Exhibit 10.20
English Translation of Lease Agreement between Xxxx Xxxxxx Leasing
KG and Rofin-Sinar Laser GmbH "as successor in interest of
Xxxx Xxxxxx Lasertechnik GmbH"
9/9/92
LEASE AGREEMENT
between
the company Xxxx Xxxxxx Laser Leasing, proprietor Xxxx Xxxxxx, Starnberg,
- Lessor -
and
Xxxx Xxxxxx Lasertechnik GmbH, Starnberg,
- Lessee -
Preamble
The proprietor of the Lessor was the sole limited partner of Baasel Laser
Leasing KG [limited partnership], Xxxx. After departure of the general
partner(s), he became the legal successor of the KG by accrual.
Based on a heritable building right contract dated April 2, 1982, Document
Record No. 1706/T/82 recorded by Notary Xx. Xxxxxxxxx in Munich, the KG had
acquired a heritable building right to an area of approximately 5,240 square
meters, part of lot 854/9 in the Starnberg communal district, registered in
the Property Register of the Starnberg District Court, Volume 59, page 2483,
located in Xxxxxxxxx, Xxxxxxxxxxxxx Xxx. 0 b.
The Lessor built a building on the heritable building right property. A
lease and business use agreement was concluded between the aforementioned KG
and the Lessee on 12/28/82, supplemented by addenda dated 12/20/83, 12/22/85,
12/29/86, and 11/20/89. The Lessor, as the legal successor of the KG, also
entered into this agreement. The lease agreement includes, among other
things, the heritable building right property and the buildings constructed
on it, as well as the business property in Kempfenhausen, Xxxxxxxxx. 0.
Furthermore, there are lease agreements between the Lessor and the Lessee as
well as the company B + B Lasertechnik GmbH, relating to the property in
Starnberg, Moosstr. 6.
In connection with the planned acquisition of 75% of the shares of the Lessee
by Xxxxxx-Xxxxxx AG, the parties would like to adjust the lease and business
use agreement dated 12/28/82 to the new conditions and replace it with a
lease agreement. For this purpose, they conclude the following agreement:
Section 1
The parties are in accord that all of the reciprocal obligations resulting
from the lease and business use agreement dated 12/28/82, to the extent that
they relate to permission for business use, have been fulfilled, unless they
are still open in the Lessor's books as receivables/liabilities. All permits
required by public law for use of the property have been obtained.
Section 2
The movable assets that were the object of the old lease agreement have been
replaced, as time went by, by economic assets that the Lessee has acquired
for its own account, to a significant extent. If any of the leased items are
still present, the parties are in accord that ownership of these items is
transferred to the Lessee, who already has possession of them. This transfer
takes place at book value, if there is still such a value, otherwise it takes
place free of charge.
Section 3
If there were any other asset items or intangible assets of the transferred
company that were still the object of the old lease agreement, they are
considered to have been transferred to the Lessee, without any special
remuneration having to be paid. Soil studies relating to Moosstr. 6 that
were posted as assets remain the property of the Lessor. The parties are in
accord that the art objects which are present in the leased buildings and are
listed in Appendix 1, which are the property of Xx. Xxxxxx or the Lessor,
shall remain their property and are not part of the new lease agreement.
Section 4
To the extent that the Lessor previously operated its own leasing business
with laser equipment produced by the Lessee, the Lessor must transfer this
business to the Lessee, on the basis of a separate agreement.
Section 5
The parties are in accord that when this agreement goes into effect, the old
lease agreement expires and is replaced by a lease relationship based on this
agreement, with reference to the real estate indicated below.
Section 6
When this agreement goes into effect, the Lessor permits the Lessee to use
the following property, subject to this lease:
6.1 the property on which the aforementioned heritable building
right is based, as well as the buildings standing on it,
Starnberg communal district, lot Xx. 000/00, Xxxxxxxxxxxxx
Xxx. 0 x, xxxx 5,376 square meters,
6.2 the business property as well as the buildings standing on it,
in Kempfenhausen, Xxxxxxxxx. 0, Xxxxxxxxxxxxx communal
district, xxx Xx. 000/0, xxxx 1,321 square meters.
