Exhibit 10.1


 


FIRST
AMENDMENT TO LEASE


 


This First Amendment to
Lease (“First Amendment”) is entered into as of May 11, 2006, by and
between the NewTower Trust Company  Multi-Employer Property Trust (fka the Multi-Employer
Property Trust), a trust organized under 12 C.F.R. Section 9.18 (“Landlord”)
and Cephalon, Inc., a
Delaware corporation (“Tenant”), in consideration of the mutual
covenants contained herein and the benefits to be derived herefrom.


 


WITNESSETH:


 


WHEREAS, Landlord and
Tenant entered into a certain Office Lease dated as of January 14, 2004 (the “Lease”)
pursuant to which Landlord leased to Tenant approximately one hundred thirteen
thousand seven hundred forty-nine (113,749) rentable square feet (the “Initial
Premises”) of space on the first, second and third floors of the building (referred
to herein and in the Lease as the “Building”) located at 41 Moores Road,
Frazer, Pennsylvania, commonly known as Westbrook Corporate Center; and


 


WHEREAS, by letter dated
February 28, 2006 from Tenant to Landlord, Tenant has exercised its right under
Paragraph 2.12 of the Lease to extend the term of the Lease from February 28,
2007 through February 29, 2008 (the “Prior Exercised Renewal Option”) at
the rental rate set forth in the Lease; and


 


WHEREAS, Tenant also
subleases an additional seventy-three thousand nine hundred four (73,904)
rentable square feet (as further described in Section 3 hereof and defined
therein as the Expansion Premises) in the Building from Systems & Computer
Technology Corporation (“SCT”) pursuant to a certain Sublease dated as
of March 1, 2004 between SCT and the Tenant, the term of which expires on
February 28, 2009; and


 


WHEREAS, Landlord and
Tenant are desirous of amending the Lease to, among other things (a) further
extend the term thereof, and (b) provide that Tenant shall lease the Expansion
Premises directly from the Landlord upon the expiration of the Sublease, all on
the terms and conditions set forth herein;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is
acknowledged by both Landlord and Tenant, the parties agree that the Lease is
hereby amended as follows:


 


1.                                       Capitalized Terms. Capitalized terms that are used but not defined in this First Amendment
shall have the meanings given them in the Lease.


 


2.                                       Extension of Lease Term. The Lease is hereby amended to extend the Lease Term from its present
expiration date of February 29, 2008 to February 28, 2015, and the definition
of the “Lease Term” set forth in Section 1 of the Lease is amended by
deleting the words “and end thirty-six months following the Rent Commencement
Date” from the first sentence thereof and substituting in their stead the words
“and end on February 28, 2015”.


 


3.                                       Expansion Premises.


 


(a)                                  Effective on
March 1, 2009 (the “Expansion Premises Commencement Date”), Landlord
hereby leases to Tenant, and Tenant hereby rents from Landlord upon the terms
and conditions of this First Amendment, the portion of the Building depicted on
the plan attached hereto as First Amendment Exhibit A
and agreed by Landlord and Tenant for all purposes under the Lease to consist
of an aggregate of approximately seventy-three thousand nine hundred four
(73,904) rentable square feet (the “Expansion Premises”), of which
approximately nineteen thousand one hundred seventy-five (19,175) rentable
square feet are located on the first floor of the Building, approximately
twenty-one thousand nine hundred sixty-six (21,966) rentable square feet are
located on the second floor of the Building, and approximately thirty-two
thousand seven hundred sixty-three (32,763) rentable square feet are located on


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


1

















 


the third floor of the
Building. On the Expansion Premises Commencement Date, the Expansion Premises
shall become part of the Premises and, except as otherwise provided herein,
shall be subject to all of the terms and conditions of the Lease for the
remainder of the Lease Term.


 


(b)                                 Tenant
acknowledges and agrees that it is and shall remain in possession of the
Expansion Premises through the Expansion Premises Commencement Date, subject to
and in accordance with the terms of the Sublease and that certain Consent to
Sublease dated March      , 2004 by and among
Landlord, Tenant and SCT.


