Fillable Printable Lease Agreement Template

Lease Agreement Template

LEASE AGREEMENT

This Lease Agreement (this "Lease") is made and entered into as of the ___ day of

_______________, 2014 (the "Effective Date"), by and between Holladay Properties Grand

Park Sports I LLC, an Indiana limited liability company ("Landlord"), and the City of

Westfield, Indiana, an Indiana municipal corporation ("Tenant").

Recitals

A. Landlord owns (or is anticipated to own) that certain undeveloped parcel of land

containing approximately 14.5 acres in Westfield, Indiana, as legally described on Exhibit A

attached hereto and made a part hereof (the "Land").

B. Landlord shall construct the Project Improvements (as defined in Section 2.1(a)

hereof) on the Land, subject to the terms and conditions of this Lease. The Project

Improvements and all other improvements, fixtures and other items of real property which are

installed or located on the Land, together with all additions, alterations and replacements thereof

are herein collectively called the "Improvements." The Land and the Improvements are herein

collect iv el y called the "Demised Premises."

C. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord,

the Demised Premises, subject to the terms and conditions of this Lease.

Agreements

Now, therefore, for and in consideration of the foregoing Recitals, the covenants and

agreements herein set forth, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:

Article I.

Recitals, Grant, Term and Conditions Precedent

Section 1.1 Incorporation of Recitals. The Recitals set forth above are hereby

incorporated into this Lease and are hereby made a part hereof as if fully set forth herein.

Section 1.2 Grant and Term of Lease. Landlord hereby demises and leases the

Demised Premises to Tenant, to have and to hold the same, for a term commencing on the Lease

Commencement Date (as defined in Section 2.3(a) hereof) and ending 25 Lease Years (as

defined in Section 3.1 h ereof) aft er the Leas e Commen cement Date, u nless so oner terminated in

the manner provided herein (the "Term"), to be occupied and used by Tenant for the uses

permitted under Section 4.1 hereof, subject to the covenants and agreements herein contained.

Tenant shall be liable to Landlord for the payment of Base Rent (as defined in Section 3.1

hereof) and the payment of any other obligations to be paid by Tenant commencing on the Lease

Commencement Date.

I\3883853.6

Section 1.3 Conditions Precedent.

(a) On, or within four business days following, the Effective Date, Tenant shall

publish notice of the execution of this Lease in the manner required under applicable Indiana

law. Landlord and Tenant agree that it shall be a condition precedent to any obligations on the

part of either Landlord or Tenant under this Lease, other than those obligations set forth in this

Section 1.3(a), that either (i) 30 da ys shall have passed from the date of such publication without

any party having contested in the manner provided under Indiana law the approval or execution

of this Lease, or (ii) if any party contests in the manner provided under Indiana law the approval

or execution of this Lease within 30 days of such publication, that such contest is fully and

completely abandoned within 30 days after having been made (the "Lease Contest Condition").

In the event of any such contest, Tenant shall immediately notify Landlord of such contest and if

such contest is not fully and completely abandoned within 30 days after having been made, then

any and all obligations under this Lease shall be null and void without further action on the part

of either Landlord or Tenant. In the event no such contest oc curs, or if such a contest occurs but

such contest is fully and completely abandoned within 30 da ys aft er having b een made, t hen the

Lease Contest Condition shall be deemed fully and completely satisfied and Landlord and

Tenant shall promptly execute a certificate confirming the same.

(b) Landlord and Tenant agree that it shall be a condition precedent to any obligations

on the part of Landlord under this Lease, other than those obligations set forth in this

Section 1.3(b), that Landlord shall have determined that there has been no material adverse

change to the project contemplated by this Lease, including, without limitation, the availability

of the financing of the Project Improvements consistent with the terms set forth on Schedule

1.3(b) atta ched hereto and made a part her eof (the " Financing"), during the period commencing

on the Effective Date and continuing through the date that is 75 days after the Effective Date (the

"Material Adverse Change Condition"). In the event of any such material adverse change,

Landlord may notify Tenant of such material adverse change, and any and all obligations under

this Lease shall be null and void without further a ction on the part of eithe r Landlord or Tenant.

