{"id":41684,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/40-94-acres-of-land-north-union-township-pa-lease-brier-hill.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"40-94-acres-of-land-north-union-township-pa-lease-brier-hill","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/40-94-acres-of-land-north-union-township-pa-lease-brier-hill.html","title":{"rendered":"40.94 Acres of Land (North Union Township, PA) Lease &#8211; Brier Hill Steel Co. and Harsco Corp."},"content":{"rendered":"<pre>\n\n                                     LEASE\n\n\n    THIS LEASE, made this 1st day of November, 1993, by and between Brier \nHill Steel Company, Inc., a Pennsylvania corporation having offices at P.O. \nBox 386, Route 40, Brier Hill, Pennsylvania,  15415 (hereinafter called \n'Lessor'), and Harsco Corporation, a Delaware Corporation, having offices at \n350 Poplar Church Road, Camp Hill, Pennsylvania  17011, as the lessee party \nand acting for its BMY-Combat Systems Operating Division (hereinafter called \n'Harsco').\n\n                                  WITNESSETH:\n\n    That Lessor, in consideration of the rents hereinafter covenanted to be \npaid by Harsco, and in consideration of the covenants hereinafter stipulated \nto be performed by Harsco, and in consideration of the mutual covenants and \nagreements, hereinafter mentioned, between Lessor and Harsco, does hereby \ndemise, let and lease unto Harsco all that certain real property situate in \nNorth Union Township, Fayette County, Pennsylvania, consisting of 40.94 acres \nof land and all buildings, structures and improvements located thereon, \nincluding but not limited to two (2) buildings containing 175,000 square feet \nof total manufacturing space under roof, which real property and improvements \nare more specifically identified and described on Exhibit 'A', which is \nattached to this Lease and made a part hereof (hereinafter called the \n'Premises').  The Premises are leased to Harsco together with all appurtenant \nrights and easements, including but not limited to those rights and easements \nproviding free and uninterrupted ingress and egress between the Premises and \nthe public streets, roads or highways known as PA Route No. 119 and Mt. \nBraddock Road, and those rights and easements necessary to free and \nuninterrupted provision of railroad carrier service to the Premises over and \nthrough the existing sidetrack.  The Premises also include all fixtures and \nequipment presently located at or incorporated into the buildings and \nimprovements located on the Premises.  This Lease is made upon the following \nterms, stipulations, covenants, conditions and agreements, all of which the \nparties hereto, intending to be legally bound hereby, covenant and agree to \nkeep and perform.\n\n    1.  PERSONAL PROPERTY.  This Lease and the rent payable hereunder also \ninclude the following miscellaneous items of personal property presently \nlocated at the Premises:  One self-propelled floor sweeping machine; all \nstorage racks; all office equipment and furniture; and the telephone system \nused for communication with the guard shack.\n\n    2.  TERM.  Harsco shall have and hold the Premises under this Lease, \nsubject to the conditions of this Lease, for the full term of three (3) \nyears, beginning on November 1, 1993 and ending on October 31, 1996 \n(hereinafter called the 'Term'), unless sooner terminated or extended as \nhereinafter provided.  Harsco's obligation to pay the rent shall commence on \nNovember 1, 1993.  Lessor shall deliver possession of the Premises to Harsco \non November 1, 1993.  Lessor, however, shall not be liable to Harsco for any \ninability to deliver possession to Harsco on said date if Lessor's failure to \ndeliver possession is due solely to force majeure or any other events or \ncircumstances which are not within Lessor's control and are not foreseeable \nat the time of execution of this Lease.  Such events and circumstances \nexcusing timely delivery of \n\n\n\npossession shall not include any failure by Lessor to remove any third party \nin possession of all or any portion of the Premises.\n\n    3.  USE OF PREMISES.  Harsco shall use the Premises as and for a \nmanufacturing facility for any of the industrial, related and ancillary \noperations conducted by Harsco's BMY-Combat Systems Division as part of said \nDivision's defense contracting business and related commercial manufacturing \nbusiness.  Harsco shall not use the Premises or any part thereof in any \nmanner which would (i) materially violate any applicable law or lawful \nrequirement of public authorities having jurisdiction over the Premises, or \n(ii) cause structural injury to any building on the Premises.\n\n    4.  RENT.  Harsco agrees to pay to Lessor for and during the Term, the \nsum of Eight Hundred and Forty Thousand and 00\/100 ($840,000.00) Dollars, as \nrent reserved, which rent shall be payable without demand in advance monthly \ninstallments in the amount of Twenty Three Thousand Three Hundred Thirty \nThree and 33\/100 ($23,333.33) Dollars each, on the 1st day of every month of \nthe Term, beginning on November 1, 1993.  Whenever under the terms of this \nLease any sum of money is required to be paid by Harsco in addition to such \nrent, such sum, at Lessor's option, shall be deemed additional rent and \ncollectable as such with any installment of rent thereafter falling due \nhereunder.\n\n    5.  OPTION TO RENEW.  Provided Harsco is not in default hereunder, Lessor \nhereby extends to Harsco four (4) separate options to extend and renew this \nLease for four (4) separate, additional terms of one (1) year each, at the \nidentical terms and provisions set forth herein, except that the rent shall \nbe as hereinafter set forth.  If Harsco chooses to exercise any of such \noptions, Harsco must do so by written notice given to Lessor no less than \nsixty (60) days prior to expiration of the Term or any then effective renewal \nterm of this Lease.  Subject only to the giving of timely notice to Lessor, \nHarsco shall be permitted to exercise its options at any time for any number \nof the consecutive renewal terms permitted hereunder.  For instance, Harsco \nmay deliver a notice specifically exercising both the first and second \nrenewal terms at any time on or before sixty (60) days prior to expiration of \nthe first year of the Term. Each permitted renewal term shall run from \nNovember 1 of the applicable year to October 31 of the following year.  The \nrent reserved for each one (1) year renewal term shall be and remain \nunchanged in the total amount of Three Hundred Thirty Two Thousand Five \nHundred and 00\/100 ($332,500.00) Dollars, and shall be payable without demand \nin advance, monthly installments in the amount of Twenty Seven Thousand Seven \nHundred Eight and 33\/100 ($27,708.33) Dollars each.  Such rental installments \nshall be paid on the 1st day of each and every month during any renewal term. \n References hereinafter to 'the Term' shall include, if applicable, any of \nthe renewal terms which has been exercised and obtained by Harsco under this \nparagraph.\n\n    6.  TERMINATION BY HARSCO.  At any time during the Term, Harsco shall \nhave the right to unconditionally and without specific cause or justification \nterminate this Lease.  Termination shall be effective ninety (90) days \nfollowing Harsco's notice of termination, at which time Harsco shall \nsurrender the Premises to Lessor in accordance with paragraph 28 of this \nLease.  Harsco's obligation for the payment of rent and for other \nperformances under this Lease shall terminate on such effective date, but \nnothing herein shall be deemed to relieve Harsco from \n\n                                  2\n\n\n\nthe payment of monthly rental installments or other payments falling due \nbefore the effective date of termination.  The last such monthly installment \nor other payment due Lessor hereunder, however, may be paid by Harsco on a \nper diem basis covering any period of less than one (1) full month from the \nend of the period covered by the previous installment of rent to the \neffective date of termination, or covering the portion of any statement from \nLessor for reimbursement attributable to the period of time prior to the \neffective date of termination.  Within thirty (30) days following the \neffective date of termination, Lessor shall reimburse to Harsco any amounts \npaid in advance by Harsco (such as real property taxes) which are \nattributable to periods following the effective date of termination.\n\n    7.  NET LEASE.  Lessor and Harsco intend this Lease to be net to Lessor, \nso that the monthly rent required hereunder shall be paid in full in all \nevents, without deduction for any expenses of Harsco in connection with the \nPremises, whether such expenses are to be paid by Harsco directly to third \nparties or are to be reimbursed by Harsco to Lessor, including but not \nlimited to:\n\n        (a)  Harsco's maintenance costs under paragraph 12;\n\n        (b)  Harsco's utility expenses under paragraph 14;\n\n        (c)  Harsco's insurance costs under paragraph 15; and\n\n        (d)  Harsco's real property tax reimbursement of Lessor under \n             paragraph 16.\n\n    8.  