1
EXHIBIT 10.13
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DATED November 29, 1998
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TURBO TOP LIMITED
as Landlord
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ (ASIA) FINANCE
as Tenant
----------------------------------------------
AGREEMENT FOR LEASE
relating to
Part of the 59th Floor and the whole of the ▇▇▇▇, ▇▇▇▇,
▇▇▇▇, ▇▇▇▇, 65th, 66th, 67th and 68th Floors
▇▇▇▇▇▇ Kong Center, Queen's Road Central,
(Inland Lot No.8887)
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▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
================================================================================
2
DATED November 12 1998
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TURBO TOP LIMITED
as Landlord
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ (ASIA) FINANCE
as Tenant
----------------------------------------------
AGREEMENT FOR LEASE
relating to
Part of the 59th Floor and the whole of the ▇▇▇▇,
▇▇▇▇, ▇▇▇▇, ▇▇▇▇, 65th, 66th, 67th and 68th Floors
▇▇▇▇▇▇ Kong Center, Queen's Road Central,
(Inland Lot No.8887)
----------------------------------------------
Registered at the
Land Registry
by
Memorial No.
on
P. Land Officer.
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Solicitors
1401 ▇▇▇▇▇▇▇▇▇ House
Hong Kong
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CONTENTS
Number Clause Heading Page
------ -------------- ----
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions ................................................. 1
1.2 Interpretation .............................................. 1
2. LEASE
2.1 Start Date .................................................. 2
2.2 Completion of Lease ......................................... 2
3. GUARANTEE ......................................................... 2
4. TITLE ............................................................. 2
4.1 No Requisitions ............................................. 2
4.2 Matters to which Lease is subject ........................... 2
5. NO ASSIGNMENT ..................................................... 2
6. NO POSSESSION
6.1 Executory Agreement ......................................... 3
6.2 No Occupation ............................................... 3
7. LEGAL COSTS, STAMP DUTY AND OTHER FEES ............................ 3
8. NO MERGER ......................................................... 3
9. MISCELLANEOUS
9.1 Waiver ...................................................... 3
9.2 Notices ..................................................... 3
9.3 Illegality or Unenforceability .............................. 4
9.4 Amendments .................................................. 4
9.5 No Warranties ............................................... 4
10. GOVERNING LAW AND ARBITRATION
10.1 Governing Law ............................................... 5
10.2 Dispute Resolution .......................................... 5
Signatures ................................................................ 6
Schedule
4
THIS AGREEMENT FOR LEASE is made 1998
BETWEEN:
(1) TURBO TOP LIMITED whose registered office is at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the "Landlord");
(2) ▇▇▇▇▇▇▇ SACHS (ASIA) FINANCE whose principal place of business in Hong
Kong is at 37th Floor, Asia Pacific Finance Tower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the "Tenant").
WHEREAS:
(1) The Landlord is the registered owner of the land registered in the Land
Registry as Inland Lot No.8887 upon which the Building is now in the
course of being constructed.
(2) The Landlord and the Tenant have agreed to enter into the Lease on the
terms and conditions contained in this Agreement.
NOW IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 Definitions. In this Agreement:
"Building" means the building, structures and erections from time to time
on the land registered in the Land Registry as Inland Lot No.8887;
"Lease" means a lease of the Premises to be entered into between the
Landlord and the Tenant in the form of the draft set out in the Schedule;
"Premises" means all those office units being part of the 59th floor and
the whole of the ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, 65th, 66th, 67th and 68th floors
of the Building which are more particularly described in the Lease.
1.2 Interpretation. In this Agreement:
(a) words importing the singular include the plural and vice versa;
(b) words importing any gender include every gender;
(c) words importing persons include firms, companies and corporations
and vice versa;
(d) references to Clauses and the Schedule are references to the
relevant clause in or the schedule to this Agreement;
(e) the headings of the index, Clauses, the Schedule and paragraphs
shall not affect the interpretation of this Agreement;
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(f) references to any obligation on any person to do any act or thing
include an obligation to procure that act or thing to be done by
another person;
(g) references to the "Building" and the "Premises" are references to
each and every part thereof.
2. Lease
2.1 Start Date. The Landlord and Tenant shall enter into the Lease for a term
of 12 years starting on 1 January 2000.
2.2 Completion of Lease.
(a) The Landlord shall deliver the engrossed Lease to the Tenant or its
solicitors not later than 1 December 1999.
(b) The Tenant shall return the duly executed and attested Lease to the
Landlord or its solicitors within 7 days of delivery of the
engrossment to the Tenant or its solicitors.
(c) Subject to Clause 2.2(b), the Lease shall be executed and delivered
on or before 1 January 2000.
3. Guarantee
On or before 5 days from the date hereof, the Tenant shall deliver to the
Landlord an on-demand bank guarantee for an aggregate amount equal to
HK$23,864,750 from a bank first approved by the Landlord (such approval
not to be unreasonably withheld) and in a form reasonably required by the
Landlord.
4. Title
4.1 No Requisitions. The Tenant shall assume the right of the Landlord to
grant the Lease and shall not require any evidence of or raise any
objection, requisition or inquiry in respect of the Landlord's title to
the Premises or the Building.
4.2 Matters to which Lease is subject. The Tenant has entered into this
Agreement with notice of the matters set out or referred to in the Lease
subject to which the Premises shall be demised and shall raise no
objection, requisition or inquiry in respect of them.
5. No Assignment
The Tenant shall not assign, transfer, charge or otherwise deal with the
benefit of this Agreement in whole or in part and the Landlord shall not
be obliged to grant the Lease to any person other than the Tenant.
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6. No Possession
6.1 Executory Agreement. This Agreement is an executory agreement only and
shall not operate or be deemed to operate as a demise of the Premises.
6.2 No Occupation. The Tenant shall not be entitled to occupation or
possession of the Premises until the Lease has been executed and
delivered.
7. Legal Costs, Stamp Duty and other fees
Each party shall bear its own legal costs incidental to the negotiation,
preparation and completion of this Agreement and the Lease. The stamp duty
and registration fee (if any) for this Agreement, the Lease and their
counterparts shall be borne by the parties in equal shares.
8. No Merger
To the extent that they remain to be observed and performed, all the
provisions of this Agreement shall continue in full force and effect
notwithstanding completion of the Lease.
9. Miscellaneous
9.1 Waiver.
(a) No condoning, excusing or overlooking by any party of any default or
breach on the part of another, and no failure or delay by any party
in exercising any right, power or privilege provided by law or under
this Agreement, shall operate as a waiver of such right, power or
remedy, nor shall any single or partial exercise preclude any other
or further exercise thereof or the exercise or enforcement of any
other right, power or privilege. The rights, powers and remedies
provided in this Agreement are cumulative and not exclusive of any
rights, powers and remedies provided by law.
(b) No waiver of any right, power or remedy of any party and no consent
by any party shall:
(i) be valid unless signed by such party in writing and containing
an express statement that it is a waiver pursuant to this
Clause 9.1(b); and
(ii) be inferred from or implied by anything done or omitted to be
done by the relevant party unless expressed in writing and
agreed by it.
9.2 Notices
(a) Any notice, demand or other communication to the Tenant in
connection herewith shall be sent to it at its principal place of
business in Hong Kong or at such other address in Hong Kong as may
have been notified by the Tenant to the Landlord in accordance with
this Clause 9.2.
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(b) Any notice, demand or other communication to the Landlord in
connection herewith shall be sent to it at its registered office or
at such other address in Hong Kong as may have been notified by the
Landlord to the Tenant in accordance with this Clause 9.2.
