EXHIBIT 10.29
CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This Contract of Lease (hereafter, "Contract"), made and entered into this
_______ day of _____ 2005 at Quezon City, Metro Manila, Philippines, by and
between:
ILO LAND, INC., a domestic corporation duly organized and existing
under the laws of the Republic of the Philippines with office address at
the 3rd Floor, ILO Building, 195 X. Xxxxxxx Avenue, Quezon City,
represented in this act by its Chairman, Xxxxxxx X. Xxx, and hereinafter
referred to as the LESSOR;
- and -
AMI SEMICONDUCTOR PHILIPPINES, INC., a corporation duly organized
and existing under the laws of the Republic of the Philippines with
address at 9701 Xx. X. Xxxxxx Ave., Paranaque City, represented in this
act by its Executive Director of Finance, Xxxxxxxx X. Xxxxxx, and
hereinafter referred to as the LESSEE;
W I T N E S S E T H :
WHEREAS, pursuant to the discussions with the LESSEE, the LESSOR will
acquire the rights set forth herein to Lot Nos. C3-10 & C2-8a situated in
Carmelray Industrial Park II, Calamba City Laguna, more particularly described
and registered under Transfer Certificate of Title Nos. T-487038 and T-531159 of
the Register of Deeds of Calamba City, with a combined land area of
approximately 16,244 square meters;
WHEREAS, said parcels of land contain a ready-built manufacturing facility
of strong materials, which will be extended and further prepared with Fit-out
works as described in the Architectural, Structural, Electrical, Utilities and
Floor Plans which are attached hereto as Annex "A" and made integral parts
hereof;
NOW, THEREFORE, for and in consideration of the foregoing premises and of
the mutual promises, covenants and stipulations herein contained, the parties
hereto have agreed, and by these presents, do hereby agree as follows:
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1.1 DESCRIPTION OF THE LEASED PREMISES. - The premises which LESSOR will lease
to LESSEE hereunder will consist of land located inside the Carmelray Industrial
Park II in Calamba City, Province of Laguna, Philippines and facilities already
existing or to be constructed on said land and/or fitted with fit-out works.
LESSOR will acquire the land and construct the facilities subject to the
provisions of this Agreement. The land and facilities subject of the lease
arrangement will hereinafter be referred to collectively as the "Leased
Premises".
1.2 AGREEMENT TO LEASE. - LESSOR hereby agrees to lease to LESSEE, and LESSEE
hereby agrees to lease from LESSOR, the Leased Premises under this agreement.
1.3 PURCHASE OF LAND PARCELS. - LESSOR will purchase from Pacsem Realty, Inc.
and PSI Technologies Laguna Inc. upon terms and conditions and under a payment
scheme as LESSOR shall see fit to adopt, the parcels of land (hereafter, the
"Land Parcels") located inside Carmelray Industrial Park II in Calamba City,
Province of Laguna, Philippines, with an aggregate area of sixteen thousand two
hundred forty-four (16,244) square meters known as Xxx Xx. X0-00 xxx Xxx Xx.
X0-0x more particularly described and registered under Transfer Certificate of
Title Nos. T-487038 and T-531139 of the Register of Deeds of Calamba City, a
certified true copy of each of which is hereto attached as Annexes "B" and "C".
The purchase of the Land Parcels by LESSOR is an essential consideration of this
Agreement. In this connection, LESSOR will exert and apply its best efforts and
resources towards the successful conclusion of the negotiation with Pacsem
Realty, Inc. and PSI Technologies Laguna Inc. at the earliest time possible
bearing in mind the spatial requirements and timeline of LESSEE for its expanded
operations. Upon the execution and delivery of the relevant sale contract for
the purchase by LESSOR of the Land Parcels the same will automatically form part
of the Leased Premises and the provisions of this Agreement will govern and
apply thereto. In the event LESSOR is unable to conclude the acquisition of the
Land Parcels within 60days from execution of this Contract of Lease, all amounts
paid by LESSEE to LESSOR shall immediately be reimbursed and the contract
dissolved.
1.4 TERM OF THIS CONTRACT AND LEASE. - This Contract shall commence upon its
signing and shall terminate only as provided for herein, but without prejudice
to the rights and obligations of the parties which survive its termination.
The initial term of the lease shall be ONE HUNDRED AND EIGHTY (180)
calendar months commencing from the Possession Date as defined in Paragraph 1.5
hereof, and, unless extended as provided below, shall end at midnight on the
last day of the one hundred and eightieth calendar month. This initial period
shall be referred to as the "Initial Term."
LESSEE may, at its option, and upon serving written notice to LESSOR at
least twelve months prior to the expiration of the Initial Term, extend the
lease period for another sixty calendar months (or up to a total of two hundred
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forty [240] calendar months) under the same terms, conditions, and rental rate
as set forth in this agreement. This additional period shall be referred to as
the "Initial Extension Period."
The lease period may be extended beyond two hundred forty (240) calendar
months only by the mutual agreement of LESSOR and LESSEE and upon such terms,
conditions, and rental rate as the parties will see fit to adopt. For the
purpose of such an extension of the lease term, LESSEE must notify LESSOR of its
intention in writing at least twelve (12) months prior to the expiration of the
then current lease agreement. If within the twelve (12) month period the parties
fail to agree on the terms and conditions under which the lease will be renewed
then this lease contract will automatically terminate at midnight on the last
day of the two hundred and fortieth calendar month.
1.5 POSSESSION DATE. - After completion of the stipulated one-storey building
facility and the fit-out works in accordance with Sections 2.1 and 2.2 of this
Agreement, the LESSOR shall give the LESSEE Fourteen (14) days written notice to
take physical possession of the Leased Premises. The possession date (hereafter,
the "Possession Date") shall either be the date on which the LESSEE takes full
physical possession of the Leased Premises (building including fit-out works) or
the date of expiry of the fourteen (14) day period to take possession whichever
comes first.
In the event that the one-storey building facility and fit-out works are
not completed by July 1, 2005, LESSEE may, at its sole option, take possession
of the Lease Premises in whatever condition they exist on such date.
During the construction period, the LESSEE will be allowed to utilize and
take partial possession of the Leased Premises insofar as the completed phases
of the one-storey building facility and/or fit-out works are concerned.
1.6 RENT. - The monthly rent shall be paid to the LESSOR at the latter's
principal office (set forth on page one of this Agreement) without the necessity
of demand, in the manner as follows: in order to safeguard LESSEE from
injunction by LESSOR's bank, the LESSOR will assure that rent cannot be used for
other purposes until LESSOR's periodic loan payments to the bank in relation to
the Leased Premises are current. LESSOR will open a blocked bank account for
that purpose on which the rent will be deposited by LESSEE.
