EXHIBIT 10.25
DATED THIS 1ST DAY OF APRIL, 2003
Between
FORTUNE CENTURY SDN BHD
JANTRON SDN BHD
("Landlords")
And
MATTLINE INDUSTRIES SDN BHD
("Tenant")
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TENANCY AGREEMENT
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XXXX & PARTNERS
ADVOCATES & SOLICITORS
Xxxxx 00, Xxxxx X
Xxxxxx Xxxxx XXXX
00000 Xxxxx Xxxxxx
Telephone: (000) 0000 0000
Facsimile: (000) 0000 0000
TABLE OF CONTENTS
CLAUSE PAGE
1. DEFINITIONS AND INTERPRETATION............................................ 1
1.1. Definitions...................................................... 1
2. AGREEMENT FOR TENANCY..................................................... 3
2.1. Grant of Tenancy................................................. 3
2.2. Term of Tenancy.................................................. 3
2.3. Rent Reserved.................................................... 3
3. TENANT'S COVENANTS........................................................ 4
3.1. Tenant's Covenants............................................... 4
4. LANDLORDS' COVENANTS...................................................... 7
4.1. Landlords' Covenants............................................. 7
5. BREACH AND TERMINATION.................................................... 8
5.1. Forfeiture on Breach............................................. 8
5.2. Termination by Notice............................................ 8
6. FIRES, ACCIDENTS AND OTHER SPECIFIED EVENTS............................... 8
6.1. Suspension of Rent............................................... 8
6.2. Damage by Fire etc............................................... 9
6.3. Accidents on Premises............................................ 9
7. OPTION FOR RENEWAL........................................................ 10
7.1. First Renewal Option............................................. 10
7.2. Second Renewal Option............................................ 10
7.3. Revised Rent..................................................... 10
8. REPRESENTATIONS AND WARRANTIES............................................ 11
9. MISCELLANEOUS............................................................. 11
9.1. Notices.......................................................... 11
9.2. Time of Essence.................................................. 13
9.3. Amendments and Severability...................................... 13
9.4. Exclusion........................................................ 13
9.5. Waiver........................................................... 13
9.6. Binding Effect................................................... 13
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9.7. Assignment....................................................... 14
9.8. Governing Law and Jurisdiction................................... 14
9.9. Expenses and Costs............................................... 14
9.10. Interpretation of Headings....................................... 14
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TENANCY AGREEMENT
THIS TENANCY AGREEMENT is made the day and year stated in Item 1 of the First
Schedule hereto between the parties whose names and descriptions are stated in
Item 2 of the said Schedule ("THE LANDLORDS") of the one part AND the party
whose name and description are stated in Item 3 of the said Schedule ("THE
TENANT") of the other part.
RECITALS
(A) Fortune Century Sdn Bhd and Jantron Sdn Bhd are the legal and
beneficial owners of two adjoining pieces of land under HSD 31770, XX
0000 xx Xxxxx 0, Xxxxxxxx Xxxxx Xxxxxx, Xxxxx Pinang and HSD 31777, PT
3221 at Mukim 1, Seberang Perai Tengah, Pulau Pinang respectively,
(collectively "DEMISED PREMISES""), as delineated in blue on the site
plan annexed hereto as ANNEXURE 1.
(B) The Landlords are desirous of granting and the Tenant of accepting a
tenancy of the Demised Premises, subject to the terms and conditions
hereinafter contained.
NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
Wherever used in this Agreement (unless the context shall otherwise require) the
following expressions shall have the following meanings :
"APPROPRIATE AUTHORITY" Any governmental or quasi-government
authority or agency authorized under any
written law in force in Malaysia to supply
electricity, water, telephone and other
amenities.
"BUSINESS" The business of the Tenant being electronic
manufacturing services.
"COMMENCEMENT DATE" The date on which the Term shall commence
which date is stated in Item 5(b) of the
FIRST SCHEDULE hereto annexed.
"COMPLETION DATE" means the date of completion of the Joint
Venture Agreement;
"DEMISED PREMISES" The premises to be let by the Landlords to
the Tenant, particulars whereof are set out
in Item 4 of the FIRST SCHEDULE hereto
annexed and which expression shall include
all or any part thereof.
