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Exhibit 10.42
MASTER LEASE
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made and entered into by and
between INDUSTRIAS XXXXX DE MEXICO S.A. DE C.V., hereinafter referred to in
this Lease as "Lessor" by and through its representative Sr. XXXXXX DEL
XXXXXXXX, Legal Representative and STANDARD COMPONENTS DE MEXICO S.A.
hereinafter referred to in this Lease as "Lessee" by and through its
representative, XXXXXX X. XXXX, Legal Representative.
WITNESSETH
In consideration of the mutual convenants and agreements set forth in this
Lease, and other good and valuable considerations, Lessor does hereby demise
and Lease to Lessee, and Lessee does hereby Lease from Lessor a total of 78,300
Sq. Ft., Commercial Space and land as described herein as the "Leased
Premises".
The premises described herein on Exhibit "A" together with any
improvements thereon and the personal property described on Exhibit "B" are
referred to in this Lease as "the Leased Premises", and the Building located
thereon is also referred to in this Lease as "the Building".
LEASE TERM
SECTION 1
1.01 The initial term of this Lease shall be for a period of five (5) years,
commencing on the fifteenth day of January, 1997. Thereafter Lessee shall have
the right to extend this Lease for Two (2) additional successive terms of three
(3) years by giving to the Lessor written notice of its intention to extend the
term at least one hundred eighty (180) days prior to the end of the particular
term. The monthly rental payment during any extensions of the initial term
shall be established according with the terms in Section 2, Subsection 2.03.
1.02 Lessee has the right to extend this Lease beyond the expiration date
provided in SECTION 1.01, upon the following terms and conditions:
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(a) Should Lessee fully and faithfully perform all of the terms and
conditions of this Lease, Lessee may extend the term of this Lease with the
extended term to begin on the day following the expiration date of the previous
term, as specified in SECTION 1.01, provided however, that if at the date of
expiration of the original term, Lessee is in default beyond any grace period
provided in this Lease, the remaining option shall be null and void. All the
terms, convenants, and provisions of the original Lease term, including rent,
shall apply to any extending Lease term.
(b) Lessee may exercise the option to extend this Lease by giving Lessor
notice of its intention to do so not later than One Hundred Eighty (180) days
prior to the expiration date of the original Lease term or extended Lease term,
as appropriate. To constitute effective notice of an intention to exercise the
option under this Lease, the notice must be in writing and must be sent by
certified or registered mail to Lessor at the address provided in SECTION 16 of
this Lease, and must be postmarked no later than One Hundred Eighty (180) days
prior to the expiration date of the original Lease term or extended Lease term,
as appropriate, for Lessee to exercise its option.
1.03 If Lessee holds over and continues in possession of the Lease Premises
after expiration of the term of this Lease, or the extension of that term,
other than as provided in SECTION 1.01, Lessee will be deemed to be occupying
the leased premises in violation of the terms of the Lease, and the Lessee will
be obligated to vacate the Leased premises without any official notice.
LEASED PREMISES AND RENTAL
SECTION 2
2.01 An initial lump sum rental shall be paid upon execution of this Lease in
the amount of $51,000.00 U.S. DOLLARS which reflects payments of the first and
last months Lease payments. The monthly rental payment for the total Leased
Premises will be $25,500.00 U.S. DOLLARS payable in advance on the fifteenth
day of each month during the term.
2.02 All payments will be made in equivalent Pesos converted at the exchange
rate as determined by the Peso sales price of Banco Nacional de Mexico S.A.,
Hidalgo and Matamoros, Ciudad Xxxxx, Coahuila, Mexico on the date of the
payment or any responsible financial institution as determined by Industrias
Xxxxx de Mexico S.A. de C.V.
2.03 The monthly rental payment for the Leased Premises during any extension of
the term hereof shall be established at the beginning of each such extension
and will be an amount equal to the monthly rental for the initial five year
term increased by one-half (1/2) the percentage change in the cost of living as
measured by the United States Producers Price Index from January 1, 1997 to
January 1 of the first year of the particular extended term, as that Index
compiled and published by the United States Department of Labor, Bureau of
Labor Statistics.
