[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
MASTER LEASE AGREEMENT
----------------------
This MASTER LEASE AGREEMENT, has been executed in Warsaw on September 29, 1997
by and between:
(1) ING LEASE (POLSKA) SP. Z O.O, having its registered seat in Warsaw, ul.
Emilii Plater 28, 00-688 Warsaw (the "Lessor"), represented by Martin M.
Kok, General Manager, Del R. Chandler, Sales Director Corporate Market; and
(2) BANKOMAT 24 / EURONET SP. Z O.O., having its registered seat in Warsaw, al.
Jerozolimskie 65 / 79, 00-697 Warsaw (the "Lessee"), represented by Dennis
H. Depenbusch, Managing Director.
RECITALS
--------
WHEREAS, the Lessor is engaged in the leasing of bankomats (ATMs); and
WHEREAS, the Lessee wishes to lease such equipment from the Lessor; and
WHEREAS, the Lessor and the Lessee wish to enter into a relationship whereby the
Lessee would lease the equipment from the Lessor;
NOW THEREFORE, the parties to this Master Lease Agreement have agreed as
follows:
ARTICLE I
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GENERAL PROVISIONS
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1.1. Subject to the terms and conditions set forth in this Agreement, the
Lessor hereby agrees to purchase and make available on lease to the
Lessee the lease objects selected by the Lessee in accordance with
provisions of the Article II below and the Lessee hereby agrees to
accept from the Lessor such lease objects on lease.
1.2 The Lessee hereby confirms that it has read and is in full agreement
with all the provisions of the General Conditions of Operating Lease of
ING Lease (Polska) Sp. z o.o. (the "General Conditions of Operating
Lease"), being annexed to this Agreement and hereby agrees that the
General Conditions of Operating Lease apply to and form a part of this
Agreement. The parties agree to the following exceptions and revisions
in the General Conditions:
Clause 1 -The parties agree that the term "Lease Documents" shall
also include the Master Lease Agreement"
Clauses
3.5(a)
3.5(b)
3.5(d) - not applicable
Master Lease Agreement
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Clause 6.1 - the parties agree that the ATMs will be affixed
to real estate where site agreements confirm that the
landowner has no title to ATM's.
Clause 6.3 - the parties agree that only the registration
number to be provided to the Lessor.
Clause 8.1 - the parties agree that the leased objects will be
used exclusively by the Lessee except for the use by
third parties in the normal usage of the machine.
Clause 8.2 - the parties agreed to the Territory of Poland, as
long as the Lessor is notified of exact location.
Clause 8.3 - at the end the following phrase shall be added:
"except as it relates to it intended use".
Clauses 9.2
and 9.3 - added: "the Lessee will provide the Lessor with the
name and address of a maintenance company.
Clause 9.3,
9.4, & 9.5 - the parties agree that the Lessee has the right to
choose the insurer, with the approval of the Lessor.
Clause 9.5(d) - the parties agree that Lessee may renew it's
insurance contracts on an annual basis.
Clause 9.5 (e) - added: "the Lessor will be the sole beneficiary with
respect to the lease objects in question".
Clause 9.6 - the parties agree that since notice of cancellation
from the Lessee's insurance company is required
notification of every insurance payment is not
required.
Clause 9.7 - the parties agree that minor repairs of card readers
will be deemed normal maintenance.
Clause 9.9 (b) - replaced with: "the aggregate of all principal
portions of the remaining part of the entire lease
period and the estimated market value.
Clause l0 - excluded.
Clause 11 - the parties agree this clause will be in force only
after 7 (seven) working days after the occurrence of
any of the events referred therein.
Clause l3.1 - added: "Unless in the reasonable opinion of the
lessor an immediate inspection is necessary. Such
inspection will not interfere with the normal operation
of the lease object.
Master Lease Agreement
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Clause 14 - the parties agree that the amounts of the offered
lease payments should not excess current market rates.
Clause l6 - the parties agree that the Lessor may require
additional security upon the occurrence of any of the
events listed in Clause 11.1 of the General Conditions.
Clause l6 (I)
and (J) - removed.
1.3 In this Master Lease Agreement:
(a) unless the context otherwise requires, words denoting the
singular include the plural and vice-versa;
(b) references to a specified Article, Section or Exhibit shall be
construed as a reference to that specified Article, Section or
Exhibit of this Master Lease Agreement;
(c) the headings are inserted for convenience of reference only
and shall not affect the interpretation of this Master Lease
Agreement.
(d) unless this Master Lease Agreement provides expressly
otherwise, all terms used herein shall have the meaning defined in
the Lease Agreements (as defined in Section 2.l below) and the
General Conditions of Operating Lease of ING Lease (Polska)
Sp. zo.o..
ARTICLE II
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LEASE AGREEMENTS, LEASE OBJECT AND INITIAL VALUE
------------------------------------------------
2.1 Subject to the terms and conditions of this Master Lease Agreement, in
order to lease assets the parties to this Master Lease Agreement shall
conclude Operating Lease Agreements in the substance and form annexed
to this Master Lease Agreement as Exhibit 1 ("Lease Agreements"). Such
Lease Agreements can be concluded only if a total value of assets to be
leased by the Lessee under a single Lease Agreement is not lower than a
countervalue of USD 200,000.00 (two hundred thousand US Dollars) (app.
PLN 700,000.00 presently) (exclusive VAT) and provided that the value
of a single asset to be leased is not lower than a countervalue of USD
15.000 (fifteen thousand US Dollars) (app. PLN 52.500.00 presently)
(exclusive VAT). The USD/PLN exchange rate (sell) of ING Bank Warsaw
Branch will be applicable for the purpose of above mentioned
calculation. The total net price of assets to be leased under this
Master Lease Agreement should not exceed a PLN equivalent of DEM
3,615,000.00 (three million six hundred fifteen DEM) ("Lease Facility
Amount").
2.2. The Lease Agreement will be concluded every time according to the
substance and form annexed to this Agreement as Exhibit No 1, unless
both parties agree and sign a Lease Agreement in a different substance
and/or form. Then, in the event of a conflict between the provisions of
such a Lease Agreement and the provisions of this Master Lease
Agreement, the provisions of the Lease Agreement shall prevail.
Master Lease Agreement
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2.3. Only Bankomats (ATMs) will be purchased by the Lessor under this Master
Lease Agreement and will be the object of any Lease Agreement.
2.4. Lessor will pay the purchase price to the Supplier after the Record of
Delivery is signed by the Lessee.
2.5. Non performance under any of the Lease Agreements will be understood as
non performance under all Lease Agreements.
2.6. During the period of this Master Lease Agreement and any Lease Agreement,
the Lessee shall submit the following documents to the Lessor
(a) every six months a copy of its monthly income tax reports and, if
applicable, its annual statistical (F-02) and income tax reports - by
April 30 of each calendar year, and
(b) every six months a certificate from the appropriate tax office and
social security administration confirming that the Lessee is not in delay
of payment of any tax obligations or social security charges, and
(c) in respect of each fiscal year, the annual balance sheet and profit
and loss account with an auditor's opinion and report, if audit is
required, and relevant resolutions approving these documents - within 2
(two) weeks from their approval, but not later than 9 (nine) months from
the end of such a fiscal year.
ARTICLE III
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INITIAL LEASE VALUE
-------------------
Subject to Section 2.1 and 2.4 above, the purchase price for the equipment
selected by the Lessee under this Master Lease Agreement will be paid to the
suppliers by the Lessor directly against VAT invoices issued by the respective
suppliers, until the Minimal Lease Value is reached, but no event later than 2
(two) months from the payment of the purchase price to a supplier ("Initial
Lease Period") each time the Minimal Lease Value is reached, the Lessee shall
enter forthwith into a Lease Agreement with the Lessor-however the Lessee will
be separately invoiced for using of the equipment in accordance with Section 6.1
(b) and the provisions of the General Conditions shall apply mutatis mutandis to
such a use.
ARTICLE IV
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LEASE PERIOD
------------
Each Lease Agreements concluded under this Master Lease Agreement shall be for a
fixed period of 60 (sixty) months, which is the period of depreciation of the
assets being the objects of such Lease Agreement unless the parties agree upon
otherwise in writing.
ARTICLE V
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EXTENSION OF THE LEASE
----------------------
Provided that the Lessee for the basic lease period meets all its obligations
under the Lease Documents, the Lessor shall, at the Lessee's written request for
extension of the lease, delivered to the Lessor not later than two months prior
to the date of expiration of the basic lease period, an offer to the Lessee to
extend the term of the extension period and the amounts of the lease payments to
be made by the Lessee during such extension period, determined by the Lessor in
its absolute discretion,
Master Lease Agreement
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taking into account inter alia the estimated market value. The Lease Agreement
so extended may be subject to further extension in accordance with the Lessors
offer and on the basis of a new estimated market value. The provisions of the
General Conditions shall apply to each Lease Agreement as extended pursuant to
this Article V.
ARTICLE VI
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PAYMENTS
--------
6.1.The Lessee hereby agrees to make the following payments to the Lessor with
respect to each Lease Agreement concluded under this Master Lease Agreement:
(a) An expense payment of 1% (one percent) of the Lease Facility Amount,
that is PLN 69,664,67 (sixty nine thousand six sixty four and 67/100
PLN) payable to the Lessor directly upon signing of the offer letter
arranging the lease facility with the Term Sheet subject to Credit
Approval.
(b) An initial payment; which is a payment for using the lease objects
between the delivery of the relevant lease object and signing of a Lease
Agreements equal to interest accrued in that time at a rate applied by
the Lessor for calculation of lease payments, the initial payment will
be applied in case the purchase of a single lease object will not cause
the execution of a single Lease Agreement according to Section 2.1 and
Article III.
(c) The following monthly lease payments:
for the first 3 months DEM 0.00,
for the next 9 months DEM 17.97 for each DEM 1,000.00,
for the next 12 months DEM 20.06 for each DEM 1,000.00,
for the next 36 months DEM 22.99 for each DEM 1,000.00
of the initial value expressed in DEM in the relevant Lease Agreement
and as stated in each Lease Agreement
The lease payments shall be made in arrears.
The lease payments are calculated on the basis of then DEM interbank
interest rates as at March 19, 1997. Should the interbank interest rate
change on a drawdown date, the lease payments will be changed
accordingly.
The Lessor estimates that the estimated market value should amount to
2.00% of the initial value of the Bankomats (ATMs) upon expiration of
the basic lease period.