"EXPIRY DATE" The date on which the Term is deemed to be
terminated by effluxion of time (unless
sooner determined or otherwise extended
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under the provisions hereof), which date is
stated in Item 5(c) of the FIRST SCHEDULE
hereto annexed.
"FIRST RENEWAL TERM" The term of years to be granted on a
renewal of the tenancy of the Demised
Premises in accordance with Clause 7. 1,
which renewal term is stated in Item 8 of
the FIRST SCHEDULE hereto annexed.
"FIRST RENEWAL TERM The date on which the First Renewal Term is
EXPIRY DATE" deemed to be terminated by effluxion of
time (unless sooner determined or otherwise
extended under the provisions hereof),
which date is stated in Item 5(d) of the
FIRST SCHEDULE hereto annexed.
"JOINT VENTURE
AGREEMENT" means the joint venture agreement between
TFS International, Ltd., TFS International
II, Ltd., Unico Systems Sdn Bhd, Unico
Holdings Berhad and the Tenant dated April
1, 2003;
"LANDLORDS" The parties whose name and description are
stated in Item 2 of the FIRST SCHEDULE
hereto annexed, which expression shall
include its successors-in-title and
assigns.
"MONTH" A period calculated from any specific day
up to and including the day numerically
corresponding to that specific day in the
relevant subsequent month or if there shall
be no such day or such subsequent month,
then the period shall expire on the last
day of that month.
"RENT" The amount payable by the Tenant to the
Landlords monthly in advance as rent during
the Term hereby granted, which amount is
stated in Item 6 of the FIRST SCHEDULE
hereto annexed and which expression shall
include the Revised Rent.
"RENT DEPOSIT" The amount payable forthwith by the Tenant
to the Landlords as deposit to secure the
due observance and performance of the
covenants on the part of the Tenant herein
contained, which amount is stated in Item 7
of the FIRST SCHEDULE hereto annexed.
"REVISED RENT" means the Rent for the tenancy of the
Demised Premises during the Second Renewal
Term, determined in accordance with Clause
7.3.
"SECOND RENEWAL TERM" The term of years to be granted on a second
renewal of the tenancy of the Demised
Premises in accordance with Clause 7.2,
which term is stated in Item 9 of the FIRST
SCHEDULE hereto annexed.
"TENANT" The party whose name and description is
stated in Item 3 of the FIRST SCHEDULE
hereto annexed, which expression shall
include its successors-in-title and
permitted assigns, as the case may be.
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"TERM" The term of years hereby granted for the
tenancy of the Demised Premises, which term
is stated in Item 5(a) of the FIRST
SCHEDULE hereto annexed.
"YEAR" A period of three hundred and sixty five
(365) days.
Words importing masculine gender shall include the feminine and neuter genders.
Words importing the singular shall include the plural number and vice versa.
References to any statute or legislation include any statutory amendment or
re-enactment thereof. All references to Clauses and Schedules are unless
otherwise provided, references to Clauses of and Schedules to this Agreement.
The headings of this Agreement are inserted for convenience only and shall not
define or limit the provisions hereof. Where there are two or more persons
included in the expressions "the Landlords" and /or " the Tenant" all covenants
agreements and stipulations expressed to be made by the Landlords shall be
deemed to be made by such persons jointly and severally.
2. AGREEMENT FOR TENANCY
2.1. Grant of Tenancy
In consideration of the Rent and the Tenant's covenants hereinafter
reserved and contained, the Landlords let and the Tenant takes the
Demised Premises.
2.2. Term of Tenancy
The tenancy herein granted shall be for a Term commencing from the
Commencement Date and expiring on the Expiry Date, subject to the
provisions for sooner determination hereinafter contained.
2.3. Rent Reserved
(a) The Rent hereby reserved in the amount stated in Item 6 of the
FIRST SCHEDULE hereto annexed shall be paid without any
deduction whatsoever monthly in advance on or before the 7th
day of the month, save that the first payment of Rent shall be
made on the Commencement Date, pro-rated to the amount of days
remaining in that month.
(b) In respect of the final month of the tenancy of the Demised
Premises, the payment of Rent shall be made no later than the
7th day of that month, pro-rated to the amount of days
remaining in that month.
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3. TENANT'S COVENANTS
3.1. Tenant's Covenants
The Tenant hereby covenants with the Landlords as follows:
(a) To Pay Rent
To pay the Rent reserved punctually on the days and in the
manner aforesaid.
