Exhibit 10.16
LEASE AGREEMENT
KNOW ALL MEN BY THESE PRESENT:
This Contract of Lease made and entered into in the City of
Manila on this 10th day of October, 1979, by and between:
Export Processing Zone Authority, a government
corporation created and operating under Pres. Decree
No. 66 with office address at 4th Floor, Legaspi Towers
300, Vito Cruz, Pasay, Metro-Manila, represented herein
by its Acting Chairman, MR. TEODORO Q. PENA, who has
been duly authorized, hereinafter referred to as
"LESSOR".
- and -
Fairchild Semiconductor (Hong Kong) Limited, a
foreign corporation duly authorized to do business in
the Philippines, with office address at 135 Hoi Bun
Road, Kwun Tong, Kowloon, Hong-kong, represented herein
by its Philippines Branch General manger and
Comptroller, MR. Y. I. LEE and MR. ARNOLD P. AGAYANI,
respectively, who have been duly authorized,
hereinafter referred to as "LESSEE".
WHEREAS, a portion of the public land located in Mactan
Island, Province of Cebu, Philippines, designated as Mactan
Export Processing Zone, has been proclaimed an export processing
zone and the ownership, management and operation thereof is
vested in LESSOR pursuant to executive Proclamation No. 1811
issued by the President of the Philippines on January 15, 1979;
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WHEREAS, LESSEE has applied with LESSOR as a zone registered
enterprise under Pres. Decree No. 66, as amended, and desires to
lease a portion of said zone for its proposed electronics
manufacturing plant (hereinafter called "the plant");
WHEREAS, in the exercise of its powers duties under Pres.
Decree No. 66, LESSOR has approved LESSEE's application as a zone
registered enterprise and the lease of said land to LESSEE.
It is therefor agreed:
1. Lease of Land. LESSOR hereby leases to LESSEE, and
LESSEE hereby accepts in lease from LESSOR that parcel of land in
Mactan Export Processing Zone with an area of two (2) hectares,
more or less, and more particularly bounded and described in the
attached survey plan marked as Annex "A" (hereinafter called "the
leased premises") and made a integral part hereof. During any
renewal term the "leased premises" shall include all buildings
and improvements on the land.
In the event test borings and site survey prove the site
unsuitable in the opinion of LESSEE, the parties shall negotiate
to agree upon an alternative location within the Mactan Export
Processing Zone and should the parties fail to agree within two
(2) months from the date notice is given by LESSEE to LESSOR of
its determination that the original site is not suitable, then
LESSEE (shall have the right to terminate this lease with
immediate effect.
2. Ownership of Leased Premises. LESSOR represents it is
the owner of the leased premises and the same is free from any
occupants, liens or encumbrances. LESSOR further represents it
has the right to make this lease and covenants it will executed
and deliver to
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LESSEE such documents as may be necessary or
proper to effect the registration of this lease by LESSEE in the
event a certificate of title is issued for the leased premises or
such registration is allowed under existing laws, and procure any
necessary assurances of title that may be reasonably required for
the protection of LESSEE. All expenses for the registration of
the lease shall be for the account of LESSEE.
3. Term. This contract shall take effect on the date of
execution by both parties but the lease term shall be for a
period of twenty-five (25) years commencing on January 1, 1980
(also called the commencement date of the lease") unless sooner
terminated as hereinafter provided. LESSEE shall have the option
to renew this lease for another period of twenty-five (25) years
under the same terms and conditions as herein provided, except
the annual rental which shall be as hereinafter provided. Such
option shall be exercised by LESSEE giving LESSOR written notice
of LESSEE's intention to renew not later than two (2) years
prior to the expiration of the original term.
4. Rental. Starting on January 1, 1980, LESSEE shall pay
semi-annually in advance to LESSOR ass rental for the leased
premises, without any deduction, set-off, prior notice or demand,
the monthly sums for the five-year periods herein provided, in
accordance with the following schedule:
Rental Per Square
Meter Per Month
Five-Year Period (Pesos)
- ---------------------------------------------------------------
Original term:
(a) During the period of construction of
the plan but in no case to exceed
January 1, 1980 No Rent
(b) January 1, 1980 to December 31, 1984 1.00
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(c) January 1, 1985 to December 31, 1989 1.25
(d) January 1, 1990 to December 31, 1994 1.5625
(e) January 1, 1995 to December 31, 1999 1.9531
(f) January 1, 2000 to December 31, 2004 2.4413
The rentals shall be paid in the office of LESSOR in
Manila without necessity of demand.
Renewal term - January 1, 2005 - Subject to
negotiation as to rental rates but not to exceed
P4.20 per square meter per month. Rental during
the entire term, including any renewals, shall
be computed strictly on land measurement (without
reference to buildings or improvements).
5. Construction of plant. LESSEE shall within a
reasonable period after the execution of this Agreement construct
or cause to be constructed on the leased premises the plant as
shown in the preliminary plans hereto attached as Annex "B", in
accordance with Lessor's guidelines and in compliance with all
applicable laws, ordinances and , regulations, all
at LESSEE's cost and expense. From the date of execution of this
Agreement and during the course of such construction, LESSEE, its
employees, agents, invitees, architects, contractors and their
laborers, may enter at all times the leased premises for the
purpose of making such examinations, tests, checks, test borings,
excavations, take or remove soil, water, and kindred materials
found or contained in the leased premises, install water and
telephone lines, drainage and sewage systems, and all other
services necessary or convenient therefor. Such rights of access
herein granted shall, however, be exercised in such manner as not
to destroy, stop, diminish or impair the water pipelines,
installations and other facilities located in the adjoining
properties of LESSORS not covered by this lease.
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6. Enjoyment and use of leased premises.
(a) LESSEE shall have at all times during the lease
term peaceful and quiet enjoyment of the leased premises.
(b) LESSEE shall use and occupy the leased premises
exclusively for the business to be carried on by it as a
registered zone enterprise and any other awful purposes connected
with said business.
(c) LESSEE shall comply with all laws and regulations
of the national, provincial and municipal authorities applicable
to the business to be conducted in the leased premises. LESSEE,
at its sole expense, shall obtain all licenses or permits which
may be required for the conduct of its business, or for the
construction of buildings and other improvements, installations
of machinery and equipment, and the making of repairs,
alterations, improvements, or additions thereto, and LESSOR, when
necessary, will assist LESSEE in applying for and securing all
such permits or licenses.
(d) Subject to LESSOR's prior approval which shall not
be unreasonably withheld, LESSEE may place and maintain in and
about the leased premises and in or to the inside and outside
walls and windows of the buildings in its plant, such fencing and
neat and appropriate signs advertising its business as it shall
desire.
(e) LESSEE shall not use or permit the use of the
leased premises, or any part thereof, for any purpose prohibited
by law.
(f) LESSEE shall make every reasonable effort to
beautify the leased premises.
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(g) LESSEE shall provide for the safe disposal of all
injurious waste produced in the leased premises.
7. Buildings and Improvements. LESSEE may erect such
buildings and installations and make such improvements on the
leased premises, undertake repairs and additions thereto, and
install machinery and equipment, of every description and
character, as it shall see fit for the purpose of carrying on its
business. All buildings, installations and improvements, repairs
and additions, thereto, machinery and equipment, erected or
installed by LESSEE, even though attached to the leased premises
in a fixed or permanent manner, shall during the original lease
term remain the property of LESSEE and be considered as personal
property for all purposes, and LESSEE may remove, sell, or in any
manner dispose of them at anytime during the original lease term:
In the case of a sale as stated in the previous
paragraph; LESSEE shall first offer the buildings and permanent
improvements to LESSOR. The terms on which LESSEE shall make
such offer to LESSOR shall be the same as those on which it
intends to sell to a third party. In the event such option (the
"right of first refusal") is not accepted by LESSOR within ninety
(90) days from receipt of notice thereof from LESSEE, LESSEE
shall be free to sell to third parties without further
restrictions except that the contract price in the subsequent
offer shall not be more favorable to third parties than that
presented to LESSOR. In the event LESSEE shall fail to
consummate the sale to a third party within one (1) year from
LESSOR's decision not to exercise its right of first refusal,
then LESSEE cannot present such offer to third parties without
again re-offering the same to LESSOR. In case such sale is
consummated with third parties, such sale shall be subject to the
terms and conditions provided in this Lease Contract and to
LESSOR's
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current rental and policies and relevant laws, decrees,
rules and regulations. In the case of the voluntary sale by
LESSEE of the buildings during original lease term, LESSOR shall
be entitled to one twenty-fifth (1/25) part of such sale proceeds
for every year from the date this lease was in effect to the date
of the sale.
LESSEE shall not, in removing such buildings,
installations and improvements, repairs and additions thereto,
and machinery and equipment, cause substantial damage or injury
to the leased premises. No injury shall be considered
substantial if it is promptly corrected by restoration to the
condition prior to such installation (except for whatever was
authorized to be removed) if so required by LESSOR. Provided,
however, that in case LESSEE shall voluntarily terminate its
operations and vacate the leased premises at anytime after the
expiration of the twenty-five year lease term, all buildings and
permanent improvements remaining on the leased premises at that
time shall become the property of LESSOR. However, all
machinery, equipment and facility improvements, such as wall
partitions, of every description and character, installed on the
leased premises, and all movable and other property not attached
to the leased premises in a fixed or permanent manner remaining
on the leased premises at the time, shall continue to be the
property of LESSEE and may be removed by LESSEE within a
reasonable time after the termination of this lease or the
renewal thereof, or the assignment or subletting to a third
party.
In the event LESSEE wishes to dispose of its interests
in the property by assignment or sublease, LESSOR shall not
unreasonably withhold consent provided that the proposed assignee
or sublessee is qualified by LESSOR to operate in the Mactan
Export Processing Zone and further provided that any assignment
or sublease shall be limited to the original twenty-five
(25)-year term and shall not include the right of renewal.
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8. Utilities. LESSOR agrees to provide and bring to the
boundary of the leased premises accessible to LESSEE water,
electricity, power, telephone, sewerage and other utilities to
the leased premises. Roads and utility services shall be
provided by LESSOR as set forth on Annex C. LESSEE agrees to pay
all the water, fuel, gas; oil, heat, electricity, power,
materials and services which may be furnished by LESSOR and other
persons to LESSEE in or about the leased premises during the term
of this lease.
9. Taxes. LESSEE shall pay all taxes, fees and
assessments due, if any, on the leased premises. LESSEE shall
also pay all taxes, fees and assessments due on the buildings,
installations, improvements, machinery and equipment erected or
installed, as well as on the business or activities carried on or
conducted by it on the leased premises. LESSEE shall have the
right to contest the validity or amount in whole or in part of
any tax, fee or assessment asserted against it by any authority
which it deems to have been improperly levied or assessed.
