[Jeep-Eagle]
LEASE
Between
STEVE LANDERS, JOHN LANDERS AND BOB LANDERS
Lessor,
AND
LANDERS AUTO SALES, INC.,
Lessee.
Premises:
County of Saline, Arkansas
Lease Date:
August 1, 1995
LEASE
THIS LEASE (this "Lease"), dated as of the 1st day of August, 1995,
is made by and between STEVE LANDERS, JOHN LANDERS AND BOB LANDERS, all of whom
are individuals residing in Benton, Arkansas (collectively, "Lessor") and
LANDERS AUTO SALES, INC., a corporation organized under the laws of the State of
Arkansas, having an address at Congo Exit 118 (7800 Alcoa), Highway I-30,
Benton, Arkansas 72015 ("Lessee").
RECITALS
A. Lessor is the owner of the Demised Premises (hereinafter defined).
B. Lessor desires to lease to Lessee, and Lessee desires to lease from
Lessor, the Demised Premises.
NOW, THEREFORE for good and valuation consideration, the receipt and
sufficiency of which are hereby acknowledged, Lessor and Lessee agree as
follows:
ARTICLE I.
PREMISES
1.1. DEMISED PREMISES. Lessor hereby leases to Lessee, and Lessee
hereby leases from Lessor, for the Term (hereinafter defined), at the rental,
and upon all of the terms, covenants and conditions set forth herein, the
following (collectively, the "Demised Premises"):
(a) that certain real property located in Township 1 South,
County of Saline, State of Arkansas, described in Exhibit A attached hereto
and made a part hereof, together with any buildings and improvements now or
hereafter located therein or thereon, including, without limitation, the
Jeep-Eagle automobile dealership, showroom and service facility currently
located thereon (collectively, the "Real Property");
(b) All right, title and interest, if any, of Lessor in and to
any land lying in the bed of any street, road or avenue, open or proposed,
in front of or adjoining the Real Property to the center line;
(c) All right, title and interest, if any, of Lessor in and to
any strips and gores of land adjacent to, abutting, or used in connection
with the Real Property, and in and to easements, if any, enuring to the
benefit of the Demised Premises or the fee owner;
(d) Any appurtenances and hereditaments belonging or in any wise
appertaining to the Real Property; and
(e) Any and all personal property located at the Real Property
owned by Lessor and used in connection with the operation of the Real
Property as an automobile dealership and related uses; and
(f) Any and all leases, tenancies and occupancy agreements in
any way affecting the Real Property.
1.2. COMMON AREAS. Lessee shall have, as appurtenant to the Demised
Premises, the non-exclusive right to use the Common Areas (hereinafter defined)
of any improvements in common with others, subject to the terms and conditions
of this Lease. For purposes of this Lease, "Common Areas" shall mean,
collectively: the sidewalks, driveways, if any, entrances, parking areas,
passages, and other portions of the improvements and/or the land shown on the
site plan, that Lessor makes available from time to time for the common use of
lessees of the improvements.
ARTICLE II.
TERM
2.1. INITIAL TERM. The term of this Lease, (as the same may be
extended, the "Term") shall commence on the date hereof (the "Commencement
Date"), and shall continue for a period of twenty (20) years thereafter (the
"Initial Term").
2.2. RENEWAL OPTIONS. Lessee shall have the option to extend the Term
on all of the terms and provisions contained in this Lease, except for the
payment of rent which is to be negotiated by the parties hereto, for two (2)
successive five (5) year renewal periods (each, a "Renewal Period") following
the expiration of the Initial Term of this Lease, by giving written notice to
Lessor of the exercise of this option to extend the Term not later than ninety
(90) days prior to the expiration of the Initial Term or the first Renewal
Period, as the case may be.
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ARTICLE III.
RENT
3.1. FIXED RENT.
(a) Lessee shall, during the Term, pay to Lessor at such place
as Lessor shall designate in writing, from time to time, annual fixed
rental in the amounts set forth on SCHEDULE A attached hereto and made a
part hereof, subject to adjustment as set forth on SCHEDULE A (hereinafter,
the "FIXED RENT").
(b) The Fixed Rent shall be payable monthly in advance on the
first day of each month in equal monthly installments equal to one-twelfth
(1/12) of the Fixed Rent.
(c) Fixed Rent for any period during the Term which is for less
than one calendar month shall be prorated based on the number of calendar
days in such calendar month that falls within the Term.
3.2. ADDITIONAL RENT. Lessee shall, during the Term, pay to Lessor
at such place as Lessor shall designate in writing, from time to time, and,
except as expressly provided herein, without offset, counterclaim, defense or
demand thereof, additional rent ("Additional Rent") consisting of all other sums
of money that become due from Lessee and payable to Lessor hereunder. Fixed
Rent and Additional Rent are hereinafter collectively referred to as "Rent".
ARTICLE IV.
INTENTIONALLY OMITTED
ARTICLE V.
USE
The Demised Premises shall be used for the operation of automobile dealerships
and ancillary business thereto, general office purposes and/or any other lawful
purposes. Lessee shall obtain, at its sole cost and expense, all licenses,
approvals and permits required for Lessee's use and occupancy of the Demised
Premises. Lessee shall not use or permit the use of the Demised Premises, in
violation of any applicable law, statute, ordinance, code, rule, regulation
order or decree, of any hazardous, toxic
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or dangerous waste, substance or material defined as such in the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act, any so-called "Superfund" or "Superlien" law, or
any other federal, state or local statute, law, ordinance, code, rule,
regulation, order or decree regulating, relating to, or imposing liability or
standards of conduct concerning, any hazardous, toxic or dangerous waste,
substance or material, as now or at any time hereafter in effect.
ARTICLE VI.
COMPLIANCE WITH LAW
6.1. LESSOR REPRESENTATIONS. Lessor represents and warrants to Lessee
that during the Term, the Demised Premises shall, but without regard to the use
for which Lessee will use the Demised Premises, comply with all applicable laws,
statutes, ordinances, rules, regulations and orders of all state, municipal and
local governmental authorities having jurisdiction over the Demised Premises,
including, building and zoning codes, regulations and ordinances and
environmental codes, regulations and laws, including those related to pollution
and contamination (collectively "Governmental Laws"). If it is determined that
this warranty has been violated, then it shall be the obligation of Lessor,
after written notice from Lessee, promptly, at Lessor's sole cost and expense,
to rectify any such violation.
