Exhibit 10.4(a)


 


	
  STATE
  OF SOUTH CAROLINA

  	
  )

  	
   

  
	
   

  	
  )

  	
  LEASE AGREEMENT

  
	
  COUNTY
  OF HORRY

  	
  )

  	
   

  



 


This Lease Agreement (“Lease”)
entered into this 13th day of November, 2007, by and between Myrtle Beach Farms Company, Inc., a South Carolina
corporation, hereinafter called the “Landlord” and Coastal
Carolina Dream Team, LLC, a South Carolina limited liability
company, hereinafter called “Tenant”.


 


WITNESSETH:


 


The
Landlord, for and in consideration of the covenants and agreements hereinafter
set forth to be kept and performed by the Tenant,  demises and leases unto the Tenant and the
Tenant does hereby rent from the Landlord the premises hereinafter specifically
set forth.


 


1.             Description of Premises:  The real estate owned by
Landlord located at 2305 N. Oak St. in the City of Myrtle Beach, South Carolina
29577, together with the existing buildings, parking lots, drive-through
facilities and other improvements thereon and all other rights, easements and
privileges appurtenant thereto, as more particularly described on Exhibit “A”
attached hereto.


 


2.             Term:  The Term of this Lease shall be for three (3) years,
beginning on November 1, 2007 and terminating, unless extended as provided
herein, on October 31, 2010.  Provided
Tenant is not in default of this Lease, the Tenant, at its option may extend
the Lease for four (4) Extension Terms of one (1) year with rent
increasing three percent (3%) over the prior Term’s Rent charge for each
Extension Term.  Tenant must notify
Landlord of its intent to exercise an Extension Option in writing no later than
ninety (90) days prior to the expiration date of the then current Term.


 


3.             Rent:  The Tenant shall pay to the Landlord Seven
Thousand and 00/100 Dollars ($7,000.00) per month, due and payable on or before
the first (1st) day of each month, beginning November 1,
2007.  The Tenant shall pay to the
Landlord Fourteen Thousand and 00/100 Dollars ($14,000.00) per month, due and
payable on or before the first (1st) day of each month, beginning May 1,
2008.  All rent payments should be mailed
to Landlord at the following payment address: 
P.O. Box 9179, Myrtle Beach, SC 
29578-9179.


 


In the event Tenant shall
exercise its first (1st) Extension Term, the Tenant shall pay to the
Landlord Fourteen Thousand Four Hundred Twenty and 00/100 Dollars ($14,420.00)
per month, due and payable on or before the first (1st) day of each
month, beginning on November 1, 2010.


 


In the event Tenant shall
exercise its second (2nd) Extension Term, the Tenant shall pay to
the Landlord Fourteen Thousand Eight Hundred Fifty-Two and 60/100 Dollars
($14,852.60) per month, due and payable on or before the first (1st)
day of each month, beginning on November 1, 2011.


 


In the event Tenant shall
exercise its third (3rd) Extension Term, the Tenant shall pay to the
Landlord Fifteen Thousand Two Hundred Ninety-Eight and 18/100 Dollars
($15,298.18) per month, due and payable on or before the first (1st)
day of each month, beginning on November 1, 2012.


 


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In the event Tenant shall exercise
its fourth (4th) Extension Term, the Tenant shall pay to the
Landlord Fourteen Thousand Seven Hundred Fifty-Seven and 13/100 Dollars
($15,757.13) per month, due and payable on or before the first (1st)
day of each month, beginning on November 1, 2013.


 


4.             Security Deposit:  The
Tenant shall pay to Landlord the sum of Fourteen Thousand and 00/100 Dollars
($14,000.00) upon execution of this Lease, to be held by Landlord as a Security
Deposit.  The Security Deposit (a) shall
be retained by the Landlord as security for Tenant’s payment of the Rent and
performance of all of Tenant’s other obligations under the provisions of the
Lease; (b) shall not be deemed to represent payment of any Rent; and, (c) shall
not bear interest while retained by the Landlord.  Upon termination of this Lease, so long as
Tenant is not in default of this Lease, any portion of the Security Deposit
which is not applied or retained pursuant to past due rental charges or damages
to the Demised Premises shall be returned to the Tenant within thirty (30) days
after the expiration of the Term of this Lease. 
Landlord shall have the right to apply any part of the Security Deposit
to cure any Event of Default.  The
application of the Security Deposit shall be at the sole discretion of Landlord.  It is expressly understood that this remedy
is in addition to all other remedies vested in Landlord.