LATE CHARGES.  Harsco agrees to pay to Lessor, as additional rent, a \nlate charge equal to five (5%) percent of the amount of any installment of \nrent or any other sum payable hereunder which is not paid on the date when \ndue. Such late charge shall be deemed rent for all purposes under this Lease.\n\n    9.  PEACEFUL ENJOYMENT.  Lessor represents and warrants that Lessor holds \ngood and marketable fee simple title to the Premises, free and clear of liens \nand encumbrances and subject only to applicable zoning and land use laws and \nordinances and to easements, conditions, restrictions and reservations of \nrecord, none of which are such that shall impair use and occupancy of the \nPremises by Harsco for the purposes set forth in paragraph 3 of this Lease. \nLessor covenants that Harsco shall and may peacefully and quietly have, hold, \noccupy, possess and enjoy the Premises for the term hereinabove set forth, \nand that Lessor shall defend such possession and enjoyment by Harsco against \nall parties; provided, however, that Harsco shall pay the rent and shall \nkeep, observe and perform all of the other covenants and provisions as \nrequired in this Lease.\n\n    10. CONDITION OF PREMISES.  Except as otherwise specifically set forth in \nthis paragraph 10 and in other provisions of this Lease and subject to \nLessor's maintenance obligations under paragraph 12 of this Lease, the \nPremises are leased to Harsco by Lessor in 'as is' condition.  Lessor \nrepresents and warrants to Harsco and covenants with Harsco that the \nequipment and building or mechanical systems presently located at the \nPremises or incorporated into the improvements located at the Premises shall \nbe in good repair and operating condition at \n\n                                  3\n\n\n\nthe commencement of this Lease.  Such equipment and systems include, but are \nnot limited to:  heating, ventilating and air conditioning systems; plumbing, \nincluding drain lines; electrical service and distribution system; fire \nsprinkler system (which shall not be leaking); overhead doors and any related \ncontrol systems; cranes, including overhead cranes, with any related control \nsystems; air compressors and air lines; the oil\/water separator tank system; \nand the industrial waste water treatment system.\n\n    During the first sixty (60) days following commencement of this Lease, \nHarsco shall have the opportunity to operate and inspect all of the above \nmentioned equipment and systems, and to report any items which are not in \ngood operating condition and repair to Lessor.  Harsco shall not be limited \nto one (1) notice reporting all defective items, but may notify Lessor from \ntime to time within said sixty (60) day period of any defective items, as \nthey are discovered by Harsco.  Promptly upon receipt of any such notice or \nnotices from Harsco and no later than seventy (70) days following \ncommencement of this Lease, Lessor, shall, at Lessor's option, either (i) \nperform, at Lessor's expense, any and all repairs, maintenance and \nreplacements necessary to place the reported items in good operating \ncondition and repair, or (ii) terminate this Lease.  Lessor shall notify \nHarsco in writing of its decision within seventy (70) days following \ncommencement of this Lease.  If Lessor elects to terminate this Lease, \nHarsco, within ten (10) days following receipt of Lessor's notice electing \ntermination, may, at Harsco's option, elect to forgive Lessor's repair \nobligations under this paragraph 10 as to the item or items Lessor refuses to \nrepair.  In such case, Lessor's election to terminate this Lease shall not be \neffective, and this Lease shall continue in full force and effect.  If Lessor \nelects to terminate this Lease under this paragraph 10, Lessor shall be \nobligated to refund to Harsco, within fifteen (15) days following such \ntermination by Lessor, one hundred (100%) percent of the rent and all other \nsums paid by Harsco under this Lease for and during the period beginning at \ncommencement of this Lease and ending at termination of this Lease.\n\n    At the end of Harsco's sixty (60) day inspection period, if no notice is \nreceived by Lessor that any items are not in good operating condition and \nrepair, the taking of possession of the Premises by Harsco shall conclusively \nestablish that all equipment and systems were, at commencement of this Lease, \nin satisfactory operating condition and repair, excepting only latent defects \nwhich could not reasonably be discovered by reasonably prudent inspection \nduring such sixty (60) day period, and which Harsco can reasonably \ndemonstrate existed at commencement of this Lease.  Subject to the inspection \nrights provided in this paragraph, Harsco hereby agrees that it is entering \ninto this Lease in reliance upon its own knowledge and inspection and without \nrelying in any way upon any statement, written or verbal, of Lessor, except \nas specifically set forth in other provisions of this Lease.\n\n    11.  ADDITIONAL SECURITY FENCING.  The Premises are presently enclosed by \nperimeter chain link security fencing, except along the common boundary \nbetween the Premises and the adjoining parcel now or formerly owned by Lessor \nand now occupied by Fayette Engineering Company.  Prior to commencement of \nthis Lease, Lessor, at Lessor's expense, will install substantially similar \nchain link security fencing along the entire common boundary between the \nPremises and the said Fayette Engineering Company property, so that the \nentire perimeter of the Premises will be enclosed by security fencing.\n\n                                  4\n\n\n\n    12.  MAINTENANCE AND REPAIRS.  Lessor covenants and agrees to maintain, \nat Lessor's sole cost and expense, the exterior and major structural \ncomponents of the Premises, including but not limited to the roof systems of \nthe buildings, the exterior and\/or underground portions of the utilities \nservices to the Premises which are not the  responsibility of the Utility \nCompanies, any groundwater monitoring wells on the Premises that are required \nby law or regulation to be continuously operated or periodically tested, and \nthe portions of any improved roadways, driveways or entranceways situated on \nLessor's property but to which Harsco does not have exclusive access.  \nHowever, Harsco shall be responsible for any required repairs or maintenance \nto the above items, (i) arising out of Harsco's operations or activities \nother than normal manufacturing processes, or (ii) resulting from the \nnegligent acts or omissions of Harsco, its employees, agents or invitees.  \nHarsco covenants and agrees that Harsco will maintain and repair, at Harsco's \nsole cost and expense, the interior of the Premises, including but not \nlimited to, all doors and windows; the interior utility services of the \nPremises and any other improved roadways, driveways, entranceways and parking \nor storage areas on the premises; plumbing and drain lines; heating, air \nconditioning, ventilating and electrical systems; fire sprinkler system; \noverhead doors and related control systems; cranes, including the overhead \ncranes, and all related control systems; air compressors and air lines; the \noil\/water separator tank system; and the industrial waste water treatment \nsystem and all other items which constitute a part of the Premises that are \nnot part of the specific maintenance duties of Lessor provided herein.  \nHarsco's obligation to maintain the oil\/water separator tank system and the \nindustrial waste water treatment system shall not include the correction or \nremediation of any contamination (see paragraph 23 for definition of this \nterm) related to said items which may be discovered at any time and results \nfrom any cause other than introduction to the Premises by Harsco's own \noperations at the Premises during the Term.  Harsco shall likewise have no \nresponsibility to alter, modify, redesign or replace said items if any agency \nhaving jurisdiction over the Premises under applicable environmental laws \n(see paragraph 23 for definition of this term) shall determine, at any time, \nthat said items may not remain in operation or present at the Premises due to \nnon-compliance with any applicable environmental law, whether or not the \nfacts and circumstances representing such non-compliance existed at \ncommencement of this Lease.  Harsco shall be responsible for any snow removal \ndesired by Harsco.\n\n    Lessor represents and warrants to Harsco that Lessor has received no \nnotices from any authorities having jurisdiction over the Premises that any \nconditions exist at the Premises which represent violations of any applicable \nzoning, building and land use and safety codes, ordinances or laws, and that \nLessor has no actual knowledge that any such conditions or violations exist \nat the Premises.  Notwithstanding Harsco's maintenance obligations under this \nLease, Harsco shall have no responsibility for correction, repair or \nmodification of any such conditions or violations, whether known or unknown \nto the parties, which existed at the Premises at commencement of this Lease.\n\n    13.  IMPROVEMENTS AND ALTERATIONS BY HARSCO.  