SUPPLEMENT TO LEASE AGREEMENT-LE0603
THIS
SUPPLEMENT TO LEASE AGREEMENT is made and effective as of January 1st, 2007,
by
and between Shanghai Yuan Hao Electronic Co., Ltd. (“Landlord”) and Shanghai Kai
Hong Technology Co., Ltd. (“Tenant”).
RECITALS
A. Pursuant
to a Lease Agreement (the “Lease”) dated as of June 28th, 2004, Landlord has
leased to Tenant certain premises located at Xx.0 Xxxx 00 Xxx Xxxxxx Xxxx,
Xxxxxxxxx Export Processing Zone , Shanghai, China (the
“Premises”).
B. Landlord
and Tenant each desires to amend the Lease to provide for the safe and lawful
disposal of all waste and scraps resulting from Tenant’s business conducted on
the Premises, all on the terms and conditions contained in this
Supplement.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants
contained in this Supplement, the parties agree as follows:
1. Disposal
of Waste and Scraps.
(a) Landlord
shall collect, store, safeguard, transport and dispose of, in a safe and
lawful
manner, all waste and scraps, whether or not hazardous, of every kind and
description, which result from or are produced by or arise in connection
with
Tenant’s business operations conducted on the Premises, including, but not
limited to, those types of waste and scraps set forth on Exhibit
A
hereto,
as the same may be amended from time to time by Tenant upon written notice
to
Landlord.
(b) Landlord
shall have the right to retain such persons (collectively, the ”Agents” and
individually, an “Agent”) as it may select to assist it in rendering its
services under this Supplement; provided,
however, that each such person shall be engaged in the rendering of such
services as its principal business; provided,
further, that the selection of each Agent shall be subject to Tenant’s approval,
which approval shall not be unreasonably withheld. Landlord shall cause each
Agent to deliver to Tenant a writing agreeing to be bound by the provisions
of
this Supplement. Notwithstanding anything to the contrary in this Supplement,
Landlord shall remain responsible for the rendering of services by the Agents
in
accordance with the terms of this Supplement. Landlord shall provide to Tenant
a
copy of each agreement with an Agent regarding the rendering of services
in
accordance with this Supplement.
(c) Landlord
shall hold and maintain, and shall cause each Agent to hold and maintain,
during
the Term (as defined below) all governmental permits, licenses or approvals
required to legally perform its duties under this Supplement and to comply
with
all laws, rules and regulations of all governmental authorities relating
to the
performance of its duties under this Supplement.
2. Books
and Records.
(a) Landlord
shall establish and maintain, and shall cause each Agent to establish and
maintain, during the Term complete and accurate records relating to the services
rendered by it under this Supplement.
(b) During
the Term, and for five (5) years thereafter, Tenant and its representatives,
accountants and attorneys shall have the right, during normal business hours,
on
twenty-four (24) hours prior written notice, to inspect, copy and make extracts
from all such records, at the offices of Landlord set forth in Section 5(e),
in
order to verify compliance by Landlord and the Agents of their obligations
under
this Supplement.
-1-
(c) During
the Term, Tenant shall have the right, at any time and without notice, to
enter
into and to inspect the premises of Landlord or any Agent in order to verify
compliance by Landlord and the Agents of their obligations under this
Supplement.
(a) Unless
sooner terminated as provided below, the term (the "Term") of the Landlord’s
rights and duties under Section 1 shall commence on the date hereof and end
on December 31, 2007 and shall be renewed automatically thereafter for
successive one (1) year terms unless written notice of termination is given
by either party to the other not less than thirty (30) days before the end
of the initial term or any subsequent one (1) year renewal term.
Notwithstanding anything to the contrary in this Section 3(a), the Term shall
end no later than June 28, 2009.
(b) The
Term
shall terminate prior to the expiration of its stated term at the option
of
either party, if the other party shall fail to perform in any material respect
any material obligation to be performed by it under this Supplement and such
failure is not cured within ten (10) days after written notice of such failure
is given by the terminating party to the defaulting party.
4. Fees.
(a) Tenant
shall pay to Landlord a management fee equal to two percent (2%) of any amounts
actually paid to Agents and received from Agents by Landlord in connection
with
the disposal of waste and scraps under this Supplement.
(b) Tenant
shall reimburse Landlord for all fees actually paid by Landlord to Agents
in
connection with the disposal of waste and scraps under this Supplement, less
any
amounts received by Landlord in connection therewith with the disposal thereof;
provided,
however, that such fees shall not exceed the amounts set forth on Exhibit A
hereto
without Tenant’s written consent. Landlord and Tenant shall review such fees in
light of the market prices for such services on a quarterly basis; provided,
however, that neither party shall be required to agree to an increase or
decrease in the amount of such fees.
(c) Tenant
shall pay all amounts due under this Section 4 within thirty (30) days after
receipt of a written invoice therefore, together with such information
(including invoices of the Agents) as Tenant reasonably requires to verify
the
amount due.
