EXHIBIT 10.17 - LEASE XXXXXXXX XXXXXXX XXXXXXXXXXX XX XX XXX XX XXXXXXXXXX
S.A AND TECHTEAM GLOBAL NV/SA
LEASE CONTRACT
BETWEEN: IMMOBILIERE DE LA RUE DE STRASBOURG S.A.
Acting as manager of the joint-venture association with
EVERE REAL ESTATE S.A.
Established at Place Ste Xxxxxx 00, 0000 Xxxxxxxx
Represented for the purposes of this agreement by PETERCAM SECURITIES,
itself represented by
Mr D. van den Broeck, Manager
Referred to hereinafter as "THE LESSOR"
ON THE ONE HAND,
AND: NATIONAL TECH TEAM EUROPE S.A.
Established at Xxxxxxxxx 0
0000 Xxxxxxxxx
Represented for the purposes of this agreement by Xx Xxxxxxxx XXXXXXXX,
Chief Executive Officer
Referred to hereinafter as "THE LESSEE"
ON THE OTHER HAND,
THE FOLLOWING HAS BEEN EXPRESSLY AGREED
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ARTICLE 1 - SUBJECT OF THE LEASE
The lessor leases out to the lessee, who accepts, the property described below:
In the municipality of EVERE, in a building located at 00 Xxx xx Xxxxxxx:
- the ground floor of block A, representing approximately 584 m(2)and
2,369 hundred-thousandths in the communal areas;
- four outside parking places, representing 0 hundred-thousandths in the
communal areas.
These various premises are delimited by a red border on the plans enclosed
herewith. The lessee is perfectly familiar with them and does not request any
more detailed description thereof.
However, the surface areas leased out are not guaranteed, so that the
difference, whether greater or smaller, should this be in excess of 20%, shall
be to the benefit or to the loss of the lessee, respectively.
Furthermore, the hundred-thousandths mentioned in this article are indicative
and may be modified at any time by the lessor or the manager if a modification
to the structure, surface areas, fittings or use of certain parts of the
building so justify.
ARTICLE 1B - PREFERENTIAL RIGHT OF LET
The lessor undertakes to inform the lessee whenever office space is put up for
let in the building.
Putting up for let shall be understood as meaning a stage of negotiation in
which the lessor feels it has reasonable chances of concluding a lease contract
relating to a particular surface area.
Dating from the lessor's notification, the lessee shall have a preferential
right to the office space put up for let, for a period of 30 calendar days.
Should the lessee not have agreed to rent these surface areas within this period
of 30 calendar days under the conditions proposed by the lessor, the latter may
freely negotiate the letting thereof, albeit under the same conditions as those
proposed to the lessee.
The lessee is informed that on the date of signing of this lease, the surface
areas available are those indicated in Annex 1.
Apart from the aforementioned preferential right, the lessee shall have a
specific preferential right, until 31 July 1998, to floors A6, A5 or A4 at an
annual rental of BEF 5,500/m(2) for office space, BEF 25,000 per exterior
parking space and BEF 40,000 per interior parking space.
ARTICLE 2 - INVENTORY OF FIXTURES AND FITTINGS
The lessee states that it is familiar with the premises and does not request any
more detailed description thereof. The premises are let in the state in which
they are described in the inventory of fixtures and fittings upon entry. This
shall be drawn up after due hearing of both sides, and prior to the entry into
force of this lease, by an expert appointed by mutual agreement or - failing
this - by two experts, with each of the parties appointing and remunerating its
own.
It is expressly stated in this respect that the lessee shall bear the costs of
all work of any kind involving the conversion or fitting-out of the premises
that may be necessary with a view to making them suitable for their intended
use.
This work for the purposes of conversion and/or fitting-out shall be done under
the responsibility of the lessee,
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who must have it carried out professionally and in accordance with the rules of
the general regulations on protection at the workplace, and subject to the
lessor's prior written agreement.
Should major alterations be made to the premises rented by the lessee during the
course of the lease, the lessor reserves the right to have an endorsement to the
inventory of fixtures and fittings upon entry drawn up, at the lessee's expense.
When the lease comes to an end, the lessee must return the premises in a perfect
state for letting, save for normal wear and tear. An inventory of fixtures and
fittings upon departure shall be drawn up, following the same procedure as that
laid down for the inventory of fixtures and fittings upon entry, in order to
establish the amount of damage attributable to the lessee and any compensation
for non-availability that may be payable.
The findings and evaluations of the expert or experts, both upon entry and upon
departure, shall be established without appeal and shall be definitively binding
upon the parties.
The work required to restore the premises to their original state shall be
carried out before the expiration of the lease. In the event of failure to
comply with this proviso, the lessee shall be liable, without prejudice to its
other obligations, for payment of an indemnity at least equivalent to the total
amount of the rental, charges and taxes in force at the end of the lease, per
full months of consecutive occupation required for the let premises to be
restored to their original state.
The premises forming the subject of this agreement are let with all the
easements with which they may be favoured or encumbered. The lessee is not
authorised to constitute any easement relating to the rented premises.
ARTICLE 3 - PURPOSE AND USE OF THE RENTED PREMISES
The lessee shall limit the use made of the private areas of the building forming
the subject of this lease contract to a specific intended use detailed as
follows:
The rented premises on the upper floors are intended for use as administrative
offices, meeting rooms, cloakrooms and toilets.
The parking places are intended exclusively for cars and small vans.
The lessee may not alter this use in any way without the special, prior, written
agreement of the lessor, who may always refuse, without having to give any
reason for its refusal, and without the lessee being able to make any appeal
whatsoever on account of said refusal.
The lessor reserves the right to let other premises in the same building to
other tenants, irrespective of whether the latter carry out the same activity as
the lessee, and may not be held liable on this account.
The lessor or the manager reserves the right to change or switch the designated
parking spaces at any time, if work, safety or the internal organisation of the
building so requires.
It is expressly stated that under no circumstances may the rented premises be
used for a business or activity governed by the law of 30 April 1951 on
commercial leases.
The lessee undertakes to use the rented premises with due care and diligence,
and not to carry out any activity therein that would be liable to inconvenience
the other occupants of the building or undermine its good reputation.
In particular, it is not allowed to place materials in the premises that would
be liable to harm the salubrity and safety thereof, even if these are intended
for sampling. Only furniture and equipment intended for the lessee's activity,
such as typewriters, accounting machines and suchlike, shall be permitted there.
The uniformly distributed floor overload may in no case exceed 400 kg per square
metre (including the weight of the partitioning).
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ARTICLE 3b - INTERNAL RULES AND REGULATIONS / BASIC CONTRACT
The lessee acknowledges having familiarised itself with, and accepted, the
internal rules and regulations and/or basic contract of the building, which
forms an integral part of this contract. It undertakes to respect the provisions
thereof, and shall also comply with any modifications or amendments made to
these, of which the lessor or manager will notify it.
In the event of a contradiction between the provisions of the internal rules and
regulations and those of this contract, the latter shall take precedence.
However, in the event of a contradiction between the provisions of this contract
and those of the basic contract of the building, it is the basic contract that
shall be considered as having force of law for the parties.
