EXHIBIT 10.7
INDUSTRIAL LEASE AGREEMENT
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THIS LEASE is entered into this 16/th/ day of October, 1998, in
consideration of the covenants and undertakings of each of the parties hereto by
and between Xxxx Devco L.P., a Tennessee Limited Partnership, hereinafter
referred to as "Landlord", and Planet Rx, Inc., a Delaware Corporation,
hereinafter referred to as "Tenant";
WITNESSETH:
Landlord owns, operates or controls certain real property located in
the City of Memphis, County of Shelby and State of Tennessee located at 0000
Xxxxxx Xxxx, Xxxxx 000, within the Xxxxxx Xxxx Industrial Park (the "Property");
and
WHEREAS, Tenant desires to lease from Landlord space within the
development or building described above, which is more particularly shown on
Exhibit A hereto and is more particularly described in Part 1 below.
NOW, THEREFORE, Landlord and Tenant agree as follows:
PART 1
PREMISES
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In consideration of the rent and other agreements contained in this
Lease, Landlord leases to Tenant and Tenant rents from Landlord the premises
(hereinafter the "Premises") described as follows:
Located at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxx. The
Premises contain approximately 25,000 square feet of area.
The Premises are designated on Exhibit A hereto for the purpose of
setting forth the configuration and approximate dimensions of the space and
shall be improved or otherwise prepared for occupancy by Tenant in accordance
with Exhibit C which sets out any work improvements to be implemented by
Landlord and the cost, if any, to Tenant.
PART 2
TERM
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Subject to the terms and conditions contained herein, this Lease shall
be effective on the date of the complete execution hereof by Landlord and
Tenant, but the term of this Lease and the payment of Base Rental and other
assessments shall begin on the commencement date
(the "Commencement Date") which shall be the earlier of (i) the date on which
Tenant occupies the Premises, or (ii) fifteen (15) days after Landlord tenders
delivery of the Premises to Tenant. Tender of delivery shall have occurred on
the date Landlord notifies Tenant that Landlord has substantially completed any
improvements to be implemented by Landlord pursuant to Exhibit C subject to
minor punchlist items.
If the Commencement Date occurs on the first day of a month, the term
shall expire without notice on the last day of the previous calendar month five
(5) years hence, and if the Commencement Date occurs on a day other than the
first day of a month, the term shall expire without notice on the last day of
the calendar month in which the Commencement Date occurs five (5) years hence.
In the event Landlord is unable to deliver the Premises to Tenant on
or prior to the Commencement Date, Tenant's sole right and remedy shall be to
delay the commencement of the term by the number of days that delivery of
possession is delayed. Tenant acknowledges that Landlord shall use diligent
efforts to deliver the premises as provided herein however actions of parties in
possession or delays in construction may effect Landlord's ability to deliver
the Premises to Tenant.
Any access by Tenant to the Premises prior to the Commencement Date
shall be upon all of the terms, covenants and conditions of this Lease, except
only the payment of Base Rental and Additional Charges. Tenant shall pay all
utility charges related to the premises which accrue from and after Landlord's
tender of possession.
Landlord and Tenant agree that, upon the demand of the other party,
each shall execute an amendment to this Lease, in recordable form, setting forth
the Commencement Date and the termination date of the Lease term.
PART 3
RENT, TAXES AND INSURANCE
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Tenant covenants and agrees that without demand, notice or set off,
Tenant shall pay to Landlord minimum annual rental (hereinafter the "Base
Rental") in the amounts as follows:
Base Rental in the amount of ONE HUNDRED FORTY THOUSAND AND 04/100
DOLLARS ($140,000.04) per annum, payable in equal monthly installments of ELEVEN
THOUSAND SIX HUNDRED SIXTY SIX AND 67/100 DOLLARS ($11,666.67) per month in
advance on or before the first day of each month throughout the term of this
Lease.
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Additionally, Tenant shall pay to Landlord its Proportionate Share (as
defined in the General Lease Provisions) of Real Estate Taxes and Assessments
(as defined in the General Lease Provisions) and Tenant shall pay to Landlord
its Proportionate Share of Landlord's Annual insurance premiums which amounts
shall be paid as provided in Article 1 of the General Lease Provisions.
