TA_template_for Rooftop Antenna2_final Version (05Aug09) (Clean)

Dated this

day of

2009

Between

[LANDLORD]

And

YTL COMMUNICATIONS SDN BHD (Company No: 793634-V)

(formerly known as Y-Max Infra Sdn Bhd)

***************************************************

TENANCY AGREEMENT

***************************************************

YTL Comms_Tenancy Agreement_Tower

THIS AGREEMENT is made the day and year stated in Section 1 of the Schedule.

Between: The party described in Section 2 of the Schedule (hereinafter referred to as “the Landlord”) of the one part And YTL Communications Sdn Bhd (Company No: 793634-V) (formerly known as YMax Max Infra Infra Sdn Sdn Bhd) Bhd),, a privat privatee compan company y with with limited limited liabili liability ty incorp incorporat orated ed in th Malaysia and having its registered office at 11 Floor, Yeoh Tiong Lay Plaza, 55 Jalan Bukit Bintang, 55100 Kuala Lumpur and a place of business at 8 th Floor , One Oriental Place, 1 Jalan Hang Lekiu, 50100 Kuala Lumpur (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”). WHEREAS:

A.

The The Tenan Tenantt is a lice licens nsed ed netw networ ork k facil facilit itie iess provi provide derr and netw networ ork k servi service cess provider under the terms of the Communications and Multimedia Act 1998 (Act 588) and required the installation in various areas throughout the country of telecommunications and related equipment for the purpose of providing the network services.

B.

The The Land Landlo lord rd is is the the regis registe tere red d propr proprie ieto torr of all tha thatt piec piecee of land land,, which which is is more more partic particula ularly rly describ described ed in Sectio Section n 3(a) 3(a) of the Schedu Schedule le (herei (hereinaft nafter er refe referr rred ed to as “the “the Land Land”) ”) toge togeth ther er with with the the buil buildi ding ng,, whic which h is more more particularly particularly described described in Section Section 3(b) of the Schedule Schedule (hereinafter referred to as “the Building”). The Land and the Building shall hereinafter be collectively referred to as “the Property”.

C.

The Tenant is desirous of renting such part of the Building, as more particularly particularly described described in Section Section 3(b) of the Schedule Schedule (hereinafter referred to as “the Demised Premises”) to install the Tenant’s Equipment subject to the terms and conditions herein contained.

NOW IT IS AGREED as follows: 1.

DEFINITIONS AND INTERPRETATION

1.1

In this this Agre Agreem emen ent, t, unles nlesss the the cont contex extt other therwi wisse req require uires, s, the the foll follo owing wing expressions shall have the following meanings: “Appropriat eans any any gove govern rnm menta ental, l, semiemi- or quas uasiAppropriatee Authority Authority” mean governmental and/or statutory departments, agencies or bodies.


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DRAFT (FOR EXTERNAL PARTY)

“Building” mean meanss the the buil buildi ding ng cons constr truc ucte ted d on the the Land Land,, whic which h is more more particularly described in Section 3(b) of the Schedule. “Business Day” means any day which is not a Saturday, Sunday or public holiday in Kuala Lumpur, Malaysia. “Commencement Date” means the commencement date of the tenancy, as stipulated in Section 6 of the Schedule. “Confidential Information” means all information obtained by one Party from the other pursuant to this Agreement, including without limitation the dura duratio tion n of the the Term Term and and the the amou amount nt of the the Mont Monthl hly y Rent Rental, al, which which is expressly marked as confidential or which is manifestly of a confidential nature or which is confirmed in writing to be confidential within seven (7) days of its disclosure. “Demised meanss that that part part of the the Buil Buildi ding ng,, whic which h is more more Demised Premises Premises” mean particularly described in Section 4 of the Schedule. “Deposit” means the Rental Deposit and the Electricity Utility Deposit. “Electricity Utility Deposit” means the sum stipulated in Section 12 of the Schedule. Initial Ter Term m” means the initial duration of the tenancy, as stipulated in “Initial Section 7 of the Schedule. Installation, ion, Commissio Commissioning, ning, Oper Operation ation and Maintena Maintenance nce” mean “Installat means, s, in relatio relation n to the Tenant’ Tenant’ss Equipm Equipment ent,, the instal installat lation ion,, constr construct uction ion,, testin testing, g, commissio commissioning, ning, operation, upgrading upgrading,, maintenance maintenance and, if applicable, applicable, decommissioning, dis-installation and removal, of the Tenant’s Equipment and activities incidental thereto

“Land” means the land, which is more particularly particularly described in Section Section 3(a) of the Schedule. “Monthly Rental ” means the monthly rental sum as stipulated in Section 10 of the Schedule. “Permitted Use” means the use described in Section 5 of the Schedule. “Renewal Term” means an extended or additional duration of the tenancy following the expiry of the Initial Term or (if applicable) a preceding Renewal Term, as stipulated in Section 9 of the Schedule. “Rental Deposit” means the sum stipulated in Section 11 of the Schedule. “Tenant’s Equipment ” means the Tenant’s telecommunications equipment, facilities and/or infrastructure and all other fixtures and articles, which are not the Landlord’s, installed or located at the Demised Premises and (if relevant) other parts of the Property, such as the Tenant’s fittings, machinery, materials,


2

cables and other other equipment necessary or desirable for the Permitted Use. The expr expres essi sion on “Ten “Tenan ant’ t’ss Equi Equipm pmen ent” t” shall shall be unde unders rsto tood od to incl includ udee any any additional Tenant’s Equipment which may be introduced by the Tenant during the subsistence of the Initial Term or, as the case may be, a Renewal Term. “Term” means the Initial Term and any Renewal Term. 1.2 1.2

Wher Wheree a word word or or phras phrasee is giv given en a part particu icula larr meani meaning ng,, othe otherr parts parts of of spee speech ch and gramma grammatica ticall forms forms of that that word word or phrase phrase shall shall have have corres correspon pondin ding g meanings.

