**Exhibit10.1.2**

 

**SIXTHAMENDMENT TO LEASE**

 

**THIS SIXTH AMENDMENT TO LEASE**madeas of this 27th day of  October, 2004(hereinafter referred to as this “Amendment”), between **ALFRED SANZARI ENTERPRISES, L.P.**, having anoffice c/o Alfred Sanzari Enterprises, Court Plaza North, 25 Main Street, 6thFloor, Hackensack, New Jersey 07601 (hereinafter referred to as “Landlord”),and **BIO-REFERENCE LABORATORIES,**INC.,a New Jersey corporation, having an office at 481 Edward H. Ross Drive, ElmwoodPark, New Jersey 07407 (hereinafter referred to as “Tenant”).

 

**WITNESSETH:**

 

**WHEREAS,**AlfredSanzari (Landlord’s predecessor-in-interest), as landlord (hereinafter referredto as “Sanzari”), and Pharmadyne Laboratories, Inc. (Tenant’spredecessor-in-interest), as tenant (hereinafter referred to as “Pharmadyne”),heretofore entered into a certain written Lease dated as of November 7,1978,wherein and whereby Landlord leased to Tenant, and Tenant hired from Landlord,certain premises consisting of approximately thirty-one thousand five hundredtwenty-seven (31,527) square feet (hereinafter referred to as the “OriginalPremises”) in the building located at 481 Edward H. Ross Drive, in the Boroughof Elmwood Park, County of Bergen and State of New Jersey (hereinafter referredto as the “Original Building”), as more particularly described therein, for aterm which commenced on March 1,1979, and was scheduled to expire on February 28,1989, at the Basic Rent and additional rent, and upon the terms, covenants,conditions, provisions and agreements contained in said Lease; and

 

**WHEREAS,**said Leasewas modified by that certain First Amendment to Lease dated November 1,1979, wherein and whereby, interalia, Landlord and Tenantsettled certain disputes; and

 

**WHEREAS,**said Leaseand the interest of Pharmadyne as tenant thereunder, was assigned to CLLaboratories of New Jersey, Inc. (hereinafter referred to as “CL”), pursuant tothat certain Assignment and Assumption of Lease Agreement dated December 10,1981; and

 

**WHEREAS**, said Leasewas further modified by that certain Agreement dated as of March 23, 1988,wherein and whereby, interalia, the Lease and the interest of CLas tenant thereunder, was assigned to Med-Mobile, Inc. (hereinafter referred toas “Med- Mobile”), and the term of the Lease was extended for a further periodof five (5) years, commencing on March 1, 1989, and expiring on February 28,1994; and

 

**WHEREAS**, said Leasewas further modified by that certain Second Amendment to Lease dated as of March 23,1988; and

 

**WHEREAS**, said Leasewas further modified by that Third Amendment to Lease dated January 31,1992, wherein and whereby, interalia, Landlord and Tenantsettled certain defaults by Tenant under the Lease and discontinued litigationinstituted by Landlord against Tenant in connection therewith; and

 

**WHEREAS**, on or aboutNovember 15, 1989, Med-Mobile changed its name to Tenant; and

 

**WHEREAS**, said Leasewas further modified by that certain Third Amendment to Lease dated as of February 28,1994, wherein and whereby, interalia, the term of the Lease wasextended for a further period of five (5) years, commencing on March 1,1994, and expiring on February 28, 1999; and

 

**WHEREAS**, said Leasewas further modified by that certain Fourth Amendment to Lease dated as of October 9,1998 (hereinafter sometimes referred to as the “Fourth Amendment to Lease”),wherein and whereby, interalia, the term of the Lease wasextended for a further period of five (5) years, commencing March 1,1999,and expiring on February 28, 2004, and Landlord leased to Tenant, andTenant hired from Landlord, a portion of the building located at 487 Edward H.Ross Drive, Borough of Elmwood Park, County of Bergen and State of New Jersey(hereinafter referred to as the “Adjacent Building”), consisting ofapproximately twenty-four thousand (24,000) square feet (hereinafter referredto as the “Additional Space”); and

 

**WHEREAS**, said Leasewas further modified by that certain Fifth Amendment to Lease dated as of July 16,2004 (hereinafter sometimes referred to as the “Fifth Amendment to Lease”),wherein and whereby, interalia, the term of the Lease wasextended for a further period of five (5) years, commencing March 1, 2004,and expiring on February 28,2009, and Landlord leased to Tenant, andTenant hired from Landlord, additional space in a portion of the OriginalBuilding, consisting of approximately thirty- one thousand seven hundred forty-four (31,744) square feet (hereinafter referred to as the “Second AdditionalSpace”); and

 

