FIRST AMENDMENT TO LEASE AGREEMENT
Exhibit
10.4
FIRST
AMENDMENT TO LEASE AGREEMENT
This
First Amendment to Lease Agreement (the "First Amendment") is made this 17
day
of May 2005 by and between XXXXXX
HILLS IV PARTNERS,
a
Tennessee general partnership (hereinafter called "Landlord") and CHD
MERIDIAN HEALTHCARE, LLC,
a
Delaware corporation (hereinafter called "Tenant"). Landlord acknowledges and
agrees that CHD
Meridian Healthcare, LLC is
a
successor to Meridian
Occupational Healthcare Associates, Inc.,
under
the Lease.
W
I T N E
S S E T H:
Whereas,
the parties entered into that certain Lease Agreement dated January 25, 2002
(the "Original Lease"), whereby Landlord leased to Tenant the space described
therein consisting of 26,546 rentable square feet on the first and second floors
(the "Original Leased Premises") in Xxxxxx Hills IV Xxxxxx Xxxxxxxx, 00 Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx (the "Building");
Whereas,
Tenant has given notice that it requires additional space within the Building
and has proposed to include within the Leased Premises additional vacant space
on the 1st floor of the Building consisting of 4,376 rentable square feet as
shown on Exhibit A attached hereto (the “Additional Space”) and has agreed to
commence payment of rent of such Additional Space on July 1, 2005.
Whereas,
Landlord has agreed to proceed to rent such Additional Space to Tenant subject
to the terms and conditions hereinafter set forth, including the extension
of
the Term of the Original Lease so that the Term shall expire on June 30,
2010.
Whereas
the parties desire to enter into this First Amendment in order to set forth
the
specific terms and conditions by which the Original Lease shall be amended
in
order to effectuate the foregoing;
Now,
therefore in consideration of the premises and mutual covenants herein contained
and other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties do hereby agree to amend the Original
Lease
as follows:
| 1. |
Revision
of Basic Lease Provisions.
The Original Lease is hereby amended and restated as follows, with
these
amendments taking effect on the later of July 1, 2005, or upon
delivery of the expansion space, and to be documented in a Commencement
Letter Agreement, Section 1.02 of the Original Lease shall be deemed
amended and restated as follows:
|
Section
1.02. Basic Lease Provisions.
|
A.
|
Building Name: | Xxxxxx Hills IV | |
|
Address:
|
00
Xxxxxx Xxxxx Xxxxxxxxx
|
||
|
Xxxxxxxxx,
XX 00000
|
| B. |
Rentable
Area of Leased Premises: 30,922 square
feet;
|
| C. |
Building
Expense Percentage: 22.91%
(30,922/135,000);
|
| D. |
Minimum
Annual Rent:
|
|
Lease
Year (Months)
|
Base
Rate
|
Minimum
Annual Rental
|
|
1
(12/1/02-11/30/03)
2
(12/1/03-11/30/04)
3
(12/1/04-06/30/05)
3
(07/1/05-11/30/05)
4
(12/1/05-11/30/06)
5
(12/1/06-11/30/07)
6
(12/1/07-11/30/08)
7
(12/1/08-11/30/09)
8
(12/1/09-06/30/10)
|
$11.00/RSF
$24.00/RSF
$24.00/RSF
$24.00/RSF
$26.00/RSF
$26.00/RSF
$27.00/RSF
$27.00/RSF
$27.00/RSF
|
$292,006.00
$637,104.00
$371,644.00*
$309,220.00**
$803,972.00
$803,972.00
$834,894.00
$834,894.00
$487,021.50***
|
*First
seven (7) months only of Lease Year 3.
**Last
five (5) months only of Lease Year 3.
