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EXHIBIT 10.14
SEVENTH AMENDMENT TO LEASE
This SEVENTH AMENDMENT TO LEASE made and entered into this 6th day of
February, 1998 by and between 26600 DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP,
a Michigan limited partnership, whose address is c/o Kojaian Management
Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(hereinafter referred to as "Landlord") and MEADOWBROOK, INC., a Michigan
corporation, whose address ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as "Tenant").
W I T N E S S E T H :
WHEREAS, Landlord as Landlord, and Tenant as Tenant, entered into that
certain lease dated July 25, 1990 covering premises at the Brookview Building,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (hereinafter referred to as the
"Original Premises"); and
WHEREAS, the lease was amended by the First Amendment to Lease dated May
26, 1993, Second Amendment to Lease dated October 27, 1993, Third Amendment to
Lease dated April 4, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to Lease dated March 21, 1995, Fifth
Amendment to Lease dated August 7, 1995, and Sixth Amendment to Lease dated May
13, 1996 (hereinafter collectively referred to as the "Lease"); and
WHEREAS, Tenant desires to lease an additional premises on the first
(1st) floor consisting of two thousand and two (2,002) rentable square feet,
hereinafter referred to as and designated the "Additional Premises G" on Exhibit
"B" hereto and Landlord is willing to lease the Additional Premises G to Tenant
upon the terms and conditions herein set forth; and
WHEREAS, the parties wish to further amend the Lease as more particularly
set forth herein,
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree that the
Lease is hereby amended as follows:
1.
(a) Tenant will furnish to Landlord all information regarding its
partition, electrical and telephone requirements and all other pertinent
information, by not later than February 15, 1998. Based upon the information
supplied by Tenant to Landlord, Landlord, at its sole cost and expense, shall
prepare plans and specifications for the renovations to the Additional Premises
G, and Landlord shall submit such plans and specifications to Tenant for
Tenant's approval, which approval shall not be unreasonably withheld. Tenant
shall approve said plans and specifications or supply Landlord with its comments
in writing thereto within five (5) days of receipt of same, and if Tenant shall
fail to supply such approval or comments in writing within such five (5) day
period, such plans and specifications shall be deemed approved. If Tenant
requests any changes to such plans and specifications, Landlord and Tenant shall
cooperate to resolve all such matters.
(b) Landlord shall complete the Additional Premises G in accordance
with the approved plans and specifications and deliver the same to Tenant for
Tenant's occupancy on or about April 1, 1998. The date Landlord so delivers the
Additional Premises G to Tenant is hereinafter referred to as the "Effective
Date".
(c) The cost of all improvements to the Additional Premises G shall be
paid by Tenant as follows: (i) One-half of such amount upon the approval of such
costs by Tenant, and (ii) the balance of such amount prior to occupancy of the
Additional Premises G by Tenant.
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(d) In consideration of Tenant paying for all the improvement costs,
as provided in (c) above, Landlord shall provide Tenant with a $10,010.00 ($5.00
per rentable square foot) rent credit. Such credit shall be applied against the
Basic Rental for the Additional Premises G until exhausted. For example, Tenant
shall not be required to pay any Basic Rental with respect to the Additional
Premises G for the first three (3) months following the Effective Date and the
Basic Rental for the fourth (4th) month shall be $715.70.
2.
Effective upon the Effective Date, the Lease shall be amended as
follows:
(a) Section 1(d) of the Lease captioned "Demised Premises", shall be
amended as follows:
"(d) Demised Premises The entire third floor of the building
(25,064 square feet), a portion of the
second floor of the building (23,669
square feet), a portion of the fourth
floor of the building (4,554 square
feet) and a portion of the first floor
of the building (7,234 square feet) as
of the date hereof.
The entire third floor of the building
(25,064 square feet), a portion of the
second floor of the building (23,669
square feet), a portion of the fourth
floor of the building (4,554 square
feet) and a portion of the first floor
of the building (9,236 square feet) as
of the Effective Date."
