exv10w20



 


Exhibit 10.20


	 	 	 
	Property Address:	 	
Riverside Commerce Center II

Riverside Corporate Center

Norfolk, Virginia 23502
	 
	Lessor:	 	
Riverside Crossing, L.C.
	 
	Lessee:	 	
Portfolio Recovery Associates, LLC



OFFICE LEASE



     THIS
LEASE is made as of June 27, 2003, by and between Riverside
Crossing, L.C., a Virginia limited liability company, (“Lessor”), and
Portfolio Recovery Associates, LLC, a Delaware limited liability company,
(“Lessee”).


     1.     DESCRIPTION OF PREMISES. Lessor, in consideration of the rents to be
paid by Lessee and other covenants of Lessee contained herein, does hereby
lease to Lessee the premises described below (the “Premises”):



		
	 	     Suite 100, consisting of approximately 25,000 rentable
square feet, located in a building (the “Building”) commonly known as
Riverside Commerce Center II located in Riverside Corporate
Center, Norfolk, VA 23502.



     2.     TERM. The term of this lease (the “Term”) shall be for a period of
one hundred twenty (120) months, commencing on the 1st day
of January, 2004 (the “Commencement Date”), and ending at midnight on
the 31st day of December, 2013 (the “Expiration Date”).



     3.     RENT. Lessee agrees to pay Lessor, without demand, deduction or
offset, annual rent for the Term of this lease in the amount of Three
Hundred Ninety Thousand and No/100 Dollars ($390,000.00) per annum,
payable monthly in advance on the Commencement Date and on the first business
day of each and every subsequent month in the amount of Thirty Two Thousand
Five Hundred and N0/100 Dollars ($32,500.00). If the Term of this
lease shall commence or expire on a day other than the first day of a calendar
month, the rent for any partial month shall be pro-rated. All rent payments
shall be paid to Lessor’s Managing Agent at its address specified in paragraph
31 below, or such other place as Lessor designates in writing.


     4.     ACCEPTANCE OF PREMISES. Occupancy of the Premises by Lessee shall
constitute its acceptance of same, except for latent defects and deficiencies
specified in writing by Lessee to Lessor within ten (10) days after Lessee’s
occupancy, or hidden defects or deficiencies which could not be detected from a
reasonable inspection of the Premises. Lessor will promptly repair such hidden
defects or deficiencies after notice from Lessee, as provided for


 






 


herein. Lessee acknowledges that Lessor has not made any warranties or representations,
oral or written, as to the use or fitness of the Premises for any particular
purpose, except for general office use. Lessor shall not be responsible for
obtaining any governmental approvals or permits necessary to enable Lessee to
occupy or use the Premises (other than the certificate of occupancy and other
approvals related to work done by Lessor to construct the Premises), same being
the sole responsibility of Lessee. Lessor shall not be responsible for
obtaining any certificates of occupancy or other approvals required in
connection with construction work done by Lessee or contractors engaged by
Lessee.


     5.     (a)    DELAY IN COMMENCEMENT. If Lessor, due to delay in construction or
for any other reason whatsoever, cannot deliver possession of the Premises to
Lessee on the Commencement Date, this lease shall not be void or voidable and,
except as otherwise provided for herein, Lessor shall not be liable to Lessee
for any loss or damage resulting therefrom, but shall confirm in writing the
actual Commencement Date and Expiration Date of this lease in a form
substantially similar to Exhibit A. Lessee shall not be responsible for the
payment of any rent prior to the delivery of the Premises by Lessor in
substantial conformity with the final Plans and Specifications for the
Premises, and acceptance of the Premises by local authorities for occupancy by
Lessee. If delivery of possession of the Premises to Lessee is delayed beyond
February 28, 2004 due to delay in construction or for any other reason
whatsoever other than a Lessee caused delay, Lessee may at its option, in
writing to the Lessor within ten (10) days thereafter, void this lease. In
such an event, cancellation of the lease by Lessee in this manner shall not be
considered an event of default and Lessee will not be liable for any payment of
any amounts whatsoever.


              (b)  EARLY POSSESSION. If Lessee occupies the Premises prior to the
Commencement Date, the Commencement Date shall be considered the date such
occupancy begins and shall not advance the termination date; however, Lessee
shall pay rent for such period.


     6.     USE AND COMPLIANCE WITH LAW. The Premises shall be used only for
general office purposes, and for no other purpose without Lessor’s prior
written consent. General office purposes will be understood to include the use
of the Premises as a telephone collection center and office site. Lessee shall
not use the Premises for any unlawful purpose or so as to constitute a
nuisance. Lessee covenants and agrees to comply with all restrictive covenants
and ordinances and regulations of governmental authorities applicable to the
Premises; provided, however, that Lessee shall not be required to modify the
Premises to comply with any subsequently enacted governmental requirements
unless same are applicable because of Lessee’s particular use of the Premises
(other than general office use).