***First
seven (7) months only of Lease Year 8.
| E. |
Monthly
Rental Installments:
|
|
Months
|
Monthly
Rental Installments
|
|
1-12
(12/1/02-11/30/03)
13-24
(12/1/03-11/30/04)
25-31
(12/1/04-06/30/05)
32-36
(07/1/05-11/30/05)
37-48
(12/1/05-11/30/06)
49-60
(12/1/06-11/30/07)
61-72
(12/1/07-11/30/08)
73-84
(12/1/08-11/30/09)
85-91
(12/1/09-06/30/10)
|
$24,333.83
$53,092.00
$53,092.00
$61,844.00
$66,997.67
$66,997.67
$69,574.50
$69,574.50
$69,574.50
|
| F. |
Term:
Seven (7) years and seven (7) months (December 1, 2002 through June
30,
2010);
|
| G. |
Commencement
Date: December 1, 2002;
|
| H. |
Security
Deposit: $36,204.00 is payable as the security deposit, and is due
upon
execution of this Lease. See Article 4 for requirements for
refund.
|
| I. |
Brokers:
Xxxx X. Xxxxxx & Company, as Landlord’s
Broker;
|
| J. |
Permitted
Use: General office purposes;
|
| K. |
Space
Plan Approval Date: March 1, 2002 (See Exhibit
B);
|
| L. |
Options:
One (1) Five-Year Extension Option (See Section 2.07);
|
| M. |
Expiration
Date: June 30, 2010;
|
| N. |
Address
for payments and notices:
|
|
Landlord:
|
Xxxxxx
Hills IV Partners
|
|
|
x/x
Xxxx X. Xxxxxx & Xxxxxxx
|
||
|
Xxxxxx
Xxxxx, Xxxxx 0000
|
||
|
0000
Xxxx Xxx Xxxxxx
|
||
|
Xxxxxxxxx,
XX 00000
|
||
|
Tenant:
|
CHD
Meridian HealthCare
|
|
|
Xxxxxx
Hills IV Office Building
|
||
|
00
Xxxxxx Xxxxx Xxxxxxxxx,
|
||
|
Xxxxx
000
|
||
|
Xxxxxxxxx,
XX 00000
|
| O. |
Delinquency
Interest Rate: An annual percentage rate of interest equal to three
percentage points (3%) in excess of the "Prime Rate" from time to
time
published in the Money Rates section of The Wall Street Journal,
which
rate as published on the last publication day in any month shall
be deemed
to be the appropriate reference rate for the entire next succeeding
calendar month; provided, however, that in no event shall the Delinquency
Interest Rate exceed the maximum contract rate of interest from time
to
time allowed to be charged under applicable law. Should The Wall
Street
Journal cease publication of its Prime Rate, the Landlord shall have
the
right to designate a comparable reference
rate.
|
| P. |
Lease
Month: The calendar month or partial calendar month in which the
Commencement Date occurs, and each subsequent calendar month during
the
Term.
|
| Q. |
Lease
Year: The period ending on the last day of the twelfth (12th)
month after the month in which the Commencement Date occurs, and
the
successive annual period(s), if any, ending on each subsequent anniversary
of said date.
|
| 2. |
Build-Out
and Allowance for Additional Space.
Notwithstanding any provision to the contrary in the Lease or in
the Work
Letter Agreement attached as Exhibit F to the Original Lease, Landlord
shall cause the Landlord’s Contractor to construct the tenant improvements
for the Additional Space in accordance with plans and specifications
approved by Landlord and Tenant, Landlord shall be obligated to provide
an
allowance (the “Additional Space Allowance”) of only $22.00 per rentable
square foot for the 4,376 rentable square feet of Additional Space
added
to the Leased Premises by this First Amendment (in lieu of the Turnkey
Allowance provided for in the Original Lease), Tenant shall be obligated
to pay all costs incurred by Landlord or Landlord’s Contractor in excess
of such Additional Space Allowance, and the Lease and Work Letter
Agreement are hereby amended in all respects to incorporate the foregoing
terms.
|
| 3. |
Additional
Space Added to Leased Premises.
From and after July 1, 2005, all references to Leased Premises in
the
Original Lease shall be deemed to include the Additional Space, and
Exhibit A-2 to the Original Lease shall be deemed to be amended to
include
the Additional Space as depicted on Exhibit A attached
hereto.
|
| 4. |
Controlling
Provisions.