10. Sale of Leased Premises. Should LESSOR desire to sell
the land during the original term of this Agreement, or the land
and/or buildings during the renewal thereof, LESSOR shall first
give written notice of such intention to LESSEE, (and providing,
as to the land, that LESSEE is then allowed by the Constitution
and laws of the Philippines to acquire land) LESSEE shall have
the first option to purchase the leased premises at the same
price offered or to be offered to third persons. If LESSEE
chooses not to purchase and LESSOR sells to a third party, LESSOR
agrees that it will require such third party to acknowledge and
respect the terms of this lease and any sale of land and/or
buildings shall be subject to this lease.
11. Default: Termination. This lease is made upon express
condition and LESSEE agrees that should LESSEE fail to pay the
rental herein stipulated, or any part thereof, or any
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other sum required of LESSEE to be paid to LESSOR at the time or
in the manner herein provided; or if default should be made in
any of the other covenants or conditions on LESSEE's part herein
and no corrective or remedial measures satisfactory to LESSOR
are instituted within thirty (30) days from receipt of written
notice by LESSOR or LESSOR's agent to LESSEE of such default,
such default, breach or act shall give LESSOR the right to
terminate this lease.
Should (i) LESSEE be prevented by the Government
authorities from successfully and profitably carrying on its
business on the leased premises, (ii) LESSOR breach the terms and
conditions of this Agreement, or (iii) any of the benefits and
incentives granted to LESSEE by Pres. Decree No. 66, as amended,
or any of the rights, guarantees, commitments, or assurances
given by the government authorities be withdrawn, suspended,
reduced or restricted; then the LESSEE may, at its option,
terminate this lease, or any renewal thereof, and neither party
shall have any claim against the other by reason of such
termination except that rentals paid by LESSEE for the unexpired
portion of the lease shall be refunded by LESSOR and the
provisions of Par. 7 hereof shall apply.
12. Insurance and Indemnity.
(a) LESSEE shall keep, save and hold LESSOR harmless
from all liabilities, penalties, losses, damages, costs,
expenses, causes of action, and/or judgment arising out or by
reason of any injury or liability caused by any person or
persons, from any cause or causes whatsoever, while in, upon or
in any way connected with the leased premises during the term of
this lease. For this purpose, LESSEE shall take out at its own
expense and keep in force during the term of this lease public
liability insurance with an insurance company acceptable to
LESSOR in an amount not less than One Million United States
Dollars (US$1,000,000) combined single
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limit of liability for bodily injury and property damage arising
out of the use of or resulting from any accident occurring in or
about the leased premises, and LESSOR shall be named as an
additional insured thereon.
(b) LESSEE shall, at its expense, take out and keep in
force during the term of this agreement a policy or policies of
fire insurance covering the buildings and improvements to be
erected on the leased premises against fire and extended coverage
perils in the amount of the replacement cost of subject property;
provided, however, that any such policy may contain deductibles
in such amounts as may be consistent with LESSEE's corporate
insurance programs. Such policy or policies shall name LESSEE as
insured thereon and LESSOR shall be provided with a loss payable
endorsement which shall provide for adjustment of loss as the
respective interests of LESSOR and LESSEE may appear at the time
of any such loss; provided, however, that the parties hereto
specifically understand and agree that LESSEE, as named insured
and to the extent provided in any such policy, may in its sole
discretion first apply any such insurance proceeds in the event
of loss to the reconstruction or repair of subject property.
(c) LESSEE shall provide LESSOR with certificates of
such insurance policies as provided hereinabove as soon as
practicable following the execution of this Agreement.
13. Waiver. The receipt by LESSOR of any rent payment with
or without knowledge of the breach of any covenant hereof, shall
not be deemed a waiver of any such breach, and no waiver of any
sum or right due hereunder shall be valid unless made in writing
and signed by the party waiving said sum or right. No delay or
omission in the exercise of any right or remedy accruing ...to
any party hereto upon any breach of obligation -provided in this
Lease Contract
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entered into by the LESSEE and LESSOR shall impair such right
or remedy or be construed as a waiver of any such breach
thereafter occurring.
14. Notices. All notices under this Agreement shall be sent
by registered mail to the parties at their addresses set forth
above, or at such addresses as the parties may advise each other
in writing.
15. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and cannot be changed in any
manner except in writing subscribed by the parties through their
duly authorized officers.
16. Benefit. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have signed these presents
in the City of Manila, Philippines, this
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Annex "C"
A B
10,000 Sq. Ft. 100,000 Sq. Ft.
POWER 60 KW
At 480 volts primary 75 KVA 1200 KVA
220/120 secondary 60
cycle
WATER and SEWERAGE 7200 gal. per day 2000 people-50,000
gal. per day
4000 people-96,000
gal. per day
Includes all needs
Flow rates-75-100
gal. per min.
(on 24 hour basis)
TELEPHONE 5 Lines 10 Lines
TELEX One Line One Line
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_____ day of _________, 1979.
EXPORT PROCESSING ZONE FAIRCHILD SEMICONDUCTOR
AUTHORITY (HONG KONG) LIMITED
(AUTHORITY) (REGISTRANT)
By:
TEODORO Q. PENA Y.I. LEE ARNOLD P. AGBAYANI
Acting Chairman Philippine Branch Philippine Branch
General Manager Comptroller
SIGNED IN THE PRESENCE OF
_______________________________ _____________________________
A C K N O W L E D G M E N T
Republic of the Philippines )
City of Manila ) s.s.
BEFORE ME, in the City of Manila, Philippines, this 10th day of Oct. ,
1979 personally appeared:
NAME RESIDENCE TAX CERTIFICATES
TEODORO Q. PENA AB -0202668
Acting chairman Issued -Las Pinas
EXPORT PROCESSING ZONE March 12,1979
AUTHORITY
Y. I. LEE, Philippine Branch R260166
Manager, FAIRCHILD, SEMI- Issued-Korea (South)
CONDUCTOR (HONGKONG) LIMITED MARCH 31,1978
ARNOLD P. AAGBAYANI OH-10447
Philippine. Branch Comptroller Issued- Chicago
FAIRCHILD SEMI-CONDUCTOR May 29, 1979
(HONK KONG) Limited
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All known to me and to me , known to be the same persons who executed the
foregoing instrument and acknowledged before me that the same is their free
and voluntary act and deed as well as that of the entities represented.
Said instrument refers to a LEASE AGREEMENT consisting of twelve (12)
pages, including this page of acknowledgment, signed by the parties and their
witnesses on each and every page thereof and sealed with my notarial seal.
VICTORIA CARINA VIQUERUBIN
NOTARY PUBLIC
UNTIL DECEMBER 31, 1979
Doc. No. 174
Page No 26 PRT No. 26078
Book No III
Series of 1979 Issued at MANILA
ON JAN. 5, 1979
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SUPPLEMENTAL AGREEMENT
KNOW ALL BY THESE PRESENTS:
This Agreement, made and entered into by and between:
EXPORT PROCESSING ZONE AUTHORITY, a government corporation created and
operating under Presidential Decree No. 66, as amended, with office
address at 4th floor, Legaspi Towers 300, Roxas Boulevard, Metro-Manila,
represented herein by its Administrator, Mr. GERARDO S. ESPINA, who has
been duly authorized hereinafter referred to as the "AUTHORITY
-AND-
FAIRCHILD SEMICONDUCTOR (Hong Kong) Limited, a foreign corporation duly
organized and authorized to do business in the Philippines with office
address at LSS Holbun Road, Kwun Tong, Kowloon , Hong Kong, represented
herein by its Philippine Branch General Manager and Comptroller, Messrs.
Y.I. Lee and Arnold P. Aghayani, respectively, who have been duly
authorized, hereinafter referred to as the "REGISTRANT".
W I T N E S S E T H That:
WHEREAS, on October 10, 1979, the Authority and Registrant executed a
Lease Agreement hereinafter referred to as "Original Contract", which
contract was acknowledged before Atty. Victoria Cavina V. Quarabin a notary
public for and in the City of Manila and appearing in her notarial register
on Doc. No. 174 Page No. 30. Book No. III, Series of 1979.
WHEREAS, the Original provided for the Lease of a particular portion of
Mactan Export Processing Zone containing an area of two (2) hectares, more or
less:
WHEREAS. under Resolution No. 82-014 dated March 20, 1932, of the EPZA
Board of Commissioners, an additional area of One Hundred (100) square meters
of land was allocated in favor of the Registrant for the construction of its
mechanized garbage disposal system;
-15-
NOW, THEREFORE, in view of the foregoing promises, and for and in
consideration of the actual covenants and undertakings hereinafter provided,
the parties hereto have agreed as follows
1. That paragraph 1 of Section 1 the Original Contract is hereby
amended, to read as follows:
Section 1 (par. 1). Lease of Land - Lessor hereby leases to
Lessor and Lessee hereby accepts in lease from Lessor that parcel of
land in Hactn Export Processing Zone with an area of two (2) hectares
(2), more or less , and more particularly bounded and described in the
attached survey plan marked as Annex "A" (hereinafter called "the
leased premises") and made an integral part hereof and an additional
area of ONE HUNDRED (100) sq a of land adjacent to said leased
premises to be utilized for its mechanized garbage disposal system.
During any removal term, the "leased premises" shall include all
buildings and improvements on the land.
2. It is understood that the rentals rate which shall govern the lease
of the additional area shall be the rate prevailing at the time of
the execution of this Agreement.
3. Nothing herein contained shall be construed as modifying or (2)
spending any of the terms and conditions of the Original Contract,
except as herein expressly provided.
IN WITNESS WHEREOF, the parties hereto have signed these presents this 10th
day of May , 1982 at ____________ Manila, Philippines.
EXPORT PROCESSING ZONE FAIRCHILD SEMICONDUCTOR LIMITED
AUTHORITY (REGISTRANT)
(AUTHORITY)
By: By:
GERARDO B. ESPINA Y. I LEE
Administrator
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SIGNED IN THE PRESENCE OF
1. A.L. PADILLA 2. R.B. BALAJADIA
A C K N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES )
CITY OF MANILA ) S.S.
BEFORE ME, in the City of Manila, Philippines, this ____ day of May ,
1982, personally appeared:
NAME RESIDENCE TAX CERTIFICATES
GERARDO S. ESPINA A/B
Administrator
Y.I. LEE A/B - 1032679-A, dtd. 1-29-82
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N A M E RESIDENCE TAX CERTIFICATES
ARNOLD P. AGBAYNI A/B
both known to me and to me known to be the same persons who executed the
forgoing instrument and acknowledged before me that the same is their free
and voluntary act and deed as well as that of the entities represented.
