment, which is the subject of that certain 1. Lease heretofore entered into by and between LANDLORD and Von i ® Hoffmann Press, Inc. , which said Lease is dated January 26, 1967 , and attached hereto and made a part hereof and marked Exhibit D, together with the Extended Plant which is the subject of the j instant Lease, (hereinafter collectively referred to as the "Option i Property" ) at the following times: (i) at any time when all of the bond and interest thereon have been paid in full, (ii) on January 25, 1992 being the termination date of the basic term of this Lease and that entered into on the 26th day of January, 1967 , (iii) if Optionee exercises its options to extend the term of this Lease pursuant to the provisions of Article XIV hereof, or the terms of Article XIV of the Lease dated January 26, 1967 , at any time during ® any such extended term, (iv) at any time during the life of this Lease or the Lease dated January 26, 1967 , if substantially all of I the Optioned Property is damaged or destroyed by fire or any other casualty, and (v) at any time during the life of this Lease of the Lease dated January 26, 1967 , if title to , or the use for a limited period of, substantially all of the Option Property be condemned by any authority having a power of eminent domain. Optionee shall exercise the aforesaid option by giving LANDLORD written notice of Optionee' s election to exercise said option and specifying the i date, time and place of closing, which date (the "Closing Date") shall neither be earlier than sixty (60) days nor later than 1 ninety (90) days after the notice is given; provided, however , that Optionee may not exercise the said option if Optionee is in default hereunder or is in default under the Lease dated January 26, 1967 , at the time said notice is given and may not purchase the Option Pro- perty on the Closing Date if Optionee is in default as aforesaid on the Closing Date. Section 2. Quality of Title and Purchase Price If said notice of election to purchase be given as aforesaid, LANDLORD shall and covenants and agrees to sell and convey the • - 37 - Option Property to Optionee on the Closing Date free and clear of all liens and encumbrances whatsoever, except (i) those to • which the title was subject on the date of commencement of the term of the aforesaid Leases or became subject to with Optionee' s written consent or which resulted from any failure to with Optionee to perform any of its agreements or obligations under the afore- said Leases (ii) taxes and assessments, general and special, if any, and (iii) the rights ,:" titles and interests of any party having condemned or who is attempting to condemn title to , or the use for a limited period of, all or any part of the property so trans- ferred, for the price and sum as follows (which Optionee shall and covenants and agrees to pay in cash at the time of delivery of LANDLORD's deed as hereinafter provided) : ® (a) The full amount which is required , when added to the amounts in the Principal and Interest Accounts on the Closing Date, to provide LANDLORD and its Paying Agent (s) , for its Bonds with funds necessary to re- deem and pay in full (i) principal of all of LANDLORD ' s outstanding Bonds , (ii) all interest due thereon in accordance with the terms of the Bond Ordinances (iii) all costs, expenses and premiums incident to the redemp- tion and payment of said Bonds in full , and (iv) all other costs and expenses of LANDLORD, plus (b) $1. 00 Nothing in this Article shall release or discharge Optionee from anu duties or obligations under this Lease or the Lease dated January 26, 1967 , to make any payment of basic rent or additional rent which, in accordance with the terms of the aforesaid Leases becomes due and payable prior to the Closing Date or from any duties and obligations stated in said Leases to be performed and observed by Optionee prior to the Closing Date. Section 3. ' Closing of Purchase On the Closing Date, LANDLORD shall deliver to Optionee or its designee, its special warranty deed, properly executed and conveying the Option Property to Optionee or its designee, free and clear of all liens and encumbrances whatsoever except as stated 0 38 - above or conveying such other title to said Option Property as may be acceptable to TENANT and then and there Optionee shall pay the full purchase price for said Option Property as follows: (i) the amount specified in " (a) " of the proceding paragraph shall be paid to LANDLORD who shall. deposit the same in the Principal and Interest Accounts, and (ii) the amount specified in " (b) " of the preceding paragraph shall be paid to the LANDLORD; provided, however, nothing herein shall require LANDLORD to deliver its said special warranty deed to Optionee or its designee until after all duties and obligations of Optionee under the aforesaid Leases to the date of such delivery shall have been fully performed and satisfied. Upon the delivery to Optionee or its designee of LANDLORD' s said special warranty deed, and payment of the purchase price by Optionee, the aforesaid Leases shall, ipso facto, terminate. ARTICLE XXII MISCELLANEOUS Section 1. Notices All notices required or desired to be given hereunder shall be in writing, and all such notices and other written documents required or desired to be given hereunder shall be