EXHIBIT
10.04
[Seal on all pages of the original
document:] MIGUEL ANGEL SARAVI (H). LICENSE No.: 2495. NOTARY
PUBLIC. [Signature.] [Four illegible signatures appear at the
bottom of each page.]
This Lease Agreement is made by and
between CURTIDOS SAN LUIS S.A., with offices at Tronador 4890, piso
10º, Capital Federal, herein represented by Mr. Dante
Aldo Prati, holder of Argentine Identity Document
No. 12954501, and Mr. Julio Alberto Bozzelli, holder of
Argentine Identity Document No. 5222282, in their capacity as
Attorneys-in-fact, as evidenced by the documents submitted herein,
which shall hereinafter be referred to as “LESSOR”; and
MERCADO LIBRE S.A., with offices at Tronador 4890 – 8vo piso,
Capital Federal, herein represented by Mr. Nicolás
Szekasy, holder of D.N.I. No. 17,363,052 and
Mr. Hernán Jorge Kazah, holder of Argentine Identity
Document No. 21850737, 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:
1. PARTIES
When 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 entire
eighth 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 10 (ten)
units used as parking spaces and located on the building’s
underground floor, identified with numbers 6, 155, 157, 158, 159,
173, 193, 214, 223, 245, and a double parking space with number 111
which is closed and used as a storage room.
3. TERM
The lease term shall be thirty-six
(36) months, from April 1, 2005 to March 31, 2008.
Early termination of this lease shall be subject to the applicable
laws in force (sections 8 and 29 bis of Law No. 23091), i.e.,
after lapse of the first six (6) month period starting on
April 1, 2005, LESSEE may terminate this lease, and 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 to 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, is US$
7,288 (seven thousand, two hundred and eighty-eight United States
Dollars) for the floor leased together with the parking spaces, all
of which were specified in Clause 2 above. During the term of this
Lease, the rent shall be paid in an amount of Argentine Pesos
sufficient to purchase the amount of dollars specified above on the
floating exchange rate market; payment shall be computed to the
forward month, and rent shall be payable between the 1
st
and the
5 th
day of
the respective month from April 1, 2005, at the address herein
established by LESSOR. The minimum rent amount shall not be lower
than twenty-one thousand, two hundred and eighty pesos (AR$
21,280). 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 this amount shall be jointly reviewed every six
months in order to make any equitable readjustments as deemed
appropriate. The parties agree that, in the event of disagreement
as to the rent amount, the dispute shall be submitted to the
decision of arbitrators designated as amicable compounders. Each
party shall appoint one arbitrator and such arbitrators shall
render their award within ten business days from the acceptance of
the position as arbitrators. Should there be any dispute between
the appointed arbitrators, they shall designate a third arbitrator
whose opinion shall be final, without the right to file an appeal
with the Civil Court of Appeals. If the arbitrators fail to reach
an agreement as to the appointment of the third arbitrator, such
arbitrator shall be appointed by the L.J. RAMOS firm. In addition
to the amount stated above, LESSEE shall, from April 1, 2005,
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, Gymnasium. 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 April 1, 2005, the effective date of this
Agreement. The Value-added Tax (VAT), like 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
LESSEE herein delivers to LESSOR the
amount of US$ 14,576 (fourteen thousand, five hundred and
seventy-six United States Dollars) as security deposit, equivalent
to two months’ rent, and 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% of the monthly rent for the period during which
the security deposit was withheld since the termination of the
agreement and the delivery of the leased premises until effective
reimbursement. The PARTIES agree that such amount shall be paid at
LESSOR’s offices located at Tronador 4890 10º piso,
Capital Federal.
6. USE OF THE
PREMISES
LESSEE undertakes to use the leased
premises to conduct its business activities, by using them as an
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 clause 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 MERCADO LIBRE 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 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
