Execution Copy
CENTRAL BUSINESS CENTER
-
OFFICE LEASE CONTRACT
- --------------------------------------------------------------------------------
between:
Central Business Center Rt. , as Lessor
represented by: Mr. Kanji Yamada managing director
and
Euronet Bank 24. Rt, as Lessee
represented by: Mr. Daniel R. Henry managing director
Budapest
*
February 21, 1997
TABLE OF CONTENTS
Article 1 - Business Center
Article 2 - Premises
2.1 Description of Premises
2.2 Use of Premises
2.3 Common Parts
Article 3 - Term, Possession and Termination without Events of Default
3.1 Term of Lease
3.2 Extension
3.3 Termination without Events of Default
Article 4 - Fixed Rent and Service Charge.
4.1 Fixed Rent
4.1.1 Amount
4.1.2 Adjustment of Fixed Rent
4.2 Service Charge
4.3 Payment of Fixed Rent and Service Charges
4.4 Security Deposit / Bank Guarantee
4.4.1 Surety
Article 5 - Representations and Undertakings
5.1 Representations and Undertakings of Lessee
5.2 Representations of Lessor
Article 6 - Condition of Premises, Alterations and Repairs
6.1 Proper Condition
6.2 Alterations and Repairs
6.2.1 Structural Repairs and Modifications
6.2.2 Advertising Signs and Logos
Article 7 - Insurance
Article 8 - Sublease
Article 9 - Events of Default
9.1 Event of Default by Lessee
9.2 Event of Default by Lessor
9.3 Termination by Lessor
9.4 Termination by Lessee
9.5 Non Performance
9.6 Statutory Lien
Article 10 - Surrender
Article 11 - Damage or Destruction
Article 12 - Liability
12.1 Liability of Lessee
12.2 No Personal Liability of Lessor
Article 13 - Access to Premises
Article 14 - Miscellaneous Provisions
14.1 Governing Law and Jurisdiction
14.2 Confidentiality
14.3 Binding Effect
14.4 Notices
14.5 Entire Agreement
14.6 Amendments
14.7 Fees and Expenses
14.8 Severability
14.9 Counterparts
Appendices:
- - Appendix 1: The Premises
- - Appendix 2: General Administrative Terms and Conditions
- - Appendix 3: Common Parts
- - Appendix 4: Form of Bank Guarantee
- - Appendix 5: Letter of Confirmation to Bank/Lessor
- - Appendix 6: Condition of Premises
OFFICE LEASE CONTRACT made as of February 21, 1997, between:
Central Business Center Rt., a company organized and existing under the laws of
Hungary, having its registered office at Horvat utca 14-24, Floor 5, Business
Suite 1, H-1027 Budapest, Hungary (hereinafter "Lessor"),
and
Euronet Bank 24 Rt., a company organized and existing under the laws of Hungary
having its registered offices at Zsigmond ter 10., H-1023 Budapest, Hungary
(hereinafter "Lessee")
and
Euronet Holding N.V. an incorporation organized and existing under the laws of
the Netherlands Antilles, having its registered offices at Pietermaain 15,
Curacao, Netherlands Antilles, a parent company of Euronet Bank 24 Rt.
(hereinafter "Surety").
The parties hereto agree as follows:
Article 1 - Business Center
Lessor is the owner of the office building located at Budapest II. Horvat utca
14-24. Hungary registered at the Metropolitan District Land Registration Office
under land registration sheet No. 4323 and topographical No. 13625 (the
"Business Center").
Article 2 - Premises
2.1 Description of Premises
The premises which are the subject of this Lease (hereafter collectively
referred to as "the Premises") comprise the following parts of the interior of
the Business Center:
Office: 594 m2 gross space on the 5 th floor {net space 550 m2}
Parking: 10 lots on the basement.
The Premises comprising of a gross space of 594 m2 (net space 550 m2}, are shown
edged red on the plan attached hereto in Appendix 1.
For the purposes of establishing the surface of the Premises, measurements are
effected from the internal face of external walls of the Business Center to the
internal face of structural walls, and include any pillars and partition walls,
if any. Lessee shall have the right to measure the Premises upon its taking
possession of the Premises in accordance with this Agreement.
Lessee acknowledges that Lessor may have a maximum of 13 telephone lines
allocated in the Premises.
2.2 Use of Premises
As of the Commencement Date Lessor hereby lets to Lessee, and Lessee hereby
rents from Lessor fully and exclusively the Premises in accordance with the
terms and subject to the conditions of this Agreement. Only the interior of the
Premises is rented.
The Premises shall only be used by Lessee for office operation, and purposes
directly resulting therefrom. A modification of the purpose of use of the
Premises is permitted subject to the obtaining of Lessor's prior consent in
writing, which shall not be unreasonably withheld. Notification of consent or
refusal (with good reason) shall be made within 30 days of such request by the
Lessee.
Lessee further agrees to use the Premises in accordance with the General
Administrative Terms and Conditions concerning certain administrative and
practical matters relating to Lessee's use of the Premises (such as, without
limitation, remittance of keys, parking conditions, safety measures) from time
to time in force, which shall form part of this Lease. The General
Administrative Terms and Conditions currently in force are attached hereto in
Appendix 2.
2.3 Common Parts
In addition to the Premises, Lessee, his agents and invitees shall be entitled
to use the common parts of the Business Center in accordance with the Business
Center's internal regulations, as established from time to time by Lessor, and
Lessee and its employees, agents and invitees shall be granted access to the
Premises 24 hours a day in accordance General Administrative Terms and
Conditions.
The common parts of the Business Center, comprising a total floor surface of
2,484 m2, are shown edged blue on the plan attached hereto in Appendix 3.
Lessor hereby agrees to the placement by Lessee (i) at the Roof Area of Floor
6 - location of which shall be further specified between the parties - an
emergency generator with 10kW capacity, and (ii) up to (6) six satellite dishes
for use by Lessee at the Roof Area of Floor 6 or 8, the cost of which shall be
borne by Lessee. Lessor further agrees to assist the Lessee in obtaining the
necessary and required permits to the placement and operation of such emergency
generator.
Article 3 - Term, Possession and Termination without Events of Default
3.1 Term of Lease
The parties hereto acknowledge that this Agreement shall commence on April 1,
1997 ("Commencement Date'").
Subject to extension in accordance with Section 3.2 hereof, this Lease is for a
term of 5 (five) years (the "Term"), and shall commence on the Commencement Date
and expire on March 31, 2002 (the "Expiration Date").
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3.2 Extension
Unless objected by either party in a notice to the other party, such notice to
be given no less than 3 (three) months prior to the Expiration Date, on the
Expiration Date, the Term shall be automatically extended for another 5 (five)
years upon the same terms and subject to the same conditions, provided that the
Term may not be extended beyond 2012.
3.3 Termination without Events of Default
This Lease Contract shall terminate without cause:
(a) upon expiration of the Term without extension;
(b) by mutual agreement of the Parties;
(c) on the basis of Section 39 (a) of Act LXXVIII of 1993 on the sale and
lease of residential and commercial real estates in the event of
termination of any of the Parties hereunder without legal successor;
(d) on the basis of Section 312 (1) of Act IV of 1959, as amended, if the
fulfilment of this Agreement and the respective obligations of the
Lessor or the Lessee hereunder shall become impossible for reasons
beyond the control of the Parties (the "Impossibility"). In the case
of acknowledgement of any Impossibility by any of the Parties a notice
is to be sent in writing to the other parties. Following such notice
within 60 days (the "Termination Day") the Term, as well as all of the
right, title and interest of the Parties hereunder, shall wholly cease
and expire in the same manner, and with the same force and effect as
if the termination date set forth in such notice was the Expiration
Date, and (I) the Lessee shall then quit and surrender the Premises to
the Lessor and the Lessee shall pay upon demand any Fixed Rent and
Service Charge amounts due and owing by the Termination Day; and (ii)
the Lessor shall return any extra payments made by the Lessee in
advance and which are no longer due following the Termination Day.
Article 4 - Fixed Rent and Service Charge.