6.2. LESSEE COMPLIANCE. Lessee shall, at Lessee's expense, promptly
comply with all Governmental Laws relating to the Demised Premises in effect
during the Term or any part of the Term regulating the use by Lessee of the
Demised Premises. If it is determined that this covenant has been violated,
then it shall be the obligation of Lessee, after written notice from Lessor, to
promptly, at Lessee's sole cost and expense, to rectify any such violation.
6.3. CONTESTS. Lessee shall have the right, to the extent permitted by
law, at its own expense to contest the validity and/or applicability of any
Governmental Laws relating to the Demised Premises by appropriate proceedings
diligently conducted in good faith, and, notwithstanding the provisions of
PARAGRAPH 6.2 hereof, Lessee's compliance with such contested Governmental Laws
may be postponed or deferred during the pendency of such proceeding so long as
neither the Demised Premises nor any part thereof would, by reason of such non-
compliance be, in the reasonable judgment of Lessor, in danger of
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being forfeited or lost and Lessor shall not be subject to any criminal or civil
liability.
ARTICLE VII.
CONDITION OF THE DEMISED PREMISES
Lessee hereby agrees to accept the Demised Premises in accordance with
the terms of this Lease, subject to all Governmental Laws and restrictions of
record governing and regulating the use of the Demised Premises, and accepts
this Lease subject thereto and to all matters disclosed thereby and by any
exhibits attached hereto.
ARTICLE VIII.
MAINTENANCE AND REPAIRS
8.1. LESSEE REPAIR OBLIGATIONS. Lessee shall, at its expense, take
good care of the Demised Premises, the fixtures and appurtenances therein and
any of Lessee's trade fixtures, furnishings, equipment and personal property
(collectively, "Lessee's Property"). Except as provided in PARAGRAPH 8.2,
Lessee shall be responsible for and shall promptly make all repairs, interior
and exterior, structural and nonstructural, ordinary and extraordinary, in and
to the Demised Premises. Lessee, at its expense, shall be responsible for the
repair, maintenance and replacement of all mechanical, electrical, sanitary,
heating, ventilating, air-conditioning and other fixtures and equipment in the
Demised Premises.
8.2. LESSOR REPAIR OBLIGATIONS. Lessor agrees, at its sole cost and
expense, to repair any material defects in the Demised Premises arising from
defective design, labor or material, and to remedy and correct any violation of
Governmental Laws arising out of or relating to the construction of the
improvements or the environmental condition of the Demised Premises on the date
hereof. Neither Lessee's acceptance of the Demised Premises nor Lessee's entry
into possession thereof, nor payments of any monthly installments of Rent, nor
Lessee's performance of any of the other provisions or conditions hereof, shall
relieve Lessor of such responsibility.
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ARTICLE IX.
SURRENDER
On the last day of the Term, or on any sooner termination of this
Lease, subject to the terms of ARTICLE 13, Lessee shall surrender the Demised
Premises to Lessor in the same condition as when received by Lessee broom clean,
ordinary wear and tear excepted.
ARTICLE X.
LESSOR'S AND LESSEE'S RIGHTS
If either party fails to perform its obligations hereunder, the other
may at its option (but shall not be required to) put the same in good order,
condition and repair, upon sixty (60) days written notice to the non-performing
party (which written notice shall not be required in the case of an emergency)
and the cost thereof, together with interest thereon at the Lease Interest Rate
(as defined in PARAGRAPH 20.3) shall become due and payable from the non-
performing party to the other party within ten (10) days after demand by the
performing party; PROVIDED, HOWEVER, if the obligation of the non-performing
party is not capable of being performed within such sixty (60) day period and if
the non-performing party is diligently endeavoring to perform such obligation,
the performing party shall not perform such obligation. All such work performed
by the performing party shall be performed in a good and workmanlike manner, in
compliance with all Governmental Laws. Neither Lessee nor Lessor shall perform
any such work until such time as it has received all necessary permits, licenses
and approvals from the applicable state, county and municipal governmental
authorities having jurisdiction over the Demised Premises ("Governmental
Authorities"). If either party performs any such work, such party shall, at all
times, keep the Demised Premises free of liens and encumbrances for labor and
materials.
ARTICLE XI.
ALTERATIONS AND IMPROVEMENTS
11.1. LESSEE ALTERATIONS. Lessee shall have the right, at its own
cost and expense, to make such alterations and changes in and to the Demised
Premises as it shall deem expedient or necessary for its purposes. All such
work shall be done in a
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good and workmanlike manner, and in accordance with all Governmental Laws.
Lessor shall execute and deliver upon request of Lessee such reasonable
instrument or instruments embodying the approval of Lessor which may be required
by any Governmental Authority for the purpose of obtaining any license, permit
or approval for the making of alterations or changes in, to or upon the Demised
Premises, Lessee agreeing to pay for any such license, permit or approval.
Lessee shall not make any alterations to the Demised Premises until such time as
it has received all required permits, licenses and approvals from the applicable
Governmental Authority.
11.2. REMOVAL OF IMPROVEMENTS. Any and all alterations,
improvements and installations made by Lessee in, to or upon the Demised
Premises, as well as any fixtures installed on the Demised Premises by Lessee,
at Lessee's option, may be removed from the Demised Premises at any time and
from time to time during the Term and shall remain the property of Lessee during
and at the expiration of the Term of this Lease, provided that, if any such
alterations, improvements, installations and/or fixtures are removed by Lessee,
any damage caused by such removal shall be promptly repaired by Lessee at its
sole cost and expense.
ARTICLE XII.
INSURANCE
12.1. Insurance Coverage.
(a) Lessee shall, at Lessee's cost and expense, maintain the
following insurance issued in the names of Lessor and Lessee as their
interests may appear:
(i) a policy of standard fire and extended coverage
insurance on all improvements included in the Demised Premises
with vandalism and malicious mischief endorsements, to the extent
of full replacement value; and
(ii) a policy of general public liability insurance against
claims for personal injury or property damage, with such limits
as may be reasonably requested by Lessor from time to time, but
not more than Two Million Dollars ($2,000,000) in respect of
bodily injury or death
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and Two Million Dollars ($2,000,000) for property damage.
