LEASE AGREEMENT

 

                                 Exhibit 10.21

                                 -------------

 

 

                                 LEASE AGREEMENT

                              With Purchase Option

 

 

         This LEASE AGREEMENT (this "Lease") made and entered into this 12th day

of July, 2005 ("Effective Date") by and between MYER DEVELOPMENT CO., a Missouri

corporation ("Landlord"), and BRANSON RESTAURANTS, INC., a Missouri corporation

("Tenant").

 

         In consideration of the terms, covenants, and conditions herein

contained, Landlord and Tenant covenant and agree as follows:

 

                                    Article 1

                                   DEFINITIONS

 

         Whenever capitalized in this Lease, each of the following terms shall

have the meaning given in this Article, unless otherwise specified in this Lease

or unless the context clearly indicates a contrary intent. Certain additional

defined terms may be set forth elsewhere in this Lease.

 

         1.1. "Additional Rent": all amounts other than Percentage Rent and

Minimum Rent which Tenant is required to pay under this Lease, including,

without limitation, all utilities, insurance, taxes and maintenance charges, if

any, and other payments which Tenant in any of the provisions of this Lease

assumes, agrees or otherwise becomes obligated to pay (or reimburse Landlord on

demand for any payments thereof made by Landlord).

 

         1.2. "Commencement Date": July 12, 2005.

 

         1.3. "Default Rate": an interest rate equal to eighteen percent (18%)

per annum.

 

         1.4. "Extension Option": any option granted to Tenant under Section

2.2, below, to extend the Term.

 

         1.5. "Hotel": the Hotel near the Premises owned and operated as of the

Commencement Date by Landlord, known as the Best Western Center Pointe Inn.

 

         1.6. "Land": the land located in the City of Branson, Taney County,

Missouri, as generally outlined on Exhibit A, attached hereto and incorporated

herein by reference. The boundaries of the Land will include the footprint of

the Restaurant Building, the landscaped areas immediately adjacent thereto and

the area surrounding the existing dumpsters serving the Restaurant Building.

However, for purposes of the Option described in Article 15, below, the

boundaries of the Land will be the platted boundaries thereof as approved by the

City of Branson pursuant to the Option procedures described in such Article.

 

         1.7. "Laws": all laws, regulations, rules, ordinances and orders of any

governmental authority, including by way of illustration and not limitation

statutes, zoning ordinances, building codes, common law and rulings, decisions

and interpretations of all judicial, quasi-judicial and administrative bodies.

 

         1.8. "Lease Year": The first Lease Year will be the period beginning on

the Commencement Date and ending December 31, 2005. Each subsequent Lease Year

will be a period of twelve successive calendar months beginning on January 1 and

ending on December 31.

 

         1.9. "Minimum Rent": the Minimum Rent for the Premises as set forth in

Paragraph 2.6, below.

 

 

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         1.10. "Percentage Rent": the percentage rent based on gross receipts

from use of the Premises as set forth in Paragraph 2.3, below.

 

          1.11. "Premises": the Land, together with the Restaurant Building and

any easements and other appurtenances thereto. The Premises are commonly known

as and have a street address of 3225 W. Highway 76, Branson, Missouri.

 

         1.12. "Restaurant Building": the 8,000   square foot restaurant

building constructed on the Land.

 

         1.13. "Term": the initial term of ten (10) Lease Years, beginning on

the Commencement Date and continuing until December 31, 2014, provided, however,

that the Term shall in addition include any number of Lease Years for which this

Lease is validly extended under an applicable Extension Option.

 

                                    Article 2

                             LEASE, EXTENSIONS, RENT

 

         2.1. Lease. Landlord leases the Premises to Tenant and Tenant accepts

and leases the same from Landlord, at the rental and on the terms and conditions

of this Lease, for the Term.

 

         2.2. Options to Extend. Tenant is hereby granted two (2) successive

options to extend the Term for additional periods of five (5) Lease Years each

(each, an "Extension Term"), provided Tenant gives Landlord written notice of

Tenant's election to exercise such option at least ninety (90) days prior to the

end of the then expiring Term, and, provided Tenant is not then in default under

this Lease. All of the terms and conditions of this Lease in effect as of the

exercise of an option to extend shall apply to the Extension Term.