4.1 Fixed Rent
4.1.1 Amount
Lessee agrees to pay as fixed monthly rent (the "Fixed Rent") for the Premises
on the basis of space and parking lot used (as such defined tinder Section 2.1
above) the following amounts:
(a) an amount denominated in Hungarian Forints ("HUF") equal to 22,869 DEM
(twenty two thousand eight hundred sixty nine German Marks), on the
basis of 38.5 DEM/gross m2 of Premises/month), plus applicable
value-added tax ("AFA"); and
(b) an amount denominated in HUF equal to 2000 DEM (two thousand German
Marks) for the 10 parking plot on the basis of 200 DEM/plot/month,
plus applicable AFA;
totalling of an amount denominated in HUF equal to 24,869 DEM (twenty four
thousand eight hundred sixty nine German Marks) (the "DEM Amount") monthly Fixed
Rent.
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4.1.2 Adjustment of Fixed Rent
Starting as of January 1, 1998, the DEM Amount shall be increased automatically
on January 1st of each year by the percentage increase in the Consumer Price
Index during a period of twelve months ending on November 1st of the immediately
previous calendar year.
For the purposes of this Agreement, the expression "Consumer Price Index" shall
mean the cost of living index for all households, base 1980, covering 753 items
in 118 municipalities quoted by the Federal Statistical Office (Statistisches
Bundesamt) of Germany contained in International Financial Statistics, or, if
such index becomes unavailable to the public, any other comparable reliable
index based upon changes in the cost of living or purchasing power of the German
Mark chosen by Lessor and agreed by Lessee.
4.2 Service Charge
4.2.1 Lessee hereby agrees to pay a portion of the operating charges and
expenses in connection with the Business Center (the "Service Charge"). For the
purposes of this Agreement, the expression "operating charges and expenses"
shall mean all accruing regular running and maintenance costs (and all taxes
levied thereon) incurred in connection with the maintenance and operation of the
Business Center and the plot on which the Business Center is located, including
property management, current public charges, operation of common areas and
facilities, heating and air conditioning, gas, electricity, water and other
utilities charges, premiums for liability insurance and insurance of the
Business Center against glass, storm, fire and other damages, independent
contractor services compensation for injury to employees, expenditures on
maintenance and service of elevators and other fixtures, fittings, plant and
machinery, management fees, including property managers' fees, legal, accounting
and other expenses which directly relate to the operation of the building and
any other costs and expenses that Lessor deems necessary for the proper running
and maintenance of the Business Center.
4.2.2 Service Charge payments are allocated among lessees of the Business
Center based on an apportioned percentage basis, based on the proportion the
surface of the premises rented by each lessee in the Business Center bears to
the entire rentable space thereof.
4.2.3 The Service Charge shall be charged to Lessee quarterly in advance as
calculated based on operating charges and expenses as budgeted by Lessor for the
relevant calendar year and shall be adjusted at the end of such calendar year on
the basis of actual operating charges and expenses incurred during that year.
Lessee shall have the right to verify (or have its accountants verify) annually
between 15 January and 15 February of each year the actual amount of operating
charges and expenses incurred in connection with the Business Center by
reviewing Lessor's Service Charge accounts for the preceding calendar year.
Lessee shall give at least five business days' notice to Lessor of its intention
to perform a review of the Service Charge accounts. The review shall take place
at the offices of the Lessor or, where appropriate, the Lessor's managing agent.
4.2.4 During the period ending December 31, 1997, Lessee agrees to pay as
quarterly advance payment of Service Charge an amount denominated in HUF equal
to 9890 DEM (nine thousand eight hundred ninety German Marks), plus applicable
AFA, on the basis of 5.55 DEM/gross m2 of Premises/month), plus AFA.
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4.3 Payment of Fixed Rent and Service Charges
4.3.1 The Fixed Rent and the Service Charge shall be paid quarterly in
advance by remittance to Lessor of an amount in HUF calculated by using the
DEM/HUF selling rate quoted by UNICBANK Rt. Budapest on the date the invoice for
Fixed Rent and Service Charges is issued by Lessor. Said invoice for Fixed Rent
and Service Charges will be issued and forwarded to Lessee by Lessor or Lessor's
agent on the 15th day of the month preceding the first month of each calendar
quarter. Payment for the Fixed Rent and Service Charges will be due the latest
(I) on the first day of each calendar quarter, or (ii) within 8 days from the
date of issue of Lessor's invoice whichever date is later, provided, however
that the payment of the Fixed Rent and the Service Charge due for the first
three months of the Term shall have to be made by the Lessee on the Commencement
Date as a condition of taking possession of the Premises. The Fixed Rent and the
Service Charge shall be deemed overdue if not received by Lessor by the due
date.
4.3.2 Any Service Charge balance due by Lessee following Lessor's annual
final settlement and reconciliation of operating charges and expenses actually
incurred in the preceding year, and any applicable AFA thereon shall be invoiced
and due with the next scheduled payment of Fixed Rent and Service Charges.
4.3.3 Payments to Lessor pursuant to this Agreement shall be made, without
any right of deductions or set-off, to the following account of Lessor No.:
12001008-00141547 with UNICBANK Rt. or to such other account of Lessor as the
Lessor may give notice to Lessee no later than 5 business days prior the date of
issue of Lessor' invoice.
4.3.4 If Lessee fails to pay when due any amount payable by it under this
Lease, the overdue amount shall bear a default interest at 3 months Libor for
DEM + 4% during the period from the due date of such amount to the date of
actual payment thereof.
4.3.5 In addition to any default interest owing to Lessor pursuant to this
Lease or by law, Lessee shall pay all costs, expenses or losses incurred by
Lessor as a result of any failure by Lessee to pay any amount payable to Lessor
pursuant to this Agreement on its due date.
4.3.6 The Lessee shall be entitled to a rent free period totalling of three
(3) months Fixed Rent - excluding the rent for the car parking lots - in the
first three years of the Term ("Rent Free Period"), provided that the Lessee
shall be released from the payment of the Fixed Rent in July and the first 15
days of August of 1997, in July of 1998, and in the first 15 days of July in
1999. Lessee acknowledges that the Service Charge and the rent for the car
parking lots shall be payable and due for the Rent Free Period as well.
4.4 Security Deposit - Bank Guarantee
As security for any claims Lessor may have against Lessee arising from this
Agreement, Lessee agrees to provide a security deposit (the "Security Deposit")
on the Commencement Date. The Security Deposit shall be an amount equal to three
months Fixed Rents. Lessee agrees to pay the Security Deposit on an interest
bearing account of the Lessor no later than on the Commencement Date. The
Security Deposit (and all interest thereon) shall be repaid to Lessee upon
termination of this Lease, subject to fulfilment of its obligations hereunder by
Lessee and except that Lessee shall bear all costs, expenses and bank charges
incurred by Lessor in connection with the Security Deposit.
5
Alternatively, Lessee may elect to effect the Security Deposit in the form of an
irrevocable and unconditional bank guarantee to the benefit of the Lessor for
an amount equal to the amount of the Security Deposit. The guarantee shall be
issued to Lessor no later than on the Commencement Date by a bank of
international standing having offices in Budapest substantially in the form of
the draft guarantee attached hereto in Appendix 4, and in substance reasonably
acceptable to Lessor.
4.4.1 Surety
The Surety hereby guarantees to the Lessor the due and punctual performance by
the Lessee of each of the payment obligations contained in this Agreement and
undertakes to hold the Lessor fully and completely indemnified on demand any
against loss, damage and liability occasioned by any failure of performance by
Lessee of its obligations under this Agreement, in accordance with Section 272
and 274(2) a) of Act IV of 1959, as amended, on the Civil Code of Hungary.
The liability of the Surety hereunder -- notwithstanding with Section 273 of the
Civil Code -- shall not be affected, impaired or discharged by reason of any
act, omission, matter or thing which but for this provision might operate to
release or otherwise exonerate the Lessee or the Surety from its liability as
obligor under this Agreement including without limitation any time or other
indulgence granted by the Lessor to the Lessee or any modification of the terms
of this Contract which may be agreed between the parties hereto.
Article 5 -- Representations and Undertakings
5.1 Representations and Undertakings of Lessee
5.1.1 Lessee hereby represents and undertakes to Lessor that the following
statements are, and will always remain, true and correct in all respects:
(a) Lessee is a limited liability company validly existing and in good
standing under the laws of Hungary and has all requisite power and
authority to enter into this Agreement and perform all of its
obligations hereunder;
(b) The execution, delivery and performance by Lessee of this Agreement
have been duly authorised and no other action is necessary on the part
of Lessee for the execution, delivery and performance of its
obligations hereunder, and this Agreement constitutes a legal, valid
and binding obligation of Lessee in accordance with its terms;
(c) Lessee has sufficient revenues to pay when due during the term of this
Agreement the Fixed Rent and all other amounts due to Lessor in
connection with the renting of the Premises, and Lessee has never been
in default in the payment of any rents or any other amounts due to any
other or previous lessors in connection with premises leased by Lessee
for office purposes.
