Exhibit 10.40


 


This instrument was prepared by:


Manuel
Cords, Esq.


Proskauer
Rose Goetz & Mendelsohn


300
Park Avenue


New York, New York 10022


AMENDED AND RESTATED


SUBLEASE AGREEMENT


between


STEMP
LEASING CORP.,


as Lessor and


ESSEX
GROUP, INC.,


as Lessee


Dated
as of January 15, 1985


Location:
Franklin, Tennessee


 
















 


TABLE
OF CONTENTS


	
  

  	
   

  	
   

  	
  Page

  number

  	
   

  
	
  1.

  	
   

  	
  LEASE OF PREMISES; TITLE AND CONDITION

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  USE

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  TERMS

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  RENT

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  NET LEASE

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  LIENS

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  INDEMNIFICATION

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  MAINTENANCE AND REPAIR

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  ALTERATIONS

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  CONDEMNATION AND CASUALTY

  	
  21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  INSURANCE

  	
  29

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  RIGHT OF FIRST REFUSAL

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  UNECONOMIC USE

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  PROCEDURE UPON PURCHASE

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  ASSIGNMENT AND SUBLETTING

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  PERMITTED CONTESTS

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  CONDITIONAL LIMITATIONS; DEFAULT PROVISIONS

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  ADDITIONAL RIGHTS OF LESSOR

  	
  56

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  NOTICES, DEMANDS AND OTHER INSTRUMENTS

  	
  58

  	
   

  
						



 



 i
 









 


	
  21.

  	
   

  	
  ESTOPPEL CERTIFICATES

  	
  59

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  NO MERGER

  	
  59

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  SURRENDER

  	
  60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  THE GROUND LEASE

  	
  60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  ATTORNMENT

  	
  62

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  MERGER, CONSOLIDATION OR SALE OF ASSETS

  	
  63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27;

  	
   

  	
  SEPARABILITY; BINDING EFFECT; MISCELLANEOUS

  	
  64

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  INVESTMENT TAX CREDIT

  	
  65

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  REPRESENTATIONS

  	
  66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  HEADINGS AND TABLE OF CONTENTS

  	
  66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  SCHEDULES

  	
  66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule    A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule    B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule    C

  	
   

  	
   

  



 



 ii














 


Index
of Definitions


	
  

  	
   

  	
   

  	
  Page
  number

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREEMENTS

  	
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  LEASE

  	
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  LESSOR

  	
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  LESSEE

  	
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  PREMISES

  	
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  LAND

  	
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  IMPROVEMENTS

  	
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  MASTER LEASE

  	
  2

  	
   

  
	
   

  	
   

  	
   

  
	
  INITIAL TERM

  	
  3

  	
   

  
	
   

  	
   

  	
   

  
	
  PRIMARY TERM

  	
  3

  	
   

  
	
   

  	
   

  	
   

  
	
  EXTENDED TERM

  	
  3

  	
   

  
	
   

  	
   

  	
   

  
	
  FIXED RENT

  	
  4

  	
   

  
	
   

  	
   

  	
   

  
	
  RENT PAYMENTS

  	
  4

  	
   

  
	
   

  	
   

  	
   

  
	
  PAYMENT DATES

  	
  4

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFERRED RENT

  	
  4

  	
   

  
	
   

  	
   

  	
   

  
	
  LEGAL REQUIREMENTS

  	
  10

  	
   

  
	
   

  	
   

  	
   

  
	
  LESSEE’S TRADE SYSTEMS

  	
  17

  	
   

  
	
   

  	
   

  	
   

  
	
  NET PROCEEDS

  	
  21

  	
   

  
	
   

  	
   

  	
   

  
	
  TERMINATION DATE

  	
  22

  	
   

  
	
   

  	
   

  	
   

  
	
  MORTGAGEE

  	
  30

  	
   

  
	
   

  	
   

  	
   

  
	
  MORTGAGE

  	
  30

  	
   

  
	
   

  	
   

  	
   

  
	
  ASSURANCE

  	
  51

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTOR

  	
  54

  	
   

  
	
   

  	
   

  	
   

  
	
  GROUND LEASE

  	
  60

  	
   

  
						



 
















 


AMENDED AND RESTATED SUBLEASE AGREEMENT, dated as of January 15, 1985 (this Lease), between
STEMP LEASING CORP., a Delaware corporation (herein, together with any
corporation succeeding thereto by consolidation, merger or acquisition of its
assets substantially as an entirety, called Lessor) having an address at 666  Third
Avenue, New York, New York, Attention: NLA-DS, and ESSEX  GROUP, INC., a
Michigan corporation (herein, together with any corporation succeeding thereto
by consolidation, merger or acquisition of its assets substantially as an
entirety, called Lessee), having an address at 1601 Wall Street, Fort Wayne,
Indiana 46804.


1.           Lease of Premises; Title and Condition. In
consideration of the rents and covenants herein stipulated to be paid and
performed by Lessee and upon the terms and conditions
herein specified, Lessor hereby leases to Lessee, and Lessee hereby
leases from Lessor, the premises (the Premises)
consisting of (i) the land (the Land) described in Schedule A, (ii) all
buildings and other improvements (including, but without limitation, the
attachments and other affixed property but excluding Lessee’s Trade Systems as
defined in paragraph 10(a)) now or hereafter located on the Land or on any
parcels subject to easements in favor of Lessor
(the Improvements) and (iii) the respective easements, rights and appurtenances
relating to the Land and the Improvements, including without limitation, all
rights under the agreements (Agreements) described in Part II of Schedule A
hereto. Lessor’s interest in the Premises is created by a certain Master Lease,
dated as of December 1, 1983, as



 4
 









amended and restated by a certain
Amended and Restated Master Lease Agreement, dated as of January 15, 1985 (the
Master Lease), each between Syrcar Associates Limited Partnership, as lessor,
and Lessor, as lessee. As used herein, the term “Master Lessor” shall mean the
lessor under the Master Lease, together with its successors and assigns as
lessor under the Master Lease. The Premises are leased to Lessee in their condition
as of the commencement of this Lease without representation or warranty by
Lessor and subject to the rights of parties in possession, to the existing
state of title, to all applicable Legal Requirements (as hereinafter defined)
now or hereafter in effect and to Permitted Exceptions listed in Schedule A.
Lessee has examined the Premises and title to the Premises and has found all of
the same satisfactory for all purposes.


2.           Use. Lessee may use the Premises for
any lawful purpose. As long as no default has occurred and is con­tinuing
hereunder, Lessor shall not interfere with the peaceful and quiet occupation
and enjoyment of the Premises by Lessee, provided that, subject to the security
requirements of Lessee or any subtenant lawfully occupying the Premises and the
security requirements of the United States Government, where applicable, Lessor
and its agents, and designees may enter upon the Premises, at reasonable times
after reasonable notice to Lessee, to examine the Premises and show the
Premises to prospective purchasers, mortgagees or lessees as long as such
examination or showing shall not interfere with the business



 5
 









 operations on the Premises of Lessee, or any
subtenant lawfully occupying the Premises.


3.           Terms. The Premises are leased
for an initial term (the Initial Term) and a primary term (the Primary Term),
and, at Lessee’s option, up to four consecutive additional terms of five years
each (the Extended Terms), unless and until the term of this Lease shall expire
or be terminated pursuant to any provision hereof. The Initial Term, the
Primary Term and each Extended Term shall commence and expire on the dates set
forth in Schedule B. Lessee shall exercise its option to extend the term of
this Lease for each Extended Term by giving notice thereof to Lessor not less
than 360 days prior to the expiration of the then existing term.


4.           Rent.


(a) Fixed rent for the Premises during the term of
this Lease shall accrue as set forth in this paragraph 4(a)  and shall be
payable as set forth in Schedule B. Fixed rent for the Premises shall accrue
during the Initial Term at the rate of
$32,436.00, during the portion of the Primary Term commencing on January
1, 1984 to and including February 28, 1985 at
the rate of $451,013.06 per semi-annual rental period, thereafter during the
Primary Term at the rate of $480,900.88 per semi-annual rental period and
during each Extended Term, if any, at the rate of $367,492.38 per semi-annual
rental period (such accrued fixed rent is hereinafter referred to As Fixed
Rent). Amounts in respect of Fixed Rent during the Initial



 6
 









Term,
the Primary Term and each Extended Term, if any, shall be paid by Lessee to
Lessor in immediately available funds in the amounts set forth in Schedule B
(which payments are hereinafter referred to as Rent Payments) on the dates set
forth therein (Payment Dates), at Lessor’s address as set forth above, or at
such other address or to such other person as Lessor from time to time may
designate.. Lessee shall remain fully and unconditionally liable for the
difference between (i) accrued Fixed Rent under this Lease and (ii) Rent
Payments actually made in accordance with Schedule B (the aggregate amount of
such difference, from time to time, is hereinafter referred to as Deferred
Rent). At such time as any Rent Payment is in excess of accrued Fixed Rent for the period in respect of which
such Rent Payment is made, Lessee’s unconditional liability for Deferred Rent
shall thereupon be reduced by the amount of such excess. If for any reason this
Lease shall terminate prior to the date on which the Primary Term is to expire,
then, unless Lessee attorns to the lessor under the Master Lease and this Lease
continues in full force and effect as a direct lease between Lessee and Master
Lessor pursuant to the provisions of
paragraph 25 hereof (in which case, Lessee shall remain fully and
unconditionally liable for Deferred Rent), on the date of such termination,
Lessee shall pay to Lessor in immediately available funds, in addition to any
other amounts Lessee may be required to pay to Lessor by the terms and
provisions of this Lease, all unpaid Deferred Rent.



 7
 









(b) All amounts which Lessee is required to pay
pursuant to this Lease (other than Fixed Rent, amounts payable upon purchase of
the Premises, amounts payable  to maintain and repair the Premises
pursuant to paragraph 9, amounts payable for additions to
and alterations of the Improvements pursuant to paragraph 10, amounts payable
for restoration of the Improvements pursuant
to paragraph 11 and amounts payable as liquidated damages pursuant to paragraph
18), together with every fine, penalty, interest and cost which may be added
for non-payment or late payment thereof, shall constitute additional rent. If
Lessee shall fail to pay any such additional rent or any other sum due
hereunder when the same shall become due, Lessor shall have all rights, powers
and remedies with respect thereto as are provided herein or by law in the case
of non-payment of any Rent Payment or Deferred Rent which is then due and
payable, and shall, except as expressly provided herein, have the right to pay
the same on behalf of Lessee. Lessee shall pay to Lessor interest at the rate
of 13.85% (but in no event shall such rate of
interest exceed the maximum lawful rate of interest) on all overdue Rent
Payments and Deferred Rent from the due date thereof until paid, and on all
overdue additional rent or other sums due hereunder, in each case, paid by
Lessor on behalf of Lessee from the date of payment by Lessor until repaid by
Lessee. Lessee shall perform all its obligations under this Lease at its



 8
 









sole
cost and expense, and shall pay all Fixed Rent and additional rent and other sums
due hereunder when due and payable, without notice or demand. The term “maximum
lawful rate of interest” as used herein shall mean a rate of interest equal to
the higher or greater of the
following: (i) the “applicable formula rate” defined in Tennessee Code
Annotated Section 47-14-102(2), or (ii) such other rate of interest as may be
charged under other applicable laws or regulations.


5.             Net Lease.


(a) This Lease is a net lease and any present or
future law to the contrary notwithstanding, shall not terminate except as
provided in paragraphs 3, 11(b), 13, 14(a) and 18(b), nor shall Lessee be
entitled to any abatement or reduction
(except as provided in paragraph 11 (c)), set-off,  counterclaim, defense or deduction with respect to
any Fixed Rent or Rent Payment, or any additional rent or other sum
payable hereunder, nor shall the obligations of Lessee hereunder be affected, by
reason of: any damage to or destruction of the Premises; any taking of the
Premises or any part thereof by condemnation or otherwise; any prohibition,
limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment
of the Premises, or any interference with such use, occupancy or enjoyment by
any person; any eviction by paramount title or otherwise; any default by Lessor
hereunder or under any other agreement; the impossibility or



 9
 









illegality of performance
by Lessor, Lessee or both; any action of any governmental authority; or any
other cause whether similar or dissimilar to the foregoing. The parties intend
that the obligations of Lessee hereunder shall be separate and independent
covenants and agreements and shall continue unaffected unless such obligations
shall have been modified or terminated pursuant to an express provision of this
Lease.


