EXHIBIT 10.41
Commercial Lease
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Between
Prinzenpark GbR
Xxxxxxxxxx. 0
00000 Xxxxxxxxxx
-hereinafter referred to as Lessor-
and
Star Telecommunications
Deutschland GmbH
Xxxxxxxxxxxxxxxx 0-00
00000 Xxxxxxxxx/Xxxx
-hereinafter referred to as Lessee-
the following Lease is signed:
SECTION 1
LEASED PROPERTY
1. ACCORDING TO THE GROUND PLAN ATTACHED AS APPENDIX, which forms part of
this Lease, Lessor grants Lessee a Lease of the following areas for the
establishment of an office business within the building Prinzenallee 7,
erected on the premises Prinzenallee 5-21/Hansaallee 101,40549 Dusseldorf:
a) XXXXXXXXXXXX 0, XXXXXX XXXX XX THE GROUND FLOOR OF APPROX. 1,122.12 m(2)
b) XXXXXXXXXXXX 0, XXXXXX XXXX IN THE BASEMENT OF APPROX. 112,09 m(2)
c) XXXXXXXXXXXX 0, XXXXXXX XXXX IN THE BASEMENT OF APPROX. 124.76 m(2)
d) 6 PARKING SPACES IN THE UNDERGROUND CAR PARK (NOS. 391 TO 396)
e) 2 PARKING SPACES OUTSIDE (NO. 29 AND 30)
2. In the ground plans attached AS APPENDIX, the leased areas according to
subparagraph 1 a) TO c) are marked in red outline and determined by the
area between the inside of the demarcation walls of the building, so that
possibly existing movable lightweight or partition walls and interior
stairs as well as other similar building components are not deducted but
regarded as leased area. Non-usable traffic areas and suchlike have been
taken into consideration when calculating the amount of rent.
The areas mentioned in sub-paragraph 1 d) AND e) are determined bindingly
by the two parties, so that the location can be taken from plans as well.
If a later measurement results in deviations of less than 2.5%, none of
the two parties shall be entitled to demand an adjustment of rent for
this reason.
3. The ground plan serves exclusively for determining the situation of the
Leased Property.
4. The Leased Property is provided ACCORDING TO THE GROUND PLAN ATTACHED AS
APPENDIX, interior works completed.
Lessor reserves the right of minor alterations which do not interfere
with Lessee's business operation or which are advisable on the basis of
conditions imposed by the authorities or technical requirements.
Lessee shall take into account the necessary escape routes when
establishing and operating the Leased Property - if necessary according
to Lessor's instructions - and to keep them permanently clear for
unhindered passage.
On the occasion of handing over, a handing over protocol shall be
prepared. Any possible defects, considerably reducing the Leased
Property's suitability for contractual use, are to be listed therein.
These defects are to be remedied by Lessor within a reasonable period of
time.
By taking over, Lessee agrees that in other respects, the Leased Property
is in a condition suitable for contractual use.
5. To the extent that Lessee requires alterations to the Leased Property
exceeding those of the present equipping and of the GROUND PLAN ATTACHED
AS APPENDIX, these alterations are subject to Lessor's prior written
consent in each individual case. Consent may be denied for substantial
reasons only. If consent is granted, Lessee may carry out these
alterations at its own expense.
Lessee shall have these works carried out in accordance with Lessor's
supervision of works. Lessor is entitled to make its consent dependent on
compliance with supplementary terms.
6. Lessor does not warrant that the leased areas have been designed
according to ground plan down to the last detail.
7. The carrying capacity of the ceilings is:
- on the ground floor =500 kg/m(2)
- on the first floor to upper story =350 kg/m(2)
including allowance for partition walls.
SECTION 2
BEGINNING OF LEASE
1. The Lease begins on the handing over date, probably on
JANUARY 1ST, 1998
2. The contractual relationship shall begin on signing the contract, the
Lease on handing over.
3. The construction period required for special facilities and special
requests of Lessee is to be regarded as rental period, unless its
execution runs parallel to the completion to be effected by Lessor
requiring additional time.
SECTION 3
DURATION OF LEASE
1. The Lease is contracted for a duration of ten years. It begins on handing
over.
