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Exhibit 10.2
THIS INDENTURE made the 3rd day of September 1990 BETWEEN INDUSTRIAL DEVELOPMENT
AUTHORITY having its Principal Office at Wilton Park House, Wilton Place in the
City of Dublin (hereinafter called "the Authority" which expression shall
include its successors and assigns) of the one part and BAUSCH & LOMB IRELAND
having its registered office at 1 Earlsfort Centre, Hatch Street in the City of
Dublin (hereinafter called "the Lessee" which which expression shall include its
successors and permitted assigns) of the other part.
WITNESSETH:
1. In consideration of the sum of (pound)450,000 by the Lessee to the
Authority (the receipt of which is hereby acknowledged) the Authority
hereby demises to the Lessee ALL THAT AND THOSE the premises described in
the First Schedule hereto (hereinafter referred to as "the demised
premises") TO HOLD the same unto the Lessee for a term of 999 years from
the 1st day of January 1990 subject to the rent set out in the First
Schedule hereto to the terms and conditions set out in the Second and
Third Schedules hereto.
2. The Lessee hereby covenants with the Authority that it will observe all
the terms and conditions contained in the First, Second and Third
Schedules hereto as if each term and condition applicable to the Lessee
was incorporated as a separate covenant with the Authority.
3. The Authority covenants with the Lessee that it will observe all the terms
and conditions contained in the First, Second and Third Schedules hereto
insofar as the same are binding upon the Authority as if each term and
condition applicable to the Authority was incorporated herein as a
separate covenant with the Lessee.
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FIRST SCHEDULE
PREMISES
1. ALL THAT AND THOSE part of the lands of knockhouse lower situate at the
Authority's Industrial Estate in the County of Waterford more particularly
described on the map annexed hereto and thereon surrounded by a red verge
line being part of the lands comprised in Folio 4917 & 3241F of the
Register County of Waterford with all buildings fences sewers and other
works which may from time to time be thereon or thereunder TOGETHER WITH
firstly a right of way for the Lessee, its servants, agents, invitees and
licencees for all purposes to pass and repass with or without a means of
transport over the estate roads serving the demised premises coloured
yellow on the map annexed hereto and secondly the free and uninterrupted
passage and running of water, soil and effluent drainage, gas, water, oil,
electricity, steam, telephone or any other services supplied to or from
the demised premises over the lands the property of the Authority through
sewers, drains watercourses, conduits, pipes, wires and cables which now
or hereafter within the period of twenty one years from the date of this
lease during the term hereby granted be in or over, under of upon the said
lands the property of the authority together with full and free right and
liberty to the Lessee its servants and agents to enter upon the said lands
the property of the Authority for the purpose of connecting, laying,
inspecting, repairing cleaning, maintaining, altering, replacing or
renewing the installations, structures, fixtures or other works providing
the said services or any of them and other services to the demised
premises causing as little inconvenience to the Authority and the Lessee
making
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good any damage thereby occasioned.
EXCEPTING AND RESERVING unto the Authority its successors and assigns:
(a) the free and uninterrupted passage and running of water soil and effluent
drainage gas water oil electricity steam telephone or any other service or
supply to and from the other buildings and lands the property of the
Authority and its tenants adjoining or near to the demised premises
through the sewers drains watercourses conduits pipes wires and cables
which now are or may hereafter within the period of 21 years from the date
of this Lease during the term hereby granted be in or over under of upon
the demised premises;
(b) at any time hereafter and from time to time full right and liberty to
execute works services and erections and buildings upon or to alter or
rebuild any of the erections services and buildings erected on its
adjoining and neighbouring land and to use the same as it may think fit;
(c) the full and free right and liberty to the Lessor its servants and agents
to enter after at least two days notice (except in the case of emergency)
upon the demised premises at all reasonable times for the purpose of
connecting, laying, inspecting, repairing, cleaning, maintaining,
altering, replacing, or renewing any sewer drain, main, pipe, wire, cable,
watercourse, channel, conduit or subway and to erect, construct or lay in,
over under or across the demised premises not built upon
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any sewers, drains, main, pipes, wires, cables, poles structures, fixtures
or other works for the drainage of or for the supply of water gas
electricity oil telephone heating steam radio and television signals and
other services to other premises of the Authority causing as little
inconvenience as possible to the Lessee and the Authority making good any
damage thereby occasioned;
(d) all rights easements and privileges now belonging to or enjoyed by any
adjoining property.
