SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("AGREEMENT") is made as of this 30th day of
June, 1995 by and among (i) XXXXXXX VENTURES, a Kentucky general partnership
with its principal office at 0000 Xxx Xxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000
and ABFAM, INC., a Kentucky corporation with its principal office at 000
Xxxxx 0xx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 (hereinafter
collectively referred to as the "LESSOR"); (ii) BLUE DOOR-BOWLING GREEN JOINT
VENTURE, a Kentucky joint venture having its principal office at 0000 Xxxxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"LESSEE"); (iii) TUMBLEWEED, LLC, a Kentucky limited liability company having
its principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000; (hereinafter referred to as "SUB-LESSEE"); and (iv) BLUE DOOR
ENTERPRISES, INC., f/k/a Blue Door Restaurants, Inc., a Kentucky corporation
having its principal office at 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx 00000 and XXXXXXX X. XXXXXX, an individual residing at 00000
Xxxxxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 (hereinafter collectively
referred to as the "GUARANTORS").
RECITALS:
A. Lessor and Lessee entered into a certain Lease dated April 1, 1995
(hereinafter referred to as the "LEASE" and attached hereto as EXHIBIT "A")
covering certain real estate with improvements thereon known as 0000
Xxxxxxxxxxx Xxxx in Bowling Xxxxx, Xxxxxx County, Kentucky (hereinafter
referred to as the "LEASED PREMISES").
B. Sub-Lessee is interested in subletting the Leased Premises from Lessee
and said Lease permits the subletting of the Leased Premises by Lessee.
C. Guarantors join in this Agreement for purposes of guaranteeing Lessee's
performance hereunder.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, Lessor, Lessee and Sub-Lessee agree as follows:
1. PREMISES AND RENTAL. Lessee hereby leases unto Sub-Lessee and
Sub-Lessee hereby leases from Lessee, effective on the 1st day of July, 1995,
that real property described in the Lease, to have and to hold during the
Term.
2. INITIAL TERM. The initial term of this Agreement shall commence as of
the date hereof and end on July 31, 1995 UNLESS sooner terminated as
hereinafter provided (the "INITIAL TERM").
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3. ADDITIONAL TERMS. Unless sooner terminated as hereinafter provided,
this Agreement shall be automatically renewed and extended on a
month-to-month basis for additional consecutive terms of one (1) calendar
month each (the "ADDITIONAL TERMS") upon the expiration of the Initial Term
or any Additional Terms, UNLESS AT LEAST 30 days prior to the expiration of
the Initial Term and any Additional Terms, Sub-Lessee shall have given
written notice to the other stating that the Term of this Agreement shall not
be so renewed or extended (the "30 DAY NOTICE"). The parties acknowledge
that neither party is under any obligation to refrain from delivering a 30
Day Notice to the other thereby permitting this Agreement to be automatically
renewed or extended upon the expiration of the Initial Term or any Additional
Term.
4. TERM AND PRORATIONS. For all purposes of this Agreement, the term
"TERM" shall mean the Initial Term PLUS all Additional Terms. If applicable,
all utility charges and real property taxes will be prorated as of the date
Sub-Lessee actually takes possession of the Leased Premises.
5. COVENANTS OF SUB-LESSEE. Unless otherwise provided herein, Sub-Lessee
assumes and agrees to perform all the duties and obligations as the Lessee
under the Lease from and after the effective date of this Agreement and shall
have the same rights and privileges as Lessee thereunder.
6. LESSEE'S OBLIGATIONS NOT ASSUMED BY SUB-LESSEE. Notwithstanding
anything to the contrary in this Agreement, Sub-Lessee does not assume, and
shall not be responsible for, obligations of the Lessee under the Lease.
Sub-Lessee shall look solely to Lessee for performance of Lessee's
obligations under the Lease. Sub-Lessee agrees to cooperate with Lessee, at
Lessee's sole expense, to require Lessee to perform its obligations under the
Lease. Lessee shall indemnify and hold Sub-Lessee harmless from any suits,
actions or damages resulting from or connected with such cooperation.
7. NOTICES. Any notices which any party may desire or be required to serve
upon each other shall be served upon deposit in the U.S. mail, registered or
certified, postage paid, addressed to respective party as follows:
If to Lessor: ABFAM, Inc.
000 Xxxxx 0xx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
and
XXXXXXX VENTURES
0000 Xxx Xxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
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If to Lessee: Blue Door Enterprises, Inc.
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
If to Sub-Lessee: Tumbleweed, LLC
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, Xx. and
Xxxxx X. Xxxxxxxxx, Managers
8. ASSIGNMENT. Sub-Lessee shall not assign this Agreement, nor
further sublet all or any portion of the Leased Premises, without the written
consent of Lessee and Landlord.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and month first above written by the duly authorized signatures of the
parties indicated below.
LESSOR:
XXXXXXXX VENTURES,
A KENTUCKY GENERAL PARTNERSHIP
/s/ Xxxxx X. Xxxx
------------------------------------------------
XXXXX X. XXXX, GENERAL PARTNER
ABFAM, INC.,
A KENTUCKY CORPORATION
------------------------------------------------
XXXXXX X. XXXXXXX, PRESIDENT
LESSEE:
BLUE DOOR-BOWLING GREEN JOINT VENTURE, A KENTUCKY
JOINT VENTURE
BY: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
XXXXXXX X. XXXXXX, PRESIDENT OF
BLUE DOOR ENTERPRISES, INC., A KENTUCKY
CORPORATION, ITS MANAGING JOINT VENTURE
PARTNER
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SUB-LESSEE:
TUMBLEWEED, LLC
BY: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
XXXX X. XXXXXXX, XX., MANAGER
BY: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------------
XXXXX X. XXXXXXXXX, MANAGER
GUARANTORS:
BLUE DOOR ENTERPRISES, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
XXXXXXX X. XXXXXX, PRESIDENT
XXXXXXX X. XXXXXX
BY: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
XXXXXXX X. XXXXXX, INDIVIDUALLY
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