Exhibit 10.19


 


LEASE


 


This LEASE, entered into at Valley View, Ohio this 2nd
day of June, 2005, between THREE CLOVERLEAF PARKWAY, INC., an Ohio corporation,
which together with its successors and assigns is hereinafter called LESSOR,
and whose address is 5480 Cloverleaf Parkway, Suite #3, Valley View, Ohio
44125-4804, and LDS TEST AND MEASUREMENT LLC, a Delaware limited liability
company, which together with its permitted successors and assigns is
hereinafter called LESSEE, and whose address is 8551 Research Way, Middleton,
Wisconsin 53562.


 


ARTICLE I

PREMISES LEASED


 


Upon the terms, covenants and conditions set forth
herein, LESSOR does hereby let and lease unto LESSEE and LESSEE does hereby
hire and lease from LESSOR the following described premises:


 


The existing one-story warehouse and office building,
at 5525 Cloverleaf Parkway, Valley View, Ohio 44125, consisting of
approximately Fifteen Thousand (15,000) square feet comprised of approximately
Nine Thousand Two Hundred (9,200) square feet of existing office space and
approximately Five Thousand Eight Hundred (5,800) square feet of warehouse
space, including forty eight (48) parking spaces (the “Premises”) as such
Premises are described in Exhibit A attached hereto.


 


ARTICLE II

USE OF PREMISES


 


The Premises are, and shall be permitted to be used
and occupied for, general office space, warehouse and light
manufacturing/assembly purposes only.  To
the best of LESSOR’S knowledge: the Premises were constructed in accordance
with the zoning ordinances of the municipality in which the Premises are
located and no variance, conditional use or other similar permission shall be
necessary for LESSEE to use and occupy the Premises for its permitted use.


 


LESSEE agrees that only vehicles related to LESSEE’S
business may be parked on the Premises.  By
way of example, but not limitation, recreational vehicles are prohibited from
parking on the Premises.


 


Any rubbish container must be placed in the dock area
or inside the warehouse.  There is no
outside storage.


 


ARTICLE III

TERM OF LEASE


 


A.            The
term of this Lease shall be for a period of five (5) years and three (3) months
(63 months) commencing the 1st day of June, 2005 (“Commencement Date”) and
ending on the 31st day of August, 2010 (the “Expiration Date”).


 

















 


B.            LESSEE
must notify LESSOR in writing six (6) months prior to expiration of this Lease
of LESSEE’S intentions to either (i) to vacate the Premises at the expiration
of this Lease or (ii) request a new lease or extension hereof, upon such terms
and conditions as the parties may mutually agree, if any.


 


ARTICLE IV

RENTAL


 


A.            LESSEE
covenants and agrees to pay to the LESSOR as rent for the Premises during the
term hereof the sum of (i) THREE HUNDRED SEVENTY-EIGHT THOUSAND SEVEN HUNDRED
AND FIFTY DOLLARS AND NO CENTS ($378,750.00) payable as follows: (x) for the
period of June 1, 2005 through August 31, 2005, no base rent; (y) for the
period of September 1, 2005 through August 31, 2007, in twenty-four (24) equal
monthly installments of FIVE THOUSAND NINE HUNDRED THIRTY-SEVEN DOLLARS AND
FIFTY CENTS ($5,937.50); (z) for the period September 1, 2007 through August
31, 2010, in thirty-six (36) equal monthly installments of SIX TIIOUSAND FIVE
HUNDRED SIXTY-TWO DOLLARS AND NO CENTS ($6,562.00) on or before the first day
of each and every month in advance at 5480-3 Cloverleaf Parkway, Valley View,
Ohio 44125-4804, or such other address as LESSOR shall designate in writing
from time to time; and (ii) all additional sums, charges, or amounts of
whatever nature to be paid by LESSEE to LESSOR in accordance with the terms and
provisions of this Lease, whether or not such sums or charges or amounts are
referred to as additional rent.  A late
fee of five percent (5%) of the amount unpaid shall be assessed and paid by
LESSEE if any rental payment is not received on or before the tenth (10th) of
the month such payment is due.


 


B.            LESSEE
will deposit with LESSOR, at the time the Lease is executed by LESSEE, a
security deposit equal to one (1) months’ rent ($6,562.00), plus the first
month’s rent ($5,937.00).  LESSOR shall
repay to LESSEE the security deposit without interest thereon or any balance
thereof within thirty (30) days after expiration of the term of this Lease
provided LESSEE is not in default in any of the terms and conditions of this
Lease.  In addition, LESSEE shall deliver
an Unconditional Guaranty of Payment and Performance (“Guaranty”) executed by
LESSEE’S parent corporation, SPX Corporation, in the form attached as Exhibit
B.


