Exhibit 10.5
LEASE WITH OPTION TO PURCHASE
-----------------------------
This Lease with Option to Purchase entered into in Paris, Illinois, this
12th day of July, 1996, by and between Xxxxx County Bank & Trust Company as
Trustee for Trust No. 455-232, under Trust Agreement dated August 24, 1988 and
Xxxxx Xxxxxxx of Paris, Illinois, the beneficiary of such trust (Trustee and Xx.
Xxxxxxx are hereinafter collectively referred to as the "Lessor"), and The GSI
Group, Inc., a Delaware corporation, of Assumption, Illinois ("Lessee").
1. Lessor hereby leases to the Lessee, and the Lessee hereby leases from
the Lessor, approximately 6 acres located approximately five (5) miles north of
Paris, Illinois at Rural Xxxxx 0, Xxx 000 together with the existing building
and improvements located thereon, containing approximately 36,000 square feet,
and all other appurtenances, rights, privileges and easements thereto belonging
and, hereinafter referred to as the "premises". A legal description of the
premises is attached hereto as Exhibit A.
2. The initial term of this Lease is twelve (12) months, commencing on
the date hereof. Lessee shall have the option to extend the term of this Lease
for up to an additional twelve (12) months after the expiration of the initial
term by providing Lessor with written notice of its intent to exercise such
option at least thirty (30) days prior to expiration of the initial term. Upon
expiration or earlier termination of this Lease, unless Lessee has exercised its
purchase option, Lessee will surrender the premises in as good order and
condition as when received, reasonable wear and tear, alterations permitted by
Lessor, damage from the elements, fire, acts of God, or other casualty excepted.
3. Lessee agrees to use and occupy the premises for the purpose of
storing property related to its business and conducting a manufacturing
business, or any other uses associated therewith. Lessee shall not, at any
time, use the premises for manufacturing, storing or selling intoxicating liquor
(including, without limitation, beer and wine). Lessee agrees to keep the
premises in a clean and orderly condition and to arrange and pay for the
removal, on a regular basis, of all trash, garbage, and similar items generated
by Lessee.
4. Lessee agrees to pay to Lessor as rent for the premises the sum of Two
Thousand, Five Hundred Dollars ($2,500.00) per month, payable in advance on the
lst day of each and every month of the term, the first such payment being due on
the date of the commencement of the Lease under paragraph 2, and each succeeding
payment to be made on or before the first day of each succeeding calendar month.
Rent for any part of a calendar month shall be prorated in the proportion which
the number of days Lessee has possession of the premises in such month bears to
the total number of days in said month. Each late installment of rent shall
bear interest at the rate of twelve percent (12%) per year from the date due
until paid if not actually received by Lessor within five (5) days of the due
date.
5. Lessee agrees to pay as additional rent hereunder:
a. Real estate taxes and assessments, ordinary and extraordinary,
general and specific, which may be levied or assessed on, or with
respect to, the premises, prorated for the term of this Lease.
Lessee's portion of these taxes shall be paid to Lessor on or
before the due date or the due date of the last rent payment,
whichever first occurs, or if the Lease is earlier terminated
without breach by Lessee and without exercise of Lessee's
purchase option, the Lessee's tax obligation shall be calculated
to the date of, and be paid on, such termination;
b. All fuel, power, water, electricity, and any other utilities over
the term of the Lease;
c. Maintenance and repair of the interior of the buildings and all
mechanical, electrical and compressed air systems and equipment
maintenance (including, without limitation, all heating and
ventilating equipment and plumbing), glass and fixtures; and
d. The cost of any improvements or modifications to the premises
made by Lessee as provided by paragraph 12.
6. All expenses of maintenance of the structure and the exterior of the
buildings and improvements located on the premises, including all glass in
exterior doors and windows, shall be paid by the Lessee; provided that Lessor
will pay for the repair of all major roof problems. Any damage to the building
on the premises caused by Lessee shall be repaired and paid for by Lessee. Any
structural condition requiring repair that is not covered by the insurance
required to be provided by Lessee pursuant to paragraph 8 shall be paid for by
Lessor unless such condition is caused by Lessee and provided neither
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Lessee nor Lessor shall be required to replace the roof. If any such structural
condition is reasonably estimated to cost more than $50,000 to repair and Lessor
determines that it is not in its interest to undertake such repairs, either
party hereto will have the option for a period of thirty (30) days after Lessor
communicates such determination to Lessee to terminate this Lease.