ARTICLE 4 - TERM OF THE CONTRACT
This lease is concluded for a period of nine consecutive years, entering into
force on 1 August 1997 and coming to an end, ipso jure, on 31 July 2006, without
either the lessee or the lessor being able to claim tacit renewal.
The parties reserve the right to terminate the lease at the end of each
three-year period. Notice of termination shall be given by registered letter
sent by the party terminating the lease to the other contracting party at least
four months before the end of the three-year period.
Moreover, the lessor may also bring the lease to an end at any time, subject to
prior notice of three months given by registered letter, in the event of the
bankruptcy or corporate failure of the lessee, or in the event of the latter
requesting an amicable legal settlement or composition.
ARTICLE 5 - RENTAL
The let is granted and accepted, subject to an annual rental fixed at BEF
3,312,000 (three million three hundred and twelve thousand francs), which is to
be paid to the lessor quarterly, in quarterly instalments and in advance, on 1
January, 1 April, 1 July and 1 October every year.
The first rental shall be payable on 1 January 1998.
The final rental instalment preceding expiration of the lease will likewise be
calculated pro rata temporis.
Rent shall be due for payment further to the mere expiration of the period, the
fact of which shall constitute notice of default.
On the due dates mentioned above, the amount of the rental shall be credited to
account no. 000-0000000-00 in the name of BLUE STAR - IMMO STRASBOURG or any
other account that the lessor may indicate during the course of the lease.
ARTICLE 6 - REVIEW CLAUSE
The amount of the rental as provided for in Article 5, is linked to the consumer
price index published every month by the Ministry of Economic Affairs.
For the application of the present article, it is stipulated that the rental
amounts as determined in Article 5 have been established with the base index
considered as being that of the month preceding that in which this lease was
signed.
Adjustments to the rental amount may only be made annually, on the anniversary
of the date on which the lease
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came into force. To ascertain whether there is cause for an increase, the
parties shall refer to the index of the preceding month.
The rental shall be adjusted automatically, ipso jure and without formal notice,
in accordance with the following formula:
basic rental x index of the month preceding the anniversary = new rental
-----------------------------------------------------------
base index
However, the new rental thus determined may not be lower than the rental in
force during the previous year.
It is expressly agreed that any renunciation on the part of the lessor relating
to the increases resulting from this clause may not be established other than by
a written recognition signed by the latter.
As long as the provisions of the law of 24 December 1993 are and remain
applicable, both the base index and the calculation index shall be replaced by
the so-called "health" index.
Should the calculation basis of the official consumer price index be modified or
the index abolished, the parties expressly agree that the amount of the rental
shall be linked to the conversion rate published in the Belgian Official Journal
(Moniteur Belge), or to any system that were to replace said index to serve as a
basis for the payment of civil servants, albeit without ever being less than the
last rental payable calculated in accordance with the previous index calculation
method.
In the absence of such a system, for whatever reason, the lessor shall be
entitled to base itself on the increase in the cost of living.
ARTICLE 7 - RENTAL GUARANTEE
Upon signing of the lease, the lessee shall hand over to the lessor, by way of a
guarantee, a cheque to the sum of BEF 1,656,000 (one million six hundred and
fifty-six thousand francs), equivalent to six months' rental.
This guarantee shall be returned to the lessee when it has created a bank
guarantee as described below.
To this end the lessee shall provide, to the exclusive benefit of the lessor,
the irrevocable guarantee of a bank or an insurance company established in
Belgium and accredited by the lessor, to pay all sums of any kind whatsoever
that the lessee may owe the lessor by virtue of this lease. This guarantee shall
be to an amount equivalent to six months' rent and must be adjusted every year
on the basis of the indexed rental at that time, the date of the rental increase
as stated in Article 6 above serving as formal notice. The guarantee shall be
callable upon first request, notwithstanding any opposition by the lessee.
Furthermore, this guarantee may only come to an end subject to the prior written
agreement of the lessor, or failing this, further to a court decision, even if
said agreement is given after the final date of expiration of the lease. It must
state that the bank or insurance company providing it is perfectly acquainted
with this lease, and more especially with this article.
Upon expiration of the final period of the lease, the guarantee shall be
restored to the lessee, once the latter has given proof of the complete
fulfilment of all obligations incumbent upon it by virtue of the law and of this
contract.
ARTICLE 8 - LEASE-BACK / SUBLETTING
The total or partial lease-back or subletting of the premises forming the
subject of this lease contract is prohibited, but for the prior written
agreement of the lessor, who shall not have to justify any refusal in this
respect.
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Should the lessor agree to this, the lessee shall be wholly and severally
liable, together with the assignees, subtenants, their heirs or rightful
claimants, in whatever respect, for the obligations of this lease.
The term of the subletting may not under any circumstances exceed the term of
this lease.
ARTICLE 9 - CHARGES - TAXES AND DUTIES
With the exception of the long-lease rent, all taxes, duties and contributions
of any kind, and in particular the advance levy on income derived from real
estate, the other real property taxes, taxes pertaining to the lessee's activity
or occupation of the rented premises, which are levied or to be levied on the
rented premises by the State, the Province, the Region, the Municipality or any
other public authority shall be borne exclusively by the lessee, as from the
date on which the lease takes effect.
Moreover, should the rental amounts be subject to VAT in the future, the lessee
shall be solely liable therefor.
The lessee undertakes to pay the taxes, duties and contributions to the lessor
upon first request and at the latest fifteen days prior to the date of payment
stipulated on the notice of abstract of the tax assessment register.
Moreover, the lessee shall be obliged to compensate the lessor for any loss
suffered by the latter as a result of delays occasioned by the lessee in the
payment of the taxes incumbent upon it.
The lessor or the manager shall determine, without appeal, the criteria for the
way in which said taxes, duties and contributions are divided up between the
various occupants of the building.
If a law were to render the above clauses inapplicable, the lessee undertakes
here and now to supplement the amount of its rental in such a way that it is
equal to the amount of the rental in force plus the last taxes paid.
ARTICLE 10 - MAINTENANCE OF THE RENTED PREMISES AND REPAIRS
The lessee undertakes to occupy the rented premises with all due diligence, to
keep them in a good state of repair, to maintain them, and to return them to the
lessor at the end of this contract in a perfect state for letting, save for
normal rental wear and tear.
The lessee shall bear the costs of all repair work and maintenance of the rented
premises, except where it is up to the lessee to prove that these concern major
repairs, in which case said repairs shall be payable by the lessor. The costs of
any expert appraisal shall be borne by the lessee.
The lessor shall see to it that the general services of the building are in good
working order and undertakes to have those repairs that are incumbent upon it
carried out swiftly and, where possible, without any disruption to the lessee's
use of the premises. The lessee, meanwhile, shall give the lessor and its
employees access to the premises for any necessary inspections and repairs. The
lessee shall immediately notify the lessor of any major repairs apparently
needing to be done, and shall bear the cost of any additional repairs of this
kind rendered necessary by its failure to notify the lessor, or its slowness in
so doing.
The lessee shall put up with all repairs or alterations that may become
necessary or useful during the term of the lease, without any compensation or
reduction in the rent, except where these last for more than 40 days. Except in
the case of serious misconduct or negligence, the lessor shall not be
responsible for the inconvenience and damage that may be occasioned by any
interruption in the operation of one or other of the installations existing in
the premises, irrespective of the length of time this lasts.