To the extent the provisions of this First Amendment are inconsistent
with
the Original Lease, the terms of this First Amendment shall
control.
|
| 5. |
Authority.
Landlord and Tenant affirm and covenant that each has the authority
to
enter into this First Amendment and to abide by the terms hereof,
and that
the signatories hereto are authorized representatives of their respective
entities empowered by their respective entities to execute this First
Amendment.
|
| 6. |
Force
and Effect.
Except as if expressly amended and modified herein, all other terms,
covenants and conditions of the Original Lease shall remain in full
force
and effect.
|
| 7. |
Successors
and Assigns.
The conditions, covenants and agreements contained herein shall be
binding
upon the parties hereto and their respective successors and
assigns.
|
| 8. |
Right
Of First Offer.
Tenant shall have the following expansion
right:
|
(a) Right
of
First Offer. Provided that Tenant is not in default of this Lease, and subject
to the existing rights (if any) of other tenants in the Building, Tenant shall
have the Right of First Offer on any available space that is in the Xxxxxx
Hills
IV Building (the "First Offer Space"). If the space is to be vacated and
available, Landlord shall provide Tenant with written notice specifying such
availability. Tenant shall then have ten (10) days from the date of receipt
of
Landlord's written notice to exercise its Right of First Offer on the First
Offer Space. Tenant shall exercise its Right of First Offer by giving Landlord
written notice of its intent to exercise the right within ten (10) days of
receipt of notice. If Tenant does not exercise its Right of First Offer,
Landlord shall have the right to lease the First Offer Space to a third
party.
(b) Terms
of
First Offer Lease. If Tenant exercises its Right of First Offer by responding
in
writing to Landlord's written notice of the right within the ten (10) day
period, Landlord and Tenant shall commence good faith negotiations of the lease
for the First Offer Space.
[END
OF
TEXT; SIGNATURES APPEAR ON THE FOLLOWING PAGE]
SIGNATURE
PAGE FOR FIRST AMENDMENT TO LEASE
BETWEEN
XXXXXX HILLS IV PARTNERS
AND
MERIDIAN OCCUPATIONAL HEALTHCARE ASSOCIATES, INC.
In
witness whereof, the parties hereto have executed this First Amendment to Lease
Agreement as of the day and year first above written.
|
LANDLORD:
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|||
|
XXXXXX
HILLS IV PARTNERS
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|||
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By:
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/s/
Xxxx Xxxxxx, CFO/Partner
|
||
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In
lieu of
|
Xxxx
X. Xxxxxx,
|
||
|
Managing
General Partner
|
|||
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TENANT:
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|||
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CHD
MERIDIAN HEALTHCARE, LLC
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|||
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By:
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/s/Xxxxx
Xxxxxx
|
||
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Title:
|
Vice
President
|
||
STATE
OF
TENNESSEE
COUNTY
OF
DAVIDSON
Personally
appeared before me, the undersigned, a Notary Public in and for the State and
County aforesaid, Xxxx Xxxxxx, as Managing Partner of XXXXXX
HILLS IV PARTNERS,
the
within named bargainer, a general partnership, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and that
as
such partner, he executed the foregoing instrument for the purposes therein
contained, by signing the name of the partnership by himself as such
partner.
WITNESS
my hand, at office, this 18th
day of
May 2005.
|
illegible
|
|
|
Notary
Public
|
My
Commission Expires:
July
29,
2006
STATE
OF
TENNESSEE
COUNTY
OF
DAVIDSON
Before
me, the undersigned, a Notary Public in and for the State and County aforesaid,
personally appeared Xxxxx Xxxxxx with whom I am personally acquainted (or proved
to me on the basis of satisfactory evidence), and who, upon oath, acknowledged
himself to be the Vice President of CHD
MERIDIAN HEALTHCARE, LLC, the
within named bargainer, a corporation, and that as such officer, he executed
the
foregoing instrument for the purposes therein contained, by signing the name
of
corporation as such officer.
WITNESS
my hand, at office, this 18th
day of
May 2005.
|
illegible
|
|
|
Notary
Public
|
My
Commission Expires:
September
22, 2007