2. LESSOR GRANTS LESSEE THE OPTION TO RENEW THE LEASE FOR ANOTHER FIVE YEARS.
LESSEE'S DECLARATION TO EXERCISE ITS RIGHT OF OPTION HAS TO BE RECEIVED BY
LESSOR NOT LATER THAN 12 MONTHS PRIOR TO EXPIRY OF THE TENTH YEAR OF
CONTRACT. THE DECLARATION MUST BE MADE IN WRITING.
3. WHEN LESSEE REMAINS IN POSSESSION OF THE LEASED PROPERTY AFTER EXPIRY OF
THE LEASE, THE LEASE IS NOT TO BE REGARDED AS RENEWED. SECTION 568 GERMAN
CIVIL CODE BGB IS NOT APPLICABLE. CONTINUATION OR RENEWAL OF LEASE AFTER
ITS TERMINATION MUST BE AGREED IN WRITING.
SECTION 4
CANCELLATION
1. Lessor is entitled to terminate the Lease without notice, if and when
a) Lessee is in arrears with the payment of rent and/or payment of costs
according to Section 6 of this contract despite written reminder, with a
sum REACHING the amount of two monthly rents (see Section 6, sub-paragraph
1) or, in the case of incidental expenses, the quarterly payment.
b) Lessee continues to use the property in a manner contrary to the terms of
the Lease, or if Lessee otherwise considerably or lastingly infringes the
rights of Lessor or other lessees, or leaves the Property to a third
party without authorization, and if it fails to take corrective action
despite written caution by registered letter specifying a reasonable time
limit.
c) a petition in bankruptcy or for the institution of composition
proceedings has been filed with respect to Lessee's assets, or if a
petition in bankruptcy is dismissed for lack of assets or if Lessee has
otherwise suspended payments or enters into extrajudicial composition
proceedings.
d) the contractually agreed type of use is changed without Lessor's consent
and no corrective action is taken despite written caution by registered
letter specifying a reasonable time limit.
2. LESSEE IS ENTITLED TO TERMINATION OF LEASE WITHOUT NOTICE, PROVIDED
LESSOR FAILS TO COMPLY WITH ESSENTIAL CONTRACTUAL OBLIGATIONS DESPITE
WRITTEN CAUTION SPECIFYING A REASONABLE TIME LIMIT OR IF CIRCUMSTANCES AS
DESCRIBED UNDER SECTION 4, SUBPARAGRAPH 1.c) ARE APPLICABLE TO LESSOR.
3. The notice of termination must be given in writing. It becomes effective
on receipt.
4. In the case of premature termination of Lease subject to Lessee's
responsibility, Lessee shall be liable for the loss of rent, incidental
expenses and other payments for the contractual duration of Lease as well
as for any other loss suffered by Lessor due to the premature
cancellation of Lease with respect to the Leased area, unless Lessor is
indemnified by a new, adequate lease of the rooms. THE COSTS ACCRUED IN
THIS RESPECT (IN PARTICULAR INSERTION EXPENSES AND BROKER'S COMMISSION)
ARE TO BE BORNE BY LESSEE. LESSOR SHALL MAKE ANY EFFORT TO FIND A
SUITABLE NEW LESSEE. IT WILL ACCEPT A NEW LESSEE PRESENTED BY LESSEE,
PROVIDED THE NEW LESSEE EQUALS LESSEE WITH RESPECT TO KIND OF BUSINESS AND
FINANCIAL SOUNDNESS.
SECTION 5
OBLIGATIONS ON TERMINATION OF LEASE
1. On termination of Lease on any legal ground whatsoever, Lessee shall
return the Leased Property to Lessor in an expertly renovated and cleaned
condition, not later than on the last calendar day of the rental period.
The obligation to renovate does not refer to normal wear and tear
regarding roof and compartment of the Property. IN OTHER RESPECTS, IT
ONLY REFERS TO THOSE ITEMS CLASSIFIED AS SUBJECT TO DECORATIVE REPAIRS
ACCORDING TO SECTION 28, XXX-XXXXXXXXX 0, XXXXXXXX 5 II OF THE OPERATING
AGREEMENT BV (AS AMENDED ON OCT. 12, 1990), AND TO CARPETS, IF THESE HAD
BEEN PROVIDED BY LESSOR ON MOVE.
