EXHIBIT 10.2


 


FIRST AMENDMENT TO CORPORATE
CENTER LEASE


DATED 10-01-06, FLOOR 4


601 W. MARKET STREET


LOUISVILLE, KENTUCKY


 


This
First Amendment to Corporate Center Lease dated this 8 day of July, 2008 shall
amend the terms of that lease dated October 1, 2006, comprised of floor 4
of the Republic Corporate Center (“Lease”) by and between TEECO Properties (“Landlord”)
and Republic Bank & Trust Company (“Tenant”).


 


Landlord
and Tenant agree that the terms of the Lease shall be amended to provide for an
early termination provision option that may be exercised at the sole election
of Tenant, upon notice to Landlord.  Article II
of the original lease referenced herein shall be specifically amended to read
in its entirety as follows:


 


ARTICLE
II.  TERM/OPTION TO RENEW


 


Landlord leases
the Premises to Tenant and Tenant hires and takes the Premises from Landlord,
for a term of five (5) Lease Years commencing on the first day of October,
2006 (the “Lease Commencement Date”) and expiring at midnight on the last day
of the 60th month thereafter unless sooner terminated pursuant to
the terms hereof.  Tenant may at Tenant’s
option, with one hundred eighty (180) days prior written notice to Landlord,
terminate this Lease prior to its termination date, subject to Tenant’s payment
to Landlord of a early termination fee equal to the present value of the
remaining rental payments due to Landlord net of Tenant’s actual paid moving
expenses. “Lease Year” shall mean a year period beginning on the first day of a
month, which is the first calendar month of the term of the Lease and ending on
the day before the anniversary of the first day of such year.


 


Notwithstanding
the above, the option of Tenant to terminate referenced above shall immediately
lapse upon a “Change of Control” of the Tenant or Tenant’s parent company,
Republic Bancorp, Inc. (Parent Company) 
“Change in Control” shall mean (i) an event or series of events
which have the effect of any “person” as such term is used in Section 13(d) and
14(d) of the Exchange Act, becoming the “beneficial owner” as defined in Rule 13d-3
under the Exchange Act, directly or indirectly, of securities of the Tenant or
the Parent Company, representing a greater percentage of the combined voting
power of the Tenant or the Parent Company’s then outstanding stock, than the
Trager family members as a group; (ii) an event or series of events which
have the effect of decreasing the Trager family members’ percentage ownership
of the combined voting power of the Tenant’s or the Parent Company’s then outstanding
stock to less than 25%; or (iii) the business of the Tenant or the Parent
Company is disposed of pursuant to a partial or complete liquidation, sale of
assets, or otherwise.  A “Change in
Control” shall also be deemed to occur if (i) the Tenant or the Parent
Company enters into an agreement, the consummation of which would result in the
occurrence of a “Change in Control”, (ii) any person publicly announces an
intention to take or to consider taking actions which have consummated would
constitute a “Change in Control”, (iii) the Tenant’s or the or the Parent
Company’s Board adopts a resolution to the effect that a potential “Change in
Control” for purposes of this Lease has occurred.  For purposes of this paragraph, “Trager
family members” shall mean Bernard M. Trager, Jean S. Trager and any of their
lineal descendants, and any corporation, partnership, limited liability company
or trust the majority owners 


 


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or beneficiaries
of which are directly or indirectly through another entity, Bernard M. Trager,
Jean S. Trager, or one or more of their lineal descendants, including
specifically but without limitation, the Landlord.


 


Tenant shall have two five-year options to renew
this lease for an additional five-year period for each option term at a rent
adjustment proportionate with the increase in the Consumer Price Index, all
urban consumers over each year of the preceding term.  Tenant shall notify Landlord of Tenant’s
intent to exercise such option within 90 days of the expiration of the original
term of this Lease or the first renewal term.


 


All
other terms, conditions and provisions of that Lease dated October 1, 2006
shall remain unchanged and incorporated by reference under this First Amendment
of Lease.  If there shall be any conflict
between the original Lease and this First Amendment of Lease, this First
Amendment of Lease shall control.


 


IN WITNESS WHEREOF, Landlord and
Tenant, intending to be legally bound hereby, have caused this First Amendment
of Lease to be executed by their duly authorized officers as of the day and
year first set forth above.


 


 


	
  TEECO
  Properties

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Steve Trager

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  REPUBLIC
  BANK & TRUST COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Kevin Sipes

  	
   

  	
   

  



 


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