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Exhibit 10.20
FACTORY LEASE AGREEMENT
TYPE C FACTORY
THIS AGREEMENT is made the 3rd day of November 1998 BETWEEN:
I. PT BATAMINDO INVESTMENT CORPORATION, a company duly incorporated under the
laws of Indonesia and having an office at Wisma Batamindo, Jalan Rasamala
No. 1, Batamindo Industrial Park, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
(hereinafter called "BIC");
AND
II. DYNACS DIGITAL STUDIOS PTE LTD, a company duly incorporated under the laws
of Singapore and having its principal place of business at ▇▇. ▇, ▇▇▇▇ ▇▇▇
▇▇▇▇, #▇▇-▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called the
"Lessee").
WHEREAS
A. BIC is the developer of an industrial estate located at Mukakuning, Batam,
Indonesia, namely Batamindo Industrial Park (hereinafter called "BIP");
B. The Lessee desires to lease and to operate a factory in BIP.
NOW THEREFORE the parties hereto agree as follows:-
ARTICLE 1
LEASE PREMISES
BIC agrees to lease to the Lessee and the Lessee agrees to take a lease from BIC
of factory premises at Lot 308 of BIP with a total lettable area of
approximately 972 square metres subject to final survey, if any, as marked red
in the plan attached hereto as Schedule 1 (hereinafter called the "Lease
Premises").
ARTICLE 2
UTILISATION OF THE LEASE PREMISES
2.1 The Lessee shall utilise the Lease Premises to operate a factory in
conformity with its business permit obtained from the Coordinating Board
of Capital Investment (BKPM) and for no other purposes whatsoever.
(Initials)
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2.2 Any material alteration of the Lessee's utilisation of the Lease Premises
shall require prior written approval from BIC. The Lessee shall also
obtain approvals from the relevant authorities if necessary.
ARTICLE 3
LEASE TERM & DELIVERY OF LEASE PREMISES
3.1 The lease term (hereinafter called the "Lease Term") shall be for a fixed
term of three (3) years commencing from 3 November 1998 (hereinafter
called the "Lease Commencement Date").
3.2 Upon the expiry of the Lease Term, this Lease Agreement shall be
automatically renewed for a further term of three (3) years and shall
continue to be automatically renewed for the sane term of years at the
expiry of each renewed term unless either party notifies the other in
writing not less than six (6) months prior to the expiration of the Lease
Term or each renewed term, as the case may be, that this Lease Agreement
shall not be renewed. Notwithstanding the foregoing, this Lease Agreement
shall automatically terminate when BIC's tenure or right to the land of
the Lease Premises is terminated or expires. In such an event, BIC shall
not be liable for any loss or damage which may result.
3.3 Notwithstanding the preceding clause, the rental the Lessee is liable to
pay to BIC during each renewed term shall be BIC's listed standard rentals
prevailing at the date of each renewal.
3.4 Physical Possession of the Lease Premises shall be given to the Lessee on
the Lease Commencement Date. Notwithstanding the foregoing, physical
possession need not be given where the deposit referred to in Article 6
has not been paid to BIC in full but in such an event the Lease Term shall
still commence on the Lease Commencement Date and all payments due under
this Lease Agreement shall be due accordingly.
ARTICLE 4
RENTAL
4.1 The rental for the Lease Premises is Singapore Dollars Nine Thousand Seven
Hundred and Twenty (S$9,720) per month (hereinafter called the "Rental")
calculated as follows:-
2 2
S$10 per m per month x 972 m lettable area
4.2 The Rental shall commence on the Lease Commencement Date and shall be paid
by the Lessee to BIC within fourteen (14) days of BIC's invoice date. Each
invoice sum shall be for an amount not exceeding three (3) month's Rental.
Where there is a failure to pay on the due date, Article 7 shall apply.
(Initials)
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4.3 Notwithstanding the preceding clause, no Rental shall be due for the 1st,
2nd 23rd 24th, 35th and 36th month of the Lease Term. This clause shall
not apply upon any renewal of this Lease Agreement in accordance with
Article 3.2.
ARTICLE 5
SERVICE CHARGE
5.1 In addition to the Rental, the Lessee shall pay BIC a service charge of
Singapore Dollar One and Cents Ten only (S$1.10) per square metre of the
area of 1206 square metres per year (hereinafter called the "Service
Charge") for the maintenance of the common areas more specifically set out
in Schedule 2.
5.2 The Service Charge shall be reviewed and revised by BIC from time to time.
5.3 The Service Charge shall commence on the Lease Commencement Date and shall
be paid by the Lessee to BIC within fourteen (14) days of BIC's invoice
date. Each invoice sum shall be for an amount not exceeding three (3)
month's Service Charge. Where there is a failure to pay on the due date,
Article 7 shall apply.
ARTICLE 6
DEPOSIT
6.1 The Lessee shall pay BIC a cash deposit equivalent to three (3) month's
Rental (hereinafter called the "Deposit") on or before the Lease
Commencement Date as security against breach of any of the terms and
conditions in this Lease Agreement.
6.2 Where the Lessee fails to pay the Rental or the Service Charge or any
other payments required to be paid under this Lease Agreement or breaches
any other terms and conditions in this Lease Agreement, BIC is entitled to
use the Deposit or any part thereof for the settlement of such unpaid
payments or to compensate for damages or expenses resulting from such
breach without prior notification to the Lessee and without prejudice to
other remedies available to BIC.
6.3 Where the Deposit or any part thereof is utilised by BIC in accordance
with Article 6.2,the Lessee shall immediately pay to BIC in cash a
sufficient amount to compensate for the Deposit or part thereof which have
been utilised by BIC as aforesaid. Such compensation shall be paid within
seven (7) days of BIC's written demand failing which Article 7 shall
apply.
6.4 Where the Rental has been increased in accordance with this Lease
Agreement, the Lessee shall pay the amount of such increase within thirty
(30) days of BIC's written demand so that the Deposit shall at all times
be equal to three (3) month's Rental. Where there is a failure to pay on
the due date, Article 7 shall apply.
6.5 The Lessee is not entitled to request that the Deposit be used to pay for
or discharge any of its obligations under this Lease Agreement.
(Initials)
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6.6 The Lessee is not entitled to transfer, assign or create any security over
its interest in the Deposit or any part thereof to any third party.
6.7 Subject to other provisions in this Lease Agreement, the Deposit shall be
repaid to the Lessee without interest within thirty (30) days of the
termination or expiration of this Lease Agreement PROVIDED THAT the Lessee
has surrendered the Lease Premises in the condition it is obliged to
surrender the said premises and there being no existing breach of the
terms and conditions of this Lease Agreement.
ARTICLE 7
LATE OR NON-PAYMENT
7.1 Where the Lessee fails to pay on the due date the Rental, Service Charge,
any shortfall in the Deposit the Lessee is obliged to make good or any
other payments required under this Lease Agreement, or any part of the
foregoing, the Lessee is obliged to pay interest on the overdue sum at ten
(10) per cent per annum from the due date until payment is received by
BIC.
7.2 Without prejudice to the preceding clause, where such payments or part
thereof remain outstanding, BIC is entitled to terminate this Lease
Agreement under Article 8.2.1.
7.3 Without prejudice to the foregoing clauses, Where such payments or part
thereof remain outstanding for more than thirty (30) days BIC may
terminate all supply of electricity and water to and the use of telephone
and facsimile facilities by the Lease Premises without being liable for
any losses or damages resulting therefrom.
ARTICLE 8
TERMINATION
8.1 The Lessee is entitled to terminate this Lease Agreement prior to the
expiry of the Lease Term by giving not less than six (6) months written
notice of its intention to BIC. For such termination, the Lessee is not
entitled to the refund of the Deposit or any Rental or Service Charge or
other payments paid in advance or already made to BIC.
8.2 BIC is entitled to terminate this Lease Agreement immediately by written
notice in the following cases:-
8.2.1 Where the Rental, Service Charge, Deposit or any shortfall
thereof, or any other payments required under this Lease
Agreement, or any part of the foregoing remains unpaid by the
Lessee for thirty (30) days after its due date;
8.2.2 Where the Lessee breaches any other terms and conditions of this
Lease Agreement and the Lessee fails to rectify such breach within
thirty (30) days after BIC's written notice to the Lessee to so
rectify';
(Initials)
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8.2.3 Where the Lessee breaches Article 12 (w);
8.2.4 Where the Lessee is in breach of any prevailing laws or
regulations including but not limited to the regulations of the
Batam Industrial Development Authority;
8.2.5 Where the Lessee's activities are suspended or prohibited by the
authorities or its licences or permits are suspended or revoked;
or
8.2.6 Where any insolvency or bankruptcy proceedings whether within or
outside any court are commenced by or against the Lessee.
8.3 Where BIC terminates under Article 8.2, the Lessee is not entitled to the
refund of the Deposit or any Rental or Service Charge or other payments
paid in advance or already made to BIC.
8.4 For termination under this Article or any other Article in this Lease
Agreement:-
8.4.1 there is no necessity to comply with the provisions of Article
1266 Indonesian Civil Code requiring reference to a judicial body
for such termination, which provisions the parties waive;
8.4.2 such termination is without prejudice to the accrued rights of
either party or to their rights in respect of any antecedent
breach;
8.4.3 such termination is without prejudice to other remedies available
to the parties under this Lease Agreement or otherwise.
ARTICLE 9
SURRENDER OF LEASE PREMISES
9.1 At the expiration of the Lease Term or any renewed term or the termination
of this Lease Agreement, the Lessee shall immediately surrender the Lease
Premises to BIC in the condition BIC delivered possession of the Lease
Premises to the Lessee, normal wear and tear excepted.
9.2 Where the Lessee fails to surrender the Lease Premises on the expiration
of the Lease Term or the termination of this Lease Agreement, the Lessee
shall pay BIC double the Rental for the period the Lessee continues to
occupy the Lease Premises after such expiration or termination. Nothing in
this clause shall prejudice BIC's rights at law including, without
limitation, rights to evict the Lessee.
(Initials)
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ARTICLE 10
MAINTENANCE AND REPAIR OF LEASE PREMISES
10.1 The Lessee shall maintain the Lease Premises and repair all the damage
sustained by the Lease Premises except for fair wear and tear, keep the
Lease Premises including lavatories tidy and clean and keep its own
environmental security at its own cost and responsibility.
10.2 BIC is entitled to access and to inspect the Lease Premises at all
reasonable times to ascertain whether the Lessee has utilized and
maintained the Lease Premises in accordance with this Lease Agreement.
ARTICLE 11
INSURANCE
11.1 BIC shall insure the buildings of the Lease Premises including its annexes
against loss risk or damage caused by fire or other cause on BIC's account
during the Lease Term or any renewed term under this Lease Agreement.
11.2 The Lessee is obliged to insure its property located in the Lease Premises
against loss risk or damage caused by fire or other cause and insure its
employees and/or staff against accident for whatsoever reason. The Lessee
hereby holds BIC harmless from any consequences arising out of such
events.
