ex10-45




Exhibit 10.45


LEASE AGREEMENT


      THIS LEASE AGREEMENT is entered into as of the 10th day of July, 2001, by
and between TRANSTECHNOLOGY CORPORATION, a Delaware corporation (hereinafter
called “Landlord”), whose address for purposes hereof is 150 Allen Road,
Liberty Comer, NJ 07938, and BREEZE INDUSTRIAL PRODUCTS CORPORATION a Delaware
corporation (hereinafter called “Tenant”), whose address for purposes hereof is
100 Spear Street, Suite 310, San Francisco, CA 94105.


      1. DEFINITIONS.


      (a) “Basic Rental”: Those amounts set forth on the Basic Rental Schedule,
attached hereto and made a part hereof for all purposes as Exhibit A.


      (c) “Commencement Date”: July 10, 2001.


      (d) “Lease Term”: The initial term (the “Initial Term”) shall be the
period commencing on the Commencement Date and continuing for five (5) years.
Provided that Tenant is not then in default hereunder beyond any applicable
cure period, Tenant shall have the option to renew this Lease for op to four
(4) additional consecutive periods of five (5) years each (each, a “Renewal
Term, collective, the “Renewal Terms”). All the same terms and conditions of
this Lease that apply during the Initial Term shall apply during any Renewal
Term, if exercised. Tenant shall exercise a Renewal Term by giving written
notice of exercise to Landlord no less than one hundred and eighty days (180)
prior to the end of the Initial Term or any Renewal Term, as the case may be.
“Lease Term” shall include, where appropriate, the Initial Term and any
exercised Renewal Term.


      (e) “Permitted Use”: Heavy industrial manufacturing, machining, stamping,
resistance and tig welding, roll-forming, fabricating, general office,
distribution, sales and related uses thereto, including, without limitation,
the activities conducted on the Premises on the date hereof.


      (f) “Premises”: The land and buildings generally outlined on Exhibit B
attached hereto and made a part hereof, consisting of approximately 9.904 acres
and approximately 137,191 rentable square feet, commonly known as 3582
Tunnelton Road, Saltsburg, Pennsylvania.


      2. LEASE GRANT.


      Landlord does hereby lease, demise and let unto Tenant the Premises
commencing on the Commencement Date and ending on the past day of the Lease
Term, unless this lease is sooner terminated or extended as herein provided.


      3. LEASE TERM.


      This Lease shall continue in force during a period beginning on
Commencement Date and continuing until the, expiration of the Lease Term,
unless this Lease is sooner terminated or extended to a later date under any
other term or-provision hereof.


 









      4. RENT.


      (a) In consideration of this Lease, Tenant promises and agrees to pay
Landlord the Basic Rental without deduction, or set off except as provided
herein, for each month of the Lease Term. One such monthly installment shall be
payable by Tenant to Landlord contemporaneously with the execution of this
Lease, and a like monthly installment of the Basic Rental as provided for in
Exhibit A shall be due and payable without demand, beginning on the first day
of the calendar month following the expiration of the initial partial calendar
month of the Lease Term; and continuing thereafter on or before the first day
of each succeeding calendar month during the Lease Tenn. In the event any
installment of the Basic Rental, or any other sums which become owing by Tenant
to Landlord under the provisions hereof are not received within fifteen (15)
days after the due date thereof (without in any way implying Landlord’s consent
to such late payment), Tenant, to the extent permitted by law, agrees to pay,
in addition to said installment of the Basic Rental or such other sums owed, a
late payment charge equal to two percent (2%) of the installment of the Basic
Rental or such other sums owed. Notwithstanding the foregoing, the foregoing
late charges shall not apply to any sums which may have been advanced by
Landlord to or for the benefit of Tenant pursuant to the provisions of this
Lease, it being understood that such sums shall bear interest, which Tenant
hereby agrees to pay to Landlord, at an interest rate equal to the imputed rate
as recognized by the Internal Revenue Service to be charged Tenant for the use
of forbearance of such money.


      (b) Except as expressly set forth herein, this is an absolutely net lease
to landlord. It is the intent of the parties hereto that the Basic Rental
payable under this Lease shall be an absolutely net return to Landlord and that
Tenant shall pay all costs and expenses relating to the Premises and the
business carried on therein, unless otherwise expressly provided in this Lease.
Any amount or obligation herein relating to the Premises which is not expressly
declared to be that of Landlord or which is an Excluded Liability (as defined
in the Asset Purchase and Sale Agreement dated June 29, 2001 between Landlord
and Tenant (the “Asset P&S Agreement”)) shall be deemed to be an obligation of
Tenant to be performed by Tenant at Tenant’s expense.


      5. TAXES AND ASSESSMENTS.


      (a) Tenant agrees to pay all Taxes (as hereinafter defined) against the
Premises becoming a lien during the term of the Lease and a pro rata portion of
the installments of Taxes which become a lien in the years in which the
Commencement Date and expiration date of this Lease occur, such pro rata share
to be determined as of the Commencement Date and expiration date in accordance
with the customary method of prorating real estate taxes in Indiana County,
Pennsylvania. Tenant shall not be obligated to pay any installment of any
special assessment that may be assessed, levied or confirmed during the term of
this Lease, but does not fall due and is not required to be paid until after
the expiration of this Lease, except for a pro rata share of the installments
becoming payable following the expiration of the Lease attributable to a period
falling within the Lease Term.