6
(d) Lessee has always operated its business, and will continue to operate
its business at the Premises, in compliance with all applicable laws,
regulations, authorizations and licences.
5.1.2 The Surety hereby represents and undertakes to Lessor that the
following statement is and will always remain, true and correct in all respects:
(a) Surety is a legal entity validly existing and in good standing under
the laws of the Netherland Antilles and has all requisite power and
authority to enter into this Agreement and perform all of its
obligations hereunder;
(b) The execution, delivery and performance by Surety of this Agreement
have been duly authorised and no other action is necessary on the part
of Surety for the execution, delivery and performance of its
obligations hereunder, and this Agreement constitutes a legal, valid
and binding obligation of Surety in accordance with its terms;
(c) Surety has sufficient funds to guarantee the Lessee's obligations
during the term of this Agreement.
Surety has delivered to the Bank (as defined in sub-Section 5.1.3
below) statements on its pre-tax profits for the two previous
consecutive fiscal years.
5.1.3 Upon request of the European Bank for Reconstruction and Development
(the "Bank") and/or Lessor, or any transferee thereof (as the case may be),
Lessee shall promptly execute and deliver to the Bank and/or Lessor (or any
transferee thereof) (A) a letter of confirmation, in the form of Appendix 5,
confirming that on the date such letter of confirmation is issued (i) Lessee's
statements under (a), (b), (c) and (d) above are true and correct and (ii)
Lessee is not in default under any provision of this Agreement, and/or (B) a
certificate in a form acceptable to the addressee thereof, addressing, among
other things, the then current Lease terms and any other matters relating to the
Lease.
5.2 Representations of Lessor
(i) All appropriate certificates, permits and licenses required to use the
Premises and permitted pursuant to Section 2.2 hereof have been
obtained, or are in the course of being obtained, from each
governmental authority having jurisdiction over the Premises.
(ii) Lessor has no knowledge of any outstanding violation of any law, rule,
regulation, code or other requirement of any governmental authority
affecting the Premises.
Article 6 - Condition of Premises, Alterations and Repairs
6.1 Proper Condition
The condition of the Premises as of the Commencement Date is described in
Appendix 6.
Lessor agrees to keep and maintain the building structure, mechanical systems
in good condition and repair throughout the term of the lease.
7
Lessee agrees to keep and maintain the interior of the Premises, including all
related furniture and fixtures and equipment, clean and in good condition and
repair, and Lessee agrees to make all repairs and replacements and perform all
maintenance necessary to maintain the interior of the Premises and all related
furniture and fixtures and equipment, in the same condition as on the
Commencement Date, normal wear and tear excepted.
6.2 Alterations and Repairs
6.2.1 Structural Repairs and Modifications
(I) Lessor agrees to make all reasonable structural repairs to the
Premises, including, the roof, walls, ceilings, floors, pipes, and other central
electrical, mechanical, plumbing, and structural systems located in, on or
about, serving or constituting, the Premises.
Where appropriate, Lessee agrees to temporarily vacate the Premises (or any part
thereof) for a limited period of time to allow the making of reasonable
structural repairs to the Premises. The Lessor undertakes to conduct all repairs
to the Premises in a manner that will cause minimum disruption to the Lessee. In
the event of the Lessee suffering serious disruption to its business operation
for a period of more than ten (10) working day as a result of repairs being
conducted to the Premises, the Lessor shall compensate the Lessee by reducing
the amount of Fixed Rent in direct proportion to the area in which the
disruption occurs and to which client may not have access to and for the
duration of the disruption over such 10 working days, provided, however, that
such repair was not made in the interest of or per request of Lessee.
(ii) Subject to the obtaining of Lessor's prior written approval which
shall not be unreasonably withheld, Lessee may make all structural or other
alterations, repairs or improvements (including primarily the improvement of
the security) of the Premises which Lessee any deem from time to time necessary
or desirable to facilitate its use of the Premises, provided that all works
shall be performed by qualified professionals in accordance with applicable
legal requirements and all appropriate statutory and local authority
certificates, permits and licenses. The Lessor agrees to respond within 15 days
to Lessee's requests in connection with such improvements of the Premises.
All costs and expenses incurred in connection with structural modifications to
the Premises made at Lessee's request shall be borne by Lessee. Lessee is not
entitled to claim any compensation for such costs and expenses from Lessor.
Lessee may remove from time to time during the Term or within (15) days prior
to the expiration or earlier termination of the Term, all fixtures, equipment,
installations and other improvements made by or on behalf of Lessee. Lessee,
promptly and at its expense, shall repair any damage to the Premises caused by
such removal and reinstate the Premises to their original condition, as the
Premises were delivered to the Lessee by the Lessor.
6.2.2 Advertising Signs and Logos
Signs, logos or other advertising media may be affixed on the outside or the
inside of the Premises only in compliance with all applicable statutory and
local authority certificates, permits and licenses, and subject to the
obtaining of the prior written consent of Lessor (which consent shall not be
unreasonably withheld).
8
Subject to obtaining the statutory and/or local authority licences Lessee shall
be entitled to affix on the outside or inside of the Premises its signs the size
of which is proportional to the proportion the surface of the Premises rented by
Lessee in the Business Center compared to the entire rentable space thereof.
All costs and expenses in connection with the affixing of signs, logos or other
advertising media on the Premises shall be borne by Lessee.
Article 7 - Insurance
Throughout the Term, Lessor agrees to provide and keep in force insurance for
the benefit of both Lessor and Lessee which shall be valid and effective for an
amount and coverage which are customary in Hungary for buildings and real
property of similar size and use as the Business Center in Budapest. Lessor and
Lessee agree not to violate, or permit or suffer to be violated, any of the
conditions of any of said policies of insurance.
It is understood and agreed that insurance provided by Lessor shall not cover
damages, theft or any other losses with respect to equipment, furniture, or any
other property of Lessee in the Premises, and that the taking of any insurance
for such equipment, furniture or other property of Lessee shall be the sole
responsibility of Lessee.
Lessor will allow Lessee to inspect the terms and conditions of said policies
either in the Business Center or in the offices of Lessor's representatives
upon 5 days prior written notice.
Article 8 - Sublease
Lessee may not sublease, grant usage right or possession of, or let in any
manner whatsoever the Premises (or any part thereof), for a rent or free of
charge, to any third party(ies), without having notified Lessor in writing and
obtained Lessor's prior written consent.
Permission to sub-let shall not be unreasonably withheld and the Lessor shall
respond within 30 days to requests made by the Lessee under this clause.
Article 9 - Event of Default
9.1 Events of Default by Lessee
Except as otherwise provided herein, each of the following shall be deemed after
the giving of notice thereof to Lessee, an event of default on the part of
Lessee (an "Event of Default by Lessee"):
(I) if the Fixed Rent shall not be paid as and when the same shall become due
and payable, and such nonpayment shall continue for 8 (eight) days after
written notice of such nonpayment is given to Lessee by Lessor;
(ii) if any amount of Service Charge shall not be paid as and when the same
shall become due and payable and such nonpayment shall continue for a
period of 8 (eight) days after written notice of such nonpayment is given by
Lessor to Lessee;
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(iii) if Lessee shall default in the performance or observance of any of the
other obligations or terms contained herein to be performed or observed by
Lessee, and such default shall continue for a period of 8 (eight) days after
written notice of such default is given by Lessor to Lessee;
(iv) if either a voluntary petition or a proceeding to declare Lessee bankrupt
or liquidate Lessee shall be started before any court having jurisdiction
thereof unless same is discharged or stayed pending appeal and Lessee shall
continue to pay the Fixed Rent and Service Charge;
(v) if Lessee shall be adjudicated insolvent or bankrupt.
9.2 Events of Default by Lessor
Except as otherwise provided herein, each of the following shall be deemed
after the giving of notice thereof to Lessor an event of default on the part of
Lessor (an "Event of Default by Lessor"):
(i) if utility supplies are disrupted for a period of more than 10
working days and such disruption is due in the fault of the Lessor;
(ii) if Lessor shall default in the performance of observance of any of the
other obligations or terms contained herein to be performed or
observed by Lessor, and such default shall continue for a period of 8
(eight) days after written notice of such default is given by Lessee
to Lessor.
