Exhibit 10.42





Exhibit 10.42




FOURTH AMENDMENT TO AGREEMENT OF LEASE




AGREEMENT made as of the 30th day of October, 2008 by and between COMMERCE PARK REALTY, LLC, a
Connecticut limited liability company having an address at 7 Finance Drive, Danbury, Connecticut
06810 (“Lessor”) and ADVANCED TECHNOLOGY MATERIALS, INC., a Delaware corporation having an address
at 7 Commerce Drive, Danbury, Connecticut 06810 (“Lessee”).



RECITALS




A. Lessee has leased certain land and improvements known as 7 Commerce Drive, Danbury,
Connecticut (the “Leased Premises”), pursuant to a lease dated December 23, 1994 between Melvyn J.
Powers and Mary P. Powers, d/b/a M&M Realty, as original lessor, and Lessee, as lessee (the
“Original Lease”), as amended by (i) First Addendum to Lease dated January 27, 1995 (the “First
Addendum”), (ii) Second Addendum to Lease dated February 24, 1995 (the “Second Addendum”), (iii)
First Amendment to Agreement of Lease between Lessor and Lessee dated as of November 22, 2000 (the
“First Amendment”), (iv) Second Amendment to Agreement of Lease between Lessor and Lessee dated as
of March 24, 2003 (the “Second Amendment”), and (v) Third Amendment to Agreement of Lease between
Lessor and Lessee dated as of January 18, 2007 (the “Third Amendment”; collectively with the
Original Lease, the First Addendum, the Second Addendum, the First Amendment and the Second
Amendment referred to herein as the “Lease”).



B. Lessee has requested that Lessor agree to extend the Initial Term of the Lease by
twenty-four (24) months.



C. As a condition to granting its consent to Lessee’s request, Lessor requires that the Lease
be modified in accordance with the terms of this Agreement.



D. In consideration of the foregoing, and for ONE DOLLAR ($1.00) and other valuable
consideration received by each to their satisfaction, Lessor and Lessee hereby agree as follows:



AGREEMENT




1. The initial term of the Lease is hereby extended for a period of twenty-four (24) months,
so that it ends on December 31, 2011. All references in the Lease to the “Initial Term” shall mean
the period commencing on the Commencement Date and ending on December 31, 2011. Commencing
January 1, 2010, the annual Fixed Rent of $485,702.76 shall be increased by four percent (4%) to a
new annual Fixed Rent of $505,130.00 and shall be payable for the remainder of the Initial Term, as
extended hereby, in monthly installments of $42,094.17.



2. Due to the extension of the Initial Term to December 31, 2011, the First Renewal Term shall
commence on January 1, 2012 and terminate on December 31, 2016, and the Second Renewal Term shall
commence on January 1, 2017 and terminate on December 31, 2021. During the First Renewal Term, the
annual Fixed Rent shall be increased to $570,000.00 and be payable in monthly installments of
$47,500.00. During the Second Renewal Term, the annual
Fixed Rent shall be increased to $630,000.00 and be payable in monthly installments of
$52,500.00.


 


 









 





3. Upon the later of (i) the expiration or termination of the Initial Term of the Lease, as
extended hereby, or (ii) the expiration of the last Renewal Term exercised by Lessee, Lessee shall
be required, at its sole cost and expense and in addition to any other maintenance and repair
obligations described in the Lease, to have conducted and completed the repair and restoration work
described on Exhibit A attached hereto (“Restoration Work”) and made a part hereof. Lessee
hereby certifies to Lessor that, to the best of its knowledge, the List of Alterations dated
10/13/2008 attached hereto as Exhibit B is a complete list of all Alterations made by
Lessee during the term of the Lease and that completion by Lessee of the work described in
Exhibit A hereof will result in the removal of all of such Alterations, subject to the
exclusions described in Exhibit A and Exhibit B hereof. Conditioned on Lessee
completing the Restoration Work, (i) the last sentence of Section 10.7 of the Lease shall be of no
force or effect with respect to Alterations made prior to the date of this Agreement, (ii) Lessor
agrees to waive any claim that it may have had against Lessee as of the date of this Agreement for
any breach of Section 10.1, 10.2 or 10.3 of the Lease, and (iii) Lessee shall be deemed to have
satisfied its obligations under Section 9.6 of the Lease.



4. Except as specifically modified hereby, all of the terms and conditions of the Lease remain
in full force and effect.



5. All capitalized terms used, but not defined herein, shall have the definitions attributed
thereto in the Lease.



6. This Agreement shall be binding upon, and inure to the benefit of, Lessor and Lessee and
their respective successors, heirs, and assigns.




7. This Agreement shall be construed in accordance with the laws of the State of Connecticut.



8. This Agreement may not be changed or modified, in whole or in part, except by written
instrument executed by the party against whom enforcement of such change or modification is sought.



[The Remainder of this Page Intentionally Left Blank]



 


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IN WITNESS WHEREOF, the Lessee and Lessor have executed this Agreement as of the day and date
first above written.