2. By the end of the rental period, Lessee shall have removed any
installations and structural alterations executed by Lessee prior to or
after moving in, and Lessee shall restore the state of the building
originally planned or existing. If and to such an extent as allowed by
Lessor, Lessee is entitled not to remove installations or structural
alterations. In this case, Lessor is entitled to acquire them, wholly or
in part, against payment of A REASONABLE compensation. THIS DOES NOT
APPLY TO ANY OBJECTS SUBJECT TO LESSOR'S CONTRIBUTION TO EXPENSES ON
FITTING OUT UNDER SECTION 17, SUB-PARAGRAPH 1 OF THIS LEASE. The
obligation to execute decorative repairs according to Section 10 remains
unaffected.
3. Additionally, Lessee shall indemnify for any loss suffered by Lessor due
to delayed return of the leased rooms.
4. On Lessor's demand to remove the installations/alterations, Lessee is
obligated to restore the original condition, or the condition originally
agreed, at its own expense, including each and every necessary secondary
work.
SECTION 6
SUBLEASING
1. Lessor is entitled to sublease or sublet the Leased Property, subject to
Lessor's prior written consent, but only
a) for the same or similar purposes of use, for which the rooms are leased
to Lessee and
b) to a sublessee convenient to Lessor. Lessor may reject a sublessee only,
if sublessee's person, branch of business or company gives substantial
cause for such a rejection.
2. Subleasing for the purpose of a changed use of the Leased Property
requires Lessor's special written consent.
SECTION 7
AMOUNT OF RENT AND INCIDENTAL EXPENSES
1. The monthly rent for the leased areas shown in Section 1 amounts to
a) approx. 1,122.12 m(2) X DM 27.50 = DM 30,858,30
b) approx. 112.09 m(2) X DM 20.00 = DM 2,241.80 (offices)
c) approx. 124.76 m(2) X DM 12.00 = DM 1,497.12 (storage area 1)
d) 6 parking spaces undergr.c.p. X DM 110.00 = DM 660.00
e) 2 parking spaces outside X DM 60.00 = DM 120.00
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total = DM 35,377.22
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LESSOR ALLOWS LESSEE THE USE OF THE LEASED PROPERTY FREE OF RENT FOR THE
FIRST THREE MONTHS OF LEASE AFTER HANDING OVER (POSSIBLY EARLIER REGARDING
PARTIAL AREAS), NOT LONGER, HOWEVER, THAN UNTIL MARCH 31ST, 1998. THE ADVANCE
PAYMENT FOR THE OPERATING EXPENSES IS DUE ON HANDING OVER OF THE RESPECTIVE
LEASED AREA (INCLUDING PARTIAL AREAS).
2. The incidental expenses listed in the following are not covered by the
rent payment:
- real estate and building insurance
- real property tax
- cost of water and waste water
- cleaning expenses streets, paths and squares
- upkeep of decorative elements and of general green areas including
purchasing costs of new plants
- costs of fire alarm and extinguishing systems, safety contrivances of
all kinds (if available)
- costs of caretaker or in-house technician
- costs of house cleaning
- costs of the heating system including consumption
- general current, lamps
- metering and accounting expenses of consumption
- elevator costs
- refuse collection - unless separate agreement
- cost of ventilation, air conditioning equipment
- wide band supply
- upkeep and repair of interior and exterior general areas, except for
roof, outer facades and load-bearing elements
- house management
Lessee shall bear these costs according to actual consumption or to the
corresponding expenses incurred.
Industrial waste, e.g. office paper, overstepping the xxxx, is to be
removed by Lessee.
To the extent that costs are apportioned, Lessee shall be treated as
equivalent to the other lessees (applying the same basis for allocation),
irrespective of the operating expenses.
A monthly advance payment of DM 5.50 per m(2) shall be collected for the
above mentioned incidental expenses for the offices and the supplementary
area. This advance payment is to be effected together with the rent
payment. In the case of a change of these incidental expenses or if new
real property liens arise, Lessor shall be entitled to reassess the
advance payments.
Settlement of accounts with respect to the advance payments will be
effected once a year. If the settlement of accounts shows an overpayment,
a corresponding credit note in favor of Lessee will be issued. If the
costs to be settled exceed the advance payments, Lessor shall claim a
corresponding payment. Provided economically justifiable, corresponding
supply meters are to be installed for the determination of consumption.
Unless a direct determination of such costs is possible, Lessee shall be
charged with these costs in proportion of its leased area to the overall
leased area of the Property. In the case of a breakdown of the metering
devices or if such devices do not work properly, Lessor is entitled to
allocate costs by way of assessment.
