EXHIBIT
10.18


 


FIRST
AMENDMENT TO LEASE


 


 


                THIS
FIRST AMENDMENT TO LEASE (the "First Amendment") dated November ___, 2002,
is made by and between BROOKHAVEN (MAITLAND), LLC, a Delaware limited liability
company KPERS REALTY HOLDING CO. #31, INC., a Kansas corporation ("Landlord"), and AMCOMP PREFERRED INSURANCE COMPANY
(f.k.a. Pinnacle Assurance Corporation), A Florida corporation ("Tenant").


 


W I  T  N
E  S  S  E  T  H:


 


WHEREAS, Lincoln-300 Lincoln Place,
Ltd. ("Lincoln") and Tenant are parties to that certain Lease
Agreement dated March 17, 1997, ( the "Lease"), for the lease of
space currently containing approximately 8,289 rentable square feet of area,
known and identified as Suite 400 East (the "Premises"), in the
building commonly known as 851 Trafalgar Court, located at 851 Trafalgar Court,
Maitland, Florida (the "Building"); and


 


WHEREAS, Landlord is the successor to
Lincoln's right title and interest in and to the Lease, Premises and Building
and is now the "Landlord" under the Lease and holder of all the rights
of Landlord and responsible for all of the obligations of Landlord thereunder,
and


 


WHEREAS, Landlord and Tenant desire to
further amend the Lease upon the terms and conditions as hereinafter provided.


 


NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:


 


1.             Recitals.
The foregoing recitals are true and correct and are incorporated herein by this
reference. Unless otherwise indicated, all capitalized terms used herein shall
have the same meaning as ascribed in the Lease.


 


2.               Extension
of Lease Term. The term of the Lease is hereby extended for an additional
period of Five (5) years and Three (3) months, commencing December 1, 2002, and
continuing through and including February 29, 2008 (the "Extension Term"). Tenant shall occupy the Premises
during the Extension Term pursuant to the same terms and conditions described in
the Lease, except as expressly modified hereby.


 


3.             Base
Rent. Effective as of the Extension Term Commencement Date, Base Rent
payable by Tenant under the Lease shall be as follows:


 


a.             For the period beginning on
December 1, 2002, and continuing through and including February 28, 2003,
Tenant shall not be required to pay Base Rent for the Premises.


 


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b.             For the period beginning on March
1, 2003, and continuing through and including February 29, 2004, the
annual Base Rent for the Premises shall be One Hundred Fifty Seven Thousand
Four Hundred Ninety One and 00/100ths Dollars ($157,491.00), payable monthly,
in advance, on the first (1st) day of each and every month, in equal
installments of Thirteen Thousand One Hundred Twenty Four and 25/100ths Dollars
($13,124.25), plus applicable sales and use tax,


 


c.             For the period beginning on March
1, 2004, and continuing through and including February 28, 2005, the annual
Base Rent for the Premises shall be One Hundred Sixty Two Thousand Two Hundred
Fifteen and 73/100ths Dollars ($162,215.73), payable monthly, in advance, on
the first (1st) day of each and every month, in equal installments of Thirteen
Thousand Five Hundred Seventeen and 98/100ths Dollars ($13,517.98), plus
applicable sales and use tax.


 


d               For the period beginning on March
1, 2005, and continuing through and including February 28, 2006, the annual
Base Rent for the Premises shall be One Hundred Sixty Seven Thousand One
Hundred Six and 24/100ths Dollars ($167,106.24), payable monthly, in advance,
on the first (1st) day of each and every month, in equal installments of
Thirteen Thousand Nine Hundred Twenty Five and 52/100ths Dollars ($13,925.52),
plus applicable sales and use tax.


 


e.               For the period beginning on March
.1, 2006, and continuing through and including February 28, 2007,
the annual Base Rent for the Premises shall be One Hundred Seventy Two Thousand
Seventy Nine and 64/100ths Dollars ($172,079.64), payable monthly, in advance,
on the first (1st) day of each and every month, in equal installments of
Fourteen Thousand Three Hundred Thirty Nine and 97/100ths Dollars ($14,339.97),
plus applicable sales and use tax.


 


f.               For the period beginning on March
1, 2007, and continuing through and including February 29, 2008, the annual
Base Rent for the Premises shall be One Hundred Seventy Seven Thousand Two
Hundred Eighteen and 82/100ths Dollars ($177,218.82), payable monthly, in
advance, on the first (1st) day of each and every month, in equal installments
of Fourteen Thousand Seven Hundred Sixty Eight and 24/100ths Dollars
($14,768.24), plus applicable sales and use tax.


