EXHIBIT 10.2
AGREEMENT
FOR
OFFICE LEASE
By and Between
GATEWAY PROPERTY DEVELOPMENT, LLC,
Landlord,
and
STARCRAFT CORPORATION
Tenant,
dated February 15, 2003
Prepared by: Xxxx X. Xxxxxxx, XXXXXX & XXXXXXXXX, 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
AGREEMENT FOR
PROFESSIONAL OFFICE LEASE
AGREEMENT FOR OFFICE LEASE.....................................................1
ARTICLE I RENT.................................................................1
1.1. Rent...............................................................1
1.2. Base Rent..........................................................1
1.3. Operating Charges..................................................1
1.4. Security Deposit...................................................2
1.5. Insurance and Real Estate Taxes....................................2
ARTICLE II TENANT'S ACCEPTANCE AND USE OF PREMISES.............................3
2.1. Acceptance of Premises.............................................3
2.2. Use................................................................3
2.3. Tenant's Hazardous Substances......................................3
2.4. Landlord's Hazardous Substances....................................4
2.5. Maintenance, and Repair and Replacement............................4
2.6. Alterations........................................................5
2.7. Mechanic's Liens...................................................5
ARTICLE III LANDLORD'S RIGHTS..................................................5
3.1. Rights Reserved by Landlord........................................5
3.2. Utilities..........................................................6
ARTICLE IV DAMAGE-CONDEMNATION.................................................6
4.1. Fire or Casualty...................................................6
4.2. Obligations to Pay Rent............................................7
4.3. Condemnation.......................................................7
ARTICLE V LANDLORD'S AND TENANT'S REMEDIES.....................................7
5.1. Events of Default..................................................7
5.2. Landlord's Rights and Remedies.....................................8
5.3. Surrender of Possession............................................9
5.4. Landlord's Performance of Tenant's Obligations.....................9
5.5. Non-Waiver.........................................................9
5.6. Tenant's Obligations...............................................9
ARTICLE VI WAIVER OF CLAIMS AND INDEMNIFICATION: RIGHT OF RECOVERY
ON INSURANCE...................................................................9
6.1. Insured Claims.....................................................9
6.2. Uninsured Claims..................................................10
6.3. No Liability of Landlord..........................................10
6.4. Landlord's Indemnity..............................................11
6.5. Insurance Coverage................................................11
ARTICLE VII TITLE MATTERS.....................................................12
7.1. Non-Disturbance Agreement.........................................12
7.2. Subordination of Lease............................................12
7.3. Assignment and Subletting.........................................12
7.4. Covenant Against Liens............................................13
7.5. Covenant of Quiet Enjoyment.......................................13
ARTICLE VIII TRANSFER OF LANDLORD'S INTEREST IN BUILDING AND LEASE............13
ARTICLE IX OPTION TO RENEW....................................................13
ARTICLE X OPTION TO PURCHASE..................................................14
ARTICLE XI GENERAL............................................................15
11.1. Notices........................................................15
11.2. Brokers........................................................16
11.3. General........................................................16
ARTICLE XII FORCE MAJEURE.....................................................16
ARTICLE XIII FORUM............................................................17
ARTICLE XIV EARLY TERMINATION.................................................17
EXHIBIT A DESCRIPTION OF PROPERTY..............................................1
EXHIBIT B DESCRIPTION OF COMMON AREA...........................................1
EXHIBIT C MEMORANDUM OF LEASE (WITH PURCHASE OPTION)...........................1
AGREEMENT
FOR
OFFICE LEASE
Gateway Property Development, LLC, an Indiana limited liability company
("Landlord"), hereby leases to Starcraft Corporation, an Indiana corporation
("Tenant"), and Tenant hereby accepts, subject to the terms and conditions of
this Lease, that certain real estate, all improvements thereon, all
appurtenances thereto, and all easements inuring to the benefit thereof
(collectively, the "Property"), together with the use in common with the public
of the easements, drives, parking, and other common areas (collectively, "Common
Areas"). The Property is generally described in Exhibit A, and the Common Areas
are generally described in Exhibit B. The term of this Lease shall be three (3)
years (the "Term") commencing on February 15, 2003 and ending on February 14,
2006. The Term is subject to extension and early termination as provided in
Articles IX, X and XIV hereof. In consideration of the mutual covenants herein
contained, Landlord and Tenant covenant and agree as follows:
ARTICLE I
RENT
0.0.Xxxx. Tenant shall pay and/or reimburse Landlord payments required
under this Lease (collectively, "Rent"). All Rent shall be paid when due,
without notice or demand, without relief from valuation and appraisement laws,
and with reasonable attorney's fees (as provided in Article V hereof).
1.2. Base Rent. Tenant shall pay to Landlord Base Rent for the Term in the
total sum of $231,828.00, as follows, commencing February 15, 2003
("Commencement Date"):
February 15, 2003 - February 14, 2004 $6,250/month
February 15, 2004 - February 14, 2005 $6,438/month
February 15, 2005 - February 14, 2006 $6,631/month
1.3. Operating Charges. Tenant shall pay, as additional Rent, the
Property's Operating Charges. "Operating Charges" shall mean the expenses
reasonably incurred by Landlord or Tenant in the ownership and operation of the
Property, such as: gas, water, sewer, electricity and other utility charges,
premiums and other charges for insurance; maintenance and repair of the
Property; property taxes; groundskeeping; landscaping; snow removal; Common Area
fees and any Association Fees; and HVAC. Operating Charges shall not include
expenses of a capital nature, including, but not limited to, capital
improvements, capital repairs, capital equipment, and capital tools which, under
generally accepted accounting principles, are not regarded as operating or
maintenance expenses, such as: roof, outside walls, foundation, and structural
portions of the Property, and the exterior of the building on the Property
("Building"). If the exact amounts of Operating Charges are not available at the
expiration of the Lease, and if, in Landlord's reasonable estimation, Tenant's
estimated payments have not been sufficient to cover Tenant's actual Operating
Charges then the balance shall be due and payable concurrently with the final
installment of Base Rent due hereunder, or, at Landlord's option, such payment
shall be postponed until such amounts are determined. Tenant's obligation to
make such payments shall survive the expiration or termination of this Lease.