Harsco shall make no \nimprovements, additions or alterations to the Premises costing, on an \nindividual basis and not in the aggregate, in excess of Ten Thousand and \n00\/100 ($10,000.00) Dollars without Lessor's prior written approval.  \nLessor's approval shall not be unreasonably withheld, taking into account the \nuse of the Premises permitted under this Lease and taking into account \nHarsco's need to \n\n                                  5\n\n\n\nestablish physical security of its operations at the Premises at a level \ndeemed satisfactory by Harsco.  Any and all improvements, additions and \nalterations made to the Premises by Harsco during the Term (except for trade \nfixtures and equipment installed by Harsco for use in its operations) shall \nbecome part of the Premises and shall remain with the Premises at termination \nor expiration of this Lease.  Harsco shall obtain and file a waiver of liens \nexecuted by Harsco's contractor or contractors and shall submit same for \nLessor's approval prior to initiating any work at the Premises costing in \nexcess of Ten Thousand and 00\/100 ($10,000.00) Dollars.  Harsco shall pay all \nbills for any such work in full, and hereby agrees to indemnify, defend and \nsave harmless Lessor and the Premises from and against any claims in the \nnature of mechanics' liens for work performed by or at Harsco's direction.\n\n    The following improvements, additions and alterations to be performed by \nHarsco have been approved by Lessor at the time of execution of this Lease:\n\n         (a)  construction and installation of a heavy vehicle (including\n              tracked vehicles) test track, including but not limited to \n              the track itself, a test slope and a fording tank.\n\n         (b)  installation of suitable signage throughout the Premises and \n              along the highway frontage, including directional signage and \n              signage identifying occupancy of the Premises by Harsco and its \n              BMY-Combat Systems Operating Division.\n\n    14.  UTILITIES.  Harsco covenants and agrees to pay all bills which may \nbe incurred for water, sewer, electricity, refuse removal and other utilities \nconsumed by Harsco at the Premises during the Term, and Harsco does hereby \nrelease Lessor from any damage which may result by reason of failure of the \nsupply of any utility or utilities.  Should Harsco fail to pay any bills as \naforesaid, Lessor shall have the right to pay the same and any such amount \npaid by Lessor shall be chargeable by Lessor to Harsco as additional rent.\n\n    Lessor shall cause all utilities serving the Premises to be separately \nmetered for the Premises, to the exclusion of any other property or user, and \nto be billed directly to Harsco.  This shall include, but not be limited to \nwater, sewer, gas, electricity and refuse removal.  Harsco agrees to \nestablish separate accounts for such utilities.\n\n    15.  INSURANCE.  Harsco shall, at Harsco's sole cost and expense, obtain, \nmaintain and keep in full force and effect during the Term the following \ninsurance:\n\n         A.  'All risk' property insurance which shall insure the Premises \n(including any improvements made by Harsco under paragraph 13 hereof) against \nfire, storm, theft, vandalism, malicious mischief, sprinkler leakage and such \nadditional perils as are now or hereafter may be, included in a standard \nextended coverage endorsement from time to time in general use in the \nCommonwealth of Pennsylvania.  Such insurance shall name Lessor as the \nprimary insured and shall name Harsco as an additional insured, as its \ninterest may appear.  Said policy or policies shall insure the improvements \nat the Premises on a replacement cost basis for their full insurable value.  \nLosses under said policy or policies shall be payable to Lessor.  The \n\n                                    6\n\n\n\npolicy shall include an undertaking by the insurer to notify Lessor and \nHarsco in writing not less than thirty (30) days prior to any material \nchange, cancellation or other termination thereof.  Such policy shall contain \na deductible in an amount determined by Harsco in Harsco's reasonable \njudgment, which shall be subject to Lessor's reasonable approval.  At \ncommencement of this Lease,  Harsco shall deliver to Lessor a certificate of \ninsurance evidencing compliance with the requirements of this paragraph and a \ntrue, accurate and complete copy of the policy.  Harsco shall pay all of the \npremiums for such insurance, and shall submit to Lessor such proof of payment \nof the premiums as may be reasonably requested by Lessor.  At no time shall \nHarsco be required to provide insurance or any evidence of insurance or to \npay any premiums for any insurance for any period of time following the \neffective date of any termination of this Lease by Harsco, or following the \nthen effective termination or expiration date of the Term.  If requested by \nLessor, Harsco will name Lessor's first mortgagee, if any exists at \ncommencement of this Lease or at any subsequent time, as a loss payee on such \npolicy of all risk property insurance, under a standard mortgagee clause and \nas such mortgagee's interest shall appear.  Without incurring any additional \ninsurance obligation whatsoever to Lessor, Harsco shall maintain all risk \nproperty insurance acceptable to Harsco on its personal property and any \nproperty of others in its care, custody and control, and shall insure its \nbusiness interruption exposures at the Premises.  No party other than Harsco \nshall have any interest in or standing under such personal property and \nbusiness interruption insurance, whether or not such insurance is carried or \nprovided under the same policy to be provided by Harsco insuring the Premises.\n\n         B.  Comprehensive general liability insurance coverage to include \npersonal injury, broad form property damage, operations hazard and any \nadditional coverages desired by Harsco, naming Harsco as the insured and \nLessor as an additional insured, in an amount per occurrence of not less than \nOne Million and 00\/100 ($1,000,000.00) Dollars combined single limit, bodily \ninjury and property damage coverage.  At commencement of this Lease, Harsco \nshall deliver to Lessor a certificate evidencing the maintenance of such \nliability insurance, which certificate shall include an undertaking by the \ninsurer to notify Lessor and Harsco in writing not less than thirty (30) days \nprior to any material change, cancellation or other termination thereof.  \nHarsco may obtain any of the insurance required of Harsco with a deductible \nor retention deemed reasonable by Harsco.\n\n         C.  Worker's compensation insurance in form and in an amount as \nrequired by the law of the Commonwealth of Pennsylvania, or alternatively, a \nself insurance program selected and maintained by Harsco in compliance with \nPennsylvania law.\n\n    All insurance policies required pursuant to this paragraph 15 shall be \ntaken out with insurers rated B+ or better by A. M. Best Company, of Oldwick, \nNew Jersey, and who are licensed to do business in the Commonwealth of \nPennsylvania.\n\n    In the event Harsco fails to provide any of the insurance Harsco is \nrequired to provide Lessor under this paragraph 15, this shall constitute a \ndefault under this Lease and shall entitle Lessor to the same remedies as for \nnonpayment of rent.  In the event Harsco fails to make timely payment of any \npremiums, for the insurances required herein, Lessor shall have the option to \npay \n\n                                 7\n\n\n\nthe premiums and to be promptly reimbursed for such premiums paid by Harsco.  \nAny amounts so paid by Lessor shall be deemed additional rent.\n\n    Lessor and Harsco each hereby release the other from any and all \nliability or responsibility for any direct or consequential loss, injury or \ndamage to the Premises, or its contents caused by fire or any other casualty \nduring the Term, even if such fire or other casualty may have been caused by \nthe negligence (but not the willful act) of the other party or a party for \nwhom such party may be responsible.  Inasmuch, as the above mutual waivers \nmay preclude the assignment of any aforesaid claim by way of subrogation (or \notherwise) to an insurance company (or any other person), Lessor and Harsco \nhereby agree, if required by the policies of insurance required to be \nmaintained by Harsco under this paragraph 15, to give written notice of the \nterms of said mutual waivers, and to have said insurance policies properly \nendorsed, if necessary, to prevent the invalidation of said insurance \ncoverage by reason of such waiver.\n\n    16.  TAXES.  Lessor agrees to pay, during the discount period for each \ntax, all real property taxes legally levied, assessed, charged or imposed \nupon the Premises by North Union Township, the County of Fayette and Laurel \nHighlands School District during the Term.  The county and township real \nproperty taxes shall be considered payable for a calendar year of January 1st \nto December 31st, and the school real property taxes shall be considered \npayable for a fiscal year of July 1st to June 30th.  