The accounting documents shall be available for inspection according to
Lessor's provisions for one month after dispatch of the settlement of
accounts to lessees.
3. Lessee shall pay a monthly flat charge of 1% of the net rent agreed under
Section 7, sub-paragraph 1, for the proportionate administrative expenses.
4. In addition to the rent, any value added tax to the extent assessed and
due shall be owed by Lessee. This also applies to incidental and
administrative expenses listed above.
SECTION 8
PAYMENT OF RENT AND INCIDENTAL EXPENSES
1. The rent and the advance payment for incidental and administrative
expenses are to be paid to Lessor or to a person or institution
authorized by lessor for acceptance monthly in advance not later than on
the third working day of the respective month. For the first time, these
payments are to be effected for the period from the day of handing over
the Leased Property.
2. On delay in payment, Lessor is entitled to charge default interest of 4%
above the respective discount rate of the Deutsche Bundesbank as well as
xxxxxxx costs to the extent of DM 5.00 PER REMINDER. The assertion of
further damages caused by delay remains unaffected.
3. In the case of partial payments on the part of Lessee, Lessor is entitled
to offset according to Section 366 II German Civil Code BGB, irrespective of
any statements by Lessee.
4. Lessor shall not pay any interests on advance payments for incidental
expenses.
5. THE RETENTION OF PAYMENTS TO BE EFFECTED BY THE PARTIES UNDER THIS
CONTRACT AND THEIR OFFSET AGAINST ANY CLAIMS IS EXCLUDED, UNLESS
ACKNOWLEDGED OR RECOGNIZED BY DECLARATORY JUDGEMENT BY THE OTHER PARTY.
LESSEE'S RIGHT TO CLAIM REDUCTION OF RENT REMAINS UNAFFECTED.
Lessor's banking connection:
Bayerische Landesbank
account no. 58 301
bank identification no. BLZ 700 500 00
SECTION 9
RENT ADJUSTMENT/VALUE GUARANTY
1. The rent agreed under Section 6, sub-paragraph 1 is to be considered as
fixed until December 31st, 1998. After that date, it shall be increased
or reduced in percentages for the following year according to
cost-of-living index of an employee's family of four with an average
income of the sole breadwinner, as published by the Statistisches
Landesamt NRW (Land Statistical Office of North Rhine-Westphalia) on the
basis of 1991 = 100 points, with 75% corresponding to the increase or
decrease of the index.
2. A FIRST ADJUSTMENT OF RENT WILL BE EFFECTED ON JANUARY 1ST, 1999. THE
CHANGE OF INDEX FROM DECEMBER 1997 (BASE INDEX) TO DECEMBER 1998 IS
AUTHORITATIVE FOR THIS ADJUSTMENT. SUBSEQUENTLY, THE RENT ADJUSTMENT
SHALL BE EFFECTED ON JANUARY 1ST OF EACH YEAR OF LEASE, ALSO ACCORDING TO
THE RESPECTIVE CHANGE OF INDICES FROM DECEMBER OF THE PREVIOUS YEAR IN
RELATION TO DECEMBER OF THE YEAR BEFORE.
In the following years of Lease, a corresponding adjustment of rent shall
be effected on January 1st respectively.
2. If in future this adjustment becomes legally impossible for any reason
whatsoever, e.g. because this index is no longer officially determined or
published or if the connection hereto becomes legally impossible for any
reason whatsoever, the contracting parties are bound to come to an
agreement on a reasonable adjustment of rent which is permitted by
statute and the content of which is economically as similar as possible
to the value clause agreed hereunder.
3. The contracting parties are aware of the fact that the legal effect of the
above value clause is dependent on the approval by the Land central bank.
Lessor will endeavor immediately to obtain such approval. The legal
effect of the other provisions of this contract remain unaffected, as
long as the approval by the Land central bank has not been obtained or if
it is denied. In that case, the contracting parties are bound to work on
a permissible wording in order to achieve a corresponding rent
restriction to the development of the cost of living.
SECTION 10
MAINTENANCE AND REPAIR
1. On beginning of contract, the leased rooms are handed over to Lessee in a
new, perfect condition. Prior to move, any possible defects are recorded
in a handing
over protocol. During the rental period, the leased rooms are to be kept
in a proper, unobjectionable condition and are to be treated with care.