(b) Lessee shall remain obligated under this Lease in
accordance with its terms and shall not take any action to terminate, rescind
or avoid this Lease, notwith­standing any bankruptcy, insolvency, reorganization,
liqui­dation, dissolution or other proceeding affecting Lessor or any
overlessor of Lessor, Master Lessor or the lessor under the Ground Lease
(Master Lessor and the lessor under the Ground Lease are each hereinafter
referred to as an “over-lessor”), or any assignee of Lessor or over-lessor or
any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.
Subject to the foregoing, Lessee waives all rights to terminate or sur­render this Lease, or to any abatement or deferment
(except as provided in paragraph 4) of
Fixed Rent, Deferred Rent or Rent Payment, additional rent or other sums
payable here-under.


(c)
Notwithstanding the provisions of this paragraph 5, Lessee shall retain all
rights of action against Lessor (but not against any Mortgagee (as hereinafter
defined) unless such Mortgagee shall become the actual lessor under this Lease)
on account of any breach of



 10
 









Lessor’s obligations under this
Lease or under any other
agreement.


6.           Taxes
and Assessments; Compliance with Law.


(a) Lessee shall pay,
prior to delinquency: (i) all taxes, assessments, levies, fees, water and sewer
rents and charges, and all other governmental
charges, general and special, ordinary and extraordinary, foreseen and
unforeseen, which are, at any time prior to
or during the Initial, Primary or any Extended Term hereof, imposed or
levied upon or assessed against (A) the Premises, (B) any Fixed Rent, Deferred
Rent or Rent Payment, or any additional rent or other sum payable hereunder or (C) this Lease, the leasehold
estate hereby created or which arises in respect of the operation, possession
or use of the Premises; (ii) all gross receipts or similar taxes (i.e., taxes
based upon gross in-come which fail to take into account all customary deduc­tions (e.g., depreciation and
interest) relating to the Premises) imposed or levied upon, assessed against or
measured by any Fixed Rent, Deferred Rent or Rent Payment, or any additional
rent or other sum payable hereunder; (iii) all sales, value added, use and
similar taxes at any time levied, assessed or payable on account of the
acquisition, leasing or use of the Premises; (iv) all charges of utilities and
communications services serving the Premises; and (v) all amounts payable by
Lessor pursuant to paragraph 6(a) of the Master Lease. Lessee shall not be
required to pay any franchise, estate, inheritance, transfer, income or similar
tax of Lessor (other than any tax



 11
 









referred to in clause (ii) above) unless such tax is
imposed, levied or assessed in substitution for any other tax, assessment,
charge or levy which Lessee is required to pay pursuant to this paragraph 6(a),
provided, however, that if at any time during the term of this Lease, the
method of taxation shall be such that there shall be levied, assessed or
imposed on Lessor a capital levy or other tax directly on the rents received
therefrom and/or any tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents. or
measured in whole or in part by income from the Premises, if in computing such
income there is not allowable as a deduction
for the taxable year substantially all of the depreciation or interest
deductions allowed for federal income tax purposes for the taxable year, or
upon the value of the Premises or any present or any future improvement or
improvements on the Premises, then all such taxes, assessments, levies or
charges or the part thereof so measured or based, shall be payable by Lessee,
but only to the extent that such taxes would be payable if the Premises were
the only property of Lessor, and Lessee shall pay and discharge the same as
herein provided. Lessee will furnish to Lessor, promptly after demand therefor,
proof of payment of all items referred to above which are payable by Lessee. If
any such assessment may legally be paid in installments, Lessee may pay such
assessment in installments; in such event, Lessee shall be liable only for
installments which become due and payable during the term hereof.


 



 12















(b) Lessee shall comply
with and cause the Premises  to comply with (i) all laws, ordinances and
regulations, and other governmental rules, orders and determinations now
or hereafter enacted, made or issued, whether or not presently contemplated
(collectively Legal Requirements) ap­plicable to the Premises or the use
thereof unless Lessee has been granted an exception thereto by duly constituted
authorities, (ii) the Agreements and all contracts (including insurance
policies), agreements, covenants, conditions and restrictions applicable to the
Premises or the owner-ship, occupancy or use thereof which are (a) hereinafter
entered into provided that Lessee is a party or has consented thereto or (b) in
effect on the date hereof (including but not limited to all such Legal
Requirements, contracts, agreements and restrictions which require structural,
unforeseen or extraordinary changes) and
(iii) the Ground Lease.


7.             Liens.
(a) Lessee will promptly remove and discharge any charge, lien, security
interest or encumbrance upon the Premises or any Fixed Rent, Deferred Rent or
Rent Payment, or any additional rent or other sum payable here-under which
arises for any reason, and any charge, lien, security interest or encumbrance
which Lessor is required to remove and discharge pursuant to paragraph 7(a) of
the Master Lease, including all liens which arise out of the use, occupancy,
construction, repair or rebuilding of the Premises or by reason of labor or
materials furnished or claimed to have been furnished to Lessee or for the
Premises, but not including the



 13
 









liens and encumbrances
set forth in Schedule A and any mortgage, charge, lien, security interest or
encumbrance created by Lessor or Master Lessor without the consent of Lessee.
Nothing contained in this Lease shall
be construed as constituting the consent or request of Lessor, express
or implied, to or for the performance by any contractor, laborer, materialman,
supplier or vendor of any labor or services or for the furnishing of any
materials for any construction, alteration, addition, repair or demolition of
or to the Premises or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services
or materials furnished or to be furnished to Lessee, or to anyone holding the
Premises or any part thereof through or under Lessee, and that no mechanic’s or
other liens for any such labor, services or materials shall attach to or affect
the interest of Lessor in and to the Premises.


(b) Provided Lessee shall
not then be in default hereunder, at the request of Lessee, Lessor shall,
subject to the terms of the Ground Lease and the Master Lease, join in and
request any over-lessor of Lessor to join in any (i) grant of easements and
other rights in the nature of easements, (ii) release of existing easements or
other rights in the nature of easements which are for the benefit of the
Premises, (iii) dedication or transfer of unimproved portions of the Premises
for road, highway or other public purposes, (iv) execution of petitions to have
the Premises annexed to any municipal corporation or utility district, (v)
execution of amendments to



 14
 









any covenants and
restrictions affecting the Premises and (vi) execution and delivery to any
person of any instrument appropriate to confirm or effect such grant, release,
dedication and transfer (to the extent of its interests in the Premises), but
only upon delivery to Lessor and any over-lessor of Lessor of (x) a certificate
of the President or a Vice President of Lessee stating that such grant,
release, dedication, transfer, petition or amendment is not detrimental to the
proper conduct of the business of Lessee on the Premises, the considera­tion, if any, being paid for
such grant, release, dedication, transfer, petition or amendment and that such
grant, release, dedication, transfer, petition or amendment does not materially
impair the use of the Premises or reduce their value by more than the amount of
such consideration, (y) a duly authorized and binding undertaking of Lessee
that Lessee will remain obligated hereunder to the same extent as if such
grant, release, dedication, transfer, petition or amendment had not been made,
and that Lessee will perform all obligations of Lessor and any over-lessor
under such instrument and (z) such other instruments, certificates and opinions
of counsel as Lessor or any over-lessor may reason-ably request. Any such
grant, release, dedication, trans­fer,
petition or amendment shall be at the cost and expense of Lessee. Master
Lessor, if it then owns any interests in the Premises, or Lessor, if Master
Lessor does not then own any interests in the Premises, shall be entitled to
receive any consideration paid in connection with any such grant, release,



 15
 









dedication, transfer,
petition or amendment.


8.             Indemnification.
Lessee shall defend all actions against Lessor, any partner, officer,director
or shareholder of Lessor and any partner, officer, director or shareholder of
any partner of Lessor, or Master Lessor, any partner, officer, director or
shareholder of Master Lessor and any partner, officer, director or shareholder
of any partner of Master Lessor, and any assignee of any of Lessor’s or Master
Lessor’s respective interests in the Premises including without limitation
their respective interests in this Lease and the Master Lease (including any
person or entity having a beneficial interest in such interests), with respect
to, and shall pay, protect, indemnify and save harmless Lessor, any partner,
officer, director or shareholder of Lessor and any partner, officer, director
or shareholder of any partner of Lessor, or Master Lessor, any partner,
officer, director or shareholder of Master Lessor and any partner, officer,
director or share-holder of any partner of Master Lessor, or such assignee
(collectively, “Indemnified Parties”), from and against, any and all
liabilities, losses, damages, costs, expenses (including reasonable attorneys’
fees and expenses), causes of action, suits, claims, demands or judgments of
any nature (a) to which any of the Indemnified Parties is subject be-cause of
Lessor’s or Master Lessor’s estate in the Premises or (b) arising from (i)
injury to or death of any person, or damage to or loss of property, on the
Premises or on adjoining sidewalks, streets or ways, or connected with the use,



 16
 









condition or occupancy of
any thereof, (ii) violation by Lessee of this
Lease, (iii) any act or omission of Lessee or its agents, contractors, licensees, sublessees or invitees, and (iv) any
contest referred to in paragraph 17.


9.             Maintenance and Repair. (a)
Lessee acknowledges that it has received the Premises in good order and repair.
Lessee, at its own expense, will maintain all parts of the Premises in good
repair and condition, except for ordinary
wear and tear, and will take all action and will make all structural and non-structural, foreseen and
unforeseen and ordinary and
extraordinary changes and repairs which may be required to keep all parts of the Premises in good repair and
condition, ordinary wear and tear excepted. Neither Lessor nor Master Lessor
shall be required to maintain, repair or rebuild all or any part of the
Premises. Lessee waives the right to (x) require Lessor or Master Lessor to maintain, repair or rebuild all or any part of the
Premises, or (y) make repairs at the expense of Lessor or Master Lessor
pursuant to any Legal Requirement, contract, agreement, covenant, condition or restriction set forth in subparagraph
6(b)(ii), at any time in effect.


(b) In the event that all
or any part of the Improvements shall encroach upon any property, street or right-of-way adjoining or adjacent to the Premises,
or shall violate the agreements or conditions affecting the Premises or
any part thereof, or shall hinder or obstruct any easement or right-of-way to
which the Premises are subject, then, promptly after



 17
 









written request of Lessor (unless such encroachment,
violation, hindrance, obstruction or impairment
is a Permitted Exception contained in Schedule A)  or of  any
person so affected, Lessee shall, at its expense, either  (i) obtain valid and effective waivers or settlements
of all claims, liabilities and damages resulting therefrom or (ii) if
Lessor consents thereto in writing, make such changes, including alteration or
removal, to the Improvements as shall be necessary to remove or eliminate such
encroachments, violations, hindrances, obstructions or impairments or (iii)
take such other action as shall be necessary to re-move or eliminate such
encroachments, violations, hindrances, obstructions or impairments.


10.         Alterations.
(a) Lessee may, at its expense, make additions to and alterations of the
Improvements, and construct-additional Improvements provided that (i) the
market value of the Premises shall not be materially lessened thereby, (ii) such work. shall be expeditiously
completed in a good and workmanlike manner and in compliance with all
applicable Legal Requirements and the requirements of all insurance policies
required to be maintained by Lessee here-under, and (iii) no exterior walls of the Improvements shall be
demolished unless Lessor’s prior consent shall have been obtained. All such
additions and alterations shall be and remain
part of the realty and the property of Lessor and shall be subject to this
Lease.


Lessee may place upon the Premises any inventory,
systems (such as pollution control systems and equipment, and 



 18
 









electrical and plumbing
service systems, materials handling apparatus and similar adjuncts to
manufacturing operations), machinery or other equipment belonging to Lessee or
third parties (hereinafter collectively defined as “Lessee’s Trade Systems”).
Lessee shall have the right, at any time during the term of this Lease or any extension thereof,
to remove Lessee’s Trade Systems, as well as all other personal property of
every nature belonging to Lessee, provided, however, that any damage to the
Premises or any portion thereof occasioned by such removal shall be repaired by
the Lessee at Lessee’s sole cost and expense. As used herein and hereafter, the
term “Lessee’s Trade Systems” shall not include or be deemed to include any
general purpose item now or hereafter installed in the Premises so as to be an
integral part of the Premises, such as, without limiting the generality of the
foregoing, heating, ventilation, and air conditioning plant and systems,
electrical and plumbing fixtures and systems and other like equipment and
fixtures, but said term shall include such plant, systems, fixtures and
equipment which are unique to Lessee’s manufacturing operations and processes.


