Contract
Exhibit 10.05
This Lease Agreement is made by and between CURTIDOS SAN XXXX S.A., with offices at Tronador 4890,
10th floor, Capital Federal, herein represented by Mr. Dante Xxxx Xxxxx, holder of
Argentine Identity Document [D.N.I.]No. 12,954,501, and Xx. Xxxxx Xxxxxxx Xxxxxxxx, holder of
Argentine Identity Document [L.E.]No. 5,222,282, in their capacity as Attorneys-in-fact, as
evidenced by the documents submitted herein, which shall hereinafter be referred to as “LESSOR”;
and MERCADOLIBRE S.A., with offices at Tronador 4890 – 6th floor, Capital Federal, herein
represented by Xx. Xxxxxxx Szekasy, holder of Argentine Identity Document [D.N.I.] No. 17,363,052
and Xx. Xxxxxx Xxxxxxxx, holder of Argentine Identity Document [D.N.I.] No. 22,432,311, in their
capacity as Attorneys-in-fact, as evidenced by the documents submitted herein, hereinafter referred
to as “LESSEE”, subject to the following terms and conditions:
WHEREAS,
On May 5th, 2008 the PARTIES reached an agreement on the lease of the following real
asset owned by LESSOR: the half second floor of the building located at Tronador 4890, Capital
Federal, intended for use as business offices, with the right to use the surfaces designated in the
condominium and administration bylaws as individual and common parts of the floors and 5 (five)
units used as parking spaces and located on the building’s underground floor, identified with
numbers 27, 29,43,107 and 108.
In view of the foregoing, the PARTIES enter into this lease agreement, which shall be effective as
from May 5th, 2008.
1. PARTIES
LESSOR and LESSEE shall be hereinafter jointly referred to as THE PARTIES.
2. THE PREMISES
The real property owned by LESSOR, which is the subject matter of this Lease Agreement, hereinafter
referred to as the PREMISES, is described as follows: the half second floor of the building located
at Tronador 4890, Capital Federal, intended for use as business offices, with the right to use the
surfaces designated in the condominium and administration bylaws as individual and common parts of
the floors and 5 (five) units used as parking spaces and located on the building’s underground
floor, identified with numbers 27, 29,43,107 and 108.
3. TERM
The lease term shall be thirty-six (36) months, from May 5, 2008 to May 4, 2011. Early termination
of this lease shall be subject to the applicable laws (sections 8 and 29 bis of Law No. 23091),
i.e., after lapse of the first six (6)-month period starting on April 1, 2008, LESSEE may terminate
this lease, and it shall give notice at least 60 (sixty) days in advance to LESSOR. If LESSEE makes
use of this option within the first year of this Lease Agreement, it shall pay LESSOR an amount
equivalent to 1.5 (one and a half) months of the rent in force at the time of
termination as compensation, and only 1 (one) month’s rent as compensation if this option is used
after the first year of the lease.
4. PRICE AND PAYMENT CURRENCY
The monthly rent payable by LESSEE, which is mutually agreed by the parties as from May
5th, 2008, is US$ 11,876 (eleven thousand, eight hundred and seventy six United States
Dollars) and as from October 1st, 2008 is US$ 13,703 (thirteen thousand, seven hundred
and three United States Dollars), for the half floor leased together with the parking spaces, all
of which were specified in Section 2 above. Payment shall be computed to the forward month, and
rent shall be payable between the 1st and the 5th day of the respective month
from May 5th, 2008, at the address herein established by LESSOR. The minimum rent
amount shall not be lower than thirty seven thousand, six hundred and forty five pesos (AR$
37,645), at the seller exchange rate published by Ambito Financiero, corresponding to the day
immediately previous to the payment date. Should the monthly rent amount turns to be lower than
such amount, LESSEE shall pay it to LESSOR. LESSOR may choose to demand that payment be made in
Argentine pesos in the amount necessary to purchase the specified amount of dollars on the Floating
Exchange Rate Market in New York or Montevideo, at LESSOR’s option, and free of any expenses for
LESSOR. It is hereby expressly established that the price is herein set in United States dollars
because the parties understand that section 13 of Law No. 23928 has, in general, repealed section 1
of Law No. 23,091, which banned the setting of lease agreements’ prices in dollars, for which
reason sections 617 and 619 of the Argentine Civil Code are now applicable. The parties freely
agree that the rent amount shall be jointly reviewed every year as from May 5th, 2009,
