Official Translation of
Principle Agreement
The private company "Xxxxxx Xxxxxx International BV", according to its Articles
of Association with its corporate seat in Maastricht, hereinafter: "Xxxxxx
Xxxxxx International", in the present matter duly represented by Xx. X.X.
Xxxxxxx.
and
the public law entity, the municipality of Maastricht, with seat in Maastricht,
hereinafter: "the Municipality", in the present matter duly represented by: Mr.
Ph.X.X.X. Xxxxxx.
Whereas
Xxxxxx Xxxxxx International is the legal owner of several parcels of land on the
"Bosscherveld" industrial estate in Maastricht;
The Municipality requires the title to these parcels and others in order to
realize the transformation process of the west bank of the Xxxx;
Xxxxxx Xxxxxx International is willing to transfer the title of these parcels to
the Municipality, if and to the extent that it is paid a realistic market price
and is given the opportunity to relocate to an alternative industrial property,
and if the relocation can be arranged in such a way as not to disrupt its
production process.
Do hereby agree as follows:
A. The sale of the parcels of land currently belonging to Xxxxxx Xxxxxx
International
Article 1: The sale of the parcels of land currently belonging to Xxxxxx Xxxxxx
International
1.1 Xxxxxx Xxxxxx International hereby sells to the Municipality, in the
same way that the Municipality hereby purchases from Xxxxxx Xxxxxx
International, the parcels of property known at the Land Registry as
Municipality of Maastricht, section H, number 2597, measuring 2
hectares, 89 ares and 65 centiares, section D, number 3877, measuring
8 ares and 50 centiares, both parcels known locally as no. 40,
Industrieweg, and section H, number 2555, measuring 93 ares and 9
centiares, known locally as no. 41-43, Sandersweg, hereinafter
jointly: "the property".
1.2 The Municipality of Maastricht intends to use the property for the
transformation process of the west bank of the Xxxx, in connection
with which the Municipality of Maastricht will enter into a joint
venture with Stichting Bedrijfspensioenfonds voor de Bouwnijverheid
and ING Vastgoed. Xxxxxx Xxxxxx International does not object to this
proposed use, to the extent it will not affect its business operations
on its present location, or the orderly relocation of that business.
Article 2: The purchase price
2.1 The purchase price of the property is NLG 25,000,000 (twenty-five
million Dutch guilders) (EUR 11.344.505,40). The costs of transfer,
including the taxes due to the delivery and obtaining of the premises,
will be paid by the Municipality. In case VAT is due above the
purchase price, it is expressly agreed that the taxes due includes
VAT.
2.2 The Municipality will pay this purchase price on the Date of Transfer.
Article 3: The deed of delivery
3.1 The property will be delivered beneficially and legally to the
Municipality. Delivery expressly does not include the Sold machinery
on location, company installations and inventory, among which the
supplementary materials should be included as mentioned in article
3.254 Civil Code. The purchase price does not include any compensation
for the Sold machinery on location, company installations and
inventory. In as far as the machinery, company installments and
inventory fall under property, they will be expressly excluded from
the economic transfer.
3.2 The deed of delivery of the property will be executed before a civil
law notary to be designated by the Municipality at the latest on
December 30, 2001, hereinafter: "Date of Transfer".
Article 4: The condition of the property upon transfer of the economic ownership
4.1 The property will be delivered on the Date of the Transfer, free of
mortgages and attachments, but including any other real rights and
qualitative obligations with which the parcels may be charged.
Article 5: Continued use by lease
5.1 After the Date of Transfer, Xxxxxx Xxxxxx International will remain
authorized to continue using the property by lease until December 31,
2005 or such later date as is necessary for Xxxxxx Xxxxxx
International's Alternative Parcel to be ready for occupancy, plus a
reasonable period for relocating its business activities.
5.2 Xxxxxx Xxxxxx has to pay for the continue use of the property after
the Date of Transfer a sum of NLG 11,02 (EUR 5,00) per month, added
with VAT.
Two years after the property is ready for construction work to
commence and the permits and licenses for the new premises become
final, especially the building and environmental permits and licenses,
the rent is increased to a sum of NLG 100,000 (EUR 45.378,02) per
month, added with VAT, for the continued use of the property.
Subsequently each six months the rent per month will be increased with
NLG 50.000,-- (EUR 22.689,01), added with VAT, till a maximum of NLG
250.000,-- (EUR 113.445,05) rent per month.
