EX-10.20






Exhibit
10.20




THE HOVDE BUILDING LEASE




Hovde Building, LLC, Landlord




Nevac Group Ltd., Tenant




 









 





THE HOVDE BUILDING LEASE




	 	 	 	 	 	 	 
	Article	 	Title	 	Page
	 
	 	 	 	 	 	 
	1

	 	Definitions
	 	 	3	 
	2

	 	Premises; Term
	 	 	5	 
	3

	 	Use
	 	 	5	 
	4

	 	Base Rent
	 	 	5	 
	5

	 	Rent Adjustments
	 	 	5	 
	6

	 	Payments
	 	 	6	 
	7

	 	Late Payments
	 	 	7	 
	8

	 	Security Deposits
	 	 	7	 
	9

	 	Landlord’s Reservations and Improvements
	 	 	7	 
	10

	 	Landlord’s Access to Premises
	 	 	8	 
	11

	 	Possession of Premises
	 	 	9	 
	12

	 	Building Services
	 	 	9	 
	13

	 	Construction Liens
	 	 	11	 
	14

	 	Compliance with Laws
	 	 	11	 
	15

	 	Compliance with Insurance Requirements
	 	 	12	 
	16

	 	Taxes Payable by Tenant
	 	 	12	 
	17

	 	Insurance Coverage
	 	 	13	 
	18

	 	Release of Liability
	 	 	14	 
	19

	 	Electrical Service
	 	 	14	 
	20

	 	Repairs and Maintenance
	 	 	14	 
	21

	 	Improvements
	 	 	15	 
	22

	 	Damage to Premises
	 	 	16	 
	23

	 	Eminent Domain
	 	 	28	 
	24

	 	Assignment and Subletting
	 	 	28	 
	25

	 	Default by Tenant; Rights of Landlord
	 	 	20	 
	26

	 	Subordination
	 	 	22	 
	27

	 	Estoppel Certificates
	 	 	22	 
	28

	 	Quiet Enjoyment
	 	 	23	 
	29

	 	Holding Over
	 	 	23	 
	30

	 	Termination; Removal of Property
	 	 	24	 
	31

	 	Relocation Right
	 	 	24	 
	32

	 	Sale by Landlord
	 	 	24	 
	33

	 	Rules and Regulations
	 	 	24	 
	34

	 	Compliance by Others
	 	 	25	 
	35

	 	Force Majeure
	 	 	25	 
	36

	 	Hazardous Material
	 	 	25	 
	37

	 	Default by Landlord
	 	 	27	 
	38

	 	Costs, Expenses and Attorney Fees
	 	 	28	 






 









 






	 	 	 	 	 	 	 
	Article	 	Title	 	Page
	39

	 	Compliance with ADA
	 	 	28	 
	40

	 	Notices
	 	 	28	 
	41

	 	Miscellaneous
	 	 	29	 
	42

	 	Exhibits
	 	 	32	 






 









 





THE HOVDE BUILDING LEASE



THIS LEASE is entered into this first day of September, 1997, between HOVDE BUILDING, LLC,
a Wisconsin limited liability company (Landlord), and Nevac Group Ltd. (Tenant).




	 	 	 
	 

	 	ARTICLE 1: DEFINITIONS
	 
	 	 
	1.1

	 	Premises: The tenth floor, 6,912 rentable square feet, in the HOVDE BUILDING
(Building), 122 West Washington Avenue, Madison, Wisconsin, as shown on EXHIBIT A
attached hereto.
	 
	 	 
	1.2

	 	Commencement Date: March 1st, 1998
	 
	 	 
	1.3

	 	Termination Date: February 28, 2008
	 
	 	 
	1.4

	 	Permitted Use: General office use.
	 
	 	 
	1.5

	 	Annual Base Rent: Base year = $107,136.00
	 
	 	 
	1.6

	 	Monthly Base Rent: $8,928.00
	 
	 	 
	1.7

	 	Agent: Hovde Realty, Inc, or such other entity or person as Landlord may designate to
manage the rental operations of the Building.
	 
	 	 
	1.8

	 	Security Deposit: $ N/A
	 
	 	 
	1.9

	 	Leasable Space: 6,912 square feet
	 
	 	 
	1.10

	 	Lease Year: A period of twelve (12) consecutive calendar months commencing on the
Commencement Date, if the Commencement Date is the first day of a calendar month, or
the first day of the calendar month thereafter.
	 
	 	 
	1.11

	 	Parking: NOTE: If this Lease provides for parking, it will be provided at the prevailing
market rental rate plus applicable sales tax. See attached “Parking Lease” labeled
“Addendum 1”.
	 
	 	 
	1.12

	 	Storage: N/A
	 
	 	 
	1.13

	 	Option to Extend: One five (5) year option. Tenant must give Landlord at least six (6)
months advance written notice of its intention to exercise its option or terminate this
lease.






 









 






	 	 	 
	1.14
	 	 
	 
	 	 
	1.15

	 	Additional Rent.
	 
	 	 
	 

	 	Any amount other than Monthly Base Rent payable by Tenant pursuant to this Lease,
whether or not designated Additional Rent.
	 
	 	 
	1.16

	 	Improvements.
	 
	 	 
	 

	 	All installations, alterations and additions made or placed upon the Premises, whether
by Landlord or Tenant (or obtained by Landlord or Tenant from a prior tenant),
including, but not limited to, carpeting, tile and all other floor coverings;
partitions and doors; paneling and all other wall treatments and coverings; hardware;
ceilings; wire (including electric, telephonic, communication and other wire
connections and services of any kind); lighting switches, equipment and fixtures;
special heating and air conditioning ducts and equipment; special plumbing fixtures and
installations; special staircases and related floor penetrations; and trade fixtures
affixed, fastened or connected to the Premises in such a manner that they are not
removable without causing significant damage to the Premises or the Building.
	 
	 	 
	1.17

	 	Building Standards.
	 
	 	 
	 

	 	Those Improvements hereinafter described which are substantially uniform and standard
in character and customarily utilized by Landlord for its Building
tenants, to wit:
 partitions and doors (including painting); hardware; ceiling grids and tiles; recessed
flourescent lighting fixtures; electric wiring and switches for such recessed
flourescent lighting fixtures; duplex wall outlets; and 

110 volt electrical wiring
servicing such duplex wall outlets. Building Standards shall not, in any event, include
special heating or air conditioning ducts or equipment; floor coverings of any kind;
telephonic, communication and other wire connections or services of any kind; electric
wiring (other than as specifically set forth in the preceding sentence); plumbing
fixtures and all related supply and drain piping; special decorative effects including,
but not limited to, chandeliers and other lighting fixtures (other than as specifically
set forth in the preceding sentences); special or unusual hardware; paneling, paper,
vinyl and other wall coverings; and “built-ins” of any kind.
	 
	 	 
	1.18

	 	Hazardous Material.
	 
	 	 
	 

	 	Any hazardous, dangerous or toxic substance, material or waste, including, but not
limited to, those substances, materials and wastes listed in the United States
Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302.4 and
amendments thereto),






 









 






	 	 	 
	 

	 	and such other hazardous, dangerous or toxic substances, materials and wastes that are or
become regulated under any applicable local, state or federal law.
	 
	 	 
	 

	 	ARTICLE 2: PREMISES; TERM
	 
	 	 
	2.

	 	Premises.
	 
	 	 
	 

	 	Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for a
term (Term) beginning on the Commencement Date and ending on the Termination Date, unless
sooner terminated as provided herein, subject to the terms and conditions herein contained.
	 
	 	 
	 

	 	ARTICLE 3: USE
	 
	 	 
	3.

	 	Tenant shall use and occupy the
Premises for the Permitted Use and for no other use or purpose, and will not vacate or abandon the same except upon termination as herein
provided.
	 
	 	 
	 

	 	ARTICLE 4: BASE RENT
	 
	 	 
	4.

	 	Tenant shall pay the Annual Base Rent to Landlord in equal Monthly Base Rent
installments, each such installment to be due and payable in advance on the first day of
every calendar month during the Term. If the Commencement Date is a day other than the
first day of a calendar month or the Termination Date is a day other than the last day of a
calendar month, the Monthly Base Rent for such fractional month shall be prorated on the
basis of 1/30th of the Monthly Base Rent for each day of such fractional month. Monthly
Base Rent is subject to adjustment as provided in Article 5, with a corresponding
adjustment in Annual Base Rent.
	 
	 	 
	 

	 	ARTICLE 5: RENT ADJUSTMENTS
	 
	 	 
	5.1

	 	Annual Adjustment to Monthly Base Rent.
	 
	 	 
	 

	 	Commencing March 1st, 1999 and continuing on the first day of each succeeding year, the
Monthly Base Rent to be paid shall be increased by three percent (3%) annually over the
Monthly Base Rent paid during the preceding Lease Year.
	 
	 	 
	5.2

	 	Monthly Electrical Service Charge.
	 
	 	 
	 

	 	Section intentionally left blank.
	 
	 	 
	5.3

	 	Real Estate Taxes and Assessments.
	 
	 	 
	 

	 	Section intentionally left blank.






 









 






ARTICLE 6: PAYMENTS




	 	 	 
	6.

	 	The Annual and Monthly Base Rent, Additional Rent and all other amounts payable by
Tenant to Landlord under this Lease shall be paid to Landlord, when due and without notice or
demand (except as otherwise provided in this Lease), at the office of the Agent, or to such
other person or persons, or at such other place, as Landlord may, from time to time, designate
in writing, without any deductions or set-offs whatsoever.
	 
	 	 
	 

	 	ARTICLE 7: LATE PAYMENTS
	 
	 	 
	7.1

	 	Late Payment Charge.
	 
	 	 
	 

	 	Section intentionally left blank.
	 
	 	 
	7.2

	 	Interest Charge.
	 
	 	 
	 

	 	Section intentionally left blank.
	 
	 	 
	 

	 	ARTICLE 8: SECURITY DEPOSIT 
	 
	 	 
	8.

	 	 Section intentionally left blank.
	 
	 	 
	 

	 	ARTICLE 9: LANDLORD’S RESERVATIONS AND IMPROVEMENTS
	 
	 	 
	9.1

	 	Portions of Premises.
	 
	 	 
	 

	 	The roof, all of the outside walls of the Premises and any space in the Premises used for
shafts, stacks, Pipes, conduits, ducts, electrical or other utilities or Building
facilities and the use thereof, as well as access thereto throughout Premises for the
purposes of operation, maintenance, security, signage, decoration, replacement and repair,
and in emergencies, are expressly reserved to, and are the responsibility of, Landlord.
	 
	 	 
	9.2

	 	Future Additions or Modifications.
	 
	 	 
	 

	 	Landlord reserves the right at any time and from time to time to decorate and to make at its
own expense, repairs, alterations, additions and improvements, structural or otherwise, in
or to the Building or part thereof, and during such operations to take into and through the
Premises or any part of the Building all material required and to close or temporarily
suspend operation of entrances, doors, corridors, elevators or other facilities, provided
that






 









 





	 	 	 
	 

	 	reasonable access by elevator and stairs is maintained at all times and reasonable use of
the Premises by Tenant is permitted at all times.
	 
	 	 
	 

	 	Landlord reserves the right at any time and from time to time to reduce, increase, close
off, enclose or otherwise change the size, number, location, layout and nature of the common
areas and facilities and the other tenant premises in the Building, to create additional
rental areas through the use and/or enclosure of common areas, to construct Building
additions, and pedestrian bridges upon, over, within or appurtenant to the Land or Building
and to locate or construct other improvements upon the Land, provided that reasonable access
by elevator and stairs is maintained at all times and reasonable use of the Premises by
Tenant is permitted at all times.
	 
	 	 
	9.3

	 	Improvements by Landlord.
	 
	 	 
	 

	 	Landlord at its expense shall complete the Landlord’s Required Leasehold Improvements
according to Exhibit B.
	 
	 	 
	 

	 	ARTICLE 10: LANDLORD’S ACCESS TO PREMISES
	 
	 	 
	10.1

	 	Examination and Work.
	 
	 	 
	 

	 	Tenant shall give Landlord, its agents and employees, and any other person or persons
authorized by Landlord, access to the Premises at all reasonable times, with 24 hour notice,
and at any time in the event of an emergency, without charge or diminution of rent, to
enable them to examine the same and to undertake such maintenance, repairs, removals,
replacements, additions, alterations and other work (modifications) as may be the subject of
a governmental rule, regulation, law or order, or as Landlord may deem necessary or
advisable, all without prejudice to the rights, if any, of Landlord against Tenant under any
other provisions of this Lease, provided that reasonable access by elevator and stairs is
maintained at all times and reasonable use of the Premises by Tenant is permitted at all
times. Except as expressly provided otherwise in this Lease, there shall be no allowance to
Tenant or diminution of rent and no liability on the part of Landlord by reason of
disruption of use, inconvenience, annoyance or injury to business arising from the
undertaking of any maintenance, repairs, removals, replacements, additions, alterations or
other work in or to any portion of Land, Building or the Premises or in and to any fixtures,
appurtenances and equipment thereof.
	 
