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EXHIBIT 10.5
SUBLEASE
THIS SUBLEASE, made and entered into as of the 1st
day of August, 1990, by and between ▇▇▇▇▇▇▇ FOODS, INC.,
an Indiana Corporation, having as its principal address,
P. O. Box 82, Jasper, Indiana, hereinafter referred to as
"▇▇▇▇▇▇▇", and The German American Bank, an Indiana
financial institution, having its principal offices at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, in the City of Jasper, Indiana,
hereinafter referred to as "Bank".
WHEREAS, ▇▇▇▇▇▇▇ has heretofore leased an area in
the D. J. Realty Corp. 1st Addition located along U. S.
Highway 231 South in the City of Jasper, Indiana, under
a lease with D. J. Realty Corp. dated August 1, 1990,
which Lease is hereinafter referred to as the "Lease";
and,
WHEREAS, Bank desires to sublease from ▇▇▇▇▇▇▇ a
portion of that premises currently leased by ▇▇▇▇▇▇▇,
upon which ▇▇▇▇▇▇▇ shall be operating a retail grocery
business.
NOW, THEREFORE, it is agreed by the parties that
Bank shall sublease and occupy a portion of that tract
leased by ▇▇▇▇▇▇▇ under the following terms and
conditions:
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ARTICLE I
THE DEMISE
Section 1.01. The Sublet Premises. ▇▇▇▇▇▇▇ does
hereby sublet to Bank, and Bank subleases from ▇▇▇▇▇▇▇,
upon the terms and conditions herein, a certain portion
of that building, parking area and drive area located on
that real estate heretofore leased by ▇▇▇▇▇▇▇ and
described in "Exhibit A" attached hereto and made part
hereof, said portion being as set forth in "Exhibit B"
attached hereto and made part hereof. That portion
sublet under this agreement may hereinafter be referred
to as being the "Sublet Premises" and shall be subject to
the terms and conditions set forth in those Leases above
described.
Section 1.02. Common Facilities. Bank shall have
the non-exclusive right to use common parking areas
currently existing for use by its customers, but shall
require Bank employees to park in spaces away from
▇▇▇▇▇▇▇'▇ customer parking near the place of customer
access to ▇▇▇▇▇▇▇'▇ store. Bank's employees shall have
non-exclusive right to use restrooms and employee "break"
room in the ▇▇▇▇▇▇▇ store premises, and Bank's customers
shall have unlimited access to the Sublet Premises
through the ▇▇▇▇▇▇▇ store premises during normal business
hours.
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Section 1.03 Services. ▇▇▇▇▇▇▇ shall furnish the
Bank with heat, air conditioning, lights and all utility
services except telephone. Such telephone expenses shall
be paid by Bank, except that ▇▇▇▇▇▇▇ shall, in the
construction of the Sublet Premises, provide all
necessary telephone conduits and wiring. Said utilities
shall be adequate to maintain a proper environment for
bank facilities.
▇▇▇▇▇▇▇ shall, at ▇▇▇▇▇▇▇'▇ expense, maintain the
Sublet Premises (including the canopy and building
structure) and all of its HVAC and other building
equipment not owned by Bank in good condition and repair.
Bank shall, at Bank's expense, provide the day-to-day
janitorial services, including carpet and floor
maintenance, and the upkeep and repair of all interior
leasehold improvements added by Lessee. Provided,
however, that Bank shall be also responsible for the
repair of any portion of the Sublet Premises to the
extent damaged by Bank, its employees or representatives.
▇▇▇▇▇▇▇ shall maintain the driveways and parking areas in
good condition and repair and reasonably free of snow,
ice, dirt and debris. No trash, waste or other debris is
to be located or placed by Bank outside the building
except in closed containers as provided by ▇▇▇▇▇▇▇.
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Section 1.04. Construction Responsibilities.
