1
Exhibit 10.14
SUMMARY OF TERMS OF LEASES FOR
ARK MORI BUILDING
12-32, AKASAKA 1-CHOME, MINATO-KU, TOKYO 106, JAPAN
A. LEASE RELATING TO PART OF THE 6TH AND 7TH FLOORS
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor), Mori Building Shoji Co.,
Ltd. (Lessor's Agent) and Minato Tochi Tatemono Ltd. (currently Goldman Sachs
Realty Japan Ltd. ("GSRJL")) (Lessee).
2. Date: November 1, 1998
3. Area: 2,791.11 square meters (total)
4. Term: December 1, 1998 to November 30, 2000. This Lease will be renewed for
additional two years from the day following the expiration date unless either
Mori or GSRJL gives the other party notice of its intention to refuse renewal
not later than six months before the expiration date.
5. Key Terms:
Deposit: Currently Yen 415,384,155 (If the rent is increased at the
time of renewal, the deposit will be increased by the amount that is 6
times the increased portion of the monthly rent; if, after such
increase, the deposit is less than the amount that is 12 times the sum
of the monthly rent as so increased and the then effective monthly
maintenance fee, the deposit will be increased to such larger amount.)
Rent: Currently Yen 27,818,993 per month (plus consumption tax*)
(subject to increase at Mori's option at the time of renewal; Mori may
also increase the rent at any time if there have been significant
increases in rents at neighboring buildings, taxes or other charges
with respect to the building, or other changes in economic conditions.)
Maintenance Fee: This Lease provides that GSRJL shall pay a maintenance
fee which is annually set by Mori. The maintenance fee for the period
from December 1, 1998 to March 31, 1999 is Yen 6,796,353 per month
(plus consumption tax). Mori has notified GSRJL that the maintenance
fee for the period from April 1, 1999 to March 31, 2000 will be Yen
6,796,353 per month (plus consumption tax). (Mori may also increase the
maintenance fee at any time if there have been significant increases in
rents at neighboring buildings, taxes or
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* Until March 31, 1997, the rate of consumption tax was 3%, and it was
increased to 5% on April 1, 1997, which is the currently effective
rate.
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other charges with respect to the building, or other changes in
economic conditions.)
Maintenance:
a. GSRJL shall be solely responsible for the care of the leased
premises and shall use such premises and areas of common use
with the level of care exercised by a good caretaker.
b. GSRJL shall not do any of the following in the building:
(i) Bring in any object that is excessively heavy,
flammable or dangerous, or do anything which may be
harmful to the preservation of the building.
(ii) Perform any act that may disturb the administration
of the building, such as lodging, keeping a pet, etc.
(iii) Perform any other acts which may cause trouble to
Mori or other lessees.
c. In the event of damage caused to Mori or other lessees due to
the fault of GSRJL, its employees or contractors, GSRJL shall
promptly notify Mori of such damage and compensate the other
parties for damages sustained by them.
d. GSRJL shall select from among its employees a person to be in
charge of fire prevention and shall file with the appropriate
fire station the name of the individual.
Indemnification:
Mori shall be indemnified for any damage resulting from fire, theft or
the breakdown of facilities that are not attributable to its willful
acts or gross negligence.
6. Provisions for Furniture, Fixtures, Out-fitting, Renovation:
Renovation/Repair:
a. GSRJL shall cooperate with Mori in the repair of, improvement
of, refurbishment of or any other work to be conducted on the
leased premises, common space, fixtures and equipment. Mori
shall not be held responsible for any damage caused by such
work, including the suspension of use of common space,
restriction on the use of the leased premises and common space
and reduced services.
b. If Mori should conduct repairs on a large scale, Mori may
terminate this Lease with twelve months' advance written
notice to GSRJL.
Repairs:
a. If GSRJL intends to conduct repair work, GSRJL shall as a
general principle obtain prior written consent from Mori and
ask Mori or persons as designated by Mori to carry out such
work. All the expenses required for such repair work shall be
borne by GSRJL.
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7. Prohibition of Assignment and Sublease:
a. GSRJL shall not, regardless of the reason, assign or sublease
any part or all of the leased premises or use the leased
premises as a security.
b. GSRJL shall not do any of the following without the written
consent of Mori:
(i) Allow a third party to use or live in a part or all
of the leased premises, regardless of the purpose; or
(ii) Set up a sign or install a telephone or telex in the
leased premises in a name other than that of GSRJL.
8. Termination of Lease:
a. Mori may terminate this Lease, without notice, in any of the
following events:
(i) If GSRJL violates any one of the provisions of this
Lease or any contract incidental thereto; or
(ii) If a petition is filed by GSRJL for dissolution,
bankruptcy, composition, arrangement, or corporate
reorganization, or if GSRJL loses its social prestige
due to the violation of law or unfair business
conduct.
b. Penalty for Termination of Lease:
When this Lease is terminated by Mori, GSRJL shall
pay to Mori a sum of money equivalent to six months'
rent as a penalty. This, however, shall not include
any claim for compensation for damages caused by Mori
to GSRJL.
c. Cancellation:
(i) Either Mori or GSRJL may cancel this Lease with six
months' written notice given to the other party when
either party is forced to cancel this Lease due to
compelling reasons during the life of this Lease.
