New York-Tuxedo Lease Agreement - Faire Partners LLC and Renaissance Entertainment Corp.
LEASE AGREEMENT
BETWEEN
FAIRE PARTNERS, LLC ("LANDLORD")
AND
RENAISSANCE ENTERTAINMENT CORPORATION ("TENANT")
DATED
_______________, 2002
<Page>
LEASE AGREEMENT
THIS AGREEMENT OF LEASE, made this _____ day of ___________, 2002, by and
between Faire Partners, LLC, a limited liability company organized and existing
under the laws of the State of Texas, hereinafter designated and referred to as
"Landlord," and Renaissance Entertainment Corporation, a corporation organized
and existing under the laws of the State of Colorado, hereinafter designated and
referred to as "Tenant."
WITNESSETH:
Landlord, for and in consideration of the rents, covenants and agreements
hereinafter reserved, mentioned and contained on the part of Tenant, its
successors and assigns, to be paid, kept, observed and performed, has leased,
rented, let and demised, and by these presents does lease, rent, let and demise
unto Tenant, and Tenant does hereby take and hire, upon and subject to the
conditions and limitations hereinafter expressed, all those parcels of land
situated in the State of New York, described in Exhibit "A" attached hereto and
made a part hereof (hereinafter collectively called the "Land"), together with
all improvements, machinery, building equipment, fixtures and other property,
real, personal or mixed, except Tenant's trade fixtures, installed or located
thereon, together with all additions, alterations and replacements thereof
(hereinafter collectively referred to as the "Improvements"). The Land and the
Improvements are hereinafter collectively referred to as the "Demised Premises."
The Demised Premises are subject to the easements, restrictions, reservations
and other "permitted encumbrances" set forth on said Exhibit "B". The structures
located upon and being a part of the Demised Premises which are constructed for
human occupancy or for storage of goods, merchandise, equipment, or other
personal property are collectively called the "Buildings".
<Page>
ARTICLE I
TERM OF LEASE
1.1 The term of this Lease Agreement (the "Term") shall commence on the day
of execution hereof, (the "Commencement Date") and shall end on the 31st day of
March, 2022.
ARTICLE II
BASIC RENT
2.1 In consideration of the leasing of the Demised Premises, Tenant covenants
to pay Landlord, without previous demand therefor and without any right of
setoff or deduction whatsoever, at:
Faire Partners, LLC
4855 North Mesa
Suite 120
El Paso, Texas 79912-5937
or at such other place as Landlord may from time to time designate in writing,
an annual rental for each year of the Term of this Lease Agreement of:
$425,000 per year for Lease Years 1 through 5
$435,000 per year for Lease Years 6 through 15
$450,000.00 per year for Lease Years 16 through 20
For the purposes of this Lease the First Lease Year shall be the period
commencing on the Commencement Date and expiring on March 31, 2003 and all
subsequent Lease Years shall be a period of one year commencing on the first day
of April and expiring on the last day of the immediately succeeding March. For
example, the second Lease Year shall be the 12 month period commencing on April
1, 2003 and expiring on March 31, 2004. Basic Rent for each Lease Year shall be
paid in monthly installments commencing on the Commencement Date and continuing
on the first day of each month thereafter for the succeeding months during the
balance of each Lease Year. Each such monthly installment shall be in an amount
equal to 1/12 of the Annual Basic Rent payable for the Lease Year in which the
month in which such monthly installment is due falls. The rent provided for in
this Paragraph 2.1 is hereinafter called the "Basic Rent".
2.2 The Basic Rent shall be absolutely net to Landlord so that this Lease
Agreement shall yield, net to Landlord, the Basic Rent specified in Paragraph
2.1 in each year of the term of this Lease Agreement and that all impositions,
insurance premiums, utility charges, maintenance, repair and replacement
expenses, all expenses relating to Compliance with Laws, and all other costs,
fees, charges, expenses, reimbursements and obligations of every kind and nature
whatsoever relating to the Demised Premises (excepting only Landlord's portion
of the proration of real estate taxes and special assessments for the last year
of the term of this Lease Agreement referred to in Paragraph 4.1 of this Lease
Agreement) which may arise or become due during the term or by reason of events
occurring during the term of this Lease Agreement shall be paid or
-2-
<Page>
discharged by Tenant as additional rent (all such items being sometimes
hereinafter collectively referred to as "Additional Rent").
2.3 All payments of Basic Rent and Additional Rent shall be payable without
previous demand therefor and without any right of setoff or deduction whatsoever
except as set forth in Section 17.5 hereof, and in case of nonpayment of any
item of Additional Rent by Tenant when the same is due, Landlord shall have, in
addition to all its other rights and remedies, all of the rights and remedies
available to Landlord under the provisions of this Lease Agreement or by law in
the case of nonpayment of Basic Rent. The performance and observance by Tenant
of all the terms, covenants, conditions and agreements to be performed or
observed by Tenant hereunder shall be performed and observed by Tenant at
Tenant's sole cost and expense. Any installment of Basic Rent or Additional Rent
or any other charges payable by Tenant under the provisions hereof which shall
not be paid when due shall bear interest at an annual rate equal to fifteen
percent (15%) per annum (the "Maximum Rate of Interest") from the date when the
same is due hereunder until the same shall be paid, but in no event in excess of
the maximum lawful rate permitted to be charged by Landlord against Tenant.
ARTICLE III
USE OF DEMISED PREMISES
3.1 The Demised Premises including all buildings or other improvements
hereafter erected upon the same shall be used for such activities as may be
lawfully carried on in and about the Demised Premises. Tenant shall not use or
occupy the same, or knowingly permit them to be used or occupied, contrary to
any statute, rule, order, ordinance, requirement or regulation applicable
thereto, or in any manner which would violate any certificate of occupancy
affecting the same, or which would make void or voidable any insurance then in
force with respect thereto or which would make it impossible to obtain fire or
other insurance thereon required to be furnished hereunder by Tenant, or which
would cause structural injury to the improvements or cause the value or
usefulness of the Demised Premises, or any portion thereof, substantially to
diminish (reasonable wear and tear excepted), or which would constitute a public
or private nuisance or waste, and Tenant agrees that it will promptly, upon
discovery of any such use, take all necessary steps to compel the discontinuance
of such use. Further, Tenant shall not use, store, or dispose of any so-called
"hazardous wastes" or "hazardous substances" as defined by federal, state, or
local environmental laws (including so-called "Superfund" laws) on the Demised
Premises except for any such materials used by Tenant in the normal operation of
its business, which materials shall be kept and used in compliance with
applicable laws.
3.2 Tenant shall not use, suffer, or permit the Demised Premises, or any
portion thereof, to be used by Tenant, any third party or the public, as such,
without restriction or in such manner as might reasonably tend to impair
Landlord's title to the Demised Premises, or any portion thereof, or in such
manner as might reasonably make possible a claim or claims of adverse usage or
adverse possession by the public, as such, or third persons, or of implied
dedication of the Demised Premises, or any portion thereof. Nothing in this
Lease Agreement contained and no action or inaction by Landlord shall be deemed
or construed to mean that Landlord has granted to Tenant any right, power or
permission to do any act or make any agreement that may create, or give rise to
or be the foundation for any such right, title, interest, lien, charge or other
encumbrance upon the estate of Landlord in the Demised Premises.
-3-
<Page>
ARTICLE IV
PAYMENT OF TAXES, ASSESSMENTS, ETC.
4.1 Tenant covenants and agrees to pay during the term of this Lease
Agreement, as Additional Rent, before any fine, penalty, interest or cost may be
added thereto for the nonpayment thereof, all real estate taxes, special
assessments, water rates and charges, sewer rates and charges, including any sum
or sums payable for present or future sewer or water capacity, charges for
public utilities, street lighting, excise levies, licenses, permits, inspection
fees, other governmental charges, and all other charges or burdens of whatsoever
kind and nature (including costs, fees, and expenses of complying with any
restrictive covenants or similar agreements to which the Demised Premises are
subject) incurred in the use, occupancy, ownership, operation, leasing or
possession of the Demised Premises, without particularizing by any known name or
by whatever name hereafter called, and whether any of the foregoing be general
or special, ordinary or extraordinary, foreseen or unforeseen (all of which are
sometimes herein referred to as "Impositions"), which at any time during the
term may have been or may be assessed, levied, confirmed, imposed upon, or
become a lien on the Demised Premises (all as equitably prorated to reflect
payment only for those portions thereof allocable to the term of the Lease), or
any portion thereof, or any appurtenance thereto, rents or income therefrom, and
such easements or rights as may now or hereafter be appurtenant or appertain to
the use of the Demised Premises. Tenant shall pay all special (or similar)
assessments for public improvements or benefits which, during the term of this
Lease Agreement shall be laid, assessed, levied or imposed upon or become
payable or become a lien upon the Demised Premises, or any portion thereof;
provided, however, that if by law any special assessment is payable (without
default) or, at the option of the owner, may be paid (without default) in
installments (whether or not interest shall accrue on the unpaid balance of such
special assessment), Tenant may pay the same, together with any interest accrued
on the unpaid balance of such special assessment in installments as the same
respectively become payable and before any fine, penalty, interest or cost may
be added thereto for the nonpayment of any such installment and the interest
thereon. Tenant shall pay all special assessments or installments thereof
(including interest accrued thereon), whether heretofore or hereafter laid,
assessed, levied or imposed upon the Demised Premises, or any portion thereof,
which are due and payable during the term of this Lease Agreement. Landlord
shall pay all installments of special assessments (including interest accrued on
the unpaid balance) which are payable after the termination date of the term of
this Lease Agreement. Tenant shall pay all real estate taxes, whether heretofore
or hereafter levied or assessed upon the Demised Premises, or any portion
thereof, which are due and payable during the term of this Lease Agreement.
Anything herein to the contrary notwithstanding, Landlord shall pay that portion
of the real estate taxes and installments of special assessments due and payable
in respect to the Demised Premises during the year the Term ends which the
number of days in said year not within the term of this Lease Agreement bears to
365, and Tenant shall pay the balance of said real estate taxes and installments
of special assessments during said years.
