EXHIBIT 10.1
DATED THE 1st DAY OF JULY 2004
BETWEEN
TS MATRIX BHD
(Company No. 137599-H)
AND
TRIO TECH (MALAYSIA) SDN BHD
(Company No. 105390-V)
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SUB-TENANCY AGREEMENT
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SUB-TENANCY AGREEMENT
AN AGREEMENT made the day and year stated in Item 1 of the First Schedule
annexed hereto between TS MATRIX BHD (Company No 137599-H), a company
incorporated in Malaysia with its registered office at B-10-3,10th Floor (Suite
A), Megan Phileo Promenade, 000 Xxxxx Xxx Xxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx
(hereinafter called "the Landlord") of the one part;
And
TRIO TECH (MALAYSIA) SDN. BHD. (Company No.: 105390-V) a company incorporated in
Malaysia with its registered office at Xxxx 0X Xxxxx 0, Xxxxx Xxxxx, Xxxx Trade
Zone, Xxxxx Xxxxxx, 00000 Xxxxxx, Xxxxxxxx (hereinafter called "the Tenant") of
the other part.
SECTION 1 INTERPRETATION
DEFINITIONS
Wherever used in this Agreement unless the context shall otherwise require, the
following expressions shall have the following meanings:-
1.1 "APPROPRIATE AUTHORITIES" mean any governmental, semi or
quasi-governmental and/or statutory departments, agencies or bodies
having jurisdiction from time to time and at any time over a relevant
matter;
1.2 "BUILDINGS" means the single storey detached factory block with an
annexed double storey factory block and a three storey factory cum
office block constructed on the Said Land and includes any extensions
and additions subsequently made thereto together with all foundation,
basement and other works carried thereon, roads, gardens, pavements,
carparks, and all installations and facilities found on the Said Land;
1.3 "COMMON PROPERTY" means the canteen, the staircase leading to the
canteen, the locker area, the carpark and all pathways connecting the
car park and guardhouse with the Demised Premises;
1.4 "COMMENCEMENT DATE" means the date of this Sub-Tenancy Agreement;
1.5 "DEMISED PREMISES" mean all that parcel of premises forming part of
the Buildings outlined in blue in the Floor Plans, in total 19,334
square feet consisting of:-
1.4.1 Burn-in Site 1 measuring 15,259 square feet;
1.4.2 Burn- in Site 2 measuring 3,610 square feet;
1.4.3 the Store measuring 465 square feet;
1.6 "FLOOR PLANS" mean the plans of the Demised Premises which are more
particularly described and shown in the Second Schedule annexed
hereto;
1.7 "LANDLORD" means TS MATRIX BHD. (Company No.: 137599-H) a company
incorporated in Malaysia with its registered office at B-10-3,10th
Floor (Suite A), Megan Phileo Promenade, 000, Xxxxx Xxx Xxxxx, 00000
Xxxxx Xxxxxx, Xxxxxxxx and includes its successors-in-title and
permitted assigns;
1.8 "LANDLORD'S EXCLUSIVE PREMISES" means the premises forming part of the
Buildings outlined in yellow in the Floor Plans,
1.9 "OPERATION HOURS" mean twenty four (24) hours, every day of the year;
[MALAYSIAN STAMP]
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
1.9A "OWNER" means POLYMOLD TOOL & ENGINEERING SDN. BHD. (Company No.:
14934 M) a company incorporated in Malaysia with its registered office
at B-10-3,10th Floor (Suite A), Megan Phileo Promenade, 000, Xxxxx Xxx
Xxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx and includes its
successors-in-title and permitted assigns;
1.10 "RENTAL" means the sum stipulated in item 3 of the First Schedule;
1.11 "SAID LAND" means all the lands held under X.X. 00, Xxx 00000, Xxxxx
Damansara and HS(D) 108103, PT6, Bandar Petaling Jaya Tambahan II
known as Xxx 00X, Xxxxx XX0/0, Xxxxxx Xxx Free Industrial Zone, 47300
Petaling Jaya, Selangor upon which the Buildings are erected;
1.12 "SECURITY SERVICES" means twenty-four hour security services to the
Buildings and the Said Land;
1.13 "TENANT" mean TRIO TECH (MALAYSIA) SDN. BHD. (Company No.: 105390-V) a
company incorporated in Malaysia with its registered office at Xxxx 0X
Xxxxx 0, Xxxxx Xxxxx, Xxxx Trade Zone, Xxxxx Xxxxxx, 00000 Xxxxxx,
Xxxxxxxx and includes its successors-in-title, liquidators, receivers,
managers and permitted assigns;
1.14 "UTILITIES" mean electricity and water supplied to the Demised
Premises;
1.15 Headings in this Agreement are inserted for convenience only and shall
be ignored in construing this Agreement.
1.16 Unless the context otherwise requires, words denoting the singular
number shall include the plural and vice versa and words denoting
natural persons shall include corporations and partnerships.
1.17 Words denoting the masculine gender shall include the feminine and
neuter genders and vice versa.
1.18 Reference to sections are to be construed as reference to sections of
this Agreement.
SECTION 2 THE SAID LAND
2.1 OWNERSHIP
The Owner is the registered and beneficial owner of the Said Land. By a tenancy
agreement dated day of ("Principal Tenancy"), the Owner has
agreed to let and the Landlord has agreed to accept a tenancy of 3 years subject
to automatic renewal of the tenancy period in respect of the Said Land upon the
terms and conditions thereunder.
2.2 SALE AND PURCHASE AGREEMENT
Further to a sale and purchase agreement relating to the acquisition of the
burn-in testing division business dealing with testing of semiconductor
components dated the day of 2004 ["Sale and Purchase
Agreement"], made between the Landlord as seller and the Tenant as buyer, it is
a term of the said Sale and Purchase Agreement that the Landlord shall agree to
sub-let the Demised Premises to the Tenant with effect from the Commencement
Date upon the terms and conditions herein.
2.3 PRIOR INSPECTION
The Tenant has inspected the Floor Plans, the Demised Premises and its
specifications and has agreed to take a sub-tenancy of the Demised Premises upon
the terms and conditions herein contained.