The lessee shall not be able to claim any compensation or reduction in the rent
in the event of inconveniences or temporary discontinuance of the general
services of the building further to repairs, conversions or as a result of
events described in Belgian law, legal doctrine or jurisprudence as being of
extraneous cause.
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ARTICLE 11 - CHANGE IN PROVISIONS
The completed building is in compliance with the legal and regulatory provisions
that were in force on the date of the building permit.
Any costs resulting from modifications to the provisions or supplementary
fitting-out that would be required by the law, the authorities or the
regulations, in particular as regards town planning and workplace protection
matters, on account of the lessee's activities in the rented premises, that
occasioned expenses both in the communal areas and in the private areas of the
building, shall be borne by each of the tenants in the building whose rented
premises are affected by such expenses.
If the modification of the provisions only affects the rented premises, the cost
of such a modification shall be borne exclusively by the lessee.
In these cases, the lessor shall be entitled to claim back the costs of the
expenses directly from the lessee and, as the case may be, from the other
tenants affected in proportion to their quotas in the building.
ARTICLE 12 - MODIFICATIONS TO THE RENTED PREMISES
No construction, demolition, alteration, embellishment or improvement may be
made by the lessee in the rented premises without the lessor's prior written
authorisation. If the lessor gives its consent, the works may only be carried
out at the lessee's expense and it will be only the latter who may be held
liable. The lessor reserves the right to inspect the works that it has
authorised.
Likewise, for all fitting-out in the rented premises, the lessee must comply
with all the safety regulations that may apply to the building, the town
planning and environmental permit, the general rules and regulations governing
workplace protection (R.G.P.T.), fire protection rules NBN S21.201
(terminology), XXX X00-000 and its addendum (protection in tall and medium
buildings - general terms and conditions), NBN S21-207 (tall buildings) and the
associated standards, including the safety standards laid down by the insurance
company and the fire brigade of the city of Brussels, but insofar as these
regulations and standards apply to the building.
If this condition is not met (and the lessee will be obliged to justify
compliance therewith at any time vis-a-vis the lessor), the lessor may call for
the partitioning or other fittings to be removed at the lessee's expense,
without prejudice to what was said in the previous paragraphs.
The lessee shall in all cases be obliged, before the date it returns the
premises to the lessor, either to restore the rented premises to their original
pristine state at its own expense or to renounce all or part of these
constructions, alterations or embellishments without compensation, if the lessor
agrees to keep them.
If the lessee so requests, the lessor shall decide what it agrees to keep two
months before the end of the lease.
ARTICLE 13 - INCIDENTAL SERVICES
a) DEFINITION
Subject to payment as specified in Article 13.d) below, the lessor shall provide
the lessee with the services referred to as being incidental to the letting, or
have these provided by a third party managing the building. These are listed as
follows:
the costs relating to heating and air conditioning of the premises including
maintenance costs, repair costs, the premium relating to the full cover, as well
as the costs relating to any communal technical installations whatsoever with
which the building is or will be fitted, such as, for example (without this list
being exhaustive), the system of fire detection and extinction, emergency and
safety lighting, etc.
the costs of lighting of the communal and private areas;
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the supply of water;
the costs of security services and surveillance of the building, which includes
the recruitment of a caretaker and/or a security service;
the cleaning of the facades and the outside windows, and the payment of the
staff hired to do this work;
the use of the communal areas such as the reception services, the telephone and
the other telecommunication services;
the cleaning of the communal areas and the costs of repair and maintenance,
including the area around the building, the pavements and the removal of ice and
snow;
the costs of gardening, maintenance and replacement of flower beds and/or
decorative plants in the communal areas;
the costs of maintenance and operation of the lifts, including the comprehensive
insurance premium;
in general all the costs incurred for the technical inspections laid down by the
regulations;
refuse removal;
clearing-out of drains;
maintenance of roof impermeability;
the insurance premiums;
the management costs, including payment of the manager.
This list is indicative and not exhaustive, it also being understood that some
of these services as listed above may yet, after consultation with the lessee,
be scrapped or withdrawn, if this were to prove necessary. However, the above
services do not cover the charges incumbent upon the lessee by virtue of the
rules of civil law and payable by the latter pursuant to this agreement.
b) MANAGEMENT OF THE BUILDING
Until further notice from the lessor - who may intervene at any time during the
course of the lease -, the provision of the incidental services to which the
lessor commits itself shall be entrusted to the company S.A. COMPAGNIE
IMMOBILIERE DE BELGIQUE.
The lessee expressly indicates its agreement with this choice.
c) PRICE
The price of the services incidental to the letting shall be billed at their
real cost. This cost does not include the manager's fees, or VAT on these fees,
which are billed in addition.
d) PAYMENT
The lessee will be billed for the cost of these services on a quarterly basis,
in the form of a payment on account.
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A final settlement of account will be drawn up once a year, on the date set by
the manager of the building.
The documents in proof for this settlement of account will be made available to
the lessee at the manager's registered office.
Since the lessee's quota in the rented building is 2,369 hundred-thousandths on
the date of signing of this lease, the quarterly payment on account will amount
to the sum of BEF 235,000 + VAT (two hundred and thirty-five thousand francs)
for the premises let to the lessee. This shall be payable in advance, at the
same time as the rental.
However, the lessor and/or the manager may modify the amount of the payment on
account at any time, taking into account the real cost of the services provided.
Both the quarterly payments on account and the annual balance shall be payable
into bank account no. 000-0000000-00 or into any other account that the lessor
or manager may specify.
e) BILLING
The lessee shall be billed for the communal charges by the lessor or by the
manager entrusted with the billing of the incidental services. This billing
shall be effected in accordance with the VAT system applicable to the operation
in question. Neither the lessor nor the manager guarantees that the lessee will
be able to deduct this VAT, either wholly or in part.
If the tax authorities were to refuse such a deduction, the lessee would not
then have any recourse vis-a-vis the lessor or the manager.
f) PRIVATE AREAS
The lessee shall pay the costs of occupation specific to it directly, and in
particular the bills for electricity, water and gas or fuel oil consumption for
the private areas, as well as the charges for the rental, installation or
connection of the meters opened in its name, from the date the lease enters into
force.
The lessee may have telephones and telex machines installed in the private areas
of the rented premises, solely at its own expense and without this resulting in
any damage to the premises.
g) ADDITIONAL CONSUMPTION
The building's normal operating hours are Monday to Friday inclusive, from 7.00
a.m. to 6.00 p.m. If the lessee wants the building's technical installations to
remain operational outside these operating hours, it shall be obliged to make a
written request to the manager to this end, at least 48 hours in advance. The
lessee shall be billed for the additional hours during which the technical
installations are in operation, by way of private charges in accordance with the
detailed account drawn up by the manager of the building.
ARTICLE 14 - INSURANCE AND RENUNCIATION OF RECOURSE
In order to avoid recourse to a large number of bodies and to benefit from
advantageous premium rates, all insurance policies relating to the building and
its operation shall be taken out by the lessor or the manager.
The insurance premiums relating thereto as well as any first losses in the event
of an accident shall be divided proportionally to the quotas attributed to the
rented premises, as defined in Article 1 of this lease contract. The lessee
shall bear the costs of all said first losses if the accident only affects its
private premises.