4.2 Tenant shall have the right 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, but only after payment of such Imposition,
unless such payment, or a payment thereof under protest, would operate as a bar
to such contest or interfere materially with the prosecution thereof, in which
event, notwithstanding the provisions of Paragraph 4.1 hereof, Tenant may
postpone or
-4-
<Page>
defer payment of such Imposition if neither the Demised Premises nor any portion
thereof would, by reason of such postponement or deferment, be in danger of
being forfeited or lost. Upon the termination of any such proceedings, Tenant
shall pay the amount of such Imposition or part thereof, if any, as finally
determined in such proceedings, the payment of which may have been deferred
during the prosecution of such proceedings, together with any costs, fees,
including attorney's fees, interest, penalties, fines, and other liability in
connection therewith. Tenant shall be entitled to the refund of any Imposition,
penalty, fine and interest thereon received by Landlord which have been paid by
Tenant or which have been paid by Landlord but for which Landlord has been
previously reimbursed in full by Tenant. Landlord shall not be required to join
in any proceedings referred to in this Paragraph 4.2 unless the provisions of
any law, rule or regulation at the time in effect shall require that such
proceedings be brought by or in the name of Landlord, in which event Landlord
shall join in such proceedings or permit the same to be brought in Landlord's
name and Tenant shall reimburse Landlord for any costs or expenses Landlord may
incur as a result of such joinder or permission.
4.3 Tenant covenants to furnish Landlord, promptly upon the request of
Landlord, receipts of the appropriate taxing authority, or other appropriate
proof satisfactory to Landlord, evidencing the payment of any Imposition.
ARTICLE V
INSURANCE
5.1 Tenant, at its sole cost and expense, shall obtain and continuously
maintain in full force and effect during the Term of this Lease Agreement,
commencing with the date that rental (full or partial) commences, policies of
insurance covering the Improvements constructed, installed or located on the
Demised Premises for the benefit of Landlord, as the named insured, against loss
or damage by fire and such other risks or hazards now or hereafter embraced by
an "Extended Coverage Endorsement".
5.2 During the term of this Lease Agreement, Tenant, at its sole cost and
expense, but for the mutual benefit of Landlord and Tenant, shall obtain and
continuously maintain in full force and effect Comprehensive general liability
and business automobile liability insurance against any loss, liability or
damage on, about or relating to the Demised Premises, or any portion thereof,
and including coverage for assault and battery, liquor liability and punitive or
exemplary damages with limits of not less than One Million Dollars ($1,000,000)
per occurrence and Four Million Dollars ($4,000,000) in the aggregate. Any such
insurance obtained and maintained by Tenant shall name both Landlord (and if
Landlord so requests, any holder of any mortgages now or hereafter becoming a
lien on the fee of the Demised Premises or any portion thereof) and Tenant as
named insureds therein and shall be obtained and maintained from and with a
reputable and financially sound insurance company authorized to issue such
insurance in the state in which the Demised Premises are located.
5.3 All policies of insurance required by Paragraph 5.1 shall provide that
the proceeds thereof shall be payable to Landlord and if Landlord so requests
shall also be payable to any holder of any mortgages now or hereafter becoming a
lien on the fee of the Demised Premises, or any portion thereof, as the interest
of such purchaser or holder appears pursuant to a standard named insured or
mortgagee clause. Tenant shall not, on Tenant's own initiative or pursuant to
request
-5-
<Page>
or requirement of any third party, take out separate insurance concurrent in
form or contributing in the event of loss with that required in Paragraph 5.1
hereof, unless Landlord is included therein as a named insured with loss payable
as in said Paragraph 5.1 provided. Tenant shall immediately notify Landlord
whenever any such separate insurance is taken out and shall deliver to Landlord
duplicate originals thereof or original certificates evidencing the same with
true copies of such insurance policies attached. All such policies of insurance
shall provide that any loss shall be payable to Landlord notwithstanding any act
or omission of Tenant which might otherwise result in a forfeiture or reduction
of such insurance.
Each policy required under this Article V shall have attached thereto (i)
an endorsement that such policy shall not be canceled or materially changed
without at least thirty (30) days prior written notice to Landlord and any party
holding a mortgage on the Demised Premises which has provided evidence of such
fact and its address to which notices should be sent (a "Registered Mortgagee"),
and (ii) an endorsement to the effect that the insurance as to the interest of
Landlord shall not be invalidated by any act or neglect of any person. All
policies of insurance shall be written in companies reasonably satisfactory to
Landlord and any Registered Mortgagee and licensed in the state in which the
Demised Premises are located, and shall be written in such form and shall be
distributed in such companies as shall be reasonably satisfactory to Landlord
and any Registered Mortgagee. Such policies (or certificates of insurance
acceptable to Landlord and any Registered Mortgagee) shall be delivered to
Landlord endorsed "Premium Paid" by the company or agent issuing the same or
accompanied by other evidence satisfactory to Landlord and any Registered
Mortgagee that the premiums thereon have been paid. Such policies (or
certificates of insurance acceptable to Landlord) and evidence of payment shall
be delivered to Landlord upon commencement of the term; and prior to expiration
of such policy, a new policy (or certificates of insurance acceptable to
Landlord), plus evidence of premium payment, shall be delivered to Landlord not
less than twenty (20) days prior to the expiration of the then current policy
term.
5.4 Landlord agrees that Tenant may cause to be inserted in the policy or
policies of insurance required by Paragraph 5.1 hereof a so-called "Waiver of
Subrogation Clause" as to Tenant.
5.5 Tenant hereby waives, releases, discharges and agrees to indemnify and
defend Landlord, its agents and employees from and against all claims whatsoever
arising out of loss, claim, expense or damage to or destruction of any personal
property of Tenant or to Tenant's business notwithstanding that such loss,
claim, expense or damage may have been caused by Landlord, its agents or
employees, and Tenant agrees to look to any insurance coverage maintained by
Tenant only in the event of such loss.
5.6 Upon expiration of the term of this Lease Agreement, the unearned
premiums upon any insurance policies or certificates thereof lodged with
Landlord by Tenant shall, subject to the provisions of Article XII hereof, be
payable to Tenant, provided that Tenant shall not then be in default in keeping,
observing or performing the terms and conditions of this Lease Agreement.
5.7 Nothing in this Article shall prevent Tenant from taking out insurance of
the kind and in the amount provided for under the preceding paragraphs of this
Article under a blanket insurance policy or policies (copies of which or
certificates thereof satisfactory to Landlord and any
-6-
<Page>
Registered Mortgagee shall be delivered to Landlord) which may cover other
properties owned or operated by Tenant as well as the Demised Premises;
provided, however, that any such policy of blanket insurance of the kind
provided for shall (i) specify therein the amounts thereof exclusively allocated
to the Demised Premises or Tenant shall furnish Landlord and any Registered
Mortgagee with a written statement from the insurers under such policies
specifying the amounts of the total insurance exclusively allocated to the
Demised Premises, and (ii) not contain any clause which would result in the
insured thereunder becoming a co-insurer of any loss with the insurer under such
policy; and further provided, however, that such policies of blanket insurance
shall, as respects the Demised Premises, contain the various provisions required
of such an insurance policy by the foregoing provisions of this Article V.
ARTICLE VI
UTILITIES
During the term of this Lease Agreement, Tenant will pay, when due, all
charges of every nature, kind or description for utilities furnished to the
Demised Premises or chargeable against the Demised Premises, including all
charges for water, sewage, heat, gas, light, garbage, electricity, telephone,
steam, power, or other public or private utility services.
ARTICLE VII
REPAIRS
7.1 Tenant, at its sole cost and expense, throughout the term of this Lease
Agreement, shall take good care of the Demised Premises (including any
improvements hereafter erected or installed on the Land), and shall keep the
same in good order and condition and shall make and perform all maintenance and
replacements thereof and all necessary repairs thereto, interior and exterior,
structural and nonstructural, ordinary and extraordinary, foreseen and
unforeseen, of every nature, kind and description which are necessary for the
continued operation of Renaissance Fairs on the Demised Premises. All repairs
made by Tenant shall be made by Tenant in accordance with all laws, ordinances
and regulations whether heretofore or hereafter enacted. The necessity for or
adequacy of maintenance and repairs shall be measured by the standards which are
appropriate for improvements of similar construction and class, provided that
Tenant shall in any event make all repairs necessary to avoid any structural
damage or other damage or injury to the Improvements.
7.2 Landlord shall not be required to furnish any services or facilities or
to make any repairs or alterations in, about or to the Demised Premises or any
improvements hereafter erected thereon. Tenant hereby assumes the full and sole
responsibility for the condition, operation, repair, replacement, maintenance
and management of the Demised Premises and all improvements hereafter erected
thereon, and Tenant hereby waives any rights created by any law now or hereafter
in force to make repairs to the Demised Premises or improvements hereafter
erected thereon at Landlord's expense.
7.3 Tenant shall not do or suffer any waste or damage, disfigurement or
injury to the Demised Premises, or any improvements hereafter erected thereon,
or to the fixtures or equipment therein.
-7-
<Page>
ARTICLE VIII
COMPLIANCE WITH LAWS AND ORDINANCES
8.1 Tenant shall, throughout the term of this Lease Agreement, and at
Tenant's sole cost and expense, promptly comply or cause compliance with or
remove or cure any violation of any and all present and future laws, ordinances,
orders, rules, regulations and requirements of all federal, state, municipal and
other governmental bodies having jurisdiction over the Demised Premises and
whether the compliance, curing or removal of any such violation and the costs
and expenses necessitated thereby shall have been foreseen or unforeseen,
ordinary or extraordinary, and whether or not the same shall be presently within
the contemplation of Landlord or Tenant or shall involve any change of
governmental policy, or require structural or extraordinary repairs, alterations
or additions by Tenant and irrespective of the costs thereof.
8.2 After prior written notice to Landlord, Tenant, at its sole cost and
expense and without cost or expense to Landlord, shall have the right to contest
the validity or application of any law or ordinance referred to in this Article
VIII in the name of Tenant or Landlord, or both, by appropriate legal
proceedings diligently conducted but only if the terms of any such law or
ordinance, compliance therewith pending the prosecution of any such proceeding,
may legally be delayed without the incurrence of any lien, charge or liability
of any kind against the Demised Premises, or any portion thereof, and without
subjecting Landlord or Tenant to any liability, civil or criminal, for failure
to comply therewith until the final determination of such proceeding; provided,
however, if any lien, charge or civil liability would be incurred by reason of
any such delay, Tenant nevertheless, on the prior written consent of Landlord,
may contest as aforesaid and delay as aforesaid, provided that such delay would
not subject Tenant or Landlord to criminal liability and Tenant (i) prosecutes
the contest with due diligence and in good faith, and (ii) agrees to indemnify,
defend and hold harmless Landlord and the Demised Premises from any charge,
liability or expense whatsoever.
If necessary or proper to permit Tenant so to contest the validity or
application of any such law or ordinance, Landlord shall, at Tenant's sole cost
and expense, including reasonable attorney's fees incurred by Landlord, execute
and deliver any appropriate papers or other documents; provided, Landlord shall
not be required to execute any document or consent to any proceeding which would
result in the imposition of any cost, charge, expense or penalty on Landlord or
the Demised Premises.