ARTICLE 12
LESSEE'S OTHER COVENANTS
The Lessee hereby agrees as follows:-
(a) to use the Lease Premises in compliance with the utilization of BIP as
decided by the authorities;
(b) to obtain all necessary licenses to operate in BIP;
(c) to pay all taxes and other charges (except building and property taxes)
related to its operation and the possession of the Lease Premises;
(d) not to use any flammable building materials for internal partitioning or
to store any dangerous, flammable or obnoxious substances within or
without the Lease Premises;
(e) not to modify any existing electrical wirings or modify or replace any
existing fire alarm fixtures and fittings or affix or install any further
or additional electrical and fire alarm wiring extensions in or about the
Lease Premises without the written consent of BIC which consent shall not
be unreasonably withheld Provided Further That all such work shall be
carried out by a licensed electrical contractor or competent person as
approved by BIC to be employed and paid by Lessee who shall
(Initials)
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ensure as part of the work that the existing circuits and equipment are
not overloaded or imbalanced. Prior to any electrical and fire alarm
installation or modification work, Lessee will be required to submit the
necessary plans;
(f) to permit BIC or its agents with or without workmen or others at all
reasonable times and by prior appointment to enter the Lease Premises to
take inventories of BIC's fixtures and fittings therein or to view the
condition thereof and examine the state of repair of the Lease Premises
and thereupon BIC may give the Lessee notice in writing specifying any
work or repairs necessary to be done which are the responsibility of the
Lessee under the terms of this Lease Agreement and shall require the
Lessee forthwith to execute the same and the Lessee shall pay BIC's
reasonable costs of survey attending the preparation of the notice and if
the Lessee shall not within fourteen (14) days after the service of such
notice proceed diligently and in workmanlike manner with the execution of
such work or repairs then to permit BIC (who shall not be under any
obligation so to do) to enter upon the Lease Premises and execute such
work or repairs and the cost thereof shall be a debt due from the Lessee
to BIC and be forthwith recoverable Provided Always that BIC shall not be
liable to the Lessee for any loss damage or inconvenience caused by such
work or repairs, unless caused by any neglect, default or omission of BIC,
its servants or agents;
(g) to make good and sufficient provision for the safe and efficient disposal
of all waste and pollutants generated at the Lease Premises to the
requirements and satisfaction of BIC and/or relevant government
authorities (including but not limited to compliance with the Class 2
Standard for Effluent Discharge as required under BIDA's directive
027/KPTS-REN/11/1993) PROVIDED THAT in the event of any default by the
Lessee under this covenant BIC may carry out such remedial measures as it
thinks necessary and all costs and expenses incurred thereby shall
forthwith be recoverable from the Lessee as a debt;
(h) not to do or suffer to be done on or in the Lease Premises anything
whereby the insurances of the same or of the BIP or any part thereof may
be rendered void or voidable or whereby the premium thereon may be
increased and to repay to BIC on demand all sums paid by BIC by way of
increased premium and all expenses incurred by BIC in connection with
insurance rendered necessary by a breach or non-observance of this
covenant without prejudice to any other rights and remedies available to
BIC;
(i) not to do or permit or suffer to be done anything in or upon the Lease
Premises or any part of the BIP which in the opinion of BIC is a nuisance
or cause annoyance to or in any way interfere with the business or the
quiet or comfort of the other occupants of the BIP Provided That BIC shall
not be responsible to the Lessee for any loss, damage or inconvenience as
a result of nuisance, annoyance or any interference whatsoever caused by
the other occupants of the BIP;
(j) not to use the Lease Premises for any illegal or immoral purpose;
(Initials)
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(k) not to install any machinery or fixtures in the Lease Premises without
having sought the advice of its professional advisors and to submit a
layout plan of the Lessee's machinery for the approval of BIC and/or
relevant authorities prior to the actual fixing of the machinery Provided
That the Lessee shall be fully responsible for any installation of
machinery or fixtures and shall indemnify BIC from any losses arising
therefrom;
(I) not to assign sublet or part with or share the possession of the Lease
Premises or any part thereof; without the consent of BIC, which consent
shall not be unreasonably withheld;
(in) at the termination of the Lease Term to yield up the Lease Premises and
all BIC's fixtures fittings fastenings and other things thereto anywhere
belonging or appertaining in such good and substantial repair, fair wear
and tear excepted as shall be in accordance with the covenants of the
Lessee hereinbefore contained and with all locks and keys complete;
(n) not to install and/or use any electrical installations, machines or
apparatus that may cause or causes heavy power surge, high frequency
voltage and current, air borne noise, vibration or any electrical or
mechanical interference or disturbance whatsoever which may prevent or
prevents in any way the service or use of any communication system or
affects the operation of other equipment, installations, machinery,
apparatus or plants of other lessees and in connection therewith, to allow
BIC or any authorised persons to inspect at all reasonable times, such
installation, machine or apparatus in the Lease Premises to determine the
source of the interference or disturbance and thereupon, to take suitable
measures, at the Lessee's own expense, to eliminate or reduce such
interference or disturbance to BIC's satisfaction, if it is found by BIC
or such authorised person that the Lessee's electrical installation,
machine or apparatus is causing or contributing to the said interference
or disturbance;
(o) to indemnify BIC against any claims, proceedings, action, losses,
penalties, damages, expenses, costs, demands which may arise in connection
with Article (n) above;
(p) not to hold BIC responsible for any costs, loss of profits, or any
consequential losses;
(q) to comply with any prevailing laws and regulations in Indonesia;
(r) to comply with the BIP Estate Regulations including any amendments
thereto;
(s) not to modify or alter the Lease Premises without submitting to BIC the
revised layout and building plans of the Lease Premises for prior written
approval by BIC. Any alteration or addition to the Lease Premises after
approval by BIC should be done by contractors, approved by BIC and all the
expenses are for the account of the Lessee. The Lessee shall hold BIC
harmless from any claims, liabilities or losses arising therefrom. Any
improvement, addition, partition, or other improvements to the Lease
Premises shall be removed at the expiration of Lease Term or termination
of this Lease Agreement unless otherwise requested by BIC and agreed to by
the Lessee;
(Initials)
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(t) to pay all expenses and deposits for and in respect of the consumption of
electricity, water and the use of telephone and facsimile facilities,
including without limitation to the foregoing any connection expense
recovery, to BIC where BIC is the body supplying the same;
(u) where no time is stated in this Lease Agreement for any payments, the
Lease shall pay BIC such payments within the time stipulated in BIC's
invoice for the same, such time not to be less than fourteen (14) days
from the date of BIC's invoice;
(v) not to hold BIC liable for any losses or damages (including without
limitation to the foregoing any loss of profit or any consequential
losses) arising from any interruption, cessation, shortfall or variation
in electrical power, water supply and telephone and facsimile facilities.
(w) not to permit or suffer any change in the ownership or the shareholding
(whether legal or beneficial) of the Lessee or the transfer of any part of
its issued captial without the prior written consent of BIC.
All consequences arising from the non compliance of the abovementioned shall be
fully borne by the Lessee and the Lessee hereby indemnfies and holds
BIC harmless.
Without prejudice to BIC's other rights, in the event that the Lessee shall fail
to remedy any breach of the above obligations for a period of seven (7) days
after BIC's written notification of such breach, BIC, its employees, agents or
contractors shall be entitled (though not obliged) to enter upon the Lease
Premises and to take whatever remedial measures it or they deem fit without the
need to resort to judicial or arbitral proceedings and, in order to effect such
remedial measures, the Lessee hereby grants BIC an irrevocable power of attorney
with the right of substitution to enter upon the Lease Premises and to effect
such remedial measures with or without the assistance of the competent
authorities, at the expense of the Lessee and at no responsibility nor liability
on the part of BIC from the consequences which may arise therefrom.
ARTICLE 13
OTHER AGREEMENTS & ASSIGNMENT
13.1 This Lease Agreement and the rights and obligations herein shall be
assigned in writing to the Indonesian company which the Lessee
incorporates to operate the factory in the Lease Premises forthwith upon
the Indonesian company's Deed of Establishment being approved by the
Ministry of Justice of Indonesia. The form of the written assignment shall
be prescribed by BIC.
(Initials)
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ARTICLE 14
FORCE MAJEURE
Neither party shall be liable for any delay or default in the performance of its
obligations under this Lease Agreement caused by circumstances beyond the
control and without the fault or negligence of such party, including but not
restricted to acts of God, act of the public enemy, perils of navigation, fire,
hostilities, war (declared or undeclared), blockade, labour disturbances,
strikes, riots, insurrections, civil commotion, earthquakes, accidents or other
cause(s) beyond the party's control. In any of the events mentioned above, the
parties shall, for the duration of such event, be relieved of any such
obligation under this Lease Agreement as is affected by said event.
PROVIDED THAT where the duration is more than thirty (30) days the party
entitled to the benefit of the obligation to be performed is entitled to
immediately terminate this Lease Agreement by notice in writing to the other
party.
AND PROVIDED THAT the provisions of this Lease Agreement shall remain in force
with regard to all other obligations under this Lease Agreement which are not
affected by such event.
AND PROVIDED FURTHER THAT all parties shall resume their full obligations under
this Lease Agreement upon the cessation of such event.
ARTICLE 15
MISCELLANEOUS
15.1 This Lease Agreement shall remain binding on the heirs and/or successors
in title and/or assignees of the parties hereto.
15.2 Unless otherwise provided in this Lease Agreement, this Lease Agreement
sets forth the entire understanding and agreement between the parties with
respect to the subject matter hereof and supersedes and cancels any and
all prior or contemporaneous oral or written agreements or
representations, if any, between the parties.
15.3 This Lease Agreement may only be amended by a document in writing signed
by each of the parties hereto.
15.4 No waiver of any provision of this Lease Agreement nor consent to any
departure thereform by any of the parties hereto shall be effective unless
the same shall be in writing and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which it
was given. No default or delay on the part of any of the parties hereto in
exercising any rights, powers or privileges hereunder shall operate as a
waiver thereof or of any other right hereunder; nor shall a single or
partial exercise or the exercise of any other rights, power or privilege.
15.5 Clause headings are inserted for convenience of reference only and shall
be ignored in the construction or interpretation of this Lease Agreement.
(Initials)
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15.6 Any notice or request required or permitted to be given or made under this
Lease Agreement shall be in writing and such notice or request shall be
deemed to have been duly given or made when it is delivered by hand, mail,
courier, telex or facsimile to the party to which it is required or
permitted to be given or made at such party's address as specified below
or at such address as such party shall have designated by notice in
writing to the other party giving such notice or making such request.
BIC : ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Lessee : ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
ARTICLE 16
GOVERNING LAW AND DISPUTE SETTLEMENT
16.1 This Lease Agreement shall be governed by and construed in accordance with
the laws of the Republic of Indonesia.
16.2 This Lease Agreement and any right or obligation granted or to be
performed herein is subject:-
(a) to the prevailing laws and regulations including but not limited to
the regulations of the Batam Industrial Development Authority; and
(b) rules and regulations formulated by BIC from time to time in
relation to the operation of BIP of which have been approved by
Batam Industrial Development Authority (hereinafter called the
"Industrial Estate Regulations") and the Lessee shall observe such
regulations.
16.3 In the event that any Article or part of an Article in this Lease
Agreement shall, for any reason, be determined by a court or arbitral
tribunal to be invalid or unenforceable then:-
(a) the remaining Articles or part Article shall not be affected,
impaired or. invalidated, shall remain in full force and, effect and
shall continue to be binding upon the parties; and
(b) so far as possible, the said Article or part Article shall be deemed
to be modified to the last degree possible so as to comply with the
applicable law or regulation and be valid and enforceable.
(Initials)
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16.4 Any dispute arising from this Lease Agreement shall be settled amicably.
Failing such amicable settlement, the parties shall refer the case to the
District Court of South Jakarta in Jakarta.
16.5 For the purpose of Article 16.4 above, both parties elect the fixed legal
domicile at the Registrar office of the District Court of South Jakarta in
Jakarta (Panitera Pengadilan Negeri Jakarta Selatan di Jakarta).
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective authorised representatives the date and year first above
written.
Signed for and on behalf of )
P.T. BATAMINDO INVESTMENT ) /s/ Goh Song How
CORPORATION ) -------------------------------------
Name : GOH SONG HOW
Designation : Vice President Director
AND
/s/ Kuky Permana
-------------------------------------
Name : KUKY PERMANA
Designation : Director
Signed for and on behalf of )
DYNACS DIGITAL )
STUDIOS PTE LTD ) /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
in the presence of: ) -------------------------------------
Name : ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Designation : Managing Director
/s/ Ng Soi Hong
-----------------------------
Name: NG SOI HONG
Designation: FINANCE MANAGER
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SCHEDULE 1
LEASE PREMISES
PAGE ONE OF TWO
[GRAPHIC OMITTED]
(Initials)
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SCHEDULE 1
LEASE PREMISES
PAGE TWO OF TWO
[GRAPHIC OMITTED]
(Initials)
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SCHEDULE 2
SERVICE CHARGE
Service Charges are levied for the maintenance of common properties and the
infrastructure of the industrial park such as driveway, drain, street lighting
and the turfed areas. However, the Lessee is to maintain and upkeep the Premises
in accordance with this Agreement. Disposal of refuse and industrial waste shall
not be included in the maintenance services to be rendered
(Initials)
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ORIGINAL
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TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
VALUE IN S$
11 PAGES ONLY.
FROM: ▇ ▇▇▇▇▇▇
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FIRE
INSURANCE
POLICY NR. ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
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PT. ASURANSI WAHANA TATA
BATAM BRANCH
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▇▇▇▇▇▇ PUSAT:GEDUNG ASURANSI WAHANA TATA
JI. H.R. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇ - ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
[ILLEGIBLE]
TLX. 62304 WATANO IA FAX (▇▇▇)-▇▇▇▇▇▇▇, INLEGIBLE,
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INDONESIAN STANDARD FIRE POLICY
IN CONSIDERATION of the payment of the premium and on the basis of written
declarations given by the Insured which constitute an inseparable part of this
policy the undersigned insures property and/or interests specified below against
loss caused by perils described herein subject to the conditions and
stipulations printed on, attached to or written in this policy.
THE SCHEDULE
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Policy No. : 02-19-20000(ILLEGIBLE)/00
(new)*
Named of the Insured : Pt. Dynacs Digital Studios
▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ : MUKA Kuning-Batam
--------------------------------------------------------------------------------
Insurance Period : 12 ( --- Twelve --- ) months,
Commencing : 29th May 1999 until 29th May 2000 12 O'clock noon
local time at the location of the insured object.
--------------------------------------------------------------------------------
Lighting : electric Fire Premium : SGD 578.00
Construction Class : 1st class Additional Premium : SGD 633.40
Type of Risk/Occupancy : Laboratories Photographic Additional Premium :
Code No. : 2924 Additional Premium :
Premium Rate : 0.580000 % 0 (per mil)p.o .................. :
Policy Expenses : SGD 2.86
------------------
: SGD 1,213.11
Additional Coverage : Riot, Strike & Malicious
Damage Sales Tax :
Code No. : 4.1A Stamp Duty : SGD 2.44
------------------
Premium Rates : 0.615000 % 0 (per mile)p.o Total : SGD 1,210.55
==================
(IN WORDS : One thousand two hundred thirteen Dollars and Fifty-five cent.
..............................................................)
--------------------------------------------------------------------------------
-- Theft during fire exclusion clause; -
Electrical short circuit clause (compulsory)
Attachment/Additional clauses -- Reinstatement additional premium
clause-compulsory; - Addendum PSKI.
-- Payment of premium warranty; - Electronics
Data Recognition Exclusion.
--------------------------------------------------------------------------------
No.: Specification of insured items : Sum Insured:
A. On Building Laboratories Photographic (as per
attached list)1st Class construction located
at ▇▇▇▇▇ Angsana ▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇.- ▇▇▇ 179,000.00
B. On Furnitures (as per attached list) SGD 80,000.00
C. On Office Equipments (as per attached list) SGD 7,000.00
D. On Machineries (as per attached list) SGD 754,000.00
Items B, C & D which are inside in the above building,
--------------------
Total = SGD 1,030,000.00
====================
--------------------------------------------------------------------------------
Attached
- Endorsement Code: 4.1A Date: Batam, 1st May 1999
-----------------------------
Signature of the Insured
PT. ASURANSI WAHANA TATA
/s/ [ILLEGIBLE]
--------------------------------------------------------------------------------
19
-2-
PERILS INSURED
This Policy covers loss of or damage to the insured property and/or interests
caused by:
1. FIRE,
Including fire as a consequence of self-combustion, negligence,
wrongdoings or crime committed by own servant, neighbour enemy, robber,
and others whomsoever, or other unknown causes of fire; including:
the consequences of fire to other nearby objects, such as loss of or
damage to insured property and/or interests, caused by water or other
instruments used to fight or extinguish the fire, also loss or damage as a
consequence of destruction ordered by lawful authorities to prevent
further spreading of the fire.