	 	 
	10.2

	 	Prospective Tenants; Remodeling.
	 
	 	 
	 

	 	Tenant shall, during the last six (6) months of the Term, give Landlord, its agents and
employees, and any other person or persons authorized by Landlord, access to the Premises at
all reasonable times, and upon reasonable notice to Tenant, to show the Premises to
prospective tenants. If the Premises are substantially vacated during such period and Tenant
ceases to do business therein, Landlord may, without releasing Tenant from any of






 









 






	 	 	 
	 

	 	its obligations under this Lease, enter upon the Premises and decorate, remodel, repair,
alter or otherwise prepare the same or any part thereof for reoccupancy.
	 
	 	 
	 

	 	ARTICLE 11: POSSESSION OF PREMISES 
	 
	 	 
	11.

	 	Condition of Premises.
	 
	 	 
	 

	 	The entry into possession of the Premises by Tenant shall be conclusive evidence as against
Tenant that the Premises were in good and satisfactory condition at the time of such entry
except for latent defects. No promise of Landlord to alter, remodel or improve the Premises
or the Building and no representation respecting the condition of the Premises or the
Building have been made by Landlord or its agents to Tenant other than as may be contained
herein or in a separate agreement signed by Landlord and Tenant.
	 
	 	 
	 

	 	ARTICLE 12: BUILDING SERVICES 
	 
	 	 
	12.1

	 	Landlord’s Services.
	 
	 	 
	 

	 	The Landlord shall furnish and provide all of the following:
	 
	 	 
	 

	 	(a) Heating, Air Conditioning and Ventilation to provide a temperature and
humidity
condition required in Landlord’s judgment for comfortable occupancy of the Premises
under normal business operations daily from 7 a.m. to 7 p.m. (Saturdays to 12 noon).
Sundays and holidays are excepted.
	 
	 	 
	 

	 	(b) Elevator Service shall be provided in common with others daily from 7 a.m. to 6
p.m., Saturdays, Sundays and holidays excepted. Landlord shall also provide an elevator subject
to call at all times when normal passenger service is not furnished. Landlord shall provide
freight elevator service in common with others daily from 8 a.m. to 5 p.m., Saturdays,
Sundays and holidays excepted. Landlord shall always maintain the existing passenger
elevators consistent with Class A office space on the Capitol Square in Madison.
	 
	 	 
	 

	 	(c) Janitor Service in and about the Premises, including but not limited to dusting,
carpet cleaning, trash removal, mopping lavatory floors, cleaning lavatory fixtures, and cleaning
glass surfaces and other areas as needed, on all workdays, Saturdays, Sundays and
Holidays excepted, pursuant to a schedule satisfactory to both Landlord and Tenant, in
accordance with the standard of such service of Class A office buildings on the Capitol
Square in Madison.
	 
	 	 
	 

	 	(d) Water Service (both hot and cold, as appropriate) for drinking, lavatory and
toilet purposes drawn through fixtures installed by Landlord in the common areas and sewer
service for disposal of waste from the Building.
	 
	 	 
	 

	 	(e) Maintenance and Repair Service in and about the Premises to maintain the
Premises and the Hovde Building consistent with the Building Standards under Article 1.17






 









 






	 	 	 
	 

	 	including, but not limited to, the repair and maintenance of water coolers, plumbing, light
fixtures, thermostats, lavatory fixtures, kitchen fixtures, heating and cooling equipment,
electrical wiring, etc., in accordance with the standard for such maintenance and service in
Class A office buildings on the Capitol Square in Madison.
	 
	 	 
	 

	 	(f) Signage shall be done at Landlord’s expense, except that Tenant may install
interior signage on any floor it occupies at its own expense. Landlord shall maintain a building
directory in the first floor common area listing Tenant’s name and the name of a suitable
number of Tenant’s officers or employees, as designated by Tenant. Landlord shall
promptly make necessary changes to the building directory as from time to time requested
by Tenant.
	 
	 	 
	 

	 	(g) Maintenance and Repair
Service to the Common areas in the Building in accordance with the standard for such maintenance and service in Class A office buildings on the
Capitol Square in Madison.
	 
	 	 
	12.2

	 	Rules and Regulations.
	 
	 	 
	 

	 	The Rules and Regulations referred to in this Article are those Rules and Regulations
described in Article 33.
	 
	 	 
	12.3

	 	Tenant’s Special Services.
	 
	 	 
	 

	 	Should Tenant require any services on days or hours other than those specified in the Rules
and Regulations, Landlord may (but need not) upon reasonable advance notice by Tenant,
furnish such additional service, in which event Tenant agrees to pay to Landlord, within ten
(10) days after being billed therefor, Landlord’s cost (as reasonably determined by
Landlord) of labor and materials supplied in providing such additional service, plus fifteen
percent (15%) of such cost.
	 
	 	 
	12.4

	 	Suspension of Services.
	 
	 	 
	 

	 	It is understood that Landlord does not warrant that any of the services referred to above
or any other services which Landlord may supply will be free from interruption, provided
such interruption occurs by reason of accident, act of God, repairs, replacements,
alterations or improvements necessary or desirable to be made, or causes beyond the
reasonable control of Landlord (force majeure). Any such interruption of service due to any
of the foregoing shall not be deemed an eviction or disturbance of Tenant’s use and
possession of the Premises or any part thereof or render Landlord liable to Tenant for
damages by abatement of rent or otherwise or relieve Tenant from performance of Tenant’s
obligations under this Lease. Landlord shall use reasonable and diligent efforts to restore
such interrupted service regardless of the cause of interruption as soon as reasonably
possible considering, among other things, commercially acceptable cost considerations.






 









 






	 	 	 
	12.5

	 	Breach by Landlord.
	 
	 	 
	 

	 	In the event Landlord fails to provide services as specified in this Article 12 for
reasons other than a force majeure and the interruption of service continues for a
period of more than three days after notice by Tenant to Landlord, without relieving
Landlord from liability or responsibility hereunder, Tenant may (unless Landlord shall
be acting with due diligence and the delay shall be due to the nature of the
interruption) arrange independently for such services, and, upon demand, Landlord shall
reimburse and pay Tenant for Tenant’s actual cost to provide such services.
	 
	 	 
	 

	 	ARTICLE 13: CONSTRUCTION LIENS
	 
	 	 
	13.

	 	Tenant has no authority or power to cause or permit any construction lien of any kind
whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach
to or be placed upon Landlord’s title or interest in the Premises, the Building or the
Land, and any and all such liens created by Tenant shall attach to Tenant’s interest
only. Tenant shall, at its expense, cause to be discharged, within ten (10) days after
notice thereof, any construction lien claim filed against the Premises, the Building or
the Land, or Tenant’s interest therein or under this Lease, for work claimed to have
been done for, or materials claimed to have been furnished to, Tenant; provided,
however, that in the event of a good faith dispute by Tenant as to the validity of such
lien, Tenant shall have the right, in lieu of discharging said lien, to furnish
Landlord within such ten (10) day period, with a bond satisfactory to Landlord,
indemnifying Landlord against loss by reason of any such lien. If Tenant has not
discharged such lien or provided such bond within said ten (10) days, Landlord may pay
the amount necessary to discharge said lien without being responsible for making an
investigation as to the validity thereof, and the amount so paid shall be due and
payable forthwith by Tenant to Landlord.
	 
	 	 
	 

	 	ARTICLE 14: COMPLIANCE WITH LAWS
	 
	 	 
	14.

	 	Tenant shall, at its expense, comply with all laws, orders, ordinances, rules
and regulations  of Federal, State, County and Municipal authorities and with any
direction made pursuant to law or by any public officer or officers relating to Tenant’s
use of the Premises, to conditions which have been created by or at the instance of
Tenant or to the breach of any of Tenant’s covenants or agreements hereunder, and shall
hold Landlord harmless for any and all costs of Landlord for Tenant’s noncompliance with
such laws including, but not limited to, the cost of any defense of an action against
Landlord for Tenant’s noncompliance, as to the Premises. Landlord shall, at its expense,
comply with all such laws, orders, ordinances, rules and regulations relating to
Landlord’s use of the Building, relating to the part of the Premises reserved to it under
Article 9.1, relating to the breach of any of Landlord’s covenants or agreements
hereunder, and relating to conditions created by or at the instance of Landlord, and
shall hold Tenant harmless for any and all costs of






 









 






	 	 	 
	 

	 	Tenant for Landlord’s noncompliance with such laws, including, but not limited to, the cost
of any defense of an action against Tenant for Landlord’s noncompliance. Landlord shall, at
its expense, comply with all laws which may require modifications to the Building, the
common areas of the Building which are not leased to tenants, the part of the Premises
reserved to it under Article 9.1, and the bathrooms which are part of the Premises, such as
Americans with Disabilities Act and other similar laws relating to access by persons with
disabilities, and shall indemnify and hold Tenant harmless for any and all costs of Tenant
in complying with such laws including, but not limited to, the cost of any defense of any
action against Tenant for Landlord’s noncompliance.
	 
	 	 
	 

	 	ARTICLE 15: COMPLIANCE WITH INSURANCE REQUIREMENTS
	 
	 	 
	15.

	 	Neither Tenant nor Landlord shall do or permit to be done any act or thing upon the
Premises or in the Hovde Building which will invalidate or be in conflict with the terms of
the Wisconsin standard form of fire, boiler, sprinkler, water damage or other insurance
policies covering the Building and the equipment and property therein. Both Tenant and
Landlord shall, at their own expense, comply with all rules and regulations or requirements
of the National Board of Fire Underwriters or any other similar body having jurisdiction,
and shall not do or permit anything to be done in or upon the Premises or bring or keep
anything therein or use the Premises or the Building in a manner which increases the rate
of any insurance upon the Building or on any property or equipment therein.
	 
	 	 
	 

	 	ARTICLE 16: TAXES PAYABLE BY TENANT
	 
	 	 
	16.

	 	Section intentionally left blank.
	 
	 	 
	 

	 	ARTICLE 17: INSURANCE COVERAGE 
	 
	 	 
	17.1

	 	Insurance by Tenant.
	 
	 	 
	 

	 	Tenant shall, at its expense, obtain and maintain in force at all times during the term of
this Lease: (a) Commercial General Liability Insurance on an occurrence basis, with minimum
limits of liability in an amount of $1,000,000 combined single limit for bodily injury,
personal injury or property damage (or such other coverage or higher amounts as Landlord
shall from time to time determine in accordance with customary commercial rental practices
in Madison, Wisconsin); such insurance shall name Landlord, Agent and their agents and
employees as additional insureds; and (b) Property Insurance, on an “all risks” basis in an
amount adequate to cover the full replacement value of all Improvements paid for by Tenant
and all fixtures and personal property of Tenant in the Premises. Each policy shall be
issued by one or more responsible insurance companies reasonably satisfactory to Landlord
and shall contain the following provisions and endorsements: (a) that such insurance may not
be canceled or amended without thirty days’ prior written notice to Landlord; and (b) that
the policy shall not be invalidated should the insured waive






 









 






	 	 	 
	 

	 	in writing prior to a loss any or all rights of recovery against any other party for losses
covered by such parties. A certificate of Tenant’s insurers evidencing all of the foregoing
requirements shall be delivered to Landlord upon the execution of the Lease and from time
to time as requested by Landlord and, without any request, at least thirty (30) days prior
to the expiration date of any existing certificate.
	 
	 	 
	17.2

	 	Insurance by Landlord.
	 
	 	 
	 

	 	Landlord agrees to maintain in force during the term of this Lease: (a) Commercial General
Liability Insurance on an occurrence basis with minimum limits of liability in an amount of
$1,000,000 combined single limit for bodily injury, personal injury or property damage (or
such other coverage or higher amounts as Landlord shall from time to time determine); and
(b) Property Insurance, on an “all risks” basis in an amount adequate to cover the full
replacement value of the Building including all Leasehold Improvements paid for by
Landlord, with such deductibles as Landlord deems advisable, but not to exceed customary
practices in Madison, Wisconsin.
	 
	 	 
	 

	 	ARTICLE 18: RELEASE OF LIABILITY
	 
	 	 
	18.

	 	Landlord and Tenant release each other and their respective authorized agents, employees
and representatives, from any claims for damage to any person or to the Premises and the
Building and to the fixtures, personal property, and Leasehold Improvements of either
Landlord or Tenant in or on the Premises and the Building that are caused by or result
from risks or occurrences required to be insured against under any insurance policies
carried by the parties and in force at the time of any such damage.
	 