GSRJL, however, may immediately terminate this Lease
by paying to Mori a sum of money equivalent to six
months' rent.
(ii) If GSRJL should cancel this Lease after execution but
before commencement of this Lease due to reasons
attributable to GSRJL, GSRJL shall pay to Mori as a
penalty an amount equivalent to six months' rent.
9. Confidentiality Clause: Neither Mori nor GSRJL shall disclose the contents of
this Lease to any third party.
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B. LEASE RELATING TO PART OF THE 4TH AND 19TH FLOORS
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor), Mori Building Shoji Co.,
Ltd. (Lessor's Agent) and Minato Tochi Tatemono Ltd. (currently Goldman Sachs
Realty Japan Ltd. ("GSRJL")) (Lessee).
2. Date: July 28, 1998
3. Area: 1,576.25 square meters (total)
4. Term: August 1, 1998 to July 31, 2000. This Lease will be renewed for
additional two years from the day following the expiration date unless either
Mori or GSRJL gives the other party notice of its intention to refuse renewal
not later than six months before the expiration date.
5. Key Terms:
Deposit: Currently Yen 234,583,830 (If the rent is increased at the
time of renewal, the deposit will be increased by the amount that is 6
times the increased portion of the monthly rent; if, after such
increase, the deposit is less than the amount that is 12 times the sum
of the monthly rent as so increased and the then effective monthly
maintenance fee, the deposit will be increased to such larger amount.)
Rent: Currently Yen 15,710,484 per month (plus consumption tax)
(subject to increase at Mori's option at the time of renewal; Mori may
also increase the rent at any time if there have been significant
increases in rents at neighboring buildings, taxes or other charges
with respect to the building, or other changes in economic conditions.)
Maintenance Fee: This Lease provides that GSRJL shall pay a maintenance
fee which is annually set by Mori. The maintenance fee for the period
from August 1, 1998 to March 31, 1999 is Yen 3,731,394 per month (plus
consumption tax). Mori has notified GSRJL that the maintenance fee for
the period from April 1, 1999 to March 31, 2000 will be Yen 3,838,169
per month (plus consumption tax). (Mori may also increase the
maintenance fee at any time if there have been significant increases in
rents at neighboring buildings, taxes or other charges with respect to
the building, or other changes in economic conditions.)
Maintenance:
a. GSRJL shall be solely responsible for the care of the leased
premises and shall use such premises and areas of common use
with the level of care exercised by a good caretaker.
b. GSRJL shall not do any of the following in the building:
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(i) Bring in any object that is excessively heavy,
flammable or dangerous, or do anything which may be
harmful to the preservation of the building.
(ii) Perform any act that may disturb the administration
of the building, such as lodging, keeping a pet, etc.
(iii) Perform any other acts which may cause trouble to
Mori or other lessees.
c. In the event of damage caused to Mori or other lessees due to
the fault of GSRJL, its employees or contractors, GSRJL shall
promptly notify Mori of such damage and compensate the other
parties for damages sustained by them.
d. GSRJL shall select from among its employees a person to be in
charge of fire prevention and shall file with the appropriate
fire station the name of the individual.
Indemnification:
Mori shall be indemnified for any damage resulting from fire, theft or
the breakdown of facilities that are not attributable to its willful
acts or gross negligence.
6. Provisions for Furniture, Fixtures, Out-fitting, Renovation:
Renovation/Repair:
a. GSRJL shall cooperate with Mori in the repair of, improvement
of, refurbishment of or any other work to be conducted on the
leased premises, common space, fixtures and equipment. Mori
shall not be held responsible for any damage caused by such
work, including the suspension of use of common space,
restriction on the use of the leased premises and common space
and reduced services.
b. If Mori should conduct repairs on a large scale, Mori may
terminate this Lease with twelve months' advance written
notice to GSRJL.
Repairs:
a. If GSRJL intends to conduct repair work, GSRJL shall as a
general principle obtain prior written consent from Mori and
ask Mori or persons as designated by Mori to carry out such
work. All the expenses required for such repair work shall be
borne by GSRJL.
7. Prohibition of Assignment and Sublease:
a. GSRJL shall not, regardless of the reason, assign or sublease
any part or all of the leased premises or use the leased
premises as a security.
b. GSRJL shall not do any of the following without the written
consent of Mori:
(i) Allow a third party to use or live in a part or all
of the leased premises, regardless of the purpose; or
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(ii) Set up a sign or install a telephone or telex in the
leased premises in a name other than that of GSRJL.
8. Termination of Lease:
a. Mori may terminate this Lease, without notice, in any of the
following events:
(i) If GSRJL violates any one of the provisions of this
Lease or any contract incidental thereto; or
(ii) If a petition is filed by GSRJL for dissolution,
bankruptcy, composition, arrangement, or corporate
reorganization, or if GSRJL loses its social prestige
due to the violation of law or unfair business
conduct.
b. Penalty for Termination of Lease:
When this Lease is terminated by Mori, GSRJL shall
pay to Mori a sum of money equivalent to six months'
rent as a penalty. This, however, shall not include
any claim for compensation for damages caused by Mori
to GSRJL.
c. Cancellation:
(i) Either Mori or GSRJL may cancel this Lease with six
months' written notice given to the other party when
either party is forced to cancel this Lease due to
compelling reasons during the life of this Lease.
