1
EXHIBIT 10.20
LEASE AGREEMENT FOR COMMERCIAL USE
With this confidential document, of which three copies shall be made, one for
each of the parties and one to be registered, between the following parties:
ELLEBI S.p.A., with headquarters in Reggio Emilia (RE) - Via Strada Statale 63,
No. 189, district of S. Vittoria, C.F. (tax code) and P.I. 00356930354, here
represented by the Legal Representative Mr. VITTORIO BENAGLIA, born in Gualtieri
(RE) on Feb. 3, 1931, Tax Code BNGVTR31B03E2321, hereinafter referred to as
the "Lessor";
and
BRINK ITALIA S.r.l, with headquarters in Milano (MI) - Piazza Meda No. 5,
C.F. (tax code) 12212400159, represented by its Deputy Administrator, Mr. Jan
Wellem Rengelink, born in ____________________on______________19__,
C.F., ____________, hereinafter referred to as the "Lessee":
THE FOLLOWING IS AGREED TO AND STIPULATED:
1) The above-mentioned ELLEBI S.p.A. company grants the use of the following
real properties to BRINK ITALIA S.r.l., which accepts and promises to lease
them:
a) A complex located in Gualtieri (RE), Santa Vittoria district, Via
Strada Statale 63 No. 189-consisting of an industrial building, a
two-story office building, and a meeting room, for a total of approx.
16,000 square meters, in addition to the boiler and storage rooms,
covered parking and a court area. The complex, registered in the urban
building cadastre on Page 31, maps 53, 309 and 310 (previously maps
3956, 8225, and 8226),
1
2
is bounded to the south by Pellegrini company holdings; to the north
and east, by ELLEBI S.p.A. (surplus agricultural lands owned by the
company); and to the west, by state road Statale 63;
b) A complex located in San Giacomo di Guastalla (RE) - Via De Gasperi
No. 17-consisting of an industrial building with a total area of
approx. 10,000 square meters, an electrical equipment room, covered
parking and a court area. The complex, registered in the urban building
cadastre on Page 44, maps 159 sub 1-2-3-4-5, is bounded to the east
by other lands owned by ELLEBI S.p.A. (industrial area, currently
meadowland); to the north, by Via Togliatti; to the south, by Via de
Gasperi; and to the south, by Via Morandi.
2) The length of the lease is set for a term of 6 (six) years starting from
01/01/1998, unless one of the two parties gives notice of termination by
means of a registered letter sent at least 1 year before the lease
expiration date.
At the end of the first term on 12/31/2003, the Lessor shall be able to
deny renewal of the lease only for the reasons described in article 29 of
law L.27.07.78 no. 392. Early termination is expressly excluded, except as
specified in the last clause of article 27, law L.392/78.
3) The annual rental charge (aside from the increment described in article 4)
shall be Lire 1,000,000,000 (one billion) per annum plus IVA tax, to be paid
in quarterly installments, in advance, at a financial institution designated
by the Lessor. The parties agree that for the first 6 (six) years of the
lease, the rent shall be reduced to the annual amount of Lire 750,000.000.
2
3
4) The above-described lease payment shall be automatically increased every
year starting from the beginning of the second year of the lease, by the
maximum percentage permitted by the laws currently in force. The entire
annual adjustment shall be paid as one single payment by the 1st of July of
each year of the lease.
5) Upon the signing of this Agreement, the Lessee shall pay to the Lessor a
deposit in the amount of Lire 200,000,000 (two hundred million) which will
be refunded at the expiration of the lease, after the property is
returned normally to the Lessor.
6) Failure to pay the rental charge, even partially, within the provisions of
the law and to the registered office of the Lessor, as well as illegal
subletting or changes in the stated use of the premises, will ipso jure
result in the termination of the Agreement by fault of the Lessee, without
prejudice to the obligation to pay the amount due and damage compensation to
the Lessor, in conformity with article 1456 of the civil code. Each time the
payment is late more than one month, the Lessee shall pay interest as
agreed; the amount shall be one third higher than the average overall
effective rate calculated in the previous trimester, according to law L.
07.03.96 no. 108, starting on the day after the payment due date, without
falling into arrears.
7) The premises are leased for industrial use; the Lessee is forbidden to
change the stated use, even temporarily. In addition, the Lessee shall not
sublet all or part of the premises, not even free of charge, without written
permission by the Lessor. The Lessor's silence regarding, or acquiescence
to,
3
4
changes in the agreed use and any transfer or subletting, shall be construed
solely as tolerance without any favorable effects accruing to the Lessee.
Any activity which involves direct contact with the users or final
consumers is specifically prohibited.
8) The Lessee shall take custody of the leased premises and shall assume
responsibility for any direct or indirect damages arising from the use of
the leased premises, even when the damages involve a third party, therefore
exonerating the Lessor. The Lessee shall not undertake any alteration,
remodeling, addition or improvement, nor replace equipment without prior
written approval of the Lessor. The Lessor shall have the right to retain
any of the above without obligation to pay any indemnity or compensation.
The Lessor's explicit waiver of any additions or improvements shall obligate
the Lessee, to restore the premises to their original conditions, at the
Lessee's expense, even during the term of the lease.
9) The Lessee shall be responsible for maintenance, within the limits of and
in conformity with current legal regulations. In the event the Lessee does
not perform maintenance in a timely manner, the Lessor will take over for
the Lessee. The related costs shall be reimbursed by the Lessee within ten
days of the completion of the work; otherwise, an amount equal to the costs
incurred by the Lessor shall be withdrawn from the deposit, and the Lessee
shall immediately replace said amount.
10) The Lessee has the obligation to observe, and ensure that its employees
observe, a good neighbor policy and to not generate irritating noise. The
Lessee is prohibited to act or behave
4
5
in a manner which could cause annoyance.
11) During the term of the lease the Lessor or his representative shall have the
right to inspect, or cause to be inspected, the leased premises, after
written notification, in order to verify the way the premises are used or to
check the equipment, within the limits specified by the uses of the premises
and by current regulations, and taking into account the needs of the
Lessee.
12) The Lessee declares that, having examined the leased premises and having
found them to be suitable for his purposes, in good conditions and free of
problems which could affect the health of the occupants, shall take full
possession upon delivery of the keys becoming therefore the custodian of
said premises. In addition, the Lessee promises to return the premises in
the same conditions at the expiration of the lease, except for normal wear
and tear due to ordinary use.
13) The Lessee shall assume the obligation to purchase from a major insurance
company, at his own expense, insurance policies relevant to his role of
tenant. The amount of such policies shall be equal to the market value of
the leased premises; in the event of a disagreement, the market value shall
be determined by an expert designated by the Presiding Judge of the Tribunal
of Reggio Emilia. The Lessor shall be named as beneficiary of said policy,
and the Lessee shall ensure that it remains in effect by paying the premiums
regularly, until the lease expires.
14) For topics not covered in this Agreement, refer to the provisions of the
law.
15) This Agreement cannot be altered in any way except in writing.
5
6
16) This Agreement shall be liable to registration at a fixed tax rate because
the contractual payments are subject to the IVA tax in conformity with the
law; registration expenses shall be split equally between the Lessor and the
Lessee, but the Lessee shall be officially responsible for obtaining the
registration.
17) As required, the parties declare that with this Agreement even the terms
that are in departure from the provisions of law L.392/78 have been
settled.
Milano, this ______________day of__________________199_
Lessor Lessee
for ELLEBI S.p.A. For BRINK ITALIA S.r.l.
The Chairman of the Board The Deputy Administrator
(Vittorio Benaglia) (Jan Willem Rengelink)
6