In the event no such material adverse change occurs or Landlord waives the Material Adverse

Change Condition, the Material Adverse Change Condition shall be deemed fully and

complet el y satisfied an d Landl ord and Tenan t shal l prom ptl y execute a cert ificat e confirm ing the

same.

on the part of Landlord under this Lease, other than those obligations set forth in this

Section 1.3(c), that Landlord shall have acquired title to the Land on or before the date that is 75

days after the Effective Date (the "Land Acquisition Condition"). In the event Landlord has

not so acquired the Land, Landlord may notif y Tenant thereof, and any and all obligations under

this Lease shall be null and void without further a ction on the part of eithe r Landlord or Tenant.

In the event Landlord so acquires the Land, the Land Acquisition Condition shall be deemed

fully and completely satisfied and Landlord and Tenant shall promptly execute a certificate

confirming the same.

- 2 -

Article II.

Construction of the Project Improvements

Section 2.1 Project Improvements, Construction Plans, Change Orders and

Allowances.

(a) Project Improvements. Landlord shall (i) retain such architects, engineers and/or

consultants from time to time (collectively, the "Project Architect") to design the Project

Improvements and provide all of the standard architectural, engineering and space planning

services required in connection with the construction and delivery of the Project Improvements,

(ii) apply for and obtain the required building and other similar permits in connection with the

construction and delivery of the Project Improvements, and (iii) furnish all of the material, labor

and equipment for the construction on the Land of certain improvements consisting of (A) an

approximately 378,000 square foot indoor athletic facility, including, without limitation, the

tenant finish portion of the Project Improvements in accordance with the process anticipated by

Exhibit C at tach ed hereto and made a part h er eo f (the "Building"), and (B) related parkin g are as,

athletic fields and grounds (collectively, the "Project Improvements"). Landlord shall complete

construction of the Project Improvements in substantial accordance with the Construction Plans

(as defined in Section 2.1(b) hereof), the applicable building code as it is in effect, interpreted

and enforced by the governmental bodies having jurisdiction thereof, and the Americans With

Disabilities Act (the "ADA") and all other applicable laws, as the sam e are in effect, interpreted

and enforced with respect to the Project Improvements by governmental or other bodies having

jurisdiction thereof. For the avoidance of doubt, except for Landlord's obligations to design and

construct the Project Improvements as expressly set forth in this Lease (collectively,

"Landlord's Express Lease Obligations"), all compliance with the ADA and all other

applicable laws with respect to the Demised Premises, as the same are from time to time in

effect, interpreted and enforced by governmental or other bodies having jurisdiction over such

matters, shall be the sole responsibility of Tenant. Landlord shall own fee simple title to all of

the Demised Premises.

(b) Construction Plans. Landlord shall cause plans and specifications for the Project

Improvements to be prepared by the Project Architect in a manner that is consistent in all

material respects with the outline specifications set forth on Exhibit B attached hereto and made

a part hereof (such plans and specifications, subject to Change Orders (as defined in

Section 2.1(c)(iii) hereof) and other modifications initiated by Landlord in the course of

construction of the Project Improvements, are collectively, the "Construction Plans").

(i) Tenant may request changes in the work with respect to the Project

Improvements consisting of additions or deletions to, or other revisions in, the

Construction Plans (such a request from Tenant, a "Tenant Change Order"). Landlord

shall approve any Tenant Change Order that is (A) deemed reasonable and necessary by

Tenant, (B) approved by any Mortgagee (as defined in Section 16.1 hereof), and (C)

reasonably determined by Landlord to be financially feasible and practicable in light of

the project schedule as it relates to the structure and nature of the Financing. Landlord

- 3 -

shall include the information required by Section 2.1(c)(iii) hereof in any approved

Tenant Change Order.