     7.     SIGNS. Lessee shall not, without the prior written consent of Lessor
and the architectural review committee having jurisdiction over the Building,
place any signs or advertising matter or material on the exterior or interior
of the Building, which exceeds the signage on the building currently occupied
by Lessee in Riverside Commerce Center. If Lessor approves any additional
signage or advertising matter or material, Lessee shall remove same at the
termination or expiration of this lease. It is expressly acknowledged that
Lessee desires to place signage upon the Building and that Lessor will approve
such signage in its reasonable discretion.



     8.     QUIET ENJOYMENT AND COVENANT OF TITLE. Lessor covenants that it has
full right and power to execute this lease and to grant the estate demised
herein, and the Lessee, upon payment of the rents herein reserved and
performing the terms, conditions, and covenants herein contained, shall
peacefully and quietly have, hold, and enjoy the Premises during the full Term
of this lease, and any extension hereof, from all persons claiming through
Lessor.


     9.     LESSOR’S
SERVICES.   (a) Lessor shall furnish the following services to
Lessee at Lessor’s cost on and during each business day.


 






 


              (i)       Daily janitorial service and supplies for the Premises, Monday through
Friday, except on national holidays.


              
(ii)     Heating and air conditioning during the appropriate seasons at levels
similar to those maintained in similar one-story office buildings during normal
business hours (7:00 a.m. to 10:00 p.m. Monday through Friday and 7:00 a.m. to
2:00 p.m. Saturday).


              
(iii)    Hot and cold water as required for drinking, cleaning and lavatory
purposes.



              
(iv)    Electricity supplied through the Building’s 110-volt 20 amp circuits
for lighting purposes and for operation of small business machines and
equipment (e.g., typewriters, adding machines, personal computers and similar
equipment). If Lessee desires dedicated or 220-volt electrical circuits, or
wishes to install electrical equipment which will cause usage of electricity
within the Premises to be above normal electrical usage for general office
space, Lessee shall obtain Lessor’s written consent prior to installing such
equipment or circuits. Any additional electrical circuits approved shall be
installed by Lessor at Lessee’s expense.



     (b)      Lessor shall not be liable for the interruption of any of the
above-mentioned services caused by strikes, lockouts, accidents or other causes
beyond the reasonable control of Lessor. Any interruption of service shall
never be deemed an eviction or disturbance of Lessee’s use and possession of
the Premises or any part thereof, or render Lessor liable to Lessee for
damages, or relieve Lessee from performance of Lessee’s obligation under this
lease, unless the interruption is the result of gross negligence by Lessor.
Lessor shall use its best efforts to restore the interrupted service within a
reasonable time after interruption if the cause of interruption is subject to
Lessor’s control.


     (c)      Lessor shall also provide exterior maintenance of the Building and its
appurtenant grounds and facilities (the “Project”), including, but not limited
to, parking lot repairs, landscape maintenance, structural repairs and roof
repairs.



     (d)      Lessor shall make all necessary repairs to the Premises at its
expense, except when the repairs are required as a result of misuse or neglect
by Lessee or by persons under Lessee’s control or on the Premises at Lessee’s
invitation, in which event, Lessee shall make such repairs at its own expense.


     10.     OVERTIME
HVAC.  INTENTIONALLY DELETED.


     11.     ALTERATIONS
BY LESSEE.  Lessee shall not make any alterations to the
Premises without obtaining Lessor’s prior written consent, which consent shall
not be unreasonably withheld as to non-structural alterations. Any and all
alterations, additions, or other improvements made by Lessee, with or without
the consent of Lessor, regardless of how attached (except movable trade
fixtures), shall become immediately upon installation and thereafter remain the
property of Lessor, without compensation therefor to Lessee, unless otherwise
agreed in writing by Lessor; provided, however, Lessor shall have the right to
require that Lessee, upon the termination or at the expiration of this lease,
remove any or all such alterations, additions and improvements and restore the
Premises to their original condition, normal wear and tear excepted, unless
such right has been waived in writing by Lessor.


     12.     USE
OF THE PARKING FACILITIES.  Lessee and its employees and customers
shall have the non-exclusive right, in common with Lessor, other tenants of the
Building and their respective employees, guests and customers, to park
automobiles in the parking area provided by Lessor, subject to such reasonable
rules and regulations as Lessor may impose from time to time, including the
designation of specific areas in which automobiles of Lessee, its employees,
guests and customers must be parked. Lessee shall be entitled to six (6)
vehicle parking spaces for each 1,000 square feet of rentable space, unreserved
and unassigned, and shall not use more parking spaces then said number.