Section 7
The heritable building right agreement concluded for the leased property,
dated April 2, 1982, is known to the Lessee. The obligations accepted in
that agreement by the party entitled to the heritable building right,
pursuant to section 2 No. 2, 2nd paragraph, section 2 No. 3 and section 5,
apply analogously to the relationship between the parties.
The Lessor requires the prior written approval of the Lessee if the Lessor
wishes to agree to changes in the heritable building right agreement. If the
Lessor becomes the owner of the property by exercise of the option right, or
in some other way, this has no influence on the rights and obligations of the
parties resulting from this agreement. This also holds true with regard to
the rent share for the heritable building right property.
Section 8
The Lessee acknowledges that the leased items did not demonstrate any defects
when transferred to the Lessee, which might eliminate or reduce their fitness
for use in accordance with the agreement.
Section 9
(1) The Lessor is obligated to maintain the buildings and the related
technical equipment and systems that belong to the Lessor (see Appendix
2), as well as the outdoor facilities. This also holds true for other
equipment that was created by the Lessor or its legal predecessor.
(2) In deviation from Para. (1), the Lessee must perform the following work
at its own expense:
a) glazing,
b) cleaning of the buildings and the outdoor facilities, including
windows, gutters, drainage systems, and all other technical
systems,
c) cosmetic repairs inside the buildings (this includes:
wallpapering and painting walls and ceilings, painting
baseboards, interior doors and windows, and the inside of
exterior doors, heating elements and heating pipes, and
other energy supply lines),
d) replacement of light bulbs, fluorescent tubes, fuses, and
the like,
e) procurement and testing of fire extinguishers,
f) all maintenance measures relating to changes made by Lessee
in the leased items,
g) performance of traffic safety obligations, particularly
snow removal and sanding in the winter, if this is the
obligation of property owners pursuant to municipal rules
and regulations.
Section 10
The Lessor is allowed to make improvements and structural changes that become
necessary to maintain the building, prevent imminent risks, or to correct
damage, even without the Lessee's approval.
Section 11
(1) The lessee is allowed to take measures, at its own expense, without
the approval of the Lessor, if they are normally part of lease use,
such as placement of nails and dowels, installation of room dividers,
sliding doors or partitions, window fans, kitchen modules, laying of
floor coverings, furthermore installation, removal, and remodeling of
electrical fixtures, installations for DP systems, as well as
installations for heat, water, and other energy supply equipment.
If existing building plans are changed as a result, the Lessee must
inform the Lessor of this and xxxx the changes in the existing building
plans.
(2) Structural changes such as the construction of additions on ground
level or additional stories, or new construction, cannot be made by the
Lessee without the Lessor's approval. Approval cannot be denied except
for serious grounds. Serious grounds are, in particular:
if the permits required by public law have not been obtained,
if the value of the properties would be reduced by the measure,
if the overall external impression of the building would be
significantly changed.
When filing for permits, the Lessee will submit building plans for the
desired changes.
(3) Unless otherwise agreed, the Lessee has the right, when the lease
relationship ends, to either remove changes in the leased property that
were legally carried out, and to restore the previous condition, or to
leave the fixtures on the property. In the latter case, the Lessor
must pay a suitable indemnity if the value of the leased property has
significantly increased as a result of the changes being left.
Section 12
The Lessee has the right to use the leased property commercially also for
purposes other than the present ones, if all the permits required by public
law have been obtained and if the type of different use does not result in a
greater impact on the environment (with regard to emissions) as compared with
the present use.
Section 13
(1) The Lessor must insure the leased property against risks such as fire,
storm, water, etc. Any proceeds from these insurance policies must be
used by the Lessor to repair any damage. In case of any undercoverage,
the Lessor must perform the repair work at its own expense.
