EXHIBIT 10.2


 


JAYTEE PROPERTIES LIMITED PARTNERSHIP


 


AND


 


REPUBLIC BANK & TRUST COMPANY


 


BARDSTOWN
ROAD LEASE


 


LOUISVILLE, KENTUCKY


 


AUGUST 1, 2008


 

















 


BARDSTOWN ROAD LEASE


LOUISVILLE, KENTUCKY


 


INDEX TO
LEASE


 


	
  Article

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  Premises

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  Term

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  Rent and Operating
  Expenses

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
   

  	
  Use

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
   

  	
  Services to be Provided

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
   

  	
  Naming Rights;
  Alterations

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
   

  	
  Access

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  VIII.

  	
   

  	
  Damage or Destruction

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
   

  	
  Indemnity

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
   

  	
  Insolvency, Etc.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  XI.

  	
   

  	
  Remedies

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  XII.

  	
   

  	
  Insurance

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  XIII.

  	
   

  	
  Liens

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  XIV.

  	
   

  	
  Assignment; Subletting;
  Mortgaging

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  XV.

  	
   

  	
  Estoppel Certificate

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  XVI.

  	
   

  	
  Taxes

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  XVII.

  	
   

  	
  Priority of Lease

  	
  9

  



 

















 


INDEX TO LEASE (CON.)


 


	
  Article

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  XVIII.

  	
   

  	
  Fixtures and Personal
  Property; Surrender

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  XIX.

  	
   

  	
  Hold over Tenancy

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  XX.

  	
   

  	
  Waiver of Subrogation

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  XXI.

  	
   

  	
  Notices

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  XXII.

  	
   

  	
  Rights Reserved by
  Landlord

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  XXIII.

  	
   

  	
  Condemnation

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  XXIV.

  	
   

  	
  Miscellaneous
  Provisions

  	
  11

  



 

















 


BARDSTOWN ROAD LEASE


 


THIS LEASE,
effectively dated this first day of August 2008, is between Jaytee
Properties Limited Partnership hereinafter referred to as “Landlord” and
Republic Bank & Trust Company, hereinafter referred to as the “Tenant”.
As parties hereto, Landlord and Tenant agree:


 


ARTICLE I. 
PREMISES


 


SECTION 1.  Tenant leases from Landlord
and Landlord leases to Tenant the following described premises (hereinafter
called the “Premises”):


 


Being approximately 5,220 square feet of rentable office
space comprising the entire building (the “Building”) located at 2801 Bardstown
Road in Louisville, Kentucky 40205 (hereinafter called “the Premises”).


 


SECTION 2.  The Premises shall be
provided in “as is” condition. Tenant acknowledges he has examined the
Premises, knows the condition of the Premises, and accepts the Premises in the
condition as currently existing.


 


SECTION 3.  This lease confers no
rights with respect to the Building other than tenancy of the Premises.


 


ARTICLE II. 
TERM


 


Landlord leases
the Demised Premises to Tenant, and Tenant hires and takes the Premises from
Landlord, for a term of ten (10) Lease Years commencing on the 1st day of
August, 2008 (the “Lease Commencement Date”) and expiring at midnight on the
last day of the one hundred and twentieth month thereafter unless sooner
terminated pursuant to the terms hereof. “Lease Year” shall mean a year period
beginning on the first day of a month, which is the first calendar month of the
term of the Lease and ending on the day before the anniversary of the first day
of such year.


 


ARTICLE
III.  RENT AND OPERATING EXPENSES


 


SECTION 1.  Tenant shall pay to
Landlord, at Landlord’s office in the Building or at such place as Landlord may
from time to time designate, as base rental for the Premises, the sum of
Fourteen Dollars and no cents ($14.00) per square foot, said square feet as set
forth in Article 1 above, per month (the “Base Rent”) through the first
five years of the Term. For the second five years of the Term, the Base Rent
shall be increased by a rent adjustment proportionate with the increase in the
Consumer Price Index, all urban consumers over the initial 5 year portion of
the Term.  Rent shall be payable in advance on the
first day of each calendar month during the Lease Term.


 


SECTION 2.   This Lease is a triple net lease and in addition to
the Base Rent set forth in SECTION 1
above, Tenant shall also be responsible for paying the following expenses:


 


	
  A.            TAXES AND OPERATING
  EXPENSES: In each lease year (or prorated lease year if applicable) Tenant
  shall pay to Landlord, as additional rent and in the same manner as the Base
  Rent, an amount equal to all Taxes, Insurance and Operating Expenses for the
  Building,

  



 


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  to the extent such costs do not exceed the costs in
  the previous year by more than 3% of the prior year’s costs. In lieu of
  payment to Landlord, Tenant may pay these expenses directly.

  
	
   

  
	
  i.

  	
  ANNUAL STATEMENT. On
  request by Tenant, Landlord shall provide to Tenant a statement (the
  “Statement”) generated by a duly authorized representative of Landlord
  showing the actual itemized amount of Taxes, Insurance and Operating Expenses
  incurred by Landlord with respect to the property during such calendar year.
  Tenant shall be required to pay all invoices for Taxes, Insurance and
  Operating Expenses as tendered by Landlord, said amounts payable on or before
  the due dates specified.

  
	
   

  	
   

  
	
  ii.

