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EXHIBIT 10.10
LEASE AGREEMENT
BY AND BETWEEN
RICHMOND REALTY COMPANY, LLC
AND
X. X. XXXXXX, XX. AS TRUSTEE
AND
SUN BANCSHARES, INC.
Dated: April 28, 2000
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TABLE OF CONTENTS
PAGE
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1. DEMISED PREMISES.............................. 3
2. TERM.......................................... 3
3. OPTION TO RENEW............................... 3
4. RENTAL........................................ 4
5. QUIET ENJOYMENT............................... 5
6. IMPROVEMENTS.................................. 5
7. IMPROVEMENT AND FIXTURES...................... 6
8. USE OF PREMISES............................... 6
9. ASSIGNMENT AND SUBLETTING..................... 6
10. MORTGAGES..................................... 7
11. REGISTERED MORTGAGEE'S RIGHT TO CURE DEFAULT.. 9
12. MAINTENANCE/APPEARANCE........................ 10
13. DAMAGE OR DESTRUCTION......................... 10
14. PAYMENT OF TAXES.............................. 11
15. UTILITIES..................................... 11
16. APPRAISAL PROCEDURE........................... 11
17. CONDEMNATION.................................. 12
18. INDEMNIFICATION............................... 13
19. DEFAULT....................................... 14
20. NOTICES....................................... 16
21. LIABILITY INSURANCE........................... 16
22. LESSOR'S WARRANTY............................. 17
23. LESSEE'S WARRANTY............................. 18
24. BINDING AGREEMENT............................. 18
25. EXPIRATION.................................... 18
26. INSOLVENCY, ETC. OF LESSEE.................... 18
27. RICHMOND PLACE ROAD MAINTENANCE............... 19
28. BROKERAGE..................................... 19
29. LESSOR AND LESSEE NOT PARTNERS................ 19
30. LITIGATION.................................... 19
31. HOLDOVERS..................................... 19
32. ASSIGNMENT BY LESSOR.......................... 20
33. ENTRY ON PREMISES BY LESSOR................... 20
34. FEDERAL DEPOSIT INSURANCE CORPORATION......... 20
35. MISCELLANEOUS................................. 20
(a) Authorization to Enter into this Lease... 20
(b) Waiver................................... 20
(c) Integration.............................. 21
(d) Time of Essence.......................... 21
(e) Sundays and Holidays..................... 21
(f) Damage to Land........................... 21
(g) Paragraph Headings and Cross-References.. 21
(h) Recordation of Memorandum of Lease....... 21
(i) Compliance with Laws..................... 21
(j) Governing Law............................ 22
(k) Certificates of Lessor and Lessee........ 22
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LEASE AGREEMENT
THIS LEASE AGREEMENT, (this "Lease"), made and entered into this _____
day of April, 2000, by and between Richmond Realty Company, LLC, a South
Carolina limited liability company and X. X. Xxxxxx, Xx., as Trustee u/d of May
Allston Xxxxx, dated December 29, 1972, recorded in Georgetown County, SC in
Deed Book 109 at Page 743, hereinafter referred to as "Lessor", and Sun
Bancshares, Inc., a South Carolina Corporation, hereinafter referred to as
"Lessee".
WITNESSETH:
WHEREAS, the Lessor, Richmond Realty Company, LLC, has agreed to lease
the demised premises hereinafter described to the Lessee, Sun Bancshares, Inc.,
so that its subsidiary, SunBank, might construct a office for its bank on said
premises pursuant to the terms of a Option Agreement between the parties dated
November 12, 1999;
NOW, THEREFORE, IN CONSIDERATION of the rents hereinafter reserved and
the covenants and agreements hereinafter expressed on the parts of the parties
to be performed, Lessor leases unto Lessee and Lessee leases from Lessor the
land and premises hereinafter described, on the terms and conditions stated, to
wit:
1. DEMISED PREMISES: The Demised Premises are described
and identified as being:
See attached Exhibit "A" for a description of the Demised Premises.
2. TERM: TO HAVE AND TO HOLD the same for and during the term
commencing on the 1st day of May, 2000, and expiring on the 30th day of April,
2030, inclusive, unless sooner terminated as hereinafter provided.
3. OPTION TO RENEW:
(a) The term of this Lease may be extended, at the option of the
Lessee, for four (4) period(s) of five (5) years each, such period(s)
being herein sometimes referred to as an extended term(s), as follows:
First extended term: May 1, 2030 through April 30, 2035; Second
extended term: May 1, 2035 through April 30, 2040; Third extended term:
May 1, 2040 through April 30, 2045; Fourth
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extended term: May 1, 2045 through April 30, 2050. Such option to
extend shall be exercised by the Lessee by giving written notice to the
Lessor not less than 180 days prior to the expiration of the then
existing term.
(b) Each extended term shall be upon the same terms, covenants and
conditions, with the exception of the annual rent payable, as hereafter
provided in this Lease, which shall be established by an appraisal of
said Demised Premises at the end of the initial term in accordance with
the provisions hereinafter set forth so as to provide a twelve (12%)
percent return to the Lessor. The rent will thereafter be adjusted at
the end of the third year from the balance of that option period as is
set forth in Item 4 below. The appraisal shall not include the
Improvements (as said term is hereinafter defined) placed on the
Demised Premises.
4. RENTAL: The lease will be a triple net lease and rent will be
on an absolute net basis. The rent shall be paid annually, in advance, due and
payable on or before the first (1st) of May of each year. For years one (1)
through three (3), the rent will be Fifty-Five Thousand and No/100's
($55,000.00) Dollars per year, (hereinafter "Basic Rental"). The receipt of
$55,000.00 for year one (1), (comprising option money previously paid to the
Lessor in the amount of $22,916.65) and the balance of $32,083.35 (paid at the
signing of this Lease), is hereby acknowledged by the Lessor. For the remaining
years of the Initial Term, beginning with the lease year commencing May 1st,
2003 and on May 1st of each three (3) years thereafter, the Basic Rental will be
adjusted according to the corresponding change in the Consumer Price Index (CPI)
as hereinafter set forth. Should the Lessee exercise its renewal option as
herein provided in Paragraph "3.(a)." above, the Basic Yearly rental for any
such option period shall be adjusted to provide a twelve (12%) percent annual
return to Lessor on the value of the land, at that time, minus all improvements
thereon, with such rental thereafter to be adjusted by the CPI in the third
(3rd) year for the balance of that option period. Should the Lessor and Lessee
fail to agree on the value of the land within (30) days of notice of exercising
such option, the value of the land shall be established by the "Appraisal
Procedure" as set forth in Paragraph "15.", below.
