SUB-LEASE AGREEMENT
This Sub-lease Agreement, entered into by and between:
PHILEXCEL TEXTILES, INCORPORATED (PTI) a corporation duly organized and
existing under the laws of the Republic of the Philippines, the duly authorized
representative of EXCEL TEXTILES, INCORPORATED (ETI) a corporation organized and
existing under the laws of the British Island, with principal address at
Xxxxxxxx Highway 1961 st Area, Xxxxx Field, Pampanga, represented herein by it's
General Manager Xxxxxxxxx X. Xxxxxx, herein referred to as the "SUB-LESSOR",
-AND -
NEW AGE PUBLICATIONS, INC. a corporation duly organized and existing under
the laws of the Republic of the Philippines, with principal address at Xxxx.
0000 Xxxxx Xxxxx, Xxxxx Xxx Freeport Zone, Olongapo City, represented herein by
it's president Xxxx Xxxxxxxxx, hereinafter referred to as the "SUB-LESSEE," (or
any other company under Xxxx Xxxxxxxxx'x control to be nominated by him prior to
December 1, 1996.)
WITNESSETH
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 evidenced 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 of Atty. Xxxxxx X.
Xxxxxxx, a Notary Public for and in Manila, and attached hereto as ANNEX "A" and
made an integral part hereof:
WHEREAS, the SUB-LESSEE is interested to lease a certain portion of the
above mentioned leased property;
NOW THEREFORE, for and in consideration of the foregoing, the sub-lessor
hereby sublets and sublesses unto the sub-lessee the portions of the leased
property described below and sub-lesses hereby accepts the sub-lease, subject to
the following terms and conditions:
1. SUB-LEASED PROPERTY. The SUB-LESSOR hereby transfers and conveys by way
of sub-lease in favor of the SUB-LESSEE a certain portion of the former's leased
property, specifically of building PTI-07 with an area of TWO THOUSAND FIVE
HUNDRED (2,500) SQUARE METERS at Xxxxxxxx Xxxxxxx 0000xx Xxxx, Xxxxx Xxxxx,
Xxxxxxxx. The map showing the location and portion of the said sub-leased
property is herein attached as "ANNEX "B." The leased area includes sufficient
area around the building for parking and manuevering.
2. TERM. The term of this sub-lease shall be for a period of TEN YEARS
commencing from December 1, 1996. 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 between the parties and subject to the prior
written approval and consent of the original lessor (CDC). It is a condition
precedent however, of this SUB-LEASE that this sub-lease agreement which shall
prevail over the term stipulated herein.
3. RENTALS. SUB-LESSEE shall pay rentals of TWO DOLLARS ($2.00) per square
meter per month based on the floor area sub-leased or a total of FIVE THOUSAND
DOLLARS ($5,000.00) per month without need of demand at the SUB-LESSOR'S office.
The rental is payable monthly prior to the 5th day of each month.
NEW AGE PUBLICATIONS, INC.
The monthly rent shall consist of the following
a] Land $ 625.00
b] Building 4,375.00
c] Equipment 0
-----------
$ 5,000.00
-----------
-----------
The monthly rentals shall be increased by six (6%) percent every year,
compoundedly annually.
4. ADVANCE RENTAL. Upon signing of this agreement the SUB-LESSEE hereby
agrees to pay the SUB-LESSOR the sum of FIVE THOUSAND DOLLARS ($5,000.00) for
one month advance rent, to be applied to the final months lease payment.
5. SECURITY DEPOSIT. The SUB-LESSEE agrees to pay the sum of FIFTEEN
THOUSAND DOLLARS ($15,000.00) to cover charges for any unpaid bills for water,
telephone and power as well as payment for damages that may be caused on the
leased premises by the SUB-LESSEE. Balance of the said amount, if any, after
payment of the above mentioned obligations shall be refunded by the SUB-LESSOR
to the SUB-LESSEE upon expiration, termination or cancellation of the sub-lease
agreement as provided for herein. In case of delay in the payment of monthly
rentals, a surcharge of three (3%) percent per month or fraction thereof
computed from the date of delay shall be added and paid by the SUB-LESSEE
without prejudice to the other penalties and rights of the SUB-LESSOR as
provided for herein.
