Standard Tenancy V4 09 DRAFT

DIGI Telecommunications Sdn Bhd TA/V4.098 TA/V4.0 98

Dated this

day of

2008

TENANCY AGREEMENT

Between LANDLORD & ADDRESS

and

DIGI TELECOMMUNICATIONS SDN BHD (201283 - M)

Site ID: 1188B Site Name: Selayang

1

/opt/scribd/convers /opt/scribd/conversion/tmp/scr ion/tmp/scratch1/22837989 atch1/22837989.doc .doc


This Tenancy Agreement made the day and year stated in Section 1 of the First Schedule hereto BETWEEN: The party described in Section 2 of the First Schedule hereto (hereinafter referred to as “the Landlord”) of the one part AND DIGI Telecommunications Sdn. Bhd. (Company No: 201283-M) , a private limited company incorporated in Malaysia and having its registered office at Level Level 7, Setia Setia 1, No. No. 15, 15, Loro Lorong ng Dungu Dungun, n, Daman Damansa sara ra Height Heights, s, 5049 50490 0 Kuala Kuala Lumpur and its place of business at Lot 10, Jalan Delima 1/1, Subang Hi-Tech Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan (hereinafter referred to as “the Tenant”) of the other part.

(The Landlord and the Tenant are hereinafter collectively referred to as “Parties” or individually referred to as “Party”). ARTICLE I RECITALS

1.1

License to operate The Tenant is licensed to establish, operate and maintain a mobile cellular teleph telephon one e netwo network rk and and provid provide e mobile mobile cellul cellular ar teleph telephon one e servi services ces in Malaysia.

1.2 1.2

Inst Instal alla lati tion on of base base tran transc scei eive verr sta stati tion ons s The Tenant’s mobile cellular network requires base transceiver stations to be installed in various areas throughout the country for the purpose of transmitting and receiving radio transmissions of users and subscribers of the mobile cellular telephone network. network.

1.3

The Said Land The Landlord is registered and/or beneficial proprietor of all that piece of land which is more particularly described in Section 3(a) of the First Schedule hereto (hereinafter referred to as “the Said Land”) together with the building which is more particularly described in Section 3(b) of the First Schedule hereto (hereinafter referred to as “the Building”) and the Said Land and Building shall hereinafter be collectively referred to as “the Property”.

1.4

Demised Pr Premises The Tenant is desirous of renting a small part of the Building, which is more particularly described in Section 4 of the First Schedule hereto (hereinafter referred to as “the Demised Premises”) to install such base transceiver station facility including a small part of the roof top of the Buildin Building g for for the insta installa llatio tion n of antenn antennas as and/o and/orr any other other Equipm Equipment ent,, inst instal alla latio tions ns or devi device ces s subj subjec ectt to the the term terms s and and cond condit itio ions ns here herein in contained. 2



ARTICLE II INTERPRETATION AND DEFINITION

2.1

Definition Where Whereve verr used used in this this Agree Agreemen ment, t, unles unless s the conte context xt shall shall other otherwis wise e require, the following expressions shall have the following meanings:“App “Appro ropr pria iate te Auth Author orit ity” y”

mean means s any any gove goverrnmen nmenta tal, l, semi semi-- or qua quasisigover governme nmenta ntall and/o and/orr statu statutor tory y depa departm rtment ents, s, agencies agencies,, or local local governme government, nt, governm governmenta entall bodies or any other bodies duly appointed by any of such bodies.

“Building”

shall mean the building constructed on the Said Land, Land, which which is more more partic particula ularly rly descri described bed in Section 3(b) of the First Schedule hereto.

“Comm “Commenc enceme ement nt Date” Date” shall shall mean the the date as as stipulat stipulated ed in Section 2 of the Second Schedule hereto. “Demise ised Premise ises”

shall mea mean the part of the Build ilding ing, which ich is more particularly described in Section 4 of the First Schedule hereto.

“Deposits”

shall me mean th the Re Rental De Deposit an and th the Ut Utility Deposit.

“Equipment”

shall me mean an any te telecommunications eq equipment includ including ing but not limite limited d to base base trans transcei ceive verr stations belonging to the Tenant.

“Expiry Date”

shall me mean the date as stipulated in Section 3 of the Second Schedule hereto.

“Landlord”

shall me mean the party whose name and address are stated in Section 2 of the First Schedule hereto.

“Monthly Rental”

shall mean the rental sum as stipulated in Sectio Section n 4 of the Second Schedule Schedule hereto the Second which is payable by the Tenant to the Landlord in the manner and in accordance with Section 5 of the Second Schedule hereto.

“Rental Deposit”

shall me mean th the su sum as as st stipulated in in Section 6(a) of the Second Schedule hereto.

