Exhibit 10.57 10K 2013








FIFTH    AMENDMENT TO LEASE


THIS  FIFTH  AMENDMENT     TO  LEASE  ("Amendment")      is made  effective   as of November  19th 2012 (the "Effective  Date"),  by and among WEST·BLOOM  INDUSTRIAL,  LLC, a Minnesota limited
liability company ("Landlord"),    ATMI PACKAGING,  INC., a Minnesota  corporation ("Tenant"),   and
ATMI, INC., a Delaware corporation ("Guarantor").


RECITALS


A.         West Real Estate  and Management,  Inc., a Minnesota  corporation  ("Original   Landlord"),   and Tenant  previously   entered  into  that  certain  Lease  dated  October  21,  2004  (the  "Original   Lease") pertaining  to certain "leased premises,"  as more particularly  described  in the Original Lease, located at 10851 Louisiana  Avenue  South.  Bloomington,  Minnesota,  consisting  of approximately  68,040  square feet.  The Original Lease was amended by that certain First Addendum to Lease dated February 23, 2005 ("First   Addendum"),    that  certain  First  Amendment  to  Lease  dated  September  23,  2008  ("First Amendment"),   that certain Second Amendment to Lease dated March 5, 2009 (''Second  Amendment"), that certain Third Amendment to Lease dated February 5,2010   ("Third  Amendment”),  and that certain Fourth  Amendment  to Lease  dated May  12, 2010 ("Fourth   Amendment").    Collectively, the  Original Lease,   First  Addendum,   First   Amendment,   Second  Amendment,   Third  Amendment,   and  Fourth Amendment are referred to herein as the "Lease".


B.          Original  Landlord  assigned   its  interest  in  the  Lease  to  Landlord  pursuant  to  that  certain
Assignment and Assumption of Leases dated June 26, 2012.


C.          Guarantor has guaranteed all of Tenant's  obligations under the Lease.


D.         Landlord, Tenant and Guarantor desire to amend certain terms of the Lease, subject to the terms and conditions set forth below.


NOW,  THEREFORE,  in consideration  of the mutual promises  contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


AGREEMENT


1.          DEFINITIONS.    Any  term  capitalized  herein  but not  otherwise  defined  herein shall have the meaning provided for in the Lease.


2.    EXTENSION   OF  LEASE  TERM.    'The expiration  date  of  the  term  of the  Lease  is  hereby extended   to  August  31,  2018  (the  "Expiration    Date',).     For  purposes   of  the  Lease,  the  period commencing  on September  1,  2013  and expiring on August  31, 2018 is referred  to as the "Extended Term".      Notwithstanding  anything  in the Lease to the contrary, Tenant has no rights of first refusal or first offer on any space in the building of which the leased premises is a part.


3.          BASE RENT.  Tenant shall pay the following base rent during the Extended Term:


	
				
	Term
	S/Square  Foot
	Annual  Base Rent
	Monthly  Base Rent

	9/1/2013  - 8/31/2014
	$5.10
	347.004.00
	$28,917.00

	9/1/2014 - 8/31/2015
	$5.20
	$353,808.00
	$29,484.00





















	
				
	9/1/2015 - 8/31/2016
	$5.31
	$361,292.40
	$30,107.70

	9/1/2016 - 8/31/2017
	$5.41
	$368,096.40
	$30,674.70

	9/1/2017 - 8/31/2018
	$5.52
	$375,580.80
	$31,298.40






All  such base  rent will be payable  by Tenant  in accordance  with  the terms  of the Lease.  In addition  to base rent, during  the Extended  Term,  Tenant  shall continue  to pay  all additional  rent (including  without limitation  real  estate taxes  and Operating  Expenses)  in accordance  with the terms and conditions  of the Lease, without offset or demand.


