AMF Bowling Centers Inc. Vs Metropolis, Inc. Rio Ventures, LTD. and Rio Club, LLC.

FILED
12/29/2014 4:24:32 PM
Donna Kay McKinney
Bexar County District Clerk
Accepted By: Marc Garcia
3 CITS PPS - SAC3

CAUSE NO.
2014CI19987
AMF BOWLING C~NT~RS,INC.,
IN THE DISTRICT COURT
Plaintiff,
v.
METROPOLIS,INC.,
RIO VENTURES,LTD.,
and RIO CLUB,LLC,
408TH
Defendants.
JUDICIAL DISTRICT
BEXAR COUNTY,TEXAS
PLAINTIFF'S ORIGINAL PETITION, APPLICATION FOR TEMPORARY

INJUNCTION,AND R~QU~ST FOR DISCLOSURE
COMES NOW Plaintiff AMF Bowling Centers, Inc., d/b/a Bowlmor AMF Centers
("Bowlmor" or "Plaintiff') and files this Original Petition, Application for Temporary
Injunction, and Request for Disclosure complaining of Defendants Metropolis, Inc., Rio
Ventures, Ltd., and Rio Clubs, LLC (collectively, "Defendants"), and in support thereof would
respectfully show the Court as follows:
I.
PARTIES
1.
Plaintiff AMF Bowling Centers, Inc., is a Virginia corporation with its principal
place of business located at 7313 Bell Creek Road, Mechanicsville, VA 23111. Bowlmor is duly
authorized to conduct business in this State.
2.
Defendant Metropolis, Inc. is a Texas corporation with its principal place of
business located at 3919 Mayfield, Houston, Texas 77088.
Defendant Metropolis, Inc. may be
PLAIN'T'IFF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION, APPLICATION

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served through its registered agents Shilpa B. Trivedi at 3919 Mayfield, Houston, Texas 77088
and Samuel Panchevre at 16 Carriage Hills, San Antonio, Texas 78257.
3.
Defendant Rio Ventures, Ltd. is a Texas limited partnership with its principal
place of business located at 1406 Peacock Haven, San Antonio, Texas 78256. Defendant Rio
Ventures, Ltd. can be served through its registered agent, John W. Wood at 6525 Washington
Avenue, Suite 400, San Antonio, Texas 78256.
4.
Defendant Rio Club, LLC is a Texas limited liability company with its principal
place of business located at 13307 San Pedro Avenue, Suite A, San Antonio, Texas 78216.
Defendant Rio Club, LLC may be served through its registered agent, John W. Wood at 6525
Washington Avenue, Suite 400, San Antonio, Texas 78256.
II.
DISCOVERY
Bowlmor intends to conduct discovery under Level 2 of Texas Rule of Civil
5.
Procedure 190.3.
III.
JURISDICTION AND VENUE
6.
This Court has jurisdiction over the subject matter of this action because the
damages and relief sought are within the Court's jurisdictional limits.
7.
Venue is mandatory in Bexar County, Texas, where the real property at issue is
located. Tex. Civ. Prac. &Rem. Code ]S.OI I S(a). Moreover, venue is proper in Bexar
County because all or a substantial part of the events occurred in Bexar County. Tex. Civ. Prac.
& Rem. Code 15.0002(a)(1).
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IV.
FACTS AND NATURE OF THE SUIT
THE PROPERTY
8.
This case arises out of Defendants' improper and illegal use of leased property
and a shared, common parking lot. Bowlmor is the landlord of a retail strip center located at
13307 San Pedro Avenue, San Antonio, Texas 78216 (the "Premises"). The Premises consists of
a one story building containing approximately 79,902 square feet of ground floor space and a
mezzanine area to the rear containing approximately 10,222 square feet. Bowlmor occupies a
portion of the Premises, operating afamily-friendly, upscale bowling and family entertainment
facility. Bowlmor leases the remaining portions of the property to a variety of reputable tenants,
including a beauty salon (Salon Beatriz), a bowling pro shop (The Strike Zone Pro Shop), an
auto repair facility (Short's Garage), and a bingo hall (Jackpot Bingo Parlor). Bowlmor also
leases a portion of the Premises to Defendants.
9.
Defendants utilize their portion of the Premises for a night club called Club Rio,
which they own and/or operate. Club Rio and Bowlmor's bowling center are adjacent to one
another and share a wall which divides the businesses. Recently, Bowlmor discovered that
Defendants divided the leased space for Club Rio into two distinct and wholly separate clubs
Club Rio and Maroc Barwithout the consent of Bowlmor. Maroc Bar is an outdoor nightclub
with a swimming pool in the middle of the space.
10.
In addition to .leasing the tenants a portion of the Premises, Bowlmor gives the
tenants, including Defendants, a revocable license to use the shared, common parking lot.
Defendants do not have leasehold rights to any portion of the parking lot.
PLAINTIFF AMF BOWLING CENTERS,INC.'S OItiGINAL PETITION,APPLICATION

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THE LANDLORD TENANT RELATIONSHIPS
A.
Original Sublease
11.
On October 1, 1989, Plaintiff entered into a sublease agreement with F. W.
Woolworth Co.(the "Original Sublease") to sublease the Premises. Bitters/Woolco Partnership,

LLP owns fee simple title to the Premises and obtained F. W. Woolworth Co. interest in the
Original Sublease (through its successor-in-interest, Woolco, Inc.) by an assignment dated
February 19, 2004.
12.
The Original Sublease was scheduled to expire on June 30, 2014. Accordingly,
Bitters/WoolCo Partnership, LLP and Plaintiff entered into a new lease for the Premises effective
July 1, 2012, set to expire on June 30, 2022 (the "Bowling Center Lease," attached and
incorporated herein as Exhibit 1).'
13.
Per the terms of the Bowling Center Lease, Bowlmor covenanted to the following,
among other things:

Use the Premises for lawful purposes only;
Not bring or permit any obscene or pornographic material on the Premises,
and to not conduct any obscene, nude, or semi-nude live performances on the
Premises; and
Not allow subtenants to bring or permit any obscene or pornographic material
on the Premises, and to not conduct any obscene, nude, or semi-nude live
performances on the Premises.
B.
Sublease between AMF and Metropolis

14.
On October 14, 2005, Plaintiff entered into athree-year sublease agreement with
"Metropolis, Inc. or assigns d/b/a Metropolis" (collectively, "Metropolis") for a portion of the
1 The Parties amended the Bowling Center Lease extending the terms for one year without materially altering the
terms of the Bowling Center Lease.
PLAINTITr AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION, APPLICATION
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Premises (the "Metropolis Sublease" attached and incorporated herein as Exhibit 2).Z
Specifically, the Metropolis Sublease provided for the lease of the premises known as 13307-A
San Pedro Avenue, San Antonio, Texas 78216, consisting of a one story building containing
approximately 13,440 square feet of space and outside fenced area containing approximately
contained "a
license
8,200 square feet (described in this petition as "Club Rio Premises"). The Metropolis Sublease
to use as and to the extent that the same presently exist ...all Common
Facilities, including all parking areas and all streets, service drives, and sidewalks ...." Ex. 2,
art. 2.
15.
Metropolis promised to use the Club Rio Premises "as a Restaurant, Bar or
Nightclub, or for any other lawful purpose approved by [AMF Bowling Centers, Inc.] in
writing." Ex. 2, art. 3. Furthermore, Metropolis promised to:
Keep the Club Rio Premises clean at its own expense and to remove all refuse
from the Club Rio Premises;
Refrain from bringing or permitting any obscene or pornographic material on
the Club Rio Premises and not conduct any obscene, nude, or semi-nude live
performances on the Club Rio Premises;
Not use, suffer, or permit to be used, the Club Rio Premises in violation of any
restrictions affecting the Club Rio Premises, including the prohibitions against
unlawful activity and obscene or pornographic material on the Club Rio
Premises or conduct any obscene, nude, or semi-nude live performances on
the Club Rio Premises; and
Not do anything or suffer or permit to be done anything in or about the Club
Rio Premises which would violate any covenants made by Plaintiff in the
Bowling Center Lease.
Ex. 2. The term of the Metropolis Sublease has been extended to May 31, 2019.
z The Parties extended the terms of the Metropolis Sublease without materially altering the terms of the Metropolis
Sublease.
PLAINTIrr AMF BOWLING CENTERS,INC.'S ORIGINAL PF,TITION, APPLiCA'CION
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C.
Sublease Between Metropolis and Rio Ventures, Ltd.

16.
On March 6, 2007, Metropolis and Rio Ventures, Ltd.("Rio Ventures") entered
into aseven-year sublease agreement for the Club Rio Premises (the "Rio Ventures Sublease,"
attached and incorporated herein as Exhibit 3).3 Upon information and belief, Defendants own
and/or operate Club Rio on the Club Rio Premises. Rio Ventures agreed to limit their use of the
Club Rio Premises to the use prescribed in the Metropolis Sublease. Ex. 3, 4. Furthermore,
Rio Ventures agreed to comply with all provisions of the Metropolis Sublease. Ex. 3, 4.4
Moreover, Rio Ventures agreed to be bound by the Metropolis Lease and to assume the same
role and perform all obligations of Metropolis in the Metropolis Lease as benefiting Plaintiff.
Specifically, Rio Ventures agreed it would not:
Create a nuisance;
Interfere with any other tenant's normal business operations or Bowlmor's
management of the building where the Premises are located;
Permit any waste; and
Use the Club Rio Premises in any way that is extrahazardous, would increase
insurance premiums, or would void insurance on the building where the
Premises are located.
Ex. 3, 7. The term of the Rio Ventures Sublease has been extended to May 31, 2019.
3 The Parties extended the terms of the Rio Ventures Sublease without materially altering the terms of the Rio
Ventures Sublease.
4 Because Rio Ventures assumed the obligations contained in the Metropolis Sublease, Rio Ventures is liable to
Plaintiff for breach of covenants contained therein. Amco Trust, Inc. v. Naylor, 317 S.W.2d 47, 50 (Tex. 1958);
Mangos v. Willoughby, 505 S.W.2d 379, 384 (Tex. Civ. App.San Antonio 1974, writ refd n.r.e.); Jones v. EI
Paso Natural Cas P~odzicts Co., 391 S.W.2d 748, 754 (Tex. Civ. App.Austin 1965, writ refd n.r.e.).
Furthermore, "a third party may enforce a contract it did not sign when the parties to the contract entered the
agreement with the clear and express intention of directly benefiting the third party." wives v. Barnes, 340 S.W.3d
419. Here, the Rio Ventures Sublease was expressly intended to directly benefit Plaintiff; thus, Plaintiff can also
enforce the Rio Ventures Sublease against Rio Ventures.
PLAINTIFF AMF BOWLING CENTERS,INC.'S ORIGINAL P~TITION~ APPLICATION
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FACTS CONCERNING DEFENDANTS'BREACHES OF THE SUBLEASES
A.
Unlawful Purpose/Illegal Acts

17.
Defendants agreed to use the Club Rio Premises as a restaurant, bar, or nightclub
or any other lawful purpose approved by Bowlmor in writing. Instead, the Club Rio Premises
have become asafe-haven for pervasive underage drinking, illegal drug use, public sexual
activity, violence, armed robbery, and theft. Defendants regularly serve and/or allow minors to
consume alcoholic beverages both inside Club Rio's doors and in the shared common parking
lot, in violation of the laws relating to drinking age limits and open containers, and in violation
of the Metropolis Lease and Rio Ventures Lease. Even more, Defendants' patrons regularly use
illicit drugs openly in Club Rio and in the shared parking lot, assault one another in the parking
lot and within the Club Rio, commit theft (ranging from theft of purses to cars to violent
robberies at knife-point) in the parking lot and within Club Rio, carry concealed weapons in the
parking lot and within Club Rio, and engage in public sexual activities in the parking lot. Each of
these unruly behaviors violates state law as well as city code, thereby violating all lease
covenants concerning illegal activity. See Exs. 1, 2, & 3. Accordingly, the Club Rio Premises
create a dangerous condition that attracts criminal misconduct and makes such conduct an
unreasonable and foreseeable risk of harm to all the tenants' invitees.
18.
Further problematic, upon information and belief, Maroc Bar is operating without
a Certificate of Occupancy and without a license to distribute and sell alcohol. Pursuant to
various codes and regulations, all businesses are required to have a Certificate of Occupancy to
conduct business within the City of San Antonio. This requirement is mandatory in order to
maintain code compliance and safety. Likewise, the Texas Alcoholic Beverage Code requires
that clubs, such as Maroc Bar, must obtain proper licenses before they can sell alcohol to the
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public. Maroc Bar's failure to maintain a liquor license violates city ordinance and sections
11.39(b)(3) and 61.05 of the Texas Alcoholic Beverage Code. Maroc Bar's failure to obtain
and/or maintain a Certificate of Occupancy and the appropriate TABC licenses is a violation of
numerous codes and regulations and thereby violates the lease covenants concerning illegal
activity addressed in all the lease agreements governing the Premises. See Exs. 1, 2,& 3.
19.
Defendants have also violated Section 15-190 of Article VIII of the San Antonio
Municipal Code, which requires an operator of a semipublic swimming pool to have a license for
the pool, by failing to maintain a requisite license. Upon information and belief, Defendants
have not obtained the required license. In addition to not possessing and maintaining a license
for the semipublic swimming pool, Defendants operate the swimming pool in a dangerous,
unhygienic and unsafe manner contrary to public health and safety, in violation of the subleases
and in violation of several municipal and state statutes, including San Antonio Code of
Ordinances, Chapter 15, Article VIII, Sec 15-187 [Responsible for knowledge of all rules], 1S188 [Compliance with ADA], 15-194 [Intoxication; communicable disease], 15-197 [Safety
equipment], and Texas Administrative Code, Title 25, Part I, Chapter 265, Subchapter L, Rule
265.202 [Food, Beverages, and Containers at Post-10/01/99 and Pre-10/01/99 Pools and Spas].
Accordingly, Defendants are engaging in unlawful activity by operating the semipublic pool in
Maroc Bar.
20.
In addition, Defendants knowingly permit its patrons to leave the Club Rio
Premises with liquor purchased at the premises in violation of several Texas statutes including
Tex. Alcoholic Beverage Code Ann. 28.10["A mixed beverage permittee may not perrriit any
person to take any alcoholic beverage purchased on the licensed premises from the premises
where sold"] and facilitate public intoxication within and outside the shared parking lot in
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violation of Texas public intoxication and safety laws including Tex. Penal Code Ann. 49.031,
49.02, 49.04, and Tex. Alcoholic Beverage Code 101.75
B.
Obscene/Pornographic Behavior
21.
Additionally, Defendants encourage and/or permit lewd, obscene, and
pornographic behavior inside Club Rio and outside in the parking lot. Specifically, Defendants
encourage female patrons to dress in scantily clad attire by hosting underwear parties and foam
parties. The parking lot is a literal breeding ground for Club Rio patrons which engage in lewd
behavior. Tenants on the Premises have found used condoms in the parking lot while some have
been solicited by prostitutes. Defendants regularly have go-go dancers performing in next to no
clothing. Additionally, Defendants allow the pool to be used and have in fact recorded videos of
females in skimpy, two-piece bathing suits fondling one another which is used as promotional
material. Defendants also advertise for "Rio Run Saturdays" with "selfies" of females, some not
wearing tops. Such conduct violates the prohibition against obscene, lewd, semi-nude activities
and pornographic material, and constitutes a breach of the lease covenants. See Exs. 1 & 2.
C.
Trash
22.
Defendants have further failed to maintain the Club Rio Premises in accordance
with the Metropolis Sublease and the Rio Ventures Sublease regarding the cleanliness of the
Premises. Defendants' patrons regularly trash the shared parking lot, and Defendants wholly fail
to even attempt to clean up any of the mess. After the weekend, or a weeknight in which Club
Rio operates, the parking lot and sidewalks are littered with broken glass, beer, wine, and liquor
bottles, beer cans, condoms, clothing, and cigarette buds.
Bowimor is left to clean up
Defendants' constant mess since Defendants refuse to clean their patrons' mess. Defendants'
littering is a violation of law and a breach of the lease covenants.
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D.
Parking Lot
23.
As explained, Defendants were given a mere license to use the common, shared
parking lot, not an exclusive or a shared leasehold interest. Nonetheless, Defendants monopolize
the parking lot and block off spaces each week for their "valet services" for their patrons.
Defendants even charge for the valet service and profit from their wrongful control of the
parking lot. As a result of Defendants' weekly barricade of street cones in the parking spaces,
patrons of Bowlmor and other tenants are prevented from accessing their facilities. Defendants'
selling of parking spaces constitutes an illegal assignment of the mere license to limited use of
the parking lot. Bowlmor demanded Defendants cease and desist this parking valet service, yet
Defendants continue to breach the terms of the license and lease agreement and block spaces for
their own, improper valet service. Defendants' wrongful control of the parking lot and who
parks where is a breach of the revocable license and is also a wrongful breach of lease covenants.
E.
Pool
24.
Upon information and belief, Defendants allow patrons to use the pool. As stated,
promotional videos show patrons in the pool in little clothing with alcoholic drinks and without
an on-duty lifeguard. Naturally, the pool becomes a cesspool of alcohol, sweat; and other bodily
fluids. Without permission from Bowlmor, Defendants drains the pool directly in the parking
lot, flooding the parking lot with- the stench of chlorine and other chemicals. Such actions
constitute violations of the lease covenants and it creates a public nuisance.
F.
Signage
25.
The parties to the Metropolis Lease negotiated and agreed that the tenant would
not place any signage "or other thing of any kind" on the property without the prior written
consent of the landlord (i.e., Plaintiff. Defendants have violated the Metropolis Lease and the
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Rio Ventures Sublease by placing signage and other items on the Club Rio Premises without
Plaintiff's prior written consent.
Defendants' signage and other items are a direct breach of the
lease covenants.
V.
COUNT I -SUIT FOR DECLARATORY RELIEF BREACH OF CONTRACT
26.
Bowlmor incorporates the factual allegations set forth in this petition as if set
forth fully here. Defendants' wrongful and illegal conduct constitutes a breach of the Metropolis
Sublease and the Rio Venture Sublease, valid and enforceable contracts.
All conditions
precedent have been met. Bowlmor has performed, tendered performance, or has been excused
from performing its contractual obligations as a result of the actions of Defendants. Defendants
conduct continues to breach the subleases. Therefore, Bowlmor is entitled to judgment from this
Court declaring that Defendants are in breach of the Metropolis Sublease and the Rio Ventures
Sublease.
VI.
COUNT II -SUIT FOR DECLARATORY RELIEF
REVOCATION OF PARKING LOT LICENSE
27.
forth fully here. Defendants' wrongful and illegal conduct concerning selling parking lot spaces,
minimizing and denying other tenants and their customers the right to use the parking lot or
parking spaces near their businesses constitutes a breach of Defendants' revocable license to use
the parking lot and a breach of the Metropolis Sublease and the Rio Venture Sublease. All
conditions precedent have been met. Bowlmor has performed, tendered performance, or has
been excused from performing its contractual obligations as a result of the actions of Defendants.
Defendants conduct continues to breach the subleases. Therefore, Bowlmor is entitled to
PLAINTIFF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION,APPLICATION