(b) To Pay Rent Deposit
Upon the execution of this Agreement to deposit with the
Landlords the Rent Deposit stipulated in Item 7 of the FIRST
SCHEDULE and such deposit less any monies found to be due and
owing by the Tenant under the provisions herein, shall be
refunded free of interest to the Tenant within fourteen (14)
days after the expiration or determination of the tenancy,
failing which the Landlords shall further pay to the Tenant an
agreed interest calculated at the then prevailing Base Lending
Rate of Malayan Banking Berhad on the Rent Deposit from the
expiry of the fourteen (14) day period up to the date of the
actual payment thereof. The Rent Deposit shall not be taken to
be or treated as payment of Rent in ascertaining whether Rent
has been in arrears.
(c) Restriction on Assignment, Sublet, etc
Not to assign, sublet, part with, share possession or grant
any licenses for use of the Demised Premises or any part
thereof without prior written consent of the Landlords.
(d) To Inform Landlords of Damage
To immediately inform the Landlords of any damage caused to
the Demised Premises.
(e) To Permit Landlords to Enter View and Execute Repairs
To permit the Landlords its agents or workmen to enter upon
the Demised Premises at all reasonable hours and provided
reasonable advance written notice has been served on the
Tenant, to view the condition thereof and to issue notice in
writing addressed to the Tenant of all defects and damage then
found and the Tenant shall make good the same according to
such notice where reasonable and if the Tenant shall fail so
to do, the Tenant shall permit the Landlords to enter upon the
Demised Premises for the purpose of carrying out such repairs
at reasonable costs and the costs thereof shall on demand be
forthwith repaid by the Tenant to the Landlords.
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(f) Construction or Alteration
Not to carry out any construction or alterations to the
Demised Premises without the Landlords' written consent to
such changes. In the event such changes have been consented to
by the Landlords, the Landlords reserves the right to demand
the removal of such construction or alterations at the end of
the Tenancy and the cost and expense of removing the same
shall be borne and paid by the Tenant.
(g) Not to Use for Illegal or Immoral Purposes
Not to use or permit or suffer the Demised Premises or any
part thereof to be used for any illegal or immoral purposes.
(h) Specified Use Only
To use and occupy the Demised Premises to carry on the
Business of the Tenant only and not for any other purpose.
(i) To Comply with Notices
Upon the receipt of any notice, order, direction or other
thing from a competent authority affecting or likely to affect
the Demised Premises whether the same shall be served directly
on the Tenant or the original copy thereof be received from
any other lessee or other person whatsoever the Tenant will so
far as such notice, order, direction or other thing or the
ordinance regulations or other instrument under and by virtue
or which it is issued or the provisions hereof require of the
Tenant to do so comply therewith at its own expenses and will
forthwith deliver to the Landlords a copy of such notice order
or other thing.
(j) Not to Bring Inflammable Substance on Premises
Not to store or bring upon the Demised Premises arms,
ammunition or unlawful goods, gunpowder, petrol, kerosene or
any explosive or combustible substance in any part of the
Demised Premises (save as required for the Business) and not
to do or permit or suffer to be done anything whereby the
policy or policies of insurance on the Demised Premises
against loss or damage by fire for the time being subsisting
may become void or voidable or whereby the rate of premium
thereon may be increased and to make good all damages suffered
by the Landlords and to repay to the Landlords all sums paid
by the Landlords by way of increased premiums and all expenses
incurred by the Landlords in or about any renewal of such
policy or policies rendered necessary by a breach or
non-observance of this covenant.
(k) Advertisement
Any placard, poster, notice, advertisement, name, or sign
erected, attached or exhibited by the Tenant shall at the
expiry or termination of the tenancy be dismantled by the
Tenant at its own expense. Any placard, poster, notice,
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advertisement, name or sign erected, allocated or exhibited by
the Tenant which is not in conformity with this present
covenant shall forthwith be dismantled at the cost of the
Tenant unless otherwise agreed to by the Landlords in its
absolute discretion.
(l) Not to Permit Nuisances, etc.
Not to do or suffer the Demised Premises or any part thereof
any act, matter or thing, whatsoever which may be or tend to
the nuisance, annoyance, damage or disturbance of the
Landlords or the owners, tenants, lessees or occupiers of any
adjoining or neighbouring property.
