THIS LEASE, made and entered into this the 5th day of August, 1997, by
and between XXXX X. XXXXX and wife, XXXXXX X. XXXXX, hereafter referred to as
Lessor, and BAD TOYS, INC., hereafter referred to as Lessee:
WITNESSETH:
THAT FOR AND IN CONSIDERATION of the mutual covenants contained herein,
the Parties agree as follows:
1. Lessor does hereby lease and demise unto Lessee the following
property in the Twelfth (12th) Civil District of Xxxxxxxx County, Tennessee, and
being more particularly described as follows:
BEING 0000 X. xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx Xxxxxx,
Xxxxxxxxx.
2. Lessor demises the above premises for a term of five (5) years,
commencing August 1, 1997, and terminating on July 31, 2002, at 12 o'clock noon,
or sooner as provided here, payable in equal monthly installments in advance on
the first day of each month in the amount of $900.00 each, with the fist payment
being September 1, 1997.
All rental payments shall be made to Lessor or such other place as the
Lessor may designate in writing. Lessee shall pay the rent at the time and place
specified without deduction, set-off, notice or demand. Lessee expressly waives
any and all requirements for written notice for nonpayment of rent.
Exhibit 10
Page 1 of 12 Pages
3. Lessor agrees to pay the state, county and municipal property taxes
and insurance on the building and improvements on the demised premises,
including all alterations and additions, against loss or damages by fire during
the term of this lease.
4. No substantial portion of the building shall be demolished or removed by
Lessee, and if necessary, Lessee may at any time during the lease term, at its
own expense, make any alteration, additions or improvements in and to the
demised premises and the building.
Alterations shall be performed in a workmanlike manner and shall not
weaken or impair the structural strength, or lessen the value, of the building
on the premises, or change the purpose for which the building, or any part
thereof, may be used.
Any alterations, additions and improvements must be approved by Lessor
prior to the beginning of any work.
All alterations, additions and improvements on or in the demised
premises at the commencement of the term, and that may be created or installed
during the term, shall become part of the demised premises and the sole property
of Lessor, except that all movable trade fixtures installed by Lessee shall be
and remain the property of Lessee.
5. Lessee shall, at all times during the lease and at its own cost and
expense, repair, replace, and maintain in a good, safe and substantial
condition, the demised premises and any
Exhibit 10
Page 2 of 12 Pages
improvements, additions and alterations thereto, and shall use all reasonable
precaution to prevent waste, damage or injury to the demised premises.
6. Lessee shall be responsible for the payment and procurement of telephone
and utility services for the demised premises, and all telephone and utility
services on the demised premises shall be made in the name of Lessee only, and
Lessee shall be solely liable for said telephone and utility charges as they
become due.
7. Lessee shall secure and maintain in force at its expense during the term
of this lease and any extension thereof public liability insurance with insurers
and through brokers approved by Lessor. Such coverage shall be in an amount
adequate to protect against liability occurring in or around the leased
premises, but not to be less than Five Hundred Thousand Dollars ($500,000).
Lessee shall provide and keep in force other insurance in amounts that may from
time to time be required by Lessor against other insurable hazards as are
commonly insured against for the type of business activity that Lessee will
conduct. Lessee shall be responsible at its own cost and expense for any and all
insurance for equipment and other personal property on the premises.
8. The Parties shall be bound by all existing casements, agreements and
encumbrances now or hereafter of record relating to
Exhibit 10
Page 3 of 12 Pages
the demised premises, if any, and Lessor shall not be liable to Lessee for any
damage resulting from any action taken by a holder of an interest pursuant to
the rights of that holder thereunder.
Except as stated herein Lessor covenants and warrants that Lessee shall
have and enjoy full, quiet and peaceful possession of the demised premises
during the term of this lease and any extensions and renewals thereof.
9. If at any time the premises become totally untenantable by reason of
damage or loss by fire or other casualty, which has not been caused by the
wrongful act of Lessee, the rent shall xxxxx until the premises have been
restored to a tenantable condition. If the premises are so damaged, but not to
the extent that they are totally untenantable, Lessee shall continue to occupy
the same or the tenantable portion thereof, and the rent shall xxxxx
proportionately in the rate that the usable portion bears to the entire
premises. In the event of a loss, fire or other casualty, Lessor shall have an
election not to rebuild or recondition the premises, which election may be
exercised by written notice to Lessee given within 60 days from the date of such
loss. If Lessor exercised its election, this lease shall cease and be
terminated, effective on the date of such loss, and Lessee shall pay the accrued
rent up to the date of such loss, or the Lessor, if the rent has been paid
beyond such date, will refund to Lessee that portion or part of such rent
prepaid, and
Exhibit 10
Page 4 of 12 Pages
thereafter this lease shall become null and void with no further obligation on
the part of either party.