1.4. Security Deposit. Tenant shall pay, upon the execution of this Lease,
the additional sum of $6,250.00 as security for the faithful performance of, and
compliance with, all of the terms, covenants and conditions in the within Lease
contained, it being expressly understood and agreed that if the Tenant fails to
comply with each and every one of the terms, covenants and conditions of this
Lease, or surrenders said Property without written consent of the Landlord, or
is dispossessed therefrom or abandons same prior to the expiration of this
Lease, then, and in that event, the said sum of $6,250.00, herein deposited as
security, shall belong to the Landlord as fixed, liquidated and agreed damages
in payment of such disbursements, costs and expenses which Landlord may undergo
for the purpose of regaining possession of said Property. The parties agree to
treat said deposit as liquidated damages, in payment of such costs,
disbursements and expenses sustained, because the parties hereto cannot
ascertain the exact amount of costs, disbursements and expenses that they may
have been put to, and that the same shall not in any manner be considered as
payment for any Rent due or to become due by reason of these presents, or in any
manner release the Tenant from Rent to be paid, or from any of the obligations
herein assumed, by the Tenant. Landlord at its election may also apply the
security deposit provided for herein against the total damages resulting from a
breach of the terms of this Lease by Tenant. If, however, all terms, covenants
and conditions are fully complied with by the Tenant, then, and in that event,
the security shall be returned to the Tenant on surrender of the Property in a
good state and condition, reasonable use and ordinary wear and tear thereof and
damage by fire and other casualty excepted, at the expiration or termination of
this Lease.
1.5. Insurance and Real Estate Taxes. The Tenant shall pay when due all
current real estate taxes levied or assessed against the leased Property during
the Term, as additional Rent. Tenant agrees to reimburse Landlord for the real
estate taxes and special assessments, if any, that are due and payable for the
Property during the Term, even though some of such taxes may be for time periods
prior to the Term. Tenant shall have the right to contest any real estate tax
increases which affect Tenant, which contest shall be at the expense of Tenant
and shall not affect or delay the payment by Tenant of any increase in taxes.
Landlord shall be kept advised if Tenant decides to contest such tax increases
and agrees to cooperate with Tenant in the same. Tenant shall also reimburse
Landlord for its premiums on insurance policies required by this Lease,
including insurance for perils such as fire and extended coverage (all risk) and
public liability during the Term. The real estate taxes and special assessments,
and insurance premiums, shall either be paid in monthly installments or a single
installment when rental payments are due, at Landlord's option. The insurance
policies covering the Property shall be held by the Landlord and shall list
Landlord as the insured thereunder, with the liability insurance policy listing
Tenant as an additional insured.
ARTICLE II
TENANT'S ACCEPTANCE AND USE OF PREMISES
2.1. Acceptance of Premises. The Tenant's taking possession of all or any
portion of the Property and/or Building on the Commencement Date or thereafter
shall be conclusive evidence as against the Tenant that the Property was in good
order and satisfactory condition when the Tenant took possession. No promise of
the Landlord to alter, remodel, decorate, clean or improve the Property, and no
representations respecting the condition of the Property have been made by the
Landlord to the Tenant, other than as may be contained herein. Landlord shall
use its best efforts to obtain the benefit of any construction contractor or
supplier warranties in connection with the Building improvements. Except as
provided in Section 2.2 hereof, Landlord shall be solely responsible for
exterior Building and Common Area compliance with Title III of the Americans
with Disabilities Act of 1990.
2.2. Use. Tenant shall occupy and use the Property for general business
office use, including all activities presently conducted by Tenant and each of
its affiliates, from time to time (the "Business"). Tenant shall be solely
responsible for obtaining any required licenses and permits necessary for Tenant
to conduct its Business, including interior Building compliance with Title III
of the Americans With Disabilities Act of 1990. Tenant shall not occupy or use
the Building or permit the Building to be occupied or used for any purpose, act,
or thing which is in material violation of any public law, ordinance, or
governmental regulation; which may be dangerous to persons or property; or which
may invalidate the Property insurance or increase the amount of premiums for any
policy of insurance carried on the Building, or Property, or covering its
operation or violate the terms hereof; provided, however, that if any additional
amounts of insurance premiums are caused by Tenant's occupancy or use, Tenant
shall pay to Landlord said additional amounts as additional Rent.
2.3. Tenant's Hazardous Substances. Tenant shall not cause or permit any
Hazardous Substances (hereinafter defined) (other than such as are customarily
used in connection with the Business and are so used on the Property in such a
manner and in such quantities as may be permitted by applicable laws) to be
used, stored, generated or disposed of on or in the Property except in
compliance with all applicable laws. Tenant shall indemnify, defend and hold
Landlord harmless of, from and against any and all claims, damages, fines,
judgments, clean-up, removal or restoration costs, investigation expenses,
penalties, costs, liabilities or losses (including without limitation, decrease
in the value of the Building or the Property, adverse impact on the
marketability of the Property, and any and all sums paid for settlement of
claims and reasonable attorneys', consultants' and experts' fees and expenses)
arising from the presence of Hazardous Substances on or in the Property caused
by Tenant or Tenant's use of the Premises, during or after the Term. "Hazardous
Substances" means any substance that is toxic, ignitable, reactive or corrosive
or that is regulated by any federal, state or local governmental agency, law,
rule or ordinance, and includes without limitation any and all material or
substances defined as "hazardous waste", "extremely hazardous waste", a
"hazardous substance", a "hazardous material", or a "toxic substance" pursuant
to any federal, state or local governmental agency, law, rule, regulation or
ordinance, and also shall include asbestos, PCB's (polychlorinated biphenyls),
oil or other petroleum products and byproducts, substances which are or may be
toxic to humans, animals, plants or the environment, and any and all medical
waste. Tenant shall keep the Property clean, and shall store, handle, and
dispose of all waste or materials, and all refuse, in proper, safe, legal
methods, and in areas designated by Landlord, if any. The obligations of Tenant
under this Section 2.3 shall survive termination or expiration of the Term.
2.4. Landlord's Hazardous Substances. Landlord represents and warrants that
to the best of its knowledge, (a) the Property is not in violation of any
federal, state or local law, rule ordinance relating to Hazardous Substances,
and (b) that there is no civil, criminal or administrative action, suit, demand,
claim, hearing, notice of violation, investigation, proceeding, notice or demand
letter pending or threatened against the Property relating to Hazardous
Substances. Landlord agrees to indemnify, defend and hold Tenant harmless from
any and all claims, judgments, damages, penalties, fines, costs, liabilities or
losses, including, but not limited to, reasonable attorneys' fees, consultants'
fees and experts' fees which arise during or after the Lease Term as a result of
any violation by it of this provision. This indemnification shall survive the
termination or expiration of this Lease.
