Exhibit 10.7
AGREEMENT
THIS AGREEMENT is made on the 9th day of April 1997
BETWEEN
BAN LENG FIBRE SDN. BHD. (Company No. 114321 A) a company incorporated in
Malaysia with its registered office at No. TBP, 3115, Mk. 00, Xxxxx Xxxxxx,
00000 Xxxxx Xxxxxxxx (hereinafter called "the Landlord") of the one part
AND
GSI/CUMBERLAND SDN. BHD. (Company No. 392746-V) a company incorporated in
Malaysia with its registered office at Xx. 00, 0xx Xxxxx, Xxxxx Xxxxx 0, Xxxxx
Bandar Seberang Jaya, 13700 Perai (hereinafter called "the Tenant") of the
other part.
WHEREAS
The Landlord is the owner of a property shaded in green colour shown at
"Appendix I" bearing the assessment number 2471, Lorong Xxxxxxxxxx 00, Xxxx,
measuring at 37,600 square feet in area (hereinafter referred to as "the Demised
Premises").
AND WHEREAS
The Landlord is desirous of letting and the Tenant of accepting a tenancy of the
whole of the Demised Premises upon the terms and conditions hereinafter set
forth.
NOW THIS AGREEMENT WITNESSETH as follows:
1. Subject to the stipulations terms and conditions hereinafter contained, the
Landlord shall permit the Tenant to take possession of the Demised Premises
for the whole month of April, 1997 (hereinafter referred to as "the
renovation period") for the purpose of carrying out renovation works, or
fitting out works required by the Tenant. The Tenant hereby acknowledges
and agrees with the Landlord that during the renovation period he is a mere
licensee of the Landlord.
1
2. The Landlord shall grant and the Tenant shall accept a tenancy of the
Demised Premises to be held by the Tenant as Tenant for a term of two (2)
years from the 1st day of May, 1997 and ending on 30th April, 1999
(hereinafter referred to as "the First Term") at a monthly rental of
Ringgit Malaysia Thirty Thousand (RM30,000-00) Only to be paid by the 7th
day of each month, with an option for renewal for a further period of one
(1) year (hereinafter referred to as "Second Term") subject to the
provisions of Clause 6.1, 6.3 and 6.4 herein contained provided. The Tenant
shall before the expiry of First Term give to the Landlord three (3) months
notice in writing of their intention to exercise the said option.
3. The Tenant shall pay to the landlord on the execution of this Agreement an
amount equivalent to:-
(a) Two (2) month's rent being Ringgit Malaysia Sixty Thousand
(RM60,000-00) Only by way deposit as security for the due observance
and performance of the Tenant's covenants terms and conditions above
and hereunder; and
(b) The First month rental shall be paid on or before the 1st day of May,
1997.
The Deposit sum shall be maintained at this figure during the First Term of this
Tenancy and shall not without the previous consent in writing of the Landlord be
deemed to be treated as payment of rent and the same shall be returned to the
Tenant free of interest within 14 days of the natural determination of this
tenancy less such sums as may then be due to the Landlord but without prejudice
to any other claims which the Landlord may have against the Tenant under the
terms of this tenancy. If either the Landlord or Tenant were to terminate
the tenancy prematurely during the First Term, the terminating party would pay
to the other the sum of Ringgit Malaysia Sixty Thousand (RM60,000-00) Only or
that part thereof as represents the Landlord's loss and without prejudice to the
Landlord's right to claim in addition thereto damages against the Tenant for
breach of this tenancy.
4. THE TENANT HEREBY COVENANT WITH THE LANDLORD as follows:-
4.1 To pay the Landlord the rent hereby reserved on the days and in the
manner aforesaid:
4.2 The Tenant shall pay all telephone, water and electricity charges
incurred by the Tenant and the deposit in respect of the telephone,
water and electricity and other amenities supplied and consumed at any
shall be wholly responsible by the Tenant thereafter and shall fully
indemnify the Landlord against all claims, actions and legal
proceedings whatsoever made against the Landlord by any person in
respect thereof.
