LEASE
THIS AGREEMENT, made this 30 day of January, 1998, by and between
Lakewood Marine International, Ltd., a North Carolina corporation, hereinafter
called "Landlord," and Marine America, Inc., a Florida corporation, hereinafter
called "Tenant."
1. PREMISES
a. Landlord leases and demises to Tenant for the purpose of
operating a new and used boat sales and service business, and such retail and
professional uses as are not inconsistent with the zoning for the Demised
Premises, and for no other purpose without Landlord's prior written consent and
Tenant hereby leases and rents from Landlord the following described premises,
hereinafter sometimes referred to as the "Demised Premises," located in Xxxxxx
County, North Carolina, and more particularly described on Exhibit "A" attached
hereto and made a part hereof, together with all incidental rights and
privileges in and about the Demised Premises as may be necessary or convenient
to Tenant's business.
b. The above-described Demised Premises includes all
buildings, structures and other improvements constructed and to be constructed
thereon, and all easements, rights and appurtenances thereto.
2. TERM OF LEASE
a. The term and duration of this lease shall be for a five (5)
year term commencing from the commencement date herein provided.
b. Tenant is hereby granted the option to extend the original
term of this Lease for a five (5) year term on the terms and conditions set
forth herein and a rent to be agreed upon by the parties. To exercise such
option, Tenant must notify Landlord in writing not less than one hundred twenty
(120) days prior to the expiration of the original term or the preceding option
period, as the case may be.
c. The commencement date shall be the date of Closing as that
term is defined in that certain Agreement for Purchase and Sale between Lakewood
Marine International, Ltd. and Marine America, Inc., dated January 15, 1998. No
rent till March 1, 1998 - Rental payments shall commence 3/1/98.
3. RENT
a. Tenant's liability for rent shall commence to accrue on the
commencement date as defined in paragraph 2(c) above, provided that this lease
has not been terminated prior thereto. Rent is payable in advance. If the
Commencement Date begins on a date other than the
1
first of the month, the rent for such partial initial month shall be prorated,
added to and paid with the rent due and payable on the first day of the first
full calendar month of the term hereof. The monthly rent to be paid by Tenant to
Landlord shall be Six Thousand and No/100 Dollars ($6,000.00). Such rental shall
be payable on the first day of each calendar month during the term hereof.
b. All payments of rent hereunder shall be made to Landlord as
the same become due in lawful money of the United States, at such places as
hereinafter may be designated. Nothing contained in this lease shall be
construed to be or create a partnership or joint venture between Landlord and
Tenant.
c. Landlord shall be responsible for the payment of real
estate taxes assessed against the Demised Premises. In no event shall Tenant be
liable for payment of any income, estate or inheritance taxes imposed upon the
Landlord or the estate of the Landlord with respect to the Demised Premises. In
the event of any special assessment with respect to the Demised Premises levied
during the term of this Lease, the Tenant shall have no obligation with respect
to payment of such assessment and Landlord shall be obligated to pay same.
Notwithstanding the foregoing, Tenant shall be responsible for the payment of
real estate taxes and other special assessments against the Demised Premises for
any fiscal year(s) in which Tenant's gross sales revenues (defined as revenues
from all business activities on the Demised Premises including, but not limited
to, revenues from service, repair, arranging of financing, sales of boats,
motors, accessories and trailers, but not including retail sales tax collected)
exceeds Four Million Dollars ($4,000,000.00).