5. Miscellaneous.
(a) Landlord
acknowledges that (i) it will obtain knowledge of confidential information
of Tenant during the Term, including, but not limited to, designs and other
data
and information of a proprietary nature which is not generally known to the
public ("Confidential Information"), and that (ii) maintenance of the
proprietary character of the Confidential Information is important to Tenant
and
its business operations. Landlord shall keep secret all Confidential
Information, shall not use Confidential Information for any purpose other
than
as expressly authorized hereunder and shall not disclose Confidential
Information to anyone except to the extent required in performing services
hereunder or the Confidential Information becomes publicly available through
no
fault of Landlord.
(b) Landlord
shall indemnify Tenant and hold it harmless against and in respect of any
and
all payments, damages, demands, claims, losses, expenses, costs, obligations
and
liabilities (including, but not limited to, reasonable attorneys' fees and
costs) which arise or result from or are related to any breach or failure
by
Landlord or any Agent to perform any of its obligations hereunder. Landlord
shall reimburse Tenant on demand for any payment made or loss suffered by
it at
any time after the date hereof, based upon the judgment of any court of
competent jurisdiction or pursuant to a bona fide compromise or settlement
(which shall be approved by Landlord, which approval shall not be unreasonably
withheld) of claims, demands or actions in respect of any damages to which
the
foregoing indemnity relates. Consummation of the transactions contemplated
hereby shall not be deemed or construed to be a waiver of any right or remedy
of
the indemnified party nor shall this section or any other provision of this
Supplement be deemed or construed to be a waiver of any ground of defense
by the
indemnified party.
-2-
(c) Tenant
shall promptly notify Landlord of the existence of any claim, demand or other
matter involving liabilities to third parties to which Landlord’s
indemnification obligations would apply and shall give Landlord a reasonable
opportunity to defend the same at its own expense and with counsel of its
own
selection (who shall be approved by Tenant, which approval shall not be
unreasonably withheld); provided,
however, that Tenant at all times also shall have the right to fully participate
in the defense at its own expense. If Landlord within a reasonable time after
such notice fails to defend such claim, or fails to pursue such defense
vigorously once commenced, Tenant shall have the right, but not the obligation,
to undertake the defense of, and to compromise or settle (exercising reasonable
business judgment), the claim or other matter on behalf, for the account
and at
the risk and expense of Landlord. Except as provided in the preceding sentence,
Tenant shall not compromise or settle the claim or other matter without the
prior written consent of Landlord in each instance. If the claim is one that
cannot by its nature be defended solely by Landlord, Tenant shall make available
all information and assistance that Landlord reasonably may request; provided,
however, that any associated expenses shall be paid by Landlord.
(d) This
Supplement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof, and supersedes all prior agreements,
under-standings, negotiations and discussions, whether oral or written, relating
to the subject matter of this Supplement. No supplement, modification, waiver
or
termination of this Supplement shall be valid unless executed by the party
to be
bound thereby.
(e) Any
notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given (i) if personally delivered,
when so delivered to the party to whom it is directed at the address set
forth
on the signature page hereof or (ii) if given by telecopier, when such
notice or other communication is transmitted to the telecopier number specified
on the signature page hereof and the appropriate answer back or telephonic
confirmation is received. Either party may change its address hereunder by
giving written notice thereof to the other party.
(f) The
rights and duties of each party under this Supplement are personal, and neither
party shall assign or otherwise transfer any of its rights or delegate any
of
its duties hereunder (whether voluntarily or involuntarily) without the prior
written consent of the other party in each instance. Subject to the foregoing,
all of the terms, provi-sions and obligations of this Supplement shall inure
to
the benefit of and shall be binding upon the parties hereto and their
respec-tive permitted successors and assigns.
(g) Any
controversy arising out of or relating to this Supplement or the transactions
contemplated hereby shall be referred to arbitration before the strictly
in accordance with the terms of this Supplement. The board of arbitrators
shall
convene at a place mutually acceptable to the parties in.
The
parties hereto agree to accept the decision of the board of arbitrators,
and
judgment upon any award rendered here-under may be entered in any court having
jurisdiction thereof. Neither party shall institute a proceeding hereunder
until
that party has furnished to the other party at least thirty (30) days prior
written notice of its intent to do so.
(h) Each
party hereby acknowledges and agrees that it would be difficult to fully
compensate the other party for damages resulting from the breach or threatened
breach of any provision of this Supplement and, accordingly, that each party
shall be entitled to temporary and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, to
enforce such provisions without the necessity of proving actual damages or
being
required to post any bond or undertaking in connection with any such action.
This provision with respect to injunctive relief shall not diminish, however,
the right of either party to any other relief or to claim and recover
damages.
(i) No
failure to exercise, and no delay in exercising, any right, power or remedy
hereunder shall impair any right, power or remedy which any party may have,
nor
shall any such delay be construed as a waiver of any such rights, powers
or
remedies or an acquiescence in any breach or default under this Supplement.
The
rights and remedies herein specified are cumulative and not exhaustive of
any
rights or remedies that any party would have. No waiver of any of the provisions
of this Supplement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute
a
continuing waiver unless otherwise expressly provided.
