FIRST ADDENDUM TO LEASE
FIRST
ADDENDUM TO LEASE
This
First Addendum To Lease dated June 8th, 2007, is between AGRACEL, INC., an
Illinois corporation, having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and THE GSI GROUP, INC.,
a
Delaware corporation, or its assigns, having its principal place of business
at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (designated as Grain
Systems, Inc. in the Lease dated March 1, 2007):
Recitals:
(A) On
March
1, 2007, Agracel, Inc. (“Lessor”) and Grain Systems, Inc. (“Lessee”) entered
into a Lease (“Lease”) a copy of the first page and the signature page of which
are attached hereto as Exhibit A.
(B) Lessor
and Lessee want to amend the Lease by restating the name of the Lessee, by
increasing the size of the Premises, the Land and the Building subject to the
Lease, by increasing the rent, and by making other modifications to the
Lease.
Now
therefore, in consideration of
the additional obligations to be performed by the Lessor and Lessee, the Lessor
and Lessee amend the Lease by agreeing to the following:
1. Lessee’s
Name. Lessee shall be “The GSI Group, Inc., a Delaware
corporation” rather than Grain Systems, Inc., an Illinois
corporation.”
2. Lessee’s
Purchase and Transfer of Additional Real Estate. Lessee
shall purchase from Taylorville Industrial Development Corporation, an Illinois
corporation, whose mailing address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ the real estate described on Exhibit B (“Additional Real Estate”) and
Lessee shall, within 10 days following the transfer of the title to the
Additional Real Estate to Lessee, transfer title to the Additional Real Estate
to Lessor by quit-claim deed and on the same terms as the Agreement to Purchase
between Lessee and the Taylorville Industrial Development Corporation with
the
exception of paragraph VII B (1) attached as Exhibit C (“Exhibit C Contract”),
which Lessor has examined and approves, provided however, that Lessee shall
remain solely responsible for performing the obligations set forth in Section
VII, B (1) of the Exhibit C Contract. At Lessee’s expense,
Lessee shall furnish Lessor with an ALTA title insurance policy commitment
for
the Additional Real Estate in the amount of $40,000.
3. Lessor’s
Construction. Upon Lessee’s transfer of title of the
Additional Real Estate to Lessor and upon satisfaction of the contingencies
set
forth in paragraph 6 hereof, the Lessor shall commence construction of a 100,000
square foot expansion to the Building, as defined in the Lease as of March
1,
2007, on the Additional Real Estate pursuant to the plans and specifications
approved by Lessor and Lessee in satisfaction of the contingency set forth
at
paragraph 6 (a) hereof (“Expansion Plans”) as the same may be amended from time
to time by agreement of the parties, as set forth in written change orders
signed by both parties or their designated representatives (“Building
Addition”).
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4. Expansion
Plans. Lessor agrees that with regard to the Expansion
Plans:
(a) Substantial
Completion of Construction. Lessor shall substantially
complete construction of the Building Addition so that it is to
Lessee’s reasonable satisfaction under roof and sufficiently complete to take
delivery of Lessee’s equipment not later than 190 days after the later of (i)
the execution date of this First Addendum to Lease or (ii) the transfer of
title
of the Additional Real Estate to Lessor by Lessee (“Substantial Completion
Date”). Lessee shall have the right on and after the Substantial
Completion Date to enter into the Building Addition for the purpose of making
any and all installations of Lessee’s equipment to be used in the Building
Addition.
(b) Completion
of Construction, Occupancy Permit and Commencement
Date. Except for punch-list items, Lessor shall complete
construction of the Building Addition and furnish Lessee with a certificate
of
occupancy not later than 230 days after the later of (i) the execution date
of
this First Addendum to Lease or (ii) the transfer of title of the Additional
Real Estate (“Commencement Date”). Punch list items will
be completed not later than 30 days after the Commencement Date.
(b) Construction
Standards. Lessor will secure all necessary permits for the
construction of the Building Addition; Lessor warrants that the construction
of
the Building Addition will be completed in a good and workmanlike manner, that
materials and workmanship will be of such quality as is usual and customary
in
the Taylorville, Illinois area, and that the construction shall comply with
all
applicable building and safety codes, and shall comport in all material respects
with the Expansion Plans.
(c) Mechanicals
and Fixtures. Lessor shall construct and provide
the ventilation, heating, air conditioning, electrical, plumbing, and mechanical
systems, equipment, and fixtures for the Building Addition in accordance with
the Expansion Plans.
(d) Warranties. Upon
the Commencement Date or as soon thereafter as they shall become available,
Lessor shall deliver and transfer to Lessee all manufacturers’ warranties,
owners’ manuals and related materials. Lessor warrants to Lessee the
workmanship and materials of the Building Addition and its components installed
by Lessor, its contractors, subcontractors, agents, and anyone working under
Lessor’s control, for a period of one (1) year after the Commencement
Date.
