Exhibit 10.11
Dated the 1st day of December 2006
UMW ACE(L)LTD.
UMW CHINA VENTURES (L) LTD.
and
FIRST SPACE HOLDINGS LIMITED
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DEED OF ASSIGNMENT
relating to the promissory note
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DIBB ▇▇▇▇▇▇ ▇▇▇▇▇
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Tel: (▇▇▇) ▇▇▇▇ ▇▇▇▇
Fax: (▇▇▇) ▇▇▇▇ ▇▇▇▇
Ref: MML.EC.2682.001
THIS DEED OF ASSIGNMENT is made on the 1st day of December 2006 AND GIVEN BY
(1) UMW ACE (L) LTD., a company incorporated in Malaysia whose registered
office is at whose registered office is situate at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇ (the "Assignor")
IN FAVOUR OF
(2) UMW CHINA VENTURES (L) LTD., a company incorporated in Malaysia whose
registered office is at whose registered office is situate at ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇ (the
"ASSIGNEE"); and
WITH THE CONSENT OF
(3) FIRST SPACE HOLDINGS LIMITED, a company incorporated in the British Virgin
Islands with limited liability, whose registered office is situate at P.O.
Box 3321, Drake ▇▇▇▇▇▇▇▇, Road Town, Tortola, British Virgin Islands (the
"DEBTOR").
WHEREAS :-
(A) The Debtor is indebted to the Assignor in the amount US$14,205,148.12 (the
"Indebtedness") and on 1st December 2006 the Debtor executed a promissory
note in favour of the Assignor in relation to the Indebtedness
("Promissory Note").
(B) The Assignor has agreed to assign its right, title, benefit and interest
in and to the Promissory Note to the Assignee on the terms and conditions
of this Deed.
NOW THIS DEED WITNESSETH AS FOLLOWS :-
1. The Assignor as beneficial owner hereby assigns to the Assignee all of its
right, title, benefit and interest in and to the Promissory Note together
with all rights attached, accrued or accruing thereto as at the date
hereof and to hold the same unto the Assignee absolutely.
2. (a) The Debtor hereby acknowledges and confirms that as from the date
hereof, the Indebtedness are owed to the Assignee and the Assignee
is entitled to require repayment of all or part of the Indebtedness
pursuant to the terms of the Promissory Note.
(b) The Debtor agrees and consents to the foregoing and further
undertakes to the Assignee that it will henceforth make all payments
of the Indebtedness and discharge all its obligations in respect
thereof to the Assignee directly instead of to the Assignor pursuant
to the terms of the Promissory Note.
3. The Assignor represents and warrants to the Assignee that :-
(a) immediately prior to the execution of this Deed and the assignment
hereunder becoming effective, the Debtor is indebted to the Assignor
in the full amount of the Indebtedness;
(b) it has not assigned or charged or otherwise encumbered its right,
interest, benefit or title to the Indebtedness in favour of any
third party; and
(c) it has the full power and authority to enter into and perform this
Deed.
4. This Deed shall be governed by and construed in all respects in accordance
with the laws of the Hong Kong Special Administrative Region of the
People's Republic of China ("Hong Kong") and the parties hereto submit to
the non-exclusive jurisdiction of the Hong Kong Courts.
IN WITNESS whereof this Deed of Assignment has been duly excuted under and on
the date first above written.
SEALED with the Common Seal of )
UMW ACE (L) LTD. ) /s/_______________________(seal)
and SIGNED by )
In the presence of:- )
/s/________________________
SEALED with the Common Seal of )
UMW CHINA VENTURES (L) LTD. ) /s/_______________________(seal)
and SIGNED by )
In the presence of:- )
/s/________________________
SEALED with the Common Seal of )
FIRST SPACE HOLDINGS LIMITED ) /s/_______________________(seal)
and SIGNED by )
In the presence of:- )
/s/________________________