(b) All such insurance policies shall provide that any proceeds
shall be made payable into an escrow account maintained by an escrow agent
mutually selected by Lessee and Lessor, who shall distribute same pursuant
to the terms of this Lease and in accordance with the written instructions
of Lessee and the approval of Lessor, which approval by Lessor shall not be
unreasonably withheld, delayed or conditioned.
(c) All such insurance policies may, at the option of Lessee, be
effected by blanket and/or umbrella policies issued to Lessee covering the
Demised Premises and other properties owned or leased by Lessee or its
affiliates.
(d) Lessor shall not obtain or continue to maintain any separate
or additional insurance which is contributing in the event of loss unless
it is properly endorsed and otherwise satisfactory to Lessee in all
respects.
12.2. CERTIFICATES. All insurance provided for under this Lease
shall be effected under valid enforceable policies insured by insurers of
recognized responsibility and who are reasonably acceptable to Lessor and
licensed to do business in the State of Arkansas. Such insurance may be carried
by Lessee as a part of blanket coverage for such insurance covering all premises
owned or leased by Lessee wherever located. Certificates of Insurance
evidencing the current existence of such coverage shall be delivered to Lessor
at least ten days prior to the expiration date of any policy. Renewal
certificates shall be delivered by Lessee to Lessor, together with satisfactory
evidence of payment of the premium on such policies. To the extent obtainable,
all such policies shall contain agreements by the insurers that such policies
shall not be cancelled except upon thirty days' prior written notice to each
named insured and loss payee, including Lessor.
12.3. ADJUSTMENTS. All policies of insurance required herein
shall name Lessor and Lessee as the insureds as their respective interests may
appear. The loss, if any, under said policies referred to in this ARTICLE 12
shall be adjusted with the insurance companies by Lessee to the extent that
Lessee is obligated to repair or restore the Demised Premises pursuant
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to ARTICLE 13 hereof and by Lessor in the event that Lessee is not so obligated
to restore.
12.4. PROCEEDS. All proceeds payable by reason of any loss or
damage to the Demised Premises, or any portion thereof, and insured under any
policy of insurance required by this ARTICLE 12 shall be paid to Lessee and
shall be used only for reconstruction or repair, as the case may be, of any
damage to or destruction of the Demised Premises, or any portion thereof. Any
excess proceeds of insurance remaining after the completion of the restoration
or reconstruction of the Demised Premises shall be retained by Lessee. In the
event that, pursuant to the terms of PARAGRAPH 13.3, Lessee is not required or
does not elect to repair and restore and this Lease expires or is terminated,
all such insurance proceeds shall be paid to and retained by Lessor.
ARTICLE XIII.
DAMAGE OR DESTRUCTION
13.1. RESTORATION. Subject to the provisions of PARAGRAPH 13.3
hereof, Lessee covenants that in the event of damage to all or a portion of the
Demised Premises by fire or any other cause, similar or dissimilar, insured or
uninsured, in the event that Lessor approves the distribution of the insurance
proceeds in accordance with Lessee's instructions under PARAGRAPH 12.1(b),
Lessee will promptly, at its sole cost and expense, restore or repair the
Demised Premises so damaged or destroyed as nearly as possible to the condition
it was in immediately prior to such damage or destruction, or with such changes
or alterations as Lessee shall elect to make in conformity with ARTICLE 11
hereof, whether or not any costs or expenses of such restoration exceeds the
amount of the insurance proceeds received in connection with such damage or
destruction. Such restoration, shall be commenced promptly and prosecuted with
reasonable diligence, unavoidable delays excepted.
13.2. NO ABATEMENT. Except as provided in PARAGRAPH 13.3, the
Fixed Rent and all Additional Rent payable hereunder shall not be abated due to
any damage or destruction to the Demised Premises.
13.3. TERMINATION OPTION. Notwithstanding the provisions of
PARAGRAPH 13.1 hereof, in the event that (i) at any time during the Initial Term
or a Renewal Term, Lessor
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unreasonably withholds its approval of the distribution of the insurance
proceeds in accordance with Lessee's instructions, (ii) at any time during the
eighteenth (18th) or nineteenth (19th) years of the Initial Term, all or a
portion of the Demised Premises are damaged to the extent that, in Lessee's
reasonable judgment, the necessary repairs or restoration would not be
substantially completed within nine (9) months from the date of said casualty,
or (iii) at any time during the last year of the Initial Term or at any time
during a Renewal Term, all or a portion of the Demised Premises are damaged,
Lessee may, terminate this Lease upon delivery of written notice to Lessor
within sixty (60) days after the occurrence of the casualty causing such damage
and Lessee shall be released from any liability under this Lease accruing from
and after the date of said casualty. In the event that Lessee terminates this
Lease as provided in the immediately preceding sentence, all insurance proceeds
resulting from said casualty shall be paid to and retained by Lessor.
ARTICLE XIV.
TAXES
14.1. IMPOSITIONS. Lessee covenants and agrees to pay or cause to
be paid, as hereinafter provided, to the Governmental Authority imposing the
same, all of the following items ("Impositions") not later than the date on
which same are due without the payment of any fines, penalties or interest: (a)
real property taxes and assessments assessed and levied against the Demised
Premises or any part thereof, (b) personal property taxes, (c) water, water
meter and sewer rents, rates and charges, and (d) fines, penalties and other
similar or like governmental charges applicable to the foregoing and any
interest or costs with respect thereto only to the extent incurred by reason of
Lessee's wrongful act or omission or Lessee's failure fully and promptly to
comply with any provision of this Lease. Each such Imposition, or installment
thereof, during the Term shall be paid prior to the last day the same may be
paid without fine, penalty, interest or additional cost; provided, however, that
if, by law, any Imposition may at the option of the taxpayer be paid in
installments (whether or not interest shall accrue on the unpaid balance of such
Imposition), Lessee may exercise the option to pay the same in such installments
and shall be responsible for the payment of such installments only.
14.2. EVIDENCE OF PAYMENT. If Lessee is paying any Imposition
directly to the Governmental Authority imposing the same, then Lessee, from
time to time upon the request of Lessor,
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shall furnish to Lessor, within the earlier of (i) ninety (90) days after the
date when such Imposition is due and payable under this Lease, or (ii) thirty
(30) days after the date when an official receipt of the Governmental Authority
imposing the same is received, such official receipt or, if no such receipt has
been received by Lessee, other evidence reasonably satisfactory to Lessor,
evidencing the payment of the Imposition.
