AMENDMENT FOR LEASE AGREEMENT FOR MANUFACTURING FACILITIES
Exhibit 4.8
AMENDMENT
FOR
This Amendment made and entered into by and between
Fresenius AG
| – Landlord – |
and
| Fresenius Medical Care Deutschland GmbH, Bad Homburg v.d.H. | |
| – Tenant – |
Whereas, as part of the formation of Fresenius Medical
Care in 1996, the Landlord and the Tenant (hereinafter together
referred to as “the Parties”) entered into a Lease
Agreement for Manufacturing Facilities for the leased space in
Xxxx-Xxxxxxxxx, Xxxxxxxxxxxx 00, dated
September 30, 1996 (hereinafter referred to as “the
Lease Agreement”);
Whereas, the Lease Agreement, as amended from time to
time, had a 10-year
term and shall terminate December 31, 2006;
Whereas, by executing a Memorandum of Understanding,
dated September 26, 2006, the Parties have already
expressed their mutual desire to renew the Lease Agreement on
comparable terms for a new term of 10 years;
Now, Therefore, the Parties hereto agree as follows:
Section 1. Term
and Termination.
By this Amendment Article 2 of the Lease Agreement shall
read as follows:
| 1. | The lease relationship shall be renewed for a term of 10 years. Therefore, the Lease Agreement shall terminate December 31, 2016. | |
| 2. | The Tenant shall be entitled to exercise two (2) options of a period of ten (10) years each, provided that it exercises the respective rights simultaneously with regard to all three (3) contracts listed in Exhibit B. The options must be exercised in writing not later than on December 31, 2014 with regard to the first option and not later than on December 31, 2024 with regard to the second option. If the Tenant does not exercise any of the aforementioned options, the Landlord shall be entitled to a lump sum compensation in an amount equal to the rent for twelve (12) months on the basis of the rent for the month directly preceding the end of the lease contract, plus VAT. | |
| 3. | In the event of termination of this Lease Agreement before the agreed date for which termination the Tenant is responsible, the Tenant shall be liable for any and all damage caused thereby, in particular, but not limited to, loss of rent, incidental expenses and other charges relating to the period for which the lease has been entered into. The same shall apply vice versa should the Landlord be responsible for the termination. |
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Section 2. Escalator
Clause.
By this Amendment Article 6 of the Lease Agreement shall
read as follows:
In the event that the Consumer-Price-Index for Germany
determined by the Federal Statistical Office (Basis 2000 = 100)
increases or decreases (in percent) in relation to its state as
of December 2006, the rent shall be changed in the same
proportion.
An adjustment shall, in each case, be made as if
January 1st, of the year in accordance with the state of
the index in December of the preceding year.
The Landlord shall be responsible for obtaining the
authorization of the respective “Bundesamt für
Wirtschaft und Ausfuhrkontrolle”, as far as legally
required.
Section 3. Others.
As by this Amendment the Lease Agreement is prolonged, the
Parties agree that the Landlord shall not be entitled to a lump
sum compensation as set forth in Article 2, Section 3
of the Lease Agreement. Notwithstanding the modifications
stipulated by this Amendment all other provisions of the Lease
Agreement remain unchanged; this relates especially to the rent
as set forth in Article 3, Section 1 of the Lease
Agreement, as amended from time to time in the past due to the
previous Escalator Provision as set forth in Article 6 of
the Lease Agreement.
Section 4. Governing
Law.
This agreement shall be governed by the laws of the Federal
Republic of Germany.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto
on December 19, 2006.
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Fresenius AG Landlord |
Fresenius Medical Care Deutschland GmbH Tenant |
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