1
EXHIBIT 10.15
INDIANA MASTER CAPITAL LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is made and entered into this 15th day of
September, 1997, by and between PDS FINANCIAL CORPORATION, a Minnesota
corporation ("Lessor"), whose address is 0000 Xxxx Xxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxxx 00000 and THE MAJESTIC STAR CASINO, LLC, an Indiana
limited liability company ("Lessee"), whose address is Xxx X. Xxxxxxxxxx Xxxxxx,
Xxxx, Xxxxxxx 00000.
Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor
in accordance with the terms and conditions contained herein, certain equipment
more fully described in the Lease Schedule or Schedules, referred to herein as a
"Lease Schedule," as may from time to time be executed by Lessee. All equipment
described in such Lease Schedules shall be collectively referred to as the
"Equipment" and individually referred to as a "Unit" and is to be installed in
and to be used in connection with the business location described in a
particular Lease Schedule ("Premises").
NOW THEREFORE, Lessor and Lessee agree as follows:
1. LEASE. This Lease establishes the general terms and conditions by which
Lessor shall lease the Equipment to Lessee. Each Lease Schedule shall be in the
form provided by Lessor and shall incorporate by reference the terms of this
Lease.
2. TERM: RENT AND PAYMENT.
2.1 TERM. The term of this Lease with respect to each Unit shall commence
on the date set forth in each related Lease Schedule (the "Commencement Date")
and continue as specified in such Lease Schedule ("Term").
2.2 RENT AND PAYMENT. Lessee's obligation to pay rent for the Equipment
shall commence on the Commencement Date and continue for the Term. The Basic
Rent set forth on the Lease Schedule shall be payable on the Commencement Date
and on the same day of each month thereafter ("Rent Date"). Any amounts payable
by Lessee, other than Basic Rent, shall be deemed Additional Charges and shall
be payable on the Rent Date next following the date upon which they accrue or
the last day of the Term, whichever is earlier. Lessee shall make all payments
at the address of Lessor set forth above or at such other address as Lessor may
designate in writing. As used herein, the term "Rent" shall mean all Basic Rent
and Additional Charges.
2.3 LATE CHARGE. If any Rent is not received by Lessor or its assignees
within ten (10) days of when due, a late charge on such Rent shall be due and
payable with such Rent in an amount equal to two percent (2%) of the amount past
due or any part thereof, as reimbursement for administrative costs and not as a
penalty.
2.4 LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS. If Lessee fails to
comply with any of its covenants or obligations herein, Lessor may, at its
option and after notice to Lessee, perform such covenants or obligations on
Lessee's behalf without thereby waiving such conditions or obligations or the
failure to comply therewith and all sums advanced by Lessor in connection
therewith shall be repayable by Lessee as Additional Charges. No such
performance shall be deemed to relieve Lessee of its obligations herein.
2
3. CERTIFICATE OF ACCEPTANCE. Lessee shall deliver to Lessor a certificate
of delivery, installation and acceptance ("Certificate of Acceptance") in the
form provided by the Lessor.
4. NET LEASE. This Lease including each Lease Schedule is a net lease and
Lessee's obligation to pay all Rent due and the rights of Lessor or its
assignees in, and to, such Rent shall be absolute and unconditional under all
circumstances, notwithstanding: (i) any setoff, abatement, reduction,
counterclaim, recoupment, defense or other right which Lessee may have against
Lessor, its assignees, the manufacturer or seller of any Unit, or any other
person for any reason whatsoever, including, without limitation, any breach by
Lessor of this Lease; (ii) any defect in title, condition, operation, fitness
for use, or any damage to or destruction of, the Equipment; (iii) any
interruption or cessation of use or possession of the Equipment for any reason
whatsoever; or (iv) any insolvency, bankruptcy, reorganization or similar
proceedings instituted by or against Lessee.
