EXHIBIT 10.5(h)
LEASE AGREEMENT
EXECUTED BETWEEN
POLIFIBRAS DE CHIHUAHUA, S. A. DE C. V.
("LESSOR")
AND
INDUSTRIAS Q. A. I., S.A. DE C. V.
("LESSEE")
FEBRUARY 1, 1996
LEASE AGREEMENT
CONTENT
PAGE
REPRESENTATIONS.......................................................... 1
CLAUSES.................................................................. 2
FIRST Lease of the Leased Property......................... 2
SECOND Ownership of Leased Property......................... 2
THIRD Enforcement and Delivery of Leased
Property/optional enforcement...................... 3
FOURTH Use of the Leased Property........................... 3
FIFTH Lease Price and Deposit.............................. 3
SIXTH Improvements......................................... 5
SEVENTH Assignment and Sublease.............................. 6
EIGHTH Maintenance.......................................... 6
NINTH Responsibility of the parties........................ 6
TENTH Insurance............................................ 8
ELEVENTH Taxes and Public Services............................ 9
TWELFTH Delivery of Leased Property.......................... 10
THIRTEENTH Withholding of possession............................ 11
FOURTEENTH Environmental Clause................................. 12
FIFTEENTH Right of Lessor to Fulfill the Lessee's
Responsibilities................................... 12
SIXTEENTH Right of Lessee to fulfill the Lessor's
Responsibilities................................... 13
SEVENTEENTH Lessor's Access to the Leased Property............... 13
EIGHTEENTH Signs................................................ 13
NINETEENTH Notices.............................................. 14
TWENTIETH Headings............................................. 14
TWENTY FIRST Jurisdiction......................................... 14
TWENTY SECOND Commissions and Expenses............................. 14
EXHIBITS
A1. Plan of "Leased Property", first year
A2. Plan of "Leased Property", subsequent year
LEASE AGREEMENT
LEASE AGREEMENT executed on the one hand by POLIFIBRAS DE CHIHUAHUA, S.
A. DE C. V., represented by Mr. Xxxxxxx Xxxxxxxx Xxxxx, in his capacity as Legal
Representative (hereinafter called the "LESSOR") and INDUSTRIAS. Q. A. I., S. A.
DE C. V., represented by Xx Xxxxxxx Xxxxx Bromfman, in her capacity as Legal
Representative of said corporation (hereinafter called the "LESSEE"), pursuant
to the following Representations and Clauses.
REPRESENTATIONS
1. The Lessor states:
a) That it is a corporation duly organized and existing pursuant to the
laws of the Republic of Mexico, with its main business domicile at
Ciudad Xxxxxx, Chihuahua, Mexico.
b) That it holds the property and full possession and ownership and the
power to lease an industrial building (the "Building") constructed on a
land (the "Lot") with an area of 24,072.07 square meters located at the
Highway Xxxxxx- Xxxxx Grandes, Kilometro 1.1 in Ciudad Xxxxxx,
Chihuahua, Mexico. The Lot was acquired through the purchase made to
Xxxxxxx Xxxxxxxx Xxxxx and Xxx. Xxxxxx Xxxxxx Xxxxxxx xx Xxxxxxxx
pursuant to public deed number 164 granted before Xx. Xxxxxxxx Xxxxxxxx
Xxxxxx, Public Notary Number 21, to and for Bravos District.
c) That it wishes to lease an area of 1,538.74 square meter which
corresponds to a portion of building "A" during the first year of lease
and 2,317.00 square meters which is the complete building "A" during
the subsequent years (hereinafter the " Leased Property"). The Leased
Property is prominently displayed in the plans attached to the
Agreement herein as Exhibit "A1" and "A2", which form an integral part
of the agreement herein and are hereby considered as reproduced.
d) That it has the permits and licenses required to duly operate the
Leased Property and to authorize the Lessee the use of same for its
activities, pursuant to the terms and conditions herein provided.
e) That it wishes to lease the Leased Property to the Lessee pursuant to
the terms and conditions hereinafter provided.
II. The Lessee states through its legal representative:
a) That the party she represents is a mercantile corporation duly
organized and existing pursuant to the terms of the General Mercantile
Corporations Law, with its main business domicile at Ciudad Xxxxxx,
Chihuahua, Mexico.
b) That the party she represent wishes to use and the temporary possession
of the Leased Property by means of a lease, subject to the terms and
conditions herein provided.
c) That the party she represents and herself enjoy all the faculties
required to execute the agreement herein, faculties which have not been
limited or revoked.
