EXHIBIT 10.4
[Net Lease]
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Agreement") entered into by and between Bancomer,
S.A., Institucion de Banca Multiple Grupo Financiero ("Bancomer") represented by
SCI Mexico Industrial Trust, represented herein by its Senior Vice President,
Xx. Xxxxxx X. Xxxxx (hereinafter referred to as the "Landlord") and by Calzado
Deportivo xx Xxxxxxx, X.X. de C.V., represented herein by its President, Xx.
Xxxxx Xxxx (hereinafter referred to as the "Tenant"), in accordance with the
following Recitals and Clauses:
RECITALS
I. The Landlord hereby states that:
(A) Bancomer is a credit institution organized in conformance with the laws
of the United States of Mexico.
(B) Bancomer has granted a power of attorney in favor of SCI Mexico
Industrial Trust to negotiate and to execute this Agreement in accordance with
that certain Power of Attorney Public Deed No. 2994, Volume XI, Book 4
Monterrey, Nuevo Xxxx granted before Lic. Xxxx Xxxxxx Xxxx Xxxxxxxx, Xxxxxxx
Publico, Titular de la Notaria Publica No. 111, dated October 31, 1997.
(C) SCI Mexico Industrial Trust is a real estate investment trust duly
formed and existing pursuant to the laws of Maryland, United States of America,
and SCI Mexico Industrial Trust has established a Trust in Mexico to hold its
interest in real estate located within Mexico.
(D) SCI Mexico Industrial Trust is the beneficial owner of the Property and
Premises hereafter described (the "Premises")
Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx 0, Xxxxxxx, Xxxxxx
and shall include, without limitation, all improvements constructed or to be
constructed thereon, together with all of Landlord's rights, interests and
appurtenances thereto belonging in any way incident or appertaining to the
Premises.
(E) Landlord desires to lease the Premises to the Tenant under the terms
and conditions hereinafter set forth.
II. The Tenant hereby states that:
(A) It is a corporation duly incorporated and existing pursuant to the laws
of the Mexican United States, as per Deed Number ____________ of Volume _____,
granted on the ____ day of the month of __________ of 19__ before
________________________________, appointed notary public number _______ in the
________ Judicial District, State of ____________, Mexico.
(B) Tenant wishes to lease the Premises under the terms and provisions of
this Agreement.
III. Both parties declare that in the execution hereof there has been no error,
violence, bad faith, nor duress amongst them and that their respective
representatives have sufficient authority to execute this Agreement, same
authority which has not been revoked, diminished or limited in any way.
HAVING STATED THE ABOVE, THE PARTIES AGREE ON THE FOLLOWING:
CLAUSES
Premises: The portion of the Building, containing approximately 100,948
rentable square feet, as determined by Landlord, as shown on
Exhibit A.
PROJECT: Xxxxxxx Industrial Center
BUILDING: Reynosa Industrial Center Building 3
TENANT'S PROPORTIONATE TENANT'S PROPORTIONATE
SHARE OF PROJECT: 23.9% SHARE OF BUILDING: 100%
LEASE TERM: Beginning on the Commencement Date and ending on
the last day of the 120th full calendar month
thereafter.
COMMENCEMENT DATE: The later of July 1, 1998 or six (6) months
following the approval of plans and specifications
by Landlord and Tenant.
INITIAL MONTHLY BASE RENT
(IN ADDITION TO VALUE ADDED TAX): $41,052.19
INITIAL ESTIMATED MONTHLY
OPERATING EXPENSE PAYMENTS: 1. Utilities: $ 0
(estimates only and subject
to adjustment to actual costs 2. Common Area Charges: $ 2,523.70
and expenses according to the
provisions of this Lease) 3. Insurance: $ 841.23
(net of value added tax)
4. Property Taxes: $ 336.49
5. Others: $ 1,345.97
TOTAL INITIAL ESTIMATED
MONTHLY OPERATING EXPENSE PAYMENTS
(IN ADDITION TO VALUE ADDED TAX): $ 5,047.39
INITIAL MONTHLY BASE RENT AND
OPERATING EXPENSE PAYMENTS
(IN ADDITION TO VALUE ADDED TAX): $46,099.58
SECURITY DEPOSIT: $41,052.19
BROKER: None
Addenda: Addendum One (Base Rent Adjustments), Addendum Two
(Construction Allowance), Exhibit A (Site Plan) and
Guaranty
1. GRANTING CLAUSE. In consideration of the obligation of Tenant to pay rent
as herein provided and in consideration of the other terms, covenants, and
conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord,
the Premises, subject to the terms, covenants and conditions of this Lease.
2. ACCEPTANCE OF PREMISES. Tenant shall accept the Premises in its condition
as of the Commencement Date, subject to all applicable laws, ordinances,
regulations, covenants and restrictions. Landlord has made no representation or
warranty as to the suitability of the Premises for the conduct of Tenant's
business, and Tenant waives any implied warranty that the Premises are suitable
for Tenant's intended purposes. Except as provided in Paragraph 10, in no event
shall Landlord have any obligation for any defects in the Premises or any
limitation on its use. The taking of possession of the Premises shall be
conclusive evidence that Tenant accepts the Premises and that the Premises were
in good condition at the time possession was taken except for items that are
Landlord's responsibility under Paragraph 10 and any punchlist items agreed to
in writing by Landlord and Tenant.
3. USE. The Premises shall be used only for the purposes of receiving,
storing, shipping and selling (but limited to wholesale sales) products,
materials and merchandise made and/or distributed by Tenant, for light
manufacturing and assembly, and for such other lawful purposes as may be
incidental thereto; provided, however, with Landlord's
prior written consent, Tenant may also use the Premises for light manufacturing.
