Exhibit
10.7


 


FIRST
AMENDMENT TO OFFICE LEASE


 


THIS FIRST AMENDMENT TO OFFICE LEASE dated this 26th day of July 2004 by and between ROBEAR WEST TRENTON ASSOCIATES, L.P. (hereinafter
called “Landlord”) and ROLLER BEARING COMPANY OF AMERICA, INC. (hereinafter
called “Tenant”).


 


BACKGROUND


 


A.                                   Landlord and Tenant are the parties to a
certain Office Lease dated January 10, 1999 (the “Lease”)
pursuant to which Landlord leases to Tenant and Tenant leases from Landlord
approximately 93,015 rentable square feet (the “Demised Premises”) at the building located at the
corner of Silvia Street and Sullivan Way, in the Township of Ewing, County of
Mercer, State of New Jersey (the “Building”).


 


B.                                     Tenant desires to Tenant now desires to
terminate the Lease only as it relates to a portion of the original Demised
Premises consisting of approximately 7,300 rentable square feet of floor area
described as the “Surrender Space” on Exhibit
“A-1”  attached hereto and made a part hereof (the “Surrender Space”) so that the Demised Premises shall thereafter consist of
approximately 85,715 rentable square feet of floor area described as the “Reconfigured Premises” on Exhibit “A-1”
(the “Reconfigured Premises”), and
Landlord desires to terminate the Lease only as it relates to the Surrender
Space upon the terms and conditions set forth herein.


 


C.                                     Landlord and Tenant desire to reduce the
Demised Premises as set forth in the terms provided herein.


 


NOW, THEREFORE, in consideration of the Reconfigured Premises
herein continued and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant, intending to
be legally bound hereby agree as follows:


 


1.                                      CAPITALIZED TERMS. Except otherwise defined herein, capitalized
terms used herein shall have the same meanings assigned to such terms under the
Lease.


 


2.                                      SURRENDER SPACE. Upon the terms and conditions set forth herein,
Landlord and Tenant hereby terminate the Lease only as it relates to the Surrender
Space effective as of the date that the Landlord has re-leased the Surrender Space
and Landlord is collecting the Annual Base Rent on such space (the “Surrender Space
Termination Date”). In furtherance of the foregoing:


 


A.                                   On the Surrender Space Termination Date: (i) this
Lease shall terminate as it relates only to the Surrender Space as if the
Surrender Space Termination Date was the date originally stipulated for the
expiration of the Term as it relates to the Surrender Space; (ii) Tenant
shall surrender vacant possession of the Surrender Space in broom-clean
condition; and (iii) except for those provisions which survive the
expiration or earlier termination of the Lease, the Lease shall be of no
further force and effect as it relates to the Surrender Space; provided,
however, that nothing


 





















 


herein
shall relieve Tenant of any obligations which accrue hereunder prior to the
Surrender Space Termination Date.


 


B.                                     Effective on the Surrender Space Termination
Date: (i) the description of the “Demised
Premises” set forth on Exhibit “A”
attached to the Lease is hereby amended and replaced with the description
of the “Reconfigured Premises” set
forth on Exhibit “A-1”  attached
hereto; (ii) the first sentence of Section 2 of the Fundamental Lease
Provisions) of the Lease is hereby amended by replacing “Ninety-Three Thousand
Fifteen rentable square feet (93,015 rsf)” with Eighty-Five Thousand Seven Hundred
Fifteen rentable square feet (85,715 rsf)”; (iii) Section 4 of the Fundamental
Lease Provisions) of the Lease is hereby amended by replacing “Fifty-Nine and
Fifty-Five hundredths percent (59.55%)” with “Fifty-Four and Eight-Eight
hundredths percent (54.88%)”; and (iv) Tenant’s obligation to pay Annual
Base Rent shall be adjusted to reflect the reduced rentable square footage of
the Reconfigured Premises (which is more specifically set forth in Section 3
hereinbelow) and all other figures and provisions in the Lease affected by the
reduction of such square footage shall be adjusted and amended accordingly.


 


C.                                     In the event Tenant shall hold possession of
the Surrender Space after the Surrender Space Termination Date (time being of
the essence), then Landlord shall have any and all rights and remedies as set
forth in the Lease including, but not limited to, those rights and remedies set
forth in Section 18 of the Lease. Further, in the event Tenant shall hold
possession of the Surrender Space after the Surrender Space Termination Date
(time being of the essence), Tenant hereby agrees to indemnify and hold
Landlord harmless from and against any and all claims, damages (including
actual and consequential damages) and expenses (including reasonable attorneys’
fees) resulting from a failure to deliver the Surrender Space to a new tenant
or occupant for said space in accordance with the terms and conditions of a lease
with said new tenant or occupant including, but not limited to, any damages
incurred by Landlord resulting from the termination of the lease with said new
tenant or occupant.