Harsco shall reimburse \nLessor for One Hundred (100%) Percent of the discount amount of all such real \nproperty taxes.  Harsco shall make such payments within thirty (30) days \nfollowing Harsco's receipt from Lessor of a paid receipt for each tax.  If at \nany time during the Term, the current tax bill paid by Lessor covers periods \nbefore commencement of the Lease or after the then effective termination date \nof the Lease, Harsco's obligation for reimbursement of taxes shall be \nprorated on a per diem basis, based on the applicable tax years stated above \nand based on the number of days in the Term which are within the tax year for \nwhich any tax bill has been paid by Lessor.\n\n    In the event Harsco fails to reimburse Lessor for any taxes as provided \nherein, this shall constitute a default under this Lease and shall entitle \nLessor to the same remedies as for nonpayment of rent.\n\n    17.  INDEMNIFICATION.  Harsco covenants and agrees that Harsco will bear, \npay and discharge, when and as the same become due and payable, all judgments \nand lawful claims for damages or otherwise against Lessor arising from or in \nany way connected with Harsco's use or occupancy of the Premises, and that \nHarsco will assume the burden and expense of defending all such law suits and \nactions, whether brought before or after the expiration of this Lease, and \nwill protect, indemnify and save harmless Lessor by reason of or on account \nof the use or misuse of the Premises, or any part thereof, by Harsco due to \nthe negligence of Harsco or Harsco's agents, servants, employees, but not by \nreason of or on account of the negligence of Lessor or Lessor's agents, \nservants or employees in and about the Premises or in any manner pertaining \nto the Premises.\n\n    18.  DESTRUCTION OF PREMISES - RESTORATION.  If, at any time during the \nterm of this Lease, the Premises are completely or partially destroyed, or \nrendered completely \n\n                                  8\n\n\n\nor partially inaccessible or unusable, by fire, storm or other casualty, \nLessor shall restore the Premises, exclusive of Harsco's personal property \nand trade fixtures but inclusive of improvements, additions and alterations \nto the Premises made by Harsco in accordance with the terms of this Lease, to \nsubstantially the same condition as existed immediately prior to the damage \nby casualty.  Unless Harsco terminates this Lease, as hereinafter provided, \nLessor shall be obligated to apply any proceeds obtainable under the \ninsurance to be provided by Harsco under paragraph 15 of this Lease to \nrestoration of the Premises, to the extent said insurance proceeds are \nattributable to claims for damages to the Premises.  Harsco shall have the \noption to terminate this Lease upon thirty (30) days notice to Lessor if \ncompletion of restoration of the Premises by Lessor requires or can be \ndetermined by Harsco to require more than ninety (90) days.  During \nrestoration of the Premises, this Lease shall continue if not terminated by \nHarsco as aforesaid, but the rent payable by Harsco shall be abated or \nreduced to the extent and for such period of time that the Premises or any \nportion thereof are not usable by Harsco for the purposes for which the \nPremises have been leased.\n\n    19.  CONDEMNATION OF PREMISES.  If the Premises are completely taken in \ncondemnation by any government or other entity possessing and exercising \npowers in the nature of eminent domain (including instances where the \nPremises are transferred in lieu of condemnation), this Lease shall terminate \non the effective date of the taking.  The taking shall be deemed to have \nbecome effective when Harsco no longer has legal or physical possession of \nthe Premises or any portion thereof, whichever first occurs.  If any portion \nof the Premises is taken in condemnation, this Lease shall remain in effect \nas to the remaining portion of the Premises, except that Harsco shall have \nthe option to terminate this Lease if the remaining portion of the Premises \n(including the means of access to the Premises and areas not occupied by \nbuilding improvements and used for access, parking, storage and similar uses) \nis deemed unsuitable by Harsco, in Harsco's sole discretion, for Harsco's \ncontinued operation of its business on the Premises.  Harsco may exercise \nthis option to terminate this Lease by giving written notice to Lessor at any \ntime which is within thirty (30) days before or after the effective date of \nthe taking.  In such case, this Lease shall terminate on the date Harsco \ngives notice to Lessor.  If, after a partial condemnation of the Premises, \nHarsco does not terminate this Lease, the rent payable by Harsco shall be \nabated or reduced to the extent and for such period of time that the portion \nof the Premises taken in condemnation is not usable by Harsco.  Lessor shall \nnotify Harsco within three (3) business days of receipt by Lessor of any \nnotice of condemnation (including any preliminary notice).  The entire \ncondemnation award shall belong to and be paid to Lessor, except that Harsco \nshall receive from the award the following:\n\n         (a)  The sum attributable to any improvements or alterations made to\n              the Premises by Harsco at Harsco's expense, which improvements \n              or alterations Harsco has the right to remove from the Premises \n              pursuant to this Lease but elects not to remove, if any;\n\n         (b)  The sum attributable to that portion of the award constituting \n              Harsco's relocation costs, if included in the award; and\n\n         (c)  Any special damages which by their nature are awardable only to \n              Harsco \n\n                                       9\n\n\n\n              as lessee and would not, under any circumstances or \n              under any provisions of this Lease, be awarded to Lessor.\n\n    In the event of any condemnation, Harsco shall be permitted to file a \nseparate claim for any award that may be obtainable by Harsco under the terms \nof this Lease, or otherwise.\n\n    20.  INSPECTION.  Lessor and Lessor's authorized agents shall, upon \nforty-eight (48) hours prior verbal notice to Harsco's manager in charge of \nthe Premises,  have the right to enter upon the Premises during Harsco's \nordinary business hours to examine the same for any purpose whatsoever, \nincluding determining compliance by Harsco with Harsco's obligations under \nthis Lease.\n\n    21.  ASSIGNMENT.  Accept as hereinafter provided, Harsco may not assign \nthis Agreement of Lease or sublet the Premises, or any part thereof, without \nthe prior written consent of Lessor, which consent shall not be unreasonably \nwithheld by Lessor.  Lessor has been advised by Harsco that Harsco is \npresently negotiating with FMC Corporation to establish a joint venture, \npartnership or other similar legal entity to combine and jointly operate \ncertain defense contracting businesses of Harsco's BMY-Combat Systems \nDivision and certain defense contracting business of FMC Corporation.  Lessor \nagrees that Harsco shall have the unrestricted right to assign this Lease and \nall of Harsco's rights and obligations concerning the Premises and this Lease \nto any such joint venture, partnership or other legal entity.  Such \nassignment shall include all options for renewal terms and all options to \npurchase the Premises contained in this Lease.  Such assignment shall be \neffective immediately upon notice thereof by Harsco to Lessor, and shall \noperate as a complete assumption by the new entity of all of Harsco's \nobligations as the lessee party under this Lease.  If requested by Harsco, \nLessor shall execute, at the time of closing by Harsco and FMC of the \ntransaction creating such new entity, a complete novation of this lease which \nshall effectively substitute the new entity for Harsco as the lessee party \nunder this Lease, and shall ratify all of the then existing terms and \nconditions of this Lease.\n\n    22.  DEFAULT BY HARSCO.  