Exhibit 10.6
LEASE CONTRACT
Lease Contract entered into by and between INDUSTRIAS DE AMERICA, S.A. DE
C.V., a Mexican corporation having its principal offices in the City of
Chihuahua, State of Chihuahua, Mexico, represented herein by Xxxxx Xxxxxxx Xxxxx
Xxxx, in his capacity of Attorney-in-Fact for said Corporation, hereinafter
referred to as the "LESSOR"; and SPECTRUM CONTROL DE MEXICO, S.A. DE C.V.,
represented herein by Xx. Xxxx Xxxxxxx, in his capacity attorney-in-fact of said
Corporation, hereinafter referred to as the "LESSEE", in accordance with the
following clauses:
RECITALS:
I. LESSOR, through its legal representative states:
a) That it is a Mexican corporation duly incorporated pursuant to the
General Law of Mercantile Corporations, with its principal place of
business in Chihuahua, Chihuahua, Mexico.
b) LESSOR acquired the Land (as defined hereafter) pursuant to Public
Instrument number 15,942 granted before Mr. Xxxxxxx Xxxxxx Xxxxx,
Notary Public Number 4 for the Bravos District on July 14,1998 and
duly recorded under entry number 46, page 50, Book 2,620 Section I of
the Public Registry of Ciudad Xxxxxx, Chihuahua, on February 2, 1999.
c) It will secure the corresponding construction license required in
order to complete construction of the Improvements to Leased Property
(as defined hereafter).
d) The Land (as defined hereafter) has been zoned by the competent
authorities as industrial and is adequate for the intended use by
LESSEE of the Leased Property which is the manufacturing of electronic
filters, as well as any other activities related thereto.
e) The Land is free and clean of any type of pollution or contamination.
f) Upon Beneficial Occupancy (as such term is defined hereunder), the
Leased Property will be served by the public utilities of telephone,
electricity, water, sewage and gas, and that all charges, user's fees
("derecho de fuente and/or "cuotas de cooperacion") or rights in
connection with such public utilities will be fully paid by LESSOR on
such date.
g) Upon Final Occupancy, of the Leased Property (as such term is defined
hereunder) the Land will be free from liens or restrictions, which may
impede or affect the use of the Leased Property by LESSEE.
h) Upon the Final Occupancy of the Leased Property (as such term is
defined
hereunder), all parts, heating, ventilation and air conditioning
systems, equipment, utilities and fixtures associated with the Leased
Property will be in good working condition, and that the roof and
foundation will be watertight.
i) It desires to lease the Leased Property to LESSEE, under the terms and
conditions hereinafter set forth.
j) That its representative has the authority required to enter into this
contract, which authority has not been limited nor revoked.
II.- LESSEE, through its legal representative states:
a) That his principal is a Mexican corporation duly incorporated pursuant
to the General Law of Mercantile Corporations, with its principal
place of business in Ciudad Xxxxxx, Chihuahua, Mexico.
b) That his principal desires to have through lease, the temporary use
and possession of the Leased Property, subject to the terms and
conditions contained herein.
c) That its representative has the authority required to enter into this
contract, which authority have not been limited nor revoked.
III.- THE PARTIES, THROUGH THEIR LEGAL REPRESENTATIVES, STATE:
That in the execution of this Contract there has been no error, bad faith
nor duress amongst them.
In consideration of the above recitals, the parties agree on the
following:
CLAUSES:
FIRST -- THE LEASED PROPERTY:
Under the terms of this Lease Contract, the LESSOR hereby delivers in
lease to the LESSEE, the temporary use, enjoyment and possession of a certain
plot of land (the "Land") and the building for industrial use constructed
thereon (the "Building"), situated at Xxxxxxxxx Xxxxxxxx 0000, in the City of
Xxxxxx, State of Chihuahua, Mexico. Said Land consists of a surface area of
approximately 11,444.63 square meters (equivalent to approximately 123,189
square feet). Building contains a total area of approximately 4,269.13 square
meters (equivalent to approximately 45,931 square feet). The Land and the
Building are herein jointly referred to as the "Leased Property" and are shown
on the plan that is attached to this Lease Contract as Exhibit "A".
-2-
SECOND -- OWNERSHIP OF THE LEASED PROPERTY:
LESSOR has the clear and unrestricted ownership and control of the Leased
Property, and the LESSEE shall have the quiet enjoyment of it. LESSOR and
LESSEE agree that as provided by Article 2308 of the Civil Code of the State of
Chihuahua, this Lease Contract shall survive any future transfer of the Leased
Property or foreclosure of any lien or mortgage on the Leased Property and that
any default by LESSOR in payment of any such lien or mortgage shall in no way
prejudice the terms of this Lease Contract; or otherwise affect LESSEE's rights
under this Lease Contract; and that any mortgage on the Leased Property shall
contain a provision acknowledging the existence and duration of this Lease
Contract and the agreement by the Lender or holder of such mortgage not to
disturb LESSEE's peaceful and quiet possession and enjoyment of the Leased
Property or the rights of LESSEE under this Lease Contract. LESSOR represents
that now and when Final Occupancy is delivered to LESSEE, the Leased Property is
and will not be in violation of any Federal, State or Municipal Laws that are
applicable to the Leased Property in accordance with this Lease Contract and to
LESSOR.
THIRD -- DELIVERY OF THE LEASED PROPERTY:
The LESSOR will deliver the Leased Property to LESSEE, for beneficial
occupancy (the "Beneficial Occupancy") upon execution of this Lease Contract
(hereinafter the "Effective Date"). The obligation of LESSEE for payments of
insurance, utilities, and the maintenance under this Lease Contract will
commence on the Effective Date. Upon execution hereof LESSOR will commence the
construction of the Improvements to the Leased Property listed in Exhibit "B".
The cost of the Improvements to Leased Property will be at LESSOR's sole cost
and expense and the final occupancy (the "Final Occupancy") will be upon
completion and delivery of the Improvements to the Leased property, as of such
date, LESSEE shall pay Lease Rent and property tax in accordance with Clause
Sixth and Eight hereof.
The Final Occupancy will occur at the completion of the Improvements to the
Leased Property. The Improvements to the Leased Property shall be completed in
a period not to exceed 90 calendar days from the Effective Date hereof or
earlier than that date. As of such date, LESSEE shall begin to pay the Lease
Rent in accordance to clause Sixth hereof.