The parties are aware that the
Premises may contain equipment and facilities owned by Lessee or third parties
(other than Lessee’s Trade Systems) necessary and useful in order to carry out
the Lessee’s business. Without limiting the generality of the foregoing, the
parties, therefore, agree that such facilities and equipment shall be deemed to be personal property (even if affixed or
attached to the



 19
 









Premises
in such fashion as to otherwise cause said equipment or facilities to be deemed
a fixture), and shall, subject to paragraph 9, be removable at will by Lessee
at Lessee’s expense as provided above,
provided that such removal will not have material adverse effect on the
value of the Premises.


(b) (i) Lessor and Lessee contemplate that, after the
commencement of the Primary Term, Lessee may desire to construct additional improvements
on the Premises. Lessee may request Lessor to arrange for the financing of
construction in accordance with this Lease on the Premises of additions,
buildings, structures or other improvements (collectively the “Additions”) not
required under any provision of this Lease; and, so long as the Master Lease is
in effect, Lessor agrees to request the Master Lessor to arrange such
financing. Such request shall set forth in reasonable detail the estimated
amount of such costs and expenses, such amount to be not less than $250,000.
Upon receipt of such request, Lessor agrees to make every reasonable effort to arrange, or to assist Master Lessor to arrange for
the financing of such Additions on terms and conditions satisfactory to
Lessor and Lessee. Lessor and Lessee shall negotiate in good faith concerning
the financing of construction of such Additions and the amendment of the rental
and purchase provisions of this Lease, having regard to then existing economic,
financial and money market conditions. Since the likely principal source of
funds to finance such costs and expenses will
be the sale of notes by Lessor or by



 20
 









Master Lessor, the
parties hereto recognize that such amendment of the rental and purchase
provisions of this Lease must be of such nature as to permit the sale of such
notes or other debt obligations. Lessor shall incur no liability by reason of its inability or the inability of
Master Lessor  to arrange for such
financing, and this Lease shall continue in full force and effect
notwithstanding such inability.


(ii) If Lessor and Master
Lessor shall be unable to arrange such financing, and if such Additions are to
be either contiguous to any of the Improvements or freestanding upon land
constituting, part of the Premises, at the request of Lessee
and provided Lessee shall not then be in default under this Lease, Lessor shall
join in and request Master Lessor and the lessor under the Ground Lease release
from this Lease, the Master Lease and the Ground Lease, so much of the
unimproved land portion of the Premises as is necessary for the construction
and operation of such proposed improvements with access to and from a public
street and easements for the maintenance of utilities and as shall be of sufficient size to comply with applicable
subdivision and zoning requirements (Unimproved Land); provided, however, and
upon the condition that the portion of the Premises remaining subject to this
Lease after such acquisition shall (i) be capable of being operated as a
separate economic unit without additional cost to Lessor, (ii) be a single parcel of land, (iii) include the
buildings located on the land described in Schedule A at the commence­ment of the Initial Term of
this Lease (or the



 21
 









replacements of such
buildings), (iv) have adequate access to and from public streets and easements
for the maintenance of all utilities, and (v) not be in violation of any
applicable law, rule, regulation, ordinance, covenant or restriction; and
provided further that this Lease shall continue in full force and effect with
respect to such remaining portion. Upon such release of the Unimproved Land
from the Master Lease and the Ground Lease, Lessor and Lessee agree to release the Unimproved Land from the terms of this
Lease and both Schedule A hereto and the definition of “Premises” shall
be modified accordingly. No such release of Unimproved Land from this Lease shall result in any reduction of Fixed
Rent or any Rent Payment under this Lease.


11.           Condemnation
and Casualty. (a) Lessee hereby irrevocably assigns to Lessor any award,
compensation or insurance payment to which Lessee may become entitled by reason
of Lessee’s interest in the Premises (i) if the use, occupancy or title of the Premises or any part thereof is taken,
requisitioned or sold in, by or on account of any actual or threatened eminent
domain proceeding or other action by any person having the power of eminent
domain or (ii) if the Premises or any part thereof are damaged or destroyed by
fire, flood or other casualty. Lessor shall appear in any such proceeding or
action, to negotiate, prosecute and adjust any claim for any award,
compensation or



 22
 









insurance payment on
account of any such damage, destruction, taking, requisition or sale; and
Lessor shall collect any such award, compensation or insurance payment. All
amounts paid in connection with any such damage, destruction, taking,
requisition or sale shall be applied pursuant to this paragraph 11, and all
such amounts (minus the reasonable expense of collecting such amounts,
including any reimbursement for costs and
expenses in connection therewith to which the Master Lessor is entitled
pursuant to the Master Lease and any amount thereof to which the ground lessor
under the Ground Lease shall be entitled), are herein called the Net Proceeds.
Lessor shall pay all reasonable costs and expenses in connection with each such
proceeding, action, negotiation, prosecution and adjustment for which costs and
expenses Lessor shall be reimbursed out of
any award, compensation or insurance payment received. Lessee shall be entitled
to participate in any such proceeding, action, negotiation, prosecution and
adjustment. Lessor will not consent to any award, compensation or insurance
payment where any portion of such award, compensation or insurance payment is
made in respect of. Lessee’s interest in the Premises, without the
consent of Lessee, which consent shall not be unreasonably withheld.


(b) If an occurrence of
the character referred to in clauses (i) or (ii) of paragraph 11(a) shall
affect all or a substantial portion of the Land and Improvements and shall
render the Improvements unsuitable for restoration for continued use and
occupancy in Lessee’s business, the Lessee shall, not later than 90 days after
such occurrence, deliver to Lessor and any overlessor designated by Lessor (i)
notice of



 23















its intention to
terminate this Lease on the next Payment Date (the Termination Date) which
occurs not less than 180 days after the delivery of such notice, (ii) a
certificate of Lessee describing the event giving rise to such termination and
stating that its board of directors has determined that such event has rendered
the Improvements unsuitable for restoration for continued use and occupancy in
Lessee’s business, and (iii) documentation to the effect that termination of
this Lease will not be in violation of any agreement with third parties then in effect or of appropriate waivers of any
such violations. If the Termination Date occurs during the Initial Term or
Primary Term, such notice to Lessor shall be accompanied by an irrevocable
offer by Lessee to purchase on the Termination Date the interests of Lessor and
Master Lessor in the remaining portion of the Premises and the Net
Proceeds, if any, payable in connection with
such occurrence (or the right to receive the same when made, if payment thereof
has not yet been made), at a price determined in accordance with Schedule C. If
either (1) Lessor shall reject such
offer by notice given to Lessee not
later than the 20th day prior to the Termination Date or shall be deemed to
have rejected such offer as provided in the next succeeding sentence or (2) the
Termination Date occurs during an Extended Term, this Lease shall terminate on
the Termination Date, except with respect to obligations and liabilities of
Lessee hereunder, actual or contingent, which have arisen on or. prior to the Termination Date, upon payment by Lessee of all Deferred Rent to and 



 24
 









including
the Termination Date, and all Rent
Payments, additional rent and other
sums then due and payable hereunder to and including the Termination Date, and
the Net Proceeds shall belong to Lessor provided, that, if such termination is
the result of an event of the character described in clause (i) of paragraph
11(a), the Net Proceeds shall be divided between Lessor and Lessee in
proportion to the value of their respective interests in the Premises at the
time of the occurrence of such event. If either the Master Lessor shall reject the offer required to be made by Lessor in
accordance with paragraph 11(b) of the
Master Lease or such offer by Lessor shall be deemed revoked or rescinded as
provided in paragraph 11(b) of the Master Lease, then, for all purposes
hereunder and irrespective of whether Lessor shall have theretofore accepted
Lessee’s offer, Lessor shall conclusively be deemed to have rejected Lessee’s
offer in accord­ance with
this paragraph. Unless Lessor shall have rejected such offer or shall have been
deemed to have rejected such offer, in either case in accordance with this
paragraph, Lessor shall be conclusively presumed to have accepted such offer, and, on the Termination Date, there shall be
conveyed to Lessee or its designee the
interests of Lessor and the Master Lessor in the remaining portion of the
Premises, if any, and there shall be assigned to Lessee or its designee all of
the interests of Lessor and the Master Lessor in the Net Proceeds together with
any amounts which Lessor or Master Lessor may have earned on such Net Proceeds
from the date of 



 25
 









receipt
of such Net Proceeds to the Termination Date, pursuant to and upon compliance
with paragraph 15.


(c) If, after an occurrence of the character referred
to in clauses (i) or (ii) of paragraph 11(a), Lessee does not give notice of
its intention to terminate this Lease as provided in paragraph 11(b), then this
Lease shall continue in full effect, and if such occurrence is during the
Initial or Primary Term of the Lease, Lessee shall rebuild, replace or repair
any damage to the Premises caused by such event in conformity with the
requirements of paragraph 10 so as to restore the Premises (as nearly as
practicable, giving due consideration to the reduction in size of the Premises
attributable to condemnation) to the condition and market value thereof
immediately prior to such occurrence. Prior to any such rebuilding, Lessor and
Lessee shall agree on the maximum cost of such rebuilding (the Restoration Cost). The Restoration Cost shall be paid
first out of Lessee’s own funds to the
extent that the Restoration Cost
exceeds the Net Proceeds payable in connection
with such occurrence, after which expenditure Lessee shall be en-titled to
receive the Net Proceeds, but only against certificates of Lessee delivered to Lessor from time to time as such work of rebuilding, replacement and repair
progresses, each such certificate describing the work for which Lessee is
requesting payment and the cost incurred by Lessee in connection therewith and stating that Lessee has
not theretofore received payment for such work. Lessee may post



 26
 









a
bond, satisfactory to Lessor, in an amount equal to that by which the
Restoration Cost exceeds the Net Proceeds. If Lessee posts such bond, the Restoration Cost shall be paid first
out of the Net Proceeds and to the extent that the Restoration Cost exceeds the Net Proceeds, the balance of the Restoration
Cost shall be paid out of Lessee’s own funds. Any Net Proceeds remaining after
final payment has been made for such work shall be retained by Lessor in the case of an occurrence of the character referred to
in clause (i) of paragraph 11(a)
(provided, however, that if the Restoration Cost is paid first out of Lessee’s
own funds and the Net Proceeds exceed
the balance of the Restoration Cost,  there shall be paid to Lessee first out of the
remaining Net Proceeds, to the extent
available, an amount equal to that of
Lessee’s own funds paid for the Restoration Cost, and the balance of the remaining Net Proceeds, if any,
shall be retained by Lessor) and shall be paid to Lessee in the event of an occurrence of the character referred to in
clause (ii) of paragraph 11(a). To the
extent that any Net Proceeds in excess of $25,000 remain after restoration and
are retained by Lessor, (i) Schedule C shall be modified by recomputing the. percentages set forth in Column 2 thereof to
reflect at each period therein the
present value of the remaining Rent Payments (reduced as described below)
during the Primary Term of this Lease using a discount rate of 5.236% per
semiannual rental period and by further modifying such percentage so as to
reduce any amounts for which payment is



 27
 









determined pursuant to Schedule C, for the periods
following such modification, by the
amount of Deferred Rent (recomputed as determined below) unpaid with respect to
each period following the period in
which such modifications are made; (ii) each Rent Payment payable on and after the first Payment Date occurring six months or more after the final
payment to Lessee for such work shall be reduced by an amount determined by
multiplying each subsequent Rent Pay­ment by a fraction, the numerator of which shall be
the amount so retained, and the denominator of which shall be an amount
determined by subtracting from the Basic Amount (as defined in Schedule C) all
amounts theretofore retained by Lessor; provided, however, that the reduction
of each Rent Payment from year sixteen through year twenty-five of the Primary
Term shall be calculated by multiplying the. final Rent Payment payable in year
fifteen of the Primary Term by the fraction referred to in this clause (ii);
(iii) Fixed Rent thereafter accruing (m) during the Primary Term of this Lease
shall equal the aggregate of Rent Payments payable during the remainder of the
Primary Term (as reduced as described above) minus the amount of Deferred Rent
as of the date of. reduction, all divided by the number of semi-annual rental
periods (including fractions thereof) thereafter re­maining during the Primary
Term of this Lease and (n) during each Extended Term of this Lease, if any,
shall equal the Rent Payment (as reduced as described above) payable for each
rental period during such Extended Term; and (iv)



