EXHIBIT 10.4
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("Amendment") is made and entered into to be
effective as of April 4, 2000, by and between Enterprise Properties, L.L.C., a
Missouri limited liability company ("Lessor"), and Pharmacy Buying Association,
Inc., a Missouri corporation ("Lessee"), who agrees as follows:
WHEREAS, Lessor and Lessee are parties to that certain Office Building
Lease dated as of July 7, 1999 (the "Lease"), pursuant to which Lessor leases to
Lessee certain Premises described as Suite 100, located on the 1st floor of the
building located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000 (the
"Building"); and
WHEREAS, Lessee desires to expand the Premises to include an additional
1,055 r/s/f (approx.) of continuous space in the Building (the "Expansion
Space") (to be carved out of adjacent Suite 110), and to concurrently extend the
Term of the Lease; and
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, receipt of which is hereby acknowledged, subject to all
of the terms, covenants and conditions herein and in the Lease, the parties
agree that the Lease shall be and hereby is modified, amended and superseded in
the following particulars:
1 DEFINED TERM. Each capitalized term used in this Amendment shall have the
same meaning as is ascribed to such capitalized term in the Lease, unless
otherwise modified herein.
2 PREMISES. Effective as of June 1, 2000 (subject only to Lessor remodeling
and delivering control over the Expansion Space to Lessee as provided herein),
the Premises will be deemed expanded to include the Expansion Space. As
expanded, the Premises shall be deemed to comprise 5,811 r/s/f in total, which
shall all be referred to as Suite 100 (the Premises, as expanded, is depicted on
Exhibit "A" attached hereto).
3 CONDITION OF PREMISES; REMODELING. Lessee hereby acknowledges that Lessee
occupies and is conducting its business in the Suite 100 portion of the Premises
and hereby confirms that the Premises, as will be expanded, are in good order
and repair and satisfactory condition, and are hereby accepted in "AS IS" and
"WHERE IS" condition and configuration. Lessor, at its cost, shall complete the
following minor remodeling improvements in the Expansion Space:
(a) remove approximately 10' of interior wall;
(b) remove door leading into adjacent vacant space (the balance of Suite
110) and close door opening;
(c) create new drywall opening to combine the Expansion Space with the
original Premises;
(d) paint ceiling grid and replace ceiling tile with building standard;
(e) replace carpet and base with new building standard; and
(f) paint all walls and doorframes with two coats of latex paint.
In addition, at its cost, Lessor shall provide new building standard carpet
and base in that portion of the original Premises which is directly adjacent to
the Expansion Space (approximately 460 s/f). The parties acknowledge that Lessee
shall have possession and occupy and be in control of the Premises during the
course of any such remodeling work. All such work shall be done during normal
working hours, and coordinated by and through Lessor and/or contractors engaged
by Lessor.
4 EXTENSION OF LEASE TERM. The term of the Lease is hereby extended to run
through and expire on June 30, 2003.
5 BASE RENT. Through the balance of the Lease Term, the Base Rent shall be
adjusted to be payable in the following amounts:
Monthly
Base Rent
(a) through May 31, 2000 (unchanged @): $4,557.83
(b) from June 1, 2000 through December 31, 2000: $5,568.88
(c) from January 1, 2001 through December 31, 2001: $5,811.00
(d) from January 1, 2002 through June 30, 2003: $6,053.12
6 PRO-RATA SHARE; BASE YEAR. Effective as of June 1, 2000, Lessee's
Pro-Rata Share (for computing Excess Operating Expenses and Excess Taxes, if
any) shall be deemed to be 16.6% (the Building is comprised of approximately
34,978 r/s/f). Lessee's Base year shall remain the calendar year 1999.
7 TERMINATION OF OPTIONS. Any and all options, including but not limited to
rights of first refusal, extension options and/or early termination options,
which may have been applicable during any prior Lease Term, are hereby
terminated and deemed inapplicable and of no further force or effect.
8 RATIFICATION; ESTOPPEL; BINDING EFFECT. Lessee hereby acknowledges that
Lessee occupies and is conducting its business in the Premises and the Premises,
as currently constituted, are in good order and repair and satisfactory
condition and are accepted in their "as-is" "where-is" condition and
configuration. Lessee hereby confirms that the Lease is in full force and
effect, has not been changed, modified or amended, except as summarized above,
and is free from default by Lessor and/or Lessee. Lessee is not aware and has no
notice of any claim, litigation or proceeding pending or threatened against the
Premises or the Building or relating to the Lease, and there are no claims or
basis for allowances, concessions, offsets or entitlement under the Lease or
against Lessor or otherwise. Lessee is not aware of and has no notice of any
violation of any law or statute, code, ordinance or directive relating to the
use or conditions of the Premises or the Building or Lessee's operations
therein, and Lessee confirms that Lessee accepts the "as is" "where is"
condition and configuration of the Premises. Except as specifically amended as
provided herein, the Lease is hereby ratified and confirmed by the parties and
shall remain unchanged and in full force and effect for the Term, as extended,
subject to the terms and provisions thereof and hereof.
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9 BROKER. Lessee represents to Lessor that Lessee has not dealt with any
real estate broker, salesperson or finder in connection with the negotiation of
this Amendment other than Jury & Associates, Inc., and no other person or entity
representing Lessee is entitled to any compensation or commission in connection
herewith. Lessor shall be responsible for any commission due the above broker
and/or any other broker with whom Lessor has dealt.
10 SUBMISSION. Submission of this Amendment by Lessor or Lessee for
examination and/or execution shall not in any manner bind Lessor and no
obligation on Lessor shall arise under this Amendment until and unless this
Amendment is accepted and signed by an authorized agent of Lessor.
11 BINDING EFFECT. The Lease, as hereby amended, shall continue in full
force and effect, subject to the terms and provisions thereof and hereof, and
shall be binding upon and inure to the benefit of Lessor, Lessee and their
respective successors and permitted assigns.
12 CONFLICT; INTERPRETATION. In the event of any conflict between the terms
of the Lease and the terms of this ------------------------- Amendment, the
terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties have executed this AMENDMENT TO LEASE to be
effective as of the date first set forth above.
Lessor: Lessee:
Enterprise Properties, L.L.C., Pharmacy Buying Association, Inc.
a Missouri limited liability company a Missouri corporation
By: By:
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Xxxx X. Xxxxxx, its Manager Xxxx Xxxxx, its President and CEO/CFO
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