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EXHIBIT 10.15
ASSIGNMENT OF LEASE
This Assignment of Lease is made as of JANUARY 21, 1997 by and between MOL
INVESTMENTS, a Michigan partnership ("Landlord"), MOLMEC, INC., a Michigan
corporation ("Assignor"), and LDM Technologies, Inc., d/b/a and f/k/a LDM
Industries Inc., a Michigan corporation ("Assignee").
RECITALS:
A. The Landlord as lessor and the Assignor as lessee entered into a Lease
Agreement on August 14, 1984, a copy of which is attached as Exhibit A, an
Amendment to Lease Agreement dated August 13, 1994, a copy of which is
attached as Exhibit B, and a Second Amendment to Lease Agreement dated June 1,
1996, a copy of which is attached as Exhibit C, with respect to certain
premises at 0000 Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx, more particularly
described in the Lease.
B. The parties desire that Assignor assign its interest in the Lease and
all of the Amendments to Assignee, and that Landlord consent to such assignment
in accordance with Paragraph 19 of the Lease Agreement, under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Assignment. As of the Effective Date of this Assignment, as defined
in Paragraph 5, Assignor assigns to Assignee all of Assignor's right, title,
and interest in and to the Lease and all of the Amendments thereto. Assignor
further assigns to Assignee any amounts held in escrow by Landlord for payment
of taxes and insurance by Tenant under Paragraph 8 of the Lease Agreement. As
a result of this assignment, all rights to escrowed funds shall belong to the
Assignee, and the Landlord shall have no further liability or responsibility to
the Assignor with respect to the escrowed funds.
2. Acceptance by Assignee. Assignee accepts the assignment and all rights
accruing to it under the Lease and assumes and agrees to make all payments and
keep and perform all covenants and obligations of the Assignor under the Lease
from and after this Assignment's Effective Date.
3. Release of Assignor's Liability. By executing this Lease Assignment,
Landlord agrees that the Assignor is released from any and all obligations
under the terms of the Lease from and after this Lease Assignment's Effective
Date, provided Assignor is current in the payment of rent and not otherwise in
default under the Lease's terms and conditions. Landlord acknowledges that, as
of the date of this Lease Assignment, Assignor is current in the payment of
rent and not otherwise in default under the Lease's terms or conditions.
4. Acceptance and Consent of Landlord. Landlord accepts and consents to
this Lease Assignment and acknowledges that all of Assignor's rights under the
Lease shall inure to the benefit of Assignee from and after the Effective Date.
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5. Effective Date. This Lease Assignment shall not be effective unless
and until Assignor and Assignee have consummated a pending sale by Assignor to
Assignee of Assignor's principal business assets as a going concern and have
confirmed the sale's closing to Landlord in writing. The closing date of the
sale shall be the Effective Date of this Lease Assignment. If the sale's
consummation does not occur by January 31, 1997, this Assignment shall be void.
6. Amendment to Lease. This Lease Assignment shall constitute an
amendment to the Lease. If there is any conflict between this Lease Assignment
and the Lease, this Lease Assignment shall govern.
7. Counterparts. This Lease Assignment may be executed in one or more
counterparts, each of which shall be deemed an original and which together
shall constitute one document.
The parties have executed this Lease Assignment as of the date listed below
each party's signature.
WITNESSES: ASSIGNOR:
MOLMEC, INC., a Michigan corporation
Xxxxxx XxXxxxx BY: Xxxxxxx X. Xxxxxx
---------------------------- ------------------------------------
[SIG] ITS: Vice President
---------------------------- -----------------------------------
DATED: Jan 21, 1997
---------------------------------
ASSIGNEE:
LDM TECHNOLOGIES, INC., d/b/a and f/k/a
LDM INDUSTRIES INC., a Michigan corporation
Xxxxxxx Xxxx BY: Xxxx Xxxxxxxx
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[SIG] ITS: CFO
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DATED: 1/21/97
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LANDLORD:
MOL INVESTMENTS, a Michigan partnership
Xxxxxx XxXxxxx BY: Xxxxxxx X. Xxxxxx
---------------------------- ------------------------------------
??? ITS: General Partner
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DATED: Jan 21, 1997
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STATE OF MICHIGAN )
) SS
OAKLAND COUNTY )
On JANUARY 21, 1997, XXXXXXX X. XXXXXX personally appeared before me, and
is known by me to be the VICE PRESIDENT of MOLMEC, INC., a Michigan
corporation, on behalf of the Corporation.
Subscribed and sworn to before me on
Xxxxxx XxXxxxx
----------------------------------
XXXXXX XXXXXXX
Notary Public, MACOMB County
My Commission Expires: 0-00-00
XXXXX XX XXXXXXXX )
) SS
OAKLAND COUNTY )
On Jan 21, 1997, XXXX XXXXXXXX personally appeared before me, and is known
by me to be the CFO of LDM Technologies, Inc. d/b/a and f/k/a LDM Industries
Inc., a Michigan corporation, on behalf of the Corporation.
Subscribed and sworn to before me on
Xxxxxxx Xxxx
----------------------------------
Notary Public, MACOMB County
My Commission Expires: 8/20/00
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STATE OF MICHIGAN )
) SS
OAKLAND COUNTY )
On JANUARY 21, 1997, XXXXXXX X. XXXXXX personally appeared before me, and
is known by me to be the GENERAL PARTNER of MOL Investments, a Michigan
partnership, on behalf of the partnership.
Subscribed and sworn to before me on
Xxxxxx XxXxxxx
----------------------------------
XXXXXX XXXXXXX
Notary Public, MACOMB County
My Commission Expires: 7-31-00
INSTRUMENT DRAFTED BY
AND WHEN RECORDED RETURN TO:
Xxxxxx X. XxXxxxx, Esq.
Xxxxxxxx Xxxxx, P.C.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
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EXHIBIT A
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 14th day of August, 1984, between M. O. L.
INVESTMENTS, a Michigan partnership, having an office at 0000 Xxxxxx Xxxx,
Xxxxxx Xxxx, Xxxxxxxx 00000, hereinafter designated "Landlord", and MOLMEC,
INC., a Michigan corporation, whose address is 0000 Xxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, hereinafter designated "Tenant";
W I T N E S S E T H:
CONVEYANCING CLAUSE
1. Landlord, in consideration of the premises and of the rents hereinafter
reserved and of the covenants, agreements and conditions herein contained to be
kept and performed on the part of Tenant, does hereby rent unto Tenant, and
Tenant does hereby hire and take, subject to and assuming those obligations
hereinafter set forth, the parcel of land with the buildings and improvements
now or hereafter erected thereon, situated and being in the Township of Avon,
State of Michigan, described on Exhibit "A" attached hereto and made a part
hereof, with the specific agreement that this is an absolutely net Lease and it
is the intent that all costs or expenses arising out of this Lease are to be
paid by the Tenant hereunder and that any and all monies expended by Landlord
are to be reimbursed to the Landlord by Tenant. Tenant takes subject to
restrictions, easements, zoning ordinances, building and use restrictions, and
all other laws, ordinances, rulings or regulations applicable to the demised
premises.
