EXHIBIT 10.1
FIRST AMENDMENT TO LEASE AGREEMENT DATED MARCH 30, 2004
***************************************************************
This First Amendment Agreement made on this 16th day of April,
2008, by
and between the Goldberg Brothers Real Estate LLC, a Delaware
Company, Steven J.
Goldberg and William H. Goldberg, being Co-Managers, whose current
business
address is Goldberg Properties Management Inc., Harbor Place, 7
Rantoul Street,
Beverly, Essex County, Massachusetts, the Landlord, and TVCM, Inc.,
a Delaware
Corporation, whose current business address is 40 Eastern Avenue,
Malden,
Massachusetts, 02148-9104, the Tenant.
Tenant hereby attests, warrants and affirms that TVCM, Inc. merged
with
and into its parent company, Cross Country Healthcare, Inc., (a
Delaware
Corporation traded on NASDAQ under the symbol "CCRN" on November 7,
2007 and
that Cross Country Healthcare, Inc. assumed all of Tenant's
obligations under
the Lease as a result of such merger.
As used herein, Tenant means Cross Country Healthcare, Inc., as
successor in interest to TVCM, Inc..
Tenant hereby attests, warrants and affirms that Edward R. Spadoni
has
the authority to execute this First Amendment Agreement on behalf
of Tenant and
bind Tenant to the terms hereof.
Landlord hereby attests, warrants and affirms that Steven J.
Goldberg
and William H. Goldberg as Co-Managers have the authority to
execute this First
Amendment Agreement on behalf of Landlord and bind Landlord to the
terms hereof.
Whereas, the Landlord and Tenant entered into a Lease Agreement
dated
March 30, 2004 for portions of the premises in the property
addressed 30-40
Eastern Avenue, Malden, Massachusetts, 02148, more specifically
identified as
follows;
Unit
Square Footage
F-101
1,656 sq. ft.
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APRIL 16, 2008
F-102 2,650 sq.
ft.
F-103 1,350 sq.
ft.
F-104 3,301 sq.
ft.
F-104A
1,200 sq. ft.
S-201
10,051 sq. ft.
T-301
10,051 sq. ft.
B-101 1,200 sq.
ft.
BB-101 203 sq.
ft.
Whereas, this Lease Agreement now terminates on June 30th 2009.
Whereas Landlord and Tenant have agreed to make certain
modifications
to this Lease Agreement which are detailed within this First
Amendment.
It being specifically understood and agreed all non-modified
provisions
of this Lease Agreement shall remain in full force and effect
during the
existing Lease Term, the extended Lease Term or any Lease Term
extensions by
Tenant exercising his option(s).
Now
therefore, in consideration of the mutual covenants herein
contained
and other goods and valuable consideration, the receipt and
sufficiency of which
is hereby acknowledged, the parties agree to the following;
1.
TO EXTEND THE
TERMINATION DATE OF THIS LEASE AGREEMENT FROM JUNE 30,
2009 TO JUNE 30, 2012.
2.
TO DELETE CLAUSE
2. TERM AND BASE RENT: AND REPLACE THIS CLAUSE WITH
THE FOLLOWING:
2. TERM AND BASE RENT:
Tenant covenants and agrees to pay rent to Landlord at
Landlord's
mailing address (Goldberg Brothers Real Estate LLC, 7 Rantoul
Street, Suite 100
B, Beverly, Massachusetts, 01915) or to such person or entity at
such other
address as Landlord may from time to time direct in writing. All
monetary
payments to Landlord are to be made payable to the GOLDBERG
BROTHERS REAL ESTATE
LLC.
Tenant's revised Lease term is for a four year three month
period
commencing April 1, 2008 and expiring June 30th 2012.
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Tenant shall pay Landlord a MINIMUM base rent of ONE MILLION
EIGHT
HUNDRED AND EIGHT THOUSAND EIGHT HUNDRED AND EIGHTY EIGHT DOLLARS
AND 45/00
CENTS ($1,808,888.45) payable in monthly installments as
follows;
Monthly
Annually
----------
-------------
04/01/08 - 06/30/08
$33,991.41
$ 101,998.23
07/01/08 - 06/30/09
$33,999.41
$ 407,992.94
07/01/09 - 06/30/10
$35,019.39
$ 420,232.71
3.00%
Increase
07/01/10 - 06/30/11
$36,069.97
$ 432,839.69
3.00%
Increase
07/01/11 - 06/30/12
$37,152.07
$ 445,824.88
3.00%
Increase
Total Lease Term Base Rent:
$1,808,888.45
In addition to the above base rent the Tenant covenants and agrees
to
pay Landlord all other sums and additional rents that may become
due as set
forth in this lease.
All Base Rent shall be due on the first day of each month in
advance.
If this lease shall commence on any day other than the first day of
the month,
then that month's Base Rent shall be pro-rated so all future
monthly rents will
be due on the first of the month.
Tenant shall immediately pay to Landlord a penalty of One
Hundred
($100.00) Dollars each time that Tenant issues and delivers to
Landlord a check
or draft that is not honored for any reason or returned for
insufficient funds
by Tenant's financial institution. If Tenant does not pay this
penalty and
replace said "bounced check" within Ten (10) days of written
notification from
Landlord then such inaction by Tenant shall be considered a
material breach of
this lease which may result in its early termination.
Should Landlord not receive Tenant's monthly rental payment
"IN HAND" on or before the 10th day of the month, then Tenant shall
pay to
Landlord as additional rent, a late penalty fee of Five Hundred
($500.00)
dollars. If Tenant does not pay this late fee and past due rent
within Ten (10)
days after Tenant's receipt of written notification from Landlord,
such inaction
by Tenant shall be considered a material breach of this lease which
may result
in its early termination.
3. TO DELETE CLAUSE 3. OPTION TO EXTEND LEASE TERM: AND REPLACE
THIS CLAUSE WITH
THE FOLLOWING:
3. OPTION TO EXTEND LEASE TERM:
Tenant shall have the right to extend the Lease Term with respect
to
all space leased hereunder for TWO (2) successive ONE (1) year
terms (the
"Option Period") provided Tenant meets and adheres to the following
conditions:
A:
Tenant sends and Landlord receives on or before nine months
(5:00 PM September 30th) prior to the then Lease expiration
date written notice via certified mail, return receipt
requested or by nationally-recognized overnight delivery
service providing a receipt for delivery, a notice evidencing
Tenant's intent to
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APRIL 16, 2008
exercise Tenant's right to extend the Lease Term for each
Option Period.
Option period One:
07/01/12 - 06/30/13
Option period Two:
07/01/13 - 06/30/14
B: At
the time of exercising Tenant's option(s), Tenant must be
in conformance and in good standing in all material aspects,
obligations and conditions under this Lease.
C:
During each Option Period, all terms, covenants, conditions
and provisions of this Lease shall remain in full effect and
force except Tenant's minimum Base Rent for each option term
shall increase by Three (3.00%) percent over the prior year
rental rate.
4. TO DELETE CLAUSE 9. PARKING: AND REPLACE THIS CLAUSE WITH THE
FOLLOWING:
9. PARKING:
Landlord, at no charge shall provide Tenant three (3) parking
spaces
per 1,000 sq ft or portion thereof of office space Tenant Leases.
However,
Tenant understands this does not include the basement or storage
areas.
Tenant currently leases 30,259 square feet of office space. Accordi
