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Agreement on the Lease of Non-Residential
Premises
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concluded
on the below stated date pursuant to Act No. 116/1990 Coll.,
on lease and sublease of non-residential premises, as
amended,
hereinafter
referred to as “
Agreement ”
between
Multidisplay
s.r.o.
a
company existing under the laws of the Czech
Republic
with
its registered seat in Humpolec,
Central Trade Park D1 1571, 396 01, Identification No.:
26166453,
registered with the Commercial Register kept at the Regional
Court in Ostrava, Section C, File No.: 24381
(hereinafter
referred to as the “
Lessor ”)
and
SENDIO
s.r.o. a company existing under the laws of the Czech
Republic,
with
its registered seat in Prague 5, Radlická 14, 150
00
Identification
No.: 281 64 440
entered
in the Commercial Register kept at the Municipal Court in
Prague, Section C, File No.: 129 886
(hereinafter
referred to as the “
Lessee ”)
(hereinafter
together referred to as the “
Parties ”)
ARTICLE I.
Subject of the Agreement
| 1.1 |
The
Lessor is the owner of a part of an industrial complex located
in Hranice
,
known as CTPark
Hranice (hereinafter
referred to as the “
Park ”).
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Within
the Park, the Lessor is:
(a)
the owner of the land plot No. (
st.p.č. )
2363
in
the cadastral area of Drahotuše
,
registered on the ownership deed No. 1789, land plots. Nos.
(
st.p.č. )
5504, 5506, 5509 and 5511, in the cadastral area of Hranice,
registered on the ownership deed No. 4342 and the sublessee of the
land plot No. (
st.p.č. )
5505 and 5510 in the cadastral area of Hranice, registered on the
ownership deed No. 10002, all in municipality of
Hranice ,
district of Přerov
(hereinafter
referred to as the “
Land ”);
(b)
the owner of the production/warehouse building without
registration number ,
located on the Land, cadastral
area of Drahotuše
and
Hranice, municipality of Hranice
,
district of Přerov
registered
on the ownership deed No. 1789 (
hereinafter
referred to as the “
Building ”)
;
and
(c)
the owner of 10
parking lots built in front of the Building as shown in
Annex No. 1 and Annex no. 6 ,
hereto (
hereinafter
referred to as the “
Exclusive Parking Lots ”).
Non-residential
premises located in the Building of total rentable area
39,003
sq
m have the following parameters (hereinafter referred to as
the
“Premises” ):
-
the
warehouse / production area
approx.
14,022
sq
m
-
clean
premises
approx.
11,268
sq m
-
utilities
/ sanitary area
approx.
12,930 sq m
-
office
premises
approx.
783 sq m
The
Premises and the Exclusive Parking Lots are hereinafter
referred to as the “
Property ”.
Detail technical specification of the Property forms
Annex No. 1 hereto.
Site plan of the Property containing also the exact location of the
Property (including the location of the Premises within the
Building and the Parking Lots within the Park) form
Annex No. 6 hereto.
| 1.2 |
Lessor
hereby rents to the Lessee and the Lessee hereby rents from the
Lessor the Property. The
Lessor hereby represents and warrants that (i) he is truly and
fully entitled to enter into this Agreement, (ii) his relationships
with third parties shall not affect the position of the Lessee as a
bona fide lessee, (iii) the execution of this Agreement shall not
constitute breach of any agreement of the Lessor, (iv) he has
obtained a written consent of Immorent-Bank GmbH, being the
Property mortgagee, with the lease and with the execution of this
Agreement, which consent is attached as
Annex No.9 hereto and
(v) the Property is free from any pollution or other
environmentally hazardous substances and it complies with the
relevant environmental laws. The Lessor shall be obliged to obtain
a new consent of Immorent-Bank GmbH with the execution of this
Agreement, with the assignment of the Initial Rent (as defined
below) and the assignment of debt corresponding to the Initial
Rent, both assignments described in Clause 5.6 hereof, within 30
days from the date hereof.
