Exhibit 10(e)(iii)
SECOND AMENDMENT TO AMENDED AND RESTATED LEASE
THIS SECOND 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, 1984 (collectively, the "Initial
Lease");
2. Lessor and Tenant amended the Initial Lease and restated it
in full in one unified document by Amended and Restated
Lease, dated as of July 1, 1996, and amended it by First
Amendment to Amended and Restated Lease, dated as of May 1,
1998 (as so amended, the "Lease").
3. Lessor and Tenant want to further amend the Lease as provided
herein to reflect the intention of the parties upon entering
into the Lease.
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. Subsection 4(a)(ii) of the Lease is hereby amended in its entirety to
read as follows:
"(ii) to the Lessor directly, as supplemental rent, the difference
between the applicable amount set forth in SUBSECTION 4(a)(iii) below and
the amount paid by the Tenant pursuant to SUBSECTION 4(a)(i) above;
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 substantially equal monthly installments in advance on the first day of
each and every remaining calendar month during the Term, with any necessary
adjustments
being paid by the Tenant (or credited against future payments of
supplemental rent) as promptly as practicable (but in no event more than 30
days) after the end of the applicable lease year."
2. Subsection 4(a)(iii) of the Lease is hereby amended in its entirety to
read as follows:
"(iii) The amount to be used in calculating supplemental rent for the
lease year commencing on May 1, 1998 shall be $461,239.00 (the "Escalation
Base"). The amount to be used in calculating 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 amount
to be used in calculating 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 provided Tenant with written
notice of the amount to be used in calculating supplemental rent for the
next succeeding lease year and the calculation for determining such amount.
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. Lessor hereby acknowledges receipt of all amounts owed pursuant to
SUBSECTIONS 4(a)(ii) and (4)(a)(iii) of the Lease prior to the date of this
Second Amendment to Amended and Restated Lease.
4. Except as modified by this Second Amendment to Amended and Restated
Lease, the Lease remains in full force and effect.
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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
----------------------------- -----------------------------
its General Partner
-----------------------------
As to Lessor
AMERICAN TECHNICAL CERAMICS
(FLORIDA), INC.
(Tenant)
By /s/ Xxxxxx Xxxxxxx
------------------------------ -----------------------------
its: President
------------------------------
As to Tenant Attest /s/ Xxxxxxxx Xxxxx
-------------------------
Secretary
(Corporate Seal)
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STATE OF FLORIDA )
)
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 30th 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 30th day of
September, 1998, by Xxxxxx Xxxxxxx, President of American Technical Ceramics
(Florida), Inc., a Florida corporation, on behalf of the corporation.
/s/ Xxxx Xxxxxxxx
-------------------------------------
Notary Public, State of Florida
at Large.
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 fee 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 aradius 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
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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
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