7. Lessor represents and warrants that:
a. the premises are in good order and repair;
b. the premises are not subject to any zoning or other governmental
use restrictions;
c. it is the owner of the premises and that the premises are free
and clear of all mortgages, liens and encumbrances except the
lien of real estate taxes not yet due and payable, easements of
record and a collateral assignment of beneficial interest in the
aforementioned trust;
d. neither Lessor nor, to the best of Lessor's knowledge, any
predecessor in interest to Lessor has released or deposited upon
the premises any hazardous materials except as may be disclosed
in the Phase II Environmental Assessment dated May 3, 1996 by
Xxxxxxx Environmental Engineering Inc. (the "Audit");
e. neither Lessor nor, to the best of Lessor's knowledge, any
predecessor in interest to Lessor, has received notice of the
existence or alleged existence of any hazardous materials upon or
under the premises from any governmental agency or other party
except as disclosed in the Audit; and
f. there are no underground storage tanks on the premises.
As used in this Lease, the term "hazardous materials" shall include, but not be
limited to, substances defined as "hazardous substances", "hazardous materials"
or "toxic substances" in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq.; the
Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.; the Resources
Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq.; the Toxic Substances
Control Act, 15 U.S.C. Sec. 2601 et seq.; the Clean Air Act, 42 U.S.C. Sec. 7401
et seq.; and the Clean Water Act, 33 U.S.C. Sec. 1251 et seq. (collectively, the
"Environmental Laws"), but, for purposes of this paragraph, only if such
substances, if found on the premises, are in violation of any such act or a
governmental rule or regulation.
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Lessor covenants and warrants that Lessee, if not in default, shall
peacefully and quietly hold and enjoy the premises during the term hereof.
Lessor agrees not to allow any liens or encumbrances having priority over the
Lease to be placed upon the premises during the term hereof and to promptly
cause any such lien to be removed should it exist in the future.
Notwithstanding any other provision contained herein, Lessor covenants and
agrees that it shall be obligated to remediate the groundwater contamination
disclosed in the Audit (the "Pre-Exiting Condition") by July 11, 1997; provided,
however, that if Lessor determines that the cost of such remediation (based upon
a reasonable contractor's estimate) will exceed $30,000, Lessor will deliver a
copy of such estimate to Lessee and, if such estimate is satisfactory to Lessee,
either party hereto will have the right for a period of thirty (30) days to
terminate this Lease. If such estimate is unsatisfactory to Lessee, Lessee will
have the right to obtain its own estimate and the average of the two will be
deemed to be the cost of remediation for the purposes of the immediately
preceding sentence. If Lessor fails to remediate the Pre-Existing Condition by
July 11, 1997, Lessor shall be deemed to have breached such covenant and Lessee
shall have the right to take the actions provided under either paragraph 15(a)
or 15(b) immediately. Lessor shall indemnify and hold harmless Lessee from any
liability, cost or expense of any nature whatsoever relating to, resulting from
or arising out of the Pre-Existing Condition or the remediation thereof. For
purposes of this Lease, the remediation of the Pre-Existing Condition shall be
considered complete when, after full disclosure and investigation, the Illinois
Environmental Protection Agency issues a "No Further Remediation" letter to
Lessor specifically addressing the Pre-Existing Condition.
8. During the term of this Lease and all extensions thereof, Lessee will
keep the premises insured by a responsible insurance company or companies
licensed in Illinois against loss or damage by fire, lightning, tornado,
earthquake, windstorm and other casualty ordinarily covered by extended coverage
in an amount not less than $1 million. Within thirty (30) days after the date
hereof, Lessee shall provide Lessor with a certificate evidencing such
insurance, naming Lessor as an additional insured.
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9. Lessor shall not be liable to Lessee or any other person for injury or
death to persons or damage to property on the premises from Lessee's failure to
keep the premises in repair or from the act, omission, or negligence of any
person other than Lessor, its employees, agents and invitees. Lessee will
indemnify Lessor for, and hold Lessor harmless from, all claims for injury or
death to persons or damage of any kind to property arising out of Lessee's use
or occupancy of the premises.