(c) Any notice, demand or other communication required to be served
under this Agreement shall be in writing delivered personally or by
prepaid letter or facsimile transmission, confirmed (in the case of
a facsimile transmission) by letter delivered personally or sent by
prepaid mail within 24 hours of despatch of such facsimile
transmission provided that no failure to deliver or despatch and no
delay in delivering or despatching such confirmatory letter shall
affect the original notice given.
(d) Any notice served pursuant to this Clause 9.2 shall be deemed to
have been served:
(i) if delivered personally, on the third day following delivery;
(ii) if sent by pre-paid letter, on the third day following the
delivery; and
(iii) if sent by facsimile transmission, on the third day following
successful transmission.
(e) In proving service in the case of facsimile transmission, it shall
be sufficient proof that it was properly addressed and successfully
transmitted to the correct number.
9.3 Illegality or Unenforceability. Any provision of this Agreement prohibited
by or rendered unlawful by or unenforceable under any applicable law
actually applied by any court of competent jurisdiction shall, to the
extent required by such law, be severed from this Agreement and rendered
ineffective insofar as is possible without modifying the remaining
provisions of this Agreement. Where, however, the provisions of any such
applicable law may be waived, they are hereby waived by the parties to the
full extent permitted by such law to the end that this Agreement shall be
a valid and binding agreement enforceable in accordance with its terms.
9.4 Amendments. This Agreement may only be varied or modified by a
supplemental agreement or other document signed by all the parties hereto.
No provision of this Agreement may be waived, discharged or terminated
orally, except only by an instrument in writing signed by the party
against whom enforcement of the waiver, discharge or termination is
sought.
9.5 No Warranties.
(a) This Agreement supersedes any and all previous agreements between
the parties and constitutes the entire agreement among them and
there are no other oral or implied terms agreed between them and all
representations, warranties, statements or agreements, whether
orally or in writing, prior to this Agreement relating to any of the
matters referred to herein are hereby negated and excluded unless
otherwise agreed or confirmed by the parties in writing after the
date of
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this Agreement.
(b) Each party acknowledges that in entering into this Agreement, it is
not relying upon any representation, warranty, statement or
agreement, undertaking, promise or assurance made or given by the
other or any other person, whether or not in writing, at any time
prior to the execution of this Agreement which is not expressly set
out in this Agreement unless otherwise agreed or confirmed by the
parties in writing after the date of this Agreement.
10. Governing Law and Arbitration
10.1 Governing Law. The law of Hong Kong shall be the proper law of this
Agreement and in particular (but not so as to derogate from the generality
of the foregoing) the provisions of the Arbitration Ordinance or any
statutory modification thereof for the time being in force shall apply to
any arbitration under this Agreement wherever the same, or any part of it,
shall be conducted.
10.2 Dispute Resolution.
(a) In case any dispute or difference shall arise between the Landlord
and the Tenant, as to the construction of this Agreement or as to
any matter or thing of whatsoever nature arising under or in
connection with this Agreement, then the disputing party will notify
the other party in writing thereof ("Notice of Dispute"). Within ten
days of receiving the Notice of Dispute a director of the Tenant and
a director of the Landlord will meet and try in good faith to
resolve the dispute. If the dispute is not resolved within
twenty-eight days of the Notice of Dispute being served then the
dispute or difference shall be referred to the arbitration and final
decision of:
(i) a person already appointed to deal with a dispute or
difference between the parties arising out of or connected
with the Premises (and the parties agree to all such disputes
and differences being consolidated and heard at the same
time); or
(ii) if no such person has been appointed, a person to be agreed
between the parties, or
(iii) failing agreement within fourteen days after either party has
given to the other a written request to concur in the
appointment of an arbitrator, a person to be appointed on the
request of either party by the Chairman of Hong Kong
International Arbitration Centre.
(b) The award of such arbitrator shall be final and binding on the
parties.
AS WITNESS the hands of the parties hereto the day and year first above written.
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SIGNED by )
▇▇▇▇▇▇▇ ▇ ▇ CHOW ) TURBO TOP-LIMITED
for and on behalf of the Landlord )
in the presence of :- ) /s/ [ILLEGIBLE]
--------------------------------
Director
/s/ [ILLEGIBLE]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
SIGNED by )
) GOLDMAN For and on behalf of
for and on behalf of the Tenant ) SACHS ▇▇▇▇▇▇▇ ▇▇▇▇▇ (ASIA) FINANCE
in the presence of :- )
/s/ [ILLEGIBLE]
--------------------------------
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THE SCHEDULE
DATED 199
----------------------------------------------------
TURBO TOP LIMITED
as Landlord
and
▇▇▇▇▇▇▇ SACHS (ASIA) FINANCE
as Tenant
----------------------------------------------------
LEASE
of
Part of the 59th Floor and the whole of the ▇▇▇▇,
▇▇▇▇, ▇▇▇▇, ▇▇▇▇, 65th, 66th, 67th and 68th Floors,
▇▇▇▇▇▇ Kong Center, Queen's Road Central (Inland
Lot No.8887).
----------------------------------------------------
Registered at the
Land Registry
by
Memorial No.
on
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
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CONTENTS
Number Clause Heading Page
------ -------------- ----
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions ...................................................1
1.2 Interpretation ................................................3
2. DEMISE ...............................................................4
3. TENANT'S COVENANTS
3.1 Rent, Service Charges and other Payments ......................7
3.2 Fitting Out ...................................................8
3.3 Repair ........................................................9
3.4 Yielding Up ..................................................10
3.5 Landlord's Entry .............................................11
3.6 Use ..........................................................11
3.7 Alterations ..................................................13
3.8 Statutory Notices ............................................14
3.9 Alienation ...................................................14
3.10 Assignment ...................................................15
3.11 Sub-letting ..................................................15
3.12 Insurance and Fire Prevention ................................17
3.13 Indemnities ..................................................18
3.14 Exclusion of Liability .......................................18
3.15 Regulations ..................................................19
3.16 Costs ........................................................19
3.17 Evidence of Compliance .......................................20
4. LANDLORD'S COVENANTS
4.1 Quiet Enjoyment ..............................................20
4.2 Property Tax and Government Rent .............................20
4.3 Services .....................................................20
4.4 Back-up Generators ...........................................20
4.5 Additional Air-conditioning Service ..........................20
4.6 Maintenance ..................................................20
4.7 Generators and Chiller Plant .................................20
4.8 Television Services ..........................................21
4.9 Swimming Pool ................................................21
5. BANK GUARANTEE
5.1 Payment ......................................................21
5.2 Deductions ...................................................21
6. DEFAULT
6.1 Events of Default ............................................22
6.2 Notice .......................................................22
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7. EXPANSION AND TERMINATION RIGHTS
7.1 Expansion ....................................................23
7.2 Termination ..................................................23
8. FURTHER PROVISIONS
8.1 Lifts ........................................................23
8.2 Signage ......................................................23
8.3 Utilities Interruption .......................................23
8.4 Tenant's Property ............................................23
8.5 Destruction of Premises ......................................23
8.6 Change of Name ...............................................24
8.7 Waiver .......................................................25
8.8 Stamp Duty and Legal Costs ...................................25
8.9 Notices ......................................................25
8.10 Illegality or Unenforceability ...............................26
8.11 Amendments ...................................................26
8.12 No Warranties ................................................26
8.13 Rights and Easements .........................................27
8.14 Covenants Relating to Adjoining Property .....................27
8.15 Distraint ....................................................27
8.16 Confidentiality ..............................................27
8.17 Governing Law ................................................28
8.18 Ownership of Works ...........................................28
9. NO PREMIUM ..........................................................28
10. YEAR 2000 COMPLIANCE
10.1 Definitions ..................................................28
10.2 Landlord's Obligations .......................................29
10.3 Tenant's Obligations .........................................29
10.4 Proprietary Information ......................................30
Schedule 1 Particulars .....................................................31
Schedule 2 Rent Review .....................................................32
Schedule 3 Service Charges .................................................35
Schedule 4 Expansion Rights ................................................37
Schedule 5 Termination Rights ..............................................44
Schedule 6 Television Services .............................................46
Schedule 7 Initial floor Area ..............................................47
Signatures .................................................................48
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THIS LEASE is made on 199
BETWEEN:
(1) TURBO TOP LIMITED whose registered office is at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the "Landlord");
(2) ▇▇▇▇▇▇▇ SACHS (ASIA) FINANCE whose principal place of business in Hong
Kong is at 37th Floor, Asia Pacific Finance Tower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the "Tenant").