 


4.                                       Modification of Base Rent. Base Rent for the period through and including February 28, 2007 shall
continue to be due and payable at the rate set forth in the Lease as in effect
prior to this First Amendment. Any other provision of the Lease to the contrary
notwithstanding, Section 1 of the Lease is hereby amended to provide that Base
Rent for the period beginning on March 1, 2007 shall be as follows:


 


	
   

  	
   

  	
  Applicable

  	
   

  	
  Rate

  	
   

  	
   

  	
   

  	
  Monthly Base

  
	
  Applicable Portion of Lease Term

  	
   

  	
  Portion of

  	
   

  	
  Per/Rentable

  	
   

  	
  Annual Base

  	
   

  	
  Rent Installment

  
	
  Beginning

  	
   

  	
  Ending

  	
   

  	
  Premises

  	
   

  	
  Sq. Ft./ Annum

  	
   

  	
  Rent

  	
   

  	
  (Annual ÷ 12)

  
	
  March
  1, 2007

  	
   

  	
  February
  29, 2008*

  	
   

  	
  Initial Premises Only

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  March
  1, 2008

  	
   

  	
  February
  28, 2009

  	
   

  	
  Initial Premises Only

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  March
  1, 2009

  	
   

  	
  February
  28, 2010

  	
   

  	
  Initial Premises and Expansion Premises

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  March
  1, 2010

  	
   

  	
  February
  28, 2011

  	
   

  	
  Initial Premises and Expansion Premises

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  March
  1, 2011

  	
   

  	
  February
  29, 2012

  	
   

  	
  Initial Premises and Expansion Premises

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  March
  1, 2012

  	
   

  	
  February
  28, 2013

  	
   

  	
  Initial Premises and Expansion Premises

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  March
  1, 2013

  	
   

  	
  February
  28, 2014

  	
   

  	
  Initial Premises and Expansion Premises

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  March
  1, 2014

  	
   

  	
  February
  28, 2015

  	
   

  	
  Initial Premises and Expansion Premises

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 






*Base Rent for the period
from March 1, 2007 through February 29, 2008 representing the period covered by
the Prior Exercised Renewal Option has not been amended but is restated in the
above table in order to confirm same.


 


5.                                       Definitions. The Lease is hereby amended by deleting from Section 1 thereof the
definitions of Base Year, Premises, Prime Rate, and Tenant’s Pro Rata Share, and
substituting in their stead the following:


 


(a)                                  Base Year:  For that portion of the Lease Term (i) prior
to March 1, 2008, the “Base Year” is calendar year 2004, and (ii) from
and after March 1, 2008, the “Base Year” is calendar year 2008.


 


(b)                                 Premises:  For that portion of the Lease Term prior to
the Expansion Premises Commencement Date, “Premises” means and refers to
the Initial Premises consisting of an aggregate of approximately one hundred
thirteen thousand seven hundred forty-nine


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


2

















 


(113,749) rentable square
feet, of which approximately thirty-eight thousand nine hundred thirty-three
(38,933) rentable square feet are located on the first floor of the Building,
approximately forty-two thousand five hundred ninety (42,590) rentable square
feet are located on the second floor of the Building, and approximately thirty-two
thousand two hundred twenty-six (32,226) rentable square feet are located on
the third floor of the Building. For that portion of the Lease Term from and
after the Expansion Premises Commencement Date, “Premises” means and
refers to the Initial Premises and the Expansion Premises consisting of the
entire Building and containing approximately one hundred eighty-seven thousand
six hundred fifty-three (187,653) rentable square feet. The number of rentable
square feet of the Initial Premises and the Expansion Premises as set forth in
this paragraph shall be final, binding and conclusive for all purposes of this
Lease.