	 	 
	 

	 	Landlord and Tenant agree to have all property insurance which may be carried by either of
them endorsed with a clause providing that any release from liability of or waiver of claim
for recovery from the other party entered into in writing by the insured thereunder prior to
any loss or damage, shall not affect the validity of said policy or the right of the insured
to recover thereunder. Each party shall cause each insurance policy obtained by it to
provide that the insurance company waives all right of recovery by way of subrogation
against either party in connection with any damage covered by any policy. Neither party
shall be liable to the other for any damage caused by fire or any of the risks or
occurrences required by this Lease to be insured against by the other party.
	 
	 	 
	 

	 	ARTICLE 19: ELECTRICAL SERVICE
	 
	 	 
	19.

	 	Section intentionally left blank.
	 
	 	 
	 

	 	ARTICLE 20: REPAIRS AND MAINTENANCE
	 
	 	 
	20.

	 	Tenant shall not commit any waste within the Premises or Building. Except as otherwise
provided herein, Tenant shall be responsible for the cost of keeping the Premises in good






 









 






	 	 	 
	 

	 	condition and repair (other than with respect to Building Standards, Commons Areas and the
areas reserved to Landlord hereunder). Tenant shall make all repairs and replacements not
otherwise the responsibility of Landlord under this Lease (but Landlord shall not be
relieved hereby of responsibilities under Section 12 (a) — (g) hereof). The undertaking or
making of such repairs and replacements, and the computation and payment of the cost
thereof, shall be as provided in Article 21, the provisions of which are incorporated herein
by reference. Subject to the provisions of Article 22, Landlord shall be responsible for all
structural repairs to the Premises.
	 
	 	 
	 

	 	ARTICLE 21: IMPROVEMENTS
	 
	 	 
	21.1

	 	Restrictions on Improvements.
	 
	 	 
	 

	 	Tenant shall not make or place any Improvements upon the Premises, or remove any
Improvements from the Premises, without the prior written approval of Landlord, which shall
not be unreasonably withheld. Any such work shall be done at the cost and expense of Tenant
and by contractors or workers employed or approved by Landlord, consent to which shall not
be unreasonably withheld.
	 
	 	 
	21.2

	 	Work by Landlord.
	 
	 	 
	 

	 	As to work on Improvements other than the Required Leasehold Improvements requested by
Tenant to be done by contractors or workers employed by Landlord, the actual costs for such
work (plus a reasonable amount, not in excess of fifteen percent (15%) of such actual costs,
for Landlord’s overhead, review and supervision) shall be paid by Tenant to Landlord at
Landlord’s option either in advance and as estimated by Landlord, and/or promptly upon
receipt of the applicable invoice or invoices. “Actual costs” shall be those costs as
invoiced to Landlord by the contractor, supplier or other party or parties doing the work or
furnishing the materials; for work done by employees of Landlord, “actual costs” shall be
those costs as reflected on the books and records of Landlord. Notwithstanding the
provisions of Article 21.3 hereof, Landlord may, in any event, require that its own
contractors and/or workers shall do any work involving structural elements of the Building
or Premises, or the electrical, heating or air conditioning equipment or facilities, with
payment (including payment for Landlord’s overhead, review and supervision) to be made by
Tenant to Landlord as herein provided. Tenant shall have the opportunity to approve the
final plans and specifications prior to Landlord’s commencement of said work. Tenant’s
approval shall not be unreasonably withheld.
	 
	 	 
	21.3

	 	Work by Tenant.
	 
	 	 
	 

	 	Before any work is done by contractors or workers not employed by Landlord Tenant shall
submit to Landlord in writing the name or names of the contractors and workers it proposes
to use, together with detailed plans and specifications showing the proposed work and when
it will be performed. Landlord may withhold its approval of the proposed contractors and/or
workers based upon its own prior experience with such parties, their






 









 





	 	 	 
	 

	 	compatibility with other contractors or workers who may be employed in or about the
Building, or their general reputation for good, competent and timely workmanship. All work
shall be done in a good and workmanlike manner, in accordance with the plans, specifications
and time schedule given to and approved by Landlord, and in compliance with all governmental
requirements. Immediately upon completion of any work performed by contractors or workers
not employed by Landlord, Tenant shall deliver to Landlord, or cause such contractors or
workers to deliver to Landlord, two copies of “as built” plans and specifications for such
work.
	 
	 	 
	21.4

	 	Retention or Removal of Improvements.
	 
	 	 
	 

	 	Upon termination of this Lease for any reason, all Improvements (except trade fixtures and
special wiring belonging or attributable to Tenant which are removable without causing
significant damage to the Premises or the Building) shall, unless damaged or destroyed by
fire or other casualty, remain upon the Premises (as the property of Landlord), all without
compensation, allowance or credit to Tenant; provided, however, if prior to the termination
of this Lease or within ten (10) days thereafter Landlord so specifies by written notice to
Tenant, Tenant shall at the termination of this Lease or within three (3) business days
after receiving such notice, whichever is later, remove (subject to the supervision and
direction of Landlord), the Improvements (except Building Standards) designated in such
notice, failing which Landlord may remove the same and Tenant shall pay the cost of removal.
The foregoing obligations shall survive the termination of this Lease.
	 
	 	 
	 

	 	ARTICLE 22: DAMAGE TO PREMISES 
	 
	 	 
	22.1

	 	Repair and Restoration.







	 	(a)	 	If the Building or the Premises are made substantially untenantable by fire or
other casualty, Landlord may elect either to:






	 	(1)	 	terminate this Lease as of the date of such fire or other casualty by delivery
of notice of termination to Tenant within thirty (30) days after said date; or
	 
	 	(2)	 	without termination of this Lease, proceed with due diligence
to repair, restore or rehabilitate the Building or the Premises, other than
improvements paid for by Tenant, at Landlord’s expense. If such repair,
restoration or rehabilitation is not completed within one hundred fifty (150)
days from the date of said casualty, and the fire or other casualty was not
caused by Tenant, its agents, employees, or invitees, Tenant shall have the
right to terminate this Lease upon written notice to Landlord given within
thirty (30) days after the expiration of said one hundred fifty (150) day
period.






	 	(b)	 	If the Premises or the Building are damaged by fire or other casualty, but are
not made substantially untenantable, then Landlord shall proceed with due diligence to




 









 






	 	 	 	repair and restore the Building or the Premises, other than Improvements paid for by
Tenant, unless such damage occurs during the last twelve (12) months of the Term of
the Lease, in which event, either party shall have the right to terminate this Lease
as of the date of such fire or other casualty by delivery of written notice of
termination to the other party within thirty (30) days after said date.





	 	 	 
	22.2

	 	Rent Abatement.
	 
	 	 
	 

	 	If all or any part of the premises are rendered substantially untenantable by fire or other
casualty, then, provided that the fire or other casualty was not caused by Tenant, its
agents, employees or invitees, the Monthly Base Rent shall abate for all or said part of the
Premises which are untenantable on a per diem basis from and after the date of the fire or
other casualty and until the Premises are repaired and restored.
	 
	 	 
	22.3

	 	Rights of Mortgagees.
	 
	 	 
	 

	 	Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness
secured by a mortgage covering the Premises, the Building or the Land requires any insurance
proceeds to be applied to such indebtedness, Landlord may terminate this Lease by giving
written notice of termination to Tenant within thirty (30) days after such requirement,
whereupon this Lease shall terminate as of the date of the giving of such notice, but such
notice shall be given within 90 days of the date of such damage.
	 
	 	 
	 

	 	ARTICLE 23: EMINENT DOMAIN 
	 
	 	 
	23.

	 	Permanent Taking.
	 
	 	 
	 

	 	If the whole or substantially the whole of the Building or of the Premises shall be lawfully
condemned or taken in any manner for any public or quasi-public use or purpose, this Lease
and the term and estate hereby granted shall cease and terminate as of the date of taking of
possession for such use or purpose. If less than the whole or substantially the whole of the
Building or of the Premises shall be so condemned or taken, and the use of the Building or
of the Premises for the purposes of Tenant are materially impaired, then either Tenant or
Landlord may, at the option of either, exercised within sixty (60) days following the date
of the taking of possession for such use or purpose, terminate this Lease and the term and
estate hereby granted as of the date such possession is taken, by notifying the other party in writing of such termination. Upon any such
taking or condemnation and the continuing in force possession of this Lease as to any part of the
Premises, the Monthly Base Rent shall be diminished by an amount representing the part
thereof properly applicable to the portion of the Premises which may be so condemned or
taken and Landlord shall, at its expense, proceed with reasonable diligence to repair, alter
and restore the remaining part of the Building and the Premises to substantially their
former condition to the extent that the same may be feasible. Landlord shall be entitled to
receive the entire award paid to Landlord in any condemnation proceeding (but not including
Tenant’s separate award for






 









 






	 	 	 
	 

	 	relocation damages or other damages accruing to Tenant’s interest), including any award for
the value of any unexpired term of this Lease, and Tenant shall have no claim against
Landlord or against the proceeds of the condemnation except to the extent of special
expenses, such as moving expenses, allowable by law to Tenant, the payment of which does not
in any way reduce the amount otherwise provable by, or payable to, Landlord. Upon any
termination hereunder, the Monthly Base Rent shall be prorated as of the date thereof.
	 
	 	 
	 

	 	ARTICLE 24: ASSIGNMENT AND SUBLETTING 
	 
	 	 
	24.1

	 	Procedure; Recapture; Consent.
	 
	 	 
	 

	 	Tenant shall not (a) sublet the Premises or any part thereof; (b) assign this Lease or any
interest under it; (c) allow any transfer hereof or any lien upon Tenant’s interest by
operation of law; or (d) permit the use or occupancy of the Premises or part thereof by any
one other than Tenant and Tenant’s employees, except as hereafter provided. A notice of
intention to sublease or assign, setting forth a proposed commencement date of the sublease
term or assignment (Proposed Effective Date), to which notice is attached a copy of the
proposed sublease or assignment agreement and of all agreements collateral thereto, shall be
sent to Landlord at least sixty (60) days prior to the Proposed Effective Date. Landlord
may, by giving notice to Tenant within thirty (30) days after receipt of Tenant’s notice of
intention to sublease or assign, recapture the space described in the sublease or assignment.
If such recapture notice is given it shall serve to cancel and terminate this Lease with
respect to the proposed sublease or assignment space, or, if the proposed sublease or
assignment covers all of the Premises, it shall serve to cancel and terminate the entire
term of the Lease, in either case as of the Proposed Effective Date. If this Lease is
canceled pursuant to the foregoing with respect to less than the entire Premises, the
Monthly Base Rent and any other charges or credits shall be adjusted on the basis of the
proportion of rentable square feet retained by Tenant to the rentable square feet originally
demised and this Lease as so amended shall continue thereafter in full force and effect.
Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission
obligation on the part of Landlord with respect to this Lease, and any commissions which may
be due and owing as a result of any proposed assignment or subletting, whether or not the
Premises or part thereof are recaptured pursuant hereto and rented by Landlord to the
proposed tenant or any other tenant. If Landlord, upon receiving Tenant’s notice of
intention to sublease or assign, shall not exercise its right to recapture, Tenant must
obtain Landlord’s prior written consent to the assignment or subletting which consent shall
not be unreasonably withheld. Landlord’s consent to any assignment, subletting or transfer
is conditioned upon Landlord being assured that substantially the same quality of business,
services and management, including, without limitation, the prestige, reputation and
financial soundness of ownership and management will be maintained. Landlord’s consent to
any subletting, assignment or transfer, or Landlord’s election to accept as tenant hereunder
any assignee, grantee or transferee shall not release the original Tenant from any covenant
or obligation of this Lease and consent by Landlord







 











 






	 	 	to a subletting or assignment shall not relieve Tenant from obtaining consent to any future
subletting or assignment. In the event of any sublease of all or any portion of the Premises
where the rent reserved in the sublease exceeds the rent or prorated portion of the rent, as
the case may be, for such space reserved in this Lease, Tenant shall pay Landlord monthly,
at the same time as the Monthly Base Rent, the excess of the rent reserved in the sublease
over the rent reserved in this Lease applicable to the subleased space.
	 
	24.2	 	Transfer of Interest in Tenant.
	 
	 	 	The sale, issuance or transfer of any voting capital stock of Tenant which results in a
change in the direct or indirect voting control of Tenant shall be deemed to be an
assignment of this Lease within the meaning of Article 24.1. If Tenant is a partnership,
trust or an unincorporated association, then the sale, issuance or transfer of a controlling
interest therein shall be deemed to be an assignment of this Lease within the meaning of
Article 24.1. The transfer of a majority interest in or a change in the voting control of
any partnership, trust, unincorporated association or corporation which directly or
indirectly controls Tenant, shall also be deemed to be an assignment of this Lease within
the meaning of Article 24.1; provided, however, that any change in the composition or
membership of Tenant’s board of directors shall not be deemed to be such an assignment.
	 
