Iceland-Reykjavik-Lynghals 1 Contract on Sale and Leaseback - The Icelandic Investment Bank and Islensk Erfdagreining ehf.
CONTRACT ON SALE AND LEASEBACK
8 June 1998
ISLENSK ERFDAGREINING EHF.
AND
THE ICELANDIC INVESTMENT BANK
The Icelandic Investment Bank (Fjarfestingarbanki atvinnulifsins hf). ID no.
501097-2179, Armuli 13, Reykjavik, hereinafter termed the lessor, and Islensk
erfdagreining ehf., Lynghals 1, Reykjavik, hereinafter termed the lessee, have
made an agreement that the lessor shall purchase from the lessee the property
Lynghals 1, Reykjavik, pursuant to the attached contract of sale and transfer of
title marked Appendix I (hereinafter "contract of sale") and that the lessee
lease the property for the lessee's business, from the date of the contract of
sale. The lessor and lessee have thus made the following.
SALE AND LEASEBACK AGREEMENT
ON THE PROPERTY LYNGHALS 1
1. PROPERTY
The lessee leases from the lessor the property Lynghals 1, Reykjavik, together
with the concomitant land-lease rights (hereinafter "the property.") This
consists of industrial and office accommodation as described more fully in
Appendix 1.
2. AMOUNT OF LEASE
The purchase price of the property pursuant to the contract in Appendix 1 is a
total of ISK170,000,000 (one hundred and seventy million ISK). The amount of the
lease comprises the purchase price, contract charge and lessor's costs due to
registration and stamp duty on the contract in Appendix 1. Details of the
composition of the amount of the lease are to be found in Appendix II (summary
of conditions).
3. INITIAL LEASE PERIOD
The agreed period of the lease begins on 5 June 1998 and ends without formal
notice on 4 June 2008.
4. CONDITION OF PROPERTY
The lessee is familiar with the condition of the property and is satisfied with
it in every way.
5. LEASE PAYMENTS
Payments on the lease shall be made monthly in arrears, the date of payment
being the 5th day of each month for the prior month. The first date of payment
is 5 July 1998, and the last date of payment 5 June 2008. Payment dates thus
total 120. If the date of payment is not a banking day, the due date shall be
transferred to the next banking day following. A banking day shall be regarded
as a day when banks are open both in Iceland and in the country of origin of the
foreign currency in which the lease is denominated.
The monthly lease payment agreed is USD 26,671.25, which shall be raised or
lowered in accord with changes in LIBOR interest rates (London Inter Bank
Offered
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Rate) on the inter-bank market in London for one-month USD loans, vis-a-vis the
interest rate plus interest supplement stated in Appendix II of this contract.
The lease payment each month shall be a sum equivalent to payments on a 10-year
annuity loan with 12 repayments per year. When LIBOR interest is calculated,
this shall be done on the basis of the interest rates published on Reuters BBA
page at 11 am (GMT) two days before the due date, and this shall apply to the
next period.
Should the lease payment or other payments covered by this contract not be paid
on the due date, the debt shall be subject to the highest legal penalty interest
rates from due date to date of payment.
The lessee shall pay, during the period of the lease, fees/costs due to
collection and receipt of individual lease payments.
All payments covered by his contract shall be made at a place to be decided by
the lessor, who shall inform the lessee of this.
6. OPERATIONAL COSTS, ETC.
The lessee shall, in addition to lease payments pursuant to Art. 5, pay all
operational costs of the property, including all property taxes, contributions
to joint maintenance work, costs due to improvements to the plot or the
property, and cost of a managing committee for the building if applicable.
Should the lessor pay operational costs payable by the lessee under the terms
above, this amount is payable at the next due date for lease payments.
The lessee shall reimburse the lessor for all taxes and duties that may be
imposed upon this contract or in connection with it, including those due to the
lessor's ownership of the property. The same applies to compensation that the
lessor may be required to pay as owner of the property, not covered by ordinary
property-owners' insurance, pursuant to Art. 7, para. 4. This does not, however,
apply to taxes that may be levied on the lessor's revenue from this contract, or
property tax that may be levied on the lessor's assets.
