EXHIBIT 10.16
BURTON HILLS III
FOURTH AMENDMENT TO LEASE AGREEMENT
This Fourth Amendment to Lease Agreement is, entered into as of the
31st day of October 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, 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").
WHEREAS, the parties hereto did, on the 31st day of January 2003, enter
into a Second Amendment to Lease Agreement whereby Landlord leased to Tenant an
additional portion of space in Burton Hills III Office Building in Nashville,
Tennessee (the "Second Amendment").
WHEREAS, the parties hereto did, on the 1st day of September 2003,
enter into a Third Amendment to Lease Agreement whereby Landlord leased to
Tenant an additional portion of space in Burton Hills III Office Building in
Nashville, Tennessee (the "Third Amendment"; the Original Lease, the First, the
Second Amendment and the Third 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 (i) expand further the square footage of the Leased Premises
by an additional 7,589 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 36,533 rentable square feet to a total of 44,122 rentable square feet, and
(ii) extend the Term of the Lease from ten (10) years to fifteen (15) years.
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. Effective January 1, 2004, the
following Basic Lease Provisions set forth in Section 1.02 of the Lease
shall be 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 44,122 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 41.28%;
(c) Basic lease provision "D" (Section 1.02.D.), which
sets forth the "Minimum Annual Rent" shall be and
hereby is amended to read as follows:
Year l: $21.50/RSF Year 9: $25.00/RSF
Year 2: $22.00/RSF Year 10: $25.00/RSF
Year 3: $22.50/RSF Year 11: $25.00/RSF
Year 4: $23.00/RSF Year 12: $25.50/RSF
Year 5: $23.50/RSF Year 13: $26.00/RSF
Year 6: $24.00/RSF Year 14: $26.50/RSF
Year 7: $24.50/RSF Year 15: $27.00/RSF
Year 8: $25.00/RSF
The parties acknowledge that, effective January 1, 2004, the annual and monthly
rental payments for the entire Leased Premises, as amended pursuant to this
Amendment, shall be as follows:
PERIOD RATE MIN. ANNUAL RENT MONTHLY RENT
- ------------------------------ ---------- ---------------------- ----------------------
Jan. 1, 2004 to June 30, 2004: $23.50/RSF $518,433.50 per period $86,405.58 per month;*
July 1, 2004 to June 30, 2005: $24.00/RSF $1,058,928.00 per year $88,244.00 per month;*
July 1, 2005 to June 30, 2006: $24.50/RSF $1,080,989.00 per year $90,082.42 per month;*
July 1, 2006 to June 30, 2007: $25.00/RSF $1,103,050.00 per year $91,920.83 per month;
July 1, 2007 to June 30, 2008: $25.00/RSF $1,103,050.00 per year $91,920.83 per month:
July 1, 2008 to June 30, 2009: $25.00/RSF $1,103,050.00 per year $91,920.83 per month;
July 1, 2009 to June 30, 2010: $25.00/RSF $1,103,050.00 per year $91,920.83 per month;
July 1, 2010 to June 30, 2011: $25.50/RSF $1,125,111.00 per year $93,759.25 per month;
July 1, 2011 to June 30, 2012: $26.00/RSF $1,147,172.00 per year $95,597.67 per month;
July 1, 2012 to June 30, 2013: $26.50/RSF $1,169,233.00 per year $97,436.08 per month;
July 1, 2013 to June 30, 2014: $27.00/RSF $1,191,294.00 per year $99,274.50 per month.
*Due to rent credits granted by Landlord to Tenant of $74,941.38 during the
period of January 1, 2004 to June 30, 2004, $153,677.25 during the period of
July 1, 2004 to June 30, 2005, and $157,471.75 during the period from July 1,
2005 to June 30, 2006, the actual net amount of Minimum Annual Rent and Monthly
Rent due and payable for such periods shall be as follows:
PERIOD NET MIN. ANNUAL RENT NET MONTHLY RENT
- ------------------------------ -------------------------------- --------------------
Jan. 1, 2004 to June 30, 2004: $443,494.12 per six-month period $73,915.35 per month
July 1, 2004 to June 30, 2005: $905,250.75 per year $75,437.36 per month
July 1, 2005 to June 30, 2006: $923,517.25 per year $76,959.77 per month
(d) Basic lease provision "F" (Section 1.02.F.), which sets forth
the "Term" shall be and hereby is amended to read as follows:
"F. Term: Fifteen (15) years and zero months commencing
July 1, 1999 and ending on June 30, 2014."
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2. Confirmation that This Extension of the Term Does Not Constitute
Exercise of First Option to Extend; Confirmation of Commencement Date
for Payment of Rent for Additional Expansion Space; Confirmation of
Tenant Improvement Allowance for Additional Expansion Space; and
Confirmation of Landlord's Obligation to Pay Refurbishment Allowance.
The parties acknowledge that the Additional Expansion Space shall be
subject to all of the terms, provisions and agreements contained in
the Lease, including, without limitation, the Options. The parties
also acknowledge that the extension of the Tem of the Lease
effectuated by this Amendment does not constitute the exercise of the
first of the two options to extend referenced in Section 1.02.L of the
Lease and provided for in Section 2.07 of the Lease. Notwithstanding
any provision herein to the contrary, the commencement of payment of
Minimum Annual Rent with respect to the Additional Expansion Space
shall occur effective January 1, 2004 (the "Additional Expansion Space
Commencement Date"), whether or not Tenant improvements in the
Additional Expansion Space as outlined in Exhibit B entitled
"Landlord's Work with respect to the Additional Expansion Space" have
been completed. Landlord shall provide to Tenant the Tenant
Improvement Allowance for Additional Expansion Space of $8.00 per
rentable square foot (totaling $60,712.00), 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. On July 1, 2009, the commencement of the eleventh
Lease Year and the first Lease Year of the extended Term effectuated
by this Amendment, or at anytime thereafter during such extended Term,
upon Tenant's written request submitted to Landlord, Landlord shall be
obligated to repaint, re-wallpaper, re-stain doors, and re-carpet the
Leased Premises as required by the Tenant at Landlord's expense up to
a maximum aggregate expense of $8.00/RSF (a maximum of $352,976.00)
(hereinafter referred to as the "Refurbishment Allowance"). This
Refurbishment Allowance shall be in lieu of the Landlord's obligation
to refurbish the Leased Premises "upon commencement of the first
exercised extension," as provided for in Section 2.07 of the Lease.
3. Expense Stop Reset. Effective January 1, 2004, the Landlord's Share of
Operating Expenses shall be revised from $7.00 per square foot of
Rentable Area of the Leased Premises, as presently provided for in
Section 3.02.A.4. of the Lease, to an amount equal to the greater of
either (i) $7.79 per square foot of Rentable Area of the Leased
Premises, or (ii) the actual Operating Expenses incurred by Landlord
with respect to the Building during the calendar year 2003, expressed
as an amount per square foot of Rentable Area of the Leased Premises.
4. Force and Effect. Except as amended hereby, the Lease remains in full
force and effect.
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5. 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.
6. Provisions of Amendment Control. To the extent the provisions of this
Amendment are inconsistent with the Lease, the terms of this Amendment
shall control.
7. Successors and Assigns. The conditions, covenants, and agreements
contained herein shall be binding upon the parties hereto and their
respective successors and assigns.
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 OF 4TH FLOOR BURTON HILLS III]
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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