WITNESSES as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Lease, the following meanings apply unless the
context requires otherwise:
"Building" means each and every part of the building described in Schedule
1;
"Building Management System" means the computerised apparatus relating to
the management and control of certain services and equipment within the
Building;
"Common Parts" means the pedestrian ways, entrances, staircases,
facilities, plant, machinery, equipment, systems and apparatus, lifts,
escalators, roads, forecourts, loading bays, toilet facilities and any
other areas and facilities and any Service Media within the Building all
of which may from time to time be designated by the Landlord for common
use by any of the occupiers of the Building and those authorised by them;
"Fit-Out Contract" means the contract in respect of the fitting out of the
Premises entered into between the Landlord and the Tenant on [ ];
"Government" means the government of Hong Kong;
"Guarantee" means an on-demand bank guarantee from a bank first approved
by the Landlord (such approval not to be unreasonably withheld) and in a
form reasonably required by the Landlord;
"Hong Kong" means the Hong Kong Special Administrative Region;
"Permitted Use" means the use specified in Schedule 1;
"Premises" means each and every part of the premises described in Schedule
1 including:
(a) all additions and improvements to the Premises made from time to
time;
(b) all fixtures in the Premises from time to time;
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1.2 Interpretation. In this Lease, the following shall apply unless the
context requires otherwise:
(a) The expression the "Landlord" includes the person for the time being
entitled to the immediate possession of the Premises on expiry of
the Term and any manager appointed by it;
(b) The expression the "Tenant" includes the executors and
administrators of the Tenant or, where the Tenant is a corporation,
its successors in title or any liquidator thereof, and the Tenant's
permitted assigns;
(c) Where the Tenant comprises more than one person or entity all
undertakings and agreements made by the Tenant shall be deemed to be
made jointly and severally by all the persons or entities comprising
the Tenant;
(d) Words importing the singular include the plural and vice versa;
(e) Words importing any gender include every gender;
(f) Words importing persons include firms, companies and corporations
and vice versa;
(g) The index and headings are for reference only and shall be ignored
in construing this Lease;
(h) References to Clauses and Schedules are references to the clauses of
and the schedules to this Lease and references to Paragraphs are
references to the paragraphs in the Schedule in which they appear;
(i) References to "losses" include all liabilities, injury, loss,
damage, damages, claims, compensation, penalties, costs,
disbursements and expenses;
(j) Any consent, approval or authorisation to be given by the Landlord
must be in writing and signed by it or a duly authorised person on
its behalf to be effective under this Lease. Nothing in this Lease
is to be construed as imposing any obligation on the Landlord or the
Tenant not to refuse any consent or approval unreasonably save where
expressed in this Lease;
(k) References to the "expiry of the Term" or to the "last year of the
Term" are to the end of the Term and the last year of the Term
whether it comes to an end by effluxion of time or in any other way;
(l) Any covenant by the Tenant not to do any act or thing includes an
obligation not to allow or suffer that act or thing to be done by
another person;
(m) Any covenant by the Tenant to do any act or thing includes an
obligation to procure that act or thing to be done by another
person;
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(n) Any reference to "legislation" includes any statutes, rules,
regulations and orders made by the Government or any governmental,
statutory, public or competent authority in Hong Kong;
(o) Any act, default or neglect of any contractor, servant, agent or
licensee of the Landlord or the Tenant (as the case may be) shall be
deemed to be the act, default or neglect of the Landlord or the
Tenant (as the case may be);
(p) For the purpose of Clause 3.11 the lettable floor area of the
Premises (from time to time) and the relevant sub-demised premises
shall be deemed to be that determined by the Landlord which
determination shall be conclusive (save in case of manifest error).
2. DEMISE
The Landlord LETS the Premises to the Tenant for the Term:
(a) SUBJECT TO all rights, privileges, restrictions, covenants,
agreements and stipulations of whatever nature affecting the
Premises and the terms and conditions of this Lease;
(b) TOGETHER WITH:
(i) the right to use, in common with the Landlord and all others
having the like right, the Common Parts which are necessary
for the proper use and enjoyment of the Premises;
(ii) the right in common with the Landlord and all others having
the like right at all times upon giving notice to the Landlord
(except in an emergency):
(1) to install, maintain, repair, renew, remove, replace and
connect cables from the Premises to the busbar plug-in
units within the Common Parts on each floor and to gain
access thereto for such purposes through such of the
Common Parts as the Landlord may from time to time
reasonably determine;
(2) to discharge exhaust air from the pantries in the
Premises to the Building's central exhaust system;
(iii) the sole and free right to install, maintain, repair and renew
appropriate Service Media and to run appropriate Utilities
through the duct shafts and risers, the electrical duct shaft,
the normal and UPS power risers, the generator power riser and
the dual chilled water risers located within the Building (but
outside the Premises) solely serving the Premises and the
right to gain access thereto for such purposes through such
Common Parts as the Landlord may from time to time reasonably
determine;
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(iv) the sole and free right at all times to:
(1) use the Tenant's dedicated 4 generators and chiller
plant on the 73rd floor of the Building and such further
Tenant's dedicated generators and chiller plant as may
be installed from time to time;
(2) install, maintain, repair, renew, remove, replace and
connect cables from the Premises to the Tenant's
dedicated 4 generators and chiller plant on the 73rd
floor of the Building and such further Tenant's
dedicated generators and chiller plant as may be
installed from time to time and to use such generators
and to gain access thereto for such purposes through
such of the Common Parts as the Landlord may from time
to time reasonably determine;
(v) the free right to install or procure the installation of
copper and fibre optic cable services within the core of the
Building from time to time insofar as space is available
from time to time and other Service Media are not adversely
affected thereby;
(vi) the right at its own cost to install, maintain, repair and
renew:
(1) 100 x 100 mm metal trunking and 200 x 200 mm metal
trunking within a telephone duct shaft within the core
of the Building;
(2) 30 pairs of fibre optic cable and 400 pairs of copper
cable within a second telephone duct shaft within the
core of the Building;
provided that in exercising the rights in this paragraph (b) the
Tenant shall cause as little interference as reasonably practicable
to the Landlord and make good any damage caused thereby.