 


5.             Use of Premises:  Tenant shall be permitted to use the
Premises, in whole or in part, for office space and retail banking operations,
and for no other purpose without the prior written consent from Landlord.  The Tenant understands and acknowledges that
Tenant’s use of the Premises for the retail banking operations shall not
commence until May 9, 2008.


 


6.             Tenant Allowance:  Landlord agrees to give Tenant an allowance
toward the cost of Tenant’s upfit work within the Premises, herein after
referred to as the “Allowance”, which shall be equal to Twenty-Five Thousand
and 00/100 Dollars ($25,000.00).


 


One-half
(1/2) of the Allowance shall be paid to Tenant upon full execution of this
Lease Agreement with the balance of the Allowance being paid to Tenant upon the
date Tenant shall open the Premises to the public for business; provided,
Tenant shall have furnished Landlord with the lien waivers for work costing
Five Thousand and 00/100 Dollars ($5,000.00) or more and completion of the
improvements required to be made by Tenant and acquisition by Tenant of an
unconditional, permanent Certificate of Occupancy.


 


The lien waiver referred to in previous paragraph shall include the
execution by Tenant and each of its contractors, suppliers and materialmen and
the delivery to Landlord of a valid and enforceable waiver of lien in form and
substance satisfactory to Landlord for all work, labor, services or material
performed or furnished by, through or under such contractors, supplier or
materialman costing Five Thousand and 00/100 Dollars ($5,000.00) or more for
Tenant in respect of the Premises including such waiving party’s sworn
affidavit that all contractors, suppliers or materialmen of such waiving party
have been paid in full.


 


7.             Repairs and Maintenance:  Upon occupancy of the Premises, the Tenant
shall not cause or permit any waste, damage or injury to the Premises,
including but not limited to, the existing buildings, parking lots,
drive-through facilities and other improvements thereon.  The Tenant at its sole cost and expense shall
keep the Premises as now or hereafter constituted with all improvements made
thereto clean and in good condition, normal wear and tear excepted.


 


Tenant shall, at its cost, contract with a service company (which
Landlord, at its option, may reasonably designate or approve) for the monthly
maintenance of the heating, ventilating and air conditioning equipment serving
the Premises.  Tenant shall furnish a
copy of the service 


 


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contract to Landlord within ten (10) days
after opening for business, and a copy of any subsequent contracts from time to
time during the Term.


 


Tenant shall, at its cost, retain a licensed,
bonded professional pest and termite control service (which Landlord, at its
option, may reasonably designate or approve) to perform at the minimum annual
inspections of the Premises to keep the Premises free of infestation by
insects, rodents and vermin, and shall promptly cause any corrective or
extermination work reasonably recommended by such service to be performed.  The Tenant shall provide the Landlord with a
copy of the termite and pest control contract and annual renewals of the
contract.


 


Tenant agrees to initiate and carry out a program of
regular maintenance and repair of the Premises, including the painting or
refinishing of all areas of the interior of the Premises, so as to impede, to
the extent possible, deterioration by ordinary wear and tear and to keep the safe
in attractive condition.


 


The Landlord hereby
covenants that as of the commencement date of the term of this Lease the
heating, ventilating and air conditioning equipment serving the Premises shall
be in good working order.  Landlord further covenants to provide written
proof that as of the commencement date of the Term of this Lease that the
Premises are free and clear of termites and pests.  The Landlord shall be responsible for any
structural repairs, defined as exterior walls and roof, of the Premises during
the Term, except for any damage thereto caused by any act or omission of Tenant
or its agents, employees or invitees.