	 	 	ARTICLE 25: DEFAULT BY TENANT; RIGHTS OF LANDLORD
	 
	25.1	 	Bankruptcy and Insolvency.
	 
	 	 	If at the Commencement Date or at any time during the term hereof there shall be filed by or
against Tenant in any court pursuant to any statute either of the United States or of any
State a petition in bankruptcy or insolvency or for liquidation, reorganization or
involuntary dissolution or for the appointment of a receiver or trustee of all or a portion
of Tenant’s property (and if against Tenant, if such petition is not dismissed within thirty
(30) days after the filing thereof), of if the interest of the Tenant hereunder shall be
levied upon or attached by process of law, of if Tenant makes an assignment for the benefit
of creditors or petitions for or enters into an arrangement with creditors, this Lease, at
the option of Landlord, exercised within a reasonable time after notice of the happening of
any one or more of such events, may be canceled and terminated, in which event neither
Tenant nor any person claiming through or under Tenant by virtue of any statute or order of
any court or otherwise shall be entitled to possession or to remain in possession of the
Premises but shall forthwith quit and surrender the same, and Landlord, in addition to the
other rights and remedies Landlord has by virtue of this Lease or any statue or rule of law,
may retain as security for its damages any rent, security deposit or moneys received by
Landlord from Tenant or others on behalf of Tenant.
	 
	25.2	 	Other Defaults.
	 
	 	 	In the event Tenant defaults in making any of its payments hereunder (including amounts due
under Article 5) or under any other lease of space within the Building and such default




 









 






	 	 	continues for at least ten (10) days after written notice thereof, or in the event Tenant
defaults in performing any of the other agreements, terms and conditions of this Lease, or
any other lease of space within the Building and such default continues for at least thirty
(30) days after written notice thereof, or in the event that such other breach is of a
nature that it cannot be reasonably cured within such thirty (30) day period if Tenant has
not commenced to cure such breach thirty (30) days after written notice thereof, Landlord,
in addition to all other rights and remedies available to Landlord, by law or by other
provisions hereof, may, with or without process, re-enter immediately into the Premises and
remove all persons and property, and/or at Landlord’s option, terminate this Lease as to all
future rights of Tenant. Tenant hereby expressly waives the service of any notice in writing
of intention to re-enter. Any such action taken by Landlord, including action to terminate
this Lease, or any surrender of the Premises by Tenant, shall not release Tenant of its
continued liability or obligations under this Lease, unless such release be evidenced by
written agreement from Landlord to Tenant. The words “re-enter” and “re-entry” as used in
this Lease are not restricted to their technical legal meaning. Property removed by Landlord
hereunder may, at the option of Landlord, be considered abandoned. Landlord may dispose of
such property as it deems expedient; Tenant shall, upon demand, reimburse Landlord for any
expense incurred by Landlord in so doing.
	 
	25.3	 	Damages.
	 
	 	 	Tenant agrees that in the event of any termination of this Lease as described herein, and
subject to Landlord’s obligation to mitigate damages, Landlord shall be entitled to recover
from Tenant (unless Tenant is released by written agreement from Landlord to Tenant) all
loss or other damage which Landlord may incur by reason of such termination, including, but
not limited to, the unamortized or unrecovered amount (as shown on the books and records of
Landlord) of all leasehold improvements (including Building Standards and Improvements)
located on the Premises, costs of restoring and repairing the Premises and putting the same
in rentable condition, costs (including commissions) of renting the Premises to another
tenant, loss or diminution or rents and all other damages which Landlord may incur by reason
of such termination and all reasonable attorney’s fees and expenses incurred in enforcing
any of the terms of this Lease or any other rights or remedies of Landlord.
	 
	25.4	 	Liquidated Damages.
	 
	 	 	Landlord shall not be able to recover from Tenant any liquidated damages.
	 
	25.5	 	Right of Landlord to Cure Defaults.
	 
	 	 	If Tenant shall default in the observance or performance of any term or covenant on its part
to be observed or performed under or by virtue of any of the provisions of this Lease,
Landlord, without being under any obligation to do so and without thereby waiving such
default, may remedy such default for the account and at the expense of Tenant,




 









 






	 	 	immediately and without notice in case of emergency, or in any other case only provided that
Tenant shall fail to remedy such default with all reasonable dispatch after Landlord shall
have notified Tenant in writing of such default. If Landlord makes any expenditures or
incurs any obligations for the payment of money in connection therewith including, but not
limited to, attorney’s fees in instituting, prosecuting or defending any action or
proceeding, such sums paid or obligations incurred, shall be forthwith paid to Landlord by
Tenant.
	 
	25.6	 	Waiver of Default.
	 
	 	 	Neither acceptance of Monthly Base Rent or Additional Rent by Landlord, with or without
knowledge of any default by Tenant, nor failure of Landlord to take action on account of any
such default or to enforce its rights hereunder shall be deemed a waiver of any such
default, or a consent to any future default, and absent written notice or consent, said
default shall be a continuing one, unless cured by Tenant.
	 
	 	 	ARTICLE 26: SUBORDINATION
	 
	26.	 	This Lease, and the term and estate hereby granted, and all of the rights of Tenant
hereunder, are subject and subordinate to: (a) the rights of the vendee-lessor under any
sale-leaseback now or hereafter affecting the Land and/or the Building; (b) any ground lease
now or hereafter affecting the Land; (c) the liens of any mortgage or mortgages now or
hereafter in force against the Land and/or the Building; (d) all matters of record and (e)
all laws, rules and regulations, affecting said real estate at any time. Tenant shall
execute such further instruments subordinating this Lease to the lien or liens of any such
sale-leaseback, ground lease, mortgage or mortgages as shall be requested by Landlord.
	 
	 	 	ARTICLE 27: ESTOPPEL CERTIFICATES
	 
	27.	 	Both Landlord and Tenant agree, at any time and from time to time, upon not less than
fifteen (15) days prior written notice by the other party, to execute, acknowledge and deliver
to the other party, a statement in writing certifying (a) that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in full force and
effect as modified and stating the modifications), (b) the dates to which the Monthly Base
Rent, Additional Rent and other charges have been paid, (c) whether or not to the best
knowledge of the signer of such certificate, the other party is in default in performance of
any covenant, agreement, term, provision or condition contained in this Lease and, if so,
specifying each such default of which the signer may have knowledge, and (d) as to such other
facts or information as the other party may reasonably request. Any such statement may be
relied upon by any prospective purchaser or lessee of the Building and/or the Land, any
mortgagee or prospective mortgagee thereof, or any prospective assignee or any mortgage
thereof.




 









 






	 	 	ARTICLE 28: QUIET ENJOYMENT
	 
	28.1	 	By Landlord.
	 
	 	 	Landlord covenants that upon Tenant’s observing and performing all the terms, covenants and
conditions of this Lease on its part to be observed and performed, Tenant may peaceably and
quietly enjoy the Premises, subject, nevertheless, to the terms and conditions of this Lease
and any matter or matters attributable to the Tenant or the business or other activities of
the Tenant.
	 
	28.2	 	By Other Tenants.
	 
	 	 	Tenant covenants that its use (including any Permitted Use) and occupancy of the Premises
will not impair the rights of other tenants to peaceably and quietly enjoy their respective
premises and any common or non-exclusive areas of the Building, whether or not such
impairment is the result of any act or omission of the Tenant or of any third party or
parties.
	 
	 	 	ARTICLE 29: HOLDING OVER
	 
	29.	 	Tenant shall pay Landlord for each day, or part thereof, Tenant retains possession of
the Premises after termination of this lease, by lapse of time or otherwise, the amount of the
daily rent for the last day prior to the date of such termination. The daily rent for such
last day shall be an amount equal to 1/30 of the Monthly Base Rent adjusted as provided in
Article 5. Tenant shall also pay all other damages sustained by Landlord by reason of such
retention. Should Tenant retain possession of the Premises after termination of this Lease by
lapse of time or otherwise, with the express or implied consent of Landlord, such tenancy
shall be from month to month, and in no event from year to year or for any longer term.
	 
	 	 	ARTICLE 30: TERMINATION: REMOVAL OF PROPERTY
	 
	30.	 	Tenant shall, upon the termination of this Lease for any reason, remain liable for all
amounts due under this Lease, and shall, in addition and subject to the provisions of Article
21, remove the furniture, equipment and other personal property of the Tenant and of any other
person or persons claiming under Tenant, and quit and deliver up the Premises to Landlord
peaceably and quietly in as good order and condition as the same are now or may, pursuant to
this Lease, be improved by Landlord or Tenant, maintained as herein provided, reasonable use
and wear, casualty losses which are the responsibility of Tenant under this Lease, and repairs
which are Landlord’s obligations, excepted. Property not removed by Tenant upon the
termination of this Lease may, at the option of Landlord, be considered abandoned. Landlord
may dispose of such property as it deems expedient and




 









 






	 	 	Tenant shall, upon demand, reimburse Landlord for any expense incurred by Landlord in so
doing. The foregoing obligations shall survive the termination of this Lease.
	 
	 	 	ARTICLE 31: RELOCATION RIGHT
	 
	31.	 	Landlord shall have no right to substitute other space
in the Building for the Premises demised under this Lease.
	 
	 	 	ARTICLE 32: SALE BY LANDLORD
	 
	32.	 	In the event of a sale or conveyance by Landlord of Landlord’s interest in the Building
or any part of the Building including the Premises, the same shall operate to release Landlord
from any future liability upon the covenants and conditions herein contained, and in such
event Tenant agrees to look solely to the responsibility of the successor in interest of
Landlord in and to this Lease. The Lease shall not be affected by any such sale or conveyance,
and Tenant agrees to attorn to the purchaser or grantee, which shall be personally obligated
on this Lease only so long as it is the owner of Landlord’s interest in and to this Lease.
	 
	 	 	ARTICLE 33: RULES AND REGULATIONS
	 
	33.	 	Tenant shall comply with and be subject to the Rules and Regulations attached hereto as
Exhibit C and such amendments or additions thereto as may, from time to time, be deemed
necessary by Landlord to govern the use, occupancy and operation of the Land, Building
and/or Premises provided any such amendments or additions do not unreasonably interfere with
Tenant’s use and access to the Premises. Landlord shall not be responsible to Tenant for the
failure of any other tenant of the Building to comply with any of the Rules or Regulations,
and any failure by Landlord to enforce any Rules or Regulations against either Tenant or any
other tenant of the Building shall not constitute a waiver thereof. Landlord will use its
best efforts to enforce the Rules and Regulations against all tenants.
	 
	 	 	ARTICLE 34: COMPLIANCE BY OTHERS
	 
	34.	 	Tenant’s obligations under this Lease and the Rules and Regulations to do or not to do a
specific act shall extend to and include Tenant’s obligation to require that Tenant’s agents,
officers, employees and invitees shall do or not do such acts.
	 
	 	 	ARTICLE 35: FORCE MAJEURE
	 
	35.	 	All work, services and other nonmonetary obligations to be furnished or performed by
Landlord or Tenant under the provisions of this Lease (or any other agreement or memorandum
between the parties concerning this Lease, the Building or the Premises) shall, at all times,
be subject to delays and interruptions resulting from acts of God, labor disputes (whether
involving Landlord or others), shortages of materials and any cause or




 









 






	 	 	causes beyond the reasonable control (including commercially acceptable cost
considerations) of Landlord or Tenant.
	 
	 	 	ARTICLE 36: HAZARDOUS MATERIAL
	 
	36.1	 	Hazardous Material Prohibited; Tenant Liability.
	 
	 	 	Tenant shall not cause or permit any Hazardous Material to be brought, kept, used or
generated in, upon or about the Land, Building or the Premises without the prior written
consent of Landlord, which consent Landlord shall not unreasonably withhold as long as
Tenant demonstrates to Landlord’s reasonable satisfaction that such Hazardous Material is
necessary or useful in Tenant’s business and will be used, kept, stored and disposed of in
compliance with all applicable laws, orders, ordinances, rules and regulations. If Tenant
violates any of the provisions of the preceding sentence, or if any Hazardous Material which
is brought, kept, used or generated in, upon or about the Land, Building or the Premises by
Tenant, its agents, employees, contractors or invitees (whether or not consented to by
Landlord) results in any injury (including death) or loss to persons or property or in any
contamination of the Land, Building or the Premises, Tenant shall indemnify, defend and hold
Landlord harmless from and against the same, including, without limitation, all claims,
judgments, demands, expenses, damages, penalties, fines, costs or liabilities, whether
arising during or after the termination of this Lease, (a) for any injury (including death)
or loss to persons or property; (b) for any loss or restriction on the use of rentable or
usable space or of any amenity within or about the Land, Building or the Premises, (c) for
any loss arising from any adverse impact on the marketing of rentable or useable space
within or about the Land, Building or the Premises, (d) for all clean-up charges, and (e)
for all reasonably related attorneys’ fees, consultant fees and expert fees. The foregoing
indemnity shall survive the termination of this Lease.
	 