If Final Occupancy does not occur within the term established for herein,
LESSOR must provide to LESSEE two (2) days free of Lease Rent corresponding to
such Section, for every day that goes beyond the term provided for the
Beneficial Occupancy of such section only if such delay is for any reason
imputable to LESSOR.
After Final Occupancy, there may be some pending work (the "Punch List
Item(s)"). Any pending work may be minor such as cosmetic or adjustment items
in nature that shall not interfere with any operation of the Leased Property,
otherwise should not be considered as a Punch List Item and Final Occupancy will
not occur. The completion of the Punch List Items
-3-
will be started immediately and must be completed within thirty (30) days after
the Final Occupancy.
FOURTH -- USE OF THE LEASED PROPERTY:
The LESSEE shall use the Leased Property only for light and clean
industrial operations. Under no conditions whatsoever will the LESSEE be
permitted to use the Leased Property for chemical, nuclear and heavy industrial
operations. The Land has been zoned by the competent authorities as industrial
and is adequate for the intended use by LESSEE of the Leased Property, which is
the manufacturing of electronic filters, as well as any other activities related
thereto.
FIFTH -- ASSIGNMENT AND SUBLETTING:
The LESSEE shall be permitted to sublease the Leased Property only with the
express written authorization of LESSOR, which authorization shall not be
unreasonably withheld. If a sublease or an assignment takes place, the Guaranty
(as defined in Clause Eighteenth hereof) executed and delivered in favor of
LESSOR from Spectrum Control, Inc. will remain in full force and effect during
the term of this Lease Contract and any extensions hereof.
SIXTH -- LEASE RENT:
-------------------
A. The lease rent (the "Lease Rent") that LESSEE shall pay for the Leased
Property commencing on the date of Final Occupancy (as such term is defined on
Clause Third hereof) will be the amount of US$22,965.50 per month, plus de Value
added tax, payable in advance the first calendar day of each month. If the
Final Occupancy is a date other than the first day of a calendar month, the
LESSEE will pay, on the first day of the next calendar month the daily Lease
Rent for the period between the Final Occupancy and the first day of the
following calendar month, and such date shall be consider the date for
initiation of the Initial Term.
The Lease Rent will be increased yearly on every anniversary of the
initiation of the Initial Term, (subject to the provisions of the paragraph
above), by applying a two per cent (2%) increase to the Lease Rent in effect.
If LESSEE exercises its options to Extend contained in Clause Seventh hereof the
Lease Rent during the extensions will be according to the following provisions:
(i) the Lease Rent for the first extended period (the "First Extended Period")
shall be equivalent to the Lease Rent of the fifth year of the Initial Term,
(ii) the Lease Rent for the second extended period (the "Second Extended
Period") and the third extended period (the "Third Extended Period") shall be
the amount resulting of the application to the Lease Rent in effect the
percentage of change in the Consumer Price Index of the Bureau of Labor
Statistics of the United States Department of Labor for Urban Wage Earners and
Clerical Workers for Dallas/Forth Worth, Texas, All items, herein referred to as
"CPI", between the first year and the third year of the First Extended Period or
the Second Extended Period respectively.
-4-
B. LESSEE shall pay to LESSOR upon, execution hereof the sum of
US$111,864.00 (the "Lease Rent Advance Amount"). The Lease Rent Advance Amount
constitutes payment in advance of the Lease Rent of the last four and a half
months of the Initial Term, and the Lease Rent Advance will be applied in the
amount of US$12,429.30 to the payment of month fifty-six of the Initial Term and
the amount of US$24,858.60 per month to the Lease Rent of months fifty seven to
sixty of the Initial Term. In the case that the monthly Lease Rent is higher
than US$24,858.60, this sum will be credited and LESSEE will pay the difference.
C. LESSEE agrees that LESSOR may assign its rights to collect rents from
LESSEE to a Bank or another financial institution, and upon demand by such
assignee, LESSEE will make such payments directly to assignee, for which
purposes LESSEE may request the documents evidencing registration of the loan as
may correspond.
D. All payments hereunder shall be made in U.S. dollars. All payments for
Lease Rent are subject to the Value added tax and shall be made in advance upon
presentation of the corresponding invoice by the first day of each calendar
month. LESSOR'S official invoice for Lease Rent shall be in compliance with all
Mexican tax requirements.
SEVENTH -- TERM, EXTENTIONS AND OPTIONS:
---------------------------------------
A. TERM: The initial term of this Lease Contract (the "Initial Term")
----
shall be for a period of 5 (five) years beginning on the Final Occupancy as
defined in Clause Third of this Lease Contract, and subject to the provisions of
Clause Sixth paragraph A. hereof, during which the LESSEE shall have the
undisturbed use and enjoyment of the Leased Property.
B. OPTIONS TO EXTEND: LESSOR agrees that LESSEE shall have 3 (three)
options to extend this Lease Contract (the "Options to Extend"), for a period of
3 years each (the "Extensions"), in order to continue leasing under the same
terms and conditions, except for the Lease Rent for the Extensions, which is
detailed in Clause Sixth hereof.
LESSEE shall notify LESSOR in writing three months prior to the expiration
of the Initial Term (or to the expiration of the then current Extension) of its
intention not to exercise the Option to Extend. The absence of the above
mentioned notification shall be deemed that LESSEE has exercised the
corresponding Option to Extend.
C. OPTION TO EXPAND: Provided that the LESSEE is not in any default under
this Lease Contract, and for a period defined by the first twenty-four (24)
months of the Initial Term, LESSOR agrees to hold undeveloped the adjacent lot
as shown on Exhibit "A" as the "Adjacent Lot" and LESSEE will have the option to
request LESSOR, in writing, to build on the Adjacent Lot an expansion to the
existing Building (the "Option to Expand") and lease such expansion (the
"Expansion") from LESSOR. LESSOR will deliver the Expansion for final occupancy
within a period of six months from the date of the written notification by
LESSEE of
-5-
exercising the Option to Expand. The Expansion will be a construction of
approximately a minimum of 45,715 square feet and up to approximately a maximum
of 58,600 square feet. The specifications for the Expansion are contained on
Exhibit "A-1" of this Lease Contract.
Provided that the LESSEE exercises the Option to Expand, this Lease
Contract will be then reset for a period of additional five years. The final
occupancy of the expansion area by the LESSEE, as provided for in this Clause,
is the event that initiates the Reset five years Term. The Lease Rent for the
reset term shall be the amount resulting from dividing the Lease Rent then in
effect by the number of square feet for the existing Building and then
multiplying the resulting number by the total area obtained from the sum of the
square footage of the existing Building and the Expansion area, plus the
corresponding Value Added Tax, under the same terms and conditions as set for
herein.