 


ARTICLE V

REAL ESTATE TAXES


 


A.            During
the term of this Lease, LESSEE shall pay to LESSOR one hundred percent (100%)
of all general real estate taxes, and all special assessments (including
expenses incurred in disputing or contesting the amount thereof) pertaining to
street, sewer, water, light and other improvements or a similar character which
may now or hereafter be assessed against the Premises and appear on the tax
bill pertaining thereto, commencing with the tax duplicate which is in effect
as of the date of commencement of the term of this Lease.  That is, LESSEE’S obligation to pay general
real estate taxes hereunder shall commence with respect to the tax duplicate
and bill issued for the first half of 2005, provided however, that LESSEE’S
liability for such taxes for the last year of the term of this Lease shall be
for the first half of 2010, provided, however, that in no event shall LESSEE’S
obligation exceed that portion of any assessment attributable to the time
during which LESSEE occupies the Premises. 
LESSEE shall pay to 


 


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LESSOR as additional rent its proportionate share of
such taxes and assessments upon receipt of LESSOR’S invoice which shall contain
proof of charges.


 


Should any tax and/or assessment be assessed, or
imposed (other than on income or franchise tax) upon the rentals payable
hereunder or on the privilege of renting or leasing real property, either by
way of substitution for the taxes and assessments levied against the property
or in addition thereto, such tax and/or assessment shall constitute a tax or
assessment for the purposes of this Article V.


 


ARTICLE VI

ASSIGNMENT OR SUBLETTING


 


LESSEE shall not sublet the Premises or any part
thereof, or assign, sell, mortgage, pledge or in any manner transfer this Lease
or any interest therein without, in each case, first obtaining the prior
written consent of LESSOR.  Such consent
shall not be withheld by LESSOR if (i) the proposed assignee or sublessee is,
in LESSOR’S sole judgment, of sufficient financial strength and responsibility
to adequately assume all obligations set forth herein; (ii) LESSEE remains
primarily liable to LESSOR for all obligations, including payment, under this
Lease; (iii) the proposed
assignee or sublessee shall comply with all provisions or this Lease, including,
without limitation, that the use of the Premises will be permitted hereunder
and (iv) LESSOR shall be entitled to receive and retain all of any excess
amounts paid by such assignee or sublessee over and above the rental amount to
be paid by LESSEE to LESSOR under this Lease. If LESSEE wishes to assign or
sublet, it shall promptly provide written notice of same to LESSOR, the name of
the proposed assignee or sublease, information regarding LESSEE’S use of the
Premises, the amounts to be paid by such proposed assignee or sublessee and any
agreements relative thereto, and such financial information regarding the
proposed assignee or sublessee as LESSOR shall require.  LESSOR shall respond to LESSEE within thirty
(30) days following receipt of all of LESSEE’S information.  In addition, LESSEE may assign this Lease or
sublet the Premises in whole without LESSOR’S consent but following written
notice to LESSOR to any affiliate of LESSEE. 
For purposes hereof, an affiliate shall mean the parent or subsidiary of
LESSEE or an entity under common control as LESSEE.  Further, LESSEE may assign or sublet the
Premises in whole to an entity that acquires LESSEE or all or substantially all
of the assets of LESSEE with the prior written consent of LESSOR, which consent
shall not be unreasonably withheld or delayed. 
In any such event, LESSEE shall remain primarily liable to LESSOR for
all obligations, including payment, under the Lease, and the Guaranty shall
remain in full force and effect.


 


ARTICLE VII

REPAIRS BY LESSEE AND LESSOR


 


LESSEE agrees to maintain and keep in proper repair
the interior of said Premises, including the replacement of any broken plate
glass and any repair of the heating and air conditioning and ventilating
systems and doors, windows, and all utilities and service lines, pipes and
conduits up to the point at which they leave the demised Premises.  LESSOR agrees to maintain and keep in proper repair the roof
and building structure of the leased Premises during the term of this Lease.  LESSEE agrees to maintain the interior and
exterior walls, parking lot surface, yard improvements and plantings.


 


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Lessee shall be responsible for maintaining a
preventative maintenance agreement on all the HVAC equipment in the Premises
during the lease term.  So long as Lessee
has maintained a preventative maintenance agreement and has not been negligent
in the operation of the equipment, then Lessee shall have a cap not to exceed a
cumulative total of Two Thousand Four Hundred Dollars ($2,400) for any repairs,
maintenance or replacement with respect to the HVAC equipment, excluding the
cost of the preventative maintenance agreement.


 


ARTICLE VIII

ALTERATIONS


 


A.            LESSEE
at LESSEE’S cost and expense, may make changes and alterations to the interior
of the Premises, and shall secure or cooperate in securing necessary permits
and authority.  LESSEE shall promptly pay
all charges associated with such work and shall not permit any mechanics or
other liens to be filed against the property for work or material furnished
LESSEE.  Any such changes and alterations
must have the prior written consent of LESSOR which consent shall not be
unreasonably withheld or delayed.  LESSEE
may not remove any fixtures or equipment furnished by LESSEE which, upon
removal, would cause damage to the Premises.


 


B.            LESSOR
shall do the following work on the Premises on a schedule reasonably satisfactory
to LESSEE:


 


a.             Ensure
all electrical, plumbing, HVAC and loading doors are in good working order upon
occupancy.


 


b.             Replace
any burned out light bulbs and/or ballasts in the office and warehouse
fixtures.


 


c.             Ensure
building meets all applicable building codes. 
(Lessee shall be responsible for meeting all codes as it pertains to
Lessee’s use).


 


d.             Replace
any damaged or missing ceiling tiles.