1.3 1.3

Refe Referen rence cess to claus clauses es,, sched schedul ules es and and exhib exhibit itss are to claus clauses es of, of, and sche schedu dule less and exhibits to, this Agreement.

1.4 1.4

Head Headin ings gs to cla claus uses es,, sched schedul ules es and and exhib exhibits its are are for for conve conveni nien ence ce only only and and do not affect the interpretation of this Agreement.

1.5

References to a person shall be construed as to include any individual, firm, company, bodies corporate or unincorporated, government, state, Agency or any joint venture, association or partnership (whether or not having separate legal personality) as well as the successors-in-title and permitted assign of that person

1.6

Refe Referen rence cess to any any statu statute te or stat statut utory ory prov provis isio ion n shal shalll be cons constru trued ed as references to the same as it may have been, or may from time to time be, amended, modified or re-enacted;

1.7

Words Words import importing ing the singul singular ar shal shalll inclu include de the the plur plural al and and words words importi importing ng one one gender shall include the other gender;

1.8

A reference to this “Agreement” or any other agreement or document shall be construed as a reference to it as amended or modified from time to time and shall include a reference to any document which amends or modifies it, or is entered into, made or given pursuant to, or in accordance with, its terms

2.

GRANT OF TENANCY

2.1 2.1

The The Landl Landlor ord d hereb hereby y grant grantss and and the the Tena Tenant nt her hereb eby y accep accepts ts a ten tenan ancy cy of of the the Demised Premises together with the use and enjoyment in common with other perso persons ns entitl entitled ed thereto thereto of the entran entrances ces,, stairca staircases ses,, landin landings, gs, corrid corridors ors,, passages, and such parts of the Property as the Tenant may reasonably require for access access and ingres ingresss to and egress egress from from the Demised Demised Premise Premisess for the duration of the Term, which shall commence on the Commencement Date with a Monthly Rental payable, in advance, on or before the 7th day of each month within the Term.

3.

TERM

3.1

The Init Initia iall Term erm of the the tena tenan ncy shal shalll be as sti stipu pula late ted d in Sect Sectio ion n 7 of the the Schedule.


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3.2 3.2

Tena Tenant nt may may termi termina nate te this this Agr Agree eeme ment nt and and surr surren ende derr the Demi Demise sed d Premi Premise sess if the Tenant has not commenced the Installation, Commissioning, Operation and Maintenance of the Tenant’s Equipment by giving five (5) Business Days’ Days’ notice to the Landlord.

3.3

On the date date of term termina inatio tion n and and surren surrender der as as stip stipula ulated ted in the the said said notice notice by by the the Tenant: (a) (a)

this this Agre Agreem emen entt will will term termin inat ate; e; and and

(b)

the the Land Landlo lord rd shal shall, l, with within in seve seven n (7) (7) Busi Busin ness ess Days Days’’ of such such termination, refund to the Tenant any overpayment of rent by paying to the Tenant the amount of the Monthly Rental less such amount of aggregated daily rent as calculated on a pro-rated basis.

3.4 3.4

A term termin inat atio ion n and and surr surren ende derr unde underr clau clause se 3.2 3.2 does does not not affe affect ct eithe eitherr Part Party’ y’ss rights in relation to any cause of action accruing before the termination and surrender.

4.

OPTION OF RENEWAL

4.1 4.1

When When the the Init Initia iall Term Term or, as as the the case case may may be, be, a Rene Renewa wall Term Term expi expire res, s, the the Tenant may, at its option, request to renew the tenancy for the duration(s) as indicated in Section 9 of the Schedule by giving to the Landlord a notice to that effect (“Renewal Notice”) not less than one (1) month before the Initial Term or such Renewal Term expires.

4.2 4.2

Upon Upon rece receiv ivin ing g a Rene Renewa wall Noti Notice, ce, the the Lan Landl dlord ord mus mustt gran grantt a renew renewal al of the the tenancy subject only to agreement between the Parties on the Monthly Rental for the duration of the relevant Renewal Term.

4.3 4.3

The The Mont Monthl hly y Rent Rental al for for a Rene Renewa wall Term Term may be be adju adjust sted ed but but no no upwa upward rd adjustment to the Monthly Rental shall be at a percentage exceeding the maximum rent adjustment percentage specified in Section 8 of the Schedule of the amount of the Monthly Rental payable for the final month of the Initial Term or, as the case may be, the immediately preceding Renewal Term. There shall be no such restrictions in respect of any downward adjustment of the Monthly Rental.

5.

DEPOSIT

5.1 5.1

The The Tenan Tenantt shal shalll pay to to the Lan Landl dlord ord,, upon upon the the execu executi tion on of of this this Agre Agreem emen entt the Rental Deposit and the Electricity Utility Deposit (the receipt of both sums of which the Landlord hereby acknowledges), which respective sums shall be held by the Landlord as a deposit and such deposit shall, in the absence of any breach by the Tenant of the terms and conditions herein contained be refunded to the the Tena Tenant nt free free of inte interes restt upon upon the the term termin inat ation ion of this this Agre Agreem emen entt PROVIDED HOWEVER that the Landlord may:


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(a)

set off against the Rental Deposit any amount of Monthly Rental that are due and payable on the termination of the Agreement; and/or

(b)

set off against the Electricity Utility Deposit any amount of electricity charges that are due and payable on the termination of the Agreement.

