EXHIBIT
10.41


 


SPRINGHURST
GROUND LEASE


 


THIS GROUND LEASE, dated
this 17th day of January, 2008, is between The Jaytee Properties Limited
Partnership, a Kentucky limited partnership, hereinafter referred to as
“Landlord” and Republic Bank & Trust Company, a Kentucky corporation,
hereinafter referred to as the “Tenant”. As parties hereto, Landlord and Tenant
agree as follows:


 


RECITALS


 


A.                                   Landlord
is the owner in fee simple of the land described in this Lease.


 


B.                                     Landlord
desires to lease said land to Tenant, and Tenant desires to lease said land
from Landlord, pursuant to the terms, covenants and conditions set forth
herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Landlord and Tenant covenant and agree as follows:


 


TERMS AND
CONDITIONS


 


SECTION 1. Definitions.
As used in this Lease, the following terms and phrases shall have the following
meanings:


 


(a)                                  “Commencement
Date” shall be January 17, 2008.


 


(b)                                 “Demised
Premises” shall mean all that certain tract of land, consisting of
approximately 2.0 acres, located at 9600 Brownsboro Road, Louisville, KY, as
more particularly described on EXHIBIT A attached hereto and made a part
hereof, together with any and all improvements, appurtenances, rights,
privileges and easements benefiting, belonging or pertaining thereto, and any
right, title and interest of Landlord in and to any land lying in the bed of
any street, road or highway (open or proposed) to the center line thereof, in
front of or adjoining said tract of land.


 


(c)                                  “Hazardous
Substances” shall mean any and all hazardous substances, toxic materials,
pollutants, contaminants, hazardous or toxic wastes as defined in any federal,
state, county or municipal law, rule, regulation or ordinance, including,
without limitation, asbestos.


 


(d)                                 “Improvements”
shall mean any and all landscaping, structures, driveways, sidewalks, parking
areas and other improvements constructed, erected or located on the Demised
Premises.


 


(e)                                  “Permitted
Exceptions” shall mean (i) governmental laws, ordinances and regulations
affecting the Demised Premises, (ii) liens for ad valorem real property
taxes and assessments due and payable in the year of the Commencement Date and
thereafter, and (iii) easements, restrictions and stipulations of record.


 


(f)                                    “Permitted
Use” shall mean the operation of a restaurant selling food and beverages for
on- or off-premises consumption including drive-through service.


 


(g)                                 “Plans
and Specifications” shall mean the plans and specifications for the initial
construction of the Improvements (parking lot).


 


(h)                                 “Taking
Date” shall mean the later of (i) the date that possession shall be taken
or condemned by any lawful authority, or (ii) the date on which the right
to compensation and damage accrues under the law applicable to the Demised
Premises.


 


(i)                                     “Taxes”
shall mean any and all taxes, special and general assessments, and other
governmental impositions and charges of every kind and nature whatsoever,
extraordinary as well as ordinary, and each and every installment thereof which
shall be charged, levied, laid, assessed, imposed, become due and payable, or
liens upon, for or with respect to all or any part of the Demised Premises, the
Improvements, appurtenances or equipment owned by Tenant thereon or therein or
any 


 


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part thereof, together
with all interest and penalties thereon, under or by virtue of all present or
future laws, ordinances, orders, rules and regulations of federal, state,
county and municipal governments and of all other governmental authorities
whatsoever. 


 


(j)                                     “Term”
shall mean the initial term of this Lease, which shall be for a period of fifteen
(15) years beginning on the Commencement Date and continuing until midnight on
January 16, 2023. Notwithstanding the above, Tenant may terminate this Lease,
without cause, at the end of any calendar month with 30 days prior written
notice to Landlord, at which time Landlord will pay to Tenant the prorated
value of Tenant’s improvement over the remaining 15-year term of the Lease.


 


(k)                                  “Utility
Expenses” shall mean any and all charges for water, natural gas, electricity,
sewer, drainage, telephone, cable television and other utility service
furnished to the Demised Premises during the Term.


 


SECTION 2. Demised
Premises. Landlord leases to Tenant, and Tenant leases from Landlord, the
following Demised Premises, upon and subject to the terms, covenants and
conditions contained herein as follows: 


 


Being a portion comprised
of approximately 2.0 acres of a certain real estate parcel totaling
approximately 5.33 acres located at the rear of the Republic Bank Building,
9600 Brownsboro Road in Jefferson County, Kentucky.


 


Tenant shall complete
paving/parking improvements on the approximately 2.0 acre portion of real
estate located at 9600 Brownsboro Road. 


