EXHIBIT
10.03
190
[Seal on all pages of the original
document:] MIGUEL ANGEL SARAVI (H). LICENSE No.: 2495. NOTARY
PUBLIC. [Signature.] [Four signatures 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,
hereinafter referred to as “LESSOR”; and MERCADO LIBRE
S.A., with offices at Tronador 4890 – 2do piso, Capital
Federal, herein represented by Mr. Nicolás Szekasy,
holder of Argentine Identity Document No. 17363052 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
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
sixth 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 1, 2, 3, 5, 68, 220, 88,
89, 90, 221, and 1 (one) parking space located at the
building’s parking lot with its entrance on Pico
street.
3. TERM
The lease term shall be thirty-six
(36) months, from April 1, 2004 to March 31, 2007.
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, 2004, 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. RENT AND PAYMENT CURRENCY
The monthly rent
payable by LESSEE, which is mutually agreed by the parties, is US$
6,403 (six thousand, four hundred and three 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, 2004, at the address herein
established by LESSOR. The minimum rent amount shall not be lower
than eighteen thousand, five hundred and seventy-two pesos (AR$
18,572). 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. 23091, 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, 2004,
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, 2004, 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. GRACE PERIOD.
The parties agree that LESSEE shall
not pay the rent for the period from on April 1, 2004 to
April 11, 2004, since such amount shall be deemed as
compensation for the improvements to be made on the premises.
However, LESSEE shall pay from the effective date of this Agreement
any and all relevant taxes, assessments, contributions, expenses
and expenditures.
6. SECURITY
DEPOSIT
LESSEE herein delivers to LESSOR the
amount of US$ 12,806 (twelve thousand, eight hundred and
