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EXHIBIT 10.11
CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This Contract of Lease, made and entered into this 1st day of October,
1990 at Makati, Metro-Manila, Philippines, by and between:
CORINTHIAN COMMERCIAL CORPORATION, a corporation duly
organized and existing under the laws of the Republic of the
Philippines, with office at X00 Xxxxxx Xxxxx, Xxxxx Xxxx,
Xxxxxx, Xxxxx- Xxxxxx, represented by its Treasurer, XXXXXX X.
XXXXXX, who has been duly authorized for the purpose,
hereinafter referred to as the LESSOR;
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AMKOR/ANAM PILIPINAS INC., a corporation duly organized and
existing under the laws of the Republic of the Philippines
with principal office at the CCC Compound, Km. 22 South
Superhighway, Bo. Cupang, Muntinlupa, Metro-Manila,
represented in this act by its Financial Director and
Treasurer, XXXXX X. XXXXXXXX, who has been duly authorized for
the purpose, hereinafter referred to as the LESSEE.
W I T N E S S E T H: THAT
WHEREAS, on August 4, 1989, the parties hereto executed a Memorandum of
Agreement covering the lease of a portion of certain parcels of land situated at
Km. 00 Xxxxx Xxxxxxxxxxxx, Xx. Xxxxxx, Xxxxxxxxxx, Metro-Manila, and covered by
Transfer Certificates of Title Nos. 441394 and 441395 issued by the Registry of
Deeds for the province of Rizal, including the warehouses existing thereon,
specifically known as Warehouses 2 and 3;
WHEREAS, LESSEE desires to lease the aforementioned properties, which
are more particularly described as follows:
Covered Areas:
Motorpool - 346.50 sq.m. more or less
Warehouse 2 - 2,400 sq.m. more or less
Warehouse 3 - 2,400 sq.m. more or less
Middle Area bet. Whse. 2 & 3 - 1,179 sq.m. more or less
Canteen - 320 sq.m. more or less
Uncovered Areas:
Back of Warehouse 1 - 1,316.50 sq.m. more or less
Roadway leading to Whse. 2 & 3 - 2,398.50 sq.m. more or less
Canteen Area - 700 sq.m. more or less
NOW, THEREFORE, for and in consideration of the foregoing premises, and
the mutual covenants and stipulations hereinafter set forth, Lessor hereby
leases unto the LESSEE, and the LESSEE hereby accepts by way of lease from the
LESSOR, that portion of the land covered by Transfer Certificate of Title No.
441394 and 441395 including the Motorpool, Warehouses 2 and 3 and the Canteen
all of which are described above (hereinafter referred to as the leased
premises) subject to the following terms and
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conditions:
1. TERM: The term of the lease shall be as follows:
A. Motorpool and Back of Warehouse 1 - twenty-five (25) years
and nine and one half (9 1/2) months which shall commence on
March 16, 1990 and expire on December 31, 2015;
B. Portion of Warehouse 2 measuring 1,080 sq.m. more or less -
twenty-five (25) years and three (3) months which shall
commence on October 1, 1990 and expire on December 31, 2015;
C. Portion of Warehouse 2 measuring 1,320 sq.m. more or less,
Xxxxxxxxx 0, Xxxxxx Xxxx between Warehouses 2 and 0, Xxxxxxx,
Xxxxxxx leading to Warehouses 2 and 3 and Uncovered Canteen
area - twenty-five (25) years and two (2) months which shall
commence on November 1, 1990 and expire on December 31, 2015;
The LESSOR represents that it owns the leased premises in fee simple
and that it has the right to make this Lease Agreement and covenants that it
will execute and procure any further assurances of title of right to make this
Lease Agreement that may be required by Lessee from time to time during the term
hereof.
2. RENTAL RATE: The LESSEE shall pay the LESSOR as rental for the
leased premises the sum of FOUR HUNDRED FORTY-SEVEN THOUSAND NINE HUNDRED
FIFTY-FOUR AND 73/100 PESOS (P447,954.73) per month, which shall be increased by
ten percent (10%) each year beginning on the second year, cumulatively, up to
the last year of the term hereof.
