Exhibit 10.44


 


FIRST AMENDMENT TO LEASE


 


This FIRST
AMENDMENT TO LEASE (this “Amendment”)
is made and entered into as of June 2, 2004 (the “Effective Date”), by and between WATER
GARDEN COMPANY, L.L.C., a Delaware limited liability company (“Landlord”), and SPECIALTY LABORATORIES,
INC., a California corporation (“Tenant”).


 


1.              Recitals.


 


1.1          Lease.  Landlord and Tenant are parties to that
certain Office Lease dated as of January 12, 2004 (the “Lease”) for Premises located in the
Building and the Project (all as defined in the Lease), all as more
particularly described in the Lease.  All
terms defined in the Lease shall have the same meanings when used in this
Amendment, unless a different meaning is clearly expressed herein.


 


1.2          Amendment.  The parties hereto desire to amend the Lease
to modify certain termination rights of Tenant and to otherwise amend the Lease
on the terms and conditions set forth herein.


 


2.              Termination
Option.


 


2.1          Amendment of Dates.  As of the Effective Date, (a) the Early
Termination Date of September 1, 2004 in Article 2 of the Lease is
amended and restated as November 1, 2004, and (b) the final notice
date of June 1, 2004 in Article 2 of the Lease is amended and
restated as August 1, 2004.


 


2.2          Amendment of Base
Rent.  For
the calendar months of September, 2004 and October, 2004, Tenant shall pay as
Base Rent the amount of One Hundred Ten Thousand Eight Hundred Fifty-Two and
13/100 Dollars ($110,852.13) in lieu of the amount set forth in Section 6
of the Summary of Basic Lease Information. 
Base Rent for all other months of the Lease Term shall remain as stated
in the Summary and are not affected by this Amendment.


 


3.              Landlord’s Fees.


 


Tenant shall
pay all of Landlord’s actual, reasonable out-of-pocket attorneys’ fees arising
from the preparation and execution of this Amendment, within ten (10) days of
Tenant’s receipt of an invoice therefor from Landlord.


 


4.              Any Prior
Election Rescinded.


 


The parties
agree that upon the mutual execution and delivery of this Amendment by each of
Landlord and Tenant, any election of the Termination Option by Tenant dated
prior to the Effective Date shall be rescinded and of no further force and
effect.  In conjunction therewith, in the
event that Landlord received the Termination Fee from Tenant, then Landlord


 


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shall refund any such Termination Fee to Tenant within five (5) days of
the Effective Date, without any interest thereon or owing with respect thereto.


 


5.              Miscellaneous.


 


5.1          Lease Ratified.  Except as specifically amended or modified
herein, each and every term, covenant, and condition of the Lease, as amended,
is hereby ratified and shall remain in full force and effect.


 


5.2          Lease Provisions
Incorporated. 
The following Sections of the Lease are incorporated herein as if fully
set forth herein, substituting the term “Amendment”, as a reference to this
Amendment, for the term “Lease”:  29.4,
29.5, 29.6, 29.7, 29.8, 29.15 and 29.16.


 


5.3          Counterparts.  This Amendment may be executed in any number
of counterparts, each complete set of which, when taken together, shall
constitute a single fully executed original Amendment.


 


[signatures appear on the following page]


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the date first
above written.


 


	
   

  	
  “Landlord”:

  
	
   

  	
   

  
	
   

  	
  WATER GARDEN
  COMPANY L.L.C.,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ HILARY
  SPANN

  	
   

  
	
   

  	
   

  	
  Hilary Spann

  
	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  
	
   

  	
   

  	
   

  
	
   

  	
  SPECIALTY
  LABORATORIES, INC.,

  
	
   

  	
  a California
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NICHOLAS
  R. SIMMONS

  	
   

  
	
   

  	
   

  	
  Its:

  	
  General
  Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  



 


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