6.

ELECTRICITY SUPPLY AND SERVICES

6.1 6.1

If reque request sted ed by the the Tena Tenant, nt, the the Landl Landlord ord mus mustt conne connect ct the the Demis Demised ed Premi Premise ses, s, at Tenant’s cost, to an electricity supply and to install on the Property such earthing apparatus as is necessary for the safe continuous use of the Tenant’s Equipment.

6.2

If reque request sted ed by the the Landl andlo ord, rd, the the Ten Tenant ant will will appl apply y to Ten Tenaga aga Nas Nasiona ionall Berh Berhad ad (“TN (“TNB” B”)) for direc directt conn connec ecti tion on to elect electri ricit city y supp supply ly from from TNB. TNB. Subject to clause 6.3, the electricity supply to the Demised Premises will be separately metered so that the Tenant is directly accountable to TNB for payment of electricity consumed by the Tenant at the Demised Premises. Premises. The Tenant must, unless otherwise agreed, pay all costs associated with the meter.

6.3

If, either: (a) (a) (b)

a dire direct ct conn connec ecti tion on to to elec electr trici icity ty sup suppl ply y from from TNB TNB is is not not feas feasib ible le;; or, or, a direct connection to electricity supply from TNB is feasible but pending the approval by TNB of the Tenant’s application for direct connection to electricity supply from TNB as envisaged in clause 6.2 and actual direct connection to such electricity supply;

the Landlord shall allow the Tenant to use the existing electricity supply to the Building on the following conditions: (i) the Tenant shall install a separate sub-meter to such existing electricity supply; (ii) the Tenant shall lay and connect the appropriate wiring from a suitable point in the Building to the Demised Premises; (iii) the the Tenan enantt shall all carr carry y out out read readin ing gs of the the sub sub-met -meter er periodically together with the Landlord; and the cost of connection and installation shall, unless otherwise (iv) agreed, be borne by the Tenant. The Landlord may then issue an invoice to the Tenant for payment of the relevant electricity charges, which invoice shall be paid by the Tenant within thirty (30) days of Tenant’s receipt of such invoice. 6.4

If requ requeste ested d by the the Tenan enant, t, the the Lan Landlor dlord d must ust allo allow w the the Tenan enant, t, at the the Tenant’s cost, to connect the Demised Premises to any services. The provision of such services to the Demised Premises, if measured by the use of a meter, must must be sepa separat ratel ely y mete metere red. d. The The Tena Tenant nt must must pay pay to the the Appr Approp opria riate te Authority for the connection and all costs associated with the meter for these services.


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7.

TAXES, RATES AND ASSESSMENTS

7.1

The Landlord ord must pay all presen esentt and and future rates, taxes, quit rents, asses assessm sment ents, s, sewerag seweragee charge chargess and outgoi outgoings ngs assoc associat iated ed with with the Land, Land, including the Building and the Demised Premises.

8.

USE OF THE DEMISED PREMISES

8.1

Permitted Use

The Tenant may use the Demised Premises only for the Permitted Use. 8.2

Quiet Enjoyment

The Tenant has a right to quiet enjoyment and possession of the Demised Premis Premises es at all times times throug through h the Term withou withoutt any interrupt interruption ion by the Landlord or any person claiming under or through the Landlord. 8.3

8.4

Other Parts of the Property (a)

The Tenant may use so much of the other parts of the Property as is reasonably required to obtain access to the Demised Premises and for the Installation, Commissioning, Operation and Maintenance of the Tenant’s Equipment during the Term

(b) (b)

The Ten Tenant ant will will make ake goo good any any dama damag ge to such such oth other er part partss of the the Property which the Tenant causes: (i) (i) as soon as pract ractic icab ably ly pos possibl sible; e; and and (ii) (ii) as near near as as pra pract ctica icabl bly y poss possib ible le to to its its state state befo before re suc such h use use;; fair wear and tear excepted.

Cabling and Supports

(a)

(b)

8.5

If requi require red d for for the the Perm Permit itted ted Use, Use, the the Tena Tenant nt may may inst instal all, l, affix affix,, remove, dismantle, maintain, repair, replace and use above or below ground including on the internal and external walls of the Building, cable trays, conduits and cabling to and a nd from the Demised Premises. In exercising its rights under this clause, the Tenant shall: (i) (i) use use its its effo effort rtss not not to cau cause se any any last lastin ing g mate materi rial al dam damag agee to the the Property or cause any permanent material interference with the use of the Property by the Landlord or by any other occupant who has an interest in the Property, which interest was made known to the Tenant prior to the date of this Agreement; and (ii) restore the surface of the Property so used as soon as practicably possible and as near as practicably possible to its state before such use to the Landlord’s reasonable satisfaction, fair wear and tear excepted.

Connections


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8.6

(a) (a)

If any any part partss of of the the Demi Demise sed d Prem Premis ises es do not not conn connect ect with with each each oth other er or or the Demised Premises are partly or wholly on any part of the Building, the Tenant may run above or below-ground cabling, wiring, piping, earthing straps, conduit and support structures over the Property or within or upon the Building as are necessary for the safe, continuous and proper use of the Tenant’s Equipment.

(b) (b)

In exe exerci rcisi sing ng its its rig right htss unde underr claus clausee 8.5( 8.5(a), a), the the Ten Tenan antt shal shalll not not caus causee any material damage to the Land or material permanent interference with the use of the Land by the Landlord or by any other occupant who has an interest in the Land, which interest was made known to the Tenant prior to the date of the Agreement.