2.5. Maintenance, and Repair and Replacement. Landlord shall maintain and
make all necessary structural repairs, replacements and alterations to the
Common Areas, the Building and the Property of a capital nature, including but
not limited to: foundations, roofs, exterior walls, marquees, structural columns
and structural beams (excluding all windows and window frames, plate glass and
doors), and, maintain the exterior of the Building; provided, however, that the
cost of repairing any damage to the Property caused in whole or in part by the
act or neglect of Tenant, its agents, employees or invitees shall be paid by
Tenant, and Landlord shall not be responsible for the maintenance or repair of
any other system, fixture or structure located within the Building (such as
HVAC, by way of example). Except as otherwise provided herein in Article IV and
Article VI, and except for ordinary and reasonable wear and tear excepted,
Tenant shall, at its own cost and expense: keep the Building decorated, in good
order and repair and in a tenantable condition; maintain in good condition and
repair all electrical and plumbing fixtures and all systems, fixtures and
structures installed by Tenant, and the heating, ventilating and air
conditioning system serving the Building; and promptly and adequately repair all
damage to the Property caused by Tenant, its agents, employees and invitees,
including the replacement or repair of all damaged or broken glass, fixtures and
appurtenances. Replacement or repair shall be in full compliance with all
applicable laws and ordinances. If Tenant fails to make or commence to make such
repairs or replacements promptly after thirty (30) days' prior written notice
thereof from Landlord, Landlord may, in its sole discretion, do so and Tenant
shall pay to the Landlord the cost thereof as Rent within thirty (30) days of
being billed therefor. Landlord may enter the Property at all reasonable times
and without disruption to Tenant's Business, upon reasonable written prior
notice to Tenant to make such repairs and alterations to the Property as
Landlord shall deem reasonably necessary or be required, in the presence of
Tenant or its representative if Tenant so desires.
2.6. Alterations. Tenant shall not, without the prior written consent of
Landlord (which consent shall not be unreasonably withheld), make any materials
alterations, improvements or additions to the Property. Except as provided in
Section 5.3, all alterations, improvements and additions (whether temporary or
permanent in character) made by Landlord or Tenant in or upon the Property shall
become Landlord's property and shall remain upon the Property at the termination
of this Lease by lapse of time or otherwise, all without compensation to Tenant.
2.7. Mechanic's Liens. In the event any mechanic's lien shall at any time
be filed against the Property by reason of work, labor, services or materials
performed or furnished to Tenant or to anyone holding the Property through or
under Tenant, Tenant shall forthwith cause the same to be bonded or discharged
of record, or contest the same, and in the latter event Tenant shall adequately
assure Landlord by indemnity bond, title insurance mechanics' lien coverage,
cash or surety bond in the amount of such lien, as the Landlord shall reasonably
determine, as provided in Section 7.4 hereof. If Tenant shall fail to cause such
lien to be discharged or bonded within thirty (30) days after being notified of
the filing thereof, then, in addition to any other right or remedy of Landlord,
Landlord may, but shall not be obligated to, discharge the same by paying the
amount claimed to be due, and the amount so paid by Landlord and all costs and
expenses, including reasonable attorneys' fees incurred by Landlord in procuring
the discharge of such lien, shall be due and payable by Tenant to Landlord as
additional Rent on the first day of the next following month.
ARTICLE III
LANDLORD'S RIGHTS
3.1. Rights Reserved by Landlord. Landlord reserves and shall have the
following rights, exercisable, unless otherwise herein provided, without notice,
without liability to Tenant for damage or injury to person, property or
Business, without being deemed an eviction or disturbance in any manner of
Tenant's use or possession of the Property, and without relieving Tenant from
its obligation to pay Rent when due, or from any other obligation hereunder to
change the Building's name or the street address thereof; install, affix and
maintain any and all signs on the exterior and/or interior of the Building;
provided, however, Tenant shall have the right, at all times during the Term of
this Lease, at its own expense, to erect or cause to be erected such signs upon
the Property as it deems desirable, except that no exterior hanging signs shall
be so erected without the consent of the Landlord, which consent shall not be
unreasonably withheld. The erection and maintenance of any and all such signs
shall be in conformity with the requirements of law and local regulations; to
display the Property to prospective tenants at reasonable hours during the last
four (4) months of the Term; and, if the Property is vacant during the Term, to
decorate, remodel, repair or otherwise prepare the Property for reoccupancy; to
make repairs, alterations, additions and improvements, structural or otherwise,
in or to the Property or any part thereof, and any adjacent land, street or
alley, so long as Landlord uses good faith efforts to maintain reasonable access
to the Property for the Business of Tenant, and to minimize unreasonable
interference with the conduct of Tenant's Business, as is in the least
disruptive fashion reasonably available to Landlord, and provided further, that
Landlord shall not materially alter the Property and/or the Common Areas from
the design existing at the schematic design phase described in Exhibits A or B.
Tenant, upon thirty (30) days' prior written notice, may terminate the Term of
this Lease if the foregoing activities render the Property untenantable for any
thirty (30) day period, and Rent shall equitable and proportionately xxxxx if a
portion of the Property is rendered untenantable for such a period by such
activities.
3.2. Utilities. Landlord has provided and will maintain (or cause others to
do so) the necessary mains, conduits, lines and ducts to bring telephone, water,
electricity, heat and cooling to the Property. Landlord shall under no
circumstances be liable to Tenant in damages or otherwise for any interruption
in service of utility services unless such is the result of Landlord's actions,
and in that latter event if the Property is rendered untenantable thereby, then
the Rent shall xxxxx equitably and proportionately for such period, except that
if such period is thirty (30) days or more, then Tenant at its option may
thereupon terminate this Lease as provided in Section 4.1.
ARTICLE IV
DAMAGE-CONDEMNATION
4.1. Fire or Casualty. If the Property or Building is taken by public
authorities for public use, or damaged by fire or other casualty, but in either
event is not made substantially untenantable in the reasonable judgment of
Landlord, then Landlord shall proceed with due diligence to repair and restore
the Property, unless such damage occurs during the last three (3) months of the
Term of this Lease or unless any mortgagee fails or refuses to make insurance
proceeds available to Landlord for any such repairs or restoration; in either of
such events Landlord shall have the right to terminate this Lease by delivery of
written notice of such termination to Tenant within thirty (30) days following
the damage or taking. If Landlord does not elect to terminate the Lease as
hereinabove provided, it shall proceed with due diligence to repair and restore
the Property. If the Building is made substantially untenantable by fire or
other casualty or such public taking, then Landlord shall, no later than thirty
(30) days following the damage or taking, give Tenant a notice in writing,
electing either (i) to terminate this Lease, or (ii) to repair and restore the
Building, including, at Landlord's option, demolishing and rebuilding the same.