ARTICLE IX
MECHANIC'S LIENS AND OTHER LIENS
9.1 Tenant shall not suffer or permit any mechanic's lien or other lien to be
filed against the Demised Premises, or any portion thereof, by reason of work,
labor, skill, services, equipment or materials supplied or claimed to have been
supplied to the Demised Premises at the request of Tenant, or anyone holding the
Demised Premises, or any portion thereof, through or under Tenant. If any such
mechanic's lien or other lien shall at any time be filed against the Demised
Premises, or any portion thereof, Tenant shall cause the same to be discharged
of record within thirty (30) days after the date of filing the same. The
foregoing notwithstanding, after prior written notice to Landlord, Tenant shall
have the right, at its sole cost and expense and without cost or expense to
Landlord, to contest the validity of any such mechanics lien provided that the
-8-
<Page>
Tenant (i) prosecutes the contest with due diligence and in good faith, and (ii)
agrees to indemnify, defend and hold harmless Landlord and the Demised Premises
from any charge, liability or expense whatsoever in connection with such contest
and/or the mechanics lien being contested.
All material providers, contractors, artisans, mechanics, laborers and
any other person now or hereafter furnishing any labor, services, materials,
supplies or equipment to Tenant with respect to the Demised Premises, or any
portion thereof, are hereby charged with notice that they must look exclusively
to Tenant to obtain payment for the same. Notice is hereby given that Landlord
shall not be liable for any labor, services, materials, supplies, skill,
machinery, fixture or equipment furnished or to be furnished to Tenant upon
credit, and that no mechanic's lien or other lien for any such labor, services,
materials, supplies, machinery, fixtures or equipment shall attach to or affect
the estate or interest of Landlord in and to the Demised Premises, or any
portion thereof.
9.2 Tenant shall not create, permit or suffer, and shall promptly discharge
and satisfy of record, any other lien, encumbrance, charge, security interest,
or other right or interest which shall be or become a lien, encumbrance, charge
or security interest upon the Demised Premises, or any portion thereof, or the
income therefrom, or on the interest of Landlord or Tenant in the Demised
Premises, or any portion thereof, save and except for those liens, encumbrances,
charges, security interests, or other rights or interests consented to, in
writing, by Landlord, or those mortgages, assignments of rents, assignments of
leases and other mortgage documentation placed thereon by Landlord in financing
or refinancing the Demised Premises.
ARTICLE X
INTENT OF PARTIES
10.1 Landlord and Tenant do each state and represent that it is their
respective intention that this Lease Agreement be interpreted and construed as
an absolute net lease and all Basic Rent and Additional Rent shall be paid by
Tenant to Landlord without abatement, deduction, diminution, deferment,
suspension, reduction, setoff, defense or counterclaim with respect to the same;
and the obligations of Tenant shall not be affected by reason of any
condemnation, eminent domain or like proceedings (except as provided in Article
XIII hereof); nor shall the obligations of Tenant be affected by reason of any
other cause whether similar or dissimilar to the foregoing or by any laws or
customs to the contrary. It is the further express intent of Landlord and Tenant
that (i) the obligations of Landlord and Tenant hereunder shall be separate and
independent covenants and agreements and that the Basic Rent and Additional
Rent, and all other charges and sums payable by Tenant hereunder, shall commence
at the times provided herein and shall continue to be payable in all events
unless the obligations to pay the same shall be terminated pursuant to an
express provision in this Lease Agreement; (ii) all costs and expenses of
whatsoever character or kind, general or special, ordinary or extraordinary,
foreseen or unforeseen, and of every kind and nature whatsoever that may be
necessary or required in and about the Demised Premises, or any portion thereof,
and Tenant's possession or authorized use thereof during the term of this Lease
Agreement, shall be paid by Tenant and all provisions of this Lease Agreement
are to be interpreted and construed in light of the intention expressed in this
Paragraph 10.1; (iii) the Basic Rent specified in Paragraph 2.1 shall be
absolutely net to Landlord so that this Lease Agreement shall yield net to
Landlord the Basic Rent specified in
-9-
<Page>
Paragraph 2.1 in each year during the term of this Lease Agreement (unless
extended or renewed at a different Basic Rent); (iv) all Impositions, insurance
premiums, utility expense, repair and maintenance expense, and all other costs,
fees, interest, charges, expenses, reimbursements and obligations of every kind
and nature whatsoever relating to the Demised Premises, or any portion thereof,
which may arise or become due during the term of this Lease Agreement, or any
extension or renewal thereof, shall be paid or discharged by Tenant as
Additional Rent; and (v) Tenant hereby agrees to indemnify, defend and save
Landlord harmless from and against such costs, fees, charges, expenses,
reimbursements and obligations, and any interest thereon.
10.2 If Tenant shall at any time fail to pay any Imposition in accordance with
the provisions of Article IV, or to take out, pay for, maintain and deliver any
of the insurance policies or certificates of insurance provided for in Article
V, or shall fail to make any other payment or perform any other act on its part
to be made or performed, then Landlord, after fifteen (15) days prior written
notice to Tenant (or without notice in case of emergency), and without waiving
or releasing Tenant from any obligation of Tenant contained in this Lease
Agreement, may, but shall be under no obligation to do so, (i) pay any
Imposition payable by Tenant pursuant to the provisions of Article IV; (ii) take
out, pay for and maintain any of the insurance policies provided for in this
Lease Agreement; or (iii) make any other payment or perform any other act on
Tenant's part to be paid or performed as in this Lease Agreement provided, and
Landlord may enter upon the Demised Premises for any such purpose and take all
such action therein or thereon as may be necessary therefor. Nothing herein
contained shall be deemed as a waiver or release of Tenant from any obligation
of Tenant in this Lease Agreement contained.
10.3 All sums so paid by Landlord and all costs and expenses, including
reasonable attorney's fees, incurred by Landlord in connection with the
performance of any such act, together with interest thereon at the Maximum Rate
of Interest hereof, from the respective dates of Landlord's making of each
payment of such cost and expense, including reasonable attorney's fees, shall be
paid by Tenant to Landlord on demand. If Tenant shall fail to perform any act
required of it, Landlord may perform the same, but shall not be required to do
so, in such manner and to such extent as Landlord may deem necessary or
desirable, and in exercising any such right to employ counsel and to pay
necessary and incidental costs and expenses, including reasonable attorney's
fees. All sums so paid by Landlord and all necessary and incidental costs and
expenses in connection with the performance of any such act by Landlord,
together with interest thereon at the Maximum Rate of Interest hereof from the
date of making such expenditure by Landlord, shall be deemed Additional Rent
hereunder and, except as is otherwise expressly provided herein, shall be
payable to Landlord on demand or, at the option of Landlord, may be added to any
monthly rental then due or thereafter becoming due under this Lease Agreement,
and Tenant covenants to pay any such sum or sums, with interest as aforesaid,
and Landlord shall have, in addition to any other right or remedy of Landlord,
the same rights and remedies in the event of nonpayment thereof by Tenant as in
the case of default by Tenant in the payment of monthly Basic Rent.
ARTICLE XI
DEFAULTS OF TENANT
11.1 If any one or more of the following events (in this Article sometimes
called "Events of Default") shall happen:
-10-
<Page>
(a) If default shall be made in the due and punctual payment of any Basic
Rent and such default shall continue for a period of ten (10) days;
(b) If a default shall be made in the due and punctual payment of any
Additional Rent payable under this Lease Agreement or in the payment
of any obligation to be paid by Tenant, when and as the same shall
become due and payable, and such default shall continue for a period
of ten (10) days after written notice thereof given by Landlord to
Tenant;
(c) If default shall be made by Tenant in keeping, observing or
performing any of the terms contained in this Lease Agreement, other
than those referred to in Subparagraphs (a) and (b) of this Paragraph
11.1, and such default shall continue for a period of fifteen (15)
days after the mailing of written notice thereof given by Landlord to
Tenant, or in the case of such a default or contingency which cannot
with due diligence and in good faith be cured within fifteen (15)
days, and Tenant fails to proceed promptly and with due diligence and
in good faith to cure the same and thereafter to prosecute the curing
of such default with due diligence and in good faith, it being
intended that in connection with a default not susceptible of being
cured with due diligence and in good faith within fifteen (15) days,
that the time allowed Tenant within which to cure the same shall be
extended for such period as may be necessary for the curing thereof
promptly with due diligence and in good faith;
then, and in any such event, Landlord, at any time thereafter during the
continuance of any such Event of Default, may give written notice to Tenant
specifying such Event of Default or Events of Default and stating that this
Lease Agreement and the terms hereby demised shall expire and terminate on the
date specified in such notice, and upon the date specified in such notice this
Lease Agreement and the terms hereby demised, and all rights of Tenant under
this Lease Agreement shall terminate, or in the alternative or in addition to
the foregoing remedy, Landlord may assert and have the benefit of any other
remedy allowed herein, at law, or in equity, including the right to regain
possession of the Demised Premises.
11.2 Upon any expiration or termination of this Lease Agreement, Tenant shall
quit and peaceably surrender the Demised Premises, and all portions thereof, to
Landlord, and Landlord, upon or at any time after any such expiration or
termination, may, without further notice, enter and reenter the Demised
Premises, and all portions thereof, and possess and repossess itself thereof, by
force, summary proceeding, ejectment or otherwise, and may dispossess Tenant and
remove Tenant and all other persons and property from the Demised Premises, and
all portions thereof, and may have, hold and enjoy the Demised Premises and the
right to receive all rental and other income of and from the same.
11.3 At any time, or from time to time after any such termination, Landlord
may relet the Demised Premises, or any portion thereof, in the name of Landlord
or otherwise, for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the term of this
Lease Agreement) and on such conditions (which may include concessions or free
rent) as Landlord, in its sole discretion, may determine and may collect and
-11-
<Page>
receive the rents therefor. Landlord shall in no way be responsible or liable
for any failure to relet the Demised Premises, or any part thereof, or for any
failure to collect any rent due upon any such reletting.
11.4 No such expiration or termination of this Lease Agreement or retaking of
possession shall relieve Tenant of its liabilities and obligations under this
Lease Agreement (as if this Lease Agreement had not been so terminated), and
such liabilities and obligations shall survive any such termination. In the
event of any such termination, whether or not the Demised Premises, or any
portion thereof, shall have been relet, Tenant shall pay to Landlord a sum equal
to the Basic Rent, and the Additional Rent and any other charges required to be
paid by Tenant, up to the time of such expiration or termination of this Lease
Agreement or retaking of possession by Landlord, and thereafter Tenant, until
the end of what would have been the term of this Lease Agreement in the absence
of such expiration or termination, shall be liable to Landlord for, and shall
pay to Landlord, as and for agreed current damages for Tenant's default:
(a) The equivalent of the amount of the Basic Rent and Additional Rent
which would be payable under this Lease Agreement by Tenant if this
Lease Agreement were still in effect, less
(b) The net proceeds of any reletting effected pursuant to the provisions
of Paragraph 11.3 hereof after deducting all of Landlord's expenses
in connection with such reletting, including, without limitation, all
repossession costs, brokerage commissions, legal expenses, reasonable
attorney's fees, alteration costs, and expenses of preparation of the
Demised Premises, or any portion thereof, for such reletting.