 


(c)                                  Tenant’s Pro Rata Share:  A fraction, the numerator of which is the
number of rentable square feet of floor area in the Premises, and the
denominator of which is the number of rentable square feet of floor area in the
Building. Except as provided below, for all periods during the Lease Term prior
to the Expansion Premises Commencement Date, “Tenant’s Pro Rata Share”
is 113,749/187,653 = sixty and sixty-two one-hundredths percent (60.62%), which
shall be final, conclusive and controlling during such portion of the Lease
Term for all purposes. For all periods during the Lease Term from and after the
Expansion Premises Commencement Date, “Tenant’s Pro Rata Share of Operating
Costs” is 187,653/187,653 = one hundred percent (100.00%), which shall be
final, conclusive and controlling during such portion of the Lease Term for all
purposes. Notwithstanding the foregoing, for purposes of determining the Excess
Operating Costs Allocable to the Premises, Tenant’s Pro Rata Share for the
first Lease Year (i.e. March 1, 2004 through February 28, 2005) is deemed to be
thirty-nine and ninety-seven one-hundredths percent (39.97%) and Tenant’s Pro
Rata Share for the second Lease Year (i.e. March 1, 2005 through February 28,
2006) is deemed to be forty-nine and three one-hundredths percent (49.03%).


 


6.                                       Condition of Premises. Tenant accepts the Initial Premises, and shall accept the Expansion
Premises, for the remainder of the Lease Term (as extended herein) in their AS IS condition. Tenant acknowledges that no representations
as to the condition of the Initial Premises or the Expansion Premises have been
made by Landlord. Notwithstanding anything to the contrary contained herein or
in the Lease, except as expressly provided in Section 7 of this First Amendment
Landlord shall have no obligation to provide any improvement allowance as a
condition to, or in connection with, the extension of the Lease Term or the
expansion of the Premises as provided in this First Amendment.


 


7.                                        Refurbishment Improvements/Allowance.
In the event that Tenant desires to refurbish the Premises after March 1, 2010,
subject to the terms and conditions hereof Landlord shall provide Tenant with
an allowance (the “Refurbishment Allowance”) toward the cost of such
refurbishment (including labor and materials, architectural, engineering,
permitting and space planning fees, and construction management fee) of up to a
maximum of [**] of the Premises (i.e. [**]). Except as provided in the penultimate
sentence of this Section 7, any such refurbishment work (collectively, “Refurbishment
Improvements”) shall be subject to all of the terms and conditions of
Exhibit C to the Lease, provided that any reference in Exhibit C to (a) “Tenant
Improvements” shall be deemed to refer to the Refurbishment Improvements, (b)
the “Tenant Improvement Allowance” shall be deemed to refer to the
Refurbishment Allowance, (c) the Tenant Improvement Contractor shall be deemed
to refer to the contractors approved by Landlord for the Refurbishment Work in
accordance with Paragraph 2(c) of said Exhibit C, (d) the Plans and
Specifications shall be deemed to refer to the plans and specifications
approved by Landlord for the Refurbishment Work in accordance with Paragraph 1
of said Exhibit C, and (e) Tenant Improvement Costs shall be deemed to refer to
the costs of the Refurbishment Improvements (which costs shall include all of
the same types of costs applicable to the Tenant Improvements as are included
in Tenant Improvement Costs under Paragraph 3(a) of said Exhibit C).
Notwithstanding anything to the contrary contained in the Lease (including but
not limited to the last paragraph of Exhibit C to the Lease), (x) in the event
that Tenant


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


3

















 


has not completed the
Refurbishment Improvements and/or satisfied all of the terms and conditions for
disbursement of the Refurbishment Allowance on or before March 1, 2013,
Landlord shall have no further obligation to pay or disburse any remaining
portion of the Refurbishment Allowance, and (y) 
Tenant shall not be entitled to receive any credit or payment on account
of any unexpended portion of the Refurbishment Allowance. Further, (1) in
addition to the matters provided for in Paragraph 4.19 of the Lease, to the
extent accurate any estoppel certificate requested by Landlord shall certify
that all required contributions by Landlord to Tenant on account of the
Refurbishment Improvements have been delivered or received, as the case may be,
and (2) for all purposes under the Lease, the Refurbishment Improvements shall
constitute Tenant Alterations and shall be subject to all terms and conditions
applicable thereto, provided that in the event of any inconsistency between the
terms of this First Amendment and the terms of the Lease, the terms of this
First Amendment shall control.