      (b) As used in this Lease, the term “Taxes” means all taxes, assessments
and levies (but specifically excluding any costs or charges in connection with
environmental claims for which Landlord is responsible pursuant to Section 11
of this’ Lease or for which the Seller is responsible for under the Asset P&S
Agreement), whether general or special, ordinary or

2








extraordinary, of every nature or kind whatsoever that may be taxed, charged, assessed, levied or
imposed at any time during the term of this Lease by any governmental authority
upon or against (i) the Premises, (ii) the rent or other sums payable by Tenant
under this Lease or (iii) this Lease or the leasehold estate created by this
Lease. Tenant shall not be required to pay any franchise, estate, inheritance,
transfer, income or similar tax of Landlord unless that tax is imposed, levied
or assessed in substitution for any other tax, assessment, charge or levy that
Tenant is required to pay pursuant to this Section 5.


      (c) Tenant shall pay the Taxes prior to delinquency. Proof of payment
shall be delivered promptly to Landlord. If Tenant fails to pay any Taxes by
the due date, then, in addition to any other remedy of Landlord, Landlord may
(but shall not be obligated to) pay the same plus any penalties or interest,
and Tenant shall reimburse Landlord for all amounts so paid within ten (10)
days after Landlord notifies Tenant of the payment, with interest as provided
in Section 4 of this Lease.


      6. UTILITIES.


      Tenant shall pay, when due, all charges, assessments and fees for all
utilities used or consumed on the Premises, including, but not limited to
electricity, gas, water, sewer, cable, fiber optics, telephone and trash
collection.


      7. OPERATING EXPENSES.


      Except as otherwise provided in this Lease, Tenant will be responsible for
and pay for all operating expenses with respect to the maintenance, repair,
replacement and operation of the Premises and all improvements thereon,
including but not limited to, Insurance (as hereinafter defined), Taxes, snow
removal, parking, lot maintenance, lawn and landscape maintenance and all other
maintenance, repairs and replacements to all portions of the Premises,
including but not limited to dock equipment and electrical, plumbing, heating
ventilation and air conditioning (“HVAC”) systems, excluding any damage caused
by Landlord or its agents and employees. Such maintenance, repair and
replacement shall be done in a good and workmanlike manner, with materials of a
quality at least equal to that which exists as of the Commencement Date.
Subject to the obligations of Landlord or provided herein, Tenant shall keep
the Premises in a neat and good condition, ordinary wear and tear and damage by
fire or other casualty excepted. Tenant agrees to finish and pay for any and
all janitorial services, trash collection and other similar services relating
to the maintenance and sanitation of the Premises on a regular basis. Tenant
shall contract with a reputable HVAC contractor approved by Landlord for the
routine maintenance and repair of the HVAC systems.


      8. INSURANCE.


      (a) During the entire term of this Lease, Tenant shall cause the Premises
and any other improvements value thereon to be insured for the full replacement
value thereof against the hazards covered by the standard policy of all risks
or special peril insurance. In addition, Tenant shall obtain plate glass,
boiler and machinery, workers compensation, business interruption and other
insurance reasonably requested by Landlord (the “Required Insurance”). Landlord
shall also be named as an additional insured on the Commercial General
Liability policy and as an

3








additional insured and loss payee on all property and casualty coverages required herein. The Required Insurance shall be written
by companies of recognized financial standard authorized to do insurance
business in the Commonwealth of Pennsylvania and reasonably satisfactory to
Landlord.


      (b) Liability Insurance. Tenant agrees to carry Commercial General
Liability insurance against claims for bodily injury, death or property damage
covering the Premises and adjoining streets and sidewalks and providing
coverage with maximum limits of liability of not less than $2,000,000.00 for
personal injury or demand property damage in any one occurrence, $5,000,000.00
in the aggregate per policy year, naming Landlord as additional insured.


      (c) Worker’s Compensation. Tenant agrees to carry Worker’s Compensation
insurance at the minimum statutory amount.


      (d) Personal Property. Tenant shall bear the risk of all loss of contents
contained on the Premises, including but not limited to all goods, products,
property or equipment owned or belonging to Tenant or which ii or may be used,
consumed, or stored on the Premises and shall defend, indemnify and hold
harmless Landlord related to such loss.


      (e) Cancellation. All policies of insurance evidencing the coverage
required by this Section 8 (collectively, “Insurance”) shall contain it
provision that thirty (30) days prior written notice will be provided to both
Landlord and Tenant in the event of cancellation, non-renewal or material
change in the insurance coverage, and that any loss otherwise payable under the
insurance policy shall be payable notwithstanding any act or negligence of
Landlord or Tenant that might, absent such agreement, result in a forfeiture of
all or part of the insurance proceeds.


      (f) Certificate of Insurance. Tenant shall furnish to Landlord, prior to
the Commencement Date and thereafter upon Landlord’s request, not to exceed one
request per year, policies or certificates evidencing such coverage.


      (g) Tenant Failure. If Tenant fails to effect, maintain or renew any
Insurance, or to pay the premium for the same, or to deliver to Landlord any
required certificates, then, in addition to any other remedy
available to
Landlord, Landlord may (but shall not be obligated to), upon five (5) days
prior written notice to Tenant, procure such insurance. Tenant shall reimburse
Landlord for all amounts so paid within ten (10) days after Landlord notifies
Tenant of any such payment.


      (h) Blanket Coverage. Tenant may maintain the coverages required by this
Section under blanket policies covering the Premises and other locations owned
or operated by the Tenant or an affiliate of the Tenant if the terms of such
blanket policies otherwise comply with the provisions of this Section and
contain specific coverage allocations in respect of the Premises complying with
the provisions of this Section.


4









      9. LANDLORD’S REPRESENTATIONS AND WARRANTIES.


      Landlord warrants and represents to Tenant that:


      (a) Landlord has full right and power to execute and perform this Lease
and to grant the estate demised herein and that Tenant, on payment of the Rent
and performance of the covenants and agreements hereof, shall peaceably and
quietly have, hold and enjoy the Premises.