▇▇▇▇▇▇▇ agrees that it will, at its own cost and expense,
cause the construction of such necessary walls, roof and
floor, to create the separate space for the Sublet
Premises, which construction shall, except as otherwise
mutually agreed, be according to existing plans and
specifications of the Sublet Premises. ▇▇▇▇▇▇▇ will also
provide all heating and air conditioning systems,
electrical system and sprinkler system. The electrical
system shall include hook-up facilities for Bank's
fixtures and banking equipment at locations mutually
agreeable. Bank will furnish and install its own trade
fixtures including, but not limited to, all special
banking equipment, safes, remote drive-up units, alarm
system and other security devises, interior finish work,
furnishings and decorations, all of which shall remain
the property of Bank. No changes or alterations are to
be made in the plans and specifications of the ▇▇▇▇▇▇▇'▇
leased premises or of the Sublet Premises therein which
will adversely affect or materially change the facilities
of the Bank without the prior approval of the Bank, and
Bank may not change or alter the Sublet Premises in a
manner which will adversely affect ▇▇▇▇▇▇▇'▇ operation
without ▇▇▇▇▇▇▇'▇ prior approval.
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Section 1.05 Signs. Subject to provisions in the
Lease, the Bank shall have the right to erect appropriate
signs on the exterior building, over the walk-up window
and at the lobby entrance in the interior of the
building; provided, however, that no such sign shall be
erected until drawings depicting the sign together with
specifications of the methods by which such sign is to be
affixed to the building (as well as approval of location
of each sign), shall have been submitted to and approved
by ▇▇▇▇▇▇▇, which approval shall not be unreasonably
withheld.
Section 1.06. Interior Development. ▇▇▇▇▇▇▇ agrees
that it will not locate its displays of merchandise or
shelving closer to the interior walk-up facilities of the
Bank than the lobby area of the Sublet Premises and will
not block access to said area from ▇▇▇▇▇▇▇'▇ store.
Section 1.07. Taxes. ▇▇▇▇▇▇▇ agrees that during
the Granted Term of this Sublease, ▇▇▇▇▇▇▇ will pay all
real estate taxes and assessments accruing against the
Sublet Premises. Bank shall pay all such taxes accruing
upon personal property placed thereon by Bank, including
trade fixtures, furniture and equipment.
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ARTICLE II
TERM
Section 2.01. The Original Term. The term of this
Sublease is for a period ending July 31, 1995, which may
be referred to hereinafter as the "Original Term".
Section 2.02. Commencement Date. The Commencement
Date of the Original Term shall be August 1, 1990.
Section 2.03. Options for Extensions. If the Bank
shall comply with each of the terms, provisions and
conditions of this Sublease, then, subject to the terms
and conditions of the Leases, Bank shall have an option
to extend this Sublease for two (2) additional
consecutive terms of five (5) years each commencing at
the expiration of the Original Term as applicable to such
extension. The extended term or terms may be referred to
hereinafter as the "Extended Term or Extended Terms".
The Original Term and any Extended Term may be referred
to hereinafter collectively as the "Granted Term".
Notice of intention to exercise any extension above
described shall be given by Bank to ▇▇▇▇▇▇▇ in writing at
least ninety (90) days before the expiration of the
Original Term or the prior Extended Term, and if the Bank
fails to give any such notice within the time limited,
any subsequent option or options to extend shall expire
and be of no force or effect.
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Section 2.04. Termination Option. In the event
that the Lease is terminated for any reason, or if
▇▇▇▇▇▇▇ should make an assignment of its Lease to any
other firm or corporation other than an affiliated entity
or a business successor for the continued operation of a
retail grocery business, or if business operations in
that portion of the building occupied by ▇▇▇▇▇▇▇ should
be discontinued for any period of time longer than one
(1) month, except for fire or other casualty, the Bank
shall have the right to terminate this Sublease upon
thirty (30) days' notice to ▇▇▇▇▇▇▇. Should the owner of
the Leased Premises elect to terminate ▇▇▇▇▇▇▇'▇ Lease,
nothing herein shall prevent Bank from entering into a
new lease arrangement with said owner or from assuming
▇▇▇▇▇▇▇'▇ existing Lease.
