EUnet KFt
LEASE AGREEMENT
Between:
Varosmajor Passage Kft., a company located in 1051 Budapest, Sas u. 14,
represented by Xx. Xxxxxx Xxxxxx, as managing director,
hereinafter knows as "the Lessor"
And: EUNET company located in Budapest, represented by /s/L. Josao
managing director
hereinafter known as "the Lessee"
WHEREAS:
The Lessor is owner of an office building to be known as "The Varosmajor
Passage Office Building" hereinafter referred to as the 'Building
located in Budapest, XII, ker. Varosmajor u 13. Hungary. The building
has 6 floors and attic. The Building offers 25 private parking places.
entrance halls common areas and ancillary accommodation.
WHEREAS:
The Lessee has registered interest in rental occupation of retail/office
space and parking places. and the Lessor wishes to lease such
retail/office space and parking places, subject to the terms and
conditions set forth in this agreement hereinafter referred to as "the
Lease",
THEREFORE, the parties hereto hereby agree as follows:
PART A - GENERAL CONDITIONS
P. 1. Subject of the Lease
1.1. The Lessor shall lease and the Lessee shall rent the areas
specified in Part B. P.16,1, hereinafter known as "the leased
premises'. Within the Building specified above.
1.2. The Lessee hereby declares that he is fully aware of the present
state of the leased premise, having visited and examined the
premises prior to signing this Lease and he also declares that
he has found the premises proper to the use for which they are
intended.
1.3. Any difference between the areas specified above and the actual
size of the leased premises shall not involve an adjustment of
the rent, the Lessor and the Lessee referring to the leased
premises as they exists.
1.4. The leased premises shall be rented for the use specified in
Part B. P. 6.2.
Any alteration in the use here above specified shall not be
permitted unless prior written approval has been obtained from
the Lessor.
Any use by the Lessee shall always be deemed granted by the
Lessor subject to any approvals required from local authorities
and such approvals shall be obtained and maintained by the
Lessee at his expense.
1.5. Should such alteration in the use of the leased premises cause
an increase of the charges and/or taxes applicable to the
building or lead to an Introduction of new taxes, such charges
and/or taxes will be in the whole borne by the Lessee.
Should such an alteration in the use of the leased premises
cause an increase of the insurance premiums. the Lessee shall
notify the insurers and the Lessor accordingly and the increase
of the insurance premiums shall be borne by the Lessee.
1.6. The Lessor reserves the right to make changes for design or
constructional reasons or if so required under any provision of
law.
P. 2.Duration, handover
2.1 The Lease shall commence on the date specified in Part B. P. 17
and shall continue for the period specified in the same clause.
The Lease Agreement shall be concluded by the Lessor for a
period of 5 years.
2.2 The leased premises will be handed over to the Lessee on the
first day of the Lease on condition that the Lessee has
fulfilled his obligations under P. 7, P. 8, P. 10.2, and P.
11.2.
2.3. A schedule of condition recording the condition of the leased
premises shall be signed by the Lessor and the Lessee on the
date of the handover, and shall be attached as Appendix 2.
Any minor defect still existing at the time of handover which do
not have any detrimental effects on the Lessee's business
operations and which may be solved without causing any
detrimental effects to the Lessee's business operations shall
not delay the date of handover to the Lessee.
However. such detect shall be solved by the Lessor. within 4
weeks from handover excluding materials necessitating special
orders, as mentioned in the joint statement enclosed In Appendix
2, otherwise the Lessee shall be entitled to claim damages In
the event of a dispute, the Lessor and the Lessee will act in
concert to appoint a professional construction expert to solve
the dispute. In case that the parties cannot agree on the expert
or In case that a party does not perform the expert's decision
P. 16 shall apply.
2.4. The Lease shall be terminated at the date of expiry.
Six months before the date of expiry~ of the Lease, each party
may notify by registered or receipted post a proposal to discuss
the terms and conditions an e~extension or renewal of the tease.
if there 16 no new agreement between the parties at the latest
three months before the date of expiry. the Lease shall be
terminated at the date of expiry.
