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EXHIBIT 10.27
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE ("Amendment") is made and executed as
of December 11, 2000 by and among CORPORATE PROPERTY ASSOCIATES - 7 A CALIFORNIA
LIMITED PARTNERSHIP, a California limited partnership and CORPORATE PROPERTY
ASSOCIATES 8, L.P., A DELAWARE LIMITED PARTNERSHIP, a Delaware limited
partnership (collectively, the "Landlord"), both with an address c/o W. P. Carey
& Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10022 and NALGE
NUNC INTERNATIONAL CORPORATION, a Delaware corporation ("Tenant"), with an
address c/o Sybron International Corporation, d/b/a Apogent Technologies, 10
Pleasant Street, Suite 300, Portsmouth, New Hampshire 03801.
WITNESSETH:
WHEREAS, pursuant to the terms of a certain Lease made as of December
21, 1988, as amended by that certain First Amendment to Lease Agreement dated as
of October 14, 1993 ("Lease"), Landlord leased to Tenant and Tenant leased from
Landlord certain property situate in Penfield, New York (the "Leased Premises");
and
WHEREAS, the parties wish to amend and modify the terms of the Lease
as set forth herein.
NOW, THEREFORE, incorporating the recitals hereinabove set forth by
reference and intending to be legally bound hereby, and in consideration of the
mutual covenants contained herein and other good and valuable consideration, the
receipt whereof is hereby acknowledged, the parties hereto covenant and agree as
follows:
1. Capitalized Terms. Any capitalized terms used herein and not
otherwise defined herein shall have the respective meanings assigned thereto in
the Lease.
2. Paragraph 2 - Financial Covenants. The definition "Financial
Covenants" after the definition "Fair Market Value" contained in Paragraph 2 is
hereby deleted in its entirety.
3. Paragraph 2 - "Guarantor". The party "Sybron Acquisition Company"
contained in the definition of "Guarantor" in Paragraph 2 is hereby deleted and
in lieu thereof, substituted with the party "Sybron International Corporation".
Any references in the Lease to "Sybron Acquisition Company" are hereby deleted
and in lieu thereof, substituted with "Sybron International Corporation".
4. Paragraph 2 - "Guaranty". The definition "Guaranty" contained in
Paragraph 2 is hereby deleted in its entirety and in lieu thereof, substituted
with the following:
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""Guaranty" shall mean the Amended and Restated Guaranty and
Suretyship Agreement dated as of December 11, 2000 from Guarantor to
Landlord."
5. Paragraph 2 - "Loan". The definition "Loan" in Paragraph 2 is
hereby deleted and in lieu thereof, substituted with the following:
""Loan" shall mean any loan made by one or more Lenders to Landlord,
which loan is secured by a Mortgage and an Assignment and evidenced by
a Note, the principal of which shall not exceed eighty (80%) percent
of the then estimated fair market value of the Leased Premises and all
of the premises leased by Landlord under the Other Leases, as
determined by a qualified real estate appraiser selected and relied
upon in good faith by Lender."
6. Paragraph 2 - "Other Leases". The definition "Other Leases" is
hereby deleted in its entirety and in lieu thereof, substituted with the
following:
""Other Leases" shall mean (i) the Lease Agreement dated as of the
date hereof between Landlord, as lessor, and Erie Scientific Company,
as lessee, with respect to certain premises located in Portsmouth, New
Hampshire, and (ii) the Lease Agreement dated as of the date hereof
between Landlord, as lessor, and Barnstead Thermolyne Corporation, as
lessee, with respect to certain premises located in Dubuque, Iowa, as
may be amended or modified from time to time."
7. Paragraph 21 - Notices. The designations for notice for Landlord
and Reed Smith Shaw & McClay LLP contained in Paragraph 21 are hereby deleted in
their entirety and in lieu thereof, substituted with the following:
"if to Landlord, to: Corporate Property Associates 7 -
A California Limited Partnership and
Corporate Property Associates 8, L.P.-
A Delaware Limited Partnership
c/o W. P. Carey & Co., LLC
50 Rockefeller Plaza, 2nd Floor
New York, New York 10020
With a copy to: ReedSmith LLP
2500 One Liberty Place
Philadelphia, PA 19103
Attn: Chairman, Real Estate Department"
The designations for notice for Tenant and Guarantor contained in Paragraph 21
are hereby deleted in their entirety and in lieu thereof, substituted with the
following:
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"and if to Tenant, to: Nalge Company
c/o Sybron International Corporation
d/b/a Apogent Technologies
10 Pleasant Street, Suite 300
Portsmouth, New Hampshire 03801
Attn: Secretary"
"and if to Guarantor, to: Sybron International Corporation
d/b/a Apogent Technologies
10 Pleasant Street, Suite 300
Portsmouth, New Hampshire 03801
Attn: Secretary"
8. Paragraph 27 - Determination of Value. The word "or" after the
punctuation mark "," and before the parenthetical "(C)" contained in the
thirteenth (13th) line of Subparagraph 27(a)(i) of the Lease is hereby deleted.
