Exhibit 10.41
LEASE
THIS LEASE ("Lease") is made as of the ___ day of June, 2006, between
HUMPHREY & RODGERS, PO Box 1564, Middleburg, Virginia 20118-1564 (the
"Landlord") and DOVER SADDLERY RETAIL, INC., a Massachusetts corporation with a
principal place of business located at PO Box 1100, 525 Great Road, Littleton,
Massachusetts 01460 (the "Tenant").
CONTINGENCY
THIS LEASE SHALL BE CONTINGENT UPON THE CONSUMMATION OF THE ACQUISITION OF
THE BUSINESS OF "DOMINION SADDLERY" BY THE TENANT HEREUNDER, FAILING WHICH THIS
LEASE SHALL BE A NULLITY.
ARTICLE 1 - LEASED PREMISES
The Landlord agrees to lease to the Tenant and the Tenant accepts the
lease from the Landlord of premises located along Route 50, Pleasant Valley,
Virginia, further described and identified in Exhibit A to this Lease (the
"Premises") under the terms of this Lease.
ARTICLE 2 - TERM
The term of this Lease shall extend from the later to occur of April 1,
2006 or the Closing on the sale of "Dominion Saddlery" (the "Commencement Date")
until May 31, 2007 (the "Termination Date"). On the Termination Date, this Lease
will automatically renew for a one-year period. The Lease will continue to renew
for subsequent one-year periods upon the anniversary of the Termination Date,
unless either party provides twelve (12) months' notice, pursuant to the notice
provisions contained herein, of its desire to terminate the Lease.
ARTICLE 3 - RENT
The Tenant shall pay the Landlord Gross Rent of Five Thousand Dollars
($5,000.00) per month, in advance, on the first day of each month. Payment shall
be made to Landlord at Braddock Supply Corporation, Chantilly, Virginia, or such
other place as Landlord may designate in writing.
ARTICLE 4 - SECURTY DEPOSIT
The Tenant has deposited no security deposit with the Landlord.
ARTICLE 5 - USE OF PREMISES
The premises may be used only in accordance with all applicable laws and
ordinances. Tenant shall keep the Premises free from all dangerous conditions.
Tenant will use said Premises actively and continuously for the full term hereof
as a tack shop.
ARTICLE 6 - UTILITIES, TAXES, INSURANCE
Tenant shall pay all utility charges for utilities affecting the Premises.
The Landlord shall pay for all real estate taxes affecting the Premises and fire
insurance for the Premises. Tenant shall name Landlord as an additional insured
on its casualty and public liability insurance policies and shall be responsible
for insuring its equipment located at the Premises.
ARTICLE 7 - REPAIR AND MAINTENANCE
The Tenant shall keep the Premises clean and in good repair and shall not
commit damage or waste. The Tenant shall be responsible for all maintenance
expenses of any kind with respect to the Premises, and shall repair any damage
to the Premises not caused by the Landlord's gross negligence or willful
misconduct.
ARTICLE 8 - LIABILITY/INDEMNITY
Except as provided below, the Tenant assumes the entire risk of and sole
responsibility for any injury or harm of any kind to any person resulting from
the condition or use of the Premises. The Landlord shall not be liable to the
Tenant or any third party for any type of harm that occurs in connection with
the Premises, except for harm resulting from the Landlord's willful misconduct
or gross negligence. The Tenant shall indemnify and save the Landlord harmless
from all losses, costs, damages, and claims, including attorneys' fees for which
the Landlord may be held liable, arising from the Tenant's use and occupancy of
the Premises.
ARTICLE 9 - DAMAGE TO PREMISES; CONDEMNATION
If fire or other casualty damages the Premises or any portion so as to be
unfit for use, or if so much of the Premises are taken as to render the Premises
to be unfit for use, the Tenant may terminate the Lease if it first delivers to
the Landlord all insurance payments, damages or other proceeds held by it with
respect to the damage to or taking of the Premises and an assignment of all its
rights to receive future proceeds, damages, or insurance payments.
ARTICLE 10 - ACCESS TO PREMISES
The Landlord may enter and inspect the Premises, at reasonable times and
upon reasonable notice to the Tenant. In the event of an emergency, the Landlord
shall not need the Tenant's advance consent to enter the Premises.
ARTICLE 11 - ASSIGNMENT/SUBLETTING
The Tenant shall not allow any other party to occupy the Premises. The
Tenant shall not assign the Lease or sublet the Premises without the Landlord's
prior written consent, which consent may be withheld in the Landlord's sole
discretion. The Landlord may assign its rights under the Lease.
2
ARTICLE 12 - CONDITION AT TERMINATION OF LEASE
At the end of the Lease:
1. The Premises shall be in as good and clean a condition as at
the beginning of the Lease, usual wear and tear and damage by
fire, storm or public enemies excepted.
