Second Amendment to Lease Agreement with BellSouth



 Exhibit 10.1 
  
 SECOND AMENDMENT TO LEASE AGREEMENT 
  
 THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is made and entered as of the 11th day of May,
2005, by and between FUND VI, FUND VII AND FUND VIII ASSOCIATES, a Georgia joint venture (“Landlord”) and BELLSOUTH ADVERTISING & PUBLISHING CORPORATION, a Georgia corporation (“Tenant”). 
  
 WITNESSETH: 
  
 WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated
as of May 20, 1996, as amended by that certain First Amendment to Lease Agreement dated December 6, 1996 (collectively, the “Lease”), relating to premises in a building located at 10375 Centurion Parkway North, Jacksonville, Florida.
Capitalized terms used but not defined herein, including the terms “Demised Premises”, “Rentable Floor Area”, “Building”, “Lease Term”, “Tenant’s Additional Rental” and “Tenant’s
Forecast Additional Rental”, shall have the same respective meanings given to such terms in the Lease; and 
  
 WHEREAS, Landlord and Tenant desire to reduce the size of the Demised Premises effective as of May 1, 2006 by eliminating from the Demised Premises that
certain space on the first floor of the Building containing 12,073 square feet of Rentable Floor Area and being more particularly shown on the floor plan attached hereto as Exhibit “A” and by reference made a part hereof; and

  
 WHEREAS, the initial Lease Term expires on April 30, 2006, and
Landlord and Tenant desire to extend the Lease Term by three (3) years; and 
  
 WHEREAS, Landlord and Tenant desire to modify and amend the Lease to effectuate such reduction of the Demised Premises and extension of the Lease Term and for certain other purposes as hereinafter provided.

  
 NOW, THEREFORE, for and in consideration of the premises, the
sum of Ten and No/100 Dollars ($10.00) in hand paid by each of the parties hereto to the other, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby covenant and agree
as follows: 
  
 1. Reduction of Demised Premises.
Effective as of midnight on April 30, 2006, the Demised Premises is hereby reduced by eliminating therefrom that certain space located on the first floor of the Building comprising 12,073 square feet of Rentable Floor Area which is shown on the
floor plan attached hereto as Exhibit “A” and by reference made a part hereof (the “Excluded Space”), and Tenant agrees to quit and surrender such Excluded Space on or before April 30, 2006 in accordance with Article 30 of
the Lease. Landlord and Tenant stipulate and agree that (i) prior to May 1, 2006, the Demised Premises contains 69,424 square feet of Rentable Floor Area, (ii) from and after May 1, 2006, the Demised Premises contains 57,351 square feet of Rentable
Floor Area, and (iii) the Building contains 92,566 square feet of Rentable Floor Area. 







 2. Extension of Lease Term. Landlord and Tenant hereby agree that the Lease Term shall be and is
hereby extended for a period of three (3) years (the “First Extended Term”), thereby extending the expiration of the Lease Term from April 30, 2006 to April 30, 2009. The First Extended Term shall be upon the same covenants, agreements,
terms, provisions and conditions that are contained in the Lease for the initial Lease Term, except as expressly provided herein. 
  
 3. Base Rental During First Extended Term. The Base Rental payable by Tenant during the First Extended Term shall be in the following amounts:

  

							
	 Period

	  	 Base Rental Rate Per
 Square Foot of Rentable
 Floor Area Per Year

	  	Annual Base Rental


	 5/1/06-4/30/07
	  	$	18.500	  	$	1,060,993.50
	 5/1/07-4/30/08
	  	$	19.055	  	$	1,092,823.31
	 5/1/08-4/30/09
	  	$	19.627	  	$	1,125,628.08

  
 4. Adjustment to
Operating Expense Stop During First Extended Term. Landlord and Tenant hereby agree that effective from and after May 1, 2006, the first day of the First Extended Term, Tenant’s Additional Rental shall mean for each calendar year (or
portion thereof) Tenant’s Share of Operating Expenses in excess of the Operating Expenses for calendar year 2005. Operating Expenses which are variable in nature shall continue to be adjusted for purposes of determining Tenant’s Additional
Rental as provided in Article 7(b) of the Lease. The $5.50 “stop” utilized for purposes of determining Tenant’s Additional Rental shall continue to be in effect through April 30, 2006. 
  
 5. Free Rent Allowance Attributable to First Extended Term. In
consideration of the extension of the Lease Term for the Extended Term, Landlord agrees to provide to Tenant free Base Rental in the amount of $172,053.00 (the “First Free Base Rental Allowance”) to be utilized by Tenant as a credit
against Base Rental due and payable by Tenant under the Lease, as amended, from and after May 1, 2005 until the entire First Free Base Rental Allowance is exhausted. The First Free Base Rental Allowance may not be applied as a credit against
Tenant’s Additional Rental or any financial obligations owed by Tenant to Landlord other than Base Rental becoming due and payable from and after May 1, 2005. 
  
