Exhibit 10.12
*** Text Omitted and Filed
Separately
Confidential Treatment Requested
Under 17 C.F.R. §§
200.80(b)(4)
and 230.406
LEASE AGREEMENT entered into by and
between INDUSTRIAS ASOCIADAS MAQUILADORAS, S. A. de C. V.
(hereinafter referred to as IAMSA), herein represented by
Mr. Jaime Roberts Vildosola) and INDUSTRIAL VALLERA DE
MEXICALI, S. A. DE C. V., (hereinafter referred to as COMPANY),
herein represented by Mr. Sergio Tagliapietra Nassri, Legal
Representative, pursuant to the following RECITALS and
CLAUSES.
RECITALS
I.- IAMSA declares that:
A.- It is a Company organized and
existing under Mexican General Corporation Law, as per Public
Instrument No. 13,602 dated August 8, 1955, before Notary
Public Number One of the City of Mexicali, Baja California,
Attorney Macedonio R. Gutierrez, registered under number 2900,
pages 339, Volume XII, on November 3, 1955; this public
Instrument was later amended through other instruments, including
Public Instrument Number 229,855, dated August 14, 1987,
before Notary Public as Associate in Protocol of Notary Ten of the
Federal District, Attorney Francisco Lozano Noriega, wherein the
actual denomination of INDUSTRIAS ASOCIADAS MAQUILADORAS, S. A. DE
C. V. was adopted. IAMSA has as its corporate object the
development and operation of Industrial Parks in the City of
Mexicali, Baja California, Mexico, including that known as Las
Californias Industrial Park.
B. Mr. Jaime Roberts Vildosola
is its Legal Representative, as evidenced by in Public Instrument
No. 230,465, volume 8965, dated September 28, 1987,
executed before Attorney Francisco Lozano Noriega y Tomas Lozano
Molina, Notary Public No. 87 of Mexico City.
C. IAMSA’s registration number
at the Federal Registry of Tax Payers is:
IAM-870622-MF4.
D. The address at which it has its
principal place of business is Km. 10.5 on Highway to San Luis, Rio
Colorado, Sonora, Mexicali, Baja California, Mexico.
E. IAMSA has established the
“Palaco Industrial Park”, hereinafter referred to as
the Industrial Park, and more specifically shown described on
Exhibit “A”, which is attached hereto and made a part
hereof.
F. The parties desire to enter into
a lease regarding lot number 5, block number 3 & lot number 6
block East, with a total area of 20,892.22 square meters and a
portion of the building located at Calzada del Oro #2001 int. 5
Parque Industrial Palaco, Mexicali, B.C. Zip Code 21600. The
portion of the building which is subject of this Lease Agreement is
constructed as a basic shell with warehouse area of approximately
95,000 square feet, which consists of a portion of the warehouse of
the “Scotsdale” building module 5 with a total area of
17,000 square feet (see Exhibit “B”). This area
includes production & warehouse (14,000 s.f.), parking,
offices (1,500 s.f.), mezzanine (1,500 s.f.) and access to 2
loading docks. The property subject matter of this lease and the
improvements, together shall hereinafter be referred to as Leased
Property.
G. IAMSA has previously applied for
and obtained financial loans through Mexican and Foreign Banking
and Lending Institutions, with which funds, buildings and
improvements located in the Industrial Park, are being
constructed.
II.-COMPANY declares
that:
A. It is organized under the Mexican
General Corporation Law as per Public Instrument No. 22,079,
Volume 349 executed on June 30, 1982, before Attorney Fernando
Diaz Ceballos, Notary Public Number Four of the City of Mexicali,
Baja California, properly registered in the Public Registry of
Property and Commerce of this City of Mexicali, under number 2,039,
on August 30, 1982. Such document was amended by means of
Public Instrument Number 26,551, volume 511, dated January 8,
1987, before Attorney Eduardo Illades Villafana, Notary Public
Number Six of the City of Tijuana, Baja California, duly registered
in the Public Registry of Property and Commerce of this City of
Mexicali, Baja California, under number 5,339, pages 457, of volume
XIII, First Book, Commerce Section, that contains the change of
denomination to INDUSTRIAL VALLERA DE MEXICALI, S. A. DE C.
V.
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B. Mr. Sergio Tagliapietra Nassri verifies
his capacity as attorney-in-fact of COMPANY as per the Public
Instrument No. 28,902 Volume 552 executed on November 27,
1987, before Attorney J. Eduardo Illades Moreno, Notary Public No.