“Said Land”

shall me mean th the lla and, wh which is is mo more pa particularly Sectio ion n 3(a) 3(a) of the First desc descri ribe bed d in Sect Schedule hereto. 3



2.2

“Term”

shall mean the period of this tenancy granted under this Agreement, which is more particularly ection on 1 of the Second stated in the Secti Schedule hereto.

“Utility Deposit”

shall mean th t he sum as a s stipulated in Section 6(b) of the Second Schedule hereto.

“Wor “Worki king ng Day” Day”

shal shalll mean mean the the day, day, whic which h is not not a gaze gazett tte e nation national al public public holida holiday, y, and and when when the banks banks open for business.

General Int Interpretation 2.2.1 2.2.1 In this Agreement Agreement,, except except to the extent extent that the context context otherwis otherwise e requi requires res,, words words denot denoting ing the singula singularr number number shall shall includ include e the plural, individuals shall include corporations and any gender shall include each other gender and vice versa. 2.2.2 2.2.2 All refere reference nces s in this this Agreem Agreement ent to “RM” “RM” [Ringg [Ringgit it Ma Malay laysia sia]] shall, shall, unless otherwise specified, be construed as to references to the currency of Malaysia.

2.3

Reference to Statute Each reference in this Agreement or its Schedules, to an Act of Parliament, regulation or ordinance, or to any section of provision thereof, shall be read as though the words “or any statutory modification or re-enactment thereof or any statutory provision substituted therefore and regulations, ordin ordinanc ances es,, by-law by-laws s and other other statut statutor ory y instru instrumen ments ts promul promulgat gated ed or issued thereunder were added to such reference.

2.4

Hea Heading dings s and Margina ginall No Notes tes 2.4.1 2.4.1 The paragra paragraph ph headings headings in this Agreeme Agreement nt have been been inserted inserted for the purpose of convenience of reference only and shall have no effect whatsoever on the meaning, interpretation or construction of the provisions hereof. 2.4.2 2.4.2 All refere reference nces s in this this Agreem Agreement ent to Parti Parties, es, Recitals Recitals,, Clause Clauses s and and Sched Schedule ules s shall, shall, unless unless otherw otherwise ise expre expressl ssly y provid provided, ed, be to the parties for the time being to this Agreement and to the Recitals, Clauses and Schedules of or to this Agreement, as the case may be. ARTICLE III TENANCY

3.0

Agreement to Let The Landlord hereby grants and the Tenant hereby accepts the tenancy of the Demised Premises for the duration of the Term, which shall commence on the Commencement Date and shall expire on the Expiry Date with a 4



Monthly Rental payable in advance by the Tenant to the Landlord in the manner described in Section 5 of the Second Schedule . ARTICLE IV DEPOSIT

4.1

Deposit The Tenant shall pay to the Landlord the Deposit in the manner stipulated Section on 7 of the Second Schedule Schedule hereto in Secti the Second hereto being being the depos deposit it as security for the due observance and performance by the Tenant of the terms and conditions of this Agreement. Agreement.

4.2

Deposit to be be ma maint intained The Deposit shall be maintained during the Term hereby create created d and shall not not with withou outt the the prio priorr wr writt itten en cons consen entt of the the Land Landlo lord rd firs firstt had had and and obtained be deemed to be or treated as payment of or towards rental hereunder and upon the expiration, termination or sooner determination of the Term hereby created the same shall be returned forthwith to the Tenant free of interest less such sum owing to the Landlord.

4.3

Refund of the Deposit The refund of the Deposit free of interest as stated in Clause 4.2 above shall be made by the Landlord within seven (7) days from the date of written notice issued by the Tenant, failing which, any sum or sums due hereunder shall be construed as debt due by the Landlord to the Tenant. ARTICLE V RENT AND ASSESSMENT ASSESSMENT

5.1

5.2

Rent The Tenant hereby agrees that the Tenant shall pay the Monthly Rental to Section on 5 of the the the Land Landlo lord rd in the the mann manner er stipu stipula late ted d in Secti the Second Schedule hereto. The Monthly Rental is deemed to be inclusive of all bank charges/commission in the event that the payment is effected by cheque. Increase in rent The Parties hereby agree that the rent for the second term of this tenancy exercisable under the option granted pursuant to Clause 9.5 herein shall be determined in accordance with Section 9 of the Second Schedule hereto. ARTICLE VI COVENANTS BY THE TENANT WITH THE LANDLORD

6.1

Payme yment of Monthl nthly y Renta ntal The Tenant shall pay the Monthly Rental and other sums payable under this Agreement in the manner as provided in Section 5 of the Second Schedule . 5



6.2

Payme yment of Othe Otherr Char harges The Tenant shall promptly pay all charges in respect of electricity and all relevant charges incurred by the Tenant for the operation of the base transceiver station and/or any other Equipment, installations or devices installed on the Demised Premises, subject to the method of payment to be agreed between the Landlord and the Tenant or if none has been agreed, subject to the manner as provided in Section 5 of the Second Schedule.

