exv10w9



 





Exhibit
10.9



	 	 	 
	CONTRACT OF LEASE

	 	UNITED STATE OF AMERICA
	 
	 	 
	By: COHN-GOTTLIEB REALTY

	 	STATE OF LOUISIANA
	COMPANY, INC.
	 	 
	 
	 	 
	In Favor of : CATFISH TOWN

	 	PARISH OF EAST BATON ROUGE
	PROPERTIES, a Louisiana

	 	CITY OF BATON ROUGE
	Partnership in Commendom
	 	 






     BE
IT KNOWN, that on the date shown below



     BEFORE
ME, the undersigned Notaries Public, duly commissioned and qualified in and for their
respective Parishes, State of Louisiana, therein residing and in the presence of the undersigned
component witnesses:



     PERSONALLY CAME AND APPEARED:



     COHN-GOTTLIEB
REALTY COMPANY, INC., a Louisiana corporation domiciled in the parish
of East Baton
Kouge, herein represented by its duly authorized and empowered
President, Dr. Isidore Cohn. Jr.,
here-unto duly authorized by a resolution adopted by the Board of Directors of the said
Cohn-Gottlieb Realty Company, Inc., held at its office in the City of Baton Rouge, Louisiana, on
the 26th day of April, 1982, a certified copy of which is attached hereto and made a part hereof,
(hereinafter called “LESSOR”) and



     CATFISH TOWN PROPERTIES, A Louisiana Partnership in commendem, represented by its duly
authorized General Partner, Richard J. Dodson, of age and a resident of Baton Rouge, East Baton
Rouge Parish, Louisiana, whose permanent mailing address is 442 europe Street, (Hereinafter called
“LESSEE”).



     And
said appearors declared that they have entered into and do hereby enter into a contract of lease
in words and figures subjects to the following terms and conditions, to wit:

1. DESCRIPTION OF LEASED PRHISES. Leassor convenants that for and in consideration of the rents
hereinafter stipulted to be paid by Leasee. Lossor has leased, let and demised, and does by
these presents leasee, let and demise to lease, its successors and assigns, the following described
property located in the parish of East Baton Rouge, Louisiana to
[ILLEGIBLE]:



 









 






That
certain square of ground measuring approximately 128 feet by 106.67 feet bounded on the
North by Government Street, on the South by France Street, on the
[ILLEGIBLE] by Natchez Street, and on
the East by St. James Street, and being identified as Block 4-s, lots 1 and 2, BEAUREGARD TOWN,
BATON ROUGC, LOUISIANA, including all building and improvements thereon.



     2. PEACEFUL POSSESSION. Lessor warrants and convenents that it is the sole owner in fee
simple of the hereinabove described property, that it has full right
and authority to make
this lease of the hereinabove described property and every part and
parcel thereof and that
the sold property in unencumbered by any mortage or lion or whatsoever nature which will
prejudice these presents, except such soning restrctions as may by provided by law and this
lease shall be subject to such restrictions. Lessor further covenants
that, if Lessee
should fully observe and perform all of the covenants, conditions and stipulations of this
lease to be by it observed and performed, Lessee will be maintained by lessor in the
peaceful and undisturbed possession and enjoyment of the premises during the term
hereof as is or may be required by law.



     3. DELIVERY OF POSSESSION. Lessor covenants that it will doliver possession of the
lease premises to lessee on the commencement date of this lense.



     4. TERM.
The primary term of this lease shall be seventeen (17) yours, beginning on the
first day of May, 1982.



     5. RENTALS.



     (a) Lessee shall, during the first five (5) years of the primary term of this lese,
pay to the Lessor or Lessor’s agent, at ROSENTHAL &
ASSOCIATES, 751 Court Street (P. O. Box 718),
Port Allien, louisiana 70767, or at such other place as Lessor may, from time to time, in
writing designate, a basic annual rental or FORTY-EIGHT THOUSAND TWO HUNDRED FOURTEEN AND
NO/100 ($48,214.00) DOLLARS cash per year, payable to equal monthly installments on the
first day of each month during the course of the years, for each of said first five (5
years.




	(b)	 	There shall be a reevaluation and increase of the basic annual rent on May 1, of
each 5th year following commencement date of this lease. The first reevaluatio
and increases of the basic annual




2.









