EXHIBIT 10.11
PROPERTY LEASING CONTRACT
No. 2820-4377
SANCTOR Grundstucks-Vermietungsgesellschaft mbH & Co.
Object TTHFT KG
_________________________________________________________________________
- Lessor -
TEMIC TELEFUNKEN Hochfrequenztechnik GmbH, 85098 GroBmehring
_________________________________________________________________________
. Lessee -
I. Leased Property
---------------
Administrative building
_________________________________________________________________________
With a fractional tract of land still to be surveyed:
Land Register Description
Land Register of the Local Court Ingolstadt for mailing
Folio 74 Page 3098
Lot 375 Plot
Size approx. 5,974 m/2/
II. Total Lease Term: 22 years
----------------
Expected commencement of the total lease term on: 1 January 2000
III. Payments of the Lessee:
----------------------
Basis of calculation for the payments of the Lessee pursuant to No. 1, 3
and 5 are the Total Investment Costs (TIC)
of presumably DM 7,000,00.00
of this
Land DM 1,732,460.00
Building DM 5,167,540.00 depreciation for wear and tear (AfA) 4.00
% p.a.
Other DM 100,000.00 depreciation for wear and tear(AfA) 4.54
% p.a.
Presumed contractual
remaining value at the end of the total lease term: DM 2,352,564.80
1. Payment upon Conclusion of Contract: - not applicable -
2. Payments prior to commencement of the total lease term:
a) Advance rent payment open pursuant to Supplementary Agreement
No. 1
b) Appropriation charge open pursuant to Supplementary Agreement
No. 1
3. Payments after commencement of the total lease term:
Rent open pursuant to Supplementary Agreement
No. 1
4. Adjustment of rent due to conversion
of interest (conversion date) on: open pursuant to Supplementary Agreement
No. 1
5. Share in management costs 0.32% p.a.
6. Ancillary Leasing Costs:
The Lessee reimburses the Lessor for documented ancillary leasing costs
pursuant to (S) 4 of the Leasing Conditions
7. Value Added Tax:
The respectively applicable statutory value added tax shall be paid in
addition to payment upon conclusion of contract, to payments prior to
commencement of the
total lease term, rent payments, share in management costs and to ancillary
leasing costs if the Lessor does not exercise the opportunity to waive tax
exemption pursuant to Section 9 Turnover Tax Act (UstG) - in whole or in
part - (VAT Option).
8. VAT-free Leasing:
Insofar as the Lessor is not entitled to input tax deduction due to VAT-free
leasing, in addition to the share in management costs and ancillary leasing
costs pursuant to the no. 5 and 6 above, the Lessee shall reimburse the
Lessor an additional charge in the amount of the statutory VAT.
IV. Rent Payment Account of the Lessor: Account no. 206 300 630
----------------------------------
Deutsche Bank AG, Dusseldorf
Bank Code No. 300 700 10
V. Account No. Of the Lessee (for direct debiting system): - to be provided
------------------------------------------------------
later -
VI. Supplementary Agreements:
------------------------
Supplementary Agreement No. 1 "Open Conditions"
VII. Provision of Documents:
----------------------
Lessee is obligated to provide the following documents:
Evidence pursuant to (S) 2 no. 8
LEASING CONDITIONS
(S) 1
Commencement of the Total Lease Term
The total lease term commences when the Lessee takes over the Leased Property.
The take-over, which will be documented in a protocol, shall take place upon
completion of the Leased Property and/or upon its purchase by the Lessor. The
Lessor does not guarantee for compliance with the expected time of take-over
stated in No. II above. The Lessee is not entitled to refuse to take over the
Leased Property due to insignificant defects (in accordance with Section 12 no.
3 Standard Official Contracting Terms (VOB) Part B).
(S) 2
Payments of the Lessee
1. Payment upon conclusion of contract
- not applicable -
2. Payments prior to commencement of the total lease term
a) Advance rent payment:
The advance rent payment is the payment for investment funds paid by
the Lessor. Until the input tax is refunded by the tax office,
interest at a rate of 5% p.a. above the respective discount rate of
the German Federal Bank shall be paid by the Lessee on VAT paid by the
Lessor and to be claimed as input tax vis-a-vis the tax office. This
also applies to VAT on investment funds which the Lessor does not pay
out until after commencement of the total lease term.
b) Appropriation Charge
The appropriation charge is the charge for investment funds which have
been appropriated by the Lessor but not yet paid out.
