France-Paris-43/45/47 avenue de la Grande Armee Lease - SA Daffodil and CMGI (UK) Ltd.
COMMERCIAL LEASE
______________
between
SA DAFFODIL
(in its capacity as Lessor)
et
CMGI (UK) LTD.
(in its capacity as Lessee)
<PAGE>
THE PRESENT COMMERCIAL LEASE (DECREE No. 53-960 DATED 30 SEPTEMBER 1953)
IS GRANTED BETWEEN THE UNDERSIGNED:
1) SA DAFFODIL, a societe anonyme [type of public limited company] with
capital of thirty-eight thousand euros (38,200 euros), whose registered
office is situated at 6 place de la Madeleine, Paris (75008), France,
identified with the SIREN [corporate identification number] on the Paris
companies register ["RCS"], no. 424 390 789, represented by Monsieur David
Levin, its Chairman,
(hereinafter referred to as the "Lessor"),
OF THE FIRST PART,
AND
---
2) CMGI (UK) LTD., a company registered in England, whose registered office is
situated at Hasilwood House, 60 Bishopsgate, London EC2N 4AJ, represented
by Andrew Hajducky III and William William II, its directors,
(hereinafter referred to as the "Lessee"),
OF THE OTHER PART.
WITNESSETH
----------
A. The Lessor is the owner of premises contained within the Building located
at 43-45-47, avenue de la Grande Armee, 22-24 rue Chalgrin, Paris (75016)
(hereinafter the "Building") as described more fully in Article 2 hereafter
(hereinafter the "Leased Premises").
B. The parties note that after visiting the Building, the Lessee wanted the
Lessor to perform work before it came into possession of the premises and
itself offered to perform the fitting work once it took possession of the
premises, a suggestion accepted by the Lessor; the respective obligations
of the parties are governed by Article 3 hereof.
THEREFORE:
---------
The above paragraphs are an integral part hereof.
Article 1 - LEASE
The Lessor hereby leases for rent, on a commercial basis, pursuant to the
provisions of the Decree n(degrees) 53-960 dated 30 September 1953 as
amended, on the conditions hereinafter, to the Lessee, which accepts, the
premises contained within the Building located at 43-45-47, avenue de la
Grande Armee, 22-24 rue Chalgrin, Paris (75016) (hereinafter the
"Building") as described more fully in Article 2 hereafter (hereinafter the
"Leased Premises").
<PAGE>
Article 2 - DESCRIPTION
2.1 The Leased Premises are broken down as follows:
- space designated for use as office space located on the first floor of
the Building, with surface area of approximately 920 sq. m. with
exclusive enjoyment of two garden terraces at the east and at the west
of this space (condominium lot n(degrees) 1010) and on the third
floor, with surface area of approximately 260 sq. m. [2800 sq. ft]
(part of the condominium lot n(degrees)1014);
- archiving space with surface area of approximately 55 sq. m. [592 sq.
ft] located on the first basement level corresponding to condominium
lot n(degrees)1026,
It is explicitly agreed that the surface areas above are shown in a
purely indicative fashion, and the Lessee is furthermore familiar with
the Leased Premises as indicated in Article 2.2 below, and the rent
has been set as a gross sum.
- fourteen individual parking places located on the 3/rd/ and 4/th/
basement levels and identified under the numbers 216, 221, 222, 271,
274, 275, 280, 297, 298, 333, 334, 337, 342 and 347, and eight double
parking places identified under the numbers 239, 240, 241, 272, 273,
352, 353 and 358.
However, for organisational reasons, the Lessor reserves the right to
change the location of the parking places allocated to the Lessee,
without this change giving rise to any compensation or reduction of
rent by the Lessor.
as shown on the attached plans (Appendix 1);
2.2 The Lessee states that it is perfectly familiar with the Leased Premises
including their plant and equipment, without it being necessary to make any
further description, and it acknowledges having approved them in their
current state, extent and contents.
Article 3 - DELIVERY OF THE LEASED PREMISES - CONDITION REPORT
As agreed, the Lessor shall carry out the work described at Appendix 2, in as
short a time as possible after the signature hereof, which is explicitly and
irrevocably accepted by the Lessee.
3.1 Delivery of the Leased Premises to the Lessee will occur only after the
completion and handover by the Lessor of the work performed by it within
the premises designated for use as office space located on the first and
third floors of the Building.