Signs (a)

The Tenant may display signs at, on or about the Demised Premises for for oper operat atio iona nall or safe safety ty reas reason onss or as requ requir ired ed by law law or any any Appropriate Authority.

(b)

The Tenant shall ensure that such signs comply with the requirement of any Appropriate Authority.

8.7 Restriction on Use The Tenant shall not use the Demised Premises for any illegal, unlawful or immoral purposes and shall not 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 tenants or occupiers of the Property or any other buildings adjoining the Propert Property y or store store danger dangerous ous,, noxiou noxiouss or inflamm inflammabl ablee subs substan tances ces on the Demi Demise sed d Premi Premise sess excep exceptt only only as may may be reas reason onab ably ly requir required ed for for the the Permitted Use. 9.

SALE OR DISPOSAL OF THE PROPERTY

9.1 9.1

In the the event event the the Landl Landlord ord sha shall ll sel selll or disp dispos osee of the the Demis Demised ed Prem Premis ises es or or the Property during the tenancy hereby granted, such sale or disposal shall be subj subjec ectt to this this tenan tenancy cy and and the the Land Landlo lord rd shal shalll noti notify fy the the Tena Tenant nt of the the prospective sale at least two (2) months prior to the date of the intended sale of the Demised Premises or the Property and procure that any purchaser or transferee of the Demised Premises or the said Property shall duly observe and give effect to all the terms and conditions of this Agreement.

10.

ACCESS

10.1 10.1

The Tena Tenant, nt, or any any of its its employ employees ees,, contrac contractors tors,, agents agents or invi invitee teess may enter enter the Property twenty four (24) hours a day, seven (7) days a week during the Term, to undertake the Permitted Use and to exercise any of its rights and obligations under this Agreement with twenty four (24) hours prior verbal or written notice, and with or without equipment and vehicles.

10.2 10.2

If the Demis Demised ed Premi Premise sess can can only only be acces accesse sed d by a righ rightt of way way or other other


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access right which the Landlord has over the adjoining land, the Landlord must ensure that the Tenant has the right to use and exercise such access right and the means of gaining access including providing the appropriate keys to the Tenant. 11. 11.

INST INSTAL ALLA LATI TION ON,, MAIN MAINTE TENA NANC NCE, E, ALT ALTER ERAT ATIO ION N AND AND REMO REMOVA VAL L

11.1

Installation

The Tenant will, at its cost, install the Tenant’s Equipment at the Demised Premis Premises es in a good good and professi professiona onall manner manner and in compli complianc ancee with with all Appropriate Authority consents. 11.2

Maintenance

Fair wear and tear excepted and subject to inevitable accident and inherent structural defects, the Tenant shall keep in good repair and condition: (a) the Demise Demised d Premise Premises; s; (b)

any sign erected under clause 8.6; and

(c)

any alteration carried out under clause 11.3;

but but noth nothin ing g in this this clau clause se shal shalll obli oblige ge the the Tena Tenant nt to do any any work work of a structural or capital nature unless it is necessary and is due to the Tenant’s negligent act or omission. 11.3

Alteration

The Tenant may, at its cost, install, dis-install, erect, construct, dismantle, repair, replace, renew and maintain: (a )

the Tenant’s Equipment;

(b)

signs erected under clause 8.6; and

(c)

secu securit rity y fenc fencin ing, g, if appr approp opria riate te for for the the secu securi rity ty of the the Demi Demise sed d Premises and/or protection of the Tenant’s Equipment.

In exercising its rights under this clause 11.3, the Tenant must: (a)

comply comply with with the requir requireme ements nts of any Approp Appropriat riatee Author Authority ity and applicable law; and

(b) (b)

not cau cause any any perm perman anen entt mater ateria iall inte interf rfer eren ence ce with with the the use of the the Property by the Landlord or by any other occupant who has an interest in the Property, which interest was made known to the Tenant prior to the date of the Agreement.


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11.4

Removal and Reinstatement Reinstatement

On termination of this Agreement, the Tenant shall: (a) (a)

vacat vacatee and and retu return rn the the Dem Demis ised ed Pre Premis mises es to to the the Land Landlo lord rd in in good good repa repair ir and condition, fair wear and tear excepted;

(b) (b)

remo remove ve all all the the Ten Tenant’ ant’ss Equ Equip ipm ment; ent; and and

(c) (c)

repa repair ir any any dama damage ge cause caused d by by the the remo removal val of the the Ten Tenan ant’ t’ss Equ Equip ipme ment nt..

12. 12.

LAND LANDLO LORD RD’S ’S RIGH RIGHT T TO TO INS INSPE PECT CT AND AND REP REPAI AIR R

12.1 12.1

The Land Landlor lord d may inspe inspect ct the Demi Demised sed Prem Premise isess at any reas reason onabl ablee time with with two (2) Business Days’ prior written notice to the Tenant.

12.2 12.2

The Land Landlord lord may may requir requiree the Tenan Tenantt by written written noti notice ce to repai repairr any dama damage ge to the Site for which the Tenant is liable. If the Tenant does not not carry out the Tenant’s obligations to repair within a reasonable time, the Landlord may carry carry them them out out on the the Tena Tenant nt’s ’s beha behalf lf but but only only after after cons consul ulta tatio tion n and and agreement with the Tenant on the repair cost.

13.