If Landlord notifies Tenant of its election to repair and restore (or to
demolish and rebuild) the Building, said notice shall contain Landlord's
reasonable estimate of the time required to substantially complete the repair
and restoration (or the demolition and repair). If such estimate states that the
time so required will exceed sixty (60) days from the date of the damage or
taking, then Tenant shall have the right to terminate the Term of this Lease by
delivery of written notice to Landlord, not later than twenty (20) days after
the date of the Landlord's notice. If Tenant fails to exercise its right to
terminate this Lease, as herein provided, or if Landlord's estimate indicates
that the repair and restoration (or demolition and rebuilding) can be
substantially completed within sixty (60) days, this Lease shall remain in full
force and effect and Landlord shall proceed with due diligence to repair and
restore (or, demolish and rebuild, as the case may be), the Building. Landlord's
obligations to repair and restore the Building as above provided shall be
restricted to the repair or restoration of the alterations, additions or
improvements, or the decoration thereof, in place on the Commencement Date of
this Lease; it shall not include the repair or replacement of Tenant's
furniture, fixtures or equipment, or the restoration of Tenant's alterations,
additions or improvements, which shall be insured by Tenant and Tenant shall be
the named insured on any such policies. For purposes of this Section 4.1
"untenantable" shall mean, not fit for the Business use intended by Tenant
4.2. Obligations to Pay Rent. If Landlord elects to terminate this Lease,
as above provided, the Term of this Lease shall expire upon the 30th day after
such notice is given. Tenant shall vacate the Property and surrender the same to
Landlord on or before said expiration date, and Tenant shall be entitled to
receive the proceeds of its insurance on its furniture, fixtures, or equipment.
Tenant's liability for Rent shall cease as of the date following such damage or
taking. If all or any part of the Property is rendered untenantable by fire or
other casualty and this Lease is not terminated, the Rent shall xxxxx for that
portion of the Property rendered untenantable on a per diem basis from and after
the date of the fire or other casualty until substantially repaired and restored
(unless the fire or other casualty was caused in whole or in part by the
intentional or negligent act or failure to act of Tenant or any of Tenant's
officer's, director's, employees, agents, guests, invitees, or independent
contractors, in which event there shall be no Rent abatement).
4.3. Condemnation. Tenant shall have the right to make a claim to the
condemning authority for the unamortized value of any improvements, alterations
or additions to the Property paid for by Tenant; provided, that no such claim
shall diminish or otherwise adversely affect Landlord's award or the award of
any mortgagee. Except for any claim awarded to Tenant in accordance with the
next preceding sentence, Tenant hereby assigns to Landlord Tenant's interest in
any condemnation award for leasehold value.
ARTICLE V
LANDLORD'S AND TENANT'S REMEDIES
5.1. Events of Default. Each of the following shall be an "Event of
Default" or "Default":
(a) If Tenant fails to pay any installment of Rent or any other payment of
money to be paid by Tenant under this Lease, when the same is due for
a period of ten (10) days after written notice from Landlord to Tenant
specifying such past due date; or
(b) If Tenant fails to observe or perform one or more of the other terms,
conditions, covenants or agreements of this Lease and such failure
shall continue for a period of thirty (30) days after written notice
from Landlord specifying such failure (unless such failure requires
work to be performed, acts to be done, or conditions to be removed
which cannot by their nature reasonably be performed, done or removed,
as the case may be, within such thirty (30) day period, in which case
no Event of Default shall be deemed to exist so long as Tenant shall
have commenced the same within such thirty (30) day period and shall
diligently and continuously prosecute the same to completion); or
(c) If Tenant is insolvent, makes an assignment for the benefit of
creditors, admits its inability to pay its debts or takes any action
towards a general compromise of its debts or a composition with its
creditors; or
(d) If all or any substantial part of the assets of Tenant, including the
leasehold interest hereunder of Tenant, are attached, seized, are
levied upon or come within the possession of any secured party,
receiver, trustee, custodian or assignee for the benefit of creditors
and such attachment, seizure, writ, warrant or levy is not withdrawn
or removed within forty-five (45) days after becoming effective; or
(e) If Tenant directly or indirectly sells, assigns, or transfers its
assets other than in the ordinary course of business, or a substantial
portion thereof, or sells, assigns or transfers its ownership
interests or a substantial part thereof.
5.2. Landlord's Rights and Remedies. If a Default occurs, Landlord shall
have the rights and remedies provided by Indiana law and those hereinafter set
forth. Landlord may terminate this Lease by giving to Tenant written notice of
Landlord's election to do so, in which event the Term of this Lease (but not any
other provision of this Lease) shall end, or Landlord may terminate the right of
Tenant to possession of the Property without terminating this Lease by giving
written notice to Tenant. Landlord may enforce the provisions of this Lease in
equity or at law; and Landlord shall be entitled to recover from Tenant all the
Rent for the Term, as well as all other additional sums payable by Tenant, or
for which Tenant is liable or in respect of which Tenant has agreed to indemnify
Landlord under any of the provisions of this Lease, and all costs and expenses,
including without limitation court costs and reasonable attorneys' fees and
expenses incurred by Landlord in the enforcement of its rights and remedies
hereunder, without relief from valuation and appraisement laws, including such
sums thereafter accruing. Solely at the option of Landlord, Landlord may declare
the entire Rent for the Term immediately due and payable by acceleration
thereof, and as liquidated damages Tenant shall be obligated to pay and Landlord
shall be entitled to recover an amount equal to the aggregate unpaid Base Rent,
for the balance of the Term. Landlord may, but shall be under no obligation
(except as may be required by law), to relet the Property or any part thereof
for such rent, for such time (which may be for a term less than or extending
beyond the Term of this Lease) and upon such terms as Landlord in Landlord's
sole discretion shall determine, and Landlord shall not be required to accept
any tenant offered by Tenant or to observe any instructions given by Tenant
relative to such reletting. Also, in any such case, Landlord may make repairs,
alterations and additions in or to the Property and redecorate the same to the
extent deemed by Landlord reasonably necessary or desirable. Landlord may
collect the rents from any such reletting and shall apply the same first to the
payment of the expenses of reentry, redecoration, repair, alterations and
reletting and second to the payment of Rent herein provided to be paid by
Tenant, and any excess or residue shall operate only as an offsetting credit
against the amount of Rent, if any, due and owing or as the same thereafter
becomes due and payable hereunder.