(ii) In the event that (A) a Force Majeure Event (as defined in Section 2.2(a)

hereof) occurs that Landlord reasonably determines has a material adverse impact on

construction activities (whether by requiring a change in the Construction Plans,

increasing the cost of completing construction in accordance with the Construction Plans

or otherwise), and/or (B) Landlord determines that the full cost of installing, to the point

at which such lines and infrastructure connect to the Building, any and all utility lines and

infrastructure required in connection with the construction of the Project Improvements

(including, without limitation, any road development fees, tap fees or connection fees and

the costs, if any, required to obtain easements or rights of way) is not accurately

accounted for in the projected Project Costs set forth on Exhibit F attach ed t o and mad e a

part hereof (as defined in Section 3.5 hereof), then Landlord shall have the right, upon

notice to Tenant as to the amount and reason therefor, to change the Project

Improvem ent s and/ or t h e P ro ject C os ts as m ay be reasonab ly neces sary by reaso n of s uch

condition (such change from Landlord, a "Landlord Change Order"). Tenant shall not

have the right to approve or disapprove any Landlord Change Order.

(iii) Any Tenant Change Order approved by Landlord or Landlord Change

Order evidenced by a written change order prepared by Landlord is herein called

generally a "Change Order." A Change Order is a written order, stating in detail, if

applicable, the change in the work, the increase or decrease to the scope of work of the

applicable portion of the Project Improvements, any anticipated change in the scheduled

date for the substantial completion thereof, or any change in the cost thereof resulting

from such Change Order (which, for the avoidance of doubt, shall include any financing

costs related thereto or resulting therefrom) (any such change in cost is herein called a

"Change Order Cost"). The Change Order Cost shall be determined in the manner

described in Section 2.1(d) hereof and shall be set forth as part of the written Change

Order. Any Change Order Cost that increases the cost of constructing the Project

Improvements shall be added to the Project Costs.

(d) Change Order Costs. The Change Order Cost for each Change Order hereunder

shall be equal to the sum of all projected costs by Landlord, including, without limitation,

financing costs whether expenses or interest costs (which shall be documented and verifiable)

incurred in connection with the subject change, plus an aggregate fee of seven and 50/100

percent (7.50%). Prior to the start of the work which is the subject of a Change Order, Landlord

shall provide Tenant with reasonable documentation with respect to the Change Order Costs

therefor. Tenant agrees that Tenant shall pay to Landlord, in advance and on demand, the full

amount of the Change Order Cost.

(e) Allowances. Landlord shall construct the tenant finish portion of the Project

Improvem ents in ac cordan ce with the pro cess anti cipat ed b y Exhibit C at tached he reto and m ade

a part hereof.

- 4 -

Section 2.2 Scheduled Substantial Completion and Delivery of Possession, Tenant

Delays, Excused Delays and Substantial Completion.

(a) Scheduled Substantial Completion and Delivery of Possession, Tenant Delays and

Excused Delays. Landlord (i) shall proceed diligently with the construction of the Project

Improvements in substantial accordance with the Construction Plans, and (ii) shall Substantially

Complete (as defined in Section 2.2(b) hereof) the Project Improvements and deliver possession

of the Demised Premises to Tenant no lat er than 12 months after the last t o occur of the date the

Lease Con test C ondition is satisfied, the date the Material Adverse Change Condition is satisfied

or the date the Land Acquisi tion Condition is satisfied (the "Scheduled Substantial Completion

Date"), provided, however, that if there is any delay therein (of which Landlord has given

Tenant notice within 30 days after Landlord has actual notice of the event giving rise to such

delay) which is caused or materially contributed to by Tenant, including, without limitation, any

delay in the construction timeline resulting from any Chan ge Orde rs reques ted b y Tenant or as a

result of the process anticipated by Exhibit C attached hereto and made a part hereof ("Tenant

Delays"), from any other Change Orders or by Force Majeure Events (collectively, including,

Tenant Delays, "Excused Delays"), then the Scheduled Substantial Completion Date and

delivery of possession shall be ex tended for the additional time caused thereb y. For purposes of

this Lease, the term "Force Majeure Events" shall mean any act of God, unusual weather

conditions, labor or material shortages, fire, earthquake, flood, explosion, police action, invasion,

insurrection, riot, mob violence, sabotage, strike, terrorism, condemnation, any court order,

judgment or decree or other judicial action, governmental acts or omissions (including, without

limitation, permitting and other approvals necessary to effectuate the Project Improvements),

subterranean conditions of the Land that were not reasonably foreseeable on the Effective Date

and that have a material adverse impact on construction activities, finding or adjudging the

absence of the ability, right, power or authority of a party to carry out the terms of this Lease, or

otherwise preventing or enjoining a party from proceeding with its obligations under this Lease,

restraint by or of governmental, civil or military authorities, or any other causes beyond the

reasonable control of the parties.

