Exhibit 10.1
LEASE DEED
This Deed of Lease made and executed
on this 19th day of June, 2008, by and between 1)
MR. DINESH KUMAR, s/o Late Shri Prem Prakash Gaind aged 44 years,
residing at B-3/6,DLF Phase- I, Gurgaon and 2) MR. MANMOHAN GAIND,
s/o Late Shri Prem Prakash Gaind, aged 43 years, residing at
B-3/6,DLF Phase-I, Gurgaon (hereinafter, referred to as
“Lessors” which expression shall mean and
include their heirs, executors, successors and assigns of the One
Part), AND MIDLAND CREDIT MANAGEMENT INDIA PRIVATE LIMITED,
having its registered office at Penthouse 7,West Tower, Hotel Le
Meridien, Windsor Place ,New Delhi-110001 (hereinafter, referred to
as “Lessee” which expression shall mean and
include its successors and assigns) and represented by its
authorized signatory MR. MANU RIKHYE of the other Part.
WHEREAS
A. The
Lessors are the absolute owners of and sufficiently seized and
possessed of the land and industrial building situated at Plot
No. 520, Udyog Vihar Industrial Area, Phase III, Gurgaon
– 122015 and as more particularly described in the site plan
annexed to this Lease Deed as Schedule I and delineated in red
(hereinafter called “the Demised Premises” );
and which has been allotted and conveyed to the Lessors by HSIIDC,
vide Regular Letter of Allotment with Offer of Possession (N.I.D.P
of November 1999), bearing No. HSIDC/EO/2001/20615-616, dated
16-03-2001. The Lessors have also obtained the Sanctioned Plan for
the construction of I.T. building on the Scheduled property from
DTP, HSIIDC vide Sanction Plan dated 30-08-2005 bearing No.
HSIDC/IPC/IMT/05/3994.
B. On
the request of the Lessee, the Lessors have agreed to grant on
lease the Demised Premises measuring 29,440 sq.ft. of super built
area on the following terms and conditions:
NOW THIS DEED WITNESSETH AND IT
IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
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1.
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That in consideration of the rent
hereinafter specified and of the covenants and conditions
hereinafter contained and on the part of the Lessee to be paid
observed and performed, the Lessors hereby leases to the Lessee, in
accordance with the terms of this Deed, the Demised Premises which
includes: -level one of the basement (to be built out as a
cafeteria provided the sixth floor rooftop will be built out,
furnished and equipped promptly at the sole cost of Lessors as a
cafeteria and at no additional charge to Lessee should the use of
level one of the basement as a cafeteria ever be objected to or
closed down for any reason whatsoever, in which case level one of
the basement shall be restored to be available for parking), second
level of the basement (to be built out as a training facility),
ground, first, second, third, fourth, and fifth floors (each a
“Floor” and collectively the “Floors”), two
Floors of which shall be fully functional and permitted for use by
Lessee on a twenty-four hour, seven day a week, 365 day a year
basis.
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2.1
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That the Lease of the Demised
Premises shall be with effect from July 1, 2008 (hereinafter
called the “Effective Date”) through and including
December 31, 2010 (“the Initial Term”).
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2.2
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The Parties agree that the
obligation of the Lessee to pay rent to the Lessors is from the
Effective Date for the Initial Term as per the terms and conditions
contained herein.
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2.3
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It is agreed between the parties
that the Lessors shall not charge any rent from the Lessee, and the
Lessee is not liable for the payment of rent for the 28th month
(November2010) & 29th month (December’2010) of the
Initial Term of the this lease, and the Lessee shall occupy the
Demised Premises for these 2 months on a rent free
basis.
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3.
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The Lessee shall pay to the
Lessors the rent amount for the entire Demised Premises with a
super area measuring 29,440 sq.ft. @Rs.20/- per sq.ft. amounting to
Rs.17,75,400/- (Rupees Seventeen Lakhs Seventy Five Thousand Four
Hundred Only) payable per month which is inclusive of all costs
that is associated with the Demised Premises, to be paid in the
following manner:
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i)
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50% of the Rent
to be paid to Lessor No. 1 namely Mr. Dinesh Kumar;
and
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ii)
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The remaining
50% of the Rent to be paid to Lessor No. 2 namely
Mr. Manmohan Gaind.
