{"id":41937,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/montgomery-county-ks-lease-agreement-tgfw-ii-llc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"montgomery-county-ks-lease-agreement-tgfw-ii-llc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/montgomery-county-ks-lease-agreement-tgfw-ii-llc-and.html","title":{"rendered":"Montgomery County (KS) Lease Agreement &#8211; TGFW II LLC and Amazon.com.KSDC Inc."},"content":{"rendered":"<pre>\n                                 LEASE AGREEMENT\n\n        THIS AGREEMENT OF LEASE (the 'LEASE') made this [*] day of [*] (herein\nthe 'EFFECTIVE DATE') by and between TGFW II, L.L.C., a Kansas limited liability\ncompany, having a principal place of business at 8100 East 22nd Street North,\nBuilding 1900, Suite 402, Wichita, Kansas 67226 (hereinafter called 'LESSOR'),\nand AMAZON.COM.KSDC, INC., a Delaware corporation, having a place of business at\nCoffeyville Industrial Park, North Highway 169, Coffeyville, Kansas (hereinafter\ncalled 'LESSEE').\n\n        WITNESSETH, that in consideration of the rent and covenants herein\nreserved and contained on the part of Lessee to be paid, performed and observed,\nthe Lessor does hereby demise and lease unto Lessee the following property, to\nwit:\n\n        A building area containing a floor area of approximately [*] square\n        feet, as such square footage will be expanded pursuant to the Building A\n        Expansion described below (herein 'BUILDING AREA A'), an office area\n        (herein 'BUILDING AREA B'), a building area containing a floor area of\n        approximately [*] square feet (herein 'BUILDING AREA C'), and a building\n        area to be constructed containing approximately [*] square feet (herein\n        'BUILDING AREA D') all of which are located on that certain parcel of\n        land located in Montgomery County, Kansas, consisting of approximately\n        [*] acres, as more fully described and depicted in Exhibit 'A' hereto\n        (the 'LAND'). The construction of Building Area D (herein 'LESSOR'S\n        IMPROVEMENTS') and certain other modifications to Building Area B and\n        Building Area C (herein 'ADDITIONAL BUILDING Modifications') shall be\n        constructed by Lessor in accordance with the plans listed on Exhibit 'B'\n        hereto and the applicable portions of the specifications attached hereto\n        as Exhibit 'C' (herein the 'SPECIFICATIONS'). Certain alterations to\n        Building Area A (the 'BUILDING A EXPANSION') will be constructed by\n        Lessor in accordance with the plans listed on Exhibit 'B' and the\n        applicable portions of the Specifications. The Land, Building Area A,\n        Building Area B, Building Area C and Building Area D are collectively\n        hereinafter called the 'LEASED PREMISES'. Building Area A, Building Area\n        B, Building Area C and Building Area D may sometimes be referred to\n        hereafter collectively as the 'BUILDINGS'. The parties currently\n        anticipate that the Buildings, with all expansions complete, shall\n        contain approximately the following floor areas: Building Area A - [*]\n        square feet; Building Areas B and C - [*] square feet; and Building Area\n        D - [*] square feet, with the total floor area of all Buildings being\n        [*] square feet.\n\n        NOW THEREFORE, in consideration of the foregoing and the mutual\ncovenants set forth herein, the parties agree as follows:\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n        1.     LEASE TERM AND LEASEHOLD IMPROVEMENTS.\n\n        (A) Lessor hereby agrees to rent to Lessee and Lessee hereby agrees to\nrent from Lessor the Leased Premises for an initial term which shall commence on\nthe later of: (i) [*], and (ii) with respect to Building Areas A, B and C, the\ndate when the improvements described in subsection 1 (C), items (i), (ii),\n(iii), (iv), (vi), (ix), (x), (xi), (xiii) and (xiv) hereof are substantially\ncomplete [without regard to the definition of 'substantially complete' set forth\nin subsection 1 (H) hereof], and with respect to Building Area D, the date when\nthe Lessor's Improvements are substantially complete as defined in subsection 1\n(H) hereof (the 'COMMENCEMENT DATE') and which shall expire on [*] (the\n'EXPIRATION DATE'). Lessee may occupy all or any portion of the Leased Premises\nprior to the Commencement Date as contemplated by Section 1(B). All of Lessee's\nobligations hereunder shall commence upon such occupancy except that the\nobligation to pay base rent, taxes, insurance and perform maintenance, as\nprovided in this Lease, shall commence only on the Commencement Date for the\napplicable Building Area.\n\n        (B) Lessor hereby agrees to construct with diligence, in compliance with\nall applicable laws, and in a good and workmanlike manner Lessor's Improvements.\nLessor shall cause Lessor's Improvements to be substantially complete on or\nbefore [*]. To the extent not inconsistent with the construction process, Lessor\nwill allow Lessee to occupy and operate from the Leased Premises on or before\n[*]. Lessor has presented to Lessee, and Lessee has heretofore approved the\nplans and specifications for Lessor's Improvements attached hereto as Exhibits\n'B' and 'C'(the 'APPROVED PLANS'). Lessor shall begin construction based on the\nApproved Plans. Promptly after they have been developed, Lessor shall submit\nfull construction drawings and specifications, necessary to complete the work\nincluding, without limitation, foundation plans, and architectural plans ,\nincluding HVAC, plumbing, structural, mechanical, civil and electrical plans and\nspecifications for Lessee's approval, which approval shall not be unreasonably\nwithheld or delayed. Lessee shall promptly review the documentation so submitted\nfor consistency with the Approved Plans. Lessee shall, within five (5) business\ndays of receipt of such documentation either approve the same or indicate in\nwriting the specific reasons for the Lessee's failure to approve. Lessee shall\nbe required to approve the documentation unless: (i) it is inconsistent with the\nApproved Plans; (ii) does not comply with applicable law; or (iii) the parties\nagree to a change order as provided below. Lessee's failure to respond within\nthe required time frame shall be deemed to be an approval of the documentation\nas submitted.\n\n        (C) Lessor hereby agrees to substantially complete construction of the\nfollowing items, which are part of the Additional Building Modifications, in\naccordance with all applicable laws, in a good and workmanlike manner and in\naccordance with the following schedule:\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 2 -\n\n\n        (i)    The existing lighting, plumbing and doors in Building Areas A, B\n               and C shall be placed in good working order on or before [*].\n\n        (ii)   Remove the existing racking and racking sprinklers shall be\n               removed from Building Area C on or before [*].\n\n        (iii)  The carpet in Building Area B shall be replaced, the interior of\n               Building Area B shall be painted and any damaged floor tile\n               replaced on or before [*].\n\n        (iv)   The HVAC system in Building Area B shall be replaced on or before\n               [*]. The existing HVAC system for Building Area B will not be\n               removed until Lessor is ready to commence installation of the new\n               system.\n\n        (v)    An additional 277 parking spaces shall be completed on or before\n               [*].\n\n        (vi)   The mezzanine in Building Area C, and the ducts, air handling\n               equipment and boilers in Building Areas A and C shall be removed\n               on or before [*].\n\n        (vii)  Modification to the existing HVAC system in Building Areas A and\n               C to give 4 air rotations per hour shall be completed on or\n               before 100 days after the Effective Date.\n\n        (viii) Two (2) new openings (each 12' wide by 12' high) in the east wall\n               of Building Area C will be cut in locations to be determined by\n               Lessee on or before fourteen (14) days after the roof over the\n               area of the west side of Building Area D has been completed.\n\n        (ix)   The existing warehouse parking lot shall either have a new\n               topcoat installed or shall be resealed and re-striped, as needed,\n               on or before [*], adverse weather permitting.\n\n        (x)    All ceiling tile in Building Area B will be replaced on or before\n               [*].\n\n        (xi)   A protected shell for Building Area A Expansion (exterior walls\n               and roof completed either permanently or by temporary enclosure)\n               shall be completed on or before [*].\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 3 -\n\n\n        (xii)  Installation of 20 loading docks on the west side of the Building\n               Area A expansion shall be completed on or before [*].\n\n        (xiii) Install 400 amp electrical service (pursuant to the\n               Specifications) to the existing computer room in Building Area B\n               by [*].