GSRJL, however, may immediately terminate this Lease
by paying to Mori a sum of money equivalent to six
months' rent.
(ii) If GSRJL should cancel this Lease after execution but
before commencement of this Lease due to reasons
attributable to GSRJL, GSRJL shall pay to Mori as a
penalty an amount equivalent to six months' rent.
9. Confidentiality Clause: Neither Mori nor GSRJL shall disclose the contents of
this Lease to any third party.
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C. LEASE RELATING TO PART OF 6TH FLOOR
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor), Mori Building Shoji Co.,
Ltd. (Lessor's Agent) and Goldman Sachs Realty Japan Ltd. ("GSRJL") (Lessee).
2. Date: November 13, 1997
3. Area: 1,382.22 square meters
4. Term: December 1, 1997 to November 30, 1999. This Lease will be renewed for
additional two years from the day following the expiration date unless either
Mori or GSRJL gives the other party notice of its intention to refuse renewal
not later than six months before the expiration date.
5. Key Terms:
Deposit: Currently Yen 205,707,516 (If the rent is increased at the
time of renewal, the deposit will be increased by the amount that is 6
times the increased portion of the monthly rent; if, after such
increase, the deposit is less than the amount that is 12 times the sum
of the monthly rent as so increased and the then effective monthly
maintenance fee, the deposit will be increased to such larger amount.)
Rent: Currently Yen 13,776,587 per month (plus consumption tax)
(subject to increase at Mori's option at the time of renewal; Mori may
also increase the rent at any time if there have been significant
increases in rents at neighboring buildings, taxes or other charges
with respect to the building, or other changes in economic conditions.)
Maintenance Fee: This Lease provides that GSRJL shall pay a maintenance
fee which is annually set by Mori. The maintenance fee for the period
from April 1, 1998 to March 31, 1999 is Yen 3,365,706 per month (plus
consumption tax). Mori has notified GSRJL that the maintenance fee for
the period from April 1, 1999 to March 31, 2000 will be Yen 3,365,706
per month (plus consumption tax). (Mori may also increase the
maintenance fee at any time if there have been significant increases in
rents at neighboring buildings, taxes or other charges with respect to
the building, or other changes in economic conditions.)
Maintenance:
a. GSRJL shall be solely responsible for the care of the leased
premises and shall use such premises and areas of common use
with the level of care exercised by a good caretaker.
b. GSRJL shall not do any of the following in the building:
(i) Bring in any object that is excessively heavy,
flammable or dangerous, or do anything which may be
harmful to the preservation of the building.
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(ii) Perform any act that may disturb the administration
of the building, such as lodging, keeping a pet, etc.
(iii) Perform any other acts which may cause trouble to
Mori or other lessees.
c. In the event of damage caused to Mori or other lessees due to
the fault of GSRJL, its employees or contractors, GSRJL shall
promptly notify Mori of such damage and compensate the other
parties for damages sustained by them.
d. GSRJL shall select from among its employees a person to be in
charge of fire prevention and shall file with the appropriate
fire station the name of the individual.
Indemnification:
Mori shall be indemnified for any damage resulting from fire, theft or
the breakdown of facilities that are not attributable to its willful
acts or gross negligence.
6. Provisions for Furniture, Fixtures, Out-fitting, Renovation:
Renovation/Repair:
a. GSRJL shall cooperate with Mori in the repair of, improvement
of, refurbishment of or any other work to be conducted on the
leased premises, common space, fixtures and equipment. Mori
shall not be held responsible for any damage caused by such
work, including the suspension of use of common space,
restriction on the use of the leased premises and common space
and reduced services.
b. If Mori should conduct repairs on a large scale, Mori may
terminate this Lease with twelve months' advance written
notice to GSRJL.
Repairs:
a. If GSRJL intends to conduct repair work, GSRJL shall as a
general principle obtain prior written consent from Mori and
ask Mori or persons as designated by Mori to carry out such
work. All the expenses required for such repair work shall be
borne by GSRJL.
7. Prohibition of Assignment and Sublease:
a. GSRJL shall not, regardless of the reason, assign or sublease
any part or all of the leased premises or use the leased
premises as a security.
b. GSRJL shall not do any of the following without the written
consent of Mori:
(i) Allow a third party to use or live in a part or all
of the leased premises, regardless of the purpose; or
(ii) Set up a sign or install a telephone or telex in the
leased premises in a name other than that of GSRJL.