The lessee shall have all items of movable property in the rented premises
insured at its own expense, including the partitioning and the fittings that are
incorporated therein and all fitting-out or decoration work that it carries
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out or has carried out on its account. Its policy shall cover risks of fire,
explosion and water damage, at least.
A copy of this policy shall be forwarded to the lessor at the latest one month
after the date on which this lease takes effect.
All policies shall stipulate that the insurance may not cease to have effect,
for any reason whatsoever, other than subject to prior notice of three months
being given to the lessor.
The parties to the present lease contract mutually renounce any recourse they
may possibly be entitled to exercise against each other, and against the owner,
the long-lease holder, the tenant, the subtenant, the assignor, the assignee,
the occupant, the managers and the caretakers of the building, as well as
against persons in their service and their representatives, on account of any
losses they may incur due to regrettable events such as fire, water damage or
accidents, and undertake to have this waiver also accepted by all sub-tenants or
occupants and by their insurers, but for the maintaining of recourse against
anyone guilty of a serious offence or deliberate transgression of duty.
It is stipulated that the lessee expressly declares having renounced
unreservedly all recourse that it might exercise under the terms of Articles
1386 and 1721 of the Civil Code.
Should the activities of the lessee or of those to whom it is answerable give
rise to an increase in the insurance premiums payable by the lessor or by any
other tenants in the building, this premium increase shall be borne exclusively
by the lessee.
ARTICLE 15 - EXPROPRIATION
Should the rented property be expropriated, in whole or in part, for public use,
the lessee shall not be able to claim any compensation from the lessor.
The lessee may only assert its rights against the expropriating authority and
shall not be able to claim any compensation from it or make any claims that
could reduce in any way the compensation accruing to the lessor.
ARTICLE 16 - INTEREST
Without prejudice to all other rights that the lessor may assert or actions it
may take, all sums payable or to be payable by the lessee pursuant to this lease
shall be liable, ipso jure and without official notice of default, to interest -
from the date on which said sums fall due - equal to the base rate applied by
the Generale Banque for a cash credit, in force at the time it becomes payable,
plus 2% per annum.
However, this rate of interest may in no case be lower than 10% per annum or
higher than 12% per annum.
ARTICLE 17 - END OF LEASE - VISITING RIGHTS
Should all or part of the rented property be sold, the lessor's rights and
obligations shall be taken over in full by the new owner(s).
The lessor or manager may visit the premises at any time if it deems this
necessary. However, it must advise the lessee and the latter may have the
lessor's representative accompanied by one of its own representatives.
During the six months prior to the end of the lease, as well as in the event of
the building being put up for sale, the lessee shall allow notices to be put up
advertising the fact that the premises are being put up for let or the building
put up for sale.
The lessee shall also allow the rented premises to be visited by people
accompanied by a representative of the lessor or the manager two days per week
and for four hours per day.
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ARTICLE 18 - CHARGES - DUTIES - REGISTRATION FEES
Any fees and duties of any nature whatsoever that may result from the conclusion
of this lease contract, including registration fees, stamp duties, fines and any
duplicate fees, shall be payable by the lessee, who shall carry out the
necessary administrative formalities and provide the lessor with a duly
registered original.
Exclusively for the collection of registration fees, and without it being
possible to draw any inference therefrom between the parties, the charges
incumbent upon the lessee, aside from the payment of the rental, shall be
assessed at ten percent of the amount of the annual rental per year.
ARTICLE 19 - EXONERATION OF THE RESPONSIBILITY OF THE LESSOR AND ITS RIGHTFUL
CLAIMANTS
The lessor and its rightful claimants accept no responsibility for any
prejudicial event caused to the lessee or to third parties temporarily in its
premises, by their officers, in particular by process servers or caretakers.
The lessee must assume responsibility for the guarding and effective protection
of the premises it is letting, including the common areas of the building. It
expressly exonerates the lessor and its rightful claimants from any
responsibility in the case of theft or criminal attempt that may be committed in
the rented premises.
It shall also assume all the consequences resulting for a malicious action
occurring in the building, either on its own if this action only concerns its
private premises, or jointly with the other tenants if this action concerns the
communal premises.
In the event of administrative proceedings or legal action being brought against
the lessor on account of the lessee's activity or presence in the rented
premises, the lessee undertakes to fight for the lessor's cause, intervene in
any action brought against the lessor, and protect it against any resulting
judgement.
ARTICLE 20 - CANCELLATION
In the event of the lease contract being cancelled unilaterally by the lessee,
the latter shall bear all the costs, outlays and expenses of any kind resulting
from its failure to meet its obligations and from the cancellation of the
contract, including all the legal costs incurred by the lessor, and shall pay
not only the rental, communal charges and advance levy on income derived from
real estate through to the expiration of the three-year period under way, but
also re-letting compensation equivalent to six months' rental, all of which
without prejudice to any other damages and any compensation that may be payable
on account of damage caused by the lessee and any other deterioration ascribable
to it.
ARTICLE 21 - PARTIAL NULLITY
The fact of one or more of the provisions in this agreement being null and void
cannot entail the nullity of the entire agreement.
ARTICLE 22 - DOMICILE
For all matters relating to the performance of this contract, the lessee elects
domicile at the rented premises, and the lessor elects domicile at its
registered office.
ARTICLE 23 - DATE OF NOTIFICATIONS
All notifications served by registered letter in execution of this lease shall
be deemed to be given on the date on which the registered letter is handed in at
the post office, with the date of the receipt serving as proof.
ARTICLE 24 - COMPETENT LAW
134
For all that which is not expressly provided for in this agreement, the parties
shall refer to Belgian law and current practices in Brussels. In the event of a
dispute, the courts of Brussels shall have sole jurisdiction.
ARTICLE 25 - SPECIAL CONDITIONS
The S.D.R.B constituted a right of long lease to the benefit of the public
limited company X.X. XXXX EUROPE under the terms and conditions of a deed
executed before a notary public on 27 October 1986, before Xx Xxxxxx XXXXXX,
Commissioner in the First Building Acquisition Committee in Brussels (acting on
behalf of and on account of the State) and amended and co-ordinated by
additional clauses dated 28 June 1990 and 5 July 1990.
The lessee acknowledges having familiarised itself with the content of this
long-lease contract and the annexes thereto.
The aforementioned long-lease contract was transferred by X.X. XXXX EUROPE to S.
A. EVERE REAL ESTATE, in accordance with the terms and conditions of the deed
and its additional clauses cited in this article.
The lessee undertakes to comply with all the terms and conditions of the
long-lease contract, even those applicable to the lessor.
The lessee shall provide the lessor or its representative with all the
information concerning its employment level in accordance with the criteria
listed in Article 26 of the long-lease contract.
ARTICLE 26 - SUSPENSIVE CONDITION
This lease may only enter into force and become applicable on the condition
that, in accordance with the conditions governing the long-lease contract
referred to in Article 25, the lessee has obtained the written agreement of the
S.D.R.B. to occupy the building forming the subject of this lease.
If this condition has not been met by 31 July 1997, the parties agree that the
present lease shall only enter into force on the date on which said condition
has been fulfilled.
