Exhibit 10.2


 


FOURTEENTH
AMENDMENT TO SUBLEASE AGREEMENT


 


This Fourteenth Amendment to Sublease
Agreement (“Fourteenth Amendment”) is made as of the 1st day of March,
2009, between Verizon Realty Corp., a Delaware corporation (“Landlord”),
and Idearc Media LLC, a Delaware limited liability company (“Tenant”).


 


RECITALS


 


WHEREAS, Landlord and Tenant entered into
that certain Sublease Agreement dated January 1, 2007 (the “Lease,”
as amended) for property located in the Dallas-Fort Worth Regional Airport,
Tarrant County, Texas, as more particularly described in the Lease (the “Property”);


 


WHEREAS, the Lease was amended by that
certain First Amendment to Sublease Agreement between the parties dated as of May 28,
2008; that certain Second Amendment to Sublease Agreement between the parties
dated as of June 13, 2008; that certain Third Amendment to Sublease
Agreement between the parties dated as of June 17, 2008; that certain
Fourth Amendment to Sublease Agreement between the parties dated as of September 10,
2008; that certain Fifth Amendment to Sublease Agreement between the parties
dated as of September 30, 2008; that certain Sixth Amendment to Sublease
Agreement between the parties dated as of October 14, 2008; that certain
Seventh Amendment to Sublease Agreement between the parties dated as of October 28,
2008; that certain Eighth Amendment to Sublease Agreement between the parties
dated as of November 5, 2008; that certain Ninth Amendment to Sublease
Agreement between the parties dated as of November 12, 2008; that certain
Tenth Amendment to Sublease Agreement between the parties dated as of  November 19, 2008; that certain Eleventh
Amendment to Sublease Agreement between the parties dated as of  December 4, 2008; that certain Twelfth
Amendment to Sublease Agreement between the parties dated as of  January 5, 2009; and that certain
Thirteenth Amendment to Sublease Agreement between the parties dated as of February 4,
2009.


 


WHEREAS, Landlord and Tenant desire to amend
the terms of the Lease as hereinafter set forth.


 


NOW THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
hereby amend the Lease as follows:


 


AMENDMENT


 


1.             Section 1.1(d) of the Lease is hereby
deleted in its entirety, and the right of termination provided for therein
shall no longer be of any force or effect.


 


2.             Section 1.2 of the Lease is hereby deleted
in its entirety, and the following is substituted in lieu thereof:


 

















 


Section 1.2             Term.  Tenant shall enjoy the tenancy of the
Property for a term (the “Term”)
commencing on January 1, 2007 (the “Commencement Date”),
and ending on December 31, 2018 (the “Expiration Date”).


 


3.             Section 3.1 of the Lease is hereby deleted
in its entirety, and the following is substituted in lieu thereof:


 


Section 3.1             Rent.


 


(a)           Tenant agrees to pay to Landlord, in
lawful money of the United States, at the address specified above or such other
place as Landlord shall designate by notice to Tenant, during the aforesaid
term, a fixed rent (the “Base Rent”)
provided for in this Section 3.1 during the Term.


 


(b)           Tenant shall pay Base Rent at an annual amount of
$4,188,240.00 ($349,020.00 per month) for the first 24 months of the Term.  Commencing on the 25th month of the Term, and for each 12 month
period thereafter (for example months 25-36, 37-48), Base Rent shall be
increased in accordance with the following schedule:


 


	
  Month of the

  Term

  	
   

  	
  Annual Base Rent

  (12-month period)

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
  2-24

  	
   

  	
  $

  	
  4,188,240.00

  	
   

  	
  $

  	
  349,020.00

  	
   

  
	
  25-26

  	
   

  	
  $

  	
  4,280,381.00

  	
   

  	
  $

  	
  356,698.42

  	
   

  
	
  27-36

  	
   

  	
  $

  	
  3,822,621.00

  	
   

  	
  $

  	
  318,551.75

  	
   

  
	
  37-48

  	
   

  	
  $

  	
  3,892,400.09

  	
   

  	
  $

  	
  324,366.67

  	
   

  
	
  49-60

  	
   

  	
  $

  	
  3,963,714.33

  	
   

  	
  $

  	
  330,309.53

  	
   

  
	
  61-72

  	
   

  	
  $

  	
  4,036,597.48

  	
   

  	
  $

  	
  336,383.12

  	
   

  
	
  73-84

  	
   

  	
  $

  	
  4,111,084.05

  	
   

  	
  $

  	
  342,590.34

  	
   

  
	
  85-96

  	
   

  	
  $

  	
  4,187,209.33

  	
   

  	
  $

  	
  348,934.11

  	
   

  
	
  97-108

  	
   

  	
  $

  	
  4,265,009.37

  	
   

  	
  $

  	
  355,417.45

  	
   

  
	
  109-120

  	
   

  	
  $

  	
  4,344,521.01

  	
   

  	
  $

  	
  362,043.42

  	
   

  
	
  121-132

  	
   

  	
  $

  	
  4,425,546.20

  	
   

  	
  $

  	
  368,795.52

  	
   

  
	
  133-144

  	
   

  	
  $

  	
  4,508,082.60

  	
   

  	
  $

  	
  375,673.55

  	
   

  



 


(c)           Notwithstanding
the provisions of Section 3.1(a) and 3.1(b) above, Landlord
agrees that no Base Rent shall be payable during the first month of the Term.