     13.     SUBLEASING
AND ASSIGNMENT.  Lessee and any approved assignee or
approved subtenant may not assign their rights under this lease or the
applicable sublease, or sublet the whole or any part of the Premises, without
the prior written consent of Lessor, which


 






 


approval shall not be unreasonably
withheld. Even if Lessor’s consent is given, no subletting or assignment shall
release Lessee from any obligation pursuant to this lease or alter the primary
liability and obligation of Lessee to pay the rent and to perform all other
obligations to be performed by Lessee hereunder. Acceptance of rent by Lessor
from an assignee or subtenant who has not been approved by Lessor shall not
waive the default created by failure to obtain Lessor’s consent. As a
condition of approving any proposed assignee or subtenant, Lessor may require
such financial and other information concerning the proposed assignee or
subtenant that Lessor deems appropriate. Approval of a proposed sublease or
assignment in any one instance shall not affect Lessor’s right to approve all
subsequent assignments and subleases. Lessor shall be furnished with a
duplicate executed original of all subleases and assignments. If Lessee
requests Lessor’s consent of an assignment of Lessee’s interest in this lease,
Lessor may, at its option, elect to terminate this lease as of the effective
date of the proposed assignment. If Lessee requests Lessor’s consent to a
sublease, Lessor may, at its option, elect to terminate this lease as of the
effective date of the proposed sublease as to the portion of the Premises which
Lessee desires to sublease, and if such option to terminate is elected by
Lessor, rent under this lease shall be adjusted as of the effective date of the
partial termination and Lessee shall pay as additional rent on demand the cost
of any demising walls required to separate the space as to which this lease has
been terminated from the remainder of the Premises.


     14.     CARE OF PREMISES.  Lessee agrees to take good care of the Premises,
and shall not suffer or permit any waste or injury thereto. Lessee shall pay
for all repairs to the Premises necessary due to the negligent acts of Lessee,
its employees, agents, customers or guests, or their use of the Premises. Upon
the expiration or termination of this lease, Lessee shall surrender the
Premises in as good condition as Lessee obtained same on the Commencement Date,
reasonable wear and tear excepted.


     15.     DAMAGE TO PREMISES.  If the Premises shall be damaged by fire, the
elements, unavoidable accident or other casualty, but are not thereby rendered
untenantable in whole or in part, Lessor shall promptly at its expense cause
such damage to be repaired, and rent shall not be abated. If by reason of such
occurrence the Premises shall be rendered partially untenantable, Lessor shall
promptly at its own expense cause the damage to be repaired, and rent meanwhile
shall be abated for the period of untenantability in proportion to the portion
of the Premises rendered untenantable. If by reason of such occurrence all, or
substantially all of the Premises are rendered untenantable, Lessor shall
promptly at its expense cause the damage to be repaired, and rent shall abate
until the Premises are again tenantable, unless within thirty (30) days after
said occurrence Lessor shall give Lessee written notice that the estimated time
necessary to reconstruct the destroyed Premises is in excess of one hundred
eighty (180) days after the date of said occurrence and Lessee elects to
terminate this lease by written notice to Lessor given within fifteen (15) days
after receipt of Lessor’s notice. If so terminated, this lease and the tenancy
hereby created shall cease as of the date of casualty and all rent shall be
abated as of such date. Lessor shall not be obligated to reconstruct or repair
the Building or Premises except to the extent insurance proceeds have been
received with respect to the event causing the damage. Lessor shall not be
required to repair, replace or insure any property which the Lessee may be
entitled to remove from the Premises. No damages, compensation or claims shall
be payable by Lessor for inconvenience, loss of business or other consequential
damages arising from any casualty, maintenance, repair or restoration of the
Premises or Building. All rent paid in advance shall be apportioned in
accordance with the foregoing provisions as of the date of damage; however, if
the damage results wholly or in part from the fault of Lessee, its agents,
contractors, employees or invitees, Lessee shall not be entitled to termination
or any abatement or reduction in rent.


     16.     LIABILITY.  Lessor and its agents shall not be liable for any injury
to persons or loss or damage to property resulting from any cause other than
the negligence or willful


 






 


misconduct of Lessor, its agents and employees, or
breach of Lessor’s responsibilities pursuant to this Lease, Lessee shall
indemnify and save Lessor harmless from all suits, actions, damages, liability
and expense arising from or out of any occurrence in, upon, at or from the
Project or the occupancy or use by Lessee of the Premises, and occasioned
wholly or in part by any act or omission of Lessee, its agents, contractors,
employees, invitees, licensees or visitors. To this end, Lessee shall at all
times during the term of this lease or any renewal thereof carry with an
approved insurance carrier licensed to operate in the state in which the
Premises are located, Comprehensive General Liability Insurance including
Blanket Contractual Liability coverage naming Lessor as an additional named
insured, with limits of liability of not less than $1,000,000 combined single
limit for personal injury and property damage. A duplicate original or agent
certified copy of such insurance policy shall be furnished to Lessor upon
request. Lessee shall notify Lessor promptly of any accident or loss in the
Premises or the Project or of any defects therein or in the equipment and
fixtures thereof of which Lessee has knowledge, and the repair of such defects
shall be promptly made, as provided herein.



     17.     INSPECTION OF PREMISES.  Lessor and Lessor’s agents shall have free
access during normal business hours to the Premises for the purposes of
inspection, maintenance and repair. Lessor shall have the right to show the
Premises to prospective tenants during the last one hundred eighty (180) days
of the Term of this lease.


     18.     HAZARDOUS MATERIALS.  (a) Without Lessor’s prior written consent,
Lessee shall not cause or permit any Hazardous Material to be brought upon,
kept or used in or about the Premises by Lessee, its agents, employees,
contractors or invitees, except for small quantities of such Hazardous Material
incidental to Lessee’s business.



