Agreement concerning the lease of commercial Premises EXH10-21
The following Lease is hereby entered into by and between
Xxxx Xxxx GmbH Quarzschemelze
Xxxxxxxxxxxx Xxx. 00
00000 Xxxx
-the Lessor-
and
FiberCore Jena GmbH
Xxxxxxxxxxx Xxx. 00
00000 Xxxx
-the Lessee-
#1. Premises to be leased
a. The premises located in Production Hall Building 42
(see Schedule 1 Plan of Premises)
in
Xxxxxxxxxxx Xxx. 00
Shall be leased for the operation of a
factory for manufacturing optical fibers
(type of business or commercial activity).
The following Premises shall also be leased:
100 square meters of outside space (open areas, garages)
Both parties acknowledge that the total area of the Leased Premises is
2,621,000 square meters. This area shall form the basis of any calculation for
increases in rent, the settlement of ancillary costs etc., regardless of whether
actual measures result in any deviation.
2. The following may also be use (parking spaces, etc.): 40 parking spaces
outside Building 42 for an annual rental of DM 4,500.00
3. The main keys (gate, building entry etc.) shall be release to the
Lessee immediately upon its taking occupancy of the Premises.
#2. Duration and termination of Lease
1. The lease shall come into effect on 1 September 1995
The Lease shall expire on June 30, 2000.
The lease term prolongs automatically for another 6 months unless
FiberCore Jena GmbH elects not to renew the contract six months prior
to contract expiration. The tenant, has the right to demand lease
extension of 1 to 25 years (Option) 3 months prior to the first lease
expiration and the right to prolong the newly agreed terms again and
repeatedly, until the maximum term of 25 years has been used up.
2. Any amendments to the provisions set out the second paragraph of (1)
above shall be in writing only and communicated to the other party by
no later than on the final working day prior to the commencement of the
period of notice.
3. The Lessor shall be entitled to terminate the Lease with immediate
effect and without first giving notice provided that this is warranted
by a material reason. Such a material reason shall be deemed to be the
Lessee's failure to comply with its contractual obligations (e.g.
arrears of more than three monthly rentals in spite of having received
a reminder). Any reminders that may be necessary shall be sent to
Nicolai A. Siddig, Attorney at Law, Xxxxxxxxxx 00, 00000 Xxxxxx, and
Xx. Xxxx Xxxxxx, 174 Xxxxxxxx Road, X.X. Xxx 000, Xxxxxxxxxx, XX, XXX
00000.
4. Upon expiry of the Lease, #568 of the German Civil Code (implicit
renewal) shall not apply to either Party. All agreements to continue or
renew the Lease after expiry shall be in writing only.
#3. Rental and ancillary costs
1. The rental shall equal per month (see Schedule 5) DM 44,674.00
(forty-four thousand six hundred and seventy-four)
15% V.A.T. DM 6,701.00
Total DM 51,376.00
2. Any operating costs not specified in this Lease shall be deemed to be
include in the rental.
#4. Payment of rental and heating costs
1. The rental and ancillary costs referred to in #3 (1) above shall be due
monthly in advance and shall be remitted to the Lessor by no later than
the third working day of the month by credit transfer to Account No. 25
836 3100 at Commerzbank Jena (BLZ 820 40 00)
quoting the rental debtor number 20153. Payment shall be deemed to have
been remitted on time only provide that is received by the deadline in
question, i.e. it shall not be sufficient for payment to be merely
dispatched by this date.
2. The advance payment covering heating cost (see #5) shall be settled
with the Lessee once a year effective as of December 31, 1995. Any
shortfall shall be paid or excess payment credited in the quarter
following the cut-off date for settlement.
#5. Joint heating and hot water supplies
1. The Lessors undertakes to provide central heating whenever this is
warranted by outside temperatures, and in any case, between October 1
and April 30. Hot water supplies shall be available at all time with
the exception of brief interruptions.
2. The Lessee undertakes to pay to pro-rata operating and maintenance
costs of the heating facilities for the parts of the equipment which it
owns.
3. The operating costs shall be apportioned by the Lessor in accordance
with the statutory regulations for settling such costs, i.e. on the
basis of the usable or converted space and using a formula taking
account of heat consumption. Where heat measuring devices and/or hot
water, the Lessee shall directly bear all operating, maintenance and
cleaning costs provided that it has installed such heaters or boilers
itself. They shall be serviced and cleaned at least once a year, proof
of which shall be made available to the Lessor on request.
#6. Use of lifts
1. The Lessee is entitled to use the lifts adjacent to the lease Premises.
2. The Lessee shall not be entitled to insist on the uninterrupted
availability of the lifts in the event of any disruptions. The Lessee
undertakes to comply with all points of the regulations governing the
use of lifts. Any repairs to the lifts must be performed as quickly as
possible.