6.3

Inspection The The Te Tena nant nt shal shalll perm permit it the the Land Landlo lord rd or its its agen agents ts with with or with withou outt workmen at all reasonable times with prior notice to the Tenant to enter upon and examine the condition of the Demised Premises and permit the Landlo Landlord rd to exec execute ute such such repai repairs rs as the the Landlo Landlord rd deems deems necess necessar ary, y, subject to the terms and conditions of this Agreement. Agreement.

6.4

Alter ltera ations ions and re renov novatio tion The Tenant shall not make or permit to be made any alterations in or additions to the Demised Premises without the prior written consent of the Landlord which consent shall not to be unreasonably withheld, if any of such such alte altera rati tion ons s or addit additio ions ns is nece necess ssar ary y for for the the insta installa llati tion on of the the Tenant’s Equipment, installations or devices.

6.5

Use of of the the Demise ised Pre Prem mise ises The Tenant shall not use the Demised Premises for any purpose other than for the purpose as stipulated in Section 5 of the First Schedule.

6.6 6.6

Proh Prohib ibit itio ion n Again gainst st Assi Assign gnme ment nt 6.6.1 6.6.1 Subject Subject to Clause Clause 8.4 herein, herein, the the Tenant Tenant shall not not sub-let, sub-let, assign assign or part with the possession of the Demised Premises without the prior writ wr itte ten n cons consen entt of the the Land Landlo lord rd,, whic which h cons consen entt sha shall not not be unreasonably withheld, provided such restriction shall not apply in situat situation ion of co-sh co-shar aring ing with with other other teleco telecommu mmunic nicat ation ion oper operato ators rs where no financial consideration consideration are involved. 6.6.2 6.6.2 Notwithst Notwithstanding anding the the above, above, the Landlord Landlord shall shall allow the Tenant Tenant to sub-let, assign or part with the possession of the Demised Premises to the Tenant’s subsidiaries without the prior written consent of the Landlord.

6.7 6.7

Vaca Vacati ting ng of the the Demi Demise sed d Pre Premi mise ses s The The Te Tenan nantt shall shall on the expirati expiration on of the Term or termi terminat nation ion of this this tenancy remove all of the Tenant’s Equipment, installations or any other devices which may have been installed on the Demised Premises and 6



peac peacef eful ully ly yiel yield d up the the Demi Demise sed d Prem Premis ises es in good good and and tena tenant ntab able le condition, fair wear and tear excepted. ARTICLE VII COVENANTS & REPESENTATIONS BY THE LANDLORD 7.1

Cove Co venan nants, ts, Re Repre prese senta ntatio tions ns & Wa Warra rrantie nties s by by the the Landlo Landlord rd 7.1.1 The Land Landlo lord rd her hereby cov covena enants, nts, unde underrtak takes, es, warra rrants nts and repre presents ents to and with ith the Tenant nant to the the int intent tha that such uch declarati declarations, ons, represe representat ntations ions and warrantie warranties s shall shall remain remain in full force and effect until the completion of the term of the Tenancy as follows : (a) (a) that that the the Lan Landl dlor ord d is the the regis registe tere red d and/ and/or or ben benef efic icia iall owne ownerr of the Said Property; (b)

that th the re rental to be paid herein is the actual amount to be received by the Landlord and it has not been adjusted or marked up to provide any form of incentive or commission to any intermediary or intermediaries.

(c)

that there is no impedime iment exists which would uld imp impede, prevent, prevent, affect or obstruct obstruct the entering entering of this Agreem Agreement ent between the Landlord and the Tenant;

(d) (d)

that that to to the the best best of of his his know knowle ledg dge, e, info inform rmat atio ion n and and beli belief ef the the Said Property is not subject to any acquisition proceedings and no acquisition proceedings are pending or contemplated in respect thereof;

(e)

that the Landlord (where applicable) is not a bankrupt and no bankruptcy proceedings have been commenced and/or are threatened or pending against the Landlord as at the date hereof or that (where applicable) no winding-up petition has been served on the Landlord;

(f)

that the Landlord will not contravene contravene any law nor breach any contractual obligation on the Landlord’s part whatsoever by entering into this Agreement; Agreement;

7.1.2 7.1.2 It is hereby agree agreed d that in the event event there there is a breach of covena covenants, nts, undertaki undertakings, ngs, represe representat ntations ions or warrantie warranties s hereof, hereof, the Landlord Landlord shall rectify the said breach within twenty one (21) days of the Tenant’s notice requiring such rectification, failing which the Tenant shall be entitle to terminate the Agreement. Pending rectification of the breach by the Landlord, all the Tenant’s obligations under this Agreement Agreement shall be suspended. 7.2