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judgment from this Court declaring that Defendants' license to use the parking lot has been
revoked and Defendants are in breach of the Metropolis Sublease and the Rio Ventures Sublease.
VII.
COUNT III - CLAIMS FOR PUBLIC NUISANCE AND PRIVATE NUISANCE
28.
forth fully here. Defendants' operation of Club Rio is a nuisance. A public nuisance is a
condition that amounts to an unreasonable interference with a right common to the general
public. See Irr re Premcor Ref. Group, Inc., 233 S.W.3d 904, 907(Tex. App. Beaumont 2007,
no pet.), subsequent mandamus proceeding, 262 S.W.3d 475 (Tex. App.Beaumont 2008). A
private nuisance is "a nontrespassory invasion of another's interest in the private use or
enjoyment of land." Lethu, Inc. v. City of Houston, 23 S.W.3d 482, 489 (Tex. App.Houston
[1st Dist.] 2000, pet. denied). Whether a nuisance is public or private, "it may be inflicted by
conduct which is intended to cause harm, by that which is merely negligent, or by that which
involves an unusual hazard or risk." City of Tyler v. Likes, 962 S.W.2d 489, 504 (Tex.1997)
(quoting William L. Prosser, Nuisance Without Fault, 20 Tex. L. Rev. 399, 416 (1942)).
29.
Defendants' use of the Club Rio premises has created a public and private
nuisance that interferes with the public's use and enjoyment of the land and Bowlmor's use and
enjoyment of the land. Specifically, Bowlmor business has been irreparably damaged due to the
manner in which Defendants' control (or fail to control) and operate their business on the leased
premises. Bowlmor's patrons are deterred from coming to its facilities due to Defendants'
conduct and patrons (e.g., Club Rio and/or Maroc Bar's underage drunk patrons, gang member
patrons, violent patrons, drunken patrons, drugged patrons, violent and criminal activities, lewd
patrons and employees, patrons/employees in minimal clothing, etc.). Moreover, members of the
public including Bowlmor's patrons are stripped of their ability to park near the facility because
PLAINTIFF AMF BOWLING CGNTGRS~ INC.'S ORIGINAL PETITION, APPLICATION
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Defendants regularly and improperly block off portions of the parking lot and charge patrons to
valet to park, contrary to the mere license extended to Defendants. Furthermore, Bowlmor and
members of the public suffer from excessive noise and accompanying vibration from Club Rio as
well as Maroc Bar(which has no roof to even attempt to create a sound buffer) which completely
and wrongfully deprives Bowlmor, Bowlmor's patrons, and other tenants' invitees from
peacefully enjoying and using the premises. Finally, Defendants also improperly and frequently
drain the pool directly into the parking (ot, resulting in excessive chlorine and chemical odors
interfering with Bowlmor and other tenants' enjoyment of the Premises. Such noise and odors
are unreasonable to a person of ordinary sensibility.
30
The manner in which Defendants operate their facility has created and continues
to create a dangerous, violent condition that attracts criminal misconduct and makes such
conduct an unreasonable and foreseeable risk of harm to all the tenants' invitees.
VIII.
COUNT IV - APPLICATION FOR TEMPORARY INJUNCTION
31.
forth fully here. Bowlmor's application for a temporary restraining order is authorized and
commanded by section 65.001, et. seq. of the Texas Civil Practice and Remedies Code 65.001,
which describes the grounds for injunction generally and under the equity principles of the State
of Texas.
32.
Bowlmor is entitled to a writ of injunction under the principles of equity and the
laws of Texas relating to injunctions. See Tex. Civ. Prac. &Rem. Code 65.011(3); See Butnaru
v. Ford Motor Co., 84 S.W.3d 198, 210 (Tex. 2002). Bowlmor is further entitled to injunctive
relief because irreparable injury to real or personal property is threatened, irrespective of any
remedy at law. See Tex. Civ. Prac. &Rem. Code 65.01 1(5). Defendants are improperly
PLAtNTITP' AMF BOWLING CGNTERS~ INC.'S ORIGINAL PETITION, APPLICATION
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running a valet service and monopolizing parking spaces in the common, shared parking lot,
preventing Bowlmor's patrons from accessing Bowlmor's facility. Moreover, Defendants are
operating Maroc Bar and serving alcohol without a separate certificate of occupancy or license to
sell alcohol, in violation of state law. Defendants are also operating a swimming pool in
violation of the city code and draining the pool into the shared parking lot, creating a nuisance.
Additionally, Defendants are improperly allowing lewd, obscene and/or pornographic activities
and material on the Premises and in fact promoting with such lewd, obscene and/or pornographic
activities and material. Furthermore, the laissez faire, anything-goes style in which Defendants
maintain, manager, and operate the Club Rio Premises creates a danger zone where violence,
sex, underage drinking, public intoxication, and excessive littering (which Bowlmor is left to
clean up) run rampant. The result is a public and private nuisance to all tenants, including
Bowlmor, and the public.
33.
Such conduct is going and imminent, and will continue unless and until restrained
by this Court.
34.
Such conduct has caused, and will continue to cause, irreparable harm to
Bowlmor's business, including loss of business and loss of good will.

35.
Bowlmor has no other adequate remedy at law to compensate it for al] losses
sustained by Defendants' wrongful conduct. In addition to the temporary injunction, Bowlmor

seeks a permanent injunction, and thus, permanent relief is sought. See Butnaru 84 S.W.3d at
204; Walling v. Metcalfe, 863 S.W.2d 56, 57(Tex. 1993); Jordan v. Rash, 745 S.W.2d 549, 554SS (Tex. App.Waco 1998, no pet.) Bowlmor is likely to succeed on the merits of the claim for
permanent injunction. See DeSantis v. Wackenhut Corp., 793 S.WW.2d 670, 686 (Tex. 1990);
Southwestern Bell Tel. Co. v. Public Util. Comm'n, 571 S.W.2d 503, 506 (Tex. 1978). It is not
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necessary for Bowlmor to prove it will ultimately prevail, merely that success is likely. Walling,
863 S.W.2d at 58. Bowlmor is willing to post bond.
36.
Accordingly, Bowlmor requests a temporary injunction to prevent further
unlawful activity in the near term and to maintain the status c~uo. Bowlmor further requests an
injunction during the pendency of this lawsuit. Specifically, Bowlmor requests that Defendants
be enjoined from (a) operating a valet service and blocking parking spaces,(b) operating Maroc
Bar, (c) operating a swimming pool and draining it in the shared parking lot, (d) allowing
obscene and/or pornographic material and activities on the Club Rio Premises,(e) allowing the
violence, pervasive sex, underage drinking, illegal drug activity, criminal activities, public
intoxication, and any littering on the Club Rio Premises, and (~ permitting loud music to be
emitted from the Club Rio Premises.
IX.
REQUEST FOR PERMANENT INJUNCTION
37.
Bowlmor asks the Court to set its request for a permanent injunction for a full trial
on the merits, and after the trial, issue a permanent injunction against Defendants.
X.
ATTORNEYS'FEES
38.
Bowlmor is entitled to recover reasonable and necessary attorneys' fees that are
equitable and just under Texas Civil Practice &Remedies Code 37.009 because this is a suit
for declaratory relief. Tex. Civ. Prac. &Rem. Code 37.009. Also, Bowlmor is entitled to
recover reasonable and necessary attorneys' fees under Texas Civil Practice &Remedies Code
38.001 and the lease agreements at issue.
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XI.
REQUEST FOR DISCLOSURE
39.
Pursuant to Texas Rule of Civil Procedure 194, Defendants are requested to
disclose, within fifty (50)days of service of citation and this Original Petition and Request for
Disclosure, the information or material described in Rule 194.2.
XII.
PRAYER
40.
WHEREFORE, premises considered, Plaintiff AMF Bowling Centers, Inc.,
requests that Defendants be cited to appear and answer herein, and that on final trial, Plaintiff
have
a. Judgment declaring that Defendants breached the covenants and obligations
contained in the Metropolis Sublease and the Rio Ventures Sublease, and Defendants'
license to use any portion of the parking lot has been revoked;
b. Costs of suit;
c. Reasonable and necessary attorney's fees;
d. Economic damages;
e. A temporary injunction be issued, after notice to Defendants and an evidentiary
hearing, enjoining Defendants from further breaching the lease covenants;
f. A permanent injunction enjoining Defendants from further breaching the lease
covenants;
g. Any other relief, legal and equitable, general or special, to which Plaintiff may be
justly or equitable entitled.
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Respectfully submitted,
WILSON,ELSER,MOSKOWITZ,
EDELMAN &DICKER LLP
/s/Lee L. Cameron Jr.

LEE L. CAMERON,JR.
Texas Bar No. 03675380

Lee.Cameron(a~wilsonelser.com
LEONARD E. HOFFMAN,III.

Leonard.Haffman(a~wilsonelser.com
KRTSTTNA M.OROPEZA

Kristina.Oropeza(a~wilsonelser.com
TYLER D.LEVY

Tv1er.Levy~a~wilsonelser.com
Bank of America Plaza
901 Main Street, Suite 4800
Dallas, Texas 75202
(214)698-8000
(214)698-1 101 (Facsimile)
ATTORNEYS FOR PLAINTIFF AMF
BOWLING CENTERS,INC.
PLAINTIFF AMF BOVVLING CCNTGRS,INC.'S ORIGINAL Pc~rrrioN, APPLICATION

FOR TF,MPORARY INJUNCTION, AND REQUEST P'OR DISCLOSURE Page 17
1875932v.4
BOWLING CENTER LEASE

.
1`MIS LEASE, dated as~of February 28, 2012, to be effective as of July 1, 2Q12, is
ion
made by and between AMF BC7WUNG CEN7ER5, 1NC., ~ Virginia corporat
23111,
V'~rginia
sville,
("Tenant"), having an address at 7313 Bell Creak Road, Mechanic
. -~tq:-F~~al-state--b~partrz~eat,.-.anti--B~T1'ERSAAtC7.01,.C:_Q..F'~RINERS}~l.P_*-LLL',-~I~xa~ _
registered limited liability partnership ("Landlord"), hiving an address at 755 East
Mulberry, Suite 204, San Antonio, Texas 7812.
RECITALS
F. W. Woolworth Co., a New York corporation("Woolworth") and Tenant
A.
are the original parties to that certain Sublease dated October 1, 1989 (uSubie~se")
pursuant to wnich Tenant currently leases the premises ~("Premises"~ known as 133A7
San Pedro Avenue, San Antonio, Texas '78~1~ and consisting of a one story building
ne
containing approximately 79,902 square feet of ground floor space plus a mezzani
rly
area to the rear'containing approximately '10,222 square feet, as mare particula
shown on the drawing aft~ched as Exhibit A herefia end made a part hereof.
Landlord awns fey simple title to fh~ Premises and obtained Woolworth's
B.
int~r~st in the .Sublease (through its 'successor-in-interest, Woalca inc.) by an
. assignment dated February 19, 2004,
The Sublease is currently scheduled to expire on June 30, 2014, and
C.
Landlord and Tenant have agreed to enter Into a new lease for the Premises that will
expire on June gyp, 2022 (subject to the renewal option described herein).
AGREEMENT
.NOW, THEREFORE, in consideration of tt~e mutual covenants and premises
herein contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
Premises. Landlord hereby demises and leases tp Tenant, and Tenant
1.
hereby leases from Landlord, the Premises, which term "Premises"shall inGluds the
land known as l.ot' 26, Black 1, N.C.Q. 12059 (5.3090 aces)("Land"); the buildings
and other im~ravements (including, without limitation, the attachments and ether affixed
property) located thereon (collectively, the "improvements"); the easements, rights and
appurtenances relating to the land, including, without limitation, the right to use, in
common with the owner and tenant(sj thereof, as and to the extent the same now or
hereafter exist, all parking areas,'drive aisles and sidewalks on the adjacent land known
as Lot 6Q, N.C.Q. 12459 (2.216 acres) pursuant to that certain Reciprocal Access and
Parking Easern~nt between Landlord and MJ I Properties, LP dated April 1 Q, 2Qp0 (the
"Reciprocal Access/Parking Easement").
Page 1 of 20
2.
Quiet ~n'o ment,
Tenant may use #h'~ Premises for operation of a bowling center and
(a)
for any other lawful purpose, subjEC# to the limitations in Paragraph 2(b) below.
Landiard covenants that it has indefeasible fey simple title to the Premises and the right
_. _......_....-to-t~as~ -thre-~'r~rrrisesta-~en~nt-with~oat-#he-eonset~e#--a~-~~I~--be~t~~~~i~e~:..
Subject to the performance of the nbligatians imposed on'Tenant her~urider, Tenant
shall have; quietly hold and enjoy the Premises, free from hindrance or mc~lestatian by
Landlord;. during .the'Term (as defined below).
Tenant agrees that the value of the Premises and the reputation of
(b)
Landlord will be seriously injured if the Premises are used for obscene or pornographic
will
purposes or any sort of commercial sex e~tabiishment. Tenant agrees that Tenant
not
shill
and
,
Premises
the
on
material
phic
not bring or permit any obscene or pornogra
,
Rremises
the
an
nces
performa
permit ar conduct any obscene,,nude, or semi-nude live
nAr permit the use of the Pr~misss far nude modeling, yap sessions, or as a so-called
rubber goods shop or as a sex club of any sort or as a "massage parlor". Tenant
agrees further .that Tenant will not permit any of these usas ~ by any sublessee or
assignee of the Premiss. This Paragraph 2(b) shall directly bind .any successors in
interest to Tenant. Tenant agrees that if at any time Tenant violates any of the
provisi6ns of this Paragraph 2(b), such violation shall , be deemed a breach of a
substantial obligation of the terms of this Lease and otajectionable conduct.
"Pornographic matariaf" is defined far purposes of this Paragraph 2(b) as any written
ar picta~ial matter with prurien# appeal or any objects or instruments that are primarily
concerned with Lewd or prurient sexual activity.
3.
Term.
{a) Thy Premises are leased for a primary term (the "Primary Term")
commencing on July 1, 2012.(the "Commencement Date") and expiring at 71:59 p.m.
on June 30, 2Q22, and, at Tenant's option, for one consecutive additional term of 5
years (the "Extended Term") (the Primary T~Rn and the Extended Term, if exercised,
being referred to herein as the"Term"). Tenant shall. have the right to extend this lease
at fhe end of the Primary Term,by~ giving notice to ~andtard at least one hundred eighty
(180) days prior to the scheduled sxpiratidn of the Primary Term. If Tenant fails to give
notice, the Term will expire at'the end of khe Primary Term.
l.andlo~d and Tenant acknowlscig~ and agree that the Sublease

{b)
shall remain in fu(I farce and effect, in accordance with its terms, until the
Camm~ncement Date, at which time the Sublease shall terminate and be o~ no further
force ar effect. Rent shall be payable at the rite specked in the Subieas~ until the
Commencement Date, at~which time Genf shall be payable in accordance with the teRns
of this Lase. Tenant acknnwiedges that it will have been in occupancy of the Premises
prior to the Cnmmencement~D~te under the Sublease and sha!! accept the Premises on
the Camm~ncement Date in its Then-current state, without any warranty from ~andiard
relating thsr~to.
332028_1
Page 2 of 20
.~
4.
Rent. Duric~g the Term, Tenant shalt pay to Landlord, at the address set
. forth above, ~nnua)fixed renfi("Fixed Rent"}far the premises as set forth on Exhibit B.
attached h~r~ta and incnrparated herein by this reference.
5.
Tars and Compliance.
Except as othenNise provided in this Lease, Tenant shall pay: (i)

(a)
any increase in 'real estate taxes ~r assessments assessed against the Premises during
the Term due to any alterations, additions ar changes made by Tenant he~eundsr, (ii)
any tax assessed against the Fixed Rent or any existing or future excise, sales, use,
transaction ar privilege taxes, or similar taxes however Hamad, which may gave been ar
may be levied, whether against Landlord or Tenant, by any government or
govemmentat agency upon Tenant's occupancy of the Premises or the privileges of
Tenant to conduct business in ,the Premises, and (iii) any charges for utilities (including
public sewer and water charges or rents), communications and similar services serving
the Premises (clauses (i), (ii) and (iii) are r~fsrred to collectively as the "ImposiEions").
Landlord sh~l( arrange to have bills far the {mpositions delivered directly from the ,
applicable provider/taxing authority to Tenant, car, in the.alternative, Land{ord covenants
and agrees to deliver bills for the Impositions to Tenant at least thirty (30') days before
the bill or bills are due. Tenant shall not be required to pay any estate, succession, net
income, transfer or state or federal income ar excess profits taxaf Landlord.
In addition to the Impositions, Tenant shall be responsible during
(b)
the Term for reimbursing Landlord for '(some ar all aft the real estate taxes and
assessments imposed against the Premises daring each Tax Year (each, an uAnnual
Tax Amount") in excess of $32,7g0.00 (the "Base Tax AmaunY'), based on the
fallowing formula; if the Annual Tax Amount exceeds the Base Tax Amount (such
excess amount, if any, being referred to herein as the "excess Amount"), then Tenant
sha(I be obligated to pay Landlord the lesser of (i) the Excess Amount or (it) $3~,004.OQ.
If the Annual Tax ~Amaunt is less than the Base Tax Amount, then Tenant shall not be
responsible for.. payment of any reimbursement hereunder for such Tax Year. For the
first year of the Term, Tenant's reimbursement obligation h~r~under shag include the
period from January 1, 2012 to the Commencement Date, with Land{~rd covenanting
that Tenant.shall not be required to make any payment under the Sublease prior to its
expiration for such tirria period. Tenant's reimbursement obligation hereunder for the
last year (full or partialy of the Term shat{ be calculated based an the number of days
during the ap~iirable Tax Year that this Lease was fn full force and effect, Tenant shall.
pay l.andiord any amoctnts,owed pursuant to this Paragraph 5(b) within thirty (3d) days
of'L.andlord's delivery to Tenant of an invoice detailing the Annual Tax Amount and the
amount for which Tenant is responsible in accordance herewith. landlord shall be
solely responsible for ensuring that all Annual Tax Amounts a're 'laid to the taxing
authority when due, regardless of whether Tenant has timely made the r~irnbursement
payment called for herein. For purposes hereof, the term"lax Yeah' shall- mean the
applicab{e taxing year {calendar or fiscal) adopted by the locatity in which the Premises
is located,
332026 1
Page 3of 20 ,
~~
(c~~ After the Commencement D2~te,.Tenant shal{ cause its opera#ions

s ari the
an the Premises to comply with laws applicable to the operation of its busines
Premises (collectively, "legal Requirements").
6.
Maintenance and.Repair,
(a) .Except as ~a~herwise provided in ~'aragraph 6(b) be{ow, Tenant, at

