Exhibit 10.17


 


GROUND LEASE


 


by and between


 


I-4 LAND HOLDING LIMITED COMPANY (“Landlord”)


 


and


 


LAZY DAYS’ R.V. CENTER, INC. (“Tenant”)


 


Dated as of
July        , 1999


 
















 


TABLE OF CONTENTS


 


	
  ARTICLE 1 Leased Premises

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2 Term

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3 Conditions Precedent

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4 Use

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5 Rent

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6 Utilities

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7 Insurance

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8 Taxes

  	
   

  
	
   

  	
   

  
	
  ARTICLE 9 Changes, Alterations and
  Additions

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10 Mechanic’s Liens

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11 Signs/Advertising

  	
   

  
	
   

  	
   

  
	
  ARTICLE 12 Tenant’s Fixtures and
  Personal Property

  	
   

  
	
   

  	
   

  
	
  ARTICLE 13 Assignment and
  Subletting

  	
   

  
	
   

  	
   

  
	
  ARTICLE 14 Repairs and Maintenance

  	
   

  
	
   

  	
   

  
	
  ARTICLE 15 Casualty

  	
   

  
	
   

  	
   

  
	
  ARTICLE 16 Bankruptcy - Insolvency

  	
   

  
	
   

  	
   

  
	
  ARTICLE 17 Defaults/Remedies

  	
   

  
	
   

  	
   

  
	
  ARTICLE 18 Condemnation

  	
   

  
	
   

  	
   

  
	
  ARTICLE 19 Covenant of Title

  	
   

  
	
   

  	
   

  
	
  ARTICLE 20 Leasehold Mortgages

  	
   

  
	
   

  	
   

  
	
  ARTICLE 21 Fee Mortgages

  	
   

  
	
   

  	
   

  
	
  ARTICLE 22 Force Majeure

  	
   

  



 


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  ARTICLE 23 Tax Treatment

  	
   

  
	
   

  	
   

  
	
  ARTICLE 24 Indemnification

  	
   

  
	
   

  	
   

  
	
  ARTICLE 25 Hazardous Material

  	
   

  
	
   

  	
   

  
	
  ARTICLE 26 Ownership of Improvement/
  Conditions of Demised Premises at Termination

  	
   

  
	
   

  	
   

  
	
  ARTICLE 27 Holding Over

  	
   

  
	
   

  	
   

  
	
  ARTICLE 28 Notices

  	
   

  
	
   

  	
   

  
	
  ARTICLE 29 Partial Invalidity

  	
   

  
	
   

  	
   

  
	
  ARTICLE 30 Entire Agreement - Applicable
  Law

  	
   

  
	
   

  	
   

  
	
  ARTICLE 31 Successors and Assigns

  	
   

  
	
   

  	
   

  
	
  ARTICLE 32 Memorandum of Lease

  	
   

  
	
   

  	
   

  
	
  ARTICLE 33 Right of First Offer/Right
  of First Refusal/Option to Purchase

  	
   

  
	
   

  	
   

  
	
  ARTICLE 34 Estoppel Certificates

  	
   

  
	
   

  	
   

  
	
  ARTICLE 35 Dispute Resolution

  	
   

  
	
   

  	
   

  
	
  ARTICLE 36
  Miscellaneous

  	
   

  



 


ii
















 


GROUND LEASE


 


This Ground Lease
(“Lease”) is made and entered into as of the
            day of July,
1999, by and between I-4 LAND HOLDING LIMITED COMPANY, a Florida limited
liability company (“Landlord”), and LAZY DAYS’ R.V. CENTER, INC., a
Florida corporation (“Tenant”).


 


RECITALS


 


A.                                   Prior
to the date hereof, Tenant has operated its recreational vehicle business on an
approximately 126 acre site located at 6130 Lazy Days Blvd., Seffner, Florida
(the “Site”).  The land included
within such 126-acre site is owned by the Landlord and described in Exhibit A
attached hereto (the “Land”). 
Tenant is the owner of all buildings and structures now located on the
Land and all other improvements located on the Land which are not owned by
Landlord (the “Tenant Improvements”). 
Landlord is the owner of asphalt and concrete paving, landscaping and
fencing now located on the Land (the “Landlord Improvements”).  The Land and the Landlord Improvements are
collectively referred to herein as the “Demised Premises.”  The Landlord Improvements and the Tenant
Improvements are sometimes collectively referred to herein as the
“Improvements.”


 


B.                                     Landlord
and Tenant are parties to an existing lease for the Site dated as of
January 1, 1998 (the “Existing Lease”).  It is the intention of the Landlord and the
Tenant that the Existing Lease be terminated, and that this Lease will be the
operative lease for the Site from and after the date hereof.


 


AGREEMENT


 


In consideration
of the mutual covenants and agreements contained in this Lease and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant agree as follows:


 


ARTICLE 1


 


Leased Premises


 


1.1                                 The
Existing Lease is hereby terminated.


 


1.2                                 Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord, the Land and
the Improvements.


 


1.3                                 Tenant
reserves the right to construct future site improvements and ancillary
facilities including, without limitation, buildings, camping grounds, roadways,
walkways, detention ponds, wetlands, and utility lines and poles (the “Future
Improvements”) on the Land in accordance with Article 9 below.  The Future Improvements described in Exhibit
B are hereby approved by Landlord.  The
Future Improvements, after completion, shall become part of the Tenant
Improvements.


 


1
















 


1.4                                 Landlord
and Tenant (and Tenant’s employees, licensees, and invitees) acknowledge and
agree that non-exclusive easements and rights to use public and common
facilities exist on or service the Demised Premises for certain third party use
including, but not limited to, all entrances, exits, driveways, parking areas,
walks, service drives and common utilities.


 


ARTICLE 2


 


Term


 


2.1                                 This
Lease shall be effective upon execution hereof and the initial term of this
Lease shall be for a period of twenty-three (23) years and six (6) months (the
“Initial Term”) commencing as of the date first written above, which
date shall also be the “Rent Commencement Date.”  The term “Lease Year” as used herein shall be
defined as each successive twelve month period following the Rent Commencement
Date.


 


2.2                                 Tenant
shall have the option at the end of the Initial Term to extend the term of this
Lease for up to three (3) additional five (5)-year periods (each, an “Option
Term”) upon giving Landlord written notice of such election not less than
three hundred sixty five (365) days prior to the expiration of the Initial Term
or any Option Term.  All terms and
conditions of the Lease as stated herein shall apply during each Option Term;
provided, however, the Minimum Annual Rent (as defined in Article 5) for
each Option Term shall be adjusted pursuant to Section 5.1 hereof.


 


ARTICLE 3


 


Conditions Precedent


 


This Lease shall
become effective upon the merger of the Lazy Days’ R V. Center, Inc. Employee
Stock Ownership Plan into the Alliance Holdings, Inc. Employee Stock Ownership
Plan and Trust.


 


ARTICLE 4


 


Use


 


4.1                                 The
Demised Premises and Improvements shall be used for the purposes of Tenant’s
recreational vehicle business as presently or in the future conducted and for
any lawful purposes approved by the Landlord in its reasonable discretion.


 


4.2                                 Tenant
shall not use the Demised Premises or the Improvements, or permit the Demised
Premises or the Improvements to be used, in whole or in part during the term of
this Lease for any purpose or use that is in violation of any law.


 


From and after the
date hereof, Tenant shall, at its own cost and expense, cause the Demised
Premises and the Tenant Improvements to comply with (including, without
limitation, making structural or extraordinary repairs, improvements and
alterations) all present and future laws, rules, regulations and codes,
including, without limitation, the Americans with


 


2
















 


Disabilities Act.  Tenant shall
have the right to contest or review, by legal procedure or in such other manner
as Tenant may deem suitable, at its own expense, any such laws, rules,
regulations, or codes and may contest the applicability of the same to the
Demised Premises or the Tenant Improvements, provided that Landlord is not
subjected to any liability and/or prosecution as a result thereof and that
Landlord’s title to the Demised Premises is not subjected to forfeiture or
otherwise materially affected in any manner as a result thereof.  Such proceedings shall be conducted promptly,
and shall include, if Tenant so decides, appropriate appeals.  Whenever any such requirements become
absolute after a contest, Tenant shall diligently comply with the same or so
much thereof as shall have been judicially sustained.


 


4.3                                 Tenant
shall not use the Demised Premises or the Tenant Improvements for or carry on
or permit in or upon the Demised Premises or the Tenant Improvements, or any
party thereof, any nuisance.  Tenant
agrees not to cause, permit or suffer any waste to the Demised Premises or the
Tenant Improvements.


 


ARTICLE 5


 


Rent


 


5.1                                 Commencing
on the Rent Commencement Date, Tenant agrees to pay to Landlord minimum annual
rent in an amount equal to $3,708,197 per year for the initial five Lease Years
and $4,200,000 per year thereafter (“Minimum Annual Rent”).  In addition to such fixed increase in Minimum
Annual Rent, the Minimum Annual Rent shall be subject to the following cost of
living adjustments.  On the fifth, 81⁄2th,
131⁄2th, and 181⁄2th anniversary of the Rent Commencement Date and on the
commencement date of each Option Term (each, an “Adjustment Date”),
Minimum Annual Rent shall be increased by an amount equal to the product
obtained by multiplying the greater of $4,200,000 or the Minimum Annual Rent
applicable to the Lease Year immediately preceding such Adjustment Date by the
Index Change.  As used herein, the term “Index
Change” shall mean the cumulative percentage increase (if any) in the cost
of living for the five-(5) year period immediately preceding each Adjustment
Date in the Consumer Price Index All Urban Consumers U.S. City Average
(1982-84=100), published by the United States Department of Labor, Bureau of
Labor Statistics (“Index”), except the 81⁄2th year adjustment shall be based on
$4,200,000 increased by the cumulative percentage increase (if any) in the cost
of living for the ten-year period immediately preceding such Adjustment Date.