 


SECTION 3. Term.
On the date hereof, Landlord shall be obligated to perform the terms, covenants
and conditions contained herein, for a period of fifteen years unless this
Lease is earlier terminated by Tenant, in which case Tenant at the end of any
calendar month with 30 days prior written notice to Landlord, at which time
Landlord will pay to Tenant the prorated value of Tenant’s improvement over the
remaining 15-year term of the Lease. Tenant shall be deemed to rent the Demised
Premises on a month to month basis. The Term shall commence on the Commencement
Date, at which time, Landlord and Tenant shall then become obligated to perform
all terms, covenants and conditions contained herein.


 


SECTION
4. Rent.


 


(a)                                  Annual
Rent. During the Initial Term, Tenant covenants and agrees to pay Landlord,
without offset, deduction, or previous demand, Annual Rent in the amount of
($0.00). The parking lot Improvements paid for by Tenant constitute adequate
consideration on behalf of Tenant. The cost of those Improvements is agreed to
be $276,500.00.


 


SECTION
5. Representations and Warranties. The parties represent and warrant
that:


 


(a)                                  Authority.
Landlord and Tenant possess full right, power and authority to execute, deliver
and perform this Lease, and when executed all parties having an interest in the
Demised Premises shall be lawfully bound pursuant to the terms, covenants and
conditions of this Lease. 


 


(b)                                 Fee
Simple Title. Landlord possesses and will possess on the date hereof, fee
simple title to the Demised Premises, subject only to the Permitted Exceptions,
and Landlord possesses full right and power to lease the Demised Premises to
Tenant. 


 


(c)                                  Breach
of Other Agreements. The execution and delivery of this Lease, the
consummation of the transaction provided for herein, and the fulfillment of the
terms, covenants and conditions hereof, will not result in a breach of any
term, covenant or condition of, or constitute a default under, any agreement or
instrument to which Landlord or Tenant is a party, or by which Landlord,
Tenant, or the Demised Premises is bound, including, without limitation, any
judgment, decree or order of any court or governmental body, or any applicable
law, ordinance, rule or regulation.


 


(d)                                 Eminent
Domain. No eminent domain or similar condemnation proceeding affecting all
or any part of the Demised Premises is now pending or, to the best of Landlord’s
knowledge, threatened.


 


(e)                                  Outstanding
Contract. No outstanding option to purchase, contract of sale or lease
exists with respect to all or any part of the Demised Premises, except for this
Lease.


 


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(f)                                    Litigation.
No litigation or proceeding before any commission, agency or other
administrative authority is pending or, to the best of Landlord’s knowledge,
threatened against or affecting the Demised Premises or arising out of or by
virtue of the ownership or use by Landlord of the Demised Premises. No pending
or threatened judicial, municipal or administrative proceeding exists which
affects the Demised Premises, or in which Landlord is or may be a party by
reason of the ownership or use by Landlord of all or any part of the Demised
Premises. No outstanding decree, order or award exists with respect to
Landlord, or all or any part of the Demised Premises.


 


(g)                                 Landlord
warrants that there is no easement, deed restriction, subdivision restriction
or regulation of any lawful governmental agency, authority or instrumentality
having jurisdiction over the Demised Premises exists which will adversely
affect or impair the intended use of the Demised Premises by Tenant, or
adversely affect or impair the access to or from the Demised Premises.


 


(h)                                 Landlord
warrants that the current conditional use zoning of the Demised Premises
permits the use of the Demised Premises for the Permitted Use. 


 


(i)                                     Tenant
has obtained all approvals, permits and licenses necessary to develop and
operate the Demised Premises for the intended use of Tenant. 


 


(j)                                     Tenant
has verified that the utility services currently available to the Demised
Premises, including, without limitation, electric, natural gas, telephone,
water, sanitary sewer, storm sewer, drainage and cable television, are in
capacities adequate for the intended use of the Demised Premises by Tenant and
are available by proper easement. 


 


(k)                                  Tenant
has verified that adequate access exists to the Demised Premises from and over
any and all roads, streets, lanes and highways adjacent to or adjoining the
Demised Premises.


 


(l)                                     Landlord
represents to Tenant, that to the best of Landlord’s knowledge, that
(A) the Demised Premises was not used for the storage, generation,
manufacture or disposal of any Hazardous Substance, (B) no Hazardous
Substance is or was located in, on or under the Demised Premises, and
(C) no underground storage tank is located in, on or under the Demised
Premises. 