These payments shall be calculated on a monthly basis according to the
balance as of the end of the respective month of the investment funds
paid out (advance rent payment) and/or investment funds not yet paid
out (appropriation charge).
3. Payments after commencement of the total lease term
a) Rent payments shall be calculated on the basis of the final total
investment costs ((S) 3)
b) - not applicable -
4. Adjustments
As of each agreed conversion date, the Lessor is entitled and obligated to
adjust the rent payments for the next fixed-rate period using the same
method of calculation and taking into consideration the repayments
contained in the rent payments up to that point in time, the remaining time
of the respective rent period and the interest rate which must be agreed
with the Lessee in a timely manner prior to the conversion date. If the
Lessor and the Lessee cannot agree on the interest rate, the Lessee is
entitled and obligated to raise a substitute loan. The nominal interest
rate of such loan must, however, be at least 0.1% less than the loan
proposed by the Lessor. Additionally, the substitute loan raised by the
Lessee must correspond to the other terms of financing up to now. As long
as an agreement regarding the interest rate is not reached, the Lessor
shall take the respective interest rate for current accounts credits of the
present financing bank as a basis for the calculation of rent payments. The
costs for possible debt refinancing shall be borne by the Lessee.
5. Share in Management Costs
The share in management costs to be paid as of conclusion of the Contract
shall be increased annually by 2% of the amount of the previous year.
6. Ancillary Leasing Costs
The Lessee shall reimburse the Lessor for documented ancillary leasing
costs listed in (S) 4.
7. Depreciation
The rent underlies the depreciation rates defined in no. III. In the event
of a change to the depreciation rates becoming necessary as a result of a
change in the useful life (depreciation period), the rent shall be adjusted
accordingly. This also applies to any change in the basis for depreciation
which should become necessary.
8. Input Tax Deduction
To the extent permissible by law, the Lessor shall waive exemption from VAT
pursuant to Section 9 Turnover Tax Act (in the binding version of the Tax
Abuse Correction Act (StMBG)) for the leasing of the Leased Property and/or
of independent parts of the building of the Leased Property.
To this extent, the Lessee is obligated to use the Leased Property and/or
independent parts of the building exclusively or nearly exclusively (at
least 95%) for activities which do not exclude input tax deduction. Should
the Lessee intend to deviate from this type of use, the Lessee shall
immediately inform the Lessor of this and is obligated to reimburse the
Lessor for any tax disadvantages arising from this.
The Lessee shall enable the Lessor to comply with its statutory obligations
to provide evidence by providing suitable documents for this purpose.
Should the Lessor be required to repay refunded input tax because the
prerequisites of Section 9 para. 2 Turnover Tax Act are not or are no
longer fulfilled, it is intended to include the input tax repayment of the
Lessor in the TIC and to increase this accordingly; however, this action
will only be taken insofar as the refinancing of the Lessor is secured and
its supervisory bodies have approved the increase of the TIC. Otherwise
the amounts of input tax repayment levied against the Lessor shall be
billed to the Lessee as advance rent payments being immediately due for
payment.
Input tax refunds to the Lessor due to change in use within the meaning of
Section 9 para. 2 Turnover Tax Act shall be passed on to the Lessee within
the scope of a rent refund. The Lessor reserves the right of set-off
against future rent due.
Reciprocal claims based on the aforementioned agreements are barred under
the statute of limitations six months after the date on which the
limitation according to the respective provisions of the Tax Code
(Abgabenordnung) has occurred.
(S) 3
Basis for Calculation
of the Payments of the Lessee
Total Investment Costs (TIC)
1. The basis for calculation of the payments of the Lessee pursuant to (S) 2
no. 1, 3 and 5 are all expenses which the Lessor incurs through the
purchase of the real estate and the acquisition and/or erection of the
Leased Property, meaning inter alia:
The purchase price including ancillary costs of purchase (such as costs of
notarisation) and/or building costs including public charges as well as
costs billed by third parties to the Lessor for evaluation and loans. Also
included in the expenses are the property acquisition tax and development
costs irrespective of when they were incurred, and also those costs which
are not billed to the Lessor until after the Leased Property is taken over
pursuant to (S) 1 and/or following determination of the TIC pursuant to no.