 


5.2                                 The
Minimum Annual Rent shall be paid in equal monthly installments in advance,
without demand and without offset (except as expressly provided herein), on the
first day of each calendar month during the term of this Lease commencing on
the Rent Commencement Date and prorated on a per diem basis for a fraction of
any month.  All rental and other payments
due from Tenant shall be paid by Tenant to Landlord at the address set forth in
Article 30, or at such other place as may from time to time be designated
by Landlord in writing.  All such payments
shall bear interest from the date due until paid at the prevailing Wall Street
Journal Prime Rate of Interest plus five percent (5%) if not paid within
fifteen (15) days of notice from Landlord that such payment is past due.  A late fee of five percent (5%) of the
applicable payment shall be due and payable to Landlord if any portion of a
payment required of Tenant is not paid within thirty (30) days after such
payment is due.


 


3
















 


5.3                                 It
is the intention of Landlord and Tenant that the rent herein specified shall be
net to Landlord in each Lease Year during the term of this Lease and that all
costs, expenses and obligations of every kind (including but not limited to
taxes, insurance and maintenance) relating to the Demised Premises and
Improvements which may arise or become due during the term of this Lease shall
be paid by Tenant.  Nothing contained
herein shall make Landlord and Tenant partners or joint venturers or liable for
the debts of the other.


 


ARTICLE 6


 


Utilities


 


Tenant shall pay
all charges for all utility services furnished to the Demised Premises.  If any utility service is interrupted solely
as a result of the gross negligence or willful misconduct of Landlord, its
agents or employees, there shall be equitable abatement of rent and other
charges due hereunder based upon the length of period and proportion of the
Demised Premises and Improvements which are nonfunctional.


 


ARTICLE 7


 


Insurance


 


7.1                                 Tenant
covenants and agrees that it will carry and maintain, during the entire term
hereof, at Tenant’s sale cost and expense, the following types of insurance, in
the amount specified and in the form hereinafter provided for:


 


(a)                                  Commercial
general liability insurance covering injury or death to persons or damage to
property with coverage limits of the greater of (i) $1,000,000.00 combined and
$1,000,000.00 each occurrence, or (ii) such additional coverage as Landlord may
reasonably require during the Term (but Landlord shall not adjust such required
insurance limits more frequently than once every three (3) years), insuring
against any and all liability of the insured with respect to the Demised
Premises and Improvements or arising out of the maintenance, use or occupancy
thereof.  All such liability insurance
may be provided under umbrella-type policies maintained by Tenant.


 


(b)                                 Fire
insurance with extended coverage endorsement upon the Improvements in an amount
equal to the replacement value of the Improvements above the foundation
walls.  All fire and extended coverage
insurance which Tenant is obligated to maintain shall be for the benefit of
Landlord and Tenant, as their interests may appear, and shall insure against
all perils.  In the case of loss or damage
by fire or other risks insured against, such insurance proceeds shall be
applied to the replacement of the damaged property unless both Landlord and
Tenant agree not to replace the damaged property, in which case any insurance
proceeds remaining after deducting the expenses of removing the damaged or
destroyed property shall be apportioned between Landlord and Tenant based on
the relative ownership of the damaged property, and as to any proceeds
applicable to Improvements owned by Tenant, Landlord and Tenant shall share in
such proceeds with Tenant receiving the share that represents the proportion of
the remaining useful life of the applicable Improvement prior to its
destruction


 


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that would have
fallen within the then current Term, and the Landlord’s share being the
remainder.


 


(c)                                  Worker’s
compensation coverage in compliance with the laws of the State of Florida.


 


7.2                                 The
insurance coverages required hereunder shall be carried with an insurance
company or companies selected by Tenant and reasonably acceptable to
Landlord.  Such insurance may be carried
under a blanket policy or policies covering other liabilities and locations of
Tenant.  All such policies shall be issued
in the name of Tenant and shall name Landlord, any fee mortgagee and any
leasehold mortgagee as additional insureds. 
Casualty insurance policies shall contain a mortgagee loss payable
clause in favor of Landlord, subject to the prior rights of any Leasehold
Mortgagee.  From time to time, Tenant
shall furnish Landlord such evidence as Landlord may require to indicate that
the foregoing insurance is in full force and effect.  All policies of insurance shall provide that
such policies shall not be amended or canceled without thirty (30) days prior
written notice to Tenant and Landlord.


 


ARTICLE 8


 


Taxes


 


8.1                                 Commencing
on the Rent Commencement Date, Tenant shall pay to Landlord all ad valorem real
estate taxes and assessments attributable to the Demised Premises or the
Improvements (if taxed as part of the Demised Premises or not otherwise
directly taxed to Tenant) within thirty (30) days following receipt of
Landlord’s written notification that such taxes and assessments are due and
payable.  Landlord’s written notification
shall be forwarded to Tenant and shall be accompanied by a copy of the tax bill
or certificate and shall indicate the portion of real estate taxes and
assessments attributable to the Demised Premises or Improvements.  Tenant shall not be liable for any portion of
penalties or interest which may be assessed as a result of late payment of
taxes or assessments by Landlord.  If any
assessment is payable in installments, Tenant shall pay to Landlord any
installment as and when such installment becomes due and payable.  Tenant’s liability for ad valorem real estate
taxes and assessments shall be prorated for the Lease Years in which this Lease
commences and terminates.


 


8.2                                 Should
Landlord initiate proceedings to contest the validity or amount of any tax or
assessment levied against the Demised Premises or Improvements, Tenant, at
Landlord’s expense, will cooperate in such proceedings and should such
proceedings be successful, Tenant will be entitled to its proportionate share
of any tax refund or future abatement, after deducting therefrom payment of all
expenses incurred by Landlord in any such proceeding.  Should Tenant initiate proceedings to contest
the validity of any tax or assessment levied against the Demised Premises or
Improvements, Landlord shall, at Tenant’s expense, cooperate in such
proceedings.


 


8.3                                 Tenant
shall pay to Landlord, in addition to and along with any and all rent otherwise
payable hereunder, any excise, transaction, sales or privilege taxes, other
than income and estate taxes, now or hereafter imposed by any governmental
agency upon Landlord


 


5
















 


and attributable to or
measured by rent or other charges or prorations payable by Tenant
hereunder.  Nothing herein contained
shall require Tenant to pay income taxes assessed against Landlord, or any
capital levy, corporation franchise, excess profits, estate, succession or
transfer taxes of Landlord, or any taxes, fees or other costs attributable or
resulting from any mortgage granted by Landlord on its interest in the Demised
Premises or Improvements.


 


ARTICLE 9


 


Changes, Alterations and Additions


 


9.1                                 Tenant
shall have the right at any time and from time to time during the term of this
Lease to make changes, replacements, alterations, modifications or additions to
or removal of the Tenant Improvements, except that any structural change to any
Landlord Improvement or the construction of any new improvement on the Land
shall require Landlord’s prior approval, which approval shall not be
unreasonably withheld or delayed.  No
such change, replacement, alteration, modification, addition, or removal shall
be undertaken or commenced until Tenant shall have procured and paid for all
required permits and licenses of all governmental authorities having
jurisdiction thereof.


 


9.2                                 All
work done in connection with any change, replacement, alteration, modification,
addition or removal to the Improvements shall be done with reasonable
diligence, in good workmanlike manner and in compliance with all applicable
laws and regulations of all governmental authorities having jurisdiction.  The cost of any such change, replacement,
alteration, modification, addition or removal shall be paid or discharged by
Tenant so that the Demised Premises and Improvements at all times shall be free
of any and all liens resulting therefrom.


 


ARTICLE 10


 


Mechanic’s Liens


 


10.1                           Tenant
shall pay or cause to be paid all costs for work done by it or caused to be
done by it on the Demised Premises or Improvements, and Tenant will keep the
Demised Premises free and clear of all mechanic’s liens and other liens due to
work done for Tenant or persons claiming under Tenant.  Tenant shall indemnify and save Landlord
harmless from all liability, loss, damage, costs, attorneys’ fees and all other
expenses on account of claims of lien of laborers or materialmen or others for
work performed or materials or supplies furnished for Tenant or persons
claiming under Tenant.


 


10.2                           During
the Term of this Lease, Tenant shall not suffer or permit any mechanic’s,
materialmen’s, attachment, execution or other liens or stop notices to attach
or be filed against the Demised Premises (including the Improvements thereon),
Tenant’s leasehold interest in this Lease, against Landlord, or against any
lender holding funds for any work or improvement upon the Demised Premises or
Improvements, except that Tenant shall be permitted to mortgage its leasehold
interest in the Demised Premises and its interest in the Improvements, is
provided for in Article 20 hereof. 
If any such liens, stop notices or similar proceedings are filed or commenced,
Tenant shall, within thirty (30) days after notice of the


 


6
















 


filing thereof or such
other reasonable time, cause the same to be discharged of record by payment,
deposit, order of court or by bonding; provided, however, that Tenant shall
have the right to contest, with due diligence, the validity or amount of any
such lien or stop notice once discharged of record.


 


10.3                           Nothing
in this Lease shall be deemed or construed in any way as constituting the consent
or request of Landlord, express or implied, by inference or otherwise, to any
contractor, subcontractor, laborer or materialman, for the performance of any
labor or the furnishing of any materials for any construction, alteration,
repair, replacement or improvement of the Demised Premises and Improvements to
be made on the Demised Premises by Tenant, nor as giving Tenant any right,
power or authority to contract for or permit, on Landlord’s behalf or as to
Landlord’s interest, the rendering of any services or the furnishing of any
materials.  The Memorandum of Lease to be
recorded by the parties shall contain the statutorily required disclosures to
effectuate this concept.


 


ARTICLE 11


 


Signs/Advertising


 


11.1                           Tenant
shall be allowed to affix and maintain signs as approved from time to time by
any requisite governmental agency and as comply with any covenants currently of
record affecting the Demised Premises or Improvements, provided that the
Landlord shall have the right to approve the size and location of any signage
the Tenant desires to erect, provided such approval shall not be unreasonably
withheld or delayed.


 


11.2                           Upon
expiration or termination of this Lease, Tenant, at its election and cost, and
with Landlord’s prior approval (without regard to the value) as to any signage
that may be incapable of lawfully being replaced, may remove any of its signs
and other advertising matter on the Demised Premises or Improvements or
elsewhere where signs have been placed.