  	
  OPERATING EXPENSES.
  “Operating Expenses” shall mean any and all reasonable expenses, costs, and
  amounts (other than Taxes) of every kind and nature which Landlord pays or
  incurs during any calendar year during the Term, because of or in connection
  with the ownership, management, repair, replacement, restoration and
  operation of the property, including, without limitation, any amounts paid
  for: (i) common area janitorial service and utilities and other
  services, (ii) permits, licenses and certificates, (iii) insurance,
  not limited to the amount of coverage Landlord is required to provide under
  this lease, (iv) supplies, tools, equipment and materials,
  (v) accounting, legal and professional fees and expenses, unless
  incurred by Landlord due to its failure to meet its obligations under the
  terms of this lease or under subparagraph v. of this section. (vi) any
  equipment rental agreements or management agreements (including, without
  limitation, any management fee and the fair rental value of any office space
  provided thereunder), (vii) wages, salaries, benefits and other
  compensation of all persons engaged in the operation, maintenance or security
  of the property, and employer’s Social Security taxes, unemployment taxes or
  insurance, and any other taxes which may be levied on such wages, salaries,
  benefits and other compensation, (viii) payments under any easement,
  operating agreement, declaration, restrictive covenant or instrument
  pertaining to the sharing of cost in any planned development,
  (ix) operation, repair, maintenance and replacement of any machinery,
  transformer, duct work, cable, wires and other equipment, facilities and
  systems, and all components thereof, designed to supply utilities or other
  services to the property, (x) security, window cleaning, (xi)
  replacement of wall and floor coverings, ceiling tiles and fixtures in
  lobbies, corridors, restrooms and other common or public areas of facilities,
  but specifically excluding (i) ground rent and mortgage interest,
  (ii) leasing commissions and (iii) any replacement or improvement
  reasonably and commonly characterized as capital improvements.

  
	
   

  	
   

  
	
  iii.

  	
  TAXES. “Taxes” shall
  mean all federal, state, county and local governmental taxes, fees, charges
  or other impositions of every kind and nature, whether general, special,
  ordinary or extraordinary, which Landlord shall pay during any calendar year
  as part of the ownership, leasing and operating of the Premises but shall not
  include any tax assessed, due or payable by Landlord due to Landlord’s income
  derived from the lease of the Premises.

  



 


Tenant shall pay
any and all personal property and other taxes including those assessed against
the Tenant’s operations, income or sales. Notwithstanding the foregoing,
nothing in this Lease shall require the Tenant to pay any franchise, corporate,
estate, inheritance, succession, charge or levy, or


 


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transfer tax of
the Landlord, or any income, profits, or revenue tax, or any other tax,
assessment, charge, or levy upon the rent payable by Tenant hereunder.


 


	
  iv.

  	
  LANDLORD’S
  RECORDS.  Landlord shall maintain, for
  a period of three years, records of the Taxes and Operating Expenses of the
  Building. Upon giving Landlord reasonable prior notice, Tenant shall have the
  right to examine such records during the normal business hours of Landlord at
  the place where such records are kept. 
  Tenant shall send said notice to Landlord specifying a date on which
  to examine such records, which date shall not be later than 45 days following
  receipt by Tenant of the Statement. 
  Landlord shall have the right to take exception to items included as
  Taxes or Operating Expenses by sending notice specifying such exception(s) and
  the reasons therefore to Landlord no later than 30 days after Tenant’s
  examination of the records.

  



 


The Statement
shall be considered final and accepted by Tenant, except with respect to the
matters, if any, to which exception is taken after examination.  If Tenant reasonably takes exception to any
matter contained in the Statement, then Landlord shall refer the matter to an
independent certified public accountant (“CPA”), whose certification as to the
proper amount shall be final and conclusive between Landlord and Tenant.  Tenant shall promptly pay the cost of the CPA’s
certification unless such certification determines that the actual amount of
Taxes and Operating Expenses incurred by Landlord was in error to Landlord’s
detriment by ten percent or more, in which event Landlord shall pay the cost of
such certification.


 


SECTION 3.  In the event that the Rent,
or any other sum payable by Tenant to Landlord under this lease, shall not be
received (paid) within ten (10) days of the due date thereof, Landlord
may, at its option, add a monthly service charge, at a rate which shall be the
greater of $25.00 or 1% for each month or fraction thereof from such rent due
date during which such Rent or other sum remains unpaid. Further, in the event
that any check which has been remitted to Landlord by Tenant for payment of the
Rent, or any other sum payable under this Lease, shall not be honored upon its
presentation for payment, then the monthly service charge shall be similarly
imposed on said amount from the due date until paid. Acceptance by the Landlord
for such service charge shall not be deemed to be a waiver by Landlord
of any default nor shall it restrict the remedies otherwise available to
Landlord hereunder.


 


ARTICLE IV. 
USE


 


The Premises are
to be used only for the purpose of conducting therein Banking and Tax related
operations and any and all related financial services and for no other business
or purpose without the prior written consent of Landlord. Tenant shall not do
or permit to be done in or about the Premises anything which is illegal or
unlawful; or which is of a hazardous or dangerous nature; or which will
increase the rate(s) of insurance upon the Building. Tenant shall (and
shall cause its employees to) observe the rules and regulations set forth
in Exhibit A attached hereto and made
a part hereof, as the same may be amended by Landlord from time to time, and
Tenant shall comply with all governmental laws and ordinances and all
regulations applicable to the use and occupancy of the Building.