Tenant shall pay such current damages in the amount determined in accordance
with the terms of Paragraph 12.3, as set forth in a written statement thereof
from Landlord to Tenant (hereinafter called the "Deficiency"), to Landlord in
monthly installments on the days on which the Basic Rent would have been payable
under this Lease Agreement if this Lease Agreement were still in effect, and
Landlord shall be entitled to recover from Tenant each monthly installment of
the Deficiency as the same shall arise.
11.5 At any time after any such termination or retaking of possession, whether
or not Landlord shall have collected any monthly Deficiencies as set forth in
Paragraph 12.3, Landlord shall be entitled to recover from Tenant, and Tenant
shall pay to Landlord, on demand, as and for damages for Tenant's default, an
amount equal to the excess, if any, of the then present worth of the aggregate
of the Basic Rent and Additional Rent and any other charges to be paid by Tenant
hereunder for the unexpired portion of the term of this Lease Agreement
(assuming this Lease Agreement had not been so terminated), and the then present
worth of the then aggregate fair and reasonable fair market rent of the Demised
Premises for the same period. In the computation of present worth, a discount at
the rate of eight percent (8%) per annum shall be employed. If the Demised
Premises, or any portion thereof, be relet by Landlord for the unexpired term of
this Lease Agreement, or any part thereof, before presentation of proof of such
damages to any court, commission or tribunal, the amount of rent reserved upon
such reletting shall, prima facie, be the fair and reasonable fair market rent
for the part or the whole of the Demised Premises so relet during the term of
the reletting. Nothing herein contained or contained in Paragraph 12.3 shall
-12-
<Page>
limit or prejudice the right of Landlord to prove for and obtain, as damages by
reason of such expiration or termination, an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved, whether or not such amount
be greater, equal to or less than the amount of the excess referred to above.
11.6 No failure by Landlord or by Tenant to insist upon the performance of any
of the terms of this Lease Agreement or to exercise any right or remedy
consequent upon a breach thereof, and no acceptance by Landlord of full or
partial rent from Tenant or any third party during the continuance of any such
breach, shall constitute a waiver of any such breach or of any of the terms of
this Lease Agreement. None of the terms of this Lease Agreement to be kept,
observed or performed by Landlord or by Tenant, and no breach thereof, shall be
waived, altered or modified except by a written instrument executed by Landlord
and/or by Tenant, as the case may be. No waiver of any breach shall affect or
alter this Lease Agreement, but each of the terms of this Lease Agreement shall
continue in full force and effect with respect to any other then existing or
subsequent breach of this Lease Agreement. No waiver of any default of Tenant
herein shall be implied from any omission by Landlord to take any action on
account of such default, if such default persists or is repeated and no express
waiver shall affect any default other than the default specified in the express
waiver and that only for the time and to the extent therein stated. One or more
waivers by Landlord shall not be construed as a waiver of a subsequent breach of
the same covenant, term or condition.
11.7 In the event of any breach of threatened breach by Tenant of any of the
terms contained in this Lease Agreement, Landlord shall be entitled to enjoin
such breach or threatened breach and shall have the right to invoke any right or
remedy allowed at law or in equity or by statute or otherwise as though entry,
reentry, summary proceedings and other remedies were not provided for in this
Lease Agreement. Each remedy or right of Landlord provided for in this Lease
Agreement shall be cumulative and shall be in addition to every other right or
remedy provided for in this Lease Agreement, or now or hereafter existing at law
or in equity or by statute or otherwise, and the exercise or the beginning of
the exercise by Landlord of any one or more of such rights or remedies shall not
preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies.
11.8 If, during the term of this Lease Agreement, (i) Tenant shall make an
assignment for the benefit of creditors, (ii) a voluntary petition be filed by
Tenant under any law having for its purpose the adjudication of Tenant a
bankrupt, or Tenant be adjudged a bankrupt pursuant to an involuntary petition
in bankruptcy, (iii) a receiver be appointed for the property of Tenant, or (iv)
any department of the state or federal government, or any officer thereof duly
authorized, shall take possession of the business or property of Tenant, the
occurrence of any such contingency shall be deemed a breach of this Lease
Agreement and this Lease Agreement shall, ipso facto upon the happening of any
of said contingencies, be terminated and the same shall expire as fully and
completely as if the day of the happening of such contingency were the date
herein specifically fixed for the expiration of the term, and Tenant will then
quit and surrender the Demised Premises, but Tenant shall remain liable as
hereinafter provided. Notwithstanding other provisions of this Lease Agreement,
or any present or future law, Landlord shall be entitled to recover from Tenant
or Tenant's estate (in lieu of the equivalent of the amount of all rent and
other charges unpaid at the date of such termination) as damages for loss of the
bargain and not
-13-
<Page>
as a penalty, an aggregate sum which at the time of such termination represents
the excess of the then present worth of the aggregate of the Basic Rent and
Additional Rent and any other charges payable by Tenant hereunder that would
have accrued for the balance of the term of this Lease Agreement (assuming this
Lease Agreement had not been so terminated), over the then present worth of the
aggregate fair market rent of the Demised Premises for the balance of such
period, unless any statute or rule of law covering the proceedings in which such
damages are to be proved shall limit the amount of such claim capable of being
so proved, in which case Landlord shall be entitled to prove as and for
liquidated damages by reason of such breach and termination of this Lease
Agreement the maximum amount which may be allowed by or under any such statute
or rule of law without prejudice to any rights of Landlord against any guarantor
of Tenant's obligations herein. In the computation of present worth, a discount
rate of eight percent (8%) per annum shall be employed. Nothing contained herein
shall limit or prejudice Landlord's right to prove and obtain as liquidated
damages arising out of such breach and termination the maximum amount allowed by
any such statute or rule of law which may govern the proceedings in which such
damages are to be proved, whether or not such amount be greater than, equal to,
or less than the amount of the excess of the present value of the rent and other
charges required herein over the present value of the fair market rents referred
to above. Specified remedies to which Landlord may resort under the terms of
this Paragraph 11.8 are cumulative and are not intended to be exclusive of any
other remedies or means of redress to which Landlord may be lawfully entitled.
11.9 Tenant hereby expressly waives, so far as permitted by law, any and all
right of redemption or reentry or repossession or to revive the validity and
existence of this Lease Agreement in the event that Tenant shall be dispossessed
by a judgment or by order of any court having jurisdiction over the Demised
Premises or the interpretation of this Lease Agreement or in case of entry,
reentry or repossession by Landlord or in case of any expiration or termination
of this Lease Agreement.
ARTICLE XII
DESTRUCTION AND RESTORATION
12.1 Tenant covenants and agrees that in case of damage to or destruction of
the Improvements after the commencement date of the term of this Lease
Agreement, by fire or otherwise, Tenant, at its sole cost and expense, shall
promptly restore, repair, replace and rebuild the same as nearly as possible to
the condition that the same were in immediately prior to such damage or
destruction with such changes or alterations (made in conformity with Article
XVIII hereof) as may be reasonably acceptable to Landlord or required by law.
Tenant shall forthwith give Landlord written notice of such damage or
destruction upon the occurrence thereof and specify in such notice, in
reasonable detail, the extent thereof. Such restoration, repairs, replacements,
rebuilding, changes and alterations, including the cost of temporary repairs for
the protection of the Demised Premises, or any portion thereof, pending
completion thereof are sometimes hereinafter referred to as the "Restoration."
The Restoration shall be carried on and completed in accordance with the
provisions and conditions of Paragraph 12.2 and Article XVIII hereof. If the net
amount of the insurance proceeds (after deduction of all costs, expenses and
fees related to recovery of the insurance proceeds) recovered by Landlord or any
mortgagee is deemed insufficient by Landlord to complete the Restoration of such
Improvements (exclusive of Tenant's personal property and trade fixtures which
shall be restored, repaired or rebuilt out of
-14-
<Page>
Tenant's separate funds), Tenant shall, pay the deficiency out of Tenant's funds
prior to the disbursement of any insurance proceeds.
12.2 All insurance moneys recovered by Landlord or any mortgagee on account of
such damage or destruction, less the costs, if any, to Landlord of such
recovery, shall be applied to the payment of the costs of the Restoration and
shall be paid out from time to time as the Restoration progresses upon the
written request of Tenant, accompanied by a certificate of the architect or a
qualified professional engineer in charge of the Restoration stating that as of
the date of such certificate (i) the sum requested is justly due to the
contractors, subcontractors, material providers, laborers, engineers,
architects, or persons, firms or corporations furnishing or supplying work,
labor, services or materials for such Restoration, or is justly required to
reimburse Tenant for any expenditures made by Tenant in connection with such
Restoration, and when added to all sums previously paid out does not exceed the
value of the Restoration performed to the date of such certificate by all of
said parties; (ii) except for the amount, if any, stated in such certificates to
be due for work, labor, services or materials, there is no outstanding
indebtedness known to the person signing such certificate, after due inquiry,
which is then due for work, labor, services or materials in connection with such
Restoration which, if unpaid, might become the basis of a mechanic's lien or
similar lien with respect to the Restoration or a lien upon the Demised
Premises, or any portion thereof; and (iii) the costs, as estimated by the
person signing such certificate, of the completion of the Restoration required
to be done subsequent to the date of such certificate in order to complete the
Restoration do not exceed the sum of the remaining insurance moneys, plus the
amount deposited by Tenant, if any, remaining in the hands of Landlord after
payment of the sum requested in such certificate.
Tenant shall furnish Landlord at the time of any such payment with
evidence reasonably satisfactory to Landlord that there are no unpaid bills in
respect to any work, labor, services or materials performed, furnished or
supplied in connection with such Restoration. Landlord shall not be required to
pay out any insurance moneys where Tenant fails to supply satisfactory evidence
of the payment of work, labor, services or materials performed, furnished or
supplied, as aforesaid. Upon completion of the Restoration and payment in full
thereof by Tenant, Landlord and any mortgagee holding the same shall, within a
reasonable period of time thereafter, turn over to Tenant any insurance moneys
then remaining upon submission of proof reasonably satisfactory to Landlord that
the Restoration has been paid for in full and the damage or destroyed Buildings
and other improvements repaired, restored or rebuilt as nearly as possible to
the condition they were in immediately prior to such damage or destruction, or
with such changes or alterations as may be made in conformity with Paragraph
12.1 and Article XVIII hereof.