     (b)      Any Hazardous Material permitted on the Premises as provided in
Section 18(a) and all containers therefor, shall be used, kept, stored and
disposed of in a manner that complies with all federal, state and local laws or
regulations applicable to this Hazardous Material.


     (c)      Lessee shall not discharge, leak or emit, or permit to be discharged,
leaked or emitted, any material into the atmosphere, ground, sewer system or
any body of water, if that material (as is reasonably determined by the Lessor
or any governmental authority) does or may pollute or contaminate the same or
may adversely affect (aa) the health, welfare or safety of persons, whether
located on the Premises or elsewhere, or (bb) the condition, use or enjoyment
of the building or any other real or personal property and which would result
in a violation of applicable environmental laws.


     (d)      At the commencement of each Lease Year, Lessee shall disclose to
Lessor the names and approximate amounts of all Hazardous Material that Lessee
intends to store, use or dispose of on the Premises in the coming Lease Year.
In addition, at the commencement of each Lease Year (beginning with the second
Lease Year), Lessee shall disclose to Lessor the names and amounts of all
Hazardous Material that to Lessee’s knowledge were actually used, stored or
disposed of on the Premises, if those materials were not previously identified
to Lessor at the commencement of the previous Lease Years.


     (e)      As used herein, the term “Hazardous Material” means (aa) any
“hazardous waste” as defined by the Resource Conservation and Recovery Act of
1976, as amended from time to time, and regulations promulgated thereunder;
(bb) any “hazardous substance” as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
and regulations promulgated thereunder; (cc) any oil, petroleum products and
their by-products, other than those used in automotive or recreational
activity, boats or motorcycles which are stored on the Premises in accordance
with all applicable laws and minor leakage and spills which are, upon written
request of Lessor, promptly cleaned up; and (dd) any substance that is or
becomes regulated by any federal, state, or local governmental authority.


 






 


     (f)      Lessee hereby agrees that it shall be fully liable for all costs and
expenses related to the use, storage and disposal of Hazardous Material kept on
the Premises by the Lessee, and the Lessee shall give immediate notice to the
Lessor of any violation or potential violation of the provisions of Section
18(b). Lessee shall defend, indemnify and hold harmless Lessor and its agents
from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses (including without limitation,
attorneys’ and consultants’ fees, court costs and litigation expenses) of
whatever kind or nature, known or unknown, contingent or otherwise, arising out
of or in any way related to (aa) the presence, disposal, release or threatened
release of any such Hazardous Material that is on, from or affecting the soil,
water, vegetation, buildings, personal property, persons, animals or otherwise;
(bb) any violation of any laws applicable thereto. The provisions of this
Section 18(f) shall be in addition to any other obligations and liabilities
Lessee may have to Lessor at law or in equity and shall survive the
transactions contemplated herein and shall survive the termination of this
lease.


 






 


     19.     INDEMNIFICATION.  Except to the extent caused by Lessor’s negligence
or breach of any term of this lease, Lessee hereby agrees to indemnify and hold
Lessor and Lessor’s agents and employees harmless from any and all claims,
damages, liabilities or expenses arising out of (aa) Lessee’s use of the
Premises or the Building, (bb) any and all claims arising from any breach or
default in the performance of any obligation of Lessee and/or (cc) any act,
omission or negligence of Lessee, its agents or employees. Lessee agrees to
procure and keep in force during the Term hereof a contractual liability
endorsement to its public liability policy, specifically endorsed to cover the
indemnity provision of this section. Except to the extent caused by Lessor’s
negligence or breach of any term of this lease, Lessee further releases Lessor
and Lessor’s agents and employees from liability for any damages sustained by
Lessee or any other person claiming by, through or under Lessee due to the
Premises, the Building, or any part thereof or any appurtenances thereto
becoming out of repair, or due to the happening of any accident including, but
not limited to, any damage caused by water, snow, windstorm, tornado, gas,
steam, electrical wiring, sprinkler system plumbing, heating and air
conditioning apparatus and from any acts or omissions of co-tenants or other
occupants of the Building. Lessor and Lessor’s agents and employees shall not
be liable for any damage to or loss of Lessee’s personal property, inventory,
fixtures or improvements, from any cause whatsoever except the affirmative acts
of negligence of Lessor, and then only to the extent not covered by insurance
required to be obtained by Lessee in accordance with Section 16 hereof.


     20.     COMPLIANCE WITH LAW.  Lessee shall during the Term of this lease, at
its sole cost and expense, comply with all valid laws, ordinances, regulations,
orders and requirements of any governmental authority which may be applicable
to the Premises or to the use, manner of use or occupancy thereof, whether or
not the same shall interfere with the use or occupancy of the Premises. Lessee
shall give prompt notice to Lessor of any notice it receives of the violation
of any law or requirement of any public authority with respect to the Premises
or use or occupation thereof. Lessee shall also comply with all rules and
regulations attached hereto as Exhibit B and as may be subsequently applied by
Lessor to all tenants of the Building.