3. PAYMENT DATE OF RENTAL: The rental shall be payable within the first
five (5) working days of every month at the principal office of the LESSOR
above. The LESSOR retains the option to change the due date to a later date.
4. RENTAL DEPOSIT: Upon the signing of this Contract, the LESSEE shall
keep on deposit with the LESSOR the amount of ONE MILLION THREE HUNDRED
FORTY-THREE THOUSAND EIGHT HUNDRED SIXTY-FOUR AND 19/100 PESOS ONLY
(P1,343,864.19), Philippine Currency. Upon the termination of this lease, the
deposit shall be promptly returned without interest to the LESSEE, or if
appropriate, applied to the payment of any rentals then outstanding and unpaid,
or any other amount then due and payable to the LESSOR or any damages which may
have been caused to the leased premises by the LESSEE or by the LESSEE's
employees, agents or representatives; provided, however, that should the deposit
be insufficient for the payments contemplated herein, the LESSEE shall continue
to be liable for the unpaid portion thereof until paid in full.
5. DAMAGE: The LESSEE acknowledges that it has accepted the leased
premises after due examination of the same, and that LESSOR shall not be liable
for any defect or change in the condition of the leased premises or of the
building resulting from any flaw in the electrical connections, or from water or
rain which may leak into, issue or flow from any part of the building, or from
the pipes or plumbing works of the leased premises or the building itself or
from any other place or
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quarter, or incurred in any other way or manner, or for any other reason other
than electrical or leaks unless such defect or change or any damage resulting
therefrom is attributable to the misconduct or negligence of the LESSOR or its
employees, agents or representatives. The LESSEE shall give the LESSOR or its
agent prompt notice in writing of any defects in the electrical installation,
the plumbing installation of other fixtures of the leased premises or of the
building itself. Upon receipt of any such notice or as soon as the existence of
such defects becomes known to the LESSOR, the LESSOR shall immediately cause
such defects installed by the LESSOR to be remedied or repaired, provided that
the necessity for effecting repairs on installations or fixtures shall not have
been caused by the misuse, negligence or fault of the LESSEE, or of any of its
employees, agents or representatives. If such defect or change is caused by the
LESSEE's visitor(s), the LESSEE and its employees shall cooperate fully with the
LESSOR in establishing the visitor's liability in a court of law. The monthly
rental or any other amount which may be payable by the LESSEE hereunder shall
not be abated or suspended while the repairs contemplated herein are being made
even if the LESSEE should suffer a loss or interruption of business by reason of
the making of such repairs. If the defects requiring such repairs shall have
resulted from the fault, misconduct or negligence of the LESSEE, its employees,
agents or representatives, the LESSOR shall have the option to repair such
defects at the expense of the LESSEE who hereby agrees to pay the actual
documented cost thereof on the rental payment date immediately following the
date of completion of such repairs.
The LESSOR shall not in anyway be responsible or liable for any damage
or injury to the LESSEE, its employees, agents, representatives or visitors, or
to any person or persons in or about the leased premises, unless such damage or
injury is due to the misconduct or negligence of the LESSOR, or its employees,
agents or representatives. The LESSEE agrees to indemnify and save the LESSOR
harmless from all fines, suits, proceedings, claims, demands or actions arising
or growing out of or in connection with the occupancy or use of the leased
premises or any part thereof or by reason of any breach, violation or
non-performance by the LESSEE of any covenant or condition hereof, unless the
cause or causes giving rise to any such fines, suits, proceedings, claims,
demands, or actions is/are due to the misconduct or negligence of the LESSOR,
its employees, agents or representatives.
