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EXHIBIT 10.1
LEASE AGREEMENT
between
the company GRUNDBESITZVERWALTUNGSGESELLSCHAFT MAY-GESKE PETER-MAY-STRA(BETA)E I
GESELLSCHAFT BURGERLICHEN RECHTS MIT BESCHRANKTER HAFTUNG
- hereinafter "Lessor" -
and
the company MAY VERPACKUNGEN GMBH & CO. KG represented by MAY Verpackungen
Verwaltung GmbH, this in turn represented by its managing director Mr Jurgen May
- hereinafter "Lessee" -
PREAMBLE:
The Lessor is owner of the business premises registered at the Local Court of
Liblar in Bruhl, sheet no. 6434, floor 1 plots 296, 297, 298, 299, 300, 301 and
302. The real property has been built upon with a storage facility of 13,770
m(2).
SECTION 1
OBJECT OF THE LEASE AGREEMENT
1. The Lessor leases to the Lessee the storage and other areas outlined [in
color] on the site-plan enclosed as ANNEX 1. The Lessor allows the Lessee
to use the driveway to the leased areas free of charge. The Annex is a
component of this agreement. In total, the leased area amounts to 22,582
m(2) aT the time of contractual conclusion.
2. The Lessee is aware of the condition of the leased object and acknowledges
the condition as being in compliance with the contractually agreed terms.
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SECTION 2
PURPOSE OF THE LEASE
1. The lease is for the purpose of using the premises by the Lessee for the
storage of packaging materials.
2. Changes to the purpose of the usage of the premises require the prior
written approval of the Lessor.
3. The Lessee shall be responsible for fulfilling the relevant statutory and
official regulations relating to the business operations and shall adhere
to all statutory provisions and guidelines. This includes, in particular,
the provisions relating to fire protection.
SECTION 3
1. The lease begins on January 1, 2000 and shall be concluded for a fixed
term ending January 1, 2020. After the end of the lease period the Lessee
shall have the right to prolong the lease for an additional five-year-term
with written notification to the Lessor that has to be received by the
Lessor 12 months prior to the end of the lease, at the latest. The option
to extend the lease agreement may be utilized once more after termination
of prolonged term with the same notification period.
2. The lease agreement shall terminate automatically upon termination of the
lease agreement between the Lessee and May Grundbesitz GmbH & Co. KG
concluded on the day of signature of the agreement enclosed as ANNEX 2.
3. The Lessor can terminate the lease agreement for cause with immediate
effect in particular if,
- the Lessee is in default with more than three monthly rent payments
or
- insolvency or other judicial or extra-judicial proceedings serving
the regulation of debts have been initiated in respect of the
property of the Lessee or the Lessee has permanently ceased business
operations or its official permit has been withdrawn or withdrawal
is threatening for any reasons whatsoever or
- despite written warning, the Lessee contravenes essential provisions
of the lease agreement. Usage of lease object not in compliance with
this agreement, destruction of or severe harm to the lease object
shall be considered in particular a violation of the principal
conditions stated in this lease agreement.
The Lessee shall be liable to the Lessor for failure of rent payments, ancillary
costs and other performances.
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4. Upon the expiry of the term of lease, Sec. 568 BGB shall not be applicable
for either party.
5. In the event of complete or predominant destruction of the lease object
not covered under any insurance policy of the Lessor, the Lessor shall not
be responsible for any duty to restore the lease object to its previous
state. Upon prior written consent of the Lessor, who may only insert an
objection in the event of an important reason, the Lessee has the right to
restore at its own expense the lease object as soon as possible. Given
such a case, the lease charges shall be re-negotiated by both parties in
due time. Each party shall suggest an adjusted amount for lease charges.
Should no agreement be met, the Chamber of Commerce and Industry shall
appoint an expert official, who acting as arbitrator will determine the
adjusted amount of lease charges. The costs arising from such arbitration
will be bore equally by both parties.
SECTION 4
1. The monthly rent amounts to DM 78,000.
In addition, the Lessee shall pay sales tax in the applicable amount.
Should a new measurement of the lease object prove a deviation in the
number of m(2) of the lease object as stated in ss. 1 Sec. 1, the amount
OF rent shall be modified accordingly.
2. The rent shall be due one month in advance and must have been paid into an
account specified by the Lessor on the fifth working day free of charge
for the Lessor.
