EXECUTION VERSION Prepared by and Return to: Thomas W. Danaher, Esq. Gray Robinson, P.A. 401 E. Jackson Street, Suite 2700 Tampa, FL 33602
MEMORANDUM OF MARINE TERMINAL LEASE AND OPERATING AGREEMENT THIS MEMORANDUM OF MARINE TERMINAL LEASE AND OPERATING AGREEMENT (the "Memorandum") is made as of this day of , 2014, between CANAVERAL PORT AUTHORITY, a body politic and corporate existing under and by virtue of the laws of the State of Florida, whose mailing address is 445 Challenger Road, Suite 301, Cape Canaveral, FL 32920 {the "Authority"); and GT USA LLC, a Florida limited liability company, having a U.S. mailing address for purposes of this Agreement at clo Corporate Services Company, 1201 Hays Street, Tallahassee, FL 32301 ("GTUSA"). This Memorandum is made under the following circumstances: A. Authority is the owner of certain real property in Brevard County, Florida comprising the Canaveral Port District, also known as Port Canaveral (the "Port"), within which the lands described in Exhibit A attached hereto and incorporated herein (the "Premises") are located. 8. Authority and GTUSA have entered into a Marine Terminal Lease and Operating Agreement (the "Agreement"), executed and delivered as of June 23, 2014, subject to certain conditions subsequent set forth in the definition of Effective Date in Section 2.1 thereof, and pursuant to which, among various other matters set forth therein, Authority has leased the Premises to GTUSA. C. While the Agreement itself is a matter of public record pursuant to Florida law, Authority and GTUSA have agreed to make and record this Memorandum for purposes of Chapter 695.01, Florida Statutes, to give record notice of the lease provided for in the Agreement, and the terms and provisions of the Agreement are each deemed incorporated herein and made a part of this Memorandum by reference. NOW, THEREFORE, the parties hereby memorialize the following provisions of the Agreement, cumulative and subject to the further terms and conditions expressly provided for therein: 1. The initial term of the Agreement is twenty (20) years, commencing on - - -- - - - - - -路 201_ (the "Effective Date"), and ending on the calendar day immediately preceding the twentieth (20th) anniversary of that Effective Date. The Agreement makes provision for two (2) renewal terms, consecutive to the initial term, of ten (10) and five (5) years, respectively, subject to various terms and conditions set forth in the Agreement. The word "Term" as used herein shall refer to the aforementioned initial term and any renewal terms that occur. 2. The Agreement requires GTUSA make certain payments to Authority that include, but are not limited to, both rent and non-rent payments.
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EME_ ACTIVF.-.559388388 2-DMOORE-768835-00001 06i2312014