ARTICLE III
RENT
Section 3.01. Rent. The Bank agrees to pay
▇▇▇▇▇▇▇, at its principal office, or at such other place
as ▇▇▇▇▇▇▇ shall designate from time to time in writing,
rental of Fourteen Thousand One Hundred Dollars
($14,100.00) per year, payable in advance in equal
monthly installments of One Thousand One Hundred Seventy-
five Dollars ($1,175.00) per month, on the first day of
each month in the Granted Term. If the Bank should be
open for business prior to the Commencement Date, the
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Bank shall pay a pro rata portion of the rental for the
part of the month prior to the Commencement Date.
Monthly payments of the rental thereafter shall be due
and payable on the first day of each calendar month.
Section 3.02. Rent During Renewal Term. In the
event Bank should elect to exercise its option to extend
this Sublease for two (2) additional consecutive terms of
five (5) years, as provided by Section 2.03, rental shall
be paid by Bank to ▇▇▇▇▇▇▇ during the first renewal term
in an annual amount of Sixteen Thousand Five Hundred
Dollars ($16,500.00), which sum shall be payable in
advance in equal monthly installments of One Thousand
Three Hundred Seventy-five Dollars ($1,375.00) per month
in the same manner provided in Section 3.01 hereof. In
the event the Bank should elect to exercise its option to
extend this Sublease for the second additional five (5)
year term, as provided by Section 2.03, rental shall be
paid by Bank to ▇▇▇▇▇▇▇ during said term in an annual
amount of Eighteen Thousand Nine Hundred Dollars
($18,900.00), which sum shall be payable in advance in
equal monthly installments of One Thousand Five Hundred
Seventy-five Dollars ($1,575.00) per month in the same
manner provided in Section 3.01 hereof.
ARTICLE IV
USE OF THE PREMISES
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Sesction 4.01. Business Use. The Sublet Premises
are to be used and occupied for the operation of a branch
banking facility, said operation being conducted in a
manner consistent with accepted banking practices, and
for no other purpose. The Bank will be entitled to
further underlet the Sublet Premises to another bank or
a saving association or any other financial institution
only with ▇▇▇▇▇▇▇'▇ prior approval; provided, however,
that a successor or affiliate bank shall be entitled to
assume Bank's operations, in which case the Sublet
Premises may be used only for the conduct of the normal
public office financial business of such financial
institution in the same manner as that conducted by Bank.
Section 4.02. Hours of Operation. Bank shall open
the Subleased Premises for the transaction of regular
banking business in the Sublet Premises for at least the
same number of hours per week and on the same number of
days per week that a majority of other branch facilities
of the Bank are open for banking business of the same
character (excluding operation of an ATM machine) as that
conducted in the Sublet Premises.
ARTICLE V
SECURITY
Section 5.01. Security Equipment. The Bank shall
install such security equipment as is deemed by it to be
necessary or desirable for prevention of robberies and
thefts in the Sublet Premises. The expense of such
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installation and maintenance shall be borne by the Bank
except that ▇▇▇▇▇▇▇ shall furnish the necessary
electricity for operation of such equipment. ▇▇▇▇▇▇▇
shall not be responsible for deliberate attempts to
penetrate the Sublet Premises, although such attempts
occur through its store. ▇▇▇▇▇▇▇ shall not furnish any
additional security not required for the protection of
its business solely due to the Bank's presence in the
store, but shall continue to maintain that minimal
security now practiced. The Bank shall have the right to
retain security personnel, provided that, if said
security personnel are to operate outside of the Sublet
Premises, prior consent of ▇▇▇▇▇▇▇ shall be obtained.
▇▇▇▇▇▇▇ shall in no event be liable for any losses
suffered by the Bank from the Sublet Premises, whether by
burglary, robbery, theft, embezzlement, mysterious
disappearance or otherwise, or by reason of failure of
the electrical service supplied by ▇▇▇▇▇▇▇ for operation
of the security devises or equipment.