 28
 









notwithstanding
anything to the contrary contained in this paragraph; (a) the Fixed Rent and
Rent Payments per square foot of the Improvements after the reductions provided
for in clauses (ii) and (iii) of this paragraph 11(c) shall not be less than
the respective Fixed Rent and Rent Payments per square foot prior to such
reduction for each rental period; and, if this clause (iv) results in an
adjustment to Fixed Rent, then (b) the Rent Payments. thereafter payable during
the Primary Term (after the adjustments provided for in clauses (ii) and (iii)
and this clause (iv)) shall  each be increased by an equal
amount so that the aggregate Rent Payments thereafter payable shall equal the
sum of Fixed Rent thereafter accruing (after the adjustments provided for in
clauses (ii) and (iii) and this clause (iv) of this. para­graph 11(c)) during
the remainder of the Primary Term of this Lease plus the amount of Deferred
Rent as of the date of the reduction. For purposes of determining the Fixed
Rent and Rent Payments per square foot of the Improvements, the initial square
footage of the Improvements shall be the number of square feet thereof
reflected on the most recent as-built
survey obtained by Lessor prior to the commencement of the Primary Term. In the
event of any temporary requisi­tion, this Lease shall remain in full effect and
Lessee shall be entitled to receive the Net Proceeds allocable to such
temporary requisition; except that. such portion
of the Net Proceeds allocable to the period after the expiration or termination
of the term of this Lease shall be paid to



 29
 









Lessor.
If the cost of any repairs required to be made by Lessee pursuant to this paragraph 11(c) shall
exceed the amount of the Net Proceeds, the deficiency shall be paid by Lessee.


12.         Insurance. (a) Lessee will
maintain insurance on the Premises of the following character:


(i)                                                                                  Insurance against loss by fire, flood, lightning
and other risks which at the time are included under “extended coverage”
endorsements, in amounts sufficient to prevent Lessor, Lessee or Master Lessor
from becoming a co-insurer of any loss but in any event in amounts not less
than 100% of the actual replacement value of the Improvements, exclusive of
foundations and excavations.


(ii)                                                                               General public liability insurance against claims
for bodily injury, death or property damage occurring on, in or about the
Premises and adjoining streets and sidewalks, in the minimum amounts of
$2,000,000 for bodily injury or death to any one person, $3,000,000 for any one
accident, and $2,500,000 for property
damage or in such greater amounts as
are then customary for property similar in use to the Premises.


(iii)                                                                             Workers’ compensation insurance (including
employers’ liability insurance, if requested by Lessor) to the extent required
of Lessee by the law of the state in
which the Premises are located and to the extent necessary to protect Lessor
and any overlessor and the Premises against workers’ compensation claims.


(iv)                                                                            Explosion insurance in respect of any boilers and
similar apparatus located on the Premises in the minimum amount of $250,000 or
in such greater amounts as are then
customary for property similar in use
to the Premises.


(v)                                                                              
Such other insurance, as may reasonably be requested by Lessor, in such amounts
and against such risks, as is commonly
obtained in the case of property
similar in use to the Premises and located in the state in which the
Premises are located, including war-risk insurance when and to the extent
obtainable from the United States Government or any



 30
 









agency thereof.


Such insurance shall be written by companies of
nationally recognized financial standing legally qualified to issue such
insurance, and shall name as insured parties Lessor, any overlessor of Lessor
and Lessee as their interests may appear. Such insurance shall include a waiver
by the insurer of its rights, if any, to be subrogated to claims against lessor under the Ground Lease, Master
Lessor, Lessor and Lessee at Lessee’s expense. If the Premises or any
part thereof shall be damaged or destroyed by fire or other casualty, and if the estimated cost of rebuilding,
replacing or repairing the same shall exceed $25,000, Lessee promptly shall notify Lessor thereof.


(b)
Every such policy (other than any general public liability or workers’ compensation policy) shall bear a mortgagee endorsement in favor of the mortgagee
or beneficiary (whether one or more, the Mortgagee) under each mortgage, deed
of trust or similar security instrument creating a first lien on the interests
of Lessor or any overlessor of Lessor in the Premises (whether one or more, the
Mortgage); and any loss under any such policy shall be payable to the Mortgagee
to be held and applied pursuant to paragraph 11. Every policy referred to in
paragraph 12(a) shall (i) provide that it will not be cancelled or amended
except after 30 days’ written notice to Lessor, any overlessor of Lessor and
the Mortgagee, (ii) provide that it shall
not be invalidated by any act or negligence of Lessor, Lessee, or any person or entity having an interest
in the



 31
 









Premises, nor by occupancy or use
of the Premises for purposes more hazardous than permitted by such policy, nor
by any foreclosure or other proceedings relating to the Premises, nor by change
in title to or ownership of the Premises, and (iii) include effective waiver by
the insurer of all claims for premiums against all insured parties thereunder
(other than Lessee or any affiliate of Lessee providing such insurance).


(c) Lessee. shall deliver to the Lessor, any overlessor of
Lessor and the Mortgagee originals of the applica­ble
insurance policies or original or duplicate certificates of insurance,
satisfactory to Lessor, any overlessor of Les­sor and the Mortgagee, evidencing the
existence of all insurance which is required to be maintained by Lessee
hereunder, such delivery to be made (i) promptly after the execution and
delivery hereof and (ii) at least 30 days prior to the expiration of any such
insurance. Lessee shall, within thirty (30) days of receiving the same, deliver
to the Lessor and the Mortgagee originals or copies of any amendments affecting
the premises or the insurance policies or original or duplicate certificates of
insurance referred to in the  immediately preceding sentence. Lessee shall not ob­tain or carry separate insurance concurrent in form
or con­tributing in the event of loss with that required by this paragraph 12
unless Lessor, any overlessor of Lessor and the Mortgagee are each a named insured therein, with loss payable as
provided herein. Lessee shall immediately notify Lessor whenever any such
separate insurance is obtained and shall deliver to the



 32
 









Lessor, any overlessor of Lessor
and the Mortgagee the policies or certificates evidencing the same. Any
insurance required hereunder may be provided under blanket policies provided
that the Premises are specified therein.


(d) Notwithstanding the
provisions of this para­graph
12, so long as this Lease remains in effect and the net worth of the Guarantor
(as hereinafter defined) is not less than $2,500,000,000, then and in such
event, Lessee may, upon notice to Lessor, elect to self-insure against any or
all of the risks described in paragraph 12(a) and shall not be required to
maintain any such insurance hereunder and the provisions of this paragraph 12
shall not apply to any such insurance maintained by Lessee. Any notice of such
election by Lessee shall set forth the type of insurance and the amount thereof
which Lessee desires to self-insure and a certification by Lessee that its net
worth at the time of such election is then and will thereafter be at least the minimum amount set forth in the first sentence of
this paragraph 12(d).


(e) If
Lessee elects to self-insure in accordance with the provisions of paragraph
12(d) and in the event of an occurrence of the character referred to in clause
(ii) of paragraph 11(a) then, in any such event, Lessee shall deliver to
Lessor, if required pursuant to the provisions
of paragraph 11 to deliver the proceeds of insurance to Lessor, an
amount equal to the amount which would have been provided had Lessee not
elected to self-insure and maintained insurance in accordance with the
provisions of this paragraph



 33
 









12. Said amount shall be deemed Net Proceeds (as such term is defined in
paragraph 11(a) and shall be subject to the provisions with respect thereto contained in paragraph 11. At all
other times, Lessee shall maintain or cause to be maintained insurance in
accordance with the provisions of paragraph 12.


(f) The
requirements of this paragraph 12 shall not be construed to negate or modify
Lessee’s obligations under paragraph 8.


13.         Right of First Refusal. Lessor
hereby irrevocably assigns to Lessee all of Lessor’s rights to purchase the
interests of the Master Lessor in the Premises pursuant to paragraph 13 of the
Master Lease, or, if Lessor shall then own
the interests of the Master Lessor in the Premises and at any time during the
term of this Lease including Extended Terms, Lessor shall receive and be
willing to accept a bona fide offer from a third party to purchase
Lessor’s interests in the Premises, other than a bid to offer to pur­chase such interests at any sale incidental to the
exercise of any remedy provided for in the Mortgage, or if Lessor shall offer
to sell its interests in the Premises to any third party, Lessor shall promptly
transmit to Lessee a written offer to
sell such interests to Lessee upon the same terms and conditions as are set forth in the third party offer or its
offer to a third party, as the case may be (together with a statement of Lessor’s willingness to accept such offer), together with a true copy



 34
 









of such offer (which shall set
forth the name of the offeror), and shall give Lessee 60 days to accept such
offer. If Lessee shall accept such offer by written notice to such Lessor
within such time, the offer and acceptance shall constitute a contract between
them for the sale by Lessor and the purchase by Lessee of Lessor’s interests in
the Premises. On the date of such purchase, if no event of default hereunder
shall have occurred and be continuing, Lessor shall convey and assign to Lessee Lessor’s interests in the Premises
against payment of the sale price
therefor, provided that such assignment shall be made subject to this Lease, and this Lease shall continue
in full force and effect. If Lessee shall fail to accept such offer within such time, Lessor, within
60 days of the expiration of such time, shall be free to contract to sell its
interests in the Premises on terms no less favorable to Lessor than the terms
set forth in the third party offer or the offer to sell to a third party, as
the case may be, provided that such contract to sell shall be made subject to
this Lease. Lessor shall advise Lessee at least 30 days prior to the transfer
of title to a third party of the
identity of such third party (unless such third party was identified with the
copy of the offer transmitted to Lessee). Lessor agrees that it will not sell
its interests in the Premises to any third party involved in the manufacture,
extrusion or drawing of wire or wire products or if Lessee shall determine in
good faith that its security clearance or the security clearance of United



 35
 









Technologies Corporation, Lessee’s
guarantor, under the Industrial Security Regulations of the Department of
Defense or any other applicable government agency would be adversely affected
by sale to any proposed purchaser and shall so notify Lessor in writing setting
forth the basis of such determination then Lessor shall be prohibited from
making a sale of its interests
in the Premises to such purchaser. The rights assigned and created hereby are
exercisable only so long as this Lease
is in effect; and Lessor and Lessee agree that Lessee shall exercise such
rights only if Lessee is not in default hereunder. The rights assigned hereby
shall expire upon the termination or expiration of this lease.


14.         Uneconomic Use. (a) If the Premises shall have become uneconomic
or unsuitable for continued use and occupancy in Lessee’s
business, and if Lessee has discontin­ued use thereof or decided to discontinue
use thereof, then Lessee may on or after the
first day of the eleventh year of the Primary Term give notice to Lessor
of its intention to terminate this Lease on any Payment Date (the Termination Date) during the Primary Term specified in such
notice which occurs not less than 210 days after the giving of such
notice. Such notice shall also include (i) an irrevocable offer by Lessee to
purchase the interests of Lessor and the Master Lessor in the Premises on the
Termination Date at a price determined in accordance with Schedule C, (ii) a
cer­tification by a Vice President of Lessee and dated
currently stating that Lessee has determined that the Premises have
become



 36
 









uneconomic or unsuitable for continued use and occu­pancy in Lessee’s business and
that Lessee has discontinued use thereof, or
will discontinue use thereof, not later than the Termination Date for a
period of at least 2 years thereafter, and (iii) documentation. to the effect
that termina­tion of this Lease will not be in violation of any
operating agreement then in effect, if any.


