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EXHIBIT 10.5
FIFTH AMENDMENT TO LEASE
This FIFTH AMENDMENT TO LEASE made and entered into this 7th day of
August, 1995, by and between 26600 DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP,
a Michigan limited partnership, whose address is c/o Kojaian Management
Corporation, 26600 Telegraph Road, Suite 450, Southfield, Michigan
48034-5300 (hereinafter referred to as "Landlord") and MEADOWBROOK, INC. a
Michigan corporation, whose address is 26600 Telegraph Road, Suite 300,
Southfield Michigan 48034 (hereinafter referred to as "Tenant"):
W I T N E S S E T H :
WHEREAS, Landlord as Landlord, and Tenant as Tenant, entered into that
certain lease dated July 25, 1990 covering premises at the Brookview Building,
26600 Telegraph Road, Southfield Michigan (hereinafter referred to as the
"Original Premises"); and,
WHEREAS, the lease was amended by the First Amendment to Lease dated May
26, 1993, Second Amendment to Lease dated October 27, 1993, Third Amendment to
Lease dated April 4, 1994 and Fourth Amendment to Lease dated March 21, 1995
(hereinafter collectively referred to as the "Lease"): and
WHEREAS, Tenant desires to lease an additional premises on the fourth
(4th) floor consisting of four thousand five hundred fifty-four (4,554)
rentable square feet, hereinafter referred to as and designated the "Additional
Premises E" on Exhibit "B" hereto and Landlord is willing to lease the
Additional Premises E to Tenant upon the terms and conditions herein set forth;
and
WHEREAS, the parties wish to further amend the Lease as more particularly
set forth herein,
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree that the
Lease is hereby amended as follows:
1.
(a) Tenant acknowledges that Landlord has earlier constructed the
Additional Premises E and that Tenant is familiar with the physical condition
of the Additional Premises E and hereby agrees to accept the Additional
Premises E in its existing "as-is" condition, except as provided herein,
without representation or warranty of any kind by Landlord as to the present or
future condition of the Additional Premises E. Tenant's taking of possession of
the Additional Premises E shall be deemed conclusive evidence of Tenant's
acceptance of the Additional Premises E in good order and satisfactory
condition. Landlord shall repaint the Additional Premises E as reasonably
needed at Landlord's sole cost and expense. Landlord shall have no further
obligation to improve or to repair the Additional Premises E except as
expressly set forth in the Lease.
(b) Landlord shall deliver the Additional Premises E to Tenant for
Tenant's occupancy on or before August 11, 1995.
(c) Effective August 11, 1995, the Additional Premises E shall be
deemed a part of the Demised Premises for all purposes of the Lease.
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2.
Effective upon August 11, 1995 and the respective Effective Dates as
provided in the Fourth Amendment to Lease, the Lease shall be amended as
follows:
(a) Section 1(d) of the Lease captioned "Demised Premises", shall be
amended as follows:
"(d) Demised Premises: The entire third floor of the building
(25,064 square feet) and a portion of
the second floor of the building
(9,261 square feet) and a portion of
the fourth floor of the Building
(6,754) as of the date hereof.
The entire third floor of the building
(25,064 square feet) and a portion of
the second floor of the building
(16,570 square feet) as of the
Effective Date I.
The entire third floor of the building
(25,064 square feet), a portion of the
second floor of the building (16,570
square feet) and a portion of the
fourth floor of the Building (4,554
square feet) as of August 11, 1995.
The entire third floor of the building
(25,064 square feet), a portion of the
second floor of the building (19,568
square feet) and a portion of the
fourth floor of the Building (4,554
square feet) as of the Effective Date
II.
The entire third floor of the building
(25,064 square feet), a portion of the
second floor of the building (19,568
square feet) and a portion of the
fourth floor of the Building (4,554
square feet) as of the Effective Date
III.