2. During the rental period, Lessee shall additionally be responsible for
all repairs within the Leased Property caused by its own fault or by
inexpert handling (repair, maintenance) and for all the interior
decorative repairs. Lessee shall perform expert interior decorative
repairs at its own expense at reasonable intervals, not later than every
3 years.
3. Lessee shall remove immediately any damages, he is responsible for. If
Lessee fails to comply with this provision within a reasonable period of
time, Lessor may have the necessary works executed at Lessee's expense.
4. In the case of damages causing any imminent dangers or in the case of
unknown abode of Lessee, a written caution or the fixing of time limit is
not required. In such cases, Lessor is entitled to execute damage removal
at Lessee's expense.
SECTION 11
INSURANCE, LIABILITY
1. Insurance of Lessee's fittings and of stored assets against fire, water,
burglary and housebreaking or other damages is within Lessee's
responsibility.
2. In particular, Lessee is liable for the following damages to the Leased
Property:
a) any damages to the fittings and other objects brought in by Lessee,
caused by fire or tap water, including the risks of sewage water and
inappropriate penetration of sprinkler water;
b) any personal injury and damage to property to an extent customary in
Lessee's line of business
c) broken glass
d) any damages resulting from burglary and housebreaking.
3. Lessee shall effect insurances covering the risks mentioned under a-d.
Lessor may demand presentation of the corresponding insurance policies in
regular intervals, including a written declaration by the insurance
company confirming that a corresponding examination has not shown a case
of underinsurance.
4. Lessor assumes no liability whatsoever for any possible damages to
fittings, unless the damage has been NEGLIGENTLY caused by Lessor or by
its vicarious agents. LESSOR, HOWEVER, SHALL BE LIABLE FOR ANY DEFECTS,
LESSEE IS EXPRESSLY NOT LIABLE FOR ACCORDING TO THE FOLLOWING.
5. In the case of subleasing, Lessee shall indemnify Lessor against any
claims to such an extent as such claims against Lessor are excluded for
Lessee itself according to the terms of this contract. This also applies
to non-contractual foundations for claims.
6. LESSEE IS LIABLE FOR ANY DAMAGES NEGLIGENTLY CAUSED BY ITS FAILURE TO
EXERCISE PROPER CARE, INCLUDING WITHOUT LIMITATION, IN PARTICULAR,
INEXPERT HANDLING OF SUPPLY PIPES OR DRAINS, TOILETS AND HEATING PLANTS
OR OF ELECTRICAL EQUIPMENT WITHIN THE LEASED ROOMS, AND FAILURE TO
PROTECT THEM SUFFICIENTLY FROM FROST OR OTHER INFLUENCES. AT ALL EVENTS,
OCCLUSIONS OF PIPES ARE TO BE REMOVED BY LESSEE UP TO THE MAIN PIPE AT
ITS OWN EXPENSE.
7. IN THE SAME WAY, LESSEE IS LIABLE FOR ANY DAMAGES NEGLIGENTLY CAUSED TO
THE PROPERTY BY ITS EMPLOYEES OR SUBLESSEES. IF SUCH A DAMAGE IS CAUSED
BY LESSEE'S OR SUBLESSEE'S VISITORS OR SUPPLIERS, LESSEE IS LIABLE ONLY,
IF IT FAILS TO INFORM LESSOR ABOUT THE FULL NAME AND ADDRESS OF THE
VISITOR OR SUPPLIER (SPECIFIC EXECUTING PERSON).
LESSEE SHALL MAINTAIN ANY PIPES AND PLANTS RELATING TO ELECTRICITY, GAS
AND SANITATION, LOCKS, BLINDS, AND SIMILAR EQUIPMENT IN A SERVICEABLE
CONDITION.
LESSEE IS FURTHER LIABLE FOR ANY DAMAGES CAUSED BY INEXPERT HANDLING OF
WATER, LIGHT AND POWER MAINS, AND FOR ANY DAMAGES TO TOILETS, SANITATION
OR HEATING PLANT AS WELL AS VENTILATION, SMOKE ALARMS AND ACOUSTIC
EQUIPMENT (IF AVAILABLE) CAUSED BY LEAVING DOORS OPEN, BY STRUCTURAL
MEASURES TAKEN BY LESSEE, BY ADVERTISING EQUIPMENT INSTALLED BY LESSEE OR
BY FAILURE TO COMPLY WITH THE OTHER OBLIGATIONS ASSUMED BY LESSEE.