Said instrument refers to a SUPPLEMENTAL AGREEMENT consisting of four (4)
pages, including this page of acknowledgment, signed by the parties and their
witnesses on each and every page thereof and sealed with my notarial seal.
NOTARY PUBLIC
ATTY. LEVY B. FERNANDO
NOTARY PUBLIC
UNTIL DEC. 31.1982
Doc. No.192
page no 40
Book No. I
Series of 1982
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SECOND SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENT
This AGREEMENT, made and entered into by and between the -
EXPORT PROCESSING ZONE AUTHORITY, a government
corporation created and operating under Presidential Decree
No. 66, as amended, with office address as 4th Floor,
Legaspi Towers 300, Roxas Blvd., Metro-Manila, represented
herein by its Administrator, Mr. GERARDO S. ESPINA, who has
been duly authorized, hereinafter referred to as the
"AUTHORITY".
- and -
FAIRCHILD SEMICONDUCTOR (HONGKONG) Limited, a foreign
corporation duly organized and authorized to do business in
the Philippines with office address at Mactan Export
Processing Zone, Lapu-Lapu City, represented herein by its
General Manager, Mr. KENT A. GOHEEN, who is likewise duly
authorized, hereinafter referred to as the "REGISTRANT".
W I T N E S S E T H:
WHEREAS, on October 10, 1979, the AUTHORITY, and the REGISTRANT executed
a Lease Agreement hereinafter referred to as "original Contract:, which
contract was acknowledged before Atty. Victoria Cavina V. Querubin, a Notary
Public for and in the City of Manila and appearing in her notarial register
as Doc. No. 174; Page No. 36; Book No. III, Series of 1979:
WHEREAS, the Original Contract provided for the lease of a particular
portion of Mactan Export Processing Zone containing an area of two (2)
hectares more or less:
WHEREAS, under Resolution No. 82-044 dated March 20, 1982, of the EPZA
Board of Commissioners, an additional area of One Hundred (100) Square Meters
of land was allocated in favor of the REGISTRANT for the construction of its
mechanized garbage disposal system;
WHEREAS, on August 4, 1983, the REGISTRANT has requested to lease another
additional area of TWO HUNDRED THIRTY (230) Sq. M. for its Incinerator Plant;
WHEREAS, under Resolution No. 83-112 dated September 6, 1983, the EPZA
Board of Commissioners has approved said request;
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NOW, THEREFORE, in view of the foregoing premises and for and in
consideration of the mutual covenants and undertakings hereinafter provided,
the parties hereto have agreed as follows:
1. That paragraph 1 of Section 1 of the Original Contract is hereby
further amended to read as follows:
"Section 1 (Para1). Lease of Land. Lessor hereby leases to Lessee and
Lessee hereby accepts in lease from Lessor that parcel of land in Mactan
Export Processing Zone with an area of two (2) hectares more or less, and
more particularly bounded and described in the attached survey plan
marked as Annex "A" (hereinafter called the "leased premises"), and made
an integral part hereof and an additional area of One Hundred (100)
Square Meters of land adjacent to said leased garbage disposal system and
another additional area of TWO HUNDRED THIRTY (230) Sq. M. of land to be
utilized for its incinerator plant. During any renewal term, the "leased
premises" shall include all buildings and improvements on the land".
2. It is understood that the rental rate which shall govern the lease
of the additional area shall be the rate prevailing at the time of the
execution of this Agreement.
3. Nothing herein contained shall be construed as modifying or amending
any of the terms and conditions of the Original Contract, except as herein
expressly provided.
4. This Second Supplemental Agreement shall form part of the Original
Contract.
IN WITNESS WHEREOF, the parties hereto have signed these presents this
12th day of December, 1983, in the City of Manila, Philippines.
EXPORT PROCESSING ZONE FAIRCHILD SEMICONDUCTOR
AUTHORITY (HONKKONG)
(AUTHORITY) (REGISTRANT)
By By:
ORIGINAL SIGNED
GERARDO S. ESPINA KENT A. GOHEEN
Administrator General Manager
SIGNED IN THE PRESENCE OF :
1. ROGELIO B. BALAJADIA 2. ARTHUR L. PADILLA
A C K N O W L E D G M E N T
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REPUBLIC OF THE PHILIPPINES )
CITY OF MANILA ) S. S.
BEFORE ME, in the City of Manila, this 12th day of December, 1983,
personally appeared the following:
NAME RESIDENCE TAX CERTIFICATE
GERARDO S. ESPINA A/B 9874552
Administrator April 8, 1983
Manila
KENT A. GOHEEN A/B 1203912
January 18, 1983
Lapulapu City
both known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged before me that the same is free and
voluntary act and deed as well as that of the entities they represent.
Said instrument refers to a SECOND SUPPLEMENTAL AGREEMENT consisting of four
(4) pages, including this page of acknowledgment signed by the parties and
their witnesses on each and every page thereof and sealed with my notarial
seal.
ROMEO V. PEREZ
NOTARY PUBLIC
UNTIL DEC. 31. 1984
PTR-J90254-MLA-1-3 83
TAN-P6260-D0447-A7
Doc. No. 361
Page No. 39
Book No. XXIV
Series of 1983 ...
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THIRD SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement, made and entered into by and between -
EXPORT PROCESSING ZONE Authority a government
corporation created and operating under Presidential Decree
No. 66, as amended, with office address at the 4th Floor,
Legaspi Towers 300, Roxas Boulevard, Metro Manila,
represented herein by its Administrator Mr. RENATO L.
CAYETANO, who has been duly authorized, hereinafter referred
to as the "AUTHORITY".
- and -
FAIRCHILD SEMICONDUCTOR (HONKKONG) LIMITED, a foreign
corporation duly registered and authorized to do business in
the Philippines with office address at Mactan EXPORT
Processing Zone, Lapulapu City, represented herein by its
General Manager, MR. KINT A. GOHEEN, who is likewise duly
authorized, hereinafter referred to as the "REGISTRANT"
W I T N E S S E T H That:
WHEREAS, on October 10, 1979, the AUTHORITY and the REGISTRANT executed a
Lease Agreement hereinafter referred to as "Original Contract" which contract
was acknowledged before Atty. Victoria Cavina V. Querbin, a Notary Public for
and in the City of Manila and appearing in her Notarial Register as Doc. No.
174, Page No. 36; Book No. III; and Series of 1979;
WHEREAS, the Original Contract provided for the lease of a particular
portion of Mactan Export Processing Zone containing an area of two (2)
hectares, more of less;
WHEREAS, under Resolution No. 82-044 dated March 20,1982, of the EPZA
Board of Commissioners. an additional area of One Hundred (100 sq. ms.)
square meters of land was allocated in favor of the REGISTRANT for the
construction of its mechanized garbage disposal system.
WHEREAS, on August 4, 1983, the REGISTRANT again Requested an additional
area of TWO HUNDRED (200 sq. Ms.) SQUARE METERS of land for their incinerator
plant of the disposal of their chemical wastes which request was farvorably
recommended by the Zone Manager, MEPZ, to the Administrator and subsequently
approved by the latter on August 10, 1983:
-22-
WHEREAS, under Resolution No. 83-141 dated December 6, 1983, of the EPZA
Board of Commissioners, another additional area of ONE HUNDRED FIFTY (150 Sq.
Ms.) SQUARE METERS of land was allocated in favor of the REGISTRANT to be
used in the expansion of its Nitrogen Gas Tank Area subject to the payment of
rentals in accordance with the schedule of rates fixed under Resolution No.
82-042 dated March 8,1982.
NOW, THEREFORE, in view of the foregoing premises, and for and in
consideration of the mutual covenants and undertakings hereinafter provided,
the parties hereto have agreed as follows:
1. That paragraph 1 of Section 1 of the Original Contract is hereby
further amended to read as follows:
"Section I (Par. 1). Lease of Land -
LESSOR hereby leases to LESSEE and LESSEE hereby
accepts in lease from LESSOR that parcel of land in
Mactan Export Processing Zone with an area of two (2)
hectares, more or less, and more particularly bounded
and described in the attached Survey Plan marked as
Annex "A". (hereinafter called "The Leased Premises")
and made an integral part hereof and an additional
areas of :
(a) One Hundred (100 Sq. Ms.) Square Meters to be
utilized for its mechanized garbage disposal system;
(b) Two Hundred (200 Sq. Ms.) Square Meters for its
incinerator plant; and
(c) One Hundred Fifty (150 Sq. Ms.) Square Meters to be
used in the expansion of its Nitrogen Gas Tank Area. During
any 4enewal term, the "leased premises" shall include all
buildings and improvements on the land."
2. Nothing herein contained shall be construed as
modifying or amending any of the terms and conditions of the
Original Contract and the First and Second Supplemental
Agreement, except as herein expressly provided.
IN WITNESS WHEREOF, the parties hereto have signed these presents,
this _____ day of __________________, 1984 at _________________ Philippines.
EXPORT PROCESSING ZONE FAIRCHILD SEMICONDUCTOR
AUTHORITY (HONKKONG) LIMITED
-23-
By: By:
RENATO CAYETANO KENT A. GOHEEN
Administrator General Manager
SIGNED IN THE PRESENCE OF
A C K N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES )S.S.
CITY OF CEBU )
BEFORE ME, in the City of Cebu, Philippines, this 17th day of August,
1984, personally appeared:
NAM E RESIDENCE TAX CERTIFICATE
KENT A. GOHEEN A/B-13939661-Lapu-lapu City
General Manager February 21,1984
known to be the same person who executed this contract and acknowledged
before me that the same is his free act and deed.
Said instrument refers to THIRD SUPPLEMENTAL AGREEMENT, consisting of
four (4) pages, including this page of acknowledgment signed by the parties
and their witnesses on each and every page thereof and sealed with my
notarial seal.
MANUEL P. LEGASPI
NOTARY PUBLIC
UNTIL 1985
PTR. No. 5235457
JAN. 25,1984 PLACER SURIGAO NORTE
Doc. No. 187
page No. 39
Book No. XIV
Series of 1984
-24-
A C K N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES )
CITY OF MANILA ) S.S
BEFORE ME, in the City of Manila, Philippines, this ____day of September,
1984, personal appeared:
NAME RESIDENCE TAX CERTIFICATE
RENATO L. CAYETANO LB-172950-Patros M.M.
Administrator Jan. 23, 1984
known to be the same person who executed this contract and acknowledge before
me that the same is his free act and deed.