(d) The cost of financing of a VAT amount on value, at the rate equal to
WIBOR plus 2% payable for the period it takes the Lessor to reclaim the
VAT from the tax authorities. The Lessee will be invoiced separately
within 14 days after the Lessor received VAT amount.
The Lessor has agreed that if the tax authorities pay the Lessor at half
the statutory rate, the Lessee would then pay the difference between the
WIBOR plus 2% and that paid by the tax authorities. Should it be
subsequently determined that the delay in receiving the VAT was the
result of negligence on the part of Lessor, the interest paid by the
Lessee for such delay period would be refunded.
Master Lease Agreement
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6.2. All payment under this Master Lease Agreement and each Lease Agreement
shall be made in PLN according to the exchange rate (sell) of ING Bank
N.V. Warsaw Branch.
6.3. To each payment VAT should be added at the rate applicable at the time
when the payments become due and shall be paid by the Lessee.
ARTICLE VII
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INSURANCE
---------
7.1. The Lessee will insure the lease object as long as any Lease Agreement
entered under this Agreement is in force. The equipment leased under such
a Lease Agreement is insured for the benefit of the Lessor in the
insurance company provided by the Lessee and approved by the Lessor.
ARTICLE VIII
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SECURITIES
----------
8.1. As security for the timely and complete satisfaction of the lessee's
obligations under this Master Lease Agreement, the Lease Agreements, the
Lessee shall establish the following forms of security in favor of the
Lessor:
- The guarantee from EURONET SERVICES Inc., a Delaware corporation,
traded on the USA Nasdaq under the symbol "EEFT", ("Euronet"), in favor
of the Lessor, in the substance and form attached as Exhibit 2
("Guarantee").
- The guarantee will be secured by a grant of a security interest in an
account of Euronet with UBM Bank, Kansas City, Missouri, ("UBM Bank") in
favour of the Lessor, by blocked deposit account agreement in substance
and form attached hereto as Exhibit 2 ("Blocked Deposit Account
Agreement"). The Lessee will provide the Lessor with all documents
pertaining to such account and what deposit services and costs are
offered.
On the later of September 29, 1997 or the signing of this Master Lease
Agreement the Guarantor will deposit the amount of DEM 2,530,500.00 (two
million five hundred thirty thousand and five hundred German mark)
("Blocked Funds") on the account mentioned above pursuant to the Blocked
Deposit Account Agreement signed by Euronet, the Lessor and UBM Bank,
subject to the provisions set forth below [condition (1)]. As a
requirement of UMB Bank Euronet Services Inc. may deposit the equivalent
of DEM 2,530,500.00 in USD.
(i) The Lessor agrees to release all or part of the blocked funds upon
fulfillment of the conditions of release set forth below, as follows:
The dates of the releases and corresponding amounts mentioned here under
are respectively set and calculated based on the assumption, that the
total facility is drawn in full. In case the total facility is not drawn
within two months of commencement of this agreement, the lessor may
adjust the repayment schedule pro rata parte.
Master Lease Agreement
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-automatic release upon fulfillment of the Conditions of Release
(b) and (g) mentioned here under on:
01-Dec-l998 DEM 361.500.00
01-May-1999 DEM 234,975.00
01-Nov-1999 DEM 90,375.00
01-May-2000 DEM 506,100.00
01-Nov-2000 DEM 144,600.00
01-May-2001 DEM 108,450.00
-additional budget release upon fulfillment of the Conditions of
Release (b), (c), (d), (f) and (g):
01-May-2000 DEM 361,500.00
01-Nov-2000 DEM 361,500.00
-release of the remaining part of the Blocked Funds upon
fulfillment of conditions (b), (c), (d), (e), (f) and (g):
01-May-2001 DEM 361,500.00
(ii) The Conditions of Release are:
(a) The guarantee of Euronet Services Inc. in favour of ING shall have
been provided in a form satisfactory to ING, and shall be valid, binding and
enforceable against Euronet Services Inc.; such guarantee to be in place until
the expiry of the last existing lease granted by the Lessor pursuant to the
Master Lease Agreement and/or any Operating Lease Agreement made pursuant
thereto;
(b) All payments of principal shall have been made by the Lessee to the
Lessor under the Master Lease Agreement, and under all Operating Lease
Agreements in place pursuant thereto;
(c) Additional budget releases, from May 1, 2000, contingent upon
Lessee achieving within 10% of projected P&L (Exhibit 3). Before the above
mentioned date the releases are automatic. For the years 2000, 2001 and 2002
lessee will provide lessor with new projection.
(d) Actual year-end releases on the basis of annual audited reports;
actual half-year releases on the basis of management reports.
(e) Actual total release of remaining deposit on May 31, 2001, if a P&L
projection of the Lessee, in form or content to be agreed as between Lessor and
Lessee, and to be submitted by Lessee and Lessor not later than 15 months prior
to May 31, 2001, is met within an allowance of 10%. For the avoidance of doubt,
if P&L projection cannot be so agreed, is not submitted within such timeframe,
or such P&L projection is not met within permitted allowance, there should be no
total release of remaining deposit on May 31, 2001.
(f) Budget release will only be permitted on condition that there will
be no dividend payment to the Guarantor (Euronet Services Inc.), and on
condition that the budgeted projections of the Lessee are met within an
allowance of 10% of the projected P&L, as at the point in time of the intended
release; and
(g) There shall have been no default under the Master Lease Agreement,
under any Operating Lease Agreement, under the Guarantee of Euronet Services
Inc., or under the Blocked Deposit Account Agreement, by either the Lessee or
the Guarantor, which such default has not been cured to the satisfaction of the
Lessor.
ARTICLE IX
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TERMINATION
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Master Lease Agreement
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9.1 This Master Lease Agreement may be terminated:
(a) at any time by both parties upon mutual written agreement; or
(b) by either party hereto upon three months' notice or.
(c) by the Lessor, after 7 working days, upon the occurrence of any of the
event referred to in Clause 11.1 of the General Conditions (as
stipulated in Article 1.2.11.
9.2. Notwithstanding any other provisions of this Master Lease Agreement,
termination of this Master Lease Agreement shall not constitute the termination
of any of the Lease Agreements nor shall affect in any way such Lease
Agreements, which shall remain in force and effect.
ARTICLE X
---------
GOVERNING LAW: ARBITRATION
--------------------------
10.1 This Master Lease Agreement shall be governed by and construed in
accordance with the laws of the Republic of Poland. To all matters not
regulated by this Agreement, the relevant provisions of the Polish
Civil Code shall apply.
10.2 Any dispute arising out or in connection with this Master Lease
Agreement shall be submitted to and resolved by the Arbitration Court
at the National Chamber of Commerce (Krajowa Izba Gospodarcza) in
Warsaw in accordance with its Rules.
ARTICLE XI
----------
EXHIBITS
--------
11.1 The following Exhibits hereto are an integral part of this Master Lease
Agreement:
(a) Exhibit 1 Form of Operating Lease Agreement
(b) Exhibit.2 Form of the Guarantee with apendixed Blocked
Deposit Account Agreement
(c) Exhibit 3 Projected P&L
ARTICLE XII
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MISCELLANEOUS
-------------
12.1 Entire Agreement
----------------
This Master Lease Agreement constitutes the entire agreement and
understanding between the parties of this Master Lease Agreement with
respect to the subject matter contained herein and cancels and
supersedes any and all prior representations, communications,
negotiations, expressions of intentions, agreements and understandings
with respect thereto.
Master Lease Agreement
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12.2 Severability - Waiver
---------------------
If any provision of this Master Lease Agreement is or becomes illegal,
invalid or unenforceable in any jurisdiction, it shall not affect or
impair the legality, validity or enforceability in such jurisdictions of
any other provisions of this Master Lease Agreement nor shall it affect
or impair the legality, validity or enforceability in other
jurisdictions of such provision or any other provisions of this Master
Lease Agreement.
The failure of any party of this Master Lease Agreement to insist upon
the strict performance of any of the terms and conditions of this Mastre
Lease Agreement or to exercise any of its rights under this Master Lease
Agreement or law shall not be construed as a waiver of any such term or
condition or right and shall not in any way effect the right of such
party to enforce such term, condition or right.
12.3 Assignment
----------
The Lessor has the right to assign, without the consent of the Lessee,
all its rights and obligations under this Mastre Lease Agreement or any
Lease Agreement to any third party, however the assignment of all rights
and obligations under this Master Lease Agreements shall be construed as
assignment of all rights and obligations under all Lease Agreements.
12.4 Notices
-------
Each notice, waiver and other communication or document made or
delivered by one party to the other party or parties pursuant to this
Master Lease Agreement shall be in the English language and Polish
language.
Any notice, waiver or other communication required to be given hereunder
shall be in writing and shall be effected by registered letter, by
delivery by hand or courier, accompanied by facsimile transmission to
the facsimile number, as the case may be, of the party to be served
therewith set out below (or to such other address or facsimile number as
the person to be served shall have specified for such purpose in writing
to the person who is to serve such notice or other communication), and
shall be deemed to have been served when left at the address of the
addressee:
Notices to ING Lease:
--------------------
ING Lease (Polska) Sp. z o.o.
ul. Emilii Plater 28
00-688 Warsaw, Poland
Fax: 630 38 59
Attention: Martin M. Kok
Notices to BANKOMAT 24/EURONET Sp. z o.o..:
-------------------------------------------
BANKOMAT 24/EURONET Sp.z o.o.
al. Jerozolimskie 65/79
Master Lease Agreement
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ING LEASE POLSKA
00-697 Warsaw, Poland
Fax: 630 68 72
Attention: Dennis H. Depenbusch
Notices to Euronet Services Inc.
--------------------------------
Euronet Services Inc.
c/o Al. Jerozolimskie 65/79
00-697 Warsaw, Poland
Fax: 630 68 72
Attention: Bruce S. Colwill
12.5 Filings
-------
Each party hereto agrees with the other party and undertakes to make
such filings, recordings and registrations which are required to
perfect or protect the rights and interest of such party hereunder and
to execute, deliver, furnish, acknowledge to do and perform and to
procure the doing of any act, conveyance and assurance which in the
reasonable discretion of the Lessor is or may be appropriate or
necessary under any applicable law to complete and consummate the
transactions contemplated by this Master Lease Agreement.
12.6 Language - Counterparts
-----------------------
This Master Lease Agreement has been prepared in Polish and English
version. In the event of a dispute the English version shall prevail.
This Master Lease Agreement hereto have been executed in four
originals: two in Polish and two in English, one language version for
each party.
