EXHIBIT 10(e)(ii)
FIRST AMENDMENT TO AMENDED AND RESTATED LEASE
---------------------------------------------
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE, entered into as
of the 1st day of May, 1998, between V.P. I. PROPERTIES ASSOCIATES, a New York
limited partnership qualified to do business in the State of Florida under the
name V.P.I. Properties Associates, Ltd. and having its offices at Xxx Xxxxxx
Xxxx, Xxxxxxxxxx Xxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 herein called "Lessor,"
and AMERICAN TECHNICAL CERAMICS (FLORIDA), INC., a Florida corporation having
its offices at 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000,
herein called "Tenant."
RECITALS
1. Lessor and Tenant entered into an agreement of lease
effective as of October 1, 1980 and amended it by
Amendment of Lease dated June 20, 1994 (collectively,
the "Existing Lease");
2. Lessor and Tenant amended the Existing Lease and
restated it in full in one unified document by Amended
and Restated Lease dated as of July 1, 1996 (the
"Lease").
3. Lessor and Tenant want to further amend the Lease by
adding additional space to the leased premises and
increasing the rent.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Section 2 of the Lease is hereby deleted and the
following substituted in its place:
"Lessor hereby leases to Tenant and Tenant hereby rents
from Lessor all that piece, parcel or tract of land
situate and lying and being in Xxxxx County, Florida,
as more particularly described in EXHIBIT A attached
hereto and made a part hereof, together with the
buildings and improvements constructed thereon, some of
which are described on EXHIBIT B attached hereto and
made a part hereof, including all improvements located
thereon, and together with all rights, easements and
appurtenances to the same belonging or usually held and
enjoyed
therewith. The land and all such improvements,
equipment, easements and appurtenances are hereinafter
sometimes referred to as the "leased premises."
2. Subsections 4(a) (ii) and (iii) of the Lease are hereby deleted
and the following substituted in their place, with subsection 4(a)(i) repeated
without change for convenience:
"(a) As payments on account of rent for the properties
leased hereunder, and having made all required payments of rent,
supplemental rent and other charges owed to Lessor through April
30, 1998, Tenant hereby unconditionally promises to pay:
(i) to the Trustee, for the account of the
Lessor, payments hereunder sufficient at all times to pay in full
the principal of, premium, if any, and interest on the Bonds, and
all expenses of the Trustee under the Indenture, and any and all
other payments required to be made by Lessor under the Agreement
and the Indenture, when and as the same become due and payable
(whether at maturity or by acceleration, prepayment, call for
redemption, or otherwise); all such payments shall be made in
immediately available funds, at the principal corporate trust
office of the Trustee which on the date hereof is located at 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, or such other place
as Lessor or the Trustee shall designate at any time in writing to
Tenant;
(ii) to the Lessor, directly commencing on
May 1, 1998, as supplemental rent, the amount set forth in
SUBSECTION 4(a)(iii) below, provided, however, if the Tenant has
received notice from the Trustee that a default or Event of Default
under the Agreement has occurred and is continuing, all
supplemental rent payments shall be paid to the Trustee for the
account of the Lessor. All payments of supplemental rent shall be
made in equal monthly installments in advance on the first day of
each and every remaining calendar month during the Term;
(iii) the supplemental rent for the lease
year commencing on May 1, 1998 shall be $461,239.00 (the
"Escalation Base"). The supplemental rent for the lease year
commencing on May 1, 1999 shall be the Escalation Base increased by
the percentage increase, if any, in the CPI (hereinafter defined)
for the last reported month available to the public on April 1,
1999 as compared to the CPI for the same month in 1998 (the "Base
CPI"). The supplemental rent for each lease year after the lease
year commencing on May 1, 1999 shall be the Escalation Base
increased by the percentage increase, if any, in the last reported
month available to the public on April 1 of the next preceding
lease year as compared to the Base CPI. On or before April 15, 1999
and on or before
each April 15 thereafter during the Term, Lessor shall provide
Tenant with written notice of the supplemental rent for the next
succeeding lease year and the calculation for determining such
supplemental rent. Notwithstanding the result of any calculation of
supplemental rent hereunder, in no event shall supplemental rent
for any lease year be less than supplemental for the preceding
lease year.
3. Exhibit B of the Lease is hereby deleted and Exhibit B attached
hereto is hereby substituted in its place.
4. Except as modified by this First Amendment to Amended and
Restated Lease, the Lease remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as
of the date first written above.
Signed, sealed and V.P.I. PROPERTIES ASSOCIATES, d/b/a
delivered in the V.P.I. PROPERTIES ASSOCIATES, LTD.
presence of: (Lessor)
By: /S/ Xxxxxx Xxxxxxx
------------------------ ----------------------------------
Xxxxxx Xxxxxxx,
------------------------ its: General Partner
As to Lessor
AMERICAN TECHNICAL CERAMICS
(FLORIDA), INC.