 


(m)                               Landlord
warrants that the Demised Premises is not located in a flood hazard area as
designated by any governmental agency, authority or instrumentality.


 


SECTION 6. Zoning.
Tenant shall, at its sole cost and expense, apply for and obtain any zoning,
zoning variances, changes or consents that may be necessary for the Permitted
Use. Tenant may contest, through appropriate legal proceedings, any adverse
administrative or legislative action in connection therewith. Landlord shall
cooperate fully with Tenant to obtain such necessary zoning, zoning variances,
changes or consents, and shall execute such application forms, pleadings and
similar documents as may be required by the governmental authorities or courts
having jurisdiction over the Demised Premises. 


 


SECTION 7. No Net
Lease. It is the intention of the parties that the Landlord shall be
responsible for and that all costs, utilities, taxes and expenses and
obligations relating to the Demised Premises, except for maintenance expense,
which shall be a cost to Tenant.


 


SECTION
8. Construction of the Improvements. 


 


(a)                                  Commencement.
Tenant shall, at its sole cost and expense, begin construction of the
Improvements in accordance with the Plans and Specifications. Any material
changes to the Plans and Specifications shall require the prior written approval
of Landlord, which approval shall not be unreasonably withheld or delayed.
Construction of the Improvements shall be performed in compliance with all then
applicable codes, zoning ordinances and any other laws, rules, regulations and
ordinances of any governmental jurisdiction. 


 


(b)                                 Contractors.
In constructing the Improvements, Tenant shall require such persons or entities
to waive their right to place a lien against the interest of Landlord in the
Demised Premises and if so placed as a result of the construction of the
Improvements, Tenant shall cause same to be removed and any such lien right to
be satisfied. 


 


SECTION
9. Use of the Demised Premises. 


 


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Tenant shall use the
Demised Premises for the Permitted Use and for no other purpose, which shall be
for parking. Tenant shall not use or occupy, or permit all or any part of the
Demised Premises to be used or occupied for any unlawful or illegal business,
use or purpose, or in any manner constituting a nuisance of any kind. 


 


SECTION
10. Taxes and Utility Expenses. 


 


Payment.
During the Term, Landlord shall pay and discharge as and when the same shall
become due and payable, all Taxes and Utility Expenses. Landlord shall be
deemed to have complied with this Section 12(a) if payment of the Taxes and the
Utility Expenses are made either within any period allowed by law or by the
governmental authority imposing the same during which payment is permitted
without penalty or interest, or before the same shall become a lien on the
Demised Premises. Landlord shall, upon request, produce and exhibit to Tenant
satisfactory evidence of such payment.


 


SECTION
11. Repairs, Alterations and Replacements; Hazardous Substances. 


 


(a)                                  Tenant
to Repair and Maintain. Tenant shall, at all times during the Term and at
its sole cost and expense, keep and maintain the Improvements in good repair
and condition (ordinary wear and tear excepted) and shall use all reasonable
precaution to prevent waste or damage thereto. Landlord shall not be
required to make any repairs, additions, alterations or replacements in or to
the Demised Premises or the Improvements during the Term. 


 


(b)                                 Additions,
Alterations and Replacements. Subject to all applicable restrictions,
zoning ordinances and other governmental regulations, Tenant may, at its sole
cost and expense, and at any time and from time to time, make such repairs,
additions, alterations and replacements in and to the Improvements, as Tenant
deems desirable, subject to Landlord’s prior written approval, which approval
shall not be unreasonably withheld.


 


(c)                                  Title
to the Improvements. Title to the Improvements and any repair, addition,
alteration or replacement thereto shall remain the property of Landlord, and
Landlord alone shall be entitled to deduct all depreciation on Landlord’s
income tax returns for same. At the expiration or other termination of this
Lease, the Improvements shall become the property of Landlord, but Tenant may
remove any and all trade fixtures, equipment and other personal property of
Tenant from the Demised Premises; provided that Tenant shall, at its
sole cost and expense, repair any damage to the Demised Premises or the
Improvements caused by said removal.


