exhibit102.htm


    
      

    
Exhibit 10.2

    FIRST
      ADDENDUM TO LEASE

    


    This
      First Addendum To Lease dated June 8th, 2007, is between AGRACEL, INC., an
      Illinois corporation, having its principal place of business at 1200 Network
      Centre Drive, Suite 3, Effingham, Illinois 62401, and THE GSI GROUP, INC.,
      a
      Delaware corporation, or its assigns, having its principal place of business
      at
      1004 East Illinois, Assumption, Illinois 62510  (designated as Grain
      Systems, Inc. in the Lease dated March 1, 2007):

    


    Recitals:

    


      
      (A)  On
      March
      1, 2007, Agracel, Inc. (“Lessor”) and Grain Systems, Inc. (“Lessee”) entered
      into a Lease (“Lease”) a copy of the first page and the signature page of which
      are attached hereto as Exhibit A.

    


    (B)  Lessor
      and Lessee want to amend the Lease by restating the name of the Lessee, by
      increasing the size of the Premises, the Land and the Building subject to the
      Lease, by increasing the rent, and by making other modifications to the
      Lease.

    


    Now
      therefore, in consideration of
      the additional obligations to be performed by the Lessor and Lessee, the Lessor
      and Lessee amend the Lease by agreeing to the following:

    


    1.  Lessee’s
      Name.  Lessee shall be “The GSI Group, Inc., a Delaware
      corporation” rather than Grain Systems, Inc., an Illinois
      corporation.”

    


    2.  Lessee’s
      Purchase and Transfer of Additional Real Estate.  Lessee
      shall purchase from Taylorville Industrial Development Corporation, an Illinois
      corporation, whose mailing address is 108 West Market, Taylorville, Illinois
      62568 the real estate described on Exhibit B (“Additional Real Estate”) and
      Lessee shall, within 10 days following the transfer of the title to the
      Additional Real Estate to Lessee, transfer title to the Additional Real Estate
      to Lessor by quit-claim deed and on the same terms as the Agreement to Purchase
      between Lessee and the Taylorville Industrial Development Corporation with
      the
      exception of paragraph VII B (1) attached as Exhibit C (“Exhibit C Contract”),
      which Lessor has examined and approves, provided however, that Lessee shall
      remain solely responsible for performing the obligations set forth in Section
      VII, B (1) of the Exhibit C Contract.   At Lessee’s expense,
      Lessee shall furnish Lessor with an ALTA title insurance policy commitment
      for
      the Additional Real Estate in the amount of $40,000.

    


    3.  Lessor’s
      Construction.  Upon Lessee’s transfer of title of the
      Additional Real Estate to Lessor and upon satisfaction of the contingencies
      set
      forth in paragraph 6 hereof, the Lessor shall commence construction of a 100,000
      square foot expansion to the Building, as defined in the Lease as of March
      1,
      2007, on the Additional Real Estate pursuant to the plans and specifications
      approved by Lessor and Lessee in satisfaction of the contingency set forth
      at
      paragraph 6 (a) hereof (“Expansion Plans”) as the same may be amended from time
      to time by agreement of the parties, as set forth in written change orders
      signed by both parties or their designated representatives (“Building
      Addition”).


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    4.  Expansion
      Plans.  Lessor agrees that with regard to the Expansion
      Plans:

    


    (a)            Substantial
      Completion of Construction.  Lessor shall substantially
      complete construction of the Building Addition  so that it is to
      Lessee’s reasonable satisfaction under roof and sufficiently complete to take
      delivery of Lessee’s equipment not later than 190 days after the later of (i)
      the execution date of this First Addendum to Lease or (ii) the transfer of
      title
      of the Additional Real Estate to Lessor by Lessee (“Substantial Completion
      Date”).  Lessee shall have the right on and after the Substantial
      Completion Date to enter into the Building Addition for the purpose of making
      any and all installations of Lessee’s equipment to be used in the Building
      Addition.

    


    (b)  Completion
      of Construction, Occupancy Permit and Commencement
      Date.  Except for punch-list items, Lessor shall complete
      construction of the Building Addition and furnish Lessee with a certificate
      of
      occupancy not later than 230 days after the later of (i) the execution date
      of
      this First Addendum to Lease or (ii) the transfer of title of the Additional
      Real Estate  (“Commencement Date”).  Punch list items will
      be completed not later than 30 days after the Commencement Date.