6. NON-LIABILITY: The LESSOR shall not be liable for any damage, nor
shall this lease be affected or the rental payable hereunder abated or
suspended, by reason of any failure or interruption of the water supply,
electric current, air-conditioning or other services at the leased premises
unless such failure or interruption is due to the misconduct or negligence of
the LESSOR or its employees, agents or representatives. Neither shall the LESSOR
be liable for any damage, nor shall this lease be affected or the rental payable
hereunder abated or suspended by reason of any curtailment of or interference
with the water supply or electric current to the leased premises by any one
other than the LESSOR, or caused by any operation or activity conducted by or
for the Municipality of Cupang, Muntinlupa, Metro-Manila, and/or any other
governmental authority or agency in connection with the construction of any
public or quasi-public work. In the event of any such curtailment of or
interference with the water supply or electric current, the LESSOR shall take
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all such steps as may be necessary to secure the immediate or prompt restoration
of normal water supply or electric current to the leased premises.
The LESSOR shall likewise not be responsible for any interruption of
the water supply or electric current or the air-conditioning or other facilities
or services caused by circumstances beyond the control of the LESSOR or by force
majeure, fortuitous event or unforeseen circumstances. Any loss of business,
damage or injury which may be sustained by or caused to the LESSEE by reason of
any such interruptions shall not be the responsibility of the LESSOR.
7. REPAIRS: The LESSEE shall at its own expense maintain the leased
premises in good order and repair. The LESSEE shall be responsible for the
repair of all locks, electrical switches and similar installations turned over
to the LESSEE for its use, excepting any damage to any such installations
resulting from any structural defect of the leased premises or of the building
itself. When the leased premises are returned, such locks, electrical switches
and other installations must be intact and in good order, reasonable ordinary
wear and tear excluded. The repair of any breakage of glass materials or other
breakable parts within the leased premises shall likewise be the responsibility
of the LESSEE, if caused by the misconduct or negligence of the LESSEE, or its
employees, visitors, agents or representatives, otherwise, such breakage shall
be for the account of the LESSOR.
Subject to the provisions of the preceding paragraph thereof, the
LESSEE shall also be responsible for the proper maintenance and repair of the
external walls of the leased premises, the supporting posts and similar
portions, the floor of the leased premises (as well as of the floor constituting
its ceiling) and electrical, water and plumbing installations of common areas.
The repair of any damage for which the LESSEE is responsible shall be
undertaken by the LESSEE at its own expense, through qualified and/or licensed
xxxxxxx or contractors upon demand of the LESSOR; provided, however, that should
the LESSEE fail or refuse to undertake such repairs promptly after due demand by
the LESSOR, then the LESSOR will effect such repairs, and all documented
expenses incurred for such repairs shall be charged against and paid for by the
LESSEE, on the rental payment date immediately following said date of
completion.
Existing electricals, plumbing or other service installations shall not
be tampered with, changed or altered, or new installations made, or alterations
within the premises effected or made by the LESSEE without the prior written
consent of the LESSOR, which consent shall not be unreasonably withheld.
8. LESSOR'S OBLIGATIONS: THEIR PREVENTION AND DELAY: This lease and the
obligation of the LESSEE to pay rent hereunder shall in no way be affected,
impaired or excused by reason of the LESSOR's inability, failure or delay in
supplying any service expressly or impliedly to be supplied by the LESSOR by
reason of this lease, or in making such repairs, additions or alterations which
it (the LESSOR) is obligated to make also by reason of this lease, or in
supplying any equipment or fixtures which it is obligated to furnish hereunder
or pursuant to this lease, if such inability, failure or delay on the part of
the LESSOR in the
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performance of any of the obligations contemplated herein is attributable to the
lack of materials or the occurrence of storms, floods, other fortuitous events
or force majeure, invasion, insurrection, riots or strikes or caused by the
lawful orders of any military, naval or civil authority, or any duly authorized
governmental action, or is the consequence of the enactment of any law, rule or
regulation prohibiting the performance of any such obligations.
9. The LESSEE agrees to submit all plans and specifications of future
major alterations, extensions, reconstruction and additions to the building for
approval of LESSOR before construction of said improvements.
