EXHIBIT 4.7
SUPPLEMENTAL AGREEMENT
This SUPPLEMENTAL AGREEMENT (hereinafter referred to as "this Agreement"), made,
executed and entered into this day of November 1999 at Calamba, Laguna by and
between:
RBF DEVELOPMENT CORPORATION, a corporation duly organized and existing under and
by virtue of the laws of the Philippines, with office address at Xxxxxxxxx
Xxxxxxxxxx Xxxx xx, Xxxxxxx, Xxxxxx, represented by its duly authorized
Vice-President, Xx Xxxxxxx X. Nasoles (herein after referred to as the
"Lessor"); and
PSi TECHNOLOGIES LAGUNA, INC., a corporation duly organized and existing under
and by virtue of the laws of the Philippines, with office address at Xxx X0-0,
Xxxxxxxxx Xxxxxxxxxx Xxxx ll Brgy, Xxxx Xxxxxxx, Xxxxxx 0000, Xxxxxxxxxxx
represented herein by its duly authorized President, Xx. Xxxxxx X. Xxxxx, Xx.
(hereinafter referred to as the "Lessee");
And the Lessor and the Lessor shall be collectively referred to as the "Parties"
and individually referred to as the "Party")
WHEREAS:
(A) The parties have entered into a Contract of Lease dated 1/st/ August 1999,
"Contract of Lease") wherein the Lessee leased from the Lessor the parcel
of land ("Land Lot") and factory building type known as CP2 model
("Building") thereon located at Xxx X0-0, Xxxxxxxxx Xxxxxxxxxx xxxx xx,
Xxxxxxx, Xxxxxx ("Leased Premises")
(B) The parties have further executed a side letter dated 20/th/ August 1999
("Side Letter") to vary the terms and conditions of the Contract of Lease.
(C) Pursuant to Clause 16 of the Contract of Lease, the Lessee desires to alter
the Leased Premises by constructing a second storey to the Building subject
to the Lessor's consent.
(D) On 9/th/ November 1999, the Lessee accepted a Letter of Offer dated 9/th/
of November 1999 from the Lessor ("Letter of Offer") In which the Lessor
shall procure the construction of a second storey to the Building in
consideration of the Lessee's payment of an upfront fee and variations to
the Contract of Lease.
(E) Pursuant to the Letter of Offer, the Parties have agreed to amend the
Contract of Lease to the extent set out in this Agreement.
(F) This Agreement is supplemental to the Contract of Lease and the Side
Letter.
IT IS HEREBY AGREED BETWEEN THE PARTIES THAT:
1. INTERPRETATION
1.1 All expression used in this Agreement shall have the same meaning as
defined in the Contract of Lease unless otherwise defined herein.
1.2 Any reference in this Agreement to another document or instrument is a
reference to that other document or instrument as the same may have been,
or may from time to time be amended. Varied or supplemented..
1.3 Unless otherwise stated in this Agreement, all terms and conditions herein
shall take effect from the date of this Agreement.
1.4 Save as expressly amended and provided in this Agreement, all the terms and
conditions of the Contract of Lease, the Side Letter and all other
agreement relating to or connection with the same shall continue to apply
with, and remain in, full force and effect.
2. CONSTRUCTION WORKS FOR SECOND STOREY
2.1 At the request of the Lessee and in consideration of the Lessee's payment
of a non-refundable cash sum of United States Dollars Four Hundred
Fifty-Six Thousand Only (USD456,000) ("Upfront Fee") to the Lessor, the
Lessor shall procure the construction of a second storey for the Building
("Construction Works") in accordance with the specifications stated in
Schedule 2.
2.2 The Lessee shall pay the Upfront Fee to the Lessor in the following stages:
(a) The Lessee shall pay the sum of the United States Dollars Ninety-One
Thousand Two Hundred Only (USD91,200) upon the acceptance of the
Letter of Offer dated 9/th/ November 1999 granted by the Lessor
(hereinafter referred to as the "letter of Offer");
(b) The Lessee shall pay the sum of United States Dollars Ninety-One
Thousand Two Hundred Only (USD91,200) within one (1) month after the
acceptance of the Letter of Offer;
(c) The Lessee shall pay the sum of United States Dollars One Hundred
Thirty-six Thousand Eight Hundred Only (USD136,800) within two (2)
months after the acceptance of the Letter of Offer; and
(d) The Lessee shall pay the sum of United States Dollars One Hundred
Thirty-six Thousand Eight hundred Only (USD136,800) upon the
completion of the Construction Works.