14.3. EXCLUDED TAXES. Nothing herein contained shall require
Lessee to pay municipal, state or federal income, inheritance, estate,
succession, transfer or gift taxes of Lessor, or any corporate franchise tax
imposed upon Lessor or any gross income or gross receipts taxes to the extent
the same are imposed on Lessor in lieu of net income taxes or corporate
franchise taxes.
14.4. APPORTIONMENTS. Any Imposition, relating to a fiscal period
of the imposing Governmental Authority, a part of which period is included
within the Term and a part of which is included in a period of time before the
Commencement Date or after the Expiration Date (whether or not such Imposition
shall be assessed, levied, confirmed, imposed upon or in respect of or become a
lien upon the Demised Premises, or shall become payable, during the Term) shall
be apportioned between Lessor and Lessee as of the Commencement Date or
Expiration Date, as the case may be, so that Lessee shall pay that portion of
such Imposition which that part of such fiscal period included in the period of
time after the Commencement Date and before the Expiration Date.
14.5. CONTESTS.
(a) Lessee shall have the right, to the extent permitted by law,
at its own expense to contest the amount or validity, in whole or in part,
of any Imposition by appropriate proceedings diligently conducted in good
faith, and, notwithstanding the provisions of PARAGRAPH 14.1 hereof, the
payment of such contested Imposition may be postponed or deferred so long
as neither the Demised Premises nor any part thereof, nor any part of the
rents, issues and profits thereof, would, by reason of such postponement or
deferment, be, in the reasonable judgment of Lessor, in danger of being
forfeited or lost and Lessor shall not be subject to any criminal or civil
liability.
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(b) Lessee shall have the right, to the extent permitted by law,
and at Lessee's sole cost and expense, to seek a reduction in the valuation
of the Demised Premises assessed for real property tax purposes and to
prosecute any action or proceeding in connection therewith. Lessor shall
fully cooperate with Lessee in any such proceeding.
(c) Lessor shall not be required to join in any proceedings
referred to in PARAGRAPHS 14.5(a) and (b) hereof unless the provisions of
any law, rule or regulation at the time in effect shall require that such
proceedings be brought by and/or in the name of Lessor, in which event,
Lessor shall join and cooperate in such proceedings or permit the same to
be brought in its name, but shall not be liable for the payment of any
costs or expenses in connection with any such proceedings and Lessee shall
reimburse Lessor for any and all reasonable costs or expenses which Lessor
may sustain or incur in connection with any such proceedings.
ARTICLE XV.
UTILITIES AND SERVICES
15.1. LESSOR REPRESENTATION. Lessor represents and warrants that
the Demised Premises are equipped with all plumbing equipment, electrical
facilities and lighting fixtures and equipment, heating, air conditioning,
ventilating, and other appurtenant equipment and facilities necessary or
appropriate for Lessee's use of the Demised Premises or as otherwise required by
Governmental Laws. Lessee will pay, or cause to be paid all changes for
electricity, power, gas, oil, water and other utilities used in connection with
the Demised Premises during the term of this Lease.
15.2. NO SERVICES. Lessor shall not be obligated to furnish or
to pay for utilities or services to the Demised Premises.
ARTICLE XVI.
ASSIGNMENT
Except as expressly permitted in this Lease, Lessee shall not
voluntarily or by operation of law assign all or any part of Lessee's interest
in this Lease, without Lessor's prior written consent, which Lessor shall not
unreasonably withhold, condition or delay. Any attempted assignment without
such
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consent shall be void and shall constitute a breach of this Lease, unless the
same is expressly permitted hereunder. In no event shall (i) any transfer (by
one or more transfers) of a majority of the stock of Lessee, (ii) the merger or
consolidation of Lessee with another corporation, or (iii) the transfer of all
or substantially all of Lessee's assets to another corporation or entity,
constitute an assignment, or attempted assignment of this Lease, provided that,
in all such events in which Lessee survives such transaction, Lessee shall
remain fully liable for the payment of Rent and for the other obligations of
this Lease on the part of Lessee to be performed or observed.
ARTICLE XVII.
DEFAULTS; REMEDIES
17.1. DEFAULTS. If any of the following events shall occur (each,
a "Default" and collectively "Defaults"):
(a) The failure by Lessee to make any payment of Rent or any
other payment required to be made by Lessee hereunder, as and when due,
where such failure shall continue for a period of ten (10) days after
written notice from Lessor to Lessee;
(b) The failure by Lessee to observe or perform any of the
material covenants, conditions to provisions of this Lease to be observed
or performed by Lessee, other than described in PARAGRAPH 17.1(a) above,
where such failure shall continue for a period of thirty (30) days after
written notice thereof from Lessor to Lessee specifying, in reasonable
detail, how Lessee has failed to perform; PROVIDED, HOWEVER, that if
Lessee's Default is such that more than thirty (30) days are reasonably
required for its cure, then Lessee shall not be deemed to be in Default if
Lessee commenced such cure within said 30-day period and thereafter
diligently prosecutes such cure to completion;
then in any of said cases, and without waiving any claims for breach of
agreement, Lessor may
(i) accelerate all Rent owing hereunder upon such Default;
(ii) Take possession of the Demised Premises and lease the
same for the account of Lessee upon such terms as may be acceptable to
Lessor and apply the net proceeds received from such leasing toward
the payment
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of Rent which Lessee herein is obligated to pay and collect the
balance thereof, if any, from Lessee;
(iii) Terminate the Lease and take possession of the Demised
Premises and collect from Lessee all damages sustained by reason of
such Default; or
(iv) Pursue any remedy or remedies which may be available at
law or in equity;
PROVIDED, HOWEVER, that Lessor hereby agrees to use its best efforts to mitigate
any damages sustained or liability incurred by reason of any Default and the
exercise of any remedies in connection therewith.
