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Exhibit 10.18
DATED THIS 28th DAY of APRIL 2000
BETWEEN
PALM PEAK TRADING SDN.BHD.
(Company No.251101-P)
("LANDLORD")
AND
CENTURION WIRELESS COMPONENTS (M) SDN. BHD.
(formerly known as WEB LOGIC SDN. BHD.)
(Company No.497908-H)
(" TENANT" )
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TENANCY AGREEMENT
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MESSRS. GHAZI & LIM
ADVOCATES & SOLICITORS
19TH FLOOR, MWE PLAZA
NO.8 LEBUH FARQUHAR
10200 GEORGETOWN
PENANG, WEST MALAYSIA
TEL: (604)-2633688
FAX: (604)-2627433
E-MAIL: gnlpg@po.jaring.my
(OUR REF: C6/00/KBC/c)
Disk C10: C6-00-C.TA
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AN AGREEMENT made on the 28th day of April, 2000 between PALM PEAK
TRADING SDN. BHD. [Company No. 251101-P), a company incorporated in Malaysia and
having its registered office at No. 14, 2nd Floor, Church Street, 10200 Penang
(hereinafter referred to as "the Landlord" which expression shall where the
context so admits include the person(s) or corporation(s) for the time being
entitled to the reversion immediately expectant on the determination of the
tenancy hereby created) of the one part and CENTURION WIRELESS COMPONENTS (M)
SDN. BHD. [Company No. 497908-H] (formerly known as WEB LOGIC SDN. BHD.), a
company incorporated in Malaysia and having its registered office at 51-21-A
Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang (hereinafter referred to
as "the Tenant") of the other part.
RECITAL
WHEREAS the Landlord is the registered proprietor of all that leasehold
land known as No. P.T. Lot No. 5353 Mukim 1,Daerah Seberang Perai Tengah, Penang
held under Suratan Hakmilik Sementara No. H.S. (D) 5005 (hereinafter referred to
as "the said Land") comprising of a total land area of approximately 1685 square
metres together with a factory unit erected or to be erected thereon with a
built-up area of approximately 23,000 square feet (the said Land and the factory
unit to be hereinafter referred to as "the said Premise").
AND WHEREAS the said Land is currently charged to OCBC Finance Berhad
("hereinafter referred to as "the said Chargee") via a charge bearing
Presentation No. 7148/96, Jilid No. 687, Folio 118 (hereinafter referred to as
"the said Charge").
AND WHEREAS the Landlord shall seek and obtain the written consent of
the said Chargee to the tenancy of the said Premise by the Tenant for the Term.
AND WHEREAS the said Land has an express restriction-in-interest namely
that it "shall not be transferred, charged, leased, subleased or otherwise in
any manner dealt with or disposed of without the written sanction of the State
Authority".
AND WHEREAS the Landlord is desirous of letting and the Tenant is
desirous of taking all of the said Premise more particularly shaded green in the
layout plan annexed herewith as Appendix A for a term of three (3) years
commencing on the 1st day of July 2000 (hereinafter referred to as "the Term")
subject to the terms and conditions hereinafter appearing.
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DEFINITIONS AND INTERPRETATIONS
Words Meaning
- ----- -------
"appropriate/relevant authorities" any person(s) or body exercising
powers and discretion under statute
or any other written law within the
State of Penang.
"ready to be utilised" means water and electrical fittings and fixtures
have been installed in the said Premise, tested and
commissioned by the appropriate/relevant
authorities and the supply is available for
tapping; fire-fighting requirements and
regulations have been complied with; and access
to the said Premise is unobstructed.
"Rental" Ringgit Malaysia Twenty Thousand
(RM20,000.00) only per month.
"Security Deposit" Ringgit Malaysia Forty Thousand
(RM40,000.00) only being equivalent
to two (2) months' Rental.
"Term" Three (3) years commencing on the lst July 2000.
"the Commencement Date" the date on which the tenancy herein commencing
which is mutually agreed to be the 1st July 2000
i.e. date on which the Landlord hands over the
said Premise to the Tenant with vacant
possession ready to be utilised for the named User.
"the Landlord" PALM PEAK TRADING SDN. BHD. [Company
No.251101-P] , a company incorporated in
Malayaia with its registered office at No. 14, 2nd
Floor, Church Street, 10200 Penang.
"the Tenant" CENTURION WIRELESS COMPONENTS (M) SDN. BHD. (Company No. 497908-93, a
company incorporated in Malaysia and having its registered office at
51-21-A Menara RHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang.
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"the User" the said Premise falls under the
industrial category of use and shall for the
purposes of this tenancy be used as a
manufacturing warehouse.
NOW IT IS HEREBY AGREED as follows:
1. The Landlord hereby lets and the Tenant hereby accepts the tenancy of
the whole of the said Premise for a period of three (3) years
commencing from the 1st July 2000 (hereinafter referred to as "the
Commencement Date") to the 30th June 2003 at a monthly rental of
Ringgit Malaysia Twenty Thousand (RM20,000.00) only per month
(hereinafter referred to as "the Rental") which shall be paid monthly
in advance within the first seven (7) days of each and every subsequent
calender month; the first of the Rental to be paid within five (5)
days of the Commencement Date in conjunction with Clause 3(b) below.
2. In accordance with Section 226 of the National Land Code, 1965, the
Landlord shall ensure that the consent of the said Chargee, in respect
of this tenancy, is sought and obtained (hereinafter referred to as
"the said Chargee's consent"). The same of which shall be made in
writing and executed by the said Chargee or its lawfully authorised
signatory.
3. (a) Upon the execution of this Agreement and upon receipt of the
said Chargee's consent, whichever is the later, the Tenant
shall pay to the Landlord a deposit in the sum of Ringgit
Malaysia Forty Thousand (RM40,000.00) only being equivalent to
two (2) months' Rental (hereinafter referred as "the Security
Deposit"), the receipt of which the Landlord hereby
acknowledges on the execution of this Agreement as security
for the due observance and performance by the Tenant of the
stipulations, terms and conditions of this Agreement.
(b) The Security Deposit or so much thereof as may be necessary
shall only be forfeited to the Landlord upon any breach of the
stipulations, terms and conditions of this Agreement by the
Tenant by way of liquidated damages and not by way of penalty
and if no breach by the Tenant shall occur, the Security
Deposit shall upon the expiration or the sooner determination
of this Agreement be returned to the Tenant forthwith free of
interest cost or compensation less such sum or sums as may
then be owing to the Landlord or in respect of any such sums
for payment of water and electricity, telephone and the likes
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to the appropriate/relevant authorities Provided Always should
the Landlord fail to return to the Tenant the Security Deposit
or the balance thereof (if any) as the case may be within one
(1) month after the expiration or sooner determination of this
Agreement, the Tenant shall be entitled to levy interest on
the same at twelve per centum (12%) per annum.
4. Upon the expiration or sooner determination of this Agreement the
Tenant shall have the option to either:
(a) restore the said Premise to its original state and condition
as at the Commencement Date (subject to normal wear and tear
as may be reasonably expected); or
(b) leave any installations, fittings, fixtures, additions,
partitions renovations made by the Tenant intact in the said
Premise without any compensation from the Landlord.
Provided in the event the Landlord elects to exercise its discreticn of
early termination in accordance with Clause 12 hereof and/or request
that any installations, fittings, fixtures, partitions, additions in
the said Premise to be left so intact by the Tenant the Landlord shall
compensate the Tenant for the same at a rate to be determined by an
independent appraiser or at the current net book value of the same
(whichever is the higher).
5. The Tenant shall at the Tenant's own costs and expense apply to all or
any appropriate/relevant authorities to obtain the necessary licenses
approvals and/or consents for the tenancy if so required by the
appropriate/relevant authorities.
6. The Landlord shall nonetheless be solely responsible and shall ensure
that the Certificate of Fitness for Occupation for the said Premise is
sought and obtained and shall endeavour to assist the Tenant in
obtaining all other relevant approvals and/or consents which are
necessary for the occupation and use of the said Premise for its named
User (if any) .
7. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:
(a) To pay all quit rent and assessment imposed on and payable in
respect of the said Premise;
(b) That in the event of the Tenant paying the rent hereby
reserved and observing and performing the stipulations herein
on its part contained, the Tenant shall peacefully hold and
enjoy the quiet occupation of the said Premise
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during the Term hereby granted without any interruption by the
Landlord or any person(s) rightfully claiming under or in
trust for the Landlord;
(c) To keep the roof, main structure, exterior plaster or other
surface material or rendering on the internal walls, floors
and exterior of the said Premise in good and tenantable repair
and condition throughout the Term hereby granted. Provided
Always that where repairs under this covenant becomes
necessary by reason of the negligence of the Tenant or its
servants or licensees then the Tenant shall carry out such
repairs at its own cost and expense;
(d) To insure the said Premise at the Landlord's expense against
loss or damage by fire, lightning explosion aircraft
(including articles dropped from aircraft) civil commotion
malicious persons earthquake storm tempest flood bursting and
overflowing of water pipes tanks and other apparatus, impact
by vehicles and other natural disasters or act of God
(hereinafter referred to as "the Insured Risks") in full value
thereof and to cause all or any monies received by virtue of
such insurance to be expended forthwith in rebuilding and
reinstating the said Premise and to make up any deficiency out
of their own pocket Provided That the Landlord's obligation
under this covenant shall cease if the insurance shall be
rendered void by reason of any act or default of the Tenant
and in the case whereby the said Premise or any part thereof
shall at any time be destroyed or damaged by the Insured Risks
so as to be unfit for substantial occupation or use and the
policy or policies effected by the Landlord shall not have
been, invalidated or payment of the policy monies refused in
consequence of some act or default of the Tenant the rents
hereby reserved or a just and fair proportion thereof
according to the nature and extent of the actual damage done
(and as certified by an independent surveyor) shall be
suspended as from the happening of the said Insured Risks
until the said Premise shall be again rendered fit, for
occupation and use Provided that the Tenant shall be entitled
to terminate the Tenancy in the events the Premise shall not
be reinstated and rendered fit for occupation and use for the
Tenant's business within three (3) months from the date of the
damage or distinction.
(e) In the event of the said Premise being damaged or destroyed by
fire, to reinstate the same at their own expense and with all
speed within the three (3) months
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(and this covenant is additional to the foregoing covenant to
insure the said Premise).
(f) To permit the Tenant to affix, paint or otherwise exhibit on
the exterior of the said Premise or any part thereof any name
plate, signboard, placard poster or advertisement for the
purpose of any public announcement or advertisement of the
Tenant's business.
(g) That the Tenant shall have the first option or first right of
refusal to rent the adjoining building to the said Premise
erected on P.T.Lot No. 5352 belonging to the Landlord should
the adjoining building become available for letting provided
that the Tenant shall exercise the option within fourteen (14)
days of the receipt by the Tenant of the Landlord's written
notice of the availability of the adjoining building for rent.
8. THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows:
(a) To pay the Rental on the days and in the manner aforesaid.
(b) To pay and discharge all outgoings in respect of the said
Premise from the Commencement Date including that of water,
electricity consumed within the said Premise according no the
meters thereon and all charges for sewage, refuse or waste
disposal and actions taken to comply with the requirement(s)
of the Department of Environment and other
appropriate/relevant authorities.
(c) To use the said Premise for the named User only.
(d) To keep the interior of the said Premise, the fixtures,
fittings and, structures therein (if any) in good and
tenantable repair and condition (subject to reasonable wear
and tear AND damage by fire or tempest excepted unless the
fire is caused by the Tenant's negligence or wilful default).
(e) To permit the Landlord and its duly authorised agent with or
without appliances at all reasonable times to enter upon the
said Premise and to view the conditions thereof and to take
inventories of the Landlord's fixtures therein (if any) and to
do structural repair to the said Premise.
(f) Not to assign, sublet or part with the possession of the said
Premise or any part thereof to any other parties without the
prior written consent of the Landlord having
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been first sought and obtained (the written consent of which
cannot be unreasonably withheld).
(g) Not to carry out major renovations to the said Premise except
with the prior approval of the Landlord and subject to
planning permission from the Majlis Perbandaran Seberang
Perai.
(h) Not to do or permit or suffer to be done upon the said
Premise, anything which will or may infringe or contravene any
law, by-laws or regulations made by the government the local
council or other appropriate/relevant authorities affecting
the said Premise and the usage thereon.
(i) Not to Use the said Premise for any unlawful or immoral
purposes.
(j) The Tenant shall not do anything whereby any insurance
effected by the Landlord in respect of the said Premise
against loss or damage by fire may be rendered void or
voidable or whereby the premium for any such insurance may be
liable to be increased.
(k) The Tenant shall not bring or store or permit or suffer to be
brought or stored on the said Premise or any part thereof arms
ammunition or unlawful goods.
(l) At the expiration or sooner determination of this tenancy
peaceably surrender and yield up to the Landlord the said
Premise in accordance with the foregoing covenants under
Clause 3 hereof.
9. PROVIDED ALWAYS AND IT IS HEREBY MUTUALLY AGREED BY THE LANDLORD AND
THE TENANT as follows:
(a) The Tenant agrees to occupy use and keep the said Premise at
the risk of the Tenant and hereby undertakes to indemnify and
keep the Landlord so indemnified against all claims, summonses
actions proceedings and demands which may be brought levied or
made against the Landlord in respect of the Tenant's use of
the said Premise save and except . . .
(i) the obtainment of the Certificate of Fitness for
Occupation; and
(ii) when any accident damage injury is caused through
and/or contributed by the negligence and/or the
default of the Landlord its servants or agents.
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This undertaking and indemnity by the Tenant shall onlv be
valid for as long as the Tenant has possession of the said
Premise thereafter upon the expiration or the sooner
determination of this Agreement the Tenant's undertaking and
indemnity herein given shall so cease PROVIDED ALWAYS that if
it is proven that the matter arised or occurred during the
Term of the tenancy, the Tenant's undertaking and indemnity
herein given shall ensue.
(b) Further to 9 (a) above, the Landlord hereby agrees and
undertakes to indemnify and keep the Tenant so indemnified
against all claims summonses actions proceedings and demands
(which may include environmental issues, structural hazards of
the said Premise etc.) which occurred prior to the
Commencement Date and may be levied or made against the
Tenant.
(c) If the rent hereby reserved or any part thereof shall at any
time be unpaid for twenty-one (21) days after the same shall
become due (whether formally demanded or not) or any covenant
on the Tenant's part herein contained shall not be performed
or observed it shall be lawful for the Landlord at any time
thereafter to re-enter upon the said Premise or any part
thereof in the name of the whole and whereupon the tenancy
herein granted shall absolutely determine but without
prejudice to the right of action of the Landlord in respect of
any antecedent breach of the conditions on the part of the
Tenant herein contained.
(d) Notwithstanding anything stated to the contrary, in the event
the application for the appropriate/relevant authorities'
consent sanctioning the tenancy of the said Premise by the
Tenant is rejected or fails for any reason whatsoever and/or
the said Chargee's consent to the tenancy of the said Premise
by the Tenant is not obtained, then this Agreement shall cease
and be of no further effect and neither party shall have any
further claims against the other, save and except that the
Landlord shall refund all monies received by it to the Tenant
free of interest (if any).