MINING RIGHTS
2. All mines, minerals, quarries and royalties whatsoever in or under the
demised premises during the term of the demise are excepted and reserved
out of the demise.
RENT AND GALE DAYS
3. The rent of the demised premises shall be payable in advance without any
deductions whatsoever on the 1st day of January in each year with the
exception of the first instalment which shall be paid on the execution
hereof. In the first to the fifth year inclusive of the term of the demise
the annual rent shall be IR[POUND SYMBOL]10 per acre. From the
commencement of the sixth year of the term of the demise and for the
residue of the term hereby created the annual rent shall be determined as
specified in the Third Schedule hereto.
SECOND SCHEDULE
1. The Lessee shall pay the rent hereby reserved without any deductions
whatsoever on the dates hereinbefore provided for.
2. In addition to the said rent the Lessee shall pay and discharge all taxes,
rates, duties, charges, assessments and impositions whatsoever including
Value Added Tax whether Parliamentary, Municipal, County, Union, District
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or any other description which may now or at any time hereafter be
assessed, charged or imposed on the premises or any part thereof of the
Rent Payable thereout and whether payable by owner or occupier.
3. As the demised premises are situate upon an Industrial Estate, to bear
with the owners or occupiers of each other unit in the said Industrial
Estate and such share of the cost and expense of all necessary
maintenance, repair and up-keep (and operating cost where applicable) of
access roads, footpaths, common areas, drainage and water services and
public lighting as in the same proportion as the gross floor area of the
buildings erected on the demised premises bears to:
(a) In the case of a completed estate the total gross floor areas of all the
industrial units in the estate and
(b) in the case of a non completed or part completed estate the total gross
floor areas of all the completed units in the estate and where roads and
services have been provided to un-developed areas of the estate, the
gross floor area of buildings in the course of erection and proposed
buildings fronting on to such services until such time as same are taken
in charge by the Local Authority
4. To bear with the owners or occupiers of each other unit in the said
Industrial Estate such share of cost and expense of all necessary estate
security as in the same proportion as the gross floor area of the
buildings erected on the demised premises bears to the gross floor areas
of all the completed units in the said estate;
5.(1) The lessee shall on or prior to the 31st day of December 1990 have
substantially commenced to build and erect upon the demised premises a
factory premises in accordance the plans and specifications first approved
of in writing by the Authority and in accordance with all statutory
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requirements regulations and bye-laws applicable thereto. For the purpose
of this Clause "substantially commenced" shall mean the pouring of
foundations and the erection of the main structure support for the said
factory premises.
(ii) If the Lessee fails to fully and completely comply with this clause the
Authority shall be entitled to repurchase at the expense of the Lessee and
demised premises including any partially erected buildings thereon for the
sum of IR(pound)450.000 free from incumbrances;
(iii) The Lessee hereby irrevocably constitutes and appoints the Secretary for
the time being of the Authority for the purpose of this clause only to be
the Attorney of the Lessee for it and on its behalf and in its name and as
its act and at its expense to re-assign or surrender this Lease from the
name of the Lessee its successors or permitted assigns to the Authority;
(iv) The Lessee shall do and execute all acts, instruments and things which the
Authority considers necessary or expedient for reassigning or surrendering
the demised premises as aforesaid;
(v) The Authority may from time to time in writing under hand or seal
substitute and appoint any person or persons to act under or in place of
the said Attorney in all or any of the matters aforesaid and from time to
time revoke any such substitution and appointment;
(vi) The Lessee shall not be entitled to erect any buildings on the site
demised other than those referred to in the approved plans and
specifications as mentioned in Clause 5 (i) hereof without the prior
consent in writing of the Authority such consent not to be unreasonably
withheld.
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LOCAL AUTHORITY REQUIREMENTS
6. The Lessee shall execute all such works which any County or District
Council or other Local or Public Authority may require to be carried out
in respect of the demised premises either by the Authority or by the
Lessee and immediately after the receipt of any notice requiring such
works to be carried out the Lessee shall send a copy thereof to the
Authority.
