1 Exhibit 10.9(l) ENGLISH VERSION OF THE LEASE AGREEMENT TO BE EXECUTED BY AND BETWEEN SANTIAGO NORTE, S. A. INDUSTRIAL PARK (PISANO) AND TIMBERLAND DOMINICANA, S. A. BETWEEN: SANTIAGO NORTE, S. A. (PISANO) INDUSTRIAL PARK, a corporation organized and existing under Dominican laws, with main offices at the section of Ingenio Abajo, Santiago, duly represented herein by Engineer Jeannette Dominga Dominguez Aristy, a Dominican, of legal age, married, an agricultural engineer, domiciled and residing in Santiago de los Caballeros, bearer of Personal ID Card No. 76147 Series 31, duly renewed, in his capacity as Vice President of the Board of Directors, to be referred to hereinafter as "PISANO", Party of the First Part; and TIMBERLAND DOMINICANA, S. A., a company duly organized under the laws of the Dominican Republic, with offices at No. 52 Mustafa Kemal Ataturk Street in the city of Santo Domingo, National District, duly represented herein by Mister Edmond John Feeley, an American, of legal age, married, bearer of U.S. Passport No.012601897, in virtue of the First Resolution passed by the Board of Directors of the corporation on June 29, 1993, to be referred to hereinafter as "LESSEE", Party of the Second Part. Before formulating the lease herein, the parties state the following: 2 a. PISANO is in charge of the technical and operational management of a Free Exportation Zone at Km. 7 1/2 of the Santiago-Navarrete Highway which operates under the name of "Zona Franca Santiago-Navarrete", and is ruled by the provisions of Law 8-90 of January 15, l990 to promote the establishment of new free zones and the growth of existing ones, the organization of which was duly approved by virtue of Executive Decree No. 27-92 of January 17, l992; and ratified by virtue of an agreement executed with the Dominican State on December 17, l992. b. LESSEE has applied to PISANO after due compliance with all appropriate requirements to set up an industry at the Santiago Norte Industrial Park (to be referred to herein as the PARK) in order to operate a business engaged in the manufacture and exportation of footwear and leather articles in general under the provisions of said Law 8-90, of the provisions herein and the Regulation that is attached as Schedule A to be deemed as an integral part hereof; Therefore, and in the understanding that the above preamble is to be deemed an integral part hereof, THE FOLLOWING HAS BEEN AGREED AND ENTERED INTO: FIRST: PISANO leases LESSEE hereby, and LESSEE agrees to lease the real estate described below for the price, term and under the 3 conditions provided hereunder: A one story type A-I building marked as number 2, located on Lot No. 60-Ref.-A-7 of Cadaster District 161 in the Municipality of Santiago, having a height of 20 feet on the sides and 25 feet in the center, concrete block walls, reinforced concrete flooring to bear a strength of up to 15 PSI (feet per square inch) a steel frame supported by reinforced concrete columns, gauge 26 aluzinc sheet roofing, aluminum windows, a pinewood and glass door at the entrance, and a loading and unloading ramp in the front of the building, which building includes the following inner areas, according to the blueprints attached hereto as Schedule B to be deemed as an integral part hereof, to wit: Work Area : 13,893.82 square feet Rest Rooms Area : 380.30 square feet Office Area : 1,328.86 square feet Emergency Plant Housing : 269.00 square feet Mess room Area : 1,883.00 square feet TOTAL : 17,754.98 SQUARE FEET Paragraph: The parties herein agree hereby that formal delivery and reception of premises shall take place on June 30, l993. The forty-five (45) day period of grace that has been given to LESSEE to set up the equipment and machinery , a period during which LESSEE shall pay no rent at all, shall begin to count as of the date of said delivery; consequently, the first payment on account of monthly rent is to be made on August 14, l993 according to the provisions of Article Third hereinbelow. Furthermore, the parties herein agree hereby that during the first three (3) years of this lease, LESSEE shall pay no rent at all on account of the area provided for the construction of a mezzanine allowing for the expansion of the manufacturing operations in the leased premises. 