Payment ent of the Outgo utgoin ings gs 7.2. 7.2.1 1 The The Land Landlo lord rd shal shalll pay pay all all quit quit rent rent,, asse assess ssme ment nt or othe otherr rate rates s including any increased thereof now or to be imposed on or payable on the Said Land and/or the Demised Premises. 7



7.2. 7.2.2 2 In the the even eventt the the Land Landlo lord rd fails fails,, negl neglec ects ts and/o and/orr omit omits s to do the the same same the the Land Landlo lord rd agre agrees es that that the the Te Tena nant nt has has the the abso absolu lute te discretion to pay on behalf of the Landlord and recover the same from the Landlord directly or to contra the amount due from the Monthly Rental or Rental Deposit or Utility Utili ty Deposit.

7.3

Electricity So Source The Landlord shall permit the Tenant to utilize or connect an electricity sourc source e to the Demise Demised d Premi Premises ses to enabl enable e the proper proper opera operatio tion n and and functioning of any of the Tenant’s Equipment, installations or devices.

7.4 7.4

Free Free,, C Con onti tinu nuou ous s and and Unin Uninte terr rrup upte ted d Acc Acces ess s The Landlord shall grant the Tenant the sole and absolute right to a free, continuous and uninterrupted access of twenty-four (24) hours for each day during the Term to the Demised Premises for the purposes of enabling the Tenant’s employees and/or agents to install, check, test, maintain, repair or service any of the Tenant’s Equipment, installations or devices. The Landlord shall provide a contact person as provided in Part 6 of the First First Sched Schedule ule to be respon responsib sible le for for the acces accessib sibilit ility y of the the Demis Demised ed Premises to the Tenant.

7.5

Quiet Enjoyment The Landlord shall allow the Tenant quiet and peaceful enjoyment of the Demis Demised ed Premi Premises ses during during the Te Term rm or the renew renewed ed term term witho without ut any interruption or disturbance by the Landlord or any other third party for whatsoever reason.

7.6

Duty to Inform The Landlord shall:7.6.1 7.6.1 inform inform the Tenant Tenant should should any person person or party party intend to commenc commence e any similar similar busine business ss as the Te Tenan nantt or instal installl a base base transc transceiv eiver er station or any similar equipment, installations or devices similar to that of the Tenant on the Demised Premises; 7.6.2 7.6.2 inform inform the Tenant Tenant of the erectio erection n of any new struct structure ure of any kind kind whatso whatsoev ever er which which would would or might might interf interfer ere e with with or disrup disruptt the operations and transmissions of any of Equipment, installations or devices installed or to be installed from time to time in the Demised Premises by the Tenant.

7.7

Duty to Insure The The Land Landlo lord rd shal shalll insur insure e and and ke keep ep insur insured ed the the Build Buildin ing g and/ and/or or the the Demised Premises (excluding the Tenant’s Equipment, installation, device, 8



fixture, furniture, fittings or other property which shall be insured by the Tenant at the Tenant’s own cost and expense) from loss or damage by fire and such other risks as the Landlord may deem expedient. 7.8

Not to Tamper The The Land Landlo lord rd shal shalll not not at any any time time tamp tamper er with with any any of the the Te Tena nant nt’s ’s Equipment Equipment,, apparatu apparatus, s, installatio installations ns or devices devices or disconnect disconnect the power power source required to operate any of the Tenant’s Equipment, installation or device.

7.9

Not to to Wit Withh hho old Consent The Landlord shall not unreasonably withhold consent from the Tenant in resp respec ectt of alte altera rati tion ons s or addit additio ions ns to be made made to or erec erecte ted d on the the Demi Demise sed d Prem Premis ises es for for the the purp purpos oses es of inst instal alli ling ng any Equi Equipm pmen ent, t, installations or devices essential to the operation of the Tenant’s business.

7.10 .10

Duty uty to Repa epair The The Landl Landlord ord shall shall repai repairr the Propert Property y in the event event the Buildin Building g has structural damage or is leaking.

7.11

Indemnity 7.11.1The Landlord agrees to indemnify the Tenant on a full indemnity basis for all losses, costs, expenses, liabilities and damages which the Te Tenan nantt would would suffer suffer as a resul resultt of any any summo summonse nses, s, order orders, s, notice notices s or other otherwis wise e which which the the Landlo Landlord rd has defaul defaulte ted d with with the authorities. 7.11.2The Tenant agrees to indemnify the Landlord on a full indemnity basis for all losses, costs, expenses, liabilities and damages which the Landlord would suffer as a result of the Tenant installing the base transceiver station prior to obtaining the approval from the Local Authorities.