III. The parties states through their legal representatives that:
In the execution of the Agreement herein there has been no error,
violence, bad faith or deceit between them.
Pursuant to the foregoing representations, the parties agree to the
following:
CLAUSES
FIRST. LEASE OF THE LEASED PROPERTY
The Lessor, by means of the agreement herein, leases to the Lessee and
the Lessee leases from the Lessor the Leased Property, together with all its
easements and rights of way belonging to it.
SECOND. OWNERSHIP OF LEASED PROPERTY
The Lessor has the right of use and exclusive possession of the Lease
Property and warranties to the Lessee that it shall have the use and peaceful
enjoyment of same. In addition, the Lessor and the Lessee are in agreement that,
pursuant to the provisions of Article 2308 of the Civil Code for the State of
Chihuahua, in the event the Lease Property is mortgaged or encumbered, the Lease
Agreement herein shall subsist pursuant to its terms and in the event of a
mortgage of the Leased Property, nonfulfillment in the payment as provided by
the mortgage or encumbrance shall not in any way damage the terms and conditions
agreed to by the parties in the Agreement herein or its extensions and that any
change or amendment to said mortgage or encumbrance agreement or the execution
of any new mortgages or encumbrances on the Leased Property must make reference
in their text and content of the existence and term of the Lease Agreement
herein and, in its case, to the clauses in reference to the extension of same,
if said right to extension is agreed to
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between the parties, at the time in which said mortgage is executed by the
Lessor. The Lessor states that at this time and at the delivery of possession of
the Leased Property to the Lessee, it shall not be in violation to any federal,
state or municipal laws.
THIRD. ENFORCEMENT AND DELIVERY OF LEASED PROPERTY/OPTIONAL ENFORCEMENT
A. ENFORCEMENT. The initial enforcement of the lease herein shall be
for five (5) years, effective from the first day of February, 1996 (Enforcement
of Lease or Enforcement of the Lease Herein).
B. DELIVER. The Lessor shall deliver possession of the Leased Property
on or before February 29, 1996. The Lessee's responsibility to make rent
payments shall begin February 1, 1996.
FOURTH. USE OF THE LEASED PROPERTY
The Lessee shall use the Leased Property to manufacture plastic
articles reinforced with glass fiber. Under no circumstance or condition may the
Lessee use the Leased Property to carry out chemical operations or industrial
operations which are considered in violation or contrary to the applicable
municipal, state or federal provisions.
FIFTH. LEASE PRICE AND DEPOSIT
A. RENT. During the enforcement of the Lease Agreement herein, the
Lessee shall pay as rent on the Lease Property, per square meter of built leased
area, per year, in dollars legal tender of the United States of America, the
following amounts:
LEASED AREA UNIT PRICE IN DOLLARS TOTAL ANNUAL
YEAR SQ. METER PER SQ. METER RENT IN DOLLARS
---- ----------- --------------------- ---------------
1 1,538.74 $41.00 $ 63,088.35
2 2,317.00 $43.47 $100,720.00
3 2,317.00 $46.27 $107,207.50
4 2,317.00 $48.96 $113,440.30
5 2,317.00 $52.08 $120,669.35
The total amount of the rent for the first year is sixty three thousand
eighty eight dollars 35/100 U. S. currency.
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The total amount of the rent for the second year is one hundred
thousand seven hundred and twenty dollars 00/100 U. S. currency.
The total amount of the rent for the third year is one hundred and
seven thousand two hundred and seven dollars 60/100 U. S. currency.
The total amount of the rent for the fourth year is one hundred and
thirteen thousand four hundred and forty dollars 30/100 U. S. currency.
The total amount of the rent for the fifth year is (one hundred and
twenty thousand six hundred and sixty nine dollars 35/100 U. S. currency.
B. PAYMENT. The monthly rent payment shall be for one twelfth of the
total yearly payments corresponding pursuant to the foregoing table. That is to
say:
YEAR MONTHLY RENT
---- ------------
1 $ 5,257.36
2 $ 8,393.33
3 $ 8,933.97
4 $ 9,453.36
5 $ 10,055.78
The Added Value Tax shall be added to the corresponding monthly rent,
as in force on the payment date and the result must be paid in advance within
the first five days of each month without requiring a notice or any requisition.