For and on behalf of [SIGNATURE APPEARS HERE] For and on behalf of
ING Lease (Polska) Sp. z o.o. BANKOMAT 24/ EURONET Sp. z o.o.
/s/ Martin M. Kok
- ---------------------------- ----------------------------
Martin M. Kok Dennis H. Depenbusch
General Manager Managing Director
/s/ Del R. Chandler
- ----------------------------
Del R. Chandler
Sales Director Corporate Market
[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
Dated June 13, 1997
OPERATING LEASE AGREEMENT
-------------------------
No 300034/LD/0
--------------
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ING LEASE POLSKA
OPERATING LEASE AGREEMENT
-------------------------
No.: 300034/LD/0
("Agreement") executed in Warsaw on June 13, 1997 by and between:
ING Lease (Polska) Spolka z ograniczona odpowiedzialnoscia having its seat in
Warsaw, ul. Emilii Plater 28, hereinafter referred to as the "lessor",
represented by:
Mertin M. Kok, General Manager; and
Krzysztof Bielecki, Sales and Marketing Director.
and
Bankomat 24 / Euronet Spolka z ograniczona odpowiedzialnoscia having its
seat in Warsaw, al. Jerozolimskie 65/79, hereinafter referred to as the
"lessee", represented by:
Dennis H. Depenbusch, Managing Director.
WHEREAS, on June 10, 1997, the perties entered into a Master Lease Agreement
- ----------------------------------------------------------------------------
("Master Lease Agreement")
------------------------
THE PARTIES DECLARE TO HAVE AGREED AS FOLLOWS:
- ----------------------------------------------
1. General provisions
------------------
1.1. Subject to the terms and conditions set forth in this Agreement, the
Master Lease Agreement and other Lease Documents, the lessor hereby
agrees to purchase and make available on lease to the lessee the lease
object selected by the lessee and described in Clause 2 below and the
lessee hereby agrees to accept from the lessor such lease object on
lease.
1.2 The lessee hereby acknowledges that it has read and is in full agreement
with all the provisions of the General Conditions of the Operating Lease
of ING Lease (Polska) Sp. z o.o. annexed to this Agreement ("General
Conditions") and hereby agrees that the General Conditions apply to and
form part of this Agreement as if the same were set out in extenso herein
subject to the exceptions and revisions stipulated in Clause 8.2 below.
The parties agree that in the event of a conflict between the provisions
of the General Conditions and the provisions of this Agreement, the
provisions of this Agreement shall prevail.
1.3 The term "zloty equivalent" as used in this Agreement shall be construed
as the zloty (PLN) equivalent of the German mark (DEM) according to the
exchange rate of ING Bank N.V. Warsaw Branch for the sale of German mark.
In the event that the German mark ceases to be the lawful currency (legal
tender) of Germany and is replaced by the EURO, then the "zloty
equivalent"
Operating Lease Agreement
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shall be the zloty equivalent of the EURO (according to the above
mentioned rate of exchange) and the German mark amounts set out in this
Agreement shall be converted from the German mark to the EURO according
to the officially binding conversion rate; such replacement of the German
mark by the EURO shall not be a reason for the termination, annulment,
renouncement or other cancellation of this Agreement or of any revision
of this Agreement or any prepayment of any amount due under this
Agreement unless explicitly agreed in writing by the Parties.
1.4. The lessee hereby declares that the lease object and the supplier of the
lease object, described in Clause 2 below, have been selected and
assessed by it and the lease object fully corresponds to its intended use
at the lessee's business.
1.5 This Agreement shall come into effect subject to the collective
fulfillment of all the following conditions:
(ii) the lessee has properly created the security required in Clause 5
below; and
(ii) the sale contract of the lease object has been concluded.
This Agreement shall come into effect on the day when the final of all
the conditions listed in the preceding sentence is satisfied,
2. Lease object
------------
2.1. Description of the lease object:
35 Bankomats (ATMs):
-5 pieces IBM banking machines
Type: 4783 F 04 serial numbers: 4783 4112782
4783 4112783
4783 4112784
4783 4112785
4783 4112786
-5 pieces IBM banking machines
Type: 4788 00B serial numbers: 4788 4107020
4788 4107021
4788 4107022
4788 4107023
4788 4107024
-25 pieces IBM banking machines
Type: 4789 004 serial numbers: 4789 4112253 4789 4112266
4789 4112254 4789 4112267
4789 4112255 4789 4112268
4789 4112256 4789 4112269
4789 4112257 4789 4112270
4789 4112258 4789 4112271
Operating Lease Agreement
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4789 4112259 4789 4112272
4789 4112260 4789 4112273
4789 4112261 4789 4112274
4789 4112262 4789 4112275
4789 4112263 4789 4112276
4789 4112264 4789 4112277
4789 4112265
2.2 Supplier of the lease object:
IBM World Trade Corp.
Old Orchard Road, Armonk,
New York 10504, USA
2.3 The lessee hereby agrees to take delivery of the lease object from the
supplier described above in accordance with the conditions agreed
separately by the lessee and the supplier.
2.4 The initial value:
The amount of PLN 2,333,735.36 (two million three hundred thirty three
thousand seven hundred thirty five and 36/100 Polish Zlotys), which is an
equivalent of DEM 1,251,668.20 (one million two hundred fifty one six
hundred sixty eight and 20/100 German marks) according to exchange rate
(buy) of ING Bank Warsaw of 13/06/1997.
2.5 The estimated market value:
The zloty equivalent of DEM 25,033.36 (twenty five thousand thirty three
and 36/100 German mark) calculated on the date of elapse of the basic
lease period, or on the date of expiration or termination of this
Agreement as the case may be exclusive of VAT.
2.6 The lease object shall be initially located at:
to be specified by Lessee.
3. Basic lease period
------------------
The lease under this Agreement is entered into for a fixed period of 60
(sixty) months, commencing on the date of signing of the Record of
Delivery and Acceptance (as defined in the General Conditions) by the
lessee and the supplier.
4. Lessee's Payments
-----------------
4.1 Subject to Clause 4.4 below, the lessee hereby agrees to make to the
lessor the following payments in accordance with the relevant provisions
of the General Conditions and the Master Lease Agreement:
(a) The following monthly lease payments:
for the first 3 months DEM 0.00
for the next 9 months DEM 22,561.24,
for the next 12 months DEM 25,046.25,
for the next 36 months DEM 28,773.76
Operating Lease Agreement
[LOGO OF ING LEASE APPEARS HERE] Page 4
ING LEASE POLSKA
The lease payments shall be made in arrears.
The lease payments are calculated on the basis of then DEM interbank
interest rates as at March 19, 1997. Should the interbank interest rate
change on a drawdown date, the lease payments will be changed
accordingly.
Each of the payment is to be made in PLN being an equivalent of the
relevant amount in DEM, calculated on the date of issuing of an invoice.
4.2 The first lease payment is due and payable within 3 (three) month
commencing as of the date of signing of the Record of Delivery and
Acceptance.
Each consecutive lease payment is due and payable each month on the day
which corresponds in date to the day on which the Record of Delivery and
Acceptance was signed.
4.3 The lessee shall make all payments required under this Agreement to the
lessor's bank account at ING Bank N.V.. Warsaw Branch, No. 18000005-
27901, or any other bank account designated by the lessor to the lessee
in writing.
4.4 Value added tax shall be added to each of the expense payment, the
initial payment and the lease payment (except for the guarantee
deposit). The lessee declares that it is a registered payer of value
added tax and its Tax Identification Number (NIP) is: 526-10-30-333 and
that it irrevocably authorizes the lessor to issue during the entire
lease period VAT invoices without the signature of an authorized
representative of the lessee and, if for any reason any new
authorization is required or needed in this respect, it agrees to
promptly deliver such new authorization to the lessor.
5. Security
--------
The timely and complete satisfaction of the lessee's obligations under this
Agreement, the General Conditions and other Lease Documents shall be secured
(a) as stipulated in Article VII of the Master Lease Agreement and
(b) by a blanc promissory note issued by the Lessee in favor of Lessor together
with a promissory note declaration in the form and substance of Appendix No. 3
to this Agreement
6. Insurance
---------
The lessee shall insure the lease object pursuant to Clause 9.5 of the
General Conditions. The equipment is insured for the benefit of the
Lessor in the insurance company provided by the Lessee and approved by
the Lessor
[LOGO OF ING LEASE APPEARS HERE] Operating Lease Agreement
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ING LEASE POLSKA
7. Reporting obligations of the Lessee
-----------------------------------
The Lessee shall submit the financial documents to the Lessor as
stipulated in the Master Lease Agreement.
8. Final provisions
----------------
8.1 The following Appendices hereto are an integral part of this Agreement:
(a) Appendix No. 1 General Conditions of Operating Lease of ING Lease
(Polska) Sp. z o.o.;
(b) Appendix No.2 A blanc promissory note declaration issued by
BANKOMAT 24 / EURONET SP. Z O.O.
(c) Appendix No.3 Guarantee issued by EURONET SERVICES Inc., A
Delaware corporation, traded on the USA Nasdaq
under the symbol "EEFT" with annexed Blocked
Deposit Account Agreement.
8.2 This Agreement, together with the General Conditions and the other Lease
Documents, constitutes the entire agreement and understanding between the
parties as to the subject matter hereof. For the avoidance of doubt, the parties
hereby confirm that at the date of this Agreement they are not in agreement with
each other as to the sale or other transfer of title to the lease object to the
lessee during or after the lease period. To any matter not regulated by this
Agreement the provisions of the General Conditions shall apply. The parties
agree to the exceptions and revisions in the General Conditions:
Clause 1 -The parties agree that the term "Lease Documents"
shall also include the "Master Lease Agreement"
Clauses
3.5 (a)
3.5 (b)
3.5 (d) - not applicable
Clause 6.1 - the parties agree that the ATMs will be affixed to
real estate where site agreements confirm that the
landowner has no title to ATM's.
Clause 6.3 - the parties agree that only the registration number to
be provided to the Lessor.
Clause 8.1 - the parties agree that the leased objects will be used
exclusively by the Lessee except for the use by third
parties in the normal usage of the machine.
[LOGO OF ING LEASE APPEARS HERE] Operating Lease Agreement
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ING LEASE POLSKA
Clause 8.2 - the parties agreed to the Territory of Poland, as
long as the Lessor is notified of exact location.
Clause 8.3 - at the end the following phrase shall be added:
"except as it relates to it intended use".
