Exhibit 10.3
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made
and entered into this 12 day of December, 2002 (the "Effective Date"), by and
between TEXAS CORPORATE PROPERTIES, L.P., a Texas limited partnership
("Landlord"), and XXXXX HOSPITALS LIMITED, a Texas limited partnership
("Tenant"),
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Lease
Agreement dated as of May 14, 1998 (the "Original Lease"), with respect to the
lease of the office building commonly referred to as Galleria North, Tower I
(the "Building");
WHEREAS, the Original Lease was amended by that certain First
Amendment to Lease Agreement dated December 7, 2000 (the Original Lease as
amended shall hereafter be referred to as the "Lease"); and
WHEREAS, Landlord and Tenant mutually desire to amend the Lease to
modify certain provisions of the Lease as set forth herein but not otherwise.
NOW THEREFORE, for and in consideration of Ten and No/Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and confessed, Landlord and Tenant, intending
to be and being legally bound, do hereby agree as follows:
1. Defined Terms.
All capitalized terms utilized herein and not defined herein shall
have the meanings ascribed thereto in the Lease.
2. Operating Expenses.
(a) Effective as of the Effective Date, Section 2.4(a)(i) of the
Lease shall be deleted in its entirety and the following shall be substituted in
lieu thereof:
"Wages and salaries, including without limitation, taxes, insurance,
burdens and benefits, of all employees (whether located within the
Project, elsewhere within the Complex or within a one (1) mile
radius of the Complex) engaged in operations, maintenance or access
control of the Project (excluding, however, officers of the building
management company [but including the on-site or off-site senior
property manager, even if an officer of the building management
company], employees senior to the senior property manager and
personnel engaged solely in the development and/or leasing of the
Project), and a reasonable allocation of the wages and salaries,
including without limitation, taxes, insurance, burdens and benefits
of Landlord's accounting personnel and other employees not solely
engaged in operations, maintenance or access control of the Project,
whether or not located on-site. As of the Effective Date, Landlord
anticipates that the on-site positions for the Project are as set
forth in Exhibit P; however, in no event shall such schedule be
binding on Landlord."
(b) Effective as of the Effective Date, Section 2.4(a)(viii) of the
Lease shall be deleted in its entirety and the following shall be substituted in
lieu thereof:
"General and administrative management costs (excluding salaries and
benefits excluded in clause (i) above), central accounting costs,
costs of annual audits of the Project operating costs by certified
public accountants, legal costs, and costs payable with respect to
the management office (whether such office is located within the
Project, elsewhere within the Complex or within a one (1) mile
radius of the Complex), including, without limitation, rent costs to
the extent they do not exceed fair market rental for the term of any
such lease at the time entered into but excluding any costs
allocable to a Project leasing office; provided, however, in the
event such management office additionally serves other buildings
within the Complex, Operating Expenses shall include only a
reasonable allocation of the operating expenses payable with respect
to such management office."
3. Brokerage Commissions.
Landlord and Tenant hereby warrant and represent that it has not
dealt with any brokers or intermediaries entitled to any compensation in
connection with this Amendment. Each party hereby agrees to hold the other
party, its partners and representatives harmless from any and all claims,
liabilities, costs and expenses (including reasonable attorneys' fees) arising
from any claim for any commissions or other fees by any broker or agent acting
or purporting to have acted on behalf of such party.
4. Full Force and Effect.
In the event any of the terms of the Lease conflict with the terms
of this Amendment, the terms of this Amendment shall control. Except as amended
hereby, all terms and conditions of the Lease shall remain in full force and
effect, and Landlord and Tenant hereby ratify and confirm the Lease as amended
hereby. The Lease, as amended herein, constitutes the entire agreement between
the parties hereto and no further modification of the Lease shall be binding
unless evidenced by an agreement in writing signed by Landlord and Tenant.
[END OF PAGE; SIGNATURE PAGE FOLLOWS]
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EXECUTED on the day and year set forth above.
LANDLORD:
TEXAS CORPORATE PROPERTIES, L.P.,
a Texas limited partnership
By: Texas Corporate Properties GP, LLC,
its general partner
By: Xxxxx Corporate Properties, LLC,
its sole member
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
TENANT:
XXXXX HOSPITALS LIMITED, a Texas limited
partnership
By: Xxxxx HealthSystem Hospitals, Inc.,
a Delaware corporation
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
Vice President
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