Exhibit 10.20


 


LEASE
ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT


 


THIS LEASE ASSIGNMENT, ASSUMPTION
AND MODIFICATION AGREEMENT (“Agreement”) is made as of February 3, 2006 (the “Effective
Date”), by and among THREE CLOVERLEAF PARKWAY, INC., an Ohio corporation (“Lessor”),
whose address is 5480 Cloverleaf Parkway, Suite 3, Valley View, Ohio 44125; LDS
TEST AND MEASUREMENT, LLC, a Delaware limited liability company (“Assignor
Lessee”), whose address is 8551 Research Way, Middleton, Wisconsin 53562; SPX CORPORATION,
a Delaware corporation (“Guarantor”) whose address is 13515 Ballantyne
Corporate Plaza, Charlotte, North Carolina 28277-1100; and TRANSOMA MEDICAL,
INC., a Delaware corporation (“Assignee Lessee”), whose address is 4211
Lexington Avenue N. Suite 2244, Arden Hills, Minnesota 55126.


 


RECITALS


 


Lessor and Assignor Lessee
entered into a Lease dated June 2, 2005 (the “Lease), with regard to that
demised Premises located at 5525 Cloverleaf Parkway, Valley View, Ohio, more
particularly described in the Lease (the “Premises”). Guarantor executed an
Unconditional Guaranty of Payment and Performance dated June 2, 2005
unconditionally guaranteeing the full payment and performance of all of
Assignor Lessee’s obligations under the Lease. Assignor Lessee wishes to assign
the Lease to Assignee Lessee, and Assignee Lessee wishes to assume Assignor
Lessees obligations under the Lease. Lessor is willing to consent to such
assignment, provided that Assignor Lessee remains primarily liable for all
obligations of Assignee Lessee under the Lease for the term of the Lease; the
Guaranty continues to be in full force and effect for the term of the Lease;
and provided further that Assignee Lessee delivers to Lessor an additional one
month’s security deposit.


 


WHEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Lessor, Assignor Lessee, Guarantor and Assignee Lessee agree as follows from
and after the Effective Date:


 


1.             Assignment and
Assumption of Lease. Assignor Lessee does hereby assign unto Assignee Lessee
all of its right, title and interest in, to and under the Lease, and all of the
rights, powers, estate, benefits and privileges of Assignor Lessee in, to and
under the Lease. Assignee Lessee hereby assumes and agrees to perform all of
the terms, covenants, obligations and conditions of the Lease which are
required to be performed or complied with by Lessee under the Lease from and
after the Effective Date. Lessor hereby consents to such assignment and assumption.
As a condition of the foregoing consent, the parties hereto were required to
enter into this Agreement for the purposes of agreeing in writing to the Lessor’s
express conditions set forth herein.


 


2.             Assignor Lessee and
Guarantors Obligations to Continue. Lessor grants its consent to the assignment and
assumption of the Lease set forth in Section 1 above upon the express condition
that the parties hereto enter into this Agreement. Accordingly, the parties
hereto agree as follows:


 

















 


(a)           Assignor Lessee agrees to remain primarily liable
for all of the obligations of Assignor Lessor and Assignee Lessee under the
Lease for the term thereof.


 


(b)           Guarantor agrees that the Guaranty shall remain in
full force and effect, and Guarantors obligations under the Guaranty shall
remain unamended and unmodified for the term of the Lease.


 


3.             Modification of Lease. Lessor and Assignee Lessee
hereby agree to modify the Lease as follows:


 


Article
IV(b) of the Lease is hereby amended to add the following new sentence at the end
of the paragraph:


 


“In
addition, Transoma Medical, Inc., Assignee Lessee of the Lease pursuant to a
Lease Assignment, Assumption and Modification Agreement (“Assignment Agreement”)
effective February 1, 2006 among Lessor, Assignor Lessee, Guarantor and Transoma
Medical, Inc., shall deliver to Lessor an additional one month’s security
deposit in the amount of Five Thousand Nine Hundred Thirty-Seven and 00/100
Dollars ($5,937.00) upon execution of the Assignment Agreement, to be held and
applied, without interest thereon, in accordance with the terms of the Lease. If
any portion of said security deposit is not applied by Lessor against any
default of Assignor Lessee after applicable notice and cure periods have
expired, then within thirty (30) days after expiration of the Lease, Assignee
Lessee shall receive a refund of said remaining portion of such security deposit.”


