Exhibit 10.1



		

			Exhibit 10.1

		




		
			NOTICE OF LEASE
		

		
			This Notice of Lease (this “Notice”) is entered into by and between HPT New Orleans, OSS, LLC, a Delaware limited liability company (hereinafter called “Landlord”), and Whitney Bank, a Mississippi state-chartered bank (hereinafter called “Tenant”), as of the 5th day of July, 2017.
		

		
			RECITALS
		

		
			A.Landlord and Tenant entered into an Office Lease, dated effective as of the date hereof  (the “Lease”; capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain premises situated in Orleans Parish, Louisiana and more particularly described on Exhibit “A” attached hereto and made a part hereof (the “Leased Premises”).
		

		
			B.Landlord and Tenant desire to execute and deliver this Notice for the purpose of recording same in the conveyance records of Orleans Parish, Louisiana to give notice of the Lease.  
		

		
			NOW,  THEREFORE, the parties agree as follows:
		

			
	
			
				 1.
			Lease.  Landlord leases to Tenant and Tenant leases from Landlord the Leased Premises, pursuant to the terms, provisions, covenants and conditions in the Lease, including, without limitation, the terms and provisions provided herein.  




			
	
			
				 2.
			Date of Lease.  The Lease is dated effective as of the date hereof.




			
	
			
				 3.
			Term. The term of the Lease shall commence on the later of (a) July 1, 2017, or (b) the date Landlord delivers the Upper Floors to Tenant (the “Commencement Date”) and expires on the date that is two hundred forty (240) full calendar months following the Rent Commencement Date for the Upper Floors. 




			
	
			
				 4.
			Renewal Options.  Tenant has the option to renew the Lease for up to four (4) renewal periods of five (5) years each so as to extend the Term for up to twenty (20) years in the aggregate.   




			
	
			
				 5.
			 Purpose.  This Notice, which describes some but not all of the terms of the Lease, is executed for the purposes of recordation in the conveyance records of Orleans Parish, Louisiana, pursuant to La. R.S. § 9:2742, in order to give notice of all the terms and provisions of the Lease and is not intended and shall not be construed to define, limit or modify the Lease.  The Lease contains the entire agreement between the parties and sets forth specifically the rents, terms, provisions, covenants and conditions agreed to by and between Landlord and Tenant.  If there are any conflicts between the Lease and this Notice, the provisions of the Lease shall control hereto.




			
	
			
				 6.
			Address.  The address of the Landlord and the address of the Tenant are set forth on the signature pages hereto.  




			
	
			
				 7.
			Counterparts.  This Notice may be executed in multiple counterparts, each of which shall be deemed an original, and together the counterparts shall constitute one instrument.




		

		

		 

 

		[Signature Pages Follow]
		

		
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			{N3429459.2}2

		




 

		IN WITNESS WHEREOF, Landlord hereto has duly executed this Notice of Lease as of the date first written above.
		

		
			
		

		
			LANDLORD:
		

		
			HPT New Orleans OSS, LLC,
		

		
			a Delaware limited liability company
		

		
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			By: HPT New Orleans OSS Mezzanine, LLC,  
		

		
			       a Delaware limited liability company, its
		

		
			       Manager 
		

		
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			       By: HPT New Orleans OSS Manager, Inc.,
		

		
			              a Delaware corporation, its Manager
		

		
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			                By:______________________________
		

		
			                     Name: James M. Ingram
                     Title: Executive Vice President and 
		

		
			                               Chief Investment Officer
		

		
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			Address of Landlord:
HPT New Orleans OSS, LLC
21860  Burbank Blvd., Suite 300 South
Woodland Hills, CA 91367
		

		
			 Attn: Asset Manager 
		

		
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			with copy to: 
		

		
			701 Poydras Street, Suite 3870
		

		
			New Orleans, LA 70139
		

		
			Attn: Property Manager 
		

		
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			{N3429459.2}3

		




 

		IN WITNESS WHEREOF, Tenant hereto has duly executed this Notice of Lease as of the date first written above. 
		