\n\n        (xiv)  Provide temporary fans for air movement in Building Areas A and C\n               by [*].\n\n        (D) Lessor hereby agrees to construct with diligence, in compliance with\nall applicable laws, and in a good and workmanlike manner the Building A\nExpansion on the Land. Lessor has presented to Lessee, and Lessee has heretofore\napproved the plans and specifications attached hereto as Exhibit 'B' and 'C'(the\n'APPROVED NB PLANS'). Lessor shall cause the Building A Expansion to be\nsubstantially complete on or before [*]. Lessor shall begin construction based\non the Approved NB Plans. Promptly after they have been developed, Lessor shall\nsubmit full construction drawings and specifications necessary to complete the\nwork including, without limitation, foundation plans, and architectural plans,\nincluding HVAC, plumbing, structural, mechanical, civil and electrical plans and\nspecifications for Lessee's approval, which approval shall not be unreasonably\nwithheld or delayed. Lessee shall promptly review the documentation so submitted\nfor consistency with the Approved NB Plans. Lessee shall, within five (5)\nbusiness days of receipt of such documentation either approve the same or\nindicate in writing the specific reasons for the Lessee's failure to approve.\nLessee shall be required to approve the documentation unless: (i) it is\ninconsistent with the Approved NB Plans; (ii) does not comply with applicable\nlaw; or (iii) the parties agree to a change order as provided below. Lessee's\nfailure to respond within the required time frame shall be deemed to be an\napproval of the documentation as submitted.\n\n        (E) In the event Lessee desires to change any portion of the Lessor's\nImprovements, Additional Building Modifications, or the Building A Expansion,\nLessee shall submit a written change order to Lessor. Lessor will provide Lessee\nwith any increase in construction costs incurred by Lessor, or any savings\nrealized by Lessor, from performing such change order (as applicable, the\n'Change Cost\/Savings'), and the effect that the same will have on the\nconstruction schedule, if any, along with such other detail and information as\nmay be requested by Lessee as soon as practicable, but in any event within five\n(5) business days. Lessor shall obtain competitive bids with respect to change\norders if and as requested by Lessee. If Lessee delivers to Lessor its written\napproval of such Change Cost\/Savings and change in the construction schedule, if\nany, within five (5) business days after Lessee's receipt thereof, then (a)\nLessor will perform such change order in accordance with the same, and (b) the\nRental Rate (as defined below) will be adjusted, effective upon substantial\ncompletion of the Building to which the change order relates, up (if a cost) or\ndown (if a savings), as applicable, by an amount equal to (i) the Change\nCost\/Savings, multiplied by (ii) 11%, divided by (iii) the aggregate square\nfootage of the Buildings as set forth in the plans and specifications\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 4 -\n\n\nattached as Exhibits B and C (approximately [*] square feet). Notwithstanding\nthe foregoing, no change in Rental Rates will be made pursuant to the\nimmediately preceding sentence to the extent that any change order relates to\nchanges required for the Buildings (or any of them) to comply with any\napplicable law, regulation or code or subsections 1 (B), (C) and (D) or\notherwise for Lessor to comply with its construction obligations as contemplated\nin Exhibits 'B' and 'C' hereto (to such extent, a 'Required Change Order').\nLessor shall include in its contract with its general contractor a provision\ngiving Lessor and\/or Lessee, or their representatives, the right to inspect the\nbooks and records of the general contractor with respect to the design and\nconstruction activities contemplated by this Lease. In addition, throughout the\ndesign and construction process, Lessor shall make available to Lessee for\ninspection all books and records, as well as contracts, bills, vouchers, and\nchecks, and such other documents as are necessary for Lessee to properly audit\nall design and construction costs. Notwithstanding any of the foregoing to the\ncontrary: (a) Lessor shall not be required to accept or perform any change order\nwhich causes the cost of construction for the applicable change order, together\nwith the cost of construction of all prior change orders, to exceed, in the\naggregate, the sum of [*] ($[*]) Dollars; (b) any change in the construction\nschedule set forth in an approved change order shall automatically modify the\nother applicable provisions of this Lease relating to Lessor's obligations with\nrespect to meeting the construction schedule with respect to the item in\nquestion; (c) for purposes of determining the dates on which Lessee must\ncommence to pay base rent and additional rent, delays in the construction\nschedule attributable to any change order initiated by Lessee and which is not a\nRequired Change Order shall not be taken into consideration; and (d) Lessee\nshall have the right to elect to pay directly the cost of construction of any\nchange order, in which case, there shall be no adjustment in the Rental Rate\nwith respect to such change order.\n\n        (F) The parties acknowledge that the Leased Premises is located outside\nthe city limits of Coffeyville, Kansas, and that, as a consequence, Lessor\nrepresents to Lessee that no building permits, certificates of occupancy or\nother governmental approvals or permits are required with respect to\nconstruction of the Additional Building Modifications, Building A Expansion or\nthe Lessor's Improvements.\n\n        (G) Notwithstanding anything to the contrary contained in this Lease,\nother than the provisions of Section 30 hereof, if Lessor fails or is unable to\ncause Lessor's Improvements, the Additional Building Modifications and the\nBuilding A Expansion to be substantially completed by the applicable dates set\nforth above and such failure materially and adversely affects Lessee's ability\nto use the Leased Premises and if such failure is not attributable to any delay\nor fault of Lessee or from any of the causes set forth in Section 30 hereof,\nLessee shall be entitled to $[*] for every day of such delay.\n\n        (H) For purposes of this Agreement, the Lessor's Improvements and\/or the\nBuilding A Expansion, as applicable, shall be deemed to be substantially\ncomplete when: (i) they are\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 5 -\n\n\nsufficiently complete in accordance with the contract documents so that Lessee\ncan occupy or utilize the Lessor Improvements and\/or the Building A Expansion,\nas applicable, for their intended use; (ii) Lessor's architect, Carter Burgess,\nInc. of Fort Worth, Texas, has delivered to Lessee a certificate of substantial\ncompletion confirming that the Lessor's Improvements and\/or the Building A\nExpansion, as applicable, have been substantially completed in accordance with\nthe Approved Plans or the Approved NB Plans, as applicable; and (iii) all\nbuilding systems, equipment and utilities installed as part of the Lessor's\nImprovements and\/or the Building A Expansion, as applicable, are properly\ninstalled and functioning in all material respects. Lessor shall give Lessee at\nleast fifteen (15) days prior written notice of the anticipated date of\nsubstantial completion of Lessor's Improvements and\/or the Building A Expansion,\nas applicable.\n\n        (I) Lessor shall complete the punch list items (described in Section 10\nhereof) for Lessor's Improvements, Additional Building Modifications and\/or the\nBuilding A Expansion, as applicable, promptly after conclusion of the walk\nthrough described in Section 10 hereof.\n\n        (J) Lessor warrants to Lessee that the Lessor's Improvements, Building A\nExpansion and the Additional Building Modifications shall, upon and after\nsubstantial completion of the applicable improvements, be free from defects in\nworkmanship and materials, and, notwithstanding anything to the contrary\ncontained in this Lease, Lessor shall, at Lessor's sole cost, promptly correct\nany defects in workmanship or materials with respect to the Additional Building\nModifications, the Building A Expansion or Lessor's Improvements; provided,\nhowever, the foregoing warranty shall expire and be of no further force or\neffect one (1) year from and after the date of the walk through (described in\nSection 10 hereof) for the applicable improvements. In order to preserve any\nclaim after expiration of the one (1) year warranty period, Lessee must give\nLessor written notice of such claim prior to expiration of the one (1) year\nwarranty period, specifically setting forth the details of the claim. Any claim\nwhich has been made during the one (1) year warranty period in accordance with\nthe immediately preceding sentence shall continue to enforceable until resolved.\n\n        (K) Notwithstanding any other provision in this Lease to the contrary,\nLessor shall be deemed to have constructed the improvements described above in\nthis Section 1 in accordance with subsections 1 (B), (C) and (D) and Exhibits\n'B' and 'C' hereof so long as such improvements do not contain any material\ndeficiency beyond the customary and normal deviations associated with such work\ntaking into account the specifications developed by Lessor's architect.