(b) Rider to Section 1(g) of the Lease captioned "Basic Rental" shall
be amended to read as follows:
(g) "Demised Premises (excluding the Additional Premises G)
Term Monthly Rental
---- --------------
October 1, 1997 through $ 93,656.27
September 30, 1998
October 1, 1998 through $ 96,026.66
September 30, 1999
October 1, 1999 through $ 98,447.50
September 30, 2000
October 1, 2000 through $ 99,153.57
September 30, 2001
October 1, 2001 through $ 99,910.10
September 30, 2002
October 1, 2002 through $102,280.49
September 30, 2003
October 1, 2003 through $104,650.90
September 30, 2004
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Additional Premises G
Term Monthly Rental
---- --------------
Effective Date through $3,098.10
September 30, 1998
(subject to the credit provided in Section 1(d)
hereof)
October 1, 1998 through $3,176.51
September 30, 1999
October 1, 1999 through $3,256.59
September 30, 2000
October 1, 2000 through $3,279.94
September 30, 2001
October 1, 2001 through $3,304.97
September 30, 2002
October 1, 2002 through $3,383.38
the Fifth Anniversary of
the Effective Date
(c) Section 1(i) of the Lease captioned "Tenant's Share" shall be
amended to read as follows:
"(i) Tenant's share: 62.33% as of the Date hereof
64.39% as of the Effective Date"
(d) Landlord will arrange for the furnishing of electricity to the
Additional Premises G, and Landlord shall charge Tenant for such
electricity as determined by metering at the applicable secondary
rates filed by Landlord with the proper regulating authorities in
effect from time to time covering such services, but not more than
the secondary rates which would be charged to Tenant by the public
utility company. Such charge to Tenant for electricity shall be
payable in monthly installments together with Basic Rental in the
amount invoiced to Tenant.
(e) Section 2(e) of the Fourth Amendment to Lease shall be amended to
read as follows:
"Notwithstanding anything herein contained to the contrary, if this
Lease shall be terminated and/or Landlord shall re-enter the
Demised Premises as a result of Tenant's default, then upon such
termination or re-entry, and in addition to Section (xiii) Tenant
shall pay to Landlord the amount of Three Hundred Eighty Six
Thousand Six Hundred Twenty Seven 00/00 dollars ($386,627.00)
multiplied by a fraction, the numerator of which is the number of
months remaining in the term upon such termination and/or re-entry
and the denominator of which is the number of months from the
respective Effective Dates through the Expiration Date. Such amount
shall be discounted to present value over the remaining term of
this Lease at the discount rate of the Federal Reserve Bank of
Chicago at such time, plus one percent (1%).
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(f) Rider to Section 2.1 of the Lease shall be amended as follows:
"Tenant shall have the right to utilize the following reserved
parking spaces in the executive covered parking area without
additional cost of rent during the term of this Lease, as the same
may be extended: Thirty (30) spaces as of the date hereof; one (1)
additional space [for a total of thirty-one (31)] as of the
Effective Date. Landlord shall place signs designating such spaces
[for the exclusive use of Tenant] Landlord shall use reasonable
efforts to police Tenant's right to utilize such reserved spaces,
but Landlord shall have no liability or responsibility to Tenant if
such spaces are not available through acts or omissions of others.
If Tenant shall expand the Demised Premises pursuant to Sections
(h) and/or (i) hereof, Tenant shall be entitled to additional
reserved spaces on a pro-rata basis to the extent the same are
available.
Landlord shall provide an area in reasonable proximity to the
Building for general designated visitor parking for the Building
(including Tenant's visitors)."
3.
Effective upon the Effective Date, Exhibit "B" to the Lease is hereby
deleted in its entirety and Exhibit "B" attached hereto is hereby substituted.
4.
EXCEPT, as specifically provided to the contrary herein, all of the rest
and remaining terms and conditions of the Lease shall remain in full force and
effect. All defined terms used herein shall have the same meaning as used in the
Lease unless a different meaning is clearly indicated.
The Lease as herein amended is hereby ratified and confirmed by the
parties and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above written.
2 6 6 0 0 DEVELOPMENT ASSOCIATES
LIMITED PARTNERSHIP,
a Michigan limited partnership
By: 26600 Investment Corporation
a Michigan corporation
Its: General Partner
By:
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
President
"LANDLORD"
MEADOWBROOK, INC.
a Michigan corporation
By:
---------------------------
Its:
---------------------------
"TENANT"
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EIGHTH AMENDMENT TO LEASE
This EIGHTH AMENDMENT TO LEASE made and entered into this 16th day of
September, 1999 by and between 26600 DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP,
a Michigan limited partnership, whose address is c/o Kojaian Management
Corporation, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ (hereinafter referred to as "Landlord") and MEADOWBROOK, INC., a
Michigan corporation, whose address ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Tenant").
