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EXHIBIT 10.10
ASSIGNMENT AND FIRST AMENDMENT TO
WIXOM BUILDING LEASE
GRAND OAKS INDUSTRIAL PARK
THIS LEASE ASSIGNMENT AND AMENDMENT is made and entered into as of the
date of the last signature shown on the signature page hereof, by and between
OAKLAND OAKS, L.L.C., a Michigan limited liability company, whose address is
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Landlord"), ROCKWELL MEDICAL
SUPPLY, L.L.C., a Michigan limited liability company whose address is 28025
Oakland Oaks, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignor"), ROCKWELL MEDICAL
TECHNOLOGIES, INC., a Michigan corporation, whose address is 28025 Oakland
Oaks, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee"), and by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
whose address is ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ("Guarantors").
RECITALS:
A. On or about September 8, 1995 Landlord and Assignor entered into a
Wixom Building Lease (the "Lease") regarding the lease by Landlord to Assignor
as "Tenant" of a Free standing light industrial building located at 28025
Oakland Oaks, Wixom, Michigan (the "Leased Premises").
B. The obligations of Tenant under the Lease were unconditionally
guaranteed by the Guarantors, under a Personal Guaranty of Lease, dated
September 6, 1995.
C. Assignor desires herein to assign all of its right, title and
interest in the Lease and Leased Premises to Assignee.
D. Landlord is willing, on the terms specifically provided herein, to
amend the Lease, consent to assignment of Tenants rights to Assignee, and to
discharge the Guarantors.
CONSIDERATION AND AGREEMENT:
NOW THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the sufficiency and adequacy of which are hereby mutually
acknowledged and accepted, and with the intent to be legally bound hereby, the
parties hereby agree as follows:
1. Assignment of Lease. Assignor hereby grants, assigns, transfers,
conveys, sets over and delivers to Assignee all of Assignor's right, title and
interest, as Tenant, in and to the Lease and the Leased Premises, including all
of Assignor's rights, if any, in the Security Deposit. Assignee hereby assumes
and agrees to perform all obligations of Assignor, as Tenant, and Assignee shall
be bound by the terms of the Lease as though a signatory thereto in the first
instance, other than liabilities and obligations arising out of or relating to
any breach or default of Assignor occurring on or prior to the date hereof.
Landlord hereby consents to the foregoing assignment of Lease to Assignee and
agrees that the assignment
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of the Lease will not (i) result in a default by the Assignor or Assignee under
the Lease or (ii) terminate or modify any of the rights of Assignee under the
Lease..
2. Amendment of Lease. Simultaneously herewith, Assignee has
deposited with Landlord the sum of $177,937.47, in immediately available funds
(i.e., cashier's or certified check, or wire transfer). Said sum shall be held,
together with the initial Security Deposit of $39,541.66, for a total Security
Deposit, to be held and applied by Landlord in accordance with this paragraph
and Section 3.05 of the Lease, in the amount of $217,479.13. Provided that
Tenant is not then and has not, at any time preceding such date been in default
under the Lease, the Security Deposit will be applied against monthly base
rent, in accordance with the following schedule:
MONTH OF APPLICATION AMOUNT TO BE APPLIED
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January 1998 $19,770.83
February 1998 $19,770.83
January 1999 $19,770.83
February 1999 $19,770.83
January 2000 $19,770.83
February 2000 $19,770.83
March 2000 $19,770.83
Upon application of the Security Deposit as aforesaid, the entire remaining
balance thereof ($79,083.32) shall be held until expiration of the Lease or
applied as otherwise permitted under the terms thereof.
3. Release of Guarantors. Guarantors are hereby released and
discharged of all further liability under the Guaranty.
4. Representation by Landlord. Landlord represents and warrants to
Assignee that (i) Exhibit A attached hereto is a true and correct copy of the
entire Lease and there have been no amendments or modifications thereto, (ii)
the Lease represents a valid and binding obligation of the Landlord in
accordance with its terms, and (iii) except as to payment of the invoice
attached hereto as Exhibit B, which remains outstanding as of the date hereof,
Landlord has no current actual knowledge that there has occurred an event which
would constitute any breach of or default in any provision of the Lease or
which would permit the acceleration or termination of any obligation of any
party thereto, or which would give rise to any of the foregoing upon the
giving of notice or lapse of time or both.
4. Attorneys Fees. Assignee shall be solely responsible to reimburse
Landlord for its attorneys fees and any other costs incurred in connection with
this Agreement, including charges levied against Landlord by its mortgage lender
and such lender's legal counsel.
5. Capitalized Terms. Capitalized terms when used herein shall have
the same meaning as are attributed to them in the Lease, unless a contrary or
different meaning is specifically stated herein.
6. Entire Lease. The Lease, all Exhibits referred therein and/or
attached thereto, the rules and regulations, if any, and this Amendment
constitute the entire and integrated agreement between Landlord and Assignee as
Tenant.
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7. Binding Effect. All rights and obligations contained herein shall
be binding upon and inure to the benefit of Landlord and Assignee, and their
respective successors, and permitted assigns, if any.
8. Receipt. The parties hereto each hereby acknowledge that they have
read, fully understand and agree to all of the above, and that they have
executed and delivered the original of this Amendment as of the date first set
forth hereinabove, and accept a copy hereof.
9. Counterparts. This Amendment Agreement may be executed in one or
more counterpart copies, all of which shall constitute and be deemed an
original, but all of which together shall constitute one and the same
instrument binding on all the parties.
IN WITNESS WHEREOF, this Amendment Agreement shall be deemed
entered into and effective on the last date shown below.
ROCKWELL MEDICAL SUPPLY, L.L.C., a
Michigan limited liability company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Member
By: TK Investment Company, a Michigan
co-partnership, Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ Family Limited Partnership,
a Michigan limited partnership, Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, General Partner
And: ▇▇▇▇▇▇▇▇▇▇ Family Limited Partnership,
a Michigan limited partnership, Partner
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, General Partner
Dated: February 19, 1997
"ASSIGNOR:
ROCKWELL MEDICAL TECHNOLOGIES, INC.
a Michigan corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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Dated: February 19, 1997
"ASSIGNEE"
/s/ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Dated: February 19, 1997
"GUARANTORS"
OAKLAND OAKS, L.L.C., a Michigan
limited liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Member
Dated: February 19, 1997
"LANDLORD"
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