     21.     CONDEMNATION.  If all or a part of the Premises sufficient to render
same unusable for Lessee’s purposes (in Lessor’s reasonable judgement) or all
means of access to the Premises shall be condemned for a period in excess of
one hundred eighty (180) days or sold under threat of condemnation, this lease
shall terminate and Lessee shall have no claim against Lessor or to any portion
of the award in condemnation for the value of any unexpired Term of this lease.
Lessee may seek to recover independently compensation from the condemning
authority for moving expenses, the value of any of Lessee’s property taken
(other than Lessee’s leasehold interest in the Premises) or other compensable
loss or damage. In the event of a temporary taking of one hundred eighty (180)
days or less, this lease shall not terminate, but the Term hereof shall be
extended by the period of the taking and the rent shall abate in proportion to
the area taken for the period of such taking.


     22.     DEFAULT.  (a) If Lessee does not pay any rent or other sum payable by
Lessee pursuant to this lease and such default continues for a period of ten
(10) days after written notice is given to Lessee (provided, however, that no
written notice shall be required if Lessor has previously given written notice
of failure to pay rent during the then current calendar year), or if Lessee
shall fail to perform any other covenant, agreement, or obligation of Lessee
pursuant to this lease and such default continues for thirty (30) days after
written notice thereof is given to Lessee, or if Lessee should become bankrupt
or insolvent or any debtor proceedings are taken by or against Lessee, or if
Lessee vacates or attempts to vacate the Premises, then Lessor shall have the
following rights and remedies:


                   (i)      Lessor may terminate this lease by written notice to Lessee, in which
event this lease, all rights of Lessee, and all duties of Lessor shall
immediately cease and terminate, and Lessor may re-enter and take possession of
the Premises, remove all persons


 






 


Premises within five (5) business days or
receipt of such notice. Should Lessee fail to remove its property within five
(5) business days of its receipt of such notice, Lessor may remove the Lessee’s
property and store such property in a public warehouse or elsewhere at the cost
of, and for the account of, Lessee and enjoy the Premises free of Lessee’s
estate pursuant to this lease, without prejudice, however, to any and all
rights of action against Lessee that Lessor may have for rent, damages, or
breach of this lease, in respect of which Lessee shall remain and continue
liable notwithstanding such termination;


               (ii)     
Lessor shall have the right to re-enter the Premises and remove all
persons from the Premises without terminating this lease. Lessor shall have
the right to take such action without service of notice except as may be
expressly required herein or by applicable law and without resort to legal
process (unless required by law) and without being deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby. If
Lessor elects to re-enter the Premises as aforesaid, Lessor may, at any time
thereafter, elect to terminate this lease by giving written notice to Lessee of
such election. Whether or not Lessor elects to re-enter the Premises or takes
possession of the Premises pursuant to legal proceedings or pursuant to any
notice required by law, Lessor may, at its option, re-let the Premises or any
portion thereof for the benefit of Lessee for such Term or Terms (whether
shorter or longer than the Term of this lease) and at such rental and upon such
other Terms and conditions as Lessor, in its sole discretion, deems advisable,
and, at the expense of Lessee, Lessor shall have the right to make such repairs
or alterations to the Premises as Lessor deems necessary in order to re-let
same. Provided this lease has not been terminated by Lessor, upon each such
re-letting all rentals actually received by Lessor from such re-letting
applicable to the unexpired Term of this lease shall be applied as follows:
First, to the payment of any costs and expenses of such re-letting, including
costs incurred by Lessor for brokerage fees, legal fees and alterations and
repairs to the Premises; Second, to the payment of any indebtedness other than
rent due hereunder from Lessee; Third, to payment of any unpaid portion of rent
then due. On the scheduled expiration date of this lease, Lessor shall pay the
residue, if any, to Lessee. No such re-entry or taking of possession of the
Premises by Lessor shall be construed or shall operate as an election by Lessor
to terminate this lease unless written notice of termination is given by Lessor
to Lessee, or this lease is terminated by an order or decree of a court of
competent jurisdiction.


                 (iv)     
Lessor may lock up the Premises and preclude Lessee’s access thereto.


     (b)      In addition to all remedies specified in this lease, Lessor shall have
all remedies available pursuant to applicable law.


     (c)      No re-entry, taking possession of, or repair of the Premises by
Lessor, termination of this lease or any other action taken by Lessor as a
result of any default of Lessee shall relieve Lessee of any of its liabilities
or obligations hereunder which arose prior to or by reason of such termination,
whether or not the Premises are re-let.


     (d)      All remedies of Lessor shall be cumulative. Election by Lessor to
exercise any remedy shall not prevent or be deemed a waiver of Lessor’s right
to thereafter exercise any other remedy.


     (e)      Lessee agrees to pay upon demand all costs, fees and expenses
(including, without limitation, court costs and reasonable attorney’s fees)
incurred by Lessor in enforcing this lease.