 











rental shall be five years after the commencement of this lease or on May 1, 1987 and thereafter a
reevaluation and increases shall be on May 1 of each fifth year thereafter , all as illustrated on
Exhibit C attached hereto. This reevaluation and increase shall be based on the Consumer Price index
(“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners
and clarical workers (including single workers ) all items, groups, sub-groups and special groups of
items” as promulgated by the Bureau of the Labor Statistics of the United States Department of
Labor. If the CPI on the commencement date of this Lease is less then the CPI on the commencement
date of this lease is less than the CPI on the first day of each fifth calender year during the
term or extension hereof, then Leasee shall pay Lessor, in addition ot the basic annual rent, 25%
of the basic annual rent, multiplied by the percentage of increase by which the CPI at the beginning
of each fifth calender year exceeds the CPI on the commencement date of the preceding five year
period. Until the CPI is available for the beginning of any five year period, leasee shall in good
faith estimate the CPI and pay rental based on that estimate until the CPI is available, at
which time the rental for the reminder of that five year period shall be permanantly adjusted and
any difference in amounts paid based on the estimated CPI shall be promptly paid by Lessee or
refunded by lessor. No change in the CPI shall reduce the annual rent below the basic annual rent
for the preceding five year period. In the event that the Bureau of Labor Statistics shall change
the base peiod (now 1967) and commence a new series of index numbers
after this leases comme. ces,
then the new index numbers may be used provided the index number for the month prior to the
commencement date of this loase is adjusted to reflect its true relationship with the index numbers
under the new base period. For example, if the Bureau of Labor
Statistics would have determined to
change the base your and commence a new series of index numbers starting at 100 when the consumer
price index under the 1967 base year reach 300, then the true relationship between the old index
numbers and the new index numbers wound be that the old series must be





3









 




divided by three (3) in order to be used in the same computation with the new index numbers.




     In the event that the CPI (or successor or substitute index) is not available, a reliable
governmental or other non-[ILLEGIBLE] publication evaluating the information theretofore used in
determining the CPI shall be used in lieu of such CPI. Attached hereto as Exhibit A is an example
of how the above calculations are to be made; this example is provided as an illustration of
methodology only.



     (c) On may [ILLEGIBLE] of the thirtieth year following the commencement date of this lease, the
rental payable hereunder shall be totally revised on the basis of an appraisal. The subject
property shall be appraised as warehouse space in its unimproved state (as if Lessee had made no
improvements). In other words, the appraisal shall reflect the characteristics, amenities and
features of the property as of the date of this agreement, and be revised to reflect the market
condition for use as warehouse space at the time of the appraisal contemplated herein thirty years
hence.



     The revised rents for this lease shall be fixed at seventy (70%) percent of the appraised rental
value of the warehouse space of the building. In order to establish this figure, each party hereto
shall appoint a qualified appraiser of real estate to appraise such space. In the event that the
[ILLEGIBLE] fail to reach a mutually agreed upon amount, the two appraisers shall select a third
qualified appraiser, the appraisal of whom shall be final. If no third appraiser can be agreed upon
within thirty (30) days, then the appraised warehouse rental value shall be determined by a court
of competent jurisdiction and the new rent shall be seventy (70%) percent thereof. Attached hereto
as Exhibit B is an example of how the above calculations are to
be made; this example is provided
as an illustration of methodology only.



     In the event that seventy (70%) percent of the appraised rental value is less than the rental
computed in accordance with sub-paragraph (b) above, the rental as determined by sub-paragraph (b)
shall apply.



4.









 





     (d) The rental amount established under sub-paragraph (c) above shall be adjusted every five (5)
years according to the provisions of sub-paragraph (b) above.



     6. OPTIONS TO RENEW. Lessee shall have the right and option of renewing and extending this Lease
for an initial extension of three (3) years and then eight (8) additional periods of ten (10) years
each, on the same terms and conditions [ILLEGIBLE] are set
forth  here  in below in this Paragraph 6.
Such options shall be automatically exercised unless Lessee gives written notice to Lesser of its
intention not to exercise same on or before ninety (90) days prior to the end of the primary term
or the term of the [ILLEGIBLE] effective extension or renewal period, whichever is applicable.



     The basic annual and the additional rentals for each five (5) year period during [ILLEGIBLE]
extension or renewal periods shall be computed under the same formula as the basic annual and the
additional rentals for the second five (5) years of the primary term, adjusted every five (5) years
using the index at the beginning and end of each five (5) year period.



     Attached as Exhibit “C” is an example of the applicable rentals for the seventeen (17) year primary
term, the initial three (3) year extension, and the eight (8) additional periods of Ten (10) years each.



     7. INTEREST ON RENT. Any installment of rent which shall not be paid when due shall bear interest
at the rate of eight (8%) per cent per annum from due data when such payment should have been paid.