(c) EXCEPT AND RESERVED unto the Landlord and all persons authorised by
it or otherwise entitled:
(i) the right of free and uninterrupted passage of Utilities
through such Service Media in the Premises from time to time
which serve or are capable of serving the Building together
with the right to enter the Premises to inspect, maintain,
repair, renew, remove, replace and connect to any such Service
Media and to construct new Service Media;
(ii) the right to restrict the use of any Common Parts insofar as
is reasonably required of the purposes of inspecting,
repairing, maintaining, decorating, replacing, renewing or
connecting to them but so as not to deprive the Tenant of
access to the Premises;
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(iii) the right to alter in any way whatsoever the Common Parts or
vary the parts of any Building which from time to time form
part of the Common Parts and to vary any building plans
relating to the Building from time to time provided that the
Tenant's use of the Premises is not materially affected
thereby;
(iv) the right to continue and complete the development of the
Building and to carry out all necessary works in relation
thereto including (without limitation) the fitting out of
other parts of the Building notwithstanding any noise,
disturbance or interference that the Tenant may suffer
provided that after 1 August 1999 any fit-out of the 70th and
71st floors by the Landlord shall be conducted in accordance
with the noise restriction requirements set out in the Fit-Out
Handbook at the date hereof;
(v) the right to install in or affix to any part of the Building
such Service Media, aerials, plant, machinery and other
apparatus, scaffolding, signs, advertisements (whether
illuminated or not) and other structures as the Landlord
decides and the right to inspect, maintain, repair, renew,
remove, replace and connect to the same;
(vi) the right upon reasonable notice (except in an emergency when
no notice is needed) to enter and remain in the Premises to
view the condition of the Building and do works to the
Building notwithstanding any inconvenience or nuisance caused
to the Tenant;
(vii) the right to carry out or consent to the carrying out by any
person of the demolition, rebuilding or alteration of the
Building or any building on any other land in the vicinity
notwithstanding (in the case of any works to the Building
carried out otherwise than by or on behalf of the Landlord or
in the case of any works to any building on any other land in
the vicinity) any inconvenience or nuisance caused to the
Tenant or interference with access of light or air to the
Premises;
(viii) the right to enter the Premises in the circumstances in which
this Lease permits such entry;
(ix) the right to subjacent and lateral support from the Premises
for the remainder of the Building;
(x) the right to use the external walls of the Building for
whatever purpose the Landlord decides and to assign or
delegate such right but so as not to obstruct the view from
and the light to the Premises except where necessary as a
result of maintenance or seasonal decorations;
(xi) all easements, quasi-easements, privileges and rights
whatsoever now enjoyed by any adjoining or neighbouring
property affecting the Premises as if such adjoining and
neighbouring property and the
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Premises had at all times been in separate ownership and
occupation and such matters had been acquired by prescription
or formal grant;
provided that in exercising the rights in paragraphs (i), (iv), (v),
(vi) and (insofar as it relates to works to the Building carried out
by or on behalf of the Landlord) (vii) above, the Landlord shall
cause as little interference as reasonably practicable to the Tenant
and make good any damage caused to the Premises;
(d) SUBJECT to the Tenant paying to the Landlord the Rent, Service
Charges and other payments due under this Lease provided that the
Tenant shall be allowed a Rent free period of five months from and
including the Term Start Date and two further Rent free periods each
of five months from and including the 1st and 2nd anniversaries of
the Term Start Date but during such Rent free periods the Tenant
shall be required to pay rates, Service Charges and all outgoings
payable under this Lease in respect of the Premises except that
during the first such Rent free period the cost of supplying
air-conditioning shall only be included in the Service Charges
during such periods as the Landlord shall supply air-conditioning to
the Premises or parts of the Premises requested by the Tenant but
such parts of the Premises shall not be less than an entire
air-conditioning zone (within the confines of the air-conditioning
system).
3. TENANT'S COVENANTS
The Tenant covenants with the Landlord as follows:
3.1 Rent, Service Charges and other Payments.
(a) To pay the Rent and Service Charges in Hong Kong currency in advance
without any deduction, counterclaim or set off on the first day of
each calendar month, the first payment to be made on the date
following the expiration of the first rent free period referred to
in Clause 2(d) and the first and last payments being apportioned
appropriately on a daily basis.
(b) To pay all taxes, assessments, duties, charges, impositions and
outgoings imposed or charged from time to time on the Premises or
upon the owner or occupier of the Premises by the Government or
other competent authority (other than Government rent, Property Tax
and expenses of a capital or nonrecurring nature) or if the same are
imposed or charged upon the Premises and any other property, to
reimburse to the Landlord a fair proportion thereof properly
attributable to the Premises as decided by the Landlord whose
decision shall be final and binding save in case of manifest error.
(c) (i) To pay rates charged on the Premises as assessed by the
Government quarterly in advance on the first day of the months
of January, April, July and October in each year of the Term,
the first payment thereof to be paid on the date of this Lease
and the first and last payments being apportioned
appropriately on a daily basis.
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(ii) If the Premises have not been separately assessed to rates by
the Government, to pay quarterly in advance to the Landlord on
the dates mentioned in Clause 3.1 (c)(i) a sum on account of
rates calculated in accordance with the following formula:
a x b
-----
4
where:
a = the annual Rent; and
b = the percentage of rateable values which is for the time
being payable as rates under the Rating Ordinance (Cap. 116);
and within 7 days of the actual rating assessment in respect
of the Premises being received from the Government, any
over-payment shall be repaid to the Tenant and any
under-payment shall be paid to the Landlord.
(d) To make the payments due to the Landlord under this Lease by cheque.
(e) To pay all deposits and charges for Utilities used at the Premises
and, if not separately metered at the date of this Lease, forthwith
to apply for separate metres in respect of all relevant Utilities.
(f) In addition to any other rights or remedies of the Landlord to pay
to the Landlord on demand interest at the Prescribed Rate on any
sum:
(i) payable by the Tenant to the Landlord under this Lease from
the due date until payment by the Tenant if the same is not
paid within 7 days of the due date;
(ii) paid by the Landlord in remedying any breach by the Tenant of
this Lease from the date of payment by the Landlord until
payment by the Tenant; and
(iii) not accepted by the Landlord so as not to waive a breach of
this Lease from the due date until payment is accepted by the
Landlord.
3.2 Fitting Out.
(a) To fit out the Premises at the Tenant's expense in accordance with
drawings and specifications approved by the Landlord (which approval
shall not be unreasonably withheld or delayed) in a good and proper
workmanlike and diligent manner with good quality materials and in a
style and manner appropriate to a first class commercial building to
the reasonable satisfaction of the Landlord but any such Landlord's
approval shall not impose on the
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Landlord any liability in respect of any inadequacy or deficiency in
the drawings, specifications or works.
(b) Not to vary the approved fitting out drawings and specifications
without the Landlord's approval (which approval shall not be
unreasonably withheld or delayed).
(c) Not to start any fitting out works until the Landlord's approval
(which approval shall not be unreasonably withheld or delayed) and
all necessary approvals, licences or permits have been obtained from
the relevant competent authorities and to carry out all fitting out
works in compliance with the Landlord's reasonable requirements
(including (without limitation) the requirements set out in the
Fit-Out Handbook to be issued by the Landlord from time to time
(provided any amendment to the Fit-Out Handbook after the date
hereof shall be reasonable)) and with all legislation and all
requirements of the Building's insurers and of any Utility supplier
but any such Landlord's approval shall not constitute any
representation that such legislation and requirements have been
complied with.
(d) In installing, altering or connecting to the fire fighting apparatus
and system, any electrical Service Media connecting or between the
busbar plug-in units in the core of the Building and the electrical
switchboards in the Premises, and/or the Building Management System,
to use only a contractor nominated by the Landlord as set out in the
Fit-Out Handbook to be issued by the Landlord from time to time
(provided that any amendment to the Fit-Out Handbook after the date
hereof shall be reasonable) and for any other works to use only a
contractor approved by the Landlord (which approval shall not be
unreasonably withheld) but any such Landlord's nomination or
approval shall not impose on the Landlord any liability for anything
done or omitted by such contractor.
(e) To procure that the Tenant's contractors take out contractors' all
risks insurance in respect of the Tenant's fitting out works before
they are started and the provisions of Clause 3.12(a) and (b) shall
apply to such insurance mutatis mutandis and to procure that as soon
as reasonably practicable all money received under such policy is
applied in making good the loss or damage in respect of which it was
paid.
(f) To provide the Landlord with a copy of the as-built plans for the
Tenant's fitting out works as soon as such works have been
completed.
3.3 Repair.
(a) To keep the Premises in good, clean, substantial and proper repair
and condition appropriate to a first class commercial building and
properly preserved and painted (fair wear and tear and damage caused
by structural or inherent defects excepted).