3.2 The Lessor shall inform the Lessee of the delivery date with two (2)
working days prior notice by registered letter with return receipt
requested or handdelivery at the registered office of the Lessee. Such
notification shall also be made by fax at n(degrees) 00 44 207 638 58 88;
it being understood that the registered letter or the handdelivery date
will be considered as the notification date.
3.3 On the day scheduled for delivery of the Leased Premises, a jointly-
approved delivery report (which will serve as a condition report) shall be
drawn up; it will stipulate any reservations that the Lessee may have.
The Lessee shall not refuse delivery of the Leased Premises unless in the
case that the failures of the works on the first and third floors to
conform with the description appearing at Appendix 2 are substantial or the
poor workmanship should render the plant and equipment of the Leased
Premises unsuitable for their use, all this pursuant to Article R.261-1 of
the French code on construction and dwelling.
The Lessor undertakes to eliminate the reservations stipulated by the
Lessee in as short a time as possible depending on the type of work
required, starting with the date on which the delivery report is drawn up.
<PAGE>
3.4 If this delivery is not completed, the Leased Premises shall be deemed to
have been handed over to the Lessee in a perfect state of upkeep and repair
and cleanliness.
3.5 A second condition report shall be drawn up jointly between the parties
within two (2) calendar weeks as of the date of completion of the work
performed by the Lessee and described in Appendix 3, which will occur as
soon as possible after the taking possession of the Premises by the Lessee.
The Lessee shall notify the date of completion to the Lessor within a eight
(8) calendar day period.
Article 4 - TERM
Pursuant to Article 3.1 of the Decree, this lease is granted and accepted
for a term of nine (9) complete and consecutive years, including six (6)
years firm, which shall begin as of the delivery date of the Leased
Premises as this date is defined in Article 3.1.
Article 5 - TERMINATION
The Lessee explicitly waives the right to terminate this lease at the
expiration of the first three-year period of the lease, since the lease is
granted and accepted for a firm term of six (6) years. The Lessee may
however terminate the lease at the conclusion of the sixth year, in
consideration of (i) serving a notice of vacation by instrument served by a
bailiff, at least six months in advance, and (ii) paying a lump-sum fee
equivalent to one year of the annual rent inclusive of all charges,
exclusive of any VAT paid by then, payable on the day on which the notice
of vacation is served.
Article 6 - USE
6.1 Pursuant to Articles 1728 and 1729 of the civil code, the Lessee shall use
the Leased Premises which are designated exclusively for use as office
space.
6.2 It is explicitly agreed that the Lessee shall within the Leased Premises
refrain from carrying out any acts of sale from stock, whether of a
wholesale or retail nature, and any auctioning of furniture or other
objects.
6.3 The authorisation given to the Lessee to perform certain activities does
not entail any guarantee from the Lessor, nor effort on Lessor's part to
obtain the required permits whatsoever, that the Lessee is obliged to
obtain to use the Leased Premises, in particular with regard to the
provisions of the town-planning code ["Code de l'Urbanisme"].
It is recalled that the condominium lots n(degrees)s 1010 and 1014 are
designated for use as office space with regard to the provisions of the
town-planning code on the premises located in the Paris region. If the use
made by the Lessee has the effect of transforming them into premises of a
different category, in the sense of these provisions, Lessee must
immediately reimburse to the Lessor the fees and increases relating thereto
which may be sought in Lessor's name as a result of that transformation.
Such reimbursement shall remain the property of the Lessor, even after the
Leased Premises have been returned by the Lessee. It shall not entail
failure by the Lessor to demand of the Lessee that it immediately terminate
the activities which have the effect of transforming the Leased Premises
into premises of a different category in the sense above, if these
activities are not specified at Article 6.1 above.
<PAGE>
Article 7 - RENT
7.1 This lease is granted and accepted in consideration of an annual rent
before VAT, and excluding charges, of three million nine hundred and eight-
two thousand five hundred French francs (FRF 3,982,500).
7.2 The rent shall be payable quarterly in advance on the first day of each
calendar quarter, i.e., on 1/st/ January, 1/st/ April, 1/st/ July and 1/st/
September of each year.
7.3 If the lease should begin at a date other than the first day of the
quarter, the rent corresponding to the term in progress shall be calculated
prorata temporis.
7.4 The Lessee shall be liable for paying all duties and state and local taxes
(including any variation in rate) which may be due on said rent, charges
and other payments specified by this lease.
It is specified that the Lessor has opted for his rents and services to be
subject to value-added tax (VAT) pursuant to Article 260-2(degrees) of the
French general tax code ("CGI").