Tenant will use the Premises in a careful, safe and proper manner and will not
commit waste, overload the floor or structure of the Premises or subject the
Premises to use that would damage the Premises. Tenant shall not permit any
objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to
emanate from the Premises, or take any other action that would constitute a
nuisance or would disturb, unreasonably interfere with, or endanger Landlord or
any other tenants of the Project. Outside storage, including without limitation,
storage of trucks and other vehicles, is prohibited without Landlord's prior
written consent. Tenant, at its sole expense, shall use and occupy the Premises
in compliance with all laws, orders, judgments, ordinances, regulations, codes,
directives, permits, licenses, covenants and restrictions now or hereafter
applicable to the Premises (collectively, "Legal Requirements"). Tenant shall,
at its expense, make any alterations or modifications, within or without the
Premises, that are required by Legal Requirements related to Tenant's use or
occupation of the Premises. Tenant will not use or permit the Premises to be
used for any purpose or in any manner that would void Tenant's or Landlord's
insurance, increase the insurance risk, or cause the disallowance of any
sprinkler credits. If any increase in the cost of any insurance on the Premises
or the Project is caused by Tenant's use or occupation of the Premises, or
because Tenant vacates the Premises, then Tenant shall pay the amount of such
increase to Landlord. Any occupation of the Premises by Tenant prior to the
Commencement Date shall be subject to all obligations of Tenant under this
Lease.
4. BASE RENT. Tenant shall pay Base Rent in the amount set forth above, plus
the corresponding value added tax that may be due pursuant to Mexican or other
applicable law. The first month's Base Rent, the Security Deposit, and the
first monthly installment of estimated Operating Expenses (as hereafter defined)
shall be due and payable on the date hereof, and Tenant promises to pay to
Landlord in advance, without demand, deduction or set-off, monthly installments
of Base Rent and estimated Operating Expenses on or before the first day of each
calendar month succeeding the Commencement Date. Payments of Base Rent and
estimated Operating Expenses for any fractional calendar month shall be
prorated. All payments required to be made by Tenant to Landlord hereunder
shall be payable at such address and in such manner (including, without
limitation, bank wire transfer) as Landlord may specify from time to time by
written notice delivered in accordance herewith. The obligation of Tenant to
pay Base Rent and other sums to Landlord and the obligations of Landlord under
this Lease are independent obligations. Tenant shall have no right at any time
to xxxxx, reduce, or set-off any rent due hereunder except as may be expressly
provided in this Lease. If Tenant is delinquent in any monthly installment of
Base Rent or of estimated Operating Expenses for more than 5 days, Tenant shall
pay to Landlord on demand a late charge equal to 5 percent of such delinquent
sum. The provisions for such late charge shall be in addition to all of
Landlord's other rights and remedies hereunder or at law and shall not be
construed as a penalty. All payments required to be made by Tenant to Landlord
hereunder shall carry the corresponding value added tax, as applicable, which
shall be Tenant's obligation.
The Base Rent and any other amounts payable by Tenant to Landlord hereunder
may be paid in Dollars, currency of the United States of America or its
equivalent in Mexican currency, on the date payment is received by Landlord, at
the sell rate of exchange for debts denominated in foreign exchange and payable
in Mexico, published by the Banco de Mexico in the Official Daily of the
---------------
Federation on the date of payment. Should the amounts received by Landlord in
Mexican currency be less than the required United States of America equivalency
on the date of receipt, Tenant will, upon demand, pay the difference to
Landlord.
5. SECURITY DEPOSIT. The Security Deposit shall be held by Landlord, without
interest, as security for the performance of Tenant's obligations under this
Lease. The Security Deposit is not an advance rental deposit or a measure of
Landlord's damages in case of Tenant's default. Upon each occurrence of an
Event of Default (as hereinafter defined), Landlord may use all or part of the
Security Deposit to pay delinquent payments due under this Lease, and the cost
of any damage, injury, expense or liability caused by such
Event of Default, without prejudice to any other remedy provided herein or
provided by law. Tenant shall pay Landlord on demand the amount that will
restore the Security Deposit to its original amount. Landlord's obligation
respecting the Security Deposit is that of a debtor, not a trustee; no interest
shall accrue thereon. The Security Deposit shall be returned to Tenant when
Tenant's obligations under this Lease have been completely fulfilled. Landlord
shall be released from any obligation with respect to the Security Deposit upon
transfer of this Lease and the Premises to a person or entity assuming
Landlord's obligations under this Paragraph 5.
6. OPERATING EXPENSE PAYMENTS. During each month of the Lease Term, on the
same date that Base Rent is due, Tenant shall pay Landlord an amount equal to
1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant's
Proportionate Share (as hereinafter defined) of Operating Expenses for the
Project, plus the corresponding value added tax that may be due pursuant to
Mexican or other applicable law. Payments thereof for any fractional calendar
month shall be prorated. The term "Operating Expenses" means all costs and
expenses incurred by Landlord with respect to the ownership, maintenance, and
operation of the Project including, but not limited to costs of: Taxes (as
hereinafter defined) and fees payable to tax consultants and attorneys for
consultation and contesting taxes; insurance; utilities; maintenance, repair and
replacement of all portions of the Project, including without limitation, paving
and parking areas, roads, roofs, alleys, and driveways, mowing, landscaping,
exterior painting, utility lines, heating, ventilation and air conditioning
systems, lighting, electrical systems and other mechanical and building systems;
amounts paid to contractors and subcontractors for work or services performed in
connection with any of the foregoing; charges or assessments of any association
to which the Project is subject; property management fees payable to a property
manager, including any affiliate of Landlord, or if there is no property
manager, an administration fee of 15 percent of Operating Expenses payable to
Landlord; security services, if any; trash collection, sweeping and removal; and
additions or alterations made by Landlord to the Project or the Building in
order to comply with Legal Requirements (other than those expressly required
herein to be made by Tenant) or that are appropriate to the continued operation
of the Project or the Building, provided that the cost of additions or
alterations that are required to be capitalized for income tax purposes shall be
amortized on a straight line basis over a period equal to the lesser of the
useful life thereof for income tax purposes or 10 years. Operating Expenses do
not include costs, expenses, depreciation or amortization for capital repairs
and capital replacements required to be made by Landlord under Paragraph 10 of
this Lease, debt service under mortgages or ground rent under ground leases,
costs of restoration to the extent of net insurance proceeds received by
Landlord with respect thereto, leasing commissions, or the costs of renovating
space for tenants.