\n\n        2.     BASE RENT\n\n        (A) Subject to increase or decrease pursuant to subsection 1(E) hereof,\nLessee covenants with Lessor to pay base rent for the Leased Premises (a) at the\nrate of $[*] per square foot per year with respect to the period commencing on\nthe Commencement Date through [*], (b) at the rate of $[*] per square foot per\nyear with respect to the period commencing on [*] through [*], and (c) at\n\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 6 -\n\n\nthe rate of $[*] per square foot per year with respect to the period commencing\non [*] through [*] (such rate as in effect from time to time, the 'Rental\nRate'). All such yearly base rental payments shall be calculated on the basis of\nthe total number of square feet constituting the Buildings (other than Building\nArea D until such time as Building Area D has been substantially completed), and\nshall be prorated for any partial months as applicable. The yearly rent shall be\npaid monthly, in installments, each equal to one-twelfth (1\/12) of the yearly\nrent. The first such monthly rental payment shall be payable on the Commencement\nDate, with each remaining monthly rent payment payable on the first day of each\nmonth thereafter as set forth below. Notwithstanding the foregoing, and in\naddition to any Rental Rate reductions pursuant to Section 1(E), if the square\nfootage of the Building A Expansion is less than [*] square feet upon its\nsubstantial completion, then each of Lessee's monthly rent payments due under\nthis Lease shall be reduced by an amount equal to (a) $[*] multiplied by (b)\nsuch shortfall in the number of square feet.\n\n        (B) Each installment of rent due pursuant to this Lease shall be paid in\nadvance for receipt by Lessor (or, if requested by Lessor, by Lessor's\nmortgagee) on or before the first day of each and every calendar month during\nthe term of the Lease. Rent not received when due (without regard to any\napplicable grace period) shall bear interest at a rate per annum which is Three\npercentage points higher than the 'prime rate' of interest as published in the\nWall Street Journal. In addition, a late charge equal to [*]% of the amount due\nshall be payable with respect to any monthly installment of rent which is not\npaid within ten (10) days after Lessor gives Lessee written notice that such\npayment is past due. If Lessee fails to perform any of its obligations under\nthis Lease after notice from Lessor, if required, and after the lapse of the\napplicable cure period, if any, Lessor may, but shall not be required to,\ndischarge such obligations and the reasonable cost thereof shall be paid by\nLessee to Lessor as additional rent on the due date of the next monthly rental\npayment. Notwithstanding the foregoing to the contrary, if Lessee, on two (2)\noccasions in any twelve (12) consecutive month period, fails to pay any rent\nwithin ten (10) days after the same is due and notice thereof from Lessor, the\n[*] percent ([*]%) late charge shall be due and owing with respect to any rental\npayment which is past due at any time during the twelve (12) consecutive month\nperiod immediately following the second such time Lessee fails to pay rent\nwithin ten (10) days after it is due.\n\n        3. OPTION TO RENEW. Lessee shall have the right to renew this Lease for\n[*] ([*]) renewal terms of [*] ([*]) [*] each, upon the same terms and\nconditions as herein set forth, except there shall be no additional options to\nextend after the [*] renewal term and the annual rental during the first renewal\nterm shall be [*] ([*]%) percent over the annual rent payable during the last\nyear of the initial term, and the annual rental during the [*] renewal term\nshall be [*] ([*]%) percent over the annual rent payable during the first\nrenewal term. To exercise each such renewal option, Lessee must give Lessor\nwritten notice of its intention to renew at least ten (10) months before the\nscheduled expiration of the then current term of this Lease. Time shall be of\nthe essence in connection with the exercise by Lessee of its renewal rights as\nprovided for in this Section.\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 7 -\n\n\n        4. SECURITY DEPOSIT. [*]\n\n        5. HOLDOVER TENANCY. If Lessee retains possession of the Leased Premises\nor any part thereof after the termination of this Lease, without Lessor's prior\nwritten consent, Lessee (without prejudice to any of Lessor's other rights and\nremedies) shall pay to Lessor (i) an amount per month equal to [*]% of the rent\npayable with respect to the Leased Premises during the last month of the term,\n(ii) all additional rent for such period, (iii) all direct damages sustained by\nLessor by reason of such retention of possession by Lessee.\n\n        6. UTILITIES. Lessee shall be solely responsible for all charges for\nheat, water, gas, electricity and other utilities used or consumed on the Leased\nPremises. Except for interruptions or curtailments caused by the negligent acts\nor willful misconduct of Lessor, Lessor shall not be liable to Lessee for\ninterference in or interruption of any utility service, nor shall any\ncurtailment or interruption constitute a constructive eviction or grounds for\nrental abatement in whole or in part hereunder.\n\n        7. TAXES. Lessee shall be liable for all taxes levied against personal\nproperty and trade fixtures placed by Lessee in the Leased Premises. Lessee\nshall, commencing [*], and continuing thereafter through the initial term and\nany extended term of this Lease, pay before any interest or penalties begin to\naccrue, all real estate taxes, special assessments and governmental charges of\nany kind and nature whatsoever levied or assessed against the Leased Premises or\nany part thereof. Lessee shall deliver to Lessor, within ten (10) days prior to\nthe date interest and penalties would begin to accrue, proof satisfactory to\nLessor that such taxes, assessments and charges have been timely paid. Lessee\nshall not be liable for any interest or penalty due to a delay in payment caused\nby Lessor.\n\n        Taxes, water rents, rates and charges, sewer rents and other\ngovernmental impositions and charges, assessed during the term, including the\ninitial year thereof, or subsequently assessed for the term, but payable in\nwhole or in installments shall be adjusted and prorated and Lessee shall pay the\nprorated share thereof only for the period of the term of this Lease. Any\nimposition which may be payable in installments, as permitted by law or\nagreement with the appropriate governmental authority, may be paid in that\nmanner except that each installment thereof becoming due and payable subsequent\nto the term of this Lease but assessed for such term and any interest thereon\nshall be paid by the Lessee prior to the expiration or sooner termination of\nthis Lease. Lessee shall be under no obligation to pay interest on any mortgage\non the fee of the Leased Premises, any franchise or income tax payable by\nLessor, or any gift, inheritance, transfer, estate, or succession tax payable by\nLessor by reason of any present or future law which may be enacted during the\nterm of this Lease.\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 8 -\n\n\n        If Lessee shall desire to contest the validity or amount of any payment\nherein required to be made by it as additional rent to any person other than\nLessor, Lessee shall promptly notify Lessor of its intention to do so, and may\nthereupon defer such payment so long as the validity or amount thereof shall be\ncontested by Lessee in good faith and by appropriate legal proceedings provided\nthat the holder of any first mortgage on the Leased Premises shall consent to\nsuch postponement. During any such contest Lessee will prevent any divesting of\nLessor's title, reversion or other interest in or to the Leased Premises and\nwill further prevent the enforcement or public sale on any lien for such payment\nand the enforcement of any court or administrative order preventing or delaying\nthe payment of any installment of rent. Lessee agrees that such contest shall be\ndiligently prosecuted, that it will pay, and save Lessor harmless from and\nagainst any and all losses, judgments, decrees and costs (including all\nreasonable attorneys' fees and expenses) in connection therewith, and that\npromptly after the final determination of such contest it will fully pay and\ndischarge the amounts which shall be levied, assessed, charged or imposed or be\ndetermined to be payable therein, together with all penalties, fines, interest,\ncosts and expenses resulting therefrom.