ARTICLE VI
DAMAGE BY FIRE OR OTHER CASUALTY
Section 6.01. Partial or Total Destruction of
Building. In the event of any damage or any improvement
on that real estate described in the Lease by fire or
other casualty, ▇▇▇▇▇▇▇ shall cause the building's owner
to rebuild and restore the entire building as rapidly as
reasonably possible. In the event that such damage
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renders it inadvisable for the Bank to continue its
business during such period of restoration, all rental
under this Sublease shall be abated during that period in
which Bank ceases operation and until such restoration is
completed. In the event that any such damage should not
directly affect the Bank, but should cause the
discontinuance of ▇▇▇▇▇▇▇'▇ business operations in the
building, the Bank shall have the right to discontinue
its operation in the Subleased Premises until business
operations are recommenced in the other portion of the
building, and rental under this Sublease shall be totally
abated while the business operations of the Bank are
suspended. If the Building should be destroyed or
damaged to the extent of fifty per cent (50%) or more of
its then value above foundation walls, and if the
building's owner should on such occasion elect to
terminate the Lease, then this Sublease shall also be
terminated, effective on such damage.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
Section 7.01 Indemnification. Each party agrees to
indemnify and save harmless the other party against and
from any and all claims by or on behalf of any person,
firm or corporation arising from any breach or default in
the performance of any covenant or agreement on its part
to be performed under this Sublease. The indemnification
herein provided shall include all costs, counsel fees,
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and expenses or liabilities incurred in connection with
any such claim or action or proceeding brought thereon.
Each party covenants and agrees to pay and to indemnify
the other party against all legal costs and charges,
including counsel fees, lawfully and reasonably incurred
in enforcing any covenant or agreement contained in this
Sublease. In the event of any litigation between ▇▇▇▇▇▇▇
and the Bank with respect to the terms of this Sublease
or any matter arising thereunder, the successful party in
such litigation shall be entitled to recover all of its
costs, including attorney's fees, from the other party as
a part of the judgment in such litigation.
Section 7.02. Waiver of Subrogation. ▇▇▇▇▇▇▇ and
the Bank each hereby release the other from any and all
liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or
otherwise, for any loss or damage to property caused by
fire or other casualty, even if said fire or casualty
shall have been the fault or negligence of the other
party or anyone for whom such party may be responsible.
Each party agrees to cause its fire and other hazard
insurance policies to contain provisions recognizing this
release of liability and waiving all rights of
subrogation against the other party to this Sublease.
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Section 7.03. Public Liability Insurance. Each
party shall procure and maintain during the Granted Term
such policies of general liability insurance against
claims, demands or actions for personal or bodily injury
or death and for damage to property arising from or
related to or connected with the occupancy of and conduct
of business in and about the Leased Premises and the Sub-
let Premises as each party may deem adequate for its own
protection. Owner of the leased premises shall be named
as an additional party insured under such policies.
Section 7.04. Casualty Insurance. ▇▇▇▇▇▇▇ shall
procure and maintain during the Granted Term fire and
casualty insurance upon the Leased Premises, including
the Sublet Premises, as required under the Lease. Bank
shall procure and maintain such insurance upon personal
property placed upon the Sublet Premises by Bank.
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ARTICLE VIII
REMEDIES
Section 8.01. Defaults The happening of any one
(1) or more of the following events shall be deemed an
"Event of Default": the institution of proceedings in a
court of competent jurisdiction or by the Indiana
Department of Financial Institutions or the Federal
Deposit Insurance Corporation or any other regulatory
agency of state or federal government for the
reorganization, liquidation or involuntary dissolution of
the Bank, or for its adjudication as being insolvent, or
for the appointment of a receiver or conservator of the
property of the Bank, and said proceedings are not
dismissed, and any receiver, conservator, trustee, or
liquidator appointed therein discharged, within thirty
(30) days after the institution of said proceedings; the
commission or omission by the Bank of any act which
results in the assertion of a mechanic's lien claim
against the land or building of which the Sublet Premises
is a part and the same is not released or otherwise
provided for by indemnification within sixty (60) days;
the failure of the Bank to pay an installment of rent
when due and continuation of such default for ten (10)
days after notice; or the failure of the Bank to perform
any of its other covenants under this Sublease and the
continuation of such default for a period of twenty (20)
days after notice. In the event that any such default
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(other than a default that can be cured by the payment of
money) cannot be cured within the time limited, no event
of default shall be deemed to have occurred so long as
the Bank is diligently pursuing appropriate action to
cure the default if such action was commenced within the
time limited.