10. Lessee will permit Lessor and its agents to enter on the premises or
any part thereof, with 48 hours written notice during normal business hours,
for the purpose of examining the same or making such repairs or alterations as
may be necessary for the safety or preservation thereof.
11. Lessee agrees not to assign this Lease nor sublet the premises or any
portion thereof without the prior written consent of the Lessor, which consent
shall not be unreasonably withheld. An acceptance of a permitted assignment of
this Lease, or sublease of the premises, by any person shall be construed as a
promise on the part of such assignee or sublessor to be bound by and perform all
of the agreements of Lessee herein contained.
12. Lessee may make non-structural alternations, additions, or
improvements to the premises, including without limitation, erection or
installation of signs, as Lessee deems necessary for its purposes. Unless the
parties hereto agree otherwise in writing, prior to the termination of this
Lease all such non-structural alterations, additions or improvements shall be
removed and the premises restored to its original condition by Lessee at its
expense or, at Lessor's election, remain in place and become the property of
Lessor.
13. Lessee agrees not to make any contract for the construction,
alteration, addition, repair, or improvement of, or to, the premises, or any
part thereof, without providing in such contract that no lien of mechanics or
materialmen shall be created or shall arise against the premises, building, or
improvements at any time located on said premises. All persons furnishing any
work, labor or materials for the Lessee, as well as other persons whatsoever,
are hereby given notice that no mechanics lien, materialmen's lien, or any
other encumbrance made by or obtained against the Lessee, or its interest in
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said premises, buildings, or other improvements on said premises, shall in any
manner or degree affect the title or interest of the Lessor in the premises,
buildings, or other improvements thereon.
14. Lessee agrees to comply with all present and future statutes, laws,
ordinances, enactments, rules, regulations, orders, decrees, directives,
mandates or other similar requirements of any federal, state or local
government, court of public authority prohibiting, regulating or otherwise
relating to environmental pollution and environmental control of any kind,
including, but not limited to, air pollution, water pollution, noise pollution,
solid waste pollution and toxic substance control ("Environmental
Requirements"), including, but not limited to, Environmental Requirements under
the Environmental Laws, which are applicable to or arise out of or in connection
with Lessee's use or occupancy of the premises. Lessee further agrees to comply
with such Environmental Requirements at its sole cost and expense and will hold
harmless, indemnify and defend Lessor from and against any claims, suits,
damages, losses, costs and expenses, including reasonable attorneys' fees, made
against or sustained by Lessor as a result of Lessee's failure to comply with
any Environmental Requirements.
Lessee will comply with all existing and future federal, state, county and
local statutes, laws, enactments, ordinances, rules, regulations, orders and
other governmental requirements ("Governmental Requirements") applicable to
Lessee's use or occupancy of the premises, including, but not limited to,
workmen's compensation laws and the Occupational Safety and Health Act of 1970
and all governmental Requirements issued thereunder, and hold harmless,
indemnify and defend Lessor from and against any claims, actions, damages,
losses, costs and expenses, including reasonable attorneys' fees, made against
or sustained by Lessor as a result of Lessee's failure to comply with the
Governmental Requirements.
15. This Lease may, at Lessor's election, be terminated by Lessor in the
event of a breach by Lessee of any of its material agreements herein contained,
unless Lessee cures such breach within thirty (30) days of the date of receipt
by Lessee of notice thereof from Lessor, except as otherwise provided by
paragraph 16 and except that any default in payment of rent must be cured within
five (5) days of the date of receipt of such notice.