2 below. TIC does not include the VAT on the TIC paid by the Lessor for
that portion of investment funds for which the Lessor has exercised the
VAT-option.
2. The TIC shall be determined jointly by the parties after receipt of all
invoices. The payments of the Lessee pursuant to (S) 2 no. 1, 3, and 5 and
the contractual remainder according to No. III. shall be brought into line
with the determined TIC.
3. In the event of the anticipated TIC being exceeded, the Lessor can demand
that the Lessee deem the missing amounts to be lost subsidies up to a
maximum amount of 10% of the anticipated TIC. Should the anticipated TIC
not be reached, then the Lessee must reimburse the Lessor for costs which
the Lessor incurs due to not using investment funds which were appropriated
but not paid out.
(S) 4
Ancillary Leasing Costs
Ancillary leasing costs include all incidental costs not be capitalised which
are incurred for the Leased Property as of conclusion of the Contract, inter
alia:
1. costs for concluded insurance policies ((S) 9);
2. ongoing performance of obligations from a real estate purchase contract
concluded by the Lessor;
3. all taxes, charges, contributions and fees in connection with the Leased
Property, as well as other burdens and obligations of all types relating to
the Leased Property, in particular, property tax, waste disposal, street
cleaning, canal cleaning and chimneysweep, also when these are newly
implemented during the time period of the lease;
4. trade tax which possibly becomes due for the Lessor and/or its shareholders
or the respective parent company as well as wealth tax possibly becoming
due and corporation tax being levied thereon;
In the case of taxes due on shareholder level, this only applies for cases
where, due to its participation, Deutsche Immobilien Leasing GmbH
Dusseldorf or one of its affiliated companies is additionally burdened with
the aforementioned taxes;
Ancillary costs also include taxes and charges which may be newly
implemented as well as ancillary tax payments arising from interest
payments being levied on the aforementioned taxes;
5. Miscellaneous costs which are incurred by the Lessor in its capacity as
Property Company, e.g., costs of foundation, costs for necessary amendments
to the Articles of Association, annual auditing costs, IHK dues, etc.
(S) 5
Terms of Payment
1. Payments of the Lessee are basically to be made irrespective of the
condition and suitability for use of the Leased Property. In the event
that the Leased Property has defects or is not able to be used, the Lessee
is also not entitled to reduce payments in whole or in part, to withhold
payments or to set off against these payments, unless these are undisputed
claims or claims which have been determined by a final decision. The
Lessee can demand reduction of its payment obligations in the event of
accidental loss of the Leased Property, in whole or in part, or whole or
partial destruction for which the Lessee is not responsible, or if the use
of the Leased
Property is precluded for a long period of time for reasons for which the
Lessee is not responsible.
2. Payments of rent and the share in management costs are due pro rata monthly
in advance on the third calendar day of the respective month (credit of the
value to the rent receipt account of the Lessor). Ancillary costs and
advance rent payments and appropriation charges are due for payment 14 days
after date of invoice.
3. Should the Lessee not comply with the agreed payment dates, then,
notwithstanding a further loss incurred due to default in payment, the
Lessor is entitled to demand default interest of 5% above the discount rate
of the German Federal Bank on the arrears, unless the Lessee provides
evidence that the loss was not suffered or was of a lower amount.
4. The Lessee authorises the Lessor to collect payments due by direct debiting
to the Lessee's account stated in no. V.
5. Should payments of the Lessee not be sufficient to fully cover all its
obligations vis-a-vis the Lessor, the Lessor can decide for which purpose
and in which sequence the payments are to be used.
(S) 6
Execution of Contract
The Lessor shall provide the Lessee the contracts to be concluded by the Lessor
and which are in connection with the procurement and erection of the Leased
Property for the Lessee's approval. By way of approval, the Lessee accepts that
the Lessor will fulfil all payment obligations which result from these contracts
and their execution to the account of the TIC pursuant to (S) 3 or the ancillary
leasing costs pursuant to (S) 4.