 


8.                                       Option to Renew.


 


(a)                                  Paragraph
2.12 of the Lease is hereby amended by deleting the first two (2) lines thereof
and subparagraphs (a) through (f) (but retaining the balance of said paragraph
2.12 from and after the definition of “Fair Market Rent”):


 


“Option to Renew. Landlord hereby
grants Tenant one (1) option to renew the Lease Term for a period of five (5)
years (the “Renewal Term”) beginning on March 1, 2015 and ending on
February 29, 2020, upon the following terms and conditions:


 


(a)                                  Tenant
must exercise such renewal option, if at all, by giving written notice (the “Exercise
Notice”)  to Landlord on or before
August 31, 2013;


 


(b)                                 At
the time Tenant delivers the Exercise Notice, this Lease must be in full force
and effect, Tenant must not have assigned this Lease or sublet more than
fifteen percent (15%) of the Premises, and no Event of Default shall have occurred
and be continuing hereunder; and


 


(c)                                  The
Renewal Term shall be upon the same term, covenants and conditions contained in
this Lease, except that (1) the annual Base Rent for the renewal Term shall be
the then-current Fair Market Rent of the Premises as of the first day of the
Renewal Term, but in no event less than the annual Base Rent in effect
immediately prior to the commencement of the Renewal Term, and (2) Tenant shall
have no further option to extend the Lease Term.


 


(b)                                 Paragraph 2.12
of the Lease is hereby further amended by deleting the words “adjusted to
reflect a 2004 Base Year” from the fourth line of the text immediately
following former subparagraph (f) (which has been deleted pursuant to Section
10(a) of this First Amendment) and substituting in their stead “adjusted to
reflect a 2008 Base Year”.


 


11.                                 Right of First Offer No Longer Applicable.
The Lease is hereby amended by deleting Paragraph 2.13 thereof in its entirety.


 


12.                                 Default Rate. Section 3.8 of the
Lease is hereby amended by deleting clause (a) thereof and substituting in its
stead the following:


 


“(a)  the published prime or reference rate at a
national banking institution designated by Landlord (the “Prime Rate”) then in
effect, plus three (3) percentage points, or”.


 


13.                                 Modification of Tenant’s Insurance Requirements.
(a)  Subparagraph 4.14.1(a) of the Lease
is hereby amended by deleting the following text from the last three (3) lines thereof:


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


4

















 


“and which policy names
Landlord and Manager and, at Landlord’s request Landlord’s mortgage lender(s)
or investment advisors, as additional insureds;”


 


and substituting in its
stead the following:


 


“and
which policy names Landlord, Kennedy Associates Real Estate Counsel, Inc., the Manager
and, at Landlord’s request, Landlord’s trustee(s), mortgage lender(s) and/or
investment advisors, as additional insureds;”.


 


(b)  Subparagraph 4.14.2 of the Lease is hereby
amended by deleting the last sentence thereof and substituting the following in
its stead:


 


“Upon
any request from time to time made by Landlord, Tenant shall deliver to
Landlord, Kennedy Associates Real Estate Counsel, Inc., the Manager, and any
other parties hereunder required to be named as additional insureds,
certificates evidencing the existence and amounts of all such policies.”


 


14.                                 Modification of Landlord’s Insurance Requirements.
Subparagraph 4.15.1 of the Lease is hereby superseded and replaced in its
entirety by the following:


 


“4.15.1   A policy of commercial general liability
insurance, insuring against claims of bodily injury and death or property
damage or loss with a combined single limit at the Commencement Date of not
less than One Million Dollars ($1,000,000.00) per occurrence and Two Million
Dollars ($2,000,000.00) in the aggregate, which policy shall be payable on an “occurrence”
rather than a “claims made” basis; and an excess liability policy in umbrella
form with a minimum limit of liability of Four Million Dollars ($4,000,000.00);”.