      (b) Landlord owns fee simple title to the Property, free and clear of any
liens, encumbrances, restrictions and violations (or claims or notices
thereof), except as set forth on Exhibit C attached hereto and incorporated
herein. The Premises have direct access to a public street adjoining the
Premises or has access to a public street via insurable easements benefiting
the Premises, and such access is not dependent on any land or other real
property interest which is not included in the leased Premises. No portion of
the Property is located in a flood hazard area (as defined by the Federal Emergency Management Agency).


      (c) All necessary or appropriate governmental consents, permits and
approvals for the use and occupancy of the Premises by Tenant as an
office/warehouse/industrial building have been obtained by Landlord.


      (d) The location of the buildings and other improvements on the Premises
comply in all material respects with (i) all applicable building, environmental
and zoning laws, regulations and ordinances and (ii) all other applicable laws,
rules, regulations and ordinances, including without limitation, the provisions
of the Americans With Disabilities Act.


      10. USE.


      Tenant shall use the Premises only for the Permitted Use. Tenant will not
occupy or use the Premises, or permit any portion of the Premises to be
occupied or used, for any business or purpose other than the Permitted Use or
for any use or purpose which is unlawful in part or in whole.


      11. ENVIRONMENTAL.


      (a) Landlord’s Environmental Representation. Except as set forth on
Exhibit C, as relates to or affects the Premises: (i) Landlord has complied and
is in compliance with all Environmental Requirements; (ii) Landlord has not
received any oral or written notice of any violation of, or any liability
(contingent or otherwise), including without limitations any corrective or
remedial obligation under, any Environmental Requirements; (iii) no facts,
events or circumstances, including without limitation any on-site or off-site
disposal or release of, or contamination- by, Hazardous Material, have or could
give rise to any liability or corrective or remedial obligation under any
Environmental Requirements; and (iv) the Premises is free of any liens or other
encumbrances arising under Environmental Requirements.


      (b) Environmental Indemnification by Landlord. Landlord shall indemnify
and save harmless Tenant and its offers, employees and agents harmless from any
fine, suit, claim, action, liability, damage, loss, cost or expense, including,
without limitation, reasonable attorney’s fees and court costs, of any kind
(collectively “Leases”) arising out of or in any way connected with

5








(i) a breach by Landlord of its representations or obligations under this Section 11;
(ii) any spills, releases, disposal or discharges of, or contamination by,
Hazardous Materials at, onto, beneath, from or affecting the Premises, whenever
caused, arising or occurring, except to the extent caused by the operation,
enjoyment or use of the Premises by Tenant or its employees or agents after the
Commencement Date; (iii) failure by the Landlord to comply with applicable
Environmental Requirements; and (iv) failure of the Premises or of any other
person or entity prior to the Commencement Date, to comply with Environmental
Requirements.


      (c) Environmental Indemnification by Tenant. Tenant shall indemnify and
save harmless Landlord from a Losses arising out of or in any way connected
with (i) a breach by Tenant of its obligations under this Section 11; (ii) any
spills, releases, disposal or discharges of Hazardous Materials at, onto or
from the Premises to the extent caused by the operation, enjoyment or use of
the Premises by Tenant or its employees or its agents after the Commencement
Date; and (iii) Tenant’s failure to comply with applicable Environmental
Requirements with respect to its operation, enjoyment or use of the Premises
after the Commencement Date.


      (d) Notification by Landlord. Landlord shall promptly notify Tenant upon
becoming aware of (i) any claims or demands, or any enforcement, cleanup or
other regulatory or judicial action, threatened, made, or initiated against
Landlord or relating to the Premises pursuant to Environmental Requirements,
including without, limitation those relating to the presence or release of any
Hazardous Material on the Premises or the migration thereof from or to any
other property; and (ii) the imposition of any lien on the Premises.


      As used herein, the term “Environmental Requirements” shall mean all
federal, state and local statutes, regulations, ordinances and other provisions
having the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law in each case
conceiving worker health and safety, pollution or protection of the
environment, as the foregoing are enacted or in effect prior to, on, or after
the Commencement Date.


      As used herein, the term “Hazardous Material” shall mean petroleum or any
pollutant, contaminant, hazardous or toxic substance, material or waste.


      12. PARKING. During the term of
this Lease, Tenant shall have the exclusive use of all parking and storage on
the property for all purposes.


      13. TENANT’S
REPAIRS AND ALTERATIONS. Tenant will not in any manner deface or injure the Premises, and will
pay the cost of repairing any damage or injury done to the Premises or any part
thereof by the intentional act or negligence of Tenant or Tenant’s agents,
employees or invitees. Tenant shall throughout the Lease Term keep the Premises
in as good a condition as of the Commencement Date, ordinary wear and tear
excepted, free from waste and nuisance of any kind excepting for the normal
course of manufacturing practices. Tenant agrees to keep the Premises,
including all fixtures installed by Tenant and any plate glass and special
store fronts, in as good a condition as of the Commencement Date, ordinary wear
and tear excepted, and make all necessary non-structural repairs except those
caused by fire, casualty or acts of God those which are part of the Landlord’s
obligations under this lease. If Tenant fails to make such required repairs
within thirty (30) days upon proper written notice after the