Early termination of the Lease shall be permissible only as
provided for in clauses 7,8 and 12.
P. 3 Maintenance and repairs of the premises
3.1. The Lessee undertakes to keep the leased premises. at his own
expense and at all times in the same state of repair as it was at the
commencement of the Lease, with the exception of normal wear and tear.
The Lessee also undertakes to comply with the house regulations and all
reasonable management requests issued by the Lessor or his appointed
agents.
The Lessor undertakes to repair any damage to the leased premises which
may have been caused due to faults in the design or construclion of the
structure facades and roofs of the Building and the Lessee undertakes to
promptly notify the Lessor of any such damage.
The Lessee undertakes to return the leased premises to the Lessor upon
termination or expiry of the Lease with vacant possession, in good and
tenantable condition, with the exception of normal wear and tear, and
available for immediate occupancy thereafter.
Upon termination or explry of the lease, telecommunications lines
transferred to the Lessee by the Lessor or his representatives shall be
returned to the Lessor, free of charges.
3.2. No structural or material changes shall be made to the leased
premises without the Lessor's prior written approval.
Any approvals required for such changes shall be secured at the
Lessee's expense.
3.3. All fitting out works by the Lessee shall require the Lessor's
pror written approval.
3.4. Upon termination or expiry of the Lease, a second schedule of
condition of the leased premises will be prepared and agreed by
the Lessor and the Lessee.
The Lessor shall entitled to request the Lessee to restore the
leased premises to their former state upon termination or expiry
of the Lease, i.e., in conformity with the first schedule of
condition as referred to in 2.3 of this Lease, subject to the
exception of fair wear and tear.
In the event that restoration in conformity with the first
schedule of condition is not required by the Lessor, all works
or alterations which cannot be removed without damaging the
structure shall become the Lessor's property without any right
of compensation or claim of refund.
In the absence of agreement between the parties, an expert will
be appointed to determine the responsibilities of the parties.
Both parties agree to act in accordance with his decision. In
case that the parties cannot agree on the expert in case that a
party does not perform the expert's decision P. 15 shall apply.
3.5. The Lessor shall be entitled to perform any structural or
material changes which may be required for maintenance or proper
operation of the building inside and outside the leased premises
without the Lessee's consent, following the service of eight
days prior notice on the Lessee.
The Lessee shall not be entitled to any rent reduction or
damages in connection with the performance of such work provided
that such works endure for a maximum period of 4 months, and
further provided that the Lessor shall use his best efforts to
minimize the inconvenience caused to the Lessee.
3.6. The Lessor or his authorized representative shall be entitled to
check the proper conditions of the leased premises during normal
business hours and to visit the leased premises together with
prospective new tenants starting six months before the Lease
expiry date, subject to the service of 48 hours prior notice,
and provided that such visits shall not be exercised in a manner
detrimental to the Lessee's normal business operations.
3.7. In the event that the lessee fails to fully comply with his
obligations to maintain as defined above, and after having been
requested to do so in writing. the Lessor shall, 14 days after
the service of a written request. be entitled to undertake the
necessary work at the Lessee's expense.
3.8. The monthly rent will be reduced by the 1/12 part of the value
of cabling (1 million Hungarian Forints) during one year.
4.1. The Lessee undertakes to use the leased premises and common
parts with due care and consideration, and in accordance with
the house regulations at the direction of the Lessor's managing
agents.
4.2. The Lessee shall be liable for any and all damage caused to the
leased premises by the Lessee, its employees, visitors,
customers, supplier& or by any craftsmen commissioned by the
Lessee.
The Lessee shall be liable for any and all damage caused to the
common parts and collective facilities by the Lessee, its
employees, or, particularly during the move into the leased
premises, by any suppliers or by any craftsmen commissioned by
the Lessee.