All rental payments and payments of Additional Charges hereunder shall
be sent to:
Xxxx Devco L.P.
Attn: Accounts Receivable Department
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxx 00000-0000
or to such other addresses as Landlord may direct in writing from time
to time:
PART 4
USE AND OPERATION
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The Premises shall be used continuously only for the following use:
general offices, packaging, and distribution of pharmacy drugs.
PART 5
NOTICES
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All notices required or provided for under this Lease shall be given
in the manner as prescribed by the notice requirements of the General Lease
Provisions, addressed to the following addresses:
To Landlord: To Tenant:
Xxxx Devco L.P. Planet Rx, Inc.
x/x Xxxx Xxxxxxxxxxx 0000 Xxxxxx Xxxx, Xxxxx 000
000 Xxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000
Xxxxxxx, Xxxxxxxxx 00000 ATTENTION: Xxxx Xxxxxxx, President
ATTENTION: Xxxxxx X. Xxxx
or to such other addresses as Landlord or Tenant may direct in writing from time
to time:
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PART 6
REAL ESTATE AGENT
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This Lease was negotiated by XXXX REALTY COMPANY, L.L.C.., represented
by, Xxxxx Xxxx acting as agent for Landlord and Landlord agrees to pay said XXXX
REALTY COMPANY, L.L.C, a commission in accordance with the agreement between
Landlord and XXXX REALTY COMPANY, L.L.C..
PART 7
ENTIRE AGREEMENT
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This Lease includes the Lease Agreement, Exhibit A (drawing or
description of the Property showing the general location of the Premises),
Exhibit B (General Lease Provisions), Exhibit C (which delineates the
construction requirements of the parties, if any). The foregoing constitute all
of the agreements and conditions made between the parties hereto and no
representations or statements claimed to have been made and not herein contained
shall modify this Lease in any way.
IN TESTIMONY WHEREOF the above named Landlord and the above named
Tenant have executed this and three (3) other original instruments of identical
year and date, on the day and year set forth on page 1 of this Lease.
LANDLORD: Xxxx Devco L.P.
BY: XXXX INVESTCO, L.P., Limited Partnership
BY: URCO, INC., Limited Partnership
By: _________________________________
Xxxxxx X. Xxxxxx, Vice President
By: _________________________________
Xxxxxx X. Xxxx, President
TENANT: Planet Rx, Inc.
By: _________________________________
Xxxx Xxxxxxx, President
Exhibits: A. Site Plan and/or Floor Plan
B. General Lease Provisions
C. Construction Exhibit (if applicable)
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STATE OF TENNESSEE
COUNTY OF SHELBY
Before me, a Notary Public of the State and County aforesaid,
personally appeared XXXXXX X. XXXXXX AND XXXXXX X. XXXX, VICE PRESIDENT AND
PRESIDENT, respectively of URCO, INC., a Tennessee corporation, said corporation
is the general partner of XXXX INVESTCO L.P., a Tennessee limited partnership,
the general partner of XXXX DEVCO L.P., a Tennessee limited partnership, with
whom I am personally acquainted, and who, upon oath acknowledged that they are
the VICE PRESIDENT AND PRESIDENT, respectively of URCO, INC., General Partner of
XXXX INVESTCO L.P., the general partner of XXXX DEVCO L.P., and that they as
such VICE PRESIDENT AND PRESIDENT, respectively, executed the foregoing
instrument for the purpose therein contained by signing the name of such
partnerships by such corporation, by themselves as VICE PRESIDENT AND PRESIDENT,
respectively, of such corporation.
WITNESS my hand and Notarial Seal, at office in Memphis, Tennessee, this,
the 16/th/ day of October, 1998.
_________________________________________
Notary Public
My Commission Expires: _________________
STATE OF TENNESSEE
COUNTY OF SHELBY
Before me, a Notary Public of the State and County aforesaid, personally
appeared XXXX XXXXXXX, 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 PRESIDENT of PLANET RX, INC., the named
bargainor, a California corporation, and that he executed the foregoing
instrument for the purpose therein contained by signing the name of such
corporation by himself as such PRESIDENT.
Witness my hand, at office, this, the 11/th/ day of October, 1998.
_________________________________________
Notary Public
My Commission Expires: _________________
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