EXHIBIT 10.2
FIRST AMENDMENT
TO LEASE AGREEMENT
This FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is made and
entered into as of May 25, 1999 ("Effective Date"), by and between OPUS SOUTH
CORPORATION, a Florida corporation, as Landlord, and NET.B@NK, INC., a Georgia
corporation, as Tenant.
RECITALS:
Landlord and Tenant did enter into that certain Lease Agreement, dated
March 17, 1999, for the leasing by Landlord to Tenant of certain space on the
first floor of the building commonly known as Royal Centre Three, 00000 Xxxxx
Xxxx Xxx, Xxxxxxxxxx, Xxxxxxx ("Building"), the space leased to Tenant being
more particularly described in the Lease as the "Premises." Landlord and Tenant
desire to enter into this First Amendment to provide for the addition of the
Expansion Space (as defined below), to the Premises pursuant to and in
accordance with the terms of this First Amendment.
Now, therefore, for and in consideration of the sum of Ten and 00/100
Dollars, the mutual covenants and obligations set forth in the Lease and in this
First Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby
agree as follows:
1. Beginning as of the Expansion Commencement Date (as defined below),
the portion of the first floor of the Building, consisting of 7,295 rentable
square feet, designated as Suite 120 and located as shown on EXHIBIT "A" to this
First Amendment ("Expansion Space"), shall be added to and become part of the
Premises, subject to and in accordance with all of the provisions of this First
Amendment and otherwise subject to and in accordance with all the provisions of
the Lease. The parties hereby acknowledge and agree that the rentable square
footage for the Expansion Space has been reviewed and confirmed by both parties
and is hereby conclusively agreed to be correct and is not subject to challenge
or dispute by either party.
2. The term with respect to the Expansion Space ("Expansion Term"),
shall commence ("Expansion Commencement Date") on the earlier of (a) the date
Tenant first occupies all or any portion of the Expansion Space for the conduct
of its business, or (b) January 1, 2000. The Expansion Term shall expire on the
last day of the Initial Lease Term for the remainder of the Premises or, if
exercised, on the last day of the Renewal Term.
3. As of the Expansion Commencement Date, the Premises shall consist of
a total of 26,910 rentable square feet which the parties conclusively agree is
correct and is not subject to challenge or dispute by either party. As of the
Expansion Commencement Date, Tenant's Prorata Share of Excess Operating Expenses
shall become 16.26%. If the Expansion Commencement Date occurs prior to January
1, 2000, Tenant's Prorata Share of Excess Operating Expenses for calendar year
1999 shall be appropriately prorated.
4. Beginning as of the Expansion Commencement Date, Tenant shall pay
Base Rent for the Expansion Space at the same rate per rentable square foot, per
annum applicable to the remainder of the Premises, as such rate is increased
annually pursuant to the provisions of Paragraph 10 of the Basic Terms of the
Lease. Tenant shall also be obligated to pay Tenant's Prorata Share of Excess
Operating
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Expenses with respect to the Expansion Space. Tenant shall pay such
Base Rent and Tenant's Prorata Share of Excess Operating Expenses on the same
terms and conditions (including a 1999 Base Year) and at the same time Tenant is
obligated to pay Base Rent and Tenant's Prorata Share of Excess Operating
Expenses with respect to the remainder of the Premises.
5. Landlord shall provide Tenant an Improvement Allowance for the
Expansion Space equal to $24.00 per rentable square foot of the Expansion Space.
Landlord shall construct, or cause to be constructed, leasehold improvements in
the Expansion Space in accordance with all of the provisions of the Work Letter
attached as EXHIBIT "D" of the Lease, except that: (i) any reference to the
Premises shall be deemed to refer to the Expansion Space; (ii) any reference to
the Plans shall be deemed to refer to the Expansion Plans and (iii) any
reference to Tenant's Work shall be deemed to be a reference to the work to be
performed by Landlord in the Expansion Space in accordance with the Expansion
Plans ("Tenant's Expansion Space Work"). Landlord will cause the Expansion Plans
to be prepared, in the same manner described in Paragraph 1 of the Work Letter,
promptly following Tenant's delivery to Landlord of Tenant's specifications and
requirements for the Expansion Space, and will proceed with due diligence
thereafter to construct, or cause to be constructed, Tenant's Expansion Space
Work.
6. Section 7.1.3 of the Lease is amended to provide that the cost to
Tenant for after-hours heating or air-conditioning services shall be $20.00 per
hour, per air-handling unit. Tenant acknowledges that the original Premises and
the Expansion Space are served by different air-handling units.
