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Tenancy Agreement

 

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Title:

Tenancy Agreement

Entities:

Agilent Technologies Inc.; Sento Corp.

Date:

2006

Size:

49KB total

Price:

$32

ID:

#2625499

 

 

► Leasing ► Tenancy Agreements
► Technology ► Computer Networks
► Technology ► Electronic Instruments & Controls

 

 

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PENANG PRIMARY PARCEL
EXECUTION VERSION
TENANCY AGREEMENT
BY AND BETWEEN
AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD.
(Landlord)
AND
AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD.
(Tenant)

 


 

TENANCY SUMMARY
     
Tenancy Date:
  October 24, 2005
 
   
Landlord:
  Agilent Technologies (Malaysia) Sdn. Bhd., a Malaysian corporation/company
 
   
Landlord Contact:
  Agilent Technologies (Malaysia) Sdn. Bhd.
 
  Bayan Lepas Free Industrial Zone
 
  11900 Bayan Lepas, Penang, Malaysia
 
  Attention: Workplace Services Manager
 
   
Tenant:
  Avago Technologies (Malaysia) Sdn. Bhd., a Malaysian corporation/company
 
   
Tenant Contact:
  Avago Technologies (Malaysia) Sdn. Bhd.
 
  Bayan Lepas Free Industrial Zone
 
  11900 Bayan Lepas, Penang, Malaysia
 
  Attention: Kong-Beng Song
 
   
Premises:
  Those certain premises located at Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia, as more particularly described on the site map attached hereto as Exhibit A (the Site Map), consisting of the Premises Land (as defined in the Tenancy Agreement) together with all Improvements (as defined in the Tenancy Agreement) from time to time located therein which includes, without limitation, Buildings 1, 2 and 3 as identified on the Site Map (which buildings are deemed to contain approximately 401,000 gross square feet or 37,253 gross square meters), and Appurtenant Easements and Rights (as defined in the Tenancy Agreement).
 
   
Tenancy Term:
  The period of time commencing on the Commencement Date and ending at midnight on the Final Expiration Date, unless sooner terminated as provided in the Tenancy Agreement.
 
   
Permitted Use:
  All lawful purposes.
 
   
Address for Notices:
  Landlord:
 
   
 
  Agilent Technologies (Malaysia) Sdn. Bhd.
 
  Bayan Lepas Free Industrial Zone
 
  11900 Bayan Lepas, Penang
 
  Malaysia

 


 

     
 
  Attention: Mr. Seah Teoh-Teh
 
  Facsimile: +65 6822-8407
 
   
 
  With copy to:
 
   
 
  Agilent Technologies, Inc.
 
  395 Page Mill Road
 
  Palo Alto, CA 94306
 
  United States of America
 
  Attention: General Counsel
 
  Facsimile: +1 650 752 5742
 
   
 
  Tenant:
 
   
 
  Avago Technologies Pte. Limited
 
  1 Yishun Avenue 7
 
  Singapore 768923
 
  Attention: Bian-Ee Tan
 
   
 
  With copies to:
 
   
 
  Avago Technologies (Malaysia) Sdn. Bhd.
 
  Bayan Lepas Free Industrial Zone
 
  11900 Bayan Lepas, Penang
 
  Malaysia
 
  Attention: Kong-Beng Song
 
   
 
  Kohlberg Kravis Roberts & Co.
 
  9 West 57th St., Ste. 4200
 
  New York, NY 10019
 
  United States of America
 
  Attention: William Cornog
     Each reference in the Tenancy Agreement to the terms stated above shall incorporate the applicable terms from this Tenancy Summary. In the event of any conflict between this Tenancy Summary and the Tenancy Agreement, the Tenancy Agreement shall control.