 


(d)                                 Hazardous
Substances. Landlord represents and warrants that there are no Hazardous
Substances brought upon, kept, stored, generated, manufactured, disposed of, or
used in or about the Demised Premises prior to Tenant’s possession. Tenant
represents and warrants that it shall not cause or permit any Hazardous
Substance to be brought upon, kept, stored, generated, manufactured, disposed
of, or used in or about the Demised Premises by Tenant, its agents, employees,
contractors or invitees except for cleaning supplies used in the ordinary
course of business and in compliance with all applicable laws. Tenant shall be
fully liable for any and all costs and expenses related to the generation,
manufacture, use, storage or disposal of a Hazardous Substance on the Demised
Premises by Tenant, its agents, employees, contractors and invitees. Tenant
shall defend, indemnify and hold harmless Landlord and
its agents from and against any and all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses (including, without
limitation, reasonable attorney’s fees, consultants fees, court costs and
litigation expenses) of whatever kind or nature known or unknown, contingent or
otherwise, arising out of or any way related to a Hazardous Substance brought
onto the Demised Premises by Tenant.. The terms, covenants and conditions of
this Section shall be in addition to any other obligation and liability that
either party may have at law or in equity, and shall survive the expiration or
other termination of this Lease.


 


SECTION
12. Requirements of Public Authority. 


 


(a)                                  Tenant
to Comply. During the Term, Tenant shall, at its sole cost and expense,
observe and comply with all present and future laws, ordinances, orders, rules
and regulations of the federal, state, county, municipal and other governmental
authorities affecting all or any part of the Demised Premises or the
Improvements whether the same are in force at the Commencement Date or which
may in the future be passed, enacted or directed. Tenant shall pay any and all
costs, expenses, liabilities, losses, damages, fines, penalties, claims and
demands incurred by Landlord, including, without limitation, reasonable
attorney’s fees and expenses, that may in any manner arise out of or be imposed
because of the failure of Tenant to comply with this Section 14.


 


(b)                                 Right
to Contest. Tenant may contest by appropriate legal proceeding conducted in
good faith, in the name of Tenant, Landlord or both, without cost or expense to
Landlord, the validity or application of any law, ordinance, order, rule or 


 


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regulation of the nature
referred to in Section 14(a) and, if by the terms of any such law, ordinance,
order, rule or regulation, compliance therewith may legally be delayed pending
the prosecution of any such proceeding, then Tenant may delay such compliance
therewith until the final determination of such proceeding.


 


(c)                                  Assistance
by Landlord. Landlord shall execute and deliver any appropriate instruments
which may be necessary or proper to permit Tenant to contest the validity or
application of any such law, ordinance, order, rule or regulation and shall
fully cooperate with Tenant in such contest.


 


SECTION
13. Covenant Against Liens. 


 


(a)                                  Tenant’s
Discharge of Lien and Indemnity. If, because of any act or omission of
Tenant, its agents, employees, subtenants or contractors, any mechanic’s lien,
materialman’s lien or other lien, charge, claim or order for the payment of
money shall be filed against the Demised Premises, then Tenant shall, at its
sole cost and expense, cause the same to be discharged of record or bonded off
within 30 days after the date the lien, charge, claim or order is filed against
the Demised Premises. Tenant shall indemnify and save harmless Landlord against
and from any and all costs, damages, liabilities, suits, penalties, claims and
demands resulting there from, including, without limitation, reasonable
attorney’s fees and expenses, that arise as a result of Tenant’s breach of this
covenant.


 


(b)                                 Failure
by Tenant to Discharge. If Tenant fails to comply with this covenant, then
in addition to any other right or remedy available to Landlord under this Lease
or otherwise, Landlord may, at its option, discharge such lien, charge, claim
or order, in which event Tenant shall pay Landlord an amount equal to the
amount of the lien, charge, claim or order thus discharged by Landlord plus any
attorneys’ fees incurred by Landlord. 


 


(c)                                  Tenant’s
Work. It is agreed and understood that any lien, charge, claim or order for
payment arising out of work or materials in connection with the Improvements
shall solely encumber the leasehold estate of Tenant in the Demised Premises,
and upon the expiration or other termination of this Lease, said lien, charge,
claim or order shall be extinguished, without further force or effect, as to
the Demised Premises, the Improvements and Landlord.


 


SECTION
14. Access to the Demised Premises. 


 


(a)                                  By
Tenant. Tenant or its representatives may, at any reasonable time after the
date hereof, enter the Demised Premises for any purpose, including, without
limitation, making surveys, taking soil borings, inspecting the Demised
Premises and any existing improvements, and making architectural or engineering
reports and studies.


 


(b)                                 By
Landlord. Landlord, its agents and representatives may enter upon the
Demised Premises at all reasonable times, to examine, inspect or exhibit the
Demised Premises to prospective purchasers and prospective tenants.