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2.04 The Lessee agrees to pay the Lessor the amount of value added tax ("IVA")
on the rent each month. A late fee at the rate equal to .05 cents per dollar
of the amount due shall also be due for payments made more than ten (10) days
after the date such payment was due.
2.05 Rental payments shall be paid to Lessor at the offices of the INDUSTRIAS
XXXXX DE MEXICO S.A. DE C.V., with address in Carretera Presa La Amistad km.
6.0 Ciudad Xxxxx, Coahuila Mexico, or at such other place as Lessor may
hereinafter, in writing, designate.
2.06 As security and assurance for the payment of rent Lessee agrees to provide
to Lessor a revolving letter of credit, open during the initial term of the
Lease or any extension thereof equivalent to six months Lease payments which is
$153,000.00 U.S. DOLLARS, in favor of Lessor from a financial institution
reasonably satisfactory to Lessor.
Lessor shall be authorized to make draws against the letter of credit in
the amount of any unpaid installment of rent in the event Lessee shall have
failed to pay such installment of rent within two weeks after its due date.
USE OF THE LEASED PROPERTY
SECTION 3
3.01 Lessee or its agents will use the Leased Premises and improvements located
thereon only to operate an industrial operation and/or warehousing, including
office facilities and employees cafeteria, unless Lessor shall give Lessee
prior written consent for a different use, which shall not be unreasonably
withheld.
3.02 Lessee shall not use, or permit the use of, the Leased Premises in any
manner that would cause a cancellation of or an increase in the existing rates
for fire, liability, or other insurance policies insuring the Leased Premises,
or any improvements on the Leased Premises, or insuring the Lessor or any
liability in connection with ownership of the Leased Premises. Lessor
acknowledges that Lessee is in the business of assembly and contract
manufacturing of printed circuit boards, electronic components, and finished
electro-mechanical products and that such business use will not breach the
provision of this section.
3.03 Lessee shall not use, or permit the use of, the Leased Premises in any
manner that results in waste of the Leased Premises or constitutes a nuisance
nor shall Lessee use, or permit the use of , the Leased Premises for any
illegal purpose. Lessee, at its own expense, will comply and will cause its
officers, employees, agents, and investors to comply with all applicable laws,
ordinances, rules, and regulations of governmental agencies concerning the use
of the Leased Premises.
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MAINTENANCE, REPAIRS AND REPLACEMENTS
SECTION 4
THE RESPONSIBILITY FOR MAINTENANCE REPAIR AND REPLACEMENT SHALL BE
GOVERNED BY THE FOLLOWING STIPULATIONS:
4.01 Lessee shall, throughout the term of this Lease, and any extension of that
term, at its own cost and expense, maintain the Leased Premises, and all
improvements on the Leased Premises, in good order and condition except for
capital repairs and structural maintenance (as set forth in SECTION 4.05) which
will be the responsibility of Lessor. Except as otherwise provided herein,
Lessee shall further be responsible, at its own cost and expense, for
maintaining and repairing all equipment owned by Lessor and installed therein,
including but not limited to the heating and air conditioning (HVAC) systems.
Maintenance must be performed promptly when required, and in a manner that will
not depreciate the value or damage the Leased building or Premises.
4.02 Lessor represents and warrants to Lessee that all building systems,
including but not limited to the heating and air conditioning (HVAC Systems),
plumbing, electricity, water, sewage, and gas will be in good working order at
the time Lessee takes beneficial occupancy.
4.03 Lessor represents and warrants that the legal description of the Leased
Premises contained in Exhibit A attached hereto and incorporated herein by
reference, is true and accurate and will remain so. The Leased Premises
includes the building located thereon consisting of 78,300 sq. ft. and the
other items described in Exhibits "A" and "B".