6








occurrence of the damage or injury, Landlord may at its option make such repair, and Tenant
shall, upon written demand therefor, pay Landlord for the necessary cost
thereof. Tenant will not make or allow to be made any alterations or physical
addition in or to the Premises without the prior consent of Landlord, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing, it
is understood that Tenant’s operations may necessitate the installation of
equipment and fixtures, therefore Tenant and Landlord agree that the
installation of any equipment or fixture that does not materially impact the
structure of the building or the Premises will not require the consent of
Landlord. All maintenance, repairs, alterations, additions or improvements
shall be conduced by competent contractors and subcontractors, it being further
understood that Tenant shall procure and maintain and shall cause such
contractors and subcontractors engaged by or on behalf of Tenant to procure and
maintain, insurance coverage against such risks, in such amounts as may be
reasonably required by Landlord in connection with any such maintenance,
repair, alteration, addition or improvement, as well as obtaining all permits,
approvals and certificates required by any governmental or quasi-governmental
bodies, all at Tenant’s sole expense. At the end or other termination of this
Lease, Tenant shall deliver up the Premises; with all improvements located
thereon (except as otherwise herein provided) in each instance, required to be
maintained by Tenant, in as good repair and condition as of the Commencement
Date, excepting ordinary, wear and tear and casualty damage. All alterations,
additions or improvements permanent in character made in or upon the Premises,
either by Landlord or Tenant, shall be Landlord’s property on termination of
this Lease and shall remain on the Premises without compensation to Tenant
except as may expressly defined in writing and supplemented to this lease in
the future. All furniture, temporary improvements, improvable trade fixtures
and equipment owned, leased, or installed by Tenant may be removed termination
of this Lease if Tenant so elects, and shall be so removed if required by so
removed, shall at the option of Landlord be removed by Landlord to a storage
facility and stood at Tenant’s sole expense. Landlord shall give Tenant sixty
(60) calendar days’ written notice of such removal and storage within which
Tenant may reclaim the property so removed and stored by tendering to Landlord
all costs and expenses incurred by Landlord in the removal and storage of the
property along with any other monies due under the Lease. Failure by Tenant to
timely reclaim the property by full tender of all monies due within thirty (30)
calendar days of Tenant’s receipt of the written notice shall c
onstitute a
forfeiture of the stored property, which shall then become the property of
Landlord, subject to the lien of Tenant’s lenders. All such maintenance,
repairs, alterations, additions, improvements, removals and restoration shall
be accomplished in a good workmanlike manner so as not to damage the Premises.


      14. ASSIGNMENT AND SUBLETTING.


      (a) Tenant shall not assign, sublease, or transfer this Lease or any
interest therein without the prior written approval of Landlord, which consent
shall not be unreasonably withheld or delayed. Notwithstanding ongoing, the
Lease may be assigned, sublet or transferred without Landlord’s consent: (i) to
Tenant’s parent corporation or subsidiary of Tenant’s parent corporation or a
subsidiary of Tenant; (ii) to the surviving of a merger or consolidation
involving Tenant or Tenant’s parent corporation or affiliate of parent
corporation; or (iii) to the holder of a Leasehold Mortgage or as otherwise
provided in the Landlord’s Agreement of even date herewith; provided, however,
that with respect to assignments permitted by clauses (i) and (ii) above, such
assignee, subtenant or transferee shall have a net worth not less than the net


7








worth of Tenant as of the Commencement Date, which net worth shall be demonstrated by financial information certified by such assignee, subtenant or
transferee to Landlord.


      (b) If Tenant requests Landlord’s consent to an assignment of the Lease or
subletting of all or put of the Premises to a third party non-subsidiary or
non-parent entity and if Landlord should fail to notify Tenant in writing, of
its decision within a thirty (30) day period after Landlord is notified in
writing of the proposed assignment or sublease then Landlord shall be deemed to
have consented to the assignment or subleasing, and to have elected to keep
this Lease in full force and effect.


      (c) All cash or other proceeds in excess of Tenant’s Basic Rental
obligations from any assignment or sale or sublease of Tenant’s interest in
this Lease, to a third party non-affiliate of Tenant whether consented to by
Landlord or not, shall be the property of the Tenant notwithstanding the fact
that such proceeds exceed the rentals called for hereunder. This covenant and
assignment shall run with the land and shall bind Tenant and Tenant’s heirs,
executors, administrators, personal representatives, successors, and assigns.
Any assignee, sublessee or purchaser of Tenant’s interest in this Lease (all
such assignees, sublessees and purchasers being hereinafter referred to as
“Successors”), by assuming Tenant’s obligations hereunder, shall assume
liability to Landlord for all amounts paid to persons other than Landlord by
such Successor in consideration for any such sale or assignment or subletting,
in violation of the provisions hereof.


      15. INDEMNITY.


      (a) Tenant hereby agrees to indemnify, defend and hold harmless Landlord,
its directors, partners, invitees, mortgagees (if any), agents and employees
from and against all liability, loss, demand, actions expenses or claims,
including without limitation attorneys and paralegal fees and court costs,
resulting from, arising out of or connected with (i) the use, occupancy or
enjoyment of the Premises by the Tenant, for its agents, employees, invitees or
contractors (“Tenant’s Agents”) or any work, activity, or other things allowed
or suffered by Tenant or Tenant's Agents to be done in, on or about the
Premises, in each case, during the Lease term; (ii) any breach or default in
the performance of any obligation of Tenant under this Lease; and (iii) any act
or failure to act, whether negligent or otherwise tortious, by Tenant or
Tenant’s Agents in, on or about the Premises. The Tenant shall not be liable to
the extent that the damage or injury is ultimately determined to be caused in
whole or in part by the negligence or willful misconduct of Landlord or
Landlords Agents. All property of Tenant kept or stored on the Premises shall
be kept or stored at the risk of Tenant only, Tenant shall hold Landlord
harmless from any and all claims arising out of damage to the same, including
subrogation claims by Tenant’s insurance carriers.


