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EXHIBIT 10.8
LEASE AGREEMENT FOR OFFICE ACCOMMODATION
AND OTHER BUSINESS ACCOMMODATION NOT GOVERNED BY
ARTICLE 7A: 1624 OF THE DUTCH CIVIL CODE
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based on the model adopted by the Real Property Council in February 1996.
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The undersigned:
NEDERLANDSE PHILIPS BEDRIJVEN B.V., established in Eindhoven, lawfully
represented by Mr Dijkema in his capacity as director hereafter referred to as
the "Lessor";
and
UNIPHASE NETHERLANDS B.V., established in Eindhoven, lawfully represented by ▇▇
▇▇▇ ▇▇▇▇▇ in his capacity as director, hereafter referred to as the "Lessee",
HAVE AGREED AS FOLLOWS
ARTICLE 1 - THE LEASED PROPERTY, DESIGNATION, USE
1.1. This agreement relates to the business accommodation (hereafter referred
to as the "leased premises") consisting of the following accommodation:
gross m(2) net m(2) annual rent in
NLG
WA 17,705 98 19,017
WY 24,630 1,994(56) 1,182,553
WZ 16,875 3,547 1,855,269
TOTAL 59,200 5,639 3,057,639
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The rent relates to the calendar year 1998 and includes the maintenance
costs and service costs as listed in annex 2, and excludes VAT.
1.2. The leased premises are located at the Natlab site, Professor Holstlaan
at Eindhoven, including parking places at the Natlab site.
1.3. A drawing showing the location of the leased premises is attached in
annex 1 a. A detailed list of the rooms and spaces leased is attached in
annex 1 b. The parties do not need further specification of the leased
premises.
1.4. The leased premises may be used as office space, for assembling
purposes, storage or production. Lessee shall have the right to access
for 24 hours a day. The installations, equipment and facilities present
in the leased premises at the moment of entry into force of this
agreement are part of the leased premises, unless they are listed in
schedule 1.25 Master Purchase Agreement of same date, containing the
schedule of the installations, equipment and facilities owned by the
lessee.
1.5. Without the Lessor's prior permission, the Lessee may not assign to the
leased property a designation different from the one specified in
Article 1.2. However, the lessee is entitled to change at its own
account, the designation of part of the premises into another
designation as described in Article 1.2.
1.6. The maximum permissible load which may be placed on the floors of the
leased property shall be 600 kg/m2 for manufacturing space and 300 kg/m2
for office space.
ARTICLE 2 - CONDITIONS
2.1. This agreement shall include the general conditions pertaining to the
leasing of office accommodation and other business accommodation not
governed by Article 7A: 1624, Dutch Civil Code of February 1996
(hereafter referred to as the "general conditions"). The general
conditions are part of the lease and attached in annex 2.
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ARTICLE 3 - TERM, RENEWAL, TERMINATION
3.1. This agreement has been concluded for a term of 5 (five) years
commencing on 1 June 1998 and expiring on 31 May 2003, subject to the
Lessee being entitled to terminate the lease with respect to each
building separately of the space leased prematurely subject to a period
of notice of 3 (three) months.
3.2. After expiry of the term specified in Article 3.1, this agreement shall
be renewed for a consecutive term of 5 (five) years, thus until 31 May
2008, unless the Lessee has given notice. With respect to this extension
period, the Lessee is also entitled to terminate the lease prematurely
subject to a notice period of 3 (three) months. Regarding articles 3.1
and 3.2 Lessor is entitled to earlier termination of the lease if Lessee
does not make use of the MOVPE reactors in buildings WY anymore for
production. Termination of part of the space leased by the Lessee is
possible after mutual agreement between the Lessee and the Lessor.
3.3. The period of notice for the Lessor is six months.
3.4. Notice must be given by writ or registered letter.
3.5. Premature termination of this agreement shall be allowed in the
situations specified in Article 7 of the general conditions.
ARTICLE 4 - PAYMENT OBLIGATION, PAYMENT PERIOD
4.1. The lessee's payment obligation shall comprise of:
- the rent, which is inclusive of the maintenance costs and the
service costs; as specified in annex 2.
- the value-added tax due on the rent, or an equivalent amount in
accordance with Article 5.
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4.2. The rent shall be based on the actual use of square meters, being for
1998 the amounts listed in the schedule in Article 1.1 and specified in
the schedule in annex 1 b.
4.3. The rent shall be adjusted in accordance with Articles 4.1 - 4.4 of the
general conditions for the first time on 1 January 2000. The parties
agree that the rent will not be adjusted to the market.
4.4. The lessor shall supply the services as stated in annex 2. The costs of
these
services are included in the rent. Thus, Article 12 of the general
conditions does not apply.
ARTICLE 5 - VALUE-ADDED (VAT)
5.1. All sums specified in this agreement shall be exclusive of VAT.
5.2. The parties agree that the Lessor shall charge the Lessee VAT on the
rent.