2.3 The Lessor shall commence the Construction Works upon the execution of his
Agreement and shall procure its completion within three (3) months from the
date hereof on 31/st/ January 2000 (whichever is later).
2.4 The Construction Works shall be limited to the scope stated in Schedule 1
of this Agreement.
2.5 The specification stated in Schedule 2 of this Agreement shall be deemed to
be included into Schedule 1 of the Contract of Lease with effect from
completion of the Construction Works.
2.6 The Construction Works shall be deemed to be completed upon the issuance of
the Certificate of Completion by the engineer nominated by the Lessor.
2.7 Notwithstanding Clause 11.1 of the Contract of Lease pertaining to the
Lessors obligation to grant quiet enjoyment of the Leased Premises to the
Lessee, in order to facilitate the Construction Works , the Lessee hereby
undertakes and agrees as follows:
(a) The Lessee shall grant the Lessor, its contractors, sub-contractors
and all other persons authorized by the Lessor free and unrestricted
access to the land Lot and the Building for the purpose of the
Construction Works in accordance with Clause 20.1 of the Contract of
Lease. The Lessor shall give three (3) days notice to the Lessee
before the commencement of the Construction Works and thereafter shall
not be required to serve any further notices prior to entry.
(b) The Lessee shall at the request of the Lessor, Its contractors,
sub-contractors or such other persons authorized by the Lessor, move
or remove the Lessee's installations, goods
or articles within the Leased Premised at the Lessee's own cost and
within the specified time to facilitate the carrying out of the
Construction Works.
(c) The Lessee expressly acknowledges that the Construction Works may
result in interruption or interference with its production and other
activities in the Building and/or Land Lot, and undertakes not to hold
the Lessor, its contractors, sub-contractors and all other persons
authorized by the Lessor liable for loss (whether direct or
consequential including but not limited to loss of profit or other
economic losses) damage or inconvenience resulting from such
interruption or interference caused by or in relation to the
Construction Works.
(d) Without prejudice to the generally of Clause 38 of the Contract of
Lease, the Lessee undertakes not to hold the Lessor liable for any
consequential losses or damages (including but not limited the
economic losses, increased costs of production, loss of profit) caused
by or in relation to the Construction Works unless such losses or
damages were caused by the willful misconduct or negligence of the
Lessor, its contractors, sub-contractors, agents or representatives
who work for and on behalf of the Lessor.
3. AMENDMENTS TO THE CONTRACT OF LEASE & SIDE LETTER
3.1 REVISED GROSS FLOOR AREA
Upon completion of the Construction Works,
(a) the estimated gross floor area of the second storey of the Building
shall be approximately 1,890 square meters; and
(b) the existing gross floor area of the Building from approximately 4,050
square meters shall be revised to approximately 5,940 square meters.
The revised gross floor area of the Building being approximately 5,940
square meters shall be used for the purpose of assessing the Rent and
Service Charge.
3.2 REVISED TERM
Clause 1.1 of the Contract of Lease shall be deleted and substituted with
the following clause:
"This Contract shall have a term of eight (8) years and eight (8) months
("Term") commencing on 1/st/ August 1999 ("Possession Date") and ending
31/st/ January 2003, subject to the provisions of Clause 2 below".
3.3 REVISED RENT PERIOD
Clause 1.2 of the Contract of Lease shall be deleted and substituted with
the following clause:
"There shall be a rent period of ninety-six (96) months during the Term:
(a) commencing from 1/st/ October 1999 and ending on 30/th/ September 2000
(both dates included) ("1/st/" Rent Period);
(b) commencing from 1/st/ October 2000 and ending on 30/th/ September 2001
(both dates included)("2/nd/ Rent period');
(c) commencing from 1/st/ December 2001 and ending on 30/th/ November 2002
(both dates included)("3/rd/ Rent Period");
(d) commencing from 1/st/ April 2003 and ending on 31/st/ March 2004 (both
dates included) ("4/th/ rent Period");
(e) commencing from 1/st/ April 2004 and ending on 31/st/ March 2005 (both
dates included) ("5/th/ Rent Period");
(f) commencing from 1/st/ April 2005 and ending on 31/st/ March 2006 (both
dates included) ("6/th/ Rent Period");
(g) commencing from 1/st/ April 2006 and ending on 31/st/ March 2007 (both
dates included) ("7/th/ Rent Period");
(h) commencing from 1/st/ April 2007 and ending 31/st/ March 2008 (both
dates included) ("8/th/ Rent Period");
and the 1/st/ Rent Period, 2/nd/ Rent Period, 3/rd/ Rent Period, 4/th/ Rent
Period, 5/th/ Rent Period, 6/th/ Rent Period, 7/th/ Rent Period and 8/th/
Rent Period shall be collectively known as "Rent Period" hereinafter.
