EXHIBIT 10.1


 


JAYTEE PROPERTIES LIMITED PARTNERSHIP


 


AND


 


REPUBLIC BANK & TRUST COMPANY


 


REPUBLIC
BANK PLACE LEASE


HURSTBOURNE


 


LOUISVILLE, KENTUCKY


 


JULY 1, 2008


 

















 


REPUBLIC BANK PLACE


LOUISVILLE, KENTUCKY


 


INDEX TO LEASE


 


	
  Article

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  Premises

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  Term

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  Rent

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
   

  	
  Use

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
   

  	
  Possession

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
   

  	
  Services
  to be Provided

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
   

  	
  Maintenance
  and Repair; Alterations

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIII.

  	
   

  	
  Access

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
   

  	
  Damage
  or Destruction

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
   

  	
  Indemnity

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XI.

  	
   

  	
  Remedies

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XII.

  	
   

  	
  Insurance

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XIII.

  	
   

  	
  Liens

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XIV.

  	
   

  	
  Assignment;
  Subletting; Mortgaging

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XV.

  	
   

  	
  Estoppel
  Certificate

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XVI.

  	
   

  	
  Taxes

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XVII.

  	
   

  	
  Priority
  of Lease

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XVIII. 

  	
   

  	
  Fixtures
  and Personal Property; Surrender 

  	
   

  	
  9 

  



 

















 


	
  Article

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XIX.

  	
   

  	
  Hold
  over Tenancy

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XX.

  	
   

  	
  Waiver
  of Subrogation

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXI.

  	
   

  	
  Notices

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXII.

  	
   

  	
  Rights
  Reserved by Landlord

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXIII.

  	
   

  	
  Condemnation

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXIV.

  	
   

  	
  Miscellaneous
  Provisions

  	
   

  	
  11

  



 

















 


OFFICE LEASE


 


THIS LEASE, dated this 1st day of July, 2008, is between Jaytee
Properties Limited Partnership, a Kentucky 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 30,969 square feet of rentable office space located
on the lower level, first and second floors in Republic Bank Place (the “Building”)
located at Hurstbourne Parkway and Stone Creek Parkway in Jefferson County,
Kentucky.


 


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 and the non-exclusive license to use, during such
tenancy, the following facilities provided by Landlord: (i) toilet
facilities on the floor which the Premises are located (and such other toilet
facilities located elsewhere in the Building as may be designated by Landlord
for the general use of tenants); and (ii) the public entrances to, and
main floor lobby in, the Building; (iii) the passenger elevators serving
the Building; (iv) the areas adjacent to the Building dedicated from time
to time for parking purposes by Landlord for the parking of motor vehicles; and
(v) the roadways and passageways adjacent to the Building for passage by
motor vehicle and on foot, as said roadways and passageways may respectively be
dedicated by Landlord; provided, however, that Tenant shall have the exclusive
right to fifteen (15) dedicated parking spaces in front of the Building.


 


ARTICLE
II.  TERM


 


Landlord leases the Premises to Tenant, and Tenant hires and takes the
Premises from Landlord, for a term of ten (10) Lease Years commencing on
the first day of July, 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.


 


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ARTICLE
III.  RENT


 


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 Twenty Dollars and no cents ($20.00)
per square foot, said number of rentable 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. 
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
the operation of a Bank and any and all related 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.


 


ARTICLE
V.  POSSESSION


 


Landlord permits Tenant to enter into possession of the Premises on the
Lease Commencement Date. By Tenant’s taking of possession of the Premises,
Tenant acknowledges that the Premises are in good and tenantable condition and
acceptable for Tenant’s use thereof as provided in this Lease.


 


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ARTICLE
VI.  SERVICES TO BE PROVIDED


 


Landlord shall furnish reasonable amounts of heat, air conditioning,
water, elevator service and janitor service (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 X of this Lease, shall the Rent
payable by Tenant hereunder abate.  This
is a full service lease.


 


ARTICLE
VII.  MAINTENANCE AND REPAIR; ALTERATIONS


 


SECTION 1. 
Landlord shall keep and maintain the roof, foundations, floor slab, and
all structural walls (including windows and plate glass), gutters and
downspouts of the Premises in good order and repair. Landlord shall keep or
cause to be kept in good repair all common areas of the Building and
appurtenant areas, including lighting systems; drainage systems; mechanical,
plumbing, and electrical systems; heat and air conditioning units; ductwork,
lines, pipes, and conduits serving the Premises; and parking areas and
driveways. Any maintenance, repairs or replacements to any of the foregoing
made necessary by any acts or omissions of the Tenant, its agents or employees,
shall be paid for by Tenant and Tenant shall reimburse Landlord on demand for
the cost of repairing any damage to the Premises or the Building caused by
Tenant or its agents or employees.  In
the event, after reasonable notice to Landlord, Landlord fails to make any
repairs as hereinbefore provided, then Tenant shall have the right to make these
repairs and deduct the cost thereof from any future rental payments.