Once the Lessor receives the rent payment, the Lessor must deliver the
corresponding invoice to the Lessee, pursuant to the Mexican tax requirements.
The rent shall be paid at the Lessor's domicile located at Carretera
Xxxxxx-Xxxxx Grandes Number 140 Poniente, of this city, without written notice
to the Lessee to this respect.
C. DEPOSIT. The Lessee must deliver to the Lessor the amount of
US$5,257.36 (Five thousand two hundred and fifty seven dollars 36/100 U. S.
currency) as a deposit to be kept in an account of the Lessor. This deposit
shall increase, in addition to the initial deposit, in the amounts hereinafter
provided, for each subsequent year.
Second Year $3,135.00
Third Year $ 540.64
Fourth Year $ 519.39
Fifth Year $ 602.42
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The Lessor is authorized to use the deposit for the payment of
utilities or for any other amount paid to repair the Leased Property which
correspond to the Lessee, pursuant to the terms of the agreement herein.
At the time of non-fulfillment on the part of the Lessee and after
having been notified in writing of the amount owed, whether for consumption of
utilities or for any other expense made to repair the Leased Property and
corresponding to the Lessee, applicable to the deposit or any amount which is
owed pending payment by the Lessee pursuant to the agreement herein, the Lessor
may use the amounts disbursed by it, deducting them from the warranty deposit.
D. DEFAULT PAYMENT. The lack of on time payment of the lease rent shall
give the Lessor the right to collect from the Lessee, as conventional penalty, a
month charge equivalent to 1.5% on the total rent amount in default until its
full payment.
E. PAYMENT OF ADDED VALUE TAX. The Lessee shall pay the Added Value Tax
(IVA) applicable to the rent payments, in accordance with the rate of exchange
at the time of payment.
SIXTH. IMPROVEMENTS
The Lessee may not modify the basic structure, the outside appearance
or the basic public services of the Leased Property, without the written consent
of the Lessor. The Lessor authorizes the Lessee to make the improvements (the
"Improvements") to the Lease Property as specified in the document attached to
the agreement herein as Exhibit B. The Improvements shown in Exhibit B shall be
made to the account and risk of the Lessee. The Improvements shall become a part
of the Leased Property. At no time, during the term of the lease herein or at
its termination, shall the Lessor be responsible for the payment of the
Improvements. The Improvements shall be solely made at the risk and expense of
the Lessee. After the lease becomes effective, the Lessee shall be authorized to
make minor changes or alterations on the Leased Property, at its expense and
risk, provided said alterations or changes do not substantially alter or
deteriorate the structure of the Leased Property, which is part of the Building.
All the equipment or accessories of any nature which were installed, either
permanently or not, shall continue being the property of the Lessee and must be
removed by the Lessee at the expiration or termination of the agreement herein
or of any extension or extension to same, except in the event the Lessee
receives in advance written confirmation from the Lessor, for each specific
case, stating that the improvements made to the Lease property may remain on
said property to the termination of the lease herein. Notwithstanding the
foregoing it is hereby understood that the Lessee, at its cost and expense,
shall repair any damage suffered by the
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Leased Property as a result of the removal of said equipment and/or accessories
and shall return the Leased Property to the Lessor in adequate conditions of
order, presence and cleanliness.
SEVENTH. ASSIGNMENT AND SUBLEASE
The Lessee may not assign or sublease the Property Lease without the
express written authorization from the Lessor. Even though the Lessee obtains
the written authorization from the Lessor to sublease the Leased Property, the
Lessee shall continue being responsible with regards to the lease herein.
EIGHTH. MAINTENANCE
A. MAINTENANCE BY LESSOR. The Lessor must at all times, during the
enforcement of lease herein, keep and repair at its expense the Building's
foundation, floor structures, outside walls structure, roof structure, including
support walls.
B. MAINTENANCE BY LESSEE. The Lessee must at all times, during the
enforcement of the lease herein, keep and repair at its expense the inside of
the Leased Property, including painting, insides and ceilings and drainage, as
well as the insulation, air conditioning and heating systems and the green areas
existing in the place and all the constructions made as improvements to the
building.