17.2. LESSEE OBJECTION. Subject to the last sentence of this
PARAGRAPH 17.2., upon the happening of any alleged non-monetary Default on the
part of Lessee, if Lessee within thirty (30) days after receipt of such
appropriate notice as set forth in PARAGRAPH 17.1 from Lessor shall, commence
and thereafter in good faith, diligently prosecute in a court of competent
jurisdiction a proceeding to determine whether or not such non-monetary defaults
or alleged defaults have occurred, then Lessor may not terminate this Lease or
exercise any rights as provided above by law or otherwise unless the final
judgment not subject to further appeal in such court proceedings shall be
adverse to Lessee and Lessee, in such case, within twenty (20) days from the
date of the final judgment in such court proceedings fails to cure such non-
monetary default(s) or, if any such default or defaults cannot reasonably be
cured within such twenty (20) days, if Lessee within said twenty (20) days shall
fail to commence and thereafter diligently and continuously prosecute to
completion the work of curing such non-monetary default or defaults.
Notwithstanding the foregoing, Lessee shall have no rights under this PARAGRAPH
17.2 if, at the time Lessee receives notice of any non-monetary default under
this Lease, the laws of the State of Arkansas otherwise provides for the
injunction of the threatened termination of a lease until a final judgment has
been rendered by a court of competent jurisdiction as to whether or not a non-
monetary default has occurred thereunder.
17.3. VACATING THE DEMISED PREMISES.
(a) In the event of any such termination of this Lease, (i) this
Lease shall be of no further force and effect; and (ii) Lessee covenants
and agrees to surrender and deliver the Demised Premises to Lessor in
accordance
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with ARTICLE 9 hereof immediately upon the termination of the Lease.
(b) It is understood and agreed that at the time of the
termination or at any time thereafter Lessor may rent the Demised Premises,
or any portion thereof for such period and on such term or terms, and for a
term which may expire before or after the expiration of the Term and Lessee
shall have no interest in any income received by Lessor as a result of such
reletting and no title or interest in the Demised Premises whatsoever.
17.4. LESSOR'S SELF-HELP REMEDY. If Lessee shall fail, after
thirty (30) days notice from Lessor, to perform any of the covenants, terms or
conditions required to be performed by Lessee hereunder (except that in the
event of an emergency, the notice shall either be dispensed with or shortened as
reasonably required by the nature of the emergency), in addition to the
provisions of this ARTICLE 17, Lessor may do whatever is reasonably necessary
for the performance thereof for the account and at the expense of Lessee. In
the event Lessor shall pay any money by reason of said failure, Lessee shall
repay any such reasonable sums so paid on its behalf together with interest
thereon at the Lease Interest Rate which shall be deemed Rent, and the same
shall be payable within 30 days after presentation of the request for payment,
accompanied by Lessor's statement submitted to Lessee by Lessor showing in all
reasonable detail the expenses of Lessor, why incurred, to whom payment was made
and the calculations of and supporting bills or records showing Lessor's
expenditures.
17.5. LESSEE'S SELF-HELP REMEDY. If Lessor shall fail, after
thirty (30) days notice from Lessor, to perform any of the covenants, terms or
conditions required to be performed by Lessor hereunder (except that in the
event of an emergency, the notice shall either be dispensed with or shortened as
reasonably required by the nature of the emergency), Lessee may do whatever is
reasonably necessary for the performance thereof for the account and at the
expense of Lessor. In the event Lessee shall pay any money by reason of said
failure, Lessor shall repay any such reasonable sums so paid on its behalf
together with interest thereon at the Lease Interest Rate, and the same shall be
payable within 30 days after presentation of the request for payment,
accompanied by Lessee's statement submitted to Lessor by Lessee showing in all
reasonable detail the expenses of Lessee, why incurred, to whom payment was made
and the calculations of and supporting bills or records showing Lessee's
expenditures. If Lessor shall fail to reimburse Lessee within thirty (30) days
15
after receipt of Lessee's request for reimbursement for money expended by Lessee
under this PARAGRAPH 17.5, Lessee may set-off against Rent, next becoming due to
Lessor, such amount together with interest at the Lease Interest Rate from the
date expended until Lessee has recouped the money due it under this PARAGRAPH
17.5.
17.6. EXCLUSIVE REMEDIES. No remedy herein or otherwise conferred
upon or reserved to Lessor or Lessee shall be considered exclusive of any other
remedy, but the same shall be distinct, separate and cumulative and shall be in
addition to every other remedy given under this Lease, or now or hereafter
existing at law or in equity or by statute. Every power and remedy given by
this Lease to Lessor, or Lessee, may be exercised from time to time as often as
occasion may arise, or as may be deemed expedient. No delay or omission of
Lessor or Lessee to exercise any right or power arising from any default on the
part of the other shall impair any such right or power, or shall be construed to
be a waiver of such default or any other default or an acquiescence thereto.
The consent or approval by Lessor or Lessee to or of any act by the other
requiring such consent or approval shall not be deemed to waive or render
unnecessary the consent or approval to or of any subsequent similar acts by
Lessor or Lessee, as the case may be.
17.7. LESSEE TERMINATION RIGHT. (a) Without limiting the
provisions of PARAGRAPH 17.6 and in addition to all other remedies which the
Lessee may have as stated elsewhere in this Lease, at law or in equity,
including the right to seek specific performance or injunctive relief, Lessee
shall have the right, but not the obligation, on notice to Lessor, to terminate
this Lease if Lessor shall fail to perform any of the terms, covenants and
obligations of Lessor herein.
(a) With respect to defaults as to which this Lease does not
provide any grace period or opportunity to cure, Lessor shall have thirty
(30) days after receipt of such notice from Lessee to cure the default
giving rise to Lessee's right to so terminate this Lease.
(b) If Lessor cures the default within said 30-day period this
Lease shall not terminate and shall continue in full force and effect. If
Lessor fails to cure the default within said 30-day period, Lessee shall
give notice to Lessor of Lessor's failure to cure the same and this Lease
shall terminate, as if by passage of time, on the date
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set forth in Lessee's notice of termination; PROVIDED, HOWEVER, that if
Lessor's Default is such that more than thirty (30) days are reasonably
required for its cure, then this Lease shall not terminate if Lessor
commenced such cure within said 30-day period and thereafter diligently
prosecutes such cure to completion and such cure is completed within ninety
(90) days after the occurrence of such default.
ARTICLE XVIII.