Said instrument refers to THIRD SUPPLEMENTAL AGREEMENT, consisting of
four (4) pages, including this page of acknowledgment signed by the parties
and their witnesses on each and every page thereof and sealed with my
notarial seal.
Doc. No. 438
Page No. 89
Book No. II
Series of 1984
-25-
FOURTH SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This AGREEMENT made and entered into by and between:
EXPORT PROCESSING ZONE AUTHORITY, a government
corporation created and operating under Presidential Decree
No 66, as amended, with office address at the 4th floor,
Legaspi Towers 300, Roxas Blvd., Metro Manila, represented
herein by its Chairman-Administrator, MR. JAIME L. GUERRERO,
who has been duly authorized, hereinafter referred to as the
"AUTHORITY."
- and -
FAIRCHILD SEMICONDUCTOR (HONKKONG) LIMITED, a foreign
corporation duly registered and authorized to do business in
the Philippines with office address as Mactan, Export
Processing Zone, Lapu-Lapu City, represented herein by its
General Manager, MR. JAMES D. STILSON, who is likewise duly
authorized, hereinafter referred to as the "REGISTRANT".
W I T N E S S E T H That:
WHEREAS, on October 10, 1979, the AUTHORITY and the REGISTRANT executed a
Registration Agreement hereinafter referred to as the "Original Contract,"
which contract was acknowledged before Atty. Victoria Casina V. Querubin, a
Notary Public for and in the City of Manila and appearing in her Notarial
Register as Doc. No. 174; Page No. 36; Book No. III; and Series of 1979;
WHEREAS, the Original Contract provided for the lease by the REGISTRANT
of a particular portion of Mactan Export Processing Zone containing an area
of two (2) hectares, more or less;
WHEREAS, the REGISTRANT requested to lease several additional areas -
100, 200, and 150 square meters, which were the subject of the First, Second
and Third Supplemental Agreements, respectively;
WHEREAS, on November 7, 1986, the REGISTRANT requested again to lease
additional land area of TWO THOUSAND SEVEN HUNDRED FORTY THREE (2,743 Sq.
Ms.) SQUARE METERS which the Chairman-Administrator approved upon the
recommendation of the AUTHORITY's Project Evaluation and Review Department.
-26-
NOW, THEREFORE, in view of the foregoing premises, and for and in
consideration of the mutual covenants and undertakings hereinafter provided,
the parties hereto have agreed as follows:
1. That paragraph 1 of Section 1 of the Original Contract is hereby
further amended to read as follows:
Section 1. (Para. 1). Lease of Land -
"LESSOR hereby leases to LESSEE, LESSEE hereby accepts
in lease from LESSOR that parcel of land in Mactan
Export Processing Zone with an area of two (2)
hectares, more or less, and more particularly bounded
and described in the attached Survey Plan marked as
Annex "A" (hereinafter called "The Leased Premises")
and made an integral part herof and additional areas
of:
a) One Hundred (100 sq.m.) Square Meters to be utilized
for its mechanized garbage disposal system (Plan
attached and marked as Annex "B");
b) Two Hundred (200 sq.m.) Square Meters for its
incinerator plans (Plan attached and marked as Annex
"C:);
c) One Hundred Fifty (150 sq.m.) Square Meters to be used
in the expansion of its Nitrogen Gas Tank Area (Plan
attached an marked as Annex "D"); and
d) Two Thousand Seven Hundred Forty Three (2,743 sq.m.)
Square Meters(Plan attached and marked as (Annex "E").
During any renewal term, the "leased premises" shall
include all buildings and improvements on the land.
2. The schedule of rental rates to be applied on the 2,743 sq.m. space
shall be the rates provided under Board Resolution No. 85-033 dated March 18,
1985, as follows:
Jan. 1, 1985 to Dec. 31, 1989.................... 4.20/sq.m./mo.
Jan. 1, 1990 to Dec. 31, 1994.................... 6.09/sq.m./mo.
Jan. 1, 1995 to Dec. 31, 1999.................... 8.83/sq.m./mo.
Jan. 1, 2000 to Dec. 31, 2004.................... 12.80/sq.m./mo.
3. The REGISTRANT shall deposit with the AUTHORITY an amount equivalent
to two (2) months rental in the amount of Twenty Three Thousand Forty-One and
20/100 (p23,041.20) Pesos, which deposit shall be forfeited in favor of the
AUTHORITY in case
-27-
implementation of the project is not effected within ninety (90) days from
date of signing of this Fourth Supplemental Agreement;
4. The REGISTRANT shall start payment of regular rentals thereon on
the 90th day from date of the signing of this Fourth Supplemental Agreement
or on the 90th day from date of actual occupancy of the lot as certified by
the MEPZ Zone Manager, whichever date comes earlier;
5. The expansion to be authorized herein shall be on that area
indicated by red color marks on the location map attached hereto as Annex
"E," specifically described as 21 meters away from the existing perimeter
fence on the North west elevation and 15 meters on the southeast elevation;
6. Nothing herein contained shall be construed as amending or modifying
any of the terms and conditions of the Original Contract, "First, "Second"
and "Third Supplemental Agreements," except as herein expressly provided.
7. This Fourth Supplemental agreement shall form part of the "Original
Contract," "First." "Second" "Third Supplemental Agreements."
IN WITNESS WHEREOF, the parties hereto have signed those presents this
10th day of March, 1987 in the City of Manila, Philippines.
EXPORT PROCESSING ZONE FAIRCHILD SEMICONDUCTOR
AUTHORITY (HONKKONG) LIMITED
(AUTHORITY) (REGISTRANT)
By: By:
JAIME L. GUERRERO JAMES D. STILSON
Chairman-Administrator General Manager
SIGNED IN THE PRESENCE OF:
_______________________________ _____________________________
A C K N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES )S.S.
CITY OF CEB )
BEFORE ME in the City of Cebu, Philippines, this ____ day of ____, 1987,
personally appeared:
NAME RESIDENCE TAX CERTIFICATE
-28-
JAMES D, STILSON Passport no. 0510-13285
General Manager issued on: Feb. 24, 1986
known to be the same person who executed this contract and acknowledged
before me that the same is his free act and deed.
Said instrument refers to FOURTH SUPPLEMENTAL AGREEMENT, consisting of
four (40) pages, including this page of acknowledgment signed by the parties
and their witnesses on each and every page thereof and sealed with my
notarial seal.
MANUEL A ESPINA
NOTARY PUBLIC
UNTIL DECEMBER 31,1988
PTR _______--
Doc. No. ______
Page No. _______
Book No. ______
Series of 1987
A C K N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES ) S.S.
CITY OF MANILA )
BEFORE ME, in the City of Manila, Philippines, this ____day of _____,
1987, personally appeared:
NAME RESIDENCE TAX CERTIFICATE
JAIME L. GUERRERO A/B 6764959, Feb. 3,1987
Chairman-Administrator Manila
known to be the same person who executed this contract and acknowledged
before me that the same is his free act and deed.
Said instrument refers to FOURTH SUPPLEMENTAL AGREEMENT, consisting of
four (4) pages, including this page of acknowledgment signed by the parties
and their witnesses on each and every page thereof and sealed with my
notarial seal.
NOTARY OF PUBLIC
Doc. No___;
Page No. ___;
-29-
Book No.___;
Series of 1987.
/iea
-30-
SIXTH SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS;
This Agreement made and entered into by and between -
EXPORT PROCESSING ZONE AUTHORITY, a government
corporation created and operating under Presidential Decree
No. 66, as amended, with office address at the 4th Floor,
Legaspi Towers 300, Roxas Blvd., Metro Manila, represented
herein by its Administrator, MR. RAMON J. FAROLAN, who is
duly authorized, hereinafter referred to as the "AUTHORITY",
- and -
NATIONAL SEMICONDUCTOR (HK) DISTRIBUTION LTD., a
foreign corporation duly registered and authorized to do
business in the Philippines with office address at the
Mactan Export Processing Zone, Lapulapu City, represented
herein by its Managing Director, MR. ROBERT M. GAGNE, who is
likewise duly authorized, hereinafter referred to as the
"REGISTRANT".
W I T N E S S E T H, That:
WHEREAS, on October 10, 1979, the AUTHORITY and the REGISTRANT executed a
Registration Agreement, hereinafter referred to as the "Original Contract",
which Agreement was acknowledged before Atty. Victoria Quirubin, a Notary
Public for and in the City of Manila and appearing in her Notarial Register
as Doc. No, 124; Page No. 36; Book No. III , Series of 1979;
WHEREAS, the REGISTRANT requested for an additional area at the Mactan
Export Processing Zone to be utilized as a disposal area for its solid wastes
resulting from its operations and as an expansion area;
WHEREAS, the AUTHORITY's Board of Commissioners under its Resolution No.
87-088 has approved the request of the REGISTRANT;
NOW, THEREFORE , in view of the foregoing premises and the mutual
covenants and undertakings hereinafter provided, the parties hereto have
agreed as follows:
1. The AUTHORITY hereby leases unto the registrant the following
parcels of land at the Mactan Export Processing Zone, which areas are clearly
indicated by bold red marks in the plan attached hereto as Annex "A" an make
and integral part hereof, to wit:
-31-
a. A particular portion of the Zone containing an area of about ONE
THOUSAND THREE HUNDRED TWENTY (1,320) SQUARE METERS as garbage
disposal area; and
b. A particular portion of the Zone containing an area of ONE
THOUSAND EIGHT HUNDRED NINETY (1,890) SQUARE METERS as an expansion
area.
2. The following schedule of rentals shall be applied on the above
mentioned leased premises:
Jan. 1, 1985 to Dec. 31, 1989.................... P4.20/sq.m./mo
Jan. 1, 1990 to Dec. 31, 1994.................... 6.09/sq.m./mo.
Jan. 1, 1995 to Dec. 31, 1999.................... 8.38/sq.m./mo.
Jan. 1, 2000 to Dec. 31, 2004.................... 12.00/sq.m./mo.
Thereafter, by appropriate Board Resolution
3. Payment of rentals for the garbage disposal area shall commence on
the 91st day from April 28, 1987 date when the MEPZ Zone Manager approved the
REGISTRANT's request to start site grading and construction, while on the
expansion area, payment of rental, shall commence on the 91st day from the
date of actual occupancy as certified by the MEPZ Zone Manager, thereafter,
monthly rentals shall be payable to the AUTHORITY in advance on or before the
5th day of every month without necessity of demand. In case of delinquency
in the payment of the rentals, as herein specified, such delinquent payment
shall bear interest at the rate of two (2%) per cent a month computed from
the date of delinquency.
4. The term of the lease of the above mentioned areas shall be
coterminous with the term of the Original Contract.