If Tenant's total payments of Operating Expenses for any year are less than
Tenant's Proportionate Share of actual Operating Expenses for such year, then
Tenant shall pay the difference to Landlord within 30 days after demand, and if
more, then Landlord shall retain such excess and credit it against Tenant's next
payments. For purposes of calculating Tenant's Proportionate Share of Operating
Expenses, a year shall mean a calendar year except the first year, which shall
begin on the Commencement Date, and the last year, which shall end on the
expiration of this Lease. With respect to Operating Expenses which Landlord
allocates to the entire Project, Tenant's "Proportionate Share" shall be the
percentage set forth on the first page of this Lease as Tenant's Proportionate
Share of the Project as reasonably adjusted by Landlord in the future for
changes in the physical size of the Premises or the Project; and, with respect
to Operating Expenses which Landlord allocates only to the Building, Tenant's
"Proportionate Share" shall be the percentage set forth on the first page of
this Lease as Tenant's Proportionate Share of the Building as reasonably
adjusted by Landlord in the future for changes in the physical size of the
Premises or the Building. Landlord may equitably increase Tenant's
Proportionate Share for any item of expense or cost reimbursable by Tenant that
relates to a repair, replacement, or service that benefits only the Premises or
only a portion of the Project or Building that includes the Premises or that
varies with occupancy or use. The estimated Operating Expenses for the Premises
set
forth on the first page of this Lease are only estimates, and Landlord makes no
guaranty or warranty that such estimates will be accurate.
7. UTILITIES. Tenant shall pay for all water, gas, electricity, heat, light,
power, telephone, sewer, sprinkler services, refuse and trash collection, and
other utilities and services used on the Premises, all maintenance charges for
utilities, and any storm sewer charges or other similar charges for utilities
imposed by any governmental entity or utility provider together with any Taxes,
penalties, surcharges or the like pertaining to Tenant's use of the Premises.
Landlord may cause at Tenant's expense any utilities to be separately metered or
charged directly to Tenant by the provider. Tenant shall pay its share of all
charges for jointly metered utilities based upon consumption, as reasonably
determined by Landlord. No interruption or failure of utilities shall result in
the termination of this Lease or the abatement of rent. Tenant agrees to limit
use of water and sewer for normal restroom use.
8. TAXES. Landlord shall pay all taxes, assessments and governmental charges
(collectively referred to as "Taxes") that accrue against the Project during the
Lease Term, which shall be included as part of the Operating Expenses charged to
Tenant. Landlord may contest by appropriate legal proceedings the amount,
validity, or application of any Taxes or liens thereof. All capital levies or
other taxes assessed or imposed on Landlord upon the rents payable to Landlord
under this Lease and any value added, franchise tax, any excise, transaction,
sales or privilege tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents from the Premises and/or the Project or any
portion thereof shall be paid by Tenant to Landlord monthly in full or in
estimated installments or upon demand, at the option of Landlord, as additional
rent; provided, however, in no event shall Tenant be liable for any net income
taxes imposed on Landlord unless such net income taxes are in substitution for
any Taxes payable hereunder. If any such Taxes are levied or assessed directly
against Tenant, then Tenant shall be responsible for and shall pay the same at
such times and in such manner as the taxing authority shall require. Tenant
shall be liable for all taxes levied or assessed against any personal property
or fixtures placed in the Premises, whether levied or assessed against Landlord
or Tenant.
9. INSURANCE. Landlord shall maintain all risk property insurance covering
the full replacement cost of the Building. Landlord may, but is not obligated
to, maintain such other insurance and additional coverages as it may deem
necessary, including, but not limited to, commercial liability insurance and
rent loss insurance. All such insurance shall be included as part of the
Operating Expenses charged to Tenant. The Project or Building may be included
in a blanket policy (in which case the cost of such insurance allocable to the
Project or Building will be determined by Landlord based upon the insurer's cost
calculations). Tenant shall also reimburse Landlord for any increased premiums
or additional insurance which Landlord reasonably deems necessary as a result of
Tenant's use of the Premises.
Tenant, at its expense, shall maintain during the Lease Term: all risk
property insurance included in the so-called "Extended Coverage" rider in Mexico
covering the full replacement cost of all property and improvements installed or
placed in the Premises by Tenant at Tenant's expense; and commercial liability
insurance, with a minimum limit of US$1,000,000 per occurrence and a minimum
umbrella limit of US$1,000,000, for a total minimum combined general liability
and umbrella limit of US$2,000,000 (together with such additional umbrella
coverage as Landlord may reasonably require) for property damage, personal
injuries, or deaths of persons occurring in or about the Premises. Landlord may
from time to time require reasonable increases in any such limits. The
commercial liability policies shall name Landlord as an additional insured,
insure on an occurrence and not a claims-made basis, be issued by insurance
companies which are reasonably acceptable to Landlord, not be cancelable unless
30 days prior written notice shall have been given to Landlord, contain a
hostile fire endorsement and a contractual liability endorsement and provide
primary coverage to Landlord (any policy issued to Landlord providing duplicate
or similar coverage shall be deemed excess over Tenant's
policies). Such policies or certificates thereof shall be delivered to Landlord
by Tenant upon commencement of the Lease Term and upon each renewal of said
insurance.
The all risk property insurance obtained by Landlord and Tenant shall
include a waiver of subrogation by the insurers and all rights based upon an
assignment from its insured, against Landlord or Tenant, their officers,
directors, employees, managers, agents, invitees and contractors, in connection
with any loss or damage thereby insured against. Neither party nor its
officers, directors, employees, managers, agents, invitees or contractors shall
be liable to the other for loss or damage caused by any risk coverable by all
risk property insurance, and each party waives any claims against the other
party, and its officers, directors, employees, managers, agents, invitees and
contractors for such loss or damage. The failure of a party to insure its
property shall not void this waiver. Landlord and its agents, employees and
contractors shall not be liable for, and Tenant hereby waives all claims against
such parties for, business interruption and losses occasioned thereby sustained
by Tenant or any person claiming through Tenant resulting from any accident or
occurrence in or upon the Premises or the Project from any cause whatsoever,
including without limitation, damage caused in whole or in part, directly or
indirectly, by the negligence of Landlord or its agents, employees or
contractors.
10. LANDLORD'S REPAIRS. Landlord shall maintain, at its expense, the
structural soundness of the roof, foundation, and exterior walls of the Building
in good repair, reasonable wear and tear and uninsured losses and damages caused
by Tenant, its agents, contractors and customers excluded. The term "walls" as
used in this Paragraph 10 shall not include windows, glass or plate glass, doors
or overhead doors, special store fronts, dock bumpers, dock plates or levelers,
or office entries. Tenant shall promptly give Landlord written notice of any
repair required by Landlord pursuant to this Paragraph 10, after which Landlord
shall, within thirty (30) days of receipt of such notice, commence such repairs.
