Exhibit 10.17
TENANCY AGREEMENT
THIS AGREEMENT is made 1st day of October 1996, between R.S.
ROADSTAR ELECTRONICS (M)SDN.BHD.,(Company No. ) a company
incorporated in Malaysia and having its registered office at No.
37, 10400 Anson Road, Penang (hereinafter called "the Landlord")
of the one part and M.C.M.S. SDN.BHD., (Company No.399136-M)
(formerly known as Courageous Expedition Sdn. Bhd.,) a company
incorporated in Malaysia and having its registered office at 4th
Floor, Room 4-01), Wisma Penang Garden, Jalan Sultan Ahmad Shah,
10050 Penang (hereinafter called "the Tenant") of the other part.
WHEREAS the Landlord is the registered proprietor of all
that piece of land and hereditament held under Plots 12 & 13 Free
Trade Zone, Phase 4, Bayan Lepas, Penang together with the
factory building erected thereon (hereinafter called "the said
premises").
AND WHEREAS the Landlord is desirous of letting and the
Tenant is desirous of taking the whole of the said premises upon
the rental and subject to the terms and conditions contained
herein.
NOW IT IS HEREBY AGREED as follows :
1. In consideration of the rent, covenants and conditions
hereinafter reserved and contained and on the part of the Tenant
to be paid, observed and performed, the Landlord hereby lets
unto the Tenant the said premises, TO HOLD the same unto the
Tenant for a term of one {1) year commencing from 1st day of
October 1996 to 30th day of September 1997 (hereinafter called
"the term herein created") subject to the covenants and
conditions hereinafter contained and the Tenant paying unto the
Landlord:
i) the monthly rent of Ringgit Malaysia Thirty Six Thousand
(RM36,000/-) per month for the term herein created (i.e.
from 1st October 1996 to 30th September 1997).
ii) the monthly rentals shall be paid monthly in advance. The
first rental shall be paid on the 1st October 1996 and all
subsequent monthly rentals shall be paid on or before the
1st day of each and every succeeding calendar month.
Notwithstanding, for all purposes under this Agreement,
rentals paid within seven (7) of being due shall be
considered to be paid in a timely manner.
iii) on or before the execution of this Agreement the
Tenant shall pay the Landlord a deposit in the calm of
R;naait Malavsia Thirty Six Thousand (RM36,000.00) being
equlvalen-c to able rental for one (1) month
(hereinafter called "said Deposit") as security for the
due performance and observations of the terms and
conditions herein by the Tenant. This said deposit shall
be increased upon any subsequent increase of rental and
shall be applied in the manner as stated in Clause 2
hereof.
2. The said Deposit shall be applied as follows :
(a) If at any time during the term herein created or any
extension or renewal thereof, any of the reserved rent or
any other obligations shall be overdue, the Landlord may
in its absolute discretion appropriate and apply any
portion of the said Deposit to the payment of any such
overdue rent reserved or other sums due to the Landlord.
(b)Subject to paragraph-2 (a) above, in the event of the
failure of the Tenant to perform any other conditions of
this Agreement, the Landlord may appropriate so much of
the said deposit as may be necessary to compensate the
Landlord due to a breach on part of the Tenant. Any such
apportionment by the Landlord of the deposit or any part
thereof hereunder shall not be deemed and shall not
operate to waive the Tenant's breach or default.
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(b) Should the Deposit or any portion thereof be appropriated by
the Landlord as aforesaid then the Tenant shall upon demand by
the Landlord within seven (7) days from the date thereof pay to
the Landlord the amount of the sum so appropriated and it is
hereby agreed that the said Deposit shall not without the prior
consent in writing of the Landlord be deemed to be treated as
payment of rent and on the expiration or sooner termination of
the term hereby created and upon the Tenant vacating the said
premises the Landlord shall return the said Deposit 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 to the Appropriate Authority.
