Document MJDMaaaereV8VEpRny5qvoDzk

DIR2CT0H3* ME2TI1IC --------------- ------ ---------------------- n Cleveland, Ohio, April 6, 1911. A Meeting of the Board of Directors was held at the above tine and ^lace at which thoro were present Hr. H. A. Sherwin Hr. F-. M. 'Williams Hr. 7. H; Cottinghaa Hr. J. 0. Beardslee I Hoved by Hr. 2. il. 7illias and seconded by Mr. J. C Beardslee that the following Resolution be adopted:- R2S0L7ED, That this Company purchase the following described real estate from Detroit 7hite Lead 7orkss Land in the City of Detroit, 7&yne County, Michigan* described as that part of lot 15, of Theodore J. and Denis J. Cawpau*s subdivision of fractional lections 29 and 22, in town 1, south of range 12 oast (the plat Of which subdivision is recorded in liber 2, ol* plats, on page 2, ',7ayne County Records) commencing at the intersection of the southerly line of Milwaukee Avenue, with the easterly line of the lands owned and occupied by the Detroit, Crand Haven and Milwaukee Railway; thence easterly along the southerly line of Milwaukee Avenue, 2S1.40 feet to a post {which post is distant 390 feet westerly from the intersection of said southerly line of Hilwaukee Avenue, with the westerly line of St. Aubin Avenue); thence southerly on a line parallel with the westerly line of St. Aubin Avenue, 241.85 feet to what would be the center of Lyman Street, if extended, thence westerly on i line parallel with the northerly line of Trombley Avenue to the easterly line of the lands owned and occupied by the Detroit, Crand Haven and Milwaukee Railway; thence northerly along the easterly line of said railway lands to the place of beginning. Also land in the City of Detroit, Toyne County, Michigan, described " that part of lot 15, of Theodore J. and Donis J. Caa?>au*s subdivision of factional sections 29 and 32, in town 1, south of range 12 east (the plat of which subdivision is recorded in liber 2, page 2, of plats, 7ayne County Records)concnanc- at a point in the northerly line"of Trombley Avenue (formerly called Campas ?ad) where said northerly line intersects the easterly line of the lands owned and occupied by the Detroit, Crand Haven and Hilwaukee Railway, running thence easterly ?*"7 said northerly line of Trombley Avenue, 271.15 feet to a point in said norther ly line of Trombley Avenue (which point is distant 390 feet westerly from the inter action of said northerly liae of Trombley Avenue with the westerly line of St. jubia Avenue); thence northerly at right angles with said northerly line of Trombley **aue and on a line parallel with the westerly line of St. Aubin Avenue 233 feet; ,t0ac westerly at right ancles and on a liae parallel with said northerly line of ^ombley Avenue to the easterly line of the Detroit, Grand Haven and Milwaukee Rail- y lands; thence southerly along said easterly line of said railway lands to the p see of beginning. t RECORD 300K PAGE ATTEST 0007-SWP-000005238 DIRECTORS' 2EE7IDG. Cleveland, Ohio, April 6, 1911. RESOLVED, That the consideration for the purchase of said real estate *iiall be as follows: 1st, This Company shall guarantee the payment of the quarterly dividends noon the $200,000.CO of preferred stock of Detroit White Lead Works promptly as the ' sane accrue and become payable; 2nd. This Company shall guarantee the payment of the redaction price of said preferred stock when the same is redeemed; 3rd. This Company shall forthwith upon receipt of a good and sufficient warranty deed of said property, free and olear of encumbrances, execute and deliver to Detroit White Lead 7/orks a lease for said property running for the term of the existence of said corporation, to-wit, thirty years from the 22nd day of December, 1910, said Detroit White Lead Works to pay promptly as the same become due and pay able all taxes and assessments of every kind and description levied and assessed upon said real estate during the term of said lease, to at all times keep the build ings and improvements upon the same insured against loss and damage by fire in not less than the sum of $275,00C.C0, and to keep said buildings and improvements in constant good condition and repair without expense to this Company; and RESOLVED, That the President, or Vice-President, and Secretary of this Company be, and they are hereby, authorised and directed to do all and every act and thing in their jud&oent necessary or proper to carry out the terms and con ditions of the foregoing resolution; and RESOLVED, That the lease to be executed by this Company to Detroit White Lead Works shall be in the fora and contain the conditions following: THIS IS20JITUH3 Hade and entered into this 7th day