Six of the City of Tijuana, Baja California, properly registered in
the Public Registry of Property and Commerce.
C. Company’s registration
number at the Federal Registry of Taxpayers is
IVM-861027-KH1.
D. The address at which it has its
principal place of business is precisely the Leased Property
subject matter of this Agreement.
CLAUSES
I. SCOPE OF LEASE
AGREEMENT
On the express terms and conditions
set forth hereinafter, the scope of this Lease Agreement is as
follows: IAMSA hereby leases to COMPANY, and COMPANY hereby leases
from IAMSA the building in the Industrial Park as precisely
described in Exhibit “B”, referred to above, which is
attached hereto and made a part hereof, and the improvements as
more specifically described in Exhibit “C”.
It is expressly understood that
COMPANY enters this agreement with the intention of fabricating
“disposable medical products”.
II. CONSTRUCTION BY
IAMSA
A. All improvements to the Leased
Property have been constructed in accordance with specifications
approved by IAMSA and COMPANY.
B. IAMSA shall perform all future
improvements in accordance with all laws, ordinances, regulations,
and orders of governmental authorities, and the Industrial Park
Regulations which are attached hereto as Exhibit
“D”.
C. IAMSA will proceed diligently
with construction and completion of the improvements, so as to
allow the use of previously designated areas for the purposes
contemplated and in accordance with the Specifications.
D. COMPANY shall have the right to
require changes in the Specifications during the course of
construction provided that such changes do not unreasonably delay
completion of Improvements and provided that COMPANY reimburses
IAMSA upon demand for any additional costs incurred by IAMSA by
reason of changes required by COMPANY. COMPANY hereby waives the
right to object to any delay in completion caused by said changes
in Specifications.
E. The Leased Property shall be
considered ready for occupancy as of February 1
st
, 2001, on which date
COMPANY will be able to use the Leased Property for those purposes
previously contemplated and in accordance with the
Specifications.
IAMSA shall diligently complete or
repair, as soon as possible, any items or corrections not completed
when the Leased Property is ready for occupancy.
F. Upon prior written consent of
IAMSA, COMPANY may, at any time prior to the commencement of the
term hereof, at its sole risk, enter upon and install such trade
fixtures and equipment in the Leased Property as it may
elect.
G. IAMSA hereby acknowledges that
any and all construction improvements to be completed by IAMSA
hereunder, either during the pre-lease term of afterwards, either
with IAMSA’s employees or third parties contracted by IAMSA,
will be the sole responsibility of IAMSA and therefore guarantees
and warrants to COMPANY that such employees and third parties will
be in full compliance with all pertinent construction and Social
Security, tax, labor and other applicable Mexican laws and
regulations.
III. INSTALLATIONS BY
COMPANY
A. COMPANY may, at its expense,
install on the Leased Property, such trade fixtures, equipment and
furniture as it may deem necessary; provided that such items are
installed and are removable without damage to the structural
integrity of the Building and Improvements. Said trade fixtures,
equipment and furniture shall remain COMPANY’s property and
unless COMPANY is in default hereunder, shall be removed by COMPANY
upon expiration of the term hereof, or earlier termination of this
Lease. COMPANY may also install temporary improvements in the
interior of the Building, provided that such improvements are
installed and removed without damage to the structure of the
Improvements. COMPANY shall repair, at its sole expense, all damage
caused by the installation or removal of such trade fixtures,
equipment, furniture or temporary improvements.
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B. COMPANY shall perform all installations in
accordance with all laws, ordinances, regulations, orders of
government authorities, and the Industrial Park Regulations which
are attached hereto as Exhibit “D”.
IV. LEASE TERM AND COMMENCEMENT
DATE.
A.- Lease Agreement. Commencement
Date, February 1 st , year 2001 until January 31,
year 2006.
B.- Term.- The term of this Lease
shall be for five years, binding for the parties, commencing on the
date stated in item A) above, and shall end on the last day of the
last month of the 5 th year of the term, full lease year,
as said term is hereafter defined.
C. Lease Year. The term “Lease
Year” as used herein, shall mean a period of twelve
(12) consecutive full calendar months. The first Lease Year
shall begin on the date of commencement of the term hereof or at
occupancy of the Leased Property, if the date of commencement of
the term hereof shall occur on the first day of a calendar month;
if not then the first Lease Year shall commence upon the first day
of the calendar month following the date of commencement of the
term hereof.