4 In the event LESSEE decided to expand its business operations during the term hereof, an additional rental equivalent to seventy percent (70%) of the original rental price shall be paid to PISANO on account of the working area exclusively. SECOND: The lease herein shall be for a term of three (3) years as of the date of the satisfactory delivery to LESSEE of the building leased hereunder, which is to take place on June 30, l993, and shall end automatically on June 30, l996, LESSEE undertaking hereby to pay the monthly rental price until delivery of premises to PISANO, were said delivery to take place after the term agreed hereunder. Notwithstanding the above, LESSEE may have the lease herein renewed for an additional period of two (2) years, provided, however, the following were to take place: a) Both parties were to agree on the rental price to be paid for the non-used available space (mezzanine) in the event LESSEE decided not to expand its operations. Such a payment shall begin to be made upon the start of the two (2) year period of renewal of the lease herein; b) LESSEE were to give PISANO one hundred and eighty (180) days' notice of its interest in renewing the lease prior to the expiration of the original three-year (3) period stated above. In this event the monthly rental price shall be determined according to the procedure stated in article third 5 herein. In the eventual case LESSEE were compelled to terminate the agreement thorugh no fault of PISANO's before the expiration of the term agreed on, a penalty amounting to six (6) months' rental price shall be paid to PISANO. Sixty (60) days' advance notice of any such termination shall be given to PISANO. In any such case the provisions in article fourth herein shall be applied to the guarantee deposit. It is expressly agreed by the parties that LESSEE may not assign or sub-lease in whole or in part its rights over the rented premises as provided hereunder without the prior and written consent of PISANO, except when assignee or sub-lessee were an affiliate or subsidiary of the parent company of LESSEE, in which case LESSEE shall advise PISANO its intent to assign the lease and shall submit PISANO all relevant documentation evidencing the affiliate or subsidiary character of any such new lessee. PISANO shall if appropriate, execute within a term not to exceed thirty (30) days a new lease with the new lessee under the same terms and conditions herein and for the remaining period of its term. Respecting the assignment of the rights of LESSEE hereunder and except in the event above foreseen concerning an assignee or sub- lessee which were an affiliate or subsidiary of the parent company of LESSEE prior due authorization by PISANO, the terms and conditions of the new lease shall be those applicable to 6 new lessees at the time of the execution of the new lease. Any assignees shall be duly authorized to operate at the Santiago Norte Industrial Park and must have been rated accordingly under Law No. 8-90 on free zones. In no case shall LESSEE claim to be entitled to any rights acquired over the building or on account of any goodwill gained. THIRD: The basic price agreed on under this lease is of US$0.23 (twenty-three cents of a dollar) per square foot per month, that is to say, a monthly rental price of US$4,083.64 (four thousand and eighty three dollars and sixty-four cents) to be paid in advance at the offices of PISANO with no need of any prior requirement at all. It is hereby agreed, however, that said basic price shall remain subject to an annual increase conmensurate with the rate of inflation in the United States of America on the basis of each calendar year, i.e., from January to December each year as of the year l994, using the official report of the Department of Commerce of the United States as source for the determination of said inflation rate. In order to precisely determine the adjustment increase above stated and its application hereto, an illustrative example is given in the Internal Regulations. PISANO accepts, states and acknowledges that LESSEE, in its 7 capacity as free zone enterprise is under the obligation to exchange foreign currency through commercial banks to cover the price of the lease and the cost of services, PISANO thus undertaking to exchange any considerations paid in dollars of the United States of America (US$) that were received through commercial banks hereunder, and to deliver LESSEE such documents as evidenced that any such exchange has been made on behalf of LESSEE within a term not to exceed thirty (30) days as of the date each payment were made. The parties herein agree hereby that were Law 8-90 of l990 and law 26l of l964 to be amended so as to allow payment in United States dollars (US$) and free zone enterprises were relased from their dollar exchange obligation, the