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EXHIBIT 10.18
SECOND AMENDMENT TO LEASE AGREEMENT
THE BANK OF NASHVILLE
L & C TOWER
NASHVILLE, TENNESSEE
JUNE 20, 2000
This Second Amendment to the Lease Agreement ("Second Amendment") dated
and effective this 20th day of June, 2000 by and between The Bank of Nashville
("Tenant") and LC Tower, LLC, successor in interest to Metropolitan Life
Insurance Company ("Landlord") is hereby made a part thereof of the Lease
Agreement dated July 19, 1989 as amended by the Letter Agreement dated March 29,
1993 ("Lease") as amended by the First Amendment to Lease dated April 13, 1999
("First Amendment") by and between Landlord and Tenant.
WHEREAS, Landlord and Tenant entered into the Lease and First Amendment
for certain premises located on the second, third, and twenty-third floor and
basement consisting of approximately 21,536 Square Feet Net Rentable Areas
("Premises") in the building commonly known as the L&C Tower located at 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 ("Building"); and
WHEREAS, Tenant desires to expand its Premises by an additional 11,143
Square Feet Net Rentable Area on the second floor ("Annex Premises") of the L&C
Tower Annex located at 000 Xxxxxx Xxxxxx Xxxxx ("Annex") for a period of ten
(10) years commencing September 1, 2000 through August 31, 2010; and
WHEREAS, Tenant desires to amend and extend its existing Lease Term for
the period on its Premises for a period of one (1) year from September 1, 2009
through August 31, 2010; and
WHEREAS, Landlord is willing to amend and extend the Lease under
certain terms and conditions. Unless specifically defined herein, the terms used
in the Second Amendment to Lease will have the meanings defined in the Lease.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants contained herein, and for other mutual benefits as noted
herein, the receipt and sufficiency of which are hereby acknowledged, LC Tower,
LLC, as Landlord and The Bank of Nashville, as Tenant wish to amend said Lease
as follows:
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Second Amendment to Lease
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1. The second paragraph of Article 1. LEASED PREMISES of the Lease and
Paragraph 1 of the First Amendment is amended effective September 1,
2000 by deleting the existing language in its entirety and replacing
with the following:
Space on the Lower, Second, Third, and Twenty-third floor
levels of the Building indicated as being part of the Leased
Premises on the Floor Plans attached hereto as Exhibit A,
which shall be deemed to contain a total of 00,000 xxxxxx xxxx
xx Xxx Xxxxxxxx Xxxx (XX XXX) consisting of 6,865 SF NRA on
the Second Floor ("Second Floor Premises"), 6,768 SF NRA on
the Third Floor ("Third Floor Premises"), 3,713 SF NRA on the
Lower Level/Basement ("Basement Premises") and effective
November 1, 1999 on the twenty-third floor 4,190 SF NRA
("Twenty-third Floor Premises"). The Second Floor Premises,
Third Floor Premises and Twenty-third Floor Premises shall
collectively be referred to as "Tower Premises". Space on the
Second floor of the Annex indicated as being part of the
Leased Premises on the Floor Plans attached hereto as Exhibit
A, which shall be deemed to contain a total of 11,143 square
feet of Net Rentable Area (SF NRA). The Second Floor Annex
Premises shall be referred to as "Annex Premises".
The Tower Premises, Basement Premises and Annex Premises shall
collectively be referred to as "Premises" or "Leased
Premises".
2. Article 2. TERM. of the Lease and Paragraph 2. TERM. of the First
Amendment is amended and extended as follows:
EXTENDED TERM FOR TOWER PREMISES AND BASEMENT PREMISES. The
extension on the existing Lease Term shall be for one (1)
year, commencing on the 1st day of September, 2009 and ending
on the 31st day of August, 2010 for the Tower Premises and
Basement Premises unless sooner terminated or extended as
provided herein.
TERM FOR ANNEX PREMISES. The Annex Premises shall be for the
term of ten (10) years, commencing on the 1st day of
September, 2000 and ending on the 31st day of August, 2010,
unless sooner terminated or extended as provided herein.