W I T N E S S E T H :
WHEREAS, Landlord as Landlord, and Tenant as Tenant, entered into that
certain lease dated July 25, 1990 covering premises at the Brookview Building,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (hereinafter referred to as the
"Original Premises"); and
WHEREAS, the lease was amended by the First Amendment to Lease dated
May 26, 1993, Second Amendment to Lease dated October 27, 1993, Third Amendment
to Lease dated April 4, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to Lease dated March 21, 1995,
Fifth Amendment to Lease dated August 7, 1995, Sixth Amendment to Lease dated
May 13, 1996 and Seventh Amendment to Lease dated February 6, 1998 (hereinafter
collectively referred to as the "Lease"); and
WHEREAS, Tenant desires to lease an additional premises on the fourth
(4th) floor consisting of two thousand five hundred eighty-seven (2,587)
rentable square feet, hereinafter referred to as and designated the "Additional
Premises H" on Exhibit "B" hereto and Landlord is willing to lease the
Additional Premises H to Tenant upon the terms and conditions herein set forth;
and
WHEREAS, Landlord and Tenant have agreed to extend the term of the
Lease with respect to Additional Premises G, so that the same expires on
September 30, 2004; and
WHEREAS, the parties wish to further amend the Lease as more
particularly set forth herein,
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree that the
Lease is hereby amended as follows:
1.
(a) Tenant will furnish to Landlord all information regarding its
partition, electrical and telephone requirements and all other pertinent
information, by not later than September 13, 1999. Based upon the information
supplied by Tenant to Landlord, Landlord, at its sole cost and expense, shall
prepare plans and specifications for the renovations to the Additional Premises
H, and Landlord shall submit such plans and specifications to Tenant for
Tenant's approval, which approval shall not be unreasonably withheld. Tenant
shall approve said plans and specifications or supply Landlord with its comments
in writing thereto within five (5) days of receipt of same, and if Tenant shall
fail to supply such approval or comments in writing within such five (5) day
period, such plans and specifications shall be deemed approved. If Tenant
requests any changes to such plans and specifications, Landlord and Tenant shall
cooperate to resolve all such matters.
(b) Landlord shall complete the Additional Premises H in accordance
with the approved plans and specifications and deliver the same to Tenant for
Tenant's occupancy on or about October 1, 1999. The date Landlord so delivers
the Additional Premises H to Tenant is hereinafter referred to as the "Effective
Date".
(c) The cost of all improvements to the Additional Premises H shall be
paid by Tenant as follows: (i) One-half of such amount upon the approval of such
costs by Tenant, and (ii) the balance of such amount prior to occupancy of the
Additional Premises H by Tenant.
(d) In consideration of Tenant paying for all the improvement costs, as
provided in (c) above, Landlord shall provide Tenant with a $12,935.00 ($5.00
per rentable square foot) rent credit. Such credit shall be applied against the
Basic Rental for the Additional Premises H until exhausted.
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For example, Tenant shall not be required to pay any Basic Rental with respect
to the Additional Premises H for the first three (3) months following the
Effective Date and the Basic Rental for the fourth (4th) month shall be
$3,449.32.
2.
Effective upon the Effective Date, the Lease shall be amended
as follows:
(a) Section 1(d) of the Lease captioned "Demised Premises", shall be
amended as follows:
"(d) Demised Premises The entire third floor of the
building (25,064 square feet), a
portion of the second floor of the
building (23,669 square feet), a
portion of the fourth floor of the
building (4,554 square feet) and a
portion of the first floor of the
building (9,236 square feet) as of
the date hereof.
The entire third floor of the
building (25,064 square feet), a
portion of the second floor of the
building (23,669 square feet), a
portion of the fourth floor of the
building (7,141 square feet) and a
portion of the first floor of the
building (9,236 square feet) as of
the Effective Date."
