MEMORANDUM AND AMENDMENT
EXHIBIT 10.2
MEMORANDUM AND AMENDMENT
THIS MEMORANDUM AND AMENDMENT (“Memorandum”) dated
January 23rd , 2008, is executed by and between XXXXXXX CAPITAL CORPORATION, a
California corporation, as agent for the fee owners of Westwood of Lisle I & II (“Landlord”),
and SXC HEALTH SOLUTIONS, INC., a Texas corporation (“Tenant”).
WHEREAS, Tenant and Xxxxx VAF Westwood of Lisle II, L.P. (“Xxxxx”) entered into that
certain Lease Agreement dated March 24, 2006 (“Lease”), for the lease of 65,782 rentable
square feet located on floors four and five and a portion of floor six at the Building
commonly known as 0000 Xxxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx 00000; and
WHEREAS, By assignment, Landlord has succeeded to Xxxxx’ right, title and interest in the
Lease; and
WHEREAS, Pursuant to Section 28 of the Lease, Tenant has the right, inter alia, to
exercise Expansion Option 1 to lease 10,898 rentable square feet on the sixth floor of the
Building known as Expansion Space A; and
WHEREAS, Tenant heretofore exercised Expansion Option 1 for Expansion Space A; and
WHEREAS, Pursuant to the Lease, Landlord through its agent delivered a letter attached
hereto as Exhibit A and made a part hereof (“Xxxxx’ Letter”) to Tenant setting out, inter alia,
the Expansion Space Commencement Date; and
WHEREAS, The Landlord and Tenant desire to modify certain provisions of the Xxxxx’
Letter as further set forth herein; and
NOW THEREFORE, In consideration of the foregoing premises and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged by the
parties hereto, the parties agree otherwise as follows:
1. | The Xxxxx’ Letter is hereby modified as set forth below, and Landlord and Tenant agree that except as modified below, all other provisions of the Xxxxx’ Letter remain in full force and effect as originally set forth therein: |
a. | The Expansion Space Commencement Date for Expansion Space A is hereby changed to be March 1, 2008. | ||
b. | The revised table of Fixed Rent for Expansion Space A is set forth below: |
Annual Fixed Rent | ||||||||||||
Period | Monthly Fixed Rent | Annual Fixed Rent | per RSF | |||||||||
3/1/08—1/31/09 |
$ | 12,941.38 | $ | 142,355.12 | * | $14.25/sf | ||||||
2/1/09—1/31/10 |
$ | 13,395.46 | $ | 160,745.50 | $14.75/sf | |||||||
2/1/10—1/31/11 |
$ | 13,849.54 | $ | 166,194.50 | $15.25/sf | |||||||
2/1/11—1/31/12 |
$ | 14,303.63 | $ | 171,643.50 | $15.75/sf | |||||||
2/1/12—1/31/13 |
$ | 14,757.71 | $ | 177,092.50 | $16.25/sf | |||||||
2/1/13—1/31/14 |
$ | 15,211.79 | $ | 182,541.50 | $16.75/sf |
Annual Fixed Rent | ||||||||||||
Period | Monthly Fixed Rent | Annual Fixed Rent | per RSF | |||||||||
2/1/14—1/31/15 |
$ | 15,665.88 | $ | 187,990.50 | $17.25/sf | |||||||
2/1/15—1/31/16 |
$ | 16,119.96 | $ | 193,439.50 | $17.75/sf | |||||||
2/1/16—1/31/17 |
$ | 16,574.04 | $ | 198,888.50 | $18.25/sf | |||||||
2/1/17—1/31/18 |
$ | 17,028.13 | $ | 204,337.50 | $18.75/sf |
* | Annual Fixed Rent has been prorated to reflect Monthly Fixed Rent of 11 months |
c. | Pursuant to Section 28.h.l of the Lease, the Fixed Rent and Tenant Expanse Charge shall be abated through the first to occur of (i) May 29, 2008 which is ninety (90) days after the Expansion Space Commencement Date of March 1, 2008; or (ii) the date that Tenant first occupies Expansion Space A for the conduct of any business therefrom. | ||
d. | As of the Expansion Space Commencement Date, there will be 119 months remaining in the Lease Term, and the Tenant Improvement Allowance for the Expansion Space A is $34.26 per rentable square foot. |
2. | The Lease is hereby modified to provide that effective as of March 1, 2008, Tenant’s Proportionate Share shall be increased to 51.663% based upon 65,782 rentable square feet in the original Demised Premises and 10,898 rentable square feet of Expansion Space A, as a percentage of the total 148,423 rentable square feet of the Building. | |
3. | Landlord is not in default under the Lease and no act or omission has occurred which, with the giving of notice or the passage of time, or both would be a default by Landlord under the Lease | |
4. | All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Lease. | |
5. | This Memorandum may be executed in counterparts. It shall not be necessary that the signatures of all parties appear on each counterpart. All counterparts together shall collectively constitute a single document. |
[signature page follows]
IN WITNESS WHEREOF, Tenant and Landlord have executed this Memorandum and Amendment as the
date set forth above.