12.3 No destruction of or damage to the Demised Premises, or any portion
thereof, by fire, casualty or otherwise shall permit Tenant to surrender this
Lease Agreement or shall relieve Tenant from its liability to pay to Landlord
the Basic Rent and Additional Rent payable under this Lease Agreement or from
any of its other obligations under this Lease Agreement, and Tenant waives any
rights now or hereafter conferred upon Tenant by present or future law or
otherwise to quit or surrender this Lease Agreement or the Demised Premises, or
any portion thereof, to Landlord or to any suspension, diminution, abatement or
reduction of rent on account of any such damage or destruction.
-15-
<Page>
12.4 To the extent that any insurance moneys which would otherwise be payable
to Landlord and used in the Restoration of the damaged or destroyed improvements
are paid to any mortgagee of Landlord and applied in payment of or reduction of
the sum or sums secured by any such mortgage or mortgages made by Landlord on
the Demised Premises, Landlord shall make available, for the purpose of
Restoration of such improvements, an amount equal to the amount payable to its
mortgagee out of such proceeds and such sum shall be applied in the manner
provided in Paragraph 12.2 hereof.
ARTICLE XIII
CONDEMNATION
13.1 If, during the Term of this Lease Agreement, the entire Demised Premises
shall be taken as the result of the exercise of the power of eminent domain
(hereinafter referred to as the "Proceedings"), then, subject to the provisions
of Section 20.6 hereof, this Lease Agreement and all right, title and interest
of Tenant hereunder shall cease and come to an end on the date of vesting of
possession in the condemning authority to such Proceedings and Landlord and
Landlord's mortgagee shall be entitled to and shall receive the total award made
in such Proceedings, Tenant hereby assigning any interest in such award,
damages, consequential damages and compensation to Landlord and Landlord's
mortgagee and Tenant hereby waiving any right Tenant has now or may have under
present or future law to receive any separate award for damages for its interest
in the Demised Premises, or any portion thereof, or its interest in this Lease
Agreement. If Tenant has exercised its option to purchase pursuant to Article
XX, upon closing of such purchase Tenant shall be entitled to and shall receive
the total award made in such Proceedings, Landlord and Landlord's mortgagee
assigning any interest in such award, damages, consequential damages and
compensation to Tenant.
13.2 If, during the Term of this Lease Agreement, or any extension or renewal
thereof, less than the entire Demised Premises, but more than fifty percent
(50%) of the land area of the Demised Premises shall be taken in any such
Proceedings, this Lease Agreement shall, upon delivery of possession to the
condemning authority pursuant to the Proceedings, terminate as to the portion of
the Demised Premises so taken, and Tenant may, at its option, terminate this
Lease Agreement as to the remainder of the Demised Premises. Tenant shall not
have the right to terminate this Lease Agreement pursuant to the preceding
sentence unless (i) the business of Tenant conducted in the portion of the
Demised Premises taken cannot reasonably be carried on with substantially the
same utility and efficiency in the remainder of the Demised Premises (or any
substitute space securable by Tenant pursuant to clause [ii] hereof) and (ii)
Tenant cannot construct or secure substantially similar space to the space so
taken, on the Demised Premises or any adjacent property (if made available by
Landlord). Such termination as to the remainder of the Demised Premises shall be
effected by notice in writing given not more than sixty (60) days after the date
of delivery of possession to the condemning authority pursuant to the
Proceedings, and shall specify a date not more than sixty (60) days after the
giving of such notice as the date for such termination. Upon the date specified
in such notice, the term of this Lease Agreement, and all right, title and
interest of Tenant hereunder, shall cease and come to an end. If this Lease
Agreement is terminated as in this Paragraph 13.2 provided, Landlord shall be
entitled to and shall receive the total award made in such Proceedings, Tenant
hereby assigning any interest in such award, damages, consequential damages and
compensation to Landlord, and Tenant hereby
-16-
<Page>
waiving any right Tenant has now or may have under present or future law to
receive any separate award of damages for its interest in the Demised Premises,
or any portion thereof, or its interest in this Lease Agreement. Tenant may not
terminate this Lease Agreement, as in this Paragraph 13.2 provided, at any time
that Tenant is in default in the performance of any of the terms, covenants, or
conditions of this Lease Agreement on its part to be performed, and any
termination upon Tenant's part shall become effective only upon compliance by
Tenant with all such terms, covenants and conditions to the date of such
termination.
13.3 If fifty percent (50%), or less, of the land area of the Demised
Premises, shall be taken in such Proceedings, or if more than fifty percent
(50%) of the land area of the Demised Premises is taken (but less than the
entire Demised Premises), and this Lease Agreement is not terminated as in
Paragraph 13.2 hereof provided, this Lease Agreement shall, upon vesting of
possession in the condemning authority pursuant to the Proceedings, terminate as
to the parts so taken, and Tenant shall have no claim or interest in the award,
damages, consequential damages and compensation, or any part thereof. Landlord
and Landlord's mortgagee shall be entitled to and shall receive the total award
made in such Proceedings, Tenant hereby assigning any interest in such award,
damages, consequential damages and compensation to Landlord, and Tenant hereby
waiving any right Tenant has now or may have under present or future law to
receive any separate award of damages for its interest in the Demised Premises,
or any portion thereof, or its interest in this Lease Agreement. Tenant, in such
case, covenants and agrees, at Tenant's sole cost and expense (subject to
reimbursement to the extent hereinafter provided), promptly to restore that
portion of the Improvements on the Demised Premises not so taken to a complete
architectural and mechanical unit and to the condition necessary for the
continued use and occupancy by Tenant for Renaissance Fair purposes as in this
Lease Agreement provided. In the event that the net amount of the award (after
deduction of all costs and expenses, including attorney's fees of recovering
such award) that may be received by Landlord or Landlord's mortgagee in any such
Proceedings for physical damage to the Improvements as a result of such taking
is insufficient to pay all costs of such restoration work, Tenant shall provide
funds in the amount of such deficiency. The provisions and conditions in Article
XIII applicable to changes and alterations shall apply to Tenant's obligations
to restore that portion of the Improvements to a complete architectural and
mechanical unit. Landlord agrees in connection with such restoration work to
apply so much of the net amount of any award (after deduction of all costs and
expenses, including attorney's fees of recovering such award) that may be
received by Landlord or Landlord's mortgagee in any such Proceedings for
physical damage to the Improvements as a result of such taking to the costs of
such restoration work thereof and the said net award for physical damage to the
Improvements as a result of such taking shall be paid out from time to time to
Tenant, or on behalf of Tenant, as such restoration work progresses upon the
written request of Tenant, which shall be accompanied by a certificate of the
architect or the registered professional engineer in charge of the restoration
work stating that (i) the sum requested is justly due to the contractors,
subcontractors, material providers, laborers, engineers, architects or other
persons, firms or corporations furnishing or supplying work, labor, services or
materials for such restoration work or as is justly required to reimburse Tenant
for expenditures made by Tenant in connection with such restoration work, and
when added to all sums previously paid out by Landlord does not exceed the value
of the restoration work performed to the date of such certificate; and (ii) the
net amount of any such award for physical damage to the Improvements as a result
of such taking remaining in the hands of Landlord or Landlord's mortgagee,
together with the funds, if any, supplied by Tenant pursuant to the provisions
hereof, will be sufficient
-17-
<Page>
upon the completion of such restoration work to pay for the same in full. If
payment of the award for physical damage to the Improvements as a result of such
taking, as aforesaid, shall not be received by Landlord in time to permit
payments as the restoration work progresses, Tenant shall, nevertheless, perform
and fully pay for such work without delay (except such delays as are referred to
in Article XVII hereof), and payment of the amount to which Tenant may be
entitled shall thereafter be made by Landlord out of the net award for physical
damage to the Improvements as a result of such taking as and when payment of
such award is received by Landlord. Tenant shall also furnish Landlord with each
certificate hereinabove referred to, together with evidence reasonably
satisfactory to Landlord that there are no unpaid bills in respect to any work,
labor, services or materials performed, furnished or supplied, or claimed to
have been performed, furnished or supplied, in connection with such restoration
work, and that no liens have been filed against the Demised Premises, or any
portion thereof. Landlord shall not be required to pay out any funds when there
are unpaid bills for work, labor, services or materials performed, furnished or
supplied in connection with such restoration work, or where a lien for work,
labor, services or materials performed, furnished or supplied has been placed
against the Demised Premises, or any portion thereof. To the extent that any
award, damages or compensation which would otherwise be payable to Landlord and
applied to the payment of the cost of restoration of the Improvements is paid to
any mortgagee of Landlord and applied in payment or reduction of the sum or sums
secured by any such mortgage or mortgages made by Landlord on the Demised
Premises, Landlord shall make available for the use of Tenant, in connection
with the payment of the cost of restoring the Improvements an amount equal to
the amount of such net award payable to the mortgagee.
13.4 In any taking of the Demised Premises, or any portion thereof, whether or
not this Lease Agreement is terminated as in this Article provided, Tenant shall
not be entitled to any portion of the award for the taking of the Demised
Premises or damage to the Improvements, except as otherwise provided for in
Paragraph 13.3 with respect to the restoration of the Improvements, or for the
estate or interest of Tenant therein, all such award, damages, consequential
damages and compensation being hereby assigned to Landlord, and Tenant hereby
waives any right it now has or may have under present or future law to receive
any separate award of damages for its interest in the Demised Premises, or any
portion thereof, or its interest in this Lease Agreement, except that Tenant
shall have, nevertheless, the limited right to prove in the Proceedings and to
receive any separate award which may be made for damages to or condemnation of
Tenant's movable trade fixtures and equipment and for moving expenses, so long
as such claims by Tenant do not reduce Landlord's award below what it would be
absent such claim.
13.5 In the event of any termination of this Lease Agreement, or any part
thereof, as a result of any such Proceedings, Tenant shall pay to Landlord all
Basic Rent and all Additional Rent and other charges payable hereunder with
respect to that portion of the Demised Premises so taken in such Proceedings
with respect to which this Lease Agreement shall have terminated justly
apportioned to the date of such termination. From and after the date of delivery
of possession pursuant to such Proceedings, Tenant shall continue to pay the
Basic Rent and Additional Rent and other charges payable hereunder, as in this
Lease Agreement provided, to be paid by Tenant, subject to an abatement of a
just and proportionate part of the Basic Rent according to the extent and nature
of such taking as provided for in Paragraphs 13.3 and 13.6 hereof in respect to
the Demised Premises remaining after such taking.