(Tenant)
By: /S/ Xxxxxxxx X. Xxxxx
------------------------ ----------------------------------
its: Vice President-Administration
------------------------
As to Tenant Attest Xxxxxxxx X. Xxxxx
-------------------------------
Secretary
(Corporate Seal)
3
STATE OF FLORIDA )
)
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 15th day
of September, 1998, by Xxxxxx Xxxxxxx, general partner of V.P.I. Properties
Associates, a New York limited partnership, qualified to do business in the
State of Florida under the name V.P.I. Properties Associates, Ltd., on behalf
of the partnership.
/S/ Xxxx Xxxxxxxx
--------------------------------
Notary Public, State of Florida
at Large.
NOTARIAL SEAL) My Commission Expires:
STATE OF NEW YORK )
)
COUNTY OF SUFFOLK )
The foregoing instrument was acknowledged before me this 15th day
of September, 1998, by Xxxxxxxx X. Xxxxx, Secretary of American Technical
Ceramics (Florida), Inc., a Florida corporation, on behalf of the corporation.
/S/ Xxxxx Xxxxxxx
--------------------------------
Notary Public, State of New York
NOTARIAL SEAL) My Commission Expires:
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EXHIBIT A
A part of Tract "E" as shown on map of Xxxx X. Xxxxxxxxx'x Subdivision, Plat
Book 7, Page 10 of the Current Public Records of Xxxxx County, Florida, more
particularly described as follows: Commence at the Southwest corner of Section
24, Township 2 South, Range 27 East; thence South 88 degrees 24 minutes 18
seconds West, 110 feet to the Westerly right-of-way line of Corporate Square
Boulevard as established for a width of 100 feet thence South 01 degrees 32
minutes 58 seconds East along the said Westerly right-of-way line, 63.43 feet
to the point of curve of a curve to the right, said curve having a radius of
750 feet, thence along the arc of said curve and along said right-of-way line
an arc distance of 431.13 feet, said curve having a chord bearing and distance
of South 14 degrees 55 minutes 07 seconds West, 425. 22 feet to the point of
tangency of said curve; thence continue along said Westerly right-of-way line
South 31 degrees 23 minutes 11 seconds West, 113.62 feet to the point of curve
of a curve to the left, said curve having a radius of 1,350 feet; thence along
the arc of said curve and along said right-of-way line an arc distance of 925.
69 feet, said curve having a chord bearing and distance of South 11 degrees 44
minutes 33 seconds West, 907.66 feet; thence continue along the arc of said
curve and along said right-of-way line an arc distance of 80.08 feet, said
curve having a chord bearing and distance of South 09 degrees 36 minutes 03
seconds East, 80.07 feet, to the intersection with a curve concave Easterly
having a- radius of 60 feet; thence Southerly along and around said curve an
arc distance of 71. 80 feet, said curve having a chord bearing and distance of
South 12 degrees 44 minutes 05 seconds East, 67.59 feet, to an intersection
with the aforesaid Westerly right-of-way line of Corporate Square Boulevard,
said Westerly right-of-way line being in a curve concave Easterly having a
radius of 1,350 feet; thence Southerly along and around said curve an arc
distance of 18.13 feet, said curve having a chord bearing and distance of South
14 degrees 33 minutes 14 seconds East, 18.13 feet to the Point of Beginning.
From said Point of Beginning, run thence North 75 degrees 03 minutes 41 seconds
East, 17.78 feet to the intersection with a curve concave Northerly having a
radius of 60 feet; thence Easterly along and around said curve an arc distance
of 70. 32 feet, said curve having a chord bearing and distance of North 75
degrees 03 minutes 41 seconds East, 66.36 feet; thence North 75 degrees 03
minutes 41 seconds East, 15.85 feet; thence Southerly along and around a curve
concave Easterly having a radius of 1,250 feet an arc distance of 15.26 feet,
said curve having a chord bearing and distance of South 15 degrees 17 minutes
18 seconds East, 15.26 feet; thence North 88 degrees 26 minutes 48 seconds
East, 289.50 feet to an intersection with the Westerly line of lands described
in Official Records Volume 3458, Page 363; thence South 02 degrees 09 minutes
19 seconds East along the Westerly line of said lands, 200.28 feet to the
Southwest corner of said lands; thence North 88 degrees 26 minutes 34 seconds
East, along the Southerly line of said lands, 99.85 feet to the Southeast
corner of said lands; thence South 02 degrees 07 minutes 47 seconds
5
East, along the Westerly line of Southside Estates Unit No. 4, as recorded in
Plat Book 18, Pages 79, 79A and 79B, 426.8 feet: thence South 87 degrees 52
minutes 13 seconds West, 328.0 feet; thence North 02 degrees 07 minutes 47
seconds West, 539.8 feet; thence South 87 degrees 52 minutes 13 seconds West,
143.92 feet; thence North 14 degrees 33 minutes 14 seconds West, 85.89 feet to
the Point of Beginning. Said parcel contains, 4.5838 acres more or less.
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EXHIBIT B
BUILDINGS
1. Office, Research and Development Building
2. Storage Building
3. Office, Machine Shop, Equipment, Maintenance,
Engineering and Warehouse Building
4. Manufacturing and Office Building
5. Pilot Production Line Building