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The rental amount is applicable from
the Effective Date, on the condition that all the floors are put in
operational and ready to use state by the Lessors as per clause
7(xvi). If, however if any floor is not operational and is out of
use as per the said clause, the rent payable for each month shall
be reduced automatically by one-sixth (1/6th) of the monthly
rent set forth above. Further, the Lessors shall facilitate in
making available the surface parking available for maximum number
of cars.
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4.
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The Lessee has agreed to take the
Demised Premises on lease relying upon the representations,
warranties and covenants of the Lessors hereunder, Lessors are
authorised and entitled to enter into this Lease for the Demised
Premises.
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5.
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The Lessee with the intent that
the obligations may continue throughout the Term hereby covenant
with the Lessors as follows:
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(i)
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The Lessee shall be entitled at
no additional cost to place in, on and around the Demised Premises
any signage that is permitted under applicable zoning ordinances
and private restrictions, and to install satellite dishes and other
communication equipment on the roof of the Demised Premises, the
ownership of which shall remain that of Lessee free and clear of
any claim by Lessors, and which may at Lessee’s sole option
be removed or abandoned, in either case at no charge to Lessee,
within a period of 45 days after Lessee vacates the Demised
Premises or any portion thereof.
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(ii)
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The Lessee shall at its own cost
be entitled to erect fittings, fixtures, wooden partitions, cabins
or make any such remodeling, decorating, alterations, improvements
and replacements as may be considered necessary by the Lessee, and
to place and install personal property, trade fixtures, signage,
equipment and other temporary installations in and upon the Demised
Premises, and fasten same to thereto, the ownership of which shall
remain that of Lessee free and clear of any claim by Lessors, and
all of which may at Lessee’s sole option be removed or
abandoned, in either case at no charge to Lessee, within a period
of 45 days after Lessee vacates the Demised Premises or any portion
thereof.
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(iii)
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Not to underlet, assign, transfer
part possession or permit use either of part or whole of the
Demised Premises without the prior written consent of the Lessors,
except that the Lessee may assign the Lease to or permit the use of
the Demised Premises or any part thereof to/by any associates or
affiliates of the Lessee in which the Lessee has got
interest.
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(iv)
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To yield and deliver vacant
possession of the Demised Premises to the Lessors on the expiry or
termination of the Lease in neat, tidy and tenantable condition,
normal wear and tear excepted, subject to any additions and
alterations that may have been made by the Lessee.
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(v)
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To abide by and comply with all
laws, bye laws rules and regulation of the municipal corporation
and other authorities in so far as are to be observed by a Lessee
of the Demised Premises.
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6.
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The Lessors shall indemnify,
defend and hold harmless the Lessee against any legal/monetary
obligations, damages, costs, expenses or liabilities arising out
of, as a result of or in connection with any of Lessors’s
covenants or obligations under this Lease, any requirement of the
Government/Local authorities or any other entity whatsoever, or in
case of any dispute arising in the ownership of the premises and/or
the matter of peaceful and lawful uninterrupted occupation of the
Lessee of the Demised Premises till the end of the Initial Term as
hereinabove agreed. This clause shall survive the expiration or
termination of this Lease.
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7.
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The Lessors further covenants
with the Lessee as follows:
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(i)
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To abide by and comply with all
laws, bye-laws, rules and regulations of the local bodies and other
relevant authorities, and it has any and all permits, consents,
certificates, approvals and other permissions from all appropriate
government authorities (including, without limitation, the HSIDC,
the Estate Officer(s) and other fire and building code authorities)
necessary for the lawful occupancy of the Demised Premises and
stating a permitted purpose of use that covers Lessee’s
business purposes.
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(ii)
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To pay, other than the Service
Tax/Value Added Tax as may be applicable for the lease of the
Demised Premises which shall be payable solely by Lessee. All
taxes, levies and charges applicable to and in respect of the
Demised Premises, including the house tax, ground rent and
municipal taxes, levies and other charges shall be payable by the
Lessors. However, it is agreed between the parties that during the
Intial Term the Lessee shall only be liable for any Service
Tax/Value Added tax that may be attracted by virtue of leasing the
Demised Premises from the Lessors under this Lease Deed. The
Service Tax/ Value Added tax at the prevailing rates prescribed by
the government from ti
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