\n\n        8. MAINTENANCE. (A) It is the intention of the parties that this is a\n'triple net' lease; that is, Lessee shall pay any and all taxes, assessments,\ncosts of insurance, costs of repairs including interior and exterior [excluding\nthose structural portions of the Leased Premises which are to be maintained by\nLessor in accordance with Section 8 (B) hereof, provided such structural repairs\nare not necessitated because of Lessee's acts] and all operating and maintenance\nexpenses and costs with respect to the Leased Premises, including taxes,\nassessments, costs and expenses of every nature except as specifically otherwise\nprovided for in this Lease. Except for items of maintenance covered by the\nguarantees provided for in this Lease and except for structural repairs which\nare to be made by Lessor, as hereafter provided in Section 8 (B) hereof (unless\nnecessitated by Lessee's acts), Lessee agrees, at its own expense, to make all\nnecessary repairs to the Buildings, including but not limited to, all interior\nand exterior portions thereof and to do all other necessary maintenance in\nconnection with the Leased Premises while this Lease is in effect (commencing on\n[*]) to the end that the Leased Premises are kept and maintained in a good and\nsafe condition at all times. Lessee also agrees, from and after [*], to perform\nand pay for all maintenance and repair expenses with respect to all lawn, yard,\nshrubbery, snow removal and sprinkler system charges. Lessee further agrees at\nits own expense to maintain or replace all minor and major components of or\nentire systems of the Leased Premises, such as the plumbing, electrical, heating\nand air conditioning, if any, to the end that such components and systems are in\ngood operating condition at all times. Notwithstanding the foregoing to the\ncontrary, Lessor warrants that with respect to the existing roofs, plumbing,\nelectrical, heating, dock doors, air conditioning and other operating systems\nand building and site components which are not to be replaced by Lessor pursuant\nto Section 1 hereof, the same shall be in good working condition as of [*], and\nthe parties shall conduct a walk-through on or about [*], in order to prepare a\npunch list of any defects in such systems that will be promptly repaired by\nLessor.\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 9 -\n\n\n        (B) Lessor shall, during the entire term of this Lease and at its sole\ncost and expense, keep and maintain in good order, condition and repair the\nroofs, exterior walls, foundations and other structural portions of the\nBuildings unless necessitated by the acts or negligence of Lessee or Lessee's\nemployees, agents, invitees, sublessees or contractors.\n\n        9. CASUALTY INSURANCE. Subject to Lessee's right to furnish insurance as\nhereafter provided, Lessor, at the cost and expense of the Lessee, shall provide\nand keep in force 'all-risk' fire insurance with an extended coverage\nendorsement including vandalism, malicious mischief and any loss arising out of\nsprinkler damage, upon the Buildings during the entire term of this Lease in an\namount equivalent to not less than one hundred percent (100%) of the full\nreplacement cost of the Buildings, exclusive of foundations, but in no event\nless than the amount required by any regular lending institution now or\nhereafter holding a mortgage on the premises. The full replacement cost shall be\nfirst determined by Lessee and Lessor at the initial signing of the Lease and\nshall periodically be mutually redetermined by Lessor and Lessee in a good faith\nmanner based upon an appraisal of the Leased Premises, the cost of which shall\nbe born by the Lessee. Any insurance coverage shall also provide insurance\nagainst loss of rents for a period of one (1) year and against loss or damage by\nexplosion of steam boilers, pressure vessels or similar apparatus, now or\nhereafter installed in the building on the Leased Premises and against such\nother risks and with such limits as may be reasonably determined by the Lessor\nfrom time to time, on the basis of the types and limits of insurance customarily\ncarried by prudent owners of similar properties in the region in which the\nLeased Premises are located; provided, however, Lessor shall not have the right\nto require an increase in the limits of the liability insurance during the first\nfive (5) years of the Lease unless Lessee materially changes its use of the\nLeased Premises. Lessee agrees that Lessee shall be solely responsible for\nproperty insurance covering its contents and all of Lessee's Improvements.\n\n        Within ten (10) days of receipt of an invoice or statement therefor,\nsuch premiums shall be paid by the Lessee either directly or by reimbursement to\nLessor as Lessor shall request and, in the former case, Lessor shall be\nfurnished with satisfactory evidence of such payment. Lessee's obligation to pay\nsuch premiums shall commence [*], and shall continue thereafter through the\ninitial term and any extended term of this Lease.\n\n        All policies of insurance required to be maintained by the Lessee or the\nLessor shall be rated not lower than A-\/X by Best's Insurance reports or such\nhigher rating as may be required by Lessor's Mortgagee and shall name the Lessor\nand the Lessor's mortgagees and any other party in interest as the insured as\ntheir respective interests may appear. All policies shall contain an agreement\nby the insurers that such policies shall not be canceled without at least thirty\n(30) days prior written notice to the Lessor and\/or to the holder of any\nmortgage to whom losses hereunder may be payable.\n\n        After receiving the prior written consent of Lessor, which consent shall\nnot be unreasonably withheld, and subject to any required consent of Lessor's\nmortgagee, Lessee may elect to provide\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 10 -\n\n\nthe insurance required by this Section 9 through Lessee's insurance carrier\nprovided that the quality of the insurer and the scope of the coverage fulfills\nthe requirements of this Section 9.\n\n        10. ACCEPTANCE OF PREMISES. Promptly after the Additional Building\nModifications and the Building A Expansion are substantially complete and again,\npromptly after Lessor's Improvements are substantially complete, Lessor and\nLessee shall jointly walk through the Leased Premises in order to inspect the\nAdditional Building Modifications, the Building A Expansion and Lessor's\nImprovements, whichever is applicable, and to develop a punch list of items to\nbe completed and\/or repaired by Lessor. Lessee acknowledges that as of the date\nof the applicable walk-through, it will have inspected the Leased Premises and\nwill be renting same 'as is', with the exception of: (i) the punch list items\nwhich Lessor shall be obligated to complete and\/or repair; and (ii) defects in\nmaterial or workmanship that are discovered during the one (1) year warranty\nperiod described in Section 1 (J) hereof. Lessee shall have the right to add\nmechanical, but not cosmetic, problems to the punch list for ninety (90) days\nfollowing the applicable walk-through. The Leased Premises shall be delivered in\nbroom clean condition with all mechanical equipment in good working order and\nthe roof free of leaks. Furthermore, Lessor shall assign to Lessee all\nassignable warranties and guarantees, if any, received by Lessor in connection\nwith the Leased Premises (other than those which relate to the portions of the\nLeased Premises which Lessor is obligated to maintain), and Lessor shall notify\nLessee as to any warranty or guaranties that, to Lessor's actual knowledge, are\nnot assignable, and shall use its best efforts to enforce non-assignable\nwarranties and guarantees, if any, in connection with the Leased Premises, at\nLessee's request and on Lessee's behalf. If Lessor is requested to enforce a\nwarranty or guaranty on behalf of Lessee, Lessee shall be solely responsible for\nany reasonable consultants' or attorneys' fees incurred by Lessor in connection\ntherewith, provided that Lessor advises Lessee of Lessor's estimate of the\nmaximum amount of such expenses prior to incurring same and obtains Lessee's\nwritten consent to such expenditure. At the point when Lessor's expenses equal\nor exceed the maximum amount approved by Lessee, Lessor shall have the right to\ndiscontinue its efforts to enforce such non-assignable warranties or guaranties.\n\n        At the end of the term or other expiration of this Lease, Lessee will\nsurrender and deliver up the Leased Premises to Lessor in substantially the same\ncondition delivered to Lessee, reasonable and ordinary wear and tear,\nalterations installed by Lessee (unless Lessee is required to remove the same as\nhereafter provided), condemnation and damage by fire or casualty excepted.