CONDEMNATION
18.1. If the Demised Premises or any portion thereof are taken
under the power of eminent domain, or sold under the threat of the exercise of
said power (all of which are herein called ("Condemnation"), this Lease shall
terminate as to the part so taken as of the date the condemning authority takes
title to or possession of the Demised Premises of such portion thereof,
whichever first occurs. If (i) more than 20% of the floor area of the Demised
Premises, or more than 20% of the parking area included in the Demised Premises
and used by Lessee, is taken by Condemnation and (ii) in Lessee's judgment, the
Demised Premises cannot be repaired or restored to a condition which would allow
Lessee to use the Demised Premises substantially in the manner that Lessee had
used the Demised Premises prior to said Condemnation, Lessee may, at Lessee's
option, to be exercised in writing within twenty (20) days after Lessor shall
have given Lessee written notice of such taking (or in the absence of such
notice, within twenty (20) days after the condemning authority shall have taken
title to or possession of the Demised Premises or any part thereof) terminate
this Lease as of the later of the date on which the condemning authority takes
title to or possession of the Demised Premises or any part thereof. If Lessee
does not terminate this Lease in accordance with the foregoing, this Lease shall
remain in full force and effect as to the portion of the Demised Premises
remaining, except that the Rent shall be reduced from the date of the taking in
the proportion that the portion of the Demised Premises taken bears to the total
area of the Demised Premises. Any award for the taking of all or any part of
the Demised Premises under the power of eminent domain or any payment made under
threat of the exercise of such power shall be the property of Lessor; PROVIDED,
HOWEVER, that Lessee shall be entitled to any award made as compensation for
diminution in value of the Lessee's leasehold estate, business loss, moving
expenses, loss of or damage to the Lessee's trade fixtures and removable
personal property. In the event that this Lease is not terminated by reason of
such Condemnation, Lessor shall, to the extent of any award received
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by Lessor in connection with such Condemnation, repair any damage to the Demised
Premises caused by such Condemnation except to the extent that Lessee has been
reimbursed therefore by the condemning authority.
18.2. Notwithstanding anything which may be to the contrary in
this ARTICLE 18, in connection with any taking, Lessee shall be entitled to make
a separate claim, and to prove and receive an award for (a) the diminution in
value of Lessee's leasehold estate, (b) the value of Lessee's property to the
extent the same is taken, and (c) any moving allowance and other expenses
permitted by law.
ARTICLE XIX.
INTENTIONALLY OMITTED
ARTICLE XX.
GENERAL PROVISIONS
20.1. ESTOPPEL CERTIFICATES.
(a) Lessee shall at any time upon not less than twenty (20) days
prior written notice from Lessor execute, acknowledge and deliver to Lessor
or any party designated by Lessor a statement in writing (i) certifying
that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) and the date to which
the Rent and other charges are paid in advance, if any, (ii) acknowledging,
as of the date of the certificate, that, to its actual knowledge, there are
no uncured Defaults or events which with the giving of notice or the
passage of time or both would constitute a Default or specifying such
Defaults or events, if any are claimed and (iii) any other information
reasonably requested by Lessor. Such statement shall be binding on Lessee
and may be relied upon by Lessor or any other party designated by Lessor to
whom such certificate is delivered.
(b) Lessor shall at any time upon not less than twenty (20) days
prior written notice from Lessee execute, acknowledge and deliver to Lessee
or any party designated by Lessee a statement in writing (i) certifying
that this Lease is unmodified and in full force and effect (or, if
modified,
18
stating the nature of such modification and certifying that this Lease, as
so modified, is in full force and effect) and the date to which the Rent
and other charges are paid in advance, if any, (ii) acknowledging, as of
the date of the certificate, that, to its actual knowledge, there are no
uncured Defaults or events which with the giving of notice or the passage
of time or both would constitute a Default or specifying such Defaults or
events, if any are claimed and (iii) any other information reasonably
requested by Lessee. Such statement shall be binding on Lessor and may be
relied upon by Lessee or any other party designated by Lessee to whom such
certificate is delivered.
20.2. SEVERABILITY. The invalidity of any provision of this Lease
as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.
20.3. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly
provided herein, any amount due hereunder to either Lessor or Lessee from the
other party which is not paid when due and any amount paid by Lessor or Lessee
on behalf of the other in accordance with the terms hereof shall bear interest
from the date due or the date paid, as applicable, at a rate (the "Lease
Interest Rate") equal to the lesser of (a) 2% in excess of the prime or base
rate of interest announced by Citibank, N.A. at its principal office in New York
City, New York and (b) the maximum rate of interest permitted by applicable law
with respect to said amounts. Payment of such interest shall not excuse or cure
any Default or event of default by Lessee or Lessor under this Lease.
Notwithstanding anything to the contrary contained in this Lease, in no event
shall interest be payable by Lessee with respect to (i) any amounts due and
payable by Lessee during the period in which either John Landers or Steve
Landers are employees of Lessee, (ii) any late charges incurred by Lessee, or
(iii) any amounts upon which late charges are paid by Lessee.
20.4. CAPTIONS. Article and paragraph captions are not a part
hereof and are for convenience of reference only.
20.5. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease
contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. All prior agreements or understandings
pertaining to the subject matter hereof shall be of no force or effect. This
Lease may only be amended or modified in writing, signed by
19
the parties in interest at the time of such amendment or modification.
20.6. NOTICES. Any notices required or permitted to be given
hereunder shall be sufficient if given at the addresses of Lessor and Lessee
first set forth above. Notices shall be sufficient if sent by certified mail,
return receipt requested, postage pre-paid; nationally recognized overnight
courier service; or by hand. Notices sent (i) by certified mail, return receipt
requested shall be deemed received three (3) days after deposit in a United
States mail box, postage prepaid, (ii) by nationally recognized overnight
courier service shall be deemed received one (1) business day after delivery to
such courier service; and (iii) by hand shall be deemed delivered upon receipt.
20.7. WAIVERS. No waiver by either party of any term or provision
hereof shall be deemed a waiver of any other provision hereof or of any
subsequent breach by the other of the same or any other provision. Lessor's
consent to or approval of any act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to or approval of any subsequent act by Lessee.
The acceptance of Rent hereunder by Lessor shall not be a waiver of any
preceding breach by Lessee of any provision hereof, other than the failure of
Lessee to pay the particular Rent so accepted, regardless of Lessor's knowledge
of such preceding breach at the time of acceptance of such Rent.
20.8. RECORDING. Lessee shall not record this Lease without
Lessor's prior written consent, and such recordation shall, at the option of
Lessor, constitute a non-curable Default of Lessee hereunder. The parties
hereto shall contemporaneously herewith execute and record, at Lessee's expense,
a Memorandum of Lease in the form attached hereto as Exhibit B.