 


e.             Professionally
clean all carpet areas.


 


f.              Repaint
drywall partitions as deemed necessary by mutual agreement of Lessor and
Lessee.


 


g.             Install
double doors to warehouse.


 


h.             General
clean up after construction.


 


i.              LESSEE shall deliver
to LESSOR, prior to the Commencement Date, a Certificate of Occupancy or
similar certificate issued by the appropriate municipal official having jurisdiction evidencing the proper completion
of the foregoing work and authorizing the lawful occupancy by LESSEE of the
Premises.


 


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ARTICLE IX

UTILITIES


 


LESSEE covenants and agrees to pay promptly when due
one hundred percent (100%) of all water and sewer charges, and all of the charges
for electricity and gas heat consumed in connection with said building.  The electricity and gas heat are metered
separately.


 


ARTICLE X

INSURANCE


 


A.            LESSOR
agrees to procure and maintain during the term of this Lease, fire and extended
coverage insurance and all risk insurance covering the building in the amount
of EIGHT HUNDRED SIXTY TWO THOUSAND FIVE HUNDRED DOLLARS ($862,500.00), without
a deductible applying, or the full replacement cost of the Building, whichever shall
be greater, at the commencement of the term hereof.  LESSEE agrees to pay to LESSOR one hundred
percent (100%) of the premium cost for fire and extended coverage insurance
upon receipt of LESSOR’S invoice which shall contain proof of such costs.  LESSOR may increase the amount thereof only
if an appraisal made at the instance of LESSOR indicates the need for
additional insurance, and LESSEE shall pay the cost thereof.


 


B.            LESSEE
agrees to obtain, pay for and maintain at all times during the term of this Lease
comprehensive and general liability insurance with an insurance company and in
a form satisfactory to LESSOR, with coverage limits in an amount not less than
One Million Dollars and no/cents ($1,000,000.00) per accident or per occurrence
and applicable whether to bodily injury or personal injury and property damage,
and to furnish evidence thereof to LESSOR prior to the commencement of the term
hereof.  LESSOR shall be named as an
additional insured on such policy.  Said
insurance policy shall provide LESSOR with no less than thirty (30) days prior
written notice of cancellation in the event of cancellation by the insurance
company.  Such insurance shall, in
accordance with the conditions of the policy, waive any and all rights of
recovery against LESSOR for any loss resulting under such insurance, and LESSEE
specifically waives all rights of subrogation against LESSOR for any such loss.  LESSOR hereby releases and waives all right
of subrogation against LESSEE in accordance with any provision for such waiver
contained in any policy of fire and extended coverage purchased or otherwise in
favor of the LESSOR in connection with the Premises.


 


ARTICLE XI

HOLD HARMLESS


 


LESSEE shall assume, pay for and at all times
indemnify, protect and hold harmless LESSOR from any and all claims, loss,
damage, liability and expense for injury to persons (including loss of life) or
property of others, resulting from or arising out of the use and occupancy by
LESSEE of the Premises or resulting from any tortious or negligent act or omission of LESSEE or its agents,
contractors, invitees, customers or employees on, in or about the Premises.  LESSEE shall pay LESSOR’S reasonable
attorneys’ fees incurred to defend LESSOR against any such claim, loss, damage or
legal proceeding brought against the LESSOR, and be responsible for all costs
and expenses incidental thereto.  In any
such instance, the attorneys selected and the defenses pursued shall be at the
sole discretion of LESSOR.


 


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ARTICLE XII

DAMAGE OR DESTRUCTION


 


In the event the Premises shall be partially or
totally damaged or destroyed by fire or other casualty so as to become
partially or totally untenantable during the term of this Lease, the same shall
be rebuilt or repaired as promptly as possible at the expense of LESSOR unless
such damage shall be substantial or total (i.e., rendering the Premises
untenantable by LESSEE), in which event LESSOR may elect not to rebuild or
repair.  LESSOR shall notify LESSEE, in
writing, of its election to, or not to, rebuild within sixty (60) days of such
damage or destruction.  If LESSOR elects
not to rebuild, then this Lease shall terminate as of the date of such damage
or destruction.


 


If, from the date of the destruction or damage to the
date of substantial completion of the rebuilding or repairing, LESSEE is
deprived of the occupancy of all of the Premises, then the rent shall abate for
the entire period of such deprivation, and if LESSEE is deprived of the
occupancy of only a portion of the Premises, LESSEE shall be entitled to a
reduction of the rental for the period of such deprivation of an amount
proportionate to the space of which LESSEE is deprived.  If the damage to the Premises is such that
the LESSEE is unable to conduct any of its business therein, then it shall be
deemed that the LESSEE is deprived of the occupancy of the entire Premises.  Notwithstanding the foregoing, in the event
the Premises are substantially or entirely damaged by casualty and either such
restoration cannot be completed within six months following the date of
casualty or such damage shall occur during the last year of the term of this
Lease, LESSEE shall have the right to terminate this Lease upon thirty (30)
days written notice to LESSOR.