LESSEE will have the option to extend this Lease Contract beyond the Reset
Initial Term under the same terms and conditions as set for herein. The Lease
Rent will have the same rent escalator as provided for in the Clause Sixth
hereof, and the Leased Property will include the Expansion. The Lease Rent
Advance Amount shall be applied as provided for during the original Initial
Term.
D. OPTION TO BUY: LESSEE shall have the option, exercisable during the
first renewal term (the "Period to Buy"), to buy (the "Option to Buy") for cash
the Leased Property. The Purchase price shall be an amount resulting from
applying a twelve percent (12%) capitalization rate to the Lease Rent in effect
at the date when the LESSEE exercises the Option to Buy. This Option to Buy,
shall be initiated by LESSEE notifying LESSOR in writing of its desire to
exercise the Option to Buy during the Period to Buy. LESSEE and LESSOR shall
enter into negotiations to set the purchase price and any additional terms and
closing date for the sale. LESSEE's right to exercise the Option to Buy
described herein shall be subject to the following events: (i) LESSEE is not in
default of any of its obligations under this Lease Contract, (ii) the parties
successfully negotiated the purchase price and the terms, consistent with the
obligations set forth herein (iii) LESSEE has exercised its option to Expand the
Building of the Leased Property and the Reset Initial Term has been completed.
EIGHTH -- TAXES AND UTILITIES:
LESSOR shall be liable for all taxes caused by the Leased Property, the
Lease Contract or any combination of both, with the exception of the Value Added
Tax and the Property Tax, which shall be paid by the LESSEE.
LESSOR represents that on Beneficial Occupancy all necessary utilities for
the use of the Leased Property provided for in Clause Fourth hereof, will be
available on the Leased Property (i.e. electric service of 750 KVA's, gas, 2
telephone lines, water in a capacity of 0.5 liters per second and sewer through
pipes of 8 (eight) ). Additionally within a period not to exceed six (6)
-6-
weeks, the Leased Property will have the availability of 20 digital telephone
lines, at LESSEE's request. If LESSEE requires any additional KVA's, LESSEE will
contract with the Comision Federal de Electricidad and pay for such cost. If the
Expansion takes place, LESSEE shall be responsible to pay the "Cuota de
Cooperacion" to the Comision Federal de Electricidad for the additional 750
KVA's. LESSOR also represents that upon Final Occupancy, natural gas will be
available on the Leased Property.
LESSOR represents that all the user's fees ("derecho de fuente" and "cuota
de cooperacion") have been paid in full by LESSOR. The LESSEE shall be
responsible of all utility consumption expenses. LESSEE shall also directly
contract and pay for the hook-up cost of the utilities that it may require.
LESSOR agrees to transfer the existing utility contracts to LESSEE at LESSEE's
expenses.
LESSEE or LESSOR may bring appropriate proceedings in the name of the
LESSOR, the LESSEE or both for contesting the validity of any assessment on the
Leased Property or amount of the taxes imposed thereon, or to recover payment
therefor. Each party shall cooperate with the other with respect to the
proceedings so far, as is reasonably necessary. The net amount of any taxes
recovered, after the payment of all expenses in connection therewith, shall
revert to the party incurring the expense.
NINTH -- MAINTENANCE AND ENVIRONMENTAL PROVISIONS:
Responsibility for maintenance, repair and replacement shall be governed by
the following stipulations:
1. LESSOR shall at all times during the Lease term, maintain and repair,
at its own cost and expense, the foundation of the Building, the structure of
the exterior, structure of the floors (excluding sealing), structure of the
roofs, as well as supporting members.
2. It is the responsibility of LESSEE to maintain and repair, at its own
cost and expense during the Lease Term, the interior and exterior of the
Building including interior and exterior paint, air conditioning and heating,
all roofing and flashing, including insulation and leak proof membrane, and such
landscaping as may be presently on the land. The roof has a ten-year guaranty
from the manufacturer and LESSEE will responsible for its periodic maintenance.
LESSOR hereby assigns in favor of the LESSEE the above referred roof guaranty.
3. LESSOR represents, warrants and guarantees that the Leased Property is
for industrial purposes and is currently free of any spill, accident of
ecological nature or final disposal, handling or recycling of any substance,
material or waste, including those that are deemed hazardous or dangerous under
the terms of the General Law of Ecological Equilibrium and Environmental
Protection, its Regulations or the Applicable Mexican Official Standards. LESSOR
previously to the execution of this Lease Contract has delivered to LESSEE an
environmental study, Phase I, (the "Environmental Study"), performed by a
reputable company,
-7-
showing that the Leased Property is free and clean of any contamination of any
form.
LESSEE warrants and guarantees that during the term of this Lease and if
extended or reset the Leased Property will be maintained and LESSEE's operation
will be conducted in accordance with the environmental and any other laws of
Mexico applicable to said Building and operations.
During the period of performance of this Lease Contract, LESSEE shall
provide to LESSOR, every two years with sufficient evidence, that the Leased
Property is free and clean of any contamination or hazardous substances in any
form, and if any contamination is found resulting from LESSEE's operation,
LESSEE shall be obligated to make all the remedies and clean up at LESSEE's own
expense. LESSEE agrees to provide to LESSOR, at the termination of this Lease
Contract, with the corresponding STUDY OF ABANDONO DE SITIO, performed by a
reputable company, LESSEE agrees to comply with all the actions to be taken
contained is such STUDY OF ABANDONO DE SITIO, if any.
It is responsibility of LESSEE to inform the corresponding environmental
authorities, at the termination of this Lease Contract the cessation of
activities in the Leased Property as provided for in the regulation of
Environmental Impact.
TENTH -- ALTERATIONS:
LESSEE may not change the basic structure, the external appearance or basic
utility services, nor make any major work alterations, without the express
written authorization of LESSOR, which authorization shall not be unreasonably
withheld. LESSEE is hereby authorized to make minor alterations or
modifications to the Leased Property, at its own risk and expense, so long as
said alterations and modifications do not alter or impair the structure of the
Building or the basic nature thereof.