(m) Laws and Regulations
Not to do or permit to be done on the Demised Premises
anything which will or may infringe any of the laws, by-laws
or regulations made by the government, the local town board or
any competent authority affecting the Demised Premises.
To obtain and maintain at its own expense all licenses,
permits, registrations (including trade name) and other
consents necessary for the conduct of the Business;
(n) To Keep Clean the Premises etc.
At all times to keep clean the Demised Premises and not to
cause or permit any obstruction to the entrance, exit,
pavements or drains and other areas, the use of which is
common to the Demised Premises and to other premises.
(o) To Yield Up
At the expiration or determination of this tenancy peaceably
to surrender and yield up to the Landlords the Demised
Premises in good tenantable repair and condition and in proper
working order (fair, wear and tear and damage by fire, xxxxx,
xxxxxxx, riot and other causes beyond the Tenant's control
excepted) AND IT IS AGREED that the foregoing covenant shall
apply and attach to all fixtures or fittings affixed or
fastened to the Demised Premises or any part thereof by the
Tenant AND that the Tenant may from time to time substitute
the Landlords' Fittings of at least as good a kind or quality
as and not less suitable in character nor of less value than
those for which they are respectively to be substituted and in
any such case this present covenant shall attach and apply to
the things so substituted.
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4. LANDLORDS' COVENANTS
4.1. Landlords' Covenants
The Landlords hereby covenants with the Tenant as follows :
(a) That in consideration of the Tenant duly paying the rent
hereby reserved and observing and performing the several
covenants and stipulations herein the Tenant shall peaceably
hold and enjoy the Demised Premises during the said Term
without any disturbances by the Landlords or any person
lawfully claiming under or in trust for the Landlords;
(b) At all times throughout the Term hereby created to keep the
Demised Premises insured (excluding the Tenant's fixtures,
fitting, furniture and stocks) against loss or damage by fire
and to pay all premiums incurred;
(c) To pay all present and future quit rent, assessment, property
tax or other rates and impositions of like nature by
whatsoever name levied in respect of the Demised Premises;
(d) To keep the main structure the main drains and the main pipes
and the external wall of the Demised Premises in good and
tenantable repair and conditions unless it is damaged by
malicious negligence or careless acts or omissions of the
Tenant its servants employees agents invitees or licensees;
(e) To refund the Rent Deposit to the Tenant within fourteen (14)
days after the Tenant shall have:
(i) yielded up vacant possession of the Demised Premises
to the Landlords in good and substantial repair and
condition and in accordance with the covenants herein
contained; and
(ii) provided evidence satisfactory to the Landlords that
it has settled all arrears of Rent.
PROVIDED in default of the aforesaid the Landlords shall be at
liberty to deduct therefrom such sum or sums as may be
required to cover all arrears of Rent and the cost of carrying
out any repair that should have been undertaken by the Tenant;
(f) Notwithstanding anything in this Agreement, the Landlords
shall ensure that the Tenant is permitted to carry out
renovations and alterations, (structural or otherwise), and
create partitions in (whether permanent or temporary) to the
Demised Premises or any part thereof in accordance with the
business requirements of the Tenant.
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5. BREACH AND TERMINATION
5.1. Forfeiture on Breach
If:
(1) the Rent hereby reserved or any part thereof shall at any time
be unpaid for seven (7) days after becoming payable (whether
formally demanded or not);
(2) any of the covenants on the part of the Tenant herein
contained shall not be performed or observed;
(3) the Tenant shall enter into any composition for the benefit of
its creditors or shall suffer any distress or execution to be
levied on the its goods or have a receiving order made against
it or shall become bankrupt;
then and in any of the said cases it shall be lawful for the Landlords
to issue to the Tenant a notice in writing :
(a) specifying the particular breach complained of; and
(b) if the breach is capable of remedy, requiring the Tenant to
remedy it,
and in the event that the Tenant shall fail within fourteen (14) days
after the service of such notice on the Tenant including the day of
such service, to remedy the breach (if it is capable of remedy) to the
satisfaction of the Landlords, it shall be lawful for the Landlords at
any time thereafter to forfeit this tenancy and to re-enter onto the
Demised Premises or any part thereof in the name of the whole and
thereupon this tenancy shall absolutely determine but without prejudice
to the right of action of the Landlords in respect of any antecedent
breach by the Tenant of the covenants herein contained.