During the Rent Period, the Lessee shall pay all charges due and stipulated
in this Contract including Rent."
3.4 REVISED RENT FREE PERIOD
Clause 1.4 of the Contract of Lease shall be deleted and substitute with
the following clause:
"There shall be a rent free period of six (6) months during the Term:
(a) commencing on 1/st/ October 2001 until 30/th/ November 2001 (both
dates included) ("1/st/ Rent Free Period"); and
(b) commencing on 1/st/ December 2002 until 31/st/ March 2003 (both dates
included) ("2" Rent Free Period");
and the 1/st/ Rent Free Period and 2/nd/ Rent Free Period shall be
collectively known as "Rent free Period hereinafter. During the Rent Free
Period, the Lessee shall pay all charges due and stipulates in this
Contract except Rent."
3.5 RENEWAL CLAUSE
Clause 2.2 of the Contract of Lease and Clause 2.2(a) in the Side letter
shall be deleted.
3.6 REVISED RENT
Clause 3.1 of the Contract of Lease shall be deleted and substitute with
the following clause:
"In consideration of the Lessor granting of the Leased Premises to the
Lessee, the Lessee shall pay the Lessor a monthly rent ("Rent") for the
Rent Period at the following rates:
(a) During the 1/st/ Rent Period commencing from 1/st/ October 1999 to
31/st/ January 2000, the monthly Rent shall be United States Dollars
Twenty Thousand Two Hundred and Fifty Only (USD20,250.00);
(b) During the 1/st/ Rent Period commencing from 1/st/ February 2000 to
30/th/ September 2000 the monthly Rent shall be United States Dollars
Twenty-One Thousand Seven Hundred Forty and Cents Forty Only
(USD21,740.40);
(c) During the 2/nd/ Rent Period, the monthly Rent shall be United States
Dollars Twenty-One Thousand Seven Hundred Forty and Cents Forty Only
(USD21,740.40);
(d) During the 3/rd/ Rent Period, the monthly Rent shall be United States
Dollars Twenty-One Thousand Seven Hundred Forty and Cents Forty Only
(USD21,740.40);
(e) During the 4/th/ Rent Period, the monthly Rent shall be United States
Dollars Twenty-Two Thousand Eight Hundred Fifty Only (USD22,850.00);
(f) During the 5/th/ Rent Period, the monthly Rent shall be United States
Dollars Twenty-Five Thousand One Hundred Fifty-Seven Only
(USD25,157.00);
(g) During the 6/th/ Period, the monthly Rent shall be United States
Dollars Twenty-Seven Thousand Six Hundred Thirty-Eight Only
(USD27,638.00);
(h) During the 7/th/ Rent Period, the monthly Rent shall be United Stated
Dollars Thirty Thousand Nine Hundred Fifty-Four Only (USD30,954.00);
(i) During the 8/th/ Rent Period, the monthly Rent shall be Thirty-Four
Thousand Six Hundred Sixty-Nine Only(USD34,669.00).
Rent shall be paid in advance without demand or deduction in half-yearly
installments."