If Lessor shall reject such offer
by notice given to Lessee not later than the 30th day prior to the Termina­tion Date or shall be deemed to have rejected such
offer as provided in the next succeeding sentence, this Lease shall terminate
on the Termination Date, except with respect to obligations and liabilities of
Lessee hereunder, actual or contingent, which have arisen on or prior to the Termination Date, upon payment by Lessee
of all Deferred Rent to and including the Termination Date, and all Rent
Payments, all additional rent and all other sums then due and payable hereunder
to and including the Termination Date. If the Master Lessor shall reject the
offer required to be made by Lessor in accordance with paragraph 14(a) of the
Master Lease, then, for all purposes hereunder and irrespective of whether
Lessor shall have theretofore accepted Lessee’s offer, Lessor shall
conclusively be deemed to have rejected Lessee’s offer in accordance with this
paragraph. Unless Lessor shall have rejected such offer or shall have been
deemed to have rejected such offer, in either case in accordance with this
paragraph, Lessor shall be conclusively



 37
 









presumed
to have accepted such offer, and on the Termination Date, there shall be
assigned and conveyed to Lessee or its designee the interests of Lessor and the
interests of the Master Lessor in the
Premises pursuant to and upon compliance with para­graph 15.


(b) If the interests in the
Premises are assigned and conveyed to Lessee or its designee pursuant to this paragraph 14, neither Lessee nor any subsidiary or
affiliate of Lessee shall use the
Premises for a period of two years thereafter, which obligation shall survive
the termination of this Lease.


15.         Procedure Upon Purchase. (a)
Except in connection with a purchase pursuant to paragraph 13, if Lessee shall
purchase any interests in the Premises or any portion thereof pursuant to this
Lease, Lessor need not convey or cause to be conveyed any better title thereto
than existed in Lessor with respect to its interests in the Premises and/or in Master Lessor with respect to its
interests in the Premises, in each case on the date of the commencement
of the Initial Term, and Lessee or its designee shall accept such title,
subject, however, to the state of title to the Premises on the date on which
this Lease commenced; the con­dition of the
Premises on the date of purchase; all charges, liens, security interests
and encumbrances on the Premises and all applicable Legal Requirements, but
free of (i) the lien of the Mortgage; (ii) charges, liens, security interests
and encumbrances resulting from acts of Lessor or the Master Lessor taken without the 



 38
 









consent
of Lessee; and (iii) the Master Lease.


(b) Upon the date fixed
for any purchase of any interest in the Premises or any portion thereof
hereunder, Lessee shall pay the purchase price therefor specified herein,
together with all Rent Payments, Deferred Rent, additional rent and other sums
then due and payable hereunder to and including such date of purchase, and there
shall be delivered to Lessee a special warranty deed to or other conveyance of
the interests in the Premises or portion thereof then being sold to Lessee and
any other instruments necessary to convey the title thereto described in this paragraph  15
and to assign any other property then required to be assigned to Lessee
pursuant hereto. Lessee shall pay all
charges incident to such conveyance and assignment, including reasonable
counsel fees (except counsel fees attributable to clearing title), escrow fees,
recording fees, title insurance premiums and all applicable taxes (other than
any income (including capital gains) or franchise taxes of Lessor or Master
Lessor) which may be imposed by reason of such conveyance and assignment and
the delivery of said deed and other instruments, and all amounts payable by
Lessor pursuant to paragraph 15(b) of the Master Lease. Upon the completion of
any purchase of the entire interest of Lessor in the Premises or of the entire
interests of Lessor and Master Lessor in the Premises, as the case may be (but
not of any lesser interest than the entire interest of Lessor in the Premises
or of the entire interests of Lessor and Master Lessor in the Premises, as the case may be) but not prior thereto (whether
or not any



 39
 









delay
or failure in the comple­tion of
such purchase shall be the fault of Lessor), this Lease shall terminate, except
with respect to obligations and liabilities of Lessee hereunder, actual or
contingent, which have arisen on or prior to
such date of purchase. This paragraph 15(b) does not apply to a purchase upon
the exercise of the right of first refusal contained in paragraph 13.


16.           Assignment
and Subletting. Lessee may sublet the Premises or assign its interest
hereunder during the Initial Term, the
Primary Term and any Extended Term of this Lease, provided that each
assignment or sublease shall ex­pressly be made subject to the provisions
hereof. No such assignment or sublease shall modify or limit any right or power of Lessor hereunder or affect or reduce any
obligation  of Lessee hereunder, and
all such obligations shall continue in full effect as obligations of a
principal and not of a guarantor or surety, as though no assignment or  subletting had been made. No
such assignment or subletting shall be made if such assignment or subletting
would release or reduce the obligations of the Guarantor under the Guaranty,
dated as of the date hereof (herein, as amended or supple­mented from time to time, called the
Guaranty), from Guaran­tor to
Lessor relating to this Lease.


Neither this Lease nor the term
hereby demised shall be mortgaged by Lessee, nor shall Lessee mortgage or
pledge its interest in any sublease of the Premises or the rentals payable
thereunder. Any such mortgage or pledge, and any sublease or assignment made
otherwise than as permitted



 40
 









by
this paragraph 16, shall be void. Lessee shall, within 10 days after the
execution of any such sublease
or assignment, deliver a conformed copy thereof to Lessor.


17.           Permitted
Contests. Lessee shall not be required, nor shall Lessor have the right, to
pay, discharge or remove any tax,
assessment, levy, fee, rent (except Rent Payments, Deferred Rent or additional
rent or other sums due hereunder payable to or for the benefit of Lessor, or any rent payable to the ground lessor under
the Ground Lease), charge, lien, or encumbrance, or to comply with any Legal Requirement applicable to the Premises or
the use thereof, as long as Lessee shall contest, in good faith and with
diligence, the existence, amount or validity thereof by appropriate proceedings
which shall prevent the collection of or other realization upon the tax,
assessment, levy, fee, rent, charge, lien or encumbrance so contested, and
which also shall prevent the sale, forfeiture or loss of the Premises or any
Fixed Rent, Deferred Rent or Rent Payment, or any additional rent or other sum
required to be paid by. Lessee hereunder, or any amounts payable by
lessee under the Master Lease, to satisfy the same or Legal Requirements, and
which shall not affect the payment of any Fixed Rent, Deferred Rent or Rent
Payment, any additional rent or any other sum required to be paid by Lessee
hereunder, or any amounts payable by lessee under the Master Lease; provided
that such contest shall not subject Lessor, Master Lessor or any assignee of
their respective interests in the Premises including without limitation their
respective


 



 41















interests in this Lease
and the Master Lease (including any person or entity having a beneficial
interest in such interests), to the risk of any criminal liability or any
material civil liability. Lessee shall give such reasonable security as may be
demanded by Lessor, Master Lessor or the Mortgagee to insure ultimate payment
of such tax, assessment, levy, fee, rent, charge, lien, or encumbrance and
compliance with Legal Requirements and to prevent any sale or forfeiture of the
Premises, any Fixed Rent, Deferred Rent or Rent Payment, any additional rent or
any other sum required to be paid by Lessee hereunder, or any amounts required
to be paid by lessee under the Master Lease by reason of such non-payment or
noncompliance.


18.         Conditional
Limitations; Default Provisions.


(a) Any of the following occurrences or acts shall
constitute an event of default under this Lease; (i) failure to (1) make any
Rent Payment or pay any Deferred Rent, additional rent or other sum as and when
required to be paid by Lessee hereunder and such failure shall continue for 8 days after notice to Lessee of such
failure or (2) observe or perform any other provision hereof and such failure
shall continue for 28 days after notice to Lessee of such failure (provided,
that in the case of any such default which cannot be cured by the payment of
money and cannot with diligence be cured within such 28-day period, if Lessee
shall commence promptly to cure the same and thereafter prosecute the curing
thereof with diligence, the time within which
such default may be cured



 42
 









shall be extended for
such period as is necessary to complete the curing thereof with diligence); or
(ii) if any representation or warranty of Lessee set forth in any notice,
certificate, demand or request pursuant hereto shall prove to be incorrect in
any material and adverse respect as of the time when the same shall have been
made, and the facts shall not be conformed to such representation or warranty
promptly after written notice to Lessee of such inaccuracy and Lessor or Master
Lessor shall not be restored promptly after such notice to the position it
would have enjoyed had any loss or detriment suffered by it as a result of such
inaccuracy not occurred; or (iii) if Lessee shall become a debtor in a case
filed under Chapter 7 of the Bankruptcy Code, or in a case filed under Chapter
11 of the Bankruptcy Code, or in a case filed under Chapter 7 of the Bankruptcy
Code which is transferred to Chapter 11; or if Lessee shall file a petition in
bankruptcy or for reorganization or for an arrangement pursuant to any federal
or state bankruptcy law or any similar
federal or Mate law, or shall be
adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of creditors or
shall admit in writing its inability to pay its debts generally as they become
due, or if a petition or answer proposing the adjudication of Lessee as a
bankrupt or its reorganization pursuant to any federal or state bankruptcy law
or any similar federal or state law shall be filed in any court and Lessee
shall consent to or acquiesce in the filing thereof or such petition or answer shall not be



 43
 









discharged
or denied within 120 days after the
filing thereof; or (iv) if a receiver, trustee or liquidator of Lessee or of
all or substantially all of the assets
of Lessee or of the Premises or  Lessee’s estate therein shall be appointed in any
proceeding brought by Lessee, as the
case may be, or if any such receiver, trustee or liquidator shall be appointed
in any proceeding. brought against Lessee and shall not be discharged within
120 days after such appointment, or if Lessee shall consent to or acquiesce in
such appointment; or (v) if the Premises shall have been left unoccupied and
unattended for a period of 30 days; or (vi) if as a result of a default by
Lessee hereunder the lessor under the Ground Lease shall have the right to
terminate or to re-enter and take possession of the premises leased thereunder.


(b) If an event of
default shall have happened and be continuing, Lessor shall have the right to
give Lessee notice of Lessor’s termination of the term of this Lease. Upon the
giving of such notice, the term of this Lease and the estate hereby granted
shall expire and terminate on such date as fully and completely and with the
same effect as if such date were the date herein fixed for the expiration of
the term of this Lease, and all rights of Lessee hereunder shall expire and
terminate, but Lessee shall remain liable as hereinafter provided.


(c) If an event of default shall have happened and be continuing, Lessor
shall have the immediate right, whether or not the term of this Lease shall
have been terminated



 44
 









pursuant to paragraph 18(b), to re-enter and repossess the Premises by
summary proceedings, ejectment, any other legal action or in any lawful manner
Lessor determines to be necessary or desirable and the right to remove all
persons and property therefrom. Lessor shall be under no liability by reason of
any such re-entry, repossession or removal. No such re-entry or repossession of
the Premises shall be construed as an election by Lessor to terminate the term
of this Lease unless a notice of such termination is given to Lessee pursuant
to paragraph 18(b), or unless such termination is decreed by a court or other
governmental tribunal of competent jurisdiction.


(d) At any time or
from time to time after the re-entry or repossession of the Premises pursuant
to para­graph 18(c), whether or not the term of this Lease shall have been
terminated pursuant to paragraph 18(b). Lessor may (but shall be under no
obligation to) relet the Premises for the account of Lessee, in the name of
Lessee or Lessor or otherwise, without notice to Lessee, for such term or terms
and on such conditions and for such uses as Lessor, in its absolute discretion,
may determine. Lessor may collect and receive any rents payable by reason of
such reletting. Les­sor
shall not be liable for any failure to relet the Prem­ises or for any failure
to collect any rent due upon any such reletting.


(e) No
expiration or termination of the term of this Lease pursuant to paragraph
18(b), by operation of law or otherwise, and no re-entry or repossession of the
Premises pursuant to paragraph 18(c) or otherwise, and no reletting of



 45
 









the Premises pursuant to paragraph 18(d) or otherwise, shall relieve
Lessee of its liabilities and obligations hereunder, all of which shall survive
such expiration, termination, re-entry, repossession or reletting.


(f) In the event of any
expiration or termination of the term of this Lease or re-entry or repossession
of the Premises by reason of the occurrence of any event of default, Lessee
will pay to Lessor all Deferred Rent and all Rent Payments to and including the
date of such expiration, termination, re-entry or repossession, and all
additional rent and other sums required to be paid by Lessee to and including
the date of such expiration, termination, re-entry or repossession; and,
thereafter, Lessee shall, until the end of what would have been the term of
this Lease in the absence of such expiration, termination, re-entry or
repossession, and whether or not the Premises shall have been re-let, be liable
to Lessor for, and shall pay to
Lessor, as liquidated and agreed current damages: (i) all Rent Pay­ments (increased by the amount
of Deferred Rent allocable to each payment period through the 15th year of the
Primary Term of this Lease and reduced after the 15th year of the Primary Term
of this Lease by that portion of such Rent Pay­ment which constitutes Deferred Rent
actually paid pursuant to the first sentence of this paragraph 18 (f)),
additional rent and other sums which would be payable under this Lease by
Lessee in the absence of such expiration, termination, re-entry or
repossession, less (ii) the net proceeds, if any, of any reletting effected for



 46
 









the account of
Lessee pursuant to paragraph 18(d), after deducting from such proceeds all
expenses of Lessor and Master Lessor in connection with such reletting
(including, but not limited to all re-possession costs, brokerage commissions,
reasonable attor­neys’
fees and expenses, employees’ expenses, alteration costs and expenses of
preparation for such reletting). Les-see will pay such current damages on the
days on which Rent Payments would be payable under this Lease in the absence of
such expiration, termination, re-entry or repossession, and Lessor shall be
entitled to recover the same from Lessee on each such day.


