EXHIBIT 10.1


 


JAYTEE PROPERTIES II SPE, LLC


 


AND


 


REPUBLIC BANK & TRUST
COMPANY


 


 


REPUBLIC PLAZA LEASE


7TH STREET


 


 


LOUISVILLE,
KENTUCKY


 

















 


REPUBLIC PLAZA


LOUISVILLE, KENTUCKY


 


INDEX TO LEASE


 


	
  Article

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  Premises

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  Term

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  Rent

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
   

  	
  Use and Naming Rights

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
   

  	
  Possession

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
   

  	
  Services to be Provided

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
   

  	
  Maintenance and Repair; Alterations

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  VIII.

  	
   

  	
  Access

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
   

  	
  Damage or Destruction

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
   

  	
  Indemnity

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  XI.

  	
   

  	
  Remedies

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  XII.

  	
   

  	
  Insurance

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  XIIII.

  	
   

  	
  Liens

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  XIV.

  	
   

  	
  Assignment; Subletting; Mortgaging

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  XV.

  	
   

  	
  Estoppel Certificate

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  XVI.

  	
   

  	
  Taxes

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  XVII.

  	
   

  	
  Priority of Lease

  	
  11

  



 

















 


	
  Article

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  XIII.

  	
   

  	
  Fixtures and Personal Property; Surrender

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  XIX.

  	
   

  	
  Hold over Tenancy

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  XX.

  	
   

  	
  Waiver of Subrogation

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  XXI.

  	
   

  	
  Notices

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  XXII.

  	
   

  	
  Rights Reserved by Landlord

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  XXIII.

  	
   

  	
  Condemnation

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  XXIV.

  	
   

  	
  Miscellaneous Provisions

  	
  13

  



 

















 


OFFICE
LEASE


 


THIS
OFFICE LEASE (this “Lease”), dated effective this 27 day of June, 2008, is
between JAYTEE PROPERTIES II SPE, LLC, a
Kentucky chartered limited liability company, hereinafter referred to as “Landlord”
and REPUBLIC BANK & TRUST COMPANY,
a Kentucky chartered commercial bank, hereinafter referred to as the “Tenant”.
As parties hereto, Landlord and Tenant agree:


 


ARTICLE I. 
PREMISES


 


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


 


Phase
1 of the Premises shall be comprised of approximately 30,000 rentable square
feet of rentable office space located on the entirety of the fourth and sixth
floors in Republic Plaza, formerly the Legal Arts Building, (the “Building”)
located at 200 South Seventh Street in Louisville, Kentucky 40202. Phase 2 of
the Premises shall be comprised of approximately 15,000 rentable square feet of
rentable office space located on the entirety of the second floor in the
Building.


 


SECTION 2.  The Premises shall
be provided in “as is” condition, but subject to and contingent upon $200,000
in Tenant improvements to be made per floor in the Building, up to three total
floors, to be paid by Landlord, said improvements to be completed prior to the
Phase 1 Lease Commencement Date or Phase 2 Commencement Date, as applicable.
Tenant will be responsible, unless Landlord elects otherwise, for all
additional cost of Tenant improvements exceeding $200,000 per floor. Tenant
acknowledges it has examined the Premises and agrees to accept the Premises
subject to the completion of Tenant improvement provisions and Landlord
otherwise having the Premises ready for Tenant’s occupancy.


 


SECTION 3.  This Lease
confers no rights with respect to the Building other than tenancy of the
Premises and the non-exclusive license to use, during such tenancy, the
following facilities provided by Landlord: (i) restroom facilities on the
floor which the Premises are located (and such other restroom facilities
located elsewhere in the Building as may be designated by Landlord for the
general use of tenants); and (ii) the public entrances to, and main floor
lobby in, the Building; and (iii) the passenger elevators and stairwells
serving the Building.


 


ARTICLE II. 
TERM


 


Landlord
leases Phase 1 of the Premises to Tenant, and Tenant hires and takes the
Premises from Landlord, for a term of ten (10) Lease Years for Phase 1
(the “Phase 1 Term”) , commencing on the first day of October 2008, or
such later reasonable date the space is substantially completed and ready for
occupancy (the “Phase 1 Lease Commencement Date”) and expiring at midnight on
the last


 


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day of the one hundred and
twentieth month thereafter unless sooner terminated pursuant to the terms
hereof.