5.2. Termination by Notice
If either party shall desire to terminate the term hereby granted the
party desirous to do so shall give to the other party at least three
(3) months prior written notice of such desire without the necessity of
providing reasons. Immediately upon expiration of such notice, the
Agreement and everything herein contained shall terminate and cease to
have further effect provided that the Rent Deposit shall be refunded to
the Tenant within fourteen (14) days of the termination of the
Agreement but without prejudice to the rights of either party against
the other in respect of any antecedent claim for breach of covenant.
6. FIRES, ACCIDENTS AND OTHER SPECIFIED EVENTS
6.1. Suspension of Rent
If the Demised Premises or any part thereof shall be destroyed or
damaged by fire (except where the fault or negligence of the Tenant has
caused the fire) lightning, flood, storm,
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explosion or in any way rendered unfit for use or occupation for a
period greater than one (1) month, then the rent hereby covenanted to
be paid or a fair proportion thereof according to the nature and extent
of the damage sustained shall be suspended until the Demised Premises
shall again be rendered fit for habitation and use. The period in which
the rent has been suspended shall be extended into the Term of tenancy
granted herein PROVIDED THAT in such event the Tenant may determine the
tenancy by giving one (1) month's notice in writing and be entitled to
the return of the Rent Deposit within fourteen (14) days from the date
of such termination but without prejudice to the rights and remedies of
either party against the other in respect of any antecedent claim or
breach of covenant AND PROVIDED FURTHER THAT nothing in this clause
shall render it obligatory on the Landlords to restore, reinstate or
rebuild the Demised Premises or any part thereof, if the Landlords in
its absolute discretion does not desire to do so in which event the
Landlords shall be entitled to terminate this tenancy by one (1)
month's notice in writing to the Tenant and upon such termination
neither party shall have any claims against the other save and except
in respect of any antecedent claim or breach of covenant.
6.2. Damage by Fire etc.
(a) If the Demised Premises or any part thereof shall be destroyed
or damaged by fire (except where such fire has been caused by
the fault or negligence of the Tenant) earthquakes, riot,
civil commotion or Act of God or other inevitable cause
without default of the Tenant so as to render the Demised
Premises, in the opinion of the relevant authorities to be
unfit for occupation and use by the Tenant then in such an
event, the Tenant shall have the right to determine the
Tenancy by giving a notice in writing to the Landlords within
fourteen (14) days upon receipt of the written confirmation by
the relevant authorities whereupon the Landlords shall refund
the Deposit to the Tenant within thirty (30) days of receipt
of the Tenant's notice of termination.
(b) In the event that the Tenant fails to exercise the right as
provided for under Clause 6.02(a) within fourteen (14) days
upon receipt of the said written confirmation by the relevant
authorities then the rent hereby covenant to be paid or a fair
proportion hereof according to the nature and extent of the
damage sustained shall be suspended from the date of such
destruction or damage (hereinafter referred to as the
"DESTRUCTION DATE") until the Demised Premises shall again be
rendered fit for occupation and use by the Tenant within two
(2) months from the Destruction Date.
6.3. Accidents on Premises
The Landlords shall not be responsible to the Tenant or the Tenant's
licensees, servants, agents or other persons in the Demised Premises or
calling upon the Tenant for any accident happening or injury suffered
or damage to or loss of any chattel or property sustained on the
Demised Premises or in the building of which the Demised Premises form
part SAVE WHERE the accident occurred due to the fault or negligence of
the
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Landlords, in which event the Landlords shall make reasonable
compensation to the persons suffering such loss, injury or damage.
7. OPTION FOR RENEWAL
7.1. First Renewal Option
If either the Landlord or the Tenant intends for the tenancy of the
Demised Premises to be extended for the further term as stated in Item
8 of the FIRST SCHEDULE hereto ("FIRST RENEWAL TERM"), the Landlord or
the Tenant may give written notice to the other party not later than 3
months before the Expiry Date, and the Landlord shall grant, and the
Tenant shall take, at the cost of the Tenant a new tenancy of the
Demised Premises for the First Renewal Term beginning from the Expiry
Date upon covenants and stipulations identical to those as are herein
contained with the exception of this covenant for renewal and other
provisions contained in clause 7.02 and 7.03, provided always that
where the Tenant seeks to extend the tenancy of the Demised Premises,
it shall be incumbent on the part of the Tenant to have fulfilled and
/or performed the following conditions precedent :
(a) the Tenant shall have paid the Rent hereby reserved,
(b) the Tenant shall have performed and observed all the covenants
and obligations on the Tenant's part contained until the
Expiry Date.