\n\n        11. LIABILITY INSURANCE; INDEMNIFICATION. Lessee, at its expense, shall\nmaintain liability insurance for injuries to any person or persons and property\nwith combined single limits of [*] ($[*]) Dollars and a deductible in a\ncommercially reasonable amount and furnish a certificate of insurance evidencing\nsuch coverage to Lessor, naming, as additional insureds, Lessor and Lessee, as\ntheir interests may appear, and if requested by Lessor, any mortgagee or holder\nof any mortgage which may be or become a lien upon any part of the Property. The\ncertificate shall specify thirty (30) days written notice to all insureds of\ncancellation or material changes in the policy. Lessor agrees that it will\npromptly advise Lessee of any claims against Lessor in connection with\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 11 -\n\n\nthe Leased Premises so that Lessee may assume the defense of the same in a\ntimely manner if Lessee is obligated to assume such defense in accordance with\nthe provisions of this Lease. Prior to the commencement of the term hereof,\nLessee shall provide Lessor with the aforementioned certificates or copies of\nthe policy or policies of insurance above referred to, with evidence that the\npremiums have been paid in full for the policy periods. Lessee shall also\nfurnish to Lessor throughout the term hereof replacement certificates or copies\nof renewal policies, together with evidence of like paid premiums at least ten\n(10) days prior to the expiration dates of the then current policy or policies,\nor within such other time period as Lessor and Lessee may agree. All the\ninsurance required under this Lease shall be issued by insurance companies\nauthorized to do business in the State of Kansas with a financial rating of at\nleast an A-\/X as rated in the most recent edition of Best's Insurance Reports\nand in business for the past (5) years.\n\n        Lessee shall indemnify, hold harmless and defend Lessor from and against\nany and all costs, expenses (including reasonable counsel fees), liabilities,\nlosses, damages, suits, actions, fines, penalties, claims or demands of any kind\nand asserted by or on behalf of any person, independent contractor or\ngovernmental authority, arising out of or in any way connected with, and Lessor\nshall not be liable to Lessee on account of (i) any failure by Lessee to perform\nany of the agreements, terms, covenants or conditions of this Lease required to\nbe performed by Lessee, (ii) any failure by Lessee to comply with any applicable\nstatutes, ordinances, regulations or orders of any governmental authority with\nrespect to the Leased Premises or Lessee's use thereof, (iii) loss or damage\ncaused by the negligence of Lessee, or (iv) any accident, death or personal\ninjury, or damage to property, which shall occur in the Leased Premises except,\nin each case, as the same may be caused by the negligence or willful misconduct\nof Lessor, its employees or agents or to the extent arising out of Lessor's\nfailure to perform its obligations set forth in this Lease. Lessee shall also\nassume the burden and expense of defending all such suits, whether brought\nbefore the expiration of this Lease or thereafter and commenced to recover for\ninjuries occasioned by such accidents. This obligation of Lessee shall extend to\nboth injuries to persons and to property, and its obligation to hold Lessor\nharmless therefrom shall extend to claims arising from such accidents which are\neither valid or groundless.\n\n        12. DESTRUCTION OF PREMISES. In the event the Buildings or any part\nthereof, shall, during the term of this Lease or during any period during which\nLessee is in possession thereof as permitted by this Lease, be destroyed or\ndamaged by fire, explosion, the elements or other casualty, Lessee shall give\nprompt notice thereof to Lessor. Upon receipt of such notice, Lessor shall cause\nthe damage to be repaired within a reasonable time unless either party shall\nterminate this Lease as provided below. If the Leased Premises or any part\nthereof shall have been rendered untenantable for their intended use as\nreasonably determined by the parties, then from the time of the damage until the\ncompletion of said repair and restoration there shall be an equitable reduction\nin the rental during such period of repair and restoration until said Leased\nPremises are so repaired and again ready for occupancy. Within forty-five (45)\ndays after the occurrence of damage or destruction, Lessor shall determine the\nextent of damage or destruction to the Building or Buildings and the time\nrequired for repair and shall notify Lessee of such matters. If Lessor\nreasonably\n\n\n\n                                     - 12 -\n\n\nestimates that the work required to complete the repairs shall take in excess of\ntwelve (12) months, Lessor shall have the right to terminate this Lease by\ngiving written notice of its intention to do so within fifteen (15) days after\nthe date of Lessor's notice. Furthermore, if the Leased Premises are damaged to\nthe extent of more than fifty (50%) percent of the replacement cost thereof\nduring the last year of the term of this Lease, both Lessor and Lessee shall\nhave the right to terminate this Lease by giving the other party written notice\nof its intention to do so within fifteen (15) days after receipt of Lessor's\nreport of the extent of the damage to the Leased Premises.\n\n        13. EMINENT DOMAIN. In the event the Leased Premises, or a substantial\nportion thereof which renders the balance economically unusable by Lessee for\nthe conduct of its business, are taken under the power of eminent domain for any\npublic or quasi-public use, then Lessee may terminate and cancel this Lease by\ngiving Lessor notice in writing, by registered or certified mail, within\nforty-five (45) days of Lessee's receipt of notice of the condemnation from\nLessor. If Lessee so elects to terminate this Lease, said termination shall be\neffective upon the date that the condemning authority takes possession of the\ncondemned property and thereupon both parties shall be relieved of any further\nobligation under this Lease, except that the parties shall fulfill all of their\nobligations hereunder to be performed to the date of such termination. In the\nevent this Lease is not terminated and canceled after a condemnation of a\nportion of the Leased Premises, the rent due hereunder shall be reduced to a\nreasonable sum proportional to the value of the Leased Premises after the\ncondemnation.\n\n        Lessee hereby waives all rights to any award in condemnation, including,\nwithout limitation, rights arising from termination of all or any part of\nLessee's leasehold interests. Lessee may, however, file a separate claim for any\nleasehold improvements constructed by Lessee or constructed at Lessee's expense,\nits trade equipment, machinery and fixtures and relocation expenses.\n\n        If the Lease is not terminated as provided hereinabove, Lessor shall use\nits best efforts to promptly and diligently restore the Leased Premises, or the\nbuilding in which they are located, to a condition as similar as possible to\nthat existing prior to the taking, but shall have no obligation to restore any\nimprovements made by Lessee.\n\n        14. ALTERATIONS. Lessor agrees that Lessee may at its own expense, from\ntime to time during the term hereof, make such interior alterations and changes\nin and to the Leased Premises, as it finds necessary or convenient for its\npurposes, provided that such interior alterations, additions or changes shall\nnot materially and adversely affect any of the Buildings; provided, however,\nthat Lessee shall not make any structural changes or alterations, including the\nremoval of any bearing or non-bearing walls without the prior written consent of\nLessor. Such consent may be conditioned on a requirement that the Leased\nPremises be restored at the end of the lease term. If not so stated in the\nconsent, any structural alterations, additions and changes shall, at Lessor's\noption, either be removed and the Leased Premises restored at the Lessee's\nexpense, or remain on the Leased Premises at the end of the term of this Lease,\nor any renewal term hereof, in which event such alterations, additions and\nchanges shall be considered as improvements to and become a part of the\n\n\n\n                                     - 13 -\n\n\nreal estate of Lessor. Lessee agrees that any interior alterations, additions\nand changes aforesaid made by it will be erected or made in a first class, good\nand workmanlike manner and all shall be subject to the terms and conditions of\nthis Lease. Lessee may not expand the Leased Premises without the prior written\nconsent of Lessor.\n\n        It is understood and agreed, however, that all trade equipment,\nmachinery and fixtures of every kind and description placed in and upon the\nLeased Premises by Lessee during the term of this Lease shall be and remain\npersonal property belonging to Lessee, and, at the expiration of the term of\nthis Lease, or any renewal hereof, Lessee shall have the right, and at Lessor's\noption, shall have the obligation, to remove such personal property from the\nLeased Premises, restoring and repairing at its expense any damage to the Leased\nPremises directly caused by the removal of such items of personal property.\n\n        15. LESSOR'S ACCESS TO LEASED PREMISES. Lessor or its agent may so often\nas is reasonable and upon not less than 24 hours advance notice, enter upon the\nLeased Premises during the initial or any renewal term of this Lease for the\npurpose of inspecting the same, to show the Leased Premises for purposes of\nfinancing or refinancing same, for purposes of placing signs thereon or offering\nthe same for lease after Lessee's term or for purposes of showing the Leased\nPremises to prospective purchasers; provided, however, that Lessor shall only\nshow the Leased Premises to prospective tenants and shall only place signs\nthereon during the last twelve (12) months of the term of this Lease. In case of\nemergency, Lessor shall give such notice, if any, as is reasonable under the\ncircumstances. When entering the Leased Premises, Lessor shall not unreasonably\ninterfere with Lessee's use and enjoyment of the Leased Premises, and Lessor\nshall comply with Lessee's reasonable requirements with respect to\nconfidentiality and security (including, but not limited to, being escorted at\nall times by an employee of Lessee, signing a reasonable non-disclosure\nagreement, and agreeing to prevent access to prospective purchasers or tenants\nwho are or may reasonably be suspected to be competitors of Lessee).