 


SECTION 2. 
All maintenance, repairs, or replacements relating to the Premises that
are not the obligation of Landlord as set forth in Section 1 above, shall
be the obligation of Tenant and shall be made by Tenant at Tenant’s sole cost
and expense.  Tenant shall maintain, at
its expense, the interior of the Premises in good repair and in a clean and
attractive condition.  Tenant’s
obligation to maintain, repair and replace includes, but is not limited to, all
the interior of the Premises.  In the
event Tenant fails to comply with the requirements of this Section, Landlord
may effect such maintenance and repair and the cost thereof, with interest at
the rate of 8.5% per annum, shall be payable immediately to Landlord as additional
rent.


 


SECTION 3. 
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 


 


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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
VIII.  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
IX.  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 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.


 


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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
X.  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
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 therefor. 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.


 


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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:


 


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 X 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.


 


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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 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


 


SECTION 1. 
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, at a rent to Assignee, Transferee or Sublessee,
greater than $19 per square foot. 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 


 


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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.


 


ARTICLE
XVI.  TAXES


 


SECTION 1. 
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 its 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.


 


SECTION 4. 
Landlord shall pay before delinquency any and all costs and expenses of
every kind and nature for real estate ad valorem taxes, and/or fees,
assessments, charges or payments in lieu thereof, to the Commonwealth of
Kentucky, and/or any political subdivision thereof, including, without limitation,
Jefferson County, and/or any city, municipality, agency or special district,
the Jefferson County School Board, Louisville Water Company, and/or the
Louisville and Jefferson County Metropolitan Sewer District, whether general or
special assessments, including, but not limited to, sewer rents, rates and
charges; drainage fees; water charges; taxes based upon the receipt of rent;
and any other federal, state or local government charge, general, special,
ordinary or extra—ordinary (but not including income or franchise taxes or any
other taxes imposed upon or measured by Landlord’s net income or profits,
unless the same is imposed in lieu of real estate taxes), which may now or
hereafter be levied or assessed against the Building or the land on which the
Building and appurtenant parking areas and driveways are located. If at any
time during the term of this Lease the method of taxation then prevailing shall
be altered so that any new tax, assessment, levy, imposition or charge shall be
imposed upon Landlord in place or partly in place of any such taxes and shall
be measured by or be based in whole or in part upon the Building or the rents
or other income therefrom, then all such new


 


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taxes, assessments, levies, imposition or charge shall be imposed upon
Landlord in place or partly in place of any such taxes and shall be measured by
or be based in whole or in part upon the Building or the rents or other income
therefrom, then all such new taxes, assessments, levies, impositions or charges
or part thereof, to the extent that they are measured or based, shall be
included in the definition of Landlord’s costs and expenses within the meaning
of this subparagraph. Tenant shall only be directly responsible for taxes, if
any, on its personal property and on the value of its special leasehold
improvements exclusive of standard building improvements.


 


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 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 


 


9

















 


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

  	
   

  
	
   

  	
   

  	
  Louisville,
  Kentucky 40202-2700

  	
   

  
	
   

  	
   

  	
  Attention:
  Mr. Bernard Trager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  To Tenant:

  	
  At
  the Premises

  	
   

  



 


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


 


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 name, address, number and/or
designation of the Building.


 


10

















 


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 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.


 


11

















 


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 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.


 


12

















 


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.


 


SECTION 17. 
Tenant shall provide Landlord with certified copies of its quarterly
call reports along with copies of Republic Bancorp’s annual audited
consolidated financial statements.


 


SECTION 18. 
Tenant shall have the exclusive right to erect an independent sign on
Hurstbourne Parkway displaying the time and temperature.  No other tenant shall be given such right of
signage with the exception of the identification of all other tenants on a
conforming tombstone sign.


 


SECTION 19. 
Notwithstanding any other provisions contained in this lease, in the
event the Tenant is closed or taken over by the banking authority of the State
of Kentucky, or other bank supervisory authority, the Landlord may terminate
the lease only with the concurrence of such banking authority or other bank
supervisory authority, and any such authority shall in any event have the
election either to continue or to terminate the lease:  Provided, that in the event this lease is
terminated, the maximum claim of Landlord for damages or indemnity for injury
resulting from the rejection or abandonment of the unexpired term of the lease
shall in no event be in an amount exceeding the rent reserved by the lease,
without acceleration, for the year next succeeding the date of the surrender of
the premises to the Landlord, or the date of re-entry of the Lessor, whichever
first occurs, whether before or after the closing of the bank, plus an amount
equal to the unpaid rent accrued without acceleration up to such date.


 


SECTION 20. 
Tenant shall have three options to renew this lease for additional five
year periods at a rent adjustment proportionate with the increase in the
Consumer Price Index, all urban consumers over each preceding term; but the
increase shall be no less than $3 per square foot for any given option term.  Tenant shall notify Landlord of Tenant’s
intent to exercise such option within 90 days of the expiration of the
preceding term.


 


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


 


13

















 


	
  ATTEST:

  	
   

  	
  JAYTEE PROPERTIES LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Lori Banet

  	
   

  	
  BY: 

  	
  /s/
  Steve Trager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  REPUBLIC BANK & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Lara Recktenwald

  	
   

  	
  BY:

  	
  /s/
  Kevin Sipes

  



 


14

















 


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.


 


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.


 


15

















 


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.


 


16