11. TENANT'S REPAIRS. Landlord, at Tenant's expense as provided in Paragraph
6, shall maintain in good repair and condition the parking areas and other
common areas of the Building, including, but not limited to driveways, alleys,
landscape and grounds surrounding the Premises. Subject to Landlord's
obligation in Paragraph 10 and subject to Paragraphs 9 and 15, Tenant, at its
expense, shall repair, replace and maintain in good condition all portions of
the Premises and all areas, improvements and systems exclusively serving the
Premises including, without limitation, dock and loading areas, truck doors,
plumbing, water and sewer lines up to points of common connection, fire
sprinklers and fire protection systems, entries, doors, ceilings and roof
membrane, windows, interior walls, and the interior side of demising walls, and
heating, ventilation and air conditioning systems. Such heating, ventilation
and air conditioning systems and other mechanical and building systems serving
the Premises shall be maintained at Tenant's expense pursuant to maintenance
service contracts entered into by Tenant or, at Landlord's election, by
Landlord. The scope of services and contractors under such maintenance
contracts shall be reasonably approved by Landlord. At Landlord's request,
Tenant shall enter into a joint maintenance agreement with any railroad that
services the Premises. If Tenant fails to perform any repair or replacement for
which it is responsible, Landlord may perform such work and be reimbursed by
Tenant within 10 days after demand therefor. Subject to Paragraphs 9 and 15,
Tenant shall bear the full cost of any repair or replacement to any part of the
Building or Project that results from damage caused by Tenant, its agents,
contractors, or invitees and any repair that benefits only the Premises.
12. TENANT-MADE ALTERATIONS AND TRADE FIXTURES. Any alterations, additions, or
improvements made by or on behalf of Tenant to the Premises ("Tenant-Made
Alterations") shall be subject to Landlord's prior written consent, which
consent may include conditions. Tenant shall cause, at its expense, all Tenant-
Made Alterations to comply with insurance requirements and with Legal
Requirements and shall construct at its expense any alteration or modification
required by Legal Requirements as a result of any Tenant-Made Alterations. All
Tenant-Made Alterations shall be constructed in a good and workmanlike manner by
contractors reasonably acceptable to Landlord and only good grades of materials
shall be used. All plans and specifications for any Tenant-Made Alterations
shall be submitted to Landlord for its approval. Landlord may monitor
construction of the Tenant-Made Alterations at Tenant's expense. Tenant shall
reimburse Landlord for its costs in reviewing plans and specifications and in
monitoring construction. Landlord's right to review plans and specifications
and to monitor construction shall be solely for its own benefit, and Landlord
shall have no duty to see that such plans and specifications or construction
comply with applicable Legal Requirements and all laws, codes, rules and
regulations. Tenant shall provide Landlord with the identities and mailing
addresses of all persons performing work or supplying materials, prior to
beginning such construction, and Landlord may post on and about the Premises
notices of non-responsibility pursuant to applicable law. Tenant shall furnish
security or make other arrangements satisfactory to Landlord to assure payment
for the completion of all work free and clear of liens and shall provide
certificates of insurance for worker's compensation and other coverage in
amounts and from an insurance company satisfactory to Landlord protecting
Landlord against liability for personal injury or property damage during
construction. Upon completion of any Tenant-Made Alterations, Tenant shall
deliver to Landlord sworn statements setting forth the names of all contractors
and subcontractors. Upon surrender of the Premises, all Tenant-Made Alterations
and any leasehold improvements constructed by Landlord or Tenant shall remain on
the Premises as Landlord's property, except to the extent Landlord requires
removal at Tenant's expense of any such items or Landlord and Tenant have
otherwise agreed in writing in connection with Landlord's consent to any Tenant-
Made Alterations. Tenant shall repair any damage caused by such removal.
Tenant, at its own cost and expense and without Landlord's prior approval,
may erect such shelves, bins, machinery and trade fixtures (collectively "Trade
Fixtures") in the ordinary course of its business, provided that such items do
not alter the basic character of the Premises, do not overload or damage the
Premises, and may be removed without injury to the Premises, and the
construction, erection, and installation thereof complies with all Legal
Requirements and with Landlord's requirements set forth above. Tenant shall
remove its Trade Fixtures and shall repair any damage caused by such removal.
13. SIGNS. Tenant shall not make any changes to the exterior of the Premises,
install any exterior lights, decorations, balloons, flags, pennants, banners, or
painting, or erect or install any signs, windows or door lettering, placards,
decorations, or advertising media of any type which can be viewed from the
exterior of the Premises, without Landlord's prior written consent. Upon
surrender or vacation of the Premises, Tenant shall have removed all signs and
repair, paint, and/or replace the Building facia surface to which its signs are
attached. Tenant shall obtain all applicable governmental permits and approvals
for sign and exterior treatments. All signs, decorations, advertising media,
blinds, draperies and other window treatment or bars or other security
installations visible from outside the Premises shall be subject to Landlord's
prior written approval and conform in all respects to Landlord's requirements
and to Legal Requirements.
14. PARKING. Tenant shall be entitled to park in common with other tenants of
the Project in those areas designated for nonreserved parking as set forth on
Exhibit A hereto. Landlord may allocate parking spaces among Tenant and other
tenants in the Project if Landlord determines that such parking facilities are
becoming crowded. Landlord shall not be responsible for enforcing Tenant's
parking rights against any third parties.
