AMENDED SUBLEASE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Sublease Agreement, dated December 1, 1998, was entered by and between:
PHILEXCEL TEXTILES, INC. a corporation duly organized and existing under
the laws of the Republic of the Philippines, with duly authorized representative
of EXCEL TEXTILES, INCORPORATED (ETI), a corporation duly organized and existing
under the laws of the British Islands, with principal address at Xxxxxx Roxas
Highway, 1961st Area, Xxxxx Special Economic Zone, Xxxxx Field, Pampanga,
represented herein by its General Manager XXXXXXXXX X. XXXXXX, hereinafter
referred to as the "SUB-LESSOR",
-AND-
MOMENTUM ASIA, INC., a corporation duly organized and existing under the
laws of the Republic of the Philippines, with principal office address at Xxxx.
00, PhilExcel Compound, X. Xxxxx Highway 19616' Area, Xxxxx Field, Pampanga,
Philippines, represented by its President XXXX XXXXXXXXX, hereinafter referred
to as the "SUBLESSEE".
WITNESSETH: That
WHEREAS, the SUB-LESSOR is the LESSEE of a certain property being managed
and administered by Xxxxx Development Corporation (CDC), consisting of land with
an area of 52 hectares, more or less, located within the XXXXX SPECIAL ECONOMIC
ZONE (CSEZ) at Xxxxx Field, Pampanga, as evidence by a lease agreement executed
by the Lessee and CDC dated July 31, 1993 and recorded as Doc. Xx. 000, Xxxx Xx.
00, Xxxx Xx. 00, Series of 1993, of the National Register Attorney Xxxxxx X.
Xxxxxxx, a Notary Public for and in Manila, and attached hereto as Annex "A" and
made an integral part hereof;
WHEREAS, the parties had entered into a SUBLEASE AGREEMENT dated 7
September 1996 which document was notarized by Notary Public Xxxxxxx X. Xxxxxxxx
and entered in the latter's notarial register as Doc. No. 187; Page No. 038;
Book No. XXIV; Series of 1996;
WHEREAS, the parties desire to amend the term and other provisions in the
subject
NOW, THEREFORE, for and in consideration of the foregoing, the SUBLESSOR
hereby sublets and subleases unto the SUB-LESSEE the portions of the leased
property described below and the SUB-LESSEE hereby accepts the sublease, subject
to the following terms and conditions, to wit:
1. SUB-LEASED PROPERTY. The SUBLESSOR hereby transfers and conveys by way
of sublease in favor of the SUB-LESSEE a certain portion of the formers leased
property, specifically Xxxx. 00 with an area of TWO THOUSAND FIVE HUNDRED
(2,500) SQUARE METERS at X. Xxxxx Highway, 1961st Area Xxxxx Field, Pampanga.
The map
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showing the location and portion of the said subleased property is herein
attached as ANNEX "B" .
2. TERM. The term of this sublease shall be for a period of eighteen (18)
years commencing from December 01, 1998 or up to November 30, 2016. It may be
renewed thereafter by mutual agreement of the parties but subject to such new
terms and conditions as may then be mutually agreed upon and subject to the
prior written approval and consent of the original lessor CDC. It is a condition
precedent however of this SUBLEASE that this Sublease Agreement is co-terminus
with the SUBLESSOR'S term and subject to the terms of its original lease. In the
event of pre-termination or cancellation of SUBLESSOR'S original lease with CDC,
this contract is likewise automatically deemed cancelled and/or terminated.
3. RENTALS.
3.1 SUB-LESSEE shall pay rentals at the rate of TWO US DOLLARS & TWENTY
FIVE CENTS ($2.25) per square meter per month based on the floor area
subleased or a total of FIVE THOUSAND THREE HUNDRED (US $5,300.00) US
DOLLARS per month.
3.2 The monthly rentals shall be increased by six (6%) percent every year
compounded annually except for the rentals for year 2 covering the
period from December 01, 1999 up to November 2000 which increase shall
be deferred and spread over the next three (3) years. For this
purpose, the monthly rentals per square meter shall be as follows:
Year 1-12/1/1998 to 11/30/1999 = US$2.25/sq.m.