7. MAINTENANCE OF PROPERTY
The lessee shall treat the property with care, and in keeping with the agreed
use.
The lessee shall be responsible, at the lessee's own expense, for all
maintenance of the property, inside and out. The property shall be maintained in
good condition, by such measures as painting the property and renewing flooring
and other surfaces, in keeping with good practice regarding the maintenance of
leased property.
Should the property or its appurtenances be damaged, the lessee shall take
measures to repair the damage at the lessee's own expense and as soon as
possible.
The lessee shall purchase property-owner's insurance in the name of the lessor
with regard to the property, and continue this throughout the period of the
lease.
Should the lessee not fulfil the above obligations regarding maintenance and
repair as specified above, the lessor may have maintenance or repairs carried
out at the lessee's expense, and require reimbursement of the cost on the next
due date of the lease.
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8. ADDITIONS AND CONSTRUCTION
The lessee has the lessor's full permission to carry out those improvements and
additions to the property that are necessary in order to make it suitable for
the research work in human genetics and information technology that the lessee
carries out, and is known to the lessor. Those changes or improvements made by
the lessee to the property itself will automatically and without special
reimbursement become the property of the lessor, in keeping with practice in the
leasing and sale of commercial premises. The lessee shall seek the lessor's
consent for all changes which may be regarded as unusual for the activity of the
lessee. Should such changes or additions be made without the lessor's consent,
the lessor may require the property to be restored to its original condition,
without cost to the lessor.
The lessor is aware that the lessee plans to extend the property at Lynghals 1
within a few years. Permission has been obtained from municipal authorities for
an extension with a ground area of 1,500 sq.m. The lessor grants permission for
this extension to be carried out, should the lessee decide to undertake it. All
extensions to the existing property become the property of the lessee.
Concomitant land-lease rights, in keeping with the proportional size of the
present building and the extension to be constructed, will also become the
property of the lessee. The lessor undertakes to agree to the making of a new
agreement on the division of the property pursuant to the above, without any
special fee being paid. Costs of making the contract of division are to be paid
by the lessee.
Should the lessee intend to transfer property rights in an extension to Lynghals
1 to a third party, the lessor shall have preemptive rights to equal the offer
of the third party, whether this consists of sale, rental or sale and leaseback
of the extension. The lessor's pre-emptive right is contingent upon the lessor
still being owner of the property and payment of the outstanding amount of the
lease not having taken place pursuant to Art. 12.
9. OWNERSHIP, TRANSFER OF RIGHTS, ETC.
The lessor has, during the term of the lease, direct right of ownership in the
property.
The lessee shall, if liens should be imposed upon business equipment or other
chattels located on the property, whether as collateral or for attachment of
debts, ensure that the lien does not apply to the property. If any doubt exists
about this at the time of the lien being imposed, the property shall be clearly
excepted from the lien.
The lessor may transfer rights and obligations under the terms of this lease,
provided such as transfer does not in any way affect the rights of the lessee.
The lessee may not transfer the right to use of the property without the written
consent of the lessor. The lessor shall grant the lessee the right to sublet the
property, if it is certain that this will in no way affect the interests of the
lessor.
Direct ownership of the property and other ownership rights are transferred at
the end of the lease period to the lessee, or to a party nominated by the
lessee, provided the lessee has in every way fulfilled the obligations on the
lessee under the terms of this contract.
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10. INFORMATION
The lessee must submit to the lessor, no later than 6 months after the end of
the accounting year, a copy of the lessee's annual accounts.
11. RESCISSION AND SETTLEMENT
The lessor may rescind this contract if the lessee defaults seriously on
obligations under this contract.
Examples of serious default are:
1. The lessee neglects maintenance or repair to the property, so that it is at
risk of deterioration, or does not comply with the lessor's instructions to
rectify matters within four weeks from receipt of the notice.
2. The lessee sublets rights under the lease or sublets the property without
the consent of the lessor, and does not comply with the lessor's
instructions to rectify matters within four weeks of receipt of the notice.