5. The REGISTRANT shall deposit with the AUTHORITY an amount equivalent
to two (2) months rentals on the above - mentioned leased premises upon the
signing of this Agreement.
6. Nothing herein contained shall be construed as amending or modifying
any of the terms and conditions of the Original Contract, First, Second,
Third, and Fourth Supplemental Agreement except as herein expressly provided.
7. This Sixth Supplemental Agreement shall form integral part of the
Original Contract.
IN WITNESS WHEREOF, the parties hereto have signed these presents this
16th day of February 1990 at the City of Manila and Lapulapu, Philippines.
EXPORT PROCESSING ZONE NATIONAL SEMICONDUCTOR
AUTHORITY (HK) DISTRIBUTION LTD.
(Authority) (Registrant)
-32-
By: By:
RAMON J. FAROLAN ROBERT M. GAGNE
Administrator Managing Director
SIGNED IN THE PRESENCE OF:
__________________________________ ________________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY OF LAPULAPU ) S.S.
BEFORE ME in Lapulapu City, Philippines, this 16th day of February 1990,
personally appeared ROBERT M. GAGNE, Managing Director of the NATIONAL
SEMICONDUCTOR DISTRIBUTION (HONGKONG) LIMITED with ________ No. 051349266
issued on Oct. 6, 1986 at _____ CA USA who is known to me and to me known to
be the same person who executed the foregoing instrument and acknowledged
before me that the same is his free and voluntary act and deed.
Said instrument refers to FIFTH SUPPLEMENTAL AGREEMENT, consisting of three
(3) pages, including this page of acknowledgment signed by the parties and
their witnesses on each and every page thereof and sealed with notarial seal.
JOSEPH SONG TANCO
NOTARY PUBLIC
Until December 31, 1991
P.T.R. No. 5220585
Cebu City, January 5, 1990
Doc. No. 458;
Page No. 93;:
Book No. II;
Series of 1990.
-33-
SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Supplemental Agreement made and entered into in the City of Manila
and LAPU LAPU by and between -
EXPORT PROCESSING ZONE AUTHORITY, a government
corporation created and operating under Presidential Decree
No.66, as amended revising Republic Act 5490, with office
address at the 4th floor Legaspi Tower 300, Roxas Blvd.,
Metro Manila, represented herein by its Administrator MR.
---TAGUMPAY R. JARDINIANO, who is duly authorized,
hereinafter referred to as the "AUTHORITY",
- and -
NATIONAL SEMICONDUCTOR (HK) DISTRIBUTION LTD., a
corporation July organized and existing under the laws of
the Philippines, with office address at Mactan Export
Processing Zone , represented herein by its Finance
Controller, MS. MERLYNDE PESIRLA, who is likewise duly
authorized, hereinafter referred to as the "REGISTRANT".
W I T N E S S E T H that;
WHEREAS, on October 10. 1979, the AUTHORITY and the REGISTRANT executed a
Registration Agreement, which contract was acknowledged before Atty. Victoria
Querubin, a Notary Public for and in the City of Manila and appearing in her
notarial register as Doc. No. 173, Page No. 36; Book No. III and Series of
1979;
WHEREAS, under the Original Contract, the scope of the REGISTRANT's
registered activity was limited to the manufacture of electronic products at
the Mactan Export Processing Zone.
WHEREAS, the REGISTRANT applied for the registration of its expansion
project involving the acquisition and installation of additional machinery
and equipment for the production of SOT-23 transistors, a semi-conductor
device used as an electronic component In the assembly of electrical and
electronic machineries at the MEPZ;
WHEREAS, under Board Resolution No. 93-120 dated August 16, 1993 of its
Board of Commissioners, the AUTHORITY approved the said application:
WHEREAS, the REGISTRANT is presently occupying a total leased area of
30,159,32 sq. m. under the Original Contract, which area is now fully
utilized by it;
-34-
WHEREAS, the REGISTRANT requested to lease an additional area of 8,642
sq. m. for the expansion of its manufacturing capability effective November
1, 1993;
WHEREAS, the AUTHORITY has approved the said request;
NOW, THEREFORE, in view of the foregoing premises and the mutual
covenants and undertakings hereinafter provided, the parties hereto have
agreed as follows:
1. In addition to the Manufacture of electronic products at the MEPZ,
the production of SOT-23 transistors, a semi-conductor device used as an
electronic component in the assembly of electrical and electronic machineries
is hereby included in the REGISTRANT'S registered activity as an expansion
project in accordance with its representations, commitments and proposal set
forth in its application and for ___ an integral part hereof
2. Within ninety (90) days from date of registration, the REGISTRANT
shall submit to the AUTHORITY (PERD) an Environmental Clearance Certificate
issued by the Environmental Management Bureau;
3. The registered capacity for the subject expansion project shall be
685 million pieces of SOT-23 per year;
4. The REGISTRANT shall strictly adhere to the following timetable;
Installation of Machinery
and Equipment August, 1993
Start of Commercial Operation September, 1993
5. REGISTRANT shall present proof of increase in capitalization by US
$2.0 M within one (1) year from the start of commercial operation of the
expansion project;
6. The REGISTRANT shall establish a separate book of account for the
project and shall set up an accounting system consistent with Item R No. 3 of
its application with EPZA compatible with EPZA reporting requirements under
General Circular No. 84-001:
7. That REGISTRANT shall furnish the AUTHORITY with copies of reports
which by law or regulation it is required to submit to the National Census
and Statistics Office, Central Bank, Department of Labor and Employment,
Bureau of Internal Revenue, Social Security System and Securities Exchange
Commission covering operations capital investments and other matter in its
operations in accordance with and within the person(s) fixed under Section
13, Rule __ of the Amended EPZA Rules and Regulations Implementing PD 66. as
further amended by the Omnibus Investments Code of 1987.
-35-
8. That REGISTRANT shall formally notify the MEPZ Zone Manager of the
date it is to start commercial production of its product and shall submit a
sworn certificate of the start of its commercial operation within thirty (30)
days from such date to the AUTHORITY (PERD);
9. In addition to the lot area of 30,159.32 sq. ms. allocated to the
REGISTRANT under the Original Contract, the AUTHORITY hereby leases to the
REGISTRANT an additional area of EIGHT THOUSAND SIX HUNDRED FORTY TWO
(8,642,00 sq. ms.) at the Mactan Export Processing Zone for its exclusive use
and, which area is clearly indicated by bold red marks in the plan attached
hereto as Annex "A" and made and integral part hereof Said area is
hereinafter refereed to as the "Leased Premises".
10. The REGISTRANT shall commence to pay rentals based on the rates
stated in par. 3.1 of Article III of the Original Contract on the additional
8,642 sq. m. effective November 1, 1983 thereafter, the regular rentals on
the Leased Premises shall be payable to the AUTHORITY in advance on of before
the 5th day or every month without necessity of demand.
In case of delinquency in the payment of rentals, such delinquent payment
shall bear interest at the rate of two (2%) percent a month computed from the
date of delinquency.
11. That on or upon signing of this Agreement, the REGISTRANT shall
deposit with the AUTHORITY an amount equivalent to two month rental on the
Leased premises, which deposit shall be forfeited in favor of the AUTHORITY
in the event that project Implementation is not started ninety (90) days from
date of registration. If the project is started within the said period, the
deposit shall be held in trust by the AUTHORITY and shall be credited as
payment of land rentals or other obligations that may be due to the AUTHORITY
only upon the termination of the lease period unless the same is renewed
and/or unless the REGISTRANT has violated the terms and conditions of this
Agreement, the Amended EPZA Rules and Regulations and the applicable EPZA
circulary or memoranda. In the latter case, the deposit shall continue to be
held in trust by the AUTHORITY or be considered as liquidated damages by way
of penalty.
12. The REGISTRANT recognizes the right of the AUTHORITY to conduct an
inventory of REGISTRANT's machineriess, equipments stocks of finished or
semifinished products, work in process, raw materials, supplies and other
assets, at any hour of the day or night upon a 24-hour notice given by the
AUTHORITY.
The REGISTRANT shall not prevent, obstruct impede or otherwise frustrate
the exercise of this prerogative by the AUTHORITY.
It is understood that in the exercise of this power to conduct an
inventory, the AUTHORITY acting thru its duly authorized representatives, may
break open any door, window, wall floor or ceiling of any enclosure where
such equipments stocks or machineries are kept without being liable for
prosecution or damages therefor when itis determined that the items/goods to
be inventoried are intentionally placed in the enclosure to prevent their
examination, or when despite the notice as required, the enclosures were
locked, sealed or otherwise closed in any manner to prevent entry therein by
the AUTHORITY's representative/s.
-36-
The AUTHORITY may only (2) employ such force and cause such damage as may
be necessary to cause entry into the premises.
13. Nothing herein contained shall be construed as amending or modifying
any of the terms and conditions of the Original Contract except as herein
expressly provided.
14. This Supplemental Agreement shall form integrap part of the Original
Contract.
IN WITNESS WHEREOF, the parties hereunto have signed these presentation on
____ day of AUG 25 1994
EXPORT PROCESSING ZONE NATIONAL SEMICONDUCTOR (HK)
AUTHORITY DISTRIBUTION LTD.
(Authority ) (Registrant)
By: By:
TAGUMPAY R. JARDINIANO MERLYNDE PESIRLA
Administrator Finance Controller
SIGNED IN THE PRESENCE OF;
_____________________________ ________________________
ACKNOWLEDGMENT
Republic of the Philippines )
Lapulapu City )s.s.
BEFORE ME, this __day of Aug 25. 1994, 1994 personally appeared MERLYNDE
PESIRLA, Finance Controller, National Semiconductor (HK) Distribution, Ltd.,
both known to me and to me known to be the same person who executed the
foregoing instrument and acknowledged to me that the same is her free and
voluntary act and deed as well as that of the entity represented with Residence
Cert. #20324487, issued March 23, 1994, Mandaue City.
Said instrument refers to a Supplemental Agreement consisting of six (6)
pages including this page of acknowledgment signed by the parties and their
witnesses on each and every page thereof and sealed with my notarial seal.
ENRIQUE M.O. DIOLA, JR.
NOTARY OF PUBLIC
Until December 31, 1995
Privilege Tax Receipt No. 0486073
Cebu City. 1-28-94
-37-
Doc. no. 23;
Page No. 6;
Book No. VI;
Series of 1994
Before me personally appeared Tagumpay R. Jordiniano R. C. #23647723,
January 7, 1994, Muntinlupa, Rizal, known to me to be the same person who
executed the foregoing document consisting of 6 pages including this
acknowledgment signed according to law and he acknowledged before me that the
same is his free act and deed.