7. Except as expressly provided in this First Amendment, no free rent,
improvement allowances, moving allowances, space planning allowances or other
concessions which apply to the original Premises shall apply to the Expansion
Space. Except as modified by the terms of this First Amendment, Landlord and
Tenant do hereby ratify and reaffirm each and every provision of the Lease and
do hereby acknowledge that the Lease remains in full force and effect.
2
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day, month and year first above written.
Dated: 5/25/99 LANDLORD:
--------------------
OPUS SOUTH CORPORATION, a
Florida corporation
By: /s/ Xxxx Xxxxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxxxx
-------------------------
Title: President & CEO
-------------------------
Dated: 5/20/99 TENANT:
--------------------
Net.B@nk, Inc., a
Georgia corporation
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
Title: CFO
-------------------------
By: /s/ Xxxx X. Xxxxx
-------------------------
Name: Xxxx X. Xxxxx
-------------------------
Title: Dir. HR & Administration
-------------------------
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EXHIBIT "A"
[FLOOR PLAN APPEARS HERE]
ROYAL CENTRE THREE
at Royal 000
Xxxxxxxxxx, Xxxxxxx
a Development of
Opus South Corporation
4
SECOND AMENDMENT
TO LEASE AGREEMENT
This SECOND AMENDMENT TO LEASE AGREEMENT ("Second Amendment") is made
and entered into as of September 15, 1999 ("Effective Date"), by and between
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation, as
Landlord, and NET.B@NK, INC., a Georgia corporation, as Tenant.
RECITALS:
Opus South Corporation ("Opus") and Tenant did enter into that certain
Lease Agreement, dated March 17, 1999, for the leasing of certain space on the
first floor of the building commonly known as Royal Centre Three, 00000 Xxxxx
Xxxx Xxx, Xxxxxxxxxx, Xxxxxxx ("Building"), the space leased to Tenant being
more particularly described in the Lease as the "Premises."
The Original Lease has been previously amended by First Amendment to
Lease, dated May 25, 1999 ("First Amendment"). The Original Lease, as amended by
the First Amendment, is hereinafter referred to as the "Lease."
Landlord has acquired the Building from Opus and is the current holder
of all of the Landlord's interest under the Lease.
Landlord and Tenant desire to enter into this Second Amendment to
REDEFINE the addition of the Expansion Space (as originally defined in First
Amendment and subsequently redefined below), to the Premises pursuant to and in
accordance with the terms of this Second Amendment.
Now, therefore, for and in consideration of the sum of Ten and 00/100
Dollars, the mutual covenants and obligations set forth in the Lease and in this
Second Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby
agree as follows:
1. Beginning as of the Expansion Commencement Date (as defined below),
the portion of the first floor of the Building, consisting of 10,253 rentable
square feet, designated as Suite 130 and located as shown on Exhibit "A" to this
Second Amendment ("Expansion Space"), shall be added to and become part of the
Premises, subject to and in accordance with all of the provisions of this First
Amendment and otherwise subject to and in accordance with all the provisions of
the Lease. The parties hereby acknowledge and agree that the rentable square
footage for the Expansion Space has been reviewed and confirmed by both parties
and is hereby conclusively agreed to be correct and is not subject to challenge
or dispute by either party.
2. The term with respect to the Expansion Space ("Expansion Term"),
shall commence ("Expansion Commencement Date") on the earlier of (a) the date
Tenant first occupies all or any portion of the Expansion Space for the conduct
of its business, or (b) January 1, 2000. The Expansion Term shall expire on the
last day of the Initial Lease Term for the remainder of the Premises or, if
exercised, on the last day of the Renewal Term.
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3. As of the Expansion Commencement Date, the Premises shall consist of
a total 29,868 rentable square feet which the parties conclusively agree is
correct and is not subject to challenge or dispute by either party. As of the
Expansion Commencement Date, Tenant's Prorata Share of Excess Operating Expenses
shall become 18.044%. If the Expansion Commencement Date occurs prior to January
1, 2000, Tenant's Prorata Share of Excess Operating Expenses for calendar year
1999 shall be appropriately prorated.
4. Beginning as of the Expansion Commencement Date, Tenant shall pay
Base Rent for the Expansion Space at the same rate per rentable square foot, per
annum applicable to the remainder of the Premises, as such rate is increased
annually pursuant to the provisions of Paragraph 10 of the Basic Terms of the
Lease. Tenant shall also be obligated to pay Tenant's Prorata Share of Excess
Operating Expenses with respect to the Expansion Space. Tenant shall pay such
Base Rent and Tenant's Prorata Share of Excess Operating Expenses on the same
terms and conditions (including a 1999 Base Year) and at the same time Tenant is
obligated to pay Base Rent and Tenant's Prorata Share of Excess Operating
Expenses with respect to the remainder of the Premises.