4.           EARLY  TERMINATION   OPTION.   Provided  that Tenant  is not in default under  the terms  and conditions   of  this  Lease,  either  at  the  time  of  exercise  or  the  time  of  termination,   subject  to  and  in accordance  with this  Section 4, Tenant  may terminate  the Lease  prior to the Expiration  Date (the "Early Termination  Option"),   such termination  to be effective  as of August  31, 2016 (the "Early Termination Date").    To exercise  the  Early  Termination  Option,  Tenant  must:  (a) deliver  written  notice  to Landlord indicating   that  Tenant   desires   to  terminate   the  Lease   at  least  nine  (9)  months   prior  to  the  Early Termination  Date;  and (b) concurrently  with  delivery  of such written  notice, pay to Landlord  a payment equal to four (4) months  of base rent at the rate in effect at the time of such notice, plus an amount  equal to any unamortized  brokerage  commissions  paid to Tenant's   Broker  (defined  below)  in connection  with this Amendment.    Tenant  is not entitled  to exercise  the Early  Termination  Option  if Tenant  is in default under   the  Lease   either  when   Tenant   delivers   the  exercise   notice   to  Landlord   or  upon   the  Early Termination  Date.  The Early Termination  Option shall automatically  terminate  and be of no further force and effect if: (1) Tenant  fails to deliver notice of Tenant's  desire to exercise the Early Termination  Option within  the time  frame  specified  herein;  or (2) Tenant  fails to meet the terms  and conditions  for the Early Termination  Option as set forth herein.   The Early Termination  Option may not be assigned or transferred by Tenant. Except as provided  in this Section 4, Tenant  has no other options to terminate the Lease.


6.           CONDITION   OF PREMISES.    Tenant  is in possession  of the leased  premises  and  accepts  the same  "as  is"  without   any  agreements,   representations,   understandings    or  obligations   on  the  part  of Landlord  to perform  any  alterations,  repairs  or improvements,   except  the improvements   as provided  in Section 7 below.


7.          LEASEHOLD  IMPROVEMENTS.    Landlord  shall complete,  or cause to be completed,  within a reasonable  time  after the Effective  Date  of this Lease,  the  following  improvements  upon  the terms  and conditions  of this Section 7:


(a)         Parking  Lot:   Landlord  shall,  at its sole  cost and expense,  repair  all depressions  located on the parking  lot which,  in the opinion  of a licensed professional,  constitute  a hazard  as a result of such depressions  collecting  water and the freezing of such collected  water.


(b)         Front  Office  HVAC:   Landlord  shall  (i) rebalance  the HVAC  system  serving  the  front office  of the leased premises,  and (ii) install  a thermostat  in the front office or the conference  room, the final location  of which is to be determined  by Landlord  and Tenant.    Landlord  shall be responsible  for the cost  of the improvements   described  in this  Section  7(b) in an amount  not to exceed  $5,800.00.   Tenant shall be responsible  for the costs of the improvements  described  in this Section 7(b) to the extent that they exceed  $5,800.  At Landlord's   election, Tenant  shall pay any such costs in excess of $5,800.00  directly to the applicable  provider  or reimburse  Landlord within ten (10) days after receipt of an invoice therefor.


(c)         Electrical  Panel  Expansion:    Landlord  shall  expand  the  electrical  panel  that  serves  the front  office  of  the  leased  premises,   the  specifications   and  location  of  which  shall  be  determined   by









Landlord  and Tenant.   Landlord  shall be responsible  for the  cost of the improvements  described  in this Section  7(c)  in an amount  not  to  exceed  $14,000.00.    Tenant  shall be responsible   for the  costs  of the improvements   described  in this  Section  7(c)  to the  extent  that they  exceed  $14,000.00.    At Landlord's election,  Tenant  shall pay  any  such costs in excess  of $14,000.00  directly  to the applicable  provider  or reimburse  Landlord within ten (10) days after receipt of an invoice therefore.


Landlord  shall not charge  Tenant  a construction  management  fee for the improvements  described  in this Section  7.  Landlord  and Tenant  shall work in good faith to competitively  bid the scope of the work for the improvements   described  in  Sections  7(b)  and  7(c) to at least  three  mutually  acceptable  contractors and/or  specialty  vendors.  Tenant  shall  allow  Landlord  and  its agents,  representatives   and contractors  to access the leased premises  at all reasonable  times to complete the improvements  described  in this Section


8.          EXTENSION   OPTION.    Provided   that  Tenant  is  not  in  default  under  any  of  the  terms  and conditions  of the Lease  (as amended  hereby),  Tenant  shall have the right to extend the term of the Lease for one additional  period  of sixty  (60) months  (the "Extension   Option")   from  and  after the Expiration Date  (the "Extension   Termination  Date")  by written  notice  to Landlord  given at least nine (9) months prior to the Expiration  Date.  In the event the Extension  Option  is timely exercised,  the term of the Lease shall be extended  on the same terms and conditions,  except that the base rent during the Extension  Option term shall be equal to the fair market rental value of the leased premises,  as determined  below.  Except  as provided  in this Section 8, Tenant has no other options to extend or renew the term of the Lease.