3. Should the cost of living index of a 4-person employee household with
average income (basis 1991 = 100) established by the Federal Office for
Statistics or a replacement authority change by more than 10 % as compared
to the situation at the time of concluding this agreement, the rent agreed
in this agreement will automatically be adjusted by the same percentage
without any action on the part of the contractual parties. Also after an
adjustment in the amount of rent in accordance with the above paragraph,
the adjusted amount of rent will once again automatically change without
any action on the part of the contractual parties as soon as the cost of
living index described above deviates by at least a further 10% from the
figures decisive for the preceding change. Calculation of the new amount
of rent shall always begin with the amount of rent most recently in effect
after reaching the 10% limit. If this rent adjustment clause is subject to
the approval of the Federal Office for Economy (Bundesamt fur Wirtschaft),
the contractual parties shall submit to the decision of this office.
Should the Federal Office not approve this value adjustment clause for
Economy, the contractual parties shall both consent to a valid formula for
calculating the rent adjustment in accordance with the above agreement.
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SECTION 5
1. All operating costs within the meaning of Annex 3 to Sec. 27 of the Second
Calculation Ordinance (Berechnungsverordnung) as well as for separate
service agreements in existence for the supply area (gas, electricity and
drinking water supply) and for the removal of waste water, which are to be
concluded, are covered by the present lease agreement and its concluded
separate service agreements for gas, electricity and drinking water and
for the removal of waste water between May Grundbesitz GmbH & Co. KG and
the Lessee for the premises located at Peter-May-Stra(beta)e 45 in
Erfstadt-Kottingen registERED in the land register of Erfstadt, sheet no.
0997, plot 1,4,5. Should the lease agreement lose its effectiveness, the
parties are obliged to renegotiate operating costs to be born by the
Lessee. Should no agreement be met on the amount of operating costs or on
the conclusion of separate service agreements, then the amount shall be
determined by an expert official appointed by the Chamber of Commerce and
Industry. The Lessor is obliged to provide the Lessee with access to all
supply lines, including gas, electricity, and water lines.
Furthermore, the Lessee shall also bear the ancillary costs arising on its
part of the real property (especially ground tax, property insurance, care
of property/winter service, general administration of the real estate,
security guard service, etc.). A list of the ancillary costs is enclosed
as ANNEX 3. The Annex is a component of this agreement. At the moment,
ancillary costs amount to a monthly flat rate of DM 6,000. Furthermore,
the Lessee is obliged to pay the sales tax in the applicable amount. The
code key listed in the Annex for the calculation of each ancillary cost
has not been determined. Should the code key undergo any changes, the
Lessor maintains the right to adjust the ancillary costs accordingly.
2. Should public duties relating to the lease object be increased or
introduced after contractual conclusion, the Lessee is obliged to pay the
corresponding additional amount as of the date at which they come into
existence.
3. Monthly advance payments of DM 6,000 are to be made towards ancillary
costs, which shall be calculated in an annually issued invoice. Once per
year, the Lessor is entitled to adjust the amount of advance payments to
reflect any increase in the operating costs.
4. Ancillary costs have to be accounted annually.
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SECTION 6
SET-OFF, LIEN, DAMAGES
1. The Lessee can only set off claims against the rent and ancillary cost
claims of the Lessor if such claims are undisputed or have been determined
with res judicata effect. Furthermore, it can only assert a lien in
respect of such claims.
2. The assertion of damages claims by the Lessee on account of a defect of
the lease object or due to a default on the part of the Lessor in removing
the defect is excluded to the extent that the defect was not caused by the
Lessor intentionally or with gross negligence.
SECTION 7
1. The Lessee shall treat the lease object with due care. It shall carry out
decorative repairs at its own expense at appropriate intervals.
Furthermore, the Lessee shall bear costs for routine maintenance and
repair of the interior of the lease object.
2. Furthermore the Lessee shall bear the costs of maintaining and repairing
the exterior walls and roof of the leased object:
- heating and ventilation equipment,
- other miscellaneous equipment belonging to the lease object and
technical installations including shafts for cables and wiring
- permanent exterior equipment.
6. The Lessor shall bear the following costs of maintaining and repairing the
outside walls and roof of the leased object:
- building constructions,
- roofing,
- lightening protection equipment.
