EXHIBIT 10.45
FIRST MODIFICATON TO LEASE AGREEMENT
THIS FIRST MODIFICATION TO. LEASE AGREEMENT is made this 31 day of
October, 2003 by and between 00 XXXXX XXX, L.L.C., having an address in care of
The Xxxxxx Group, 00 Xxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Landlord")
and OSTEOTECH, INC., having an address of 00 Xxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx
00000 (the "Tenant").
W I T N E S S E T H
WHEREAS, Xxxx Xxxxxx, Xx., d/b/a Mid Atlantic Industrial Co., as
predecessor in interest to Landlord and Tenant entered into a lease dated
October 20, 1994 (the "Lease") for the entire building of 38,400 square feet
located at 00 Xxxxx Xxx in the Borough of Eatontown, Monmouth County, New Jersey
on certain real property designated as Block 134, Lot 6.19 on the Tax Map of
Eatontown, New Jersey (the "Property"); and
WHEREAS, by Deed dated November 4, 1999, Xxxx Xxxxxx. Jr. conveyed his
interest in the Property to Landlord; and
WHEREAS, pursuant to the terms of the Lease, the term commenced on January
1, 1995 and is set to expire on December 31, 2004; and
WHEREAS, pursuant to the Lease, Tenant has an option to extend the term of
the Lease; and
WHEREAS, the Landlord and Tenant have reached a mutual agreement for an
extension of the term of the Lease effective October 1, 2003, notwithstanding
the fact that the current Lease term is not set to expire until December 31
2004; and
WHEREAS, the parties now wish to enter into this First Modification to
Lease Agreement for purposes of memorializing and modifying certain changes.
NOW, THEREFORE, in consideration of the sum of One ($1.00) Dollar and
other good and valuable consideration, the sum and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. Article 1B is hereby deleted in its entirety. The parties acknowledge that
Tenant previously acquired title to the Property identified therein and
subsequently re-conveyed the Property to an affiliate of Landlord. As
such, this provision is no longer applicable.
2. The parties hereto acknowledge that the Lease is hereby amended to extend
the term to December 31, 2008.
3. Effective January 1, 2004, the Minimum Rental shall be increased to $15.00
psf, $576,000 per annum, on a triple net basis. Thereafter, the rent will
increase on October 1 of each lease year by the rate of three (3%) percent
over the prior Lease year's Minimum Rental. As such, the parties hereby
confirm that the Minimum Rental shall be as follows:
Period Annual Fixed Rent Monthly Rent
-----------------------------------------------------------
1/01/04-12/31/04 $576,000.00 $48,000.00
1/O1/05-12/31/05 $593,280.00 $49,440.OO
1/01/06-12/31/06 $611,078.40 $50,923.20
1/01/07-l2/31/07 $629,410.75 $52,450.90
1/01/08-12/31/08 $648,293.07 $54,024.42
In addition to the Minimum Rental, Tenant shall continue to pay to
Landlord such other items of Additional Rent and other sums as set forth
in the Lease.
4. Article 3G is hereby amended to provide that Tenant shall only have one
(1) remaining five (5) year option to renew the Lease at market rates,
exercisable six (6) months prior to the expiration of the then current
term (i.e. April 1, 2008) provided the Lease is not in default.
5. Landlord acknowledges that it is currently holding a security deposit in
the amount of $21,984.00 pursuant to Article 36 of the Lease.
6. Article 41 of the Lease is hereby amended to provide that Landlord's
address shall be as follows:
00 Xxxxx Xxx, LLC
Attn: Xxxx Xxxxxx, Xx.
00 Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
With a copy to:
Xxxxxx Xxxx Xxxxx & Xxxxx, PC
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
0000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
7. Article 46 of the Lease is hereby deleted in its entirety as Landlord has
previously assigned the two (2) Leases identified therein and same is now
inapplicable.
8. Except as expressly modified herein, the terms of the original Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the date and year first above written.
WITNESS: 00 XXXXX XXX, X.X.X. - Xxxxxxxx
/s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxx, Xx.
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Xxxx Xxxxxx, Xx., Managing Member
OSTEOTECH, INC. - Tenant
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Exec. Vice President