THE DEMISED PREMISES
2. The property described on Exhibit "A" and all buildings and building
equipment, structures, improvements, machinery, equipment and fixtures,
pavement, walks, fences, shrubbery and signs now or here after located on the
above described property, except furniture and trade fixtures and other
property belonging to Tenant, are herein collectively referred to as the
"demised premises".
USE OF DEMISED PREMISES
3. The Demised Premises are to be used for purposes permissible under
a Loan Agreement dated August 1, 1984, made between The Economic Development
Corporation of the Charter Township of Avon, Michigan ("EDC"), Landlord and
Tenant, the terms of which are incorporated herein by reference.
SPECIAL INDEMNITY AND GUARANTY OF M.O.L. INVESTMENTS
4. M.O.L. Investments, Landlord herein, has been induced by Tenant to enter
into this Lease and to execute the Loan Agreement and the documents referred to
therein to enable Tenant to obtain a new industrial plant without expenditure
of its own capital. Landlord has made or will shortly make, execute and
deliver a Promissory Note in the amount of $900,000, a mortgage on the demised
premises, and various and several other undertakings to the EDC and Comerica
Bank, the purchaser of the EDC's Bond. For all purposes herein, all
documents which Landlord or Tenant or both of them execute or agree to perform
pursuant to the Loan Agreement, whether or not specifically mentioned herein,
are hereinafter embodied in the term "Loan
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Agreement". Based on the inducement aforesaid, and in consideration of this
Lease, Tenant hereby agrees, for itself and its successors and assigns to
indemnify and hold Landlord harmless from any and all claims, loss, judgment,
suits, costs, expenses, attorneys' fees, (whether deemed reasonable or not),
direct liability, loss, hindrances or otherwise resulting from M.O.L.
Investment's entry into the Loan Agreement or its performance thereunder.
Tenant agrees for itself, successors and assigns to guaranty to Landlord and its
successors and assigns the full and faithful performance of each and every
obligation of either Landlord or Tenant under the Loan Agreement, including (and
not by way of limitation) the specific undertaking to do all acts and to refrain
from any acts which would constitute a breach or result in the loss of the
favorable tax treatment of the bonds to be issued pursuant to the Loan Agreement
and under Section 103 of the Internal Revenue Code, as amended. The within
guaranty is an unconditional guaranty of payment and performance and not of
collection and Tenant hereby waives any notice of default or recourse by
Landlord under the Guaranty; Tenant agrees to Landlord's full right and ability
to unilaterally settle, adjust, or compromise any obligation of Landlord under
the Loan Agreement without in any way effecting or releasing this guaranty.
Landlord may obtain full recovery of its attorneys' fees in all matters
involving the Loan Agreement. This indemnity and indemnity and guaranty shall
be a personal undertaking and agreement between the parties and shall survive
the expiration or earlier termination of this Lease Agreement; nevertheless, the
within guaranty and indemnity shall be deemed a covenant running with the land
under the Lease Agreement in addition to the personal undertaking of Tenant.
Landlord shall have no obligation as a contributor to the EDC or Comerica Bank
or their successors and assigns. All successors and assigns of Tenant
shall, upon inuring to the status of lessee or as a successor and assignor be
primarily responsible hereunder with Tenant; Landlord may look to Tenant and its
successors and assigns jointly and severally without assessing or giving first
notice or requiring first performance by any one of them as against the others.
TERM
5. Tenant shall have and hold the demised premises for a term commencing on
the date first written above and expiring on the soonest of any of the following
events:
a) The tenth (10th) anniversary of the commencement date of the
lease; or
b) The date in which the Bond which is delivered to Comerica Bank
under the Loan Agreement is paid or satisfied; or
c) The effective date in which the Bond which is delivered to
Comerica Bank under the Loan Agreement is amended (directly or indirectly)
to provide for an increase in the debt service (principal and/or interest)
under the EDC Financing referred to in the Loan Agreement; provided
however, that the foregoing shall not be deemed to apply in the event the
changes only concern the rate of interest to be paid under the Bond and so
long as such rate is calculated at 75% or less of the prime rate of
Comerica Bank.
d) The effective date in which the Promissory Note given by Landlord
under the Loan Agreement is amended (directly or indirectly) to provide for
an increase in the debt service (principal and/or interest) under the EDC
Financing referred to in the Loan Agreement; provided however, that the
foregoing
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shall not be deemed to apply in the event the changes only concern the
rate of interest to be paid under the Bond and so long as such rate is
calculated at 75% or less of the prime rate of Comerica Bank.
RENTAL AND BASE RENTAL
6. The rent to be paid by Tenant to Landlord hereunder shall be
Thirteen Thousand Three Hundred and Thirty Three Dollars and Thirty
Three Cents ($13,333.33) per month.
The foregoing amount shall constitute base monthly rental, but
shall not include additional rentals or charges or sums hereinafter
specified for repairs, taxes, insurance or otherwise. All sums due
under this agreement, whether characterized as rentals, additional
rentals, charges or other sums due from Tenant to Landlord or from
Tenant from any other party by reason of Tenant's use of the demised
premises or which become a lien upon or are charged to the demised
premises or are due to Landlord shall be and are hereinafter defined
to be rentals for which Landlord shall have all other rights and
privileges appurtenant to such term.
Rental payments should be made reasonably in advance in order
for Landlord to receive payment on the first day of each month.
Should any monthly rental payment be postmarked on or subsequent to
the first business day of each month, the parties hereby agree that
the amount of damages sustained by Landlord as a result of such
delinquency would be impractical or extremely difficult to fix, but
that five percent (5%) of the total monthly rental payment would be a
reasonable estimate of Landlord's damages and, therefore, that Tenant
shall pay to Landlord as liquidated damages for any such delinquency a
late charge equal to five percent (5%) of the total monthly rental
payment.
RENTAL PAYMENT, INDEPENDENT COVENANT
7. Tenant agrees to pay without demand the said rent in the manner
aforesaid and such other sums as are hereinafter provided to be paid
as additional rent and any and all other sums and charges hereinafter
specified by separate payment and without setoff or deduction whatsoever.