 


Landlord
leases Phase 2 of the Premises to Tenant, and Tenant hires and takes the
Premises from Landlord, for a term of ten (10) Lease Years for Phase 2
(the “Phase 2 Term”), commencing on the first day of January 2009, or such
later reasonable date the space is substantially completed and ready for
occupancy, (the “Phase 2 Lease Commencement Date”) and expiring at midnight on
the last day of the one hundred and twentieth month thereafter unless sooner
terminated pursuant to the terms hereof.


 


“Lease
Year” shall mean a year period beginning on the first day of a month, which is
the first calendar month of the term of the Lease and ending on the day before
the anniversary of the first day of such year.


 


ARTICLE III. 
RENT


 


SECTION 1. Tenant shall pay to Landlord, at Landlord’s office in
the Building or at such place as Landlord may from time to time designate,
effective as of the Phase 1 Lease Commencement Date or Phase 2
Commencement Date, as applicable, as Base Rent for the Premises, the sum of Eighteen
Dollars and no cents ($18.00) per square foot, said number of rentable square
feet as set forth in Article 1 above, per year (the “Base Rent”) through
the first five years of the Phase 1 Term and the Phase 2 Term,
respectively.  Base rent shall be paid
monthly.  For the second five years of
the Phase 1 Term and the Phase 2 Term, respectively, the Base Rent shall be
increased by a rent adjustment proportionate with the increase in the Consumer
Price Index, all urban consumers over the initial 5 year portion of the Phase 1
Term and the Phase 2 Term, respectively.  Rent shall be
payable in advance on the first day of each calendar month during the Phase 1
Term and the Phase 2 Term, respectively.


 


SECTION 2.  In the event
that the Rent, or any other sum payable by Tenant to Landlord under this lease,
shall not be received (paid) within ten (10) days of the due date thereof,
Landlord may, at its option, add a monthly service charge, at a rate which
shall be the greater of $25.00 or 1% for each month or fraction thereof from
such rent due date during which such Rent or other sum remains unpaid. Further,
in the event that any check which has been remitted to Landlord by Tenant for
payment of the Rent, or any other sum payable under this Lease, shall not be honored
upon its presentation for payment, then the monthly service charge shall be
similarly imposed on said amount from the due date until paid. Acceptance by
the Landlord for such service charge shall not be deemed to be a waiver by
Landlord of any default nor shall it restrict the remedies otherwise available
to Landlord hereunder.


 


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ARTICLE IV. 
USE AND NAMING RIGHTS


 


SECTION 1. The Premises
are to be used only for the purpose of conducting therein the operation of a
Bank and any and all related or permitted services for a bank and for no other
business or purpose without the prior written consent of Landlord. Tenant shall
not do or permit to be done in or about the Premises anything which is illegal
or unlawful; or which is of a hazardous or dangerous nature; or which will
increase the rate(s) of insurance upon the Building. Tenant shall (and
shall cause its employees to) observe the rules and regulations set forth
in Exhibit A attached hereto
and made a part hereof, as the same may be amended by Landlord from time to
time, and Tenant shall comply with all governmental laws and ordinances and all
regulations applicable to the use and occupancy of the Building.


 


Tenant
shall not undertake any trade or business, other than those purely incidental
to the business of banking, including (a) the rental of Residential Rental
Property (as defined below); (b) any trade or business consisting
predominantly of the development or holding of intangibles for sale or license;
(c) any trade or business consisting of the operation of any private or
commercial golf course, country club, massage parlor, hot tub facility, suntan
facility, racetrack or other facility used for gambling, or any store the
principal business of which is the sale of alcoholic beverages for consumption
off premises; (d) any trade or business the principal activity of which is
farming within the meaning of Section 2032A(e)(5)(A); or (e) any
other trade, business or activity prohibited to be carried on by any amendment
to Section 45D of the Internal Revenue Code of 1986, as amended (the “Code”)
and the means any proposed, temporary and/or final regulations promulgated
under the Code, and any other guidance published by the Internal Revenue
Service.