Clauses 9.2
and 9.3 - added: "the Lessee will provide the Lessor with
the name and address of a maintenance company.
Clause 9.3,
9.4, & 9.5 - the parties agree that the Lessee has the right to
choose the insurer, with the approval of the Lessor.
Clause 9.5(d) - the parties agree that Lessee may renew it's
insurance contracts on an annual basis.
Clause 9.5 (e) - added: "the Lessor will be the sole beneficiary
with respect to the lease objects in question".
Clause 9.6 - the parties agree that since notice of cancellation
from the Lessee's insurance company is required
notification of every insurance payment is not
required.
Clause 9.7 - the parties agree that minor repairs of card
readers will be deemed normal maintenance.
Clause 9.9 (b) - replaced with: "the aggregate of all principal
portions of the remaining part of the entire lease
period and the estimated market value.
Clause l0 - excluded.
Clause 11 - the parties agree this clause will be in force only
after 7 (seven) working days after the occurrence of
any of the events referred therein.
Clause l3.1 - added: "Unless in the reasonable opinion of the
lessor an immediate inspection is necessary. Such
inspection will not interfere with the normal
operation of the lease object.
Clause 14 - the parties agree that the amounts of the offered
lease payments should not excess current market
rates.
Clause l6 - the parties agree that the Lessor may require
additional security upon the accurence of any of the
events listed in Clause 11.1 of the General
Conditions.
Clause l6 (I)
and (J) - removed.
[LOGO OF ING LEASE APPEARS HERE] Operating Lease Agreement
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ING LEASE POLSKA
8.3 Any amendments to this Agreement shall not be valid unless made in
written form.
8.4 This Agreement and the Appendices hereto have been executed in four
originals: two in Polish and two in English, one of each language
version for each party. In the event of any discrepancy between the
Polish and English version, the English version shall prevail. The
lessee hereby acknowledges that it has read and fully understands the
English version of this Agreement and of all Appendices, including the
General Conditions.
For the lessor: For the lessee:
/s/ Martin M. Kok [SIGNATURE APPEARS HERE]
------------------------- --------------------------
Martin M. Kok Dennis H. Depenbush
General Manager Managing Director
/s/ Krzysztof Bielecki BANKOMAT 24/ EURONET
------------------------- Sp.z o.o
Krzysztof Bielecki 00-697 W-wa, Al. Jerozolimskie 65/79
Sales and Marketing Director tel: 630-68-70, fax: 630-68-72
NIP: 526-10-30-333
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
ANNEX NO. 1
TO THE OPERATING LEASE AGREEMENT
NO 300034/LD/0 dated 13/06/1997
executed in Warsaw on June 16, 1997 by and between:
ING Lease (Polska) Sp. z o.o.
address: 00-688 Warsaw, ul. Emilii Plater 28, represented by:
Martin M. Kok - General Manager
Wim Steenkamer - Director Finance and Administration
hereinafter referred to as the Lessor
and
Bankomat 24/Euronet Sp. z o.o.
address: 00-697 Warsaw, Al. Jerozolimskie 65/79, represented by:
Dennis H. Depenbusch - Managing Director
hereinafter referred to as the Lessee
1. Due to the increase of the value of the lease object, the contract is
changed as follows:
a) Starting from July 1997 monthly lease payments have been
increased and there are as follows:
for the first 3 months DEM 0.00
for the next 9 months DEM 24.395,32
for the next 12 months DEM 27.231,98
for the next 36 months DEM 31.203,31
(exclusive of VAT) payable on 15th day of each consecutive month (60 payments).
b) Estimated Market Value of lease object is changed and is: DEM 27.150,05
(say: twenty seven thousand one hundred fifty and 05/100 German Mark)
- exclusive of VAT.
All above mentioned amounts payable in PLN according to the lease contract.
2. All other conditions of the Operating Lease Agreement No 300034/LD/0 have
not been changed and remain in force.
For Lessor For Lessee
/s/ Martin M. Kok [SIGNATURE APPEARS HERE]
- -------------------------- -----------------------------
Martin M. Kok Dennis H. Depenbusch
General Manager Managing Director
[SIGNATURE APPEARS HERE] BANKOMAT 24/EURONET Sp. z o.o.
- --------------------------
Wim Steenkamer DIREKTOR - POLSKA
Director Finance and Administration Dennis Depenbusch
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA ANEKS No. 1
do UMOWY LEASINGU OPERACYJNEGO
Nr 300034/LD/0 z dnia 13/06/1997
sporzadzony w Warszawie dnia 16 czerwca 1997 przez i pomiedzy:
ING Lease (Polska) Sp. z o.o.
adres: 00-688 Warszawa, ul. Emilii Plater 28, reprezentowana przez:
Martina M. Koka - Dyrektora Generalnego
Wima Steenkamera - Dyrektora Finansowego i Administracyjnego
zwana dalej Leasingodawca.
a
Bankomat 24/Euronet Sp. z o.o.
adres: 00-697 Warszawa, Al. Jerozolimskie 65/79, reprezentowana przez:
Dennis H. Depenbusch - Dyrektor Zarzadzajacy
zwana dalej Leasingobiorca
1. Na skutek wzrostu wartosci przedmiotu leasingu, umowa zostaje zmieniona
jak nastepuje:
a) Poczawszy od lipca 1997 miesieczne oplaty leasingowe zostaja podwyzszone i
sa nastepujace:
dla pierwszych 3 miesiecy DEM 0.00;
dla nastepnych 9 miesiecy DEM 24.395,32;
dla nastepnych 12 miesiecy DEM 27.231,98;
dla nastepnych 36 miesiecy DEM 31.203,31
(bez podatku VAT) platne 15-ego dnia kazdego kolejnego miesiaca (60 platnosci).
b) Szacunkowa wartosc rynkowa zostaje zmieniona i wynosi DEM 27.150,05
(slownie: dwadziescia siedem tysiecy sto piecdziesiat i 05/100 marek
niemieckich) - netto.
Wszystkie wyzej wymienione kwoty platne w zlotych zgodnie z Umowa.
2. Wszystkie pozostale warunki Umowy Leasingu Operacyjnego nr 300034/LD/0
zostaja nie zmienione i postaja w mocy.
Za Leasingodawce Za Leasingobiorce
/s/ Martin M. Kok [SIGNATURE APPEARS HERE]
- ---------------------------- ----------------------------
Martin M. Kok Dennis H. Depenbusch
Dyrektor Generalny Dyrektor Zarzadzajacy
[SIGNATURE APPEARS HERE] BANKOMAT 24/EURONET Sp. z o.o.
- ----------------------------
Wim Steenkamer DIREKTOR - POLSKA
Dyrektor Finansowy i Administrracyjny Dennis Depenbusch
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
Dated 16th of June, 1997
SALE AND OPERATING LEASEBACK AGREEMENT
--------------------------------------
No 300029/LB/0
--------------
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
SALE AND OPERATING LEASEBACK AGREEMENT
--------------------------------------
No: 300029/LD/0
("Agreement") executed in Warsaw on June 16, 1997 by and between:
ING Lease (Polska) Spotka z ograniczona odpowiedzialnoscia having its seat in
Warsaw, ul. Emilii Plater 28, hereinafter referred to as the "lessor",
represented by:
Martin M. Kok, General Manager; and
Wim Steenkamert, Director Finance and Administration;
and
Bankomat 24 / Euronet Spoka z ograniczona odpowiedzialnoscia, having its seat
in Warsaw, at Al. Jerozolimskie 65/79, hereinafter referred to as the "lessee",
represented by:
Dennis H. Depenbusch, Managing Director.
WHEREAS, on June 10, 1997, the parties entered into a Master Lease Agreement
----------------------------------------------------------------------------
("Master Lease Agreement"):
---------------------------
THE PARTIES DECLARE TO HAVE AGREED AS FOLLOWS:
- ----------------------------------------------
1. General provisions
------------------
1.1. Subject to the terms and conditions set forth in this Agreement, the
Master Lease Agreement and other Lease Documents the lessor hereby
agrees to purchase from the lessee and make available on lease to the
lessee the lease object selected by the lessee and described in Clause 2
below and the lessee hereby agrees to sell to the lessor the lease
object and accept from the lessor such lease object on lease.
1.2 The lessee hereby acknowledges that it has read and is in full agreement
with all the provisions of the General Conditions of Sale and Operating
Leaseback of ING Lease (Polska) Sp. z o.o. annexed to this Agreement
("General Conditions") and hereby agrees that the General Conditions
apply to and form part of this Agreement as if the same were set out in
extenso herein, subject to the exceptions and revisions stipulated in
Clause 8.2 below. The parties agree that in the event of a conflict
between the provisions of the General Conditions and the provisions of
this Agreement, the provisions of this Agreement shall prevail.
1.3 The term "zloty equivalent" as used in this Agreement shall be construed
as the zloty (PLN) equivalent of the German mark (DEM) according to the
exchange rate of ING Bank N.V. Warsaw Branch for the sale of German
marks. In the event that the German mark ceases to be the lawful
currency (legal tender) of Germany and is replaced by the EURO, then the
"zloty equivalent" shall be the zloty equivalent of the EURO (according
to the above
[LOGO OF ING LEASE APPEARS HERE] Sale and Operating Leaseback Agreement
Page 2
ING LEASE POLSKA
mentioned rate of exchange) and the German mark amounts set out in this
Agreement shall be converted from the German marks to the EURO according
to the officially binding conversion rate; such replacement of the
German mark by the EURO shall not be a reason fort the early
termination, annulment, renouncement or other cancellation of this
Agreement or of any revision of this Agreement or any prepayment of any
amount due under this Agreement unless explicitly agreed in writing by
the Parties.
1.4. The lessee hereby declares that the lease object and the supplier of the
lease object, described in Clause 2 below, have been selected and
assessed by it and the lease object fully corresponds to its intended
use at the lessee's business.
1.5 This Agreement shall come into effect subject to the collective
fulfilment of all of the following conditions:
(i) the lessee has property created the security required in Clause 5 below,
and
(ii) the sale contract of the lease object has been concluded.
This Agreement shall enter into force on the day when the last of all
the conditions listed in the preceding sentence is satisfied.
2. Lease object
------------
2.1. Description of the lease object:
Bankomats (ATMs)(see attached invoice Appendix 4)
2.2 Supplier (to the lessee) of the lease object:
IBM World Trade Corp.