A. From January 1, 2005 to December 31, 2005
The total rent from January 1, 2005 to December 31, 2005 will be at
Nine Hundred Sixty-Five Thousand Three Hundred Fifty-Six United
States Dollars (US $965,356) net of 5% withholding tax and will be
paid immediately upon signing of this Contract.
B. From January 1, 2006 until end of Initial Term and the Initial
Extension Period (if there is one)
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Monthly rent for the Leased Premises from January 1, 2006 until end
of the Initial Term and any Initial Extension Period shall be in the
amount of One Hundred Six Thousand Six Hundred Thirty-Eight United
States Dollars (US $106,638)net of 5% withholding tax. There will be
no escalation of the rental rate during the Initial Term of this
Contract and any Initial Extension Period.
LESSEE will pay the rent in advance by semi-annual installments on
each semi-annual rent due date. The first rent due date will be
January 1, 2006. Thereafter, rent due dates will be the first day
immediately after the expiry of each six (6) month rent period.
C. Value Added Tax and Withholding Taxes
All rental amounts will be exclusive of the value added tax, if any,
(which shall be the responsibility of the LESSEE), but inclusive of
withholding tax, if any. Any withholding taxes will be deducted and
withheld from the rental payments by LESSEE and be paid directly to
the relevant authorities, unless LESSOR can establish that no
withholding tax applies.
1.7 PAYMENT CURRENCY. - All payments of rent including any interest thereon will
be effected strictly in cash in United States dollars. If an amount is received
in another currency pursuant to a judgment or order or in the liquidation of
LESSEE or otherwise, LESSEE's obligations under this Agreement and the lease
agreement to the executed pursuant thereto will be discharged only to the extent
that LESSOR may purchase United States dollars with such other currency in
accordance with normal banking procedures upon receipt of such amount. If the
amount in United States dollars which may be purchased, after deducting any
costs of exchange and any other related costs, is less than the relevant sum
payable under this Agreement and the lease agreement to be executed pursuant
hereto, LESSEE will be liable to LESSOR for the shortfall.
Rent in arrears shall earn penalty at the rate of two percent (2%) per month,
compounded monthly, computed from the due date of payment thereof until fully
paid. Said penalty is without prejudice to the other reliefs available to the
LESSOR under the law and under this Contract.
1.8 SECURITY DEPOSIT. - Immediately upon execution of this Contract, the LESSEE
shall deposit with the LESSOR a security deposit equivalent to Eight (8) months'
rental or Eight Hundred Ninety Eight Thousand United States Dollars
(US $898,000).
The security deposit shall not be deemed to be or treated as payment of
rent or any other amount owing by LESSEE unless consented to in writing by the
LESSOR. LESSOR shall retain the deposit as security for the faithful
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performance of each and every term, provision, covenant and condition of this
Contract, and shall be entitled to apply them to, among others, LESSEE's unpaid
association dues, garbage fees, telephone, water, electricity, sewer, and all
other service charges in connection with the Leased Premises. The LESSOR may,
but is not obligated, to apply the security deposit to rents or other charges in
arrears or to damages sustained by the Leased Premises on account of the failure
by the LESSEE to perform any of the terms, provisions, covenants and conditions
of this Contract.
In the event the security deposit is applied by the LESSOR to any of the
LESSEE's obligations relative to the lease, the LESSEE shall immediately pay on
demand any amount necessary to maintain the security deposit at the amount
specified herein, unless LESSEE disputes the application of the security deposit
by LESSOR. In the event of a dispute, the parties will meet and attempt to
resolve the dispute in good faith.
Within 12 months before the termination of the lease, LESSOR and LESSEE
will start assessing mutually agreed upon repair and damage costs which will be
deductible from the security deposit. The balance of the security deposit will
then be applied as rent on the last few months of the contract and settlement of
all service charges connected with the Leased Premises. The security deposit
will not carry interest for the LESSEE.
In the event that LESSEE materially breaches this Contract and does not
remedy said breach within ninety (90) days of receipt of written notice from
LESSOR of said breach, LESSOR may deduct the amount of the damages sustained as
a result of such breach from the security deposit, without prejudice to such
other remedies the LESSOR may have against the LESSEE. It is hereby agreed that
LESSEE's liability for any breach of this Contract shall not be limited to the
amount of the security deposit.
1.9. ADDITIONS, ALTERATIONS AND IMPROVEMENTS. - The LESSEE shall not make or
introduce any structural additions, improvements, or alterations (including
electrical and plumbing works), on the Leased Premises without the prior written
consent of the LESSOR. The LESSEE shall submit to the LESSOR for approval
LESSEE's plans for its proposed additions, alterations and improvements at least
Fourteen (14) calendar days prior to the intended start of the construction, and
the LESSOR's consent shall not be unreasonably withheld; provided that, the
LESSOR may prescribe or impose reasonable conditions for the approval including
additional payments solely to cover an actual increase in real property taxes
actually incurred by the LESSOR as a result of the addition, alteration or
improvement. In such event, any such increase in rent shall last only for so
long as the increase in real property taxes is actually incurred by the LESSOR
as a result of the addition, alteration or improvement and shall be subject to
proof thereof by the LESSOR.
The LESSEE shall undertake the construction and maintenance of such
additions, improvements, or alterations at its own expense. Only strong
construction materials which are suitable for the purpose shall be used, and if
any lumber, plywood and other similar wooden materials are intended for use
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these must have been treated and/or proven free from termites and other pests
beforehand. The LESSEE shall secure the necessary permits and licenses for the
construction. Upon the completion of the construction, the LESSEE shall
surrender to the LESSOR the said permits and licenses, together with all "as
built" plans. The LESSEE and its construction contractor shall be responsible
for the costs of remedial works that may be required to rectify any damage that
may result from such construction, and/or to cover the costs of clearing debris
resulting from the works.
All permanent and authorized improvements, alterations and additions upon
the Leased Premises shall belong to the LESSOR upon the expiration of the term
or termination of this Contract (or, in case this Contract is renewed, upon the
expiration of such renewed term) without obligation on the part of the LESSOR to
pay the LESSEE for the cost or value thereof. However, works which may be
removed without damaging the Leased Premises shall remain properties of the
LESSEE, which may be removed by the latter upon such expiration of the term or
termination of this Contract; provided that, the LESSEE must restore the
portions of the Leased Premises to which these removable works may have been
attached to their original condition.