 


For
purposes of the above requirement, the term “Residential Rental Property” shall
have the meaning given in Section 168(e)(2) of the Code, and includes any
building or structure if eighty percent (80%) or more of the gross rental
income from such building or structure for the taxable year is rental income
from “dwelling units.”  For such purpose,
a “dwelling unit” means a house or apartment used to provide living
accommodations in a building or structure, but does not include a unit in a
hotel, motel, or other establishment more than one half (1/2) of the units in
which are used on a transient basis.  If
any portion of the building or structure is occupied by the taxpayer, the gross
rental income for such building or structure includes the rental value of the portion
so occupied.


 


SECTION 2.
Tenant, subject to the approval of Landlord, which approval shall not
be unreasonably withheld, shall have the exclusive right to place Tenant’s name
on the Building in such manner and form as to be in compliance with all ordinances
and at the sole expense of Tenant.


 


ARTICLE V. 
POSSESSION


 


Landlord permits Tenant to
enter into possession of the Premises on the Phase 1 Lease Commencement Date or
Phase 2 Commencement Date, as applicable. By Tenant’s taking of possession of
the Premises, Tenant acknowledges that the Premises are in good and tenantable
condition and acceptable for Tenant’s use thereof as provided in this Lease.


 


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


 


ARTICLE VI. 
SERVICES TO BE PROVIDED


 


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


 


ARTICLE VII. 
MAINTENANCE AND REPAIR; ALTERATIONS


 


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


 


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SECTION 2.  All
maintenance, repairs, or replacements relating to the Premises that are not the
obligation of Landlord as set forth in Section 1 above, shall be the
obligation of Tenant and shall be made by Tenant at Tenant’s sole cost and
expense.  Tenant shall maintain, at its
expense, the interior of the Premises in good repair and in a clean and
attractive condition.  Tenant’s
obligation to maintain, repair and replace includes, but is not limited to, all
the interior finishes of the Premises. 
In the event Tenant fails to comply with the requirements of this
Section, Landlord may effect such maintenance and repair and the cost thereof,
with interest at the rate of 12.0% per annum, shall be payable immediately to
Landlord as additional rent.


 


SECTION 3.  Tenant shall
not make any alterations, additions or improvements to the Premises without
first obtaining Landlord’s prior written consent. In connection with any such
request for Landlord’s consent to such alterations, additions or improvements
to the Premises, Landlord may retain the services of an architect and/or
engineer; and the reasonable costs for the services of such architect and/or
engineer shall be reimbursed to Landlord by Tenant. Landlord may make any
repairs for the preservation, safety or improvement of the Premises or the
Building. All alterations, and improvements made by Tenant shall become the
property of Landlord upon making thereof and shall be surrendered to Landlord
upon the expiration of this Lease.


 


ARTICLE VIII. 
ACCESS


 


Landlord
and its agents shall have the right to enter into and upon the Premises at all
reasonable times with reasonable notice for the purpose of inspecting,
cleaning, repairing, altering or improving the Premises or the Building with
the exception of an emergency situation. Landlord shall have the right to show
the Premises to prospective tenants during the ninety (90) day period prior to
the expiration of the Phase 1 Term or the Phase 2 Term, as applicable, and
shall have the right at all reasonable times to show the Premises to
prospective purchasers of and lenders upon the Building. Any damage or loss
caused to the Premises and/or to the Tenant by any use of or access to the
Premises by Landlord shall be repaired by Landlord at Landlord’s expense.


 


ARTICLE IX. 
DAMAGE OR DESTRUCTION


 


SECTION 1.  If the Premises
is damaged or destroyed, in whole or in substantial part, and Section 2 of
this Article does not apply, then Landlord may elect to terminate this
Lease as of the date of the damage or destruction by notice given to Tenant in
writing not more than twenty (20) days following the date of damage or
destruction. If Landlord does not elect to terminate, Landlord shall, at
Landlord’s expense, proceed to restore the property to substantially the same
form, condition and quality as prior to the damage or destruction. If Landlord
elects to rebuild and repair, Landlord shall proceed as soon as reasonably
possible and thereafter shall proceed without interruption and be completed
within one hundred-eighty (180) days after notice has been given of Landlord’s
intent to rebuild and repair, except for work stoppages on account of
labor disputes and matters not under the control of the Landlord. During such
period of repair or restoration, the Rent shall be abated in the same
proportion as the untenantable portion of the Premises bears to the entire
Premises identified in Section 1 of Article I of this Lease.