Article 8 - INDEXATION CLAUSE (SLIDING SCALE CLAUSE)
8.1 Index
The parties agree to index the rent according to the variation of the
national construction cost index published quarterly by INSEE [the national
statistics agency], on the total of the rent of the previous year. The
parties acknowledge that this index is in direct relation with the lease,
and has no effect on the application of the provisions of Articles 26, 27
and 28 of the Decree dated 30 September 1953.
If, for any reason whatsoever, the index chosen above should stop being
published, it would be replaced by the index that is officially substituted
for it. If need be, "link" indices will be calculated by the parties. If
there is no official substituting index, an index shall be chosen by joint
agreement between the parties.
If the parties fail to agree on the choice of the new index to be adopted,
they will accept the decision of an expert who shall be appointed by the
parties or, if they fail to agree on that, by order of the President of the
Tribunal de Grande Instance [lower court] with jurisdiction over the area
in which the Building is located, ruling in urgent session at the request
of the first party to make application. In any case, the expert will have
all the powers of joint agent of the parties and in no way the powers of an
arbitrator and his decision shall be final and without appeal. Each party
shall be liable for a half share of the charges and fees relating to this
application and to the order.
It is specified that this clause is a contractual indexation and it does
not relate to the legal three-year review specified by Articles 26 and 27
of the Decree n(degrees) 53-960 dated 30 September 1953. The parties
acknowledge that it complies with Article 10 of the Law n(degrees) 77-1457
dated 29 December 1977 and that it constitutes an essential and determining
condition without which the Lessor would not have made the agreement.
<PAGE>
8.2 Calculating the indexation
The rent shall automatically vary at the lease's anniversary date in
proportion to the variations in the quarterly construction cost index
published by INSEE.
For the first year of the lease, the index of the third quarter of 1999
(i.e., 1080) shall be compared to the index of the same quarter of the
following year.
For later years, the comparison shall be between the index selected for the
previous reassessment and the index of the same quarter of the following
year.
The calculation of indexation shall hence be done according to the
following formula:
L1 = L x 11
--------------
1
in which:
L1 = is equal to the new rent
L = is equal to the current rent
I1 = is equal to the revised index
I = is equal to the base index
Once the revised index is published, the Lessor shall inform the Lessee of
the total of the new rent and, if need be, a breakdown of the compensatory
adjustment if the revised index is published late. The Lessee shall pay the
Lessor any rent supplements within two calendar weeks from receipt of the
breakdown of the compensatory adjustment.
Article 9 - SECURITY DEPOSIT
9.1 As a surety and guarantee of the performance by the Lessee of its
obligations of any kind arising out of the present lease, Lessee shall pay
to Lessor, at the signing hereof, an amount equal to three months rent
before VAT, and excluding charges, as a security deposit, i.e., nine
hundred and ninety-five thousand six hundred and twenty-five French francs
(FRF 995,625).
OF WHICH RECEIPT IS GIVEN SUBJECT TO COLLECTION
9.2 This amount shall be increased or reduced at the same time as and in the
same proportion as the rent, whenever the rent is amended, with the
difference being paid starting with the first term amended.
9.3 This amount shall be retained by the Lessor for the entire term of the
lease and shall be reimbursed to the Lessee at the end of the tenancy,
after Lessee has moved out and handed in the keys, and after deduction of
all amounts due to the Lessor for any reason whatsoever and for which
Lessee may be held liable.
<PAGE>
9.4 This amount shall not accrue interest. It is handed over to the Lessor as
a pledge in the wording of Articles 2071 ff. of the civil code.
9.5 If the lease is terminated on the grounds of non-performance of these
conditions or for any reason attributable to the Lessee, other than notice
given for a date and in the conditions set down herein, and however much
of the term of the lease remains, the security deposit will remain the
property of the Lessor as legal damages with interest, but shall have no
effect on past or future rents due and work for which the Lessee is
liable.
Article 10 - PAYMENT OF CHARGES - VARIOUS SERVICES
10.1 Since for the Lessor the rent is considered to be net of all charges, the
Lessee as of the effective date of the lease shall be liable for all the
charges set down in the condominium rules (private charges, common
charges, condominium charges, etc.) and all expenses, services, provisions
relating to the Leased Premises, inclusive of the insurance premiums paid
by the Lessor.
10.2 The Lessee shall pay a quarterly provision at the same time as the rent.
If the lease should begin at a date other than the first day of the
calendar quarter, the provision corresponding to the term in progress
shall be calculated prorata temporis.