    


    (b)            Construction
      Standards.  Lessor will secure all necessary permits for the
      construction of the Building Addition; Lessor warrants that the construction
      of
      the Building Addition will be completed in a good and workmanlike manner, that
      materials and workmanship will be of such quality as is usual and customary
      in
      the Taylorville, Illinois area, and that the construction shall comply with
      all
      applicable building and safety codes, and shall comport in all material respects
      with the Expansion Plans.

    


    (c)            Mechanicals
      and Fixtures.  Lessor shall construct  and provide
      the ventilation, heating, air conditioning, electrical, plumbing, and mechanical
      systems, equipment, and fixtures for the Building Addition in accordance with
      the Expansion Plans.

    


    (d)           Warranties.  Upon
      the Commencement Date or as soon thereafter as they shall become available,
      Lessor shall deliver and transfer to Lessee all manufacturers’ warranties,
      owners’ manuals and related materials.  Lessor warrants to Lessee the
      workmanship and materials of the Building Addition and its components installed
      by Lessor, its contractors, subcontractors, agents, and anyone working under
      Lessor’s control, for a period of one (1) year after the Commencement
      Date.

    


    5.  Amendment
      of
      Lease.  Effective as of the Commencement Date, certain
      paragraphs of the Lease dated March 1, 2007 shall be amended as
      follows:

    


    (a)           Property
      Leased.  Paragraph 1 of the Lease dated March 1, 2007 is
      amended as follows:

    


    The
      meaning of the terms “Land,” “Building,” and “Premises,” are amended as
      follows:


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    The
      term “Land” shall include the real estate described in Exhibit A of the Lease
      dated March 1, 2007 and the Additional Real Estate described in Exhibit B to
      this First Addendum to Lease.

    


    The
      term “Building” shall include the “Building” as defined in the Lease dated March
      1, 2007 and the Building Addition as defined in paragraph 3 of this First
      Addendum to Lease.

    


    The
      term “Premises” shall include the “Land” and “Building” as described in the
      Lease dated March 1, 2007, as amended by the preceding two
      paragraphs.

    


    (b)  Rental.  Paragraph
      2 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof
      the following is substituted:

    


    2.  RENTAL:  For
      the period beginning on March 1, 2007 and ending on the Commencement Date,
      the
      Lessee shall pay to Lessor rent in the amount of $23,433.33 per
      month.

    


    Lessee
      shall pay to Lessor rent for the Initial Term, as hereinafter defined, of the
      Lease in the amount of Seven Million One Hundred Sixty-six Thousand Five Hundred
      Ninety-three and 00/100 Dollars ($7,166,593.00) (the “Rent”), payable monthly on
      the first day of each month commencing on the Commencement Date and in the
      amounts as follows:

    


    Year
      1                          $54,541.67
      per month;

    Year
      2                          $55,632.50
      per month;

    Year
      3                          $56,745.17
      per month;

    Year
      4                          $57,880.08
      per month;

    Year
      5                          $59,037.67
      per month;

    Year
      6                          $60,218.42
      per month;

    Year
      7                          $61,422.75
      per month;

    Year
      8                          $62,651.25
      per month;

    Year
      9                          $63,904.25
      per month; and

    Year
      10                          $65,182.33
      per month.

    


    (i)  without
      advance notice, demand, offset, or deduction;

    


    (ii)  Past
      due rent shall bear interest at the rate of 1.5% per month prorated on a daily
      basis from five (5) days after the date due.

    


    (iii)  The
      term “Year” as used in the preceding rent table shall mean the 12 month period
      beginning on the first day of the month in which the Commencement Date falls
      and
      ending on the last day of the 12th month thereafter.

    


    (iv)  Lessor
      and Lessee acknowledge that the Rent set forth above is based upon a
      Construction Cost of $3,600,000.  In the event that the Construction
      Cost as defined in paragraph 6 (b) varies from the $3,600,000, Lessor and Lessee
      agree that the Rent shall be recalculated based upon the actual Construction
      Cost and the formula set forth below and such recalculation shall be included
      in
      the Second Addendum to Lease, as provided at paragraph 6 (c) and shall
      thereafter be the Rent.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Agreed
      to
      increase                                                                           Increase
      (decrease)

    (decrease)
      in                                                      =                      in
      Year 1 Rent

    Cost
      x 11.0%

    


    Such
      Rent adjustments shall be to Year
      1 Rent, and adjusted annually by a 2% increase.