9.3 Termination by Lessor
Upon the occurrence of any one or more Events of Default by Lessee, Lessor shall
have the right thereafter to terminate this Lease by issuing a termination
notice to Lessee within 8 (eight) days of such Event(s) of Default, and, upon
the termination date set forth in such termination notice (which may not be a
date earlier than the 15th day following the date of the notice), the Term, as
well as all of the right, title and interest of Lessee hereunder, shall wholly
cease and expire in the same manner, and with the same force and effect (except
as to Lessee's liability as hereinafter provided) as if the termination date set
forth in such notice was the Expiration Date, and Lessee shall then immediately
quit and surrender to Lessor the Premises.
In the event of a cancellation or termination of this Lease, either by operation
of law or otherwise, for any reason whatsoever, Lessee shall pay upon demand any
Fixed Rent and Service Charge amounts due and owing prior to the date of such
cancellation or termination.
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9.4 Termination by Lessee
Upon the occurrence of any one or more Events of Default by Lessor, the Lessee
shall have the right thereafter to terminate this Lease by issuing a
termination notice to the Lesser within 8 (eight) working days of such Event(s)
of Default, and, upon the termination date set forth in such termination notice
(which may not be a date earlier than the 15th day following the date of the
notice), the Term, as well as all of the obligations of Lessee hereunder, shall
wholly cease and expire in the same manner, and with the same force and effect
as if the termination date set forth in such notice was the Expiration Date.
Such termination by the Lessee shall not affect any of its rights arising under
this Agreement.
9.5 Non Performance
If an Event of Default by Lessee shall occur in respect of the performance or
observance of any of the obligations or terms herein contained, Lessor may
perform the same in a timely and reasonable manner for the account of Lessee,
and any amount paid, or any other expense incurred, by Lessor in the performance
of the same, shall be payable by Lessee within 30 (thirty) days after demand
therefor by Lessor.
Non performance by Lessor of any of the obligation on Lessee's part to be
performed hereunder shall be or be deemed to be a waiver of Lessee's default in
the failure to perform the same nor shall the performance thereof by Lessor
release or relieve Lessee from any obligation on Lessee's part to be performed
under this Lease.
9.6 Statutory Lien
Lessor shall have a lien, in accordance with Section 429 of the Civil Code over
the tangible assets owned by Lessee and located in the Premises up to an amount
which is equal to the aggregate of any unpaid Fixed Rent and accrued default
interest. In the event that the Lease is terminated because of non-payment of
the Fixed Rent, Lessee may only remove its tangible assets from the Premises in
accordance with any instructions given by Lessor to Lessee. Lessee hereby
acknowledges the existence of such lien and undertakes not to challenge such
lien if Lessor chooses to exercise its rights under it.
Article 10 - Surrender
Lessee shall, on the last day of the Term or upon the sooner termination of the
Term, and subject to any lien Lessor any have acquired over Lessee's tangible
assets as provided in Section 9.4 hereof, quit and surrender to Lessor the
Premises vacant, free of all equipment, furniture, logos and other advertising
signs, and other personal property of Lessee.
Upon request of Lessor, structural modifications to the Premises made pursuant
to Section 6.2 hereof shall also be removed, and the Premises reinstated to
their original condition, at Lessee's expenses no later than on the day of
Lessee's quitting and surrender of the Premises.
All Fixed Rent, Service Charge and other items payable by Lessee under this
Lease shall be appointed to the actual date of Lessee's quitting and surrender
of the Premises.
11
Article 11 - Damage or Destruction
If the entire Business Center shall be materially damaged by fire or other
casualty during the Term, Lessee may terminate this Lease by notifying Lessor of
its election to do so, whereupon this Lease and the Term hereof shall terminate
as of the termination date set forth in such notice by Lessee, provided that the
Fixed Rent and the Service Charge (and all other amounts due hereunder) shall be
equitably apportioned as of the date of such fire or other casualty.
Article 12 - Liability
12.1 Liability of Lessee
Lessee agrees to indemnify and hold harmless Lessor from and against any and all
losses, costs, claims, damages and liabilities which Lessor may suffer arising
in connection with this Agreement and Lessee's renting of the Premises by reason
of or in connection with any action or omission of any of its officers,
employees, agents, visitors, clients, or suppliers.
12.2 No Personal Liability of Lessor
Lessee hereby indemnifies Lessor and holds Lessor harmless from and against any
and all claims for damages, loss, expense or liability due to, but not limited
to, bodily injury, including death resulting at any time therefrom, and or
property damages, now or hereafter arising from any act, work or things done or
permitted to be done or otherwise suffered, or any omission to act, in or about
the Premises, by Lessee or by any of Lessee's agents, employees, contractors, or
invitees, or from any breach or default by Lessee in the performance of any
obligation on part of Lessee to perform under the terms of this Lease except
to the extent such damage, loss, expense or liability is caused by the sole
negligence or misconduct of Lessor or its employees, agents or invitees.
Lessee shall also indemnify Lessor from and against all damage, loss, expense
(including, without limitation, attorneys' fees), and liability incurred or
suffered by the Lessor in the defence of, or arising out of or resulting from
any such claim or action or proceedings brought thereon. In the event of any
action or proceedings shall be brought against Lessor by reason of any such
claim, the Lessee, upon notice from Lessor, shall defend the same at Lessee's
expense by counsel reasonably satisfactory to Lessor.
The Lessee also waives any claims against the Lessor for injury to the Lessee's
business or any loss of income therefrom or for damage to goods, wares,
merchandise or other property of Lessee, or for injury or death of Lessee's
agents, employees, invitees, or any other person in or about the Premises from
any cause whatsoever, except to the extent caused by Lessor's gross negligence.
The obligations of Lessee contained in this Article shall survive termination of
this Lease.
Article 13 - Access to Premises
Lessor, or any duly authorized person on Lessor's behalf, may enter the
Premises in the following cases:
12
- - at any time, in the case of imminent danger for the persons or
property;
- - during normal working hours and upon reasonable notice, in order to
verify Lessee's adherence to the terms of this Agreement, or any other
reasonable ground as notified to Lessee.
Article 14 - Miscellaneous Provisions
14.1 Governing Law and Jurisdiction
(I) This Lease and the legal relations between the parties hereto shall be
governed by and construed in accordance with the laws of the Republic of
Hungary, without regard to conflicts of laws principles thereof.
(ii) Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination, or invalidity thereof, that cannot be
settled amicably within 30 days after receipt by one party of the other party's
request to do so, shall be settled by arbitration in accordance with the
Arbitration Rules of the Permanent Arbitration Court attached to the Hungarian
Chamber of Commerce and Industry (the "Rules"), by an arbitration panel
consisting of three arbitrators appointed in accordance with the Rules. The
arbitrators shall be Hungarian citizens and shall be proficient in English.
The appointing authority for the purposes of the Rules shall be the President
for the time being of the Permanent Arbitration Court attached to the Hungarian
Chamber of Commerce and Industry.
Arbitration proceedings shall be held in Budapest and shall be conducted in the
English language, but the award shall be prepared in the Hungarian language.
The parties hereto agree that the decision of the arbitration panel shall be
final and binding and shall be enforceable in any court of competent
jurisdiction.
14.2 Confidentiality
Each party hereto agrees that it will, and will cause its directors, personnel
and authorised representatives to hold in strict confidence all data and
information concerning the other party and its business obtained from the other
party, and such other party's representatives (other than information which is a
matter of general public knowledge or which came into the general public
knowledge other than as a result of a breach of this covenant) and will not,
and will ensure that such other persons do not, disclose such data and
information to others without the prior written consent of the other Party,
except that Lessor may disclose this Agreement and any other information
concerning Lessee (including any credit report or other financial information
relating to Lessee) and the Surety to the Bank.
14.3 Binding Effect
This Lease shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns, except, however,
that Lessee hereby acknowledges and agrees that this Agreement, or any right
of Lessor thereunder, may be assigned to, and/or exercised at any time by, the
Bank or to, and by, a third party designated by the Bank.
13
Except as provided in the preceding sentence and in Sections 3.2 and 14.6
hereof, nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective successors and
permitted assigns, any rights or remedies under or by reason of this Agreement.
