EXHIBIT 11.4 LEASE AGREEMENT
LEASE
In consideration of the covenants herein contained, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇,
Middlesex County, Massachusetts, a proprietorship, hereinafter called LESSOR,
does hereby lease to ULTRATECH STEPPER, INC., a Delaware Corporation having an
office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called
LESSEE, the following described premises, hereinafter called the leased
premises: a building known as ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
containing approximately 65,240 rentable square feet, and as shown on the
attached plan prepared by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Associates, Inc., together with the
exclusive right to use the parking lot on the property as shown on the attached
plan entitled "site layout" and parking plan entitled Exhibit D. The premises is
located on Lot 36 which is located in and forms a part of the North Wilmington
Industrial Park as shown on the attached plan entitled Exhibit B.
TO HAVE AND HOLD the leased premises for a term of five (5) years commencing on
January 1, 2000 ("commencement date") and ending on December 31, 2004
("expiration date") unless sooner terminated as herein provided. LESSOR and
LESSEE now covenant and agree that the following terms and conditions shall
govern this lease during the term hereof and for such further time, as LESSEE
shall hold the lease premises.
1. RENT. LESSEE shall pay to LESSOR base rent at the rate of
$472,990.00 U.S. dollars per year drawn on a U.S. bank, payable in
advance in monthly installments of $39,415.83 on the first day in each calendar
month in advance, for lease year ONE (1)
$472,990.00 U.S. dollars per year drawn on a U.S. bank, payable in
advance in monthly installments $39,415.83 on the first day in each calendar
month in advance, for lease year TWO (2)
$554,540.00 U.S. dollars per year drawn on a U.S. bank, payable in
advance in monthly installments of $46,211.66 on the first day in each calendar
month in advance, for lease year THREE (3)
$554,540.00 U.S. dollars per year drawn on a U.S. bank, payable in
advance in monthly installments $46,211.66 on the first day in each calendar
month in advance, for lease year FOUR (4)
$570,850.00 U.S. dollars per year drawn on a U.S. bank, payable in
advance in monthly installments $47,570.83 on the first day in each calendar
month in advance, for lease year FIVE (5)
the first monthly payment to be made upon LESSEE's execution of this lease,
including payment in advance of appropriate fractions of a monthly payment to
be of a monthly payment for any portion of a month at the commencement or end
of said lease term. All payments shall be made to the LESSOR or agent at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as LESSOR shall
from time to time in writing designate.
2. SECURITY DEPOSIT. INTENTIONALLY OMITTED
3. USE OF PREMISES. LESSEE's use of the leased premises shall include
any configuration of a.) all lawful general office purposes, b.) all lawful
light industrial purposes, c.) all lawful light manufacturing and light assembly
purposes, d.) electronics, semiconductor capital equipment manufacturing and e.)
all lawful purposes related to the business operations of LESSEE.
4. ADDITIONAL RENT. LESSEE shall pay to LESSOR as additional rent all
real estate taxes levied against the land and building of which the leased
premises are a part and those common area maintenance (CAM) charges as set forth
in Exhibit E which is incorporated herein by reference. LESSEE shall make
payment within thirty (30) days of written notice from LESSOR that such taxes
are payable, and any additional rent shall be prorated should the lease
terminate before the end of any tax year.
5. UTILITIES. LESSEE shall pay all charges for any electricity and gas
used on the leased premises, provided that gas and electric meters have been
installed by LESSOR. LESSEE shall pay LESSOR for all water and sewer use as
determined by LESSOR either by a separate water meter serving the leased
premises, or as a proportionate share of water and sewer charges for the entire
building of which the leased premises are a part if not separately metered, and
LESSEE shall pay LESSOR a proportionate share of any other fees and charges
relating in any way to water or sewer use at the building. No plumbing,
construction or electrical work of any type shall be done without LESSOR's prior
written approval and appropriate municipal permit.
6. COMPLIANCE WITH LAWS. LESSOR represents that the leased premises are
currently in compliance with all applicable statutes, regulations, ordinances
and bylaws. LESSEE acknowledges that no trade, occupation, activity
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or work shall be conducted in the leased premises or use made thereof which may
be unlawful, improper, offensive, or contrary to any applicable statute,
regulation, ordinance or bylaw. LESSEE shall keep all LESSEE's employees working
in the leased premises covered with Worker's Compensation Insurance and shall
obtain any licenses and permits necessary for LESSEE's use. LESSEE shall be
responsible for causing the leased premises and any alterations by LESSEE which
are allowed hereunder to be in full compliance with any applicable statute,
regulation, ordinance or bylaw.
7. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the
leased premises, or of the property of which they are a part be substantially
damaged by fire or other casualty, or be taken by eminent domain, LESSOR may
elect to terminate this lease. When such fire, casualty, or taking renders the
leased premises substantially unsuitable for LESSEE's intended use, a just and
proportionate abatement of rent shall be made, and LESSEE may elect to terminate
this lease unless: (a) within thirty (30) days of such fire, casualty or taking
LESSOR provides written notice to Lessee of its intention to restore the leased
premises or (b) LESSOR fails to restore the leased premises to a condition
substantially suitable for their intended use within ninety (90) days of said
fire, casualty or taking. LESSOR reserves all rights for damages or injury to
the leased premises for any taking by eminent domain, except for damage to
Lessee's property or equipment. A just and proportionate abatement of rent shall
be made for any period of time for which Lessee is unable to utilize all or any
portion of the leased premises. For the purpose of this section 7, a
"substantial portion" of the leased premises shall mean more the 50% of the
building. If less, Lessor shall have an obligation to promptly repair and
restore the leased premises.
8. MAINTENANCE OF PREMISES. LESSOR will be responsible for the
structural (including the roof and exterior facade of the building) maintenance
of the leased premises. LESSOR at LESSEE'S expense shall be responsible for the
normal day time maintenance of all sprinklers, plumbing, septic and electrical
wiring, but specifically excluding damaged caused by the careless, malicious,
willful, or negligent acts of LESSEE or others, chemical, water or corrosion
damage from any source, and maintenance of any non "building standard" leasehold
improvements. LESSEE at LESSEE's expense shall be responsible for the
maintenance of all heating and cooling equipment. LESSEE agrees to maintain at
its expense all other aspects of the leased premises in the same condition as
they are at the commencement of the term or as they may be put in during the
term of this lease, normal wear and tear and damage by fire or other casualty
only excepted, and whenever necessary, to replace light bulbs, plate glass and
other glass therein, acknowledging the leased premises are now in good order and
the light bulbs and glass whole. LESSEE will properly control or vent all
solvents, degreasers, smoke, odors, etc. and shall not cause the area
surrounding the leased premises to be in anything other than a neat and clean
condition, depositing all waste in appropriate receptacles. LESSEE shall be
solely responsible for any damage to plumbing equipment, sanitary lines, or any
other portion of the building which results from the discharge or use of any
acid or corrosive substance by LESSEE. LESSEE shall not permit the leased
premises to be overloaded, damaged, stripped or defaced, not suffer any waste,
and will not keep animals within the leased premises. If the leased premises
include any wooden mezzanine type space, the floor capacity of such space is
suitable only for office use, light storage or assembly work. If the leased
premises are carpeted or partially carpeted, LESSEE will protect carpet with
plastic or masonite chair pads under any rolling chairs. Unless heat is provided
at LESSOR's expense, LESSEE shall maintain sufficient heat to prevent freezing
of pipes or damage. Any increase in air conditioning equipment or electrical
capacity, or any installation and/or maintenance of equipment which is
necessitated by some specific aspect of LESSEE's use of the leased premises
shall be at LESSEE's expense. All maintenance provided by LESSOR shall be during
LESSOR's normal business hours except in a case of emergency.
9. ALTERATIONS. LESSEE shall not make structural alterations or
additions of any kind to leased premises, but may make nonstructural alterations
provided LESSOR consents thereto in writing, which consent shall not be
unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing,
Lessee may make nonstructural alterations, which cost less than $10,000.00
without Lessor's consent. All such allowed alterations shall be at LESSEE's
expense and shall conform to LESSOR's construction specifications. LESSOR shall
respond to LESSEE's request for consent within three (3) days of the request. If
LESSOR provides any services or maintenance for LESSEE in connection with such
alterations or otherwise under this lease, any just invoice will be promptly
paid. LESSEE shall not permit any mechanics' liens, or similar liens, to remit
upon the leased premises in connection with work of any character performed or
claimed to have been performed at the direction of LESSEE and shall cause any
such lien to be released or removed forthwith without cost to LESSOR. Any
alterations or additions shall become part of the leased premises and the
property of LESSOR. LESSEE shall have the right to remove same provided that any
resultant damage is restored or repaired prior to the termination hereof.