 


8.             Landlord’s Right of Access:  Landlord and its agents, employees and any
person authorized by Landlord shall have the right to enter the Premises (a) at
all reasonable times, upon reasonable prior notice (except in an emergency),
for the purpose of examining or inspecting the same to ascertain if they are in
good repair, making such alterations, repairs, improvements or additions to the
Premises as Landlord may be required or permitted to make hereunder, exhibiting
the Premises to prospective purchasers and lenders and posting notices which
Landlord may deem reasonable and necessary for its protection, and (b) at
any time in an emergency.  During the six
(6) months prior to the end of the Term, Tenant shall cooperate with
Landlord in exhibiting the Premises to prospective tenants. Access by Landlord
hereunder shall not, under the circumstances, unreasonably interfere with
Tenant’s use and enjoyment of the Premises. 
Tenant waives any claim and covenants not to sue Landlord for damages
for any injury or inconvenience to or interference with Tenant’s business,
occupancy or quiet enjoyment arising out of any permitted entry by
Landlord.  Tenant acknowledges that
Landlord might not retain a key to the Premises and therefore may, in any
emergency, enter the Premises in any manner which Landlord determines to be
necessary, without liability therefor to Tenant.  No entry pursuant to this Section shall
be deemed to constitute an eviction of Tenant or a forcible detainer of the
Premises.


 


9.             Utilities:  Tenant shall pay, from the date of delivery
of the Premises through the expiration of the Term (and, without implying that
a holdover is permitted, through any holdover), all charges for gas, water,
sewer, rubbish removal, electricity, telephone and other utility services used
in the Premises.  If any such charges are
not paid when due, Landlord may pay the same, and any amount so paid by
Landlord shall thereupon become due to Landlord from Tenant as additional
Rent.  Upon delivery of the Premises,
Tenant shall cause all utility services that are separately metered to the
Premises to be billed directly to Tenant, and Tenant shall pay such charges
directly to the purveyor(s) of such services.


 


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10.           Taxes:  Tenant covenants and agrees to reimburse
Landlord the full amount of all taxes assessed against the Premises, including
all improvements thereon.  Landlord shall
send an invoice to Tenant for the amount of taxes due and payable each year
during the Term and Tenant shall remit payment to Landlord upon receipt of said
tax invoice from Landlord.  Tenant also
agrees to pay directly to the various taxing authorities any and all taxes
attributable to Tenant’s furniture, fixtures and improvements that may exist on
the Premises during the term of this Lease. 
It is further understood that Tenant shall pay any and all documentary
stamp taxes or other tax assessed by the South Carolina Tax Commission, or
other taxing authorities, upon the within Lease by reason of its execution
and/or recording or otherwise.


 


Tenant’s obligation for tax
payments hereunder shall survive the expiration of the Lease term or earlier
termination hereof and, in such event, Tenant shall pay sums due pursuant to
this Section 10 to Landlord upon demand.


 


11.           Insurance:  At all times after the effective date hereof,
Tenant shall maintain in force or cause to be maintained at its expense worker’s
compensation and employer’s liability insurance as required by law.  The employer’s liability section shall
provide $500,000.00 of coverage.  Tenant
shall also maintain at all times policies of insurance against public liability
and property damage, including, without limitation, commercial general
liability, employee’s vehicle liability coverages, and insurance against
assumed or contractual liability under this Lease (collectively the “Tenant’s
Liability Insurance”) specifically naming the Landlord, as an additional
insured, in an amount of not less than One Million Dollars ($1,000,000.00) for
any one occurrence and Two Million Dollars ($2,000,000.00) as a policy year
general aggregate, with a commercially reasonable deductible.  Tenant shall also maintain in full force all
risk property damage insurance and a standard extended coverage endorsement
issued by one or more insurance carriers covering the Premises, including the
Building, to the extent of their full replacement value.  Said insurance shall not be subject to
cancellation except after at least thirty (30) days prior written notice to
Landlord, and the policy or policies, or duly executed certificate or
certificates for the same, together with satisfactory evidence of the payment
of the premium thereon, shall be deposited with Landlord at the commencement of
the term and renewals thereof not less than thirty (30) days prior to the
expiration of the term of such coverage and shall contain, in addition to the
matters customarily set forth in such a certificate under standard insurance
industry practices, an undertaking by the insurer to give Landlord not less
than thirty (30) days written notice of any cancellation of change in scope or
amount of coverage of such policy.  If
Tenant fails to comply with such requirements, Landlord may obtain such
insurance and keep the same in effect, and Tenant shall pay the Landlord the
premium cost thereof upon demand.