5.3. Surrender of Possession. Upon termination of this Lease, whether by
lapse of time or otherwise, or upon any termination of Tenant's right to
possession of the Property or termination of the Term of the Lease, Tenant shall
surrender and vacate the Property immediately and deliver possession thereof to
Landlord in clean, good and tenantable condition as in on the Commencement Date,
ordinary wear and tear excepted, and subject to Landlord's compliance with its
obligations under this Lease. Upon any termination, Tenant shall be entitled to
remove, and at Landlord's request shall remove, Tenant's trade fixtures and
Tenant shall repair all damage resulting from such removal and shall restore the
Property to the condition prior to vacation. All other additions, decorations,
fixtures, hardware and all improvements, temporary or permanent, in or about the
Property, whether placed there by Tenant or by Landlord, shall remain Landlord's
property and shall remain without compensation, allowance or credit to Tenant.
5.4. Landlord's Performance of Tenant's Obligations. If Tenant shall
default in the performance of any of its obligations hereunder and such default
shall continue after the expiration of any notice or grace period herein
provided in Section 5.1(b), Landlord may perform such obligation for the account
and expense of Tenant, and Tenant shall reimburse Landlord therefor upon demand.
5.5. Non-Waiver. No waiver of any agreement or condition expressed in this
Lease shall be implied by any neglect of Landlord or Tenant to enforce any
remedy on account of the violation of such agreement or condition if such
violation be continued or repeated subsequently, and no express waiver shall
affect any agreement or condition other than the one specified in such waiver
and that one only for the time and in the manner specifically stated. No receipt
of monies by Landlord from Tenant after the termination in any way of the Term
or of Tenant's right of possession hereunder, or after the giving of any notice
shall reinstate, continue or extend the Term or affect any notice given to
Tenant prior to the receipt of such monies.
5.6. Tenant's Obligations. Tenant's obligations under this Article shall
survive the expiration of the Term.
ARTICLE VI
WAIVER OF CLAIMS AND INDEMNIFICATION:
RIGHT OF RECOVERY ON INSURANCE
6.1. Insured Claims. Each party hereby releases, covenants not to xxx,
holds harmless, indemnifies, and waives all claims against the other, their
affiliates, and respective Members, Managers, officers, directors, employees,
contractors, agents, invitees and servants, for any liability for injury (or
death) or damage to person, property or business sustained in or about the
Building or Property, when and to the extent such injury or damage is covered by
insurance required by this Lease. The parties mutually agree to release and
relieve the other, and waive their entire right of recovery against the other
for loss or damage incurring in, on or about the Premises, arising out of fire
or other perils resulting from the negligence of the other party, or its agents
and employees, where such damage or loss is covered by fire, extended coverage
or other insurance of the party sustaining the loss or damage. This release
shall apply only to the extent that such loss or damage is covered by fire,
extended coverage or other insurance, regardless of whether such insurance is
payable to or protects Landlord, Tenant or both parties. Nothing in this
paragraph shall be construed to impose any other or greater liability on either
Landlord or Tenant than would have existed in the absence of this paragraph.
This release shall be in effect only so long as the applicable insurance
policies contain clauses to the effect that this release shall not affect the
right of the insured to recover under such policies of fire, extended coverage
or other insurance of, if such clauses are not contained, this release shall not
affect the right of the insured to recover under such policies.
6.2. Uninsured Claims. Tenant hereby agrees to indemnify and hold Landlord,
its officers, directors, contractors, agents, employees and servants harmless
against any other claims, demands, costs and expenses of every kind and nature,
including reasonable attorneys' fees for the defense thereof, arising from the
matters described in Section 6.1 and which are uninsured under the requirements
of this Lease, including any such claims or actions by its employees,
contractors, agents, or invitees, or arising from any breach or Default on the
part of Tenant in the performance of any agreement of Tenant to be performed
pursuant to the terms of this Lease, or arising from any act, omission or
negligence of the Tenant, its employees, servants, contractors, invitees and
agents, in or about the Building or Property. In case any such claim or action
is brought against Landlord, its agents, employees, servants, officers or
directors, Tenant covenants to defend such proceeding at its sole cost and
expense by legal counsel reasonably satisfactory to Landlord.
6.3. No Liability of Landlord. Landlord shall have no responsibility for
loss or damage to Tenant's personal property, except any such caused by
Landlord's negligent act or omission, and Landlord shall have no responsibility
to insure the property of Tenant of whatever nature and wherever located, in the
Building or on the Property, against any loss or damage thereto, however
occasioned, it being understood and agreed that Tenant will so insure such
property. Tenant agrees all property located in, upon or about the Property
belonging to Tenant shall be at the Tenant's sole risk. Tenant agrees Landlord
shall not be liable by reason of negligence or other cause or reason: (a) for
any injury or damage either to persons or property sustained by Tenant or any
other persons, due to the Property or any part thereof, any Building thereon, or
any part thereof, or any appurtenances thereof, becoming out of repair; (b)
occasioned by or from electricity, hot or cold water, steam, compressed air or
other utility, substance or element, the appliances for the conveyance of any
utilities, substances or elements, or the lack of any said utilities,
substances, or elements; (c) occasioned by or from plumbing or pipes, or from
sewage or sewer gas; (d) occasioned by or from plumbing or failure to run,
overflow or stoppage of any pipes of any kind, connections or attachments
thereto, or by or from any tank, wash stand, sink, water closet, or waste pipe
or sewer, in, over, upon or about the Property or any part thereof, any
buildings thereon or any part thereof, or any appurtenances thereof; (e)
occasioned by or from water, snow or ice being in, upon or about the Property or
any part thereof, and any Building thereon or part thereof, or any appurtenances
thereof; or (f) occasioned by the owners or occupants or adjacent property; and
(g) Tenant shall indemnify and save and hold harmless Landlord from any and all
such liability, claims, and/or demands therefor to the extend not fully covered
by insurance.