 


ARTICLE XIII

SAFE AND LAWFUL USE OF PREMISES


 


LESSEE covenants and agrees to use and occupy the
Premises in a careful, safe and proper manner and to comply at all times with
all applicable laws, rules, ordinances, regulations, orders, permits or
requirements of all governmental authorities as to the use, occupancy, repair
and maintenance thereof (except such matters as are LESSOR’S responsibility
hereunder) and all policies of insurance of whatsoever nature maintained
pursuant to this Lease.  LESSEE will not
permit the Premises to be used for any unlawful purpose nor will LESSEE allow
any sign or placard posted thereon except by the written consent .of LESSOR.  LESSEE shall not vacate the Premises during
the term hereof; in the event that LESSEE so vacates the Premises, it will pay
any insurance premiums resulting therefrom.


 


LESSEE covenants and agrees to keep and maintain the
Premises, in compliance with and not cause or permit the Premises to be in
violation of any Federal, state or local laws, ordinances or regulations relating to
industrial hygiene or to environmental conditions thereon (including but not
limited to hazardous materials laws) by reason of any use or activity
undertaken by LESSEE at the Premises.  Neither
LESSEE nor any of LESSEE’S employees, agents, contractors and/or subcontractors
shall use, generate, manufacture, store or dispose of upon the Premises any
radioactive materials, hazardous wastes, toxic substances or related materials
defined as “hazardous” under any applicable federal, state or local laws,
ordinances or regulations relating to hazardous materials provided, however,
that with the prior written consent 


 


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of
LESSOR, “hazardous” materials may be stored, transported and used at the
Premises strictly in accordance with all laws, rules and regulations applicable
thereto.  LESSEE shall indemnify and hold
LESSOR harmless from and against any loss, damage, cost, expense or liability
of any kind as a result of LESSEE’S breach of this Article XIII, including
attorneys’ fees and costs and expenses.  To
the best of LESSOR’S knowledge, the Premises are free from any “hazardous”
materials at the commencement of this Lease.


 


LESSOR shall indemnify, defend, protect and hold harmless
LESSEE from any claims due solely to the presence of hazardous materials at the
Premises on or before the Commencement Date.


 


On or before the Commencement Date, LESSEE, at LESSEE’S
sole cost and expense, shall have the right to conduct a Phase I Environmental
Audit on the Premises.  LESSEE shall
provide LESSOR with a copy of the Phase I Environmental Audit when completed.


 


If the Phase I Environmental Audit discloses areas of
environmental concern, then LESSEE’S sole and exclusive remedy is to terminate
this Lease with written notice to LESSOR.


 


ARTICLE XIV

NO LIABILITY OF LESSOR FOR DAMAGE


 


LESSOR shall not be liable to LESSEE or any other
party for any damage occasioned by failure to keep the Premises in repair, or
for any damage thereto, including but not limited to, damage done by plumbing,
gas, water, steam or pipes, or sewage or the bursting, leaking or running of
any cistern, tank, washstand, water closet, or waste pipe in, above, upon or
about the Premises, nor for any damage occasioned by water, snow or ice being
upon or coming through the Premises in any manner whatsoever, unless the same
arise by reason of the gross negligence or willful misconduct of LESSOR.


 


LESSOR warrants there are no known damages to the
Premises from any of the above as of the date hereof.


 


ARTICLE XV

SURRENDER OF PREMISES


 


LESSEE agrees to deliver up and surrender to LESSOR
the possession of the Premises hereby leased, upon expiration or termination of
this Lease, in as good condition and repair as the same shall be at the
commencement of the term hereof, ordinary wear and tear excepted.  Upon expiration or termination of this Lease, LESSEE shall not remove
any fixtures or equipment installed which, upon removal, would cause damage to
the Premises.


 


ARTICLE XVI

HOLDING OVER


 


If LESSEE remains in possession of all or any part of
the Premises after the expiration of the term of this Lease without the
execution of a new lease, LESSEE shall be deemed to be occupying the Premises
as a tenant at will, on a month to month basis subject to all of the terms and
provisions hereof, except those relating to term and except that the rental
shall be one 


 


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hundred and twenty-five
percent (125%) of the amount payable during the last month of the Lease term.  Said tenancy may be terminated by LESSOR or
LESSEE by giving written notice to the other at any time.


 


If LESSEE continues to holdover after LESSOR has given
written notice to vacate, without limiting any rights and remedies LESSOR may
have at law or in equity, LESSOR may terminate LESSEE’S possession of the
Premises by any lawful means, including right of reentry, and recover all
expenses and damages suffered as a result of LESSEE’S failure to vacate the
Premises as required hereunder.


 


ARTICLE XVII

BANKRUPTCY


 


If LESSEE has a petition in bankruptcy filed against
it, voluntarily or involuntarily, or is declared insolvent according to law, or
if a receiver or other officer shall be appointed to take charge of the whole
or any part of its property for the purpose of winding up the affairs of LESSEE,
and such proceedings not be released within sixty (60) days, or if LESSEE shall
make an assignment for the benefit of creditors, then any such event shall be a
default by LESSEE hereunder, and in addition to any other rights or remedies
available to LESSOR at law or in equity, LESSOR, at its option, may terminate
LESSEE’S right to possession or terminate this Lease.  Upon such termination there shall become due
and payable as liquidated damages for LESSEE’S default under the Lease all rent
and other obligations required to be paid by LESSEE during the entire term
hereof and all costs and damages incurred by LESSOR by reason of LESSEE’S
default, including but not limited to, the costs of recovering possession of
the Premises, expenses of reletting, including necessary renovation and
alteration of the Premises, attorneys’ fees and costs and any real estate
commission actually paid.