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If Lessor defaults in any of its covenants and agreements herein contained,
if any of the representations and warranties made by Lessor herein were untrue
when made or if, at any time during the term hereof, Lessee determines, by
whatever means, that the premises contain a hazardous material in violation of
an environmental law or regulation not introduced by or through Lessee or its
suppliers or contractors (other than the "Pre-Existing Condition"), Lessee may
elect either of the following if after not less than thirty (30) days prior
written notice to Lessor, Lessor has not cured the default or, within such time,
commenced and diligently pursued the cure of such default:
a. Lessee may remedy such default by any reasonably necessary
action, and in connection with such remedy may pay expenses and
employ counsel. All reasonable sums expended or obligations
incurred by Lessee in connection therewith, including, but not
limited to, reasonable attorneys' fees, shall be paid by Lessor
to Lessee on demand, and on failure of such reimbursement, Lessee
may, in addition to any other right or remedy that Lessee may
have, deduct the costs and expenses thereof from rent or other
payments subsequently becoming due hereunder; and
b. if the Lessor's default is material, elect to terminate this
Lease on at least thirty (30) days prior written notice to
Lessor thereby terminating this Lease on the date designated in
such notice;
provided, however, that if the default involves an environmental violation (i)
not caused by or through Lessee or by its suppliers or contractors, (ii)
separate and distinct from any condition or event arising out of or relating to
the Pre-Existing Condition and (iii) which a mutually agreeable contractor
reasonably expects would exceed $20,000 to cure, subparagraph a shall not
apply, and Lessor may, without any liability to Lessee, elect to terminate this
Lease without making any effort to cure. The foregoing notwithstanding, Lessor
will indemnify Lessee for and hold it harmless from any environmental liability
and reimburse Lessee for cost associated with such indemnification, including,
but not limited to, reasonable attorneys' fees, for conditions on the premises
prior to commencement of this Lease, including but not limited to the Pre-
Existing Condition.
16. Lessor may, at its option, and without releasing Lessee from any
liability hereunder, terminate this Lease:
a. if any violation of an environmental law, rule or regulation
caused by or through Lessee, or its suppliers and contractors
occurs and is not fully remedied within thirty (30) days after
the Lessee first has knowledge thereof, or, if the violation
cannot be remediated within thirty (30) days with reasonable
diligence, if Lessee has not begun
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appropriate remediation within such thirty (30) day period and
thereafter diligently pursued the necessary corrective measures
to completion; or
b. if a petition in bankruptcy shall be filed by or against Lessee,
or if Lessee shall file a petition seeking to reorganize or be
adjudged bankrupt or insolvent by any court, or if a receiver or
trustee shall be appointed in any suit or proceedings brought by
or against Lessee, or if an attachment or execution shall be
issued and levied against property of the Lessee, and the same
shall not be fully released within thirty (30) days.
17. If Lessee shall abandon or vacate the premises prior to the
termination of this Lease, Lessor may, but shall not be obligated to, relet the
premises for such rent and on such terms as Lessor may see fit; and, if a
sufficient sum shall not be thus realized, after paying all expenses, including,
but not limited to, reasonable attorney's fees and costs, of such reletting, to
satisfy the rent hereby reserved and all other sums Lessee is required to pay
under this Lease, Lessee agrees to satisfy and pay all deficiencies.
18. A waiver by Lessor of any one instance of default by Lessee in the
performance of any provision of this Lease shall not be construed as a waiver of
any prior or subsequent default of the same or any of the terms of this Lease,
nor a relinquishment by Lessor of Lessor's right hereunder to have Lessee
perform this Lease in strict accordance with its provisions, time being of the
essence of this Lease.
19. The rights and remedies of Lessor under this Lease are not exclusive,
but shall be cumulative, and the exercise of any right or remedy by Lessor shall
not prevent the exercise of any other right or remedy by Lessor, whether
provided for by this Lease or by law or equity. If Lessee fails to perform by
obligation under this Lease, Lessor may, but shall not be required to, perform
same and any expense incurred by Lessor in so doing shall become immediately due
and payable by Lessee as additional rent and shall bear interest at the rate of
twelve percent (12%) per year from the date paid by Lessor until repaid by
Lessee.
20. In the event any material portion of the premises hereby leased is
condemned under the power of eminent domain during the term of this Lease which
substantially impairs Lessee's intended use of the premises, this Lease may be
terminated at the election of either Lessor or Lessee upon not less than thirty
(30) days prior written
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notice of such election. The sums paid as compensation for such condemnation
shall be paid to Lessor, except that any part of such sum paid as compensation
for loss of Lessee's business and cost of Lessee's removal of stock and fixtures
shall belong to Lessee. The foregoing notwithstanding, if Lessee exercises its
purchase option, all condemnation compensation shall be paid to Lessee upon
completion of the purchase of the premises by Lessee.