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SECTION 8
The Lessee is only entitled to carry out structural changes to the leased object
(fittings, installing and changing boilers, installations, conversions, etc.)
with the prior written consent of the Lessor, which shall not be unreasonably
withheld. With prior consent of the Lessor, the Lessee shall be responsible for
obtaining any construction permits as well as other necessary permits, and with
respect to the measures to be carried out shall bear the costs of maintaining
the object and removing all hazards as well as the risk of any damages.
SECTION 9
The Lessee shall take out sufficient insurance policies for the buildings and
inventory belonging to the lease object, as well as an operating liability
insurance policy for personal and property damage. Should an insurance policy be
held in the name of the Lessor as owner for legal reasons, the Lessee remains
obliged to make premium payments.
SECTION 10
1. The Lessee shall be responsible for keeping the entire lease object clean
and tidy with the exception of driveways and walkways leading to and
within the lease premises.
2. Internally, the Lessee shall assume the duty to provide safety on the
premises with respect to the entire lease object including the buildings
and parts of buildings established after contractual conclusion. The
Lessee shall indemnify the Lessor against any claims of third parties
asserted against the Lessor on account of a violation of its duty to
maintain safety on the premises.
SECTION 11
Upon termination of the lease agreement, all leased areas shall be cleared and
returned in an orderly condition after the necessary interior decorative repairs
have been carried out. Any structural changes carried out to the lease object
shall remain after termination of the lease agreement given the Lessor and
Lessee both consented to the structural changes. The Lessee shall not receive
any compensation in this respect.
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SECTION 12
The Lessee shall not be entitled to sublease the lease object or transfer it for
use in any other way in whole or in part unless the Lessor has given its prior
written consent. The Lessor may refuse its consent only in the case of important
reason in relation to the third party. An important reason within this meaning
is, in particular, if the third party, either a natural person or a legal
entity, is a competitor of the business operations of the Lessor. Subleasing by
the Lessee to companies belonging to the US Can Group shall not require the
Lessor's prior consent.
SECTION 13
1. The Lessee shall be liable to the Lessor for damages caused by the Lessee,
its employees and workers, as well as craftsmen, subleasees, visitors,
suppliers, customers and other associated persons of or in the lease
object. In particular, the Lessee shall be liable for damages arising due
to an unprofessional treatment of the energy and water supplies as well as
water, environment and ground contamination. The Lessee will be liable
irrespective of any culpable behavior by the party causing the damage.
3. The Lessee shall also be liable to the Lessor for damages caused by
itself, its employees and workers, its craftsmen, sublessees, visitors,
suppliers, customers and other associated persons of neighboring property,
including the buildings and objects to be found on this property,
irrespective of any culpability on the part of the Lessee. Should the
Lessor be liable for such damage in its capacity of owner of the property,
the Lessee shall indemnify the Lessor against all damages claims asserted
against it.
SECTION 14
With prior notification to the Lessee, the Lessor or an agent of the Lessor
shall be entitled within the purpose of this agreement to enter the leased
object during usual business hours in order to control compliance with
obligations under this lease agreement by the Lessee. In the event of imminent
danger the Lessor shall be entitled to enter the leased object at any time.
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SECTION 15
1. At the Lessor's request, the Lessee is obliged to provide for all payment
obligations arising from this lease agreement a written, unlimited,
irrevocable, absolute bank guarantee of a Sparkasse (savings bank) or
major German bank, which shall be the Lessee's main duty arising from this
agreement. The guarantee shall be issued in the amount of 3 monthly rent
payments plus advance payments towards ancillary costs and sales tax, and
is to be presented to the Lessor within three months of the request in
accordance with sentence 1.
The leased premises can only be transferred to the Lessee after provision
of the guarantee. If the monthly payment obligations of the Lessee are
increased, the Lessor can request a corresponding increase in the security
payment.
2. The guarantee is to be returned by the Lessor after termination of the
lease agreement and once the Lessee has left the property given the Lessee
has fulfilled all obligations arising from this lease agreement.
3. The Lessee shall notify the Lessor in due time of any changes in its
belonging to the US Can Group or of any changes in its majority
shareholding. Should the Lessor consider the credit standing of the Lessee
to be limited subsequent to such a change, the Lessor maintains the right
to require additional securities to ensure the fulfillment of payment
obligations arising from this lease agreement.
SECTION 16
This agreement applies with respect to and against the legal successors of both
parties.