Lessee is liable to Lessor for any damages to buildings, doors, gates,
elevators, parking lots, traffic ways etc., caused by delivery traffic
and exceeding customary wear and tear.
8. AT ALL EVENTS, LESSOR SHALL REPLACE AT ITS OWN EXPENSE ANY DAMAGED GLASS
PANES AND MIRRORS AND IF NECESSARY, LESSOR SHALL EFFECT A GLASS
INSURANCE. NOT CLOSING TOILETS AND SINKS, CAUSING WATER TO FLOW
CONTINUOUSLY THROUGH LEAKY VALVES THUS RESULTING IN CONSIDERABLE WATER
CONSUMPTION, ARE IMMEDIATELY TO BE REPORTED TO LESSOR. DELAYED REPORTS
MAY RESULT IN DAMAGE CLAIMS. ON REQUEST, ANY POSSIBLE CLAIMS AGAINST
THIRD PARTIES AT FAULT ARE ASSIGNED TO LESSOR BY LESSEE.
9. Lessee is responsible for not exceeding the indicated carrying capacity
of the bearing plate.
10. Lessee shall immediately remove any damages it is responsible for
according to the above provisions at its own expense. On Lessee's
failure to do so despite written caution and fixing of an appropriate time
limit by Lessor, Lessor may have the corresponding work executed at
Lessee's expense. In the case of damages causing any imminent dangers or
in the case of unknown abode of Lessee, a written caution or fixing of
time limit is not required.
11. Lessor shall arrange for the examination of plants jointly used by
several lessees or belonging to the commonly used facilities. Lessor is
entitled to sign appropriate fully comprehensive maintenance agreements.
Costs shall be apportioned to the lessees. The required examination of
plants exclusively used by Lessee or installed by Lessee is to be arranged
for by Lessee at its own expense. Lessee is obligated to observe and
comply with each and every statutory or public law provision with respect
to its place of business.
12. Plants and components left for Lessee's sole use are to be maintained,
attended to and kept up in such a way, that they are returned in a
serviceable condition after termination of contract.
SECTION 12
PREMATURE TERMINATION OF LEASE
1. Lessor generally agrees to give its consent to annulment of contract in
the case that Lessee demands early termination of contract for
substantial reasons, provided that Lessee presents an equivalent and
solvent new lessee with whom a contract of lease is entered into, in which
the new lessee succeeds to each and every right and obligation under this
contract.
The new lessee's use of the Leased Property for other than the previous
purposes is subject to Lessor's consent. Lessor may deny such consent,
if any non-competitive clauses agreed by Lessor or justified interests of
other lessees or the mixture of branches are adverse to such use.
2. Additionally, a precondition for Lessor's consent is that Lessee or the
new lessee binds itself by contract with Lessor to bear all the expenses
involved in the change of lessee (including commercial agency's charges)
and finally that Lessee assumes the absolute guaranty for the performance
of the financial obligations of the new lessee against Lessor for the
time up to the first possible date of termination.
SECTION 13
STRUCTURAL ALTERATIONS AND INSTALLATIONS BY LESSEE
1. Prior to and during the rental period, any structural alterations within
and outside the leased rooms are subject to Lessor's written consent.
Lessee is entitled to install advertising writings or signs in areas of
the Leased Property earmarked by Lessor. In order to achieve a uniform
design of the overall property, however, Lessee is obligated to have such
exterior advertising approved by Lessor in advance. Any possible official
permits required are to be obtained in advance by Lessee at its own
expense. Even if Lessor grants its consent to structural alterations and
installations, Lessee is obligated to remove such installations and to
restore the original condition on termination of Lease.
Subject to Lessor's consent, Lessee may leave any objects affixed to the
building to Lessor free of charge. Lessee may also have its company name
installed in the entrance area of the building at its own expense,
uniform with the other users of the building and in accordance with
Lessor (a uniform sign board is planned for all the lessees, divided up
into individual signs).
Lessee is entitled to equip the rooms at its own expense with additional
installations and special facilities which are useful and necessary for
the performance of its business.
As soon as possible after completion of the contract, Lessee shall draw
up a catalogue with such items and submit it to Lessor for approval.
Planning, installation or delivery of Lessee's special facilities is
within Lessee's responsibility. In agreement with Lessor's architect,
however, it may make use of his expert assistance against payment of a
reasonable remuneration.
2. Regarding the electric installations required and ordered by Lessee, which
are subject to VDE/TUV, Lessee is obligated to entrust an expert company.