4. CONSTRUCTION OF IMPROVEMENTS AND REPAIRS
a. Tenant shall be permitted to install and use on and about
the Demised Premises all such buildings, additions to buildings, equipment,
exterior and interior signs, trade fixtures, and other personal property, and
make such alterations and improvements in and about the Demised Premises as it
may desire, with the prior approval of Landlord, whose consent shall not be
unreasonably withheld.
b. Landlord shall maintain the Demised Premises in good
structural condition and repair, shall make all structural repairs and
replacements necessitated to the roof, foundation, walls, and other structural
elements of the Demised Premises by any cause other than Tenant's negligence,
and shall make all repairs or replacements necessitated by any peril covered by
a Standard Fire and Extended Coverage insurance policy to the extent of the
proceeds received from such insurance policy, whether or not caused by Tenant's
negligence.
c. Tenant may, with Landlord's written consent, which consent
shall not be unreasonably withhold, make-alterations, additions and improvements
to the Demised Premises from time to time during the term of this lease and
shall have the right to erect and install such other or additional improvements,
signs and equipment on the Demised Premises as Tenant may deem desirable for
conducting its business thereon or for such other business as Tenant may deem
2
advisable consistent with the permissible uses as provided in Section 1 above.
Tenant hereby agrees to make certain improvements to the Demised Premises up to
a maximum of Fifteen Thousand Dollars ($15,000.00) in cost and receive an
allowance for such improvements from Landlord through a rental offset. The
allowance is to be used for fencing and other land and building improvements as
reasonably determined by Tenant. Actual paid invoices for work performed must be
provided by Tenant before deductions are made from the rent due.
5. TIME OF THE ESSENCE
It is agreed that time is of the essence in respect to the provisions
contained in this lease.
6. DELIVERY OF POSSESSION
The Landlord shall deliver possession of the Demised Premises
to the Tenant at the beginning of the lease term provided, however, that if the
Landlord cannot deliver possession of the leased property on the commencement
date, the Tenant shall be entitled to terminate this lease.
7. COVENANT OF QUIET ENJOYMENT
The Tenant, upon the payment of the rent herein reserved and
upon the performance of all of the terms of this lease, shall at all times
during the lease term and during any extension or renewal term peaceably and
quietly enjoy the Demised Premises without any disturbance from the Landlord or
from any other person claiming through the Landlord.
8. TERMINATION
The Tenant shall vacate the~Demised Premises in the good order
and repair in which such premises are at the time of commencement of the term
hereof, ordinary wear and tear, depreciation, damage and loss from the elements,
loss covered by insurance, and other occurrences beyond the reasonable control
of Tenant excepted. The Tenant may at any time, provided that Tenant is not in
default hereunder, prior to or upon the termination of this lease or any renewal
or extension thereof remove from the Demised Premises all materials, equipment
and property of every other sort or nature the cost of which was paid for by the
Tenant, provided that such property is removed without substantial injury to the
Demised Premises and that Tenant repairs any damage to the Buildings resulting
from such removal. No injury shall be considered substantial if it is promptly
corrected by restoration to the condition prior to the installation of such
property, if so requested by the Landlord.
9. INSURANCE
a. The Landlord shall, at its sole cost and expense, cause to
be placed in effect immediately upon commencement of the term of this lease, and
shall maintain in full force and
3
effect during said term (i) fire and extended coverage insurance covering all
improvements and structures on the Demised Premises on a full replacement cost
basis, insuring all risks of direct physical loss, and excluding unusual perils
such as nuclear attack, earth movement, civil disturbance, riot, flood
4
and war, with deductibles or self insurance consistent with insurance industry
practices. Tenant shall, at its sole cost and expense, cause to be placed in
effect upon commencement of the term of the Lease, and shall maintain in full
force and effect during said term, insurance for improvements, contents,
furniture, fixtures and inventory, as well as liability insurance consistent
with normal boat dealer insurance industry practices. Tenant shall not cause or
allow any condition to maintain upon the Demised Premises which would result in
Landlords s insurance obligation for insurance provided under this paragraph to
be at other than standard rates for a full-service marine dealership.
b. The Landlord and Tenant shall deliver to the other party a
duplicate original of each such policy, or in lieu thereof, a certificate issued
by the carrier. Each such policy or certificate shall provide that the same
shall not be canceled without at least thirty (30) days prior written notice to
Landlord, and shall name Landlord and any mortgagee as an additional insured
thereunder.