     8. LESSEE TO PAY AD VALOREM TAXES. As part of the consideration for this lease and in addition to
the rents and other payments herein provided, Lessee shall, before they become delinquent, pay all
lawful ad valorem taxes, [ILLEGIBLE] forced contributions, and other governmental chargers in the
nature thereof, general and special, ordinary and extraordinary, of every nature and kind
whatsoever, which may be levied, [ILLEGIBLE] or imposed upon the leased premises or any building or
other improvements hereafter created on the leased premises, but not further or otherwise, it being
the intent hereof that Lessee is obligated to pay only such taxes, levies and [ILLEGIBLE] as may be
directly




5.










 




levied,
assessed or imposed upon or against said leased Premises and any building hereafter
created or other improvements hereafter made on the leased premiers; provided, that such taxes for
the first year of this lease and for the last year of the lease or extension or renewal, as the
case may be, shall be protected between Leasor and Lessee based on their respective periods of
occupancy. Nothing in this lease contained shall require Leases to
pay any franchise tax, gift tax, estate tax, inheritance tax or other death tax or capital levy or transfer tax levied or
assessed against Lessor on any income, excess profits, or revenue tax or any other tax assessment,
charge or levy of Lessor upon the rents payable by Lessee under this
lease, and if Lessee is
required by law to pay any of the same, Lessor shall reimburse Lessee with interest at the rate of
eight (8%) per cent per annum, or any sum so paid may be
deducted from the rents due hereunder.




     9. PRIORITY
OF LEASE AND RIGHT OF FIRST REFUSAL. Leasor covenants that in case
Leasor shall at any
time hereafter alternate or encumber the leased premises or any part or parcel thereof, such
sale or encumbrance shall be made expressly subject and subordinate to the provisions of this lease
and to the rights of Lessee hereunder. If at any time during the primary term of this lease or any
renewal period, and provided Lessee is not in default of this lease. Leaser should elect to sell the
property or receive an after from a third party. Lessor shall, before it sells all or any portion
of the property, give Lessee in writing the option to purchase the property or portion thereof on
the same terms and conditions. Such option must be exercised by Lessee by notice in writing within
forty-five (45) days and the closing must take place within thirty (30) days after the date of such
notice. If Lessee falls to exercise such option or to close the sale
timely, Lessor shall be free to
sell the property on those same terms and conditions, but subject to this lease.



     10. HOLD
HARMLESS. Lessee will at all times during the term of this lease have
harmless lessor and the leased premises and the improvements thereon
from all taxes, assessments, forced
contributions and charges provided in paragraph 8 hereinabove to be
paid by Lessee,



6









 







and from all
liens and penalties in conjuction therewith, and from all public requirements with respect to
the construction, reconstruction, maintenance or repair of streets and [ILLEGIBLE] adjacent to the
leased premises; and upon written application of Lessor, Lessee shall
furnish to Lessor for
inspection and such other use as may be proper for the protection of
Lessor’s interest in the leased
premises, written evidence that any and all of the taxes, assessments, forced contributions and
charges hereinabove set forth in Paragraph 8 hereof to be paid by Lessee have been duly satisfied
and paid, or otherwise discharged.



     Nothing herein contained, however, shall be construed as preventing or interfering with the
contestation by Lessee, at its own expense, of any tax, assessment,
forced contribution,  charge,
lien or claim or any kind in respect to the Leased premises or any building or other improvement,
now or hereafter situated thereon, which may be considered by lessee to be unlawful or excessive,
and for that purpose leaser may [ILLEGIBLE] or defend, in
its own name or in the name of Lessor, an
the same any require, but the Lessee shall, if the Lessor in writing required the same, furnish
reasonable security for the payment of all liability, counts, and expense at the end of the
litigation, and Lessee, so long as the matter shall remain undetermined by final judgment, shall
not be considered in default hereunder for the nonpayment thereof; provided, however, that Lessee
may not, under the provisions of this paragraph permit the leased
premises or any building or
other improvement now or hereafter situated thereon to be sold or
forfeited, any sale or
forfeiture shall be deemed to be a default hereunder.



     11. LESSEE TO COMPLY WITH LAW. During the term hereof Lessee shall conform to and observe all laws,
ordinances, rules and regulations of the United States of America, State of Louisiana and the
Parish of East Baton Rouge, and all public authorities, boards or offices [ILLEGIBLE] to the
leased premises or the improvements upon same, or the use thereof, and will not during said
term permit the same to be used for any illegal or immoral purpose, business or occupation;
provided that nothing herein contained shall be construed as preventing or interfering with the
contestation by Lessee, at its own expense, of




7









 




any such law or ordinance, and for that purpose Lessee may sue or defend, in its own name or in
the name of Lessor, as the case may require, but Lessee shall, if Lessor in writing requires same,
furnish to Lessor reasonable security for the payment of all liability, costs and expense at the
end of litigation, and Lessee so long as the matter shall remain
undetermined by final judgment, shall not be considered in default in the nonobservance
thereof.