3. The lessee does not make payments due on the lease, or other payments
payable to the lessor by the terms of this contract, on the due dates, and
remains in default for more than four weeks.
4. The lessee requests a moratorium on debts, an unsuccessful attempt is made
at attachment or impounding regarding the lessee, or liquidation
proceedings are requested by the lessee or creditors of the lessee, on the
basis of an unsuccessful attempt at attachment, the lessee seeks
composition of debts, or a decision is made to cease trading.
5. The lessee's financial position deteriorates so seriously after the signing
of the contract that it must be regarded as highly likely that the lessee
cannot fulfil obligations to the lessor, and the lessee does not comply
with the lessor's instruction to rectify the financial position within four
weeks of receipt of the notice.
Notices requiring rectification sent by the lessor to the lessee under the terms
of this article shall be sent by provable means, and the rectification required
shall be clearly stated.
Notice of rescission of the contract shall be in writing, and sent by provable
means.
Should the lessor rescind the contract due to default by the lessee, the lessee
shall within four weeks of the receipt of written notice of rescission pay to
the lessor all due but unpaid lease payments and other payments covered by this
contract which remain unpaid on the day of rescission, and all lease payments
not yet due, calculated to current value on the basis of the contract's interest
rate, minus half a percent (0.5% rescission supplement). The lessee's debt, thus
calculated, shall be subject to the highest legal penalty interest rates from
the above-mentioned due date until date of payment. In addition the lessee shall
pay the lessor, based upon invoices submitted by the lessor, all the lessor's
costs due to the default and rescission, including legal costs.
When the settlement has been completed as stated above, and the lessee shall be
free of all debt to the lessor, title to the property shall be transferred to
the lessee pursuant to Art. 9, para. 4.
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If settlement to the lessor is not carried out within the time stated above, the
lessor shall as soon as possible attempt to sell the property on the free
market. In such attempts to sell, the lessor shall take into account the
interests of the lessee.
If the property is sold, the sales price, minus sales costs, shall be deducted
from the lessee's debt as stated above, if and when the lessor has received the
sales price in money. Payment by cheque, bank draft or bond is not regarded as
payment in money. Attempt at sale does not affect the lessee's obligation to
pay.
12. LESSEE'S RIGHT TO PAY OFF REMAINDER OF LEASE
The lessee has the right to terminate this contract and reacquire the property
and all rights pertaining to the plot and other rights specified in the contract
of sale in Appendix I, at any time during the period of the lease, by paying off
all due lease payments and those not yet due, together with interest accruing,
in keeping with the provisions of the contract, calculated to present value on
the basis of the interest rate of the contract, on the day of settlement. In the
case of such a settlement, all ownership rights in the property are transferred
to the lessee, pursuant to Art. 9, para. 4.
13. RETURN OF THE PROPERTY
Should the period of the lease expire without transfer of rights pursuant to
Art. 9 para 4, the lessee shall return the property to the lessor in the same
condition as when it was received. The lessee bears sole and unlimited
responsibility for compensation for deterioration of the property or damage to
it, insofar as this is not classifiable as fair wear and tear due to normal or
agreed use. Should a dispute arise between the lessor and lessee on the amount
of compensation due to damage to the leased property, it shall be decided by the
decision of one court-appointed assessor, whose decision shall be final. The
assessor shall be appointed, and work, on the basis of laws on courts of
arbitration.
14. NOTICE
All notices to the lessee may be given at the address stated on the front of
this contract, unless the lessee has provably informed the lessor of a new
address.
15. APPENDICES
The Appendices especially mentioned in the this contract and/or signed as
appendices to the contract, are a part of the contract.
16. JURISDICTION
Should a dispute arise from this contract, the case may be conducted in the
Reykjavik District Court.
17. HEADINGS
Headings of articles 1-17 form no part of the content of the contract.
Reykjavik 8 June 1998
On behalf of the Icelandic Investment Bank
(signed) Bjarni Armannsson
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On behalf of Islensk erfdagreining ehf.
