Exhibit 10.1
English Translation
LEASE AGREEMENT
Lessor: LG Insurance Co., Ltd.
Lessee: Gmarket Inc.
LEASE AGREEMENT
This Lease Agreement (this "Agreement") is entered into on December 15, 2005 by
and between LG Insurance Co., Ltd. (the "Lessor") and Gmarket Inc. (the
"Lessee") under the following terms and conditions:
Article 1 (Description of Leased Premises)
(1) The Lessor intends to lease to the Lessee, and the Lessee intends to
lease from the Lessor, certain parts of the Building (the "Leased
Premises") the details of which are described below:
Description of Leased Premises
Location: LG Insurance Co., Ltd. Xxxx., 000-00 Xxxxxx-xxxx,
Xxxxxxx-xx, Xxxxx, Xxxxx
6th Floor Number 429.60 pyung (including the common area)
0xx Xxxxx Number 429.60 pyung (including the common area)
0xx Xxxxx Number 429.60 pyung (including the common area)
Total: 1,288.80 pyung
< Attached Drawing >
(2) The Lessee shall use and occupy the Leased Premises for the purpose of
office space. The Lessee may not use the Premises for any other
purposes.
Article 2 (Lease Term)
(1) The term of lease (the "Lease Term") shall be a period of twelve (12)
months commencing on February 27, 2006 and ending on February 28,
2007, provided however, this Agreement shall be extended for a period
of one (1) year after the initial Lease Term with the increase rate of
the rent not exceeding 3%.
(2) During the Lease Term, this Agreement may be terminated by giving a
three months' prior written notice of termination to the other party
and by mutual agreement between the parties. This Agreement shall be
deemed as having
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terminated three (3) months after the date of such three months' prior
written notice.
Article 3 (Security Deposit)
(1) The Lessee shall deposit to the Lessor the security deposit (the
"Security Deposit") as follows, and no interest shall accrue on the
Security Deposit:
Classification Amount Percentage Payment Due Date
-------------- ------ ---------- ----------------
Down Payment W 81,194,400 10% Signing Date
Second Payment W324,777,600 40% Interior Construction Commencement Date
Balance Payment W405,972,000 50% Moving in Date
Total W811,944,000 100%
(2) If the Lessee delays the payment of the Security Deposit, the Lessor
may immediately terminate this Agreement.
(3) If this Agreement is terminated before moving in due to a cause
attributable to the Lessee, the Down Payment set forth in Paragraph
(1) above shall be retained by the Lessor unconditionally, and the
Lessee shall not claim refund thereof.
(4) The Lessee may not apply the Security Deposit to the payment of any
monthly rent or maintenance fee, nor may the Lessee assign, pledge or
provide as security to a third party its claim for refund of the
Security Deposit.
(5) If the Lessee fails to perform any of its payment obligations set
forth in this Agreement within the prescribed time period, the Lessor
may apply the Security Deposit toward the payment of such unpaid
amount without any procedure to take in advance. In the event that the
Lessor applies the Security Deposit toward the payment of an unpaid
amount, the Lessor shall give the Lessee a written notice of such
application within seven (7) days, and the Lessee shall, within seven
(7) days from the receipt of such notice, make up the deduction from
the Security Deposit.
(6) If this Agreement terminates upon expiry of the Lease Term or
termination hereof or otherwise, the Lessor shall refund the Security
Deposit to the Lessee
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immediately after the surrender of the Leased Premises by the Lessee
to the Lessor. Provided, however, that the Lessor shall deduct any
outstanding expenses or debts payable by the Lessee hereunder from the
Security Deposit to be returned to the Lessee.
Article 4 (Monthly Rent)
(1) The Lessee shall pay to the Lessor the sum of W81,194,400
(W63,000 per pyung, VAT exclusive) by the fifteenth day of each
month (or the next following business day, if the last day falls on a
statutory holiday).
(2) If the Lease Term begins during a calendar month, the monthly rent
shall be prorated by days. The same applies if the Lease Term expires
during a calendar month.