      (b) Landlord hereby agrees to indemnify, defend and hold harmless Tenant,
its officers, directors, partner, invitees, mortgagees (if any), agents and
employees from and against all liability, loss, demand. actions, expenses, or
claims, including reasonable attorneys’ and paralegal’ fees and court costs,
resulting from, arising out of or connected with (i) the use, occupancy or
enjoyment of the Premises by the Landlord, or its agents, employees, invitees
or contractors (“Landlord’s Agents”) or any work, activity, or other things
allowed or suffered by Landlord or Landlord’s Agents to be done in, on or about
the Premises or the buildings; (ii) any

8








breach or default in the performance of any obligation of Landlord under this Lease; and (iii) any act or failure to
act, whether negligent or otherwise tortious, by Landlord or Landlord’s Agents
in, on or about the Premises. The Landlord shall not be liable to the extent
that the damage or injury is ultimately determined to be caused in whole or in
part by the negligence or willful misconduct of Tenant or Tenant’s Agents. All
property of Landlord kept or stored on the Premises shall be kept or stored at
the risk of Landlord only, and Landlord shall hold Tenant harmless from any and
all claims arising out of damage to same, including subrogation claims by
Landlord’s insurance carriers.


      16. LEASEHOLD MORTGAGE.


      Tenant shall have the right to encumber its interest in this Lease through
a leasehold mortgage for the benefit of any of Tenant’s lenders (a “Leasehold
Mortgage”). Landlord agrees that the execution, delivery and performance of
such Leasehold Mortgage, and transfer of the leasehold estate pursuant to a
foreclosure transaction, will not constitute a default under the Lease.


      17. INSPECTION.


      Upon reasonable prior notice to Tenant, Landlord or its officers, agents
and representatives shall have the right to enter into and upon any and all
parts of the Premises at all reasonable hours (or, in any emergency, at any
hour) to (a) inspect same or clean or make repairs or alterations or additions
as Landlord may deem necessary (but without any obligation to do so, except as
expressly provided for herein), or (b) show the Promises to prospective
purchasers or leaders; and Tenant shall not be entitled to any abatement or
reduction of rent by reason hereof, nor shall such be deemed to be an actual or
constructive eviction.


      18. CONDEMNATION.


      If the whole or substantially the whole of the Premises should be taken
for any public or quasi-public use, by light of eminent domain or otherwise or
should be sold in lieu of condemnation, then this Lease shall terminate as of
date when physical possession of the Premises is taken by the condemning
authority. If less than the whole or substantially the whole of the Premises is
thus taken or sold, Tenant (whether or not the Premises are affected. thereby)
may terminate this Lease by giving written notice thereof to Landlord, as in
which event this Lease shall terminate as of the date when physical possession
of such portion of the Premises is taken by the condemning authority. If the
Lease is not so terminated upon any such taking or sale, the Basic Rental
payable hereunder shall be diminished by an equitable amount, and Landlord
shall, to deems feasible, restore the Premises to substantially their former
condition. All amounts awarded upon taking of any part or all of the Premises
shall belong to Landlord, except any amounts that are awarded for specific
identified trade fixtures of Tenant’s shall be paid to Tenant upon receipt by
Landlord. Tenant shall have the right to independently petition the appropriate
judicial body in order to seek relief for damages which can be proved and is
related to the condemnation.


9









      19. SUBORDINATION; NON-DISTURBANCE.


      Tenant agrees that its rights hereunder shall be subordinate to the lien
of any mortgage or mortgages to any bank, insurance company or any other lender
now or hereafter enforced against the Premises or any part thereof, and Op all
advances made or hereafter to be made upon the security thereof, provided that,
as a condition to subordinating its rights and interests under this Lease to
any mortgage or trust deed, the holder of said mortgage or trust deed shall
enter into a non-disturbance and attornment agreement with Tenant in form and
substance reasonably acceptable to Tenant.


      20. FIRE OR OTHER CASUALTY.


      In the event that the Premises should be totally destroyed by fire,
tornado or other casualty or in the event the Premise should be so damaged that
rebuilding or repairs cannot be substantially completed within one hundred
eighty (180) days after the date of such damage (Landlord will make reasonable
effort to notify Tenant of expected repair time within 10 days after event of
casualty), either party, may at its option, terminate this Lease, in which
event the rent shall be abated during the unexpired portion of this Lease
effective with the date of such damage. In the event the Premises should be
damaged by fire, tornado or other casualty. covered by Tenant’s insurance, but
only to such extent that rebuilding or repairs can be substantially completed
within one hundred eighty (180) days after the date of such damage, or if the
damage should be more serious but either party elects to terminate this Lease,
in either such event Landlord shall within thirty (30) days after the date of
such damage commence to rebuild or repair the Premises and shall proceed with
reasonable diligence to restore the Premises to substantially the same
condition in which it was immediately prior to the happening of the casualty,
except that (i) Landlord shall not be required to rebuild, repair or replace
any part at the furniture, equipment, fixtures and other improvements which may
have been placed by Tenant within the Premises to the extent that such
furniture, equipment, fixtures and other improvements were not covered by
insurance proceeds; and (ii) Landlord shall not be required to spend for such
work an amount in excess of the insurance proceeds actually received by
Landlord as a result of the casualty. During any reconstruction period Landlord
shall allow for a fair abatement of rent with the term of the lease extended
for that period of time in which the Tenant was unable to conduct business.
However, should the casualty be caused by Tenant’s gross negligence, Landlord
shall reserve the right to maintain the Lease in full force, without record to
the time necessary to complete the repairs and no abatement of rent will be
allowed, except that Landlord shall make or cause all such necessary repairs to
be started and completed reasonably and in a timely manner regardless of cause.
Except as otherwise provided herein, any insurance which may be carried by
Landlord or Tenant against loss or damage to the Premises shall be for the sole
benefit of the party carrying such insurance and under its sole control except
as provided herein.