 


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ARTICLE V. 
SERVICES TO BE PROVIDED


 


Landlord shall
provide for the availability of, but not the cost for use of, reasonable amounts
of heat, air conditioning, water and elevator services (collectively “Services”)
to the Premises during the times and in the manner that Landlord determines
appropriate for the furnishing of such services in the Building, all such
services being subject to energy availability or Energy Consumption Regulations
which may be hereafter promulgated. It is expressly agreed that should any
local, state or federal governmental body, agency or public utility restrict or
reduce the amount of fuel or energy which may be utilized to provide the
utilities and services as specified above, then such restriction or reduction,
and the reduction in utilities and services which may result therefrom, shall
in no way create or constitute a default on the part of the Landlord, and there
shall be no reduction or abatement in the Rent or any other sum payable by
Tenant thereunder. Further, Landlord shall not be liable for any injury,
damage, inconvenience, or otherwise which may arise or result should the
furnishing of any such services by interrupted or prevented by fire, accident,
strike, riot, act of God, the making of necessary repairs or improvements, or
any other cause beyond the reasonable control or prevention of Landlord, nor,
subject only to the provisions of Article VIII of this Lease, shall the
Rent payable by Tenant hereunder abate.


 


ARTICLE VI.  NAMING RIGHTS: ALTERATIONS


 


SECTION 1. Tenant, subject to the approval of Landlord,
which approval shall not be unreasonably withheld, shall have the exclusive
right to place Tenant’s name on the Building in such manner and form as to be
in compliance with all ordinances and at the sole expenses of Tenant.


 


SECTION 2.  Tenant shall not make any
alterations, additions or improvements to the Premises without first obtaining
Landlord’s prior written consent. In connection with any such request for
Landlord’s consent to such alterations, additions or improvements to the
Premises, Landlord may retain the services of an architect and/or engineer; and
the reasonable costs for the services of such architect and/or engineer shall
be reimbursed to Landlord by Tenant. Landlord may make any repairs for the
preservation, safety or improvement of the Premises or the Building. All
alterations, and improvements made by Tenant shall become the property of
Landlord upon making thereof and shall be surrendered to landlord upon the
expiration of this Lease.


 


ARTICLE VII. 
ACCESS


 


Landlord and its
agents shall have the right to enter into and upon the Premises at all
reasonable times with reasonable notice for the purpose of inspecting,
cleaning, repairing, altering or improving the Premises or the Building with
the exception of an emergency situation. Landlord shall have the right to show
the Premises to prospective tenants during the ninety (90) day period prior to
the expiration of the term of this Lease and shall have the right at all
reasonable times to show the Premises to prospective purchasers of and lenders
upon the Building. Any damage or loss caused to the Premises and/or to the
Tenant by any use of or access to the Premises by Landlord shall be repaired by
Landlord at Landlord’s expense.


 


ARTICLE VIII. 
DAMAGE OR DESTRUCTION


 


SECTION 1.  If the Premises is damaged
or destroyed, in whole or in substantial part, and Section 2 does not
apply, then Landlord may elect to terminate this Lease as of the date of the
damage or destruction by notice given to Tenant in writing not more than twenty
(20) days following


 


4

















 


the date of damage
or destruction. If Landlord does not elect to terminate, Landlord shall, at
Landlord’s expense, proceed to restore the property to substantially the same
form, condition and quality as prior to the damage or destruction. If Landlord
elects to rebuild and repair, Landlord shall proceed as soon as reasonably
possible and thereafter shall proceed without interruption and be completed
within one hundred-eighty (180) days after notice has been given of Landlord’s
intent to rebuild and repair, except for work stoppages on account of
labor disputes and matters not under the control of the Landlord. During such
period of repair or restoration, the Rent shall be abated in the same
proportion as the untenantable portion of the Premises bears to the entire
Premises identified in Section 1 of Article I of the Lease.


 


SECTION 2.  If the Premises is damaged
or destroyed, (i) to the extent that more than fifty percent (50%) of the
Building is damaged or destroyed, or (ii) to the extent that more than
fifty percent (50%) of the Premises is damaged or destroyed, then in such
event, Tenant may elect to terminate this Lease as of the date of the damage or
destruction by notice given to Landlord in writing not more than twenty (20)
days following the date of damage or destruction.


 


SECTION 3.  Notwithstanding anything
contained in this Article to the contrary, Landlord shall not be required
to repair, replace, restore, or rebuild any property which Tenant shall be
entitled to remove from the Premises under the provisions of this Lease; it
being agreed that Tenant shall bear the entire risk of loss, damage or
destruction of such property while it is in the Building.


 


SECTION 4.  If either party elects to
terminate the Lease, Tenant shall be entitled to reimbursement for any prepaid
rent or other amounts paid by Tenant and attributable to the unused term of the
Lease.


 


ARTICLE IX. 
INDEMNITY


 


Tenant shall
indemnify and hold Landlord harmless from all loss, damage, liability or
expense resulting from an injury to or death of any person or any loss of or
damage to any property caused by or resulting from any act or omission of
Tenant or any officer, agent, employee, guest, invitee or visitor of Tenant in
or about the Premises or the Building, but the foregoing provision shall not be
construed to make Tenant responsible for injuries to third parties caused by
the negligence of Landlord or any agent or employee of landlord. The Landlord
shall remain responsible for any injury to, or death of any person or any loss
of or damage to property sustained by any person whatsoever which may be caused
by the Building or any equipment or appurtenances thereto or thereof being or
becoming defective or out of repair. Landlord shall be and remain liable for
the negligent acts or omissions of Landlord, its agents and employees.


 


ARTICLE X. 
INSOLVENCY, ETC.


