Exhibit 10.54
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE
AGREEMENT (this “Amendment”) is made and entered into
effective the 29 th day of
December, 2006 (“Effective Date”) by and between
Clariant Corporation (“Landlord”), with an address of
4000 Monroe Road, Charlotte, NC 28205, Attention: General Counsel,
and SCR-Tech, LLC (“Tenant”), with an address of 11701
Mt. Holly Road, Charlotte, NC 28214, Attention: Office
Administrator. This Amendment modifies and amends the Lease
Agreement dated December 16, 2002 between Landlord and Tenant,
as amended in the First Amendment to Lease Agreement effective
January 1, 2004 (collectively, the “Lease”).
Recitals
A. Landlord is the owner of
those certain buildings as per Schedule F of the Lease,
located at 11701 Mt. Holly Road, Charlotte, North Carolina.
B. Tenant wishes to lease
additional space in a building known by Clariant as Building #32,
Warehouse 20, the “Warehouse,” as warehouse space and
breakroom, and the additional space in the Warehouse Tenant wishes
to lease are known by Clariant as “Compartments A & B and
Office.” Tenant agrees to lease this space in an as-is
condition excluding the environmental condition of such space
(including, but not limited to the underlying ground, the Warehouse
and the various components, parts and structures of the Warehouse)
for purposes of Landlord satisfying its indemnity obligations under
Sections 14 and 27.3 of the Lease and Tenant being exculpated
and having its liability limited under Section 27.5 of the
Lease.
NOW, THEREFORE, for the mutual
promises herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereby agree as follows:
1.
Additional Leased Premises in Building 32 . Notwithstanding
anything to the contrary in the Lease, Landlord hereby agrees to
lease to Tenant and Tenant’s agents, employees, and
representatives Building 32 Compartments A & B and office to be
identified as Parcel “E” for purposes of the Lease, and
Tenant agrees to lease Compartments A & B and office from
Landlord in accordance with the terms of this Amendment and the
Lease as modified and amended by this Amendment. Compartments A
& B shall be used by Tenant, pursuant to the Lease, for general
storage use and the Building 32 office for a breakroom. Tenant
agrees to lease Compartments A & B and office as well as any
additional space to be leased in the Warehouse under Section 2
below, in an as-is condition excluding the environmental condition
of such space (including, but not limited to, the underlying
ground, the Warehouse and the various components, parts and
structures of the Warehouse) for purposes of Landlord satisfying
its indemnity obligations under Sections 14 and 27.3 of the
Lease and Tenant being exculpated and having its liability limited
under Section 27.5 of the Lease. Compartments A & B and
office as well as any additional space to be leased in the
Warehouse shall be maintained solely and exclusively by Tenant in
accordance with the terms of the Lease.
2.
Option to Expand Warehouse Space . (a)
Compartment C Option . For and in
consideration of Tenant’s Lease of Compartments A & B and
office, and an option fee of $300/month payable by Tenant to
Landlord, Landlord hereby grants to Tenant an irrevocable option
for Tenant to lease Building 32’s “Compartment
C.” The term of this option shall be thirty-six
(36) months from the Effective Date of this Second Amendment,
at which point such option shall expire and be void. Terms of the
lease of Compartment C shall be the same as those applicable to
Compartments A & B. Tenant may exercise its option to lease
Compartment C during the 36-month option period by providing
Landlord with written notice of same, and Tenant shall specify in
such notice the effective date of the lease of such additional
space. Upon Tenant’s exercise of its option to lease such
additional space in the Warehouse, the Lease shall be modified to
reflect such lease of additional space. Landlord shall not be
obligated to improve or specially maintain Compartment C during the
option period, and if Tenant exercises this option and occupies
Compartment C, Tenant shall have the same maintenance obligations
as are applicable to Compartments A & B and Office, and such
space will be occupied on a then as-is condition excluding the
environmental condition of such space (including, but not limited
to, the underlying ground, the Warehouse and the various
components, parts and structures of the Warehouse) for purposes of
Landlord satisfying its indemnity obligations under
Sections 14 and 27.3 of the Lease and Tenant being exculpated
and having its liability limited under Section 27.5 of the
Lease.
(b)
Compartment B Option . For and in consideration of
Tenant’s Lease of Compartments A & B and office, Landlord
hereby grants to Tenant an irrevocable option for Tenant to lease
Building 32’s “Compartment B” after the initial
lease term of Compartment B terminates on December 31, 2008.
The term of this option shall be thirty-six (36) months from
the Effective Date of this Second Amendment, at which point such
option shall expire and be void. Terms of the lease of Compartment
B after December 31, 2008 shall be the same as those
applicable to Compartments A & C. Tenant may exercise its
option to lease Compartment B during the 36-rnonth option period by
providing Landlord with written notice of same, and if such option
is exercised, the lease of Compartment B shall continue after
December 31, 2008 through the expiration of the lease term
applicable to the other parcels (i.e., June 30, 2012 plus
Tenant’s two sequential five-year renewal options). Upon
Tenant’s exercise of its option to lease such additional
space in the Warehouse, the Lease shall be modified to reflect such
lease of additional space. Landlord shall not be obligated to
improve or specially maintain Compartment B during the option
period, and if Tenant exercises this option and occupies
Compartment B, Tenant shall have the same maintenance obl
