EXHIBIT 10.8
CONFIDENTIAL TREATMENT REQUESTED
SUBLEASE AGREEMENT FOR COMMERCIAL USE PROPERTY ENTERED INTO, ON ONE HAND, BY
HOTELERA QUALTON, S.A. DE C.V., HEREIN REPRESENTED BY XX. XXXXX XXXXX XXXXX,
HEREINAFTER REFERRED TO AS THE "SUBLESSOR", AND, ON THE OTHER, BY IMPULSORA
TURISTICA DE ACAPULCO, S.A. DE C.V., HEREIN REPRESENTED BY XX. XXXXXXXX
XXXXXXXXX XXXXXXXXX, HEREINAFTER REFERRED TO AS THE "SUBLESSEE", PURSUANT TO
THE FOLLOWING:
RECITALS:
I. SUBLESSOR declares through its legal representative that:
a) It is a commercial company legally incorporated pursuant to Mexican law as
evidenced by public deed number 106,800 dated September 18, 1992, passed
before the faith of Xx. Xxxxxxx X. Xxxxxxx y Xxxxxxx, Notary Public number
21 in the Federal District, which was recorded at the Public Registry of
Property and Commerce of the Federal District under commercial folio number
168939 on January 14, 1993.
b) That its corporate purpose includes, among others: "The purchase, sale,
lease and operation of hotels, motels, restaurants and related services, as
well as rendering administration and technical assistance services in the
areas described above."
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
c) Its representative has the sufficient powers to represent it, which were
granted on September 18, 1992, in the public deed identified in subsection
a) above, which to this date have not been revoked, amended or restricted.
d) On July 24, 1996, it executed with Condominio Humbolt a Lease agreement
over the property located at Xxxxxxx el Esclavo del Fraccionamiento
Xxxxxxxxxx in the Port of Acapulco, Guerrero, which has an approximate area
equal to 4,560.50 square meters, on which two buildings are located for use
by the Hotel.
e) Pursuant to such agreement, it has the exclusive right to possess such
property.
f) Article Nine of such Lease agreement empowers it to sublease the property
subject matter of this agreement, which is the reason why it has full
authority to execute this agreement, subletting the property to Sublessee
as described below.
II. SUBLESSEE declares through its legal representative that:
a) It is a commercial company legally incorporated pursuant to Mexican law as
evidenced by public deed number 114,201 dated August 28, 1996, passed
before the faith of Xx. Xxxxxxx X. Xxxxxxx y Ferraez, Notary Public number
21 in the Federal District, which was recorded at the Public Registry of
Property and Commerce of the Federal District under commercial folio number
212851.
b) Its legal representative has the sufficient powers to represent it, which
was granted under the public deed identified in the preceding subsection.
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
c) Its representative intends to execute this agreement since it is beneficial
to its interests.
III. Both parties declare that:
ONE.- They mutually acknowledge their legal personality and legitimacy to appear
and execute this agreement, and that it is their free will to execute and commit
themselves in its terms, as it is in their best interests, as follows:
ARTICLES:
ONE.- Scope of the Agreement. The subject matter of the agreement is the
property known as Qualton Club Acapulco, located on lots 1, 1-A, 2 and 3 on the
Xxxxxxx El Esclavo block of the Fraccionamiento Xxxxxxxxxx in the City and Port
of Acapulco, Guerrero, with an approximate area equal to 4,560.50 square meters,
with the following measurements and adjacent properties:
- To the North: 106.00 meters with Xxxxxxx Costera Xxxxxx Xxxxxx.
- To the South: 107.40 meters with the Acapulco Bay Federal Zone.
- To the East: 58.00 meters with lot Num. 4 on the same block.
- To the West: 31.35 meters with Xxxxxxxx xx Xxxxxxxxxx avenue.
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
Property:
The property mentioned above has two buildings constructed on it that are for
use for a Hotel and related entities, which, for the purposes of this agreement,
shall be referred to as the "HOTEL".
Use:
***
TWO.- The SUBLESSOR grants the SUBLESSEE a sublease on the property described
above. Such sublease shall include everything that de facto or by law pertains
to the property (both land and buildings edified on such land), including all
equipment, furniture, fittings, plating, dinnerware, stemware and linens and
other equipment required for the operation of the Hotel. As of the date of this
agreement and throughout its term and that of its extensions, if any, the
SUBLESSEE shall be entitled to the exclusive possession of the property,
operating equipment, furniture, machinery, boilers, etc. subleased.
THIRD.- Use of the property. ***
FOUR.- Rent. Rent shall be ***, which shall be paid by SUBLESSEE within the
first *** days of each month. SUBLESSOR shall provide SUBLESSEE with receipts of
rent payment pursuant to the tax requirements set forth in law.