3. The Tenant hereby covenants with the Landlord as follows:
(a) To pay the said rents at the times and in the manner aforesaid;
(b) To pay the said Deposit in accordance with Clause 1 (iii);
(c) To pay the deposits and all charges for: the supply of water
and electricity, telephone, trade refuse and other utilities in
respect of the said premises during the term herein created and
to keep the Landlord indemnified for any loss expenses or damage
arising from any defaults or breach thereof, or non-payment;
(d) Not to assign underlet or part with the possession Of the
said premises or any part thereof during the term herein created
without the prior written consent of the Landlord whose consent
shall not be unreasonably withheld;
(e) Not to carry out any alterations, renovations or to carry
out any extension to the said premises except as approved by the
Landlord and subject to any necessary planning permission being
granted by the relevant Authorities;
(f) The Tenant's fixtures and fittings (if any) shall be
specified in the Schedule to be annexed hereto and shall be
removed by the Tenant at its expense and costs and the Tenant
shall restore the said premises to its original state and
condition less ordinary wear and tear as at the commencement of
the term herein created upon the expiration or other sooner
termination of this Agreement, PROVIDED however, that the
Landlord shall deal with the fixtures and fittings as the
Landlord shall deem fit without being liable to the Tenant in the
event the Tenant does not remove the Tenant's fixtures and
fittings within thirty (30) days from the date of termination of
this Agreement;
(g) To maintain and keep the said premises including but not
limited to the walls, floors, toilets, sanitary pipes, electrical
wiring and other installations in tenantable repair and condition
throughout the term herein created;
(h) Not to do or permit or suffer to be done anything whereby
the said premises may be damaged, and any damage done or caused
by the Tenant, its agent, employee, or licensee shall be made
good by the Tenant at the expense of the Tenant;
(i) Not to store or bring upon the said premises any articles of
a combustible or dangerous nature;
(j) Not to use the said premises for any unlawful or immoral
purposes;
(k) To apply for all the necessary approvals and licences from
all the relevant authorities and in all respects to comply with
all the legal provisions, either Federal or local, in regard to
the tenancy of the said premises and the carrying of the trade or
business for the time being carried out upon the said premises;
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(l) Not to do or permit to be done anything which will or may
infringe any laws by-laws or regulations made by the Government
or any other competent authority in respect of or affecting the
said premises and the business being carried out by the Tenant
upon the said premises and to indemnify the Landlord against all
claims, actions and demands in respect thereof;
(m) To permit the Landlord and its authorized agents at all
reasonable times in the day but with three (3) days prior notice
to enter upon and examine the condition of the said premises;
(n) To use the said premises for the purpose of the Tenant's
electronics business or and for purposes ancillary thereto and
not to use the said premises or suffer or permit the same to be
used for any other purpose whatsoever except with previous
written consent of the Landlord which consent shall not be
unreasonably withheld;
(o) Upon the expiration or sooner termination of the term herein
created to deliver up peaceably the possession of the said
premises to the Landlord or its authorized agent or to any person
lawfully herein contained;
(p) Not to use the said premises or suffer or permit the same to
be used for any offensive noisy or dangerous trade business
performance or occupation or for any purpose or in any manner
which may be a nuisance to the Landlord or the owners of of
occupiers of neighbouring or adjacent premises. On written notice
being served on the said premises by the Landlord or by its
surveyor requiring the Tenant to abate any nuisance caused by
vibration noise or offensive smell or by any undue emission of
smoke vapour or dust, with all reasonable despatch after the
service of such notice, to abate such nuisance accordingly;
(q) To take such measures as may be necessary to ensure that any
effluent discharged into the drains or sewers which belongs to or
are used for the said premises will not be corrosive or in anyway
harmful or cause any destruction or deposit therein and to comply
with all the regulations of the Department of Environment;
(r) Not to do or permit or suffer to be done anything whereof
the Policy of Insurance on the said premises or any adjoining or
neighbouring premises against damage by fire or tempest may
become void or voidable or whereof the rates of premium thereon
may be increased and to repay to the Landlord all sums paid by
way of increased premiums and all expenses incurred by them in or
about the renewal of such policy or policies rendered necesssary
by a breach of this contract and all such payments shall be made
immediately on demand.
