EXHIBIT 10.3
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TRI-PARTY AGREEMENT
(First Amendment to Lease and Purchase and Sale Agreement)
THIS TRI-PARTY AGREEMENT ("Agreement") is entered into as
of July 25, 1997, by and between VACAVILLE INVESTORS ("Landlord"),
XXXXXXX MANUFACTURING CO., INC. ("Buyer") and XXXXXXX DURA-VENT
COMPANY, INC. ("Tenant"), with reference to the following facts:
A. Pursuant to the terms of that certain Industrial Lease
dated May 1, 1994 (the "Lease"), Landlord leased to Tenant the
property located at 000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx (the
"Premises"), as more particularly described in the Lease.
B. The Term of the Lease is scheduled to expire, unless
sooner terminated, on November 30, 2003.
C. The Property contains approximately one acre of "surplus"
land, the exact location of which will be shown on a survey being
prepared by Buyer and reasonably consented to by Landlord (the
"Surplus Land"). Tenant is willing to terminate the Lease with
respect to the Surplus Land and Buyer desires to buy and Landlord
desires to sell the Surplus Land.
D. Landlord, Tenant and Buyer desire to enter into this
Agreement in order to (i) extend the Term of the Lease upon the
terms and conditions set forth herein, (ii) provide for certain
other amendments to the Lease as set forth in this Agreement, and
(iii) provide for Buyer to purchase the Surplus Land.
NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Landlord, Tenant and Buyer hereby
agree as follows (capitalized terms used herein but not herein
defined shall have the meaning ascribed to them in the Lease):
A. LEASE AMENDMENT
1. Extension of the Term. Landlord and Tenant hereby
agree to extend the term of the Lease for an additional four (4)
years so that the Expiration Date of the Lease shall be November
30, 2007, unless sooner terminated pursuant to the terms of the
Lease. From and after the date hereof, all references in the Lease
and this Agreement to the "Term" or "term" shall refer to the Term
as extended hereby, unless the context clearly indicates otherwise.
2. Rent. Sections 3.1 and 3.2 of the Lease are hereby
deleted and replaced with the following:
Tenant shall pay to Landlord during the Term rent in the
amounts set forth below ("Rent"), which sums shall be payable by
Tenant on or before the first day of each month, in advance, at the
address specified for Landlord in the Lease, or such other place as
Landlord shall designate, without any prior demand therefor and
without any abatement, deduction or setoff whatsoever:
December 1, 1997 - November 30, 2001: $.29 per rentable square
foot per month (i.e.,
$36,470 per month)
December 1, 2001 - November 30, 2003: $.30 per rentable square
foot per month (i.e.,
$37,728)
December 1, 2003 - November 30, 2005: $.317 per rentable square
foot per month (i.e.,
$39,866)
December 1, 2005 - November 30, 2007: $.334 per rentable square
foot per month (i.e.,
$42,004)
3. Option to Renew.
a. Notwithstanding any terms of the Lease to the
contrary, Landlord hereby grants Tenant an option to extend the
term of the Lease for one additional period of either five years or
ten years, such term to be determined by Tenant and such term to
commence immediately after the expiration of the term of the Lease,
upon the same terms and conditions contained herein, except that
the Rent for the Premises shall be equal to ninety-five percent
(95%) of the Fair Market Rent for the Premises if Tenant elects a
five year term or ninety percent (90%) of the Fair Market Rent for
the Premises if Tenant elects a ten year term, both subject to
increases as set forth in subparagraph (f) below. Notwithstanding
the foregoing, in no event shall the Rent for the renewal term be
less than ninety-five percent (95%) of the then current Rent for
the Premises if Tenant elects a five year term or ninety percent
(90%) of the then current Rent for the Premises if Tenant elects a
ten year term. The Fair Market Rent shall be determined in the
manner set forth below. Tenant must exercise the option granted
herein on or before November 30, 2006 and in such notice exercising
its option must indicate to Landlord whether it elects a five or
ten year renewal term. If Tenant properly exercises the option
granted herein, references in the Lease to the "term" shall be
deemed to mean the option term unless the context clearly provides
otherwise.
b. If Tenant exercises its option to extend the
term of the Lease, the Rent during the option term shall be
determined in the following manner.