DAMAGE AN AND DE DESTRUCTION

13.1

Rent Reduction

If any part of the Demised Premises or the Property is damaged or destroyed (except where the damage or destruction was caused by the negligence of the Tenant, its employees, contractors, or agents) resulting in the Tenant not being able to use or gain access to the Demised Premises for the Permitted Use: (a) (a)

the the Rent Rent sha shall ll,, from from the the date date that that the the Tena Tenant nt not notif ifie iess the the Land Landlo lord rd of the the dama damage ge or dest destru ruct ctio ion, n, be reduc reduced ed by a reas reason onab able le amou amount nt depending on the nature of the damage; and

(b) (b)

clau clause se 7.2 7.2 sha shall ll not not be be enf enfor orce ceab able le agai agains nstt the the Tena Tenant nt;;

until the Demised Premises is fit for the Permitted Use or, as the case may be, accessible to the Tenant for the Permitted Use. 13.2

Intention to Reinstate

The Landlord must notify the Tenant in writing, no later than one (1) month after the date of the damage occurring, of its intention, either: (a)

to not repair or reinstate the Demised Premises or the Property because the Landlord reasonably considers the repair or reinstatement of the Demised Premises or Property as being impracticable; or

(b) (b)

to repa repair ir or rein reinst stat atee the Dem Demis ised ed Pre Premi mise sess or the the Prope Propert rty, y, in whic which h case the Landlord shall also notify the Tenant of the approximate


9


commencement and completion dates for the repair or reinstatement. If the Demised Premises continues, for a period of thirty (30) days or more after the date of the damage occurring, to be unfit for the Permitted Use or inacces inaccessib sible, le, the Tenant Tenant may terminat terminatee this this Agreem Agreement ent and surren surrender der the Demised Premises without liability. 14. 14.

LAND LANDLO LORD RD’S ’S REPR REPRES ESEN ENTA TAT TIONS IONS,, WARRA ARRANT NTIE IES, S, COVE COVENA NANT NTS S AND UNDERTAKINGS

14.1 14.1

In addit additio ion n to and and not not in dero deroga gati tion on of any any term term of any any othe otherr cove covena nant nt,, undertaking, representation or warranty of the Landlord under this Agreement, the Landlo Landlord rd hereby hereby covena covenant ntss and undert undertake akess with, with, and repres represent entss and warrants to, the Tenant as follows: (a) (a)

to pay pay all pres presen entt and futu future re quit quit rent rent,, rates rates,, taxes taxes,, sewer sewerag agee servi service ce charge, water charges, assessments, maintenance and service charges now now or to be impo impose sed d on or paya payabl blee in resp respec ectt of the the Demi Demise sed d Premises;

(b)

to keep the roof, main structure, walls and the main drains and pipes and the common parts of the said Building in good and tenantable repair and condition. The Tenant may serve upon the Landlord notice in writing specifying any repairs or installations necessary to be done to comply with the Tenant's covenant in the preceding sentence and requiring the Tenant forthwith to execute such repairs or installations and if the Tenant shall not within fourteen (14) days after the service of such notice proceed diligently with the execution of such repairs then it shall be lawful for the Tenant to execute such repairs and/or inst instal alla latio tions ns and and the the cost costss ther thereo eoff shal shalll be a debt debt due due from from the the Landlord to the Tenant and may, at the Tenant’s option, be deducted from the reserved rent payable to the Landlord by the Tenant .

(c)

to allow the Tenant to install or cause to be installed in or on the Demised Premises such equipment and trade and other fixtures as are reasonably necessary necessary for the operation of its business. Such equipment and trade and other fixtures shall remain the personal property of the Tenant and title thereof shall continue and vest in the owner thereof, regardless of the manner in which the same may be attached or affixed to the Demised Premises but shall be removed not later than at the termination of this tenancy.

(d)

to keep the Property, including the Demised Premises, insured at all times throughout the terms of this tenancy against loss or damage by fire, storm, tempest and other risks and special perils normally insured under a policy of office insurance and to make all payments necessary for that purpose and in the event of any destruction or damage to the Demised Premises, unless resulting from some deliberate act of default of the Tenant, to rebuild and reinstate the Demised Premises and if the Demised Premises shall in consequence of such destruction or damage be unfit for occupation or use then to allow in respect of such period of


10

unfitness for occupation or use suspension a pro-rata abatement of the rent rent here hereby by reserv reserved ed.. If the the Demi Demise sed d Premi Premise sess is not rebu rebuilt ilt or reinstated as aforementioned within a period of three (3) months from the date of such destruction or damage then the Tenant shall be at liberty to terminate this tenancy forthwith upon the expiry of the said period of three (3) months and upon such termination neither party shal shalll have have any any clai claims ms agai agains nstt the the othe otherr save save in resp respec ectt of any any antecedent breach and as provided for herein. (e) (e)

that that the the Landl Landlor ord d is the sole sole regi regist ster ered ed prop propri riet etor or and and sole sole benef benefic icia iall owner of the Property and has the full power, right and authority to deal with the Property, including granting to the Tenant the tenancy of the Demised Premises in accordance with this Agreement and that the same same is not subject subject to any leases, leases, tenanc tenancies ies (save for the tenancy tenancy hereby granted), encumbrances, liens, restrictions or defects in title affecti affecting ng or which which will will affect affect advers adversely ely the rights rights granted granted to the Tenant in and by this Tenancy Agreement and that there are no known restri restrictio ctions, ns, covena covenants nts,, zoning zoning or other other regula regulatio tions, ns, bye-la bye-laws ws or ordinances applicable to or affecting the Demised Premises which will prevent or restrict the Tenant from conducting its business.

(f) (f)

that that the the Land Landlo lord rd,, in ent enter erin ing g into into this this Agr Agree eeme men nt, will will not not be in contravention of any law or in breach of any agreement, transaction, arra arrang ngeme ement nt or othe otherr cont contra ract ctua uall oblig obligat atio ion n on the the Land Landlo lord rd's 's part part whatsoever;

(g)

to comply with all bye-laws, regulations and statutory requirements pertaining to the structural condition of the Demised Premises.