      21. HOLDING OVER.


      Should Tenant, or any of its successors in interest, hold over the
Premises, or any part thereof after the expiration of the Lease Tenant, unless
otherwise agreed in writing by Landlord, such holding over shall constitute and
be-construed as a tenancy at will only, at a daily rental equal to the daily
rent payable for the last month of the Lease Term.


10









      22. EVENTS OF DEFAULT.


      The following events shall be deemed to be events of default by Tenant
under this Lease:


      (a) Tenant shall fail to pay when due any rental or other sums payable by
Tenant hereunder after any applicable notice or grace period;


      (b) Tenant shall fail to comply with or observe any other material
provision of this Lease provided that Tenant shall have thirty (30) days from
written notice to cure such default. For purposes of this provision, “material”
shall mean any other covenant or obligation contained herein related to the
occupancy of, care for or payment for the Premises.


      (c) Tenant shall make an assignment for the benefit of creditors.


      (d) Any petition shall be filed by or against Tenant under any section or
chapter of the Federal Bankruptcy Code, as amended, or under any similar law or
statute of the United States or any State thereof or Tenant or any guarantor of
Tenant’s obligations hereunder shall be adjudged bankrupt or insolvent in
proceedings filed thereunder and rent is not fully paid when due.


      (e) A receiver or trustee shall be appointed for all or substantially all
of the assets of Tenant’s obligations hereunder and rent is not fully paid when
due.


      23. REMEDIES.


      Upon the occurrence of any event of default specified in this Lease and
the expiration of the provided cure provided cure period set forth, Landlord
shall have the option to pursue the following remedy with notice and demand as
noted hereinabove and below:


      (a) Terminate this Lease in which event Tenant shall immediately surrender
the Premises to Landlord, and if Tenant fails to do so, Landlord may, without
prejudice to any other remedy which it may have for possession or arrearages in
rent, enter upon and take possession of the Premises and expel or remove Tenant
and any other person who may be occupying said premises or any part thereof,
only by exercise of lawful means if necessary, without being liable for
prosecution or any claim for damages therefor, so long as such damages are not
caused solely by Landlord’s negligence.


      (b) The re-entry or taking possession of the Premises by Landlord shall be
construed as an election on its part to terminate this Lease, providing that
Landlord gives written notice of such intention to Tenant and Tenant’s period
for curing any default has expired. Pursuit of the foregoing remedy shall not
preclude the pursuit of any of the other remedies provided by law.


      24. SURRENDER OF PREMISES.


      No act or thing done by Landlord or its agents during the term hereby
granted shall be deemed an acceptance of a surrender of the Premises, except as
noted under the provisions of Section 23, Remedies.


11









      25. ATTORNEYS’ FEES.


      In case it should be necessary or proper for either Landlord or Tenant to
bring any action under this Lease or to consult or place this Lease, or any
amount payable by Tenant or performance due by Landlord hereunder, with an
attorney concerning or for the enforcement of any of Landlord’s or Tenant’s
rights hereunder, then Landlord and Tenant agree in each and any such case the
non-prevailing party shall pay the prevailing party a reasonable attorney’s
fee.


      26. TENANT’S PROPERTY; LANDLORD LIEN WAIVER.


      (a) All trade fixtures, equipment and other property owned by Tenant shall
remain the property of Tenant without regard to the means by which, or the
person by whom the same are installed in or attached to the Premises, and
Landlord agrees that Tenant shall have the right at any time, and from time to
time, to remove any and all of its trade fixtures, equipment and other property
provided that Tenant restores any damage to the Premises (caused by such
removal) to its condition as of the Commencement Date, normal wear and tear and
casualty loss excepted.


      (b) Landlord waives any statutory liens, and any rights of distress, with
respect to Tenant’s property. This Lease does not grant a contractual lien or
any other express or implied security interest to Landlord with respect to
Tenant’s property


      27. MECHANICS’ LIENS.


      Tenant will not permit any mechanic’s lien or liens to be placed upon the
Premises or improvements thereon during this Lease Term caused by or resulting
from any work performed, materials furnished or obligation incurred by or at
the request of Tenant, and in the case of the filing of any such lien Tenant
will promptly pay same (other than such liens which are being contested by
appropriate proceedings).


      28. NO SUBROGATION.


      Each party hereto hereby waives any cause of action it might have against
the other party on account of any loss or damage that is insured against under
any insurance policy (to the extent that such loss or damage is recoverable
under such insurance policy) that covers the Premises, Landlord’s or Tenant’s
fixtures, personal property, leasehold improvements or business and which names
Landlord or Tenant, as the case may be, as a party insured; provided, however,
that this waiver shall be ineffective against any insurer of Landlord or Tenant
to the extent that such waiver (i) is prohibited by the laws or insurance
regulations of the Commonwealth of Pennsylvania or (ii) would invalidate any
insurance coverage of Landlord or Tenant.


      29. BROKERAGE.


      Landlord and Tenant warrant that they have had no dealings with any
undisclosed broker or agent in connection with the negotiation or execution of
this Lease and both parties agrees to indemnify each other against costs,
expenses, attorneys’ fees or other liability for commissions or other
compensation or charges claimed by any undisclosed broker or agent claiming the
same by,

12








through or under the respective party. Tenant and Landlord expressly
represent and warrant that it has not had brokerage representation regarding
this lease.