Year 2-12/1/1999 to 11/30/2000 = 2.25
Year 3-12/1/2000 to 11 /30/2001 = 2.43
Year 4-12/1/2001 to 11/30/2002 = 2.62
Year 5-12/1/2002 to 11/30/2003 = 2.83
Year 6-12/1/2004 to 11/30/2005 = 3.00
Year 7-12/1/2005 to 11/30/2006 = 3.18
Year 8-12/1/2006 to 11/30/2007 = 3.37
Year 9-12/1/2007 to 11/30/2008 = 3.57
Year 10-12/1/2008 to 11/30/2009 = 3.80
Year 11 -12/1/2010 to 11/30/2011 = 4.02
Year 12-12/l/2011 to 11/30/2012 = 4.26
Year 13-12/1/2012 to 11/30/2013 = 4.52
Year 14-12/1/2013 to 11/30/2014 = 4.79
Year 15-12/1/2014 to 11/30/2015 = 5.08
Year 16-12/1/2015 to 11/30/2016 = 5.38
Year 17-12/l/2016 to 11/30/2017 = 5.70
Year 18-12/1/2017 to 11/30/2018 = 6.04
3.3 The rents shall be paid monthly in advance at the SUBLESSOR'S office
within the first five (5) days of every month without need of demand.
3.4 In case of delay in the payment of monthly rentals, a surcharge of
three (3%) percent per month or fraction thereof computed from the
sixth (6th ) day of the current month of delay shall be added and paid
by the SUBLESSEE without prejudice to the other penalties and rights
of the SUBLESSOR as provided for herein.
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4. DEPOSITS. The SUBLESSOR confirms receipt of and the payment by the
SUBLESSEE of the following deposits:
4.1 SECURITY DEPOSIT. The sum of FIFTEEN THOUSAND (US$15,000.00) US
Dollars as non-interest bearing security deposit to answer for any
unpaid utility bills such as water, telephone and electricity, as well
as for damages that may be caused on the leased premises by the
SUBLESSEE. Balance of the said amount, if any, after payment of the
above-mentioned obligations shall be refunded by the SUBLESSOR to the
SUBLESSEE upon expiration, termination, or cancellation of the
Sublease Agreement as provided for herein, unless there are any unpaid
rents, interests, or penalties, in which case SUBLESSOR shall have the
right to offset this deposit or any balance thereof against such
unpaid obligations. SUBLESSEE, however, has no right to offset this
deposit against any unpaid rentals.
4.2 RENTAL DEPOSIT. The sum of FIVE THOUSAND (US $5,000.00) US Dollars as
non-interest bearing rental deposits to be applied against the last
month's rent or whatever is proportionately applicable.
5. USE OF THE SUBLEASED PROPERTY. The SUBLESSEE expressly agrees and
warrants that the subleased premises shall be used by it exclusively for
printing, binding, packaging, mailing, storage and handling of printed
materials, related office use, and exporting of said printed matter and related
products. The SUBLESSEE is strictly prohibited from using said premises for any
other purpose without consent of the SUBLESSOR and CDC. The SUBLESSEE shall have
no right to change the form of its business organization as stated herein or
bring in any new partners, investors, or joint venture partners without the
prior written consent of the SUBLESSOR, and LESSOR, if required by the latter.
6. IMPROVEMENTS, INSTALLATION AND FACILITIES. The SUBLESSEE may introduce
any renovations or additional facilities suitable for its authorized purposes
provided that the prior written consent of the SUBLESSOR is first secured. Any
such improvements or alterations of whatsoever nature shall, upon termination of
this sublease, or cancellation thereof as provided for herein, form integral
parts of the leased premises and shall not be removed but shall belong to and
become the exclusive property of the SUBLESSOR, without any right on the part of
the SUBLESSEE to the reimbursement for the cost or value thereof.
7. PROHIBITION ON ASSIGNMENT, ENCUMBRANCE. The SUBLESSEE shall not directly
or indirectly further sublease, assign, transfer, convey, mortgage or in any way
encumber its rights under this contract or any portion of the leased premises
unless prior written consent of the SUB-LESSOR and the original lessor (C.D.C.)
is obtained.