provisions herein shall remain without effect. Paragraph. In case of failure to effect a monthly rental payment on the date provided herein or were any other monetary obligations to become overdue, interest shall accrue thereon at the rate of one percent (l%) per month and/or fraction thereof, such interest to be charged to LESSEE automatically and without need of any prior advice thereof. FOURTH: LESSEE shall deliver PISANO a guarantee deposit amounting to six (6) months' rental payment, or TWENTY-FOUR THOUSAND, FIVE HUNDRED AND ONE U.S. DOLLARS AND EIGHTY-FOUR CENTS (US$24,50l.84) to be delivered to PISANO in U.S. dollars in the following manner: a) Fifty (50%) percent at the execution 8 hereof; b) Fifty (50%) percent l80 days after the execution hereof, such a term to become due on December twenty-nine (29), l993. The exchange obligation foreseen in article third hereinabove shall apply to such considerations as were delivered as deposit; thus, LESSEE expressly acknowledges hereby that any eventual reimbursement of any considerations delivered as deposit, if appropriate, shall be necessarily made in Dominican pesos for such amounts as were evidenced by the appropriate exchange receipts delivered on account of the two installments provided in this article. Such deposit as is provided herein shall be returned to LESSEE as above stated not later than sixty (60) days as of delivery by LESSEE and reception by PISANO of the leased premises, except for any deductions that may be applied to said deposit, which would be the following: A. Any maintenance repairs that had not been made by LESSEE during the term hereof or any repairs that needed to be made because of damages to the rented premises resulting from the fault of LESSEE. B. Any considerations owed by LESSEE on account of any of the services listed in article fifth hereof. 9 C. Any interest accruing over any considerations owed. It is understood that LESSEE shall not be entitled to offset any amounts given in deposit against any rental payments owed by LESSEE and any such considerations or fractions thereof shall remain for the benefit of PISANO in the event LESSEE did not begin its business operations within the term of one hundred and twenty (120) days following its being rated as a free zone enterprise as stated in article sixth hereof, except in case of force majeure duly verified by the parties or for causes which were not the fault of LESSEE, in which event the above term shall be suspended but in no case shall LESSEE be released from complying with each and every one of its obligations hereunder, specially as to the monthly payment of the rental and the maintenance price. It is further understood that the deposit obligation provided in article fourth hereinabove is not to be deemed as a limitation of the liability of LESSEE and that, consequently, in the event of default by LESSEE damages may be claimed by PISANO for a consideration in excess of said deposit, PISANO being entitled to claim any additional values that may considered appropriate as a fair compensation of any direct or indirect damages that may have been caused by LESSEE. 10 FIFTH: PISANO shall provide LESSEE the direct and indirect services listed below: Direct services a. Watchmen. b. Garbage collection c. Water supply d. Van parking. e. Sewer and drainage. Indirect services: a. Street lighting b. Health Clinic c. Cafeteria-Messroom. d. Customs clearances. e. Audio and data communications network; and f. Electric Power networks. LESSEE acknowledges hereby respecting the above basic services that same shall be provided as stated in the Regulations ruling leases in the PARK which are attached hereto as an integral part hereof. Paragraph I. It is expressly agreed that PISANO shall make 11 LESSEE a monthly charge which LESSEE accepts, amounting to seven percent (7%) of the monthly rental price of the lease as provided in article third hereinabove, on account of providing the direct services of watchmen, garbage collection, street lighting, sewer and drainage and the payment of the personnel working at customs, the LESSEE undertaking hereby to pay the above services on a monthly basis with no delay whatever, in the understanding that the rates for such services shall be reviewed for their adjustment as often as necessary. However, the direct services of water supply and van parking shall be charged as provided in the rates stated in the internal rules. Paragraph II. Any considerations due and remaining unpaid on account of the above services shall accrue interest at