2.4 DEMISED PREMISES
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The Landlord agrees to sub-let and the Tenant agrees to take a sub-tenancy of
the Demised Premises for a period of three (3) years commencing on the
Commencement Date subject to the terms and conditions hereinafter contained. The
Landlord hereby confirms that the Owner has consented to this sub-tenancy and
will procure the Owner's acknowledgement of and consent to this sub-tenancy on
or before the Commencement Date.
2.5 MEASUREMENT OF DEMISED PREMISES
It is hereby declared, understood and agreed that the position of the Demised
Premises as shown in the Floor Plans annexed hereto and the measurement of the
boundaries and area of the Demised Premises as given herein are believed but are
not guaranteed to be correct. The Demised Premises have been staked out in
accordance with the Floor Plans and have been opened to the inspection of the
Tenant and shall not be the subject of any claims / dispute whatsoever. For the
purpose of all measurements, the external line of all walls, partitions or,
where applicable, glass lines are used, save and except for the common walls /
partitions shared by two or more occupants, in which case the middle line of the
common wall/partition shall be used. It is expressly declared and agreed that if
there are columns in the Demised Premises, the area occupied by the columns
shall be included as part of the area of the Demised Premises. For the purpose
of the calculation of the rental, the area stated for the Demised Premises
hereof shall be final and conclusive between the Landlord and the Tenant.
SECTION 3 DEPOSITS
3.1 RENTAL DEPOSIT
The Tenant shall on the Commencement Date pay to the Landlord a deposit as
stipulated in item 2 of the First Schedule as security for the due observance
and performance by the Tenant of the terms and conditions of this Agreement.
3.2 RENTAL DEPOSIT TO BE MAINTAINED
The rental deposit as stipulated in Section 3.1 hereof shall not be deemed to be
or treated as payment of rent or set-off against any arrears of payment due from
the Tenant to the Landlord and shall be maintained at the stipulated amounts at
all times during the term hereby created save and except where the Rental is
varied under the terms of this Agreement, in which circumstance, the rental
deposit shall be adjusted proportionately.
3.3 REFUND OF RENTAL DEPOSIT
Upon termination of the term hereby created by the effluxion of time or
otherwise, and provided that all moneys due hereunder shall have been duly paid
on the due dates and ail other terms covenants and conditions have been duly
performed and observed by the Tenant, the Landlord shall, subject always to
Section 8.1 below or subject to satisfactory inspection carried out in
accordance with Section 9.2 below, refund to the Tenant within fourteen (14)
days from the date of such termination or fourteen (14) days from the date of
delivery of vacant possession of the Demised Premises to the Landlord, whichever
shall be later the rental deposit free of interest less such sum or sums as may
then be found to be owing to the Landlord pursuant to satisfactory inspection
carried out in accordance with Section 9.2.
If the Tenant has not duly and punctually observed and performed all its
covenants, conditions and stipulations herein contained, the Landlord is
entitled at its sole discretion to forfeit the rental deposit as stipulated in
Section 3.1 hereof up to the aggregate of: (a) all amounts due and payable to
the Landlord under this Agreement and (b) all such sums which may be incurred by
the Landlord as a result of the Tenant's failure to observe and perform all its
covenants, conditions and stipulations herein contained.
3.4 INTERCHANGEABILITY OF DEPOSITS
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The rental deposit forfeited may be used at the Landlord's discretion against
any and all moneys due from the Tenant pursuant to the terms and conditions
herein.
3.5 DEPOSIT FOR OTHER SERVICES AND UTILITIES
The Tenant shall be solely responsible for any deposits required by the
Appropriate Authorities for the connection and use of internet and telephone
services and such other utilities as may be required by the Tenant. The Tenant
shall on the Commencement Date pay to the Landlord a utilities deposit as
stipulated in Item 8 of the First Schedule as security for the Tenant's
settlement of all electricity and water charges incurred by the Tenant and
Clauses 3.2, 3.3 and 3.4 shall apply to the utilities deposit referred to herein
mutates mutandis.
SECTION 4 COVENANTS BY THE TENANT
4.1 COVENANT TO PAY
4.1.1 RENTAL
The Tenant shall promptly pay the Landlord monthly in advance the Rental for the
Demised Premises as stipulated in Item 3 of the First Schedule the first of such
payments to be made on the Commencement Date and subsequently on the first day
of each succeeding month of this sub-tenancy.
4.1.2 PAYMENT FOR SECURITY SERVICE CONTRIBUTION
The Tenant shall as long as it requires the Security Services punctually pay the
Security Service Contribution stipulated in Item 4 of the First Schedule for the
Security Services provided by the Landlord, the first of such payments to be
made on the Commencement Date and subsequently on the first day of each
succeeding month of this sub-tenancy.
4.1.3 PAYMENT OF CANTEEN SUBSIDY
The Tenant shall as long as it requires the use of the canteen punctually pay to
the Landlord the Canteen Subsidy stipulated in Item 5 of the First Schedule, the
first of such, payments to be made on the Commencement Date and subsequently on
the first day of each succeeding month of this sub-tenancy.
4.1.4 PAYMENT OF UTILITY CHARGES AND OTHER OUTGOINGS
The Tenant shall punctually pay all internet, telephone charges, water,
electricity, sewerage and all other utility charges that may be incurred by the
Tenant during this sub-tenancy hereto. For the avoidance of doubt, the Tenant
shall be solely responsible for applying for the connection of telephone and
internet services in respect of the Demised Premises.
4.1.5 MODE OF PAYMENT
On or prior to the Commencement Date and from time to time thereafter, the
Landlord is to notify the Tenant whether the Rental and all other charges due
and owing by the Tenant is to be paid by: (a) cheque or (b) telegraphic transfer
into a bank account nominated by the Landlord.
4.2 OTHER COVENANTS OF THE TENANT
4.2.1 DIRECTORY BOARD
The Tenant shall not erect or affix any signboard on the face of the said
Building or any part of the said Land
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unless the Landlord or the Owner first consents to the same in writing. The
Tenant shall pay the Landlord immediately upon demand the actual cost of
affixing, repairing or replacing as necessary the Tenant's name in lettering to
the directory board at the entrances to the Said Land and to the directory board
on the entrance of the Demised Premises. For the avoidance of doubt, the size of
the directory board and location for the directory board will be designated by
the Landlord or the Owner, as the case may be.
