Exhibit 10.40
Medical Office Building Lease
1.
BASIC TERMS.
THIS SECTION 1 CONTAINS THE BASIC TERMS OF THIS
LEASE BETWEEN LANDLORD AND TENANT, NAMED BELOW.
OTHER SECTIONS OF THE LEASE
REFERRED TO IN THIS SECTION 1 EXPLAIN AND DEFINE THE BASIC TERMS AND ARE TO BE
READ IN CONJUNCTION WITH THE BASIC TERMS.
1.1.
EFFECTIVE DATE OF LEASE: AUGUST 31, 2006
1.2.
LANDLORD: IMAGE PROPERTIES, LLC, A SOUTH CAROLINA LIMITED LIABILITY
COMPANY.
1.3.
TENANT: [MEDQUEST ENTITY]., A
CORPORATION.
1.4.
PREMISES: APPROXIMATELY
RENTABLE SQUARE FEET IN THE BUILDING
COMMONLY KNOWN AS
,
,
(THE
"BUILDING").
1.5.
PROPERTY: SEE EXHIBIT A.
1.6.
LEASE TERM:
(
) MONTHS (THE "TERM"), COMMENCING
SEPTEMBER 1, 2006 (THE "COMMENCEMENT DATE") AND ENDING, SUBJECT TO SECTION 2.3
AND EXHIBIT B BELOW,
(THE "EXPIRATION DATE").
1.7.
PERMITTED USES (SEE SECTION 4.1):
MEDICAL OFFICE BUILDING,
INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF A DIAGNOSTIC IMAGING BUSINESS OR
MEDICAL RECORDS STORAGE, AND SUBJECT TO LANDLORD'S WRITTEN CONSENT, NOT TO BE
UNREASONABLY CONDITIONED, DELAYED OR WITHHELD, ANY OTHER LAWFUL USE.
1.8.
TENANT'S GUARANTOR: MQ ASSOCIATES, INC., A DELAWARE CORPORATION
(FORM OF GUARANTY ATTACHED HERETO AS ADDENDUM 2).
1.9.
INITIAL ESTIMATED ADDITIONAL RENT PAYABLE BY TENANT: $
PER
MONTH.
1.10.
EXHIBITS TO LEASE: THE FOLLOWING EXHIBITS ARE ATTACHED TO AND MADE A
PART OF THIS LEASE: A (LEGAL DESCRIPTION); B (CONFIRMATION OF COMMENCEMENT
DATE); C (INSURANCE CERTIFICATES); D (TERMINATION OPTION SCHEDULES); ADDENDUM 1
(RENEWAL OPTION); AND ADDENDUM 2 (FORM OF GUARANTY).
1.11.
TENANT'S PROPORTIONATE SHARE OF OPERATING EXPENSES IS
%.
2.
LEASE OF PREMISES; RENT.
2.1.
LEASE OF PREMISES FOR LEASE TERM.
LANDLORD HEREBY LEASES THE
PREMISES TO TENANT, AND TENANT HEREBY RENTS THE PREMISES FROM LANDLORD, FOR THE
TERM AND SUBJECT TO THE CONDITIONS OF THIS LEASE.
2.2.
TYPES OF RENTAL PAYMENTS.
TENANT SHALL PAY NET BASE RENT TO
LANDLORD IN MONTHLY INSTALLMENTS, IN ADVANCE, ON THE FIRST DAY OF EACH AND EVERY
CALENDAR MONTH DURING THE TERM OF THIS LEASE (THE "BASE RENT") IN THE AMOUNT OF
THOUSAND
HUNDRED
AND NO/100THS DOLLARS ($
,
.00);
PROVIDED, HOWEVER, BEGINNING JANUARY 1, 2009, AND OCCURRING AGAIN EACH JANUARY
1ST THEREAFTER FOR THE REMAINDER OF THE LEASE TERM (JANUARY 1, 2009 AND EACH
JANUARY 1ST THEREAFTER DURING THE LEASE TERM, COLLECTIVELY AND INDIVIDUALLY, THE
"ADJUSTMENT DATE"), THE BASE RENT SHALL BE INCREASED ANNUALLY IN THE FOLLOWING
MANNER:
SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THE BASE RENT PROVIDED FOR
IN THIS SECTION 2.2 SHALL BE SUBJECT TO BEING INCREASED BY THE PERCENTAGE OF
INCREASE, IF ANY, IN THE UNITED STATES DEPARTMENT OF LABOR, BUREAU OF LABOR
STATISTICS, CONSUMER PRICE INDEX FOR URBAN WAGE EARNERS AND CLERICAL WORKERS -
U.S. CITY AVERAGE, ALL ITEMS (BASE YEAR 1982-84=100) ("INDEX").
IF THE INDEX
HAS CHANGED SO THAT THE BASE YEAR DIFFERS FROM THAT USED IN THIS SECTION, THE
INDEX SHALL BE CONVERTED IN ACCORDANCE WITH THE CONVERSION FACTOR PUBLISHED BY
THE UNITED STATES DEPARTMENT OF LABOR, BUREAU OF LABOR STATISTICS, TO THE
1982-84 BASE.
IF THE INDEX IS DISCONTINUED OR REVISED DURING THE TERM,