The extended term for Tower Premises and Basement Premises and
the term for Annex Premises are hereinafter collectively
referred to as the "Leased Term" or "Term". No part of the
"leased term" or "term" may be separated or be treated
separately from any other part thereof.
3. Article 45. BROKERAGE. of the Lease and Paragraph 4 of the First
Amendment is deleted in its entirety and replaced with the following:
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Second Amendment to Lease
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Tenant represents and warrants that is has not entered into
any agreement with nor otherwise had any dealings with any
broker, agent or other person in connection with the
negotiation or execution of this transaction and that no
broker, agent or other person brought about this transaction
which could form the basis of any claim for a brokerage fee,
commission or other form of compensation of any kind or
nature, other than First Management Services, Inc. and Tenant
agrees to indemnify and hold Landlord harmless from and
against any claims (including attorneys fees, court costs and
expenses) by any other broker, agent or other person claiming
a commission or other form of compensation by virtue of having
dealt with Tenant with regard to this leasing transaction. The
provision of this paragraph shall survive the termination of
this Lease.
4. Appendix A THE PREMISES of the Lease and Paragraph 6 of the First
Amendment is amended effective September 1, 2000 by deleting the
existing language and replacing with the following (see attached floor
plans):
Basement Floor Premises of the L&C Tower
3,713 SF NRA
3% common area factor included
Second Floor Premises of the L&C Tower
6,865 SF NRA
3% common area factor included
Third Floor Premises of the L&C Tower
6,768 SF NRA
3% common area factor included
Twenty-third Floor Premises of the L&C Tower
4,190 SF NRA
12.5% common area factor included
Second Floor Annex Premises of the L&C Tower Annex
11,143 SF NRA
3% common area factor included
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Second Amendment to Lease
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5. Appendix B-1 RATE SCHEDULE of the Lease and Paragraph 7 of the First
Amendment is amended to provide for the base rent beginning September
1, 1999 on the Tower and Basement Premises and September 1, 2000 for
the Annex Premises:
0xx Xxxxx 0xx Xxxxx 00xx Xxxxx Basement Annex
Premises Premises Premises Premises Premises
-------- -------- -------- -------- --------
09/01/99 - 08/31/00 $17.40/RSF $15.00/RSF $13.50/RSF* $7.00/RSF
09/01/00 - 08/31/01 $17.75/RSF $15.30/RSF $13.77/RSF $7.00/RSF $15.30/RSF**
09/01/01 - 08/31/02 $18.10/RSF $15.61/RSF $14.05/RSF $7.00/RSF $15.61/RSF
09/01/02 - 08/31/03 $18.47/RSF $15.92/RSF $14.33/RSF $7.00/RSF $15.92/RSF
09/01/03 - 08/31/04 $18.83/RSF $16.24/RSF $14.61/RSF $7.00/RSF $16.24/RSF
09/01/04 - 08/31/05 $19.21/RSF $16.56/RSF $14.91/RSF $7.00/RSF $16.56/RSF
09/01/05 - 08/31/06 $19.60/RSF $16.89/RSF $15.20/RSF $7.00/RSF $16.89/RSF
09/01/06 - 08/31/07 $19.99/RSF $17.23/RSF $15.51/RSF $7.00/RSF $17.23/RSF
09/01/07 - 08/31/08 $20.39/RSF $17.57/RSF $15.82/RSF $7.00/RSF $17.57/RSF
09/01/08 - 08/31/09 $20.79/RSF $17.93/RSF $16.13/RSF $7.00/RSF $17.93/RSF
09/01/09 - 08/31/10 $21.21/RSF $18.29/RSF $16.45/RSF $7.00/RSF $18.29/RSF
* The Twenty-third Floor Premises' rent commencing November 1, 1999 shall
increase to the next Lease Year's rate on September 1 of each subsequent Lease
Year.
** Rent for the Annex Premises shall be abated for the period September 1-30,
2000.