 

         2.3. Percentage Rent. Tenant covenants and agrees to pay to Landlord as

Percentage Rent for the Premises, for each Lease Year, a sum equal to seven and

one-half percent (7.5%) of the first $2,000,000 of Tenant's Gross Receipts and

five percent (5%) of Tenant's Gross Receipts in excess of $2,000,000 for such

Lease Year.

 

         2.4. "Gross Receipts" Defined. The term "Gross Receipts" means: (i) the

entire amount of the price charged, whether wholly or partially in cash or on

credit, or otherwise, without reserve or deduction for uncollected amounts, for

all food, beverages, goods, wares, and merchandise sold, leased, licensed or

delivered, in, at, upon or from any part of or through the use of the Premises

or any part thereof by Tenant and any other person, firm or corporation; (ii)

receipts from all orders secured or received in the Premises by telephone, mail,

or otherwise which Tenant, in the normal and customary course of its operations,

would credit or attribute to its business in the Premises; (iii) deposits

received and not refunded to the purchaser in connection with any transaction;

and (iv) all gross income of Tenant and any other person, firm or corporation

from any operations in, at, upon or from the Premises which are neither included

in nor excluded from Gross Receipts by other provisions of this Lease, but

without any duplication.

 

         (a) Gross Receipts shall not include, or if included, there shall be

         deducted (but only to the extent they have been included), as the case

         may be, (I) the net amount of cash or credit refunds made upon Gross

         Receipts, where the merchandise sold or some part of it is returned by

         the purchaser to and accepted by Tenant (but not exceeding in any

         instance the selling price of the item in question); (ii) the amount of

          any sales tax, use tax or retail excise tax which is imposed by any

         duly constituted governmental authority directly on sales and which is

         both added to the selling price (or absorbed therein) and is paid to

         the taxing authority by Tenant (but not any vendor of Tenant); (iii)

 

 

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         returns of merchandise to shippers, suppliers or manufacturers; (iv)

         the sale of any trade fixtures which Tenant is permitted to remove

         pursuant to other provisions of this Lease; and (v) any tips or

         gratuities paid by Tenant's customers to or for the benefit of

         Restaurant staff. No franchise or capital stock tax, and no income or

         similar tax based upon income or profits as such, and no personal

         property tax, shall be deducted from Gross Receipts.

 

         (b) If Tenant's Gross Receipts (as herein defined) are required to be

         reported on any governmental tax or other return, and Gross Receipts as

         so reported on any return or as determined by audit thereof shall

         exceed Gross Receipts as reported to Landlord hereunder, then the Gross

         Receipts shall, for the purpose of this Lease, be deemed to be the

         highest amount so reported or so determined by audit.

 

         2.5. Payment of Percentage Rent. Percentage Rent shall be determined

and paid monthly during the Term. An installment of Percentage Rent, based on

the Gross Receipts for the previous calendar month, shall be due and payable on

or before the fifth (5th) business day of the following calendar month during

the Term.

 

         2.6. Minimum Rent. On or before the tenth (10th) business day following

the end of any Lease Year, Tenant will pay to Landlord the amount, if any, by

which the Minimum Rent for such Lease Year exceeds the Percentage Rent paid for

the same Lease Year. The Minimum Rent for the first two calendar months of the

Term will be Zero Dollars ($0.00). For the remainder of the first Lease Year,

the Minimum Rent will accrue to the end of such Lease Year at the rate of Seven

Thousand Five Hundred Dollars ($7,500.00) per month. After the first Lease Year,

the Minimum Rent will be annualized at the amount of Ninety Thousand Dollars

($90,000.00) per Lease Year, adjusted as follows:

 

         (a) As used herein, the term "Index" means the Consumer Price Index,

         U.S. City Average for All Items for All Urban Consumers (1984 = 100),

         published by the Bureau of Labor Statistics of the United States

         Department of Labor. If the Index shall be discontinued with no

         successor or comparable successor index, the parties shall attempt to

         agree on a substitute formula, but if the parties are unable to agree

         on a substitute formula, then the matter shall be submitted to

         arbitration in accordance with the rules of the American Arbitration

         Association then prevailing.

