ex10-1d.htm


    
      
        
          

        

      

      Exhibit
10.1(d)

       

    

    
      
        	
                

              	 
      	
                640
      Sentry Parkway • Suite 301 • Blue Bell, PA 19422

                Tel
      610-941-2690 • Fax 610-941-2695 •
  www.cap-sol.com

              


      

    

     

    SECOND
AMENDMENT TO AMENDED

    AND
RESTATED OFFICE LEASE

     

              THIS
SECOND AMENDMENT (“Second
Amendment”) is entered into this day of January 11, 2005, by and between
212 C ASSOCIATES, L.P.
(“Landlord”) and ICON CLINICAL RESEARCH, INC.
(“Tenant”).

     

    RECITALS

     

              A.          Landlord
and Tenant entered into an Amended and Restated Office Lease, dated January 1,
2001, as amended by Amendment to Amended and Restated Lease Agreement, dated May
17, 2002 (the “Lease”),
pursuant to which Landlord leased to Tenant approximately ninety-three thousand
seven hundred and ninety-five (93,795) rentable square feet of space (the “Premises”) within the office
building known as 212 Church Road, North Wales, Pennsylvania (the “Building”).

     

              B.          Landlord
and Tenant now desire to amend the Lease to (i) extend the term of the Lease,
and (ii) provide for the rental amount for such extended term, all upon the
terms and conditions as hereinafter set forth. Unless otherwise specifically
defined herein, capitalized terms used in this Second Amendment shall have the
meanings ascribed to them in the Lease.

     

              NOW,
THEREFORE, in consideration of the mutual promises set forth herein, and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Landlord and Tenant, intending to be legally bound, agree as
follows:

     

              1.          Incorporation
of Recitals. The
Recitals set forth above are hereby incorporated into this Second Amendment as
if fully set forth herein.

     

              2.          Options
to Extend Lease Term. Each of Landlord and Tenant
is hereby granted an option (in the case of Landlord, the “Landlord Option”; and in the
case of Tenant, the “Tenant
Option”) to extend the Term of the Lease, to be exercised as hereinafter
provided. Landlord may exercise the Landlord Option upon notice to Tenant given
as provided in the Lease, on a date that is not later than seven (7) months
after the date of this Second Amendment (the “Landlord Option Exercise
Period”), and the simultaneous payment to Tenant of the payment required
pursuant to Landlord’s letter to Tenant of even date herewith. If Landlord does
not timely exercise the Landlord Option as aforesaid, Tenant shall have a sixty
(60) day period after the Landlord Option Exercise Period to exercise the Tenant
Option, which shall be exercisable by notice to Landlord given in accordance
with the Lease. The date upon which either Landlord exercises the Landlord
Option or Tenant exercises the Tenant Option is called the “Exercise Date.” Upon the
proper exercise of either the Landlord Option or the Tenant Option, the
following terms and conditions shall be applicable:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

              (a)          Lease
Term. The Term of
the Lease shall be extended so that the Term will end on the date (the “Expiration Date”) which is
(i) the day immediately preceding the tenth (10th) anniversary of the Exercise
Date, if the Exercise Date is the first day of a calendar month, or (ii) the
last day of the calendar month in which the tenth (10th) anniversary of the
Exercise Date occurs, if the Exercise Date is any day other than the first day
of a calendar month.

     

              (b)          Fixed
Basic Rent. The
Fixed Basic Rent payable by the Tenant for the Term, as so extended, shall be,
during the periods indicated, the amounts specified in the following schedule
(with monthly installments being payable on the first day of each month, without
notice, in accordance with the terms of the Lease):

     

    
      
        	
                Lease
      Year

              	 	 	
                Fixed
      Basic Rent

              	 	 	
                Monthly

                Installment

              	 	 	 
      

                Fixed
      Rent/R.S.F.

              	 
	
                Exercise
      Date -

                January
      31, 2005*

              	 
      	 	
                
                  $1,946,246.25

                

              	 
      	 	
                
                  $162,187.19

                

              	 
      	 	
                
                  $20.75

                

              	 
      
	
                February
      1, 2005-

                January
      31, 2006

              	 
      	 	
                
                  $1,993,144.00

                

              	 
      	 	
                
                  $166,095.31

                

              	 
      	 	
                
                  $21.25

                

              	 
      
	
                February
      1, 2006-

                January
      31, 2007

              	 
      	 	
                
                  $2,040,041.00

                

              	 
      	 	
                
                  $170,003.44

                

              	 
      	 	
                
                  $21.75

                

              	 
      
	
                February
      1, 2007-

                January
      31, 2008

              	 
      	 	
                
                  $2,063,490.00

                

              	 
      	 	
                
                  $171,957.50

                

              	 
      	 	
                
                  $22.00

                

              	 
      
	
                February
      1, 2008-

                January
      31, 2009

              	 
      	 	
                
                  $2,086,938.75

                

