Exhibit 10.3
FIRST AMENDMENT TO SUBLEASE
AGREEMENT
This
FIRST AMENDMENT TO SUBLEASE AGREEMENT (this “
Amendment ”) is made and entered into as of this 15
th day of January, 2008 by and between REHABCARE GROUP,
INC., a Delaware corporation (“ Sublessor ”) and
PRACTICE MANAGEMENT PARTNERS, INC., a Maryland corporation (“
Sublessee ”).
WHEREAS,
pursuant to that certain Office Lease agreement (the “
Primary Lease ”) dated October 23, 2003 by and between
Hill Management Services, Inc., a Maryland corporation and agent
for the owner (the “ Landlord ”), as landlord,
and Symphony Health Services, LLC (“ Symphony
”), as tenant, (as amended by First Amendment to Lease dated
February 25, 2004 by and between Landlord and Symphony, as
transferred by Symphony to Sublessor through a Purchase and Sale
Agreement dated May 3, 2006, as approved by the Landlord per the
Landlord Consent to Assignment dated June 26, 2006, and as further
amended by Second Amendment to Lease dated June ___, 2007 by and
between Landlord and Sublessor), Landlord leased to Sublessor
certain premises (the “ Premises ”) containing
approximately 42,448 square feet, being Suite LL4 (approximately
1,762 square feet), Suite 500 (approximately 11,362 square feet),
Suite 600 (approximately 16,756 square feet) and Suite 700
(approximately 4,684 square feet, as reduced pursuant to the Second
Amendment to Lease described above) in that certain building known
generally as “Executive Plaza IV” located at 11350
McCormick Road, Hunt Valley, Maryland 21031 (the “
Building ”). A copy of the Primary Lease is attached
to the Sublease (defined below) as Exhibit “A”
thereto.
WHEREAS,
Sublessor and Sublessee entered into that certain Sublease
Agreement dated as of April 11, 2007 (the “ Sublease
”) with respect to the sublease of a portion of the Premise
consisting of a total of 29,880 square feet, being Suite LL4
(approximately 1,762 square feet), Suite 500 (approximately 11,362
square feet) and Suite 600 (approximately 16,756 square feet), as
depicted in the drawing attached to the Sublease as Exhibit
“B” thereto (the “ Subleased Premises
”).
WHEREAS,
Sublessor and Sublessee now desire to expand the Subleased Premises
to include additional space containing approximately 3,547 square
feet of space and known as Suite 702 of the Building.
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sublessor and
Sublessee do hereby agree as follows:
1.
Recitals . The Recitals set forth above shall be
incorporated herein by reference.
2.
Subleased Premises . The Sublease is hereby amended to
include within the Subleased Premises the additional space
containing approximately 3,547 square feet of space and known as
Suite 702 of the Building, as generally depicted in Exhibit
“A” to this Amendment (the “ Additional
Space ”). Sublessee shall have access to the Additional
Space on the date hereof for the limited purpose of making
improvements or alterations to the Subleased Premises and preparing
the Additional Space for occupancy; provided, however, that prior
to the commencement of such work, Sublessor shall receive
Landlord’s written confirmation that such
work is being undertaken under
its direction and with its permission. Such occupancy of the
Additional Space shall be subject to all terms and conditions of
the Sublease (as amended hereby), except that Sublessee shall not
be obligated to pay rent with respect to the Additional Space until
the Additional Space Rent Commencement Date (as defined in Section
3 below) occurs and shall include the obligation to carry and
maintain insurance pursuant to the terms of Section 16D of the
Primary Lease to cover activities undertaken on its behalf in the
Additional Space prior to the Additional Space Rent Commencement
Date.
3.