3.7 REVISED RENT DUE DATES
Clause 3.2 of the Contract of Lease shall be deleted and substituted with
the following clause:
"Unless otherwise permitted by the Lessor or stated herein, the Rent shall
be due and payable on the following dates (individually referred to as
"Rent Due Date" and collectively referred to as "Rent Due Dates"):
(a) Rent for the first four (4) months of the 1/st/ Rent Period (from
1/st/ October 1999 till 31/st/ January 2000) shall be due and payable
on 1/st/ October 1999;
(b) Rent for the next two (2) months of the 1/st/ Rent Period (from 1/st/
February 2000 till 31/st/ March 2000) shall be due and payable on
1/st/ February 2000;
(c) Rent for the next last six (6) months of the 1/st/ Rent Period (from
1/st/ April 2000 till 30/th/ September 2000) shall be due and payable
on 1/st/ April 2000;
(d) Rent for the first six (6) months of the 2/nd/ Rent Period (from 1/st/
October 2000 till 31/st/ March 2001) shall be due and payable on 1/st/
October 2000;
(e) Rent for the next six (6) months of the 2/nd/ Rent Period (from 1/st/
April 2001 till 30/th/ September 2001) shall e due and payable on
1/st/ April 2001;
(f) Rent for the first six (6) months of the 3/rd/ Rent Period (from 1/st/
December 2001 till 31/st/ May 2002) shall be due and payable on 1/st/
December 2001;
(g) Rent for the next six (6) months of the 3/rd/ Rent Period (from 1/st/
June 2002 till 30/th/ November 2002) shall be due and payable on 1/st/
June 2002;
(h) Rent for the first six (6) months of the 4/th/ Rent Period (from 1/st/
April 2003 till 30/th/ September 2003) shall be due and payable on
1/st/ December 2002;
(i) Rent for the next six (6) months of the 4/th/ Rent Period (from 1/st/
October 2003 till 31/st/ March 2004) shall be due and payable on 1/st/
October 2003;
(j) Rent for the first six (6) months of the 5/th/ Rent Period (from 1/st/
April 2004 till 30/th/ September 2004) shall be due and payable on
1/st/ April 2004;
(k) Rent for the next six (6) months of the 5/th/ Rent Period (from 1/st/
October 2004 till 31/st/ March 2005 shall be due and payable on 1/st/
October 2004;
(l) Rent for the first six (6) months of the 6/th/ Rent Period (from 1/st/
April 2005 till 30/th/ September 2005) shall be due and payable on
1/st/ April 2005;
(m) Rent for the next six (6) months of the 6/th/ Rent Period (from 1/st/
October 2005 till 31/st/ March 2006) shall be due and payable on 1/st/
October 2005;
(n) Rent for the first six (6) months of the 7/th/ Rent Period (from 1/st/
April 2006 till 30/th/ September 2006) shall be due and payable on
1/st/ April 2006;
(o) Rent for the next six (6) months of the 7/th/ Rent Period (from 1/st/
October 2006 till 31/st/ March 2007) Shall be due and payable on 1/st/
October 2006;
(p) Rent for the first six (6) months of the 8/th/ Rent Period (from 1/st/
April 2007 till 30/th/ September 2007) shall be due and payable on
1/st/ April 2007;
(q) Rent for the next six (6) months of the 8/th/ Rent Period (from 1/st/
October 2007 till 31/st/ March 2008) shall be due and payable on 1/st/
October 2007."
3.8 REVISED PROPERTY MANAGEMENT SERVICE CHARGE
Clause 4.1 of the Contract of Lease shall be deleted and substituted with
the following clause:
"In consideration of the EM Service as stated in Schedule 3, the Lessee
shall pay the Lessor a property management service charge ("Service
Charge") calculated at the rate of;
(a) United States Dollars Six Hundred and Seven and Cents Fifty Only
(USD607.50) per month from the Possession Date till 31/st/ December
1999;
(b) United States Dollars One Thousand and Twelve and Cents Fifty Only
(USD1,012.50) per month from 1st January 2000 till 31/st/ January
2000;
(c) United States Dollars One Thousand Four Hundred Eighty-Five Only
(USD1,485.00) per month from 1/st/ February 2000 onwards fro the
remainder of the Term;
payable without demand or deduction and in advance by half-yearly or
eight-monthly installments on each Sc Due Date (as hereinafter defined)."