Section 8.02. Rights on Default. Upon the
occurrence of any event of default, ▇▇▇▇▇▇▇ may, at its
option, in addition to any other remedy or right it has
hereunder or by law;
(a) Re-enter the Sublet Premises, without demand,
and resume possession by an action in law or equity or by
force or otherwise and without being liable in trespass
or for any damages and without terminating this lease.
▇▇▇▇▇▇▇ may remove all persons and property from the
Sublet Premises after giving Bank ten (10) days' notice.
If such property is not removed within such ten (10)
days, such property shall be deemed abandoned and shall
become the property of ▇▇▇▇▇▇▇ at its election. At any
time after said ten (10) day period, ▇▇▇▇▇▇▇ may remove
all persons and property from the Sublet Premises, with
or without process of law, and Bank shall be liable for
the costs of such removal and storage of same.
(b) Terminate this lease at any time upon the date
specified in a notice to Bank. Bank's liability for
damages shall survive such termination. Upon
termination, such damages recoverable by ▇▇▇▇▇▇▇ from
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Bank shall, at ▇▇▇▇▇▇▇'▇ option, be either an amount
equal to "liquidated damages" or an amount equal to
"indemnity payments". "Liquidated damages" means an
amount equal to the excess of the rentals provided for in
this Lease which would have been payable hereunder by
Bank, had this Lease not so terminated, for the period
commencing with such termination and ending with the date
set for the expiration of the original term granted
(hereinafter referred to as "unexpired term") over the
reasonable rental value of the Leased Premises for such
unexpired term. "Indemnity payments" means an amount
equal to the rent and other payments provided for in this
Lease which would have become due and owing thereunder
from time to time during the unexpired term plus the
costs and expenses paid or incurred by ▇▇▇▇▇▇▇ from time
to time in connection with: (1) obtaining possession of
the Leased Premises; (2) removal and storage of Bank's
property; (3) care, maintenance and repair of the Leased
Premises while vacant; (4) reletting the whole or any
part of the Leased Premises; (5) making all repairs,
alterations and improvements to be made by Bank hereunder
and performing all covenants of the Bank relating to the
condition of the Sublet Premises, less the rent and other
payments, if any, actually collected and allocable to the
Leased Premises or to the portions thereof relet by
▇▇▇▇▇▇▇. Bank shall make indemnity payments monthly and
▇▇▇▇▇▇▇ can ▇▇▇ for all indemnity payments as they
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accrue. ▇▇▇▇▇▇▇ shall have the duty to sublet the
premises upon repossession and Bank shall not be liable
for any rental should ▇▇▇▇▇▇▇ allocate the Sublet
Premsies to use in ▇▇▇▇▇▇▇'▇ operation.
(c) Without terminating this Lease, relet the
Leased Premises without the same being deemed an
acceptance of the surrender of this Lease nor a waiver of
▇▇▇▇▇▇▇'▇ right to remedies and ▇▇▇▇▇▇▇ shall be entitled
to indemnity payments, as heretofore defined from Bank.
Any reletting by ▇▇▇▇▇▇▇ may be for a period equal to or
less than or extending beyond the remainder of the
original term, for the whole or any part of the Leased
Premsies, separately or with other premises, or for any
sums, or to any lessee or for any use ▇▇▇▇▇▇▇ deems
appropriate. Should ▇▇▇▇▇▇▇ allocate the Sublet Premsies
to ▇▇▇▇▇▇▇'▇ operation, then Bank shall not be liable for
any rent due during that period of time.