 


3.                                      ANNUAL BASE RENT. Commencing on the day following the Surrender
Space Termination Date, Section 10 of the Fundamental Lease Provisions of
the Lease is hereby amended and replaced with the following:


 


	
  PERIOD

  	
   

  	
  ANNUAL BASE

  RENT

  	
   

  	
  MONTHLY

  INSTALLMENT

  	
   

  	
  $/RSF

  NNN

  	
   

  
	
  03/01/04 – 02/28/05

  	
   

  	
  $

  	
  342,860.00

  	
   

  	
  $

  	
  28,571.00

  	
   

  	
  $

  	
  4.00

  	
   

  
	
  03/01/05 – 02/28/06

  	
   

  	
  $

  	
  342,860.00

  	
   

  	
  $

  	
  28,571.00

  	
   

  	
  $

  	
  4.00

  	
   

  
	
  03/01/06 – 02/28/07

  	
   

  	
  $

  	
  342,860.00

  	
   

  	
  $

  	
  28,571.00

  	
   

  	
  $

  	
  4.00

  	
   

  
	
  03/01/07 – 02/29/08

  	
   

  	
  $

  	
  342,860.00

  	
   

  	
  $

  	
  28,571.00

  	
   

  	
  $

  	
  4.00

  	
   

  
	
  03/01/08 – 02/28/09

  	
   

  	
  $

  	
  342,860.00

  	
   

  	
  $

  	
  28,571.00

  	
   

  	
  $

  	
  4.00

  	
   

  



 


4.                                      TENANT IMPROVEMENTS.


 


A.                                   Except for the Scope of Work attached hereto
as Exhibit “B” (“Landlord’s
Work”), Landlord
shall have no obligation to perform any improvements to either the Reconfigured
Premises or to the Surrender Space. Notwithstanding anything to the contrary
set forth in the Lease (as amended hereby), with the exception only of the
Landlord’s Work as specifically described herein, Landlord


 


2





















 


shall
have no obligation to construct any buildings, improvements or alterations, or
to extend or provide any services on or to the Reconfigured Premises or to or
for the benefit of Tenant, or to make any repairs or replacements to the
Reconfigured Premises; and Landlord makes no warranty concerning the
Reconfigured Premises or the Landlord’s Work, including without limitation any
warranties of merchantability, habitability, fitness or any other condition
thereof for any particular purpose.


 


B.                                     All work described in this Scope of Work shall
be furnished, installed and shall be performed by Landlord, utilizing a general
contractor selected by Landlord.


 


C.                                     In the event Tenant requests that Landlord
perform any work to the Reconfigured Premises other than as specifically set
forth herein, said work shall be considered a “Tenant Change Order” and Tenant
shall pay any increase in the cost of constructing the Landlord’s Work (including,
without limitation, additional architect’s fees) resulting from such Tenant
Change Order. In constructing the Landlord’s Work, Landlord reserves the right
to: (i) make substitutions of material of equivalent grade and quality
when and if any specified material shall not be readily and reasonably
available, and (ii) make changes necessitated by conditions met during the
course of construction; provided, however, that Tenant’s approval of any
substantial change shall first
be obtained, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant Change Orders
shall not be permitted without the prior written approval of Landlord, which
approval shall not be unreasonably withheld, conditioned or delayed by Landlord
so long as the Tenant Change Order does not delay the construction of the
Landlord’s Work. If Landlord approves any Tenant Change Order then,
notwithstanding anything to the contrary contained herein, Tenant shall pay any
increase in the cost of constructing the Landlord’s Work resulting from such
Tenant Change Order within thirty (30) days after receipt of Landlord’s invoice
therefor. As a condition to Landlord’s approval of any Tenant Change Order,
Landlord may require that, prior to Landlord’s commencement of any work related
to such Tenant Change Order, Tenant shall pay to Landlord one hundred percent
(100%) of the amount estimated by Landlord to become due to Landlord with respect
to such Tenant Change Order, which prepaid amount shall be applied against the
last of the costs incurred by Landlord with respect to such Tenant Change
Order.


 


5.                                      OTHER MODIFICATIONS. Except as expressly amended hereby, the
Lease shall remain in full force and effect unmodified. Tenant expressly
acknowledges that the provisions of Section 15 of the Lease (relating to
Default) remains in full force and effect.


 


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OF PAGE INTENTIONALLY LEFT BLANK.]


 


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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the date set forth above.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ROBEAR WEST TRENTON

  ASSOCIATES, L.P.

  
	
   

  	
  a
  Pennsylvania Limited Partnership

  
	
   

  	
   

  
	
  WITNESS:

  	
  By:
  

  	
  ROBEAR, INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Alan S. Werther

  	
   

  
	
   

  	
   

  	
  Name:
  ALAN S. WERTHER

  
	
   

  	
   

  	
  Title:
  VICE PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  ROLER BEARING COMPANY OF

  AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Robert W. Crawford

  	
   

  
	
   

  	
   

  	
  Name:
  Robert W. Crawford

  
	
   

  	
   

  	
  Title:
  Director

  
						



 


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EXHIBIT “A”


 


SURRENDER
SPACE


 


RECONFIGURED
PREMISES


 


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Exhibit “A-1”


 





















 





 


Exhibit “A-1”


 





















 





 


Exhibit “A-1”