LESSEE's trade fixtures and equipment are the property of LESSEE as set forth in
Exhibit A. Any alterations completed by LESSOR shall be LESSOR's "building
standard" unless noted otherwise. LESSOR shall have the right at any time to
change the arrangement of parking areas, stairs, walkways or other common areas
of the
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building of which the leased premises are a part provided such changes do not
affect access or use of the leased premises.
10. ASSIGNMENT OR SUBLEASING. LESSEE shall not assign this lease or
sublet or allow any other firm or individual to occupy the whole or any part of
the leased premises without LESSOR's approval which shall not be unreasonably
withheld, conditioned or delayed. LESSOR will respond to LESSEE's request with
ten (10) days. LESSOR shall not be able to with hold approval for assignment or
sublet based on the fact that LESSOR has prime space within the park available
for lease. Notwithstanding such assignment or subleasing, LESSEE shall remain
liable to LESSOR for the payment of all rent and for the full performance of the
covenants and conditions of this lease. LESSEE shall reimburse LESSOR promptly
for reasonable legal and administrative expenses incurred by LESSOR in
connection with any consent requested hereunder by LESSEE. Such approval shall
not be required if such assignment or sublease is to a parent, subsidiary or
other organization affiliated with LESSEE. In the event such assignment or
sublease shall result in excess profits after reasonable administrative expenses
have been deducted, such profits shall be split equally between LESSEE and
LESSOR. Said administrative costs shall not include vacancy, promotional
materials, A & E fees, permits or commissions that are related to said sublease.
11. SUBORDINATION. This lease shall be subject and subordinate to any
and all mortgages and other instruments in the nature of a mortgage, now or at
any time hereafter, and LESSEE shall, when requested, promptly execute and
deliver such written instruments as shall be necessary to show the subordination
of this lease to said mortgages or other such instruments in the nature of a
mortgage. Notwithstanding the foregoing Lessor shall obtain a non-disturbance
agreement from all current mortgagees and as a condition to the subordination of
the lease to future mortgagees. The substance of the agreements shall be that
the relevant lender agrees to recognize Lessee's right under the lease. Lessor
and Lessee shall execute a Memorandum of Lease in recordable form, which Lessee
shall record with the county clerk's office.
12. LESSOR'S ACCESS. LESSOR or agents of LESSOR may at any reasonable
time enter to view the leased premises, to make repairs and alterations as
LESSOR should elect to do for the leased premises, the common areas or any other
portions of the building of which the leased premises are a part, to make
repairs which LESSEE is required but has failed to do, and to show the leased
premises to others. LESSOR agrees to give 24-hour notice except for making
emergency repairs and be subject to LESSEE's security requirements. LESSOR's
access for marketing and leasing purposed shall be limited to the last six (6)
months of the lease term or as soon as LESSEE has given notice of its intention
to vacate.
13. SNOW REMOVAL. The plowing of snow from all roadways, access ways and
unobstructed parking and loading areas shall be the sole responsibility of
LESSOR at the sole expense of LESSEE. The control of snow and ice on all steps
serving the leased premises and all other areas not readily accessible to plows
shall be the sole responsibility of LESSEE. Notwithstanding the foregoing,
however, LESSEE shall hold LESSOR harmless from any and all claims by LESSEE's
agents, representatives, employees, callers or invitees for damage or personal
injury resulting from LESSEE's failure to maintain same in a safe condition.
14. ACCESS AND PARKING. LESSEE shall have the exclusive right without
additional charge to use parking facilities on the leased premises in common
with others entitled to the use thereof. Said parking areas plus any stairs,
walkways, or other common areas shall in all cases by considered a part of the
leased premises, or LESSEE's employees, agents, callers, invitees or security
services for the leased premises. LESSEE will not obstruct in any manner any
portion of the building or the walkways or approaches to said building, and will
conform to all rules and regulations now or hereafter made by LESSOR for
parking, and for the care, use, or alteration of the building, its facilities
and approaches. LESSEE further warrants the LESSEE will not permit any employee
or visitor to violate this or any other covenant or obligation of LESSEE. No
unattended parking will be permitted between 7:00 PM and 7:00 AM without
LESSOR's prior written approval, and from December 1 through March 31 annually,
such parking shall be permitted only in those areas specifically designated for
assigned overnight parking. Unregistered or disabled vehicles, or storage
trailers of any type, may not be parked at any time. LESSOR may tow, at LESSEE's
sole risk and expense, any misparked vehicle belonging to LESSEE or LESSEE's
agents, employees, invitees or callers, at any time. LESSOR shall not be
responsible for providing any security services for the leased premises.