s;
its expense, shall keep end maintain (but not replace) all eiement5 of the Premise
y
wear
ordinar
repair,
good
.in
system,
including the heating plant and the air conditioning
and tear and damages by Casualty (as defined below) excepted. At the end of the
n
Term, Tenant~will return the Premises to Landlord broom clean, ire the same conditio
and
as if was delivered at the beginning of the Primary Term, reasanab(e wear and tear
damage by Casualty excepted.
(b) Nofinrithstanding the foregoing ~in Paragraph 8(a) to the contrary and
defined
except for items to be r~pair~d/refurbished as part of the Renovations (as
al or
structur
below), Landlord covenants and agrees to make and pay for (i) all repairs,
repairs to
said
fimitin~
not
but
g
,
inc{udin
athenrvise, to the exterior of the Improvements
to the
repairs
all
(ii)
end
alleys,
the exterior wags, roof, streets, curbs, sidewalks and
not
are
which
and
interior of said Improvements which may be'of a structural nature
with
nts),
made.necessary by any unusual use of the Premises by Tenant(nr its subtena
s,
Landlord hereby acknowledging that bowling use is not an unusual use of the Premise
~rnade
ements
Improv
the
of
the
interior
to
and (iii) all repairs, strucfura! or otherwise,
and steam
necessary by acts of Gad ,and ,the elements and le~kag~ or flowing of water
ed
into'the Improvements. Landlord agrees to take appropriate action when sa request
g
by Tenant in writing fiv perform tYe aforesaid repairs or replacements. Notwithstandin
tram
g
resultin
repairs
exterior
or
the above, Tenant agrees to rrtake and pay for interior
alterations ar improvements made to the Premises by Tenant.
In the event that landlord fails, ~ft~r notice, to make repairs under
~ (c)
Paragraph 2(b) above which repair costs in the aggregate exceed $54,OOO.QO, Tenant
may promptly proc~~d to cure such faiEure ar defau{t for and on behalf of Landlord,
provided that Tenant shall end hereby does indemnify,and save Landlord harmless tram
and ~ against any and al! loss, cast, liability and expense, including but not limited to
reasonable legal fees, incurred' by Land(vrd as a result of any and, aA claims and
demands of other parties arising out of the curing. of such failure or default by Tenant.
to
Landlord further agrees that Tenant, if it cures such failure or default, shall be entitled
of
cost
the
to
ing
withhold
such
g
app}yin
withhold Fixed Rent payable under phis Lease,
to
curing such ~f~ilure or default until such cast is fully reimbursed. Tenant shall furnish
y
prarnptf
default
ar
Landlord appropriate evidence of Tenant's costs to cwre such failure
thereafter to justify Tenant's withholding of Fixed Rent hereunder.
landlord. hereby covenants and agrees to be resppnsible for any
(d}
sums awing under the Reciprocal Access/Parking Easement, or any other access,
parcing or sign easement of record.against the Lind.
3320261
Page 4 of 2Q
liens. Tenant shall promptly remove and discharge any lien, security
7.
interest or encumbrance (caliectiveiy, uLiens") upon the P~emis~s or the Fixed Rent
which arises during the Term by reason of any act ar omission of Tenant, including
Liens which arise out of any construction or repairs undertaken by Tenant or materials
famished to Tenant for 'the Premises, but excluding any Lien created by or through
-. .. _ ._..---ka~~lerd-~~-a~d{eFd-'fr~~~e~#s-;~e~~eser~ta#+v~s; -cofltra~ars-~=~pba~~~~-~-a~~.~be~. .
party claiming by o~~through Landlord (co{lectively "~.andtord's Agents"). If Tenant fails
to remove any Lien within ten (10) days after notice from Landlord thereaf, 'then
,Landlord may pay the amount of such lien or discharge the same by bond or deposit
and the amount so paid or deposited, together with interest at the rate of ten perr,~nt
(10%) per annum, shall be deemed additional rent due hereunder and payable on the
date when the nex# installment of fixed Rent shall become due.
Permitted Contes#s. Tenant shall have the right to contest the amount or
8.
validity of any impositions, Liens ar encraachrnents as long as the contest is conducted
in good faith with due diligence and shall aperate to prevent the coNection of such
matter and the sale or loss of the Premises ar any portion thereof(a "ForFeiture") and
which shall not affect the payment of any Fixed Rent. A contest shill not subject
Landlord or any assignee of its interests in the Premises or Ehis Lease to the risk of any
liability.
9.
Indemrification.
(a) Tenant sha(I indemnify and save harmless E.andlord and any
assignee of any of Landlord`s interest in the Premiss or this Lease (cafle~~ively,
"lndemnif~ed Parties") .from and against ail liabilities, damages, expenses
(including reasonable attorneys` foes and expenses}~ causes of action or
judgments (collectively, "indemnity Losses"y of any nature (i) to wh(ch an
Indemnified Party is subject because of Tenant's use and occupancy of the
t'remises or (ii) arising from injury to or death of any person, or damage to or loss
of praperiy~ on the Premises dui to Yenant's use of the F'~emises and any act or
omission of 'Cenant or its agents, contractors, licensees ar invitees or any other
party claiming by or through Tenant {caller#iv~ly, "Tenant's Agents") which
consfJtutes a violation of this Lease. Tenant shat! not be required to indemnl~y
any Indemnified Party where ~n indemnity Loss results from the cats or
omissions of the Indemnified P~rEy~or any other Landlord's Ag~n~
Landlord ~hafl indemn"riy and save harmless Tenant and
(b)
Tenant's Agents from and against any and alt Indemnity losses, whether for
injuries to persons or loss of life or damage to property, arising out of acts or
omissions of i,andlord or any of Landlord's Agents.
10.
Insurance.
(a}' Tenant shall maintain at aU times during the Term at its sale
expense (i) casualty insurance on the Tenant's Personal Property against loss by so-
332p26_t
Page 5 of 2Q
calved "ali risk" insurance in an amount nat less than the replacement cost of Tenant's
Personal Property; (ii) commercial general liability insurance (Liability Insurance")
against claims for bodily injury including 'personal injury, death or praperfy damage
occurring on the Premises and ~ Tenant's contr~ctu~l liability under this Lease, in the
amount of not less than $2,Og0,000 per ~acurrence (and $S,OOp,QOQ in umbrella~
.-~ccroerage-peraccarr~n~~or-ire-saw etf~eF-~t~et~ts-as~-~e-#~ie~t~-~~sto~agF~ adwsa~l
far property similar in use to thc~ Premises, Such ~.iabifity Insurance $hall be wrikten
under Tenant's standard insurance prograrri aid shall include automobi{~ liability
coverage in a minimum amount df $1,00,000.00 per occurrence ar~d liquor liability
coverage in a minimum amount of $500,000.00 per occurrence; and (iii) worker's
compensation insurance to the e~ctent required by applicable law and to the extant
necessary toprotect Tenant, k.and(ard and the Premises against warke~'s.compensation
claims, in a minimum amount of $1,000,00.00. Such insurance shall be written by
l
licensed insurers, and the ~iabiiity Insurance shall name Landlord as an additiona
insured thereunder.
(b} Provided that the non-disturbance rights specified in Paragraph 20
below have been granted, the Liability lnsu~ance shall bear a mortgage endorsement in
favor cif the mortgagee under each mortgage encumbering the interest of l.andlard in
to
the Premises and shall provide that it will not be canceled except after 30 days' notice
Tenant
ed
by
maintain
Landlord and such mortgagee. Atl policies required to be
hereunder may be done as blanket policies covering a#her Tenant locations. Tenant
steal! deliver to Landlord nn request evidence of the insurance r~quirs~ to be maintained
by "f'enant hereunder. .
(c) Landlord shall maintain at all times during the Term at its sole
expense casualty insurance vn the Improvements and the Land against loss by soGalled "all risk" insurance in an amount .not less thin the replacement cast of the
improvements. landlord shall also maintain at all times during the Term at its sale
expense any insurance coverages required to be maintained on the~Premises by the
terms of the Reciprocal Access/Parking Easement or any other dec(aratipn of covenants
ar easement recorded against the Premises,
(d) Anything in this Lease to the contrary notwithstanding, Landlord
hereby releases and waives unto Tenant, Tenant's Agents and Tenant's successors
and assigns, and Tenon# hereby releases and waives unto landlord, Landlord's Agents
and Landlord's successors and assigns, all rights {if any) to claim damages for any
injury, loss, cast or damage to persons or to the Premises, Tenant's Personal Property
Qr any other casualty, as long as the amount Hof such injury, loss, cast ar damage (i) has
been paid either to Landlord, Tenant, or any other person, firm or corpOr~tian, under the
terms of any property, cornmerci~l general liability ar ath~r policy of insurance, or (ii)
would have been paid to such party had such party maintained the insurance required
by this Lease or othen~vise required by applicable law, to the extent such rel~as~s or
waivers are permitted Lander applicable law. As respects all policies of insurance carried
or maintained pursuant to this lease and to the extent permitted under such policies,
Tenant and ~.andlard each waive the insurance carriers' rights of subrogation.
332026_7
Page 6 of 20
'`
11.
;~
Aiterations Trade ~'ixkures.
(~) ~ Prior to December 31, 2012 but subject to any Farce Majeur~
Denys {as defined below), Tenant shall undertake, at its'sole expense, certain repairs,
renovattions and replacements in and to the Premises (caliectively, the "Renovations"),
~it~h~r.
~
-~~:;-tY7er~p~ftie~a~I~t-des~rabed-in.E-~ef~+~--E-.attar i ~~to-aid-~ir~ca
d to
submitte
be
this reference. Plans far any interior, structural Renov2~tians shall
~or
d
Landlord far prior approval, such approval (i) not to be unreasonably withhel
delayed: and (ii) 'to be deemed given where landlord fails to notify Tenant of its
Days
disapproval (together with the specific reasons far same) within five (6) Business
an
ures
expendit
total
after Tenant's submission of such plans. Tenant estimates that its
be
not
shall
prgvidsd, hawever, that Tenant
the Renovations will exceed
lower
cost
in default of this Lease should Tenant coFnplete all of the Ren4vatians "at a
Tenan# shall provide to Landlord an request (x} copies of invoices
than
and other documentation verifying its expenditures on the Renovations (hard and soft
casts} and (y) lien waivers from contractors performing such Renavatians. Tenant shall
not be in default of this Lease rf al! of the R~novatians have nat been completed prior to
to
December 31, 2p12 provided that Tenant is using commeroia{ly reasanable efforts
complete same in a timely manner, subject to Force Majeure belays. All F2enovations
sh~{I be completed in ~ goad aj~d workmanlike manner and in compliance with all
~ _
~
applicable Legal Requirements.
{b) At its expense, Tenant may make other additions to and alterations
of the Improvements and construct additiana) improvements on the Premises
(collectively, "After~tions"),.provided .that (i) Tenant obtains Landlord's prior written
cansenfi to any structural Alterations, which consent shall nat be unreasonably withheld
or delayed, and (ii) the Alterations shall be completed in a good and workmanlike
manner and in compliance with all applicable Legal Requirements. Except as otherwise
no
provided in Paragraph 11(a) above, no Improvements shall be demolished and
notified
has
Tenant
unless
structural Alterations shat! be made to the {mpravements
Land{ord. Alterations (other than those related to Tenant's Personal Property) shall be
the property of ~artdlnrd and sli~ail be sub}ect to this Lase. Notwithstanding the
foregoing, Tenant may make non-structural alterations to the interior of the
Improvements without the consent of t~an~lord. Tenant shatf obtain and maintain sa
caged "builders risk" or similar :insurance coverage while the Renovations or any
Alterations are be+ng undertaken on the Premises. No#withsfanding anything to the
contrary contained in. this Paragraph 11(b) or elsewhere in this Lease, Tenant
acknowledges and agrees that it shall not be enfiitled to construct (or 'allow any ether
assignee or subtenant to construct) any additianaluee-standing buildings on the Land.
(c) Tenant may place an the Premises any inventory, trade fixtures,
foods, furniture, machinery or equipment, including, without limitafiian, bowing alley
floors (or beds), din spotters, bowling equipment, restaurant and bar equipment,
vending machines and gams, :billiard ~quipm~nt and other personal property or
chattels (collectively, "Persnna~t Property"), ~belanging to Tenant, its subtenants or third
parties 'and may rempve the same during and at the end of the Term. No Persona!
332026_1
Page 'F of 20
Property shall become the prapetty of Landlord by virtue of being placed in or on the
Premises, even where such Personal Property is attached or affixed to the
Improvements on anon-temporary basis. Tenant shall repair any damage to the
Premises resulting from the removal of any Rersanai Property:
_..... ~_........_..._._ .....1~. ....-~arrderrmatiun anci--~astraity:
(a} Landlorr~'s Restoraflon Obligaflans. I# the Improvements or the

Premises are damaged by firs ar other casualty (each a "Casualty"), Tenant sh~li
promptly notify landlord thereof, and Landlord shall promptly repair and restore the
Premises to substantially the same condition as existed immediately'prior to such'
Casualty, subject to the faElowing terms and conditions:
(t}
Landlord's lenders) must permit the insurance proceeds to .
be used far such repair artd restoration.

Landlord steal{ have na obligation to repair or restore any, of
(i,i)
Tenant's Persflnal Property.
(b}
Termination of Lease by Landlord. [..andlord shall have the option of
terminating the Lease if: (i)~th~ Premises is rendered wholly untenantable; (ii) Landlord's
lender does not permit a sufficient amount of the insurance proceeds to be used tar
restoration purposes; or (iii) the Premises is damaged in whale or in part during the last
two years o~ the Term. If under such circumstances Landlord elects to terminate this
Lease; it shall give notice of the cancellation to Tenant within sixty (60) days after the
date of the Casualty, and Tenant shall vacate and surrender the Premises to ~.~ndlar~
wi#hin thirty (30) days after receipt of the nptice of termination.
Terrination of Lease by Tenant.
(c)
In the event of a Casualty which ~ renders the Premises

(r)
untenantable in whole, Tenant shall have the option of terminating this Lease no later
than sixty (60) days af#er Tenant shall receive an estimate of ~~ndlord's independent
contractor of the time and 'cost to restore the Premises. The Premises shall be
considaretl untenar~tabls In whole if, in the reasanabl~ opinion of Tenant; fhe time
necessary to restore the Premises is in excess of one hundred twenty (120) days from
the date of the Casual#y or the cost to restore exceeds twenty-five percent (25%)of the
replacement cost of the {rnpraysments.
(ii)
Tenant shall also have the option of terminat+ng the Lease if:
(a) such Casualty occurs during ;the last two years of the Term or (b)(i) Landlord his
failed to substantially restore the damaged {mprovements and the Premises withsn one
hundred twenty (120} days of such Casualty("Restoration Period"); (ii) the Restoration
Period has not been delayed by force majeur~; and (iii) Tenant gives Landlord notice of
the termination within fifteen (75) days after the end of the Restoration Period (as
extended by any force majeure delays}. If Landlord is delayed by force majeure, then
sszozs ,
Page s of zo
days of the
landlord must provide Tenant with notice of the delays within fifteen (~~5)
estimate of the
force majeure event stating the reason for the delays and a goad faith
length of the delays.
_
Tenant's' Restoration Obllga#ions. Unless .terminated, the l..ease

tYafr~ att-~ep~if;~-rtes#er-e~-ar-:..
q;
fi o~~~n~_. ~-aftera ~
all-rem~irti~
a'schedule that foilnws
replace Tenanf's Personal Property in end to the Premises on
repair, restoration or
All
.
Landlord's schedule for repairing the Improvements
same condition as
to
the
replacement of Tenant's Personal Property shall be at least
existed prior to the C~suaity.
_~
(d)
(e) Rent Abafement.~ If the Premises,is rendered wholly untenantabis

es is
by a Casualty, then the Rent "payab{e by Tenant shall be fully abated. if the Premis
of
ion
operat
the
ue
contin
only partially damaged by a Casualty, ,then Tenant shal{
from
able
pr~ckic
Tenant's business in any part not damaged to the extent r~asonabiy
other charges
and
Rent
and
Fixed
,
ement
manag
the standpoint of prudent business
ntable
shall be abated prop~rtianately to the portion of the Premises ~~ndered untena
been
have
es
Premis
the
until
The abafiement shill be from the date of the Casualty
d in
restore
are
ions
substantially repaired and restored, ar until Tenant's business operat
the entire Premises, whichever shalt first occur.
(fl
Condemnation.
If the whole ~dr any part of the Premises is taken in any

(i)
se at
temporary requisition or other temporary taking {not exceeding 3d days) by exerci and
any right of eminent domain or candemnation,'this Lease shall remain in full effect
temporary
Tenant shalt be entitled to receive the proceeds or award allocable to such
requisition or taking.
In the event of a taking or requisitioning of the Premises by
(ii)
deed in
exercise of any, right of eminent domain or condemn~tlon, or Seller executes a
es
Premis
the
s
render
lieu under the threat of eminent domain (a "Takingj, that
within
Lease
this
ting
untenantable in whole, Tenant shall have the .option of termina
thirty (30) days after Tenant receives notice from Landlord' of such Taking. ~If Tenant
does not elect #a terminate this lease ar~d there wiA be a change in the loco#ivn of the
Premises
rebuit~ improvements of such a magnitude that Tenant's business on the
shall be
would be adversely affected thereby, the location of the rebuilt Improvements
cially
commer
a
in
act
shall
whom
of
mutually acceptable to Landlord and Tenant; bath
in the
if,
in
whale
ntable
reasonable manner. The Premises shall be considered untena
is in
ements
reasonable opinion of Tenant, (i} the time necessary' to restore the Improv
to
excess of one hundred twenty (120) days from the date of the Taking,.(ii) the cost
of the
restore .exceeds twenty~five percent (25%} of the replacement cost
,
perking
for
utilized
Land
the
(10%)
of
Impravernertts, (iii) more than tern percent
far
es
Premis
use
of
the
the
driveways, extecinr lighting and landscaping are taken, (iv)
yr is
the business of Tenant is no longer permitted under the, ~.ega1 Requirements
means
materially impaired, ar (v) the Taking results in a taking of any driveway or other
332Q28_i
Page 9 pf 20
__
than ten
of vehicular ingress or egress to and from the Premises or a faking of mare
Lagal
the
of
part'
a
are
percent(1d%)of the tata{ floor space of the Improvements which
the
case,
other
any
Requirements for the oper2~ti~'n of ~ business an the Premises. In
Premises shall not be considered to be untenantabfe in whole,
_......
.~__ .__
rtot--rentter t ~
(A} -Ir~~-;~he eve~_~f ~ .fial~in~~-that
premiss to
fhe
restore
to
Premises untenantabl~ in whole, ~~.andlard shall be required
Taking.
substantially the same canditiori a's existed immediately prior to such
'~ (B) !n the event of any Taking, Tenant shall be entitled to
an award for the value of Tenant's {'ersanal Property ~aff~Gted thereby, movings
damage
expenses if Tenant is forced to relocate, loss Qf profits and any ofhsr losses or
for which Tenant may be entitled pursuant to applicable law.
(C) If, after the required restoration of the Premiss by
Landio~d following a Taking, there has been a loss of 25% or less of the usable floor
Fixed
area of the Improvements or 10% of the area of driveways ar parking lots, tha
would
that
Rent
Fixed
of
the
product
Rant shat! be adjusted to an amount equal to the
ed
otherwise have been due immediately following such Taking and restora#ion multipli
by a fraction, the numer~tar of which is the number of square feet of usable building
of
space in the Improvements after such Taking and restoration and the denominator
ments
Improve
the
in
space
which is the nurriber of square feet of usable building
immediately prior to such Taking.
13.
Assigr~menf.
{a}
l..and(ord acknowledges that, dtaring the pendency of the Sublease,
Tenant tics subleased those portions of the Improvements not bain~ used in Tenaht's
bowling operations {callectiv~ly, the "Non~Bowling Areas", with the areas being used in
Tenant's bawling operations being referred to collectively as, the "Bowling Area") to
third parties. Landlord hereby approves of all Non-Bowing /areas subleases in effect on
the Commencement Date end agrees that Tenant shill be entitled to modify such
existing sub{eases, yr enter into rew subleases, far the Non-Bawling Areas during fihe
Term without Landlord's consent; provided, hawev~r, Tenant shall use commercially
reasanabl~ efforts to ensure that, all subtenants comply with all applicable laws
pertaining to their use of the Nan-8owling~ Areas, and in the event any use by a
subtenant causes an increase in the cost of Landlord's insurance, then Tenant shall
reimburse Landlord for any such add'rfiiorta{ expense upon being provided with adequate
documentatipn thereof. Landlord further acknowledges that the Nan-Bowling Areas
may be put to any use allowed by applicable I~w, subject to the limitations set forth in
Paragraph 2(b) above,

(b) Should Tenant at any time during the Term fact to permanently
to
discontinue the aperatton of its bowling alley on the Premises, Tenant shall give
have
d
shall
Landlor
landlord notice in writing of its intention so to do and in such event,
one (1) option, to be exercised by notice in writing given to Tenant within ninety (90)
332U2s_t'
Page 1d of20
~,
'
rd, to.cancel and

day$ after the date of mailing of Tenant's aforesaid notice to Landlo
shall cancel and
Lease
this
terminate this lease. if Landlord exercises its said optian,~
(90) days, and
ninety
terminate an the last day of tha.month following the end of said
Landlord fail
Tenant shall be released from any further liability under this l.ease~. Should
and should Tenant at any time thereafter discontinue. the
.._ to exercise its said option