 


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


 


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


 


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


 


ARTICLE X. 
INDEMNITY


 


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


 


ARTICLE XI. 
REMEDIES


 


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


 


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The
liability of Tenant for the Rent, and other payments provided for herein shall
not be extinguished for the balance of the Phase 1 Term or the Phase 2 Term, as
applicable, and Tenant shall make good to Landlord any deficiency arising from
such reletting of the Premises, plus the costs and expenses of renovating,
altering and reletting the Premises, and including attorneys’ fees or brokers’
fees incident to Landlord’s reentry or reletting. Tenant shall pay any such
deficiency each month, as the amount thereof is ascertained by Landlord, or, at
Landlord’s option, Landlord may recover, in addition to any other sums, the
amount at the time of judgment by which the unpaid Rent, and other payments for
the balance of the term, after judgment, exceeds the amount thereof which
Tenant proves could be reasonably avoided, discounted at the rate of 7%. In
reletting the Premises, Landlord may grant rent concessions and Tenant shall
not be credited therefor. Nothing herein shall be deemed to affect the right of
Landlord to recover for indemnification under Article X herein arising
prior to the termination of this Lease.


 


SECTION 2.  Landlord shall
in no event be in default in the performance of any of its obligations in this
Lease contained unless and until Landlord shall have failed to perform such
obligation within thirty (30) days, or such additional time as is reasonably
required to correct any such default after notice by Tenant to Landlord
properly specifying wherein Landlord has failed of perform any such
obligation.  In the event of a default by
Landlord, Tenant shall be entitled to recover its actual costs, including
reasonable attorney fees, to cure any default, but Landlord’s default shall not
provide for the abatement of Rent or the remedy of termination of this Lease by
Tenant except as otherwise specifically provided for in this Lease.


 


ARTICLE XII. 
INSURANCE


 


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


 


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


 


B.                                     Tenant
Improvements.  Insurance
covering all of the lease-hold improvements, (excepting only the structural
components of the Building and demising partitions), and Tenant’s trade
fixtures, and personal property from time to time in and/or upon the Premises,
in an amount of not less than the full replacement cost thereof without
deduction for depreciation, providing protection against any peril included
within the classification “Fire and Extended Coverage”, together with insurance
against sprinkler damage, vandalism and malicious mischief. Any policy proceeds
shall be


 


7

















 


used
for the repair or replacement of the property damaged or destroyed unless this
Lease shall cease and terminate under the applicable provisions herein. If the
Premises shall not be repaired or restored following damage or destruction in
accordance with other provisions herein, Landlord shall received from such
insurance proceeds and amount equal to the replacement cost of the Tenant’s
leasehold improvements.


 


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


 


D.                                    Additional
Insured. Tenant shall cause Landlord and Community Ventures Investment IV,
LLC, a Kentucky limited liability company to be listed as additional insured
under the aforementioned Tenant insurance policies.


 


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


 


SECTION 3.  Tenant agrees
to pay to Landlord forthwith upon demand the amount of any increase in premiums
for insurance against loss by fire that may be charged during the term of this
Lease on the amount of insurance maintained in force by Landlord on the
Building, of which the Premises are a part, resulting from Tenant doing any act
in or about said Premises which does so increase the insurance rates, whether
or not Landlord shall have consented to such act on the part of Tenant. If
Tenant installs upon the Premises any electrical equipment which constitutes an
overload on the electrical lines of the Premises, Tenant shall at its own
expense make whatever changes are necessary to comply with the requirements of
the insurance underwriters any governmental authority having jurisdiction thereover,
but nothing herein contained shall be deemed to constitute Landlord’s consent
to such overloading.