Landlord  and  Tenant  shall  endeavor  in good  faith  to reach  agreement  on the then  current  fair market  rental value of the leased premises.   In no event shall the base rent for the Extension  Option term be less than the base rent for the last year of the Extended Term.


If Landlord  and Tenant  are unable  to agree on the fair market  rental value of the leased premises on or before the date that is one hundred twenty (120) days prior to the Expiration Date, the same shall be determined  by  
arbitration   conducted   in  accordance   with  the  rules  and  regulations   of  the  American Arbitration  Association  ("AAA").   The parties  shall attempt to agree on a single arbitrator  (a "Referee"). The Referee must be a real estate broker  licensed by the jurisdiction  where the leased premises is located with at least ten (10) years of leasing experience in the locality where the leased premises is located.  If the parties  cannot  agree  on the  appointment  of the  Referee  either  party  may request  the  AAA to  appoint  a Referee meeting the foregoing requirements.   If the AAA shall fail to appoint such a Referee within ten (10) days of such request,  either party may apply to a court of competent jurisdiction  for the appointment  of a Referee.   Within fifteen (15) days after the selection of the Referee,  the parties shall submit to the Referee their respective  estimates  of the fair market  rental value  of the  leased premises.   Within  thirty (30) days following the selection of the Referee,  the Referee  shall, without  adding to, subtracting  from or otherwise modifying the Lease (as amended hereby) or such estimates, select one of the estimates to be the fair market rental value.  The Referee's  decision shall be final.


If the base rent for the Extension Option term is not determined prior to the commencement  of such Extension Option term, Tenant shall continue to pay the base rent for the term as currently in effect pursuant to the  Lease  (as amended  hereby).    When  the  fair market  rental  value  for the Extension  Option term  is determined,  the base rent for such period  shall be recomputed  and if such recomputed  base rent  for such period is in excess of such interim base rent paid for such period, Tenant shall immediately pay Landlord an amount  equal to such excess.   Conversely,  if such recomputed  base rent for such period is less than such interim base rent paid for such period, Landlord  shall apply such amount against the next installment(s)  of base rent coming due under the Lease (as amended hereby).









9.           SECURITY   DEPOSIT.     Landlord   acknowledges   that  it  is  holding  a  security  deposit  in  the amount  described  in the Original  Lease.   Landlord  shall continue  to hold such Security Deposit pursuant to the terms of the Lease.


10.        MISCELLANEOUS.   With  the exception  of those matters  set forth in this Amendment,  Tenant's leasing  of the leased premises  shall be subject to all terms,  covenants  and conditions  of the Lease. In the event of any express conflict  or inconsistency  between  the terms of this Amendment  and the terms of the Lease,  the  terms  of  this  Amendment   shall  control  and  govern.  Except  as  expressly  modified  by  this Amendment,   all other  terms  and  conditions  of the  Lease  are  hereby  ratified  and  affirmed.  The  parties acknowledge  that the Lease is a valid and enforceable  agreement  and that Tenant holds no claims against Landlord   or  its  agents  which  might  serve  as  the  basis  of  any  set-off  against  accruing  rent  and  other charges  or any other remedy at law or in equity.  This Amendment  may be signed in counterparts,  each of which  shall be deemed to be an original,  and all of such counterparts  shall constitute  one agreement.   The Lease  as  modified   by  this  Amendment   constitutes   the  complete   agreement   between  the  parties  and supersedes  any prior  oral or written  agreements  between  the parties.  Delivery by Landlord or Tenant  of faxed or emailed signatures  of this Amendment  shall be deemed original signatures  for all purposes.


11.        BROKERAGE.   Tenant represents  and warrants  to Landlord  that it has not had any dealings  with any realtors,  brokers,  finders  or agents in connection  with this Amendment  except for CBRE ("Tenant's Broker"),    and  agrees  to release,  indemnify,   defend  and  hold  Landlord  harmless  from  and  against  any claim  based  on the  failure  or  alleged  failure  to pay  any  realtors,  brokers,  finders  or agents  other  than Tenant's   Broker  and from  any  cost,  expense  or liability  for any  compensation,   commission  or charges claimed  by any realtors,  brokers,  finders  or agents other than Tenant's  Broker  claiming by, through  or on behalf  of it with respect  to the Lease  or the negotiation  of this Amendment.    Landlord  will pay a leasing commission   to  Tenant's   Broker,  which  shall  be  due  and  payable  pursuant  to  a  separate  commission agreement  between  Landlord  and Tenant's  Broker.


