FIRST LEASE AMENDMENT
THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 24th day
of February 2000 by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an
Indiana limited partnership ("Landlord"), and CONTINENTAL MANAGED PHARMACY
SERVICES, INC., an Ohio corporation ("Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease
contemporaneously with this Amendment (collectively, the "Lease"), whereby
Tenant has leased from landlord certain premises consisting of approximately
74,780 rentable square feet (the "Leased Premises") located in Building No. 132,
2787 Charter Street, Columbus, Ohio 43228, located in Westbelt West Commerce
Center; and
WHEREAS, Landlord and Tenant desire to incorporate additional
provisions and to make certain modifications in the Lease;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and each act performed hereunder by the parties,
Landlord and Tenant hereby enter into this Amendment.
1. Amendment of Section 1.01L. Basic Lease Provisions. Address for
Notices. Section 1.01L of the Lease is hereby amended by incorporating the
following after the mailing address for Guarantor:
Guarantor's Lender: General Electric Capital Corporation
Attention: MIM Account Manager
2325 Lakeview Parkway, Suite 700
Alpharetta, GA 30004-1976
With a copy to:
General Electric Capital Corporation
Attention: Corporate Counsel-Commercial Finance
201 High Ridge Road
Stamford, Connecticut 06927-5100
2. Amendment of Section 16.03. Guaranty. Section 16.03 of the Lease is
hereby amended by incorporating the following as a second paragraph to this
section: Landlord agrees to send (at the address specified in Section 1.01L of
the Lease) General Electric Capital Corporation, (together with its successors
and assigns "Lender"), as agent for Guarantor's primary lender, copies of all
default notices required to be given to Tenant under the Lease and copies of all
notices required to be given to Guarantor under the Guaranty and at the same
time such notices are to be given to Tenant and/or Guarantor under the Lease and
Guaranty, respectively. Landlord and Tenant further agree that with respect to
any amendment of the Lease which increases Tenant's Minimum Annual Rent,
increases Tenant's Additional Rent, extends the Lease Term, expands the Leased
Premises, or accelerates the payment or amortization of Tenant's Minimum Annual
Rent, Landlord and Tenant shall secure the consent of the Lender.
Notwithstanding the foregoing, Landlord shall have no obligation to provide
Lender with notice or seek Lender's consent, with respect to any issues other
than as expressly contemplated by Section 16.03 of the Lease or expressly
contemplated in the Guaranty.
3. Amendment of Section 16.15 Early Occupancy. Section 16.15 of the
Lease is hereby amended to provide that Tenant may take possession of the Leased
Premises on April 11, 2000 for the purpose of installing Tenant's racking in the
Leased Premises and Tenant may take possession and occupancy of the Leased
Premises for purposes of conducting its business operations within the Leased
Premises on April 26, 2000. All other terms and conditions stated in Section
16.15 of the Lease shall remain unchanged.
4. Amendment of Article 16. Article 16 of the Lease is hereby amended
by adding the following sections: Section 16.19 Miscellaneous. Landlord and
Tenant hereby acknowledge and agree that any sums due, performance costs,
financial obligation, damages or liability arising from Tenant's failure to
perform any of the terms or conditions defined in this Lease shall be paid to
Landlord as additional rent under the Lease.
5. Tenant's Representations and Warranties. The undersigned represents
and warrants to Landlord that (i) Tenant is duly organized, validly existing and
in good standing in accordance with the laws of the state under which it was
organized; (ii) all action necessary to authorize the execution of this
Amendment has been taken by Tenant; and (iii) the individual executing and
delivering this Amendment on behalf of Tenant has been authorized to do so, and
such execution and delivery shall bind Tenant. Tenant, at Landlord's request,
shall provide Landlord with evidence of such authority.
6. Examination of Amendment. Submission of this instrument for
examination or signature to Tenant does not constitute a reservation or option,
and it is not effective until execution by and delivery to both Landlord and
Tenant.
7. Definitions. Except as otherwise provided herein, the capitalized
terms used in this Amendment shall have the definitions set forth in the Lease.
8. Incorporation. This Amendment shall be incorporated into and made a
part of the Lease, and 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 Amendment to be executed on the day and year first
written above. LANDLORD:
DUKE-WEEKS REALTY LIMITED PARTNERSHIP,
an Indiana limited partnership
By: Duke-Weeks Realty Corporation,
its General Partner
By: /s/ J. Kurt Dehner
----------------------
J. Kurt Dehner
Senior Vice-President
Columbus Industrial
TENANT:
CONTINENTAL MANAGED PHARMACY SERVICES, INC.,
an Ohio corporation
By: /s/ Russel J. Corvese
-----------------------
Printed: Russel J. Corvese
Title: Senior Vice President