_.._.........._
th~-right-to
_aper~ ion o~~the~SawTing- a-TTey;-fif~en an~..i`n..~a~i.e~~nt,--T~ttant~~ft~t~averd.
of
l.andla
sublet ail or portions of the Bawling Area without the consent
(c) Tenant may assign this Lease in whole, bux not in part, without the
obligations of
prior consent of Landlord, provided that Tenant shall remain liable for ail
by
Tenant hereunder. If Landlord consents in writing to an assignment of this ~.ea'se
Tenant
der,
then
hereun
ions
obligat
Tenant, and Tenant's assignee assumes Tenant's
Tenant
shall be released from liability under this Lease for the remainder of the Term. aI1 ar
has
sublet
shall remain liable for ail obligations of:Ten~nt hereunder where Tenant
any portion of the Pr~mis~s,
14.
Default.
(a) There shall b~ a default("Defauft") under this Lase (I~ if Tenant

shag
shall fa;1 to (1} pay the Fixed Rent as end when due hereunder, and the failurear (2)
continue for tet~ (10} days after receipt of written notice by Tenant Qf such failure after
perform any other provision hereof and the failure shall contit~us far thirty (30) days be
cannot
receipt of written notice by Tenant of such failure (provided if such failure
and
period,
day
cured by the payment of money and canrot be cured within a thirty(30)
diligence,
Tenant commences promptly to cure and thereafter prosecutes the cure with
with
the time for cure shall be e~ended as reasonably necessary to complete such cureas a
ation
adjudic
far
t
t
Tenan
diligence); (ii) upon the filing of 'a petition by yr agains
bankrupt~or inso}vent unless same is discharged within sixty (60) days of filing; (iii) upon
; (iv)
the dissoEution ar liquidation of l'enant, whether instituted by or against Tenant the
upon the making by Tenant of an assignment for the benefit of creditors; (v) upon
as
abandpnment of the Premises or fhe failure to maintain and. repair the Premisesany
of
to
!aw
ion
operat
by
Lease
required by this Lease; (vi) upon;the passage of this
trustee
person or persons other than Tenant; ac (vii) upon appointment of a receiver or
(30)
thirty
far Tenant's property if such receiver yr tntstee shall not be discharged within
days after his appointment:
!f a Default shall have happened anti be 'continuing after the
(b)
notice of
expiratan of any period to cure, l.andlard shall have the right to give Tenant
and the
the
Term
the
natic.~,
of
giving
the
Landlord's termination of this Lease. Upon
for
estate hereby granted shaft expire and teRninate as if such date were the date fixed
other
any
n
to
the expiration of the Term. Such right ~af termination shall be in additio
rights and remedies of l.andlard under the provision of this Lease ar rights or remedies
the
not set forth in this Lease; as may be available fo ~.andlard under Texas {aw. If
or
ions
alterat
,
repairs
to
make
basis of such notice shall be the f~ifure of Tenant
by
ed
specifi
changes in car to tt~e Premises, and it within the thirty (30) day period
not have
Paragraph 1~4(a)(i)(2) abav~, Tenant shall have commenced but shall
332026~t
Page 11 of 2Q
while Tenant is
completed such repairs, alteratidns or changes, L.andfard will not,
give to Tenant natic~
diligently engaged in making saidy repairs, alterations ar changes,
Tenant's default
unless
14(b),
terminating this Lease, as p~ovid~d for in this Paragraph
may subject ~andlard to a fine or penalty.
..
.. --T.----....... _._
"ièna~
(c) Anything herein contained ~to ~fh~ contrary notwi~hsfanc~iiig;~
t to the covenant
agrees that if Tenant shall b~ in Default hereunder, except with respec
cured
such Default
have
naf
concerning the payment of Fixed Rent, and if Tenant shall
rd may
~andio
then
within thirty {30) days after receipt of wnttsn notice from Landlord,
Tenant
of
eater the 'remises for the purpose of performing the same for the account
by Landlord in the
and any amounts paid, or expenses or liabfliti~s incurred
paid by Tenant to
be
shall
and
performance of same, shall be deemed additional rent
Landlord, an the first day of the fol{owing calendar month.
Landlord
(d) !n the event of a Default on fhe part of Tenant hereunder,
ully re-enter the
or Landlord's Agents, may imrnediate(y or ~t any time thereafter peacef ssion of the
posse
e
receiv
ise
Premises, or institute summery ,proceedings ar otherw
liable for
t
Premises and remove aN persons and property therefrom withou being notice in
of
e
any
prosecution therefor, and Tenant hereby expressly waives the servic
acceptance
d
writing of intention tb re-enter, No re-entry by Landlord shall be deeme ~n
of a surrender of this Lease.
in the event.af a Default an the part of Tenant hereunder, Tenant
(e}
rd under the
agrees that in addition to any other rights and remedies of landlo
do so, relet the
provisions of this Lease, Landlord may, but shall not be required to
andlor taking
Lease
this
ating
Premises or any part thereof (with or without termin
of Landlord
name
the
in
possession of the Premises by cqu~t action or vthenNise)' either
in the
or otherwise, at such rent as ~it may deem r~ason~ble and for a temp which may,
with
discretion of l.andlard, extend beyond the Term of this Lease, and in connection
sary
neces
be
may
which
extent
the
to
such reletting may alter and change the Premises
s to
to suit the needs and requirements of the new tenant, and Tenant expressly agree
an
Lease
in
this
pay ~s liquidated damages for ttie breach of the covenan#s contained rent collected
amount not to exceed the differences betw~~n fihe rent reserved and the
Landlord
and received, 'rF any, by ~andlard (less all expenses of every kind incurred by nder of
remai
the
ses)
during
Premi
the
ng
in connection with aitering, repairing and reletti
and the rent
the Term. Such difference or deficiency between the rent herein reserved
the amount
as
Term
the
during
nts
collected shall be due and payab{e in monthly payme
ained.
ascert
be
of such difference or deficiency shall from time to time
No Default Shal{ be deemed waived unless in wri#ing signed by
(~
terms,
Landlord. The failure of Landlord to insist upon a strict performance of any of the
ar remedies
covenants and aanditions herein shall not be deemed a waiver of any rights
quent
breach or
subse
a
of
d
that Landlord may have, and shall,~not be deeme a waiver
default in the terms, covenants and conditions herein contained.
3s2oz6_t
Page 12 of 2Q
,.
the
15. Waiver of Landlord's l..ien, landlord hereby waives and releases, to
common
or
fullest extent permitted by taw, any right it may hive to assert a statutory
law landlord's lien against Tenant's Personal property.
..~.
16. Sianaae. Tenant sh~ll be permitted to install any exterior or interior

... ~signage~onar a e _remisesas~ enan desires;-pròv~zttP~~t~~~a~:h~~ic,~'r~-stfall
be
shall
be in compliance with applicable Legal Requirements. Ali such sigriage
installed, and remaved.at the expiration or earlier termination of this Lease, at the sole
cost and expense of Tenant. Tenant shall; at its own cast and expense, repair any
s
damage resulting from the installation or removal of any sign placed upon the Premise
by Tenant.
17. Brokers. All (using commissions of any nature, if any, which are required
to be paid in cann~ctian with this Lease shall be paid by ~.andlard, at its sale cost end
expense, without reimbursement from Tenant. Tenant, by its execution below, hereby
can~rms that no breakers have represented Tenant in the transaction, and Tenant is not
aware of any third party indicating that it believes that it represents Tenant in' this
transaction: Landlord shall indemnify, defend and hold Tenant r~r Tenant's Agents
harmless from all losses, costs, claims or liability arising out of any ieasi~g commission
claimed due as a result of this ~.eas~.
18, Leasehold Mart a es. Tenant shall have the right, at its option, to assign
its interest under this .ease as collateral for any other obligation, ar to encumber its
interest in this Lease with a mortgage, deed of trust, or Ather security interest. If Tenant
has provided notice of such an assignment or mortgage or pledge of its interest in this
.ease to landlord; together with the name and address of the beneficiary of such
mortgage, deed of trust, assignment or other security instrument the "Beneficiary"),
Landlord agrees to provide to the 'Beneficiary copies of any notice or notices of Default
by Tenant ,under this Lease which are provided to Tenant, and agrees that the
Beneficiary shall have a reasonable period of time (which time period shall not be any
shorter than the notice and cure periods provided to Tenant hereunder) in which to
remedy, at its option, any Default by Tenant hereunder.
19. Waiver of .lure Trial. Landlord and Tenank each hereby waive the right tp
a jury trial.in conneGtian with any legal proceeding relating #o this LEase. Landlord and
Tenant have each been represented by counsel in connection with this Leas, and
make the foregoing waiver knowingly and willfully.
20. Subordination and Non-Disturbance. Tenant agrees to execute and
deliver to Landlord any requested subordination agreement, reasonably acceptable to
Tenant, to effect the subordination of this Lease to any mortgage previously existing or
hereafter executed by L.andiord ~ covering the Premises, provided that Tenant
simul#aneously obtains from tha holder of any such mortgage anon-disturbance
agreement re~sanably acceptable to Tenant, in recordable .form, which will permit
of a
Tenant to remain in occupancy pursuant to the terms of this Lease in the event
in
then
is
not
foreclosure of such mortgage ar deed in ti~u thereof, sa long as Tenant
332oz6_1
Pa~g~ 13 of 20
._
.',
of a
Defauit under this lease. Land{ord agrees fa obtain from any existing hofdEr
deliver
will
acid
ent
agreem
mortgage encumbering the Premises such a nan-disturba~c~
such agreement to Tenant on nr k~fore.the Commencement Date.
otices. All notices(Notices") shall be in writing and shah be addressed
21,
a use
to Landlord and Tenant att ie .rasp tieaddresses~s~~~fai~fi-a6ove.~otices~s
a
with
,
prepaid
deposit
after
validly given when hand delivered ar the next business day
to
time
frarn
rriay
courier service guaranteeing same day or overnight del(very, A party
time specify, by giving .fcftesn (15} days' notice tq the other party hereto, (i) any other
other
address in the United States as its address for purposes of this .ease and (ii) any
.
.
of
Notices
copies
person of entity in the lJnited Stites to receive
22. Estoppe{ Certificates. ~rorr~ time to time and within twenty-frve (25) days
offer request, Landlord and Tenant shall execute, acknowledge end deliver to the other,
or to any third party, upon the request of Landlord or Tenant, a certificate stating (i) that
this Lease is unmodified and in full~force and effect(or, if there have been modifications,
that this Lease is iri full forr,~ and effect ,as mod~ed, and setting forfh such
er
modifications), (ii) the dates to which Fixed Rent and other sums payable hereund
may
case
have been paid, (iii) ~itl~er that to the knowledge of Tenant' or Landlord, as the
be, no default exists hereunder or specifying each such default of which Tenant or
Landlord has knowledge and whether or not Tenant is still occupying and operating the
Premises, and (iv) such ether information pertaining to this Lase as is reasonably
requested by Landlord or Tenant.
23. Landlord to Assist with Licenses. Landlord will assist Tenant, at Tenant's
expense, in every way reasonably passible to enable Tenant to obtain, by transfer or
othervvise, or maintain the licenses necessary to operate the bawling center, billiard.
room, bar and restaurant and other business attendant to Tenant's normal operations in
the Premiss. To the extent that Tenant obtains the benefit of a license feeprepaid by
Landlord, Tenant will mike payment to Landlord therefor on a prorate basis.
24. 'Miscellaneous. If any provision or the application thereof tp any party ar
circumst~nca shaf! be invalid or unenforceable, the remaining provisions ar the
application of such provision 'to other parties or circumstances shat( nvt be affected
thereby. This Lease may not be modified ar terminated except as expressly provided
herein or' except by a writing signed by Landlord and Tenant. This Luse shall be
gov~med by and interpreted In accordance with the laws of -the State of Texas. The
term "force majeure" shall mean: fire, flood, extreme weather; labor disputes, strike,
lock-out, riot, gavemmer~t interference (including regulation, appropri~tian ar rationing},
unusual delay in governmental permitting, unusual delay in deliv~ri~s or unavailability of
materials, unavoidable casualties, Act of Gad, or other causes beyond the reasonable
control of t~andlord or Tenant, as applicable. The t~rrri "Business Days" shall mean
Monday through Friday, excluding federal or Texas official t~oiidays,
3320zs_1
Page 14 of 20
.:
.' '~~~'
memorandum
25. Memorandum. At the request af~either parry, a short form
ed by both
of this Lease suitable far recordation in the State of Texas shall be execut
Premiss,
of
the
ption
descri
a
Landlord and Ten2~nt. The memorandum shati contain
ting party
reques
the
the Term (including any Extended Tefms) and such other terms as
ion of such memorandum of ie~se shall pay the
_. re~c uires.._ The,
-- a reguestin~c execut
cost to record such memorandum.
26.
Additional Provisions,
(a) Tenon# agrees that Landlord or Landlord's Agents may .during

purpose of inspecting
Tenant's business hours enter into and upon the Premises for the
the expiration of the
same, or far the purpose of sale a~ within six (6) months prior to
s next prior to the
month
Term ner~af far the purpose of rental. During the six (6)
S IB and GTo
expiration of the Term hereof, Tenant agrees that the usual,natic~s "FOC'
the ext~r'sor of
Lat" may bye placed and amain unmolested in a conspicuous place upon
the Premises:
(b) Anything in this Lease to the contrary notwithstanding, Tenant
thereof
agrees that it wiil not use, suffer a~ permit to be used, the Premises or any part
in violation of any restrictions affecting the Premises and now in force.
(c) Landlord shall not be liable far any failure of water supply or elactric
or resulting from
current, nor for injury or damage to person or. property caused by
part of the
steam, gas, electric, water, rain or snow, which may leak or flow from any
from the
ar
same,
the
of
ng
work
Improvements, or from pipes, appaiances or plumbi
or other
light
with
strut ar sub-surface or from any other place, nor for interFerence
or
incorporeal her~ditaments by anybody other than Landlord or Landlord's Agents, in
caused by the operations by nr for~any governmental or quasi-governrnental~authnrity
any
construction of any public ~r quasi-public work. Landlord shall not be liable far
latent defect in said Improvements.
j'SIGNATURES APPEAR ON THE FOLLOWING AAG~SJ
332026_1
Page 75 of 20
WITNESS the following signatures and seals
l..ANDLORD;
B{TTERS/WOOLCO PA-~itflERa~`fliF; CCP;. _
p
a Texas registered limited liability partnershi
By:
Name:
Title: (~-v~7~,~~ ~~v ~P.~,vw~G
STATE QF `~ ~'r'S
CITY/COUNTI'OF ~4~
, to-wit:
jurisdiction this ,,, `~SubscribECi and acknowledged before me in the aforesaid

, in his/her
~O~bN1~,y ~; ~~B~,CG
, 20 2, by
day of ~~?rYl~c~i
a Texas
LL.P,~
af~ BittersM/oni~o Partnership,
capacity as ~??~,a~~~,~ e~rv~c.
partnership.
registered limited liability partnership, on behalf of the
,'~'Y'~-
GRACE Y KRQSCH
''~`',~~ y~~"~ Nota
~y~ ~
%.;~fo~i~~rr
332026_1
PubNc,State of Texes.
MyCommission Expires
FOb~ugry 27, 2013
otary Public
My commission expires:
Page 16 of 20
~2'"""~~"'~
TENANT:
AMF BpiNI:ING CENTERS, INC.,
a Virginia corporation
By:
'
Mark S. Matcher
Vice President of Real Estate
C~MMUNWEALTH O~ VIRGINIA
COUNTY p~ NANOVER,to-wit:
11
S,ubscribed and acknowledged before me in the aforesaid jurisdiction this,~~

, 2012, by Mark S. Hatcher, Vice President of Real estate, AMF
day of ~,~r(~
Bowling Centers, 1n ., a Virginia corporation, on behalf pf the corporation.
Natary Public
'My commission expires:
Notary Registration No.:
ANN S. t~AARR15
~
~..,
Notary Public
Commonwealth at Virginia
flag. #t AT785
My Cw~ssi~n Exps. Ckt. 31.2015
s32o26,~1
Page 17 of 2Q
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EXHIBIT B
~iXED RENT
the
Commencing on the Commencement pate and continuing through
(i)
Term, Fixed Rent shall b~ payable at the"fallowing rates:
$~
$~
$~
$
$
for each of year 1-2~(7/1/ZQ12 ~- 8/3012014)

for each of,year 3-5 (7/1/2Q14 fi13012017)
for each of year 6-7(7/1/2017 6/3012019)
for each af'y~ar 8-9 (7/112019 -- x/30/2021)
for year 10 (7/1/202'{-6130/2022)
shalt
(ii} ~ If Tenant exercises its option for the Extended Term, Fixed Rent
Tsxas
o,
egtiai the then current market rite for ssmilar properties in the San Antonithe Fixed
shall
event
no
er;
in
howev
ed,
metropnl~t~n area (the "Market Rate"~; provid
at the expiration of
Rent during the Eictended Term be less than the Fixed Rent in effect
upon the Market
the Primary Tenn, if Landlord and Tenant have not agreed in writing
rd and Tenant
Rate within four (a) months prior to the snd of the Primary Term, L.andio
in the state of
shall each appoint a peal estate broker certified or licensed as such
a, Texas
An#oni
San
the
in
ence
Texas, and having a minimum of five (~} years' experi
to the
similar
is
metropolitan area in real estate leasing with respect to real estate which
fifteen (15)
Premiss. If the brokers are unable to ogres upon the Marke# Rate within
with
days after the brokers have been appointed, the brokers shall choose a third brakes
third
and
the
Rite,
Market
the
ine
the same qualifications. The Third broker shall determ
ed that
broker's decision shall be conclusive and binding on Landlord and Tenant providbroker,
its
of
cost
the
pay
the broker's dscision is made in good faith. Landlord shall
rd and
,
Ten~nfi shall pay the cost of its broker, and, if a third broker is chosen Landlo such
Tenant shall shire the cast thereof. if Tenant timely exercises its option for
Extended Term, and' the brokers have not determined the Market Rite prior to
m in
commenr~ment of the Extended Term, then, during the period of the ~xtendedTer the
at
Rent
fixed
pay
t
shall
Tenan
which the brokers are determining the Market Rate,
the
same rate ~s during the last year of the Primary Term, and shall, promptly after
paid
y
actuall
determination of Market Rate, pay any differenC~ between the Fixed Rate
and the new rent determined at the Market Rate.
Fixed Rent shall be paid by Yenant, wh~the~ during the Primary Terrn or
(iiij
day of each
any Extended Term, in equal monthly installments an or before the first
month, and sha(I be prorated for any partial- month.
332026_1
Page 49 of 20
EXH.lBIT C
.
AMF COUNTRY LANES
Exterior
Exterior Painting
Exterior Signage
Parking Lot
Parking Lot lighting
Irrt~rior
Sheetrack, ceilings, painting
Ceiling Fans
~estrooms - 2 Sets - ADA etc.
Lighting aver Lanes
ADA Ramp in Settee ,
Ramp and Step railings
Sidewall Light Fixtures
MiSCellaneous Electrical
7V's(12) inc. Electrical

