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Exhibit
10.21
(Translation)
LAND AND BUILDINGS LEASE
AGREEMENT
for
Chokchai I
Building
between
CHOKCHAI INTERNATIONAL
CO., LTD.
and
FABRINET CO.,
LTD.
LAND AND BUILDINGS LEASE
AGREEMENT
This Agreement is made on April 30,
2004 at Chokchai International Co., Ltd. of No. 294 Moo 8,
Vibhavadee Rangsit Road, Tambol Kookot, Lamlookka District,
Pathumthani Province, between:
CHOKCHAI INTERNATIONAL CO., LTD
., by Miss Vivien Pakdeeprasong and Mr. Chai Bulkul,
authorized directors, with office located at No. 294 Moo 8,
Vibhavadee Rangsit Road, Tambol Kookot, Lamlookka District,
Pathumtanee Province, hereinafter referred to as “
Chokchai ”, of the one part, and
FABRINET CO., LTD ., by
Mr. Soon Kaewchansilp, authorized director, with office
located at No. 294 Moo 8, Vibhavadee Rangsit Road, Tambol
Kookot, Lamlookka District, Pathumtanee Province, hereinafter
referred to as “ Fabrinet ”, of the other
part.
Whereas, Chokchai, who has leased the
land under land title deeds nos. 2172 and 3857 from
Mrs. Sujarit Bulkul, wishes to sublet to Fabrinet certain part
of the land and buildings which are specified hereunder as Zone C
and Zone E, and to permit the use of part of the land which is
specified hereunder as Zone B1 and Zone B2 without payment of any
consideration; and
Whereas, Chokchai, who has leased the
land under land title deed no. 1527 from the Bureau of State
Property under a total of 4 (four) lease agreements made between
Chokchai and the Bureau of State Property dated April 16,
1990, dated January 24, 1996, dated June 26, 1996 and
dated November 19, 1996, hereinafter collectively referred to
as “State Property Lease Agreements”, with the consent
from the Bureau of State Property to the subletting of land under
the terms and conditions of the State Property Lease Agreements,
wishes to sublet to Fabrinet land together with buildings which are
specified hereunder as Zones A, D, F and G; and
Whereas Fabrinet wishes to sublet the
above-mentioned land together with buildings from
Chokchai.
Now, therefore, both parties agree as
follows:
Clause 1.
Definitions
“ Land ” means the
area appearing on the map attached hereto and specified as the
following zones:
| (1) |
Part of the land under land title deed no. 1527, survey page
25, volume 16, with an approximate area of 3,650 square meters,
hereinafter referred to as Zones A and D, for use as office,
storage and employees’ canteen; |
| (2) |
Part of the land under land title deed no. 3857, land no. 132,
survey page 1359 and under land title deed no. 2172, land no. 50,
survey page 200, volume 22, page 72, with an approximate area of
7,600 square meters, hereinafter referred to as Zones B1 and B2,
with Zone B1 being used as walkway and Zone B2 being used as common
road; |
Page 2
| (3) |
Part of the land under land title deed no. 3857, land no. 132,
survey page 1359 and under land title deed no. 2172, land no. 50,
survey page 200, volume 22, page 72, with an approximate area of
1,070 square meters, hereinafter referred to as Zone C, for use as
location of machinery; |
| (4) |
Part of the land under land title deed no. 1527, survey page
25, volume 16 with an approximate area of 450 square meters,
hereinafter referred to as Zone F, for use as storage and
offices; |
| (5) |
Part of the land under land title deed no. 1527, survey page
25, volume 16 with an approximate area of 1,824 square meters,
hereinafter referred to as Zone G, for use as parking
space; |
| (6) |
Part of the land under land title deed no. 3857, land no. 132,
survey page 1359 and under land title deed no. 2172, land no. 50,
survey page 200, volume 22, page 72, with an approximate area of
13,270 square meters, hereinafter referred to as Zone E, for use as
factory area. |
“ Buildings ” means
the factory, warehouse, offices, buildings and facilities on the
Land;
“ Leased Premises ”
means the Land and Buildings on the Land as detailed in Attachment
1 hereto, which shall be deemed an integral part hereof;
“ Common Area ” means
Zone B1, which is used as walkway, and Zone B2, which is used as
common road, for use by representatives, agents, employees and
persons authorized by Chokchai and Fabrinet as access and
exit.
“ Effective Date ”
means May 1, 2004.
“ Fair Market Rental
” means the amount of rental for the land and buildings
voluntarily agreed on by the lessor and the lessee without coercion
on the part of any party, or as determined by one or more
appraisers acceptable to Chokchai and Fabrinet, or according to the
terms of this Agreement.
“ Fair Market Value ”
means the value of the land and buildings to be purchased and sold
voluntarily between the purchaser and the seller without coercion
on the part of any party, or as determined by one or more
appraisers acceptable to Chokchai and Fabrinet, or according to the
terms of this Agreement.