4.04 Lessee will conduct an inspection of the Leased Premises at its own cost
and expense. Upon the completion of said inspection, Lessee will provide
Lessor with a report identifying any damage to the Leased Premises (the
"Inspection Report"). Lessor shall repair or cause the repair of any damages
identified in the Inspection Report as well as those items on Exhibit "C"
attached hereto at its own cost and expense. The repair of the Leased Premises
shall be completed within 60 days after Lessee takes possession of the Leased
Premises.
4.05 Lessee shall be responsible for all damages attributable to the negligence
of Lessee that require the maintenance, repairs, and the replacement of any
matter to the Leased Premises, the Leased building, including but not limited
to its structure, foundation, roof, walls contents, and equipment owned by
Lessor, plumbing, exterior and interior paint, air conditioning, heating (HVAC)
systems, and landscaping. Otherwise, Lessor shall be responsible, at its own
costs and expense, for all repairs and maintenance which are capital or
structural in nature including but not limited to the Building structure,
foundation, roof, walls, the Building plumbing, electricity, water, sewage, gas
systems and landscaping.
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4.06 Lessee agrees that the Leased Premises will be returned to Lessor in as
good condition as the same was received at the beginning of the Lease, normal
wear and tear excepted.
UTILITIES
SECTION 5
5.01 Lessee will contract and directly pay all public services required.
Lessor states that all necessary public services including water, electricity,
heat and telephone, are available, and hooked-up to Building with all of their
corresponding connections and/or installations having been made. Lessee will
be responsible for the final hook-up and contracting of said services.
5.02 Lessee shall pay all utility charges for water, electricity, heat, gas (if
applicable), and telephone service used in and about the Lease Premises during
the term of this Lease, or any extension thereof, all such charges to be paid
by Lessee directly to the utility company of municipality furnishing the same,
before the same shall become delinquent.
5.03 Lessee shall pay for the removal of all garbage and rubbish from the
Leased Premises during the term of the Lease.
MODIFICATIONS
SECTION 6
6.01 Lessee shall not make any alterations, additions, or improvements to the
Leased Premises without the prior written consent of Lessor which will not be
unreasonably withheld. Consent for nonstructural alterations, additions or
improvements shall not be unreasonably withheld by Lessor.
6.02 All alterations, additions or improvements to the Leased Premises
made by Lessee shall become the property of Lessor at the termination of this
Lease. Lessor may, however, require that Lessee remove any and all alterations,
additions and/or improvements installed or made by Lessee, and other property
placed on the Leased Premises by Lessee upon termination of the Lease. In the
event that Lessor requires Lessee to remove such alterations, additions, or
improvements Lessee shall repair any damage to the Leased Premises caused by
such removal.
6.03 If Lessee is not in default under both the initial five (5) five year
Lease term and if applicable any extension hereof. Lessee shall be able to
remove all machinery, equipment, or any other trade fixtures in, on or about
the Leased Premises so long as the fixtures can be removed without structural
damage to the Building. Any fixtures that have not been removed by Lessee at
the termination of this Lease shall be deemed abandoned by the Lessee and shall
automatically become the property of Lessor. In the event fixtures are
abandoned, Lessee must pay Lessor any reasonable expenses actually incurred by
Lessor to remove the fixture from the Leased Premises.
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TAXES
SECTION 7
7.01 The Lessor will be responsible for the payment of the real estate property
tax imposed over the Leased Premises. The Lessee agrees to reimburse fifty
percent (50%) of the cost incurred by the Lessor for the real estate taxes paid
with respect to the Leased Premises and attributable to the term thereof. The
Lessee will be responsible for the value added tax imposed over the rentals
payable pursuant to this Lease. Lessor will be responsible for payment of the
net asset tax and the income taxes imposed over the rental income derived
herefrom. Any other taxes will be paid by the party which may correspond
pursuant to the applicable legal provisions. If any such taxes for which
Lessee is liable hereunder are levied or assessed against Lessor or Lessor's
property, and if Lessor elects to pay the same, Lessee shall pay to Lessor,
upon demand, that part of such taxes for which Lessee is primarily liable under
SECTION 7.02. Lessor shall have the right to terminate this Lease agreement if
Lessee fails to reimburse those amounts in taxes Lessor paid for Lessee, except
as provided in SECTION 7.02.