2. LIGHTING,
3. EXPLOSION,
(1) The Policy covers losses due to explosion of all kinds except those
by nuclear energy.
(2) Explosion is any sudden release of energy resulting from the
expansion of gases or vapours. The bursting of a container (boiler,
pipe, etc.) is only regarded as an explosion if the walls of the
container are torn open to such an extent that a sudden equalization
of the pressures inside and outside takes place. If an explosion
occurs inside a container due to chemical reaction, any damage to
the container is indemnifiable even if the walls of the container
are not torn open. Losses caused by low pressure are not covered by
the policy.
(3) Losses to combustion engines resulting from the explosion taking
place within the combustion ▇▇▇▇▇▇▇▇ or to switching members in
electrical switches by the gas pressure arising within them are
excluded from the cover.
4. IMPACT OF FALLING AIRCRAFT
Loss by aircraft shall include direct loss resulting from actual physical
contact of an aircraft with property covered hereunder or with the
building containing the property covered hereunder, and direct loss by
objects falling therefrom.
PERILS NOT INSURED
This Insurance does not cover loss of or damage to the insured property and/or
interests caused by:
1. Fire or Explosion resulting from its own inherent vice, process of decay,
or the condition and nature of the goods.
2. War, invasion, act of foreign enemy, hostilities or warlike operations
(whether war be declared or not), civil war, mutiny, civil commotion
assuming the proportions of or amounting to a popular rising,
insurrection, rebellion, revolution, military or usurped power, or any
act of any person acting on behalf of or in connection with any
organization with activities directed towards the overthrow by force of
the government de jure or de facto or to the influencing of it by
terrorism or violence; including any consequences thereof that occur
either directly or indirectly.
In any action suit or other proceedings, where the Company alleges that by
reason of the provisions of the Condition any loss or damages is not
covered by this Insurance, the burden of that such loss is covered shall
be upon the Insured.
3. Riot, strike, malicious actions, impact by vehicle, smoke, earthquake,
volcanic erruption, flood, inundation, windstorm, tempest, water damage,
removal of debris, loss of profit as a consequence of fire; except where
specifically insured.
4. Nuclear reactions, nuclear radiation or pollution by radio activity,
regardless of whether such processes occur inside or outside the premises.
Unless otherwise expressly stated in this Policy, this Insurance does not cover:
- goods held in trust or on commission
- bullion or unset precious stones
- any curiosity or work of art for an amount exceeding Rp. 500,000
- manuscripts, plans, drawings or designs, patterns, models or moulds
- securities, obligation or documents of any kinds, stamps, coined or paper
money, cheques, books of accounts or other business books, and computer
systems records
20
-3-
POLICY CONDITIONS
I. PAYMENT OF PREMIUMS
1. Notwithstanding the provisions of Article INLEGIBLE of the
Commercial Code (Kitab INLEGIBLE) the Insuance and any renewal
thereof shall come into force on the commencing date stipulated in
the Schedule of any anniversary thereof provided the Premium is paid
within fourteen (14) days of such date.
2. If the Premium is not paid within fourteen (14) days of the date of
commencement of renewal of this Policy the coverage will be
suspended and the Insured shall lose all rights to any indemnity as
from the date of commencement or renewal as stated in this Policy
and or attachment thereto.
The (INLEGIBLE) shall be reinstated twenty four (24) hours after the
payment of the Premium and the Insured shall not be entitled to any
refund of Premium or any extension of the period of coverage in
consequence of the period of such suspension. The Insurer is not
obliged to give any notice of suspension of cover under the terms of
this Condition.
II. OTHER INSURANCE
1. Prior to the Attachment of this Insurance the Insured shall give
notice to the Insurer of any Insurance or Insurances already
effected on the property and/or interests.
2. If subsequent to the attachment of this insurance other insurance is
effected on the same property and/or interests the Insured is
obliged to make this disclosure thereof to the insurer.
III. ALTERATION TO RISK
1. If changes or alterations are made to the insured buildings or to
the premiums where the insured goods are stored, or if part of the
premises of the entire premises are used for other purposes, or if
other goods are stored at the premises which increases the risk of
fire or explosion and the Insured knows or should have known about
this, then the Insured is obliged to immediately notify the insurer.
2. Upon the receipt of such notification the Insurer shall have the
right to determine whether or not the Policy may be continued on the
basis of the existing Premium or whether a higher Premium should be
charged or whether the Policy should be terminated. In the event of
such termination the insured shall be entitled to receive a refund
of Premium for the unexpired period of insurance.
IV. REMOVALS AND CHANGE OF OWNERSHIP
1. This insurance shall (INLEGIBLE) to attach to any items which have
been removed to premises other than those mentioned in the Policy
unless the Insurer has agreed to such removal by written endorsement
in the Policy.
2. Notwithstanding the provisions of Article 202 of the Commercial Code
(Kitab Undang-Undang Hukum (INLEGIBLE) when there is a change of
ownership of the insured property and/or interests, whether on the
basis of agreement or due to the death of the Insured, this
Insurance shall automatically become void ten (10) days after such
change of ownership unless the Insured has agreed in writing to
continue the insurance.
V. OBLIGATIONS OF THE INSURED IN THE EVENT OF LOSS OR DAMAGE.
1. The insured, upon knowledge or when it could be regarded that he
should have known about the occurence of loss of damage to property
or interest insured by this Policy must
(a) immediately inform the Insurer
(b) within seven (7) days give a written report containing all
known facts concerning the loss of damage including
information as to the cause or causes of the damage or loss to
the best of his knowledge or assumption. Such report should
contain as (INLEGIBLE) an account as may be reasonably
practicable of all the several articles or items of property
lost, damaged or destroyed as well as an account of all
insured property which is not affected by such loss or damage.
2. At the time of the loss of damage the Insured is obliged:
(a) to the best of his ability, safeguard the insured property and
authorities other people to assist and safeguard the property.
(b) to provide full support to the insurer or his representatives
or any other party appointed by the Insurer to conduct an
investigation of the loss or damage.
(c) to safeguard all salvageable property.
All rights to indemnification under this Policy shall be forfeited
if the Insured fails to comply with the above requirements.
VI. LOSS REPORTING
When filing a claim under this Policy the Insured must:
(a) submit the Policy together with an official report of the incident
from the (INLEGIBLE) the local police and/or other competent
authority.
(b) deliver a detailed report explaining as completely as possible the
circumstances that according to his knowledge have caused the loss
or damage.
(c) supply any other information and evidence as requested by the
Insurer.
VII. INDEMNITY
1. In the event of loss or damage to the insured property and/or
interests the maximum liability of the Insurer shall be limited to
the (INLEGIBLE) insured specified in the Schedule.
2. The basis of the calculation of the Indemnity shall be a comparison
of the value prior to the loss or damage and the value of any
(INLEGIBLE) immediately after the loss.
VIII. LOSS OF OR DAMAGE TO MOVABLE ITEMS
In the event of loss or damage to movable items, the Insured is obliged
within fourteen (14) days to:
1. (a)- For Furniture and/or Household Goods; property and submit
(INLEGIBLE) containing the type of each item and estimated
values immediately prior to the loss or damage as well as a
list containing the salvage values of the items.
(b)- For Raw Materials and Merchandise:
prepare and submit a list containing estimated values of each
and every item immediately prior to the loss or damage as well
as a list containing the INLEGIBLE values.
(c)- submit books and relevant documents as may be requested by the
Insurer or if not available, invoices, notes, or any document
that can be used as part of the loss or damage.
2. (a)- If the insured object is described by the general items of
"furniture and household goods, machinery", or "goods, wares
and merchandise", such furniture and household goods,
machinery or goods, wares and merchandise which are at the
time of the fire of the place mentioned in the Policy will be
covered by the Insurance, whether they were there at the "time
the Insurances was affected or not.
(b)- If the kind of each of the insured items is specified, the
previous paragraph will only be valid when those items
are present at the premises at the moment of the loss or
damages.
(c)- The preceding provisions shall not apply to objects which
owing in their description in the Policy or the
valuation in the Policy are to be considered as irreplaceable.
IX. INDEMNIFICATION OF MULTIPLE INSURANCE - CONTRIBUTION
1. Notwithstanding anything to the contrary in the provisions of
Article 277 page 1 of the Commercial Code (INLEGIBLE) in the event
of loss of or damage to property or interest insured by this Policy
where such property or interest to be insured by any other Policy or
Polices and the total Sum Insured under all (INLEGIBLE) exceeds the
actual value of the property of (INLEGIBLE) the Sum Insured under
this Policy will be reduced in proportion to the total Sum Insured
against the actual value of the property or interest of the Insured
shall not be entitled to a reduction or refund of premium.
2. Nothwithstanding anything to the contrary contained in paragraph 1
above the provisions of Article 377 of the Commercial Code
(INLEGIBLE) shall apply in the event that any or all of the other
insurances precede the effective date of this Policy and do not
contain a similar contribution (INLEGIBLE.
3. In the event of loss or damage the Insured is obliged at the request
of the Insurer to submit a written declaration of any other
insurance covering the same property or insured.
21
-4-
X. UNDER INSURANCE
If the property or interest here by insured shall, at the time of loss or
damage be collectively of greater value than the Sum Insured there on then
the Insured shall be considered as being his own insurer for the
difference and shall bear a rateable proportion of the loss
accordingly. Every item, if more than one, of the Policy shall be
separately subject to this condition.
XI. FRAUDULENT REPORTS
If the Insured deliberately increases the amount of loss allegedly
suffered or includes items that did not exist at the time of loss or
damage or (INLEGIBLE) items or part of the salvable items and reports that
those items had been destroyed, or uses false documents/evidence or makes
fraudulent statements to support his claim for the loss suffered or by
serious mistake or negligence beyond reason ▇▇▇▇▇/explodes/destroys or
give orders to burn/explode or destroy or causes
fire/explosion/destruction, he shall lose the right for indemnification.
VII. ASSESSMENT OF ESTIMATED VALUE IN THE EVENT OF A CLAIM
1. The estimated value shall be based on the real value of the property
without adding any profit.
2. In the assessment of the value of buildings no account shall be
taken of their location or occupation.
3. Unless specifically mentioned, foundations and underground
construction shall not be included in the value assessment.
4. The amount of loss as mentioned above shall be estimated on the
basis of assessment made by one or more assessors approved by both
parties, and result of the assessment shall be binding on both
parties, unless one of the parties can prove that the assessment is
based on false information or wrong calculation in which case the
Insurer or the Insured is entitled to request an investigation.
5. Goods, materials and merchandise will be assessed on the basis of
their cost price immediately prior to the occupation of the loss or
damage.
XIII. REIMBURSEMENTS
a. In the case of loss, service fees and honoraria for the assessors
and other experts who are appointed on the basis of agreement
between the Insurer and the Insured, will be paid by the Insurer.
b. Reasonable expenses incurred to prevent or reduce losses (whether
successful or not) disbursed by the Insured in accordance with
Condition V paragraph 2 and Condition V paragraph 2 and Condition
XIV paragraph 2, shall be reimbursed by the Insured.
XIV. SALVAGE
In the event of loss or damage:
1. the salavage, if any, is the responsibility of the Insured
2. The Insurer is entitled to request the Insured to store all or part
of the salvage.
3. It is stipulated that any action on the part of the Insurer
including a request to store the salvage as mentioned above, can by
no means be considered as an acknowledgement of any responsibility
whatsoever.
XV. INDEMNIFICATION
The Insurer is obligated to pay in full the indemnity within six (6) weeks
after an agreement on the amount of the indemnity has been reached.
XVI. SUBROGATION
1. In accordance with Article 284 of the Commercial Code ( INLEGIBLE),
upon payment of indemnity on the property and/or interests insured
by this Policy, the Insurer will replace the Insured as regards any
rights that he has against a third party concerning the loss.
Subrogation as mentioned in the above paragraph will be automatically
valid without any letter of authorization from the Insured.
2. The Insured remains responsible for any action that could possibly
affect the rights of the Insurer against a third party.
XVII. REINSTATEMENT OF THE SUM INSURED
Upon payment of indemnity in the event of loss of or damage to the insured
property and/or interests, the amount of the indemnity will be deducted
from the Sum Insured.
After restoration of the damage the Insured can request reinstatement of
the Said Insured by paying additional premiums.
XVIII. FORFEITURE OF RIGHT TO INDEMNIFICATION
The right of the Insured or indemnification for loss or damage will be
automatically forfeited if no claim has been submitted within twelve (12)
months of the occurrence of loss or damage.
XIX. TERMINATION OF THE INSURANCE
1. Both the Insurer and the Insured are entitled to terminate this
insurance at any time without giving reason therefor. Such
termination shall be affected by registered letter. The insurer is
relieved from all liability under this Policy twenty four (24) hours
after the date of dispatch of the registered letter.
2. When the Insurer terminates the insurance, he is obliged to return
(INLEGIBLE) premium for the unexpired period of Insurance. If it is
the Insured who terminates the insurance, premium will be calculated
on the short term rate laid down in the current Fire Insurance
Tariff of Indonesia for the completed period of Insurance.
XX. RETURN PREMIUM
The Insured shall have no right to any return of Premium except as
described in Conditions III, IV and XIX.
XXI. DISPUTES
1. Any condition or provision contained in this Policy notwithstanding,
it is understood and agreed that all disputes resulting from the
performance and/or interpretation of this agreement of insurance are
to be submitted to three Arbitrators whose award shall be final and
binding.
2. The party desiring to submit a case to arbitration must give the
other party notice of his intention in writing. The three
Arbitrators shall be appointed by both parties by mutual agreement.
If within four weeks from the date of such written notice the
parties are unable to agree on the selection of the Arbitrators, the
most ready party may request the Chairman or in his absence the
acting Chairman of the Association of Insurance Companies in
Indonesia to nominate the Authority which is to appoint the
Arbitrators.
3. The Arbitrators are bound to pronounce on the issues before them in
a just and equitable manner.
