EXHIBIT 10.37
SECOND LEASE AMENDMENT
This SECOND LEASE AMENDMENT (the "Second Amendment") is executed as of this
31st day of December, 1998, by and between DUKE REALTY LIMITED PARTNERSHIP, an
Indiana limited partnership, by and through its general partner, Duke Realty
Investments, Inc., an Indiana corporation, authorized to do and doing business
in the State of Missouri, as Landlord (hereinafter "Landlord") and EXPRESS
SCRIPTS, INC., a Delaware corporation, authorized to do and doing business in
the State of Missouri, as Tenant (hereinafter "Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into a certain Office Lease dated as
of August 14, 1998 for all of the space in that certain Building (as defined in
said Office Lease) which Landlord is in the process of causing to be
constructed, which said Office Lease was heretofore amended by that certain
First Lease Amendment dated as of November 5, 1998 (the "First Amendment") (the
said Office Lease and the First Amendment being hereinafter referred to
collectively as the "Lease"); and
WHEREAS, Landlord and Tenant desire to further amend the Lease in the
limited respects hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and each act performed hereunder by the parties, Landlord and
Tenant hereby agree as follows:
1. Except as otherwise herein specifically provided, terms used in this
Second Lease Amendment shall have the meaning set forth in the Lease.
2. At the beginning of the second and third paragraphs of Section 3.11,
INSURANCE, the word "Landlord" shall be substituted for the word "Tenant". In
the tenth (10th) line of the second paragraph of Section 3.11, INSURANCE, the
word "Landlord" shall be substituted for the word "Tenant". The last sentence of
the second paragraph of Section 3.11, INSURANCE, shall be deleted in its
entirety. At the end of the fourth paragraph of Section 3.11, INSURANCE, before
the period the words "and Tenant" shall be added. At the end of the fifth
paragraph of Section 3.11, INSURANCE, the word "Tenant" shall be substituted for
the word "Landlord". At the beginning of the first and third lines of the sixth
paragraph of Section 3.11, INSURANCE, the word "Landlord" shall be substituted
for the word "Tenant". At the end of Section 3.11, INSURANCE shall be added the
following: "The reasonable cost of insurance required by the provisions of this
Section 3.11, INSURANCE to be provided by Landlord shall be paid by Tenant to
Landlord within thirty (30) days of receipt by Tenant of a statement, in
reasonable detail, as Additional Rent."
3. This Second Amendment shall be incorporated into and made apart of the
Lease. All provisions of the Lease not expressly modified or amended hereby
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Second Lease Amendment to
be executed as of the day and year first written above.
LANDLORD: DUKE REALTY LIMITED PARTNERSHIP,
an Indiana limited partnership
By: DUKE REALTY INVESTMENTS, INC.
an Indiana corporation,
(SEAL) its general partner
By: /s/ Gregory Thurman
ATTEST: W. Gregory Thurman
Vice President and General Manager,
/s/ James D. Echkoff St. Louis Office Group
James D. Eckhoff
Vice President
and Corporate Attorney
TENANT: EXPRESS SCRIPTS, INC.,
a Delaware corporation
(SEAL) By: /s/ Barrett Toan
Barrett Toan, President
ATTEST:
/s/ Thomas M. Boudreau
Thomas M. Boudreau
Secretary
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 12th day of February 1999, before me personally appeared W. GREGORY
THURMAN, to me personally known, who, being by me duly sworn, did say that he is
Vice President and General Manager, St. Louis Office Group of DUKE REALTY
LIMITED PARTNERSHIP, an Indiana limited partnership, and general partner in DUKE
REALTY INVESTMENTS, INC., an Indiana corporation, and that the seal affixed to
the foregoing SECOND LEASE AMENDMENT is the corporate seal of said corporation,
and that said SECOND LEASE AMENDMENT was signed and sealed on behalf of said
limited partnership and said corporation, by authority of its Board of
Directors, and said W. GREGORY Thurman acknowledged said SECOND LEASE AMENDMENT
to be the free act and deed of the said limited partnership and said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State aforesaid, the day and year first above written.
/s/ Kathleen M. Wade
Notary Public
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 25th day of January 1999, before me appeared BARRETT TOAN, to me
personally known, who, being by my duly sworn, did say that he is the President
of EXPRESS SCRIPTS, INC., a corporation of the State of Delaware, and that the
seal affixed to the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors; and said BARRETT TOAN
acknowledged said instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State aforesaid, the day and year first above written.
/s/ Kathleen M. Dolan
Notary Public