Legal Due Diligence Report - BFRE - Brazilian Finance e Real Estate

DOCS - 351174v1
CHAPTER 4 – LEASE AGREEMENTS
This Chapter is dedicated to the lease agreements of Botafogo Praia Shopping.
The lease agreements of Botafogo Praia Shopping are no different, in their essence,
from the lease agreements generally celebrated in most shopping centers in Brazil.
We were provided with and examined copies of some lease agreements of Botafogo
Praia Shopping.
Accordingly, the charts below present a brief description of the main clauses of (i) the
general lease agreements; (ii) the lease agreements of the anchor stores and of the mega
stores; and (iii) the lease agreements of the stores with an area exceeding 300 square meters.
We also summarise the most important provisions in the “General Clauses” of
Botafogo Praia Shopping.
Finally, in the end of this chapter we analyse the right of first refusal granted to
Tenants by Law no. 8,245/1991 and present specific charts listing the existence of any
contractual clause involving the right of first refusal in the agreements submitted to our
analysis.
1. General Provisions of the Lease Agreements
The most important clauses of the general lease agreements are the following:
Lessors: Fundo de Investimento Imobiliário Ancar IC (São Marcos
Empreendimentos Imobiliários Ltda.’s successor) and Brookfiled Brasil
Shopping Centers (later nominated Brascan Shopping Centers Ltda.;
Plaza Shopping Empreendimentos Ltda.’s successor).
Tenant:
Object: Lease of store no.___, with a total area of _______m 2 .
Price: The greater between the two following amounts: (i) minimum monthly
rent, established in the agreement (such rent may be staggered); or (ii) a
percentage of the gross revenues.
Rent shall be subject to an annual adjustment for inflation according to
the variation of IGP-M, of Fundação Getúlio Vargas, or of IGP-DI, of
Fundação Getúlio Vargas, in case IGP-M is extinguished.
The minimum monthly rent shall be paid until the 1 st day of the following
month and the percentage rent shall be paid until the 10 th day of the
following month.
Tenant shall also pay (i) the charges related to the rented area; and (ii) a
monthly contribution to the Promotional Fund (“Fundo de Promoção”) of
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