exv10w5






SECOND AMENDMENT TO LEASE AGREEMENT




     THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made and entered into as
of August _, 2009, but made effective as of August 1, 2009, by and between ATLANTA LAKESIDE REAL
ESTATE, L.P., a Georgia Limited Partnership (“Landlord”) and MEDQUIST TRANSCRIPTIONS, LTD. (as
successor to Lanier Healthcare, L.L.C.), a New Jersey corporation (“Tenant”).



WITNESSETH:




     WHEREAS, Landlord and Lanier Healthcare, L.L.C. entered into that certain Lease Agreement
dated September 6, 2002 (the “Lease”), for premises consisting of approximately 38,113 square feet
of space (the “Premises”) located at 5430 Metric Place, Suite 200, Norcross, Georgia 30092;



     WHEREAS, Lanier Healthcare, L.L.C. was acquired by Tenant on July 1, 2002; on December 6, 2005
Lanier Healthcare, L.L.C. changed its name to MedQuist Healthcare, L.L.C.; and on December 30, 2005
MedQuist Healthcare, L.L.C. merged with and into Tenant so that Tenant ultimately succeeded Lanier
Healthcare, L.L.C. as Tenant under the Lease;



     WHEREAS, Landlord and Tenant entered into that First Amendment to Lease Agreement dated March
1, 2009 to extend the term of the Lease (the “First Amendment”); and



     WHEREAS, Landlord and Tenant desire to enter into this Second Amendment for the purpose of
increasing the size of the Premises and to clarify certain other matters.



     NOW THEREFORE, for and in consideration of the premises hereto, the keeping and performance of
the covenants and agreements hereinafter contained, and for Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:



     1. Recitals/Defined Terms. The above recitals are true and correct and are hereby
incorporated into this Second Amendment as if set forth herein at length. All terms used herein
and denoted by their initial capitalization shall have the meanings set forth in the Lease unless
set forth herein to the contrary.



     2. Increase in Size of the Premises. Effective August 1, 2009 and for the remaining
term of the Lease, the Premises shall increase by 1,997 RSF (the “Expansion Premises”) up to a
total of 21,468 RSF as shown on the floor plan attached as Exhibit A. Effective August 1, 2009
Tenant’s Percentage Share for the Premises shall be 37.01%. Notwithstanding Paragraph 3 of the
First Amendment, Landlord will not demise the 3,994 RSF of vacated space which was a portion of the
space vacated in the First Amendment (the “Vacated Space”), as shown on Exhibit A. Landlord and
Tenant agree that Tenant shall lease the Expansion Premises in its “as is” condition as of August
1, 2009, as shown on Exhibit A. Tenant agrees to use only the Expansion Premises, being 1,997 RSF
of the undemised Vacated Space. Landlord may offer the remaining 1,997 RSF of Vacated Space for
lease. If Landlord receives a bonafide offer for such space Landlord shall notify Tenant in
writing of such offer and Tenant shall have 10 business days after receipt of the notice to add the
1,997 RSF to its current Lease and to extend the term of the Lease for the entire Premises so that
five full years remain on the term of the Lease from the date of adding the 1,997 RSF to the Lease.
Such additional 1,997 RSF shall be leased at the then existing rates with rates beyond 7/31/2014
being escalated at 3% per annum. All other terms and conditions of the Lease shall apply to the
additional 1,997 RSF. If Tenant declines to add the 1,997 RSF to the Lease under such terms,
Landlord may lease the space and construct a demising wall at its sole cost and expense. If
Landlord constructs such demising wall, Landlord shall use its best efforts to not unreasonably
interfere with the conduct of Tenant’s business operations. However, in the event Landlord fails to
enter into a lease with the subject prospective tenant, then Tenant shall have an ongoing right of
first refusal (on the terms set forth above) with respect to any subsequent prospective tenant for
the remaining 1,997 RSF of Vacated Space.



