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 Y-

Max Infra Sdn Bhd), a private company with limited liability incorporated in
Malaysia and having its registered office at 11th Floor, Yeoh Tiong Lay Plaza, 55
Jalan Bukit Bintang, 55100 Kuala Lumpur and a place of business at 8th 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 Tenant is a licensed network facilities provider and network services

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 Landlord is the registered proprietor of all that piece of land, which is
more particularly described in Section 3(a) of the Schedule (hereinafter
referred to as “the Land”) together with the building, which is more
particularly described in Section 3(b) of the 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 described in Section 3(b) of the 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 Agreement, unless the context otherwise requires, the following
expressions shall have the following meanings:

“Appropriate Authority” means any governmental, semi- or quasi-

governmental and/or statutory departments, agencies or bodies.

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 DRAFT (FOR EXTERNAL PARTY)

“Building” means the building constructed on the Land, which is 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
duration of the Term and the amount of the Monthly Rental, 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 Premises” means that part of the Building, which is more

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 Term” means the initial duration of the tenancy, as stipulated in

Section 7 of the Schedule.

“Installation, Commissioning, Operation and Maintenance” means, in

relation to the Tenant’s Equipment, the installation, construction, testing,
commissioning, operation, upgrading, maintenance and, if applicable, de-
commissioning, dis-installation and removal, of the Tenant’s Equipment and
activities incidental thereto

“Land” means the land, which is more particularly described in 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,

YTL Comms_Tenancy Agreement_Tower 2

 cables and other equipment necessary or desirable for the Permitted Use. The
expression “Tenant’s Equipment” shall be understood to include 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 Where a word or phrase is given a particular meaning, other parts of speech
and grammatical forms of that word or phrase shall have corresponding
meanings.

1.3 References to clauses, schedules and exhibits are to clauses of, and schedules
and exhibits to, this Agreement.

1.4 Headings to clauses, schedules and exhibits are for convenience only 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 References to any statute or statutory provision shall be construed 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 importing the singular shall include the plural and words importing 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 The Landlord hereby grants and the Tenant hereby accepts a tenancy of the
Demised Premises together with the use and enjoyment in common with other
persons entitled thereto of the entrances, staircases, landings, corridors,
passages, and such parts of the Property as the Tenant may reasonably require
for access and ingress to and egress from the Demised Premises 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 Initial Term of the tenancy shall be as stipulated in Section 7 of the
Schedule.

YTL Comms_Tenancy Agreement_Tower 3

 DRAFT (FOR EXTERNAL PARTY)

3.2 Tenant may terminate this Agreement and surrender the Demised Premises if
the Tenant has not commenced the Installation, Commissioning, Operation
and Maintenance of the Tenant’s Equipment by giving five (5) Business Days’
notice to the Landlord.

3.3 On the date of termination and surrender as stipulated in the said notice by the
Tenant:

(a) this Agreement will terminate; and

(b) the Landlord shall, within seven (7) Business Days’ of 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 A termination and surrender under clause 3.2 does not affect either Party’s
rights in relation to any cause of action accruing before the termination and
surrender.

4. OPTION OF RENEWAL

4.1 When the Initial Term or, as the case may be, a Renewal Term expires, 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 Upon receiving a Renewal Notice, the Landlord must grant a renewal of the
tenancy subject only to agreement between the Parties on the Monthly Rental
for the duration of the relevant Renewal Term.

4.3 The Monthly Rental for a Renewal Term may be adjusted but no upward
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 The Tenant shall pay to the Landlord, upon the execution of this Agreement
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 Tenant free of interest upon the termination of this Agreement
PROVIDED HOWEVER that the Landlord may:

YTL Comms_Tenancy Agreement_Tower 4

 (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 If requested by the Tenant, the Landlord must connect the Demised Premises,
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 requested by the Landlord, the Tenant will apply to Tenaga Nasional
Berhad (“TNB”) for direct connection to electricity supply from 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. The
Tenant must, unless otherwise agreed, pay all costs associated with the meter.