 


12.           Compliance with Applicable
Laws:  The Tenant at its sole cost
and expense shall comply with all laws, orders and regulations of all federal,
state, county and city authorities during the Term of this Lease.


 


13.           Leasehold Improvements:  The Tenant shall not have the right to make
any alterations, improvements, remodeling or additions to either the interior
or exterior of the Premises or to fixtures installed therein, or paint, drill
or in any way deface any portion of the Premises without the prior written
consent of the Landlord.  In the event
that Tenant shall request approval in writing from Landlord for alterations or
improvements to the Premises, Tenant shall submit a complete set of proposed
plans and specifications to: Tenant Coordinator, Myrtle Beach Farms Company, Inc.,
2411 N. Oak St., Suite 402, P.O. Box 2095, Myrtle Beach, SC
29578-2095.  Tenant shall engage an
architect (“Tenant’s Architect”) registered and licensed to do business in 


 


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the
State where the Project is located to prepare the Working Drawings and
Specifications to be submitted for Landlord’s approval.  The fees for Tenant’s Architect shall be paid
by the Tenant.


 


14.           Signage:  Tenant shall submit all plans and
specifications for all proposed signage on or about the Premises to Landlord
for approval, prior to installation of said signage.  Tenant shall fully comply with all applicable
requirements of all jurisdictional regulatory requirements pertaining to
signage and signage installation, including but not limited to the Sign
Ordinance of the municipality where the project is located.


 


15.           Build-To-Suit:  Landlord agrees to grant Tenant a one-time
first right of refusal on or before the end of the third (3rd) year of
the Initial Term of this Lease for a build-to-suit building to be located off
48th Avenue N. in Myrtle Beach, as set forth on Exhibit “B”
attached hereto.   In the event Tenant
does not exercise said one-time first right of refusal by the end of the third
(3rd) year of the Initial Term of this Lease, the first right of
refusal on said build-to-suit location shall be null and void.


 


16.           Surrender of Premises:  The Tenant shall on the last day of the Term,
or upon the sooner termination of the Term, peaceably and quietly surrender the
Premises to the Landlord, in as good condition and repair as at the
commencement of this Lease, with the natural wear and tear thereof expected.


 


17.           Condemnation:  If the whole of the Premises, or such portion
thereof as will make the Premises unsuitable for the purposes herein, is
condemned for any public use or purpose by any legally constituted authority,
then in either of such events this Lease shall terminate effective with the
time when possession is taken by such public authority and rental shall be
accounted for between the Landlord and the Tenant as of the date of the
surrender of possession.  Such
termination shall be without prejudice to the rights of either of the Landlord
or the Tenant to recover compensation from the condemning authority for any
loss or damage caused by such condemnation. 
Neither the Landlord nor the Tenant shall have any rights in or to any
award made to the other by the condemning authority.


 


18.           Damage or Destruction of
Premises:  Any damage
in the Premises caused by or arising from the acts or omissions of Tenant or
Tenant’s agents, Tenant’s business, or the installation or removal of property
in or from the Premises, shall be repaired at Tenant’s expense.  Damage to Landlord’s roof, the exterior of
Landlord’s building, or any other building component that carries a warranty
from Landlords contractor, will be repaired by the Landlord at Tenant’s expense,
less warranty claims paid by contractor. 
All other damage shall be promptly repaired by Tenant at its expense
upon written notification from the Landlord. If Tenant shall fail to commence
such repairs within five (5) days after notice to do so from Landlord,
Landlord may make or cause the same to be made and Tenant agrees to pay to
Landlord promptly upon Landlord’s demand, as additional Rent.  Repairs undertaken by Landlord pursuant to
this Section will be performed by Landlord at Tenant’s expense.  Landlord reserves the right, in its sole
discretion to (i) charge the cost to Tenant as Additional Rent; or (ii) invoice
Tenant for such cost which Tenant shall pay to Landlord within thirty (30) days
from receipt of said invoice.