6. USE OF THE SUB-LEASED PROPERTY. The SUB-LESSEE expressly agrees and
warrants that the Sub-leased premised shall be used by it exclusively for
printing, binding, packaging, mailing, storage and handling of printed material,
related office use and exporting said printed matter and other related products.
SUB-LESSEE is strictly prohibited from using said premises for any other purpose
without the prior written consent of the SUBLESSOR and the original lessor
(CDC).
7. IMPROVEMENTS, INSTALLATIONS AND FACILITIES. The SUB-LESSEE may introduce
any renovations or additional facilities suitable for its authorized purposes
provided that the prior written consent of the SUB-LESSOR is first secured. Any
such improvements or alterations of whatsoever nature shall, upon termination of
this sub-lease, 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 SUB-LESSOR, without any right of the part
of the SUB-LESSEE to reimbursement for the cost or value thereof.
8. PROHIBITION ON ASSIGNMENT, ENCUMBRANCE. The SUB-LESSE shall not assign,
transfer, convey, mortgage or any way incumbent it's right 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.
9. SUBLEASING. The SUB-LESSEE has the right to sublease any portion of tile
building, with the prior written consent of the sub-lessor, not to be
unreasonably withheld by the sub-lessor. The sub-lessee agrees to pay sub-lessor
10% of the gross proceeds of all subleases executed.
10. TENANTABLE CONDITION, REPAIRS, ENCUMBRANCE. The SUBLESSEE hereby
expressly acknowledges receipt of the leased premises as of December 1, 1996, in
good and tenantable condition and agrees to keep the same in such condition at
it's own expense ordinary wear and tear expected. Any provision of the law,
present or future or any stipulation in xx.xx agreement to the contrary
notwithstanding the SUB-LESSEE hereby agrees and binds himself to undertake and
do all repairs major and minor witich maybe due in the premises. Major repairs
due to defects in the roof and structural components of the building, or due to
unforseen causes (see below) wUl be the responsibility of the SUB-LESSOR for
thefirst 5 years of the lease term.
11. DAMAGES OUTSIDE OF CONTROL. In case of damage to the leased property as
a result of exterior fire, earthquake, volcanic eruption, war, or other acts of
God or unforeseen causes outside of SUB-LESSEE's control, the SUB-LESSEE may
suspend rental payments until repairs can be completed and normal business
operations can be resumed.
12. WATER, ELECTRICITY, LIGHT AND OTHER UTILITY SERVICES. The SUB-LESSEE
shall pay for and defray all it's exclusively expense, the cost of water
consumption, electric, telephone or other utility services in the leased
premises.
13. GOVERNMENT RULES AND REGULATIONS. The SUB-LESSEE shall strictly comply
with any and all laws, ordinances, regulations or orders of the National or
Local Government Authorities, arising from the use and occupation of the leased
premises. All cost s/requirement s in mandated laws, ordinances, regulations or
order shall be at the risk of and expense of the SUB-LESSEE.
14. LESSOR/SUB-LESSOR RULES AND REGULATION. The SUB-LESSEE expressly agrees
to strictly abide by all the rules and regulation which may be given from time
to time by the SUB-LESSOR of the original lessor pertaining to the use of the
lease premises, to include among other to wit:
a. For aesthetic value, all office sign must be uniform size.
b. For security reason, the SUB-LESSOR hereby unilaterally imposes upon
itself to provide security and janitorial services to every sub-lesse
tenant. Compensensation for such services shall be commensurate to
tile area subject of the lease and to the respective requirement of
each sub-lessee and shall be paid for separately by the SUB-LESSEE
also on a monthly basis as in par. 3 above.
15. INSPECTION OF PREMISES. The SUB-LESSOR or it's duly authorize
representative shall have the right to inspect the leased premises during
business hours upon giving prior to notice to the SUB-LESSEE.
16. OBNOXIOUS SUBSTANCES. The SUB-LESSEE shall not introduce, keep or store
in the sub-lease premises any obnoxious substance or inflammable materials or
substances that might constitute a fire hazard, without the prior consent of the
SUB-LESSOR when needed by the SUB-LESSEE for it's authorized business activities
of the SUB-LESSEE.