(b) Substantial Completion. For purposes of this Lease, each portion of the Project

Improvements shall be considered substantially completed (which, together with any other

phrase similar to, or other form of, "substantially completed," is herein called "Substantially

Completed," "Substantial Completion," or the like) at such time as such portion of the Project

Improvements have been substantially completed in material accordance with the Construction

Plans.

Tenant access to the Demised Premises (provided that such access is permitted by all applicable

governmental authorities having jurisdiction) to install cabling and conduit and complete other

proprietary work (but not to conduct its operations). Anything in this Section 2.2(c) to the

contrary notwithstanding, in connection with the early access permitted hereunder, (i) Tenant

shall not interfere with the completion of construction of the Project Improvements or occasion

any labor dispute as a result of such installations, (ii) Tenant hereby assumes all risk of loss or

damage to its cabling and conduit, and to any and all other personal property of Tenant, or its

contractors, subcontractors, agents and employees, except loss or damage caused by the

negligence or willful acts of Landlord or its contractors, subcontractors, agents or employees,

- 5 -

and (iii) Tenant and Tenant's contractors shall reasonably cooperate with Landlord and

Landlord's contractors to avoid delays and increased costs. Any delay in Substantial Completion

attributable to Tenant's access pursuant to this Section 2.2(c) shall be considered a Tenant Delay.

Section 2.3 Lease Commencement Date and Delays in Substantial Completion of

Project Improvements.

(a) Lease Commencement Date. The Term shall commence on the date that

Landlord delivers possession of the Demised Premises to Tenant with all of the Project

Improvements Substantially Completed (the "Lease Commencement Date"). Within a

reasonable time after the Lease Commencement Date, Landlord shall deliver to Tenant a

commencement date memorandum in substantially the form set forth on Exhibit D attached

hereto and made a part hereof (the "Lease Commencement Date Memorandum"), with all

blanks relating to dates completed with dates that Landlord derives in accordance with this

Lease. Within 10 da ys after receipt thereof from Landlord, Tenant shall execute and deliver the

Lease Commencement Date Memorandum to Landlord. Tenant's failure to execute and deliver

to Landlord the Lease Commencement Date Memorandum shall be deemed an admission that

the Lease Commencement Date Memorandum is accurate, unless Tenant has delivered

objections thereto to Landlord within the 10 day period.

(b) Delays in Substantial Completion of Project Improvements. It is anticipated that

the Project Improvements shall be Substantially Completed in accordance with this Lease b y the

Scheduled Substantial Completion Date. In the event that, unless any such delay was due to an

Excused Delay, the Project Improvements are not Substantially Completed by the date which is

90 days after the Scheduled Substantial Completion Date (the "First Delayed Scheduled

Substantial Completion Date"), then all Base Rent hereunder shall abate for one day for each

day from the First Delayed Scheduled Substantial Completion Date to the actual date on which

the Project Improvements are Substantially Completed in accordance with this Lease (the

"Actual Substantial Completion Date"). In the event that, subject to Excused Delays, the

Project Improvements are not Substantially Completed by the date which is 180 days after the

Scheduled Substantial Completion Date (the "Second Delayed Scheduled Substantial

Completion Date"), then, in addition to the abatement of Base Rent under the immediately

precedin g sen tenc e, al l Base R ent h ereund er sh all abat e fo r one ad diti onal da y for ea ch d a y from

the Second Delayed Scheduled Substantial Completion Date to the Actual Substantial

Completion Date. Notwithstanding any other provi sion in thi s Lease, the rent abatement shall be

Tenant 's s ol e and exclusi ve r em edy for lat e d el i ve r y of t he Dem is ed P r em is es an d s h al l ac cru e as

set forth above and shall be credited commencing on the Lease Commencement Date.