The amount thus paid shall be adjusted upwards or downwards on the 1/st/
of January of each year depending on the expenses actually incurred, and
the Lessee may, if applicable, request reimbursement of any excess
payment.
Article 11 - CONTRIBUTIONS - STATE AND LOCAL TAXES
11.1 The Lessee undertakes to pay all state and local taxes for which tenants
are typically liable and in particular its personal and real-estate
contributions, its rental taxes, its business tax and all state and local
taxes for which the Lessor may be held liable.
11.2 The Lessee shall reimburse to the Lessor all current and future taxes,
contributions and fees incumbent upon the Leased Premises for which the
Lessor is the legally liable payer (and in particular the land tax and the
annual office-space tax in the Paris region [Ile-de-France]), which are
considered to be charges specified at Article 10 above.
Article 12 - LATE PAYMENT PENALTY
If any amount due by the Lessee pursuant to the present lease is not paid on
time, interest shall automatically accrue on it at the official interest rate in
effect at the due date plus three points, and it shall not be necessary to
provide any official notification thereof, and this shall have no effect on the
penalty clause specified below.
Article 13 - RESPONSIBILITIES AND CONDITIONS
This lease is made under the ordinary legal responsibilities and in particular
under those specified below, that the Lessee undertakes to perform and complete
strictly without being entitled to any compensation or abatement of the rent set
below and on penalty of all court costs and legal damages and even on penalty of
termination hereof, if the Lessor sees fit.
<PAGE>
13.1 General conditions of tenancy
13.1.1 The Lessee shall accept the Leased Premises in the state in which
they are as at the start date of the tenancy, and shall not be
entitled to require the Lessor, either then or during the entire
term hereof, to do any repair work, reconstruction, bracing,
remodelling, installation or replacement which are or which may
become necessary to the Leased Premises (including their plant and
equipment and external buildings) whatever the cause, type and
extent may be, and even if they are due to obsolescence.
Lessee waives the warranty of hidden defects arising out of
Article 1721 of the civil code.
13.1.2 The Lessee undertakes to fulfil all obligations laid down by the
municipality, the police and to comply with all health-related and
other regulations.
13.1.3 The Lessee shall not erect outside the Leased Premises any
display, storage or other installation of any kind. It shall not
set down any object, equipment or merchandise outside the Leased
Premises (or outside the Building) and it shall not park any
vehicle outside same, except in the places specified for this
purpose.
13.1.4 It shall at all times fulfil the provisions of the laws and
regulations, of the orders of administrative authorities and those
of the Assemblee Pleniere des Societes d'Assurances Dommages
[damage insurance syndicate].
13.1.5 If dangerous appliances are used and/or dangerous products are
stored, the Lessee shall personally and at its own risk and
expense be liable for any necessary permit or for any claim
emanating from neighbours or third parties, in particular for
noises, flashes, heat, parasites, vibrations.
13.1.6 The Lessee shall be responsible for any damage caused to the
Leased Premises and/or to the Building as a result of overloading
the floorboards and lifts.
13.2 Work - Repairs
13.2.1 The Lessee shall at its own expense and risk and as it becomes
necessary carry out any repair work (including repairs as defined
in Article 606 of the civil code), reconstruction, bracing,
remodelling and replacement which is or which may become necessary
to the Leased Premises and to the plant and equipment, whatever
the cause, type and extent may be, and even if they are due to
obsolescence.
13.2.2 The Lessee shall not carry out within the Leased Premises any
demolition, construction or installation, fitting, drilling
through walls or modification of floor-plan, and generally it
shall not make any modification whatsoever to the Leased Premises
or to the plant and equipment, without first obtaining the
Lessor's written consent.
13.2.3 As an exception to the foregoing the Lessee is explicitly
authorised to perform fitting work as described in Appendix 3
hereinafter.
13.2.4 The Lessee shall be liable for the costs and fees of the Lessor's
architect who shall have a supervisory role and/or the
condominium's architect.
<PAGE>
13.2.5 Lessee shall be solely responsible for all accidents and/or
incidents which may occur as a result of the performance and
existence of any building, installation and fitting work performed
by it and any operations that such may produce. In particular,
Lessee warrants the Lessor, if need be as a self-insurer, against
any claims that may arise against it as a result of said accidents
and/or incidents and their consequences.
13.2.6 The Lessee shall ensure that its workmen and employees shall not
produce any damage. The Lessee shall be responsible for damage and
losses which affect the Leased Premises or the Building and the
plant and equipment.