 


SECTION 15. Assignment
and Subletting. Tenant may not assign all or any part of this Lease, or
sublease all or any part of the Demised Premises, without the consent of
Landlord, which consent shall not be unreasonably withheld. 


 


SECTION
16. Indemnity. 


 


(a)                                  By
Tenant. Tenant shall defend, indemnify and save harmless Landlord from and
against any and all liability, damage, penalty, judgment, cost and expense,
including, without limitation, reasonable attorneys’ fees and expenses, arising
from loss, damage or injury to person or property sustained by anyone on or
about the Demised Premises resulting from any act or omission of Tenant, its
agents, employees, subtenants or contractors. Tenant shall, at its sole cost
and expense, defend, indemnify and save harmless Landlord against any and all
suits or actions (just or unjust) which may be brought against Landlord or in
which Landlord may be impleaded with others upon any claim(s) related to the
Demised Premises on or after the date hereof, except as may result from an act,
omission or negligence of Landlord, its agents, employees or contractors.


 


(b)                                 By
Landlord. Landlord shall defend, indemnify and save harmless Tenant from
and against any and all liability, damage, penalty, judgment, cost and expense,
including, without limitation, reasonable attorneys’ fees and expenses, arising
from loss, damage or injury to person or property sustained by anyone on or
about the Demised Premises resulting from any act or omission of Landlord, its
agents, employees or contractors. Landlord shall, at its sole cost and expense,
defend, indemnify and save harmless Tenant against any and all suits or actions
(just or unjust) which may be brought against Tenant or in which Tenant may be
impleaded with others upon any claim(s) related to the Demised Premises prior
to the date hereof, except as may result from an act, omission or negligence of
Tenant, its agents, employees, subtenants or contractors.


 


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SECTION
17. Insurance. 


 


(a)                                  Required
of Tenant. During the Term, Tenant shall, at its sole cost and expense,
obtain and maintain or cause to be obtained and maintained in full force and
effect with an insurance company or companies licensed to do business in the
State of Kentucky: 


 


(i)                                     commercial general liability insurance in
a combined single limit of at least $1,000,000 with respect to injury or death
to any person(s) or damage to property; 


 


(ii)                                  casualty insurance with extended coverage
and other commonly used endorsements, including, without limitation,
replacement/repair cost, lightning, vandalism, malicious mischief and
earthquake, covering the Improvements, equal to the full insurable value
thereof; 


 


(iii)                               during construction of the Improvements,
adequate builders’ risk insurance, including, without limitation, workers’
compensation insurance, covering all risks normally covered by such policies; 


 


(iv)                              such other insurance as may be reasonably
determined by Landlord.


 


(b)                                 Certificates
of Insurance. Tenant shall, upon request by Landlord, deliver certificates
of insurance to Landlord at the beginning of the Term and thereafter not less
than 15 days prior to the expiration of any policy. Insurance shall be non-cancelable
without 20 days’ prior written notice to Landlord, and any certificate shall
state that the insurer will notify Landlord of cancellation at least 20 days
prior thereto. All insurance shall name Landlord as an additional insured.


 


(c)                                  Tenant’s
Blanket Policy. Any insurance may, at Tenant’s election, be carried under a
blanket policy covering the Demised Premises and any other properties of
Tenant.


 


(d)                                 Failure
by Tenant to Insure. If Tenant should fail to pay any insurance premium
required under this Section 19, then Landlord may, but shall not be obligated
to, pay such insurance premium and charge the amount of such insurance premium
to Tenant. 


 


(e)                                  Insurance
Proceeds. During the Term, all casualty insurance proceeds shall be paid to
Tenant, subject, however, to the prior rights of any Leasehold Mortgagee.


 


SECTION 18. Waiver of
Subrogation. Landlord and Tenant waive any and all claim and right of recovery
against the other and all persons claiming by, through or under them to the
extent that such claim or right of recovery is covered by insurance, and all
insurance policies carried by either party covering the Demised Premises,
including, without limitation, contents, fire and casualty insurance, shall
expressly waive any right of the insurer to proceed against the other party.


 


SECTION 19. Damage or
Destruction. 