All fixtures and/or equipment of whatsoever nature ("Trade Fixtures") as
shall have been installed in the Leased Property by LESSEE, not permanently
affixed thereto, shall continue to be the property of LESSEE, and shall be
removed by LESSEE at the expiration or termination of this Lease Contract,
unless the LESSEE receives the written consent of LESSOR, in advance, in each
specific case, that such Trade Fixtures may remain on said property upon
expiration of the Lease Contract.
LESSEE shall at its own cost and expense repair any injury to the Leased
Property resulting from the removal of said Trade Fixtures and shall deliver the
Leased Property to the LESSOR in reasonable good condition of order,
presentation and cleanliness, reasonable wear and tear excepted.
Any construction, alteration or addition to the Building made by the
LESSEE, as well as
-8-
any fixtures and/or equipment of whatsoever nature as shall have been
permanently installed in the Leased Property by the LESSEE, will be to the
benefit of the Leased Property and will remain there on termination of the Lease
Contract at no cost to LESSOR.
ELEVENTH -- LIABILITIES OF THE PARTIES:
In conformance with applicable law, LESSOR guarantees to LESSEE the use and
peaceful enjoyment of the Leased Property during the full term of the Lease
Contract, and the LESSEE covenants and agrees to use the Leased Property only
for the purposes herein stipulated and in accordance with nature and intended
usage of the Leased Property. The liabilities of the LESSOR and of the LESSEE,
in each case, shall be ruled by the following stipulations:
1. The LESSOR or the LESSEE, respectively, shall be liable for damages to
the Leased Property caused by their own fault or negligence, or that of their
agents, employees or visitors, except for losses commonly insurable by fire
insurance with extended coverage endorsement.
2. In the event that the LESSEE shall be prevented by any cause non
attributable to the LESSEE, whether partially or completely from the use of the
Building or any part of the Leased Property, the rent shall be reduced
proportionally to the part which use is prevented. But if the LESSEE is
prevented from using the Building which is part of the Leased Property in its
entirety, or to such an extent that the LESSEE may not use it for the purposes
hereby stated, then no rent shall be paid during the time that the building is
not usable.
3. In the event of partial impediment of use in accordance with paragraph
2 of this Clause, the parties shall agree on the proportion in which the rent
shall be reduced and if they should not agree, each party shall designate an
expert. If both experts disagree, the experts will designate a third expert.
This process shall not exceed a term of thirty (30) days as of the date of the
impediment. The resolution of the majority of the experts shall be final and
binding on the parties or if the parties agree in designating only one expert,
its decision shall be final and binding on the parties.
4. Without limiting the above provisions, in the event that LESSEE may be
prevented from using more than 60% (sixty percent) of the Building space by any
cause not attributable to the LESSEE, then LESSEE shall have the option to: (i)
terminate this Contract without any cost or responsibility, upon written notice
to LESSOR; or (ii) have the LESSOR restoring the Building to put it in proper
conditions within seventy (70) days, for the LESSEE to use it for the purposes
agreed on this Agreement.
5. If the impediment to use the Leased Property is due to fault or
negligence of the LESSEE, or its agents, employees or visitors, the LESSEE shall
continue to pay the rent as if it were using the Building, unless this loss is
covered by rent insurance or any other insurance.
-9-
6. Notwithstanding anything in contrary to the terms contained herein, in
the event that any damage or destruction to the Leased Property: (i) results in
a material negative impact to LESSEE's business operations; (ii) is not due to
fault of LESSEE; and (iii) is either not repaired, or it is evident to LESSEE,
in its reasonable judgment, that it will not be repaired within 3 (three) months
of its occurrence, LESSEE shall have the option to terminate this Lease,
providing a written notice to LESSOR with thirty (30) days in advance to the
date of termination.
TWELFTH -- INSURANCE:
During the Initial Term and the Extensions hereof, LESSOR shall contract
the following insurance policies ("Insurance Policies") and LESSEE shall
reimburse LESSOR annually for the cost of the Insurance Policies provided
however that this cost will not exceed the amount of US$1,600.00 per year. In
the event that LESSEE leases the Expansion, said amount for Insurance Policies
will not exceed US$3,500.00 per year:
A. The premium of a fire insurance policy on the Leased Property
(including the Building and improvements thereof) with extended coverage,
including insurance against any loss or damage by fire and against any loss or
damage by lightning, explosion, hurricane and hail, airplanes, vehicles and
smoke, earthquake and/or volcanic eruption, strikes, riots and vandalism and any
other risks now or hereafter embraced by so called "Extended Coverage"
(including glass and gas tank insurance) in amounts sufficient to prevent LESSOR
or LESSEE from becoming a co-insurer under the terms of the applicable policies,
but in any event in an amount not less than one hundred percent of the then
"full insurable value" (replacement value indicated in US$) of the Building and
improvements which exist on the Leased Property. For the purpose of this clause,
replacement value shall be deemed to be the cost of replacing the Building less
the cost of excavations, foundations, and footings and without any deductions
for physical depreciation of the Building. Such "full insurable value" shall be
determined from time to time, but not more frequently than once in every twelve
months, by mutual agreement of the parties. If the parties cannot reach an
agreement with respect to such determination on replacement value, LESSEE at its
expense may determine replacement value by hiring a licensed appraiser and
certified by a Mexican credit institution authorized for that purpose.
B. General public liability insurance, covering claims, demands and
actions for injury or death of any person, in an amount not less than
$500,000.00 currency of the United States of America; and for accidental injury
or death of more than one person from any one accident, and for any liability
arising from damages to property of third parties, with a limit of $100,000.00
currency of the United States of America to cover all claims, demands, and
actions arising from, related to, or connected with the use by LESSEE of the
Leased Property. LESSOR shall be named as additional insured under this policy.
C. Insurance against loss or damage by boiler (or compressor) malfunction
or by internal explosion by boiler (compressor), for any high pressure vessel
installed in the Building
-10-
which is part of the Leased Property, in such amounts as LESSOR, from time to
time, reasonably requires; and
D. Rental interruption insurance, covering risk of loss of rentals due to
occurrence of any hazard set forth in this clause in an amount required to pay
the rent, taxes and insurance premiums then required hereunder for a twelve-
month period.
LESSOR hereby waives its right of recovery against LESSEE for damages
caused by fire, explosion and other casualty to any of the Leased Property to
the extent that LESSOR makes recovery under insurance policies in effect at the
time of loss. LESSEE hereby likewise waives its right of recovery against
LESSOR for damages caused by fire, explosion and other casualty to the Leased
Property if is covered by insurance policies in effect at the time of loss.