4.3. The Lessee shall not be entitled to any claims against the
Lessor concerning temporary failure or interruption of water
supply, failure of gas, light. sewer, power or waterlines, heat
supply. air conditioning, telecommunications, or other systems
or services.
The Lessor will, however, promptly implement suitable measures
to remedy such failures.
4.4. The Lessor shall not be liable for any loss of, damage to. or
destruction of furnishings or goods owned by the Lessee or
introduced into the leased premises by any third party where
such loss, damage or destruction has been caused by force
majeure (acts of war, riot, earthquake, lightening, etc.).
damage from theft, fire, water, moisture or similar events.
The Lessor shall, however, be liable for any damage caused by
the Lessor or any of his employees due to willful or gross
negligence.
The amount of the Lessor's liability shall in any case be
limited to the maximum amount of liability provided for by the
third party liability insurance coverage as reasonably
undertaken by the Lessor.
P. 5. House regulations
5.1. The Lessee undertakes to comply with the house regulations, and
to cause his employees, visitors suppliers and any person
entering the Building. to be aware of and respect them.
The Lessor reserves the right to make reasonable changes and
additions to the house regulations in order to preserve a high
standard of occupational condition within the Building.
5.2. The Lessor reserves the right to prescribe an uniform size,
quality and material type for company signs to his Lessees.
P. 6 Subleasing, Assignment
The Lessee shall not be entitled to sublease nor assign partly
or in whole the leased premises without obtaining the prior
written approval of the Lessor, not to be unreasonably withheld.
The Lessor must give a reply to any such prior requests within
30 days.
The Lessee shall remain ~jointly and severally liable to the
Lessor for each and every sublessee and subsequent sub Lessee
for the compliance to the provisions of the Lease.
The terms and condition of the sublease shall reflect those of
this Lease and the duration of any sublease shall not exceed the
remaining duration of this Lease at the date of signature of the
sublease.
Acceptance of payments made by a third party shall not
constitute any express or implied acceptance of any tenancy
rights by such third party.
P. 7 Deposit
7.1. In order to secure compliance with this obligation under this
agreement, the Lessee shall make a cash deposit equivalent to 3
months rent plus A.A. The cash deposit brings in interest and
the interest will be accounted yearly. The amount of the
interest will be the equivalent of the interest provided by the
UNICBANK at tying up for one month.
7 1.2. The cash deposit shall be maintained at an amount always
equivalent to three months rent plus A.A., during the duration
of the Lease.
7.2. The Lessee shall be entitled to a refund of the deposit upon
expiry or termination the Lease and proper return of the leased
premises, after the Lessor is satisfied that the leased premises
are in a proper state of repair in conformity with the Lease and
after the Lessee has settled any and all obligations arising
from and/or connected with the Lease.
7.3. The leased premises shall only be handed over after the cash
deposit here above has been deposited with the Lessor by the
Lessee.
7.4. Within 10 days after the signature of the Lease, should the
lessor have not received the amount representing the cash
deposit, the Lease shall be deemed null and void without any
damages due to the Lessee.
P.8 Rent
8.1. Lessee undertakes to pay the Lessor an annual net rent specified
in Part B P. 18. plus A.A.~at the legally valid rate, and any
and all other applicable taxes.
8.2. The rent within the terms of the Lease shall include the
following:
Any and all taxes and dues concerning the leased premises and
imposed on the Lessor under any laws. decrees or other provision
of law.
Should any local charges (taxes, fees and contributions),
insurance premiums or other costs in connection with the
Building be increased or should new property charges be
introduced after the date of conclusion of this Lease, then the
Lessor shall be entitled to apportion such increased charges
with effect from the date of their introduction to the Lessee in
direct proportion to the size of the leased premises.
