Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 117 564K
10: EX-10.10 Amendment #1 Stock Option Plan 4 23K
11: EX-10.11 Amendment #2 Stock Option Plan 1 9K
12: EX-10.12 Amendment #3 Stock Option Plan 2 13K
13: EX-10.13 Loan Agreement 22 71K
14: EX-10.14 Amendment #1 Loan Agreement 2 13K
15: EX-10.15 Amendment #2 Loan Agreement 2 14K
16: EX-10.16 Credit Agreement 141 486K
17: EX-10.17 Amendment #1 Credit Agreement 21 35K
18: EX-10.18 Amendment #2 Credit Agreement 4 17K
2: EX-10.2 Stock Purchase Agreement 45 213K
19: EX-10.20 Saturn Membership Regulations 38 131K
20: EX-10.21 Amendment #1 Membership Regulations 1 10K
21: EX-10.22 Amendment #2 Membership Regulations 4 21K
22: EX-10.23 Amendment #3 Membership Regulations 1 10K
23: EX-10.24 Amendment #4 Membership Regulations 1 11K
24: EX-10.25 Sublease 8 35K
25: EX-10.26 Amendment to Sublease 1 12K
3: EX-10.3 Methuen Division 21 100K
4: EX-10.4 Stock Purchase Agreement 6 31K
5: EX-10.5 Agreement and Plan of Merger 44 222K
6: EX-10.6 Split Dollar Agreement 12 40K
7: EX-10.7 Independent Contractor 6 26K
8: EX-10.8 Amendment to Independent Contractor 1 11K
9: EX-10.9 Saturn Stock Option Plan 12 46K
26: EX-23.1 Consent Pricewaterhousecoopers LLP 1 9K
27: EX-23.2 Consent Ernst & Young 1 9K
28: EX-27.1 Financial Data Schedule 1 11K
EXHIBIT 10.25
SUBLEASE
THIS SUBLEASE, made as of the 20th day of August, 1999, by and between
SATURN ELECTRONICS & ENGINEERING, INC., a Michigan corporation, whose address is
255 Rex Boulevard, Auburn Hills, MI 48326 ("Saturn"), and MSX INTERNATIONAL
ENGINEERING SERVICES, INC., a Delaware corporation, whose address is 275 Rex
Boulevard, Auburn Hills, MI 48326 ("Sublessee").
WITNESSETH:
1. LETTING CLAUSE. Saturn agrees to sublease to Sublessee a portion of the
premises located at 255 Rex Boulevard, the City of Auburn Hills, Oakland County,
Michigan (the "Property"), which portion of the Property is identified on
Exhibit A as Area l office (6385 square feet), Area 2 office (4600 square feet),
Area 3 office (1400 square feet), Area 4 shop (2760 square feet), Area 5 shop
(3000 square feet), prorated common areas (428 square feet), and prorated common
shop area (1140 square feet) attached hereto and hereby made a part hereof (the
"Leased Premises"). The Leased Premises consist of the portions of the Property
which Sublessee occupied immediately prior to commencement of this Sublease.
2. TERM. The term of this Sublease shall commence as of 12:01 a.m., local time
August 1, 1999, and unless sooner terminated in accordance with the provisions
of this Sublease, shall end at 11:59 p.m., local time July 31, 2000. Sublessee
shall have the option to terminate any or all areas identified in section 1 of
this Sublease prior to expiration of the term by providing Saturn with written
notice of termination at least ninety (90) days prior to the desired date of
termination. The term of this Sublease shall automatically end with the
termination of the Primary Lease (defined in Section 5 below). It is expressly
understood that Saturn has no obligation to extend or renew the Primary Lease
beyond its present term and Saturn will have no liability or obligation to
Sublessee in the event of a premature termination of the Primary Lease, or an
eviction by the landlord under the Primary Lease. Saturn may allow for an
additional 1 year term for area 2 provided that the Sublessee requests such an
extension in writing 90 days prior to the Sublease termination date.