This provision does not extend, and the waiver does not apply, to any damages
suffered by either party hereto which are not covered by the insurance policies
above mentioned, or which are under the deductible thereof.
The LESSOR and the LESSEE agree to use good faith efforts to have any and
all fire extended insurance coverage, or any other material damage insurance,
endorsed with a subrogation clause substantially as follows: "This insurance
shall not be invalidated should the insured waive in writing, prior to a loss,
any or all right of recovery against any party for loss occurring to the
property described herein."
All insurance provided for in this Clause shall be effected under valid and
enforceable policies issued by insurers which are authorized to do business in
Mexico, copies of which shall be provided to LESSEE.
All policies of insurance herein provided for shall, to the extent that
LESSOR shall request, contains standard mortgage clauses in favor of the holders
of mortgages on the Leased Property.
In case of casualty to the Leased Property resulting in damage or
destruction to the Building, LESSEE shall promptly telephone the LESSOR within
24 hours after the casualty occurred and give written notice thereof to LESSOR.
Adjustment proceedings shall be started immediately by LESSEE and/or LESSOR.
All insurance money paid on account of such damage or destruction, less the
actual cost, fees and expenses, if any, incurred in connection with adjustment
of the loss, shall be made available to the LESSOR or the LESSEE, as their
respective interests appear under this Lease Contract, for the purpose of
restoring, replacing, rebuilding or altering the Building as nearly as possible
to its value, condition and character immediately prior to such damage or
destruction.
All insurance to be maintained pursuant to this Lease Contract shall be
arranged through
-11-
a reputable insurance company.
THIRTEENTH -- SURRENDER:
LESSEE shall, on the last day of the term of this Lease or upon earlier
termination, surrender and deliver the Leased Property into the possession and
use of the LESSOR without delay, in good order, condition and repair, except for
normal wear and tear due to normal use and the passage of time, and except for
damage by fire or other casualty. All signs, inscriptions, canopies and
installations of like nature made by LESSEE shall be removed at or prior to the
expiration of the term of this Lease.
All furniture and Trade Fixtures installed by LESSEE shall remain the
property of the LESSEE and shall be removed by LESSEE at any time during or at
the end of the term.
Any personal property which shall remain in the Leased Property fifteen
(15) days after the termination of the Lease may, at the option of LESSOR, be
deemed to have been abandoned and either may be retained by LESSOR as its
property or be disposed of, without liability, in such manner as LESSOR may see
fit.
FOURTEENTH -- HOLDOVER:
In the event this Lease Contract is not duly extended prior to the
termination date, the LESSEE shall at the termination of the Lease by lapse of
time or otherwise, yield up immediate possession to LESSOR, and failing to do
so, the LESSEE will pay as rent for the whole time such possession is withheld a
sum equal to twice the daily rental payment by LESSEE as computed on the last
day of the Initial or Extended Term hereof, however the provisions of this
clause shall not be deemed to be a waiver by LESSOR of any right of reentry as
herein set forth; nor shall the receipt of said payment or any part thereof,
operate as waiver of the right of LESSOR to recover the Leased Property. Until
possession of the Leased Property is yield up to LESSOR, THE LESSEE will be
obligated to comply will all the terms and obligations of this Lease Contract.
FIFTEENTH -- RIGHT TO PERFORM OTHER PARTY'S COVENANTS:
1. If LESSEE shall at any time fail to perform any one or more of its
agreements made in this Lease Contract, LESSOR, after ten (10) days written
notice to LESSEE (or without notice in the case of an emergency) and without
waiving or releasing LESSEE from any obligation of LESSEE contained in this
Lease Contract, may but shall be under no obligation to perform any act on
LESSEE's part to be performed as provided in this Lease Contract, and may enter
upon the Leased Property for that purpose and take all such actions thereon as
may be necessary therefor. All reasonable sums paid by LESSOR and all
reasonable costs and expenses incurred by LESSOR in connection with the
performance of any such obligation of LESSEE,
-12-
shall be payable by LESSEE to LESSOR on demand. The LESSEE will be entitled to
the same right with respect to the obligations breached by the LESSOR.
2. If LESSOR shall at any time fail to perform any one or more of its
agreements made in this Lease Contract, LESSEE, after ten (10) days written
notice to LESSOR (or without notice in the case of an emergency) and without
waiving or releasing LESSOR from any obligation of LESSOR contained in this
Lease Contract, may but shall be under no obligation to perform any maintenance
act on LESSOR's part to be performed as provided in this Lease Contract, and may
enter upon the Leased Property for that purpose and take all such actions
thereon as may be necessary therefor; provided, however, that LESSEE may not
under the authority of this Clause undertake major structural construction or
modification of the Building. All reasonable sums paid by LESSEE and all
reasonable costs and expenses incurred by LESSEE in connection with the
performance of any such obligation of LESSOR, shall be payable by LESSOR to
LESSEE on demand.
3. For the purposes of this Lease Contract it is agreed that neither
party hereto has breached this Lease Contract, unless written notice by the non-
defaulting party (hereinafter the "Default Notice"), indicating that an event of
default under this Lease Contract has occurred, and the defaulting party has not
remedied said event of default within a term of fifteen days following the
Default Notice.
SIXTEENTH -- ENTRY ON LEASED PROPERTY BY LESSOR:
LESSEE shall permit LESSOR and its authorized representatives to enter the
Leased Property at all reasonable times and prior written notice to the LESSEE,
for the purpose of inspecting the same and performing any work therein that may
be required of it or that may be necessary by reason of LESSEE's failure to make
repairs or perform such work or for the purpose of showing the same to
prospective purchasers. Except for cases of emergency, the entry to the Leased
Property by LESSOR shall be notified to LESSEE in writing with at least 24 hours
in advance to such entry.
LESSOR shall exercise its authority under this provision in such a way so
as not to interfere with the business operations of the LESSEE.
No competitors of LESSEE shall be permitted into the Leased Property while
LESSEE is in possession thereof. LESSEE shall also have the right to escort
LESSOR or any representative or visitor who enters the Leased Property with or
on behalf of LESSOR.
SEVENTEENTH - ACCESS TO THE LEASED PROPERTY BY LESSEE'S VEHICLES:
LESSOR represents and warrants that the Leased Property has been zoned for
industrial use and is adequate for the use intended by LESSEE. LESSEE will have
unrestricted access the
-13-
Leased Property through any of the entries to the Leased Property as depicted on
Exhibit "A" attached to this Lease Contract by any type of vehicles. In the
event LESSEE is prevented from operating its trucks and vehicles by any
governmental authority, LESSOR agrees to indemnify and to hold LESSEE harmless
for any damages that LESSEE may suffer as consequence of the interruption and
restrictions to LESSEE's business.