Section 2.4 Punch List Items. Within 30 days after Substantial Completion of the

Project Improvements, Landlord and Tenant shall inspect the Project Improvements and develop

a list of items which were not properly completed by Landlord in material accordance with this

Lease and the Construction Plans (the "Punch List Items"). Landlord and Tenant shall use their

respective good faith reasonable efforts to agree on a mutually convenient date for such

inspection and development of the list of the Punch List Items (the "Punch List"). Landlord

shall thereafter promptly commence material completion of the Punch List Items within 30 days

after the Punch List has been finalized, and shall continue to pursue such completion with

- 6 -

commercially reasonable diligence and speed, but no later than 60 d ays after the Punch List has

been finalized (subject to Excused Delays).

Section 2.5 Construction Meetings and Inspections.

(a) Construction Meetings. Commencing on the first full week after the week in

which Landlord commences vertical construction of the Project Improvements, and continuing

each week thereafter until Substantial Completion, Landlord, Tenant, the Project Architect and a

representative of the general contractor of the Project Improvements shall attend construction

meetings at a mutually acceptable location during general business hours, for the purposes of

discussing the progress of the Project Improvements in accordance with the construction

schedule.

(b) Inspections. Upon reasonable written notice delivered to Landlord, Tenant may

cause inspections of the Project Improvements as Tenant reasonably deems to be necessary or

appropriate (the "Tenant's Inspections"), provided that (i) Tenant shall specify the portion of

the Project Improvements to be inspected by not less than 24 hours prior written notice to

Landlord, (ii) Tenant shall comply with all health and safety rules of which Tenant has been

informed that have been established by Landlord and/or the general contractor for personnel

present on the Demised Premises, and (iii) Landlord shall coordinate the inspections so that the

inspections do not interfere with the construction of the Project Improvements. Landlord

reserv es the ri ght to acco mpany, and /or to have th e general contra ctor accom pany, Ten ant, or its

representative, during any inspection of the Project Improvements. In conjunction with any

Tenant's Inspections, Tenant shall notify Landlord of any item or component of the Project

Improvements that Tenant reasonably believes (i) is defective or materially deviates from the

Construction Plans, or (ii) has not been performed in material accordance with the terms and

conditions of this Lease or the Construction Plans.

Article III.

Rent

Section 3.1 Base Rent. In consideration of the construction of the Project

Improvements and the leasing of the Demised Premises, Tenant covenants to pay to Landlord,

without previous demand therefor and without any right of setoff or deduction whatsoever,

except as otherwise expressl y perm itted herei n, at the addr ess of Landlord for notice as set forth

in Section 20.3 hereof or at such other place as Landlord may from time to time designate in

writing, annual base rent (the "Base Rent ") as follows:

each Lease Year for Lease Years 1 – 5: $1,970,000 per annum;

each Lease Year for Lease Years 6 – 10: $2,045,000 per annum;

each Lease Year for Lease Years 11 – 15: $2,120,000 per annum;

each Lease Year for Lease Years 16 – 20: $2,195,000 per annum; and

each Lease Year for Lease Years 21 – 25: $2,270,000 per annum.

- 7 -

The above Base Rent amounts are subject to increase as provided in Section 3.2 hereof. In the

event of any such increase in the above Base Rent amounts, Landlord and Tenant shall promptly

execut e a certificate co nfirmin g the sam e. Except as o therwise provided herein, Base Rent shall

be payable in advance, in two equal semi-annual installments on January 1 and July 1 of each

year.

(a) Lease Commencement Date During Calendar Year 2015. For purposes of this

Lease, if the Lease Commencement Date occurs during calendar year 2015, the term "Lease

Year" shall mean the first 12 full calendar months following the Lease Commencement Date and

each consecutive 12 full calendar month period thereafter, provided, however, that the term

"Lease Year" for the initial Lease Year shall include the remaining portion of the partial semi-

annual period in which the Lease Commencement Date occurs and the full following 12 months.

