exv10w22






Exhibit 10.22



LEASE AGREEMENT




     THIS LEASE AGREEMENT (the “Lease”) is made as of the 30 day of September, 2003,
between HGL PROPERTIES L.P. II, LTD., a Florida limited partnership (the “Landlord”), with its
place of business at 8120 Nations Way, Suite 202, Jacksonville, Florida 32256, and FIRST
ALLIANCE BANK, a Federal Savings Association (the “Tenant”), with its principal place of
business at 8100 Nations Way, Jacksonville, Florida 32256.



WITNESSETH:




     The Landlord hereby leases and rents unto the Tenant and the Tenant hereby hires and takes
from the Landlord the “Leased Premises” (as defined below), to wit:



     The building designated as “Proposed Building 100”, the First Alliance Bank Building, which
shall contain 36,000 square feet located on approximately 2.98 acres as depicted on Exhibit A
attached hereto (the “Leased Premises”) and located in Jacksonville, Florida on the real
property more particularly described on Exhibit B attached hereto (the “Property”), together
with a non-exclusive right to use during the term hereof those common parking and other common
facilities located upon said Property. The Property is located in Cypress Point Business Park
at Cypress Plaza (the “Park”).



     1. Term. Upon the terms and conditions hereof, Tenant agrees to lease and hold the
Leased Premises from Landlord and Landlord agrees to lease the Leased Premises to Tenant for a
term of 84 months beginning on the later to occur of the first day of the month following the
date Landlord gives possession of the Leased Premises to Tenant pursuant to Paragraph 4 below or
thirty (30) days after the date Landlord gives such possession (the “Commencement Date”).



     2. Rents.



          (a) Base Rent. Beginning on the Commencement Date, Tenant shall pay the monthly
base rent set forth on the Addendum attached hereto (the “Base Rent”). Such rent shall be paid
in lawful money of the United States monthly, in advance and without notice, set off, deduction
or demand, to Landlord at its address set forth above.




          (b) Additional Rent and Late Charges. Any and all amounts required to be paid by
Tenant hereunder except Base Rent and any charges or expenses incurred by Landlord on behalf of
Tenant under the terms of this Lease shall be deemed to be additional rent payable as rent
reserved hereunder (the “Additional Rent”).




          In order to defray the additional expenses involved in collecting and handling
delinquent payments, Tenant shall pay on demand in addition to any Base Rent or Additional Rent due
hereunder a late charge equal to the greater of five percent (5%) of the base monthly rent or Fifty and No/00
Dollars ($50.00) when any installment of rent is past due more than fifteen (15) days after the
due date thereof. Tenant acknowledges that this charge is made to compensate Landlord for
additional costs incurred by Landlord as a result of Tenant’s failure to pay when due, and is
not a payment for extension of the rent due date. The failure of Landlord to insist upon the
payment of late charges, whether isolated or repeated, shall not be deemed a waiver of Landlord’s right to collect such charge for any
future delinquencies.





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          In the event that this Lease either commences or terminates on a day other than the first or last
day of a month, then Tenant shall pay, in advance, Base Rent for the pro rata portion of said
partial month.




          (c) Payment of Operating Costs. In each lease year Tenant will also pay to Landlord on
the first day of each month Tenant’s pro rata share (for purposes of this Lease, the term “pro rata
share” shall be equal to the square footage of the Leased Premises as set forth on Page 1 hereof divided by the total leasable square footage of both
buildings located on the Property and is initially agreed to be 45% of the total Operating Costs)
of the estimated annual Operating Costs (as hereinafter defined) of the Property and the common
facilities and services of the Park. Operating Costs shall be adjusted not less frequently than
annually, on a calendar year basis, based upon Landlord’s reasonable estimate of costs for the next
ensuing year.




          (d) Building Operating Costs. Tenant shall obtain all services for the Leased Premises
(which shall not include the landscaping or parking area adjacent to the building) and pay the
costs directly to the providers thereof including sewer, water, electricity, telecommunications,
janitorial, waste disposal, security, pest control and any other services it may desire for the
Leased Premises (such as food service). Tenant shall also pay the ad valorem taxes on its personal
property and the Leased Premises and the insurance provided for in paragraph 19(b) hereof. Landlord
shall cooperate with Tenant in having the ad valorem taxes on the Leased Premises assessed directly
to Tenant. If Landlord is required to escrow ad valorem taxes with its Lender, Tenant shall either
escrow such taxes monthly or post satisfactory security with the Lender to meet such obligation.








          (e) “Operating Costs” defined. The Leased Premises is located within Cypress Plaza, a
park which also includes land and buildings not owned by Landlord. There is a master property
owners’ association for all of Cypress Plaza (the “Master Association”) which has the right to
assess all property owners within that park which includes the Park. Landlord as owner of the Park
is obligated to pay assessments to the Master Association. Landlord may also incur expenses to
maintain the common areas of the Property and the Park. Such costs and Landlord’s assessments for
the Master Association and Landlord expenses to maintain the Property and the Park shall be the
“Operating Costs” which shall mean the total cost and expenses actually incurred by Landlord,
whether directly, indirectly, or through an owners’ association, in connection with the operation,
maintenance and repair of the Property and the common facilities and services of the Park,
including, without limitation: (i) ad valorem and real estate taxes and assessments made against
the Property; (ii) gardening and landscaping; (iii) the cost of Landlord’s public liability
insurance, property damage insurance, fire with extended coverage insurance, rent loss insurance,
unemployment insurance, workers compensation insurance and such other premiums for insurance paid
by Landlord from time to time; (iv) all Property repairs except those which are the Landlord’s
specific monetary obligation pursuant to Paragraph 9(c) hereof; (v) line painting, bumpering,
resurfacing and re-curbing any portion of the Property, regardless of the cause necessitating the
need thereof; (vi) lighting for common areas; (vii) electricity for common areas; (viii) security
expenses, if any; (ix) removal of trash, rubbish, garbage and other refuse from the common areas;
(x) rental on machinery or equipment used in such maintenance; (xi) the cost of personnel to
implement such services, to direct parking and to police or secure the common areas; (xii)
property management fees and expenses (it being expressly understood that Landlord may, but is not
“required to retain or subcontract the property management to one of its subsidiary, parent or
sister companies) provided same do not exceed five percent (5%) of gross receipts as applicable to
the Leased Premises for the accounting period; (xiii) the costs, including interest amortized over
its useful life, of any capital improvement made to the Property by Landlord after the date of this
Lease which is required under any governmental law or regulation that was not applicable to the
Property at the time it was constructed; (xiv) the cost, including interest, amortized over its
useful life, of the installation of any device or other equipment which improves the operating








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efficiency of any system within the Leased Premises or of the Property and thereby reduces
Operating Costs of the Leased Premises; (xv) all other expenses which would generally be regarded
as operation or maintenance expenses which would reasonably be amortized over a period not to
exceed five (5) years; and (xvi) all real property taxes and special assessments, including dues
and assessments by means of deed restrictions and/or currently existing owners associations or
their successors, which accrue against the Property during the term of this lease.




     The term “Operating Costs” specifically excludes the following: (i) repairs specifically
excluded by Paragraph 10(c) hereof; (ii) repairs, restoration or other work occasioned by fire,
wind, the elements, or other casualties; (iii) income and franchise taxes of Landlord; (iv)
expenses incurred in the procurement of Tenants, including, without limitation, legal fees and
brokerage commissions; (v) leasing commissions, advertising expenses and expenses for renovating
space for new Tenants; (vi) interest or principal payments on any mortgage or other indebtedness of
Landlord except as specified above; (vii) any depreciation allowance or expense; (viii) Operating
Costs which are otherwise the responsibility of Tenant; (ix) expenses which are properly allocable
to a specific building in the Property other than the Building; and (x) expenses for services
furnished to other tenants that are beyond those that apply to all tenants of the Property
generally. Except for the Landlord’s specific monetary obligations to repair and maintain the
Leased Premises as set forth in Paragraph 10(c) and the exclusions from the definition of the term
“Operating Costs” set forth above, all of Landlord’s expenses and costs associated with the
operation, management, repairs or maintenance of the Property shall be included as Operating Costs,
It being the intent of the parties that, except as herein qualified, this is a “triple net” lease
for the Landlord (presuming one hundred per cent (100%) occupancy).



          (f) Statement of Payment of Expenses. If the term of this Lease begins after January 1
or ends prior to December 31, Tenant’s share of Operating Costs shown on the statement delivered at
the end of such year shall be reduced proportionately and paid as aforesaid. Within one hundred
twenty (120) days after the close of each calendar year, Landlord shall deliver to Tenant a
statement showing in reasonable detail Tenant’s share of the actual Operating Costs for the
immediately preceding calendar year. However, Landlord’s failure to make any adjustment
contemplated herein or to furnish a statement to Tenant shall not prejudice Landlord’s right to
collect the full amounts of additional rent payable hereunder or Tenant’s right to receive a refund
of any excess additional rent paid by Tenant. In the event Tenant’s share of such Operating Costs
is less than the amount previously anticipated and collected from Tenant by Landlord, Landlord
shall refund to Tenant within thirty (30) days after delivery of the statement the difference
between Tenant’s estimated and actual share of Operating Costs. Tenant’s share of Operating Costs
scheduled for the current calendar year shall be reduced proportionately or, in the event this
Lease has terminated, any excess shall be applied to sums owed to Landlord, and if none, then
remitted to Tenant within ten (10) days after the end of the one hundred twenty (120) day period.
In the event Tenant’s share of such Operating Costs is greater than the amount previously
anticipated and collected from Tenant by Landlord, Tenant shall pay to Landlord the difference
between the sums paid by Tenant and the sums actually due within ten (10) days of Tenant’s receipt
of a statement for said amount from Landlord. Tenant may at its option at reasonable times and upon
reasonable notice inspect Landlord’s books and records kept with respect to Operating Costs. Any
such inspection shall be made within one hundred eighty (180) days after Landlord furnishes the
statement required in this Paragraph and Tenant’s failure to inspect the records and contest the
Operating Costs within the one hundred eighty (180) day period shall be deemed a waiver of Tenant’s
right to contest the Operating Costs for the time period covered by the statement.




