Exhibit 10.09
LEASE AGREEMENT
THIS LEASE AGREEMENT (“THE
AGREEMENT”) IS ENTERED BY AND BETWEEN “COPROPIEDAD ARTE
Y DISENO”, (THE “LESSOR”) REPRESENTED BY MR.
FRANCISCO JAVIER MORENO SANCHEZ AND “GPI MEXICANA,
S.A. DE C.V.” (THE “LESSEE”) REPRESENTED BY
MR. GERARD P. CHARLIER, PURSUANT TO THE FOLLOWING RECITALS
AND CLAUSES:
RECITALS
I The LESSOR
represents :
a) That COPROPIEDAD ARTE Y DISENO is
the name for commercial purposes used to identify the co-ownership
over the land and Building subject matter of this AGREEMENT. Such
co-ownership is formed by Mr. Francisco Javier Moreno Sanchez
jointly with his wife Ms. Maria del Carmen Collado Bosch of
Moreno; Ms. Gloria Maria Moreno Sanchez of Ruiz jointly with
her husband Mr. Galo Ruiz Moreno and Mrs. Esperanza Bosch
Tejeda widow of Collado.
b) That LESSOR holds title over the
Industrial facility (The “BUILDINGS”) which is the
matter of this AGREEMENT and identified as Buildings #1 and land #2
located at Avenida Transformacion y Calle Samuel Ocaña
Garcia being built on lot number 9 and 10 of block number 2,, in
the Industrial Park in San Luis Rio Colorado Sonora.,
Mexico.
c) That the co-owners of COPROPIEDAD
ARTE Y DISENO are duly registered before the Federal Registry of
Taxpayers (RFC) MOSF 560128 7P7.
d) That Mr. Francisco Javier
Moreno Sanchez has sufficient authority to execute this AGREEMENT
on behalf of LESSOR as evidenced in the Public Deed and whose
authority has not been revoked or limited in any way.
e) That LESSOR has the intention to
lease to LESSEE the BUILDINGS as identified in the recital I b),
pursuant to the terms and conditions contained in this
AGREEMENT.
II The LESSEE
represents:
a) That it is a Company duly
organized and existing pursuant to the laws of Mexico as evidenced
in Public Deed # 1,189 dated October 23, 1984, issued by
Mr. Rafael Godoy Jaramillo Notary Public # 88, of San Luis Rio
Colorado, Sonora, duly registered under number 1052 Volume XVII,
Section 5, of the Public Registry Office of San Luis Rio
Colorado Sonora.
b) That its corporate purpose allows
the execution of this AGREEMENT.
c) That it is duly registered before
the Federal Registry of Taxpayers (RFC) with number
GME841026H38.
d) That Mr. Gerard P. Charlier
has sufficient authority to execute this AGREEMENT on behalf of
LESSEE as evidenced in Public deed number # 10,348, dated
January 17, 2003 passed before the faith of Notary Public # 17
of Tlaquepaque, Jalisco, Mr. Agustin Ibarra Garcia de Quevedo,
which authority has not been revoked or limited in any
way.
e) That LESSEE has the intention to
lease from LESSOR the BUILDING, as identified in the recital I b)
and in the Exhibits “A” and “B” pursuant to
the terms and conditions contained in this agreement.
1
THEREFORE, in consideration
of their mutual covenants and agreements, the parties agree to
enter into this AGREEMENT, according to the terms and conditions,
contained in the following:
ARTICLES
ARTICLE 1. Definitions
1.1. LESSOR:
“COPROPIEDAD ARTE Y DISEÑO” represented by
Mr. Francisco Javier Moreno Sanchez.
1.2. LESSEE: “GPI
MEXICANA, S.A. de C.V.”, represented by its Sole
Administrator Mr. Gerard P. Charlier.
1.3. The BULDINGS : The
Industrial facilities owned by LESSOR located at Av. De la
Transformacion and Calle Samuel Ocana Garcia on lots number 9 and
10 of the block number 2 in the Industrial Park in San Luis Rio
Colorado, Sonora, Mexico, which has been identified in the blue
prints attached to this Agreement as
Exhibit “A” & “B”of this
Agreement.
1.4 RENT: The amount that
shall be paid by LESSEE to LESSOR in monthly installments during
the term of this AGREEMENT for the use and occupation of the
BUILDINGS. The RENT was agreed by the parties in the fixed amount
of USD $0.35 (thirty- five cents of dollar legal currency of the
United State of America) per square feet effectively used by LESSEE
during the term of the AGREEMENT. The RENT currently totals the
amount of USD $28,140.00 (twenty-eight thousands one hundred forty
dollars 00/100 legal currency of the United States of America)
based on the square feet of BUILDINGS that will be actually used by
LESSEE.
1.5 TERM.- The period in
which the Lease AGREEMENT wil1 be in force. The term is 5
(five) years beginning as of January 1, 2009 and ending on
December 31, 2013. At the end of the TERM the LESEE will have
the options set forth in Article 4.1 below.
ARTICLE 2. Purpose
2.1 LESSOR agrees to lease to LESSEE
who agrees to lease from LESSOR the BUILDINGS as of the beginning
of the TERM of this AGREEMENT.
2.2 The date of beginning of the
TERM will be the date for commencement of the obligations under the
AGREEMENT.
ARTICLE 3. Rent
3.1 LESSEE shall pay the RENT to
LESSOR monthly and in advance during the first 10 (ten) natural
days of each month at LESSEE’s domicile located at Av.de la
Transformacion y Dr.Samuel Ocana, San Luis Rio Colorado Sonora
Mexico.