4. The Arbitrators shall determine the Rules of the Arbitral
Proceedings.
5. In their final Award the Arbitrators shall (INLEGIBLE) by
which party or parties the costs of the Arbitral Proceedings
including the disbursements and the fees of the Arbitrators and the
fees and disbursements of the lawyers representing the parties,
shall be wholly or partially borne.
6. The Arbitrators shall take the necessary measures in order that the
original of the Award shall be filed at the Local Court of
(INLEGIBLE) jurisdiction, in which city the Award(s) shall be made.
7. The powers to be granted of the Arbitrators shall continue until
after the filing referred to is the above-mentioned stipulation 6.
XXII. CONCLUSION
Matters which may not be sufficiently provided for in this Policy shall be
subject to the provisions of the Commercial Code (Kitab Undang - Undang
Mukum Dagang).
22
-5-
The Endorsement is attached to and forms an integral part of:
Policy Number : ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
Insured's Name : PT. DYNACS DIGITAL STUDIOS
It is hereby agreed and declared that:
a) Notwithstanding anything contained in Chapter 11-EXCEPTIONS. Item 1.3.1.
of this Policy to the (IN LEGIBLE) and subject to payment of additional
premium, the insurer agrees to extend this insurance as provided in this
Endorsement:
b) Notwithstanding anything which may be defined in any laws or regulations
to the contrary, for the purpose of this Endorsement, all terminology
printed in italics shall be deemed to mean as defined in CHAPTER III -
DEFINITIONS of the Policy.
1. EXTENSIONS
This insurance is extended to cover:
- Physical damage to the property and/or interest insured directly
caused by one or more of the following perils:
1.1. Riots
1.2 Strikes
1.3. Locked-out Workers
1.4 Malicious Acts
1.5 Preventive Acts
- Physical loss of the property and/or interest insured directly
caused by:
1.6 Looting occurring during RIOTS
Provided that any of these perils does not develop in an uninterrupted
chain of events into one or more of the excluded perils.
2. EXCLUSIONS
This extension does not cover all physical loss of or damage to the
property and/or interest insured including loss or damage by fire directly
or indirectly caused by or contributed to by or arising from or in
consequence of one or more of the following perils:
2.1 CMI Commotions, insurrection/Popular Rising, Usurped Power,
Revolution, Rebellion, Military Power, invasion, Civil War and
Hostilities, Subversive Acts, Terrorism, Sabotage or Looting
(except Looting occurring during Riots).
In any action, suit or other proceedings, where the insurer alleges
that loss or damage is directly or indirectly caused by one or more
of the excluded perils under this Section, the burden of proof that
such loss or damage is covered shall be on the insured.
2.2 Total or Partial cessation of works, or retarding or interruption or
cessation of any process or operation.
2.3 Permanent or temporary dispossession resulting from confiscation,
commandeering or requisition by any lawfully constituted authority
or body, or unlawful occupation by any person.
2.4 Business interruption, of any kind of consequential loss.
3. DEDUCTIBLES
The Insured shall bear 15% (fifteen per cent) of the adjusted loss subject
to minimum of Rp. 10,000,000 -- (ten million Rupiah) for each claim
payable under this Endorsement.
4. MEMORANDUM
For the purpose of this Endorsement Item 18 CHAPTER III - DEFINITIONS of
this Policy is and replaced with the following:
18. Looting is the appropriation of property belonging to another by any
person (excluding those employed by or under the control of the
insured), with the intention of permanently depriving that other of
it.
All other terms and conditions of the Policy remain unchanged.
(This wording is a translation of the original version in Bahass Indonesia; in
the event of any dispute arising from the interpretation of any meaning herein,
the Terms and Conditions shall be interpreted according to the original Bahass
Indonesia version).
/s/ [ILLEGIBLE]
23
[LOGO] ASURANSI WAHANA TATA
--------
ORIGINAL
--------
----------------------------------
BURGLARY
INSURANCE
POLICY Nr. ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
----------------------------------
----------
PT. ASURANSI WAHANA TATA
BATAM BRANCH
----------
24
[LOGO] ASURANSI WAHANA TATA Original
---------------------------
BURGLARY INSURANCE
Policy Nr : ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
Assured (s) : PT. DYNACS DIGITAL STUDIOS
Address : ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ Kuning - Batam
Period of Insurance : 12 (twelve) months
Commencing : 29th May 1999 until May 2000
12:00 o'clock Noon local time at the
location of the Insured object.
Property Insured : 1. Office Equipments SGD. 7,000.00
2. Machineries SGD. 643,000.00
Location of Risk : ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ Kuning-Batam
Total Sum Insured : SGD 650,000.00
Premium Calculation:
SGD.650,000.00 x 1.00% = SGD. 6,500.00
Administration Cost... = SGD. 2.86
Stamp duty..............= SGD. 0.44
-------------
SGD. 6,503.30
-------------
Batam, 31st May 1999
Signature of the Insurer
PT. ASURANSI WAHANA TATA
/s/ [ILLEGIBLE]
25
[LOGO] ASURANSI WAHANA TATA Original
---------------------------
THE DESCRIPTION OF OFFICE EQUIPMENTS AND MACHINERIES
ATTACHING TO AND FORMING PARTS OF
BURGLARY INSURANCE POLICY NO. ▇▇-▇▇-▇▇▇▇▇▇▇▇▇/00
A. OFFICE EQUIPMENTS )
- Office Table )
- Office Chair )
- Filing Cabinet )
- Cupboard )
- Photo Copy Machine ) B.S. 7,000
- Fax Machine )
- Safe )
- Sanyo Bridge )
- HP Printer Laser Jet 1100 )
- Decoration Painting )
B. MACHINERIES
- Ranger Computer 101 Nos )
- DDR (Server) 4 Nos )
- 19' Sony Color Monitor 134 Nos )
- 20' High Resolution Monitor 3 Nos )
- Key Board and Mouse 156 Nos ) S.S. 643,000
- ▇▇▇▇▇▇ 20' Color TV 1 Nos )
- ▇▇▇▇▇▇ VCR 1 Nos )
- Compressor )
[ILLEGIBLE]
P.T. ASURANSI WAHANA TATA
/s/ [ILLEGIBLE]
26
[LOGO] ASURANSI WAHANA TATA
---------------------------
BURGLARY
WHEREAS, the Insured has made to the Insurer named in the schedule (hereinafter
called the "Company") a Proposal and Declaration or furnished certain
information which shall be the basis of this contract and which is deemed to be
incorporated herein and has paid or agreed to pay the Premium stated in the
aforesaid schedule as consideration for the Indemnity hereinafter contained.
NOW THIS POLICY (INLEGIBLE) that if at any time during the Period of Insurance
stated in the schedule hereto or during any further period for which the Company
may accept payment for the renewal or extension of this Policy.
A. The property or any part, thereof within the Premises shall be stolen or
damaged by any person not being an employee of the Insured who:
I. Breaks and enters the premises while they are securely locked or,
II. Breaks out of the premises, while they have been securely locked,
after having committed a crime therein or,
III. At the Premises commits theft accompanied by violence or threat of
violence to any person on the premises where such violence or threat
is used to extort the property stolen or to prevent or overcome
resistance to its being stolen or
B. There shall arise any damage to the premises falling to be borne by the
Insured due to the action of such persons as aforesaid or any attempt
thereat.
Then the Company will subject to the Terms, Exceptions, Limits and Conditions
contained herein or endorsed hereon, indemnity the Insured against
a) Such loss to the extent of market value at time of the loss (not including
profit of any kind ) and/or
b) The net cost of repairing such damage.
but not exceeding in respect of any one item specified in the schedule the Sum
Insured thereon nor in the whole during any one period of Insurance such total
Sum Insured.
PROVIDED ALSO that the Premises mentioned in the schedule shall not include any
yard, garden, outbuilding, or other appurtenances unless specifically included
in the schedule hereto.
EXCEPTIONS
The Company shall not be liable in respect of :
(a) Loss or damage due to any attempt thereat by or in collusion with any
members of the Insured's staff or family or tenant or any person lawfully
on the Premises.
(b) Damage to glass or any decoration or lattering or alarm tapes thereon.
(c) Loss or Damage occasioned by fire or explosion.
(d) Loss of damage to medals, coins, curiosities, sculptures, manuscripts,
rate books, plans, patents, models, moulds, designs, deeds, bonds, bills
of exchange, promissory notes, money, securities for money, stamps,
documents of title or business books unless specifically included in the
schedule.
(e) Loss or damage directly or indirectly caused by war, invasion, act of
foreign enemy, hostilities (whether to be declared or not), civil war,
rebellion, revolution, insurrection, riot, strikes, civil commotion,
military or usurped power, or confiscation or destruction by order of any
Government or Public Authority and in the event of any claim hereunder the
Insured shall prove that the claim arose independently of and was in no
way connected with or occasioned by or contributed to by or traceable to
any of the aforesaid occurrences or any consequence thereof and in default
of such proof the Company shall not be liable to make any payment in
respect of such a claim.
(f) Loss or damage to any property whatsoever or any loss of expense
whatsoever resulting from or arising therefrom or any consequential loss
or any liability of whatsoever nature:
(i) Directly or Indirectly caused by or contributed to by or arising
from (INLEGIBLE) radiations or contaminations by radio activity from
any nuclear fuel or from any nuclear waste from the combustion of
nuclear fuel. For the purpose of the exception combustion shall
include any self-sustaining process of nuclear fission.
(ii) Directly or Indirectly caused by or contributed to by or arising
from nuclear weapons material.
(g) Loan or damage arising whilst the premises are unoccupied for a period
exceeding 30 consecutive days or are occupied otherwise than as stated in
the schedule unless the written consent of the Company shall have
previously been obtained and any additional premium required by the
Company has been paid.
/s/ [ILLEGIBLE]
27
[LOGO] ASURANSI WAHANA TATA
---------------------------
CONDITIONS
1. Immediately upon the happening of any event giving rise or likely to give
rise to claim under this Policy, the insured shall:
(a) give notice to the Police and render all reasonable assistance in
causing the discovery and punishment of any guilty person or persons
and in trading and recovering the property.
(b) Give notice thereof to the Company in writing and within 14 days
thereafter delivery to the Company a claim in writing and apply all
such detailed particulars, proofs and evidence in support of such a
claim as may be reasonably required by the Company.
In no case shall the Company be liable for any loss not notified to the Company
within 14 days after the event.
2. The Insured shall take all reasonable precautions for the safety of the
property insured as regards selection and supervision of employees
securing all doors and windows and other means of entrance or otherwise.
3. The Company may at any time at its own expense use all legal means in the
name of the Insured for the recovery of the property lost or its value and
the Insured shall give all reasonable assistance for that purpose the
Company shall be entitled to any property for the loss of which a claim is
paid hereunder and the Insured shall execute all such assignments of such
property as may be reasonably required. The Insured shall not be entitled
to abandon any property to the Company.
4. All notice required to be given by the Insured to the Company must be in
writing addressed to the Company and no alteration in the terms of this
Policy nor any endorsement thereon will be held valid unless the same is
signed or initialed by an authorized representative of the Company.
5. If the Property Insured shall at the time of any event giving rise to a
claim under this Policy be collectively of a greater value than the Sum
Insured thereon, then the Insured shall be considered as being his own
Insurer for the difference and shall bear a rateable proportion of the
loss accordingly. Each item in the schedule hereto shall be separately
subject to this condition.
6. This Policy may be canceled by the Insured at any time by notice in
writing delivered to the Company in which case the Company shall retain or
be entitled to recover as the case may be, the customary short term
premium or minimum premium for the time during which the Policy has been
in force the Company may at any time by giving written notice to the
Insured cancel this Policy. Notice of cancellation may be delivered
personally or posted by registered letter to the Insured at his or its
address last known to the Company and the cancellation of the Policy shall
be effective as on the seven day after posting of personal delivery by the
Company. After cancellation by the Company as aforesaid the Company will
on application by the insured refund the amount of unearned premium on a
pro-rata basis subject to any adjustment of premium as may be required by
the terms or conditions of this Policy.
7. If the proposal or declaration of the Insured is untrue in any respect or
if any material fact reflecting the risk be incorrectly stated therein or
omitted therefrom or if this Insurance or any renewal thereof shall have
been obtained through any mid-statement misrepresentation or suppression
or if any claim made shall be fraudulent or exaggerated or if any false
declaration shall be made in support (thereof then, in any of these cases,
this Policy shall be void.
8. If at the time of the happening of any loss or damage covered by this
Policy there shall be subsisting any other Insurance of any nature
whatsoever covering the Property insured or any part thereof, whether
effected by the Insured or not, then the Company shall not be liable to
pay or contribute more than its rateable portion of any loss or damage.
Each item of this Policy shall be separately subject to this condition.
9. Nothing contained herein shall give any rights against the Company to any
person other than the Insured, and the Company will not be bound by any
passing of the interest of the Insured otherwise then by death, unless and
until the Company shall by endorsement hereon declare the Insured to be
continued.
10. If any difference shall arise as to the amount to be paid under this
policy (Liability being otherwise admitted) such difference shall be
referred to an arbitrator to the appointed in accordance with the
statutory provisions in that behalf for the time being in force. Where any
differences is by this condition to be referred to arbitration the making
of an award shall be a condition precedent to any right of action against
the Company, unless any such action or suit be commenced within six months
of the making of an award the Company shall not be liable to make any
payment in excess of the amount of the award.
11. In no case whatever shall the Company be liable for any loss or damage
after the expiration of twelve months from the happening of the loss or
damage unless the claim is the subject of pending action or arbitration.
12. The due observance and fulfillment of the terms conditions and endorsement
of this Policy insofar as they relate to anything to be done or complied
with by the Insured and truth of the statements and answers in the said
proposal shall be conditions precedent to any liability of the Company
make any payment under this Policy.