4.2.2 UPKEEP AND MAINTENANCE OF DEMISED PREMISES
The Tenant shall keep the interior of the Demised Premises, the flooring and
interior plaster or other surface material on walls and ceilings, and the
Landlord's fixtures thereon including doors, windows, glass, shutters, locks,
fastenings, electric wiring, installations and fittings for light, power and all
mechanical and electrical components and other fixtures and additions thereto
clean and in good and tenantable repair and clean condition and to replace or
repair any of the aforesaid items and any part of the Demised Premises and the
Landlord's or Owner's (as the case may be) fixtures and fittings therein which
may be broken or damaged or become defective due to any act, default or
negligence of the Tenant whereupon the Tenant shall cause and procure, at its
own cost and expense, the same to be repaired or replaced with materials which
are of similar standard and quality (except due to fair wear and tear in which
event the Landlord shall be obliged to repair or replace the same or cause the
same to be repaired or replaced).
4.2.3 MECHANICAL & ELECTRICAL FITTINGS AND ACCESSORIES PROVIDED BY THE
LANDLORD
In the event of a breakdown of any mechanical, electrical wiring, installations,
electrical fittings and / or accessories belonging to the Landlord or the Owner
in the Demised Premises, the Tenant shall immediately inform the Landlord
thereof and the Landlord shall, or shall procure the Owner (as the case may be)
to, at its own cost and expense maintain, repair and/or replace such mechanical,
electrical wiring, installations, electrical fittings and/or accessories within
reasonable time PROVIDED THAT if such breakdown is attributable to any act,
omission, default or negligence of the Tenant, the Tenant shall bear all cost
and expense (including the labour charges thereof) arising out of such
maintenance, repair and/or replacement. It is hereby agreed and understood that
all such repairs may be carried out only by the Landlord or the Owner or the
approved contractors of the Landlord or the Owner, as the case may be, and where
the repairs are to be carried out at the Tenant's costs, the Landlord or the
Owner shall seek the Tenant's agreement to such costs before carrying out the
repairs.
4.2.4 GARBAGE AND WASTE DISPOSAL
The Tenant shall dispose all rubbish at the appropriate rubbish disposal bins or
facilities provided by the Landlord or the Owner at locations designated by the
Landlord or the Owner and shall not indiscriminately throw waste, rubbish,
refuse, pollutants or the like so as to cause nuisance to other neighbouring
occupants, and to keep the Demised Premises and compound clean and tidy.
4.2.5 TO PERMIT LAYING OF WIRES, PIPES, ETC.
The Tenant shall permit the Landlord and the Owner, their respective agents,
employees, contractors or workmen to enter upon the Demised Premises to lay,
maintain, fix, repair and lead through the Demised Premises all such wires and
cables for electricity and pipes for water, gas and sewerage as the Landlord or
the Owner may from time to time require to be laid, maintained, fixed in,
repaired and led through the Demised Premises for the general purposes of
repairing, removing and replacing all or any of the said wire cables and pipes
and of attending to air-conditioning equipment PROVIDED ALWAYS THAT the Landlord
or the Owner (as the case may be) shall, except in the case of urgency for the
purpose of protecting the safety of the Buildings, carry out such work after
having given to the Tenant one (1 ) day prior notice of the intention of the
Landlord or the Owner (as the case may be), its respective agents, employees,
contractors or workmen to enter upon the Demised Premises to effect such
repairs, removals and replacements.
4.2.6 TO PERMIT INSPECTION AND REPAIRS
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
The Tenant shall permit the Landlord and the Owner, their respective agents,
employees, contractors and all persons authorised by it with or without workmen
or others and with or without appliances at all reasonable times to enter upon
the Demised Premises to view the condition thereof and upon prior written notice
to the Tenant to take inventories of the Landlord's or the Owner's (as the case
may be) fixtures and fittings therein and to carry out any work or repair
required to be done.
4.2.7 NOTICE TO REPAIR
The Landlord may serve upon the Tenant notice in writing specifying any repair
or work necessary to be done or replacement necessary to be made to comply with
the Tenant's covenants to maintain and repair herein contained and to require
the Tenant forthwith to execute such repairs or work or make such replacements
at the cost and expense of the Tenant and if the Tenant shall not within
fourteen (14) days after the service of such notice proceed diligently with the
execution of such repairs or work or the making of such replacements then it
shall be lawful for the Landlord to enter upon the Demised Premises and execute
such repairs or work or make such replacements as the Landlord may reasonably
deem necessary and such costs and expenses incurred thereto shall be the sole
responsibility of the Tenant.
4.2.8 INSURANCE OF TENANT'S PROPERTY
The Tenant shall insure the Tenant's goods and property in the Demised Premises
at such amount and on such terms as the Tenant acting reasonably consider
appropriate against damage loss or destruction by fire and take out public
liability insurance with respect to the Demised Premises. The Tenant shall allow
the Landlord to view the policies for the said insurance at the Demised Premises
during the Tenant's office hours upon request and with prior reasonable notice.
The Tenant will take up adequate public liability insurance and where requested
by the Landlord from time to time, will provide a copy of the same to the
Landlord. The Tenant will have no recourse against the Landlord for any damage
suffered by the Tenant as a result of any failure by the Tenant to effect
insurance as required by this Clause 4.2.8.
4.2.9 DUTY TO INFORM
The Tenant shall immediately inform the Landlord of any damage caused to the
Demised Premises.
4.2.10 LICENSES
The Tenant will at all times obtain, and maintain at its own cost and expense
all licenses, permits, consents, approvals, registrations and authorizations
necessary from the Appropriate Authorities for the conduct of the Tenant's
activities on the Demised Premises.
4.3 RESTRICTIONS AND PROHIBITIONS
4.3.1 USAGE OF THE DEMISED PREMISES
The Tenant shall use the Demised Premises solely for the business described in
Item 7 of First Schedule only and shall not permit or suffer anyone to:-
4.3.1.1 sleep therein or to use the same or any portion or portions thereof
wholly or partly as dwelling premises;
4.3.1.2 carry on or permit to be carried on within the Demised Premises or any
part thereof the keeping or consumption of any dangerous drugs as
comprised in the First Schedule of the Dangerous Drugs Act, 1982, the
housing of foreign workers without the relevant permits or to use the
Demised Premises or any part thereof as a place of entertainment or for
any illegal or immoral purpose or anything which may contravene any
laws, by-laws, Acts, Ordinances, Enactments or regulations made by the
Appropriate Authorities or cause annoyance, nuisance, grievance, damage
or disturbance of the
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neighbouring occupants; and
4.3.1.3 use the Demised Premises or any part thereof or permit the same to be
used for cooking.