 

         (b) "Adjustment Date" means the first day of each Lease Year after the

          first Lease Year.

 

         (c) "Base Index" means the Index in effect on the Commencement Date.

 

         (d) On each Adjustment Date, an inflation-adjusted minimum will be

         calculated by multiplying Ninety Thousand Dollars ($90,000.00) by a

         fraction, the numerator of which shall be the Index in effect on the

         Adjustment Date, and the denominator of which shall be the Base Index.

         If the inflation-adjusted minimum so determined is greater than the

         Minimum Rent then in effect, the Minimum Rent shall be increased to

         equal such inflation-adjusted rent, and if the inflation-adjusted

         minimum is less than or equal to the Minimum Rent then in effect, there

         will be no adjustment to the Minimum Rent. The Minimum Rent so

         determined shall remain in effect until the next Adjustment Date.

 

         2.7. Terms of Payment. All payments of Percentage Rent, Minimum Rent

and Additional Rent shall be paid in good funds, in lawful money of the United

States of America, and shall be delivered to Landlord on or before the due date

at the Landlord's address as set forth in the notice section of this Lease (or

at such other place as Landlord may from time to time designate by notice in

writing). All such amounts shall be timely paid without notice or demand and

without abatement, set-off, counterclaim, deferment, diminution or reduction. If

Tenant fails to pay any amount when due, such amount shall bear interest at the

Default Rate until paid in full. In addition, at Landlord's option and upon

demand, Tenant shall pay to Landlord a late charge equal to three percent (3%)

of the total amount delinquent, which amount Landlord and Tenant agree

approximates Landlord's additional expenses which will be incurred by Landlord

in handling such a delinquency.

 

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         2.8. Tenant's Records. Tenant agrees to prepare true and complete

records and accounts of all Gross Receipts for each month of each Lease Year in

accordance with generally accepted accounting principles consistently followed.

Such records and accounts shall include all daily sales reports, cash register

tapes, bank statements or duplicate deposit slips, and such other sales records

as an independent certified public accountant would need to examine in order to

certify Tenant's statements of Gross Receipts pursuant to generally accepted

auditing standards. Such records and accounts for any Lease Year shall be

maintained at the Premises or at Tenant's main or accounting office for a period

of twenty- four months after the end of each Lease Year. Landlord and its

representatives shall have the right, at reasonable intervals, upon ten days'

prior written notice, to examine such records and accounts. Tenant shall also

retain copies of all its sales and use tax returns covering its operations in

the Premises, and any other governmental tax or other return which shows

Tenant's sales therein (other than a return which shows the combined sales from

the Premises and other premises), and shall upon demand deliver a true

photographic copy thereof to Landlord.

 

         2.9. Reports by Tenant.

 

         (a) Tenant agrees to deliver to Landlord within seven days after the

         end of each calendar month during the Term a written statement signed

         by a fiscal officer of Tenant or by the manager of Tenant's business in

         the Premises, showing in reasonably accurate detail the Gross Receipts

         for the preceding calendar month (including in its first report the

         amount of Gross Receipts for the fractional month, if any, preceding

         the commencement of the first Lease Year), together with payment of

         Percentage Rent. Landlord may provide and require a form of such

         statement for Tenant's use.

 

         (b) Tenant agrees to deliver to Landlord within sixty (60) days after

         the end of each Lease Year (and the Term) a written statement showing

         in reasonably accurate detail the amount of Gross Receipts during the

         preceding Lease Year and itemizing all deductions and exclusions

         therefrom, which written statement shall be duly certified by an

         officer of Tenant. Landlord may provide and require a form of such

         statement for Tenant's use. If such statement shows that Tenant has

         under paid Percentage Rent and/or Minimum Rent for the prior Lease

         Year, Tenant will pay to Landlord, at the time such statement is

         delivered, the amount of such underpayment. If such statement shows

         that tenant has over paid Percentage Rent and/or Minimum Rent for the

         prior Lease Year, Landlord will pay to Tenant, within ten (10) business

         days after receipt of the statement, the amount of such overpayment.

 

         (c) All such statements shall be delivered to the place where rent is

         then payable, or at such other place or places as Landlord may from

         time to time direct by written notice to Tenant.