\n\n        16. QUIET ENJOYMENT AND PERMITTED USE. Lessor covenants and agrees that\nLessee, upon paying the base rent, additional rent and all other charges herein\nprovided for and performing and fulfilling the covenants, agreements, and\nconditions of this Agreement on the Tenant's part to be performed and fulfilled,\nshall peaceably and quietly hold, occupy and enjoy the Leased Premises during\nthe term of this Lease without hindrance or molestation by the Landlord or any\nperson(s) claiming through the Landlord, subject, however, to the terms and\nconditions of this Lease; provided, however, that Lessee shall not, without the\nprior written consent of Lessor, permit the Leased Premises to be used for the\nstorage, treatment or holding of any amount of hazardous waste or environmental\ncontaminants beyond such amounts which Lessee may reasonably require to use and\nstore on the Leased Premises for the conduct of its business thereat [and Lessor\nacknowledges that Lessee may use customary and reasonable amounts of cleaning\ncompounds, solvents, fuel for forklifts and other materials for purposes of\noperating, maintaining, cleaning and repairing the Leased Premises and the\nproperty located therein in connection with its business (herein the 'PERMITTED\nMATERIALS')]. Lessee agrees that its use and storage of all such hazardous\n\n\n\n                                     - 14 -\n\n\nmaterials shall be in strict compliance with all applicable laws, regulations,\ncodes, ordinances and statutes. Lessee warrants to Lessor that, except for the\nPermitted Materials, neither it nor any of its permitted assignees or subtenants\nwill conduct a business at the Leased Premises which involves the storage or\ndistribution of any hazardous substance.\n\n        17. ASSIGNMENT AND SUBLETTING. [*].\n\n        18. DEFAULT. If Lessee shall fail to pay to Lessor the rent and\/or other\nsums of money payable to Lessor as and when due and payable hereunder and such\ndefault shall continue for a period of ten (10) days after Lessor has given\nLessee written notice of such default, or if Lessee shall fail to comply with\nany other provisions or conditions of this Lease agreement, upon its part to be\nkept and performed, and such default shall continue for a period of thirty (30)\ndays after written notice thereof shall be given to Lessee by Lessor, (provided\nhowever, that if such default cannot through the exercise of due diligence, be\ncured within thirty (30) days and if Lessee promptly commences the cure, the\nthirty (30) day period shall be extended as reasonably required to effect the\ncure) or if Lessee shall be adjudged bankrupt, or shall make an assignment for\nthe benefit of creditors, or if a receiver of any property of Lessee in or upon\nsaid Leased Premises or for all or part of Lessees' interest hereunder be\nappointed in any action, suit or proceeding, by or against Lessee and such\nadjudication, assignment or appointment shall not be vacated or annulled within\nninety (90) days, or if the interest of Lessee in the Leased Premises shall be\nsold under execution, or other legal process, it shall be lawful for Lessor to\nenter upon said premises, and again have, repossess and enjoy the same as if\nthis Lease had not been made, and everything herein contained on the part of\nLessor to be done and performed shall cease and determine, and Lessor may, at\nits option, declare this Lease terminated. The foregoing rights are without\nprejudice, however, to the right of Lessor to recover from Lessee all damages\nincurred by Lessor as a result of Lessee's breach and additionally Lessor may\nretake possession of and relet said Leased Premises for the remainder of said\nterm for the highest rent reasonably obtainable and may recover from Lessee any\ndeficiency between the amount so obtained and the rent herein reserved plus all\ncosts incurred by Lessor as a result of Lessee's default, including without\nlimitation reasonable attorneys' fees, brokerage commissions (pro rated through\nthe balance of the term); provided, however, Lessor shall be obligated in such\nevent to make full and diligent effort to mitigate its damages by reletting said\nLeased Premises for the best rent reasonably obtainable; and Lessor may pursue\nany or all rights and remedies in equity or at law, the foregoing rights and\nremedies set forth being by way of example only and not by way of limitation or\nrestriction. Notwithstanding the foregoing to the contrary, if Lessee, on two\n(2) occasions in any twelve (12) consecutive month period, fails to pay any rent\nwithin ten (10) days after the same is due and notice thereof from Lessor,\nLessee will be in default under this Lease during the twelve (12) consecutive\nmonth period immediately following the second such time Lessee fails to pay rent\nwithin ten (10) days after it is due without the necessity of Lessor giving\nLessee written notice of such failure to pay.\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 15 -\n\n\n        19. STATUTORY AND ENVIRONMENTAL COMPLIANCE. To the best of Lessor's\nactual knowledge, the Leased Premises have never and do not currently contain,\nnor are they contaminated by, any hazardous or toxic waste materials in\nviolation of any applicable environmental law or regulation, including, but not\nlimited to Section 103 of the Comprehensive Environmental Response, Compensation\nand Liability Act, 42 U.S.C. 9601, et seq, or applicable Kansas environmental\nlaws and regulations. In addition, to Lessor's actual knowledge, no 'cleanup'\n(as such term is used in applicable environmental laws) of the Leased Premises\nhas occurred pursuant to any applicable federal or state environmental laws or\nregulations, nor have same been ordered with respect to the Leased Premises.\n\n        Except as to any condition of the Leased Premises which exists prior to\nthe time Lessee takes possession of any portion of the Leased Premises and which\ndoes not comply with any applicable statutes, ordinances, rules, orders,\nregulations or requirements of the Federal, State or Municipal Government and\nany and all of their Departments and Bureaus, in effect as of the such date,\nLessee shall promptly comply with all statutes, ordinances, rules, orders,\nregulations and requirements of the Federal, State or Municipal Government and\nof any and all their Departments and Bureaus applicable to the Leased Premises\nfor the correction, prevention and abatement of nuisances, violations or other\ngrievances, in, upon or directly related to the Leased Premises or Lessee's use\nthereof during the term of this Lease; and shall also promptly comply with and\nexecute all rules, orders and regulations of the Board of Fire Underwriters for\nthe prevention of fires, at the Lessee's own cost and expense. Provided\nspecifically that it shall be Lessee's responsibility to comply with any and all\npresent and future environmental statutes and any regulations promulgated\nthereunder (hereinafter collectively referred to as 'Environmental Provisions'),\nto the extent the same apply to the Leased Premises as a result of the Lessee's\noccupancy thereof or which are triggered as a consequence of Lessee's use\nthereof or any environmental condition developing or coming into existence\nduring the term of this Lease on the Leased Premises, which are attributable to\nacts or omissions of Lessee, its employees, agents, invitees, contractors or\nrepresentatives; provided, however, that the foregoing shall not apply with\nrespect to matters arising as a result of acts or omissions of Lessor, its\nagents, employees, invitees or representatives or Lessor's predecessors or\nsuccessors. This responsibility shall include, but not be limited to, the\nsubmission of all information required thereunder by any governmental authority\nand the development and implementation of any cleanup plan required because of\nany spill or discharge of a hazardous substance or waste on the Leased Premises\nwhich occurs during the term of this Lease arising from acts or omissions of\nLessee, its employees, agents or representatives.\n\n        Lessee shall provide Lessor with copies of any notice which Lessee may\nreceive regarding any failure or alleged failure of either Lessee (to the extent\nthe same relates to Lessee's use or occupancy of the Leased Premises) or the\nLeased Premises to comply with any statute, ordinance, rule, order, regulation\nor requirement of any applicable authority. Such notice shall include a copy of\nany written communication received by Lessee from any such applicable authority\nand a verbal communication to Lessor of any oral notifications Lessee may\nreceive with respect to a material violation. In any case such notice shall be\ngiven promptly upon Lessee's receipt thereof.