13.2.7 The Lessee shall be liable, without compensation or abatement of
the rent set above, for all work that the Lessor believes must be
done within the Building (including their plant and equipment),
whatever the cause, type or extent thereof, and the term and even
if it exceeds forty days, it being hereby specified that the Lessor
undertakes to apply its best efforts to reduce the inconvenience
and the term of this work.
13.2.8 The Lessee shall also be liable for all work which may be carried
out on the public roadway, or in the buildings neighbouring on that
building that constitutes the Leased Premises, whatever disturbance
may result therefrom for the carrying out of its business, or for
gaining access to the Leased Premises, with the exception of any
recourse against the authorities, the contractor for the work, the
neighbouring owners, all the while leaving the Lessor harmless.
13.3 Work by the authorities
If the authorities, including public agencies, should at any time require
modifications to the Leased Premises, in particular as regards the carrying
out of the Lessee's business or for the use of the Leased Premises, based
on current and future regulations, all costs and consequences arising
therefrom shall be borne in full by the Lessee which commits thereto; even
if these modifications and/or work are large-scaled repairs as defined by
Article 606 of the civil code.
13.4 Powers of the Lessor
If the repairs and/or the work and/or the checks listed above are not
carried out, the Lessor may, thirty days after a notice served by
registered letter and remaining without effect, except in the case of an
emergency duly established, substitute itself for the Lessee and have such
work done at the expense of the Lessee by a contractor of its choice, and
the Lessee undertakes to reimburse the cost thereof to the Lessor within
two calendar weeks of a notice of account sent to it.
13.5 Furnishings
The Lessee undertakes to keep the Leased Premises constantly and normally
furnished, so as to be in a position at any time to pay rents and
accessories, and in performance of the clauses and responsibilities arising
out of the lease.
13.6 Continuous operations
The Lessee undertakes to operate the Leased Premises in a permanent,
effective and normal manner.
<PAGE>
13.7 Condominium rules
The Lessee acknowledges that it possesses a copy of the Building's
current condominium rules and undertakes to comply with all its
provisions such that the Lessor shall not be sought or disturbed on this
issue.
13.8 End of lease
At the expiration of the present lease either by conclusion of the
agreed term or by termination for any reason whatsoever, at the
departure of the Lessee, all constructions and plant and equipment, all
fittings and generally all improvements performed by the Lessee as well
as those - if any - imposed by legislative or regulatory provisions,
shall become, with no compensation being due, since the rent was set as
a consequence thereof, the property of the Lessor, unless Lessor
required that the Leased Premises be returned, in whole or in part, to
the condition in which they were at the time of the second condition
report, at the sole expense of the Lessee.
Article 14 - SUB-LETTING - ASSIGNMENT
14.1 Sub-letting, etc.
14.1.1 The Lessee shall not provide to anyone in any way or form and
even in the form of a loan or management contract, all or part
of the Leased Premises.
14.1.2 As an exception to the foregoing, the Lessor authorises the
Lessee to sub-let in whole or part of the Leased Premises, on
condition that there are no more than two sub-tenants per floor
and as long as the conditions of form of Article 21 of the
Decree n(degrees)53-960 dated 30 September 1953 are fulfilled.
14.1.3 In the event of an explicitly authorised sub-letting, the sub-
tenant shall be jointly and severally liable for the performance
hereof.
14.1.4 As an exception to the foregoing, the Tenant is authorised to
domicile any company in the Leased Premises.
14.2 Assignment
14.2.1 The Lessee shall not assign or contribute its right to the
present lease except to the acquirer of its business assets,
where the Lessor is obliged to agree, on penalty of the contract
being annulled. However, the Lessee is authorised to assign this
lease in favour of a company whose profits for each of the three
years preceding the date of assignment are three times the
amount of the current annual rent as at the day of assignment,
as determined herein, or, if it is a company listed on a stock
exchange, whose market value is higher than FRF 500,000,000 as
at the day of assignment.
14.2.2 The Lessee shall remain joint and several guarantor with its
assignee and all subsequent or successor assignees for the
payment of past or future rents and charges due and for the
performance of the conditions of the present lease, including
all rental fees, etc., due, and the assignees are also jointly
and severally liable.
14.2.3 In all circumstances the assignment shall be recorded either by
official deed or a private deed, and its text submitted to the
Lessor within one month of it being signed, at the Lessee's
expense, failure so to do being subject to the penalty of
automatic termination of the lease, if the Lessor sees fit.