 


15.                                 Modification of Landlord’s Authorized Agents.
Paragraph 6.17 of the Lease is hereby superseded and replaced in its entirety
by the following:


 


“6.17                     Landlord’s Authorized Agents. Notwithstanding
anything contained in the Lease to the contrary, including without limitation, the
definition of Landlord’s Agents, only officers of Landlord’s authorized
representative, Kennedy Associates Real Estate Counsel, Inc., and officers of NewTower
Trust Company, the trustee of Landlord, are authorized to amend, renew or
terminate this Lease, or to compromise any of Landlord’s claims under this
Lease or to bind Landlord in any manner. Without limiting the effect of the
previous sentence, no property manager or broker shall be considered an
authorized agent of Landlord to amend, renew or terminate this Lease, to
compromise any of Landlord’s claims under this Lease or to bind Landlord in any
manner.”


 


16.                                 Change of Designated Addresses.
Landlord’s Designated Address set forth in the Lease opposite Landlord’s
signature is hereby superseded and replaced in its entirety by the following:


 


Designated Address
for Landlord:


 


NewTower Trust Company
Multi-Employer Property Trust


c/o Kennedy Associates
Real Estate Counsel, Inc.

Attention: Executive Vice President - Asset Management

1215 Fourth Ave., Suite 2400

Seattle, WA 98161 

Facsimile:  (206) 682-4769


 


with a copy to:


 


NewTower Trust Company
Multi-Employer Property Trust


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


5

















 


c/o Kennedy Associates
Real Estate Counsel, Inc.


Attn: Vice President -
Asset Management


7315 Wisconsin Avenue,
Suite 350 West


Bethesda, MD 20814


Facsimile:  (301) 656-9339


 


and with a copy to:


 


NewTower Trust Company
Multi-Employer Property Trust


c/o NewTower Trust
Company


Attn: President/MEPT


or Patrick O. Mayberry


Three Bethesda Metro
Center, Suite 1600


Bethesda, MD 20814


Facsimile:  (240) 235-9961


 


and with a copy to
Manager at:


 


Trammell Crow Company


101 West Elm Street,
Suite 400


Conshohocken, PA 19428


Facsimile:   484-530-4601


 


Tenant’s Designated
Address set forth in the Lease opposite Tenant’s signature is hereby superseded
and replaced in its entirety by the following:


 


Designated Address
for Tenant:


 


Cephalon, Inc.


41 Moores Road


Frazer, PA 19355


Attn: Legal Department


Facsimile: (610) 738-6590


 


with a copy to:


 


Morgan, Lewis &
Bockius LLP


1701 Market Street


Philadelphia, PA 19103


Attn:  J.J. Broderick, Esq.


Facsimile:  (215) 963-5001


 


17.                                 Offer. The submission of this First
Amendment to Tenant or its broker or other agent does not constitute an offer
to amend the Lease. This First Amendment shall have no force or effect until:
(a) it is executed and delivered by Tenant to Landlord; and (b) it is executed
and delivered by Landlord to Tenant.


 


18.                                 Brokers. Tenant was represented in
the transaction evidenced by this First Amendment by Studley, Inc. (“Tenant’s
Broker”), a licensed real estate broker. Landlord was represented in the
transaction evidenced by this First Amendment by Trammell Crow Company (“Landlord’s
Broker”), a licensed real estate broker. Each party to this First Amendment
shall indemnify, defend and hold harmless the other party from and against any
and all claims asserted against such other party by any real estate broker,
finder or intermediary relating to any act of the indemnifying party in
connection with this First Amendment.


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


6

















 


19.                                 Severability; Captions. If any
clause or provision of this First Amendment is determined to be illegal,
invalid, or unenforceable under present or future laws, the remainder of this First
Amendment shall not be affected by such determination, and in lieu of each
clause or provision that is determined to be illegal, invalid or unenforceable,
there be added as a part of this First Amendment a clause or provision as
similar in terms to such illegal, invalid or unenforceable clause or provision
as may be possible and be legal, valid and enforceable. Headings or captions in
this First Amendment are added as a matter of convenience only and in no way
define, limit or otherwise affect the construction or interpretation of this First
Amendment.