3


 

TENANCY AGREEMENT
     THIS TENANCY AGREEMENT (Tenancy Agreement or Agreement), dated this 24th day of October, 2005, is made by and between AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD., a company organized under the laws of Malaysia and having its registered address at Suite 1005, 10th Floor, Wisma Hamzah-Kwong Hing, No. 1, Leboh Ampang, 50100 Kuala Lumpur, Malaysia (Landlord), and AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (formerly known as Jumbo Portfolio Sdn. Bhd.), a company organized under the laws of Malaysia and having its registered address at Level 18, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara 50490 Kuala Lumpur, Malaysia (Tenant) (each of Landlord and Tenant being a Party and collectively, the Parties).
RECITALS:
     A. Agilent Technologies, Inc., a Delaware corporation (Agilent), and Avago Technologies Pte. Limited. (formerly known as Argos Acquisition Pte. Ltd.), a Singapore private limited company (Avago), have entered into that certain Asset Purchase Agreement dated as of August 14, 2005 (as such may be amended from time to time, the APA), pursuant to which Agilent has agreed to sell to Avago its semiconductor products business and related operations, subject to the terms and conditions set forth in the APA and the local asset transfer agreement to be entered into between, among others, the Parties in connection therewith (the LATA) (collectively, the transactions contemplated thereby, the Business Sale).
     B. Pursuant to the APA, Landlord intends (i) to secure the subdivision of the Land into the Premises Land and Landlords Remaining Parcel, (ii) to cause the land title to the Premises Land to be transferred to Tenant pursuant to appropriate action and relevant Approvals, (iii) to then convey the Premises Land and Improvements to Tenant pursuant to the SPA and the other Related Agreement(s), and (iv) in the event that relevant Approvals cannot be obtained for such subdivision and transfer, to lease the Premises to Tenant for the balance of Landlords leasehold term for the Land.
     C. In connection with the foregoing and pursuant to the APA, the Parties intend to enter into the Related Agreements setting forth the Parties respective rights with respect to (i) the proposed subdivision and sale of the Premises Land and Improvements, (ii) the shared use of certain facilities, regardless of whether such facilities are located on the Premises Land or Landlords Remaining Parcel, (iii) the maintenance, repair, replacement and operation of the Complex, (iv) the granting of certain perpetual easements relating to certain utilities, cross-access and related rights, (v) rights and duties regarding same and (vi) various other aspects pertaining to the Complex, all as further set forth in the respective Related Agreement.
     D. Such subdivision and transfer of the Premises Land and Improvements cannot be consummated by the Closing Date. Accordingly and in connection therewith, pursuant to the APA, Landlord has agreed to grant to Tenant a tenancy in the Premises pursuant to the terms and conditions set forth herein.

1


 

AGREEMENT:
1. DEFINITIONS: Any term that is given a special meaning by this Section 1 or by any other provision of this Tenancy Agreement (including the exhibits attached hereto) shall have such meaning when used in this Tenancy Agreement or any addendum or amendment hereto.
  1.1   APA: shall have the meaning ascribed in the Recitals.
 
  1.2   Appropriate Authorities: means any governmental, semi or quasi-governmental and/or statutory departments, agencies and bodies including but not limited to the Penang Municipal Council, the Penang Development Corporation, the Penang State Authority and the Penang Land Office.
 
  1.3   Approvals: means the following approvals of the Appropriate Authorities for:
  (a)   the conversion of HSD 18825 PT 1687 Mukim 12 Daerah Barat Daya, Penang into final title;
 
  (b)   the subdivision of the master title of the Land pursuant to the terms of this Tenancy Agreement and the Related Agreements;
 
  (c)   the transfer of the Premises Land to Tenant; and
 
  (d)   any other conditions imposed by the Appropriate Authorities from time to time and/or as a condition to issuance of any Approvals.
  1.4   Appurtenant Easements and Rights: means any and all rights, benefits, easements, licenses, permits and similar interests whether personal to Tenant, its successors and assigns or which run with the Premises Land pursuant to any of the Related Agreements.
 