the rate of one (l%) percent per month and/or fraction thereof,and any such amounts overdue shall be deemed to be a breach hereto. SIXTH: LESSEE herein shall be solely authorized to set up and operate in the PARK such business as were provided in the rating application submitted or in the authorization granted, and that industrial operations shall be started within a term not to exceed one hundred and twenty (120) days as of securing said authorization or rating as free zone enterprise, except in the event of force majeure duly verified or for causes that were not 12 the fault of LESSEE, in which event such a term shall be suspended; however, LESSEE shall in no event be released from compliance with each and every one of its obligations hereunder, specifically the obligation to pay the monthly rental and maintenance price. Paragraph I. In the event LESSEE were unable to secure within a term of one hundred and twenty (120) days as of the date of delivery of the leased premises, its rating as free zone enterprise due to force majeure or without fault, the lease herein shall be automatically terminated with no liability for the parties, and LESSEE shall effect delivery of the premises within a term of thirty (30) days. The parties herein acknowledge hereby that in the event foreseen in this paragraph LESSEE shall pay PISANO such rental price as shall cover the time during which LESSEE shall have effectively occupied such premises, while PISANO shall effect delivery of the deposit amount provided in article fourth hereinabove after duly effecting whatever deductions were appropriate. Paragraph II. It is expressly agreed that were LESSEE to be cancelled its free zone rating under Law 8-90 due to its fault duly proven, LESSEE shall be under the obligation to vacate and deliver PISANO the rented premises within a term of ninety (90) days as of the date of any such cancellation, LESSEE therefore losing its right to reimbursement of the guarantee deposit 13 provided in article Foue hereinabove and being compelled to pay the penalty foreseen in article second hereinabove, as well as the monthly rental price up until the time it were to actually and effectively vacate and deliver the rented premises, without prejudice of any other damages as appropriate. Paragraph III. It is understood by the parties that LESSEE shall as soon as possible deposit in the offices of PISANO a copy of such documentation as was used in support of its free zone rating application, and a copy of the Resolution by the National Council of Free Zones within a term of thirty (30) days as of the date of said Resolution. SEVENTH: LESSEE shall be entitled to withdraw upon the expiration hereof, such equiment as had been installed by LESSEE in the rented premises prior authorization by the General Customs Directorate, provided it shall leave the premises in the same condition as they were found, provided, however, any improvements introduced by LESSEE shall remain for the benefit of PISANO with no compensation whatever. EIGHTH: LESSEE shall at its own expense maintain the rented premises in good state of upkeep, thus undertaking all such maintenance repairs as were required therefor, as well as such as were necessary to repair any damages resulting from the fault of 14 LESSEE. It is understood that LESSEE shall not be responsible for repairing any damages resulting from hidden or structural defects in the rented premises. Twelve (12) months after delivery of the premises, all expenditures on account of disrepairs to floorings, doors and windows shall be covered by LESSEE. NINTH: LESSEE undertakes to secure insurance policies and maintain them in force so as to cover the rented premises against risks, such policies to name PISANO as beneficiary, securing as well third party liability insurance covering both individuals and property inside the premises as provided in the Regulations attached hereto. LESSEE furhter acknowledges the convenience for its business of securing insurance against any risk or losses involving machinery, equipment, raw materials, finished goods and other items making up the assets of the business. TENTH: Except for the two (2) year renewal option provided in Article Second (2) hereinabove, the parties herein agree hereby that this lease may not be tacitly extended. In the event LESSEE 15 desired to renew the lease after its agreed three (3) year term of duration and the two (2) year extension provided hereinabaove, PISANO shall be given written advice thereof one hundred and eighty (180) days before the time