10. UTILITIES
The Tenant agrees to pay for all water, fuel, gas, oil, heat, electricity,
power, materials, and services which may be used by Tenant.
11. CONDEMNATION
In the event any portion or the whole of the Demised Premises
is taken or condemned by any competent authority for any public or quasi-public
use or purpose during the term of this lease, Tenant has the option to terminate
this Lease Agreement. Tenant reserves unto itself the right to prosecute its
claim for an award based upon its leasehold interest for such taking, without
impairing any rights of Landlord for the taking.
12. ASSIGNMENT AND SUBLEASING
Tenant may assign this Lease or let or sublet the whole or any
part of the Demised Premises to a party affiliated with Tenant without
Landlord's prior written consent. Tenant may not assign this Lease or let or
sublet the whole or any part of the Demised Premises to a party not affiliated
with Tenant without Landlord's prior written consent.
13. OPTION TO PURCHASE
In consideration of the amounts payable hereunder during the
initial term hereof, the Landlord and Tenant agree as-follows:
x. Xxxxx of Option.-- Landlord hereby grants unto Tenant the
exclusive right to purchase the property set forth on Exhibit "A" hereto (the
"Property"), so long as Tenant is not in default under this Lease, on the terms
and conditions set forth below.
5
b. Exercise of Option. If the Tenant elects to exercise the
option granted herein, it shall furnish at least thirty (30) days advance
written notice to Landlord.
c. Purchase Price and Method of Payment. In the event Tenant
elects to purchase the Property, the purchase price to be paid by the Tenant to
the Landlord shall be Four Hundred Fifty Thousand and No/100 Dollars
($450,000.00), provided the Tenant elects to purchase the Demised Premises
within two (2) years of the commencement of this Lease. In the event Tenant
elects to purchase the Property after two (2) years from the commencement of
this Lease, the purchase price shall be the fair market value of the Property,
as determined by an MM appraiser. The purchase price shall be paid to the
Landlord at the time of closing by cash, certified check, or by wire transfer of
funds.
d. Survey. At any time while this Lease is in effect, Tenant
may have the Property surveyed at Tenant's sole cost and expense. Landlord
agrees to deliver a copy of any surveys in Landlord's possession upon request by
Tenant.
e. Expenses. Proration and Conveyance. '-- The Landlord shall
pay for tax stamps and stamps on the Deed. At Closing Tenant shall deliver the
cash required to close and Landlord shall convey title to Tenant by General
Warranty Deed. Tenant shall pay other closing costs, including costs for title
insurance and for recording the deed. Real estate taxes shall be prorated as of
date of the Closing.
f. Representation of Ownership.-- The Landlord covenants that
Landlord is the fee simple owner of the Property subject to no liens or
encumbrances of any type, with the exception of a Deed of Trust which shall be
paid off at or prior to the Closing.
g. Closing Date. This Option shall be closed at the offices of
Landlord's attorney not later than one hundred twenty (120) days after notice of
exercise.
h. Closing Procedure. At the Closing, the parties shall
deliver the following duly executed documents and funds:
By Landlord:
(1) A statutory warranty deed conveying fee simple title to the Property to
Tenant.
(2) A no-lien affidavit in a form satisfactory to Tenant's attorney.
(3) Such other instruments and documents provided in this Option and
6
as may be reasonably required in order to consummate the transaction herein
contemplated.
ii. By Tenant:
(1) A certified check or a cashier's check payable to the order of Landlord
for the cash to close or a wire transfer of said funds to a bank account
designated by Landlord.
14. HOLDING OVER
In the event Tenant continues to occupy the Demised Premises after the last
day of the term hereby created, or after the last day of any extension of said
term, and the Landlord elects to accept rent thereafter, a tenancy from month to
month only shall be created and not for any longer period.
15. DESTRUCTION OF PREMISES
In the event of a total or partial destruction of the Buildings or related
improvements to be located on the Demised Premises during said term from any
cause, both Landlord and Tenant have the option to terminate this Lease.