     12. OBLIGATION
OF LESSEE TO DEVELOP LEASED PREMISES. Lessee herby agrees that it will go
forward with the renovation and development of the property herein leased for commercial
office, retail store, restaurant purposes as soon as practical and lessee further agrees
that upon undertaking the construction of any renovation, and development work, and upon
completion of same that it will be free of machanics, contractors’, subcontractors’,
[ILLEGIBLE] laborers, and other lions or the possibility thereof. Lessee further agrees not
to commence construction of any development on said property until such time as Lessee
shall have furnished to Lessor certificates of Owners, Landlords and Tenants and
construction Liability insurance, with minimum policy limit of $500,000 per occurrence,
naming Lessor as an additional insured party at interest. All such certificates shall
contain a provision whereby the Lessor shall have entitled to ten (10) days notice of
cancellation. Lessor shall have the right to review and approve all plans and
specifications prior to the commencement of any such work. Upon submission by Lessee of
plans and specifications, Lessor shall have twenty (20) days to notify Lessee of any
objection. After the twenty (20) days period has elapsed and Lessee has not been notified
in writing of any specific objection. Lessee may unequivocally assume that Lessor has
approved the plans and specifications. Lessor’s approval shall not be unreasonably
withhold.



     13. LESSEE TO MAINTAIN INSURANCE. Lessee covenants and agrees that Lessee will throughout
the term of this lease, at Lessee’s cost and expense maintain
the Oweners’, Landlord and
Tenants insurance described in Paragraph 12 and will keep all buildings and improvements




8









 




on the leased premises insured in good and solvent insurance companies, legally authorized to
transact business in the State of louisiana, against damage or destruction by fire, or other
hazards covered by normal extended insurance coverage, subject to the usual and customary
exclusions and limitation, in an amount equal to 80%, or the maximum obtainable, of the insurable
value of said buildings and improvements, with the addition of a replacement cost endorsement.
However, if insurance coverage is not available in the amount set forth hereinabove, then Leasee
covenants and agrees that it will at all times, at its cost and expense, keep all buildings and
improvements on the leased promises insured in the maximum amount obtainable. Leasee covenants and
agrees that it will not do or omit to do anything which would [ILLEGIBLE] the insurance hereinabove
in this paragraph provided for, or which would provent the obtaining thereof. Leasee will carry its
policies of insurance with leasor also named as an insured and will furnish Lessor with
certificates of insurance upon request for same. All such certificates shall contain a provision
whereby the Lessor shall be entitled to ten days notice of cancellation.




     Lessor and Lessee agree that in the event of any loss or damage to the building on the leased premises, or of the contents,
improvements, [ILLEGIBLE] or equipment of Lessee located therein, by fire or any other [ILLEGIBLE]
which Lessor and Lessee have insured against or have obligated themsolves under this lease to
insure against, regardless of the cause thereof, and whether or not the same be caused by the
carelesness or negligence of Lessor or Lessee, their respective servants, employees, agents,
invitees, visitors or licensees, neither Lessor, Lessee nor their respective insurance carrier
shall have any right of subrogation over or against the other, their servants, employees, agents,
invitees, [ILLEGIBLE] and licensees, for any such damage or loss so sustained. Neither Lessor nor
[ILLEGIBLE] shall be under obligation to pay any amount to the other, its successors or assigns, or
to pay any amount to the insurance company insuing the policy of insurance for the amount of
insurance of damages even though the loss or damage is caused by the negligence of the other, its
agents, servants, invitees, employees,



9.









 




visitors or licensees. Leasor and leasee shall each cause its respective insurance carrier of
carriers to waive rights of subrogation in conformity with the terms of this lease and shall
promptly furnish each other with proper endorsements or appropriate evidence with respect thereto.




     14. Lessee TO COMPLY WITH LAWS, ORDINANCES, ETC. IN DEMOLITION OR CONSTRUCTION WORK. In the
demolition, excavating for, and construction of any building or buildings, on the premises covered by
this lease, and in the removing, rebuilding, repairs, altoring,
addition to or extending any party walls and foundations, Lessee will conform to and observe all
laws, applicable thereto, and will further protect all buildings on adjacent premises to the extent
required by laws, ordinances, building codes, rules and regulations, and at all times will keep
leasor and the premises hereby leased indemnified against and discharged of any charge or liability
in favor of the owners of such adjacent premises arising out of such operations by Lessee, and will
pay and discharged all liability and damages occasioned to any person or persons resulting from
such demolition, excavation or construction or from such removing, rebuilding, repairing, altering,
addition or extending any such party walls foundations.