of said expiration. Any such renewal shall be approved through an agreement signed by both parties herein. ELEVENTH: It is expressly agreed that the working conditions prevailing in the leased premises shall abide by all such regulations and rules on health, industrial safety and others as have been provided by the Departments of Labor, Public Health and other interested agencies. TWELFTH: It is expressly agreed hereunder that the business operations of LESSEE shall be of a continuous nature; therefore, any temporary suspension of business in excess of seven (7) working days shall be advised in writing to PISANO within the next twenty-four (24) hours after any such suspension. Any discontinuance of business shall be duly justified by LESSEE to PISANO whether due to monetary, market, financial or labor reasons, and in this latter instance, due authorization must be secured from the Secretariat of Labor. LESSEE herein acknowledges hereby that in the event of any 16 suspension of business as above stated in no case shall LESSEE be released from complying with each and every one of its obligations hereunder. Similarly, LESSEE herein acknowledges that the basic aim of Law 8-90 on industrial free zones under which terms it is operating in the Dominican Republic is the creation of permanent sources of work. In the event of any suspension lasting over six (6) months in a given calendar year, PISANO shall be entitled to file for the termination hereof. THIRTEENTH: In the event of incompliance with any of the obligations of LESSEE hereunder, PISANO shall advise LESSEE of any such incompliance through certified letter return receipt requested or through bailiff's notice, therein giving LESSEE a thirty (30) day term to remedy any such incompliance. Were LESSEE to ignore any such communication, PISANO shall be entitled to demand the termination hereof further claiming such damages as might result from any such incompliance. FOURTEENTH: LESSEE shall repay PISANO all administrative expenditures incurred in drawing, executing and notarizing the lease herein, such expenses amounting to ONE THOUSAND, TWO HUNDRED AND FIFTY UNITED STATES DOLLARS (US$1,250.00). 17 Paragraph. In the event PISANO had to retain the professional services of an office of attorneys due to incompliance by LESSEE with any of its obligations hereunder, LESSEE shall reimburse PISANO all expenses and reasonable attorneys' fees incurred. FIFTEENTH: The parties herein expressly agree hereby that in the event of any disagreements or lawsuits respecting the lease herein, same shall be submitted to Dominican courts, waivering their right to resort to any other courts that may be empowered to hear said disagreements or lawsuits. Furthermore, it is agreed that for anything not specially contemplated herein, the parties shall abide by the provisions of Dominican laws. SIXTEENTH: For all the purposes and consequences hereof the parties elect their domiciles as follows: PISANO, at its main offices at Parque Industrial Santiago Norte, and LESSEE, at the law offices of PEREYRA & BIAGGI, located at 52 Mustafa Kemal Ataturk St. in the city of Santo Domingo, National District, Dominican Republic, where LESSEE shall be served any legal or extra legal documents concerning the execution hereof. SEVENTEENTH: The parties herein agree hereby to adscribe territorial jurisdiction to any of the following courts in the event of any differences between then: 18 A) For any matters falling under the jurisdiction or ratione materiae of a court of peace, to the Court of Peace of the Third Circumscription of the Municipality of Santiago. B) For any matters falling under the jurisdiction or ratione materiae of a Court of First Instance, to the Civil and Commercial Chamber of the Second Circumscription of the Court of First Instance of the Judicial District of Santiago. EIGHTEENTH: This agreement has been executed in both the Spanish and English languages. The parties herein expressly agree that in case of any interpretation controversy, the Spanish version will prevail. Executed and signed in two originals having the same tenor and effect, one for each one of the parties, in the city of Santiago de los Caballeros, Dominican Republic, on the twenty ninth (29) day of the month of June, nineteen hundred and ninety-three (l993). /s/ Jeannette Dominga Dominguez Aristy PARQUE INDUSTRIAL SANTIAGO NORTE, S. A. (PISANO) (by) Eng. Jeannette Dominga Dominguez Aristy Vice President of the Board of Directors /s/ Edmund John Feeley TIMBERLAND DOMINICANA, S. A. (by) Edmond John Feeley