(g) At
any time after any such expiration or termination of the term of this Lease or
re-entry or repossession of the Premises by reason of the occurrence of an
event of default, whether or not Lessor shall have collected any current
damages pursuant to paragraph 18(f), Lessor shall be entitled to recover from
Lessee, and Lessee will pay to Lessor on demand, as and for liquidated and
agreed final damages for Lessee’s default and in lieu of all current damages
beyond the date of such demand (it being agreed that it would be impracticable
or extremely difficult to fix the actual damages), an amount equal to the
excess, if any, of (a) the aggregate of all Rent Payments under this Lease
(less any Deferred Rent actually paid pursuant to paragraph 18(f)), plus
additional rent and other sums which would be payable under this Lease, in each
case from the date of such demand (or, if it be earlier, the date to which
Lessee shall have satisfied



 47
 









in full its
obligations under paragraph 18(f) to pay current damages) for what would be the
then unexpired term of this Lease in the absence of such expiration,
termination, re-entry or repossession, discounted at the rate of 5% per annum
over (b) the then fair rental value of the Premises, discounted at the rate of
5% per annum for the same period. If any law shall limit the amount of such
liquidated final damages to less than the amount above agreed upon, Lessor
shall be entitled to the maximum amount allowable under such law.


(h) (1) In the event that
Lessee shall become a debtor under Chapter 7 of the Bankruptcy Code and Lessee’s
trustee or Lessee shall elect to assume this Lease for the purpose of assigning
the same or otherwise, such election and assignment may be made only if the
provisions of sub-paragraphs (2) (i) through (iv) and subparagraph (3) (i) of
this paragraph 18(h) are satisfied as if the election to assume were made in a
case filed under Chapter 11 of the Bankruptcy Code. If Lessee or Lessee’s
trustee shall fail to elect to assume this Lease within 120 days after the
filing of such petition or such additional time as provided by the court within
such 120-day period, this Lease shall be deemed to have been rejected. Immediately upon such failure or upon a rejection
of this Lease by Lessee or Lessee’s trustee, Lessor shall be entitled to
possession of the Premises without further obligation to Lessee or Lessee’s
trustee and this Lease, upon the election of Lessor, shall terminate, but
Lessor’s right to receive damages or liquidated damages pursuant to this
paragraph 18 in



 48
 









any such proceeding shall survive.


(2) In
the event that the Lessee shall become a debtor in a case filed under Chapter
11 of the Bankruptcy Code, or in a case filed under Chapter 7 of the Bankruptcy
Code which is transferred to Chapter 11, Lessee’s trustee or Lessee, as
debtor-in-possession, must elect to assume this Lease within 120 days from the date of filing of the petition under
Chapter 11 or the transfer thereto, or Lessee’s trustee or Lessee, as
debtor-in-possession, shall be deemed to have rejected this Lease. In the event
that Lessee, Les­see’s
trustee or Lessee, as debtor-in-possession, has failed to perform all of Lessee’s obligations under this
Lease within the time periods (excluding grace periods) required for such
performance, no election by Lessee’s trustee or Lessee, as
debtor-in-possession, to assume this Lease, whether under Chapter 7 or Chapter 11, shall be permitted or effective unless each of the following conditions
has been satisfied:


(i)                 Lessee’s trustee
or Lessee, as debtor-in-possession,
has cured all defaults, under the Lease, or has pro­vided Lessor with Assurance (as defined below) that it will cure, all defaults susceptible of being cured by
the payment  of money within 10 days from the date of such
assumption and that it will cure all
other defaults under this Lease which are
susceptible of being cured by the performance of any act  promptly
and with diligence and continuity after the date of such assumption.


 



 49















(ii)                   Lessee’s trustee or Lessee, as
debtor-in-possession, has compensated, or has provided Lessor with Assur­ance
that within 10 days from the date of such assumption Lessor will be compensated
for any actual pecuniary loss incurred
by Lessor arising from the default of Lessee, Lessee’s trustee or Lessee, as
debtor-in-possession.


(iii)                  Lessee’s
trustee or Lessee, as debtor-in-possession, has provided Lessor with Assurance
of the future performance of each of the obligations under this Lease of
Lessee.


(iv)                  Such
assumption will not breach or cause a default under any provision of any other
lease, Mortgage, financing agreement or other agreement by which Lessor is
bound relating to the Premises or any Legal Requirements.


For purposes of this
paragraph 18(h), Lessor. and Lessee acknowledge that “Assurance” shall mean no
less than: (A) Lessee’s trustee or Lessee, as debtor-in-possession, has and
will continue to have sufficient unencumbered assets af­ter the payment of all
secured obligations and administrative expenses to assure Lessor that
sufficient funds will be available to fulfill the obligations of Lessee under
this Lease and (B) there shall have been deposited with Lessor, or the
Bankruptcy Court shall have entered an order segre­gating sufficient cash payable to Lessor,
and/or Lessee’s trustee or Lessee, as debtor-in-possession, shall have granted
a valid and perfected first lien and security inter­est and/or mortgage in property of Lessee,
Lessee’s trustee or Lessee, as debtor-in-possession,



 50
 









acceptable as to value and kind to Lessor and Lessor’s
assignees, if any, to secure to Lessor the obligation of Lessee, Lessee’s
trustee or Lessee,-as debtor-in-possession, to cure the defaults under this
Lease, monetary and/or non-monetary, within the time periods set forth above.


(3) In the event that this Lease is assumed in accordance with paragraph
18(h)(2) hereof and thereafter Lessee is liquidated or files or has filed
against it a subsequent petition under Chapter 7 or Chapter 11 of the
Bankruptcy Code, then Lessor may, at its option, terminate this Lease and all
rights of Lessee hereunder, by giving Lessee notice of its election to so
terminate within 30 days after the occurrence of any such event.


(4) If Lessee’s
trustee or Lessee, as debtor-in-possession, has assumed the Lease pursuant to
the terms and provisions of subparagraphs (1) or (2) of this paragraph 18(h)
for the purpose of assigning (or elects to assign) this Lease, this Lease may
be so assigned only if the intended assignee has provided adequate assurance of
future performance of all of the terms, covenants and conditions of this Lease
to be performed by Lessee. As used herein “adequate assurance of future
performance” shall mean that no less than each of the. following conditions has
been satisfied:


(i)                   The
intended assignee has furnished Lessor and Lessor’s assignee, if any, with a
current financial statement audited by a certified public accountant indicating
a net worth and working capital in amounts which are sufficient to assure



 51
 









the future performance by such assignee of Lessee’s obligations under
this Lease or a guarantee, in form and substance satisfactory to Lessor and
Lessor’s assignees, if any, from one or more persons with a net worth equal to or in excess of
$200,000,000.


(ii)                Lessor has obtained
all consents or waivers from others required under any lease, Mortgage,
financing arrangement or other agreement by which Lessor is bound to permit
Lessor to consent to such assignment.


(iii)                The proposed
assignment will not release or impair
any guarantee of the obligations of Lessee (including the Guarantor and the
proposed assignee) under this Lease.


(5) When, pursuant to the Bankruptcy Code, Lessee’s trustee or Lessee, as
debtor-in-possession, shall be obliged to pay reasonable use and occupancy
charges for the use of the Premises, such charges shall not be less than the
Rent Payments, additional rent and other monetary obligations for real estate
taxes, insurance and other charges payable by Lessee under this Lease.


(6) Except as otherwise provided by law or herein, neither the whole nor
any portion of Lessee’s interest in this Lease or its estate in the Premises
shall pass to any trustee, receiver, assignee for the benefit of credi­tors, or
any other person or entity, unless Lessor shall have consented to such transfer
in writing. No acceptance by Lessor of rent or any other payments from any such
trustee, receiver, assignee, person or other entity shall be deemed to
constitute such



 52
 









consent by Lessor nor shall it be deemed a waiver of Lessor’s right to
terminate this Lease for any transfer of Lessee’s interest under this Lease
without such consent.


(7) In the event of an assignment of Lessee’s interests pursuant to this
paragraph 18(h), the right of such assignee to extend the term of this Lease
for an extended term beyond the then term of this Lease shall be extinguished.


(8) The occurrence
of any of the following events with respect to United Technologies Corporation,
the guarantor of the obligations of Lessee under this Lease pursuant to that certain
Amended and Restated Guaranty from United Technologies Corporation (herein,
together with any corporation succeeding thereto by consolidation, merger or
acquisition of its assets substantially as an entirety called the Guarantor)
shall be deemed an event of default for purposes of this paragraph 18 and shall
entitle Lessor to. exercise the rights and remedies available to
Lessor under such paragraph:


(i)           if
Guarantor shall file a petition in bankruptcy or for reorganization or for
arrangement, or be adjudicated a bankrupt or become insolvent or become a
debtor under the Bankruptcy Code or any state bankruptcy or insolvency law or any similar provisions of any future
federal or state bankruptcy or insolvency statute; or (ii) if Guarantor shall
make an assignment for the benefit of creditors or admit in writing Guarantor’s
inability to pay its debts generally as they become due; or (iii) if a petition
or answer proposing the adjudication of Guarantor as bankrupt or



 53
 









a debtor or as insolvent
or the reorganization of Guarantor pursuant to any present or future federal or
state bankruptcy or insolvency code or law shall be filed and Guarantor shall
consent to or acquiesce in the filing thereof or in such petition or answer or
fail to vacate or discharge the same within 120 days after filing thereof; or
(iv) if a receiver, trustee or liquidator of Guarantor or all or substantially
all of Guarantor’s assets shall be appointed in any proceeding brought by
Guarantor or if Guarantor shall fail to cause the discharge of such appointment
within 120 days after such appointment in any proceeding brought against
Guarantor or if Guarantor shall consent to or acquiesce in such appointment in
any proceeding brought by Guarantor or if Guarantor shall fail to cause the vacating
or discharge of such appointment within 120 days after such appointment in any
proceeding brought against Guarantor or if Guarantor shall consent to or
acquiesce in such appointment in any proceeding brought against Guarantor; or
(v) if any representation or warranty of Guarantor set forth in any notice,
certificate, demand or request under, pursuant to or in connection with the
Guaranty shall prove to be incorrect in any material and adverse respect as of
the time the same shall have been made, and the facts shall not be conformed to
such representation or warranty promptly after written notice to Guarantor of
such inaccuracy and Lessor or Master Lessor shall not be restored promptly
after such notice to the position it would have enjoyed had any loss or
detriment suffered by it as a result



 54
 









of such inaccuracy not
occurred; or (vi) if Guarantor fails to deliver any financial statements,
reports, proxy statements or registration statements in accordance with
paragraph 7 of the Guaranty and such failure shall continue for 30 days after
notice to Guarantor of such failure.


19.         Additional Rights of Lessor. (a)
No right or remedy hereunder shall be exclusive of any other right or remedy,
but shall be cumulative and in addition to any other right or remedy hereunder
or now or hereafter existing. Failure to insist upon the strict performance of
any provision hereof or to exercise any option, right, power or remedy
contained herein shall not constitute a waiver or relinquishment thereof for
the future. Receipt by Lessor of any Rent Payments, Deferred Rent, additional
rent or other sum payable hereunder with knowledge of the breach of any
provision hereof shall not constitute waiver of such breach, and no waiver by
Lessor of any provision hereof shall be deemed to have been made unless made in
writing. Lessor shall be entitled to injunctive relief in case of the
violation, or attempted or threatened violation, of any of the provisions
hereof, or to a decree compelling performance of any of the provisions hereof,
or to any other remedy allowed to Lessor by law.


