FIRST AMENDMENT TO LEASE AGREEMENT


 


THIS FIRST AMENDMENT TO LEASE AGREEMENT (this
"Amendment") is made as of February 15 2013 by and between Burton 6, LLC, a Tennessee limited
liability company ("Landlord"), and AmSurg
Corp., a Tennessee corporation ("Tenant").


 


RECITALS


 


A.         Landlord and Tenant entered into that
certain Lease Agreement dated December 27, 2012 (the "Lease"),
pursuant to which Landlord leased to Tenant that certain Building to be
constructed by Landlord located on Burton Hills Boulevard, Nashville,
Tennessee, and to contain 109,751 rentable square feet (the
"Premises").


 


B.         Landlord and Tenant wish to amend the Lease
as described herein. 


 


AGREEMENT


 


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


 


1.         PARKING.   


 


(a)         Sections 3.d. and 3.f. of the Lease are
hereby generally amended to delete “Ground Lessor” wherever it appears and
replace it with “Adjacent Owner”.


 


(b)        The second and third sentences of Section
10 of the Lease are hereby deleted and replaced with the following: 


 


“Tenant acknowledges that, pursuant and subject to the
Declaration, the Adjacent Owner shall have rights to use those spaces in the
Surface Parking Lot that are not reserved for Tenant’s exclusive use, and
twenty-one (21) parking spaces in the Parking Garage on an exclusive basis,
which twenty-one (21) spaces shall be located on the Lower Level 01 of the
Parking Garage as more particularly shown on Exhibit G attached hereto,
and shall be marked for Adjacent Owner’s use (collectively, the “Adjacent
Owner’s Reserved Parking Spaces”).  Tenant
agrees not to use the Adjacent Owner’s Reserved Parking Spaces.”  


 


2.         GROUND LEASE.  Section 3.c. of the
Lease is hereby deleted and replaced with the following:


“c.         Landlord represents and warrants that (i)
the Land is currently owned by E.P. Real Estate Fund, L.P., a Tennessee limited
partnership (“Adjacent Owner”), (ii) Landlord has the full power and
authority to execute this Lease, (iii) Landlord shall acquire fee simple
interest in the Land from Adjacent Owner on or before December 31, 2014, and
(iv) the estate demised herein is and shall be subject only to the liens and
encumbrances described on Exhibit D attached hereto, as the same may be
modified from time to time in compliance with Section 3(f) below, and any new
easements, restrictions or other encumbrances hereafter applicable to the
Project executed in compliance with Section 3(f) below (collectively, the
"Permitted Encumbrances").  In the event the Landlord does not
acquire fee simple interest in the Land on or before December 31, 2014, then
Tenant shall be entitled to terminate this Lease by delivering written notice
of such termination to Landlord in addition to Tenant’s other rights and
remedies available at law.”












 




 










 








 




 








 


3.         OPERATING
EXPENSES.   


(a)         Section
6.a.vi.(z) of the Lease is hereby deleted and replaced with the following: 


“(z) Tenant shall receive the full benefit of any tax
incentives procured with respect to the Project.”


 


(b)         Section 6.c.(xxiv) of the Lease is hereby
deleted and replaced with the following:


 


“(xxiv) costs or fees relating to the defense of
Landlord's title to or interest in the Project, or any part thereof, or any
costs or expenses associated with any sale or finance transaction;”


 


(c)         Section 6.c.(xxx) of the Lease is hereby
amended to delete “Ground Lessor” and replace it with “Adjacent Owner”


 


4.         SUBORDINATION AND ATTORNMENT.   


 


(a)         The first sentence of Section 28(a) of the
Lease is hereby amended to delete “and/or Ground Lessor”.


 


(b)         The first sentence of Section 28(b) of the
Lease is hereby amended to delete “or the Ground Lessor”.


 


5.         PERMITTED EXCEPTIONS.  The second
sentence in the introductory paragraph of Exhibit D to the Lease is hereby
deleted and replaced with the following:


 


“This exhibit will be updated as of the date of the
acquisition of the Land to provide for only those matters expressly encumbering
the Land.”


 


6.         ADJACENT OWNER’S PARKING SPACES.  Exhibit
G attached hereto is hereby inserted as Exhibit G to the Lease.


 


7.         INDEMNITY.  The following is added as a new
Section 47 of the Lease:


 


“47.     Indemnity.  Pursuant to
the terms of the Declaration, as defined in Section 3(f) hereof, in the event
New York Life Insurance Company (“NYL”) obtains title to the Adjacent Owner’s
property through foreclosure or deed in lieu of foreclosure, then NYL shall not
be bound by the indemnity therein contained with regard to the acts of Adjacent
Owner in the easement areas discussed in said Declaration.  In the event NYL
obtains title to the Adjacent Owner’s parcel through foreclosure or deed in
lieu of foreclosure, then, during NYL’s ownership of the Adjacent Owner’s
parcel, Landlord shall indemnify Tenant for damage, loss or injury due to NYL’s
or its tenants’ negligence or willful misconduct in the exercise of the easements
and rights contained within the Declaration.”


 


8.         MISCELLANEOUS.  Capitalized terms
used but not otherwise defined herein shall have the same meaning ascribed to
them in the Lease.  This Amendment shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors.  This Amendment
shall be governed by and construed in accordance with the laws of the state in
which the Premises is located.  In the event of conflict or inconsistency
between the provisions of this Amendment and any provisions of the Lease, the
provisions of this Amendment shall govern.  Except as set forth in this
Amendment, all of the terms and conditions of the Lease shall continue in full
force and effect throughout the term of the Lease.


 












 




 










 








 




 








IN WITNESS
WHEREOF, the parties hereto have duly executed this Amendment as of the date
first above written.


 


 


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BURTON 6, LLC,

  
	
   

  	
   

  	
  a Tennessee limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Eakin

  
	
   

  	
  Name:

  	
  John W. Eakin

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMSURG CORP.,

  
	
   

  	
   

  	
  a Tennessee corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher R. Kelly

  
	
   

  	
  Name:

  	
  Christopher R. Kelly

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  




 












 




 










 








 




 








 


EXHIBIT G


 


ADJACENT OWNER’S GARAGE PARKING SPACES