20.9. CUMULATIVE REMEDIES. No remedy or election hereunder shall
be deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
20.10. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding
upon the parties hereto and their respective successors and assigns. This Lease
shall be governed by the laws of the State in which the Demised Premises is
located.
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20.11. SUBORDINATION.
(a) Provided Lessor obtains and delivers to Lessee a
Subordination, Nondisturbance and Attornment Agreement in the form attached
hereto as Exhibit C (the "SNDA") from the holder of any present or future
mortgage or deed of trust encumbering the Demised Premises (a "Mortgagee"),
then this Lease shall be subject and subordinate to the lien of the
mortgage or deed of trust, specifically referenced in such SNDA.
(b) If at any time a Mortgagee or any party claiming by or
through a Mortgagee shall succeed to the rights of Lessor as lessor under
this Lease, whether through foreclosure action, assignment or deed in lieu
of foreclosure or otherwise (a "Successor Lessor"), at the request of such
Successor Lessor, and upon the written agreement of such Successor Lessor
to accept Lessee's attornment, Lessee shall attorn to and recognize such
Successor Lessor as Lessee's lessor under this Lease. In confirmation of
such attornment, Lessee shall promptly execute, acknowledge and deliver any
instrument that Lessor or such Successor Lessor requests to evidence such
attornment. Upon any such attornment, this Lease shall continue in full
force and effect as, or as if it were, a direct lease between such
Successor Lessor and Lessee upon all of the then executory terms,
conditions and covenants as are set forth in this Lease and which shall be
applicable after such attornment, except that the Successor Lessor shall
not be:
(i) liable for any prior act or omission of Lessor;
(ii) subject to any offsets or defenses which Lessee may
have against Lessor;
(iii) bound by any payment of Rent which Lessee might have
made to Lessor for more than one month in advance of the date the same
was due under this Lease or bound by any security or other deposits
not actually received by such Successor Lessor;
(iv) bound by any obligation to make any payment to Lessee,
or provide any services or perform any repairs, maintenance or
restoration provided for under this Lease to be performed before the
date that the Successor Lessor becomes the lessor of Lessee;
21
(v) bound by any obligation to construct any improvements
on the Demised Premises; or
(vi) bound by any modification of this Lease made without
the written consent of such Successor Lessor or the Mortgagee through
which such Successor Lessor is claiming its interest, where such
consent is required under the terms of the documents evidencing its
loan to Lessor, after written notice has been given to Lessee of the
existence of such Successor Lessor or Mortgagee.
(c) If any act or omission of Lessor would give Lessee the
right, immediately or after lapse of a period of time, to cancel or
terminate this Lease, or to claim a partial or total eviction, Lessee shall
not exercise such right until (a) Lessee gives notice of such act or
omission to Lessor and to each Mortgagee whose name and address were
previously furnished to Lessee and (b) a reasonable period of time for
remedying such act or omission elapses following the time when such
Mortgagee becomes entitled under its Mortgage to remedy same (which
reasonable period shall in no event be less than the period to which Lessor
is entitled under this Lease or otherwise, after similar notice, to effect
such remedy or be longer than 45 days after notice from Lessee to Mortgagee
of such act or omission).
20.12. LESSOR'S ACCESS. Subject to Lessee's reasonable security
regulations, Lessor and Lessor's agents shall have the right to enter the
Demised Premises at reasonable times upon reasonable notice for the purpose of
inspecting the same, showing the same to perspective purchasers, Lenders, or
lessees, and making such alterations, repairs, improvements or additions to the
Demised Premises as Lessor deems necessary or desirable. Any time during the
last one hundred twenty (120) days of the Term, Lessor may place on or about the
Demised Premises any ordinary "For Lease" sign.
20.13. CONSENTS. Wherever in this Lease the consent of one party
is required to an act of the other party such consent shall not be unreasonably
withheld, conditioned or delayed.
20.14. QUIET POSSESSION. Upon Lessee paying the Rent reserved
hereunder and observing and performing all of the material covenants, conditions
and provisions on Lessee's party
22
to be observed and performed hereunder, Lessee shall have quiet possession of
the Demised Premises for the entire Term hereof subject to all of the provisions
of this Lease.
20.15. SIGNAGE. During the period in which Lessee occupies the
Demised Premises, Lessee shall have the right to place signs on the Demised
Premises. All signs erected or placed on the Demised Premises by Lessee shall
comply with all applicable Governmental Laws.
20.16. BROKERS. Lessor and Lessee each covenant, warrant and
represent to the other that no broker was instrumental in bringing about or
consummating this Lease except for Geneva Companies and that neither Lessor nor
Lessee has had dealings with any broker or other person concerning the leasing
of the Demised Premises other than Geneva Companies. Lessor acknowledges and
agrees that all fees and commissions payable to Geneva Companies shall be paid
solely by Lessor. Lessor and Lessee shall each indemnify and hold the other
harmless against and from any claims for any brokerage commissions or fees, and
all costs, expenses and liabilities in connection therewith, including, without
limitation, attorneys' fees and expenses (a) in connection with such claim if
any broker or other person claims to have had dealings with the indemnifying
party and/or (b) in connection with the enforcement of a party's rights under
this PARAGRAPH 20.16.
20.17. INDEMNITIES.
(a) Lessor shall indemnify, defend and hold harmless Lessee, its
officers, agents, employees, parents, subsidiaries and affiliate
organizations, from and against any claims, suits, loss, costs, (including
attorneys' fees and disbursements and cleanup costs), damages, expenses and
liabilities, including claims by reason of property damage or personal
injury (including death) (collectively referred to as "Claims") arising out
of the ownership or maintenance of the Demised Premises by Lessor or to the
extent the same results from Lessor's actions or inactions arising from any
acts, incidents, events, occurrences, or omissions which occurred or took
place prior to the effective date of this Lease including, but not limited
to, those related to ownership, tenancy, possession, construction,
operation, or use by Lessor or any other party of the Demised Premises or
which result in pollution, contamination or seepage and all matters
relating to environmental waste disposal laws,
23
regulations, or issues, other than Claims relating to the gross negligence
or wilful misconduct of Lessee, its officers, agents, employees, parents,
subsidiaries and affiliate organizations. This provision shall survive any
termination or expiration of this Lease.