7.2. Second Renewal Option
If, during the First Renewal Term, the Tenant shall be desirous of
tenanting the Demised Premises for a further term or terms of years as
stated in Item 9 of the FIRST SCHEDULE hereto ("SECOND RENEWAL TERM"),
the Tenant shall give written notice of such desire to be served upon
the Landlord not later than 3 months before the First Renewal Term
Expiry Date and subject to the fulfillment of the following conditions
precedent :
(a) that the Tenant shall have paid the Rent hereby reserved,
(b) that the Tenant shall perform and observe all the covenants
and obligations on the Tenant's part contained until the
Renewal Term Expiry Date,
then the Landlords will grant to the Tenant at the cost of the Tenant a
new tenancy of the Demised Premises for the Second Renewal Term
beginning from the First Renewal Term Expiry Date upon covenants and
stipulations identical to those as are herein contained with the
exception of this covenant for renewal and other provisions contained
in clauses 7.1 and 7.3.
7.3. Revised Rent
(a) Upon receipt of the Tenant's written notice stating its
intention to tenant the Demised Premises for the Second
Renewal Term, the Landlords shall inform the Tenant of the
Revised Rent, which is to be based on the then prevailing
market
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ental rates for property similar in nature, use and location
to the Demised Premises.
(b) Upon receipt of written notice of the Revised Rent, the Tenant
shall be entitled to negotiate the Revised Rent with the
Landlords for a period of one month (or such longer period as
the Tenant and Landlords may mutually agree). If at the end of
such period, the Landlords and the Tenant are unable to agree
on the Revised Rent, the Tenant shall be entitled to withdraw
its notice to take up the Second Renewal Term and shall be
under no obligation to tenant the Demised Premises for the
Second Renewal Term.
8. REPRESENTATIONS AND WARRANTIES
8.1. Each of the parties hereby represents and warrants to the other that:
(a) it has full power and authority to enter into this Agreement.
(b) the execution delivery and performance of this Agreement does
not exceed the power granted to it or violate the provisions
of its Memorandum and Articles of Association; and
(c) no winding-up petition has been presented against it nor any
receivers or managers appointed.
8.2. All warranties, representations, covenants and obligations given or
entered into by the Landlords are given or entered into jointly and
severally.
For avoidance of doubt, the rights of Fortune Century Sdn Bhd and
Jantron Sdn Bhd shall only relate to the Car Park Land s which they
each respectively own. Accordingly, the rights of the Landlords under
this Agreement shall relate only specifically to each piece of the
Demised Premises of which they are the registered proprietor of and
shall have no rights of action or enforcement otherwise.
9. MISCELLANEOUS
9.1. Notices
(a) Any notice, consent, request, claim, demand, instruction or
other communication required or contemplated by this Agreement
to be given by any party shall, unless otherwise specified
herein, be in the English language and be delivered.
(i) by hand, by postage-prepaid registered airmail or
express package service addressed to the party for
which it is intended at the address specified in this
Agreement or at such other address as shall be
notified in writing by the respective parties.
Notices shall be effected on the date of delivery as
evidenced by the postal receipt or other written
receipt; or
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(ii) by facsimile to the numbers below (or to such other
numbers as notified by the parties from time to time
in accordance with this Clause) and shall be deemed
to have been received by the addressee upon
completion of transmission with correct answer back
provided that the confirmation copy of the facsimile
is sent to the addresses by hand or postage-prepared
registered airmail.