 6. Extension Option. Article 48 of the Lease, entitled “Extension of Lease Term,” is hereby deleted in its
entirety and shall be of no further force or effect. Landlord and Tenant hereby agree that Tenant shall have the option to extend the Lease Term of the Lease for one (1) consecutive extended term of five (5) years (the “Second Extended
Term”). Such option shall be exercised by written notice to Landlord given not less than twelve (12) months prior to the expiration of the First Extended Term. The Second Extended Term shall be upon the same covenants, agreements, terms,
provisions and conditions that are contained in the Lease, as amended, for the First Extended Term, as the same shall then be in effect hereunder, including, 

  

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without limitation, Tenant’s obligations to pay Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental, except as
expressly provided herein to the contrary. Tenant may not exercise an option to extend the Lease Term for the Second Extended Term if an event of default under the Lease, as amended, has occurred and is continuing beyond applicable notice and cure
periods. The Base Rental payable by Tenant during the Second Extended Term shall be in the following amounts: 
  

							
	 Period

	  	 Base Rental Rate Per
 Square Foot of Rentable
 Floor Area Per Year

	  	Annual Base Rental


	 5/1/09-4/30/10
	  	$	20.215	  	$	1,159,350.47
	 5/1/10-4/30/11
	  	$	20.822	  	$	1,194,162.52
	 5/1/11-4/30/12
	  	$	21.447	  	$	1,230,006.90
	 5/1/12-4/30/13
	  	$	22.090	  	$	1,266,883.59
	 5/1/13-4/30/14
	  	$	22.753	  	$	1,304,907.30

  
 The leasehold improvements will be
provided in the then existing condition (on an “as is” basis) at the time the Second Extended Term commences. Landlord agrees to provide to Tenant an additional free Base Rental allowance in the amount of $573,510.00 (the “Second Free
Base Rental Allowance”) to be utilized by Tenant as a credit against Base Rental due and payable by Tenant under the Lease, as amended, from and after May 1, 2009 until the entire Second Free Base Rental Allowance is exhausted. The Second Free
Base Rental Allowance may not be applied as a credit against Tenant’s Additional Rental or any financial obligations owed by Tenant to Landlord other than Base Rental becoming due and payable from and after May 1, 2009. Tenant shall not have
the right to assign its extension rights to any sublessee of the Demised Premises, nor may any such sublessee exercise such extension rights, but Tenant may assign its extension rights to a permitted assignee, if any, of all of Tenant’s rights
under the Lease, as amended. 
  
 7. Deletion of First Right of
Refusal. Landlord and Tenant hereby agree that Article 52 of the Lease, entitled “First Right of Refusal,” is hereby deleted in its entirety and shall be of no further force or effect. 
  
 8. No Broker. Tenant represents and warrants to Landlord that no
broker, agent, commission salesperson or other person has represented Tenant in the negotiations for and procurement of this Second Amendment and the extension of the Lease Term provided herein. Tenant agrees to indemnify and hold Landlord harmless
from all loss, liability, damage, judgment, cost or expense (including reasonable attorneys’ fees and court costs) suffered or incurred by Landlord as a result of any claim for a commission, fee or compensation by any broker, agent, commission
salesperson or other person who represents or claims to represent Tenant in connection with this Second Amendment or the extension of the Lease Term provided herein. Landlord represents and warrants to Tenant that no broker, agent, commission
salesperson or other person has represented Landlord in the negotiations for and procurement of this Second Amendment and the extension of the Lease Term provided herein. Landlord agrees to indemnify and hold Tenant harmless from all loss,
liability, damage, judgment, cost or expense (including reasonable attorneys’ fees and court costs) suffered or incurred by Tenant as a 

  

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result of any claim for a commission, fee or compensation by any broker, agent, commission salesperson or other person who represents or claims to represent
Landlord in connection with this Second Amendment or the extension of the Lease Term provided herein. 
  
 9. Ratification. Except as expressly modified and amended herein, the Lease shall remain in full force and effect and, as modified and amended
herein, is expressly ratified and confirmed by the parties hereto. 
  
 10. Binding Effect. This Second Amendment shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective legal representatives, successors and assigns. This Second Amendment
shall be governed by and construed under the laws of the State of Florida. 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment effective as of the day, month and year first above written. 
  

									
	LANDLORD:
	
	FUND VI, FUND VII, AND FUND VIII
	ASSOCIATES, a Georgia joint venture
		
	By:	 	Wells Real Estate Fund VI, L.P., a Georgia
	 	 	limited partnership, managing venturer
			
	 	 	By:	 	Wells Partners, L.P., a Georgia limited
	 	 	 	 	partnership, its general partner
				
	 	 	 	 	By:	 	Wells Capital, Inc., a Georgia
	 	 	 	 	 	 	corporation, general partner
					
	 	 	 	 	 	 	By:	 	  


	 	 	 	 	 	 	Name:	 	  


	 	 	 	 	 	 	Title:	 	  




  

									
	TENANT:
	
	BELLSOUTH ADVERTISING & PUBLISHING
	CORPORATION, a Georgia corporation
		
	By:	 	Sunlink Corporation, as agent
			
	 	 	By:	 	  


	 	 	Name:	 	R. M. Webber
	 	 	Title:	 	President, Sunlink Corporation


  

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