(h)

to comply with all the terms and conditions, stipulations, covenants, obliga obligation tionss and agreem agreement entss in any existi existing ng or subse subseque quent nt securi security ty docu docume ment ntss if the the Prop Proper erty ty is made made,, or char charge ged d as, as, a secu securi rity ty for for whatever reason.

(i)

to permit the Tenant to endorse this tenancy on the register document of title to the Property as a tenancy exempt from registration under the provisions of the National Land Code 1965 and the Tenant shall cause to be cancelled such endorsement upon the expiration or termination of this tenancy and all costs incurred in connection therewith will be borne solely by the Tenant.

(j)

to obtain the consent of any mortgagee, chargee or lien-holder of or to the said Property for the grant of this tenancy to the Tenant where such consent is required by law or the terms of any security documents to which the Landlord is subject.

(k)

that that there there is no litigat litigation ion,, arbitr arbitratio ation, n, admini administr strativ ativee or acquis acquisitio ition n proce proceedi eding ng before before any court, court, arbitra arbitrator tor,, govern governmen mental tal author authority ity or agency pending or threatened against the Landlord or the Demised Premises or the Property which would adversely affect the Demised Premises or the Property and/or the performance by the Landlord of its covenants and obligations under this Agreement.


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15.

DEFAULT AND TERMINATION

15.1

Mutual Right to Terminate

This Agreement may be terminated forthwith by either Party on giving notice in writing to the other Party if: (a )

the other Party shall all have a rec receiver or administ istrati ative receiver appointed of it or over any part of its undertaking or assets; or

(b) (b)

the the other other Party Party sha shall ll pas passs a reso resolu luti tion on for for windi winding ng-u -up p (oth (otherw erwis isee than than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); or

(c) (c)

a cour courtt of com compe pete tent nt jur juris isdi dicti ction on sha shall ll mak makee an orde orderr for for wind windin ingg-up up in in respect of the other Party; or

(d) (d)

the the othe otherr Part Party y shal shalll be unab unable le to pay pay its its deb debtt with within in the the mea meani ning ng of of section 218 of the Companies Act 1965; or (e) the other Party shall become subject to an administration order; or

(f) (f)

the the oth other Part Party y shall hall ente enterr into into any any volu volun ntary tary arra arran ngeme gement nt with with its its creditors; or

(g) (g)

the the othe otherr Party Party shall shall ceas ceasee or thr threa eaten ten to cea cease se to carr carry y on busi busine ness ss..

15.2

Landlord’s Right to Terminate

This This Agreem Agreement ent may be terminat terminated ed by the Landlord Landlord by seven seven (7) days’ days’ written notice to the Tenant without any further obligation or liability to the Tenant if: (a) (a)

the the Tenan enantt defau efault ltss in pay paying ing the the Mont Month hly Rent Rent and and such uch defa defau ult continues for more than fourteen (14) Business Days from the date the Monthly Rent becomes due and payable; or

(b) (b)

the the Ten Tenan antt com commi mits ts a mate materia riall brea breach ch of this this Agree Agreeme ment nt;;

and, in either case, the Tenant does not remedy the default or breach within thirty (30) days of written notice from the Landlord Landlord requesting requesting the Tenant to remedy the said default or breach. 15.3

Tenant’s Right to Terminate

This Agreement may be terminated by the Tenant by seven (7) days’ written notice notice to the Landlord Landlord witho without ut any further further obliga obligatio tion n or liabil liability ity to the Landlord if: (a) (a)

the the Lan Landlor dlord d commi ommits ts a mate materi rial al brea breach ch of this this Agre Agreem emen entt and and the the Landlord does not remedy the breach within thirty (30) days of written


12

notice from the Tenant requesting the Landlord to remedy the said breach; or (b) (b)

15.4

in rela relati tion on to to a requ requir ired ed cons consen ent, t, lice licenc ncee or permi permitt for the the Permi Permitt tted ed Use; or the Installation, Commissioning, Operation and Maintenance of the Tenant’s Equipment; or the provision by the Tenant of network facilities or network services: (i) an appl applica icatio tion n to the the Appr Approp opria riate te Aut Autho horit rity y is fina finall lly y reje reject cted ed;; or (ii) (ii) a cons consen ent, t, lic licen ence ce or or perm permit it is gra grant nted ed to to the the Tena Tenant nt on on term termss and conditions unacceptable to the Tenant; or (iii) (iii) a conse consent nt,, licen licence ce or perm permit it is canc cancel elle led, d, lapse lapsess or is othe otherw rwis isee terminated.

Termination Without Cause

Notwithstanding the provisions of clauses 15.1, 15.2 and 15.3, either Party may terminate this Agreement as follows: (a)

in the case of Tenant, by giving at least six (6) months’ prior written notice to the Landlord; and

(b)

in the case of Landlord, by giving at least six (6) months’ prior written notice to the Tenant;

and, save in respect of any prior breaches by any of the Parties and upon the refu refund nd of the the Rent Rental al Depo Deposi sitt and/ and/or or the the Elect Electric ricity ity Util Utility ity Depo Deposi sitt in accordance with clause 5.1, there shall be no further claim by either Party against the other. 15.5

Effect of Termination

Any termination of this Agreement howsoever occasioned shall neither affect any accrued rights or liabilities of either Party up to the date of the termination nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 16.

