Exhibit 10.2
MASTER LEASE
AGREEMENT
(Excluded Manufacturing
Assets)
between
GENERAL MOTORS
CORPORATION,
a Delaware
corporation
(“Landlord”)
and
GENERAL MOTORS
COMPANY,
a Delaware
corporation
(“Tenant”)
Dated: July 10,
2009
TABLE OF CONTENTS
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Page
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1.
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LEASE SCHEDULE
AND EXHIBITS
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1
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2.
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AGREEMENT TO
LEASE
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1
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3.
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LEASE
TERM
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1
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4.
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RENTAL
PAYMENTS
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1
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4.1
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Rent
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1
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4.2
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Utilities and
Services
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2
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4.3
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Interest on
Late Payments
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2
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5.
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USE
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2
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6.
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TAXES
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3
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7.
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CONDITION OF
PREMISES
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3
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8.
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MAINTENANCE
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3
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8.1
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Capital
Repairs
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3
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8.2
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Tenant’s
Maintenance
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4
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9.
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ASSIGNMENT AND
SUBLETTING
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4
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9.1
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By
Tenant
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4
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10.
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LANDLORD’S TITLE AND QUIET
ENJOYMENT
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5
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11.
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ALTERATIONS AND
IMPROVEMENTS; LIENS
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5
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11.1
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Alterations,
Additions and Improvements
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5
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11.2
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Liens
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5
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12.
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TENANT TRADE
FIXTURES AND PERSONAL PROPERTY
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6
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13.
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INSURANCE
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6
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13.1
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Tenant’s
Insurance
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6
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13.2
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Form of
Insurance
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7
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13.3
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Mutual
Waiver
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7
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14.
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DAMAGE AND
CONDEMNATION
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7
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14.1
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Damage or
Destruction
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7
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14.2
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Condemnation
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8
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15.
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RETURN OF
PREMISES; FACILITY IDLING PROCESS
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8
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16.
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HOLDOVER
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9
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17.
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EVENTS OF
DEFAULT; REMEDIES
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10
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17.1
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Events of
Default
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10
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17.2
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Remedies
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11
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17.3
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Landlord
Defaults
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11
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17.4
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Limitation on
Liability
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11
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18.
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ENVIRONMENTAL
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12
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18.1
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Definitions
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12
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18.2
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Agreements
regarding Environmental Matters
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12
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19.
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NOTICE
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14
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20.
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ENTRY UPON
PREMISES
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14
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21.
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GENERAL
PROVISIONS
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14
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21.1
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Brokerage
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14
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21.2
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Amendments
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14
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21.3
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Severability
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15
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21.4
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Attorney’s Fees
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15
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21.5
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Time of
Essence
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15
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21.6
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Waiver
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15
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21.7
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Successors and
Assigns
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15
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21.8
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Governing
Law
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15
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21.9
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Estoppel
Agreements
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15
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21.10
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Subordination,
Non-Disturbance Agreement
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15
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21.11
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Intentionally
Omitted
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15
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21.12
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Force
Majeure
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16
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21.13
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Consent
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16
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21.14
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Time Period for
Payment
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16
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21.15
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Execution of
Lease
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16
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21.16
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Counterparts
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16
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21.17
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Confidentiality
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16
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21.18
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Jurisdiction
for Dispute Resolution
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17
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21.19
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Gender
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17
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22.
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WAIVER OF
LANDLORD LIEN
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18
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23.
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CONTRACTION
RIGHT
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18
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24.
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TENANT’S
LIABILITY
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18
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25.
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PURCHASE
OPTION
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19
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ii
Exhibit A - Premises
Exhibit B - Target End
Dates
Exhibit C - Rent
iii
LEASE SCHEDULE
This Lease Schedule is made a part
of that certain Master Lease Agreement (Excluded Manufacturing
Assets) attached hereto, including all Exhibits (the “
Lease ”), between Landlord and Tenant (as such terms
are defined below).
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1.
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Landlord:
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General Motors
Corporation, Delaware corporation.
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2.
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Tenant:
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General Motors
Company, a Delaware corporation.
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3.
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Date of
Lease:
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July 10,
2009.
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4.
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Premises:
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The term
“ Premises ” shall mean (a) the land owned by
Landlord (the “ Land ”) at the common addresses
set forth on Exhibit A attached hereto and made a part
hereof, (b) the building or buildings located on the Land (the
“ Buildings ”), (c) any other improvements
located on the Land (collectively with the Buildings, the “
Improvements ”), and (d) and all appurtenances
belonging to or in any way pertaining to said Land and
Improvements, subject to Section 23 hereof.
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5.
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Facility:
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Each separate
property listed on Exhibit A , including the Land,
Buildings, Improvements and appurtenances related
thereto.
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6.
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Longer Term
Facility:
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Collectively,
the Mansfield Facility and the Grand Rapids Facility (as defined on
Exhibit A ).
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7.
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Commencement
Date:
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July 10,
2009.
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8.
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Production
Period:
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With respect to
each Facility, the date commencing on the Commencement Date and
expiring on the date set forth in a written notice delivered by
Tenant to Landlord with respect to one or more Facilities (each, a
“ Production End Notice ”) that a production run
has ended at such Facility. Tenant shall deliver a Production End
Notice within ten (10) business days after production has ceased at
the applicable Facility or Facilities.
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9.