Rent for Additional Space . In addition to payment of Base
Rent with respect to the original Subleased Premises pursuant to
Section 3 of the Sublease, Sublessee shall pay Base Rent with
respect to the Additional Space in the amount of Thirty Five
Thousand Four Hundred Seventy and No/100 Dollars ($35,470.00) per
year (the “ Additional Space Base Rent ”), which
amount shall be paid in monthly installments beginning on the
Additional Space Rent Commencement Date and shall be prorated for
any partial month. The Additional Space Base Rent shall increase on
the first anniversary of the Additional Space Rent Commencement
Date and on each anniversary of the Additional Space Rent
Commencement Date thereafter by three percent (3%) of the
Additional Space Base Rent applicable to the immediately preceding
year. For purposes hereof, the “ Additional Space Rent
Commencement Date ” shall mean the date on which
Sublessor provides written notice to Sublessee stating that (i) the
systems serving the Additional Space are operational, (ii)
Sublessor has fulfilled its obligations pursuant to the first
sentence of Section 5 of this Amendment, and (iii) a copy of a
certificate of occupancy with respect to the Additional Space is
attached thereto. Sublessee shall be responsible for all Additional
Rent associated with the Additional space beginning on the
Additional Space Rent Commencement Date. For purposes of Sections
3(e) and 3(f) of the Sublease, Sublessee’s Proportionate
Share shall, beginning on the Additional Space Rent Commencement
Date, equal 26.8%, which figure represents a fraction, the
numerator of which is the number of square feet within the
Subleased Premises (including the Additional Space) (approximately
33,427 square feet, as such may be adjusted following any exercise
by the Sublease of its right of first refusal in the Sublease) and
the denominator of which is the number of square feet within the
Building (approximately 124,838 square feet).
4.
Furniture . Sublessor hereby agrees that all furniture
currently located in the Additional Space may be utilized by
Sublessee at no additional charge. All such furniture is leased to
Sublessee in its “as is” condition, and Sublessor shall
not be responsible for any repairs or replacement of such
furniture, except that Sublessor agrees that it will remove from
the Additional Space any furniture which Sublessee does not intend
to utilize and which Sublessee requests in writing that Sublessor
remove.
5. “
As Is .” Sublessor agrees that it will “touch
up” the paint on the walls of the Additional Space to create
a consistent finish throughout the Additional Space and have all
carpeting in the Additional Space steam cleaned prior to the
Additional Space Rent Commencement Date. Except as expressly
provided herein, the Additional Space is subleased to Sublessee in
its “as is” condition. Sublessee understands and agrees
that Sublessor is not making and has not at any time made any
warranties or representations of any kind or character, express or
implied, with respect to the Additional Space or the furniture
leased to Sublessee pursuant to Section 4 above, including but not
limited to any warranties or representations as to habitability,
merchantability, fitness for a particular purposes, title, zoning,
tax consequences, latent or patent
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physical or environmental
condition, utilities, operating history, environmental condition,
valuation, governmental approvals, compliance with governmental
laws or any other matter.
6.
Consent . Sublessor and Sublessee hereby acknowledge that
this Amendment is contingent upon the execution of that certain
Landlord’s Consent to First Amendment to Sublease by and
among Sublessor, Sublessee and Landlord (the “
Landlord’s Consent to First Amendment to Sublease
”), pursuant to which the Landlord will consent to
Sublessor’s subletting the Additional Space to Sublessee. The
Sublessee hereby agrees that it shall be responsible for payment of
the $750 fee due to Landlord pursuant to the terms of such
Landlord’s Consent to First Amendment to Sublease and Section
12 of the Primary Lease. If such Landlord’s Consent to First
Amendment to Sublease is not executed by all parties thereto within
thirty (30) days from the execution of this Amendment, then this
Amendment shall be null and void, and both parties shall be
released from all liabilities and obligations under this Amendment
(but not the unamended Sublease), either in damages or otherwise,
and neither party shall have any claim against the other arising
out of or relating to this Amendment. Sublessor and Sublessee will
cooperate, facilitate and take any and all reasonable actions to
assist Landlord in rendering a timely approval of this
Amendment.
7.
Brokerage . Sublessor hereby represents that its sole broker
in connection with this Amendment is Blue & Orbrecht Realty,
Inc. Sublessee hereby represents that its sole broker in connection
with this Amendment is CB Richard Ellis. Sublessor shall pay such
brokers a brokerage commission pursuant to a separate agreement.
Each party hereby indemnifies the other for any losses it may incur
by reason of any violation of this provision of this Amendment or a
breach of the representations contained herein.
8.
Amendment . Except as specifically amended hereby, the
Sublease shall remain in full force and effect and is ratified
hereby.
[The remainder of this page has intentionally
been left blank. Signature page follows.]
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IN
WITNESS WHEREOF, Sublessor and Sublessee have entered into this
Amendment as of the date and year first above written.
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SUBLESSOR:
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REHABCARE GROUP, INC.,
a Delaware corporation
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By:
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