 

         (d) If Tenant fails to deliver to Landlord any statement or report

         required herein, then Tenant, in recognition of the difficulty or

         impossibility of determining Landlord's damages and not as a penalty

         and in addition to the rent and other charges payable under this Lease,

         shall pay a charge of Twenty Dollars ($20.00) for each day beyond the

         last date on which the statement or report was due to be delivered to

         Landlord, which separate charge of $20.00 per day shall continue to be

         due and payable for each day which occurs until the statement or report

         is delivered to Landlord. Regardless of the foregoing, nothing herein

         contained shall be deemed to limit any other remedy available to

         Landlord or in any way prevent Landlord from declaring Tenant in

         default under this Lease for failure to have delivered any such

         statement or report to Landlord within the time limits set forth above.

 

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         2.10. Right to Examine Books and Audit. The acceptance by Landlord of

Percentage Rent shall be without prejudice to Landlord's right to examine

Tenant's books and records of its Gross Receipts. Landlord may at any time, upon

ten days prior written notice to Tenant, cause an audit to be made by Landlord's

accountants of Tenant's books and records relating to its Gross Receipts for any

period covered by any statement issued by Tenant, provided that such audit must

be requested by Landlord prior to two (2) years after the end of such period.

Such books and records shall be made available for examination by Landlord's

accountants at the Premises. If the audit discloses that Tenant has understated

Gross Receipts by any amount, then the additional Percentage Rent shall be paid

immediately, by Tenant, together with interest thereon at the Default Rate. If

the audit discloses that Tenant has understated Gross Receipts by more than two

percent (2%) for such period, Tenant shall, upon demand, pay to Landlord the

cost of such audit. If Landlord's accountants, after examining such records and

accounts as Tenant makes available to them, are unable to verify the Gross

Receipts for such period by reason of Tenant's failure to prepare, keep or make

available the same in the manner required, then Tenant shall, upon demand, and

without impairing Landlord's other remedies, pay the cost of such audit. No

information obtained by Landlord as a result of such audit, and no information

contained in any report made by Tenant, shall be made public by Landlord except

in connection with the enforcement of Landlord's rights under this Lease. The

foregoing shall not be construed, however, to prohibit Landlord from disclosing

such information to any taxing or other governmental entity with authority to

inquire therein, to the holder or prospective holder of any mortgage or deed of

trust affecting the Premises, to any bona fide prospective purchaser of the

Premises or to underwriters, brokers, investment bankers or potential or current

lenders.

 

         2.11. Hotel Advertising in IMAX Complex. As additional consideration

for this Lease, Tenant hereby agrees, for itself and its parent corporation,

ITEC ATTRACTIONS, INC., a Nevada corporation ("ITEC"), that Landlord and

Landlord's affiliated companies will have the exclusive right to advertise their

Branson-area hotels in the IMAX Theater complex (the "IMAX Complex") owned and

operated by ITEC, located at 3562 Shepherd of the Hills Expressway, Branson,

Missouri. During the Term, ITEC will permit Landlord and Landlord's affiliated

companies to maintain advertising for their hotels in the IMAX Complex in the

following general ways:

 

   (a) Inside Front Door- signage and display. Monthly value = $125.00.

   (b) Brochures at the IMAX ticket booth. Monthly value = $50.00.

   (c) Brochures and maps at the IMAX concession stand. Monthly value $33.30.

   (d) Poster display where people wait for IMAX films. Monthly value = $83.30.

   (e) Inside Backdoor wall signage. Monthly value = $33.30.

   (f) Advertising on IMAX big screen before movies. Monthly value = $258.30.

   (g) Advertising on Elite Cinema screens before movies. Monthly value

       = $200.00.

   (h) Advertising at tables of Restaurant. (currently Mcfarlains). Monthly

       value = $50.00.

   (i) Any other opportunity that is mutually agreed upon.

 

         All costs of producing and/or printing such advertising will be at

Landlord's cost and expense, and the form of all advertising must be submitted

to and approved by ITEC prior to being placed in the IMAX Complex. ITEC will not

unreasonably withhold approval of advertising.

 

         Neither Tenant, ITEC nor any other owner of the IMAX Complex will place

or permit any advertising to be placed in the IMAX Complex for any Branson-area

hotels other than those owned and operated by Landlord and Landlord's affiliated

companies.