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Idling
Period:
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With respect to
each Facility, the period commencing on the date set forth in the
Production End Notice and expiring on the Termination
Date.
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10.
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Target End
Dates:
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See Exhibit
B .
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iv
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11.
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Termination
Dates:
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See Section
3.
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12.
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Term:
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The term
commencing on the Commencement Date and expiring on the Termination
Date with respect to each Facility.
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13.
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Contraction
Right:
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See Section
23 .
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14.
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Rent:
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See Section
4 and Exhibit C .
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15.
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Use:
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See Section
5 .
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16.
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Landlord’s Address:
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General Motors Corporation (hereafter to be
known as Motors Liquidation Company)
GM Global Headquarters
Mail Code 482-C37-A99
300 Renaissance Dr.
Detroit, MI 48265
Fax: (248) 204-0674
Attn: Christian B. Cook
With a copy to:
Weil, Gotshal & Manges LLP
1395 Brickell Avenue
Suite 1200
Miami, Florida 33131
Fax: (305) 374 7159
Attn: Beatriz Azcuy-Diaz
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17.
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Tenant’s
Address:
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General Motors Company
c/o Worldwide Real Estate
200 Renaissance Center
Mail Code #482-B38-C96
Detroit, Michigan 48265
Fax: (313) 665-6619
Attn: Executive Director of Worldwide Real
Estate
With a copy to:
General Counsel
General Motors Company
P.O. Box 300
Mail Code #482-C25-D81
Detroit, Michigan 48265
Fax: (313) 665-4960
Attn: Gordon M. Ing
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v
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18.
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Exhibits to
Lease:
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Exhibit A – Premises
Exhibit B – Target End Dates
Exhibit C – Rent
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vi
MASTER LEASE
AGREEMENT
(Excluded Manufacturing
Assets)
THIS LEASE is made and entered into
as the date set forth on the Lease Schedule to which this Lease is
attached (the “ Lease Schedule ”) by and between
Landlord and Tenant.
WHEREAS, Landlord owns the Land and
the Improvements and the appurtenances thereto, which together
comprise the Premises; and
WHEREAS, Tenant desires to lease the
Premises on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration for
the mutual covenants herein contained, and other valuable
consideration, the parties agree as follows:
1. LEASE SCHEDULE AND
EXHIBITS . The Lease
Schedule and all Exhibits attached hereto are hereby incorporated
herein by this reference. All capitalized terms used herein that
are not specifically defined herein shall have the meanings set
forth on the Lease Schedule. The Tenant and the Landlord are
collectively referred to herein as the “ Parties
”.
2. AGREEMENT TO LEASE
. Upon the terms and
conditions set forth herein, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the Premises and any and all
fixtures, machinery, equipment and personal property (collectively,
the “ Landlord Fixtures and Personal Property ”)
owned or leased by Landlord, used in connection with the operation,
maintenance and/or repair of the Facilities as of the Commencement
Date and located on the Premises.
3. LEASE TERM .
Unless sooner terminated or extended
pursuant to the terms hereof, the term of this Lease (the “
Term ”) shall commence as of the Commencement Date and
shall end on the respective Termination Date with respect to each
Facility. The “ Termination Date ” with respect
to each Facility is the date, after the Target End Date, that is
ninety (90) days after Tenant notifies Landlord in writing
that this Lease will terminate with respect to such Facility,
provided that the Termination Date shall not be later than
(a) December 31, 2013 with respect to the Longer Term
Facilities or (b) the date that is twenty-four
(24) months after the Target End Date with respect to any
other Facility; provided that if this Lease terminates (whether
pursuant to Section 17.2 hereof or otherwise)
(x) prior to December 31, 2013, with respect to any
Longer Term Facility or (y) prior to the date that is
twenty-four (24) months after the Target End Date, with
respect to any other Facility, then, in the case of clause
(x) or (y), the Termination Date for such Facility shall be
the date on which this Lease so terminates.
4. RENTAL
PAYMENTS .
4.1 Rent .
During a Production Period with
respect to each Facility, Tenant shall pay to Landlord annual base
rent equal to One Dollar ($1.00) per useable square foot, as set
forth in Exhibit C (the “ Rent ”), in
monthly installments, on or before the first day of each calendar
month during the Term hereof. Rent shall be paid to Landlord at
Landlord’s Address (as defined in the Lease Schedule) and
Rent for any partial months shall be prorated based on the total
number of days in that month. Landlord and Tenant hereby stipulate
that the useable square footage with respect to each Facility is
set forth on Exhibit A , provided that
1
Landlord and Tenant hereby
acknowledge that Tenant leases and is obligated to pay expenses
associated with the entirety of each Facility during the Term, each
in accordance with the terms of this Lease. All payments by Tenant
shall be made in lawful money of the United States. Commencing on
the first day of the Idling Period with respect to each Facility
and continuing for twelve (12) months thereafter, Tenant shall
have no further obligation to pay Rent allocable to such Facility,
but Tenant shall be obligated to pay all other amounts payable
hereunder with respect to such Facility other than taxes on
Landlord Fixtures and Personal Property located on such Facility
through the Termination Date. Notwithstanding the foregoing, if
Tenant has not surrendered a Facility within twelve
(12) months after the commencement of the Idling Period with
respect to such Facility, Tenant shall thereafter resume paying
Rent on a monthly basis from and after such date, provided
tha