 


20.                                 Incorporation of Prior Agreement; Amendments.
The Lease, together with this First Amendment contains all of the agreements of
the parties hereto with respect to any matter covered or mentioned therein or
herein, and no prior agreement or understanding pertaining to any such matter
shall be effective for any purpose. No provision of the Lease as amended by
this First Amendment may be amended or added to except by an agreement in
writing signed by the parties to the Lease or their respective successors in interest.


 


21.                                 Authority. Each individual
executing this First Amendment on behalf of their respective party represents
and warrants to the other party that he or she is duly authorized to so execute
and deliver this First Amendment and that all corporate actions and consents
required for execution of this First Amendment have been given, granted or
obtained. If Tenant is a partnership, company, corporation or other business
organization, it shall, within ten (10) Business Days after demand by Landlord,
deliver to Landlord satisfactory evidence of the due authorization of this
Lease and the authority of the person executing this First Amendment on its
behalf.


 


22.                                 Ratification of Lease. The Lease,
as herein amended, remains in full force and effect and is hereby ratified and
reaffirmed in all respects.


 


<THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK>


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


7

















 


WHEREFORE, the parties
set their hands and seals as of the date first written above.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  NewTower
  Trust Company Multi-Employer 

  Property Trust, a trust organized under 

  12 C.F.R. Section 9.18

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kennedy
  Associates Real Estate Counsel, Inc., 

  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James R.
  Landau

  	
   

  
	
   

  	
   

  	
  Name: James R.
  Landau

  
	
   

  	
   

  	
  Its: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  Cephalon, Inc.,a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Urban

  	
   

  
	
   

  	
  Print Name: Robert J.
  Urban

  
	
   

  	
  Title: Vice President,
  Worldwide Facilities and 

  Corporate Engineering

  
							



 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


8

















 


LANDLORD ACKNOWLEDGEMENT


 


	
  Maryland

  	
  )

  
	
  Montgomery

  	
  ) ss.

  
	
   

  	
  )

  



 


On
this 11th day of May, 2006, before me personally appeared James R.
Landau, to me known to be a Vice President of Kennedy Associates Real Estate
Counsel, Inc., the corporation that executed the within and foregoing
instrument as authorized signatory of the NewTower Trust Company Multi-Employer
Property Trust, and acknowledged said instrument to be the free and voluntary
act and deed of such corporation as such authorized signatory, for the uses and
purposes therein mentioned, and on oath stated that he (he or she) was
authorized to execute said instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.


 


	
   

  	
  Name: /s/

  	
  Melissa A. McLean

  	
   

  
	
   

  	
  NOTARY PUBLIC in and
  for the Maryland,

  
	
   

  	
  residing at Washington
  DC.

  
	
   

  	
  My appointment expires:
  August 29, 2009.

  



 


[NOTARIAL SEAL]


 


TENANT
ACKNOWLEDGEMENT


 


	
   

  	
  )

  
	
   

  	
  ) ss.

  
	
   

  	
  )

  



 


On this 21st day of April,
2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania
personally appeared Robert J. Urban, the Vice President, Worldwide Facilities
and Corporate Engineering of Cephalon, Inc., the Delaware corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation
for the uses and purposes therein mentioned, and on oath stated that s/he/they
was/were authorized to execute said instrument..


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year first
above written.


 


 


	
   

  	
  Name:

  	
  /s/ Carolyn S. Iosca

  	
   

  
	
   

  	
  NOTARY PUBLIC in and
  for the

  
	
   

  	
   

  	
  , residing at 

  
	
   

  	
   

  	
  .

  
	
   

  	
  My appointment expires:
  March 3, 2007.

  
						



 


[NOTARIAL SEAL]


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


9

















 


First Amendment Exhibit A


 


Drawing Showing the Expansion Premises


 






**Portions of the Exhibit have been omitted and have been filed
separately pursuant to an application for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


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