On May 1st, 2003, and on each May 1st on each three year period while
the initial term of this lease, is in effect, the basic yearly rental of
$55,000.00 shall be adjusted in
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accordance with the "Consumer Price Index" in the manner as is hereinafter
defined. Yearly rental for each succeeding three (3) year period, shall be in an
amount determined by multiplying the Basic Yearly Rental ($55,000.00) by a
fraction, the numerator of which shall be the "Consumer Price Index" (as said
term is hereinafter defined) as adjusted for the previous year and published in
the Federal Reserve Bulletin for the preceding year, and the denominator of
which shall be the "Consumer Price Index" (as said term is hereinafter defined)
for the year 2000 as adjusted and published in the Federal Reserve Bulletin.
The term "Consumer Price Index" as used herein shall mean the index
number published by the Bureau of Labor Statistics of the United States
Department of Labor Indexes, unadjusted Indexes, All Items, (base 1982-84 =
100)". In the event such Index is no longer published, then the successor
substitute index appropriately adjusted, shall be utilized in the determination
of the rent payable hereunder.
5. QUIET ENJOYMENT: Lessee, upon payment of the rental and all
other payments and charges to be paid by Lessee under the terms of this Lease,
and upon observing and keeping the agreements and the covenants of this Lease
on the part of Lessee to be observed and kept, shall lawfully and quietly hold,
occupy and enjoy the Demised Premises during the term of this Lease without
interference by Lessor, or anyone claiming by, through or under Lessor, subject
only to existing or future laws, ordinances and governmental regulations and to
matters of record affecting title to the Demised Premises.
6. IMPROVEMENTS: Lessee shall have the right to make such
improvements to the Demised Premises as it deems advisable including, but not
limited to, the construction of a bank building ("Improvements"); provided,
however, such plans and specifications therefor must be submitted to Lessor for
its approval. Such approval shall not be unreasonably withheld. Lessee shall be
responsible for the cost of any and all Improvements on the Demised Premises,
and shall hold Lessor harmless against any claims arising by reason of the con
struction thereof, expressly including, but without limiting the generality,
mechanics' liens, or public liability. All Improvements placed on the Demised
Premises shall be done in accordance with all applicable laws and codes,
including specifically the building regulations of the County of Georgetown,
South Carolina.
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After construction is completed, Lessee shall have the right, without
the consent of Lessor, to make interior and exterior alterations, repairs,
improvements, or modifications in the building or buildings so constructed.
7. IMPROVEMENTS AND FIXTURES: At the expiration or earlier
termination of this Lease, all Improvements placed or constructed on the Demised
Premises by Lessee shall become the property of Lessor; provided, however, that
if Lessee is in full compliance with the terms of this Lease, then Lessee shall
have the right to remove any and all furniture, furnishings, equipment, or trade
fixtures which may be located in or on the Demised Premises. All of such items
shall be removed no later than thirty (30) days after the termination date of
this Lease. Any items remaining after such time shall conclusively be deemed to
have been abandoned and shall belong to Lessor.
8. USE OF PREMISES: The Lessee may use and occupy the leased
property for any lawful purpose. The Lessee shall not use or knowingly permit
any part of the leased property be used for any unlawful purpose.
9. ASSIGNMENT AND SUBLETTING: This Lease, and/or any rights
hereunder, may not be assigned, sub-leased or transferred by the Lessee except
as hereinafter specifically provided unless such assignment or transfer is
consented to in writing by the Lessor. Without limiting the provisions of
Section 10 hereof, this Lease, the Demised Premises, the Improvements (or any
portion thereof or any interest therein), and the rights, privileges,
obligations, and responsibilities of Lessee under this Lease may be transferred
or assigned, in whole or in part and from time to time, by Lessee without the
prior written approval of Lessor, provided that (a) the proposed assignee or
transferee has the financial capability to comply with this Lease at the time of
the applicable assignment or transfer, (b) the proposed assignee or transferee
agrees in writing to use the Demised Premises for business or professional
offices, or a full-service banking facility and (c) the proposed assignee or
transferee is a financial institution or business entity which is acquiring, is
being acquired by, is merging with, or is otherwise being consolidated with
Lessee (hereinafter collectively referred to as the "Permitted Assignments"). A
permitted assignee shall succeed to the rights of Lessee under this Lease,
subject, however, to all duties, covenants, and obligations of Lessee under this
Lease. Upon a Permitted Assignment by Lessee of all of Lessee's right, title,
and interest in and to the Demised
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Premises (or upon any further Permitted Assignment by a permitted assignee in
accordance with the requirements of this Section 9, Lessee (or said assigning
permitted assignee) shall be released from any duties, covenants, or obligations
under this Lease arising out of or in connection with events occurring
subsequent to the date of said Permitted Assignment, without the express
approval of Lessor. Provided further, however, Lessee may without the consent of
Lessee sublease a portion of the space in the bank building for business or
professional offices.
10. MORTGAGES:
(a) Right To Mortgage Lessee's Interest In Property.
Lessee and each permitted assignee of Lessee, shall have the right to encumber
its Leasehold interest in the Demised Premises and Improvements, its right to
use and occupy the Demised Premises and Improvements, and any other property so
affixed to said land, buildings, or improvements as to be a part thereof and all
rents, income, revenues, issues and profits now or hereafter incident or
belonging to said leasehold estate and buildings and property, under any one or
more mortgages ("Project Mortgage(s)"), as security for any indebtedness or
obligation; provided that no project mortgagee or anyone that claims by,
through, or under such Project Mortgage or instrument in the nature thereof
shall by virtue thereof acquire any greater right in the Demised Premises or
Improvements thereon than Lessee then had under this Lease. The execution and
delivery of any such Project Mortgage, the transfer of the leasehold estate
pursuant to any foreclosure (judicial or otherwise) thereof or any deed or
assignment in lieu of foreclosure, or the disposition of the leasehold estate by
the holder of such Project Mortgage shall not be deemed prohibited by any
provisions hereof. Any Project Mortgage shall in all respects be and remain
subordinate and inferior to Lessor's rights, title, privileges and interests in
and to the Demised Premises and Improvements, and neither Lessee nor any
permitted assignee shall have the right to encumber in any manner Lessor's fee
simple title and reversionary interest in and to the Demised Premises.
(b) Lessor agrees to modify this Lease from time to time
for the purpose of incorporating herein such additional project mortgagee
protective provisions as may be reasonably requested by any project mortgagee;
provided such modifications do not result in a change in the payment of rental
hereunder, do not materially modify the obligations of Lessee hereunder, are not
inconsistent with any of the terms
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and conditions of this Lease in any material respect, and do not increase the
financial risk or other obligations of or unduly burden Lessor. Any additional
modifications pursuant to this Section 10 shall be effected at no expense to
Lessor.