\n\n\n\n                                     - 16 -\n\n\n        If for any reason, Lessee has not complied with all of its obligations\nunder this Section 19 prior to the termination of this Lease or expiration of\nthe term of this Lease, Lessee's responsibilities under this Section 19 shall\nsurvive such termination or expiration of this Lease and shall continue to be\nenforceable.\n\n        Lessee shall indemnify, defend and hold Lessor, its successors and\nassigns harmless with respect to all matters arising out of or in any way\nconnected with (i) any spills or discharge of hazardous substances or wastes at\nthe Leased Premises which occur during the term of this Lease (unless\nattributable to Lessor or its employees, agents or representatives), (ii)\nLessee's failure to provide all information, make all submissions and take all\nactions required by any governmental agency in connection with the Leased\nPremises or Lessee's use thereof, or (iii) any other failure to comply with the\nprovisions of this Section 19. Lessee's obligations and liabilities under this\nSection shall continue so long as Lessee remains responsible for any spills or\ndischarges of hazardous substances or wastes at the Leased Premises which occur\nduring the term of this Lease. Lessee's failure to abide by the terms of this\nSection shall be restrainable by injunction.\n\n        Lessor shall indemnify, defend and hold Lessee, its successors and\nassigns harmless with respect to all matters arising out of or in any way\nconnected with any environmental condition occurring on the Leased Premises\n(including, without limitation, any underground tanks) which (a) was in\nexistence prior to the time at which Lessee took possession of any portion of\nthe Leased Premises (except to the extent such conditions are attributable to\nLessee or its employees, agents or representatives), or (b) which are\nattributable to acts or omissions of Lessor, its employees, agents or\nrepresentatives. Lessor's obligations under this Section shall survive\nexpiration of this Lease.\n\n        Notwithstanding the foregoing to the contrary, no alleged violation of\nany governmental law, ordinance, rule or regulation by Lessee shall constitute a\nbreach of covenant under the provisions of this Lease so long as Lessee is\ncontesting in good faith the validity of such law, ordinance, rule or regulation\nor the existence of its alleged violation thereof provided Lessee shall hold\nLessor harmless from any liability or expense by reason of any such contest or\nlitigation concerning any such governmental law, ordinance, rule or regulation,\nor any alleged violation thereof by Lessee.\n\n        The indemnification provisions contained in this Section shall include\nall costs, fines, penalties, damages, liabilities (whether statutory or\notherwise), claims and actions of any kind, cleanup costs, reasonable\nconsultants', experts' and attorneys' fees and any other reasonable expenses\nincurred in connection with the claim by the party entitled to indemnification\nhereunder. The parties hereby acknowledge and agree that the provisions of this\nSection shall survive the termination or expiration of this Lease and shall\nremain enforceable in accordance with the terms hereof.\n\n        20. NON WAIVER. No failure to insist on performance in any instance of\nany obligation hereunder shall be deemed a waiver of such performance, or any\nsubsequent performance of such obligation or of the performance of any other\nobligation hereunder, and no waiver in any\n\n\n\n                                     - 17 -\n\n\ninstance of the performance of any obligation hereunder shall be deemed a waiver\nof any subsequent performance of such obligation or of the performance of any\nother obligation hereunder.\n\n        21. NOTICES. All notices required or permitted under this Lease shall be\nin writing and shall be given by either Certified Mail, Return Receipt Requested\nor by Federal Express (or other overnight courier). Such notice shall be deemed\ngiven four (4) business days after mailing as aforesaid or one (1) business day\nafter delivery to the courier, whichever is applicable. For all purposes\nhereunder, including notices and the payment of rentals, the addresses of the\nparties hereto are as follows:\n\n                      Lessor:      TGFW II, L.L.C.\n                                   8100 East 22nd Street North\n                                   Building 1900, Suite 402\n                                   Wichita, Kansas 67226\n                                   FAX:\n\n                      Lessee:      Amazon.com.ksdc, Inc.\n                                   Amazon.com, Inc.\n                                   1516 Second Avenue\n                                   Seattle, WA 98101\n                                   Attn: Director of Global Real Estate\n\n               with a copy to:     Amazon.com.ksdc, Inc.\n                                   Amazon.com, Inc.\n                                   1516 Second Avenue\n                                   Seattle, WA 98101\n                                   Attn: General Counsel\n\nEither party may change the foregoing address by notice given pursuant to this\nSection at least ten (10) days prior to the effective date of such new notice\naddress.\n\n        22. SUBORDINATION. This Lease and all of the rights of Lessee hereunder\nare and shall be subject and subordinate to the lien of any mortgage or\nmortgages hereinafter placed on the Leased Premises or any part thereof, except\nLessee's property or trade fixtures, and to any and all renewals, modifications,\nconsolidations, replacements, extensions or substitutions of any such mortgage\nor mortgages (all of which are hereinafter termed the mortgage or mortgages),\nprovided, nevertheless, that each or all of such mortgages, shall contain a\nprovision to the effect that so long as Lessee is not in default under this\nLease, or any renewal hereof, no foreclosure of the lien of said mortgage or any\nother proceeding in respect thereof shall divest, impair, modify, abrogate or\notherwise adversely affect any interests or rights whatsoever of Lessee under\nthe said Lease.\n\n\n\n                                     - 18 -\n\n\n        Such subordination shall be automatic, without the execution of any\nfurther subordination agreement by Lessee. If, however, a written subordination\nagreement, consistent with this provision, is required by mortgagee, Lessee\nagrees to execute, acknowledge and deliver the same within twenty (20) days of\nLessor's written request so long as the form thereof is in accordance with\ncommercially reasonable standards applied by the lending industry in loans of\nthe type and amount sought by Lessor and such agreement provides for the\nnon-disturbance of Lessee in the event of foreclosure so long as Lessee is not\nin default of the performance of its obligations under this Lease beyond any\nrequired notice and applicable cure period. In the event of Lessee's failure to\nso execute such a subordination agreement within the time provided, such failure\nshall constitute a default by Lessee under this Lease.\n\n        Lessor represents and warrants to Lessee that, as of the Effective Date,\nLessor is the sole owner, in fee simple, of the Leased Premises. Lessee's\nobligations under this Lease are contingent upon Lessor obtaining and delivering\nto Lessee, on or before [*], a non-disturbance agreement, upon terms and\nconditions reasonably satisfactory to Lessee from American Bank, who Lessor\nrepresents is the only holder of a mortgage encumbering the Leased Premises. In\nthe event Lessor fails to timely deliver such agreement or cause the existing\nmortgage to be released, Lessee shall have the right to terminate this Lease by\ngiving Lessor written notice of termination on or before [*].\n\n        23. LIENS. If, because of any act or omission of Lessee or anyone\nclaiming through or under Lessee, any mechanic's or other lien or order for the\npayment of money shall be filed against the Leased Premises or the Leased\nPremises, or against Lessor (whether or not such lien or order is valid or\nenforceable), Lessee shall, at its expense, cause the same to be canceled and\ndischarged of record or bonded against (and if bonded against, Lessee shall have\nthe right to contest the matter in appropriate proceedings), if permitted by\napplicable law, within thirty (30) days after the date of notification, and\nshall also indemnify and hold harmless Lessor from and against any and all\ncosts, expenses, claims, losses and damages (including reasonable attorneys'\nfees) in connection therewith.\n\n        24. INTEGRATION. It is expressly understood and agreed by and between\nthe parties hereto that this Lease sets forth all the promises, agreements,\nconditions and understandings between Lessor and Lessee relative to the Leased\nPremises and that there are no oral promises, agreements, conditions, or\nunderstandings between the parties with respect thereto.\n\n        25. SHORT FORM LEASE AND ESTOPPEL CERTIFICATE. The parties will, at any\ntime upon the request of either one, promptly execute duplicate originals of an\ninstrument, in recordable form, which will constitute a short form of this Lease\nsetting forth a description of the Leased Premises, the term of this Lease and\nany portion hereof, excluding the rental provisions.