D. Renewal of Lease Agreement. It is
understood that LESSEE shall have the right to extend the term of
this lease agreement after termination of the original term. LESSEE
shall notify LESSOR in writing, at least 180 days prior to the
termination of the original term, regarding it’s intention to
exercise this option. If no written notice is received prior to
such period, it is understood that the LESSEE has no intention to
renew the lease and consequently shall immediately proceed to
vacate the premises was stated hereunder. It is also agreed that
the payment rent during the first year of the extension period,
will be the same in force during the last year of the original
lease term, reflecting only the annual increasing as established in
Clause V, paragraph A of this lease agreement.
V. RENT.
A. Lease.- As fixed rent for the
Lease of the Leased Premises during the Lease Term hereof, COMPANY
shall pay to IAMSA the amount equivalent to […***…]
currency of the United States of America) equivalent to
[…***…] currency of the United States of America), plus
the Value Added Tax, per square foot per month for Module 5 (17,000
s.f.), payable precisely in such currency or its equivalent in
Mexican Currency at the rate of exchange prevailing at the time of
payment for the sale of dollars at Banco BITAL, Las Californias
Branch. Such amount shall be payable in advance on the first day of
each month, as of the first day of February of the year two
thousand and one, at the address of IAMSA. Said rent shall be
adjusted annually to reflect the increase of the Los
Angeles-Anaheim-Riverside Consumer Price Index on each anniversary
of the lease term.
B. Maintenance fee. COMPANY shall
pay a monthly maintenance fee for the building, which covers the
costs of landscaping, public lighting, street up-keep, security
guard, common area litter removal and external building
maintenance, at the rate of […***…] per square feet
plus the Value Added Tax, payable jointly with the monthly rent.
Such fee shall be adjusted annually to reflect the increase of the
Los Angeles-Anaheim-Riverside Consumer Price Index on each
anniversary of the lease term.
If such rent and maintenance fee are
not paid within (5) days after the first day of any given
month, it shall become delinquent and late payment penalty will be
applied of 5% of the monthly rent.
IAMSA and COMPANY hereby agree that
maintenance for specific equipment such as A/C units, compressors,
electrical transformers, will be COMPANY’s sole
responsibility. For such purpose, COMPANY will obtain a maintenance
policy covering said specific equipment property of IAMSA and
COMPANY shall assume all liabilities concerning it’s own
equipment. Further, COMPANY shall obtain an insurance on such
equipment and improvements property of IAMSA, in an amount
sufficient to provide for their replacement in the event of damage,
naming IAMSA as the beneficiary.
C. Notwithstanding the above
statements, COMPANY will pay the rent provided for in the above, at
the address of IAMSA as set forth in this Agreement, or at the
address of the banking financial institution or to any assignee of
IAMSA, as IAMSA may direct, under the terms of Clause XIII of this
Lease Agreement.
* Confidential Treatment
Requested
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D. Prorate.- The rent for any
partial month shall be prorated.
E. Liquidated Damages. Termination
by IAMSA of this Lease Agreement due to a default of COMPANY, prior
to or during the first six (6) months of the Lease Term, or
termination by COMPANY without cause, entitles IAMSA to apply as
liquidated damages all sums paid or deposited by COMPANY, as
prepaid rent or as a security deposit, in addition to any other
rights of IAMSA provided for herein.
F. Setoff. The payment of any rent
due under this Lease, shall not be withheld or reduced for any
reason whatsoever, and COMPANY agrees to assert any claim, demand,
or other right against IAMSA only by way of an independent
proceeding.
VI. USE.
The Leased Property shall be used
and occupied for any Lawful industrial purpose not in violation of
the Industrial Park Regulations attached hereto as Exhibit
“D”. COMPANY shall promptly and adequately comply with
all laws, ordinances and orders of all governmental authorities
affecting the Leased Property or that may be a menace to other
occupants of the Industrial Park.
VII. INSURANCE.
A. Fire and Other Insurance.-
Effective as of the date of commencement of the Lease, COMPANY will
obtain insurance covering the building, building improvements, its
contents and third parties damages, in an amount sufficient to
provide for their replacement. All insurance policies will name
IAMSA as the beneficiary. If such policies are not obtained on or
before the commencement date, IAMSA will contract an insurance
policy equivalent to cover such contingencies and COMPANY will be
responsible to reimburse IAMSA the amount for the corresponding
premiums immediately upon demand.