SECTION 17
Place of fulfillment for all obligations arising from this agreement and venue
shall be the location of the lease object.
SECTION 18
1. No oral agreements have been made.
2. Changes and supplements to this agreement require written form. This also
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applies with respect to a change to this written form clause.
3. Should one or several provisions of this agreement be or become entirely
or partly invalid, this shall not affect the remaining provisions which
shall remain in full force and effect. The parties undertake to agree on a
provision coming as close as possible to the original intention of the
parties from an economic point of view.
, den
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May-Geske May Verpackungen
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LEASE AGREEMENT
between
the company MAY GRUNDBESITZ GMBH & CO. KG, represented by MAY
Grundbesitzverwaltung GmbH, this in turn represented by its managing directors
Mr Thomas May and Mr Klaus Geske
- hereinafter "Lessor" -
and
the company MAY VERPACKUNGEN GMBH & CO. KG represented by MAY Verpackungen
Verwaltung GmbH, this in turn represented by its managing director Mr Jurgen May
- hereinafter "Lessee" -
PREAMBLE:
May Holding GmbH & Co. KG is owner of the business premises in
Erftstadt-Kottingen, Peter-May-Stra(beta)e 45, registered in the land register
of Liblar, Local Court of Bruhl, sheet no. 0997, floor 1, 4, 5. The ownership of
the lease object has been transferred from May Holding GmbH & Co KG to May
Grundbesitz GmbH & Co. KG effective December 30, 1998. Registration with the
land registry of the transfer of ownership has been granted and applied for. The
real property has been built upon with office buildings, production halls and
storage facilities.
SECTION 1
OBJECT OF THE LEASE AGREEMENT
1. The Lessor leases to the Lessee the production, storage, office,
laboratory and other areas outlined [in color] on the site-plan enclosed
as ANNEX 1. The Annex is a component of this agreement. In total, the
leased area amounts to 37,493.60 m(2) at the time of contractual
conclusion. The Lessor allows the Lessee to use free of charge driveways
leading to the lease object listed in the Annex as well as any new
driveways to be built after conclusion of this lease agreement.
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2. The Lessor grants the Lessee the proportional use of the total 470-500
parking spaces within the plant's premises. The proportion of parking
spaces granted to the Lessee corresponds to the percentage of the total
number of May Verpackungen GmbH & Co. KG employees on the leased area,
which shall never exceed 50%. The number of parking spaces granted to the
Lessee shall reflect changes in the total number of May Verpackungen GmbH
& Co. KG employees, which constitutes the proportion of the total number
of all employees on the leased area, which shall not exceed 50%. Such
adjustment shall occur annually and shall be in effect as of January 1 of
the calendar year. The basis for such an adjustment shall be the number of
workers employed on December 31 of the respective previous calendar year.
In creating the basis for the percentage of the number of employees of May
Verpackungen GmbH & Co. KG to the total number of employees on the leased
area, which for example if consisted of 47.8%, the Lessee would be granted
225 - 239 parking spaces. The Lessee does not have the right to claim or
restrict certain parking spaces for its own use.
3. The Lessee has the right to use the kitchen and sanitary installations
located presently in the administration building insofar the office spaces
leased to the Lessee are not furnished adequately and thus hinder the
Lessee in its conducting of business. With prior notice the Lessee is
entitled to shared use of the conference room located centrally on the
first floor above ground level with the Lessor under the previously
applicable conditions insofar the usage of the meeting room by the Lessor
or a company of the May Group is not intended for the relevant time
period. For future redistribution of office spaces within the same
buildings, the Lessor and the Lessee agree to provide lockable spaces for
each party and each office unit providing the aforementioned facilities.
4. The Lessee has the right to use the gas station located on the business
premises for its company vehicles. Current gasoline prices shall apply.
The Lessor maintains the right to close the gasoline station at any time
or to change usage thereof.
5. Security guards and reception staff in the administration building shall
be employed jointly by the Lessor and the Lessee. The Lessee is entitled
to usage of services by security guards located at the main entrance of
the plant's premises. The Lessor is not obliged to maintain the service of
the security guard staff nor of the reception staff during the course of
this lease agreement. The Lessee has the right to maintain at its own
expense security guard services upon their suspension.