4.3.2 NO SALES BY AUCTION OR OTHERWISE
The Tenant shall not hold or permit or suffer to be held any sales whether by
auction or otherwise within the Demised Premises or any part thereof.
4.3.3 NO TOUTING
The Tenant shall not nor permit its agents, employees, invitees, contractors,
licensees or sub-tenants to tout, solicit or procure any business or distribute
any pamphlets, notices or advertising matter outside the Demised Premises.
4.3.4 NOT TO ASSIGN OR SUBLET, ETC
The Tenant shall not assign, novate, underlet or otherwise part with the
possession of the Demised Premises for the duration of the sub-tenancy
hereunder.
4.3.5 ACTS AFFECTING INSURANCE RISKS
The Tenant shall not do or permit or suffer to be done anything whereby any
insurance in respect of the Demised Premises may be rendered void or voidable or
whereby the premium for any such insurance may be liable to be increased. In the
event the Tenant commits a breach hereof, the Tenant shall make good all damages
suffered by the Landlord and/or within seven (7) days of receipt of a notice of
demand from the Landlord pay to the Landlord any such increased premium and all
expenses rendered necessary by the Tenant's breach or non-observance of this
covenant without prejudice to the other rights of the Landlord. The Tenant
hereby indemnifies the Landlord against any claims, proceedings or demands
against the Landlord by any employee, worker, agent or visitor of the Tenant in
respect of any accident, loss or damage whatsoever to person or property
occurring in or upon the Demised Premises (unless the same is caused as a result
of an act or omission of the Landlord, the Owner its servants or agents) or as a
result of any breach by the Tenant of any provision of this Sub-Tenancy
Agreement.
4.3.6 NO OBSTRUCTIONS
The Tenant shall not allow or cause or permit any vehicles or bicycles or
containers or goods belonging to or under the control of the Tenant or its
servants or agents or invitees to be parked in or near the said Building so as
to be a hindrance to other lawful users thereof.
4.3.7 DANGEROUS ITEMS
The Tenant shall not bring or store or permit or suffer to be brought or stored
in the Demised Premises arms ammunition or unlawful goods gun powder saltpeter
kerosene or any combustible substance which in the opinion of the Landlord are
of noxious or dangerous or hazardous nature.
SECTION 5 COVENANTS BY THE LANDLORD WITH THE TENANT
5.1 QUIET ENJOYMENT WITHOUT INTERRUPTIONS
Upon the Tenant paying the Rental and any other moneys due hereunder and
observing and performing the
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Agreement and stipulations on its part herein contained the Landlord shall
permit the Tenant to quietly enjoy the Demised Premises during the sub-tenancy
hereby created without any interruption by the Landlord or any person claiming
under or in trust for the Landlord.
5.2 MAINTENANCE AND REPAIR
The Landlord agrees to use its best endeavours, and cause the Owner to use its
best endeavours, in its capacity to maintain and keep the main structure and
every part of such structure, the exterior, the roof, the Common Property, the
common parts, the common areas and services, the main drains and pipes and the
main electric cables and wirings and the concealed drains and pipes and the
concealed electric cables and wiring of the Demised Premises in proper and
tenantable repair and condition unless such work or repair shall be necessitated
by the act, default, omission or negligence of the Tenant and where the Landlord
refuses or omits to carry out repairs in the Demised Premises (which have not
been necessitated by the act, default, omission or negligence of the Tenant)
after notice is given to the Landlord, the Tenant may carry out such repairs at
the costs and expenses of the Landlord provided that the Tenant shall first seek
the Landlord's agreement to such costs before carrying out the repairs.
5.3 RIGHTS
The Landlord shall permit the Tenant the right for the Tenant and all persons
expressly or by implication authorised by the Tenant in particular its
employees, in common with the Landlord and all other persons having a like right
to use the Common Property for all proper purposes in connection with the use
and enjoyment of the Demised Premises. The Tenant shall be entitled to the use
of 7 car park bays. Vehicles belonging to the Tenant's suppliers or such other
visitors must be parked outside the said Lands.
5.4 PRINCIPAL TENANCY
5.4.1 The Landlord shall not do or omit any acts that will result in
the breach of the Principal Tenancy and shall cause the Owner
to comply with all the Owner's obligations thereunder
including the payment of quit rent, rates, taxes, assessment,
sewerage charges / rates and other impositions by the
Appropriate Authorities of a like nature payable in respect of
the Demised Premises.
5.4.2 The Landlord further confirms that the Landlord is not in
breach of any of the terms of the Principal Tenancy and the
Landlord's full compliance with the terms and conditions of
this sub-tenancy agreement will not result in a breach of the
Principal Tenancy.
5.5 SERVICES TO COMMON PROPERTY
The Landlord shall be responsible for the maintenance and management of the
services, amenities and facilities to be provided to the Common Property at no
additional cost to the Tenant including the following:-
5.5.1 provision of lighting for entrances, halls, stairs, landings,
lavatories, passage ways and other parts of the Common
Property during Operation Hours as currently existing as at
the Commencement Date;
5.5.2 provision of two-shift cleaning (including pest control (on
quarterly basis), upkeep and repair, repainting, renewing
(where appropriate) the external structure, roof foundation
and walls of the Common Property;
5.5.3 employment of personnel engaged in the provision of the
services described in this Clause such as supervising staff,
cleaners and security guards;
5.5.4 provision of suitable facilities for disposing of refuse or
removing it from the Demised Premises (but not including the
collection of refuse from within the Demised Premises);
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5.5.5 supplying water for connection to the Demised Premises;
5.5.6 maintaining all toilets and sanitary and water apparatus
(which the Tenant is permitted to use as designated by the
Landlord) in good, clean and tenantable state and in proper
repair and condition;
5.5.7 dealing with any statutory or other obligation affecting or
alleged to affect the buildings and the Said Land including
any notice regulation or order of any government department,
local, public, regulatory or other authority or court
compliance with which is not the direct liability of the
Tenant.