 


ARTICLE 12


 


Tenant’s Fixtures and Personal Property


 


All of Tenant’s
personal property located on the Demised Premises or Improvements, including
furniture, furnishings, fixtures and equipment and all other property installed
in or attached to the Improvements at Tenant’s expense, whether or not such
property constitutes fixtures or otherwise (collectively, “Tenant’s Property”),
shall remain the property of Tenant, and Tenant shall have the right to remove
any and all of Tenant’s Property at any time prior to the expiration of the
term hereof for purposes of replacement or otherwise.


 


ARTICLE 13


 


Assignment and Subletting


 


13.1                           Subject
to subsection 13.2 below, Tenant shall not assign or transfer this Lease
or Tenant’s interest in and to the Demised Premises or Improvements or any part
thereof or sublet all or any portion of the Demised Premises or Improvements
without the prior written


 


7
















 


consent of Landlord,
which consent shall not be unreasonably withheld or delayed.  No such assignment or subletting shall
relieve Tenant from its liability to Landlord under the Lease.  Any attempted transfer, assignment or
subletting without the written consent of Landlord shall be void and confer no
rights upon any third person.


 


13.2                           Notwithstanding
the provisions of Section 13.1 above to the contrary, Tenant may assign
its interest in this Lease, without Landlord’s consent, to any corporation or
entity which controls, is controlled by or is under common control with Tenant,
or to any corporation or entity resulting from the merger or consolidation with
Tenant or by Tenant into such corporation or to any successor corporation in
the event of the sale of substantially all of the assets of Tenant
(collectively “Tenant Affiliate”) provided that (a) no Event of Default
then exists hereunder; (b) before such assignment shall become effective, said
assignee shall assume in writing all of the obligations of Tenant under this
Lease; (c) Landlord shall receive at least thirty (30) days prior notice of
such assignment, along with supporting information sufficient for Landlord to
confirm that such assignment qualifies hereunder; and (d) such Tenant Affiliate
has financial ability, net worth, and credit equal to or greater than that of
Tenant at the time of the transfer.


 


13.3                           Upon
assignment by Landlord of its interest under this Lease, Landlord shall be
released from any liability thereafter accruing under this Lease after the date
the Lease is assigned, but Landlord shall remain liable for any of its
obligations under this Lease accruing prior to the date of such
assignment.  Upon such an assignment by
Landlord, Tenant shall thereafter attorn to and be bound to the transferee of
Landlord’s interest as though such transferee had been the original Landlord
hereunder.


 


13.4                           The
limitations on assignment by Tenant under this Section 13 shall not apply
to a Leasehold Mortgagee of Tenant permitted pursuant to Section 20
hereof.


 


ARTICLE 14


 


Repairs and Maintenance


 


14.1                           Subject
to the provisions of Article 15 herein, Tenant shall, at its own cost and
expense, keep and maintain the Demised Premises and Improvements in good, safe
and sanitary order, condition and repair, and make all repairs which, in its
reasonable judgment, are necessary to the Demised Premises and Improvements.


 


14.2                           The
parties acknowledge that Landlord shall have no repair or maintenance
obligations whatsoever with respect to the Demised Premises or
Improvements.  Tenant waives the benefit
of any law now or hereafter in effect which would otherwise afford Tenant the
right to make repairs at Landlord’s expense or to terminate this Lease because
of Landlord’s failure to keep the Improvements in good order, condition and
repair.


 


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ARTICLE 15


 


Casualty


 


If the Demised
Premises and/or Improvements are damaged or destroyed by fire or other
casualty, Tenant, at its sole cost and expense, shall, subject to the second
paragraph of this Article 15, repair and restore the same to such
condition as existed prior to its destruction.


 


Notwithstanding
the first paragraph immediately above, if Landlord and Tenant mutually decide
not to repair and restore the Improvements as herein provided, Tenant shall
remove the damaged portions of the Improvements.  If Landlord and Tenant elect not to rebuild
and restore the Improvements as herein provided, the proceeds of insurance
shall be applied in accordance with Section 7.1(b).  Neither Tenant nor Landlord shall be liable
for any loss or damage to the Demised Premises and/or Improvements resulting
from fire or other casualty to the extent that such loss or damage is actually
covered by insurance proceeds which are applied as required herein.


 


ARTICLE 16


 


Bankruptcy - Insolvency


 


If Tenant is
adjudged bankrupt or insolvent, files or consents to the filing of a petition
in bankruptcy under the Federal Bankruptcy Code or any equivalent state law,
applies for or consents to the appointment of a receiver for all or
substantially all of its assets, or makes a general assignment for the benefit of
its creditors, then except as otherwise provided in this Article 16, an
Event of Default by Tenant shall have occurred under this Lease and, to the
extent from time to time permitted by applicable law, including but not limited
to the Federal Bankruptcy Code, Landlord shall be entitled to exercise all
remedies set forth in Article 17 below. 
Notwithstanding the foregoing, if Tenant files a petition for
reorganization under Chapter 11 of the Federal Bankruptcy Code, and the Tenant
assumes this Lease within sixty (60) days from the filing of the proceeding,
then this Lease shall continue and the filing of such petition for
reorganization shall not constitute an Event of Default under this Lease.


 


ARTICLE 17


 


Defaults/Remedies


 


17.1                           The
occurrence of any of the following shall constitute an Event of Default under
this Lease by Tenant:


 


(a)                                  A
failure by Tenant to pay when due all or any part of the rent or other monetary
payment required to be paid by Tenant to Landlord or third parties as required
by this Lease where such failure continues for fifteen (15) days after receipt
of written notice from Landlord to Tenant of such default;


 


(b)                                 A
failure by Tenant to observe and perform any non-monetary provisions of this
Lease to be observed or performed by Tenant where such failure continues for
thirty (30) days after receipt of written notice from Landlord to Tenant of
such default; provided,


 


9
















 


that if the nature
of such default is curable but that the same cannot with due diligence be cured
within thirty (30) days, Tenant shall not be deemed to be in default if it
shall within such thirty day period commence curing the default and thereafter
diligently prosecutes the same to completion;


 


(c)                                  A
violation of the provisions of Section 13.1 or 13.2.


 


17.2                           In the
event of any Event of Default by Tenant which remains uncured beyond any
applicable cure period, then, in addition to any and all rights and remedies
available to Landlord at law or in equity, Landlord shall have the right, by
giving written notice to Tenant of such election by Landlord, to accelerate all
rent due hereunder for the remainder of the Term and immediately sue for rent
or to terminate this Lease and all rights of Tenant hereunder and to re-enter
the Demised Premises or Improvements without waiving the right to recover from
Tenant all damages which result from Tenant’s default.


 


17.3                           If
Landlord elects to re-enter as above provided, or takes possession of the
Demised Premises or Improvements pursuant to legal proceedings or pursuant to
any notice or other remedy provided by law or in equity, Landlord may relet the
Demised Premises or Improvements located thereon or any part or parts thereof
for such term or terms and upon such provisions as Landlord, in its sole
judgment, may deem advisable, and Landlord shall have the right to make repairs
and alterations to the Demised Premises and the Improvements located thereon.


 


With or without
terminating this Lease, Landlord may enter upon and take possession of the
Demised Premises and Improvements and expel or remove Tenant and any other
person who may be occupying the Demised Premises and Improvements or any part
thereof, without being liable for prosecution or any claim for any damages or
liability therefor.  Landlord may
thereupon make such alterations and repairs as, in Landlord’s reasonable
discretion, are necessary to relet the Demised Premises and Improvements, and
relet the Demised Premises and Improvements or any part thereof, without notice
to Tenant, for such rent and such use, and for such period of time and subject
to such terms and conditions as Landlord, in its reasonable discretion, may
deem advisable and receive the rent therefor. 
Tenant shall be liable for any and all expenses (including attorneys’
fees, disbursements, actual costs and brokerage fees) incurred by Landlord in
re-entering and repossessing the Demised Premises and Improvements, in making
good any default of Tenant, in painting, altering, repairing or dividing the
Demised Premises and Improvements, in protecting and preserving the Demised
Premises and Improvements by use of security guards and caretakers, and in
reletting the Demised Premises and Improvements.  Tenant shall pay to Landlord, on demand, any
deficiency that may arise by reason of any reletting.  Any suit brought by Landlord to enforce
collection of such difference for any one month shall not prejudice Landlord’s
right to enforce the collection of any difference for any subsequent month in
subsequent separate actions, as said damages shall have been made more easily
ascertainable by successive relettings. 
Landlord shall not be liable for any failure to relet the Demised
Premises and Improvements or any part thereof or for any failure to collect any
rent due upon any such reletting. 
Notwithstanding any such reletting without termination, Landlord may at
any time thereafter elect to terminate this Lease for such prior default.


 


10
















 


If Landlord
terminates this Lease pursuant to Section 17.2, Landlord shall be entitled
to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for
liquidated and agreed final damages for Tenant’s default, an amount equal to
the difference between (i) all Minimum Annual Rent and other sums which would
be payable under this Lease from the date of such demand (or, if it is earlier,
the date to which Tenant shall have satisfied in full its obligations under the
preceding paragraph) for what would be the then unexpired Term in the absence of
such termination, and (ii) the fair market rental value of the Demised Premises
and Improvements over the same period (net of all expenses and all vacancy
periods reasonably projected by Landlord to be incurred in connection with the
reletting of the Demised Premises and Improvements), with such differential
discounted at the rate of ten percent (10%) per annum.  Nothing herein shall be construed to affect
or prejudice Landlord’s right to prove, and claim in full, unpaid rent or any
other amounts accrued prior to termination of this Lease.


 


Landlord shall, to
the extent permitted by law, have (in addition to all other rights) a right of
distress for rent as security for all Minimum Annual Rent and any other sums
payable under this Lease.


