exv10w2



 






EXHIBIT 10.2




MEMORANDUM AND AMENDMENT




     THIS MEMORANDUM AND AMENDMENT (“Memorandum”) dated
January 23rd , 2008, is executed by and between GRIFFIN 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 Hines VAF Westwood of Lisle II, L.P. (“Hines”) 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 2441 Warrenville Road, Lisle, Illinois 60532; and



     WHEREAS, By assignment, Landlord has succeeded to Hines’ 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 (“Hines’ 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 Hines’
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 Hines’ Letter is hereby modified as set forth below, and Landlord and Tenant agree
that except as modified below, all other provisions of the Hines’ 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/ Jeff Park
 	 
	 	 	Name:  	Jeff Park 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	LANDLORD



GRIFFIN CAPITAL CORPORATION, a California corporation, as
authorized agent for the fee owners of Westwood of Lisle I &
II

 	 
	 	By:  	/s/
Julie A. Treinen
 	 
	 	 	Julie Treinen 	 
	 	 	Director of Asset Management 	 



 









 






	 	 	 	 	 



EXHIBIT A




HINES LETTER




[attached hereto]




 









 









VIA HAND DELIVERY

VIA ELECTRONIC MAIL




September 11, 2007




Kristen DeLay

SXC Health Solutions, Inc.

2441 Warrenville Road, Suite 610

Lisle, IL

60532




Dear Kristen:



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 2441 Warrenville Road
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.




2443 Warrenville Road. Suite 110 Lisle. Illinois 60532 (630) 955-0404 (630) 955-0663 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/ Joseph H. Harrison III
	 	 	 	 
	
Joseph H. Harrison III

Property Manager

 




			
	Cc:	 	Tom D’Arcy — Hines

Julie Treinen — Griffin

Diana Riekse — Staubach

Andrea Van Gelder — Staubach

Pete Adamo — CB Richard Ellis