     3. Options to Renew.



     Landlord hereby grants to Tenant two (2) options to renew this Lease each for an additional
five (5) year term provided Tenants not then in default under this Lease and Tenant gives written
notice to Landlord



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not less than one hundred twenty (120) days prior to the expiration of the original or then
existing renewal term of this Lease. Monthly Base Rent shall be increased for the first year of the
initial renewal term by one and one-half percent (1.5%) over the Monthly Base Rent charged (not
including abatements in rent for reason other than a permanent taking by way of condemnation or
deed in lieu thereof) in the final year of the original Term of this Lease and by one and one-half
percent (1.5%) per annum over the immediately preceding lease year for each of the second through
fifth years of the renewal term. All other terms and conditions of this Lease will remain in full
force and effect during the renewal term other than the requirement that Landlord provide Leasehold
Improvements to the Premises as of the Commencement Date.




     4. Use and Possession.



          (a) Use. It is understood that the Leased Premises are to be used for general office,
back-room operations, storage and disaster recovery use only and no other use is permitted without
the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without
qualifying the generality of the foregoing, it is specifically understood that no retail use of the
Leased Premises shall be permitted except as specifically permitted by this Lease, and no hazardous
substances, toxic wastes, asbestos, or petroleum products will be stored or brought into the Leased
Premises except those necessary for the customary maintenance of the Leased Premises provided same
are used, stored and disposed of in accordance with all applicable laws, rules, ordinances and
regulations. 



          (b) Possession. The Landlord agrees to use its reasonable best efforts to have the
Leased Premises (both Base Building and Leasehold Improvements) completed in accordance with the
plans and specifications to be prepared by The Stellar Group and approved by Landlord and Tenant
and ready for possession within seven (7) months after final design approval by Landlord and Tenant
and the City of Jacksonville, which is estimated to be June 1, 2004 (the “Possession Date”) If
Landlord is unable to give possession of the Leased Premises by the Possession Date for any reason
unless the same shall directly result from Tenant’s failure to meet the schedule attached hereto as
Exhibit C or to other causes attributable solely to the Tenant or because of an event of force
majeure (as defined in Paragraph 39) and as a direct result of Landlord’s failure to give
possession Tenant is unable to occupy the Leased Premises by one month after the Possession Date,
an abatement of the rent to be paid hereunder, for the period of time Landlord is unable to give
possession and Tenant is unable to occupy the Leased Premises, shall be allowed Tenant and the term
of this Lease and the Commencement Date shall be extended beyond the agreed expiration date by the
number of days possession was delayed. The abatement of rent shall be the full extent of Landlord’s
liability to Tenant for any loss or damage to Tenant on account of said delay in obtaining
possession of the Leased Premises.




          (c) Expiration of Term. At the expiration of the term hereof, Tenant shall deliver up
the Leased Premises in good repair and condition, ordinary wear and tear and damage resulting from
insured casualty only excepted.




     5. Acceptance of Premises and Construction of Leasehold Improvements. Landlord shall
complete the base building in accordance with the requirements set forth on Exhibit D attached
hereto (the “Base Building”). Landlord shall construct additional improvements (the “Leasehold Improvements”)
to the Leased Premises, in accordance with the plans and specifications to be prepared by The
Stellar Group and delivered to Landlord by Tenant, and shall deliver possession of the Leased
Premises to Tenant by the Possession Date. The Leased Premises shall be delivered free of any liens which would interfere with Tenant’s use of the
Property and free of any Hazardous Substances (as hereinafter defined). The cost for the Leasehold
Improvements and any modification thereto shall be set forth in separate writings signed by
Landlord and Tenant. Landlord shall pay $900,000.00 of the cost of Leasehold Improvements including



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signage as described in Paragraph 9 of this lease, but Tenant shall be responsible for costs in
excess of this amount. Upon Tenant accepting possession of the Leased Premises after construction
of the Leasehold Improvements, Tenant shall be deemed to have accepted the Leased Premises in its
then “as is” condition subject to Landlord completing as soon as practicable all punch list items.




     6. Sales and Use Tax. Any sales, use or other tax, excluding State and/or Federal
Income Taxes imposed on Landlord, now or hereafter imposed on any payments required to be made
under this Lease by the United States of America, the State, or any political subdivision thereof,
shall be paid monthly or annually as required as Additional Rent by the Tenant notwithstanding the
fact that such statute, ordinance or enactment imposing the same may endeavor to impose the tax on
the Landlord. Landlord hereby places Tenant on notice that the State of Florida currently imposes
sales tax on the Base Rent and Additional Rent due under this Lease from Tenant at the rate of
seven per cent (7%), which tax is to be paid to Landlord as and when said payments of Base Rent and
Additional Rent are made; provided in no event shall Landlord be entitled to double reimbursement
for sales or use taxes.



     7. Notices. For the purpose of notice or demand, the respective parties shall be
served in writing either by personal delivery, by guaranteed overnight delivery service or by
certified mail, return receipt requested, postage prepaid, addressed to the Landlord as shown on
Page 1 hereof or to the Tenant at 8100 Nations Way, Jacksonville, Florida 32256 prior to its
occupancy of the Leased Premises. Notice given by personal delivery or guaranteed overnight
delivery shall be deemed received when receipt is acknowledged or delivery refused by the intended
recipient.



     8. Ordinances and Regulations. The Tenant, at its sole expense, hereby covenants and
agrees that its use of the Leased Premises shall comply with all the rules and regulations of the
Board of Fire Underwriters and Officers or Boards of the City, County or State having jurisdiction
over the Leased Premises, and with all ordinances, regulations and governmental authorities wherein
the Leased Premises are located. Tenant shall not engage in any activity or inactivity which would
constitute a nuisance. Tenant acknowledges that Landlord, its agents, representatives, and
governmental authorities, including, without limitation, Fire Marshals or Health Inspectors, may
inspect the Leased Premises at any reasonable time during normal business hours for compliance with
such rules and regulations and, in the event that Tenant is deemed to be in non-compliance with this
Paragraph 8 or any governmental rules, regulations or ordinances, then Tenant shall promptly remedy
such non-compliance, paying all costs, expenses, fees or fines associated therewith and, in the
event Tenant does not promptly remedy such noncompliance, then Landlord may, but is under no
obligation to, remedy the same and recover all expenses relating thereto from Tenant.



     9. Signage. The Tenant will not place any signs or other advertising matter or
materials except those included in the plans and specifications on the exterior of the Leased
Premises without the prior written consent of the Landlord. Landlord may adopt and construct
signage for the Park, in which event the costs and expenses associated therewith shall be included
in the Park Operating Costs. Landlord may include an appropriate sign for Tenant on such signage
which shall be approved by Tenant.



     10. Utilities and Maintenance.



          (a) Utilities. Tenant shall obtain and pay the cost of water, gas, electricity, fuel,
light, heat, power and all other utilities or services furnished to the Leased Premises or used by
Tenant in conjunction therewith and all charges for trash collection services or other sanitary
services rendered to the Leased Premises or used by Tenant in connection therewith, in no event shall Landlord be liable for any interruption or failure in
the supply of any such utilities to the Leased Premises unless such interruption is due solely to
the willful act or negligence of Landlord.





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          (b) Tenant’s Obligations of Maintenance, Repair and Replacement. Subject to the
provisions of Paragraphs 14 and 19 hereof, Tenant shall, at Tenant’s sole cost and expense, keep
the Leased Premises and every part thereof in its presently existing condition excepting only
ordinary wear and tear, and in good condition and repair except as hereinafter provided with
respect to Landlord’s obligations. Tenant’s obligations shall include, without limitation, the
maintenance and repair of any doors, window casements, window panes, glazing, plumbing, pipes,
electrical wiring and conduits, and the heating and air conditioning system servicing the Leased
Premises. Tenant shall obtain a service contract in form and substance acceptable to Landlord for
the repair and maintenance of the heating and air conditioning system serving the Leased Premises.
A duplicate copy of such contract and any amendments or renewals thereof shall be delivered to
Landlord within fifteen (15) days after Tenant first obtains such contract, renewal or amendment.
Tenant’s obligations shall further include the replacement of (1) doors, window casements, window
panes, glazing and (2) plumbing, pipes, electrical wiring and conduits which are related to tenant
improvements but not those which are part of the base building. The cost of all repairs and
replacements to the Leased Premises caused by the act, omission or negligence of Landlord, its
agents, employees or contractors, shall be at Landlord’s sole cost and expense. If the Tenant
refuses to properly carry out any maintenance or repair required pursuant to this Paragraph 10 to
the reasonable satisfaction of Landlord, Landlord may, but shall not be obligated to, upon fifteen
(15) days’ prior written notice to Tenant (except in the case of emergency) perform such
maintenance or repair without being liable for any loss or damage that may result to Tenant’s
merchandise, fixtures or other property and Tenant shall pay to the Landlord upon demand the
Landlord’s costs relating to any such maintenance or repair. The Tenant agrees that the making of
any maintenance, repair or replacement by the Landlord pursuant to this Paragraph 10 is not a
reentry or a breach of any covenant for quiet enjoyment contained in this Lease.