14.4 Notices
All notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be sent in writing and shall be
deemed to have been duly given (a) when delivered by hand, at delivery, (b) when
sent by registered mail or delivered by DHL or another courier service, at
delivery or (c) when sent by telecopy (with receipt confirmed), upon receipt, as
follows:
(a) if to Lessor, at:
Central Business Center Rt.
Horvat utca 14-24, V-l.
H-1027 Budapest
Hungary
Attention: Mr. Kanji Yamada managing director
Telecopy n/0/:214-0656
(b) if to Lessee, at:
Euronet Bank 24. Rt.
at Zsigmond ter 10., H-1023 Budapest, Hungary
Attention: Mr. Daniel R. Henry managing director
Telecopy n/0/:335 1226
(c) if to Surety, at:
Euronet Holding N.V.
at Pietermaain 15, Curacao, Netherlands Antilles,
Attention: Dennis Depenbusch
Telecopy n/0/: (48)(22)6306872
or to such other persons, addresses and telecopy numbers as a party shall
specify as to itself by notice in writing to the other party.
14.5 Entire Agreement
This Agreement (including, for the avoidance of doubt, the General
Administrative Terms and Conditions from time to time in force) constitutes the
entire agreement between the parties hereto and supersedes all prior agreements
and understandings, oral and written, between the parties hereto with respect to
the subject matter hereof. In the event of any ambiguity or discrepancy between
the provisions of this Agreement and any subsequent General Administrative Terms
and Conditions, the terms of this Agreement shall prevail.
14
14.6 Amendments
This Agreement may be amended, modified or supplemented (and agreements pursuant
to this agreement may be made) only in writing and any amendment, modification
or supplement or agreement pursuant to this Agreement shall be valid and
effective only after being executed by the authorised officers of the parties.
14.7 Fees and Expenses
Each of the parties hereto shall pay its own fees and expenses incident to the
negotiation, preparation and execution of this Agreement (including attorneys',
agents' and other advisors' fees).
14.8 Severability
If any part of this Agreement shall be invalid or unenforceable, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remaining portions.
14.9 Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which together shall be deemed to
be one and the same instrument.
IN WITNESS WHEREOF the Parties acting through their duly authorized
representatives have caused this Agreement to be executed in their respective
names, in 4 (four) original counterparts.
Budapest, on February 21, 1997
CENTRAL BUSINESS CENTER Rt. EURONET BANK 24 RT.
as Lessor as Lessee
/s/ Kanji Yamada /s/ Daniel R. Henry
- ----------------------- ---------------------------
By: Kanji Yamada By: Mr. Daniel R. Henry
Title: Managing Director Title: managing director
EURONET HOLDING N.V.
as Surety
/s/ Dennis Depenbusch
- ------------------------
By: Dennis Depenbusch
Title: Managing Director
15
APPENDIX 1
[FLOOR PLAN OMMITTED]
Appendix 2 The General Administrative Terms and Conditions
Lessor shall, in a manner it deems proper in its option, maintain directly or
through subcontractors from time to time the Common Parts according to the
attached General Administrative Terms and Conditions.
Lessor shall be entitled to close any of the Common Parts whatever extent
required in the option of Lessor's counsels to prevent the dedication of any of
the Common Parts or the accrual of any rights of any person or the public to the
Common Parts, close temporarily any of the Common Parts for maintenance purposes
and make changes to the Common Parts including without limitation, changes in
the location of driveways, entrances, exits, vehicular parking spaces, parking
area, the designation of areas for the exclusive use of others, the direction of
the flow of traffic or construction of other building thereupon.
The attached rules of use of the Common Parts are obligatory for any person
using the Common Parts. It is acknowledged that Lessor is under no obligation to
provide the services described herein but may do so at its option. Lessor shall
not bear any liability for any damages that may occur from the breach of the
rules described hereunder by Lessee or any other third parties.
16
HORVATH UTCA OFFICE BUILDING
- ----------------------------
1. SECURITY SERVICES
The building security services are to be provided on a 24 hour a day basis,
seven days a week for the full year. Outside of normal working hours a security
logging system shall be operated throughout the building.
The Security Guard will be required to assist the Receptionists as and when
required to monitor all Visitors to the building and ensure the correct issue of
Visitors passes in accordance with any particular tenants written requirements.
His duties will also include the issuing of all keys to personnel present on the
site undertaking other activities associated with the operation, maintenance and
management of the building.
2. RECEPTION AND PORTERAGE
A Receptionist shall be provided during normal working hours only, at the
reception Desk inside the Main entrance. Their duties shall include the
monitoring of all visitors to the building and the issuing of Visitors passes in
accordance with any particular tenants written requirements. This shall include
notifying tenants of visitors to the building.
Porterage duties shall be provided on a 24 hours 365 day basis. The duties shall
include the delivery of mail and/or special deliveries to the tenants throughout
the building and other ancillary tasks as required on a day to day basis. These
activities can be associated with postal distribution and the out of hours
requirements of the mechanical car parking system.
For security reasons, the Security Services request the following from the
tenants of the building:
1. Each tenant should keep the office keys at the Reception Area.
2. The keys are to be picked up only by those tenants/employees whose names
are included on a pre-approved list given to the Security Services. This
action is to be documented on a form supplied by the Security Services.
3. The last person leaving the office must lock the doors and give the keys to
the guard or the receptionists at the Reception Area. This action will be
documented as well on a form supplied by the Security Services.
4. The tenants, their employees are requested to wear a badge at all time. The
badge is to be valid, it is to be equipped with a picture and must be worn
where it is visible. The distribution and the registration of the badges is
the responsibility of the reception, based on the pre-approved list
supplied to the Security Services by the tenants. The expense incurring in
regard to the badges is the responsibility of the tenants.
5. Each tenant will be called by the Reception upon the arrival of a
visitor/guest for entrance approval into the building. Each visitor must
wear a Visitors Badge at all time placed in a visible location on their
clothing. The Security Services kindly request that each tenant reports the
departure of their Visitor/guest to the Reception Desk in return.
17
3. CAR PARK CARD ENTRY SYSTEM
24 hour, year round personnel are provided for parking services. Outside of
normal office hours duties will be combined with the portage services.
4. ELEVATOR USE
The elevator installation comprising of 4 Passenger Lifts.
Each lift serving the floor levels throughout the building has a maximum
capacity of 8 passengers.
Elevator No. 1 is located in Core No. 3. It is a combined passenger lifts only
with capacity of 630 kg or 8 persons each. The car makes 7 stops between
the Ground Floor and the 6th Floor.
Elevator No. 3. is located in Core No. 1 and is a passenger and a fireman lift
with a capacity of 630 kg or 8 persons. The car makes 8 stops between the
Ground Floor and the 7th Floor.
5. CLEANING SERVICES
The cleaning duties will be undertaken in the morning before the commencement of
the normal working day. They will be carried out on week days in the sanitary
and general common user areas but on a seven day a week full year basis in the
Ground Floor common user areas.
The main areas covered by the Cleaning Schedule are as follows:
1. Entrance and Reception Area
2. Staircases
3. Corridors and Landings
4. Lift
5. Toilets
6. POSTAL DISTRIBUTION
These duties will include the receipt of all post from the local Hungarian
postal distribution system together with any other special deliveries. These
will be stored and delivered promptly to each tenant in accordance with their
particular written requirements.
Collection of mail from the tenant is to take place twice a day with dispatch at
the Post Office.
Any other communications received by any other source at any time of the day
shall be delivered promptly to each tenant as and when required.
Confidentiality of all post. other packages and communications will be
maintained at all times. Damaged or opened post or packages will be notified to
the relevant tenant for his inspection if so requested before delivery to the
tenant.
18
APPENDIX 3
[FLOOR PLAN OMMITTED]
Appendix 4 Form of Bank Guarantee
In consideration of ( ) (the "Lessor"), (which expression shall include the
Lessor's successors and assigns), leasing to ( ) (the "Lessee"), (which
expression shall include the Lessee's successors and assigns), premises in an
office building by the Lessor at ( ) pursuant to a Lease Agreement dated ( )
(the "Lease Agreement"), we ( ) hereby unconditionally, irrevocably and directly
guarantee to the Lessor that in the event that the Lessee fails to pay any rent
and/or service charge payable to the Lessor in accordance with and pursuant to
the Lease Agreement, we shall forthwith on demand by the Lessor pay to the
Lessor in any rent/or service charge unpaid as aforesaid.