		
			TENANT:
		

		
			Whitney Bank, a Mississippi state-chartered bank
		

		
			By:
		

		
			        Name: Steven D. Barnett
        Title: Senior Vice President/Director
		

		
			                  of Corporate Real Estate and Facilities 
		

		
			                  Management 
		

		
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			Address of Tenant:
Hancock Bank and Whitney Bank 
228 St. Charles Avenue, Suite 333
New Orleans, LA 70130
		

		
			Attn: Corporate Real Estate and Facilities  
		

		
			                      Management  Department 
		

		
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			            with copy to:
		

		
			            Hancock Bank and Whitney Bank 
		

		
			            c/o NGFK Real Estate 
		

		
			            Administration, File ID _______
		

		
			14651 N. Dallas Parkway, Suite 910
		

		
			Dallas, TX 75254
		

		
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			{N3429459.2}4

		




 

		ACKNOWLEDGMENT
		

		
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			STATE OF LOUISIANA
		

		
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			PARISH OF ORLEANS 
		

		
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			On this ______ day of ___________, 2017, before me the undersigned Notary Public, duly commissioned and qualified, and in the presence of the undersigned witnesses, personally came and appeared:
		

		
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			James M. Ingram
		

		
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			who, after being duly sworn, declared that he is the duly authorized Executive Vice President and Chief Investment Officer of HPT New Orleans OSS Manager, Inc., a Delaware corporation, the Manager of HPT New Orleans OSS Mezzanine, LLC, a Delaware limited liability company, the Manager of HPT New Orleans OSS, LLC, a Delaware limited liability company, and that he freely and voluntarily signed the foregoing instrument in that capacity and for the purposes described therein.  
		

		
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						WITNESSES:

					
						 

					
						__________________________________

					
						Print Name:________________________

					
						 

					
						__________________________________

					
						Print Name:________________________

					
						 

					
					
						 

					
						 

					
						____________________________________

					
						James M. Ingram, Executive Vice President and Chief Investment Officer

					
						 

				
	
					
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			__________________________________
		

		
			Notary Public
		

		
			Name:_____________________________
		

		
			Notary/Bar No.:_____________________
		

		
			My Commission Expires:______________
		

		
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			{N3429459.2}5

		




 

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			ACKNOWLEDGMENT
		

		
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			STATE OF LOUISIANA
		

		
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			PARISH OF ORLEANS 
		

		
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			On this ______ day of ___________, 2017, before me the undersigned Notary Public, duly commissioned and qualified, and in the presence of the undersigned witnesses, personally came and appeared:
		

		
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			Steven D. Barnett
		

		
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			who, after being duly sworn, declared that he is the duly authorized Senior Vice President/ Director of Corporate Real Estate and Facilities Management of Whitney Bank, a Mississippi state-chartered bank, and that he freely and voluntarily signed the foregoing instrument in that capacity and for the purposes described therein.  
		

		
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						WITNESSES:

					
						 

					
						__________________________________

					
						Print Name:________________________

					
						 

					
						__________________________________

					
						Print Name:________________________

					
						 

					
					
						 

					
						 

					
						_____________________________________

					
						Steven D. Barnett, Senior Vice President/

					
						Director of Corporate Real Estate and Facilities Management

					
						 

				
	
					
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			__________________________________
		

		
			Notary Public
		

		
			Name:_____________________________
		

		
			Notary/Bar No.:_____________________
		

		
			My Commission Expires:______________
		

		
			
		


		

		

		 


		

			{N3429459.2}6

		




 

		EXHIBIT “A”
TO
NOTICE OF LEASE
		

		
			The Leased Premises consist of the entirety of Floors 15, 16, 30, 31, 32, 33 and 34 of the Building located upon the Land (as defined below) (approximately 163,082 rentable square feet) and 6,440 rentable square feet adjacent to the lobby on the second floor of the Building located upon the Land described as follows (the “Land”): 
		

		
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			A CERTAIN SQUARE OF GROUND, situated in the First Municipal District of the City of New Orleans, State of Louisiana, being Square 221, bounded by Poydras Street, as widened, St. Charles, Perdido and Carondelet Streets, which said square of ground, according to a print of survey by Guy J. Seghers, C.E. & S., dated April 27, 1973 and revised May 15, 1973, measures 314 feet, 0 inches, 2 lines front on Poydras Street, as widened; 249 feet 5 inched 1 line front on St. Charles Street; 340 feet, 11 inches, 3 lines front on Perdido Street and 249 feet 9 inches 1 line front on Carondelet Street
		

		
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			{N3429459.2}Exhibit “A” to Notice of Lease