(c) In the event Lessee or any permitted assignee of
Lessee shall encumber the Demised Premises, Improvements or any portion thereof
or any interest therein with a Project Mortgage, and the project mortgagee shall
register with Lessor ("Registered Mortgagee") by delivering to Lessor a copy of
the Project Mortgage certified by the Clerk or any Deputy Clerk of the Court of
where the Demised Premises and Improvements are located, together with a written
notice specifying the name and address of the project mortgagee, the pertinent
recording data, and the term or duration of the Project Mortgage, then from and
after the date of receipt by Lessor of such registration and for the term or
duration of said Project Mortgage, Lessor shall, simultaneously with giving
Lessee any notice under this Lease, serve a copy of such notice upon all
Registered Mortgagees, the serving of such notice upon each Registered Mortgagee
entitled to the receipt thereof being a condition precedent to the effectiveness
thereof with respect to such Registered Mortgagee. Upon request, Lessor shall
notify any Registered Mortgagee of the identity and address of Lessors agent, if
any, for receipt of notice and payments hereunder, and such Registered Mortgagee
shall be entitled to rely on such notice until such Registered Mortgagee is
delivered a notice from Lessor changing the identity and/or address of such
agent. Notices sent and payments made in accordance with any such notice from
Lessor shall constitute notice and payment to all parties included within the
term "Lessor." Each Registered Mortgagee shall have the right to remedy or cause
to be remedied any default complained of or request made by Lessor, and Lessor
shall accept performance by or at the instigation of any Registered Mortgagee
with the same force and effect as if Lessee had performed the action in
question. Nothing contained herein shall be construed as imposing any obligation
upon any project mortgagee so to perform or comply on behalf of Lessee.
(d) No project mortgagee shall be or become liable to
Lessor as an assignee of this Lease or otherwise unless such project mortgagee
expressly assumes by written instrument such liability (in which event the
project mortgagee's liability shall be limited to the period of time it is the
owner of the leasehold estate created hereby), and no assumption shall be
inferred from or result from foreclosure or other appropriate proceedings in the
nature thereof or as
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the result of any other action or remedy provided for by such Project Mortgage
or other instrument or from a conveyance from Lessee pursuant to which the
purchaser at foreclosure or grantee shall acquire the rights and interest of
Lessee under the terms of this Lease; provided that nothing in this Section 10
shall be deemed to prevent Lessor from exercising all rights and remedies,
including, but not limited to, Termination of Lease, in accordance with Section
18 if the obligations of Lessee under this Lease are not performed as provided
in this Lease. It is further agreed that no person acquiring title to, or other
rights in, the Demised Premises and Improvements or this Lease solely by virtue
of the provisions of a Project Mortgage, collateral assignment, security
agreement, or similar security instrument shall have any liability hereunder
except as expressly provided in this Section 10, notwithstanding that such
security instrument may provide for a present assignment of Lessee's rights
hereunder to the acquiring person.
(e) Lessor shall not accept any surrender of or agree to
any termination of (except as provided in Section 18 hereof) or enter into any
modification or amendment of this Lease without the prior written consent
thereto by all Registered Mortgagees, and any attempt so to do without such
written consent shall be void and of no force or effect.
(f) The rights granted a Registered Mortgagee in this
Section 10 shall not extend to more than two (2) such Registered Mortgagees at
any one time and shall be exercisable by each Registered Mortgagee in accordance
with the respective priorities of the Project Mortgages.
11. REGISTERED MORTGAGEE'S RIGHT TO CURE DEFAULT:
Lessor, upon providing Lessee with any Default Notice, shall at the
same time provide a copy of such notice to every Registered Mortgagee. From and
after the date of the Default Notice, each Registered Mortgagee shall have the
same period as is given to Lessee to remedy, commence remedying, or cause to be
remedied the Default specified in any such Default Notice. Lessor shall accept
such performance by or at the instigation of any such Registered Mortgagee as if
the same had been done by Lessee. Lessee authorizes each Registered Mortgagee to
take any such action at such Registered Mortgagee's option and does hereby
authorize entry upon the Leased Property by the Registered Mortgagee(s) for such
purposes.
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12. MAINTENANCE/APPEARANCE: Lessee covenants and agrees that
Lessee will be solely responsible for the maintenance and repair of the Demised
Premises and Improvements throughout the term of this Lease. Any necessary
maintenance shall be performed in a workmanlike manner utilizing proper
contractors, subcontractors and materialmen. Lessee shall be solely responsible
for the cost of such maintenance and shall save Lessor harmless from any claim
for labor and/or materials utilized in the performance of such maintenance and
repairs. Nothing contained herein shall be deemed to make Lessee or any of
Lessee's employees or agents (including any contractors, subcontractors or
suppliers of materials) the agent or employee of Lessor nor give rise to any
lien against the fee ownership of the Demised Premises of Lessor. Lessee further
covenants and agrees that during the term of this Lease, the Demised Premises
shall be maintained and kept in an attractive and neat manner, free from litter
and debris and unsightly conditions.
13. DAMAGE OR DESTRUCTION: No destruction of or damage to the
Improvements (or any portion thereof) by fire, windstorm or any other casualty,
shall entitle Lessee to terminate this Lease; and in the event of such casualty,
Lessee shall repair and restore the Improvements to a condition substantially
comparable to the condition of the Improvements prior to such damage or
destruction. Notwithstanding anything stated hereinabove, if such damage or
destruction occurs due to any casualty during the last five (5) years of the
Initial Term, First Extended Term, Second Extended Term, Third Extended Term, or
Fourth Extended Term, Lessee shall not have a duty to restore as stated above,
provided, however, at Lessor's option, Lessee may be required to remove any and
all improvements, debris and personal property from the premises and restore the
premises to the same condition as it existed at the commencement of the Lease.
Any restoration or repair shall be performed in a workmanlike manner
utilizing proper contractors, subcontractors and materialmen. Lessee shall be
solely responsible for the cost of such restoration or repair and shall save
lessor harmless from any claim for labor and/or materials utilized in the
performance of such restoration or repairs. Nothing contained herein shall be
deemed to make Lessee or any of Lessee's employees or agents (including any
contractors, subcontractors or suppliers of materials) the agent or employee of
Lessor, nor give rise to any lien against the fee ownership of the Demised
Premises of Lessor.
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14. PAYMENT OF TAXES: Lessee shall be responsible for the payment
of all ad valorem or other taxes or assessments levied or imposed on the Demised
Premises and any improvements thereon during the entire term of this Lease.
However, all of such taxes and assessments payable for the calendar or tax year
in which the term of this Lease commences shall be prorated so that Lessor bears
the portion of such taxes and assessments attributable to the portion of the
year prior to the commencement of this Lease. Furthermore, all of such taxes and
assessments payable for the calendar or tax year in which the term of this Lease
expires shall be prorated so that Lessee bears the portion of such costs
attributable to the portion of the year during the term of this Lease and Lessor
bears the portion of such costs attributable to the portion of the year
following the expiration of the Lease. Taxes, assessments, and insurance
premiums herein provided for shall constitute additional rent, non-payment of
which shall constitute default in the payment of rent if not paid when due.