     15. Lessee TO HOLD Lessor HARMLESS AGAINST LIENS, JUDGMENT OR ENCUMBRANCES. Lessee will indemnify
and hold harmless Lessor from and against the payment of all loss, damages, legal costs and
charges, inclusive of counsel fees, by Lessor lawfully and reasonably incurred or expended in or
about the prosecution or defense of any suit or other proceeding in the discharging of the lessed
premises, or any party thereof, from any lien judgement or encumbrance created, or permitted to be
created, by Lessee upon, or against the same or against Lessee’s leasehold estate (except mortgage
liens placed on such leasehold estate by Lessee), and also any costs and charges, inclusive of
counsel fees, incurred on account of proceedings by Lessor in obtaining [ILLEGIBLE] of the premises
covered by this lease after the termination of the lease by [ILLEGIBLE] or otherwise.




10.









 





     16. LESSEE
TO KEEP BUILDING IN REPAIR. Losses shall at all times during the term of this
lease, and at its own expense, keep all buildings and improvements situated on the premises covered
by this lease, except for the structural components of the roof and the exterior walls, in good
order, condition and repair, ordinary wear and tear excepted, and shall at all times save and keep
Lessor free and harmless from any and all damages or liability, occasioned by any act or neglect of
Lessee, or any agent or employee of Lessee or any tenant or person holding under Lessee, and shall
indemnify and save harmless Lessor against and from any loss, costs, damage and expenses arising
out of or in connection with the erection of any building or Improvement upon said premises, or out
of any accident or injury to any person or damage to property, whomsoever and whatever, due
directly or indirectly to the use of said premises, or any part thereof, by Lessee, or any other
person or persona holding under Lessee, unless such accident, injury or damage results from the
active negligence or willful act of Lesser. For purposes of clarification, attached [ILLEGIBLE]
Exhibit D are examples of the type of roof and exterior wall maintenance required by [ILLEGIBLE]
and Lessor.



     17. LESSOR MAY PAY TAXES, INSURANCE PREMIUMS, ETC., FOR LESSEE’S ACCOUNT. In case of any
default on the part of Lessee in the payment of any taxes, assessments, forced contribution,
public charges or premiums on insurance, or the payment of any amount herein provided to be paid
(other than amounts payable as rents) or in procuring insurance as  herein provided,
Lessor say, on behalf of Lessee, make any such payment or payments, or procure any such insurance,
and Lessee covenants thereupon to reimburse and pay Lessor any amount reasonably so paid and
expended (with interest thereon at the rate of eight (8%) percent per annum from the date of the
payment [ILLEGIBLE] made until paid by Lessee) on the date on which the next, installment
of rent shall be payable. Any demand for rent or other payment made
on lesses, after the same
shall have become due and payable, shall have the same force
and affect as though made at the time of its becoming due and payable.




11









 





     18. SALE, ASSIGNMENT OR SUBLEASE OF LEASE. So long as Lesses shall not be in default of
any of its obligation under this lease agreement, it shall have the
full right to sell or assign
this lease to any other person, firm or corporation capable of
accepting such sale or assignment. No
Sale or assignment shall be made of lease than the whole or the lease for the whole unexpired term
thereof. The right to sell of assign this lease conveyed herein and the right to sublease the whole
of the leased premises is conditioned upon first obtaining approval
in writing to such sale,
assignment or sublease from Lessor, provided, however, that Leasor may
not arbitrartly refse to
approve and accept a bona fida purchaser, assignee or subleases of
good character and sound
financial standing. Leases notwithstanding such sale or assignment, shall remain liable for the
payment of the monthly rents and other charges stipulated by this
lease for the remainder of the
primary term or renewal and the performance and observance of all of the covenants, conditions, and
stipulations herein give expressed, and contained on the part and
behalf of Lease to be performed
and observed. Any purchaser or assignee of Lessee may, subject to the provisions hereof and upon
the same terms and conditions, sell or Assign the leasehold, and like subsequent saler or
assignments may be made from time to time by any one or any time
holding the leasehold.



     Lessee
shall have the right to sublease fron time to time and at any time any part of the
premisis covered by this lease, provided It is less than (he whole of the leased premlses and/or
any part of Che buildings or other improvements thereon to any person, tin or corporation
capable of taking such sublease upon such terms, stipulations, and conditions as Lessee any
determine. The right of Lessee to sublease a part of the leased preiace and/or buildings located
therton la not conditioned on the prior consent or permission of Lessor.