By way of example onl y, and not in limi tation, if the Lease Commencement Date is October 20,

2015, then the initial Lease Year shall be for the period commencing on October 20, 2015, and

continuing through December 31, 2016. The first semi-annual installment of Base Rent for the

initial Lease Year shall be due and payable on July 1, 2016, and Tenant shall also pay, on such

date, a supplemental Base Rent payment that is prorated by multiplying the amount of the first

semi-annual installment of Base Rent for the initial Lease Year by a fraction, the numerator of

which is the number of days, including the Lease Commencement Date, then remaining in such

semi-annual period, and denominator of which is 180; provided, however, the amount of

capitalized interest included in the Financing that is attributable to the period from the Lease

Commencement Date through December 31, 2015, shall be credited against the supplemental

Base Rent payment. The second semi-annual installment of Base Rent for the initial Lease Year

shall be due and payable on July 1, 2016 (being the same due date as the first semi-annual

installment of Base Rent for the initial Lease Year).

(b) Lease Commencement Date After Calendar Year 2015. For purposes of this

Lease, if t he Leas e C om men cemen t D ate o c curs after c al end ar year 2015, th e term "Lea se Year"

shall mean the first 12 full calendar months following the Lease Commencement Date and each

consecutive 12 full calendar month period thereafter, provided, however, that in the event that

the Lease Commencement Date occurs other than on the first day of a semi-annual period, the

term "Lease Year" for the initial Lease Year shall include the remaining portion of the partial

semi-annual period in which the Lease Commencement Date occurs and the full following 12

months. By way of example only and not in limitation, if the Lease Commencement Date is

February 20, 2016, then the initial Lease Year shall be for the period commencing on February

20, 2016, and continuing through June 30, 2017. The first semi-annual installment of Base Rent

for the i nitial Lease Year shall be due and payable o n the firs t Jul y 1 or Januar y 1 to occur on or

after the Lease C ommen cement D ate, and, in th e event t hat th e Lease Co mmencem ent Dat e does

not occur on the first day of a semi-annual period, Tenant shall also pay, on such date, a

supplemental Base Rent payment that is prorated by multiplying the amount of the first semi-

annual installment of Base Rent by a fraction, the numerator of which is the number of days,

including the Lease Commencement Date, then remaining in such semi-annual period, and

denominator of which is 180. The second semi-annual installment of Base Rent for the initial

Lease Year shall be due and payable on the next following July 1 or January 1 to occur. By way

of example only and not in limitation, if the Lease Commencement Date is February 20, 2016,

then the first semi-annual installment of Base Rent for the initial Lease Year shall be due and

payable on July 1, 2016, the supplemental pa yment of Base Rent for the initi al Lease Year shall

- 8 -

be due and payable on July 1, 2016, and the second semi-annual installment of Base Rent for the

initial Lease Year shall be due and payable on January 1, 2017.

first semi-annual installment of Base Rent shall be due and payable on January 1 or July 1 of that

Lease Year, as applicable, and the second semi-annual installment of Base Rent for such Lease

Year shall be due and payable on January 1 or July 1 of such Lease Year, as applicable.

Section 3.2 Base Rent Adjustment. In the event the assumed interest rate for the

Financing set forth as a part of the Project Costs increases after the Effective Date, then the

annual Base Rent shall be immediately, automatically and equitably increased so as to ensure

that any and all of the additional cost associated therewith or resulting therefrom is borne by

Tenant in the form of increased Base Rent throughout the Term and without any impact to

Landlord or its financial return associated with this Lease.