upon the express prior request by one of the parties, following the procedure stated hereinafter to
set a new rent amount. The parties agree that, in the event of disagreement as to the rent amount
and of one of the parties having requested a review of the amount, the PARTIES shall obtain each an
appraisal of the amount for rents with similar characteristics and conditions from a renowned real
estate broker working in the area. Once both appraisals are obtained, the PARTIES shall agree upon
a new rent amount within thirty calendar days computed as from May 5th, 2009 and May
5th, 2010, respectively, not more. The meetings shall always be held between direct
representatives of both companies. If the parties fail to reach an agreement within said period,
the rent amount shall be set by the X.X. Xxxxx firm, which will take into account the appraisals
made by the brokers and other elements of market analysis, and the parties shall accept this
amount. In addition to the amount stated above, LESSEE shall, from May 5th, 2008, pay
any taxes due to the Autonomous Government of the City of Buenos Aires (Street Lighting, Sweeping
and Cleaning, Pavement and Sidewalks, and Land Tax, known as “ABL”), Aguas Argentinas S.A. and the
common expenses of the building, maintenance of the services provided at the Building, e.g.:
Cafeteria, Gym. The amount of ordinary expenses, common expenses, taxes, assessments, and services
shall be calculated according to the percentage established in Annex I, which is an integral part
of this Agreement. The services used by LESSEE to carry out its business activities and which are
not mentioned above, such as electricity, telephone services and other services which are not
covered by the common expenses shall be borne by LESSEE from May 5th, 2008, the
effective date of this Agreement. The Value-Added Tax (VAT), and any other taxes which in the
future may be levied on leases, is not included in the rent amount and shall be borne by LESSEE.
5. SECURITY DEPOSIT
The security deposit agreed upon by the PARTIES amounts to US$ 23,752 (twenty three thousand, seven
hundred and fifty two United States Dollars), equivalent to two months’ rent. Such amount is paid
by means of a check payable to LESSOR’s order for the amount of Argentine Pesos sufficient to
purchase the amount of dollars specified above. This agreement shall be sufficient evidence of
receipt thereof. Such amount shall not accrue any interest whatsoever and shall be used as
compensation for any damages that LESSEE may cause to the leased premises from the moment delivery
of possession is received. The amount shall be reimbursed to LESSEE upon termination of the
agreement and when the premises are returned in the conditions established herein and once any
amounts owed or necessary to restore the missing items or items to be replaced have been deducted.
The parties agree that LESSOR’s failure to reimburse the amount given as Security Deposit by LESSEE
shall empower LESSEE, once the premises are delivered in the agreed-upon conditions and the
proportional amounts owed by LESSEE for the consumption of public utility services are paid, all of
which shall not exceed a period of twenty (20) business days from the date the premises are
delivered to LESSOR, to file for a summary proceeding claiming the undue withholding of the amount
without prior notice to LESSOR being necessary. The delayed reimbursement of the security deposit
shall entail the LESSOR’s default and undue withholding of the amount, and shall consequently
accrue a monthly penalty interest equivalent to 2% per month for the period during which the
security deposit was withheld from the termination of the agreement and the delivery of the leased
premises until the effective reimbursement. The PARTIES agree that such amount shall be paid at
LESSOR’s offices located at Tronador 4890 10th floor, Capital Federal.
6. USE OF THE PREMISES
LESSEE undertakes to use the leased premises to conduct its business, by using them as office only.
This agreement shall not be assigned or transferred, whether in whole or in part, unless such
assignment or transfer is made to subsidiaries, affiliates or companies that are LESSEE’s legal
successors, which shall assume all of LESSEE’s obligations. Notwithstanding the foregoing, and
should the authorized transfer be made, LESSEE shall duly notify LESSOR of this circumstance. This
section shall not be restrictively construed, and thus LESSEE may designate the premises as the
legal and/or administrative and fiscal domicile of all the companies and/or entities owned by
MERCADOLIBRE S.A. which conduct business in the Argentine Republic through LESSEE.