(1) The Fair Market Rent for the renewal term
shall be specified by Landlord in a written notice ("Landlord's
Rent Determination Notice") given to Tenant not less than ninety
(90) days prior to commencement of such renewal term, subject to
Tenant's right of arbitration as set forth below. If Tenant
believes that the Fair Market Rent specified by Landlord in
Landlord's Rent Determination Notice exceeds the actual Fair Market
Rent for the Premises, Tenant shall so notify Landlord ("Tenant's
Objection Notice") within fifteen (15) business days following
receipt of Landlord's Rent Determination Notice. If Tenant fails
to so notify Landlord within said fifteen (15) business days,
Landlord's determination of the Fair Market Rent for the Premises
shall be deemed disapproved by Tenant. If Tenant notifies Landlord
that Tenant objects to Landlord's determination of Fair Market
Rent, and if the parties are unable to agree upon the Fair Market
Rent for the Premises within twenty (20) days after Landlord's
receipt of Tenant's Objection Notice, then Landlord and Tenant
shall each designate, within ten (10) days after the lapse of such
twenty (20) day negotiation period, a real estate broker licensed
in the State of California and then currently engaged in the
industrial leasing brokerage business in Xxxxxx County for at least
the immediately preceding five (5) years. If one party fails to
notify the other of its designated broker, the broker designated on
a timely basis shall be the sole broker to determine the issues.
In the event that two brokers are chosen, the brokers so chosen
shall meet within ten (10) business days after the second broker is
appointed, and if within ten (10) business days after such first
meeting the brokers shall be unable to agree upon the Fair Market
Rent, they shall appoint a third broker, who shall be a competent
and impartial person with qualifications similar to those required
of the first two brokers pursuant to this Paragraph. Each of said
three brokers shall, within fifteen (15) days after the appointment
of the third broker, determine the Fair Market Rent for the
Premises. The Fair Market Rent shall be the arithmetic average of
such three determinations; provided, however, that if any such
broker's determination deviates more than ten percent (10%) from
the median of such determinations, the Fair Market Rent shall be
equal to the average of the two closest determinations.
c. Landlord shall pay the costs and fees of
Landlord's broker in connection with any determination of Fair
Market Rent hereunder, and Tenant shall pay the costs and fees of
Tenant's broker in connection with such determination. The costs
and fees of any third broker shall be paid one-half by Landlord and
one-half by Tenant.
d. If the Fair Market Rent of the Premises has not
been determined as of the commencement of the renewal term, then,
until such Fair Market Rent is determined, Tenant shall continue to
pay as Rent for the Premises the per square foot rental rate in
effect at the time of Landlord's Rent Determination Notice. When
such Fair Market Rent has been determined, if Tenant has underpaid
the Rent applicable for such period, Tenant shall pay such
deficiency to Landlord at the time the next monthly payment of Rent
is due or if Tenant has overpaid such Rent, Landlord shall, at
Landlord's option, credit the amount of such overpayment against
Tenant's payment(s) of Rent next coming due hereunder or pay such
overpayment to Tenant within ten (10) days after Tenant's demand
for payment thereof.
e. The term "Fair Market Rent" for the Premises
shall mean the "fair market" base rent as of the commencement of
the renewal term, based on the prevailing rental rates then being
obtained in arms'-length transactions for new leases and lease
renewals or extensions of comparable space in comparable buildings
in Xxxxxx County ("Comparable Buildings"). Fair Market rent of
Comparable Buildings will consider all characteristics of the
property including the building to land ratio, available power, the
number of skylights, the thickness of concrete floors, the roof
system spans, the quality of lighting, the adequacy of ventilation,
the total amount of office space, the overall quality of
construction, and any unique design characteristics of the
building. An adjustment to the Fair Market Rent of Comparable
Buildings is needed for the above items and other landlord
improvements. The adjustment will be made on the basis of a
reasonable rate of return to the Landlord for those tenant required
improvements that were financed by the Landlord.