5. LOCATION: USE: MAINTENANCE; IDENTIFICATION AND INSPECTION.
5.1 LOCATION, USE, MAINTENANCE AND REPAIRS. (a) Lessee shall keep and use
the Equipment on the Premises and shall not relocate or remove any Unit unless
Lessor consents, in writing, prior to its relocation or removal. (b) Lessee
shall at all times and, at its sole cost and expense, properly use and maintain
the Equipment in good operating condition, other than the normal wear and tear,
and make all necessary repairs, alterations and replacements thereto
(collectively, "Repairs"), all of which shall immediately become the property of
Lessor and subject to this Lease. Lessee shall comply with manufacturer
instructions relating to the Equipment, and any applicable laws and governmental
regulations. (c) Lessee shall pay all costs and expenses associated with removal
and return of the Equipment.
5.2 IDENTIFICATION AND INSPECTION. Upon request by Lessor, Lessee shall
xxxx each Unit conspicuously with appropriate labels or tags furnished by Lessor
and maintain such markings through the Term to clearly disclose that said Unit
is being leased from Lessor. Subject to Lessee's reasonable security
requirements, Lessee shall permit Lessor's representatives to enter the Premises
(at reasonable times after reasonable notice) where any Unit is located to
inspect such Unit.
6. LOCATION: LIENS AND ENCUMBRANCES.
6.1 PERSONAL PROPERTY. Each Unit is personal property and Lessee shall
not permanently affix any Unit to realty so as to chance its nature to a fixture
or real property and agrees that each Unit shall remain personal property during
tile Term. LESSOR EXPRESSLY RETAINS OWNERSHIP AND TITLE TO THE EQUIPMENT, AS
ALLOWED BY LAW. LESSEE HEREBY AGREES THAT IT SHALL BE RESPONSIBLE FOR ALL OF
LESSOR'S OBLIGATIONS AS REQUIRED BY THE STATE GAMING LAWS AND REGULATIONS
REGARDING MAINTENANCE, USE, POSSESSION AND OPERATION OF THE EQUIPMENT. Lessee
hereby authorizes, empowers, and grants a limited power of attorney to Lessor to
record and/or execute and file, on Lessee's behalf, any certificates,
memorandums, statements, refiling, and continuations thereof as Lessor deems
reasonably necessary or advisable to preserve and protect its interest
hereunder. This Lease shall be construed or interpreted to create or imply the
existence of a finance lease or installment lease contract. Lessor makes no
representation regarding the treatment of this Lease, the Equipment or the
payment of obligations under this Lease for financial statement reporting or tax
purposes.
6.2 LIENS AND ENCUMBRANCES. Unless otherwise provided herein, Lessee
shall not directly or indirectly create, incur or suffer a mortgage, claim,
lien, charge, encumbrance or the legal process of a creditor of Lessee of any
kind upon or against this Lease or any Unit. Lessee shall at all times protect
and defend, at its own cost and expense, the title of Lessor from and against
such mortgages, claims,
3
liens, charges, encumbrances and legal processes of creditors of Lessee and
shall keep all the Equipment free and clear from all such claims, liens and
legal processes. If any such lien or encumbrance is incurred, Lessee shall
immediately notify Lessor and shall take all actions required by Lessor to
remove the same.
7. RETURN OF EQUIPMENT.
7.1 DUTY OF RETURN. At the expiration of the Term or upon termination of
the Lease, Lessee at its expense shall return (or purchase) each Unit to Lessor
or its designee at the destination specified by Lessor, in accordance with
appropriate gaming laws and regulations. Each Unit shall conform to all of the
manufacturer's specifications and gaming laws and regulations with respect to
normal function, capability, design and condition (less normal wear and tear).
7.2 FAILURE TO RETURN. If Lessee fails to return the Equipment or any
portion thereof, as provided above, within fourteen (14) business days following
expiration of the term or termination of the Lease, then Lessee shall pay to
Lessor an additional month's Rent for each month, or any portion thereof, that
Lessee fails to comply with the terms of this return provision, until all of the
Equipment is returned, as provided herein.
8. RISK OF LOSS: INSURANCE.
8.1 RISK OF LOSS. Lessee shall bear the risk of all loss or damage to
any Unit or caused by any Unit during the period from the time the Unit is
shipped by its vendor until the time it is returned as provided herein.