(S) 7
Liability, Maintenance
Repair and Bearing of Risk
1. The Lessee shall, at its cost, maintain the Leased Property in good and
always functional condition for use in conformance with the contract. Costs
for operation, maintenance and upkeep as well as all repairs including
interior decoration shall be borne by the Lessee. In the event of
destruction of the Leased Property, in whole or in part, the Lessee is also
obligated to restore and/or rebuild the Leased Property at its expense
unless the Lessee is not responsible for the whole or partial destruction.
The risk of accidental whole or partial loss of the Leased Property shall
be borne by the Lessor.
After unsuccessful reminders, the Lessor is entitled to have necessary
repairs carried out at the expense of the Lessee.
Compensation payments by third parties (insurance companies, damaging
parties, etc.) shall be reimbursed to the Lessee in an amount which the
Lessee has expended for work carried out in connection with the damage
incurred or which shall be expended for work still to be carried out.
2. The Lessee assumes the full duty to maintain safety for the Leased Property
and its components and indemnifies the Lessor for all claims of third
parties in this regard.
3. The Lessee shall comply with all statutory and public regulations and
requirements. The Lessee shall also fulfil all obligations which the
Lessor would encounter in its capacity as owner, such as for example, the
obligations from a liability for condition of the property. In this
regard, the Lessee indemnifies the Lessor for all claims of third parties
including state institutions which occur during the time the Lessee has
possession of the Leased Property or during the term of the Contract -
beginning with conclusion of the Contract - in connection with the
planning, erection, possession and use of the Leased Property. This
indemnification also applies in particular to claims in connection with the
avoidance or removal of substances endangering the environment. All costs
for facilities and installations which become necessary due to statutory
regulations or public requirements shall be borne by the Lessee. Any
amounts paid by the Lessor due to such demands shall be reimbursed without
delay by the Lessee upon the provision of evidence.
A claim against the Lessee to indemnification of the Lessor does not exist
if the circumstances of the claim of a third party were not caused by the
Lessee. The indemnification claims of the Lessor in the event of an
extraordinary termination before the Leasing Property is taken over are
provided for in (S) 11 no. 5.
(S) 8
Warranty
1. The Lessee cannot enforce claims against the Lessor due to defects or due
to limitation of use of the Leased Property unless the Lessor has caused
this with intent and gross negligence or another clause of this Contract
provides otherwise.
2. Herewith, the Lessor assigns to the Lessee the warranty claims against
third parties to which the Lessor is entitled as well as claims from
positive breach of contract. The Lessee accepts the assignment and is
obligated to enforce the claims without delay at its expense; in case of
emergency, the Lessor shall file a law suit in a timely manner and take the
necessary enforcement measures.
Should the assigned warranty claims prove to be without value for reasons
for which the Lessee is not responsible, the warranty claims of the Lessee
vis-a-vis the Lessor shall be revived.
3. The Lessee shall demand payment be made to the Lessor and shall keep the
Lessor informed on the progress of the proceedings.
The Lessor is obligated at its discretion to use the payments it has
received from warranty claims and positive breach of contract either to
restore the Leased Property or to newly determine the payments of the
Lessee.
(S) 9
Insurance
1. In co-ordination with the Lessee, the Lessor shall take out the following
insurance:
a) "All Risk" insurance against unnamed risks in an amount of the new
value with an additional value clause and/or of a sliding-scale new
value. Clean up, demolition and fire extinguishing costs shall also be
covered by the insurance. To the extent necessary, the Lessor reserves
the right in co-ordination with the Lessee to insure further areas of
cost.
b) House and property owner liability insurance including water damage
liability insurance to the extent necessary according to type of
operation.
The costs shall be billed to the Lessee by the Lessor as ancillary leasing
costs pursuant to (S) 4 no. 1.
2. The Lessee shall notify the Lessor without delay of any missing or
insufficient insurance coverage. A notification obligation also exists in
particular when carrying out the installation of interior fittings and when
undertaking constructional modifications or changes of use. Such measures
must be notified to the Lessor prior to their execution.
The Lessee undertakes to observe the regulations of statute and the police.
In addition, the Lessee undertakes to observe safety regulations and the
requirements of the insurance company which is a party to the insurance
contract; the basis for this is the respective valid insurance contract.