1.10. USE OF THE PREMISES. -
A). INDUSTRIAL PURPOSES ONLY - The LESSEE shall use the Leased Premises
exclusively for legitimate, Philippine Economic Zone Authority ("PEZA")
approved, office, warehouse and manufacturing purposes (including those
incidental or related thereto), and the LESSEE shall not divert the Leased
Premises to any other use (including but not limited to commercial purposes)
without the prior written consent of the LESSOR. If at any time during the term
of this Contract, the LESSEE shall use the Leased Premises for other purpose or
purposes without the prior written consent of the LESSOR, and such breach is not
cured by LESSEE within ninety (90) days written notice from LESSOR, the LESSOR
shall have the right to either terminate this Contract and/or pursue such other
remedies as may be available to the LESSOR under the law or this Contract.
B). OBSERVANCE OF LAWS AND RULES; PEZA REGISTRATION - The LESSEE shall use
the Leased Premises with the diligence of a good father of a family and shall
observe all national laws and ordinances of the Philippines regarding fire
prevention, sanitation, environment, as well as the rules and regulations which
CARMELRAY INDUSTRIAL PARK II, PEZA and LESSOR have adopted or may adopt in the
future governing the use or occupancy of buildings where the Leased Premises are
located,. The LESSEE must likewise comply with the Deed of Restrictions attached
hereto as Annex "D", over the Leased Premises.
In no case shall LESSEE use the Leased Premises for any illegal, unlawful
or immoral trade or activity.
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It is an essential consideration of the LESSOR in entering into this
Contract that the LESSEE shall be registered with the Philippine Economic Zone
Authority (PEZA), as provided by law.
1.11. NAME OF BUILDING, SIGNS OR ADVERTISEMENTS. - The LESSEE is expressly
authorized to choose a name for the buildings and facilities herein leased, as
well as to put up its own signs or other advertising medium on any part of the
Leased Premises; provided that, a ten (10) day prior written notice is given to
the LESSOR before the implementation thereof. This authority is subject,
however, to the condition that the LESSEE shall register such name with the
appropriate national and municipal governmental authorities, and that any such
sign or other advertising medium shall conform with the rules, regulations, and
restrictions imposed by the CARMELRAY INDUSTRIAL PARK II, and LESSOR, the
Municipality of Calamba, Laguna and the Building Code of the Philippines.
1.12. CARE AND MAINTENANCE OF THE LEASED PREMISES. - The LESSEE shall, at its
own expense, maintain the Leased Premises (except those areas remaining within
the responsibility of the LESSOR) in good order and in a clean and sanitary
condition, free from noxious odors, disturbing noises, or other nuisances. Upon
the expiration of the lease term, or termination of this Contract, the LESSEE
shall surrender and return the Leased Premises and fixtures in good condition,
ordinary wear and tear excepted.
LESSEE shall repair, restore or reconstruct or cause to be repaired,
restored or reconstructed any portion of the Leased Premises or improvements
which are damaged due to any cause attributable to the LESSEE, its employees,
agents, tenants, visitors, or guests. The repairs on the Leased Premises must be
done in such manner that after such repair, restoration or reconstruction the
condition thereof shall be at least equal to its condition immediately prior to
such damage or destruction. The repairs of the damage or injury shall be
undertaken by the LESSEE through qualified and/or licensed workmen or
contractors, at its expense. Such repairs, restoration, or reconstruction must
be done without undue delay, The failure of LESSEE to commence such repair,
restoration or reconstruction within thirty (30) calendar days from the
occurrence of such damage or destruction and to complete said repair,
restoration or reconstruction within a reasonable period shall be deemed a
material breach of this Contract. Additionally, and in case of failure of the
LESSEE to undertake immediately such repairs or restoration, the same may be
effected by the LESSOR and all expenses incurred for such repairs shall be
charged against and paid by the LESSEE within five (5) calendar days of LESSOR's
demand for payment.
LESSOR shall repair, restore or reconstruct or cause to be repaired,
restored or reconstructed any portion of the Leased Premises or improvements
which are damaged due to any cause not attributable to the LESSEE, its
employees, agents, tenants, visitors, or guests, except in cases defined in
Clause 1.14. The repairs on the Leased Premises must be done in such manner that
after such repair, restoration or reconstruction the condition thereof shall be
at least equal to its condition immediately prior to such
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damage or destruction. The repairs of the damage or injury shall be undertaken
by the LESSOR through qualified and/or licensed workmen or contractors, at its
expense. Such repairs, restoration, or reconstruction must be done without undue
delay, In case of failure of the LESSOR to commence such repairs or restoration
within thirty (30) calendar days after written notice of such damage, the same
may be effected by the LESSEE and all expenses incurred for such repairs shall
be charged against and paid by the LESSOR within five (5) calendar days of
LESSEE's demand for payment, or be deducted from rent amounts. Rent shall
continue to be paid by the LESSEE during the period of said repairs, with a pro
rata reduction based on the proportion of the premises effected by the damage.
The LESSEE shall procure at its own expense janitorial services for the
entire Leased Premises and the adjacent exterior areas thereof.
1.13 CARE OF EQUIPMENT. - The LESSEE shall at all times maintain in good
condition the following equipment/fixtures found in the Leased
Premises, to wit:
(1) Power Supply System and Electrical Control Situations;
(2) Automatic Roll Up/Roll Down Door System;
(3) Comfort Rooms Fixtures.
(4) All mechanical and electrical equipment, and improvements as
indicated in the fit-out works plan
The expenses for the maintenance of the said equipment, including regular
servicing and cleaning thereof, shall be for the account of the LESSEE. All
repairs shall be for the account of the LESSEE unless necessitated by the fault
or negligence of the LESSOR, its employees, agents, or representatives.
The LESSOR assumes no responsibility for the suitability, operability, and
working condition of any equipment acquired by the LESSEE and/or transferred by
the latter to the Leased Premises, it being understood that such matters are
solely the responsibility of the LESSEE.
1.14 DAMAGE CAUSED BY FORCE MAJEURE. - If the Leased Premises are destroyed in
whole or in substantial part (more than 50%) by earthquakes, fire, floods or
other force majeure, the LESSOR shall have the option to either terminate this
Contract of Lease or continue the same after the Leased Premises are repaired
and made tenantable by the LESSOR, at no cost to the LESSEE, it being understood
that no rental and additional charges shall be due by the LESSEE from the date
the damage was caused until the Leased Premises is made tenantable by the
LESSOR. If the LESSOR decide to terminate this Contract of Lease or fails to
adequately and promptly repair the damage, the security deposit shall be
reimbursed immediately.
In case of minor damage to the Leased Premises due to fire, earthquakes,
floods, war or other force majeure, or any cause not attributable
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to the fault or negligence of the LESSEE, its employees, agents, tenants,
visitors, guests, or other persons within the Leased Premises, the LESSOR shall
expeditiously cause to start the repair of such damage within latest thirty (30)
days from receipt of notice from the LESSEE of the occurrence thereof at no cost
to the LESSEE. No rent shall be due by the LESSEE during the period of said
repairs on the damaged portion rendered unusable. For purposes of this
provision, damage to less than fifty percent (50%) of an entire floor shall be
considered as a minor damage.