6.3 If, either:

(a) a direct connection to electricity supply from TNB is not feasible; or,

(b) 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 Tenant shall carry out readings of the sub-meter
periodically together with the Landlord; and
(iv) the cost of connection and installation shall, unless otherwise
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 requested by the Tenant, the Landlord must allow the Tenant, at 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 be separately metered. The Tenant must pay to the Appropriate
Authority for the connection and all costs associated with the meter for these
services.

YTL Comms_Tenancy Agreement_Tower 5

 DRAFT (FOR EXTERNAL PARTY)

7. TAXES, RATES AND ASSESSMENTS

7.1 The Landlord must pay all present and future rates, taxes, quit rents,
assessments, sewerage charges and outgoings associated with the 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
Premises at all times through the Term without any interruption by the
Landlord or any person claiming under or through the Landlord.

8.3 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) The Tenant will make good any damage to such other parts of the
Property which the Tenant causes:
(i) as soon as practicably possible; and
(ii) as near as practicably possible to its state before such use;
fair wear and tear excepted.

8.4 Cabling and Supports

(a) If required for the Permitted Use, the Tenant may install, 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 from the Demised Premises.

(b) In exercising its rights under this clause, the Tenant shall:
(i) use its efforts not to cause any lasting material damage to 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.

8.5 Connections

YTL Comms_Tenancy Agreement_Tower 6

 (a) If any parts of the Demised Premises do not connect with each other 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) In exercising its rights under clause 8.5(a), the Tenant shall not cause
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.

8.6 Signs

(a) The Tenant may display signs at, on or about the Demised Premises
for operational or safety reasons or as required by law or 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
Property or store dangerous, noxious or inflammable substances on the
Demised Premises except only as may be reasonably required for the
Permitted Use.

9. SALE OR DISPOSAL OF THE PROPERTY

9.1 In the event the Landlord shall sell or dispose of the Demised Premises or the
Property during the tenancy hereby granted, such sale or disposal shall be
subject to this tenancy and the Landlord shall notify the Tenant of 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 The Tenant, or any of its employees, contractors, agents or invitees may 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 If the Demised Premises can only be accessed by a right of way or other

YTL Comms_Tenancy Agreement_Tower 7

 DRAFT (FOR EXTERNAL PARTY)

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. INSTALLATION, MAINTENANCE, ALTERATION AND REMOVAL

11.1 Installation

The Tenant will, at its cost, install the Tenant’s Equipment at the Demised
Premises in a good and professional manner and in compliance 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 Demised Premises;

(b) any sign erected under clause 8.6; and

(c) any alteration carried out under clause 11.3;

but nothing in this clause shall oblige the Tenant to do any 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) security fencing, if appropriate for the security of the Demised

Premises and/or protection of the Tenant’s Equipment.

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

(a) comply with the requirements of any Appropriate Authority and

applicable law; and

(b) not 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 the Agreement.

YTL Comms_Tenancy Agreement_Tower 8

11.4 Removal and Reinstatement

On termination of this Agreement, the Tenant shall:

(a) vacate and return the Demised Premises to the Landlord in good repair
and condition, fair wear and tear excepted;

(b) remove all the Tenant’s Equipment; and

(c) repair any damage caused by the removal of the Tenant’s Equipment.

12. LANDLORD’S RIGHT TO INSPECT AND REPAIR

12.1 The Landlord may inspect the Demised Premises at any reasonable time with
two (2) Business Days’ prior written notice to the Tenant.

12.2 The Landlord may require the Tenant by written notice to repair any damage
to the Site for which the Tenant is liable. If the Tenant does not carry out the
Tenant’s obligations to repair within a reasonable time, the Landlord may
carry them out on the Tenant’s behalf but only after consultation and
agreement with the Tenant on the repair cost.