 






 


     23.     HOLDING OVER.  If Lessee remains in possession of the Premises after
the expiration or termination of the Term of this Lease without Lessor’s
written consent, such possession shall, at Lessor’s option, (a) be a tenancy at
sufferance only, during which tenancy at sufferance annual rent shall be due
and payable at 125% of the annual rent due for the last Term, or (b) if Lessee
remains in possession of the Premises after the expiration or termination of
the Term of this Lease with Lessor’s written consent, such possession shall
result in an extension of this Lease on a month-to-month basis, upon the terms
and conditions applicable to the last year of the preceding Term, for a term
not to exceed ninety (90) days, at 1.035 times the annual rent due during the
last month of the Term. All other provisions of this lease shall remain in
force during the period of any such tenancy at sufferance or month-to-month
renewal. Acceptance of rent by Lessor during any holdover tenancy at
sufferance shall not waive the default created by Lessee’s holdover or Lessor’s
option to select the tenancy created by the holdover.


     24.     SURRENDER OF PREMISES.  Lessee shall surrender the Premises at the
expiration or sooner termination of the lease Term, broom-cleaned, with all
rubbish removed, free of subtenancies, and in good condition and repair,
reasonable wear and tear excepted. Lessee shall deliver all keys to Lessor or
Lessor’s agent.


     25.     INFORMATION CONCERNING LESSEE.  Lessee shall furnish within fifteen
(15) days after request from Lessor such current information concerning the
financial condition of Lessee as Lessor may reasonably require up to twice in
any twelve (12) month period. Such financial information shall include (but is
not necessarily limited to) a financial statement dated not more than twelve
(12) months prior to Lessor’s request. Such financial statement shall be
prepared in accordance with generally accepted accounting principles and
annually certified by a certified public accountant. A general partner or
officer of Lessee shall furnish a certification to Lessor to the effect that
there either has or has not been any material adverse change in the financial
condition of Lessee since the date of the financial statement submitted, and if
such certification states that there has been a material adverse change,
furnishing such details concerning same as Lessor may request. Lessor agrees
not to disclose any of the financial information provided by Lessee without
the prior written consent of Lessee, to any other party or entity. Lessor
acknowledges that United States securities laws prohibit the purchase or sale
of securities by any person or entity which possesses material, nonpublic
information concerning a publicly traded company, or communicating such
information to any other person or entity under circumstances in which it is
reasonably foreseeable that such person or entity is likely to purchase or sell
such securities. Lessor agrees that neither Lessor, nor its employees or
agents will trade Lessee’s stock on the basis of financial Information provided
by Lessee, or to enable any other person or entity to trade Lessee’s stock on
the basis of such information.


     26.     AUTHORITY OF LESSEE.  Lessee shall furnish to Lessor within fifteen
(15) days after request from Lessor such corporate resolutions, certificates of
incumbency, partnership resolutions, partnership agreements, legal opinions or
other information as Lessor may reasonably request in order to confirm that the
execution and delivery of this lease has been duly authorized by Lessee and
that the person(s) executing this lease on behalf of Lessee were duly
authorized to do so. All such corporate or partnership resolutions,
certificates or agreements shall be certified as being duly adopted and/or in
full force and effect, without amendment, by an appropriate officer or partner
of Lessee.


     27.     SECURITY DEPOSIT.  INTENTIONALLY DELETED.


     28.     RULES AND REGULATIONS.  The rules and regulations attached to this
lease as Exhibit B shall be and are hereby made a part of this lease. Lessee,
its employees, customers and guests shall perform and abide by such rules and
regulations, and any amendments or additions to such rules and regulations as
may be made from time to time by Lessor.


 






 


     29.     SUBORDINATION.  This lease is subject and subordinate to all security
liens, mortgages, deeds of trust and related financing instruments which may
now or hereafter affect the Premises or the Project, and to all renewals,
modifications, consolidations, replacement, amendments and extensions thereof,
unless Lessor or any lender secured by a mortgage, deed of trust or similar
security instrument elects to make this lease superior to same, which it may do
at its option. Lessee and Lessor shall execute within ten (10) days after
request from the other party, a subordination, non-disturbance and attornment
agreement in a form reasonably acceptable to Lessor and its lender. Lessee
hereby irrevocably appoints Lessor its attorney in fact to execute and deliver
any such instrument on behalf of Lessee, if Lessee fails or refuses to execute
or deliver same as required hereby. Lessee shall also execute within ten (10)
days after request an agreement with any lender pursuant to which Lessee agrees
to give such lender notice of any default by Lessor pursuant to this lease,
agrees to accept performance by such lender of appropriate curative action, and
agrees to give such lender a minimum period of sixty (60) days after Lessee’s
notice to such lender for the lender to cure Lessor’s default prior to Lessee
terminating this lease due to Lessor’s default. Lessee hereby irrevocably
appoints Lessor its attorney in fact to execute and deliver any such
instruments on behalf of Lessee, if Lessee fails or refuses to execute or
deliver same as required hereby.


     30.     ESTOPPEL STATEMENT.  Within ten (10) days after request therefor by
Lessor, Lessee agrees to deliver in recordable form a certificate prepared by
Lessor to any proposed mortgagee or purchaser of the Premises or to Lessor
certifying (if such is the case) that this lease is in full force and effect,
that there are no defense or offsets thereto, or stating those claimed by
Lessee, and such other facts related to this lease, the Premises or Lessee as
Lessor may request. If Lessee does not execute and return such certificate as
required above, Lessee hereby irrevocably appoints Lessor as its attorney in
fact to execute such certificate on behalf of Lessee.