 

         If the owner of the IMAX Complex violates this covenant or fails to

permit Landlord to advertise as provided in this Section, Tenant will pay to

Landlord a monthly Compensation Fee, due concurrently with payments of

Percentage Rent, for each month during the Term that advertising an item in this

section as defined above in the IMAX complex is not permitted. The Compensation

 

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Fee will be an amount per month equal to the monthly value as defined in this

section for each disallowed item times a fraction, the numerator of which will

be the Index in effect as of January 1 of the then-current Lease Year and the

denominator of which will be the Base Index.

 

                                    Article 3

                            USE, COMPLIANCE WITH LAW

 

         3.1. Use of Premises By Tenant. Tenant will use the Premises solely for

the purpose of operating a Montana Mike's restaurant, or any comparable

restaurant format approved by Landlord. Tenant will not perform any acts or

carry on any practices which may injure the Premises or be a nuisance or menace.

 

         3.2. Covenant of Continuous Operation. Tenant will keep such business

open on the Premises on every day on which the Hotel is open for business,

serving three meals a day and maintaining regular business hours during the Term

consistent with similar restaurants in Branson, Missouri, subject to temporary

closures for alteration or repair as otherwise permitted hereunder.

Notwithstanding the foregoing, Tenant will be released from the further

obligation of maintaining daily breakfast service, if, as of the end of any full

calendar year during the Term beginning with 2006, Tenant's Gross Receipts

attributable to serving breakfast at the Restaurant average less than $800 per

day for the three (3) busiest consecutive calendar months (for breakfast) during

such year.

 

         3.3. Exclusive Ticket Sales and Hotel Advertising. During the Term,

Tenant will not advertise, promote or maintain promotional materials on the

Premises for any Branson-area hotels other than those owned by Landlord and its

affiliated companies. During the Term, Tenant will not give away or sell on the

Premises tickets to shows or other Branson-area attractions, nor will Tenant

allow any person or agent other than Landlord or one of its affiliated companies

to engage in such ticket sales or giveaways on the Premises.

 

         3.4. Take-Out Service Provided to Hotel Customers. During the Term,

Tenant will offer and provide take-out service to guests of the Hotel. The

prices and menu items offered by Tenant will be determined by Tenant, but will

be commensurate with take-out service offered by restaurants to hotels located

in Branson, Missouri. Tenant will permit the guests of the Hotel to charge all

food to their Hotel bill. The owner of the Hotel will remit to Tenant, within

five (5) business days after the end of each calendar month, all monies

collected from Hotel guests for take-out service items provided by Tenant,

subject to withholding by Landlord of a reasonable credit card charge, currently

3% of purchases. An extension from the Hotel telephone system will be provided

to the Restaurant Building.

 

         3.5. Advertising for Restaurant in Hotel. During the Term, the owner of

the Hotel will permit Tenant to display advertising for Tenant's restaurant in

the rooms, elevator, breakfast area and at the front desk of the Hotel. Landlord

will also permit Tenant to advertise Tenant's restaurant by placement of

advertising materials in the breakfast areas and front desks of other

Branson-area hotels owned and operated by Landlord and Landlord's affiliated

companies. Landlord will also make the best effort to include the Restaurant in

in-room advertising of all other Branson-area hotels owned and operated by

Landlord and Landlord's affiliated companies. All advertising material placed

under this provision in the Hotel and in other hotels owned by Landlord must be

approved in advance by Landlord and produced at Tenant's sole cost and expense.

 

         3.6. Tenant's Compliance with Law. Tenant will, at Tenant's expense,

comply with any and all Laws pertaining to the use and occupancy of the

Premises. In the furtherance of, and not in limitation of, Tenant's obligations

under the foregoing sentence throughout the Term, Tenant will do or cause to be

done all things necessary to preserve and keep in full force and effect permits

 

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required for the conduct of its business and operations from the Commencement

Date until the end of the Term. In addition, Tenant will comply with the terms

of all easements, covenants and conditions affecting the use and occupancy of

the Premises, including any reciprocal parking and driveway agreements relating

to adjacent parking.