 


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ARTICLE XIII. 
LIENS


 


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


 


ARTICLE XIV. 
ASSIGNMENT; SUBLETTING; MORTGAGING


 


SECTION 1.  Tenant shall
not voluntarily, involuntarily or by operation of law assign, transfer,
mortgage or otherwise encumber all or any part of Tenant’s interest in this
Lease, or sublet the Premises or any part thereof, without first obtaining in
each and every instance Landlord’s prior written consent. Subject to the
foregoing, Tenant shall not assign, transfer or sublet the Premises, or any
part thereof, at a rent to Assignee, Transferee or Sublessee, greater than $19
per square foot. Any transfer of this Lease by merger, consolidation, or
liquidation, or any change in the ownership of, or power to vote the majority
of its outstanding voting stock resulting in a change in ownership of more than
50% of the total issued and outstanding shares of Tenant shall constitute an
assignment for the purposes of the paragraph. If consent is once given by
Landlord to any such assignment or subletting, such consent shall not operate
as a waiver of the necessity for obtaining Landlord’s consent to any subsequent
assignment or subletting. Any legal costs incurred by Landlord related to such
assignment or subletting shall be paid by Tenant to Landlord upon demand.
Tenant shall provide Landlord with executed copies of any Assignment. Transfer
or Sublease Agreement entered into as provided herein.


 


ARTICLE XV. 
ESTOPPEL CERTIFICATE


 


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


 


ARTICLE XVI. 
TAXES


 


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


 


9

















 


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


 


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


 


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


 


10
















 


ARTICLE XVII. 
PRIORITY OF LEASE


 


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


 


ARTICLE XVIII. 
FIXTURES AND PERSONAL PROPERTY; SURRENDER


 


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


 


                SECTION 2.  All fixtures, furniture, movable partitions, machinery, equipment and
other movable personal property installed or placed in said Premises at the
cost of or by Tenant shall at all times remain, be considered and treated as
the personal property of Tenant and in no sense part of the real estate, and
Tenant shall have the right at any time during the term of this Lease and any
extension thereof, or within a period of ten (10) days after any
termination hereof to remove the same or any part thereof from said Premises,
provided, however, that upon the removal of any such personal property, Tenant
agrees to restore the area from which the same has been removed to
substantially the same condition as it was prior to the installation thereof
and to the extent necessary to keep Premises in a leasable and usable condition
for future tenants. If Tenant fails to remove any such personal property, Landlord may at Landlord’s
option retain all or any of such property and title thereto shall thereupon
vest in Landlord, Landlord may remove from the Premises and dispose of in any
manner all or any of such property, in which latter event Tenant shall, upon
demand, pay to Landlord the actual expense of such removal and disposition, and
the cost of repair of any and all damage to the Premises resulting from or
caused by such removal.


 


11

















 


ARTICLE XIX.  HOLD
OVER TENANCY


 


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


 


ARTICLE XX. 
WAIVER OF SUBROGATION


 


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


 


ARTICLE XXI.  NOTICES


 


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


 


	
  To Landlord:

  	
   

  	
  JAYTEE
  PROPERTIES II SPE, LLC

  
	
   

  	
   

  	
  Republic
  Corporate Center

  
	
   

  	
   

  	
  Louisville,
  Kentucky 40202-2700

  
	
   

  	
   

  	
  Attention:
  Mr. Steve Trager

  
	
   

  	
   

  	
   

  
	
  To Tenant:

  	
   

  	
  At
  the Premises

  



 


                Any party or
non-party above may change such address by written notice by certified or
registered mail to the other parties and non-parties.


 


ARTICLE XXII.  RIGHTS
RESERVED BY LANDLORD


 


                SECTION 1.  Landlord shall have the sole and exclusive right to designate (and from
time to time, in its discretion, re-designate) the name, address, number and/or
designation of the Building.


 


12

















 


ARTICLE XXIII. 
CONDEMNATION


 


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


 


ARTICLE XXIV. 
MISCELLANEOUS PROVISIONS


 


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


 


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


 


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


 


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


 


                SECTION 5.  The various rights, options, elections, powers, and remedies contained
in this Lease shall be construed as cumulative and no one of them shall be
exclusive of any of the others, or of any other legal or equitable remedy which
either party might otherwise have in the event of breach or default in the
terms thereof, and the exercise of one right or remedy by such party shall not
impair its right to any other right or remedy until all obligations upon the
other party have been fully performed.