5.6 SECURING OF DEMISED PREMISES
The Landlord shall be responsible for the provision of the Security Services
subject to the payment by the Tenant of the Security Services Contribution set
out in Item 4 of the First Schedule provided always that the Tenant shall be
allowed if the Tenant so wishes discontinue the Security Services (with three
(3) months written notice) and cease payment of the Security Services
Contribution and employ its own security guards. In the event that the Tenant
wishes to employ its own security guard service, the Tenant must, at its own
cost and expense, set up its own security guard booth, establish its own sign
in/out system and a separate entrance and exit to the Demised Premises.
5.7 PROHIBITION OF RANDOM PARKING OF VEHICLES
In so far as it is within the control of the Landlord, the Landlord shall ensure
that there shall be no obstruction, impediment or prevention of access to or
egress to and from the Demised Premises, the Buildings or any entrances or exits
thereof or upon any access roads leading to Buildings and Demised Premises by
the parking of motor vehicle of any kind including motor cycles, motor scooters,
bicycles or any form of transport thereon.
5.8 INSURANCE
The Landlord shall procure that the Owner insure the Buildings at such amount
and on such terms as the Landlord acting reasonably consider appropriate against
damage, loss or destruction by fire and the Landlord shall take out public
liability insurance with respect to the Buildings at such amount and on such
terms as the Landlord acting reasonably consider appropriate and shall allow the
Tenant to view the policies for the said insurance at the Landlord's offices
upon request and with prior reasonable notice.
5.9 CANTEEN
The Landlord will be responsible for providing facilities for food and drinks to
be enjoyed by the Tenant's employees subject to the Tenant paying the Canteen
Subsidy. The Tenant may if it so wishes decline the services provided for the
canteen (with three (3) months written notice) and cease payment of the Canteen
Subsidy.
5.10 ADDITIONAL SERVICES
It is agreed between the parties that:
5.10.1 the Landlord shall provide the additional services as referred
to in the Fourth Schedule at the price and upon the terms
stated therein. However, should either party terminate any of
the additional services as referred to in the Fourth Schedule
pursuant to Clause 5.10.3 for whatever reason, it is hereby
mutually acknowledged and agreed between the parties that the
Landlord shall not be obliged to resume provision of the said
additional service(s) or to resume provision of the said
additional service(s) at the price and upon the terms referred
to in the Fourth Schedule;
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5.10.2 the Tenant shall make the first payment to the Landlord for
these additional services on the Commencement Date and
subsequently on the first day of each succeeding month of this
sub-tenancy; and
5.10.3 neither party may terminate the provision or use of the
additional services as referred to in the Fourth Schedule
within 3 months from the Commencement Date. Thereafter, either
party may terminate the provision or use of the aforementioned
additional services at any time with three (3) months' prior
written notice subject to the terms of this Agreement.
SECTION 6 FORCE MAJEURE
6.1 FORCE MAJEURE
In the case of the Demised Premises or any part thereof shall at any time during
the said term be destroyed or damaged by fire, lighting, acts of terrorism,
riot, civil commotion, tempest, war or other unforeseen cause so as to become
unfit for occupation and use then the Landlord shall not be bound or compelled
to rebuild or reinstate the same unless it, in its discretion, thinks fit. The
Tenant shall be entitled to terminate this Agreement forthwith in the event the
Demised Premises become unfit for occupation and are likely to remain unfit for
a period of at least three (3) months from the happening of such event. In the
event of the Landlord deciding to rebuild and reinstate the Demised Premises
then (provided the monies payable under any policy of insurance effected by the
Landlord shall not have become irrecoverable through any act, omission, default
or negligence of the Tenant) the Rental or a fair and just proportion thereof
according to the nature and extent of the damage sustained shall be suspended
until the Demised Premises shall have been again rendered fit for occupation and
use. In the event of the Landlord not deciding to rebuild and reinstate the
Demised Premises then the rents hereby reserved shall cease and determine from
the happening of such destruction or damage as aforesaid and the Tenant will
peaceably and quietly leave, surrender and yield up to the Landlord possession
of the Demised Premises.
6.2 INTERRUPTION OF SERVICES
Notwithstanding anything herein contained the Landlord shall not be liable to
the Tenant nor shall the Tenant have any claim against the Landlord in respect
of any interruption in any of the services herein mentioned by reason of
necessary repair or maintenance of any installations or apparatus or damage
thereto or destruction thereof by:-
6.3.1 fire, flood, Act of God or other causes beyond the control of the
Landlord;
6.3.2 mechanical or other defect or break down or other defect beyond the
control of the Landlord.
SECTION 7 RIGHT OF FIRST REFUSAL
7.1 RIGHT OF FIRST REFUSAL
(a) If, at anytime during the term of this sub-tenancy or any extended term
granted by the Landlord, the Owner wishes to sell the Said Land or any
part thereof, the Landlord shall cause and procure that the Owner shall
first offer to sell the same to the Tenant at a price not higher than
that which the Owner is willing to offer to any third party ["Offer
Price"]. In the event the Tenant decides not to accept the offer within
a period of fourteen (14) calendar days from the xxxx of receipt of
such offer, the Owner will be free to sell the same to any third party
provided always that if the final agreed price ["Final Agreed Price] is
lower than the Offer Price, the Landlord shall cause and procure that
the Owner shall have to offer to sell the same on same terms and
conditions (as given or offered by this third party) to the Tenant at
the Final Agreed Price and in the event the Tenant does not accept the
offer at the Final Agreed Price within fourteen (14) calendar days of
receipt of the offer at the Final Agreed Price, the Owner will be free
to sell to the third party at the Final Agreed Price without further
notice to the
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
Tenant.
(b) For the avoidance of doubt, Clause 7.1 (a) shall not apply where the
Said Land or any part thereof is to be sold, assigned or transferred to
a subsidiary or holding company of the Landlord or the Owner (as the
case may be).
7.2 SUBJECT TO SUB-TENANCY
It is hereby agreed that any sale or transfer of the Said Land or part
thereof made by the Owner to any party will be made subject to this
sub-tenancy.