Section 3.3 Additional Rent. Except as expressly otherwise provided in this Lease,

(a) the Base Rent shall be net to Landlord so that t his Lease shall yield, net to Landlord, the Base

Rent in each year of the Term, and (b) all real estate taxes and other impositions or assessments,

all insurance premiums, all utility charges, all management fees, all operating, maintenance,

repair and replacement expenses (including, without limitation, all expenses of a capital nature

and for snowplowing, landscaping and the like), all expenses relating to compliance with laws,

and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and

nature wh atsoever relating to the Demised Premises, which may arise or become due du ring the

Term, shall be paid or discharged by Tenant. In the event Tenant fails to pay or discharge any

real estate taxes or other impositions, insurance premiums, utility charges, management fees,

operating, maintenance, repair or replacement expenses, expenses relating to compliance with

laws, or other costs, fees, charges, expenses, reimbursements or obligations that Tenant is

obligated to pay or discharge, and after not less than 30 days' prior written notice (except that no

notice shall be required in the case of emergencies), Landlord may, but shall not be obligated to

pay the same, and in such event, Tenant shall immediately reimburse Landlord therefor and pay

the same as additional rent (all such items for which Tenant is responsible hereunder are herein

collectively called "Additional Rent"). The Base Rent and the Additional Rent are herein

collect iv el y called "Rent."

Section 3.4 Delinquent Payments.

(a) Except as expressly provided in this Lease, all payments of Base Rent and

Additional Rent shall be payable without previous demand therefor without any right of setoff or

deduction whatsoever. Any installment of Base Rent or Additional Rent or any other charges

payable by Tenant under this Lease which are not paid when due shall bear interest at an annual

rate equal to five and 00/100 percent (5.00%) per annum in excess of the published "prime rate"

or "base rate" of interest charged by JPMorgan/Chase Bank, N.A., Indianapolis, Indiana (or if it

is not then in existence, its successor, or if neither is then in existence, another reasonably

comparable bank selected by Landlord) from the date when the same is due hereunder until the

same has been paid, but in no event in excess of the maximum lawful rate permitted to be

charged b y Landlo rd ag ain st Tenan t. S uch rate of in terest i s som etimes h ereinafter refe rred to as

the "Maxi mu m Rate of In teres t."

- 9 -

(b) Tenant acknowledges that Landlord shall incur certain additional unanticipated

administrative and legal costs and expenses if Tenant fails to pay timely any payment required

hereunder. Therefore, in addition to the other remedies available to Landlord hereunder, if any

payment required to be paid by Tenant to Landlord hereunder shall become overdue, Landlord

may charge the amount of the late or other similar charge due in connection with the Financing

plus ten percent (10%) for any such late payment.

Section 3.5 Project Costs. For purposes of this Lease, the term "Project Co sts" shall

mean any and all costs and expenses incurred in connection with and in furtherance of

consummating the transactions and activities contemplated by this Lease, including, without

limitation, the costs and expenses incurred in connection with the acquisition of the Land, the

loan and related costs and expenses of the Financing, and the hard and soft costs and expenses

incurred in building the Project Improvements. The Project Costs shall include, but not be

limited to, the costs and expenses of any nature related to the development and construction of

the Project Improvements including, without limitation, the projected Project Costs set forth on

Exhibit F attached to and made a part hereof.

Article IV.

Use of Demised Premises

Section 4.1 Permitted Use. The Demised Premises, including, without limitation, all

Improvements hereafter erected on the Land, shall be used for any one or all of the following:

indoor athletic fields, other uses ancillary thereto and any other use approved by Landlord, such

approval not to be unreasonably delayed, conditioned or withheld (the "Permitted Use").

Tenant shall not use or occupy the same, or knowingly permit them to be used or occupied,

contrary to any statute, rule, order, ordinance, requirement or regulation applicable thereto, or in

any manner which would violate any certificate of occupancy affecting the same or any of the

Permitted Encumbrances (as identified on Exhibit A), or which would make void or voidable any

insurance then in force w ith respect th ereto or w hich woul d make it com merciall y impract icable

to obtain fire or other insurance thereon required to be furnished hereunder by Tenant, or which

would constitute a public or private nuisance or waste, or which would violate Tenant's

obligations under Section 9.4 hereof with respect to any Hazardous Materials Laws (as defined

in Section 9.4(a) hereof).

Section 4.2 Acceptance of Demised Premises. Except as explicitly set forth in this

Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any

representation or warranty with respect to the Demised Premises or with respect to the suitability

or fitness of the same for the conduct of Tenant's operations or for any other purpose.