 


In the event that more than
fifty percent (50%) of the Premises are damaged or destroyed by fire or other
casualty, Landlord may at its option cancel and terminate this Lease by giving
notice to Tenant of Landlord’s election to do so within sixty (60) days after
the date of occurrence of such damage, in which event this Lease shall
terminate on the date such notice is given to Tenant.  In the event the Lease is terminated pursuant
to this Section 18, both parties shall be relieved of all obligations
under this Lease except for those obligations which are 


 


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intended to survive the
termination of this Lease and except those obligations accruing prior to such
termination.


 


19.           Holding Over:  At any expiration or cancellation of this
Lease, should Tenant hold over for any reason, it is hereby agreed that, in the
absence of a written agreement to the contrary, tenancy shall commence on a
month to month basis.  During any
Holdover period, Tenant shall pay to Landlord monthly Rent in the same amount
that was paid prior to the expiration of said Term.  If this Lease reverts to a month to month
agreement upon the expiration of the Term, then a thirty (30) day written
notice by either party would be required to terminate this agreement.  Upon expiration of the thirty (30) day
period, the Tenant agrees to vacate the Premises.  All other terms and conditions contained in
this Lease would remain in effect during the month to month tenancy agreement.


 


20.           Default:  If Tenant shall fail or neglect to pay any
amount of rent or additional rent when the same is due and payable pursuant to
this Lease, Landlord shall deliver to Tenant at the Premises or other notice
address as set forth herein a written notice of monetary default.  Tenant shall have a period of ten (10) days
after said notice from Landlord in which to cure the monetary default.


 


In the event Tenant shall fail to perform or
comply with any of the terms and conditions contained in this Lease, with the
exception of the payment of rents, Landlord shall deliver to Tenant at the
Premises or other notice address as set forth herein a written notice of
default.  Tenant shall have a period of
thirty (30) days after said notice from Landlord in which to cure said default.


 


The Tenant expressly agrees to pay to the
Landlord all costs and expenses including attorney’s fees, incurred in
procuring a late rental payment or enforcing any other default under this
Lease.


 


The Landlord expressly agrees to pay to the
Tenant all costs and expenses including attorney’s fees, incurred as a result
of any Landlord default under this Lease.


 


21.           Late Charge:  In the event Tenant shall fail
to make any Rent payment on the due date, a late charge of  the greater of (a) five percent (5%) of the
monthly Rent or (b) one hundred dollars ($100.00) shall be paid by Tenant as
Additional Rent hereunder for each such late payment.   Should the delinquency continue for more
than thirty (30) days, Tenant shall pay a late charge of one and one-half (11⁄2)
percent per month compounded monthly, and the same shall be treated as
Additional Rent.


 


22.           Notices:  Any notice under this Lease must be in
writing and must be sent by certified or overnight mail to the last address of
the party to whom the notice is to be given, as designated by such party in
writing.  The Landlord here designates
its address and telephone number as follows: 
Attn:  Lease Administration, 2411
N. Oak Street, Suite 402, Myrtle Beach, SC 
29577, (843) 448-5123.  The Tenant
hereby designates its address and telephone number as follows:  1800 Husted Road, Suite D, Conway,
SC  29526, (843) 234-2930.


 


23.           Declaration of Governing Law:  This Lease shall be governed by, construed,
and enforced in accordance with the laws of the State of South Carolina.


 


24.           Binding Effect:  The covenants, terms, conditions, provisions,
and undertakings in this Lease or in any renewals thereof shall extend to and
be binding upon the heirs, executors, 


 


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administrators,
successors and assigns of the respective parties hereto, as if they were in
every case named and expressed, and shall be construed as covenants running
with the land; and wherever reference is made to either of the parties hereto,
it shall be held to include and apply also to the executors, administrators,
successors and assigns of such party, as if in each and every case so
expressed.