Old Orchard Road, Armonak, New York 10504, USA
or
NCR Central and Eastern Europe GmbH
Ulmer Strasse 160
86156 Augsburg, Germany.
2.3 Purchase Price:
PLN 3,201,482.36 (three million two hundred one thousand four hundred
eighty two and 36/100 zlotys) [the zloty equivalent of DEM 1,722,152.96
(one million seven hundred twenty two thousand one hundred fifty two and
96/100 German Mark) calculated on the date of signing of this agreement]
- exclusive of VAT.
2.4 The estimated market value.
The zloty equivalent of DEM 34,443.06 (thirty four thousand four hundred
forty three and 06/100 German Mark) calculated on the date of elapse of
the basic lease period, or on the date of expiration or termination of
this Agreement as the case may be -- exclusive of VAT
2.5. The lease object shall be used at: to be specified by the Lessee.
Sale and Operating Leaseback Agreement
Page 3
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
3. Lease period
------------
The lease under this Agreement is entered into for a fixed period of 60
(sixty) months, commencing on the date of the entering of this Agreement
into force.
4. Lessee's payments
-----------------
4.1 Subject to section 4.4 below, the lessee hereby agrees to make to the
lessor the following payments in accordance with the relevant provisions
of the General Conditions and the Master Lease Agreement:
(a) The following monthly lease payments:
for the first 3 months DEM 0.00,
for the next 9 months DEM 31,041.70,
for the next 12 months DEM 34,460.79,
for the next 36 months DEM 39,589.42.
The lease payments shall be made in arrears.
The lease payments are calculated on the basis of than DEM interbank
interest rates as at March 19, 1997. Should the interbank interest rate
change on a drawdown date, the lease payments will be changed
accordingly.
Each of the payments is to be made in PLN being an equivalent of the
relevant amount in DEM, calculated on the date of issuing of an invoice.
4.2. The first lease payment is due and payable on 15 July 1997
Each consecutive lease payment is due and payable on the 15 day of each
month.
4.3 The lessee shall make all payments required under this Agreement to the
lessor's bank account at ING Bank N.V. Warsaw Branch, No.
18000005-27901, or any other bank account designated by the lessor to
the lessee in writing.
4.4 Value added tax shall be added to each of the purchase price, the
initial payment and the lease payment. The lessee declares that it is a
registered payer of value added tax and its Tax Identification Number
(NIP): 526-10-30-333 and that it irrevocably authorizes the lessor to
issue during the entire lease period VAT invoices without the signature
of an authorized representative of the lessee and, if for any reason
any new authorization is required or needed in this respect, it agrees
to promptly deliver such new authorization to the lessor.
5. Security
--------
The timely and complete satisfaction of the lessee's obligations under this
Agreement, the General Conditions and other Lease Documents shall be secured
(a) as stipulated in Article VII of the Master Lease Agreement and
Sale and Operating Leaseback Agreement
Page 4
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
(b) by a blank promissory note issued by the Lessee in favour of Lessor
together with a promissory note declaration in the form and substance of
Appendix No. 3 to this Agreement.
6. Insurance
---------
The lessee shall insure the lease object pursuant to Clause 9.5 of the
General Conditions.
7. Reporting obligations of the Lessee
-----------------------------------
The Lessee shall submit the financial documents to the Lessor as
stipulated in the Master Lease Agreement.
8. Final provisions
----------------
8.1 The following Appendices hereto are an integral part of this Agreement:
(a) Appendix No. 1 General Conditions of Sale and Operating Leaseback of ING
Lease (Polska) Sp. z o.o.;
(b) Appendix No. 2 A blank promissory note declaration issued by BANKOMAT 24
/ EURONET SP. Z O.O.
(c) Appendix No. 3 Guarantee issued by EURONET SERVICES Inc., a Delaware
Corporation, traded on the USA Nasdaq under symbol "EEFT"
with annexed Blocked Deposit Account Agreement;
(d) Appendix No. 4 Invoice No. 700064 - description of the Lease Object
8.2 This Agreement, together with the provisions of the General Conditions
and the other Lease Documents, constitutes the entire agreement and
understanding between the parties as to the subject matter thereof. For
the avoidance of doubt, the parties hereby confirm that at the date of
this Agreement they are not in agreement with each other as to the sale
or other transfer of title to the lease object to the lessee during or
after the lease period. To any matter not regulated by this Agreement
the provisions of the General Conditions shall apply. The parties agree
to the exceptions and revisions in the General Conditions:
Clause 1 -The parties agree that the term "Lease Documents"
shall also include the Master Lease Agreement"
Clauses
3.5(a)
3.5(b)
3.5(c) - not applicable
Clause 6.1 - the parties agree that the ATMs will be affixed
to real estate where site agreements confirm that
the landowner has no title to ATM's
[LOGO OF ING LEASE APPEARS HERE]
Sale and Operating Leaseback Agreement
Page 5
ING LEASE POLSKA
Clause 6.3 - the parties agree that only the registration number to be
provided to the Lessor.
Clause 8.1 - the parties agree that the leased objects will be used
exclusively by the Lessee except for the use by third parties
in the normal usage of the machine.
Clause 8.2 - the parties agreed to the Territory of Poland, as long as the
Lessor is notified of exact location.
Clause 8.3 - at the end the following phrase shall be added: "except as it
relates to it intended use".
Clauses 9.2
and 9.3 - added: "the Lessee will provide the Lessor with the name and
address of a maintenance company.
Clause 9.3,
9.4, & 9.5 - the parties agree that the Lessee has the right to choose the
insurer, with the approval of the Lessor.
Clause 9.5 (d) - the parties agree that Lessee may renew it's insurance
contracts on an annual basis.
Clause 9.5 (e) - added: "the Lessor will be the sole beneficiary with respect
to the lease objects in question".
Clause 9.6 - the parties agree that since notice of cancellation from the
Lessee's insurance company is required notification of
every insurance payment is not required.
Clause 9.7 - the parties agree that minor repairs of card readers will be
deemed normal maintenance.
Clause 9.9 (b) - replaced with: "the aggregate of all principal portions of
the remaining part of the entire lease period and the
estimated market value.
Clause 10 - excluded.
Clause 11 - the parties agree this clause will be in force only after 7
(seven) working days after the occurrence of any of the
events referred therein.
Clause 13.1 - added: "Unless in the reasonable opinion of the lessor an
immediate inspection is necessary. Such inspection will
not interfere with the normal operation of the lease object.
Clause 14 - the parties agree that the amounts of the offered lease
payments should not excess current market rates.
Sale and Operating Leaseback Agreement
Page 6
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
Clause 16 - the parties agree that the Lessor may require additional
security upon the accurence of any of the events listed in
Clause 11.1 of the General Conditions.
Clause 16 (I)
and (J) - removed.
8.3 Any amendments to this Agreement shall not be valid unless made in writing.
8.4 This Agreement and the Appendices hereto have been executed in four
originals: two in Polish and two in English, one of each language
version for each party. In the event of any discrepancy between the
Polish and English version, the English version shall prevail. The
lessee hereby acknowledges that it has read and fully understands the
English version of this Agreement and of all Appendices, including the
General Conditions.
For the Lessor: For the lessee:
/s/ Martin M. Kok /s/ Dennis H. Depenbush
----------------------- ------------------------
Martin M. Kok Dennis H. Depenbush
General Manager Managing Director
/s/ Wim Steenkamer
-----------------------
Wim Steenkamer
Director Finance and Administration
[COMPANY STAMP APPEARS HERE]
[company stamp]
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
Dated 17th of June, 1997
OPERATING LEASE AGREEMENT
-------------------------
No 300065/LD/0
--------------
[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
OPERATING LEASE AGREEMENT
-------------------------
No.: 300065/LD/0
("Agreement") executed in Warsaw on June17, 1997 by and between:
ING Lease (Polska) Spolka z ograniczona odpowiedzialnoscia having its seat in
Warsaw, ul. Emilii Plater 28, hereinafter referred to as the "lessor",
represented by:
Wim Steenkamer, Director Finance and Administration; and
Krzysztof Bielecki, Sales and Marketing Director.
and
Bankomat 24 / Euronet Spolka z ograniczona odpowiedzialnoscia having its seat
in Warsaw, al. Jerozolimskie 65/79, hereinafter referred to as the "lessee",
represented by:
Dennis H. Depenbusch, Managing Director.
WHEREAS, on June 10, 1997, the parties entered into a Master Lease Agreement
----------------------------------------------------------------------------
("Master Lease Agreement")
--------------------------
THE PARTIES DECLARE TO HAVE AGREED AS FOLLOWS:
---------------------------------------------
1. General provisions
------------------
1.1. Subject to the terms and conditions set forth in this Agreement, the
Master Lease Agreement and other Lease Documents, the lessor hereby
agrees to purchase and make available on lease to the lessee the lease
object selected by the lessee and described in Clause 2 below and the
lessee hereby agrees to accept from the lessor such lease object on
lease.
1.2 The lessee hereby acknowledges that it has read and is in full agreement
with all the provisions of the General Conditions of the Operating Lease
of ING Lease (Polska) Sp. Z o.o. annexed to this Agreement ("General
Conditions") and hereby agrees that the General Conditions apply to and
form part of this Agreement as if the same were set out in extenso herein
subject to the exceptions and revisions stipulated in Clause 8.2 below.
The parties agree that in the event of a conflict between the provisions
of the General Conditions and the provisions of this Agreement, the
provisions of this Agreement shall prevail.
1.3 The term "zloty equivalent" as used in this Agreement shall be construed
as the zloty (PLN) equivalent of the German mark (DEM) according to the
exchange rate of ING Bank N.V. Warsaw Branch for the sale of German mark.
In the event that the German mark ceases to be the lawful currency (legal
tender) of Germany and is replaced by the EURO, then the "zloty
equivalent"
Operating Lease Agreement
Page 2
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
shall be the zloty equivalent of the EURO (according to the above
mentioned rate of exchange) and the German mark amounts set out in this
Agreement shall be converted from the German mark to the EURO according
to the officially binding conversion rate; such replacement of the
German mark by the EURO shall not be a reason for the termination,
annulment, renouncement or other cancellation of this Agreement or of
any revision of this Agreement or any prepayment of any amount due under
this Agreement unless explicitly agreed in writing by the Parties.
1.4. The lessee hereby declares that the lease object and the supplier of the
lease object, described in Clause 2 below, have been selected and
assessed by it and the lease object fully corresponds to its intended
use at the lessee's business.