8.2 UNIT REPLACEMENT. If any Unit is lost, stolen, destroyed, seized by
governmental action or, in Lessee's opinion or Lessor's opinion, damaged ("Event
of Loss"), this Lease shall remain in full force and effect without abatement of
Rent and Lessee shall promptly replace such Unit at its sole expense with a Unit
of equivalent value and utility, and similar kind and in substantially the same
condition as the replaced Unit immediately prior to the Event of Loss. Title to
such replacement unit immediately shall vest and remain in Lessor, and such unit
shall be deemed a Unit under this Lease. Upon such vesting of title and provided
Lessee is not in default under this Lease, Lessor shall cause to be paid to
Lessee or the vendor of the replacement unit any insurance proceeds actually
received by Lessor for the replacement Unit. Lessee shall promptly notify Lessor
of any Event of Loss and shall provide Lessor with and shall enter into, execute
and deliver such documentation as Lessor shall reasonably request with respect
to the replacement of any such Unit.
8.3 INSURANCE. Lessee shall obtain and maintain in full force and effect
all risk, full replacement cost property damage insurance on the Premises: (i)
comprehensive personal liability, and (ii) all risk property damage on the
Equipment in amounts reasonably acceptable to Lessor. Such insurance shall: (i)
name Lessor and its Assignees, if any, as additional insureds and first loss
payees as their interests may appear; and (ii) provide that the policy may not
be canceled or materially altered without thirty (30) days prior written notice
to Lessor and its Assignees. All such insurance shall be placed with companies
having a rating of at least A, Class XII or better by Best's rating service.
Lessee shall furnish to Lessor, upon reasonable request and throughout the Tenn,
insurance certificates of a kind reasonably satisfactory to Lessor and its
Assignees showing, the existence of the insurance required hereunder and premium
paid.
9. LESSOR'S PURCHASE AND PERFORMANCE. Upon receipt of a Lease Schedule
executed and delivered by Lessee, Lessee shall bear all responsibilities and
perform all obligations of Lessor
4
thereunder other than payment of the purchase price.
10. TAXES.
10.1 TAXES. Lessee agrees to report, file, pay promptly when due to tile
appropriate taxing authority and indemnify, defend, and hold Lessor harmless
from and against any and all applicable taxes (including gross receipts),
assessments, license fees and other federal, state or local governmental charges
of any kind or nature, to-,ether with any penalties, interest or fines related
thereto (collectively, "Taxes") that pertain to the Equipment, its purchase, or
this Lease, except such Taxes based solely upon the net income of Lessor.
10.2 LESSOR'S FILING OF TAXES. Notwithstanding the foregoing, Lessor at
its election after giving notice to Lessee, may report and file sales and/or use
taxes which are filed and paid periodically through the Term, and the amounts so
due may be invoiced to Lessee and payable as specified therein as Additional
Rent.
11. INDEMNIFICATION. Except for the negligence and/or willful misconduct of
Lessor, its employees or agents and assigns, Lessee hereby assumes liability for
and agrees to indemnify, defend, protect, save and hold harmless the Lessor, its
agents, employees, directors and assignees from and against any and all losses,
damages, injuries, claims, penalties, demands and all expenses, legal or
otherwise (including reasonable attorneys' fees) of whatever kind and nature
arising from the purchase, ownership, use, condition, operation or maintenance
of the Equipment, until the Equipment is returned to Lessor. Any claim, defense,
setoff, or other right of Lessee against any such indemnified party shall not in
any way affect, limit, or diminish Lessee's indemnity obligations hereunder.
Lessee shall notify Lessor promptly as to any claim, suit, action, damage, or
injury (arising while the Equipment is in Lessee's possession) related to the
Equipment which if adversely determined could reasonably be expected to result
in liability to Lessee of $1,000,000 or more of which Lessee has actual or other
notice and shall, at its own cost and expense, defend any and all suits which
may be brought against Lessor, shall satisfy, pay and discharge any and all
judgments and fines that may be recovered against Lessor in any such action or
actions, provided, however, that Lessor shall give Lessee written notice of any
such claim or demand. Lessee agrees that its obligations under this Section 11
shall survive the expiration or termination of this Lease.
12. REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants to Lessor
that: i) the making of this Lease and any Lease Schedule executed by Lessee is
duly authorized on the part of Lessee and that upon due execution thereof by
Lessee and Lessor they shall constitute valid obligations binding upon, and
enforceable against, Lessee in accordance with their terms; ii) neither the
making of this Lease or such Lease Schedule, nor the due performance by Lessee,
including the commitment and payment of the Rent, shall result in any breach of,
or constitute a default tinder, or violation of, Lessee's articles of
incorporation, by-laws, or any agreement to which Lessee is a party or by which
Lessee is bound; iii) no approval or consent not already obtained or withholding
of objection is required from any governmental authority with respect to the
entering into, or performance of this Lease or any Lease Schedule by Lessee; and
iv) Lessee has obtained or will obtain all licenses and permits required by
applicable laws or regulations (the "Gaming Laws") for the operation of its
business prior to the commencement of gaming, on the Premises.
13. DISCLAIMERS AND MANUFACTURERS WARRANTIES.
13.1 DISCLAIMERS. LESSEE ACKNOWLEDGES THAT EACH UNIT IS OF THE DESIGN,
CAPACITY AND MANUFACTURE SPECIFIED FOR AND BY THE LESSEE AND
5
THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR LESSEE'S PURPOSES. LESSEE
AGREES, REGARDLESS OF CAUSE, NOT TO ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR
FOR LOSS OF ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES. LESSOR EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE EQUIPMENT WHETHER EXPRESSED
OR IMPLIED. Without limiting, the generality of the foregoing it is intended by
the Lessor and Lessee to exclude any and all implied warranties of
merchantability and fitness for particular purposes. NO SALESMAN OR AGENT OF
LESSOR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS LEASE OR MAKE ANY
REPRESENTATION REGARDING THE EQUIPMENT.
13.2 MANUFACTURERS WARRANTIES. LESSEE IS ENTITLED TO THE PROMISES AND
WARRANTIES, INCLUDING THOSE OF ANY MANUFACTURER AND THIRD PARTY, PROVIDED TO
LESSOR BY THE SELLER IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH
LESSOR ACQUIRED THE EQUIPMENT. LESSEE MAY COMMUNICATE WITH SUCH SELLER AND
RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE RIGHTS, PROMISES AND
WARRANTIES, INCLUDING ANY REMEDIES.
14. ASSIGNMENT OF LEASE.
14.1 ASSIGNMENT BY LESSOR. Lessee acknowledges and agrees that Lessor may
assign, mortgage, or otherwise transfer its interest thereunder including the
grant of a security interest in the Equipment to others ("Assignees") without
consent of Lessee, provided however that the Indiana Gamin-Commission
("Commission") shall be notified of and consent to any assignment. Accordingly,
Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge
such assignment in writing by executing a Notice, Consent and Acknowledgment of
Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the
designated Assignees, notwithstanding any defense, setoff, abatement,
recoupment, reduction or counterclaim whatsoever that Lessee may have against
Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be
amended or the terms thereof waived without the prior written consent of the
Assignees; (iv) shall not require the Assignees to perform any obligations of
Lessor under such Lease Schedule; (v) shall not terminate or attempt to
terminate the Lease or Lease Schedule on account of any default by Lessor; and
(vi) acknowledges that any Assignee may reassign its rights and interest with
the same force and effect as the assignment described herein.
14.2 ASSIGNMENT OR SUBLEASE BY LESSEE. Lessee shall not assign this Lease
or any Lease Schedule or assign its rights in or sublet the Equipment, or any
interest therein without Lessor's and its Assignee's prior written consent,
which consent shall not be unreasonably withheld.
15. FINANCIAL INFORMATION; FURTHER ASSURANCES.
15.1 FINANCIAL INFORMATION. Throughout the Term, Lessee shall deliver to
Lessor copies of unaudited quarterly and audited annual financial statements of
Lessee which will reflect the financial condition and operations of Lessee as
well as such other information regarding Lessee reasonably requested by Lessor
or its Assignees.