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


                SECTION 12.  This Lease contains all covenants and agreements between Landlord and
Tenant relating in any manner to the rental, use and occupancy of the Premises
and Tenant’s licensed use of the Building and other matters set forth in this
Lease. No prior agreement or understanding pertaining to the same shall be
valid or of any force or effect, and the covenants and agreements of this Lease
cannot be altered, changed, modified or added to except in writing signed by
Landlord and Tenant. No representation, inducement, understanding or anything
of any nature whatsoever made, stated or


 


14

















 


represented on Landlord’s behalf, either orally or in writing (except
this Lease) has induced Tenant to enter into this Lease.


 


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


 


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


 


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


 


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


 


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


 


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


 


                SECTION 19. 
Tenant shall have the right to lease an additional ten
thousand (10,000) square feet from Landlord in the Building, upon 180 days
prior written notice to Landlord and subject to space availability, the term of
said 10,000 square feet of additional leased space (“Phase 3”) to be
co-terminous with the term and rent to be same as the leased Phase 2 space.


 


                SECTION 20.  The
parties agree that a Memorandum of Lease, the form of which is attached hereto
as Exhibit B, shall be recorded to record with the County Clerk in
Jefferson County, Kentucky.


 


(SIGNATURE
PAGE FOLLOWS)


 


15

















 


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


 


 


	
  ATTEST:

  	
   

  	
   

  	
  JAYTEE PROPERTIES II SPE, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Lori Banet

  	
   

  	
  BY:

  	
  /s/
  Steve Trager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
  REPUBLIC BANK & TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Brain
  McIntosh

  	
   

  	
  BY:

  	
  /s/ Kevin
  Sipes

  	
   

  



 

















 


EXHIBIT A


RULES AND REGULATIONS


 


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


 


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


 


3.             Upon termination of this Lease, Tenant shall
surrender all keys to the Premises and the Building.


 


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


 


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


 


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


 

















 


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


 


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


 


9.             Canvassing and peddling in the Building is
prohibited and Tenant shall cooperate to prevent such activity unless approved
by Landlord.


 


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


 

















 


EXHIBIT B


MEMORANDUM OF LEASE


 


MEMORANDUM OF LEASE


 


This MEMORANDUM is made and entered into on June 27, 2008 by and
between


 


Jaytee Properties II SPE, LLC             ,


a Kentucky chartered limited liability company,


hereinafter referred to as “Landlord”


 


 (“Lessor”)


 


and


 


Republic Bank & Trust Company,


a Kentucky chartered commercial bank, hereinafter


referred to as the “Tenant.”


 


 (“Lessee”).


 


RECITALS


 


A.            Lessor and Lessee entered into a
Lease Agreement dated June 27, 2008 which is incorporated herein by
reference (the “Lease”), whereby Lessor leased to Lessee and Lessee leased from
Lessor floors 2, 4 and 6 the real property located at 200 South Seventh Street
in Louisville, Kentucky County, Jefferson, as more particularly described on
EXHIBIT A attached hereto and made a part hereof, together with all
improvements, now or hereafter located thereon and therein, and all easements,
rights, licenses and appurtenances used in connection therewith or belonging
thereto, including use of common areas, now known as Republic Plaza
(collectively, the “Premises”).


 


                                Phase
1 of the leased Premises shall be comprised of approximately 30,000 rentable
square feet of rentable office space located on the entirety of the fourth and
sixth floors in Republic Plaza.  Phase 2
of the Premises shall be comprised of approximately 15,000 rentable square feet
of rentable office space located on the entirety of the second floor in the
Building.


 


B.            Lessor and Lessee desire to put to
public record this Memorandum of Lease evidencing the existence of the Lease.


 


                NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Lessor and Lessee agree as follows:


 

















 


TERMS AND CONDITIONS


 


1.             Lessor leases to Lessee and Lessee
leases from Lessor the Premises.


 


2.             The base term of the Lease is for a
period of ten (10) Lease Years for Phase 1, comprising floors four and
six, commencing on the first day of October, 2008, or such later reasonable
date the space is substantially completed and ready for occupancy (the “Phase 1
Lease Commencement Date”) and expiring at midnight on the last day of the one
hundred and twentieth month thereafter unless sooner terminated pursuant to the
terms hereof.


