Exhibit 10(b)
THIS DOCUMENT WAS PREPARED BY
AND IS TO BE RETURNED TO:
Timothy W. Bratcher, Esq.
Jones Day
1420 Peachtree Street, NE, Suite 800
Atlanta, Georgia 30309-3053
AMENDED AND RESTATED LEASE AGREEMENT
Dated as of January 11, 2007
Between
Wachovia Development Corporation
(as assignee of Wachovia Capital Investments, Inc.),
as the Lessor,
and
Protective Life Insurance Company,
as the Lessee
THIS AMENDED AND RESTATED LEASE AGREEMENT AMENDS AND RESTATES THAT CERTAIN LEASE
AGREEMENT DATED AS OF FEBRUARY 1, 2000, RECORDED AS INSTRUMENT NO. 200002/0944,
IN THE PROBATE OFFICE OF JEFFERSON COUNTY, ALABAMA, AS PREVIOUSLY AMENDED. THIS
AMENDED AND RESTATED LEASE AGREEMENT IS ALSO A MORTGAGE AND SECURITY AGREEMENT
BETWEEN THE LESSEE, PROTECTIVE LIFE INSURANCE COMPANY, AS MORTGAGOR AND DEBTOR,
AND THE LESSOR, WACHOVIA DEVELOPMENT CORPORATION, AS MORTGAGEE AND SECURED
PARTY, SECURING INDEBTEDNESS IN THE PRINCIPAL AMOUNT OF $75,000,000. THE
COLLATERAL SUBJECT TO THE SECURITY INTEREST INCLUDES PERSONAL PROPERTY THAT IS,
OR MAY BECOME, FIXTURES ATTACHED TO THE REAL PROPERTY DESCRIBED IN THIS AMENDED
AND RESTATED LEASE AGREEMENT. THIS AMENDED AND RESTATED LEASE AGREEMENT SHOULD
BE FILED AND RECORDED IN THE REAL ESTATE RECORDS AS A LEASE AND AS A MORTGAGE
AND FIXTURE FILING. WACHOVIA DEVELOPMENT CORPORATION SHOULD BE INDEXED AS THE
GRANTOR OF THE LEASE AND THE GRANTEE (MORTGAGEE) OF THE MORTGAGE AND SECURITY
INTEREST. PROTECTIVE LIFE INSURANCE COMPANY SHOULD BE INDEXED AS THE GRANTEE OF
THE LEASE AND THE GRANTOR (MORTGAGOR) OF THE MORTGAGE AND SECURITY INTEREST. THE
MAILING ADDRESSES OF THE LESSEE (MORTGAGOR AND DEBTOR) AND THE LESSOR (MORTGAGEE
AND SECURED PARTY) FROM WHICH INFORMATION CONCERNING THE SECURITY INTEREST MAY
BE OBTAINED ARE SET FORTH ON THE SIGNATURE PAGES HEREOF AND A STATEMENT
INDICATING THE TYPES, OR DESCRIBING THE ITEMS, OF COLLATERAL ARE AS DESCRIBED IN
SECTION 26 HEREOF.
THIS INSTRUMENT IS FILED AND SHALL CONSTITUTE A FIXTURE FILING IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 7-9A-502(C) OF THE CODE OF ALABAMA.
THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE," AS DEFINED IN SECTION 7-9A-334(H)
OF THE CODE OF ALABAMA AND SECURES, AMONG OTHER OBLIGATIONS, AN OBLIGATION
INCURRED FOR THE CONSTRUCTION OF AN IMPROVEMENT ON LAND.
ATI-2239731v7
TABLE OF CONTENTS
Section 1.Defined Terms
Section 2.Lease of Facility
Section 3.Payments
Section 4.Anti-Terrorism Laws
Section 5.Title to Facility
Section 6.Title to Remain in the Lessor
Section 7.Maintenance of the Facility; Operations
Section 8.Modifications
Section 9.Further Assurances
Section 10.Compliance with Governmental Requirements and Insurance Requirements:
Related Contracts
Section 11.Condition and Use of Facility; Quiet Enjoyment
Section 12.Liens
Section 13.Permitted Contests
Section 14.Insurance, etc
Section 15.Termination; Cancellation; Purchase Option
Section 16.Transfer of Title on Removal of Facility; Expenses of Transfer
Section 17.Events of Default and Remedies
Section 18.Change in the Lessee's Name or Structure
Section 19.Inspection; Right to Enter Premises of the Lessee
Section 20.Right to Perform the Lessee's Covenants; The Administrative Agent
Section 21.Participation by Co-Lessees or Sublessees
Section 22.Notices
Section 23.Amendments and Waivers
Section 24.Severability
Section 25.Federal Income Tax Considerations
Section 26.Other Provisions
Section 27.Miscellaneous
EXHIBIT A
Description of Site
EXHIBIT B
Other Defined Terms
SCHEDULE 14 Insurance Requirements
ATI-2239731v7
AMENDED