      30. ESTOPPEL CERTIFICATES.


      Tenant agrees to furnish from time to time when requested by Landlord a
certificate signed by Tenant confirming and containing such factual (if true)
certifications and representations pertaining to the Lease reasonably
satisfactory to Landlord and Tenant, and Tenant shall, within fifteen (15) days
(excluding government holidays) following receipt of said proposed certificate
from Landlord, return a fully-executed copy of said certificate to Landlord. In
the event Tenant shall fail to return a fully-executed copy of such certificate
to Landlord within the foregoing fifteen-day period, then Tenant shall be
deemed to have approved and confirmed all of the terms, certifications and
representations, if true contained in such certificate. Landlord may at its
option certify such certificate, if true, providing Tenant has failed to sign
and produce the certificate within the given time frame.


      31. NOTICES.


      (a) Method of Delivery. All notices, requests, demands and other
communications (each, a “Notice”) required to be provided to the other party
pursuant to this Lease shall be in writing and shall be delivered (i) in
person, (ii) by certified U.S. mail, with postage prepaid and return receipt
requested, (iii) by overnight courier service, or (iv) by facsimile
transmittal, with a verification copy sent on the same day by any of the
methods set forth in clauses (i), (ii) and (iii), to the other party to this
Lease at the following address or facsimile number (or to such other address or
facsimile number as Landlord or Tenant may designate from time to time pursuant
to Section 31(c):




	 	If to Landlord:







	 	Gerald C. Harvey, Esq.

Vice President, Secretary and General Counsel

TransTechnology Corporation

150 Allen Road

Liberty Corner, NJ 07938

Facsimile No.: (908) 903-0209







	 	With a copy to:







	 	Steven H. Sneiderman, Esq.

Hahn Looser & Parks LLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114-2301

Facsimile No.: (216) 241-2824






13











	 	If to Tenant:







	 	Breeze Industrial Products Corporation

c/o Industrial Growth Partners

100 Spear Street, Suite 310

San Francisco, CA 94105

Facsimile No.: (415) 882-4551







	 	With a copy to:







	 	Terrance Bessey, Esq.

Kirkland & Ellis

655 Fifteenth Street, N.W., Suite 1200

Washington, D.C. 20005

Facsimile No.: (202) 879-5200





      (b) Receipt of Notices. All Notices sent by Landlord or Tenant (or their
respective counsel pursuant to Section 31(d) under this Lease shall be deemed
to have been received by the party to whom such Notice is sent upon (i)
delivery to the address or facsimile number of the recipient party, or (ii) the
attempted delivery of such Notice if (A) such recipient Party refuses delivery
of such Notice, or (B) such recipient Party is no longer at such address or
facsimile number, and such recipient Party failed to provide the sending Party
with its current address or facsimile number pursuant to Section 31(c).


      (c) Change of Address. Landlord and Tenant and their respective counsel
shall have the right to change their respective address and/or facsimile number
for the purposes of this Section 31 by providing a Notice of such change in
address and/or facsimile as required under this Section 31.


      (d) Delivery by Party’s Counsel. Landlord and Tenant agree that the
attorney for such party shall have the authority to deliver Notices on such
party’s behalf to the other party hereto.


      32. FORCE MAJEURE.


      Whenever a period of time is herein prescribed for action to be taken by
Landlord or Tenant (save and except those time periods prescribed herein for
the payment of Rent by Tenant including provisions set forth in cancellation
option), neither Landlord nor Tenant shall be liable or responsible for, and
there shall be excluded from the computation for any such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials,
war, governmental laws, regulations or restrictions.


      33. SEPARABILITY.


      If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the Lease Term,
then and in that event, the remainder of this Lease shall not be affected
thereby, and in lieu of each clause or provision of this Lease that is illegal,
invalid or unenforceable, there shall be added as a part of this Lease a clause
or provision

14








as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.


      34. AMENDMENTS; WAIVER, BINDING EFFECT.


      The provisions of this Lease may not be waived, altered, changed or
amended, except by instrument in writing signed by both parties hereto. The
terms and conditions contained in this Lease shall apply to, inure to the
benefit of, and be binding upon the parties hereto, and upon their respective
successors in interest, legal representatives and permitted assigns, except as
otherwise herein expressly provided.


      35. QUIET ENJOYMENT.


      Provided Tenant has performed all of the terms and conditions of this
Lease, including the payment of rent, Tenant shall peaceably and quietly hold
and enjoy the Premises for the Lease Term, without hindrance from Landlord or
any successor to Landlord or any person claiming by, through or under Landlord,
subject to the terms and conditions of this Lease.


      36. INTERPRETATION.


      Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires. The captions
contained in this Lease are for convenience of reference only, and in no way
limit or enlarge the terms and conditions of this Lease.


      37. LANDLORD’S DEFAULT.


      If Landlord defaults in the performance or observance of any provision of
this Lease, Tenant shall notify Landlord in, writing specifying in what manner
Landlord has defaulted. Tenant may terminate this Lease if such default shall
not be cured by Landlord within the period of time provided for elsewhere in
this Lease, if any, or otherwise within thirty (30) consecutive calendar days
following the receipt of such notice (except that if such default cannot be
cured within said thirty (30) day period, this period shall be extended for the
time necessary to cure the default provided that Landlord commences to cure
such default within the thirty (30) day period and proceeds diligently
thereafter to effect such cure).


      38. OPTION TO PURCHASE.


      So long as Tenant is not then in default hereunder beyond any applicable
cure period, Tenant shall have the right, exercisable by delivery of at least
six (6) months prior written notice to Landlord, to purchase the Premises as of
the end of the Initial Term for a purchase price of $1,500,000.