Carpet
Carpet installaCion
Concourse Furniture
fail Racks
Floor electrical Outlets
pemo Bar{wall, ceilings, stage, electricetc.)
Snack Bar Miilwark
Control Desk
HVAC -BAR -10 Ton
Replace all Sprinkler Rings
'
Construction Gonsutt~ng
Travel - SupervisiAn
Contingency
Grand Total
Estimated Costs will decrease when vendor bids are received.
~~'
t.,c~catic~i~ N. 155,
5~~~ Arifc>na,~IYX
~~~~.s~ ~~~ars~~,~~r ~rc~ ~r~vv~~~~~z ~~~.~~~~rrx ~~~~~~~~~

`T`~~~a F'Tl~~'l' AMEI`~1l~MkN~' TC7 l3CJVV~.~Ih1C.r C~f~:~lT~~t. x.~IASE ~tliis "~+"ir;~t
.A,znencirr~~~~t"}, clatec~ ~~ cif tlr~ ~;ffGCtiv~; I:3~t~ (t~5 ~i~f~ncd l~~lo~), is made anc~ ent~rcc~ into by
'and I~ctwe~ix T3I'"f.l,~l"~~,1.~~/~IQt~I,~tU T't1~~'~C"~~Ft.5~~7~', I:aLI'; G~ '~exas r~,~istcrcd Iiy~it~d 1ial~ilit~r
~art~ne;rsk~i}~ ("~~~~nr~lairi~"), and 1~M}~ T~C)~JZ~7NCr CI S"1'~'l~.S, 1NC;., a Vir~u~ia c~.~~ara.~ian
"'~'e~~tnt").
l~Z?~C~7'A C~;S
A..
1:ac~ticllcs~cl a~~d'['enr~nt cnte~~~c~ into t(7at ~ertd:itx ~3nyvliri,~ Cet~t~r f,Gase; ci~~ted as of
I;~bruary ?8, 2C)12, ~1'~c-:ctivi~ ors of lily 1, 2f~1~ (as tl~e same znay bu ~z~ei~d~;d, ~~te~z~er~ car
restated fii~G~n~ tine tc~ time, ll~k~ i4A.J{il~ 1E~yy), ~~ur~liar~t Cc7 ~vhic:h I~ancilc7rd ).ease; t~ ~'cnai~t G~r~cl
~"~ndr~t leas~;s #:rc>r~~ ~.,aa~dlc~rci certain l~~~act a.r~c~ i~,pravexr~ents Icj~:~~te~ at l 337 San i'eclrc~ t~venu~,
~i;zn r~tYt~rric~, "1"exa:~ 721 f~ {tl~~ "~'rernic~s"). Capitatied tc;rn~as nat c~thc~~~ise c~e~ned in this
~~irst .Aia~.~ncir~a.~.n~l sl7ali tz~r~~; t:17~ meaniz~~; ~ivG~1 tU su~:h kerns in th.c L,eas~.
I3.
1'izr~~rant tc> ~~ctici~~ ~(,z) c~~'thE. I~t;ase, ~,G l~'cizl~~izy T~ri~ cc~rnn~c~ryccd on. July ],
-2012 a~5d shall cxpi.z~e ~t 11.;59 p.i~n: tin Jung ~(}; 2022.
~:.
C?n' flc~vei~iber 1~7 2a1~; Ie;n~~~t {i1cc~ a l~~nkra~tcy ~etiti.an une~er C;h~~tcr l t nf'
t~xe United ~tat~~ :F3ax11cr~~~rtcy ~;c~dc in ttie t,lx~ated ~~~t~s I3~t~nkrtiptcy Court for. tl~e ~?aster~~
C~is~iricC cif` Vi~~ ini~ Richmt~z~d ]~iv sicsn, in the c:~~es stylcc~ Irz re At1?~~" 13r.~wlir7~Y ~~arlclsvide, I~rc.,
~8: al., Cass Ida. 12w3(?495 (tl~rc "~3ankr~~tcy C~a~a").
~:),
Iaan.~lo~d and ,.['~nant na~w ~~;sire ~c~ ~n1~:nd tl~e l..,ea~e to extend tyre ~'rimary "I"arm,
tc~ add axe ra~tir~r~ trs r~nc;~v the 1'eriz7 cif the C.,easc .and. t~ rnr~diiy tS~e aiznuaf ~~irximum re77tal
~arrinui7ts as pr~vi~ecl h~r~i~~.
l~t~W~ Ti~:E?,~:F`C~1~~~, in cc~nside~at~oi~ i7t' t17c; rnutu~il cr~vena~7t.5 ~bz~tainec~ llert~ein and
c~th~;r ~;c cad az d val~.tabl~: ~:c~nsicic~~ation, the receipt ~1d suffici~:ncy c~~'~vllich is acknavvlcc~~cci, tla~
~iart.~:s m.utirally cc~vet7a.x~t and a.~rec~ as folaows:
I X`1~I"T~1T)S~I)TER.M. .!`lie: T'rin~ar;~~ ~'er~r~ i:; hc;re:l~y G~rtcncled far t~a~c (1} year
1.
#rc~n~ J~~1y 1, ~~2~ an.c~ shall expiry at 11:Sc3 p.m. (iii Sar7 Azxtc~nic~, "I~.x~s) can :ftii7~; 20, 2Q2:~.
["crta~~t s}call have the; ri~;l~t to ~xterac~ the 7eriz7 ~f'the I..case; fc~r twc~ (2} ~ic~r~itiaz7~.l ~en~wal t~;rn~as
c>f' kivu {5) ye~xs each {~~ch, ~ "1~eEYe~a~ 'Te~r~~") ley ~ivin~ waitten notice tc~ T~at~dlc~rd at last
~~n~ I~~.u~c~~ed (1 SO} days pi~ir~r tc~ the cnt~ ~f tih~; Pri~.in.ary "I'e~rn, as ~xten.ded by this 1'iisl
l~rncx7dn~cn~, and, as ap~~Iic~~r(~, ~ricar to the end t~~` tl~e first T~.er~ewal Ì'ern~ (a "~enevval
t`V~tice"). I:f`~enant dais not ti~n.ely ex~~cise its right to rex~~w tl~~ I.a~;~se as p1-c~vided herein, the
Lc~as~ sh~II terminate at tl1c~ ~x~i.ratian at' the k~rirrzaxy "l:crm, a,~ ext~.r~c~~c~ hereby, or Renewal
'Term, a~ ~ppli.c;ak~le, and l~~ of ~a firrtl~~x ficir~~ aY~c~ ~~'['c~ct exc~~at fc~r these matters whi~;h
s~accific~ll.~ sui~vivi~ tla~ uxz~iratir>n. of the Leasc. If exercised; the frst ~.en~w~l Term sh~l!
~;i~mz~~enc~ on .T~ily ~, 2023 ~~d s~x~~11 expire at 11:5 p:~rr. (in S~c~ l~a~ic~~~io, 1:exas} azz .tune 3C),
aGiss~,z~...~
P~
S5
I..,c>cnticui Nca, 1~T.'.~.
Sin Az7tor~ic~,
~(?2~; of e~~;i<~is~rl, tkae s~~;anc~ Rer~~wnl "S'~r7-n s1xa.11 c~r~~~~n~nc;~; <~r ,~~,1~ 1,?C12~ ~.~7c1 sht~tl ex~~irc ~t
l 1.59 p.~~.(in. S~n I~zxtc~nia,"lex~~) on .Tung 3()S 2(?~;3.
~3A~L..~}~1.1~I,I. ~+tc~t~~vit.}~~tanclin~ the t.~rrr~~ cif thc~ ~:,e~~~;e to t17c cc~ntirary, incl~~din~;,
2.
withi~ut liY~aii:ati~x~, tl-~~: prc>visi~n~ i'<~r Fixr ~ ~~~nt ~rle~ Market I~a.tc i~~ l:;xhfl~it T~ t~~ the i..ca~~, t11e
~ix~ci re;~at ~xY~au~l fc~r thG ('t~i~-~~ry Tern~~, ati e~ctenc~~d !~y tl7i~ I~ir~t, ~1xn~~dn~~nt, ancl, if excaci5~c~,
each I~.e,~ewal Ì'eri~ shill I~~ as fc~ll~~~v~ ~t~x the l~asc; pericic~s s~at~Gi l~ciaw:
_ .wM..
:._...
.~._._._.~._~.:.. ~ ~_._...~.~_
__....,. ~...._.~.. ~_. _..............~.. M.~......_._____:....._
Terre
I er~s~ P'~rit~d
I?ritt~aryTct~~~n
71~J2{~l3 - 6/3012U1:7
. ~xz~xual Fixed
.exit
lVlaz~fhl~ Fi:cetl ~.ent
7i 1 /x,017 - G/30/Z41$
7/ l l2(~ 1 ~ - G/a f.)/2020
~t3~zozc~ - ~~i~o~zow~
~='ir~t TtLnc~val "1'er~
~.~
Sc~ai~ti i~l~;nc.~val
7(l/2f)23 ~ 6f:30/2t7~8
______.._w._,__~...__._ _
~l!t202~ ~ ~t~G/2(?:33
_ .._....
(
I~Ic~twithsta~~c~i~~ t}1~ ~pre~;~ain~;, i..~~r'~dle~rc~ a~;r~es tt~ ~v~ive flli r~t~ntl~ly ii~ed rent ari~.ouni tlu~; `t'cxr
t:l~u i~ir~t 1u.11 ix~nr~tll fc~llciwin~; the cif~cti~v~; elate ~f ~ c~~n~rm~cl. C.;h~l~t~r l 1 ~1<~n i~~ tl~e ~3~~~.kru~t~y
Case,
I::STCy~'~'N:Y,. i.,aladlcard 7~~~rc,5c~7ts ~ir1d r~r~~rran~s that (i) ìè~~ant rs not in d~.fatzlt in
3.
i;lae; p~;rfacrrz~ncc cif ~z~y c;c3tircr~az~t, ~~;r~~;~a~7ent nr ceanditiUn under thc~ I.,~a~~ and I~ax~dl~rd ciou~ z~at
knr~w of ~aay evel7t which cnulci, wiil~ the ~,~ssin~; of tixn~; ar t}~~; ~;ivia~~; of z~c~tic~, car l~~th,
cc~nstit~it~ a c3cfault`l~y ~~na~at, ~~id 1.,~t~cilord"has ni t r~~eive;d ~~~y nc~tic~ stating that'I~;n~nt is in
d~:Crita~t zirix his 1.;ar~dlarc~ suet ar~~r ncitic~ of ~z1~ default tc,''I'endn which l~a:~ ~7c>t been ~~,trGd; (ii)
alb rent anc~ ether ~u~i3.s d~kc; ~,x~a C~~ aalc~ ineludi~ag the current xni~r lei have teen paid, (iii) tl1~ac axe
nri def~r~s~s ~r oI`fs~ts alai nst the ~~~~a~Geinetat r~~'the l:~cas~ ~y T~r~ar~i (iv) all aC the cc~ven~nts,
a~r~ 4~.~nts, r~~ax~~~:iitatic~ns and warranties c~fi l..G~ndlard a~ sit ~~cirtlx in the t..e~se are true, cnrrect
anc~ ar>cur~fi~ pis e~~'tlac ci.ate hcrr~c~f; an.~ (v) Xaandlord ~ercla~ wa~~vc;s any ancI ,ill claims (as suc~~
terzr~ is dc~rec~ ira l I C.)".:~.C`. ~ 1 Q 1(5)) it may have against 'T'ur,~~it~t, i~aclurlir~~, lout r at lin~ixecI tc~,
any Glaiia~ .for rcr7t :Ec~~ any ~c;ric~ct ~Sri~x tc~ Nnv~m~~i r2, ~Ol~, ar7d ~~rees that to the e~ctet~t
~,a~~dlr~rc~ has ~'il~c~ ai files ~3 prac~:k' cif c(air~a in tl~i~ F3ankrul7tcy C;~.se, such cl~~im is a~7d shall l~s
ccansiderec! ~~aiuucl ~znci i5 car sl~a.11 be: ti~emGC~ tiisallaul~d.
~.
M(SC;T~;T.,1:,~,N~C7~t1~:
(~j
~~xc~pt ~s mt~clifiec~ and a~n~ric~~cl ~y this First I~mendmGnt, ~l.i cifthe other.
terms; c av~t~ailts, a~recmeixts, r~pr~s~n ~tic7ns, ~v~a-rat7ties, canc~itit~ns, anc~ the like sit fc>rtl~ in the
I.~cas~; amain ir.~ ~uIl farce; ~incl ~C'fect.
2
~ab~RSb2~ a
I..c~catiar~ Nc~, f S:i

;~ai~ A~~ic~nir~, WI"X
(~}
As iii` tlae c~~t~ herct:~~', the refer~izc~s iii tic I~eas~; anei tl7X~ ~~irst
,~in~n~rr~~nt t~ ;`th~~ Le:~~s;" ;;ball be i~~c~rrt~ cl i~ ~~ply tc~ thc~ ~.,e~.se; a~ rx~c~~iifiiccl by t~iis T;irst
t1.e~e~iclza~e~1:.
(c;)
~'l~zs ~~zrst ~.mczlc~rnenf may t~~ c~cca~rt~ci ire any 1~~t~nber ~f ca~xaat~l-~iart~, ,
~~ch caf ~v1~ic~l~ ~~lzen ~o ex c~:r~ed grid cl~Ii~~c~rer~ shill 'be 4~~~ c~ti~;inal, bttt all o~'ti~rhscl~r sha~~ ta~ethe:~~
a~iiastitut~ c7ne ~ncl thc; ~a~n~: in.stru.n~~x~t.
T.,ai~r~lc~rc~ and Terl~nt r~~rr~;~cnt fc~r th.ei~n~el~e~ tl~G~t filzas Fzrsx A~r~~ncim~~at
(t~)
~~s ~ic:~n. e~~et~~~d ley a duly ~uthea~ir~~ repretiGntati~v~ car by represr;ntativcs of each of Lancileard
~.~tci 'I'c~r~~rxt, a~ a}~~licat~ley r~i~ci i5 ~ va;lici, k~indxn~; and. enfarc;c~~blc ok~li~~~tion of ~..,andlc~rcl and
"1e~a~.tt.
I.,~~~dlbrcl and ~'e~~~z1C ackncawJ.~~l~,c ~xzy~l ~~;rG~ that this First I~r~nendrr~~r~t
(e)
shill ~e ~;1~("ect v~; c~rr tla~ date this I=~rst ~mencj.r7~ent is Ia;~tly cx~cutcd_ key I,andlc~rd azid 'l:enant as
iriclic~t~d ~~y ~hc date is~xt lc~ t1.~e p~rtics' si~;n~tures on. t1a~ ~i~naiure ~iag~ ~ttG~ched [acreto (t
"~f~'~c~~r~ ~1~te").
l~e~rr~irrd~~r ~`fhis ~:a~~c ~r~t~nti~,n~lly lift lat~nlr.

-- ~S"z,~~t.erl~trc P~r~rc} try l~aflow --
~crxs~,2h i
..~
I.ac>c~tic>n ~~~. 155

4an Antc~nicr. TX
C1~ "tV[`11~~~~~~ `~'~~~tf~~~~~', tJ~ca p~rti~s h~rc~tt~ l~~~v~ e~;~cutecl t17i5 first Ax~~enclmcnt tc~ Y~c
eff~~tiv~, as rat the ~f'f~ctive ~atc.
I.,anc~Drr~+~:
z~z~z~~~~~r~~i~rc~car.,~;t~ ~}~~~~~a7~;~~~~~z~~, ~..r.,~7,

4i T;x~s re~;i4lered l~niteci lia~ailt~v 1~~rtn~xship
._~
i~Ta~~~c ..m_ _.~ _~Zn"Y#tvL~r-1~ ~.~a ~~~.st~.~~e;
.__.~...~..
Date:
AACK.~CaWS::~',~aG~ivt~:T'~~l:
~;a
_.~._
~~
C)1~ "I"~~I~, ~l~c; .{~~ day ~t .,..... .. ~'~' ~\T
~U13, b~;t~~e,..~.~ae, the unciei~si~t~cci
notary
~i~il~;lic,
~~ersan~lly
appe~rcd
~s
m~..~ 1i_~~'~~.
_~
~...~. ~.._.~~. ~;~ y~
~f
~3itf4rslWac~lec~
~'artnGr~l~i~~,
T,.,S,1P,
a
~'ex~s
ru~;istertd
iability
lin~ite
~~:5~: /~'~~.~~~L~
~._.__~.....r
p~~tl~ sl~i.p, v~'~o is knr~~~vn t~ ~n~ ~i~d a~k.i~a~~~Iet~~eci t:l~at he/51ze cx~cutec~ the far~~c~in~
il~s~tuii~ent tci ~rl~ich ~hzs a~k.n.G~wlcc~~eni~:i~t is Gittac]y~d val.unlarily ~~nd forthe~ prar~~}4es th~riin
st~~t~c~ can b~lial~'~ ftl:~c~ litr~.it~ci }~r~~tn~tshi~.
M.y C;air~s~ni~siax~ e.;~pixcs; .:~ ~~~. ~~
~~
IJ~t WI"1'I~rT:~S ~V~~~~~.1 {:~~~r T hc;~'eu~tc~ yet ~~y hGrr~.d and oI'#~cicil seal.
.:~.
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Ncilary ('t~ltiir;
xata cat ~rexa.s
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~~rSnE:ect Name
4
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~,~? ~.. ~~G~c_...s
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~:~
~.wt7c;~lic~t7 N~.(5S
San Atat~~7io,'T"X
"1è~~;~rtt.
a Vir~;ia~ia cc~rpc~~atian
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Icy.
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N~rne: ~~~rk ~. ~-TatG~zui
,.(.isle: Vice ~'rc;~icierrt c~('~Zcai I.:sta~e
C'C.~MM~)Nl~'~~I.IaTi-~
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VT~ZC:iINIA
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C71eT 'I~~..1.15, tl~.~; _.m~~_~. day jai.' T.. .~. -~.-~.w

., 2()l3, l~cfar~ tne, the unde~~~i~;ziuc{
~otary,pu~71~c, ~~.rsci~a:ally ~~~~e~~rec~ Mark ~i. I.I~tc;hexa, as ViC~ ~~r~;5ic~e:nl C~~' 1~~.ed1 1;state c~~"AMF
E3nwlin~'C;en~:~rs, lne., a ~rir~;inia cc~r~rc~~atit3n, ti~rizo is h~7c~wn tee m~: <~i~c~ 4-~c~knc~v~l~;d~~;d tli~t hG
exec~it~cl~t~a~. fz~re~;c~zn~ in:5tz~~~mc.nt tta w~~i~r~ this ac(<n<~r~Yi~d~eme;nt i~ ~tt~icheci vc~l~.intarily and Cor
the ~~ur~~ses l~ez~:i7~ ~tGit;~r3. can ~r~h~~f <a1.'llae: cc~z~pc~ration:
MyJ C;~rny~nissit_7r~ ~:.x~aa~c:;:....._._
~~..~~'1._ f ~
ti`s ''JVI"IÌ~IG,~~~ 1~'I T~:;~Z~',C~T~, I 11~:rc~u7~tc~ sit :nay l~ar~c~ rznci c~t~iciGil seal.
~~i
a
~~~
Notary ~'ubii~
~nmr`nonw~~ith of Virginia.
F3~c,~~ #147735
My Cnmm;~~~on fps, Opt, 31, 20~ 5
_.~~
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~S,(D.D~~.~
I.ANDI.ORD:
AMF BOWLING CENTERS, INC.
TENANT:
Metropolis, Inc. or assigns, dlb/a Metropolis
L4CATI~N:
13307-A SAN PEDRO AVE.