    


    (iv)  In
      the event changes to the Expansion Plans are authorized in writing by Lessee
      after the Lessor and Lessee have approved of the Expansion Plans pursuant to
      paragraph 6 (a) (“Change Order”), then upon the Commencement Date and at
      Lessee’s option, the total of all Change Orders may be either:

    


    (a)
      paid by Lessee to Lessor, or

    


    (b)
      paid by an adjustment to the Rent calculated according to the following
      formula:

    


    Agreed
      to
      increase                                                                           Increase
      (decrease)

    (decrease)
      in                                                      =                      in
      Year 1 Rent

    Cost
      x 11.0%

    


    Such
      Rent adjustments shall be to Year 1 Rent, and adjusted annually by a 2%
      increase.

    


    In
      the event Lessee chooses the paragraph (b) option, the total Rent and the rent
      payment schedule shall be recalculated to reflect the total of all Change Orders
      and the recalculated rent amount and payment schedule shall be reduced to
      writing and signed by Lessor and Lessee in the form of a Third Addendum to
      Lease
      and shall thereafter be the Rent.

    


    (c)  Term.  Paragraph
      4 (a) of the Lease dated March 1, 2007 is deleted in it entirety and in lieu
      thereof the following is substituted:

    


    (a)
      Initial Term.  The initial term of this Lease shall be for ten (10)
      years, beginning on the Commencement Date, as defined in  paragraph 3
      (b) of the First Addendum to Lease, and ending on the last day of the month
      which is ten years thereafter (the “Initial Term”).

    


    (d)  Security
      Deposit.  Paragraph 5 of the Lease dated March 1, 2007 is
      deleted in it entirety and in lieu thereof the following is
      substituted:

    


    5.  SECURITY
      DEPOSIT: Lessee agrees to pay a security deposit of Sixty-Five Thousand One
      Hundred Eighty-Two and 33/100 Dollars ($65,182.33), which shall be held by
      the
      Lessor in an interest bearing account as security for the faithful performance
      by Lessee of all of the terms of this Lease by Lessee to be observed and
      performed.  Interest on the account will be retained by and taxable to
      Lessor.  At the end of the lease term, provided the Lessee has
      fulfilled its obligation under the Lease, the deposit will be returned to Lessee
      within thirty days of the end of the Lease.

    


    Lessor
      and Lessee acknowledge that the security deposit amount is the amount of the
      monthly rent in year 10 of the Initial Term.  In the event the rent
      schedule is changed pursuant to paragraph b above, Lessor and Lessee agree
      that
      the security deposit shall be recalculated based upon the adjusted rent schedule
      so that it is equal to a month’s rent in year 10 of the Initial Term and such
      recalculation shall be included in the Second Addendum to Lease, as provided
      at
      paragraph 6 (c).


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    (e)  Existing
      Leases.   Paragraph 37 (f) of the Lease dated March 1,
      2007 is deleted in it entirety and in lieu thereof the following is
      substituted:

    


                (f)  Termination
      Agreements in the form of Exhibit D signed by the Lessees of the Existing
      Leases, excepting therefrom termination of the lease with Ahlstrom Engine
      Filtration, LLC.

    


    (f)  The
      next to the last
      paragraph of Paragraph 37 of the Lease dated March 1, 2007 is deleted in it
      entirety and in lieu thereof the following is substituted:

    


    Lessor
      shall assign to Lessee all of its right, title and interest in and to that
      certain lease with Ahlstrom Engine Filtration, LLC to a portion of the Premises
      occupied by it pursuant to its lease with Lessor, attached hereto as part of
      Exhibit B.

    


     (g)  Notices.  Paragraph
      30 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu
      thereof the following is substituted:

    


    30.  NOTICES:  Unless
      otherwise designated by like notice in writing by either party to the other,
      notices required herein shall be sent by registered or certified mail or by
      express overnight delivery as follows:

    


    To
      Lessor:              
Agracel, Inc

                                   
       Attention:  R. Dean Bingham

     P.O.
      Box
      1107

     1200
      Network Centre Drive,
      Suite 3

     Effingham,
      Illinois
      62401

    


                To
      Lessee:                   The
      GSI Group, Inc.

    Attention:
      Mike
      Brotherton

    1004
      East Illinois

    Assumption,
      Illinois  62510

    


    Notices
      so mailed or delivered shall be deemed duly given upon deposit with the U.S.
      Postal service or overnight courier, as applicable, postage or delivery fee
      prepaid, addressed as above indicated.