These payments may be made to the proper recipients rather than to Lessor. If
Lessor fails to have the Demised Premises designed as a separate tax parcel,
then Lessor shall provide Lessee with proof of a division of said taxes and
assessments. Lessee shall furnish to Lessor copies of receipts showing payment
of taxes and assessments. Lessee shall have the right to contest in good faith
and at its sole expense the amount or validity of such taxes and assessments by
appropriate legal proceedings, but Lessee's covenant to pay such taxes and
assessments before delinquency shall not be modified.
15. UTILITIES: Lessee shall be solely responsible for the payment
of all charges for electricity, gas, heat, water, telephone, and other utility
services used by Lessee in or on the Demised Premises.
16. APPRAISAL PROCEDURE: If it shall become necessary to determine
the appraised value of the Lessor's interest in the leased property, such
appraisal shall be conducted in accordance with the provisions of this
paragraph. The Lessee shall appoint a disinterested person with at least ten
years professional experience as a licensed real estate appraiser as an
appraiser. Within ten days thereafter, the Lessor shall by written notice to the
Lessee appoint a second disinterested person with at least ten years
professional experience as a licensed real estate appraiser as an appraiser. The
appraisers thus appointed shall appoint a third disinterested person with at
least ten years professional experience as a licensed real estate appraiser, and
such three appraisers shall promptly as
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possible determine such value. If a second appraiser shall not have been so
appointed, the first appraiser shall proceed to determine such value. If, within
five days after the appointment of the second appraiser, the two appraisers
appointed by the parties shall be unable to agree upon the appointment of a
third appraiser, they shall give written notice of such failure to agree to the
parties, and, if the parties fail to agree upon the selection of such third
appraiser within five days after the appraisers appointed by the parties have
given such notice, then within five days thereafter either of the parties upon
written notice to the other party may apply for such appointment to the Court of
Common Pleas of Georgetown County, South Carolina or to any other court having
jurisdiction and exercising functions similar to those now exercised by the
Court of Common Pleas of Georgetown County, South Carolina. The Lessor and the
Lessee shall each be entitled to present evidence and argument to the
appraisers. The determination of the majority of the appraisers, or of the sole
appraiser, as the case may be, shall be conclusive upon the parties and judgment
upon the same may be entered in any court having jurisdiction thereof. The
appraisers shall give written notice to the parties stating their determination,
and shall furnish to each party a copy of such determination signed by them. In
the event of the failure, refusal, or inability of any appraiser to act, a new
appraiser shall be appointed in his stead, which appointment shall be made in
the same manner as hereinabove provided for the appointment of the appraiser so
failing, refusing, or unable to act. The expenses of each appraisal conducted in
accordance with the provisions of this paragraph shall be borne equally by the
Lessor and Lessee.
17. CONDEMNATION:
(a) If at any time during the term of this Lease, title
to the whole of the Demised Premises and Improvements shall be taken by the
exercise of the right of condemnation or the power of eminent domain, this Lease
shall terminate on the date of such taking, and the rent and other sums of money
provided to be paid by Lessee shall be apportioned and paid to the date of such
taking.
(b) If title to more than fifty (50%) percent but less
than all of the entire Demised Premises shall be taken by the exercise of the
right of condemnation or the power of eminent domain, but the remainder of the
Demised Premises cannot be economically and feasibly used by Lessee, as
determined by Lessee in its reasonable discretion, then
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Lessee, at Lessee's option, shall have the option to cancel this Lease,
effective on the date of taking, on written notice to Lessor, whereupon this
Lease shall terminate and rent and other charges shall be apportioned and paid
to the date of such termination. In the event that Lessee does not elect to
cancel this Lease, the rental shall be reduced in accordance with the terms of
subparagraph (c) below.
(c) If title to less than fifty (50%) percent of the
entire Demised Premises and Improvements shall be taken by the exercise of the
right of condemnation or the power of eminent domain, but the remainder of the
Demised Premises can be economically and feasibly used by Lessee, as determined
by Lessee in its reasonable discretion, or if Lessee elects not to cancel this
Lease in accordance with clause (b) above, then this Lease shall continue in
force and effect except that the base rent payable hereunder shall be reduced
commensurate with the amount of land taken.
(d) In the event of any taking of (i) only appurtenances
to the Demised Premises (including any pond areas) and Improvements that do not
materially affect the bank operations, or (ii) rights in, under, or above the
streets adjoining the Demised Premises and Improvements, or (iii) the rights and
benefits of light, air or access, or (iv) the taking of space or rights below
the surface of, or above, the Demised Premises and Improvements that do not
materially affect bank operations, then this Lease shall remain in full force
and effect without reduction or abatement of rent. Lessor and Lessee shall share
the award for such taking as their interests may appear, depending on the nature
of such taking.
(e) Lessor and Lessee shall each retain any condemnation
award made specifically to their favor with neither party having any claim on
any award made directly to the other party. Nothing in this Section 16 shall
preclude an award being made to Lessee by the condemning authority for its
leasehold interest in the Demised Premises, fee interest in the Improvements,
loss of business, or depreciation to, and cost of removal of equipment or
fixtures, or preclude Lessee's right to bring an action against the condemning
authority.
18. INDEMNIFICATION: Lessee agrees to defend, indemnify and save
Lessor harmless (except in the event of gross negligence or wilful misconduct
solely on the part of Lessor, its employees, or agents) against any and all
claims, demands, damages, costs and expenses, including all attorneys' fees
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incurred by Lessor for the defense thereof, arising from (i) the conduct or
management of any business operated by Lessee in, on or about the Demised
Premises including any accident, injury or damage which shall have occurred in,
on or about the Demised Premises or on or under the adjoining streets, curbs or
vaults, or resulting from the condition, maintenance or operation of the Demised
Premises on the adjoining streets, sidewalks, curbs or vaults; (ii) any breach
or default on the part of Lessee in the performance of any covenant or agreement
on the part of Lessee to be performed pursuant to the terms of this Lease; (iii)
any act of negligence of Lessee, Lessee's agents, contractors, servants,
employees, sublessees, concessionaires or licensees in or about the Demised
Premises; or (iv) any failure by Lessee or its agents or employees to comply
with any requirements of any governmental authority. In case of any action or
proceeding brought against Lessor by reason of any such claim, upon notice from
Lessor, Lessee covenants to defend such action or proceeding by counsel
reasonably satisfactory to Lessor.
All property kept, stored or maintained in the Demised
Premises shall be so kept, stored or maintained at the sole risk of Lessee.
Lessee agrees to pay and discharge any mechanics', materialmen's or other lien
against the Demised Premises or Lessor's interest therein claimed in respect to
any labor, services, materials, supplies or equipment furnished or alleged to
have been furnished to or upon the request of Lessee, provided that Lessee may
contest such lien claim upon furnishing to Lessor such indemnification for the
final payment and discharge thereof, together with the costs and expenses of
defending the same, as Lessor may reasonably require. Nothing contained in this
Lease shall be so construed as to in any way subject Lessor's interest in the
Demised Premises to any such lien.