3. The Lessee shall notify the Lessor without delay of a damage claim and
shall ensure that the location of the damage remains unchanged until it has
been inspected by the insurance company. This does not affect measures
which are necessary to minimise the damage or to avoid any further damage.
On its own behalf and for its own account the Lessee instructs specialised
companies to take the necessary safety measures and subsequently to remove
the damage. After examination and payment, the Lessee shall submit the
invoice to the Lessor who shall submit this invoice to the insurance
company.
4. The Lessor is obligated to use the full amount of compensation received
from the insurance company for the restoration of the Leased Property or at
the Lessor's discretion to make this amount available to the Lessee for
this purpose. The additional costs in addition to the insurance payment
still required to fully restore the Leased Property as well as any costs
for expert opinions shall be born by the Lessee unless the Lessee is not
responsible for the whole or partial destruction of the Leased Property.
The Lessee is not entitled to a right to repossess or a claim to
compensation in respect of the additional expenses.
(S) 10
Fittings and Modifications
1. Fittings and modifications - also changes in type of use - are permissible
without the consent of the Lessor if they do not affect the value and the
functioning of the Leased Property and all required approvals under public
law are on hand prior to execution. In all other cases, the prior written
consent of the Lessor shall be obtained. The consent can only be refused
for important reason.
2. In order to maintain insurance coverage, the Lessee shall notify the Lessor
of such fittings and modifications to the Leased Property which are
permissible without the consent of the Lessor.
3. The Lessee shall notify the Lessor without delay in the event the Lessee
vacates the Leased Property prematurely or changes the type of use.
4. The Lessor shall not make any reimbursement for fittings, expansions or
reconstruction measures, also when they become major components of the
Leased Property. The Lessee has the right to repossess fittings provided
that the Lessee restores the Leased Property to its original condition.
(S) 11
Premature Termination of the Contract
1. This Contract basically cannot be terminated.
2. However, each party has the right to terminate the Contract without notice
for important reason. In particular, an important reason is if
a) the purchase or the construction of the Leased Property finally does
not take place for reasons for which the terminating party is not
responsible;
b) the other party discontinues its payments, or settlement or bankruptcy
proceedings are commenced against the assets of the other party, or the
commencement is refused for insufficiency of assets, or other court or
out of court procedures for the settlement of debts are initiated;
c) a substantial impairment of the basis for liability of the other party
as against the situation at the time of conclusion of the Contract has
occurred and the entitlements of the terminating party are endangered
by this;
d) the other party does not comply with major contractual obligations
within two months despite written reminder of the contracting partner
or does not remedy substantial consequences of the breach of contract
without delay.
3. In addition to this, the Lessor has the right to termination without notice
if
a) the Lessee is in arrears with payment obligations under this Contract
of more than two rent payments for a period of more than two months,
despite written reminder of the Lessor;
b) the conditions under no. 2 b) and c) exist for a third party that has
taken the responsibility for the obligations of the Lessee as
guarantor, joint debtor or in another manner.
4. The Lessor is obligated to withdraw the extraordinary termination and to
continue the Contract on the same conditions if the Lessee fulfils the
payment obligations in arrears within a time limit of six weeks after
receipt of the termination or provides adequate collateral. The same
applies if the Lessee fulfils its other main contractual obligations
without delay and eliminates the main consequences of the breach of
contract within a time limit of six weeks after receipt of the termination.
The Lessor shall inform the Lessee of this regulation in the event of
extraordinary termination.
5. Should the Contract be terminated without notice before the Leased Property
is taken over for reasons for which the Lessee is responsible, the Lessee
shall reimburse the Lessor for investment costs incurred or which will be
incurred in the execution of this Contract. To the extent that the Lessor
incurs necessary one-time or continuing expenses, e.g., from the property,
the Lessee shall also reimburse these costs. Furthermore, the Lessee also
reimburses the Lessor, following provision of evidence, for costs resulting
from the investment funds, which have
been appropriated by the Lessor, not being utilised. The Lessor can require
the Lessee to enter into all contracts concluded with third parties in
fulfilment of this Contract in place of the Lessor and indemnifies the
Lessor for all obligations in connection with the contract.