-18-
<Page>
13.6 In the event of a partial taking of the Demised Premises under Paragraph
13.3 hereof, or a partial taking of the Demised Premises under Paragraph 13.2
hereof, followed by Tenant's election not to terminate this Lease Agreement, the
fixed Basic Rent payable hereunder during the period from and after the date of
delivery of possession pursuant to such Proceedings to the termination of this
Lease Agreement shall be reduced to a sum equal to the product of the Basic Rent
provided for herein multiplied by a fraction, the numerator of which is the fair
market value of the Demised Premises after such taking and after the same has
been restored in the manner contemplated by Section 13.3 hereof and the
denominator of which is the fair market value of the Demised Premises
immediately prior to such taking. In no event, however, shall such reduction in
annual Basic Rent exceed ten percent (10%) of the net award received by Landlord
as a result of such taking after deduction of all costs of the Proceedings,
including the costs of Restoration.
ARTICLE XIV
ASSIGNMENT, SUBLETTING, ETC.
14.1 Tenant shall not sublet the Demised Premises, or any portion thereof, nor
assign, mortgage, pledge, transfer or otherwise encumber or dispose of this
Lease Agreement, or any interest therein, or in any manner assign, mortgage,
pledge, transfer or otherwise encumber or dispose of its interest or estate in
the Demised Premises, or any portion thereof, without obtaining Landlord's prior
written express consent in each and every instance, which consent, however, to
an assignment of this Lease Agreement or subletting of the Demised Premises
shall not be unreasonably withheld, provided the following conditions are
complied with:
(a) Any assignment of this Lease Agreement shall transfer to the assignee
all of Tenant's right, title and interest in this Lease Agreement and
all of Tenant's estate or interest in the Demised Premises;
(b) At the time of any assignment or subletting, and at the time when
Tenant requests Landlord's written consent thereto, this Lease
Agreement must be in full force and effect, without any breach or
default thereunder on the part of Tenant.
(c) Any such assignee shall assume, by written, recordable instrument, in
form and content satisfactory to Landlord, the due performance of all
of Tenant's obligations under this Lease Agreement, including any
accrued obligations at the time of the effective date of the
assignment, and such assumption agreement shall state that the same
is made by the assignee for the express benefit of Landlord as a
third party beneficiary thereof. A copy of the assignment and
assumption agreement, both in form and content satisfactory to
Landlord, fully executed and acknowledged by assignee, together with
related documents and agreements and a certified copy of a properly
executed corporate resolution (if the assignee be a corporation)
authorizing the execution and delivery of such assumption agreement,
shall be sent to Landlord ten (10) days prior to the effective date
of such assignment, and in any event within ten (10) days after
execution thereof.
(d) In the case of a subletting, a copy of any sublease fully executed
and acknowledged by Tenant and sublessee shall be mailed to Landlord
ten (10) days
-19-
<Page>
prior to the effective date of such subletting, and in any event
within ten (10) days after execution thereof.
(e) Such assignment or subletting shall be subject to all the provisions,
terms, covenants and conditions of this Lease Agreement, and
Tenant-Assignor and the assignee or assignees shall continue to be
and remain liable under the Lease Agreement, as it may be amended
from time to time without notice to any assignor of Tenant's interest
or to any guarantor.
(f) Each sublease permitted under this Paragraph 14.1 shall contain
provisions to the effect that (i) such sublease is only for actual
use and occupancy by the sublessee; (ii) such sublease is subject and
subordinate to all of the terms, covenants and conditions of this
Lease Agreement and to all of the rights of Landlord hereunder; and
(iii) in the event this Lease Agreement shall terminate before the
expiration of such sublease, the sublessee thereunder will, at
Landlord's option, attorn to Landlord and waive any rights the
sublessee may have to terminate the sublease or to surrender
possession thereunder, as a result of the termination of this Lease
Agreement. Further, no subtenant or occupant of the Demised Premises
shall have any greater rights in respect to Landlord than such party
would have if such party had assumed all obligations of and
limitation of rights of Tenant hereunder at the time such party
became a subtenant or occupant, and Tenant shall cause each subtenant
and occupant to so agree.
(g) Tenant agrees to pay on behalf of Landlord any and all costs of
Landlord, including reasonable attorney's fees, occasioned by such
assignment or subletting.
(h) The use to which the assignee or sublessee may put the Premises shall
not involve the use of so-called "hazardous materials" or constitute
a use which will materially increase the physical depreciation over
the use to which the assignor is using such Premises.
14.2 Notwithstanding anything contained in this Lease Agreement to the
contrary and notwithstanding any consent by Landlord to any sublease of the
Demised Premises, or any portion thereof, or to any assignment of this Lease
Agreement or of Tenant's interest or estate in the Demised Premises, no
sublessee shall assign its sublease nor further sublease the Demised Premises,
or any portion thereof, and no assignee shall further assign its interest in
this Lease Agreement or its interest or estate in the Demised Premises, or any
portion thereof, nor sublease the Demised Premises, or any portion thereof,
without Landlord's prior written consent in each and every instance. No such
assignment or subleasing shall relieve Tenant (or any assignor of Tenant's
interest) from any of Tenant's obligations in this Lease Agreement contained.
ARTICLE XV
SUBORDINATION, NONDISTURBANCE,
NOTICE TO MORTGAGEE AND ATTORNMENT
15.1 Unless subordinated by written subordination agreement signed by Tenant
and subordinating the Lease and the rights of Tenant hereunder, this Lease
Agreement and all rights
-20-
<Page>
of Tenant herein, and all interest or estate of Tenant in the Demised Premises,
or any portion thereof, including, without limitation Tenant's option to
purchase the Property provided in Article XX hereof, shall be superior and prior
to the lien of any mortgage, deed of trust, security instrument or other
document of like nature, hereinafter referred to as "Mortgage," and to any other
easement or other interest which at any time may be placed upon the Demised
Premises, or any portion thereof, by Landlord, and to any replacements,
renewals, amendments, modifications, extensions or refinancing thereof, and to
each and every advance made under any Mortgage.
15.2 In the event of any act or omission of Landlord constituting a default by
Landlord, Tenant shall not exercise any remedy until Tenant has given Landlord
and any mortgagee of the Demised Premises a prior thirty (30) day written notice
of such act or omission and until a reasonable period of time to allow Landlord
or the mortgagee to remedy such act or omission shall have elapsed following the
giving of such notice; provided, however, if such act or omission cannot, with
due diligence and in good faith, be remedied within such thirty (30) day period,
the Landlord and mortgagee shall be allowed such further period of time as may
be reasonably necessary provided that it commence remedying the same with due
diligence and in good faith within said thirty (30) day period. Nothing herein
contained shall be construed or interpreted as requiring any mortgagee to remedy
such act or omission.
15.3 If any mortgagee shall succeed to the rights of Landlord under this Lease
Agreement or to ownership of the Demised Premises, whether through possession or
foreclosure or the delivery of a deed to the Demised Premises, then, upon the
written request of such mortgagee so succeeding to Landlord's rights hereunder,
Tenant shall attorn to and recognize such mortgagee as Tenant's landlord under
this Lease Agreement, and shall promptly execute and deliver any instrument that
such mortgagee may reasonably request to evidence such attornment (whether
before or after making of the mortgage). In the event of any other transfer of
Landlord's interest hereunder, upon the written request of the transferee and
Landlord, Tenant shall attorn to and recognize such transferee as Tenant's
landlord under this Lease Agreement and shall promptly execute and deliver any
instrument that such transferee and Landlord may reasonably request to evidence
such attornment.
ARTICLE XVI
SIGNS
16.1 Tenant, at Tenant's sole cost and expense, may erect such signs on the
Demised Premises and the Buildings as Tenant may desire, provided that such sign
or signs do not violate applicable governmental laws, ordinances, rules or
regulations.
ARTICLE XVII
DEPOSIT
17.1 Landlord hereby acknowledges receipt of Tenants deposit of $333,333.00
(the "Deposit") which has been made by Tenant in connection with that certain
Lease Agreement between Landlord and Tenant concerning property in Kenosha,
Wisconsin ("Kenosha Lease"). Landlord and Tenant intend that the single Deposit
be available as provided in this Article for both this Lease Agreement and the
Kenosha Lease. The Deposit shall be held, applied, returned to Tenant and
otherwise managed by Landlord in accordance with all of the provisions of this
Article XVII.
-21-
<Page>
17.2 The Deposit may be used by members in Landlord for their business
purposes and shall not be required to be maintained in any trust or other
special account. The repayment to Tenant of the Deposit when, as and if due, and
the payment of all interest owing thereon as herein provided shall be the
obligation of Landlord, which obligation is guaranteed by the members of
Landlord pursuant to a separate guaranty executed as of even date herewith.
17.3 The Deposit, or such portion thereof as may, from time to time, remain on
deposit with Landlord pursuant hereto shall bear interest at the rate of 6% per
annum which interest shall be paid by Landlord to Tenant in monthly installments
due on the first day of each calendar month during the term of this Lease, each
such monthly installment being in the amount of interest accrued during the
immediately prior month.
17.4 Subject to the remaining provisions of this Section 17.4, the Deposit
shall be repaid to Tenant on March 31, 2008. The foregoing not withstanding, in
the event that Tenant shall default in the payment of Basic Rent or Additional
Rent due hereunder, and shall continue in such default for a period of 60 days
from date when such Rent was due and if, following such 60 day period: (i)
Landlord shall give Tenant written notice that unless such default is cured
within 20 days following such notice the Deposit shall be forfeited to Landlord;
and (ii) Tenant shall fail to cure such default within 20 days after the giving
of such written notice by Landlord; then any portion of the Deposit then held by
Landlord shall be forfeited to Landlord and Tenant shall have no further
interest therein.
17.5 In the event that Landlord shall fail to return any portion of the
Deposit when required to do so pursuant to this Lease Agreement and/or to pay
interest to Tenant when required to do so pursuant to this Lease Agreement,
and/or to make funds available to Tenant as provided in Sections 12.4 and 13.3
hereof, Tenant shall have the right to apply the amount so owing from Landlord
to Tenant in reduction of Basic Rent and other amounts thereafter coming due
pursuant to the provisions of this Lease Agreement.
ARTICLE XVIII
CHANGES AND ALTERATIONS
18.1 Tenant shall have the right at any time, and from time to time during the
term of this Lease Agreement, to make such changes and alterations, structural
or otherwise, to the Building, Improvements and fixtures hereafter erected on
the Demised Premises as Tenant shall deem necessary or desirable in connection
with the requirements of its business, which such changes and alterations (other
than changes or alterations of Tenant's movable trade fixtures and equipment)
shall be made in all cases subject to the following conditions, which Tenant
covenants to observe and perform:
(a) No change or alteration shall be undertaken until Tenant shall have
procured and paid for, so far as the same may be required from time
to time, all municipal, state and federal permits and authorizations
of the various governmental bodies and departments having
jurisdiction thereof, and Landlord agrees to join in the application
for such permits or authorizations whenever such action is necessary,
-22-
<Page>
all at Tenant's sole cost and expense, provided such applications do
not cause Landlord to become liable for any cost, fees or expenses.
