exv10w1



 





EXHIBIT 10.1




AMENDMENT NO. 1 TO LEASE AGREEMENT




     THIS AMENDMENT is made on this 22 day of January, 2003, by and between Kinsley Equities II
(“Landlord”) and Professional Veterinary Products, Ltd. (“Tenant”).



WITNESSETH:




     WHEREAS, Landlord and Tenant entered into that certain lease agreement (the “Lease Agreement”)
dated March 15, 2002, whereby Tenant leases approximately 70,000 square feet of space (the
“Premises”) designated as 3640 Sandhurst Drive, Berkshire Business Park, York, PA.



     WHEREAS, Tenant wishes to increase the size of the space leased from Landlord by 17,500 square
feet. The additional space to be leased by Tenant will increase the current leased space from
70,000 square feet to 87,500 square feet. The Additional space shall increase the width of the
leased space by Fifty (50) feet along the 350 foot depth of the space (one bay adjacent to the
existing space).



     WHEREAS, Landlord and Tenant wish to amend the terms of the Lease Agreement.



     NOW, THEREFORE, Landlord and Tenant agree as follows:



     (1) the total space leased to Tenant by Landlord is 87,500 square feet.




     (2) the additional space leased under this amendment shall be improved by Landlord per the
terms of the first right of refusal in Article 29A Right Of First Refusal in the original lease
agreement whereby Tenant leased the premises from Landlord.



     (3) The Base rent shall include the scope of work improvements as shown on the attached
exhibit G1. Improvement to be completed by Landlord above and beyond the improvements on exhibit
G1 shall be additional tenant improvements as described in Article 3A Tenant Improvement Rent of
the original lease agreement. The Tenant shall pay Landlord additional rent for any Additional
Tenant Improvements requested by Tenant. Landlord will not provide any additional improvements
greater in scope items than furnished by Landlord in the original improvements at commencement of
the lease.



     (4) Rent, in addition to the base rent, shall be paid by Tenant for all Additional Tenant
Improvements. The additional rent shall be determined after Landlord and tenant have agreed on the
scope of those improvements and the rental rate shall be established consistent with the methods
and rates used to calculate the Addition Tenant Improvement rent that currently exists under
Article 3A of the original lease.



     (5) The Base Rent under Article 3 Rent of the lease, shall be changed to reflect the
additional space as follows:



 









 





	 	 	 	 	 	 	 	 	 
	 	 	Monthly	 	 	Annually	 
	Commencement of this amendment to July 31, 2004
	 	$	27,708.33	 	 	$	332,500.00	 
	August 1, 2004 to July 31, 2006
	 	$	28,437.50	 	 	$	341,250.00	 
	August 1, 2006 to July 31, 2007
	 	$	29,895.83	 	 	$	358,749.96	 






     (6) The commencement date of this amendment shall be (10) calendar days after Landlord
completes the improvements outlined in the attached exhibit G1.



Such Base Rent shall be payable, in advance, in equal monthly installments during the term hereof.



     (7) Tenant’s share of Operating Expenses as defined in the Lease Agreement shall increase and
be equal to the new total square feet of space leased by Tenant divided by the total square feet of
space in the building, effective the commencement date of this amendment as described above.



     (8) All other terms, covenants and conditions of the Lease Agreement, except as amended or
modified herein shall remain in full force and effect.



	 	 	 	 	 
	 	 	LANDLORD:
	ATTEST/WITNESS:	 	Kinsley Equities II
	 
	 	 	 	 
	/s/ [Illegible]

	 	By:
	 	/s/ Robert A. Kinsley
	 

	 	 	 	 
	 	 	Robert A. Kinsley, Managing Partner
	 
	 	 	 	 
	 	 	TENANT:
	ATTEST/WITNESS:	 	Professional Veterinary Products, Ltd.
	 
	 	 	 	 
	/s/ [Illegible]

	 	By:
	 	/s/ Neal B. Soderquist
	 

	 	 	 	 
	Sr. Mgr. Distribution	 	Title: Director of Finance