10. A condemnation of the entire building occupied by Lessee shall result
in a termination of this lease agreement. Lessor shall receive the total of any
consequential damages awarded as a result of condemnation proceedings. All
future rent installments to be paid by Lessee under this lease shall be
terminated in such event. If only a portion, but not less than 25%, of the
improved premises are taken by condemnation, Lessee may terminate this lease at
its option.
Lessee shall not be entitled to participate in or receive any part of
the damages or award which may be paid to or award to Lessor by reason of taking
under this paragraph, except where said award shall provide for moving or other
reimbursable expenses for Lessee under applicable statute. Provided, however, so
long as the condemnation award to Lessor shall not be reduced, the rights of the
Lessor as set forth herein shall in no way prejudice or interfere with any claim
which Lessee may have against the authority exercising the power of eminent
domain for damages or otherwise for the taking of destruction of, or
interference with, the leasehold investment and/or the interest of Lessee in the
leased premises.
11. Lessee waives all claims against Lessor for damages to goods, or for
injuries to persons on or about the premises from any cause arising at any time.
Lessee will indemnify Lessor on
Exhibit 10
Page 5 of 12 Pages
account of any damage or injury to any person, or to the goods of any person,
arising from the use of the premises by Lessee, or arising from failure of
Lessee to keep the premises in good condition as provided herein. Lessor shall
not be liable to Lessee for any damage by or from any act or negligence of any
owner or occupant of adjoining or contiguous property. Lessee agrees to pay for
all damages to the building, as well as all damage or injury suffered by tenants
or occupants thereof caused by misuse or neglect of the premises by Lessee.
12. Lessee will use and occupy the demised premises for lawful purposes
only, and will comply with any and all laws, ordinances, orders and regulations
of any governmental authority which are applicable to the use of the demised
premises.
Lessee shall be responsible at its own expense for obtaining any
license required for said purposes, and Lessee shall further be liable for any
and all taxes connected with said business.
13. Lessee shall not use or permit the premises, or any part thereof, to be
used for any purposes other those set forth herein. Lessee shall neither permit
on the premises any act, sale, or storage that may be prohibited under standard
forms of fire insurance policies, nor use the premises for any such purposes.
14. Lessee shall have the right to sublease, assign, underlet or grant the
permissive use of the leased premises or any
Exhibit 10
Page 6 of 12 Pages
part thereof with the prior written consent of the Lessor on the express
condition that the Lessee shall remain primarily responsible to Lessor for the
performance of all covenants and conditions of this lease. In no event shall any
sublease, assignee or tenant be considered whose overall use of the demised
premises would be detrimental. Consent as herein requires shall not be
unreasonably withheld.
15. If Lessee shall at any time be in default in payment of the rent herein
reserved or in the performance of any of the covenants, terms or conditions of
the lease, or if Lessee shall be adjudged a bankrupt, or shall make an
assignment for the benefit of creditors, or if a receiver of any property of the
Lessee in or upon said premises be appointed in any action, suit or proceeding
by or against it, or if the interest of the Lessee in said premises shall be
sold under execution or under legal process, Lessor shall have right to declare
the lease or any renewal thereof forfeited, shall have the right to re-enter
said premises, demand for same being waived, and repossess and enjoy the same,
and thereupon this lease and everything herein contained on the part of the
Lessor to be done and performed shall cease and determine, without prejudice,
however, to the right of Lessor to recover from the Lessee all rent due up to
the time of such entry, and for the remainder of the term except to the extent
that Lessor may collect rent from others to whom said space may be rented
Exhibit 10
Page 7 of 12 Pages
during the remainder of the term at the highest rent obtainable and may recover
from the Lessee all rent due up to the time of such entry, and for the remainder
of the term, except to the extent that Lessor may collect rent from others whom
said space may be rented during the remainder of such term.
Lessee shall not vacate or abandon the premises at any time during the
term, but if Lessee does vacate or abandon the premises or is dispossessed by
process of law, any personal property left on the premises shall be deemed
abandoned at the option of Lessor and shall become the property of Lessor.