(b) To reimburse to the Landlord the cost of replacing all broken or
damaged window glass which is of a material nature or which affects
materially the
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reflective quality of the glass in the Premises or any part of the
curtain walls of the Building except where the cause of such
breakage or damage is beyond the control of the Tenant or its
contractors, servants, agents or licensees.
(c) To reimburse to the Landlord the cost of making good any damage of
any type to the Building or the Service Media in the Building (not
forming part of the Premises) caused by the act, default or neglect
of the Tenant or its contractors, servants, agents or licensees.
(d) To keep and if necessary replace any Service Media forming part of
the Premises excluding those Service Media installed by the Landlord
prior to the date hereof which run between the duct riser openings
in the core of the Building on each of the floors of the Premises
and the Tenant's dedicated chiller and generators (and such further
dedicated generators, chiller plant or such Service Media as may be
installed by the Landlord from time to time) on the 73rd floor of
the Building in good, clean, substantial and proper repair and
condition (fair wear and tear and damage caused by structural or
inherent defects excepted).
(e) To take all reasonable precautions to protect the Premises from
damage threatened by an approaching storm or typhoon.
(f) To employ for the cleaning of the Premises and the lift lobbies
referred to in Clause 3.3(g) such cleaning contractors as the
Landlord nominates from time to time and any such Landlord's
nomination shall not impose on the Landlord any liability for
anything done or omitted by such contractor Provided always that the
Tenant may opt to use its own cleaning contractor if it reasonably
considers the performance of the services provided by the contractor
nominated by the Landlord to be unsatisfactory and following a
reasonable time following written complaint the standard of such
services has not improved to the reasonable satisfaction of the
Tenant.
(g) Where the Tenant occupies an entire floor of the Building, to keep
the passenger and service lift lobbies on such floor in good, clean,
substantial and proper repair and condition (fair wear and tear and
damage caused by structural or inherent defects excepted).
3.4 Yielding Up. At the expiry of the Term, the Tenant shall reinstate the
Premises to a bare shell condition and reinstate the raised floor to the
Landlord's uniform standard except that the Tenant shall not be required
to:
(a) remove or reinstate the overhead air-conditioning system;
(b) remove or reinstate the ceiling system and light fixtures provided
that if this Lease is terminated under Clauses 6 or 7.2 in whole or
in part the Tenant shall reinstate the ceiling and lighting system
and fixtures to the Tenant's uniform standard for the floor or
floors in question if so required by the Landlord;
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(c) reinstate the duct shafts provided that the Tenant shall remove all
cables from duct shafts;
(d) reinstate and reconvert the electrical user room back to the
disabled toilet provided that the Tenant shall remove all mechanical
and electrical installations therefrom;
(e) reinstate the holes in the floors provided for the internal
staircase provided that the Tenant shall remove the staircases if
required by the Landlord;
(f) reinstate the toilet on the 68th floor of the Building provided that
the Tenant shall remove the toilet if required by the Landlord;
and thereupon to surrender to the Landlord all keys or computer cards
giving access to all parts of the Premises and to remove at the Tenant's
expense all lettering and characters showing the Tenant's name from any
doors, walls or windows in the Building and to make good any damage caused
by such removal.
3.5 Landlord's Entry.
(a) To permit the Landlord and persons authorised by it with or without
appliances at all reasonable times (in the context of the Tenant's
business) after giving reasonable prior notice to enter upon the
Premises to view their condition, to take inventories of the
fixtures in them and to exercise any of the rights excepted and
reserved from this Lease by Clause 2(c) and to show the Premises to
prospective tenants or purchasers.
(b) To commence and diligently proceed to make good all defects and
wants of repair to the Premises for which the Tenant is under the
terms of this Lease liable under the terms of this Lease within the
period of one month from the Tenant's receipt of notice from the
Landlord to do such works and if the Tenant fails to do such works
to permit the Landlord and persons authorised by it to enter the
Premises and do such works and the cost shall be a debt due from the
Tenant to the Landlord.
(c) To permit the Landlord and persons authorised by it at reasonable
times after giving reasonable notice (but at any time and without
notice in an emergency) to enter the Premises (and by force if
necessary) for the purposes of security, fire fighting and
protection of the Building.
(d) To give to the Landlord a set of keys (to be used only in the event
of an emergency or forfeiture of this Lease or otherwise with the
Tenant's consent) to the entrance doors of or computer cards giving
access to the Premises and to inform the Landlord in writing of the
nature of any security system installed at the Premises.
3.6 Use.
(a) Not to use the Premises for any purpose other than the Permitted
Use.
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(b) Not to commit waste or use the Premises for gambling or any
offensive trade or business or any illegal, immoral or improper
purposes or so as to cause nuisance, damage or danger or give
reasonable cause for complaint to the Landlord or the occupiers of
the Building or nearby premises.
(c) Not to use the Premises for the storage of goods other than in small
quantities consistent with the nature of the Tenant's trade or
business.
(d) Not to keep at the Premises any dangerous, inflammable or explosive
goods or firearms and ammunition.
(e) Not to make any noise (including, without limitation, music or sound
produced by broadcasting from television, radio and any equipment
capable of producing or reproducing music or sound) which is audible
outside the Premises or vibration in the Premises which is a
nuisance or gives reasonable cause for complaint to the Landlord or
the occupiers of nearby premises.
(f) Not to place on the Premises (other than those parts containing
reinforced flooring) anything of a weight in excess of 3kPa and on
those parts of the Premises containing reinforced flooring, anything
of a weight in excess of the appropriate weightings for which such
reinforcements were designed and to comply with any prescription by
the Landlord of the maximum weight and permitted location of safes
and other heavy equipment and any requirements of the Landlord that
the same stand on supports of such dimensions and materials as the
Landlord reasonably determines having regard to the weightings and
reinforcing referred to above.
(g) To use the raised flooring in the Premises with care and in
accordance with the Landlord's instructions and not to overload,
scratch or place any article which would release water onto the
raised flooring (fair wear and tear and damage caused by inherent
defects excepted).
(h) To comply with all legislation in relation to the Premises and the
conduct of the Tenant's business on the Premises and to apply for
any requisite licences or permits from all competent authorities in
respect of the Tenant's business in the Premises.
(i) Not to do anything which would amount to a breach of the negative
covenants in the Government grant under which the Landlord holds the
Premises, any deed of mutual covenant or sub-deed of mutual covenant
relating to the Building.
(j) To ensure that all refuse is disposed of by arrangement with and in
sealed containers specified by the Landlord and if the Landlord
provides a collection service for refuse, to use such service
exclusively at the sole cost of the Tenant.
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(k) Not to place or leave anything in the Common Parts nor to tout or
solicit business or distribute anything within the Common Parts
without the permission of the Landlord.
(l) Not to take delivery of furniture, equipment, fittings or bulky
items in and out of the Building other than in the lift and along
the route reasonably designated for that purpose by the Landlord.
(m) Not to discharge into any Service Media any substance that may
obstruct them or cause damage or danger or anything likely to
pollute.
(n) Not to keep any animals or pets inside the Premises and to take all
precautions to the reasonable satisfaction of the Landlord to
prevent the Premises from becoming infested by pests including, if
the Landlord so requires, the employment at the Tenant's cost of
such pest extermination contractors and at such intervals as the
Landlord may reasonably determine.
3.7 Alterations.
(a) Not to make any alterations or additions to the Premises or to
install any plant, apparatus or machinery in the Premises or to cut
or injure any doors, windows, walls or other part of the Premises or
to drive or insert any nails, screws, hooks, brackets or similar
things into the ceiling, walls or floors of the Premises without the
Landlord's approval (which approval shall not to be unreasonably
withheld or delayed).