(b) Any change or alteration shall, when completed, be of such character
as not to reduce the value or utility of the Demised Premises or the
Buildings to which such change or alteration is made below its value
or utility to Landlord immediately before such change or alteration,
nor shall such change or alteration alter the exterior of the
Improvements or reduce the area or cubic content of the Buildings,
nor change the character of the Demised Premises or the Buildings as
to use without Landlord's express written consent.
(c) All Work done in connection with any change or alteration shall be
done promptly and in a good and workmanlike manner and in compliance
with all building and zoning laws of the place in which the Demised
Premises are situated, and with all laws, ordinances, orders, rules,
regulations and requirements of all federal, state and municipal
governments. The cost of any such change or alteration shall be paid
for by Tenant so that the Demised Premises and all portions thereof
shall at all times be free of liens for labor and materials supplied
to the Demised Premises, or any portion thereof. The Work of any
change or alteration shall be prosecuted with reasonable dispatch,
delays due to strikes, lockouts, acts of God, inability to obtain
labor or materials, governmental restrictions or similar causes
beyond the control of Tenant excepted. Tenant shall obtain and
maintain, at its sole cost and expense, during the performance of the
Work, workers' compensation insurance covering all persons employed
in connection with the Work and with respect to which death or injury
claims could be asserted against Landlord or Tenant or against the
Demised Premises or any interest therein, together with comprehensive
general liability insurance of not less than One Million Dollars
($1,000,000.00) in the event of injury to one person, Four Million
Dollars ($4,000,000.00) in respect to any one accident or occurrence,
and Five Hundred Thousand Dollars ($500,000.00) for property damage,
and the fire insurance with "extended coverage" endorsement required
by Paragraph 5.1 hereof shall be supplemented with "builder's risk"
insurance on a completed value form or other comparable coverage on
the Work. All such insurance shall be in a company or companies
authorized to do business in the state in which the Demised Premises
are located and reasonably satisfactory to Landlord, and all such
policies of insurance or certificates of insurance shall be delivered
to Landlord endorsed "Premium Paid" by the company or agency issuing
the same, or with other evidence of payment of the premium
satisfactory to Landlord.
(d) All improvements and alterations (other than Tenant's movable trade
fixtures and equipment) made or installed by Tenant shall
immediately, upon completion or installation thereof, become the
property of Landlord without payment therefor by Landlord, and shall
be surrendered to Landlord on the expiration of the term of this
Lease Agreement.
(e) No change, alteration, restoration or new construction shall be in or
connect the Improvements with any property, building or other
improvement located outside
-23-
<Page>
the boundaries of the parcel of land described in Exhibit "A"
attached, nor shall the same obstruct or interfere with any existing
easement.
(f) As a condition to granting approval for any changes or alterations,
Landlord may require Tenant to agree that Landlord, by written notice
to Tenant, given at or prior to termination of this Lease Agreement,
may require Tenant to remove any improvements, additions or
installations installed by Tenant in the Demised Premises at Tenant's
sole cost and expense, and repair and restore any damage caused by
the installation and removal of such improvements, additions, or
installations; provided, however, the only improvements, additions or
installations which Tenant shall remove shall be those specified in
such notice.
ARTICLE XIX
MISCELLANEOUS PROVISIONS
19.1 Tenant agrees to permit Landlord and authorized representatives of
Landlord to enter upon the Demised Premises at all reasonable times during
ordinary business hours for the purpose of inspecting the same and making any
necessary repairs to comply with any laws, ordinances, rules, regulations or
requirements of any public body. Nothing herein contained shall imply any duty
upon the part of Landlord to do any such work which, under any provision of this
Lease Agreement, Tenant may be required to perform and the performance thereof
by Landlord shall not constitute a waiver of Tenant's default in failing to
perform the same. Landlord may, during the progress of any work, keep and store
upon the Demised Premises all necessary materials, tools and equipment. Landlord
shall not in any event be liable for inconvenience, annoyance, disturbance, loss
of business or other damage to Tenant by reason of making repairs or the
performance of any work in or about the Demised Premises, or on account of
bringing material, supplies and equipment into, upon or through the Demised
Premises during the course thereof, and the obligations of Tenant under this
Lease Agreement shall not be thereby affected in any manner whatsoever.
19.2 Landlord is hereby given the right during usual business hours at any
time during the term of this Lease Agreement to enter upon the Demised Premises
and to exhibit the same for the purpose of mortgaging or selling the same.
During the final one (1) year of the term, Landlord shall be entitled to display
on the Demised Premises, in such manner as to not unreasonably interfere with
Tenant's business, signs indicating that the Demised Premises are for rent or
sale and suitably identifying Landlord or its agent. Tenant agrees that such
signs may remain unmolested upon the Demised Premises and that Landlord may
exhibit said premises to prospective tenants during said period.
19.3 To the fullest extent allowed by law, Tenant shall at all times
indemnify, defend and hold Landlord harmless against and from any and all claims
by or on behalf of any person or persons, firm or firms, corporation or
corporations, arising from the conduct or management, or from any work or things
whatsoever done in or about the Demised Premises (including, without limitation,
all claims arising out of the operation of a ski area on the Demised Premises),
and will further indemnify, defend and hold Landlord harmless against and from
any and all claims arising during the term of this Lease Agreement, from any
condition of the Improvements or any street, curb or sidewalk adjoining the
Demised Premises, or of any passageways or space therein or appurtenant
-24-
<Page>
thereto, or arising from any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of Tenant to be performed,
pursuant to the terms of this Lease Agreement, or arising from any act or
negligence of Tenant, its agents, servants, employees or licensees, or arising
from any accident, injury or damage whatsoever caused to any person, firm or
corporation occurring during the term of this Lease Agreement, in or about the
Demised Premises, or upon the sidewalk and the land adjacent thereto, and from
and against all costs, attorney's fees, expenses and liabilities incurred in or
about any such claim or action or proceeding brought thereon; and in case any
action or proceeding be brought against Landlord by reason of any such claim,
Tenant, upon notice from Landlord, covenants to defend such action or proceeding
by counsel reasonably satisfactory to Landlord. The foregoing or anything else
contained in this Lease Agreement to the contrary notwithstanding, Tenant shall
not be required to indemnify, defend or hold Landlord harmless against or from
any claims arising out of any act or negligence of Landlord, its agents,
servants, employees or licensees.
19.4 All notices, demands and requests which may be or are required to be
given, demanded or requested by either party to the other shall be in writing.
All notices, demands and requests by Landlord to Tenant shall be sent by United
States registered or certified mail, postage prepaid, addressed to Tenant at:
Renaissance Entertainment Corporation
275 Century Circle, Suite 102
Louisville, Colorado 80027
Attn: Charles S. Leavell
or at such other place as Tenant may from time to time designate by written
notice to Landlord. All notices, demands and requests by Tenant to Landlord
shall be sent by United States registered or certified mail, postage prepaid,
addressed to Landlord at:
Faire Partners, LLC
4855 North Mesa
Suite 120
El Paso, Texas 79912-5937
Attn: Stephen L. Feinberg
or at such other place as Landlord may from time to time designate by written
notice to Tenant. Notices, demands and requests which shall be served upon
Landlord by Tenant, or upon Tenant by Landlord, in the manner aforesaid, shall
be deemed to be sufficiently served or given for all purposes hereunder at the
time such notice, demand or request shall be mailed.
19.5 Tenant shall, upon termination of this Lease Agreement for any reason
whatsoever, surrender to Landlord the Demised Premises together with all
buildings, structures, fixtures and building equipment or real estate fixtures
upon the Demised Premises, together with all additions, alterations and
replacements thereof (except Tenant's movable trade fixtures and equipment) in
good order, condition and repair, except for reasonable wear and tear, and
except as is otherwise provided for in Article XII and XVIII hereof.
-25-
<Page>
19.6 Landlord covenants and agrees that Tenant, upon paying the Basic Rent and
Additional Rent, and upon observing and keeping the covenants, agreements and
conditions of this Lease Agreement on its part to be kept, observed and
performed, shall lawfully and quietly hold, occupy and enjoy the Demised
Premises (subject to the provisions of this Lease Agreement) during the term of
this Lease Agreement without hindrance or molestation by Landlord or by any
person or persons claiming under Landlord.
19.7 Landlord and Tenant shall, each without charge at any time and from time
to time, within ten (10) days after written request by the other party, certify
by written instrument, duly executed, acknowledged and delivered to any
mortgagee, assignee of a mortgagee, proposed mortgagee, or to any purchaser or
proposed purchaser, or to any other person dealing with Landlord, Tenant or the
Demised Premises:
(a) That this Lease Agreement is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force
and effect, as modified, and stating the modifications);
(b) The dates to which the Basic Rent or Additional Rent have been paid
in advance;
(c) Whether or not there are then existing any breaches or defaults by
such party or the other party known by such party under any of the
covenants, conditions, provisions, terms or agreements of this Lease
Agreement, and specifying such breach or default, if any, or any
setoffs or defenses against the enforcement of any covenant,
condition, provision, term or agreement of this Lease Agreement upon
the part of Landlord or Tenant, as the case may be, to be performed
or complied with (and, if so, specifying the same and the steps being
taken to remedy the same); and
(d) Such other statements or certificates as Landlord or any mortgagee
may reasonably request.
It is the intention of the parties hereto that any statement delivered pursuant
to this Paragraph 19.7 may be relied upon by any of such parties dealing with
Landlord, Tenant or the Demised Premises.
19.8 Upon not less than ten (10) days prior written request by either party,
the parties hereto agree to execute and deliver to each other a Memorandum
Lease, in recordable form, setting forth the following:
(a) The date of this Lease Agreement;
(b) The parties to this Lease Agreement;
(c) The term of this Lease Agreement;
(d) The legal description of the Demised Premises; and
-26-
<Page>
(e) Such other matters reasonably requested by Landlord to be stated
therein.
19.9 If any covenant, condition, provision, term or agreement of this Lease
Agreement shall, to any extent, be held invalid or unenforceable, the remaining
covenants, conditions, provisions, terms and agreements of this Lease Agreement
shall not be affected thereby, but each covenant, condition, provision, term or
agreement of this Lease Agreement shall be valid and in force to the fullest
extent permitted by law. This Lease Agreement shall be construed and be
enforceable in accordance with the law of the state in which the Demised
Premises are located.
19.10 The covenants and agreements herein contained shall bind and inure to the
benefit of Landlord, its successors and assigns, and Tenant and its permitted
successors and assigns.
19.11 The caption of each article of this Lease Agreement is for convenience
and reference only, and in no way defines, limits or describes the scope or
intent of such article or of this Lease Agreement.