2
4.3 To keep the interior of the Demised Premises, the flooring and
interior plaster or other surface material on walls and ceilings and
the Landlord's fixtures and fittings thereon including the existing
doors, windows, glass, shutters, locks, fastening, installations and
fittings for light and power in good and tenantable repair and clean
condition (fair wear and tear excepted) and to replace or repair any
of the aforesaid items and if any part of the Demised Premises and
the Landlord's fixtures and fittings therein shall be broken or
damaged due to malicious negligent or careless acts or omissions of
the Tenant and further that if any damage is caused to the Landlord
or to any person whomsoever directly or indirectly through the said
damaged condition of the interior of the Demised Premises (including
flooring, surface material on walls and ceilings, doors windows and
the Landlord's fixtures and fittings) the Tenant shall be wholly
responsible thereafter and shall fully indemnify the Landlord against
all claims, actions and legal proceedings whatsoever made against the
Landlord by any person in respect thereof.
4.4 Subject to Clause 6.1 and always to the rights of the Tenant to
insist that the Landlord its agents or workmen shall be accompanied
by a representative of the Tenant to permit the Landlord its agents
or workmen at all reasonable times upon prior written notice (i.e. by
giving one day notice) being given by the Landlord to enter upon and
view the condition of the Demised Premises and to take inventories
of the Landlord's fixtures and fittings therein and to do structural
or external repairs to the Demised Premises. The Landlord may serve
upon the Tenant notice in writing specifying any repairs or work
necessary to be done or replacement necessary to be made to comply
with the Tenant's covenants to repair herein contained, provided that
the list of such repairs and works shall be reasonable and agreed by
the Tenant. The Tenant shall execute such repairs and work within 14
days after the service of such notice failing which it shall be
lawful for the Landlord to enter upon the Demised Premises and
execute such repairs or work or make such replacements and the cost
thereof shall be debt due from the Tenant to the Landlord and be
forthwith recoverable by action.
4.5 Upon prior one-day written notice in writing by the Landlord to
permit the Landlord its agents or workmen to enter upon the Demised
Premises to lay fix in and lead through the Demised Premises all such
wires and cables for electricity and pipes for water gas and sewage
as the Landlord may from time to time require to be laid fixed
3
in and lead through the Demised Premises for the general purposes of
the said Building or otherwise and also to permit the Landlord its
agents or workmen to enter upon the Demised Premises for the purpose
of repairing removing and replacing all or any of the said wires
cables and pipes. PROVIDED ALWAYS that the Landlord shall not
interfere with the Tenant's use of the Demised Premises by the Tenant
and shall forthwith fully indemnify the Tenant against all loss and
damage occasioned by the exercise of such rights whether caused by
its agents, servants, licensees or independent contractors".
4.6 The Tenant shall not store or bring upon the Demised Premises arms,
ammunition or unlawful goods, gun-powder, salt-xxxxx, kerosene or any
explosive or combustible substance or any materials the keeping of
which may contravence any local ordinance statute regulation or bye-
law in any part of the Demised Premises and to keep the Demised
Premises in a clean and sanitary condition.
4.7 Not to use the Demised Premises for any illegal, unlawful or immoral
purposes and not to do or permit to be done any act or thing which
may become a nuisance or give reasonable cause for complaint from any
of the occupiers of any other units adjoining the Demised Premises.
4.8 To observe and comply with all laws, bye-law rules and regulations
affecting a tenant or occupier of the Demised Premises which are now
in force or which may hereafter be in force.
4.9 The Tenant shall not use the Demised Premises or any part thereof
carrying on any business which causes the accumulation of dirt,
rubbish or debris of any sort in or outside the Demised Premises or
which causes an undesirable amount of noise or smell which in the
reasonable opinion of the Landlord is undesirable or unsuitable for
the other Tenants or occupiers of the Demised Premises or the
neighbouring buildings.
4.10 Not to do or permit or suffer to be done anything whereby the policy
or policies of insurance on the Demised Premises against damage by
fire may be increased and to make good all damage suffered by the
Landlord and to repay to the Landlord on demand all sums paid by them
by way of increased premium and all expenses incurred by the Landlord
in or about any renewal of such policy or policies rendered necessary
by a breach or non-observance of this covenant without the prejudice
to the other rights of the Landlord.