 


If leasehold
interest of Tenant be levied upon under execution or be attached, or if any
voluntary or involuntary petition or similar pleading under any Act of Congress
relating to bankruptcy shall be filed by or against Tenant or a majority of
Tenant’s shareholders, or if any voluntary proceedings in any court or
tribunal shall be instituted by or against Tenant or the majority of its
shareholders to declare Tenant or the majority of its shareholders insolvent or
unable to pay debts of Tenant or the majority of its shareholders, or if Tenant
makes an assignment for the benefit


 


5

















 


of creditors, or
if a receiver be appointed for any property of Tenant, or if Tenant shall default
in payment of any other debt or obligation to Landlord, then in such event
Landlord may, if Landlord so elects and with or without notice of such election
and with or without any demand whatsoever, forthwith terminate this Lease upon
notice to Tenant, and upon such termination all rights of Tenant hereunder
shall thereupon cease and Tenant shall surrender possession and vacate the
Premises immediately.


 


ARTICLE XI. 
REMEDIES


 


SECTION 1.  If at any time Tenant shall
(a) fail to remedy any default in the payment of any sum due under this
Lease for ten (10) days after notice; (b) fail to remedy any default
with respect to any other of these provisions, covenants or conditions of this
Lease to be kept or performed by Tenant, within thirty (30) days after notice
(or, in the event the default is of such a nature that it cannot be remedied
within said thirty (30) day period, then such additional time as may be
necessary for Tenant to cure such default, within the thirty (30) day period
and thereafter diligently prosecutes the same to completion); or (c) vacate
or abandon the Premises, or fail to conduct its business therein, for a period
of five (5) consecutive business days, and then fail to reoccupy and
reestablish the conduct of business in the Premises within ten (10) days
following the date of written notice from Landlord of such failure; then
Landlord shall have all such rights and remedies as are provided by law in
respect of such default, including, at Landlord’s election, the right to
terminate this Lease, and all Tenant’s rights hereunder shall be terminated.


 


The liability of
Tenant for the Rent, and other payments provided for herein shall not be
extinguished for the balance of this Lease, and Tenant shall make good to
Landlord any deficiency arising from such reletting of the Premises, plus the
costs and expenses of renovating, altering and reletting the Premises, and
including attorneys’ fees or brokers’ fees incident to Landlord’s reentry or
reletting. Tenant shall pay any such deficiency each month, as the amount
thereof is ascertained by Landlord, or, at Landlord’s option, Landlord may
recover, in addition to any other sums, the amount at the time of judgment by
which the unpaid Rent, and other payments for the balance of the term, after
judgment, exceeds the amount thereof which Tenant proves could be reasonably
avoided, discounted at the rate of 7%. In reletting the Premises, Landlord may
grant rent concessions and Tenant shall not be credited therefore. Nothing
herein shall be deemed to affect the right of Landlord to recover for
indemnification under Article X herein arising prior to the termination of
this Lease.


 


SECTION 2.  Landlord shall in no event
be in default in the performance of any of its obligations in this Lease
contained unless and until Landlord shall have failed to perform such
obligation within thirty (30) days, or such additional time as is reasonably
required to correct any such default after notice by Tenant to Landlord
properly specifying wherein Landlord has failed of perform any such obligation.


 


ARTICLE XII. 
INSURANCE


 


SECTION 1.  Tenant covenants and agrees
that from and after the date of delivery of the Premises from Landlord to
Tenant and at all times during possession thereof, Tenant will procure and
maintain in full force and effect, at its sole cost and expense, the following
types of insurance, in the minimum amounts specified below:


 


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A.            Public Liability and Property Damage. 
Personal injury liability, bodily injury liability and property damage
insurance in a single limit of not less than One Million Dollars ($1,000,000),
of which insurance shall insure the performance by Tenant of the indemnity
agreement as to liability for injury to or death of persons and injury or
damage to property as provided in Article IX hereof. All of such insurance
shall be primary and noncontributing with any insurance which may be carried by
Landlord. The adequacy of the coverage afforded by said liability and property
damage insurance shall be subject to review by Landlord from time to time, and
Landlord retains the right to increase or decrease said limits at such times.


 


B.            Tenant Improvements. 
Insurance covering all of the lease-hold improvements, (excepting only
the structural components of the Building and demising partitions), and Tenant’s
trade fixtures, and personal property from time to time in and/or upon the
Premises, in an amount of not less than the full replacement cost thereof
without deduction for depreciation, providing protection against any peril
included within the classification “Fire and Extended Coverage”, together with
insurance against sprinkler damage, vandalism and malicious mischief. Any
policy proceeds shall be used for the repair or replacement of the property
damaged or destroyed unless this Lease shall cease and terminate under the
applicable provisions herein. If the Premises shall not be repaired or restored
following damage or destruction in accordance with other provisions herein,
Landlord shall received from such insurance proceeds and amount equal to the
replacement cost of the Tenant’s leasehold improvements.


 


C.            Business Interruption. 
Business interruption insurance with sufficient coverage to provide for
payment of rent and other fixed costs during any interruption of Tenant’s
business by reason of fire or other similar cause.


