Exhibit 10.2
LEASE AGREEMENT
between
XXXXXXXXX XX
Xxx Xxxxxxxxxx 0-0
0000 Xxxxxxxx
(hereinafter the "Lessor")
and
RBC XXXXXXXXX XX
Xxx xx xx Xxxxxxxxxx 0
0000 Xxxxxxxx
(hereinafter the "Lessee")
(hereinafter together the "Parties/Party")
regarding
THE SITE ON RUE DE LA BLANCHERIE 9, IN 2800 DELeMONT
(hereinafter the "Lease Agreement")
1. LEASE OBJECT
The "Lease Object" are the entire premises of Xxxxxxxxx XX at Xxx xx xx
Xxxxxxxxxx 0, xx 0000 Xxx0xxxx, including all manufacturing and offices
facilities and all park fields. (A site map is enclosed as Appendix 1 hereto.)
2. TERM OF THE LEASE
The lease shall start on December 13, 1999 for a fix initial term until 31.
December 2009.
3. OPTIONS
Lessee shall have two options to extend this Lease Agreement for two terms of
five years each.
Lessee shall give written notice to Lessor of the use of such option twelve
months in advance. Therefore Lessee shall notify Lessor by December 31, 2008 if
Lessee wants to make use of its first option and Lessee shall notify Lessor by
December 31, 2013 Lessee wants to make use of its second option.
4. REGISTRATION
Lessor herewith consents that Lessee will register (vormerken) this Lease
Agreement in accordance with art. 216 III OR, 261 (b) OR and 959 ZGB.
5. LEASE
The annual lease for the Lease Object shall be:
Calendar Year Amount In CHF
------------ -------------
2000 800'000
2001 822'000
2002 844'500
2003 866'500
2004 989'000
2005 911'500
2006 933'500
2007 956'000
2008 978'500
2009 1'000'000
The above amounts do not include VAT.
The lease shall be paid in quarterly installment. The installments shall be due
monthly in advance.
The lease for the time period as of December 13, 1999 until December 31, 1999
shall be free of charge for Lessee.
There is not deposit to be paid for the lease. Clause 11 of Appendix 2 shall not
be applicable.
6. MODIFICATION OF LEASE
The lease applicable for the term of the options according to clause 3
hereinabove shall be mutually agreed by the Parties. Clause 6 of Appendix 2
shall not apply. There is no reserve according to clause 17 of Appendix 2.
7. RIGHT OF FIRST REFUSAL
The Lessee shall have the first right to purchase the Lease Object. Lessor shall
not sell the Lease Object prior to notify its intention to sell to Lessee. Such
notification shall name the purchase price. If Lessee, within thirty days after
having been notified, does not declare his intention to buy the Lease Object,
Lessor may sell the Lease Object within one year after notification to Lessee,
however, for a price not lower than the price notified to Lessee. If Lessee does
not answer to a notification received from Lessor, this shall be deemed to be a
refusal to buy the Lease Object.
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The same right of first refusal shall apply if Lessor intends to assign the
Lease Object free of charge. However, Lessee shall not be entitled to obtain the
Lease Object free of charge. In such case, the purchase price for the Lease
Object shall either be mutually agreed between the parties or by a third party
mutually agreed by the parties or, in the absence of such agreement, by a third
party to be designated by the president of the Swiss association of owners of
real estate (Schweizerischer Hauseigentumer Verband).
8. ADDITIONAL COST ACCORDING TO CLAUSE 5 OF APPENDIX 2
Lessee shall pay the cost for electricity directly.
For all other additional cost according to clause 5 of Appendix 2, Lessee shall
pay to Lessor an amount of CHF 17'000.-- monthly in advance.
Lessor shall make yearly accounts on such additional cost and submit it to
Lessee for review. Lessee shall be entitled to audit such accounts. The balance
resulting of the accounts as approved by the parties shall be paid by the owing
party within 20 days after approval of such accounts.
9. TAKE OVER PROTOCOL AND MODIFICATIONS OF THE LEASE OBJECT
The Parties agree to set up a take over protocol for the Lease Object during
January 2000.
Lessee shall have no obligations to put the Lease Object back into original
condition when handing the Lease Object back to the Lessor upon termination of
this Lease Agreement and clause 8.2.2 of Appendix 2 shall not apply. Lessee
shall only be obliged to remove all machinery and equipment and all furniture
and computer installations from the Lease Object and to hand over the Lease
Object empty, and reasonably clean (besenrein). Lessor is aware of the fact that
upon termination of the Lease Agreement and upon moving out there will be major
reconstruction and redecoration work to be performed.
The Lease Object can be used for all activities of Lessee. Lessor, however,
shall not be under any obligation to reinforce the buildings of the Lease
Object, except for reinforcement required due to maintenance.
Modifications of the Lease Object by Lessor according to clause 8.1 of Appendix
2 shall require Lessees prior consent.
10. PANELS
Lessee shall be entitled to fix panels to the outside of the buildings of the
Lease Object ac-cording to his sole an free discretion, however, within the
limits of the applicable laws and regulations, but with no prior consent of
Lessor being required.
11. GENERAL TERMS AND CONDITIONS
In addition to the above provisions, which shall supersede and overwrite any
provisions to the contrary, the general terms and conditions as per Appendix 2
shall apply.
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12. GOVERNING LAW
This Lease Agreement shall be subject to the Swiss Federal Code of Obligations,
art. 253 ff.
Zurich, ____________
Xx. Xxxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxx
----------------------- ------------------------
Xxxxxxxxx XX RBC Xxxxxxxxx XX
Appendix 1 Site Map to be provided by Lessor by December 31, 0000
Xxxxxxxx 2 Bail a xxxxx bernois pour locaux commerciaux (Association des
proprietaires foncier du canton de Berne)
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