(b) Not to install any air-conditioning plant or equipment (whether in
the windows or elsewhere) or other mechanical apparatus whatsoever
on the Premises without the Landlord's approval (which approval
shall not be unreasonably withheld or delayed).
(c) Not to erect, install or alter any partitioning in the Premises or
to install additional locks, bolts or other fittings to the entrance
doors of the Premises without the Landlord's approval (which
approval shall not be unreasonably withheld or delayed).
(d) Not to erect, exhibit or display on the Premises or the Building any
writing, sign, aerial, flagpole or other device so as to be visible
from outside the Building provided that the Tenant may display its
name and business in the reception in the Premises or on the door
thereof in such lettering, characters and materials as the Landlord
approves (which approval shall not be unreasonably withheld or
delayed).
(e) Not to do anything which alters or affects the external appearance
of the Building.
(f) Not to make any alterations or additions to the Building or, without
limitation, the Common Parts.
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(g) In carrying out any permitted works whatsoever to the Premises or
the Building to observe and perform the provisions of Clause 3.2
mutatis mutandis.
3.8 Statutory Notices. To notify the Landlord forthwith in writing of the
contents of any notice received by the Tenant from any competent authority
concerning the Premises or any of the Utilities serving the Premises.
3.9 Alienation. Except as provided in Clauses 3.10 and 3.11, not to transfer,
assign, sub-let, licence, charge, mortgage, share, hold on trust or for
the benefit of another or otherwise part with the possession or occupation
of the Premises or any part of them or the right to use them so that any
person not a party to this Lease obtains the use or possession of the
Premises or any part of them and, without limiting the generality of this,
the following acts and events shall be deemed to be breaches of this
Clause:
(a) In the case of a tenant which is a partnership, the taking in of one
or more new partners whether on the death or retirement of an
existing partner or otherwise;
(b) In the case of a tenant who is an individual (including a sole
surviving partner of a partnership) the death, insanity or other
disability of that individual;
(c) In the case of a tenant which is a corporation, any take-over,
reconstruction, amalgamation, merger or voluntary liquidation of the
tenant or change in the person or persons who owns or own a majority
of its voting shares or who otherwise has or have effective control
thereof provided that there shall be no breach of this provision if
any entity which is formed as a result of any reconstruction,
amalgamation, merger or voluntary liquidation is:
(i) of equal financial strength as or greater financial strength
than the Tenant;
(ii) financially and otherwise able to observe and perform all of
the agreements on the Tenant's part contained in this Lease;
and
(iii) the persons having ultimate control of the Tenant are of
equivalent reputation to the Tenant;
or if any entity which takes over the Tenant is:
(i) of equal financial strength as or greater financial strength
than the persons previously having ultimate control of the
Tenant; and
(ii) of equivalent reputation to the persons previously having
ultimate control of the Tenant;
(d) The giving by the Tenant of a power of attorney or similar authority
whereby the donee of the power obtains the right to use, possess or
occupy the Premises
provided that nothing herein contained shall prevent the Tenant from
sharing the Premises with any entity which is directly or indirectly
wholly owned or controlled by
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The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, L.P. or any entity to which all or substantially
all of the assets of The ▇▇▇▇▇▇▇ Sachs Group may be transferred in
accordance with this Lease provided that no relationship of landlord and
tenant is created thereby.
3.10 Assignment.
(a) Subject to the delivery of prior written notice to the Landlord and
subject to Clause 3.10(b), the Tenant shall have the right to assign
this Lease to The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, L.P. or any affiliate of the
Tenant controlling or controlled by The ▇▇▇▇▇▇▇ Sachs Group, L.P. or
which succeeds to all or substantially all of the assets or
businesses of The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, L.P. and for these purposes
references to "control" shall mean:
(i) control directly or indirectly of the composition of the
relevant board of directors; or
(ii) control directly or indirectly of more than half of the voting
power; or
(iii) holding directly or indirectly of more than half of the issued
share capital or partnership capital
in each case in respect of the relevant affiliate.
(b) Before any permitted assignment:
(i) the assignee enters into covenants with the Landlord to
observe all the Tenant's covenants and all other provisions of
this Lease during the residue of the Term; and
(ii) if the Landlord requires, a company or bank acceptable to the
Landlord (such acceptance not to be unreasonably withheld or
delayed) enters into covenants with the Landlord guaranteeing
the performance by the assignee of its obligations under this
Lease in such form as the Landlord reasonably requires
provided that the Landlord shall only require a guarantee of
the assignee's obligations in the event that the assignee is
not of comparable financial standing to the Tenant at the date
hereof or at the date of such assignment (as the Landlord
determines).
3.11 Sub-letting.
(a) Not to sub-let part of the Premises without the consent of the
Landlord such consent not to be unreasonably withheld or delayed
where the Tenant has complied with Clauses 3.11(b), (c) and (d)
Provided always that consent of the Landlord shall only be withheld
in relation to the credit quality of the sub-tenant.
(b) To ensure that not more than 35% of total lettable floor area of the
Premises from time to time is sub-let at any one time.
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(c) In relation to every sub-lease, to ensure that:
(i) it is granted without a fine or a premium payable by either
party at a rent which is exclusive of service charges and
rates;
(ii) the rent is payable in advance on the same day as the Rent is
payable under this Lease;
(iii) it contains provisions which are consistent with this Lease
including:
(1) prohibiting the sub-tenant from doing or allowing any
act or thing in relation to the Premises inconsistent
with or in breach of the provisions of this Lease;
(2) for re-entry of the demised premises on breach of any
covenant by the sub-tenant;
(3) imposing an absolute prohibition against transferring,
assigning, sub-letting, charging, mortgaging, sharing,
holding on trust or for the benefit of another or
otherwise parting with possession or occupation of the
demised premises or any part of them.
(d) Before any permitted sub-letting to procure that any sub-tenant
enters into covenants with the Landlord to observe all the Tenant's
covenants and all other provisions of this Lease during the term of
the sub-lease insofar as they are applicable to the demised
premises.
(e) In relation to any permitted sub-lease:
(i) to enforce the performance by the sub-tenant of the provisions
of the sub-lease and not at any time to waive any breach of
the covenants or conditions on the part of any sub-tenant nor
without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to vary the terms of any
sub-lease;
(ii) not to agree any appointment of a person as the third party
determining the revised rent (if any) without the approval of
the Landlord (such consent not to be unreasonably withheld or
delayed);
(iii) to incorporate as a part of its representations to that third
party proper representations required by the Landlord;
(iv) to give the Landlord details of every rent review (if any)
within 7 days of its outcome;
(v) within 14 days of any sub-lease to produce for registration
with the Landlord a copy of the relevant sub-lease.
(f) (i) To share any net profit rent (but not loss) from any
sub-letting between
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the Landlord and the Tenant in accordance with the following
formula:
(a - b) x the lettable square footage of the sub-demised
------- premises
2
Where a = the monthly rent payable under the relevant
sub-lease per lettable square foot of the
sub-demised premises
b = the monthly Rent per lettable square foot of the
sub-demised premises payable under this Lease.
(ii) To pay the Landlord's share of the profit rent derived in
accordance with Clause 3.11(f)(i) to the Landlord within 7
days from the date the rent is received under the relevant
sub-lease is received by the Tenant and at the request of the
Landlord to make available its accounts to verify any
non-payment of such rent.
3.12 Insurance and Fire Prevention.
(a) To effect and maintain insurance in respect of:
(i) losses suffered or incurred by third parties which might give
rise to a claim for indemnity by the Landlord under Clause
3.13 such insurance shall be in the sum of not less than $5
million for any one claim or series of claims arising out of
any one event;
(ii) the Premises for the full reinstatement values thereof against
fire, lightning, storm, typhoon, bursting or overflowing of
water tanks, apparatus or pipes and such other risks as the
Landlord may from time to time reasonably decide in such
insurance office as the Landlord may approve (such approval
not to be unreasonably withheld or delayed) and with a note of
the Landlord's interest endorsed on the policy and containing
provisions that such policy shall not be cancelled or
materially altered as to affect the coverage afforded to the
Landlord without notification to the Landlord.