3.9 REVISED SC DUE DATES
Clause 3.7 of the Contract of Lease shall be deleted and substituted with
the following clause:
"Unless otherwise permitted by the Lessor as stated herein, the Service
Charge shall be due and payable on the following due dates (Individually
referred to as "SC Due Date" and collectively referred to as "SC Due
Dates"):
(a) Service Charge for the Fitting Out Period shall be due and payable
upon the execution of this Contract by the Lessee or the Possession
Date, whichever shall be earlier;
(b) Service Charge for the first six (6) months of the 1/st/ Rent Period
(from 1/st/ October 1999 till 31/st/ March 2000) shall be due and
payable on 1/st/ October 1999;
(c) Service Charge for the next six (6) months of the 1/st/ Rent Period
from 1/st/ April 2000 till 30/th/ September 2000 shall be due and
payable on 1/st/ April 2000;
(d) Service Charge for the first six (6) months of the 2/nd/ Rent Period
(from 1/st/ October 2000 till 31/st/ March 2001) shall be due and
payable on 1/st/ October 2000;
(e) Service Charge for the next six (6) months of the 2/nd/ Rent Period
from 1/st/ April 2001 till 30/th/ September 2001) and the 1/st/ Rent
Free Period shall be due and payable on 1/st/ April 2001;
(f) Service Charge fort he first six (6) months of the 3/rd/ Rent Period
and the 1/st/ Rent Free Period (from 1/st/ October 2001 till 31/st/
May 2002) shall be due and payable on 1/st/ October 2001; and
(g) Service Charge for the next six (6) months of the 3/rd/ Rent Period
from 1/st/ June 2002 till 30/th/ November 2002) and the 2/nd/ Rent
Free Period shall be due and payable on 1/st/ June 2002;
(h) Service Charge for the first six (6) months of the 4/th/ Rent Period
and the 2/nd/ Rent Free Period (from 1/st/ December 2002 till 30/th/
September 2003) shall be due and payable on 1/st/ December 2002;
(i) Service Charge for the second six (6) months of the 4/th/ Rent Period
(from 1/st/ October 2003 till 31/st/ March 2004) shall be due and
payable on 1/st/ October 2003;
(j) Service Charge for the first six (6) months of the 5/th/ Rent Period
(from 1/st/ April 2004 till 30/th/ September 2004) shall be due and
payable on 1/st/ April 2004;
(k) Service Charge for the second six (6) months of the 5/th/ Rent Period
(from 1/st/ October 2004 till 31/st/ March 2005) shall be due and
payable on 1/st/ October 2004;
(l) Service Charge for the first six (6) months of the 6/th/ Rent Period
(from 1/st/ April 2005 till 30/th/ September 2005) shall be due and
payable on 1/st/ April 2005;
(m) Service Charge for the second six (6) months of the 6/th/ Rent Period
(from 1/st/ October 2005 till 31/st/ March 2006) shall be due and
payable on 1/st/ October 2005;
(n) Service Charge for the first six (6) months of the 7/th/ Rent Period
(from 1/st/ April 2006 till 30/th/ September 2006) shall be due and
payable on 1/st/ April 2006;
(o) Service Charge for the second six (6) months of the 7/th/ Rent Period
(from 1/st/ October 2006 till 31/st/ March 2007) shall be due and
payable on 1/st/ October 2006;
(p) Service Charge for the first six (6) months of the 8/th/ Rent Period
(from 1/st/ April 2007 till 30/th/ September 2007) shall be due and
payable on 1/st/ April 2007;
(q) Service Charge for the second six (6) months of the 8/th/ Rent Period
(from 1/st/ October 2007 till 31/st/ March 2008) shall be due and
payable on 1/st/ October 2007.'