3. BASIC RENTAL. Sublessee, in consideration of this Sublease, shall pay to
Saturn as basic rental based on current occupancy, monthly installments in
advance upon the first day of each and every month, the sum of Twenty Five
Thousand Five Hundred Three and 53/100 Dollars ($25,503.53). This rental payment
is calculated based on an office area and common area rental rate of $17.10 per
square foot, and a shop area and common area rental rate of $12.60 per square
foot. Monthly rental payment shall be adjusted based on occupancy during the
billing month. It is the intent of the parties hereto that this is a modified
gross lease and that Sublessee shall not have any payment obligations to Saturn
other than (a) basic rental provided for above, (b) Sublessee's obligations to
pay for telephone usage charges and any additional or different telephone
equipment which the Sublessee may install or use in the Leased Premises, and (c)
Sublessee's personal property taxes applicable to the Leased Premises of
Sublessee's personal property to the extent included in Sublessee's taxes.
PAGE 1 OF 8
4. USE OF THE LEASED PREMISES. The Leased Premises may be used and occupied by
the Sublessee for light industrial (including, but not limited to,
engineering, design, modeling, and model making, testing and production,
prototype manufacture), research and office purposes only and for no other
purpose or purposes without the prior written consent of Saturn. Sublessee
covenants and agrees that it shall not use, or suffer or permit to be used,
the Leased Premises, or any part thereof, for any purpose or in any manner
in violation of any law, ordinance, regulation or restriction affecting the
Leased Premises, and that, on any breach hereunder, Saturn may, at its
option, immediately terminate this Sublease and re-enter and repossess the
Leased Premises.
5. PRIMARY LEASE.
a) Sublessee hereby acknowledges and agrees that the leasehold interest
granted pursuant to this Sublease is subject and subordinate to the
terms, conditions and provisions of that certain Lease dated November
17, 1998 (the "Primary Lease"), by and between Anthony Bennett
Properties, as "Landlord," and Saturn, as "Tenant," all of which are
incorporated herein and by this reference made a part hereof.
b) Where, pursuant to the Primary Lease, the "Tenant" therein is
obligated to give notice to and/or secure the consent or approval of
the "Landlord" therein, Sublessee shall give notice to and/or secure
the consent or approval of both "Landlord" and Saturn.
c) Saturn shall have vis-a-vis Sublessee and this Sublease, all the
rights (but not the obligations) reserved unto or granted to the
"Landlord" pursuant to the Primary Lease, all of which are
incorporated herein and by this reference made a part hereof, and
Sublessee shall observe and acknowledge all such rights as if it were
"Tenant" and Saturn were "Landlord" under the Primary Lease; provided,
however, that in no event shall any period of time for performance or
opportunity to cure of Sublessee extend beyond the last day for
performance or opportunity to cure by Saturn under the Primary Lease.
d) Sublessee shall make all rental payments under this Sublease directly
to Saturn and not to "Landlord" or any other party.
e) Notwithstanding anything herein to the contrary, Saturn shall have no
obligation to perform the obligations of the "Landlord" under the
Primary Lease and in no event shall Sublessee be relieved of or
released from any of its obligations or duties under this Sublease by
reason of any non-performance by "Landlord" under the Primary Lease.
f) The foregoing notwithstanding, Sections 1, 2, 3, 4, 6, 7.03, 29.05 and
29.14 of the Primary Lease shall not be incorporated herein nor made a
part hereof, and neither Sublessee nor Saturn shall have, by virtue of
this Sublease, any obligations to each other with respect thereto.
PAGE 2 OF 8
6. REPAIRS AND ALTERATIONS. Saturn, after receiving written notice from
Sublessee and having reasonable opportunity to obtain the necessary workers
and supplies therefor, agrees to keep in good order and repair the Leased
Premises and every part thereof and improvements thereon, except for any
repair necessitated by the negligence or willful act of Sublessee, its
agents or employees or others acting by or through Sublessee. Sublessee
shall, at its own expense under penalty of forfeiture and damages, at all
times maintain the Leased Premises in a clean and orderly and sanitary
condition satisfactory to Saturn, and shall promptly comply with all laws,
ordinances, regulations and restrictions affecting the Leased Premises.
Sublessee covenants and agrees that it will make no repairs, alterations,
additions or improvements to the Leased Premises without the prior written
consent of Saturn and the "Landlord" under the Primary Lease if required
by the Primary Lease. All improvements, alterations, additions and repairs
shall remain upon and be surrendered with the Leased Premises at the
termination of this Sublease, without molestation or injury.