NINTH. RESPONSIBILITY OF THE PARTIES
In accordance with applicable laws, the Lessor warranties to the Lessee
the use and peaceful enjoyment of the Lease Property during the full term of the
agreement herein and the Lessee agrees and accepts to use the Leased property
only for the purposes herein provided and in accordance with the nature and the
use specified for the Lease property. The responsibilities of the Lessee and of
the Lessor, in each case, shall be ruled in accordance with the following
provisions:
1. The Lessor or the Lessee, respectively, shall be responsible for any
damages suffered by the Leased Property, caused through their own fault
or negligence, or that of its agents, employees or guests, except in
the case of damages usually covered by fire insurance endorsed with
extended coverage.
2. In the event the Lessee would be unable to use, partially or fully, the
building for any cause not attributable to the Lessee, the rent payment
shall be prorated and reduced in proportion to the part it is unable to
use. However, should the Lessee
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be unable to use the Leased Property completely or to the extent which
the Lessee is unable to use it for the purposes herein provided, the
rent shall not be payable during the time the Leased Property is not in
use.
3. Should the Leased Property be damaged or destroyed for reasons
attributable to any of the parties, the party responsible agrees to
restore and leave same in adequate conditions so that the Lessee may
use it for the purposes provided for in the agreement herein. Once the
responsible party has restored the Leased Property to its original
condition, the Lessee must continue paying the full rent amount as
provided in the agreement herein. Notwithstanding the foregoing, the
enforcement of the lease may not be extended without the written
consent of the Lessor.
4. The responsibility of the Lessee shall be limited to the damages caused
through its negligence and the scope of specific risks which may be
insured under Mexican insurance policies on the property, (fire,
thunder, explosion, hurricanes, xxxx, strikes, mutiny, airplanes,
vehicles, smoke, earthquakes and volcanic eruptions). Should it be a
total destruction or should it exceed 50% the total replacement value
of the Leased Property and it is an Act of God or force majeure event,
the Lessee shall have the right to elect not to request reconstruction
from the Lessor and, in said case, the Lease Agreement shall be
terminated without any responsibility to any of the parties.
5. Should the impairment be attributable to the Lessee or its agents,
employees or guests, the Lessee shall continue paying the rent as if it
were using the Leased Property, unless the loss were covered by an
interruption of rent insurance or any other insurance and the rent were
paid by the insurance company.
6. In the case of a partial use impairment, pursuant to the second
paragraph of the Clause herein, the parties shall agree the proportion
to which the rent shall be reduced, should there be no agreement, each
party shall assign an expert and, if both experts would not reach an
agreement, both shall assign a third expert. The decision of the
majority of the experts shall be final and binding to the parties or if
the parties would agree to assign one expert, his decision shall be
final and binding to the parties.
7. The parties' responsibilities covered in the clause herein shall be
subject to the provisions of the Tenth Clause of the Agreement herein.
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TENTH. INSURANCE
The parties shall obtain an insurance coverage of adequate types and
amounts, to protect their respective interests against all type of losses and/or
risks. The following is specifically agreed to:
1. FIRE INSURANCE. The Lessor shall contract an insurance policy against
fire with extended coverage to protect the Leased Property for its
replacement vale, as well as the machinery, raw material and other
goods property of the Lessor and of the Lessee, during the initial
enforcement of the Lease Agreement herein and its extensions, the
Lessee binding itself to pay the Lessor the amount of the insurance
premiums. The Lessee shall pay US$2,900.00 (two thousand nine hundred
dollars 00/100 U. S. currency) per year One twelfth of said amount
shall be paid to the Lessor together with the monthly rent, effective
from the date of delivery of the Leased Property. The Lessee must pay
said amount monthly, that is to say the amount of $241.67 (Two hundred
and forty one dollars and 67/100 U. S. currency). The insurance policy
on the Leased Property normally expires January 31; as a result, during
the month of February of each year, the Lessor may adjust the cost of
the insurance during the enforcement of the agreement herein.