(e) If any dispute or difference shall arise between the Landlord
and the Tenant with regards to any clause matter or thing
whatsoever herein contained or the operation or construction
hereof or any matter or thing in any way connected with this
Agreement or the rights duties or liabilities of either party
under or in connection with this tenancy, then and in every
such case the dispute or differences shall be determined by a
single arbitrator in
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accordance with the Arbitration Act, 1952 or any statutory
modification or re-enactment thereof for the time being in
force.
(f) The Landlord shall upon on the written request of the Tenant
made not less than three (3) months before expiration of the
Term hereby created and if there shall not be at the time of
such request any existing breach or non-observance of any of
the covenants on the part of the Tenant hereinbefore contained
to be performed at the Tenant's expense, grant to the Tenant a
further tenancy of the said Premise for an additional term of
three (3) years to commence forthwith from the expiration of
the Term hereby created at the market rent as determined by an
independent valuer jointly appointed by the parties or riot
more than ten percent (10%) of the Rental currently payable
immediately before the expiration of the Term hereby created
whichever is the lower but otherwise upon the same terms and
conditions save and except for this Clause.
(g) Any notice In writing required to be served hereunder shall be
sufficiently served on the Tenant if addressed to the Tenant
and left at or sent by registered post to its address as
stated herein or at a later date to the said Premise and shall
be sufficiently served on the Landlord if addressed to the
Landlord and left at or sent by registered post to its address
as stated herein or to its last known address. A notice sent
by registered post shall be deemed to he given at the time
when it ought in the ordinary course of post be delivered at
the address to which it is sent.
(h) Time wherever mentioned in this Agreement is of the essence.
(i) The stamp duty shall he paid by the Tenant but each party
shall bear its own solicitors cost and expense.
(j) This Tenancy Agreement shall be binding upon the successors in
title, assigns, the personal representatives and heirs of the
parties hereto respectively.
10. SPECIAL CONDITIONS
(a) The parties hereby further agrees that the Tenant reserves the
discretion to exercise early termination of this tenancy
before the expiration of the Term PROVIDED
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THAT the Tenant shall give to the Landlord six (6) months
notice in writing of its intention to do so.
(b) The Landlord hereby also agrees that all tax liabilities
whatsoever in respect of this Agreement shall be borne by the
Landlord at its sole cost and expense.
11. (a) This Agreement embodies the entire understanding of the
parties hereto and there are no other arrangements between the
parties relating to the tenancy of the said Premise;
(b) No amendment or modification of this Agreement shall be valid
or binding on any party unless the same:
(i) is made in writing;
(ii) refers expressly to this Agreement; and
(iii) are mutually agreed by both parties.
12. In this Agreement where the context so admits:
(a) the expression "the Landlord and the Tenant" includes the
respective successors in title, personal representatives and
assigns of the Landlord and the Tenant and where two or more
persons are included in either expression this Agreement shall
bind such persons jointly and/or severally.
(b) words importing the masculine gender shall also include the
feminine and neuter gender.
(c) words importing the singular number shall also include the
plural number and vice versa.
(d) words applicable to natural persons shall also include any
company or corporation.
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IN WITNESS WHEREOF the parties hereunto set their hands the day and year first
above written:
Signed by Chuah Chong Lai )
for and on behalf of the )
abovenamed Landlord in ) /s/ Chuah Chong Lai
the presence of: ) ___________________________________
for an on behalf of
PALM PEAK TRADING SDN. BHD.
(Company No. 251101-P)
Khoo Boon Chye
Advocate & Solicitor
Penang /s/ Yenho K. Tree
__________________________________
for an on behalf of
Signed by Yenho K. Tree ) CENTURION WIRELESS COMPONENTS (M)
for and on behalf of the ) SDN. BHD.
abovenamed Tenant in ) (Company No. 497908-H)
the presence of: )
Khoo Boon Chye
Advocate & Solicitor
Penang