EX-10.2 4 dex102.txt AMEND. NO. 1 TO COMMERCIAL LEASE 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 1512 Colesville Road, Bethlehem, Pennsylvania 18015 ("Landlord"), and ORASURE TECHNOLOGIES, INC., a Delaware corporation, having its principal offices at 150 Webster Street, Bethlehem, Pennsylvania 18015 ("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. Sam Niedbala By: /s/ Mike Gausling ------------------------------ ----------------------------------- Name: R. Sam Niedbala Name: Mike Gausling Title: Managing Member ATTEST: ORASURE TECHNOLOGIES, INC. By: /s/ Jack E. Jerrett By: /s/ Ronald H. Spair ------------------------------ ----------------------------------- Name: Jack E. Jerrett Name: Ronald H. Spair 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