EIGHTEENTH -- SUBORDINATION:
LESSEE agrees, at the request of LESSOR, to subordinate this Lease Contract
to any mortgage placed upon the Leased Property, provided that the holder agrees
not to disturb the possession and other rights of LESSEE under this Lease
Contract so long as LESSEE continues to perform its obligations hereunder; and
in the event of acquisition of title by said holder through foreclosure
proceedings or otherwise, said holder agrees to accept LESSEE as tenant of lease
and to perform the LESSOR's obligations hereunder (but only while owner of the
Leased Property); and LESSEE agrees to recognize such holder or any other
persons acquiring title to the Leased Property. LESSEE and LESSOR agree to
execute and deliver any appropriate instruments necessary to carry out the
agreements contained herein.
NINETEENTH -- GUARANTY:
LESSEE (being a subsidiary of Spectrum Control) shall obtain and deliver to
LESSOR, at the execution of this Lease Contract, a Guaranty in substantially the
same form of the document attached hereto as Exhibit "C", duly signed by a
representative of Spectrum Control, Inc. (the "Guarantor") a Pennsylvania
corporation, as Guarantor and certified by a Notary Public, whereby Guarantor
shall guaranty to LESSOR compliance by LESSEE with all and each of the
obligations accepted by the LESSEE under this Lease and such guaranty shall be
valid and binding for all the then unexpired terms of this Lease. LESSEE and
Guarantor agree to sign such documents as are in the form attached hereto as
Exhibit "C" or in such other comparable form as a lender might require.
TWENTIETH -- ASSIGNMENT BY THE LESSOR:
This Lease Contract may be assigned by LESSOR, provided that LESSOR shall
remain liable hereunder.
TWENTY FIRST -- MODIFICATIONS TO CONTRACTUAL DOCUMENT:
No modification, release or discharge of this Lease Contract or waiver of
any of the provisions hereof shall be of any force or effect except by an
agreement in writing signed by LESSOR and LESSEE.
TWENTY SECOND -- APPLICABLE LAW AND JURISDICTION:
-14-
This Lease Contract shall be bound by and subject to the provisions of the
Civil Code of the State of Chihuahua and both parties hereto expressly submit to
the jurisdiction of the Courts of Ciudad Xxxxxx, State of Chihuahua, Mexico.
TWENTY THIRD -- NOTICES:
All notices, demands and requests required under this Lease Contract shall
be in writing. All such notices, demands and requests shall be deemed to have
been properly given if served personally or if sent by registered or certified
mail, return receipt requested, addressed to LESSOR or LESSEE as the case may
be, at its respective address last designated by notice to the other party for
that purpose. Until LESSOR and LESSEE shall designate other addresses, their
addresses shall be as follows:
LESSOR: INDUSTRIAS DE AMERICA, S.A. DE C.V.
Prolong. Ave. Americas S/N
Parque Industrial Las Americas
Chihuahua, Chih. 31200
Attn: Xxxxxxx Xxxxx A. and/or
Eva Xxxxxxxxx Xxxxxxx G.
LESSEE: SPECTRUM CONTROL DE MEXICO, S.A. DE X.X.
Xxxxxxxxx Xxxxxxxx 0000
Xxxxxx Xxxxxx, Xxxxxxxxx
Xxxxxx
and with copy to:
SPECTRUM CONTROL, INC.
0000 Xxxxxx Xxxx
Xxxxxxxx XX 00000
Attn: Xx. Xxxx X. Xxxxxx
TWENTY FOURTH -- OFFICIAL TEXT AND TRANSLATION:
The parties execute this Lease Contract in the Spanish language as the
official text, and also execute a translation of this Lease Contract in the
English language. If either party submits this Lease Contract to any court or
other authority, the Spanish version shall control in case of any disputes
related to the interpretation of a given section.
-15-
The Parties hereof execute this Lease Contract to their entire satisfaction
this 15 day of March, 2000 and shall be considered as the Effective Date hereof.
LESSOR: LESSEE:
INDUSTRIAS DE AMERICA, SPECTRUM CONTROL DE MEXICO
S. A. DE C.V. S. A. DEC.C.V.
/s/ Xxxxx Xxxxxxx Xxxxx Xxxx /s/ Xxxx Xxxxxxx
__________________________________ __________________________________
Xx. Xxxxx Xxxxxxx Xxxxx Xxxx Xx. Xxxx Xxxxxxx
WITNESSES:
/s/ Witness /s/ Xxxxxxx Xxxxx
__________________________________ __________________________________
-16-
EXHIBITS
A - Plot of Leased Property
A-1 - Specifications of the Expansion
B - Improvements to the Lease Property
C - Form of the Guaranty of the Lease
-17-
EXHIBIT A
PLOT PLAN OF THE LEASED PROPERTY
-00-
XXXXXXX X-0
SPECIFICATIONS OF THE EXPANSION
C 0 N C E P T Building Specifications
1. Maximum Building Area 58,599.96 S.F.
Minimum Building Area 45,715.57 S.F.