7.02 The Lessee shall obey and comply with all Governmental Orders and their
requirements, rules, regulations, laws and ordinances of all legally
constituted authorities, in any way affecting this Lease, the above described
Leased Premises, the Building and improvements now or hereafter thereon or the
use of the same, existing at any time during the continuance of this Lease
(subject to the rights of the Lessee to contest the validity of any such law,
ordinance, rule, regulation or other requirement).
TOTAL OR PARTIAL DESTRUCTION OF THE LEASE PREMISE
SECTION 8
8.01 In the event less than Fifty percent (50%) of the Leased Premises are
damaged or destroyed by Act of God, fire or other casualty but to such an
extent as to render the Leased Premises substantially unusable in both the
Lessor's and Lessee's judgment, then Lessor shall cause the damage to be
repaired within a commercially reasonable amount of time from the time all of
the insurance proceeds relating to the damages to the Leased Premises are
received and rent shall xxxxx entirely until such time as the Leased Premises
shall again be usable in Lessor's and Lessee's judgment.
8.02 Should less than Fifty percent (50%) of the Leased Premises be so damaged
or destroyed by any of the aforesaid causes as to render the same partially
unusable in both the Lessor's and Lessee's judgment, then Lessor shall cause
the damage to be repaired within a commercially reasonable amount of time from
the time all of the insurance proceeds relating to the Leased Premises are
received and the rent shall xxxxx proportionally until such time as the Leased
Premises shall again be usable in Lessor's and Lessee's judgment. In the event
the damaged material impairs the Lessee's operations and is not repaired within
45 days, Lessee at its option may terminate the Lease by giving written notice
to Lessor.
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8.03 If the impediment or damage other than the mentioned in SECTION 8.04 was
or is the result of gross negligence or reckless behavior of the Lessee, its
agents, employees, representatives, or visitors, the Lessee shall continue to
pay the rent as if it were using said Building, and the Lessor will rebuild the
Leased Building within a commercially reasonable time after having received the
applicable insurance proceeds, including any deductible amount from those
proceeds provided that if such impediment or damage occurs within One Hundred
Eighty (180) days of the expiration of the initial term or extended term of
this Lease, then SECTION 8.05 will apply.
8.04 Should more than Fifty percent (50%) of the Leased Premises be so damaged
or destroyed by any of the aforesaid causes or damaged or destroyed to an
extent rendering the same substantially unusable in Lessor's and Lessee's
judgment, then this Lease shall forthwith cease and terminate, in which event,
the rent shall be paid to the day of such damage and any unearned rent paid in
advance shall be refunded to Lessee within ten (10) days of said termination.
8.05 If the Leased Premises are destroyed or damaged more than Fifty percent
(50%) within One Hundred Eighty (180) days from the expiration of the initial
Lease term or extended term, Lessor is not required to rebuild or repair the
damages unless Lessee under the term to this contract has agreed to extend the
term of the Lease as provided under this Lease Agreement through the next
option period and Lessee is not in violation of any provisions contained in
this Lease Agreement including Lessee being current with all Lease payments.
If the extended term falls under these circumstances described in this section,
the Lessor will then be allowed a commercially reasonable amount of time to
repair or rebuild, taking into consideration the receipt of insurance proceeds
to cover repairs and the rebuilding of the damaged property.
INSURANCE AND INDEMNITY
SECTION 9
9.01 Lessee shall, at its own expense, during the term of this Lease, or any
extension thereof, obtain and maintain adequate general liability insurance
with respect to the Leased Premises in an amount not less than five million
($5,000,000.00) U.S. Dollars. The combined limit which shall name the Lessor
as additional insured.