1.15 AREAS OF INGRESS/EGRESS. - The external sidewalks, entries, passages,
corridors, stairways and fire escape of the Leased Premises shall not be
obstructed or used by the LESSEE or by LESSOR for any other purposes than
ingress to and egress from the Leased Premises.
1.16. INFLAMMABLE AND EXPLOSIVE MATERIALS. - Either party shall take normal
precautions for the safe storage of inflammable or explosive materials. It is
understood that diesel generator sets and their fuel containers will be
installed and operated on the Leased Premises. These equipments will be properly
installed and operated in an appropriate building detached from the main
building.
1.17 INTRODUCTION OF HEAVY EQUIPMENT. - The LESSEE shall not overload the Leased
Premises with heavy equipment beyond its structural capabilities.
2 AGREEMENT FOR EXPANSION OF READY-BUILT FACILITY AND FIT-OUT WORKS
2.1 EXPANSION OF READY-BUILT FACILITY. - LESSOR will expand the existing
ready-built facility inside the Land Parcels to suit the specific requirements
of LESSEE and effect the construction of the same based on plans and
specifications prepared strictly in accordance with the guidelines and details
supplied by LESSEE, a copy of which is hereto attached as Annex "E". Upon its
completion, the one-storey building facility will have a gross floor area of
Four Thousand and Fifty (4,050) square meters. LESSOR will commence construction
of the one-storey building facility within two (2) weeks after the issuance of
the building permit of PEZA. The construction of the one-storey building
facility will be completed within six (6) months from the date of issuance of
the building permit by PEZA. The one-storey building facility will be considered
completed upon the written acceptance of the same by LESSEE, which acceptance
shall not be unreasonably withheld.
2.2 FIT-OUT WORKS. - LESSOR will effect the construction of the fit-out works
based on plans and specifications prepared strictly in accordance with the
guidelines and details supplied by LESSEE, a copy of which is hereto attached as
Annex "E". LESSOR will appoint and engage the services of Takasago Philippines,
Inc to that effect.
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2.3 APPROVAL OF PLANS AND SPECIFICATIONS. - Immediately after the execution of
this Agreement, LESSOR will cause the preparation of the plans and
specifications of the one-storey building facility and fit-out works, and
complete the same within a period of fifteen (15) calendar days thereafter. Upon
completion of the plans and specifications LESSOR will submit the same to LESSEE
for its review and approval. Any changes on or deviation from the approved plan
and specifications will be considered either as additive or deductive work and
will be the basis for the adjustment of the contract price and the completion
time of the project to be mutually agreed upon by the parties. LESSOR will not
be held responsible in any manner whatsoever for the delay that may result from
such deductive or additive work.
2.4 MANAGEMENT AND SUPERVISION (ONE-STOREY BUILDING). - LESSOR will be primarily
responsible for managing and supervising the planning, design and construction
of the one- storey building facility LESSOR shall secure or cause to be secured
all permits, authorizations or licenses required by law, ordinance or regulation
in connection with the construction of the one-storey building facility. The
selection of other construction contractors, architect and other consultants to
be employed for the construction of the one-storey building facility as well as
the determination of the terms of their employment will be the exclusive
prerogative of LESSOR, who shall be responsible for their work.
2.5 MANAGEMENT AND SUPERVISION (FIT-OUT WORKS). -
LESSOR herewith appoints LESSEE, who accepts, as responsible for managing
and supervising the planning, design and construction of the fit-out works;
provided, however, that LESSOR will appoint and engage the services of Takasago
Philippines, Inc. to undertake the construction of the fit-out works. LESSEE's
acceptance is expressly conditioned on the following:
a) LESSEE's written approval of the terms of the contract between ILO
and Takasago regarding the fit-out works (the "Fit-Out Agreement"),
b) LESSOR's agreement to cooperate fully with LESSEE in enforcing the
terms of the Fit-Out Agreement against Takasago, including, but not
limited to, withholding payment and/or commencing legal action,
c) The inclusion of the following clause (or its substantive
equivalent) in the contract between ILO and Takasago regarding the
fit-out works:
ILO and Takasago agree that AMI Semiconductor Philippines, Inc. ("AMIS")
is a party in interest in this Agreement and, therefore, is hereby given any and
all necessary legal standing and right to enforce the terms of this Agreement.
LESSEE shall be responsible for maintaining the budget and timing of
the fit-out works. LESSORS role in the fit-out works will be limited to the
payment of contractors, as specified in Section 2.7, upon acceptance of their
works by LESSEE and the other obligations set forth herein. LESSOR shall secure
or cause to be secured all permits, authorizations or licenses required by law,
ordinance or regulation in connection with the construction of the fit-
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out works. LESSOR shall indemnify and hold harmless LESSEE with respect to any
claim brought against LESSEE alleging a breach of contract by LESSOR of any
contract relating to the fit-out works.
2.6 COORDINATION OF CONSTRUCTION. Representatives of LESSOR, LESSEE and Takasago
Philippines, Inc. will meet once a week or as often as necessary for the purpose
of monitoring and evaluating the progress of work, as well as sorting out
problems or issues encountered in the course of the construction. The parties
may formulate and lay down the rules for the orderly, efficient and effective
conduct of such coordination meetings. Upon the promulgation of such rules the
parties hereto will strictly adhere to and faithfully abide by such rules. When
the completed portions of the buildings and the fit-out works comply to LESSEE's
specifications, LESSEE shall certify such in writing to the LESSOR.
2.7 COSTS AND EXPENSES. - All costs and expenses to be incurred in the
construction of the one-storey building facility will be for the exclusive
account of LESSOR. Similarly, LESSOR will bear the costs and expenses for the
construction of the fit-out works, but only to the extent of United States
Dollars: Five Million (US $ 5,000,000.00). Costs and expenses beyond the said
amount will be for the account of LESSEE, but only up to a total maximum amount
of Nine Hundred Thousand United States Dollars (US $ 900,000.00) exclusive of
duties,taxes and exclusive of LESSEE initiated changes or deviations from the
approved plans and to the extent such costs and expenses are agreed to by LESSEE
in writing. Payment of these Nine Hundred Thousand United States Dollars (US
$900,000) will be to Takasago Philippines, Inc. directly as compensation for the
acquisition of certain high-value facility equipment, to be identified as
LESSEE's property. LESSOR will contractually limit the costs and expenses of the
total fit-out works within United States Dollars: Five Million Nine Hundred
Thousand (US $5,900,000.00), exclusive of duties and taxes relative to the
importation of needed equipment for the fit-out works, which duties and taxes
shall be the exclusive responsibility of LESSEE, and exclusive of LESSEE
initiated changes or deviations from the approved plans and to the extent such
costs and expenses are agreed to by LESSEE in writing. LESSOR will also
cooperate with LESSEE, PEZA and others in securing exemptions or reductions in
the duties and taxes of imported equipment to be installed as part of the
fit-out works.
