EXHIBIT 10.1


 


FIRST AMENDMENT TO CORPORATE
CENTER LEASE


DATED 10-01-06, FLOORS 1,2,3,5
AND 6


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, comprising floors
1,2,3,5 and 6 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 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.


 


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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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