15. RESTORATION. If at any time during the Lease Term the Premises are damaged
by a fire or other casualty, Landlord shall notify Tenant within 60 days after
such damage as to the amount of time Landlord reasonably estimates it will take
to restore the Premises. If the restoration time is estimated to exceed 6
months, either Landlord or Tenant may elect to terminate this Lease upon notice
to the other party given no later than 30 days after Landlord's notice. If
neither party elects to terminate this Lease or if Landlord estimates that
restoration will xxxx 0 months or less, then, subject to receipt of sufficient
insurance proceeds, Landlord shall promptly restore the Premises excluding the
improvements installed by Tenant or by Landlord and paid by Tenant, subject to
delays arising from the collection of insurance proceeds or from Force Majeure
events. Tenant at Tenant's expense shall promptly perform, subject to delays
arising from the collection of insurance proceeds, or from Force Majeure events,
all repairs or restoration not required to be done by Landlord and shall
promptly re-enter the Premises and commence doing business in accordance with
this Lease. Notwithstanding the foregoing, either party may terminate this
Lease if the Premises are damaged during the last year of the Lease Term and
Landlord reasonably estimates that it will take more than one month to repair
such damage. Tenant shall pay to Landlord with respect to any damage to the
Premises the amount of the commercially reasonably deductible under Landlord's
insurance policy (currently US$10,000) within 10 days after presentment of
Landlord's invoice. If the damage involves the premises of other tenants,
Tenant shall pay the portion of the deductible that the cost of the restoration
of the Premises bears to the total cost of restoration, as determined by
Landlord. Base Rent and Operating Expenses shall be abated in the proportion
which the area of the Premises, if any, which is not usable by Tenant bears to
the total area of the Premises from the date of the casualty through the period
of repair and restoration until the Premises are repaired. Such abatement shall
be the sole remedy of Tenant, and except as provided herein, Tenant waives any
right to terminate the Lease by reason of damage or casualty loss.
16. CONDEMNATION. If any part of the Premises or the Project should be taken
for any public or quasi-public use under governmental law, ordinance, or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof (a "Taking" or "Taken"), and the Taking would prevent or materially
interfere with Tenant's use of the Premises or in Landlord's judgment would
materially interfere with or impair its ownership or operation of the Project,
then upon written notice by Landlord this Lease shall terminate and Base Rent
shall be apportioned as of said date. If part of the Premises shall be Taken,
and this Lease is not terminated as provided above, the Base Rent payable
hereunder during the unexpired Lease Term shall be reduced to such extent as may
be fair and reasonable under the circumstances. In the event of any such
Taking, Landlord shall be entitled to receive the entire price or award from any
such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord
Tenant's interest, if any, in such award. Tenant shall have the right, to the
extent that same shall not diminish Landlord's award, to make a separate claim
against the condemning authority (but not Landlord) for such compensation as may
be separately awarded or recoverable by Tenant for moving expenses and damage to
Tenant's Trade Fixtures, if a separate award for such items is made to Tenant.
17. ASSIGNMENT AND SUBLETTING. Without Landlord's prior written consent,
Tenant shall not assign this Lease or sublease the Premises or any part thereof
or mortgage, pledge, or hypothecate its leasehold interest or grant any
concession or license within the Premises and any attempt to do any of the
foregoing shall be void and of no effect. For purposes of this paragraph, a
transfer of the ownership interests controlling Tenant shall be deemed an
assignment of this Lease unless such ownership interests are publicly traded.
Notwithstanding the above, Tenant may assign or sublet the Premises, or any part
thereof, to any entity controlling Tenant, controlled by Tenant or under common
control with Tenant (a "Tenant Affiliate"), without the prior written consent of
Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-
of-pocket expenses in connection with any assignment or sublease. Upon
Landlord's receipt of Tenant's written notice of a desire to assign or sublet
the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord
may, by giving written notice to Tenant within 30 days after receipt
of Tenant's notice, terminate this Lease with respect to the space described in
Tenant's notice, as of the date specified in Tenant's notice for the
commencement of the proposed assignment or sublease.
Notwithstanding any assignment or subletting, Tenant and any guarantor or
surety of Tenant's obligations under this Lease shall at all times remain fully
responsible and liable for the payment of the rent and for compliance with all
of Tenant's other obligations under this Lease. In the event that the rent due
and payable by a sublessee or assignee (or a combination of the rental payable
under such sublease or assignment plus any bonus or other consideration therefor
or incident thereto) exceeds the rental payable under this Lease, then Tenant
shall be bound and obligated to pay Landlord as additional rent hereunder all
such excess rental and other excess consideration within 10 days following
receipt thereof by Tenant.
If this Lease be assigned or if the Premises be subleased (whether in whole
or in part) or in the event of the mortgage, pledge, or hypothecation of
Tenant's leasehold interest or grant of any concession or license within the
Premises or if the Premises be occupied in whole or in part by anyone other than
Tenant, then upon a default by Tenant hereunder Landlord may collect rent from
the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold
interest was hypothecated, concessionee or licensee or other occupant and,
except to the extent set forth in the preceding paragraph, apply the amount
collected to the next rent payable hereunder; and all such rentals collected by
Tenant shall be held in deposit for Landlord and immediately forwarded to
Landlord. No such transaction or collection of rent or application thereof by
Landlord, however, shall be deemed a waiver of these provisions or a release of
Tenant from the further performance by Tenant of its covenants, duties, or
obligations hereunder.
18. INDEMNIFICATION. Except for the negligence and willful misconduct of
Landlord, its agents, employees or contractors, and to the extent permitted by
law, Tenant agrees to indemnify, defend and hold harmless Landlord, and
Landlord's agents, employees and contractors, from and against any and all
losses, liabilities, damages, costs and expenses (including attorney's fees)
resulting from claims by third parties for injuries to any person and damage to
or theft or misappropriation or loss of property occurring in or about the
Project and arising from the use and occupancy of the Premises or from any
activity, work, or thing done, permitted or suffered by Tenant in or about the
Premises or due to any other act or omission of Tenant, its subtenants,
assignees, invitees, employees, contractors and agents. The furnishing of
insurance required hereunder shall not be deemed to limit Tenant's obligations
under this Paragraph 18.
19. INSPECTION AND ACCESS. Landlord and its agents, representatives, and
contractors may enter the Premises at any reasonable time to inspect the
Premises and to make such repairs as may be required or permitted pursuant to
this Lease and for any other business purpose. Landlord and Landlord's
representatives may enter the Premises during business hours for the purpose of
showing the Premises to prospective purchasers and, during the last year of the
Lease Term, to prospective tenants. Landlord may erect a suitable sign on the
Premises stating the Premises are available to rent or that the Project is
available for sale. Landlord may grant easements, make public dedications,
designate common areas and create restrictions on or about the Premises,
provided that no such easement, dedication, designation or restriction
materially interferes with Tenant's use or occupancy of the Premises. At
Landlord's request, Tenant shall execute such instruments as may be necessary
for such easements, dedications or restrictions.