17. PENALTY CAUSE.
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.
b. The guilty party shall be liable for any and all damages resulting
therefrom.
c. Should either party be forced to litigate and engage the services of a
lawyer to enforce his rights under this contract, the guilty party
shall likewise be liable for attorney's fees amounting to 25% of the
amount involved by in no case less that $10,000.00.
d. In case it is the SUB-LESSEE who violates any of the terms and
conditions hereof and the SUB-LESSOR exercises his right to cancel the
contract or upon expiration of the term agreed upon, the SUB-LESSEE
agrees to peacefully and voluntarily vacate the premises and turn over
the same to the SUB-LESSOR or the latter's authorized representative
upon written demand served by registered mail or by personal delivery
on SUB-LESSEE's address indicated in this contract or on the leased
premises.
e. In case SUB-LESSEE abandons the leased premises, the SUB-LESSEE hereby
authorizes the SUB-LESSOR to obtain possession of the Sub-leased
premises and/or to open or break any locked doors or windows to gain
entry without heed of any court order, this document serving as
authority therefore. If there are any goods, merchandise or other
movable properties belonging to the SUB-LESSEE and left on the leased
premises, SUB-LESSOR is hereby authorized to remove the same to be
stored in any public or private warehouse at SUB-LESSEE's expense.
SUB-LESSEE furthermore authorized the SUB-LESSOR to pay for the costs
of the storage and/or any unpaid rents or damages caused on the lease
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 from the proceeds thereof
and/or shouldered by the SUB-LESSEE. Any excess proceeds will be
applied against unpaid rents if any and the balance to be refunded to
SUBLESSEE.
f. If the SUB-LESSEE refuses or fails to surrender possession when
required as stated in paragraph d above, SUB-LESSEE shall be obliged
to pay SUB-LESSOR as monthly rental provided for herein computed from
date of demand up to the date of SUB-LESSOR obtains actual possession
thereof, in addition to any other penalties under this contract or
under the law.
18. OTHER TERMS AND CONDITIONS. All other terms and conditions of the lease
agreement entered into by and between the SUB-LESSOR and CDC, herein attached as
Annex "A", not inconsistent with the terms and conditions of this SUB-LEASE
AGREEMENT and SUB-LESSEE binds itself to faithfully comply with the same.
19. VENUE. In case of court suit, the parties expressly submits themselves
to the jurisdiction of the courts Angeles City.
20. SUB-LESSOR APPROVAL. This agreement is subject to final approval of
Xxxxx Development Corporation and according to the terms thereof of such
approval.
IN WITNESS WHEREOF, the parties have hereunto affixed their signature this
5th day of September 1996 at Angeles City, Philippines.
PHILEXCEL TEXTILES, INC. NEW AGE PUBLICATIONS, INC.
(Sub-lessor) (Sub-lessee)
by: /S/ Xxxxxxxxx X. Xxxxxx by: xxxx Xxxxxxxxx
----------------------------- ---------------------------------
XXXXXXXXX X. XXXXXX XXXX XXXXXXXXX
General Manager President
SIGNED IN THE PRESENCE OF:
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
)S.S.
CITY OF OLONGAP0
Before me, a Notary Public in and for on this 5th day of September, 1996
personally appeared the following:
COMMUNITY TAX DATE/PLACE
NAME CERTIFICATE ISSUED
--------------------------------------------------------------------------------
Xxxxxxxxx X. Xxxxxx 148913220 2-2-96, Angeles City
PASSPORT NO.
Xxxx Xxxxxxxxx 13083261 0-00-00, Xxxxxxx, Xxxxx
known to me to be the same persons who executed the foregoing instrument and
acknowledged that the same is their free act and voluntary deed and that of the
principals herein represented.
This document consist of six (6) pages pertain to a Sublease Agreement
signed by the parties and their instrumentalities witnesses on every page
thereof.
/S/ EN XXXXXXXX X. XX XXXXXX
EN XXXXXXXX X. XX XXXXXX
Notary Public
Until December 31, 1997
PTR # 4314222, 1-3-96
Doc No. 418
Page No. 84
Book No. XI
Series of 1996