3 REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF LESSOR. - LESSOR hereby represents and
warrants to LESSEE as follows:
3.1.1 It is a corporation duly organized and validly existing in good
standing under the laws of the Republic of the Philippines and has
all the corporate powers and authority to carry on its business as
now being conducted.
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3.1.2 It has full power, authority and legal right to execute, deliver and
comply with the terms and conditions of this Agreement.
3.1.3 The execution and delivery of this Agreement and its compliance
therewith have been duly and validly authorized under its Articles
of Incorporation and By-Laws and will not violate, be in conflict
with or constitute breach or default under any agreement or
instrument binding upon the party.
3.1.4 All corporate actions necessary to validate or enforce the execution
and delivery by the LESSOR and its compliance therein have been duly
taken and this Agreement once executed, will constitute valid,
binding, direct and unconditional obligations of the LESSOR.
3.1.5 There is no pending or threatened court action or administrative
proceeding against the LESSOR in any jurisdiction which has not been
communicated by the LESSOR and which enjoin or otherwise adversely
affect the execution, delivery or performance of this Agreement.
3.1.6 No event has occurred and is continuing which constitutes a default
by LESSOR under or in respect of any agreement binding upon the
LESSOR and no event has occurred which with the giving of notice,
lapse of time or both would constitute a default by LESSOR in
respect of such agreement.
3.1.7 It is conducting its business and operations in compliance with the
applicable laws and regulations of government authorities.
3.2 REPRESENTATIONS AND WARRANTIES OF LESSEE. - LESSEE hereby represents and
warrants to LESSOR as follows:
3.2.1 It is a corporation duly organized and validly existing in good
standing under the laws of the Republic of the Philippines and has
all the corporate powers and authority to carry on its business as
now being conducted.
3.2.2 It has full power, authority and legal right to execute, deliver and
comply with the terms and conditions of this Agreement.
3.2.3 The execution and delivery of this Agreement and its compliance
therewith have been duly and validly authorized under its Articles
of Incorporation and By-Laws and will not violate, be in conflict
with or constitute breach or default under any agreement or
instrument binding upon the party.
3.2.4 All corporate actions necessary to validate or enforce the execution
and delivery by LESSEE and its compliance therein have been duly
taken and this Agreement once executed, will constitute valid,
binding, direct and unconditional obligations to the LESSEE.
page 12
3.2.5 There is no pending or threatened court action or administrative
proceeding against the LESSEE in any jurisdiction which has not been
communicated by the LESSEE and which enjoin or otherwise adversely
affect the execution, delivery or performance of this Agreement.
3.2.6 No event has occurred and is continuing which constitutes a default
by the LESSEE under or in respect of any agreement binding upon the
LESSEE and no event has occurred which with the giving of notice,
lapse of time or both would constitute a default by the LESSEE in
respect of such agreement.
3.2.7 It is conducting its business and operations in compliance with the
applicable laws and regulations of government authorities.
3.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. - The representations and
warranties of each of the parties hereto will survive the execution of this
Agreement and will continue to be in effect notwithstanding the execution of any
further agreement or any reference to the time within which certain acts are to
be performed.
4 DEFAULT PROVISIONS
4.1 EVENTS OF DEFAULT BY LESSEE. - LESSEE will be considered in default under
this Agreement if it:
4.1.1 will be in default under any provisions of this Agreement and such
default continues for a period of ninety (90) days after notice
thereof by LESSOR; or
4.1.2 applies for or consents to the appointment of a receiver, trustee or
liquidator of all or a substantial part of its assets, admits in
writing its inability to pay its debts generally as they become due,
makes a general assignment for the benefit of creditors, seeks an
arrangement with creditors or takes advantage of any insolvency
proceeding, or if any order, judgment or decree is entered by any
court of competent jurisdiction on the application of a creditor
declaring the defaulting party insolvent or approving a petition for
liquidation or seeking reorganization of the defaulting party of all
or a substantial part of its assets and such order, judgment or
decree continues unsatisfied and in effect for a period of sixty
(60) consecutive days after the date of such order, judgment or
decree.
4.2 EVENTS OF DEFAULT BY LESSOR. - LESSOR will be considered in default under
this Agreement if it:
4.2.1 will be in default under any provisions of this Agreement, and such
default continues for a period of ninety (90) days after notice
thereof by LESSEE; or
page 13
4.2.2 applies for or consents to the appointment of a receiver, trustee or
liquidator of all or a substantial part of its assets, admits in
writing its inability to pay its debts generally as they become due,
makes a general assignment for the benefit of creditors, seeks an
arrangement with creditors or takes advantage of any insolvency
proceeding, or if any order, judgment or decree is entered by any
court of competent jurisdiction on the application of a creditor
declaring the defaulting party insolvent or approving a petition for
liquidation or seeking reorganization of the defaulting party of all
or a substantial part of its assets and such order, judgment or
decree continues unsatisfied and in effect for a period of sixty
(60) consecutive days after the date of such order, judgment or
decree.
4.3 DEFAULT REMEDIES FOR LESSOR. - Upon the occurrence of an event of default by
the LESSEE, the LESSOR will be entitled to exercise any, some or all of the
following remedies:
4.3.1 Terminate this Agreement by serving written notice to the LESSEE of
the LESSOR's intention to terminate at least thirty (30) calendar
days prior to the intended date of termination.
4.3.2 Proceed immediately against the payment guarantee bond specified in
Section 6.11 of this Agreement.
4.4 DEFAULT REMEDIES FOR LESSEE. - Upon the occurrence of an event of default by
the LESSOR, the LESSEE will be entitled to exercise any, some or all of the
following remedies:
4.4.1 Terminate this Agreement by serving written notice to the LESSOR of
the LESSEE's intention to terminate at least thirty (30) calendar
days prior to the intended date of termination. If the LESSEE
decides to terminate this Agreement pursuant to this subsection
4.4.1, LESSOR shall return the full amount of the security deposit
to LESSEE immediately.
4.4.2 Remedy the breach itself and deduct apply any costs and damages
against the rent due to the LESSOR hereunder.