 


SECTION 2. 
All
policies shall be for the mutual and joint benefit and protection of Landlord
and Tenant, with Landlord being named as an additional insured. Certificates of
such policies shall be delivered to Landlord within ten (10) days after
delivery of possession of the Premises to Tenant and thereafter within thirty
(30) days prior to the expiration of the term of each such policy. All public
liability and property damage policies shall contain a provision that Landlord,
although named as an insured, shall nevertheless be entitled to recovery under
said policies for any loss occasioned to it, its servants, agents, and
employees by reason of the acts, omissions and/or negligence of Tenant. As
often as any such policy shall expire or terminate, renewal or additional
policies shall be procured and maintained by Tenant in like manner and to like
extent. All policies of insurance must contain a provision that the company
writing said policy will give to Landlord thirty (30) days’ notice, in writing,
in advance of any cancellation or lapse, or the effective date of any reduction
in the amounts of insurance. All public liability, property damage and other
casualty policies shall be written as primary policies, not contributing with
and not in excess of coverage which Landlord may carry. Landlord may, from time
to time, request Tenant to provide Landlord with a certified copy of all
insurance coverage carried by Tenant.


 


SECTION 3. 
Tenant
agrees to pay to Landlord forthwith upon demand the amount of any increase in
premiums for insurance against loss by fire that may be charged during the term
of this Lease on the amount of insurance maintained in force by Landlord on the
Building, of which the Premises are a part, resulting from Tenant doing any act
in or about said Premises which does so increase the insurance rates, whether
or not Landlord shall have consented to such act on the part of Tenant. If
Tenant installs upon the Premises any electrical equipment which constitutes an
overload on the electrical lines of the Premises, Tenant shall at its own
expense make whatever changes are 


 


7

















 


necessary to comply with the requirements of the insurance underwriters
any governmental authority having jurisdiction thereover, but nothing herein
contained shall be deemed to constitute Landlord’s consent to such overloading.


 


ARTICLE
XIII.  LIENS


 


Tenant shall keep the Premises free and clear of, and
shall indemnify Landlord against all mechanics’ liens and other liens on
account of work done for or materials , supplies and equipment furnished to
Tenant by persons claiming under it for maintenance, repairs and alterations.
Tenant shall reimburse Landlord for all costs and attorneys’ fees incurred by
Landlord in investigating, defending or clearing such lien to be cleared within
thirty (30) days of filing of same unless Tenant shall have provided security
acceptable to landlord against any loss to Landlord on account thereof. As a
condition to Landlord’s consent pursuant to Article VII, Landlord may
require Tenant to provide Landlord with reasonable payment and performance
bonds of those persons contracted by Tenant to perform work on or in the
Premises that could be the subject of such a lien in order to protect the
Premises, the Landlord, and any mortgagee from and against liens of mechanics
and materialmen performing work in or providing services and equipment to the
Premises.


 


ARTICLE
XIV.  ASSIGNMENT; SUBLETTING; MORTGAGING


 


Tenant shall not voluntarily, involuntarily or by
operation of law assign, transfer, mortgage or otherwise encumber all or any
part of Tenant’s interest in this Lease, or sublet the Premises or any part
thereof, without first obtaining in each and every instance Landlord’s prior
written consent. Subject to the foregoing, Tenant shall not assign, transfer or
sublet the Premises or any part thereof. Any transfer of this Lease by merger,
consolidation, or liquidation, or any change in the ownership of, or power to
vote the majority of its outstanding voting stock resulting in a change in
ownership of more than 50% of the total issued and outstanding shares of Tenant
shall constitute an assignment for the purposes of the paragraph. If consent is
once given by Landlord to any such assignment or subletting, such consent shall
not operate as a waiver of the necessity for obtaining Landlord’s consent to
any subsequent assignment or subletting. Any legal costs incurred by Landlord
related to such assignment or subletting shall be paid by Tenant to Landlord
upon demand. Tenant shall provide Landlord with executed copies of any
Assignment. Transfer or Sublease Agreement entered into as provided herein.


 


ARTICLE
XV.  ESTOPPEL CERTIFICATE


 


Tenant shall at any time and from time to time
execute, acknowledge and deliver to Landlord a statement in writing certifying:
(a) that this Lease is unmodified and in full force and effect (or if
there has been any modification hereof that the same is in full force and
effect as modified and stating the nature of the modification or
modifications); (b) that to the best of its knowledge Landlord is not in
default under this Lease (or if any such default exists the specific nature and
extent thereof); and (c) the date to which rent and other charges have
been paid in advance, if any.


 


8

















 


ARTICLE
XVI.  TAXES


 


SECTION 1. 
In
addition to taxes on the Premises, Tenant shall pay before delinquency any and
all taxes and assessments, and license, sales, business, occupation or other
taxes, fees or charges levied, assessed or imposed upon Tenant’s business
operations in the Premises.


 


SECTION 2. 
Tenant
shall pay before delinquency any and all taxes and assessments levied, assessed
or imposed upon its trade fixtures, leasehold improvements, merchandise and
other personal property in, on, or upon the Premises.


 


SECTION 3. 
In the
event any taxes, fees or charges referred to in the preceding Section 1
and/or Section 2 shall be assessed, levied or imposed upon or in
connection with the business or property of Landlord, such assessment, taxes,
fees or charges shall be paid by Tenant to Landlord promptly upon Landlord’s
request for such payment.