1.5. This Agreement shall come into effect subject to the collective
fulfillment of all the following conditions:
(ii) the lessee has properly created the security required in Clause 5
below; and
(ii) the sale contract of the lease object has been concluded.
This Agreement shall come into effect on the day when the final of all
the conditions listed in the preceding sentence is satisfied,
2. Lease object
2.1. Description of the lease object:
30 Bankomats (ATMs):
- 10 pieces NCR banking machines
Type: 5684-0101-7490, serial numbers: 32476805
32476823
32476824
32476825
32476828
32476850
32476873
32476874
32476875
32476876
- 10 pieces NCR banking machines
Type: 5670-0101-7490 GAA, serial numbers: 32480308
32480364
32480365
32480366
32480367
32480368
32480369
32480370
Operating Lease Agreement
Page 3
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
32480371
32480372
-10 pieces NCR banking machines
Type: 5670-0101-7490, serial numbers: 32480408
32480447
32480448
32480449
32480450
32480451
32480452
32480453
32480454
32480455
2.2 Supplier of the lease object:
NCR Central and Eastem Europe GmbH
Ulmer Strasse 160
86156 Augsburg
Garmany
2.3 The lessee hereby agrees to take delivery of the lease object from the
supplier described above in accordance with the conditions agreed
separately by the lessee and the supplier.
2.4 The initial value:
The amount of PLN 1,887,806.82 (one million eight hundred eighty seven
thousand eight hundred and six and 82/100 Polish Zlotys), which is an
equivalent of DEM 1,015,495.87 (one million fifteen thousand four
hundred ninety five and 87/100 German marks) according to exchange rate
(buy) of ING Bank Warsaw of 16/06/1997.
2.5 The estimated market value:
The zloty equivalent of DEM 20,309.92 (twenty thousand three hundred
nine and 92/100 German mark) calculated on the date of elapse of the
basic lease period, or on the date of expiration or termination of this
Agreement as the case may be exclusive of VAT.
2.6 The lease object shall be initially located at:
to be specified by Lessee.
3. Basic lease period
------------------
The lease under this Agreement is entered into for a fixed period of 60
(sixty) months, commencing on the date of signing of the Record of
Delivery and Acceptance (as defined in the General Conditions) by the
lessee and the supplier.
Operating Lease Agreement
Page 4
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
4. Lessee's Payments
-----------------
4.1 Subject to Clause 4.4 below, the lessee hereby agrees to make to the
lessor the following payments in accordance with the relevant provisions
of the General Conditions and the Master Lease Agreement:
(a) The following monthly lease payments:
for the first 3 months DEM 0.00
for the next 9 months DEM 18,304.25
for the next 12 months DEM 20,320.37
for the next 36 months DEM 23,344.55
The lease payments shall be made in arrears.
The lease payments are calculated on the basis of then DEM interbank
interest rates as at March 19, 1997. Should the interbank interest rate
change on a drawdown date, the lease payments will be changed
accordingly.
Each of the payment is to be made in PLN being an equivalent of the
relevant amount in DEM, calculated on the date of issuing of an invoice.
4.2 The first lease payment is due and payable within 3 (three) month
commencing as of the date of signing of the Record of Delivery and
Acceptance.
Each consecutive lease payment is due and payable each month on the day
which corresponds in date to the day on which the Record of Delivery and
Acceptance was signed.
4.3 The lessee shall make all payments required under this Agreement to the
lessor's bank account at ING Bank N.V. Warsaw Branch, No. 18000005-
27901, or any other bank account designated by the lessor to the lessee
in writing.
4.4 Value added tax shall be added to each of the expense payment, the
initial payment and the lease payment (except for the guarantee
deposit). The lessee declares that it is a registered payer of value
added tax and its Tax Identification Number (NIP) is: 526-10-30-333 and
that it irrevocably authorizes the lessor to issue during the entire
lease period VAT invoices without the signature of an authorized
representative of the lessee and, if for any reason any new
authorization is required or needed in this respect, it agrees to
promptly deliver such new authorization to the lessor.
5. Security
--------
The timely and complete satisfaction of the lessee's obligations under this
Agreement, the General Conditions and other Lease Documents shall be secured
(a) as stipulated in Article VII of the Master Lease Agreement and
Operating Lease Agreement
Page 5
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
(b) by a blanc promissory note issued by the Lessee in favor of Lessor together
with a promissory note declaration in the form and substance of Appendix No. 3
to this Agreement
6. Insurance
---------
The lessee shall insure the lease object pursuant to Clause 9.5 of the
General Conditions. The equipment is insured for the benefit of the
Lessor in the insurance company provided by the Lessee and approved by
the Lessor
7. Reporting obligations of the Lessee
-----------------------------------
The Lessee shall submit the financial documents to the Lessor as
stipulated in the Master Lease Agreement.
8. Final provisions
----------------
8.1 The following Appendices hereto are an integral part of this Agreement:
(a) Appendix No. 1 General Conditions of Operating Lease of ING
Lease (Polska) Sp. z o.o.;
(b) Appendix No.2 A blanc promissory note declaration issued by
BANKOMAT 24/EURONET SP. Z 0.0.
(c) Appendix No.3 Guarantee issued by EURONET SERVICES Inc., A
Delaware corporation, traded on the USA Nasdaq
under the symbol "EEFT" with annexed
Blocked Deposit Account Agreement.
8.2 This Agreement, together with the General Conditions and the other Lease
Documents, constitutes the entire agreement and understanding between the
parties as to the subject matter hereof. For the avoidance of doubt, the parties
hereby confirm that at the date of this Agreement they are not in agreement with
each other as to the sale or other transfer of title to the lease object to the
lessee during or after the lease period. To any matter not regulated by this
Agreement the provisions of the General Conditions shall apply. The parties
agree to the exceptions and revisions in the General Conditions:
Clause 1 -The parties agree that the term "Lease Documents"
shall also include the Master Lease Agreement"
Clauses
3.5(a)
3.5(b)
3.5(d) - not applicable
Operating Lease Agreement
Page 6
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
Clause 6.1 -the parties agree that the ATMs will be affixed to real
estate where site agreements confirm that thelandowner
has no title to ATM's.
Clause 6.3 -the parties agree that only the registration number
to be provided to the Lessor.
Clause 8.1 -the parties agree that the leased objects will be used
exclusively by the Lessee except for the use by third
parties in the normal usage of the machine.
Clause 8.2 -the parties agreed to the Territory of Poland, as
long as the Lessor is notified of exact location.
Clause 8.3 -at the end the following phrase shall be added:
"except as it relates to it intended use".
Clauses 9.2
and 9.3 -added: "the Lessee will provide the Lessor with the
name and address of a maintenance company.
Clause 9.3,
9.4, & 9.5 - the parties agree that the Lessee has the right to
choose the insurer, with the approval of the Lessor.
Clause 9.5(d) -the parties agree that Lessee may renew it's insurance
contracts on an annual basis.
Clause 9.5 (e) -added: "the Lessor will be the sole beneficiary with
respect to the lease objects in question".
Clause 9.6 -the parties agree that since notice of cancellation
from the Lessee's insurance company is required
notification of every insurance payment is not required.
Clause 9.7 -the parties agree that minor repairs of card readers
will be deemed normal maintenance.
Clause 9.9 (b) -replaced with: "the aggregate of all principal
portions of the remaining part of the entire lease
period and the estimated market value.
Clause l0 -excluded.
Clause 11 -the parties agree this clause will be in force only
after 7 (seven) working days after the occurrence of any
of the events referred therein.
Clause l3.1 -added: "Unless in the reasonable opinion of the lessor
an immediate inspection is necessary. Such inspection
will not interfere with the normal operation of the lease
object.
Operating Lease Agreement
Page 7.
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
Clause l4 -the parties agree that the amounts of the offered
lease payments should not excess current market rates.
Clause l6 -the parties agree that the Lessor may require additional
security upon the accurence of any of the events listed in
Clause 11.1 of the General Conditions.
Clause 16 (I)
and (J) -removed.
8.3 Any amendments to this Agreement shall not be valid unless made in
written form.
8.4 This Agreement and the Appendices hereto have been executed in four
originals: two in Polish and two in English, one of each language version
for each party. In the event of any discrepancy between the Polish and
English version, the English version shall prevail. The lessee hereby
acknowledges that it has read and fully understands the English version
of this Agreement and of all Appendices, including the General
Conditions.
For the lessor: For the lessee:
/s/ Wim Steenkamer /s/ Dennis H. Depenbush
----------------------- -----------------------
Wim Steenkamer Dennis H. Depenbush
Director Finance Managing Director
and Administration
/s/ Krzysztof Bielecki
-----------------------
Krzysztof Bielecki
Sales and Marketing Director
[COMPANY STAMP
APPEARS HERE]
[company stamp]
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
OPERATING LEASE AGREEMENT
-------------------------
No.: 300079/LD/0
("Agreement") executed in Warsaw on July 28, 1997 by and between:
ING Lease (Polska) Spolka z ograniczona odpowiedzialnoscia having its seat in
Warsaw, ul. Emilii Plater 28, hereinafter referred to as the "lessor",
represented by:
Martin M. Kok, General Manager; and
Del R. Chandler, Sales and Marketing Director.
and
Bankomat 24 / Euronet Spolka z ograniczona odpowiedzialnoscia having its
seat in Warsaw, al. Jerozolimskie 65/79, hereinafter referred to as the
"lessee", represented by:
Dennis H. Depenbusch, Managing Director.
WHEREAS, on June 10, 1997, the perties entered into a Master Lease Agreement
- ----------------------------------------------------------------------------
("Master Lease Agreement")
--------------------------
THE PARTIES DECLARE TO HAVE AGREED AS FOLLOWS:
- ---------------------------------------------
1. General provisions
------------------
1.1. Subject to the terms and conditions set forth in this Agreement, the
Master Lease Agreement and other Lease Documents, the lessor hereby
agrees to purchase and make available on lease to the lessee the lease
object selected by the lessee and described in Clause 2 below and the
lessee hereby agrees to accept from the lessor such lease object on
lease.
1.2 The lessee hereby acknowledges that it has read and is in full agreement
with all the provisions of the General Conditions of the Operating Lease
of ING Lease (Polska) Sp. z o.o. annexed to this Agreement ("General
Conditions") and hereby agrees that the General Conditions apply to and
form part of this Agreement as if the same were set out in extenso
herein subject to the exceptions and revisions stipulated in Clause 8.2
below. The parties agree that in the event of a conflict between the
provisions of the General Conditions and the provisions of this
Agreement, the provisions of this Agreement shall prevail.