TAXES, FIRE INSURANCE, UTILITIES
8. a) Personal Property Taxes. All matters pertaining to
the assessment and taxation of Tenant's personal property shall
be Tenant's sole responsibility and shall be paid by Tenant.
b) Real Property Taxes. Landlord hereunder shall pay
all real and personal property taxes and assessments and special
assessments based on the ad valorem value or other assessment of the
demised premises and shall be reimbursed as additional rental by Tenant for
all such liability. Alternatively, Landlord may require direct
payments by Tenant to the taxing authority.
c) Fire Insurance. Landlord shall carry plate glass insurance (if
Landlord desires) and fire and extended coverage (including "all risk"
if Landlord desires) insurance on the demised premises in such amounts and
insuring such parties as Landlord shall deem desirable and shall be
reimbursed as additional rental by Tenant for all such liability. Tenant
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do any act or thing which will invalidate or be in conflict with the fire
insurance policies covering the building or buildings constituting a part
of the demised premises.
d) Monthly Escrow for Taxes and Insurance. Tenant shall, unless
Landlord shall waive such obligation from time to time (with the full right
of reinstatement), pay to Landlord monthly as additional rent the sum
specified by Landlord from time to time for the estimated real and personal
property taxes and assessments under subparagraph b) above and any fire and
extended coverage insurance related to the demised premises under
subparagraph (c) above as of the date hereof on a prorated monthly basis.
In the event of any such taxes, assessments or insurance premiums shall be
increased or decreased, Landlord shall adjust accordingly the additional
rental herein provided. Landlord shall provide Tenant with notice of any
such adjustment of additional rent, and in event of increase, Tenant shall
pay to Landlord within thirty (30) days of such notice the aggregate
increase from the effective date thereof to the date of such notice, and
shall pay the increased amount on a monthly basis thereafter until the next
adjustment due to any increase or decrease in such taxes, assessments or
insurance premiums. Without limiting the generality hereof, it is
the intention of the parties that the additional rentals herein provided
shall at all times equal Landlord's tax, assessment and insurance premium
obligation for the demised premises.
e) Special Election Regarding Assessments. In the event any special
assessment levied on the demised premises may be payable in installments
over a period greater than one (1) year (irrespective of when Landlord
shall make payment), the additional monthly rent herein provided for shall
be computed by dividing the amount of such annual installment by twelve
(12) and only such installments of assessments inuring to Tenant's period
of occupancy shall be due from Tenant.
f) When Paid. The payments provided to be made by Tenant in
this paragraph shall be made without demand in the same manner as base
monthly rental.
g) Substitute For Real Property Tax. If at any time during the term
hereof, or during any renewal or extension of this Lease, any charge or
gross receipt tax on rents (or tax or charge measured by rents), or income
tax attributable to or based Upon rental income which shall be payable by
or chargeable to Landlord under any law or future law of the United States
or the State in which the demised premises are located, or any political
subdivision thereof, or any other governmental agency or authority, upon or
with respect to the rent received by Landlord under this Lease, or against
Landlord in lieu of or as a substitute for all or any part of taxes,
levies, assessments or any other impositions upon the demised premises or
any part thereof, then Tenant shall pay same in accordance with the terms
and provisions of this Paragraph 8(b). In event any income or other tax of
any nature is imposed in lieu of all or any part of real property taxes,
and such tax or charge is not measurable or attributed to real estate
valuation, then in such event, the applicable portion of Tenant's monthly
payment shall continue in the amount then in effect and shall be and become
a part of the basic rent set forth in Paragraph 5 of this Lease.
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h) Utilities. Tenant shall use the demised premises and each and
every part thereof and the facilities, machinery and equipment therein
contained at its own cost and expense, and shall pay or cause to be paid
all charges for gas, electricity, light, heat, power, telephone,
maintenance, landscaping services, and other services used, rendered or
supplied upon or in connection with the demised premises and each and every
part thereof when due and without penalty.
INDEMNITY
9. Tenant agrees to protect, defend, indemnify and hold harmless Landlord, its
parent, subsidiary and affiliated companies and the successors and assigns of
each of them, from and against any and all losses, costs, damages, expenses,
demands or claims, whether groundless or not, arising or allegedly arising out
of Tenant's use or possession of the demised premises or out of the actual or
alleged defaults or failures of Tenant of any of the obligations which it
agreed to, covenant for, or assumed hereunder, including but not limited to
bodily or personal injury, sickness or disease (including death resulting at
any time therefrom) which may be sustained or claimed by any person or persons,
or the damage or destruction of any property, including the loss of use
thereof, and arising or allegedly arising out of Tenant's possession or use of
the premises, and based upon any sole, joint or concurrent act or omission,
negligent or otherwise of (a) Tenant or any of its employees, agents or
servants, (b) any other person or persons employed by Tenant or invited onto
the premises by Tenant or any employees, agents or servants of such other
person or persons, or (c) any other person or persons, including Landlord, its
parent, subsidiary and affiliated companies and the employees, agents or
servants of each of them, excepting only the adjudication by a court of
competent jurisdiction that Landlord, its parent, subsidiary or affiliated
companies or an employee, agent or servant of any of them is or are guilty of
active or sole negligence with regard to bodily or personal injury, sickness or
disease (including death resulting at any time therefrom) of any person or
persons. In connection with the foregoing, Tenant shall, at its own cost and
expense, defend any claim and any suit, action or proceeding which may be
commenced thereunder, and Tenant shall pay any and all judgments which may be
recovered in any suits, action or proceeding and any and all expense, including
but not limited to costs, attorneys' fees and settlement expenses that may be
incurred therein and excepting only a judgment based upon the sole and active
negligence of Landlord, its parent, subsidiary or affiliated companies or an
employee, agent or servant of any of them.
LIABILITY INSURANCE
10. Tenant, at his or its expense, shall provide liability insurance with
individual limits of not less than $1,000,000.00 for any one
person, $1,000,000.00 for any one occurrence for bodily injury or
death, and liability insurance limits of $100,000.00 for property
damage, and deliver copies of such policy or policies with all the
endorsements required in Items (a) through (f) below to Landlord prior
to the beginning of the term of this Lease.
The policy or policies providing this insurance shall be
endorsed as follows:
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a) To include Landlord and parties in interest specified
by Landlord as an additional named insured.
b) To extend the coverage of such policy or policies to
include the liability assumed by Tenant in Paragraph 11 entitled
"Indemnity".
c) To provide that no material change or cancellation of
such policy or policies shall be effected without thirty (30)
days' prior written notice to Landlord.
d) To provide that the insurance provided hereby shall
be primary and shall not be excess over or contributory with any other
insurance carried on behalf of Tenant or Landlord or their subsidiary and
affiliated companies.
e) To provide that Landlord's interest as a party insured under
such policies shall not be invalidated or otherwise adversely affected
by any acts or omissions, negligent or otherwise of the Tenant, or its
sub-tenants, agents, employees, successors or assigns.
f) To provide that Landlord will not be responsible for payment of
any premium for such policies.
OTHER INSURANCE
11. Tenant shall, from the date hereof and throughout the term of
the Lease, continuously maintain workers' compensation insurance and
other insurance required of employers under the laws of the State of
Michigan and of the United States of America. In lieu thereof, the
Tenant may maintain a program of self-insurance with Landlord's consent,
not to be unreasonably withheld, complying with the requirements of the
appropriate statutes of the State of Michigan and the United States of
America, but only so long as there is no direct or
indirect liability of or risk to Landlord or the demised premises
arising under such self-insurance program.