 


ARTICLE XVIII

DEFAULT


 


A.            If LESSEE shall
default at any time in the payment of any rent, taxes and/or charges or
utilities when due to LESSOR or to the appropriate party as herein provided and
if such default continues for a period of five (5) days after written notice by
LESSOR to LESSEE, or if default shall be made in any of the other covenants,
provisions, and conditions to be kept, observed and performed by LESSEE under
this Lease, and if within ten (10) days after written notice of such default by
LESSOR to LESSEE, LESSEE shall not have cured or commenced with due diligence to cure said default, then
LESSOR may, in addition to all other remedies now or hereafter provided by law
or in equity, at any time thereafter at LESSOR’S option terminate LESSEE’S
right to possession or declare the term of this Lease ended by giving LESSEE
written notice of such termination.  LESSOR
may also, at its option, elect to take possession of the Premises and may rent
the same at a rental reasonably obtainable. 
LESSOR agrees to use reasonable measures to attempt to mitigate its
damages hereunder, provided however, that LESSOR shall not be required to
expend any funds to do so.  In the event
of any such default, there shall become immediately due and payable as
liquidated damages for LESSEE’S default under the Lease all rent and other
obligations required to be paid by LESSEE during the entire term hereof the
entire amount of rent payable hereunder for the remainder of the entire term
plus the amount of other charges which LESSEE has herein contracted and agreed
to pay, do, and 


 


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perform, and all costs and
damages incurred by LESSOR by reason of LESSEE’S default, including but not
limited to, the costs of recovering possession of the Premises, expenses of
reletting, including necessary renovation and alteration of the Premises,
attorneys’ fees and costs and any real estate commission actually paid less the
net amount received for the reletting, if any. 
It is understood that LESSOR’S remedies under this Lease are cumulative
and the exercise of and remedy does not preclude the exercise of one or more other
remedies.


 


B.            In
case of LESSOR’S termination of this Lease due to LESSEE’S default by reason of
LESSEE’S vacation of the Premises, LESSEE hereby grants to LESSOR the full and
free license to enter into and upon the Premises with or without process of law
and to reenter and repossess the Premises and to expel or remove LESSEE or other
occupant of the Premises and any and all personal property and/or fixtures
therefrom without being deemed in any manner guilty of trespassing, conversion,
eviction or forceable entry or detainer.


 


C.            Unless
LESSEE redeems its personal property and or fixtures within thirty (30) days
thereafter, LESSEE shall have been deemed to have abandoned said property and/or
fixtures and LESSOR may sell such property at private or public sale and apply
the proceeds thereof to any rents and costs due LESSOR.


 


D.            Institution
of eviction or ejectment action to reenter the Premises shall not be construed
to be an election by LESSOR to terminate the Lease.  In addition, the termination of this Lease or
the recovery or possession of the Premises or the institution of any legal
action or the obtaining of a judgment shall not relieve LESSEE of its
obligations to pay all rentals, additional rent and any other sums due under
this Lease and to perform all of LESSEE’S obligations hereunder.  The waiver of any breach or default by LESSEE
under this Lease shall not be deemed a waiver by LESSOR of any succeeding
breach or default by LESSEE under this Lease.


 


ARTICLE XIX

LESSOR MAY CURE LESSEE’S DEFAULT


 


If default shall be made by LESSEE in the performance
of or compliance with any of the covenants, provisions or conditions of this
Lease (other than the payment of any rent, taxes or other additional rent
and/or utilities) and said default shall have continued for ten (10) days after
written notice thereof from LESSOR to LESSEE, LESSOR, in addition to all other
remedies now and
hereafter provided by law and in equity, may, at its election, upon further
notice to LESSEE, perform such provisions, covenants or conditions for or on
behalf of LESSEE, or otherwise cure any such default.  In such event, LESSEE shall pay to LESSOR
immediately any amounts which LESSOR may advance pursuant hereto.


 


ARTICLE XX

ENJOYMENT OF POSSESSION


 


LESSOR warrants that it has legal title to the
Premises and that it will defend LESSEE in the enjoyment and peaceable
possession of the Premises during the term aforesaid, if LESSEE shall
faithfully and punctually perform all and singular the covenants herein agreed
to be performed on the part of LESSEE.


 


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ARTICLE XXI

SUBORDINATION OF LEASE


 


LESSOR reserves the right to subject and subordinate
this Lease at all times to the lien of any mortgage or mortgages now or
hereafter placed upon LESSOR’S interest in the Premises or any mortgages
replacing same provided, however, that LESSOR shall assure that such mortgagee
shall not disturb LESSEE in its occupancy and rights hereunder and the same
shall not in any manner be affected as long as LESSEE shall comply fully with
its obligations pursuant to this Lease.


 


LESSOR shall obtain for the benefit of LESSEE a
subordination, non-disturbance and attornment agreement from the holder of any
mortgage or ground lease now affecting the Premises.