f. The Rent payable during the renewal term shall
be adjusted every two years following November 1, 2007 (each two
(2) year date referred to as an "Adjustment Date"). Such rental
adjustments shall be based upon the percentage increase of the
Consumer Price Index For All Urban Consumers, San Francisco-
Oakland-San Xxxx, All Items (1982-1984=100) as published by the
U.S. Bureau of Labor Statistics (the "Index"), over the respective
two year period. The Index published most immediately preceding
the date that is two years prior to the Adjustment Date in question
(the "Beginning Index") and the Index published most immediately
preceding the Adjustment Date in question (the "Adjustment Index")
are to be used in determining the amount of the respective
adjustment. The Rent shall be determined by multiplying the then
current Rent by a fraction, the numerator of which is the
Adjustment Index and the denominator of which is the Beginning
Index. If the 1982-1984 base of the Index is changed, the new base
shall be converted to the 1982-1984 base in accordance with the
U.S. Department of Labor's conversion factor, and the base as so
converted shall be used. If the U.S. Department of Labor ceases to
publish the Index, then the successor index designated by the U.S.
Department of Labor or, if no successor index is so designated, the
most nearly comparable index shall be used.
4. Master Planning. Landlord acknowledges that
Tenant and Buyer are planning on connecting three facilities,
including the Premises, with driveways and utility connections.
Landlord agrees to cooperate with Tenant in such endeavor; and
further agrees not to unreasonably withhold its consent to any
particular plan for such connections.
5. Brokers. Tenant hereby represents and warrants to
Landlord that Tenant has incurred no obligation to pay any person
or entity any commission, finder's fee or other charge in
connection with this Agreement.
6. Option to Purchase.
Landlord hereby grants Tenant an option to purchase the
Premises and the land as more particularly described in Exhibit B
attached hereto (the "Property") on November 30, 2012 (the "Closing
Date"); provided, that the Internal Revenue Service allows for tax
deferred exchanges as of the Closing Date of the type (or the
equivalent) allowed by the Internal Revenue Service as of July
1997. In the event Tenant desires to exercise its option to
purchase the Property, Tenant shall deliver to Landlord written
notice of its intention on or before November 30, 2011, together
with a deposit into an escrow of $500,000, which shall be
refundable only in the event of a default by Landlord. The
purchase price for the Property shall be $6,740,000, all cash.
In addition, in the event that Tenant exercises its
option to purchase as set forth herein, and Tenant had previously
exercised its option to renew the lease as set forth in Section 3
below for a ten year renewal term (and the rent was determined
based upon ninety percent of fair market value), Tenant shall
reimburse to Landlord on the Closing Date, the positive amount
derived, if any, by subtracting the Rent Tenant pays for the ten
year renewal term for the period from the beginning of the renewal
term up to the Closing Date from ninety-five percent of the fair
market rent for a five year renewal term for the period from the
beginning of the renewal term up to the Closing Date.
Landlord and Tenant agree to execute any and all
documents required to transfer the Property to Tenant under the
terms of this option. Landlord agrees that title shall be
transferred free and clear of all monetary liens, except for
current property taxes not yet due and payable, and that title will
be insured by an ALTA owners policy with only those other
exceptions that Tenant approves. All costs and expenses shall be
prorated as of the closing date and Landlord and Tenant shall be
responsible for closing costs in accordance with the custom of the
county in which the Property is located.
In the event that Landlord elects to consummate the
transaction contemplated herein by virtue of an exchange
transaction under Section 1031 of the Internal Revenue Code, Buyer
shall cooperate with Landlord in so effecting Landlord's
consummation of such transaction, subject to the following
conditions:
a. The period for the closing shall not be
extended by such exchange transaction;
b. Buyer shall not take title to any property as
part of any such exchange transaction;
c. Buyer shall not be required to advance any
funds whatsoever or incur any obligation or liability whatsoever in
connection with any such exchange transaction other than the
purchase of the Property;
d. Landlord shall pay all costs and expenses
arising as a consequence of such exchange transaction, including,
without limitation, any attorneys' fees and costs incurred by Buyer
in connection therewith; and
e. Landlord shall indemnify Buyer and hold Buyer
harmless from and against any loss, cost, liability, damage or
expense (including reasonable attorneys' fees and costs) incurred
or suffered by Buyer arising out of or in any way connected with
such exchange transaction.
7. Status of Lease. Except as amended hereby, the
Lease remains unchanged, and as amended hereby, the Lease and all
the terms and conditions thereof remain in full force and effect.