(b) Lessee shall indemnify, defend and hold harmless Lessor, its
officers, agents, employees, parents, subsidiaries and affiliate
organizations, from and against any and all Claims of whatsoever nature
against them individually or collectively, arising out of the use of the
Demised Premises by Lessee, its officers, agents, employees, parents,
subsidiaries and affiliate organizations and the exercise by Lessee of
enjoyment of the privileges herein granted or by reason of any act or
omission of Lessee, its officers, agents, employees, parents, subsidiaries
and affiliate organizations, from or in connection with this Lease,
including, but not limited to, those related to tenancy, possession,
construction, operation, or use by Lessee of the Demised Premises or which
result in pollution, contamination or seepage and all such matters relating
to environmental waste disposal laws, regulations, or issues, other than
Claims arising from the gross negligence or wilful misconduct of Lessor and
other lessees of the Demised Premises and their respective officers,
agents, employees, parents, subsidiaries and affiliate organizations. This
provision shall survive any termination or expiration of this Lease.
20.18. UNAVOIDABLE DELAYS. In the event of any Unavoidable Delays
(hereinafter defined) under this Lease, the time of performance of the covenants
and obligations under this Lease in question shall automatically be extended for
a period of time equal to the aggregate period of the Unavoidable Delays.
"Unavoidable Delays" shall mean delays due to (i) strikes, lockouts, acts of
God, governmental restrictions or preemptions, enemy action, riot, civil
commotion, storms, fire, floods, earthquakes, or the inability to obtain labor
or materials due to governmental restrictions, (ii) the wrongful failure of
either party hereto to grant any consent or approval to the other party hereto,
(iii) fire or other casualty or other causes beyond the control of the parties
hereto and (iv) the breach or default of either party hereto in the performance
of its obligations under this Lease which directly prevents the other party from
proceeding to perform its obligations hereunder.
20.19. AUTHORIZATION. Lessor and Lessee each represent to the
other that all necessary authorizations,
24
consents and approvals required in connection with the execution and delivery of
this Lease have been obtained and that the entering into of this Lease does not
violate the organizational documents of such party or any agreement, court order
or law to which such party is subject.
20.20. NO PARTNERSHIP. Nothing contained in this Lease shall be
deemed or construed to create a partnership or joint venture of or between
Lessor and Lessee, or to create any relationship between the parties other than
that of a lessor and a lessee.
20.21. RELEASE OF LIABILITY. Lessor hereby releases Lessee from
all liabilities arising out of loss or damage to the Demised Premises (except
any damage to Lessee's leasehold improvements which Lessee is required to insure
under the terms of this Lease) caused by perils covered under fire and extended
coverage insurance policies or all risk property insurance policies maintained
by Lessor as required herein, other than any such loss or damage caused by the
negligent or wrongful act or failure to act of Lessee, its officers, agents,
employees, parents, subsidiaries and affiliate organizations.
25
20.22. COUNTERPARTS. This instrument may be executed in one or
more counterparts, each of which when taken together shall constitute one and
the same instrument
The parties hereto have executed this Lease as of the date set forth above.
LESSOR:
/s/ Steve Landers
---------------------
Steve Landers
/s/ John Landers
---------------------
John Landers
/s/ Bob Landers
---------------------
Bob Landers
LESSEE:
LANDERS AUTO SALES, INC.
By: /s/ Carl Spielvogel
---------------------
Carl Spielvogel
Chairman and CEO
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Schedule A
FIXED RENT
The annual fixed rental shall be Three Hundred Twenty-Four Thousand and
00/100 Dollars ($324,000).
ADJUSTMENTS
(a) The Fixed Rent shall be adjusted on each Actual Adjustment Date (and
only on an Actual Adjustment Date) by the Actual Adjustment Amount determined on
such Actual Adjustment Date, such adjusted Fixed Rent to be effective until the
next Actual Adjustment Date.
(b) For purposes of this Schedule A, the following terms shall have the
following meanings (any term used in this Schedule A and not otherwise defined
shall have the meaning ascribed to such term in the Lease):
"ACTUAL ADJUSTMENT AMOUNT," with respect to each Adjustment Period, shall
mean an amount equal to the sum of the Yearly Adjustment Amounts accrued in such
Adjustment Period.
"ACTUAL ADJUSTMENT DATE" shall mean each of the fourth, seventh, tenth,
thirteenth, sixteenth and nineteenth anniversaries of the date of the Lease.
"ADJUSTMENT PERIOD" shall mean, as applicable, the four year period ending on
the fourth anniversary of the date of the Lease and each three year period
thereafter through the end of the Initial Term.
"INDEX" shall mean the Consumer Price for all items in the Index entitled:
"Consumer Price Index for the United States Southern Region for All Urban
Consumers (1983--100) (as revised) and issued by the Bureau of Labor Statistics
of the United States Department of Labor. (In the event said Index shall
hereafter be converted to a different Standard reference base or otherwise
revised, the determination of the Percentage Increase (defined below) shall be
made with the use of such conversion factor formula or table for converting said
Index as may be published by the Bureau of Labor Statistics or, if said Bureau
shall not publish the same, then with the use of such conversion factor, formula
or table as may be published by any other Federal authority or, failing such
publication, by any other nationally recognized publisher of similar statistical
information.)
"PERCENTAGE CHANGE," with respect to each year of the Term, shall mean a
fraction, the numerator of which is equal to the Index in effect on the Yearly
Adjustment Date less the Index in
effect on the immediately preceding Yearly Adjustment Date, and the denominator
of which is equal to the Index in effect on the immediately preceding Yearly
Adjustment Date; provided that in no event shall the Percentage Change in any
year exceed four percent (4%).
"YEARLY ADJUSTMENT AMOUNT," with respect to each Yearly Adjustment Date, shall
mean an amount equal to (A) the Fixed Rent in effect for the year immediately
preceding such Yearly Adjustment Date plus the sum of the Yearly Adjustment
Amounts accrued in the applicable Adjustment Period for which an Actual
Adjustment Amount is being determined multiplied by (B) the Percentage Change
for such year.
"YEARLY ADJUSTMENT DATE," with respect to each year of the Term, shall mean
each anniversary of the date of the Lease through the nineteenth anniversary of
the date of the Lease.