 

         3.7. Prohibition against Certain Uses. Without limiting any of the

foregoing, Tenant covenants that it will not conduct or permit on the Premises

any lotto, video poker, keno, or any other gambling or game of chance.

 

                                   Article 4

                      REPAIRS, MAINTENANCE AND ALTERATIONS

 

         4.1. Initial Condition of Premises. Tenant represents and warrants to

and covenants and agrees with Landlord that Tenant has thoroughly, completely

and carefully inspected the Premises, and Tenant is fully familiar with the

physical condition and all other aspects of the same. Except as specifically set

forth in this Lease, Landlord has made no representations or agreements as to

the condition of the Premises or their fitness or availability for any

particular use, and Tenant is accepting the Premises in their "AS IS" condition.

 

         4.2. Condition of Mechanical Systems. Not-withstanding the foregoing,

Landlord represents that, as of the Commencement Date, the major components of

HVAC, plumbing, electrical and other mechanical systems of the Restaurant

Building are in reasonably good working condition.

 

         4.3. Condition at Surrender. Tenant will surrender the Premises at the

end of the Term in as good condition and repair as they are in on the

Commencement Date, ordinary wear and tear only excepted.

 

         4.4. Tenant's Maintenance Obligations. Throughout the Term Tenant

shall, at its sole expense, maintain the Premises in good condition and state of

repair (including but not limited to the heating, air-conditioning, plumbing,

electrical, sewer, water, roof, walls and ceilings and the walkways, trash

dumpster area and landscaped areas of the Premises) as well as the area in and

around the gas supply container and shall make all repairs, replacements and

renewals necessary to put or maintain the Premises in such state of repair and

condition. In addition, Tenant shall keep the Premises in a safe and sanitary

condition, free from nuisance, ice, snow and as required by all applicable Laws.

Without limiting the foregoing, Tenant shall be responsible for, and shall pay

the costs of all snow removal from the Premises and shall keep and maintain all

landscaping on the Premises in good, well kept and neatly trimmed condition. If

Tenant refuses or neglects to repair or maintain property as required hereunder

as soon as reasonably possible after written demand, and to the reasonable

satisfaction of Landlord, Landlord may make such repairs or maintenance without

liability to Tenant for any loss or damage that may accrue to Tenant's

merchandise, fixtures or other property or to Tenant's business by reason

thereof, and upon completion thereof, Tenant shall pay Landlord's costs for

making such repairs or maintenance upon presentation of a bill therefor.

 

         4.5. Sewer Line. Tenant will be responsible for maintenance, repair and

replacement, if necessary, of the sewer line serving the Restaurant Building to

the junction of such sewer line with the sewer line serving the Hotel, except

that Landlord represents and warrants that such sewer line is in reasonably good

condition and repair as of the Commencement Date. Tenant and the owner of the

Hotel will share proportionately the cost of maintenance, repair and replacement

of the common sewer line from such junction to the connection of such common

sewer line with the public main.

 

         4.6. Termite Contract. Tenant shall continue in force throughout the

Term the existing termite and pest control contract for treatment of the

Restaurant Building, or a replacement contract with a licensed pest control

company acceptable to Landlord. Tenant will pay all the costs of treatments

provided under such contract during the Term.

 

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         4.7. Additions and Alterations. Tenant shall not make or cause to be

made any material alterations, additions or improvements to the Premises or

structural changes without first obtaining Landlord's written approval and

consent, which approval will not be unreasonably withheld or delayed. Any

request for approval of material alterations, additions or improvements must

include reasonably detailed plans and specifications (including architectural

drawings where appropriate). Any material alterations, additions or improvements

approved by Landlord must be made at Tenant's sole cost and expense, must be

completed in good and workmanlike fashion, must comply with all Laws. The

parties agree and acknowledge that Tenant intends to perform significant

cosmetic alterations in the first two months of the Term in order to make the

Restaurant Building suitable for use as a "Montana Mike's" restaurant. As part

of Tenant's renovation and prior to opening for business, Tenant will

substantially change the exterior color of the Restaurant Building, with the new

color to be approved by Landlord in advance. Without waiving its rights to

approve any and all plans for alterations, Landlord agrees to employ good faith

efforts to respond to any request for approval of such initial renovation plans

in a timely manner.

