FIRST AMENDMENT TO LEASE
This First Amendment to Lease ("Amendment") dated as of January 29, 1999 is
executed by and between XXXXXX X. XXXXXXXX ("Landlord"), and CONTINENTAL
PHARMACY, INC., an Ohio corporation ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a lease dated May 12, 1998 (the
"Lease"), pursuant to which Tenant leased certain premises located at 0000 Xxxx
Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxx, as more particularly described therein (the
"Premises"); and
WHEREAS, Landlord and Tenant have agreed to amend the Lease in order to
extend the Lease Term through June 30, 2000, and to otherwise modify the Lease
in the respects hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein and other good or valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree that effective
upon execution hereof, the Lease shall be amended as follows:
1. ARTICLE 1 of the Lease shall be deleted in its entirety and the
following shall be substituted therefor:
"ARTICLE ONE -- TERM
Section 1.01 -- Initial Term. Landlord hereby leases to Tenant and
Tenant hereby Leases from Landlord the Premises for an initial term of
one (1) year and eight (8) months (the "Initial Term") commencing
November 1, 1998 (the "Commencement Date") and ending June 30, 2000,
unless sooner terminated as provided herein.
Section 1.02 -- Renewal Term. Provided Tenant is not then in default
under any of the terms, covenants or conditions of this Lease, Tenant
shall have the option to renew this Lease for one (1) period of four
(4) years (the "Renewal Term") on the same terms and conditions
contained herein for the Initial Term, except that the rent shall be
as provided in Article Three. Tenant shall exercise said option by
written notice to Landlord not less than one hundred eighty (180) days
prior to expiration of the Initial Term."
2. Article Three of the Lease shall be deleted in its entirety and the
following shall be substituted therefor:
"ARTICLE THREE -- RENT. Tenant covenants and agrees to pay Landlord,
promptly when due, without notice or demand, and without set-off or
deduction, Rent for the Premises as follows:
(a) From the Commencement Date through June 30, 1999, the sum of One
Hundred Four Thousand ($104,000) Dollars ($8.00 per sq. ft.), payable
in equal monthly installments of Thirteen Thousand ($13,000) Dollars
each;
(b) From July 1, 1999 though June 30, 2000, the sum of One Hundred
Forty-Six Thousand two Hundred Fifty ($146,250) Dollars per annum
($7.50 per sq. ft.), payable in twelve (12) equal monthly installments
of Twelve Thousand One Hundred Eighty-Seven 50/100 ($312,187.50)
Dollars each;
(c) For the first two (2) years of the Renewal Term (July 1, 2000
through June 30, 2002), the sum of One Hundred Fifty-Six Thousand
($156,000) Dollars per annum ($8.00 per sq. ft.), payable in
twenty-four (24) equal monthly installments of Thirteen Thousand Eight
Hundred Twelve 50/100 ($13,000) Dollars each; and
(d) For the last two (2) years of the Renewal Term (July 1, 2002
though June 20, 1004), the sum of One Hundred Sixty-Five Thousand
Seven Hundred Fifty ($165,750) Dollars per annum ($8.50 per sq. ft.),
payable in twenty-four (24) equal monthly installments of Thirteen
Thousand Eight Hundred Twelve 50/100 ($13,812.50) Dollars each."
Rent shall be payable at the address of the Landlord set forth in
Article Twenty of the Lease, or at such other place as Landlord may
from time to time designate by written notice to Tenant."
3. The following provision shall be added to the Lease as Section 4.03:
"Section 4.03 -- Increase in Real Estate Taxes. Tenant shall reimburse
and pay to Landlord as Additional Rental, any increases in real estate
taxes attributable to Premises over those paid for the calendar year
1998 ("Base Year"), which taxes are payable by Landlord pursuant to
Article Five of the Lease. Real estate taxes are defined to mean all
taxes and assessments, general, special or otherwise, if any, levied,
assessed or imposed under governmental authority upon or with respect
to the Premises and/or the land upon which it is located, which become
payable by Landlord annually."
4. The following provision shall be added to the Lease as Section 25.08:
"Section 25.08" -- Right to Lease Additional Building. Provided Tenant
is not then in default under any of the terms or conditions of this
Lease, Tenant shall have the right to lease the building adjacent to
the Premises being a single story five thousand (5,000) sq. ft.
structure located at 0000 Xxxx Xxxxxx Xxxx (the "Expansion Premises")
upon vacation by the current tenant of the Expansion Premises, on the
same terms and conditions contained in this Lease (including the same
per square foot rental rate). Tenant shall exercise said option by
giving Landlord written notice thereof on the earlier of one hundred
eighty (180) days prior to the expiration of the Initial Term, or
within thirty (30) days following receipt of written notice from
Landlord of the vacation of the Expansion Premises by the current
tenant NRP Group, Inc. Landlord represents that the lease of NRP
Group, Inc. currently expires on June 30, 1999. Tenant's failure to
exercise said option within the said time period shall be deemed a
waiver of said option. In the event Tenant desires to lease the
Expansion Space, Tenant shall execute an amendment to this Lease
confirming the lease of the Expansion Space, which shall provide the
same terms and conditions as this Lease including the same rental per
square foot for the Expansion Space."
5. In further consideration of this Agreement, Tenant's parent company MIM
Corporation will execute a Lease Guaranty substantially in the form attached
hereto as Exhibit "A".
6. Except as expressly amended hereby, the Lease remains unmodified and in
full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of
the date first above written but have actually executed this Amendment on the
dates set forth in the acknowledgments hereof.
WITNESSES: LANDLORD
/s/[ILLEGIBLE] /s/XXXXXX X. XXXXXXXX
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/s/XXXXXX X. XXXXX Xxxxxx X. Xxxxxxxx
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TENANT
CONTINENTAL PHARMACY, INC.
/s/[ILLEGIBLE] By: /S/XXXXX X. XXXXXX
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Title: President
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, this day
personally appeared the above named XXXXXX X. XXXXXXXX. who acknowledged that he
did sign the foregoing instrument and that such signing was his free act and
deed.
WITNESS my signature and notarial
seal at Cleveland, Ohio this
29th day of January, 1999.
/s/Xxxxxx X. Xxxxx
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Notary Public
STATE OF NEW YORK ) XXXXXX X. XXXXX
) SS: Notary Public, State of Ohio
COUNTY OF WESTCHESTER ) Recorded in Cuyahoga County
My Commission Expires: 3/12/2001
BEFORE ME, a Notary Public in and for said County and State, this day
personally appeared the above named CONTINENTAL PHARMACY, INC., an Ohio
corporation, by Xxxxx X. Xxxxxx, its President, who acknowledged that with due
authorization and as such President he did sign the foregoing instrument on
behalf of said corporation, and that such signing was his free act and deed
individually and as such President, and the free act and deed of said
corporation.
WITNESS my signature and notarial seal at Elmsford, New York, this 2nd day
of February 1999.
/s/Xxxxxxx Xxxx
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Notary Public
[STAMP]