8. TENANTABLE CONDITION, REPAIRS, IMPROVEMENTS. The SUBLESSEE hereby
expressly acknowledges receipt of the leased premises in good and tenantable
condition and agrees to keep the same in such condition at its own expense,
ordinary wear and tear excepted. Any provision of the law, present or the future
or any stipulation in this agreement to the contrary notwithstanding, the
SUBLESSEE hereby agrees and binds itself to undertake and do all the repairs
major and minor which may due on the premises. Major repairs due to defects in
the in the roof and structural components of the building, or due to unforeseen
causes (see below) will be the responsibility of the SUB-LESSOR for the first 3
years of the lease term.
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9. WATER, ELECTRICITY, LIGHT AND OTHER UTILITY SERVICES. The SUBLESSEE
shall pay for and defray at its exclusive expense the cost of water consumption,
electric, telephone, or other utility services in the leased premises.
10. GOVERNMENT RULES AND REGULATIONS. The SUBLESSEE shall comply with any
and all laws ordinances, regulations or orders of the National or Local
Government Authorities and CDC arising from the use and occupancy of the leased
premises. All costs/requirements in mandated laws, ordinances , regulations or
orders shall be at the risk and expense of the said SUBLESSEE.
11. LESSOR/SUBLESSOR RULES AND REGULATIONS. The SUBLESSEE expressly agrees
to strictly abide by all the rules and regulations which may be given from time
to time by the SUBLESSOR or the original LESSOR pertaining to the use of the
leased premises to include, among others, to wit:
a. For aesthetic value, all office signs must be of uniform size
with those prescribed by the SUBLESSOR and/or CDC.
b. SUBLESSOR is hereby authorized to engage the services of any
local security agency to provide security services on the entire
compound including the subleased portions and for janitorial
services for the vacant lands surrounding the building. SUBLESSEE
shall share in the cost of such security or janitorial services
procured by the SUBLESSEE shall be at the latter's expense.
c. Considering the nature of the SUBLESSOR'S prime business as well
as that of the tenants in the building where an innocuously
thrown cigarette may cause conflagration, smoking, whether of
cigars, cigarettes or pipes is absolutely and totally banned
within the premises whether inside or outside of all the offices,
warehouse or building.
12. INSPECTIONS OF PREMISES. The SUBLESSOR or its duly authorized
representative shall have the right to inspect the leased premises during
business hours upon giving prior notice to the SUBLESSEE.
13. OBNOXIOUS SUBSTANCES. The SUBLESSEE shall not introduce, keep, deposit
or store in the subleased premises any obnoxious substance or inflammable
materials or substances that might constitute a fire hazard, without the prior
written consent of the SUBLESSOR which consent shall not be unreasonably with
held when needed by the SUBLESSEE for its authorized business activities.
14. PENALTY CLAUSE
a. In case either party violates any of the terms and conditions of
this contract, the innocent or aggrieved party shall have the
right to cancel this contract extra-judicially and without need
of any court order or proceedings except the service of a written
notice thereof to the other party.
b. The guilty party shall be liable for any and all damages
resulting therefrom including but not limited to what is provided
for in this contract.
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c. In case it is the SUBLESSEE who violates any of the terms and
conditions hereof and the SUBLESSOR exercises his right to cancel
the contract, or upon expiration of the terms agreed upon, the
SUBLEESSEE agrees to peacefully and voluntarily vacate the
premises and turn over the same to the SUBLESSOR or the latter's
authorized representative upon written demand served by
registered mail or by personal delivery on SUBLESSEES address
indicated in this contract or on the leased premises.
d. If the SUBLESSEE refuses or fails to surrender possession when
required as stated in par. (c) above, SUBLESSEE shall be obliged
to pay SUBLESSOR a monthly rent and liquidated damages an amount
equivalent to four (4) times the prevailing monthly rental plus
3% interest per month as provided for herein computed from date
of demand up to the date the SUBLESSOR obtains actual possession
thereof, in addition to any other penalties under this contract
or under the law.