13. DAMAGE AND 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) the Rent shall, from the date that the Tenant notifies the Landlord of
the damage or destruction, be reduced by a reasonable amount
depending on the nature of the damage; and

(b) clause 7.2 shall not be enforceable against the Tenant;

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) to repair or reinstate the Demised Premises or the Property, in which

case the Landlord shall also notify the Tenant of the approximate

YTL Comms_Tenancy Agreement_Tower 9

 DRAFT (FOR EXTERNAL PARTY)

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
inaccessible, the Tenant may terminate this Agreement and surrender the
Demised Premises without liability.

14. LANDLORD’S REPRESENTATIONS, WARRANTIES, COVENANTS

AND UNDERTAKINGS

14.1 In addition to and not in derogation of any term of any other covenant,
undertaking, representation or warranty of the Landlord under this Agreement,
the Landlord hereby covenants and undertakes with, and represents and
warrants to, the Tenant as follows:

(a) to pay all present and future quit rent, rates, taxes, sewerage service
charge, water charges, assessments, maintenance and service charges
now or to be imposed on or payable in respect of the Demised
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
installations and the costs thereof shall be a debt due from 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 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

YTL Comms_Tenancy Agreement_Tower 10

 unfitness for occupation or use suspension a pro-rata abatement of the
rent hereby reserved. If the Demised Premises is not rebuilt 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
shall have any claims against the other save in respect of any
antecedent breach and as provided for herein.

(e) that the Landlord is the sole registered proprietor and sole beneficial
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 is not subject to any leases, tenancies (save for the tenancy
hereby granted), encumbrances, liens, restrictions or defects in title
affecting or which will affect adversely the rights granted to the
Tenant in and by this Tenancy Agreement and that there are no known
restrictions, covenants, zoning or other regulations, bye-laws or
ordinances applicable to or affecting the Demised Premises which will
prevent or restrict the Tenant from conducting its business.

(f) that the Landlord, in entering into this Agreement, will not be in
contravention of any law or in breach of any agreement, transaction,
arrangement or other contractual obligation on the Landlord's 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,
obligations and agreements in any existing or subsequent security
documents if the Property is made, or charged as, a security 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 there is no litigation, arbitration, administrative or acquisition

proceeding before any court, arbitrator, governmental authority 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.

YTL Comms_Tenancy Agreement_Tower 11

 DRAFT (FOR EXTERNAL PARTY)

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 have a receiver or administrative receiver

appointed of it or over any part of its undertaking or assets; or

(b) the other Party shall pass a resolution for winding-up (otherwise than
for the purpose of a bona fide scheme of solvent amalgamation or
reconstruction); or

(c) a court of competent jurisdiction shall make an order for winding-up in

respect of the other Party; or

(d) the other Party shall be unable to pay its debt within the meaning of
section 218 of the Companies Act 1965; or

(e) the other Party shall become subject to an administration order; or

(f) the other Party shall enter into any voluntary arrangement with its
creditors; or

(g) the other Party shall cease or threaten to cease to carry on business.

15.2 Landlord’s Right to Terminate

This Agreement may be terminated by the Landlord by seven (7) days’

written notice to the Tenant without any further obligation or liability to the
Tenant if:

(a) the Tenant defaults in paying the Monthly Rent and such default
continues for more than fourteen (14) Business Days from the date the
Monthly Rent becomes due and payable; or

(b) the Tenant commits a material breach of this Agreement;

and, in either case, the Tenant does not remedy the default or breach within
thirty (30) days of written notice from the Landlord 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 to the Landlord without any further obligation or liability to the
Landlord if:

(a) the Landlord commits a material breach of this Agreement and the
Landlord does not remedy the breach within thirty (30) days of written

YTL Comms_Tenancy Agreement_Tower 12

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

(b) in relation to a required consent, licence or permit for the Permitted

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 application to the Appropriate Authority is finally rejected;
or
(ii) a consent, licence or permit is granted to the Tenant on terms
and conditions unacceptable to the Tenant; or
(iii) a consent, licence or permit is cancelled, lapses or is otherwise
terminated.