(b) Rider to Section 1(g) of the Lease captioned "Basic Rental" shall
be amended to read as follows:
(g) "Demised Premises (excluding the Additional Premises H)
Term Monthly Rental
---- --------------
October 1, 1999 through
September 30, 2000 $101,704.09
October 1, 2000 through
September 30, 2001 $102,433.51
October 1, 2001 through
September 30, 2002 $103,215.07
October 1, 2002 through
September 30, 2003 $105,663.87
October 1, 2003 through
September 30, 2004 $108,034.28
Additional Premises H
---------------------
Term Monthly Rental
---- --------------
Effective Date through
September 30, 2000 $4,096.08
(subject to the credit provided in Section 1(d)
hereof)
October 1, 2000 through
September 30, 2001 $4,203.88
October 1, 2001 through
September 30, 2002 $4,311.67
October 1, 2002 through
the Fifth Anniversary of
the Effective Date $4,419.46"
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(c) Section 1(i) of the Lease captioned "Tenant's Share" shall be
amended to read as follows:
"(i) Tenant's share: Original Premises (including
the Original Premises and
Additional Premises A - G): 64.39%
Additional Premises H: 2.65%"
(d) Landlord will arrange for the furnishing of electricity to the
Additional Premises H, and Landlord shall charge Tenant for
such electricity as determined by metering at the applicable
secondary rates filed by Landlord with the proper regulating
authorities in effect from time to time covering such
services, but not more than the secondary rates which would be
charged to Tenant by the public utility company. Such charge
to Tenant for electricity shall be payable in monthly
installments together with Basic Rental in the amount invoiced
to Tenant.
(e) With respect to the Additional Premises H, Tenant shall pay to
Landlord as additional rental during the term of the Lease Tenant's Share of
Expenses as provided below.
The following terms shall have the following meanings.
(i) The term "Expenses" shall mean the actual cost incurred by
Landlord with respect to the operation, maintenance, repair and
replacement and administration of the Development, including, without
limitation or duplication, (1) the costs incurred for air conditioning;
mechanical ventilation; heating; cleaning (including janitorial
services); rubbish removal; snow removal; general landscaping and
maintenance; window washing, elevators, ▇▇▇▇▇▇ and matron services,
electric current for the Common Areas; reasonable management fees;
protection and security services; repairs, replacement, and
maintenance; fire, extended coverage, boiler, sprinkler, apparatus,
public liability and property damage insurance (including loss of
rental income insurance); supplies; wages, salaries, disability
benefits, pensions, hospitalization, retirement plans and group
insurance respecting service and maintenance employees and management
staff; accounting and administrative staff; uniforms and working
clothes for such employees and the cleaning thereof; expenses imposed
pursuant to any collective bargaining agreement with respect to such
employees; payroll, social security, unemployment and other similar
taxes with respect to such employees and staff; sales, use and other
similar taxes; Landlord's Michigan Single Business Tax, water rates and
sewer charges and personal property taxes; depreciation of movable
equipment and personal property, which is, or should be, capitalized on
the books of Landlord, and the cost of movable equipment and personal
property, which need not be so capitalized, as well as the cost of
maintaining all such movable equipment, and any other costs, charges
and expenses which, under generally accepted accounting principles and
practices, would be regarded as maintenance and operating expenses, and
(2) the cost of any capital improvements made to the Development by
Landlord after the Commencement Date that are intended to reduce other
Expenses, or made to the Development by Landlord after the date of this
Lease that are required under any governmental law or regulation that
was not applicable to the Development at the time it was constructed,
such cost to be amortized over such reasonable period as Landlord shall
determine, together with interest on the unamortized balance at the
rate of two percent (2%) in excess of the then current "prime rate"
published in The Wall Street Journal or such higher rate as may have
been paid by Landlord on funds borrowed for the purpose of constructing
such capital improvements. Expenses shall not include "Taxes," as
defined in Section (b) hereof; depreciation on the Building other than
depreciation on carpeting in Common Areas and other than as set forth
above; costs of services or repairs, replacements and maintenance which
are paid for by proceeds of insurance, by other tenants (in a manner
other than as provided herein), or third parties; or tenant
improvements, real estate brokers' commissions, interest and capital
items other than replacements and those referred to in clause (2)
above.
The Expenses shall be adjusted to equal Landlord's reasonable
estimate of Expenses had the total Building been occupied and had the
total Building been furnished all services.
(ii) The term "Base Expenses" shall mean the Expenses for the
2000 calendar year.
(iii) The term "Additional Expenses" shall mean the total
dollar increases, if any, over the Base Expenses paid or incurred by
Landlord in the respective year.