5.3 As long as Xxxxxx Xxxxxx International continues using the property,
its entire maintenance will be for Xxxxxx Xxxxxx International's
account. Xxxxxx Xxxxxx International must keep the property in a
satisfactory state of maintenance until the date on which it is
vacated.
5.4 All real charges, taxes (including the property tax payable by both
the user and the owner) and insurance payable during the continued
use, until the date on which the property is vacated, will be for
account of Xxxxxx Xxxxxx International.
5.5 As long as Xxxxxx Xxxxxx International continues using the property,
the Municipality is authorized to obtain access in consultation with
Xxxxxx Xxxxxx International, in order to conduct studies to prepare
the property for the future use proposed by the Municipality, to the
extent these studies do not damage the property and do not disrupt
Xxxxxx Xxxxxx International's production process.
Article 6: After lease termination of the Property continuing use for the
purpose of the production and storage of curtain rails
6.1 Xxxxxx Xxxxxx International is using part of the property measuring
circa 5,500 sq.m. for the purpose of the production and storage of
curtain rails. After termination of the use as described in article
5.1, Xxxxxx Xxxxxx International will be entitled to continue to use
by rent that part of the property for this purpose until further
notice.
6.2 Xxxxxx Xxxxxx International has to pay for the continuing use of the
property measuring 5,500 sq.m. from the date of termination of the
lease with respect to the whole premises as described in article 5.1.
a rent of NLG 11,02 (EUR 5,00), added with VAT.
6.3 Xxxxxx Xxxxxx International must give one month's notice of
termination. The Municipality must give nine month's notice of
termination. Either way notice of termination must be given in writing
and can be done without reason.
6.4 As long as Xxxxxx Xxxxxx International continues using the part of the
property of 5.500 sq.m up to the actual hand-over of this part of the
property, its entire maintenance will be for Xxxxxx Xxxxxx
International account. All real charges, taxes (including the property
tax payable by both the user and the owner) and insurance payable
during the continued use, until the date on which the property is
vacated, will be for account of the Municipality.
Article 7: Actual hand-over of the property at the end of the continued use
7.1 Xxxxxx Xxxxxx International will hand over the property to the
Municipality empty and vacated, and free of tenancies and/or use at
the end of the continued use, herein: "vacated". If Xxxxxx Xxxxxx
International opts of its right of continued use of the part of the
property as described in Article 6.1. Xxxxxx Xxxxxx International is
only obliged to actual hand-over this part if the right of continued
use is ended .
7.2 Xxxxxx Xxxxxx International will hand over the property to the
Municipality with its fixtures. Nonetheless, Xxxxxx Xxxxxx
International will be authorized to remove from the property any items
which it needs for its business operations at the end of the continued
use as described in Article 5.1. and/or Article 6.1., whereupon Xxxxxx
Xxxxxx International will not be required to adjust any costs or to
pay the Municipality any compensation whatsoever.
Article 8: Soil contamination
8.1 The Municipality declares that it is aware of the use which Xxxxxx
Xxxxxx International and/or any allied companies currently makes and
has made of the property in the past, and that it has taken note of
the soil inspection reports, as mentioned in detail in the letter
dated December 14th, 2001 and in particular the `Xxxxx bodemonderzoek
TR-1 te Maastricht' of November 20, 1998, drawn up by Tebodin B.V.
8.2 The Municipality hereby accepts the property together with the present
soil contamination, and any soil contamination which may be caused by
Xxxxxx Xxxxxx International's and/or any allied companies normal
business operations.
8.3 Xxxxxx Xxxxxx International and/or any allied companies is only liable
for contamination and required to compensate the resulting
decontamination costs, if there is question of a serious soil
contamination within the meaning of the `Wet Bodemverontreiniging'
[the Dutch Soil contamination Act] which is caused after the signing
date of the present agreement as a result of a deliberate act or
omission by Xxxxxx Xxxxxx International and/or of violation of the
environmental permit and which is such that decontamination is urgent
on the basis of the current use of the property.
8.4 The Municipality will indemnify Xxxxxx Xxxxxx International and/or any
allied companies against liability for existing soil contamination
against thirds, the Kingdom of the Netherlands included.