  1.5   Closing: shall have the meaning ascribed in the LATA. 1.6 Closing Date: shall have the meaning ascribed in the LATA.
 
  1.7   Commencement Date: means the Closing Date.
 
  1.8   Common Area: means those areas and facilities within each of the Premises Land and Landlords Remaining Parcel as Landlord and Tenant shall designate as common areas under the Related Agreements.
 
  1.9   Complex: means that real estate development more particularly situated on the Land, consisting as of the date hereof of eight (8) buildings (which in the aggregate are deemed to contain approximately 1,232,134 gross square feet or 114,465 gross square meters), a sports complex, automobile parking areas and bus bays and other ancillary Improvements of which the Premises are a part, as more particularly shown and described on the site map attached as Exhibit A hereto and made a part hereof (the Site Map).

2


 

  1.10   Coordinating Committee: shall have the meaning ascribed in Section 14.1.
 
  1.11   Damages: means any and all losses, settlements, expenses, liabilities, obligations, claims, damages (including any governmental penalty or costs of investigation, clean-up and remediation), deficiencies, royalties, interest, costs and expenses (including reasonable attorneys fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened incident to the successful enforcement of this Agreement), the extent of which are recoverable under Law.
 
  1.12   Date of Completion of Premises Transfer: means the date of registration of Tenant as the registered proprietor of the leasehold interest over the Premises Land pursuant to the NLC.
 
  1.13   Endorsement of Tenancy: means to endorse Tenants interest over the Land pursuant to this Tenancy Agreement on the registered document of title of the Land with the Penang Land Office pursuant to Section 316 of the NLC upon execution of this Tenancy Agreement.
 
  1.14   Extension Term: shall have the meaning ascribed in Section 3.
 
  1.15   Final Expiration Date: means the earlier to occur of (i) June 27, 2045 (subject to extension from time to time, but without any obligation on Landlord to obtain such extension if and as the underlying land grant from the Penang Development Corporation which is inclusive of the Premises Land is included), or (ii) the Date of Completion of Premises Transfer.
 
  1.16   Improvements: means all buildings, structures, improvements, additions, alterations, and fixtures installed in, on or about the Land, Premises Land or Landlords Remaining Parcel, as applicable, including, without limitation, buildings, landscaping, parking areas, bus bays and roads.
 
  1.17   Initial Tenancy Term: shall have the meaning ascribed in Section 3.
 
  1.18   Land: means the two pieces of land bearing title details HSD 18825 PT 1687 and PN 2826 Lot 4585, both of Mukim 12 Daerah Barat Daya, Penang on which the Complex is situated together with all conditions attached to the issue document of title.
 
  1.19   Landlord: shall have the meaning ascribed in the introductory paragraph.
 
  1.20   Landlords Agents: means the agents, employees, sublandlords, if any, and assigns (and their respective agents and employees) of Landlord.
 
  1.21   Landlords Remaining Parcel: means that portion of the Land not constituting part of the Premises Land and as set forth on the Site Map.
 
  1.22   LATA: shall have the meaning ascribed in the Recitals.

3


 


 
  1.23   Law: means any present or future judicial decision, statute, constitution, ordinance, resolution, regulation, rule or administrative order, of any local or state governmental authority of Malaysia having jurisdiction over the Parties, the Premises, Landlords Remaining Parcel or the Complex.
 
  1.24   Lien: means any lien, charge, claim, agreement to sell, pledge, security interest, judgment, conditional sale agreement or other title retention agreement, finance lease, mortgage, security agreement, right of first refusal or offer (or other similar right), option, restriction, tenancy, license, covenant, encroachment (whether upon any real property or by any improvement situated on any real property onto any adjoining real property or onto any easement area), right of way, easement, title defect or other encumbrance or title matter.
 
  1.25   Liquidator: means a person who conducts the winding-up of a company and includes Official Receiver and qualified insolvency practitioner appointed by the Malaysian Court.

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