/s/ [ILLEGIBLE]
28
FACTORY LEASE AGREEMENT
TYPE C FACTORY
THIS AGREEMENT is made the 3rd day of November 1998 BETWEEN:
I. PT BATAMINDO INVESTMENT CORPORATION, a company duly incorporated under the
laws of Indonesia and having an office at Wisma Batamindo, Jalan Rasamala
No. 1, Batamindo Industrial Park, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
(hereinafter called "BIC");
AND
II. DYNACS DIGITAL STUDIOS PTE LTD, a company duly incorporated under the laws
of Singapore and having its principal place of business at ▇▇. ▇, ▇▇▇▇ ▇▇▇
▇▇▇▇, #▇▇-▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called the
"Lessee").
WHEREAS
A. BIC is the developer of an industrial estate located at Mukakuning, Batam,
Indonesia, namely Batamindo Industrial Park (hereinafter called "BIP");
B. The Lessee desires to lease and to operate a factory in BIP.
NOW THEREFORE the parties hereto agree as follows:-
ARTICLE 1
LEASE PREMISES
BIC agrees to lease to the Lessee and the Lessee agrees to take a lease from BIC
of factory premises at Lot 308 of BIP with a total lettable area of
approximately 972 square metres subject to final survey, if any, as marked red
in the plan attached hereto as Schedule 1 (hereinafter called the "Lease
Premises").
ARTICLE 2
UTILISATION OF THE LEASE PREMISES
2.1 The Lessee shall utilise the Lease Premises to operate a factory in
conformity with its business permit obtained from the Coordinating Board
of Capital Investment (BKPM) and for no other purposes whatsoever.
(Initials)
1
29
2.2 Any material alteration of the Lessee's utilisation of the Lease Premises
shall require prior written approval from BIC. The Lessee shall also
obtain approvals from the relevant authorities if necessary.
ARTICLE 3
LEASE TERM & DELIVERY OF LEASE PREMISES
3.1 The lease term (hereinafter called the "Lease Term") shall be for a fixed
term of three (3) years commencing from 3 November 1998 (hereinafter
called the "Lease Commencement Date").
3.2 Upon the expiry of the Lease Term, this Lease Agreement shall be
automatically renewed for a further term of three (3) years and shall
continue to be automatically renewed for the same term of years at the
expiry of each renewed term unless either party notifies the other in
writing not less than six (6) months prior to the expiration of the Lease
Term or each renewed term, as the case may be, that this Lease Agreement
shall not be renewed. Notwithstanding the foregoing, this Lease Agreement
shall automatically terminate when BIC's tenure or right to the land of
the Lease Premises is terminated or expires. In such an event, BIC shall
not be liable for any loss or damage which may result.
3.3 Notwithstanding the preceding clause, the rental the Lessee is liable to
pay to BIC during each renewed term shall be BIC's listed standard rentals
prevailing at the date of each renewal.
3.4 Physical Possession of the Lease Premises shall be given to the Lessee on
the Lease Commencement Date. Notwithstanding the foregoing, physical
possession need not be given where the deposit referred to in Article 6
has not been paid to BIC in full but in such an event the Lease Term shall
still commence on the Lease Commencement Date and all payments due under
this Lease Agreement shall be due accordingly.
ARTICLE 4
RENTAL
4.1 The rental for the Lease Premises is Singapore Dollars Nine Thousand Seven
Hundred and Twenty (S$9,720) per month (hereinafter called the "Rental")
calculated as follows:-
2 2
S$10 per m per month x 972 m lettable area
4.2 The Rental shall commence on the Lease Commencement Date and shall be paid
by the Lessee to BIC within fourteen (14) days of BIC's invoice date. Each
invoice sum shall be for an amount not exceeding three (3) month's Rental.
Where there is a failure to pay on the due date, Article 7 shall apply.
(Initials)
2
30
4.3 Notwithstanding the preceding clause, no Rental shall be due for the 1st,
2nd, 23rd, 24th, 35th and 36th month of the Lease Term. This clause shall
not apply upon any renewal of this Lease Agreement in accordance with
Article 3.2.
ARTICLE 5
SERVICE CHARGE
5.1 In addition to the Rental, the Lessee shall pay BIC a service charge of
Singapore Dollar One and Cents Ten only (S$1.10) per square metre of the
area of 1206 square metres per year (hereinafter called the "Service
Charge") for the maintenance of the common areas more specifically set out
in Schedule 2.
5.2 The Service Charge shall be reviewed and revised by BIC from time to time.
5.3 The Service Charge shall commence on the Lease Commencement Date and shall
be paid by the Lessee to BIC within fourteen (14) days of BIC's invoice
date. Each invoice sum shall be for an amount not exceeding three (3)
month's Service Charge. Where there is a failure to pay on the due date,
Article 7 shall apply.
ARTICLE 6
DEPOSIT
6.1 The Lessee shall pay BIC a cash deposit equivalent to three (3) month's
Rental (hereinafter called the "Deposit") on or before the Lease
Commencement Date as security against breach of any of the terms and
conditions in this Lease Agreement.
6.2 Where the Lessee fails to pay the Rental or the Service Charge or any
other payments required to be paid under this Lease Agreement or breaches
any other terms and conditions in this Lease Agreement, BIC is entitled to
use the Deposit or any part thereof for the settlement of such unpaid
payments or to compensate for damages or expenses resulting from such
breach without prior notification to the Lessee and without prejudice to
other remedies available to BIC.
6.3 Where the Deposit or any part thereof is utilised by BIC in accordance
with Article 6.2,the Lessee shall immediately pay to BIC in cash a
sufficient amount to compensate for the Deposit or part thereof which have
been utilised by BIC as aforesaid. Such compensation shall be paid within
seven (7) days of BIC's written demand failing which Article 7 shall
apply.
6.4 Where the Rental has been increased in accordance with this Lease
Agreement, the Lessee shall pay the amount of such increase within thirty
(30) days of BIC's written demand so that the Deposit shall at all times
be equal to three (3) month's Rental. Where there is a failure to pay on
the due date, Article 7 shall apply.
6.5 The Lessee is not entitled to request that the Deposit be used to pay for
or discharge any of its obligations under this Lease Agreement.
(Initials)
3
31
6.6 The Lessee is not entitled to transfer, assign or create any security over
its interest in the Deposit or any part thereof to any third party.
6.7 Subject to other provisions in this Lease Agreement, the Deposit shall be
repaid to the Lessee without interest within thirty (30) days of the
termination or expiration of this Lease Agreement PROVIDED THAT the Lessee
has surrendered the Lease Premises in the condition it is obliged to
surrender the said premises and there being no existing breach of the
terms and conditions of this Lease Agreement.
ARTICLE 7
LATE OR NON-PAYMENT
7.1 Where the Lessee fails to pay on the due date the Rental, Service Charge,
any shortfall in the Deposit the Lessee is obliged to make good or any
other payments required under this Lease Agreement, or any part of the
foregoing, the Lessee is obliged to pay interest on the overdue sum at ten
(10) per cent per annum from the due date until payment is received by
BIC.
7.2 Without prejudice to the preceding clause, where such payments or part
thereof remain outstanding, BIC is entitled to terminate this Lease
Agreement under Article 8.2.1.
7.3 Without prejudice to the foregoing clauses, where such payments or part
thereof remain outstanding for more than thirty (30) days BIC may
terminate all supply of electricity and water to and the use of telephone
and facsimile facilities by the Lease Premises without being liable for
any losses or damages resulting therefrom.
ARTICLE 8
TERMINATION
8.1 The Lessee is entitled to terminate this Lease Agreement prior to the
expiry of the Lease Term by giving not less than six (6) months written
notice of its intention to BIC. For such termination, the Lessee is not
entitled to the refund of the Deposit or any Rental or Service Charge or
other payments paid in advance or already made to BIC.
8.2 BIC is entitled to terminate this Lease Agreement immediately by written
notice in the following cases:-
8.2.1 Where the Rental, Service Charge, Deposit or any shortfall
thereof, or any other payments required under this Lease
Agreement, or any part of the foregoing remains unpaid by the
Lessee for thirty (30) days after its due date;
8.2.2 Where the Lessee breaches any other terms and conditions of this
Lease Agreement and the Lessee fails to rectify such breach within
thirty (30) days after BIC's written notice to the Lessee to so
rectify;
(Initials)
4
32
8.2.3 Where the Lessee breaches Article 12 (w);
8.2.4 Where the Lessee is in breach of any prevailing laws or
regulations including but not limited to the regulations of the
Batam Industrial Development Authority;
8.2.5 Where the Lessee's activities are suspended or prohibited by the
authorities or its licences or permits are suspended or revoked;
or
8.2.6 Where any insolvency or bankruptcy proceedings whether within or
outside any court are commenced by or against the Lessee.
8.3 Where BIC terminates under Article 8.2, the Lessee is not entitled to the
refund of the Deposit or any Rental or Service Charge or other payments
paid in advance or already made to BIC.
8.4 For termination under this Article or any other Article in this Lease
Agreement:-
8.4.1 there is no necessity to comply with the provisions of Article
1266 Indonesian Civil Code requiring reference to a judicial body
for such termination, which provisions the parties waive;
8.4.2 such termination is without prejudice to the accrued rights of
either party or to their rights in respect of any antecedent
breach;
8.4.3 such termination is without prejudice to other remedies available
to the parties under this Lease Agreement or otherwise.
ARTICLE 9
SURRENDER OF LEASE PREMISES
9.1 At the expiration of the Lease Term or any renewed term or the termination
of this Lease Agreement, the Lessee shall immediately surrender the Lease
Premises to BIC in the condition BIC delivered possession of the Lease
Premises to the Lessee, normal wear and tear excepted.
9.2 Where the Lessee fails to surrender the Lease Premises on the expiration
of the Lease Term or the termination of this Lease Agreement, the Lessee
shall pay BIC double the Rental for the period the Lessee continues to
occupy the Lease Premises after such expiration or termination. Nothing in
this clause shall prejudice BIC's rights at law including, without
limitation, rights to evict the Lessee.
(Initials)
5
33
ARTICLE 10
MAINTENANCE AND REPAIR OF LEASE PREMISES
10.1 The Lessee shall maintain the Lease Premises and repair all the damage
sustained by the Lease Premises except for fair wear and tear, keep the
Lease Premises including lavatories tidy and clean and keep its own
environmental security at its own cost and responsibility.
10.2 BIC is entitled to access and to inspect the Lease Premises at all
reasonable times to ascertain whether the Lessee has utilized and
maintained the Lease Premises in accordance with this Lease Agreement.
ARTICLE 11
INSURANCE
11.1 BIC shall insure the buildings of the Lease Premises including its annexes
against loss risk or damage caused by fire or other cause on BIC's account
during the Lease Term or any renewed term under this Lease Agreement.
11.2 The Lessee is obliged to insure its property located in the Lease Premises
against loss risk or damage caused by fire or other cause and insure its
employees and/or staff against accident for whatsoever reason. The Lessee
hereby holds BIC harmless from any consequences arising out of such
events.