Additionally, for own costs of the Lessor in connection with the premature
termination, the Lessee shall pay the Lessor a share in management cost of
2% of the anticipated TIC defined under No. III. Any payment made upon
conclusion of contract shall be credited against this.
Should the Lessor have entered into obligations pursuant to (S) 6 in
connection with the leasing commitment at the express wish and in co-
ordination with the Lessee, the Lessee shall be subject to the
aforementioned obligations to reimbursement and/or indemnification also
then when neither the Lessee nor the Lessor is responsible for the
termination.
6. Should the Contract be terminated after the Leased Property has been taken
over for reasons for which the Lessee is responsible, the Lessee is
obligated to reimburse the Lessor until expiration of the total lease term
for damage which it incurs due to the premature termination of the
Contract, in particular because the Lessor cannot lease or exploit the
Leased Property or only on conditions which are less favourable. Benefits
which the Lessor receives from a lease or exploitation of the Leased
Property shall be credited against the damage claim of the Lessor.
7. Lost subsidies ((S) 3) shall not be reimbursed either in the event of
premature termination or of regular termination of this Contract.
8. The statutory termination right upon the death of the Lessee pursuant to
Section 569 German Civil Code (BGB) is excluded.
(S) 12
Miscellaneous
1. Sub-leasing, assignment of claims from sub-lease relationships
Sub-leasing is permitted with the prior consent of the Lessor; the Lessor
can only object to sub-leasing for important reason. The statutory right to
termination
pursuant to Section 549 para. 1 sentence 2 German Civil Code is excluded.
In order to provide collateral for all claims of the Lessor from this
Contract, already now, the Lessee herewith assigns its present and future
claims from sub-lease relationships (also rights to alter a legal
relationship as well as the right to terminate the sub-lease relationship
and also the landlord's lien) to the Lessor. The Lessor accepts the
assignment and is entitled to reveal such.
2. Disposition/Assignment
The Lessee shall only assign the claims and rights from this Contract to
third parties with prior consent of the Lessor.
3. Right to Inspection
Following prior co-ordination with the Lessee, the Lessor has the right to
inspect the Leased Property or to have such inspection conducted by
authorised parties during normal business hours.
4. Obligation of Operation
The Lessee is obligated to maintain business operations in the Leased
Property during the term of the Contract which are appropriate to the
Leased Property.
5. Return of the Leased Property
Upon termination of this Contract, the Leased Property shall be returned to
the Lessor in a condition ready for occupancy and - insofar as the Lessee
is responsible for any environmental pollution - free from any substances
endangering the environment.
6. Disclosure of Information
The Lessee shall submit its annual accounts as well as business and/or
audit report to the Lessor annually. Major changes in the Lessee's
property, economic and business situation shall be notified to the Lessor
without request and in a timely manner.
7. Legal Successor
The Lessor and the Lessee are obligated to transfer their obligations from
this Contract to any contingent legal successor.
8. Amendments to the Contract and Additional Agreements
Amendments to the Contract and additional agreements must be in writing.
Oral agreements require written confirmation.
9. Validity
Should one or several provisions of this Contract be or become invalid, all
the remaining provisions shall remain valid. The contracting parties are
obligated to provide analogous amendments to the Contract.
10. Disposition over Investment Funds
The Lessor cannot dispose over the appropriated investment funds until the
transfer of ownership for the land required for the Leased Property free of
encumbrances to the Lessor has been secured, the encumbrance of the land in
favour of the financing bank in the proper priority ranking has been
documented and the documents described in No. VI. and VII. have been
received by the Lessor. If payments must be made prior to the Lessor
having disposal over the investment funds, the Lessor shall advance the
funds.
11. Priority Ranking
- not applicable -
12. Offer of the Lessee
The Lessee makes an offer to the Lessor to conclude the aforementioned
Property Leasing Contract. The leasing offer of the Lessee shall be
binding for six weeks following receipt by the Lessor.
Xxxxxxxxxx, 00 December 1998 GroBmehring, 17 December 1998
SANCTOR Grundstucks-Vermietungs- TEMIC TELEFUNKEN
gesellschaft mbH & Co. Hochfrequenztechnik GmbH
Objekt TTHFT KG KriegsstraBe
D-85098 GroBmehring
[signature] [signature]
[Illegible] /s/ Xxxxxx Xxxxxxxxx
------------------------- -------------------------
Lessor Lessee
Supplement No. 1
PROPERTY LEASING CONTRACT
No. 2820-4377
SANCTOR Grundstucks-Vermietungsgesellschaft mbH & Co.