B. Form and Delivery of Policies.-
Each insurance policy referred to in the preceding paragraphs shall
be in a form approved by the Department of Finance and Public
Credit and written with one or more companies licensed to do
insurance in Mexicali, Baja California, Mexico, and shall provide
that it shall not be subject to cancellation or change, except
after at least 30 days prior written notice to IAMSA. Prior to the
Commencement Date of the Lease Term, each of the parties shall
procure and maintain such Insurance deemed necessary to cover its
liabilities and property. COMPANY shall deliver to IAMSA the
corresponding policies within thirty (30) days following
the date of signature of the agreement.
VIII. TAXES AND
ASSESSMENTS.
With the exception of the income tax
and fixed asset tax imposed on IAMSA, which shall be borne by
IAMSA, COMPANY shall pay all taxes and assessments of every kind,
which are or may be at any time during the Leased Term levied
against the Leased Property, the Lease Agreement, or COMPANY. All
such taxes and assessments shall be paid by COMPANY, and receipt
showing their payment delivered to IAMSA before such taxes and
assessments become delinquent.
All taxes which shall become due for
the first and last years of the Lease Term shall be distributed
proportionally between IAMSA and COMPANY in accordance with the
respective numbers of months during which each party shall be in
possession of the Leased Property. COMPANY also agrees to pay all
taxes and assessments of every kind levied upon any and all
personal property of COMPANY, its successors and assigns, whether
same shall or may become a lien upon the Leased Property. All such
taxes and assessments shall be paid by COMPANY before the same
become delinquent.
IX. REPAIRS, ALTERATIONS AND
IMPROVEMENTS.
A. IAMSA
1. After receipt of written notice
from COMPANY, IAMSA, at its expense shall, with minimum
interference of COMPANY’s normal use of the Leased Property,
diligently proceed to repair any structural defects in the roof or
exterior bearing walls, as constructed by IAMSA, excepting normal
use, wear and damage. IAMSA shall not be liable for any damages,
and shall not be obligated to make any repairs due to damages
caused by any negligent act or omissions of COMPANY, its employees,
agents, invitees or contractors. IAMSA shall have no other
obligation to maintain or repair any other portion of the Leased
Property, except for the repair of those improvements constructed
by IAMSA for COMPANY for a period of one year after its completion.
IAMSA shall not be liable to COMPANY for any damage resulting from
IAMSA’s failure to make repairs, unless COMPANY has notified
IAMSA of the need for such repairs, and IAMSA has failed to
commence such repairs within seven (7) working days after said
notice has been given and has failed to complete the same in a
diligent manner in the case of urgent matters.
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2. If IAMSA fails to make the repairs described
in Clause IX, “A”, COMPANY may, but shall not be
required to, make or cause such repairs to be made, and IAMSA
shall, on demand, immediately pay to COMPANY the cost of the
repairs.
B. COMPANY
1. COMPANY, at its expense, shall
keep and maintain in good order and repair, except for normal use
and wear, all of the Leased Property, including improvements,
except for those obligations of IAMSA stated in paragraph
“A”, 1, of this Clause including but not limited to,
all plumbing, sewage and other utility facilities that are within
the Leased Property, as well as fixtures, partitions, walls
(interior and exterior, including painting as often as necessary),
floors, ceilings, signs, air conditioning, electric installations,
heating, and similar equipment, doors, windows, plate glass and all
other repairs to the Leased Property. COMPANY at its expense, shall
repair all leaks except those caused by structural defects in the
roof and exterior walls. The plumbing facilities shall not be used
for any other purpose than that for which they were constructed.
The expense of any breakage, stoppage or damage resulting from a
violation of this provision, shall be borne by COMPANY. COMPANY
shall store all trash only temporarily within Leased Property, and
shall arrange for the regular pick-up of trash at COMPANY’s
expense. COMPANY shall not burn any trash of any kind in or about
the Leased Property or the Industrial Park or near it.
2. COMPANY shall require
IAMSA’s written consent to make any alterations, improvements
or additions to the exterior walls and roof of the Leased Property
with a cost exceeding US$5,000.00 (FIVE THOUSAND DOLLARS 00/100
CURRENCY OF THE UNITED STATES OF AMERICA). COMPANY shall not damage
any floors, walls, ceilings, partitions, or any wood, stone or
ironwork on or about the Leased Property in connection with the
construction of any such alterations or improvements.
