EXHIBIT 10.31
SECOND AMENDMENT TO LEASE
AGREEMENT, made this 26th day of January, 2006, by and between BROOKLYN
HEIGHTS BUSINESS PARK LIMITED, an Ohio limited liability company, ("Landlord")
and ASSET ACCEPTANCE LLC, a Delaware limited liability company, successor by
merger to Asset Acceptance Corp ("Tenant").
W I T N E S S E T H:
WHEREAS, by Lease dated November 17, 2000 and First Amendment to Lease
dated June 22, 2001, Landlord leased to Tenant certain space contained in the
building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in the City of Brooklyn Heights, County
of Cuyahoga and State of Ohio (the "Leased Premises").
WHEREAS, Landlord and Tenant have agreed to expand the Tenant's Premises
and extend the Term of the Lease as hereinafter provided;
NOW THEREFORE, the parties hereby mutually covenant and agree as follows:
1. Premises. Upon earlier of (i) Efficient Channel Coding, Inc.
vacating the property; or (ii) November 1, 2006, approximately 7,803 square feet
of space (the "Expansion Space") will be added to the Premises and made a part
thereof for a total of 30,443 square feet as shown on Exhibit "A" attached
hereto.
2. Term. The Term of the Lease will be extended through October 31,
2011.
3. Base Rent.
3.1 Base Rent for Existing Space. Base Rent for Tenant's existing
22,640 square feet (the "Existing Space") shall remain at the current rate of
$25,626.67 per month thru October 31, 2006. Commencing on November 1, 2006 and
continuing thru October 31, 2011, Base Rent for the Existing Space shall be
$24,526.67 per month.
3.2. Base Rent for Expansion Space. Commencing on the day after
substantial completion of Tenant Improvements, but in any event, no later than
November 1, 2006, and continuing through October 31, 2011, Base Rent for the
Expansion Space shall be $8,453.25 per month.
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3.3 Rental Payments. Each installment of rent is to be paid in
advance on the first day of each and every calendar month during the term of
this Lease, without setoff or deduction, at Landlord's office or such other
place as Landlord may designate.
4. Tenant Improvements. Landlord will build-out the Expansion Space,
at its sole expense, based substantially on the same level and quality of
finish-out as Tenant's current Leased Premises. Landlord and Tenant shall work
together to develop a mutually acceptable floor plan, which shall be attached
hereto as Exhibit "B". Tenant shall not be charged any construction management
fee on the Tenant Improvements except for any extra work requested by Tenant
that is above and beyond the agreed level of finish-out. In such case, Tenant
shall pay to Landlord a Construction Management Fee of 5%.
5. Tenant Improvement Allowance. Landlord will provide a $5.00 per
square foot Finish-out Allowance to be used no later than October 31, 2009,
specifically for improvements to Tenant's Existing Space. Should Tenant elect to
utilize the allowance or any portion thereof to have Landlord complete Tenant's
Improvements, Tenant shall pay to Landlord a Supervisory/Oversight Fee of 5%.
6. Operating Expenses, Real Estate Taxes and Proportionate Share.
Commencing on the day after substantial completion of Tenant Improvements, but
in any event, no later than November 1, 2006, Tenant's Proportionate Share of
Operating Expenses and Real Estate Taxes shall increase from 74.36% to 100%.
7. Parking. Currently there are 201 parking spaces for the entire
building. Landlord will install additional spaces as necessary to bring the
total up to a minimum of 207 spaces once weather permits.
8. Option to Renew. Landlord hereby grants to Tenant one (1) option
to extend the term of this Lease for an additional period of five (5) years
commencing on November 1, 2011. Tenant's right and option as aforesaid shall be
conditioned upon: (i) the Lease remaining in full force and effect;
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and (ii) Tenant not being in default under this Lease on both the day the option
is exercised and the date of commencement of the Renewal Term for which the
option is exercised.
Tenant shall notify Landlord in writing of its election to extend
this Lease not less than nine (9) months prior to the expiration of the then
current term. The Option Term shall be upon all of the terms, covenants and
conditions of the Lease except that the Fixed Rent payable during the Option
Term shall be at market rent.
9. No Right of First Offer. The Right of First Offer as stated in
Section 3.9 of the Original Lease is hereby deleted.
10. Other Terms and Conditions. Except as herein otherwise provided,
in all other respects, the terms and conditions contained in Lease dated
November 17, 2000 and First Amendment to Lease dated June 22, 2001, shall remain
in full force and effect during the term of this Lease extension.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the 25th day of January, 2006 as to Tenant and the 26th day of January, 2006 as
to Landlord.
Signed in the Presence of: LANDLORD: BROOKLYN HEIGHTS BUSINESS PARK LIMITED
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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TENANT: ASSET ACCEPTANCE LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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STATE OF OHIO )
) SS.
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named Brooklyn Heights Business Park Limited, an Ohio limited
liability company by ▇▇▇▇▇ ▇▇▇▇▇, its member, who acknowledged that he did sign
the foregoing instrument and that the same is the free act and deed of said
limited liability company and his free act and deed personally and as such
member.
IN WITNESS WHEREOF, I have hereunto set my hand, this 26th day of January,
2006.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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NOTARY PUBLIC
CORPORATE ACKNOWLEDGEMENT
STATE OF MICHIGAN )
) SS.
COUNTY OF MACOMB )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Asset Acceptance LLC, a Delaware limited liability company, by ▇▇▇▇ ▇.
▇▇▇▇▇▇, its Vice Pres.-Finance who acknowledged that [he/she] did sign the
foregoing instrument and that the same is the free act and deed of said
corporation and [his/her] free act and deed personally and as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand, this 25th day of January,
2006.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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NOTARY PUBLIC
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EXHIBIT "A"
[BUILDING SHELL FLOOR PLAN]
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EXHIBIT "B"
TENANT IMPROVEMENTS
(TO BE ATTACHED)
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