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(iv) The term "Taxes" shall mean the amount incurred by
Landlord of all ad valorem real property taxes and assessments, special
or otherwise, levied upon or with respect to the Development, or the
rent and additional charges payable hereunder, imposed by any taxing
authority having jurisdiction. Taxes shall also include all taxes,
levies and charges which may be assessed, levied or imposed in
replacement of, or in addition to, all or any part of ad valorem real
property taxes as revenue sources, and which in whole or in part are
measured or calculated by or based upon the Development, the freehold
and/or leasehold estate of Landlord or Tenant, or the rent and other
charges payable hereunder. Taxes shall include any expenses incurred by
Landlord in determining or attempting to obtain a reduction of Taxes.
(v) The term "Base Taxes" shall mean the 1999 real estate tax
rate applicable to the Development multiplied by the tax value of the
Development determined by the City of Southfield as of December 31,
1999, or as finally determined in the event Landlord appeals such
assessment.
(vi) The term "Tenant's Share" shall mean the percentage set
forth in Section 1(i) hereof. Tenant's Share has been computed on the
basis of the square foot area of the Demised Premises divided by the
total leasable square foot area of the Building (including the Demised
Premises). In the event the square foot area of the Demised Premises or
the leasable square foot area of the Building shall be determined to
differ from that utilized in computing Tenant's Share, Tenant's Share
shall be adjusted accordingly.
(vii) Tenant shall pay to Landlord as additional rental
Tenant's Share of Expenses and Taxes, applicable to the Additional Premises H
only, in the manner and at the times herein provided.
(viii) With respect to Expenses and Taxes, prior to the
beginning of each calendar year, or as soon thereafter as practicable, Landlord
shall give Tenant notice of Landlord's estimate of Tenant's Share of Expenses
and Taxes for the ensuing calendar year. On or before the first day of each
month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth
(1/12th) of such estimated amounts, provided that until such notice is given
with respect to the ensuing calendar year, Tenant shall continue to pay the
amount currently payable pursuant hereto until after the month such notice is
given. If at any time or times it appears to Landlord that Tenant's Share of
Expenses or Tenant's Share of Taxes for the then current calendar year will vary
from Landlord's estimate by more than five percent (5%), Landlord may, by notice
to Tenant, revise its estimate for such year and subsequent payments by Tenant
for such year shall be based upon such revised estimate.
Within ninety (90) days after the close of each calendar year
or as soon after such ninety (90) day period as practicable, Landlord shall
deliver to Tenant a statement prepared by Landlord of Tenant's Share of Expenses
and Taxes, respectively, for such calendar year. If on the basis of either of
such statements, Tenant owes an amount that is less than the estimated payments
for such calendar year previously made by Tenant, Landlord shall credit such
excess amount against the next payment(s) due from Tenant to Landlord of
Expenses or Taxes, as the case may be. If on the basis of such statement, Tenant
owes an amount that is more than the estimated payments for such calendar year
previously made by Tenant, Tenant shall pay the deficiency to Landlord within
seven (7) days after delivery of such statement.
(ix) If this Lease shall commence on a day other than the
first day of a calendar year or terminate on a day other than the last day of a
calendar year, Tenant's Share of Expenses and/or Taxes that is applicable to the
calendar year in which such commencement or termination shall occur shall be
prorated on the basis of the number of calendar days within such year as are
within the Term.
(x) Tenant shall pay as additional rental any money and
charges required to be paid by Tenant pursuant to the terms of this Lease,
whether or not the same may be designated "additional rent."
3.
Effective upon the Effective Date, Exhibit "B" to the Lease is hereby
deleted in its entirety and Exhibit "B" attached hereto is hereby substituted.
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4.
EXCEPT, as specifically provided to the contrary herein, all of the
rest and remaining terms and conditions of the Lease shall remain in full force
and effect. All defined terms used herein shall have the same meaning as used in
the Lease unless a different meaning is clearly indicated.
The Lease as herein amended is hereby ratified and confirmed by the
parties and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the day and year first above written.
26600 DEVELOPMENT ASSOCIATES
a Michigan limited partnership
By: 26600 Investment Corporation
a Michigan corporation
Its:General Partner
By:
------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
President
"LANDLORD"
MEADOWBROOK, INC.
a Michigan corporation
By:
------------------------------
Its:
------------------------------
"TENANT"
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