 


ARTICLE XXII

LESSEE’S EQUIPMENT


 


LESSEE may install and operate machinery and other
mechanical equipment as long as same shall not exceed limits of design of the
building, and if in so doing, LESSEE complies with all laws, rules and
ordinances relating thereto.  Subject to
the other provisions of this Lease, including, without limitation, Article XVIII(B)
hereof, LESSEE shall have the right to remove such machinery and equipment,
appurtenances or other property heretofore or hereafter furnished or installed
by LESSEE, it being expressly understood and agreed that said property shall
not become part of the Premises but shall be and remain the property of LESSEE.  Should LESSEE cause any damage by removal of
such machinery and equipment or if LESSOR is required to remove such machinery
and equipment, LESSEE shall be solely responsible for the prompt repair of all
such damages at its cost.


 


LESSOR hereby waives any common law or statutory lien
it may have or be entitled to assert with respect to any personal property of LESSEE
now or hereafter located or installed at the Premises.  Upon request from time to time, LESSOR agrees
to provide confirmation of such waiver for the benefit of LESSEE’S vendors and
equipment lenders.


 


ARTICLE XXIII

RIGHT OF ACCESS


 


LESSOR shall have the right to enter the Premises for the
purpose of making repairs, alterations or improvements to the Premises or the
building in which the Premises are situated, or for any other purpose related
to the safety, protection or improvement of the Premises or the building or,
during the last six (6) months of the term of the Lease to show the Premises to
prospective tenants or agents, it being understood and agreed that LESSOR upon
entering the Premises shall do so with the least amount of inconvenience to or disturbance
of the business of LESSEE.


 


Any such access by LESSOR shall be following
twenty-four (24) hour advance notice to LESSEE unless access is required for an
emergency.


 


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ARTICLE XXIV

SIGN


 


LESSEE, at LESSEE’S cost and expense, may provide its
own plastic pan formed and embossed sign faces for the existing electric sign
on the lawn in front of the Premises.  No
other signage shall be permitted.


 


ARTICLE XXV

ACCEPTANCE


 


This instrument shall merge all undertakings between
the parties hereto with respect to the Premises and shall constitute the entire
Lease agreement unless otherwise hereinafter modified by both parties in
writing.  This Lease may not be changed
or modified orally, but only by written agreement signed by the party against
whom enforcement or the change or modification is sought LESSEE specifically
acknowledges that LESSOR has made no promise, statement, representation or
warranty, express or implied or oral or otherwise, it being understood that
this Lease represents the full and complete understanding of the parties with
respect thereto.  This Lease shall be
binding upon and shall inure to the benefit of the parties and their permitted
successors and assigns.


 


ARTICLE XXVI

SHORT FORM


 


This Lease shall not be recorded, but a memorandum of
lease describing the property herein demised, the term of the Lease,
identifying the mortgage subordination clause, and referring to this Lease as
provided by statute, may be recorded by either party, at the recording party’s
expense.


 


ARTICLE XXVII

EMINENT DOMAIN


 


It is agreed that if the Premises shall be taken in
appropriation proceedings or by any right of eminent domain, this Lease shall
terminate effective upon the date when possession thereon is required for the
public use.  LESSOR shall be entitled to
any and all awards from such taking or appropriation and such taking shall not
operate as or be deemed an eviction of the LESSEE, or a breach of LESSOR’S
covenant of quiet enjoyment, but LESSEE shall pay all rent due and perform and
observe all other covenants hereof up to the date when possession is required
for public use.  Further, in such event,
LESSEE shall have the right to assert a claim against the condemning authority
for LESSEE’S actual relocation expense.


 


ARTICLE XXVIII

ESTOPPEL CERTIFICATE


 


LESSEE shall execute promptly, upon LESSOR’S request,
any estoppel certificate which may be required by LESSOR in connection with any
financing of the property and the Premises. 
Upon LESSEE’S request, LESSOR shall furnish LESSEE with an executed
estoppel certificate in connection with any financing by LESSEE.


 


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ARTICLE XXIX

NOTICES


 


Notices provided for under this Lease from either
party to the other shall be in writing and until further notice shall be sent
by certified mail or registered mail return receipt required or by reputable
overnight delivery service where a receipt is issued, to LESSEE, Attention:  Robert Dakes, Vice President Operations-Life
Science, LDS Test and Measurement LLC, 8551 Research Way, Middleton, Wisconsin
53562, with a required copy to Kevin L. Lilly, Esquire, Group General Counsel,
One Centennial Square, Haddonfield, New Jersey 08033, and shall be sent to
LESSOR, Attention:  Three Cloverleaf
Parkway, Inc. 5480 Cloverleaf Parkway, Suite #3, Valley View, Ohio 44125-4804.


 


ARTICLE XXX

LESSOR’S TRANSFER


 


LESSOR shall have the right to transfer, assign and
convey, in whole or in part, the building and any and all of its rights under
this Lease, and in the event LESSOR assigns its rights under this Lease and
such assignee shall assume in writing all of the obligations of LESSOR
hereunder, LESSOR shall be released from any further obligations hereunder
arising or occurring on or after the date of such transfer, and LESSEE agrees
to look solely to such successor in interest of LESSOR for performance of such
obligations.