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8. Termination of Lease:
a. Mori may terminate this Lease, without notice, in any of the
following events:
(i) If GSRJL violates any one of the provisions of this
Lease or any contract incidental thereto; or
(ii) If a petition is filed by GSRJL for dissolution,
bankruptcy, composition, arrangement, or corporate
reorganization, or if GSRJL loses its social prestige
due to the violation of law or unfair business
conduct.
b. Penalty for Termination of Lease:
When this Lease is terminated by Mori, GSRJL shall
pay to Mori a sum of money equivalent to six months'
rent as a penalty. This, however, shall not include
any claim for compensation for damages caused by Mori
to GSRJL.
c. Cancellation:
(i) Either Mori or GSRJL may cancel this Lease with six
months' written notice given to the other party when
either party is forced to cancel this Lease due to
compelling reasons during the life of this Lease.
GSRJL, however, may immediately terminate this Lease
by paying to Mori a sum of money equivalent to six
months' rent.
(ii) If GSRJL should cancel this Lease after execution but
before commencement of this Lease due to reasons
attributable to GSRJL, GSRJL shall pay to Mori as a
penalty an amount equivalent to six months' rent.
9. Confidentiality Clause: Neither Mori nor GSRJL shall disclose the contents of
this Lease to any third party.
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D. LEASE RELATING TO PART OF THE 30TH FLOOR
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor), Mori Building Shoji Co.,
Ltd. (Lessor's Agent) and Goldman Sachs Realty Japan Ltd. ("GSRJL") (Lessee).
2. Date: March 25, 1997
3. Area: 89.93 square meters
4. Term: March 25, 1996 to March 31, 1998. (The term was extended by the
amendment to this Lease. See "D-1. Amendment to Lease relating to part of the
30th floor" below.) This Lease will be renewed for additional two years from the
day following the expiration date unless either Mori or GSRJL gives the other
party notice of its intention to refuse renewal not later than six months before
the expiration date.
5. Key Terms:
Deposit: Currently Yen 10,462,464 (If the rent is increased at the time
of renewal and the deposit is less than the amount that is 12 times the
monthly rent as so increased, the deposit will be increased to such
larger amount.)
Rent: Initially Yen 652,892 per month (plus consumption tax); pursuant
to the amendment to this Lease, increased to Yen 685,537 per month
(plus consumption tax) starting in April 1998 (subject to increase at
Mori's option at the time of renewal; Mori may also increase the rent
at any time if there have been significant increases in rents at
neighboring buildings, taxes or other charges with respect to the
building, or other changes in economic conditions.)
Maintenance Fee: This Lease provides that GSRJL shall pay a maintenance
fee which is annually set by Mori. The maintenance fee for the period
from March 1, 1998 to March 31, 1999 is Yen 218,980 per month (plus
consumption tax). Mori has notified GSRJL that the maintenance fee for
the period from April 1, 1999 to March 31, 2000 will be Yen 218,980 per
month (plus consumption tax). (Mori may also increase the maintenance
fee at any time if there have been significant increases in rents at
neighboring buildings, taxes or other charges with respect to the
building, or other changes in economic conditions.)
Maintenance:
a. GSRJL shall be solely responsible for the care of the leased
premises and shall use such premises and areas of common use
with the level of care exercised by a good caretaker.
b. GSRJL shall not do any of the following in the building:
(i) Bring in any object that is excessively heavy,
flammable or dangerous, or do anything which may be
harmful to the preservation of the building.
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(ii) Perform any act that may disturb the administration
of the building, such as lodging, keeping a pet, etc.
(iii) Perform any other acts which may cause trouble to
Mori or other lessees.
c. In the event of damage caused to Mori or other lessees due to
the fault of GSRJL, its employees or contractors, GSRJL shall
promptly notify Mori of such damage and compensate the other
parties for damages sustained by them.
d. GSRJL shall select from among its employees a person to be in
charge of fire prevention and shall file with the appropriate
fire station the name of the individual.
Indemnification:
Mori shall be indemnified for any damage resulting from fire, theft or
the breakdown of facilities that are not attributable to its willful
acts or gross negligence.
6. Provisions for Furniture, Fixtures, Out-fitting, Renovation:
Renovation/Repair:
a. GSRJL shall cooperate with Mori in the repair of, improvement
of, refurbishment of or any other work to be conducted on the
leased premises, common space, fixtures and equipment. Mori
shall not be held responsible for any damage caused by such
work, including the suspension of use of common space,
restriction on the use of the leased premises and common space
and reduced services.
b. If Mori should conduct repairs on a large scale, Mori may
terminate this Lease with twelve months' advance written
notice to GSRJL.
Repairs:
a. If GSRJL intends to conduct repair work, GSRJL shall as a
general principle obtain prior written consent from Mori and
ask Mori or persons as designated by Mori to carry out such
work. All the expenses required for such repair work shall be
borne by GSRJL.
7. Prohibition of Assignment and Sublease:
a. GSRJL shall not, regardless of the reason, assign or sublease
any part or all of the leased premises or use the leased
premises as a security.
b. GSRJL shall not do any of the following without the written
consent of Mori:
(i) Allow a third party to use or live in a part or all
of the leased premises, regardless of the purpose; or
(ii) Set up a sign or install a telephone or telex in the
leased premises in a name other than that of GSRJL.