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| 1.3 |
The
Lessee shall be entitled to the full use of the Property for
production / warehousing, office and related ancillary uses in
accordance with this Agreement during the whole duration of this
Agreement. The Lessee shall be entitled to use on a non-exclusive
basis together with the other users of the Park 287 car parking
spaces and all the truck (lorry) parking spaces located within the
Park or around the Park owned by the Lessor or determined by the
Lessor to be used as such by the users of the Park (“
Non-exclusive Parking Lots ”)
(the Exclusive Parking Lots and the
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Non-Exclusive
Parking Lots are hereinafter referred to as the “
Parking Lots ”)
for no additional fee or rent.
| 1.4 |
The
Lessee
is entitled to use all connections to the public suppliers of
utilities and the Lessor is obliged to secure for the Lessee
supplies of the utilities provided by their public suppliers
(electricity, gas, water, telephone, etc.) in the extent necessary
for the operation of Lessee’s plant, but not exceeding the
extent specified in the technical specifications attached hereto
as
Annex No. 1 .
The Lessor will make available to the Lessee a facility for the
production of the deionized water and the effluent water treatment
facility with parameters listed in
Annex No. 2 hereto
(hereinafter referred to as the “
DI water ”)
and compressed air, industrial gases and vacuum and shall use all
reasonable efforts to supply the DI water, compressed air,
industrial gases and vacuum to the Lessee and accept the effluent
DI water back from the Lessee at the levels required by the Lessee.
The Lessor shall not be liable for not supplying the DI water
compressed air, industrial gases and vacuum to the Lessee and for
not accepting the effluent DI water back from the Lessee as far as
he will not breach his obligation to use all reasonable efforts to
do so. The Lessor acknowledges that the effluent water to be
accepted back from the Lessee’s production will contain
phosphorus and other hazardous substances and declares that its
effluent water treatment facility will be able to treat such
effluent water in accordance with the applicable laws. The Lessor
shall not be obliged to accept back the effluent water from the
Lessee that contains hazardous substances the presence of which in
the effluent water would not be in compliance with the applicable
laws and the permits available on the date hereof. The Lessor shall
be obliged, at the request of the Lessee, to issue all relevant
confirmations with respect to such treatment for the Lessee to
comply with the applicable laws. Based on the written request of
the Lessee, the Lessor is further obliged to procure that the
current capacity of the connections to the public suppliers of
utilities and the level of supplies are extended to the level
required by the Lessee, or to ensure that the Lessee has the
possibility to negotiate such extensions with the third party
suppliers and the Lessor shall provide the Lessee with all
necessary assistance, including consents with any changes to the
current connections or enabling building of new connections. The
costs of such extensions are to be paid for by the Lessee.
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The
Parties shall negotiate in good faith the future arrangement
with respect to the technology relating to the DI water,
compressed air, industrial gases and vacuum production and the
effluent water treatment (“Technology”) and its
operation and ownership, including the potential purchase of
the Technology by the Lessee. If no such agreement in written
form is reached by 30 April, 2008, this Agreement shall
automatically terminate as of 30 June, 2008.
If
requested by the Lessee, the Lessor shall also cooperate in
the timely manner with the Lessee and shall provide the Lessee
with all necessary assistance for the Lessee to be able to
enter into separate contracts regarding the supplies of the
utilities supplied by third party suppliers.
The
Parties shall also negotiate in good faith the prices for the
supplies of the utilities supplied to the Lessee by the
Lessor, including the DI water and the costs for accepting
back the effluent water. The Parties agree that the supplies
of the utilities under this Clause 1.4 should not be
considered as supplies of services connected with the lease;
those shall be only the services under Article VI. hereof. The
absence of agreement on the costs of those supplies of
utilities shall not in any way affect the validity of this
Agreement.
The
Parties agree that until 30 June, 2008 the Lessor shall be
liable for any and all accidents, including environmental
accidents, effluent water leakages etc. arising from the
operation of the Technology, the respective connections
thereto and the effluent water treatment, except for the cases
when such accident was caused by the Lessee or a third party
engaged by the Lessee (except for the Lessor).
The
Parties further agree that until 30 June, 2008 the Lessee
shall only be liable for those accidents caused by it or by
third parties engaged by the Lessee (except for the Lessor).
Starting from 1 July, 2008 and, at the same time, if the
Lessee takes over the operation of the Technology, the Lessee
shall further be liable for any and all accidents, including
environmental accidents, effluent water leakages etc. arising
from the operation of the Technology, the respective
connections thereto and the effluent water treatment, except
for the cases when such accident was caused by the Lessor or
third parties engaged by the Lessor (except for the
Lessee).