<PAGE>
14.2.4 Moreover, any management lease agreement must contain the
commitment by the Lessee to stand as joint and several guarantor of
the tenant manager for the performance of the lease for the entire
term of the management lease; if such commitment is lacking, the
present lease may be automatically terminated, if Lessor sees fit.
14.2.5 At any time, the Lessor shall be free to assign or contribute its
rights and obligations under the present lease (and any renewals
thereof) without it being necessary to undertake any specific
formalities and in particular such formality as specified at
Article 1690 of the civil code.
14.2.6 In the event that a sub-letting or an assignment is authorised or
if the present lease is terminated, if the authorities invoke
Article 725 para. 3 of the general tax code ["CGI"] (or any text
that amends or replaces such) concerning the transfer of the
premises covered by the sub-letting or the assignment or
termination cited above, the Lessee shall be personally liable for
any claims by the authorities in this regard and shall be fully
liable for disputing it or paying any duties or taxes that may be
due such that the Lessor shall not be sought or disturbed.
Article 15 - LIABILITY AND RECOURSE
The Lessee states that it waives all recourse for liability against the Lessor
in the following circumstances:
a) In the event of theft or other misdemeanour of which the Lessee may be the
victim within the Leased Premises, since the Lessor has no obligation to
supervise the Building and the Leased Premises.
b) In the event of damage to furniture or goods that are located within the
Leased Premises, consequent to leaks, seepage, humidity or other
circumstances, since it is the Lessee's responsibility to protect against
these risks, without recourse against the Lessor.
c) The Lessee further commits itself not to claim from the Lessor any
compensation, by reduction of rent or charges:
- in the event of stoppage to the distribution of water, electricity or
other fluids, and in the event of a cessation to the operation for any
reason whatsoever of the Building's technical plant and equipment
(air-conditioning, goods lift, passenger lift, etc.) consequent to
upkeep, repair, replacement, lack of supplies, strike and all other
reasons that are outside the control of the Lessor;
- in the event of damage caused to the Leased Premises and to the
objects or goods located therein, consequent to leaks, seepage,
humidity or other circumstances, since it is the Lessee's
responsibility to protect against these risks, without recourse
against the Lessor;
- in the event of actions that produce liability of the other tenants,
of their staff, suppliers or customers;
- in the event of a change or modification made by anyone whatsoever,
and in particular by the Lessor, to the common parts of the Building;
- and generally for any action based on Article 1719-3(degrees) of the
civil code.
<PAGE>
Article 16 - INSURANCE
The real and moveable property must be insured with insurance companies known to
be solvent, in the following way:
16.1 Insurance taken out by the Lessor
The Lessor has taken out a policy guarantying the monetary consequences
of the civil liability that the Lessor may incur as condominium partner.
The Lessee shall reimburse to the Lessor the premiums that Lessor has
paid, and these are considered to be charges under Article 10 above.
16.2 Insurance taken out by the Lessee
16.2.1 The Lessee commits to insure, for the entire term of the lease, with an
insurance company known to be solvent and authorised to insure within
France, the risks listed below:
a) Physical damage affecting work and improvements (fittings and
fixtures) performed by the Lessee during the term of the lease and
all objects, equipment or other furniture belonging to the Lessee
and furnishing the Leased Premises resulting from events such as
fire, lightning, explosion, water damage, leaks from sprinklers,
electrical damage, crashes of aircraft and flying machines, crashes
of vehicles belonging to third parties, natural disasters,
hurricanes, cyclones, tornadoes, storms, and hail on the roofs,
smoke, revolts and popular uprisings.
b) Its civil liability that it may incur pursuant to Articles 1382,
1383 and 1384 of the civil code for all bodily injury and physical
damage or loss of use occasioned to third parties and provoked
directly or indirectly as a result of Lessee's activity, of the
property mentioned in para. (a) above, and as a result of the
activity of Lessee's agents or employees.
16.2.2 The Lessee commits to the following:
. not to contravene in any way any of the clauses of its insurance
policy or policies that could entail termination thereof;
. to pay the premiums relating to its insurance policy or policies
regularly on their due date;
. to give evidence at the Lessor's first request of the performance of
the above clauses, by producing the insurance policy or policies and
receipts for the premiums relating thereto;
. to inform the Lessor of any fact that makes it necessary to add a
rider to the Lessor's insurance policies;
. to inform the Lessor of the occurrence of any loss, as soon as
Lessee becomes aware thereof, and of any repair that Lessee is
carrying out which may become necessary during the lease, subject to
the penalty of remaining personally liable for the damages whose
amount could not validly be claimed from the Lessor's insurance
company, once such notification was not provided or was provided
late.