     Any such sole, assignment or sub-lease shsll be made subject to nil of the provisions
contained in this loose.



     19. LESSOR TO JOIN IN APPLICATIONS FOR PERMITS, LICENSES, ETC. Lessor agrees that within ten
(10) days after the receipt of written request from Lessae it
will join in any and all application
for



12









 




permits, licenses, zoning classification changes, designation of the property as an historical
site, or other authorisations required by any governmental or other body claiming Jurisdiction in
connection with any work or repair and/or alternations and changed or
direction which Lessee may do
hereunder, and will also join in such applications for electric, telephone, gas, water, sewar and
other public utilities and facilities as may be reasonably necessary in the operation of the
premise covered by this lease or of the buildings and improvements
that may eracted thereon.




     20. LESSEE ENTITLED TO SALVAGE. All material and salvage resulting from any repair,
Alteration or change shall become and be the property at Lessee without payment of any
compensation therefor to Lessor.



     21. RIGHTS OF LESSEE NOT LIMITED BY ENUMERATION. The foregoing and succeeding enumeration of
rights of Lessee is not intended in anyway to limit or restrict the rights of Leasee to those
listed or enumerated in this lease agreement, but to the contrary it is expressly recognized that
Lessee shall have all of the rights and privileges granted to it in any part of this lease or to
which it would otherwise be entitled by law if not herein specifically denied.



     22. RICWT OF LESSEE TO MORTGAGE LEASEHOLD. Lessee at any time and from
time to time as it any see fit, subject always to the terms and conditions of
this lease, in any legal manner, mortgage or otherwise hypothecate
its lease hold
estate and/or its interest or rights hereunder or any part thereof for a period not
extending beyond the term of this lease plus any renewals thereof. Lessee will deliver the
leased premises to the Lessor free and clear of all mortgages and encumbrances at the end of the
terns of this lease,



     23. EFFECT
OF WAIVER OF BREACH. No waiver of any condition or covenant in this
instrument contained, or of any breach thersof, shall be taken to constitute a waiver
of any subsequent breach. No payment by leasor, in case of default an
the part of Lessee
in time respect, of any taxes, assesment public charges, or premium of Insurance of the
paypant of any amount herein provided to be paid other then rents, or




13










 




in the procuring of insurance as hereinabove provided, shall constitute or be construed as a
waiver on condonance by Lessor of the default of Lessee in that respect.




     24. LEASE
NOT AFFECTED BY DAMAGE OR DESTRUCTION OF BUILDING. Except as provided below, no damage to
or destruction of any buildings or building hereafter located on the premises covered by this lease
by natural disaster, fire or other casualty shall be taken to entitle Lessee to surrender
possession of the premises covered by this lease, or to terminate this lease, or to have an
abatement or any part of the rents, the laws of the State of Louisions to the contrary
notwithstandings: and neither party hereto shall be released, by reason of the damages or
destruction of any such building or buildings on the premises covered by this lease, from the
obligations created or imposed by virtue of this lease.



     However, if the buildings on the leased premises are totally destroyed by a natural disaster or by
fire, casualty, or any other cause during the last twelve
(12) years of the primary term or the
last five (5) years of any renewal term to such an extent that at least seventy (70%) percent of
the normally useable floor space is not useable, then Lessee may terminate this lease in lieu of
rebuilding the leased premises provided that all mortgages and other encumbrances on the leasehold
interest are paid in full, and further provided that the leased premises are leveled and cleared of
all debris by Lessee. Should Lessee terminate this lease as permitted by the preceding sentences,
all outstanding encumbrances created by Leases shall be first paid out of any insurance available
to cover the loss, and the balance, if any, of the available insurance shall then be divided
between Lessor and Lesses in the following manner: Lessor shall receive a portion equal to present
value of the income stream of the unexpired term of the lease. Leases shall receive the balance of
the insurance proceeds.



     25. SERVICES
OF NOTICES. All notices, demands and requests  which may or are required to be given by
either Party to the other shall be in writing. All notices, demands and requests by Lessor to
Leases



 14.









 







shall be deemed to have Loan property give if served personally on Leases or if sent by United
States certified mail, postage prepaid, addressed to Lesses at 442 Europe Street, Baton Rouge, LA
70802, or at such other place as Lesses may from time to time designate hereafter in a written
notice to Lessor. All notices, demands, and requests by Lessee to Lessor shall be deemed to have
been properly given, if served personally on an officer of Lessor or if sent by United States
certified mail, postage prepaid, addressed to Lessor c/o Rosenthal & Associates, 751 Court Street
(P. O. Box 718), Port Allen, LA 70767, or at such other place as Lessor may from time to time
hereafter designate in a written notice to Lessee.