Detailed
description of the above mentioned utilities
and connections thereto as well as the parameters of the DI
water is stipulated in
Annex No. 2 hereto.
| 1.5 |
The
use permit for the Premises was issued on 23
March, 2004 and
effective on 24
March, 2004 .
Copy of the use permit forms
Annex No. 3 hereto
( hereinafter
referred to as the
“
Use Permit ”).
The
Lessee acknowledges that installations and technology brought into
the Premises by the Lessee might not be approved for use on the
basis of the Use Permit. The Parties declare that there is certain
equipment of the Lessor currently located within the Premises
(“
Equipment ”).
Until 30 June, 2008 the Lessee shall have the exclusive right to
use all the Equipment necessary for its operations together with
the use of the Premises for no additional fee or rent. The Parties
shall negotiate in good faith the future arrangement with respect
to the use of the Equipment as of 1 July, 2008. If no such
agreement in written form is reached by 30 April, 2008, this
Agreement shall automatically terminate as of 30 June,
2008.
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If
the Lessee is not able to commence or continue with its
production activities under the Use Permit, the parties shall
work together and cooperate in good faith and a timely manner
to change the Use Permit or to obtain a new permit in
accordance with the requests of the Lessee. If the Lessor
fails to cooperate with the Lessee, namely if it does not sign
and submit the relevant motions for the change of the Use
Permit or for the issuance of the new permit and does not
remedy such failure within 15 days from the written notice of
the Lessee, the Lessee is entitled to rescind this Agreement
with immediate effect.
| 1.6 |
The
Parties shall further work together and cooperate in good faith and
timely manner to obtain all permits necessary for the operations of
the Lessee, especially the relevant environmental permits, should
it prove that the permits issued for the previous user of the
Property cannot be used for the Lessee’s operations. If the
Lessor fails to cooperate with the Lessee and does not remedy such
failure within 15 days from the written notice of the Lessee, the
Lessee is entitled to rescind this Agreement with immediate
effect.
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1.7
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The
Lessee shall be responsible for obtaining and maintaining all
administrative permits necessary for its contemplated activities
performed within the Property, such as the trade licenses or
authorizations under Act No. 455/1991 Coll., (the Trade Licenses
Act), as amended.
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| 1.8 |
The
Lessee is entitled to require a lease of additional non-residential
premises in the Building or in the newly constructed building
located on the side of the Building specified as “Extension
Jumbo”, “Extension Option 1” and Extension Option
2” in
Annex No. 11 hereto
(Extension Jumbo, Extension Option 1 and Extension Option 2
together hereinafter referred to as the “
Expansion Premises ”)
subject to the following procedures:
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1.8.1 |
The
Lessee shall have the right to send a request delivered to the
Lessor by registered mail for the expansion for the whole duration
of this Agreement (hereinafter referred to as the “
Expansion Request ”).
The Expansion Request must specify in which of the Expansion
Premises the Lessee is interested.
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1.8.2 |
If
the Expansion Request is delivered to the Lessor with respect to
the Extension Option 1 and/or Extension Option 2 within 12 months
following the date hereof, or with respect to any of the Expansion
Premises after that date, but only in case the Expansion Premises
are not leased so far when the Lessor did not breach its obligation
under Clause 1.8.6 and 1.8.7 by leasing them, the Lessor shall be
obliged to sign a new lease agreement in case of the Extension
Jumbo or an agreement on future lease agreement in case of
Extension Option 1 and/or Extension Option 2 to lease the Expansion
Premises determined by the Lessee with the Lessee no later than 6
weeks from the receipt of the Expansion Request.
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1.8.3 |
Provided
that the Extension Option 1 and/or Extension Option 2 are to be
used, per request of the Lessee, for similar purpose of use as the
Premises hereunder, the Lessor shall further be obliged to complete
and hand-over the Extension Option 1 and/or Extension Option 2 to
the Lessee being fit for use as requested by the Lessee within 10
months from the delivery of the Expansion Request, and the
determination of the layout of the Expansion Premises, whichever
occurs later, provided that the respective agreement on future
lease agreement was signed.