6. The Lessee has the right to use the forecourt of the business premises and
to install flags and signs carrying its name and trademark to the same
extent as the Lessor insofar the rights of the Lessor and other lessees
located in the same business area have not been impaired. Upon request by
the Lessor the Lessee is obliged to remove such company advertisements
after termination of this lease agreement. The Lessee shall be liable for
all visible and invisible damages arising from the installation or removal
of company advertisements.
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7. The Lessee is aware of the condition of the leased object and acknowledges
the condition as being in compliance with this lease agreement.
8. Upon designing the lobby of the administration building the Lessor will
take into account the business interests of the Lessee.
SECTION 2
PURPOSE OF THE LEASE
1. The lease is for the purpose of using the premises within the scope of the
present business objectives of the Lessee.
2. Changes to the purpose of the lease require the prior written approval of
the Lessor.
3. The Lessee shall be responsible for fulfilling the relevant statutory and
official conditions relating to the business operations and shall adhere
to all statutory provisions and guidelines. This includes, in particular,
the provisions relating to fire protection.
SECTION 3
DURATION OF THE AGREEMENT
1. The lease begins on January 1, 2000 and shall be concluded for a fixed
term ending January 1, 2020. After the end of the lease period the Lessee
shall be entitled to prolong the lease for an additional five-year-term
with written notification to the Lessor that has to be received by the
Lessor 12 months prior to the end of the lease, at the latest. The option
to extend the lease agreement may be utilized once more after termination
of prolonged term with the same notification period.
2. The lease agreement shall terminate automatically upon the termination
date of the concluded lease agreement between the Lessee and
Grundbesitzverwaltungsgesellscahft May-Geske Peter-May-Stra(beta)e I
Gesellschaft burgerlichen Rechts concluded on the day of signature of this
agreement enclosed as ANNEX 2.
3. The Lessor can terminate the lease agreement for cause with immediate
effect in particular if,
- the Lessee is in default with more than three monthly rent
payments or
- insolvency or other judicial or extra-judicial proceedings
serving the regulation of debts have been initiated in respect
of the property of the Lessee or the Lessee has permanently
ceased business operations or its official permit has been
withdrawn or withdrawal is threatening for any reasons
whatsoever or
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- despite written warning, the Lessee contravenes essential
provisions of the lease agreement. Usage of lease object not
in compliance with this agreement, destruction of or severe
harm to the lease object shall be considered a violation of
the principal conditions stated in this lease agreement.
The Lessee shall be liable to the Lessor for failure of rent payments,
ancillary costs and other performances.
4. Upon the expiry of the term of the lease, Sec. 568 BGB shall not be
applicable for either party.
5. In the event of complete or predominant destruction of the lease object
not covered under any insurance policy of the Lessor, the Lessor shall not
be responsible for any duty to restore the lease object to its previous
state. Upon prior written consent of the Lessor, who may only insert an
objection in the event of an important reason, the Lessee has the right to
restore at its own expense the lease object as soon as possible. In the
event that the lease object has been restored, the lease charges shall be
re-negotiated by both parties in due time. Each party shall suggest and
agree on an adjusted amount for lease charges. Should no agreement be met,
the Chamber of Commerce and Industry shall appoint an expert official, who
acting as arbitrator will determine the adjusted amount of lease charges.
The costs arising from such arbitration will be bore equally by both
parties.
SECTION 4
RENT
1. The monthly rent amounts to DM 211,529.68.
The rent to be paid for the individual areas is enclosed in ANNEX 3. In
addition, the Lessee is to pay sales tax in the applicable amount. Should
a new measurement of the lease object prove a deviation in the number of
m(2) of the lease object as stated in Sec. 1 No 1, the amount of rent
shall be modified accordingly.
2. The rent shall be due one month in advance and must have been paid into an
account specified by the Lessor on the fifth working day free of charge
for the Lessor.
3. Should the cost of living index of a 4-person employee household with
average income (basis 1991 = 100) established by the Federal Office for
Statistics or a replacement authority change by more than 10% as compared
to the situation at the time of concluding this agreement, the rent agreed
in this agreement will automatically be adjusted by the same percentage
without any action on the part of the contractual parties. Also after an
adjustment in the amount of rent in accordance with the above paragraph,
the adjusted amount of rent will once again automatically change without
any action on the part of the contractual parties as soon as the cost of
living index described above deviates by at least a further 10% from the
figures decisive for the preceding
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change. Calculation of the new amount of rent shall always begin with the
amount of rent most recently in effect after reaching the 10% limit. If
this rent adjustment clause is subject to the approval of the Federal
Office for Economy (Bundesamt fur Wirtschaft), the contractual parties
shall submit to the decision of this office. Should the Federal Office not
approve this value adjustment clause for Economy, the contractual parties
shall both consent to a valid formula for calculating the rent adjustment
in accordance with the above agreement.