              	 
      	 	
                
                  $173,911.56

                

              	 
      	 	
                
                  $22.25

                

              	 
      
	
                February
      1, 2009-

                January
      31, 2010

              	 
      	 	
                
                  $2,133,836.25

                

              	 
      	 	
                
                  $177,819.69

                

              	 
      	 	
                
                  $22.75

                

              	 
      
	
                February
      1, 2010-

                January
      31, 2011

              	 
      	 	
                
                  $2,180,733.75

                

              	 
      	 	
                
                  $181,727.81

                

              	 
      	 	
                
                  $23.25

                

              	 
      
	
                February
      1, 2011-

                April
      30, 2011**

              	 
      	 	
                
                  $2,227,631.25

                

              	 
      	 	
                
                  $185,635.94

                

              	 
      	 	
                
                  $23.75

                

              	 
      
	
                May
      1, 2011-

                Expiration
      Date

              	 
      	 	
                
                  $2,157,285.00

                

              	 
      	 	
                
                  $179,773.75

                

              	 
      	 	
                
                  $23.00

                

              	 
      
	
                Renewal
      Term

                (if
      applicable)

              	 
      	 	
                
                  $2,344,875.00

                

              	 
      	 	
                
                  $195,406.25

                

              	 
      	 	
                
                  $25.00

                

              	 
      


      

    

    


    
      
        	
                *

              	
                In
      the event that the Exercise Date occurs after January 31, 2005, this
      period will be inapplicable.

              
	 
      	 
      
	
                **

              	
                Partial
      Year

              


      

    

     

              (c)          Release
of Security Deposit. Promptly after the Exercise
Date, Landlord shall release to Tenant Tenant’s entire Security Deposit (i.e.,
approximately $178,000.00).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

              (d)          Early
Termination.
Provided that Tenant is not at the time or as of the Early Termination Date in
default, beyond any applicable period of grace specified in the Lease, in the
performance of any of its obligations under the Lease, Tenant shall have the
option, by notice to Landlord (the “Early Termination Notice”) to
terminate the Term of the Lease (“Termination Option”)
effective as of a date (the “Early Termination Date”)
occurring at any time after the seventh (7th) anniversary of the Exercise Date,
subject to and upon the following terms and conditions:

    
      	 
      	 
      
	 
      	
                        (i)           The
      Early Termination Date shall be twelve (12) months after the Early
      Termination Notice, and Tenant shall continue to pay Fixed Basic Rent and
      Additional Rent through and including the Early Termination
      Date.

            
	 
      	 
      
	 
      	
                        (ii)          Tenant
      shall pay to Landlord a termination fee of One Million Two Hundred and
      Fifty Thousand Dollars ($1,250,000.00) (the “Early Termination Fee”)
      as separate and independent consideration for its exercise of the
      Termination Option. The Early Termination Fee shall be paid by Tenant to
      Landlord via certified check or by wire transfer of immediately available
      funds to an account designated by Landlord as follows: (A) Three Hundred
      and Twelve Thousand Five Hundred Dollars ($312,500.00) shall be paid
      simultaneously with Tenant’s delivery of the Early Termination Notice; and
      (B) the remainder of the Early Termination Fee (i.e., $937,500.00) shall
      be payable with Tenant’s payments of Fixed Basic Rent in eleven (11) equal
      monthly installments of Eighty-Five Thousand Two Hundred and Twenty-Seven
      Dollars and 27/100 ($85,227.27), commencing with the first month after
      delivery of the Early Termination Notice. In the event that Tenant
      delivers the Early Termination Notice but Tenant fails to pay any portion
      of the Early Termination Fee by the dates prescribed hereby, then, at
      Landlord’s option, if Tenant does not correct such failure within five (5)
      days after notice from Landlord, given in accordance with the Lease,
      Landlord may declare the Early Termination Notice to be null and void and
      this Lease shall continue in full force and effect as if Tenant had not
      delivered the Early Termination Notice.

            
	 
      	 
      
	 
      	
                        (iii)          Tenant
      acknowledges that the Early Termination Fee is separate and independent
      consideration for Tenant’s exercise of the Termination Option and,
      therefore, shall not be credited against the Fixed Basic Rent and
      additional rent due through the Early Termination Date. The Fixed Basic
      Rent and all additional rent shall be apportioned as of the Early
      Termination Date.

            
	 
      	 
      
	 
      	
                        (iv)          Tenant
      shall surrender vacant possession of the Premises on or prior to the Early
      Termination Date. In the event Tenant exercises the Termination Option,
      this Lease shall terminate as of the Early Termination Date as if the
      Early Termination Date were the date originally stipulated for the
      expiration of the Term; provided, however, that nothing herein shall
      relieve Tenant of any obligations which accrue hereunder prior to the
      Early Termination Date.