	 	 	 	 	 	 	 	 	 
	 	 	LESSOR:	 	 
	 
	 	 	COMMERCE PARK REALTY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Commerce Park Management Company	 	 
	 	 	 	 	Its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Melvyn J. Powers	 	 
	 

	 	 	 	 	 	 

Melvyn J. Powers
	 	 
	 

	 	 	 	 	 	Its President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LESSEE:	 	 
	 
	 	 	ADVANCED TECHNOLOGY MATERIALS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel P. Sharkey	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its EVP —
Business Development	 	 






Signature Page to Fourth Amendment to Agreement of Lease




 


 









 







Exhibit A




REPAIR AND RESTORATION OBLIGATIONS WHEN LESSEE VACATES:





	1.	 	SUMMARY







General




The following Subsections serve to describe restoration and repair to 7 Commerce Drive to be
completed by Lessee. The restoration and repair is to be completed on or before the lease
termination date. The specific restoration and repair requirements will be general in scope
until a comprehensive, detailed, survey is completed by Lessee.




	2.	 	CRITERIA







2.1 General: Area of Restoration.




The area of restoration (the “Area of Restoration”) shall be the non-crosshatched/non-shaded
portions of the building interior as delineated on the Restoration Scope Plan dated
10-27-08-B attached hereto and made a part hereof (the “Restoration Plan”), plus specific
exterior removals described on the Restoration Plan.




Please note that specific lab or area titles are not listed due to the fact that many of the
lab and facility names and nomenclature change fairly regularly over the course of time.




Walls to remain shall be patched and painted neutral color latex flat.




All building structural elements and structural columns shown on the Restoration Plan shall
remain as the currently exist, along with those structural members that the columns support.




No new walls are to be constructed except as may be necessary for repair of damage caused by
Lessee or Lessee’s contractors or agents.


 


 









 






2.2 Specific Removals




Notwithstanding the exceptions noted herein, the following will be removed within the Area
of Restoration only as defined above and as part of the restoration process. Removal shall
mean complete dismantling and removal off-site of items and removal of any support
structure, hangers, connections, and evidence of the item or object. The scope includes
repairs to structures to remain as part of the restoration and removal process. Removals
shall include:




	 	2.2.1	 	Hazardous and chemical waste lines, gas lines, and storage
tanks connected to Lessee’s equipment and labs.

	 
	 	2.2.2	 	All Lessee’s equipment associated with Lessee’s manufacturing,
testing, analytical, synthesizing or R&D activities.

	 
	 	2.2.3	 	All partitions, doors, and hardware not indicated to remain on
the Restoration Plans.

	 
	 	2.2.4	 	All suspended ceilings.

	 
	 	2.2.5	 	All Lessee installed electrical panels, transformers,
equipment, and lighting.

	 
	 	2.2.6	 	All air-conditioning, diffusers, registers, controls,
ductwork, and exhaust equipment installed by Lessee.

	 
	 	2.2.7	 	All non-VCT flooring installed by Lessee.

	 
	 	2.2.8	 	All furniture and non-fixed items installed by Lessee.

	 
	 	2.2.9	 	All non-ceiling mounted sprinklers and non-conforming
sprinkler heads installed by Lessee.

	 
	 	2.2.10	 	All electrical generators installed by Lessee.

	 
	 	2.2.11	 	All water piping, fixtures, and drains installed by Lessee, except in Men’s
and Women’s Room shown in non-crosshatched area.

	 
	 	2.2.12	 	All rooftop equipment, including air handling units, exhaust equipment and
associated electrical, as well as steel supports.

	 
	 	2.2.13	 	Any hazardous material installed by Lessee.







2.3 REPAIRS




Lessee will repair and re-finish those items within the Area of Restoration only which
have been damaged, marred, disfigured, deformed or distorted as a result of the removals
described above. Additionally, Lessee will:




	 	2.3.1	 	Furnish and install new 2x4 suspended ceiling and tile to
match type originally installed by Lessor prior to ATMI occupancy.

	 
	 	2.3.2	 	Furnish and install one 2x4 prismatic ceiling light fixture
for each 150 square feet of usable area. Provide one toggle type switch for
every 500 square feet.

	 
	 	2.3.3	 	Furnish and install building standard exit and emergency
lighting as required by code.

	 
	 	2.3.4	 	Furnish and install building standard sprinkler heads and
coverage as required by code.

	 
	 	2.3.5	 	Fill trench drains and other floor depressions with material
similar to surrounding region.

	 
	 	2.3.6	 	Furnish and install VCT flooring and black vinyl cove style
baseboard throughout.

	 
	 	2.3.7	 	Furnish and install six 20-ton air-conditioning units on roof
and appropriate distribution ductwork and controls to meet minimum ASHRAE
standards for office environments.

	 
	 	2.3.8	 	Install or repair electrical panels so that duplex electrical
outlets in walls designated to remain will be powered according to minimum code
standards for office type environments.

