AMENDMENT FOR LEASE AGREEMENT FOR OFFICE BUILDINGS
Exhibit 4.5
AMENDMENT
FOR
This Amendment made and entered into by and between
Fresenius AG
| – Landlord – |
and
| Fresenius Medical Care Deutschland GmbH, Bad Homburg v.d.H. | |
| – Tenant – |
Whereas, as part of the formation of Fresenius Medical
Care in 1996, the Landlord and the Tenant (hereinafter together
referred to as “the Parties”) entered into a Lease
Agreement for Office Buildings dated September 30, 1996 and
amended for the leased space in Bad Homburg,
Xxxx-Xxxxxx-Xxxxxxx 0, on December 15, 1999
(hereinafter referred to as “the Lease Agreement”);
Whereas, the Lease Agreement, as amended from time to
time, had a 10-year
term and shall terminate December 31, 2006;
Whereas, by executing a Memorandum of Understanding,
dated September 26, 2006, the Parties have already
expressed their mutual desire to renew the Lease Agreement on
comparable terms for a new term of 10 years;
Now, Therefore, the Parties hereto agree as follows:
Section 1. Term
and Termination.
By this Amendment Article 2, Section 1 of the Lease
Agreement shall read as follows:
| 1. | The lease relationship shall be renewed for a term of 10 years. Therefore, the Lease Agreement shall terminate December 31, 2016. |
Section 2. Escalator
Clause.
By this Amendment Article 6 of the Lease Agreement shall
read as follows:
In the event that the Consumer-Price-Index for Germany
determined by the Federal Statistical Office (Basis 2000 = 100)
increases or decreases (in percent) in relation to its state as
of December 2006, the rent shall be changed in the same
proportion.
An adjustment shall, in each case, be made as if
January 1st, of the year in accordance with the state of
the index in December of the preceding year.
The Landlord shall be responsible for obtaining the
authorization of the respective “Bundesamt für
Wirtschaft und Ausfuhrkontrolle”, as far as legally
required.
Section 3. Others.
As by this Amendment the Lease Agreement is prolonged, the
Parties agree that the Landlord shall not be entitled to a lump
sum compensation as set forth in Article 2, Section 3
of the Lease Agreement. Notwithstanding
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the modifications stipulated by this Amendment all other
provisions of the Lease Agreement remain unchanged; this relates
especially to the rent as set forth in Article 3,
Section 1 of the Lease Agreement, as amended from time to
time in the past due to the previous Escalator Provision as set
forth in Article 6 of the Lease Agreement.
Section 4. Governing
Law.
This agreement shall be governed by the laws of the Federal
Republic of Germany.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto
on December 19, 2006.
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Fresenius AG Landlord |
Fresenius Medical Care Deutschland GmbH Tenant |
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