15. LESSEE'S LIABILITY AND INSURANCE. Except for death, personal
injuries, or property damage directly resulting from the negligence of the
LESSOR. LESSEE shall be solely responsible as between LESSOR and LESSEE for
deaths or personal injuries to all persons whomsoever occurring in or on the
leased premises (including any
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extension thereof) from whatever cause arising and damage to property to
whomsoever belonging arising out of the use, control, condition or occupation
of the leased premises by LESSEE. LESSEE agrees to indemnify and save
harmless LESSOR from any and all liability, including but not limited to
expenses, damage, causes of action, suits, claims or judgments caused by or
in any way growing out of any matters aforesaid, except for death, personal
injuries or property damage directly resulting for the sole negligence of
LESSOR. LESSEE will secure and carry at its own expense a comprehensive
general liability policy insuring LESSEE and LESSOR against any claims based
on bodily injury (including death) or property damage arising out of the
condition of the leased premises or their use by LESSEE, such policy to
insure LESSEE and LESSOR against any claim up to One Million ($1,000,000)
dollars in the case of any one accident involving bodily injury (including
death), and up to One Million ($1,000,000) Dollars against any claim for
damage to property. LESSOR shall be included in each such policy as
additional insureds. LESSEE will file with LESSOR prior to occupancy
certificates and any applicable riders or endorsements showing that such
insurance is in force, and thereafter will file renewal certificates prior to
the expiration of any such policies. All such insurance certificates shall
provide that such policies shall not be canceled without at least ten (10)
days prior written notice to each insured. In the event LESSEE shall fail to
provide or maintain such insurance at any time during the term of this lease
then LESSOR may elect to contract for such insurance at LESSEE's expense.
LESSEE shall maintain contractual and comprehensive general liability
insurance, including public liability and property damage, with a minimum
confined single limit of liability of One Million ($1,000,000) Dollars for
personal injuries or deaths of persons occurring in or abut the building and
leased premises.
Each party waives claims arising in any manner in its ("Injured
Party's") favor and against the other party for loss or damage to Injured
Party's property located within or constituting a part or all of the building.
This waiver applies to the extent the loss or damage is cover by:
(i) the Injured Party's insurance; or
(ii) the insurance the Injured Party is required to carry under
this lease, which ever is greater.
The waiver also applies to each party's directors, officers, employees,
shareholders, and agents. The waiver does not apply to claims caused by a
party's willful misconduct.
16. FIRE INSURANCE. LESSEE shall not permit any use of the leased
premises which will adversely affect or make voidable any insurance on the
property of which the leased premises are a part, or on the contents of the said
property, or which shall be contrary to any law or regulation from time to time
established by the Insurance Services Office (or successor), local Fire
Department, LESSOR's insurer, or any similar body. LESSEE shall on demand
reimburse LESSOR, and all other tenants, all extra insurance premiums caused by
LESSEE's use of the leased premises. LESSEE shall not vacate the leased premises
or permit it to be unoccupied other than during LESSEE's customary non-business
days of hours.
17. BROKERAGE. Each party hereby warrants and represents to the other
that it has not utilized, the services of any broker or finder with respect to
this lease. Each party shall hold harmless and indemnify the other against any
brokerage claims for commissions or similar fees from any person.
18. SIGNS. LESSOR authorizes, and LESSEE at LESSEE's expense agrees to
erect, signage for the leased premises in accordance with LESSOR's building
standards for style, size, location. etc. LESSEE shall obtain the prior written
consent of LESSOR before erecting any sign on the leased premises, which consent
shall include approval as to size, wording, design and location. LESSOR may
remove and dispose of any sign not approved erected or displayed in conformance
with this lease.