CONDITION OF BUILDING
12. Tenant acknowledges that it has inspected the demised premises,
including the heating, electrical, and plumbing systems in the demised
premises and accepts the demised premises in its present condition,
subject to all faults of every kind and nature whatsoever whether
latent or patent and whether nor or hereafter existing.
REPAIR
13. Except as specifically provided and set forth in Paragraphs 17
and 18 herein, relating to restoration after condemnation or casualty,
Tenant covenants and agrees that it will, at its own expense during
the continuation of this Lease, make such current repairs, maintenance,
restoration, and replacements as are required to keep or put
the demised premises in first-class order and repair, including, but
not by way of limitation, the following: landscaping, sidewalks and
blacktoping, heating and air-conditioning systems and equipment,
doors, interior walls, floors, ceilings and plate glass and windows.
Tenant shall also make and do periodic painting and general refurbishing so
as to maintain the demised premises at all times in
an attractive clean condition. In event Tenant shall fail to make
any of the repairs required hereunder within thirty (30) days
following written demand from Landlord for such repairs, Landlord
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is hereby authorized to make such repairs and charge the cost of such repairs
to Tenant as additional rental; provided, however, that upon default of this
obligation, Landlord may and notwithstanding the necessity of any written
demand or time limitation hereinbefore set forth, and in order to secure itself
as to the performance of Tenant's obligations under this paragraph, charge
Tenant as additional rental that sum which in Landlord's reasonable estimation
would be necessary to make and complete repairs to the premises which are
Tenant's obligations under this Lease. In the event actual repairs are made
by Landlord and the cost exceeds Landlord's reasonable estimate, Tenant hereby
covenants and agrees that it will forthwith pay to Landlord, as additional
rent, such additional money to fully reimburse Landlord.
ALTERATIONS, ADDITIONS AND IMPROVEMENTS
14. Tenant shall not make any alterations, changes, additions or
improvements to the demised premises without Landlord's written
consent, and all alterations, changes, additions or improvements, whether with
or without permission and made by either of the parties hereto upon the demised
premises, (and except movable office furniture and trade fixtures put in at the
expense of Tenant), shall at Landlord's election at the end of the term shall
become the property of Landlord and shall remain upon and be surrendered with
the demised premises upon the expiration of this Lease, or any sooner
termination thereof. If Landlord shall so elect, then such alterations,
changes, additions or improvements made by Tenant upon the demised premises,
as Landlord shall select (such election may be ad hoc), shall be removed by
Tenant and Tenant shall restore the demised premises to the original condition
thereof at its own cost and expense within thirty (30) days after notice from
Landlord of such election, such notice to be given not later than twenty (20)
days following expiration of the term of this Lease. The movable furniture
and trade fixtures of Tenant, however, shall remain Tenant's property at all
times and shall be removed at the termination of this Lease, any damage to the
premises in the course of such removal to be repaired by Tenant at Tenant's own
cost and expense.
MECHANIC'S LIENS
15. Tenant shall not do or suffer anything to be done whereby the
demised premises may be encumbered by any mechanic's or other lien or order for
the payment of money, and Tenant shall at its own cost and expense, whenever
and as often as any mechanic's lien purporting to be for labor, material or
services furnished or to be furnished to Tenant, or other lien or order for
the payment of money (except such as are based on acts or omissions of
Landlord) shall be filed against the demised premises, cause the same to be
cancelled and discharged of record within thirty (30) days after the date of
filing thereof or such earlier period as may be required to protect Landlord's
title to the premises. Tenant further agrees to indemnify and save harmless
Landlord from and against any and all costs, expenses, claims, losses or
damages, resulting therefrom or by reason thereof.
LAWS, ORDINANCES, ETC.
16. Tenant will at all times during the term of this Lease, at its own
cost and expense, perform and comply with all present or future laws, rules,
order, ordinances and regulations of the United States of America, and of
state, county or city governments, and any authority, department or bureau
thereof, and of any other municipal, governmental or lawful authority having
jurisdiction of the premises whatsoever, relating to, or in any manner
affecting the demised premises, and the
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EDC financing thereof, the adjacent sidewalks and landscaping, including
fixtures and/or equipment or any buildings thereon or the use thereof.
Without limiting the generality hereof, Tenant acknowledges and agrees to
perform and comply with the specific conditions respecting use under zoning
and other restrictions and use under the Loan Agreement. In the event Tenant
shall fail to perform any obligation required hereunder and such failure shall
continue for a period of five (5) days after written notice to Tenant from
either Landlord or a governmental agency authorized to enforce any law,
ordinance or regulation (unless sooner performance is required), Landlord may,
but shall be under no obligation to, perform on Tenant's behalf and Tenant
shall pay Landlord any costs incurred thereby or Landlord may terminate this
Lease Agreement.
CONDEMNATION
17. a) Full Taking. As to any condemnation affecting the demised
premises, the parties agree that if the entire property of which the
demised premises forms a part shall be taken by reason of the exercise of
the power of eminent domain for any public or quasi-public use or purpose,
then this Lease shall terminate on the first date that either title or
possession to the premises vests in the taking authority, and rent shall be
prorated to such date of termination.
b) Partial Taking. If a part of said property be so taken and the
part not so taken is, in the opinion of Landlord and Tenant, reasonably
exercised, insufficient for the reasonable operation of Tenant's
business, then either party may cancel or terminate this Lease at any time
within thirty (30) days after such opinion is given, by giving the other
party written notice of cancellation of this Lease, and rent shall be
prorated to the effective date of cancellation and the Lease shall
terminate. If no cancellation of the Lease is effected (either because
of no option arising to the parties, or no exercise of an option), then
this Lease shall continue under the provisions of subparagraph (d).
c) Awards. In any case, damages awarded for any taking, except
damages awarded for trade fixtures and/or furniture of Tenant, shall
belong to and be the property of Landlord, whether such damages shall be
awarded as compensation for diminution in value to the leasehold or to the
fee of the premises herein leased or for improvements to the demised
premises made by Tenant.
d) Continuation in Partial Takings: Abatement and Restoration. In
the event of a partial taking where the parties have not elected
to terminate the Lease, this Lease shall continue in full force and
effect as to that portion of the premises not so taken under the same
terms and conditions herein contained, except that monthly rental
payable thereafter shall be abated and reduced by the following amount:
The award, less i) Landlord's costs incurred in the condemnation
proceedings and ii) Landlord's cost of restoration hereafter provided,
multiplied by .11, and dividing the result by 12. Landlord shall promptly
perform all work and furnish all materials necessary to restore and create
as a whole architectural unit that portion of the building and
improvements (and of the machinery and Landlord's equipment which
are an integral part thereof) on that part of the demised premises not
so taken.