9.02 Each party shall indemnify and save harmless the other, its employees,
agents and invitees from and against all liability, demands, claims, loss,
costs, damage, death and personal injury of whatsoever nature or kind arising
out of, as a result of , or in connection with the performance of this Lease
which is occasioned by the actions or omissions of the other party, its
employees, agents or invitees to the extent the same is covered by their
respective insurance companies. Each party shall furnish the other with a
Certificate of Insurance evidencing such coverage and the amount of coverage.
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9.03 Lessee shall, at its own expense, during the term of this lease, or any
extension thereof, obtain and maintain insurance coverage on the contents and
personal property within the Leased Premises and for any leasehold improvements
added during any term of the Lease.
9.04 Lessor shall, at its own expense during the term of this Lease, or any
extension thereof obtain and maintain fire and extended all risk perils
insurance policy with reputable insurance companies in the amount of the
replacement cost of all buildings and improvements on the Leased Premises.
ENTRY ON LEASED PREMISES BY LESSOR
SECTION 10
10.1 Lessee's authorization shall be required for entries by Lessor into the
Leased Premises, and said authorization shall not be unreasonably withheld by
Lessee. With this authorization, or if authorization is unreasonably withheld
Lessor, its officers, agents, employees and representatives, shall have the
right to enter into and upon all parts of the Leased Premises at all reasonable
hours for purposes, including but not limited to the inspection by prospective
tenants, cleaning, maintenance, repairs, alterations, or additions to the
Leased Premises as Lessor may deem reasonably necessary, but without any
obligation to perform any of these functions, except as expressly provided in
this Lease. Lessor's right of entry shall not disturb Lessee's quiet enjoyment
of the Leased Premises so long as Lessee is not in default hereunder.
LIENS ON THE LEASED PREMISES
SECTION 11
11.01 Lessee agrees that it will not permit any mechanic's or other liens to
stand against the Leased Premises for work or materials furnished by, through,
or under Lessee, provided however, that Lessee shall have the right to contest
the validity of any lien or claim.
ASSIGNMENT AND SUBLETTING
SECTION 12
12.01 Lessor shall have the right to transfer any or all of its interests under
the terms of this Lease upon ten (10) days prior written notice to Lessee and
transfer of any prepaid rents and other amounts of Lessee to assignee.
12.02 Lessee shall not assign or sublet, this Lease without the prior written
consent of the Lessor. Lessor may not unreasonably withhold its consent.
Lessor may withhold its written consent if Lessee is in default under this
Lease agreement either during the initial Lease period, or through the option
period. Notwithstanding the foregoing, Lessee may assign or sublet the
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Leased Premises without consent to any corporation which is controlled by or is
under common control of Lessee, or to any corporation resulting from the merger
or consolidation with Lessee or to any entity which acquires all of the assets
of Lessee as a going concern of the business that is being conducted on the
Leased Premises, provided that the assignee assumes, in full, the obligations
of the Lessee under this Lease. Unless agreed to in writing, no such
assignment shall operate to relieve Lessee from the obligations imposed under
this Lease.
DEFAULT
SECTION 13
13.01 In the event that Lessee shall have failed to timely pay Lessor three (3)
monthly rental payments within each calendar year of this Lease beginning on
the anniversary of said Lease, and Lessee shall not have cured said delinquency
within ten (10) days of notice thereof by Lessor, Lessor may terminate this
Lease by giving Lessee at least thirty (30) days written notice of such
intention. In the event Lessee elects this option, the Lease will be
terminated on the date designated on Lessor's notice.
13.02 Unless otherwise agreed to by Lessor in writing, in the event Lessee is
in violation of any other provisions of this Lease aside from the violations
listed in 13.01, and violation remains for a period of thirty (30) days after
Lessor, by written notice, has informed Lessee of such violations, Lessor shall
have the right to terminate this Lease unless Lessee has cured its violation
within a period of thirty (30) days from the date of written notice.