16. WAIVER OF SUBROGATION
Landlord and Tenant do hereby waive any and all claims against the other
for damage to or destruction of any improvements upon the Demised Premises
(whether or not resulting from the negligence of Tenant) which is covered by
insurance which Landlord and Tenant are obligated to carry under the terms of
this lease; provided, however, that this waiver shall not be applicable if it
has the effect of invalidating the Landlord's or Tenant's insurance coverage.
17. PERSONAL PROPERTY
Landlord agrees in the future to furnish the Tenant, upon request, such
Landlord's Waiver or Mortgagee's Waiver or similar document as may be reasonably
required by an institutional lender or equipment lessor in connection with the
Tenant's acquisition or financing respecting personal property, equipment,
furniture and fixtures provided such documents do not obligate the Landlord or
the Demised Premises. The Tenant shall have the right to remove same at the
termination of this lease provided it is not in Default, and shall be obligated
to repair any damage caused by removal.
18. DEFAULT BY TENANT AND REMEDIES
18.1 The following events shall be deemed to be~events of default by-Tenant
under this lease:
7
(1) Tenant shall fail to pay any installment of rental or any other amount
payable to Landlord as herein provided and such failure shall continue for a
period often (10) days.
(2) Tenant shall fail to comply with any term, provision or covenant of
this lease, other than the payment of rental or any other amount payable to
Landlord and shall not cure such failure within thirty (30) days after written
notice thereof to Tenant.
(3) Tenant or any guarantor of Tenant's obligations under this lease shall
become insolvent, or shall make a transfer in fraud of creditors, or shall make
an assignment for the benefit of creditors.
(4) Tenant or any guarantor of Tenant's obligations under this lease shall
file a petition under any section or chapter of the National Bankruptcy Act, as
amended, or under any similar law or statute of the United States or any State
thereof; or Tenant or any guarantor of Tenant's obligations under this lease
shall be adjudged bankrupt or insolvent in proceedings filed against Tenant or
any guarantor of Tenant's obligations under this lease.
(5) A receiver or Trustee shall be appointed for all Premises or for all or
substantially all of the assets of Tenant or any guarantor of Tenant's
obligations under this lease.
(6) Tenant shall desert or vacate any portion of the Premises.
(7) Tenant shall do or permit to be done anything which creates a lien upon
the Premises.
(8) The business operated by Tenant shall be closed for failure to pay any
State sales tax as required or for any other reason.
Upon the occurrence of any such event of default, Landlord shall have the option
to pursue any one or more of the following remedies without any notice or demand
whatsoever:
a. Terminate this lease in which event Tenant shall
immediately surrender the Premises to Landlord, and if Tenant fails to do so,
Landlord may, without prejudice to any other remedy which Landlord may have for
possession or arrearage in rental, enter upon and take possession of the
Premises and expel or remove Tenant and any other person who may be occupying
said premises or any part thereof, by force if necessary, without being liable
for prosecution or any claim of damages thereof.
b. Enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying said premises or any
part thereof, by force if necessary, without being liable for prosecution or any
claim for damages therefor with or without having terminated the lease.
8
c. Do whatever Tenant is obligated to do under the terms of
this lease (and enter upon the Premises in connection therewith if necessary)
without being liable for prosecution or any claim for damages therefor, and
Tenant agrees to reimburse Landlord on demand for any expense which Landlord may
incur in thus effecting compliance with Tenant's obligations under this lease,
plus interest thereon at the lessor of the highest rate permitted by law or
eighteen percent (18%) per annum, and Tenant further agrees that Landlord shall
not be liable for any damages resulting to the Tenant from such action.
d. Alter all locks and other security devices at the Premises
without terminating this lease.