          (c) Landlord’s Obligations of Maintenance, Repair and Replacement. Subject to the
conditions set forth herein and the provisions of Paragraph 14 hereof and notwithstanding the
preceding Paragraph 10 (b), Landlord shall repair and maintain only the roof, foundation and load
bearing walls of the Leased Premises, exterior wall assemblies, exterior weather walls, subfloor,
structural columns and beams, and underground utility, sewer pipes, water lines, electric service
to the Leased Premises (but only to the extent such is not required to be maintained by a third
party), plumbing, pipes, electrical wiring and conduits which are part of the Base Building, HVAC
ductwork and replacement of air handlers and compressors, unless such maintenance and repair are
caused in part or in whole by breaking or entering or the act, omission or negligence of Tenant,
its agents, employees or contractors, in which event the maintenance, repair or replacement shall
be paid by Tenant. None of such persons shall be permitted upon the roof of the Leased Premises or
other buildings on the Property for any reason without the Landlord’s prior written consent except
in the case of an emergency or unless access is required by Tenant to repair or maintain a system
installed by Tenant or on Tenant’s behalf on the roof provided prior notice is given to Landlord,
said repair does not involve disturbing a roof penetration already made or installing a new roof
penetration and said repair can be undertaken and completed without damaging the roof. Tenant
hereby agrees to indemnify Landlord for all damages suffered by Landlord as a result of Tenant’s
use of the roof access rights granted hereby and Landlord will have no obligations with respect to
maintenance or repair of the roof if Tenant, its agents, servants, employees or invitees enter upon
the roof of the Leased Premises without prior written consent when required by an emergency
regardless of whether such entry caused or necessitated the need for such repair or maintenance.
Landlord shall not be liable for any failure to make such repairs or to perform any maintenance
unless such failure shall persist for an unreasonable time after written notice of the need for
such repairs or maintenance is given to Landlord by Tenant. In the event Tenant fails to notify
Landlord in accordance herewith of any defective condition actually known to Tenant which Landlord
is required to repair hereunder and if Landlord does not have actual notice of the condition,
Tenant shall be responsible to Landlord for any extraordinary costs and expenses, as well as damages and liabilities incurred by
Landlord







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which are proximately caused by Tenant’s failure to so notify Landlord. Except in the case of
Landlord’s negligence, there shall be no abatement of rent and no liability of Landlord by reason
of any injury to or interference with Tenant’s business arising from the making of any repairs,
alterations, or improvements in or to any portion of the Leased Premises or the Property or in or
to fixtures, appurtenances and equipment therein. Tenant may make repairs at Landlord’s expense if
Landlord fails to make any repairs required to be made by Landlord within fifteen (15) days after
written notice from Tenant. Except for the repair, maintenance and replacement obligations of the
Landlord relating to the foundation, load bearing walls, exterior wall assemblies or a weather
wall, sub-flooring, structural and columns and beams Landlord shall be entitled to reimbursement
for repair, maintenance and replacement made by Landlord unless such expenses would be capitalized
over a period of greater than 5 years under GAAP, this Lease otherwise constituting a “triple net”
lease as between Tenant and Landlord.




     11. Alterations. Tenant shall not make additions, alterations, changes or improvements
in or to any structural components or the exterior of the Leased Premises or which reduce the value
of the Leased Premises without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. In the event that Landlord consents to such additions, alterations, changes
or improvements, then all additions, alterations, changes or improvements shall be constructed at
Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord;
provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense,
to remove any such additions, alterations, changes or improvements at the expiration or sooner
termination of this Lease, and to repair any damages to the Leased Premises caused by such removal
provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval.
Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises,
Property and Park free from all mechanics’ liens and other such liens arising from any work
performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in
connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches
as a result of such work immediately after such lien attaches or payment for the labor or material
is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or
suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and
no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Leased Premises,
Property or Park as a result thereof.



     12. Quiet Enjoyment. The Landlord covenants and agrees that Tenant, upon paying the
rent and performing the covenants herein required, shall and may peaceably and quietly hold and
enjoy the Leased Premises for the term aforesaid subject, nevertheless, to the terms of this Lease
and to any mortgages, leases, agreements and encumbrances to which this Lease is or may be made
subordinate. Tenant agrees to occupy and use the Leased Premises in such a manner so as to not
disturb the quiet enjoyment of any other part of the Project or Park by the other owners and
tenants thereof.



     13. Landlord’s Right to Inspect and Enter. The Landlord shall have the right upon
twelve (12) hours’ advance notice (which may be oral and may be given to a representative of Tenant
at the Leased Premises), during normal business hours during the term of this Lease (or at any time
in the event of an emergency), to enter the Leased Premises for the purpose of examining or
inspecting same and of making such repairs or alterations therein as the Landlord shall deem
necessary, and may, at any time within six (6) months immediately preceding the expiration of the
specified term show the Leased Premises to others for the purpose of rental or at any time show the
Leased Premises. Property and Park to a prospective purchaser and may affix to suitable
parts of the Leased Premises, Property and Park a notice of Landlord’s intention to lease or sell
same.



     14. Fire or Casualty. If the Leased Premises are damaged by fire or other casualty,
Landlord will, subject to the provisions of any Subordination, Non-disturbance and Attornment
Agreement entered into



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pursuant to this Lease, Exhibit E attached hereto, promptly repair the damage and restore the following
portions of the Leased Premises to their condition existing immediately prior to the occurrence of
the casualty: the roof, load bearing walls, foundation, utility infrastructure originally provided
by Landlord, exterior wall assemblies, exterior weather walls, subfloor, structural columns and
beams, and the Leasehold Improvements made by Landlord pursuant to Paragraph 4 of this Lease. If
the reasonable time for completing any such restoration or repair is longer than one hundred eighty
(180) days, Tenant shall have the option to terminate this Lease by giving notice of termination to
the other party, which notice shall be given within thirty (30) days after the date of the casualty
or given by Tenant within thirty (30) days after notice from Landlord that restoration will take
longer than one hundred eighty (180) days. In the event Landlord repairs and restores those
portions of the Leased Premises which it is required to repair or restore pursuant to this
Paragraph 14, Tenant shall promptly make, at its sole cost and expense, all other repairs and
replacements to the Leased Premises which are required to restore the Leased Premises to
substantially the same condition existing immediately prior to such casualty. Notwithstanding
anything to the contrary herein, if the damage or destruction to the Leased Premises occurs within
one (1) year of the expiration of the then existing term of the Lease or if the damage or
destruction to the Leased Premises is so substantial that it has destroyed the Leased Premises to
the extent of fifty per cent (50%) or more of the replacement cost of the Leased Premises, Tenant
may either exercise any existing option to extend, in which event, Landlord shall rebuild, or
either Landlord or Tenant shall have the option to terminate the Lease by giving written notice to
the other within thirty (30) days after the date of the casualty. The Base Rent shall abate from
the date of the casualty in proportion to the impairment of the use that Tenant can reasonably make
of the Leased Premises until the Leased Premises are restored so they can be occupied by Tenant or
until the Lease is terminated in accordance with this Paragraph 14. The Landlord shall not be
liable, regardless of cause, for any inconvenience or interruption of the business of the Tenant
occasioned by fire or other casualty. Notwithstanding anything to the contrary in this Lease,
Landlord shall have no obligation to insure the Leased Premises, or any portions thereof or any
contents, property or other items located therein, either presently or in the future.




     15. Condemnation. If the Leased Premises or Building is taken by eminent domain or
condemnation or voluntarily transferred to such authority under the threat thereof, Landlord may,
at its sole option, terminate the Lease by giving written notice to Tenant within forty five (45)
days after notice of taking, which termination shall be effective on the date of taking. If a
portion of the Leased Premises is taken and if by reason of such taking, Tenant’s operation on or
access to the Leased Premises is materially impaired, Tenant shall have the option to terminate
this Lease by giving written notice to Landlord within forty five (45) days after notice of taking.
After such taking and as of such date, the rent will be adjusted in proportion to the impairment of
the use that Tenant can reasonably make of the balance of the Leased Premises. If the Leased
Premises are damaged or if access to the Leased Premises is impaired by reason of such taking and
neither Landlord nor Tenant elects to terminate this Lease as provided herein, Landlord will
promptly rebuild or repair the damage to the extent possible within the limitations of the
available condemnation award. Tenant hereby waives any and all rights it may have in all
condemnation awards including, without limitation, loss of or damage to its leasehold estate, and
hereby assigns said claims to Landlord except such awards as are separately and specifically
awarded to Tenant for its separate personal property, moving expenses and business damages.



     16. Assignment and Sublease. Tenant may assign its interest in the Lease or sublet all
or any portion of the Leased Premises at any time to any party without Landlord’s consent, but such
assignment or subletting shall not relieve Tenant of its obligations hereunder. Tenant may assign
this Lease and shall be relieved of liability hereunder which accrues subsequent to the assignment
if the assignee assumes the obligations herein, has a favorable business reputation and has a GAAP
net worth equal to or greater than the Tenant immediately preceding the transfer. Tenant agrees to
obtain from a proposed assignee all information



8









 




reasonably required by Landlord to make said determination. Tenant may not otherwise transfer, hypothecate, mortgage or pledge its interest in
the Lease without Landlord’s prior written consent which may be arbitrarily withheld.




     17. Holdover. Any holding over by the Tenant after the expiration of this Lease
shall be construed as a tenancy at sufferance (unless such occupancy is with the written consent
of the Landlord) in which event the Tenant will be a tenant from month to month, upon the same
terms and conditions of this Lease, except at a Base Rent for such holdover period of 125% of the
Base Rent rate in effect for the month preceding such holdover. Acceptance by the Landlord of
rent after such termination shall not constitute a renewal.