20. QUIET ENJOYMENT. If Tenant shall perform all of the covenants and
agreements herein required to be performed by Tenant, Tenant shall, subject to
the terms of this Lease, at all times during the Lease Term, have peaceful and
quiet enjoyment of the Premises against any person claiming by, through or under
Landlord.
21. SURRENDER. Upon termination of the Lease Term or earlier termination of
Tenant's right of possession, Tenant shall surrender the Premises to Landlord in
the same condition as received, broom clean, ordinary wear and tear and casualty
loss and
condemnation covered by Paragraphs 15 and 16 excepted. Any Trade Fixtures,
Tenant-Made Alterations and property not so removed by Tenant as permitted or
required herein shall be deemed abandoned and may be stored, removed, and
disposed of by Landlord at Tenant's expense, and Tenant waives all claims
against Landlord for any damages resulting from Landlord's retention and
disposition of such property. All obligations of Tenant hereunder not fully
performed as of the termination of the Lease Term shall survive the termination
of the Lease Term, including without limitation, indemnity obligations, payment
obligations with respect to Operating Expenses and obligations concerning the
condition and repair of the Premises.
22. HOLDING OVER. If Tenant retains possession of the Premises after the
termination of the Lease Term, unless otherwise agreed in writing, such
possession shall be subject to immediate termination by Landlord at any time,
and all of the other terms and provisions of this Lease (excluding any expansion
or renewal option or other similar right or option) shall be applicable during
such holdover period, except that Tenant shall, in addition to all other
payments required hereunder, pay Landlord from time to time, upon demand, as
Base Rent for the holdover period, an amount equal to double the Base Rent in
effect on the termination date, computed on a monthly basis for each month or
part thereof during such holding over. In addition, Tenant shall be liable for
all damages incurred by Landlord as a result of such holding over. No holding
over by Tenant, whether with or without consent of Landlord, shall operate to
extend this Lease except as otherwise expressly provided, and this Paragraph 22
shall not be construed as consent for Tenant to retain possession of the
Premises.
23. EVENTS OF DEFAULT. Each of the following events shall be an event of
default ("Event of Default") by Tenant under this Lease:
i. Tenant shall fail to pay any installment of Base Rent or any other
payment required herein when due, and such failure shall continue for a
period of 5 days from the date of Tenant's receipt of written notice from
Landlord of such failure; provided, however, that Landlord shall not be
obligated to provide more than two (2) such written notices in any twelve
(12) month consecutive period, and Tenant's failure to pay any third or
subsequent installment of Base Rent payable within such twelve (12) month
period within five (5) days after the due date thereof shall constitute an
Event of Default by Tenant.
ii. Tenant or any guarantor or surety of Tenant's obligations hereunder
shall (A) make a general assignment for the benefit of creditors; (B)
commence any case, proceeding or other action seeking to have an order for
relief entered on its behalf as a debtor or to adjudicate it bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts or seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
of any substantial part of its property (collectively a "proceeding for
relief"); (C) become the subject of any proceeding for relief which is not
dismissed within 60 days of its filing or entry; or (D) be dissolved or
otherwise fail to maintain its legal existence (if Tenant, guarantor or
surety is a corporation, partnership or other entity).
iii. Any insurance required to be maintained by Tenant pursuant to this
Lease is not obtained or shall be canceled or terminated or shall expire,
except, in each case, as permitted in this Lease and such failure shall
continue for a period of 5 days from the date of Tenant's receipt of
written notice from Landlord of such failure.
iv. Tenant shall not occupy or shall vacate the Premises or shall fail to
continuously operate its business at the Premises for the permitted use set
forth herein, whether or not Tenant is in monetary or other default under
this Lease and such failure shall continue for a period of 5 days from the
date of Tenant's receipt of written notice from Landlord of such failure.
v. Tenant shall attempt or there shall occur any assignment, subleasing
or other transfer of Tenant's interest in or with respect to this Lease
except as otherwise permitted in this Lease.
vi. Tenant shall fail to discharge any lien placed upon the Premises in
violation of this Lease within 30 days after any such lien or encumbrance
is filed against the Premises and such failure shall continue for a period
of 5 days from the date of Tenant's receipt of written notice from Landlord
of such failure.
vii. Tenant shall fail to comply with any provision of this Lease other
than those specifically referred to in this Paragraph 23, and such default
shall continue for more than 30 days after Landlord shall have given Tenant
written notice of such default.
24. LANDLORD'S REMEDIES. Upon the occurrence of an Event of Default Landlord
shall have all of the remedies against Tenant permitted by law including,
without limitation, the right to (i) terminate this Lease and recover possession
of the Property or (ii) seek specific performance of this Lease. In either
event, Landlord shall also be entitled to recover from Tenant, as liquidated
damages, the balance of the Base Rent and all other amounts accrued or to accrue
hereunder for the remainder of the unexpired portion of the Term discounted to
present value at the rate of eight percent (8%) per annum, all of which amount
shall be due and payable upon demand.
25. TENANT'S REMEDIES/LIMITATION OF LIABILITY. Landlord shall not be in
default hereunder unless Landlord fails to perform any of its obligations
hereunder within 30 days after written notice from Tenant specifying such
failure (unless such performance will, due to the nature of the obligation,
require a period of time in excess of 30 days, then after such period of time as
is reasonably necessary). All obligations of Landlord hereunder shall be
construed as covenants, not conditions; and, except as may be otherwise
expressly provided in this Lease, Tenant may not terminate this Lease for breach
of Landlord's obligations hereunder. All obligations of Landlord under this
Lease will be binding upon Landlord only during the period of its ownership of
the Premises and not thereafter. The term "Landlord" in this Lease shall mean
only the owner, for the time being of the Premises, and in the event of the
transfer by such owner of its interest in the Premises, such owner shall
thereupon be released and discharged from all obligations of Landlord thereafter
accruing, but such obligations shall be binding during the Lease Term upon each
new owner for the duration of such owner's ownership. Any liability of Landlord
under this Lease shall be limited solely to its interest in the Project, and in
no event shall any personal liability be asserted against Landlord in connection
with this Lease nor shall any recourse be had to any other property or assets of
Landlord.
26. TRANSLATION. This Agreement, in its original form, is prepared in English.
If, for purposes of enforcement of this Agreement, it becomes necessary to
arrange for a Spanish translation by a court approved expert, the party seeking
enforcement of this Agreement will arrange for and pay expenses relating to
translation of this Agreement into Spanish, with the understanding that both
parties must agree on the terms of such translation.
