THIRD AMENDMENT TO LEASE

EXHIBIT 10.15.1

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this " Third Amendment ") is entered into as of the 29th day of July, 2005, by and between ELPF JACKSON, LLC, a Delaware limited liability company (" Landlord ") and HAVERTY FURNITURE COMPANIES, INC., Maryland corporation (" Tenant ").

R E C I T A L S :

WHEREAS, Landlord's predecessor in interest, John W. Rooker, LLC, a Georgia limited liability company, and Tenant entered into that certain Lease dated July 26, 2001, as amended by that certain First Amendment to Lease dated November, 2001 (the " First Amendment ") and that certain Second Amendment to Lease dated July 29, 2002 (the " Second Amendment ") (hereinafter collectively referred to as the " Lease "), pursuant to which Tenant leases a building containing approximately 491,229 square feet of warehouse space, together with approximately 19,581 square feet of office/administration space (the " Building "), the land on which the Building is located (the " Land "), and all such rights, easements, and appurtenances thereto (collectively, the " Original Leased Premises ");

WHEREAS, pursuant to Section 3(a) of Exhibit "G" to the Lease, on February 22, 2005, Tenant delivered to Landlord an Expansion Notice (as such term is defined in the Lease) exercising the Expansion Option (as such term is defined in the Lease) contained in the Lease (such notice is the " Expansion Notice ").

WHEREAS, the Expansion Notice stated that the expansion space to be constructed shall contain an aggregate of approximately 297,180 square feet (such expansion space to include all of Proposed Expansion Area 1 and Proposed Expansion Area 2, as shown on the Site Plan attached hereto and incorporated herein by this reference as Exhibit A and herein referred to as the " Building Addition ") and shall be constructed in the "Phase II Building Addition Area" (as such term is used in Section 3 of Exhibit "G" to the Lease).

WHEREAS, pursuant to Section 3(b) of Exhibit "G" to the Lease, the parties desire to enter into this Third Amendment to set forth the terms and conditions upon which the Building Addition shall be designed and constructed, and the terms and conditions upon which Landlord shall lease the Building Addition to Tenant.

NOW, THEREFORE, for and in consideration of the recitals herein above set forth and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.              Incorporation of Recitals and Terms. The foregoing recitals are hereby incorporated in and made a part of this Third Amendment. Unless otherwise defined in this Third Amendment, all capitalized terms used herein shall have the respective meanings as are ascribed to them in the Lease.

a.               Final Expansion Plans. In reliance upon the Expansion Notice, Landlord has, pursuant to Section 3(f) of Exhibit "G" to the Lease, prepared, subject to the Final Plan Changes (as defined in Section 2.01(B) of the Work Letter attached hereto as Exhibit B), and all as more particularly described in the Work Letter attached hereto as Exhibit B, Final Expansion Plans (as defined in Section 2.01(B) of the Work Letter attached hereto as Exhibit B), for the Building Addition. Tenant agrees that in connection with approvals of the Final Plan Changes, and in furtherance of Tenant’s agreement in said Section 3(f) of Exhibit "G" to the Lease that Tenant shall not unreasonably withhold its approval of such Final Expansion Plans, Tenant shall provide all approvals or disapprovals in writing within five (5) business days of the submission of any such Final Plan Changes for approval by Tenant. In the event Tenant disapproves any submission of Final Plan Changes, Tenant shall set forth in writing the reason for Tenant’s disapproval. Tenant’s failure to approve or disapprove any request for approval by Landlord within ten (10) business after such request shall be deemed to constitute Tenant’s approval of such plans and specifications.

b.             Design and Construction of Building Addition. Pursuant to Section 3(h) of Exhibit "G" to the Lease, Landlord agrees to undertake the responsibility for the design and construction of the Building Addition in accordance with the terms of the Lease, this Third Amendment and the Work Letter attached hereto as Exhibit B, to

include obtaining the appropriate governmental and other approvals, permits, licenses and to comply with all existing laws, rules and regulations in connection with the design and construction of the Building Addition.

c.               Lease Term. Landlord and Tenant agree that the Expansion Term shall be a period of fifteen (15) years, commencing on the Building Addition Commencement Date (as defined in subsection (d) herein below), and accordingly, that the primary term of the Lease (inclusive of the Original Leased Premises) shall be extended to be co-terminus with the Expansion Term such that on and after the date hereof, the expiration date of the term of the Lease (for the Original Leased Premises and the Building Addition) shall be the date that is fifteen (15) years after the Building Addition Commencement Date. Landlord and Tenant agree that for the period between August 1, 2017 and the expiration date of the term of the Lease for the Original Leased Premises, as extended to be co-terminus with the Expansion Term, the Base Rent for the Original Leased Premises shall be $211,263.00 per month (which amount is the amount payable by Tenant for the period of years 13, 14 and 15 of initial term of the Lease pursuant to Section 3.01 of the Lease).

d.              Building Addition Commencement Date. Landlord and Tenant desire to clarify the meaning of "Building Addition Commencement Date" and accordingly, the first sentence of Section 3(g) of Exhibit "G" to the Lease is hereby amended and restated in its entirety as follows:

"The commencement date of each Building Addition (a "Building Addition Commencement Date") shall be the earlier of (i) the date that Tenant commences business operations from the whole of such Building Addition, or (ii) the date on which Building Addition Substantial Completion has occurred, as determined pursuant to Section 2.02(a) of the Work Letter."

i.               The Base Rent for the Building Addition shall be calculated in accordance with the terms of Sections 3(d) and 3(e) of Exhibit "G" to the Lease and shall be determined on or before the Building Addition Commencement Date and after such time as all Improvement Costs have been established, provided however, for purposes of determining the "Applicable Yield", Landlord and Tenant agree as follows:

A. an amortization period of twenty (20) years shall be used;

B. the term of the mortgage loan shall be deemed to be nine (9) years; and

C. the "stated interest rate" referred to in the first sentence of Section 3(e) of Exhibit "G" to the Lease shall mean the lesser of (1) the interest rate obtained by Landlord, in good faith, in pursuit of permanent financing for the Building Addition with Landlord’s current lender, and assuming a loan to value ratio not to exceed 80% (the "Lender Rate"), or (2) a rate per annum equal to the interpolated nine (9) year treasury rate, as reasonably determined by Landlord, plus 1.75% (the "Maximum Rate"). Landlord agrees to keep Tenant updated on the progress of Landlord’s financing arrangements and, at such time as Landlord has received a firm written commitment to lend and an interest rate for the permanent financing for the Building Addition (the "Lender Commitment"), Landlord shall provide prompt written notice and a copy to Tenant of the same. Notwithstanding the foregoing, in the event that the Lender Rate exceeds the Maximum Rate and Landlord, in its sole discretion, for any or no reason, does not accept financing from Landlord’s current Lender at the Lender Rate (which determination shall be made by Lender and notice of which shall be given to Tenant within ten (10) days after Lender’s receipt of the Lender Commitment (the "Landlord Financing Decision")), the "stated interest rate" referred to in the first sentence of Section 3(e) of Exhibit "G" to the Lease shall mean an interest rate based on the lowest and best quotes (indicative interest, not binding commitments, and taking into account all of the terms, costs and fees related to such quotes) of three (3) reputable, nationally recognized insurance companies who are then actively in the lending market (or other capable institutional lenders if needed to obtain a total of three quotes) for a first priority mortgage permanent loan on a commercial warehouse facility of similar value as the Building Addition, with Landlord as the owner and Tenant as the