 


4.             Acceptance of the
Premises. Assignee Lessee accepts the Premises in their present condition; provided,
however, the foregoing shall not be construed to amend or delete any of the
representations, warranties or other obligations of Lessor with respect to the
Premises set forth in the Lease. Lessor will not be obligated to make any
alterations or improvements to the Premises on account of the Lease, except as
expressly set forth in the Lease.


 


5.             Lease and Guaranty
Otherwise Unchanged; Entire Agreement. All other terms and conditions of the Lease and
Guaranty shall remain unchanged and unaffected by this Agreement and are hereby
affirmed by the undersigned parties. This Agreement, the Lease and the Guaranty
constitute the entire agreement between the parties, and all oral discussions
which may have occurred between the parties at any time have been merged herein
and therein and are of no independent force or effect. No past nor any future
actions or discussions of the parties shall in any way be deemed to modify or
amend this Agreement, the Lease or the Guaranty unless reduced to a writing
which has been signed by both parties with intent to be bound, which writing
has been mutually delivered between them.


 


2

















 


6.             No Course of Dealing
Waiver.
Assignee Lessee expressly acknowledges and agrees that the execution of this
Agreement shall not constitute a waiver of, and shall not preclude the exercise
of, any right, power or remedy granted to Lessor in the Lease, or as provided
by law, and without limitation, shall not be deemed to be a waiver of any of
Lessor’s rights under Article VI of the Lease or to Lessor’s right as set forth
in the Lease to consent (or withhold consent) to any further assignment or
subletting of the Premises.


 


7.             Counterparts. This Agreement may be
executed in a number of identical counterparts, each of which for all purposes
is deemed an original.


 


8.             Governing Law. This Agreement shall
be interpreted and construed in accordance with and governed by the laws of the
State of Ohio.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above written.


 


	
   

  	
  LESSOR:

  
	
   

  	
   

  
	
   

  	
  THREE
  CLOVERLEAF PARKWAY, INC.

  an Ohio corporation

  
	
   

  	
   

  	
   

  
	
    /s/

  	
   

  	
  By:

  	
    /s/
  Joseph C. Lombardo

  	
   

  
	
    Witness

  	
  Name:   Joseph C. Lombardo                                                     

  	
   

  
	
    /s/

  	
   

  	
  Title:     President                                                                        

  	
   

  
	
    Witness

  	
   

  	
   

  
	
   

  	
  ASSIGNOR
  LESSEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  LDS
  TEST AND MEASUREMENT, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
    /s/

  	
   

  	
  By:

  	
    /s/
  John Swann

  	
   

  
	
    Witness

  	
  Name:    John Swann                                                                  

  	
   

  
	
    /s/

  	
   

  	
  Title:        Director,
  Business Development                               

  	
   

  
	
    Witness

  	
   

  	
   

  
							



 


3

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
    /s/

  	
   

  	
  SPX
  CORPORATION,

  
	
    Witness

  	
  a
  Delaware corporation  

  
	
    /s/

  	
   

  	
   

  	
   

  
	
    Witness

  	
  By:

  	
    /s/
  J. Michael Whitted

  	
   

  
	
   

  	
  Name:   J. Michael
  Whitted                                            

  	
   

  
	
   

  	
  Title:      President                                                           

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE
  LESSEE:

  
	
   

  	
   

  
	
    /s/

  	
   

  	
  TRANSOMA
  MEDICAL, INC.,

  
	
    Witness

  	
  a
  Delaware corporation  

  
	
    /s/

  	
   

  	
   

  	
   

  
	
    Witness

  	
  By:

  	
     /s/
  Charles T. Coggin 

  	
   

  
	
   

  	
  Name:   Charles T.
  Coggin                                

  	
   

  
	
   

  	
  Title:        VP
  & CFO                                         

  	
   

  
						



 


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