7. TELEPHONE LINES
The installation, maintenance and ownership of telephone lines shall be borne by LESSEE.
8. DEFAULT
Should LESSEE fail to timely pay the rent, notwithstanding any other actions that LESSOR could
institute, LESSEE shall pay compensatory interest and penalty interest equal to 2% (two percent)
per month on the amount owed to LESSOR during the delinquency period. Default in payment shall, in
any event, occur as a result of the mere lapse of time, without any court or out-of-court demand
notice being necessary.
9. RETURN OF THE PREMISES.
Upon termination of this Agreement, LESSEE undertakes to return the PREMISES which are the subject
matter hereof without any court or out-of-court demand notice being necessary, and with all taxes,
assessments and services payable by it duly paid, clean and in good state of repair, except for
normal deterioration caused by the ordinary wear and tear. Delivery of the premises shall be
evidenced by means of a written document issued by a representative of LESSOR. LESSOR shall give
LESSEE a 15-day written notice prior to the expiration of the term of the lease to inform to whom
such delivery shall be made, and who shall perform a general inspection of the leased premises
together with LESSEE in order to verify their condition. For such purpose, a record shall be
prepared detailing the state of repair of the PREMISES and describing whether there is any damage
or missing items. LESSEE shall repair any such damage or pay any missing items, except for the
ordinary wear and tear resulting from the appropriate use of the premises and the lapse of time.
Upon expiration of the lease term, the fixed improvements made by LESSEE shall remain with the
premises for the benefit of LESSOR, unless these can be withdrawn from the PREMISES without causing
damages or modifications that may alter the original condition of the received property, and this
shall be under the charge of LESSEE. In the event LESSEE fails to return the PREMISES, it shall
pay, in addition to the monthly rent amount, 1/30 part of the monthly rent amount for each day of
delay as penalty, and actual damages.
10. TERMINATION
The breach by one party of any of its obligations under this Agreement shall entitle the other to
terminate this agreement, provided prior notice is given demanding compliance or that the breach be
cured within not more than fifteen (15) days. Upon expiration of this period, and should the
breach continue, the non-breaching party shall consider the agreement automatically terminated by
the breaching party.
11. CONDOMINIUM, ADMINISTRATION AND INTERNAL BYLAWS.
LESSOR shall deliver to LESSEE the condominium and administration bylaws and the internal bylaws
for information and compliance purposes. Temporarily, until those bylaws become effective, the
rules related to the operation and aesthetics of the Building, which are attached hereto as Annex
II and are an integral part hereof, shall apply.
12. STAMP TAX
THE PARTIES hereby agree that they shall equally bear the stamp tax payable by reason of this
contract.
13. FORCE MAJEURE, ENTIRE AGREEMENT, AMENDMENTS
Acts of God and force majeure events shall be governed by sections 513 and 514 of the Argentine
Civil Code in all aspects related to their nature, occurrence, characteristics and consequences.
Should an event considered to be an act of God or a force majeure event in accordance with the
regulations in force take place, the party affected thereby shall notify the other of the
occurrence of such event and of the means to be used to deal with such event within
48 (forty-eight) business hours, indicating the estimated period during which it shall not be able
to comply with the contractual obligations affected by the event. This shall apply provided that
notice is given within the stated term. This Agreement constitutes the entire and exclusive
agreement of the PARTIES and supersedes any other previous agreement as well as all the oral or
written proposals and any other communications between them which may have been sent prior to the
execution of this Agreement (Section 1197 of the Argentine Civil Code). Any amendment to or
extension of this Agreement shall be made in writing by mutual agreement of the Parties.
14. JURISDICTION. ADDRESSES
For all purposes, the PARTIES submit to the jurisdiction of the Civil Courts in and for the City of
Buenos Aires (Capital Federal), and waive their right to resort to any other competent courts. The
PARTIES set their addresses at the ones set out above, where all court or out-of-court notices
shall be deemed to have been validly given.
In witness whereof, the parties have executed this Agreement in two (2) counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one and the same
instrument, in the City of Buenos Aires, on November 13th, 2008.