B. PURCHASE AND SALE AGREEMENT
1. Property Included in Sale. Landlord hereby agrees
to sell and convey to Buyer, and Buyer hereby agrees to purchase
from Landlord, the following:
a. the Surplus Land;
b. all rights, privileges and easements
appurtenant to the Surplus Land, including, without limitation, all
minerals, oil, gas and other hydrocarbon substances on and under
the Surplus Land, as well as all development rights and credits,
air rights, solar rights, water, water rights, and water stock
relating to the Surplus Land and any easements, rights-of-way or
other appurtenances used in connection with the beneficial use and
enjoyment of the Surplus Land (all of which are collectively called
the "Appurtenances");
All of the items described in subsections (a) and (b)
above are hereinafter collectively called the "Property."
2. Purchase Price.
a. The purchase price of the Property is $1.61 per
square foot of land on the exact number of square feet determined
by the final survey approved as set forth in Section 1(a) above
(the "Purchase Price").
b. The Purchase Price shall be paid to Landlord in
cash at the closing of the transaction contemplated hereby
("Closing").
3. Title to the Property. At the Closing, Landlord
shall convey to Buyer marketable and insurable fee simple title to
the Real Property, by duly executed and acknowledged grant deed in
a form acceptable to Buyer. Evidence of delivery of marketable and
insurable fee simple title shall be the issuance by Title Company
of an ALTA Owner's Policy of Title Insurance, in the full amount of
the Purchase Price insuring fee simple title to the Real Property,
in Buyer, subject only to those exceptions as Buyer shall approve
pursuant to section 4(a) below. Said policy shall provide full
coverage against mechanics' or materialmen's liens arising out of
the construction of any of the Improvements and shall contain such
special endorsements as Buyer may reasonably require.
4. Conditions to Closing. The following conditions are
conditions precedent to Buyer's obligation to purchase the
Property:
a. Title. Buyer's review and approval of title to
the Property. Buyer shall advise the Landlord within ten (10)
business days after actual receipt of a preliminary title report,
copies of all exceptions and a final survey of the Real Property,
what exceptions to title, if any, will be accepted by Buyer;
provided, however, that Landlord hereby agrees to remove all
monetary liens, encumbrances and judgments of any nature whatsoever
encumbering title to the Property, and Buyer shall not be required
to specifically disapprove any such title exceptions (such title
exceptions being deemed to be disapproved hereby).
b. Subdivision. The final subdivision of the Real
Property so as to allow Landlord to legally convey fee simple title
to Buyer.
5. Closing and Escrow.
a. Closing Date. The Closing hereunder shall be
held and delivery of all items to be made at the Closing under the
terms of this Agreement shall be made at the offices of
____________ ("Title Company") on the date fifteen (15) days after
the satisfaction of all of the conditions set forth in section 4
above (or, if said date falls on a holiday or weekend day, then the
second business day after such holiday or weekend day) (the
"Closing Date"). Such date may not be extended without the written
approval of both Landlord and Buyer, except as otherwise expressly
provided in this Agreement. If the Closing does not occur on or
before the Closing Date, the Title Company as escrow holder shall,
unless it is notified by both parties to the contrary within five
(5) days after the Closing Date, return to the depositor thereof
items which may have been deposited hereunder.
b. Landlord's Documents. At or before the
Closing, Landlord shall deliver to Buyer through escrow the
following:
(1) a duly executed and acknowledged grant
deed conveying to the Buyer the Real Property and all rights,
privileges and easements appurtenant thereto as required by
section 3(a);
(2) an affidavit of Landlord that Landlord is
not a "foreign person" within the meaning of Section 1445 of
the Internal Revenue Code of 1986 (the "Code") duly executed
by Landlord in the form attached hereto as Exhibit B;
(3) a California form 590;
(4) closing statement in form and content
satisfactory to Buyer and Landlord; and
(5) any other documents, instruments or
agreements necessary for the closing of this transaction;
Buyer may waive compliance on Landlord's part under any
of the foregoing items by an instrument in writing.
c. Buyer's Documents and Funds. At or before the
Closing, Buyer shall deliver to Landlord through escrow the
following:
(1) the Purchase Price;
(2) any other documents, instruments or
agreements called for hereunder which have not previously been
delivered.
