Exhibit 10.7
THIRD AMENDMENT TO LEASE AGREEMENT
This THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is executed as of December 21, 2017, by and between AR INDUSTRIAL NO. 1, LTD., a Texas limited partnership (“Landlord”), and ORTHOFIX, INC., a Minnesota corporation (“Tenant”).
RECITALS:
AGREEMENTS:
For valuable consideration, whose receipt and sufficiency are acknowledged, Landlord and Tenant agree as follows:
Time Period | Annual Basic Rent Rate Per Rentable Square Foot | Monthly Basic Rent |
June 1, 2020 – August 31, 2021 | $9.70 | $116,904.40 |
September 1, 2021 – August 31, 2022 | $9.89 | $119,194.28 |
September 1, 2022 – August 31, 2023 | $10.09 | $121,604.68 |
September 1, 2023 – August 31, 2024 | $10.29 | $124,015.08 |
September 1, 2024 – August 31, 2025 | $10.50 | $126,546.00 |
September 1, 2025 – August 31, 2026 | $10.71 | $129,076.92 |
September 1, 2026 – August 31, 2027 | $10.92 | $131,607.84 |
September 1, 2027 – August 31, 2028 | $11.14 | $134,259.28 |
September 1, 2028 – August 31, 2029 | $11.36 | $136,910.72 |
September 1, 2029 – August 31, 2030 | $11.59 | $139,682.68 |
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Exhibit 10.7
Orthofix, Inc.
Attn: Chief Financial Officer
3451 Plano Parkway
Lewisville, TX 75056
Telephone: 214-937-2000
AR Industrial No. 1, Ltd.
Attn: George Billingsley
1722 Routh Street, Suite 770
Dallas, TX 75201
Telephone: 214-270-1001
“Provided no Event of Default exists and Tenant is occupying not less than 75% of the Premises at the time of such election, Tenant may renew this Lease for (a) one additional period of five
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years with two further options to renew this Lease for additional periods of five years each, (b) one additional period of ten years with the option to renew this Lease for an additional period of five years, or (c) one additional period of 15 years, in each case by delivering written notice of the exercise of any such renewal option to Landlord not earlier than 12 months nor later than nine months before the then-scheduled expiration of the Term, it being agreed that Tenant’s initial election notice shall indicate whether Tenant elects to proceed under subsection (a), (b) or (c) of this sentence.”
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“contain less than 95% of the easily-accessible, full-sized automobile parking spaces present prior to the Taking in the parking area serving the Building (or less than 100% of the easily-accessible loading dock truck wells serving the Building prior to the Taking), or”
"Tenant may not exercise its termination rights under Section 15(b) of the Lease arising from Takings under Section 15(b)(i) of the Lease unless (1) Tenant delivers written notice to Landlord of its intention to terminate the Lease (the “Notice of Intent to Terminate”) within 30 days after the Taking, and (2) within such 30-day period, Landlord fails to provide Tenant with additional parking capacity that would effectively restore the parking capacity to a level that would make Tenant's termination pursuant to Section 15(b)(i) unavailable ("Curative Spaces"). Landlord shall use all reasonable efforts to provide the Curative Spaces as soon as reasonably practicable following Tenant’s written notification, and if Curative Spaces cannot reasonably be provided within such 30-day period but Landlord commences pursuit or construction of Curative Spaces within such 30-day period and thereafter diligently pursues such effort to completion and provides Tenant with reasonable notice of Landlord’s efforts at least weekly, then Tenant may not exercise such termination right until the date which is 90 days after the date of Tenant’s delivery of the Notice of Intent to Terminate. If Landlord has not provided Tenant Curative Spaces within such 90-day period, Tenant may terminate the Lease by delivering written notice to Landlord within ten business days following the expiration of such 90-day period and prior to the date upon which Landlord makes Curative Spaces available to Tenant."
“. . . and shall not be based upon any revenue from sales of real property or other extraordinary transactions consummated by Landlord.”
“Notwithstanding the foregoing, with respect to ad valorem taxes attributable to the Premises for all periods during the Term, (i) Landlord shall furnish written notice to Tenant whether Landlord intends to contest such taxes for the applicable year at least fifteen (15) days prior to the deadline date a notice of contest must be furnished to the taxing authorities, and (ii) if and only if (a) Landlord furnishes notice ("Landlord's Notice") to Tenant that Landlord is not contesting the
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taxes for a particular year, (b) no Event of Default is then in existence hereunder, and (c) Tenant continues to lease one hundred percent (100%) of the rentable square feet of the Premises, then Tenant shall have the right to cause Landlord to contest, by appropriate legal proceedings or other lawful means, any increase in assessed value of the Project by furnishing written notice (the "Tax Contest Notice") to Landlord on or before the date which is five (5) days prior to the deadline date a notice of contest must be furnished to the applicable taxing authorities (it being agreed that any such tax contest must be diligently pursued by Landlord, using good faith, reasonable efforts to reduce such taxes as much as practicable).”
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Executed as of the date first written above.
LANDLORD: AR INDUSTRIAL NO. 1, LTD., a Texas limited partnership
By: 29BCO, Inc., a Texas corporation
General Partner
By: /s/ George Billingsly
Name: George Billingsly
Title: Vice President
Date signed:
TENANT: ORTHOFIX, INC., a Minnesota corporation
By: /s/ Doug Rice
Name: Doug Rice
Title: Chief Financial Officer
Date signed: December 20, 2017
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LENDER’S CONSENT
American National Insurance Company (“Lender”), as the current lender holding a mortgage lien on, and deed of trust encumbering, the Project (which contains the Premises leased to Tenant under the Lease), signs below for the sole purpose of acknowledging its consent and approval of the foregoing Third Amendment to Lease Agreement. The foregoing Lender consent and approval shall be binding upon Lender’s successors and assigns.
LENDER: AMERICAN NATIONAL INSURANCE COMPANY,
a Texas insurance company
By: /s/ Scott F. Brast
Name: Scott F. Brast
Title: Senior Vice President
Date of Signature: December 29, 2017
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