     31.     NOTICES.  Any notices required pursuant to this lease shall be in
writing. Addresses to which notices shall be sent are as follows:



	TO LESSEE: 	Portfolio Recovery Associates, LLC

100 Corporate Boulevard, Suite 100

Norfolk, VA 23502

Attention: Steve Fredrickson




	TO LESSOR: 	Riverside Crossing, L.C.

c/o Robinson Development Group, Inc.

150 West Main Street, Suite 1100

Norfolk, VA 23510

Attn: Anthony W. Smith




	TO MANAGING AGENT: 	CB Richard Ellis of Virginia, Inc.

150 West Main Street, Suite 1100

Norfolk, VA 23510



Either party may at any time designate by written notice to the other a change
of address for notices. All notices, demands and requests which are addressed
as provided above and are (i) deposited in the United States mail, registered
or certified, postage prepaid, return receipt requested, or (ii) accepted for
overnight delivery by Federal Express, Emery, Purolator, Airborne or Express
Mail, delivery charges prepaid or with delivery not conditioned upon payment of
charges, shall be deemed to have been given for all purposes hereunder at the
time such notice, demand or request shall be deposited in the United States
mail or accepted for delivery by the applicable overnight delivery service.


 






 


      32.     PAST DUE RENTS.  Lessee recognizes and acknowledges that if rent
payments are not received when due, Lessor will suffer damages and additional
expense thereby and Lessee therefore agrees that a late charge equal to $500
(five hundred dollars) may be assessed by Lessor as additional rental if Lessor
has not received any monthly installment of annual rent or other rent or
additional rent due pursuant to this lease within five (5) days after its due
date. If rent payments are not received within ten (10) days of when due, and
if a minimum of 24 hour prior written or verbal notice is given by Lessor to
Lessee, the total late charge for that month’s rent payment will be increased
to ten percent (10%); provided, however, that no late charge shall be imposed
on the first late payment during any twelve month period. If any check given
in payment of rent is not honored when due, Lessor may require that subsequent
rent payments be made by certified or cashier’s check.


 






 


     33.     BUILDING NAME.  Lessor reserves the right to change at any time the
name, address or designation of the Building without any liability to Lessee.


     34.     RIGHT TO RELOCATE.  INTENTIONALLY DELETED.


     35.     RENT TAXES.  INTENTIONALLY DELETED.


     36.     AREA OF THE PREMISES.  The rentable area of the Premises shall be
measured using the American National Standard Method of Measuring Floor Area in
Office Buildings, ANSI 265.1-1996, published by the Building Owners and
Managers Association International.


     37.     TAXES ATTRIBUTABLE TO LESSEE’S IMPROVEMENTS.  INTENTIONALLY DELETED.


     38.     UTILITIES.  Lessee agrees to contract and pay directly for electricity
and gas used on or charged against the Premises.


     39.     DEFINITION OF LEASE YEAR.  The first lease year is the period
beginning on the Commencement Date and ending one (1) year after the last day
of the month preceding the month in which the Commencement Date occurs. The
second lease year shall begin on the day after the end of the first lease year,
and shall end one (1) year after the end of the first lease year. The third
and subsequent lease years shall begin and end on the appropriate anniversary
dates of the beginning and ending dates of the second lease year.


     40.     SUCCESSOR AND ASSIGNS.  This lease shall bind and inure to the
benefits of the successors, assigns, heirs, executors, administrators and legal
representatives of the parties hereto. This provision shall not give Lessee by
implication any right to assign its rights or interest pursuant to this lease.
The provisions of paragraph 13 above govern Lessee’s right to assign and
sublet.


     41.     RELATIONSHIP OF LESSOR AND LESSEE.  It is expressly understood and
agreed that Lessor shall not be construed as or held to be a partner, joint
venturer or associate of Lessee, it being expressly understood and agreed that
the relationship between the parties hereto is and shall at all times remain
that of landlord and tenant.


     42.     LIMITATION OF LESSOR’S OBLIGATION.  The obligations of Lessor
hereunder shall be binding only upon its interest in the Project and the
proceeds of any insurance maintained by Lessor therefor, and not upon any other
assets of Lessor or any partner of Lessor personally. Lessee agrees to look
solely to the equity of Lessor in the Project, and Lessor’s insurer for the
satisfaction of any remedies of Lessee or judgement obtained by Lessee as a
result of a breach by Lessor of this lease. Such exculpation of liability
shall be absolute and without any exception whatsoever.