#7. State of Premises
The Lessee undertakes to keep the Premises clean. All contamination of the
surroundings, the building and the external areas must be avoided. The lessee
shall treat the Premises carefully and maintain and return them in an orderly
state of repair.
#8. Offsetting of accounts, retention of payments
The Lessee shall be entitled to offset rentals against counter-claims or
exercise a right of retention in respect thereof if it informs the lessor in
writing of its intention to do so at least on month prior to the rental in
question becoming due for payment.
#9. Use of Premises, subletting
1. The Lessee may only use the Premises for the commercial purposes
described in #1 hereto. Any changes to the purpose for which the
premises are used shall require the Lessors written approval, which
approval shall not be unreasonably withheld.
2. The Premises may only be sublet to or used by third parties with the
Lessor's written approval, which approval shall not be unreasonably
withheld.
#10. Advertising
1. The Lessee shall be entitled to affix a sign of an appropriate size to
the area set aside by the Lessor for this purpose, i.e. the advertising
holder at Gate 69. If a joint sign holder is available or constructed,
the Lessee undertakes to use it and to assume a proportionate share of
the costs.
2. Other fitting used for advertising or sales purposed may only be
affixed to the external walls or the windows of the building (company
sign, logos, slogans, showcases, vending machines, etc.) with the
Lessor's express written permission.
3. The Lessee shall be liable for all damage arising in connection with
these fittings.
4. The Lessee shall be solely responsible for complying with technical and
official regulations concerning the manner in which the fitting are
affixed and maintained and for taking all such necessary measures.
5. The Lessee's advertising fitting already in existence may be kept.
#11. Repairs and structural modifications performed by the Lessor
1. The Lessor shall be entitled to perform any such repairs or structural
modification without the Lessee's approval as may be necessary to
preserve the building or the Premises, to xxxx off any dangers or to
remedy damage. This shall also apply to work which is not necessary but
appropriate, e.g. modernization of the building and the Premises. The
Lessee undertakes to ensure that the rooms concerned are accessible and
to refrain from impending or delaying work. Changes for the extensions
as well as for Preform and the fiber production facilities shall be
permitted (pursuant to Sketch 10 as attached).
2. The Lessor shall inform the Lessee of such structural modification in
good time and ensure that the structural modifications do not
unreasonably interfere with the Lessee's business operations.
#12. Structural modifications performed by the Lessee
1. Structural modifications performed by the Lessee, particularly
conversion, additions, installations and the fitting of grilles to
windows, shall require the Lessor's written approval. If the Lessor
grants its approval, the Lessee shall be responsible for gaining the
necessary permits and shall bear all expenses involved. Changes for the
extensions as well as for Preform and the fiber production facilities
shall be permitted (pursuant to Sketch 10 as attached).
2. The Lessee shall be entitled to remove any fittings which it has added
to the Premises. However, the Lessor shall be entitled to request that,
upon the expiry of the Lease, such fittings by left on the Premises
provided that the Lessor pays a sum of money equaling the market value
for the fittings in question. The Lessor and Lessee shall come to any
agreement on such matters prior to the Premises being vacated. If the
Lessor does not acquire the fitting installed by the Lessee, the latter
shall return the Premises to their previous state and perform all the
necessary work for this purpose prior to the expiry of the Lease.
3. The Lessee shall be liable for all damage arising in connection with
any construction work which it performs.
#13. Repairs and Maintenance
1. The Lessee shall be liable towards the Lessor for any damage arising as
a result of the former's culpable failure to observe its duty of car.
Similarly, it shall be vicariously liable for damage culpably caused by
its associated, staff, subtenants, visitors, suppliers, craftsmen etc.
2. The Lessee undertakes to keep the Premises free of vermin at its own
expense. The Lessee shall only be able to claim that the Premises were
infested with vermin prior to the commencement of the lease if its
submits a declaration to this effect by a pest control expert
immediately after taking occupancy of the Premises.
3. The Lessee shall immediately remedy all damage for which it is
responsible. If it fails to comply with this duty within a reasonable
period of time after receiving a written warning, the Lessor shall be
entitled to perform the necessary work at the Lessee's expense. In the
event of imminent danger or if the Lessee's whereabouts are unknown,
the Lessor shall be entitled to dispense with issuing a written warning
and setting a deadline.
#14. Security
The Lessee shall be responsible for the security of the leased Premises.
#15. Lessors right to enter the Premises
1. The Lessor and/or its nominee shall be entitled to enter the Premises
during normal office hours for the purposes of examining their state or
for any other important reason. In the event of imminent danger, entry
shall be permissible at any time of the day or night.