3. COMPANY shall keep the Leased
Property free and clear of all encumbrances and liens arising out
of acts or omissions of COMPANY, including those arising out of
acts or construction done or ordered by COMPANY. However, if by
reason of any work performed, materials furnished or obligations
incurred by COMPANY with any third party, or any other act or
omission by COMPANY, IAMSA is made liable or involved in
litigation, COMPANY shall hold harmless and indemnify IAMSA
including any costs and expenses, and attorney’s fee incurred
by reason thereof. Should COMPANY fail fully to discharge any such
encumbrances or liens within thirty (30) days after the date
the same appears of record or fail to provide a bond acceptable to
IAMSA in case of litigation, IAMSA at its option, may pay all or
any part thereof. If IAMSA pays any such lien or encumbrances or
any part thereof, COMPANY shall, on demand, immediately pay IAMSA
the amount so paid, together with interest at the rate of 30
percent (30%) per annum from the date of payment. No lien or
encumbrance any character whatsoever created by and act or omission
by COMPANY shall in any way attach or affect the rights of IAMSA
over the Leased Property. Although, if COMPANY by any reason of any
work performed, materials furnished or obligations incurred by
IAMSA with any third party, or any other act or omission by IAMSA,
COMPANY is made liable or involved in litigation, IAMSA shall hold
harmless and indemnify COMPANY including any costs and expenses,
and attorney’s fee incurred by reason thereof. Should IAMSA
fail fully to discharge any such encumbrances or leins within
thirty (30) days after the date the same appears or record or
fail to provide a bond acceptable to COMPANY in case of litigation,
COMPANY its option, may pay all or any part thereof. If COMPANY
pays any such lien or encumbrances or any part thereof, IAMSA
shall, on demand, immediately pay COMPANY the amount so paid,
together with interest at the rate of 30 percent (30%) per
annum form the date of payment.
4. As stated in this Lease
Agreement, COMPANY, at its expense, shall have active all the time
(immediately after guaranties expire), a maintenance policy, for
the all the equipment provided by IAMSA such as air conditioning
units and restrooms extractors; COMPANY shall deliver to IAMSA a
copy of the existing maintenance policies, within twenty
(20) days following the date of signature of this
agreement.
5. LESSOE guarantees that all
plumbing, sewage and other utility facilities that are within the
Leased property and all the items referred on the above paragraph
are duly working at the time the COMPANY moves in.
X. UTILITY SERVICES
During the term of this Lease
Agreement, COMPANY shall promptly pay for any and all public and
other utilities services furnished to the Leased Property,
including but not limited to, water, gas, electricity, telephone
and trash pick-up charges, and hook-up services. IAMSA will assist
COMPANY in obtaining all such utility services if such becomes
necessary. All contracts necessary for the installation of any
services to the leased property such as water, drainage and
telephone hook up fees if any, as well as any KVA installation fees
by the Mexican Federal Electric Commission and the electricity hook
up fees usage charged will be totally paid by COMPANY.
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XI. RIGHT-OF-WAY.
IAMSA is hereby granted a
right-of-way upon, across, and under the Leased Property for
ingress, egress, installations, replacing, repairing and
maintaining all utilities, including but not limited to water, gas,
telephone, all electricity and any television or radio antenna
system serving the Leased Property. By virtue of this right-of-way
it shall be expressly permissible for the electrical and/or
telephone companies to erect and maintain the necessary poles and
other necessary equipment on the Leased Property; provided, that in
exercising any right IAMSA may have under Clause XI, IAMSA agrees
to cause only a minimum interference with COMPANY’s use and
possession by COMPANY of the Leased Property.
XII. ASSIGNMENT AND
SUBLETTING.
A. COMPANY shall have the right,
upon prior written authorization from IAMSA, to assign or transfer
or sublease this Lease Agreement or any interest therein or to
permit the use of the Leased Property to any person or company,
provided however that in the event of any such assignment, transfer
or sublease, COMPANY shall remain liable for all its obligations
under this Lease Agreement. It is expressly agreed by the parties,
that taking into account that the guaranty letter herein attached
is duly signed by MASIMO Corporation, a Delaware Corporation, the
above mentioned written authorization form IAMSA to assign to
transfer or sublease this lease agreement, will not be necessary
whenever the assignee or transferee is a company controlled or
subsidiary or pertaining to the same business group of MASIMO
Corporation. In this event, the assign, transfer or sublease of
this lease agreement will produce no extra charge, and shall be
done under the same covenants herein agreed.