(b) Lessee hereby waives and surrenders for itself and all those
claiming under it, including creditors of all
kinds, (i) any right and privilege which it or any of them may have to redeem
the Premises or to have a continu­ance of this Lease after termination of
Lessee’s right of occupancy



 55
 









by order or judgment of any court or by any legal process or writ, or
under the terms of this Lease, or after the termination of the term of this
Lease as herein provided, and (ii) the benefits of any law which exempts
property from liability for debt or for distress for rent.


(c) If Lessee
shall be in default in the performance of any of its obligations hereunder,
Lessee shall pay to Lessor, on demand, all expenses incurred by Lessor and
Master Lessor as a result thereof, including reasonable attorneys’ fees and
expenses. If Lessor and/or Master Lessor shall be made a party to any
litigation commenced against Lessee and Lessee shall fail to provide Lessor and
Master Lessor with counsel approved by each and pay the expenses thereof,
Lessee shall pay all costs and reasonable attor­neys’ fees and expenses incurred by Lessor
and Master Lessor in connection with such litigation.


20.         Notices, Demands and Other
Instruments. All notices, offers, consents and other instruments given
pursu­ant to this Lease shall be in writing and shall be validly given when
hand delivered or sent by a courier or express service guaranteeing overnight
delivery, (a) if to Lessor, addressed to it at its address set forth above, (b)
if to Lessee, addressed to Lessee at its address set forth above and (c) in all
cases, with a copy to the Master Lessor, addressed to the Master Lessor c/o
Proskauer Rose Goetz & Mendelsohn, 300 Park Avenue, New York, New York 10022,
Attention: Managing Clerk. Lessor, Lessee and Master Lessor each may from time
to time



 56
 









specify,
by giving 15 days’ notice to each other party,
(i) any other address in the United States as its address for purposes
of this Lease and (ii) any other person or entity that is to receive copies of
notices, offers, consents and other instruments hereunder.


21.         Estoppel Certificates. Lessee
will, from time to time, upon 20 days’ prior request by Lessor, exe­cute, acknowledge and deliver to Lessor a
certificate of Lessee stating that this Lease is unmodified and in full effect (or,
if there have been modifications, that this
Lease is in full effect as modified, and setting forth such modifications) and
the dates to which any Rent Payments, Deferred Rent, additional rent and other
sums payable hereunder have been paid, and either stating that to the knowledge
of the signer of such certificate no default exists hereunder or specifying
each such default of which the signer has knowledge and whether or not Lessee is
still occupying and operating the Premises. Any such certificate may be relied upon by any prospective mortgagee or
purchaser of the Premises.


22.         No Merger. There shall be
no merger of this Lease or of the leasehold estate hereby created with any of
the Ground Lease, the Master Lease or the fee estate in the Premises by reason of the fact that the same.
person acquires or holds, directly or indirectly, this Lease or the
leasehold estate hereby created or any interest herein or in such leasehold
estate as well as any of (a) the Ground Lease or the leasehold estate thereby
created or any interest in the Ground Lease or such leasehold estate or (b) the
Master Lease or the



 57
 









leasehold estate
thereby created or any interest in the Master
Lease or such leasehold estate or (c) the fee estate in the Premises or any
interest in such fee estate.


23.         Surrender. Upon the expiration
or termina­tion of the Primary Term, or if exercised, any Extended Term, Lessee
shall surrender the Premises to Lessor in the condition in which the Premises
were originally received from Lessor, except as repaired, rebuilt, restored,
altered or added to as permitted or required hereby and except for ordinary
wear and tear. Lessee shall remove from the Premises on or prior to such
expiration or termination all property situated thereon which is not owned by
Lessor, and shall repair any damage caused by such removal. Property not so
removed shall become the property of Lessor, and Lessor may cause such property
to be removed from the Premises and disposed of, but the cost of any such
removal and disposition and of repairing any damage caused by such removal
shall be borne by Lessee.


24.         The Ground Lease.  (a)  All rights of Lessee and Lessor under this
Lease are subject to the covenants, terms and conditions of the Amended and
Restated Ground Lease, dated as of January 15, 1985 (the “Ground Lease”),
between Essex Group, Inc., as lessor,
and Master Lessor, as lessee, thereunder, and the Master Lease. Lessee will
duly and punctually observe and perform all covenants, terms and conditions
imposed by the Ground Lease upon the lessee thereunder, including, without
limitation, the payment of all fixed rent, additional rent, and any other sums
payable under or pursuant to the Ground Lease,



 58
 









to the end that lessee
under the Ground Lease and Lessor shall have no responsibility for compliance
with the provisions of the Ground Lease and shall be exonerated and held
harmless from all liability thereunder; provided, however, that Lessee’s
obligations under this paragraph 24(a) shall not be greater than the
obligations imposed by the Ground Lease upon the lessee thereunder. Lessee
shall give Lessor notice of any uncured default under the Ground Lease at least
20 days prior to the expiration of any applicable grace period for the curing
of such default, and thereafter Lessor shall be entitled to enter upon the
Premises to the extent that such entry is necessary for the curing of such
default by Lessor.


(b) If any event shall
occur which, pursuant to the terms of the Ground Lease, with or without the
passage of time, shall enable the ground lessee under such Ground Lease to
terminate the same, Lessee shall notify Lessor and the Mortgagee, if any, of
such event within 5 days after Lessee shall have become aware of the occurrence
thereof. Notwithstanding any such right of termination, Lessee shall take no
action so to terminate such Ground Lease and shall take such action, if any, as
shall be necessary to maintain the estate of Lessor in the Premises.


(c) If any event shall occur
which, pursuant to the terms of the Ground Lease, with or without the passage
of time, shall enable the ground lessor under the Ground Lease to terminate the
same or to impair or restrict the rights of the ground lessee thereunder,
Lessee shall notify Lessor and the



 59
 









Mortgagee,
if any, of such event within 5 days after Lessee shall have become aware of the
occurrence thereof and shall take such action, if any, as  shall be necessary to maintain the right
in the Premises of ground lessee under the Ground Lease and to enable the full
enjoyment of such rights as they existed prior to such impairment or
restriction.


25.           Attornment.
In the event of a termination or expiration of the Master Lease or rejection of
the Master Lease by Lessor as debtor in possession or Lessor’s trustee in
bankruptcy, Lessee shall have the right and, at the option of Master Lessor,
shall be obligated to attorn to and recognize Master Lessor as Lessee’s lessor
under this Lease, in either of which events this Lease shall continue in full
force and effect as a direct lease between Lessee and Master Lessor, upon all
the terms and conditions of this Lease (including without limitation any rights
to extend the term of this Lease) inasmuch as Master Lessor has agreed in such event to recognize this Lease and the rights of
Lessee hereunder and not to disturb the possession of Lessee in and to the
Premises, all in accordance with the terms and conditions of this Lease. Any
such attornment shall be effective and self-operative as of the date of such
termination or expiration of the Master Lease without the execution of any
further instrument; provided, however, that upon the request of Master Lessor,
Lessee shall execute and deliver any such instruments in recordable form as
shall be satisfactory to Master Lessor to evidence such attornment. Such
attornment shall provide



 60
 









Master
Lessor with all rights of Lessor under this Lease and Lessee shall be obligated
to the Master Lessor to perform all of the obligations of Lessee hereunder.
Master Lessor shall have no liability to Lessee nor shall the performance by
Lessee of its obligations under this Lease, whether prior to or after any such
attornment, be subject to any defense, counterclaim or setoff by reason of any
default by Lessor in the performance of any obligation to be performed by
Lessor under this Lease. The provisions of this paragraph shall survive the
termination or expiration of the Master Lease or this Lease.


26.         Merger, Consolidation or Sale of
Assets. It shall be a condition precedent to the merger of Lessee into
another corporation, to the consolidation of Lessee with one or more other
corporations and to the sale or other disposition
of all or substantially all the assets of Lessee to one or more other entities
that the surviving entity or transferee of assets, as the case may be, shall
(except where by operation of law there is an assumption of obligations,
covenants and responsibilities of Lessee hereunder) deliver to Lessor and to
the Mortgagee an acknowledged instrument in recordable form assuming all
obligations, covenants and responsibilities of Lessee hereunder and under any
instrument executed by Lessee consenting to the assignment of Lessor’s interest
in this Lease to the Mortgagee as security for indebtedness. Lessee covenants
that it will not merge or consolidate or sell or otherwise dispose of all or
substantially all of its assets



 61
 









unless
such an instrument shall have been so delivered.


27.         Separability; Bindinq Effect;
Miscellaneous. Each provision hereof shall be separate and independent and
the breach of any such provision by Lessor shall not discharge or relieve
Lessee from its obligations to perform each and every covenant to be performed
by Lessee hereunder. If any provision hereof or the application thereof to any
person or circumstance shall to any extent be invalid or unenforceable, the
remaining provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforceable to the extent permitted by law. All provisions contained
in this Lease shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and assigns of Lessor and Lessee to
the same extent as if each such successor and assign were named as a party
hereto and the same shall be and be construed as covenants running with the
land. This Lease may not be changed, modified or discharged except by a writing
signed by Lessor and Lessee and consented to by Master Lessor. Any such change,
modification or discharge made otherwise than as expressly permitted by this
paragraph shall be void. This Lease shall be governed by and interpreted in
accordance with the laws of the state in which the Premises are located.


28.         Investment Tax Credit. Lessor
agrees to elect, and to execute all documents necessary to effect such
election, in accordance with Section 48(d) of the Internal Revenue Code



 62
 









of 1954, as amended, and,
the regulation promulgated thereunder, to treat Lessee as having purchased all
eligible property in the Premises .in order
that Lessee may  obtain
the benefit of the credit, if any, allowed or allowable with respect thereto
under Section 38 of the Internal Revenue Code of 1954, as amended. The Lessor
also agrees to elect, and to execute all documents necessary to effect such
election in accordance with the laws of the state in which the Premises are
located to treat the Lessee as having purchased all eligible property in the
Premises in order that the Lessee may obtain the Investment Tax Credit, if any,
allowed or allowable under the laws of said State.


29.         Representations. Lessor
represents that it is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, has made all necessary
filings in the state in which the Premises are located and has the full
corporate power and authority to execute and deliver this Lease. Lessee
represents that it is a corporation duly organized, validly existing and in
good. standing under the laws of the State of Michigan, has made all necessary
filings and is duly qualified to do business in the state in which the Premises
are located and has the full corporate power and authority to execute and
deliver this Lease.


30.         Headinqs and Table of Contents.
The table of contents and the headings of the various Paragraphs and



 63
 









Schedules of this Lease have been inserted for
reference only and shall not to any extent have the. effect of
modifying, amending or changing the expressed
terms and provisions of this Lease:


31.         Schedules. The following are
Schedules A, B, and C referred to in this Lease, which Schedules are hereby
incorporated by reference herein.



 64
 









IN WITNESS WHEREOF, the parties hereto have caused
this Lease to be executed as of the date first above written.


	
  

  	
   

  	
   

  	
  STEMP LEASING CORP., Lessor

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
  Assistant
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ESSEX GROUP,
  INC., Lessee

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
  Assistant
  Secretary

  	
   

  	
   

  	
   

  



 



 65















(Franklin, Tennessee)


(Sublease)

(Memo of Sublease)


SCHEDULE A


PART I


LEGAL DESCRIPTION


All that certain lot,
tract or parcel of land lying and being
situated on Southeast Parkway Drive in the City of Franklin, County of
Williamson, State of Tennessee.


Beginning at a concrete monument located at the end of
the Southeast Parkway in the southerly right-of-way and being the southwest
corner of the Parkway and the proposed county road and the northeast corner of
the herein described land; thence with the westerly right-of-way of the road
and the Clyde Russell Sullivan property S 6° 06’
26” W a distance of 909.30 feet to an iron pin located in the northerly
right-of-way of the Franklin By-Pass; thence with the northerly right-of-way of
the By-Pass as follows: S 78° 56’ 41” W a distance of 295.38 feet to an
iron pin; N 79° 58’ 15” W a distance of 382.25 feet to an iron pin; N 85° 24’
12” W a distance of 237.27 feet to an iron pin located in the easterly line of
the Lasko Metal Products, Inc. property; thence with the easterly line of the
Lasko Metal products, Inc. property northerly with a curve concave to the east having a
radius of 2800.79 feet a distance of 947.77 feet (long cord N 4° 38’ 36” W, 943.25’). to an iron pin located
in the southerly right-of-way of the Southeast Parkway; thence with the
southerly right-of-way of the Parkway S 86° 32’ 41” E a distance of 1077.87 feet to the point of beginning.