2. LIABILITY INSURANCE. The Lessee must obtain at its account and keep in
force during the enforcement of the agreement herein the following
coverage under valid insurance policies issued by an insurance company
approved by the Lessor.
a) General Civil Liability Insurance, insuring the Lessee and the
Lessor, as well as other interested parties which the Lessor appoints,
against liability against any individual/company or corporation, for
injuries or damages occurring in the Leased Property or in the parking
area or in the lots adjacent to the Property, in combined limits of not
less than $500,000.00 (Five hundred thousand dollars 00/100 U. S.
currency). Each policy must provide that it may not be cancelled by the
insurance company without first submitting a notice sent by certified
or registered mailed at lease 15 days prior to said cancellation. The
Lessee must deliver to the Lessor or to other interested parties who
the Lessor appoints the certificate or certificates issued by the
insurance company, certifying that such insurance is in full force, at
least 15 days in advance of the expiration of said policy. The Lessee
must provide the Lessor the evidence documents certifying that said
policy has been renewed or replaced. Should the Lessee fail to obtain
or keep said insurance, pay the premium on same as owed and/or cause
the policies to be renewed, then the Lessor shall have the right to
contract and pay said premium in which case the amounts paid by the
Lessor must be added and become a part of the rent owed the first month
of the following months.
3. SUBROGATION. There shall be no waiver of subrogation with respect to
any insurance policy as referred to in tho Clause herein.
4. FIRE AND OTHER DAMAGES. In the event of loss to the Leased Property
resulting in damage or destruction of the Leased Property, the Lessee
must immediately notify in writing to the Lessor.
The Lessee must immediately submit the initial adjustment applications.
All the insurance amounts paid for said damage or destruction, less the
cost, fees and expenses incurred in relation to the loss adjustment,
must be made available to the Lessor or to the Lessee, just as their
respective interests appear in relation with the Lease herein, for the
purpose of rebuilding the Leased Property in the fastest way possible,
to the conditions and with the characteristics it had prior to said
damage or destruction. The Lessee must certify to the Lessor that it
has obtained the insurance coverage required prior to taking possession
of the Leased Property. Should the Lessee install a boiler or
compressor, it must obtain an insurance coverage against losses or
damages caused by any malfunction or explosion of the boiler or
compressor, in an amount not under $100,000.00 (Ten thousand dollars
00/100 U. S. currency), pursuant to the satisfactory conditions for the
Lessor prior to the installation.
8
ELEVENTH. TAXES AND PUBLIC SERVICES
a) Taxes
The Lessee is responsible for the payment of the Added Value Tax
accrued by the rent payments.
The Lessee shall be responsible for the payment of the property tax in
a proportion to the area being leased.
The Lessor or the Lessee may file a legal action, on behalf of the
Lessor, of the Lessee or of both, to object the validity or origin of any tax
encumbering the Leased Property or the tax amount being charged; or else, an
action to recover the payment of said taxes. Each of the parties shall cooperate
with the other with respect to any legal proceeding as is reasonably necessary.
The net amount of any tax to be recovered after payment of all the expenses
incurred, shall be payable to the party that paid same.
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b) Utilities
The Lessor states that all the utilities required in the Leased
Property to be used by the Lessee shall be provided as follows:
Water shall be provided by means of a water well of its property with
non- fresh water. The Lessee shall pay a amount of US$100 a month (one hundred
dollars 00/100 U. S. currency).
Sewage service shall be provided by means of a septic tank, for which
the Lessee shall pay the amount of US$50.00 (Fifty dollars 00/100 U. S.
Currency) a month.
These amounts shall be paid together with the monthly rent and the
corresponding Added Value Tax shall be added.
The gas service shall be separately contracted by the Lessee, as well
as the telephone services.
The electric power service shall by contracted by the Lessee.
Any additional contracts for the Leased Property shall be the
responsibility of the Lessee.
TWELFTH. DELIVERY OF LEASED PROPERTY
On the last day of the term of the agreement herein or of its
extensions, should there by any, or, in its case, on the corresponding day
should there be an advance termination, the Lessee must return and deliver the
Leased Property for the possession and use by the Lessor, without delay and in
good order, in good condition and with adequate maintenance, except for normal
and reasonable wear and tear due to normal use and the time transpired, except
for fire or other event damages. All the signs, inscriptions, partitions, and
installation of a similar nature, made by the Lessee must be removed before or
at the expiration date of the term of the Agreement herein. All the furniture,
accessories and equipment such as compressors, transformers and other equipment
installed by the Lessee shall continue being the property of the Lessee and
shall be removed by the Lessee at any time during or at the end of the
enforcement period of the Agreement herein and the Lessee must, at its expense,
repair any damage resulting from the installation or removal of said equipment
and/or accessories.