(b) Rider to Section 1(g) of the Lease shall be amended to read as follows:
"Demised Premises (excluding the Additional Premises C and D)
Term Monthly Rental
---- --------------
From the date hereof through
the date prior to the
Effective Date I $58,742.97
Effective Date I through
September 30, 1995 $59,536.62
(subject to the credit provided in Section 1(d) hereof)
October 1, 1995 through
September 30, 1996 $61,167.29
(subject to the credit provided in Section 1(d) hereof)
October 1, 1996 through
September 30, 1997 $62,797.95
October 1, 1997 through
September 30, 1998 $64,428.62
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October 1, 1998 through
September 30, 1999 $66,059.28
October 1, 1999 through
September 30, 2000 $67,724.64
October 1, 2000 through
September 30, 2001 $68,210.37
October 1, 2001 through
September 30, 2002 $68,730.80
October 1, 2002 through
September 30, 2003 $70,361.46
October 1, 2003 through
September 30, 2004 $71,992.13
Additional Premises C
---------------------
Term Monthly Rental
---- --------------
Effective Date II through
September 30, 1996 $4,404.56
(subject to the credit provided in Section l(d) hereof)
October 1, 1996 through
September 30, 1997 $4,521.98
October 1, 1997 through
September 30, 1998 $4,639.41
October 1, 1998 through
September 30, 1999 $4,756.83
October 1, 1999 through
September 30, 2000 $4,876.75
October 1, 2000 through
September 30, 2001 $4,911.72
October 1, 2001 through
September 30, 2002 $4,949.20
October 1, 2002 through
September 30, 2003 $5,066.62
October 1, 2003 through
September 30, 2004 $5,184.04
Additional Premises D
---------------------
Term Monthly Rental
---- --------------
Effective Date III through
September 30, 1997 $6,185.68
(subject to the credit provided in Section l(d) hereof)
October 1, 1997 through
September 30, 1998 $6,346.30
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October 1, 1998 through
September 30, 1999 $6,506.92
October 1, 1999 through
September 30, 2000 $6,670.96
October 1, 2000 through
September 30, 2001 $6,718.81
October 1, 2001 through
September 30, 2002 $6,770.07
October 1, 2002 through
September 30, 2003 $6,930.69
October 1, 2003 through
September 30, 2004 $7,091.31
Additional Premises E
---------------------
August 11, 1995 through
September 30, 1995 $6,512.22
October 1, 1995 through
September 30, 1996 $6,690.59
October 1, 1996 through
September 30, 1997 $6,868.95
October 1, 1997 through
September 30, 1998 $7,047.32
October 1, 1998 through
September 30, 1999 $7,225.68
October 1, 1999 through
September 30, 2000 $7,407.84
October 1, 2000 through
September 30, 2001 $7,460.97
October 1, 2001 through
September 30, 2002 $7,517.90
October 1, 2002 through
September 30, 2003 $7,696.26
October 1, 2003 through
September 30, 2004 $7,874.63"
(c) Section 1(i) of the Lease shall be amended to read as follows:
"(i) Tenant's share: 39.83% as of the date hereof.
40.37% as of the Effective Date I.
44.79% as of August 11, 1995.
43.28% as of the Effective Date II.
47.26% as of the Effective Date III."
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(d) Section 41(a) of the Rider to Lease shall be amended to read as
follows:
"(a) Provided Tenant shall not be in default at the time of the
execution of such right, Tenant shall have the right to lease an
expansion area on the fourth floor of the Building of approximately
five thousand (5,000) square feet on or about the sixty-sixth (66th)
month of the term after the Effective Date I. Landlord shall
designate such expansion area; provided, that such five thousand
(5,000) square foot area shall constitute a single,
self-contained suite. Tenant shall exercise such right to lease such
expansion area, if at all, at lease nine (9) months prior to the date
such premises is to be made available to Tenant."
3.
Effective upon August 11, 1995, Exhibit "B" to the Lease is hereby deleted
in its entirety and Exhibit "B" attached hereto is hereby substituted.