     26. EXPROPRIATION
OF LEASED PREMISES. In case any part of the premises covered by this
lease loss
then the whole shall be taken under the power of eminent domain, this lease shall not be
terminated, but from and after the date on which Lessee shall have been to deprived of the
possession of any part of the premises covered by this lease, the rent thereafter payable under the
provisions of this lease shall be reduced in the proportion which the value of the land and
improvements so taken bears to the value of the land and improvements subject to this lease.



     In the event that Lessor and Lessee cannot agree upon the amount of such reduction, it shall be
fixed by arbitration or by a Court of competent jurisdiction.



     In the event of disagreement, Lessee shall, until the amount of the reduction has been so fixed by
arbitration, continue to pay the full amount of rent which would be due under the provisions of
this lease in the absence of any taking under the power of eminent domain less an undisputed
reduction, subject to retroactive adjustment of such rent back to the date on which Lessee shall
have been so deprived of possession to conform to the decision of the arbitrators, and Lessor shall
promptly, after the rendition of such decision, refund to Lessee the amount of reduction in rent as
determined in such decision of the arbitrators.



 15.









 





     In case the whole of the premises covered by this lease shall be taken under the power of eminent
domain, or as a result of a taking of a portion of the property, it renders the property unsuitable
for its intended purpose, then Lessee has the option to terminate the lease effective as of the
date of the expropriation. If Lessor and Lessee cannot agree whether the property has been rendered
“unsuitable for its intended purpose” a determination thereof shall be made by a Court of competent
jurisdiction.



     In the event of any taking under the power of eminent domain, Lessor shall be entitled to receive
the portion of the award attributable to the present value of the income stream of the unexpired
term of the lease of which Lessor has been deprived by said action of  eminent domain, Lessee
shall be entitled to recover the portion of the award representing its leasehold rights and the
fair market value of leasehold improvements. If there is any portion of the award left after
payment to the Lessor and Lessee as above mentioned it shall be paid to Lessor.



     If at the time Lessee is entitled to receive any such award, Lessee shall be in default in the
observance or performance of any of the covenants in this lease contained, there shall be deducted
from the award otherwise payable to Lessee and added to the award to be received by Lessor such
amount an may be required to satisfy and cure much default. It is further understood between the
parties hereto that should Lessee elect to terminate this lease pursuant to the provisions of this
paragraph, then in that even all outstanding Lessee encumbrances shall be first paid out of any
expropriation award for the leasehold interest.



     27. DEFAULT CLAUSE. (1) In case default be made by Lessee at any time in the due payment of any
installment of rent or in the due payment or any other non payable by Lessee to Lessor under the
provisions hereof, and such default shall continue for a period of thirty (30) days after written
demand by Lessor, or (2) if default shall be made by Lessee in the due observance and performance
of any other covenant, condition, or stipulation herein agreed by Lessee to be by it



 16.









 







observed or performed, and such default shall continue for a period of thirty, (3) days from date
of written notice by Lessor to Lessee detailing the particulars of such default and requiring it to
make good any such last mentioned default, then and in any such event described in (1) or (2)
hereinabove. Lessor at any time thereafter shall have the full right, at its election to enter in,
into, and upon the premises covered by this lease and take possession of the same together with all
buildings and improvements thereon, and from time of such entry, this lease shall become void and
of no effect and Lessor may enter upon, take possession, hold and retain the said premises and all
buildings and improvements thereto as of its first or former estate, and this lease shall be
forfeited to Lessor, and Lessor may bring suit for and collect all the rents, taxes, assessments,
charges, liens, penalties and damages including damages to Lessor by reason of such breach or
default on the part of Lessee which shall have accrued up to the time of such entry, and Lessor
may, if it elects so to do, bring suit to collect all such rents, taxes, assessments, charges,
liens, penalties and damages in the event of any default as aforesaid
without voiding this leasee:
provided, however, that any mortgagee of any leasehold internet under this lease, who Lessor has
agreed to notify in case of default, may avoid forfeiture of this lease as herein provided by
satisfying and curing, within a period of thirty (3) days, as the case may be, after written demand
upon it by Lessor, the default consequent whereon such right of forfeiture shall accrue. All things
so done and performed by such a mortgagee to cure a default by Lease shall be effective to prevent
a forfeiture of the rights of Lessee under this lease as the same would have been if done and
performed by Lessee instead of a mortgagee.