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1.8.4 |
The
lease agreement for the Expansion Premises should be signed on the
same terms and conditions as this Agreement at that time, however,
at least for the period of 7 years and with the rent applicable
hereunder at the time of the execution of the new lease and indexed
according to the same mechanism as agreed hereunder. Should the
remaining Term of this Agreement be less then 7 years, the Lessor
shall further be obliged, together with the new lease agreement for
the Expansion Premises, to enter into an amendment to this
Agreement prolonging the Term of this Agreement so that it ends on
the same day as the term of the rent of the Expansion Premises.
Should the lease agreement for the Expansion Premises be signed
before 1 July, 2014, the conditions for the termination for
convenience under Article IV, Clause 4.9 hereof shall change in the
way that it shall be applicable solely on the seventh anniversary
of the lease agreement for the Expansion Premises, otherwise under
the same conditions as stipulated in the Clause 4.9, i.e. so that
the lease for the Expansion Premises lasts at least 7
years.
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1.8.5 |
If
the Lessor, due to its fault, fails to execute the agreement on
future lease agreement or the new lease agreement for the lease of
the Expansion Premises or fails to hand-over the Expansion Premises
to the Lessee or fails to ensure that the Expansion Premises are
fit for use as requested by the Lessee, including a situation when
this situation was caused by the breach of Lessor’s
obligation under Clause 1.8.6 or 1.8.7 below, (hereinafter referred
to as the “
Expansion Breach ”),
it shall be obliged to pay a contractual penalty to the Lessee in
the amount of 25 eurocents per square meter of the required size of
the Expansion Premises per day of delay, but up to the maximum
amount of EUR 500,000. If the Lessor fails to remedy its Expansion
Breach within additional 6 months, the Lessee shall be entitled to
terminate this Lease by serving a 2 months written notice to the
Lessor.
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1.8.6 |
In
addition to the above, the Lessor shall not be entitled to lease
the Extension Option 1 and Extension Option 2 or the whole building
in which they are to be situated within 12 months from the date
hereof (for avoidance of doubts the Lessor is not limited in
leasing other premises in the building in which the Extension
Option 1 and Extension Option 2 are situated if the building is
bigger than the Extension Option 1 and Extension Option 2 and
includes also other premises).
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1.8.7 |
Furthermore,
the Lessee shall have the right of first refusal for the lease of
the Expansion Premises during the whole duration of this Agreement,
i.e. the Lessor shall not be entitled to lease any of the Expansion
Premises (or the whole buildings in
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which
the Expansion Premises are situated - but the Lessor is
entitled to lease premises in those buildings other than the
Expansion Premises) before first offering the Expansion
Premises to the Lessee. The Lessee shall have a right to send
the Expansion Request within 4 weeks from the date when the
Lessor delivered to the Lessee a written notice of its
intention to lease the Expansion Premises (“Lease
Notice”). Should the Lessee fail to send the Expansion
Request within such time period or should it issue a written
notice stating that it will not exercise its right of first
refusal, the Lessor shall be free to lease the Expansion
Premises in question. Should the Lessor not sign the lease
agreement or an agreement on future lease agreement with any
third party within 1 year following the date of the Lease
Notice, it shall be obliged to repeat the procedure described
in this Clause 1.8.7.
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1.8.8 |
If
the Lessee sends the Expansion Request in accordance with Clause
1.8.7, the Parties shall follow the procedures described above
under Clauses 1.8.1 till 1.8.5 above.
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II.
Early Access, Hand Over
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2.1
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The
Lessee has been granted a right to visit and inspect the Premises
before the execution of this Agreement free of charge.
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| 2.2 |
The
Property shall be handed over to be used in the full scope on the
date of execution of this Agreement (hereinafter referred to as
the
“Hand Over Date” ).
The
Parties declare that on the Hand Over Date the Property is fit for
use for the purpose agreed under this Agreement regarding both its
constructional and its technical specifications. On the date
hereof, the Parties shall sign the handover protocol in which they
will identify defects of the Property to be removed by the Lessor.
The Lessor shall remove all such defects within the shortest
possible time, but not later than within 30 days after the Hand
Over Date.
