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EXHIBIT 10.19
LEASE AGREEMENT
1. The Property: Part of Fregatten 20, as appears from
Exhibit 1 hereto.
Address: Industrigatan 10, Vanersborg
2. Landlord: VBG Produkter AB, corporate registration
number 556069-0751
3. Tenant: VBG Towbars AB, corporate registration
number 556259-0298
4. Purpose: The Tenant shall use the rented
property for industrial and office purposes.
5. Term of the
Lease: From the Closing Date of the Principal
Agreement entered into on this day
between the Landlord and Brink B.V.
until 31 May 2001.
6. Prolongation: The term shall be prolonged for further
consecutive periods of 36 months each
unless this Agreement is terminated by
either party giving written notice to
the other party not later than 9 months
before the expiry of the term.
7. The Rent: The rent shall be SEK 2.000.000 per
annum, payable quarterly in advance.
The first rent shall cover the period
from the commencement of the Term of
the Lease set forth in 5 above until
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June 30, 1994. The first rent shall be paid
not later than ten days after the
commencement of the Term of the Lease.
The rent shall be adjusted annually in
accordance with the following index formula:
50 per cent of the rent SEK 2.000.000 be
adjusted for each period of the term of the
lease of 12 months, such first term to
commence on 6 June 1995.
The said portion of the rent shall be
adjusted in accordance with the changes of
the Swedish Consumer Price Index of the
year 1980 using the said index as per the
month of the commencement of the Term of
the Lease as the base index.
In the event that the Consumer Price Index,
during any of the said 12 months periods
commencing after 6 June 1995, has changed
by more than three units compared to the
said base index, the said portion of the
rent shall be adjusted by the percentage of
the said change.
The rent adjusted as aforesaid shall apply as
from the first day of the fourth month
following the 12 months period giving rise
for the adjustment.
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8. VAT: The rent does not include VAT, which
shall be paid in excess of the rent.
9. Maintenance
and repair: The Landlord shall be responsible for
providing all necessary heating and
ventilating of the rented property as
well as for the supply of water, hot
water and sewage. However, the Tenant
shall bear all costs therefore.
The Tenant shall at its own cost be
responsible for providing electricity
and for cleaning and collecting garbage.
Whenever necessary the Tenant shall sand
traffic areas and side walks.
The Landlord shall at all times and
at its own expense insure that the external
of the rented property are properly
maintained and repaired and in good
operational condition. The Tenant shall be
responsible and bear the costs for the
inside maintenance of the rented property.
10. Insurance: The Landlord shall keep the rented property
fully insured.
11. New taxes: Should the rented property become subject to
a real estate tax not applicable at the date
of the commencement of the Term of the Lease
(other than income tax or VAT levied on the
rent) the Tenant shall accept an increase of
the rent by such portion
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and during such period in time the tax is
applicable to the rented property and is paid
by the Landlord.
12. Sub-lease: The Tenant shall not be entitled to
sub-lease the property or part of it
without written permission thereto from
the Landlord.
13. Collateral: In the event that Brink B.V. as a
result of its option under the
Principal Agreement referred to in 5
above becomes the owner of all shares
of the Tenant the Tenant shall as
collateral for its obligation to pay
rent hereunder pledge to the benefit of
the Landlord chattel mortgages of the
businesses of the Tenant of SEK
1.000.000 within SEK 11.000.000 (Fore-
tagshypotek a SEK 1.000.000 inom SEK
11.000.000). Such pledge shall be made
30 days after Brink B.V. has become the
owner of all shares of the Tenant.
Date: 25/5 1994
Place: Staphorst, NL
LANDLORD TENANT
VBG PRODUKTER AB VBG TOWBARS AB
[SIG] [SIG]
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