B. Alternative location
Article 9: The sale
9.1 The Municipality will offer Xxxxxx Xxxxxx International a parcel of
land on the industrial estate on the "Eijsden-Maastricht" zoning plan
with a maximum of 4 hectares, as marked as a hatched area in detail on
the site plan annexed hereto as annex 1 (hereinafter: "the Alternative
Parcel").
9.2 Upon first request of Xxxxxx Xxxxxx the parties will fix the precise
location of the Alternative Parcel by joint consent, taking account
not only of the expected layout and the schedule of requirements of
the new Xxxxxx Xxxxxx International premises but also the extent in
which the remaining area can be usefully parceled out. In any case, it
will be an unbroken parcel that will not be separated by a road.
9.3 The Alternative Parcel will be delivered ready for construction work
to commence and will also be environmentally suited for Xxxxxx Xxxxxx
International proposed industrial use.
9.4 The Alternative Parcel will be bought in the expectation that Xxxxxx
Xxxxxx International and/or any allied companies will use the
alternative parcel for production purposes. If, for any reason, Xxxxxx
Xxxxxx International wishes to dispose of the alternative parcel
before construction work commences, it will be required to offer it
first to the Municipality on the same financial terms specified in
article 10 as those on which it acquired the Alternative Parcel from
the Municipality.
9.5 The Alternative Parcel will be delivered together with the public
utilities customary for this type of industrial estate.
Article 10: The Purchase price
10.1 The purchase price of the Alternative Parcel is NLG 110 (EUR 49,92)
per m2, excluding VAT, price level as of December 31, 2002. At the
time of the legal transfer of the Alternative Parcel, the purchase
price will be fixed on the basis of the actual surface area being
offered.
10.2 The purchase price of the Alternative Parcel must be paid at the date
of the Deed of Transfer of the Alternative Parcel. The purchase price
will be increased with interest at a rate of 7% per annum as soon as
Xxxxxx Xxxxxx International acquires irrevocable building and
environmental permits and licenses, but no earlier than as of January
1, 2003.
Article 11: The transfer of the legal ownership
11.1 The deed of delivery for the transfer of the legal ownership of the
Alternative Parcel will be executed before a civil-law notary
designated by Xxxxxx Xxxxxx International 6 weeks after Xxxxxx Xxxxxx
International acquires valid building and environmental permits and
licenses and the parcel for the alternative location is ready for
construction work to commence.
Article 12: The development of the new Xxxxxx Xxxxxx International premises
12.1 Xxxxxx Xxxxxx International will realize its new premises on the
alternative parcel on the industrial estate after the notarial deed of
delivery is executed for the property.
12.2 Xxxxxx Xxxxxx International will form a construction team to develop
the construction plan, which will include a representative from the
Municipality. The construction team may not adopt resolutions on the
development of the plan and the new premises, and Xxxxxx Xxxxxx
International will have sole and exclusive control at all times.
The construction team will discuss, `inter alia', which public law
procedures will need to be followed for the development and
realization, and for the operation and preservation of the permits and
licenses necessary for Xxxxxx Xxxxxx International's business
operations. This team will also discuss which planning procedures must
be followed in order to realize the new premises. The point of
departure for scheduling the construction of the new premises is that
these premises must have an irrevocable zoning scheme, necessary
permits and licenses and production must be able to commence on or
around June 30 2005.
12.3 Xxxxxx Xxxxxx International will develop a plan for new construction,
for which building and environmental permits and licenses before July
1, 2003. Xxxxxx Xxxxxx International is obliged to render without any
delay all necessary information for the permits asked for to the
Municipality upon request by the responsible civil-servant.
C. Final provisions
Article 13: Further agreements
13.1 The Municipality and Xxxxxx Xxxxxx International will enter into a
deed of delivery for the property with due observance of the present
agreement.
13.2 The Municipality and Xxxxxx Xxxxxx International will enter into a
deed of legal transfer for the Alternative Parcel with due observance
of the present agreement.
Article 14: Reservation
14.1 Xxxxxx Xxxxxx International enters into the present agreement on the
condition that it obtains the approval of its shareholder and the
shareholder of Xxxxxx Xxxxxx International Holding B.V.
14.2 The parties are required to submit to each other the present agreement
for approval as soon as possible after signing and to notify the other
party of the outcome. If either party fails to obtain the necessary
approval, the present agreement will become ineffective and the
parties will jointly negotiate the new situation.
Thus done...