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| 2.3 |
Provided
that certain defects are identified at the hand-over and they are
stipulated in the Hand Over Protocol attached as
Annex No. 8 hereto,
the Lessor shall remove all the defects within the shortest
possible time. Should such defects prevent the Lessee from the use
of the Property for the intended purpose in accordance with this
Agreement, the Lessee shall be entitled to the full or proportional
reduction of the Rent. Rights of the Lessee stipulated in Clause
2.2 shall not be prejudiced by this Clause 2.3. The Parties will
negotiate in good faith to agree the amount of such reduction at
the hand over of the Property.
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| 2.4 |
T
he
Lessor shall not bear responsibility for late hand over of the
Property if it is caused by circumstances on part of the
Lessee.
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| 2.5 |
The
Lessor is further obliged to construct for the Lessee and at the
Lessor’s costs two loading bays specified in
Annex No. 10 hereto
(hereinafter
referred to as the
“Additional Loading Bays” )
and hand them over to the Lessee no later than 1 April, 2008. As of
the day of handover, the subject of the lease hereunder is extended
by the Additional Loading Bays with no additional increase of the
Rent and no special payments of the Lessee.
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| 2.6 |
Until
the completion of the Additional Loading Bays and their hand-over
for use to the Lessee, the Lessee shall be entitled to use with
other lessees of the Building two existing loading bays of the
Building (hereinafter referred to as the
“Existing Loading Bays” )
for no special payment of the Lessee.
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III.
Purpose of the Lease, Scope of Business
| 3.1 |
The
Premises shall be used by the Lessee in accordance with their
technical specification as a production / warehouse facility with
clean premises, office and sanitary areas in accordance with the
Use Permit or any change thereto made in the future or any permit
that replaces the Use Permit and the Exclusive Parking Lots as
passenger car parking lots. Detailed specification of the use of
individual parts of the Property by the Lessee is enclosed
as
Annex No. 5 hereto.
The Lessee is entitled to use the Property in accordance with the
scope of business as stipulated in the
Annex No. 4 hereto.
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| 3.2 |
The
Lessee shall be obliged to abide by all the existing administrative
permits regulating the use of the Property. The Lessor undertakes
not to initiate any proceedings regarding a different use of the
Property without a previous written approval by the Lessee unless
it is required by applicable law.
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| 3.3 |
The
Lessee is entitled to decide on alteration of the use of individual
parts of the Property as long as such use is in accordance with the
administrative permits regulating the use of the
Property
provided the Lessor has been informed about such change of use in
writing prior to filing any application and does not unreasonably
oppose to it within 7 (seven) days from the receipt of the
information.
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IV.
Term of Agreement and its Termination
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4.1
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The
lease of the Property shall start on the date of this Agreement
(hereinafter referred to as the
“Commencement Date” ).
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This
Agreement is concluded for a definitive period of time until
30 June, 2008 (hereinafter referred to as the
“Term” ).
The Term may be extended by the Lessee until 1 October, 2017 by
delivery of a written notice of the Lessee by means of registered
mail to the Lessor no later than 30 April, 2008 (hereinafter
referred to as the
“First Extended Term” ).
This extension notice of the Lessee shall have no effects and this
Agreement shall terminate on 30 June, 2008 if no written agreement
is reached between the parties by 30 April, 2008 with respect to
the (i) Technology and its operation and ownership, and (ii)
Equipment and its use.
This
Agreement may be further extended 3
times
for another period of 5
calendar years
following the First Extended Term by delivery of a written
notice of the Lessee by means of registered mail to the Lessor
at least 12 (twelve) months before the expiration of the First
Extended Term or previous Further Extended Term (hereinafter
referred to as the
“Further Extended Term” ).
(First Extended Term and Further Extended Term hereinafter referred
to as the “
Extended Term ”).
| 4.2 |
The
Lessor is authorized to an early termination of this Agreement by
delivery of a registered letter with 30 (thirty) days notice period
in case any of the events listed below occurs:
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(a)
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the
Lessee is in default with the performance of financial obligations
due under this Agreement for more than 30 (thirty) consecutive
days; or
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(b) |
the
Lessee breaches its obligation to use the Property in compliance
herewith, namely with Article III. hereof; or
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(c) |
the
Lessee carries out substantial structural changes on the Property
without the prior consent of the Lessor; or
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