SECTION 8 EVENTS OF DEFAULT
8.1 EVENTS OF DEFAULT
8.1.1 if the Rental or any part thereof or any sums due and payable by the
Tenant to the Landlord under the terms hereof shall be unpaid for
fourteen (14) days after due date (whether the same shall have been
formally demanded or not);
8.1.2 if the Tenant commits a breach of any other provision of this Agreement
which is not capable of being remedied or if being capable of remedy
has not been remedied within fourteen (14) days from the date of notice
to the Tenant from the Landlord requesting action to remedy the same;
8.1.3 if the Tenant shall become bankrupt or goes into winding-up (as the
case may be) whether compulsorily or voluntarily;
8.1.4 if the Tenant enters into any arrangements or compositions with its
creditors;
8.1.5 if the Tenant suffers any distress or execution to be levied on its
goods or assets;
then the Landlord shall be at liberty to take at any time thereafter any one or
more of the following remedies: -
(i) serve a forfeiture notice upon the Tenant pursuant to Section 235 of
the National Land Code 1965 and it is hereby mutually agreed and deemed
that a reasonable time in which to remedy the breach complained of and
to be stipulated in the forfeiture notice shall be seven (7) days, and
where the breach has not been remedied within the stipulated time, to
re-enter upon the Demised Premises or any part thereof in the name of
the whole, and thereupon this sub-tenancy shall absolutely terminate
and all deposits paid shall be forfeited to the Landlord;
(ii) to xxx and take any other action the Landlord deems fit to recover all
monies due and owing to by the Landlord.
8.2 INTEREST
In addition to and without derogation from any other rights accruing due to the
Landlord, the Landlord shall be entitled to charge interest upon late payment of
any sums due from the Tenant to the Landlord at the rate of ten per centum (10%)
per annum or at such other rate varied from time to time by the Landlord in its
absolute discretion by giving written notice of the variation to the Tenant,
which interest shall be calculated on a day to day basis from the due date till
the date of full and final settlement.
SECTION 9 TERMINATION
9.1 TO PERMIT INSPECTION PRIOR TO TERMINATION OF SUB-TENANCY
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
At any time during the three (3) calendar months immediately preceding the
termination or expiry of the subtenancy hereby created the Tenant shall permit
prospective tenants and others with written authority from the Landlord or its
agents at all reasonable times of the day and with prior written notice to enter
and view the Demised Premises and permit the fixing of notices of the pending
vacancy of the said Demised Premises to the public.
9.2 ON TERMINATION OR EXPIRY OF SUB-TENANCY
On the termination of the sub-tenancy hereby created whether by effluxion of
time or otherwise, the Tenant shall yield up the Demised Premises and all
fixtures, fittings, matters and things thereto in anyway belonging or
appertaining to the Demised Premises in such good, clean and tenantable repair
(fair wear and tear excepted) as shall be in accordance with the covenants of
the Tenant herein contained with all locks and keys complete. The Tenant shall
be entitled to remove all fixtures and fittings belonging to the Tenant provided
that all damage shall be made good by the Tenant after removal of such fixtures
and fittings. Upon handing over the keys, the Landlord and the Tenant's
representative shall jointly inspect the Demised Premises and the Landlord shall
be entitled to deduct from the deposits such sums as may be necessary to repair
and/or make good any damages or breaches by the Tenant. The Landlord shall not
be obliged to refund any deposit until the damages and/or breach has been made
good or such repairs have been carried out or paid for.
If the Rental or any other charges covenanted to be paid by the Tenant is in
arrears and unpaid at any time, after receiving a formal demand for such sums or
any of the other covenants or stipulations on the part of the Tenant are not
performed or observed, it will be lawful for the Landlord to serve a forfeiture
notice on the Tenant pursuant to the National Land Code, 1965 and it is agreed
that a reasonable time to remedy the breach i.e. the subject matter of the said
forfeiture notice (if capable of remedy) is fourteen (14) days. On expiry of the
relevant period specified in the forfeiture notice without the breach complained
of having been remedied, the Landlord will be at liberty to re-enter the Demised
Premises and thereupon, this sub-tenancy will be absolutely determined, but
without prejudice to the right of action of the Landlord in respect of any
breach of the Tenant's covenants.
9.3 EARLIER TERMINATION
The Tenant shall be entitled to terminate this sub-tenancy at any time after the
Commencement Date with no less than six (6) months' prior written notice or
payment of Rental in lieu thereof.
9.4 RIGHT OF FIRST REFUSAL ON FIXTURES AND FITTINGS
Upon a notice of termination given by either party or expiry of the sub-tenancy
hereto, the Tenant shall first offer to sell the fixtures and fittings more
particularly specified in the Third Schedule to the Landlord at a price to be
mutually agreed. If the Landlord does not accept the offer within thirty (30)
days of the date of the offer, the Tenant shall be entitled to remove the same
upon termination or expiry of the sub-tenancy hereof or sell the same to a third
party upon termination or expiry of the sub-tenancy hereof.
SECTION 10 RENEWAL
10.1 RENEWAL OF SUB-TENANCY
The Landlord shall on the Tenant's written request made at least three (3)
months before expiration of the term hereby created and provided always that
there shall not be at the time of such request any breach or non-observance of
any of the covenant on the part of the Tenant herein contained, at the expense
of the Tenant grant to the Tenant a sub-tenancy of the Demised Premises for a
further term as provided for in item 6 A of the First Schedule from the
expiration of the term hereby created at a rental in accordance with Item 6 B
of the First Schedule but otherwise containing the like covenants and provisions
as are herein contained with the exception of the present covenant for renewal.
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
If the Landlord shall not have received the Tenant's written request to renew
within the time frame stipulated in this Clause 10.1, this sub-tenancy is deemed
to lapse on expiry of this Sub-Tenancy Agreement and the Landlord is freed of
all obligations whatsoever to grant to the Tenant any further extension.
SECTION 11 MISCELLANEOUS
11.1 NOTICE
Any notice required to be served on the parties hereto shall be in writing and
shall be sufficiently served on the Tenant if delivered or sent to him by
prepaid registered post or left at the address herein, the Demised Premises or
his last known address and shall be sufficiently served on the Landlord if
delivered or sent by registered post to the Landlord or left at the address
herein or its last known address. Any notice sent by registered post shall be
deemed to have been served within four (4) days of posting of the notice,
notwithstanding that it is returned undelivered through the post office.