TENANT SXC HEALTH SOLUTIONS, INC., a Texas corporation |
||||
By: | /s/ Xxxx Xxxx | |||
Name: | Xxxx Xxxx | |||
Title: | Chief Financial Officer | |||
LANDLORD XXXXXXX CAPITAL CORPORATION, a California corporation, as authorized agent for the fee owners of Westwood of Lisle I & II |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Xxxxx Xxxxxxx | ||||
Director of Asset Management |
EXHIBIT A
XXXXX LETTER
[attached hereto]
![(HINES LOGO)](https://www.sec.gov/Archives/edgar/data/1363851/000095013708003804/c24582c2458217.gif)
VIA HAND DELIVERY
VIA ELECTRONIC MAIL
VIA ELECTRONIC MAIL
September 11, 2007
Xxxxxxx XxXxx
SXC Health Solutions, Inc.
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx, XX
00000
SXC Health Solutions, Inc.
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx, XX
00000
Dear Xxxxxxx:
This letter is intended, pursuant to Article 28 of SXC’s lease, to notify SXC,
inasmuch as SXC has exercised “Expansion Option 1” by its letter of March
26, 2007, that the Expansion Space Commencement Date for Expansion
Space A, which space is comprised of 10,898 rentable square feet on the sixth
(6th) floor of the Building commonly known as 0000 Xxxxxxxxxxx Xxxx
in Lisle, Illinois, shall be January 1, 2008.
In accordance with the provisions of the lease and per the table below, Fixed
Rent and Additional Rent for Expansion Space A will be set at the same
respective rates as the initial Demised Premises.
Annual Fixed Rent | ||||||||||||
Period | Monthly Fixed Rent | Annual Fixed Rent | per RSF | |||||||||
1/1/08—1/31/08 |
$ | 12,487.29 | n/a | $13.75/sf | ||||||||
2/1/08—1/31/09 |
$ | 12,941.38 | $ | 155,296.50 | $14.25/sf | |||||||
2/1/09—1/31/10 |
$ | 13,395.46 | $ | 160,745.50 | $14.75/sf | |||||||
2/1/10—1/31/11 |
$ | 13,849.54 | $ | 166,194.50 | $15.25/sf | |||||||
2/1/11—1/31/12 |
$ | 14,303.63 | $ | 171,643.50 | $15.75/sf | |||||||
2/1/12—1/31/13 |
$ | 14,757.71 | $ | 177,092.50 | $16.25/sf | |||||||
2/1/13—1/31/14 |
$ | 15,211.79 | $ | 182,541.50 | $I6.75/sf | |||||||
2/1/14—1/31/15 |
$ | 15,665.88 | $ | 187,990.50 | $17.25/sf | |||||||
2/1/15—1/31/16 |
$ | 16,119.96 | $ | 193,439.50 | $17.75/sf | |||||||
2/1/16—1/31/17 |
$ | 16,574.04 | $ | 198,888.50 | $18.25/sf | |||||||
2/1/17—1/31/18 |
$ | 17,028.13 | $ | 204,337.50 | $18.75/sf |
Per Section 28.h.1 of the Lease, Fixed Rent and Tenant Expense Charge shall be
abated through the first to occur of A) April 1, 2008, which is ninety (90)
days after Expansion Space Commencement Date of 1/1/2008, or B) the date that
SXC first occupies Expansion Space A for the conduct of any business
therefrom.
0000 Xxxxxxxxxxx Xxxx. Xxxxx 000 Xxxxx. Xxxxxxxx 00000 (630) 955-0404 (000) 000-0000 FAX
In addition, per Section 28.h.2 of the Lease, SXC will be entitled to a Tenant Improvement
Allowance for Expansion Space A of $34.83/rsf, which number is derived by multiplying the initial
Allowance of $38.00/rsf by the ratio of months remaining in the Lease term as of the Expansion
Space Commencement Date to months in the total Lease term. As of the Expansion Space Commencement
Date there will be 121 months remaining in the Lease term. The total Lease term is 132 months
(eleven years). Thus, the calculation is as follows: $38.00/rsf x 121/132 = $34.83/rsf.
Sincerely, |
||||
/s/ Xxxxxx X. Xxxxxxxx III | ||||
Xxxxxx X. Xxxxxxxx III Property Manager |
Cc: | Xxx D’Arcy — Xxxxx Xxxxx Xxxxxxx — Xxxxxxx Xxxxx Xxxxxx — Xxxxxxxx Xxxxxx Xxx Xxxxxx — Xxxxxxxx Xxxx Xxxxx — CB Xxxxxxx Xxxxx |