7.12 .12

New Ow Owne nerrs Bo Bound und In the event the Property is sold, the Landlord irrevocably undertakes that the Property is sold subject to this tenancy for duration of the first three (3) years of this tenancy and the new owners are bound by the terms and conditions of this tenancy as if they were the original Landlord.

7.13 7.13 Te Tena nant nt’s ’s Equi Equipm pmen entt The The Landlo Landlord rd here hereby by ackno acknowle wledge dges s and and agree agrees s that that any any Equipm Equipment ent,, installations or devices installed and/or kept on the Demised Premises belongs to the Tenant absolutely. 7.14 Landlord’ Landlord’s s author authorizati ization on to to Tena Tenant nt to to sign sign document documents s 9



The The Land Landlo lord rd agre agrees es to auth author oriz ize e the the Te Tena nant nt the the righ rights ts to sign sign all all doc docume uments nts for the the sole purpo urpos ses of lega legali lizi zing ng the the setti etting ng up of telecommunications telecommunications infrastructure with the Appropriate Authorities for and on behalf of the Landlord. ARTICLE VIII MUTUAL COVENANTS 8.1

Claim In the event that any claim, suit, proceeding, demand demand or action made by a Party against the other Party or any refund sought by a Party from the other other Party Party under under this this Agreem Agreement ent shall shall be requi required red to be recov recover ered ed through any process of law or to be placed in the hand of solicitors or agents for collection, the Party against whom the claim, suit, proceeding, demand or action is made or against whom a refund is sought shall pay any and all expenses, losses, damages, cost and fees including, but not limited to, all legal fees on full indemnity basis incurred by the claiming Party Party or the Party Party seeki seeking ng the refund refund in respe respect ct of such such recov recovery ery or collection of the claim or refund.

8.2

Insurance Both Parties shall not do any thing whereby any insurance effected by a Party (hereinafter referred to as “the claiming Party”) in respect of the claiming Party’s property against loss or damage by fire may be rendered void or voidable or whereby the premium for any such insurance may be liable to be increased and shall pay to the claiming Party upon written demand from the claiming Party within seven (7) days thereof all sums paid by the claiming Party by way of increased premium and all losses or expenses sustained or incurred by the claiming Party in respect of such policy or policies as result of non-observance of this clause by the other Party (hereinafter referred to as “the defaulting Party”) without prejudice to other rights and remedies which the claiming Party may have against the defaulting Party.

8.3

Legal Proceedings In the the even eventt ther there e is lega legall proc procee eedi ding ng,, suit suit or clai claim m of any any natu nature re whatsoever instituted against the Landlord by any relevant authorities for default committed by the Tenant, the Landlord shall approve and consent to the appointment of the solicitors arranged by the Tenant to act for and on behalf of the Landlord for the purpose of defending the Landlord in the said proceeding, suit or claim and all cost and expenses incurred shall be borne by the Tenant.

8.4

Sha Sharing ing wit with h Oth Othe er Ope Opera rato torrs In the event the Tenant is desirous of sharing any of his telecomm telecommunica unications tions facilities facilities and/ or telecomm telecommunica unications tions infrastru infrastructur cture e on the Demis Demised ed Premis Premises es with other other teleco telecommu mmunic nicat ation ions s opera operator tor(s) (s) (hereinafter referred to as “Joint-Operators”), including co-operating with each other to establish an infra-sharing arrangement, the Landlord shall 10



have have no objectio objections ns whatsoev whatsoever er to such infra-shar infra-sharing ing arr arrange angement ment and shall allow and permit the Joint-Operator(s) to share the telecommunications facilities and/or telecommunications infrastructure at no extra cost and/ or rental to the Tenant or the other telecommunications operato operator(s). r(s). In the event of such infra-sharin infra-sharing, g, the Landlord Landlord shall also allow the Joint-Operators right of way and/or easement to the Demised Premises. During the Term of this Tenancy Agreement, the Landlord shall not not nego negoti tiat ate e with with the the othe otherr tele teleco comm mmun unic icat atio ions ns opera perato tor( r(s) s) by whatsoever means for the purpose of taking over the tenancy from the Tenant. ARTICLE IX DETERMINATION/TERMINATION