6.4. Landlord's Indemnity. Landlord hereby agrees to indemnify and hold
Tenant, its agents, officers, directors, employees and servants harmless from
and against any and all claims, demands, costs and expenses of every kind and
nature, including reasonable attorneys' fees for the defense thereof, arising
from any breach or default on the part of Landlord in the performance of any
agreement of Landlord to be performed pursuant to the terms of this Lease. In
case any such proceeding is brought against Tenant, Landlord covenants to defend
such claim at its sole cost and expense by legal counsel reasonably satisfactory
to Tenant.
6.5. Insurance Coverage.
(a) Landlord. Landlord shall obtain and maintain, during the Term of this
Lease, a commercial general liability policy on the Premises in an
amount not less than $1,000,000 combined single limit, and fire and
extended coverage insurance, on the Building, for what Landlord
believes to be its full insurable value, and Tenant shall pay or
reimburse Landlord as an Operating Charge (described in Section 1.3)
charges for such insurance.
(b) Tenant. Tenant's insurance shall be primary. Tenant, at Tenant's sole
cost and expense, shall obtain and maintain, for the Term of this
Lease, insurance policies in form and content and amount, and issued
by an insurer, reasonably acceptable to Landlord, naming Landlord as
an additional insured, providing the following coverage: (i) all
perils included in the classification "fire and extended coverage"
under insurance industry practices in effect from time to time in the
jurisdiction in which the Building is located covering the Leasehold
Improvements, including its fixtures, equipment, furnishings,
merchandise, alterations, improvements, and other contents, for the
full replacement value of said items; and (ii) comprehensive general
liability insurance (including contractual liability) which policy is
to be in the minimum amount of $1,000,000.00, and in the minimum
amount of $500,000.00 with respect to property damage. Tenant shall
deliver to Landlord certificates of insurance with copies of each such
policy or duplicate originals of each such policy upon request. Such
policies shall contain a provision that each shall (i) not be
cancelable and shall continue in full force and effect unless Landlord
has received at least 30 days' prior written notice of such
cancellation or termination, and (ii) not be materially changed
without such 30 day's prior written notice to Landlord. All such
insurance shall provide that the insurer shall waive its rights of
recovery by way of subrogation against Landlord, its agents and
employees as required by this Lease, and shall be primary. All
insurance which Tenant is required to obtain and maintain in this
Lease shall be endorsed with a clause substantially as follows: "This
insurance shall not be invalidated should the insured waive in writing
prior to a loss any or all rights of recovery against any party for
loss occurring to the property described herein." This Article VI
shall survive termination of this Lease.
ARTICLE VII
TITLE MATTERS
7.1. Non-Disturbance Agreement. If the Property or Building are subject to
a mortgage, then Landlord shall, within one hundred twenty (120) days of a
written request from Tenant, use good faith efforts to cause to be delivered to
Tenant a Non-Disturbance Agreement duly executed and acknowledged from the
holder of each such mortgage, which Agreement shall expressly recognize Tenant's
rights under this Lease and provide that so long as Tenant is not in default
under this Lease or any amendments thereto, Tenant's possession of the Premises
and its rights and privileges under the Lease or any renewal thereto shall not
be diminished or interfered with by the holder of such mortgage, or its
successors or assigns.
7.2. Subordination of Lease. This Lease and the rights of Tenant hereunder
shall be and are hereby made expressly subject and subordinate at all times to
the lien of any mortgage now or hereafter existing against the Property, and to
all advances made or hereafter to be made upon the security thereof. Tenant
agrees to execute and deliver such further instruments subordinating this Lease
to a mortgage as may be requested in writing by Landlord from time to time,
subject to Tenant receiving the Non-Disturbance Agreement described in Section
7.1 hereof. Tenant agrees that it will, by appropriate instrument, subordinate
this Lease to any future mortgage imposed on the Property. In the event any
proceedings are brought to foreclose any mortgage, Tenant will attorn to the
lessor or the purchaser upon any foreclosure sale and recognize such lessor or
purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver
at any time any instrument to further evidence such attornment as may be
requested in writing by any such lessor or holder of such mortgage and their
successors or assigns.
7.3. Assignment and Subletting. Tenant shall not, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld, (i)
assign, convey, encumber or mortgage this Lease or any interest under this
Lease; (ii) allow any transfer of or lien upon Tenant's interest under this
Lease by operation of law; (iii) sublease all or any portion of the Premises; or
(iv) permit the use or occupancy of the Premises by any party (other than
Tenant, Tenant's affiliates, and their agents, employees, guests, invitees and
licensees); provided, however, Tenant may assign its interest under this Lease
to any 50% or more owned entity, without Landlord consent. No assignment of this
Lease or sublease pursuant to the provisions of this Section 7.3 shall be
effective unless and until the assignee or sublessee shall have executed an
appropriate instrument, in form reasonably satisfactory to Landlord, assuming
all of the obligations of Tenant hereunder to the extent of the Premises
assigned or subleased, and shall have delivered a copy thereof, or an executed
counterpart thereof, to Landlord.
No sublease or assignment of any of Tenant's interest under this Lease,
without Landlord's consent, shall release or discharge Tenant from any
liability, whether past, present or future, under this Lease and Tenant shall
remain fully liable thereunder, provided, however, that permitted assignment
without Landlord consent shall thereupon release Tenant from further liability
hereunder. Tenant shall deliver to Landlord promptly after execution, an
executed copy of each sublease and assignment and any amendment thereto entered
into pursuant to the terms of this Section 7.3. So long as Tenant is not in
default hereunder, Tenant may retain all sublease lease payments. Any purported
assignment or sublease made in violation of this Section 7.3 shall be null and
void.
7.4. Covenant Against Liens. Tenant covenants and agrees not to suffer or
permit any lien of mechanics or materialman to be placed against the Property,
or the Building, or any part thereof arising from work done by or on behalf of
Tenant. If any such lien shall attach to the Property or any part thereof,
Tenant shall immediately pay off and remove the same or if Tenant desires to
contest such lien in a court of competent jurisdiction, and, in Landlord's
reasonable judgment, Landlord's interest in the Property would not be materially
impaired as a result thereof, then, at Landlord's election, Tenant may either
file with Landlord a bond in an amount and with an independent surety
satisfactory to Landlord, or Tenant may furnish a title indemnity with
appropriate security to protect against an exception to title with a title
insurance company designated by Landlord and in such amount and on such terms as
are satisfactory to Landlord and such title insurance company.