3.10 REVISED SECURITY DEPOSIT
Clause 7.1 of the Contract of Lease shall be deleted and substituted with
the following clause:
"The Lessee shall place the following security deposits ("Security
Deposit") with the Lessor on the following dates:
(a) On or before the date of this contract the Lessee shall place a
Security Deposit of United States Dollars Eighty-One Thousand only
(USD81,000.00) with the Lessors as follows:
(i) United States Dollars Twenty Thousand Two Hundred and Fifty Only
(USD20,250.00) in cash; and
(ii) United States Dollars Sixty Thousand Seven Hundred and Fifty Only
(USD60,750.00) in the form of a Banker's Guarantee/Insurance Bond
in favour of the Lessor and upon such terms and conditions as
specified by the Lessor;
(b) On or before 1/st/ February 2000, the Lessee shall place a Security
Deposit of United States Dollars Eighty-six Thousand Nine Hundred
Sixty-One and Cents Sixty Only (USD86,961.60) with the Lessor as
follows:
(i) United States Dollars Twenty-One Thousand Seven Hundred Forty and
Cents Forty Only USD21,740.00) in cash; and
(ii) United States Dollars Sixty-Five Thousand Two Hundred Twenty-One
and Cents Twenty Only (USD65,221.20) in the form of a Banker's
Guarantee/Insurance Bond in favour of the Lessor and upon such
terms and conditions as specified by the Lessor;
Whereupon the Security Deposit (after such deductions as permitted in
this Contract) placed earlier on or before the date of the Contract
shall be returned to the Lessee;
(c) On or before 1/st/ December 2002, the Lessee shall place a Security
Deposit of United States Dollars Ninety-One Thousand Four Hundred Only
(USD91,400.00) with the Lessor as follows:
(i) United States Dollars Twenty-Two Thousand Eight Hundred Fifty
Only (USD22,850.00) in cash: and
(ii) United States Dollars Sixty-Eight Thousand Five Hundred Fifty
Only (USD68,550.00) in the form of a Banker;s Guarantee/Insurance
Bond in favour of the Lessor and upon such terms and conditions
as specified by the Lessor".
whereupon the Security Deposit (after such deductions as permitted in
this Contract placed earlier on 1/st/ February 2000 shall be returned
to the Lessee;
(d) On or before 1/st/ February 2004, the Lessee shall place a Security
Deposit of United States Dollars One Hundred Thousand Six Hundred
Twenty-Eight Only (USD100,628.00) with the Lessor as follows;
(i) United States Dollars Twenty-five Thousand One Hundred
Fifty-Seven Only (USD25,157.00) in cash; and
(ii) United States Dollars Seventy-five thousand Four Hundred
Seventy-One Only (USD75,471.00) in the form of a Banker's
Guarantee/Insurance Bond in favour of the Lessor and upon such
terms and conditions as specified by the Lessor;
whereupon the Security Deposit (after such deductions as permitted in
this Contract) placed earlier on 1/st/ December 2002 shall be returned
to the Lessee;
(e) On or before 1/st/ April 2005, the Lessee shall place a Security
Deposit of United States Dollar One Hundred Ten Thousand five Hundred
Fifty-Two Only (USD110,552.00) with the Lessor as follows;
(iii) United States Dollars Twenty -Seven Thousand Six Hundred Thirty
-Eight Only (USD27,638.00) in cash; and
(iv) United States Dollars Eighty-Two Thousand Nine Hundred Fourteen
Only (USD82,914.00) in the form of a Banker's
Guarantee/insurance bond in favour of the Lessor and upon such
terms and conditions as specified by the lessor;
Whereupon the Security Deposit (after such deductions as permitted in
this Contract) placed earlier on 1/st/ February 2004 shall be returned
to the Lessee;
(f) On or before 1/st/ April 2006, the Lessee shall place a Security
Deposit of United States Dollars One Hundred Twenty-three thousand
Eight Hundred Sixteen Only (USD123,816.00) with the Lessor as follows:
(v) United States Dollars Thirty Thousand Nine hundred Fifty-four
Only (USD30,954.00) in cash: and
(vi) United States Dollars Ninety-Two Thousand Eight hundred
Sixty-Two Only (USD92,862.00) in the form of a Banker's
Guarantee/Insurance bond in favour of the Lessor and upon such
terms and conditions as specified by the Lessor;
Whereupon the Security Deposit (after such deductions as permitted in
this contract) placed earlier on 1/st/ April 2005 shall be returned to
the Lessee;
(g) On or before 1/st/ April 2007, the Lessee shall place a Security
Deposit of United States Dollars One Hundred Thirty-Eight Thousand Six
Hundred Seventy-Six Only (USD 138,676) with the Lessor as follows:
(vii) United States dollars Thirty-four Thousand Six Hundred
Sixty-Nine Only (USD34,669.00)
(viii) United States Dollars One Hundred and Four Thousand Seven Only
(USD104,007.00) in the form of a Banker's Guarantee/Insurance
Bond in favour of the Lessor and upon such term and conditions
as specified by the Lessor;
Whereupon the Security Deposit (after such deductions as permitted in
this contract) placed earlier on 1/st/ April 2006 shall be returned to
the Lessee."