PROVIDED THAT:
(I) our liability under this guarantee shall in no event exceed the amount
corresponding to ( ) months rent, being ( ); and
(ii) our liability hereunder shall expire three months after the expiration of
the Lease Agreement.
The demand for payment of any sum payable by us hereunder may be made by notice
sent by registered mail to our address as set out above and such notice shall be
effective upon receipt by us at the address indicated above.
This guarantee shall be construed in all respects in accordance with the laws of
Hungary.
19
Appendix 5 Letter of Confirmation
Via Facsimile and Registered Mail
- ---------------------------------
Central Business Center Rt.
Horvat utca 14-24, V-1
H-1027 Budapest
Hungary]
European Bank for Reconstruction
and Development
One Exchange Square
London EC2A 2EH
Great Britain ] Budapest, _________, 199.
Re.: Office Lease Contract dated _______, 199. / Letter of Confirmation
Dear Sirs,
We refer to the Office Lease Contract dated _______________, 199. (the
"Agreement") between [ name of Lessee ] and Central Business Center Rt. and a
request by [ Central Business Center Rt. / European Bank for Reconstruction and
Development ] dated _______, 199. in accordance with Clause 5.1.2 of the
Agreement.
Unless otherwise defined herein, terms and expressions defined in the Agreement
have the same respective meanings when used in this letter of confirmation.
1. We are pleased to confirm that the following statements are true and
correct in all respects as of the date hereof:
(a) [ name of Lessee ] is a [ - limited liability company / company limited
by shares - ] validly existing and in good standing under the laws of [ -
Hungary - ] and has all requisite power and authority to enter into this
Agreement and perform all of its obligations hereunder;
(b) The execution, delivery and performance by [ name of Lessee ] of the
Agreement have been, and remain, duly authorised, and the Agreement
constitutes a legal, valid and binding obligation of [ name of Lessee ]
in accordance with its terms;
20
(c) [ name of Lessee ] has sufficient revenues to pay when due during the
term of this Agreement the Fixed Rent and all other amounts due to
Central Business Center Rt. in connection with the renting of the
Premises, and [ name of Lessee ] has never been in default in the
payment of any rents or any other amounts due to Central Business
Center Rt., or any other or previous lessors in connection with
premises leased by [ name of Lessee ] for office purposes.
Lessee's pre-tax profits for the [ - three - ] previous consecutive
fiscal years, are equal to ________________.
(d) [ name of Lessee ] has always operated, now operates, and will continue
to operate its business at the Premises in compliance with all
applicable laws, regulations, authorizations and licences.
2. We further confirm that [ name of Lessee ] has not been, is not, and will
not at any time be in default in any respect under any provision of the
Agreement.
This letter is given pursuant to Clause 5.1.2(A) of the Agreement solely for
the information of the persons to whom it is addressed, and may not be disclosed
to, or relied upon by, any other person.
Yours faithfully,
[ name of Lessee ]
- -----------------------
By:
Title:
21
APPENDIX 6
[BLANK]
CENTRAL BUSINESS CENTER
AMENDMENT I.
TO THE OFFICE LEASE CONTRACT
- --------------------------------------------------------------------------------
between
Central Business Center Rt.
represented by: Mr Kanji Yamada managing director
---------------------------------
and
Euronet Bank 24. Rt.
represented by: Mr Daniel R. Henry managing director
------------------------------------
Budapest
May 13, 1997
AMENDMENT I.
TO THE OFFICE LEASE CONTRACT
concluded on May 13, 1997, between
Central Business Center Rt., a company organized and existing under the laws of
Hungary, having its registered office at Horvat u. 14-24, H-1027 Budapest,
Hungary (hereafter "Lessor"), and
Euronet Bank 24. Rt., a company organized and existing under the laws of
Hungary, having its registered offices at 1027 Budapest, Horvat u. 14-24.
(hereinafter "Lessee").
and
Euronet Holding N.V. an incorporation organized and existing under the laws of
the Netherlands Antilles, having its registered offices at Pieterrnaain 15,
Curacao, Netherlands Antilles, a parent company of euronet Bank 24. Rt.
(hereinafter "Surety").
(Lessor, Lessee and Surety hereinafter together referred to as the "Parties")
WHEREAS the Lessor and the Lessee concluded and Office Lease Contract
on February 21, l997 under which the Lessee rents 594 m2
gross commercial space and 10 parking lots in the garage in
the Business Center;
WHEREAS the Lessee requested the Lessor to decrease the rented area
by 4 (four) parking lots in the garage of the Business Center;
WHEREAS on the basis of Section 14.6 of the Office Lease Contract the Parties
by mutual consent agreed to modify the Office Lease Contract with
respect to the decrease of the Premises:
NOW THEREFORE the Parties agree as follows:
(capitalized terms, clause reference headings used herein being the
corresponding clause of the Office Lease Contract)
(1) The Parties agreed that sub-section 2.1, 3.2 and 4.1.1 of the Office Lease
Contract shall be modified as follows:
l.l Sub-Section "2.1 Description of Premises" shall be supplemented as follows:
"The Premises which are the subject of this Lease (hereafter collectively
referred to as "the Premises") comprise the following parts of the interior
of the Business Center:
Office: 594 m2 gross space on the ground floor {550 m2 net space}
Parking: 6 lots on the basement.
1
The Premises comprising of a gross space of 594 m2 (550 m2 net space),
are shown edged red on the plan attached hereto in Appendix I.
For the purposes of establishing the surface of the Premises,
measurements are effected from the internal face of external walls of
the Business Center to the internal face of structural walls, and
iuclude any pillars and partition walls, if any. Lessee shall have the
right to measure the Premises upon its taking possession of the
premises in accordance with this Agreement.
Lessee acknowledges that Lessor may make available to Lessee a maximum
of 13 digital telephone lines allocated in the Premises.
1.2 The first sentence of Sub-Section "3.1 Term of Lease" shall be
supplemented as follows:
"The parties hereto acknowledge that the term of this Lease with
respect to the original 10 parking lots shall commence (i) on February
21, 1997 or (ii) as of the date of occupation of any part of the
Premises by Lessee whichever date is earlier; and with respect to the
deduction of parking lots, the remaining 6 lots on June 1, 1997
("Commencement Date").
1.3. Sub-Section "4.1.1 Amount" shall be modified as follows:
As of June 1, 1997 Lessee agrees to pay as fixed monthly rent (the
"Fixed Rent") for the Premises on the basis of space and parking lot
used (as such defined under Section 2.1 above) the following amounts:
(a) an amount denominated in German Marks ("DEM") of 22.869,- DEM
(Twentytwo Thousand Eight Hundred Sixty Nine German Marks) on the
basis of 38.5 DEM/ m2 of Premises/month, plus applicable value-
added tax ("AFA"); and
(b) an amount denominated in German Marks of 1.200,- OEM (One
Thousand Two Hundred German Marks) for the 5 parking lots on the
basis of 200 DEMplot/month, plus applicable AFA;
totaling of an amount denominated in German Marks of 24.069,- DEM
(Twenty four Thousand Sixty Nine German Marks) (the "DEM Amount")
monthly Fixed Rent.
(2) The Sections of the Office Lease Contract, that have not been amended
and replaced according to Section (1) of this Amendment I. to the
Office Lease Contract shall remain unchanged and effective.
(3) The provisions of this Amendment I. shall come into force and effect
on the date first above written.
2
IN WITNESS WHEREOF the Parties acting through their duly authorized
representatives have caused this Amendment to be executed in their respective
names, in 4 (four) original counterparts.
CENTRAL BUSINESS CENTER Rt. EURONET BANK 24 Rt.
/s/ Kanii Yamada /s/ Daniel R. Henry
- ------------------------- -------------------------
By: Kanii Yamada By: Daniel R. Henry
Title: Managing Director Title: Managing Director
EURONET HOLDING N.V.
/s/ Dennis Depenbusch
-------------------------
By: Dennis Depenbusch
Title: Managing Director
3
Execution Copy! 10.13
CENTRAL BUSINESS CENTER
AMENDMENT II.