4
4.11 Not to install any electrical sockets plugs or electrical power
points or electrical motor or engine or appliance or air-conditioner
without the previous written consent of the Landlord which consent
shall not be unreasonably withheld. In event that the Tenant commits
a breach of this covenant and as a result of which the Landlord
suffers any loss or damage the Tenant will forthwith indemnify the
Landlord against all such loss or damage.
4.12 Not to damage or to deface or to cause or to permit any servant agent
or licensee of the Tenant to damage or to deface any part of the
Demised Premises while moving any plant machinery furniture equipment
fittings fixture or any other thing whatsoever or by any means
whatsoever and to forthwith repair and make good to the satisfaction
of or to pay to the Landlord for the cost of making good such damage
or defacement.
4.13 To keep the Demised Premises clean and particularly the flooring and
paint works thereof in good maintenance and condition PROVIDED THAT
the Landlord acknowledges that the Tenant is using the Demised
Premises for the purpose and nature of their business and the Tenant
shall reinstate the Demised Premises to the same standard and
condition as at the date of this Agreement.
4.14 To yield up the Demised Premises with the fixtures fittings
(inclusive the agreed Tenant's renovated items) and additions thereto
at the expiration or sooner determination of the term of tenancy
hereby granted in good and substantial repair and condition (normal
wear or tear excepted) in accordance with the several covenants
hereinbefore contained except with the written consent in writing
from the Landlord in respect of removal of the fixtures, fittings and
additional items fixed or renovated by the Tenant during the Tenure
thereto.
4.15 To pay reimburse and/or to indemnify and keep the Landlord
indemnified against all costs expenses and any other fees including
the Landlord's solicitors' fees (on a solicitor and client basis)
incurred in connection with demanding and enforcing payment of any
monies payable by the Tenant under the terms of this Agreement or
otherwise howsoever in enforcing any of the terms conditions and
stipulations herein contained.
4.16 Shall observe and perform all rules and regulations governing the
car-park areas and other common areas in or around the said Demised
Premises and shall indemnify and keep indemnified the Landlord
against all actions proceedings claims costs expenses and demands in
respect of any breach by the Tenant, his visitors, servants,
5
agents or licensee while in the Demised Premises or the common areas
PROVIDED THAT such breach shall not have been caused any omission,
act, negligence or default of the Landlord, its agents, independent
contractors, servants or licensees.
4.17 To pay reimburse and/or indemnify and keep the Landlord fully
indemnified against all costs, expenses and charges incurred as
result of the water treatment which is essential for the compliance
of rules regulations or by-laws of the local authorities or statutory
bodies.
5. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:-
5.1 To pay all quit rent assessment municipal rates service charges
outgoings whatsoever (other than those covenanted to be paid by the
Tenant hereunder) which are now or hereafter payable in respect of
the Demised Premises.
5.2 To permit the Tenant to upgrade the TNB transformer and internal
electricals within the Demised Premises by qualified Electricians to
fit the purpose of the tenancy.
5.3 To permit the Tenant if it punctually pays the rent hereby reserved
and other charges and observes the stipulations on its part herein
contained peaceably to enjoy the Demised Premises without any
interruption or disturbance by the Landlord or those lawfully
claiming under or in trust for the Landlord.
5.4 To maintain the ceiling, structure and external walls of the Demised
Premises and to keep all electrical wiring and cables, sewage and
sanitary pipes and other fixtures serving the Demised Premises in
good and tenantable condition and to bear the cost of repairs or
replacements where necessary.
5.5 To keep the car park areas and other common areas clean and well
lighted and to insure and keep insured the Demised Premises against
loss or damage by fire and such other risks and the Landlord shall
deem desirable.
5.6 To refund within fourteen (14) days of the Second Term to the Tenant
the said sums specified in Clause 6.4 hereof less any deduction
authorised to be made pursuant to this Agreement.