19. DEFAULT AND ACCELERATION OF RENT. In the event that: (a) LESSEE
shall default in the observance or performance of any of LESSEE's covenants,
agreements, or obligations hereunder, other than substantial monetary payments
as provided below, and such default shall not be corrected within twenty (20)
days after written notice thereof, or (b) LESSEE vacates the leased premises,
then LESSOR shall have the right thereafter, while such default continues and
without demand or further notice, to re-enter and take possession of the leased
premises, to declare the term of this lease ended, and to remove LESSEE's
effects, without being guilty of any manner of trespass, provided such LESSOR
entry complies with all applicable statutes and without prejudice to any
remedies which might be otherwise used for arrears of rent or other default
shall continue for twenty (20) days after written notice thereof, and, because
both parties agree that nonpayment of said sums when due is substantial breach
of the lease, and, because the payment of rent in monthly installments is for
the sole benefit and convenience of LESSEE, then in addition to the foregoing
remedies the entire balance of rent which is due hereunder shall become
immediately due and payable as liquidated damages. LESSOR, without being under
any obligation to do so and without thereby waving any default may remedy same
for the
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account and at the expense of LESSEE. If LESSOR pays or incurs any obligations
payment of money in connection therewith, such sums paid or obligations incurred
plus interest and costs, shall be paid to LESSOR by LESSEE as additional rent.
Any sums received by LESSOR from or on behalf of LESSEE at any time shall be
applied first to any unamortized improvements completed for LESSEE's occupancy,
then to offset any outstanding invoice or other payment due to LESSOR, with the
balance applied to outstanding rent. LESSEE agrees to pay reasonable attorney's
fees and/or administrative costs incurred by LESSOR in enforcing any or all
obligations of LESSEE under this lease at any time provided that LESSOR is the
prevailing party. LESSEE shall pay LESSOR interest at the rate of eighteen (18%)
percent per annum on any payment from LESSEE to LESSOR which is past due.
20. NOTICE. Any notice from LESSOR to LESSEE relating to the leased
premises or to the occupancy thereof shall be deemed duly served when served by
constable, or sent to the leased premises by certified mail, return receipt
requested, postage prepaid, addressed to LESSEE. Any notice from LESSEE to
LESSOR relating to the leased premises or to the occupancy thereof shall be
deemed duly served when served by constable, or delivered to LESSOR by certified
mail, return receipt requested, postage prepaid, addressed to LESSOR at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at LESSOR's last designated address. No
oral notice or representation shall have any force or effect. Time is of the
essence in service of any notice.
21. OCCUPANCY. In the event that LESSEE takes possession of said leased
premises prior to the start of said term, LESSEE will perform and observe all of
LESSEE's covenants from the date upon which LESSEE takes possession except for
the obligation for the payment of extra rent for any period less than one month.
LESSEE shall not remove any goods or property from the leased premises other
than in the ordinary and usual course of business, without having first paid and
satisfied LESSOR for all rent which may become due during the entire term of
this lease. In the event that LESSEE continues to occupy or control all or any
part of the leased premises after the agreed termination of this lease without
the written permission of LESSOR, then LESSEE shall be liable to LESSOR for any
and all loss, damages or expenses incurred by LESSOR, and all other terms of
this lease shall continue to apply except that the rent shall be due in full
monthly installments at a rate of two hundred (200) percent of that which would
otherwise be due under this lease, it being understood between the parties that
such extended occupancy is as a tenant as sufferance and is solely for the
benefit and convenience of LESSEE and as such has greater rental value. LESSEE's
control of occupancy of all or any part of the leased premises beyond noon on
the last day of the monthly rental period shall constitute LESSEE's occupancy
for an entire additional month, and increased rent as provided in this section
shall be due and payable immediately in advance. LESSOR's acceptance of any
payments from LESSEE during such extended occupancy shall not alter LESSEE's
status as a tenant at sufferance.
22. FIRE PREVENTION. LESSEE agrees to use every reasonable precaution
against fire and agrees to provide and maintain approved, labeled fire
extinguishers, emergency lighting equipment, and exit sign and complete any
other modifications within the leased premises as required or recommended by the
Insurance Services Office (or successor organization), OSHA, the local Fire
Department, or any similar body.
23. OUTSIDE AREA. No goods, equipment, or things of any type or
description shall be held or stored outside the leased premises at any time
without prior written consent from LESSOR. Any goods, equipment or things left
outside the leased premises without LESSOR's prior written consent shall be
deemed abandoned and may be removed at LESSEE's expense without notice by
LESSOR. A single ten-yard capacity dumpster is hereby authorized for the
disposal of trash, provided that the location of said receptacle is approved by
LESSOR.
24. ENVIRONMENT. LESSEE will so conduct and operate its business within
the leased premises as not to interfere in any way with the use and enjoyment of
their portions of the same or neighboring buildings by others by reason of
odors, smoke, smells, noise, pets, accumulation of garbage or trash, vermin or
other pests, or otherwise, and will at its expense employ a professional pest
control service if necessary. LESSEE agrees to maintain efficient and effective
devices for preventing damage to heating equipment from solvents, degreasers,
cutting oils, propellants, etc. which may be present at the leased premises.