1.3 The term "zloty equivalent" as used in this Agreement shall be construed
as the zloty (PLN) equivalent of the German mark (DEM) according to the
exchange rate of ING Bank N.V. Warsaw Branch for the sale of German
mark. In the event that the German mark ceases to be the lawful currency
(legal tender) of Germany and is replaced by the EURO, then the "zloty
equivalent" shall be the zloty equivalent of the EURO (according to the
above mentioned rate of exchange) and the German mark amounts set out in
this Agreement shall be converted from the German mark to the EURO
according to the
[LOGO OF ING LEASE APPEARS HERE]
Operating Lease Agreement
Page 2
ING LEASE POLSKA
officially binding conversion rate; such replacement of the German mark
by the EURO shall not be a reason for the termination, annulment,
renouncement or other cancellation of this Agreement or of any revision
of this Agreement or any prepayment of any amount due under this
Agreement unless explicitly agreed in writing by the Parties.
1.4. The lessee hereby declares that the lease object and the supplier of the
lease object, described in Clause 2 below, have been selected and
assessed by it and the lease object fully corresponds to its intended
use at the lessee's business.
1.5 This Agreement shall come into effect subject to the collective
fulfillment of all the following conditions:
(ii) the lessee has properly created the security required in Clause 5
below; and
(ii) the sale contract of the lease object has been concluded.
This Agreement shall come into effect on the day when the final of all
the conditions listed in the preceding sentence is satisfied.
2. Lease object
------------
2.1. Description of the lease object:
10 Bankomats (ATMs):
- 10 pieces of NCR bankomats
Type: 5684-0101-7490 serial number: 32483122-131
2.2 Supplier of the lease object:
NCR
Ulmerstrasse 160
D-86155 Augsburg
Germany
2.3 The lessee hereby agrees to take delivery of the lease object from the
supplier described above in accordance with the conditions agreed
separately by the lessee and the supplier.
2.4 The initial value:
The amount of PLN 731,703.96 (seven hundred thirty one thousand seven
hundred three 96/100 Polish Zlotys), which is an equivalent of DEM
387.472.97 (three hundred eighty seven thousand four hundred seventy two
German marks 97/100) according to exchange rate (buy) of I ING Bank
Warsaw of 28/07/1997.
2.5 The estimated market value:
The zloty equivalent of DEM 7,749.46 (seven thousand seven hundred forty
nine German mark 46/100) calculated on the date of elapse of the basic
lease
Operating Lease Agreement
Page 3
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
period, or on the date of expiration or termination of this Agreement as
the case may be exclusive of VAT.
2.6 The lease object shall be initially located at:
to be specified by Lessee.
3. Basic lease period
------------------
The lease under this Agreement is entered into for a fixed period of 60
(sixty) months, commencing on the date of signing of the Record of
Delivery and Acceptance (as defined in the General Conditions) by the
lessee and the supplier.
4. Lessee's Payments
-----------------
4.1 Subject to Clause 4.4 below, the lessee hereby agrees to make to the
lessor the following payments in accordance with the relevant provisions
of the General Conditions and the Master Lease Agreement:
(a) The following monthly lease payments:
for the first 3 months DEM 0.00
for the next 9 months DEM 7,020.24
for the next 12 months DEM 7,836.55
for the next 36 months DEM 8,979.38
The lease payments shall be made in arrears.
The lease payments are calculated on the basis of then DEM interbank
interest rates as at March 19, 1997. Should the interbank interest rate
change on a drawdown date, the lease payments will be changed
accordingly.
Each of the payment is to be made in PLN being an equivalent of the
relevant amount in DEM, calculated on the date of issuing of an invoice.
4.2 The first lease payment is due and payable within 3 (three) month
commencing as of the date of signing of the Record of Delivery and
Acceptance.
Each consecutive lease payment is due and payable each month on the day
which corresponds in date to the day on which the Record of Delivery and
Acceptance was signed.
4.3 The lessee shall make all payments required under this Agreement to the
lessor's bank account at ING Bank N.V. Warsaw Branch, No.
18000005-27901, or any other bank account designated by the lessor to
the lessee in writing.
4.4 Value added tax shall be added to each of the expense payment, the
initial payment and the lease payment (except for the guarantee
deposit). The lessee declares that it is a registered payer of value
added tax and its Tax Identification Number (NIP) is: 526-10-30-333 and
that it irrevocably authorizes the lessor to issue during the entire
lease period VAT invoices without the signature of an authorized
representative of the lessee and, if for any reason
[LOGO OF ING LEASE APPEARS HERE]
Operating Lease Agreement
Page 4
ING LEASE POLSKA
any new authorization is required or needed in this respect, it agrees
to promptly deliver such new authorization to the lessor.
5. Security
--------
The timely and complete satisfaction of the lessee's obligations under
this Agreement, the General Conditions and other Lease Documents shall
be secured
(a) as stipulated in Article VII of the Master Lease Agreement and
(b) by a blanc promissory note issued by the Lessee in favor of Lessor
together with a promissory note declaration in the form and
substance of Appendix No. 3 to this Agreement.
6. Insurance
---------
The lessee shall insure the lease object pursuant to Clause 9.5 of the
General Conditions. The equipment is insured for the benefit of the
Lessor in the insurance company provided by the Lessee and approved by
the Lessor.
7. Reporting obligations of the Lessee
-----------------------------------
The Lessee shall submit the financial documents to the Lessor as
stipulated in the Master Lease Agreement.
8. Final provisions
----------------
8.1 The following Appendices hereto are an integral part of this Agreement:
(a) Appendix No. 1 General Conditions of Operating Lease of ING
Lease (Polska) Sp. z o.o.;
(b) Appendix No. 2 A blanc promissory note declaration issued by
BANKOMAT 24/EURONET SP. Z O.O.
(c) Appendix No. 3 Guarantee issued by EURONET SERVICES Inc., A
Delaware corporation, traded on the USA Nasdaq
under the symbol "EEFT" with annexed Blocked
Deposit Account Agreement.
8.2 This Agreement, together with the General Conditions and the other
Lease Documents, constitutes the entire agreement and understanding
between the parties as to the subject matter hereof. For the avoidance
of doubt, the parties hereby confirm that at the date of this Agreement
they are not in agreement with each other as to the sale or other
transfer of title to the lease object to the lessee during or after the
lease period. To any matter not regulated by this Agreement the
provisions of the General Conditions shall apply. The parties agree to
the exceptions and revisions in the General Conditions:
Operating Lease Agreement
Page 5
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
Clause I - The parties agree that the term "Lease Documents"
shall also include the Master Lease Agreement"
Clauses
3.5(a)
3.5(b)
3.5(d) - not applicable
Clause 6.1 - the parties agree that the ATMs will be affixed to
real estate where site agreements confirm that
the landowner has no title to ATM's.
Clause 6.3 - the parties agree that only the registration number
to be provided to the Lessor.
Clause 8.1 - the parties agree that the leased objects will be
used exclusively by the Lessee except for the use by
in third parties in the normal usage of the machine.
Clause 8.2 - the parties agreed to the Territory of Poland, as
long as the Lessor is notified of exact location.
Clause 8.3 - at the end the following phrase shall be added:
"except as it relates to it intended use".
Clauses 9.2
and 9.3 - added: "the Lessee will provide the Lessor with the
name and address of a maintenance company.
Clause 9.3,
9.4, & 9.5 - the parties agree that the Lessee has the right to
choose the insurer, with the approval of the Lessor.
Clause 9.5 (d) - the parties agree that Lessee may renew it's
insurance contracts on an annual basis.
Clause 9.5 (e) - added: "the Lessor will be the sole beneficiary
with respect to the lease objects in question".
Clause 9.6 - the parties agree that since notice of cancellation
from the Lessee's insurance company is required
notification of every insurance payment is not
required.
Clause 9.7 - the parties agree that minor repairs of card
readers will be deemed normal maintenance.
Clause 9.9 (b) - replaced with: "the aggregate of all principal
portions of the remaining part of the entire lease
period and the estimated market value.
Clause l0 - excluded.
Operating Lease Agreement
Page 6
[LOGO OF ING LEASE APPEARS HERE]
ING LEASE POLSKA
Clause 11 - the parties agree this clause will be in force only
after 7 (seven) working days after the occurrence of
any of the events referred therein,
Clause l3.1 - added: "Unless in the reasonable opinion of the
lessor an immediate inspection is necessary. Such
inspection will not interfere with the normal
operation of the lease object.
Clause l4 - the parties agree that the amounts of the offered
lease payments should not excess current market
rates.
Clause l6 - the parties agree that the Lessor may require
additional security upon the accurence of any of the
events listed in Clause 11.1 of the General
Conditions,
Clause 16 (I)
and (J) - removed.
8.3 Any amendments to this Agreement shall not be valid unless made in
written form.
8.4 This Agreement and the Appendices hereto have been executed in four
originals: two in Polish and two in English, one of each language version
for each party. In the event of any discrepancy between the Polish and
English version, the English version shall prevail. The lessee hereby
acknowledges that it has read and fully understands the English version
of this Agreement and of all Appendices, including the General
Conditions.
For the lessor: For the lessee:
/s/ Martin M. Kok
- ------------------------ -------------------------
Martin M. Kok Dennis H. Depenbush
General Manager Managing Director
/s/ Del R. Chandler
- ----------------------------
Del R. Chandler
Sales and Marketing Director
[company stamp]
[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
OPERATING LEASE AGREEMENT
-------------------------
No.: 300092/LD/0
("Agreement") executed in Warsaw on September 17, 1997 by and between:
ING Lease (Polska) Spolka z ograniczona odpowiedzialnoscia having its seat in
Warsaw, ul. Emilii Plater 28, hereinafter referred to as the "lessor",
represented by:
Martin M. Kok, General Manager; and
Del R. Chandler, Sales Director Corporate Market;
and
Bankomat 24 / Euronet Spolka z ograniczona odpowiedzialnoscia having its seat in
Warsaw, al. Jerozolimskie 65/79, hereinafter referred to as the "lessee",
represented by:
Dennis H. Depenbusch, Managing Director.