 


(a)                                  Damage
or Destruction. If the Improvements are damaged or destroyed by fire or
other casualty, Tenant shall, at Tenant’s sole cost and expense, repair or
rebuild the Improvements. Tenant shall commence such repairs or rebuilding as
soon as reasonably possible, and Tenant shall thereafter diligently pursue the
completion of any such rebuilding or repair. Any insurance proceeds shall be
placed in an interest bearing account with a bank mutually acceptable to
Landlord, Tenant and Leasehold Mortgagee. Such insurance proceeds shall be
deposited under such conditions that they may be withdrawn to meet Tenant’s
periodic construction draws and other costs incidental to rebuilding and
repairing the Improvements; provided that such withdrawals are supported
by estimates and payment certificates of the architect supervising the
rebuilding and repairing, certifying that the amount of that construction draw
is the correct amount based upon work performed and materials stored on the
Demised Premises. Any insurance proceeds remaining after rebuilding and
repairing is completed and any interest earned on said insurance proceeds shall
be the property of and belong to Tenant.


 


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SECTION
20. Eminent Domain.


 


(a)                                  Total
or Disabling Condemnation. If during the Term all of the Demised Premises
shall be taken or condemned for a public or quasi-public purpose by any lawful
authority having the power of eminent domain, or conveyance made in lieu
thereof, or if a partial taking or condemnation of the Demised Premises by such
authority, or conveyance made in lieu thereof, renders the same “untenantable”
(as defined hereinafter), then in either event Tenant may terminate this Lease
as of the Taking Date, and will be entitled to a return of its Improvement
costs on a pro-rata basis covering the 15-year term of the Lease. 


 


(b)                                 Partial
Non-Disabling Condemnation. If during the Term the partial taking or
condemnation for a public or quasi-public purpose by any lawful authority
having the power of eminent domain, or conveyance made in lieu thereof, does
not render the Demised Premises unusable for its intended purpose, then Tenant
shall immediately commence restoration of the Demised Premises, and shall
complete same with all reasonable diligence, to a condition comparable to the
condition of the Demised Premises at the time of such taking or condemnation.
This Lease shall automatically terminate as of the Taking Date for the portion
of the Demised Premises taken or condemned and if the parking lot spaces are
reduced by a taking, the like share of the costs of the Improvements shall be
refunded by Landlord to Tenant pro-rated over the remaining term of the Lease
or until such time the parking spaces are restored.


 


(c)                                  Allocation
of Condemnation Award. If any taking or condemnation occurs in a judicial
proceeding in which specific condemnation awards are made separately to
Landlord and Tenant, then in that event such condemnation awards shall be
binding upon Landlord and Tenant, and shall limit and define the rights of each
party in and to such condemnation awards. Both Landlord and Tenant may seek a
condemnation award for their respective interests. Condemnation awards awarded
by virtue of the taking or condemnation of all or any part of the Improvements
and/or the Demised Premises, whether by consent of the parties or any judicial
proceeding, where condemnation awards are not made to Landlord and Tenant
separately, shall be divided between Landlord and Tenant giving consideration
to the value of the rights and interests of each party in and to the
Improvements and the Demised Premises. Tenant may claim and recover from such
lawful authority causing the taking or condemnation, but not from Landlord,
such compensation as may be separately awarded or recoverable by Tenant or
Tenant’s subtenants, in their own right on account of any and all damages to
Tenant’s and Tenant’s subtenants’ businesses by reason of such taking or
condemnation, and any condemnation award which may be made under federal, state
or local law for moving expenses, for the taking of personal property, or for
damages for business interruption or displacement. 


 


SECTION 21. Quiet
Enjoyment. Tenant shall, upon observing and keeping all other terms,
covenants and conditions of this Lease on its part to be kept, have quiet
possession and enjoyment of the Demised Premises during the Term.


 


SECTION
22. Events of Default. 


 


(a)                                  Events
of Default by Tenant. The following shall be deemed events of default by
Tenant hereunder:


 


(i)                                     Tenant’s
failure to perform any term, covenant or condition contained herein on Tenant’s
part to be kept or performed, and the continuance of such failure without the
curing of same for a period of 30 days after receipt by Tenant of written
notice from Landlord specifying in detail the nature of such failure to
perform; and


 


(b)                                 Time
Period to Cure. In the event that Landlord gives Tenant written notice of a
non-monetary default and Tenant cannot cure such non-monetary default within
said 30-day period, then such non-monetary default shall not be deemed to
continue as long as Tenant, after receiving such written notice, proceeds to
cure such non-monetary default as soon as reasonably possible and continues to
take all steps necessary to cure the same within a period of time which, under
all prevailing circumstances, is reasonable.


 


SECTION
23. Rights and Remedies. 