Section 8.03. Advances. In the event of any breach
hereunder by either party, the other party, after thirty
(30) days' written notice to the defaulting party, may
cure such breach for the account and at the expense of
the defaulting party. Any money spent or cost or expense
incurred by either party incuring such a breach or
default for the account of the other party shall be
reimbursed by the defaulting party on the first day of
the month following the payment, with interest at the
rate of twelve per cent (12%) per annum, or at four
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percent (4%) over the announced prime interest rate of
the Bank, whichever is higher. In the event of the
failure of ▇▇▇▇▇▇▇ to make prompt response to emergency
notification of the need for immediate repairs in order
to maintain the usability of the Sublet Premises, such
advance may be made by the Bank without the thirty (30)
day written notice; provided, however, that Bank shall
within twenty-four (24) hours following such advance give
▇▇▇▇▇▇▇ written notice thereof. In the event that
▇▇▇▇▇▇▇ fails to reimburse the Bank for any such
expenditure as provided herein, the Bank may deduct such
amounts as it has properly expended pursuant to the terms
hereof from the rental payment or payments thereafter
due.
ARTILCE IX
ACCESS TO THE SUBLET PREMISES
Section 9.01. Inspection and Repairs. ▇▇▇▇▇▇▇
shall have the right to enter upon the Sublet Premises
during all regular business hours for the purpose of
inspecting the same or of making repairs, additions or
alterations thereto. Except in the case of fire or other
emergency, ▇▇▇▇▇▇▇ shall not enter the Sublet Premsies
for any purpose at any time other than when the Sublet
Premises are open for business except at a time agreed
upon the Bank, and only when accompanied by an employee
of the Bank. Said right of entry shall inure to the
benefit of the Owner as well as to ▇▇▇▇▇▇▇, and the Owner
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shall also have the rights to enter the Sublet Premises
as contained in the Lease. Any entry shall, however, be
such as to maintain the effectiveness of Bank's security.
ARTICLE X
NOTICES
Section 10.01. Manner of Giving. Whenever under
this Sublease a provision is made for notice of any kind
such notice shall be given in writing and signed by or on
behalf of the party giving or making the same, and it
shall be deemed sufficient notice and service thereof if
such notice is to the Bank and is sent by first class
mail, postage pre-paid, to the general offices of the
Bank at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; and if to
▇▇▇▇▇▇▇, sent by first class mail, postage pre-paid, at
P. O. ▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Either party hereto
may change its address for notification purposes by
written notice to the other party. In the event of the
need for emergency notice to ▇▇▇▇▇▇▇ (e. g. failure of
HVAC systems, casualty damage, serious roof leakage,
etc.) the bank may notify ▇▇▇▇▇▇▇'▇ officer or store
manager by telephone, but shall within twenty-four (24)
hours thereafter give written notice thereof in the
manner above provided.
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ARTICLE XI
SURRENDER OF POSSESSION
Section 11.01. Surrender in Good Condition. At the
expiration of the subtenancy created hereunder, whether
by lapse of time or otherwise, the Bank shall surrender
the Sublet Premises in good condition and repair,
reasonable wear and tear, loss by fire and other
casualty, and acts of God excepted. The Bank shall
remove its personal property from the Sublet Premises and
shall repair any damage to the building and the Sublet
Premises caused by the installation or removal of such
property. The Bank shall also close any openings in the
wall of the building created for the Bank's drive-up
window in a manner reasonably satisfactory to ▇▇▇▇▇▇▇ and
Owner. All fixtures, partitions, equipment, trade
fixtures, alterations or changes in the Sublet Premises
installed by the Bank shall be and remain personal
property, regardless of the manner of their annexation,
and may be removed by the Bank, if it so elects, and
shall be removed by the Bank if ▇▇▇▇▇▇▇ or Owner so
directs, in whole or in part, at the termination of the
Granted Term. Any damage to the Sublet Premises caused
by the installation or removal of any such property shall
be repaired by the Bank. Any such property remaining
with said consent shall become the sole property of
▇▇▇▇▇▇▇.
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Section 11.02. Holding Over. In the event the Bank
remains in possession of the Sublet Premises with the
consent of ▇▇▇▇▇▇▇ after the expiration of the Granted
Term, and without the execution of a new Sublease, it
shall be deemed to be occupying the Sublet Premises as a
subtenant from month to month at the same monthly rent
and subject to all other conditions and provisions of
this Sublease insofar as the same are applicable to a
month to month subtenancy.