 


ARTICLE
XVII.  PRIORITY OF LEASE


 


This Lease shall, unless Landlord otherwise elects, be
subordinate to any and all mortgages and other security instruments now
existing, or which may hereafter be made covering the Building and/or the real
property underlying the same or any portion or portions thereof, and for the
full amount of all advances made or to be made thereunder (without regard to
the time or character of such advances), together with interest thereon, and
subject of all the terms and provisions thereof and to any renewals,
extensions, modifications and consolidations thereof; and Tenant covenants
within ten days of demand to make, execute, acknowledge and deliver upon
request any and all documents or instruments demanded by Landlord which are or
may be necessary or proper for more fully and certainly assuring the
subordination of this Lease to any such mortgages or other security
instruments, provided, however, that any person or persons purchasing or otherwise
acquiring any interest at any sale and/or other proceedings under such
mortgages or other security instruments may elect to continue this Lease in
full force and effect in the same manner, and with like effect, as if such
person or persons had been named as Landlord herein, and in the event of such
election, this Lease shall continue in full force and effect as aforesaid, and
Tenant hereby shall continue in full force and effect as aforesaid, and Tenant
hereby attorns and agrees to attorn to such person or persons. Tenant hereby
irrevocably appoints Landlord the attorney-in-fact of Tenant, to execute and
deliver any document provided for herein, for and in the name of Tenant.


 


ARTICLE
XVIII.  FIXTURES AND PERSONAL PROPERTY;
SURRENDER


 


SECTION 1. 
Upon the
termination of this Lease, Tenant shall surrender to Landlord the Premises
(including, without limitation, all non-moveable leasehold improvements) in
good condition and repair reasonable wear, tear and damage by casualty not
caused by Tenant or its agents or employees excepted. All improvements,
additions, and fixtures made or installed from time-to-time by Landlord to, in,
upon, or about the Premises, including, but not limited to, all lighting
fixtures, shall be the property of Landlord and upon any such termination,
shall be surrendered to Landlord by Tenant without any injury, damage or
disturbance thereto or payment thereof.


 


SECTION 2. 
All
fixtures, furniture, movable partitions, machinery, equipment and other
personal property installed or placed in said Premises at the cost of or by
Tenant shall at all times remain, be considered and treated as the personal
property of Tenant and in no sense part of the real estate, and Tenant shall
have the right at any time during the term of this Lease and any extension
thereof, or within a period of ten (10) days after any termination hereof
to remove the same or any 


 


9

















 


part thereof from said Premises, provided, however, that upon the
removal of any such personal property, Tenant agrees to restore the area from
which the same has been removed to substantially the same condition as it was
prior to the installation thereof and to the extent necessary to keep Premises
in a leasable and usable condition for future tenants. If Tenant fails to
remove any such personal property, Landlord may at Landlord’s option retain all
or any of such property and title thereto shall thereupon vest in Landlord,
Landlord may remove from the Premises and dispose of in any manner all or any
of such property, in which latter event Tenant shall, upon demand, pay to
Landlord the actual expense of such removal and disposition, and the cost of
repair of any and all damage to the Premises resulting from or caused by such
removal.


 


ARTICLE
XIX.  HOLD OVER TENANCY


 


If Tenant shall, without execution of a new Lease or
written extension, and with consent of Landlord, hold over after the expiration
of the terms of this Lease, such tenancy shall be a month-to-month tenancy,
which may be terminated as provided by law. During such tenancy, Tenant shall
pay to Landlord the greater of (a) the rental rate then being quoted by
Landlord for comparable space in the Building; or (b) the Rent pursuant to
Article III. During such tenancy, Tenant shall be bound by all of the
terms, covenants, and conditions as herein specified, as far as applicable;
provided, however that if Tenant fails to surrender the Premises upon the
termination of this Lease, in addition to any other liabilities to Landlord
arising therefrom Tenant shall indemnify and hold Landlord harmless from loss
or liability resulting from such failure, including any claims made by any
succeeding Tenant founded on such failure.


 


ARTICLE
XX.  WAIVER OF SUBROGATION


 


Landlord and Tenant each releases and relieves the
other and on behalf of its insurer(s) waives its entire right of recovery
against the other for loss or damage arising out of or incident to the perils
of fire, explosion, or any other perils generally described in the “extended
coverage” insurance endorsements used in Louisville which occur in, on or about
the Building and/or the Premises, whether due to the negligence of such other
party, its agents or employees, or otherwise.


 


ARTICLE
XXI.  NOTICES


 


Wherever in this Lease it shall be required or
permitted that notice, approval, advice, consent or demand be given or served
by either party to this Lease to or on the other, such notice or demand shall
be given or served and shall not be deemed to have been duly given or served
unless in writing and forwarded by certified or registered mail, addressed as
follows:


 


	
  To Landlord:

  	
   

  	
  Jaytee Properties
  Limited Partnership

  
	
   

  	
   

  	
  Republic Corporate
  Center

  
	
   

  	
   

  	
  601 W. Market Street

  
	
   

  	
   

  	
  Louisville, Kentucky
  40202-2700

  
	
   

  	
   

  	
  Attention:
  Mr. Steven E.Trager

  
	
   

  	
   

  	
   

  
	
  To Tenant:

  	
   

  	
  At the Premises

  



 


Either party may change such address by written notice
by certified or registered mail to the other.


 


10

















 


ARTICLE
XXII.  RIGHTS RESERVED BY LANDLORD


 


SECTION 1. 
Landlord
shall have the sole and exclusive right to designate (and from time to time, in
its discretion, re-designate) the address, number and/or designation of the
Building, but may not re-designate or change the name of the Building without
the prior written approval of Tenant.