     43.     PERFORMANCE BY LESSOR AND LESSEE.  If, after notice to Lessor as
provided herein, Lessor fails to perform any of its obligations hereunder
within the applicable time frame, Lessee may, at its option (but shall be under
no obligation to do so), perform the obligation of the Lessor which Lessor has
failed to perform. Any amounts advanced in so performing obligations of Lessor
shall reduce by the amount so advanced, the subsequent month’s rent due from
the Lessee to the Lessor; provided however, that if Lessee should make any
offsets, Lessee agrees that in all events it shall continue to pay not less
than eighty percent (80%) of the applicable monthly rent. To the extent that
Lessee cannot offset in full in any particular month all amounts due to Lessee
as a result of this provision, Lessee may continue to offset in subsequent
months until Lessee is reimbursed in full.


     If Lessee fails to perform any of its obligations hereunder, Lessor may,
at its option (but shall be under no obligation to do so), perform the
obligation of Lessee which Lessee has failed to perform. Any amounts advanced
in so performing obligations of Lessee shall bear interest at the rate of
eighteen (18%) percent per annum (or, if lower, the highest lawful rate) from
the date expended until repaid, shall be due and payable on demand, and failure
to pay on demand shall constitute an independent event of default hereunder.
Payment or performance by Lessor of


 






 


the obligations of Lessee shall not waive
or cure any breach occasioned by Lessee’s failure or refusal to pay or perform
same.


     44.     WAIVER.  Delay in asserting or prosecuting any right, claim or cause
of action accruing hereunder is not and shall not be deemed to be a waiver of,
and shall not prejudice the same, or any other right, claim or cause of action
accruing hereunder at any time. Waiver of any right, claim or cause of action
at any time shall not prejudice any other right, claim or cause of action which
Lessor may have or which shall thereafter accrue, and shall not waive Lessors
right to assert any other right, claim or course of action. Acceptance by
Lessor of rent from Lessee during the existence of any default shall not
constitute a waiver of such default, or a waiver of the right of Lessor to
insist upon Lessee’s strict compliance with the terms of this lease.


     45.     PARAGRAPH HEADINGS.  The paragraph headings of this lease are used for
convenience only, and are in no way to be construed as a part of this lease or
as a limitation on the scope of the particular provision to which they refer.


     46.     INVALIDITY.  If any provision of this lease shall be held to be
invalid, whether generally or as to specific facts or circumstances, the same
shall not affect in any respect whatsoever the validity of the remainder of
this lease, which shall continue in full force and effect. Any provision held
invalid as to any particular facts and circumstances shall remain in full force
and effect as to all other facts and circumstances.


     47.     GOVERNING LAW.  This lease and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the state in which the
Project is located.


     48.     BROKERS.  Lessor warrants and represents that Lessor has not obtained
the services of any real estate broker other than CB Richard Ellis of
Virginia, Inc. (“Agent”) in negotiating or consummating this lease. Lessee
warrants and represents that no agent, broker or finder was involved on its
behalf in negotiating or consummating this lease. Lessee agrees to indemnify
and hold Lessor harmless from any and all claims for brokerage commissions
arising out of any communications or negotiations between Lessee and any broker
(other than Agent) regarding this lease.


     49.     AGENCY AND OWNERSHIP DISCLOSURE.


     (a)     Lessor and Lessee each acknowledge that, in connection with this
lease:


Initial One






	             	      the Agent is representing
the Lessor exclusively
	 
	 	or
	 
	     X     	      the Agent is representing
the Lessor and Lessee, and Lessor and Lessee expressly consent to the
Agent acting as a dual representative by their execution of this
Lease and their review and execution of the attached Disclosure of Dual Representation).



     (b)     Initial one or both, if applicable:





	     X     	      One or more principals of
Lessor are licensed Virginia real estate brokers or salespersons.
	 	and/or
	     X     	      Agent and/or one
or more brokers or salespersons of Agent has an ownership interest in Lessor.



 






 


     50.     ENTIRE AGREEMENT.  This lease together with the attached Exhibits and
Riders referred to herein and specified below, contains the entire agreement of
the parties related to this transaction, supersedes all prior negotiations and
agreements and represents their final and complete understanding. This lease
may not be modified orally, through course of performance or in any manner
other than by agreement in writing, signed by the parties hereto.


     51.     EXHIBITS AND ADDITIONAL PROVISIONS.  The Exhibits designated as A,
B, C & D, and Rider designated as No. 1 which are attached hereto
and are a part of this lease, and are incorporated herein as if set forth in
full.


     IN WITNESS WHEREOF, this lease has been duly executed by the parties
hereto as of the date and year first above written.



	 	 	 	 	 
	LESSOR:	 	 	 	RIVERSIDE CROSSING, L.C.,

a Virginia limited liability company
	 
	 	 	
By:
	 	Robinson Development
Group, Inc.

	 
	 	 	
Its:
	 	Manager
	 
	 	 	
By:
	 	/s/ Anthony W. Smith


Anthony W. Smith
	 
	 	 	
Its:
	 	Senior Vice President
	 
	LESSEE:	 	 	 	PORTFOLIO RECOVERY ASSOCIATES, LLC,

a Delaware limited liability company
	 
	 	 	
By:
	 	/s/ Kevin P. Stevenson


	 
	 	 	
Name:
	 	Kevin P. Stevenson


	 
	 	 	
Its:
	 	Senior VP and CFO