<PAGE>
. to state in its insurance policy or policies that termination
thereof shall not become effective until two calendar weeks after
notification to the Lessor by the Lessee's insurer.
. to delegate to the Lessor the benefit of its insurance policy or
policies at Lessor's first request, so as to allow Lessor to
exercise the privilege of the Lessor over the insurance pay-outs
which would be paid in the event of loss. To this purpose, the
Lessee undertakes to send a copy of the present Article to its
insurers once the present lease is signed.
. to do all that is required so that its insurers get in contact with
the Lessor's insurers to avoid any contradictions and
incompatibilities between Lessee's and Lessor's insurance.
16.2.3 Unless the Lessee takes out and renews the polices or pays the premiums
relating thereto set down above, the Lessor reserves the right to do so
and claim reimbursement of the premiums thus advanced from the Lessee.
Article 17 - ADMITTANCE TO THE PREMISES
17.1 The Lessee undertakes to allow the Lessor or Lessor's agents, during
working days, except in an emergency, free access to the Leased Premises
and to technical access trapdoors which would allow it in particular to
check the condition of the Leased Premises or of the plant and
equipment.
17.2 Moreover, for the six months after notification to the Lessee by the
Lessor of Lessor's intention to sell the Building or for the six months
prior to the end of the Lessee's occupation for any reason whatsoever,
the Lessee undertakes to allow the Lessor to show the premises to
potential buyers or tenants, according to schedules and conditions set
jointly in advance between the parties.
Article 18 - RETURN OF THE LEASED PREMISES
18.1 Before vacating, and prior to removing furniture and equipment even in
part, the Lessee shall give evidence by presenting receipts of the
payment of the contributions for which Lessee is liable, in particular
the business tax, both for past years and for the current year.
18.2 Lessee must also return the Leased Premises in a perfect state of repair
and in a perfect state of cleanliness by comparison with the second
condition report referred to in Article 3.5 or, in the contrary
situation, pay the Lessor the cost of the work required to repair them.
To this purpose, a jointly-approved condition report shall be drawn up
in the presence of the Lessee, duly invited to attend, no later than one
month before the expiration of the lease.
18.3 The Lessee shall within one calendar week as of being informed of the
estimates drawn up by an engineer's workshop or by contractors approved
by the Lessor, provide its consent concerning said estimates.
If the Lessee does not express its intention to perform the work itself,
Lessee must agree to have the work performed without delay by qualified
contractors approved by the Lessor.
The Lessor shall in all circumstances be entitled to request from the
Lessee a daily compensation payment equal to double the last rent in
application, inclusive of charges, for the term required for this repair
work as of the expiration date of the lease.
<PAGE>
Article 19 - SUPERVISION OF THE LEASED PREMISES
19.1 The Lessee shall personally be responsible for supervision and guarding
of the Leased Premises and its equipment.
19.2 The Lessor does not warrant the Lessee from disturbance from third
parties, other tenants, occupants, which may affect Lessee's enjoyment,
in particular in the event of theft or burglary with or without breaking
and entering. The Lessee shall personally be liable for any insurance in
this connection, and this insurance must exclude any recourse, whether
direct or indirect, against the Lessor and its insurers.
Article 20 - DESTRUCTION OF THE LEASED PREMISES
20.1 If the Leased Premises are destroyed totally by obsolescence,
construction fault or materials fault, flooding, strike, acts of civil
ware, uprising or any other cause outside the control of the Lessor, this
lease shall be terminated automatically, with no compensation payable by
either party unless the destruction can be attributed to the Lessee.
20.2 If at least 50% of the useful surface of the Leased Premises is destroyed
partially by obsolescence, construction fault or materials fault,
flooding, strike, acts of civil ware, uprising or any other cause outside
the control of the Lessor, the Lessee may either (i) terminate this lease
with no compensation payable by either party, or (ii) be granted an
abatement of rent during the reconstruction by the Lessor of the premises
at a proportional rate of the useful floor surface that was destroyed.
If the parties fail to reach agreement on the surface destroyed, this
calculation shall be performed by an expert chosen by the parties and
unless they appoint such an expert within 45 days following the date of
the loss, this appointment shall be made at the request of the Lessor by
the President of the Tribunal de Grande Instance [lower court] with
jurisdiction over the area in which the Building is located, ruling in
urgent session, the costs and fees arising therefrom being paid in equal
parts by each party.
20.3 If the surface destroyed is less than 50% of the useful surface of the
Leased Premises, the lease shall continue under the same terms and
conditions and in particular in the same terms of rent.