It is hereby expressly understood and agreed \nthat if Harsco shall:\n\n         (a)  default in the payment on the date when due of rent, additional\n              rent, insurance, real property taxes, utilities or any other \n              monetary obligation of Harsco hereunder; or\n\n         (b)  desert or vacate the Premises; or\n\n         (c)  default in the performance of any material term, condition or \n              covenant of this Agreement of Lease; or\n\n         (d)  neglect to materially comply with any of the statues, \n              ordinances, rules, orders, regulations and requirements of the\n              federal, state and local governments, or of any and all of their\n              departments and bureaus, applicable to Harsco's activities at\n              the Premises, except where such compliance is Lessor's\n              obligation under this Lease; or\n\n                                      10\n\n\n\n         (e)  file a petition in bankruptcy or be adjudicated a bankrupt or \n              insolvent by any court, or make an assignment for the benefit \n              of creditors, or take advantage of any insolvency act, or if a \n              receiver or trustee in bankruptcy or a receiver of Harsco's \n              property shall be appointed;\n\n    Then, upon the occurrence of any one of the above defaults and following \nfifteen (15) days written notice of default under subparagraph (a) above or \nfollowing twenty (20) days written notice of any other default provided \nherein from Lessor to Harsco (which notice shall specify the default relied \nupon by Lessor) without cure of the default by Harsco within said fifteen \n(l5) or twenty (20) day period, whichever is applicable:\n\n         (a)  it shall be lawful for Lessor to terminate this Lease and to \n              re-enter the Premises and to repossess, enjoy and have the use \n              of same, with force or otherwise;\n\n         (b)  the rent reserved herein for the full remaining Term of the \n              Lease shall become immediately due and payable, and Lessor \n              may proceed to collect same, together with any other sums\n              due and payable by Harsco under this Lease, by any lawful means,\n              subject only to any mitigation of damages which may be\n              accomplished by Lessor through reletting of the Premises; and\n\n         (c)  Harsco shall be deemed in default hereunder for the purpose of \n              an action in ejectment by Lessor.\n\n    If any default by Harsco, other than default in any payment under \nsubparagraph (a) above, is of such nature that it cannot reasonably be \ncompletely cured within the aforesaid twenty (20) day period, then Harsco \nshall not be deemed in default so long as Harsco commences cure of the \ndefault within said twenty (20) day period and thereafter diligently and \ncontinuously pursues cure of such default.\n\n    23.  ENVIRONMENTAL.  Lessor represents and warrants to Harsco that after \nreasonable and prudent investigation by Lessor and to the best of Lessor's \nknowledge, information and belief, the Premises, including the ground or \nsoil, the ground water and the improvements located thereon, contain no \nhazardous, toxic or otherwise regulated materials, substances or wastes in \nquantities or concentrations which require clean up or any remedial action \nwhatsoever under any federal, state or local law, statute, regulation or \nordinance having as its subject environmental protection or the regulation of \nhazardous or toxic substances, materials or wastes, including petroleum \nproducts and derivatives, fractions or components thereof, (hereinafter \ncalled, respectively, 'contamination' and 'applicable environmental laws').  \nIn the event contamination is found, at any time, to exist at the Premises in \nviolation of applicable environmental laws from any cause other than the \noperations or activities of Harsco at the Premises during the Term, whether \nor not the contamination was regulated or deemed contamination at the \ncommencement of this Lease, Harsco, upon written notice to Lessor, may \nterminate this Lease, effective sixty (60) days following said notice unless \nwithin said sixty (60) days said contamination is completely removed or \ncorrected so as to make the Premises in full \n\n                                11\n\n\n\ncompliance with applicable laws and regulations, in which event said \ntermination notice becomes null and void and ineffective.  Lessor shall \nindemnify, defend and hold harmless Harsco from and against any and all \nclaims, suits, administrative actions or proceedings, fines, penalties, \ndamages, costs, and losses and other expenses, including attorneys fees and \ncourt costs, and expenses of relocating Harsco's operations or activities \nimposed on or suffered at any time by Harsco or Lessor as a result of the \npresence, at any time, of contamination at the Premises in violation of \napplicable environmental laws from any cause other than Harsco's own \noperations or activities at the Premises during the Term, or as the result of \nany legal or administrative action or proceeding instituted by any party, \nincluding any government or government agency at any time which is based on \nthe presence, at any time, of contamination at the Premises in violation of \napplicable environmental laws from causes alleged or determined to be other \nthan Harsco's own operations or activities at the Premises during the Term.  \nThis indemnification shall include, without limitation, the costs of any \ninvestigation, testing, cleanup or other remedial measures, and Lessor shall \nbe liable to Harsco for the aforesaid losses.\n\n    Lessor represents and warrants to Harsco that after reasonable \ninvestigation by Lessor and to the best of Lessor's knowledge, information \nand belief that:  (i) there are no underground or aboveground storage tanks \n(as defined in or regulated under any applicable local, state or federal law, \nordinance, statute or regulation) located in or on the Premises, except those \nidentified, described or referred to in a certain environmental site \nassessment concerning 'Fruehauf Corporation Leased Properties', performed by \nEastern Technical Associates under issue date February 19, 1992 for The \nGreater Uniontown Industrial Fund ('Environmental Study'), which was prepared \nin connection with acquisition of the Premises by Lessor, and a copy of which \nwas delivered to Harsco by Lessor prior to execution of this Leases; and (ii) \nthe improvements located on the Premises do not contain any building \nmaterials or components which incorporate asbestos of a kind or type or in \nsuch condition that requires any type of remedial work, including but not \nlimited to repair, removal or sealing, under any applicable federal, state or \nlocal statutes, laws, ordinances and regulations concerning in any manner the \nregulation of asbestos,  asbestos safety and exposure to asbestos.  If \nstorage tanks are found to exist at the Premises during the Term, or if \nasbestos of type, kind or in a condition requiring remediation as aforesaid \nis found to exist at the Premises during the Term, Lessor shall promptly \ncomply with any and all applicable federal, state or local statutes, laws, \nordinances and regulations concerning same.  Such compliance shall be at \nLessor's expense.  Lessor shall indemnify defend and hold harmless Harsco \nfrom and against any such costs of compliance and from and against any and \nall claims, suits, administrative proceedings, fines, penalties, costs, \nlosses, damages and other expenses, including claims for exposure to asbestos \nby third parties or employees and attorney's fees and court costs, and \nexpenses of relocating Harsco's operations imposed on or suffered at any time \nby Harsco as the result of the presence of such storage tanks or asbestos.  \nIn the event that Harsco performs any work at the Premises under paragraph 13 \nof this Lease which disturbs any asbestos materials incorporated into the \nimprovements at the Premises in a manner and to the extent that remediation, \nas described  above, of such asbestos is required, then such remediation of \nany portion of such asbestos actually disturbed by Harsco shall be performed \nby Harsco at Harsco's sole cost and expense.  Harsco, however, shall not be \nobligated to perform such remediation if:  (i) Lessor failed to disclose the \npresence of such asbestos at the Premises at the time of execution of this \nLease in a manner or under \n\n                                 12\n\n\n\ncircumstances which would represent a violation of Lessor's aforesaid \nrepresentation and warranty concerning asbestos, or (ii) the need for such \nremediation is due primarily to deteriorating condition of the materials or \ncomponents containing the asbestos, or to Harsco's ordinary plant operations \nat the Premises, rather than to any such work performed by Harsco.\n\n    Harsco covenants and agrees not to store, use, dump or dispose of any \nhazardous or toxic substances on the Premises in any manner which may cause \nthe Premises to be in violation of any applicable environmental law or \nregulation. Harsco hereby indemnifies and holds Lessor harmless and agrees to \ndefend Lessor from and against any claims or actions and for the cost of \nremoval thereof arising from any hazardous or toxic substances introduced to \nthe Premises as a result of Harsco's occupancy of the Premises.  'Hazardous \nsubstances' include 'hazardous waste' and 'hazardous substances' as defined \nby applicable federal and state statutes or regulations.  It understood that, \nsubject to compliance with applicable environmental laws and to Harsco's \nobligation of indemnification hereunder, Harsco shall be permitted to use, \nstore and generate any hazardous substances which are necessary to the \nconduct of Harsco's business operations at the Premises.\n\n    The representations, warranties and covenants of indemnification \ncontained in this paragraph are deemed material and continuing and are \nintended to survive termination of this Lease.\n\n    Lessor hereby authorizes Harsco and its agents, consultants and \ncontractors to perform, at Harsco's expense and at any time, any \nenvironmental studies of the Premises deemed necessary by Harsco to \nestablish, for its own purposes, the condition of the Premises at \ncommencement of this Lease or thereafter during the Term with respect to \nenvironmental compliance.  