Article V.

Payment of Taxes, Assessments and Other Impositions

Section 5.1 Tenant Obligation and Payment of Impositions. Tenant shall pay,

before any fine, penalt y, interest or cost may be added ther eto for the non payment thereof, or as

otherwise reasonably directed b y Landlord, all real estate taxes, special assessments, water rates

and charges, sewer rates and charges, including, without limitation, an y sum or sums payable for

present or future sewer or water cap acity, charges for public and p rivate utilities, street lighting,

- 10 -

excise levies, licenses, permits, inspection fees, other governmental charges, taxes based upon

the receipt of rent, and all other charges or burdens of whatsoever kind and nature incurred in the

use, occupancy, ownership, operation, leasing or possession of the Demised Premises, without

particularizing by any known name or by whatever name hereafter called, and regardless of

whether any of the foregoing are general or special, ordinary or extraordinary, foreseen or

unforeseen, which at any time are due and payable during the Term or otherwise reasonably

determined by Landlord to have accrued during or to be attributable to the Term (collectively,

"Impositions"). Landlord shall cause the taxing authority to send the tax bills directly to Tenant,

and Tenant shall pay directly to the taxing authority such Impositions. If the taxing authority

requires that payment be made by Landlord, Tenant shall pay to Landlord the amount of Tenant's

obligation prior to the date on which such Impositions are due. If the statement for the

Impositions is sent to Landlord, Landlord shall promptl y forward the statement to Tenant. In the

event assessments are payable in installments, Tenant shall have the right to elect to pay same

over the longest available installment period. Tenant shall be entitled to the benefit of any

discount, rollback or credit given to Landlord with respect to any real estate taxes applicable to

this Lease.

Section 5.2 Tenant's Right to Contest Impositions. Tenant shall have the right to

contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings

diligently conducted in good faith. If permitted by law, Tenant may postpone or defer payment

of such Imposition if (a) neither the Demised Premises nor any portion thereof would, by reason

of such postponement or deferment, be in danger of being forfeited or lost, and (b) unless

Landlord and Tenant have reasonably agreed as to an alternate form of security, Tenant shall

have deposited with Landlord cash or a certificate of deposit payable to Landlord issued by a

national bank or federal savings and loan association reasonably acceptable to Landlord in the

amount of one hundred ten and 00/100 percent (110.00%) of the Imposition so contested and

unpaid, together with all interest and penalties which may accrue in Landlord's reasonable

judgment in connection therewith, and all charges which may be assessed against or become a

charge on the Demised Premises, or any portion thereof, during the pendency of such

proceedings. Immediately upon the termination of any such proceedings, Tenant shall pay the

amount of such Imposition or portion thereof, if any, as finally determined in such proceedings,

the payment of which may have been deferred during the prosecution of such proceedings,

together with any costs, fees, including, without limitation, reasonable attorneys' fees, interest,

penalties, fines and other liability in connection therewith. Within 30 days after such payment

by Tenant, Landlord shall return all amounts or certificates deposited with it with respect to the

contest of such Imposition, as aforesaid, or at the written direction of Tenant, Landlord shall

make such payment out of the funds on deposit with Landlord and the balance, if any, shall be

returned to Tenant. Tenant shall be entitled to the refund of any Imposition, penalty, fine and

interest thereon received by Landlord which have been paid by Tenant or which have been paid

by Landlord but for which Landlord has been previously reimbursed in full by Tenant. Landlord

shall not be required to join in any proceedings referred to in this Section 5.2 unless the

provisions of any law, rule or regulation at the time in effect requires that such proceedings be

brought by or in the name of Landlord. In such event, Landlord shall join in such proceedings or

permit the same to be brought in Landlord's name at no cost to Landlord and upon compliance

with such conditions as Landlord may reasonably require. Landlord shall not ultimately be

subject to any liability for the payment of any fees, including, without limitation, reasonable

attorneys' fees, costs and expenses in connection with such proceedings. Tenant shall pay all

- 11 -