At the expiration or cancellation of this lease, the LESSEE hereby
agrees that the LESSOR shall have the right to enter into the leased premises
and repossess itself thereof, and that all improvements except machineries,
furniture, fixtures, articles and effects of any kind, and equipment, by virtue
of this Agreement, introduced upon the leased premises by the LESSEE during the
life of this lease, shall become the property of the LESSOR in fee simple
without process of law and without any responsibility on the part of the LESSOR
to reimburse the LESSEE of the price or value thereof.
The LESSEE agrees to surrender all the improvements on the leased
premises at the expiration of the term of this lease in as good condition as
reasonable wear and tear will permit and without any delay whatsoever, devoid of
all occupants, machineries, equipment, furniture, articles and effects of any
kind. However, the LESSEE at any time during the period of the lease may opt to
sell or assign his right over the lands and/or buildings thereon, provided, the
written consent or the approval of the LESSOR is first obtained, which consent
and approval will not be unreasonably withheld.
10. USE AND ENJOYMENT OF THE LEASED PREMISES: The leased area shall be
used by the LESSEE in connection with semiconductor and electronics business and
may not be used for any other purpose without the written consent of the LESSOR.
The LESSOR warrants that the leased premises will be suitable for said use.
The LESSEE shall, at all times during the initial and any renewal of
the term of this Agreement, peaceably and quietly enjoy the Leased Premises
without any disturbance from the LESSOR or from any person claiming through the
LESSOR.
11. USE OF ROADWAYS AND EASEMENT: The LESSEE, shall throughout the term
of this lease have the right to use, without need of compensation, all roadways
located within the property described in the titles mentioned in paragraph 1
hereof and shown in the existing plan. This right of the LESSEE to use said
roadways shall be in the nature of an easement which the LESSEE may register in
accordance with law.
12. SIGNS AND ADVERTISEMENTS: The LESSEE may, only with the written
consent of the LESSOR, affix, inscribe or paint, or cause to be affixed,
inscribed or painted, any notice, sign or other advertising medium on any part
of the building subject matter of this Contract, as well as install or cause to
have installed on the leased premises any such notice, sign or advertising
medium.
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13. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS: The LESSEE shall,
at its own cost and expenses, comply with all laws, ordinances and governmental
orders or requirements affecting or pertaining to its use of the leased area,
and to any enterprise, industry or business which it may conduct therein, or to
any articles or effects which the LESSEE may have introduced into the leased
area.
The LESSEE shall indemnify and hold harmless the LESSOR against all
actions, suits, damages and claims caused by the LESSEE or its authorized
representatives by reason of its violation, non- observance or non-compliance
with any of the laws, ordinances and governmental orders or requirements
contemplated hereunder.
14. LIABILITY FOR REAL ESTATE TAXES: The LESSOR shall pay all real
estate taxes and assessments levied or imposed upon the land. Taxes for existing
improvements shall also be for the account of LESSOR. Failure of the LESSOR to
pay such real estate taxes and assessments in a timely manner shall authorize
(but not obligate) the LESSEE to deduct the amount of such taxes and assessments
due and payable from the rentals due hereunder and to pay the amount thereof to
the appropriate taxing authority for the account of LESSOR. Any increase in the
real estate tax and/or any additional taxes, imposts or assessments which may
hereafter be imposed or were imposed on the leased premises from the time LESSEE
first started renting from LESSOR shall be for the account of the LESSEE.
15. INSURANCE ON LEASED PREMISES: The LESSOR agrees that throughout the
term of this lease, LESSOR will secure insurance coverage, and pay corresponding
premium thereof, on the leased premises from a reputable insurance company or
companies.
The policy contemplated hereunder shall not provide for the insurance
of LESSEE's leasehold improvements and contents thereon.
In case of the destruction of or damage to the building or any part
thereof, the LESSOR shall immediately cause the same to be restored or repaired.
To this end, all sums of money which the LESSOR shall receive under its
insurance policy contemplated herein shall be used for the rebuilding or repair
of the building which may have been destroyed or damaged.
16. ACCESS TO THE LEASED PREMISES BY THE LESSOR: The LESSEE shall
permit the LESSOR and/or its authorized representative to view the premises and
the conditions thereof at any time during regular working hours.