7. Without prejudice to the generality of Clause 6 the Lessee shall: --
7.1 on receipt of any notice, order or request pursuant to provisions of the
Local Government (Planning and Development) Acts 1963 and 1976 or any Act
or Acts amending extending or replacing the same or any regulation made
thereunder forthwith notify the Authority of this fact and furnish to the
Authority a copy of any such notice, Order of Request.
7.2 indemnify the Authority from and against all actions, claims, suits,
demands, penalties or fines for or in respect of any failure to
satisfactorily and completely comply with the requirements of such notice,
order of request.
REPAIRS
8. The Lessee will at all times well and sufficiently repair maintain cleanse
and keep the entire of the demised premises in good and substantial
repair, condition and state of exterior decoration. The Lessee's
obligations under this Clause shall include all fences, drains, sewers or
other conveniences and appurtenances belonging to the demised premises.
The Lessee shall keep and maintain the lands of the demised premises not
covered by buildings
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in a neat and tidy condition in a manner reasonably satisfactory to the
Authority.
MAINTENANCE OF SERVICES
9. During the term of this Lease or until they are taken in charge by the
Local Authority (whichever is the lesser period) the Authority shall
construct and maintain in good order, repair and condition the roads and
footpaths coloured yellow on the map annexed hereto and shall maintain the
sewers, drains and watermains (outside the perimeter of the demised
premises) which serve the demised premises unless and until the same have
been taken in charge by the Local Authority.
USE OF PREMISES
10. The Lessee shall use the demised premises only for manufacturing and
ancillary purposes.
11. The Lessee shall not discharge or permit to be discharged into the sewer
serving the demised premises any liquid matter of thing which is or may be
liable to set or congeal at average sewer temperature or is capable of
giving off any inflammable of explosive gas of any acid, alkali or other
substance in sufficient concentration to cause corrosion to sewer pipes
penstocks, gratings and sewer fittings
12. The Lessee shall not discharge or permit to be discharged any effluent
into the surface water drainage system.
13. The Lessee shall not do or permit to be done any act of thing which might
be or grow to be a nuisance or to the annoyance, damage or inconvenience
of the neighbourhood or the property adjoining or near to the demised
premises or of the owners or occupiers of any such property.
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INSURANCE
14. The Lessee shall keep the demised premises insured against loss or damage
by fire, storm, tempest, flood, explosion, aircraft or other aerial
devices or articles dropped therefrom. The insurance shall be for the sum
of money sufficient to cover the full cost of reinstating the premises
including architect's fees in the event of total destruction thereof and
the Authority shall be noted therein as an interested party.
15. If the premises or any part thereof shall at any time during the term be
destroyed of damaged by any of the risks mentioned in Clause 14, the
Lessee shall apply all monies received in respect of such insurance with
all reasonable speed in the building, repairing and otherwise reinstating
the premises according to the original plan or elevation thereof as
otherwise agreed with the Authority. Any deficiency in such monies shall
be provided by the Lessee out of its own funds.
16. The Lessee shall not carry on any business on the demised premises or
store any material thereon which might render any such insurance void or
voidable.
TERMINATION
17. Notwithstanding anything hereinbefore contained it is expressly agreed by
the Lessee and declared that if the Rent herein reserved of any part
thereof shall at any time be in arrears and unpaid for 21 days after it
shall become due (whether the same shall have been lawfully demanded or
not) or shall be guilty of any breach of the conditions of this Lease and
fail to make good any such breach within reasonable time after receiving
notice from the Authority it shall be lawful for the Authority to enter
upon the demised premises or any part thereof in the name of the whole
and peaceably to hold and enjoy
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the demised premises thenceforth as if these presents had not been made
without prejudice however to any claim of the Authority against the Lessee
arising out of any antecedent breach of any condition of this Lease.
THIRD SCHEDULE
1. The yearly rent payable by the Lessee shall be subject to adjustment at
the end of the first period of 5 years and at the end of the Second period
of 5 years of the term of this Lease in the manner hereinafter provided
and after the first adjustment the Tenant shall pay the amount of the Rent
as so adjusted in respect of the next following 5 years period of the said
term and thereafter the yearly rent so adjusted for the residue of the
said term PROVIDED THAT the yearly minimum rent payable by the Tenant
throughout the said term shall be IR1O.00 per annum per acre and no
adjustment made under the provisions of this Schedule shall take effect so
as to reduce the said Rent below the said figure.