 


Tenant, on its own
behalf and on behalf of all persons claiming through or under Tenant, including
all creditors, does hereby specifically waive and surrender any and all rights
and privileges, so far as is permitted by law, which Tenant and all such
persons might otherwise have under any present or future law (1) to the service
of any notice to quit or of Landlord’s intention to re-enter or to institute
legal proceedings, which notice may otherwise be required to be given, (2) to
redeem the Demised Premises or Improvements, (3) to re-enter or repossess the
Demised Premises or Improvements, (4) to restore the operation of this Lease,
with respect to any dispossession of Tenant by judgment or warrant of any court
or judge, or any re-entry by Landlord, or any expiration or termination of this
Lease, whether such dispossession, re-entry, expiration or termination shall be
by operation of law or pursuant to the provisions of this lease or (5) which
exempts property from liability for debt or for distress for rent.  The words “dispossession,” “re-enter,”
“re-entry,” “reentered,” “repossess” and “redeem” as used in this Lease shall
not be deemed to be restricted to their technical legal meanings.


 


17.4                           The
term “rent” and “rental” as used in this Section 19 and elsewhere in this
Lease shall be deemed to be and mean Minimum Annual Rent, real property taxes,
late charges, interest, attorneys’ fees and any and all other sums, however
designated, required to be paid by Tenant hereunder, whether payable to
Landlord or third parties.


 


ARTICLE 18


 


Condemnation


 


If the entire
Demised Premises and/or Improvements shall be taken by reason of condemnation
or under eminent domain proceedings, Landlord or Tenant may terminate this
Lease as of the date when possession of the Demised Premises and/or
Improvements is so taken.  If a portion
of the Demised Premises, and/or Improvements shall be taken under eminent
domain or by reason of condemnation and the remainder of the Demised Premises,
and/or Improvements are no longer suitable for Tenant’s business, this Lease,
at Tenant’s option, exercised by notice to Landlord within sixty (60) days of
such taking shall terminate; and any unearned rents and other


 


11
















 


charges paid or credited in advance shall be refunded to Tenant.  If this Lease is not so terminated, Tenant
may at its sole cost and expense restore the remaining portions of the Demised
Premises and/or Improvements as Tenant deems necessary or appropriate (subject
to applicable law) and the Minimum Annual Rent shall be reduced proportionally
based on the portion of the Demised Premises so taken.  For purposes of this paragraph (i) a partial
taking shall be deemed to include loss or material impairment of access to and
from the Demised Premises and/or Improvements and (ii) grants or conveyances
made in lieu or anticipation of or under threat of a taking or condemnation
shall be deemed a taking.


 


Both parties shall
pursue their own damage awards with respect to any such taking, provided,
however, that Tenant shall be entitled to the award in connection with any
condemnation insofar as the same represents compensation for the Tenant
Improvements and any separately awardable business damages or moving expenses,
but Tenant shall not be entitled to any portion of Landlord’s award for the
loss or damage to the Demised Premises as a result of the Tenant’s loss of its
leasehold.  Landlord shall be entitled to
the award insofar as same represents compensation for or damage to the Demised
Premises.  Any condemnation award
specifically attributable to the Demised Premises shall be allocated to the
Landlord, and any condemnation award specifically attributable to the Tenant
Improvements shall be allocated to the Tenant.


 


ARTICLE 19


 


Covenant of Title


 


Landlord covenants,
represents and warrants that it has full right and power to execute and perform
this Lease and to grant the estate demised herein and that Tenant, subject to
the terms and conditions of this Lease and upon payment of the rent and
performance of the covenants and agreements hereof shall peaceably and quietly
have, hold and enjoy the Demised Premises and all rights, easements,
appurtenances and privileges belonging or in any way pertaining thereto during
the Lease term without molestation or hindrance of any person claiming by,
through or under Landlord.  Landlord
further covenants, represents and warrants that it has good and marketable
title to the Land, free and clear of any liens, encumbrances, restrictions and
violations (or claims or notices thereof), except as reflected of record as of
the date hereof, or any other such item created after the date hereon that does
not unreasonably interfere with Tenant’s use of the Demised Premises.


 


ARTICLE 20


 


Leasehold Mortgages


 


20.1                           Tenant
shall have the unrestricted right at any time and from time to time to mortgage
Tenant’s interest in the Demised Premises and the Tenant Improvements, subject,
however, to the limitations hereinafter set forth.  Any such mortgage shall be subject and
subordinate to the rights of Landlord hereunder.  A mortgage of the Tenant Improvements and/or
Tenant’s leasehold interest under this Lease is hereinafter referred to as a “Leasehold
Mortgage”, and any party to whom a Leasehold Mortgage is granted is
hereinafter referred to as a “Leasehold Mortgagee”.


 


12
















 


20.2                           No
Leasehold Mortgagee shall be entitled to enjoy the rights or benefits mentioned
herein, nor shall the provisions of this Lease pertaining to Leasehold
Mortgages be binding upon Landlord, unless Landlord shall have been given
fifteen (15) days’ prior written notice of the name and address of any
Leasehold Mortgagee together with the address for all notices to which the
Leasehold Mortgagee shall be entitled.


 


20.3                           The
Leasehold Mortgage shall contain an acknowledgement by the Leasehold Mortgagee
that the Leasehold Mortgage shall be subject to all of the terms of this
Lease.  In no event shall such Leasehold
Mortgage affect Landlord’s fee interest in the Demised Premises or Improvements
or its reversionary interest in this Lease.


 


20.4                           With
respect to any permitted Leasehold Mortgage, Landlord and Tenant agree as
follows:


 


(a)                                  When
giving notice to Tenant with respect to any default hereunder, Landlord shall
also serve a copy of each such notice upon any Leasehold Mortgagee who shall
have given Landlord a written notice specifying its name and address.  No such notice shall be effective unless and
until served on any Leasehold Mortgagee as herein provided.  In the event Tenant shall default in the
performance of any of the terms, covenants, agreements and conditions of this
Lease on Tenant’s part to be performed, any Leasehold Mortgagee shall have the
right, within the grace period available to Tenant for curing such default as extended
below, to cure or make good such default or to cause the same to be cured or
made good whether the same consists of the failure to pay rent or the failure
to perform any other obligation, and Landlord shall accept such performances on
the part of any Leasehold Mortgagee as though the same had been done or
performed by Tenant.


 


(b)                                 In
the case of a default by Tenant in the payment of money, Landlord will take no
action to effect a termination of this Lease by reason thereof unless such
default has continued beyond thirty (30) days after the fifteen (15)-day grace
period for Tenant to cure such payment, it being the intent hereof and the
understanding of the parties that any Leasehold Mortgagee shall be allowed not
less than thirty (30) days in addition to the fifteen (15)-day grace period
granted to Tenant to cure any default of Tenant in the payment of rent or in
the making of any other monetary payment required under the terms of this
Lease.


 


(c)                                  In
the cases of any non-monetary default by Tenant, Landlord will take no action
to effect a termination of this Lease by reason thereof unless such default has
continued beyond the grace period available to Tenant for curing such default,
and then only after Landlord shall have given to any Leasehold Mortgagee thirty
(30) days after the expiration of Tenant’s thirty-day grace period for curing
such default within which either:


 


(i)                                     to
commence and diligently proceed to cure such default, if such default is
susceptible of being cured by the Leasehold Mortgagee without obtaining
possession of the Demised Premises and Improvements;


 


(ii)                                  to
commence and diligently proceed to obtain possession of the Demised Premises
and Improvements (including possession by a


 


13
















 


receiver) and to
cure such default in the case of a default which is susceptible of being cured
when the Leasehold Mortgagee has obtained possession thereof; or


 


(iii)                               to
institute foreclosure proceedings and thereafter to complete such foreclosure
proceedings or otherwise acquire Tenant’s interest under this Lease with
reasonable and continuous diligence.  A
Leasehold Mortgagee shall not be required to continue such foreclosure
proceedings if the default which prompted the foreclosure of such has been
cured.


 


(d)                                 During
the period that a Leasehold Mortgagee shall be in possession of the Demised
Premises or Improvements or during the pendency of any foreclosure proceedings
instituted by a Leasehold Mortgagee, the Leasehold Mortgagee shall pay or cause
to be paid the Minimum Rent specified in Section 3 and all other rent and
charges of whatsoever nature payable by Tenant hereunder which have accrued and
are unpaid and which thereafter accrue during said period.  Following the acquisition of Tenant’s
leasehold estate by the Leasehold Mortgagee, either as a result of foreclosure
or acceptance of an assignment in lieu of foreclosure, the Leasehold Mortgagee
shall, as promptly as possible commence the cure of all defaults hereunder to
be cured and thereafter diligently prosecute such cure to completion.


 


(e)                                  In
the event that this Lease is terminated by Landlord on account of any default,
Landlord shall give prompt written notice thereof to each Leasehold
Mortgagee.  Landlord, within thirty (30)
days after receiving a written request therefor, which shall be given by any
Leasehold Mortgagee within thirty (30) days after such termination, will
execute and deliver a new lease of the Demised Premises and Improvements to the
Leasehold Mortgagee, for the remainder of the term of this Lease, containing
the same covenants, agreements, terms, provisions and limitations as are
contained herein, provided (i) that the Leasehold Mortgagee shall pay to
Landlord, simultaneously with the delivery of such new lease all expenses including,
without limitation, reasonable attorneys’ fees and disbursements and court
costs, incurred by Landlord in connection with the default by Tenant, the
termination of this Lease and the preparation of the new lease, and (ii) the
Leasehold Mortgagee agrees to and does commence and diligently proceed to cure
all non-monetary defaults existing under this Lease and susceptible of being
cured by Leasehold Mortgagee.


 


(f)                                    Nothing
herein shall preclude Landlord from exercising any of Landlord’s rights or
remedies with respect to any default by Tenant during any period of any such
forbearance, subject to the rights of any Leasehold Mortgagee as herein
provided.


 


(g)                                 All
notices by Landlord to Leasehold Mortgagees shall be given in accordance with
Article 28 herein, addressed to the Leasehold Mortgagee at the address
last specified to Landlord by the Leasehold Mortgagee.