(2) The Lessor must conclude a liability insurance policy to cover any
risks that proceed from the property, such as are usually covered by
liability policies of this type.
Section 14
The Lessee is entitled to sublet individual parts of the leased properties
and buildings, if the Lessee no longer needs them for its own business
operations, but only for a use that is allowed to the Lessee pursuant to
section 12. If the premises are leased to any company that does not belong
to the Xxxxxx-Xxxxxx group, half of any excess proceeds in rent must be paid
to the Lessor. Subletting of the individual properties as a whole is only
permitted to the Lessee after the Lessee has given notice, and then only for
the duration of the two-year notice period.
Section 15
(1) For the leased properties, the Lessee must pay the following
monthly rent:
a) For the property according to 6.1:
for the net property value, DM 2.00 per square meter, for
a total of 2,844 square meters this is DM 5,688.00,
DM 17.00 per square meter of office space, for a total of
2,598 square meters this is DM 44,166.00,
DM 13.00 per square meter of production and storage space,
for a total of 1,577 square meters this is DM 20,501.00,
a total of DM 70,355.00.
b) For the property according to 6.2:
a total of DM 6,000.00
Value-added tax in the statutory amount is added to the aforementioned
amounts.
(2) The rent according to Para. (1) is adjusted to the cost of living
as follows, effective the first of the month after this agreement
goes into effect:
If the cost-of-living index for a four-person working household with an
average income, published by the Federal Office for Statistics, changes
by 5% (five percent) or more, up or down, relative to the status on the
first of the month after this agreement goes into effect, or relative
to the last adjustment, the base rent agreed to in Para. (1), i.e. the
rent last adjusted on the basis of this clause, is changed as follows:
- during the first 10 (ten) years, by 50% (fifty percent) of this
percentage,
- during the next 5 (five) years), by 60% (sixty percent),
- during the next 5 (five) years), by 75% (seventy-five percent),
- afterwards, until expiration of the lease agreement, by 90% (ninety
percent) of this percentage.
Any rent adjustment goes into effect on the first of the month
following the month in which the index values contained in the clause
are published, but no earlier than on the first of the month following
receipt of the request for a change by the other party. The next
adjustment calculation is based on the value on which the prior
adjustment would have been possible for the first time.
If index figures that have already been published are subsequently
changed because the index is changed to a new basis, any changes in
rent that already occurred on the basis of the old index series until
the calendar month after the first official publication remain
unaffected by this change. After this time, changes in the rent must
be calculated on the basis of the new index series, in such a way that
the new index figures are used as a basis for the first time, starting
from the time of the last possible rent change in each instance.
The cost-of-living clause, as agreed above, requires the approval of
the Landeszentralbank [central state bank]. The Lessor will obtain
this approval.
If the agreed cost-of-living clause is not approved, both parties to
the agreement undertake to replace the agreed cost-of-living clause
with a different cost-of-living clause that can be approved or does not
require approval, and which most closely approximates the economic
intent aimed at with the agreed cost-of-living clause.
(3) In addition to the rent in the amount as indicated above, the
Lessee must pay all the public charges, fees, and other charges
on the leased properties, the premiums for insurance, as well as
all usage-dependent costs such as those for water, electricity,
heating fuel, etc.
(4) The rent is due no later than the 15th of each month, for the month
in question, payable to an account indicated by the Lessor.
Section 16
(1) This lease agreement enters into effect when the agreement between
Xxxxxx-Xxxxxx AG and the main shareholder of the Lessee, Xx. Xxxx
Xxxxxx, concerning 75% of the shares of the Lessee, goes into effect.
(2) The agreement continues until July 31, 2017.
(3) However, the Lessee can terminate the lease agreement in writing, with
a notice period of two calendar years, effective at the end of a
calendar year, in each instance, but no earlier than 12/31/96.
(4) The Lessor can terminate the lease agreement for serious grounds.