Except for small quantities of normal cleaning or other solvent typically
associated with office uses no hazardous materials or wastes shall be stored,
disposed of, or allowed to remain at the leased premises at any time, and LESSEE
shall be solely responsible for any and all corrosion or other damage associated
with the use, storage and/or disposal of same by LESSEE.
Lessor shall have the right upon reasonable notice to Lessee to inspect
the demised premises with regard to any materials being used by Lessee in its
business operation and with respect to any wastes being generated as a result of
use of those materials for the purpose of ascertaining whether environmentally
hazardous conditions exist at the demised premises as result of use by Lessee of
certain materials in its business operation.
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If Lessor determines in her reasonable judgment that hazardous wastes
are being generated by Lessee at the subject premises, then, in that event,
Lessor shall notify Lessee forth with of that fact and Lessee shall be obligated
to engage the services of a recognized and certified environmental firm for the
purpose of performing a 21E and/or other environmental study in order to
determine the extent of contamination which has occurred at the demised
premises. It shall be Lessee's responsibility to pay for the services of the
environmental firm with regard to the aforementioned study and Lessee and Lessor
shall mutually agree upon the identity of the environmental firm, which is going
to conduct the 21E and/or other environmental study. Notwithstanding the
foregoing, Lessor recognizes that Lessee may use and store on site certain
controlled and hazardous substances (a list of these substances incorporated
herein by reference entitled Exhibit F) in the ordinary course of business and
such continued use will at all times be permitted subject to all local, state
and federal laws.
25. RESPONSIBILITY. Neither LESSOR or OWNER shall be held liable to
anyone for loss or damage caused in any way by the use, leakage, seepage or
escape of water from any source, or for the cessation of any service rendered
customarily to said premises or buildings, or agreed to by the terms of this
lease, due to any accident, the making of repairs, alterations and/or
improvements, labor difficulties, weather conditions, mechanical breakdowns,
trouble or scarcity in obtaining fuel, electricity, service or supplies from the
sources from which they are usually obtained for said building or any cause
beyond LESSOR's immediate control.
26. SURRENDER. LESSEE shall at the termination of this lease remove all
of the LESSEE's goods and effects from the leased premises. LESSEE shall deliver
to LESSOR the leased premises and all keys and locks thereto, all fixtures and
equipment connected therewith, except for Lessee's trade fixtures and equipment
and all alterations, additions and improvements made to or upon the leased
premises, whether completed by LESSEE, LESSOR or others, including but not
limited to any offices, partitions, window blinds, floor coverings (including
computer floors), plumbing and plumbing fixtures, air conditioning equipment and
ductwork of any type, exhaust fans or heaters, water coolers, burglar alarms,
telephone wiring, telephone equipment, air or gas distribution piping,
compressors, overhead cranes, hoists, trolleys or conveyors, counters, shelving
or signs attached to walls or floors, all electrical work, including but not
limited to lighting fixtures of any type, wiring, conduit, EMT, transformers,
distribution panels, bus ducts, raceways, outlets and disconnects, and
furnishings or equipment which have bolted, welded, nailed, screwed, glued or
otherwise attached to any wall, floor or ceiling, or which have been directly
wired to any portion of the electrical system or which have been plumbed to the
water supply, drainage or venting systems serving the leased premises. LESSEE
shall deliver the leased premises sanitized from chemicals or other contaminants
introduced by Lessee, and broom clean and in the same condition as they were at
the commencement of this lease or any prior lease between the parties of the
leased premises, or as they were modified during said term with LESSOR's written
consent reasonable wear and tear and damage by fire or other casualty or for
which Lessee has no repair obligation hereunder excepted. In the event of
LESSEE's failure to remove any of LESSEE's property from the leased premises
upon termination of the lease, LESSOR is hereby authorized, without liability to
LESSEE for loss or damage thereto, and at the sole risk of LESSEE, to remove and
store any such property at LESSEE's expense, or to retain same under LESSOR's
control, or to sell at public or private sale (without notice), any or all of
the property not so removed and to apply the net proceeds of such sale to the
payment and sum due hereunder, or to destroy such abandoned property. In no case
shall the leased premises be deemed surrendered to LESSOR until the termination
date provided herein or such other date as may be specified in a written
agreement between the parties, notwithstanding the delivery of any keys to
LESSOR.