The parties agree to regard this lease as null and void and without effect if
this condition has not been met by 31 August 1997.
Drawn up in good faith, in triplicate,
in Brussels, on 18.07.97
with one copy intended for the Registration Department, and each of the parties
acknowledging having received their respective copy.
The lessee The lessor
DUPLICATA
REGISTERED: nineteen ROLL(S) without REFERRAL(S)
IN THE 4TH OFFICE OF THE BRUSSELS REGISTRATION DEPARTMENT
ON the ninth of September 19 ninety-seven
VOL. 642 SHEET 23 SECTION 127
RECEIVED: sixty-five thousand five hundred and seventy-eight francs (F 65,578)
THE RECEIVING OFFICER,
DE PUS G.
135
CODICIL NO. 1 TO THE LEASE CONTRACT
OF 18 JULY 1998
BETWEEN: IMMOBILIERE DE LA RUE DE STRASBOURG S.A.
Acting as manager of the joint-venture association with
EVERE REAL ESTATE S.A.
Established at Place Ste Xxxxxx 00, 0000 Xxxxxxxx
Represented for the purposes of this agreement by PETERCAM SECURITIES,
itself represented by Mr Dirk VAN DEN BROEK,
Managing Director
Referred to hereinafter as "THE LESSOR"
ON THE ONE HAND,
AND: NATIONAL TECH TEAM EUROPE S.A.
Established at Xxx xx Xxxxxxx 0-00
0000 Xxxxxxxx
Represented for the purposes of this agreement by Mr Christoph NEUT,
General Manager
Referred to hereinafter as "THE LESSEE"
ON THE OTHER HAND,
THE FOLLOWING HAS BEEN EXPRESSLY AGREED
136
ARTICLE 1 - SUBJECT OF THE LEASE
The lessor additionally lets out to the lessee, who accepts, the property,
described below, located in the building at 0-00 Xxx xx Xxxxxxx, 0000 Xxxxxxxx:
An archive room measuring 20 m(2), situated on level -1, representing 0
hundred-thousandths of the communal areas,
and delimited by a red border on the plan enclosed herewith. The lessee
is perfectly familiar with this room and does not request any more
detailed description thereof.
ARTICLE 2 - TERM OF THE CONTRACT
This codicil enters into force on 1 August 1998.
For the rest, the parties refer to Article 4 of the lease contract that they
concluded on 18 July 1997.
ARTICLE 3 - INVENTORY OF FIXTURES AND FITTINGS
The lessee declares that it is familiar with the premises and does not request
any more detailed description thereof.
For the rest, the parties refer to Article 2 of the lease contract that they
concluded on 18 July 1997.
ARTICLE 4 - RENTAL
The letting is granted and accepted subject to an additional quarterly basic
rental of BEF 17,500 (seventeen thousand five hundred francs).
This will be payable for the fist time on 1 August 1998, and will then be paid
and indexed in accordance with the terms and conditions governing the basic
lease, the base index being that of June 1997, i.e. 121.67 points.
ARTICLE 5 - GENERAL CLAUSE
All the clauses and conditions of the lease of 18 July 1997 remain unchanged and
apply in full to this codicil, without reservation or restriction.
Drawn up in good faith, in triplicate, in Brussels, on 23.10.98
With one copy intended for the Registration Department, and each of the parties
acknowledging having received its respective copy.
The lessee The lessor
REGISTERED: three ROLL(S) without REFERRAL(S)
ON 29 November 1998
VOL. 672 SHEET 3 SECTION 75
RECEIVED: one thousand two hundred and thirty-two francs (F 1,232)
THE RECEIVING OFFICER,
[PLAN]
SECTIONAL VIEW OF FLOOR -1
HYDRANT
DOOR
137
CODICIL NO. 2 TO THE LEASE CONTRACT
OF 18 JULY 1997
BETWEEN: IMMOBILIERE DE LA RUE DE STRASBOURG S.A.
Acting as manager of the joint-venture association with
EVERE REAL ESTATE S.A.
Established at Place Ste Xxxxxx 00, 0000 Xxxxxxxx
Represented for the purposes of this agreement by PETERCAM SECURITIES,
itself represented by Mr Dirk VAN DEN BROEK,
Managing Director
Referred to hereinafter as "THE LESSOR"
ON THE ONE HAND,
AND: NATIONAL TECH TEAM EUROPE S.A.
Established at Xxx xx Xxxxxxx 0-00
0000 Xxxxxxxx
Represented for the purposes of this agreement by Mr Christoph NEUT,
General Manager
Referred to hereinafter as "THE LESSEE"
ON THE OTHER HAND,
THE FOLLOWING HAS BEEN EXPRESSLY AGREED
138
ARTICLE 1 - SUBJECT OF THE LEASE
The lessor additionally lets out to the lessee, who accepts, the property,
described below, located in the building at 0-00 Xxx xx Xxxxxxx, 0000 Xxxxxxxx:
the first floor of block D, representing approximately 615 m(2) and 2,769
hundred-thousandths in the communal areas,
four outside parking spaces, representing 0 hundred-thousandths in the communal
areas.
These premises are delimited by a red border on the plan enclosed herewith. The
lessee is perfectly familiar with them and does not request any more detailed
description thereof.
ARTICLE 2 - TERM OF THE CONTRACT
This codicil enters into force on 1 December 1999.
For the rest, the parties refer to Article 4 of the lease contract that they
concluded on 18 July 1997.
ARTICLE 3 - INVENTORY OF FIXTURES AND FITTINGS
The lessee declares that it is familiar with the premises and does not request
any more detailed description thereof.
For the rest, the parties refer to Article 2 of the lease contract that they
concluded on 18 July 1997.
ARTICLE 4 - RENTAL
The letting is granted and accepted subject to an additional annual basic rental
of BEF 3,052,000 (three million and fifty-two thousand francs).
This will be payable for the fist time on 1 December 1999, and will then be paid
and indexed in accordance with the terms and conditions governing the basic
lease, the base index being that of June 1997, i.e. 121.67 points.
ARTICLE 5 - RENTAL GUARANTEE
The amount of the rental guarantee is increased from BEF 1,656,000 (one million
six hundred and fifty-six thousand francs) to BEF 3,182,000 (three million one
hundred and eighty-two thousand francs).
For the rest, the provisions of Article 7 of the main lease contract apply to
this codicil.
ARTICLE 6 - INCIDENTAL SERVICES
Dating from the entry into force of this codicil, the lessee's quota in the
building shall increase from 2,369 hundred-thousandths to 5,097
hundred-thousandths and the quarterly payment on account intended for financing
the incidental services shall be raised from BEF 235,000 to BEF 500,000.
The other provisions of Article 13 of the main lease contract remain unchanged.
ARTICLE 7 - CHARGES, DUTIES AND TAXES
By departure from Article 9 of the main lease contract, the lessee shall pay the
long-lease rent relating to all the rented property, as from the entry into
force of this codicil.
139
ARTICLE 8 - GENERAL CLAUSE
All the clauses and conditions of the lease of 18 July 1997 remain unchanged and
apply in full to this codicil, without reservation or restriction.
Drawn up in good faith, in triplicate, in Brussels, on 23.11.99
With one copy intended for the Registration Department, and each of the parties
acknowledging having received its respective copy.
