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 collectively 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 hereof) after the Lease Commencement Date, unless sooner 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