 


Of Landlord.
If Tenant does not cure its default within the applicable cure period(s), then
Landlord shall be entitled to (i) re-enter the Demised Premises and remove
all persons and property there from by any suitable action or proceeding at law
and repossess and enjoy the Demised Premises, (ii) repair, alter, or
change the Demised Premises as it deems fit, (iii) relet at any time all
or any part of the Demised Premises, (iv) terminate this Lease; provided
that such termination shall not release Tenant from any of its obligations
contained in this Lease for the balance of the Term, (v) cure the default
and assess against Tenant the cost of curing the default, or (vi) exercise any
other remedy available at law or in equity. All rights and remedies available
herein or at law or in equity shall be cumulative with each other upon the
election of Landlord. The exercise by Landlord of any right or remedy granted
in this Section 23(a) shall not relieve Tenant from the obligation to pay the
Annual Rent and any other amount 


 


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due hereunder, and to
fulfill all other terms, covenants and conditions required by this Lease, at
the time and in the manner provided herein. Tenant throughout the Term shall
pay Landlord, no later than the last day of each calendar month, the amount of
the costs due to Landlord resulting from such default by Tenant, less
the proceeds received by Landlord from reletting the Demised Premises. Any
excess rent or amounts received by Landlord over and above sums due Landlord by
Tenant from reletting the Demised Premises as a result of such default by
Tenant shall remain the sole property of Landlord.


 


(a)                                  Not
Required of Landlord. Landlord shall not be required to (i) relet the
Demised Premises, (ii) exercise any other right or remedy granted to
Landlord hereunder, or (iii) minimize the loss of Tenant as a result of
the default of Tenant. If Landlord attempts to relet the Demised Premises, then
Landlord shall be the sole judge as to whether or not a proposed tenant is
suitable and acceptable.


 


SECTION 24. Waivers.
Failure of Landlord or Tenant to complain of any act or omission on the part of
the other party, no matter how long the same may continue, shall not be deemed
to be a waiver by said party of any of its rights or remedies provided herein,
at law, in equity or by statute. No waiver by Landlord or Tenant at any time,
express or implied, of any breach of any term, covenant or condition of this
Lease shall be deemed a waiver of a breach of any other term, covenant or
condition of this Lease or a consent to any subsequent breach of the same or
any other term, covenant or condition. No cure by Landlord of any breach of any
term, covenant or condition of this Lease by Tenant shall be deemed to be a
waiver by Landlord of such breach. 


 


SECTION 25. Force
Majeure. In the event that Landlord or Tenant shall be delayed, hindered
in, or prevented from the performance of any act required hereunder by reason
of an act of God, strike, lockout, labor trouble, inability to procure
materials, failure of power, restrictive governmental law, ordinance, rule or
regulation, riot, insurrection, war, or the act, failure to act, or default of
the other party, or other reason beyond their control, then performance of such
act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equal to the period
of such delay.


 


SECTION
26. Notice. 


 


(a)                                  Delivery.
Any notice, approval or consent authorized or required by this Lease shall be
in writing and (i) delivered personally, (ii) sent postage prepaid by
certified mail or registered mail, return receipt requested, or (iii) sent
by a nationally recognized overnight carrier that guarantees next day delivery,
directed to the other party at the address set forth in this Section 26 or such
other parties or addresses as may be designated by Landlord or Tenant by notice
given from time to time in accordance with this Section 26:


 


	
  To Landlord:

  	
   

  	
  The Jaytee Properties Limited
  Partnership

  
	
   

  	
   

  	
  601 W. Market St.

  
	
   

  	
   

  	
  Louisville, KY 40202

  
	
   

  	
   

  	
  Attention:
  Mr. Steve Trager

  
	
   

  	
   

  	
   

  
	
  To Tenant:

  	
   

  	
  Republic Bank &
  Trust Company

  
	
   

  	
   

  	
  601 W. Market St.

  
	
   

  	
   

  	
  Louisville, KY 40202

  
	
   

  	
   

  	
  Attention:
  Mr. Mike Beckwith

  



 


(b)                                 Receipt.
A notice, approval or consent given in accordance with this Section 31 shall be
deemed received (i) upon delivering it in person, (ii) three days
after depositing it in an office of the United States Postal Service or any
successor governmental agency, or (iii) one day after giving it to a
nationally recognized overnight carrier.