e. In case SUBLESSEE abandons the subleased premises which includes
padlocking the building and/or failure to conduct business
operations/authorized purposes for a period of at least thirty,
(30) days without paying the monthly rents. The SUBLESSEE hereby
authorizes the SUBLESSOR to obtain possession of the subleased
premises with right to break-open any locked doors or windows to
gain entry without need of any court order or proceedings with
this document serving as authority therefore. For this purposes,
SUBLESSEE hereby waives any action for trespass, coercion, or any
other similar suits. Thereafter, SUBLESSOR shall be free to use
the premises for its own purposes or to sublease the same to any
third party as may be authorized by CDC by virtue of its original
lease agreement. If there are any goods, merchandise or other
movable properties belonging to the SUBLESSEE and left on the
subleased premises. SUBLESSOR is hereby authorized to remove the
same to be stored in an, public or private warehouse at
SUBLESSEE'S expense. SUBLESSEE furthermore authorizes the
SUBLESSOR to pay for the costs of the storage and/or for any
unpaid rents or damage caused on the subleased premises by
selling the said goods at public auction under the supervision of
the Sheriffs of the Courts of Angeles City. The expenses of such
auction sale shall likewise be taken from the proceeds will be
applied against unpaid rents, interests and penalties, if any,
and the balance to be refunded to SUBLESSEE.
f. If the SUBLESSEE vacates the premises or withdraws from or
cancels or causes the cancellation of the contract at any time
after signing but before the expiration of the term or period
agreed upon SUBLESSEE shall be liable for all the rents due on
the un-expired term of the lease or the forfeiture of the
security and rental deposits, whichever is higher, without
prejudice to any other penalties which may have been incurred as
provided for in this contract.
g. Should either party be forced to litigate and/or to engage the
services of a lawyer to enforce its rights under this contract,
the guilty party or party committing the breach shall likewise be
liable for attorney's fees amounting to 25% of the amount
involved but in no case less than P1150,000.00, plus all other
litigation expenses incurred.
h. Any notice or demand served/sent on the leased premises by
personal delivery or registered mail even if the subleased
premises were abandoned or if served on whomsoever is found
thereat shall be sufficient notice to the SUBLESSEE.
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15. OTHER TERMS AND CONDITIONS. All other terms and conditions of the lease
agreement entered into by and between the SUBLESSOR and CDC, herein attached as
ANNEX "A", not inconsistent with the terms and conditions of this SUBLEASE
AGREEMENT, are hereby incorporated as integral parts of this SUBLEASE AGREEMENT
and SUBLESSEE binds itself to faithfully comply with the same.
16. VENUE. In case of court suit, the parties expressly submits themselves
to the jurisdiction of the courts of Angeles City.
17. LESSOR'S APPROVAL. This agreement is subject to final approval by Xxxxx
Development Corporation and according to the terms of such approval.
18. PRIOR SUBLEASE AGREEMENT. Upon effectivity of this Amended Sublease
Agreement, the original Sublease Agreement dated 7 September 1996 is hereby
cancelled and rendered of no further force and effect.
IN WITNESS WHEREOF, the parties have hereunto affixed their signature this
20th day of January 1999, at Xxxxx Field, Pampanga.
PHILEXCEL TEXTILES, INC. MOMENTUM ASIA, INC.
Sublessor Sublessee
by: /S/ Xxxxxxxxx X. Xxxxxx by: xxxx Xxxxxxxxx
----------------------------- ---------------------------------
XXXXXXXXX X. XXXXXX XXXX XXXXXXXXX
General Manager President
SIGNED IN THE PRESENCE OF:
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ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
(CITY OF ANGELES ) S.S
BEFORE ME , a Notary Public in and for Pampanga, on this 20th day of January
1999 personally appeared the following:
CTC No/
Name Passport No. Place Issued Date Issued
--------------------------------------------------------------------------------
XXXXXXXXX X. XXXXXX 6424523 Angeles City January 21, 1998
XXXX XXXXXXXXX 130832609 Houston May 28, 1992
Known to me to be the same persons who executed the foregoing instrument and
acknowledged to me that the same is their free and voluntary act and deed and
those of the entities which they represent.
This instrument related to an Amended Contract of Lease which consists of
seven (7) pages including this page where the acknowledgment is written and duly
signed by the parties herein and their instrumental witnesses on each and every
page hereof. "'
WITNESS MY HAND AND OFFICIAL SEAL on the date and place
above-mentioned.
Seal of the Notary Public
Doc. No. 005;
Page No. 0331
Book No xxix
Series of 1998
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