     18. Subordination. This Lease shall be subject and subordinated at all times to the
terms of any and all ground or underlying leases which may hereafter be executed affecting the
Leased Premises, Property or the Park and to the liens of any and all mortgages or deeds of trust
in any amount or amounts whatsoever, whether now existing or hereafter created, encumbering all
or any combination of the Leased Premises, the Property or the Park without the necessity of
having further instruments executed by the Tenant to effect such subordination. In furtherance
thereof, Tenant acknowledges that Landlord shall not have the authority, without first obtaining
the written consent of any mortgagee, to consent to the cancellation or surrender of this lease,
or accept prepayment of rents, issues or profits under the lease, other than as provided for in
this Lease, nor to modify this Lease so as to shorten the term, decrease the rent, accelerate the
payment of rent, or change the terms of any renewal option, and any such purported assignment,
cancellation, surrender, prepayment or modification made without the written consent of the
mortgagee shall be void as against the mortgagee. Notwithstanding the foregoing, Tenant and
Landlord and all Lenders or Lessors shall have executed the Subordination, Nondisturbance and
Attornment Agreement attached hereto as Exhibit D as a condition precedent to the foregoing
subordination. Landlord and Tenant agree to execute such further instruments, evidencing such
subordination of this Lease to such ground or underlying leases and to the lien of any and all
such mortgages or deeds of trust as may be reasonably requested by the other party. If Tenant
shall fail to execute and deliver such instruments within fifteen (15) days of Landlord’s
request, Landlord is hereby granted power of attorney to execute such instruments in the name of
Tenant as the act and deed of Tenant, and this authorization is hereby declared to be coupled
with an interest and is irrevocable during the term of this Lease. In the event of termination,
for any reason whatsoever, of any underlying lease, or if the Leased Premises, Property or Park
is sold to a purchaser, or any mortgage holder or holder of deed of trust succeeds to ownership
of the Leased Premises, Property or Park by reason of a foreclosure, deed in lieu of foreclosure
or otherwise, then Tenant shall, at such successor’s request, be and become the tenant of such
underlying landlord, purchaser, mortgagee or holder of deed of trust and shall attorn to same
under this Lease.



     19. Indemnity, Waiver and Insurance.



          (a) i) Tenant’s Indemnity. Tenant will indemnify, defend and save Landlord, its
employees, agents and contractors, harmless from and against any and all actions, damages,
liability and expenses in connection with the loss of life, personal injury, property damage, or
loss or damage of whatever nature, to third parties caused by or resulting from, or claimed to have
been caused by or to have resulted from, wholly or in part, any act, omission or negligence of
Tenant or anyone claiming under Tenant (including, but without
limitation, Tenant’s subtenants, concessionaires, agents, employees, servants and contractors). This indemnity, defense and hold
harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in
connection with any such injury, loss or damage or any such claim, or any proceedings brought
thereon or the defense thereof including, without limitation, court costs and reasonable attorneys
fees. If Tenant or anyone claiming under Tenant or the whole or any part of the property of Tenant
shall be injured, lost or damaged by theft, fire, water or steam or in any other way or manner
whether similar or dissimilar to the foregoing, no part of said injury, loss or damage is to be
borne by the Landlord or its agents. Tenant



9









 




agrees that Landlord shall not be liable to Tenant or anyone claiming under Tenant for any injury, loss, or damage that may be caused by or result from
the act, omission, default or negligence of any persons occupying adjoining premises or any other
part of the Property or Park. In case the Landlord shall, without fault on its
part, be made a party to any litigation commenced by or against Tenant, the Tenant shall protect,
indemnify, and defend with counsel reasonably acceptable to Landlord, and hold Landlord harmless
and shall pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in
connection with such litigation. Landlord agrees to give Tenant timely notice of any claims for
which indemnity will be sought. The obligations set forth in this paragraph shall survive the
expiration or sooner termination of the Lease.




               ii) Landlord’s indemnity. Landlord will indemnify, defend and save Tenant, its
employees, agents and contractors harmless from and against any and all actions, damages, liability
and expenses in connection with the loss of life, personal injury, property damage, or loss or
damage of whatever nature, to third parties caused by or resulting from, or claimed to have been
caused by or to have resulted from, wholly or in part, any act, omission or negligence of Landlord
or anyone claiming under Landlord (including, but without limitation, Landlord’s subtenants,
concessionaires, agents, employees, servants and contractors). This indemnity, defense and hold
harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in
connection with any such injury, loss or damage or any such claim, or any proceedings brought
thereon or the defense thereof including, without limitation, court costs and reasonable attorneys’
fees. In case the Tenant shall, without fault on its part, be made a party to any litigation
commenced by or against Landlord, the Landlord shall protect, indemnify, and defend with counsel
reasonably acceptable to Tenant and hold Tenant harmless, and shall pay all costs, expenses and
reasonable attorneys’ fees incurred or paid by Tenant in connection with such litigation. Tenant
agrees to give Landlord timely notice of any claims for which indemnity will be sought. The
obligations set forth in this paragraph shall survive the expiration or sooner termination of the
Lease.



          (b) Insurance Required of Tenant. Tenant will carry and maintain, at its sole cost and
expense, the following types of insurance with respect to the Leased Premises, in the amounts
specified and in the form hereinafter provided for:




               i) Comprehensive General Liability Insurance. Comprehensive general liability
insurance with a combined single limit of not less than $2,000,000.00 per occurrence for bodily
injury and property damage insuring against legal liability of the insured with respect to said
Leased Premises or arising out of the maintenance, use or occupancy thereof. Said insurance shall
include, but not be limited to, independent contractor liability, products and completed operations
coverage, and the Broad Form Comprehensive General Liability Endorsement, including personal injury
and advertising liability contractual liability and premises medical payments.



               ii) Comprehensive Automobile Liability Insurance. Comprehensive automobile liability
insurance with a limit of not less than $500,000.00 per occurrence for bodily injury and property
damage for both owned and non-owned vehicles.



               iii) Commercial Umbrella Liability Insurance. Tenant shall also carry and maintain
commercial-umbrella liability Insurance with a limit of not less than $1,000,000.00 per occurrence.



               iv) Property Insurance. “All Risk” property insurance including plate glass coverage
on a replacement cost basis, with coverage equal to not less than the full replacement value of the
Leased Premises and all personal property, decorations, trade fixtures, furnishings, equipment,
alterations, leasehold improvements and betterments made by Tenant, and all other contents located
or placed therein.



10









 





               v) Workers’ Compensation Insurance. Workers’ Compensation Insurance covering all
employees of Tenant, as required by the laws of the State where the Leased Premises are located.



               vi) Policy Form. All policies of insurance provided for herein shall be issued by
insurance companies with general policyholders’ rating of not less than “A” Class VI as rated in
the most current available “Best’s Insurance Reports” and licensed to do business in the State of Florida and in good financial
standing, and general liability and umbrella liability policies shall be issued in the names of
Landlord, Tenant and other such persons or firms as Landlord specifies from time to time. Such
policies shall be for the mutual and joint benefit and protection of Landlord, Tenant and others
specified in this Lease, and certificates of insurance enumerating the above coverages and naming
Landlord as an additional insured shall be delivered to the Landlord within fifteen (15) days after
delivery of possession of the Leased Premises to Tenant and thereafter within fifteen (15) days
prior to the expiration of the term of each such policy. As often, as any such policy shall expire
or terminate, renewal or additional policies shall be procured and maintained by the Tenant in like
manner and amounts and to like extent. All certificates delivered to the Landlord must contain a
provision that Tenant’s Insurer will endeavor to give thirty (30) days’ notice in writing in
advance of any cancellation or lapse or any material change in coverage. All public liability,
property damage and other casualty policies shall be written as primary policies, not contributing
with and not as excess coverage to that which the Landlord may carry.



               The minimum limits of the liability policies of insurance set forth in subparagraphs
19(b)(i)-(iii) above shall be subject to reasonable increase at any time, and from time to time
provided the total coverages required to be maintained by Tenant are either required by its
mortgagee or are not substantially greater than the limits generally required to be maintained by
tenants occupying similar space for comparable uses in the City of Jacksonville, Florida within
thirty (30) days after demand therefor by Landlord,Tenant shall furnish Landlord with evidence of
Tenant’s compliance with such demand.



               Tenant agrees, at its own expense, to comply with all rules and regulations of the Fire
Insurance Rating Organization having jurisdiction of the Leased Premises and to comply with all
requirements imposed by Landlord’s insurance carrier, if any. If gas is used in the Leased
Premises, Tenant shall install, at its expense, both manual and automatic gas cutoff devices.



               vii) Failure of Tenant to Obtain Insurance. In the event that Tenant fails to timely
procure and/or continuously maintain any insurance required by this Section 19, or fails to carry
insurance required by law or governmental regulation, Landlord may (but without obligation to do so
and without notice to Tenant) at any time and from time to time, and in addition to all other
remedies available to Landlord, procure such insurance and pay the premiums therefor, in which
event Tenant shall repay the Landlord all sums so paid by Landlord, together with interest thereon
at the Default Rate, and any incidental costs or expenses incurred by Landlord in connection
therewith, within fifteen (15) days following Landlord’s written demand to Tenant for such payment.



               viii) Waiver of Liability. Neither Landlord nor Tenant shall be liable to each other
or to any insurance company insuring the other party (by way of subrogation or otherwise) for any
loss or damage to their respective properties including without limitation, any building, structure or other real or personal
property, or any resulting loss of income, or losses under workers’ compensation laws and benefits,
even though such loss or damage might have been occasioned by the negligence of the other party,
its agents, employees or contractors. Tenant and Landlord shall, upon obtaining any policies of
insurance, give notice to the insurance carrier or carriers that the foregoing mutual waiver is
contained in this Lease.



     20. Access and Operation: Tenant shall have access to the Leased Premises at all
hours of the



11









 




day or night, provided however, Landlord shall have the right to adopt reasonable rules and
regulations governing access to the Leased Premises after normal business hours. Tenant understands
and agrees that Landlord shall have no duty to provide security services to Tenant or Tenant’s
employees, agents, contractors, or invitees, the Park, Property or the Leased Premises and Tenant
shall look to the public police force, independent security services or the like, for security
protection. If Landlord, from time to time, provides security services, the costs of such shall be
borne by the tenants of the Park as a part of Operating Costs.