18.2 Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender of
the Premises by Tenant, whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of
Landlord and Tenant. No such alteration of locks or other security devices and
no removal or other exercise of dominion by Landlord over the property of Tenant
or others at the Premises shall be deemed unauthorized or constitute a
conversion, Tenant hereby consenting, after any event of default, to the
aforesaid exercise of dominion over Tenant's property within the Premises. All
claims for damages by reason of such re-entry and/or repossession and/or
alteration of locks or other security devices are hereby waived, as are all
claims for damages by reason of any distress warrant, forcible detainer
proceedings, sequestration proceedings or other legal process. Tenant agrees
that any re-entry by Landlord may be pursuant to judgment obtained in forcible
detainer proceedings or other legal proceedings or without the necessity for any
legal proceedings, as Landlord may elect, and Landlord shall not be liable in
trespass or otherwise.
18.3 In the event Landlord elects to terminate the lease by reason of
an event of default, then notwithstanding such termination, Tenant shall be
liable for and shall pay to Landlord at the address specified for notice to
Landlord herein the sum of all rental and other amounts payable to Landlord
pursuant to the terms of this lease which have accrued to date of such
termination.
18.4 In the event of any default by Landlord, Tenant will give Landlord
written notice specifying such default with particularly, and Landlord shall
thereupon have thirty (30) days (or such longer period as may be required in the
exercise of due diligence) in which to cure any such default. Unless and until
Landlord fails to so cure any default after such notice, Tenant shall not have
any remedy or cause of action by reason thereof.
19. ESTOPPELS
Landlord and Tenant do each hereby agree at any time and from
time to time that within not more than ten (10) days after written request by
the other, to execute, acknowledge and deliver to Landlord a written statement
in such form as may be required by a potential or existing lender or buyer
certifying that its lease is unmodified and in full force and effect (or, if
there have
9
been modifications, that the same are in full force and effect as modified and
stating the modifications) and the dates to which the rent and other charges
have been paid in advance, if any, it being intended that any such statement may
be relied upon by any prospective purchaser of the fee or mortgage or assignee
of any mortgage upon the fee of the Demised Premises.
20. ACCESS
Landlord hereby represents and warrants to Tenant that the
character, materials, design, construction and location of the improvements on
the Demised Premises, are in full compliance with all applicable building and
zoning laws and ordinances. Landlord further hereby represents and warrants to
Tenant that Tenant will have the unrestricted right, subject to deed
restrictions, and applicable governmental regulations, to place upon the Demised
Premises at the locations now in use a sign of a type selected by Tenant, and to
use all parking areas and all driveways and means of access to public roads and
adjoining rights-of-way.
21. LATE CHARGES
In the event Tenant fails to pay to Landlord when due any
installment of rental or other sum to be paid to Landlord which may become due
hereunder, Landlord will incur additional expenses in an amount not readily
ascertainable and which has not been elsewhere provided for between Landlord and
Tenant. If Tenant should fail to pay to Landlord when due any installment of
rental or other sum to be paid hereunder, Tenant will pay Landlord on demand a
late charge equal to the greater of (i) $100.00, or (ii) ten percent (10%) of
the past due amount. Failure to pay such late charge upon demand therefor shall
be an event of default hereunder. Provision for such late charge shall be in
addition to all other rights and remedies available to Landlord hereunder or at
law or in equity and shall not be construed as liquidated damages or limiting
Landlord's remedies in any manner.
22. ENTRY AND INSPECTION
The Tenant shall permit Landlord and its agents to enter the
Demised Premises at all reasonable times for any of the following purposes: to
inspect the same; to maintain the building in which the said Demised Premises
are located; to make such repairs to the Demised Premises as the Landlord is
obligated or may elect to make; to post notices of nonresponsibility for
alterations or additions or repairs.