16. If Lessor is compelled to incur any expenses, including reasonable
attorney fees, in instituting and prosecuting any action or proceeding by reason
of any default of Lessee hereunder the sum or sums so paid by Lessor with all
interest, cost and damages shall be deemed to be additional rent hereunder and
shall be due from Lessee to Lessor following the incurring of such respective
expenses.
17. Lessee shall permit Lessor, his agents and other employees, to have
access to and to enter the leased premises at all reasonable and necessary times
to inspect the premises for any purposes connected with the repair, improvement,
care and management of the premises or for any other purpose reasonably
connected with Lessor's interest in the premises and to perform any work or
other act found necessary on such inspection.
Exhibit 10
Page 8 of 12 Pages
18. Lessee shall immediately quit and surrender possession of the demised
premises or any improvements thereon to Lessor at the termination of this lease,
by expiration of lease term or otherwise, in as good condition as reasonable use
and wear will permit, damage by fire and other elements excepted. Lessee shall
return the keys to the demised premises to Lessor at the place stipulated herein
for the payment of rent. Lessee shall pay as liquidated damages for the whole
time the possession is not surrendered as required herein a sum equal to twice
the amount of the rent herein reserved, prorated and averaged per day of any
withholding. The provisions of this clause and acceptance of any liquidated
damages by Lessor shall not constitute a waiver by Lessor or any right of
re-entry as herein set forth, nor shall any other act in apparent affirmance of
the tenancy operate as a waiver of the right to terminate this lease or operate
as an extension hereof.
19. Time is of the essence in all provisions of this lease, and all
covenants, terms, provisions and conditions contained herein shall enure to the
benefit of and be binding upon the heirs, representatives, successors and
assigns of the Parties hereto.
IN WITNESS WHEREOF, this agreement has been executed by the Lessor and
Lessee, in duplicate original, this day and date first above written.
Exhibit 10
Page 9 of 12 Pages
LESSOR:
/s/ Xxxx X. Xxxxx
-------------------
XXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
-------------------
XXXXXX X. XXXXX
LESSEE:
BAD TOYS, INC.
By /s/ Xxxxx X. Xxxxx
-----------------------
XXXXX XXXXX, President
/s/ Xxxxx X. Xxxxx
--------------------------
XXXXX XXXXX, individually
/s/ Xxxxx X. Xxxxx
--------------------------
XXXXX XXXXX, individually
Exhibit 10
Page 10 of 12 Pages
STATE OF TENNESSEE
COUNTY OF XXXXXXXX
Personally appeared before me, the undersigned authority, a Notary
Public in and for the State and County aforesaid, XXXX X. XXXXX and wife, XXXXXX
X. XXXXX, the within named bargainors, with whom I am personally acquainted, or
proved to me on the basis of satisfactory evidence, and who acknowledged that
they executed the foregoing instrument for the purposes therein contained.
WITNESS my hand and official seal, this 4th day of September, 1997.
[Seal]
/s/ Xxxxx X. Xxxxxx
---------------------------
NOTARY PUBLIC
My commission expires:
00-0-00
XXXXX XX XXXXXXXXX
XXXXXX OF XXXXXXXX
Personally appeared before me, the undersigned authority, a Notary
Public in and for the State and County aforesaid, XXXXX XXXXX and wife, XXXXX
XXXXX, the within named bargainors, with whom I am personally acquainted, or
proved to me on the basis of satisfactory evidence, and who acknowledged that
they executed the foregoing instrument for the purposes therein contained.
WITNESS my hand and official seal, this 2nd day of September, 1997.
[Seal]
/s/ Xxxxxxx X. Xxxxx
---------------------------
NOTARY PUBLIC
My commission expires:
00-00-00
XXXXX XX XXXXXXXXX
XXXXXX OF XXXXXXXX
Personally appeared before me, the undersigned authority, a Notary
Public in and for the State and County aforesaid, XXXXX XXXXX, with whom I am
personally acquainted, or proved to me on the basis of satisfactory evidence,
and who, upon oath,
Exhibit 10
Page 11 of 12 Pages
acknowledged herself to be the President of BAD TOYS, INC., the within named
bargainor, a corporation, and that she as such President, being authorized so to
do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by herself as President.
WITNESS my hand an official seal, this 2nd day of September, 1997.
[Seal]
/s/ Xxxxxxx X. Xxxxx
---------------------------
NOTARY PUBLIC
My commission expires:
10-14-00
Exhibit 10
Page 12 of 12 Pages
