Lease
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Between
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GSA
Grundstücksfonds Sachsen-Anhalt GmbH
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Kantstr.
5
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39104
Magdeburg
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represented by
the Managing Directors
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Klaus-Dieter
Thiese and Wily Kus
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acting in its
own name, but acting with a fiduciary
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mandate and on
behalf of the State of Saxony-Anhalt
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lessor
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and
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MAW Mansfelder
Aluminiumwerk GmbH
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Lichtlöcherberg 40
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06333
Hettstedt
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represented by
the Managing Director
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Harald
Springer
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tenant
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have concluded the following
lease:
Preamble
In accordance with the fiduciary
mandate of the State of Saxony-Anhalt, the lessor bought the real
estate in Großörner, Hüttenberg 3 from the Aluhett
Aluminiumwerk GmbH with the notary contract of 18 September 2002
from the notary Peter Krolopp, Humboldtstraße 2, 39112
Magdeburg (Deed no. 848/2002). A conveyance to the lessor has not
yet been made in the land register. A notification of conveyance to
the benefit of the lessor has, however, been entered.
The lessor also acquired certain
machines and equipment from ALUHETT Aluminiumwerk GmbH.
The operations of Aluhett
Aluminiumwerk GmbH consists of three operational areas, namely a
foundry, a stamping plant and a rolling mill. The foundry and the
stamping plant have been leased to the Aluwerk Hettstedt GmbH
(“Aluwerk”). The rolling mill and the corresponding
portion of the real estate in Großörner, Hüttenberg
3, was already transferred to the tenant on 11 November 1999. On 11
and 21 October 2002 the parties concluded an additional lease
effective 1 October 2002.
On the property of the Aluhett
Aluminiumwerk GmbH in Großörner, Hüttenberg 3,
namely in the rolling mill plant (hall 4 + 5), there is a Siemens
Quatro rolling mill. The owner of the Siemens Quatro rolling mill
is the Siemens Finance & Leasing GmbH. The tenant has concluded
a usage agreement with Siemens Finance & Leasing GmbH for the
Siemens Quatro rolling mill. The lessor is in negotiations to buy
the Siemens Quatro rolling mill.
The rolling
mill operations and the Siemens Quatro rolling mill should be
leased to the tenant under the following conditions. On this basis,
the parties are concluding the following lease:
Art. 1
Object of Lease
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1.
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The industrial property of the
former company property of the Aluhett Aluminiumwerk GmbH in
Großörner, Hüttenberg 3, a section of the property
listed in the land register of Großörner, sheet 1303
under no. 7, land parcel 271, land 2 along with buildings –
in the attached map = Appendix 1 in yellow (“company
property”). The company property consists of the following
(unsurveyed) area:
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Sheet 1303 no.
7
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Land
2
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Land parcel
271
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(ca.) 9,500
m²
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Total
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(ca.) 9,500
m²
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2.
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The lessor continues to lease the
tenant the machinery and equipment listed in Appendix 2a (together
“machines and equipment”).
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3.
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In addition, the Siemens Quatro
rolling mill in the hall on the company property including the band
stretching plant and secondary equipment (together “Siemens
Quatro rolling mill”, Appendix 2b)
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4.
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The lessor is letting the company
property, the machines and equipment as well as the Siemens Quatro
rolling mill (together “lease object”) for the purpose
of operating a rolling mill.
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5.
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The tenant has or will attain the
permits and technical know-how required to operate the rolling
mill.
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There is therefore no obligation
to educate on the part of the lessor within the framework of the
usage agreement.
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6.
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Access, safeguarding property:
The tenant is obligated to assume the safe- guarding of the
property, the accesses and to assume the maintenance costs in the
area of the lease object in accordance with Art. 9. The lessor will
allocate the share of the total costs for guarding the entire
company property to the tenant for the tenant’s portion of
the property. Should, in the framework of this guarding, a closing
system be required by the security service, the tenant subjugates
himself to this system at this point in time. The tenant will
assure the closed security of the leased object. The tenant will be
granted a right of way as shown in the map (Appendix 1). The right
of way will be secured at the cost of the tenant. The entry in the
land register will be made after the conveyance of ownership of the
property to the lessor.
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7.
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Media supply: the lessor will
make the existing systems available for the supply and disposal of
gas, electrical energy, water and waste water to the leased
object.
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The tenant will conclude its own
supply and service agreements with the companies responsible for
supplying media services to the site. The costs for the erection of
pipes for supplying water and waste water as well as gas and
electrical
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2
lines which are located on the property or which
will be laid/altered by the tenant will be paid for by the tenant.
The tenant is to build, independently operate and maintain as well
as bear the costs for operation and maintenance in accordance with
the written approval of the lessor.
Connection and development costs as well as
public-legal extensions (even one-offs) will be borne by the
tenant.
Should
meters for the flow of media be lacking on the company property,
the tenant will assume the installation and operational
costs.