13.03 Unless otherwise agreed to by Lessor in writing, in the case of a default
the cure of which has not been commenced within a period of forty five (45)
days after Lessor, by written notice, has informed Lessee of such violation,
then Lessee shall be deemed to be in default and Lessor may at its option,
terminate this Lease and/or exercise any right or remedy provided by the law or
this Lease including but not limited to immediately enter upon Leased Premises
and again have, repossess and enjoy the same as if this Lease had not been
made, and everything herein contained on the part of the Lessor to be done and
performed shall cease and terminate, without prejudice however, to the right of
Lessor to recover the total amount of the Lease payments remaining under the
Lease Agreement, and if applicable, the credit of amounts received by Lessor in
reletting the same Leased Premises. Lessor may relet the Leased Premises for
the remainder of the current term for the highest rent reasonably obtainable
and may recover from the Lessee any deficiency between the amount so obtained
and the rent herein reserved; however, the Lessor shall be obligated in such
reletting of the Leased Premises for the best rent obtainable; and the Lessor
may pursue any other rights and remedies it may have in law in equity.
13.04 A waiver by either Lessor or Lessee of a breach of this Lease by the
other party does not constitute a continuing waiver or a waiver of any
subsequent breach of this Lease.
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13.05 If Lessor defaults in the performance of any terms, covenant or condition
required to be performed by it under this Lease. Lessee may elect to:
(a) Terminate this Lease upon giving at least thirty (30) days written
notice to Lessor of such intention. In the event Lessee elects this option,
the Lease will be terminated on the date designated in Lessee's notice, unless
Lessor has commenced to cure the default prior to the expiration of the thirty
(30) day period and completes such cure within a commercially reasonable time
after such commencement to cure but in no event later than sixty (60) days
after Lessee's notice, or unless Lessee provides written consent to cure.
(b) Pursuit of any of the remedies provided in this Lease by either Lessor
or Lessee shall not preclude pursuit of any of the other remedies provided in
this Lease or at law or inequity. Pursuit of any remedies provided in this
Lease or by law by either party shall not constitute a forfeiture or waiver of
any of the damages accruing to either party by reason of violation of any of
the terms, provisions, and covenants contained in this Lease, nor shall pursuit
of any remedies provided in this Lease by Lessor constitute a waiver, or
forfeiture or waiver of any rent due to Lessor under this Lease.
13.06 No waiver by either party of any default or violation or breach of any of
the terms, provisions and/or covenants contained in this Lease shall be deemed
or construed to constitute a waiver of any other violation or breach of any of
the terms, provisions and covenants of the Lease. Forbearance by either party
to enforce one or more of the remedies provided in this Lease or by law upon
any event of default shall not be deemed or construed to constitute a waiver of
such default. Lessor's acceptance shall not be construed as Lessor's waiver of
the default.
SUBROGATION
SECTION 14
14.01 Lessee agrees, at the request of Lessor, to subordinate this Lease to
any Deeds of Trust or mortgages that might now or later constitute a lien upon
the Building, or on improvements in the Building, or on the Leased Premises.
Lessee agrees to execute any instruments that are required by any mortgages for
the purpose of subsecting and subordinating this Lease to the lien of any such
Deed of Trust or mortgage. With respect to any Deed of Trust or mortgage
constituting a lien on the Building, or improvements in the Building, or on the
Leased Premises, Lessor has the right to waive the applicability of this
section so that this Lease will not be subject and subordinate to any such Deed
of Trust or mortgage. Notwithstanding such subordination, Lessee's right to
quiet possession of the Leased Premises shall not be disturbed if Lessee is not
in default and so long as Lessee shall pay the rent and observe and perform all
of the provisions of this Lease, unless this Lease is otherwise terminated
pursuant to its term.
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PURCHASE OPTION
LEASED PREMISES
SECTION 15
15.01 Lessee shall have the right to purchase the Leased Premises at the end of
the initial five (5) year Lease period or at any time during the optional
extension periods.