17. LESSEE'S RIGHT OF FIRST REFUSAL: Should the LESSOR wish to sell or
dispose of the leased premises at any time during the life of this contract, the
LESSEE or its assignee shall have the right of first refusal, and a right to
match the terms and conditions of a bonafide offer to the purchase of the leased
premises made by third party. The LESSOR shall notify the LESSEE in writing of
the LESSOR's offer to sell and of a third party's bonafide offer to purchase,
and the LESSEE shall have a period of ninety (90) days from receipt of such
written notice within which to accept or reject the offer to purchase, as the
case may be, and to sign a contract of purchase and sale; provided, however,
that the exercise of the LESSEE's rights hereunder shall be subject to the
condition that the LESSEE or its assignee shall
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have become or is qualified under the Constitution, and applicable laws to
acquire and hold private land in the Philippines. In the event the LESSEE is
disqualified or is not allowed to acquire and own land, the LESSOR hereby gives
the LESSEE the alternative option to look for a bonafide and qualified purchaser
for the leased premises and such purchaser so recommended by the LESSEE shall
have the first option to purchase the leased premises at the same price and
terms offered or to be offered to bonafide and qualified purchasers. Should the
LESSEE, however, not wish to exercise any of the options hereunder, within
ninety (90) days from the date of the LESSOR's notice of intention to sell,
transfer or assign, and the same is sold, transferred or assigned by the LESSOR
to a third party, then in that event, the LESSOR agrees to make it a condition
of the sale, transfer or assignment, that the vendee, transferee or assignee
shall respect all the terms and conditions of this AGREEMENT.
18. EXPROPRIATION: If any part of the leased premises be expropriated
for a public or quasi-public use by right of eminent domain, this Agreement, as
to the part so taken, shall terminate as of the date of occupation or possession
by the Government or as of the date title shall vest in the Government,
whichever shall first occur, and the rent payable hereunder shall be adjusted so
that the LESSEE shall be required to pay for the remainder of the term only,
such portion of the rental as the value of the part remaining after
expropriation bears to the value of the entire leased premises at the date of
the expropriation. However, if in the LESSEE's sole judgement the expropriation
of a part of the leased premises will render the remaining portion unusable or
unsuitable for the purposes for which the leased premises was leased, the LESSEE
shall have the further right to terminate this Agreement as of the date of the
occupation or possession by the Government or when title to the part so
expropriated vests in the Government, whichever shall first occur.
19. INDEMNIFICATION: As a consequence of the representations made by
LESSOR in Article 1 hereof, LESSOR shall indemnify and save the LESSEE harmless
against any and all liability, losses, expenses, costs, interests, damages,
including judicial costs and attorney's fees of whatever kind or nature that
LESSEE may sustain or incur by reason or in consequence of this LEASE AGREEMENT
including without limitation, that portion comprising of 1,080 sq.m. of
Warehouse 2 presently leased to Printech. LESSOR covenants and agrees to
reimburse or pay over to the LESSEE, on demand, all sums of money which the
LESSEE shall pay or become liable by reason of the foregoing, and will make such
payments to the LESSEE as soon as the LESSEE shall become liable therefor
whether or not the LESSEE shall have paid out such sums or any part therefor.
20. LESSEE'S OPTION TO TERMINATE LEASE: At any time after the
commencement date of this Contract as specified in paragraph 1 hereof, the
LESSEE shall have the option to terminate this Contract by serving written
notice to that effect on the LESSOR at least six (6) months prior to the
intended date of termination. In case of termination under this clause, the
LESSOR shall return any unused deposit to LESSEE.