Such environmental studies may include, at \nHarsco's option, intrusive studies.  If Harsco performs any intrusive \nenvironmental studies, Harsco shall be responsible for returning the Premises \nto substantially the same physical condition as the condition existing before \nsuch activities were performed. Harsco agrees to give prior written notice to \nLessor that it intends to perform such environmental studies of the Premises, \nand further agrees to deliver to Lessor copies of all reports generated as a \nresult of any such environmental studies.  Lessor shall deliver to Harsco, \nbefore commencement of this Lease, true and complete copies of any \nenvironmental studies, evaluation reports, remedial action recommendations, \nproposals for environmental remediation work or reports of completed \nenvironmental remediation work concerning the Premises in possession of \nLessor.\n\n    In addition to Harsco's above-mentioned right to terminate this Lease and \nsubject to the sixty (60) day cure period set forth herein, Harsco shall also \nhave the right to exclude any area or areas of the Premises subject to the \ncontamination from active use, occupancy or maintenance by Harsco under this \nLease.  Harsco may so exclude any such contaminated portions of the Premises \nby providing written notice thereof to Lessor.  Upon request of Harsco, \nLessor agrees to execute an addendum to this Lease identifying any excluded \nareas and acknowledging that Harsco has chosen not to occupy and use such \nareas and that Harsco shall have no maintenance obligation or other \nresponsibility for such areas.  Harsco shall not, however, have the right to \nreduction or abatement of rent on account of exclusion of any portion of the \nPremises from occupancy by\n\n                                  13\n\n\n\nHarsco through Harsco's decision under this paragraph 23.  At Harsco's option \nand expense, Harsco may also physically secure any excluded areas by \ninstalling fencing or other physical barriers.  At Lessor's option, any such \nfencing or physical barriers shall be removed by Harsco at termination of \nthis Lease.\n\n    24.  OPTION TO PURCHASE.  Lessor hereby grants to Harsco the exclusive \nand irrevocable option to purchase the Premises, which may be exercised by \nHarsco at any time during the initial three (3) year Term of the Lease, but \nshall be effective only on any of the anniversary dates of this Lease \noccurring during said three (3) year Term, namely, October 31, 1994, October \n31, 1995 or October 31, 1996.  Under this option to purchase, the purchase \nprice for the Premises shall be:  (i) One Million Five Hundred Thousand and \n00\/100 ($1,500,000.00) Dollars if Harsco gives notice during the first year \nof the initial Term and exercises the option effective October 31, 1994; or \n(ii) One Million Three Hundred Thousand and 00\/100 ($1,300,000.00) Dollars, \nif Harsco gives notice during the second year of the initial Term, and \nexercises the option effective October 31, 1995; or (iii) One Million One \nHundred Thousand and 00\/100 ($1,100,000.00) Dollars, if Harsco gives notice \nduring the third year of the initial Term and exercises the option effective \nOctober 31, 1996.  Harsco may exercise the option by giving written notice \nthereof to Lessor at any time during the initial three (3) year Term of the \nLease.  Within thirty (30) days following Harsco's notice of exercise of the \noption to purchase, the parties shall execute a written agreement of sale of \nthe Premises, which shall be prepared by Harsco and shall be subject to the \napproval of Lessor as to compliance with the terms and conditions contained \nin this paragraph 24, and shall include the following terms and other terms \nwhich are deemed necessary and are mutually approved by the parties and which \nare not inconsistent therewith:\n\n         (a)  Closing to be held at the Premises  or at another mutually \n              convenient location on or before a date which is thirty\n              (30) days following the effective date of Harsco's notice of\n              exercise of the option, which effective date is the anniversary\n              date of this Lease next immediately subsequent to the date the\n              notice exercising the option to purchase is delivered to Lessor.\n\n         (b)  Conveyance by special warranty deed of good and marketable fee \n              simple title to the Premises (which shall also be insurable by \n              a title insurance company selected by Harsco at regular rates), \n              free and clear of liens and encumbrances and subject only to \n              applicable zoning and land use laws and ordinances and to \n              easements, conditions, restrictions and reservations of record, \n              none of which shall, in Harsco's reasonable judgment, impair \n              the use or value of the Premises as an industrial facility or \n              threaten the continued use and existence of any improvement on \n              the Premises.\n\n         (c)  State and local Realty Transfer Taxes to be paid in equal shares\n              by the parties.\n\n         (d)  Payment of the purchase price in full in the form of immediately\n              available United States funds at closing.\n\n                                        14\n\n\n\n         (e)  Harsco to remain liable for the payment of rent and other sums \n              payable under this Lease on a per diem basis through the date of\n              closing.\n\n         (f)  Lienable municipal utilities and real property taxes to be \n              prorated between the parties as of the date of closing, with \n              county and township taxes to be prorated on a calendar year basis\n              and school taxes to be prorated on the basis of a July 1st to \n              June 30th fiscal year.  Provided however, all such utilities\n              and taxes for which Harsco is obligated under this Lease to pay\n              during the Term of this Lease shall continue to represent\n              obligations of Harsco.\n\n         (g)  The deed to be prepared at Lessor's expense, with Harsco to pay \n              for recording of the deed.\n\n         (h)  At Harsco's option and expense, a current survey of the Premises\n              may be made and the legal description in the deed of conveyance \n              shall conform to such survey.\n\n    If Harsco exercises its rights to any one or more of the four one (1) \nyear extension terms provided for in paragraph 5 of this Lease, the exclusive \nand irrevocable option to purchase granted under this paragraph 24 shall be \navailable to Harsco during the extended term of this Lease.  The purchase \nprice at any time during any of the extension terms shall be One Million One \nHundred Thousand ($1,100,000.00) Dollars.  Harsco may give notice of exercise \nof the option to purchase at any time during any extension term.  As provided \nhereinabove, Harsco and Lessor shall execute a contract of sale including the \nabove specified terms within thirty (30) days following Harsco's notice of \nexercise of the option to purchase. Said contract of sale shall also provide \nthat closing of the purchase and sale shall be held on or before a date which \nis sixty (60) days following the date of Harsco's notice of exercise of the \noption to purchase.  On and after November 1, 1996, which is the beginning of \nthe first available extension term and so long as Harsco has exercised an \nextension term which is then effective, and even if the Lease is not then in \nthe last of the extension terms which has been exercised by Harsco, there \nshall be no restriction whatsoever on the date, effective date and closing \ndate of and under Harsco's exercise of the option to purchase.  At all such \ntimes, Harsco, having exercised the option to purchase, shall be entitled to \nclose the transaction within sixty (60) days following its notice of exercise \nof the option, without restriction or limitation to any particular dates or \nanniversary dates occurring during any of the extension terms.\n\n    In all cases of purchase of the Premises by Harsco, this Lease shall \nterminate on the date of closing.\n\n    25.  NON-LIMITATION OF REMEDIES.  The rights and remedies granted to \nLessor in this Lease, or otherwise existing at law or equity, may be \nexercised concurrently, successively, or in the alternative, at Lessor's \ndiscretion.\n\n    26.  WAIVER OF BREACH.  No waiver of a breach of any of the covenants or \nconditions of this Agreement of Lease shall be construed to be a waiver of \nany succeeding breach \n\n                                     15\n\n\n\nof the same or any other covenant or condition.\n\n    27.  NOTICE.  All notices required or permitted to be given under this \nLease shall be given by United States certified mail, postage prepaid, with \nreturn receipt requested, addressed to the proper party, at the following \naddresses, or at such other address either party shall provide in a notice \ncomplying with this Paragraph:\n\n    IF TO HARSCO:  HARSCO CORPORATION\n                   350 POPLAR CHURCH ROAD\n                   CAMP HILL, PA  17011\n\n                   ATTN:  DEREK C. HATHAWAY, PRESIDENT AND CHIEF OPERATING\n                                OFFICER\n\n    IF TO LESS0R:  BRIER HILL STEEL COMPANY, INC.