4.
EXCEPT, as specifically provided to the contrary herein, all of the rest
and remaining terms and conditions of the Lease shall remain in full force and
effect. All defined terms used herein shall have the same meaning as used in
the Lease unless a different meaning is clearly indicated.
The Lease as herein amended is hereby ratified and confirmed by the parties
and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above written.
26600 DEVELOPMENT ASSOCIATES LIMITED
PARTNERSHIP,
a Michigan limited partnership
By: 26600 Investment Corporation,
a Michigan corporation
Its: General Partner
By: C. Michael Kojaian
--------------------------
C. MICHAEL KOJAIAN
EXECUTIVE VICE PRESIDENT
"LANDLORD"
MEADOWBROOK INC.,
a Michigan corporation
By: WARREN D. GARDNER
-------------------------
WARREN D. GARDNER
Its: PRESIDENT
"TENANT"
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"EXHIBIT B"
[FLOOR PLAN]
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EXHIBIT "B" (cont.)
[FLOOR PLAN]
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EXHIBIT "B" (cont.)
[FLOOR PLAN]
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EXHIBIT 10.5
[KOJAIAN LETTERHEAD]
HAND-DELIVERED
June 25, 1996
Ms. Donna J. Economo
Director, Human Resources
MEADOWBROOK INSURANCE GROUP
26600 Telegraph Road, Suite 300
Southfield, Michigan 48037-2054
RE: BROOKVIEW BUILDING
SOUTHFIELD, MICHIGAN
Dear Ms. Economo:
Enclosed herewith please find one (1) original of both the Estoppel Certificate
and the fully executed Sixth Amendment to Lease by and between 26600
Development Associates Limited Partnership, as Landlord, and Meadowbrook, Inc.,
as Tenant. Please retain this document for your files and records.
If you have any questions about the document, please do not hesitate to call me.
Very truly yours,
KOJAIAN MANAGEMENT CORPORATION
D. Renee Markowski
D. Renee Markowski
Lease Administrator
enclosure
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SIXTH AMENDMENT TO LEASE
This SIXTH AMENDMENT TO LEASE made and entered into this 13th
day of May, 1996, by and between 26600 DEVELOPMENT ASSOCIATES LIMITED
PARTNERSHIP, a Michigan limited partnership, whose address is c/o Kojaian
Management Corporation, 26600 Telegraph Road, Suite 450, Southfield, Michigan
48034-5300 (hereinafter referred to as "Landlord") and MEADOWBROOK, INC., a
Michigan corporation, whose address 26600 Telegraph Road, Suite 300,
Southfield, Michigan 48034 (hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord as Landlord, and Tenant as Tenant, entered into that
certain lease dated July 25, 1990 covering premises at the Brookview Building,
26600 Telegraph Road, Southfield, Michigan (hereinafter referred to as the
"Original Premises"); and
WHEREAS, the lease was amended by the First Amendment to Lease dated May
26, 1993, Second Amendment to Lease dated October 27, 1993, Third Amendment to
Lease dated April 4, 1994, Fourth Amendment to Lease dated March 21, 1995 and
Fifth Amendment to Lease dated August 7, 1995 (hereinafter collectively referred
to as the "Lease"); and
WHEREAS, Tenant desires to lease an additional premises on the first (1st)
floor consisting of seven thousand two hundred thirty-four (7,234) rentable
square feet, hereinafter referred to as and designated the "Additional Premises
F" on Exhibit "B" hereto and Landlord is willing to lease the Additional
Premises F to Tenant upon the terms and conditions herein set forth; and
WHEREAS, the parties wish to further amend the Lease as more particularly
set forth herein,
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree that the
Lease is hereby amended as follows:
1.