27. ESTOPPEL CERTIFICATES. Tenant agrees, from time to time, within 10 days
after request of Landlord, to execute and deliver to Landlord, or Landlord's
designee, any estoppel certificate requested by Landlord, stating that this
Lease is in full force and effect, the date to which rent has been paid, that
Landlord is not in default hereunder (or specifying in detail the nature of
Landlord's default), the termination date of this Lease and such other matters
pertaining to this Lease as may be requested by Landlord. Tenant's obligation
to furnish each estoppel certificate in a timely fashion is a material
inducement for Landlord's execution of this Lease. No cure or grace period
provided in this Lease shall apply to Tenant's obligations to timely deliver an
estoppel certificate.
28. ENVIRONMENTAL REQUIREMENTS. Except for Hazardous Material contained in
products used by Tenant in de minimis quantities for ordinary cleaning and
office
purposes, Tenant shall not permit or cause any party to bring any Hazardous
Material upon the Premises or transport, store, use, generate, manufacture or
release any Hazardous Material in or about the Premises without Landlord's prior
written consent. Tenant, at its sole cost and expense, shall operate its
business in the Premises in strict compliance with all Environmental
Requirements and shall remediate in a manner satisfactory to Landlord any
Hazardous Materials released on or from the Project by Tenant, its agents,
employees, contractors, subtenants or invitees. Tenant shall complete and
certify to disclosure statements as requested by Landlord from time to time
relating to Tenant's transportation, storage, use, generation, manufacture or
release of Hazardous Materials on the Premises. The term "Environmental
Requirements" means all applicable present and future statutes, laws,
regulations, ordinances, rules, codes, judgments, orders or other similar
enactments of any governmental authority or agency regulating or relating to
health, safety, or environmental conditions on, under, or about the Premises or
the environment, including without limitation, the General Law of Ecological
Balance and Environmental Protection, Regulations of the General Law of
Ecological Balance and Environmental Protection Regarding Environmental Impact,
Prevention and Control of Air Pollution and of Hazardous Waste, Official Mexican
Standards, International Treaties and the Guidelines issued by the National
Institute of Ecology of Mexico and all state and local counterparts thereto, and
any regulations or policies promulgated or issued thereunder. The term
"Hazardous Materials" means and includes any substance, material, waste,
pollutant, or contaminant listed or defined as hazardous or toxic, under any
Environmental Requirements, asbestos and petroleum, including crude oil or any
fraction thereof, natural gas liquids, liquified natural gas, or synthetic gas
usable for fuel (or mixtures of natural gas and such synthetic gas). As defined
in Environmental Requirements, Tenant is and shall be deemed to be the
"operator" of Tenant's "facility" and the "owner" of all Hazardous Materials
brought on the Premises by Tenant, its agents, employees, contractors or
invitees, and the wastes, by-products, or residues generated, resulting, or
produced therefrom.
Tenant shall indemnify, defend, and hold Landlord harmless from and against
any and all losses (including, without limitation, diminution in value of the
Premises or the Project and loss of rental income from the Project), claims,
demands, actions, suits, damages (including, without limitation, punitive
damages), expenses (including, without limitation, remediation, removal, repair,
corrective action, or cleanup expenses), and costs (including, without
limitation, actual attorneys' fees, consultant fees or expert fees and
including, without limitation, removal or management of any asbestos brought
into the property or disturbed in breach of the requirements of this Paragraph
28, regardless of whether such removal or management is required by law) which
are brought or recoverable against, or suffered or incurred by Landlord,
directly or indirectly, as a result of any release of Hazardous Materials for
which Tenant is obligated to remediate as provided above or any other breach of
the requirements under this Paragraph 28 by Tenant, its agents, employees,
contractors, subtenants, assignees or invitees, regardless of whether Tenant had
knowledge of such noncompliance. The obligations of Tenant under this Paragraph
28 shall survive any termination of this Lease.
Landlord shall have access to, and a right to perform inspections and tests
of, the Premises to determine Tenant's compliance with Environmental
Requirements, its obligations under this Paragraph 28, or the environmental
condition of the Premises. Access shall be granted to Landlord upon Landlord's
prior notice to Tenant and at such times so as to minimize, so far as may be
reasonable under the circumstances, any disturbance to Tenant's operations.
Such inspections and tests shall be conducted at Landlord's expense, unless such
inspections or tests reveal that Tenant has not complied with any Environmental
Requirement, in which case Tenant shall reimburse Landlord for the reasonable
cost of such inspection and tests. Landlord's receipt of or satisfaction with
any environmental assessment in no way waives any rights that Landlord holds
against Tenant.
29. RULES AND REGULATIONS. Tenant shall, at all times during the Lease Term
and any extension thereof, comply with all reasonable rules and regulations at
any time or from time to time established by Landlord covering use of the
Premises and the Project. The
current rules and regulations are attached hereto. In the event of any conflict
between said rules and regulations and other provisions of this Lease, the other
terms and provisions of this Lease shall control. Landlord shall not have any
liability or obligation for the breach of any rules or regulations by other
tenants in the Project.
30. SECURITY SERVICE. Tenant acknowledges and agrees that, while Landlord may
patrol the Project, Landlord is not providing any security services with respect
to the Premises and that Landlord shall not be liable to Tenant for, and Tenant
waives any claim against Landlord with respect to, any loss by theft or any
other damage suffered or incurred by Tenant in connection with any unauthorized
entry into the Premises or any other breach of security with respect to the
Premises.
31. FORCE MAJEURE. Landlord shall not be held responsible for delays in the
performance of their obligations hereunder when caused by strikes, lockouts,
labor disputes, acts of God, inability to obtain labor or materials or
reasonable substitutes therefor, governmental restrictions, governmental
regulations, governmental controls, delay in issuance of permits, enemy or
hostile governmental action, civil commotion, fire or other casualty, and other
causes beyond the reasonable control of Landlord or Tenant ("Force Majeure");
provided, however, lack of payment or financial problems shall not be considered
as an event of Force Majeure.