15.02 The purchase price of the Leased Premises shall be the fair market value
of the Leased Premises and shall be paid in cash at closing. The fair market
value of the Leased Premises shall be determined by negotiation among the
parties, provided, however, that if the parties shall fail to reach agreement,
each party, shall appoint an independent third-party arbitrator knowledgeable
in the real estate market in the general area of the Leased Premises and the
two arbitrators so appointed shall select a third arbitrator with appropriate
qualifications to establish the fair market value of the Leased Premises. Such
determination shall be made by majority approval of the arbitrators so
selected. Each party shall bear the cost of its arbitrators and one-half of
the cost of the third arbitrator. Any such notice may be contingent upon
Lessee's satisfaction with the fair market value of the Leased Premises and in
any event, if Lessee does not agree with the fair market value established it
may refuse or fail to purchase the Leased Premises without liability on its
part.
15.03 Lessor hereby grants Lessee a right of first refusal to purchase the
Leased Premises at the same price and on the same terms as Lessor could sell
Leased Premises to a qualified bona fide third party purchaser. Such right
shall be effective at the end of the initial five (5) year term or as extended.
In the event Lessor desires to accept any offer to sell or transfer the Leased
Premises, or any part thereof, Lessor shall give Lessee a written notice of the
terms and conditions of such sale including the purchase price, the identity of
prospective purchaser and a date not sooner than ninety (90) days nor later
than one hundred eighty (180) days within which Lessee can exercise its right
of first refusal. Lessee shall give Lessor at least thirty (30) days advance
written notice of its intention to exercise right of first refusal.
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NOTICES
SECTION 16
16.01 All notices, demand and requests required under this Lease shall be in
writing. All such notices, demands and requests shall be deemed to have been
properly given if served personally or if sent by registered or certified mail,
return receipt requested, addressed to Lessor or Lessee as the case may be, at
its respective address last designated by notice to the other party for that
purpose. Until Lessor and Lessee designated other addresses, their addresses
shall be as follows:
Lessor: INDUSTRIAS XXXXX DE MEXICO S.A. DE C.V.
CARRETERA PRESA LA AMISTAD K.M. 0
XXXXXX XXXXXXXXXX
XXXXXX XXXXX, XXXXXXXX, XXXXXX C.P. 26228
ATTENTION: SR. XXXXXX DEL XXXXXXXX
Lessee: STANDARD COMPONENTS DE MEXICO S.A.
C/U SIGMATRON INTERNATIONAL, INC.
0000 XXXXXXXXX XXXX
XXX XXXXX XXXXXXX, XXXXXXXX 00000
ATTENTION: XXXXXX X. XXXX
APPLICABLE LAWS AND JURISDICTION
SECTION 17
17.01 This Lease shall be bound by and subject to the Laws of the State of
Coahuila, Mexico and both parties submit themselves to the jurisdiction of the
Courts where the Leased Premises are located.
SUCCESSOR AND ASSIGNS
SECTION 18
18.01 The agreements, terms, covenants and conditions herein shall bind and
insure the benefit of Lessor and Lessee and its respective heirs, personal
representatives, successors, and its permitted assigns.
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ENVIRONMENTAL
SECTION 19
THE LESSOR REPRESENTS, WARRANTS AND GUARANTEES THE FOLLOWING:
19.01 That the Leased Premises are in compliance with all applicable Municipal,
State and Federal Laws, Regulations and Official Mexican Norms and/or
Ecological Technical Standards concerning environmental matters;
19.02 That the Leased Premises are free of any notices of violations of
environmental provisions, notice of fines, shutdowns, whether temporary or
partial, whether imposed by Local, State or Federal Mexican Environmental
authorities.
19.03 That the Leased Premises are free of any patent or latent environmental
contamination, whether soil or water, and has not been subject to any spill,
accident of ecological nature or final disposal or recycling of any material or
waste that is deemed hazardous or dangerous by the General Law of Ecological
Equilibrium and Environmental protection, its corresponding regulations and/or
the Applicable Mexican Norms. Lessee, at their own expense, shall have 60
working days from the date of Lessee occupancy of the Leased Premises to effect
environmental site investigation work on the Leased Premises to assess the
quality of the Leased Premises environmental status.