	36.2	 	Asbestos.
	 
	 	 	Should the Premises contain asbestos, none of the provisions of this Lease, or warranties
herein contained, shall be construed so as to obligate Landlord to remove, contain or
otherwise treat any asbestos, unless the asbestos is or becomes uncontained, disturbed,
friable, or otherwise poses a health hazard to persons occupying and/or frequenting the
premises, and the asbestos was not disturbed or did not become uncontained as a result of
the negligent actions of Tenant. Landlord shall not be deemed to be in violation or breach
of any such provisions or warranties herein because of the existence thereof. Tenant, in
undertaking any repairs, maintenance or other work or activity, or in making or placing any
Improvements upon the Premises, shall not disturb any asbestos within the Building without
the prior written approval of the Landlord, and then only under the direction and
supervision of the Landlord, in compliance with Landlord’s then existing asbestos abatement
program or as otherwise directed by the Landlord, and at the cost and expense of the Tenant.
If the Landlord is required by law to remove, contain or otherwise treat any asbestos, and
does not anticipate being able to complete the same without unreasonably




 









 






	 	 	interfering with the use of the Premises by the Tenant or if the cost of such removal,
containment, or treatment is not financially or architecturally feasible, Landlord may, upon
at least one hundred and eighty (180) days prior written notice to the Tenant, terminate
this Lease. If Landlord elects to terminate this Lease, neither party shall have any further
liability to the other hereunder, except for those liabilities which are expressly stated to
survive termination; the Monthly Base Rent shall be prorated to the date of termination. If
Landlord elects to remove, contain, or otherwise treat the asbestos, and the same
unreasonably interferes with the use of the Premises, Landlord, at its expense, will
relocate the Tenant within the Building until such time as work is complete.
	 
	36.3	 	Other Required Action.
	 
	 	 	If the Landlord is required by law to remove any future Hazardous Material, to rectify any
dangerous condition or to install any protective equipment or devises, and does not
anticipate being able to complete the same without unreasonably interfering with the use of
the Premises by the Tenant, Landlord may, upon at least one hundred eighty (180) days prior
written notice to the Tenant, either offer to relocate the Tenant or terminate this Lease.
If Landlord elects to terminate this Lease neither party shall have any further liability to
the other hereunder, except for those liabilities which are expressly stated to survive
termination; Monthly Base Rent and any other charges or credits shall be prorated to the
date of termination.
	 
	 	 	ARTICLE 37: DEFAULT BY LANDLORD






	37.1	 	Landlord shall not be in default under this Lease unless Landlord (a) shall fail to
perform a covenant, term or condition of this Lease to be performed by Landlord, (b) shall
receive written notice thereof from Tenant specifying such nonperformance, and (c) shall fail
to cure such nonperformance within thirty (30) days after such written notice or such longer
time as is reasonably necessary to cure the same. If Landlord shall fail to perform any
covenant, term or condition of this Lease upon Landlord’s part to be performed and, as a
consequence of such default, Tenant shall recover a money judgment against Landlord, such
judgment shall be satisfied only out of the proceeds of sale received upon execution of such
judgment and levy thereon against the right, title and interest of Landlord in the Land and
Building and out of rents or other income from such property receivable by Landlord and
Landlord shall not be liable for any deficiency.
	 
	37.2	 	Rights of Tenant to Cure Defaults.
	 
	 	 	If Landlord shall default in the observance or performance of any term or covenant on its
part to be observed or performed under or by virtue of any of the provisions of this Lease,
Tenant, without being under any obligation to do so and without thereby waiving such
default, may remedy such default for the account arid at the expense of Landlord,
immediately and without notice in case of emergency, or in any other case only provided that
Landlord shall fail to remedy such default with all reasonable dispatch after Tenant shall
have notified Landlord in writing of such default. If Tenant makes any expenditures





 









 





	 	 	or incurs any obligations for the payment of money in connection therewith including, but
not limited to, attorney’s fees in instituting, prosecuting or defending any action or
proceeding, such sums paid or obligations incurred, shall be forthwith paid to Tenant by
Landlord.
	 
	 	 	ARTICLE 38: COSTS, EXPENSES AND ATTORNEY FEES
	 
	38.	 	In the event either party (the Innocent Party) shall, without fault on its part, be made a party to any litigation commenced by or against the other party, then such other party shall
pay all costs, expenses and reasonable attorneys’ fees incurred or paid by the Innocent
Party in connection with such litigation. Each party (the Defaulting Party) shall also pay
all costs, expenses and reasonable attorneys’ fees that may be incurred or paid by the other
party in successfully enforcing the Defaulting Party’s covenants and agreements contained in
this Lease.
	 
	 	 	ARTICLE 39: COMPLIANCE WITH ADA
	 
	39.	 	Landlord is informed as to the requirements of the Americans with Disabilities Act (“ADA”). Landlord shall, at its own cost and expense, maintain the Land and Building,
parking areas, and common areas, except for Improvements on the Premises undertaken by
Tenant, in good condition and repair and shall comply with ADA in effectuating all such
repairs to and/or replacement of the Land and Building, parking areas, and common areas.
Tenant shall, at it’s own cost and expense, maintain the Premises in good condition and
repair and shall comply with ADA in effectuating all such repairs to and/or replacement of
the Premises in order to comply with ADA except to the extent that such items are the
Landlord’s responsibility under Section 14 hereof.
	 
	 	 	ARTICLE 40: NOTICES
	 
	40.	 	All bills, statements, notices or communications which Landlord may desire or be
required to give to Tenant shall be in writing and either delivered to Tenant personally or
sent by registered or certified mail addressed to Tenant at the Building, and the time of
rendition thereof or the giving of such notice or communication shall be deemed to be the time
when the same is delivered to Tenant or three (3) business days after it has been deposited in
the mail as herein provided, whichever is earlier. All notices or communications which Tenant
may desire or be required to give to Landlord shall be in writing and sent by registered or
certified mail addressed to Agent, and to such other person or persons as Agent may from time
to time designate in writing, at the address where the last previous rent was payable, or in
the case of a subsequent change upon notice given, to the latest address furnished. The time
of the giving of such notice or communication shall be deemed to be the time when the same is
delivered to Agent or three (3) business days after it has been deposited in the mail as
herein provided, whichever is earlier.
	 
	 	 	ARTICLE 41: MISCELLANEOUS




 









 






	41.1	 	Submission of Lease.
	 
	 	 	The submission of this Lease for examination does not constitute a reservation of, an option
for or an offer to lease the Premises. This Lease shall become effective as a lease, and
shall have evidentiary value, only upon execution and delivery thereof by Landlord and by
Tenant.
	 
	41.2	 	Building Name and Address.
	 
	 	 	Landlord reserves the right to change the Building’s name and/or street address.
	 
	41.3	 	Grammatical Changes; Successor and Assigns.
	 
	 	 	The word Tenant, wherever used in this Lease, shall be construed to mean Tenants (jointly
and severally) in all cases where there is more than one Tenant, and the necessary
grammatical changes required to make the provisions hereof apply to corporations,
partnerships or individuals, shall in all cases be assumed as though in each case fully
expressed. Each provision shall extend to and shall, as the case may require, bind and inure
to the benefit of Landlord and Tenant and their respective heirs, legal representatives,
successors and assigns, provided that this Lease shall not inure to the benefit of any
assignee, heir, legal representative, transferee or successor of Tenant except upon the
express written consent or election of Landlord.
	 
	41.4	 	Governing Law.
	 
	 	 	This Lease shall be governed by the laws of the State of Wisconsin.
	 
	41.5	 	Article and Paragraph Headings.
	 
	 	 	The article and paragraph headings of this Lease are inserted for reference and as a matter
of convenience only and shall not be considered in any way to define, limit or otherwise
affect the terms and provisions of this Lease.
	 
	41.6	 	Entire Agreement.
	 
	 	 	This Lease contains the entire agreement between the parties, and any consent, approval and
executory agreement hereafter given or made shall be ineffective to change, modify,
discharge or affect the same, in whole or in part, unless such consent, approval or
executory agreement is in writing and signed by the party against whom enforcement is
sought. Tenant acknowledges and confirms that Landlord has not made any representations or
promises with respect to the Building, the Premises, any of the provisions of this Lease, or
the execution or delivery thereof, except as in this Lease expressly set forth.
	 
	41.7	 	Severability.




 









 






	 	 	Should one or more of the provisions hereof or any given application of any particular
provision hereof be found invalid or unenforceable by a court of appropriate jurisdiction,
the parties hereto recognize and agree that the remainder of this Lease shall remain in
full force and effect and enforceable in accordance with its terms.
	 
	41.8	 	Short Form or Memorandum of Lease Suitable for Recording.
	 
	 	 	The parties hereto covenant and agree that at the request of either party, Landlord and
Tenant will promptly execute and deliver to the requesting party a short form or memorandum
of Lease duly acknowledged and in recordable form setting forth, among other things, the
names and addresses of the parties, a reference to this Lease and its date, the description
of the Demised Premises, the date of the commencement and termination of this Lease, and
reference to the Tenant’s options to extend or renew the term. The short form or memorandum
of Lease, or this Lease, may be recorded by either Landlord or Tenant.
	 
	 	 	ARTICLE 42: EXHIBITS
	 
	42.	 	The following Exhibits are attached to this Lease and incorporated herein by reference:
	 
	 	 	EXHIBIT A: Premises Floor Plan.
	 
	 	 	EXHIBIT B: Memorandum of Required Leasehold Improvements.
	 
	 	 	EXHIBIT C: Rules and Regulations.





          IN WITNESS WHEREOF, the respective parties have executed this Lease or caused this Lease to
be executed and sealed by their duly authorized representative as of the day, month and year
first above written.



	 	 	 	 	 
	LANDLORD:	 	 
	HOVDE BUILDING, LLC	 	Signed: August 22, 1997
	 
	 	 	 	 
	By:

	 	/s/ Donald I. Hovde
 

Donald I. Hovde
	 	HOVDE REALTY, INC.

Managing Partner
	 
	 	 	 	 
	Nevac Group Ltd.:	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marc Vaccaro	 	 
	 

	 	 

Marc Vaccaro
	 	 






 









 











EXHIBIT A.1




 









 













EXHIBIT A.2





 











 





“EXHIBIT B”




Landlord’s Required Improvements





	•	 	HVAC — 100% Including; 7 heat pumps, all duct work, wiring, T-stats and diffusers.






	•	 	Sprinkling System — 100% In accordance with all local, state and federal requirements that apply to the Hovde Building.






	•	 	Electric — 100% Including; new electric service to floor, new distribution panel and meters, a inspection of all existing
outlets to identify those that require new wiring, all new 2’ x 4’ lighting fixtures with 18 cell parabolic lenses (number
of fixtures and type in accordance with building standard, or approximately $9,500 in light fixtures).






	•	 	Restrooms — One new restroom will be provided on the tenth floor and the existing restroom will be updated to match. The
restrooms will be substantially the same as those of the seventh floor. Tenant will select color scheme for tiles,
countertops, paint and partitions from samples provided by Landlord.






	•	 	ADA Requirements — Landlord will furnish work and materials needed to bring elevator lobby call buttons into ADA compliance
as well as work and materials needed for two wheelchair emergency rescue platforms; one located off of each stairwell.






	•	 	Windows — Landlord will replace the exterior windows at the east elevation of the building.





     In addition, the Landlord will also provide a $40,000 build out allowance for Tenant to apply
toward the costs of Tenant’s leasehold improvements.




 









 








EXHIBIT C




RULES AND REGULATIONS





	1.	 	As used in these Rules and Regulations the term “premises” means the area leased by a tenant
of the Building. Capitalized terms shall be as defined in the lease to which these Rules and
Regulations apply.






	2.	 	Landlord shall have the right to control and operate the public portions of the Land,
Building and all facilities furnished for the common use of the Building tenants and users, in
such manner as Landlord deems best for the benefit of itself and said Building tenants and
users.






	3.	 	No tenant shall invite to its premises, or permit the visit of persons in such numbers or
under such conditions as to interfere with the use and enjoyment of the entrances, corridors,
elevators and facilities of the Building by other tenants.