            


    

     

              (e)       Renewal
Option. In lieu
of any renewal options set forth in the Lease, Tenant shall have the option to
extend the Term for one (1) additional period of five (5) years (the “Renewal Option”), under and
subject to the following terms and conditions:

    
      	 
      	 
      
	 
      	
                        (i)          The
      renewal term (the “Renewal Term”) shall be
      for a five (5) year period commencing on the day immediately following the
      Expiration Date and expiring at midnight on the day immediately preceding
      the fifth (5th) anniversary of the Expiration
  Date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                          (ii)           Tenant
      must exercise the Renewal Option, if at all, by written notice to Landlord
      delivered at least three hundred sixty five (365) days prior to the
      Expiration Date.

              
	 
      	 
      
	 
      	
                          (iii)          As
      a condition to Tenant’s exercise of the Renewal Option, at the time Tenant
      delivers its notice of election to exercise the Renewal Option to
      Landlord, Tenant shall not be in default in the performance of any of its
      obligations hereunder beyond any applicable period of grace specified in
      the Lease.

              
	 
      	 
      
	 
      	
                          (iv)          The
      Renewal Term shall be on the same terms and conditions contained in the
      Lease, except that (A) the Fixed Basic Rent shall be as specified in
      Section 2(b) with respect to the Renewal Term, and (B) Tenant shall be
      entitled to an allowance of Five Hundred Thousand Dollars ($500,000.00)
      (the “Renewal
      Allowance”) which shall be applied solely against Tenant’s Costs
      (as hereinafter defined) for improvements to the Premises (the “Tenant Improvements”)
      and for no other purpose.
      “Tenant’s Costs” shall mean Tenant’s out-of-pocket contract or
      purchase price(s) for materials, components, labor and services for the
      Tenant Improvements. The Renewal Allowance shall be payable as the Tenant
      Improvements progress upon submission to Landlord of invoices from the
      contractors performing the work, together with copies of all invoices and
      other backup documentation reasonably requested by Landlord relative
      thereto. In the event that Tenant fails to utilize the entire Renewal
      Allowance, Tenant shall not be entitled to any refund or credit against
      the rent payable hereunder. In the event that Tenant’s Costs exceed the
      amount of the Renewal Allowance, Tenant shall be solely responsible for
      such excess costs. All requests for the Renewal Allowance shall be made
      within twelve (12) months after commencement of the Renewal Term. If
      Landlord shall fail to pay Tenant all or any portion of the Renewal
      Allowance as and when such amount shall be due, Landlord shall be
      responsible for paying Tenant interest on all amounts so unpaid at the
      rate of ten percent (10%) per annum until paid in full. Such unpaid
      amounts, with interest, may be offset by Tenant against its rental
      obligations under the Lease, as amended hereby, until the unpaid amount is
      so offset or paid by Landlord in full; provided, that in no event shall
      such offset reduce any monthly installment of the Fixed Basic Rent payable
      by Tenant by more than twenty percent (20%); provided further, that if
      there shall be insufficient months remaining in the Renewal Term for
      Tenant to be fully reimbursed by offset as aforesaid, then the twenty
      percent (20%) limitation hereinabove provided shall be increased to such
      percentage which is the minimum percentage which would enable Tenant to be
      fully reimbursed by offset against the remaining installments of Fixed
      Basic Rent payable by Tenant.

              
	 
      	 
      
	 
      	
                          (v)          Except
      for the specific Renewal Term set forth above, there shall be no further
      privilege of renewal.

              


      

    

     

              3.        Time of
the Essence. All
times specified in this Second Amendment are of the essence of the parties’
agreements herein contained.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

              4.         Brokers. Each of Landlord and Tenant
represents to the other that it has engaged no broker or finder in connection
with this Second Amendment, and each shall indemnify, defend and hold the other
harmless in the event its foregoing representation proves untrue.

     

              5.        Consents. Landlord represents and
warrants to Tenant that Landlord has obtained all consents and approvals
necessary for Landlord to enter into this Second Amendment, including (without
limitation) any consent or approval required by the holder of any lien or
security interest encumbering all or any part of the Building.

     

              6.        Affirmation
of Guaranty. Icon
plc (“Guarantor”)
executed that certain Guaranty Agreement on May 17, 2002 (the “Guaranty”). The Guaranty
provides that Guarantor guarantees and acts as surety for Tenant’s obligations
under the Lease. In order to induce Landlord to execute this Second Amendment,
Guarantor, by its execution hereof, hereby reaffirms its obligations under the
Guaranty with respect to the Lease, as amended by this Second Amendment
(including, without limitation, an extension of the Term as herein
provided).

     

              7.        Entire
Agreement/Ratification. This Second Amendment
represents the entire understanding of the parties with respect to the subject
matter hereof, and the Lease as hereby amended remains in full force and effect
and may not be modified further except in a writing executed by the parties to
be bound thereby. Unless expressly modified herein, the terms and conditions of
the Lease shall continue in full force and effect, and the parties hereby
confirm and ratify the same.