If said investigation work were to uncover any conditions of the Leased
Premises in violation of applicable Mexican environmental laws, regulations and
official Mexican Norms and/or Ecological Technical Standards with respect to
the prevention of soil, air and water pollution, Lessor, after having been
notified of the findings of Lessee will, at Lessor's expense, take all
necessary steps under Mexican Environmental laws and any other applicable legal
provision as sanctioned by the Secretariat of Social Development SEMARNAP to
remedy such violation and restore the property and Leased Premise to its
original condition or, if that were the case, in accordance with the Social
Development Secretariat's official requests.
19.04 Lessor shall immediately request from SEMARNAP reports, files and
documents as to the environmental condition of the Leased Premises (as herein
defined) and shall deliver such reports to Lessee as received. Lessor hereby
agrees to indemnify and hold Lessee harmless from and against all liability,
claims , obligations or damage suffered by Lessee (including attorney fees)
arising out of or related to the condition of the Leased Premises prior to the
date of this Lease including any liability, claim, damage or obligation related
to environmental contamination or indemnify and hold Lessor harmless from and
against all liabilities, expenses, claims, obligations, or damage related to
the condition of the Leased Premises arising after the date hereof and which
were caused by Lessee, its agents, employees, directors or officers.
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19.05 Lessee's environmental responsibilities here under will continue after
the termination of this Lease unless an environmental site assessment
equivalent to terms and condition referenced in SECTION 19.03 is performed by
Lessee evidencing that the Leased Premises do not show any signs of
contaminations caused by Lessee after the date hereof, same which must be
delivered to Lessor, by Lessee, for its release.
DESCRIPTIVE HEADING
SECTION 20
20.01 The descriptive headings herein are for convenience only and shall not be
deemed to affect the meaning or construction of any provision hereof.
SECTION 21
21.01 Neither Lessor nor Lessee shall be required to perform any term,
condition or covenant in this Lease so long as such performance is delayed or
prevented by Force Majeure, which shall mean Acts of God, material or labor
restrictions by any governmental authority, civil riots, floods, and any other
cause not reasonably within the control of Lessor or Lessee and which by the
exercise of due diligence Lessor or Lessee is unable, wholly or in part, to
prevent or overcome.
BOTH PARTIES STATE:
SECTION 22
22.01 This Lease is final, and constitutes the sole and only agreement of the
parties and supersedes all prior written or oral agreements respecting the
subject matter of this Lease, and shall be binding upon, and insure to the
benefit of, the parties to the Lease, and their respective heirs, executors,
administrators, legal representatives, successors, and assigns, when permitted
by this Lease.
22.02 This Lease shall be construed under and in accordance with the laws of
the State where the Leased Premises are located and all obligations of the
parties created by this Lease are performable in the same state.
22.03 In case any one or more of the provisions contained in this Lease shall
for any reason be held to be invalid, illegal, void, or unenforceable, such
provision shall not affect any other provision of the Lease, and this Lease
shall be construed as if such invalid, illegal or unenforceable provision had
never been included in the Lease.
22.04 No amendment, modification or alteration of the terms of this Lease shall
be binding unless the same is in writing, dated subsequent to the date of this
Lease, and duly executed by the parties to this Lease.
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22.05 Time is of the essence of this Lease.
Executed in multiple counterparts this 23 day of December, 1996.
LESSOR: INDUSTRIAS XXXXX DE MEXICO S.A. DE C.V.
BY:
-----------------------------
SR. XXXXXX DEL XXXXXXXX
LEGAL REPRESENTATIVE
LESSEE: STANDARD COMPONENTS DE MEXICO S.A.
BY:
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SR. XXXXXX X. XXXX
LEGAL REPRESENTATIVE
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