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8. Termination of Lease:
a. Mori may terminate this Lease, without notice, in any of the
following events:
(i) If GSRJL violates any one of the provisions of this
Lease or any contract incidental thereto; or
(ii) If a petition is filed by GSRJL for dissolution,
bankruptcy, composition, arrangement, or corporate
reorganization, or if GSRJL loses its social prestige
due to the violation of law or unfair business
conduct.
b. Penalty for Termination of Lease:
When this Lease is terminated by Mori, GSRJL shall
pay to Mori a sum of money equivalent to six months'
rent as a penalty. This, however, shall not include
any claim for compensation for damages caused by Mori
to GSRJL.
c. Cancellation:
(i) Either Mori or GSRJL may cancel this Lease with six
months' written notice given to the other party when
either party is forced to cancel this Lease due to
compelling reasons during the life of this Lease.
GSRJL, however, may immediately terminate this Lease
by paying to Mori a sum of money equivalent to six
months' rent.
(ii) If GSRJL should cancel this Lease after execution but
before commencement of this Lease due to reasons
attributable to GSRJL, GSRJL shall pay to Mori as a
penalty an amount equivalent to six months' rent.
9. Confidentiality Clause: Neither Mori nor GSRJL shall disclose the contents of
this Lease to any third party.
D-1. AMENDMENT TO LEASE RELATING TO PART OF THE 30TH FLOOR (SEE D. ABOVE)
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor), Mori Building Shoji Co.,
Ltd. (Lessor's Agent) and Goldman Sachs Realty Japan Ltd. ("GSRJL") (Lessee).
2. Date: [not dated]
3. Area: 89.93 square meters
4. Term: April 1, 1998 to March 31, 2000. This Lease will be renewed for
additional two years from the day following the expiration date unless either
Mori or GSRJL gives
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the other party notice of its intention to refuse renewal not later than six
months before the expiration date.
5. Key Terms:
Rent: Yen 685,537 per month (plus consumption tax)
Others: See C. above for other key terms.
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E. LEASE RELATING TO PART OF THE 4TH FLOOR AND THE ENTIRE 5TH, 9TH AND 10TH
FLOORS
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor), Mori Building Shoji Co.,
Ltd. (Lessor's Agent) and Goldman Sachs Realty Japan Ltd. ("GSRJL") (Lessee).
2. Date: July 1, 1994
3. Area: 10,397.95 square meters consisting of (i) office spaces of 10,011.58
square meters ("Space A") and (ii) a machine room of 386.37 square meters
("Space B")
4. Term: July 1, 1994 to June 30, 2005. This Lease will be renewed for
additional two years from the day following the expiration date unless either
Mori or GSRJL gives the other party notice of its intention to refuse renewal
not later than six months before the expiration date.
5. Key Terms:
Deposit:
For Space A
Yen 734,112,000 from July 1, 1994 to June 30, 1995
Yen 1,090,260,000 from July 1, 1995 to June 30, 1999
Yen 1,155,675,600 from July 1, 1999 to June 30, 2001
Yen 1,225,016,136 from July 1, 2001 to June 30, 2003
Yen 1,298,517,108 from July 1, 2003 to June 30, 2005
For Space B
Yen 0 from July 1, 1994 to June 30, 1995
Yen 25,228,800 from July 1, 1995 to June 30, 1999
Yen 26,742,528 from July 1, 1999 to June 30, 2001
Yen 28,347,084 from July 1, 2001 to June 30, 2003
Yen 30,047,904 from July 1, 2003 to June 30, 2005
Thereafter - if the rent is increased at the time of renewal
and the deposit is less than the amount that is 12 times the
monthly rent as so increased, the deposit will be increased to
such larger amount.
Rent:
For Space A
Yen 61,176,000 per month from July 1, 1994 to June
30, 1995
Yen 90,855,000 per month from July 1, 1995 to June
30, 1999
Yen 96,306,300 per month from July 1, 1999 to June
30, 2001
Yen 102,084,678 per month from July 1, 2001 to June
30, 2003
Yen 108,209,759 per month from July 1, 2003 to June
30, 2005 (in each case, plus consumption tax)
For Space B
Yen 0 per month from July 1, 1994 to June 30, 1995
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Yen 2,102,400 per month from July 1, 1995 to June 30,
1999
Yen 2,228,544 per month from July 1, 1999 to June 30,
2001
Yen 2,362,257 per month from July 1, 2001 to June 30,
2003
Yen 2,503,992 per month from July 1, 2003 to June 30,
2005 (in each case, plus consumption tax)
Thereafter - subject to increase at Mori's option at the time
of renewal; Mori may also increase the rent at any time if
there have been significant increases in rents at neighboring
buildings, taxes or other charges with respect to the
building, or other changes in economic conditions.