6. Appendix C OPTIONS of the Lease and Paragraph 9 OPTION TO RENEW of the
First Amendment is amended effective September 1, 2000 by deleting the
existing language for Option to Extend, Option to Expand, Right of
First Refusal, and Basement Vault and Anteroom in its entirety and
replacing with the following OPTION TO RENEW:
Provided Tenant is not in default on the date notice is given
and at expiration of the term, Tenant shall have the right to
extend the term for three (3) five-year renewal options for
the Premises at a rate which shall be mutually determined by
Landlord and Tenant as follows: If Tenant desires to exercise
its Option to Renew, it shall notify Landlord no later than
twelve (12) months prior to the expiration of the then current
Term. Within one (1) month after such notification, Landlord
shall notify Tenant of its determination of the current rate,
which will include the Base Rent. If Tenant agrees with such
determination, it shall so notify Landlord. If Tenant does not
agree, then during the thirty (30) day period following
Landlord's notice to Tenant of the rate, Landlord and Tenant
shall negotiate to determine a mutually acceptable rate. If
such parties are unable to reach agreement as to such rate
within said thirty (30) day period, this renewal option will
be of no force or effect and the Lease will
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Second Amendment to Lease
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terminate. If the parties do reach agreement as to such rate
within said period, then the Term shall be extended for the
appropriate period, upon the same terms and conditions set
forth in the Lease, except that the Base Rent shall be as
mutually determined and except that there shall be no Tenant
Improvement Allowance (unless such items are agreed to by
Landlord and Tenant).
7. RELOCATION OPTION FOR ANNEX PREMISES. Landlord shall have the right to
substitute for the Annex Premises other premises (herein referred to as
the "new premises") at the Property provided: (i) the new premises
shall be contiguous to the Tower Premises, (ii) Landlord shall give
Tenant at least thirty (30) days' written notice before making such
substitution, and the parties shall execute an amendment to the Lease
confirming the substitution within thirty (30) days after either party
shall request the same: and (iii) if Tenant is already occupying the
Annex Premises, then upon completion of the Relocation (as hereinafter
defined), Landlord shall pay the direct, out-of-pocket, reasonable
expenses of Tenant in moving from the Annex Premises to the new
premises and improving the new premises so that they are substantially
similar to the Annex Premises, and, (b) such move shall be made during
evenings, weekends, or otherwise so as to incur the least inconvenience
to Tenant. As used herein, "Relocation" means that Tenant has vacated
the Annex Premises and has taken possession of the new premises. In the
event Tenant refuses to effectuate the Relocation in accordance with
this Paragraph 7, then, in that event, in addition to other remedies
available to Landlord in law or equity or under the terms of this
Lease, Landlord shall have the right to cancel and terminate this Lease
effective thirty (30) days after the date of the original notification
by Landlord. Upon Relocation, the term "Annex Premises" as used in this
Lease, shall mean the new premises. The parties, within thirty (30)
days after the Relocation, shall execute an amendment of this Lease
confirming the substitution and any other changes to the terms of this
Lease occasioned by this Paragraph 7.
8. Exhibit A of the Lease and Paragraph 17 of the First Amendment is
amended by adding the floor plan for the Second Floor Annex Premises.
9. Exhibit B of the Lease and referenced meeting notes from the original
construction and Paragraph 19 of the First Amendment are amended
effective September 1, 2000 by deleting the existing language in its
entirety and replacing with the following Work Letter:
WORK LETTER.