of April, A. D. 1911,, by and between The Sherwia-7iHiarts Company, a corporation duly organised and existing under the laws of the State of Ohio, party of the first part and Lessor, hereinafter called the leesor, and Detroit White Lead Works, a corporation duly organised and existing under the laws of the State of Uichigan, party of the second Part and as lessee, hereinafter called the Lessee, That the Lessor hath let and leased, and doth hereby let and lease, unto the said Lessee, the following described real estate: Land in the City of Detroit, County of Wayne, State of Michigan, de scribed as that part of lot 15, of Theodore J. and Denis J. Campau's subdivision of Pactional sections 29 and 32, in town 1, south of range 12 east {the plat of which subdivision is recorded in liber 2, of plats, on page 2, Wayne County Records), RECORD BOOK PAGE ATTEST,. 0007-SWP-000005239 DIRECTORS' NESTING. Cleveland, Ohio* April 6, 1911. eoscRenelag at the intersection of the southerly line of Milwaukee Avenue, with the easterly line of the lands owned and occupied by the Detroit, Grand Raven.and yilwaukee Railway; thence easterly along the southerly line of liilwaukee Avenue, 231*40 feet to a poet (which post is distant 390 feet westerly from the intersection of said southerly line of Milwaukee Avenue, with the westerly line of St* Aubin Avenue); thonce southerly on a line parallel with the westerly line of St. Aubin Avenue, 241*65 feet to>what would be the center of Lyman Street, if extended; thence issterly on a line parallel with the northerly line of Trombley Avenue to the easter ly line of the lands owned and occupied by the Detroit, Grand Haven and Milwaukee Railway; thence northerly along the easterly line of said railway lands to the place of beginning. Also land in the City of Detroit, Tayne County, State of Uichigan, described as that part of lot 15, of Theodore J. and Denis J. Csmpau's subdivision of fractional sections 29 and 32, in town 1, south of range 12 east (the plat of tiuch subdivision is recorded in liber 2, page 2, of plats, 7ayne County Records), commencing at a point in the northerly line of Trombley Avenue (formerly called Cumau road) where said northerly line intersects the easterly line of the lands owned and occupied by the Detroit, Grand Haven and Milwaukee Railway, running thence ssterly along said northerly line of Trombley Avenue 271.15 feet to a point in said northerly line of Trombley Avenue (which point is distant 390 feet westerly from the intersection of said northerly line of Trombley Avenue with the westerly line of St. Aubin Avenue); thence northerly at right angles with said northerly line of Trombley Avenue and on a line parallel with the westerly line of St. Aubin Avenue 223 feet; thence westerly at right angles and on a line parallel with said northerly line of Trombley Avenue to the easterly line of Detroit, Grand Haven and Milwaukee Hailway lands, thenoe southerly along said easterly line of said railway lands to tn* place of beginning. Be the same more or less, but subject to all legal highways. TO KAV2 ARD TO HOLD the promises hereby leased unto the Lessee for tod during the term of the life of the Lessee, to-wit. Thirty (30) years from and ter-December 22, 1910, upon the following covenants and conditions*- let. The Lessee doth hereby covenant and agree to pay promptly as the same scone due all taxes, assessments and public 'charges of every kind anddescription ^ied and assessed upon said premises during the term of this lease, or becoming ^yable during the term of this lease, and that it will upon demand of the Lessor, r its successors, produce and deliver to the Lessor, for its Inspection, receipts / -her satisfactory evidence of such payment, Provided, however, that nothing rin contained snail reouire the Lessee to make payment of any such taxes, assess6^ 8 or.-public charges so long as the Lessee shall by proper proceedings in a of conpetant jurisdiction contest the validity or amount of any such tax, ssnent or public charge, but the lessee covenants and agrees that it will within j t i [ i i i i ji i i RECORD BOOK PAGE ATTEST sec r et ar y. 0007-SWP-000005240 c -,j*u:oZu75f1'c';' MH2CT0P5' U22TIE0, Cleveland, Ohio, Aorll 6, 1911. thirty daya after tho rendition of a final judgment in any such proceeding pay or cause to toe paid the amount of such taxes, assessments or other public charges so contested oaless during said period such judgment shall toe stayed or appealed. 2nd. Lessee doth further covenant and agree, during the tern of this lease,' to keep all buildings and improvements upon said premises in constant good condition tad repair without expense to the Lessor. 