 


25.           Entire Agreement;
Modification; Severability:  This Lease contains the entire agreement
between the parties and shall not be modified in any manner except by an
instrument in writing executed by the parties. 
If any term or provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, to
the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and provision of
this Lease shall be valid and shall be enforced to the fullest extent permitted
by law.


 


26.           Indemnification:  Tenant shall defend, indemnify and hold
harmless the Landlord from and against any and all claims, actions, lawsuits,
damages, liability and expense (including, without limitation, reasonable
attorneys’ fees) arising from: (i) the act, neglect, fault, or omission to
meet the standards imposed by any duty with respect to loss, damage or injury
by Tenant, its agents, servants, employees, contractors, customers or invitees;
(ii) the conduct or management of any work or thing whatsoever done by
Tenant in or about the Premises or from transactions of Tenant concerning the
Premises; (iii) Tenant’s failure to comply with any and all Laws
applicable to the use of the Premises and its occupancy as required in this
Lease; or (iv) any breach or default by Tenant in the performance of any
covenant or agreement pursuant to this Lease.


 


Landlord
shall defend, indemnify and hold harmless the Tenant from and against any and
all claims, actions, lawsuits, damages, liability and expense (including,
without limitation, reasonable attorneys’ fees) arising from: (i) the act,
neglect, fault, or omission to meet the standards imposed by any duty with
respect to loss, damage or injury by Landlord, its agents, servants, employees,
contractors, customers or invitees; (ii) the conduct or management of any
work or thing whatsoever done by Landlord in or about the Premises or from
transactions of Landlord concerning the Premises; (iii) Landlord’s failure
to comply with any and all Laws applicable to the use of the Premises and its
ownership as required in this Lease; or (iv) any breach or default by
Landlord in the performance of any covenant or agreement pursuant to this
Lease.


 


27.           Assignment and Subletting:  Upon written notice to Landlord, Tenant shall
have the right to assign or sublease this Lease to a wholly owned affiliate of
Tenant, without the consent of the Landlord. 
Tenant may not assign or sublease this Lease to any other party without
the prior written consent of Landlord. 
Upon any assignment of this Lease, Tenant shall remain liable for the
full performance of all terms, covenants and conditions of this Lease unless
Landlord expressly agrees to release Tenant in writing.


 


28            Memorandum of Lease.  Lessor and Lessee will, upon the written
request of either at any time, join in the execution of a memorandum of lease
in proper form for recordation in Horry County, the fees and expenses of such
recordation to be borne by Lessee.


 


[Signature
Page to Follow]


 


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IN WITNESS WHEREOF, the Landlord and Tenant
subscribed their names and affixed their seals the day and year first above
written.


 


 


	
  WITNESSES:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Myrtle
  Beach Farms Company, Inc.

  
	
   

  	
   

  	
   

  
	
    /s/
  Susan Grose

  	
   

  	
  By:

  	
    /s/
  Andrew C. Tilmont

  
	
   

  	
   

  	
   

  	
   

  
	
    /s/
  Melissa Allen Felix

  	
   

  	
  Its:

  	
    Chief
  Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name:

  	
    Andrew
  C. Tilmont

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
    /s/
  Franklin J. Long

  
	
   

  	
   

  	
   

  	
        Franklin
  J. Long, Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Coastal
  Carolina Dream Team, LLC

  
	
   

  	
   

  	
   

  
	
    /s/
  Stephen Anderson

  	
   

  	
  By:

  	
    /s/
  William K. Bogache

  
	
   

  	
   

  	
   

  	
   

  
	
    /s/
  Sheryl Williams

  	
   

  	
  Its:

  	
    Vice
  Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name:

  	
    William
  K. Bogache

  
								



 


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Exhibit “A”


 


Description
of Premises


 


All that certain piece, parcel or tract of land and any improvements
thereon situate lying and being in the County of Horry, State of South
Carolina, consisting of approximately 1.29 Acres +/- bearing Horry County Tax
Map #: 181-03-39-005.


 


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Exhibit “B”


 


Build-to-Suit Site Plan





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