“ Bureau of State Property
” means the Bureau of State Property, Ministry of
Finance.
“ Lease Term ” means
the period of 10 (ten) years from the Effective Date, i.e.
May 1, 2004 to April 30, 2014, inclusive of the first and
last days, and divided into 2 (two) phases, i.e. the First Lease
Phase and the Second Lease Phase.
“ First Lease Phase ”
means the period of the first 5 (five) years from May 1, 2004
to April 30, 2009, inclusive of the first and last
days.
“ Second Lease Phase
” means the period of 5 (five) years from the day immediately
following the First Lease Phase, i.e. May 1, 2009 to
April 30, 2014, inclusive of the first and last
days.
Page 3
| (3) |
Part of the land under land title deed no. 3857, land no. 132,
survey page 1359 and under land title deed no. 2172, land no. 50,
survey page 200, volume 22, page 72, with an approximate area of
1,070 square meters, hereinafter referred to as Zone C, for use as
location of machinery; |
| (4) |
Part of the land under land title deed no. 1527, survey page
25, volume 16 with an approximate area of 450 square meters,
hereinafter referred to as Zone F, for use as storage and
offices; |
| (5) |
Part of the land under land title deed no. 1527, survey page
25, volume 16 with an approximate area of 1,824 square meters,
hereinafter referred to as Zone G, for use as parking
space; |
| (6) |
Part of the land under land title deed no. 3857, land no. 132,
survey page 1359 and under land title deed no. 2172, land no. 50,
survey page 200, volume 22, page 72, with an approximate area of
13,270 square meters, hereinafter referred to as Zone E, for use as
factory area. |
“ Buildings ” means
the factory, warehouse, offices, buildings and facilities on the
Land;
“ Leased Premises ”
means the Land and Buildings on the Land as detailed in Attachment
1 hereto, which shall be deemed an integral part hereof;
“ Common Area ” means
Zone B1, which is used as walkway, and Zone B2, which is used as
common road, for use by representatives, agents, employees and
persons authorized by Chokchai and Fabrinet as access and
exit.
“ Effective Date ”
means May 1, 2004.
“ Fair Market Rental
” means the amount of rental for the land and buildings
voluntarily agreed on by the lessor and the lessee without coercion
on the part of any party, or as determined by one or more
appraisers acceptable to Chokchai and Fabrinet, or according to the
terms of this Agreement.
“ Fair Market Value ”
means the value of the land and buildings to be purchased and sold
voluntarily between the purchaser and the seller without coercion
on the part of any party, or as determined by one or more
appraisers acceptable to Chokchai and Fabrinet, or according to the
terms of this Agreement.
“ Bureau of State Property
” means the Bureau of State Property, Ministry of
Finance.
“ Lease Term ” means
the period of 10 (ten) years from the Effective Date, i.e.
May 1, 2004 to April 30, 2014, inclusive of the first and
last days, and divided into 2 (two) phases, i.e. the First Lease
Phase and the Second Lease Phase.
“ First Lease Phase ”
means the period of the first 5 (five) years from May 1, 2004
to April 30, 2009, inclusive of the first and last
days.
“ Second Lease Phase
” means the period of 5 (five) years from the day immediately
following the First Lease Phase, i.e. May 1, 2009 to
April 30, 2014, inclusive of the first and last
days.
Clause 2. Agreement on
Sublease
| 2.1 |
Sublease of the Leased Premises |
Chokchai agrees to sublet,
and Fabrinet agrees to sublease, the Leased Premises for the
purposes of lawful factory operation of Fabrinet, and Chokchai
covenants that it has full right and authority to sublet the Leased
Premises as follows:
| |
2.1.1 |
Zones C and E and the Buildings pursuant to the terms and
conditions contained herein; and |
| |
2.1.2 |
Zones A, D, F and G together with the Buildings, subject to the
terms and conditions provided in the State Property Lease
Agreements, and Fabrinet agrees to comply with the State Property
Lease Agreements as appearing on its copy in Attachment 2 hereto,
which is deemed an integral part hereof. |
Chokchai agrees to notify the
Bureau of State Property so that Fabrinet can be permitted to duly
take on the sublease pursuant to the terms and conditions of the
State Property Lease Agreements immediately after the execution of
this Lease Agreement.
| 2.2 |
Permission for Use of the Leased Premises |
Chokchai agrees to permit
Fabrinet to use Zones B1, B2 and G without payment of any
consideration.
| 2.3 |
Registration of Juristic Acts for Sublease of Leased
Premises |
Both parties agree to
register the juristic act for sublease of the Leased Premises at
the competent land office within 30 (thirty) days from the
Effective Date or by the date agreed by both parties subject to
terms of registration of juristic act for sublease of the Leased
Premises under the State Property Lease Agreements, whereby the
parties agree to attach this Lease Agreement for the registration
of juristic act for sublease. In case of conflict between the
registered lease agreement and this Agreement, this Agreement shall
prevail.