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CASUALTY
18. If and whenever during the term of this Lease the building or
buildings erected on the demised premises shall be destroyed or
damaged by fire or explosion or perils insured against by Landlord's
fire and extended coverage insurance policy, then and in every such
event:
a) Option to Terminate. If the damage or destruction
is such that in the opinion of Landlord, to be given to Tenant not
later than thirty (30) days after notice to Landlord by Tenant of the
happening of such damage or destruction, it cannot be repaired with
reasonable diligence within two hundred and seventy (270) days from the
date of such opinion, then either Landlord or Tenant may, within ten (10)
days next succeeding the giving of Landlord's opinion as aforesaid,
terminate this Lease by giving to the other notice in writing of such
termination, in which event this Lease and the term hereby demised shall
thereupon cease and be at an end and the rent and all other payments for
which Tenant is liable under the terms of this Lease shall be apportioned
and paid in full to the date of such destruction or damage.
b) Restoration. In the event that neither Landlord nor Tenant so
terminate this Lease under subparagraph (a), although having the right
to do so, or in the event there is no option to terminate, then Landlord
shall repair the said building or buildings with all reasonable speed.
c) No Liability for Delayed Construction. Notwithstanding
Landlord's opinion as to the time needed for repair, Landlord shall not be
liable to Tenant if Landlord shall not actually repair such damage within
said two hundred and seventy (270) day period if Landlord shall proceed
diligently with such repair work.
d) No Rent Abatement. In situations where the lease continues after
an insured casualty, the rent shall continue and shall not xxxxx.
e) Fire Claim Waiver. To the extent permissible under Landlord's
fire insurance policies, Landlord hereby waives all claims against
Tenant for loss or damages to the building or buildings erected on the
demised premises caused by fire or explosion or perils insured against by
Landlord's fire and extended coverage insurance policies, regardless of the
cause of such damage, including damage resulting from the negligence of
Tenant, its agents, servants or employees.
f) Uninsured Events. If a casualty or act of god destroys all or
any part of the demised premises and such event is not covered under
the policy Landlord carries, then this Lease shall continue, rental
unabated, and Tenant shall fully restore the demised premises at Tenant's
sole cost.
ASSIGNMENTS, SUBLETTING, BANKRUPTCY
19. Tenant shall not hypothecate this Lease or assign this Lease in
whole or in part or sublet the premises in whole or in part, without the prior
written consent of the Landlord, and any assignment or hypothecation or
subletting in violation of this paragraph shall entitle Landlord to terminate
this Lease and shall constitute a default giving Landlord the remedies for
default set forth
-9-
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hereinafter. Landlord may elect to waive such default. All consents
hereunder must be in writing and are limited to the specific event or
transfer then in question and Landlord's consent to any assignment or
subletting shall not be deemed a waiver of the right to require such
consent to any future assignments or subletting and any such consent
shall not relieve Tenant of his responsibilities hereunder. The
following events shall be deemed to be a default and a prohibited
assignment of Tenant's interest in this Lease.
a) The sale or transfer, in the aggregate over the term of the Lease,
of more than five percent (5%) of Tenant's outstanding stock, whether
such sale or transfer be direct or indirect, involve the actual or
beneficial ownership of such shares; or
b) The merger or consolidation or combination of Tenant with any
other corporation or entity; or
c) The dissolution of Tenant and transfer of its property to
creditors or shareholders.
In addition to the foregoing, Tenant agrees that it shall give thirty (30)
days prior written notice to Tenant of any election on Tenant's part to
file a bankruptcy petition, whether under Chapter 7 or Chapter 11 or otherwise
and upon giving of such notice, Landlord shall have the option to terminate
this Lease.
RIGHT TO MORTGAGE
20. This Lease is and shall be subject and subordinate to the Loan
Agreement and to all mortgages which may now or hereafter affect the real
property demised hereunder, and to all renewals, modifications, consolidations
replacements and extensions thereof. In confirmation of such subordination,
Tenant covenants and agree to execute and deliver upon demand such further
instrument or instruments subordinating this Lease to the lien of any such
mortgage or mortgages as shall be desired by Landlord, any mortgagees or
proposed mortgagees. Tenant hereby irrevocably appoints Landlord the
attorney-in-fact of Tenant to execute and deliver any such instrument or
instruments for and in the name of Tenant if Tenant shall fail, after ten (10)
days written notice, to execute any instrument of subordination forwarded to
Tenant. Tenant further covenants and agrees to execute upon demand such
further instrument or instruments (including cancellation and reexecution of
this Lease as a sublease) necessary to create a sublease of the demised
premises to Tenant upon the same terms and conditions as are provided herein in
the event that Landlord effects a sale and leaseback of the demised premises.
Tenant is hereby authorized to pay to Landlord's mortgagee or conditional
assignee, upon demand, all rents, additional rentals, and other sums due
hereunder, without looking to such mortgagee or assignee for any performance
hereunder, Landlord at all times remaining liable hereunder until the
reversionary interest is vested in another party.
SURRENDER
21. Tenant covenants and agrees that on the last day of the term hereby
granted or the sooner termination hereof, hereinafter referred to as the
"Surrender Date" in either case, Tenant shall:
-10-
15
a) Remove each and every of its personal property or trade fixtures
to which it shall retain title (and after restoring any portion of the
premises damaged by such removal), and
b) Peaceably and promptly deliver and surrender up possession of the
demised premises in as good a condition as delivered, reasonable wear and
tear and insured casualty damage excepted.
In addition, Tenant shall complete each and every item of repair,
maintenance, and restoration required hereunder no later than the
Surrender Date and deliver the demised premises in first class order and
condition, broom clean and free of any waste and debris, excepting only damage
by insured casualty. Any holding over by Tenant shall constitute a trespass
and Tenant shall be liable for the full measure of damages caused Landlord by
such holding over. In no event shall any holding over be deemed to give rise
to any tenancy greater than a month to month tenancy.
EVENTS OF DEFAULT
22. a) Events of Default. In addition to any other events of default
specified in this Lease any one or more of the following events shall be deemed
an event of default:
i) The demised premises shall be used by any person or entity other
than Tenant and its employees.
ii) Tenant's estate or interests, whether the whole or partially,
shall be transferred by or under any execution, process or operation of
law, assignment (as defined above), or otherwise, such transfers to include
but not necessarily be limited to any collateral security device.
iii) Failure of Tenant to maintain in good standing its corporate
charter or other permits required to conduct its business.
iv) Tenant shall file a voluntary petition in bankruptcy
in federal or state court or shall be adjudicated a bankrupt therein or
an involuntary petition in bankruptcy in federal or state court shall have
been filed against Tenant and such petition shall not have been withdrawn
or dismissed within thirty (30) days or Tenant shall enter into any
arrangement or plan for general creditors under statute or the jurisdiction
of any court or Tenant shall be declared bankrupt or insolvent according
to law or equity by the rule of any court of record and of competent
jurisdiction or any receiver, trustee or other court appointed official
shall manage or control the business and property of Tenant or any
assignment shall be made of Tenant's property for the benefit of creditors.
v) Tenant shall fail to pay any installment of rent or any
additional rent or other charge due Landlord hereunder or in connection
with the Loan Agreement when the same are required to be paid hereunder.