23. NOTICES
All notices to be given to the Tenant shall be in writing,
deposited in the United States mail, certified or registered, return receipt
requested or by hand delivery or overnight courier service, with postage
prepaid, and addressed to the Tenant at 0000 00xx Xxxxxx, Xxxxxxx, Xxxxxxx
00000, Attn: with a copy to J. Xxxxxxx Xxxxxxxxx, Esq., Xxxxxx & Xxxxx, LLP, 00
Xxxxx Xxxxxx Xxx., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000-0000. Notices by the
Tenant to Landlord shall
10
be in writing, deposited in the United States mail, certified or registered,
return receipt requested, with postage prepaid, and addressed to the Landlord at
,Attn:., with a copy to Xxxxxxx X. Xxxxxxxxx, 301 5. XxXxxxxx Xxxxxx, #000,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000. Notices shall be deemed delivered the day after
same are deposited in the United States mail or when delivered, as above
provided. Change of address by either party must be by notice given to the other
in the same manner as above specified.
24. LICENSING
The Landlord agrees upon request by Tenant to sign promptly
and without charge therefore to the Tenant, any application for occupational
licenses, permits, zoning, and building and other permits as may be required by
the Tenant for the conduct and operation of the business herein authorized or
for the proper use of the Demised Premises, and Landlord shall execute all such
petitions, requests and the like as Tenant shall reasonably request for such
purposes.
25. FORCE MAJEURE
Landlord or Tenant shall be excused for the period of any
delay in the performance of any obligation hereunder when prevented from so
doing by a cause or causes beyond its control, including, without limitation,
all labor disputes, civil commotion, war, war-like operations, invasion,
rebellion, hostilities, military or usurped power, sabotage, governmental
regulations or controls, fire or other casualty, inability to obtain any
material, services or financing, or through acts of God.
26. SUCCESSORS AND ASSIGNS
The covenants, terms, conditions, provisions, and undertakings
in this lease or in any renewals thereof shall extend to and be binding upon the
heirs, executors, administrators, successors, and assigns of the respective
parties hereto, as if they were in every case named and expressed, and shall be
construed as covenants running with the land; and wherever reference is made to
either of the parties hereto, it shall be held to include and apply also to the
heirs, executors, administrators, successors, and assigns of such party, as if
in each and every case so expressed.
27. DECLARATION OF GOVERNING LAW
This lease shall be governed by, construed and enforced in
accordance with the laws of the State of North Carolina.
28. GRAMMATICAL USAGE
In construing this lease, feminine or neuter pronouns shall be
substituted for those masculine in form and vice versa, and plural terms shall
be substituted for singular and singular for
11
plural in any place in which the context so requires.
29. ADDITIONAL INSTRUMENTS
12
The parties agree to execute and deliver any instruments in
writing necessary to carry out any agreement, term, condition, or assurance in
this lease whenever occasion shall arise and request for such instruments shall
be made.
30. MARGINAL NOTES
The captions and marginal notes of this lease are inserted
only as a matter of convenience and for reference and in no way define, limit,
or describe the scope or intent of this lease, nor in any way affect this lease.
31. ENTIRE AGREEMENT
This lease, together with any written agreements which shall
have been executed simultaneously herewith, contains the entire agreement and
understanding between the parties. There are no oral understandings, terms, or
conditions, and neither party has relied upon any representation, express or
implied, not contained in this lease or the simultaneous writings heretofore
referred to. All prior understandings, terms, or conditions are deemed merged in
this lease.
32. MODIFICATION
This lease may not be changed orally, but only by an agreement
in writing and signed by the party against whom enforcement of any waiver,
change, modifications, or discharge is sought.
33. SEVERABILITY
If any provision of this lease shall be declared invalid or
unenforceable, the remainder of the lease shall continue in full force and
effect.
34. ATTORNEYS' FEES.
In the event that it becomes necessary for either party to
bring suit to enforce the terms of this lease, then the prevailing party shall
be entitled to recover all costs, including reasonable attorneys' fees, against
the non-prevailing party.
35. CONSTRUCTION
Landlord and Tenant hereby acknowledge that each has
participated equally in the drafting of this lease and, accordingly, no court
construing this lease shall construe it more stringently against one party than
the other.