19. DEFAULT: If Lessee shall fail or neglect to pay any amount of
rent when the same is due and payable, Lessee shall have a grace period of
fifteen (15) days from the date after Lessor delivers written notice to Lessee
of its failure. If Lessee shall fail or neglect to perform or observe any of the
other agreements or covenants herein contained, then Lessor shall, prior to
terminating this Lease as a result of such failure or neglect, deliver to Lessee
at the Demised Premises or at the office of the registered agent for Lessee a
written notice of such default, and Lessee shall have a period of thirty (30)
days after Lessor delivers such notice in which to cure the default (and, if
such default cannot be cured with due diligence within such thirty (30) day
period, then for
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such additional time, in no event to exceed one hundred eighty (180) days, as
may be taken to cure the default so long as Lessee has commenced the cure of
such default during the 30 day period and thereafter continuously and diligently
prosecutes such cure). In the event that Lessee shall fail to pay the rent due
within such fifteen (15) day period after written notice, or cure the default
complained about after thirty (30) days' written notice (subject to extension as
set forth in the immediately preceding sentence), Lessor may immediately
terminate this Lease and take possession of the Demised Premises (excluding all
furnishings and personal property which are fixtures owned by Lessee) in
accordance with the termination provisions of this Lease, and Lessor shall also
have the right to enforce any and all rights and remedies that Lessor may have
at law or in equity. Without limiting the foregoing general statement, Lessor
shall also have the right, with or without terminating this Lease, to seek and
obtain injunctive relief against Lessee or any other person or entity,
compelling performance in accordance with the terms of this Lease.
If Lessor shall exercise the right to terminate this Lease as
aforesaid, Lessor will not thereby be deprived of any other rights it may have
against Lessee, but shall at all times be entitled to recover from Lessee any
and all damages sustained by Lessor on account of the breach of the covenants or
agreements herein contained which Lessee is obligated to perform. In case of
termination of this Lease by Lessor, the base rent for the year of termination
shall not be apportionable but shall be payable in full by Lessee, unless Lessor
re-rents the Demised Premises on its own account, in which case, Lessor shall be
entitled to its damages under the usual rule applicable to damages where Lessor
re-rents solely for the purpose of mitigation of damages.
If Lessor fails to object to a breach at the time it occurs, Lessor
does not waive Lessor's right to object to and demand a cure of said breach or
of a similar breach at a later date.
Lessee shall be responsible for, and shall pay or reimburse Lessor for,
any and all reasonable legal fees and expenses incurred by Lessor in connection
with preserving or enforcing Lessor's rights under this Lease. However, if
litigation should arise under this Lease, then Section 29 hereof shall govern
with respect to the award of attorneys fees to the prevailing party.
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16
20. NOTICES: All notices required to be given to Lessor hereunder
shall be sent by registered or certified mail to Lessor at:
Richmond Realty Company, LLC
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxx, XX 00000
or to such other address or addresses as Lessor may direct from time to time by
written notice forwarded to Lessee by registered or certified mail.
All notices required to be given to Lessee shall be sent by registered
or certified mail to Lessee at:
Sun Bancshares, Inc.
X.X. Xxx 0000
Xxxxxxxx Xxxxx, XX 00000
ATTN: Xxxxxx Xxxxxxxxx, President
or to such other address as Lessee may direct from time to time by written
notice forwarded to Lessor by registered or certified mail.
21. LIABILITY INSURANCE: Lessee agrees to procure and maintain a
broad form policy or policies of liability insurance, at its own cost and
expense, insuring Lessee from all claims or demands for which liability
insurance is generally available subject to a minimum limit of liability for
personal injury of $3,000,000.00 for each occurrence and for property damage
liability of $1,000,000 for each occurrence, or for such lesser amounts as may
from time to time be available for commercially reasonable premiums and upon
commercially reasonable terms and conditions. Such insurance shall cover any
claim made by or on behalf of any person or persons, firm or corporation arising
from, related to, or connected with the conduct and operation of Lessee's
business on the Demised Premises. Said insurance shall be issued by an insurance
company of recognized responsibility and licensed to do business in the State of
South Carolina. Said insurance shall not be subject to cancellation except after
at least ten (10) days prior written notice to Lessor, and the policy or
policies, or duly executed certificate or certificates for the same, together
with satisfactory evidence of the payment of the premium thereon shall be
deposited with Lessor at the commencement of the term and renewals thereof not
less than thirty (30) days prior to the expiration of the term of such coverage
and shall contain, in addition to the
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matters customarily set forth in such a certificate under standard insurance
industry practices, an undertaking by the insurer to give Lessor not less than
ten (10) days written notice of any cancellation or change in scope or amount of
coverage of such policy. Said policy shall also name Lessor as a covered or
named or additional insured.
22. LESSOR'S WARRANTY: Lessor hereby warrants that it has fee
simple title to the Demised premises, subject to easements, covenants, and other
matters of record, and has the right to enter into this Lease. Lessor warrants
and represents that the Demised Premises is zoned for banking use and Lessor
shall be obligated to do anything to the Demised Premises, with respect thereto;
and Lessor shall be liable to Lessee if the latter should hereafter deem the
land to be unsuitable for such use.
Additionally, Lessor warrants and represents to its best knowledge as
follows:
(i) All necessary or applicable federal, state and local permits
concerning environmental protection have been secured by the
Lessor and are current;
(ii) The Lessor is (and has been) in full compliance with all
appropriate permits, zoning and with any other requirements
under federal, state or local law;
(iii) There are no pending legal actions against the Lessor, and the
Lessor has not received notice of any such action (or of a
possible action);
(iv) There are no past or current "releases" of "hazardous
substances" on the Demised Premises as those terms are
understood in the Superfund law;
(v) The Lessor is not aware of any condition on the Demised
Premises that could give rise to environmental liability;
(vi) Lessor does hereby indemnify and hold harmless Lessee for any
environmental actions brought against Lessee which resulted
from Lessor's action or inaction; and
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(vii) Any intentional misrepresentation of these warranties by
Lessor shall allow Lessee to terminate this Lease.
23. LESSEE'S WARRANTY: Lessee hereby warrants that it has full
power and authority to enter into this Lease, that the person executing this
Lease on its behalf has full power and authority to do so, and that all
requisite corporate resolutions have been obtained. Lessee further warrants that
its execution of this Lease will not cause a default under or conflict with the
terms of any prior agreement entered into by Lessee. Lessee further warrants
that Lessee is fully familiar with, and accepts, (i) the physical condition of
the Demised Premises; (ii) the state of title to the Demised Premises; and (iii)
any environmental, wetlands, Coastal Zone Management, zoning, or other
governmentally imposed conditions or restrictions on the use of the Demised
Premises.