5 TERMINATION
5.1 GROUNDS FOR TERMINATION. - This Agreement may be terminated upon:
5.1.1 the expiration of its term or any extension thereof; or
page 14
5.1.2 the occurrence of an event of default as specified in Section 4.1 or
4.2 hereof and the exercise of the remedy of termination specified
in Section 4.3 or 4.4 of this Agreement; or
5.1.3 the mutual agreement between the parties to terminate this Agreement
prior to the expiration of the term or any extension thereof.
5.1.4 The total or substantial destruction of the Leased Premises and
subsequent decision of LESSOR not to reconstruct as specified in
Section 1.14.
5.2 NO PRE-TERMINATION OF LEASE. In consideration of LESSOR undertaking the
expansion of the one-storey building facility and the fit-out works in
accordance with the LESSEE's specifications, the LESSEE undertakes not to
terminate the lease during the construction period and until the end of the term
of lease, for any other reason than specified in Sections 4.2 or 5.1, nor to
furnish justifiable ground (in accordance with Section 4) for the LESSOR to
terminate the lease before the end of its term. In the event that the LESSEE
pre-terminates the lease (other than pursuant to Sections 4.2 or 5.1), or the
LESSOR terminates the lease in accordance with Section 4.1 hereof, the rent for
the remaining lease period shall immediately become due and payable. The LESSOR
shall also immediately be entitled to claim the amount of the bank guarantee to
answer for the obligations of LESSEE.
6 GENERAL PROVISIONS
6.1 LIABILITY FOR SUITS, ETC. - The LESSEE and LESSOR shall indemnify the other
party against all actions, suits, damages and claims whatsoever that may be
brought or made by reason of the non-performance or non-compliance by it or any
of its employees, agents, tenants, visitors, guests, or other persons within the
Leased Premises, with the applicable, existing rules, regulations, ordinances or
laws,
6.2 REAL PROPERTY TAXES AND OTHER ASSESSMENTS. - Real property taxes on the land
and the building structure existing thereon shall be for the account of the
LESSOR. However, real property taxes on improvements, equipment or machinery
introduced (including the equipment and improvements in the fit-out works plan
as specified or required by the LESSEE) or brought in by the LESSEE into the
Leased Premises shall be for the account of the LESSEE.
6.3 INSURANCE. - The parties hereby mutually agree that the LESSOR shall
continue to have an insurable interest in the Leased Premises, while the LESSEE
shall have insurable interest on the improvements, equipment and stocks that it
may introduce or bring into the Leased Premises. For this reason, the LESSOR
shall be authorized to procure insurance on the building at such amounts and
values it may determine necessary to protect its interest. The LESSEE, on the
other hand, shall be authorized to procure such
page 15
insurance against damage to its improvements, equipment and stocks in such
amount or amounts, as it may deem necessary to protect its interest. The LESSEE
shall provide insurance coverage for the fit-out works.
6.4 LESSOR'S RIGHT TO ASSIGN. - The LESSOR may assign, transfer, sell or cede
all its rights under this lease; provided that, the rights of the LESSEE shall
be respected by the transferee or assignee of the LESSOR. In the event the
LESSOR shall sell, assign or otherwise dispose of the Leased Premises, the
LESSOR warrants to contractually bind the purchaser or assignee to take title to
the Leased Premises subject to the rights of the LESSEE under this Contract, and
to honor this Contract.
6.5 SUBLEASE OR TRANSFER OF RIGHTS. - LESSEE shall not, without the prior
written consent of LESSOR, assign or transfer its rights to this Contract and no
right, title or interest thereto or therein shall be conferred on or vested in
the transferee without such written consent, which shall not be unreasonably
withheld.
The LESSEE may sublease the Leased Premises or any part thereof, subject
to LESSOR's prior written consent which shall not be unreasonably withheld;
provided that, the LESSEE shall continue to be liable to the LESSOR on payments
of stipulated rental and to perform all other terms and conditions of this
Contract.
6.6 UTILITIES. - The LESSEE shall pay for its own account the association dues,
garbage fees, telephone, water, electricity, sewer and all other services
connected with the Leased Premises during the term of this Contract. The LESSEE
shall enter into necessary contracts of service with the utility companies
concerned.
A). ASSOCIATION/PEZA/CUSTOMS DUES - LESSOR will xxxx LESSEE on a
monthly basis, the association dues imposed by CARMELRAY INDUSTRIAL PARK
II and PEZA. Association dues will be calculated based upon the area of
the Leased Premises.
B). WATER CHARGES - LESSOR will xxxx LESSEE on a monthly basis, the
water charges based on the submeter reading for the area of leased
property. Payments for association dues and water charges should be
received by LESSOR at its principal office within fifteen (15) working
days from LESSEE's receipt of billing and without the necessity of demand
or the services of a collector.
C). ADDITIONAL UTILITIES/ CONNECTIONS - The installation of
additional electric, water, telephone and/or teletype connections on the
Leased Premises shall be for the account and expense of the LESSEE and may
be made only after obtaining the written consent and approval of the
LESSOR, which consent shall not be unreasonably withheld. Uniform standard
electric fixtures found in the Leased Premises at the commencement of the
lease have been supplied by the LESSOR; therefore, any replacement thereof
shall be at the expense of the LESSEE.
page 16
6.7 INJURY OR DAMAGE. - The LESSOR shall not be responsible for any
injury/damage to the LESSEE, its employees or agents, and for any loss to its
property, or to third persons, tenants, guests, visitors or other individuals
while remaining either casually or on business in any part of the Leased
Premises and on the sidewalk and street area surrounding the Leased Premises
from any not resulting from a breach by LESSOR of its obligations hereunder or
the negligence of LESSOR or its employees, agents, tenants (other than LESSEE)
guests or visitors The LESSEE shall not be responsible for any injury/damage to
the LESSOR, its employees or agents, and for any loss to its property, or to
third persons, tenants, guests, visitors or other individuals while remaining
either casually or on business in any part of the Leased Premises and on the
sidewalk and street area surrounding the Leased Premises from any not resulting
from a breach by LESSEE of its obligations hereunder or the negligence of LESSEE
or its employees, agents, guests or visitors
The LESSOR shall not be liable nor responsible for:
a) the presence of bugs, vermin, ants, termites, insects, if any, in
the Leased Premises. The LESSEE is required to make a reasonable effort to
free the Leased Premises of their presence.
b) the failure of water supply, electric current and/or
communications system due to causes beyond its control.
c) any damage done or occasioned by, or arising from plumbing, gas,
water, and/or other pipes, or air conditioning system, elevators, water
pumps, generator, or the bursting, leaking or destruction of any cistern,
tank, wash stand, water closet or waste pipe in, above, upon or about said
Leased Premises, nor for a any damages arising from acts of negligence,
agents, tenants, visitors, guests, or any and all other persons within the
Leased Premises, unless such damage is caused by the negligence or fault
of the LESSOR, its employees, tenants (other than LESSEE) and agents.