5. Amendment
of
Lease. Effective as of the Commencement Date, certain
paragraphs of the Lease dated March 1, 2007 shall be amended as
follows:
(a) Property
Leased. Paragraph 1 of the Lease dated March 1, 2007 is
amended as follows:
The
meaning of the terms “Land,” “Building,” and “Premises,” are amended as
follows:
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The
term “Land” shall include the real estate described in Exhibit A of the Lease
dated March 1, 2007 and the Additional Real Estate described in Exhibit B to
this First Addendum to Lease.
The
term “Building” shall include the “Building” as defined in the Lease dated March
1, 2007 and the Building Addition as defined in paragraph 3 of this First
Addendum to Lease.
The
term “Premises” shall include the “Land” and “Building” as described in the
Lease dated March 1, 2007, as amended by the preceding two
paragraphs.
(b) Rental. Paragraph
2 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof
the following is substituted:
2. RENTAL: For
the period beginning on March 1, 2007 and ending on the Commencement Date,
the
Lessee shall pay to Lessor rent in the amount of $23,433.33 per
month.
Lessee
shall pay to Lessor rent for the Initial Term, as hereinafter defined, of the
Lease in the amount of Seven Million One Hundred Sixty-six Thousand Five Hundred
Ninety-three and 00/100 Dollars ($7,166,593.00) (the “Rent”), payable monthly on
the first day of each month commencing on the Commencement Date and in the
amounts as follows:
Year
1 $54,541.67
per month;
Year
2 $55,632.50
per month;
Year
3 $56,745.17
per month;
Year
4 $57,880.08
per month;
Year
5 $59,037.67
per month;
Year
6 $60,218.42
per month;
Year
7 $61,422.75
per month;
Year
8 $62,651.25
per month;
Year
9 $63,904.25
per month; and
Year
10 $65,182.33
per month.
(i) without
advance notice, demand, offset, or deduction;
(ii) Past
due rent shall bear interest at the rate of 1.5% per month prorated on a daily
basis from five (5) days after the date due.
(iii) The
term “Year” as used in the preceding rent table shall mean the 12 month period
beginning on the first day of the month in which the Commencement Date falls
and
ending on the last day of the 12th month thereafter.
(iv) Lessor
and Lessee acknowledge that the Rent set forth above is based upon a
Construction Cost of $3,600,000. In the event that the Construction
Cost as defined in paragraph 6 (b) varies from the $3,600,000, Lessor and Lessee
agree that the Rent shall be recalculated based upon the actual Construction
Cost and the formula set forth below and such recalculation shall be included
in
the Second Addendum to Lease, as provided at paragraph 6 (c) and shall
thereafter be the Rent.
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Agreed
to
increase Increase
(decrease)
(decrease)
in = in
Year 1 Rent
Cost
x 11.0%
Such
Rent adjustments shall be to Year
1 Rent, and adjusted annually by a 2% increase.
(iv) In
the event changes to the Expansion Plans are authorized in writing by Lessee
after the Lessor and Lessee have approved of the Expansion Plans pursuant to
paragraph 6 (a) (“Change Order”), then upon the Commencement Date and at
Lessee’s option, the total of all Change Orders may be either:
(a)
paid by Lessee to Lessor, or
(b)
paid by an adjustment to the Rent calculated according to the following
formula:
Agreed
to
increase Increase
(decrease)
(decrease)
in = in
Year 1 Rent
Cost
x 11.0%
Such
Rent adjustments shall be to Year 1 Rent, and adjusted annually by a 2%
increase.
In
the event Lessee chooses the paragraph (b) option, the total Rent and the rent
payment schedule shall be recalculated to reflect the total of all Change Orders
and the recalculated rent amount and payment schedule shall be reduced to
writing and signed by Lessor and Lessee in the form of a Third Addendum to
Lease
and shall thereafter be the Rent.
(c) Term. Paragraph
4 (a) of the Lease dated March 1, 2007 is deleted in it entirety and in lieu
thereof the following is substituted:
(a)
Initial Term. The initial term of this Lease shall be for ten (10)
years, beginning on the Commencement Date, as defined in paragraph 3
(b) of the First Addendum to Lease, and ending on the last day of the month
which is ten years thereafter (the “Initial Term”).
(d) Security
Deposit. Paragraph 5 of the Lease dated March 1, 2007 is
deleted in it entirety and in lieu thereof the following is
substituted:
5. SECURITY
DEPOSIT: Lessee agrees to pay a security deposit of Sixty-Five Thousand One
Hundred Eighty-Two and 33/100 Dollars ($65,182.33), which shall be held by
the
Lessor in an interest bearing account as security for the faithful performance
by Lessee of all of the terms of this Lease by Lessee to be observed and
performed. Interest on the account will be retained by and taxable to
Lessor. At the end of the lease term, provided the Lessee has
fulfilled its obligation under the Lease, the deposit will be returned to Lessee
within thirty days of the end of the Lease.
Lessor
and Lessee acknowledge that the security deposit amount is the amount of the
monthly rent in year 10 of the Initial Term. In the event the rent
schedule is changed pursuant to paragraph b above, Lessor and Lessee agree
that
the security deposit shall be recalculated based upon the adjusted rent schedule
so that it is equal to a month’s rent in year 10 of the Initial Term and such
recalculation shall be included in the Second Addendum to Lease, as provided
at
paragraph 6 (c).