Maintenance Fee:
For Space A
Yen 24,378,197 per month from July 1, 1994 to June
30, 1995
Yen 22,713,750 per month from July 1, 1995 to June
30, 1999
Yen 24,076,575 per month from July 1, 1999 to June
30, 2001
Yen 25,521,170 per month from July 1, 2001 to June
30, 2003
Yen 27,052,440 per month from July 1, 2003 to June
30, 2005 (in each case, plus consumption tax)
For Space B
Yen 940,811 per month from July 1, 1994 to June 30,
1995
Yen 876,000 per month from July 1, 1995 to June 30,
1999
Yen 928,560 per month from July 1, 1999 to June 30,
2001
Yen 984,274 per month from July 1, 2001 to June 30,
2003
Yen 1,043,330 per month from July 1, 2003 to June 30,
2005 (in each case, plus consumption tax)
Thereafter - GSRJL shall pay a maintenance fee which is
annually set by Mori. (Mori may also increase the maintenance
fee at any time if there have been significant increases in
rents at neighboring buildings, taxes or other charges with
respect to the building, or other changes in economic
conditions.)
Maintenance:
a. GSRJL shall be solely responsible for the care of the leased
premises and shall use such premises and areas of common use
with the level of care exercised by a good caretaker.
b. GSRJL shall not do any of the following in the building:
(i) Bring in any object that is excessively heavy,
flammable or dangerous, or do anything which may be
harmful to the preservation of the building.
(ii) Perform any act that may disturb the administration
of the building, such as lodging, keeping a pet, etc.
(iii) Perform any other acts which may cause trouble to
Mori or other lessees.
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c. In the event of damage caused to Mori or other lessees due to
the fault of GSRJL, its employees or contractors, GSRJL shall
promptly notify Mori of such damage and compensate the other
parties for damages sustained by them.
d. GSRJL shall select from among its employees a person to be in
charge of fire prevention and shall file with the appropriate
fire station the name of the individual.
Indemnification:
Mori shall be indemnified for any damage resulting from fire, theft or
the breakdown of facilities that are not attributable to its willful
acts or gross negligence.
6. Provisions for Furniture, Fixtures, Out-fitting, Renovation:
Renovation/Repair:
a. GSRJL shall cooperate with Mori in the repair of, improvement
of, refurbishment of or any other work to be conducted on the
leased premises, common space, fixtures and equipment. Mori
shall not be held responsible for any damage caused by such
work, including the suspension of use of common space,
restriction on the use of the leased premises and common space
and reduced services.
b. If Mori should conduct repairs on a large scale, Mori may
terminate this Lease with twelve months' advance written
notice to GSRJL.
Repairs:
a. If GSRJL intends to conduct repair work, GSRJL shall as a
general principle obtain prior written consent from Mori and
ask Mori or persons as designated by Mori to carry out such
work. All the expenses required for such repair work shall be
borne by GSRJL.
7. Prohibition of Assignment and Sublease:
a. GSRJL shall not, regardless of the reason, assign or sublease
any part or all of the leased premises or use the leased
premises as a security.
b. GSRJL shall not do any of the following without the written
consent of Mori:
(i) Allow a third party to use or live in a part or all
of the leased premises, regardless of the purpose; or
(ii) Set up a sign or install a telephone or telex in the
leased premises in a name other than that of GSRJL.
8. Termination of Lease:
a. Mori may terminate this Lease, without notice, in any of the
following events:
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(i) If GSRJL violates any one of the provisions of this
Lease or any contract incidental thereto; or
(ii) If a petition is filed by GSRJL for dissolution,
bankruptcy, composition, arrangement, or corporate
reorganization, or if GSRJL loses its social prestige
due to the violation of law or unfair business
conduct.
b. Penalty for Termination of Lease:
When this Lease is terminated by Mori, GSRJL shall
pay to Mori a sum of money equivalent to (i) 15
months' rent in the case of termination by Mori on
or before June 30, 2005, or (ii) six months' rent in
the case of termination by Mori after on or after
July 1, 2005, as a penalty. This, however, shall not
include any claim for compensation for damages caused
by Mori to GSRJL.
c. Cancellation:
(i) Either Mori or GSRJL may cancel this Lease with six
months' written notice given to the other party when
either party is forced to cancel this Lease due to
compelling reasons during the life of this Lease.
GSRJL, however, may immediately terminate this Lease
by paying to Mori a sum of money equivalent to six
months' rent. Notwithstanding the foregoing, Mori and
GSRJL has agreed not to cancel this Lease in any
event before June 30, 2005.
(ii) If GSRJL should cancel this Lease after execution but
before commencement of this Lease due to reasons
attributable to GSRJL, GSRJL shall pay to Mori as a
penalty an amount equivalent to six months' rent.
9. Confidentiality Clause: Neither Mori nor GSRJL shall disclose the contents of
this Lease to any third party.
-17-
18
F. LEASE (NO. 1) RELATING TO PART OF THE 19TH FLOOR
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor) and Goldman Sachs Realty
Japan Ltd. ("GSRJL") (Lessee).
2. Date: April 8, 1999
3. Area: 744.04 square meters (total)
4. Term: April 12, 1999 to April 30, 2001. This Lease will be renewed for
additional two years from the day following the expiration date unless either
Mori or GSRJL gives the other party notice of its intention to refuse renewal
not later than six months before the expiration date.