SECTION 5
ANCILLARY COSTS
1. The Lessee shall bear all operating costs within the meaning of Annex 3 to
Sect. 27 of the Second Calculation Ordinance (Berechnungsverordnung).
Separate service agreements exist for the supply area (gas, electricity
and drinking water supply) and for wastewater removal. The Lessor shall
ensure the Lessee access to all supply lines. Furthermore, the Lessee
shall bear ancillary costs arising on its part of the real property,
especially ground tax, property insurance, care of property/winter
service, general administration of the real estate, security guard
service, etc. The Lessee shall bear the sales tax in the applicable
amount. A list of the ancillary costs is enclosed as ANNEX 4. The Annex is
a component of this lease agreement. The code key listed in the Annex for
the calculation of each ancillary cost has not been determined. Should the
code key undergo any changes, the Lessor maintains the right to adjust the
ancillary costs accordingly.
2. Should public duties relating to the lease object be increased or
introduced after contractual conclusion, the Lessee is obliged to pay the
corresponding additional amount as of the date at which they come into
existence.
3. Operating costs and ancillary costs are to be settled and invoiced on a
monthly basis. As stated in paragraph 4 of this clause these settlements
are advance payments of the annual settlement and invoicing. The Lessor
maintains the right to an annual adjustment in the amount of the monthly
settlement to reflect a possible change in the operating costs and
ancillary costs. The Lessee maintains the right to inspect documents
relevant to the settlement.
4. Ancillaries have to be accounted annually.
SECTION 6
SET-OFF, LIEN, DAMAGES
1. The Lessee can only set off claims against the rent and ancillary cost
claims of the Lessor if such claims are undisputed or have been determined
with res judicata effect. Furthermore, it can only assert a lien in
respect of such claims.
2. The assertion of damage claims by the Lessee on account of a defect of the
lease object or due to a default on the part of the Lessor in removing the
defect
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is excluded to the extent that the defect was not caused by the Lessor
intentionally or with gross negligence.
SECTION 7
INTERIOR DECORATIVE REPAIRS, MAINTENANCE AND REPAIR
1. The Lessee shall treat the leased object with due care. It shall carry out
decorative repairs at its own expense at appropriate intervals.
Furthermore, the Lessee shall bear costs for the routine maintenance and
repair of the interior of the lease object.
2. Furthermore the Lessee shall bear the following costs of maintaining and
repairing the outside walls and roof of the leased object:
- heating and ventilation equipment,
- other miscellaneous equipment belonging to the lease object and
technical installations including shafts for cables and wiring
- permanent exterior equipment.
3. The Lessor shall bear the costs of maintaining and repairing the exterior
walls and roof of the leased object:
- building construction,
- roofing,
- lightening protection equipment.
SECTION 8
STRUCTURAL CHANGES BY THE LESSEE
The Lessee is only entitled to carry out structural changes to the leased object
(fittings, installing and changing boilers, installations, conversions, etc.)
with the prior written consent of the Lessor, which shall not be unreasonably
withheld. With prior consent of the Lessor, the Lessee shall be responsible for
obtaining any construction permits as well as other necessary permits, and with
respect to the measures to be carried out shall bear the costs of maintaining
the object and removing all hazards as well as the risk of any damages.
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SECTION 9
INSURANCE
The Lessee shall take out sufficient insurance policies for the buildings and
inventory belonging to the lease object, as well as an operating liability
insurance policy for personal and property damage. Should an insurance policy be
held in the name of the Lessor as owner for legal reasons, the Lessee remains
obliged to make premium payments.
SECTION 10
DUTY TO MAINTAIN SAFETY ON THE PREMISES
1. The Lessee shall be responsible for keeping the entire lease object clean
and tidy with the exception of driveways and walkways leading to and
within the lease premises.
2. Internally, the Lessee shall assume the duty to provide safety on the
premises with respect to the entire lease object including the buildings
and parts of buildings established after contractual conclusion. The
Lessee shall indemnify the Lessor against any claims of third parties
asserted against the Lessor on account of a violation of its duty to
maintain safety on the premises.