\n                   P.O. BOX 76\n                   BROWNSVILLE, PA  15417\n\n                   ATTN:  JAMES R. SNYDER, VICE PRESIDENT\n\n    All such notices shall be effective upon receipt or ninety six (96) hours \nfollowing their deposit in the United States certified mail, as above \nprovided, whichever first occurs.\n\n    28.  SURRENDER OF PREMISES.  Upon the expiration or earlier termination \nof this Lease, Harsco shall return the Premises to Lessor in substantially \nthe same condition as the Premises were at the commencement of this Lease, \nordinary wear and tear excepted. All fixtures, equipment, and improvements \n(except for Harsco's trade fixtures and equipment) attached to or built into \nthe Premises by or for Harsco, shall be and remain the property of Lessor.  \nHarsco shall remove Harsco's personal property and trade fixtures and \nequipment,  and shall repair any damages to the Premises caused by removal of \ntrade fixtures and equipment attached to or built into the Premises.\n\n    29.  TIME IS OF THE ESSENCE.  Time is agreed by Lessor and Harsco to be \nof the essence of each provision of this Lease.\n\n    30.  GOVERNING LAW.  The construction of this Lease and the rights and \nremedies of Lessor and Harsco, shall be governed by the laws of the \nCommonwealth of Pennsylvania.  This Lease shall be interpreted as if drafted \njointly by and for the parties, and not as if drafted solely or primarily by \nor for either party.\n\n    31.  SEVERABILITY.  If any Term or provision of this Lease or application \nthereof to any person or circumstance be held invalid, the remainder of the \nterms or provisions of this Lease shall not be affected thereby and, to this \nend, the parties hereto agree that the terms and provisions of this Lease are \nseverable.\n\n    32.  ENTIRE AGREEMENT.  This Lease constitutes the sole and only \nagreement of \n\n                                    16\n\n\n\nthe parties hereto and supersedes any prior understandings or written or oral \nagreements between the parties respecting the within subject matter.\n\n    33.  MODIFICATION.  No amendment, modification, alteration or rescission \nof the terms hereof shall be binding, unless the same be in writing, dated \nsubsequent to the date hereof and duly executed by the parties hereto.\n\n    34.  SUCCESSOR'S BOUND.  The provisions of this Agreement of Lease shall \nbe binding upon and inure to the benefit of the respective successors and \nassigns of Lessor and Harsco.\n\n    35.  RECORDING.  At the request of either party, the other party agrees \nto execute and acknowledge a memorandum of this Lease, and cooperate in \nrecording of the same in the public real estate records of Fayette County, \nPennsylvania. Any such memorandum shall be in a form mutually satisfactory to \nLessor and Harsco and shall include appropriate notice that Harsco holds \noptions to purchase the Premises under this Lease and to extend the Term.  \nThe costs of preparing the memorandum and recording same shall be paid by the \nparty requesting its execution and recording.  Upon expiration or termination \nof this Lease, Harsco shall, upon request by Lessor, execute and acknowledge \na recordable document giving appropriate notice of termination of this Lease \nand extinguishment of Harsco's option to purchase the Premises.\n\n    IN WITNESS WHEREOF, Lessor and Harsco, intending to be legally bound, \nhave executed this Lease on the day and year first above written.\n\nATTEST:                            LESSOR:\n\n                                   BRIER HILL STEEL COMPANY\n\n\n\/s\/ Authorized Signatory           BY:  \/s\/ James R. Snyder\n-----------------------------           ---------------------------------\n\n\nATTEST:                            HARSCO CORPORATION\n\n\n\/s\/ Paul C. Coppock                BY:  \/s\/ Derek C. Hathaway\n-----------------------------           ---------------------------------\nPaul C. Coppock                             Derek C. Hathaway\nV.P., General Counsel &amp; Secretary           President &amp; Chief Operating\n                                            Officer \n\n                                  17\n\n\n\n                           LEASE NOVATION AGREEMENT\n\n\nTHIS AGREEMENT is entered into by and between\n\n     Harsco Corporation, a Delaware Corporation with offices at 350 Poplar\n     Church Road, Carnp Hill, Pennsylvania 17011-8888 (hereinaher called\n     'Harsco'), and\n\n     Brier Hill Steel Company, Inc., a Pennsylvania Corporation, having offices\n     at P.O. Box 386, Route 40, Brier Hill, Pennsylvania 15415 (hereinafter\n     called 'Lessor'), and\n\n     United Defense, L.P., a Delaware limited partnership, with offices at P.O.\n     Box 15512, York, Pennsylvania, 17405-1512.\n\nWHEREAS, on 1 November 1993, Harsco and Lessor entered into a lease of \ncertain property located in North Union Township, Fayette County, consisting \nof 40.94 acres of land, which premises are more fully described in the said \nlease (hereinafter called the 'Lease'), and\n\nWHEREAS, pursuant to paragraph 21 of the Lease, Harsco has now assigned the \nLease to an entity consisting of Harsco's BMY-Combat Systems and FMC \nCorporation's defense contracting business, and\n\nWHEREAS, the parties to the Lease now wish to effect a novation, as required \nby paragraph 21,\n\nNOW THEREFORE, the parties hereto agree as follows:\n\n1.  Harsco hereby fully and completely delegates its duties and assigns its \n    rights and obligations under the Lease to United Defense, L.P. and, as a\n    consequence, hereby relinquishes any and all rights or benefits arising\n    thereunder.\n\n2.  United Defense, L.P. acknowledges and accepts Harsco's delegation and\n    assignment of the Lease and agrees to perforrn all Harsco's obligations \n    and accepts all Harsco's liabilities thereunder.\n\n3.  Lessor hereby acknowledges and accepts said delegation and assignrnent and\n    remises, releases and quit claims Harsco from any further duties,\n    obligations or liabilities of any kind under the Lease.\n\n4.  Delete from the preamble the reference to 'Harsco Corporation, a Delaware\n    Corporation, having offices at 350 Poplar Church Road, Camp Hill,\n    Pennsylvania, 17011,' and substitute therefor, 'United Defense, L.P., a\n    Delaware limited partnership, with offices at One Wolps Church Road, York,\n    Pennsylvania 17405-1512.'\n\n5.  The parties hereto agree that all rents already paid under the Lease shall\n    be credited to United Defense, L.P., and that United Defense, L.P. shall \n    be liable only for the \n\n\n\n    outstanding balance of rents owed and payable under paragraph 4 of the \n    Lease for the remainder of the Term and for the term of any options \n    executed by United Defense, L.P., as provided for in paragraph 5 of \n    the Lease.\n\n6.  Delete all references thereafter to 'Harsco' and substitute therefor \n    'United Defense, L.P.'\n\n7.  Paragraph 27, Notices, is hereby modified as follows: delete the reference\n    to Harsco and substitute therefor, 'United Defense, L.P., P.O. Box 15512,\n    York, PA 17405-1512, ATTN: Legal Department.'\n\n8.  All other provisions of the Lease shall remain unchanged.\n\n9.  This Agreement and the statements, terms and conditions contained herein \n    shall inure to the benefit of, and may be relied upon by, each of the \n    three parties hereto, together with their respective legal representatives,\n    successors and permitted assignees, and shall be binding upon the three\n    parties hereto, and their respective legal representatives, heirs,\n    personal representatives, successors and assigns.\n\n10. The Lease and this Agreement together contain the entire understanding of \n    the parties with respect to the subject matter hereof and supersede any \n    prior understanding or written or oral agreements by and between the three\n    parties hereto.\n\nHARSCO CORPORATION                      ATTEST:\n\n\nBy:\/s\/ Authorized Signatory             \/s\/ Authorized Signatory\n   ----------------------------         ---------------------------\n\n\nBRIER HILL STEEL COMPANY, INC.          ATTEST:\n\n\nBy:\/s\/ James R. Snyder                  \/s\/ Authorized Signatory\n   ----------------------------         ---------------------------\n\n\nUNITED DEFENSE, L.P.                    ATTEST:\n\n\nBy:\/s\/ Authorized Signatory             \/s\/ Authorized Signatory\n   ----------------------------         ---------------------------\n\n\n\n                              LEASE MODIFICATION\n\n\nTHIS AGREEMENT made and entered into this 17 day of June 1996, BY AND BETWEEN\n\n     United Defense, L.P. (hereinafter referred to as 'United Defense, L.P.'),\n     a Delaware limited partnership, with offices at P.O. Box 15512, York,\n     Pennsylvania 17405-1512, and\n\n     Brier Hill Steel Company, Inc. (hereinafter referred to as 'Lessor'),\n     whose address is P.O. Box 386, Route 40, Brier Hill, Pennsylvania 15415.