ASS ASSIGNM IGNME ENT AND AND SUBLE UBLETT TTIING

16.1

Landlord’s consent

The Tenant may assign this Agreement to any third party with the Landlord’s prior written consent, which will not be withheld, if the Tenant demonstrates, to the reasonable satisfaction of the Landlord, that any proposed new tenant is financially secure and intends to use the Demised Premises for the Permitted Use or for anothe anotherr purpos purposee as may be approv approved ed by the Landlo Landlord, rd, acting reasonably. 16.2

Assignment to Related Corporation


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16.3

(a) (a)

Notw Notwit iths hstan tandi ding ng clau clause se 16. 16.1, 1, the the Tena Tenant nt may may ass assig ign n this this Agr Agreem eemen entt or subl sublet et or gran grantt a lice licenc ncee of the the Demi Demise sed d Prem Premis ises es to any any relat related ed corporation (as defined in section 6 of the Companies Act 1965) of the Tenant without the Landlord’s consent being required.

(b) (b)

The Tenan enantt must must giv give the the Land andlord lord writ writte ten n noti notice ce of any any inte intend nded ed assignment or sublease or licence under this clause at least one (1) month before the date of any such assignment or sub-lease or licence.

Infrastructure Infrastructure Sharing with Telecommunications Operators

In the event the Tenant intends, or is required, to share in the use of the Demised Premises or any part(s) thereof or in the use of any of the Tenant’s Equi Equipm pmen entt on the the Demi Demise sed d Prem Premis ises es with with othe otherr telec telecom ommu muni nicat catio ions ns operator(s) or entities appropriately licensed under the Communications and Multimedia Act 1998 (Act 588) (hereinafter collectively, “Licensed Entities”), including co-operating with each other to establish an infrastructure sharing arrangement, or such Licensed Entities request to have their telecommuni telecommunication cationss facilities facilities and/or and/or telecommunic telecommunications ations infrastructu infrastructure re colocated with the Tenant’s Equipment at the Demised Premises, the Tenant shall notify the Landlord of such intention, requirement or request at least one (1) month prior to the anticipated start date of the infrastructure sharing and/or co-location co-location and secure secure the Landlord’s Landlord’s consent consent of the same. same. The Landlord, Landlord, upon receiving the notification and request for consent, shall not unreasonably withhold or delay the granting of such consent and shall, within fourteen (14) days thereof, expressly allow and permit such Licensed Entities to share in the use of the Demised Premises or any part(s) thereof or in the use of the Tena Tenant nt’s ’s Equi Equipm pmen entt or in the the co-lo co-loca cati tion on of thei theirr (Lice (Licens nsed ed Entit Entitie ies’ s’)) telecommunications facilities and/or telecommunications infrastructure with the Tenant’s Equipment at the Demised Premises. 16.4

Licensing of Rights

For the avoidance of doubt, any right expressed as being granted to the Tenant under this Agreement may be sublet or licensed on the terms of this clause 16. 17.

COMPULSORY ACQUISITION

17.1 17.1

The Land Landlord lord here hereby by warran warrants ts and and undert undertake akess to the the Tenant Tenant that that as at the the date of this Agreement, the Landlord has no knowledge nor has any reason to believe that the Property or any part thereof has been acquired or is subject to acquisition by any governmental, statutory, urban or municipal authority or that any advertisement in the Government Gazette of such intention has been published pursuant to either Section 4 or Section 8 of the Land Acquisition Act, 1960 (Act 486) or any other relevant enactment.

17.2 17.2

In the the event event that that the the Landl Landlord ord sha shall ll at any any time time durin during g the Term Term recei receive ve a notice from the Appropriate Authority issued under the Land Acquisition Act 1960 (Act 486) for the acquisition of the Property, the Landlord shall within seven (7) days of the Landlord’s receipt of such notice, notify the Tenant regarding the said notice and provide to the Tenant, on the Tenant’s request, a copy of the said notice.


14

17.2 17.2

The Land Landlor lord d shall shall keep keep the the Tenant Tenant duly duly inform informed ed therea thereafter fter of the the dates dates and times for the carrying out of related enquiries and proceedings and such other matters incidental to the acquisition of the Property and the outcome of such enquiries and proceedings and status of matters incidental thereto.

17.3 17.3

Notw Notwit iths hsta tand ndin ing g anyt anythi hing ng in this this claus clausee 17, the the Tena Tenant nt may, may, upon upon recei receipt pt from the Landlord of the land acquisition notice envisaged in clause 17.1 or upon becoming aware of the intended acquisition of the Property, terminate this Agreement forthwith by notice to the Landlord, with, subject to clause 15.5, no liability to the Landlord.

18.

GENERAL

18.1

Notice

(a)

In writing

Any notice given under this Agreement must be in writing and may be served by:(i) (i) givin iving g to the the oth other Part Party y perso ersona nall lly y; (ii) (ii) send sendin ing g it to the the oth other er Party Party’s ’s facsi facsimi mile le numb number er;; or or (iii (iii)) post postin ing g it to the othe otherr Party Party at the the other other Part Party’ y’ss addre address ss as as stated in this Agreement. A Party may at any time change its address, postal address or facsimile number by written notice to the other Party. Any Any noti notice ce give given n to the the Tena Tenant nt purs pursua uant nt to the the term termss of this this Agreement must be copied to: Head Legal and Regulatory Affairs Department 8th Floor, One Oriental Place, 1 Jalan Hang Lekiu, 50100 Kuala Lumpur (b)

Timing

Any notice given under this Agreement is taken to be received: (i) if hand and deli elivered red, on delivery ery; (ii) (ii) if pos poste ted, d, on the the third third Busi Busine ness ss Day Day aft after er pos posti ting ng;; and and (iii (iii)) if sent sent by facs facsim imil ile, e, when when the the mach machin inee send sendin ing g the the facs facsim imil ilee generates a report showing that the total number of pages of the facsimile were successfully sent to the facsimile number of the addressee. 18.2