     21. Default. It is mutually agreed that in the event i) Tenant shall fail to make
payment of Base Rent or Additional Rent herein reserved within fifteen (15) days after written
notice that same is delinquent provided notice of a payment default will not be given more than two
(2) times in any given twelve (12) month period; or ii) if Tenant shall fail to perform any of the
material terms, covenants, conditions, or provisions of this Lease other than Tenant’s requirement
to pay Base Rent or Additional Rent, and to cure such failure within thirty (30) days after written
notice thereof from Landlord or, if the length of time necessary to cure such default is greater
than ten (10) days, shall have commenced to cure and shall diligently pursue such curative action;
or iii) if Tenant shall file a voluntary petition under any bankruptcy, or insolvency law; or iv)
an involuntary petition shall be filed against Tenant under any bankruptcy or insolvency law and
such proceeding is not dismissed within sixty (60) days of the commencement date; or v) if a
receiver is appointed for Tenant’s property and such proceeding is not dismissed within sixty (60)
days of the commencement date; or vi) if, whether voluntarily or involuntarily, Tenant takes
advantage of any debtor relief proceedings under any present or future law, whereby the Base Rent
or Additional Rent or any part thereof is, or is proposed to be, reduced or payment thereof
deferred; or vii) if Tenant makes an assignment for benefit of creditors; then, in any of said
events, default shall be deemed to occur hereunder and Landlord, at its option, may at once or at
any time thereafter, proceed according to one or more of the following courses of action, to the
fullest extent permitted by law:



          (a) Landlord’s Right to Cure. Landlord may, with or without terminating this Lease,
immediately or at any time thereafter, reenter the Leased Premises and perform, correct or repair
any condition which shall constitute a failure on Tenant’s part to keep, observe, perform, satisfy,
or abide by any term, condition, covenant, agreement, or obligation of Tenant under this Lease, and
Tenant shall fully reimburse and compensate Landlord on demand for all reasonable costs and
expenses incurred by Landlord in such performance, correction or repairing including, without
limitation, interest at the Default Rate.




          (b) Demand for Possession. Landlord may, with or without terminating this Lease,
immediately or at any time thereafter, demand in writing that Tenant vacate the Leased Premises
and, unless otherwise requested by Landlord, thereupon Tenant shall vacate the Leased Premises and,
unless otherwise requested by Landlord, remove therefrom all property thereon belonging to or
placed in the Leased Premises by, at the direction of, or with the consent of Tenant, within three
(3) days of receipt by Tenant of such notice from Landlord (which notice may be given by U. S.
Mail, certified mail, hand delivery, guaranteed overnight delivery service or, if Tenant is absent
from the Leased Premises, by posting), whereupon Landlord shall have the right to reenter and take
possession of the Leased Premises. Any such demand, reentry and taking possession of the Leased
Premises by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of
this Lease or of the Leased Premises by Tenant and shall not of itself constitute a termination of
this Lease by Landlord.




          (c) Re-letting. Landlord may, with or without terminating this Lease, immediately or
at any time thereafter, re-let the Leased Premises or any part thereof for such term, at such
rental and upon such other terms and conditions as may be commercially reasonable, and Landlord may
make any alterations or repairs to the Leased Premises which it may deem necessary or proper to
facilitate such re-letting; and Tenant shall pay all commercially reasonable costs of such
re-letting including, but not limited to, the cost of





12









 







any such alterations and repairs to the Leased Premises, attorneys’ fees, and brokerage commissions; and if this Lease shall not have been
terminated Tenant shall continue to pay all Base Rent and Additional Rent and all other charges due
under this Lease up to and including the date of beginning of payment of rent by any subsequent
tenant of part or all of the Leased Premises, and thereafter Tenant shall pay monthly during the
remainder of the term of this Lease the difference, if any, between the rent and other charges
collected from any such subsequent tenant or tenants and the Base Rent and Additional Rent and
other charges reserved in this Lease, but Tenant shall not be entitled to receive any excess of any
such rents collected over the Base Rent and Additional Rent reserved herein except that such excess, if any, shall be
applied against the costs incurred by Landlord as a result of the defaults.




          (d) Termination. Landlord may immediately, or at any time thereafter, terminate this
Lease, and this Lease shall be deemed to have been terminated upon receipt by Tenant of written
notice of such termination. Upon such termination, Landlord shall recover from Tenant all damages
Landlord has suffered or may suffer by reason of such termination including, without limitation,
unamortized sums expended by Landlord for construction of tenant improvements, all arrearages in
Base Rent and Additional Rent, costs, charges, and reimbursements, the cost (including court costs
and reasonable attorneys’ fees) of recovering possession of the Leased Premises and the cost of any
alteration of or repair to the Leased Premises which is necessary or proper to prepare the same for
reletting. In addition thereto, Landlord, at its election shall have and recover from Tenant either
i) an amount equal to the excess, if any, of the total amount of all Base Rent and Additional Rent
to be paid by Tenant for the remainder of the term of this Lease over the then reasonable rental
value of the Leased Premises for the remainder of the term of this Lease, reduced to present value,
or ii) the Base Rent and Additional Rent and other charges which Landlord would be entitled to
receive from Tenant pursuant to the provisions of this Paragraph 21 herein if this Lease were not
terminated. Such election shall be made by Landlord by serving written notice upon Tenant of its
choice of one of the two immediately preceding alternative recoveries within thirty (30) days of
the notice of termination by Landlord to Tenant as described in this Paragraph 21(d).




          (e) Acceleration. Landlord may, by written notice to Tenant, accelerate all sums to
become due under this Lease for the remainder of the term in conjunction with the exercise of any
remedy available to it in this Lease or otherwise, but only following the occurrence of a monetary
default.




          If Landlord reenters the Leased Premises or terminates this Lease pursuant to any of the
provisions of this Lease, Tenant hereby waives all claims for damages which may be caused by such
reentry or termination by Landlord. No such reentry or termination shall be considered or construed
by Tenant to be a forcible entry.




          (f) Attorneys’ Fees and Costs. In the event litigation arises out of or under the
terms of this Lease, the prevailing party shall be entitled to collect from the nonprevailing party
all costs incurred by the prevailing party including, without limitation, court costs,
investigation costs and reasonable attorneys’ fees, whether same are incurred before trial, at
trial or on appeal.




          (g) No Waiver by Landlord. Nothing herein contained shall be deemed to be a waiver by
Landlord of its statutory lien for rent, and the remedies,rights and privileges of Landlord in the
case of default of Tenant as set forth above shall not be exclusive and in addition thereto
Landlord may also exercise and enforce all of its rights at law or in equity which It may otherwise
have as a result of Tenant’s default hereunder. Landlord is herein specifically granted all of the
rights of a secured creditor under the Uniform Commercial Code with respect to the Property in
which Landlord has been granted a security interest by Tenant.





13









 








     22. Hazardous Substances.



          (a) Tenant covenants and agrees that it shall not cause or permit any Hazardous Substances
(the “Hazardous Substances” as hereinafter defined) to be installed, placed, stored, held, located,
released or disposed of in, on, at, or under the Leased Premises, the Property, or the Park without
Landlord’s prior written consent, which consent may be unreasonably, and in Landlord’s sole
discretion, withheld. Tenant further covenants and agrees to indemnify Landlord for any loss, cost,
damage, liability or expense (including without limitation, attorneys’ fees and other costs of
legal representation) that Landlord might ever incur because of Tenant’s failure to comply with the
provisions of the immediately preceding sentence. This indemnification is to survive the
expiration or other termination of this Lease.




          (b) Landlord warrants and represents that any use, storage, treatment, or transportation of
Hazardous Substances which has occurred in or on the Premises before the Commencement Date will
have been in compliance with all applicable federal, state and local laws, regulations, and
ordinances. Landlord additionally warrants and represents that, to its knowledge, no release, leak,
discharge, spill, disposal, or emission of Hazardous Substances has occurred in, on, or under the
Premises and that the Premises will be free of Hazardous Substances as of the Commencement Date.
Landlord further covenants and agrees to indemnify Tenant for any loss, cost, damage, liability or
expense (including without limitation, attorneys’ fees and other costs of legal representation)
that Tenant might ever incur because of Landlord’s failure to comply with the provisions of the
immediately preceding sentence. This indemnification is to survive the expiration or other
termination of this Lease.




          (c) For the purposes of this Paragraph 22, Hazardous Substances shall mean and include all
those substances, elements, materials or compounds that are included in any list of hazardous or
restricted substances adopted by the United States Environmental Protection Agency (the “EPA”) or
any other substance, element, material or compound defined or restricted as a hazardous, toxic,
radioactive or dangerous substance, material or waste by the EPA or by any other ordinance,
statute, law, code, or regulation of any federal, state or local governmental entity or any agency,
department or other subdivision thereof, whether now or later enacted, issued, or promulgated.




     23. Rubbish Removal. Tenant shall keep the Leased Premises clean, both inside and
outside, unless such rubbish removal is provided by the Landlord, and will remove all refuse from
the Leased Premises. Tenant shall not burn any materials or rubbish of any description upon the
Leased Premises. Tenant agrees to keep all accumulated rubbish in covered containers and to have
same removed regularly. In the event Tenant fails to keep the Leased Premises in proper condition,
Landlord may cause the same to be done for and on account of Tenant and Tenant hereby agrees to pay
the cost thereof, together with interest at the Default Rate and an administrative fee equal to ten
per cent (10%) of the cost, on demand as Additional Rent.



     24. Waiver of Liability. Except for any amount owed by either Tenant or Landlord
pursuant to Section 19 above, Tenant agrees that, following completion of construction and delivery
of the Leased Premises by the Landlord to Tenant, it shall look solely to the estate and interest
of the Landlord in the property subject to prior rights of any mortgagee of the property for the
collection of any judgment (or other judicial process) requiring the payment of money by Landlord in
the event of any default or breach by Landlord, with respect to any of the terms, covenants and
conditions of this Lease to be observed and/or performed by Landlord, and no other assets of
Landlord shall be subject to levy, execution or other procedures for the satisfaction of Tenant’s
remedies.



