SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENT
THIS SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (this "Amendment")
is made as of the Amendment Date (as hereinafter defined) by and among ProLogis
North Carolina Limited Partnership, a Delaware limited partnership (hereinafter
referred to as "Landlord") and Priority Fullfillment Services, Inc., a Delaware
corporation (hereinafter referred to as "Tenant").
WHEREAS, Landlord (or its predecessor-in-interest) and Tenant (or its
predecessor-in-interest) entered into that certain Industrial Lease Agreement
dated March 31, 1999 relating to the lease of approximately 120,000 square feet
of space within the Building (Building "1" of Southpark), located in Memphis,
Shelby County, Tennessee (the "Original Demised Premises"); and as modified by
that First Amendment To Industrial Lease dated December 30, 1999 wherein the
Lease was assigned to the Tenant and the Original Demised Premises was expanded
to include the remaining 100,100 square feet of space within the Building (the
"Expansion Space"; the Original Demised Premises and the Expansion Space being
referred to hereinafter collectively as the "Demised Premises") totaling 220,100
feet and subject to the terms and conditions set forth herein. The Lease
dated March 31, 1999 and the First Amendment To Industrial Lease Agreement dated
December 30, 1999 shall hereinafter collectively be referred to as the "Lease".
WHEREAS, Landlord and Tenant desire to extend the Term of the Lease and
to modify certain other terms and conditions as set forth below.
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00), the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. All capitalized terms used in this Amendment shall have the meanings
ascribed thereto in the Lease unless otherwise set forth herein.
2. The Term of the Lease shall be extended for a period of five (5 )
years beginning January 1, 2004 (the "Extension Commencement Date")
such that the expiration date of the Lease Term shall be December 31,
2008 ("Expiration Date") unless terminated earlier in accordance with