(a) Tenant will furnish to Landlord all information regarding its
partition, electrical and telephone requirements and all other pertinent
information, by not later than sixty (60) days prior to the anticipated
Effective Date, as hereinafter defined. Based upon the information supplied by
Tenant to Landlord, Landlord, at its sole cost and expense, shall prepare plans
and specifications for the renovations to the Additional Premises F, and
Landlord shall submit such plans and specifications to Tenant for Tenant's
approval, which approval shall not be unreasonably withheld. Tenant shall
approve said plans and specifications or supply Landlord with its comments in
writing thereto within five (5) days of receipt of same, and if Tenant shall
fail to supply such approval or comments in writing within such five (5) day
period, such plans and specifications shall be deemed approved. If Tenant
requests any changes to such plans and specifications, Landlord and Tenant shall
cooperate to resolve all such matters.
(b) Landlord shall complete the Additional Premises F in accordance with
the approved plans and specifications and deliver the same to Tenant for
Tenant's occupancy on or about October 1, 1996. The date Landlord so delivers
the Additional Premises F to Tenant is hereinafter referred to as the "Effective
Date".
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(c) The cost of all improvements to the Additional Premises F shall be
paid by Tenant as follows: (i) One-half of such amount upon the approval of such
costs by Tenant, and (ii) the balance of such amount prior to occupancy of the
Additional Premises F by Tenant.
(d) In consideration of Tenant paying for all the improvement costs, as
provided in (c) above, Landlord shall provide Tenant with a $36,170.00 ($5.00
per rentable square foot) rent credit. Such credit shall be applied against the
Basic Rental for the Additional Premises F until exhausted. For example, Tenant
shall not be required to pay any Basic Rental with respect to the Additional
Premises F for the first three (3) months following the Effective Date and the
Basic Rental for the fourth (4th) month shall be $7,475.12.
2.
Effective upon the Effective Date, the Lease shall be amended as
follows:
(a) Section 1(d) of the Lease captioned "Demised Premises", shall
be amended as follows:
"(d) Demised Premises The entire third floor of the building
(25,064 square feet), a portion of
the second floor of the building
(19,568 square feet) and a portion
of the fourth floor of the building
(4,554 square feet) as of the date
hereof.
The entire third floor of the
building (25,064 square feet), a
portion of the second floor of the
building (19,568 square feet), a
portion of the fourth floor of the
building (4,554 square feet) and a
portion of the first floor of the
building (7,234 square feet) as of
the Effective Date.
The entire third floor of the
building (25,064 square feet), a
portion of the second floor of the
building (23,669 square feet), a
portion of the fourth floor of the
building (4,554 square feet) and a
portion of the first floor of the
building (7,234 square feet) as of
the Effective Date III, as defined
in the Fourth Amendment to Lease."
(b) Rider to Section I (g) of the Lease captioned "Basic Rental"
shall be amended to read as follows:
(g) "Demised Premises (excluding the Additional Premises D and F)
Term Monthly Rental
May 1, 1996 through $72,262.44
September 30, 1996
October 1, 1996 through $74,188.88
September 30, 1997
October 1, 1997 through $76,115.35
September 30, 1998
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October 1, 1998 through $78,041.79
September 30, 1999
October 1, 1999 through $80,009.23
September 30, 2000
October 1, 2000 through $80,583.06
September 30, 2001
October 1, 2001 through $81,197.90
September 30, 2002
October 1, 2002 through $83,124.34
September 30, 2003
October 1, 2003 through $85,050.80
September 30, 2004
Additional Premises D
Term Monthly Rental
Effective Date III through $6,185.68
September 30, 1997
(subject to the credit provided in Section l(d)
of the Fourth Amendment to Lease)
October 1, 1997 through $6,346.30
September 30, 1998
October 1, 1998 through $6,506.92
September 30, 1999
October 1, 1999 through $6,670.96
September 30, 2000
October 1, 2000 through $6,718.81
September 30, 2001
October 1, 2001 through $6,770.07
September 30, 2002
October 1, 2002 through $6,930.69
September 30, 2003
October 1, 2003 through $7,091.31
September 30, 2004
Additional Premises F
Term Monthly Rental
Effective Date through $10,911.28
September 30, 1997
(subject to the credit provided in Section I (d)
hereof)
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October 1, 1997 through $11,194.62
September 30, 1998
October 1, 1998 through $11,477.95
September 30, 1999
October 1, 1999 through $11,767.31
September 30, 2000
October 1, 2000 through $11,851.70
September 30, 2001
October 1, 2001 through $11,942.13
September 30, 2002
October 1, 2002 through $12,225.46
September 30, 2003
October 1, 2003 through $12,508.79"
September 30, 2004
(c) Section I (1) of the Lease captioned "Tenant's Share"
shall be amended to read as follows:
"(i) Tenant's share: 50.66% as of the date hereof.