-11-
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vi) Tenant shall default in its obligation to make repairs to the
demised premises required under Paragraph 13 herein.
vii) Tenant shall default in the performance of any of the other
terms, covenants and conditions of the Lease or the Loan Agreement and
except as otherwise provided in this Lease, such default shall continue
for a period of fifteen (15) days after Landlord's written notice to
Tenant, unless a shorter period is specified in such notice due to
emergency conditions.
b) Default Remedies. If any of the foregoing events occurs, or if any
other event constituting Tenant's breach of a promise, guaranty or
undertaking under this Lease or the Loan Agreement, THEN Landlord shall,
without prejudice to any other remedies available to Landlord, have the option
to terminate this Lease and declare this Lease forfeited and cancelled upon
written notice to Tenant and such termination and cancellation shall be
effective and this Lease term shall end upon the postmarking of such notice.
In the event this Lease Agreement is terminated and cancelled
by Landlord pursuant to the terms of this paragraph, Landlord shall
have the right to re-enter and repossess itself of the premises, with
or without process of law, using such force as may be necessary to
remove all persons or chattels therefrom without being liable to any
prosecution or for any damages by reason of such re-entry. Tenant
hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of Tenant being evicted
or dispossessed for any cause, or in the event of Landlord obtaining
possession of the demised premises, by reason of the violation of
Tenant of any of the covenants and conditions of this Lease, or otherwise.
The word "re-enter" as used herein is not restricted to its
technical legal meaning, but is used in its broadest sense, and
re-entry by Landlord for purposes of repair inspection or securing the demised
premises in any manner shall not be deemed to be acceptance of a surrender by
Tenant or a termination of this Lease. Landlord specifically reserves unto
itself all remedies granted to it in law or equity in any situation arising
under this Lease and no specified remedy granted herein shall preclude Landlord
from any such other remedy. In the event of a breach or threatened breach by
Tenant of any of the covenants or provisions of this Lease, Landlord shall have
the right of injunction and the right to invoke any penalty allowed at law or
in equity as if re-entry, summary proceedings and other remedies were not
herein provided for.
In the event that this Lease shall be terminated as hereinbefore
provided, or by summary proceedings or otherwise, or if the demised
premises, or any part thereof, shall be abandoned by the Tenant, Landlord may,
in its own name, but as agent for the Tenant if the Lease be not terminated or,
if the Lease be terminated, in its own behalf, relet the whole or any portion
of said premises, for any period equal to or greater or less than the remainder
of the original term of this Lease for any sum which it may deem reasonable, to
any tenant which it may deem suitable and satisfactory, and for any use and
purpose which it may deem appropriate. In no event, however, shall the
Landlord be under any obligation to relet the premises for any purpose other
than the previous, authorized use under the Loan Agreement, which other uses
Landlord may regard as injurious to the demised premises, or to any tenant
which the Landlord, in the exercise of reasonable discretion, shall deem to be
objectionable. The
-12-
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Landlord shall not in any event be required to pay the Tenant any surplus of
any sums received by the Landlord on a reletting of said premises in excess of
the rent reserved in this Lease. In the event that this Lease be terminated
by summary proceeding, or otherwise, or if the premises are abandoned or become
vacant, and whether or not the premises be relet, the Landlord shall be
entitled to recover from the Tenant, and the Tenant shall pay to the Landlord,
in addition to any damages caused to Landlord by breach or default in the terms
and conditions of the surrender and repair clauses, as well as any
consequential damages in any way arising by breach of this Lease, the
following:
(i) An amount equal to all expenses, if any, including
reasonable counsel fees, incurred by the Landlord in recovering
possession of the demised premises, and all reasonable costs and
charges for the care of said premises while vacant, which damages
shall be due and payable by the Tenant to the Landlord at such time
or times as such expenses are incurred by the Landlord; and
(ii) An amount equal to the amount of all rent and additional
rent reserved under this Lease, less the net rent, if any,
collected by the Landlord on reletting the demised premises. Landlord
may, at its option, accelerate the total amount rental and
additional rentals due during the entire term of this Lease and upon
written notice of such acceleration, all such rentals and additional
rentals shall become immediately due and payable. If Landlord shall
accelerate rent, then Landlord shall semi-annually thereafter pay to
Tenant the amount of net rental actually received in the six (6) months
prior to each such payment. If rental and additional rental hereunder
shall not be accelerated, then Landlord reserves the right to collect
and such rental and additional rental, less net rental, if any, shall
be collected, on the several days on which the rent and additional
rent reserved in the Lease would have been due and payable. Such net
rent collected on reletting by the Landlord and referred to above
shall be computed by deducting from the gross rents collected all
expenses incurred by the Landlord in connection with the reletting of
the premises or any part thereof, including brokers' commissions and
the cost of repairing, renovating or remodeling said premises and all
sums which the Tenant has agreed to pay by way of taxes, sewer rent,
water rents or water meter charges, insurance premiums and other
similar items becoming due from time to time under the terms of this
Lease shall be deemed additional rent reserved in this Lease, within
the meaning of this paragraph.
Landlord's entry into the Demised Premises to effect emergency
repairs shall not be or deemed to be an acceptance of Tenant's unjustifiable
surrender of the demised premises. Tenant shall have, after posting of
Landlord's written notice, fifteen (15) days in which to cure any monetary
default of Tenant and fifteen (15) days to cure any other default of Tenant
hereunder not requiring immediate performance or not resulting in an emergency
situation in which further damage, injury or deterioration is eminent.
-13-
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NO MERGER
23. It is the intention of the parties hereto that the doctrine of
merger shall not apply and that the rights of the parties shall remain
as herein stated.
SUCCESSORS BOUND
24. This Lease Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
QUIET ENJOYMENT
25. Upon paying the rent, additional rent and other sum or sums of
money and charges as herein provided and upon performing all of the
covenants, conditions and agreements herein, on Tenant's part to be
paid, observed and performed, Tenant shall and may peaceably an
quietly have, hold and enjoy the demised premises for the term aforesaid,
subject however, to the terms of this Lease.