Any article remaining in the Leased Property thirty (30) days after the
termination of the Agreement herein shall be considered, at the option of the
Lessor, as being abandoned and the Lessor may keep or dispose of it as best
suited to its interest and
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without any obligation or responsibility. Any permanent improvement made on the
Leased Property by the Lessee and/or by the Lessor subsequent to the date of
execution herein shall be considered property of the Lessor and shall remain in
the Leased Property at the termination or prior to the termination of the Lease
Agreement herein, without any compensation being payable by the Lessor to the
Lessee for said installations or improvements, subject to the Lessee's right to
use same during the enforcement of the instrument herein.
THIRTEENTH. WITHHOLDING OF POSSESSION
The Lessee must deliver to the Lessor, at the termination of the Lease
Agreement, the Property Leased in the same condition it was received, except for
the normal wear and tear suffered due to the time elapsed.
a) In the event the Lessee remains in possession of the Leased Property
after the initial term, without having exercised its option to extend the
agreement, or in the event the Lessee remains in possession of the Leased
property after the expiration of the extension (should there be any), the Lessee
shall pay the Lessor as a new rent on the Leased Property 100% of the rent which
it is paying at that time, plus other amounts of immediate payment as requested
before said possession began, and must continue paying said amounts until the
Leased Property is delivered to the Lessor. This paragraph shall not be
construed as the granting of any right to remain in possession of the Property
Leased after the expiration of the enforcement period of the Lease Agreement
herein. It is expressly understood and agreed between the Lessor and the Lessee
that any possession by the Lessee of the Property Leased after the expiration of
the Lease Agreement herein must operate and constitute itself as a holding and
must be immediate expirable at the Lessor's will.
b) The Lessee must indemnify the Lessor for any loss or liability
directly resulting from the Lessee's delay in returning the Leased Property,
provided such loss or liability does not exceed of three (3) months of rent, at
the rent amount provided in the foregoing paragraph (a).
c) The Lessee acknowledges that it is bound to deliver the Leased
Property shall be subject to the clauses herein and hereby expressly waives any
right it may have pursuant to the Civil Code of the State of Chihuahua.
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FOURTEENTH. ENVIRONMENTAL CLAUSE
Effective from the date of execution of the agreement herein, the
Lessee is bound to observe the laws and regulations in matters of ecological
balance and environmental protection. The Lessee binds itself to deliver to the
Lessor the results of the test required by law, to verify that the Leased
property is free of pollution, releasing the latter of all responsibility in the
fulfillment of any fines and penalties or indemnities and expenses which could
be accrued upon or would have to be disbursed as a result of any pollution
caused by the Lessee. The Lessee shall not be responsible of any pollution
forthcoming from outside the limits of the Leased Property. The Lessee is
responsible for all environmental pollution caused during the enforcement of the
Lease Agreement herein.
On the other hand, the Lessor binds itself before the Lessee and before
any competent authority to answer for any pollution which could appear in the
Lease Property, as a result of the activities carried out on same prior to the
Lease Agreement herein, releasing the Lessee of all responsibility in the
fulfillment of the fines and penalties or indemnities and expenses which could
be accrued or would have to be disbursed as a result of any pollution existing
in the Leased Property on the date of execution of the agreement herein or as a
result of acts or omissions of the Lessor. The Lessee shall not be responsible
for any pollution occurring after the delivery of the Leased Property to the
Lessor. The Lessor states and warranties that the Leased Property is free of any
type of pollution at the time of delivery of the Leased Property.
FIFTEENTH. RIGHT OF LESSOR TO FULFILL THE LESSEE'S RESPONSIBILITIES
Should the Lessee no longer comply with any of the obligations
contracted herein, the Lessor after ten (10) days of having submitted a written
notice (or without prior notice in the event of any emergency) and without
exempting or releasing the Lessee of any of the responsibilities contracted by
the Agreement herein, may perform any action which the Lessee is bound to
fulfill in accordance with the agreement herein, without this implying that it
is the Lessor's responsibility to carry out said actions and the Lessor may
enter the Leased Property for the purpose of performing the actions necessary in
said case. All the amounts paid by the Lessor and all the expenses and costs
disbursed by the Lessor in relation with the fulfillment of said Lessee's
responsibilities shall be payable by the Lessee to the Lessor within ten (10)
days following receipt of the collection of said amounts.