2. Land(Adjacent Lot) 132,171.72 S.F.
3. FACILITY DISTRIBUTION
3.1 Manufacturing Area
3.1.1 Maximum Area 51,855.68 S.F.
3.1.2 Minimum Area 38,971.29 S.F.
3.2 Warehouse Area Adaptable
3.3 Offices Area (Open Space) 3,132.32 S.F.
3.4 Mezzanine Area None
3.5 Plant Rest Rooms Area 1,127.74 S.F.
3.6 Cafeteria & Kitchen Area 1,808.35 S.F.
3.7 Mechanical Room Area 551.44 S.F.
3.8 Guard House Area 124.43 S.F.
3.9 Dock-high loading dock spaces 3
3.10 Concrete access ramp 1
3.11 Parking lot spaces 92
4. GENERAL ARCHITECTONICS
4.1 Dimensions:
4.1.1 Bay size 44' x 50'
4.1.2.Clear height to bottom of structure
24'
in plant\warehouse
4.1.3 Height of lamp 24'
4.1.4 Ceiling height in office 9'
4.1.5 Dock-high loading dock doors (3) 8' x 10'
4.1.6 Access ramp door (1) 10' x 12'
4.2 Walls:
4.2.1 Manufacturing plant Concrete Block (8")
4.2.2 Offices Sheet rock
-19-
4.2.3 Restrooms Concrete Block (6')
4.3 Floors:
4.3.1 Xxxxxxxxxxxxx Xxxx 0" Xxxxxxxx x/Xxxxx - 0000 psi &
Clear Polyurethane Floor Seal
4.3.2 Offices 4" Concrete w/Fiber - 3000 psi &
Ceramic Tile
4.3.3 Cafeteria 4" Concrete w/Fiber - 3000 psi &
Ceramic Tile
4.3.4 Restrooms 4" Concrete w/Fiber - 3000 psi &
Ceramic Tile
4.4 Structural Steel
4.4.1 Roof Framing Steel Joists & Joist Girders
with White Paint (dryfog)
4.4.2 Columns Steel Columns
4.5 Iron Work:
4.5.1 Emergency doors 4
4.5.2 Aluminum doors 2
4.5.3 Ladder 1
4.6 Exterior:
4.6.1 Asphalt Pavement 2"
4.7 Roofing and insulation:
4.7.1 Roofing System Standing Seam KR18 \ 22 Ga.
4.7.2 Thermal insulation 3" Fiber Glass Blanket
5. CIVIL
5.1 Backfilling and compaction 95%
5.2 Compaction of natural soil 95%
5.3 Asphalt impregnation coat Yes
5.4 Concrete Foundations Reinforced Concrete 3000 psi
Isolated Spread Footings
6. PLUMBING
6.1 Fixtures Offices Production
6.1.1 W. C. 2 10
6.1.2 Lavatories 2 8
6.1.3 Urinals 1 4
6.1.4 Showers No 2
-20-
6.1.5 Drinking fountains No No
6.1.6 Mop zinc 1 2
6.1.7 Cistern (domestic use) 12,000 Gal
7. AIR CONDITIONING SYSTEM
7.1 Mechanical A/C & Heating 5-30 Ton Package Units for Production area
1-10 Ton Package Unit for Offices
& 1-7.5 Ton Package Unit for Cafeteria
7.2 Exhaust fans Restrooms only
8. ELECTRICITY
8.1 Lighting:
8.1.1 Production Metal Halide \ 75 FC @ 36"
8.1.2 Offices Fluorescent \ 100 FC @ 36"
8.1.3 Outside Light Metal Halide \ 2 FC @ 36"
8.2 Substation 750 KVA
8.3 Voltage 480/277 V - Production
208/120 V - Offices
8.4 Outside lighting Wallpack units
8.5 Dry type transformer (1) 45 KVA
9. SPECIAL INSTALLATIONS
9.1 Loading dock levelers 3 @ 25,000 Lb. capacity
9.2 Loading dock pad-seals 3
9.3 Domestic Hydro pneumatic System (2) 5 HP
9.4 Compressed Air System None
9.5 Kitchen Equipment None
9.6 Chemical Storage Room None
9.7 Landscaping Green lawn with trees and shrubs
9.8 Perimeter Fence 8 ft. decorative fence at frontage
& 8 ft. chain link fence on other sides
9.9 Fire Protection System None
-21-
EXHIBIT B
IMPROVEMENTS TO THE LEASED PROPERTY AND SPECIFICATIONS:
I. IMPROVEMENTS TO THE LEASED PROPERTY:
1.0 The following area will be added/finished to the existing building.
1.1. Three private enclosed offices per specifications below.
1.2. A conference room per specifications below.
1.3. An infirmary with restroom per specifications below.
1.4. A training room in the manufacturing area located between the
entry doors to the office area and cafeteria per specifications below.
1.5. A chemical room according to city per specifications below.
1.6. If the pump room is not adequate for the installation of a compressor,
a separate compressor room will be build. When the new compressor room
is finished the total area of this compressor room will be added to
the total rentable area at the same lease rent as the rest of the
property.
2.0 Mechanical air conditioning in the manufacturing, office and cafeteria
areas
3.0 750 KVA substation complete with transformer and accessories
4.0 One basketball court.
5.0 Heightened retaining wall at base of fence on west side.
II. SPECIFICATIONS FOR THE IMPROVEMENTS TO THE LEASED PROPERTY
Specifications for enclosed offices, conference room, infirmary, training room,
and chemical room:
C O N C E P T Building Specifications
1. FACILITY DISTRIBUTION
1.1 Enclosed Offices Area 300.00 S.F.
1.2 Conference Room Area 280.00 S.F.
1.3 Infirmary Area 110.00 S.F.
1.4 Training Room 480.00 S.F.
1.5 Chemical Room 215.00 S.F.
2. GENERAL ARCHITECTONICS
2.1 Dimensions:
2.1.1 Enclosed Offices (3) 10'x10'
2.1.2 Conference Room (1) 14'x20 '
-22-
2.1.3 Infirmary (1) 10'x11'
2.1.4 Training Room (1) 16'x30'
2.1.5 Chemical Room (1) 14'x15'
2.1.6 Ceiling height 9'
2.2 Walls:
2.2.l Sheetrock Walls: Enclosed Offices & Conference Room with texture,
vinyl paint and 4" vinyl baseboard Infirmary &
Training Room only with vinyl paint.
2.2.2 Block Walls: Chemical Room only with enamel paint.
2.3 Floors Finishes: Enclosed offices & Conference Room with 26 oz.
Carpet. Infirmary & Training Room as existing
floor. Chemical Room with epoxy seal.
2.4 Suspended Ceiling: Acoustical Ceiling 2'x4'- Auratone except Chemical
Room.
2.5 Doors: Solid Core Wood Doors with Stain and Xxxxxxx
Chemical Room with Hollow Metal Door.
3. AIR CONDITIONING SYSTEM:
3.1 HVAC System: Mechanical Air Conditioning and Heating Exhaust Fan
only in Conference Room.
4. ELECTRICITY
4.1 Lighting: Fluorescent\ 100 FC @ 36"
4.2 Voltage: 208/120 V
4.3 Outlets: (4) Electrical & (1) Voice per Room
except Chemical Room
-23-
EXHIBIT C
FORM OF THE GUARANTY OF THE LEASE
The undersigned ("Guarantor") absolutely and unconditionally guarantees the
full payment, performance and observance of all the rent, covenants, conditions,
and agreements provided to be performed and observed by SPECTRUM CONTROL DE
MEXICO, S.A. DE C.V. ("Lessee") in that certain Lease Contract (the "Lease")
dated effective as of March 15, 2000 between INDUSTRIAS DE AMERICA, S.A. DE C.V.