Any and all expenses required for the proper upkeep and
operation of the Building including but not limited to:
- maintenance and repair of the Building. car parks and
surroundings,
- maintenance and repair of the general facilities,
- the cost of maintenance staff, including staff facilities,
- consumption of gas, electric current, water and sewage,
- telecommunications costs of general services,
- fire safety and guard service
- the costs of employment of reception staff and related
expenses,
- mall dispatching costs,
- cleaning, maintenance, and repair of common areas,
- insurance costs,
- provision for depreciation & renewal of equipment,
- any and all expenses occurring from compliance with provision
of law in connection with the maintenance, repair,
replacement and renewal, if justified, operation and
utilization of the Building.
Non-use by the Lessee of the common area or the common
facilities such as lifts, heating, air conditioning, hot water
systems shall not absolve the Lessee from his payment
obligation.
P. 9 Payments
9.1. The rent as specified under the terms of this Lease shall be
paid in advance by the Lessee monthly, until the first day of
each month.
Each month the Lessor will send an invoice in HUF to the Lessee.
one month before the date of payment, at the middle exchange
rate effective on the date of the drawing up of the invoice as
it is established by the Hungarian National Bank (Magyar Nemzetl
Bank).
Payments shall be made in HUF, to the following account:
Bank: UNICBANK Rt.
Name of the beneficiary: Varosmajor Passage Kft.
Acc. Number. 12001008-00128281-00300005
Address of the Bank: Budapest V. ker. Vaci u. 19-21.
9.2. The first invoice will cover the rent prorata temporis, from the
date of the beginning of the Lease for the month April, for the
main part of the office.
The leased premises shall only be handed over after this invoice
has been paid to the Lessor.
9.3. The Lessee shall ensure that the rent shall be available on the
Lessor's account at the payment date specified in P. 10.1.
Interest of 35% in force during the period of delay, will be
charged to the Lessee. This Interest will be charged on all
amounts not paid in due time, and the Lessor shall be entitled
to apply the dispositions of clause 12 1. in the event of non-payment
Payments shall always be accounted for from the date of earliest
liability.
P. 10 Insurance
10.1. The Lessee shall reimburse to the Lessor the costs of property
insurance for the Building. Such amounts will be included in the
rent.
10.2. On his own account and in his own name, the Lessee shall take
out the following adequate insurances:
- furniture and goods inside the leased premises and against all
damages,
- employer's liability insurance,
- civil and professional liability insurance.
- third party liability insurance.
10.3 On the date of the handing over at the latest and once a year
thereafter, the Lessee shall provide to the Lessor evidence that
he has taken out adequate and appropriate insurance for the
present year.
P 11 Rescission of the Lease prior to Expiry
11.1 The Lessor may give written notice of termination of the Lease
with immediate effect, for any of the following reasons:
a) the Lessee is in arrears for more than one month with the
payment of the rent and/or A.A.,
b in the event that a petition for bankruptcy or liquidation is
filed against the Lessee.
11.2 The Lessor may give written notice of termination of the Lease
with a time limit of 2 weeks. If the default has not been
rectified at that time, for any of the following reasons:
a) the Lessee is not using the premises in accordance with the
use sta+ed under Part B, P.16.2, of the present Lease, or in
accordance with the house regulations,
b) the Lessee and/or persons sharing the premises with the
Lessee disturb other occupiers' quiet enjoyment of the Building,
c) a decision and/or regulation of competent governmental or
local authorities prevents the further use of the premises by
the Lessee
d) the Lessee does not comply with the provisions of this Lease.
11.3 The Lessee may give written notice of termination before the
date of expiry of the Lease as stated n Part B, P. 17 for any of
the following reasons:
a) the Lessee has lost the necessary and relevant authorities'
approval for the activities conducted by him in the premises,
except if this approval's loss is the Lessee's fault,
b) the premises become unfit for the purposes for which they
were originally rented by the Lessee, as described in Part B, P.
16.2 hereafter, except in so far as this may be due to a fault
or breach on the part of the Lessee
c) the Lessor is guilty of violation of his obligation to hand
over the leased premises - in respect with clauses 2.2 and 2.3
of the Lease
The notice period is six months, and starts the first day of
the month following the day of delivery of the notice.