If the terms of the State
Property Lease Agreements do not correspond with the term of this
Agreement, Chokchai agrees to register the sublease agreement in
favour of Fabrinet until completion of the period under Clause 2.4
hereof, whereby the parties agree to declare the actual rental in
the registration of sublease juristic act and according to the
Lease Term that may be registered.
Fabrinet agrees to be solely
responsible for all fees and stamp duties relating to this
Agreement and the registration of juristic act of sublease of the
Leased Premises.
This Agreement has a term of
10 (ten) years commencing on May 1, 2004.
Page 4
| 2.3 |
Registration of Juristic Acts for Sublease of Leased
Premises |
Both parties agree to
register the juristic act for sublease of the Leased Premises at
the competent land office within 30 (thirty) days from the
Effective Date or by the date agreed by both parties subject to
terms of registration of juristic act for sublease of the Leased
Premises under the State Property Lease Agreements, whereby the
parties agree to attach this Lease Agreement for the registration
of juristic act for sublease. In case of conflict between the
registered lease agreement and this Agreement, this Agreement shall
prevail.
If the terms of the State
Property Lease Agreements do not correspond with the term of this
Agreement, Chokchai agrees to register the sublease agreement in
favour of Fabrinet until completion of the period under Clause 2.4
hereof, whereby the parties agree to declare the actual rental in
the registration of sublease juristic act and according to the
Lease Term that may be registered.
Fabrinet agrees to be solely
responsible for all fees and stamp duties relating to this
Agreement and the registration of juristic act of sublease of the
Leased Premises.
This Agreement has a term of
10 (ten) years commencing on May 1, 2004.
The rental hereunder consists
of 2 (two) portions as follows:
| |
(1) |
fifty percent (50%) as rental of the Leased
Premises; |
| |
(2) |
fifty percent (50%) as service charge for equipment,
facilities and services, exclusive of VAT. |
Fabrinet agrees to pay the
monthly rental to Chokchai in advance within the fifth day of each
calendar month from the month of the Effective Date at the
following rates:
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Lease Term
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Year |
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Rental/Baht/
Month
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Service Charge/Baht/
Month
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Total/Baht/Month |
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First Lease Phase
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May 1, 2004 – April 30,
2005
|
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1 |
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1,163,302.50 |
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1,163,302.50 |
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2,326,605.00 |
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May 1, 2005 – April 30,
2006
|
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2 |
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1,221,467.63 |
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1,221,467.63 |
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2,442,935.26 |
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May 1, 2006 – April 30,
2007
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3 |
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1,282,541.01 |
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1,282,541.01 |
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2,565,082.02 |
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May 1, 2007 – April 30,
2008
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4 |
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1,346,668.06 |
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1,346,668.06 |
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2,693,336.12 |
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May 1, 2008 – April 30,
2009
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5 |
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1,414,001.47 |
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1,414,001.47 |
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2,828,002.94 |
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Second Lease Phase
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May 1, 2009 – April 30,
2010
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6 |
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1,414,001.47 |
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1,414,001.47 |
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2,828,002.94 |
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May 1, 2010 – April 30,
2011
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7 |
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1,414,001.47 |
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1,414,001.47 |
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2,828,002.94 |
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May 1, 2011 – April 30,
2012
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8 |
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1,414,001.47 |
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1,414,001.47 |
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2,828,002.94 |
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May 1, 2012 – April 30,
2013
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9 |
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1,414,001.47 |
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1,414,001.47 |
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2,828,002.94 |
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May 1, 2013 – April 30,
2014
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10 |
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1,414,001.47 |
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1,414,001.47 |
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2,828,002.94 |
Fabrinet agrees to place a
sum of money equal to 6 (six) months’ rental as security
against payment of public utilities charges, taxes, expenses and
compliance with the requirements, terms and conditions by Fabrinet
throughout the term hereof as follows:
| |
(1) |
For the First Lease Phase, Fabrinet agrees to place with
Chokchai a sum of Baht 13,959,630 (Thirteen Million Nine Hundred
Fifty-nine Thousand Six Hundred and Thirty) on the date
hereof. |
| |
(2) |
For the Second Lease Phase, Fabrinet agrees to place an
additional sum of Baht 3,008,387.64 (Three Million Eight Thousand
Three Hundred Eighty-seven and sixty-four satang) on or by
May 1, 2009. |
If Fabrinet fails to pay the
public utilities charges, taxes or expenses, is in breach of any
clause hereof, or fails to perform any of its duties, causing
damage to Chokchai, Chokchai shall be entitled to make deduction or
set-off against the deposit according to the actual amount of
damages as compensation at al
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