2. Subject to the provisions of this Schedule, the said adjustment at the end
of each of the said periods of 5 years hereinbefore mentioned shall be
calculated by reference to the change in the cost of living as indicated
by the Consumer Price Index (hereinafter referred to as "the index")
issued by the authority of the Central Statistics Office of the Republic
of Ireland and at present officially published in the Irish Statistical
Bulletin and shall be made by increasing the yearly rent payable at the
end of the said periods of 5 years in proportion to the rise or fall in
the respective Index Figures current on the 1st day of each of the said
periods of 5 years compared with the Index Figures current on the last day
of each of the said periods.
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3. For the purpose of this paragraph, the Index figure current on the date
aforementioned shall be that published on either of the said dates in the
Irish Statistical Bulletin of other official publication, or if not
published on either or the said days, then last published in the said
Bulletin of publication immediately before either of them.
4. If during the said periods of 5 years, the basis of the Index shall be
changed by substituting a new basic or starting Index figure or otherwise
the adjustment of the rent to be paid for the period following the
expiration of the said periods of 5 years shall be in default of agreement
between the parties be determined by a Professional Valuer to be nominated
be the President for the time being of the Irish Auctioneers & Valuers
Institute and his determination shall be that of an Expert and not of an
Arbitrator and shall be binding upon the parties and in making his
determination the said person shall have regard to any official
publication relating to the change in the cost of living during the said
period issued by the authority of the Government of the Republic of
Ireland or by any responsible organisation.
PROVIDED THAT the adjustment in the rent to be made at the end of the said
periods of 5 years during which the basis of any new or revised Index
remains unchanged shall continue to be made in accordance with the
provisions or Paragraph 1 and 2 hereof and FURTHER PROVIDED that
notwithstanding anything hereinbefore provided the amount of any
adjustment in Rent shall not exceed 10% of the Rent payable immediately
prior to such adjustment.
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QUIET ENJOYMENT
5. On the Lessee paying the Rent hereby reserved and performing and observing
the conditions and agreements of this Lease, the Lessee shall and may
peaceably hold and enjoy the demised premises during the term of the Lease
without interruption by the Authority or any person lawfully claiming
under or in trust for it.
The Authority hereby assents to the registration of this Lease and the rights
hereby granted as a burden on Folio 4917 & 3241F of the Register County
Waterford and consents to the use of the Land Certificate of the said Folio for
the purposes of such registration.
IT IS HEREBY CERTIFIED by the Lessee that it is the person becoming entitled to
the entire beneficial interest in the interest hereby created and that all
necessary consents under Section 12 and 45 of the Land Act 1965 have been
obtained and that all conditions attached thereto have been complied with.
IN WITNESS whereof the above named parties have hereunto set their hands and
affixed their Seals this day and year first herein written.
PRESENT when the Seal of the
INDUSTRIAL DEVELOPMENT AUTHORITY
was affixed hereto:-
/s/ [ILLEGIBLE]
- -------------------------------
Authorised Officer
/s/ [ILLEGIBLE]
- -------------------------------
Authorised Officer
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PRESENT when the Seal of
Bausch & Lomb Ireland
was affixed hereto:
/s/ Thomas F. Gray
- -------------------------------
Director
[SEAL OF BAUSCH & LOMB IRELAND]
/s/ Greta Peters
- -------------------------------
7 Ocean Avenue
Devonshire Bermuda
Company Secretary
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[MAP OF THE DEMISED PREMISES]
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Dated the day of 19
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INDUSTRIAL DEVELOPMENT AUTHORITY
One Part
--with--
MION INNSTE TUGTHA
V4893
NA COIMISINEIRIIONCAIM
BAILE ATHA CLIATH
LAND REGISTRY
Registered as a burden in Folios 4917 & 3241F of
the Register County Waterford. The Ownership of
this Lease is Registered in Folio 4141C of the
Register County Waterford
The Deposit of this Lease will not create a lien
on the Registered Owner Interest under it.
Bausch & Lomb Ireland
Other Part
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999 YEAR LEASE
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INDUSTRIAL DEVELOPMENT AUTHORITY
Wilton Park House
Wilton Place
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]