2. If the Lessor plans to sell the property, it and/or nominee shall be
entitled to enter the Premises during normal office hours with
potential buyers, - with the exception of any of the Lessee's
competitors. If either party has given notice of its intention to
terminate the Lease, the Lessor and/or its nominee shall be entitled to
enter the Premises during normal office hours with potential buyers. If
either party has given notice of its intention to terminate the Lease,
the Lessor and/or its nominee shall be entitled to enter the Premises
during normal office hours together with potential new lessee.
#16. Termination of the Lease
Upon the termination of the Lease, the Lessee shall release the Premises in a
state ready for immediate occupancy and hand over to the Lessor all keys with
which it was provided.
#17. Liability in the event of any disruptions in utility supplies
Electricity
The Lessor shall only be liable for any disruptions or irregularities in
electricity supplies to the extent that the utility supplying the electricity
(Stadtwerke Jena GmbH) is liable towards the Lessor (see Ordinance on the
General Conditions for the Supply of Electricity to Special-Rate Customers
(AVBEltV) of June 21, 1979.
District Heating
The Lessor shall only be liable for any disruptions or irregularities in
supplies of district heating to the extent that the utility supplying the
district heat (Stadtwerke Jena GmbH) is liable towards the Lessor (see Ordinance
on the general Conditions for the Supply of District Heating to Special-Rate
Customers (AVB Fernwarme) of June 20, 1980).
#18. Change in corporate status, sale of operations
The Lessee shall inform the Lessor without delay of any changes to the corporate
status of its company or any modifications to its entry in the companies
register, business registration or any matters of importance for the Lease.
#19. Miscellaneous provisions
Any amendments or additions to the Lease shall be in writing only. This shall
also apply to any amendments or additions to the provision.
If any of the provisions in the Lease are ineffective either in part or in full,
this shall have no effect on the validity of the remaining provisions. In this
case, the parties undertake to replace the ineffective provisions with one that
comes as legally close as possible to the original intent of the Lease. If any
provisions relating to the performance of contractual obligation or to deadlines
are ineffective, they shall be replaced by such provisions as are provided for
by statute.
In all other cases, the relevant statutory provisions shall apply.
Garbage and industrial waste shall be disposed of by Xxxx Xxxx GmbH and the
Lessee charged separately for this service except where it disposes of garbage
and industrial waste itself.
The Lessee shall be responsible for ensuring compliance with regulations
governing occupational safety and fire protection on it Premises.
The Lessee shall be responsible for complying with all statutory regulation in
the area of environmental protection.
The Lessee shall be liable for any damage incurred by the Lessor as a result of
the former's failure to comply with any of the aforementioned obligations.
Additional provisions:
Signed in on this day of Signed in on this day of
19th August 1995 19th August 1995
Xxxx Xxxx GmbH Quartzchmelze ______________________________
Nadrag Marach Xxxx Xxxxxx
- Managing Directors - President of FiberCore, Inc.
(Lessor)
_________________________ ______________________________
(Lessee)
Additions to Lease:
The Parties to the Lease
Anlage 1
Raum - Nr.: qm
--------------------------------------------------
100 T 1-28 56.10
1-29 18.20
2-23 110.30
4-14 39.00
4-15 40.90
4-16 35.30
4-17 37.20
4-18 37.20
4-19 20.00
4-20 57.80
4-21 135.60
4-22 394.30
4-23 8.00
4-24 6.80
4-25 5.00
4-26.1 6.90
4-26.2 11.80
4-27 52.80
4-28 40.80
4-29 79.80
4-30 207.70
4-33 5.90
4-34 7.20
4-35 6.60
4-36 7.10
4-37 35.00
4-38 36.10
4-39 27.50
Summe: 100T 1,526.90
Raum - Nr.: qm
1-36 199.50
2-31 55.80
2-28 14.10
3-19 37.30
3-20 19.00
3-21 23.00
3-21.1 34.40
3-25 177.70
3-35 24.90
4-08 48.40
4-09 14.70 AuBenflache 102.70
4-31 66.60 AuBenflache/Ziehturm 80.00
4-32 55.10 Summe: 182.70
-----------------------------------
4-40 52.90
4-41 81.20
4-42 55.80
Summe: Normal 960.40
Gesamtaumme
vermietete Flache: 2,670.00
Anlace 3
Nicht im Mietzins enthaltene Betriebskosten. welche monatlich an die FIBERCORE
Jena GmbH gesondert weiterverrechnet warden.
Elektroenergie
*Tag*Nacht-Tarif
Fernwarme
*LTA
*Heizung
Xxxxxx
*Xxxxxxxxxx
*Warmwasser
*Abwasser
*Filtratwasser
Gasa
*Wasserstoff
*Sauerstoff
*Stickstoff
Xxxx
*Druckluft
Chemiekalien
*Natronlauge
*Salzsaure
Fur die Edelgase ist FIBERCORE direkter Partner zum
zum Lieferanten. Alles was sonst moglich ist. sollte direkt beim Hersteller
bezogne werdern.