Makati, Metro Manila , August 12,1994.
Doc. No. 64; Page 143
-38-
(MAP)
-39-
SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Supplemental Agreement made and entered by and between -
EXPORT PROCESSING ZONE AUTHORITY, a government corporation, created
and operating under Presidential Decree No. 66, as amended, Revising
Republic Act 5490. with office address at the 4th floor. Legaspi
Towers 300. Roxas Boulevard, Metro-Manila. represented herein by its
Administrator. MR. TAGUMPAY R. FARDINIANO. who is duly authorized.
hereinafter referred to as the "AUTHORITY"
- and -
NATIONAL SEMICONDUCTOR (HK) DISTRIBUTION LTD., a corporation duly
organized and existing under the laws of the Philippines with office
address at Mactan Export Processing Zone, Mactan, Lapu-Lapu City,
represented herein by its Finance Comptroller. MS. MERLYNDE PESIRLA.
who is likewise duly authorized. hereinafter referred to as the
"REGISTRANT"
W I T N E S S E T H:
WHEREAS on October 10, 1979, the AUTHORITY and the REGISTRANT executed a
Registration Agreement, which Querbin, a Notary Public for and in the City of
Manila and which contract was acknowledged before Atty. Victoria appearing in
her notarial Register as Doc. No. 173, Page No. 36, Book No. III and series of
1979;
WHEREAS, on several occasions, the REGISTRANT requested to lease additional
land areas inside the Mactan Export Processing Zone (MEPZ) which requests were
approved and were the subject of the several Supplemental Agreements.
WHEREAS, the REGISTRANT requested a new to lease additional 1,249.85 sq.m.
of lot inside the MEPZ for the installation of additional cooling tower of its
air conditioning system, which request was approved by the AUTHORITY subject to
the standard lease terms and conditions.
NOW, THEREFORE, in view of the foregoing premises and the mutual covenants
and undertakings hereinafter provided, the parties hereto have agreed as
follows:
1. The AUTHORITY hereby leasee unto the the REGISTRANT an additional ONE
THOUSAND TWO HUNDRED FORTY NINE AND 85/100 (1.259.85 sq.m.) SQUARE METERS of
land at the MEPZ for its exclusive use and purposes subject to the following
schedule of rental rates:
-40-
Up to Dec. 31, 1994 - P6.09 sq.m./mo.
01 Jan. 1995 - 31 Dec. 1999 - 8.38/ sq.m/mo.
01 Jan. 2000- 31 Dec. 2004 - 12.80/ sq.m./mo.
Thereafter. by appropriate Board Resolution.
2. The REGISTRANT shall commence to pay rentals on the said additional
1,249.85 sq.m. of leased area on the date when the REGISTRANT started fencing
the subject area as certified by the MEPZ Zone Manager, thereafter, the regular
rentals on the leased premises shall be payable to the AUTHORITY in advance on
or before the 5th day of every month without the necessity of demand
3. That on or upon the signing of this Agreement, the REGISTRANT shall
deposit with the AUTHORITY an amount equivalent to two (2) months rentals on the
leased premise, which deposit shall be forfeited in favor of the AUTHORITY in
the event that the implementation of the project is not started ninety (90) days
from the date of registration. If the project is started within the said period,
the deposit shall be held in trust by the AUTHORITY and shall be credited as
payment of land rentals or other obligations that may be due to the AUTHORITY
only upon the termination of the lease period unless the same is renewed and/or
unless the REGISTRANT has violated the terms and conditions of this Agreement,
the Amended EPZA Rules and Regulations, and the applicable EPZA circulars or
memoranda. In the latter case, the deposit shall continue to be held in trust
by the AUTHORITY or be considered as liquidated damages by way of penalty.
In case of delinquency in the payment of rentals, such delinquent payment
shall bear interest at the rate of two (2%) percent a month computed from the
date of delinquency.
4. Nothing herein contained shall be construed as amending or modifying
any of the terms and conditions of the Original Contract except as herein
expressly provided.
5. This Supplemental Agreement shall form integral part of the Original
Contract.
IN WITNESS WHEREOF the parties hereto have signed this present this 29th
day of May 1995 at the City of Manila, Philippines.
EXPORT PROCESSING ZONE NATIONAL SEMICONDUCTOR
AUTHORITY (HK) DISTRIBUTION. LTD.
(Authority) (Registrant)
BY: BY:
TAGUMPAY R. JARDINIANO MERIYNDE PESIRLA
Administrator Finance Comptroller
W I T N E S S E S
- - - - - - - - -
-41-
A C K N O W L E D G M E N T
- - - - - - - - - - - - - -
Republic of the Philippines )
City of Makili )s.s.
BEFORE ME, this 29th day of May, 1995 personally appeared the following:
NAME CTC/PASSPORT NO.
TAGUMPAY R. JARDINIANO No. 3480315 1-23/95
Muntinlupa
MERLYNDE PESIRLA Res. Cert. No. 1786976
Mandaue, Cebu 1/04/1995
both known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged to me that the same is their free and
voluntary act and deed as well as that of the entities represented.
Said instrument refers to a Supplemental Agreement consisting of three (3)
pages including this page signed by the parties and their witnesses on each and
every page thereof and sealed with my notarial seal.
NOTARY PUBLIC
DOC. NO. 202
BOOK NO. 42
PAGE NO. I
SERIES OF 1995
-42-
SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Supplemental Agreement, made and entered into in the Cities of Manila
and Lapu-Lapu by and between ---
EXPORT PROCESSING ZONE AUTHORITY, a government corporation
created and operating under Presidential Decree No. 66, as amended
revising Republic Act 5490, with office address at the 4th Floor,
Leraspi Towers 300, Roxas Blvd., Metro Manila, represented herein by
its Administrator. MR. TAGUMPAY R. JARDINIANO, who is duly authorized
hereinafter referred to as the "AUTHORITY"
-and-
NATIONAL SEMICONDUCTOR (HK) DISTRIBUTION LTD., a corporation duly
organized and existing under the laws of the Philippines, with office
address at Mactan Export Processing Zone represented herein by its
Finance Controller, MS. MERLYNDE PESIRLA, who is likewise duly
authorized, hereinafter referred to as the "REGISTRANT."
WITNESSETH That:
WHEREAS, on October 10, 1979 the AUTHORITY and the REGISTRANT executed
a Registration Agreement, which contract was acknowledged before Atty.
Victoria Querubin, a Notary Public for and in the City of Manila and
appearing in her Notarial Register as Doc. No. 173: Page No. 36: Book No.
III and Series of 1979;
WHEREAS, the Original Contract was amended by a Supplemental Agreement
dated August 25, 1994 authorizing the inclusion in the scope of the
REGISTRANT's registration activity of an expansion project consisting in
the production of SOT - 23 transistors and the lease of an area of 8,642
sq. m. in MEPZ in addition to the lot of 30,159.32 sq.m. allocated to the
REGISTRANT under the Original Contract:
WHEREAS, in a Memorandum dated March 24, 1995, the AUTHORITY informed
the REGISTRANT that the leased premises under the said Supplemental
Agreement was an integral part of the Original Contract and therefore
ownership of all structures and improvements thereon, including a new
additional building which is scheduled to be completed by July, 1995, shall
revert to the AUTHORITY after December 31, 2004, the expiration of the
Original Contract;
WHEREAS, the REGISTRANT in a letter dated May 22, 1995, requested for
a reconsideration of the AUTHORITY's foregoing position on the following
grounds:
-43-
1. That the subject leased premises does not form part of the original
parcel of land covered by the Original Contract which was executed in 1979;
2. That the subject leased premises was made available to the REGISTRANT
in 1993 and the corresponding Supplemental Agreement was approved in 1994:
3. That the lease of the above mentioned leased premises should be
subject to a longer term of 25 years renewable for another 25 years as provided
under R.A. 7652;
4. That the term and condition of the Original Contract will reduce the
life of the said building by less than 10 years, thus preventing the Registrant
from making a reasonable recovery of its additional capital investment:
WHEREAS, the AUTHORITY has approved the REGISTRANT's request;
NOW, THEREFORE, in view of the foregoing premises and the mutual covenants
and undertakings hereinafter provided, the parties hereto have agreed as
follows:
1. The term of the lease of the additional 8,642 sq.m. of land in MEPZ
under the subject Supplemental Agreement shall be for a period of twenty-five
(25) years commencing from November 1, 1993, unless sooner terminated as
hereinafter provided. The lease of the leased premises shall be renewable at
the option of the REGISTRANT for a period of twenty-five (25) pursuant to the
provisions hereinafter set forth. The option to renew the lease shall be
exercised in writing by the REGISTRANT, not later than sixty (60) days prior to
the expiration of the Original term. The execution of the renewal Contract
shall be made prior to the termination of the first twenty-year period. Upon
the expiration of the first twenty-five year term of the lease, the REGISTRANT's
factory building(s) and improvements shall automatically belong to the AUTHORITY
without cost and without the need of judicial demand. Thereafter, subject to
such terms and conditions as may be mutually agreed upon by the parties, a new
lease agreement may be entered into on the said factory building and in the zone
area occupied by it.
2. It is understood, however, that in all cases, the period of the lease
shall be co-terminous with the registration of the REGISTRANT with the
AUTHORITY. In the event the REGISTRANT's registration is canceled or revoked
prior to the expiration of the lease period, the lease over the leased premises
as provided, herein, shall be deemed automatically terminated without the need
of judicial or extrajudicial demand/action: Provided, further, that the lease
on the leased premises shall thereafter be treated or month-to-month basis
effective from the payment of rentals by REGISTRANT in accordance with the
rental rates fixed in par.10 of the subject Supplemental Agreement or with the
prevailing rental rates in MEPZ, whichever is applicable. Provided, further,
That within two (2) months from the date of the said cancellation or revocation,
unless this period is extended upon written request and upon written approval of
the AUTHORITY based on meritorious grounds, the REGISTRANT shall have the option
to:
(a) sell its building(s) and permanent improvements to another
zone export enterprise after giving a one-month notice to the
AUTHORITY; or
-44-
(b) remove the said building(s) and permanent improvements at
its own expense after giving a one-month notice to the AUTHORITY.
However, both options shall be subject to the pre-emptive right of the
AUTHORITY to acquire the said building(s) and permanent improvements upon
payment of compensation therefor, in an amount equivalent to the book value
thereof less depreciation cost at the rate of five (5%) percent per annum. In
the event the AUTHORITY decides not to exercise its pre-emptive right to acquire
the said building(s) and permanent improvements, it shall communicate the same
to the zone export enterprise within two (2) months from receipt of the latter's
notice to sell or to remove the same.