27. GENERAL. (a) The invalidity or unenforceability of any provision of
this lease shall not affect or render invalid or unenforceable any other
provision hereof. (b) The obligations of this lease shall run with the land, and
this lease shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that LESSOR be liable only
for obligations occurring which LESSOR, or master LESSEE of the premises. (c)
Any action or proceeding arising out of the subject matter of this lease shall
be brought by LESSEE within one year after the cause of action has occurred and
only in a court of the Commonwealth of Massachusetts. (d) If LESSOR is acting
under or as agent for any trust or corporation, but not upon any trustee,
officer, director, shareholder, or any beneficiary of the trust or corporation
individually. (e) If LESSOR is not the OWNER of the leased premises, LESSOR
represents that said OWNER has agreed to be bound by the terms of this lease
unless LESSEE is in default hereof. (f) This lease is made and delivered in the
Commonwealth of Massachusetts, and shall be interpreted, construed, and enforced
in accordance with the laws thereof. (g) This lease was the result of
negotiations between parties of equal bargaining strength, and when executed by
both parties shall constitute the entire agreement between said parties. No
other oral or written representation shall have any effect hereon, and this
agreement may not be altered, extended or amended except by written agreement
attached hereto or as otherwise provided herein. (h) Notwithstanding any other
statements herein, LESSOR makes no warranty, express or implied, concerning the
suitability of the leased premises for LESSEE's intended use. (i) LESSEE
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agrees that if LESSOR does not deliver possession of the leased premises as
herein provided for any reason, LESSOR shall not be liable for any damages to
LESSEE for such failure, but LESSOR agrees to use reasonable efforts to deliver
possession to LESSEE at the earliest possible date, and a proportionate
abatement of rent for such time as LESSEE may be deprived of possession of said
leased premises shall be LESSEE's sole remedy. (j) Neither the submission of
this lease form, nor the prospective acceptance of the security deposit and/or
rent shall constitute a reservation of or option for the leased premises, or an
offer to lease, it being expressly understood and agreed that this lease shall
not bind either party in any manner whatsoever until it has been executed by
both parties. (k) LESSEE shall not be entitled to exercise any option contained
herein if LESSEE is in default of any terms or conditions hereof beyond the
applicable notice or grace periods. (l) The headings in this lease are for
convenience only and shall not be considered part of the terms hereof. (m) No
endorsement by LESSEE on any check shall bind LESSOR in any way.
28. SECURITY AGREEMENT. INTENTIONALLY DELETED
29. WAIVERS, ETC. No consent or waiver, express or implied, by LESSOR,
to or of any breach of any covenant, condition or duty of LESSEE shall be
construed as a consent or waiver to or of any other breach of the same or any
other covenant, condition or duty. If LESSEE is several persons, several
corporations or a partnership, LESSEE's obligations are joint or partnership and
also several. Unless repugnant to the context, "LESSOR" and "LESSEE" mean the
person or persons, natural or corporate, named above as LESSOR and as LESSEE
respectively, and their respective heirs, executors, administrators, successors
and assigns.
30. QUIET ENJOYMENT. LESSEE shall reasonably and quietly have, hold and
enjoy the premises for the term hereof without hindrance or molestation from
LESSOR, provided LESSEE is not in arrears of any rent or invoice payment and is
in full compliance with all terms, conditions and obligation provided herein.
31. ADDITIONAL PROVISIONS: (a) Lessee its employees and agents shall
have access to the leased premises twenty for (24) hours per day, seven (7) days
per week. (b) Lessee shall have the right at its sole expense, in its own name
or in the name of Lessor, to make and prosecute application(s) for abatement of
real estate taxes or appeals for correction of assessment, Lessor agrees to
cooperate fully with Lessee in this regard; provided, however, that Lessor shall
not be required to provide, and Lessee shall not utilize any information about
other properties owned by Lessor. (c) Lessee's access to the roof is limited to
maintenance of HVAC equipment serving the leased premises. Lessee further agrees
that no other work shall be carried on or any other equipment installed on the
roof without the prior written consent of Lessor. Lessee shall be fully
responsible for, and agrees to indemnify and hold Lessor harmless from, any
property damage and personal injury associated in any way with the activities of
Lessee and Lessee's agents, employees and contractors on the roof and/or the
location installation or maintenance of Lessee's equipment on the roof
including, but not limited to, damage to watertight integrity of the roof and
the roof membrane from whatever cause.