20.4 In all circumstances, if the loss can be attributed to the Lessee, the
lease shall continue under the same terms and conditions and in
particular in the same terms of rent, with no affect as to the rights of
the Lessor against the Lessee.
Article 21 - PENALTY CLAUSE
21.1 If a single rent payment and/or payment of accessory charges is not made
at its contracted due date, and likewise in the event that the Lessee
fails to perform one single clause, responsibility or condition of the
present lease, said lease shall be terminated automatically, if the
Lessor sees fit, without there being any need to formulate a request
through the courts, one month after a simple order to pay or notice to
perform containing a statement by the Lessor of its intention to take
advantage of this clause, has remained without effect. The Lessee may
then be evicted at a simple order in urgent session handed down by the
President of the Tribunal de Grande Instance [lower court] who will state
only that the penalty clause has taken effect, said order being
constituting provision for payment by way of advance.
<PAGE>
21.2 Any further offer to pay the arrears or to comply with the conditions of
the lease shall not have any effect on the application of this clause.
21.3 As of the date of the termination of the lease, the Lessor shall
immediately and automatically take back full possession of the Leased
Premises.
Unless the Lessee vacates the Leased Premises, the Lessor shall
automatically and without notice be eligible for payment of an occupation
fee hereby set, for each day of delay, at double the current rent,
calculated prorata temporis, this having no effect to any rights to legal
damages in favour of the Lessor.
21.4 All court costs, legal fees and costs to do with measures of conservation
or with discharge of legal notices, if such are necessary pursuant to the
Law dated 17 March 1909, shall be payable by the Lessee, and shall be
considered to be supplements and accessories of the rent.
Article 22 - TOLERANCES
22.1 This document may only be amended via a written explicit document in the
form of a bilateral deed or exchange of mail.
22.2 It is formally agreed that any tolerance by the Lessor towards the
clauses of the present lease, whatever the frequency with which they may
occur and the term, shall not be considered to constitute a novation or
to amend or rescind the clauses and conditions hereof, nor to produce any
right whatsoever; the Lessor may always terminate same without notice.
Article 23 - INDIVISIBILITY OF THE LEASED PREMISES
By explicit agreement, the Leased Premises form an indivisible whole in the
joint intent of the parties, to the exclusive benefit of the Lessor.
Article 24 - COSTS
Each party shall be liable for its own costs, duties and fees of the present
document and all those which shall be the consequence thereof, with no exception
nor reservation.
Article 25 - REGISTRATION OF THE LESSEE
The Lessee undertakes to register its principal establishment in France and to
supply the Lessor with the details of this registration within six (6) months as
of the signature hereof; failure to do so will cause this lease to become null
and void, if the Lessor sees fit.
Article 26 - ELECTION OF LEGAL ADDRESS FOR SERVICE
For the performance hereof and of the consequences hereof, the parties state
that their legal address for service is:
- for the Landlord at its registered office; and
<PAGE>
- for the Lessee at the address of the Leased Premises (subject to the exception
set forth in article 3.2)
Article 27 - JOINT AND SEVERAL WARRANTY BY CMGI INC
As an essential and determining condition without which the Lessor would not
have made this agreement, the company CMGI Inc., a company registered under U.S.
law, whose registered office is located at 100, Brickstone Square, Andover,
Massachussetts 01810, U.S.A., will be jointly and severally liable for the
performance of the present Lease by the Lessee, its subsidiary, which fact is
explicitly and irrevocably accepted by the company CMGI Inc.according to the
terms of a correspondence dated May 9, 2000, of which a copy is attached in
Appendix 4.
Article 28 - SPECIAL STIPULATION - SIGN
The Lessor authorises the Lessee to place a sign on the condition that it
complies with the applicable town planning provisions, the condominium rules and
that Lessee obtain all the requisite permits therefor.
Installation of the sign shall be done and the risk of the Lessee.
The Lessor for its part undertakes to vote in favour of the placing of the
Lessee's sign, in the condominium meeting, on condition that the Lessee's plan
is reasonably justified.
The Lessee undertakes to dispose of the sign, at its sole expense, when it
vacates.
Executed at Paris in two original copies, on May 9, 2000.
CMGI (UK) LIMITED
/s/ Illegible
--------------------- ___________________________________
THE LESSOR THE LESSEE
/s/ Andrew J. Hajducky III
-----------------------------------
Andrew J. Hajducky III
/s/ William Williams II
-----------------------------------
William Williams II