EXHIBIT 10.14
BURTON HILLS III
SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to Lease Agreement is, entered into as of the
31st day of January, 2003, by Burton Hills III Partnership, a Tennessee general
partnership and successor by merger to Burton Hills III, LLC (hereinafter called
"Landlord") and AmSurg Corporation, Inc., a Tennessee corporation (hereinafter
called "Tenant").
WITNESSETH:
WHEREAS, the parties hereto did, on the 24th day of February 1999,
enter into a Lease Agreement whereby Landlord leased to Tenant a certain portion
of space in Burton Hills III Office Building in Nashville, Tennessee
(hereinafter called the "Original Lease"),
WHEREAS, the parties hereto did, on the 27th day of June 2001, enter
into a First Amendment to Lease Agreement whereby Landlord leased to Tenant an
additional portion of space in. Burton Hills III Office Building in Nashville,
Tennessee (the "First Amendment"; the Original Lease and the First Amendment
being hereinafter collectively referred to as the "Lease").
WHEREAS, it is the desire of Landlord and Tenant to again amend the
Lease in order to expand further the square footage of the Leased Premises by an
additional 5,447 rentable square feet on the 4th floor of the Building, as
designated on Exhibit A attached hereto (the "Additional Expansion Space"),
thereby increasing the total rentable square footage within the Leased Premises
from 29,726 rentable square feet to a total of 35,173 rentable square feet.
NOW, THEREFORE, for and in consideration of the promises and covenants
contained herein, the monetary considerations referred to and other good and
sufficient consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
1. Revisions to Basic Lease Provisions. The following Basic Lease
Provisions set forth in Section 1.02 of the Lease are amended as
follows:
(a) Basic lease provisions "B" (Section 1.02.B.) is amended to
provide that the "Rentable Area of Leased Premises" shall be
35,173 square feet;
(b) Basic lease provision "C" (Section 1.02.C.) is amended so that
the "Building Expense Percentage" as set forth in the Lease
shall be 33.3%;
(c) Basic lease provision "D" (Section 1.02.D.), which sets forth
the "Minimum Annual Rent" shall remain unchanged, however, for
informational purposes, the parties acknowledge that upon the
Additional Expansion Space Commencement Date (as defined
below), the annual and monthly rental payments for the entire
Leased Premises, as amended pursuant to this Amendment,
commencing as of July 1, 2003 (subject to the provisions of
paragraph 2 hereof) shall be as follows:
July, 1 2003 to June 30, 2004: $23.50/RSF/ $826,565.50 per year/ $68,880.46 per month;
July, 1 2004 to June 30, 2005: $24.00/RSF/ $844,152.00 per year/ $70,346.00 per month,
July, 1 2005 to June 30, 2006: $24.50/RSF/ $861,738.50 per year/ $71,811.54 per month;
July, 1 2006 to June 30, 2007: $25.00/RSF/ $879,325.00 per year/ $73,277.08 per month;
July, 1 2007 to June 30, 2008: $25.00/RSF/ $879,325.00 per year/ $73,277.08 per month;
July, 1 2008 to June 30, 2009: $25.00/RSF/ $879,325.00 per year/ $73,277.08 per month;
2. Confirmation of Term of Lease; Confirmation of Commencement Date for
Payment of Rent for Additional Expansion Space; Confirmation of
Tenant Improvement Allowance for Additional Expansion Space. The
parties acknowledge that the term of the Lease, as amended hereby,
shall continue through and including June 30, 2009, and the Leased
Premises, including the Additional Expansion Space, shall be subject
to all of the terms, provisions and agreements contained in the Lease,
including, without limitation, the Options. Notwithstanding any
provision herein, the commencement of payment of Minimum Annual Rent
with respect to the Additional Expansion Space shall not occur until
the later of (i) July 1, 2003 or (ii) completion of Tenant
improvements in the Additional Expansion Space as outlined in Exhibit
B entitled "Landlord's Work with respect to the Additional Expansion
Space" (the "Additional Expansion Space Commencement Date"). Landlord
shall provide to Tenant the Tenant Improvement Allowance for
Additional Expansion Space of $8.00 per rentable square foot as set
forth in Section 2.08 of the Lease. The improvements to the Additional
Expansion Space and the work to be performed are as set forth in
Exhibit B attached hereto and incorporated herein by this reference.
To the extent that the Tenant Improvement Allowance exceeds the cost
of the work required by Tenant as set forth in Exhibit B, any excess
funds shall be disbursed to the Tenant upon completion of the
Landlord's Work with respect to the Additional Expansion Space, with
such excess funds being delivered to the Tenant for Tenant's use in
connection with other present or future improvements (including
without limitation, the fixturing, cabling, networking or equipping
thereof) to the Leased Premises. In the event that the Work described
in Exhibit B exceeds the Tenant Improvement Allowance for the
Additional Expansion Space, the Tenant shall pay to Landlord such
excess cost within ten days after Landlord notifies Tenant and
delivers to Tenant evidence of the actual cost of the aforesaid work.
It is expressly agreed and acknowledged that any contractor engaged to
perform the Work as described in Exhibit B hereto shall be mutually
acceptable to both Landlord and Tenant.
3. Force and Effect. Except as amended hereby, the Lease remains in full
force and effect. The Additional Expansion Space shall become, upon
execution of this Amendment, a part of the Leased Premises, subject to
the terms and provisions of this Amendment.
4. Authority. Landlord and Tenant affirm and covenant that each has the
authority to enter into this Amendment, to abide by the terms hereof,
and that the signatories hereto are authorized representatives of
their respective entities empowered by their respective corporation to
execute this Amendment.
5. Provisions of Amendment Control. To the extent the provisions of this
Amendment are inconsistent with the Lease, the terms of this Amendment
shall control.
6. Successors and Assigns. The conditions, covenants, and agreements
contained herein shall be binding upon the parties hereto and their
respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
TENANT:
AMSURG CORPORATION
BY: /s/ Ken P. McDonald
----------------------------
TITLE: President & CEO
LANDLORD:
BURTON HILLS III PARTNERSHIP
BY: /s/ Dale A. Holmer
----------------------------
Dale A. Holmer, Managing Partner
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EXHIBIT A
DEPICTION OF ADDITIONAL EXPANSION SPACE
[MAP]
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EXHIBIT B
IMPROVEMENTS TO ADDITIONAL EXPANSION SPACE
The improvements to the Additional Expansion Space shall be the work as shown on
the plans to be prepared by Gresham and Smith Partners, as approved by Landlord
and Tenant, Once approved, said plans shall be incorporated herein by this
reference.
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