4. The Landlord hereby covenants with the Tenant as follows:
(a) To pay the quit rent and assessment payable to the local
authority in respect of the said premises;
(b) To permit the Tenant if it punctually pays the rent hereby
reserved and observes the stipulations and covenants on its part
herein contained to enjoy the said premises without any
disturbances by the Landlord or any person lawfully claiming
under or in trust for the Landlord.
(c) To insure the said Premises (but not the contents thereof)
against loss or Damage oy rlre or cempesc and to cause all money
received by virtue of such insurance to be laid out forthwith in
rebuilding and reinstating the said premises and to make up any
deficiency out of their own way provided that the Landlord's
obligations under this covenant still cease if the insurance
shall be rendered void by reason of any act or default of the
Tenant. In case the said premises or any part thereof shall at
any time be unfit for substantial occupation or use and the
policy or policies effect-cd by the Landlord shall not have been
invalidated or payment of policy moneys refused in consequence of
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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 reasonably certified by
the Landlord's surveyor) shall be suspended as from the happening
of the said fire or tempest until the said premises shall be
again rendered fit for occupation and use but the tenancy shall
in no way be invalidated.
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:
(a) If the rent hereby reserved or any part thereof shall be in
arrears and unpaid for (7) days after becoming due and payable
(whether formally demanded or not) or if any of the covenants
stipulations or agreement on the part of the Tenant herein
contained shall not be observed or performed and the Tenant has
failed to cure such non-observance or non-performance within
fifteen (15) days after receiving notice thereof or if the Tenant
or its successors shall permit or suffer any distress of
attachment of execution to be levied on the said premises then
and in any of the said cases it shall be lawful for the Landlord
at any time thereafter to re-enter upon the said premises or any
part thereof and thereupon this tenancy shall absolutely
determine but without prejudice to the Landlord's right of
action in respect of any antecedent breach of the Tenant's
covenants herein contained.
(b) Except as otherwise provided herein the Tenant agrees to
occupy use and keep the said premises at the risk of the Tenant
and hereby releases to the full extent permitted by law the
Landlord and its servants and agents from all claims summonses
actions proceedings and demands which may be brought levied
or made against it and from all liability which may arise in
respect of any person of whatsoever nature or kind in or near
the said premises, in all cases arising out of the Tenant's
wrongful acts or breach of this Agreement.
(c) The Landlord will at the written request of the Tenant made
two calendar months before the expiration of the term herein
created and if there shall not at the time of such request be any
existing breach or non observance of any of the covenants on the
part of the Tenant to be performed and herein contained, at the
expense of the Tenant, to grant to him a tenancy of the said
premises for a further term of one (1) year from the expiration
of the term herein created containing the like covenants and
provisions as are herein contained (except this covenant for
renewal) and at a rent to be mutually agreed (but which rental
rate shall in no case exceed a 5% increase over the rental under
this Agreement).
(d) Any notice required to be given hereunder shall be in
writing and shall be sufficiently served on the Tenant by sending
the same by registered post addressed to the Tenant at the said
premises and for the Landlord by sending the same by registered
post addressed to the Landlord at its address stated herein and
shall be deemed to have been received by the addressee in the
ordinary course of post.
(e) The parties shall bear equally the Solicitor's fees with
regard to this Agreement but the Stamp duty shall be borne by the
Tenant.
(f) This Tenancy Agreement shall be binding upon the successors
in title and all assigns of the parties hereto respectively.
(g) Time wherever mentioned shall be the essence of this Agreement.
6. In this Agreement where the context so admits;
(a) the expression "the Landlord" and "the Tenant" include the
respective successors 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 and masculine gender only include the
feminine and neuter gender.
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(c) words importing the singular number only include the plural
number and vice versa.
(d) words applicable to natural persons include any company or
corporation.