36. HOLD HARMLESS
13
Landlord shall indemnify, defend and hold Tenant harmless from
any and all claims, liabilities, damages, costs and expenses, including
attorneys' fees, which Tenant may suffer or incur, arising out of or in
connection with any of Landlord's obligations under this Lease. Landlord shall
not be obligated to indemnify Tenant and hold it harmless from liability arising
from Tenant's own negligence or willful misconduct. Landlord further agrees that
in the case of any claim, action, demand, action or cause of action, with
respect to any claim indemnified herein against Tenant, then Landlord, upon
notice from Tenant, shall defend Tenant at Landlord's expense by counsel
satisfactory to Tenant. In the event Landlord does not provide such a defense
against any and all claims, demand, actions or causes of action, threatened or
actual, then Landlord shall, in addition to the above, pay Tenant the attorneys'
fees, legal expenses and costs incurred by Tenant in providing or preparing such
defense, and Landlord agrees to cooperate with Tenant in such defense,
including, but not limited to, the providing of affidavits and testimony upon
request of Tenant.
IN WITNESS WHEREOF, the parties have executed this lease as of the day
and year first above written.
Witnesses: Tenant:
Marine America, Inc., a Florida corporation
By:
Marine America, Inc.,a Florida corporation Print Name:
Title:
Witnesses: Landlord:
Lakewood Marine International, Ltd., a
North Carolina corporation
By:
Print Name:
Its:
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 30th day of
January, 1998, by Xxxxxx Xxxx, as V. President of Marine America, Inc., on
behalf of the corporation, who is personally known to me or who has produced ?
0626490730600 as identification and who did (did not) take an oath.
(Signature)
(Printed name)
NOTARY PUBLIC - STATE OF FLORIDA
SERIAL NO.:
PROVINCE ALBERTA
CANADA
The foregoing instrument was acknowledged before me this 2 day of February,
1998, by , as President of Lakewood Marine Internationals Ltd., on behalf of the
corporation, who is personally known to me or who has produced As identification
and who did (did not) take an oath.
(Signature)
(Printed name)
NOTARY PUBLIC - STATE OF
SERIAL NO.:
14
Exhibit "A"
Legal Description of "Demised Premises"
15
AFFIDAVIT VERIFYING CORPORATE
SIGNING AUTHORITY
CANADA ] I, Xxxxxx Xxxxxxx, of the City of
PROVINCE OF ALBERTA ] Calgary, in the Province of Alberta
TO WIT: ]
] MAKE OATH AND SAY:
1. THAT I am an officer and director of Lakewood Marine International Ltd.
named in the within or annexed instrument.
2. THAT I am authorized by the corporation to execute the instrument
without affixing a corporate seal.
Sworn before me at the City of ]
Calgary, in the Province of ]
Alberta, this 2nd day of ]
February, A.D. 1998. ] Xxxxxx Xxxxxxx
]
]
]
Xxxxxxxx Xxxxxxxxxxxx
Barrister & Solicitor
Misc\lea
16
January 30, 1998
Lakewood Marine International Ltd.
RE: Side Letter Agreement to Lease
Ladies and Gentlemen:
Reference is made to that certain Lease Agreement dated January 30,
1998 by and between Lakewood Marine International, Ltd., a North Carolina
corporation, as Landlord, and Marine America, Inc., a Florida corporation, as
Tenant. The Lease Agreement relates to the operation of a new and used boat
sales and service business located in Xxxxxx County, North Carolina. The parties
execute this document subsequent to the Lease Agreement and hereby agree to
supplement and, to the extent inconsistent, supersede and modify the Lease
Agreement. Capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to them in the Lease Agreement.
The Tenant is hereby granted the option to cancel the Lease Agreement
at any time after 12 months from the commencement date of the Lease upon 60 days
prior written notice to the Landlord.