(b) To produce to the Landlord on demand reasonable evidence of the
terms of the policy effected under Clause 3.12(a)(i) and the fact
that the last premium has been paid and a certificate from the
insurer concerned that the policy is fully paid up and in all
respects valid and subsisting.
(c) As soon as reasonably practicable to apply all money received under
any policy effected under Clause 3.12(a)(i) in making good the
losses in respect of which it was paid.
(d) Not to do any thing whereby any policy of insurance on the Premises
and the Building (or either of them) against damage by fire and
other risks or against claims by third parties may become void or
voidable or whereby the rate of
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premium for any such policy may be increased and without prejudice
to the Landlord's other rights and remedies to repay to the Landlord
on demand all sums paid by the Landlord by way of increased premium
or otherwise rendered necessary by a breach of this Clause 3.12(d).
(e) To comply with all the recommendations of the Landlord's insurer and
the fire authority and other competent authorities.
(f) To keep the Premises supplied with such fire fighting equipment as
the Landlord's insurer and the fire authority may require and to
maintain it in working order and to the satisfaction of the
Landlord's insurer and to the reasonable satisfaction of the
Landlord and at least once every six months to have any fire
fighting equipment inspected by a competent person.
(g) Not to obstruct the access to any fire equipment or the means of
escape from the Premises.
(h) To notify the Landlord of any damage to or defects in the Premises
or any Common Parts immediately adjacent to the Premises.
3.13 Indemnities. To indemnify the Landlord against all losses arising during
the Term arising directly or indirectly from:
(a) the act, neglect or default (irrespective of whether wilful or not)
of the Tenant or any contractor, servant, agent or licensee of the
Tenant in the Premises or the Building other than the Landlord in
its capacity as contractor under the Fit-Out Contract before the
Term Start Date and its sub-contractors;
(b) any breach by the Tenant of this Lease;
(c) the defective or damaged condition of the Premises, the repair of
which is the Tenant's liability under this Lease other than where
caused by the Landlord in its capacity as contractor under the
Fit-Out Contract before the Term Start Date and its sub-contractors;
(d) the spread of fire or smoke or water or any other substance
originating from the Premises except where caused by structural or
inherent defects not due to the act, neglect or default of the
Tenant or its contractors, servants, agents or licensees (such
persons not including the Landlord in its capacity as contractor
appointed in relation to the Fit-Out Contract before the Term Start
Date and its sub-contractors)
3.14 Exclusion of Liability. Notwithstanding Clauses 4.1, 4.3 and 8.3, not to
hold the Landlord liable in any way to the Tenant or to any other person
for any losses which may be suffered or incurred by the Tenant or by any
other person or any property however caused (unless directly caused by the
default or neglect of the Landlord or its employees) and in particular,
but without limitation, caused by or in any way owing to:
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(a) any interruption, failure, malfunction, reduction or termination of
or defect in or any other condition of any of the Utilities, Service
Media, Common Parts or any machinery, plant, equipment,
installations or fixtures in the Building;
(b) the act, neglect or default of the tenants and occupiers of any
other parts of the Building and their contractors, servants, agents
and licensees;
(c) any typhoon, heat or humidity, landslide, subsidence, fire, leakage
or overflow of water (excluding any water escaping or overflowing
from the swimming pool on the 70th floor of the Building), fumes,
smoke or electricity from the Service Media or any other part of the
Building including plant, machinery, installations, apparatus and
other fixtures therein or dropping or falling of anything from any
part of the Building or neighbouring building or vibrations from any
part of the Building or in the neighbourhood or the influx of rain
into the Premises, or the activity of rats or other pests in the
Building;
(d) the defective or damaged condition of the Premises or the Building;
(e) any want of security or safekeeping at the Building;
(f) any non-enforcement of any regulations made by the Landlord;
(g) any exercise of the Landlord's rights under this Lease including
(without limitation) the carrying out of building works;
nor shall the Rent or Service Charges or any other sums due from the
Tenant under this Lease ▇▇▇▇▇ on account of any such event save as
provided in Clause 8.5.
3.15 Regulations. To comply with the Building rules from time to time made or
adopted by the Landlord provided that if there is a conflict between such
rules and this Lease, this Lease shall prevail.
3.16 Costs. To pay to the Landlord on an indemnity basis, as rent and within 14
days of demand, all costs and other expenses properly incurred by the
Landlord (including (without limitation) in-house costs and expenses) in
relation to:
(a) every application made by the Tenant for consent whether it is
granted, refused offered subject to any qualification or withdrawn;
(b) professional advice obtained by the Landlord following an
application by or on behalf of the Tenant for consent under this
Lease;
(c) the standard fees imposed by the Landlord from time to time in
respect of the vetting of any drawings and specifications for any
works proposed to be carried out by or on behalf of the Tenant;
(d) professional advice obtained by the Landlord in inspecting or
monitoring any works to the Premises carried out by or on behalf of
the Tenant;
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(e) the preparation and service of a schedule of dilapidation's during
or after the expiry of the Term;
(f) the recovery of Rent, Service Charges or other sums due from the
Tenant; and
(g) affixing, altering or replacing the Tenant's name on the directory
boards or directional signs in the lift cars in the Building
provided that such costs shall in the case of paragraphs (a) - (d) and (g)
be reasonable.
3.17 Evidence of Compliance. To produce to the Landlord such evidence as the
Landlord may reasonably require that this Lease has been complied with.
4. LANDLORD'S COVENANTS
The Landlord covenants with the Tenant (subject to the Tenant duly paying
the Rent and Service Charges and not breaching this Lease) as follows:
4.1 Quiet Enjoyment. Subject to Clause 2(c), that the Tenant may have quiet
possession, use and enjoyment of the Premises during the Term without any
interruption by the Landlord or anyone lawfully claiming under through or
in trust for the Landlord.
4.2 Property Tax and Government Rent. To pay any property tax and Government
Rent relating to the Premises and any other charges of a capital or
non-recurring nature imposed by the Government or any other competent
authority.
4.3 Services. To use its best endeavours to provide the Services.
4.4 Back-up Generators. To test the back-up generators on the 73rd floor of
the Building serving the Premises on a monthly basis and to send as soon
as is reasonably practicable to the Tenant the result of such tests and
details of any remedial measures needed and taken by the Landlord.
4.5 Additional Air-conditioning Service. To provide to the Tenant
air-conditioning on a 24 hours basis, the fee for the same having already
been included in the Service Charges.
4.6 Maintenance. To keep the structural parts of the Building and the main
drains, pipes and cables therein (but not in the Premises) in a proper
state of repair and condition provided that the Landlord shall incur no
liability whatsoever under this Lease including (without limitation) in
respect of defects or wants of repair in the structure of the Building
supporting or contiguous to the Premises unless and until notice of any
defects or wants of repair has been given to the Landlord by the Tenant
and the Landlord has failed to take reasonable steps to repair or remedy
the same after the lapse of a reasonable time.
4.7 Generators and Chiller Plant. To keep and maintain the chiller plant and
the 4 generators referred to in Clause 2(b)(iv) and the Service Media
installed by the
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Landlord prior to the date hereof which run between the duct riser
openings in the core of the Building on each of the floors of the Premises
and the Tenant's dedicated chiller and generators (and such further
dedicated generators or chiller plant and such Service Media as may be
installed by the Landlord from time to time) on the 73rd floor of the
Building in good working condition and to replace the same in the event of
one or more them being beyond repair and to adopt any reasonable
requirements of the Tenant regarding the frequency and quality of
maintenance.