Serious grounds exist if
The Lessee is in arrears with more than two months' rent and the
Lessor has announced termination of the lease after default of the
second month's rent has occurred, setting an additional time limit
of ten days. In case of differences of opinion between the parties
concerning the justification of a requested rent change, the
default must relate at least to those amounts that the Lessee had
to pay before the request for a change was made. Notice of
termination becomes ineffective if the amount in arrears has been
received in the Lessor's account within five working days after
receipt of the notice of termination.
The Lessee has seriously violated other contractual obligations,
and has not stopped these violations within a reasonable notice
period, and if the Lessor no longer can be expected to adhere to
the agreement. In this case, the Lessor must observe a notice
period of six months.
(5) Notices of termination pursuant to the above provisions can be
restricted by the parties to one of the two leased properties,
individually, where in deviation from Para. (3), the Lessee can give
notice of one year, effective at the end of the calendar year, with
regard to the property in Kempfenhausen (see 6.2), but no earlier than
12/31/93. If the reasons for termination as mentioned above only
relate to one of the leased properties, individually, the Lessor's
right to issue a notice of termination is restricted to the properties
in question.
Section 17
1. Upon termination of the lease agreement, the Lessee is obligated to
return the premises, utilized areas, and outdoor facilities in a clean
condition, ready for use. Damage caused by disassembly or removal of
equipment and fixtures, or in similar manner, must be repaired by the
Lessee at its own expense; in this regard, the Lessee must restore the
former state at its own expense.
2. A record concerning return of the leased premises must be drawn up.
This return record must specifically list
a) what defects were found in the lease premises,
b) what fixtures must still be removed by the Lessee,
c) what work must still be performed to restore the contractual
conditions.
3. No later than six months before termination of the lease relationship,
the lease premises must be inspected by both parties jointly; during
this inspection, the determinations that must be recorded in the return
record, pursuant to the above provision, must be made. The work
necessary to restore the contractual conditions must be carried out no
later than by the end of the lease relationship.
Section 18
Changes in or additions to this agreement must be made in writing. There are
no oral arrangements between the parties.
This agreement replaces the lease and business use agreement dated 12/20/83,
along with its amendments, and any other earlier agreements between the
parties with regard to the leased properties.
With regard to the property at Moosstr. 6, the two previous lease agreements
remain in effect. The Lessor agrees that the Lessee enters into the lease
agreement dated 1/2/91, to replace B + B Lasertechnik GmbH.
The Lessor undertakes to have an easement with regard to the property at
Moosstr. 6, in accordance with the condition imposed in the construction
permit relating to the property at Petersbrunnerstr. 1 b, and to rent the
Lessee parking spaces at reasonable terms, if necessary.
Section 19
If any provision of this agreement proves to be invalid, the other provisions
remain in effect. Invalid provisions must be replaced by legally valid
provisions that most closely approximate the function and content of the
invalid provision, taking the presumable intent of the parties into
consideration.
Section 20
The courts with jurisdiction for Starnberg have jurisdiction for all disputes
resulting from this agreement.
Starnberg, 11/5/92
Xxxx Xxxxxx Lasertechnik GmbH Xxxx Xxxxxx Laser Leasing
[signature] [signature]
ADDENDUM TO THE LEASE AGREEMENT DATED 11/5/92
between
Xx. Xxxx X. Xxxxxx, Starnberg,
- Lessor -
and
Xxxx Xxxxxx Lasertechnik GmbH, Starnberg,
- Lessee -
Addendum to Section 6
6.3 Storage area for wood packaging
The Lessee must pay the following rent for the storage area for wood
packaging that it built at the rear of the commercial building:
DM 250.00 per month,
payable effective 3/1/96.
Value-added tax in the statutory amount is added to the aforementioned
amount.
Starnberg, 2/13/96
Xxxx Xxxxxx Lasertechnik GmbH Xxxx X. Xxxxxx
[signature] [signature]