In this case any rent paid in advance following the
deduction of sums outstanding and owned to the Lessor, shall
be reimbursed.
12. Notices, changes
The Lease shell be executed in six copies; the Lessee shall
be given two copies, the Lessor shall be given four copies.
There may be no verbal supplements to the Lease. Any changes
of or additions to the Lease shall be in writing and agreed
by both parties to be effective.
Any and all notices, mutual information, statements and rent
notifications shall be effective if directed to the address
last identified by one party to the other.
P. 13 Miscellaneous
13.1 Each party shall bear its own legal expenses.
13.2 Where several persons constitute the party of the Lessee,
they shall be liable as joint and several debtors. Any
notification on the part of the Lessor shall be deemed
legally valid if addressed to any one of such persons.
13.3 Should any of the provisions of the Lease violate any
provisions of applicable law or become invalid during the
performance of the Lease, its invalidity shall not affect
validity of the Lease as such.
Such invalid provision shall be replaced with a provision
which is valid and fulfills as closely as possible the
correct legal meaning of the clause determined to be
invalid.
13.4 Any tolerance by the Lessor of any breach of Lessee's
obligations ir compliance with the Lease, whatever its
frequency or its duration shall not allow the Lessee to
consider this tolerance as a modification or a cancellation
of any of its obligation, neither shall imply a right of any
nature for the Lessee, and does not mean that the Lessor
gave up his rights.
P. 14 Jurisdiction - applicable law
This agreement shall be governed by Hungarian law.
All disputes arising from or in connection with the present
lease agreement which cannot be settled by direct
negotiation between the parties shall be finally settled
under the rules of arbitration of the Hungarian Chamber of
Commerce and Industry by three arbitrators designated in
accordance with the said rules, applying Hungarian Law.
The language used in this procedure will be the Hungarian
Language.
The deliberations of these arbitrators shall be final and
shall bind the parties.
Budapest 21st March 1997
____________________________ ______________________
Lessor Lessee
PART B - PARTICULAR CLAUSES
P. 15. Leased premises
15.1 The Lessor shall lease and the Lessee shall rent the
following areas:
- 1st floor, totally approx. 510m2
the premises being delimited with a red colored outline on
the drawings attached in Appendix 1.
- 5 parking places
- the right in common with others to use the common areas
15.2 The leased premises shall be rented for the following use:
office purposes
P. 16 Beginning and duration of the Lease
The Lease shall commence on 1st April 1997 and shall
continue for a period expiring on 31st March 2002 herein
known as the date of expiry, being 5 years thereafter.
P. 17 Rent
The Lessee undertakes to pay the Lessor an annual net rent
equivalent in HUF to 195,000,- DEM during the Lease plus
A.A. at the legally valid rate, and any and all other
applicable taxes.
P. 18 Cash deposit (amounts)
Referring to paragraph 7 of the present Lease, the amount of
the cash deposit is fixed at 48.750. -DEM
+25%VAT 12.187.5.-DEM
-------------
60.937.5.-DEM
and shall be paid in HUF
Referring to paragraph 8 of the present lease, the amount of
the bank guarantee is fixed at 243.750.-DEM.
P. 19 First payments
Upon execution of the present Lease, the Lessee will pay as
first payments to the Lessor:
Date of signature of the Lease: 21 March 1997
Date of beginning of the Lease 1st April 1997
Rent 857.149 HUF
+25% VAT 214.287 HUF
-----------
1.071.436 HUF
Cash Deposit: 6.389.297 HUF
P. 20 Miscellaneous
The present Lease is valid only with Part A and Part B both
signed. In case of discrepancies between the two parts,
Part B shall prevail.
Budapest, 21st March 1997
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The Lessee The Lessor
APPENDICES
APPENDIX 1: Plan
APPENDIX 2: Joint statement recording the condition of the leased
premises
APPENDIX 3: Form of guarantee