21. All of Lessee's office equipment, personal property, manufacturing
equipment, removable improvements and fixtures erected in or attached to the
premises by the Lessee may be removed by the Lessee upon termination of this
Lease.
22. Notices of any kind by either the Lessor or the Lessee to the other
shall be written, dated, and signed by or on behalf of the party giving the
same. Notice may be sent by certified or registered United States mail,
delivery restricted to addressee, postage prepaid, return receipt requested, by
hand delivery, or by a nationally recognized courier service, delivery
restricted to addressee, to Lessor and Lessee at the following addresses, unless
written notice is received by either party changing such address:
To Lessor: Mr. Xxxxx Xxxxxxx
Xxxxxxx Construction Co.
X.X. Xxx 000
Xxxxx, XX 00000
With a copy to:
Xxxxxxx X. Xxxxx
000 X. Xxxxxx
X.X. Xxx 000
Xxxxx, XX 00000
To Lessee: Xx. Xxxxx Xxxxx, CEO
The GSI Group, Inc.
0000 Xxxx Xxxxxxxx
X.X. Xxx 00
Xxxxxxxxxx, XX 00000
With a copy to:
Xx. Xxxx X. Xxxx
Executive Vice President/General Counsel
The GSI Group, Inc.
0000 Xxxx Xxxxxxxx
X.X. Xxx 00
0
Xxxxxxxxxx, XX 00000-0000
Any notice given pursuant to, and in accordance with, this paragraph shall
be considered complete on the date of mailing, hand delivery, or placement with
the courier.
23. All of the agreements, conditions and undertakings herein contained
shall extend to and be binding on the representatives and permitted successors
and assigns of the respective parties hereto.
24. Notwithstanding the agreements herein contained, it is expressly
understood that no partnership or joint venture is created hereby, nor shall
Lessor be considered or held out to be Lessee's agent, the relationship created
by this Lease being solely that of landlord and tenant.
25. This Lease contains the entire agreement of the parties and, except as
contained herein, no representations, warranties or agreements have been made by
either party, or their agents or representatives, to or with the other. This
Lease shall be executed in duplicate, each such executed copy to be considered
an original.
26. Lessee agrees at the expiration or earlier termination of this Lease
to give peaceful possession of the premises to Lessor.
27. Damages to buildings and improvements located on the premises caused
by Lessee, its agents or employees, or an invitee of Lessee shall be promptly
repaired by Lessee at Lessee's cost and there shall be no abatement or
termination of rent because of such damage. Lessee shall be entitled to apply
the proceeds of insurance provided by Lessee to pay for such repairs. In lieu
of such repairs, Lessee may promptly exercise its purchase option under
paragraph 28, without any decrease in the purchase price because of such damage.
In such case, the damage shall be deemed to have occurred after the notice of
exercise for purposes of applying the insurance provisions of paragraph 28(f).
In case of damage to the buildings and improvements on the premises which
Lessee is not required to repair under any provision of this Lease, Lessor may,
if such damage costs more than Fifty Thousand Dollars ($50,000.00) to repair
(based on reliable contractor's estimate), at its option, repair such damage
with reasonable promptness after Lessor is notified of such damage. If Lessor
elects to repair the premises, it must give Lessee notice within 30 days of the
date of casualty of such election
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and it shall be required to repair Lessee's additions, improvements and
alterations, if any. The proceeds of insurance which Lessee is required to
provide under paragraph 8 shall be paid to Lessor to the extent of such damage
except that any proceeds payable under Lessee's insurance for damage to Lessee's
inventory, equipment and other personal property and improvements, additions and
alterations made by Lessee which Lessor does not repair shall be paid to Lessee.
In the event Lessor, in its sole discretion, determines not to repair such
damage, either the Lessee or the Lessor may terminate this Lease within 30 days
of the date of casualty by written notice without liability to the other except
for performance of the parties' respective obligations hereunder through the
date of such termination; provided, however, that if Lessee elects to exercise
the option to purchase as specified in paragraph 28 (without any reduction in
the purchase price because of such damage), Lessor shall assign to Lessee the
rights in insurance proceeds received by reason of such casualty from insurance
provided by Lessee under this Lease.