5. Landlord shall provide Tenant an Improvement Allowance for the
Expansion Space equal to $24.00 per rentable square foot of the Expansion Space.
Landlord shall construct, or cause to be constructed, leasehold improvements in
the Expansion Space in accordance with all of the provisions of the Work Letter
attached as EXHIBIT "D" of the Lease, except that: (i) any reference to the
Premises shall be deemed to refer to the Expansion Space; (ii) any reference to
the Plans shall be deemed to refer to the Expansion Plans and (iii) any
reference to Tenant's Work shall be deemed to be a reference to the work to be
performed by Landlord in the Expansion Space in accordance with the Expansion
Plans ("Tenant's Expansion Space Work"). Landlord will cause the Expansion Plans
to be prepared, in the same manner described in Paragraph 1 of the Work Letter,
promptly following Tenant's delivery to Landlord of Tenant's specifications and
requirements for the Expansion Space, and will proceed with due diligence
thereafter to construct, or cause to be constructed, Tenant's Expansion Space
Work.
6. Tenant's Right of First Refusal as described in Exhibit "E",
Paragraph 2 of the Lease is hereby modified to change the demised premises of
the Refusal Space to 7,295 rentable square feet, Suite 120 as shown on Exhibit
"A".
7. This Second Amendment modifies and overrides the expansion rights
provided for in the First Amendment. Tenant's right to the Expansion Space shall
be described in the First Amendment, or modified by this Second Amendment.
8. Except as expressly provided in this Second Amendment, no free rent,
improvement allowances, moving allowances, space planning allowances or other
concessions which apply to the original Premises shall apply to the Expansion
Space. Except as modified by the terms of this Second Amendment, Landlord and
Tenant do hereby ratify and reaffirm each and every provision of the Lease and
do hereby acknowledge that the Lease remains in full force and effect.
6
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day, month and year first above written.
Dated: 9/17/00 LANDLORD:
ALLIANZ LIFE INSURANCE COMPANY OF NORTH
AMERICA, a Minnesota corporation
By: ALLIANZ OF AMERICA, INC.
its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
------------------------------------
Title: Director, Real Estate Acquisitions
------------------------------------
Dated: 9-15-00 TENANT:
NET.B@NK, INC., a
Georgia corporation
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: CFO
------------------------------------
By: /s/ X.X. Xxxxxx
------------------------------------
Name: X.X. Xxxxxx
------------------------------------
Title: CEO
------------------------------------
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EXHIBIT "A"
[Floor plan appears here]
- ROYAL CENTRE THREE -
AT ROYAL 000
XXXXXXXXXX, XXXXXXX
GROUND FLOOR PLAN
THIRD AMENDMENT
TO LEASE AGREEMENT
This THIRD AMENDMENT TO LEASE AGREEMENT ("Third Amendment") is made and
entered into as of October 26, 1999 ("Effective Date"), by and between ALLIANZ
LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation ("Landlord"),
and NET.B@NK, INC., Georgia corporation ("Tenant").
RECITALS:
Landlord and Tenant did enter into that certain Lease Agreement, dated
March 17, 1999 ("Original Lease"), for the leasing by Landlord to Tenant of
certain space on the first floor of the building commonly known as Royal Centre
Three, 00000 Xxxxx Xxxx Xxx, Xxxxxxxxxx, Xxxxxxx ("Building"), the space leased
to Tenant being more particularly described in the Lease as the "Premises."
The Original Lease has been previously amended by First Amendment to
Lease, dated May 25, 1999 ("First Amendment") and by Second Amendment to Lease,
dated September 15, 1999 ("Second Amendment"). The Original Lease, as amended by
the First Amendment and Second Amendment, is hereinafter referred to as the
"Lease."
Landlord and Tenant desire to enter into this Third Amendment to
provide for the addition of the Second Expansion Space to the Premises pursuant
to and in accordance with the terms of this Third Amendment.
Now, therefore, for and in consideration of the sum of Ten and 00/100
Dollars, the mutual covenants and obligations set forth in the Lease and in this
Third Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby
agree as follows:
1. Effective as of January 1, 2000 ("Second Expansion Commencement
Date"), the Premises shall be increased for all purposes under the Lease by
adding thereto 7,295 rentable square feet on the first floor of the Building as
shown on the attached EXHIBIT A ("Second Expansion Space"),
2. The term for the Second Expansion Space ("Second Expansion Term")
shall terminate on June 30, 2006, coterminously with the Term for the original
Premises.