The
supply of media to the property of the Aluhett Aluminiumwerk GmbH
is Großörner, Hüttenberg 3 is currently not
regulated in writing. In particular, the relationship of the tenant
to the aluminium plant with respect to the joint use of media on
site requires a mutual written agreement. It is the intention and
desire of the parties to mutually agree on the media supply on site
including the other tenants at the site.
Art. 2
Term of Lease
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1.
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The lease is fixed for a term of
eight years. The lease commences on 1 September 2004 and ends, as
long as it is not extended or prematurely terminated in accordance
with the conditions of this paragraph, on 31 August 2012. It is
possible at the earliest and exclusively for the tenant to
terminate the lease at 31 August 2009 with a period of notification
of three months to the end of the fifth year of the lease (31
August 2009). If the lease is not terminated by a party at 31
August 2012 with a notification period of six months, the lease
will be considered to be concluded for an undetermined period of
time and can be terminated by either party with a notification
period of six months to the end of the specific year of the
lease.
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2.
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The parties will complete a
handover certificate at the time of handover. The handover
certificate will describe the objects and condition of the
buildings on the company property. Furthermore, a description of
the status of the machinery may be completed for the machinery and
equipment by an independent expert appointed jointly by the parties
to the lease. The costs will be borne by the tenant.
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Art. 3
Rent, Secondary Costs
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1.
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The rent for the lease object
consists of a basic monthly rent and the secondary costs (together
“rent”).
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The secondary costs are
determined in accordance with the Operating Costs Directive
(BetrKVO) in the version applicable since 1 January 2004, published
in the BGBI I No. 56, pg. 2346 dated 25 November 2003, Article 2
VO). The allocable costs and the costs included in the lump sum are
shown in nos. 1 to 17 of the Appendix 3 of this agreement. They are
to be paid on a monthly basis as a lump sum. An annual settlement
will not be made.
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3
The monthly rent is:
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Basic monthly
rent:
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Until July 2006
(23 months):
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EUR
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14,500
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As of August
2006:
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EUR
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16,175
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Secondary
costs:
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EUR
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440
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Rent up to and
including July 2006:
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EUR
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14,940
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Rent as of
August 2006:
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EUR
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16,615
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(in
words:
Rent up to and including July 2006 fourteen-thousand, nine-hundred
and forty euros; Rent as of August 2006 sixteen-thousand,
six-hundred and fifteen euros)
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The secondary costs contain only
the portion of the property tax.
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2.
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The lessor reserves the right to
allocate additional secondary costs, the height and type of which
is not currently known to the lessor, by means of a special invoice
in accordance with Art. 315 of the German Civil Code.
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3.
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The lessor is authorized to
appropriately adapt the secondary costs sum if it is no longer
sufficient to cover the advance payments that the lessor makes and
this is exceeded by more than 5%. The adjustment may only be made
effective 1 April each year. The lessor must announce the
adjustment in writing at least 4 weeks in advance.
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4.
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Should the secondary costs
decrease the lessor will adjust the secondary costs sum
accordingly. The adjustment may only be made effective 1 April each
year. The lessor must announce the adjustment in writing at least 4
weeks in advance.
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5.
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The tenant is entitled to a
breakdown of the secondary costs within 4 weeks after the
conclusion of the lease.
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6.
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The lessor will invoice the
proportional costs of the security service (see Art. 1 No. 6) in a
separate invoice. The settlement will be performed on a monthly
basis with a breakdown of the total and proportional
costs.
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Art. 4
Payment of Rent
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1.
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The rent is to the paid, free of
charges, by the third working day of the month onto the account at
the Norddeutsche Landesbank Magdeburg (BLZ 25050000) Acct. No.
122037948, with the reference “8530-7690 50 011”. The
punctuality of the payment will be determined by the time at which
it is credited to the lessor’s account.
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2.
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The rent is to be paid free of
value-added tax.
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4
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3.
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The lessor is currently not
authorized to deduct the input tax. Should the landlord become
obligated to pay value-added tax, the statutory value-added tax
will be added to the rent.
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The parties agree at this time
that should this become the case, the tenant will pay the rent plus
the value-added tax.
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4.
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In case of arrears with the
payment of rent the lessor is entitled to charge 5 euros reminder
fees for every reminder. The tenant owes an interest on arrears of
5% above the applicable discount rate of the Deutsche
Bundesbank.
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Art. 5
Security
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1.
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The tenant will pay the lessor a
security deposit of € 48,525 by 30 September 2004 for which
the right to claim defeasibility and the offsetting and escrow are
excluded. The security deposit is to be paid onto the account of
the lessor at the Norddeutsche Landesbank Magdeburg (BLZ 25050000)
Acct. No. 122037948, with the reference “8530-7690 50
011”.
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The tenant has already paid a
security deposit of € 24,000 to the lessor. For that reason a
further security deposit payment of 24,525
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