 

















 


(d)           Base Rent shall be paid in equal
monthly installments each in advance on the first day of each calendar month
during the Term.


 


4.             Exhibit A-3
(Description of Property if Lease Terminated as to the Hotel and Fitness
Center) is hereby deleted in its entirety.


 


5.             Exhibit G
(Right of First Offer) is hereby deleted in its entirety, and the right of
first offer provided for therein shall no longer be of any force or effect.


 


6.             The term “Property”,
as defined in Section 1.1(b) of the Lease is hereby amended effective
as of the date of this Fourteenth Amendment, so as to include the additional
areas more particularly described and depicted in the floor plan attached
hereto as Exhibit A (the “Training Rooms”),
subject to the same representations and warranties on the part of Tenant as are
set forth in Section 1.3 of the Lease, and to acceptance of such Training
Rooms in their “AS IS,” “WHERE IS” condition as of the date first written
above.  In addition, Landlord shall and
does hereby grant Tenant, its employees, agents, contractors, guests and
invitees the right to use such common entrances, corridors, facilities, hallways
and other common areas that serve the Training Rooms and as may otherwise be
reasonably necessary in connection with the usage of such Training Rooms during
the term of the Lease (the “Related Common Areas”).


 


7.             Tenant shall and does hereby agree that, in addition to
the Base Rent payable by Tenant under Section 3.1(b) of the Lease and
commencing on the date of this Fourteenth Amendment, Tenant shall pay to
Landlord additional rent (“Training Room Rent”)
in the amount of $12,563.04 per month for the Training Rooms, including its use
in common with Landlord and other tenants of the Related Common Areas, for each
month hereafter through December 31, 2009, subject to adjustment as herein
provided. The amount of the Training Room Rent shall be increased on January 1
of each year of the term of the Lease for each succeeding 12-month period
thereafter at a rate equal to 1.865% in excess of the monthly Training Room Rent
payable for the immediately month. Landlord and Tenant agree that the addition
of the Training Rooms as provided in this Amendment shall not effect any
adjustments to each party’s proportionate share of Taxes and Utilities set
forth in the Lease and not effect any adjustments to the Cost Allocation
Formulas, it being understood and agreed that the stipulated Training Room Rent
is inclusive of Taxes and Utilities to the same extent the charges therefor are
being paid by Landlord immediately prior to the date hereof. Tenant also
acknowledges and agrees that Landlord has no duty or other obligation to
provide janitorial, scheduling, maintenance or other services to the Training
Rooms.


 


8.             Provided that Tenant is
not then in default under the Lease, Tenant shall
have the option (the “Reduction Option”)
to reduce the size of the Property by deleting the Training Rooms and Related
Common Areas therefrom, effective as of December 31, 2014 (the “Reduction Date”), by giving
Landlord written notice of its election to exercise its Reduction Option at
least thirty (30) days prior to the Reduction Date.  If Tenant
properly exercises its Reduction Option,
the area to be deleted from the Property shall
include the entire portion of the Training
Rooms and Related Common Areas, and, effective as of the Reduction Date,
(i) the Term shall terminate as to the Training
Rooms and Related Common Areas, (ii) Tenant shall vacate and deliver possession
of the Training Rooms and Related Common
Areas to Landlord in 


 

















 


the manner set forth in the Lease for
surrender of the Property, and (iii) Tenant
shall not be responsible for the payment of Training Room Rent for the remainder of the Term.


 


9.             Unless otherwise specifically set forth herein, all
capitalized terms used herein shall have the same meanings as set forth in the
Lease.


 


10.           In all other respects, the Lease shall remain the same.


 


11.           Notwithstanding anything to the contrary contained herein
or in any other agreement between the parties, or any assertion on the part of
the Landlord to the contrary, the offer evidenced by Landlord’s submission of a
signed original of this Amendment to Tenant will be and remain irrevocable
through  March 11, 2009.


 


12.           This Amendment may be executed in multiple counterparts, each of which shall be deemed an
original, but all of which together will constitute one and the same instrument.  Signatures on counterparts of this Fourteenth
Amendment that are transmitted by facsimile or electronically in PDF format
shall be deemed effective for all purposes.


 


IN WITNESS WHEREOF, the
Landlord and Tenant have accepted and executed this Fourteenth Amendment as of
the day and year first written above.


 


	
  LANDLORD:

  	
  Verizon
  Realty Corp.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  TENANT:

  	
  Idearc
  Media LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Scott W. Klein

  
	
   

  	
   

  	
  Chief Executive Officer

  



 

















 


EXHIBIT A


 


Training Rooms