TO THE OFFICE LEASE CONTRACT
- --------------------------------------------------------------------------------
between:
Central Business Center RT., as Lessor
represented by: Mr. Gerhard Hoffmann, member of Board of Directors
Mr. Takeshi Katsurai, member of Board of Directors
and
Euronet Banktechnikai Szolgaltato Rt., as Lessee
represented by: Mr. William Benko managing director
Budapest
November 7, 1997
AMENDMENT II. TO THE OFFICE LEASE CONTRACT made as of November 7, 1997, between:
Central Business Center Rt., a company organized and existing under the laws of
Hungary, having its registered office at Horvat utca 14-24, H-1027 Budapest,
Hungary (hereinafter "Lessor"),
and
Euronet Banktechnikai Szolgaltato Rt. (formerly Euronet Bank 24 Rt.), a company
organized and existing under the laws of Hungary having its registered offices
at Horvat utca 14-24, H-1027 Budapest, Hungary (hereinafter "Lessee")
and
Euronet Holding N.Y. an incorporation organized and existing under the laws of
the Netherlands Antilles, having its registered offices at Pietermaain 15,
Curacao, Netherlands Antilles, a parent company of Euronet Bank 24 Rt.
(hereinafter "Surety").
WHEREAS the Lessor and the Lessee (and the Surety) concluded an Office Lease
Contract on February 21, 1997 under which the Lessee rents 594 m2 gross
commercial space and 6 parking spaces in the garage in the Business
Center;
WHEREAS the Lessee requested the Lessor to provide (i) as of November 17, 1997
an additional 199 net sm (which is 215 gross sm) space on the first
floor of the Business Center, (ii) as of December 1, 1997 and
additional 300 net sm (which is 324 gross sm) space on the ground floor
of the Business Center; (iii) an additional 17 telephone lines; and
(iv) a right of first refusal with respect to renting (a) an office
space of 358 m2 net space on the 5th floor and 6 parking spaces on the
basement, currently rented by Orszagos Betetbiztosito Alap ("OBA
Premises") and/or (b) an office space of 103 m2 net space on the 5th
floor and 2 parking spaces on the basement currently rented by Nichimen
Corporation ("Nichimen Premises") which has been approved by the
Lessor; and
WHEREAS on the basis of Section 14.6 of the Office Lease Contract by the
Parties by mutual consent agreed to modify the Office Lease Contract
with respect to the lease of additional premises by the Lessee;
NOW THEREFORE the parties agree as follows:
(capitalized terms, clause reference headings used herein being the
corresponding clause of the Office Lease Contract)
(1) The parties agreed that sub-sections 2.1, 4.1.1, 4.2.4 and 4.3.6 of the
Office Lease Contract shall be modified as follows and two new sections
shall be incorporated in the Contract under Section 3.4 and 6.2.3:
1
1.1 Sub-Section "2.1 Description of Premises" shall be entirely modified as
follows:
2.1 Description of Premises
The premises which are the subject of this Lease (hereinafter collectively
referred to as "the Premises") comprise the following parts of the interior
of the Business Center:
Office:
- --------------------------------------------------------------------------------
Commencement Floor Gross m2 Net m2 Condition
- --------------------------------------------------------------------------------
April 1, 1997 5th 594 550
- --------------------------------------------------------------------------------
November 17, 1997 1st 215 199 installation of the
partitioning of an
office and a meeting
room at the cost of
the Lessor
- --------------------------------------------------------------------------------
December 1, 1997 ground 324 300 installation of a tea
kitchen and the
partitioning of an
office at the cost of
the lessor
- --------------------------------------------------------------------------------
Total 1,133 1,049
- --------------------------------------------------------------------------------
Parking: 6 parking spaces in the basement
The Premises comprising of an aggregate gross space of 1133 m2 (and net
space of 1049 m2), are shown edged red on the plan attached hereto in
Appendix 1.
For the purposes of establishing the surface of the Premises, measurements
are effected from the internal face of external walls of the Business
Center to the internal face of structural walls, and include any pillars
and partition walls, if any. Lessee shall have the right to measure the
Premises upon its taking possession of the Premises in accordance with this
Agreement.
Lessee acknowledges that Lessor may have a maximum of 30 telephone lines
allocated in the Premises.
1.2 Sub-Section "4.1.1 Amount" shall be modified as follows:
4.1.1 Amount
4.1.1.1 By December 31, 1997 Lessee agrees to pay as fixed monthly rent
(the "Fixed Rent") for the Premises on the basis of space and
parking space used (as such defined under Section 2.1 above) the
following amounts:
2
(a) an amount denominated in Hungarian Forints ("HUF") equal to 22,869 DEM
(twenty two thousand eight hundred sixty nine German Marks), on the
basis of 38.5 DEM/gross m2 of Premises/month), plus applicable value-
added tax ("AFA"); and
(b) an amount denominated in HUF equal to 1,200 DEM (one thousand two
hundred German Marks) for the 6 parking spaces on the basis of 200
DEM/parking spaces/month, plus applicable AFA;
totalling of an amount denominated in HUF equal to 24,069 DEM (twenty four
thousand sixty nine German Marks) (the "DEM amount") monthly Fixed Rent.
The rent payment for the 4th quarter of 1997 shall be adjusted by the
Lessee:
(i) by 12,416 DEM (twelve thousand four hundred sixteen German Marks) plus
AFA for the months November (for the period between November 14 and
30) and December 1997 in connection with the lease of the premises on
the 1st floor; and
(ii) by 12,474 DEM (twelve thousand four hundred seventy four German Marks)
plus AFA for the month December 1997 in connection with the lease of
the premises on the ground floor.
4.1.1.2 Commencing as of January 1, 1998 Lessee agrees to pay as fixed monthly
rent (the "Fixed Rent") for the Premises on the basis of space and
parking space used (as such defined under Section 2.1 above) the
following amounts:
(a) an amount denominated in Hungarian Forints ("HUF") equal to 43,620.5
DEM (forty three thousand six hundred twenty point five German Marks),
on the basis of 38.5 DEM/gross m2 of Premises/month), plus applicable
value-added tax ("AFA"); and
(b) an amount denominated in HUF equal to 1,200 DEM (one thousand two
hundred German Marks) for the 6 parking spaces on the basis of 200
DEM/parking spaces/month, plus applicable AFA;
totalling an amount denominated in HUF equal to 44,820.50 DEM (forty four
thousand eight hundred twenty point five German Marks) (the "DEM Amount")
monthly Fixed Rent.
1.3 Sub-Section 4.2.4 shall be modified as follows:
4.2.4 During the period ending December 31, 1997, Lessee agrees to pay as
quarterly advance payment of Service Charge an amount denominated in HUF
equal to 9,890 DEM (nine thousand eight hundred ninety German Marks), plus
applicable AFA, on the basis of 5.55 DEM/gross m2 of Premises/month), plus
AFA.
3
The quarterly Service Charge advance payment for the 4th quarter of 1997
shall be adjusted:
(i) by 1,790 (one thousand seven hundred ninety German Marks) plus AFA
for the months November (for the period between November 14 and 30)
and December 1997 in connection with the lease of the premises on the
1st floor; and
(ii) by 1,798 DEM (one thousand seven hundred ninety eight German Marks)
plus AFA for the month December 1997 in connection with the lease of
the premises on the ground floor.
1.4 Sub-Section 4.3.6 shall be entirely modified as follows:
4.3.6 The Lessee shall be entitled to a rent free period ("Rent Free
Period"):
(a) of three months (3 months) fixed rent of the premises on the 5th
floor (i.e. fixed rent of 594 m2 gross space) which will be available
in July and the first 15 days of August of 1997, in July of 1998, and
in the first 15 days of July in 1999;
(b) of one and a half months (1.5 months) fixed rent of the premises on
the 1st floor (i.e. fixed rent of 215 m2 gross space) which will be
available in July of 1998, and in the first 15 days of July in 1999;
(c) for four months (4 months) fixed rent of the premises on the ground
floor (i.e. fixed rent of 324 m2 gross space) which will be available
in August in 1998, 1999, 2000 and 2001.
Lessee acknowledges that the Service Charge and the rent for the car
parking spaces shall be payable and due for the Rent Free Period as well.
1.5 Under Sub-Section 3.4. the following new paragraph shall be inserted in the
Contract:
3.4. Right of First Refusal
If the OBA Premises and/or the Nichimen Premises shall become vacant,
Lessor shall first offer such area or any part thereof to Lessee, in which
case Lessee within 15 working days from receiving such notice in writing
may choose to occupy the offered space at a rent mutually agreed by the
parties and in accordance with the terms of this Contract.