9.1

Early Determina ination ion Notwithstanding the provisions for the Term of this tenancy, the Tenant shall have the absolute discretion to exercise its option to terminate this tenancy before the Expiry Date upon:9.1. 9.1.1 1 the the expir expiry y canc cancel ella lati tion on or susp suspen ensi sion on of the the perm permit it or cons consen entt issued issued to the Te Tenan nantt by the releva relevant nt autho authorit rities ies to condu conduct ct its business in telecommunication; telecommunication; 9.1.2 9.1.2 the requis requisite ite approv approvals als for the instal installat lation ion of any any of the Tenant’ Tenant’s s equipment or its telephone trunking or cabling facilities and/or the construction/erection and/or the renewal of the operation of any of the Tenant’s installation or device cannot be obtained or cannot be reasonably expected to be obtained for whatsoever reason, or are restricted in any law (whether temporary or otherwise) either by law, Order, Ordinance or Regulation applicable in Malaysia; or 9.1. 9.1.3 3 the the Te Tena nant nt’s ’s quie quiett and peac peacef eful ul enjo enjoym ymen entt of the Demis Demised ed Premises during the Term or the renewed term is interruption or disturbance by any third party. 9.1.4 9.1.4 any buildings buildings,, structures structures or works works of any nature nature or or kind whatsoev whatsoever er are erected in the vicinity of the Demised Premises or any part ther hereo eoff whic which h scr scree een, n, shie hield or int interf erfere ere with ith the signa ignals ls tran transm smit itte ted d or recei eceive ved d by any of the the Tena enant’s nt’s Equi Equipm pmen ent, t, installation or device; or 9.1.5 9.1.5 the Demised Demised Premise Premises s is found to be unsuitab unsuitable le for the opera operation tion of the Tenant’s Equipment, installations or devices; or 9.1.6

the operation operation of any of the Tenant’s Tenant’s Equipment, Equipment, installations installations or devices becomes difficult, unsuitable or impossible for any reason whatsoever beyond the control of the Tenant; or

9.1.7

the Demised Premises or the operation of the Tenant’s Equipment at the Demised Premises is taken over or instructed to be taken over by a State appointed entity 11



then, notwithstanding the provisions herein, the Tenant shall have the right right forth forthwit with h to termin terminate ate this this Agreem Agreement ent withou withoutt indem indemnity nity of any natu nature re and and be disc discha harg rged ed of any any obli obliga gati tion on here hereun unde der, r, by givi giving ng THREEONE (31 31)) months’ months’ written notice to the Landlord whereupon the Tenant shall at its own expense remove all of the Tenant’s Equipment, installations or devices and vacate the Demised Premises, and thereafter the Landlord shall not later than seven (7) days after the receipt of the notice of early termination refund to the Tenant any rental which has been paid in advance and the Deposit free of interest. 9.2

Termination If any any cove covena nant nt on the the Te Tena nant nt’s ’s part part here herein in cont contai aine ned d shal shalll not not be perfo perform rmed ed or obser observe ved d or the Te Tenan nantt shall shall enter enter into into compu compulso lsory ry or voluntary liquidation otherwise than for the purpose of reconstruction or amal amalga gama mati tion on or if any any distr distres ess s or exec execut utio ion n shal shalll be levi levied ed on the the Demised Premises then and in such case the Landlord shall be entitled to give give wr writ itte ten n noti notice ce to the the Tena enant to reme remedy dy such such brea breach ch or nonnonobservance within twenty-one (21) days, and if the Tenant neglects or refuses to remedy such breach or non-observance, non-observance, then the Landlord shall have the right to forthwith terminate this Agreement by giving THREE (3) months’ written notice to the Tenant and it shall be lawful for the Landlord at any time thereafter to re-enter upon the Demised Premises or any part or parts thereof in the name of the whole and thereupon this tenancy shall absolu absolutel tely y ceas cease e and deter determin mine e and and the Depo Deposit sit shall shall be absolu absolutel tely y forfeited to the Landlord.

9.3

Force Ma Majeure If the the Demi Demise sed d Prem Premis ises es or any any part part ther thereo eoff shal shalll be dama damage ged d or destroyed destroyed by fire or other risks so as to render the Demised Premises unfit for use (except where such fire or other risks has been caused by the default or negligence of the Tenant or its servants or agents) the Monthly Rental hereby reserved shall be suspended until the Demised Premises shall again be rendered fit for occupation and use PROVIDED that in the event of total destruction of the Demised Premises the Tenant shall be entitled to summarily terminate this tenancy. In the event the Landlord deciding not to rebuild or reinstate the damage portion of the Demised Premises or any part thereof, or the Tenant deciding not to continue with this tenancy, then the Monthly Rental hereby reserved shall cease and this tenancy shall determine from the happening of such destruction or damaged as aforesaid and the Tenant shall peaceably and quietly leave, surren surrender der,, vaca vacate, te, delive deliverr and and yield yield up posses possessio sion n of so much much of the Demised Premises as shall not have not been destroyed (fair wear and tear excepted) and the provision of Clause 4.3 shall apply.