If the REGISTRANT cannot sell its factory building to another
zone-registered enterprise or to an entity qualified to become a zone-registered
enterprise within the said two-month option period to sell or to remove/demolish
its factory building or within the extension period that may have been granted
and the AUTHORITY did not exercise its pre-emptive right to acquire the same,
REGISTRANT shall remove or demolish the factory building at its own expense,
failing which the AUTHORITY shall remove or demolish the same without the need
of a judicial order or demand and the cost thereof shall be chargeable to the
REGISTRANT.
3. The REGISTRANT shall pay all real property taxes, fees and charges
under the provisions of the real property tax code and other laws in respect to
the provisions leased by it.
4. Nothing herein contained shall construed as amending or modifying any
of the terms and conditions of the Original Contract except as herein expressly
provided.
5. This Supplemental Agreement shall form an integral part of the
Original Contract.
IN WITNESS WHEREOF, the parties hereto have signed these presents on this
______ day of May, 1995.
EXPORT PROCESSING ZONE NATIONAL SEMICONDUCTOR (HK)
AUTHORITY DISTRIBUTION LTD.
(Authority) (Registrant)
By: By:
TAGUMPAY R. JARDINIANO MERLYNDE PESIRLA
Administrator Finance Controller
SIGNED IN THE PRESENCE OF :
_______________________ ______________________
-45-
A C K N O W L E D G M E N T
Republic of the Philippines )
City of Manila )
BEFORE ME, this __________ day of __________________, 1995 personally
appeared the following:
NAME RESIDENCE TAX CERTIFICATE
MERLYNDE PESIRLA NO. 1786976 Jan. 1, 1995
both known to me and to me know to be the same persons who executed the
foregoing instrument and acknowledged to me that the same is their free and
voluntary act and deed as well as that of the entities represented.
Said instrument refers to a Supplemental Agreement consisting of five (5)
pages including this page of acknowledgment signed by the parties and their
witnesses on each and every page thereof and sealed with my notarial seal.
Doc. No. 84;
Page No. 18;
Book No. VII;
Series of 1995.
-46-
ACKNOWLEDGMENT
--------------
Republic of the Philippines )
City of Manila )
BEFORE ME, this _____ day of _______, 1995 personally appeared the
following:
NAME RESIDENCE TAX CERTIFICATE
TAGUMPAY R. JARDINIANO No. 3480135, Jan. 23, 1995
both known to me and to me known to be same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act
and deed as well that of the entities represented.
Doc. No. 212:
Page No. 44:
Book No. I:
Series of 1995
-47-
SEVENTH SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Supplemental Agreement, made and entered into in the City of Manila,
by and between -
PHILIPPINE ECONOMIC ZONE AUTHORITY, a government corporation created and
operating under Republic Act 7916 otherwise known as Special Economic Zone
Act of 1995, with office address at the 4th Floor Legaspi Towers 300, Roxas
Blvd., Metro Manila, represented herein by its Director General, MS. LILIA
B. DE LIMA, who is duly authorized, hereinafter referred to as the "PEZA".
- and -
NATIONAL SEMICONDUCTOR (HK) DISTRIBUTION LTD., a corporation duly organized
and existing under the laws of the Philippines with office address at
Mactan Export Processing Zone, Mactan, Lapu-Lapu City, represented herein
by its Finance Comptroller, MS. MERLYNDE PESIRLA, who is likewise duly
authorized, hereinafter referred to as the "REGISTRANT"
W I T N E S S E T H That:
WHEREAS, on October 10, 1979, the Export Processing Zone Authority
(EPZA) and the REGISTRANT executed a Registration Agreement, which contract
was acknowledged before Atty. Victoria Querubin, a Notarial Public for and
in the City of Manila and appearing in her Notarial Register as Doc. No.
173, Page No. 36, Book No. III and series of 1979;
WHEREAS, with the effectivity of R.A. 7916 (the Special Economic Zone
Act of 1995) and its implementing Rules and Regulations, all the rights,
obligations and interests of EPZA under the Original Contract have been
transferred to and assumed by the Philippine Economic Zone Authority (PEZA);
WHEREAS, on several occasions, the REGISTRANT requested to lease
additional land areas inside the Mactan Export Processing Zone (MEPZ) which
requests were approved and were the subject of the several Supplemental
Agreements;
WHEREAS, the REGISTRANT requested anew to lease additional 1,845.60
sq. ms. of land located between Registrant's factory building and CLIGCO
inside Mactan ECOZONE which request was approved by the PEZA subject to the
standard lease terms and conditions.
NOW, THEREFORE, in view of the foregoing premises and the mutual
covenants and undertakings hereinafter provided, the parties hereto have
agreed as follows:
-48-
1. The PEZA hereby leases unto the REGISTRANT an additional ONE
THOUSAND EIGHT HUNDRED AND FORTY-FIVE AND 60/100 (1,845.60 sq. ms.) SQUARE
METERS of land at the MEPZ for its exclusive use and purposes subject to the
following schedule of rental rates:
01 Jan. 1995 - 31 Dec. 1999 - P 8.83/sq.m./mo.
01 Jan. 2000 - 31 Dec. 2004 - 12.80/sq.m./mo.
Thereafter, by appropriate Board Resolution.
2. The REGISTRANT shall commence to pay rentals on the said
additional 1,845.60 sq. ms. of leased area on the date when the REGISTRANT
started fencing or occupying the subject area as certified by the Mactan ECOZONE
Administrator thereafter, the regular rentals on the leased premises shall be
payable to the PEZA in advance on or before the 5th day of every month without
the necessity of demand.
3. That on or upon the signing of this Agreement, the REGISTRANT
shall deposit with the PEZA an amount equivalent to two (2) months rentals on
the leased premises, which deposit shall be forfeited in favor of the PEZA in
the event that the implementation of the project is not started ninety (90) days
from the date of registration. If the project is started within the said
period, the deposit shall be held in trust by the PEZA and shall be credited as
payment of land rentals or other obligations that may be due to the PEZA only
upon the termination of the lease period unless the same is renewed and/or
unless the REGISTRANT has violated the terms and conditions of this Agreement,
the Amended EPZA Rules and Regulations, and the applicable EPZA circulars or
memoranda. In the latter case, the deposit shall continue to be held in trust
by the PEZA or be considered as liquidated damages by way of penalty.
4. The term of the lease of the additional 1,845.60 sq.ms. of land
in Mactan ECOZONE Administrator under the subject Supplemental Agreement shall
be for a period of fifty (50) years commencing from March 24, 1995, unless
sooner terminated as hereinafter provided. The lease of the Leased premises
shall be renewable at the option of the REGISTRANT for a period of twenty-five
(25) pursuant to the provisions of Republic Act No. 7652 (Investor's Lease Act),
Section 30 of Republic Act No. 7916 and Rule V of the latter's implementing
Rules and Regulations. The option to renew the lease shall be exercised in
writing by the REGISTRANT, not later than sixty (60) days prior to the
expiration of the Original Term. The execution of the renewal Contract shall be
made prior to the termination of the first twenty-year period.
5. It is understood, however, that in all cases the period of the
lease shall be co-terminous with the registration of the REGISTRANT with the
PEZA. In the event the REGISTRANT'S registration is canceled or revoked prior
to the expiration of the lease period, the lease over the leased premises as
provided, herein, shall be deemed automatically terminated without the need of
judicial or extrajudicial demand/action. Provided, further, that the lease on
the leased premises shall thereafter be treated or month-to-month basis
effective from the payment of rentals by REGISTRANT in accordance with the
rental rates fixed in par. 10 of the subject Supplemental Agreement or with the
prevailing rental rates in MEPZ, whichever is applicable. Provided, further,
That within two (2) months from the date of said cancellation or revocation,
-49-
unless this period is extended upon written approval of the PEZA based on
meritorious grounds, the REGISTRANT shall have the option to:
(a) sell its building(s) and permanent improvements to another zone
export enterprise after giving one-month notice to the PEZA; or
(b) remove the said building(s) and permanent improvements at its own
expense after giving a one-month notice to the PEZA.
However, both options shall be subject to the pre-emptive right of the PEZA
to acquire the said building(s) and permanent improvements upon payment of
compensation therefore, in an amount equivalent to the book value thereof less
depreciation cost at the rate of five (5%) percent per annum. In the event the
PEZA decides not to exercise its pre-emptive improvements, it shall communicate
the same to the zone export enterprise within two (2) months from receipt of the
latter's notice to sell or to remove the same.
If the REGISTRANT cannot sell its factory building to another
zone-registered enterprise or to an entity qualified to become a zone-registered
enterprise within the said two-month option period to sell or to remove/demolish
its factory building or within the extension period that may have been granted
and the PEZA did not exercise its pre-emptive right to acquire the same,
REGISTRANT shall remove or demolish the factory building at its own expense,
failing which the PEZA shall remove or demolish the same without the need of a
judicial order or demand and the cost thereof shall be chargeable to the
REGISTRANT.
6. The REGISTRANT shall pay all real property taxes, fees and charges
under the provisions of the real property tax code and other laws in respect to
the provisions leased by it.
7. Nothing herein contained shall be construed as amending or modifying
any of the terms and conditions of the Original Contract except as herein
expressly provided.
8. This Supplemental Agreement shall form an integral part of the
Original Contract.
IN WITNESS WHEREOF, the parties hereto have signed this _____ day of
_________, 1995 at the City of Manila, Philippines.
PHILIPPINE ECONOMIC ZONE NATIONAL SEMICONDUCTOR
AUTHORITY (HK) DISTRIBUTION, LTD.
(PEZA) (Registrant)
BY: BY:
LILIA B. DE LIMA MERLINDE PESIRLA
Director General Finance Controller
-50-
WITNESSES
_______________________ ______________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY OF MANILA ) S.S.
BEFORE ME, this _______day of ____________, 1995 personally appeared the
following:
NAME RESIDENCE CERTIFICATE NO.
LILIA B. DE LIMA
MERLYNDE PESIRLA
both known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged to me that the same is their free and
voluntary act and deed as well as that of the entities represented.
Said instrument refers to a Supplemental Agreement consisting of five (5)
pages including this page of acknowledgment signed by the parties and their
witnesses on each and every page thereof and sealed with my notarial seal.
Doc. No. 147
Page No 30
Book No._____
Series of 1995.