If the foregoing accurately reflects our understanding, please
acknowledge our agreement by signing this letter agreement in the space
indicated below.
Very truly yours,
Marine America, Inc.
By:
Print Name:
Its:
APPROVED:
LAKEWOOD MARINE INTERNATIONAL, LTD.,
a North Carolina Corporation
17
By:
Its:
MEMORANDUM OF LEASE AND OPTION TO PURCHASE
STATE OF NORTH CAROLINA
COUNTY OF GASTON
LAKE WOOD MARINE INTERNATIONAL, LTD., a North Carolina corporation,
having an address of 0000 Xxxxxxxxx Xxxx Xxxxxxx X.X. (the"Landlord"), hereby
leases to MARINE AMERICA, INC., a Florida corporation having an address of 0000
00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (the "Tenant"), for a term beginning the
_____ day of__________ ______ 1998 and continuing for a maximum period of five
(5 ) years, including extensions and renewals, if any, that certain parcel of
land and improvements located thereon, described in Exhibit "A" attached hereto
and made a part hereof (the "Property").
There exists an option to purchase with respect to the Property, in
favor of the Tenant which expires the 30 day of January, 2002, the terms and
conditions of which option are contained in a written Lease Agreement between
Landlord and Tenant dated January 30, 1998 (the "Lease"), the terms and
conditions of which Lease are hereby incorporated in this Memorandum of Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Memorandum of
Lease and Option to Purchase to be duly executed under seal, as of the 30 day of
January, 1998.
ATTEST: LAKEWOOD MARINE
INTERNATIONAL, LTD., a North Carolina
corporation
(Asst.) Secretary
(Corporate Seal)
MARINE AMERICA, INC., a Florida
corporation
ATTEST:
18
(Asst.) Secretary
(Corporate Seal)
19
PROVINCE OF ALBERTA
CANADA
I, a Notary Public of the Provence of Alberta, Canada aforesaid,
do hereby certify that , personally came before me this day and
acknowledged that he/she is the President of
LAKEWOOD MARINE INTERNATIONAL, LTD., a North Carolina corporation, and that by
authority duly given and as the act of the corporation, the foregoing instrument
was signed in its name by its President, sealed with its corporate seal and
attested by him/herself as its President, Witness my hand and official stamp or
seal, this the 2 day of February, 1998.
Notary Public
My Commission Expires:
(Affix Notarial Seal)
STATE OF FLORIDA
COUNTY OF ORANGE
I, a Notary Public of the County and State aforesaid, do hereby certify
that Xxxxxx Xxxx personally came before me this day and acknowledged that he/she
is the - ________________________ Secretary of MARINE AMERICA, INC., a Florida
corporation, and that by authority duly given and as the act of the corporation,
the foregoing instrument was signed in its name by its
__________________________ President, sealed with its corporate seal and
attested by him/herself as its _______________ Secretary. Witness my hand and
official stamp or seal, this the 30 day of January, 1998.
Notary Public
My Commission Expires:
(Affix Notarial - Seal)
20
EXHIBIT "A"
TO
MEMORANDUM OF LEASE
AND
OPTION TO PURCHASE
LEGAL DESCRIPTION
21
AFFIDAVIT VERIFYING CORPORATE
SIGNING AUTHORITY
CANADA ] I, Xxxxxx Xxxxxxx, of the City of
PROVINCE OF ALBERTA ] Calgary, in the Province of Alberta
TO WIT: ]
] MAKE OATH AND SAY:
1. THAT I am an officer and director of Lakewood Marine International Ltd.
named in the within or annexed instrument.
2. THAT I am authorized by the corporation to execute the instrument
without affixing a corporate seal.
Sworn before me at the City of ]
Calgary, in the Province of ]
Alberta, this 2nd day of ]
February, A.D. 1998. ] Xxxxxx Xxxxxxx
]
]
]
Xxxxxxxx Xxxxxxxxxxxx
Barrister & Solicitor
22