11.2 STAMP FEES, ETC
All stamp duty in respect of this Agreement and any subsequent agreement made
pursuant thereto shall be borne and paid by the Tenant provided always that each
party shall bear its own respective solicitors costs.
11.3 CURRENCY
All monies due under this Agreement shall be paid in Malaysian Ringgit and if
for any reason whatsoever moneys are received by the Landlord in any other
currency towards payment or satisfaction of any amount due in Malaysian Ringgit
and upon conversion of such moneys into Malaysian Ringgit the Tenant shall pay
such further amounts as are necessary to ensure that the Landlord receives the
full amount due in Malaysian Ringgit.
11.4 GOVERNING LAW
This Agreement shall be governed and interpreted in accordance with the laws of
Malaysia and the parties shall submit to the jurisdiction of the courts of
Malaysia.
11.5 TIME
Time wherever mentioned in this Agreement shall be of the essence of this
Agreement.
11.6 SCHEDULES
The schedules shall be taken as read and construed as an essential part of this
Agreement.
11.7 WAIVER OF INDULGENCE
Any delay, indulgence, forebearance or time given by any party shall not
constitute or be deemed to be a waiver of or prejudice that party's rights and
remedies at law or herein contained.
11.8 SUCCESSORS-IN-TITLE ASSIGNS AND REPRESENTATIVES
The Agreement shall be binding upon the heirs, successors-in-title, liquidators,
receivers, managers, assigns and representatives of each of the parties hereto.
11.9 VARIATION
A variation of any term of this Agreement must be in writing and signed by both
parties.
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
11.10 ENTIRE AGREEMENT
This Agreement is the entire agreement between the parties in respect of its
subject matter and supercedes all previous agreements with respect to its
subject matter.
[remainder of page left intentionally blank]
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
IN WITNESS HEREOF the parties hereto have hereunto set their hands and affix
their common seal on the day and year first above written.
The Common Seal of TS MATRIX BHD. ]
was affixed hereto in the presence of:- ]
/s/ XX. XXX XXX XX /s/ LAW XXXXX XXX
------------------------------- ------------------------------------
Director Director/Secretary*
Name: XX. XXX XXX XX Name: LAW XXXXX XXX
NRIC No. 680319-10-6045 NRIC No. 690505-10-5694
Signed by XXXX XXXX MING ] /s/ XXXX XXXX WAI
for and on behalf of TRIO TECH ] XXXX XXXX XXX (Singapore IC NO:
(MALAYSIA) SDN.BHD. ] S0169920B)
in the presence of:- ]
/s/ XXXX XXXX MING
-------------------------------
XXXX XXXX MING
(Singapore IC NO: X0000000X)
/s/ XX. XXX XXX XX
FIRST SCHEDULE
(WHICH IS TO BE READ AND CONSTRUED AS AN ESSENTIAL PART OF THIS AGREEMENT)
ITEM 1: DATE OF AGREEMENT: 1st JULY 2004
ITEM 2: RENTAL DEPOSIT: Ringgit Malaysia Eighty Seven Thousand and Three
(RM87,003)only being three months Rental for the
Demised Premises.
ITEM 3: RENTAL: Ringgit Malaysia Twenty Nine Thousand and One
(RM29,001) only on the basis of Ringgit Malaysia One
and Fifty (RM1.50) only per square feet of the
Demised Premises per month.
ITEM 4: SECURITY SERVICE Ringgit Malaysia Eight Thousand Three Hundred
Thirteen and Sen Sixty Two (RM8,313.62) only on the
basis of forty three sen (RM0.43) only per square
feet of the Demised Premises per month.
CONTRIBUTION:
ITEM 5: CANTEEN SUBSIDY: Ringgit Malaysia Nineteen and Sen Eighty Nine
(RM19.89) only per employee of the Tenant working at
the Demised Premises per month.
(For the avoidance of doubt, the Tenant's employee
under this Item 5 refers to and includes such Direct
Workers, Key Employees and Shared Employee as defined
in the Sale and Purchase Agreement and any future
employees who are reported as part of the total
headcount for the Tenant which must be disclosed to
the Landlord on a quarterly basis effective from the
Commencement Date for the accurate calculation of the
Canteen Subsidy).
ITEM 6: OPTION TO RENEW (in accordance with Section 10)
A] OPTION PERIOD
One (1)year.
B] NEW RENTAL
At a new rental based on the market value at the time
of the exercise of the option to renew by the Tenant
and in the event the rental cannot be agreed between
the parties within thirty (30) days of the date of
the Tenant's written request to renew the sub-tenancy
whereupon either party may appoint at the joint costs
of the Landlord and Tenant the valuation firm of XX
Xxxx Sdn. Bhd. to estimate the market rental rate of
the Demised Premises. The valuation by XX Xxxx Sdn.
Bhd. shall be final and binding on the parties.
ITEM 7: BUSINESS TO BE CARRIED ON THE DEMISED PREMISES
Business dealing with the burn in testing of semiconductor components
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
ITEM 8: UTILITIES DEPOSIT
Ringgit Malaysia Two Thousand Seven Hundred (RM2,700) only for water
and Ringgit Malaysia One Hundred Thirty Six Thousand (RM136,000) only
for electricity.