28. As further consideration for the Lessee's agreements hereunder, Lessor
gives the option to Lessee to purchase the premises for the sum of Two Hundred
Seventy Five Thousand Dollars ($275,000.00) and the approximately 20 acres
adjacent to the west boundary line of the premises and owned by Lessor, the
legal description of which is set forth on Exhibit B hereto (the "Farmland"),
subject to the following:
a. This option shall be exercisable by Lessee giving written notice to
Lessor of its exercise at least thirty (30) days prior to the
expiration date of the Lease. The option may be exercised for just
the premises or for the premises and the Farmland but not for just the
Farmland.
b. The Lease shall continue in effect until the sale is closed. All
obligations of Lessee through the date of closing of the sale must be
performed at or before closing.
c. Within 30 days of Lessor's receipt of Lessee's notice, Lessor shall
furnish, at its expense, a commitment for an Owner's Title Insurance
Policy for the full sale price, showing good and merchantable title to
the premises and/or the Farmland in Lessor subject to the standard
exceptions contained in such policy. Lessee shall have thirty (30)
days after Lessee's receipt of such evidence of title to submit any
objections to title to Lessor. Any such objection must be submitted
in writing, and any objections which are not timely submitted shall be
deemed waived. Lessor shall have a reasonable time to cure the same
at Lessor's expense; provided, however,
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that Lessee may elect to take such title with a reasonable reduction
of the purchase price if Lessor is unable to cure the same by the
closing date.
d. Closing shall occur at Lessor's office at Paris, Illinois, or such
other place as the parties may agree, forty-five (45) days after the
date of Lessee's receipt of the aforementioned title insurance policy.
e. Payment of the purchase price for the premises shall be paid in cash
at closing, subject to Lessor delivering to Lessee a trustee's deed
for the premises in form and content satisfactory to Lessee. Lessor
shall agree in writing at the time of the closing of either the
premises or the Farmland to indemnify and hold harmless Lessee from
any liability, and to reimburse Lessee for any costs or expenses
incurred by Lessee, arising out of, related to or in connection with
any environmental condition existing on, under or in the premises on
the date hereof, including, but not limited to, the Pre-Existing
Condition.
f. If Lessee purchases the premises but does not purchase the Farmland at
the same time, Lessee shall have a nonexclusive option, along with a
right of first refusal, to purchase the Farmland until July 12, 2006.
Under the right of first refusal, Lessee shall have thirty (30) days
to purchase the Farmland after receipt of notice from Lessor that
Lessor has received a bona fide written offer to buy the Farmland from
an unrelated third party (the "Offer"). Such notice shall be
accompanied by a copy of the Offer. Lessee's right to purchase shall
be for the same purchase price and other terms and conditions as are
contained in the Offer. If Lessee declines to purchase the Farmland
during such 30 day period, Lessor shall be free to sell the Farmland
to such offeror on terms and conditions identical to those provided to
Lessee.
g. Unless the terms of the Offer provide otherwise, the payment for the
Farmland shall be effected by delivering to Lessor a warranty deed
transferring from Lessee to Lessor title to farmland in Xxxxx County
(the "Traded Farmland"), subject to Lessor delivering to Lessee a
trustee's deed for the Farmland, both of which deeds shall be in form
and content satisfactory to the recipient thereof. The Traded Farmland
shall have an appraised value equal to the appraised value of the
Farmland and shall be selected by Lessor within __ days prior to the
date of the closing. The appraisal of both parcels of farmland shall
be performed by a mutually agreeable appraiser, the cost of which
shall be shared equally by both parties.
29. This Lease is executed by The Xxxxx County Bank & Trust Co., not
personally, but as Trustee as aforesaid, in the exercise of the power and
authority
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conferred upon and vested in it as such Trustee. It is expressly understood and
agreed by the Lessee herein and by every person now or hereafter claiming any
right or security hereunder that nothing contained herein by this Lease shall be
construed as creating any liability on the part of The Xxxxx County Bank & Trust
Co., all such liability, if any, being expressly waived.
IN WITNESS WHEREOF, the parties hereto have signed this Lease in duplicate
at Paris, Illinois, the day and year first above written.
Xxxxx County Bank & Trust Company The GSI Group, Inc.
as Trustee for Trust No. 455-232
under Trust Agreement dated
August 24, 1988
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
------------------------------ ------------------------------
Its: Vice President Its: Chief Executive Officer
/s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx
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