     If Lessor considers that Lessee has failed to comply with one or more of its obligations hereunder,
either expressed or implied, and whether the alleged breach be either active or passive, and Lessor
undertaken to give Lessee written notice of default as provided for herein, Lessor shall in said
written notice set out specifically in what respects Lessor claims Lessee has breached this lease.
If within




 17.









 




thirty
(30) days days, as the case may be, after receipt of such notice Lessee shall Meet or
commence to meet the breaches alleged by Lessor. Lesses shall not be
deemed in default hereunder.
Tho service of written notice with itmized and particularized allegations of breach, and the lapse
of thirty (30) days. at the case may be, without Lessee’s meeting or commencing to meet the
alleged breaches shall be a condition precedent to any action, be it legal or otherwise by Lessor
on this lease.




     28. LESSOR TO HAVE TITLE TO BUILDINGS AT TERMINATION. Upon the
termination of this lease by forfeit or lapse of time or for any cause
whatsoever (except for failure of Lessor’s title) Leesse will at once
surrender the above described premises, together with all buildings and
Improvements thereon but excluding any trade fixtures. furniture,
furnishings, leasehold Improvement not permanently attached and other
Movable property, and all the buildings and improvements then standing
upon said premises shall belong to Lessor, and no compensation shall be
allowed or paid therefor. Leasse shall have thirty (30) days after
termination to remove movable property as above set forth.



     29. REMOVAL
OF TRACKAGE. Lessor will not object to removal or
all or a portion of any roilroad trackage serving the property whether
on the lessed premises on adjacent, public streets, or elsewhere.



     30. USE
OF SINGULAR OR PLURAL, MASCULINE, FEMININE OR NEUTER
GENDER. Any word herein importing the singular number shall at well
include the plural, and any pronoun Importing gender shall as well
include the masculine, Feminine or neuter gender.



     31. PURPOSE OF ARTICLE CAPTIONS. It is agreed that the article
captions contained in this instrument are inserted meraly for the
purpose of convenience in reference, and that such article captions
shall be in no way construed as forming part of this lease or in any
way limiting or qualifying the provisions hereof.



     THUS DONE AND PASSED on the day, Month and year hereinafter net forth, in the City of Hew
Orleans, Louisiana, and in the City of Baton Rouge respectively in the presence of the
undersigned competent















 




Witnesses residing in said Cities, and in the presence of the undersigned Notaries Public,
after due reading of the whole.




	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	 	 	COHN-COTTLIES REALTY COMPANY, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By:
	 	/s/ Dr. Isidore Cohn, Jr.,
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Dr. Isidore Cohn, Jr.,
President	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]	 	 	 	CATFISH TOWN PROPERTIES, A Louisiana	 	 
	 	 	 	 	Partnership in [ILLEGIBLE]	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By:
	 	/s/ Richard J. Dodson	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard J. Dodson,
General Partner	 	 






 19.









 







STATE OF LOUISIANA



PARISH OF ORLEANS




     BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: [ILLEGIBLE]
who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the
foregoing instrument and that the same was signed by LESSOR, COHN-COTTLIES REALTY COMPANY, by its
President, Dr. Islidore Cohn, Jr. in the presence and in the presence of the other
subscribing witness.



	 	 	 	 	 
	 

	 	[ILLEGIBLE]
	 	 
	 

	 	 	 	 





     SWORN
TO AND SUBSCRIBED before me, Notary Public, on this 26th day of April, 1982 at New
Orleans, Louisiana.



	 	 	 	 	 
	 

	 	[ILLEGIBLE]	 	 
	 

	 	 	 	 
	 

	 	Notary Public
	 	 






 20.









 






STATE OF LOUISIANA




PARISH OF WEST BATON ROUGE




BEFORE ME, the undersigned Notary Public, on this day
personally came and appeared: [ILLEGIBLE],who, being by me duly sworn, stated under oath that he was one of the subscribing witnesses to the
foregoing instrument and that the same was signed by LESSEE, CATFISH TOWN PROPERTIES, A Louisiana
partnership in [ILLEGIBLE] by its general partner Richard J. Dodson, in his presence and in the
presence of the subscribing witness.




	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]
	 	 
	 

	 	 	 	 
	 

	 	[ILLEGIBLE]
	 	 





     SWORN
TO AND SUBSCRIBED before me, Notary Public, on this 26th day of April, 1982, at [ILLEGIBLE],
Louisiana.



	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]
	 	 
	 

	 	 	 	 
	 

	 	Notary Public	 	 






 21.