24. BINDING AGREEMENT: The provisions contained herein shall be
binding upon and inure to the benefit of the parties hereto, and their
representatives, heirs, successors and permitted assigns.
25. EXPIRATION: Upon the expiration of the term of this Lease, or
any extension or extensions thereof, this Lease shall terminate, and Lessee
shall surrender possession thereof and return the Demised Premises to Lessor in
substantially the same condition as exists on the date of this Lease subject
together with such improvements as may have been placed thereon, natural wear
and tear and acts of God excepted. Upon expiration or earlier termination of
this Lease, Lessee shall, at its sole expense, take such actions as are
necessary to clean up or remove any and all environmental hazards or
contaminants that were caused by Lessee's use of the Demised Premises and
Improvements, such that the Demised Premises will be in compliance with all
applicable laws, rules and regulations relating to the environmental quality or
environmental protection. Except as provided in Item 12 above, Lessee shall not
be required to remove the Improvements, upon the termination of this Lease
(including extensions).
26. INSOLVENCY, ETC., OF LESSEE: In the event Lessee shall become
insolvent, shall have a receiver appointed, shall make an assignment for the
benefit of its creditors, or shall be voluntarily or involuntarily adjudicated a
bankrupt, this Lease shall terminate at such time as shall be specified by
Lessor in the event of insolvency without bankruptcy proceedings or on the date
of adjudication of bankruptcy,
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appointment of a receiver, or the making of any such assignment. If this
termination is deemed ineffective by any bankruptcy court or trustee, Lessor
shall be entitled to all assurances of future performance as are necessary to
assure that Lessor receives all consideration due it under the terms of this
Lease.
27. RICHMOND PLACE ROAD MAINTENANCE: At the request of Lessor,
Lessee will execute and deliver to Lessor, for the benefit of the Lessor, a
covenant and agreement to contribute to the future cost of the upkeep and
maintenance of the streets and roads within Richmond Place PUD; the sharing of
the cost of maintenance and the respective voting rights of the owners/tenants
shall be determined on a majority percentage basis as determined by the amount
of acreage of the Tenant's/Owner's premises as compared to the total acreage of
all property within Richmond Place, exclusive of roads, public easements and/or
rights-of-way, conservation easement areas and other non-buildable areas
dedicated to public and/or common use.
28. BROKERAGE: Lessor and Lessee both represent that Commercial
LandTec and Century 21, Xxxxxx & Associates are the only brokers involved in
this transaction and the Lessor shall be responsible for all commissions due and
payable, if any, to these two (2) brokers. Each party shall indemnify and hold
harmless the other from and against all liability, loss, cost and expense,
whether or not meritorious, for any claims for real estate or brokerage fees,
commission, or expenses in connection with this transaction due, or claimed by,
any other brokers not disclosed herein.
29. LESSOR AND LESSEE NOT PARTNERS: This document is strictly a
lease and in no way constitutes a partnership or joint venture agreement.
30. LITIGATION: In the event of any litigation arising out of this
Lease, whether such litigation shall involve legal or equitable issues, or both,
the prevailing party shall receive his court costs and attorneys' fees as
determined by the court rather than by a jury. In case each of the parties
prevails on some points at issue, each shall pay his own attorneys' fees and
court costs unless some other provision therefor is deemed to be equitable by
the court.
31. HOLDOVERS: In the event Lessee shall not vacate the Demised
Premises at the end of the term, Lessee shall be deemed a Lessee from
month-to-month only, with rent payable
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for each month or fraction thereof at one-sixth (1/6) the maximum amount payable
during the preceding twelve (12) month period prior to the beginning of the
holdover period. This paragraph applies only upon the normal expiration of the
term, not in the event of earlier termination as provided in this Lease.
32. ASSIGNMENT BY LESSOR: Lessor shall have the right, exercisable
at its sole option, to assign all of its right, title and interest in and to
this Lease to such individual or entity as Lessor may determine, provided that
such assignee expressly agrees to be bound by the terms of this Lease.
33. ENTRY ON PREMISES BY LESSOR: Lessor reserves the right to
enter on the Demised Premises at reasonable times and upon reasonable notice to
Lessee in order to inspect them.
34. FEDERAL DEPOSIT INSURANCE CORPORATION: Notwithstanding any
other provisions contained in this Lease, in the event (a) Lessee or its
successors or assignees shall become insolvent or bankrupt, or if it or their
interests under this Lease shall be levied upon or sold under execution or other
legal process, or (b) the depository institution then operating on the Demised
Premises is closed, or is taken over by any depository institution supervisory
authority ("Authority"), Lessor may, in either such event, terminate this Lease
only with the concurrence of any Receiver or Liquidator appointed by such
Authority; provided, that in the event this Lease is terminated by the Receiver
or Liquidator, the maximum claim of Lessor for rent, damages, or indemnity for
injury resulting from the termination, rejection, or abandonment of the
unexpired Lease shall be by law no greater than an amount equal to all accrued
and unpaid rent to the date of termination.
35. MISCELLANEOUS:
(a) Authorization to Enter into this Lease: At the time
this Lease is executed, each party hereto shall furnish to the other party a
resolution of its board of directors or members, duly authenticated by its
secretary or authorized member (with the entity's official seal affixed),
authorizing such party to enter into this Lease by the officer executing the
same.
(b) Waiver: If Lessor waives any default by Lessee or
any provision of this Lease, such waiver shall relate
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21
solely its subject matter and shall not constitute waiver of any other default
or provision.
(c) Integration: This document contains the entire
agreement of the parties with reference to its subject matter and shall not be
added to, altered, or varied by any oral evidence. No modification hereof shall
be made except by written agreement of the parties.
(d) Time of Essence: By express provisions herein, the
parties have provided for grace periods and other extensions of time. Except
with respect thereto, and upon the lapse of such special times, time is of the
essence of this Lease.
(e) Sundays and Holidays: Where any action is required to
be done on a day which is a Sunday or bank holiday in Georgetown County, it may
be done on the next succeeding day which is not a bank holiday in Georgetown
County.
(f) Damage to Land: In the event third parties cause
damage to the Demised Premises, Lessee shall have a right of action against such
parties for Lessee's damages only, Lessor hereby retaining the right to maintain
an action on its own behalf for any damage to its reversion.
(g) Paragraph Headiness and Cross-References: Paragraph
headings and cross-references are for convenience only, are not intended to be
all-inclusive, and shall not affect the interpretation of this Lease.
(h) Recordation of Memorandum of Lease: Lessor and Lessee
agree not to record this Lease, however, each shall have the right to record, at
their respective expense, a memorandum of the Lease in Georgetown County
conforming to South Carolina law. Each shall execute any such memorandum
promptly upon request.