7.5. Covenant of Quiet Enjoyment. Landlord covenants and represents that it
has full power and proper authority to execute this Lease and to grant the
rights provided to Tenant hereunder and further covenants that, upon paying the
Rent and keeping the agreements of this Lease on its part to be kept and
performed, Tenant shall have peaceful and quiet possession of the Property and
full enjoyment of all its rights herein granted for the Term of this Lease.
ARTICLE VIII
TRANSFER OF LANDLORD'S INTEREST IN BUILDING AND LEASE
In the event of any permitted sale or other transfer of all or part of the
Property by Landlord or Tenant, then such party shall be entirely freed and
relieved of all agreements and obligations hereunder accruing after the date of
such sale or transfer, provided, such purchaser or transferee shall have assumed
and agreed to perform all agreements and obligations hereunder accruing from and
after the date of such sale or transfer. The holder of a mortgage (or assignment
in connection with a mortgage) shall not be deemed such an assignee, grantee or
purchaser under this Section unless and until the foreclosure of the mortgage or
the conveyance or transfer of Landlord's interest under this Lease in lieu of
foreclosure. This Lease shall not be affected by any such assignment, conveyance
or sale, and Tenant agrees to attorn to the assignee, grantee or purchaser.
Tenant shall have the right to terminate the Term of this Lease upon any sale of
all or substantially all of the assets of Landlord.
ARTICLE IX
OPTION TO RENEW
Tenant may at its option extend the Term of this Lease for two (2)
additional consecutive terms of one (1) year, in like manner and subject to the
same agreements as are contained in this Lease, except that the Rent will
increase. Tenant may exercise said option by giving notice of the exercise
thereof in writing to Landlord not less than four (4) months prior to the
expiration of the Term (or first one-year option Term, as the case may be). In
the event Tenant fails to serve notice of the exercise of its option to renew
this Lease as hereinafter provided, said option shall expire and be of no
further force and effect. In the event Tenant exercises its option to extend the
term of this Lease, the Base Rent which the Tenant shall pay during the extended
Term shall be determined in accordance with the following provisions. As
promptly as practicable, after the end of the initial Term, the Landlord shall
compute the increase, if any, in the cost of living for the preceding Term based
upon the "Revised Consumers' Price Index - Cities (1967 = 100)" (the "index"),
published by the Bureau of Labor Statistics of the United States Department of
Labor. The Landlord shall, within a reasonable time after obtaining the
appropriate data necessary for computing such increase, give the Tenant notice
of any increase so determined, and the Landlord's computation shall be
conclusive and binding (but shall not preclude any adjustments which may be
required in the event of a published amendment to the index figures upon which
the computation was based unless the Tenant shall, within sixty (60) days after
the giving of such notice, notify the Landlord of any claimed error therein).
Any disputes between the parties as to any such computation shall be determined
by arbitration. The Base Rent, as so determined (i.e., the Base Rent at the end
of the initial Term or renewal Term, and the "increase" for the Term) shall be
due and payable to the Landlord in equal monthly installments commencing with
the first month of the extended Term of this Lease (any retroactive payments
then being due and payable within five (5) days after the giving of such
notice), and in the event of any subsequent redetermination of such amount, the
adjustment thus indicated shall be made promptly between Landlord and Tenant. If
publication of the Consumers' Price Index shall be discontinued, the parties
shall accept comparable statistics on the costs of living for the City of
Chicago, as they shall be computed and published by an agency of the United
States or by a responsible financial periodical of recognized authority then to
be selected by the parties or, if the parties cannot agree on a selection, by
arbitration. In the event of (a) use of comparable statistics in place of
Consumers' Price Index, or (b) publication of the index figure at other than
monthly intervals, there shall be made in the method of computation such
revisions as the circumstances may require to carry out the intent of this
article, and any dispute between the parties as to the making of such adjustment
shall be determined by arbitration.
ARTICLE X
OPTION TO PURCHASE
If Tenant has at that time in all respects fulfilled each and every
obligation of Tenant to be performed under this Lease Agreement, Tenant shall
have the sole and exclusive right and option to purchase the Property, at any
time during any Term hereof. Upon exercise of the option, the Lease Term shall
terminate as of the date of closing on the purchase. The purchase option, if it
is to be exercised, must be exercised by the giving of written notice from
Tenant to Landlord at the business address of Landlord herein provided. Said
notice shall call for a closing at or within ninety (90) days from the date of
the notice. The purchase price for the Property to be paid by Tenant to Landlord
shall be $700,000.00. The entire purchase price herein stated shall be paid by
Tenant to Landlord at closing, in cash or other readily available good funds.
Not less than sixty (60) days prior to the date of closing, Landlord shall
provide Tenant with a Phase I Environmental Assessment of the Property,
addressed to Tenant (and its Lender), at Landlord's expense, performed by a firm
reasonably acceptable to Tenant. The Environmental assessment must be
satisfactory to Tenant. In the event the Environmental assessment reveals a
condition which Tenant is unwilling to accept, Tenant shall have the option to
terminate the closing and the purchase. Not less than thirty (30) days prior to
the date of closing, Landlord, at its expense, shall also deliver to Tenant a
title insurance commitment, issued by a title insurance company regularly doing
business in Elkhart County, Indiana, and reasonably acceptable to Tenant,
committing to insure merchantable fee simple title to the Property in the amount
of the purchase price as herein determined, free and clear of easements,
encroachments, liens, covenants, encumbrances, or other defects. Should Tenant
determine defects exist in the title to said real estate, under Elkhart County,
Indiana title standards, Landlord shall remove or remedy said defects within
twenty (20) days. Failure of Landlord to remedy or remove or obtain title
insurance over any of said defects within said period of time shall entitle
Tenant to cancel the closing and purchase, or, at Tenant's option, Tenant may
deduct the costs or expenses of curing such defects from the purchase price, and
accept the Property subject to the same. After closing and delivery of a
Warranty Deed as herein provided, Landlord shall supply Tenant with the paid-up
final title insurance policy from the title commitment aforementioned. At time
of closing, Landlord shall execute and deliver to Tenant its good and sufficient
Warranty Deed conveying the Property in fee simple absolute. Real estate taxes
shall be prorated to date of closing.