The following phrase is hereby inserted after the word "hereof" and before the
punctuation mark "," contained in the seventeenth (17th) line of Subparagraph
27(a)(i):
"or (D) Tenant provides Landlord with notice of Tenant's intention to
purchase the Leased Premises pursuant to Paragraph 32"
9. Paragraph 28 - Option to Purchase. Paragraph 28(a) is hereby
deleted in its entirety and in lieu thereof, substituted with the following:
"(a) Landlord does hereby give and grant to Tenant the option to
purchase the entire Leased Premises on any date (the "Option Purchase
Date") between June 1, 2008 and May 31, 2009 selected by Tenant upon
not less than sixty (60) days prior written notice to Landlord and
upon payment of the Purchase Price (as defined in the last paragraph
of this Paragraph 28(a)). Tenant must exercise its option to purchase
the Leased Premises by giving Landlord written notice of Tenant's
intention to purchase the Leased Premises no later than one hundred
eighty (180) days prior to December 1, 2007."
10. Paragraph 31 - Subordination. The first full sentence of Paragraph
31 is hereby deleted in its entirety and in lieu thereof, substituted with the
following:
"At Landlord's election, this Lease shall become and thereafter remain
subject and subordinate to any and all mortgages, charges or deeds of
trust affecting the Leased Premises which may be executed and placed
on public record on or after the date of this Lease, or any renewals,
modifications, consolidations, supplements, replacements or extensions
thereof, for the full amount of all advances made or to be made
thereunder and without regard to the time or character of such
advances, so long as the Lender holding the security instrument to
which this Lease is to be
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subordinated agrees that it will recognize Tenant's rights under this
Lease and not disturb its quiet possession of the Leased Premises as
long as no Event of Default has occurred and is continuing hereunder,
and provided that any such mortgage, charge or deed of trust shall
with respect to the Leased Premises and all of the premises leased by
Landlord under the Other Leases secure an original principal amount no
greater than eighty (80%) percent of the then estimated fair market
value of the Leased Premises and all of the premises leased by
Landlord under the Other Leases, as determined by a qualified real
estate appraiser selected and relied upon in good faith by the
Lender."
11. Paragraph 32 - Financial Covenants. Paragraph 32 of the Lease is
hereby deleted in its entirety and in lieu thereof, substituted with the
following:
"32. Change in Control Credit Event. Tenant hereby acknowledges (1)
that for itself and for any assignee of this Lease including a Tenant
Affiliate but excluding any other assignee who complies with the
requirements of clause (b) of the second full paragraph of Paragraph
17, it hereby consents to and agrees to be bound by the obligations of
Guarantor under Section 6 of the Guaranty to cause Tenant to make a
rejectable offer to purchase the Leased Premises in the event of a
Change in Control Credit Event (as defined under the Guaranty), and
(2) that if Landlord accepts such rejectable offer, Tenant will pay to
Landlord an amount ("Covenant Offer Amount") equal to the Fair Market
Value as determined in accordance with Paragraph 27 of this Lease and
will acquire the Leased Premises in accordance with Paragraph 16 of
this Lease. Terms not otherwise defined in the Lease are as defined in
the Guaranty."
12. Paragraph 33 - Restriction on Landlord Debt. Paragraph 33 is
hereby deleted in its entirety.
13. Full Force and Effect. Except as expressly set forth herein,
nothing herein is intended to or shall be deemed to modify or amend any of the
other terms or provisions of the Lease. Except as specifically amended herein,
the terms and conditions of the Lease shall remain in full force and effect.
14. Counterparts. This Amendment may be executed in any number of and
by different parties hereto on separate counterparts, all of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same agreement.
15. Entire Understanding. This Amendment and the Lease
together contain the entire understanding between the parties hereto and
supersedes all prior agreements and understandings, if any, relating to the
subject matter hereof or thereof. Any promises, representations, warranties or
guarantees not herein or therein contained and hereinafter made shall have no
force and effect unless in writing, and executed by the party or parties making
such representations, warranties or guarantees. Neither this Amendment nor the
Lease nor any portion or provisions hereof or thereof may be changed, modified,
amended, waived,
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supplemented, discharged, cancelled or terminated orally or by any course of
dealing, or in any manner other than by an agreement in writing, signed by the
party to be charged.
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IN WITNESS WHEREOF, the Parties hereto intending to be legally bound
and to so bind their respective representatives, successors and assigns, set
their hands and seals the day and year first above written.
LANDLORD:
CORPORATE PROPERTY ASSOCIATES 7, L.P. -
A CALIFORNIA LIMITED PARTNERSHIP,
a California limited partnership
By: W.P. CAREY & CO., LLC,
Managing General Partner
By: /s/ GORDON F. DUGAN
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Name:
Title:
CORPORATE PROPERTY ASSOCIATES 8 -
A DELAWARE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: W.P. CAREY & CO., LLC,
Managing General Partner
By: /s/ GORDON F. DUGAN
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Name:
Title:
TENANT:
NALGE NUNC INTERNATIONAL CORPORATION,
a Delaware corporation
By: /s/ DENNIS BROWN
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Name: Dennis Brown
Title: Asst. Treas.
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