 


14
















 


ARTICLE 21


 


Fee
Mortgages


 


This Lease shall be made
subject and subordinate to the lien of any and all mortgages (which term
“mortgages” shall include deeds of trust and similar security instruments and
any renewals, extensions, modifications, recastings or refinancings of any such
mortgage or other instrument) which may now or hereafter encumber or otherwise
affect Landlord’s interest in the Demised Premises and/or Improvements provided
that such mortgage expressly provides that so long as Tenant has not committed
an Event of Default hereunder which remains uncured beyond any applicable cure
period, the rights and interests of the mortgagee thereunder are subject to the
rights and interests of Tenant hereunder and any Leasehold Mortgagee under any
Leasehold Mortgage then or thereafter existing. 
Notwithstanding the foregoing, upon written request by Landlord, Tenant
shall execute and deliver an agreement in form satisfactory to Landlord (and
reasonably satisfactory to Tenant), subordinating this Lease to any mortgage
encumbering the Demised Premises and/or Improvements, provided, however, such
subordination shall be upon the express condition that the validity of this
Lease shall be recognized by such mortgagee, and that, notwithstanding any
default by Landlord with respect to the mortgage, or any foreclosure or
termination thereof, Tenant’s possession of the Demised Premises and/or
Improvements and rights under this Lease and Tenant’s right to possession
hereunder shall have been terminated in accordance with the provisions of this
Lease.  In the event the mortgagee under
any such mortgage shall require this Lease to be superior and paramount to such
mortgage, Tenant agrees to execute, acknowledge and deliver, as directed by
Landlord, any instruments required for such purpose.


 


Tenant agrees that, if
any proceedings are brought for the foreclosure of any such mortgage, Tenant,
if requested to do so by the purchaser at the foreclosure sale, shall recognize
the purchaser as Landlord under this Lease and shall make all payments required
hereunder to such new Landlord in the manner provided for in this Lease and
subject to the terms of this Lease. 
Tenant waives the provisions of any law or regulation, now or hereafter
in effect, which may give or purport to give Tenant any right to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder
in the event that any such foreclosure or other proceeding is prosecuted or
completed.


 


Tenant agrees to give any
of Landlord’s mortgagees and/or trust deed holders, by certified mail, return
receipt requested, a copy of any notice of default served upon Landlord,
provided that prior to such notice Tenant has been notified in writing of the
address of such mortgagees and/or trust deed holders.


 


ARTICLE 22


 


Force
Majeure


 


Any prevention, delay or
stoppage due to strikes, lockouts, labor disputes, acts of God, inability to
obtain labor or materials or reasonable substitutes therefor, governmental
restrictions, governmental regulations, governmental controls, judicial orders,
enemy or hostile governmental action, civil commotion, fire or other casualty,
and other causes beyond the


 


15
















 


reasonable control
of the party obligated to perform (collectively, an “Event of Force Majeure”),
shall excuse the performance by such party for a period equal to any such
prevention, delay or stoppage, except the obligations imposed with regard to
Minimum Annual Rent and other charges to be paid by Tenant pursuant to this
Lease, unless expressly provided to the contrary in this Lease.  It is expressly agreed that any other time
limit provision contained in this Lease shall be extended for the same period
of time lost by causes hereinabove set forth.


 


ARTICLE 23


 


Tax
Treatment


 


The respective owners of
the various Improvements shall have the benefit of all depreciation, depletion,
amortization, deductions or allowances related to the Improvements now or
hereafter located on the Demised Premises or Improvements, under the Internal
Revenue Code as amended and under any income or similar or other tax statute
enacted by any applicable local, state, county, federal or other governmental
or taxing authority.


 


ARTICLE 24


 


Indemnification


 


24.1         Hold
Harmless/Indemnity


 


.  Tenant agrees to defend, indemnify and hold
harmless Landlord and its authorized representatives from all damages, except
those damages which result directly from the willful misconduct or gross
negligence of Landlord or its authorized representatives, arising from or out
of any occurrence in, upon, at or from the Demised Premises or Improvements
located thereon, and the occupancy or use by Tenant of the Demised Premises and
the Improvements.


 


24.2         Tenant
shall store its property in or on the Demised Premises or Improvements, and
shall occupy the Demised Premises or Improvements, at its own risk.


 


24.3         Subject
to the provisions hereof, Tenant releases Landlord to the fullest extent
permitted by law, from all claims of every kind resulting in loss of life,
personal or bodily injury or property damage.


 


24.4         Landlord
shall not be responsible or liable at any time for any damage (i) to Tenant’s
merchandise, equipment, Tenant’s trade fixtures or other personal property of
Tenant or (ii) to Tenant’s business, unless such damage shall result directly
from the willful misconduct or gross negligence of Landlord or its authorized
representatives.


 


24.5         Landlord
shall not be responsible or liable to Tenant or to those claiming by, through
or under Tenant for any damage to property or injury to persons that may be
occasioned by or through the acts or omissions of third parties, including,
without limitation, other tenants and their authorized representatives and
customers, invitees and guests.


 


24.6         Tenant
shall give prompt notice to Landlord in case of material fire or accidents in
or around the Demised Premises or Improvements located thereon.


 


16
















 


24.7         In
case Landlord is made a party to any litigation commenced by or against Tenant
and related to the Demised Premises, the Improvements or this Lease against
which Landlord is to be protected by Tenant hereunder, then Tenant, upon
receipt of timely notice from Landlord, shall assume the defense of any such
matters with its counsel (who shall be reasonably satisfactory to Landlord) and
shall indemnify, defend and hold Landlord harmless therefrom and shall pay all
costs, expenses, and Tenants’ attorneys’ fees as a result thereof Landlord may
participate in the defense of such matters with its separate counsel at its
cost.


 


24.8         Notwithstanding
any provision to the contrary contained herein, Tenant shall look solely to the
estate and property of Landlord in and to the Demised Premises in the event of
any claim against Landlord arising out of or in connection with this Lease, the
relationship of Landlord and Tenant, or Tenant’s use of the Demised Premises,
and Tenant agrees that the liability of Landlord arising out of or in
connection with this Lease, the relationship of Landlord and Tenant, or
Tenant’s use of the Demised Premises, shall be limited to such estate and
property of Landlord in and to the Demised Premises.  No properties or assets of Landlord other
than the estate and property of Landlord in and to the Demised Premises and no
property owned by any officer, director, member, manager, shareholder,
representative, partner or employee of Landlord shall be subject to levy,
execution or other enforcement procedures for the satisfaction of any judgment
(or other judicial process) or for the satisfaction of any other remedy of
Tenant arising out of or in connection with this Lease, the relationship of
Landlord and Tenant or Tenant’s use of the Demised Premises.


 


The indemnifications set
forth in this Article 24 shall survive the expiration, cancellation or
termination of this Lease.


 


ARTICLE 25


 


Hazardous
Material


 


25.1         Tenant
acknowledges and agrees that it is relying solely on independent environmental
studies concerning the Demised Premises or Improvements and on no
representations or warranties from Landlord.


 


25.2         Tenant
warrants and agrees that it will not use, maintain, generate, store, treat or
dispose of any Hazardous Materials in or on the Demised Premises and the
Improvements in violation of applicable governmental regulations.  Tenant hereby indemnifies, defends and holds
harmless Landlord from and against any loss, liability, claim or expense,
including, without limitation, cleanup, engineering and reasonable attorneys’
fees and expenses that Landlord may incur by reason of any investigation or
claim of any governmental agency or third party for any actions taken by Tenant,
its agents, licensees, contractors or employees on the Demised Premises and the
Improvements during the term of this Lease. 
Tenant’s indemnity to Landlord under this Section 25.2 shall survive the
cancellation or termination of this Lease.


 


25.3         For
purposes of this Lease, the term “Hazardous Materials” shall mean any
toxic or hazardous waste or substances (including petroleum products) which are
regulated by applicable state or federal environmental laws or regulations.


 


17
















 


ARTICLE 26


 


Ownership of Improvement/

Conditions of Demised Premises at Termination


 


26.1         Title
to the Tenant Improvements shall, during the Term of this Lease, be and remain
vested in Tenant; provided, that Tenant’s rights with respect to the Tenant
Improvements are subject to the terms and limitations of this Lease.


 


26.2         Tenant
agrees that on the expiration or other termination of this Lease, the Tenant
Improvements and the Demised Premises shall become (or continue to be) the
property of Landlord, free from any Leasehold Mortgage, encumbrance, lien or
claim, without any further compensation therefor from Landlord to Tenant or any
Leasehold Mortgagee, encumbrancer, lienholder or other person.  On the expiration or other termination of
this Lease, Tenant shall peaceably and quietly leave and surrender the Demised
Premises and the Improvements thereon to Landlord, in such condition as the
same may be, including wear and tear and obsolescence.  Tenant shall have the right to remove unattached
equipment, furniture, merchandise, Tenant’s trade fixtures and any signs
installed by Tenant (pursuant to Article 11 hereof).  Upon demand, Tenant shall pay for and repair
any material damage to the Demised Premises and Tenant Improvements occasioned
by the removal of said equipment, furniture, merchandise, Tenant’s trade
fixtures and signs.  Any of Tenant’s
equipment, furniture, merchandise, trade fixtures or signs not removed prior to
the expiration of the Term shall be deemed abandoned and Landlord shall be
entitled to keep, use, sell or dispose of the same without liability to Tenant.


 


ARTICLE 27


 


Holding
Over


 


In the absence of any
written agreement to the contrary, if Tenant should remain in occupancy of the
Demised Premises or Improvements after the expiration of the Lease term, it
shall so remain as a tenant at sufferance at triple the rent applicable just
prior to the expiration of the Term, but otherwise subject to all provisions of
this Lease.


 


ARTICLE 28


 


Notices


 


Notices required under
this Lease shall be in writing and deemed to be properly served on deposit
thereof as set forth below if sent by recognized overnight courier or certified
or registered mail to the following:


 


If to
Landlord:


 


1-4 Land Holding Company Limited

Attention:  Donald W. Wallace

6130 Lazy Days Boulevard

Seffner, Florida  33584


 


18
















 


Telecopier
No.:  (813) 246-4999

Telephone No.:  (813) 246-4744


 


With copy to:


 


Bruce Jay Colan

Holland & Knight LLP

701 Brickell Avenue, Suite 300

Miami, FL  33131


 


If to Tenant:


 


Lazy Days’ R V. Center, Inc.