MISCELLANEOUS
26. a) Integrated Lease Document. This Lease contains the
entire agreement of the parties respecting the leasing of the demised
premises and shall not be modified, changed or terminated in whole or in
part orally or in any manner other than an agreement in writing and signed
by the Landlord and Tenant. Tenant acknowledges and warrants to Landlord
that Tenant has not relied and will not rely upon any representations or
statements not contained herein and concerning the subject or nature of the
demised premises or the terms, covenants and conditions contained herein
and has not relied and will not rely on the failure to make any such
representation or statement, and whether the representations or
statements or alleged representations or statements or lack thereof be made
or allegedly made by Landlord or Landlord's agents or employees or any
person, persons, or entitled acting or purportedly acting on behalf of
Landlord.
b) No Waiver. The failure of Landlord to insist in any one or more
instances upon the strict performance of any of the terms, covenants,
conditions and agreements of this Lease, or to exercise any option herein
conferred, shall not be considered as waiving or relinquishing for the
future any such terms, covenants or conditions, agreements or options, but
the same shall continue and shall remain in full force and effect. Neither
acceptance of the keys nor repairs made by Landlord nor any other act or
thing done by Landlord or any agent or employee during the term hereof
shall be deemed an acceptance of a surrender of premises excepting only a
written election signed by Landlord. The receipt of any rent or any part
thereof, whether the rent be that specifically reserved or that which may
become payable under any of the covenants herein contained, or whether the
same be received from Tenant or from anyone claiming under or through it or
otherwise, shall not be deemed to separate as a waiver of the rights of
Landlord to enforce the payment of rent or charges of any kind previously
due or which may thereafter become due, or the right to terminate this
Lease and to recover possession of the demised premises by summary
proceedings or otherwise, as Landlord may deem proper, or to exercise any
of the rights or remedies
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reserved to Landlord hereunder or which Landlord may have at law, in equity or
otherwise.
c) Severability. Should any covenant, term, or provision of this Lease
be declared illegal, invalid, or unenforceable by any court or political body
or entity having competent jurisdiction, such declaration, whether in the form
of a statute, decree, judgment, ruling, or order shall not affect the validity
of this Lease as a whole nor any part hereof not specifically declared to be
illegal, invalid, or unenforceable. Should the particular application of any
covenant, term or provision of this Lease be declared illegal, invalid, or
unenforceable by any court or political body or entity having competent
jurisdiction, such declaration, whether in the form of a statute, decree,
judgment, ruling, or order, concerning such illegal, invalid or unenforceable
application shall not affect the validity of this Lease as a whole nor that
covenant, term, or provision in any other of its possible valid applications.
Upon determination of any illegality, invalidity or unenforceability, the
parties shall meet to arrive at a legal, valid and enforceable alternative
provision which most closely embodies the tenor and spirit of the former.
d) Notices. Any notice, election, xxxx, statement or communication which
Landlord may desire or be required to give to Tenant, or vice versa, shall be
deemed sufficiently given or rendered if in writing, delivered to the other by
registered or certified mail addressed as first written or at the last known
business address of the other and the time of the retention of such xxxx,
notice election, statement notice or communication shall be deemed to be the
time when the same is posted by U.S. Mail, as aforesaid.
e) Headings and Marginal Notes. The headings and marginal notes are
inserted only as a matter of convenience and for reference and in no way
define, limit or describe the scope or intent of this Lease nor in any way
affect this Lease. Words of any gender in this Lease shall be held to include
any other gender and words in the singular number shall be held to include the
plural when the sense requires.
f) "For Sale" and "To Let" Signs. Landlord may, during the term of this
Lease, at reasonable times and during usual business hours, enter the premises
to view them, and except in case of renewal or extension, may, at any time
within two (2) months next preceding the expiration of the specified term, show
the premises to others for the purpose of rental or sale, and may affix to any
suitable parts of the premises a notice for lease or sale thereof.
IN WITNESS WHEREOF, the parties hereto have executed this agreement by a
duly authorized officer or officers on the day and year stated in the
commencement.
LANDLORD:
M.O.L. INVESTMENTS
(a Michigan partnership)
By: XXXXX X. XXXXX
----------------------------------
Authorized Partner
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TENANT:
MOLMEC, INC.
(a Michigan corporation)
By: XXXXXX X. XXXXXX
----------------------------------
Its President
Attest: XXXXXXX X. XXXXXX
-----------------------------
Its Secretary
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EXHIBIT "A"
TO
LEASE BETWEEN M.O.L. INVESTMENTS AND
MOLMEC, INC.
LEGAL DESCRIPTION OF DEMISED PREMISES-REAL ESTATE
Land in the Township of Avon, Oakland County, Michigan described as: Xxxx 00 xxx
00, Xxxxxxxxxx Xxxxxxxxxx Xxxx Subdivision, as recorded in liber 167, pages 28,
29 and 30 of plats, Oakland County Records, and subject to taxes which may be a
lien but are not delinquent, matters which an accurate personal inspection and
architectural survey of the demised premises would disclose, easements and
restrictions of record, including but not limited to:
1. Terms and conditions and Restrictions of a Declaration and Grant of
Easements as more fully set forth under document recorded in liber 7575, page
549, Oakland County Records.
2. Terms, conditions and restrictions of a Storm Sewer Maintenance
Agreement as more fully set forth under document recorded in liber 7575, page
562, Oakland County Records.
3. Ten (10) foot easement for public utilities over the north ten feet of
Lot 23 and over the rear and the front lot lines and an easement for sanitary
sewer over the west portion of both lots, as shown on the recorded plat.
4. Building and use restrictions contained in instrument recorded in liber
7575, page 539, Oakland County Records.
22
EXHIBIT B
AMENDMENT TO LEASE AGREEMENT
This Amendment is made as of August 13, 1994 between M.O.L. INVESTMENTS,
a Michigan partnership ("Landlord") and MOLMEC, INC., a Michigan corporation
("Tenant").
WITNESSETH:
The parties hereto entered into a Lease Agreement, dated August 14, 1984
(the "Lease"), for certain improved property located in Avon Township, Oakland
County, Michigan, as defined in the Lease (the "demised premises"); and
The parties desire to extend the term and amend certain aspects of the
Lease;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. TERM. The term of the Lease, as provided in Section 5 of the Lease,
is hereby extended for a period of three (3) years so as to expire on August 13,
1997. Effective August 14, 1994, Sub-sections 5(a), (b), (c) & (d) are
deleted in their entirety.
2. RENEWAL OF TERM. The term of the Lease shall be automatically renewed
for one (1) year periods, commencing on August 14, 1997, unless either party
serves written notice of termination upon the other, at least one (1) year prior
to the beginning of the then extended term. If neither party serves such
notice, the lease term shall be extended for a one (1) year period. The rent
during the extended term(s) shall be that set forth in Section 3 of this First
Amendment to Lease Agreement.
3. RENTAL AND BASE RENTAL. The first paragraph of Section 6 of the Lease
is hereby deleted in full and replaced with the following paragraph:
The rent to be paid by Tenant to Landlord hereunder shall be Thirteen
Thousand Five Hundred Dollars ($13,500.00) per month. Tenant's rent
payments shall be made to such persons and at such locations as the
Landlord may direct, in writing, from time to time.
4. OPTION TO PURCHASE.
4.1 Landlord grants to Tenant an option to purchase the demised premises,
which shall not be severable from the remaining terms and conditions of the
Lease and shall not survive the expiration or earlier termination of the
Lease. The option to purchase shall be exercisable by written notice from
Tenant to Landlord given at any time during the lease term or any extended
term(s) so long as the Tenant is not in default. The purchase price shall be
one Mil-
23
lion Five Hundred Thousand ($1,500,000) Dollars, payable by wire transfer or
immediately available funds at the closing.