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(j) Landlord
shall maintain at its sole expense policies of insurance in forms and with
coverages that are customary for persons and entities participating in the
collection, storage, safeguarding, transport and disposal of waste and scraps,
but in no less an amount as may be necessary to hold Tenant harmless from
any
failure by Landlord or any Agent to fulfill its obligations under this
Supplement. Landlord shall provide Tenant with a certificate of insurance
or
other written evidence of the coverage described herein as of the commencement
of the Term and as of the annual renewal of such insurance policies. The
policies shall provide that insurance coverage may not be canceled or be
subject
to a reduction of coverage or other material modification unless at least
thirty (30) days' prior written notice is given to Tenant by the insurance
carrier.
(k) Each
party shall be responsible to ensure that the level of noise resulting from
its
activities under this Supplement complies with all applicable governmental
laws,
rules or regulations.
IN
WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed
as of the date and year first set forth below.
|
TENANT:
|
SHANGHAI
KAI HONG TECHNOLOGY CO., LTD.
By _________________________________________
Xx.0
Xxxx 00 Xxx Xxxxxx Xxxx, Xxxxxxxxx Export Processing
Zone
|
|
LANDLORD:
|
SHANGHAI
YUAN HAO ELECTRONIC CO., LTD.
By _________________________________________
Xx.0
Xxxx 00 Xxx Xxxxxx Xxxx,
Xxxxxxxxx
Export Processing Xxxx,
Xxxxxxxx,
Xxxxx
|
-4-
Exhibit
A: Price
for Disposal of Scraps
|
SKE
Income
|
No.
|
Scraps
|
Unit
Price
|
Company
|
|
1
|
Carton
|
RMB0.80/kg
|
Shanghai
Golden Material Recycle & Utilize Co., Ltd
|
|
|
2
|
Lead
Frame
|
RMB17.00/kg
|
||
|
3
|
Carrier/Tape
|
RMB0.10/kg
|
||
|
4
|
SUS316
steel
|
RMB10.50/kg
|
||
|
5
|
Scrapped
semi finished goods and finished goods
|
RMB40.00/kg
|
||
|
6
|
Scrap
-blue
tape
-epoxy
solder
-capillary
-saw
blade cut
-saw
blade arm
|
RMB90.00/kg
RMB150.00/kg
RMB12.00/kg
RMB10.00/kg
RMB2.00/kg
|
Shaoxin
Xxx Xxxx Mental Products Co., Ltd.
|
|
|
SKE
Expenses
|
7
|
Compound
|
RMB1.60/kg
|
Shanghai
Xx Xxxx Industrial and Trading Co., Ltd.
|
|
8
|
Organic
solvent (HW06)
|
RMB1,200/ton
|
Shanghai
Xx Xxx Environmental Engineering Co., Ltd.
|
|
|
9
|
Plating
waste (HW17)
|
XXX
000/xxx
|
|
Party
A: Shanghai Yuan Hao Electronic Co., Ltd
Authorized
Signature:
_______________________
Dated:
At
the place of:
|
Party
B: Shanghai Kai Hong Technology Co., Ltd.
Authorized
Signature:
_______________________
Dated:
At
the place of:
|
-5-
Exhibit
B: Schedule of Contracts and Qualification
Certificates
|
1.
|
Schedule
of contracts to be
supplied
|
|
No.
|
Parties
to the Contracts
|
|
1
|
· Shanghai
Golden Material Recycle & Utilize Co., Ltd; and
· Shanghai
Yuan Hao Electronic Co., Ltd.
|
|
2
|
· Shanghai
Xx Xxxx Industrial and Trading Co., Ltd.; and
· Shanghai
Yuan Hao Electronic Co., Ltd.
|
|
3
|
· Shaoxin
Xxx Xxxx Mental Products Co., Ltd.
· Shanghai
Yuan Hao Electronic Co., Ltd.
|
|
4
|
· Shanghai
Xx Xxx Environmental Engineering Co., Ltd.; and
· Shanghai
Yuan Hao Electronic Co., Ltd.
|
|
2.
|
Schedule
of qualification certificates to be
supplied
|
|
No.
|
Company
|
Certificate
|
|
|
1
|
Shanghai
Golden Material Recycle & Utilize Co., Ltd.
|
Business
License
|
|
|
2
|
Shanghai
Xx Xxxx Industrial and Trading Co., Ltd.
|
Business
Certificate for Dealing Hazardous Waste
|
|
|
3
|
Shaoxin
Xxx Xxxx Mental Products Co., Ltd.
|
Business
License
|
|
|
4
|
Shanghai
Xx Xxx Environmental Engineering Co., Ltd.
|
Business
License
|
|
|
Party
A: Shanghai Yuan Hao Electronic Co., Ltd
Authorized
Signature:
_______________________
Dated:
At
the place of:
|
Party
B: Shanghai Kai Hong Technology Co., Ltd.
Authorized
Signature:
_______________________
Dated:
At
the place of:
|
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