6130 Lazy Days Boulevard

Seffner, Florida  33584

Telecopier No.:  (813) 246-4999

Telephone No.:  (8134) 246-4744

Attn:  Donald W. Wallace


 


With a copy
to:


 


Alliance Holdings, Inc.

723 Electronic Drive, Suite 300

Horsham, Pennsylvania  19044

Telecopier No.:  (215) 706-0877

Telephone No.:  (215) 706-0873

Attn:  David B. Fenkell, President


 


or to any
subsequent address which Landlord and/or Tenant shall designate for such
purpose.  The date of notice shall be the
date on which such notice is deposited in a post office of the United States
Postal Service or with such recognized overnight courier.


 


ARTICLE 29


 


Partial
Invalidity


 


If any term, covenant or
condition of this Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, 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 or unenforceable
shall not be affected thereby and each term, covenant or condition of this
Lease shall be valid and be enforced to the fullest extent permitted by law.


 


19
















 


ARTICLE 30


 


Entire
Agreement - Applicable Law


 


This Lease, the exhibits
and amendments or addendums, if any, attached hereto and forming a part hereof,
set forth all covenants, promises, agreements, conditions, provisions and
understandings between Landlord and Tenant concerning the Demised Premises or
Improvements and there are no covenants, promises, agreements, conditions,
provisions or understandings, either oral or written, between them other than
are herein set forth.  No alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless reduced to writing and signed by each party.  This Lease shall be governed by and construed
in accordance with the laws of the State of Florida.


 


ARTICLE 31


 


Successors
and Assigns


 


The conditions, covenants
and agreements contained in this Lease, shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns. 
All covenants and agreements of this Lease shall run with the land.


 


ARTICLE 32


 


Memorandum
of Lease


 


The parties hereto have,
simultaneously with the execution and delivery of this Lease, executed and
delivered a Memorandum of Lease which Landlord shall, at its sole expense,
cause to be recorded within sixty (60) days following delivery of this Lease
and returned to Tenant by Landlord within sixty (60) days thereafter.


 


ARTICLE 33


 


Right
of First Offer/Right of First Refusal/Option to Purchase


 


33.1         Provided
that this Lease has not been assigned or sublet other than pursuant to Section
13.2 and provided Tenant is not then in default under this Lease, if at any
time during the term of this Lease, or any extension thereof, the Landlord
desires to offer for sale any portion of the Demised Premises or Improvements,
then Landlord shall first offer such property to Tenant.  Landlord’s offer shall contain the purchase
price and other principal terms upon which Landlord is willing to sell such
property.  For a period of thirty (30)
days from the date that it receives Landlord’s offer, Tenant shall have the
right to notify Landlord that Tenant desires to purchase the property being
offered or Tenant may respond by offering to purchase such property as offered
at a certain price specified by Tenant in such notice (“Tenant’s First Offer
Counterprice”).  If Tenant notifies
Landlord that it does not desire to purchase such property, or fails to provide
an affirmative notice that it desires to purchase the property on the terms
offered, then Landlord may proceed with the marketing of such property, and
Tenant shall


 


20
















 


have no further rights of first offer hereunder,
provided that (i) Landlord sells such property for greater than the Tenant’s
First Offer Counterprice, if any, (ii) Landlord enters into a definitive
agreement (subject to appropriate contingencies) within one hundred twenty
(120) days after the date upon which Tenant notifies Landlord that it does not
desire to purchase the property on the terms offered, or, if no such notice is
given, the expiration of the 30-day period described above, and (iii) Landlord
consummates the sale of such property for a price equal to or greater than the
Tenant’s First Offer Counterprice within two hundred and ten (210) days after
the date upon which Tenant notifies Landlord that it does not desire to
purchase the property on the terms offered, and if no such notice is given, the
expiration of the thirty-(30) day period described above.  If the Landlord does not consummate the sale
of such property within such 210-day period, or Landlord desires to sell any
such property for an amount that is less than Tenant’s First Offer
Counterprice, if any, then Landlord shall again offer such property to Tenant
prior to consummating any sale, and the provisions of this Section 33.1 shall
apply as if Landlord had not given the initial notice to Tenant hereunder.  If within such thirty-(30) day period Tenant
notifies Landlord that it desires to purchase the property upon the terms
offered, then the closing of the purchase and sale of such property shall occur
within ninety (90) days of the date of Tenant’s notice.  If Landlord so elects by written notice to
Tenant within such two hundred and ten (210) day period, Landlord may accept
Tenant’s First Offer Counterprice, in which case, Tenant shall purchase the
offered property for the First Offer Counterprice and otherwise on the offered
terms, the closing of which shall occur within ninety (90) days after Landlord
notifies Tenant of its election to accept Tenant’s First Offer Counterprice.  Notwithstanding anything herein to the
contrary, Tenant’s right of first refusal contained in Section 33.2 and
Tenant’s purchase option contained in Section 33.3 shall have no application as
to any transactions consummated by Landlord as to which Tenant has waived its
rights pursuant to this Section, and Tenant shall not be entitled to exercise
its purchase option contained in Section 33.3 during the pendency of any
transaction consummated pursuant to this Section.  Tenant’s election to not set Tenant’s First
Offer Counterprice in accordance with this Section shall be deemed a waiver of
Tenant’s right of first offer as to any transactions consummated by Landlord
within the two hundred ten (210) day period described above, regardless of the
price or terms upon which such sale is consummated.


 


33.2         Provided
that this Lease has not been assigned or sublet other than pursuant to Section
13.2 and provided Tenant is not then in default under this Lease, if at any
time during the term of this Lease, or any extension thereof, the Landlord
receives an offer to purchase any portion of the Demised Premises or
Improvements, that Landlord desires to accept, then Landlord shall provide
written notice of such offer to Tenant. 
Landlord’s notice shall include a copy of the offer received by
Landlord.  For a period of thirty (30)
days from the date that it receives Landlord’s notice, Tenant shall have the
right to notify Landlord that Tenant desires to purchase the property for which
Landlord received an offer upon the same terms and conditions as are set forth
in the offer received by Landlord or Tenant may respond by offering to purchase
such property as offered at a certain price specified in such notice (“Tenant’s
Right of First Refusal Counterprice”). 
If Tenant notifies Landlord that it does not desire to purchase such
property on the offered terms, or fails to provide an affirmative notice that
it desires to purchase the property described in Landlord’s notice on the
offered terms, then Landlord may proceed with the sale of the property,
provided that (i) if the terms of the sale are altered such that the purchase
price is reduced to an amount that is less than 95% of the price offered to
Tenant by Landlord, or (ii) the sale is not consummated within one hundred eighty
(180) days of the date upon which Tenant notifies Landlord that it does not
desire to purchase the property or interest


 


21
















 


described in Landlord’s notice, then Landlord shall
again offer such property to Tenant prior to consummating any sale and the
provisions of this Section 33.2 shall apply as if Landlord had not given the
initial notice to Tenant hereunder.  If
within such thirty (30) day period Tenant notifies Landlord that it desires to
purchase the property upon the terms set forth in Landlord’s notice, then the
closing of the purchase and sale of such property shall occur within ninety
(90) days of the date of Tenant’s notice. 
Landlord may elect by written notice to Tenant within the one hundred
and eighty-(180) day period commencing upon the date of Tenant’s notice to
Landlord of Tenant’s Right of First Refusal Counterprice to accept Tenant’s
Right of First Refusal Counterprice, in which event Tenant shall purchase the
offered property for the Right of First Refusal Counterprice and otherwise on
the offered terms, the closing of which purchase shall occur within ninety (90)
days after Landlord notifies Tenant of its election to accept Tenant’s Right of
First Refusal Counterprice. 
Notwithstanding anything herein to the contrary, Tenant’s right of first
offer contained in Section 33.1 and Tenant’s purchase option contained in
Section 33.3 shall have no application as to any transactions consummated by
Landlord as to which Tenant has waived its rights pursuant to this Section, and
Tenant shall not be entitled to exercise its purchase option contained in
Section 33.3 during the pendency of any transaction consummated pursuant to
this Section.  Tenant’s election to not
set Tenant’s Right of First Refusal Counterprice in accordance with this
Section shall be deemed a waiver of Tenant’s right of first refusal as to any
transactions consummated by Landlord within the 180-day period described above,
regardless of the price or terms upon which such sale is consummated.


 


33.3         Provided
that this Lease has not been assigned or sublet other than pursuant to Section
13.2 and provided that Tenant is not then in default under this Lease, Tenant
shall have the option, exercisable by written notice to the Landlord given at
any time during the term of this Lease, to purchase the Demised Premises and
Improvements on the following terms.  The
purchase price to be paid by Tenant to Landlord at closing pursuant to this
option shall be Forty Million Dollars ($40,000,000.00) if the option is
exercised and the sale is closed within the initial five lease years of the
term, and thereafter the purchase price shall be ten (10) times the Minimum
Annual Rent, including the cost of living adjustment provided for in Article 5,
for the Lease Year in which the sale is closed as determined by the date on
which the purchase price is paid and the conveyance of the Demised Premises and
Improvements occurs.  In the event Tenant
exercises such option, Tenant agrees to use its best efforts to cooperate with
Landlord to cause such purchase and sale of the Demised Premises to be
structured in the manner determined by Landlord and its counsel to reduce, to
the maximum extent possible, Landlord’s resulting income tax liability and
related expenses.  Except as expressly
provided herein to the contrary, the terms of such purchase shall be in
accordance with customary real estate transactions in Hillsborough County,
Florida.  The closing of the purchase and
sale of the Demised Premises and Improvements shall occur within ninety (90)
days after an effective exercise of this purchase option.  The closing shall take place at the Demised
Premises and Improvements unless otherwise agreed by the parties.  The Demised Premises and Improvements shall
be transferred by special warranty deed subject only to such easements,
covenants, restrictions and other matters as are of record on the date thereof,
are created by Tenant, or are approved by Tenant in writing.  Landlord shall have the obligation to cause
any mortgages of record to be released on or before the date of closing, and
the Demised Premises and Improvements shall be transferred free and clear of
any mortgages.  The Tenant shall pay any
documentary stamp or transfer taxes payable in connection with the transfer of
the Demised Premises and Improvements. 
Tenant shall further pay the cost of any title insurance or survey
desired by Tenant, the cost of recording


 


22
















 


the deed transferring the Demised Premises and
Improvements, and any closing or escrow costs. 
Real estate taxes and assessments shall not be prorated, but rather
shall be the sole obligation of the Tenant for periods before and after the
date of transfer.