("Lessor") and Lessee relating to the Land and Building located at Boulevard
Xxxxxxxx 2910, in the City of Xxxxxx, State of Chihuahua, Mexico.
The undersigned expressly agrees that its obligations hereunder shall not
be terminated, affected or impaired by reason of the granting by LESSOR of any
indulgences to LESSEE or by reason of the assertion against LESSEE of any of the
rights or remedies reserved to LESSOR pursuant to the provisions of said Lease
or by the release of LESSEE from any of LESSEE's obligations under said Lease by
operation of law or otherwise, the undersigned hereby waiving all suretyship
defenses. The undersigned further covenants and agrees that this Guaranty shall
remain and continue in full force and effect as to any renewal, assignment,
modification or extension of the Lease whether or not the undersigned shall have
received any notice of or consented to such renewal, modification or extension.
The undersigned further agrees that its liability hereunder shall be
primary, and that in any right to action which shall accrue to LESSOR under the
Lease, LESSOR, may at its option, proceed against the undersigned and LESSEE,
jointly and severally, and may proceed against the undersigned without having
commenced any action or having obtained any judgment against LESSEE; provided
however, that the undersigned shall have no liability to LESSOR unless and until
the undersigned shall receive notice of default by LESSEE and have been given
the same time period provided to LESSEE under the Lease to cure such default.
It is agreed that the failure of LESSOR to insist in any one or more
instances upon strict performance or observance of any of the terms, provisions
or covenants of the Lease or to exercise any right therein contained shall not
be construed or deemed to be a waiver or relinquishment for the future of such
term, provision, covenant or right, but the same shall continue and remain in
full force and effect. Receipt by LESSOR of rent or other payments with
knowledge of the breach of any provision of the Lease shall not be deemed a
waiver of such breach.
No assignment or other transfer of the Lease, or any interest therein,
shall operate to extinguish or diminish the liability of the undersigned
hereunder.
The undersigned represents and warrants that (a) the undersigned is
authorized to execute
-24-
and deliver this Guaranty, (b) the person executing this Guaranty is authorized
to execute the same for and on behalf of the undersigned, (c) the undersigned
has all requisite power and authority to enter into this Guaranty, (d) neither
the execution or delivery of this Guaranty, nor the performance of the terms,
conditions or provisions of this Guaranty, constitute a default under, or result
in the creation of any lien pursuant to, any other agreement or instrument under
which the undersigned is obligated, and (e) at the time of execution and
delivery of this Guaranty, nothing exists to impair the effectiveness of the
liability of the undersigned to LESSOR hereunder, or to impair the immediate
taking effect of this Guaranty as the sole agreement between the undersigned and
LESSOR with respect to guaranteeing all of Company's obligations to LESSOR under
the Lease Agreement. Upon execution hereof the undersigned shall provide to
LESSOR certified copy of the resolutions authorizing the Guaranty.
In the event LESSOR discounts, collaterally assigns or assigns the Lease
and the Guaranty to a bank or other lending institution (hereinafter referred to
as "Lender"), the undersigned upon written request, to the extent applicable and
true, shall furnish to Lender a letter stating that the undersigned acknowledges
receipt of notice of an assignment by LESSOR of the Guaranty; that the Guaranty
is in full force and effect; that no changes to the Guaranty as originally
executed have been made; that the undersigned will not enter into any
modification of the Guaranty without first obtaining Lender's prior written
approval; and provided that the LESSOR's notice to the undersigned includes an
irrevocable authorization and direction by LESSOR to pay all payments due under
the Lease to Lender, that all payment made thereafter shall be made to Lender or
its assigns in U.S. Dollars, at such times and at such places as directed by
Lender or its assigns.
This Guaranty shall be irrevocable.
The undersigned represents that the undersigned directly or indirectly
benefits from making this Guaranty.
This Guaranty shall be governed by and construed in accordance with the
internal laws of the State of Texas excluding any principles of conflicts of
laws. In any action prosecuted by LESSOR for the interpretation and performance
of this Guaranty, Guarantor agrees to and hereby submits Guarantor to the
personal and subject matter jurisdiction of the Federal District Court of the
Western District of Texas, and/or the State Courts in El Paso, El Paso County,
Texas. The undersigned expressly waives the right to any other jurisdiction
that Guarantor may have as a result of the undersigned's present or future
domicile, or due to any other cause whatsoever.
The rights and remedies of LESSOR under this Guaranty, and the rights and
remedies of LESSOR created under the Lease or under applicable law, are
cumulative and may be exercised singly or concurrently, and the exercise of any
one or more of them will not be a waiver of any other.
-25-
This Guaranty is binding upon the undersigned and its legal representatives
and successors and shall inure to the benefit of LESSOR, its legal
representatives, successors and assigns, provided however that the undersigned
shall not assign its obligations hereunder.
The whole of this Guaranty is set forth herein and there is no verbal or
other written agreement and no understanding or custom affecting the terms
hereof. This Guaranty can be amended only by a written instrument specifically
referencing this Guaranty and executed by both parties hereto.
Notwithstanding anything to the contrary set forth herein, the undersigned
shall have the benefit of any rights which the LESSEE may have pursuant to the
provisions of the Lease, and the liability of the undersigned hereunder shall in
no event exceed the liability of the LESSEE under the covenants, conditions, and
agreements provided to be performed and observed by the LESSEE under the terms
of the Lease.
In Witness Whereof, this Guaranty is executed this March 16, 2000.
Guarantor:
__________________________________________
Spectrum Control, Inc.
A: Pennsylvania Corporation
/s/ Xxxx X. Xxxxxxx
By: ____________________________________
Printed Name: Xxxx X. Xxxxxxx
------------------------------------
Its: VP & CFO
------------------------------------
Acknowledgment
--------------
STATE OF PA)
--
COUNTY OF ERIE)
----
This Guaranty was acknowledged before me on the, 16/th/ day of March, 2000
by Xxxx X. Xxxxxxx, of Spectrum Control, Inc., A Pennsylvania corporation on
behalf of said corporation.
Notary's Official Seal:
/s/ notary
_______________________________________ NOTARY
________________________________________________
PUBLIC IN AND FOR THE STATE OF PENNSYLVANIA
-26-