	4.	 	Landlord may require all persons entering or leaving the premises or the Building, or
removing articles therefrom (other than articles taken out in the usual course of business),
to identify themselves to a security person by registration, a pass system or otherwise, and
to establish their right to enter or leave such premises or the Building or to remove such
articles therefrom.






	5.	 	No tenant shall employ or utilize any private security officer or person in or about the
premises or Building without the prior written consent of the Landlord.






	6.	 	No tenant shall obtain or accept for use in its premises any new or additional ice, beverage
service, catering, drinking water, vending machines, barbering or shoe shining from any person
not authorized by Landlord in writing to furnish such service, which shall not be unreasonably
withheld. All cleaning or janitor service in and about any premises shall be performed only by
persons or firms employed, retained or approved in writing by Landlord, which approval will
not be unreasonably withheld.






	7.	 	Awnings and other projections shall not be installed or permitted over or around the
windows or entrances of any premises.






	8.	 	Freight, furniture, business equipment, mail carts, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only in the freight elevators
and through the service entrances and corridors, and only in such manner and at such times as
are approved in writing by Landlord. Special arrangements must be made with the Landlord for
moving large quantities of furniture and equipment into or out of the Building. Landlord may
restrict the type of delivery equipment and its use in the Building. All damage done to the
Building or the premises in connection with any such delivery, removal or moving shall be paid
for by the tenant.





 









 






	 9. 	 	All entrance doors to the premises shall be locked and, in the interest of energy
conservation, all lights shall be turned off, when the premises are not in use.






	10.	 	Canvassing, soliciting and peddling in the Building are prohibited; each tenant shall
cooperate to prevent the same and shall promptly report any such activity or activities to the
building office.






	11.	 	No tenant shall advertise its business, profession or activities in any manner which violates
the letter or spirit of any code of ethics adopted by any recognized association or
organization pertaining thereto. No tenant shall use the name of the Building for any purpose
other than that of the business address of the tenant or use any picture or representation of
the Building or any part thereof unless approved in writing by Landlord.






	12.	 	No tenant shall attach or permit to be attached additional locks or similar devices to any
door, transom or window of its premises; change existing locks or the mechanism thereof; or
make or permit to be made any keys for any door thereof other than those provided by Landlord.
If more than two keys for one lock are desired Landlord will provide them upon payment
therefor by the tenant.






	13.	 	No animals, birds, fish or other pets and no bicycles or other vehicles shall be brought or
kept in or about the Land or Building.







	14.	 	No tenant shall make or permit to emanate from its premises any objectionable noise or odor.






	15.	 	No tenant shall place a load upon any floor of its premises which exceeds 50 pounds per
square foot live load, and 20 pounds per square foot for partitions, per square foot of floor
space.






	16.	 	Safes and other objects of unusual size or weight shall not be brought into or removed from
the premises or the Building except pursuant to a detailed proposal and plan of operation as
prepared and submitted by the tenant and approved in writing by the Landlord, which approval
will not be unreasonably withheld. Where such approval is granted, such safes and other
objects shall be brought into or removed from the Building at the time and in the manner, and
shall be placed and maintained in such location and position in the premises, as provided in
said approved proposal and plan of operation. All damage done to the Building or the premises
by the delivery, installation, use or removal thereof shall be paid for by the tenant.






	17.	 	Tenant shall not place in or on the premises signs, displays, lighting, advertising,
lettering, pictures or any so-called light or sun filters which are visible from outside the
premises (including public corridors).






	18.	 	Business machines and mechanical equipment belonging to tenant which cause noise or vibration
that may be transmitted to the structure of the Building or to any space therein to




 









 






	 	 	such a degree as to be objectionable to Landlord or to any tenants in the Building shall be
placed and maintained by tenant, at tenant’s expense, on vibration eliminators or other
devices sufficient to eliminate noise or vibration. If such noise or vibration is not
eliminated to Landlord’s satisfaction, tenant, upon notice from Landlord, shall promptly
remove from the premises the machine or equipment causing such noise or vibration.






	19.	 	Landlord may by written notice to the tenant concerned, rescind, alter or waive any rule or
regulation at any time prescribed for the Land or Building when, in Landlord’s judgment, it
is necessary, desirable or proper for the best interest of the Land, Building or its tenants.






	20.	 	Tenant may provide coffee, pop and other beverages to its employees and visitors and may
maintain a microwave and other kitchen accessories on the Premises.




 









 











HOVDE BUILDING

FIRST AMENDMENT TO LEASE



This First Amendment to Lease, entered into this 2nd day of July, 2002, between Hovde Building,
LLC, a Wisconsin limited liability company, hereinafter referred to as “Landlord” and Nevac Group
Ltd. hereinafter referred to as “Tenant”.




WITNESSETH



WHEREAS, Landlord and Tenant entered into a certain lease, dated September 1, 1997, hereinafter
referred to as the “Lease”, for the tenth floor, 6,912 rentable square feet, in the Hovde Building
(the “Building”) located at 122 West Washington Avenue, Madison, Wisconsin, for a lease term that
commenced on March 1, 1998.



WHEREAS, Landlord and Tenant desire to modify and amend certain terms, covenants and conditions of
the Lease to add additional rentable square feet, to be effective July 1, 2002, as more fully set
forth hereinafter.



NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for such
other good and valuable considerations the receipt and sufficiency of which are expressly
acknowledged, the parties agree as follows:





	1.	 	Tenant is hereby changed from “Nevac Group Ltd.” to “The Great Lakes Companies,
Inc.”. Nevac Group Ltd. is hereby discharged and released from all liability to Landlord.






	2.	 	Article 1.1 — Premises. The original Premises of 6,912 rentable square feet (the
“Original Premises”) shall be amended to include Suite “C” on the 7th floor,
constituting an additional 1,646 rentable square feet (the “Expansion Premises”), as
specifically indicated on the attached “Exhibit “A” to this First Amendment to Lease,” for a
total leased premises of approximately 8,558 rentable square feet (the “Premises”). Landlord
shall deliver exclusive possession of the Expansion Premises to Tenant on or prior to July 10,
2002. On such date, the Expansion Premises shall be vacant, clean to Tenant’s reasonable
satisfaction, the carpets shall have been professionally cleaned and all holes in walls shall
have been patched, all at Landlord’s expense.






	3.	 	Article 4 — Base Rent. In addition to the Monthly Base Rent payable with respect
the Original Premises, for the period from July 1, 2002 through September 30, 2002, Tenant
shall pay Monthly Base Rent of $1,797.61 for the Expansion Premises, payable as outlined in
Article 4 of the Lease. Effective as of October 1, 2002, the Monthly Base Rent for the
Expansion Premises shall be payable at the then current per square foot rate of the Original
Premises (currently $17.45 per square foot per year). The Monthly Base Rent for the
Premises (including the Expansion Premises) is subject to adjustment as provided in Article
5.1 of the Lease, with a corresponding adjustment in Annual Base Rent.





 









 




Except as specifically amended in this First Amendment to Lease, all other terms and conditions of
the Lease shall remain in full force and effect and shall apply to both the Original Premises and
the Expansion Premises.




     IN WITNESS WHEREOF, the parties have executed this First Amendment to Lease this 2nd day of
July, 2002.



TENANT:

THE GREAT LAKES COMPANIES, INC.




	 	 	 	 	 
	By:

	 	/s/ Bruce D. Neviaser	 	 
	Name:

	 	 

Bruce D. Neviaser
	 	 
	Title:

	 	Chairman	 	 






LANDLORD:

HOVDE BUILDING, LLC.




	 	 	 
	/s/ Janine K. Punzel
	 	 
	 

Janine K. Punzel, Property Manager

	 	 
	Hovde Realty, Inc., Agent
	 	 






 









 










Exhibit “A”



 









 








HOVDE BUILDING

SECOND AMENDMENT TO LEASE



This Second Amendment to Lease, entered into this 12th day of February, 2004, between
Hovde Building, LLC, a Wisconsin limited liability company, hereinafter referred to as “Landlord”
and The Great Lakes Companies, Inc., hereinafter referred to as “Tenant”.




WITNESSETH



WHEREAS, Landlord and Tenant entered into a certain lease, dated September 1, 1997, and a First
Amendment to Lease, dated July 2, 2002, hereinafter collectively referred to as the “Lease,” for a
total leased premises of 8,558 rentable square feet (the “Premises”) in the Hovde Building (the
“Building”) located at 122 West Washington Avenue, Madison, Wisconsin, for a lease term that
commenced on March 1, 1998.



WHEREAS, Landlord and Tenant desire to modify and amend certain terms, covenants and conditions of
the Lease to temporarily include additional rentable square feet, to be effective February 16,
2004, as more fully set forth hereinafter.



NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for such
other good and valuable considerations the receipt and sufficiency of which are expressly
acknowledged, the parties agree as follows:





	1.	 	Article 1.1 — Premises. The Premises shall be temporarily amended to include a
portion of suite 800 on the 8th floor, consisting of an additional 1,426 rentable
square feet (the “Temporary Premises”), as specifically indicated on the attached Exhibit “A”
to this Second Amendment to Lease. Landlord shall deliver exclusive possession of the
Temporary Premises to Tenant on or prior to February 16, 2004, in its current “as is”
condition.






	2.	 	Term. With regard to the Temporary Premises only, the term shall be for two and
one-half months, commencing on February 16, 2004 and expiring on April 30, 2004. This term for
the Temporary Premises will automatically continue on a month-to-month basis, until terminated
by either Tenant or Landlord upon fourteen (14) days advance written notice to the other
party. Tenant’s and Landlord’s obligations with regard to the Temporary Premises will remain
in effect until such written notice is received by the other party.






	3.	 	Article 4 — Base Rent. Effective as of February 16, 2004, the Monthly Base Rent for
the Temporary Premises shall be payable at the then current per square foot rate of the
Premises (currently $17.97 per rentable square foot per year). The Monthly Base Rent for
the Temporary Premises is subject to adjustment as provided in Article 5.1 of the Lease, with
a corresponding adjustment in Annual Base Rent.





 









 




Except as specifically amended in this Second Amendment to Lease, all other terms and conditions of
the Lease shall remain in full force and effect and shall apply to both the Premises and the
Temporary Premises.




     IN WITNESS WHEREOF, the parties have executed this Second Amendment to Lease this
12th day of February, 2004.



TENANT:

THE GREAT LAKES COMPANIES, INC.




	 	 	 	 	 
	By:

	 	/s/ Bruce D. Neviaser	 	 
	Name:

	 	 

Bruce D. Neviaser
	 	 
	Title:

	 	President	 	 






LANDLORD:

HOVDE BUILDING, LLC.




	 	 	 
	/s/ Janine K. Punzel
	 	 
	 

Janine K. Punzel, Property Manager

	 	 
	Hovde Realty, Inc., Agent
	 	 






 









 









Exhibit “A”


 









 








HOVDE BUILDING

THIRD AMENDMENT TO LEASE



This Third Amendment to Lease, entered into this 23rd day of April, 2004, between Hovde Building,
LLC, a Wisconsin limited liability company, hereinafter referred to as “Landlord” and The Great
Lakes Companies, Inc., hereinafter referred to as “Tenant”.




WITNESSETH



WHEREAS, Landlord and Tenant entered into a certain lease, dated September 1, 1997, a First
Amendment to Lease, dated July 2, 2002, and a Second Amendment to Lease, dated February 12, 2004,
hereinafter collectively referred to as the “Lease,” for a leased premises of 8,558 rentable
square feet (the “Premises”) together with another 1,426 rentable square feet (the “Temporary
Premises”) in the Hovde Building (the “Building”) located at 122 West Washington Avenue, Madison,
Wisconsin, for a lease term that commenced on March 1, 1998.



WHEREAS, Landlord and Tenant desire to modify and amend certain terms, covenants and conditions of
the Lease to temporarily include additional rentable square feet, to be effective on April 20,
2004, as more fully set forth hereinafter.



NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for such
other good and valuable considerations the receipt and sufficiency of which are expressly
acknowledged, the parties agree as follows:





	1.	 	Article 1.1 — Premises. The Premises shall be temporarily amended to include an
additional 448 rentable square feet in suite 800 on the 8th floor, together with
the original 1,426 rentable square feet temporarily leased in suite 800 per the terms of the
Second Amendment to Lease, for a total of 1,874 rentable square feet in suite 800 (the
“Temporary Premises”), as specifically indicated on the attached Exhibit “A” to this Third
Amendment to Lease. Landlord shall deliver exclusive possession of the Temporary Premises to
Tenant on or prior to April 20, 2004, in its current “as is” condition.