deemed duly served and delivered for all purposes (a) upon LANDLORD, if delivered in person to its duly elected, qualified and acting Mayor or Clerk or if a copy thereof be mailed by certified or registered mail, postage prepaid, addressed to LANDLORD at the public office of its duly elected, qualified and acting Clerk or at such other place as LANDLORD from time to time may designate in writing to TENANT, and (b) upon TENANT, if a copy thereof be mailed by certified or registered mail, postage prepaid, addressed to TENANT, Von Hoff- mann Corporation, office of the President, 1000 Camera Avenue, Crestwood, Missouri, 63126, or at such other place as TENANT from time to time may designate in writing to LANDLORD. All notices given by certified or registered mail as aforesaid shall be , deemed duly given as of the date they are so mailed. - 39 - Section 2. Net Lease The parties hereto agree (a) that this Lease is intended to be a net lease , (b) that the payments of basic rent are designed to provide LANDLORD with funds adequate in amount to pay all i principal of and interest on the Bonds as the same become due and payable, and (c) that, to the extent that the payments of basic rent are not sufficient to provide LANDLORD with funds sufficient for the purposes aforesaid, TENANT shall be obligated to pay, and it does hereby covenant and agree to pay, upon demand therefor , as further basic rent , such further sums of money, in cash, as may from time to time be required for such purposes. Section 3 . Disposition of Funds Payable into Principal and Interest Account If the LANDLORD shall hold sufficient funds in the Principal and Interest Account to pay all principal and interest due or to become due on the Revenue Bonds and all costs , expenses and premiums incident to the payment and redemption of the Bonds, or if all principal and interest on the Bonds shall have been paid in full, in either event, any additional funds received by LANDLORD which are, under the terms of this Lease, payable into the Principal and Interest Account shall, unless otherwise pro- vided in this Lease, be distributed as provided in Article II , f Section 5 hereof. From the available funds in the Principal and Interest Account, the LANDLORD shall pay all principal of and interest on the Bonds, and shall , upon written request of TENANT, call and redeem the Bonds in accordance with the provisions of the Bond Ordinance. All funds remaining in the Principal and Interest Account after all principal of and interest on all the Bonds shall have been paid in full, shall, after payment therefrom to LANDLORD of any sums of money then due and owing by TENANT under the terms of this Lease, be distributed as provided in Article II , Section 5 , hereof. 40 - 1 Section 4 . Rights and Remedies ® The rights and remedies reserved by LANDLORD and TENANT here- under and those provided by law shall be construed as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereof on one or more occasions. LANDLORD and TENANT shall each be entitled to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this Lease, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. Section 5. Waiver of Breach No waiver of any breach of any covenant or agreement herein contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement and in case of a breach by either party of any covenant, agreement or undertaking, the non-defaulting party may nevertheless accept from the other any payment or payments or performance hereunder without in any way waiving its right to exercise any of its rights and remedies provided for herein or otherwise with respect to any such default or defaults which were in existence at the time such payment or payments or performance were accepted by it. SSection 6. Abandonment by Tenant If TENANT vacates or abandons the Extended Plant , LANDLORD shall have all the same rights and remedies against TENANT by reason thereof as are herein granted to LANDLORD upon and by reason of a default of the TENANT. Section 7. Expenses and Charges of the Landlord Wherever in this Lease it is provided that the TENANT shall pay the costs, expenses and fees including attorneys ' fees incurred by the LANDLORD, TENANT' s obligations shall be limited to such thereof as are necessary and reasonable. e - 41 - Section 8. Consents and Approvals ® Wherever in this Lease it is provided that the LANDLORD or TENANT shall, may or must give its approval or consent, or execute supplemental agreements or schedules , LANDLORD or TENANT shall not unreasonably, arbitrarily or unnecessarily withhold or refuse to give such approvals or consents or refuse to execute such supplemental agreements or schedules. Section 9. Quiet Enjoyment and Possession LANDLORD covenants that so long as TENANT shall not be in default under this Lease, TENANT shall and may peaceably and quietly have, hold and enjoy the Extended Plant leased hereunder and that LANDLORD will defend TENANT's enjoyment and possession thereof against all parties. Section 10. Due Organization of Landlord ' LANDLORD covenants that it is a municipal corporation duly organized and existing under the laws of the State of Missouri, with lawful power and authority to enter into this Lease, acting by and through its duly authorized officials. Section 11. Additional Covenants of Tenant . TENANT covenants