19.12 This Lease Agreement does not create the relationship of principal and
agent, or of partnership, joint venture, or of any association or relationship
between Landlord and Tenant, the sole relationship between Landlord and Tenant
being that of landlord and tenant.
19.13 All preliminary and contemporaneous negotiations are merged into and
incorporated in this Lease Agreement. This Lease Agreement contains the entire
agreement between the parties and shall not be modified or amended in any manner
except by an instrument in writing executed by the parties hereto.
19.14 All obligations (together with interest or money obligations at the
Maximum Rate of Interest) accruing prior to expiration of the term of this Lease
Agreement shall survive the expiration or other termination of this Lease
Agreement.
ARTICLE XX
OPTION TO PURCHASE
20.1 Tenant shall have the Option (the "Option") to purchase the Demised
Premises together with all appurtenance rights, mineral rights, privileges, and
easements belonging thereto (collectively, the "Property") upon all the terms
and conditions of this Article XX. Tenant may exercise the Option at any time
after the second (2nd) Lease Year, by giving notice to Landlord as hereinafter
provided.
20.2 The purchase price (the "Purchase Price") to be paid for the Property
shall be its fair market value which is defined as the most probable price which
a property should bring in a competitive and open market under all conditions
requisite to a fair sale, the buyer and seller each acting prudently and
knowledgeably, and assuming the price is not affected by undue stimulus. The
Purchase Price shall be determined as follows: First, Landlord and Tenant shall
attempt to agree on the Purchase Price. If Landlord and Tenant cannot agree on
the Purchase Price within ten days after the date Landlord receives the written
notice described in Subsection 20.3 from Tenant, Landlord and Tenant shall
attempt to agree on and select a mutually acceptable appraiser who will be
engaged to determine the Purchase Price. For purposes of this Subsection
-27-
<Page>
20.2, the date Landlord receives the written notice described in Subsection 20.3
from Tenant shall be referred to as the "Exercise Date." If Landlord and Tenant
cannot agree on an appraiser within 20 days after the Exercise Date, Landlord
and Tenant shall each appoint an appraiser, such appointment to be made within
30 days after the Exercise Date. Should either Landlord or Tenant fail to
appoint an appraiser, the appraiser appointed by either Landlord or Tenant shall
make the appointment of a second appraiser. The first appraiser and the second
appraiser so designated shall then appoint a third appraiser within 40 days
after the Exercise Date. If the two appraisers so appointed cannot agree on a
third appraiser within 40 days of the Exercise Date, then either Landlord or
Tenant may request such appointment by a judge of a district court in Orange
County, New York. Having made the appointments, each of the three appraisers so
appointed shall be charged with the responsibility for independently determining
the Purchase Price, such determination to be made within 90 days after the
appointment of the third appraiser. The Purchase Prices determined by the three
appraisers shall be added together and then divided by three to arrive at an
average Purchase Price. The average Purchase Price shall be the Purchase Price
under this Subsection 20.2 and shall be binding on the parties hereto and their
successors and assigns. Any appraiser so designated by either Landlord or
Tenant, the first and second appraiser, or a district court judge shall be
disinterested, qualified to appraise the fair market value of the Property in
the locale of the Land described on Exhibit "A", and a Member of the Appraisal
Institute (MAI) at all times during such appraiser's service hereunder. All
costs and expenses of engaging any appraiser under this Subsection 20.2 shall be
shared equally by Landlord and Tenant. Notwithstanding anything to the contrary
in this Article XX, in no event shall the Purchase Price be less than
$4,000,000.00.
20.3 In order to exercise the Option, Tenant shall give Landlord written
notice of such exercise, which notice shall specify a closing date not later
than 45 days after the date of exercise of said Option. At the closing, Landlord
shall deliver to Tenant:
a. A Limited Warranty Deed, properly executed on behalf of Landlord in
recordable form with all applicable transfer taxes paid and stamps, if
any, affixed thereto, conveying the Property to Purchaser subject only
to the Permitted Exceptions described in Exhibit B hereto and any
other exceptions created solely as a result of acts or agreements of
Tenant.
b. All certificates and instruments and other documents necessary to
permit the recording of the Limited Warranty Deed.
c. Standard Seller's Affidavit properly signed on behalf of Landlord and
stating the signer's knowledge as to judgments, bankruptcies, tax
liens, mechanics liens, parties in possession, unrecorded interests,
encroachment or boundary line questions, and related matters.
d. An affidavit of Landlord in form and content satisfactory to Tenant
stating that Landlord is not a "foreign person" within the meaning of
Section 1445 of the Internal Revenue Code.
e. Such other instruments and documents as are necessary to vest title to
the Property in Tenant and to enable Tenant to enjoy the benefits of
ownership thereof.
-28-
<Page>
f. If requested by Tenant, an agreement properly executed on behalf of
Landlord confirming the termination of this Lease Agreement.
Upon delivery of the foregoing items, Tenant shall deliver to Landlord the
applicable Purchase Price and shall pay all costs of any title insurance
obtained by Tenant and all transfer taxes and recording fees payable with
respect to the Limited Warranty Deed and the documents to be delivered at
closing.
20.4 All real estate taxes, installments of special assessments, utility
charges, income and expenses of the Property shall be paid by Lessee, either as
Lessee pursuant to the Lease prior to closing or as owner of the Property
subsequent to closing.
20.5 In the event that Landlord is unable to convey title to the Property
subject only to the Permitted Exceptions and other exceptions described in
Subsection 20.3 above, Tenant shall have the option to either: (a) terminate its
exercise of the Option by giving written notice to Landlord in which event the
exercise of the Option shall become null and void and neither party shall have
any further right or obligation with respect to Tenant's Option or the exercise
thereof; or (b) elect to proceed to close its purchase of the Property by giving
written notice to Landlord, in which event: (i) Tenant shall proceed to purchase
the Property; (ii) Landlord shall remain liable to cure any title defects
required to be cured in order to establish title to the Property in the
condition required in Subsection 20.3(a) above; and (iii) there shall be
withheld from the Purchase Price payable to Landlord an amount equal to the
anticipated costs of establishing title to the Property in the condition
required by said Subsection 20.3. If Landlord and Tenant are unable to agree on
the amount to be withheld from the Purchase Price as described in the preceding
sentence, the amount thereof shall be determined by any title insurance company
retained by Tenant to provide title insurance for Tenant's acquisition of the
Property. Landlord shall remain liable for the payment of any costs of
establishing title to the Property in the condition required by Subsection
20.3(a) above in excess of those so withheld from the Purchase Price. Any
portion of the amounts so withheld from the Purchase Price not necessary to cure
title shall be paid by Tenant to Landlord when the amount of such costs of
curing title has been determined.
20.6 In the event that prior to the time of closing, proceedings for
condemnation of the Property, or any interest therein, or any portion thereof
are commenced by any governmental authority having jurisdiction to do so, Tenant
may, at its option, terminate its exercise of the Option by written notice to
the Landlord. In the event of any such condemnation without the exercise of
right of termination by Tenant, Tenant shall proceed to purchase the Property
pursuant to its exercise of its Option and Landlord and Landlord's mortgagee
shall assign to Tenant all rights to any condemnation proceedings and any award
paid pursuant thereto and there shall be no reduction in the Purchase Price. In
the event that, at any time subsequent to the date of this Lease Agreement, but
prior to the closing of the sale of the Property to Tenant pursuant to an
exercise of its Option, Landlord receives any award for condemnation of the
Property, or any interest therein, or any portion thereof, the amount of the
award so received by Landlord shall be deducted from the Purchase Price
otherwise payable by Tenant on exercise of its Option.
20.7 Upon closing of the purchase of the Property by Tenant pursuant to an
exercise of the Option, any portion of the Deposit, any amounts held by Landlord
pursuant to Articles XVII or
-29-
<Page>
XVIII hereof and any other amounts deposited by Tenant hereunder then held by
Landlord and any prorated portion of any Basic Rent or other amounts paid by
Tenant hereunder and properly allocable to the period from and after the closing
date shall be paid by Landlord to Tenant at closing.
ARTICLE XXI
REDUCTION IN AREA OF DEMISED PREMISES
21.1 Tenant may request a reduction in the area of the Demised Premises by
notifying Landlord that it wishes to release from the Demised Premises a portion
of the Demised Premises currently within the area being operated as a ski area
(the "Excess Property"). Upon receipt of such notice, Landlord may, at its sole
discretion, sell the Excess Property, in which case (i) the Demised Premises for
purposes of the balance of the Lease Term following such sale shall exclude the
Excess Property, (ii) the Basic Rent shall be reduced at the rate of $10 for
each $100 of consideration received by Landlord for the sale of the Excess
Property, and (iii) the net proceeds (sale price less reasonable and customary
costs of sale) of the sale of the Excess Property shall reduce the minimum
Purchase Price, if Tenant exercises the Option pursuant to Article XX.
ARTICLE XXII
SOLE AGREEMENT
22.1 This Lease supersedes and terminates all prior agreements, negotiations,
representations, discussions, and proposals between Landlord and Tenant related
to the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Lease
Agreement to be duly executed as of the day and year first above written.
Faire Partners, LLC
(Landlord)
By
-------------------------------------
Stephen L. Feinberg
Its Manager
Renaissance Entertainment Corporation
(Tenant)
By
-------------------------------------
J. Stanley Gilbert
Its President
-30-
<Page>
STATE OF _____________ )
) ss
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ____ day of
____________, 2002, by Stephen L. Feinberg, the Manager of Faire Partners, LLC,
a Texas limited liability company on behalf of the company.
--------------------------------
Notary Public
STATE OF _____________ )
) ss
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ____ day of
_____________, 2002, by J. Stanley Gilbert, the President of Renaissance
Entertainment Corporation, a Colorado corporation, on behalf of the corporation.
--------------------------------
Notary Public
-31-
<Page>
EXHIBIT A
LEGAL DESCRIPTION
Town of Tuxedo, Tax Map Numbers Section 1, Block 1, Lots 36.32, 37.2,
52.2 and 59. Title is held by Sterling Forest Corp., Deed Liber 1600, Page 352,
recorded September 5, 1961 for Lot 36.32; Liber 1600, Page 342, recorded
September 5, 1961 for 37.2; Liber 1897, Page 269, recorded January 27, 1972 for
Lot 52.2; and Liber 3800, Page 213, recorded April 23, 1993 for Lot 59. The
Census Tract Number is 0149.00.
<Page>
EXHIBIT B
PERMITTED EXCEPTIONS
1. Possible special charges by reason of any disallowance of any lottery tax
credit claimed for taxes levied or to be levied.
2. General and special taxes and assessments not yet due.
3. Public or private rights, if any, in such portions of the insured premises as
may be used, laid out, taken or dedicated in any manner whatsoever for
highway or road purposes.
4. Matters which would be disclosed by an accurate survey of the Demised
Premises.
-33-