1
EXHIBIT 10.19
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (HEREINAFTER THE "FIFTH
AMENDMENT") IS MADE AND ENTERED INTO THIS 31ST DAY OF MARCH, 1999, BY AND
BETWEEN W. FRED WILLIAMS, TRUSTEE FOR THE BENEFIT OF HIGHWOODS/TENNESSEE
HOLDINGS, L.P. (successor-in-interest to 3401 Associates, L.P., a Tennessee
limited partnership, successor-in-interest to The Equitable Life Assurance
Society of the United States) as "LANDLORD", and CHILDREN'S COMPREHENSIVE
SERVICES, INC. (successor-in-interest to Vendell Healthcare, Inc.,
successor-in-interest to Rivendell of America, Inc.) as "TENANT".
WHEREAS, Landlord and Tenant entered into a certain Lease dated
September 26, 1989, and as subsequently amended on February 21, 1990, by that
"First Amendment to Lease" and on March 1, 1993, by that "Second Amendment to
Lease" and on October 26, 1993 by that "Third Amendment to Lease" and on March
11, 1999 by that "Fourth Amendment to Lease" (all hereinafter referred to as the
"Lease"), providing for the demise by Landlord to Tenant of office space in a
certain office building now commonly known and designated as 3401 West End
Avenue, Nashville, Tennessee (the "Building"), all as more specifically set
forth in the Lease; and
WHEREAS, Landlord and Tenant desire to expand the premises by 352
rentable square feet on the 5th floor; and
WHEREAS, Tenant will now occupy 18,551 rentable square feet on the 4th
floor of the East wing and 4,987 rentable square feet on the 5th floor of the
East wing.
NOW, THEREFORE, in consideration of mutual covenants and undertakings
hereinafter set forth by and between the parties hereto, the Lease is hereby
Amended as follows:
1. Amendment of Article I, "Lessee" Section. Line 5 of the Section
captioned "Lessee" in Article I of the Lease shall be amended to
provide the following:
"approximately 23,538 rentable square feet"
2. Amendment of Article II, "Base Rental" Section. The Section captioned
"Base Rental (a)" of Article II of the Lease shall be deleted and the
following substituted:
"The Tenant shall pay to the Landlord as Base Rent according
to the following schedule:"
(18,551 rsf on 4" floor)
From TO Rate Monthly Annually
------ -------- ------ ---------- -----------
6/1/99 5/31/00 $19.95 $30,841.04 $370,092.48
6/1/00 5/31/01 $20.55 $31,768.59 $381,223.08
6/1/01 5/31/02 $21.17 $32,727.06 $392,724.72
6/1/02 5/31/03 $21.80 $33,700.98 $404,411.76
6/1/03 5/31/04 $22.45 $34,705.83 $416,469.96
6/1/04 12/31/04 $23.13 $35,757.05 $250,299.35(7 mos)
2
(4,987 rsf on the 5th floor)
From TO Rate Monthly Annually
------ -------- ------ ---------- -----------
6/1/99 12/31/99 $16.00 $6,649.33 $ 46,545.31(7 mos)
1/1/00 5/31/00 $19.95 $8,290.89 $ 41,454.45(5 mos)
6/1/00 5/31/01 $20.55 $8,540.24 $102,482.88
6/1/01 5/31/02 $21.17 $8,797.90 $105,574.80
6/1/02 5/31/03 $21.80 $9,059.72 $108,716.64
6/1/03 5/31/04 $22.45 $9,329.85 $111,958.20
6/1/04 12/31/04 $23.13 $9,612.44 $ 67,287.08(7 mos)
* Current base year for this space will remain the same
through 12/31/99
(Storage Rent)
Suite Size Monthly Rent
----- ---- ------------
4B 281 rsf $187.33 p/m
5A 112 rsf $ 74.67 p/m
3. Amendment of Article II, "Net Rentable Area" Section. The Section
captioned "Net Rentable Area" of Article II of the Lease shall be
deleted and the following substituted:
"The Net Rentable Area of the Building shall, for all
purposes, be deemed to be 254,442 square feet, and the Net
Rentable Area of the Premises shall be deemed to be 23,538
square feet."
4. Temporary Space. Landlord will provide 3,586 rsf of space on the 1st
floor as temporary space. The rental rate will be $18.00 per rentable
square foot through 2/28/00. If Tenant remains in possession of the 1st
floor space beyond 2/28/00, unless caused by delays beyond Tenant's
control, then Landlord and Tenant will execute a separate agreement for
the 1st floor space to reflect market rates and lease term.
5. Definitions. Definitions and terms used in this Fifth Amendment shall
have the same definitions set forth in the Lease.
6. Incorporation. This Fifth Amendment shall be incorporated into and made
a part of the Lease and all provisions of this Lease not expressly
modified or amended shall remain in full force and effect.
3
IN WITNESS WHEREOF, the parties hereto have executed this Fifth
Amendment to Lease Agreement by proper person thereunto authorized to do so on
the day and year first written above.
LANDLORD:
W. FRED WILLIAMS, TRUSTEE FOR THE
BENEFIT OF HIGHWOODS/TENNESSEE HOLDINGS, L.P.
By:
---------------------------------------
W. Brian Reames, as Authorized Agent for
W. Fred Williams, Trustee, under that
certain Amended and Restated Trust
Agreement effective as of November 27,
1996 by and between Highwoods/Tennessee
Holdings, L.P. and W. Fred Williams
Title: Vice President
Date:
--------------------
TENANT:
CHILDREN'S COMPREHENSIVE SERVICES, INC.
(Assignee of Vendell Healthcare, Inc.)
By: /s/ Donald B Whitfield
---------------------------------------
Title: VP-Finance/CFO
---------------------------------------
Date: March 31, 1999
---------------------------------------