\n\n                                  WITNESSETH:\n\nWHEREAS, on l November 1993, Harsco Corporation (hereinafter 'Harsco') and \nLessor entered into a Lease of certain property located in North Union \nTownship, Fayette County, consisting of 40.94 acres of land, which Premises \nare more fully described in the said lease (hereinafter called the 'Lease'); \nand\n\nWHEREAS, in or about March of 1994, Harsco, Lessor and United Defense, L.P. \nentered into a Lease Novation Agreement, whereby Lessor consented to Harsco's \nassignment of the Lease to United Defense, L.P. in substitution for Harsco; \nand\n\nWHEREAS, in the Summer of 1995, Lessor added approximately one thousand six \nhundred square feet to the existing improvements on the Premises, as a result \nof which on October l, l995 United Defense, L.P. started paying Lessor, and \nLessor started accepting from United Defense, L.P., a total monthly rent of \n$24,025.33; and\n\nWHEREAS, United Defense, L.P. and Lessor now wish to amend and modify the \nsaid Lease to reflect the aforesaid increase in the square footage of total \nmanufacturing space under roof at the Premises; and\n\nWHEREAS, United Defense, L.P. and Lessor also wish to amend and modify the \nsaid Lease further to reflect their desire to increase the number of one year \nlease renewal options available to United Defense, L.P. from four separate \none year options to seven separate one year options at a new rental rate per \nsquare foot; and\n\nWHEREAS, United Defense, L.P. and Lessor also wish to amend and modify the \nsaid Lease further to reflect their desire to increase the number of options \nto purchase to Premises to match the increased number of lease renewal \noptions;\n\nNOW THEREFORE, United Defense, L.P. and Lessor agree as follows:\n\n1.  Delete the nurnber '175,000' between the words 'containing' and 'square \n    feet' in the tenth line of the opening recitation on page one of the \n    Lease, and insert in lieu thereof the number '176,600'.\n\n\n\n2.  Delete the number, 'Eight Hundred and Forty Thousand and 00\/100 \n    ($840,000.00) Dollars' in paragraph 4, 'RENT' and insert in lieu thereof,\n    'Eight Hundred Forty-Eight Thousand Nine Hundred Ninety-Five and 88\/100 \n    ($848,995.88) Dollars'.\n\n3.  Insert in the first sentence of paragraph 4, 'RENT', after the phrase, \n    '. . . in the amount of Twenty Three Thousand Three Hundred Thirty Three \n    and 33\/100 ($23,333.33) Dollars each, . . .' the following, '. . . from\n    November 1, 1993 through September 1, 1995, and in the amount of Twenty\n    Four Thousand Twenty-Five and 33\/100 ($24,025.33) Dollars each, from\n    October 1, 1995 through October 1, 1996, . . .'\n\n4.  Delete paragraph 5, 'OPTION TO RENEW', and substitute in lieu thereof the\n    following new paragraph 5:\n\n    'Provided United Defense, L.P. is not in default hereunder, Lessor hereby \nextends to United Defense, L.P. seven (7) separate options to extend and \nrenew this Lease for seven (7) separate, additional terms for one (1) year \neach, at the identical terms and provisions set forth herein, except that the \nrent shall be as hereinafter set forth in Table I.  If United Defense, L.P. \nchooses to exercise any of such options, United Defense, L.P. must do so by \nwritten notice given to Lessor no less than sixty (60) days prior to \nexpiration of the Term or any then effective renewal term of this Lease.  \nSubject only to the giving of timely notice to Lessor, United Defense, L.P. \nshall be permitted to exercise its option at any time for any number of the \nconsecutive renewal terms permitted hereunder.   For instance, United \nDefense, L.P. may deliver a notice specifically exercising both the first and \nsecond renewal terms at any time on or before sixty (60) days prior to \nexpiration of the first year of the Term. Each permitted renewal term shall \nrun from November 1 of the applicable year to October 31 of the following \nyear.  The rent reserved for each one (1) year renewal term shall be as \nfollows in Table I, and shall be payable without demand in advance, in the \nmonthly installments stated hereinbelow.  Such rental installments shall be \npaid on the first day of each and every month during any renewal term.  \nReferences hereinafter to 'the term' shall include, if applicable, any of the \nrenewal terms which have been exercised and obtained by United Defense, L.P. \nunder this paragraph.\n\n    'Lease rates for the option terms, if exercised, are as follows:\n\n                                Table I\n\nOption                         Annual Rate\/                   Monthly\nNumber       Lease Term         Sq. Foot     Annual Rent*   Installment\n\n  1     1 Nov 96 - 31 Oct 97      $1.75      $309,050.00     $25,754.17\n  2     1 Nov 97 - 31 Oct 98      $1.75      $309,050.00     $25,754.17\n  3     1 Nov 98 - 31 Oct 99      $1.90      $333,540.00     $27,961.67\n  4     1 Nov 99 - 31 Oct 00      $1.90      $333,540.00     $27,961.67\n  5     1 Nov 00 - 31 Oct 01      $1.90      $333,540.00     $27,961.67\n  6     1 Nov 01 - 31 Oct 02      $2.00      $353,200.00     $29,433.33\n\n\n\n  7     1 Nov 02 - 31 Oct 03      $2.00      $353,200.00     $29,433.33\n\n*The 'Annual Rent' is the product of the 'square feet' stated in paragraph 1 \nof the Lease, times the 'Annual Rate\/Sq Foot' stated in Table I of the Lease.\n\n5.  In paragraph 24, 'OPTION TO PURCHASE', insert the following words or\n    phrases in the provision beginning near the bottom page 17 of the Lease,\n    which provision opens with the words, 'If United Defense, L.P. exercises\n    its rights to any one or more . . .'\n\n    a.   Between the words 'the' and 'four' in the first sentence (page\n         17) insert the word 'first', such that the provision shall read, in\n         part, '. . . one or more of the first four one (1) year extension\n         terms . . .'\n\n    b.   Between the words 'the' and 'extension' in the second sentence\n         (page 18) insert the words 'first four', such that the provision\n         shall read, in part, '. . . at any time during any of the first four\n         extension terms . . .'\n\n    c.   Between the second and the third sentences insert the following\n         sentences:\n\n         'If United Defense, L.P. exercises its rights to any one or more\n         of the next three one (1) year extension terms provided for in\n         paragraph 5 of this Lease, the exclusive and irrevocable option to\n         purchase granted under this paragraph 24 shall be available to United\n         Defense, L.P. during the extended term of this lease.  The purchase\n         price at any time during any of the next three extension terms shall\n         be One Million Three Hundred Fifty Thousand ($1,350,000.00) Dollars.'\n\n    d.   At the end of paragraph 24, 'OPTION TO PURCHASE', insert the\n         following Table II:\n\n\n                                Table II\nIf Option to Purchase is                            The Purchase Price for the\nExercised During           Lease Term               Premises shall be\n\nBasic Term Year 1          1 Nov 93 - 31 Oct 94     $1,500,000.00\n\nBasic Term Year 2          1 Nov 94 - 31 Oct 95     $1,300,000.00\n\nBasic Term Year 3          1 Nov 95 - 31 Oct 96     $1,100,000.00\n\nOption Term 1              1 Nov 96 - 31 Oct 97     $1,100,000.00\n\nOption Term 2              1 Nov 97 - 31 Oct 98     $1,100,000.00\n\n\n\nOption Term 3              1 Nov 98 - 31 Oct 99     $1,100,000.00\n\nOption Term 4              1 Nov 99 - 31 Oct 00     $1,100,000.00\n\nOption Term 5              1 Nov 00 - 31 Oct 01     $1,350,000.00\n\nOption Term 6              1 Nov 01 - 31 Oct 02     $1,350,000.00\n\nOption Term 7              1 Nov 02 - 31 Oct 03     $1,350,000.00\n\nIN WITNESS WHEREOF, the parties intending to be legally bound have executed \nthis Agreement by signing below.\n\nBRIER HILL STEEL COMPANY, INC.    UNITED DEFENSE, L.P.\n\n\n\/s\/ James R. Snyder               \/s\/ Peter C. Woglom\n------------------------------    ----------------------------------------\nName                              Name\n\nVice President                    V.P. &amp; G.M. UDLP Ground Systems Division\n------------------------------    ----------------------------------------\nTitle                             Title\n\nJune 4, 1996                      June 17, 1996\n------------------------------    ----------------------------------------\nDate                              Date\n\n\n\n\/s\/ Authorized Signatory          \/s\/ Authorized Signatory\n------------------------------    ----------------------------------------\nAttest                            Attest\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7728,9167],"corporate_contracts_industries":[9477,9455],"corporate_contracts_types":[9605,9579],"class_list":["post-41684","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harsco-corp","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-aerospace__vehicles","corporate_contracts_industries-manufacturing__metal","corporate_contracts_types-land__pa","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41684","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41684"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41684"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41684"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41684"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}