ARTICLE XI
GENERAL
11.1. Notices. All notices, waivers, demands, requests or other
communications required or permitted hereunder shall, unless otherwise expressly
provided, be in writing and be deemed to have been properly given, served and
received (a) if delivered by messenger, when delivered, (b) if mailed, on the
third business day after deposit in the United States Mail, certified or
registered, postage prepaid, return receipt requested, with simultaneous
facsimile, confirmed receipt, or (c) if delivered by reputable overnight express
courier, freight prepaid, the next business day after delivery to such courier;
in every case addressed to the party to be notified as follows:
If to Landlord:
Gateway Property Development, LLC
0000 Xxxx Xxxxx
Xxxxx 0X
Xxxxxxx, XX 00000
Attention: Xxx Xxxxxx, President
If to Tenant:
Starcraft Corporation
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
(Fax) 000-0000
Attn: Xxxxxxx X. Xxxxxxxxxx, President
or to such other addresses) as any party entitled to receive notice hereunder
shall designate to the others in the manner provided herein for the service of
notices. Rejection or refusal to accept or inability to deliver because of
changed address or because no notice of changed address was given, shall be
deemed receipt.
11.2. Brokers. Tenant represents and warrants to Landlord that Tenant has
not dealt with any broker or finder in connection with this Lease, and to its
knowledge, no broker or finder initiated or participated in the negotiation of
this Lease, submitted or showed the Premises to Tenant or is entitled to any
commission in connection with this Lease. Tenant hereby indemnities and holds
Landlord harmless from and against any and all claims, damages and expenses
based upon or arising out of any claim by any person with whom it is ultimately
determined that Tenant has dealt in violation of the foregoing representations
and warranties.
11.3. General.
(a) Each of the provisions of this Lease shall extend to and shall, as the
case may require, bind or inure to the benefit, not only of Landlord
and Tenant, but also of their respective heirs, legal representatives,
successors and permitted assigns.
(b) All of the representations, agreements and obligations of Landlord are
contained herein, and no modification, waiver or amendment of this
Lease or of any of its conditions or provisions shall be binding upon
the Landlord unless in writing signed by Landlord.
(c) This Lease shall be governed by and construed in accordance with the
laws of the State of Indiana. If any provision or part of this Lease
or the application thereof to any persons or circumstances shall, to
any extent, be invalid, illegal or unenforceable, the remainder of
this Lease, or the application of such provision or part to persons or
circumstances other than those as to which it is held invalid, illegal
or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforced to the fullest
extent permitted by law.
ARTICLE XII
FORCE MAJEURE
Without limiting or being limited by any of the other provisions of this
Lease, if a party to this Lease fails to perform timely any of the terms,
covenants or conditions of this Lease on its part to be performed, and such
failure is due in whole or in part to any strike, lockout, labor trouble, civil
disorder, riot, insurrection, act of terrorism, war, accident, fire or other
casualty, adverse weather condition, act of God, governmental inaction,
restrictive governmental law or regulation, inability to procure materials,
electricity, gas, or other fuel or water or other utilities at the Building
after reasonable effort to do so, act or event caused directly or indirectly by
or by default of the other party or its employees, agents, licensees, invitees
or contractors, or any cause beyond the reasonable control of a party, then such
party shall not be deemed in default under this Lease as a result of such
failure.
ARTICLE XIII
FORUM
Rights and remedies shall be cumulative, and no one of them shall be
construed as exclusive of any other or of any right or remedy provided by law.
Any dispute, action, or proceeding arising out of this Agreement or the
transactions provided for in it, shall be brought and maintained only in the
following courts of the State of Indiana: federal courts sitting in the Northern
District of the State of Indiana and any State Court sitting in Elkhart County,
to which such sole and exclusive jurisdiction each party irrevocably consents
(both as to subject matter and personal jurisdiction of such courts) and waives
all rights to a trial by jury as to all or any part of any such litigation, and
any right of removal, and any right to change venue or seek preferred venue, or
consolidate with any other actions.
ARTICLE XIV
EARLY TERMINATION
Anything to the contrary contained herein notwithstanding, Tenant may at
its option (if not then in default hereunder) terminate the Term of this Lease
upon not less than sixty (60) days' prior written notice to Landlord of Tenant's
election to relocate its Business from Building, and the effective date thereof,
whereupon Tenant shall have no further liability for Rent accruing thereafter.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed as of date set forth on the cover page to this Lease.
LANDLORD:
GATEWAY PROPERTY DEVELOPMENT, LLC
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx, President
TENANT:
STARCRAFT CORPORATION
By: Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxx, President
EXHIBIT A
DESCRIPTION OF PROPERTY
[GRAPHIC SHOWING PROPERTY LAYOUT OMITTED]
EXHIBIT B
DESCRIPTION OF COMMON AREA
[GRAPHIC SHOWING COMMON AREA OMITTED]
EXHIBIT C
MEMORANDUM OF LEASE (WITH PURCHASE OPTION)
Gateway Property Development, LLC (Landlord) and Starcraft Corporation
(Tenant) have executed a Lease Agreement with a Term of three (3) years
commencing February 15, 2003 and expiring February 14, 2006, with two (2)
one-year options, together with an option to purchase, regarding the subject
real estate described in Exhibit A attached hereto and made part hereof.
Dated this ____ day of April, 2003.
LANDLORD:
GATEWAY PROPERTY
DEVELOPMENT, LLC
By:
------------------------------------
Xxxxxx X. Xxxxxx, President
TENANT:
STARCRAFT CORPORATION
By:
------------------------------------
Xxxxxxx X. Xxxxxxxxxx, President
COUNTY OF ELKHART )
) SS:
STATE OF INDIANA )
Before me, the undersigned, a Notary Public in and for said County and
State, personally appeared Xxxxxx X. Xxxxxx, President of Gateway Property
Development, LLC, who acknowledged the execution of the foregoing Instrument on
the date of its execution set forth above.
WITNESS my hand and Seal this _____ day of ____________, 2003.
My Commission Expires: _________ ______________________, Notary Public
[SEAL]
Resident of _________ County, Indiana
COUNTY OF ELKHART )
)SS:
STATE OF INDIANA )
Before me, the undersigned, a Notary Public in and for said County and
State, personally appeared Xxxxxxx X. Xxxxxxxxxx, President of Starcraft
Corporation, who acknowledged the execution of the foregoing Instrument on the
date of its execution set forth above.
WITNESS my hand and Seal this _____ day of __________________, 2003.
My Commission Expires: _________ ________________________, Notary Public
[SEAL]
Resident of ___________ County, Indiana
This instrument prepared by Xxxx X. Xxxxxxx, XXXXXX & XXXXXXXXX, 000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
