Hollywood Park, Inc.
Exhibit 10.44
SUBLEASE
By and Between
HP YAKAMA, INC.
and
YAKAMA TRIBAL GAMING CORPORATION
September 11, 1997
SUBLEASE
This SUBLEASE (this "Sublease") is made this 11th day of September, 1997,
by and between HP YAKAMA, INC., a Delaware corporation ("Sublessor"), and Yakama
Tribal Gaming Corporation (the "Tribal Corporation"), a tribal corporation
established under the laws of THE CONFEDERATED TRIBES AND BANDS OF THE YAKAMA
INDIAN NATION (the "Nation"), a federally recognized Indian tribe located in the
State of Washington, with reference to the following facts and circumstances:
A. Sublessor is leasing the Leased Premises (as defined in the Master
Lease (as defined hereinafter)) from the Tribal Corporation pursuant to that
certain Master Lease dated as of the date first set forth above by and between
the Nation and the Sublessor (the "Master Lease") (all capitalized terms used
herein without definition shall have the respective meanings ascribed thereto in
the Master Lease).
B. Sublessor is subleasing the Leased Premises to the Tribal Corporation
upon the terms and conditions set forth herein, including, without limitation,
the Nation's assumption of all of Sublessor's obligations under the Master
Lease.
NOW, THEREFORE, Sublessor, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, for the execution and
performance of the Loan Documents and the other Transaction Documents and the
covenants, agreements and conditions contained in this Sublease to be performed
and kept by the Tribal Corporation, does hereby let and rent to the Tribal
Corporation, and the Tribal Corporation does hereby take and hire as tenant of
Sublessor, the Leased Premises, upon the terms and conditions set forth in this
Sublease.
ARTICLE I
PRELIMINARY PROVISIONS
I.1 The Tribal Corporation. The Tribal Corporation represents and warrants
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that it has full right, power and authority to enter into this Sublease.
I.2 Notices. Any notice required to be given pursuant to this Sublease shall
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be delivered by overnight courier or U.S. Express Mail with notice deemed
effective on the later of the first business day after deposit or the day on
which the courier confirms delivery, addressed as follows:
(a) If to the Tribal Corporation:
YAKAMA TRIBAL GAMING CORPORATION
c/o The Confederated Tribes and
Bands of the Yakama Indian Nation
P.O. Box 151
Toppenish, Washington 98948
With a copy to:
The Confederated Tribes and
Bands of the Yakama Indian Nation
P.O. Box 151
Toppenish, Washington 98948
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Attention: Chairperson, Tribal Council
and:
Levine & Associates
2049 Century Park East, Suite 710
Los Angeles, CA 90017
Attn: Jerome Levine, Esq.
(b) If to Sublessor:
c/o Hollywood Park, Inc.
1050 South Prairie Avenue
Inglewood, CA 90301
Attn: Chief Financial Officer
With simultaneous copies to:
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
Attn: Alvin Segel, Esq.
or to such other address(es) as the parties provide to each other in writing.
I.3 Assumption of Master Lease Obligations. The Tribal Corporation hereby
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assumes each and every obligation of Sublessor, as lessee, under the Master
Lease. Without limitation of the foregoing, the Tribal Corporation hereby
acknowledges and agrees that all responsibilities under the Master Lease have
shifted to the Tribal Corporation and the Tribal Corporation has full
responsibility with respect thereto (including, without limitation, all
obligations with respect to payment of rents, completion of development of the
Facility, insurance, indemnification, accounting and audits, bonding,
maintenance, environmental conditions and reports and encumbrances).
ARTICLE II
TERM
II.1 Term. The term of this Sublease (the "Term") shall commence on the
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Effective Date and shall continue thereafter, unless sooner terminated in
accordance with the provisions hereof, through and including the seventh (7th)
anniversary of the Commencement Date (the "Lease Termination Date"); provided,
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however, that the Term (i) shall be extended to the same extent that the term of
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the Master Lease is extended pursuant to Article 9 thereof, (ii) shall, at
Sublessor's option, be extended by the number of days of any period during which
the term of the Consulting Agreement has been extended pursuant to Section 3.5
of the Consulting Agreement and rent shall continue to be payable hereunder
during such suspension period, and (iii) this Sublease shall terminate and be of
no force and effect if the Effective Date has not occurred on or before August
1, 1998.