15.2 FURTHER ASSURANCES. Lessee shall execute and deliver to Lessor, such
other documents, and take such further action as Lessor may reasonably request,
in order to effectively carry out the intent and purposes of this Lease and the
Lease Schedules. All documentation shall be in a form reasonably acceptable to
Lessor and its Assignees. Lessee and/or Lessor shall provide all necessary
notices to the Commission as required.
6
15.3 LEASE AGREEMENT. The parties agree that this Lease shall constitute
a security agreement within the meaning of the Uniform Commercial Code and that
tile Lessor shall be considered a secured party under the provisions thereof and
shall be entitled to all the rights and remedies of a secured party and Lessee,
as debtor, grants to Lessor, as secured party, a security interest in the
Equipment.
16. DEFAULT BY LESSEE; REMEDIES.
16.1 DEFAULT BY LESSEE. Lessee shall be in default upon the occurrence of
any one of the following events ("Event of Default"): (a) failure to pay Rent
when due and such failure continues for 10 days; (b) failure to perform any
other term, condition or covenant of this Lease or any Lease Schedule and is not
remedied within 30 days after receipt of notice from Lessor; (c) Lessee ceases
or is enjoined, restrained or in any way prevented from conducting business as a
going concern; (d) if any proceeding is filed by or against the Lessee for an
assignment for the benefit of creditors, a voluntary or involuntary petition in
bankruptcy, or if Lessee is adjudicated a bankrupt or an insolvent; (e) Lessee
attempts to remove, sell, transfer, encumber, part with possession or sublet the
Equipment or any Unit thereof without the consent of Lessor; (f) any Unit is
attached, levied upon, encumbered, pledged, or seized under any judicial process
and not vacated or stayed within 60 days; (g) any warranty or representation
made or furnished to the Lessor by or on behalf of the Lessee is false in any
material respect when made or furnished; (h) failure to maintain in full force
and effect the licenses and permits required under the Gaming Laws for the
operation of Lessee's business; (i) failure to comply with all applicable
material gaming regulations; (j) if a material default occurs under any
mortgage, indenture, or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness of Lessee for money borrowed,
whether such indebtedness now exists or shall be created hereafter, which event
of default is not cured within thirty (30) days, or in the event of a
non-monetary default, within such reasonable period of time as may be agreed
upon by the parties hereto; or (k) any change in control of the Lessee or its
business.
16.2 LESSOR REMEDIES. Lessee and Lessor acknowledges that the enforcement
of this Lease requires approval of the Commission and that copies of all Default
Notices, legal proceedings, etc. will be forwarded to the appropriate agency as
required by state law, regulation or upon request of the Commission. Lessee
further acknowledges that upon any Event of Default, and at any time thereafter,
Lessor may, in addition to any and all rights and remedies it may have at law or
in equity, without notice to or demand upon Lessee at its sole option: (i)
declare the aggregate Rent then accrued and unpaid together with the balance of
any Rent to be immediately due and payable; (ii) proceed by appropriate court
action or other proceeding, either at law or in equity to enforce performance by
Lessee of any and all covenants of this Lease; (iii) after 10 days' written
notice to Lessee, terminate any of Lessee's rights under this Lease or Schedule
in which event Lessee shall immediately surrender and return the Equipment to
Lessor pursuant to the provisions hereof, and (iv) subject to appropriate Gaming
Laws, rules, laws and regulations, and required approvals, take possession, sell
and/or re-lease any Unit as Lessor may desire, in its sole discretion. Lessor's
rights and remedies herein are cumulative and in addition to any rights or
remedies available at law or in equity including the Uniform Commercial Code,
and may be exercised concurrently or separately. Lessee shall pay all reasonable
costs, expenses, losses, damages and legal costs (including reasonable
attorneys' fees) incurred by Lessor and its Assignees as a result of enforcing
any terms or conditions of the Lease or any Schedules. A termination hereunder
shall occur only upon written notice by Lessor to Lessee and no repossession or
other act by Lessor after default shall relieve Lessee from any of its
obligations to Lessor hereunder unless Lessor so notifies Lessee in writing.