ARTICLE 12
LESSEE'S OTHER COVENANTS
The Lessee hereby agrees as follows:-
(a) to use the Lease Premises in compliance with the utilization of BIP as
decided by the authorities;
(b) to obtain all necessary licenses to operate in BIP;
(c) to pay all taxes and other charges (except building and property taxes)
related to its operation and the possession of the Lease Premises;
(d) not to use any flammable building materials for internal partitioning or
to store any dangerous, flammable or obnoxious substances within or
without the Lease Premises;
(e) not to modify any existing electrical wirings or modify or replace any
existing fire alarm fixtures and fittings or affix or install any further
or additional electrical and fire alarm wiring extensions in or about the
Lease Premises without the written consent of BIC which consent shall not
be unreasonably withheld Provided Further That all such work shall be
carried out by a licensed electrical contractor or competent person as
approved by BIC to be employed and paid by Lessee who shall
(Initials)
6
34
ensure as part of the work that the existing circuits and equipment are
not overloaded or imbalanced. Prior to any electrical and fire alarm
installation or modification work, Lessee will be required to submit the
necessary plans;
(f) to permit BIC or its agents with or without workmen or others at all
reasonable times and by prior appointment to enter the Lease Premises to
take inventories of BIC's fixtures and fittings therein or to view the
condition thereof and examine the state of repair of the Lease Premises
and thereupon BIC may give the Lessee notice in writing specifying any
work or repairs necessary to be done which are the responsibility of the
Lessee under the terms of this Lease Agreement and shall require the
Lessee forthwith to execute the same and the Lessee shall pay BIC's
reasonable costs of survey attending the preparation of the notice and if
the Lessee shall not within fourteen (14) days after the service of such
notice proceed diligently and in workmanlike manner with the execution of
such work or repairs then to permit BIC (who shall not be under any
obligation so to do) to enter upon the Lease Premises and execute such
work or repairs and the cost thereof shall be a debt due from the Lessee
to BIC and be forthwith recoverable Provided Always that BIC shall not be
liable to the Lessee for any loss damage or inconvenience caused by such
work or repairs, unless caused by any neglect, default or omission of BIC,
its servants or agents;
(g) to make good and sufficient provision for the safe and efficient disposal
of all waste and pollutants generated at the Lease Premises to the
requirements and satisfaction of BIC and/or relevant government
authorities (including but not limited to compliance with the Class 2
Standard for Effluent Discharge as required under BIDA's directive
027/KPTS-REN/11/1993) PROVIDED THAT in the event of any default by the
Lessee under this covenant BIC may carry out such remedial measures as it
thinks necessary and all costs and expenses incurred thereby shall
forthwith be recoverable from the Lessee as a debt;
(h) not to do or suffer to be done on or in the Lease Premises anything
whereby the insurances of the same or of the BIP or any part thereof may
be rendered void or voidable or whereby the premium thereon may be
increased and to repay to BIC on demand all sums paid by BIC by way of
increased premium and all expenses incurred by BIC in connection with
insurance rendered necessary by a breach or non-observance of this
covenant without prejudice to any other rights and remedies available to
BIC;
(i) not to do or permit or suffer to be done anything in or upon the Lease
Premises or any part of the BIP which in the opinion of BIC is a nuisance
or cause annoyance to or in any way interfere with the business or the
quiet or comfort of the other occupants of the BIP Provided That BIC shall
not be responsible to the Lessee for any loss, damage or inconvenience as
a result of nuisance, annoyance or any interference whatsoever caused by
the other occupants of the BIP;
(j) not to use the Lease Premises for any illegal or immoral purpose;
(Initials)
7
35
(k) not to install any machinery or fixtures in the Lease Premises without
having sought the advice of its professional advisors and to submit a
layout plan of the Lessee's machinery for the approval of BIC and/or
relevant authorities prior to the actual fixing of the machinery Provided
That the Lessee shall be fully responsible for any installation of
machinery or fixtures and shall indemnify BIC from any losses arising
therefrom;
(l) not to assign sublet or part with or share the possession of the Lease
Premises or any part thereof; without the consent of BIC, which consent
shall not be unreasonably withheld;
(m) at the termination of the Lease Term to yield up the Lease Premises and
all BIC's fixtures fittings fastenings and other things thereto anywhere
belonging or appertaining in such good and substantial repair, fair wear
and tear excepted as shall be in accordance with the covenants of the
Lessee hereinbefore contained and with all locks and keys complete;
(n) not to install and/or use any electrical installations, machines or
apparatus that may cause or causes heavy power surge, high frequency
voltage and current, air borne noise, vibration or any electrical or
mechanical interference or disturbance whatsoever which may prevent or
prevents in any way the service or use of any communication system or
affects the operation of other equipment, installations, machinery,
apparatus or plants of other lessees and in connection therewith, to allow
BIC or any authorised persons to inspect at all reasonable times, such
installation, machine or apparatus in the Lease Premises to determine the
source of the interference or disturbance and thereupon, to take suitable
measures, at the Lessee's own expense, to eliminate or reduce such
interference or disturbance to BIC's satisfaction, if it is found by BIC
or such authorised person that the Lessee's electrical installation,
machine or apparatus is causing or contributing to the said interference
or disturbance;
(o) to indemnify BIC against any claims, proceedings, action, losses,
penalties, damages, expenses, costs, demands which may arise in connection
with Article (n) above;
(p) not to hold BIC responsible for any costs, loss of profits, or any
consequential losses;
(q) to comply with any prevailing laws and regulations in Indonesia;
(r) to comply with the BIP Estate Regulations including any amendments
thereto;
(s) not to modify or alter the Lease Premises without submitting to BIC the
revised layout and building plans of the Lease Premises for prior written
approval by BIC. Any alteration or addition to the Lease Premises after
approval by BIC should be done by contractors, approved by BIC and all the
expenses are for the account of the Lessee. The Lessee shall hold BIC
harmless from any claims, liabilities or losses arising therefrom. Any
improvement, addition, partition, or other improvements to the Lease
Premises shall be removed at the expiration of Lease Term or termination
of this Lease Agreement unless otherwise requested by BIC and agreed to by
the Lessee;
(Initials)
8
36
(t) to pay all expenses and deposits for and in respect of the consumption of
electricity, water and the use of telephone and facsimile facilities,
including without limitation to the foregoing any connection expense
recovery, to BIC where BIC is the body supplying the same;
(u) where no time is stated in this Lease Agreement for any payments, the
Lease shall pay BIC such payments within the time stipulated in BIC's
invoice for the same, such time not to be less than fourteen (14) days
from the date of BIC's invoice;
(v) not to hold BIC liable for any losses or damages (including without
limitation to the foregoing any loss of profit or any consequential
losses) arising from any interruption, cessation, shortfall or variation
in electrical power, water supply and telephone and facsimile facilities.
(w) not to permit or suffer any change in the ownership or the shareholding
(whether legal or beneficial) of the Lessee or the transfer of any part of
its issued captial without the prior written consent of BIC.
All consequences arising from the non compliance of the abovementioned shall be
fully borne by the Lessee and the Lessee hereby indemnfies and holds
BIC harmless.
Without prejudice to BIC's other rights, in the event that the Lessee shall fail
to remedy any breach of the above obligations for a period of seven (7) days
after BIC's written notification of such breach, BIC, its employees, agents or
contractors shall be entitled (though not obliged) to enter upon the Lease
Premises and to take whatever remedial measures it or they deem fit without the
need to resort to judicial or arbitral proceedings and, in order to effect such
remedial measures, the Lessee hereby grants BIC an irrevocable power of attorney
with the right of substitution to enter upon the Lease Premises and to effect
such remedial measures with or without the assistance of the competent
authorities, at the expense of the Lessee and at no responsibility nor liability
on the part of BIC from the consequences which may arise therefrom.
ARTICLE 13
OTHER AGREEMENTS & ASSIGNMENT
13.1 This Lease Agreement and the rights and obligations herein shall be
assigned in writing to the Indonesian company which the Lessee
incorporates to operate the factory in the Lease Premises forthwith upon
the Indonesian company's Deed of Establishment being approved by the
Ministry of Justice of Indonesia. The form of the written assignment shall
be prescribed by BIC.
(Initials)
9
37
ARTICLE 14
FORCE MAJEURE
Neither party shall be liable for any delay or default in the performance of its
obligations under this Lease Agreement caused by circumstances beyond the
control and without the fault or negligence of such party, including but not
restricted to acts of God, act of the public enemy, perils of navigation, fire,
hostilities, war (declared or undeclared), blockade, labour disturbances,
strikes, riots, insurrections, civil commotion, earthquakes, accidents or other
cause(s) beyond the party's control. In any of the events mentioned above, the
parties shall, for the duration of such event, be relieved of any such
obligation under this Lease Agreement as is affected by said event.
PROVIDED THAT where the duration is more than thirty (30) days the party
entitled to the benefit of the obligation to be performed is entitled to
immediately terminate this Lease Agreement by notice in writing to the other
party.
AND PROVIDED THAT the provisions of this Lease Agreement shall remain in force
with regard to all other obligations under this Lease Agreement which are not
affected by such event.
AND PROVIDED FURTHER THAT all parties shall resume their full obligations under
this Lease Agreement upon the cessation of such event.
ARTICLE 15
MISCELLANEOUS
15.1 This Lease Agreement shall remain binding on the heirs and/or successors
in title and/or assignees of the parties hereto.
15.2 Unless otherwise provided in this Lease Agreement, this Lease Agreement
sets forth the entire understanding and agreement between the parties with
respect to the subject matter hereof and supersedes and cancels any and
all prior or contemporaneous oral or written agreements or
representations, if any, between the parties.
15.3 This Lease Agreement may only be amended by a document in writing signed
by each of the parties hereto.
15.4 No waiver of any provision of this Lease Agreement nor consent to any
departure thereform by any of the parties hereto shall be effective unless
the same shall be in writing and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which it
was given. No default or delay on the part of any of the parties hereto in
exercising any rights, powers or privileges hereunder shall operate as a
waiver thereof or of any other right hereunder; nor shall a single or
partial exercise or the exercise of any other rights, power or privilege.
15.5 Clause headings are inserted for convenience of reference only and shall
be ignored in the construction or interpretation of this Lease Agreement.
(Initials)
10
38
15.6 Any notice or request required or permitted to be given or made under this
Lease Agreement shall be in writing and such notice or request shall be
deemed to have been duly given or made when it is delivered by hand, mail,
courier, telex or facsimile to the party to which it is required or
permitted to be given or made at such party's address as specified below
or at such address as such party shall have designated by notice in
writing to the other party giving such notice or making such request.
BIC : ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Lessee : ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
ARTICLE 16
GOVERNING LAW AND DISPUTE SETTLEMENT
16.1 This Lease Agreement shall be governed by and construed in accordance with
the laws of the Republic of Indonesia.
16.2 This Lease Agreement and any right or obligation granted or to be
performed herein is subject:-
(a) to the prevailing laws and regulations including but not limited to
the regulations of the Batam Industrial Development Authority; and
(b) rules and regulations formulated by BIC from time to time in
relation to the operation of BIP of which have been approved by
Batam Industrial Development Authority (hereinafter called the
"Industrial Estate Regulations") and the Lessee shall observe such
regulations.
16.3 In the event that any Article or part of an Article in this Lease
Agreement shall, for any reason, be determined by a court or arbitral
tribunal to be invalid or unenforceable then:-
(a) the remaining Articles or part Article shall not be affected,
impaired or invalidated, shall remain in full force and effect and
shall continue to be binding upon the parties; and
(b) so far as possible, the said Article or part Article shall be deemed
to be modified to the last degree possible so as to comply with the
applicable law or regulation and be valid and enforceable.
(Initials)
11
39
16.4 Any dispute arising from this Lease Agreement shall be settled amicably.
Failing such amicable settlement, the parties shall refer the case to the
District Court of South Jakarta in Jakarta.
16.5 For the purpose of Article 16.4 above, both parties elect the fixed legal
domicile at the Registrar office of the District Court of South Jakarta in
Jakarta (Panitera Pengadilan Negeri Jakarta Selatan di Jakarta).
12
40
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective authorised representatives the date and year first above
written.
Signed for and on behalf of )
P.T. BATAMINDO INVESTMENT ) /s/ Goh Song How
CORPORATION ) -------------------------------------
Name : GOH SONG HOW
Designation : Vice President Director
AND
/s/ Kuky Permana
-------------------------------------
Name : KUKY PERMANA
Designation : Director
Signed for and on behalf of )
DYNACS DIGITAL )
STUDIOS PTE LTD ) /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
in the presence of: ) -------------------------------------
Name : ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Designation : Managing Director
/s/ Ng Soi Hong
-----------------------------
Name: NG SOI HONG
Designation: Finance Manager
13
41
SCHEDULE 1
LEASE PREMISES
PAGE ONE OF TWO
[GRAPHIC OMITTED]
(Initials)
42
SCHEDULE 1
LEASE PREMISES
PAGE TWO OF TWO
[GRAPHIC OMITTED]
(Initials)
43
SCHEDULE 2
SERVICE CHARGE
Service Charges are levied for the maintenance of common properties and the
infrastructure of the industrial park such as driveway, drain, street lighting
and the turfed areas. However, the Lessee is to maintain and upkeep the Premises
in accordance with this Agreement. Disposal of refuse and industrial waste shall
not be included in the maintenance services to be rendered
(Initials)
44
--------
ORIGINAL
--------
TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
VALUE IN S$
11 PAGES ONLY.
FROM: ▇ ▇▇▇▇▇▇
---------------------------------------------------
FIRE
INSURANCE
POLICY Nr. ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
---------------------------------------------------
-------------------------------
PT. ASURANSI WAHANA TATA
BATAM BRANCH
-------------------------------
45
▇▇▇▇▇▇ PUSAT:(ILLEGIBLE) ASURANSI WAHANA TATA
(ILLEGIBLE) H.R. ▇▇▇▇ ▇▇▇, ▇▇ - ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
[ILLEGIBLE]
TLX. 62304 WATANO IA FAX (▇▇▇)-▇▇▇▇▇▇▇, (ILLEGIBLE)
--------------------------------------------------------------------------------
INDONESIAN STANDARD FIRE POLICY
IN CONSIDERATION of the payment of the Premium and on the basis of written
declarations given by the Insured which constitute an inseparable part of this
Policy the undersigned insures property and/or interests specified below against
loss caused by perils described herein subject to the Conditions and
stipulations printed on, attached to or written in this Policy.
THE SCHEDULE
--------------------------------------------------------------------------------
Policy No. : 02-19-20000(ILLEGIBLE)/00
(new)*
Named of the Insured : Pt. DYNACS DIGITAL STUDIOS
▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ : MUKA Kuming-batam
--------------------------------------------------------------------------------
Insurance Period : 12 ( --- Twelve --- ) months,
Commencing : 29th May 1999 until 29th May 2000 12 O'clock noon
local time at the location of the insured object.
--------------------------------------------------------------------------------
Lighting : electric Fire Premium : SGD 578.00
Construction Class : 1st class Additional Premium : SGD 633.40
Type of Risk/Occupancy : Laboratories Photographic Additional Premium :
Code No. : 2924 Additional Premium :
Premium Rate : 0.580000 % 0 (per mil)p.o .................. :
Policy Expenses : SGD 2.86
------------------
: SGD 1,213.11
Additional Coverage : Riot, Strike & Malicious
Damage Sales Tax :
Code No. : 4.1A Stamp Duty : SGD 2.44
------------------
Premium Rates : 0.615000 % 0 (per mile)p.o Total : SGD 1,215.55
==================
(IN WORDS : One thousand two hundred thirteen Dollars and Fifty-five cent.
..............................................................)
--------------------------------------------------------------------------------
-- Theft during fire exclusion clause; -
Electrical short circuit clause (compulsory)
Attachment/Additional clauses -- Reinstatement additional premium
clause-compulsory; - Addendum PSKI.
-- Payment of premium warranty; - Electronics
Data Recognition Exclusion.
--------------------------------------------------------------------------------
No.: Specification of insured items : Sum Insured:
A. On Building Laboratories Photographic (as per
attached list) 1st Class construction located
at ▇▇▇▇▇ Angsana ▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇.- ▇▇▇ 179,000.00
B. On Furnitures (as per attached list) SGD 80,000.00
C. On Office Equipments (as per attached list) SGD 7,000.00
D. On Machineries (as per attached list) SGD 754,000.00
Items B, C & D which are inside in the above building,
--------------------
Total = SGD 1,030,000.00
====================
--------------------------------------------------------------------------------
Attached
- Endorsement Code: 4.1A Date: Batam, 1st May 1999
-----------------------------
Signature of the Insured
PT. ASURANSI WAHANA TATA
/s/ [ILLEGIBLE]
[ILLEGIBLE]
--------------------------------------------------------------------------------
46
-2-
PERILS INSURED
This Policy covers loss of or damage to the insured property and/or interests
caused by:
1. FIRE,
Including fire as a consequence of self-combustion, negligence,
wrongdoings or crime committed by own servant, neighbour enemy, robber,
and others whomsoever, or other unknown causes of fire; including:
the consequences of fire to other nearby objects, such as loss of or
damage to insured property and/or interests, caused by water or other
instruments used to fight or extinguish the fire, also loss or damage as a
consequence of destruction ordered by lawful authorities to prevent
further spreading of the fire.