 


ARTICLE
XXIII.  CONDEMNATION


 


In the event that during the term of this Lease the
Premises as identified in Article I, Section 1 hereof, or any part
thereof, or the use or possession thereof, is taken in condemnation proceedings
or by any right of eminent domain or for any public or quasi-public use, this
Lease and the term hereby granted shall terminate and expire on the date when
possession shall be taken by the condemnor, and rent and all other charges
payable hereunder shall be apportioned and paid in full up to that date and all
prepaid unearned rent and all other charges payable and paid in full up to that
date and all prepaid unearned rent and all other charges payable hereunder
shall forthwith be repaid by Landlord to Tenant, and Tenant shall not be liable
to Landlord for rent or any other charges payable hereunder, damage, or
otherwise, for, or by reason of any matter or thing occurring thereafter.
Tenant hereby waives any and all rights in, or to any condemnation awards. In
the event that during the term of this Lease a material amount of the parking
area or a material amount of the use or possession thereof is taken in
condemnation proceedings or by any right of eminent domain or for any public or
quasi-public use and no alternative parking is provided, the term of this Lease
shall at the option of Tenant cease and terminate from the date of title
vesting in such proceeding.


 


ARTICLE
XXIV.  MISCELLANEOUS PROVISIONS


 


SECTION 1. 
The term “Landlord”
as used in this Lease, so far as covenants or obligations on the part of
Landlord are concerned, shall be limited to mean and include only the owner or
co-owners, at the time in question, of the Premises, and in the event of any
transfer or transfers of the title to the Premises, Landlord herein named (and
in case of any subsequent transfers or conveyances, the then grantor) shall be
automatically freed and relieved from and after the date of such transfer or
conveyance of all liability as respects the performance or any covenants or
obligations on the part of Landlord contained in this Lease thereafter to be
performed.


 


SECTION 2. 
The
captions of Articles of this Lease are for convenience only and shall not be
considered or referred to in resolving questions of interpretation or
construction.


 


SECTION 3. 
The terms “Landlord
and Tenant”, wherever used herein shall be applicable to one or more persons,
as the case may be, and the singular shall include the plural, and the neuter
shall include the masculine and feminine, and if there be more than one, the
obligations hereof shall be joint and several.


 


SECTION 4. 
The word “person”
and the word “persons” wherever used in this Lease shall both include
individuals, partnerships, firms, associations, and corporations of any other
form of business entity.


 


SECTION 5. 
The
various rights, options, elections, powers, and remedies contained in this
Lease shall be construed as cumulative and no one of them shall be exclusive of
any of the others, or 


 


11

















 


of any other legal or equitable remedy which either party might
otherwise have in the event of breach or default in the terms thereof, and the
exercise of one right or remedy by such party shall not impair its right to any
other right or remedy until all obligations upon the other party have been
fully performed.


 


SECTION 6. 
Time is of
essence with respect to the performance of each of the covenants and agreements
under this Lease.


 


SECTION 7. 
Each and
all of the provisions of this Lease shall be binding upon and inure to the
benefit of the parties hereto and, except as set forth in Section 1 of
this Article and as otherwise specifically provided elsewhere in this
Lease, their respective heirs, executors, administrators, successors, and
assigns, subject at all times, nevertheless, to all agreements and restrictions
contained elsewhere in this Lease with respect to the assignment, transfer,
encumbering or sub-letting of all or any part of Tenant’s interest in this
Lease.


 


SECTION 8. 
This Lease
shall be interpreted in accordance with the law of the Commonwealth of
Kentucky.


 


SECTION 9. 
No waiver
of any default by Tenant hereunder shall be implied from any omission by
Landlord to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect any default other than the
default specified in the express waiver, and that only for the time and to the
extent therein stated. The acceptance by Landlord of rent with knowledge of the
breach of any of the covenants of this Lease by Tenant shall not be deemed a
waiver of any such breach. One or more waivers of any breach of any covenant,
term or condition of this Lease shall not be construed as a waiver of any
subsequent breach of the same covenants, term of condition. The consent or
approval by Landlord to or of any act by Tenant requiring Landlord’s consent or
approval shall not be deemed to waive or render unnecessary Landlord’s consent
or approval to or of any subsequent similar acts by Tenant.


 


SECTION 10. 
If Tenant
shall default in the performance of any covenant on its part to be performed by
virtue of any provisions of this Lease, Landlord may, after any notice and the
expiration of any period with respect thereto as required pursuant to the
applicable provisions of this Lease, perform the same for the account of
Tenant. If Landlord, at any time, is compelled to pay or elects to pay any sum
of money or do any acts which would require the payment of any sum of money by
reason of the failure of Tenant, after any notice and the expiration of any
period with respect thereto, as required pursuant to the applicable provisions
of the Lease, to comply with any provisions of this Lease, the sum or sums so
paid by Landlord with all interest, costs and damages, shall be deemed to be additional
rental hereunder and shall be due from Tenant to Landlord on the first day of
the month following the incurring of such respective expenses, except as
otherwise herein specifically provided.


 


SECTION 11. 
If Tenant
or Landlord shall bring any action for any relief against the other,
declaratory or otherwise, arising out of this Lease, including any suit by
Landlord for the recovery of rent, additional rent or other payments hereunder
or possession of the Premises, the losing party shall pay the prevailing party
a reasonable sum for attorneys’ fees in such suit, at trial and on appeal, and
such attorneys’ fees shall be deemed to have accrued on the commencement of
such action.


 


SECTION 12. 
This Lease
contains all covenants and agreements between Landlord and Tenant relating in
any manner to the rental, use and occupancy of the Premises and Tenant’s
licensed


 


12

















 


use of the Building and other matters set forth in this Lease. No prior
agreement or understanding pertaining to the same shall be valid or of any
force or effect, and the covenants and agreements of this Lease cannot be
altered, changed, modified or added to except in writing signed by Landlord and
Tenant. No representation, inducement, understanding or anything of any nature
whatsoever made, stated or represented on Landlord’s behalf, either orally or
in writing (except this Lease) has induced Tenant to enter into this Lease.


