Exhibit 10.2
Execution Copy
AMENDMENT NO. 1 TO COMMERCIAL LEASE
THIS AMENDMENT NO. 1 TO COMMERCIAL LEASE (this "Amendment") is made
this 21st day of October, 2002, by and between TECH III PARTNERS, LLC, a
Pennsylvania limited liability company, having an office at 0000 Xxxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000 ("Landlord"), and ORASURE TECHNOLOGIES,
INC., a Delaware corporation, having its principal offices at 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000 ("Tenant"), with reference to the
following background. Capitalized terms used herein have the meanings assigned
to them in the Lease (defined below).
WHEREAS, by Commercial Lease dated March 1, 2002 ("Lease"), Landlord
demised and leased unto Tenant, and Tenant leased and took from Landlord, for
the term, at the rent and upon the terms and conditions therein set forth,
certain Leased Premises known as the Bethlehem Technology Center III located in
Bethlehem, Pennsylvania, which Leased Premises are more particularly described
on Exhibit A annexed to the Lease; and
WHEREAS, Section 1(d) of the Lease provides that when the Final
Construction Budget set forth in Exhibit B to the Lease has been agreed to by
the parties, Landlord and Tenant shall execute and deliver an Amendment setting
forth the Revised Exhibit B containing such Final Construction Budget; and
WHEREAS, Section 2 of the Lease provides that when the Commencement
Date and Expiration Date under the Lease have been determined, Landlord and
Tenant shall execute and deliver an Amendment setting forth such dates; and
WHEREAS, the parties desire to enter into this Amendment in order to
set forth the Final Construction Budget, to amend the Tenant Finish Work
Allowance Amount, to amend the Base Rent for the initial ten (10) year term of
the Lease and the five (5) year renewal term, to set forth the Commencement Date
and the Expiration Date, and to make certain other changes to the Lease.
NOW THEREFORE, Landlord and Tenant, intending to be legally bound,
hereby agree as follows:
1. Final Construction Budget. Exhibit B to the Lease is hereby
amended and restated as set forth in the Revised Exhibit B attached to this
Amendment. The Landlord Equity Contribution, the Landlord Borrowing Amount and
the Tenant Finish Work Allowance Amount shall be as set forth in such Revised
Exhibit B. The reference to "$4 million" in the last sentence of Section 1(b) is
hereby changed to "$6.5 million".
2. Term. The Commencement Date of the Lease is October 21, 2002, and
the Expiration Date shall be October 20, 2012, unless the term of the Lease is
extended or earlier terminated as provided in the Lease.
Execution Copy
3. Rent.
(a) The table in Section 3(a) of the Lease setting forth the
Base Rent for the initial term of the Lease is hereby amended and restated in
its entirety as follows:
Lease Month Rentable Sq. Feet Annualized Base Rent Monthly Base Rent Base Rent Rate/SF
----------- ----------------- -------------------- ----------------- -----------------
1-60 48,000 $780,000.00 $65,000.00 $16.25 sq. ft.
61-72 48,000 $795,840.00 $66,320.00 $16.58 sq. ft.
73-84 48,000 $811,200.00 $67,600.00 $16.90 sq. ft.
85-96 48,000 $827,040.00 $68,920.00 $17.23 sq. ft.
97-108 48,000 $842,400.00 $70,200.00 $17.55 sq. ft.
109-120 48,000 $858,240.00 $71,520.00 $17.88 sq. ft.
(b) Section 3(b) of the Lease is hereby amended and restated in
its entirety as follows:
"(b) In the event that the Commencement Date occurs on a
day other than the first day of a calendar month, Tenant
shall pay to Landlord a pro rata portion of the monthly
installment of Base Rent for such partial month, computed
at the monthly Base Rent rate for the first sixty (60)
months of the initial term of the Lease, as set forth in
Section 3(a)."
4. Tenant Finish Work Allowance Amount. Section 27(c) of the Lease
is hereby amended and restated in its entirety as follows:
"(c) The term "Tenant Finish Work Allowance Amount" shall
mean the amount specified as such in the Revised Exhibit B
adopted pursuant to Section 1(d) of this Lease."
