EXHIBIT 10.3
AMENDMENT NO. 4 TO LEASE AGREEMENT
AGREEMENT, made as of November 10, 1994, between MINNESOTA CC PROPERTIES,
INC. ("Landlord") and IN HOME HEALTH, INC. ("Tenant").
A. Landlord and Tenant entered into a written lease dated October 24, 1991
(the "Lease"), relating to the premises currently consisting of approximately
20,867 rentable square feet ("Current Premises") on the fifth floor of the
building commonly known as 000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxxx (the
"Project") and approximately 5,333 rentable square feet ("Temporary Space") on
the third floor of the Project.
B. The Lease has not been amended or modified except by Amendment No. 1 to
Lease Agreement dated January 4, 1993 ("Amendment No. 1"), Amendment No. 2 to
Lease Agreement dated March 11, 1993 ("Amendment No. 2"), and Amendment No. 3 to
Lease Agreement dated February 22, 1994 ("Amendment No. 3"), which Amendments
shall be deemed included in the term "Lease".
C. Landlord and Tenant desire to expand the Premises to include additional
space and to amend the Lease as provided in this Amendment.
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
expressly acknowledged, Landlord and Tenant agree as follows:
1. EFFECT. The Lease is hereby amended to the extent necessary to give
effect to this Amendment, and the terms of this Amendment shall supersede any
contrary terms in the Lease. All references in the Lease to "this Lease" shall
be deemed to refer to the Lease as amended by this Amendment. In all other
respects, the terms and conditions of the Lease shall remain unmodified and in
effect.
2. SPACE C.
A. As of the Space C Delivery Date (as defined below), the Premises shall
be amended and expanded by adding to the Current Premises approximately 6,992
rentable square feet ("Space C") on the second floor of the Project as shown on
the attached Exhibit 1, so that the Premises shall thereafter consist of
approximately 27,859 rentable square feet on the second and fifth floors of the
Project. Except as expressly provided otherwise in this Amendment or in the
Lease, Space C shall be added to and become part of the Premises on all of the
terms and conditions of the Lease, and any reference in the Lease to the
Premises shall thereafter be deemed to refer to and include Space C.
B. Space C shall be added to the Premises effective on the earlier of (the
"Space C Delivery Date"): (1) January 1, 1995, or (2) the date Tenant occupies
Space C; provided, that if Landlord has not substantially completed Landlord's
Work in Space C pursuant to Section 2E of this Amendment by January 1, 1995,
other than for delays caused by Tenant Delay (as defined in Exhibit C-1 to the
Lease), the Space C Delivery Date for purposes of this Amendment shall be
postponed until substantial completion of Landlord's Work in Space C; Landlord
shall not be liable for any delay and the Lease shall not be impaired; and the
Space C Term shall automatically be extended to include the same number of
months set forth in Section 2C of this Amendment, plus, if the Space C Delivery
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Date is not the first day of a calendar month, the partial month in which the
Space C Delivery Date occurs.
C. Space C shall be added to the Premises for a limited term ("Space C
Term") of thirty-six (36) months beginning on the Space C Delivery Date and
ending on December 31, 1997, unless sooner terminated as provided in the Lease.
Upon the expiration or termination of the Space C Term, Tenant shall completely
vacate and surrender possession of Space C to Landlord in as good condition as
when Tenant took possession, ordinary wear and tear excepted. The expiration or
termination of the Space C Term shall not terminate or modify the Term of the
Lease with respect to the remaining Premises.
D. In addition to the Rent payable for the Current Premises as provided
in the Lease, Tenant shall pay Rent for Space C during the Space C Term as
follows:
(1) Base Rent for Space C shall be determined at an annual rate per
rentable square foot in Space C and payable in monthly installments as
follows:
Period of Annual Rate Monthly
Space C Term Per Square Foot Installment
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Months 1-12 $10.00 $5,826.67
Months 13-24 $11.00 $6,409.33
Months 25-36 $12.00 $6,992.00
If the Space C Term is extended as provided in Section 2B of this Amendment
and the Space C Delivery Date is not the first day of a calendar month,
Month 1 in the above schedule shall be the first full calendar month
beginning after the Space C Delivery Date, and the Base Rent for the
initial partial month shall be prorated daily and paid at the rate provided
for Month 1 in the above Schedule.