Severability

Notwithstanding that the whole or any part of any provision of this Agreement may may prov provee to be illeg illegal al or unen unenfo force rceab able le the the othe otherr prov provis isio ions ns of this this YTL Comms_Tenancy Agreement_Tower

15


Agreement and the remainder of the provision in question shall remain in full force and effect. 18.3

Waiver

No No forb forbea earan rance, ce, dela delay y or indu indulg lgen ence ce by eith either er part party y in enfo enforci rcing ng the the provision provisionss of this Agreement Agreement shall prejudice or restrict restrict the right of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative. 18.4

Confidentiality

Each Party shall treat as confidential all Confidential Information and shall not divulge to any person (except to such Party’s own officers, employees, agent and consultants who need to know the same) without the other Party’s prior written consent provided that this clause shall not extend to information which:

18.5

(a)

is already in or becomes part of the public domain through no fault of or breach of this Agreement by the receiving Party;

(b)

is disclosed to the receiving Party by a third party who is not, to the reas reason onab able le know knowle ledg dgee of the the rece receiv ivin ing g Part Party, y, in brea breach ch of an obligation of confidentiality;

(c)

is already known or independently developed by the receiving Party with withou outt use use of the the Confi onfide dent ntia iall Info Inform rmat atio ion n or brea breach ch of any any obligation of confidentiality, provided that the Receiving Party can demonstrate the same by written records;

(d)

is required to be disclosed by applicable law or by order of a court of competent jurisdiction or by any regulation, rule, order or requirement of any governmental or regulatory authority or securities exchange, provided that the receiving Party shall (if and to the extent extent permitted permitted by law and to the extent reasonably practicable) advise the disclosing Party prior to such disclosure so that the disclosing Party has an opportunity to review and comment on the proposed disclosure and if it wishes to do so (at its own cost), seek to defend, limit or protect against such disclosure, and the receiving Party will disclose only that portion of the Confidential Information which is required to be disclosed.

Costs

(a)

Legal Costs Each Each party party must must bear bear their their own own legal legal cost costss for for the the prep prepar arati ation on,, negotiation and execution of this Agreement.

(b)

Stamp Duty Any stamp duty payable in respect of this Agreement will be borne by the Tenant.


16

18.6

18.7

Governing Law and Jurisdiction (a)

This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

(b)

Any dispute dispute which which may arise betwee between n the Parties Parties concern concerning ing this this Agreement shall be determined by the Malaysian courts and the parties hereby submit to the exclusive jurisdiction of the Malaysian courts for such purpose.

Entire Agreement

This This Agre Agreem emen entt supe supers rsed edes es all all prio priorr agre agreem emen ents ts,, arra arrang ngem emen ents ts and and unders understan tandin dings gs betwee between n the parties parties and const constitut itutes es the entire entire agreem agreement ent betwee between n the Parties relatin relating g to the subject subject matter matter hereof hereof.. No additio addition n or modification to this Agreement shall be binding upon the Parties unless made by a written instrument signed by a duly authorized representative of each of the Parties. 19.

SPECIAL CO CONDITIONS

Any special conditions included in this Agreement will be specified in Section 13 of the the Sche Schedu dule le.. If there there is any any inco incons nsis iste tenc ncy y betw betwee een n any any speci special al condition and the terms contained in the main body of this Agreement, the special condition shall take precedence.

IN WITNES WITNESS S WHEREO WHEREOF F the parties parties hereto hereto or their their respec respectiv tivee duly duly author authorise ised d representative have hereunto set their respective hands the day and year first above written.

Signed by the Landlord in the presence of:

) ) Name: Title:

Name: Title:

Signed by the Tenant in the presence of:

) )


17


Name: Title:

Name: Title: SCHEDULE (to be read and construed as an integral part of this Agreement)

Section

Description

Particulars

1

The day and year of this Agreement

[ Date of the Agreement ]

2

Landlord

Name: Address: Legal Status:

3

(a) Land

[ Particulars Particulars of the Land including Geran no., Lot no., daerah, mukim]

(b) Building

[ Description and Postal Address of Building ]

4

Demised Premises

[ Des Descr crip ipti tion on of actu actual al part part or portion of the Land or Building that is the subject of the tenancy ]

5

Permitted Use

Installation, Commissioning, Operat Operation ion and Mainte Maintenan nance ce of the Tenant’s Equipment

6

Commencement Date

[ Date Date of the commencement of the tenancy created by this Agreement ]


18

7

Initial Term

8

Maximum Rent Adjustment [The cap on the percentage rate for Percentage for Upward Adjustment any agreed agreed upward upward adjustme adjustment nt of the Monthly Rental ]

9

Renewal Term

[3 additional terms of 3 years each – to specify start and end dates of each of the additional terms ]

10

Monthly Rental

[ Rent amount per month ]

11

Rental Deposit

[ Amo Amou unt of rent renta al depos posit securing rental payment ]

12

Electricity Utility Deposit

[ Amount Amount of electricity electricity utility deposit for securing payment of electricity usage charges ]

13

Special Conditions

[conditions that are supplemental to the standard terms and conditions or which which are are inte intende nded d to amend, amend, vary or qualify the T&Cs ]


Three (3) years

for

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EXHIBIT 1 TO THE SCHEDULE Layout Plan of Demised Premises


20

TA_template_for Rooftop Antenna2_final Version (05Aug09) (Clean)

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