SAN ANTONIO, TEXAS
SUBLEASE AGREEMENT
TABLE OF CONTENTS
Article 1
Article 2
Article 3
Article 4
Article 5
Article 7
Article 8
Article 9
Article 10
Article 11
Article 12
Article 13
Article 14
Article 15
Article 16
Article 'k 7
Arfiicle 18
Article 19
Article 20
Article 29
Article 22
Parties
Premises
Term and Use
Possession
Rent~i
Titie
Alterations
'
Removal of Chattels
Camplianc~ for Tenant's Account
Utilities
Assignments, Subletting & Discankinuance of Operation
Repairs
Damage by Fire
Indemnity
Regulations
Eminent Domain
Default
Notice of Termination
Right of Entry
Reletting After Tenant's Default
Notices
Waiver
Article 23
Article 24
Article 25
Article 26
Article 27
Article 28
Article 29
General Provisions
Mechanic's ~.i~n
Common Facilities
Real Estate Cammissians
Occupancy and Rental Tars
Real Estate Taxes
Signs
Article 30
Article 31
Article 32
Arfiicle 33
Contingencies
Security Deposit
F2enewal Option
Landlord Fixtures and Equipment
art~Gi~ s
1
1
1
1
2
3
3
3
4
4
5
5
6
6
7
7
8
8
8
9
9
10
11
11
12
12
72
12
13
13
14
14
~'
P~RriEs
ART. 1.
This lease, made in quadruplicate, the 14th day of October
2005, by and between AMF B~WL.iNG CENTERS, 1NC., a corporation
organized and existing under the laws of the Commonwealth of Virginia, having
its principal pEace of business at 810Q AMF Drive, Mechanicsville, Virginia 23111,
hereinafter referred to as "Landlord", and Metropolis, Inc. ar assigns d/b/a
Metropolis a limited liability company, organized and existing under the laws of
the State of Texas, hereinafter referred to as "Tenant".
WITNESSETM;
PREMISES
ART. 2.
7hs landlord does demise and Ist unto the Tenant and the
Tenant does lease and take from the Landlord for the term and upon the terms
and conditions set faith in this lease the premises known as 13307-A San Pedro
Avenue, San Antonio, Texas 78216 and consisting of a one story building
containing approximately 13,440 square feet of space and outside fenced area
cant~ining approximately 8,20U square fee# as more particularly shown an
Exhibit A attached hereto and made a pert hereof(the uPremises"), together with
a license to use as and to the extent that the same presently exist subject,
however, to the provisions of ART. 25 h~reaf, all common Facilities, including
parking areas and ail streets, service drives and sidewalks shown on Exhibit B
attached hereto and made a part hereof within the area described as "Entire
Premises".
TERM 4F USE
ART. 3.
To have and to hold the same far the term (subject to Art. 4
and Art. 30 hereof to commence on October 14, 2005 end to end on the 30th
day of September, 2008 at Midnight, unless sooner temninated as herein
provided, and for any exercised option periods as specified in ART. 32 hereof,
Said Premises to be used as~a Restaurant, Bar or Nightclub car for any other
lawful purpose approved by landlord in writing, whose approval will not be
unre~sflnably withheld, end except as specificaAy limited in Article 11 hereof.
POSSESSION
ART. 4.
The Tenant accepts the building, improvements, and
mechanical systems in the Premises in their present condition. The Tenant
agrees #a deliver to the Landlord physical possession of the Premiss, upan the
termination of the term hereof, or any e~~nsions thereof, free and clear of a!I
tenants and occupants and the rights of either, in goad condition, reasonable
wear and tear excepted. Tenant shall keep the Premises clean at its awn
expense, and. will remove all refuse from the Premises. Tenant shall not burn any
materials or rubbish of any description upon the Premises. Tenant agrees to
'
',
keep ali accumulated rubbish in covered containers and to have same removed
regularly. In the event Tenant fails to keep the Premises and other partians
heretofore described in the proper conch#ion Landlord may cause the same to be
done fir and on account of Tenant and Tenant hereby agrees to pay the
expense thereof on demand as additional rent.
RENTAL
The Tenant agrees to pay to the landlord the guaranteed
ART. 5.
annual rental without prior demand, in equal monthly installments based an the
rental schedule below, an the first day of each and every month during the term
hereof far the current calendar month, commencing Qctober 14, 2005; provided,
however that the monthly rental due and payable for the period Qctober 14, 2005
through Navemb~r 30, 2005 shall be $0 and the monthly rental for the month of
December 2005 shall be paid in advance on the date this lease is executed. The
aforesaid payments of rent are to b~ made to the landlord by delivery of the
funds to the Center Manager far AMF Country Lanes, 13307 San Pedro Avenue,
San Antonia, Texas, or to such other place as shall be dssignatec3 by Landlord in
writing ~t least ten (10)days prior to the next ensuing rent payment date.
RENTAL SCHEDULE
October 14, 2005 thru November 30, 2QQ5
December 1, 2005 thru September 30, 2006
$0 Mo,
-
Mo.
October 1, 2006 thru September.30,2Q07
Mo.
4ctaber 1, 2007 thru September 30, 2008
Ma.
If any monthly installment is not paid by the fifth (5~h) day after the due
date thereof, Tenant sha11 a4sa pay, in addition to the monthly rental installment,
a late fee equal to eve percent(5%)of such monthly rental installment.
T(TLE
The Landlord herein is oat the owner of the Premises but
ART. 6.
holds possession of same by virtue of the following lease agreement (herein
referred to as the "Overiease"}:
Sublease dated October 1, 1989 by and between ~.W. WOOLWORTM
as
CQ., landlord, hereinafter referred to as "Overlandlord" and AMF BAWLING
CENTERS, INC., as tenant, a facsimile of which shall be attached to this lease
far reference and other purposes relating to this lease.
The Tenant agrees that it will not dt (a~ suffer ~r permit to be done)
anything in or about the Premiss or in connection therewith which violates any
of the covenants made by the Landlord as tenant in said Overiease. Thy
Landlord agrees that the Tenant, upon paying the rent and performing all of the
covenants of this lease, may quietly hold and enjoy the Premises during the term
hereof, free from hindrance, car molestation by the Landlord, but subject however,
to the Overi~ase and all mortgages, liens, res#rictions end encumbrances
~ffecfiing said Premises.
The covenants of this lease shall not be binding uppn AMF BOWLING
CENTERS, INC. if it shall for any reasgn cease to be the holder of the said
Overlease, provided its successor assumes the obligations of Landlord under
this lease, including the covenant of quiet enjoyment.
AL.TERATlONS
The Tenant agrees that it will not without first obtaining the
ART.7.
written consent of the Landlord make any structural or non-structural changes to
the Premises. The Tenant agrees to pay the entire cos# of all prior approved
changes and alterations. landlord hereby agrees that consent for Tenant to
make alteratian~ shall not be unreasonably withheld. In addition, Tenant hereby
agrees to invest at least $10x,000 in refurbishments to the Premises within the
initial ninety {90) days of the term of the lease, and to prompt{y thereafter provide
Landlord with copies of ail paid invflices and lien releases applicable to the
associated refurbishments. Tenant shall not finance the cost of any such
refurbishmen#with any third party debt se~ur~d by the Premises or any relaked
refurbishments.
The Tenant agrees that a{I changes and alterations made by it to the
Premises shall be made in a good and workmaniik~ manner in accordance with
plans and specifcatians submitted to and approved by Landlord, and in
cornpfiance wi#h all federal, state ar municipal laws and ordinances and the rules
and regulations of any department ar division thereof. The Tenant also agrees
that prior to the making of any changes or alterations to the Premises, i#will
procure at its own expense and maintain and keep in farce: Alterations riders nn
the public liability insurance policies described in ART. 14 he~eaf protecting khe
Landlord against loss or liability during the making of such changes or
alterations.
In the event tha#(x)the total cast of any alterations to be performed at any
time exceeds $10,ODO.QO and (y)such alterations are being perf~armed by third
parties (rather than persons assaciatad with Tenant}, Tenant shall provide
Landlord with either lien releases evidencing payment of aA work performed on ~
monthEy basis for all waric p~rfarmed during such moo#h or a completion band
payable in the event of defaul# to AMF Bowling. Centers, Inc, in an amount equal
to the cast of the changes or alterations from a bonding company fit~nsed by the
State of Texas ar~d acceptable to Landlord. Any such completion band sha11 be
delivered to the Landlord prior to the commencement of any changes or
alterations to the Premiss.
REMOVAL QF CHATTELS
in the event the Tenant shall not be in default under the

AR7. 8.
terms and provisions of this lease, the Tenant may, prior to the termination
fihereof, remove the T~nanfi's chattels, fixtures and personal praperry from the
Premises provided that the Tenant shalt immediately repair, at Tenant's sole
expense, any and all damage done to the Premises by such removal.
COMPLIANCE FC3R TENANT'S ACCOUNT
Anything herein contained to the contrary notwithstanding,
ART. 9.
the Tenant agrees that if the Tenant shall be in default in perfa~rning any of the
terms, covenants, conditions ar provisions of this lease on the Tenant's part to
be performed, except the covenant concerning the p~yrnent of rent, and if the
Tenant shall not have cured such default within thirty (30)days after receipt of
written nokice from #h~ Landlord, the Landlprd, if it so elects, may inter the
Premises for the purpose of performing the same for the account of the Tsnant
and any amount paid or expenses or liabilities incurred by the Landlord in the
performance of same, shall be deemed additional rent and shall be paid by the
Tenant to the landlord on the first day of the following calendar monfih.
UTILITIES
landlord agrees to provide, at its sole expense, all utility
ART. 10.
services used on the Premises: Utilities to be only water, electric and ar gas.,
The foregoing notwithstanding, any interruption. in utility service shalt not.
constitute an eviction or disturbance of the Tenant's quiet enjoyment of the
Premises and, unless the game results frgm Landlord's negligence ar intentional
act, no damages ar rent abatement shall be due Tenant from Landlord.
ASSIGNMENTS SUBLETTING DISCONTINUANCE QF OPERATION
Thy Tenant shall not assign, sublease, mortgage, pledge, or
AFtT. 11.
encumber this lease without the prior written consen# of the Land{ord, which
consent, in the case of any proposed sublease, shall not be unreasonably
withheld. !n the event that Tenant wishes to sublease the Premises, Tenant
shall, in connection with its request for Landlord's consent, provide Landlord with
a copy of any such prraposed sublease, copies of all related financial and credit
informatiari regarding the proposed sublessee and copies a#any and alt
additional info~matic~n reasonably requested by Landlord; provided, however, that
Tenant may redact the rental figures from any such copy of the sublease. The
foregoing notwithstanding, the Landlord will permit tl~e sublease of the Premises
to a aQrporation awned entirely by, or under the sole control of, the Tenant.
The Tenant agrees that the value of the Premises and the reputation of
the Landlord and.Overlandlard wip be seriously injured if the Premises are used
far abscet~e or pornographic purposes ar any sort of cammer~ial sex
establishment. The Tenant agrees that Tenant will not bring or. permit any
obscene or pornographic mate~ia! on the Premises, and shall not permit ar
conduct any obscene, nude, or semi-nude live performances on the Premises,

nor permit use of the Premises for nude modeling, rap sessions, or as a sa
coifed rubber goods shop or as a sex club of any earl of as a "massage parlor".
The Tenant agrees furthEr that the Yenant will not permit any of these uses by
any sublessee ar assignee of the Premises. This Article shall directly bind any
successors in interest to the Tenant. Tenant agrees that if at any time Tenant
violates any of the provisions of this Article, such violation shall be deemed a
breach of a substantial obligation of the terms of this lease and objectionable
conduct. Pornographic material is defined far purposes of this Article as any
wr~t#en or pictorial matter with prurient appeal or any objects ar instruments that
are primarily at materially concerned with I~wd or prurient sexual activity.
Notwithstanding any subletting or assignment, Tenant shall remain liable
performance of all the terms, covenants and conditions of this lease. In
the
for
addition, na such assignment or sublease will relieve any guarantor of this lease
from any liability under such guaranty.
REPAIRS
ART. 12.
Tenant shall, at its own cast and expense, keep and
maintain the Premises and appurtenances thereto and every part thereof, in.goad order and.repair except partipns of the Premises to be repaired by Landlard~~
pursuant to this Article 12: Wi#hout Limiting the foregoing, 7~nant agrees to keep
all interior fixtures, ~lu~m~, walls and lighting in good order and repair, and
Tenant shall be liable for any damage tQ such sys#ems. Tenant agrees to return
the Premises to landlord at the expiration or sooner termination of this lease in
as good condition and repair as when first received, reasonable wear and tear,
and damage by fire or other insurable casualty axcepisd. All damage or injury to
the Premises or the building, or the common area, caused by the act ~f
negligence of Tenant, his agents, employees, licensees, invites or by visitors
shall be promptly repaired by Tenant, at its sale cast and expense and to the
satisfaction of Landlord. Landlord may make such repairs which are not promptly
made by Tenant and charge Tenant for the cost thereof and Tenant hereby
agrees to pay such ~maunts on demand as additional rent hereunder. Yenant
shall have no right to make repairs at the expense of Landlord, or to deduct the
post thereof from the rent due hereunder.
The Landlord agrees to maintain and pay for(a)al! repairs, structural or
otherwise, to the exterior of the Premises, identified as being exterior walls,
rooftop HVAC equipment, parking lot, curbs, sidewalks and alleys.
Notwithstanding the above, the Tenant agrees to make and pay fpr
interior or exterior repairs resulting from alterations ar improvements made to the
Premises by Tenant.
DAMAGE BY FIRE
The Tenant agrees that if the building for the Premises ar
ART. 13.
the building of which the Premises are a part is damaged ar destroyed by fire or
through any ether cause, to immediately notit'y the Landlord of such damage or
destruction.
In the event the Landlord does not exercise its option to cancel and
terminate this Lease as herein prpvided, the Landlord agrees to take appropriate
action t4 require the Overlandlord #o comply with the provisions of ART. 13 of
said Overlease at Overlandlord's own cos# and expense and there shall be an
abatement of rent during the same period and in the same proportion as the
abatement of rent realized by the Landlord pursuant to the provision of ART. 13
of the Overlease.
It is specifically und~rstoad that the Landlord shall have na abligation
whatsoever #a restore the building far the Premises or the buildirt~ of which the
Premises are a dart end that the Landlord's obligations in this respect are
resfiric#ed solely to taking the appropriate action referred to in the preceding

paragraph of this ART. 13. Furkhermore, notwithstanding anything in this ART.
13 to the contrary wi#hstanding, the Landlord may, in the event that Landlord
determines, in its sale discretion, that the cast of restoring or repairing any such
damages are material, terminate #his lease by giving written notice to Tenant, in
which event the lease wiA terminate ar~d neither party will have any futher
liabili#y #o one another under this lease.
furthermore, Tenanfi agrees that in the event of damage or destruction by
cause of Tenant's leasehold improvements, Landlord shall have no
other
fire or
obligation to repair ar restore said leasehold improvements and Tenant agrees #o
maintain insurance coverage on such leasehold improvements and to repair or
restore same in the event of damage by fire or other cause.
INDEMNITY.
The Tenant during the term hereof shall indemnify and save
AFtT. 14.
and
the
Premises free and harmless from and against any and III
the Landlord
claims and demands whether fof in}uries to pr~rsans and/ar {oss of life, ar
damage to property, arising out of the use and occupancy of the Premises by the
Tenant or by any person or persons holding under the Tenon#, excepting
however such claims and demands whether for injuries to persons nr loss of life
ar damage to property caused by acts or omissions of the Landlord.
The Landlord during the term hereof shall indemnify and save harmless
the Tenant and its licensees from and against any and all claims and demands
whether for injuries to persons or loss of life or damage to properly, arising out of
acts or omissions of the Landlord.
The Tenant agrees that it will obtain and maintain in full force and effect
throughout the term of this lease, public liability insurance with limits of not less
thin $2,000,QQQ.00 with respect to p~rsanal injuries end loss of life, and
$500,OOQ with respect to property damage, all such policies to cant~in ~n
endorsement insuring the Tenant's contractual liability to the Landlord as set
forth in the preceding paragraphs and an endorsement waiving the insurer's right
of subrogation against the Landlord. The Tenant further agrees that i# shall
deliver to the Landlord a rcrtific~te of the insuring company certifying the above
described insurance is in full force and effect prior to the commencement date a#
this lease and thereafter on an annual basis no later than January 15 of each
year of the term.
REGULATtf3NS
If any federal, state or municipal government or any
ART. 15.
or
division
thereof shall condemn the Premises or any part thereof
department
as unsafe ar as.not in canforrnity with the taws and regulations relating to the
use, occupation and construatian thereof, or has grdered or required nr shall
hereafter order or require any rebuilding, alteration or repair thereof or
instaliaticins therein, Landlord agrees to take appropriate action when so
requested by the Tenant in writing to require the Overlandlord at the
4verlandlord's own cost and expense to rebuild or make such alterations,
installations and repairs as may be necessary to comply with such laws, orders
or requirements. If by reason of such laws, orders ar requirements yr work done
by the Overlandlard in connection therewith, the Tenant or its licensees are
deprived of the use of the Premises, Tenant's rent shall abate during the same
period and in the same proportion as the abatement of rent realized by Landlord
pursuant to the provisions of ART. 15 of the Overlease. If, however, such
condemnation, order or request as in this Ar#icle set forth shall be the result of
some unusual use of the P~ernises by the ~'enant or its licensees, the Tenant
shall comply with such order or requirement within the Premises at its own cost
and expense and no abatement of rent shall be granted.
EMINENT DC}MAIN
ART. IS.
In the event III of the Premises shall be appropriated or
taken under the.power of eminent domain by any public orquasi-public authority,
this lease shall terminate and expire as of tha date of such taking and the
Landlord and Tenant shall xhereupon be released from any further liability
hereunder otherwise arising from and after the date of such taking.
In the event part of the Premises shall be a~prnpriat~d or taken under the
power of eminent domain by any public orquasi-public authority, the Tenant
shall hive the right to cancel and terminate this lease as of the date of such
taking upon giving #o the Landlord notice in writing of such election within twenty
(20j days after the receipt by the Tenant from the landlord of written notice #hats
said Premises have been so appropriated or taken. In the event of such
cancellation the Tenant ahail thereupon be released from zany further liability
under this lease. The Landlord agrees immediately after any appropriation or
taking to give to the Tenant notice in writing thereof.

If a portion of the Premises shall have been appropriated ar taken and if
this lease shall +continue, then in that event, the Landlord agrees to take
appropriate action when sa requested by tt~e Tenant in writing to require the
Ove~landlo~d at the Qveriandlard's own cost and expense, to immediateiy restore
the building on the land remaining to a complete unit of like quality and character
as existed prior to such appropriation ar taking. Tenant's rent shall abate during
the same period and in #h~ same proportion as the abatement of rent realized by
Landlord pursuant to the provisions of Art. 16 of the Overlease.
DEFAULT
ART. 17.
Each of the following shall be deemed a default and a
(a)the filing of a petition by Qr against the Tenant for
this
lease:
breach of
adjudication as a bankrupt or insolvent;(b)the undertaking of any action far the
dissolution or liquidation of the Tenant, whether instituted by or against the
Tenant;(c)the making by the Tenant of an assignment for the benefit of
creditors;(d)abandonment of the Premises and a failure to maintain and repair
the Premiss as required by this lease;(e)failure to perform any covenant
(except the covenant cpnceming the payment of rent) or condition of this lease
on the part of the Tenant to be pertormed and if such default continues for a
period of thirty (30) days after notice in writing cif the existence ref such d~feult
shall be given by the Landlord to the Tenant; (fl failure by the Tenant to pay
within five (5)days after written demand by landlord, any rent or other sum nr
sums ascertainable and payable to the landlord under the terms of this lease;
(g) passage of this lase by operation of I~w to any person or persons o#her than
the Tenant;(h) appointment of a receiver or trustee for the Tenant's property if
such receiver ar tr~~te~ shall not be discharged within thirty (~0) days after his
appointment.
NOTICE OF TERMINATION
ART. 1$.
In the event of any such default on the part of the Tenant,
this lease may be terminated by the, Landlord at any time thereafter by giving to
the Tenant not less than eve(5) days notice in writing of its intention to terminate
this lease. Upon the date specified in such notice of termination, this lease and
the term hereof shall expire and came tQ an end in the same manner end to the
same extent as if such date wire the date herein provided far the expiration of
the term ot'this (ease. Such right of termination shall b~ in addition to any other
rights and remedies of the Landlord under the provisions of thjs lease or
otherwise available to Landlord under applicable law. An elec#ion by Landlord to
pursue any one or more right ar remedy shall not constitute an election by
Landlord to pursue such remedy to the ~xclusian of, or as a waiver of the right to
pucsu~, any other right or remedy.
If the basis of such notice shall b~ solely tha failure of the Tenant to make
repairs, alterations or changes in or to the Premises, and if within the thirty(30)
day period specified by ART. 17(e) hereof, the Tenant shall have commenced
but shall not have completed such repairs, alterations ar changes, the Landlord
will not, while the Tenant is diligently engaged in making said repairs, alterations
ar changes, give to the Tenant notice terminating this lease, as provided for in
this Article, unless Tenant's default may result in the ternninatinn of the
4verlease or subject the Landlord to a fine or penally.
RIGHT t~F ENTRY
In the event of a default on the part of the Tenant pursuant

ART. 19.
to the provisions of ART. 17 hereof, the Landlord or its agent, servants or
representatives, may imm~di~tely nr at any time thereafter, re-enter the
Premises by 1àrGe, summary proGe~dings, or otherwise and receive possession
of said Premiss and remove all persons and property therefrom, without being
liable far prosecution therefor, and the Tenant hereby expressly waives the
service of any notice in writing of intention to re-enter: No re-entry by the
Landlord shall be deemed an acceptance of a surrender of this lease.
REL~TTING AFTER TENANT`S D~~AUL.T
fn the event of a default on the part of the Tenant, the
ART. 20.
Tenant agrees that in addition to any other rights and remedies of the Landlord
under the provisions of #his lease, the Landlord may, but shall not be required to
do so, r~tet the Pr~mis~s or any part thereaf(with or without terminating this
lease and/or #aking possession of said Premises by court ac#ion ar otherwise)
either in the name of the Landlord or otherwise, at such rent as it may deem
reasonable and for a term which may, in the discretion of the Landlord, extend
beyond the term of this lease, and in connection with such reletting may alter and
change the Premises to the exkent which may be ner,,essary to suit the needs
and requirements of the new tenant, and the Tenant expressly agrees to pay as
liquidated damage for the breach of the covenants contained in this lease an
amount not to exceed the differences between the rent reserved and the rent
collected and received, if any, by the Landlord (less all expenses of every kind of
the Landlord in connection with altering, repairing and reletting the Premises)
during the remainder of the term of this lease. Such difference or deficiency
between the rent herein reserved and the rent collected shall be due and
payable in monthly payments during the term of this lease as the amount of such
difference or deficiency shall tram time to time be ascertained.
NOTICES
Wherever in this lease it shall be required or p~rmitt~d that
ART. 21.
notice ar demand be given car served by either party to this lease to or on the
other, such notice ar demand shat! be given and served and shat! not be deemed
to have been duly given and served unless in writing and forwarded by cert~ed
ma9l, and addressed as follows:
TO THE I,.ANDL4RD
8100 AMF Drive
~'
Mechanicsville, VA 2311 ~
Attention: Vice-President -Rea{ Estate
TO THE TENANT:
Samuel Panchevre
16 Carriage Hills
San Antonio, Texas 78257
Such address may bE changed from time to fiime by either party by
serving notices as above provided.
WAIVER
ART. 22.
by the Landlord.
No defaults shall be deemed waived unless in writing signed
The failure of the Landlord to insist upon a strict performance ~f any of the
terms, covenants and conditions Herein, shall nat be d~~med a waiver of any
rights or remedies thy# the landlord may have, and shaA nofi be deemed a
waiver of a subsequent breach or default in the term$, covenants and conditions
h~r~in contained. This instrument may not be changed, modified or discharged
orally.
GENERAL PROVISIONS
This tease is and shall b~ considered to be the only
ART. 23.
agreement ~etwe~n tha parties h~rsto. All negotiations and oral agreements
acceptable #a both parties are included herein.
!t is further agreed between the parties hereto that the signing of this
lease by the Tenant dogs not constitute a complete transaction until such time as
this lease s~rall have been accepted by the Landlord, and executed by its proper
officer$.
The captions of this lease are fpr convenience only and are not ~ part ofi
this lease and da not in any way limit car amplify the terms and provisions of this
lease,
1f more than one person or corporation is named as Tenant ire this tease
and executes the same as such, then and in such event, the ward "Tenant"
wherever used in this lease, is intended to r~f~r to a!I such persons or
corporations, and the liability of such persons or corporations for compliance with
and performance of all ofi the terms, covenants and provisions of this lease shall
be joint and scveraf.