 


4.               Additional
Rent. During the Extension Term, Tenant shall pay its pro rata share
(4.88%) of increases in Basic Costs above the amount incurred as Basic Costs in
the calendar year 2003. Section 24 of the Lease shall govern the application of
this provision, except that each reference contained therein to a Base Year is
amended to refer to the calendar year 2003 (Tenant's prorata share of increases
will commence as of 1/1/2004).


 


5.               Tenant
Improvements. In connection with the extension of the term of the Lease,
Landlord agrees to perform the improvements to the Premises (the "Improvements") as requested by Tenant, utilizing
building standard materials. Landlord will pay for all costs and expenses
associated with completing the Improvements up to an amount of Sixty Two
Thousand One Hundred Sixty Seven and 50/100ths Dollars ($62,167.50) (the "Tenant Improvement Allowance"). Within ten (10) days
following substantial completion of the Improvements, 


 


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Landlord will provide Tenant a statement ("Landlord Statement") setting forth the amount of the
Tenant Improvement Allowance used to build out the Improvements. Tenant shall
be responsible for all costs and expenses for the Improvements that are in
excess of the Tenant Improvement Allowance, and shall reimburse Landlord for
any such excess costs within thirty (30) days of Tenant's receipt of Landlord's
Statement. Tenant will have the reasonable right to approve the general
contractor for Tenant improvements and price thereof. Tenant shall have the
right to perform the Tenant Improvements at any time up until the thirty-sixth
(36th) month of the Extension Term. If Tenant has not performed the
Tenant Improvements by the end of the thirty-sixth (36th) month,
Landlord shall have no further obligation with respect to this Tenant
Improvement Allowance,


 


Except as provided above, during the
Extension Term Tenant shall occupy the Premises in its "AS-IS" condition and Landlord shall have no obligation
to make any improvements to the Premises in connection with Tenant's occupancy
thereof, except as required under the Lease.


 


6.               Brokers.
Landlord and Tenant each represent to the other that there have been no brokers
involved in connection with this First Amendment, and that no other broker has
negotiated or participated in negotiations of this First Amendment or submitted
or showed the Expansion Space or is entitled to any commission in connection
therewith, except for Realvest Partners, Inc. ("Broker"),
for whom the Landlord shall be responsible to pay any broker's commissions
associated with this transaction.


 


Tenant agrees to release, indemnify,
defend and hold Landlord harmless from and against any claim based on the
failure or alleged failure of Tenant to pay any realtors, brokers, finders or
agents, and from any costs, expense or liability for any compensation,
commission or charges claimed by any realtors, brokers, finders or agents
claiming by, through or on behalf of Tenant with respect to this First
Amendment or the negotiation of this First Amendment, except for Broker.


 


7.               Counterparts.
This First Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, and all of which taken together shall
constitute one and the same agreement.


 


8.               Landlord's
Address. Landlord's notice address under the Lease is hereafter as follows:


 


KPERS Realty Holding Company #31, Inc.


c/o LEND LEASE REAL ESTATE
INVESTMENTS, INC. 


3424 Peachtree Road NE


Suite 800


Atlanta, GA 30326


Attn: Asset Manager


 


and


 


KPERS REALTY HOLDING COMPANY #31, INC.


c/o CB Richard Ellis


 


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2600 Maitland Center Parkway


Suite 165


Maitland, FL 32751


Attn: Property Manager


 


9.               Ratification.
The Lease is in full force and effect, and the terms thereof as modified
hereby, are ratified and confirmed.


 


IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the date and year first above written.


 


	
   

  	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  KPERS REALTY HOLDING CO. #31, INC., 

  a Kansas corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  LENDLEASE REAL ESTATE 

  INVESTMENTS, INC., a Delaware

  corporation, as agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WITNESSES:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Nancy J. Cook

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
  Print Name:

  	
  Nancy J. Cook

  	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Brian Bill

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Brian Bill

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AMCOMP PREFERRED INSURANCE 

  COMPANY, a Florida Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WITNESSES:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Debbie Willis

  	
   

  	
  By:

  	
  /s/ Debra C Ruedisili

  
	
  Print Name:

  	
  Debbie Willis

  	
   

  	
  Name:

  	
  Debra C. Ruedisili

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
  /s/ Becky Hudson

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Becky Hudson

  	
   

  	
   

  	
   

  	
   

  
											



 


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Amendment to Lease.doc