\n\n\n--------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 19 -\n\n\n        In the event that either party requires an Estoppel Certificate\nconfirming the terms of this Lease, the other party shall provide same, in the\nform reasonably requested by the other party, within ten (10) business days of\nsuch party's request.\n\n        26. SUCCESSORS AND ASSIGNS. This Lease and all the covenants, provisions\nand conditions herein contained shall inure to the benefit of and be binding\nupon the parties hereto and their respective successors and permitted assigns.\n\n        27. BROKERS. Lessor agrees to pay a commission to Colliers International\nand Tower Properties (collectively 'Brokers') pursuant to a separate agreement.\nIf this Lease transaction is not consummated, then no commissions shall be\nearned or owed. Lessee and Lessor covenant and represent to each other that\nexcept as set forth above, no party is entitled to be paid a fee or commission\nin connection with the transaction contemplated by this Lease, and neither\nLessee nor Lessor has had any dealings or agreements with any other individual\nor entity requiring the payment of such a fee or commission. If any individual\nor entity, other than Brokers, shall assert a claim to a finder's fee, or\ncommission, or other similar fee against either Lessee or Lessor on account of\nan alleged employment, arrangement or contract as a broker or a finder, then the\nparty who is alleged to have retained such individual or entity shall and does\nhereby agree to indemnify and hold harmless the other party from and against any\nsuch claim and all costs, expenses, liabilities and damages incurred in\nconnection with such claim or any action or proceeding brought thereon.\nNotwithstanding any other provision of this Lease to the contrary, the indemnity\nand hold harmless provisions contained in this Section shall survive the\nexecution of this Lease and if this Lease is terminated, the termination of this\nLease.\n\n        29. GOVERNING LAW; TIME OF ESSENCE. This Agreement shall be governed,\ninterpreted and construed in accordance with the laws of the State of Kansas.\nTime limits stated herein are of the essence of this Lease.\n\n        30. FORCE MAJEURE. In the event either Lessor or Lessee shall be delayed\nor hindered or prevented from the performance of any obligation required under\nthis Lease (other than Lessee's obligation to pay rent or other charges under\nthis Lease) by reason of industry wide strikes or lockouts, inability to procure\nmaterials, power failure, fire or other unavoidable casualty beyond such party's\nreasonable control, acts of God, adverse weather conditions which would delay\nthe work of any prudent contractor performing similar work in the same\ngeographical area, governmental laws or regulations not in effect as of the\nEffective Date, riots, insurrection, war or any other reason not within the\nreasonable control of such party, as the case may be, then the performance of\nsuch obligation shall be excused for the period of such delay and the period for\nthe performance of any such act shall be extended for a period equivalent to the\nperiod of such delay; provided, however, that in the event of any construction\ndelay caused by any of the events set forth above, Lessor shall use its best\nefforts to adhere to the original construction schedule with respect to the work\nso delayed (including, but not limited to, by utilizing overtime labor and such\nactions as may be required) to the extent Lessee agrees to pay any increase in\ncosts incurred by Lessor with respect thereto. The\n\n\n\n                                     - 20 -\n\n\naffected party shall use all reasonable diligence to remove the force majeure as\nquickly as possible but neither party shall be required to make any concession\nor grant any demand or request to bring to an end any strike or other concerted\nact of workmen.\n\n        31. SIGNS. Lessee shall obtain Lessor's prior consent, which shall not\nbe unreasonably withheld or delayed, prior to placing any sign on or about the\nLeased Premises. Any such sign must conform with all applicable municipal\nordinances, regulations and rules of Lessor.\n\n        32. LIMITATION ON LESSOR'S LIABILITY AND EXCEPTIONS TO DEMISE. As used\nin this Agreement, the term 'Lessor' is limited to and includes only the owner\nof the Leased Premises at the time in question. In the event that the owner of\nthe Leased Premises transfers title thereto, then upon such transfer, the owner\nconveying title shall be automatically relieved as of the date of such transfer\nof any and all liabilities or obligations with respect to this Lease other than\nobligations arising prior to the date of such transfer.\n\n        The leasehold interest created by this Lease is subject to all\neasements, covenants and other encumbrances of public record affecting the\nLeased Premises and all applicable governmental laws, regulations, and codes.\nLessor represents to Lessee that Exhibit E is a list of all such easements,\ncovenants and other encumbrances of record affecting the Leased Premises other\nthan applicable governmental laws, regulations, and codes. Lessor warrants that\ntrue and correct copies of the easements, covenants and other encumbrances of\nrecord affecting the Leased Premises have been delivered to Lessee.\n\n        33. APPORTIONMENT OF CHARGES If the Leased Premises constitute less than\nall of the improvements and interest in the Land, the real estate taxes and\nother charges assessed against the Leased Premises and the remainder of the Land\nshall be allocated to the Leased Premises as Lessor and Lessee shall reasonably\nagree, but, failing agreement, on the basis of the amount of square feet of\nfloor area of the Leased Premises vis a vis the square feet of floor area of all\nimprovements on the Land.\n\n        34. SUBROGATION. Lessor and Lessee each hereby release each other from\nresponsibility for, and waive any and all claims of recovery for any damage or\nloss arising from the any cause covered by the policies of insurance required by\nthis Lease, and claims submitted thereunder. Each party shall provide notice to\nits insurance carrier or carriers of this mutual waiver and release and shall\ncause its respective insurance carriers to waive all rights of subrogation\nagainst the other.\n\n        35. CAPTIONS. The captions and headings used in this lease are for the\npurpose of convenience only and shall not be construed to limit the meaning of\nany part of this lease.\n\n        36. BOND FINANCING. Lessor and Lessee agree to fully cooperate with each\nother in connection with obtaining the most desirable bond financing available\nwith respect to the Leased\n\n\n\n                                     - 21 -\n\n\n         Premises that allows the City of Coffeyville to grant a partial or\ncomplete real property tax abatement with respect to the Leased Premises. Lessor\nagrees, with Lessee's assistance, to use its best efforts to obtain such\nfinancing. If tax-exempt or taxable bond financing is obtained, Lessor shall pay\nall costs, expenses, underwriting fees and reasonable attorney fees incurred in\nobtaining such bond issue and Lessee shall reimburse Lessor for such fees up to\nthe amount of $[*] within fifteen (15) days after the bond(s) are issued.\n\n\n            [The remainder of this page is intentionally left blank.]\n\n        IN WITNESS WHEREOF, the parties have hereunto set their hands the day\nand year first above written.\n\n                                                   'LESSOR'\n\n                                                   TGFW II, L.L.C.\n\n\n                                            By:    \/s\/ Herbert L. Krumsick\n                                                   -----------------------------\n                                                   Herbert L. Krumsick, Manager\n\n                                                   'LESSEE'\n\n                                                   AMAZON.COM.KSDC, INC.\n\n\n                                            By:    \n                                                   -----------------------------\n\n                                            Name:  \n                                                   -----------------------------\n\n                                            Title: \n                                                   -----------------------------\n\n\n----------\n\n[*] omitted, confidential material, which material has been filed separately\nwith the Securities and Exchange Commission pursuant to a request for\nconfidential treatment.\n\n\n\n                                     - 22 -\n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9592,9579],"class_list":["post-41937","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-land__ks","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41937","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41937"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41937"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41937"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41937"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}