EXHIBIT 99.2
AMENDMENT TO FOURTH AMENDMENT AND RESTATEMENT OF LEASE
THIS AMENDMENT TO FOURTH AMENDMENT AND RESTATEMENT OF LEASE (THIS
"AMENDMENT") IS MADE AND ENTERED INTO AS OF THIS 6TH DAY OF FEBRUARY, 1998 BY
AND BETWEEN ASAHI SEIMEI PRUDENTIAL ASSOCIATES, NUMBER THREE ("LANDLORD") AND
THE XXXXXXX XXXXX XXXXXX LABORATORY, INC. ("TENANT").
RECITALS
A. Landlord's predecessor and Tenant entered into that certain Fourth
Amendment and Restatement of Lease, dated as of July 1, 1981 (the "Lease"),
pursuant to which Tenant leases premises from Landlord at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx, upon the terms and conditions set forth in the Lease.
Capitalized terms that are not otherwise defined in this Amendment shall have
the same meanings herein as are ascribed to such terms in the Lease.
B. Landlord and Tenant have discussed Landlord's desire to market the
Property, and, in exchange for the consideration payable by Landlord as
described below, Tenant is willing to waive certain options to purchase the
Property which are set forth in the Lease, upon any sale of the Property that
may occur within one year from the date hereof.
C. Landlord and Tenant desire to further amend the Lease as set forth
herein.
AGREEMENTS
NOW THEREFORE, for and in consideration of the Recitals set froth
above, the mutual covenants contained herein and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which hereby are
acknowledged, Landlord and Tenant hereby agree as follows:
1. RECITALS INCORPORATED. The Recitals set forth above are incorporated
in this Amendment and shall be deemed terms and provisions hereof, to the same
extent as if fully set forth in this Paragraph 1.
2. OPTION WAIVER CONSIDERATION. Upon the mutual execution and deliver
of this Agreement, Tenant shall have the right to deduct from the next monthly
installment of Annual Fixed Rent due under the Lease, the sum of the One Hundred
Twenty-Five Thousand Dollars ($125,000).
3. TENANT'S LIMITED WAIVER OF CERTAIN PURCHASE OPTIONS. Tenant hereby
irrevocably waives and forever relinquishes any and all rights of Tenant under
Section 2.10.1 and
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Section 2.10.2 of the Lease (the "Purchase Options"), BUT ONLY to the extent
such rights would apply to Landlord's marketing and sale of the Property during
the period commencing on the date hereof and terminating on the one-year
anniversary of the date hereof (the "Free Transfer Period"). Accordingly,
provided that such sale or transfer closes (i.e., the recordation of a deed or
deeds from Landlord to a purchaser, or, if applicable, the delivery of
assignments of ownership interests by Landlord's partners to a purchaser) not
later than the last day of the Free Transfer Period, Landlord shall have the
right during the Free Transfer Period to sell or transfer its interest in the
Property free and clear of the Purchase Options. Upon the closing of any such
sale or transfer during the Free Transfer Period, or if no sale or other
transfer of the Property closes during the Free Transfer Period, Tenant's rights
under the Purchase Options shall be reinstated and in full force and effect with
respect to any future sales of the Property to a third party, subject to and in
accordance with the terms of the Lease.
4. MISCELLANEOUS. This Amendment modifies and amends the Lease. The
terms and provisions hereof shall supersede any contrary terms and provisions
contained in the Lease. The Lease, as hereby amended and modified, is hereby
ratified and remains in full force and effect. The provisions of this Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respect successors and permitted assigns. No provision of this Amendment shall
be construed against any party on the ground that such party (or its counsel)
drafted such provision or caused it to be drafted. The titles of the Paragraphs
hereto have been inserted as a matter of convenience of reference only, and
shall not control or affect the meaning, interpretation or construction of this
Amendment. This Amendment may be executed and delivered in any number of
counterparts, each of which shall be considered an original but all of which
shall constitute a single agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
LANDLORD ASAHI SEIMEI PRUDENTIAL ASSOCIATES, NUMBER
THREE
BY: THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxx X. Xxx
-------------------------------------
Name: XXXXX X. XXX
Title: VICE PRESIDENT
TENANT THE XXXXXXX XXXXX XXXXXX LABORATORY, INC.
By: /s/ X.X. Xxxxxxxx
-------------------------------------
Name: X.X. XXXXXXXX
Title: VICE PRESIDENT AND TREASURER
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