9.4

Early Termination The Parties hereby agreed that in the event of early termination of the Term hereby created or the renewed term (if any) by:9.4.1 9.4.1 the Tenant, Tenant, other than those provided provided under Clause Clause 9.1 and 9.3, then the Tenant shall pay to the Landlord a sum equivalent to the 12



Monthly Rental for the unexpired term and the Landlord shall at its own absolute discretion forfeit the Deposit. 9.4.2 9.4.2 the Landlor Landlord, d, other than than those provide provided d under Clause Clause 9.2 9.2 and 9.3, 9.3, then the Landlord shall pay to the Tenant a sum equivalent to the Monthly Rental for the unexpired term and a further sum equivalent to the Deposit as agreed liquidated damages. d amages. 9.5

Option to Renew In consideration of rental payable by the Tenant under this Agreement and no existing breach of all the covenants and terms on the part of the Tenant hereinafter contained, the Landlord shall grant to the Tenant the option to renew this tenancy for such number of terms and conditions as specified in Section 8 of the Second Schedule hereto.

9.6

Option to Purchase In consideration of the rental payable by the Tenant under this Agreement and the mutual covenants contained herein, the Landlord hereby grants to the Tenant the right of first refusal in the event that the Landlord intends to sell the Property at a price to be determined by two (2) independent reputable and certified valuers. ARTICLE X MISCELLANEOUS

10.1

Illeg legalit lity In the the even eventt that that one or more more of the the prov provis isio ions ns cont contai aine ned d in this this Agreement shall for any reason be held to be unenforceable, illegal or otherwise invalid in any respect under the law governing this Agreement or its performance, such unenforceability, illegality or invalidity shall not affec affectt the rema remainin ining g provis provision ions s of the relev relevant ant clause clause(s) (s) or any any other other provisions of this Agreement and this Agreement shall then be construed as if such such unenfo unenforc rcea eable ble,, illegal illegal or invali invalid d provis provision ions s had had never never been been contained herein.

10.2 10.2 Succ Succes esso sorr-in in-t -tit itle le This Agreement shall bind the successors-in-title permitted assigns of the Landlord and the Tenant. 10.3 10.3 Enti Entire re Unde Unders rsta tand ndin ing g This This agree agreemen mentt super supersed sedes es all prior prior agreem agreemen ents, ts, arra arrange ngeme ments nts and and undertakings between the parties and constitutes the entire agreement between the parties relating to the Project. No addition to or modification of any provisions of this agreement shall be binding upon the parties unle unless ss made made by wr writ itte ten n inst instru rume ment nt sign signed ed by a duly duly autho uthori rise sed d representative of both parties. 10.4

Cost 13



Each Party shall bear its own solicitor’s costs but the Tenant shall bear the costs of stamping this Agreement. Agreement. 10.5

Time Time wherever mentioned in this Agreement Agreement shall be of the essence.

10.6 10.6 Gove Govern rning ing Law Laws s & Juri Jurisd sdic ictio tion n 10.6.1This Agreement shall be governed by and construed in all respects in accordance with the laws l aws of Malaysia. 10.6 10.6.2In .2In rela relatio tion n to any any lega legall actio action n or proc procee eedi ding ngs s to enfo enforc rce e this this agreement or arising out of or in connection with this agreement (“her (“herein einaf after ter refe referr rred ed to as “Proc “Procee eeding dings” s”)) ea each ch of the partie parties s irrevocably submits to the jurisdiction of the High Court of Kuala Lumpur Lumpur (herei (hereina nafte fterr referr referred ed to as “the “the Co Court urt”) ”) and and waive waives s any obje object ctio ion n to Proc Procee eedin dings gs in the the Co Cour urtt on the the grou ground nds s that that the the Proceedings have been brought in an inconvenience forum. 10.7 10.7 Co Comp mpuls ulsor ory y Acqu Acquis isiti ition on In the event that the Said Land and/or Building and/or Demised Premises or any part thereof shall during the duration of the Term be or become affected by any notice of acquisition or intended acquisition under the Land Acquisition Act, 1960 or other legislation in Malaysia, the Landlord shall immediately give written notice thereof to the Tenant and the Tenant shall be entitled to terminate this tenancy herein with effect from the date of notice of acquisition or intended acquisition whereupon the Landlord shall forthwith refund to the Tenant the Deposit in accordance with the provisions of Clause 4.3. 10.8

Notices 10.8.1Any notice, consent, or other communication required or permitted to be given to either party pursuant to this Agreement shall be in writing and shall be sufficiently served if delivered personally or sent by post to:(a)

If to to the Tenant to to:DiGi Telecommunications Sdn Bhd Lot 10, Jalan Delima 1/1, Subang Hi-Tech Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan Attention of Ms. Ash Ling

(b)