A. Initial Plan. Tenant will perform certain leasehold
improvement work in the Annex Premises in substantial accordance with
the plans to be prepared by Infrastructure, Inc. (collectively "Initial
Plan"), a copy of which shall be attached as Schedule 1. Such work, as
shown in the Initial Plan and as more fully detailed in the Working
Drawings (as defined and described in Paragraph B
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Second Amendment to Lease
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below), shall be hereinafter referred to as the "Work". All plans,
drawings, specifications and other details describing the Work which
have been or are hereafter furnished by or on behalf of Tenant shall be
subject to Landlord's approval, which Landlord agrees shall not be
unreasonably withheld, delayed or conditioned. Landlord shall not be
deemed to have acted unreasonably if it withholds its approval of any
plans, specifications, drawings, or other details or of any Additional
Work (as defined in Paragraph E below) because, in Landlord's
reasonable opinion, the Work, as described in any such item, or the
Additional Work, as the case may be: (a) is likely to adversely affect
the Building systems, the structure of the Building or the safety of
the Building and/or its occupants; (b) might impair Landlord's ability
to furnish services to Tenant or other tenants in the building; (c)
would increase the cost of operating the building; (d) would violate
any governmental laws, rules or ordinances (or interpretations
thereof); (e) contains or uses hazardous or toxic materials or
substances; (f) would adversely affect the appearance of the building;
(g) might adversely affect another tenant's premises; (h) is prohibited
by any ground lease affecting the Building or any mortgage, trust deed
or other instrument encumbering the Building; or (i) is likely to be
substantially delayed because of unavailability of shortage of labor or
materials necessary to perform such work or the difficulties or unusual
nature of such work. The foregoing reasons, however, shall not be the
only reasons for which Landlord may withhold its approval, whether or
not such other reasons are similar or dissimilar to the foregoing.
Neither the approval by Landlord of the Work or the Initial Plan or any
other plans, drawings, specifications or other items associated with
the Work nor Landlord's monitoring of the Work shall constitute any
warranty by Landlord to Tenant of the adequacy of the design for
Tenant's intended use of the Premises.
B. Working Drawings; performance of the Work.
(1) If not included as part of the Initial Plan
attached hereto, Tenant shall prepare or cause to be prepared
final working drawings and specifications for the Work (the
"Working Drawings") based on and consistent with the Initial
Plan and the other plans, drawings, specifications, finish
details and other information furnished by Tenant to Landlord
and approved by Landlord pursuant to Paragraph A above. The
Working Drawings shall incorporate final mechanical,
electrical and plumbing plans, and shall include a final
telephone layout and special electrical connections, if any.
So long as the Working Drawings are consistent with the
Initial Plan, Landlord shall approve the Working Drawings
within five (5) days after receipt of same from Tenant by
initialing and returning to Tenant each sheet of the Working
Drawings or by executing Landlord's approval form then in use,
whichever method of approval Landlord may designate.
(2) The parties acknowledge that Landlord is not an
architect or engineer, and that the Work will be designed and
performed by independent
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Second Amendment to Lease
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architects, engineers and contractors, selected by Tenant,
subject to Landlord's prior written approval. Accordingly,
Landlord shall have no liability to Tenant under the Lease for
any errors or omissions in the Initial Plan and the Working
Drawings and for any defects in the Work. In the event of such
errors, omissions, or defects, Landlord shall cooperate in any
action Tenant desires to bring any architects, engineers or
contractors.
(3) Upon Landlord's approval, Tenant shall promptly
commence with the construction of the Work and thereafter
diligently prosecute the same to completion. All Work shall be
in full compliance with the Americans with Disabilities Act
and with any and all applicable local building codes and
regulations. Except as may be otherwise provided in the
Initial Plan or Working Drawings, the Work will be performed
using materials, quantities and procedures which are then
generally in use by Landlord as building standards, or better.
(4) Notwithstanding any other provision of this Work
Letter, Landlord and Tenant agree as follows:
(a) Tenant's contractors must perform in
such a manner as to not cause or permit to be caused
a material default or breach of any term, condition,
rule or regulation of the Lease or this Work Letter
by Tenant.
(b) Tenant and Tenant's contractors shall
maintain at all times during the construction for the
Work and for the benefit of Landlord, its officers
and employees, such insurance as Landlord may
reasonably require, including, without limitation,
such hazard, builder's risk, worker's compensation
and other similar insurance as is required under the
laws of the State of Tennessee or any political
subdivision thereof.
(c) Tenant shall deliver or cause to be
delivered to Landlord prior to the commencement of
construction of any of the Work, (i) certificates of
such insurance as is required hereunder and such
certificates shall name Landlord as an additional
insured and contain provisions that the policies
shall not be cancelled without thirty (30) days prior
written notice to Landlord: (ii) evidence that any
and all governmental permits and licenses required
for the construction of the Work have been duly
secured and remain in full force and effect; and
(iii) such other similar assurances which Landlord
may reasonably require from time to time.