II.2 Surrender of the Leased Premises. On the Lease Termination Date, or upon
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the sooner termination of this Sublease pursuant to the provisions hereof, the
Tribal Corporation shall peaceably and quietly leave, surrender and yield up to
Sublessor the
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Leased Premises, broom clean and in good order and condition, reasonable wear
and tear excepted; provided, however, that the Tribal Corporation shall have the
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right to remove personal property to the extent such property is not required to
remain on the Leased Premises pursuant to the Master Lease.
ARTICLE III
RENTALS
III.1 Rent.
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(a) During the Term, the Tribal Corporation shall pay to Sublessor, at the
address set forth herein and in lawful money of the United States, monthly
payments ("Sublease Rent") in an amount equal to the applicable percentage of
Net Revenues for the preceding month set forth below:
(i) Twenty-eight percent (28%), until such time as the aggregate
Net Revenues which have accrued since the Commencement Date
equal $26,000,000;
(ii) Twenty-five percent (25%), until such time as the aggregate Net
Revenues which have accrued since the Commencement Date equal
$41,000,000; and
(iii) Twenty-two percent (22%) after such time as the aggregate Net
Revenues exceed $41,000,000;
provided, however, that in the event that the Tribal Corporation fully repays
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the Loan before the maturity thereof, the applicable percentage of Net Revenues
payable as Sublease Rent shall be reduced from the date of such repayment by
three percent (3%); provided, further, that no such reduction shall be made in
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the applicable percentage of Net Revenues payable as Sublease Rent prior to the
fifth anniversary of the Commencement Date.
(b) Rental payments due hereunder shall be payable, in arrears, with the
first monthly rental payment due on the twentieth (20th) day of the first
complete month following the month in which the Commencement Date occurs, and
continuing on the twentieth (20th) day of each month thereafter. Sublease Rent
shall be payable solely out of and to the extent of Available Distributable
Cash. Sublease Rent which is earned but not paid shall be accrued without
interest. Payments of Sublease Rent shall be based on the following priority of
payments: (i) principal amounts on the Loan that were previously accrued but
unpaid; (ii) principal amounts on the Loan that are currently due and payable;
(iii) Sublease Rent that was previously accrued but unpaid; and (iv) Sublease
Rent that is currently due and payable.
(c) All Sublease Rent accrued but unpaid because of insufficient Available
Distributable Cash and still unpaid more than thirty-one (31) days after the
seventh anniversary of the Commencement Date or the termination of the
Consulting Agreement by reason of a default thereunder by the Consultant shall
no longer be payable.
ARTICLE IV
USE and OCCUPANCY
IV.1 Use of the Facility. The Tribal Corporation shall use the Leased Premises
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solely
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for the establishment and operation of the Enterprise in accordance with the
provisions of Applicable Laws and the Master Lease.
IV.2 Maintenance and Repairs. The Tribal Corporation shall make or cause to be
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made all necessary repairs, alterations and/or replacements thereto, interior,
exterior, structural and nonstructural, reasonable wear and tear excepted. All
such repairs, alterations and replacements shall be equal in quality to the
original work. Further, the Tribal Corporation shall keep the sidewalks, curbs,
entrances, passageways and areas adjoining or appurtenant to the Facility in a
clean and orderly condition, free of snow, ice, rubbish and obstruction. Any
and all expenses incurred in connection with the performance of the obligations
imposed under this Section shall be deemed an operating expense of the
Enterprise.
IV.3 Right to Enter. Sublessor shall have access to the Facility in company
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with an agent of the Tribal Corporation at any and all reasonable times for the
purpose of inspecting the Facility, or for the purpose of carrying out
Sublessor's rights described in this Sublease, subject to the security
requirements of the Enterprise.
ARTICLE V
IMPROVEMENTS
V.1 Quality. Any construction, maintenance and repair work, alterations, or
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replacements to the Facility shall be of first class quality in accordance with
the Master Lease.
V.2 Liens. The Tribal Corporation shall have no authority, express or implied
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to create or place any lien or encumbrance, of any kind or nature whatsoever,
upon, or in any manner to bind the interest of Sublessor in the Leased Premises.
Sublessor will pay promptly all sums legally due and payable by Sublessor on
account of any labor performed, or on account of any material supplied, to the
Leased Premises as to which any lien is or legally can be asserted against the
Leased Premises.