If to to the the Land Landlor lord, d, to to the the addre address ss as as prov provide ided d in Secti Section on 2 of of the the First Schedule. or to such other address as either party may notify to the other Any communication which is delivered or sent by fax shall be deemed to have been served on the date of delivery or date of receipt of the post/letter. 14



10.8.2Any 10.8.2Any notice notice and/or and/or communica communication tion is, in the absence absence of contrary contrary evidence, deemed to be received:10.8.2. .2.1

in th the cas case of a po poste sted let letter, er, on the the thi thirrd day day afte afterr posting; and

10.8.2.2

in the case of facsimile, on production of a trans transmis missio sion n repor reportt by the machi machine ne from from which which the facs facsim imil ile e was was sent sent whic which h was was indi indica cate ted d tha that the the facs facsim imile ile was was sent sent in its its enti entire rety ty to the the facs facsim imile ile number of the recipient; and

10.8.2. .2.3

in the the ca case of a not notice ice and/ and/o or comm commun unic ica ation ion left left at at the address of the addressee, at the time the notice and/or communication was so left.

10.9 Spec Specia iall ter terms Thi This s Agre Agreem emen entt shal shalll be subje subject ct to such such othe otherr expr expres ess s term terms s conditions (if any) as may be mutually agreed between the Tenant Schedule. In the event of the Landlord as specified in the Third Schedule conf conflic lictt or inco incons nsis iste tenc ncy y betw betwee een n the the prov provis isio ions ns cont contai aine ned d in Schedule, Agreem Agreement ent and and the the provis provision ions s conta containe ined d in the the Third Schedule provisions contained in the Third Schedule shall prevail.

and and and any this this the

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

15



IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first written above.

SIGNED by for and on behalf of the Landlord in the presence of :-

) ) ) )

___________________________

NAME: NRIC: Company Stamp: __________________________ Witness Name : NRIC No. :

SIGNED by ) for and on behalf of DIGI Telecommunications Sdn. Bhd. in the presence of :-

) ) ) ___________________________

__________________________ Witness Name : NRIC No. : [This is the execution page of Tenancy Agreement between Landlord Name and DIGI Telecommunications Sdn. Bhd.]

16



FIRST SCHEDULE (to be read and construed as an integral part of this Agreement)

Section

Description

1.

The day and Agreement

2.

The na name a an nd ad address of of th the Landlord

Telephone Landlord:

&

year

Particulars

Fax

(a) Mobilepho Mobilephone ne (b) Fixed Fixed Line Line (c) Fa Fax x Line Line 3.

of

of

this

LANDLORD NAME AND ADDRESS

the Contact Person: 0160303-

(a) Th The pa particulars of of th the sa said The land held under: Land Lot No: Mukim: (b) The The part partic icul ular ars s of the the Daerah: Negeri: SELANGOR DARUL EHSAN. Building Site Address

4.

The particulars of the Demised Part of rooftop and space at Premises Lot No: Mukim: Daerah: Negeri: SELANGOR DARUL EHSAN. Site Address

5.

Use of the Demised Premises

6.

Contact person (pursuant to

The De Demised Pr Premises sh shall be be used for installing and maintaining a base transceiver statio station, n, which which shall shall compri comprise se comm commun unic icat atio ion n equi equipm pmen entt apparatus, installat lation or device required for the operation of the Tenant’s cellular telephone network.

17



Clause 7.4) Name: Mobile no: Office no: Designation:

SECOND SCHEDULE (to be read and construed as an integral part of this Agreement)

Section

Description

Particulars

1.

The Term

Three (3) Years

2.

Commencement Date

1st May 2008

3.

Expiry Date

30th April 2011

4.

Monthly Rental

Ringgit Malaysia One Thousand Only (RM1,000.00)

Bank account for the depo epositio ition n of the the Monthl nthly y Rental: (a) (a) Bank Bank (b) Branch Branch (c) Account Account name name (d) Account Account number number

5.

6.

Manner of payment of the Monthly Rental

The Deposit (a) Rental Deposit (b) Utility Deposit

7.

Monthly rental payments payable in advance within the first seven (7) Working Days from the beginning of each month.

Manner of payment of the Deposit

Ringgit Malaysia ThreeTho ThreeThousand usand Only (RM3,000.00) NIL

Within With in four fourte teen en (14) (14) Wo Work rking ing Days from the execution of the Tenancy Agreement 18



8.

The du duration fo for th the re renewed term (Clause 9.5)

9.

The rent payable for the renewed term, (Clause 5.2)

Three (3) years

Prev Prevai aili ling ng mark market et valu value e but but shall not exceed ten percentum (10%) of the las last prec prece edin ding rental.

19



THIRD SCHEDULE (to be read and construed as an integral part of this Agreement)

SPECIAL TERMS

Nil

20


Standard Tenancy V4 09 DRAFT

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