Upon Lessor's demand, Lessee shall present the electricity plans.
SECTION 14
REPAIR AND STRUCTURAL ALTERATIONS BY LESSOR
1. Even without Lessee's consent, Lessor may perform any repairs and
structural alterations becoming necessary for the maintenance of the
building or of the Lease Property, for averting imminent dangers, for
the removal of damages or because of other lessees moving in/out.
This shall also apply to works which are not necessary but useful, as for
instance modernization of the building and of the Leased Property. DURING
THE FIRST TEN YEARS OF LEASE, A MODERNIZATION OF LESSEE'S ROOMS IS
SUBJECT TO LESSEE'S PRIOR CONSENT. Lessee shall maintain accessible the
rooms concerned. Lessee must not hinder or delay the execution of the
works.
2. Provided Lessee is bound to tolerate the works, it is not entitled to
rent reduction nor to exercise a right of retention. Lessor, however, is
obligated to have such works executed outside Lessee's usual business
hours, if possible, in order to avoid a substantial interference with
Lessee's business operation.
SECTION 15
JURISDICTION AND PLACE OF PERFORMANCE
1. Place of jurisdiction and place of performance is Dusseldorf.
SECTION 16
SECURITY FOR RENT
1. Lessee shall provide a guaranty to the extent of SIX NET MONTHLY RENTS to
provide security for its obligations under this contract. This guaranty
may be effected in the form of a bank guaranty issued for an unlimited
period of time. On termination of Lease, the security is returned to the
full extent, provided this contract of Lease is perfectly fulfilled and
all other obligations in connection with this Lease are complied with.
Otherwise, the security provided shall be set off against Lessor's claims.
Lessor may demand that the suretyship is increased corresponding to a
rent increase as per Section 8 of this contract. Accordingly, the
security is to be increased on Lessor's first demand in such a way, that
it always matches SIX current net monthly rent payments.
2. If the security or an appropriate guaranty is not received by Lessor
within 14 days after handing over of contract, Lessor is entitled to
withdraw from contract after another written caution of 14 days.
SECTION 17
SPECIAL CONDITIONS
1. LESSEE IS GRANTED AN ADDITIONAL CONTRIBUTION TO EXPENSES ON FITTING OUT
IN THE GROSS AMOUNT OF DM 350,000.00, IN ADDITION TO THE CONVENTIONAL
DESIGN.
THIS CONTRIBUTION MAY BE USED FOR FALSE FLOOR, AIR CONDITIONING IN
VARIOUS AREAS, ADDITIONAL STEEL DOORS AND FOR ADDITIONAL LAMPS AND OTHER
SPECIAL REQUIREMENTS, WHICH ARE NOT INCLUDED IN THE STANDARD BUILDING
SPECIFICATIONS.
2. Lessor assumes the obligation of cleaning the pavement including snow
removal and gritting in icy weather of the pavements and pedestrian areas
in front of the building, complying with the municipality's provisions.
The corresponding expenses will be apportioned to the lessees in
accordance with Section 6, sub-paragraph 2.
3. Lessee agrees furthermore to clean windows and window frames regularly.
This also applies to sun protection facilities. If cleaning contractors
are entrusted with attending to the overall property, Lessee may join
such an agreement, provided it bears the proportionate expenses.
4. The house regulations attached form part of this Lease and shall be signed
by the two parties as well. The legal provisions shall apply
supplementary to these terms of contract.
5. Annulment, amendments and supplements to this contract must be made in
writing. Any verbal agreements, in particular on cancellation of the
written form, are ineffective. EACH PARTY IS ENTITLED TO AFFIX ANY
AGREEMENTS ON AMENDMENTS OR SUPPLEMENTS REGARDING THIS LEASE TO THIS DEED.
6. If any provisions of this contract prove to be or become legally
ineffective, the validity of the other provisions of this Lease shall
remain unaffected. The contracting parties, however, agree to ensure that
the ineffective provisions are replaced by other, economically equivalent,
effective provisions, if possible.
7. The following appendices form part of this contract:
a) BUILDING SPECIFICATIONS dd. OCTOBER 23RD, 1997
b) GROUND PLANS OF OFFICE AND STORAGE AREA
c) HOUSE REGULATIONS
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Dusseldorf, Frankfurt, October 31st, 1997
( )
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-Lessor- -Lessee-