Landlord may waive compliance on Buyer's part under any
of the foregoing items by an instrument in writing.
d. Other Documents. Landlord and Buyer shall each
deposit such other instruments as are reasonably required by the
escrow holder or otherwise required to close the escrow and
consummate the purchase of the Property in accordance with the
terms hereof.
e. Prorations. Real property taxes, water, sewer
and utility charges, amounts payable under the Service Contracts,
annual permits and/or inspection fees (calculated on the basis of
the period covered), and other expenses normal to the operation and
maintenance of the Property shall be prorated on the basis of a
365-day year as of 12:01 a.m. on the date the grant deed is
recorded. Landlord and Buyer hereby agree that if any of the
aforesaid prorations cannot be calculated accurately on the Closing
Date, then the same shall be calculated within thirty (30) days
after the Closing Date and either party owing the other party a sum
of money based on such subsequent proration(s) shall promptly pay
said sum to the other party, together with interest thereon at the
rate of twelve percent (12%) per annum from the Closing Date to the
date of payment if payment is not made within ten (10) days after
delivery of a xxxx therefor.
f. Expenses. Buyer shall pay the fee for the
policy of title insurance. Buyer shall pay the cost of any
transfer taxes applicable to the sale. Buyer shall pay the charges
of the escrow for the sale as well as the cost of recording the
grant deed to the Property; and Landlord shall pay all costs
relating to the reconveyance or discharge of any lien, encumbrance
or judgment against the Property.
g. Property Taxes. Notwithstanding any other
provision of this Agreement to the contrary, if Buyer shall become
liable after the Closing for payment of any property taxes assessed
against the Property for any period of time prior to the Closing
Date, Landlord shall immediately pay to Buyer on demand an amount
equal to such tax assessment in accordance with subsection 5(e).
6. Representations and Warranties of Landlord.
Landlord hereby represents and warrants to Buyer as follows:
a. Except for the Lease, which is being terminated
with respect to the Surplus Land, Landlord has not executed or
otherwise entered into any leases, tenancies, occupancy agreements
or other agreements with respect to rights affecting possession of
the Property or any portion thereof and there are no such
agreements entered into or executed by any third party.
b. Landlord has not entered into and there are no
service contracts or other agreements affecting the Property.
c. Landlord does not know of any condemnation,
environmental, zoning or other land-use regulation proceedings,
either instituted or planned to be instituted, which would
adversely affect the use and operation of the Property for its
intended purpose or the value of the Property, nor has Landlord
received notice of any special assessment proceedings affecting the
Property.
d. To the best of Landlord's knowledge, there has
been no production, disposal or storage on or under the Real
Property, nor use in the operation or occupancy of any of the
Improvements, of any hazardous waste or other toxic or hazardous
substances by Landlord, nor to the best of Landlord's knowledge, by
any previous owner or previous or current occupant of the Property
or any portion thereof or any property or improvements adjacent to
the Property, and Landlord has not been notified of any proceeding
or inquiry by any governmental authority with respect to the
production, storage, disposal or use of any hazardous waste or
other toxic or hazardous substance on or under the Real Property or
in any of the Improvements or on, under or about any property or
Improvements adjacent to the Property.
e. Landlord is a California limited partnership
duly organized and validly existing and in good standing under the
laws of the State of California and has the authority to own and
convey the Property; this Agreement and all documents executed by
Landlord which are to be delivered to Buyer at the Closing are or
at the time of Closing will be duly authorized, executed, and
delivered by Landlord, are or at the time of Closing will be legal,
valid, and binding obligations of Landlord enforceable in
accordance with their terms, are and at the time of Closing will be
sufficient to convey title (if they purport to do so), and do not
and at the time of Closing will not violate any provisions of any
agreement or judicial order to which Landlord is a party or to
which Landlord or the Property is subject.
f. There is no litigation pending or, after due
and diligent inquiry, to the best of the Landlord's knowledge
threatened, against Landlord or any basis therefor that arises out
of the ownership of the Property or that might detrimentally affect
the proposed use or operation of the Property, or the value of the
Property or adversely affect the ability of Landlord to perform its
obligations under this Agreement.