SIXTEENTH. RIGHT OF LESSEE TO FULFILL THE LESSOR'S RESPONSIBILITIES
Should the Lessor no longer comply with any or various of the
obligations contracted herein, the Lessee after ten (10) days of having
submitted a written notice to the Lessor (or without prior notice in the event
of any emergency) and without exempting or releasing the Lessor of any of the
responsibilities contracted by the Agreement herein,
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may, without his implying the Lessee's obligation to carry out such actions,
perform any action which the Lessor is bound to fulfill in accordance with the
agreement herein. All the amounts paid by the Lessee in connection with the
fulfillment of said Lessor's responsibility shall be payable by the Lessor to
the Lessee within ten (10) days following receipt of the collection of said
amounts.
SEVENTEENTH. LESSOR'S ACCESS TO THE LEASED PROPERTY
The Lessee shall allow the Lessor and its authorized representatives
access to the Leased Property during reasonable hours, for the purpose of
inspecting and carrying out the works required from the Lessor or necessary as a
result of the Lessee's omissions or to carry out the works, at the beginning of
same, ten (10) days after receipt of written notice from the Lessor.
Nothing herein provided shall imply as the Lessor's obligation to carry
out said works and the performance of same by the Lessor shall not constitute
waiver of non- fulfillment by the Lessee of its obligation to carry them out.
All the Agents, employees or workers of the Lessor entering the Leased
Property must comply with the Lessee's personnel regulations and obligations,
including, but not limited to, hair nets, robes, hats, glasses, etc.
EIGHTEENTH. SIGNS
The Lessee shall have the right to place in the Leased Property or to
place outside the Building its signs and other notices required for its
operation including signs related to the hiring of personnel. No other sign may
be installed in the Leased Property without the written consent of the Lessor,
except that the Lessor shall have the right to place "For Sale" and "For Rent"
signs on the Leased Property.
NINETEENTH. NOTICES
When any of the parties must or wishes to send any notice or claim to
the other pursuant to the provisions of the Lease herein, said notice or claim
shall be personally delivered or by means of certified or registered mail,
return receipt requested, addressed as follows:
LESSOR: Polifibras de Chihuahua, S. A. de C. V.
Xxxxxxxxx Xxxxxx-Xxxxx Xxxxxxx Xx. 000
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XXXXXX: Industrias Q. A. I., S. A. de C. V.
Carretera Xxxxxx-Xxxxx Grandes No. 149
Poniente, Edificio "A"
Ciudad Xxxxxx, Chihuahua
Attention: Xx. Xxxxxxx Xxxxx Bromfman
TWENTIETH. HEADINGS
The parties hereby agree that the headings contained in the Lessee
herein are included exclusively as a reference and shall not be considered as a
part of the Lease herein nor shall they be used for their interpretation.
TWENTY FIRST. JURISDICTION
The agreement herein must be construed in accordance with the
provisions of the Civil Code and laws of the State of Chihuahua, United States
of Mexico, and both parties hereby submit to the jurisdiction of the court of
Ciudad Xxxxxx, State of Chihuahua, United States of Mexico and waive any other
jurisdiction which could correspond to them for any reason whatsoever. The
provisions of the clause herein are not applicable to any warranty or warranties
granted by any third party to the Lessor to warranty the fulfillment on the
Lessee's part of any of its obligations.
TWENTY SECOND. COMMISSIONS AND EXPENSES
The Lessor acknowledges that the operation herein contracted has not
generated any broker or agents commission or fees or any other similar expense,
or compensation which would have to be paid by the parties with respect to the
operation herein. Each one of the parties shall be responsible for its own
representative, lawyers, auditors or consultant expenses and fees who have
participated in the agreement herein and in the foreseen transaction.
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IN TESTIMONY OF THE FOREGOING
The agreement herein is executed by the parties in Ciudad Xxxxxx,
Chihuahua, Mexico, on the first day of February nineteen hundred and ninety six.
THE LESSOR THE LESSEE
Polifibras de Chihuahua, S.A. de C. V. Industrias Q. A. I. S.A. de C. V.
/s/ Xxxxxxx Xxxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx Bromfman
------------------------------ ---------------------------------
Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxx
Legal Representative Legal Representative
WITNESS WITNESS
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxx
------------------------------ ---------------------------------
Xx. Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx
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