	2.	 	Term. With regard to the Temporary Premises only, the term shall be for two and
one-half months, commencing on April 20, 2004 and expiring on June 30, 2004. Thereafter, the
term for the Temporary Premises will automatically continue on a month-to-month basis, until
terminated by either Tenant or Landlord upon fourteen (14) days advance written notice to the
other party. Tenant’s and Landlord’s obligations with regard to the Temporary Premises will
remain in effect until such written notice is received by the other party.






	3.	 	Article 4 — Base Rent. Effective as of April 20, 2004, the Monthly Base Rent for
the Temporary Premises shall be payable at the then current per square foot rate of the
Premises (currently $18.51 per rentable square foot per year). The Monthly Base Rent for
the





 









 






Temporary Premises is subject to adjustment as provided in Article 5.1 of the Lease, with a
corresponding adjustment in Annual Base Rent.


Except as specifically amended in this Third Amendment to Lease, all other terms and conditions of
the Lease shall remain in full force and effect and shall apply to both the Premises and the
Temporary Premises.




          IN WITNESS WHEREOF, the parties have executed this Third Amendment to Lease this 23rd day of
April, 2004.



TENANT:

THE GREAT LAKES COMPANIES, INC.




	 	 	 	 	 
	By:

	 	/s/ Bruce D. Neviaser	 	 
	Name:

	 	 

Bruce D. Neviaser
	 	 
	Title:

	 	Chairman	 	 






LANDLORD:

HOVDE BUILDING, LLC.




	 	 	 
	/s/ Janine K. Punzel
	 	 
	 

Janine K. Punzel, Property Manager

	 	 
	Hovde Realty, Inc., Agent
	 	 






 









 









Exhibit “A”


 









 








HOVDE BUILDING 

FOURTH AMENDMENT TO LEASE



This Fourth Amendment to Lease, entered into this 11th day of August, 2004, between
Hovde Building, LLC, a Wisconsin limited liability company, hereinafter referred to as “Landlord”
and The Great Lakes Companies, Inc., hereinafter referred to as “Tenant”.




WITNESSETH



WHEREAS, Landlord and Nevac Group Ltd. (“Nevac”) have previously entered into a certain lease,
dated September 1, 1997 (the “Original Lease”) and a First Amendment to Lease, dated July 2, 2002;



WHEREAS, Nevac assigned its interest in and to the Original Lease and said First Amendment to
Tenant;



WHEREAS, Landlord and Tenant previously entered into a Second Amendment to Lease, dated February
12, 2004, and a Third Amendment to Lease, dated April 23, 2004, for a leased premises of 8,558
rentable square feet (the “Premises”) together with another 1,874 rentable square feet (the
“Temporary Premises”) in the Hovde Building (the “Building”) located at 122 West Washington
Avenue, Madison, Wisconsin, for a lease term that commenced on March 1, 1998. Tenant currently
occupies a total of 10,432 rentable square feet, comprised of the Premises and the Temporary
Premises. The Premises is 8,558 rentable square feet, consisting of the entire 10th
floor, which contains 6,912 rentable square feet, and Suite 730, 1,646 rentable square feet on the
7th floor. The Temporary Premises is a portion of Suite 800, consisting of 1,874
rentable square feet on the 8th floor. The Premises and the Temporary Premises will
hereinafter be collectively referred to as the “Vacated Premises.”



WHEREAS, Landlord and Tenant desire to modify and amend certain terms, covenants and conditions of
the Original Lease and the subsequent amendments to allow for Tenant’s relocation and expansion
onto the entire 5th and 6th floors of the Building, to be effective on
August 15, 2004, as more fully set forth in this Fourth Amendment to Lease. The Original Lease,
the First through Third Amendments to Lease and this Fourth Amendment to Lease are hereinafter
collectively referred to as the “Lease”.



NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for such
other good and valuable considerations the receipt and sufficiency of which are expressly
acknowledged, the parties agree as follows:





	1.	 	Article 1.1 — Premises. Tenant desires to expand and relocate to the entire
5th and 6th floors, consisting of 13,824 rentable square feet, as
specifically indicated on the attached Exhibit “A” to this Fourth Amendment to Lease (the
“Relocation Premises”), and vacate the Vacated Premises. Landlord shall deliver exclusive
possession of the Relocation Premises to Tenant on or prior to












 









 





	 	 	August 15, 2004. In relocating to the Relocation Premises, Tenant will have the right to
continue using the Vacated Premises from August 15, 2004 thru October 15, 2004 (the “Relocation
Period”), so long as Tenant’s use does not impair Landlord’s access and ability to work in the
Vacated Premises in order to permanently re-lease the Vacated Premises or any portion thereof.
Effective as of October 16, 2004, Tenant shall have no further right to the Vacated Premises.
	 
	2.	 	Article 1.3 — Termination Date. The Termination Date under Article 1.3 of the
Original Lease shall be changed and extended to September 30, 2009.
	 
	3.	 	Article 1.13 — Option to Extend. Tenant’s advance written notice of its intention to
exercise its option to extend, or terminate this Lease upon expiration of the Term (as
extended under item 2 above), shall be extended from six (6) months to twelve (12) months.
	 
	4.	 	Article 1.14 — Required Leasehold Improvements. See Exhibit “B”, Memorandum of
Required Leasehold Improvements, attached to this Fourth Amendment to Lease. Exhibit “B” to
the Original Lease shall not be applicable.
	 
	5.	 	Article 1.5 and Article 4 — Base Rent. During the period from August 15, 2004
(prorated for the month of August 2004) thru November 30, 2004, Tenant shall pay Monthly Base
Rent of $15,400.32 per month for the Relocation Premises, and pay no rent for the
Vacated Premises during the Relocation Period. Effective as of December 1, 2004, the Monthly
Base Rent for the Relocation Premises shall be payable at the then current per square foot
rate payable under the Lease (currently $18.51 per rentable square foot per year, resulting in
a Monthly Base Rent of $21,323.52). The Monthly Base Rent for the Relocation Premises is
subject to adjustment as provided in Article 5.1 of the Lease, with a corresponding adjustment
in Annual Base Rent.
	 
	6.	 	Article 17      Article 17 in the Original Lease is hereby deleted and the following substituted therefor:
	 
	 	 	17.1 Insurance by Tenant
	 
	 	 	Tenant shall, at its expense, obtain and maintain in force at all times during the term of this
Lease: (a) Commercial General Liability Insurance on an occurrence basis, with minimum limits
of liability in an amount of $5,000,000 combined single limit for bodily injury, personal
injury or property damage; such insurance shall name Landlord and Agent as additional insureds;
and (b) Property Insurance, on an “all risks” basis in an amount adequate to cover the full
replacement value of all Improvements paid for by Tenant and all fixtures and personal property
of Tenant in the Premises, subject to reasonable deductibles. Each policy shall be issued by
one or more insurance companies reasonably satisfactory to Landlord. A certificate of Tenant’s
insurers evidencing all of the foregoing requirements shall be delivered to Landlord upon the
execution of the Lease and from time to time as requested by Landlord and, without any request,
prior to the expiration date of any existing certificate.










 









 






	 	 	17.2 Insurance by Landlord
	 
	 	 	Landlord agrees to maintain in force during the term of this Lease: (a) Commercial General
Liability Insurance on an occurrence basis with minimum limits of liability in an amount of
$5,000,000 combined single limit for bodily injury, personal injury or property damage (or such
other coverage or higher amounts as Landlord shall from time to time determine); and (b)
Property Insurance, on an “all risks” basis in an amount adequate to cover the full replacement
value of the Building including all Leasehold Improvements paid for by Landlord, with such
deductibles as Landlord deems advisable, but in any event consistent with customary practices
for Class A office buildings in Madison, Wisconsin.
	 
	7.	 	Article 19.      Article 19 in the Original Lease is hereby deleted and the following substituted therefor:
	 
	 	 	Article 19: ELECTRICAL SERVICE
	 
	 	 	Landlord shall provide electric service and electricity sufficient for Tenant’s reasonable
needs, at no additional cost to Tenant. Installation and maintenance of additional electrical
service and cost of electricity to maintain desired temperatures and operate equipment in
computer server room or other specialized equipment room(s) will be at Tenant’s sole cost.
	 
	8.	 	Article 22.1. (a)     Article 22.1 (a) in the Original Lease is hereby deleted and the following substituted therefor:






	 	22.1	 	Repair and Restoration.






	 	(a)	 	If the Building or the Premises are made substantially untenantable by
fire or other casualty, Landlord may elect either to:






	 	(1)	 	terminate this Lease as of the date of such fire or
other casualty by delivery of notice of termination to Tenant within thirty
(30) days after said date; or
	 
	 	(2)	 	without termination of this Lease, proceed with due diligence
to repair, restore or rehabilitate the Building or the Premises, other than
improvements paid for by Tenant, at Landlord’s expense. If such repair,
restoration or rehabilitation cannot be completed using reasonable diligence
within one hundred fifty (150) days from the date of said casualty, or is not
actually completed within one hundred fifty (150) days from the date of said
casualty, and the fire or casualty was not intentionally or recklessly caused
by Tenant, its agents, or employees, Tenant shall have the right to terminate
this Lease upon written notice to Landlord given within thirty (30) days after
the expiration of said one hundred fifty (150) day period.










 









 






	9.	 	Article 22.2.     Article 22.2 in the Original Lease is hereby deleted and the following substituted therefor:






	 	22.2	 	Rent Abatement.
	 
	 	 	 	If all or any part of the premises are rendered materially untenantable by fire or other
casualty, then, provided that the fire or other casualty was not intentionally or
recklessly caused by Tenant, its agents or employees, the Monthly Base Rent shall abate
for all or said part of the Premises which are untenantable on a per diem basis from and
after the date of the fire or other casualty and until the Premises are repaired and
restored.






	10.	 	Article 22.3.     Article 22.3 in the Original Lease is hereby deleted in its entirety.





11. Article 24.1.     Article 24.1 in the Original Lease is hereby deleted and the following substituted therefor:





	 	24.1	 	Procedure; Consent.
	 
	 	 	 	Tenant shall not (a) sublet the Premises or any part thereof; (b) assign this Lease or any
interest under it; (c) allow any transfer hereof or any lien upon Tenant’s interest by
operation of law; or (d) permit the use or occupancy of the Premises or part thereof by
any one other than Tenant and Tenant’s employees, except as hereafter provided. A notice
of intention to sublease or assign, setting forth a proposed commencement date of the
sublease term or assignment (“Proposed Effective Date”), to which notice is attached a
copy of the proposed sublease or assignment agreement and of all agreements collateral
thereto, shall be sent to Landlord at least sixty (60) days prior to the Proposed
Effective Date. Landlord’s consent to any assignment, subletting or transfer is
conditioned upon Landlord being reasonably assured that substantially the same quality of
business, services and management, including, without limitation, the prestige, reputation
and financial soundness of ownership and management will be maintained. Landlord’s consent
to any subletting, assignment or transfer, or Landlord’s election to accept as tenant
hereunder any assignee, grantee or transferee shall not release the original Tenant from
any covenant or obligation of this Lease and consent by Landlord to a subletting or
assignment shall not relieve Tenant from obtaining consent to any future subletting or
assignment.






	12.	 	Article 24.2.     Article 24.2 in the Original Lease is hereby deleted and the
following substituted therefor:






	 	24.2	 	Transfer of Interest in Tenant.
	 
	 	 	 	The sale, issuance or transfer of any voting capital stock of Tenant which results in a
change in the direct or indirect voting control of Tenant shall be deemed to be an
assignment of this Lease within the meaning of Article 24.1. If Tenant is a partnership,
trust or an unincorporated association, then the sale, issuance or transfer of a
controlling










 









 






interest therein shall be deemed to be an assignment of this Lease within the meaning of
Article 24.1; provided, however, that any change in the composition or membership of
Tenant’s board of directors shall not be deemed to be such an assignment. Notwithstanding
anything to the contrary, the sale, issuance or transfer of any voting capital stock of
Tenant in connection with the roll-up, consolidation, merger or other aggregation of
Tenant with one or more of Tenant’s affiliates, in connection with the initial public
offering of the capital stock of Tenant or an affiliate of Tenant, shall not constitute
an assignment for purposes of Article 24.1.