15.4 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
refund of the Rental Deposit and/or the Electricity Utility Deposit 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. ASSIGNMENT AND SUBLETTING

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 another purpose as may be approved by the Landlord, acting
reasonably.

16.2 Assignment to Related Corporation

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 DRAFT (FOR EXTERNAL PARTY)

(a) Notwithstanding clause 16.1, the Tenant may assign this Agreement or
sublet or grant a licence of the Demised Premises to any related
corporation (as defined in section 6 of the Companies Act 1965) of the
Tenant without the Landlord’s consent being required.

(b) The Tenant must give the Landlord written notice of any intended
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.

16.3 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
Equipment on the Demised Premises with other telecommunications
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
telecommunications facilities and/or telecommunications infrastructure co-
located 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 and secure the Landlord’s consent of the same. The 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
Tenant’s Equipment or in the co-location of their (Licensed Entities’)
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 The Landlord hereby warrants and undertakes to the Tenant that as at 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 In the event that the Landlord shall at any time during the Term receive 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.

YTL Comms_Tenancy Agreement_Tower 14

17.2 The Landlord shall keep the Tenant duly informed thereafter of the 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 Notwithstanding anything in this clause 17, the Tenant may, upon receipt
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) giving to the other Party personally;
(ii) sending it to the other Party’s facsimile number; or
(iii) posting it to the other Party at the other Party’s address 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 notice given to the Tenant pursuant to the terms of 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 delivered, on delivery;
(ii) if posted, on the third Business Day after posting; and
(iii) if sent by facsimile, when the machine sending the facsimile
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 prove to be illegal or unenforceable the other provisions of this

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 DRAFT (FOR EXTERNAL PARTY)

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

18.3 Waiver

No forbearance, delay or indulgence by either party in enforcing the

provisions of this Agreement shall prejudice or 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:

(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
reasonable knowledge of the receiving Party, in breach of an
obligation of confidentiality;

(c) is already known or independently developed by the receiving Party

without use of the Confidential Information or breach of 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 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.

18.5 Costs

(a) Legal Costs

Each party must bear their own legal costs for the preparation,
negotiation and execution of this Agreement.

(b) Stamp Duty

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

YTL Comms_Tenancy Agreement_Tower 16

18.6 Governing Law and Jurisdiction

(a) This Agreement shall be governed by and construed in accordance

with the laws of Malaysia.

(b) Any dispute which may arise between the Parties concerning 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.

18.7 Entire Agreement

This Agreement supersedes all prior agreements, arrangements and

understandings between the parties and constitutes the entire agreement
between the Parties relating to the subject matter hereof. No addition 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 CONDITIONS

Any special conditions included in this Agreement will be specified in Section

13 of the Schedule. If there is any inconsistency between any special
condition and the terms contained in the main body of this Agreement, the
special condition shall take precedence.

IN WITNESS WHEREOF the parties hereto or their respective duly authorised

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: )

YTL Comms_Tenancy Agreement_Tower 17

 DRAFT (FOR EXTERNAL PARTY)

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 of the Land including

Geran no., Lot no., daerah, mukim]

(b) Building [Description and Postal Address of

Building]

4 Demised Premises [Description of actual part or

portion of the Land or Building that
is the subject of the tenancy]

5 Permitted Use Installation, Commissioning,

Operation and Maintenance of the
Tenant’s Equipment

6 Commencement Date [Date of the commencement of the

tenancy created by this Agreement]

YTL Comms_Tenancy Agreement_Tower 18

 7 Initial Term Three (3) years

8 Maximum Rent Adjustment [The cap on the percentage rate for

Percentage for Upward Adjustment any agreed upward adjustment 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 [Amount of rental deposit for

securing rental payment]

12 Electricity Utility Deposit [Amount of 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 are intended to amend,
vary or qualify the T&Cs]

YTL Comms_Tenancy Agreement_Tower 19

 DRAFT (FOR EXTERNAL PARTY)

EXHIBIT 1 TO THE SCHEDULE

Layout Plan of Demised Premises

YTL Comms_Tenancy Agreement_Tower 20