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(e) Existing
Leases. Paragraph 37 (f) of the Lease dated March 1,
2007 is deleted in it entirety and in lieu thereof the following is
substituted:
(f) Termination
Agreements in the form of Exhibit D signed by the Lessees of the Existing
Leases, excepting therefrom termination of the lease with ▇▇▇▇▇▇▇▇ Engine
Filtration, LLC.
(f) The
next to the last
paragraph of Paragraph 37 of the Lease dated March 1, 2007 is deleted in it
entirety and in lieu thereof the following is substituted:
Lessor
shall assign to Lessee all of its right, title and interest in and to that
certain lease with ▇▇▇▇▇▇▇▇ Engine Filtration, LLC to a portion of the Premises
occupied by it pursuant to its lease with Lessor, attached hereto as part of
Exhibit B.
(g) Notices. Paragraph
30 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu
thereof the following is substituted:
30. NOTICES: Unless
otherwise designated by like notice in writing by either party to the other,
notices required herein shall be sent by registered or certified mail or by
express overnight delivery as follows:
To
Lessor:
Agracel, Inc
Attention: R. ▇▇▇▇ ▇▇▇▇▇▇▇
P.O.
Box
1107
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
▇▇▇▇▇
To
Lessee: The
GSI Group, Inc.
Attention:
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Notices
so mailed or delivered shall be deemed duly given upon deposit with the U.S.
Postal service or overnight courier, as applicable, postage or delivery fee
prepaid, addressed as above indicated.
(h) Option
Price. Paragraph 39 of the Lease dated March 1, 2007 is
amended by adding the following as an additional paragraph after the last
paragraph of Paragraph 39:
Anything
herein to the contrary notwithstanding, the Option Price as herein defined
shall
be reduced the amount determined in the appraisal process as attributable to
the
value of the Additional Real Estate.
6. Contingencies. Anything
herein to the contrary notwithstanding, the obligations of Lessor and Lessee
hereunder are contingent upon the occurrence of the following:
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a. within
15 days after
the date of this First Addendum to Lease, the Lessor providing Lessee
with a completed set of plans and specifications for the construction of
the Building Addition and the Lessor and Lessee signing a written
memorandum approving of such plans and specifications (“Expansion
Plans”).
b. within
15 days after
the date of this First Addendum to Lease, the Lessor providing Lessee with
the
cost to construct the Building Addition pursuant to the plans and specification,
which cost shall not exceed $3,600,000 unless otherwise agreed, and the Lessor
and Lessee signing a memorandum agreeing to such cost to construct the Building
Addition (“Construction Cost”).
c. within
15 days after
the date of this First Addendum to Lease, the Lessor and Lessee signing a Second
Addendum to Lease to which will be attached and made a part thereof the
Expansion Plans and the Construction Cost memorandum. In the event
the Construction Cost varies from $3,600,00, the Second Addendum to Lease shall
also state the rent calculated in accordance with paragraph 5(b)2(iv) hereof
and
shall state the security deposit calculated in accordance with paragraph 5(d)
hereof. The Second Addendum to Lease shall also include such other
matters as the parties mutually agree are necessary to fully and correctly
state
their agreement with regard to the construction and leasing of the Building
Addition.
In
all other respects the Lease dated
March 1, 2007 is ratified and confirmed.
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LESSEE:
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LESSOR:
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THE
GSI GROUP, INC.
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AGRACEL,
INC.
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a
Delaware corporation
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an
Illinois corporation
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By:/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By:
/s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇
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Its:
Chairman and CEO
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Its:
President
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ATTEST:
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ATTEST:
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By:/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Its:
VP Operations
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Its:
Secretary
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Exhibit
B
Legal
Description of Additional Real Estate
Part
of
the Southwest Quarter of Section 33, Township 13 North, Range 2 West of the
Third Principal Meridian, described more particularly as follows:
Commencing
at a disk marking the West One Quarter corner of the aforementioned Section
33,
thence South 01 degrees 02 minutes 25 seconds East along the section line a
distance of 657.15 feet, thence South 89 degrees 18 minutes 26 seconds East
a
distance of 42.07 feet to an iron pin on the East Right-of-Way line of S.B.I.
Route 48, said pin marks the true Point of Beginning, thence continuing South
89
degrees 18 minutes 26 seconds East a distance of 828.25 feet, thence South
02
degrees 04 minutes 23 seconds East a distance of 700.90 feet to an iron pipe
marking the beginning of a 150.00 foot radius curve to the left, thence
Northwesterly 229.43 feet along said curve whose long chord bears North 45
degrees 53 minutes 25 seconds West for a distance of 229.43 feet to an iron
pipe, thence North 89 degrees 42 minutes 27 seconds West a distance of 694.52
feet to an iron pipe on the East Right-of-Way line of S.B.I. Route 48, thence
North 01 degrees 00 minutes 32 seconds West along said Right-of-Way line a
distance of 562.43 feet to the true Point of Beginning. Said parcel
contains 10.801 acres, more or less. All in the County of Christian,
State of Illinois.
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