The lessee The lessor
[PLAN]
BLUE STAR
DEF
FLOOR +1
REGISTERED: one ROLL(S) without REFERRAL(S)
IN THE OFFICE OF THE BRUSSELS REGISTRATION DEPARTMENT
ON 28 February 2000
VOL. 6/5 SHEET 37 SECTION 6
RECEIVED: one thousand francs (F 1,000)
THE CHIEF INSPECTOR
140
CODICIL NO. 4
TO THE LEASE CONTRACT OF 18 JULY 1997
BETWEEN: EVERE REAL ESTATE S.A.
Established at Place Ste Xxxxxx 00, 0000 Xxxxxxxx
Represented for the purposes of this agreement by PETERCAM SECURITIES,
itself represented by Mr Dirk VAN DEN BROEK,
Managing Director
Referred to hereinafter as "THE LESSOR"
ON THE ONE HAND,
AND: TECH TEAM EUROPE S.A.
Established at Xxx xx Xxxxxxx 00
0000 Xxxxxxxx
Represented for the purposes of this agreement by Mr Christoph NEUT,
General Manager
Referred to hereinafter as "THE LESSEE"
ON THE OTHER HAND,
THE FOLLOWING HAS BEEN EXPRESSLY AGREED
141
ARTICLE 1 - SUBJECT OF THE LEASE
The lessor additionally lets out to the lessee, who accepts, the property,
described below, located in the building at 00 Xxx xx Xxxxxxx, 0000 Xxxxxxxx:
- the third floor of block B, representing approximately 1,111
m(2)and 4,548 hundred-thousandths in the communal areas,
- sixteen outside parking spaces, representing 0
hundred-thousandths in the communal areas.
These premises are delimited by a red border on the plan enclosed herewith. The
lessee is perfectly familiar with them, and does not request any more detailed
description thereof. However, the surface areas let are not guaranteed, so that
the difference, whether greater or smaller, should this be in excess of 1/20th,
shall be to the benefit or to the loss of the lessee, respectively.
ARTICLE 2 - TERM OF THE CONTRACT
This codicil enters into force on 1 July 2001 and shall come to an end, ipso
jure, on 31 July 2006.
For the rest, the parties refer to Article 4 of the lease contract that they
concluded on 18 July 1997.
ARTICLE 3 - INVENTORY OF FIXTURES AND FITTINGS
The lessee declares that it is familiar with the premises and does not request
any more detailed description thereof.
The inventory of fixtures and fittings upon entry shall be drawn up at the
latest two weeks after the work referred to in Article 4 below has been carried
out.
For the rest, the parties refer to Article 2 of the lease contract that they
concluded on 18 July 1997.
ARTICLE 4 - RENTAL
From the date of entry into force mentioned in Article 2 of this codicil, the
basic annual rental determined in the lease contract of 18 July 1997 will be
increased by (euro) 164,976.25 (one hundred and sixty-four thousand nine hundred
and seventy-six euros and twenty-five euro cents), i.e. BEF 6,655,125 (six
million six hundred and fifty-five thousand one hundred and twenty-five Belgian
francs) - (value June 1997).
The first payment of the aforementioned rental increase shall be reduced to the
tune of a maximum lump-sum figure, justified by invoices, of (euro) 42,000
(forty-two thousand euros) that the lessee will have incurred for the
fitting-out of the rented premises.
Moreover, the lessee shall benefit from three months' exemption from rent
counting from the date on which this codicil comes into force (although the
charges, duties and taxes will be payable during this period). The granting of
this rent exemption is subject to the lease of 18 July 1997 arriving at its end
date of 31 July 2006. Should the lessee take the initiative of cancelling the
said lease, in full or in part, at the end of the three-year period closing on
31 July 2003, it shall then be liable to pay the lessor the aforementioned
three-month rent exemption by way of compensation, plus the indexing that had
occurred in the meantime.
ARTICLE 5 - RENTAL GUARANTEE
The amount of the rental guarantee is to be adjusted in accordance with the
provisions of Article 7 of the main lease contract of 18 July 1997.
142
ARTICLE 6 - INCIDENTAL SERVICES
Dating from the entry into force of this codicil, the lessee's quota in the
building shall increase from 5,097 hundred-thousandths to 9,645
hundred-thousandths and the quarterly payment on account intended for financing
the incidental services will be raised from (euro) 12,394.68 (twelve thousand
three hundred and ninety-four euros and sixty-eight euro cents) to (euro)
23,549.88 (twenty-three thousand five hundred and forty-nine euros and
eighty-eight euro cents).
ARTICLE 6B - HEATING OUTSIDE OF NORMAL OFFICE HOURS
At the express request of the lessee, the heating may be on 24 hours a day,
seven days a week, during the period in which the heating is used, in order to
ensure a normal level of comfort for the staff on night and weekend shifts.
In this hypothesis, the distribution ratio for gas consumption allotted to the
floor or floors permanently occupied will be increased by 30%. For information
purposes only, and on the basis of the price of gas in force at the time this
codicil is signed, the extra amount to be paid by way of communal charges that
this would result in is put at (euro) 2,500 (two thousand five hundred euros)
per year.
ARTICLE 7 - PRE-EMPTIVE RIGHT
The lessor grants the lessee a pre-emptive right to office floor A3 and to
sixteen outside parking spaces.
The lessor or its manager shall notify the lessee by registered letter of the
interest shown by a third party and of the letting conditions agreed with the
latter, and shall provide it with a copy of the candidate's letter of intent.
The lessee will have a period of fifteen calendar days in which to accept these
conditions, both in respect of the financial terms and as regards the date of
entry into force of the let. Once this period has lapsed, the lessor will be
free to conclude the lease with the aforementioned third party.
ARTICLE 8 - GENERAL CLAUSE
All the clauses and conditions of the lease of 18 July 1997 remain unchanged and
apply in full to this codicil, without reservation or restriction.
Drawn up in good faith, in triplicate, in Brussels, on 16.07.01.
With one copy intended for the Registration Department, and each of the parties
acknowledging having received its respective copy.
The lessee The lessor
143
Codicil no. 5
to the lease contract of 18 July 1997
between IMMOBILIERE DE LA RUE DE STRASBOURG and EVERE REAL ESTATE,
on the one hand
and NATIONAL TECH TEAM EUROPE, on the other,
in relation to the BLUE STAR building in EVERE
Between
- EVERE REAL ESTATE, a public limited company with its registered office
established at Xxxxxxxxxxxxxxx 00, 0000 Xxxxxxxx, and listed in the Brussels
Trade Register under number 548.969,
Represented for the purposes of this agreement by its director, the public
limited company BANIMMO REAL ESTATE MANAGEMENT COMPANY, abbreviated to BREMCo,
with its registered office established at Xxxxxxxxxxxxxxx 00, 0000 Xxxxxxxx,
listed in the Brussels Trade Register under number 642.024, in turn represented
by two directors:
- the limited liability partnership XXXXX XXXXXXX MANAGEMENT, established at
Xxxxxxxxxxxxxxx 00, 0000 Xxxxx, represented for the purposes of this agreement
by its business manager Xx Xxxxx Xxxxxxx,
- the limited liability partnership XXXXXX DE WAELE MANAGEMENT, established at
Xxxxxxxxxxxx 0, 0000 Xxxxxx, represented for the purposes of this agreement by
its business manager Xx Xxxxxx De Waele;
Hereinafter referred to as "THE LESSOR",
And
- TECH TEAM EUROPE, a public limited company with its registered office
established at Xxxxxxxxxxxxxxxxxxxx 00, 0000 Xxxxxxxx, and listed in the
Brussels Trade Register under number 604.800, represented for the purposes of
this agreement by Mr Christoph Neut, general manager,
Hereinafter referred to as "THE LESSEE",
THE FOLLOWING IS EXPOUNDED BY WAY OF A PRELIMINARY STATEMENT:
1. Pursuant to the private agreement of 18 July 1997, the joint-venture
association between IMMOBILIERE DE LA RUE DE STRASBOURG and EVERE REAL ESTATE
leased out to the lessee office space on the ground floor in the Blue Star
building in Evere. The lease came into effect on 1 August 1997 for a period of
nine years, to come to an end, ipso jure, on 31 July 2006, without the
possibility of tacit renewal.