32. LESSEE shall have the option to extend the lease for two (2)
additional five (5) year terms upon the same terms and conditions of this lease
except that the rent shall be based upon a CPI increase in accordance with the
procedure attached hereto as Exhibit G. LESSEE must give LESSOR six (6) months
written notice of its intention to exercise these options to extend.
IN WITNESS WHEREOF, LESSOR AND LESSEE have hereunto set their hands and
common seals and intend to be legally bound hereby this 28TH day of December
1999.
LESSOR: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ LESSEE:
By: /s/▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- Chief Financial Officer
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[Ultratech Stepper, Inc logo] Ultratech Stepper
EXHIBIT A
ULTRATECH STEPPER TRADE FIXTURES
24 September 1999
50 HZ. Generator M/n 50PF-303H S/n 90501
Air Handler ▇▇▇▇ ▇ ▇▇▇▇ & ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇ Demo & Apps RTU
Air Handler ▇▇▇▇ ▇ ▇▇▇(▇▇▇▇) ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇(Plab) Ceiling
Alarm (Honeywell) Vector 300 AS/PS3-BFS-2
CDA-Compressor 1 m/n 705 s/n 5-78-s94
CDA-Compressor 2 m/n 242-5c3 s/n 30T-504075
CDA-Compressor 3 m/n 705 s/n 5-A-128-Z88
▇▇▇▇▇ Lift m/n SP 30 s/n ▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ Sys.-Trane m/n RTAA1304 s/n U92F09623
Chilled Water Distribution 6 pump sets
DI Water System m/n HP-1200 W5A242419
DI Water System m/n ZWIp00150 s/n 96020
Energy Mgmt Sys (Computer, VFD and 5 panels)
Environmental ▇▇▇▇▇▇▇▇ Qty 12-20
Fan/Blower Units (Ceiling Mounted) Qty 12
Gas Detection System 10 detectors, 2 panels
Hepa Filters 2x4 (Ceiling) Qty 200
Housekeeping Vacuums Systems Qty 2
Humidifiers Demo & Apps Qty 2
Phone System (w/phones) Meridian
PictureTel m/n 4500ZX s/n 13065
Process Gas Cabinets 6 Units
Process Exhaust System Solvent RTU
Process Exhaust System Acid RTU
Security System m/n GN8DMM9330 s/n 99012103
Security Panels Qty 7
Security Cameras Qty 4 (w/enclosures)
Security Monitor m/n TC215 s/n 16034489
Truck Dock Lift Packaging Dock
UPS Comp Room m/n FE4.3KVA s/n FE43K03526
UPS Phone Room Best FER
Vacuum Syst. Siemens dual water cooled
VFD(MAU) ABB ALS500 s/n 261322
VFD(▇▇▇) ALS501 s/n 185851
VFD (Demo & Apps) ABB ALS500
Voice Mail Meridian
Yale Fork Truck ESC030s45077 s/n N397972
106
▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Industrial & Commercial Development
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇▇▇
TEL: ▇▇▇-▇▇▇▇
[BUILDING PLAN LAYOUT]
NORTH WILMINGTON INDUSTRIAL PARK
EXHIBIT B
EXHIBIT E
COMMON AREA MAINTENANCE CHARGES
Pursuant to Paragraph 4, the CAM charges are defined as the following items:
Landscaping
Snowplowing
Insurance
Septic system maintenance
*HVAC maintenance
*HVAC is being maintained by Lessee at Lessee's expense. Lessee will provide
Lessor with a copy of the service contract.
EXHIBIT G
Rent for the option period shall be increased to the rate computed by dividing
the total rent payable during the year five (5) by the Base index and
multiplying that amount by the Comparison Index. The Terms used herein shall be
defined as follows:
(a) "Price Index" shall mean the Consumer Price Index for all Urban
Consumers, Boston, Massachusetts, All Items-Series A (1967=100) as
published by the Bureau of Labor Statistics of the United States
Department of Labor, or if the publication of said Index shall be
discontinued, any similar statistical Index which may be used in lieu
thereof for the purpose of measuring the cost of living in the Boston
urban area.
(b) "Comparison Index" is defined as the last price index issued during the
initial term of the lease.
(c) "Base Index" shall mean the last Price Index issued prior to the term
commencement date.
107
SITE PLAN
▇▇▇ RESEARCH CORPORATION
LOADING DOCK
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇
[SITE PLAN]
[Seal of the Commonwealth of Massachusetts Professional Engineering ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ Civil No. 35306 Registered]
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------
DATE: 1/9/96
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