(signed) Kari Stefansson
Appendices:
I Contract and transfer of title dated 8 June 1998 II Summary of conditions
dated 8 June 1998
Witness to correct date, signature and financial competence of the parties
(signed) Tomas Sigurdsson, District Court Attorney
ID no. 180966-3159
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CONDITIONS OF SALE AND LEASEBACK AGREEMENT ON THE PROPERTY LYNGHALS 1, REYKJAVIK
08.06.1998
<TABLE>
<CAPTION>
<S> <C>
Lessee Islensk erfdagreining ehf.
Lessor Icelandic Investment Bank
Leased item Property Lynghals 1, Reykjavik
Amount in ISK 170,000,000
Amount in USD 2,403,846.15
Exchange rate ISK/USD 70.72
Libor interest rate, BBA 5.65625%
Interest supplement 1.15%
Contract charge % 0.5%
Contract charge, USD 12,019.23
Stamp duty on sales contract, ISK 453,776.00
Cost due to registration of sale, ISK 3,600.00
Lease payment per month, USD 27,671.25
Payable, USD 2,385,359.50
Date of payment 09.06.1998
Paid into account no. 115-38-129228
Frequency of lease payments monthly
No. of lease payments 120
First due date 5.7.1998
Final due date 5.6.2008
Appendix I with sale and leaseback contract
</TABLE>
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Document drawn up by:
Tomas Sigurdsson, District Court Attorney
ID no. 180966-3159
Armuli 13a, 155 Reykjavik
CONTRACT OF SALE AND TRANSFER OF TITLE
Islensk erfdagreining ehf., ID no. 691295-3549, Lynghals 1, Reykjavik,
hereinafter termed the seller, hereby sells and transfers to the Icelandic
Investment Bank (Fjarfestingarbanki atvinnulifsins hf.), ID no. 501097-2179,
Armuli 13a, Reykjavik, hereinafter termed the buyer, to full ownership and right
of disposal of the property specified below.
I. THE ITEM TRANSFERRED.
The seller transfers to the buyer full ownership and right of disposal of the
property Lynghals 1, Reykjavik, together with all appurtenances, including the
appurtenant plot of land in keeping with land lease document numbered
E-12887/1981.
More precisely this consists of the following parts of the property, classified
by the numbering system of the Evaluation Office of Iceland.
<TABLE>
<CAPTION>
Evaluation no. Ev. Part Use Area Property
evaluation
<S> <C> <C> <C> <C>
204-4238 01 0001 warehouse 1,113.1m2 33,613,000
204-4239 01 0101 industrial 1,241.2m2 48,071,000
204-4240 01 0201 offices 965.2m2 31,760,000
3,319.5m2 113,444,000
</TABLE>
II. DELIVERY - CONDITION
The property transferred is delivered to the buyer today. The buyer has examined
the condition of the property and is entirely satisfied with it.
III. SALES PRICE AND PAYMENT
The agreed purchase price, ISK170,000,000, one hundred and seventy million ISK,
has been paid in full.
IV. OBLIGATIONS AND LIENS
The property is sold free of all liens with the exception of the above.
V. PROFITS AND COSTS
The purchaser shall receive the profits and pay the expenses of the property
sold from the day of delivery, but the seller until that time. The property is
leased back to the seller by a sale and leaseback agreement dated today, under
whose terms the seller shall pay all operational costs of the property.
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Should a dispute arise from the transfer of title, the case may be conducted in
the Reykjavik District Court.
In confirmation of which, signatures of the buyer and seller in the presence of
witnesses.
Reykjavik 8 June 1998
Seller
On behalf of Islensk erfdagreining hf.
(signed) Kari Stefansson
Buyer
On behalf of the Icelandic Investment Bank
(signed) Bjarni Armannsson
Witnesses to the correct date, signature and financial competence of the
parties.
(signed) (illegible)
ID no. 080263-2289
(signed) Tomas Sigurdsson, district court attorney
ID no. 180966-3159
Appendix II with sale and leaseback agreement.
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