(b) Any such notice, consent, request, claim, demand, instruction
or other communication shall be addressed as follows:
THE LANDLORDS Fortune Century Sdn Bhd
Jantron Sdn Bhd
0xx Xxxxx, Xxxxxx XXX, Xxxxx Xxxxxxx
00 Xxxxx Xxxx
00000 Xxxxx Xxxxxx
Attention - X.X. Xxxx
Tel No : (000) 0000 0000
Fax No: (000) 0000 0000
With copy to :
Xxxxx & Xxxxxxxx
27th Floor, West Wing
Menara Xxxxxxx
Xxxxx Xxx Xxxxx
00000 Xxxxx Xxxxxx
Attention - Xxxxxx Xxxx
Tel : (000) 0000 0000
Fax : (000) 0000 0000
THE TENANT: Mattline Industries Sdn Bhd
Xxxxx 00, Xxxxx X
Xxxxxx Xxxxx
Xxxxx Xxxxxx Xxxx Xxxxxx
00000 Xxxxx Xxxxxx
Tel. No: (000) 0000 0000 Fax No:
(000) 0000 0000
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With copy to : Xxxx & Partners
Level 41, Suite A
Menara Maxis
Xxxxx Xxxxxx Xxxx Xxxxxx
00000 Xxxxx Xxxxxx
Tel No : (000) 0000 0000
Fax No : (000) 0000 0000
or to such other address as a party may from time to time designate by
notice to the others.
9.2. Time of Essence
Time wherever mentioned shall be of the essence of this Agreement.
9.3. Amendments and Severability
No provision of this Agreement may be amended, waived, discharged or
terminated orally, nor may any breach of any provision of this
Agreement be waived or discharged orally. If at any time any provision
of this Agreement is or becomes illegal, invalid or unenforceable in
any respect, the remaining provisions of this Agreement shall in no way
be affected or impaired thereby.
9.4. Exclusion
The parties hereto admit and declare that this Agreement with the
schedules and appendices annexed thereto (except otherwise agreed,
varied, modified or supplemented in writing) contains the entire
agreement between the parties and that all representations made by or
on behalf of the Landlords or the Tenant (whether oral or otherwise)
not embodied herein are hereby expressly excluded and negated.
9.5. Waiver
No failure or delay on the part of any party hereto in exercising nor
any omission to exercise any right power privilege or remedy accruing
hereunder upon any default on the part of the other shall impair any
such right, power, privilege, remedy or be construed as a waiver
thereof or an acquiescence in such default nor shall any action or
omission to act by the said party in respect of any default or any
acquiescence in any such default affect or impair any right, power,
privilege or remedy in respect of any other subsequent default.
9.6. Binding Effect
This Agreement shall be binding on the permitted assigns or
successors-in-title (as the case may be) of the parties hereto.
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9.7. Assignment
No part of this Agreement may be transferred or assigned by any of the
parties without the prior written consent of the other.
9.8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with
the laws of Malaysia. The parties hereby submit to the non-exclusive
jurisdiction of the Malaysian courts.
9.9. Expenses and Costs
Each party shall bear its own solicitors' fees in the preparation of
this Agreement and all other disbursements incidental thereto but the
stamp duty payable for this Agreement shall be borne by the Tenant
solely.
9.10. Interpretation of Headings
The headings of each of the clause contained herein are inserted merely
for convenience of reference and shall be ignored in the interpretation
and construction of any of the provisions.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
14
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above written.
SIGNED by /s/Xxxxxx Xxxxxx, Director )
)
for and on behalf of )
MATTLINE INDUSTRIES SDN BHD )
in the presence of : )
SIGNED by /s/Xxxx Xxxxx Xxx, General )
Manager, Finance )
for and on behalf of )
FORTUNE CENTURY SDN BHD )
in the presence of :- )
SIGNED by /s/Xxxx Xxxxx Xxx, General )
Manager, Finance )
for and on behalf of )
JANTRON SDN BHD )
in the presence of :- )
15
FIRST SCHEDULE
(Which is to be taken read and construed as an essential part of this Agreement)
Item Description Particulars
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1. Date of Agreement April 1, 2003
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2. Landlords Fortune Century Sdn Bhd
Jantron Sdn Bhd
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3. Tenant Mattline Industries Sdn Bhd
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4. Demised Premises HSD 31770, PT 3217 at Mukim 1,
Seberang Perai Tengah,Pulau
Pinang
HSD 31777, PT 3221 at Mukim 1,
Seberang Perai Tengah, Pulau
Pinang
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5(a) Term of Tenancy Three years
5(b) Commencement Date The later of 1 May 2003 or the
Completion Date
5(c) Expiry Date Third Anniversary of the
Commencement Date
5(d) First Renewal Term Expiry First Anniversary of the
Date expiry of the Term
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6. Rent RM10,000 a month
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7. Rent Deposit Equivalent to 2 months Rent
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8. First Renewal Term One year
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9. Second Renewal Term Two years
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