2. Further to a private agreement dated 31 December 1999, the above-named
joint-venture association was dissolved and EVERE REAL ESTATE acquired the full
management of the building. It thus replaced the original association for all
effects of the above-mentioned lease contract and its codicils.
3. Further to various codicils to the agreement of 18 July 1997, additional
space was let, namely archives rooms on level -1 and office space on the first
and third floors, as well as 20 parking spaces. These additional lets all come
to an end on 31 July 2006, together with the original lease.
4. The lessee now wishes to rent additional space in the same building.
THE FOLLOWING IS EXPRESSLY AGREED:
144
ARTICLE 1 - BASIC AGREEMENT
For all points that are not changed in this codicil, the Parties refer to the
lease contract concluded on 18 July 1997, hereinafter referred to as the basic
agreement. All provisions of the basic agreement and the previous codicils that
are not changed in this codicil therefore remain in force without novation.
ARTICLE 2 - SUBJECT
The lessor leases to the lessee, who accepts:
- Office space A3 on the third floor of block A of the Blue Star complex
at Zweefvliegtuigstraat 10, Evere (1030 Brussels)
- An archives room on level -1 of Block A of the same complex
- Twelve above-ground parking places, at the same complex.
The offices are delivered in their current state, including partitioning. The
lessee is familiar with them. The site description will occur when the lessee
has completed the work involving the adaptation of the partitioning and has
replaced the fitted carpet and cleaned up the toilet block pertaining to the A3
office space. The lessee states that it does not need the lessor to provide it
with a more detailed description.
The following quotas are allotted to these additional surface areas:
- Office space: 2,819 hundred-thousandths in the communal charges
- Archive room: zero
- Parking spaces: zero.
ARTICLE 3 - TERM
This codicil enters into force on 1 February 2003 and will come to an end at
midnight on 31 July 2006, without prior notice, on account of the mere lapsing
of this term.
ARTICLE 4 - RENTAL
The annual basic rental is raised, with effect as of 1 February 2003,
by(euro)112,970.00 (one hundred and twelve thousand nine hundred and seventy
euros), namely:
- for the office space:(euro)101,022.0
- for the archives room:(euro)3,920.00
- for the parking spaces:(euro)8,028.00.
The costs of the replacement of the fitted carpet (as desired by the lessee but
with the lessor's prior permission) shall be defrayed by the lessor by means of
a reduction in the first rental to be paid, to the tune of (euro) 16.00 per
square metre of fitted carpet.
The first increase in the rental shall be payable into account no.
000-0000000-00 in the lessor's name, on 1 February 2003 for the months of
February and March 2003.
ARTICLE 5 - INDEXING
Article 6 of the basic agreement is applicable in full.
However, the health index for the month of January 2003 will be taken into
account as a base index as regards the letting of the additional space. The
rental for this will be adjusted every year on 1 February, and for the first
time on 1 February 2004.
ARTICLE 6 - COMMUNAL CHARGES
145
The quarterly payment on account for the financing of the communal charges is
raised to (euro) 36,600.00 + VAT, counting from 1 February 2003. The first
payment will be calculated pro rata temporis for the period running until the
end of the calendar quarter. This payment on account and the periodic
regularisation account settlements should be paid into account no.
000-0000000-00 in the name of the manager.
ARTICLE 7 - GUARANTEE
The guarantee provided for in Article 7 of the basic agreement must be increased
in accordance with the rules and lead times laid down in the aforementioned
article.
ARTICLE 8 - COSTS
Any costs and fees pertaining to this codicil, registration fees, stamp duties,
any fines (except those ascribable to the lessor), and other charges shall be
payable by the lessee. Only for the levying of the registration fees are the
charges not expressed in figures estimated at 10% of the rental.
Within eight days of the signing of this codicil, the lessee shall provide the
lessor, who is responsible for the registration formalities, with a suitable
payment on account to cover the registration fees and stamp duties. In the event
of failure to effect this payment, the lessee shall be responsible for the fines
and interest that may be payable on account of late registration.
THUS DRAWN UP IN GOOD FAITH, IN BRUSSELS, ON 06.02.03,
in four copies, with one intended for the Registration Department.
Each of the parties acknowledges having received its respective copy.
Exceptionally, the lessor grants the lessee a rent-free period of three months
for the A3 office space, beginning on 01/02/2003 and ending on 30/04/2003.
The lessor The lessee
CHRISTOPH NEUT
Vice President Techteam Europe
Xxxxxxxxxxxxxxxxxxxx 00
0000 XXXXXXXX, XXXXXXX
Tel.: x00 0 000 00 00
REGISTERED: part REFERRAL(S)
IN THE OFFICE OF THE X. XXXXX-TEN REGISTRATION DEPARTMENT
ON 22 April 2003
VOL. 6 R SHEET 18 SECTION 63
RECEIVED: eight hundred and sixty-nine euros and eighty-seven euro cents
(EUR 869.87)
THE RECEIVING OFFICER
Codicil no. 6
146
to the lease contract of 18 July 1997
between IMMOBILIERE DE LA RUE DE STRASBOURG and EVERE REAL ESTATE,
on the one hand
and NATIONAL TECH TEAM EUROPE, on the other,
in relation to the BLUE STAR building in EVERE
Between
- EVERE REAL ESTATE, a public limited company with its registered office
established at Xxxxxxxxxxxxxxx 00, 0000 Xxxxxxxx, and listed in the Brussels
Trade Register under number 548.969, represented by two members of its
management committee:
- the limited liability partnership XXXXX XXXXXXX MANAGEMENT, established
at Xxxxxxxxxxxxxxx 00, 0000 Xxxxx, represented for the purposes of this
agreement by its business manager Xx Xxxxx Xxxxxxx,
- the limited liability partnership XXXXXX DE WAELE MANAGEMENT,
established at Xxxxxxxxxxxx 0, 0000 Xxxxxx, represented for the
purposes of this agreement by its business manager Xx Xxxxxx De Waele;
Hereinafter referred to as "THE LESSOR",
And
- TECH TEAM EUROPE, a public limited company with its registered office
established at Xxxxxxxxxxxxxxxxxxxx 00, 0000 Xxxxxxxx, and listed in the
Brussels Trade Register under number 604.800, represented for the purposes of
this agreement by Mr Christoph Neut, General Manager,
Hereinafter referred to as "THE LESSEE",
THE FOLLOWING IS EXPOUNDED BY WAY OF A PRELIMINARY STATEMENT:
1. Pursuant to the private agreement of 18 July 1997, the joint-venture
association between IMMOBILIERE DE LA RUE DE STRASBOURG and EVERE REAL ESTATE
leased out to the lessee office space on the ground floor in the Blue Star
building in Evere. The lease came into effect on 1 August 1997 for a period of
nine years, to come to an end, ipso jure, on 31 July 2006, without the
possibility of tacit renewal.