3.11 IMMEDIATE TERMINATION BY THE LESSEE
Clause 40.4 of the Contract of Lessee shall be deleted and substituted with
the following clause:
"The Lessee may terminate without notice and forfeit this Contract with
immediate effect in the event that:
(a) the lessor enters into liquidation, whether compulsory or voluntary
save for the purpose of reconstruction or amalgamation) or the Lessor
enters into any arrangement with its creditors by composition or
otherwise in anticipation of liquidation ;or
(b) the Lessor becomes bankrupted, insolvent or is dissolved, makes as
assignment for the benefit of its creditors, or has filed any petition
in court seeking any readjustment, arrangement, suspension,
condonation or reduction of the Lessee debts, liabilities or
obligations;
PROVIDED THAT the Lessee's other rights and remedies in respect of any
breach of the Lessor's Obligation shall not be prejudiced.
3.12 EARLY TERMINATION WITH NOTICE BY THE LESSEE
The following clause be inserted after Clause 40.4 of the Contract of Lease
and numbered Clause 40.5:
"The Lessee may terminate with one (1) week's written notice and forfeit
this contract upon the expiry of the notice in the even that the Lessor
breaches any of the Lessor's Obligations under this Contract and the Lessor
has failed to commence any action to remedy the breach within twenty-one
(21) days from the date of receipt of the Lessee's written notice to remedy
the breach or within such longer period as the Lessor may deem necessary or
reasonable to procure the commencement of the remedial action;
PROVIDED THAT the Lessee's other rights and remedies in respect of any
breach of the Lessor's Obligations shall not be prejudices."
3.13 LESSEE'S UNDERTAKING NOT TO TERMINATE THE CONTRACT
The following clause shall be inserted after Clause 40.5 of the Contract of
Lease and numbered Clause 40.6
"Unless Otherwise permitted by Law or provided in this contract, the Lessee
shall not be entitled to terminate this contract."
3.14 LESSEE'S LIABILITY FOR RENT AND SERVICE CHARGE
The following clause shall be inserted after Clause 40.6 of the Contract of
Lease and numbered Clause 40.7:
"If the Lessee terminate this contract prior to the expiry of the Term
other than by exercising its rights under Clauses 40.4 and 40.5 the Lessee
shall be liable for Rent for the entire Term and the Security Deposit shall
be forfeited immediately upon termination."
3.15 OPTION TO PURCHASE
Clause 51 of the Contract of Lease shall be deleted and substituted with
the following clause:
"51.1 During the Term of this Contract, the Lessee is granted an option to
purchase the Leased Premises on the following terms:
(a) the option shall expire upon the termination of this contract;
(b) the Sale Price of the Leased Premises shall be in the following
manner:
(i) if the lessee exercised the option on or before 30/th/
September 2000, the Sale Price of the Leased Premises is
United States Dollars Two Million Eight Hundred Thirty-Six
Thousand Only (USD2,836,000.00);
(ii) if the Lessee exercises the option during the 2/nd/ Rent
Period or the 1/st/ Rent Free Period (i.e. from 1st October
2000 to 30/th/ November 2001), the Sale Price of the Leased
Premises is United States dollars Three Million Seventy-Six
Thousand Only (USD3,076,000);
(iii) if the Lessee exercises the option during the 3rd Rent
Period or the 2/nd/ Rent Free Period (i.e. from 1/st/
December 2001 to 31/st/ March 2003), the Sale Price of
the Leased Premises is United States Dollars Three
Million Three Hundred Thirty Six thousand Only
(USD3,336,000);
(iv) if the Lessee exercises the option during the 4/th/ Rent
Period, the Sale Price of the Leased Premises is United
States Dollars Three Million Six Hundred Fifty-Two
Thousand Eight Hundred Only (USD3,652,800);
(v) if the Lessee exercises the option during the 5/th/ Rent
Period, the Sale Price of the Leased Premises is United
States Dollars four Million Four Thousand Four Hundred
Forty-eight Only (USD4,004,448);
(vi) if the Lessee exercises the option during the 6/th/ Rent
Period, the Sale Price of the Leased Premises id United
States Dollars Four Million three hundred Ninety-Four
Thousand Seven Hundred Seventy-Seven Only (USD4,394,777);
(vii) if the Lessee exercises the option during the 7/th/ Rent
Period, the Sale Price of the Leased Premises is United
States Dollars Four Million Eight Hundred Twenty-Eight
Thousand and Forty-Three Only (USD4,828,043);
(viii) if the Lessee exercises the option during the 8/th/ Rent
Period, the Sale Price of the Leased Premises is United
States Dollars Five Million Three Hundred eight thousand
Nine Hundred Sixty-Seven Only (USD5,308,967).