 


SECTION 13. 
Any
provision or provisions of this Lease which shall prove to be invalid, void or
illegal shall in no way affect, impair or invalidate any other provision
hereof, and the remaining provisions hereof shall nevertheless remain in full
force and effect.


 


SECTION 14. 
Except
with respect to those conditions, covenants and agreements of this Lease which
by their nature could only be applicable after the commencement of, during or
throughout the term of this Lease, all of the other conditions, covenants and
agreements of this Lease shall be deemed to be effective as of the date of
execution of this Lease.


 


SECTION 15. 
Landlord
and Tenant each represents and warrants to the other that it has not engaged
any broker, finder or other person who would be entitled to any commission or
fee in respect of the negotiation, execution or delivery of this Lease, and
shall indemnify each other against loss, cost, liability, or expense incurred
by either as a result of any claim asserted by any such broker, finder or other
person on the basis on any arrangements or agreements made or alleged to have
been made by or on behalf of either Landlord or Tenant, as the case may be, in
breach of the foregoing warranty.


 


SECTION 16.  Any and all consents and approvals of Landlord
required by or referred to in the Lease shall not be unreasonably withheld.


 


IN WITNESS WHEREOF, the parties have caused this Lease to be
duly executed and delivered as of the day and year first above written.


 


	
  Jaytee Properties Limited
  Partnership

  	
   

  	
  Republic Bank & Trust
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Steve Trager

  	
   

  	
  /s/ Kevin Sipes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  ATTEST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Lori Banet

  	
   

  	
  BY:

  	
  /s/ Lara Recktenwald

  
					



 


13

















 


EXHIBIT A


RULES AND
REGULATIONS


 


1.             No advertisement, sign, lettering, notice or device
shall be placed in or upon the Premises or the Building, including any windows,
walls and exterior doors, except such as may be approved in writing by
Landlord.


 


2.             Lettering upon the doors as required by Tenant shall
be made by the sign company designated by Landlord, but the cost shall be paid
by Tenant. The directories of the Building will be provided exclusively for the
display of the name and location of Tenant and its designated representative
only, and Landlord reserves the right to exclude any other names therefrom.


 


3.             No additional locks shall be placed upon any doors of
the Premises, and Tenant agrees not to have any duplicate keys made without the
consent of Landlord. If more than two keys for any door lock are desired, such
additional keys shall be paid for by Tenant. Upon termination of this Lease,
Tenant shall surrender all keys.


 


4.             No furniture, freight, supplies not carried by hand or
equipment of any kind shall be brought into or removed from the Building
without the consent of Landlord. Landlord shall have the right to limit the
weight and size and to designate the position of all safes and other heavy
property brought into the Building. Such furniture, freight, equipment, safes
and other heavy property shall be moved in or out of the Building only at the
times and in the manner permitted by Landlord. Landlord will not be responsible
for loss of or damage to any of the items above referred to, and all damage
done to the Premises or the Building by moving or maintaining any of such items
shall be repaired at the expense of Tenant. Any merchandise not capable of
being carried by hand shall utilize hand trucks equipped with rubber tires and
rubber side guards.


 


5.             The entrances, corridors, stairways and elevators
shall not be obstructed by Tenant, or used for any other purpose than ingress
or egress to and from Premises. Tenant shall not bring into or keep any animal
within the Building, or any bicycle or other type of vehicle.


 


6.             Tenant shall not disturb other occupants of the
Building by making an undue or unseemly noise, or otherwise. Tenant shall not,
without Landlord’s prior written consent, install or operate in or on Premises
any machine or machinery causing noise or vibration perceptible outside the
Premises, electric heater, stove or machinery or any kind or carry on any
mechanical business thereon, or keep or use thereon oils, burning fluids,
camphene, kerosene, naphtha, gasoline, or other coustible materials. No
explosives shall be brought into the Building.


 


14

















 


7.             Tenant shall not mark, drive nails, screw or drill
into woodwork or plaster, paint or in any way deface the Building or any part
thereof, or the Premises or any part thereof, or fixtures therein. The expense
of remedying any breakage, damage or stoppage resulting from a violation
of this rule shall be borne by Tenant.


 


8.             If Tenant installs upon the Premises any electrical
equipment which constitutes an overload on the electrical line serving the
Premises or the Building, Tenant shall make all necessary changes to reduce
such overload, or at the option of Landlord, eliminate such equipment as
Landlord deems necessary to reduce the electrical capacity required to serve
the Premises.


 


9.             Canvassing, soliciting, and peddling in the Building
is prohibited and Tenant shall cooperate to prevent such activity.


 


10.           The requirements of Tenant will be attended to only
upon application at the Landlord’s office in the Building. Building employees
shall not perform any work or do anything outside of the regular duties, except
on issuance of special instructions from the office of the Building. If the
Building employees are made available for the assistance of Tenant, Landlord
shall be paid for their services by Tenant at reasonable hourly rates. No
Building employee will admit any person (Tenant or otherwise) to any office
without specific instructions from the office of the Building.


 


11.           Landlord reserves the right to close and keep locked
all entrance and exit doors of the Building on Sundays, legal holidays, and
between the hours of 7:00 p.m. of any day and 7:00 a.m. of the
following day, and during such further hours as Landlord may deem advisable for
the adequate protection of the Building and the property of the tenants. Tenant
shall have 24-hour access to the Premises.


 


15