62.33% as of the Effective Date III.
58.15% as of the Effective Date"
(d) Section 2(e) of the Fourth Amendment to Lease shall be
amended to read as follows:
"Notwithstanding anything herein contained to the contrary, if this
Lease shall be terminated and/or Landlord shall re-enter the Demised
Premises as a result of Tenant's default, then upon such termination
or re-entry, and in addition to Section (xiii) Tenant shall pay to
Landlord the amount of Three Hundred Seventy Six Thousand Six Hundred
Seventeen no/00dollars ($376,617) multiplied by a fraction, the
numerator of which is the number of months remaining in the term upon
such termination and/or re-entry and the denominator of which is the
number of months from the respective Effective Dates through the
Expiration Date. Such amount shall be discounted to present value
over the remaining term of this Lease at the discount rate of the
Federal Reserve Bank of Chicago at such time, plus one percent (1%).
(e) Rider to Section 2.1 of the Lease shall be amended as follows:
"Tenant shall have the right to utilize the following reserved parking
spaces in the executive covered parking area without additional cost
of rent during the term of this Lease, as the same may be extended:
Twenty-two (22) spaces as of the date hereof; four (4) additional
spaces [for a total of twenty-six (26)] as of the Effective Date and
four (4) additional spaces [for a total of thirty (30)] as of the
Effective Date III. Landlord shall place signs designating such spaces
[for the exclusive use of Tenant] Landlord shall use reasonable
efforts to police Tenant's right to utilize such reserved spaces, but
Landlord shall have no liability or responsibility to Tenant if such
spaces are not available through acts or omissions of others.
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If Tenant shall expand the Demised Premises pursuant to Sections (h)
and/or (i) hereof, Tenant shall be entitled to additional reserved
spaces on a pro-rata basis to the extent the same are available.
Landlord shall provide an area in reasonable proximity to the Building
for general designated visitor parking for the Building (including
Tenant's visitors)."
3.
Effective upon the Effective Date, Exhibit "B" to the Lease is hereby
deleted in its entirety and Exhibit"B" attached hereto is hereby substituted.
4.
EXCEPT, as specifically provided to the contrary herein, all of the rest
and remaining terms and conditions of the Lease shall remain in full force and
effect. All defined terms used herein shall have the same meaning as used in
the Lease unless a different meaning is clearly indicated.
The Lease as herein amended is hereby ratified and confirmed by the parties
and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above written.
26600 DEVELOPMENT ASSOCIATES
LIMITED PARTNERSHIP,
a Michigan limited partnership
By: 26600 Investment Corporation
a Michigan corporation
Its: General Partner
By: Mike Kojaian
------------------------
Mike Kojaian
President
"LANDLORD"
MEADOWBROOK, INC,
a Michigan corporation
By: [sig]
---------------------
Its: Chairman
---------------------
"TENANT"
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"EXHIBIT B"
[FLOOR PLAN]
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"EXHIBIT B"
[FLOOR PLAN]
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"EXHIBIT B" (cont.)
[FLOOR PLAN]
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"EXHIBIT B" (cont.)
[FLOOR PLAN]
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