**WHEREAS**, theOriginal Premises, the Additional Space and the Second Additional Space aresometimes hereinafter collectively referred to as the “Premises”; and

 

WHEREAS, said Lease, as so modified, and as the same may have been otherwiseamended and/or modified, is hereinafter collectively referred to as the “Lease”;and

 

1

----

 

**WHEREAS**, Landlordand Tenant desire to extend the term of the Lease, upon the terms, covenantsand conditions hereinafter set forth; and

 

**WHEREAS**, Landlordand Tenant desire to further modify the Lease only in the respects hereinafterstated.

 

**NOW, THEREFORE**, inconsideration of the Premises demised by the Lease and the mutual covenantshereinafter contained, and for other good and valuable consideration paid byeach party to the other, the receipt and adequacy of which is herebyacknowledged, the parties hereto by these presents covenant and agree asfollows:

 

1. The recital clauses set forth above shall be deemed a part of thisAmendment as though set forth verbatim and at length herein.

 

2. Except as otherwise expressly set forth herein, all capitalizedterms in this Amendment shall have the meanings set forth for such terms in theLease.

 

3. Effective as of the later of: (i) the date hereof; or (ii) November 1,2004 (hereinafter referred to as the “Third Additional Space Commencement Date”):

 

A. (1) Landlord hereby leases to Tenant, and Tenant hereby hires fromLandlord, additional space in the Adjacent Building, consisting ofapproximately thirty-five thousand two hundred (35,200) square feet, as shownon the plan attached hereto and made a part hereof as Schedule “A- 5”(hereinafter referred to as the “Third Additional Space”).

 

(2) The “Demised Premises” (as defined in Article 1ofthe Lease)shall be and be deemed to be “(i) the entire Original Building, consisting ofapproximately sixty-three thousand two hundred seventy-one (63,271) squarefeet, as shown on Schedule “ A “ to the Lease and as shown on Schedule “A-3 “ attached to the Fifth Amendment to Lease; and (ii) a portion of theAdjacent Building, consisting of approximately fifty-nine thousand two hundred(59,200) square feet, as shown on Schedule “ A -1 “ attached to the FourthAmendment to Lease and as shown on Schedule “ A-5” attached hereto.

 

B. The “Term” of the Lease (as defined in Paragraph B of Schedule “C”attached to the Lease), solely with respect to the Third Additional Space,shall be approximately five (5) years and two (2) months, commencing on theThird Additional Space Commencement Date, to and including December 31,2009,inclusive (hereinafter referred to as the “Third Additional Space ExpirationDate”), upon the terms, covenants, conditions, provisions and agreementscontained in the Lease, as modified by this Amendment.

 

4. The following shall be applicable solely with respect to the ThirdAdditional Space:

 

A. (1) “Basic Rent” (as defined in Paragraph A of Schedule “C”attached to the Lease) shall be “(i) the sum of Two Hundred Thirty-SevenThousand Six Hundred and 00/lOO ($237,600.00) Dollars per annum, payable inequal monthly installments of Nineteen Thousand Eight Hundred and 00/lOO($19,800.00) Dollars, for the period commencing on the Third Additional SpaceCommencement Date, through and including the Third Additional Space ExpirationDate.”

 

(2) Notwithstanding the foregoing, Landlord agrees that, so long as:(i) Tenant is not in default under the Lease, as modified by this Amendment;(ii) the Lease, as modified by this Amendment, is in full force and effect, and(iii) Tenant is occupying the entire Premises, then Basic Rent for the ThirdAdditional Space shall abate in full until January 1,2005 and that theBasic Rent payable hereunder upon the execution of this Amendment shall beapplied against the payment of the Basic Rent due on January 1,2005; itbeing understood and agreed by Tenant, that Tenant shall nevertheless be liableand responsible for the payment of all items constituting “ Ancillary Charges”(as defined in Paragraph F of Schedule “B” of the Lease) and “additionalrent” (as defined in Paragraph D of Schedule “B” of the Lease), and allother sums and charges payable by Tenant to Landlord hereunder during theaforesaid abatement period.

 

(3) “Proportionate Share” (as defined in Paragraph E of Schedule “C”attached to the Lease) shall be “thirty-seven and fifty-nine hundredths(37.59%) percent.”

 

(4) The number of parking spaces shall be “one hundred (100%) percentof the parking area allocated to the rear portion of the Adjacent Building, upto and including February 28,2009. The number of parking spaces for theperiod commencing March I, 2009 through and including December 31,2009 shall be thirty (30)”, as shown on the plan attached hereto and made apart hereof as Schedule “A-6”.