ARTICLE VI
INSURANCE
The parties agree that at all times during the Term, the Tribal Corporation
shall obtain and maintain such insurance coverage for the Facility as is
required pursuant to the Consulting Agreement, the Loan Agreement and the Master
Lease.
ARTICLE VII
ENCUMBRANCES
The Tribal Corporation shall have no right or privilege to mortgage or
otherwise encumber its interest, in whole or in part in the Leased Premises
without the express, written consent of Sublessor, which consent, or the denial
thereof, shall be in Sublessor's sole and absolute discretion.
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ARTICLE VIII
ASSIGNMENT AND SUBLETTING.
The Tribal Corporation shall not, unless otherwise expressly authorized
herein, sublease, assign or transfer any right to or interest in this Sublease
to any Person other than an Affiliate without the written consent of the Lessor
and approval of the Secretary and sureties. No such sublease, assignment or
transfer shall be valid or binding without said consent and approval and then
only upon the condition that sublessee has agreed in writing that in the event
of conflict between the provisions of this Sublease and of said sublease, the
provisions of this Sublease shall prevail. The term of any sublease shall not
exceed the term of this Sublease. No sublease shall release the Tribal
Corporation from any obligation under this Sublease or substitute the sublessee
for the Tribal Corporation hereunder. Any sublease made, except as aforesaid
shall be deemed a breach of this Sublease.
ARTICLE IX
EVENTS OF DEFAULT; RIGHTS AND REMEDIES
IX.1 Event of Default. Any one or more of the following events shall constitute
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an Event of Default hereunder:
(a) Failure to pay any amount or any part thereof payable by the Tribal
Corporation under this Sublease or the Master Lease (including, without
limitation, rental payments hereunder, payments of Impositions and payment of
rent owing under the Master Lease) within five (5) days of when due and payable.
(b) Any set of facts which would cause the Secretary to cancel this Sublease,
pursuant to any Applicable Law (including, without limitation, 25 U.S.C. (S)415
and regulations promulgated thereunder).
(c) Any other act or omission in breach of the terms hereof which act or
omission shall continue for a period of fifteen (15) days after written notice
specifying such omission or breach and requesting that it be remedied, unless
Sublessor has agreed in writing to an extension of such time prior to its
expiration, or for such longer period as may be reasonably necessary to remedy
such act or omission, provided that the Tribal Corporation is proceeding with
reasonable diligence to remedy the same.
(d) An Event of Default under any of the Loan Documents or the other
Transaction Documents.
IX.2 Notice of Termination. In the event that an Event of Default occurs and is
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not cured, then the Term shall expire and terminate with the same force and
effect as though the date so specified were the Lease Termination Date, and
Sublessor shall have the remedies with respect to the Leased Premises set forth
below.
IX.3 The Tribal Corporation's Obligations upon Termination. Upon the expiration
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or termination of this Sublease, without limitation of any and all rights and
remedies available to Sublessor pursuant to Applicable Laws (including, without
limitation, the right to evict Tribal Corporation from the Leased Premises)
which rights are expressly reserved by and made available to Sublessor hereby,
the Tribal Corporation shall quit and
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peaceably surrender the Leased Premises, without any payment by Sublessor,
without further notice, any and all notice to quit, notice of intention to re-
enter or any other notices and any institution of legal proceedings being hereby
waived.
ARTICLE X
LIMITED WAIVER OF SOVEREIGN IMMUNITY
X.1 Limited Waiver of Sovereign Immunity.
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X.1.1 Retention of Sovereign Immunity. By this Agreement, the Tribal
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Corporation does not waive, limit or modify its sovereign immunity from
unconsented suit or proceedings in arbitration, except as provided in this
Article.
X.1.2 Scope of Waiver. Subject to the provisions of this Article,
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the Tribal Corporation hereby expressly grants to Sublessor and the other
Persons within the scope of Article X, Section 10.1.5, a limited waiver of its
sovereign immunity from unconsented suit and proceedings in arbitration, its
right to require exhaustion of Tribal remedies, its right to seek Tribal
remedies and its right to be sued in the Courts of the Nation, as such Courts
are or may be established, and consents to suit in accordance with this Article.