1.6 Under Sub-Section 6.2.3, the following new paragraph shall be inserted in
the Contract:
6.2.3 Special Instructions
Constructions by Lessor Subject to the request of the Lessee, the Lessor
shall have a interior staircase installed between the Premises on the 1st
and ground floors rented to the Lessee by Lessor, provided that the Lessor
shall have the structural drawings of the interior staircase prepared and
out of such drawings at the price of which is acceptable to the Lessee the
Lessor shall have the staircase constructed.
4
Permits. Any and all permits in connection with the construction works to
be carried out by Lessor in connection with the construction of the
interior staircase shall be obtained by Lessor.
Costs. The costs of the preparation of the static drawings and the
construction works in connection with the interior staircase and any
additional special fitting out works in the Premises on the ground and
first floors as well as the reinstatement of the staircase when the
Agreement expires shall be borne by the Lessee. Standard fitting out works
shall be borne by the Lessor (which includes standard carpets, walls and
ceiling fitting out, installation of the partitioning of an office and a
meeting room on the first floor and installation of a tea kitchen and the
partitioning of an office on the ground but does not include all other
partitioning and furnishing).
(2) The Lessee agrees to increase by November 17, 1997 the amount of the Bank
Guarantee, provided to the Lessor in accordance with Section 4.4 of the
Office Lease Contract to an amount equal to three months Fixed Rents
payable as of January 1, 1998 (i.e. DEM 134,462).
(3) The Sections of the Office Lease Contract, that have not been amended and
replaced according to Section (1) of this Amendment II to the Office Lease
Contract - also with respect to Amendment I - shall remain unchanged and
effective.
(4) The above provisions shall come into force and effect as of November 17,
1997 following the execution of this Amendment II.
IN WITNESS WHEREOF the Parties acting through their duly authorized
representatives have caused this Amendment to be executed in their respective
names, in 4 (four) original English and Hungarian counterparts.
CENTRAL BUSINESS CENTER Rt. EURONET Banktechnikai Szolgcltatu Rt.
as Lessor as Lessee
/s/ Mr. Gerhard Hoffman /s/ Mr. William Benko
- --------------------------- -----------------------------
By: Mr. Gerhard Hoffman By: Mr. William Benko
Mr. Takeshi Katsurai Title: managing director
Title: members of the Board of Directors
EURONET HOLDING N.V.
as Surety
/s/ Mr. Dennis Depenbusch
- ---------------------------
By: Mr. Dennis Depenbusch
Title: managing director
5
Execution copy !
CENTRAL BUSINESS CENTER
-
AMENDMENT III.
TO THE OFFICE LEASE CONTRACT
- --------------------------------------------------------------------------------
between:
Central Business Center Rt., as Lessor
represented by: Mr. Gerhard Hoffmann, member of the Board of Directors
Mr. Takeshi Katsurai, member of the Board of Directors
and
Euronet Banktechnikai Szo1galtato Rt., as Lessee
represented by: Mr. William Benko managing director
Budapest
*
January 20, 1998
AMENDMENT III. TO THE OFFICE LEASE CONTRACT made as of January 20, 1998,
between:
Central Business Center Rt., a company organized and existing under the laws of
Hungary, having its registered office at Horvat utca 14-24, H-1027 Budapest,
Hungary (hereinafter "Lessor"),
and
Euronet Banktechnikai Szolga1tato Rt. (formerly Euronet Bank 24 Rt.), a company
organized and existing under the laws of Hungary having its registered offices
at Horvat utca 14-24, H-1027 Budapest, Hungary (hereinafter "Lessee")
and
Euronet Holding N.V. an incorporation organized and existing under the laws of
the Netherlands Antilles, having its registered offices at Pietermaain 15,
Curacao, Netherlands Antilles, a parent company of Euronet Bank 24 Rt.
(hereinafter "Surety").
WHEREAS the Lessor and the Lessee (and the Surety) concluded an Office
Lease Contract on February 21, 1997, as amended under which
the Lessee rents 1133 m2 gross commercial space and 6 parking
spaces in the basement in the Business Center;
WHEREAS the Lessee requested the Lessor to provide two additional
parking spaces in the basement of the Business Center as of
January 1, 1998; and
WHEREAS on the basis of Section 14.6 of the Office Lease Contract the
Parties by mutual consent agreed to modify the Office Lease
Contract with respect to the lease of additional premises by
the Lessee;
NOW THEREFORE the parties agree as follows:
(capitalized terms, clause reference headings used herein being the
corresponding clause of the Office Lease Contract)
(1) The parties agreed that sub-sections 2.1 and 4.1.1 of the Office Lease
Contract shall be modified as follows:
1.1 Sub-Section "2.1 Description of Premises" shall be entirely modified as
follows:
2.1 Description of Premises
The premises which are the subject of this Lease (hereafter
collectively referred to as "the Premises") comprise the following
parts of the interior of the Business Center:
1
Office:
- --------------------------------------------------------------------------------
Commencement Floor Gross m2 Net m2 Condition
- --------------------------------------------------------------------------------
April 1, 1997 5 th 594 550
- --------------------------------------------------------------------------------
November 17, 1997 1 st 215 199 installation of
the partitioning
of an office and
a meeting room at
the cost of the
Lessor
- --------------------------------------------------------------------------------
December 1, 1997 ground 324 300 installation of a
tea kitchen and
the partitioning
of an office at
the cost of the
Lessor
- --------------------------------------------------------------------------------
Total 1,133 1,049
- --------------------------------------------------------------------------------
Parking Space:
- --------------------------------------------------------------------------------
As of April 1, 1997 6 parking spaces in the basement.
- --------------------------------------------------------------------------------
As of January 1, 1998 2 parking spaces in the basement.
- --------------------------------------------------------------------------------
Total: 8 parking spaces in the basement.
- --------------------------------------------------------------------------------
The Premises comprising of an aggregate gross space of 1133 m2 {and net
space of 1049m2}, are shown edged red on the plan attached hereto in
Appendix 1.
For the purposes of establishing the surface of the Premises,
measurements are effected from the internal face of external walls of
the Business Center to the internal face of structural walls, and
include any pillars and partition walls, if any. Lessee shall have the
right to measure the Premises upon its taking possession of the
Premises in accordance with this Agreement.
Lessee acknowledges that Lessor may have a maximum of 30 telephone
lines allocated in the Premises.
1-2 Sub-Section "4.1.1 Amount" shall be modified as follows:
4.1.1 Amount
4.1.1.2 Commencing as of January 1, 1998 lessee agrees to pay as
fixed monthly rent (the "Fixed Rent") for the Premises
on the basis of space and parking space used (as such
defined under, Section 2.1 above) the following amounts:
2
(a) an amount denominated in H ungarian Forints ("HUF")
equal to 43,620.5 DEM (forty three thousand six
hundred twenty point five German Marks), on the basis
of 38.5 DEM/gross m2 of Premises/month), plus
applicable value-added tax ("AFA"); and
(b) an amount denominated in HUF equal to 1 ,600 DEM (one
thousand six hundred German Marks) for the 8 parking
spaces on the basis of 200 DEM/parking spaces/month,
plus applicable AFA;
totalling of an amount denominated in HUF equal to 45,220.50
DEM (forty five thousand two hundred twenty point five German
Marks) (the "DEM Amount") monthly Fixed Rent.
(2) The Lessee agrees to increase by January 3 1, 1 998 the amount of the
Bank Guarantee, provided to the Lessor in accordance with Section 4.4
of the Office Lease Contract to an amount equal to three months Fixed
Rents payable as of January 1, 1998 (i.e. DEM 135,662).
(3) The Sections of the Office Lease Contract, that have not been amended
and replaced according to Section (1) of this Amendment III. to the
Office Lease Contract - also with respect to Amendments I. and II. -
shall remain unchanged and effective.
(4) The above provisions shall come info force and effect as of January 1,
1998 following the execution of this Amendment 111.
IN WITNESS WHEREOF the Parties acting through their duly authorized
representatives have caused this Amendment to be executed in their respective
names, in 4 (four) original English counterparts.
CENTRAL BUSINESS CENTER Rt. EURONET Banktechnikai Szolgaltato
Rt.
as Lessor as Lessee
/s/ Gerhard Hoffman, Takeshi Katsurai /s/ William Benko
- ------------------------------------- ------------------------------------
By: Mr. Gerhard Hoffman By: Mr. William Benko
Mr. Takeshi Katsurai Title: managing director
Title: members of the Board of Directors
EURONET HOLDING N.V.
as Surety
Dennis Depenbusch
- ---------------------------
By: Mr. Dennis Depenbusch
Title: managing director
3