(d) To the extent that Tenant pays directly,
or causes to be paid, any contractors, supplier or
materialmen, Landlord may from time to time require
from evidence of payment to all such parties during
the course of construction of the Work and at the
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Second Amendment to Lease
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completion, Tenant shall deliver to Landlord a waiver
of or release of liens signed by all contractors,
suppliers, or materialmen.
(5) During the construction period, Landlord shall
have the right, but not the obligation to inspect the
Premises, and all improvements made to the Premises comprising
the Work to reasonably determine whether the Work is
satisfactory. If any Work does not comply with the Working
Drawings, Landlord shall, within twenty-four (24) hours of
Landlord's inspection, notify Tenant in writing of such
noncompliance, including the specifics thereof, whereupon
Landlord may require non-complying portions of the Work to be
removed and reconstructed to so comply. No such inspection by
Landlord, or failure to inspect by Landlord, shall make
Landlord liable in any manner to Tenant under the Lease for
any defects, errors or omissions in connection with the Work
or any errors or omissions in the Initial Plan or Working
Drawings.
C. Landlord's Contribution. "Cost of the Work" means all
costs and expenses of the Work, including, without limitation, (i) the
cost of the Initial Plan and Working Drawings, (ii) the cost of all
labor (including overtime) and materials constituting the Work, (iii)
general conditions (including rubbish removal, hoisting permits,
temporary facilities, safety and protection, cleaning, tools,
blueprints and reproduction, telephone, temporary power, filed
supervision and the like); (iv) the cost of premiums for worker's
compensation, public liability, casualty and other insurance charged by
contractors; (v) contractors' charges for overhead and fees; and (vi)
architectural and engineering fees.
(1) Provided that Tenant has satisfied the
requirements set forth above and below and is not in default
under the Lease or the Workletter, Landlord shall make a
contribution, on the terms hereinafter set forth, equal to One
Hundred Twenty-nine Thousand Eight Hundred Forty and 60/100
Dollars ($129,840.60) (based upon $11.65 per square foot of
rentable area of the Annex Premises (the "Landlord's
Contribution")) toward the Cost of the Work under the
Workletter. Subject to the limitations hereinafter set forth,
Landlord's contribution shall also be applied towards Tenant's
cost for architectural design and mechanical drawings.
Landlord shall not be liable for more than the Landlord's
Contribution. Any amount of the tenant allowance not utilized
by the Tenant in the improvement of the Annex Premises shall
be applied to base rent.
(2) Landlord shall make periodic progress payments
(usually monthly) of the Landlord's Contribution toward the
Cost of the Work as work progresses under the Workletter,
within thirty (30) days after presentation by Tenant to
Landlord of invoices for the Cost of the Work and
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Second Amendment to Lease
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duly executed waivers of liens from all contractors,
subcontractors and materialmen furnishing labor, equipment or
materials for the performance of the Work.
(3) After payment of any amounts toward the Cost of
the Work under the Workletter, Landlord may pay the Landlord's
Contribution to Tenant, or Landlord may, in its discretion,
make or cause to be made (through the construction escrow or
otherwise) payment directly to Tenant's contractors or vendors
or jointly with Tenant, in progress payments as described
above. Landlord may use the Landlord's Contribution to
reimburse or pay itself amounts owed by Tenant pursuant to the
provisions of the Workletter.
(4) Notwithstanding any other provision of this
Lease, the payment of the Landlord's Contribution shall be
subject to Landlord's right to set-off.
D. Lease Provisions. The terms and provisions of the Lease,
insofar as they are applicable to this Workletter, are hereby
incorporated herein by reference.
E. Miscellaneous.
(1) Except as herein expressly set forth in the Work
Letter or in the Lease, Landlord has no agreement with Tenant
and has no obligation to do any other work with respect to the
Premises except that Landlord shall at its cost:
(a) rekey four locks to the Banks' master key in
the Annex Premises,
(b) provide up to ten (10) lines on the Annex
Lobby Directory,
(c) make the following improvements to the Annex
Premises unisex ADA restroom: (i) mirror to
be compliant, bottom edge to be maximum of
40", (ii) install faucet paddles in lieu of
handles, (iii) install lever-type door
hardware, (iv) adjust existing closure to
acceptable standards, (v) rim of lavatory to
be maximum height of 34", and (vi) top of
toilet seat to be between 17" and 19",
(d) Construct a 4'8" opening between the existing
Bank mezzanine area and the Annex Premises,
and
(e) Remove circular stair between the first and
second floor of the Annex Building.