WHEREAS, on June 10, 1997, the parties entered into a Master Lease Agreement
- ----------------------------------------------------------------------------
("Master Lease Agreement")
--------------------------
THE PARTIES DECLARE TO HAVE AGREED AS FOLLOWS:
- ---------------------------------------------
1. General provisions
------------------
1.1. Subject to the terms and conditions set forth in this Agreement, the
Master Lease Agreement and other Lease Documents, the lessor hereby
agrees to purchase and make available on lease to the lessee the lease
object selected by the lessee and described in Clause 2 below and the
lessee hereby agrees to accept from the lessor such lease object on
lease.
1.2 The lessee hereby acknowledges that it has read and is in full agreement
with all the provisions of the General Conditions of the Operating Lease
of ING Lease (Polska) Sp. z o.o. annexed to this Agreement ("General
Conditions") and hereby agrees that the General Conditions apply to and
form part of this Agreement as if the same were set out in extenso herein
subject to the exceptions and revisions stipulated in Clause 8.2 below.
The parties agree that in the event of a conflict between the provisions
of the General Conditions and the provisions of this Agreement, the
provisions of this Agreement shall prevail.
1.3 The term "zloty equivalent" as used in this Agreement shall be construed
as the zloty (PLN) equivalent of the German mark (DEM) according to the
exchange rate of ING Bank N.V. Warsaw Branch for the sale of German mark.
In the event that the German mark ceases to be the lawful currency (legal
Operating Lease Agreement
Page 2
[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
tender) of Germany and is replaced by the EURO, then the "zloty
equivalent" shall be the zloty equivalent of the EURO (according to the
above mentioned rate of exchange) and the German mark amounts set out in
this Agreement shall be converted from the German mark to the EURO
according to officially binding conversion rate; such replacement of the
German mark by the EURO shall not be a reason for the termination,
annulment, renouncement or other cancellation of this Agreement or of any
revision of this Agreement any prepayment of any amount due under this
Agreement unless explicitly agreed in writing by the Parties.
1.4. The lessee hereby declares that the lease object and the supplier of the
lease object, described in Clause 2 below, have been selected and
assessed by it and the lease object fully corresponds to its intended use
at the lessee's business.
1.5 This Agreement shall come into effect subject to the collective
fulfillment of the following conditions:
(ii) the lessee has properly created the security required in Clause 5
below; and
(ii) the sale contract of the lease object has been concluded.
This Agreement shall come into effect on the day when the final of all
the conditions listed in the preceding sentence is satisfied,
2. Lease object
------------
2.1. Description of the lease object:
15 Bankomats (ATMs):
Type: 4789/004, serial number: 71-11937
71-11938
71-11940
71-11941
71-11942
71-11943
71-11944
71-11945
71-11946
71-11947
71-11948
71-11949
71-11951
71-11955
71-11956
2.2 Supplier of the lease object:
IBM World Trade Corp.
Old Orchard Road, Armonk,
New York 10504, USA
Operating Lease Agreement
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[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
2.3 The lessee hereby agrees to take delivery of the lease object from the
supplier described above in accordance with the conditions agreed
separately by the lessee and the supplier.
2.4 The initial value:
The amount of PLN 1,178,997.20 (one million one hundred seventy eight
thousand nine hundred ninety seven 20/100 Polish Zlotys), which is an
equivalent of DEM 610,404.97 (six hundred ten thousand four hundred four
and 97/100 German marks) according to exchange rate (buy) of I ING Bank
Warsaw of 17/09/1997.
2.5 The estimated market value:
The zloty equivalent of DEM 12,208.10 (twelve thousand two hundred eight
and 92/100 German mark) calculated on the date of elapse of the basic
lease period, or on the date of expiration or termination of this
Agreement as the case may be exclusive of VAT.
2.6 The lease object shall be initially located at:
to be specified by Lessee.
3. Basic lease period
------------------
The lease under this Agreement is entered into for a fixed period of 60
(sixty) months, commencing on the date of signing of the Record of
Delivery and Acceptance (as defined in the General Conditions) by the
lessee and the supplier.
4. Lessee's Payments
-----------------
4.1 Subject to Clause 4.4 below, the lessee hereby agrees to make to the
lessor the following payments in accordance with the relevant provisions
of the General Conditions and the Master Lease Agreement:
(a) The following monthly lease payments:
for the first 3 months DEM 0.00
for the next 9 months DEM 10,969.43
for the next 12 months DEM 12,244.94
for the next 36 months DEM 14,030.66
The lease payments shall be made in arrears.
The lease payments are calculated on the basis of the DEM interbank
interest rates as at March 19, 1997. Should the interbank interest rate
change on a drawdown date, the lease payments will be changed
accordingly.
Each of the payment is to be made in PLN being an equivalent of the
relevant amount in DEM, calculated on the date of issuing of an invoice.
Operating Lease Agreement
Page 4
[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
4.2 The first lease payment is due and payable within 3 (three) month
commencing as of the date of signing of the Record of Delivery and
Acceptance.
Each consecutive lease payment is due and payable each month on the day
which corresponds in date to the day on which the Record of Delivery and
Acceptance was signed.
4.3 The lessee shall make all payments required under this Agreement to the
lessor's bank account at ING Bank N.V. Warsaw Branch, No. 18000005-27901,
or any other bank account designated by the lessor to the lessee in
writing.
4.4 Value added tax shall be added to each of the expense payment, the
initial payment and the lease payment (except for the guarantee deposit).
The lessee declares that it is a registered payer of value added tax and
its Tax Identification Number (NIP) is: 526-10-30-333 and that it
irrevocably authorizes the lessor to issue during the entire lease period
VAT invoices without the signature of an authorized representative of the
lessee and, if for any reason any new authorization is required or needed
in this respect, it agrees to promptly deliver such new authorization to
the lessor.
5. Security
--------
The timely and complete satisfaction of the lessee's obligations under this
Agreement, the General Conditions and other Lease Documents shall be secured
(a) as stipulated in Article VII of the Master Lease Agreement and
(b) by a blanc promissory note issued by the Lessee in favor of Lessor together
with a promissory note declaration in the form and substance of Appendix No. 3
to this Agreement.
6. Insurance
----------
The lessee shall insure the lease object pursuant to Clause 9.5 of the
General Conditions. The equipment is insured for the benefit of the
Lessor in the insurance company provided by the Lessee and approved by
the Lessor.
7. Reporting obligations of the Lessee
-----------------------------------
The Lessee shall submit the financial documents to the Lessor as
stipulated in the Master Lease Agreement.
Operating Lease Agreement
Page 5
[LOGO OF ING LEASE POLSKA APPEARS HERE]
ING LEASE POLSKA
8. Final provisions
----------------
8.1 The following Appendices hereto are an integral part of this Agreement:
(a) Appendix No. 1 General Conditions of Operating Lease of ING
Lease (Polska) Sp. z o.o.;
(b) Appendix No.2 A blanc promissory note declaration issued by
BANKOMAT 24/ EURONET SP. Z O.O.
(c) Appendix No.3 Guarantee issued by EURONET SERVICES Inc., A
Delaware corporation, traded on the USA Nasdaq
under the symbol "EEFT" with annexed Blocked
Deposit Account Agreement.
8.2 This Agreement, together with the General Conditions and the other Lease
Documents, constitutes the entire agreement and understanding between the
parties as to the subject matter hereof. For the avoidance of doubt, the
parties hereby confirm that at the date of this Agreement they are not in
agreement with each other as to the sale or other transfer of title to the
lease object to the lessee during or after the lease period. To any matter not
regulated by this Agreement the provisions of the General Conditions shall
apply. The parties agree to the exceptions and revisions in the General
Conditions:
Clause 1 -The parties agree that the term "Lease Documents"
shall also include the Master Lease Agreement"
Clauses
3.5(a)
3.5(b)
3.5(d) - not applicable
Clause 6.1 - the parties agree that the ATMs will be affixed to
real estate where site agreements confirm that
the landowner has no title to ATM's.
Clause 6.3 - the parties agree that only the registration
number to be provided to the Lessor.
Clause 8.1 - the parties agree that the leased objects will be
used exclusively by the Lessee except for the use by
third parties in the normal usage of the machine.
Clause 8.2 - the parties agreed to the Territory of Poland, as
long as the Lessor is notified of exact location.
Clause 8.3 - at the end the following phrase shall be added:
"except as it relates to it intended use".
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ING LEASE POLSKA
Clauses 9.2
and 9.3 - added: "the Lessee will provide the Lessor with
the name and address of a maintenance company.
Clause 9.3,
9.4, & 9.5 - the parties agree that the Lessee has the right to
choose the insurer, with the approval of the Lessor.
Clause 9.5(d) - the parties agree that Lessee may renew it's
insurance contracts on an annual basis.
Clause 9.5 (e) - added: "the Lessor will be the sole beneficiary
with respect to the lease objects in question".
Clause 9.6 - the parties agree that since notice of
cancellation from the Lessee's insurance company is
required notification of every insurance payment is
not required.
Clause 9.7 - the parties agree that minor repairs of card
readers will be deemed normal maintenance.
Clause 9.9 (b) - replaced with: "the aggregate of all principal
portions of the remaining part of the entire lease
period and the estimated market value.
Clause 10 - excluded.
Clause 11 - the parties agree this clause will be in force
only after 7 (seven) working days after the
occurrence of any of the events referred therein.
Clause l3.1 - added: "Unless in the reasonable opinion of the
lessor an immediate inspection is necessary. Such
inspection will not interfere with the normal
operation of the lease object.
Clause l4 - the parties agree that the amounts of the offered
lease payments should not excess current market
rates.
Clause l6 - the paries agree that the Lessor may require
additional security upon the occurrence of any of
the events listed in Clause 11.1 of the General
Conditions.
Clause l6 (I)
and (J) - removed.
8.3 Any amendments to this Agreement shall not be valid unless made in
written form.
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ING LEASE POLSKA
8.4 This Agreement and the Appendices hereto have been executed in four
originals: two in Polish and two in English, one of each language version
for each party. In the event of any discrepancy between the Polish and
English version, the English version shall prevail. The lessee hereby
acknowledges that it has read and fully understands the English version
of this Agreement and of all Appendices, including the General
Conditions.
For the lessor: For the lessee:
/s/ Martin M. Kok /s/ Dennis H. Depenbusch
------------------------ ------------------------------
Martin M. Kok Dennis H. Depenbusch
General Manager Managing Director
/s/ Del R. Chandler
-----------------------
Del R. Chandler
Sales Director Corporate Market [company stamp]
BANKOMAT 24/ EURONET
Sp.z o.o
00-697 W-wa, Al. Jerozolimskie 65/79
tel: 630-68-70, fax: 630-68-72
NIP: 526-10-30-333