 


ARTICLE XXXI

GENERAL


 


This Lease shall be governed by and construed in
accordance with the laws of the State of Ohio. 
Each individual executing this Lease on behalf of LESSEE represents and
warrants that he/she is duly authorized to execute this Lease on behalf of said
entity.  LESSEE shall, at the time of
execution, deliver to LESSOR evidence of such authority satisfactory to LESSOR.  If LESSOR shall fail to perform any covenant,
term or condition contained herein and for which the LESSOR is obligated to
perform and as a consequence of such default, LESSEE shall recover a money
judgment against LESSOR, such judgment shall be satisfied either out of the
proceeds of sale received upon execution of such judgment and levy thereon
against the right, title and interest of LESSOR in the Building as the same may
then be encumbered and in no event whatsoever shall LESSOR be personally liable
for such deficiency, or any part thereof. 
LESSOR and LESSEE represent and warrant to each other that no real
estate broker or agent has been involved in connection with this lease and that
no commissions or fees are due and owing to any real estate broker or agent in
connection therewith.  Each party shall
indemnify and hold the other party harmless from any such brokerage claims
asserted against a party as a result of such party’s acts.


 


ARTICLE XXXII

TELECOMMUNICATIONS EQUIPMENT


 


LESSEE may install and maintain throughout the term
rooftop communications devices, (which may include a transmitter, dish or other
antenna and other communications, fixtures or devices) for receiving or
transmitting voice, video or data, together with all wiring, equipment, 


 


12

















 


and facilities reasonably
necessary to make this system functional in the Premises.  Any such installation shall be at LESSEE’S
sole cost and expense and installed in conjunction with plans and specifications
reasonable satisfactory to LESSOR.  If
requested by LESSOR, LESSEE shall remove such Equipment at the end of the term
of this Lease and repair and restore the Premises (including the roof) to the
condition existing prior to the commencement of the Lease.


 


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IN WITNESS WHEREOF, the parties have caused this
instrument to be executed in duplicate by their officers duly authorized as of
the first date mentioned.


 


	
  IN THE PRESENCE OF:

  	
  LESSOR:

  
	
   

  	
   

  
	
   

  	
  THREE CLOVERLEAF PARKWAY, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
        /s/

  	
   

  
	
   

  	
   

  	
  Joseph C. Lombardo, President

  
	
   

  	
   

  	
   

  	
   

  
	
    Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LESSEE:

  
	
   

  	
   

  
	
   

  	
  LDS TEST AND MEASUREMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/ Chris Williams

  	
   

  
	
   

  	
   

  	
  Chris Williams, President

  
	
   

  	
   

  	
   

  	
   

  
	
    Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Notary Blocks]

  	
   

  	
   

  
						



 


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EXHIBIT A 



THE
PREMISES


 


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EXHIBIT B



UNCONDITIONAL GUARANTY OF PAYMENT 

AND PERFORMANCE BY SPX CORPORATION


 


16

















 


UNCONDITIONAL GUARANTY OF PAYMENT
AND PERFORMANCE


 


For valuable consideration the receipt of which is
hereby acknowledged, and for the purpose of inducing THREE CLOVERLEAF PARKWAY,
INC., an Ohio corporation, with offices at 5480 Cloverleaf Parkway, Suite 3,
Valley View, Ohio 44125 (hereinafter referred to as the “Lessor”) to enter into
a Lease dated June 2, 2005 with LDS Test and Measurement LLC (the “Lessee”)
(the “Lease”) the undersigned, SPX Corporation (hereinafter referred to as “Guarantor”),
for itself, its successors and assigns, hereby unconditionally and absolutely
guarantees to Lessor, its successors and assigns, the faithful, punctual, and
complete performance of any and all obligations, and the full and prompt
payment, whether at maturity or by acceleration or otherwise, of any and all
payment and performance obligation of Lessee under the Lease (hereinafter
collectively referred to as “Obligation” or “Obligations”), Guarantor agrees
that if any such Obligations shall not be performed or paid by Lessee in
accordance with the terms of the Lease, Guarantor shall immediately so perform
or pay and such Obligations and they shall become the direct and primary
obligation of Guarantor.  Prior to any
enforcement by Lessor of its rights under this Unconditional Guaranty, Lessor
shall provide written notice to Guarantor of any default under the Lease by
Lessee, at the same time of any such notice by Lessor to Lessee.


 


The Obligations of Guarantor hereunder are independent
of the obligations of Lessee, and a separate action or actions may be brought
and prosecuted against the Guarantor regardless of whether any action is
brought against Lessee or whether Lessee be joined in any such action(s).  There shall be no duty or obligation of
Lessor to exhaust any remedy in law or in equity against Lessee before bringing
suit or instituting proceedings of any kind against the Guarantor.


 


The liability of Guarantor hereunder shall continue
until full performance of every Obligation and full payment of all Obligations
of Lessee now due or hereafter to become due, under the Lease and all renewals,
extensions, and modifications thereof, shall be made.


