Exhibit 10(j)
EXECUTION ORIGINAL
SECOND AMENDMENT TO LEASE AND
AGREEMENT
THIS SECOND
AMENDMENT TO LEASE AGREEMENT (this “ Second
Amendment ”) dated as of April 23, 2007, by and
between CORPORATE PROPERTY ASSOCIATES and CORPORATE
PROPERTY ASSOCIATES 4 as successor by merger with CORPORATE
PROPERTY ASSOCIATE 2 , a Delaware limited liability company
(collectively “ Landlord ”), with an address at
c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2
nd
Floor, New York, NY
10020, and MSC ENGINEERED MATERIALS AND SOLUTIONS GROUP,
INC. , an Illinois corporation (“ Tenant ”)
with an address at 2200 Pratt Boulevard, Elk Grove Village,
Illinois 60007.
W
I T N
E S S E T H
:
WHEREAS , Line 6 Corp., as landlord, and Tenant, as
tenant, entered into a certain Lease and Agreement (the Original
Lease) dated as of December 1, 1980 with respect to certain
parcels of real property situate in Walbridge, Ohio (the “
Leased Premises ”);
WHEREAS , Line 6 Corp. assigned its interest in the
Lease to Corporate Property Associates and Corporate Property
Associates 2;
WHEREAS , Corporate Property Associates and Corporate
Property Associates 2 entered into that certain First Amendment to
Lease and Agreement dated as of May 30, 1986 (such amendment
together with the original Lease hereinafter referred to as the
“Lease”);
WHEREAS , Landlord and Tenant desire to amend the
Primary Term and Renewal Terms of the Lease and certain other
matters described herein.
NOW, THEREFORE,
in consideration of the mutual
promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, Landlord and Tenant hereby agree as
follows:
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1
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Terms and
Basic Rent Payments .
Schedule B to the Lease is hereby deleted and the following is
inserted in lieu thereof:
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Terms and Basic Rent
Payments
1. Terms. The Interim Term shall commence on the date of
delivery hereof and end on December 31, 1980. The Primary Term
shall commence on January 1, 1981 and end on April 30,
2012 (the “Primary Term Expiration Date”). Provided
that if, on or prior to the Primary Term Expiration Date or any
other Renewal Date (as hereinafter defined) this Lease shall not
have been terminated pursuant to any provision hereof, then on the
Primary Term Expiration Date and on the third (3rd), sixth (6th),
ninth (9th) and twelfth (12th) anniversaries of the
Primary Term Expiration Date (the Primary Term Expiration Date and
each such anniversary being referred to herein as a “Renewal
Date”), the Term shall be deemed to have been automatically
extended for an additional period of three (3) years (each
such extension, a “Renewal Term”), unless Tenant shall
notify Landlord in writing in recordable form at least six
(6) months prior to the next Renewal Date that Tenant is
terminating this Lease as of the next Renewal Date. Any such
extension of the Term shall be subject to all of the provisions of
this Lease, including increases in Basic Rent pursuant to this
Schedule B, as the same may be amended, supplemented or modified
(except that Tenant shall not have the right to any additional
Renewal Terms other than as expressly provided above).
2. Basic Rent.
(a) Landlord hereby waives the
escalation in Basic Rent in the amount of $88,620.94 which increase
commenced on January 1, 2006.
(b) Commencing on April 1,
2007, subject to the adjustments provided for in Paragraphs
(3) below, Basic Rent payable in respect of the Term
(including any Renewal Term) shall be $ 560,513.16 per
annum, payable monthly in arrears on each Basic Rent Payment Date,
in equal installments of $ 42,209.43 each.
3. CPI Adjustments to Primary
Basic Rent . (a) The
Basic Rent shall be subject to adjustment, in the manner
hereinafter set forth, for increases in the index known as United
States Department of Labor, Bureau of Labor Statistics, Consumer
Price Index, All Urban Consumers, United States City Average, All
Items, (1982-84=100) (“ CPI ”) or the successor
index that most closely approximates the CPI. If the CPI shall be
discontinued with no successor or comparable successor index,
Landlord and Tenant shall attempt to agree upon a substitute index
or formula, but if they are unable to so agree, then the matter
shall be determined by arbitration in accordance with the rules of
the American Arbitration Association then prevailing in New York
City. Any decision or award resulting from such arbitration shall
be final and binding upon Landlord and Tenant and judgment thereon
may be entered in any court of competent jurisdiction. In no event
will the Basic Rent as adjusted by the CPI adjustment be less than
the Basic Rent in effect for the one (1) year period
immediately preceding such adjustment.
(b) Effective
Dates of CPI Adjustments . Basic Rent shall not be adjusted to
reflect changes in the CPI until May 1, 2008 (the “
First New Basi