	 
	 	2.3.9	 	Repair metal decking and replace roof with roofing material
and type to match existing.

	 
	 	2.3.10	 	Repair landscape, concrete, or paving damaged by Lessee’s removal of
equipment. Remove all footings and supports associated with exterior tank and
equipment removals.




 


 









 











	3.	 	PROCESS







3.1 General




Restoration will commence on a schedule developed by Lessee and approved by Lessor, whose
approval shall be not unreasonably withheld. Note that restoration completion is contingent
on the timely approval of plans and permits by Lessor.




3.2 Sequence.




	 	3.2.1	 	Transfer of Lessee equipment and personnel from 7 Commerce Drive

	 
	 	3.2.2	 	Survey of premises indicating:







	 	3.2.2.1	 	Items to be removed as described

	 
	 	3.2.2.2	 	Items to remain within Area of Restoration

	 
	 	3.2.2.3	 	Anticipated repairs







	 	3.2.3	 	Architecture and Engineering plan preparation

	 
	 	3.2.4	 	Schedule preparation

	 
	 	3.2.5	 	Plan and Schedule review and approval by Lessor

	 
	 	3.2.6	 	Permit filing at Danbury Building Department through Lessor

	 
	 	3.2.7	 	Pricing and contractor selection

	 
	 	3.2.8	 	Execution of work

	 
	 	3.2.9	 	Final inspections and Certificate of Occupancy

	 
	 	3.2.10	 	Lessor confirmation





 


 









 










	4.	 	CONCLUSION







4.1 General




	 	4.1.1	 	The overall cost and responsibility of restoration as
described will be the responsibility of the Lessee. The Lessor will need to
approve and sign the permits required to complete the work. Final confirmation
by Lessor will be provided to Lessee upon completion of the work.

	 
	 	4.1.2	 	Lessee will have an independent, third-party environmental
consultant licensed in the State of Connecticut inspect the areas where the
work described in paragraph 2.3.1 above is conducted to insure that such
removal was conducted properly and in compliance with applicable regulatory
requirements, and that no contamination occurred in connection therewith
(“Inspection”). To the extent that it makes physical, practical and economic
sense to do so, the groundwater and soil testing required to be done by Lessee
pursuant to Section 4.3(a) of the Lease shall be done in coordination with the
Inspection. Lessee shall have its independent consultant generate a written
report addressed to Lessor and Lessee confirming the results of the Inspection
and the testing performed pursuant to Section 4.3(a) of the Lease. A copy of
such report shall be provided to Lessor and Lessor shall be identified in the
report as a party entitled to rely on the report. Lessee shall provide at
least five (5) business days prior written notice to Lessor of the timing and
scope of the Inspection and any testing pursuant to Section 4.3 of the Lease
and this Exhibit A.

	 
	 	4.1.3	 	All demolition and construction done in accordance with the
foregoing work must be in compliance with the International Code of 2003 and
2005 Connecticut State Building Code.

	 
	 	4.1.4	 	Nothing in this Exhibit A is intended to (i) reduce or
modify, except as specifically set forth in Section 4.1.2 above, Lessee’s
obligations pursuant to Section 4 (Environmental Provisions) of the Lease,
which shall be deemed to apply to all work done by Lessee hereunder.

	 
	 	4.1.5	 	To the extent not previously satisfied, Lessee’s obligations
hereunder will survive the expiration or early termination of the Lease. If
Lessee has not finished all the work required to be done by Lessee hereunder so
that Lessee and its employees, agents and contractors have vacated the Premises
by the end of the Initial Term or the last Renewal Term exercised by Lessee, as
applicable, Lessee shall be deemed a holdover tenant and the provisions of
Section 18.1 of the Lease shall apply until all such work has been completed
and Lessee has vacated the Premises.




 


 









 






4.2 Performance




The Lessee will, at its own cost and expense perform the following tasks:




	 	4.2.1	 	Obtain required permits and approvals from regulatory agencies
having jurisdiction.

	 
	 	4.2.2	 	Test suspected materials for hazardous content if the
materials are deemed to have been installed by Lessee.

	 
	 	4.2.3	 	Non-scope areas shall be broom-swept clean.

	 
	 	4.2.4	 	Provide appropriate insurance coverage as may be required.







4.3  Exceptions




The following are considered Out of Scope items and are not part of the Lessee
restoration obligations:




	 	4.3.1	 	Remediation or removal of hazardous materials from prior
tenancies or conditions, which existed prior to Lessee’s occupancy.

	 
	 	4.3.2	 	Requirement that the work is required to be performed on
overtime or during non-business hours unless necessary to meet lessee
obligations with regard to vacating the premises in accordance with the lease.

	 
	 	4.3.3	 	Requirement that specific contractor(s) or vendor(s) be
utilized.

	 
	 	4.3.4	 	Work related to systems owned and operated by utility
companies.

	 
	 	4.3.5	 	Asphalt removal, repair or paving (except repairs specifically
caused by the Lessee during the restoration project).

	 
	 	4.3.6	 	Property upgrades unrelated to the specific restoration work
described.