 


33.4         In
the event of any sale of any portion of the Demised Premises and Improvements
from Landlord to Tenant whether pursuant to Section 33.1, 33.2, 33.3 or
otherwise, Tenant agrees to cooperate with Landlord, upon Landlord’s request,
to structure the transaction in such a manner as to accomplish a like-kind
exchange under Section 1031 of the Internal Revenue Code (or any pertinent
successor to such Section of the Internal Revenue Code), provided that Tenant
shall not be obligated to incur any material additional expense in connection
with such cooperation.


 


33.5         Notwithstanding
anything to the contrary contained in this Lease, Tenant’s rights under Section
33.3 shall be deemed waived and of no further force or effect as to any portion
of the Demised Premises and Improvements which Landlord sells or transfers
without Tenant exercising its rights or options to purchase the subject
property pursuant to Section 33.1, 33.2 or 33.3, it being the intent that
Landlord’s successor to any portion of the Demised Premises and Improvements so
conveyed shall not be subject to Tenant’s purchase option contained in Section
33.3 of this Article.


 


ARTICLE 34


 


Estoppel
Certificates


 


Within twenty (20) days
after request by either party, the other party shall execute and deliver to the
requesting party a written certificate as to the status of this Lease, any
existing defaults, the status of the payments and performance of the parties
required hereunder and such other information that may be reasonably requested.


 


ARTICLE 35


 


Dispute
Resolution


 


Landlord and Tenant shall
in good faith first attempt to resolve any controversy, dispute or disagreement
arising out of or relating to this Lease by face-to-face negotiations by a
person designated by board of directors of Tenant and the person designated by
manager of Landlord.  If any such
controversy, dispute or disagreement is not resolved within thirty (30) days
after such negotiations begin, that controversy, dispute or disagreement shall
be submitted to binding arbitration to be held in Tampa, Florida under the
Commercial Arbitration Rules of the American Arbitration Association.


 


The parties shall attempt
in good faith to agree upon an arbitrator who is knowledgeable in commercial
real estate leasing matters.   If the
parties are unable to agree upon an arbitrator within ten (10) days after the
deadline in the first paragraph of this Article 35 has passed, either party may
file a demand for arbitration with the American Arbitration Association and
arbitration shall proceed in accordance with the Commercial Arbitration Rules of
the American Arbitration Association. 
The decision of the arbitrator shall include findings of fact


 


23
















 


and conclusions of
law.  The decision of the arbitrator
shall be final and binding as to each party. 
The costs of arbitration shall be divided equally between Landlord and
Tenant.  The party against whom the award
is rendered shall pay any monetary award and/or comply with the order of the
arbitrator within sixty (60) days of the entry of judgment on the award.  The nonprevailing party shall be liable for
all attorneys’ fees and costs incurred by the prevailing party should the
nonprevailing party fail to comply with the above (sixty) 60-day deadline and
it becomes necessary for the prevailing party to bring court action to collect
any award rendered in its favor or to seek other court enforcement of the
arbitrator’s order.  Notwithstanding the
foregoing, disputes concerning the payment of rent shall not be subject to
arbitration.


 


ARTICLE 36


 


Miscellaneous


 


36.1         Except
and until as may otherwise be directed by Landlord, Tenant shall maintain Karen
Lundquist, Ron Corbett, Jack Wilson and John Fernandez (and any of their
successors as designed by Landlord) on Tenant’s payroll, continuing to pay such
parties their compensation and other fringes of employment by Tenant during the
term.  Tenant shall also continue to
perform the bookkeeping services for Donald W. Wallace as currently performed
by Tenant’s personnel.  Tenant shall be
entitled to deduct from the monthly installments of Minimum Annual Rent all
costs of such employment incurred and paid by Tenant on a monthly basis.


 


36.2         All
rights and remedies given herein and/or by law or in equity to Landlord are
separate, distinct and cumulative, and no one of them, whether exercised by
landlord or not, shall be deemed to be in exclusion of any of the others.  No failure of Landlord to exercise any power
given Landlord hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Landlord’s right to demand
exact compliance with the terms hereof. 
Receipt by Landlord of any installment of rent or other sums payable
hereunder with knowledge of the breach of any provision hereof, or acceptance
by landlord of partial payments or partial performance, shall not constitute a
waiver of any such breach.  No waiver by
Landlord of any provision hereof shall be deemed to have been made unless made
in writing, and a waiver so given on one occasion shall not be deemed a waiver
on any subsequent occasion.


 


36.3         Landlord
and Tenant each hereby waives all rights to a trial by jury in any claim,
action, proceeding or counterclaim arising out of or in any way connected with
this Lease.


 


36.4         TIME
IS OF THE ESSENCE OF THIS LEASE.


 


36.5         Landlord
and Tenant each represent that they had no dealings with any real estate
broker, finder or other person with respect to this Lease in any manner.  Each party agrees to indemnify, defend and
hold harmless the other against and from any claim or demand for any brokerage
commission or other fees, and all costs, claims, expenses and liabilities in
connection therewith (including, without limitation, attorneys’ fees,
disbursements and actual costs), arising out of any breach of the foregoing representation.


 


24
















 


36.6         Subject
to the arbitration obligations contained herein, in the event suit shall be
brought by either party against the other to enforce any of the provisions of
this Lease, the prevailing party in any such action shall be entitled to
recover from the other party all of its expenses incurred in connection with
such action, including reasonable attorneys’ fees, disbursements and actual
costs.


 


36.7         Landlord
may enter the Demised Premises or Improvements at reasonable hours to exhibit
the same to prospective purchasers, mortgagees or tenants, to inspect the
Demised Premises or Improvements to verify that Tenant is complying with all
its obligations hereunder, to make repairs, alterations or improvements to the
Demised Premises or Improvements (without obligation to perform any of the
same), and to post such notices as Landlord may reasonably desire in order to
protect its rights.


 


36.8         Landlord
hereby assigns to Tenant any and all rights that Landlord has in and to
“Percentage Rent” which is 3% of “Net Merchandise Sales” payable (or as
otherwise calculated) pursuant to that certain Lease Agreement between Landlord
and CWI, Inc.  and dated as of January 4,
1996 (the “Camping World Lease”).  Landlord
further agrees (i) to cooperate with Tenant, at no cost to Landlord, in the
collection of any such Percentage Rent, and (ii) that Landlord shall not agree
to any modifications of the Camping World Lease to the extent that such
modifications would adversely affect the Percentage Rent payable thereunder
without the prior written consent of the Tenant, such consent not to be
unreasonably withheld.


 


36.9         Reference
is made to that certain Credit Agreement dated as of July 15, 1999 (the “Credit
Agreement”) among Tenant and Newcourt Commercial Finance Corporation and
certain other lenders named therein (collectively together with their
successors and assigns, the “Lenders”) providing for the agreement of the
Lenders to purchase the notes of, and otherwise make loans to, Tenant in an
aggregate principal amount of $110,000,000. 
Landlord agrees that, in the event of a bankruptcy reorganization or
similar proceeding in respect of the Tenant, and in the event that under Section
365 of the Bankruptcy Code the Tenant shall reject this Lease, any and all
unsecured claims resulting solely from the Lease rejection (not including
Landlord’s administrative claims for post-petition rents or other post-petition
amounts due Landlord, and not including the Landlord’s claims that accrue if
Tenant assumes the Lease) will be, and the same are hereby, subordinated and
junior to any and all claims the Lenders may have against the Tenant under the
Credit Agreement in such bankruptcy proceeding. 
The Lenders shall be third party beneficiaries of the provisions of this
Section 36.9.


 


25
















 


Exhibit A


 


PARCEL 1:


 


A portion of
the Northeast 1/4 of Section 33, Township 28 South, Range 20 East, and a
portion of the Southeast 1/4 of the Northwest 1/4 of Section 33, Township 28
South, Range 20 East, Hillsborough County, Florida, being further described as
follows:


 


Commence at
the Northeast corner of Section 33, Township 28 South, Range 20 East, and run
along the North boundary of the Northeast 1/4 of Section 33, North 89°55’05”
West, 662.41 feet; thence South 0°17’21” East, 33.00 feet to the Point of
Beginning; thence from said Point of Beginning the following forty-five (45)
courses; 1) South 00°17’21” East, 274.28 feet; 2) South 89°55’07” East, 608.08
feet; 3) South 00°08’04” East, 50.00 feet; 4) North 89°55’07” West, 607.94
feet; 5) South 00°17’21” East, 209.67 feet; 6) South 51°42’23” East, 579.58
feet; 7) South 41 °37’52” West, 526.94 feet; 8) North 89°59’17” East, 66.99
feet; 9) South 41°38’05” West, 390.19 feet to a point of curve; 10) along the
arc of a curve to the right concave to the Northwest radius 380.00 feet, delta
002°34’59”, arc 17.13 feet, chord bearing South 42°55’35” West, 17.13 feet; 11)
leaving said curve South 77°050’15” West, 424.19 feet; 12) South 72°07’36”
West, 100.85 feet; 13) South 69°18’22” West, 101.12 feet; 14) South 77°50’14”
West, 200.00 feet; 15) North 86°38’04” West, 207.12 feet; 16) South n050’14”
West, 349.95 feet; 17) South 63°48’07” West, 103.09 feet; 18) South 77°50’14”
West, 250.03 feet; 19) South 69°18’23” West, 101.12 feet; 20) South 77°50’14”
West, 187.21 feet; 21) North 00°14’15” West, 492.57 feet; 22) North 89°52’26”
East, 119.74 feet; 23) North 04°54’23” East, 497.49 feet; 24) South 67°02’44”
East, 108.74 feet; 25) North 00°24’05” West, 113.74 feet; 26) North 00°14’15”
West, 757.02 feet; 27) South 89°55’05” East, 92.79 feet; 28) North 00°14’15”
West, 210.00 feet; 29) South 89°55’05” East, 360.78 feet; 30) South 00°13’43”
East, 400.00 feet; 31) South 89°55’05” East, 125.00 feet; 32) South 00°13’43”
East, 100.00 feet; 33) South 89°55’05” East, 300.00 feet; 34) North 00°13’43”
West, 100.00 feet; 35) North 89°55’05” West, 100.00 feet; 36) North 00°13’43”
West, 204.00 feet; 37) South 89°55’05” East, 3.00 feet; 38) North 00°13’43”
West, 36.00 feet; 39) North 89°55’05” West, 3.00 feet; 40) North 00°13’43”
West, 160.00 feet; 41) South 89°55’05” East, 364.02 feet; 42) South 00°13’58”
East, 297.27 feet; 43) South 89°56’29” East, 363.40 feet; 44) North 00°13’58”
West, 297.12 feet; 45) South 89°55’05” East, 298.97 feet to the aforementioned
Point of Beginning.