6
6. PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:-
6.1 If the rent hereby reserved or any part thereof or any other sums
herein payable shall be in arrears or shall be unpaid for fourteen
(14) days after service of a written notice to the Tenant or any of
the convenants or agreements on the Tenant's part herein contained
shall not be performed or observed or if the Tenant shall have a
receiving order made against it or shall make an assignment for the
benefit of its creditors or enter into any agreement or make any
agreement with its creditors by composition or otherwise shall pass
or permit to pass any resolution for the winding up of the Tenant
(whether voluntarily or otherwise) or suffer any distress or
attachment or execution to be levied against its goods then and in
any such cases, it shall be lawful for the Landlord at any time
thereafter to re-enter upon the said Demised Premises or any part
thereof in the name of the whole and to repossess the said furniture
and to take possession of the Demised Premises whereupon the tenancy
hereby created shall absolutely determine and cease to be of any
further effect but without prejudice to any of the Landlord's right
of action against the Tenant in respect of any antecedent breach by
the Tenant of any of the Tenant's covenants herein contained PROVIDED
ALWAYS THAT such re-entry and termination of the tenancy and nothing
herein contained shall prejudice any other rights or remedies which
the Landlord may be entitled at law or in equity.
6.2 In amplification and not derogation of any other rights or remedies
which the Landlord may have under the provisions of this agreement or
at law the Tenant hereby expressly agrees covenants and undertakes to
indemnify and reimburse the Landlord in respect of any payments make
or any outgoings paid by the Landlord for which the Tenant is liable
under this Agreement in the event that the Deposit referred to in
Clause 3(a) or in Clause 6.4 below (as the case may be) hereof is
insufficient for the purposes stipulated therein.
6.3 If the Tenant is desirious of continuing the Tenancy hereby created
for a further term of One (1) year (hereinafter referred to as "the
Second Term") at the expiration of the First Term hereby created, and
shall give to the Landlord three (3) month's prior notice in writing
of such his desire and if the Tenant shall have paid the rent hereby
reserved punctually and performed all the stipulations herein
contained during the First
7
Term then subject to clause 6.4 and the revised monthly rental which
shall be equivalent to the rent payable immediately before such
revision, the Landlord shall let the Demised premises to the Tenant
for the Second Term at the agreed monthly rental and subject in all
other respects to the same stipulations as are herein contained with
the exception of Clause 6.4 and this Clause.
6.4 The Tenant shall at the beginning of Second Term (i.e. on or before
the 1st day of May, 1999) ensure and maintain the Deposit referred to
in clause 3(a) aforestated (which shall be equivalent to two (2)
months rental of the Second Term rental) for securing the due
observance and performance of the same Tenant's covenants terms and
conditions as are herein contained with the exception of Clause 6.3
and this clause.
6.5 The Tenant shall at his own cost and expense to apply to the relevant
authority for the installation of the meter for the water and/or
electricity.
6.6 The parties hereby agree that all charges, claims expenses of the
"Bomba" shall be borne equally by both parties.
6.7 Any notice under this Agreement shall be in writing. Any notice to
the Landlord shall be sufficiently served if sent to the Landlord at
the address hereto before set out or such other last known address of
the Landlord by registered post with postage prepaid. Any notice to
the Tenant shall be sufficiently served if sent to the Tenant at the
address of the said Demised Premises or last known address of the
Tenant by registered post with postage prepaid or left at the
aforesaid address last known address or office of the Tenant as the
case may be. Any notice sent by registered post to the Tenant shall
be deemed to have given at the time when in due course of post it
would have been delivered at the address to which it is sent.
6.8 This Agreement shall be binding upon the Landlord and Tenant,
permitted lawful assigns and successors-in-title of the parties
hereto. Each party shall be entitled to lawful assign its interests
under this Agreement to its related entity and no prior consent of
the other party shall be required.
8
6.9 The costs, charges and/or expenses for the preparation of this
agreement and stamp duty shall be borne by the Landlord and Tenant
equally. Nevertheless, in the event a fresh tenancy agreement for the
second term is necessary; all costs, charges and stamp duty for the
fresh tenancy agreement shall be borne by the Tenant absolutely.
6.10 If at any time during the continuance of this Tenancy, any of the
following events (hereinafter called "the Event") shall occur, that
is:
a. the Demised Premises or any part thereof shall become
substantially unsafe or unfit for occupation or use, as
determined by the appropriate authority or the Landlord's
Architect or engineers, from any disabling cause other than the
act or default of the Tenant; or
b. the Demised Premises or any part thereof shall be destroyed or
damaged so as to become unsafe or unfit for occupation or use by
fire, water, xxxxx, xxxxxxx, earthquake, insects, theft,
burglary, explosion, riots, civil, commotion, enemy action or
other inevitable cause then and in each case the monthly rent
shall be suspended and cease to be payable from the date of the
happening of the Event until the Demised Premises shall have been
again rendered fit for occupation and use. In the event the
Demised Premises or any part thereof shall not have been rendered
fit for occupation and use within two (2) months after the
happening of the Event, then the Tenant shall be entitled to
terminate this Tenancy by giving a notice in writing of thirty
(30) days to the Landlord of its intention to do so and
thereafter this Tenancy shall be deemed terminated and the
Landlord shall forthwith refund the Deposit to the Tenant within
fourteen (14) days thereafter each party shall not have any claim
whatsoever against the other save and except for any antecedent
breach.
6.11 This Agreement shall be governed by and construed in all respects in
accordance with the laws of Malaysia. The parties hereto hereby agree
they shall submit to the non-exclusive jurisdiction of the Courts of
the States of Malaysia in all matters connected with the obligations
and liabilities of the parties hereto under or arising out of this
Tenancy.
9
6.12 Time wherever mentioned in this Agreement shall be of the essence of
this contract.
6.13 Any indulgence given by the Landlord shall not constitute a waiver of
or prejudice the Landlord's rights contained in this Agreement.
6.14 In this Agreement where the context so admits:-
a) words importing feminine gender only shall include the masculine
and neuter gender;
b) words in the singular number shall include the plural number and
words in the plural number shall include the singular number;
c) where there are two (2) or more persons or parties included or
comprised in the expressions "the Landlord" or "the Tenant"
agreement covenants terms stipulations and undertaking expressed
to made by and on behalf of the Landlord or the Tenant shall be
deemed to be made by or binding upon such persons or parties
jointly and severally.
10
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above written.
SIGNED by TANG XX XXX ) BAN LENG FIBRE SDN. BHD.
for and on behalf of ) /s/ BAN LENG FIBRE SDN. BHD.
----------------------------
in the presence of :- ) BAN LENG FIBRE SDN. BHD.
SIGNED by GOH BAK YAN ) GSI/CUMBERLAND Sdn. bhd.
(392746-V)
for and on behalf of ) /s/ GSI/CUMBERLAND SDN. BHD.
----------------------------
in the presence of :- ) GSI/CUMBERLAND SDN. BHD.
In pursuance of the Tenancy Agreement, dated 9th day April, 1997, the following
stipulated terms and conditions shall be read and construed as part of the
essential part of the tenancy agreement:-
1. The Landlord hereby further covenant with the Tenant as follows:-
(i) To allow the Tenant to sub-let partly or wholly, of the Demised
Premises;
(ii) To clean up the Demised Premises on or before the 1st day May,
1997;
(iii) To dismantle the existing inner gate and to install a gate at the
main entrance of the Demised Premises in accordance to the
Tenant's request;
(iv) To clean and clear up the front part of the Demised Premises
without removing the trees;
(v) To repair and relevel the flooring of Building 1 and to cleanse
the floors of Building 2 and Building 3;
(vi) To refurbish the existing bathrooms for the Demised Premises;
(vii) To check, replace and renew all the existing fire extinguishers,
hose, water sprinkle system (if any) installed at the Demised
Premises;
(viii) To ensure the operation of the overhead power door for Building
2;
(ix) to maintain and refurbish (if necessary) the main switchboard and
all electrical system of the Demised Premises and to ensure all
of which are in good order.
(x) to take reasonable precaution over the fire suppression within
the vicinity of the Demised Premises and keep up to the
satisfactory condition acceptable by the insurance company;
(xi) to maintain a pavement in front of the Demised Premises at the
satisfactory condition;
(xii) to furnish keep, maintain and ensure the office structure to the
satisfaction of the Tenant.
12