    


    (h)  Option
      Price.  Paragraph 39 of the Lease dated March 1, 2007 is
      amended by adding the following as an additional paragraph after the last
      paragraph of Paragraph 39:

    


    Anything
      herein to the contrary notwithstanding, the Option Price as herein defined
      shall
      be reduced the amount determined in the appraisal process as attributable to
      the
      value of the Additional Real Estate.

    


    6.  Contingencies.  Anything
      herein to the contrary notwithstanding, the obligations of Lessor and Lessee
      hereunder are contingent upon the occurrence of the following:


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    a.  within
      15 days after
      the date of this First Addendum to Lease, the Lessor providing  Lessee
      with a completed set of plans and specifications for the construction of
      the  Building Addition and the Lessor and Lessee signing a written
      memorandum approving of such plans and specifications (“Expansion
      Plans”).

    


    b.  within
      15 days after
      the date of this First Addendum to Lease, the Lessor providing Lessee with
      the
      cost to construct the Building Addition pursuant to the plans and specification,
      which cost shall not exceed $3,600,000 unless otherwise agreed, and the Lessor
      and Lessee signing a memorandum agreeing to such cost to construct the Building
      Addition (“Construction Cost”).

    


    c.  within
      15 days after
      the date of this First Addendum to Lease, the Lessor and Lessee signing a Second
      Addendum to Lease to which will be attached and made a part thereof the
      Expansion Plans and the Construction Cost memorandum.  In the event
      the Construction Cost varies from $3,600,00, the Second Addendum to Lease shall
      also state the rent calculated in accordance with paragraph 5(b)2(iv) hereof
      and
      shall state the security deposit calculated in accordance with paragraph 5(d)
      hereof.  The Second Addendum to Lease shall also include such other
      matters as the parties mutually agree are necessary to fully and correctly
      state
      their agreement with regard to the construction and leasing of the Building
      Addition.

    


    In
      all other respects the Lease dated
      March 1, 2007 is ratified and confirmed.

    


    
      	
              LESSEE:

            	 	
              LESSOR:

            
	 	 	 
	
              THE
                GSI GROUP, INC.

            	 	
              AGRACEL,
                INC.

            
	
              a
                Delaware corporation

            	 	
              an
                Illinois corporation

            
	 	 	 
	
              By:/s/
                William J. Branch

            	 	
              By:
                /s/ R. Dean Bingham

            
	
              Its:
                Chairman and CEO

            	 	
              Its:
                President

            
	 	 	 
	
              ATTEST:

            	 	
              ATTEST:

            
	
              By:/s/
                Mike Brotherton

            	 	
              By:
                /s/ Michael Mumm

            
	
              Its:
                VP Operations

            	 	
              Its:
                Secretary

            
	 	 	 


    

    



    
      
        
        

      

      
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    Exhibit
      B

    Legal
      Description of Additional Real Estate

    


    Part
      of
      the Southwest Quarter of Section 33, Township 13 North, Range 2 West of the
      Third Principal Meridian, described more particularly as follows:

    


    Commencing
      at a disk marking the West One Quarter corner of the aforementioned Section
      33,
      thence South 01 degrees 02 minutes 25 seconds East along the section line a
      distance of 657.15 feet, thence South 89 degrees 18 minutes 26 seconds East
      a
      distance of 42.07 feet to an iron pin on the East Right-of-Way line of S.B.I.
      Route 48, said pin marks the true Point of Beginning, thence continuing South
      89
      degrees 18 minutes 26 seconds East a distance of 828.25 feet, thence South
      02
      degrees 04 minutes 23 seconds East a distance of 700.90 feet to an iron pipe
      marking the beginning of a 150.00 foot radius curve to the left, thence
      Northwesterly 229.43 feet along said curve whose long chord bears North 45
      degrees 53 minutes 25 seconds West for a distance of 229.43 feet to an iron
      pipe, thence North 89 degrees 42 minutes 27 seconds West a distance of 694.52
      feet to an iron pipe on the East Right-of-Way line of S.B.I. Route 48, thence
      North 01 degrees 00 minutes 32 seconds West along said Right-of-Way line a
      distance of 562.43 feet to the true Point of Beginning.  Said parcel
      contains 10.801 acres, more or less.  All in the County of Christian,
      State of Illinois.

    


    

Note: 
    Exhibit A is a copy of the Original Lease, included at Exhibit 10.1.
    
      
        
        

      

      
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