5.3. The Lessee herewith grants the Lessor and its legal successor(s) an
irrevocable power of attorney to file a joint application under Article
11(1)(b)(5) of the Sales Tax ▇▇▇ ▇▇▇▇ (application for taxed lease).
The Lessee shall on request co-sign the application and return it to the
Lessor within 14 days of receiving it from the Lessor.
5.4. Lessee declares that it is using the leased premises for purposes which
allow it to recover at least 90% of the VAT calculated on the rent
instalments. In the event this is no longer so, Lessee will report this
in writing to the Lessor.
5.5. In the event that the tax authorities, notwithstanding a properly filed
option request, do not allow a VAT taxed rent, or in the event approval
of taxed rent be withdrawn, Lessee shall compensate Lessor for its
damage as a result of the fact that part of the VAT that the Lessor
deducted when constructing the leased premises shall be reimbursed to
the tax authorities. The compensation to be
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paid by Lessee will occur by way of increase of the rent, this being at
most the amount of VAT that should have been due if taxed rent was
allowed.
5.6 Notwithstanding the foregoing, the Lessor is entitled to an additional
increase of the rent in accordance with the damage resulting from the
fact that it cannot recover its VAT on maintenance costs.
5.7 The Lessor shall supply all information and documents to the Lessee,
which reasonably can be required, with respect to its damage referred to
in this article. The Lessee shall have right to an audit with respect to
the damage claimed. The Lessor shall cooperate with such audit and make
available all books and documents reasonably required by Lessee to it
and to its accounts.
ARTICLE 6 - MISCELLANEOUS
6.1. The Lessee is, after having acquired written consent from the Lessor,
entitled to make structural and other adjustments to the leased
premises. The Lessor may give its consent conditionally, but may not
withhold its consent on unreasonable grounds. All adjustments will
remain the Lessee's property and Lessee will be entitled to remove these
adjustments unless the parties agree otherwise. They may agree the
following:
(1) the adjustments may not be taken away at the end of the lease; the
Lessee is or is not entitled to compensation by Lessor of part of the
investments; or
(2) the Lessee shall remove the adjustments at its own costs.
6.2. Lessor shall promptly after signing this agreement conduct at its own
account a soil investigation with respect to the leased premises, which
will serve as zero situation referred to in Article 2.6.1 of the general
conditions.
6.3. In deviation to that determined in Articles 2.5.1 and 2.5.2 of the
general conditions, the Lessee shall comply with all the terms and
conditions of the Environmental Control Act Permit issued to Lessor and
relating to the activities performed by Lessee in the leased premises.
The Lessee has received copy of this permit. The Lessor guarantees that
the competent authorities
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approve of the Lessee performing its business subject to Lessor's
Environmental Control Act Permit.
6.4. The Lessor undertakes to assist the Lessee with further developing the
Internal Environmental report and to assist the Lessee with filing the
request for an Environmental Control Act Permit, should this be
necessary, without being entitled to recover the costs thereof from the
Lessee.
6.5. The Lessor shall take out insurance (opstal- en brandverzekering) with
respect to the leased premises at its own account.
6.6. In addition to that determined in Articles 2.8 and 2.10.2 under b of the
general conditions, the Lessee shall be entitled to advertise its name
and product at the entrance of and elsewhere at the Natlab site,
provided that such advertisements can be deemed to be reasonably
acceptable to the Lessor.
6.7. In deviation of that determined in Article 9 of the general conditions
both daily maintenance and structural maintenance of the leased premises
is Lessor's responsibility and shall take place at Lessor's expense.
ARTICLE 7 - GUARANTEE
7.1 In deviation of the determined in Article 8.1 of the general conditions,
the Lessee shall not be obliged to issue a bank guarantee, provided that
Uniphase Corporation being Lessee's parent company guarantees the
fulfilment by Lessee of its obligations resulting from this agreement.
ARTICLE 8 - MANAGER
8.1 Subject to any statement to the contrary, the Lessor's manager shall be
The Facility Management of the Nat.lab.
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ARTICLE 9 - ADDENDA
9.1 This agreement shall comprise the following addenda:
- annex 1 a: drawings of the leased premises
- annex 1 b: rooms and spaces leased
- annex 2: maintenance and service costs included in the rent
- annex 3: general conditions
Drawn up and signed in triplicate originals,
/s/ M. DIJKEMA /s/ ▇▇▇ ▇▇▇▇▇
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Lessor: Nederlandse Philips Bedrijven B.V. Lessee: Uniphase Netherlands B.V.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Uniphase Corporation,
as guarantor
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ADDENDA
Pursuant to Item 601(b)(2) of Regulation S-K, the Addenda to the Lease Agreement
have been omitted. The Addenda will be submitted to the Securities and Exchange
Commission upon request.