Any additional work or alterations to the Premises
desired by Tenant after the Commencement Date shall be subject
to the provisions of
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Second Amendment to Lease
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the Lease. This Work Letter sets forth the entire agreement of
Tenant and Landlord regarding the Work.
(2) If final working drawings and specifications are
included as part of the Initial Plan attached hereto, then
whenever the term "Working Drawings" is used in this Agreement
such term shall be deemed to refer to the Initial Plan and all
supplemental plans and specifications approved by Landlord.
(3) If the Initial Plan or Working Drawings for the
Work require the construction and installation of more fire
hose cabinets, telephone closets, or electrical closets than
the number regularly provided Landlord in the core of the
Building, then Tenant will pay to Landlord all costs and
expenses incurred by Landlord for the construction and
installation of such additional fire hose cabinets, telephone
closets, or electrical closets.
(4) Landlord or Landlord's beneficiary is entitled to
all available investment tax credits, if any, for Work paid
for and property acquired by Landlord pursuant to the Lease
and this Work Letter. Nothing in the Lease or this Work Letter
shall be construed as agreement by Landlord to pass any
investment tax credits through to Tenant.
(5) Time is of the essence of this Work Letter.
(6) Tenant's failure to pay when due any amounts owed
by Tenant under this Work Letter, or Tenant's failure to
perform any other obligation of Tenant under this Work Letter,
will constitute a default by Tenant under the Lease, and
Landlord will have all the rights and remedies granted to
Landlord under the Lease for failure by Tenant to perform its
obligations under the Lease. Landlord's failure to pay when
due any amounts owed by Landlord under this Work Letter, or
Landlord's failure to perform any other obligation of Landlord
under this Work Letter, will constitute a default by Landlord
under the Lease, and Tenant will have all the rights and
remedies granted to Tenant under the Lease for failure by
Landlord to perform its obligations under the Lease.
(7) All words and phrases in this Work Letter have
the same meanings given to them in the Lease, unless otherwise
specifically stated in this Work Letter.
(8) All representations, warranties, covenants, and
conditions contained in this Work Letter shall survive the
completion of the Work
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Second Amendment to Lease
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and the payment by Landlord of the Cost of Work and Landlord's
Contribution.
All other terms and conditions in the Lease dated July 19, 1989 and the Letter
Agreement dated March 29, 1993 and the First Amendment dated April 13, 1999 not
amended by this Second Amendment shall remain in full force and effect and
shall apply to the Premises.
IN WITNESS WHEREOF, the parties hereto, have executed this Agreement in
triplicate on the date and year first above written.
WITNESS: LANDLORD:
LC TOWER, L.L.C.
a Delaware limited liability company
By: PERIDOT, INC. Manager
By: /s/
---------------------------------- ----------------------------------------
Vice President
WITNESS: TENANT:
THE BANK OF NASHVILLE
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx, Xx.
---------------------------------- ----------------------------------------
Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxxx, Xx.
Senior Vice President Chairman
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EXHIBIT "A-1"
BANK OF NASHVILLE
3605 USF
BASEMENT LEVEL
L & C Tower
--------------
1 MARCH 1993
13
EXHIBIT "A-2"
BANK OF NASHVILLE
6665 USF
2nd FLOOR
L & C Tower
--------------
1 MARCH 1993
14
EXHIBIT "A-3"
BANK OF NASHVILLE
4643 USF
3rd FLOOR
L & C Tower
--------------
1 MARCH 1993
15
EXHIBIT "X-0"
XXXX XX XXXXXXXXX
00XX XXXXX PLAN
16
EXHIBIT "A-5"
2nd FLOOR
Chamber of Commerce Building
----------------------------
1 MARCH 1993