 


LESS THE
FOLLOWING THREE PARCELS:


 


PARCEL A:  (CRACKER BARREL PARCEL):


 


A parcel of
land in the Northeast 1/4 of Section 33, Township 28 South, Range 20 East, Hillsborough
County, Florida, described as follows:


 


Commence at
the Northeast comer of said Section 33, Hillsborough County, Florida; thence
run along the East boundary of the Northeast 1/4 of said Section 33, South
00°14’14” East, a distance of 1318.90 feet to the North boundary of the
Southeast 1/4 of the Northeast 1/4 of said Section 33; thence run along the
said North boundary, South 89°59’17” West, a distance of 609.05 feet to the
Point of Beginning; thence from said Point of Beginning, departing said North
boundary of the Southeast 1/4 of the Northeast 1/4 of Section 33, run the
following six (6) courses: 1) along


 


1
















 


the arc or a
curve to the left, concave to the Southeast, radius 180.00 feet, delta 021°22’42”,
arc 67.16 feet, chord bearing South 20°08’54” West, 66 n feet to a point of
reverse curve; 2) along the arc or a curve to the right, concave to the
Northwest, radius 144.00 feet, delta 032°10’15”, arc 80.85 feet, chord bearing
South 25°32’41” West, 79.80 feet; 3) leaving said curve, South 41”38’05” West,
165.17 feet to a point on a curve; 4) along the arc of a curve to the right,
concave to the Northwest radius 39.00 feet, delta 036°12’26”, arc 24.65 feet,
chord bearing South 59°44’02” West, 24.24 feet to a point of tangency; 5) South
n050’15” West, 396.89 feet; 6) North 00°00’00” East, 353.84 feet to a point on
the said North boundary of the Southeast 1/4 of the Northeast 1/4 of Section
33; thence run along said North boundary North 89°59’17” East, a distance of
576.06 feet to the aforementioned Point of Beginning.


 


ALSO LESS AND
EXCEPT that part conveyed to CFJ Properties, a Utah partnership by Warranty
Deed recorded in Official Records Book 8982, page 1278, and by Quit Claim Deed
recorded in Official Records Book 8982, page 1294, of the public records of
Hills borough County, Florida.


 


PARCEL B:  (CAMPING WORLD MAIN PARCEL):


 


A portion of
the Northeast 1/4 Section 33, Township 28 South, Range 20 East, Hillsborough
County, Florida, described as follows:


 


Commence at
the Northeast corner of Section 33, Township 28 South, Range 20 East, and run
along the East boundary of the Northeast 1/4 of Section 33, South 00°14’14”
East, a distance of 1318.90 feet to the North boundary of the Southeast 1/4 of
the Northeast 1/4 of said Section 33, South 89°59’17” West, a distance of
2258.05 feet; thence South }2°10’51 “ East, a distance of 88.15 feet to the
Point of Beginning; thence from said Point of beginning the following five (5)
courses: 1) North 77°49’09” East, 33.78 feet; 2) South 12°10’51” East, 432.35
Feet; 3) South 77°49’09” West, 330.18 feet; 4) North 10°58’12” West, 432.45
feet; 5) North 77°49’09” East, 287.26 feet to the aforementioned Point of
Beginning.


 


PARCEL C:  (CAMPING WORLD SHOP PARCEL):


 


A portion of
the Northeast 1/4 of Section 33, Township 28 South, Range 20 East, Hillsborough
County, Florida, described as follows:


 


Commence at
the Northeast corner of Section 33, Township 28 South, Range 20 East and run
along the East boundary of the Northeast 1/4 of Section 33, South 00°14’14”
East, a distance of 1318.90 feet to the North boundary of the Southeast 1/4 of
the Northeast 1/4 of said Section 33, South 89°59’17” West, a distance of
2258.05 feet to the Point of Beginning; thence from said Point of Beginning the
following five (5) courses: 1) South 77°49’09” West, 84.59 feet; 2) North
12°10’51” West, 114.00 feet 3) North 77°49’09” East, 202.00 feet; 4) South
}2°l0’51” East, 114.00 feet; 5) South 77°49’09” West, 117.41 feet to the
aforementioned Point of Beginning.


 


PARCEL lA:


 


TOGETHER WITH
a 50 foot ingress, egress easement for the benefit of Parcel 1, as described in
Official Records Book 8982, page 1278, of the public records of Hills borough
County, Florida.


 


2
















 


PARCEL 2:


 


The West 125.0
feet of the East 689.0 feet of the South 400 feet of the North 433.0 feet of
the Northwest 1/4 of the Northeast 1/4 of Section 33, Township 28 South, Range
20 East, Hillsborough County, Florida.


 


PARCEL 3:


 


The West 132
feet of the North 1/2 of the Northwest 1/4 of the Northeast 1/4 of the
Northeast 1/4, Less the North 33 feet thereof of Section 33, Township 28 South,
Range 20 East, Hillsborough County, Florida.


 


AND


 


The East 132
feet of the West 264 feet of the North 1/2 of the Northwest 1/4 of the
Northeast 1/4 of the Northeast 1/4, Less the North 33 feet thereof of Section
33, Township 28 South, Range 20 East, Hillsborough County, Florida.


 


PARCEL 4:


 


The Southeast
1/4 of the Southeast 1/4 of Section 28, Township 28 South, Range 20 East, Less
the East 30 feet and Less the South 33 feet and Less, commence at the Southeast
corner of the Southeast 1/4 of the Southeast 1/4 of said Section 28, run thence
North 89°55’13” West, 34.74 feet, thence North 0°08’13” West, 33 feet to the
Point of Beginning; continue thence North 0°08’13” West, 37 feet; thence South
45°44’18” West, 52.94 feet, thence South 89°55’13” East, 38 feet to the Point
of Beginning for roads, all lying and being in Hillsborough County, Florida.


 


PARCEL 5:


 


The East 99.40
feet of the West 363.40 feet of the North 1/2 of the Northwest 1/4 of the
Northeast 1/4 of the Northeast 1/4 of Section 33, Township 28 South, Range 20
East, Hillsborough County, Florida, Less the North 33 feet thereof for road.


 


PARCEL 6:


 


Lot Beginning
464 feet West of the Northeast comer of the Northwest 1/4 of the Northeast I/4
of Section 33, Township 28 South, Range 20 East, Hillsborough County, Florida,
and run West 100 feet; thence run South 433 feet; thence run East 100 feet; and
thence run North 433 feet; Less the North 33 feet thereof for road purposes.


 


PARCEL 7:


 


Begin 264 feet
West of the Northeast corner of the Northwest 1/4 of the Northeast 1/4 of
Section 33, Township 28 South, Range 20 East, and run thence West 100 feet for
a Point of Beginning; thence run South 193 feet; thence run East 3 feet; thence
run South 36 feet; thence run West 3 feet; thence run South 204 feet; thence
run West 100 feet; thence run North 433 feet; thence run East 100 feet to the
Point of Beginning; Less the North 33 feet thereof for road purposes.


 


3
















 


PARCEL 8:


 


The West 300
feet of the East 564 feet of the South 100 feet of the North 533 feet of the
Northwest 1/4 of the Northeast 1/4 of Section 33, Township 28 South, Range 20
East, Hillsborough County, Florida.


 


PARCEL 9:


 


The North
568.18 feet of the East 766.8 feet of the Southwest 1/4 of the Southeast 1/4 of
Section 28, Township 28 South, Range 20 East, Hillsborough County, Florida.


 


This Policy valid only if Schedule B is attached.


 


4
















 


EXHIBIT B


 


Future Improvements


 


1.             80 sales offices


 


2.             107 service bays


 


3.             Relocation of
campground and increase size to 299 spaces


 


4.             500 display sites


 


5.             New recreation
center for relocated campground


 


6.             Conversion of
current Fleetwood display area to customer parking


 


7.             Conversion of
existing employee parking to customer parking


 


8.             New employee
parking area


 


9.             Filling in existing
retention/wetlands areas and construction of new retention/wetlands area north
of Sligh Avenue


 


5
















 


IN WITNESS WHEREOF,
Landlord and Tenant have duly executed this Lease on the day and year first
above written.


 


	
  Two
  Witnesses:

  	
  LANDLORD: 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
  I-4 LAND
  HOLDING LIMITED COMPANY, 

  
	
   

  	
  a Florida
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
   

  	
  Name:  Erika
  Wallace

  
	
   

  	
   

  	
  Its:  Member  

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
  Name:  Donald
  Wallace

  
	
   

  	
   

  	
  Its:  Member

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  	
  LAZY DAYS’
  R.V. CENTER, INC., a Florida corporation

  
	
  (Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
																



 


6