(c) the payment schedule of the Sale Price shall be as follows:
Stage Percentage of
Sale Price
l. Upon exercising the option 40%
ll. Upon the signing of the Deed of Conditional Sale 30%
lll. Upon the signing of the /Deed of Absolute Sale 30%
(d) there being no outstanding material breach by the Lessee (which
test of materiality shall be determined by the Lessor whose
decision shall be final) under this Contract at the time of the
Lessee's exercise of the option to purchase the Leased Premises.
51.2 To exercise the option to purchase the Leased Premises, the Lessee
shall notify the Lessor in writing of its intention to exercise the
option together with payment of forty percent (40%) of the Sale
Price. Thereafter, the Lessor shall procure the Deed of Conditional
Sale for the Lessee to execute.
51.3 In the event that the Lessee exercises this option in accordance with
Clause 51.2, the sum of United States Dollars Four Hundred and
Fifty-Six Thousand Only (USD456,000) and the following percentage of
the total Rent paid by the Lessee under this Contract prior to the
Lessee's exercise of the said option shall be considered as part of
the Sale Price for the Leased Premises:
Time of Exercise of Option Percentage of
Rent
During Fitting Out Period & 1/st/ Rent Period 25%
During 2/nd/ Rent Period & 1/st/ Rent Free Period 40%
During 3/rd/ Rent Period & 2/nd/ Rent Free Period 45%
During the 4/th/ Rent Period 50%
During the 5/th/ Rent Period 50%
During the 6/th/ Rent Period 45%
During the 7/th/ Rent Period 45%
During the 8/th/ Rent Period 45%
4. REINSTATEMENT DEPOSIT
4.1 Pursuant to Clause 16.3 of the Contract of Lease, the Lessee shall place
an additional reinstatement deposit with the Lessor for the cash sum of
Pesos Nine Hundred thousand Only(P900,000)("2/nd/ Storey Reinstatement
Deposit") on or before the execution of this Agreement.
4.2 At the request of the Lessee, the Lessor has agreed to accept a surety
bond instead of a cash payment for the 2/nd/ Storey Reinstatement
Deposit, provided that such surety bond shall be subject to the term and
condition approved by the Lessor.
4.3 The 2/nd/ Storey Reinstatement Deposit shall not at any time be deemed as
payment of all or any part of the Rent or Service Charge.
4.4 On or before the termination of the Contract of Lease or expiry of the
term, the lessee shall reinstate the Building to the satisfaction of the
Lessor (insofar as removing the second storey of the Building) to return
to its original state as at the Possession Date.
4.5 In the event that the Lessee breaches its obligations under Clause 4.4
hereof, the lessor shall be entitled (but not obligated) to reinstate the
Building to its original state as at the Possession Date and the cost of
reinstatement works, shall be for the account of the Lessee. The Lessor
may deduct the cost of reinstatement from the 2/nd/ Storey Reinstatement
Deposit and if it is insufficient, the Lessor shall give a seven (7) days
prior written demand to the Lessee whereupon the Lessee shall pay the
amount stated therein upon the expiry of the demand.
4.6 Upon the full reinstatement of the Building to its original state as at
the Possession Date at the Lessee's expense and to the satisfaction of
the Lessor, the 2/nd/ Storey Reinstatement Deposit shall be returned
without interest to the Lessee within thirty (30) days after the expiry
of the Term ort he termination of the Contract of Lease (whichever the
earlier).
IN WITNESS WHEREOF, the parties hereto have caused this Contract or Lease to be
executed on the date and at the place above-mentioned.
RBF DEVELOPMENT CORPORATRION PSi TECHNOLOGIES (LAGUNA), INC.
(Lessor) (Lessee)
By: /s/ Xxxxxxx X. Nasoles /s/ Xxxxxx X. Xxxxx, Xx.
XXXXXXX X. NASOLES XXXXXX X. XXXXX, XX.
Vice President President
SIGNED IN THE PRESENCE OF:
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