7. INSURANCE. Sublessee covenants and agrees that it will, at its own expense,
procure and maintain in full force and effect at all times during the term
of this Sublease and any renewal thereof all insurance coverage required to
be obtained by Saturn under the Primary Lease, except that Sublessee shall
not be obligated to carry the hazard, flood, boiler and machinery or loss
of rents insurance required pursuant to Section 8.04 of the Primary Lease.
With respect to all insurance policies required hereunder, all of such
policies shall be written in favor of, and name as additional insureds or
loss payees as directed by Saturn, Saturn and the "Landlord" under the
Primary Lease and each mortgagee of the Property under each mortgage of the
Property to which this Sublease is subordinate, and shall require not less
than thirty (30) days prior written notice to be delivered to Saturn by the
insurance company prior to cancellation, termination, lapse, non-renewal or
forfeiture. Sublessee agrees to promptly deliver certificates of insurance
to Saturn upon demand, to pay all premiums therefor before due and to
deliver paid receipts therefor. Upon any failure of Sublessee to so
maintain such insurance, Saturn may, at its option, obtain any such
insurance and the cost thereof shall be paid, with interest, by Sublessee
as provided in Section 8 hereof, but any act or failure to act on the part
of Saturn in obtaining insurance shall not operate to relieve or release
Sublessee of any liability.
8. EXPENDITURES BY SATURN. If the Sublessee shall default in any payment or
expenditure other than basic rental required to be paid or expended by the
Sublessee under the terms hereof, Saturn may, at its option, make such
payment or expenditure, in which event the amount thereof shall be payable
as additional rental to Saturn by the Sublessee within five (5) days after
receipt of an invoice from Saturn, together with interest at fifteen
percent (15%) per annum on the amount of any such payment or expenditure
from the date of such payment or expenditure by Saturn. In default of such
payment, Saturn shall have the same remedies as on default in payment or
rent.
9. PLACE OF PAYMENT. All payments of rent and other sums to be made to Saturn
shall be made to Saturn at its address set forth above or at such place as
Saturn shall designate in writing from time to time.
PAGE 3 OF 8
10. ASSIGNMENT. Subleasee covenants not to assign or transfer this Sublease or
hypothecate or mortgage the same, or sublet the Leased Premises or any part
thereof, without the prior written consent of Saturn, which consent shall
not be unreasonably withheld; provided that Subleasee shall be allowed to
assign or sublet the Leased Premises to an affiliate or subsidiary of
Subleasee, without Saturn's consent so long as Subleasee provides notice to
Saturn of such assignment or subletting and, provided, further, that any
such assignment or sublet shall not relieve Subleasee of any of its
responsibilities or liabilities under this Sublease. Any assignment,
transfer, hypothecation, mortgage or subletting without said written
consent shall give Saturn the right to terminate this Sublease and to
re-enter and repossess the Leased Premises. Upon notice to and receipt of
the written consent of Saturn, which consent shall not be unreasonably
withheld, Subleasee shall be permitted to allow entities that it does
business with, including DaimlerChrylser Advance Service Bay Diagnostics,
to place workers on the Leased Premises. The notice to Saturn shall contain
the name of the entity, the number of workers, a general description of the
type of work that will be performed, the anticipated time period for using
the Leased Premises, and such other information as Saturn may reasonably
request. Subleasee is currently allowing DaimlerChrysler Advance Service
Bay Diagnostics to place works at the Premises and to perform work at the
Premises. Saturn and the Landlord consent to such placement and use of the
Premises.
11. RIGHT TO MORTGAGE; NONDISTURBANCE. Saturn reserves the right to subject and
subordinate this Sublease at all times to the lien of any mortgage or
mortgages now or hereafter placed upon Saturn's interest in the Property,
or any part thereof or any buildings or improvements thereon, and Subleasee
covenants and agrees to execute and deliver upon demand such further
instrument or instruments subordinating this Sublease to the lien of any
such mortgage or mortgages as shall be desired by Saturn and any mortgagees
or proposed mortgagees, and hereby irrevocably appoints Saturn the
attorney-in-fact of Sublessee to execute and deliver any such instrument
for and in the name of Subleasee. Saturn covenants that so long as
Subleasee is not in default in the terms and conditions of this Sublease,
Subleasee shall peaceably and quietfully hold and enjoy the Leased Promises
for the term hereof without interference by Saturn or any other person
claiming by, through or under Saturn.