7. Indemnification. Each party hereby agrees to
indemnify the other party and hold it harmless from and against any
and all claims, demands, liabilities, costs, expenses, penalties,
damages and losses, including, without limitation, reasonable
attorneys' fees, resulting from any misrepresentations or breach of
warranty or breach of covenant made by such party in this Agreement
or in any document, certificate, or exhibit given or delivered to
the other pursuant to or in connection with this Agreement. The
indemnification provisions of this section 8 shall survive beyond
the delivery of the grant deed and transfer of title, or, if title
is not transferred pursuant to this Agreement, beyond any
termination of this Agreement.
8. Possession. Possession of the Property shall be
delivered to Buyer on the Closing Date.
9. Miscellaneous.
a. Notices. Any notice, consent, approval, waiver
or other communication required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly
given when delivered personally or two (2) days after deposited in
the United States mail, certified mail, postage prepaid, return
receipt required, and addressed as follows:
If to Landlord: Vacaville Investors
X.X. Xxx 0000
0000 Xxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xx Xxxxxxxx
If to Buyer: Xxxxxxx Manufacturing Co., Inc.
0000 Xxxxxx Xxxxx, Xxxxx 000
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000-0000
Att'n: Xxxxx Xxxxxx
With a copy to: Shartsis, Xxxxxx & Xxxxxxxx LLP
Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Att'n: Xxxx X. Xxxxxxxx, Esq.
or such other address as either party may from time to time specify
by notice hereunder to the other.
b. Brokers and Finders. Neither party has had any
contact or dealings regarding the Property, or any communication in
connection with the subject matter of this transaction, through any
licensed real estate broker or other person who can claim a right
to a commission or finder's fee as a procuring cause of the sale
contemplated herein.
c. Successors and Assigns. The terms and
provisions of this Agreement shall bind and inure to the benefit of
the parties hereto and their respective successors, heirs,
administrators and assigns. Without being relieved of any
liability under this Agreement, Buyer reserves the right to take
title to the Property in a name or assignee other than Buyer.
d. Amendments. Except as otherwise provided
herein, this Agreement may be amended or modified by, and only by,
a written instrument executed by Landlord and Buyer.
e. Continuation and Survival of Representations
and Warranties. All representations and warranties by the
respective parties herein or made in writing pursuant to this
Agreement are intended to and shall remain true and correct as of
the time of Closing, shall be deemed to be material, and shall
survive the execution and delivery of this Agreement and the
delivery of the grant deed and transfer of title. All statements
contained in any certificate or other instrument delivered at any
time by or on behalf of Landlord in connection with the transaction
contemplated hereby shall constitute representations and warranties
hereunder.
f. Governing Law. This Agreement shall be
governed by and construed and interpreted in accordance with the
laws of the State of California.
g. Merger of Prior Agreements. This Agreement
contains the entire agreement of the parties and supersedes all
prior negotiations, correspondence, understandings and agreements
between the parties, relating to the subject matter hereof.
h. Enforcement. If either party fails to perform
any of its obligations under this Agreement or if a dispute arises
concerning the meaning or interpretation of any provision of this
Agreement, the defaulting party or the party not prevailing in such
dispute, as the case may be, shall pay any and all costs and
expenses incurred by the other party in enforcing or establishing
its rights hereunder, including, without limitation, court costs
and reasonable attorneys' fees.
i. Time of the Essence. Time is of the essence of
this Agreement.
j. Specific Performance. Landlord acknowledges
that in the event of a breach or default or threatened breach or
default under this Agreement by Landlord prior to the Closing,
damages at law will be an inadequate remedy and, accordingly,
without in any manner limiting any other remedies available to
Buyer, Landlord's obligations under this Agreement may be enforced
by specific performance.
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Agreement as of the date first set forth above.
VACAVILLE INVESTORS
By: /s/Xx Xxxxxxxx
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Xx Xxxxxxxx
Its: Managing Partner
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XXXXXXX MANUFACTURING CO., INC.
By: /s/Xxxxx Xxxxxx
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Its: CFO
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XXXXXXX DURA-VENT COMPANY, INC.
By: /s/Xxxxx Xxxxxx
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Its: CFO
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