ARTICLE XII
GENERAL PROVISIONS
Section 12.01. Remedies Cumulative - Non Waiver.
The various rights and remedies herein contained and
reserved to each of the parties shall not be considered
as exclusive of any other right or remedy of such party,
which shall be construed as cumulative and shall be in
addition to every other remedy now or hereafter existing
at law, in equity, or by statute, and such rights and
remedies may be exercised and enforced concurrently and
whenever and as often as occasion therefor arises. No
delay or omission of the right to exercise any power by
either party shall impair any such right or power, or be
construed of a waiver of any default or as acquiescence
therein. One or more waivers of any covenant, term or
condition, of this Sublease by either party shall not be
construed by the other party as a waiver of subsequent or
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continuing breaches of the same covenant, term or
condition. The consent or approval by either party to or
of any act by the other party of a nature requiring
consent or approval shall not be deemed to waive or
render unnecessary consent to or approval of any
subsequent similar act.
Section 12.02. Complete Agreement. The headings of
the several articles and sections contained herein are
for convenience only and do not define, limit or construe
the contents of such articles and sections. All
negotiations, considerations, representations and
understandings between the parties are incorporated
herein, and may be modified or altered only by agreement
in writing signed by the party to be bound.
Section 12.03. Agreement Binding on Successors.
The covenants, agreements and obligations herein
contained shall extend to, bind and inure to the benefit
not only of the parties hereto, but their successors and
assigns.
Section 12.04. Authorization. Each party hereto
executes this Sublease by its duly elected officers, who
have been authorized by said party's Board of Directors
to execute this instrument on behalf of that respective
party.
IN WITNESS WHEREOF, the parties have cause this
Sublease to be executed as of the day and year first
above set forth.
23
"▇▇▇▇▇▇▇"
▇▇▇▇▇▇▇ FOODS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Pres.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
ATTEST:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
"BANK"
THE GERMAN AMERICAN BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board
ATTEST:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
STATE OF INDIANA )
)SS:
COUNTY OF ▇▇▇▇▇▇ )
Before me, the undersigned, a Notary Public in and
for said County and State, personally appeared the
within named ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, known
to me to be the President and Secretary, respectively, of
▇▇▇▇▇▇▇ FOODS, INC. who acknowledged the truth of the
statements in the foregoing instrument to be its
voluntary act and deed.
24
WITNESS my hand and seal this 3 day of AUG, 1990.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Notary Public
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Printed Name
Residing in ▇▇▇▇▇▇ County, IN
MY COMMISSION EXPIRES:
11/25/90
STATE OF INDIANA )
)SS:
COUNTY OF ▇▇▇▇▇▇ )
Before me, the undersigned, a Notary Public in and
for said County and State, personally appeared the
within named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known
to me to be the Chairman of the Board and the SVP,
respectively, of The German American Bank, who
acknowledged the truth of the statements in the foregoing
instrument and the execution thereof to be its voluntary
act and deed.
WITNESS my hand and seal this 6 day of AUGUST, 1990.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Notary Public
▇▇▇▇▇ ▇. ▇▇▇▇
Printed Name
Residing in ▇▇▇▇▇▇ County,
IN
MY COMMISSION EXPIRES: ▇▇▇▇▇ ▇. ▇▇▇▇
My Commission Expires June 12,
1994
June 21, 1994 A Notary Public
Residing in ▇▇▇▇▇▇ County
25
[GERMAN AMERICAN BANK LETTERHEAD]
January 5, 1995
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Foods, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: German American Bank, Crossing Office Sublease
▇▇▇▇:
In compliance with our sublease, Article II, Section
2.03, we would like to exercise our option to extend our
sublease for an additional five year term for the German
American Bank, Crossing office.
The original term expires on July 31, 1995. Please
attach this letter as an addendum to the original
contract.
We have appreciated the courtesy of your staff
during the original term, and look forward to the next
"extended term" period.
If you have any questions, please feel free to give
me a call.
Sincerely,
/s/ ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
cc: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman