Exhibit 10.04(a)
THIS DEED OF ASSIGNMENT is made the 17th day of April one
thousand nine hundred and eighty-six (1986) between KILN
TECHNIQUE (PRIVATE) LIMITED a company incorporated in the
Republic of Singapore and having its registered office at 4
Gul Crescent, Jurong, Singapore (hereinafter called "the
Company") of the first part, PAUL MA KAH WHO, RICHARD LAW
WAY YING AND MICHAEL NG WEI TECK ALL OF m/S Peat Marwick &
Co of 16 Raffles Quay, #22-00, Hong Leong Building,
Singapore 0104 (hereinafter called "the Receivers") of the
second part and NELCO PRODUCTS PTE. LTD. a company
incorporated in the Republic of Singapore and having its
registered office at 24, Raffles Place, #23-01, Clifford
Centre, Singapore (hereinafter called "the Assignee") of the
third part.
WHEREAS by an Agreement for Lease dated the 26th day of
May 1982 (hereinafter referred to as "the Principal
Agreement") made between THE JURONG TOWN CORPORATION a body
corporate incorporated under the Jurong Town Corporation Act
(hereinafter called "the JTC") of the one part and the
Company of the other part the JTC granted to the Company a
lease of the land and premises described in the Schedule
hereto (hereinafter referred to as "the said land and
premises") for the term of 30 years from the 1st day of
September 1981 at the yearly rent and upon the terms and
conditions set out therein.
AND WHEREAS the Receivers were on the 12th day of March
1985 appointed the Receivers and Managers of the Company by
the European Asian Bank Aktiengesellschaft pursuant to two
Debentures dated the 2nd day of December 1980 and the 29th
day of March 1982 respectively issued by the Company in
favour of the said Bank.
AND WHEREAS the Receivers have agreed to sell the said
land and premises and all its right title interest and
benefit in the Principal Agreement to the Assignee at the
price of Dollars Five hundred and twenty thousand
($520,000.00).
AND WHEREAS the JTC has consented to the said sale and
purchase of the said land and premises and the Company's
right title interest and benefit in the Principal Agreement
between the parties hereto subject to the terms and
conditions contained in their letter of consent dated the
22nd day of March 1986 to M/s Shook Lin & Bok, solicitors
for the Receivers.
NOW THIS DEED WITNESSETH as follows:
1. In pursuance of the said agreement and in consideration
of the sum of Dollars Five hundred and twenty thousand
($520,000.00) paid by the Assignee to the Receivers with the
consent of the Company on or before the execution of these
presents (the receipt whereof the Receivers and the Company
hereby respectively acknowledge) the Company as beneficial
owner by the direction of the Receivers HEREBY ASSIGNS unto
the Assignee ALL that the Principal Agreement and the full
benefit and burden thereof and all remedies for enforcing
the same together with all estate and interest of the
Company in the said land and premises and together with the
benefit of all payments made to the JTC under and/or
pursuant to the Principal Agreement by the Company TO HOLD
the same unto the Assignee absolutely subject to the terms
and conditions and covenants contained in the Principal
Agreement.
2. With the object of affording to the Company a full
indemnity in respect of any future breach of any of the
covenants and conditions contained in the Principal
Agreement but not further or otherwise the Assignee hereby
covenants with the Company that the Assignee its successors
and assigns will henceforth observe and perform all the said
covenants and conditions and will indemnify the Company from
and against all claims and demands in respect thereof so far
as the same affect the said land and premises and are still
subsisting and capable of taking effect.
3. The Company hereby agrees and undertakes at the cost
and expense of the Assignee to do and execute all such acts
and deeds and if necessary to procure such other parties to
join and/or direct the JTC to execute the Lease or other
assurance of the said land and premises to the Assignee.
4. (a) For the purpose of giving effect to the aforesaid
the Company HEREBY IRREVOCABLY APPOINTS the Assignee to be
its attorney and in the name of the Company to do all or any
of the following acts or things:
(1) to take and accept delivery of the Lease and such other
documents of title relating to the said land and premises
from the JTC subject to such stipulations provisions and
conditions as contained in the Principal Agreement;
(2) to execute deliver and otherwise perfect the said Lease
of the said land and premises in favour of the Assignee and
if necessary to join in to the said Lease of the said land
and premises and to register the same with the proper
authority;
(3) to authorize and direct the JTC and such other
necessary parties to execute the said Lease of the said land
and premises in favour of the Assignee;
(4) for all or any of the purposes aforesaid to execute
sign seal deliver and otherwise perfect the said Lease and
all other deed instruments and documents whatsoever relating
to the said land and premises;
(5) to institute commence and take whatever action legal or
otherwise that the Assignee may deem necessary under the
terms of the Principal Agreement against the JTC or any
other necessary parties thereto;
(6) to appoint substitute Attorney or Attorneys under or in
place of the Attorney hereby appointed with the same or with
more limited powers as the Assignee shall in its absolute
discretion deem proper; and
(7) to engage the services of accountants solicitors
valuers and such other professional required for the said
land and premises or pertaining to the enforcement of the
rights under the Principal Agreement.
And the Company hereby declares that the said lease and
all other deeds instruments and documents executed by
the Assignee of any substituted Attorney appointed by
virtue of the provisions hereof on behalf of the
Company or any servant or agent nominated by the
Assignee aforesaid shall be as good valid and effectual
to all intents and purposes whatsoever as if the same
had been duly and properly executed by the Company and
the Company hereby undertake to ratify and confirm the
said Lease and all other deeds instruments and
documents lawfully executed by virtue of the authority
and power hereby conferred.
(b) The Company hereby further declares that the
powers and authority hereby conferred are given for
valuable consideration and shall remain irrevocable for
a period expiring only on the issuance of the lease by
JTC in favour of the Assignee.
IN WITNESS whereof the Receivers and Managers of the
Company have hereunto set their hands and seals and the
Company and the Assignee has hereunto caused their
respective Common Seals to be affixed the day and year first
above written.
THE SCHEDULE ABOVE REFERRED TO
ALL that piece of land known as Lot 603 of Mukim 7 at
Jalan Burob, Jurone (also known as Private Lot A7163) and
situate in the Republic of Singapore as shown edged red on
the plan annexed to the Principal Agreement containing an
area of 7,169.9 square metres.
TOGETHER with the buildings and all installations
erected or to be erected thereon.
The Common Seal of KILN )
TECHNIQUE (PRIVATE) LIMITED )
was hereunto affixed in the )
presence of: )
/s/ Wang Wang Chew
Official Receiver and Liquidator
SIGNED SEALED and DELIVERED ) /s/Paul Ma Kah Woh
by PAUL MA, RICHARD LAW and ) /s/Richard Law Way
Ying
MICHAEL NG as the Receivers ) /s/Michael NG Wei
Teck
and Managers of KILN )
TECHNIQUE (PRIVATE) LIMITED )
in the presence of
/s/----------------
The Common Seal of NELCO )
PRODUCTS PTE. LTD. was )
hereunto affixed in the )
presence of:
/s/ Director
/s/ Secretary
On this 10th day of April A.D. 1986 before me, Wan Fook
Fang an Advocate and Solicitor of the Supreme Court of the
Republic of Singapore practising in Singapore personally
appeared PAUL MA, RICHARD LAW and MICHAEL NG as Receivers
and Managers of KILN TECHNIQUE (PRIVATE) LIMITED, who of my
own personal knowledge I know to be the identical persons
whose names "PAUL MA KAH WOH", "RICHARD LAW WAY YING" and
"MICHAEL NG WEi TECK" are subscribed to the above written
instrument and acknowledge that they had voluntarily
executed this instrument at Singapore.
Witness my hand
/s/Wan Fook Fang
I, MARGARET CHEW POH KWAN an Advocate and Solicitor of
the Supreme Court of the Republic of Singapore practising in
Singapore hereby certify that on the 17th day of April A.D.
1986 the Common Seal of NELCO PRODUCTS PTE. LTD. was duly
affixed to the above written instrument at Singapore in my
presence in accordance with the regulations of the Company
(which regulations have been produced and shown to me).
Witness my hand this 17th day of April 1986
/s/Margaret Chew Poh Kwan
[exhibits-02-10.04a]bd