(i) Compliance with Laws: Lessee shall, at its own
expense, comply in all material respects with all existing and future federal,
state and local laws, ordinances and regulations applicable to banks and bank
holding companies, to highway beautification, to environmental compliance, and
to any other laws, ordinances and regulations, and shall, at its expense
construct and maintain any and all buildings, structures, or other facilities
necessary for such compliance.
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(j) Governing Law: This Lease and any dispute or matter
arising hereunder shall be governed by, construed and enforced in accordance
with the laws of South Carolina.
(k) Certificates of Lessor and Lessee: Either party
shall, at any time and from time to time, upon not less than twenty (20) days'
prior notice from the other party, execute, acknowledge and deliver to the other
party a statement in writing certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications), and the dates to
which the rent and other charges have been paid in advance, and stating whether
or not to the best knowledge of the signer of such statement the other party is
in default in keeping, observing or performing any covenants or agreement
contained in this Lease and, if there be a default, specifying each such
default, it being intended that any such statement delivered pursuant to this
section may be relied upon by the other party or any purchaser, Sublessee or
mortgagee of its estate, but reliance on such statement may not extend to any
default as to which the signer shall have had no actual knowledge, after due
inquiry.
IN WITNESS WHEREOF, the parties hereto have each caused these presents
to be executed in their behalves by their respective Presidents, Vice Presidents
or Authorized Member(s), attested by their respective Secretaries or Assistant
Secretaries, and their respective entity seals to be hereunto affixed, as of the
day and year first above written.
IN THE PRESENCE OF: LESSOR:
Richmond Realty Company, LLC, a
South Carolina limited
liability company
/s/ By: /s/ Xxxxxxx X. Xxxxxx
------------------------------ ---------------------------------------
/s/ Its Authorized Member
------------------------------
/s/ /s/ X.X. Xxxxxx, Xx.
------------------------------ ------------------------------
X.X. Xxxxxx, Xx. as Trustee
u/d of May Allston Xxxxx, dated
/s/ December 29, 1972
------------------------------
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LESSEE:
Sun Bancshares, Inc., a South
Carolina corporation
/s/ By: /s/ Xxxxxx Xxxxxxxxx
------------------------------ -------------------------------------
Its President
/s/ Attest: /s/ Xxxxxxx X. Xxxxx
------------------------------ ---------------------------------
Secretary
[SEAL]
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX. ss.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that ___________________________________, as Authorized Member of
Richmond Realty Company, LLC personally appeared before me this day and
acknowledged the due execution of the foregoing instrument, as the act and deed
of said limited liability company.
Witness my hand and official seal this 28th day of April, 2000.
/s/ (L.S.)
------------------------------
Notary Public in and for S.C.
My Commission Expires: 11-04-2008
----------
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24
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX. ss.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that X.X. Xxxxxx, Xx. as Trustee u/d of May Allston Xxxxx, personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument, as the act and deed of said Trustee.
Witness my hand and official seal this 28th day of April,
2000.
/s/
-----------------------------(L.S.)
Notary Public in and for S.C.
My Commission Expires: 00-00-0000
XXXXX XX XXXXX XXXXXXXX )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX. ss.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that Xxxxxx Xxxxxxxxx, as President of Sun Bancshares, Inc. personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument, as the act and deed of said corporation. limited liability company.
Witness my hand and official seal this 28th day of April, 2000.
/s/
-----------------------------(L.S.)
Notary Public in and for S.C.
My Commission Expires: 11-04-2008
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EXHIBIT "A"
DESCRIPTION OF PROPERTY
(DEMISED PREMISES)
All that certain lot of land located in Tax District #5 of the
County of Georgetown, State of South Carolina containing 1.10 acres and
more fully shown and delineated on a map entitled "LOT SURVEY OF 1.10
ACRES, PHASE 111-A RICHMOND PLACE, LOCATED IN GEORGETOWN COUNTY, SOUTH
CAROLINA", prepared by ETS-Engineering and Technical Services, Inc.,
dated November 9, 1999 and recorded in the RMC Office for Georgetown
County in Plat Book _______ at Page _______; the courses and distances,
metes and bounds of which are incorporated herein by reference.
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26
MEMORANDUM OF GROUND LEASE AGREEMENT
THIS MEMORANDUM OF LEASE AGREEMENT, (this "Memorandum"), made and
entered into this 28th day of April, 2000, by and between Richmond Realty
Company, LLC, a South Carolina limited liability company and X. X. Xxxxxx, Xx.,
as Trustee u/d of May Allston Xxxxx, dated December 29, 1972, recorded in
Georgetown County, SC in Deed Book 109 at Page 743, hereinafter referred to as
"Lessor", and Sun Bancshares, Inc., a South Carolina Corporation, hereinafter
referred to as "Lessee".
WITNESSETH:
WHEREAS, Lessor and Lessee have entered into a certain Lease Agreement
of even date herewith (the "Lease") whereby Lessor did lease to Lessee, and
Lessee did lease from Lessor, that certain parcel of real property, which real
property is more particularly described in Exhibit "A", attached hereto
(hereinafter referred to as "Demised Premises"); and
WHEREAS, Lessor and Lessee desire to enter into and record this
Memorandum in order that third parties may have notice of the Lease and of
Lessee's interest and rights under the Lease.
NOW, THEREFORE, Lessor, in consideration of the rents and covenants
provided for in the Lease to be paid and performed by Lessee, does hereby lease
unto Lessee, and Lessee does hereby lease from Lessor, the Demised Premises in
accordance with the terms and conditions of the Lease.
Specific reference is hereby made to the following provisions of the
Lease:
1. Pursuant to Section 2 of the Lease, Lessee shall have and hold
the Demised Premises for a term consisting of thirty (30) years commencing May
1, 2000 and Lessee shall also have the option to extend the term for four (4)
additional periods of five (5) years for each period, all as more particularly
described in the Lease.
2. All terms, conditions, provisions and covenants of the Lease
are incorporated in this Memorandum by reference as though fully set forth
herein, and the Lease and this Memorandum shall be deemed to constitute a single
instrument or document. This Memorandum has been entered into by Lessor and
Lessee for purposes of recordation in the appropriate real
1
27
estate records in Georgetown County, State of South Carolina, and to provide
notice to third parties of the Lease; and nothing contained herein shall be
deemed or construed to amend, modify, change, alter, amplify, interpret, or
supersede any of the terms and provisions of the Lease. In the event of a
conflict between the terms of the Lease and the terms of this Memorandum, the
terms of the Lease shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
under seal as of the date first above written.
As to Lessor, signed, LESSOR:
delivered in the presence
of: Richmond Realty Company, LLC, a
South Carolina limited
liability company
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------------- -------------------------------
Its Authorized Member
-------------------------------
/s/ Xxxxxx X. Xxxxxxx /s/ X.X. Xxxxxx, xx.