6.8 INSPECTION OF PREMISES. - The LESSOR or its authorized representatives shall
have the right to enter the Leased Premises upon 24 hours prior notice to LESSEE
at any reasonable time to view and examine the same, or for any purposes which
it may deem necessary, such as, for the operation, maintenance and protection of
the Leased Premises and, during the last six (6) months of the lease, to exhibit
the Leased Premises to prospective tenants. In cases of emergency, the
notification requirement will be waived.
6.9 ACCESS FOR REPAIRS, ETC. - Upon a 24 hours prior notice, the LESSEE shall at
all reasonable times allow and give access to the LESSOR to the Leased Premises
for the purpose of making repairs, or to undertake all works necessary for the
preservation, conservation, improvement or decoration of the Leased Premises or
any part thereof. No compensation or
page 17
claim shall be allowed against the LESSOR by reason of inconvenience, annoyance
or injury to the LESSEE's business that may arise by virtue of undertaking any
work under this provision, provided, however, that LESSOR shall take all
reasonable steps to avoid any such inconvenience, annoyance or injury.
6.10 RETURN OF LEASED PREMISES. - The LESSEE agrees to return and surrender the
Leased Premises at the expiration of the term or termination of this Contract in
as good condition as reasonable wear and tear will permit and without any delay
whatsoever, devoid of all occupants, furniture, articles and effects of any kind
other than such partitions, alterations, installations, additions or
improvements authorized by LESSOR, ownership over which accrues in favor of the
LESSOR in accordance with the provision of Clause 1.9 hereof.
6.11 PERFORMANCE BOND. Within fifteen (15) calendar days from the execution of
this Contract, the LESSEE will procure and maintain during the subsistence of
this Contract, a payment guarantee bond in such form as is set forth in Annex
"F" to this Contract and in the amount of Six Million United States Dollars (US
$6,000,000.00) as security for the full and timely payment of the LESSEE's
monetary obligations under this Contract; provided that, the LESSOR shall bear
the cost of the premium for such bond (estimated at 1% of the bond value
annually). The payment guarantee bond will be obtained from a reputable
financial company/ies. The amount of the bond will decrease over time,
proportionate to the remaining number of years of the lease agreement. The bond
shall answer for debts due and unpaid for more than ninety days under this
Contract. Resort to or action against the bond by the LESSOR shall be in
addition to the other remedies available to the LESSOR under this Contract, or
at law or equity.
6.12 DISTURBANCE OF POSSESSION. - LESSOR warrants the peaceful possession and
enjoyment of the Leased Premises by the LESSEE, except against disturbance
and/or discontinuance of possession caused by acts beyond the control of the
LESSOR such as war, civil disturbance, and strikes, or those resulting from the
LESSEE's own fault. The LESSOR shall indemnify the LESSEE from claims, suits and
proceedings, actions and demands of third parties claiming title, possession or
any other interest in respect of the Leased Premises or any portion thereof, and
from damages arising therefrom.
6.13 NO WAIVER. - The failure of either party to insist upon a strict
performance of any of the terms, conditions, and covenants hereof shall not be
deemed a relinquishment or waiver of any right or remedy that said party may
have nor shall it be construed as a waiver or any subsequent breach or default
of the terms, conditions and covenants hereof, which terms and conditions and
covenants shall continue to be in full force and effect. No waiver by either
party of any rights under this Contract shall be deemed to have been made unless
expressed in writing and signed by such party.
page 18
6.14. TAXES AND FEES. - The stipulated amounts for rent are exclusive of taxes
(but inclusive of rent withholding tax) and other government fees which are
incident to the lease and chargeable to the LESSEE such as but not limited to
documentary stamp tax, registration fees, PEZA fees and other governmental
taxes.
6.15 NOTICES. - All notices, correspondence or processes required or permitted
to be given hereunder shall be in writing and transmitted to the other party by
personal delivery or registered mail at the addresses indicated below, or at
such other addresses as may be subsequently notified by such party:
ILO LAND, INC.
3rd Floor, ILO Building 000 X. Xxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxxx
Attention: XX. XXXXXXX X. XXX
Chairman
AMI SEMICONDUCTOR PHILIPPINES, INC.
9701 Dr. A Xxxxxx Avenue, Paranaque City,
Metro Manila, Philippines
Attention: XX. XXXXXXXXXXX X. XXXXXX
President
6.16 ENTIRE AGREEMENT; AMENDMENT. - With the exception of the Memorandum of
Agreement between LESSOR, LESSEE and Takasago Philippines, Inc., executed on the
same day as this Contract, this Contract supersedes and renders void any and all
other agreements and understanding, oral and/or written, previously entered into
between the parties herein mentioned, and this Contract may not hereafter be
modified or altered except by instrument in writing duly signed by the parties
hereof.
6.17 BINDING EFFECT. - The parties hereto have read and understood the terms,
conditions and stipulations of this Contract herein contained and hereby express
their conformity thereto; all stipulations and agreements herein contained shall
be binding upon, apply and inure to the benefit of, the heirs, successors,
executors, administrators or assigns, respectively, of the LESSOR and the
LESSEE.
6.18 PARTIAL INVALIDITY. - The invalidity or unenforceability of a provision
hereof shall not affect or impair the other provisions hereof which otherwise
can be given full force and effect.
6.19 CUMULATIVE REMEDIES. - All remedies granted to either party under this
Contract or elsewhere shall be deemed cumulative and non-exclusive.
page 19
6.20 GOVERNING LAW AND COURT JURISDICTION. - This Agreement shall be construed,
interpreted and applied in accordance with the laws of the Republic of the
Philippines. The pertinent court/s of Quezon City shall have sole jurisdiction
and venue over all controversies which may arise with respect to the execution,
interpretation and compliance with/of this Agreement
IN WITNESS WHEREOF, the parties hereto have signed these presents at the
place and on the date first above written.
ILO LAND INC. AMI SEMICONDUCTOR
PHILIPPINES, INC.
LESSOR LESSEE
By: By:
XXXXXXX X. XXX XXXXXXXX X. XXXXXX
Chairman Executive Director of Finance
SIGNED IN THE PRESENCE OF:
________________________ ________________________
page 00
XXXXXXXXXXXXXX
XXXXXXXX XX XXX XXXXXXXXXXX)
XXXXXX XXXX ) S.S.