17. MISCELLANEOUS.
7
17.1 NOTICES. Except as otherwise required by law, all notices required
herein shall be in writing and sent by prepaid certified mail or by courier,
addressed to the party at the address of the party specified herein or such
other address designated in writing. Notice shall be effective upon its receipt.
17.2 SURVIVAL OF INDEMNITIES. All indemnities of Lessee shall survive and
continue in full force and effect for events occurring prior to the return of
the Equipment to the Lessor, notwithstanding the expiration or termination of
the Term.
17.3 COUNTERPARTS. Each Lease and any Lease Schedule may be executed in
counterparts.
17.4 MULTIPLE LESSEES. If more than one Lessee is named in this Lease or
a Lease Schedule the liability of each shall be joint and several.
17.5 TITLES. Section titles are not intended to have legal effect or
limit or otherwise affect the interpretation of this Lease or any Lease
Schedule.
17.6 WAIVER. No delay or omission in the exercise of any right or remedy
herein provided or otherwise available to Lessor, or prior course of conduct,
shall impair or diminish Lessor's rights to exercise the same or any other right
of Lessor; nor shall any obligation of Lessee hereunder be deemed waived. The
acceptance of rent by Lessor after it s due shall not be deemed to be a waiver
of any breach by Lessee of its obligations under this Lease or any Lease
Schedule.
17.7 SUCCESSORS. This Lease and each Lease Schedule shall inure to the
benefit of and be binding upon Lessor and Lessee and their respective successors
in interest.
17.8 NOT AN OFFER. Neither this Lease nor any Lease Schedule shall be
deemed to constitute an offer or be binding upon Lessor until executed by
Lessor's authorized officer.
17.9 SEVERABILITY. If any provisions of this Lease or any Lease Schedule
shall be held to be invalid or unenforceable, the validity and enforceability of
the remaining provision thereof shall not be affected or impaired in any way.
17.10 MODIFICATION. Lessor and Lessee agree that any modifications to
this Lease or any Lease Schedule shall be in writing and shall be signed by both
parties and their last known assignees, if any.
17.11 LEASE IRREVOCABLE. This Lease is irrevocable for the full Term
hereof and the Rent shall not xxxxx by reason of termination of Lessee's right
of possession and/or the taking of possession by the Lessor or for any other
reason.
17.12 GOVERNING LAW. This Lease and each Lease Schedule are entered into
under and shall be construed in accordance with, and governed by the laws of the
State of Indiana.
17.13 RIDERS. In the event that any riders are attached hereto and made a
part hereof and if there is a conflict between the terms and provisions of any
rider, including any Lease Schedule and the terms and provisions herein, the
terms and provisions of the rider or Lease Schedule shall control to the extent
of such conflict.
17.14 ENTIRE AGREEMENT. LESSEE REPRESENTS THAT IT HAS READ, RECEIVED,
RETAINED A COPY OF AND UNDERSTANDS THIS LEASE, AND AGREES TO BE BOUND BY
8
ITS TERMS AND CONDITIONS. LESSOR AND LESSEE AGREE THAT THIS LEASE, ALL RIDERS,
LEASE SCHEDULES, OR EXHIBITS HERETO, AND THE LEASE SCHEDULES SHALL CONSTITUTE
THE ENTIRE AGREEMENT AND SUPERSEDE ALL PROPOSALS, ORAL OR WRITTEN, ALL PRIOR
NEGOTIATIONS AND ALL OTHER COMMUNICATIONS BETWEEN LESSOR AND LESSEE WITH RESPECT
TO ANY UNIT.
18. COMMISSION.
18.1 COMMISSION. In accordance with 68.IAC 1-4-1(d), the Commission may
subsequently disapprove and cancel this Agreement. In the event of any such
cancellation, all amounts and obligations due to Lessor hereunder shall become
immediately due and payable.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly
executed on the date set forth by their authorized representatives.
LESSEE: LESSOR:
THE MAJESTIC STAR CASINO, LLC, PDS FINANCIAL CORPORATION,
an Indiana limited liability company a Minnesota corporation
By: _____________________________ By: ___________________________
Its: _____________________________ Its: ___________________________