3rd. Lessee doth hereby further covenant and agree that it will at all tines during the term of this lease insure and Keep insured the buildings and improve eats upon said premises in responsible Insurance companies satisfactory to the Lessor igainst loss or damage by fire to an amount not less than $ 275,000.00 The policies for^such insurance shall be deposited with the Lessor and shall provide that the loss, if any, shall toe payable to the Lessor. In the event of loss, the Leseee shall have the right to have the proceeds of any such insurance used for the purpose of replacing or restoring the lost or 'dsnaged property and the Lessor shall from time to time pay over to the Lessee such mounts of such insurance moneys as shall be necessary to reimburse the Lessee for oneys expended in such restoration or repair. The Leasee shall whenever it makes demand upon the Lessor for any such insurance moneys deliver to the Lessor vouchers bowing the respective amounts expended for such restoration or repair, which vouchers hall in all cases be certified as correct by the ?resident, or Tice-President, and Secrotaiy, or Treasurer, of the Lessee. 4th. Lessee further covenants and agrees that it will not sublet the whole r any part of the premises horeby leased, nor assign, transfer or encumber this lease, xceot upon the written consent of the Lessor, its successors or assigns, first had tad obtained. 5th. The Lessee further covenants and agrees that no waste, either actual w permissive .shall be committed upon the leased premises. 6th. The Lessee further covenants and agrees that at the end of the term tereof it will surrender to the Lessor the above leased premises and the improvements thereon in as good condition and repair as the same are in at the commencement of the hereof, ordinary wear and tear only excepted. 7th. It .is mutually covenanted end agreed that the damage or destruction . ? tile buildings and improvements upon the leased premises shall not terminate- this *aae any law of the land to the contrary notwithstanding. 8th. It is mutually covenanted and agreed that in the event the Lessee *** fail for the period of sixty days to well and truly perform or observe any i *nant or condition to be performed or observed by Leasee hereunder, the Lessor RECORD BOOK RAGE ATTEST s ec r et ar y , ^j i--1\ 0007-SWP-000005241 DIT2cross * aasring.__V " .-... ' Cleveland, Ohio* April 6, 1911. ggy at its election eater upon the above leased premises and exclude the Lessee tberefrom, and this lease shall thereupon terminate, and from thenceforth the Lessor ,ball have and hold the above leased premises as of its first or former estate, and j*? sue for and recover from the Lessee all damages which Lessor may have sustained by reason of such breach or default on the part of the Lessee up to the time of such ntry, or Lessor nay, -at its option, without entry and avoiding this lease, sue for ind recover from Lessee all damages which it may have sustained by reason of such breach or default. 9th. It is further mutually covenanted and agreed that the waiver of jay breach of any covenant or condition of this lease shall not bo held or construed to be a waiver of any future breach of .the same covenant or condition. 10th. It is further mutually covenanted and agreed that inasmuch as this lease is personal to the Lessee and cannot be assigned or transferred by it except upon the written consent of tho Lessor, that ir. the event Lessor does consent to any tucii assignment or transfer, the transferee shall receive a written assignment or < transfer in form satisfactory to the Lessor, to which assignment or transfer the transferee shall be a party and therein shall affirmatively agree to be bound by and to observe and perform all of the conditions aid covenants of this lease to be observed tnd performed by the' Lessee herein named, including the covenants and conditions here of relative to subletting* and to tho assignment and transfer of this lease. 11th. It is further mutually covenanted and agreed that this lease shall be binding upon and inure to the benofit of the Lessor, its successors and assigns, tad the Lessee and its successors, and, when assigned and transferred in accordance vith the terms of this lease, its assigns. 