that is it a corporation duly organized and existing under the laws of the State of Missouri, authorized and ' empowered to do business in said State, with lawful power and authority to enter into this Lease, acting by and through its duly authorized officers. The execution of this Lease and the performance of the terms of this Lease by TENANT will not result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease, or other agreement or instrument to which TENANT is a party, or by which it or any of its property is bound, or the TENANT' s Certificate of Incorpora- tion or Bylaws, or any order, rule or regulation applicable to TENANT or its property of any court or other governmental body. Section 12. Amendments to Lease This Lease may be amended, changed or modified in the follow- - 42 - ing manner: (a) With respect to any amendment, change or modification which will not materially adversely affect the security of the holders of any of the Bonds, by an agreement in writing executed by the LANDLORD and TENANT and consented to in writing by the holders of 75% of the aggregate principal amount of the Bonds then outstanding; and (b) With respect to any amendment, change or modification which reduces the basic rent or additional rent, or any amendment which reduces the percentage of Bondholders whose consent is required for any such amendment, change or modification, by an agreement in writing executed by LANDLORD and TENANT and consented to in writing by the ® holders of 100% of the aggregate principal amount of the Bonds then outstanding. (c) With respect to all other amendments, changes or modifications by an agreement in writing executed by LANDLORD and TENANT. Section 13 . Construction and Enforcement This Lease shall be construed and enforced in accordance with the laws of Missouri. Wherever in this Lease it is provided that either party shall or will make any payment or perform or refrain from performing any act or obligation, each such provision shall, even though not so expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as the case may be, such act or obligation. The term "TENANT" and all pronouns used herein referring to "TENANT" shall include the singular and plural and masculine, feminine and neuter gender, as the context and circumstances require, and, if there be two or more included in the term, the provisions hereof shall apply to each, jointly and severally. 43 - • Section 14 . Priority of Lease Notwithstanding anything to the contrary in this Lease, so long as TENANT shall not be in default under this Lease, this Lease and the estate of TENANT hereunder are and shall continue to be superior and prior to any and all mortgages now or hereafter a lien upon the Extended Plant leased hereunder or any part thereof or interest therein. Section 15. Invalidity of Lease Provisions If for any reason any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby. Section 16. Covenants Run With Leased Property The covenants, agreements and conditions herein contained ® shall run with the property and premises hereby leased and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day and year first above-written. LANDLORD: (CORPORATE SEAL) CITY .OF JEFFE ON, MI 80 RI ATTEST: � = B it lerk Mayo . TEN NT: " (CORPORATE SEAL) VO FFMANN CORPORATION ATTEST By U.ti -- Tit 1> Title OPTIONEE: VON HOFFMANN PRESS, INC. L -7�u.�-t.[ By t e • - 44 - L M STATE OF MISSOURI ) SS. COUNTY OF ) On this day of 1979, before me appeared , to me personally known, who, being by Ze duly sworn, did say that he is the Mayor of the City of Jefferson, Missouri, that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed in behalf of said City by authority of its City Council, and said acknowledged said instrument to be the free act and eed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in said County and State, the day and year first above written. MY COmmfSSion .Vfre4 May 26, 1981 Notary Public My Commission Expires: (SEAL) ,STATE OF MISSOURI ) SS. COUNTY OF On this b3'J day of Q �� 1979, before me appeared Al to me personally known, who, being by me duly sworn did say that he is the 7 ,7E�ttQQ,�� of VON HOFFMANN CORPORATION, a Missouri corporation, that the seal affixed to the foregoing instrument is the corporate seal of said Corporation, and, that said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors, and said �`1k8 t > Zu,2 ��t acknowledged said instru- ment to be the free act and deed of said Corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in said County and State, the ,day and year first above-written. - 45 - r i C Notary Public My Commission Expires: MY C0111110331ti .11.81 (SEAL) STATE OF MISSOURI ) SS COUNTY OF • rS '�) On this 2,L,& day of 1979, before me appeared ,�cr�,1p , to me personally known, who, being by me duly sworn did say that he is the P",C'-�Gc_c Q41� of VON HOFFMANN PRESS, INC. a Missouri corporation, that the seal affixed to the foregoing instrument is the corporate seal of said Corporation, and, that said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors, and said 7� acknowledged said instru- ment to be the free act and deed of said Corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in said County and State, the day and year first above-written. Aw . Notary Public My Commission Expires: ,j;r1;;'1 z;MjH rxpires 7-11.81 (SEAL) - 46 -