(3) Even if the Lessee fails to move in on the commencement date of the
Lease Term, the rent shall be calculated from the commencement date of
the Lease Term, provided however, if the Lessor fails to surrender the
Leased Premises to Lessee on the commencement date of the Lease Term,
the rent shall be calculated from the date of actual surrender of the
Leased Premises by the Lessor.
Article 5 (Maintenance Fee)
(1) The Lessee shall pay to the Lessor maintenance fee, covering the
electric charge, water supply and sewage charge, sanitation charge and
any and all expenses for maintenance and management of the building on
the fifteenth day of each month (or the next following business day,
if the last day falls on a statutory holiday), and the maintenance fee
shall be determined pursuant to the separate agreement prepared after
the completion of the calculation for maintenance fee by the Lessor.
Provided however, even during the Lease Term, the Lessor may adjust
the maintenance fee (VAT exclusive) on first day of April of each year
by giving one (1) month prior written notice.
(2) The Lessee shall separately pay charges for any special facilities
additionally installed by Lessee for its private needs and any taxes
and public imposts
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thereon to the building management company.
(3) If the Lease Term begins during a calendar month, the maintenance fee
shall be prorated by days. The same applies if the Lease Term expires
during a calendar month. Provided however, in the event an interior
construction is conducted, the calculation for the maintenance fee
shall be commenced from the date agreed by the parties.
Article 6 (Default Interests)
(1) If the Lessee fails to pay the monthly rent, maintenance fee hereunder
and the taxes and public imposts set forth in Article 8 below, or to
perform any of its payment obligations set forth in this Agreement
within the prescribed time period, the Lessee shall pay to the Lessor
default interests accrued thereon at the rate of 18% per year for the
period of default until the date of actual payment. In the event that
Lessor applies the Security Deposit toward the payment of an unpaid
amount as set forth in Article 3(5) above, the payment shall be deemed
to be made on the date on which the Lessee actually makes up the
deducted portion from the Security Deposit.
(2) The amount paid under the Lessee's payment obligation shall be applied
in the following order: default interests, parking fee, maintenance
fee, monthly rent and the Security Deposit.
(3) If the Lessor fails to refund the Security Deposit or to perform any
of its payment obligations set forth herein within the prescribed time
period, the Lessor shall pay to the Lessee default interests accrued
thereon at the rate of 18% per year for the period of default until
the date of actual payment or refund.
(4) The default interest set forth in this Agreement shall accrue on the
Security Deposit, the monthly rent, the maintenance fee, parking fee,
damages for delay in vacation of the leased premises, damages for
early termination, or any other payment obligation, irrespective of
whether this Agreement is terminated under Article 20 herein or
expired, until such unpaid amount has been fully paid.
Article 7 (Adjustment of Security Deposit, Monthly Rent and Maintenance Fee)
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During the Lease Term, if any of the following events occurs, the Lessor may
give one (1) month's written notice to the Lessee to adjust the amount of the
Security Deposit, the monthly rent and the maintenance fee:
(1) In case adjustment is needed to improve or maintain the conditions of
the Leased Premises, or Changes in taxes or public charges on the
Leased Premises.
(2) Changes in expenses required to maintain the Leased Premises in normal
operation, including heating & cooling charges, and labor costs for
cleaning and security services;
(3) Changes in cost of living or other economic conditions;
(4) The maintenance fee may be adjusted on the first day of April of each
year by giving one (1) month prior written notice as set forth in
Article 5 (1).
Article 8 (Use of Special Facilities and Communications)
(1) The Lessee shall give a written notice to the Lessor of the cars owned
by it and shall have free parking spaces for the number of cars
designated by the Lessor according to the leased area.
(2) If the number of the Lessee's cars to be parked in the parking lot
exceeds the number of cars designated by the Lessor, the Lessor may
charge parking fees for such exceeding number of cars pursuant to
separate provisions.
(3) The Lessee may install and operate communication facilities after
obtaining the required approval from the relevant authority, and after
the installation of the communication facilities, the Lessee shall
give a notice of such installation to the Lessor. The Lessee shall
bear all costs of the operation and repair of the communication
facilities.
Article 9 (Prohibition of Assignment of Rights or Sublease, etc.)