5. Renewal Rent. Exhibit H to the Lease is hereby amended and
restated in its entirety as set forth in the Revised Exhibit H attached to this
Amendment.
6. Purchase Option. Sections 33(b) and 33(c) of the Lease are hereby
amended and restated in their entirety as follows:
"(b) The purchase price shall be paid at the closing by
certified check, cashier's check or title insurance company
check. The purchase price for the Leased Premises shall be
calculated as follows: (i) as of the Closing Date, the
Option Amount (as defined below); less (ii) the amount of
the security deposit then held by Landlord pursuant to
Section 47 of the Lease.
2
Execution Copy
(c) For purposes hereof, the term "Option Amount" shall be
determined pursuant to the following formula:
OA = $6.5 million - ((DR1x NOD1) + (DR2 x NOD2))
"OA" means the Option Amount payable in connection with the
exercise of the Option.
"DR1" shall mean $410.96 per day (representing $150,000 per
year divided by 365 days).
"DR2" shall mean $273.97 per day (representing $100,000 per
year divided by 365 days).
"NOD1" means the number of calendar days occurring during
Lease Years 1 through 5, from and including the Effective
Date to but not including the Closing Date or, if the
Closing Date does not occur during any such Lease Year, to
but including the last day of the fifth (5th) Lease Year.
"NOD2" means the number of calendar days occurring during
Lease Years 6 through 10, from including the first day of
the sixth (6th) Lease Year to but not including the Closing
Date."
The last sentence of Section 33(d) is hereby deleted.
7. Security Deposit. The reference in Section 47 of the Lease to
"Forty Thousand Dollars ($40,000)" is hereby changed to "Sixty-Five Thousand
Dollars ($65,000)."
8. Amendment. Except as amended hereby, the Lease shall remain in
full force and effect. All references to the Lease shall mean the Lease as
amended by this Amendment.
9. Governing Law. This Amendment shall be construed, governed and
enforced in accordance with the internal laws of the Commonwealth of
Pennsylvania, without regard to conflict of law principles.
10. Counterparts. This Amendment may be executed in more than one
counterpart and by the parties on separate counterparts, each of which shall be
an original and all of which shall together constitute a single instrument.
3
Execution Copy
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized officers or representatives as of the
day and year first above written.
WITNESS: TECH III PARTNERS, LLC
By: /s/ R. Xxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx
------------------------------ -----------------------------------
Name: R. Xxx Xxxxxxxx Name: Xxxx Xxxxxxxx
Title: Managing Member
ATTEST: ORASURE TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------ -----------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
Title: (Assistant) Secretary Title: Executive Vice President
and Chief Financial Officer
(Corporate Seal)
4
Execution Copy
REVISED EXHIBIT B
(As Revised Pursuant to Section 1(d) of the Lease and Amendment No. 1
to Commercial Lease, dated as of October 21, 2002))
Document Follows
5
Execution Copy
EXHIBIT B
PROJECT BUDGET
Basic Construction $3,015,000
Land Purchase 436,000
Interest Payments 50,000
Banking - Commitment Fees 16,000
Insurance Expense 8,000
Miscellaneous 25,000
----------
Subtotal $3,550,000
Tenant Finish Work Allowance 2,950,000
----------
$6,500,000
==========
Landlord Equity Contribution $3,300,000
Landlord Borrowing Amount $3,200,000
----------
Total $6,500,000
==========
6
Execution Copy
REVISED EXHIBIT H
(As Revised pursuant to Amendment No. 1 to Commercial Lease,
dated as of October 21, 2002)
Document Follows
7
Execution Copy
REVISED EXHIBIT H
RENEWAL TERM RENT
LEASE RENTABLE ANNUALIZED MONTHLY BASE RENT
MONTH SQ. FEET BASE RENT BASE RENT RATE/SF
------- --------- ----------- --------- -----------
121-180 48,000 $975,360.00 $81,250.00 $20.32
8