(2) Tenant's Proportionate Share of Operating Costs shall be 9.56%, and
Operating Cost Rent shall be payable for Space C at the same rate per
rentable square foot as payable for the Current Premises and subject to the
same adjustments as provided in the Lease.
(3) If the Space C Term begins or ends other than on the first day and
last day of a calendar month, the Base Rent and Operating Cost Rent for
Space C for any such partial month shall be prorated daily and paid in
advance. Rent for Space C shall be payable at the same time and in the
same manner as provided for payment of Rent with respect to the Current
Premises.
E. Landlord shall provide an allowance ("Tenant Finish Allowance") not to
exceed $9.60 per rentable square foot in Space C (total $67,123.20) or the total
cost of such improvements, whichever is less, to be applied to Tenant Finish
Costs (as defined in Exhibit C to the Lease) relating to Space C. Any Tenant
Finish Costs in excess of such Tenant Finish Allowance shall be payable by
Tenant to Landlord as Additional Rent within thirty (30) days of Landlord's
invoice for such costs.
As Landlord's Work, Landlord shall construct leasehold improvements in
Space C, substantially in accordance with plans and specifications approved by
Tenant and Landlord, in a total
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amount not to exceed the Tenant Finish Allowance. Landlord's Work shall be
performed in compliance with the terms and conditions of Exhibit C-1 to the
Lease. In all other respects, Tenant agrees to accept Space C in its present
condition, "as is," with no obligation for Landlord to do or pay for any
improvements or plans.
F. During the Space C Term, the term "Premises" shall be deemed to refer
to and include Space C, except as expressly provided otherwise in the Lease or
this Amendment. Upon the expiration or termination of the Space C Term, Space C
shall be deleted from the Premises, and the Lease shall continue in effect as to
the remaining Premises.
G. Within ten (10) days after written request by Landlord from time to
time, Tenant shall execute a written confirmation concerning the Space C
Delivery Date, the Space C Term, and any other matter reasonably relating to
Space C.
4. TEMPORARY SPACE. Effective on the Space C Delivery Date, the
Temporary Space Term (as defined in Amendment No. 3) shall terminate; the
Temporary Space shall be deleted from the Lease; and Tenant shall completely
vacate and surrender possession of the Temporary Space to Landlord in as good
condition as when Tenant took possession, ordinary wear and tear excepted.
5. TENANT REPRESENTATIONS. Tenant hereby represents to Landlord that
there has been no assignment of the Lease and no sublease of all or any portion
of the Premises, there are no existing defenses or offsets which Tenant has
against enforcement of the Lease, and Landlord and Tenant are not currently in
default under the Lease.
6. ENTIRE AGREEMENT. The Lease, including, without limitation, this
Amendment and all exhibits which are attached hereto and hereby incorporated by
reference, constitutes the entire agreement between Landlord and Tenant with
respect to the subject matter hereof. Tenant acknowledges that it has not been
induced to enter into this Amendment by any agreements or representations which
are not set forth in this Amendment. This Amendment shall not be effective
until execution and delivery by both Landlord and Tenant.
By signing this Amendment, the parties agree to the above terms.
LANDLORD: TENANT:
MINNESOTA CC PROPERTIES, INC. IN HOME HEALTH, INC.
By /s/ Xxxx X. Xxxx By /s/ XX Xxxxxxx
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Printed Name: XXXX X. XXXX Printed Name: XX XXXXXXX
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Its: ASST. SECRETARY Its: VP-TREASURER
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EXHIBIT 1
[XXXXXXX CENTER - 601 TOWER FLOOR PLAN]
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