In any event, the Lessee may not transfer, or provide as collateral, its rights
and obligations hereunder to a third party or sublease or use all or any part of
the Leased Premises for purposes other than as set out herein without express
consent of the Lessor.
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Article 10 (Use of the Leased Premises)
(1) The Lessee shall not establish residence within the Leased Premises or
use the Leased Premises for any purposes other than the ones set forth
in Paragraph (2) of Article 1. However, the Lessee may have a night
watchman with the written consent of the Lessor.
(2) In the event that the Lessee desires to use some facilities within the
Leased Premises, the Lessee shall give the Lessor prior written notice
thereof and pay all expenses therefor as the Lessor requests.
Article 11 (Safe Management of Properties and Insurance)
(1) The Lessee shall be solely responsible for the safe management of its
private properties within the Leased Premises. The Lessor shall not be
liable for any loss or damages sustained by the Lessee due to fire,
theft, or other accidents, unless the Lessee proves that the cause for
such damage was attributable to the Lessor.
(2) The Lessee shall, at its own expense, take out fire insurance for
facilities installed by it; provided, however, that the Lessor shall,
at its own expense, take out fire insurance for the leased building.
Article 12 (Prohibited Acts)
The Lessee may not engage in any of the following acts:
(1) An act that is unpleasant to the public, unauthorized installation,
posting, or keeping of signboards, advertising or other materials;
(2) Bringing in any inflammables, dangerous goods, goods that may be
harmful or offensive to the human body or goods that may damage other
property;
(3) Bringing in or using heating or cooling equipment without the Lessor's
prior approval or consent;
(4) Destroying any structure, machinery or other facilities installed by
the Lessor, or changing any structure, advertisement materials or
signboards without the Lessor's prior written consent;
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(5) Manufacture or sale of illegal goods.
Article 13 (Installation of Facilities within the Leased Premises)
(1) In the event that the Lessee desires to engage in any of the following
acts within the Leased Premises at its own expense, the Lessee shall
obtain prior written consent of the Lessor. In such case, the Lessor
may restrict or oversee such acts for the purpose of ensuring the
structural safety and unity of the Leased Premises.
1) Installing or remodeling fire walls, partitions, windows, doors,
etc; or
2) Installing, adding or remodeling facilities for electric lights,
power supply, communication, ventilation, gas, etc.
Article 14 (Repair)
In the event facilities installed within the Leased Premises by the Lessor as of
the date of this Agreement are worn out, faded or broke down, the Lessor shall
bear the cost of repair thereof.
Article 15 (Compensation for Damage)
(1) The Lessee shall immediately report to the Lessor all damage,
destruction or loss of the Leased Premises or other facilities within
the building arising out of any willful act or negligence by the
Lessee or its employee or its clients, and shall compensate therefor.
(2) If the Lessee fails to report to the Lessor for a substantial period
any damage caused by any third parties as set forth in Paragraph (1)
above, such damage shall be deemed to be caused by the Lessee.
(3) The amount of damage according to this Article shall be calculated by
the Lessor based on the price as of the time of compensation.
Article 16 (Restriction on Access)
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The Lessor or its employees may access the Leased Premises with third parties
during appropriate hours for the purpose of maintenance inspection, sanitation,
fire and crime prevention, rescue, or showing the Leased Premises to prospective
tenants before the end of the Lease Term with prior notice to the Lessee.
Article 17 (Termination of Agreement)
(1) The Lessor may terminate this Agreement within ten (10) days after
giving a written notice to the Lessee in any of the following cases:
1) If the Lessee delays payment of the monthly rent, maintenance fee
and any other payables hereunder for two or more months;
2) If a third party enforces provisional attachment, attachment,
provisional disposition, or any other compulsory execution on
Lessee's claim to the Security Deposit, or the Lessee offers the
claim as a pledge or collateral;
3) If the Lessee enters into bankruptcy or insolvency, or an
application for the commencement of a corporate reorganization
proceeding has been filed against the Lessee;
4) If the Lessee is in breach of any provisions hereof or any
agreements between the Lessee and the Lessor related to this
Agreement;
5) If the Lessee delays occupation of the Leased Premises for more
than two months;
6) If the Lessee vacates the Leased Premises for more than three
months without reasonable grounds; or
7) If the Lessee is in breach of any other obligations hereof.