 


The Obligations of Guarantor under this Guaranty shall
not be released or impaired without the express prior written consent of Lessor.  Without limiting the generality of the
foregoing, the Obligations of Guarantor shall not be released or impaired on account
of the following events:


 


(a)           the
voluntary or involuntary liquidation, sale or other disposition of all or substantially
all of the assets of Lessee, or any receivership, insolvency, bankruptcy,
dissolution, merger, reorganization or other similar proceedings affecting
Lessee or any of its assets;


 


(b)           the
addition of a new guarantor or Guarantor, or the hypothecation, transfer or assignment,
in whole or in part, of any of Lessee’s right, title or interest in the Lease;


 


(c)           any
impairment, modification, release or limitation of liability of, or stay of
lien enforcement proceedings against Lessee, its property, or its estate in
bankruptcy or any modification, discharge or extension of the Obligations
resulting from the operation of any present or future provision of the Federal
Bankruptcy Code or any other similar federal or state statute, or from the
decision of any court, it being the intention hereof that Guarantor shall 


 


17

















 


remain liable on the
Obligations, notwithstanding any act, omission or thing which might, but for
the provisions hereof, otherwise operate as a legal or equitable discharge of
Guarantor;


 


(d)           Lessor’s
failure to use diligence in preserving the liability of any person on the Obligations,
or in bringing suit to enforce collection of the Obligations;


 


(e)           if
Lessee is not liable because the act of creating the Obligations is ultra vires
or the officers or persons creating the Obligations acted in excess of their
authority, or for any reason the Obligations cannot be enforced against Lessee;


 


(f)            any
payment by Lessee to Lessor if such payment is held to constitute a preference
under the bankruptcy laws, or if for any other reason Lessor is required to
refund such payment to Lessee or pay the amount thereof to any other party;


 


(g)           if
Guarantor is or becomes liable for any Obligations owing by Lessee to Lessor, by
endorsement or otherwise, other than under this Guaranty; or


 


(h)           if
the Lease is ever deemed invalid or unenforceable.


 


Guarantor waives:


 


(i)            notice
of acceptance of this Guaranty by Lessor;


 


(j)            notice
of presentment, nonpayment or dishonor, or protest of any of Lessee’s Obligations,
or


 


(k)           any
defense that may arise by reason of the incapacity, lack of authority, death or
disability of, or revocation hereof by, any other or others or the failure of
Lessor to file or enforce a claim against the estate (either in administration,
bankruptcy, or any other proceeding) of any other or others; and


 


Guarantor waives all relief from any and all
homestead, appraisement and exemption laws now in force or hereafter enacted.


 


Guarantor further agrees that should any payments to
Lessor on the Obligations be in whole or in part, invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy act or code, state or
federal law, common law or equitable doctrine, this Guaranty shall remain in
full force and effect (or be reinstated as the case may be) until payment in
full or any such amount, which payment shall be due on demand.


 


Guarantor agrees that this Guaranty shall inure to the
benefit of and may be enforced by Lessor or its endorsees, transferees,
successors and assigns, in and to this Lease, and shall be binding upon and
enforceable against Guarantor and Guarantor’s legal representatives, successors
and assigns.  This Guaranty may be
assigned by Lessor in whole to any successor to the Lease.


 


18

















 


All rights and remedies of Lessor are cumulative and
not alternative.  This Guaranty shall be
governed by and construed under the laws of the State of Ohio, the state in
which it is delivered and in which it is to be performed.  In addition to any other jurisdiction
determined appropriate by Lessor, Guarantor hereby consents to and by this
Guaranty submits himself to the personal jurisdiction of the Court of Common
Pleas of Cuyahoga County, Ohio and the United States District Court for the
Eastern Division of the Northern of Ohio sitting in Cleveland, Ohio the purposes of any judicial proceedings
which are instituted for the enforcement of this Guaranty.  Guarantor agrees that venue is proper in said
jurisdiction.


 


GUARANTOR (AND LESSOR BY ACCEPTANCE HEREOF) HEREBY
VOLUNTARILY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN LESSOR AND GUARANTOR ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN LESSOR AND
GUARANTOR IN CONNECTION WITH THE LEASE, OR THIS GUARANTY.  THIS PROVISION IS A MATERIAL INDUCEMENT TO
LESSOR TO ENTER INTO THE LEASE WITH LESSEE. 
IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY LESSOR’S
ABILITY TO PURSUE ITS REMEDIES CONTAINED IN THIS GUARANTY OR ANY OTHER DOCUMENT
OR AGREEMENT RELATED HERETO.


 


Should any one or more of the clauses of this Guaranty
be declared void or in violation of law, this Guaranty shall remain in effect,
exclusive of such clause or clauses.


 


This is the entire agreement, and there are no other
verbal or written agreements nor understandings affecting the terms hereof.  This Guaranty may be modified only by written
agreement executed by Guarantor and Lessor.


 


This Guaranty may be executed in a number of identical
counterparts, each of which, for all purposes is deemed an original.


 


IN WITNESS WHEREOF, Guarantor executed this instrument
as of the 2nd day of June, 2005.


 


 


	
   

  	
  SPX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
      Assistant Treasurer

  	
   

  



 


 


[Notary Block]


 


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