 


SECTION 27. Estoppel
Certificates. Either party shall, without charge, at any time and from time
to time hereafter, within 15 days after written request, certify by written
instrument duly executed and acknowledged to any mortgagee, purchaser, or any
other person, firm or corporation specified in such request: (a) as to
whether this Lease has been modified or amended, and if so, to attach such
modification or amendment to the estoppel certificate; (b) as to the
validity, force and effect of this Lease, in accordance with its tenor as then
constituted; (c) as to the existence of any default hereunder; (d) as
to the existence of any offset, counterclaim or defense thereto on the part of
such other party; (e) as to the commencement and expiration dates of the
Term; and (f) as to any other matters reasonably requested. Any such
estoppel certificate may be relied upon by the party requesting it and any
other person, firm or corporation to whom the same may be exhibited or
delivered, and the contents of such estoppel certificate, shall be binding on
the party executing same.


 


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SECTION 28. Governing
Law. This Lease and the performance thereof shall be governed, interpreted,
construed and regulated by the laws of the Commonwealth of Kentucky. 


 


SECTION 29. Partial
Invalidity. If any term, covenant or condition of this Lease or the
application thereof to any person or circumstance shall, at any time or to any
extent, be deemed invalid, illegal or unenforceable, then the remainder of this
Lease, or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid, illegal or
unenforceable, shall not be affected thereby, and each term, covenant and
condition of this Lease shall be valid, legal and enforceable to the fullest
extent permitted by law.


 


SECTION 30. Short Form
of Lease. The parties hereto shall, at any time and at the request of
either party, execute a short form of lease in recordable form, setting forth a
description of the Demised Premises, the Term and any other portions hereof,
except the rent provisions, as either party may request.


 


SECTION 31. Construction
of this Lease. Whenever the singular number is used herein, the same shall
include the plural, and the masculine gender shall include the feminine and
neuter genders, and vice versa, as the context shall require. This Lease may be
executed in several counterparts, each of which shall be an original, but all
of which shall constitute one and the same instrument. “Landlord” and “Tenant”
shall mean only the owner at the time of Landlord’s or Tenant’s interest
herein, and upon any sale or assignment of the interest of either Landlord or
Tenant herein, then their respective successors and/or assigns shall, during
the term of their ownership of their respective estates herein, be deemed to be
Landlord or Tenant, as the case may be. This Lease was drafted by counsel for
one of the parties hereto as a matter of convenience only, and shall not be
construed against or in favor of either party on such basis. 


 


SECTION 32. Entire
Agreement. No oral statement or prior written matter shall have any force
or effect. Tenant is not relying on any representations or warranties other
than those contained in this Lease. This Lease shall not be modified, amended
or canceled except in a writing executed by all parties.


 


SECTION 33. Benefit
and Binding Effect. Except as otherwise expressly provided herein, the
terms, covenants and conditions contained in this Lease shall be binding upon,
and shall inure to the benefit of, Landlord, Tenant and their respective heirs,
legal representatives, successors and assigns.


 


SECTION 34. Attorney’s
Fees and Expenses. In the event that a dispute arises between the parties
with respect to this Lease, or either party is required to retain legal counsel
to enforce any term, covenant or condition of this Lease, then the prevailing
party shall be entitled to recover from the non-prevailing party any and all
reasonable attorneys’ fees and expenses resulting there from. 


 


SECTION 35. Real
Estate Commission. Landlord and Tenant each warrant and represent to the
other that neither has engaged or dealt with any real estate agent or broker in
connection with the transaction contemplated by this Lease. Landlord and Tenant
shall be solely responsible for and shall pay any and all real estate, broker’s
or finder’s commissions or fees which may be payable as a result of the actions
of Landlord or Tenant. Landlord and Tenant shall indemnify and hold the other
harmless from and against any and all claims, damages and causes of action
resulting from the claims of any real estate agent or broker.


 


SECTION 36. Surrender.
On the expiration or other termination of this Lease, Tenant shall quit and
surrender to Landlord the Demised Premises, free and clear of all liens,
encumbrances and title matters, except for the Permitted Exceptions and
easements approved by Landlord during the Term. The Improvements shall be in
good condition and repair, ordinary wear, tear and damage by casualty excepted.


 


SECTION 37. Section
Headings. The section headings used herein are for reference and
convenience purposes only, and shall not enter into the interpretation hereof. 


 


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IN WITNESS WHEREOF,
Landlord and Tenant duly executed this Lease as of the date first set forth
above, but actually on the dates set forth below.


 


 


	
  LANDLORD:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Jaytee Properties
  Limited Partnership

  	
   

  	
  Republic Bank &
  Trust Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Steve Trager

  	
   

  	
  By: 

  	
  /s/ Kevin Sipes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  General Partner

  	
   

  	
  Title:

  	
  EVP & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  January 17, 2008

  	
   

  	
  Date:

  	
  January 17, 2008

  
										



 


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