-51-
SUPPLEMENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Supplemental Agreement made and entered into by and between-
PHILIPPINE ECONOMIC ZONE AUTHORITY, a government corporation created and
operating under Republic Act No. 7916, with office address at Almeda
Building, Roxas Blvd., cor. San Luis St., Pasay City, represented herein by
its Director General, MS. LILIA B. DE LIMA, who is duly authorized,
hereinafter referred to as the "PEZA",
-- and -
NATIONAL SEMICONDUCTOR (HK) DISTRIBUTION LTD., a corporation duly organized
and existing under Philippine laws, with office address at the Mactan
Ecozone, Lapu-Lapu City, represented herein by its Managing Director, MR.
K. H. KHOR, who is likewise duly authorized, hereinafter referred to as the
"REGISTRANT".
WITNESSETH That:
WHEREAS, on October 10, 1979, the then Export Processing Zone
Authority (EPZA) and the REGISTRANT executed a Registration Agreement,
hereinafter referred to as the "Original Contract", which contract was
acknowledged before Atty. Victoria Querubin, a Notary Public for and in the
City of Manila and appearing in her Notarial Register as Doc. No. 173, Page No.
36, Book No. III, Series of 1979;
WHEREAS, upon the effectivity of R.A. 7916 creating the Philippine
Economic Zone Authority (PEZA) and E.O. No. 282 governing the evolution of
EPZA into PEZA, all rights and obligations of EPZA under the Original
Contract were transferred to and assumed by the PEZA;
WHEREAS, on several occasions, the REGISTRANT requested to lease
additional land areas inside the Mactan Ecozone, which requests were
approved by the PEZA and were subject of a number of supplemental
agreements;
WHEREAS, as per information of the MEZ Administrator pursuant to a
previous survey, the total area leased by the REGISTRANT is 40,647 sq. ms.
and not 36,324 sq.ms. as indicated in the Original LeaseAgreement and
subsequent supplemental agreements;
WHEREAS, in response to the request for clarification by the Legal
Services Department (PEZA) at the instance of the REGISTRANT, the MEZ
officials concerned conducted a geodetic survey of the area occupied by the
former and found that the said area consists of 40,216 sq.ms. only;
-52-
WHEREAS, pursuant to a summary of areas leased by the REGISTRANT that
was prepared and submitted by MEZ, out of the said total area of 40,216
sq.ms., a portion consisting of 2,046 sq.ms. is not covered by supplemental
agreement;
WHEREAS, the REGISTRANT requested for the correction of PEZA's
official records to reflect the actual area leased by it;
WHEREAS, the REGISTRANT likewise requested to amend the term of the
Original Lease Agreement and subsequent supplemental agreements to fifty (50)
years pursuant to the pertinent provision of the PEZA Law;
WHEREAS, the PEZA approved the said requests;
NOW, THEREFORE, in view of the foregoing premises and the mutual
covenants and undertakings hereinafter provided, the parties hereto have agreed
as follows:
1. In addition to the 38,170.45 sq.ms. of land leased by it under
the Original Lease Agreement and subsequent supplemental agreements, the PEZA
hereby leases to the REGISTRANT and the latter hereby accepts in lease that
parcel of land at the Mactan Ecozone consisting of 2,046 sq.ms., more or less,
now used and occupied by it but without a lease contract.
2. The rental rates to be applied to the said additional area shall
be as follows:
Jan. 1, 1996 - Dec. 31, 1999 - 8.83/sq.m./mo.
Jan. 1, 2000 - Dec. 31, 2004 - 12.80/sq.m./mo.
Thereafter, by appropriate PEZA Board Resolution.
Monthly rentals shall be payable to the PEZA in advance on or before
the 5th day of every month without necessity of demand. In case of delinquency
in the payment of the rentals, as herein specified, such delinquent payment
shall bear interest at the rate of two (2%) percent a month computed from the
date of delinquency.
The term of the lease of the entire leased premises consisting of
40,216 sq.ms. shall be for a period of FIFTY (50) years commencing as follows:
(a) For the following lots covered by the Original Lease Agreement and
subsequent supplemental agreements consisting of a total area of 38,170.45
square meters - from the date of execution thereof, to wit:
Date of Execution of Original
Supplemental Lease Agreement Lot Area (Sq. Ms.)
October 10, 1979 (Original) 20,000
-53-
May 24, 1982 100
December 12, 1983 230
August 17, 1984 150
March 10, 1987 2,743
February 16, 1990 1,320
February 16, 1990 1,890
August 25, 1994 8,642
May 27, 1995 1,249.85
November 9, 1995 1,845.60
(b) For the additional area of 2,046 square meters - from January 1,
1996 as per the attached certification of the MEZ Administrator dated September
18, 1996.
The lease of the leased premises shall be renewable once at the option
of the REGISTRANT for a period of not more than TWENTY-FIVE (25) years pursuant
to the provisions of R.A. No. 7952 (Investor's Lease Act), Section 30 of R.A.
No. 7916 and Rule V of the latter's implementing Rules and Regulations. The
REGISTRANT must, however, present proof that it has made social and economic
contributions to the country; otherwise, the application for renewal/extension
shall be disapproved. The option to renew the lease shall be exercised in
writing by the REGISTRANT not later than sixty (60) days prior to the expiration
of the original term.
3. It is understood, however, that in all cases the period of the
lease shall be coterminous with the registration of the REGISTRANT with PEZA.
In the event the REGISTRANT's registration is canceled or revoked for whatever
valid reasons, as well as cessation from operation by the REGISTRANT for a
continuous period of two (2) months unless this period is extended by PEZA on
meritorious grounds upon written request of the REGISTRANT, prior to the
expiration of the lease period, the lease over the leased premises as provided
herein shall be deemed automatically terminated without the need of judicial or
extrajudicial demand/action. Provided, that the lease on the leased premises
shall thereafter be treated on a month-to-month basis effective from the date of
said cancellation or revocation subject to the payment of rentals by the
REGISTRANT to PEZA in accordance with the rental rates in the Mactan Ecozone,
whichever is applicable. Provided, further, that within two (2) months from the
date of said cancellation or revocation, unless this period is extended upon
written request and written approval of the PEZA based on meritorious grounds,
the REGISTRANT shall have the option to:
-54-
a. sell its building(s) and permanent improvements to another
ecozone export enterprise after giving a one month notice to
PEZA; or
b. remove the said building(s) and permanent improvements at its own
expense after giving a one-month notice to PEZA.
4. The REGISTRANT shall see to it that its operation during the
course of manufacture or production will not endanger public safety or public
health nor violate the anti-pollution requirements of the government and shall
comply with the medical, dental, occupational health and safety laws,
regulations and standards of the Labor Code of the Philippines, as amended as
well as other provisions therein and rules and regulations promulgated
thereunder and other labor laws and regulations governing labor relations,
fixing of minimum wage, terms and conditions of employment, etc. For this
purpose, the REGISTRANT shall comply with the Master Employment Contract that
shall be prescribed by PEZA in coordination with the Department of Labor and
Employment and the policies and declarations promulgated for the preservation of
industrial peace within the Mactan Ecozone pursuant to Sections 39 and 38,
respectively of R.A. 7916 and Rule XXIII of its implementing Rules and
Regulations.
5. The REGISTRANT may assign, transfer, convey, sell, mortgage or
otherwise encumber its building(s)/structure(s), its machinery and equipment or
this Registration Agreement or leasehold rights arising therefrom, provided a
written consent of PEZA is obtained by the REGISTRANT fifteen (15) days prior to
such assignment, transfer, conveyance, sale, mortgage or encumbrance and subject
to such conditions and restrictions as may be imposed by PEZA. Any and all
rights and interests accruing to third parties in violation of this provision
shall not be binding against the PEZA.
6. The REGISTRANT shall keep, save and hold the PEZA free and
harmless from all liabilities, penalties, losses, damages, costs, expenses,
causes, claims and/or judgments arising out of or by reason of any injury or
liability caused by any person or persons from any cause or causes whatsoever
during the term of this Agreement by obtaining appropriate insurance with an
insurance company as would amply protect both parties herein against any
liability arising from its registered operations, including insurance against
losses from fire and fortuitous events.
7. The REGISTRANT recognizes the right of the PEZA to conduct an
inventory of REGISTRANT's machineries, equipment, stocks of finished or
semi-finished products, work-in-process, raw materials, supplies and other
assets, at any hour of the day or night, upon a 24-hour notice given by the
PEZA. The REGISTRANT shall not prevent, obstruct, impede or otherwise frustrate
the exercise of this prerogative by the PEZA.
8. The REGISTRANT agrees that the PEZA may disapprove or withhold
any application for permit to import, to export, to farm-out or to sell locally
or to avail of any incentive being administered by the PEZA as the case may be,
if REGISTRANT is delinquent in payment of rentals and other fees and charges due
or has violated any provision of the Original Contract or this Agreement, R.A.
7916 and its implementing Rules and Regulations and relevant PEZA memoranda and
circulars. Damages that may result due to the said disapproval or
-55-
withholding shall be solely borne by the REGISTRANT and the PEZA shall be
wholly free from liability for whatever damages that may result therefrom.
9. For all actions brought by either of the parties hereto against
the other, the party prevailing in said action shall be entitled to recover
costs of suits and reasonable attorney's fees which shall in no case be less
than TEN THOUSAND and ( 10,000) PESOS.
10. The parties hereto agree that any court action arising out of
this Agreement shall be filed in the proper court in the City of Lapu-Lapu.
11. The REGISTRANT shall present proof that it has settled all its
accounts with PEZA pertaining to its lease of the leased premises prior to the
execution of this supplemental agreement.
12. Nothing herein contained shall be construed as amending or
modifying any of the terms and conditions of the Original Contract except as
herein expressly provided.
13. This Supplemental Agreement shall form an integral part of the
Original Contract.
IN WITNESS WHEREOF, the parties hereto have signed those presents this
___ day of ________________, 1996 in the City of Pasay, Philippines.
PHILIPPINE ECONOMIC ZONE NATIONAL SEMICONDUCTOR
AUTHORITY (HK) DISTRIBUTOR LTD.
(PEZA) (REGISTRANT)
By: By:
LILIA B. DE LIMA K. H. KHOR
Director General Managing Director
SIGNED IN THE PRESENCE OF:
___________________________ __________________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
Metro Manila ) S.S.
BEFORE ME, a Notary Public for and in Metro Manila, on this ____ day
of ______________, 1996 personally appeared:
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NAME CTC/PASSPORT NO.
LILIA B. DE LIMA
K. H. KHOR
both known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged to me that the same is their free and
voluntary act and deed as well as that of the entities represented.
Said instrument refers to a Supplemental Agreement consisting of seven
(7) pages, including this page of acknowledgment signed by the parties on each
and every page thereof and sealed with my notarial seal.
NOTARY PUBLIC
Doc. No. 585
Page No. 118
Book No. II
Series of 1996.
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