 

(5) (i) Notwithstanding anything to the contrary contained herein, solong as: (i) Tenant is not in default under the Lease, as modified by thisAmendment; (ii) the Lease, as modified by this Amendment, is in full force andeffect; and (iii) Tenant is occupying the entire Premises, then, Basic Rent,Ancillary Charges and additional rent shall abate in an amount up to andincluding Ten Thousand Five Hundred Twenty and 00/100 ($10,520.00) Dollars(hereinafter referred to as the “Alteration Abatement”), commencing on January 1,2005,provided that Tenant shall perform alterations, additions and improvements (asreferred to in Article 24 of the Lease) (hereinafter collectively referredto as “Alterations”), in the calendar year 2005, in an amount equal to a

 

2

----

 

minimum of the Alteration Abatement amount, including, withoutlimitation, any and all so-called “hard” and “soft” costs (specificallyincluding all architectural, engineering and consulting fees, licenses andpermits, and data and telecommunications cabling and wiring, but specificallyexcluding, however, Tenant’s furniture, movable trade fixtures, equipment andpersonal property, and moving expenses) (hereinafter collectively referred toas “Alteration Expenses”).

 

(ii) As evidence of such Alteration Expenses, Tenant shall furnish toLandlord all of the following items: (i) receipted bills or invoices evidencingitemized expenditures for that portion of the Alterations which have beenperformed by Tenant in accordance with the plans and specifications previouslyapproved by Landlord; (ii) a statement certified by Tenant’s architect orcontractor(s) to the effect that such amounts have been expended for thatportion of the Alterations and that such portion of the Alterations werecompleted in accordance with the plans and specifications previously approvedby Landlord, and otherwise in accordance with the provisions of the Lease(including, without limitation, all applicable laws); (iii) conformed copies ofthe unconditional, partial or full waivers of lien, as the case may be,obtained by Tenant with respect thereto; (iv) conformed copies of any and allgovernmental or quasi-governmental “sign-offs” and approvals obtained inconnection therewith (including, without limitation, a temporary or permanentcertificate of occupancy); and (v) a set of ‘‘as-built’’ plans certified byTenant’s architect.

 

(iii) It is further understood and agreed by Tenant, in the event theAlteration Expenses do not equal or exceed the Alteration Abatement amount by December 31,2005, then Tenant shall reimburse to Landlord the difference between theAlteration Abatement amount and the Alteration Expenses as additional rentwithin ten (10) days of demand therefore.

 

B. Tenant has examined and inspected the Third Additional Space andagrees to accept the same in the condition in which it exists on the ThirdAdditional Space Commencement Date. Tenant hereby acknowledges and agrees thatno materials whatsoever are to be furnished by Landlord and no work whatever isto be performed by Landlord in connection with said Third Additional Space orany part thereof, except to deliver the mechanical systems servicing the ThirdAdditional Space in good working order.

 

C. (1) Tenant agrees to perform all work and obtain all approvals andpermits in accordance with plans and specifications to be prepared by Tenant,at Tenant’s sole cost and expense, and thereafter, delivered to Landlord forLandlord’s approval, which approval shall not be unreasonably withheld(hereinafter referred to as “Tenant’s Third Additional Space Work”).

 

(2) Tenant’s Third Additional Space Work shall be performed inaccordance with all applicable laws and in good and workmanlike manner,utilizing new and first-class materials. Tenant shall obtain and deliver toLandlord all “sign-offs” and approvals in connection therewith, including,without limitation, a certificate of occupancy.

 

5. A. Tenant agrees, upon the execution of this Amendment, it shalldeposit with Landlord an additional sum of Fifty-Four Thousand Eighty-Four and18/lOO ($54,084.18) Dollars (hereinafter referred to as “ Additional Security”),such that the aggregate amount of Security heretofore deposited by Tenant toLandlord under the Lease shall be Two Hundred Three Thousand Seven HundredThirty-Nine and 22/100 ($203,739.22) Dollars.

 

B. Tenant hereby affirms that, if Landlord shall have applied all orany part of the Existing Security (as defined in the Fifth Amendment to Lease),the Other Security (as defined in the Fifth Amendment to Lease) or theAdditional Security, in accordance with the provisions of the Lease or theOther Lease (as defined in the Fifth Amendment to Lease), respectively, as thecase may be, Tenant shall replenish any amount so applied, pursuant to theterms of the Lease and the Other Lease, respectively, as the case may be.