12. ACCEPTANCE OF LEASED PREMISES. Subleasee acknowledges that it has examined
the Leased Premises prior to the making of this Sublease, and knows the
condition thereof, and that no representations or warranties as to the
Condition or state of repairs thereof have been made by Saturn, or its
agents, and the Subleasee hereby accepts the Leased Premises in their
present "AS IS" condition.
13. INSPECTION. Saturn or its authorized agents shall have the right but not
the obligation to enter upon the Leased Premises at all reasonable times
for the purpose of inspecting same upon providing Subleasee twenty-four
(24) hours notice of its desire to inspect the Leased Premises. If any
repairs or maintenance activities shall be necessary, Subleasee shall allow
Saturn to make the same.
14. HOLDING OVER. In the event of Subleasee holding over after termination of
this Sublease, a tenancy from month to month shall thereafter exist in the
absence of a written agreement to the
PAGE 4 OF 8
contrary, except that the rental for each month will be one hundred fifty
percent (150%) of the base monthly installment of rental payable the last
month during the term of this Sublease. This provision shall not preclude
Saturn from recovering immediate possession of the Leased Premises and any
and all damages Saturn may incur as a result of Sublessee's failure to
timely deliver possession of the Leased Premises to Saturn.
15. RIGHT TO SHOW LEASED PREMISES. Sublessee agrees that, during the sixty (60)
days next preceding the expiration of the term of this Sublease, it will at
all reasonable hours upon twenty-four (24) hours notice from Saturn permit
Saturn or its duly authorized agents to show the Leased Premises to persons
wishing to lease same, and to place a notice which will not interfere with
the business of Sublessee on the Leased Premises offering the Leased
Premises "For Rent" and Sublessee hereby agrees to permit the notice to
remain at the Leased Premises without hindrance or molestation.
16. INDEMNIFICATION. Sublessee undertakes and agrees to, defend, indemnify and
hold harmless, Saturn and its affiliates, subsidiaries, directors,
officers, agents, employees, lenders, successors and assigns and Landlord
and Landlord's mortgagee against any and all loss, damage, liability, cost
and expense (including, but not limited to, court costs and reasonable
attorneys fees) which may be caused or contributed to by the acts,
omissions or operations of Sublessee (including those of Sublessee's
employees, agents and invitees (including workers of entities for which
Sublessee does business who are allowed on the Leased Premises) on or about
the Leased Premises or any common areas. Saturn undertakes and agrees to
save, defend and hold harmless Sublessee and its affiliates, subsidiaries,
directors, officers, agents, employees, lenders, successors and assigns
against any and all loss, damage, liability, cost and expense (including,
but not limited to, court costs and reasonable attorneys fees) which may be
caused or contributed to by the acts, omissions or operations of Saturn
(including those of Saturn's employees, agents and invitees) on or about
the Property or any common areas.
17. OWNER CONSENT. This Sublease is contingent upon receipt of written consent
to this Sublease by the Landlord under the Primary Lease on or before
October 15, 1999, and either party may terminate this Sublease by written
notice to the other if such consent is not obtained on or before such date.
18. ACCESS TO CERTAIN AREAS. The conference room located on the second floor of
the Property is not included in the Leased Premises being leased by the
Sublessee; however, such conference room may be used by Sublessee, subject
to availability, on an advance reservation basis only. Sublessee shall have
the right to use the following common areas: lobby, smoking area and lunch
room. Sublessee shall also have the right to use the computer room;
provided that Saturn shall have exclusive control over the access to and
security for the computer room and provided, further, that Sublessee
complies with all internal policies and procedures regarding access to and
use of the computer room.
19. SIGNS. Subject to the prior written approval of the size, type, wording and
proposed location of any proposed signage from Saturn, the "Landlord" under
the Primary Lease and the City of Auburn Hills, Sublessee shall have the
right, at Sublessee's sole cost, expense and risk, to keep
PAGE 5 OF 8
in place any existing signs located inside the building. Sublessee
acknowledges and agrees that it will remove at its sole cost, expense and
risk, its existing "MSX International" sign from the outside of the
building within thirty (30) days of Saturn's request.
