Exhibit 10.22
AMENDMENT NO. 5
TO
LEASE AGREEMENT
This Amendment No,. 5 is made and entered into this 30th day
of May, 1996 by and between St. Paul Properties, Inc., (a Delaware corporation),
(as "Landlord") and ATS Medical, Inc., (a Minnesota corporation), (as "Tenant").
W I T N E S S E T H:
WHEREAS, Crow-Plymouth Land Limited Partnership and Tenant are
the parties to that certain lease agreement dated December 22, 1987 (the
"Lease") with regard to the leasing of approximately 18,305 square feet (the
"Original Leased Premises") in the building owned by Landlord and located at
3905 Annapolis Lane, Plymouth, Minnesota as more particularly described on
Exhibit A to the Lease; and
WHEREAS, Plymouth Business Center I Partnership is the
successor to Crow-Plymouth Land Limited Partnership's interest in the Lease and
St. Paul Properties, Inc. is the successor of Plymouth Business Center I
Partnership is hereinafter referred to as "Landlord"; and
WHEREAS, Landlord and Tenant entered into a certain Amendment
No. 1 to Lease Agreement on January 5, 1989 to provide for the leasing to Tenant
of an additional 21,205 square feet in the Building (the "Surrender Space"); and
WHEREAS, Landlord and Tenant entered into a certain Amendment
No. 2 to Lease Agreement on January 12, 1989 in order to evidence their
agreement in regard to the use of the Original Leased Premises for manufacturing
purposes; and
WHEREAS, Landlord and Tenant entered into a certain Amendment
No. 3 to Lease Agreement in order to allow Tenant to vacate and surrender to
Landlord the Surrender Space and to evidence their agreement to extend the term
of the Lease as to the Original Leased Premises, as amended, for a period of
three (3) additional months; and
WHEREAS, Landlord and Tenant have entered into a certain
Amendment No. 4 to Lease Agreement in order to evidence their agreement to
extend the term of the Lease as to the Original Leased Premises, as amended, for
a period of thirty (30) additional months.
WHEREAS, Landlord and Tenant have agreed to enter into this
Amendment No. 5 to Lease Agreement in order to evidence their agreement to
expand the Demised Premises by Tenant leasing 2,230 square feet adjacent to the
Demised Premises ("Expansion Space") commencing June 1, 1996 and expiring
December 31, 1997. The total Leased Premises is 20,535 square feet.
NOW, THEREFORE, in consideration of the foregoing, and the
following covenants and agreements and for other good and valuable
consideration, the receipt and adequacy whereof is hereby acknowledged by the
parties, Landlord and Tenant hereby agree as follows:
1. Interpretation of Amendment. The Lease is hereby modified
and supplemented. Wherever there exists a conflict between this Amendment No. 5
to Lease Agreement and the Lease, as amended, the provisions of this Amendment
No. 5 shall control. Unless otherwise indicated, capitalized terms shall be
defined in the manner set forth in the Lease, as amended.
2. Base Rent. Notwithstanding anything to the contrary in the
Lease, as amended, Base Rent for the Expansion Space during the term as herein
indicated, shall be equal to $1,436.00 per month, payable in accordance with the
terms of the Lease, during the period commencing June 1, 1996 and continuing
through December 31, 1997.
3. Articles 28, 29, 30 and 32 of the Rider to the original
Lease dated December 22, 1987 and Article 5, 8 and 9 of Amendment #1 and
Articles 2 and 6 of Amendment #3 and Article 5 of Amendment #4 shall be deleted
entirely and of no future force and effect.
4. Reference to an Effect on the Lease.
a) Upon the effectiveness on this Amendment, each
reference in the Lease to "this Lease", "hereunder",
"hereof", "herein" or word of like import referring
to the Lease shall mean and be a reference to the
Lease as amended hereby.
b) Except as specifically set forth above, the Lease
remains of full force and effect and is hereby
ratified and confirmed.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Minnesota.
6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. 5 to Lease Agreement as of the year and date first above written.
LANDLORD:
St. Paul Properties, Inc.
(a Delaware corporation)
By: /S/ R. William Inserra
R. William Inserra
Its: Vice President
TENANT:
ATS Medical, Inc.
(a Minnesota corporation)
By: /S/ John H. Jungbauer
Its: Vice President
EXHIBIT "A"
[Site Plan showing Current Premises and Expansion Space under Lease Agreement]