EXHIBIT 10.2
FOURTH AMENDMENT TO LEASE AGREEMENT
This FOURTH AMENDMENT TO LEASE AGREEMENT ("Fourth Amendment") is made this
June 29, 2006, by and between VAN DYKE OFFICE LLC, a Michigan limited liability
company (the "Landlord"), whose address is 00000 Xxxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxx 00000, and ASSET ACCEPTANCE, LLC, a Delaware limited liability
company (the "Tenant"), whose address is 00000 Xxx Xxxx, Xxxxxx, Xxxxxxxx 00000.
RECITALS:
This Fourth Amendment is based on the following recitals:
A. Landlord and Tenant are parties to that certain Lease Agreement dated
October 31, 2003, as amended by First Amendment to Lease Agreement dated June
25, 2004, Second Amendment to Lease Agreement dated October 1, 2004, and by
Third Amendment to Lease Agreement dated April 12, 2006 (as amended, the
"Lease").
B. Landlord and Tenant desire to amend the Lease as more fully set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:
1. The defined terms in the Lease shall have the same meanings in this
Fourth Amendment.
2. Item (1) of the exclusionary provision set forth in the second
paragraph of Section 2.05 of the Lease is hereby deleted in its entirety and
replaced by the following: "1) any alterations to meet the needs of specific
tenants, except the Tenant."
3. The first paragraph of Section 3.01 of the Lease is hereby deleted in
its entirety and replaced by the following: "Tenant agrees to pay all taxes and
assessments which have been or may be levied or assessed by any lawful authority
against the Leased Premises for any calendar year during the Term hereof. Tenant
shall pay such taxes directly to the local assessor's office. Such taxes shall
include but not be limited to any tax and/or assessment of any kind or nature
presently or hereafter imposed by the State of Michigan or any political
subdivision thereof or any governmental authority having jurisdiction there
over, upon, against or with respect to the rentals payable by the Tenant in the
Leased Premises to Landlord. To the best of its knowledge, Landlord certifies
that the Leased Premises exist within a "Renaissance Zone" for tax purposes.
Notwithstanding the foregoing, Tenant shall not be responsible for any taxes
that are not customarily passed through from lessors to lessees in connection
with triple net office leases in southeastern Michigan, including any Michigan
Single Business Tax charged to Landlord for any reason."
4. Item 9 of Exhibit "F" to the Lease is hereby deleted in its entirety
and replaced by the following: "Costs incurred due to violation by Landlord or
any tenant or other occupant, other than Tenant, of the terms and conditions of
any lease."
5. In the event that Landlord sells the Premises and assigns its interest
in the Lease to a non-affiliated third party purchaser, then, effective upon the
closing of such sale, Tenant hereby releases Xxxxxxx Xxxx Xxxxxxxxx, L.L.C.
("Landlord Guarantor") in full from the Guaranty (of the payment and performance
of Landlord's obligations under the Lease) dated October 30,
2003 ("Landlord Guaranty"), but only with respect to those guaranty obligations
which accrue after the closing of such sale.
6. Subject to Section 5 above, Landlord Guarantor hereby joins in this
Fourth Amendment to acknowledge and agree that the terms of this Fourth
Amendment are also guaranteed in full under the Landlord Guaranty. Subject to
Section 5 above, if Tenant shall make a demand under the Landlord Guaranty, then
Landlord Guarantor shall be responsible for all of Landlord's obligations under
this Fourth Amendment and the Lease.
7. Asset Acceptance Holdings LLC ("Tenant Guarantor") hereby joins in this
Fourth Amendment to acknowledge and agree that the terms of this Fourth
Amendment are also guaranteed in full under that certain Guaranty dated October
31, 2003 ("Tenant Guaranty"), and that this Fourth Amendment does not amend,
modify or alter the Tenant Guarantor's obligation under the Tenant Guaranty. If
Landlord shall make a demand under the Tenant Guaranty, the Tenant Guarantor
shall be responsible for all of Tenant's obligations under this Fourth Amendment
and the Lease. Notwithstanding the foregoing, Landlord acknowledges that it has
no claim against Tenant under the Lease or against Tenant Guarantor under the
Tenant Guaranty as of the date hereof.
8. Except as amended hereby, the Lease, Landlord's Guaranty, and Tenant's
Guaranty are restated and republished in their entirety and remain in full force
and effect. To the extent that there are any conflicts or inconsistencies
between the provisions contained in this Fourth Amendment and the provisions
contained in the Lease, the provisions of this Fourth Amendment shall be deemed
to be superseding and controlling.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
EXECUTION
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment the date and
year first above written.
LANDLORD:
VAN DYKE OFFICE LLC,
a Michigan limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxxx
Its: Manager
TENANT:
ASSET ACCEPTANCE, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxxx X. Xxxxxxx XX
--------------------------------
Xxxxxxxxx X. Xxxxxxx XX
Its: Manager
LANDLORD GUARANTOR:
XXXXXXX XXXX XXXXXXXXX, LLC,
a Michigan limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
Its: Manager
TENANT GUARANTOR:
ASSET ACCEPTANCE HOLDINGS, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxxx X. Xxxxxxx XX
--------------------------------
Xxxxxxxxx X. Xxxxxxx XX
Its: Manager