21. DEFAULT IN PAYMENT OF RENTAL: It is an express condition of this
Contract that should the LESSEE default in the payments of rental as required
under paragraphs 2 and 3 hereof, or otherwise commits a substantial violation of
any of the terms and
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conditions hereof, and such default or violation shall continue for sixty (60)
days after notice thereof in writing to the LESSEE, then the LESSOR may decline
this Contract and have it terminated and cancelled and recover the possession of
the leased premises. The termination and cancellation of this Contract pursuant
to this provision may be effected by the LESSOR extrajudicially; provided,
however, that such termination or cancellation shall be without prejudice to the
right of the LESSEE over the alterations and improvements as provided for in
paragraph 9 hereof. Upon the termination or cancellation of this Contract, the
LESSEE shall peaceably surrender and yield up unto the LESSOR, or its authorized
representative, the leased premises, and the LESSOR may take over possession of
the same without becoming liable for trespass, and enter into contracts of lease
or any contracts with third persons in respect of the leased premises.
The acceptance by the LESSOR of arrears in rent or extension of payment
shall not be deemed a waiver by the LESSOR of any other condition contained in
this Contract. Likewise, the acceptance of payment or performance of one or more
obligations by the LESSEE shall not be deemed a waiver by the LESSOR of any
breach by the LESSEE of any other condition herein.
22. SUBLEASE BY LESSEE: The LESSEE is allowed to sublease the leased
premises or any portion thereof to VF (PHILIPPINES), INC., provided that in the
event of any such sublease, both the LESSEE and the SUBLESSEE shall be jointly
and severally liable to the LESSOR for the performance of any obligations
provided herein.
23. REGISTRATION OF CONTRACT: This Contract may, at the option of the
LESSEE, be registered in the appropriate office of the Registry of Deeds at the
expense of the LESSEE.
24. BINDING EFFECT OF CONTRACT: This Contract shall be binding not only
between the parties hereto but also upon their respective successors and
assigns. The LESSOR expressly warrants and represents that in case the leased
premises is sold or conveyed to, or encumbered in favor of, a party other than
the LESSEE, it shall make the necessary provisions to the end that the LESSEE's
rights of lease under this Contract remain in full force and effect. At least
seven (7) days prior to said sale, LESSOR shall inform the LESSEE of the
identity and address of the perspective buyer or buyers or its agent.
25. PENALTY CLAUSE: Should either of the parties hereto violate or fail
to comply with its respective obligations under this Contract, the offending
party shall become liable to the innocent party not only for actual damages, but
also for liquidated damages plus attorney's fees and expenses of litigation.
IN WITNESS WHEREOF, the parties have hereunto signed these presents on
the date and at the place first above written.
CORINTHIAN COMMERCIAL CORPORATION AMKOR ANAM PILIPINAS, INC.
LESSOR LESSEE
/S/ XXXXXX X. XXXXXX /S/ XXXXX D> XXXXXXXX
By: _____________________ By: _____________________
XXXXXX X. XXXXXX XXXXX X. XXXXXXXX
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Treasurer Financial Director and Treasurer
SIGNED IN THE PRESENCE OF
(ILLEGIBLE) (ILLEGIBLE)
-------------------- --------------------
A C K N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES)
MUNICIPALITY OF MAKATI )S.S.
BEFORE ME, a Notary Public in and for Makati, Metro-Manila,
Philippines, personally appeared:
NAME RES. CERT. NO. DATE/PLACE ISSUED
---- -------------- -----------------
Xxxxxx X. Xxxxxx 04685487 02-03-89, Makati
Corinthian Commercial 767848 01-11-90, Makati
Corporation
Xxxxx X. Xxxxxxxx B203027 09-20-83, United Kingdom
Amkor/Anam Pilipinas 379-249 01-11-90, Muntinlupa
Inc.
both known to me and to me known to be the same persons who executed the
foregoing Contract of Lease, and they acknowledged to me that the same is their
free and voluntary act and deed and the free and voluntary act and deed of the
principals they respectively represent.
IN TESTIMONY WHEREOF, I have hereunder set my hand and affixed my
notarial seal on this day of , 00 xx xxx xxxxxxxxxxxx xx Xxxxxx,
Xxxxx-Xxxxxx, Xxxxxxxxxxx.
[Notary Public Seal]
Doc. No. ;
Page No. ;
Book No. ;
Series of 1990 .