2. LIGHTNING,
3. EXPLOSION,
(1) The Policy covers losses due to explosion of all kinds except those
by nuclear energy.
(2) Explosion is any sudden release of energy resulting from the
expansion of gases or vapours. The bursting of a container (boiler,
pipe, etc.) is only regarded as an explosion if the walls of the
container are torn open to such an extent that a sudden equalization
of the pressures inside and outside takes place. If an explosion
occurs inside a container due to chemical reaction, any damage to
the container is indemnifiable even if the walls of the container
are not torn open. Losses caused by low pressure are not covered by
the policy.
(3) Losses to combustion engines resulting from the explosion taking
place within the combustion ▇▇▇▇▇▇▇▇ or to switching members in
electrical switches by the gas pressure arising within them are
excluded from the cover.
4. IMPACT OF FALLING AIRCRAFT
Loss by aircraft shall include direct loss resulting from actual physical
contact of an aircraft with property covered hereunder or with the
building containing the property covered hereunder, and direct loss by
objects falling therefrom.
PERILS NOT INSURED
This Insurance does not cover loss of or damage to the insured property and/or
interests caused by:
1. Fire or Explosion resulting from its own inherent vice, process of decay,
or the condition and nature of the goods.
2. War, invasion, act of foreign enemy, hostilities or warlike operations
(whether war be declared or not), civil war, mutiny, civil commotion
assuming the proportions of or amounting to a popular rising,
insurrection, rebellion, revolution, military or usurped power, or any
act of any person acting on behalf of or in connection with any
organization with activities directed towards the overthrow by force of
the government de jure or de facto or to the influencing of it by
terrorism or violence; including any consequences thereof that occur
either directly or indirectly.
In any action suit or other proceedings, where the Company alleges that by
reason of the provisions of the Condition any loss or damage is not
covered by this Insurance, the burden of that such loss is covered shall
be upon the Insured.
3. Riot, strike, malicious actions, impact by vehicle, smoke, earthquake,
volcanic erruption, flood, inundation, windstorm, tempest, water damage,
removal of debris, loss of profit as a consequence of fire; except where
specifically insured.
4. Nuclear reactions, nuclear radiation or pollution by radio activity,
regardless of whether such processes occur inside or outside the premises.
Unless otherwise expressly stated in this Policy, this Insurance does not cover:
- goods held in trust or on commission
- bullion or unset precious stones
- any curiosity or work of art for an amount exceeding Rp. 500,000
- manuscripts, plans, drawings or designs, patterns, models or moulds
- securities, obligation or documents of any kinds, stamps, coined or paper
money, cheques, books of accounts or other business books, and computer
systems records
47
-3-
POLICY CONDITIONS
I. PAYMENT OF PREMIUMS
1. Notwithstanding the provisions of Article ILLEGIBLE of the
Commercial Code (Kitab ILLEGIBLE) this Insuance and any renewal
thereof shall come into force on the commencing date stipulated in
the Schedule or any anniversary thereof provided the Premium is paid
within fourteen (14) days of such date.
2. If the Premium is not paid within fourteen (14) days of the date of
commencement of renewal of this Policy the coverage will be
suspended and the Insured shall lose all rights to any indemnity as
from the date of commencement or renewal as stated in this Policy
and or attachment thereto.
The Insurance shall be reinstated twenty four (24) hours after the
payment of the Premium and the Insured shall not be entiled to any
refund of Premium or any extension of the period of coverage in
consequence of the period of such suspension. The Insurer is not
obliged to give any notice of suspension of cover under the terms of
this Condition.
II. OTHER INSURANCE
1. Prior to the Attachment of this Insurance the Insured shall give
notice to the Insurer of any Insurance or Insurances already
effected on the property and/or interests.
2. If subsequent to the attachment of this insurance other insurance is
effected on the same property and/or interests the Insured is
obliged to make this disclosure thereof to the insurer.
III. ALTERATION TO RISK
1. If changes or alterations are made to the insured buildings or to
the premise where the insured goods are stored, or if part of the
premises of the entire premises are used for other purposes, or if
other goods are stored at the premises which increases the risk of
fire or explosion and the Insured knows or should have known about
this, then the Insured is obliged to immediately notify the Insurer.
2. Upon the receipt of such notification the Insurer shall have the
right to determine whether or not the Policy may be continued on the
basis of the existing Premium or whether a higher Premium should be
charged or whether the Policy should be terminated. In the event of
such termination the Insured shall be entitled to receive a refund
of Premium for the unexpired period of insurance.
IV. REMOVALS AND CHANGE OF OWNERSHIP
1. This insurance shall (ILLEGIBLE) to attach to any items which have
been removed to premises other than those mentioned in the Policy
unless the Insurer has agreed to such removal by written endorsement
in the Policy.
2. Notwithstanding the provisions of Article 202 of the Commercial Code
(Kitab Undang-Undang Hukum (ILLEGIBLE) when there is a change of
ownership of the insured property and/or interests, whether on the
basis of agreement or due to the death of the Insured, this
Insurance shall automatically become void ten (10) days after such
change of ownership unless the Insured has agreed in writing to
continue the insurance.
V. OBLIGATIONS OF THE INSURED IN THE EVENT OF LOSS OR DAMAGE.
1. The insured, upon knowledge or when it could be regarded that he
should have known about the occurence or loss or damage to property
or interest insured by this Policy must
(a) immediately inform the Insurer
(b) within seven (7) days give a written report containing all
known facts concerning the loss or damage including
information as to the cause or causes of the damage or loss to
the best of his knowledge or assumption. Such report should
contain as (INLEGIBLE) an account as may be reasonably
practicable of all the several articles or items of property
lost, damaged or destroyed as well as an account of all
insured property which is not affected by such loss or damage.
2. At the time of the loss of damage the Insured is obliged:
(a) to the best of his ability, safeguard the insured property and
authoritize other people to assist and safeguard the property.
(b) to provide full support to the insurer or his representatives
or any other party appointed by the Insurer to conduct an
investigation of the loss or damage.
(c) to safeguard all salvageable property.
All rights to indemnification under this Policy shall be forfeited
if the Insured fails to comply with the above requirements.
VI. LOSS REPORTING
When filing a claim under this Policy the Insured must:
(a) submit the Policy together with an official report of the incident
from the (ILLEGIBLE) the local police and/or other competent
authority.
(b) deliver a detailed report explaining as completely as possible the
circumstances that according to his knowledge have caused the loss
or damage.
(c) supply any other information and evidence as requested by the
Insurer.
VII. INDEMNITY
1. In the event of loss or damage to the insured property and/or
interests the maximum liability of the Insurer shall be limited to
the (ILLEGIBLE) insured specified in the Schedule.
2. The basis of the calculation of the Indemnity shall be a comparison
of the value prior to the loss or damage and the value of any
(ILLEGIBLE) immediately after the loss.
VIII. LOSS OF OR DAMAGE TO MOVABLE ITEMS
In the event of loss or damage to movable items, the Insured is obliged
within fourteen (14) days to:
1. (a)- For Furniture and/or Household Goods: prepare and submit
a list containing the type of each item and estimated
values immediately prior to the loss or damage as well as a
list containing the salvage values of the items.
(b)- For Raw Materials and Merchandise:
prepare and submit a list containing estimated values of each
and every item immediately prior to the loss or damage as well
as a list containing the salvage values.
(c)- submit books and relevant documents as may be requested by the
Insurer or if not available, invoices, notes, or any document
that can be used as proof of the loss or damage.
2. (a)- If the insured object is described by the general terms of
"furniture and household goods, machinery", or "goods, wares
and merchandise", such furniture and household goods,
machinery or goods, wares and merchandise which are at the
time of the fire at the place mentioned in the Policy will be
covered by the Insurance, whether they were there at the time
the Insurances was affected or not.
(b)- If the kind of each of the insured items is specified, the
previous paragraph will only be valid when those items
are present at the premises at the moment of the loss of
damages.
(c)- The preceding provisions shall not apply to objects which
owing to in their description in the Policy or the
valuation in the Policy are to be considered as irreplaceable.
IX. INDEMNIFICATION OF MULTIPLE INSURANCE - CONTRIBUTION
1. Notwithstanding anything to the contrary in the provisions of
Article 277 page 1 of the Commercial Code (ILLEGIBLE) in the event
of loss of or damage to property or interest insured by this Policy
where such property or interest to be insured by any other Policy or
Polices and the total Sum Insured under all Policies exceeds the
actual value of the property or interest the Sum Insured under
this Policy will be reduced in proportion to the total Sum Insured
against the actual value of the property or interest of the Insured
shall not be entitled to a reduction or refund of premium.
2. Nothwithstanding anything to the contrary contained in paragraph 1
above the provisions of Article 377 of the Commercial Code
(ILLEGIBLE) shall apply in the event that any or all of the other
insurances precede the effective date of this Policy and do not
contain a similar contribution clause.
3. In the event of loss or damage the Insured is obliged at the request
of the Insurer to submit a written declaration of any other
insurance covering the same property or insured.
48
-4-
X. UNDER INSURANCE
If the property or interest hereby insured shall, at the time of loss or
damage be collectively of greater value than the Sum Insured thereon then
the Insured shall be considered as being his own insurer for the
difference and shall bear a rateable proportion of the loss
accordingly. Every item, if more than one, of the Policy shall be
separately subject to this condition.
XI. FRAUDULENT REPORTS
If the Insured deliberately increases the amount of loss allegedly
suffered or includes items that did not exist at the time of loss or
damage or retains items or part of the salvable items and reports that
those items had been destroyed, or uses false documents/evidence or makes
fraudulent statements to support his claim for the loss suffered or by
serious mistake or negligence beyond reason ▇▇▇▇▇/explodes/destroys or
give orders to burn/explode or destroy or causes fire/explosion
/destruction, he shall lose the right for indemnification.
VII. ASSESSMENT OF ESTIMATED VALUE IN THE EVENT OF A CLAIM
1. The estimated value shall be based on the real value of the property
without adding any profit.
2. In the assessment of the value of buildings no account shall be
taken of their location or occupation.
3. Unless specifically mentioned foundations and underground
construction shall not be included in the value assessment.
4. The amount of loss as mentioned above shall be estimated on the
basis of assessment made by one or more assessors approved by both
parties, and result of the assessment shall be binding on both
parties, unless one of the parties can prove that the assessment is
based on false information or wrong calculation in which case the
Insurer or the Insured is entitled to request an investigation.
5. Goods, materials and merchandise will be assessed on the basis of
their cost price immediately prior to the occurrence of the loss or
damage.
XIII. REIMBURSEMENTS
a. In the case of loss, service fees and honoraria for the assessors
and other experts who are appointed on the basis of agreement
between the Insurer and the Insured, will be paid by the Insurer.
b. Reasonable expenses incurred to prevent or reduce losses (whether
successful or not) disbursed by the Insured in accordance with
Condition V paragraph 2 and Condition XIV paragraph 2, shall be
reimbursed by the Insured.
XIV. SALVAGE
In the event of loss or damage:
1. the salvage, if any, is the responsibility of the Insured
2. The Insurer is entitled to request the Insured to store all or part
of the salvage.
3. It is stipulated that any action on the part of the Insurer
including a request to store the salvage as mentioned above, can by
no means be considered as an acknowledgement of any responsibility
whatsoever.
XV. INDEMNIFICATION
The Insurer is obligated to pay in full the indemnity within six (6) weeks
after an agreement on the amount of the indemnity has been reached.
XV1. SUBROGATION
1. In accordance with Article 284 of the Commercial Code ( ILLEGIBLE),
upon payment of indemnity on the property and/or interests insured
by this Policy, the insurer will replace the Insured as regards any
rights that he has against a third party concerning the loss.
Subrogation as mentioned in the above paragraph will be
automatically valid without any letter of authorization from the
Insured.
2. The Insured remains responsible for any action that could possibly
affect the rights of the Insurer against a third party.
XV11. REINSTATEMENT OF THE SUM INSURED
Upon payment of indemnity in the event of loss of or damage to the insured
property and/or interests, the amount of the indemnity will be deducted
from the Sum Insured.
After restoration of the damage the Insured can request reinstatement of
the Sum Insured by paying additional premiums.
XVIII. FORFEITURE OF RIGHT TO INDEMNIFICATION
The right of the Insured to indemnification for loss or damage will be
automatically forfeited if no claim has been submitted within twelve (12)
months of the occurrence of loss or damage.
XIX. TERMINATION OF THE INSURANCE
1. Both the Insurer and the Insured are entitled to terminate this
insurance at any time without giving reason therefor. Such
termination shall be effected by registered letter. The insurer is
relieved from all liability under this Policy twenty four (24) hours
after the date of dispatch of the registered letter.
2. When the Insurer terminates the insurance, he is obliged to return
pro rata premium for the unexpired period of Insurance. If it is
the Insured who terminates the insurance, premium will be calculated
on the short term rate laid down in the current Fire Insurance
Tariff of Indonesia for the completed period of Insurance.
XX. RETURN PREMIUM
The Insured shall have no right to any return of Premium except as
described in Conditions III, IV and XIX.
XXI. DISPUTES
1. Any condition or provision contained in this Policy notwithstanding,
it is understood and agreed that all disputes resulting from the
performance and/or interpretation of this agreement of insurance are
to be submitted to three Arbitrators whose award shall be final and
binding.
2. The party desiring to submit a case to arbitration must give the
other party notice of his intention in writing. The three
Arbitrators shall be appointed by both parties by mutual agreement.
If within four weeks from the date of such written notice the
parties are unable to agree on the selection of the Arbitrators, the
most ready party may request the Chairman or in his absence the
acting Chairman of the Association of Insurance Companies in
Indonesia to nominate the Authority which is to appoint the
Arbitrators.
3. The Arbitrators are bound to pronounce on the issues before them in
a just and equitable manner.
4. The Arbitrators shall determine the Rules of the Arbitral
Proceedings.
5. In their final Award the Arbitrators shall decide by
which party or parties the costs of the Arbitral Proceedings
including the disbursements and the fees of the Arbitrators and the
fees and disbursements of the lawyers representing the parties,
shall be wholly or partially borne.
6. The Arbitrators shall take the necessary measures in order that the
original of the Award shall be filed at the Local Court of
competent jurisdiction, in which city the Award(s) shall be made.
7. The powers to be granted of the Arbitrators shall continue until
after the filing referred to is the above-mentioned stipulation 6.
XXII. CONCLUSION
Matters which may not be sufficiently provided for in this Policy shall be
subject to the provisions of the Commercial Code (Kitsh Undang - Undang
Mukum Dagang).
49
-5-
This Endorsement is attached to and forms an integral part of:
Policy Number : ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
Insured's Name : PT. DYNACS DIGITAL STUDIOS
It is hereby agreed and declared that:
a) Notwithstanding anything contained in Chapter 11-Exceptions. Item 1.3.1.
of this Policy to the contrary and subject to payment of additional
premium, the insurer agrees to extend this insurance as provided in this
Endorsement:
b) Notwithstanding anything which may be defined in any laws or regulations
to the contrary, for the purpose of this Endorsement, all terminology
printed in italics shall be deemed to mean as defined in CHAPTER III -
DEFINITIONS of the Policy.
1. EXTENSIONS
This insurance is extended to cover:
- Physical damage to the property and/or interest insured directly
caused by one or more of the following perils:
1.1. Riots
1.2 Strikes
1.3. Locked-out Workers
1.4 Malicious Acts
1.5 Preventive Acts
- Physical loss of the property and/or interest insured directly
caused by:
1.6 Looting occurring during RIOTS
Provided that any of these perils does not develop in an uninterrupted
chain of events into one or more of the excluded perils.
2. EXCLUSIONS
This extension does not cover all physical loss of or damage to the
property and/or interest insured including loss or damage by fire directly
or indirectly caused by or contributed to by or arising from or in
consequence of one or more of the following perils:
2.1 CMI Commotions, Insurrection/Popular Rising, Usurped Power,
Revolution, Rebellion, Military Power, invasion, Civil War and
Hostilities, Subversive Acts, Terrorism, Sabotage or Looting
(except Looting occurring during Riots).
In any action, suit or other proceedings, where the insurer alleges
that loss or damage is directly or indirectly caused by one or more
of the excluded perils under this Section, the burden of proof that
such loss or damage is covered shall be on the insured.
2.2 Total or Partial cessation of works, or retarding or interruption or
cessation of any process or operation.
2.3 Permanent or temporary dispossession resulting from confiscation,
commandeering or requisition by any lawfully constituted authority
or body, or unlawful occupation by any person.
2.4 Business interruption, or any kind of consequential loss.
3. DEDUCTIBLES
The Insured shall bear 15% (fifteen per cent) of the adjusted loss subject
to minimum of Rp. 10,000,000 -- (ten million Rupiah) for each claim
payable under this Endorsement.
4. MEMORANDUM
For the purpose of this Endorsement Item 18 CHAPTER III - DEFINITIONS of
this Policy is deleted and replaced with the following:
18. Looting is the appropriation of property belonging to another by any
person (excluding those employed by or under the control of the
insured), with the intention of permanently depriving that other of
it.
All other terms and conditions of the Policy remain unchanged.
(This wording is a translation of the original version in Bahass Indonesia; in
the event of any dispute arising from the interpretation of any meaning herein,
the Terms and Conditions shall be interpreted according to the original Bahass
Indonesia version).
/s/ [ILLEGIBLE]
50
[LOGO] ASURANSI WAHANA TATA
--------
ORIGINAL
--------
----------------------------------
BURGLARY
INSURANCE
POLICY NR. ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
----------------------------------
----------
PT. ASURANSI WAHANA TATA
BATAM BRANCH
----------
51
[LOGO] ASURANSI WAHANA TATA Original
---------------------------
BURGLARY INSURANCE
Policy Nr : ▇▇-▇▇-▇▇▇▇▇▇▇▇/00
Assured (s) : PT. DYNACS DIGITAL STUDIOS
Address : ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ Kuning - Batam
Period of Insurance : 12 (twelve) months
Commencing : 29th May 1999 until 29th May 2000
12:00 o'clock Noon local time at the
location of the Insured object.
Property Insured : 1. Office Equipments SGD. 7,000.00
2. Machineries SGD. 643,000.00
Location of Risk : ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ Kuning-Batam
Total Sum Insured : SGD 650,000.00
Premium Calculation:
SGD.650,000.00 x 1.00% = SGD. 6,500.00
Administration Cost... = SGD. 2.86
Stamp duty..............= SGD. 0.44
-------------
SGD. 6,503.30
-------------
Batam, 31st May 1999
Signature of the Insurer
PT. ASURANSI WAHANA TATA
/s/ [ILLEGIBLE]
52
[LOGO] ASURANSI WAHANA TATA Original
---------------------------
THE DESCRIPTION OF OFFICE EQUIPMENTS AND MACHINERIES
ATTACHING TO AND FORMING PARTS OF
BURGLARY INSURANCE POLICY NO. ▇▇-▇▇-▇▇▇▇▇▇▇▇▇/00
A. OFFICE EQUIPMENTS )
- Office Table )
- Office Chair )
- Filing Cabinet )
- Cupboard )
- Photo Copy Machine ) B.S. 7,000
- Fax Machine )
- Safe )
- Sanyo Fridge )
- HP Printer Laser Jet 1100 )
- Decoration Painting )
B. MACHINERIES
- Ranger Computer 101 Nos )
- DDR (Server) 4 Nos )
- 19' Sony Color Monitor 134 Nos )
- 20' High Resolution Monitor 3 Nos )
- Key Board and Mouse 156 Nos ) S.S. 643,000
- ▇▇▇▇▇▇ 20' Color TV 1 Nos )
- ▇▇▇▇▇▇ VCR 1 Nos )
- Compressor )
Batam, 31 May 1999
P.T. ASURANSI WAHANA TATA
/s/ [ILLEGIBLE]
53
[LOGO] ASURANSI WAHANA TATA
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BURGLARY
WHEREAS, the Insured has made to the Insurer named in the schedule (hereinafter
called the "Company") a Proposal and Declaration or furnished certain
information which shall be the basis of this contract and which is deemed to be
incorporated herein and has paid or agreed to pay the Premium stated in the
aforesaid schedule as consideration for the Indemnity hereinafter contained.
NOW THIS POLICY (INLEGIBLE) that if at any time during the Period of Insurance
stated in the schedule hereto or during any further period for which the Company
may accept payment for the renewal or extension of this Policy.
A. The property or any part, thereof within the Premises shall be stolen or
damaged by any person not being an employee of the Insured who:
I. Breaks and enters the premises while they are securely locked or,
II. Breaks out of the premises, while they have been securely locked,
after having committed a crime therein or,
III. At the Premises commits theft accompanied by violence or threat of
violence to any person on the premises where such violence or threat
is used to extort the property stolen or to prevent or overcome
resistance to its being stolen or
B. There shall arise any damage to the premises falling to be borne by the
Insured due to the action of such persons as aforesaid or any attempt
thereat.
Then the Company will subject to the Terms, Exceptions, Limits and Conditions
contained herein or endorsed hereon, indemnify the Insured against
a) Such loss to the extent of market value at time of the loss (not including
profit of any kind ) and/or
b) The net cost of repairing such damage.
but not exceeding in respect of any one item specified in the schedule the Sum
Insured thereon nor in the whole during any one period of Insurance such total
Sum Insured.
PROVIDED ALSO that the Premises mentioned in the schedule shall not include any
yard, garden, outbuilding, or other appurtenances unless specifically included
in the schedule hereto.
EXCEPTIONS
The Company shall not be liable in respect of :
(a) Loss or damage due to any attempt thereat by or in collision with any
members of the Insured's start or family or tenant or any person lawfully
on the Premises.
(b) Damage to glass or any decoration or lattering or alarm tapes thereon.
(c) Loss or Damage occasioned by fire or explosion.
(d) Loss of damage to medals, coins, curiosities, sculptures, manuscripts,
rate books, plans, patents, models, moulds, designs, deeds, bonds, bills
of exchange, promissory notes, money, securities for money, stamps,
documents of title or business books unless specifically included in the
schedule.
(e) Loss or damage directly or indirectly caused by war, invasion, act of
foreign enemy, hostilities (whether to be declared or not), civil war,
rebellion, revolution, insurrection, riot, strikes, civil commotion,
military or usurped power, or confiscation or destruction by order of any
Government or Public Authority and in the event of any claim hereunder the
Insured shall prove that the claim arose independently of and was in no
way connected with or occasioned by or contributed to by or traceable to
any of the aforesaid occurrences or any consequence thereof and in default
of such proof the Company shall not be liable to make any payment in
respect of such a claim.
(f) Loss or damage to any property whatsoever or any loss of expense
whatsoever resulting from or arising therefrom or any consequential loss
or any liability of whatsoever nature:
(i) Directly or Indirectly caused by or contributed to by or arising
from (ILLEGIBLE) radiations or contamination by radio activity from
any nuclear fuel or from any nuclear waste from the combustion of
nuclear fuel. For the purpose of the exception combustion shall
include any self-sustaining process of nuclear fission.
(ii) Directly or Indirectly caused by or contributed to by or arising
from nuclear weapons material.
(g) Loss or damage arising whilst the premises are unoccupied for a period
exceeding 30 consecutive days or are occupied otherwise than as stated in
the schedule unless the written consent of the Company shall have
previously been obtained and any additional premium required by the
Company has been paid.
/s/ [ILLEGIBLE]
54
[LOGO] ASURANSI WAHANA TATA
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CONDITIONS
1. Immediately upon the happening of any event giving rise or likely to give
rise to claim under this Policy, the insured shall:
(a) Give notice to the Police and render all reasonable assistance in
causing the discovery and punishment of any guilty person or persons
and in trading and recovering the property.
(b) Give notice thereof to the Company in writing and within 14 days
thereafter deliver to the Company a claim in writing and apply all
such detailed particulars, proofs and evidence in support of such a
claim as may be reasonably required by the Company.
In no case shall the Company be liable for any loss not notified to the Company
within 14 days after the event.
2. The Insured shall take all reasonable precautions for the safety of the
property insured as regards selection and supervision of employees
securing all doors and windows and other means of entrance or otherwise.
3. The Company may at any time at its own expense use all legal means in the
name of the Insured for the recovery of the property lost or its value and
the Insured shall give all reasonable assistance for that purpose the
Company shall be entitled to any property for the loss of which a claim is
paid hereunder and the Insured shall execute all such assignments of such
property as may be reasonably required. The Insured shall not be entitled
to abandon any property to the Company.
4. All notice required to be given by the Insured to the Company must be in
writing addressed to the Company and no alteration in the terms of this
Policy nor any endorsement thereon will be held valid unless the same is
signed or initialed by an authorized representative of the Company.
5. If the Property Insured shall at the time of any event giving rise to a
claim under this Policy be collectively of a greater value than the Sum
Insured thereon, then the Insured shall be considered as being his own
Insurer for the difference and shall bear a rateable proportion of the
loss accordingly. Each item in the schedule hereto shall be separately
subject to this condition.
6. This Policy may be cancelled by the Insured at any time by notice in
writing delivered to the Company in which case the Company shall retain or
be entitled to recover as the case may be, the customary short term
premium or minimum premium for the time during which the Policy has been
in force the Company may at any time by giving written notice to the
Insured cancel this Policy. Notice of cancellation may be delivered
personally or posted by registered letter to the Insured at his or its
address last known to the Company and the cancellation of the Policy shall
be effective as on the seven day after posting of personal delivery by the
Company. After cancellation by the Company as aforesaid the Company will
on application by the insured refund the amount of unearned premium on a
pro-rata basis subject to any adjustment of premium as may be required by
the terms or conditions of this Policy.
7. If the proposal or declaration of the Insured is untrue in any respect or
if any material fact reflecting the risk be incorrectly stated therein or
omitted therefrom or if this Insurance or any renewal thereof shall have
been obtained through any mis-statement, misrepresentation or suppression
or if any claim made shall be fraudulent or exaggerated or if any false
declaration shall be made in support thereof then, in any of these cases,
this Policy shall be void.
8. If at the time of the happening of any loss or damage covered by this
Policy there shall be subsisting any other Insurance of any nature
whatsoever covering the Property insured or any part thereof, whether
effected by the Insured or not, then the Company shall not be liable to
pay or contribute more than its rateable portion of any loss or damage.
Each item of this Policy shall be separately subject to this condition.
9. Nothing contained herein shall give any rights against the Company to any
person other than the Insured, and the Company will not be bound by any
passing of the interest of the Insured otherwise than by death, unless and
until the Company shall by endorsement hereon declare the Insured to be
continued.
10. If any difference shall arise as to the amount to be paid under this
policy (Liability being otherwise admitted) such difference shall be
referred to an arbitrator to the appointed in accordance with the
statutory provisions in that behalf for the time being in force. Where any
difference is by this condition to be referred to arbitration the making
of an award shall be a condition precedent to any right of action against
the Company, unless any such action or suit be commenced within six months
of the making of an award the Company shall not be liable to make any
payment in excess of the amount of the award.
11. In no case whatever shall the Company be liable for any loss or damage
after the expiration of twelve months from the happening of the loss or
damage unless the claim is the subject of pending action or arbitration.
12. The due observance and fulfillment of the terms conditions and endorsement
of this Policy insofar as they relate to anything to be done or complied
with by the Insured and truth of the statements and answers in the said
proposal shall be conditions precedent to any liability of the Company
make any payment under this Policy.
/s/ [ILLEGIBLE]