IN WITNESS WHEREOF the parties hereto have hereunto set
their hands on the day and year first above written.
Signed by )
for and on behalf of )
R. S. ROADSTAR ELECTRONICS ) /s/ Leong Kiu Kwong
(M) SDN. BHD., (Co. No. ) )
in the presence of : )
/s/ Lim Kah Cheng
Signed by )
for and on behalf of ) /s/ Michael Ng Kweng Chong
M.C.M.S SDN. BHD.,(Co. No. ) )
in the presence of : )
/s/ Molly Gunn
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Micron Custom Manufacturlng Services
M.C.M.S. SDN BHD (399136-M)
(formerly known as Courages Expedition Sdn Bhd)
July 31, 1997
R.S. Roadstar Electronics Sdn. Bhd.
No. 37, 104000 Anson Road
Penang, Malaysia
Attn: Mr. KK Leong
Re: Tenancy Agreement, dated October 1, 1996, between R.S.
Roadstar Electronics Sdn. Bhd. and M.C.M.S. Sdn. Bhd. (the
"Tenancy Agreement")
Dear Mr. Leong:
I write this letter on behalf of M.C.M.S. Sdn. Bhd. (the
"Company") to exercise the Company's option set forth in Section
5(c) of the Tenancy Agreement to extend the term of the Company's
tenancy for an additional one year term. Such additional one year
term shall be governed by the covenants and provisions set forth
in the Tenancy Agreement (other than Section 5(c)); provided,
however, that, notwithstanding anything to the contrary in the
Tenancy Agreement, the Company shall have the right to terminate
its tenancy at any time during such additional one year term for
convenience and without penalty upon providing (90) days prior
written notice to R.S. Roadstar Electronics Sdn. Bhd.
Please acknowledge your receipt and acceptance of this
letter by signing below on the space provided.
Very truly yours,
/s/ Ron Gines
Managing Director
Acknowledged and agreed to by:
R.S. Roadstar Electronics Sdn. Bhd.
Name: /s/ Leong Kiu KwongTitle
_________________________________________________________________
Plot 12 & 13 Phase 4, FIZ Bayan Lepas 11900 Penang.
Tel # 604-644-9642 Fax # 604-644-9640
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Micron Custom Manufacturlng Services
M.C.M.S. SDN BHD (399136-M)
(formerly known as Courages Expedition Sdn Bhd)
September 7, 1998
R.S. Roadstar Electronics Sdn. Bhd.
No. 37, 104000 Anson Road
Penang, Malaysia
Attn: Mr. KK Leong
Re: Tenancy Agreement dated October 1, 1996, between R.S.
Roadstar Electronics Sdn. Bhd. and M.C.M.S. Sdn. Bhd. (as
amended by letter agreement dated July 31, 1997, the
"Tenancy Agreement")
Dear Mr. Leong:
I write this letter on behalf of M.C.M.S. Sdn. Bhd. (the
"Company") to request to extend the term of the Company's tenancy
under the Tenancy Agreement for an additional one year term.
Such additional one year term shall be governed by the covenants
and provisions set forth in the Tenancy Agreement (rather than
Section 5(c)): provided, however, that, notwithstanding anything
to the contrary in the Tenancy Agreement, the Company shall have
the right to terminate its tenancy at any time during such
additional one year term for covenience and without penalty upon
providing ninety (90) days prior written notice to R.S. Roadstar
Electronics Sdn. Bhd. The monthly rent during the additional one
year term, to commence October 1, 1998, shall be RM34,000
(Ringgit thirty four thousand only).
Please acknowledge your receipt and acceptance of this
letter by signing below on the space provided.
Very truly yours,
/s/ Ron Gines
Managing Director
Acknowledged and agreed to by"
R.S. Roadstar Electronics Sdn. Bhd.
Name: /s/ Leong Kiu Kwong
Title:
_________________________________________________________________
Plot 12 & 13 Phase 4, FIZ Bayan Lepas 11900 Penang.
Tel # 604-644-9642 Fax # 604-644-9640
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