THIS
AMENDMENT (the “ Amendment ”) , made
as of OCTOBER 15 TH 2002 by and between PURCHASE CORPORATE PARK
ASSOCIATES, L.P., a New York limited partnership having an
office at Two Manhattanville Road, Purchase, New York 10577
(“ Landlord ”), and INTEGRAMED
AMERICA, INC. a Delaware corporation formerly known as IVF
America, Inc., having an office at One Manhattanville Road,
Purchase, New York 10577 (“ Tenant”).
WHEREAS,
by Agreement of Lease, dated as of September 27, 1994 (the
“ Original Lease ”) , and amended on
January 20, 1995 and on August 23, 1999 (as previously
amended and as amended hereby, the “ Lease
”), Landlord did demise and let unto Tenant, and Tenant
did hire and take from Landlord, a portion of the first floor
located at One Manhattanville Road, Purchase, New York (the
“ Prior Premises ”) and a portion of the
storage area at Four Manhattanville Road, Purchase, New York
consisting of 450 rentable square feet (the “ Storage
Area ”) , said buildings being part of a development
known as the Centre at Purchase more particularly described in the
Lease; and
WHEREAS,
Tenant is desirous of surrendering the Prior Premises, retaining
the Storage Area, and moving into new premises (the “
New Premises ”) as more particularly described on
Exhibit A to this Amendment, consisting of a
portion of the third floor in the building known as 2
Manhattanville Road, Purchase, New York (the “
Building ” or the “ A/B Building
”) , and Landlord is willing to prepare the New Premises
for Tenant’s occupancy and to lease the New Premises and the
Storage Area (which after the Effective Date shall be,
collectively, the “ Premises ” or the
“demised premises”) to Tenant, all as more
particularly set forth in this Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained and of the sum of Ten Dollars ($10.00) paid by Tenant to
Landlord, and for other good and valuable consideration, the mutual
receipt and legal sufficiency of which is hereby acknowledged,
Landlord and Tenant, for themselves, their legal representatives,
successors and assigns, hereby agree as follows:
1. All
capitalized terms used herein shall have the meanings ascribed to
them in the Lease, unless otherwise defined herein.
2. Article 2
of the Lease is restated as follows:
2.1. “The
New Premises shall be completed and prepared for Tenant’s
occupancy in the manner, and subject to the terms, conditions and
covenants, set forth in Exhibits B and B-1 annexed
hereto.
2.2. The New
Premises shall be deemed substantially ready for occupancy when (i)
“ Landlord’s Work ” (as such term
is defined in Exhibit B annexed hereto) shall
have been substantially completed and (ii) a certificate of
occupancy or similar certificate or permit (temporary or final)
shall have been issued by the appropriate local authority
permitting lawful occupancy of the New Premises. Landlord’s
Work shall be deemed to have been substantially completed
(i) despite the fact that minor or insubstantial details of
construction, decoration or mechanical adjustment remain to be
performed, provided the New Premises are accessible and usable
(Landlord will diligently complete such details of construction,
decoration or mechanical adjustment), and (ii) if
Landlord’s Work has been substantially completed except for
portions thereof which under good construction scheduling practice
should be done after still uncompleted work which Tenant wishes to
perform at the New Premises. If, as of the Effective Date, Landlord
shall have obtained only a temporary certificate of occupancy with
respect to the New Premises, Landlord shall diligently thereafter
attempt to obtain a permanent certificate of occupancy
therefor.
2.3. The “
Effective Date ” shall be deemed to have
occurred on the date (and Tenant shall be obligated to pay fixed
annual rent and additional rent as of such date at the rates set
forth in this Amendment) when the New Premises reasonably would
have been substantially ready for occupancy except for
“Tenant’s Delay” (as such term is defined in
Exhibit B hereof) or Tenant’s failure of
compliance with the provisions of Exhibit B
hereof, even though no certificate of occupancy or other similar
certificate or permit (temporary or final) has been issued or no
work to be done by Landlord has been commenced or
completed.
2.4. Tenant shall
surrender the Prior Premises within fifteen (15) days after
the Effective Date in compliance with the provisions of
Article 28 of the Original Lease. Upon such surrender, the
Prior Premises shall no longer be demised hereunder and rent and
additional rent shall be payable as provided in the Lease as
modified by this Amendment. If Tenant fails to timely deliver the
Prior Premises, until such time as the Prior Premises are
surrendered in such compliance, Tenant shall continue to pay rent
and additional rent for the Prior Premises as provided in the
Original Lease as well as pay rent and additional rent as provided
in the Original Lease as modified by this Amendment.
2.5. Landlord
shall, in accordance with the foregoing, fix the Effective Date and
shall notify Tenant of the date so
fixed. When the
Effective Date has been so determined, at Landlord’s request,
the parties hereto shall within fifteen (15) days after such
request, execute a written agreement confirming such date as the
Effective Date. Any failure of the parties to execute such written
agreement shall not affect the validity of the Effective Date as
fixed and determined by Landlord as aforesaid.
2.6. Tenant by
entering into occupancy of the New Premises shall be conclusively
deemed to have agreed that Landlord up to the time of such
occupancy had performed all of its obligations hereunder and that
the New Premises were in satisfactory condition as of the date of
such occupancy, unless within (a) ten (10) days after
such date Tenant shall give written notice (hereinafter called the
“ Punchlist Notice ”) to Landlord
specifying the respects in which the same were not in satisfactory
condition, or (b) six (6) months from such date Tenant
shall give notice to Landlord (hereinafter called the “
Latent Defects Notice ”) specifying the latent
defects in the New Premises, in which event the New Premises shall
be conclusively deemed to be in satisfactory condition except for
the items set forth in the Punchlist Notice or Latent Defects
Notice which items Landlord shall act diligently to complete or
correct
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