      39. TENANT’S OPTION TO TERMINATE.


      (a) Tenant shall have, and is hereby granted, the option to terminate this
Lease effective as of any date after January 1, 2005 until the end of the
Initial Term. Exercise of such option to terminate under this Paragraph 39(a),
to be effective, must be by written notice setting

15








forth the effective date of such termination and delivered to Landlord at least one (1) year prior to the
effective date of such termination. Upon the effective date of such
termination, Landlord and Tenant shall have no further rights or obligations
under this Lease, except those which expressly survive such termination;
provided, however that if, prior to Tenant’s exercise of its termination option
pursuant to this Section 39(a), (i) Landlord has performed the remediation of
all existing environmental conditions on the Premises as of the date of this
Lease Agreement in all material respects in accordance with all applicable
Environmental Requirements, including, without limitation, the Pennsylvania
Land Recycling & Environmental Remediation Standards Act of 1995 (“Act 2”),
(ii) the remediation has been implemented and completed by Landlord in
accordance with the program approved by the Pennsylvania Department of
Environmental Protection under Act 2 and (iii) Landlord has obtained, on behalf
of itself and Tenant, the protections afforded under Section 501 of Act 2, then
Tenant shall pay to Landlord as liquidated damages with respect to such
termination an amount equal to fifty percent (50%) of the Basic Rental that
would have otherwise been payable by Tenant during the period beginning on the
effective date of such termination through the end of the Initial Tenn.


      (b) Tenant shall have, and is hereby granted, the option to immediately
terminate this Lease at any time during the Lease Term (including any Renewal
Term), upon the occurrence of either of the following conditions:



		
	 	      (i) Landlord files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United
States or under any insolvency act of any state, or is dissolved, or
makes an assignment for the benefit of creditors; or
	 
	 	      (ii) Involuntary proceedings under any bankruptcy laws or insolvency
act or for the dissolution of Landlord are instituted against Landlord,
or a receiver or trustee is appointed for all or substantially all of
Landlord’s property, and the proceeding is not dismissed or the
receivership or trusteeship is not vacated within sixty (60) days after
institution or appointment.



Exercise of such option to terminate under this Section 39(b), to be effective,
must be by written notice setting forth the effective date of such termination
and delivered to Landlord. Upon the effective date of such termination,
Landlord and Tenant shall have no further rights or obligations under this
Lease, except those which expressly survive such termination.


      40. EXHIBITS AND ATTACHMENTS.


      All exhibits, attachments, riders and addenda referred to in the lease are
incorporated into this Lease and made a part hereof for all intents and
purposes.


      41. GOVERNING LAW.


      This Lease and all of its terms, covenants and provisions shall be
governed by and construed under the laws of the Commonwealth of Pennsylvania.


[Remainder of page intentionally left blank; signatures on following page]


16









      IN WITNESS WHEREOF, Seller and Purchaser each have caused this Agreement
to be executed and delivered in their names by their respective duly authorized
officers or representatives as of the date first above written.



	 	 	 	 	 	 	 
	LANDLORD:		TENANT:
	 
	By:		
/s/ Joseph F. Spanier
		By:
		/s/ Eric D. Heglie
			


		
		

	 
	Its:		
Chief Financial Officer, Vice President and
Treasurer
		Its:
		Secretary
			


		
		




 







EXHIBIT A


BASIC RENTAL SCHEDULE


      a) During the Initial Term, the Basic Rental shall be Two Hundred Forty
Thousand and Eighty-Four Dollars and Twenty-Five Cents ($240,084.25) payable in
equal monthly installments of Twenty Thousand and Seven Dollars and Two Cents
($20,007.02).


      b) During each Renewal Term, the Basic Rental shall be the amount equal to
the product of (i) the Basic Rental under the preceding clause (a), multiplied
by (ii) a fraction, the numerator of which shall be the CPI for the roost
recent month for which the CPI is available prior to the commencement of the
applicable Renewal Term, and the denominator of which shall be the Base CPI;
provided, however, that such fraction shall not be less than one (1) nor more
than one and one-eighth (1.125).



For the purposes of this Lease, the following terms shall have the following
meanings: (i) the “CPI” shall mean the “The Consumer Price Index (All Urban
Consumers) (All Items) (base year 1982-1984 = 100) for the Pittsburgh, PA Area
published by the Bureau of Labor Statistics, U.S. Department of Labor”, or any
comparable successor index appropriately adjusted, and (ii) the “Base CPI shall
mean the CPI for the month in which the Commencement Date occurs.


 









EXHIBIT B


THE PREMISES


      [Attach survey]



 









EXHIBIT C


EXCEPTIONS FROM LANDLORD’S REPRESENTATIONS AND WARRANTIES


      1. The Premises are subject to the terms and conditions of two loan agreements
(described further below) between the Indiana County Development Corporation
and The Pennsylvania Industrial Development Authority (“PIDA”):



	 	 	 
	a.		
Loan Agreement dated March 29, 2000 for loan up to $744,605
(PIDA # 8315)
	 
	b.		
Loan Agreement dated November 1089 for loan up to $644,413
	 
		
	
As of 4/30/2001, the total outstanding PIDA loan amount for both loan
agreements is $884,915.



2. Open-end Mortgage, Assignment of Leases and Security Agreement, dated as of
June 20, 1995 between the Landlord and Fleet National Bank (formerly known as
The First National Bank of Boston and as BankBoston, N.A.), as amended as of
July 24, 1998, as further amended as of November 27, 1998, and as further
amended as of August 31, 1999.


3. See attached listing of environmental reports and documentation, copies of
which have previously been provided to the Tenant.