20. PARKING SPACES. Sublessee shall have the right to use no more than twenty
percent (20%) of the parking spaces in the parking lot that is part of the
Property for its employees, agents and invitees.
21. CUMULATIVE REMEDIES. All rights, remedies and benefits under this Sublease
shall be cumulative and shall not be exclusive of any other rights,
remedies and benefits conferred by law or by this Sublease.
22. WAIVER. No waiver of any provision of this Sublease, or of the breach
thereof, shall be construed as a continuing waiver or shall constitute a
waiver of such provision or breach or of any other provision or breach.
23. SUCCESSORS AND ASSIGNS. This Sublease shall inure to the benefit of and be
binding upon the parties hereto, their respective heirs, administrators,
executors, representatives, successors and permitted assignees.
24. INTERPRETATION, READINGS. The paragraph headings herein are included solely
for convenience and shall in no event affect, or be used in connection
with, the interpretation of this Sublease. Each separately numbered section
(and portions thereof) of this Sublease shall be treated as severable, to
the end that if any one or more such sections shall be adjudged or declared
illegal, invalid or unenforceable, this Sublease shall be interpreted, and
shall remain in full force and effect, as though such section or sections
(or portions thereof) had never been contained in this Sublease. Whenever
reasonably necessary in the interpretation of this Sublease, pronouns of
any gender shall be deemed synonymous, as shall singular and plural
pronouns.
This Sublease shall be governed by and construed in accordance with the
laws of the State of Michigan. If any provision of this Sublease or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Sublease shall not be
affected thereby and each provision of the Sublease shall be valid and
enforceable to the fullest extent permitted by law.
25. NOTICES. All bills, notices, statements, communications, or demands
(collectively, "notices or demands") upon Saturn or Sublessee desired or
required to be given under any of the provisions of this Sublease must be
in writing. Any such notices or demands will be deemed to have been duly
and sufficiently given if a copy thereof has been personally delivered,
mailed by United States certified mail, return receipt requested, postage
prepaid, or sent via overnight courier service to the other party at the
address of the party set forth above (addressed to Sublessee's Controller
and addressed to Saturn's Vice President of Global Processes and Saturn's
Corporate Counsel, or such other address as the party may have last
furnished in writing to the other party for such purpose. The effective
date of such notice or demand will be deemed to be the time when personally
delivered, mailed or sent via overnight courier as herein provided.
PAGE 6 OF 8
26. ENTIRE AGREEMENT. This Sublease constitutes the entire agreement of the
parties hereto; all prior and contemporaneous agreements between the
parties, whether written or oral, are merged herein and shall be of no
force or affect. This Sublease may only be changed, modified or discharged
by an agreement in writing, signed by the party against whom enforcement of
the change, modification or discharge is sought.
Page 7 of 8
IN WITNESS WHEREOF, Saturn and Sublessee have executed this Sublease as of
the day and year first above written.
SATURN:
SATURN ELECTRONICS & ENGINEERING, INC.
By:/s/ Jeff Reddy
-----------------------------
Its: V.P. Process Ergr.
-------------------------
SUBLESSEE:
MSX INTERNATIONAL ENGINEERING SERVICES, INC.
By: Fred Minturn
-----------------------------
Its: Vice President
-------------------------
CONSENT BY LANDLORD
THE UNDERSIGNED, ANTHONY BENNETT PROPERTIES, A MICHIGAN CO-PARTNERSHIP AND THE
LANDLORD UNDER THE PRIMARY LEASE DESCRIBED IN THE FOREGOING SUBLEASE, HEREBY
ACKNOWLEDGES AND CONSENTS TO SUCH SUBLEASE.
ANTHONY BENNETT PROPERTIES
BY:
---------------------------------
ITS:
-----------------------------
DATED: ,1999
------
PAGE 8 OF 8
Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 7/31/00 | | 1 | | | | | None on these Dates |
Filed on: | | 3/29/00 |
| | 10/15/99 | | 5 |
| | 8/1/99 | | 1 |
| | 11/17/98 | | 2 |
| List all Filings |
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