3.2 The RENT has been agreed by the
Parties in the fixed amount of USD $0.35 (thirty-five cents of
dollar legal currency of the United States of America) per square
feet of the BULDINGS effectively used by LESSEE for the TERM of the
AGREEMENT. The RENT currently totals the amount of USD $28,140.00
(twenty-eight thousands one hundred forty dollars 00/100
legal currency of the United States of America) based on the 80,400
square feet of BUILDINGS that will be initially used by LESSEE.
Such RENT shall be paid at LESSOR’s choice in US Dollars
(legal currency of the United States of America) or in Mexican
Pesos at the exchange rate to comply with obligations published by
Bank of Mexico on the date such RENT is paid plus the Value Added
Tax (IV A).
2
3.3 LESSOR shall deliver the
corresponding receipt to evidence payment of the RENT within the
following 5 (five) days of receiving such payment. Such receipt
shall fulfill the requirements of the applicable tax laws and
regulations in force on the date when LESSEE makes such
payment.
3.4 If LESSOR occupies the
BUILDING for a partial month the RENT shall be prorated.
ARTICLE 4. Term
4.1 The TERM of this AGREEMENT is
5 (five) years . This AGREEMENT will begin its TERM on
January 1, 2009 and shall end precisely on December 31,
2013. At the end of the TERM LESSEE shall have to its own
discretion the following Options: (I) To renew the AGREEMENT
for I (one) year on the same terms and conditions having the right
for terminating the AGREEMENT at any time giving notice to LESSOR
with 6 months in advance. (2) To reduce the space leased of
the BUILDINGS and continuing with the AGREEMENT in the same terms
and conditions with the corresponding RENT reduction.
4.2 LESSEE may exercise either
Option set forth in 4.1 above by giving notice in writing to the
LESSOR of its decision at least 30 (thirty) natural days in advance
to the expiration of the TERM.
4.3 If LESSEE continues occupying
the BUILDINGS at the end of the TERM of the AGREEMENT, as
determined in Article 4.1 without having exercised any of the
Options referred to in the above paragraph, LESSEE will pay to
LESSOR the corresponding amount of RENT during the TERM it
continues in possession of the leased BUILDINGS from the last day
of the TERM of the AGREEMENT and until it vacates the BUILDING, the
payment referred to herein will not be consider an extension of the
AGREEMENT.
ARTICLE 5. Building Use
5.1 LESSEE will use the
BUILDINGS to perform its main activities, which include without
limitation, the manufacture of dice, chips, plastic items and
layouts, as well as any related activity.
5.2 LESSEE agrees to use the
BUILDINGS in accordance with this AGREEMENT and with any other law
or regulation applicable to the use of the BUILDINGS by
LESSEE.
5.3 LESSEE is allowed to introduce
and store in the BUILDINGS those materials that are required or
useful for the performance of its manufacturing activities, even
though they are classified as hazardous materials or residues,
flammable materials or explosives. LESSEE shall store and dispose
them in accordance with industry standard procedures and federal,
state and local laws.
5.4 LESSEE may only store trash
temporarily within the BUILDINGS and shall arrange for regular
pickup of trash at its expense. LESSEE shall not burn any trash of
any kind in or about the BUILDINGS.
ARTICLE 6. Insurance
6.1 LESSEE shall obtain and maintain
in force during the term of the AGREEMENT at its own expense a
comprehensive insurance policy (ies) from a recognized insurance
company authorized to issue insurance in
3
San Luis Rio Colorado
Sonora.
6.2 Such policy (ies) shall cover
property damage of LESSOR and LESSEE. Civil liability (for injury
to persons and property and for death of any person occurring in
the leased BUILDINGS); for acts of God and for damages caused to
the BUILDINGS or third persons or Property for the storage of
hazardous materials.
6.2.1 The Policy to cover property
damage and civil liability shall insure LESSEE and LESSOR and such
other agents and employees of LESSOR, LESSOR’s subsidiaries
or affiliates or LESSOR’S assignees or any nominee of LESSOR
holding any interest in the Leased property, against liability for
injury to persons and property and for death of any person
occurring in or about the BUILDINGS. The liability of such
insurance shall be in the amount of no less than USDS400.000.00
(Four hundred thousand dollars legal currency of the United States
of America) or its equivalent in Mexican Currency at the exchange
rate published by Bank of Mexico to comply with obligations
effective in the contracting date.
6.2.2 The policy of insurance for
fire, lighting, explosion. falling aircraft:, smoke windstorm
eartquake, hail, vehicle damage, volcanic eruption, strikes, civil
commotion, vandalism, riots, malicious mischief, steam boiler or
pressure object explosion if applicable and flood insurance of the
BUILDING shall be for a liability equivalent of USD
$l’OOO,OOO.OO (One million dollars legal currency of the
United States of America) or its equivalent in Mexican Currency at
the exchange rate published by Bank of Mexico to comply with
obligations effective in the contracting date.
6.3 LESSEE shall obtain and maintain
in force during the term of the AGREEMENT the insurance policy
(ies) to cover the issues mentioned in 6.2 above. Such Policy (ies)
shall mention that it/they is/are not subject to cancellation or
change until the termination of the Lease AGREEMENT. The Policies
together with copies or receipts for payment of the premiums
thereof, shall be delivered to LESSOR no more than (30) days
following the execution of this AGREEMENT. All documents verifying
the renewal of such policy (ies) shall be delivered to LESSOR at
least (30) days prior to the expiration of the term of such
coverage. Prior to the commencement date of the TERM each party
shall procure and maintain the insurance covering its own liability
and Propert