     3. Base Rental. Effective August 1, 2009 the Base Rental for the 21,468 RSF shall be
as follows:



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Base	 	Base	 	Base
	Term	 	Rental PSF	 	Rental Amount	 	Rental Monthly
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8/1/09 — 2/28/10

	 	$	12.00	 	 	$	257,616.00	 	 	$	21,468.00	 
	3/1/10 — 2/28/11

	 	$	12.36	 	 	$	265,344.48	 	 	$	22,112.04	 
	3/1/11 — 2/28/12

	 	$	12.73	 	 	$	273,287.64	 	 	$	22,773.97	 
	3/1/12 — 2/28/13

	 	$	13.11	 	 	$	281,445.48	 	 	$	23,453.79	 
	3/1/13 — 2/28/14

	 	$	13.50	 	 	$	289,818.00	 	 	$	24,151.50	 
	3/1/14 — 7/31/14

	 	$	13.91	 	 	$	298,619.88	 	 	$	24,884.99	 






     4. Parking. Effective as of August 1, 2009, Landlord shall provide Tenant 97 parking
spaces free and unassigned.



     5. Binding Effect. This Second Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia, and shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors, representatives and assigns,
but always subject, in the case of Tenant, to the limitations on assignment and sublease set forth
in the Lease. In the event of any inconsistency or conflict between the terms of this Second
Amendment and of the Lease, the terms hereof shall control. Time is of the essence of all of the
terms of this Second Amendment.



     6. Continued Validity. Except as hereinabove provided, all other terms and conditions
of the Lease shall remain unchanged and in full force and effect, and are hereby ratified and
confirmed by Landlord and Tenant.



     7. Modifications. This Second Amendment may not be changed, modified, discharged or
terminated orally in any manner other than by an agreement in writing signed by Landlord and Tenant
or their respective heirs, representatives, successors and permitted assigns.



     8. Authority. The person executing this Second Amendment on behalf of Tenant does
hereby personally represent and warrant that Tenant is a validly existing corporation and is fully
authorized and qualified to do business in the State of Georgia, that the corporation has full
right and authority to enter into this Second Amendment, and that the undersigned, who is signing
on behalf of the corporation, is a duly authorized officer of the corporation and is authorized to
sign on behalf of the corporation. The person executing this Second Amendment on behalf of Landlord
does hereby personally represent and warrant that Landlord is a validly existing limited
partnership and is fully authorized and qualified to do business in the State of Georgia, that the
limited partnership has full right and authority to enter into this Second Amendment, and that the
undersigned, who is signing on behalf of the limited partnership, is a duly authorized officer of
the limited partnership and is authorized to sign on behalf of the limited partnership.



     9. Broker. Landlord and Tenant represent and warrant to the other that Resource Real
Estate Partners, L.L.C. represents the Landlord in connection with this transaction and CB Richard
Ellis represents the Tenant (collectively, the “Brokers”). Tenant and Landlord warrant that they
have had no dealings with any broker or agent in connection with the negotiations or execution of
this Second Amendment other than the Brokers, and Landlord and Tenant agree to indemnify the other
against all costs, expenses, reasonable attorney’s fees, or other liability for commissions or
other compensation or charges resulting from a breach of such representations. The parties
acknowledge and agree that the Brokers shall be paid a fee by Landlord pursuant to a separate
agreement and upon full execution of this Second Amendment.



 









 





     IN WITNESS WHEREOF, the parties have set their hands and affixed theirs seals to this Second
Amendment to be effective as of the day and year first above written.



	 	 	 	 	 
	 	LANDLORD:




ATLANTA LAKESIDE REAL ESTATE, L.P.,

a Georgia Limited Partnership

 	 
	 	By:  	/s/ Alxander Logan
 	 
	 	 	Alexander Logan, Authorized Agent 	 
	 
	 	TENANT:



MEDQUIST TRANSCRIPTIONS, LTD., a New Jersey corporation

 	 
	 	By:  	/s/ Dominick Golio
 	 
	 	 	Name:  	Dominick Golio 	 
	 	 	Title:  	Chief Financial Officer