	13.	 	Article 26.     Article 26 in the Original Lease is hereby deleted and the following substituted therefor:






	 	26	 	Subordination.
	 
	 	 	 	This Lease, and the term and estate hereby granted, and all of the rights of Tenant
hereunder, are subject and subordinate to: (a) the rights of the vendee-lessor under any
sale-leaseback now or hereafter affecting the Land and/or the Building; (b) any ground lease
now or hereafter affecting the Land; (c) the liens of any mortgage or mortgages now or
hereafter in force against the Land and/or the Building; (d) all matters of record and (e)
all laws, rules and regulations, affecting said real estate at any time. Tenant shall
execute such further instruments subordinating this Lease to the lien or liens of any such
sale-leaseback, ground lease, mortgage or mortgages as shall by requested by Landlord ;
provided, however, that Landlord shall utilize its reasonable efforts to obtain from (i) any
mortgagee under any mortgage, (ii) any vendee-lessor under any sale-leaseback arrangement,
(iii) any lessor under any ground lease, and (iv) any other party reasonably requested by
Tenant, a written agreement providing in substance that so long as Tenant shall not be in
default with respect to, and shall faithfully discharge, the obligations on its part to be
kept and performed under the terms of this Lease, its tenancy shall not be disturbed. Tenant
agrees to cooperate fully with Landlord in connection with Landlord’s efforts to obtain such
nondisturbance protection for Tenant, and in such regard, Tenant shall supply to Landlord
and such mortgagee, if requested, Tenant’s most recent audited financial statements and
unaudited financial statements prepared by Tenant for the period following that period
reflected in Tenant’s most recent audited financial statements, with such unaudited
financial statements being certified as true and accurate by Tenant’s chief financial
officer to the best of his knowledge.





14. Article 32.      Article 32 in the Original Lease is hereby deleted and the following substituted therefor:




	 	32	 	Sale By Landlord.
	 
	 	 	 	In the event of a sale or conveyance by Landlord of Landlord’s interest in the Building
or any part of the Building including the Premises, the same shall operate to release
Landlord from any liability for matters occurring on or after the date of conveyance
upon the covenants and conditions herein contained, and in such event Tenant agrees to
look solely to the responsibility of the successor in interest of Landlord in and to
the Lease.











 









 









	15.	 	Article 33.      Article 33 in the Original Lease is hereby deleted and the following substituted therefor:






	 	33	 	Rules and Regulations.
	 
	 	 	 	Tenant shall comply with and be subject to the Rules and Regulations attached hereto as
Exhibit C and such reasonable amendments or additions thereto as may, from time to time,
be deemed necessary by Landlord to govern the use, occupancy and operation of the Land,
Building and/or Premises provided any such amendments or additions do not unreasonably
interfere with Tenant’s use of or access to the Premises. Landlord shall not be
responsible to Tenant for the failure of any other tenant of the Building to comply with
any of the Rules or Regulations, and any failure by Landlord to enforce the Rules and
Regulations against either Tenant or any other tenant to the Building shall not
constitute a waiver thereof Landlord will use its best efforts to enforce the Rules and
Regulations against all tenants, in an evenhanded manner.






	16.	 	Article 36.3.     Article 36.3 in the Original Lease is hereby deleted and the following substituted therefor:






	 	36.3	 	Other required Action.
	 
	 	 	 	If the Landlord is required by law to remove any future Hazardous Material, to rectify
any dangerous condition or to install any protective equipment or devises, and does
not anticipate being able to complete the same without unreasonable interfering with
the use of the Premises by the Tenant, Landlord shall, upon at least one hundred
eighty (180) days prior written notice to the Tenant, offer to Tenant the choice to
relocate or to terminate this Lease. If Tenant elects to terminate this Lease neither
party shall have any further liability to the other hereunder, except for those
provisions hereof which are expressly stated to survive termination; Monthly Base Rent
and any other charges or credits shall be prorated to the date of termination.




Except as specifically amended in this Fourth Amendment to Lease, all other terms and conditions
of the Lease shall remain in full force and effect and shall apply to the Vacated Premises and the
Relocation Premises.




[SIGNATURE PAGE FOLLOWS]









 









 





     IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to Lease this
11th day of August, 2004.



TENANT:

THE GREAT LAKES COMPANIES, INC.




	 	 	 	 	 
	By:

	 	/s/ Marc Vaccaro	 	 
	Name:

	 	 

Marc Vaccaro
	 	 
	Title:

	 	Co-Chairman	 	 






LANDLORD:

HOVDE BUILDING, LLC.




	 	 	 
	/s/ Janine K. Punzel
	 	 
	 

Janine K. Punzel, Property Manager

	 	 
	Hovde Realty, Inc., Agent
	 	 






 









 











EXHIBIT A 1 OF 2





 









 













EXHIBIT A 2 OF 2


 









 








EXHIBIT B



MEMORANDUM OF REQUIRED LEASEHOLD IMPROVEMENTS



Tenant is taking the Relocation Premises in “as is” condition, with the exception of items 3 and
4 below. Landlord shall have the right to first approve any remodeling which Tenant desires to
undertake. Tenant is responsible for all costs related to any remodeling undertaken, such as
architectural fees, permits and construction, except as specifically noted in items 3 and 4
below. Additional considerations for construction of the Relocation Premises are as follows:





	 	1.	 	Landlord will have the right to review and approve all construction documentation
prior to commencement of any work by Tenant. Any subsequent changes in specifications
will likewise require approval by Landlord.
	 
	 	2.	 	Landlord will not be responsible for any delay in Tenant’s remodeling due to hidden
conditions or changes in specifications by Tenant.
	 
	 	3.	 	At Landlord’s cost, Landlord will replace, patch, and/or clean existing carpet. As
much of the existing carpet as possible will be retained. Attractive transitions
between existing and new carpet will be provided, as reasonably agreed upon by Landlord
and Tenant.
	 
	 	4.	 	Landlord will patch and paint walls throughout the Premises, at Landlord’s cost.
Should Tenant decide to remodel any portion of the Relocation Premises, Landlord may
elect to provide Tenant with an allowance for painting the Relocation Premises (“Painting
Allowance”). The Painting Allowance shall be equal to the lowest bid obtained by
Landlord from bidders reasonably acceptable to Tenant for painting the entire Relocation
Premises in its current “as is” configuration and condition, in a color similar to its
current off-white color.
	 
	 	5.	 	Tenant is responsible for installation of telephones, voice and data cabling/wiring
and furniture.
	 
	 	6.	 	With the exception of work listed under items 3 and 4 above, the cost of all
leasehold improvements will be paid for by Tenant. However, if requested by Tenant,
Landlord will pay all costs on Tenant’s behalf and all such costs shall then be amortized
and recouped by Landlord as Additional Rent to be paid by Tenant, as set forth in the
next sentence. Should Tenant desire to amortize the cost of all leasehold improvements,
the total amount owing by Tenant, with interest at a rate of seven percent (7%) per
annum, will be amortized over the Term of the Lease and be payable monthly by Tenant to
Landlord as Additional Rent. Landlord will provide Tenant with an amortization schedule
for the cost of all leasehold improvements to be paid monthly to Landlord as Additional
Rent.















 









 











HOVDE BUILDING

FIFTH AMENDMENT TO LEASE



This Fifth Amendment to Lease, entered into this 22nd day of January, 2009, between Hovde
Building, LLC, a Wisconsin limited liability company, hereinafter referred to as “Landlord” and
Great Wolf Resorts, Inc., a Delaware Corporation, hereinafter referred to as “Tenant”.




WITNESSETH



WHEREAS, Landlord and Nevac Group Ltd. (“Nevac”) have previously entered into a certain lease,
dated September 1, 1997 (the “Original Lease”), for a lease term that commenced on March 1, 1998,
and a First Amendment to Lease, dated July 2, 2002;



WHEREAS, Nevac assigned its interest in and to the Original Lease and said First Amendment to The
Great Lakes Companies, Inc. (“GLC”);



WHEREAS, Landlord and GLC entered into a Second Amendment to Lease, dated February 12, 2004, a
Third Amendment to Lease, dated April 23, 2004, and a Fourth Amendment to Lease, dated August
11th, 2004, for a leased premises of 13,824 rentable square feet, consisting of the
entire 5th floor and the entire 6th floor (the “Premises”) in the Hovde
Building (the “Building”) located at 122 West Washington Avenue, Madison, Wisconsin;



WHEREAS, GLC assigned its interest in and to the Original Lease, as subsequently amended, to
Tenant; and



WHEREAS, Landlord and Tenant desire to modify and amend certain terms, covenants and conditions of
the Original Lease and the subsequent amendments to allow for extension of the Termination Date,
as more fully set forth in this Fifth Amendment to Lease. The Original Lease, the First Amendment
to Lease, the Second Amendment to Lease, the Third Amendment to Lease, the Fourth Amendment to
Lease and this Fifth Amendment to Lease are hereinafter collectively referred to as the “Lease”.



NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for such
other good and valuable considerations, the receipt and sufficiency of which are expressly
acknowledged, the parties agree as follows:





	1.	 	Tenant. Landlord consents to the assignment of the lease from GLC to Tenant and the
term “Tenant” as used in the Lease is hereby changed from “The Great Lakes Companies, Inc.” to
“Great Wolf Resorts, Inc.”.






	2.	 	Article 1.1 — Premises. The “Relocation Premises”, as described in the Fourth
Amendment to Lease shall simply be referred to as the “Premises”.










 









 












	3.	 	Article 1.3 — Termination Date. The Termination Date under the Lease shall be
extended to September 30, 2010.






	4.	 	Article 1.13 — Option to Extend. Delete in its entirety and replace with the
following: “Tenant shall have an option to extend the Termination Date (as extended under item
3 above) by six (6) months to March 31, 2011. Tenant must provide written notice not later
than March 31, 2010 of Tenant’s intention to exercise its “Option to Extend”, or to terminate
this Lease upon expiration of the Term.





5. Article 1.14 — Required Leasehold Improvements. Delete in its entirety.




	6.	 	Article 1.5 — Annual Base Rent: Effective as of October 1, 2009, Annual Base Rent
shall be $248,832.00 ($18.00 per rentable square foot per year).






	7.	 	Article 1.6 Monthly — Base Rent. Effective as of October 1, 2009, Monthly Base Rent
shall be $20,736.00.






	8.	 	Article 4 — Base Rent. Effective as of October 1, 2009, delete in its entirety and
replace with the following, “Tenant shall pay the Annual Base Rent to Landlord in equal
Monthly Base Rent installments of $20,736.00, each such installment to be due and payable in
advance on the first day of every calendar month during the Term. If the Commencement Date is
a day other than the first calendar month or the Termination Date is a day other than the last
day of a calendar month, the Monthly Base Rent for each day of such fractional month shall be
prorated on the basis of 1/30th of the Monthly Base Rent for each day of such
fractional month. Monthly Base Rent is subject to adjustment as provided in Article 5.1 of
the Lease, with a corresponding adjustment in Annual Base Rent.”






	9.	 	Article 5.2 — Monthly Electrical Service Charge. Thru September 30, 2009, Tenant will
only be responsible for the electricity charges for maintaining desired temperatures and
operating equipment in its computer server room or other specialized equipment room(s), as
reasonably determined by Landlord.. Effective as of October 1, 2009, Tenant shall be solely
responsible for and shall pay when due, all charges for electricity for the Premises.
Effective as of October 1, 2009, the electric service metered by the existing electrical
meters for the Premises shall be transferred from the Landlord and assumed by and billed to
Tenant directly by the provider of the service.






	10.	 	Article 19 — Electrical Service. Delete and replace with the following: “Tenant
hereby acknowledges that Landlord has provided adequate electrical capacity for general office
use of




 









 






	 	 	the Premises. Tenant further acknowledges that electrical service on its sub-panel serving the
5th floor data room is currently at full capacity. Landlord shall not be liable to
Tenant, and Tenant hereby waives all claims against Landlord, for any business disruption or
any loss of or damage to data or property in or about the Premises, related to Tenant’s use of
the electrical service in the 5th floor data room. Installation and maintenance of
additional electrical service in or to the Premises will be at Tenant’s sole cost and is
subject to Landlord approval pursuant to Section 21 of the Lease.”




If there are any conflicts or inconsistencies between the provisions, covenants, terms or
conditions set forth in this Fifth Amendment and any provisions, covenants, terms or conditions
set forth in the Original Lease or any subsequent amendments thereto, then this Fifth Amendment to
Lease shall control. Any capitalized term used in the Fifth Amendment to Lease and not defined in
this Fifth Amendment to Lease shall have the meaning provided in the Original Lease or subsequent
amendments thereto.



Except as specifically amended in this Fifth Amendment to Lease, all other terms and conditions of
the Original Lease and all amendments hereto shall remain in full force and effect.




     IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to Lease this
22nd day of January, 2009.



TENANT:

GREAT WOLF RESORTS, INC.




	 	 	 	 	 
	By:

	 	/s/ J. Michael Schroeder	 	 
	Name:

	 	 

J. Michael Schroeder
	 	 
	Title:

	 	Corporate Secretary	 	 






LANDLORD:

HOVDE BUILDING, LLC




	 	 	 
	/s/ Janine K. Punzel
	 	 
	 

Janine K. Punzel, Vice President

	 	 
	Hovde Realty, Inc., Agent