 

         4.8. Alterations Part of Realty. Any improvements, alterations,

additions or fixtures incorporated into the Restaurant Building shall become a

part of the realty, shall belong to Landlord, and shall remain on and be

surrendered with the Premises at the termination of this Lease. No improvements,

alterations or additions to the Premises shall be removed without Landlord's

prior written consent. Tenant shall repair all damage caused by any removal.

 

         4.9. Fixtures. Tenant may install in and affix to the Premises such

trade fixtures and equipment as Tenant deems desirable for the operation of

Tenant's business All such trade fixtures and equipment shall remain the

property of Tenant. Tenant shall have the right to remove all of its trade

fixtures and equipment within ten days following the expiration or earlier

termination of the Lease and shall repair any damage to the Premises caused by

such removal. In the event that Tenant fails to remove any trade fixtures or

equipment within such ten day period, such trade fixtures and equipment shall

become the property of Landlord without reimbursement to Tenant

 

          4.10. Alterations Required by Law. If during the Term any additions,

alterations, or improvements in or to the Premises, as distinguished from

repairs, are required by any governmental authority or any Laws, they shall be

promptly made and paid for by Tenant but only after the plans and specifications

for such work shall have been approved in writing by Landlord, which approval

shall not be unreasonably withheld or delayed. In any event, Tenant shall give

Landlord written notice and copies of any directive, order, notice or the like,

issued by any governmental authority in respect of the Premises or Tenant's use

thereof within ten (10) days of Tenant's receipt thereof This Section shall not

affect Tenant's obligations otherwise in this Lease to maintain the Premises,

keep the same in good repair and otherwise comply with all Laws.

 

         4.11. Statutory Liens. Tenant shall promptly pay for all labor done or

materials furnished in respect of any work, repair, maintenance, improvement,

alteration or addition done by Tenant in connection with the Premises,and shall

keep and hold the Premises and Landlord free, clear and harmless of and from all

liens that could arise by reason of any such work. If any such lien shall at any

time be filed against the Premises during the Term or as a result of work

performed during the Term, Tenant shall either cause the same to be discharged

of record within thirty (30) days after the lien is filed or, if Tenant in good

faith determines that such lien should be contested, Tenant shall furnish such

security as in Landlord's opinion may be necessary or required to prevent any

foreclosure proceedings against the Premises during the pendency of such

contest, and/or to satisfy any judgment in respect of any such lien, together

with the costs and expenses, including reasonable attorneys' fees and judgment

interest, in connection therewith. If Tenant shall fail to discharge such lien

 

 

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within such period or fail to furnish such security, then, in addition to any

other right or remedy, Landlord may but shall not be obligated to discharge the

same, either by paying the amount claimed to be due or by procuring the

discharge of such lien by deposit in court or by giving security or in such

other manner as is or may be prescribed by law or acceptable to such lien

claimant. Tenant shall repay to Landlord on demand all sums disbursed or

deposited by Landlord pursuant to the foregoing provisions hereof, including

Landlord's costs, expenses and reasonable attorneys' fees incurred by Landlord

in connection therewith. Nothing contained herein shall imply any consent or

agreement on the part of Landlord to subject Landlord's interest in the Premises

to liability under any mechanic's, materialmen's or other statutory lien law.

 

         4.12. Signs. Tenant shall have the right to place, construct, and

maintain (a) exterior signs on the Restaurant Building; (b) a pylon sign at the

west sign location indicated on Exhibit B (the "West Sign"), provided no part of

such sign shall exceed nineteen feet in height above grade level; and (c) a

double sided display sign approximately 9' x 4'9" located on the center sign

(the "Center Sign") at the location indicated on Exhibit B. All such signs shall

be installed at Tenant's sole cost and expense, except that, upon initial

completion of such signs, Landlord shall reimburse Tenant's actual cost

(supported by invoices and evidence of payment), up to a maximum, aggregate

reimbursement of $5,580.00. The intent of the 19' height restriction on the West

Sign is to provide adequate visibility for the Center Sign. If the configuration

of the Center Sign is changed such that a taller West Sign will not interfere

with visibility of the Center Sign, the parties agree to negotiate a reasonable

increase in the allowable height of the West Sign. The right to install and

maintain any and all of such signs is subject to all applicable Laws and to

Landlord's prior written consent (which consent shall include approval of the

location, style, method of installation and materials used in the sign).Landlord

acknowledges the Tenant may place one reasonably acceptable sign at the front of

the Restaurant Building and another above the main door. Tenant shall not have

the right to place, construct, or maintain any other sign, advertisement,

awning, banner, or other exterior decoration without Landlord's consent. Any

sign that Tenant has the right to place, construct, and maintain shall comply

with all Laws, and Tenant shall obtain any approval required by such Laws.