     25. Estoppel Letters. Within fifteen (15) days of the request of Landlord, any
lender or



14









 




prospective lender of the Property or Park, or at the request of any purchaser or
prospective purchaser of the Property or Park, Tenant shall deliver an estoppel certificate,
attaching a true and complete copy of this Lease, including all amendments relative thereto,
and certifying with particularity, among other things, i) when the last rent was paid; ii)
when the next rent is due and in what amount; iii) stating whether the Tenant has prepaid any
rent and, if so, how much; iv) stating whether either the Landlord or the Tenant is in default
under the Lease and, if so, summarizing such default(s); and v) stating whether Tenant or
Landlord has any offsets or claims against the other party and, if so, specifying with
particularity the nature and amount of such offset or claim. Landlord shall likewise deliver a
similar estoppel certificate within fifteen (15) days of the request of Tenant, any lender or
prospective lender of Tenant, or at the request of any assignee or prospective assignee of the
Tenant.




     26. Late Charges and Default Interest. Any amount of Base Rent or Additional Rent not
paid when due hereunder shall earn interest from the date of delinquency at a rate equal to the
lesser of four (4) percentage points above the prime or “standard” rate of interest charged by
Chase Manhattan Bank, New York, New York, or the highest rate allowed by law, but in no event shall
such rate be less than ten percent (10%) (the “Default Rate”).



     27. Intentionally Deleted.



     28. Successors and Assigns. Subject to the provisions of Paragraphs 16 of this Lease,
this Lease shall bind and inure to the benefit of the successors, heirs, and assigns of the parties
hereto.



     29. Relationship of the Parties. Nothing herein contained shall be deemed or construed
as creating the relationship of principal and agent or of partnership or joint venture between the
parties hereto; it being understood and agreed that the method of computing rent, any provision
contained herein, or any acts of the parties hereto shall not be deemed to create any relationship
between the parties other than that of Landlord and Tenant.



     30. Entire Agreement. It is agreed between the parties that neither Landlord nor
Tenant nor any of their agents have made any statements, promises or agreements, verbally or in
writing, in conflict with the terms of this Lease. Any and all representations by either of the
parties or their agents made during negotiations prior to the execution of this Lease and which
representations are not contained in the provisions hereof shall not be binding upon either of the
parties hereto. It is further agreed that this Lease contains the entire agreement between the
parties, and no rights are to be conferred upon either party until this Lease has been executed by
Tenant and Landlord.



     31. Construction of Language. Words of any gender used in this Lease shall be held to
include any other gender, and words in the singular number shall be held to include the plural. The
paragraph headings and titles are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.



     32. Modification. No modification, alteration or amendment to this Lease shall be
binding unless in writing and executed by the parties hereto.



     33. Broker’s Commission. Tenant covenants, represents, and warrants that Tenant has
had no dealings or negotiations with any Broker or Agent in connection with the consummation of
this Lease, and Tenant covenants and agrees to pay, hold harmless and indemnify Landlord from and
against any and all costs, expenses (including reasonable attorneys’ fees before trial, at trial,
and on appeal) or liability for any compensation, commissions, or charges claimed through Tenant by
any broker or agent, other than the



15









 




Broker set forth in this Paragraph 33 with respect to this Lease or the negotiation thereof.
Landlord agrees to pay, hold harmless and indemnify Tenant from and against all costs, expenses
(including reasonable attorneys’ fees before trial, at trial, and on appeal) or liability for any
compensation, commissions, or charges claimed through Landlord by any broker or agent with respect
to this Lease or the negotiation thereof.




     34. Provisions Severable. 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, the
remainder of this Lease or the application of such term or provision to persons or circumstances
other than those 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 be enforced to the fullest extent
permitted by law.



     35. No Recording. This Lease shall not be recorded in the public records by either
party hereto but upon delivery of the Leased Premises to Tenant each party shall promptly complete
and execute the Memorandum attached hereto as Exhibit F and either party may cause the same to be
recorded.



     36. Law and Venue. This Lease shall be enforced in accordance with the laws of the
State of Florida. The agreed upon venue is Jacksonville, Duval County, Florida.



     37. Execution; Counterparts. This Lease may be executed in any number of counterparts,
each of which shall be deemed an original and any of which shall be deemed to be complete in itself
and may be introduced into evidence or used for any purpose without the production of the other
counterparts. No modification or amendment of this Lease shall be binding upon the parties unless
such modification or amendment is in writing and signed by Landlord and Tenant.



     38. Authority. Each of the persons executing this Lease on behalf of Tenant does
hereby personally represent and warrant that Tenant is a duly authorized and validly existing
corporation, that Tenant is qualified to do business in the State of Florida, that the corporation
has full right and authority to enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so.



     39. Force Majeure. If Landlord or Tenant shall be delayed in, hindered in or prevented
from the performance of any act required hereunder (other than performance requiring the payment
of a sum of money) by reason of strikes, lockouts by the general contractor or a major
subcontractor, failure of power, inability to procure tenant specified materials, acts of God,
prohibitive governmental laws, regulations or actions, riots, insurrection, the act, failure to act
or default of the other party, or war, then the performance of such act shall be excused for the
period of the delay and the period for the performance of any such act as required herein shall be
extended for a period equivalent to the period of such delay.



     40. State Required Disclosure. The following disclosure is required to be made by the
laws of the State of Florida:



     RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it over
time. Levels of radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be obtained from your county
public health unit.



     41. OTS Right of Termination. Notwithstanding anything to the contrary herein, in the
event that Tenant is determined to be in a “troubled condition” pursuant to the provisions of 12
CFR Section 563.555 and is taken over by the Office of Thrift Supervision (“OTS”), OTS may
terminate this Lease without penalty after reasonable notice to Landlord, provided, however, this
provision shall not operate to reduce the priority or



16









 




amount of any claim available to Landlord in the event of such takeover and termination except as
provided by law.




     IN WITNESS WHEREOF, Tenant and Landlord have caused this Lease to be duly executed as of the
date of this Lease, by their respective officers or parts thereunto duly authorized.



	 	 	 	 	 	 	 	 	 

	 	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the presence of:	 	 	 	HGL PROPERTIES L.P. II, LTD,	 	 
	 	 	 	 	a Florida limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ E. Michael Holtsinger
	 	 	 	By: HGL PROPERTIES G.P., INC.	 	 
	 	 	 	 	a Florida corporation, General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	[ILLEGIBLE] 
	 	 	 	By:
	 	/s/ Will Stout
 
Will
Stout	 	 
	 

	 	 	 	 	 	Its: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 
 



	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FIRST ALLIANCE BANK,	 	 
	 	 	 	 	a Federal Savings Association	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Molly Brito 
	 	 	 	By:
	 	/s/ Gary A. Meeks
 
Gary A. Meeks
 (Print
or Type Name)	 	 
	[ILLEGIBLE] 
	 	 	 	 	 	Its: President	 	 






17









 






EXHIBIT A

FOOTPRINT AND ELEVATIONS










18









 
















 









 














 









 













 









 








EXHIBIT B

LEGAL DESCRIPTION









19









 








MAP SHOWING SURVEY OF



A PART OF THE FRANCIS RICHARD GRANT, SECTION 56, TOWNSHIP 3 SOUTH, RANGE 27 EAST, DUVAL COUNTY,
FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF REFERENCE, COMMENCE AT THE
INTERSECTION OF THE EASTERLY RIGHT OF WAY LINE OF FINANCIAL WAY (AN 80 FOOT RIGHT OF WAY AS NOW
ESTABLISHED) WITH THE SOUTHERLY LINE OF THOSE LANDS DESCRIBED IN DEED BOOK 503, PAGE 386 OF THE
CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID INTERSECTION ALSO BEING THE NORTHWEST CORNER OF THOSE
LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6485, PAGE 1641 OF SAID PUBLIC RECORDS; THENCE NORTH
88°48'59" EAST, ALONG SAID SOUTHERLY LINE OF THOSE LANDS DESCRIBED IN DEED BOOK 503, PAGE 386 (THE
SAME BEING THE NORTHERLY LINE OF SAID LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6485, PAGE 1641),
A DISTANCE, OF 994.75 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 88°48'59" EAST AND
ALONG LAST SAID LINE, A DISTANCE OF 538.19 FEET, TO A POINT LYING ON THE WESTERLY RIGHT OF WAY LINE
OF BAYMEADOWS WAY (A 100 FOOT RIGHT OF WAY AS NOW ESTABLISHED), SAID POINT ALSO LYING ON A CURVE
CONCAVE WESTERLY HAVING A RADIUS OF 450.00 FEET, AND A CENTRAL ANGLE OF 30°28'32"; THENCE ALONG AND
AROUND THE ARC OF SAID CURVE AND ALONG AND AROUND THE ARC OF SAID WESTERLY RIGHT OF WAY LINE OF
BAYMEADOWS WAY, AN ARC LENGTH OF 239.35 FEET, SAID ARC BEING SUBTENDED BY A CHORD HAVING A BEARING
OF SOUTH 28°50'29" EAST, AND A DISTANCE OF 236.54 FEET, TO A POINT OF TANGENCY; THENCE, CONTINUING
ALONG SAID WESTERLY RIGHT OF WAY OF BAYMEADOWS WAY, SOUTH 13°36'13" EAST, A DISTANCE OF 100.00
FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 750.00 FEET, AND
A CENTRAL ANGLE OF 14°46'58"; THENCE ALONG AND AROUND THE ARC OF SAID CURVE AND CONTINUING ALONG
SAID WESTERLY RIGHT OF WAY LINE, AN ARC LENGTH OF 193.51 FEET, SAID ARC BEING SUBTENDED BY A CHORD
HAVING A BEARING OF SOUTH 20°59'42" EAST, AND A
DISTANCE OF 192.97 FEET, ; THENCE SOUTH 61°36'49"
WEST DEPARTING FROM SAID WESTERLY RIGHT OF WAY LINE OF BAYMEADOWS WAY, A DISTANCE OF 53.37 FEET TO
AN INTERSECTION WITH THE EASTERLY EXTENSION OF THE MOST EASTERLY LEG OF THE NORTH LINE OF THE
LAKE PARCEL AS RECORDED IN OFFICIAL RECORDS VOLUME 9176, PAGE 2263 OF SAID COUNTY; THENCE SOUTH
88°51'07" WEST ALONG LAST SAID NORTHERLY LINE AND SAID EASTERLY EXTENSION THEREOF, A DISTANCE OF
687.43 FEET; THENCE. NORTH 01°11'01" WEST DEPARTING FROM SAID NORTHERLY LINE. A DISTANCE OF 512.70
FEET TO THE POINT OF BEGINNING, CONTAINING 7.69 ACRES MORE OR LESS.