12.        TENANT  REPRESENTATIONS.    Tenant  hereby  represents  to Landlord  that there  has been  no assignment   of  Tenant's   interest  under  the  Lease  and  no  sublease  of  all  or  any  portion  of  the  leased premises  by Tenant.   Without  limiting  any of the foregoing  or any other provision  of the Lease,  Tenant hereby  reaffirms  and  acknowledges   its  representations   and  warranties  made  under  the  Original  Lease pursuant  to Section 28.2 thereof  regarding  Hazardous  Materials  and Tenant's  indemnification  obligations under  Section  35.1 thereof.    To  Tenant's   knowledge,  there  are no  existing  defenses,  claims  or offsets which  Tenant  has  against  the  enforcement   of the  Lease,  and Landlord  and Tenant  are not  currently  in default under the Lease.


13.        NOTICE.     Landlord   hereby   notifies   Tenant  that  Landlord's    notice  address   shall  be:     1660
Highway  100, Suite #105, St. Louis Park, MN  55416.


14.        ADDITIONAL    TENANT   WORK.   Landlord   hereby   approves   of  the   additional   leasehold improvements   specifically   defined  by  the  "scope  of  work"  as  set  forth  on  the  attached   Exhibit   A ("Additional   Work")    and  the  drawing   also  attached   as  Exhibit  A  (the  "Leasehold    Improvement Plans").   Except  for the  Additional  Work  as described  in the  Leasehold  Improvement   Plans,  Landlord does  not  consent  to  or  approve   of  any  other   alterations   or  improvements  to  the  leased  premises.  Paragraph  4 of the First  Amendment   (as amended)  is hereby  amended  to include  all of the  Additional Work  as an addition to those items already  defined  in numbers  1-5 therein.  Tenant hereby  acknowledges, agrees and confirms  that at the expiration  or sooner termination  of the Lease, Tenant  shall be required  to remove  the  Additional   Work  and  restore  the  leased  premises  to  its  original  condition  as  set  forth  in Section  9 of the Lease (as amended).


[Signature page follows]









IN WITNESS WHEREOF,  the foregoing Amendment  is dated effective as of the date and year first
above written.




LANDLORD:
 
	
			
	 
	 
	WEST-BLOOM INSTRUSTRIAL, LLC

	 
	 
	 

	 
	By: 
	/s/ Thomas E. Noble

	 
	 
	Thomas  E. Noble

	 
	 
	Its: Chief Manager






  TENANT:


	
			
	 
	 
	ATMI PACKAGING. INC.

	 
	 
	 

	 
	By: 
	/s/ Timothy C. Carlson

	 
	 
	Timothy C. Carlson

	 
	 
	Its: Executive VP & CFO






GUARANTOR:


	
			
	 
	 
	Guarantor  hereby reaffirms  and shall be bound by

	 
	 
	the Guaranty  attached as Exhibit B to the Original Lease.

	 
	 
	 

	ATMI.INC.
	 
	 

	 
	By: 
	/s/ Douglas A. Neugold

	 
	 
	Douglas A. Neugold

	 
	 
	Its: President & CEO










      






















EXHIBIT   A


Leasehold   Improvement    Plans  and  Scope of Work/Additional Work


November 19, 2012


This letter defines the installation and removal/repair methods of a 3/4 inch natural gas line feed for the to be installed generator on the building's north side.  At lease termination and at its cost, ATMI agrees to repair damage to the exterior fabcon panel in the following manner.


The gas line will be mounted to the fabcon panel with three single hole split ring clamps each secured by a 3/8  inch mounting screw.  Each hole will be a maximum of 1/2 inch in diameter. A maximum of four single hole split ring clamps will be allowed.  However, it is expected that three will be used as the exact gas line mounted on the northwest comer of the building has the same three clamps securing it.


These 4 holes will be repaired by installing a lightweight concrete in the holes and finishing the interior by smoothing the installed concrete and finishing the exterior with color matching aggregate to be purchased and supplied by the panel manufacturer, Fabcon, at 952-707-5500.