12th. The Lessor covenants in consideration of the faithful performance tod observance of all of the covenants and conditions to be performed and observed an the part of Lessee hereunder, that the Lessee shall possess and enjoy the premises hereby leased to the full end of the term hereof without the let, hindrance or iiaturbance of any person or party whomsoever. Ill WITNESS 7HZIS0?, The Sherwin-Williams Company has caused this instru ct to be executed by its _**^i?rcsidont and -- Socrotary, and its corporate 8al to be hereto affixed, and Detroit White LeatHTorEs has caused this instrument to be executed by its _yioe^?roaident and ** Secretary, and its corporate seal to be "oreto affixed, as of the day and year first herein written. Executed in duplicate. I ! RECORD BOOK PAGE ATTEST SECRETARY.^*.?\ 0007-SWP-000005242  DIRECTORS aSTIHG Cleveland, Ohio* April d 19X1* $i'-aed. Sealed and Delivered in presence of (Signed) 1. K. Schroeder (Signed) It* 0. Schofield As to S W Co. (Signed) (Signed) THE SKEHTIN-7HL1=113 CCUPARY By Walter H. Cottinghum President. Attest A. 7. Prank Secretary. , and DETROIT WHITE IE> ROHES (Signed) Henry Campbell (Siened) S'. 7. Levenhagen As to 571 Rks (Signed) By Adrian D. Joyce Vice-president. . (Signed) Attest B C Kelson Secretary SHE STATE OF OHIO, ) SS: On this 7 day of April, A. D. 1911, before me, CUYAHOGA C0USTT. ) a Notary Public in and for said County and State, personally appeared Walter E. Cottingham, to mo personally known, who, being by me duly sworn, did say that he ie the President of The Sherwin-Williams Company, the corporation which signed and sealed the forerping instrument, and that the seal affixed to said instrument is the cor porate 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 the said Walter ft. Cottingham acknowledged said instrument to be the free act and deed of said corporation. IE. WITNESS 'THEREOF, 2 have hereunto set my hand and official seal the day end year last above written. (Signed) James 3. Campbell A Rotary Public In and for Cuyahoga County, State of Ohio. Hy Commission Expires April 23, 1912. THE STATS OF OHIO ) SSs Oa this 7 day of April, A. D 1911, before me, a CUYAHOGA COCRTT ) Rotary Public in and for said County and State, personally appeared Adrian D. Joyoe, to me personal ly known, who, being by me duly sworn, did say that he is the Vice-President of Detroit White lead Works, the corporation which signed and sealed the. foregoing instrument, and that the seal affixed to said instrument is the corporate seal of aid corporation end that said instrument was signed and sealed in behalf of said Corporation by authority of its board of directors, and the said Adrian D Joyce acknowledged said instrument to be the free act and deed of said corporation. ! RECORD BOOK RAGE ATTEST StCACTARY. 0007-SWP-000005243 7^ DIRECTORS * SiBTISS. Clevekmd, Ohio, April 6th, 1911. IS '.7XTSSS3 ' E2HE0?, I have hereunto set ny hand and official seal the day aad year last above written* (Signed) James 2 Campbell A Notary Public in and for the "SEAL" . County of Cuyahoga, State of Ohio. 2y Commission Expires 4/23/12" R33GLVED, That the fora of guaranty to bo signed by this Company upon the respective certificates of the present preferred stock of Detroit White Lead Tories shall be as follows:- - f o r TAXES R2C3IV2D, The Sherwin-Williams Company, a corporation of the State of Ohio, being the owner of a majority of the shares of the common capital stock of the within named Detroit White Load Works, a kindrod but non-competing cor poration, hereby guarantees the punctual payment of the dividends on all aliares of preferred stock represented by the within certificate when and as the suae become payable by said Detroit '.Thito Lead Works, during the existence of said corporation, or until the within mentioned shores of preferred stock are redeemed, and horeby guarantees the payment of the redemption price of the within shares of preferred stock when the same are redeemed. TS2 3SR8XiW7IlLIAHS OCSiPAHT 3y The above Resolution was unanimously adopted. On motion the meeting then adjourned, - Cleveland, Ohio, April 12th, 1911. A meeting of the Board of Directors was held at the above time and place at which there were present, H A Sherwin, W H Cottingham, W B Albright, J C Beardslee, S M Williams, and E M Richardson. Moved by Ur 2 * Richardson and seconded by Hr J C Beardslee that Ur y H Cottingham, President of the Cotapany, be, and hereby is authorized to sell the Canadian and English Departenants of The Sherwin-Williams Company at a price of not loss than $3,875,000*00 cash, or as an alternative on the following basis Cash $2,525,000*00 7$ Preferred Stock 1,250,000*00 Comaon 500,OX.00 it being understood in either ease the buyer is to assume the Mortgage and Debentures aow resting on the Plant of Lewis Berger & Sons, Ltd,, London, England, Motion carried. (Mr Cottingham because of his personal interest in both enterprises refrained from voting) On motion the meeting then adjourned. RECORO BOOK PAGE ATTEST... .0007-SWP-000005244