 









 








EXHIBIT C

CONSTRUCTION SCHEDULE









20









 













 









 








EXHIBIT D

BUILDING SPECIFICATIONS



1. Building. Building containing 36,000 usable sq. ft. of leaseable area located on
approximately 2.98 acres of land at 8200 (tentatively) Nations Way. Building will consist of 32,000
sq. ft. Open Office Plan, 2,500 sq. ft. Computer Room and 1,500 Storage Space. Landlord provided
parking shall consist of 206 on-site parking spaces.



2. Electric And Other Utilities. Landlord will provide electrical to the main panel located
inside the premises and will provide stubbed plumbing to bathrooms to be located in the building
per local codes. Landlord will also provide the rough fire sprinkler system for the building
excluding the computer room. Tenant is responsible for all other utility installations including
its fire suppression system in the computer room and below the ceiling in the rest of the building.
Tenant shall also be responsible for its UPS systems to the computer room and security systems, all
of Which will installed by Landlord at Tenant’s expense.



3. Condition of Premises/Landlord’s Work. Landlord to construct for Tenant the premises in
a “Gray Box” condition to include the following:




     (a).
Building shell engineered to withstand peak wind loads of 200mph with concrete slab floor.
Landlord is to provide special floor for computer room the cost of which will be applied from the
Tenant Allowance



     (b). 350+/- KW Generator provided for hookup to electrical systems by Tenant. The final sizing
of the Generator will be provided by Landlord’s electrical engineer.



     (c). Conduit for voice/data will be installed to the 8120 and 8100 buildings.


4. Tenant Allowance. $900,000, to be paid as expenses are incurred. Work performed by
Landlord at Tenant’s expense can be deducted from the Tenant Allowance, if available. Tenant’s work
to include all equipment and interior finish except as specified above.





21









 








EXHIBIT E




SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


THIS
AGREEMENT is made as of the day of ________, 200 ________, by and between __________
(the “Lender”), and FIRST ALLIANCE BANK, a Federal Savings Association (the “Tenant”).




RECITATIONS OF FACT



A. The
Tenant is tenant under a Lease Agreement dated ________ (the “Lease”) between the
Tenant and HGL Properties L.P. II, Ltd (the “Landlord”) pursuant to which the Tenant has leased the
premises described on Exhibit A (the “Leased Premises”) to become effective when and as provided
therein.



B. The Lender is the holder of a mortgage lien on the Leased Premises pursuant to that certain
Mortgage and Security Agreement dated ________, recorded in Official
Records Book ____, page ____,
of the current public records of Duval County, Florida, and securing a Promissory Note in the
original principle amount of $_________, as it may have been or may hereafter be modified, renewed or
extended, (called the “Mortgage”), encumbering the Leased Premises and other real and personal
property as provided in the Mortgage (the “Mortgaged Property”).



C. The parties wish to provide for the subordination of the Lease to the Mortgage, for the
attornment of the Tenant and for the non-disturbance of the Tenant, all as set forth herein.




AGREEMENT



IN CONSIDERATION OF the mutual agreements contained herein and other good and valuable
consideration, the parties agree as follows:



1. Subordination. The Lease, and all modifications and renewals thereof, and the Tenant’s
rights thereunder are expressly made, are and shall continue to be subject and subordinate to the
Mortgage in all respects, and to all renewals, modifications and extensions thereof.



2. Attornment. The Tenant agrees that it will attorn to and recognize any purchaser at a
foreclosure sale under the Mortgage, any transferee who acquires the Leased Premises by deed in
lieu of foreclosure, any receiver of the Leased Premises, and the successors and assigns of such purchaser, transferee or receiver, and any
other successor in title to the Landlord, as Landlord under the terms of the Lease.



3. Non-Disturbance. In the event of any proceeding to foreclose the Mortgage, or in the
event of any earlier proceeding involving the Mortgage, the Lender agrees, unless required by law,
not to join the Tenant in such proceedings and agrees that it will not otherwise disturb the possession and other
rights of the Tenant under the Lease, except in the event of a default by the Tenant under the
Lease as provided in the Lease, and expiration of any applicable grace or cure period. Any purchaser of the
Lanlord’s interest upon foreclosure, deed in lieu of foreclosure or earlier disposition of the Leased Premises shall
take such interest subject to the Lease.



4. Limitation of Liability. In the event that Lender shall succeed to the interest
of Landlord under the






22









 







Lease, Lender shall not be:




     (a) liable for any act or omission of any prior landlord (including Landlord);



     (b) liable for the return of any security deposit not delivered to Lender and identified as such;



     (c) subject to any claims, offsets or defenses which Tenant might have against any prior
landlord (including Landlord);



     (d) bound by any rent or Additional Rent which Tenant might have paid for more than the
current month to any prior landlord (including Landlord), except as expressly provided in the
Lease; or



     (e) bound by any amendment or modification of the Lease made without Lender’s written consent.


5. Tenant’s Consent to Assignment: Notice of Defaults.




     (a) Tenant has notice that the Lease and all rent and all other sums due thereunder have been
or may be assigned to Lender as security for the Loan secured by the Mortgage. Tenant consents to
the above assignments and agrees that in the event that Lender notifies Tenant of an Event of
Default under the Mortgage and demands that Tenant pay its rent
and all other sums due under the Lease to Lender, Tenant shall honor such demand and pay its
rent and all other sums due under the Lease directly to Lender or as otherwise required pursuant to
such notice.



     (b) Tenant agrees to send a copy of any notice of default or termination under the Lease to
Lender at the same time such notice or statement is sent to Landlord.



     (c) From and after the date hereof, in the event of any act or omission by Landlord which
would give Tenant the right, either immediately or after the lapse of time, to terminate the Lease
or to claim a partial or total eviction, Tenant will not exercise any such right: (i) until it has
given written notice of such act or omission to Lender; and (ii) until the same period of time as
is given to Landlord under the Lease to cure such act or omission shall have elapsed following such
giving of notice to Lender.


6. Notices. Notices hereunder shall be delivered by certified or registered mail, return
receipt requested, prepaid, to the address set forth below, or such other address as a party hereto
shall specify to the other parties in writing.



7. Miscellaneous. This Agreement shall be governed by the laws of the State of Florida and
shall benefit and bind the parties hereto and their successors and assigns, including successors in
title.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above written.





23












 





	 	 	 	 	 

	 

	 	Signed, sealed and delivered in the presence of:
	 	                  [LENDER]
	 
	 	 	 	 
	 

	 	 	 	By:                                                           
                           
	 

	 	(Print Name)                                                             	 	 
	 
	 	 	 	 
	 

	 	(Print Name)                                                             	 	 
	 
	 	 	 	 
	 

	 	STATE OF                                        	 	 
	 

	 	COUNTY OF                                        	 	 







	 	 	The foregoing instrument was acknowledged before me this ____ day of ______, 200__, by
____, the______ of
__________ a national banking association,
on behalf of the association. He/she is personally known to me or
produced ________
as identification.





	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	{Notary Seal must be affixed}	 	 	 
	 

	 	 	 	Signature of Notary	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name of Notary	 
	 
	 	 	 	 	 
	 

	 	Signed, sealed and delivered
in the presence of:
	 	[TENANT]	 






	 	 	 

	 

	 	By:                                                                    
                           
	 

	 	(Print Name)                                                                                 
	
(Print Name)                                                                           

	 	Its:                                                                       
                         
	 
	 	 
	(Print Name)
	 	 







	 	 	STATE OF FLORIDA
COUNTY OF DUVAL






	 	 	The foregoing instrument was acknowledged before me this __ day of ____, 200 __, by ____,
the ________ of __________ a national banking association, on
behalf of the association. He/she is personally known to me or produced __________
as identification.





	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	{Notary Seal must be affixed}	 	 	 
	 

	 	 	 	Signature of Notary	 






24









 






EXHIBIT F




MEMORANDUM OF LEASE AND NOTICE OF NON-LIABILITY PURSUANT TO FLORIDA STATUTES

SECTION 713.10



THIS MEMORANDUM OF LEASE is made as of this         day of               , 2004, between HGL
PROPERTIES L.P. II, LTD., a Florida limited partnership (the “Landlord”), with its place of
business at 8120 Nations Way, Suite 202, Jacksonville, Florida 32256, and FIRST ALLIANCE BANK, a
Federal Savings Association (the “Tenant”), with its principal place of business at 8100 Nations
Way, Jacksonville Florida 32256.




W I T N
E S S E T H:



The Landlord and Tenant have entered into that certain Lease Agreement dated
                                        , 2003 (the “Lease”) for space (the “Leased Premises”) located
in Jacksonville, Florida on the real property more particularly described on Exhibit A attached
hereto. The initial term of the Lease commenced on                                          and expires on
                                        . Tenant has two (2) options to renew the Lease each for an additional
five (5) year term provided Tenant is not then in default under the Lease and Tenant gives
written notice to Landlord not less than one hundred twenty (120) days prior to the expiration of
the original or then existing renewal term of this Lease.



This Memorandum is also being executed and recorded in the Public Records of Duval County to
comply with the provisions of Florida Statutes Section 713.10 and to provide notice to all
potential Lienors (as defined in Chapter 713, Florida Statutes) that the Lease provides that the
Tenant may not subject the Landlord’s interest in the Leased Premises to any mechanics’ or
materialmen’s liens. The section of the Lease prohibiting such liability provides as follows with
respect thereto:





“Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased
Premises, Property and Park free from all mechanics’ liens and other such liens arising from any
work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant
in connection with the Leased Premises, and agrees to obtain the discharge of any lien which
attaches as a result of such work immediately after such lien attaches or payment for the labor or
material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or
suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and
no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Leased Premises,
Property or Park as a result thereof.”



