EXHIBIT 10.32
AMENDMENT NO. 8 TO LEASE AGREEMENT
THIS AMENDMENT NO. 8 TO LEASE AGREEMENT ("Amendment") is dated as of
December 14, 2000, by and between ST. XXXX PROPERTIES, INC., a Delaware
corporation ("Landlord") and ATS MEDICAL, INC., a Minnesota corporation
("Tenant").
W I T N E S S E T H
WHEREAS, Crow Plymouth Land Limited Partnership ("Crow"), as landlord,
and Helix BioCore, Inc. ("Helix"), as tenant, entered into that certain Lease
Agreement dated December 22, 1987 (the "Original Lease"), which Original Lease
was amended by Amendment No. 1 to Lease Agreement dated January 5, 1989 (the
"First Amendment"); and
WHEREAS, Plymouth Business Center I Partnership ("Business Center")
succeeded to Crow's interest in the Original Lease as amended by the First
Amendment; and
WHEREAS, Business Center and Helix further amended the Original Lease
by Amendment No. 2 to Lease Agreement dated January 12, 1989 (the "Second
Amendment"), Amendment No. 3 to Lease dated June 14, 1989 (the "Third
Amendment") and Amendment No. 4 to Lease Agreement dated February 10, 1992 (the
"Fourth Amendment"); and
WHEREAS, Landlord has succeeded to the interest of Business Center in
the Original Lease as amended by the First Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment; and
WHEREAS, on May 10, 1992, Helix changed its name to ATS Medical, Inc.;
and
WHEREAS, Landlord and Tenant further amended the Original Lease by
Amendment No. 5 to Lease Agreement (the "Fifth Amendment"), by Amendment No. 6
to Lease Agreement dated November 25, 1997 (the "Sixth Amendment") and by
Amendment No. 7 to Lease Agreement (the "Seventh Amendment"; the Original Lease,
as amended by the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh
Amendment is hereinafter, the "Lease"); and
WHEREAS, the Original Lease demised premises, as described therein (the
"Original Premises"); which Original Premises were expanded pursuant to the
First Amendment, which expansion space was surrendered pursuant to the Third
Amendment and expanded again pursuant to the Fifth Amendment, the Sixth
Amendment and the Seventh Amendment (the Original Premises, as so expanded are
hereinafter, the "Expanded Premises") such that, as of the date hereof, the
Expanded Premises consist of 26,708 rentable square feet; and
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WHEREAS, Landlord and Tenant wish further to amend the Lease to further
expand the Premises and extend the term of the Lease,
NOW THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Defined Terms. Unless the context otherwise indicates, all
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Lease.
2. Amendment(s). Effective as of January 1, 2001:
(a) The Expanded Premises shall be further expanded to include an
additional 6,360 rentable square feet, as generally indicated
on Exhibit A attached hereto and made a part hereof, of which
6,360 square feet shall constitute an expansion of the
Expanded Premises (the "Additional Space"; the Expanded
Premises and the Additional Space may be referred to
collectively herein as the "Premises"), such that, from and
after February 1, 2000, the Premises shall consist of 33,068
square feet.
(b) The term of the lease for the Additional Space shall commence
on January 1, 2001, and shall end on December 31, 2003 (the
"Additional Space Term").
(c) The expiration date of the lease for the Expanded Premises
shall be extended from February 28, 2003, through and
including December 31, 2003 (the "Expanded Premises Extension
Term").