 


                                The
base term of the Lease is for a period of ten (10) Lease Years for Phase
2, comprising floor two, commencing on the first day of January 2009, or
such later reasonable date the space is substantially completed and ready for
occupancy, (the “Phase 2 Lease Commencement Date”) and expiring at midnight on
the last day of the one hundred and twentieth month thereafter unless sooner
terminated pursuant to the terms hereof.


 


3.             Lessee also is granted a right of
first refusal to lease additional space at Republic Plaza pursuant to the terms
of the Lease.


 


4.             The sole purpose of this Memorandum
of Lease is to give notice of the Lease and all of its terms, covenants and
conditions to the same extent as if the Lease was fully set forth herein.


 


5.             The terms, covenants and conditions
contained in this Memorandum of Lease shall be binding upon, and shall inure to
the benefit of, the parties hereto, their respective heirs, legal
representatives, successors and assigns.


 


                IN WITNESS
WHEREOF, Lessor and Lessee, acting by and through their duly authorized
representatives, duly executed this Memorandum of Lease as of the date first
set forth above, but actually on the dates set forth below.


 


 


	
   

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jaytee
  Properties II SPE, LLC,

  
	
   

  	
   

  	
  a
  Kentucky Chartered limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By
  

  	
  /s/
  Steve Trager

  
	
   

  	
   

  	
   

  	
   Steve
  Trager,

  
	
   

  	
   

  	
   

  	
   General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:
  

  	
  6-26-08

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LESSEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Republic
  Bank & Trust Company,

  
	
   

  	
   

  	
  a
  Kentucky chartered commercial bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By
  

  	
    /s/
  Kevin Sipes

  
	
   

  	
   

  	
   

  	
  Kevin
  Sipes

  
	
   

  	
   

  	
   

  	
  EVP &
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:
  

  	
  6-27-08

  
							



 

















 


COMMONWEALTH OF KENTUCKY)


 


) SS


 


COUNTY OF Jefferson       )


 


The foregoing Memorandum was acknowledged before me on 6-26-08 by Steve
Trager as General Partner of Jaytee Properties II SPE, LLC, a Kentucky
Chartered limited liability company.


 


 


	
   

  	
  /s/
  Jan A. Hyland

  
	
   

  	
  Notary
  Public (STATE AT LARGE)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My
  Commission Expires: 

  	
  02-14-2011

  



 


COMMONWEALTH OF KENTUCKY)


 


) SS


 


COUNTY OF Jefferson       )


 


The foregoing Memorandum was acknowledged before me on 6-27-08 by Kevin
Sipes as EVP & CFO of Republic Bank & Trust Company, a
Kentucky chartered commercial bank.


 


 


	
   

  	
  /s/
  Jan A. Hyland

  
	
   

  	
  Notary
  Public (STATE AT LARGE)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My
  Commission Expires: 

  	
  02-14-2011

  



 

















 


EXHIBIT A


 


Legal Description of the Premises


 


Comprised of floors two, four and six of the Republic
Plaza f/k/a the Legal Arts Building, all of said Building encompassing in part,
the Premises under Lease, beginning at the intersection of the South line of
Market Street with the West line of Seventh Street; thence with said line of
Seventh Street, South 7 degrees 48 minutes 01 seconds West 200 feet to the
North line of an alley; thence with same North 81 degrees 59 minutes 39 seconds
West 230.16 feet; thence North 7 degrees 48 minutes 01 seconds East 200 feet to
the South line of Market Street; thence with same South 81 degrees 59 minutes
39 seconds East 230.16 feet to the point of beginning.


 


Being that applicable part the same property acquired
by WHITTINGTON REALTY PARTNERS, LLC, by Deed dated March 30, 2005, of
record in Deed Book 8603, Page 721, in the Office of the Clerk of
Jefferson County, Kentucky.


 


Parcel ID Number 03014D01950000