 

6. Tenant hereby represents and warrants to Landlord, that: (i) Tenanthas not dealt with any real estate agent or broker in connection with thisAmendment and/or the Third Additional Space; (ii) that this Amendment was notbrought about or procured through the use or instrumentality of any agent orbroker, and (iii) that all negotiations with respect to the terms of thisAmendment were conducted between Landlord and Tenant. Tenant hereby covenantsand agrees to indemnify and hold Landlord harmless from and against any and allclaims for commissions and other compensation made by any agent or agentsand/or any broker or brokers based on any dealings between Tenant and any agentor agents and/or broker or brokers, together with all costs and expensesincurred by Landlord in resisting such claims (including, without limitation,attorneys’ fees and disbursements).

 

7. A. Except as expressly modified by this Amendment, the Lease and allthe terms, covenants, conditions, provisions and agreements thereof, are herebyin all respects, ratified, confirmed and approved.

 

B. Tenant hereby affirms that, as of the date hereof, no breach ordefault by Landlord has occurred, and that the Lease and all of its terms,covenants, conditions, provisions and agreements, except as modified by thisAmendment, are in full force and effect, with no defenses or offsets thereto.

 

c. Tenant hereby releases Landlord of and from all liabilities, claims,

 

3

----

 

controversies, causes of action and other matters of every naturewhich, through the date hereof, have or might have arisen out of or in any wayin connection with the Lease and/or the Demised Premises.

 

8. This Amendment and the Lease contains the entire understanding betweenthe parties with respect to the matters contained herein. No representations,warranties, covenants or agreements have been made concerning or affecting thesubject matter of this Amendment, except as are expressly contained herein.

 

9. This Amendment may not be changed orally, but only by an agreementin writing, signed by the party against whom enforcement of any waiver, change,modification or discharge is sought.

 

10. This Amendment shall be binding upon, and inure to the benefit ofthe parties hereto, their respective legal representatives, successors and,except as otherwise provided in the Lease, as modified by this Amendment, theirrespective assigns.

 

11. The submission of this Amendment to Tenant shall not be construedas an offer, nor shall Tenant have any rights with respect hereto, unless anduntil Landlord shall execute a copy of this Amendment and unconditionallydeliver the same to Tenant.

 

12. Tenant hereby represents and warrants to Landlord that; (i) theexecution, performance and delivery by Tenant of this Amendment does notviolate any provisions of its Charter or By-Laws, or any indenture, document,agreement or other instrument which may be heretofore binding upon Tenant, andhas been fully and validly authorized and approved by any required corporateaction of Tenant; (ii) the obligations of Tenant under this Amendment arelegal, valid, binding and enforceable against Tenant in accordance with itsterms; and (iii) the person executing this Amendment on behalf of Tenant hasthe authority to so execute, perform and deliver same.

 

13. Tenant hereby acknowledges and agrees that this Amendment is theresult of extensive negotiations between the parties. This Amendment shall beconstrued without regard to any presumption or other rule requiringconstruction against the party causing this Amendment to be drafted orprepared.

 

14. A determination that any provision of this Amendment is void,unenforceable or invalid shall not affect the enforceability or validity of anyother provision, and any determination that the application of any provision ofthis Amendment to any person or to particular circumstances is illegal orunenforceable shall not affect the enforceability or validity of such provisionas it may apply to other persons or circumstances.

 

15. Tenant hereby acknowledges and agrees that Landlord’s remedies arecumulative, and that mention of a particular remedy in this Amendment, does notpreclude Landlord from exercising any and all other rights and remediesavailable to it, whether herein, under the Lease or otherwise, whether at lawand/or in equity.

 

16. This Amendment may be executed in one or more counterparts, each ofwhich, when so executed and delivered, shall be deemed original, but all ofwhich taken together shall constitute but one and the same instrument.

 

17. This Amendment may be executed by facsimile transmission and shallbe deemed to have been executed and delivered by each party on the date sotransmitted to the other party, and in such event, each party will promptlyfurnish to the other party, an original counterpart hereof executed by suchparty.

 

18. The validity, performance and enforcement of this Amendment sgoverned by and construed in accordance with the laws of the State of New Jersey**withoutregard to conflicts of law principles.

 

**IN WITNESS WHEREOF**,the parties hereto have respectively executed this Sixth Amendment to Lease asof the day and year first written above.

 
| ALFRED SANZARI ENTERPRISES (Landlord) |
|---------------------------------------|
|                                  |
| By: Alfred Sanzari Enterprises, Inc.  |
|                                  | its General Partner |
|                                  |
| By:                                   | s/ David Sanzari |   |
| Name: David Sanzari                   |
| Title: President                      |
|                                  |
| BIO-REFERENCE LABORATORIES, INC.      |
|                                  | (Tenant) |
|                                  |
| By:                                   | s/ Warren Erdmann |   |
| Name: Warren Erdmann                  |
| Title: Vice-President                 |
|                                       |  |  |  |  |  |

 

4

----