The Landlord and Tenant agree that all the provisions hereof are to be
construed as covenants and agreements as though the words importing such
'~~.
covenants and agreements wars used in each separate paragraph hereof, and
that all of the provisions hereof shalt bind and inure to the benefit of the parties
hereto, and their respective heirs, legal representatives, successors and assigns.
The Tenant agrees that under aA circumstances where the averlandlord
shall be required to perfocrn any obligation under the Overlease and the i.andfard
his agreed in this lease to take appropriate action to require the Overlandlord so
to do, the Landlord shall be en#itled to a reasonable time within which to require
the Overlandlord to perform such obligation.
No diminution or abatement of rent, or other compensation, shall be
claimed or allowed for inconvenience, discomfort or interruption of business
arising from the making of repairs or improvements to the building or far any
space fiaken to comply with any law, a~dinance or order of a governmental
authority, except as elsewhere herein specifically provided.
The Tenant waives all rights to redeem under any law of the State of
Texas which is now in effect or may hereafter be enacted or enforced.
The rights given to the Landlord herein are in addition to any rights that
may be given to the Landlord by any statute nr otherwise.
The Tenant agrees that the Landlord and its agents and employees may
during reasonable business hours enter into and upon the Premises far the
purpose of inspecting same, or for the purpose of sale or within six (6) months
prior to the expiration of the term hereof or any ex#ension thereof for the purpose
of rental. During the six (6) months prior to the expiration of the term hereof, the
Tenant agrees that the usual notices "For Sale" and "To Let" may be placed and
remain unmolested in a conspicuous place upon the exterior of the Premises.
Anything in this Isase to the contrary notwiths#anding, the Tenant agrees
that it will not use, suffer or permit to be used, the Premises ar any part thereof in
violation of any restrictions affecting the Premises and now in farce.
The Landlord shall not be liable far any failure of water supply or electric
current, nor far injury or damage fio person or property caused by or resulting
from s#eam, gas, el~:ctric, water, rain ar snow, which may teak or flow from any
part of the building on the Premises or the building of which the Premises are a
part, or from pipes, appliances Ar plumbing work of the same, or from the street
or sub-surface or from any other place, nor far interference with light or ether
than the Landlord, or caused by aperati4ns by or for any governmental or quasigovernmental authority in construction of any public orquasi-public work; the
Landlord shall na# be liable for any {atent defect in said building.
MECHANIC'S LIEN
The landlord shall not be liable for any labor or materials
ART, 24.
furnished to the Tenant and. no mechanic's or okhers lien far such labor and
materials shall attach to or affect the Premises or the interest of the ~.andtord
therein. Whenever and as often as any such lien shag have been flied against
the Premises, the Tenant shall forthwith remove or satisfy the same by bonding,
deposit or payment and in default thereof #or ten {1q) days after no#ice to the
Tenant, the Landlord may pay the amount of such mechanic's lien or discharge
the same by bond or deposit and the amount so paid ar deposited together with
interest at the rate of twelve(12%)percent per annum shall be deemed
additional rent due herEUnder and payable on the date when the next installment
of rent shall become due.
COMMQN FACILITIES
Ths license given hereunder to Tenant to use the Camman
ART, 25.
Facilities her~inabave described shall not be deemed tv grant or convey to
Tenant any rights, easements or interest (other than a bare license to use) said
Common Facifitiss.
Landlord agrees to take appropriate action when sa requested by the >
:Tenant~in writing~to'regaire~the Overlandlard,to maintain.al! of.said Common
Facilities in good and_usable.condi#ion, free and clear of ice, snow and debris ,
and adequately lighted afi all times when Tenant is'open for business,.without
any eMarge or cost for such use by Tenant.
REAL ESTATE COMMISSIONS
k.andlard and Tenant each hereby represent, acknowledge
ART. 26.
and ag~e~ that it has dealt with no person or party in connection with this lease
and neither of them owes any person or parry any rental commissions, brak~r
fees or related fees arising out of the negatiatian or consummation of this lease.
Tenant hereby indemnifies and holds l.andlard harmless from any claims relating
to any incorrectness or inaccuracy in the representation made by Tenant in the
preceding sentence and Landlord hereby indemnifies and holds Tenant
harmless #rom any Claims relating to any incorrectness ar inaccuracy in the
representation made by Landlord in the preceding sentence.
OCCUPANCY AND RENTAL.TAXES
Tenant hereby ogress to pay all excise, sales, use,
ART. 27.
transaction or privilege taxes ar similar taxes hawev~r named, which may be
levied, whefher against Lardlard, (~verlandlord or Tenant, by any govt~rnment or
governmental agency upon the rental payable under this lease, Tenant's
occupancy of the Premises ar the privilege of Tenant to conduct business in the
Premises.
REAL ESTATE TAXES
Landlord shall be responsible fpr a!I payrnen#s regarding real
ART.28.
estate taxes far the Premises.
SIGNS
Tenant will not place or suffer to be placed ar maintained on
ART. 29.
any exterior door, wall or window of the Premises any sign, awning or canopy of
advertising matter or other thing of any kind, and will not place or maintain any
decoration, lettering or advertising matter an the glass of any window or door of
the.Premises without fist obtaining Landlord's prior written approval and aansent
in each instance, Tenant further agrees to maintain any such sign, awning
canopy, decoration, Lettering and advertising matter in goad condition at all
times. Good condition as herein used shall include, without limitation, painting,
replacing lighting and such repairs and improvements as shall meet l.andlard's
specifications. All signs shalt be subject to Landlord's approval and Landlord
agrees that said approval shall nat be unreasonably withheld. Tenant, at
Tenant's sole expense, shall be allowed to place and maintain a lighted sign on
the pylon sign for the center, subject #o the provisions above, with no additional
charges for said privilege.
CONTINGENCIES
Landlord's and Tenant's obligations under this lease
ART. 34.
agreement shall be contingent on the Tenant securing al! business and liquor
licenses by January 1, 2Q06. Should Tenant not secure said licenses, then
Tenant shall have the unilateral right to terminate the Sublease and landlord
shall than return Tenant's Security Deposit and the December cent payment.
SECURITY DEPOSIT
No later than the date this lease is executed, Tenant shall
ART. 31.
a
deliver to l.andlard security deposit(the "Security Deposit") in the amount of
?~as security far the
to
be performed by
lease
this
of
prov~~ian
e
of
every
full and faithful performanc
to the advance
addition
be
in
shall
deposit
Tenant. The payment pf the security
is executed. If
this
lease
date
paid
the
on
payment of the December 2005 rental
in its sole
Landlord
of
Tenant defaults with respect to any provisions this lease,
Qeposit
Security
discretion may elect to use, apply or retain a{I or any part of the
for the payment of any rent nr any other sum in default, ar for the payment of any
other amount which Landlord may spend or become obligated to spend by
reason of Tenant's defaul# or to compensate Landlgrd for any other loss ar
damage which Landlord may suffer by reason of Tenant's default. Said Security
Deposi# shah be in the form of cash; Landlord shall not be liable to Tenant far
interest accruing;to or earned by such deposit. If Tenant shall fully and faithfully
perform each provision of this lease to be performed by it, the Security Deposit
or any unused balance thereof shall be returned to Tenant at the expiration of
the lease term and upon Tenant's vacating the Premises. Providing Tenant has
of the Security Deposit shall

not defaulted on any of the lease terms,
resulting in a new Security
payment
rent
monthly
2006
r's
to
Decembe
be applied
Deposit balance of
RENEWAL QPTtON
Provided Tenant is not in default on any of the t~~ ~~nd
ART. 32.
conditions af.this lease at the expiration of the original term of the rase,
Landlord hereby grants Tenant the option t4 renew this agreement far two(2)
option periods. The first option period for a three (3) year period {October 1,
2008 through September 3p, 2011) under the same terms and Condit+ans as
per
contained herein, exr,~pt that the monthSv rental amount shall be at ~
Qption
second
the
for
per month
month for the first year of.the option,
per month for the infra option year. Thy second option period ,
year, and
for a firvo(2) year eight($) month period (October 1, 2011 through May 31, 2014)
under the same terms and conditions as contained herein, except that the
per month for the first year of the
monthly rental amount shall be at
per month
year, and :
option
second
per month for the
option,
by certified
Landlord
notify
shall
Tenant
for final months of said option year
then
of
the
n
signed receipt mail no later than 6 months prior to the expiratio
present lease term of the Tenant's intent to exerc+se the option.
I_ANDLQRD FIXTURES AND EQUIPMENT
Exhibit"C", attached hereto, contains a complete list of all
ART. 3~.
fixtures and equipment that are the sole properly of the Landlord and shall be left
for Tenant's use during the term of #his lease. All items are defiver~d in "as is"
condition without warranty from landlord and are accepted and received by
Tenant in that condition and shall be returned to Landlord in goad working order
upon lease termination. Tenon# shall be responsible far all equipment
maintenance during the term of this lease.
IN WITNESS WHEREOF,the Landlord and Tenant have duly executed
and affixed their respective seals to this sublease on the day and year first
abave~written.
AMF 8(3WLING
TERS , tN .
6Y:
f~~~
STATE OF ~ii'~ S
CITYl~OUNTY C?F
~.P a~.~ t~
_ _-- ----
On the ~day of ~G t~j'1~n.~.,, 2005, before me a Notary Public in and

fort of r~said 'u~isdictian, the undersigned a~cer, personally appeared
,who
r
yam' ~~~.s~.2~c..
__!
ack owiedg~d himself to be the,.,,_lr~c~Q..,r~~r.~~~'~,.T..~,~- of Metropolis, Inc., a
~~'rk~_ aarporatian, and that he as such officer, being authorized to da
the foregoing instrument for tMe purposes therein contained by
executed
sa,
signing the name pf the corporation by himself as ~~?~~,P ~v 7~
In witness whereof, I hereunto set my hand and official seal.
~~~~ ~~ ~U
Notary Public
~"~
My commission expires: ~:-~U -~~
CARMAN D. Vl~RA
~~~
-~
My Lamm,~xp. Oa,90.2A09
STATE O~ VIRGINIA
COUNTY OF HANOVER
On the ,~,day of ~~~e+,~., X005, before me a Notary ~'ublic in and
for the aforesaid jurisdiction, the undersigned officer, personally appeared Mark
S. Hatcher, who acknowledged himself to ba the Vice President of Real Estate of
AMF Bowling Centers, Inc., a Virginia corporation, and that he as such officer,
being authorized to do so, executed the foregoing instrument far the purposes
therein cgntained by signing the name of the corporation by himself as Vice
Pr~;sident of Real Estate.
In witness whereof, l hereunto set my hand and fficial seal,
Notary Public
My commission'expires: y~~~ o ~ Q~
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LAND~.ORD:
AMF 64WLING CENTERS, INC.
TENANT:
JYE YMAS, LLC
LOCATION:
13307-A SAN P~DRO AVM.

SAN ANTUNIO, TEXAS
LANDLORD ~IXTUR~S ANO EQUIPMENT;

1.
Approx. 6' x 1 ~' combination walk-in freezer/refrigerator;
2.
Large kitchen vent hood with ANSUI. SYSTEM;
3.
fifty (50) gallon electric hot water heater.
#582724 v2
D15832.02927
.l~ ~.i ~+.i I"Y I..7 ~.~.I .~.~.~r~.~ A:d~ 4.7 R 0.1
l~andlo~~d:
AMF I~C~VilLif~(~ C~~I~rE.R~, IN(;.,
a Virginia cc~rp~ratiari,
'Ten~r~t:
Metropolis, inc. or as:~igi7~, e~/b/~ M~iroF~~li~,

a limited liabi6ity aarr~p~~~y, orq~i~iz~d end ~xistin~ under
fhe ~t~fe cif Tex~~
Premises:
13~U7-A San ~~~~dro Avenue, ~ar7 ~i7tania, Texas 7 216,

as mare particularly de~cril~ed in {~~~t.i~l~ ~ cafi the ~uiale~s~ ~gr~ement
This Sublease Cxt~n~ir~ i~ made tr7iti> `;~.:..~*~~~day of Aprii, 20 4, by end b~twe~n

Landlord, having its prin~i~a~l ~lac~ of k~usir~~sa ~t.7313 Bell C:r~~k Road,
CViechanicsvi~l~, Uir~ir~ia 2~1 ~ 1, anCi T~n~nt, l~~vi~~g its ~rin~ip~l }al~ce afi business ~s
that of tr~~ F~r~ml~~s mer7tiori~d above.
L~ndlc~rd ~r~d Tenant entered into a ~ul~l~ase l~gr~~m~nt (thy "Ar~r~ement")
dat~c~ a~taber ~4, 2 05, whereby (~andic~rc~ s~iial~~~c~ci tale above c~ption~d F'ramisss to
Tenant fircam t7~taber 14, 2(705 tp a~ptemk~~i- 3Q, 20U~, ~r~d a~f~red two.(2) renewal
options th~r~aft~;r.
T~n~r,~ exercised bath r~n~v~~al options, 4vith the last. renewal term due ~o expiry
~i1 May ~1, 201 (the "Expiration (~~te").
During T~n~nt'~ 1~~~~hold pc~ss~ssic~n cif tr~c~ Pr~:mises, Tenn# assigr~ed ifi~
ii~~er~st in and ~o the Ar~r ~m~nt, witr~ Landlord's cr~~7s~r~fi, tc~ f~io Uer~tures, l~t~l,, a
Texas limited parknership, fc~r ~r term that rc~rnrn~~n~c~~l ar7 F~~ruuary 1, ~QU7 end will
terrrr~in~te on the ~xpir~tion Date,
Upe~n tt~~ ~xpir~ti~n Date, L~ndiord end Tenant ~r~ mutually desirous of
extendinr~ tr~~ Ac~~~~~m~nf thraug}i ~ definik~ t~rn~i r7~i~~ir7~i't~r prt~vided.
Thy F~~i~i~s herby re~t~t~, ratify ~nc~ r~r~~iri~n the terms end cai~ditians of the
Agreement, ~ncfi all terms ~n<~ cor~~iitior7s of s~ir~ Ac~rCa~;rne~tlt, riot inc~n~ist~nt h~r~with,
are incar}aaraf~d i-lGreir7.
NQW THERE ~I~~, in consideratic,r~ cf ti~~ mutu~i prorni~r-;s of the parti~~
herein, it is understood ~nci ~~reed ~,s ~alia~vs:
~. Terrn: The terra of the F~gr~~m~nt shah b~ ar~d is h~rek~y extended ~a that the
terra sh~li cr~mr~~nc~ on Jur~~ 1, ~01~t end ex~ir~ on Mai 39, 2C~1~.
r1Mr-Mciropoliti,C?;t:Gnsion c.~i Stiblt~ase
Z. ~ter~t: ~"he r~r}t fc~r tf7~ ext~nc~~,d t~n~r7 shall b~ ~s fc~(Iaw~:

6/x/14 _-: 5/3'1/1
611116 ~- x/3'1117
~al1/17 5l~'111 ~3
G/1/18 5/31119
per rrj~i7th
F~~r man#h
~~r ~~rrc~ntk,
per r7ior~th,
wf~ich ~T~en~nt agrees to pay without prior demand, in equal r`nanthly

inst~Um~nts on the first day ~f ~~~h K~nr~ ~v~ry mc~ntf~ during tt~e tairn.
3, G~n~r~l ~'ravi~i~n: Tenant or' its ~ubt~n~ant, if any ii7 place during the Term,
a~r~~ to r~;r~r~oue all fir~sh, litter ~ncl debris from th~f ~~rti~n ref the perking Iqt
identified by the crags-hatched area <~~ rn~r~ particularly spawn on exhibit
,~A" which is ~tt~cf7~d tl~reta ar~c~ m~d~~ ~ part herc~af. Such trash, Jitter end
debris sh~il lie ren~ov~d from the ~'r~mi~~s ~t the ~nc~ t~f each end every night
that T~n~nt car subtenant, if ai7y in place during tl~~ ~f~~m, condGicts business.
tSign~tur~s ~ Nr~tary hlocks Cantinca~;r~ rare r~~xt twcr (2) ~ac~~s.)
r1MF~-Ivlctrc:ipc~lis,1:?xiLrisia~7 ot'tiul7lersse
`?0(:)>, h~~
~1.I1 atJ~t~~~ t~~'i~~5 4~r~c1 cc~i~~li~.ic~a~~s c~i'ti7~ ~~u~~l~asc d~~l~Gl ~.>ctola~r lei,
tl~e C~~~r~1
~.incl t~F~t~~~~z'~ I..,4x~~~llc~d at~c3 "!'c~ll~llll. 5}1~1~I #'c'fll~lfll 111 Dull I:c:sice ~Lr~GI e~~~tcact 1c~r~
cif ~~~is uxte,.r~sic7r:~ c.>1~ ~~.~l~le~~5c~,
~~ncl
fiirst
~rf`fix~~i tlle;ir ~e:5~.~ec.ti~vc~ ~;c~~ls to C~a.is T:;xtcn; i<~i1 cif' ~~11~1~~~se> c>x~ t17.e d<~y a~~d ye~t~
]~! ~rVC~I"~I~~SS '.l,[:~.}~,CZI:(:.)~~, tl~e ia~~rrdlard ~na~i 'C"t;r~:l111 I1~iVtà Cllt~}r t~x~ctr~~c~
ab~~v~ wri~tc~~~.
F~N1.Z~~ I:3C)VJT..:7I~`Ca~ (::;-[;::NTC~-Z~Z~ I~NC".