Object TTHFT KG
_________________________________________________________________________
- Lessor -
TEMIC TELEFUNKEN Hochfrequenztechnik GmbH, 85098 GroBmehring
_________________________________________________________________________
- Lessee -
I. Leased Property
---------------
Administrative building
_________________________________________________________________________
With a fractional tract of land still to be surveyed:
Land Register Description
Land Register of the Local Court Ingolstadt for mailing
Folio 74 Page 3098
Lot 375 Plot
Size approx. 5,974 m/2/
II. Total Lease Term: 22 years
----------------
Expected commencement of the total lease term on: 1 January 2000
III. Payments of the Lessee:
----------------------
Basis of calculation for the payments of the Lessee pursuant to No. 1, 3
and 5 are the Total Investment Costs (TIC)
of presumably DM 7,000,00.00
of this
Land DM 1,732,460.00
Building DM 5,167,540.00 depreciation for wear and tear (AfA) 4.00
% p.a.
Other DM 100,000.00 depreciation for wear and tear(AfA) 4.54
% p.a.
Presumed contractual
remaining value at the end of the total lease term: DM 2,352,564.80
1. Payment upon Conclusion of Contract: - not applicable -
2. Payments prior to commencement of the total lease term:
a) Advance rent payment
for partial Total Investment Costs of
DM 4,750,000.00 (KfW funds) as of
date of payment until 30 June 1999 DM 17,614.58 per month
for partial Total Investment Costs of
DM 4,750,000.00 (KfW funds)
from 1 July 1999 to 31 December 1999 DM 30,227.68 per month
for partial Total Investment Costs of
DM 2,250,000.00 DM 9,187.50 per month
b) Appropriation charge for
partial Total Investment Costs of
DM 4,750,000.00 (KfW funds) 0.25% per month as of
13 March 1999
3. Payments after commencement of the total lease term:
Rent:
For partial Total Investment Costs of
DM 4,750,000.00 (KfW funds)
from 1 January 2000 to 31 December 2018: DM 30,227.68 per month
from 1 January 2019 to 31 December 2019: DM 30,227.67 per month
For partial Total Investment Costs of
DM 2,250,000.00: DM 9,187.50 per month
4. Adjustment of rent due to conversion
of interest (conversion date):
for partial Total Investment Costs of
DM 4,750,000.00 (KfW funds) on: 30 June 2009
for partial Total Investment Costs of
DM 2,250,000.00 on: 31 December 2008
5. Share in management costs
for partial Total Investment Costs of
DM 4,750,000.00 (KfW funds) - not applicable -
for partial Total Investment Costs of
DM 2,250,000.00: 1.0% p.a.
6. Ancillary Leasing Costs:
The Lessee reimburses the Lessor for documented ancillary leasing costs
pursuant to (S) 4 of the Leasing Conditions
7. Value Added Tax:
The respectively applicable statutory value added tax shall be paid in
addition to payment upon conclusion of contract, to payments prior to
commencement of the total lease term, rent payments, share in management
costs and to ancillary leasing
costs if the Lessor does not exercise the opportunity to waive tax
exemption pursuant to Section 9 Turnover Tax Act (UstG)- in whole or in
part - (VAT Option).
8. VAT-free Leasing:
Insofar as the Lessor is not entitled to input tax deduction due to VAT-
free leasing, in addition to the share in management costs and ancillary
leasing costs pursuant to no. 5 and 6 above, the Lessee shall reimburse the
Lessor an additional charge in the amount of the statutory VAT.
IV. Rent Payment Account of the Lessor: Account no. 206 300 630
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Deutsche Bank AG, Dusseldorf
Bank Code No. 300 700 10
V. Account No. Of the Lessee (for direct debiting system): - to be provided
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later -
VI. Supplementary Agreements:
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Supplementary Agreement No. 1 "Open Conditions"
VII. Provision of Documents:
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Lessee is obligated to provide the following documents:
Evidence pursuant to (S) 2 no. 8