SECTION 11
RETURN OF THE LEASED PREMISES
Upon termination of the lease agreement, all leased areas shall be cleared and
returned in an orderly condition after the necessary interior decorative repairs
have been carried out. Any structural changes carried out to the lease object
shall remain after termination of the lease agreement given the Lessor and
Lessee both consented to the structural changes. The Lessee shall not receive
any compensation in this respect.
SECTION 12
SUBLEASING
The Lessee shall not be entitled to sublease the lease object or transfer it for
use in any other way in whole or in part unless the Lessor has given its prior
written consent. The Lessor may refuse its consent only in the case of important
reason in relation to the third party. An important reason within this meaning
is, in particular, if the third party, either a natural person or a legal
entity, is a competitor of the business operations of the Lessor. Subleasing by
the Lessee to companies belonging to the US Can Group shall not require the
Lessor's prior consent.
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SECTION 13
DAMAGES
1. The Lessee shall be liable to the Lessor for damages caused by the Lessee,
its employees and workers, as well as craftsmen, subleasees, visitors,
suppliers, customers and other associated persons of or in the lease
object. In particular, the Lessee shall be liable for damages arising due
to an unprofessional treatment of the energy and water supplies as well as
water, environment and ground contamination. The Lessee will be liable
irrespective of any culpable behavior by the party causing the damage.
1. The Lessee shall also be liable to the Lessor for damages caused by
itself, its employees and workers, its craftsmen, sublessees, visitors,
suppliers, customers and other associated persons of neighboring property,
including the buildings and objects to be found on this property,
irrespective of any culpability on the part of the Lessee. Should the
Lessor be liable for such damage in its capacity of owner of the property,
the Lessee shall indemnify the Lessor against all damages claims asserted
against it.
SECTION 14
ENTERING OF THE LEASE OBJECT BY THE LESSOR
With prior notification to the Lessee, the Lessor or an agent of the Lessor
shall be entitled within the purpose of this agreement to enter the leased
object during usual business hours in order to control compliance with
obligations under this lease agreement by the Lessee. In the event of imminent
danger the Lessor shall be entitled to enter the leased object at any time.
<PAGE> 18
SECTION 15
SECURITY MEASURES
1. At the Lessor's request, the Lessee is obliged to provide for all payment
obligations arising from this lease agreement a written, unlimited,
irrevocable, absolute bank guarantee of a Sparkasse (savings bank) or
major German bank, which shall be the Lessee's main duty arising from this
agreement. The guarantee shall be issued in the amount of 3 monthly rent
payments plus advance payments towards ancillary costs and sales tax, and
is to be presented to the Lessor within three months of the request in
accordance with sentence 1.
The leased premises can only be transferred to the Lessee after provision
of the guarantee. If the monthly payment obligations of the Lessee are
increased, the Lessor can request a corresponding increase in the security
payment.
2. The guarantee is to be returned by the Lessor after termination of the
lease agreement and once the Lessee has left the property given the Lessee
has fulfilled all obligations arising from this lease agreement.
3. The Lessee shall notify the Lessor in due time of any changes in its
belonging to the US Can Group or of any changes in its majority
shareholding. Should the Lessor consider the credit standing of the Lessee
to be limited subsequent to such a change, the Lessor maintains the right
to require additional securities to ensure the fulfillment of payment
obligations arising from this lease agreement.
SECTION 16
LEGAL SUCCESSOR
This agreement applies with respect to and against the legal successors of both
parties.
SECTION 17
PLACE OF FULFILLMENT AND VENUE
Place of fulfillment for all obligations arising from this agreement and venue
shall be the location of the lease object.
SECTION 18
MISCELLANEOUS
1. No oral agreements have been made.
<PAGE> 19
2. Changes and supplements to this agreement require written form. This also
applies with respect to a change to this written form clause.
3. Should one or several provisions of this agreement be or become entirely
or partly invalid, this shall not affect the remaining provisions which
shall remain in full force and effect. The parties undertake to agree on a
provision coming as close as possible to the original intention of the
parties from an economic point of view.
Erftstadt, Erftstadt,
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MAY Grundbesitz GmbH & Co. KG MAY Verpackungen GmbH & Co. KG