2. Further to a private agreement dated 31 December 1999, the above-named
joint-venture association was dissolved and EVERE REAL ESTATE acquired the full
management of the building. It thus replaced the original association for all
effects of the above-mentioned lease contract and its codicils.
3. Further to various codicils to the agreement of 18 July 1997, additional
space was let, namely archives rooms on level -1 and office space on the first
and third floors, as well as 32 parking spaces. These additional lets all come
to an end on 31 July 2006.
THE FOLLOWING IS EXPRESSLY AGREED:
ARTICLE 1 - BASIC AGREEMENT
147
For all points that are not changed in this codicil, the Parties refer to the
lease contract concluded on 18 July 1997, hereinafter referred to as the basic
agreement. All provisions of the basic agreement and the previous codicils that
are not changed in this codicil therefore remain in force without novation.
ARTICLE 2 - ADDITIONAL SPACE
The lessor leases to the lessee, who accepts:
- The office space A4 (678 m(2) gross), A5 (723 m(2) gross) and A6 (723
m(2)) on the fourth, fifth and sixth floors of block A of the Blue Star
complex at Zweefvliegtuigstraat 10, Evere (1030 Brussels)
- Office space B4 (1,111 m(2) gross) on the fourth floor of block B of
the same complex
- Forty-seven above-ground parking places, at the same complex.
The offices are delivered in their current state, with which the lessee is
familiar. The site description will occur after the adaptation work that will be
carried out by the lessee after entry into force of this codicil. At the end of
the lease period the lessee must remove the cabling and partition walls that it
has installed.
The following quotas are allotted to these additional surface areas:
- Office space A4: 2,819 hundred-thousandths in the communal charges
- Office space A5: 3,010 hundred-thousandths in the communal charges
- Office space A6: 3,010 hundred-thousandths in the communal charges
- Office space B4: 4,548 hundred-thousandths in the communal charges
ARTICLE 3 - TERM
The additional letting agreed pursuant to this codicil commences on 1 April 2003
and will come to an end at midnight on 31 July 2006, without prior notice, on
account of the mere lapsing of this term.
ARTICLE 4 - RENTAL
The annual basic rental for the additional space is set at(euro)513,458.00,
namely:
- for office space A4: (euro) 101,022.00
- for office space A5: (euro) 107,727.00
- for office space A6: (euro) 107,727.00
- for office space B4: (euro) 165,539.00
- for the parking spaces: (euro) 31,443.00
This rental is linked to the index of the month of November 2002, which is used
as the base index, namely 110.46, as long as the health index is applied. The
first annual additional rental to be paid shall be the result of the adaptation
of the basic rental to the evolution of this index, with the new index being
that of March 2003. Subsequent adaptations shall be made on 1 April of every
year, and for the first time in 2004, in accordance with the rules of Article 6
of the basic agreement.
As regards the office space A4 and B4 and 25 parking paces, the lessee shall
enjoy five months' free rent, so that the first rental payment relating thereto
shall be made on 1 September 2003, pro rata temporis for the period remaining
until the end of the calendar quarter under way.
As regards office space A5 and A6 and 22 parking spaces, the lessee shall enjoy
six months' free rent, so that the first rental payment relating thereto shall
be made on 1 October 2003.
The cost of replacement (as desired by the lessee but subject to the lessor's
prior permission) of the carpet in the rented premises and in the entrance hall
of the third, fourth, fifth and sixth floors of buildings A and B shall be
defrayed by the lessor by means of a reduction in the first rental to be paid,
to the tune of the price of the fitted carpet, excluding VAT, provided that
proof of the relevant invoices is presented by the lessee, but subject to a
maximum of (euro) 16 per square metre of carpet replaced.
148
Furthermore, by means of a reduction in the first rental to be paid, the lessor
shall defray the costs of the levelling work carried out by the lessee on floors
A3, A4, B4, A5 and A6, to the sum of the net price of these levelling works,
excluding VAT, albeit subject to a maximum of (euro) 22,000.
ARTICLE 5 - COMMUNAL CHARGES
The quarterly payment on account for the financing of the communal charges is
raised from 1 April 2003. You will be given conformation of the amount of this
payment on account and the periodic regularisation account settlements, and
these should be paid into account no. 000-0000000-00 in the name of the manager.
ARTICLE 6 - GUARANTEE
The guarantee provided for in Article 7 of the basic agreement must be increased
in accordance with the rules and lead times laid down in the aforementioned
article.
ARTICLE 7 - POSSIBILITY OF CANCELLING CODICIL 2
From 1 August 2003, the lessee shall be able to cancel codicil 2, relating to
the first floor of block D and four above-ground parking places, at the end of
every month, subject to prior notice of two months given by registered letter.
ARTICLE 8 - PREFERENTIAL RIGHT
Should the notice of termination provided for in the previous article be given,
the lessor shall notify the lessee of whether a third party wishes to lease the
first floor of block D. The lessee will then have ten working days in which to
inform the lessor of whether or not it wants to re-lease these premises, subject
to the conditions under which an agreement would be signed with the third party.
The mutual notification shall be made either by registered letter or by fax. The
above-mentioned period shall be calculated from the date on which the lessor
sends a notification to the date on which it receives an answer from the lessee.
The codicil ratifying the letting of the first floor of block D shall be signed
within fifteen days of notification the lessee's decision, and shall enter into
force at the latest on the first day of the month following this signing.
ARTICLE 8 - COSTS
Any costs and fees pertaining to this codicil, registration fees, stamp duties,
any fines (except those ascribable to the lessor), and other charges shall be
payable by the lessee. Only for the levying of the registration fees are the
charges not expressed in figures relating to the additional areas estimated at
10% of the rental.
ARTICLE 9 - SUSPENSIVE CONDITIONS
This codicil is underwritten under the suspensive condition of cancellation of
the lease contracts with N.V. PROTON WORLD INTERNATIONAL, since taken over by
N.V. ERG TRANSIT SYSTEMS (EUR), concerning the Blue Star complex.
The rent exemptions mentioned in the third and fourth paragraphs of Article 4
are agreed on under the suspensive condition of payment by the above-mentioned
N.V. ERG TRANSIT SYSTEMS (EUR), for as many months, of the rental stipulated in
the lease contracts concluded with its legal predecessor in relation to the same
premises.
THUS DRAWN UP IN GOOD FAITH, IN BRUSSELS, ON 04.04.03,
in four copies, with one intended for the Registration Department.
Each of the parties acknowledges having received its respective copy.
The lessor The lessee
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