5. Key Terms:
Deposit: Currently Yen 110,731,009 (If the rent is increased at the
time of renewal, the deposit will be increased by the amount that is 6
times the increased portion of the monthly rent; if, after such
increase, the deposit is less than the amount that is 12 times the sum
of the monthly rent as so increased and the then effective monthly
maintenance fee, the deposit will be increased to such larger amount.)
Rent: Currently Yen 7,415,847 per month (plus consumption tax) (subject
to increase at Mori's option at the time of renewal; Mori may also
increase the rent at any time if there have been significant increases
in rents at neighboring buildings, taxes or other charges with respect
to the building, or other changes in economic conditions.)
Maintenance Fee: This Lease provides that GSRJL shall pay a
maintenance fee which is annually set by Mori. The maintenance fee for
the period from April 12, 1999 to March 31, 2000 is Yen 1,811,737 per
month (plus consumption tax). (Mori may also increase the maintenance
fee at any time if there have been significant increases in rents at
neighboring buildings, taxes or other charges with respect to the
building, or other changes in economic conditions.)
Maintenance:
a. GSRJL shall be solely responsible for the care of the leased
premises and shall use such premises and areas of common use with
the level of care exercised by a good caretaker.
b. GSRJL shall not do any of the following in the building:
(i) Bring in any object that is excessively heavy, flammable or
dangerous, or do anything which may be harmful to the
preservation of the building.
(ii) Perform any act that may disturb the administration of the
building, such as lodging, keeping a pet, etc.
-18-
19
(iii) Perform any other acts which may cause trouble to
Mori or other lessees.
c. In the event of damage caused to Mori or other lessees due to
the fault of GSRJL, its employees or contractors, GSRJL shall
promptly notify Mori of such damage and compensate the other
parties for damages sustained by them.
d. GSRJL shall select from among its employees a person to be in
charge of fire prevention and shall file with the appropriate
fire station the name of the individual.
Indemnification:
Mori shall be indemnified for any damage resulting from fire, theft or
the breakdown of facilities that are not attributable to its willful
acts or gross negligence.
6. Provisions for Furniture, Fixtures, Out-fitting, Renovation:
Renovation/Repair:
a. GSRJL shall cooperate with Mori in the repair of, improvement of,
refurbishment of or any other work to be conducted on the leased
premises, common space, fixtures and equipment. Mori shall not be held
responsible for any damage caused by such work, including the suspension
of use of common space, restriction on the use of the leased premises and
common space and reduced services.
b. If Mori should conduct repairs on a large scale, Mori may terminate this
Lease with twelve months' advance written notice to GSRJL.
Repairs:
a. If GSRJL intends to conduct repair work, GSRJL shall as a general
principle obtain prior written consent from Mori and ask Mori or persons
as designated by Mori to carry out such work. All the expenses required
for such repair work shall be borne by GSRJL.
7. Prohibition of Assignment and Sublease:
a. GSRJL shall not, regardless of the reason, assign or sublease any part or
all of the leased premises or use the leased premises as a security.
b. GSRJL shall not do any of the following without the written consent of
Mori:
(i) Allow a third party to use or live in a part or all of the leased
premises, regardless of the purpose; or
(ii) Set up a sign or install a telephone or telex in the leased premises
in a name other than that of GSRJL.
-19-
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8. Termination of Lease:
a. Mori may terminate this Lease, without notice, in any of the
following events:
(i) If GSRJL violates any one of the provisions of this
Lease or any contract incidental thereto; or
(ii) If a petition is filed by GSRJL for dissolution,
bankruptcy, composition, arrangement, or corporate
reorganization, or if GSRJL loses its social prestige
due to the violation of law or unfair business
conduct.
b. Penalty for Termination of Lease:
When this Lease is terminated by Mori, GSRJL shall
pay to Mori a sum of money equivalent to six months'
rent as a penalty. This, however, shall not include
any claim for compensation for damages caused by Mori
to GSRJL.
c. Cancellation:
(i) Either Mori or GSRJL may cancel this Lease with six
months' written notice given to the other party when
either party is forced to cancel this Lease due to
compelling reasons during the life of this Lease.
GSRJL, however, may immediately terminate this Lease
by paying to Mori a sum of money equivalent to six
months' rent.
(ii) If GSRJL should cancel this Lease after execution but
before commencement of this Lease due to reasons
attributable to GSRJL, GSRJL shall pay to Mori as a
penalty an amount equivalent to six months' rent.
9. Confidentiality Clause: Neither Mori nor GSRJL shall disclose the contents of
this Lease to any third party.
-20-
21
G. LEASE (NO. 2) RELATING TO PART OF THE 19TH FLOOR
1. Parties: Mori Building Co., Ltd. ("Mori") (Lessor) and Goldman Sachs Realty
Japan Ltd. ("GSRJL") (Lessee).
2. Date: April 8, 1999
3. Area: 679.75 square meters (total)
4. Term: August 1, 1999 to July 31, 2001. This Lease will be renewed for
additional two years from the day following the expiration date unless either
Mori or GSRJL gives the other party notice of its intention to refuse renewal
not later than six months before the expiration date.