All other terms and conditions of this Memorandum of Lease are as set forth in the Lease.





25









 









	 	 	 	 	 
	 	LANDLORD:



HGL PROPERTIES L.P.II, LTD,

 a Florida limited partnership

 	 
	 	By:  	HGL PROPERTIES G.P., INC. 
a Florida corporation, General Partner
 	 




	 	 	 	 	 
	 	By:  	
 	 
	 	 	William Stout 	 
	 	 	Its: Vice President 	 
	 



	 	 	 	 	 
	 	TENANT:



FIRST ALLIANCE BANK,

 a Federal Savings Association

 	 
	 	By:  	 	 
	 	Its: 	 	 
	 




	 	 	STATE OF                                        

COUNTY OF                                        






	 	 	The foregoing instrument was acknowledged before me this                     
day of                                         , 200       
             , by
                    , as                                          of HGL Properties GP, Inc., a Florida corporation, as general partner of HGL
Properties L.P. II, Ltd., a Florida limited partnership, on behalf of the partnership. He/she is
personally known to me or produced                                          as identification.
	 
	 	 	{Notary Seal must be affixed}





	 	 	 

	 

	 	 
	 

	 	Signature of Notary
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Name of Notary






26









 







	 	 	STATE OF FLORIDA


COUNTY OF DUVAL






	 	 	The foregoing instrument was acknowledged before me this                      day of                                         , 200      
              , by                     ,
as                                          of First Alliance Bank, a Federal Savings Association, on behalf of the association.
He/she is personally known to me or produced
                                                             as identification.
	 
	 	 	{Notary Seal must be affixed}





	 	 	 	 
	 

	 	 	 
	 

	 	Signature of Notary	 
	 
	 	 	 
	 
	 	 
	 

	 	 	 
	 

	 	Name of Notary	 






27









 






EXHIBIT A

LEGAL DESCRIPTION






28









 








ADDENDUM




Base Rent Schedule for 8200 Nations Way



The Monthly Base Rent is as follows:




	 	 	 	 	 
	Date	 	Base Monthly Rent (not including sales tax)
	07-01-04 (est.) to 06-30-05

	 	 	40,500.00	 
	07-01-06 to 06-30-06

	 	 	41,107.50	 
	07-01-07 to 06-30-07

	 	 	41,724.11	 
	07-01-08 to 06-30-08

	 	 	42,349.97	 
	07-01-09 to 06-30-09

	 	 	42,985.22	 
	07-01-10 to 06-30-10

	 	 	43,630.00	 
	07-01-11 to 06-30-11 (est.)

	 	 	44,284.45	 






29









 







FIRST AMENDMENT TO LEASE

(CYPRESS POINT BUSINESS PARK)

(8200 Nations Way)




     THIS FIRST AMENDMENT TO LEASE is entered into this 12th day of March, 2004, by and between HGL
PROPERTIES L.P., LTD., a Florida limited partnership (“Landlord”), and EVERBANK, a federally
chartered savings bank, formerly known as FIRST ALLIANCE BANK (“Tenant”). All terms not otherwise
defined herein shall have the meaning assigned to them in the “Lease” (defined below).



W I T N E S S E T H




     WHEREAS, Tenant and Landlord entered into that certain Lease Agreement dated September 30,
2003 (the “Lease”) for the premises to be constructed and located at 8200 Nations Way,
Jacksonville, Florida 32256 (the “Leased Premises”); and



     WHEREAS, during construction of the Leased Premises it has become evident that the costs of
construction have increased and Landlord and Tenant have agreed to amend the Lease to clarify
responsibility for the costs, adjust the rent and confirm the selection of Tenant Plans, all upon
the terms and conditions set forth below.



     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and in
the Lease, Landlord and Tenant hereby agree as follows:



     1. The recitals set forth above are hereby incorporated herein as if again set forth in their
entirety.



     2. Effective the date hereof, Landlord and Tenant agree that the Lease is hereby amended as
follows:




	 	(a)	 	The plans and specifications referenced at Paragraph 5 are hereby identified as
Tenant Plans dated 2/18/04 prepared by The Stellar Group, sheets A101-A1 through
E105-1.
	 
	 	(b)	 	The “Tenant Allowance” or allowance for the cost of Leasehold Improvements to
be incurred or paid by Landlord is increased from $900,000.00 to $1,140,000.00. The
expense of all so-called Leasehold Improvements or Tenant Improvements which exceed
$1,140,000.00 shall be paid by Tenant to Landlord within ten (10) days of completion of
the work for which payment is being requested and Tenant’s receipt of an invoice
therefor.
	 
	 	(c)	 	The cost for Leasehold Improvements to be installed by Landlord at Tenant’s expense




 









 







	 	 	 	(subject to reimbursement from the Tenant Allowance) is estimated to be
$1,342,949.00, a detailed breakdown of which is attached hereto as Exhibit A.






	 	(d)	 	The Addendum to Lease setting forth the Base Rent Schedule is deleted in
its entirety and the provisions set forth on Exhibit B attached hereto are inserted in
lieu thereof.





     3. Except as specifically modified and amended herein, all of the terms, provisions,
covenants, and conditions of the Lease shall remain unmodified and in full force and effect as
written.



     4. This First Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.



     5. To the extent the provisions of the Lease and this First Amendment are inconsistent, the
provisions of this First Amendment shall supersede and control.



     IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment to Lease as of the
day and year first above written.



	 	 	 

	Signed, sealed and delivered in the presence of:

	 	HGL PROPERTIES L.P. II, LTD.
	 

	 	a Florida limited partnership 
	 
	 	 
	/s/ Guilene Guilhem
 


	 	By: HGL PROPERTIES G.P., INC. 
	(Print Name) Guilene Guilhem
 


	 	a Florida corporation, general
partner
	 
	 	 
	/s/
William R. Glatt

	 	By:  /s/ William W. Stout 
	 	 	 

	(Print Name)
William R. Glatt
 


	 	
   William W.
Stout 

	  

	 	   Its
Vice President

	 
	 	 
	 

	 	(Corporate Seal)



 “LANDLORD”

	 
	 	 
	 

	 	EVERBANK, a federal chartered savings bank
	 
	 	 
	/s/
Alicia Westhoff Reid

	 	By: /s/ Gary A Meeks
	 

	 	 

 
	(Print Name) Alicia Westhoff Reid

	 	(Print Name) Gary A Meeks
	 

	 	 


	 

	 	Its President
	 

	 	 


	 
	 	 
	
/s/ Natalie Saputo
 


	 	(Corporate
Seal) 

	(Print
Name) Natalie Saputo
 


	 	 

	 	“TENANT” 






2









 






EXHIBIT A



3









 






EverBank Building




Tenant Improvement

Allocations-Revised 2/24/2004




	 	 	 	 	 	 	 	 	 
	 	 	Hard Costs	 	 	EverBank	 
	General Conditions/Supervision
	 	$	87,000	 	 	$	47,000	 
	Downstream Pollution
	 	$	6,400	 	 	$	6,400	 
	Plans
	 	$	12,000	 	 	$	12,000	 
	Permit
	 	$	6,000	 	 	$	6,000	 
	Plumbing
	 	$	24,800	 	 	$	24,800	 
	Electric
	 	$	178,475	 	 	$	178,475	 
	2 Turnstile Security Entries
	 	$	0	 	 	 	 	 
	Painting
	 	$	27,943	 	 	$	27,943	 
	Drywall, Doors & Ceilings
	 	$	265,674	 	 	$	265,674	 
	HVAC (office)
	 	$	203,500	 	 	$	203,500	 
	HVAC (computer room)
	 	$	106,875	 	 	$	106,875	 
	Flooring -Carpet & VCT (includes Cove Base)
	 	$	44,454	 	 	$	44,454	 
	Ceramic Tile- Reception & Baths
	 	$	11,721	 	 	$	11,721	 
	Access Control/Security Intrusion Detection
	 	$	78,000	 	 	$	78,000	 
	Fire Protection (Wet Sprinkler)
	 	$	28,475	 	 	$	28,475	 
	Raised Flooring
	 	$	47,760	 	 	$	47,760	 
	Restroom Partitions
	 	$	8,238	 	 	$	8,238	 
	Mini Blinds
	 	$	5,164	 	 	$	5,164	 
	Insulation Computer Room (Foil Faced R-19)
	 	$	10,250	 	 	$	10,250	 
	Fire Alarm (Life Safety) by code
	 	$	14,990	 	 	$	14,990	 
	FM-200 (Life Safety) by code
	 	$	68,606	 	 	$	68,606	 
	Cabinetry
	 	$	7,146	 	 	$	7,146	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	1,243,471	 	 	$	1,203,471	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Contractor Profit & Overhead @8%
	 	$	99,478	 	 	$	96,278	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	1,342,949	 	 	$	1,299,749	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HGL will increase allocation to:
	 	$	1,140,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EverBank will return rights for early
vacation of 8211 Building 


EverBank agrees to pay an additional $.50
psf for the lease
	 	 	 	 	 	 	 	 






 









 








EXHIBIT B




Base Rent Schedule




8200 Nations Way




The Monthly Base Rent is as follows:




	 	 	 	 	 
	Date	 	Base Monthly Rent (not including sales tax)
	07-01-04 (est.) to 06-30-05

	 	 	42,000.00	 
	07-01-06 to 06-30-06

	 	 	42,630.00	 
	07-01-07 to 06-30-07

	 	 	43,269.45	 
	07-01-08 to 06-30-08

	 	 	43,918.49	 
	07-01-09 to 06-30-09

	 	 	44,577.27	 
	07-01-10 to 06-30-10

	 	 	45,245.93	 
	07-01-11 to 06-30-11 (est.)

	 	 	45,924.62	 







4