2. Anything installed by the Tenant shall be removed, and any
damage caused by removal shall be repaired at Tenant's
expense.
3. Any improvements or alterations that are not detachable shall
become the Landlord's property; however, the Landlord may
require the Tenant to remove any unapproved improvement or
alteration and to return the Premises to their condition prior
to such alteration or improvement.
4. The Tenant shall remove all personal property from the
Premises.
5. The Tenant shall return all keys and copies of keys to the
Landlord.
At the end of the Lease, if the Tenant or its representatives fail to
remove all of the Tenant's personal property from the Premises within a
reasonable period of time, any personal property remaining shall be deemed to be
the Landlord's property and may be disposed of by the Landlord as it sees fit.
ARTICLE 13 - DEFAULT
Upon the Tenant's default under this Lease, the Landlord may, at any time,
terminate the Lease without giving up any rights under the Lease. The Landlord
acknowledges its obligation to comply with Virginia law in exercising its rights
to terminate the Tenant's tenancy and to retake possession of the Premises if
the Tenant abandons the property or defaults under this Lease.
ARTICLE 14 - WAIVER
The Landlord's consent or inaction as to any breach of the Lease shall not
constitute a waiver of any prior or succeeding breach. Acceptance of rent with
knowledge of a breach shall not constitute waiver.
ARTICLE 15 -ACCEPTANCE OF PREMISES
The Tenant's occupancy of the Premises constitutes the Tenant's acceptance
of the Premises, and places upon the Tenant the sole responsibility for the
upkeep and safety of the Premises set forth in the Lease.
ARTICLE 16 - SUBORDINATION AND ESTOPPEL CERTIFICATE
Upon the Landlord's request, the Tenant shall subordinate this Lease to
any mortgage of the Premises granted by the Landlord to a lender to secure any
obligation of the Landlord to such lender, and the Tenant shall execute such
estoppel certificates and subordination agreements as may reasonably be required
by the Landlord's lender in connection with such financing. The
3
Tenant hereby irrevocably appoints the Landlord its attorney-in-fact to execute
such documents, should the Tenant refuse to sign such documents.
ARTICLE 17 - NOTICE
Whenever this Lease requires or permits notice, notice shall be sent
hand-delivered to the individual or address, or mailed, postage paid, registered
or certified, return receipt requested, to the Tenant and the Landlord at the
address written first above, unless the law requires a different means of
service. Each party is responsible for providing a current address. Failure to
notify the other party of a new address shall be at the failing party's sole
risk, and any notice sent or served to the current address shall be deemed
proper notice. The Tenant shall furnish the Landlord with a future address on
move out.
ARTICLE 18 - HOLDING OVER
If the Tenant remains in possession of the Premises after the termination
of the Lease, Tenant will occupy the Premises as a tenant from month-to-month,
subject to all conditions provisions, and obligations of the Lease in effect on
the last day of the term and Tenant shall pay a rent equal to the fixed rent due
hereunder on the last month of the term or extended term plus ten percent (10%).
ARTICLE 19 - CUMULATIVE REMEDIES
The remedies provided by this Lease are not exclusive of other remedies
available under present or future law.
ARTICLE 20 - GOVERNING LAW
This Lease shall be governed by Virginia law.
ARTICLE 21 - SEVERABILITY
If any provision of this Lease is contrary to law or is held invalid, the
remaining provisions shall remain effective. If the law changes and affects
rights under the Lease, the Lease shall be read to comply with or include such
laws.
ARTICLE 22 - BINDING EFFECT
This Lease shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.
4
EXECUTED as of the day and year first written above.
LANDLORD:
HUMPHREY & RODGERS
By: ________________________________
Name: _______________________________
Title: ______________________________
Duly Authorized
TENANT:
DOVER SADDLERY, RETAIL INC.
By: ________________________________
Name: _______________________________
Title: ______________________________
Duly Authorized
COMMONWEALTH OF VIRGINIA
COUNTY OF ___________________
The foregoing instrument was acknowledged me this ___ day of
________________, 2006 by ________________________, the
__________________________ of Humphrey & Rodgers, on behalf of said company.
_____________________________________
Justice of the Peace/Notary Public
My Commission Expires: ______________
STATE OF ____________________
COUNTY OF ___________________
The foregoing instrument was acknowledged me this ___ day of
________________, 2006 by ________________________, the
__________________________ of Dover Saddlery Retail, Inc., on behalf of said
company.
_____________________________________
Justice of the Peace/Notary Public
My Commission Expires: ______________
5
EXHIBIT A
[DESCRIPTION OF LEASED PREMISES]
The parties will attach prior to execution a site plan for the property,
which will designate that Tenant shall control the entire premises including all
parking and ingress/egress to edge of property line.
6