X.1.3 Procedural Requirements. the Tribal Corporation grants a
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limited waiver of its sovereign immunity as to suit involving a claim if, and
only if, each and every one of the following conditions is met:
(a) The claim is made by a party designated under Article X,
Section 10.1.5, and not by any other Person;
(b) The claim alleges a breach by the Tribal Corporation of one
or more of the specific obligations or duties expressly assumed by the Tribal
Corporation under the terms of this Agreement or the other Transaction Documents
(including, without limitation, all indemnification obligations hereunder);
(c) The claim seeks:
(i) some specific action, or discontinuance of some
action, by the Tribal Corporation or the Enterprise to bring the Tribal
Corporation into full compliance with the duties and obligations expressly
assumed by the Tribal Corporation under this Agreement or the other Transaction
Documents; or
(ii) money damages for noncompliance with the terms and
provisions of this Agreement or the other Transaction Documents (including,
without limitation, all indemnification obligations hereunder).
(d) The claim is made in a detailed written statement to the
Tribal Corporation stating the specific action or discontinuance of action by
the Tribal Corporation or the Enterprise which would cure the alleged breach or
non-performance, or the sum of money claimed to be due and owing from the Tribal
Corporation to Sublessor by reason of such specific breach or non-performance,
and, except where Sublessor is seeking injunctive relief, the Tribal Corporation
shall have thirty (30) calendar days to cure such breach or non-performance or
to make such payment before arbitration or judicial proceedings may be
instituted.
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X.1.4 Time Period. With respect to any claim authorized in this
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Article, initial judicial proceedings, as authorized herein, shall be commenced
within the later of two (2) years after the claim accrues or one year after the
claim is discovered, or such claim shall be forever barred. The waiver granted
herein shall commence on the Execution Date and shall continue for two years
following the expiration, termination, or cancellation of this Agreement or the
other Transaction Documents (whichever is later), except that the waiver shall
remain effective for any proceedings then pending, and all appeals therefrom.
X.1.5 Recipient of Waiver. The recipients of the benefit of this
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waiver of sovereign immunity are limited to Sublessor, its successors and
assigns and any and all Persons covered by the indemnification provisions
hereof.
X.1.6 Federal Question. The parties agree that any dispute raised
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under the provisions of this Article shall be resolved first pursuant to
applicable federal law, and if no federal law applies, pursuant to the
applicable laws of the State.
X.1.7 Service of Process. In any proceeding brought pursuant to this
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Article, the Tribal Corporation consents to service made in accordance with the
notice provisions of this Agreement.
X.1.8 Enforcement. the Tribal Corporation waives its sovereign
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immunity from a judgment or order consistent with the terms and provisions of
this Article, which is final because either the time for appeal thereof has
expired or the judgment or order is issued by a court having final appellate
jurisdiction over the matter. the Tribal Corporation consents to the
jurisdiction of the United States District Court for the Eastern District of
Washington and any court having appellate jurisdiction thereover, consistent
with the terms and conditions of this Article. None of the parties shall object
to the jurisdiction or venue of said federal court. Without in any way limiting
the generality of the foregoing, the Tribal Corporation expressly authorizes any
Governmental authorities who have the right and duty under Applicable Law to
take any action authorized by any court, to take such action to give effect to
any judgment entered against the Tribal Corporation, including, without
limitation, entering on to the Property, or any other lands within the Tribal
Corporation's or the Nation's jurisdiction, and the Facility to seize possession
of any Collateral for the purpose of giving effect to any judgment entered
against the Tribal Corporation pursuant to this Article.
X.1.9 Assets Pledged to Satisfy Enforcement Proceedings. The
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foregoing limited waiver of sovereign immunity is expressly conditioned on the
parties' agreement, set forth herein, that the only assets, including property
and funds, which shall be available, and which are thus specifically pledged and
assigned hereby, to satisfy any enforcement proceedings or judgment in
connection with this Agreement, or any other Transaction Document, shall be
limited to (i) the Collateral, and (ii) possession of the Leased Premises as
provided in the Master Lease.
X.1.10 Limitation Upon Enforcement. Damages awarded against the
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Tribal Corporation or the Enterprise shall be satisfied solely from assets
specified in Article X, Section 10.1.9, and shall not constitute a lien upon or
be collectible from any other income or assets of the Tribal Corporation, except
with the written consent of the Tribal Corporation.