Landlord makes no representation with respect to Tenant's ability to obtain such

approval. Tenant will pay the entire cost of illuminating the West Sign, and a

proportionate share of the cost of illuminating the Center Sign. On expiration

of the Term or earlier termination of this Lease, Tenant will be permitted to

remove Tenant's sign boards. Pylons, posts and other structural components of

the West Sign shall remain on the site as property of the Landlord and Tenant

will be entitled to an offset against Tenant's obligations in an amount equal to

the depreciated cost of such structural components.

 

                                    Article 5

                              PARKING AND DRIVEWAYS

 

         5.1. Rights to Use. During the Term, Tenant and Tenant's customers,

invitees, employees, servants, licensees, contractors and agents shall have the

non-exclusive right to use the driveways, walkways and parking areas

(collectively, the "Parking Areas") located on property owned by Landlord

adjacent to the Premises, for ingress, egress and reasonable and ordinary

parking purposes. Landlord and Landlord's customers, invitees, employees,

servants, licensees, contractors and agents shall also have the non-exclusive

right to use the Parking Areas for ingress, egress and reasonable and ordinary

parking purposes. Tenant shall install and maintain a sign on the Premises

informing patrons of the Restaurant that additional parking is available on the

north side of the Restaurant Building.

 

          5.2. Maintenance. Tenant will be responsible for the operation and care

of the portion of the Parking Areas shown as "Parking Area A" on Exhibit B, and

shall keep such area in a good, safe and sightly condition, free of trash and

debris. Landlord will be responsible for the operation and care of all other

parking areas, and shall keep such area in a good, safe and sightly condition,

free of trash and debris. All decisions as to when major work on the entire

 

                                       9

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Parking Areas (such as striping or resealing) shall be done and the selection of

the contractor or contractors will be made by Landlord. In the event Landlord

determines such repair or maintenance work should be done to the entire Parking

Areas, the cost of such work on the Parking Area A will be paid 75% by Tenant

and 25% by Landlord, and the cost of such work on all other Parking Areas will

be paid 100% by Landlord.

 

         5.3. Snow Removal. During any periods when the Hotel is open for

business for the season, snow removal services for the entire Parking Areas will

be contracted by Landlord and Tenant, and the cost of snow removal from the

Parking Area A will be paid 75% by Tenant and 25% by the Landlord, and the cost

of snow removal from the balance of the Parking Areas will be paid 100% by the

Landlord. During any periods when the Hotel is closed for the season, Tenant

will be responsible for, contract for and pay all costs of snow removal from

that portion of the Parking Areas needed for operation of Tenant's restaurant.

 

         5.4. Parking Lot Lighting. Throughout the Term, Tenant will maintain,

repair and replace if necessary, the exterior lights on the roof of the

Restaurant Building which illuminate the Parking Areas, and will keep the

Parking Areas illuminated continuously during the night until midnight or after

all restaurant customers have left the parking lot area, whichever is later..

Landlord will pay to Tenant the sum of $125.00 per year (prorated for the first

Lease Year) as a contribution toward the cost of illuminating the Parking Areas.

 

                                    Article 6

                               UTILITIES AND TAXES

 

         6.1. Utilities. Tenant shall contract for and shall pay, before

delinquency, all charges and deposits for gas, electricity, water, sewer,

telephone and any other utilities or services used by it or furnished to the

Premises. Landlord will allow Tenant to maintain a gas supply container on

Landlord's property in the location occupied on the date of execution of this

agreement.

 

         6.2. Taxes and Assessments. Landlord will be responsible for all real

property taxes and assessments on the Premises during the Term.