4.2 At closing, Landlord shall convey to Tenant good and marketable
record title to the demised premises by Warranty Deed, subject only to such
easements and restrictions as were of record on the date of Tenant's notice,
special assessments, if any, and applicable laws, ordinances and zoning
regulations. As evidence that its title is as aforesaid, Landlord shall, at its
own expense, provide to Tenant a commitment, issued by a title insurer licensed
to do business in the State of Michigan, for a standard form owner's policy
of title insurance in the full purchase price amount, to be issued with
standard exceptions.
4.3 The closing shall take place within five (5) days after all the
necessary papers have been prepared, and all conditions precedent hereunder met,
but no later than sixty (60) days after the delivery of the notice by Tenant
that it has elected to exercise its option to purchase the demised premises.
The closing shall occur at such time and place as the parties hereto shall
mutually agree.
4.3.1 At closing, Landlord shall deliver the following documents to
Tenant: (a) Warranty Deed for the demised premises subject to the
items set forth in section 4.2; (b) Xxxx of Sale for personal property
sold; (c) Title Insurance Commitment, as provided above; (d)
Certified Resolution of Authority to sell the demised premises; and
(e) Closing Statement reflecting the transaction.
4.3.2 At closing, Tenant shall deliver the funds in the amount of the
purchase price and deliver the following documents to Landlord: (a)
Certified Resolution of Authority to purchase the demised premises;
and (b) Closing Statement reflecting the transaction.
4.3.3 Tenant shall pay all recording fees and all of its other closing
costs. Landlord shall pay the Michigan real estate transfer tax
applicable to the transaction.
4.3.4 Each party shall execute and deliver such other documents as
may be reasonably necessary or convenient to fully consummate the
transfer of all of Landlord's right, title and interest in and to the
demised premises to Tenant.
4.4 Tenant shall have possession of the demised premises at closing,
subject to the rights of existing tenants, if any.
4.5 All rent, taxes and insurance shall be prorated as of the closing.
Tenant shall, without adjustment to the purchase price, assume all special
assessments, if any, which apply to the demised premises.
2
24
4.6 The Landlord shall, out of the proceeds of the foregoing sum, if
required by the Tenant, discharge at the closing any of the Landlord's
mortgages, liens or encumbrances upon the demised premises.
5. TAXES, FIRE INSURANCE, UTILITIES. The last sentence in Subsection 8(b) of
the Lease is hereby deleted and replaced with the following sentence:
Alternatively, Landlord may require direct payments by Tenant to the taxing
authority.
6. NET LEASE. This Lease is an absolute net lease and Tenant hereby assumes
and agrees to pay and perform all payments, expenses, duties and obligations
with respect to the demised premises and the improvements thereon and the use,
maintenance and operation thereof, whether such duties and obligations would
otherwise be construed to be those of Landlord or Tenant, so that no matter from
what source arising, if anything shall be required to be done in, upon or about
the demised premises or the improvements thereon the same shall be done and
fulfilled at the sole expense and responsibility of the Tenant without any
expense, liability or obligation whatsoever to or on Landlord.
7. ENVIRONMENTAL WARRANTIES AND AGREEMENTS.
7.1 Tenant warrants and represents to, and agrees with, Landlord as
follows:
7.2 The demised premises, and Tenant's operations and activities
thereon, are and shall continue to be in compliance with all environmental laws;
and the demised premises are not and shall not become (i) contaminated by, or
the site of the disposal or release of, any hazardous substance, (ii) the
source of any contamination, by any hazardous substance, of any adjacent
property or of any groundwater or surface water, or (iii) the source of any air
emissions in excess of any legal limit now or hereafter in effect; and, except
as expressly disclosed by Tenant to Landlord in writing, no asbestos or
polychlorinated biphenyls are present or contained in or on the demised
premises.
7.3 Tenant shall take all actions necessary to investigate, clean up,
and eliminate the source of, any past, present or future contamination of the
demised premises by any hazardous substance and to prevent any additional
contamination of the demised premises. The taking of action by Tenant under this
subparagraph shall not limit any other right or remedy available to Landlord
by reason of any such contamination.
7.4 For purposes of this Lease, (i) "environmental law" means any present
or future federal, state or local law, ordinance, rule or regulation that
regulates or is intended to protect the environment or that establishes
liability for the removal or cleanup of, or
3
25
damage caused by, any environmental contamination; (ii) "hazardous substance"
means any product that is now or hereafter regulated by any environmental law
and any other hazardous substance, pollutant, contaminant or waste, including,
without limitation, asbestos and polychlorinated biphenyls; and (iii) the
demised premises shall be considered to be "contaminated" by a hazardous
substance if a hazardous substance is present on or in the demised premises in
any amount or level.
Except as amended herein, the Lease is hereby ratified and confirmed.
WITNESSETH: LANDLORD
M.O.L. INVESTMENTS
[SIG] By: Xxxxx X. Xxxxx
------------------ --------------------------
Xxxxx X. Xxxxx, Partner
Date: August 30, 1994
TENANT
MOLMEC, INC.
Xxxxxx McGurisk By: Xxxxxx X. Xxxxx
------------------- ----------------------------
Xxxxxx X. Xxxxx, President
Date: August 30, 1994
4
26
EXHIBIT C
SECOND AMENDMENT TO LEASE
AGREEMENT DATED AUGUST 14, 1984
AS AMENDED ON AUGUST 13, 1994
This Amendment is made as of June 1, 1996 between M.O.L. INVESTMENTS, a
Michigan partnership ("Landlord"), and MOLMEC, INC., a Michigan corporation
("Tenant").
WITNESSETH:
The parties hereto entered into a Lease Agreement, dated August 14, 1984
(the "Lease"), for certain improved property located in Avon Township, Oakland
County, Michigan, as defined in the Lease; and
The parties hereto entered into an Amendment to Lease Agreement, dated
August 13, 1994 (the "Amendment") amending certain aspects of the Lease and
extending the Lease; and
The parties desire to extend the term of the Lease;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. Term. The Term of the Lease, as provided in Section 5 of the Lease and
in Section 1 of the Amendment is hereby extended for a period of two (2) years
from the expiration date set forth in the Amendment, so as to expire on August
13, 1999.
2. Renewal of Term. The term of the Lease shall be automatically renewed
for one (1) year periods, commencing on August 14, 1999, unless either party
serves written notice of termination upon the other, at least one (1) year prior
to the beginning of the then extended term
27
If neither party serves such notice, the lease term shall be extended for a one
(1) year period. The rent during the extended term(s) shall be that set forth
in Section 3 of the Amendment.
Except as amended herein, the Lease and Amendment are hereby ratified and
confirmed.
LANDLORD:
M.O.L. INVESTMENTS
By: Xxxxxxx X. Xxxxxx
--------------------------
Partner
Date: June 1, 1996
------------------------
TENANT:
MOLMEC, INC.
By: Xxxxxx X. Xxxxx
--------------------------
Xxxxxx X. Xxxxx, President
Date: June 1, 1996
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