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X.1.11 Expenses of Judicial Enforcement. Except as ordered by a
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court of competent jurisdiction, all parties shall bear their own costs,
including attorneys' fees, in connection with any judicial proceedings
authorized under this Agreement. The parties expressly agree that this
provision shall survive the termination, for any reason, or expiration of this
Agreement.
X.1.12 Guaranty. the Tribal Corporation agrees not to revoke or
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limit, in whole or in part, the limited waiver of sovereign immunity of the
Tribal Corporation contained in this Article or in any way attempt to revoke or
limit, in whole or in part, such limited waiver of sovereign immunity. In the
event of any such revocation or attempted revocation, the parties expressly
recognize and agree that there remains no adequate remedy at law available to
Sublessor, and the Tribal Corporation hereby consents to the entry of
appropriate injunctive relief consistent with the terms and conditions of this
Agreement, as may be granted by any court of competent jurisdiction.
ARTICLE XI
NO MERGER
It is the intention of the parties hereto that the leasehold interest
created by this Sublease shall not merge into fee title to the Leased Premises
by reason of such interests coming into common or related ownership.
ARTICLE XII
MISCELLANEOUS
XII.1 Indemnification by the Tribal Corporation.
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XII.1.1 Indemnification by The Tribal Corporation. The Tribal
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Corporation agrees to indemnify and hold harmless Sublessor, its directors,
officers, agents and employees, against any and all claims of or losses, damages
or liability to third parties to which Sublessor, its directors, officers,
agents and employees, may become subject under any law in connection with the
carrying out of the transactions contemplated by this Agreement or the other
Transaction Documents, or the conduct of any activity on the Property (other
than as a result of gross negligence or willful misconduct of any such party)
and to reimburse Sublessor, its directors, officers, agents and employees, for
any out-of-pocket legal and other expenses (including reasonable attorneys'
fees) incurred by Sublessor, its directors, officers, agents and employees, in
connection with investigating any such losses, claims, damages or liabilities or
in connection with defending any actions relating thereto. Sublessor agrees, at
the request and reasonable expense of the Tribal Corporation, to cooperate in
the making of any investigation in defense of any such claim and promptly to
assert any or all of the rights and privileges and defenses which may be
available to Sublessor. The Tribal Corporation further releases and agrees to
hold harmless Sublessor, its directors, officers, agents and employees, from any
claims of or losses, damages or liability to third parties arising out of any
covenant, representation or undertaking of the Tribal Corporation contained in
this Agreement, or the other Transaction Documents. The provisions of this
Section shall survive the termination of this Agreement and the other
Transaction Documents.
XII.1.2 Indemnification by Sublessor. Sublessor agrees to indemnify
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and hold harmless the Tribal Corporation and its directors, officers, agents and
employees, against any and all claims of or losses, damages or liability to
third parties to which the Tribal Corporation and its directors, officers,
agents and employees, may
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become subject under any law as a result of the gross negligence or willful
misconduct of the directors, officers, agents or employees of the Sublessor, and
to reimburse the Tribal Corporation and its directors, officers, agents and
employees, for any out-of-pocket legal and other expenses (including reasonable
attorneys' fees) incurred by the Tribal Corporation and its directors, officers,
agents and employees, in connection with investigating any such losses, claims,
damages or liabilities or in connection with defending any actions relating
thereto. The Tribal Corporation agrees, at the request and reasonable expense of
the Sublessor, to cooperate in the making of any investigation in defense of any
such claim and promptly to assert any or all of the rights and privileges and
defenses which may be available to the Tribal Corporation. Sublessor further
releases and agrees to hold harmless the Tribal Corporation and its directors,
officers, agents and employees, from any claims of or losses, damages or
liability to third parties arising out of any covenant, representation or
warranty of the Sublessor contained in this Agreement or the other Transaction
Documents. The provisions of this Section shall survive the termination of this
Agreement and the other Transaction Documents.
XII.1.3 Rights of Persons Covered. The Persons covered by the
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indemnification provisions hereof shall be third party beneficiaries of this
Agreement and shall have the right, subject to the provisions of this Agreement,
to enforce such indemnification provisions.
XII.2 Recording. This Sublease shall be filed and recorded in the appropriate
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branch of the Land Titles and Records Office of the Department of the Interior.
Sublessor agrees that if so requested by the Tribal Corporation, Sublessor will
execute in recordable form for purposes of recordation at the Tribal
Corporation's expense a short form of Sublease containing the names of the
parties, the description of the Leased Premises and the Facility, the Term of
the Sublease, a statement regarding the use of the Facility, and such other
provisions as either party may require.