Being the same property
conveyed to Stemp Leasing Corp. from Syrcar Associates Limited Partnership
pursuant to a Master Lease Agreement, dated as of December 1, 1983, a
memorandum of which was recorded on December
16,
1983 in Book 465, Page  229 in
Register’s Office for Williamson County, Tennessee, as amended and
restated by Amended and Restated Master Lease Agreement
dated as of January 15, 1985, a memorandum of which is recorded in Book       
, Page      
in Register’s Office for Williamson County, Tennessee.



 A-1
 









Franklin,Tennessee)


SCHEDULE A


PART II


AGREEMENTS


Together with the
interests, including, without limitation, the rights, licenses, easements and
privileges relating to the above-described property granted in the following
instruments (hereinafter called the “Agreements”):


 


1. Terms and conditions
of that certain Common Wall Agreement, dated as of December 1, 1983, •among
Essex Group, Inc.,.Syrcar Associates Limited Partnership and United
Technologies Corporation, recorded on December 16, 1983 in Volume 465, Page 213
in Register’s Office for Williamson County, State of Tennessee.


 



 A-2















Franklin, Tennessee


(Sublease)


(Memo of Sublease)


SCHEDULE A

PART III

PERMITTED EXCEPTIONS


1.                                       Taxes and assessments of whatever kind which may
be a lien but which are not yet delinquent.


2.                                       Easement
to construct, operate and maintain electric lines
granted by John C. Crouch to the. Tennessee Electric Membership
Corporation by instrument dated March 8, 1951 which has not been recorded.


3.                                       Easement
to construct, operate and maintain electric lines granted to Middle Tennessee
Electric Membership Corporation by
instrument dated February 8, 1983 recorded June 15, 1983 in Book 445,
Page 588 in Register’s Office for Williamson County, State of Tennessee.


4.                                       Financing
Statement in favor of General Electric Credit Corporation
recorded with file number 36366 on January.  18, 1983 in Book 432, Page 255 in Register’s Office for
Williamson County, State of Tennessee.


5.                                       Easement
for sanitary sewer granted to The Town of Franklin, State of Tennessee as shown
on a survey made by Ronny G. Brown dated November 10, 1983, redated on December 2, 1983, redated on January 5, 1985 and
redated on February      , 1985.


6.                                       Common Wall Agreement between Syrcar Associates
Limited Partnership, Essex Group, Inc. and United Technologies
Corporation, dated as of December 1, 1983, recorded on December 16, 1983 in
Book 465, Page 213 in Register’s Office for Williamson County, State of
Tennessee.


7.                                       Ground
Lease Agreement, dated as of December 1, 1983, between Essex Group, Inc., as
lessor, and Syrcar Associates Limited Partnership, as lessee, a memorandum of
which was recorded on December 16, 1983 in Book 465, Page 130 in Register’s
Office for Williamson County, State of Tennessee, as amended and restated by
Amended and Restated Ground Lease, dated as
of January 15, 1985, between Essex Group, Inc., as lessor, and Syrcar
Associates Limited Partnership, as lessee,
a memorandum of


 



 A-1















 


(Franklin,
Tennessee)

(Sublease)


SCHEDULE B


Terms and Basic
Rent Payments


The Initial Term
shall commence. on December 15, 1983 and end at midnight on December 31, 1983.
The Primary Term shall commence on January 1, 1984 and end at midnight on
December 31, 2008. The first Extended Term shall commence on January 1, 2009
and shall end at midnight on the day immediately preceding the fifth
anniversary of such commencement date. Each subsequent Extended Term shall
commence on the day next succeeding the expiration of the preceding term and
shall end at midnight on the day immediately preceding the fifth anniversary of
such commencement date.


I.      The Rent Payment for the Premises during
the Initial Term of this Lease is $32,436.00 and said Rent Payment was paid on
December 31, 1983.


1.             Each Rent Payment for the Premises
during the portion of the Primary Term of this Lease commencing on January 1,
1984 and ending on and including February 28, 1985 has been paid.


2.             Each Rent Payment for the Premises
during the portion of the Primary Term of this Lease commencing on March 1,
1985 and ending on and including December 31, 1988 is $120,068.86 payable on
June 30, 1985 and $178,431.98 payable on December 31, 1985 and thereafter on
each June 30 and December 31 during such period to and including December 31,
1988.


3.             Each Rent Payment for the Premises
during the portion of the Primary Term of this Lease commencing on January 1,
1989 and ending on and including December 31, 1993 is $378,015.70 and said Rent
Payments are payable on June 30, 1989 and thereafter on each December 31 and
June 30 during such period to and including December 31, 1993.


4.             Each Rent Payment for the Premises
during the portion of the Primary Term of this Lease commencing on January 1,
1994 and ending on and including December 31, 1998 is $450,591.60 and said Rent
Payments are payable on June 30, 1994 and thereafter on each December 31 and
June 30 during such period to and including December 31, 1998.


5.             Each Rent Payment for the Premises
during the portion of the Primary Term of this Lease commencing on January 1,
1999



 B-1
 









and ending on and
including December 31, 2003 is $661,553.75 and said Rent Payments are payable
on June  30, 1999  and thereafter on
each December 31 and June 30 during such period to and including
December 31, 2003.


6.             Each
Rent Payment for the Premises during the portion of the Primary Term of
this Lease commencing on January 1, 2004 and ending on and including December
31, 2008 is $737,204.90 and said Rent Payments are payable on June 30, 2004 and thereafter on each December 31
and June 30 during such period to and including December 31, 2008.


7.                                       Each
Rent Payment for the Premises during each Extended Term is $367,492.38 and said
Rent Payments are payable on June 30, 2009 and on each succeeding December 31
and June 30 to and including the last day of the last month of December during
the last Extended Term..


which is recorded on even date herewith in Register’s Office for
Williamson County, State of Tennessee.


8.                                       Option
To Purchase Agreement, dated as of December 1, 1983, among Syrcar Associates
Limited Partnership, United Technologies Corporation and Stemp Leasing Corp.,
recorded on December 16, 1983 in Book 465, Page 186 in Register’s Office for
Williamson County, State of Tennessee, as amended and restated by Amended and
Restated Option to Purchase Agreement, dated as of January 15, 1985, among
Syrcar Associates Limited Partnership, United Technologies Corporation and
Stemp Leasing Corp., recorded on even date herewith in Register’s Office for
Williamson County, State of Tennessee.


9.                                       Option
To Lease Agreement, dated as of December 1, 1983, between Syrcar Associates
Limited Partnership and. United Technologies Corporation, a memorandum of which
was recorded on December 16, 1983, in Book 465, Page 202 in Register’s Office
for Williamson County, State of Tennessee, as amended and restated by Amended
and Restated Option to Lease Agreement, dated as of January 15, 1985, between
Syrcar Associates Limited Partnership and United Technologies Corporation, a
memorandum of which is recorded on even date herewith in Register’s Office for
Williamson County, State of Tennessee.


10.                                 Master
Lease Agreement, dated as of December 1, 1983, between Syrcar Associates
Limited Partnership, as lessor, and Stemp Leasing Corp., as lessee, a
memorandum of which was recorded on December 16, 1983 in Book 465, Page 229 in
Register’s Office for Williamson County, State of Tennessee, as amended and
restated by Amended and Restated Master Lease Agreement, dated as of January
15, 1985, between Syrcar Associates Limited Partnership and Stemp Leasing
Corp., a memorandum of which is recorded on even date herewith in Register’s
Office for Williamson County, State of Tennessee.



 B-2















 


SCHEDULE C


Upon
purchase of the Premises pursuant to paragraph 11(b) or paragraph 14(a), the
amount determined in accordance with Schedule C shall be the amount equal to
the sum of $6,150,500.00 (the Basic Amount), multiplied by the percentage set
forth in Column 2 below opposite the period in which the date of purchase
occurs. (For purposes of the preceding
sentence, period 0 shall be the semi-annual period from January 1, 1985
to and including June 29, 1985, period 1 shall be the semi-annual period commencing
June 30, 1985 to and including December 30, 1985 and each succeeding num­bered period shall be the
following semi-annual period of the Primary term occurring thereafter
commencing on a Payment Date and ending on
and including the day immediately preceding the next succeeding Payment Date.)


	
   

  	
  Column 1

  	
   

  	
  Column 2  

  	
   

  
	
   

  	
  Period in

  which Date of

  Purchase Occurs

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  0

  	
   

  	
  91.9882

  	
   

  
	
   

  	
  1

  	
   

  	
  90.5245

  	
   

  
	
   

  	
  2

  	
   

  	
  88.4717

  	
   

  
	
   

  	
  3

  	
   

  	
  86.5693

  	
   

  
	
   

  	
  4

  	
   

  	
  84.8251

  	
   

  
	
   

  	
  5

  	
   

  	
  83.2474

  	
   

  
	
   

  	
  6

  	
   

  	
  81.8450

  	
   

  
	
   

  	
  7.

  	
   

  	
  80.6268

  	
   

  
	
   

  	
  8

  	
   

  	
  79.6028

  	
   

  
	
   

  	
  9

  	
   

  	
  78.6130

  	
   

  
	
   

  	
  10

  	
   

  	
  77.6593

  	
   

  
	
   

  	
  11

  	
   

  	
  76.7435

  	
   

  
	
   

  	
  12

  	
   

  	
  75.8677

  	
   

  
	
   

  	
  13

  	
   

  	
  75.0340

  	
   

  
	
   

  	
  14

  	
   

  	
  74.2445

  	
   

  
	
   

  	
  15

  	
   

  	
  73.5016

  	
   

  
	
   

  	
  16

  	
   

  	
  72.8077

  	
   

  
	
   

  	
  17

  	
   

  	
  72.1654

  	
   

  
	
   

  	
  18

  	
   

  	
  71.5773

  	
   

  
	
   

  	
  19

  	
   

  	
  70.9846

  	
   

  
	
   

  	
  20

  	
   

  	
  70.3870

  	
   

  
	
   

  	
  21

  	
   

  	
  69.7842

  	
   

  
	
   

  	
  22

  	
   

  	
  69.1759

  	
   

  
	
   

  	
  23

  	
   

  	
  68.5619

  	
   

  
	
   

  	
  24

  	
   

  	
  67.9419

  	
   

  
	
   

  	
  25

  	
   

  	
  67.3156

  	
   

  
	
   

  	
  26

  	
   

  	
  66.6826

  	
   

  
	
   

  	
  27

  	
   

  	
  66.0425

  	
   

  
	
   

  	
  28

  	
   

  	
  65.3951

  	
   

  
	
   

  	
  29

  	
   

  	
  64.5603

  	
   

  
	
   

  	
  30

  	
   

  	
  63.5283

  	
   

  
	
   

  	
  31

  	
   

  	
  62.2888

  	
   

  
	
   

  	
  32

  	
   

  	
  60.8310

  	
   

  
	
   

  	
  33

  	
   

  	
  59.1433

  	
   

  
	
   

  	
  34

  	
   

  	
  57.2138

  	
   

  
	
   

  	
  35~

  	
   

  	
  55.0298

  	
   

  
	
   

  	
  36

  	
   

  	
  52.5780

  	
   

  
	
   

  	
  37

  	
   

  	
  49.8443

  	
   

  
	
   

  	
  38

  	
   

  	
  46.8140

  	
   

  
	
   

  	
  39

  	
   

  	
  43.4071

  	
   

  
	
   

  	
  40

  	
   

  	
  39.6040

  	
   

  
	
   

  	
  41

  	
   

  	
  35.3839

  	
   

  



 



 C-3
 









 


	
   

  	
  42

  	
   

  	
  30.7250

  	
   

  
	
   

  	
  43

  	
   

  	
  25.6043

  	
   

  
	
   

  	
  44

  	
   

  	
  19.9975

  	
   

  
	
   

  	
  45

  	
   

  	
  13.8793

  	
   

  
	
   

  	
  46

  	
   

  	
  7.2229

  	
   

  
	
   

  	
  47

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 C-4