/s/ Xx. Xxx Xxx Xx
/s/ Xxxx Xxxx Wai
SECOND SCHEDULE
FLOOR PLANS OF SAID LAND BUILDINGS DEMISED PREMISES
/s/ XXXX XXXX XXX
[LOCATION PLAN & KEY PLAN]
SUB-TENANCY AGREEMENT
THIRD SCHEDULE
ASSET CODE DESCRIPTION ACQUISIT COST
DATE RM
---------- --------------------------------------------- --------- ----------
9771127 1 UNIT 40HP ACSON AIR COOLED PACKAGE C/W 31-Jul-97 54,500.00
9671199 1 UNIT 10HP COMELAND COMPRESSOR 30-Dec-96 2,900.00
9671169 1 UMIT USED 10HP CARRIER SEMI SEAL COMPRESSOR 30-Nov-96 3,200.00
9671009A 10HP SEMI SEAL COMPRESOR 15-Jan-96 3,200.00
9671009B 10HP SEMI SEAL COMPRESOR 15-Jan-96 3,200.00
9571248 USED 10HP COMPRESSOR 30-Dec-95 2,900.00
9571242 USED 10HP COMPRESSOR 30-Nov-95 3,200.00
9571212 USED 10HP SEMI SEAL COMPRESSSOR 30-Sep-95 3,200.00
9571195 1 LOT A/COND DUCTING C/W AIR DIFFUSER 30-Aug-95 14,000.00
9571196 1 UNIT 80 TONS FRP COOLING TOWER C/W 30-Aug-95 5,600.00
9571199 1 SET AIR COND CONTROL PANEL SWITCH BOARD 30-Aug~95 5,500.00
9571200 4 LOT COMPRESSOR CONTROL WIRING IN CONDUIT 30-Aug-95 2,600.00
9571198 A 10HP WATER COOLED CONDENSER 30-Aug-95 6,800.00
9571198 B 10HP WATER COOLED CONDENSER 30-Aug-95 6,800.00
9571198 C 10HP WATER COOLED CONDENSER 30-Aug-95 6,800.00
9571173 150KVA TRANSFORMER 30-Jul-95 15,250.00
9571156 150KVA TRANSFORMER, 400A DB C/W 400A MCCB & 6 30-Jun-95 21,160.00
9571163 USED 10HP CARRIER COMPRESSOR 30-Jun-95 3,200.00
9471192 1 UNIT USED CARRIER 10HP SEMI SEAL 30-Nov-94 3,200.00
9471184 REPLACE 1 UNIT USED CARRIER10 HP SEMI SEAL 15-Oct-94 6,400.00
9471098 USED CARRIER 10HP SEMI SEAL COMPRESSOR 15-Aug-94 3,200.00
9471099 USED CARRIER 10HP SEMI SEAL COMPRESSOR 15-Aug-94 3,200.00
9669124 1 UNIT AIR HANDLING UNITCOOLING TOWER & 31-May-94 166,756.00
9371254 1 UNIT USED CARRIER 10HP SEMI SEAL COMPRESSOR 31-Dec-93 2,600.00
9371255 1 UNIT USED CARRIER 10HP SEMI SEAL COMPRESSOR 31-Dec-93 3,200.00
9371293 10HP RECOND CARRIER COMPRESSOR 31-Dec-93 3,630.00
9371147 7.5HP RECOND CARRIER AIR COOLE FLOOR 31-Aug-93 7,800.00
9371120 1 UNIT 5HP RECOND SPLIT AIR COMPRESSOR AT 31-Jul-93 5,900.00
9371078 15HP USED CARRIER SEMI SEAL COMPRESSOR 31-May-93 3,600.00
9271147 150KVA 415/208V TRANSFORMER AND SUB SW. 30-Sep-92 26,950.00
9271151 10 HP USED COMPRESSOR 30-Sep-92 2,300.00
9271129 10HP AIRCOOLED CONDENSER 26-Aug-92 6,500.00
9271130 1 UNIT 10HP TECUMSEH SEALHERMATIC 26-Aug-92 3,900.00
435501246 1 NO. 10HP HITACHI WATER COOL PKG NO. 3810009 01-Jun-91 7,800.00
435501226 I UNIT OF 10 HP PKG AIR-COND 15-Feb-90 4,600.00
435501222 100KVA 3PHASE SINGLE WOUND X'FORMER C/W 01-Feb-90 4,600.00
435501218 10QKVA THREE PHASE SINGLE WOUND X'FORMER 10-Jan-90 4,600.00
435501203 ELECTRICAL INSTALLATION FOR NEW EXTENTION 30-Nov-89 4,500.00
435501179 1 SET YORK 40HP WATER COOLED PACKAGE UNIT 29-Apr-89 18,524.50
435501173 1 UNIT 150KVA 3 PHASE ISOLATION X'FORMER SN 09-Mar-89 10,100.00
435501163 1 UNIT 150KVA TRANSFORMER 31-Jan-89 7,310.00
435501156 1 UNIT 10HP AIR-COOLED SPLIT AIR DUCTING AND 19-Jan-89 10,400.00
435501150 1 XXXX 000XXX 0 XXXXX X'XXXXXX XX 00000 27-Dec-88 4,247.00
435501133 1 UNIT 100KVA 3 PHASE X'FORMER OAN 75001126 13-Aug-88 4,030.00
435501099 1 XXXX 000XXX XXXXXXXXX'XXXXXX XX 000 00-Xxx-00 3,840.90
435501036 1 XXXX 000XXX 0 XXXXX X'XXXXXX XX 0000 10-Apr-87 3,774.75
435501037 1 XXXX 000XXX 0 XXXXX X'XXXXXX XX 0000 10-Apr-87 3,774.75
435501022 1 XXXX 000XXX 0 XXXXXX'XXXXXX XX 0000 01-Feb-87 3,695.55
435501002 1 XXXX 0 XXXXX 000XXX X'FORMER SN 105 31-Dec-86 4,227.24
435501017 1 XXXX 0 XXXXX 000XXX X'FORMER SN 106 31-Dec-86 3,641.28
435501018 1 XXXX 0 XXXXX 000XXX X'FORMER SN 108 31-Dec-86 3,641.28
435501013 1 XXXX 0 XXXXX 000XXX X'FORMER SN 103 15-Nov-86 3,725.15
435501014 1 XXXX 0 XXXXX 000XXX X'FORMER SN 7901 15-Nov-86 3,725.15
----------
Total 527,903.55
==========
/s/ Xxxx Xxxx Xxx
SUB-TENANCY AGREEMENT
FOURTH SCHEDULE - ADDITIONAL SERVICE
DIVISION RM/ mth BRIEF JOB DESCRIPTION
1 Facility 0.69 per sq ft Maintenance of a/c up to 290 HP
Compressed air
Lighting
General housekeeping
Carparks
2 Cleaning services 0.36 per sq ft Cleaning services on 2 shifts
& pest control Pest Control on quarterly basis
3 Payroll 3000.00 per month Exclude Buyer's payslips
Buyer has to apply to Bank for electronic payment
4 IT 527.63 per computer Software support on existing prog include licences,
hardware maintenance
Buyer to provide their own licences on the email addresses
Assumption
That the charges above are based on our current practice of maintenance; type of software.. etc.
/s/ Xxxx Xxxx Xxx