XII.3 Right to Perform. If the Tribal Corporation defaults in the making of
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any payment required to be made by the Tribal Corporation and which is capable
of being made or done by Sublessor, then Sublessor may, but shall not be
required to, make such payment, and the amount of such payment, if made by
Sublessor, with interest thereon at the rate of ten percent (10%) per annum,
shall be paid by the Tribal Corporation to Sublessor. The making of such
payment by Sublessor shall not operate to cure such default or to estop
Sublessor from the pursuit of any remedy to which Sublessor may be entitled
because of any breach on the part of the Tribal Corporation of any covenant or
condition herein, nor the acceptance of rent herein by Sublessor either from the
Tribal Corporation or any tenant, whether or not such delay or acceptance be
with knowledge on the part of Sublessor of such breach, shall prejudice
Sublessor's privilege to invoke such remedy, which privilege shall continue
until such breach is cured.
XII.4 No Partnership. The Tribal Corporation shall not be construed or held to
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be a partner or associate of Sublessor in the conduct of Sublessor's business,
it being expressly understood and agreed that the relationship between the
parties hereto is and shall at all times remaining during the Term, that of
lessor and lessee.
XII.5 No Waiver. No failure by the Tribal Corporation to insist upon the
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performance of any covenant, agreement, provision or condition of this Sublease
or to exercise any right or remedy consequent upon a default hereunder, and no
acceptance of full or partial rent during the continuance of any such default
shall constitute a waiver of any such default or of such covenant, agreement,
provision or condition.
XII.6 Execution in Counterparts, in Quadruplicate. This Sublease is being
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executed in counterparts in four (4) originals, one to be retained by each party
and one each for the Secretary and the Chairman.
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XII.7 Covenants to Run with the Land. During the Term, the covenants contained
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herein shall run with the land and be binding on and inure to the benefit of the
parties, their heirs, successors and assigns.
XII.8 Entire Agreement. This Sublease cannot be changed or terminated orally.
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This Sublease, along with the Loan Documents and the other Transaction
Documents, contain the entire agreement between the parties; any prior agreement
(including, without limitation, the MOU) is hereby superceded and any agreement
hereafter made shall be ineffective to change, modify or discharge this Sublease
in whole or in part, unless such subsequent agreement is in writing and signed
by the party against whom enforcement of the change, modification or discharge
is sought.
XII.9 No Third Party Beneficiary Rights. Except as provided in Section 12.1.3,
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nothing contained in this Sublease is intended nor shall be construed as
creating any third party beneficiary rights.
IN WITNESS WHEREOF, on the day and year first above written, the Tribal
Corporation and Sublessor have duly executed this Sublease as their free act and
deed, by and through their authorized representatives.
YAKAMA TRIBAL GAMING CORPORATION,
a tribal corporation established under the laws
of THE CONFEDERATED TRIBES AND BANDS OF THE
YAKAMA NATION
By: /s/Ross K. Sockzehigh
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Name: Ross K. Sockzehigh
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Title: Chairman of the Board
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HP YAKAMA, INC.,
a Delaware corporation
By: /s/Bruce Rimbo
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Name: Bruce Rimbo
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Title: Vice President and Secretary
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ACKNOWLEDGMENTS TO SUBLEASE
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State of Washington :
: SS
County of __________ :
On this ____ day of ________, 1997, before me, the undersigned Notary
Public, appeared Yakama Tribal Gaming Corporation, by and through
_______________________, its __________, personally known to be, or proved to me
on the basis of satisfactory evidence to be, the person who executed the
attached document as the authorized representative of the Yakama Tribal Gaming
Corporation, who swore that the same was an act of his own free will and of the
free will of the Yakama Tribal Gaming Corporation.
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Notary Public
State of __________ :
: SS
County of _________ :
On this ____ day of _______________, 1997, before me, the undersigned
Notary Public, appeared HP YAKAMA, INC., a _______________ , by and through
__________________, its ___________________ personally known to be, or proved to
me on the basis of satisfactory evidence to be, the person who executed the
attached document as the authorized representative of HP YAKAMA, Inc., who swore
that the same was an act of his own free will and of the free will of HP YAKAMA,
INC.
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Notary Public
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