3. Base Rent for the Second Expansion Space shall be calculated in
accordance with the following schedule:
------------------------------------------------------------------------------------------------------------
BASE RENT PER
PERIOD RENTABLE SQUARE FOOT MONTHLY BASE RENT
------------------------------------------------------------------------------------------------------------
1/1/00 - 7/31/00 * $20.50* $12,462.29*
------------------------------------------------------------------------------------------------------------
8/1/00 - 7/31/01 $21.01 $12,773.85
------------------------------------------------------------------------------------------------------------
8/1/01 - 7/31/02 $21.54 $13,093.20
------------------------------------------------------------------------------------------------------------
8/1/02 - 7/31/03 $22.08 $13,420.53
------------------------------------------------------------------------------------------------------------
8/1/03 - 7/31/04 $22.63 $13,756.04
------------------------------------------------------------------------------------------------------------
*Notwithstanding anything to the contrary set forth herein, Base Rent
shall be abated for a 3,645 rentable square foot portion of the Second Expansion
Space for the period from January 1, 2000 through March 31, 2000. Accordingly,
during that period, the Monthly Base Rent due by Tenant with respect to the
Second Expansion shall be $6,235.42.
4. As of August 1, 2004, Base Rent per rentable square feet per annum
of the Second Expansion Space shall be that of the existing base rental rate
then in effect on the primary Premises.
5. Additional Rent, Rent and all other charges under the Lease which
are or will be applicable to the Premises shall also be applicable to the Second
Expansion Space.
6. As of the Second Expansion Commencement Date, the Premises shall
consist of a total of 37,163 rentable square feet which the parties conclusively
agree is correct and is not subject to challenge or dispute by either party. As
of the Second Expansion Commencement Date, Tenant's Prorata Share of Excess
Operating Expenses shall become 22.4513%.
7. Beginning as of the Second Expansion Commencement Date, Tenant shall
pay Base Rent for the Second Expansion Space (except the abated portion, as
provided above) at the rate per rentable square foot, per annum applicable from
time to time as set forth in Section 3 of this Third Amendment. Tenant shall
also be obligated to pay Tenant's Prorata Share of Excess Operating Expenses
with respect to the Second Expansion Space. Tenant shall pay such Base Rent and
Tenant's Prorata Share of Excess Operating Expenses on the same and terms and
conditions (including a 1999 Base Year) and at the same time Tenant is obligated
to pay Base Rent and Tenant's Prorata Share of Excess Operating Expenses with
respect to the remainder of the Premises.
8. Landlord shall provide Tenant an Improvement Allowance for the
Second Expansion Space equal to $17.00 per rentable square foot of the Second
Expansion Space and Landlord construct leasehold improvements in the Second
Expansion Space in accordance with all of the provisions of the Work Letter
attached as EXHIBIT "D" of the Lease, except that: (i) any reference to the
Premises shall be deemed to refer to the Second Expansion Space; (ii) any
reference to the Plans shall be deemed to refer to the Second Expansion Plans
and (iii) any reference to Tenant's Work shall be deemed to be a reference to
the work to be performed by Landlord in the Second Expansion Space in accordance
with the Second Expansion Plans ('Tenant's Second Expansion Space Work").
Landlord will cause the Second Expansion Plans
2
to be prepared, in the same manner described in Paragraph 1 of the Work
Letter, promptly following Tenant's delivery to Landlord of Tenant's
specifications and requirements for the Second Expansion Space, and will
proceed with due diligence thereafter to construct Tenant's Second Expansion
Space Work.
9. Except as expressly provided in this Third Amendment, no free rent,
improvement allowances, moving allowances, space planning allowances or other
concessions which apply to the original Premises shall apply to the Second
Expansion Space. Except as modified by the terms of this Third Amendment,
Landlord and Tenant do hereby ratify and reaffirm each and every provisions of
the Lease and do hereby acknowledge that the Lease remains in full force and
effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day, month and year first above written.
Dated: 10/26/99
LANDLORD:
ALLIANZ LIFE INSURANCE
COMPANY OF NORTH AMERICA, a
Minnesota corporation
By: ALLIANZ OF AMERICA, INC.
its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
------------------------------------
Title: Director, Real Estate Acquisitions
------------------------------------
Dated: TENANT:
------------------
NET.B@NK, INC., a Georgia corporation
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: CFO
------------------------------------
3
EXHIBIT "A"
ROYAL CENTRE THREE
at Royal 000
Xxxxxxxxxx, Xxxxxxx
Ground Floor Plan