***
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
The monthly rent shall be paid at SUBLESSOR's domicile within the period set
forth in the preceding paragraph. Payment shall be made in U.S. Dollars or in
Mexican currency at the exchange rate published by the Central Mexican Bank for
payment of obligations denominated in foreign currencies on the date payment is
made.
In the event that SUBLESSEE cannot withhold rent, unless SUBLESSOR has defaulted
in its obligations hereunder and SUBLESSEE were obligated to expend necessary
sums so that the property subject matter of this agreement is in compliance with
the purpose for which it was leased.
FIVE.- Term of the Agreement The term of this agreement is a compulsory ***
period for both parties commencing on the date of execution of this agreement.
The term set forth in the preceding paragraph may be extended subject to the
condition that the SUBLESSOR achieve the extension of the Lease Agreement. Once
the extension is obtained, the legal relationship shall continue and be deemed
unaltered, in other words, this shall not be understood as a novation of this
agreement. Each and every article contained in this agreement shall prevail
during any extension, with the sole exception of the updating of the rent, as
agreed in terms of article four. The extension set forth in this article shall
become effective provided that such request for extension be notified in writing
to the other party with at least ninety days in advance to the expiration of
this agreement.
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUBLESSEE shall vacate the premises no later than ten days following the date of
expiration of this agreement and that of its extensions. If the SUBLESSEE
defaults on this obligation, SUBLESSEE shall pay rent with respect to the time
it remains in possession of the property beyond the date of termination, in
addition to any losses caused to the SUBLESSOR.
SIX.- The SUBLESSEE shall not use the property for any other purposes than those
set forth in article two of this agreement.
SEVEN.- All repairs made to the property for its proper maintenance and
preservation during the term of this agreement shall be borne by the ***.
EIGHT.- SUBLESSEE shall return the property, upon termination of this agreement,
in the same conditions in which it was delivered by the SUBLESSOR (except for
the normal wear and tear).
NINE.- SUBLESSOR commits to delivering the property to SUBLESSEE in good and
normal conditions for its use.
TEN.- SUBLESSOR commits to delivering the property at the time of execution
of this agreement with telephone, water, gas and electricity services, as
well as the applicable land use permits (license for the use of the federal
land-maritime zone).
The payment of the contributions for water, gas and electricity, as well as for
the renewal of the permits or the obtaining of new governmental permits required
for
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
providing the property with the use for which it is destined shall be the ***
responsibility as of the date of execution of this agreement and until its
termination.
TWELVE.- The parties agree to execute a separate Operation and Management
Agreement that shall be independent of this agreement.
THIRTEEN.- Preventive Maintenance. SUBLESSEE shall maintain the HOTEL in good
operating conditions, notwithstanding reasonable wear and tear and damages
caused as a result of fires, riots, disasters, events of force majeure or acts
of God or other similar accidents. The expenses incurred by the SUBLESSEE in
maintaining and repairing the HOTEL for its proper functioning shall be borne
solely by the ***.
FOURTEEN.- SUBLESSEE is strictly prohibited from making structural changes or
alterations and/or additions that substantially modify the original structure of
the Hotel.
FIFTEEN.- Commitments and responsibilities. The provisions of this Agreement
are not intended to constitute an Association or a company between SUBLESSOR and
SUBLESSEE. Consequently, the SUBLESSEE's revenues and fees shall not be affected
in any manner whatsoever as a result of its hotel activities or operation of the
property.
SIXTEEN.- Insurance. *** shall maintain, at its sole expense, insurance that
covers its civil and objective liability vis-a-vis the public, as well as
business interruption insurance.
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
SEVENTEEN.- Early Termination. ***
***
EIGHTEEN.- Jurisdiction and Authority of the Courts. The interpretation and
fulfillment of this agreement shall be governed, as agreed by the parties, by
the laws in force in the Federal District at the time of execution of this
agreement and by the courts sitting in the Federal District. The parties hereby
waive any forum that may be available to them by reason of their current or
future domiciles or otherwise.
NINETEEN.- For the purposes of this agreement, the parties designate the
following as their domiciles:
1.- SUBLESSOR: Xx. Xxxxxxxxxxxxxx 000, Xxx. 00 xx Septiembre, Xxxxxxxxxx Xxxxxx
Xxxxxxx, X.X. 00000, Xxxxxx, D.F.
2.- SUBLESSEE: Av. Costera Xxxxxx Xxxxxx, numero 159, fraccionamiento
Xxxxxxxxxx, X.X. 039670, Acapulco Guerrero.
The parties declare that there is no error, fraud, bad faith or any other vice
of consent or violence at the time of execution of this agreement and that once
this agreement was read, they sign it on January 1, 1997.
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUBLESSOR SUBLESSEE
/s/ Xxxxx Xxxxx Xxxxx /s/ Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
XX. XXXXX XXXXX XXXXX XX. XXXXXXXX XXXXXXXXX XXXXXXXXX
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
