exv10w6



 





EXHIBIT 10.6




SECOND AMENDMENT TO MULTI-TENANT LEASE AGREEMENT




     THIS SECOND AMENDMENT TO MULTI-TENANT LEASE AGREEMENT (this “Second Amendment”) is made
effective as of the 29th day of October, 2007, by and between PC 101, INC., a Delaware
corporation, as “Landlord”, and SXC HEALTH SOLUTIONS, INC., a Texas corporation, as “Tenant”.



WITNESSETH:




     WHEREAS, Landlord and Tenant entered into that certain Multi-Tenant Lease Agreement dated as
of April 12, 2006, as amended by that certain First Amendment to Multi-Tenant Lease Agreement dated
as of July 24, 2006 (as amended, the “Lease”), for the lease of certain space in the Building
commonly known and described as Opus Pima Center II, Building C, in Scottsdale, Arizona;



     WHEREAS, Landlord and Tenant also entered into that certain Commencement Date Memorandum
dated as of January 25, 2007 (the “Commencement Date Memorandum”); and



     WHEREAS, the parties desire to modify the Lease as hereinafter set forth in this Second
Amendment.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows;



     1. The terms and provisions of this Second Amendment shall be effective on the date of this
Second Amendment. All capitalized terms used in this Second Amendment, unless otherwise defined
herein, shall have the same meanings given to them in the Lease.



     2. Notwithstanding anything to the contrary contained in the Lease or in the Commencement
Date Memorandum, Landlord and Tenant acknowledge and agree that the Premises contains 9,846
rentable square feet of space. From and after December 1, 2007, Basic Rent and Tenant’s Share of
Property Expenses Percentage will be adjusted based upon a Premises consisting of 9,846 rentable
square feet of space. Prior to December 1, 2007, Basic Rent and Tenant’s Share of Property
Expenses Percentage will be calculated based upon a Premises consisting of 9,623 rentable square
feet of space, as contemplated under the Commencement Date Memorandum.



     3. Commencing on December 1, 2007 and continuing thereafter during the remainder of the
initial 64-month Term of the Lease, monthly Installments of Basic Rent will be increased to equal
$13,907.48 (which amount is equal to 1/12th of the product of $16.95 multiplied by a
Premises consisting of 9,846 rentable square feet of space).



     4. Commencing on December 1, 2007 and continuing thereafter during the remainder of the
initial 64-month Term of the Lease, the Tenant’s Share of Property Expenses Percentage will be
increased to equal 24.17% (which amount is equal to the quotient of 9,846 [i.e., the rentable
square footage of the Premises] divided by 40,736 [i.e., the rentable square footage of the
Building]).



     5. Tenant
represents that Tenant has dealt with no brokers in connection with this Second
Amendment and that insofar as Tenant knows, no broker negotiated or
participated in negotiations
of this Second Amendment or is entitled to any commission in connection herewith. Landlord and
Tenant agree that no broker shall be entitled to any commission in connection with this Second
Amendment. Tenant shall defend, indemnify and hold harmless Landlord from and against any and all
claims of brokers, finders or any like third party claiming any right to commission or
compensation by or through acts of Tenant in connection herewith. Landlord shall defend, indemnify
and hold harmless Tenant from and against any and all claims of brokers, finders or any like third
party claiming any right to commission or compensation by or through acts of Landlord in
connection herewith.



     6. Except as otherwise expressly modified in this Second Amendment, the terms and conditions
of the Lease are and shall remain in full force and effect. In the event of any conflict or
inconsistency between the terms and provisions of the Lease (and/or the Commencement Date
Memorandum) and the terms and provisions of this Second Amendment, the terms and provisions of
this Second Amendment shall govern and control.



     7. This Second Amendment may be executed in any number of counterparts, all of which together
shall be deemed to constitute one instrument, and each of which shall be deemed an original.



[SIGNATURES APPEAR ON NEXT PAGE]





 









 








     IN WITNESS WHEREOF, the parties have executed this Second Amendment to Multi-Tenant Lease
Agreement as of the day and year first above written.



	 	 	 	 	 
	 	LANDLORD:



PC 101, INC., a Delaware corporation

 	 
	 	By  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	TENANT:





SXC HEALTH SOLUTIONS, INC., a Texas corporation

 	 
	 	By  	/s/ Jeff Park
 	 
	 	 	Name:  	Jeff Park 	 
	 	 	Title:  	CFO 	 



2