B. IAMSA shall have the right to
assign and reassign, from time to time, any or all of the rights
and obligations of IAMSA in this Lease Agreement or any interest
therein, without COMPANY’s consent, provided that no such
assignment or reassignment shall impair any of the rights of
COMPANY herein, and provided further, that IAMSA shall remain
liable for all of its obligations under this Lease Agreement,
asserting directly against such assignee any defense, setoff, or
counterclaims which COMPANY may have against IAMSA or any other
person. However, COMPANY hereby specifically waives, with respect
to withholding of rent, any preventive measures intended to
guarantee payment of such claim, as provided by the Code of Civil
Procedures.
XIII. SUBORDINATION.
During the term of this Lease
Agreement, IAMSA shall have the right to encumber its interest in
the Leased Property or in this Lease Agreement for any purpose it
deems convenient and COMPANY shall and hereby does subordinate its
interest in this Lease Agreement and in the Leased Property to such
encumbrances. However, in the event such encumbrances are
foreclosed upon or judicially enforced, the one who holds the
encumbrance shall agree to respect this Lease Agreement and accept
the performance by COMPANY of its obligation hereunder. COMPANY
shall execute any agreement which may be required by IAMSA in
regard with such subordination and submit whatever public finance
data may reasonable be requested by any trust insurance company,
bank or other recognized lending institution.
Once IAMSA notifies COMPANY in
writing that the former has assigned its interest in this Lease
Agreement to any lending institution as security for a debt or
other obligation of IAMSA, IAMSA shall not have the power to amend
this Lease Agreement so as to reduce the rent, decrease the term or
modify or negate any substantial obligation of COMPANY in the terms
hereof, or agree to rescind this Lease Agreement without the
written consent of such lending institution. Such obligation shall
continue until the lending institution has notified COMPANY in
writing that such assignment has been terminated, in the
understanding that if IAMSA fails to obtain such lending
institution’s approval to carry out the foregoing, the
amendment of the terms above mentioned shall have no effect
whatsoever as against such lending institution. In addition, if the
lending institution shall notify COMPANY in writing requiring the
payment of rents hereunder directly to such lending institution or
its representative, then COMPANY shall be obligated to pay such
lending institution or its representative each subsequent rental
coming due under this Lease Agreement (together with any unpaid
rent then past due), until the date on which such lending
institution notifies COMPANY authorizing payment of rent to IAMSA
or other party entitled thereto. COMPANY understands and agrees
that except for the advanced security deposit provided for in the
Miscellaneous Section hereunder, at the request of IAMSA, shall
provide a statement that no advanced payment has been made; such
document shall be binding upon COMPANY as against the lending
institution to which this Lease Agreement may be assigned. In
addition, the lending institution shall not be bound to recognize
those payments made to IAMSA after the COMPANY has received notice
requiring payments to be made to such lending
institutions.
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XIV. ACCESS TO LEASED
PROPERTY.
Without undue interference to
COMPANY’s operation, IAMSA or its authorized representatives
shall have the right to enter the Leased Property during all
COMPANY business hours, and in emergencies at all times, to inspect
the Leased Property and to make repairs, additions or alterations
to the Leased Property. For a period commencing ninety
(90) days prior to the termination of this Lease Agreement,
IAMSA shall have access to the Leased Property for the purpose of
exhibiting it to prospective tenants and may post usual “For
Sale” or “For Lease” signs upon the Leased
Property and COMPANY shall have the right to accompany any
representatives of IAMSA and prospective tenants.
XV. DAMAGE OR
DESTRUCTION.
A. Total.- In the event that the
whole or a substantial part of the Leased Property is damaged or
destroyed by fire, act of nature, or any other cause, so as to make
COMPANY unable to continue the operation of its business, IAMSA and
COMPANY shall, within ten (10) days from such destruction,
determine whether the Leased Property can be restored within the
following four (4) months. If IAMSA and COMPANY determine that
the Leased Property cannot be restored within four (4) months,
either IAMSA or COMPANY shall have the right and option to
immediately terminate this Lease Agreement, by advising the other
thereof by written notice. If IAMSA and COMPANY determine that the
Leased Property can be restored within said four (4) months,
IAMSA shall proceed