------------------------------- ------------------------------
X.X. Xxxxxx, Xx. as Trustee
u/d of May Allston Xxxxx, dated
/s/ December 29, 0000
-------------------------------
XXXXX XX XXXXX XXXXXXXX )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX.sS.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that Xxxxxxx X. Xxxxxx, as Authorized Member of Richmond Realty Company,
LLC personally appeared before me this day and acknowledged the due execution of
the foregoing instrument, as the act and deed of said limited liability company.
Witness my hand and official seal this 28th day of April, 2000.
/s/ (L.S.)
-----------------------------
2
28
Notary Public in and for S.C.
My Commission Expires: 11-04-2008
----------
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX.sS.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that X.X. Xxxxxx, Xx. as Trustee u/d of May Allston Xxxxx, personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument, as the act and deed of said Trustee.
Witness my hand and official seal this 28th day of April, 2000.
/s/ (L.S.)
-----------------------------
Notary Public in and for S.C.
My Commission Expires: 11-04-2008
----------
3
29
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
under seal as of the date first above written.
As to Lessee, signed, sealed LESSEE:
and delivered in the
presence of: Sun Bancshares, Inc., a South
Carolina corporation
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------- ----------------------------------
Its President
/s/ Attest: /s/
-------------------------------- ------------------------------
Secretary
[SEAL]
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX.sS.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that Xxxxxx Xxxxxxxxx, as President of Sun 0Bancshares, Inc. personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument, as the act and deed of said corporation. limited liability company.
Witness my hand and official seal this 28th day of April, 2000.
/s/ (L.S.)
------------------------------
Notary Public in and for S.C.
My Commission Expires: 11-04-2008
-----------------
4
30
MEMORANDUM OF GROUND LEASE AGREEMENT
THIS MEMORANDUM OF LEASE AGREEMENT, (this "Memorandum"), made and
entered into this 28th day of April, 2000, by and between Richmond Realty
Company, LLC, a South Carolina limited liability company and X. X. Xxxxxx, Xx.,
as Trustee u/d of May Allston Xxxxx, dated December 29, 1972, recorded in
Georgetown County, SC in Deed Book 109 at Page 743, hereinafter referred to as
"Lessor", and Sun Bancshares, Inc., a South Carolina Corporation, hereinafter
referred to as "Lessee".
WITNESSETH:
WHEREAS, Lessor and Lessee have entered into a certain Lease Agreement
of even date herewith (the "Lease") whereby Lessor did lease to Lessee, and
Lessee did lease from Lessor, that certain parcel of real property, which real
property is more particularly described in Exhibit "A", attached hereto
(hereinafter referred to as "Demised Premises"); and
WHEREAS, Lessor and Lessee desire to enter into and record this
Memorandum in order that third parties may have notice of the Lease and of
Lessee's interest and rights under the Lease.
NOW, THEREFORE, Lessor, in consideration of the rents and covenants
provided for in the Lease to be paid and performed by Lessee, does hereby lease
unto Lessee, and Lessee does hereby lease from Lessor, the Demised Premises in
accordance with the terms and conditions of the Lease.
Specific reference is hereby made to the following provisions of the
Lease:
1. Pursuant to Section 2 of the Lease, Lessee shall have and hold
the Demised Premises for a term consisting of thirty (30) years commencing May
1, 2000 and Lessee shall also have the option to extend the term for four (4)
additional periods of five (5) years for each period, all as more particularly
described in the Lease.
2. All terms, conditions, provisions and covenants of the Lease
are incorporated in this Memorandum by reference as though fully set forth
herein, and the Lease and this Memorandum shall be deemed to constitute a single
instrument or document. This Memorandum has been entered into by Lessor and
Lessee for purposes of recordation in the appropriate real
1
31
estate records in Georgetown County, State of South Carolina, and to provide
notice to third parties of the Lease; and nothing contained herein shall be
deemed or construed to amend, modify, change, alter, amplify, interpret, or
supersede any of the terms and provisions of the Lease. In the event of a
conflict between the terms of the Lease and the terms of this Memorandum, the
terms of the Lease shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
under seal as of the date first above written.
As to Lessor, signed, LESSOR:
delivered in the presence
of: Richmond Realty Company, LLC, a
South Carolina limited
liability company
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------------- -------------------------------
Its Authorized Member
-------------------------------
/s/ Xxxxxx X. Xxxxxxx /s/ X.X. Xxxxxx, Xx.
------------------------------- ------------------------------
X.X. Xxxxxx, Xx. as Trustee
u/d of May Allston Xxxxx, dated
/s/ December 29, 0000
-------------------------------
XXXXX XX XXXXX XXXXXXXX )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX.sS.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that Xxxxxxx X. Xxxxxx, as Authorized Member of Richmond Realty Company,
LLC personally appeared before me this day and acknowledged the due execution of
the foregoing instrument, as the act and deed of said limited liability company.
Witness my hand and official seal this 28th day of April, 2000.
/s/ (L.S.)
-----------------------------
2
32
Notary Public in and for S.C.
My Commission Expires: 11-04-2008
-----------------
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX.sS.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that X.X. Xxxxxx, Xx. as Trustee u/d of May Allston Xxxxx, personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument, as the act and deed of said Trustee.
Witness my hand and official seal this 28th day of April, 2000.
/s/ (L.S.)
-----------------------------
Notary Public in and for S.C.
My Commission Expires: 11-04-2008
-----------------
3
33
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
under seal as of the date first above written.
As to Lessee, signed, sealed LESSEE:
and delivered in the
presence of: Sun Bancshares, Inc., a South
Carolina corporation
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------- ----------------------------------
Its President
/s/ Attest: /s/
-------------------------------- ------------------------------
Secretary
[SEAL]
STATE OF SOUTH CAROLINA )
) ACKNOWLEDGEMENT
COUNTY OF HORRY ) (S.C. CODE XXX.sS.30-5-30(B)(C))
I, the undersigned, a Notary Public for South Carolina, do hereby
certify that Xxxxxx Xxxxxxxxx, as President of Sun 0Bancshares, Inc. personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument, as the act and deed of said corporation. limited liability company.
Witness my hand and official seal this 28th day of April, 2000.
/s/ (L.S.)
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Notary Public in and for S.C.
My Commission Expires: 11-04-2008
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34
EXHIBIT "A"
DESCRIPTION OF PROPERTY
(DEMISED PREMISES)
All that certain lot of land located in Tax District #5 of the
County of Georgetown, State of South Carolina containing 1.10 acres and
more fully shown and delineated on a map entitled "LOT SURVEY OF 1.10
ACRES, PHASE 111-A RICHMOND PLACE, LOCATED IN GEORGETOWN COUNTY, SOUTH
CAROLINA", prepared by ETS-Engineering and Technical Services, Inc.,
dated November 9, 1999 and recorded in the RMC Office for Georgetown
County in Plat Slide 357 at Page 1; the courses and distances, metes
and bounds of which are incorporated herein by reference.
5