BEFORE ME, a Notary Public and for Quezon City, Metro Manila, Philippines,
personally appeared:
NAME CTC & TIN NO. DATE/PLACE ISSUED
--------------------------------------------------------------------------------
Xxxxxxx X. Xxx RC# 12350106 Feb. 9, 2004 at Manila
ILO Land Inc. CTC#00091588 Feb. 3, 2004, Calamba
Laguna
Xxxxxxxx X. Xxxxxx RC# 01494313 Mar. 25, 2004,
Paranaque City
AMI Semiconductor CTC#00085962 Jan. 19, 2004,
Philippines Inc. Paranaque City
Both known to me and to me known to be the same persons who executed the
foregoing instrument and they acknowledged to me that the same is their free and
voluntary act and deed, as well as the free and voluntary act and deed of the
corporations they respectively represents.
This document refers to a Contract of Lease over a building described
therein, together with all the equipment found and existing thereof, consisting
of Twenty One (21) pages, including this page on which the acknowledgement
clause is written, signed by the parties and their instrumental witnesses at the
bottom of the same and on the left-hand margin of each and every page hereof,
and has been sealed with my official seal.
WITNESS MY HAND AND SEAL this ____________ day of ____________, 200__ at
____________, Metro Manila, Philippines.
NOTARY PUBLIC
Doc. No. _____
Page No. _____
Book No. _____
Series of ____
page 21
Amendment 1 to Contract of Lease
AMENDMENT 1 TO THE CONTRACT OF LEASE
executed January 13, 2005 (the "Contract")
KNOW ALL MEN BY THESE PRESENTS:
ILO LAND, INC., a domestic corporation duly organized and existing
under the laws of the Republic of the Philippines with office address at
the 3rd Floor, ILO Building, 195 X. Xxxxxxx Avenue, Quezon City,
represented in this act by its Chairman, Xxxxxxx X. Xxx, and hereinafter
referred to as the LESSOR;
- and -
AMI SEMICONDUCTOR PHILIPPINES, INC., a corporation duly organized
and existing under the laws of the Republic of the Philippines with
address at 9701 Xx. X. Xxxxxx Ave., Paranaque City, represented in this
act by its President, Xxxxxxxxxxx X. Xxxxxx, and hereinafter referred to
as the LESSEE;
W I T N E S S E T H :
Whereas LESSOR and LESSEE, along with Takasago Philippines, Inc. are a party to
that certain Memorandum of Agreement signed by and between them on January 13,
2005, which relates to the construction of the "Fit-Out Works" for the Leased
Premises, referenced in Section 2.0 of this Contract,
Whereas, that Memorandum of Agreement and the provisions of Section 2.0 hereof,
most specifically Section 2.7, assumed that LESSOR would pay $5,000,000 of the
expenses associated with the Fit-Out Works and LESSEE would pay $900,000 of such
expenses,
Whereas LESSOR and LESSEE have now agreed to modify this arrangement so that
LESSEE pays an increased amount of the expenses associated with the Fit-Out
Works in exchange for a reduction in rent under this Contract,
NOW THEREFORE, LESSOR and LESSEE hereby agree to the following amendments to the
Contract :
page 1 of 4
Amendment 1 to Contract of Lease
Section 1.6 A of the Contract is deleted and replaced with the following:
A. From January 1, 2005 to December 31, 2005
No rent shall be due until December 31, 2005. The prepaid rent for the
period from January 1, 2005 until December 31, 2005 in the amount of
US $965,356.00 (net of 5% withholding tax), shall be reimbursed by LESSOR
to LESSEE on April 15, 2005.
Section 2.7 of the Contract is deleted and replaced with the following:
2.7 COSTS AND EXPENSES. - All costs and expenses to be incurred in the
construction of the one-storey building facility will be for the exclusive
account of LESSOR. Similarly, LESSOR will bear the costs and expenses for
the construction of the fit-out works, but only to the extent of United
States Dollars: Three Million Nine Hundred Eighty Three Thousand Eight
Hundred Thirty Six(US $ 3,983,836.00). Costs and expenses beyond the said
amount will be for the account of LESSEE, but only up to a total maximum
amount of One Million Nine Hundred Sixteen Thousand Xxx Xxxxxxx Xxxxx Xxxx
Xxxxxx Xxxxxx Dollars (US $ 1,916,164.00) exclusive of duties,taxes and
exclusive of LESSEE initiated changes or deviations from the approved
plans and to the extent such costs and expenses are agreed to by LESSEE in
writing. Payment of these of One Million Nine Hundred Sixteen Thousand Xxx
Xxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxx Dollars (US $1,916,164.00) will be to
Takasago Philippines, Inc. directly as compensation for the acquisition of
certain high-value facility equipment, to be identified as LESSEE's
property. LESSOR will contractually limit the costs and expenses of the
total fit-out works within United States Dollars: Five Million Nine
Hundred Thousand (US $5,900,000.00), exclusive of duties and taxes
relative to the importation of needed equipment for the fit-out works,
which duties and taxes shall be the exclusive responsibility of LESSEE and
exclusive of LESSEE initiated changes or deviations from the approved
plans and to the extent such costs and expenses are agreed to by LESSEE in
writing. LESSOR will also cooperate with LESSEE, PEZA and others in
securing exemptions or reductions in the duties and taxes of imported
equipment to be installed as part of the fit-out works.
IN WITNESS WHEREOF, the parties hereto have signed these presents on
______________, 2005.
page 2 of 4
Amendment 1 to Contract of Lease
ILO LAND INC. AMI SEMICONDUCTOR
PHILIPPINES, INC.
LESSOR LESSEE
By: By:
XXXXXXX X. XXX XXXXXXXXXXX X. XXXXXX
Chairman President
SIGNED IN THE PRESENCE OF:
_______________________ ________________________
page 3 of 4
Amendment 1 to Contract of Lease
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
QUEZON CITY ) S.S.
BEFORE ME, a Notary Public and for Quezon City, Metro Manila, Philippines,
personally appeared:
NAME CTC & TIN NO. DATE/PLACE ISSUED
--------------------------------------------------------------------------------
Xxxxxxx X. Xxx RC#00002117 Jan. 4, 2005 at QC
Xxxxxxxxxxx Xxxxxx
Both known to me and to me known to be the same persons who executed the
foregoing instrument and they acknowledged to me that the same is their free and
voluntary act and deed, as well as the free and voluntary act and deed of the
corporations they respectively represents.
This document refers to a Contract of Lease over a building described
therein, together with all the equipment found and existing thereof, consisting
of Four (4) pages, including this page on which the acknowledgement clause is
written, signed by the parties and their instrumental witnesses at the bottom of
the same and on the left-hand margin of each and every page hereof, and has been
sealed with my official seal.
WITNESS MY HAND AND SEAL this ____________ day of___________, 200__ at
___________, Metro Manila, Philippines.
NOTARY PUBLIC
Doc. No. _____
Page No. _____
Book No. _____
Series of ____
page 4 of 4