(d) (i) As to the Expanded Premises, for the Expanded Premises
Extension Term, base rent shall be Two Hundred Fifty One
Thousand Three Hundred Sixty seven and 00/100ths Dollars
($251,367.00) per annum, or $20,947.25 per month;
(ii) As to the Additional Space, base rent shall be payable
for the Additional Space Term as follows:
(A) For the period beginning on January 1, 2001, and
ending on February 28, 2003, base rent shall be
Fifty-Nine Thousand Four Hundred Sixty-Six and
no/100ths Dollars ($59,466.00) per annum or
$4,955.50 per month; and
(B) For the period beginning on March 1, 2003, and
ending on December 31, 2003, base rent shall be
Sixty-One Thousand Eight Hundred Twenty-one and
00/100ths Dollars ($61,821.00) per annum or
$5,151.75;
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Accordingly, effective as of January 1, 2001,
(X) For the period from January 1, 2001, through and
including February 28, 2001, total base rent for the
Premises, including base rent for the Additional Space,
shall be Two Hundred Ninety-Two Thousand Two Hundred
Thirty-Three and no/100ths Dollars ($292,233.00) per
annum or $24,352.75 per month;
(Y) For the period from March 1, 2001, through and
including February 28, 2003, total base rent for the
Premises, including base rent for the Additional Space,
shall be Three Hundred Ten Thousand Eight Hundred
Thirty-three and 00/100ths Dollars ($310,833.00) per
annum or $25,902.75 per month; and
(Z) For the period from March 1, 2003, through and
including December 31, 2003, total base rent for the
Premises, including base rent for the Additional Space,
shall be Three Hundred Thirteen Thousand One Hundred
Eighty-eight and 00/100ths Dollars ($313,188.00) per
annum or $26,099.00 per month,
all of which base rent shall be payable at the time and in the
manner set forth in the Lease for the payment of Base Rent.
(e) Paragraph 4.E. of the Lease shall be amended to increase
Tenant's "Proportionate Share" from 32.61% to 40.38% by
dividing 33,068 by 81,885.
(f) Effective on the date hereof, Exhibit A to the Lease is hereby
deleted and Exhibit A attached hereto substituted therefor.
3. AS-IS. Tenant shall accept the Additional Space in its AS-IS,
WHERE-IS AND WITH ALL FAULTS condition as of the date of this Amendment, with
all alterations and improvements to be at Tenant's sole cost, it being
understood and agreed that any alterations or improvements which Tenant wishes
to make shall be performed only in accordance with Paragraph 7 of the Original
Lease. Notwithstanding the foregoing, Landlord shall, at its sole cost and
expense, on or before December 31, 2000, demise the Additional Space, construct
a doorway between the Expanded Premises and the Additional Space and in the
Additional Space, paint the office area, clean existing tiled areas and replace
existing carpet with new building standard carpet.
4. No Default. Tenant represents and warrants that after giving effect
to the amendment contained herein, no Event of Default shall have occurred or be
continuing under the Lease and no event shall have occurred which, with the
serving of notice or the passage of time, shall mature into such an Event of
Default.
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5. Reference to and Effect on the Lease.
(a) Upon the effectiveness of this Amendment, each reference in
the Lease to "this Lease", "hereunder", "hereof' or words of
like import referring to the Lease shall be a reference to the
Lease as amended hereby.
(b) Except as specifically set forth above, the Lease remains in
full force and effect and is hereby ratified and confirmed.
(c) Whenever there exists a conflict between this Amendment and
the Lease, the provisions of this Amendment shall control.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota.
7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute one and the same
original.
8. Counterparts. This Amendment may be executed in counterparts, all of
which, when taken together, shall constitute one and the same original.
9. Time of the Essence. Time shall be of the essence as to each and
every provision of this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed as of the date
written below.
ST. XXXX PROPERTIES, INC. ATS MEDICAL, INC.
By: /S/ R. Xxxxxxx Xxxxxxx By: /S/ Xxxx X. Xxxxxxxxx
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Its: V.P. Its: Vice President, Finance
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Date: 12-18-00 Date: December 14, 2000
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EXHIBIT A
Schematic of the leased premise in the Plymouth Business Center, located at 0000
Xxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, showing the currently leased space
of 26,708 square feet and the additional 6,360 square feet to be leased under
this Amendment No. 8 to the Lease Agreement.
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