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~Y1c~resaid
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~v}iv ~cl:no~~~,~led~~E~ci Iri~rr~~~f#' to 17~~ t~.l~~ 1'r4~ic~~nt c~1~ a~9_ctr~a~~c~ki5, InG~., <~ Ic~~t~; l~~nrierl itabitit~
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c~~~~~~,Y> ~iri~1 tl~~lt Eit;~ as s~ael~ aCr~;er, bc~ir~~ ~i~itl~nrirecl t cia s~~, c:xec.t~it~;cl tla~.:i'~~r~~~iri~
a~rnpany ~~y
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l~i~~isei('as l're.side~nl.
~(n ~~~it~~ugs th~;r4r.>i; I ~k~v~-~uiit~c~ ;.,4t r~~~~ l~ulr7~1 <<4~;:1 c~i:'Eici<al 5c~.tl
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t~AyCon~i~is5ian t:xpirws
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jtiri~cliclaon, tli~. tmcii~rsi~;r7ed o(fic;c~r> ~>~i <~~tit~:~ll~J <<t~I~~itccl ~fic~t~l~ `~
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il~~ f~t>~c~c~iai~Y ~~xtea~siaz~ c>l~ S~.~blc~s~~ !-c>r ~he; ~~~i, E~~~,trs Flie~~~i~~ c~~ni~7ined b~~ si~7.~~in~, i~hcx ~.~~~~rr4 ref' i.i~t~
litairtecl iit3l~tlity ocna~~~~~Sr E~~t~ l~rirr~s~ if as 1,,~ l? < ,( {)~~,-~ ~- ~ ~,_~,c- I.i.~ ~~itness th~~t=cif.: 1. herc~aa~tU ~;~:t ~a~~y }~~~tifc~ at~ci c~f~i~ic.is.~l :,e.,~J
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,~~,~~ .~..ANN S. C~AF3{~I~
't%r~~ l~'ciur~rSS.~ntt l x~.rir't;s:
~'a
iJatr~ry F~uL;lic
t:l ~;~,rnmanwczrith t~1 Virginia

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SURI.,[;AS~ AGItE~MENT
This SLJBLEASF ACrREI:;MFNT (this "Subtease")is cntcr~;d into on March 6, 2Q07 (the
"LE~ective Date"}, by and between M~trnpolis, Inc., a '~["exas corporation whose address is 16
Carriage Hills, San Axtonio, Texas 78257("Sublessor"), and Rio Ventures, Ltd., a Texas limited
partnership whose address is 1406 P4acock I-l~~ven, S~~ Antonio, Texas 7825~i("Sublcsse~").
1.
Demise and Description of Property:

Sublessor leases to Sublessee;, and Sublessee cases fr~rt~ Sublessa~r, the premises the
"Subleased Prerraises" or the "Premises") located a~ 13347' San Pedro Avenue, Suite ~1, San
Antonio, I3exar Courty, Texas ?8216.
~~F
"I"he term of this Sublease (thy "~ubica.5e 'I'Grna"} shall'acmmence-an~-Fe6ruary~L, 2QU7~~
"Sublease
Comrrisncement Ua#e"), and; ends on: May--3.1~, ~2014~(the "Sublease Termination
(the
Date"), But khis Sublease will terminate c;arlier its the event of a termination of the Sublease
Agreement dated Qct~ber '14, 2UOS (the "Base Lease"), betwee;n AMF Bawling Centers, Inc., a
Delaware corporation, as Landlord, and Sublessor, a.~ Tenant, leasing-the Premises.
3.
Regt:
During the term of this Suble~~e, Sublessee will pay Sublessor the same imontk~.ly rental
for the premises provided in il~e Main Lease, plus the sum of'C'wn '~'housand az~~ No/100 llo(lars
~$~,aoo:oo~.
~.
Use of P'remiscs:
i
Sublessee will' use the Premises only f'or the use permitted under the Base Lease (the
"Pexmitt~d Sublease Ilse").
5.
Assuznptxon A~reen~ent sxod Covea~nts:
Sublessee will cocn~ly with all of the provisions of the Base lease that are to be
(a)
performed by the Subiessar as "['errant during; tihe te~ra~ of this Sublease.
(b)
If the Base Lease is canceled or terminated before its expiration dafe and before
the expiration data and before the expiration date of this Sublea.5e ar any sxter~sions and
renewals, ar if the Base Lease is surrendered, whether voluntaxily, involuntaxily, ar by op~ratian
of law, Sublessee will, make full attornment to the Landlord for the balance of the term of this
Sublease, incladin~ an'y extensions and renewals, based on the same covenants Hnd conditlor~s of
this Sublease, so r~s to establish direct privity of estate a~ad contract between the Landlord and
Sublessee, with the same force as though this Sublease was originaf(y made directly from the
1
;,
Landlord to Sublessee. La~ldlord will tk~e~1 becatt~e the Landlord under this Sublease.
(c)
"I'he pravisinns of the ~3ase Lease, to the extent that they do nc~t canflici with
specific provisions o~ this Sublease, are fully incorporated intp this Sublease. Sublessee agrees
tc~ be bound to Sublessor by the I3as~ Lase end to assume toward Sublessor the same role a+r~d
perform all of the obligations and responsibilities that Sublessor by the Base .ease assumes
toward Landlord. The relationship between Sublessee and Sublessor under this Sublease is the
same as that hetwee.n Sut~lessnr and I.ardlard under the lase Lease,
6.
Sublessee x~rees to:
Sublease the Subleased Pce~x~ises for the Sublease Term begi~u~ing on the Subiea.~e
(a)
Commenccrnent Date arYCl ending on the Subleas~'Iùrmination Dale.
(b)
Pay the Sub)~ase Rent to Sublessor in advance ofthe first (l.s`) day ofeach month.
(c}
Vacate tl~e Subleased Premises and return all keys to the Subleased Premises an the
termination ofithis Subl~as~,
indemnify, dc;fend, and hold Sublessor harmless from and against any loss,
(d)
reasonable attorney's fees, court and other costs, or claims arising out of use of the Subleased
Premises or resulting from Sublessee's failuxe to comply with the Base Lease.
(e)
Maintain public liability insurance, with Sublessor named as an additional insured,
ar~d
far the purposes stated in the Base Lease.
in Che <unounts
Deliver certificates of insurance to Sublessor before the Sublease Commencement
(~
Cate and th~r~al~er on an annual ba.5is.
7.
Sublessee agrees not to:

(a)
Use the Subleased Premises ar ariy puzpose other than the Permitted Sublease Use.
(b)
Create.a,nuisance..,.,,
(c)
Interfere with ary ether tenant's narn~al business operations or Landlord's
management ofthe building; where the Pxen~ises atE located.
(d)
Permit any waste.
Use the Subleased Premises in any way that as extrahazaxdous, would increase
(e)
insurance premium.5, or would void ii~suraz~ce on fhc building where the Premises are located.
(~}
Allow a lien to be placed on the Subleased Peemises.

2
8.
Subtessar agrees to:
(a)
Permit and authorize Sublessee to assign this Sublease or suble~e any portion of the
subleased Premises i.n accordance with the tcrtx~s of Article L 1 of the Base Lease, pz~ovided
Sublessee is not in default an any of the tert~7s and conditions of this Sublease beyond any cure
period and so long as the entire unpaid principal balance of the Promissory Nnte of even. date
hereof in the principal sum of One Hundred Seventy Five and No/1Q0 Dollars ($175,OOd.00)
between Sublessor, as payee, and Sublessee, as maker, is paid in fi.(l.
(b)
Sublease ~la~ Subleased I're.m.ises tc~ Sublessee or the Subbase Terre.
(c)
Comply with Te7ant's obligations under tote Base T.,case.
(d}
Enforce C,andlord's obligations wider the Base Lease.
(e)
Base [.,ease.
9.
Make available to the Subleased Premises all services and rights provided under the
Sublessor aad Sublessee agree to tt~e folluwiag:
Defaults by Sublessee are {i) failing to pay timely the Sublease Rent,(ii) abandoning
(a)
or vacating a substantial portion of the Subleased 1'remis~s, end (iii) failing to comply within thirty
{3Q) days ai~er writte~~ G~oticc with any material provision of ~k14 .Base I.,eas~ ar Sublease other Than
the defaults set forth in (i) or {ii) above.
Sublessor's remedies for Sublessee's default are to (i) enter and take possession of
(b)
the Subleased Premises, after which Sublessor tray relet the Subleased Premises oza behalf of
Sublessee and receive the Sublease Rent directly by reason o~'the rel~ttin~, and Sublessee agrees to
reimburse Sublessor ~'ox any reasonable expenditures made in order to relet;(ii} enter the Subleased
Premises and perform Sublessee's obligations; and (iii} terminate this Sublease by written notice
and su4 far dac~na~;ss.
(c)
Sublesse~'s remedy for Sublcssor's dcCault is to sue for daia~a~es.
This Sublease is subordinate to the Base I..ease, a cagy of which Sublessee.

(d)
aeknawlec~ges as received.
Sublessor nay retai~~, destroy, or dispose of a~iy property ief~ in the Subleased
(e)
Arernises after the expiration of thicCy (30)days of the end of the Sublease Term.
(~
Sublessor has x+11 the rights of ~.,~uldlc>rcl under tlae Base L,cas~ as to Sublessee:,
(g}
If either party retains a.n attorney tc~ enforce this Sublease, the party prevailing in
litigation is entit{ed to xecov~r reasonable attt~rney's Cees and wurt and other costs.
10.
Base Rent Adjustment.
I'ursuart to the Fias~ L~as~.
Advertisement ofPremises. During the last thirty (30) days of khe Sublease Tez~rra,
11.
Sublcssar znay pt~.c~; k~ si~z~ o~~ t~xe ~'~en~ises adverti;~in~; th4 Pxe~x~ises far rert car sale.
l2.
RenewalOptian.
~'rovided Sublessee is not in defaulC on any of the terms and.
conditions of this Sublease beyond any cure period, Sublessee shall notify Sublessor in writing no
later tihan seven ('7) manChs prior to the expiration of tlae then present lease terns under the Base
Lease of S~blessee's desire to have Sublessor exercise the renewal optipz~ granted under Article 32
of the Base Lease, and Sublessor shall be required to exercise such option, ~n<i khe Sublease shall
continue in full force and effect for the term of the renewal option.
Asbestos. ~3uildin~s car structures lacateci on the Premises mad canta,in asbestos-containing
13.
material or presumed a.5bestos-containing material as defined by OSHA regulations. Sublessee has
inspected the Premises and coxiducted such tests and inspections as Sublessee deems necessary ~r
desirable. Sublessee will provide Sublessor with capzes ~f all such test results and inspections.
Sublessee will comply with all rules az~d re~;u.lati~ns relating to asbestos in per!'amning any
maintenance, housekeeping, construction, renovation, or remodeling of the Premises, and Sublessee
will bear all a~s~s xelated tc> removal and disposal of asbestos fxonn the Premises, only end so long
as such asbestos were directly and solely installed by Sublessee.
Security Deposit. Sublessee hereby agrees to pay to Sublessor a Security~De~osit~ in the
14.
aznour~fi of Ten Tk~ousand and No/140 l~ollars~($1~0;000:04); which shall b~ subjact to and
governed by the terms and conditions of Article 31 of the }base Leas.
Furniture and Fixtures. All furniture and fixtures and equipment placid in the
15.
Premises by Sublessee will rennain SUbIGSS~SS'S property, subject to Sublessor's ~i~ktts
provided by law. Sublessee may, when this SubteASe ~:xpires, remove the fi~rniture and fixtures if
removal is drone so as iYOt to damage the Premises.
Texas Law To Apply. "Phis Sublease will be construed under Texas law, and all
16.
obligations of the parties are performable in I3exar County, Texas.
Parties Bound. This Sublease will bind and inure to the benefit of the parties hereto and
17.
their respective heirs, executors, administrators, legal representatives, successors, and as'si~,~s
except as this Sublease otherwise specifies.
Legal Construction, If. arty anc ~r rnpre of the provisions of this Sublease is for any
1f~.
mason held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, ox
u~nenfc~rcc~bility will opt affect any other provision of this Sul~leasc, which will be canstrucd as if
it had never included the invalid, illebal, or utieni'orceable provision.
'phis Sublease constitutes the sole agreement of the
Prior Agreements Super~eded.
~9.
parties hereto anci supersedes any prior iu~dGrs~andzn~;s or written. ar oral agreements betw~c;n the
parties hereto respecting the subject matter.
Unless this Sublease provides otherwise, any notice, tender, or delivery to

Notice.
ZU,
be given. by either party to the other ~z~ay be effected by ~ersanal delivery in writing or try
registered or certified mail, posta~;~ ~r~paid, return reac:ipt rec~uestcd, and wit! be Cansyderccl
received as of the actual mailing.
Capitalized Terms. All capitalized terms not defined izi this Sublease shall have the
21.
meaning assigned Ca them in the Sass Lease.
(SICJNATC.TItES C7N "I'HE NEXT PAGE]
IN WI'T'NESS WHERECIF,the parties hereto have duly executed this Sublease as of the
Effective Date.
~;t7k3C,CSS4N:
M~"['ROPCi S,1NC
ray:
k~ ue
az~,e~
~:
~i-
~~
SU~#LESSCC:
LZ[O VENTURES,I.TD,
Fay:
Rio Club, L,L 's General Pt~rtnex
Hy:._..
Name:
~~i Grti-
/U Cam.
Title:
~Et.l~le~;s~~r,
Ivl~t~~a~~c>lis, [ric.
S~zhl~sse~::
lzic, Ve~atur~;5, C.,tci.
~.~ar..~tic~n:
1x:307-~~ S~z~~ P~c~rc> ~ve.ril.i~, `~ ~n .A:tat~~lii~, ".l"<~:xas
~'~at.iiu~:
'l.'l~i;~ ~~t.~;n.sitat.~ t~{'sr~}.~leasc~,, is rr~adf~ this th~~ :~ t::.' _ cla:y of:~~5.~ril. 2Q14, f>y an~i
i-rt1Cwe~:r~ NIL;'~~I`C~~'C:?~.,I~, 1.1~C;. , w1ao~~ zlcfdz~:ss is ICS C.:aaz~i ~~e I-Iil1s, ~ai7 Antaitia,
T~a~aS '~8257, I~~r~;i~~K~~.=te,- ~~;fèic.c! tc~ ~s ~`Sul~lrssc~r" , aY7cl ziio Ve3~.ci~r~e5, .i...te3, a
'T'txa~ li~x~ii.ed partn~rs.kYi~:~, wllcsc: addres:~ is l ~~fiG 1'e~iuocic l ~avea~; nazi ~lnianira,
'~"ex~~s 7~">56. hc~~~.it-~~fi"ter z~.f~r~ed tc~ as "St.rbl~ssc:c",
1'reanises:
~~~'~`~z~ ~~~~t~l~;ssc~r 4~nd ~~i~bl~;,;suu ~~r.isla tc~ extei~cl t1~~ 5t~r>leas~: dated l~cbrua.ry
~"~ , 2707, by ~.~r~c:j be;twccrt St.il7letisc~r axtd ` ~.il.~l.~sscu, a trirc~ ar~tl carz<:~t cc7~~y ref
`wbir.h. is ~fi~chec~ as I~,xhibit.A.
'~l'!~e ul7r-a~~n~ st.rlble~s~ tern~~ :9hall ~.~;j>ir~~. ors 1v1~i~~ :~ 1, ?t)l ~~. ~:"bG S~ibl~ss~r a~~J
5tzbls;sse:c: ~a~;ree ~a ex.t.rr~ci ~h~ t,ern~ of Yl~c cu~-~~e~~i sut~leG~.~c uzl~il ir~Sc~yr 31, 2()19. ~s
con~icleratic~n for. the a~rc~c~ment r}i'tk~c ~s~i~l.e;,<;c~~~ tc~ exti:~icl the CGi~rri ut the cu~r~;~~t
su.hle~as~ until 7vt:ay :31, 2(} l ~1, t~~c~ Subl~.;~sec~ ~~~rees tca ~r~~y ~uar4antec~d an.t~ual r~.r~t~l,
wit.h~~txt price ~~m~ncl, ir7 er~tii~l ~tao~li.l~ly irisi<zll~r,er7t.s t~<7sed c~~a. the rcar~tal sehccl~.ile
set fartlr b~lcrti~, <rrx th.e f:~~st ci~~}~ c~Cc~c.k~ ~~rld. ~.Y~er~r ~i~~canl}~ d~x.~in~ the t~ra~ hercaff~~r
thc~ current c.al~ndar z~rit~ntl~, cc~~a~~r7ar;r~c:in~; c~ta J~i~xe 1, ~,(#I~3.
June ~, 2{~1~ 1:l~:cct~z~;l~ .M:a}~ ~ 1, 2O.l (i
S,1 f~,t?CIU.D(~ ~~~r rx~~orztl~~
:(urge I, ?01 C 11~~t~~1~. N~~~y 3 t, "ZQ l 7

,Tuz1e 1, 2011" t}irc>r~~;ta NT~~}r ::~ 1,?{.?.l 8
Jane !, ZQ ~ 8 throu~.;l~ 1V~ay~ 3 t , 2t7.1
i '7,OU(~,UO ~~aer mux~.th

.~ 17,~00.DU ~?~~ era{~n tl~
1
AN1E'-hd~trc~pu)is,l;>xtensian of Suble:zse
~.~
1111 othc:t~ tei~~s a.~:~ cc~zlditc>ns of thr~ ~;~tk~le~~~sr ci~sr~d }~eh~uta~~' ......,Ca..._._~
~~7~}~, t)y c11kC~ ~:)E',~'~4:4F1 ;911~.~~~:55C.),C wi1:.lC~ t9U~7~CG~SUC~ ti11~11~ 1'f:Xlli3ll~ 111 :~11.~1 ~Ql"G1', 3.T1L~ C~~GC~
fi"crr tlx~ t~r~~t r~#~f~1.i~ ~~:~:e~~iyzc~.r~ ~7i~~t~~~~lw~.tse:.

1N '~'JI~I`N~:s~S "1'I_I~:R:~at:)~~, tta~ 5~fa1GS1c~t~ ~.nc{ Sul,les;~c~e t~,~vc d~rly ex~~,X~ted an~i.
~~.ffix~:d their~ res~~ectiv~ 5usils t.o this r.~xt~asiaz~~ c~~';~ial:>Ic~asc c~t~ tf~e clay ~~r~cf year Ct;yt
~bc~ve wtit:t~rY.
~'
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AMF Bowling Centers Inc. Vs Metropolis, Inc. Rio Ventures, LTD. and Rio Club, LLC.

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AMF Bowling Centers Inc. Vs Metropolis, Inc. Rio Ventures, LTD. and Rio Club, LLC.

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FILED

3 CITS PPS - SAC3

AMF BOWLING C~NT~RS,INC.,

IN THE DISTRICT COURT

PLAINTIFF'S ORIGINAL PETITION, APPLICATION FOR TEMPORARY

Defendant Metropolis, Inc. is a Texas corporation with its principal place of

business located at 3919 Mayfield, Houston, Texas 77088.

Defendant Metropolis, Inc. may be

PLAIN'T'IFF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION, APPLICATION

PLAINTIrF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION, APPLICATION

PLAINTIFF AMF BOWLING CENTERS,INC.'S OItiGINAL PETITION,APPLICATION

THE LANDLORD TENANT RELATIONSHIPS

On October 1, 1989, Plaintiff entered into a sublease agreement with F. W.

Woolworth Co.(the "Original Sublease") to sublease the Premises. Bitters/Woolco Partnership,

among other things:

Sublease between AMF and Metropolis

Sublease Between Metropolis and Rio Ventures, Ltd.

On March 6, 2007, Metropolis and Rio Ventures, Ltd.("Rio Ventures") entered

FACTS CONCERNING DEFENDANTS'BREACHES OF THE SUBLEASES

Unlawful Purpose/Illegal Acts

PLAINT1Fr AMF $OWLING CENTERS,INC.'S ORIGINAL PETITION, APPLICATION

PLAINTIFF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION,APPLiCAT10N

Additionally, Defendants encourage and/or permit lewd, obscene, and

Bowimor is left to clean up

PLAINTIrF AMF BOWLING CENTERS,INC.'S ORIGINAL PE'T'ITION, APPLICATION

PLAINTIFF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION, APPLICATION

Defendants' signage and other items are a direct breach of the

PLAINTIFF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION,APPLICATION

Bowlmor's business, including loss of business and loss of good will.

sustained by Defendants' wrongful conduct. In addition to the temporary injunction, Bowlmor

PLAINTIP'r AMF BOWLING CENTERS,INC.'S ORIGINAL PF,TITION, APPLICATION

Accordingly, Bowlmor requests a temporary injunction to prevent further

PLAINTIFF AMF BOWLING CGNTERS~ INC.'S OR(GTNAI,PETITION, APPLICATION

Pursuant to Texas Rule of Civil Procedure 194, Defendants are requested to

WHEREFORE, premises considered, Plaintiff AMF Bowling Centers, Inc.,

PLAINTIFF AMF BOWLING CENTERS,INC.'S ORIGINAL PETITION,APPLICATION

/s/Lee L. Cameron Jr.

Texas Bar No. 03675380

Texas Bar No. 09789700

Texas Bar No. 24037353

Texas Bar No. 24081978

PLAINTIFF AMF BOVVLING CCNTGRS,INC.'S ORIGINAL Pc~rrrioN, APPLICATION

BOWLING CENTER LEASE

Quiet ~n'o ment,

l.andlo~d and Tenant acknowlscig~ and agree that the Sublease

Tars and Compliance.

Except as othenNise provided in this Lease, Tenant shall pay: (i)

(c~~ After the Commencement D2~te,.Tenant shal{ cause its opera#ions

(a) .Except as ~a~herwise provided in ~'aragraph 6(b) be{ow, Tenant, at

parcing or sign easement of record.against the Lind.

Aiterations Trade ~'ixkures.

(a} Landlorr~'s Restoraflon Obligaflans. I# the Improvements or the

Landlord's lenders) must permit the insurance proceeds to .

be used far such repair artd restoration.

In the event of a Casualty which ~ renders the Premises

Tenant's' Restoration Obllga#ions. Unless .terminated, the l..ease

(e) Rent Abafement.~ If the Premises,is rendered wholly untenantabis

If the whole ~dr any part of the Premises is taken in any

''~`', y"~ Nota

~~~~.s~ ~ars,~~r ~rc~ ~r~vv~~~z ~.rrx ~~~~~

z~z~z~~~ri~rc~car.,~;t~ ~}~~~~~a7~;~~~z, ~..r.,~7,