5. Key Terms:
Deposit: Initially Yen 101,163,114 (If the rent is increased at the
time of renewal, the deposit will be increased by the amount that is 6
times the increased portion of the monthly rent; if, after such
increase, the deposit is less than the amount that is 12 times the sum
of the monthly rent as so increased and the then effective monthly
maintenance fee, the deposit will be increased to such larger amount.)
Rent: Initially Yen 6,775,068 per month (plus consumption tax) (subject
to increase at Mori's option at the time of renewal; Mori may also
increase the rent at any time if there have been significant increases
in rents at neighboring buildings, taxes or other charges with respect
to the building, or other changes in economic conditions.)
Maintenance Fee: This Lease provides that GSRJL shall pay a maintenance
fee which is annually set by Mori. The initial maintenance fee for the
period from August 1, 1999 to March 31, 2000 will be Yen 1,655,191 per
month (plus consumption tax). (Mori may also increase the maintenance
fee at any time if there have been significant increases in rents at
neighboring buildings, taxes or other charges with respect to the
building, or other changes in economic conditions.)
Maintenance:
a. GSRJL shall be solely responsible for the care of the leased
premises and shall use such premises and areas of common use
with the level of care exercised by a good caretaker.
b. GSRJL shall not do any of the following in the building:
(i) Bring in any object that is excessively heavy, flammable or
dangerous, or do anything which may be harmful to the
preservation of the building.
(ii) Perform any act that may disturb the administration
of the building, such as lodging, keeping a pet, etc.
-21-
22
(iii) Perform any other acts which may cause trouble to
Mori or other lessees.
c. In the event of damage caused to Mori or other lessees due to
the fault of GSRJL, its employees or contractors, GSRJL shall
promptly notify Mori of such damage and compensate the other
parties for damages sustained by them.
d. GSRJL shall select from among its employees a person to be in
charge of fire prevention and shall file with the appropriate
fire station the name of the individual.
Indemnification:
Mori shall be indemnified for any damage resulting from fire, theft or
the breakdown of facilities that are not attributable to its willful
acts or gross negligence.
6. Provisions for Furniture, Fixtures, Out-fitting, Renovation:
Renovation/Repair:
a. GSRJL shall cooperate with Mori in the repair of, improvement of,
refurbishment of or any other work to be conducted on the leased
premises, common space, fixtures and equipment. Mori shall not be
held responsible for any damage caused by such work, including the
suspension of use of common space, restriction on the use of the
leased premises and common space and reduced services.
b. If Mori should conduct repairs on a large scale, Mori may terminate
this Lease with twelve months' advance written notice to GSRJL.
Repairs:
a. If GSRJL intends to conduct repair work, GSRJL shall as a
general principle obtain prior written consent from Mori and
ask Mori or persons as designated by Mori to carry out such
work. All the expenses required for such repair work shall be
borne by GSRJL.
7. Prohibition of Assignment and Sublease:
a. GSRJL shall not, regardless of the reason, assign or sublease
any part or all of the leased premises or use the leased
premises as a security.
b. GSRJL shall not do any of the following without the written consent
of Mori:
(i) Allow a third party to use or live in a part or all of the
leased premises, regardless of the purpose; or
(ii) Set up a sign or install a telephone or telex in the
leased premises in a name other than that of GSRJL.
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23
8. Termination of Lease:
a. Mori may terminate this Lease, without notice, in any of the
following events:
(i) If GSRJL violates any one of the provisions of this
Lease or any contract incidental thereto; or
(ii) If a petition is filed by GSRJL for dissolution,
bankruptcy, composition, arrangement, or corporate
reorganization, or if GSRJL loses its social prestige
due to the violation of law or unfair business
conduct.
b. Penalty for Termination of Lease:
When this Lease is terminated by Mori, GSRJL shall
pay to Mori a sum of money equivalent to six months'
rent as a penalty. This, however, shall not include
any claim for compensation for damages caused by Mori
to GSRJL.
c. Cancellation:
(i) Either Mori or GSRJL may cancel this Lease with six
months' written notice given to the other party when
either party is forced to cancel this Lease due to
compelling reasons during the life of this Lease.
GSRJL, however, may immediately terminate this Lease
by paying to Mori a sum of money equivalent to six
months' rent.
(ii) If GSRJL should cancel this Lease after execution but
before commencement of this Lease due to reasons
attributable to GSRJL, GSRJL shall pay to Mori as a
penalty an amount equivalent to six months' rent.
9. Confidentiality Clause: Neither Mori nor GSRJL shall disclose the contents of
this Lease to any third party.
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24
CERTIFICATE OF ENGLISH SUMMARIES
Pursuant to Rule 403(c) under the Securities Act of 1933, as amended, and
Rule 306 of Regulation S-T, the Registrant hereby certifies that the Summary of
Tokyo Leases included as Exhibit No. 10.14 to the Registration Statement on
Form S-1 (No. 333-74449) of The Goldman Sachs Group, Inc. is a fair and
materially accurate summary of such Leases.
THE GOLDMAN SACHS GROUP, INC.
(Registrant)
By: /s/ Gregory K. Palm
___________________
Gregory K. Palm
General Counsel
April 28, 1999