(2) The Lessee may terminate this Agreement within ten (10) days after
giving a written notice to the Lessor in any of the following cases:
1) If the Lessor fails to deliver the Leased Premises to the Lessee
or delivers only part of the Leased Premises not enough to
achieve the purpose of the lease;
2) If the Lessor fails to maintain the condition of the Leased
Premises necessary for the Lessee's use of the Leased Premises in
violation of Article 623 of the Civil Law; or
3) If there is material cause for termination, such as Lessor's
failure to
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cooperate with the preservation of claims, or the Lessor is in
breach of any of its obligations hereof.
Article 18 (Expiration of Agreement)
This Agreement shall expire in any of the following cases:
(1) the Lease Term has expired; or
(2) this Agreement is terminated in accordance with the provisions hereof.
Article 19 (Vacation of the Leased Premises and Restoration)
(1) Upon expiry, prior to the date of expiration of the Lease Term, the
Lessee shall remove its belongings and property, return the keys and
the Lessor's property and vacate all of the Leased Premises to the
Lessor.
(2) If the Lessee fails to comply with the Lessor's lawful request for
vacation, the Lessor may suspend electric power or water supply.
(3) In the event that Lessee fails to remove its belongings and property
or restore the Leased Premises to their original conditions due to a
cause attributable to the Lessee, the Lessee shall pay Lessor a
penalty equal to twice the monthly rent and maintenance fee for the
period beginning from the expiration of the Lease Term and ending on
the fulfillment of the obligations to vacate and restore the Leased
Premises.
Article 20 (Force Majeure)
(1) The Lessor shall not be liable for any and all damages and
inconveniences suffered by the Lessee or any third party related to it
due to an act of God, war, riot, any other force majeure event or any
other cause beyond reasonable control of the Lessor.
(2) Any of the force majeure events stipulated in Paragraph (1) above
shall not delay the payment obligations that have already accrued
hereunder.
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(3) If any of the force majeure events stipulated in Paragraph (1) above
prevents the Lessee from using the Leased Premises, the Lessee shall
be exempted from its obligation to pay the monthly rent and
maintenance fee for the period during which the Lessee can not use the
Leased Premises.
Article 21 (Modification)
If reasonable and necessary reasons exist, the Lessor and the Lessee may modify
the terms and conditions hereof by mutual agreement in writing prior to the
expiry of the Lease Term.
Article 22 (Guarantor)
If the Lessor deems it necessary, the Lessor may, by agreement with the Lessee,
allow a guarantor to jointly guarantee the Lessee's performance of obligations
hereunder.
Article 23 (Application of General Laws and Others)
Matters which are not specified in this Agreement, or any discrepancy in the
provisions of this Agreement shall be settled in accordance with the relevant
laws and generally accepted lease practices by mutual agreement of the Lessor
and the Lessee.
Article 24 (Jurisdiction)
The competent court for any disputes related to this Agreement shall be the
Seoul Civil District Court.
Article 25 (Management Rules)
The Lessor may enact, enforce or alter management rules and by-laws for the
preservation of the Lessors' property and management of the Lease Premises
pursuant to this Agreement, and the Lessor shall give a notice thereof to the
Lessee and obtain express consent of the Lessee in order to give such management
rules and by-laws force equivalent to that of this Agreement.
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IN WITNESS WHEREOF, this Agreement shall be made in two (2) copies and each of
the copies duly executed by both Parties shall be kept by Lessor and Lessee.
December 15, 2005
The Lessor
Address: 00 Xx-xxxx, Xxxxx-xx, Xxxxx, Xxxxx
LG Insurance Co., Ltd
Name: Representative Director, President Ki Xxxxx XXX [seal]
The Lessee
Address: 6th Fl., Nam Seoul Bldg., 0000-0 Xxxxxx-xxxx, Xxxxxx-xx, Xxxxx, Xxxxx
Gmarket Inc.
Name: Representative Director, Young Bae KU [seal]
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