32. ENTIRE AGREEMENT. This Lease constitutes the complete agreement of
Landlord and Tenant with respect to the subject matter hereof. No
representations, inducements, promises or agreements, oral or written, have been
made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant,
which are not contained herein, and any prior agreements, promises,
negotiations, or representations are superseded by this Lease. This Lease may
not be amended except by an instrument in writing signed by both parties hereto.
33. SEVERABILITY. If any clause or provision of this Lease is illegal, invalid
or unenforceable under present or future laws, then and in that event, it is the
intention of the parties hereto that the remainder of this Lease shall not be
affected thereby. It is also the intention of the parties to this Lease that in
lieu of each clause or provision of this Lease that is illegal, invalid or
unenforceable, there be added, as a part of this Lease, a clause or provision as
similar in terms to such illegal, invalid or unenforceable clause or provision
as may be possible and be legal, valid and enforceable.
34. BROKERS. Tenant represents and warrants that it has dealt with no broker,
agent or other person in connection with this transaction and that no broker,
agent or other person brought about this transaction, other than the broker, if
any, set forth on the first page of this Lease, and Tenant agrees to indemnify
and hold Landlord harmless from and against any claims by any other broker,
agent or other person claiming a commission or other form of compensation by
virtue of having dealt with Tenant with regard to this leasing transaction.
a. LIMITATION OF LIABILITY OF TRUSTEES, SHAREHOLDERS AND OFFICERS OF
LANDLORD: Any obligation or liability whatsoever of Landlord, of any of its
parents, subsidiaries or affiliates (collectively "Landlord"), which may
arise at any time under this Lease or any obligation or liability which may
be insured by it pursuant to any other instrument, transaction, or
undertaking contemplated hereby shall not be personally binding upon, nor
shall resort for the enforcement thereof be had to the property of, its
trustees, directors, shareholders, officers, employees or agents,
regardless of whether such obligation or liability is in the nature of
contract, tort, or otherwise, and any liabilities shall be limited solely
to Landlord's interest in the Project, and no recourse shall be had to any
other property or assets of Landlord.
35. MISCELLANEOUS. a. Any payments or charges due from Tenant to Landlord
hereunder shall be considered rent for all purposes of this Lease.
b. If and when included within the term "Tenant," as used in this
instrument, there is more than one person, firm or corporation, each shall be
jointly and severally liable for the obligations of Tenant.
c. All notices required or permitted to be given under this Lease shall be
in writing and shall be sent by a reputable national overnight courier service,
postage prepaid, or by hand delivery addressed to the parties at their addresses
below, and with a copy sent to Landlord at 00000 Xxxx 00xx Xxxxx, Xxxxxx,
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Xxxxxxxx 00000. Either party may by notice given as aforesaid change its address
--------------
for all subsequent notices. Except where otherwise expressly provided to the
contrary, notice shall be deemed given upon delivery.
d. Except as otherwise expressly provided in this Lease or as otherwise
required by law, Landlord retains the absolute right to withhold any consent or
approval.
e. At Landlord's request from time to time Tenant shall furnish Landlord
with true and complete copies of its most recent annual and quarterly financial
statements prepared by Tenant or Tenant's accountants and any other financial
information or summaries that Tenant typically provides to its lenders or
shareholders.
f. Neither this Lease nor a memorandum of lease shall be filed by or on
behalf of Tenant in any public record. Landlord may prepare and file, and upon
request by Landlord Tenant will execute, a memorandum of lease.
g. Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires. The captions inserted
in this Lease are for convenience only and in no way define, limit or otherwise
describe the scope or intent of this Lease, or any provision hereof, or in any
way affect the interpretation of this Lease.
h. Any amount not paid by Tenant within 10 days after its due date in
accordance with the terms of this Lease shall bear interest from such due date
until paid in full at the lesser of the highest rate permitted by applicable law
or 15 percent per year. It is expressly the intent of Landlord and Tenant at all
times to comply with applicable law governing the maximum rate or amount of any
interest payable on or in connection with this Lease. If applicable law is ever
judicially interpreted so as to render usurious any interest called for under
this Lease, or contracted for, charged, taken , reserved, or received with
respect to this Lease, then it is Landlord's and Tenant's express intent that
all excess amounts theretofore collected by Landlord be credited on the
applicable obligation (or, if the obligation has been or would thereby be paid
in full, refunded to Tenant), and the provisions of this Lease immediately shall
be deemed reformed and the amounts thereafter collectible hereunder reduced,
without the necessity of the execution of any new document, so as to comply with
the applicable law, but so as to permit the recovery of the fullest amount
otherwise called for hereunder.
i. Construction, interpretation and enforcement of this Lease shall be
governed by the laws of the state in which the Project is located, excluding any
principles of conflicts of laws and the parties submit to the jurisdiction of
the competent courts of the corresponding state, waiving hereby the jurisdiction
of any other court to which they may be subject by virtue of their present or
future domiciles or otherwise.
j. Time is of the essence as to the performance of Tenant's obligations
under this Lease.
k. All exhibits and addenda attached hereto are hereby incorporated into
this Lease and made a part hereof. In the event of any conflict between such
exhibits or addenda and the terms of this Lease, such exhibits or addenda shall
control.
36. CONTINGENCY Notwithstanding anything in the Lease to the contrary,
Tenant's obligations under this Lease are conditioned and contingent upon
Landlord or its nominee or assignee acquiring fee simple title to Tenant's
current property located at Xxxx. A Xxxxxxxxx Xx. 84 Parque Industrial Reynosa
Cd. Reynosa, Tamps, Mexico. If the condition set forth in the immediately
preceding sentence has not been fulfilled or waived by Tenant within 120
calendar days following the execution of this Lease ("Acquisition Date"), then
either Tenant or Landlord may terminate this Lease by providing written notice
of such termination to the other party within twenty (20) days of the
Acquisition Date. If neither Landlord nor Tenant terminates this Lease within
twenty (20) days following the Acquisition Date, then both Landlord and Tenant
shall waive their right to terminate this Lease under this Paragraph 36 and the
Lease shall continue in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.
TENANT: LANDLORD:
CALZADO DEPORTIVO XX XXXXXXX, X.X. DE C.V. BANCOMER, S.A., INSTITUCION DE
BANCAMULTIPLE GRUPO FINANCIERO, REPRESENTED
BY SCI MEXICO INDUSTRIAL TRUST
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: President By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Sr. Vice President
Address: Address:
___________________________________________
___________________________________________
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