4.8 Television Services. To provide and maintain the television services as
shown in Schedule 6 to the Premises through satellite dish and/or fibre
optic cable to the extent such services are reasonably available in ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇.
4.9 Swimming Pool. To prevent or procure the prevention of the escape or
overflow of water from the swimming pool on the 70th floor of the Building
entering or damaging the Premises.
5. BANK GUARANTEE
5.1 Payment. On the date of this Lease, the Tenant shall deposit with the
Landlord a Guarantee for an aggregate amount of 2 months' Rent and Service
Charges to secure compliance by the Tenant with this Lease and if the Rent
or Service Charges increase at any time the Tenant shall deposit with the
Landlord a further Guarantee so that the total amounts guaranteed equal to
2 months' Rent and Service Charges. Such Guarantee shall be for a period
of 12 months provided that not later than 3 months before the expiry of
such Guarantee the Tenant shall extend or renew such Guarantee for a
further period of 12 months from not later than the expiry thereof and
this obligation to extend or renew shall continue throughout the Term in
respect of each Guarantee in existence from time to time.
5.2 Deductions.
(a) The Guarantee and any replacement or additional Guarantee shall be
held by the Landlord during the Term and the Landlord shall have the
right (in addition to any other right or remedy) to call upon the
Guarantee and any replacement or additional Guarantee for payment of
the amount of any Rent, Service Charges and other charges payable
under this Lease and compensation for any losses sustained by the
Landlord as the direct or indirect result of any breach by the
Tenant of this Lease.
(b) If any call is made by the Landlord upon the Guarantee and any
replacement or additional Guarantee during the Term the Tenant shall
immediately following demand by the Landlord deposit a further
Guarantee for the amount deducted with the Landlord.
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6. DEFAULT
6.1 Events of Default. If:
(a) any part of the Rent, Service Charges or any other sum payable under
this Lease is unpaid for 14 days after becoming due (whether
formally demanded or not);
(b) there is any breach of this Lease by the Tenant;
(c) the Tenant is insolvent which for the purposes of this Lease means:
(i) the Tenant becomes bankrupt or goes into liquidation or a
receiving order is made against it;
(ii) a receiver is appointed in respect of any of the Tenant's
assets;
(iii) possession of any of the Tenant's assets is taken by a chargee
or mortgagee;
(iv) any distress or execution is levied on the Premises or on any
of the Tenant's assets in Hong Kong;
(v) the Tenant stops or suspends payment of its debts or is unable
or admits it is unable to pay them;
(vi) the Tenant enters into a scheme of arrangement with its
creditors;
(vii) the Tenant fails to satisfy any judgment given in any action
against it unless such judgment has been appealed within the
requisite time limit and that appeal has not yet been disposed
of;
(viii) any other similar event, action or proceeding occurs or is
taken in respect of the Tenant in any jurisdiction;
the Landlord may, without prejudice to the Landlord's other rights and
remedies, at any time re-enter the Premises or any part of them in the
name of the whole whereupon this Lease shall end but any right of action
of the Landlord under this Lease shall remain.
6.2 Notice. The Landlord may exercise its rights under Clause 6.1 by serving
written notice on the Tenant without physically entering the Premises
notwithstanding any statutory or common law provision to the contrary.
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7. EXPANSION AND TERMINATION RIGHTS
7.1 Expansion. The Landlord grants to the Tenant the expansion rights referred
to in Schedule 4 on the terms and conditions therein contained.
7.2 Termination. The Landlord grants to the Tenant the determination rights
referred to in Schedule 5 on the terms and conditions therein contained.
8. FURTHER PROVISIONS
8.1 Lifts. The Premises shall be served by all lifts serving the top lift zone
in the Building which shall comprise the 59th to the 71st floors
(inclusive) subject only to any temporary changes which are from time to
time necessary owing to the breakdown, repair, maintenance or renewal of
any lifts in the Building.
8.2 Signage. The Landlord will provide a tenants' directory in the upper and
lower ground floor lift lobbies of the Building and the Tenant shall be
entitled to have its name shown thereon and also displayed in the lift
cars serving the Premises all such lettering to be carried out by the
Landlord.
8.3 Utilities Interruption. The Landlord shall notify the Tenant at least 4
weeks in advance of its proposed scheduling of Utility supplies
interruption for periodic testing and inspection purposes which
interruption shall be limited to once a year and the Landlord shall liaise
in good faith with the Tenant as to the timing of such interruptions
provided that nothing in this Clause shall prevent the Landlord from
interrupting Utility supplies in the event of an emergency nor prevent the
Landlord interrupting the fresh water supply not less than once a month
for a reasonable period of time for the purposes of cleaning and
maintaining the fresh water tank.
8.4 Tenant's Property. If after the Tenant has vacated the Premises at the
expiry of the Term, any of its property remains in the Premises or if at
any time the Tenant leaves any property in the Common Parts, the Tenant
shall be deemed to have abandoned such property and the Landlord may
remove and sell or otherwise dispose of that property. The Tenant shall
indemnify the Landlord against any liability incurred by the Landlord to
any third party whose property is sold by it in the mistaken belief held
in good faith, which is to be presumed unless the contrary is proved, that
the property belongs to the Tenant. All proceeds of sale shall belong to
the Landlord absolutely. The Tenant shall indemnify the Landlord against
any damage occasioned to the Premises and the Common Parts (or either of
them) and any losses caused by or related to the presence of the property
in the Premises and the Common Parts (or either of them).
8.5 Destruction of Premises. If:
(a) the Premises or any part of them are rendered unfit for commercial
use or inaccessible by any cause other than as a direct or indirect
result of the Tenant's or its contractors', servants', agents' or
licensees' act, neglect or default and if any policy of insurance
effected by the Landlord has not been
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vitiated or payment of the policy moneys refused in whole or in part
due to any act, neglect or default of the Tenant or its contractors,
servants, agents or licensees; or
(b) any order is issued by the Government or any competent authority
preventing or restricting use of the Premises or any substantial
part of them other than due to any act, neglect or default of the
Tenant or its contractors, servants, agents or licensees;
then
(i) the Rent and Service Charges or a fair proportion of them
according to the nature and extent of the damage sustained or
order made (the Landlord's determination of which being
binding on the Tenant save in case of manifest error) shall
immediately cease to be payable until the Premises have been
again rendered fit for use and accessible or such order has
been complied with (as the case may be); and
(ii) if the Premises have not been rendered fit for use and
accessible or such order has not been complied with within 6
months of the damage or date such order became operative (as
the case may be) the Tenant (subject to the Tenant having
complied with Clause 3.12(h)) or the Landlord may end this
Lease by giving not less than one month's notice to the other
but any right of action which either party may have against
the other under this Lease shall remain.
8.6 Change of Name.
(a) The Landlord shall not from the date hereof until the sixth
anniversary of the Term Start Date permit the name of the Building
to be changed or any part of it to a name which includes the name of
any competitor of the Tenant in the field of investment banking or
broker dealing services but excluding for the avoidance of doubt
commercial or retail banking services but may otherwise during such
period without restriction change the name of the Building or any
part of it.
(b) After the sixth anniversary of the Term Start Date, the Landlord may
without restriction change the name of the Building or any part of
it provided that the Landlord shall give to the Tenant and, where
necessary, to the postal and other relevant Government authorities
not less than three months' notice of its intention to do so.
(c) The Landlord shall not be liable for any costs or expenses incurred
by the Tenant as a result of any change of name in accordance with
this Clause 8.6 provided that the Landlord shall give to the Tenant
and, where necessary, to the postal and other relevant Government
authorities not less than three months' notice of its intention to
do so.
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8.7 Waiver.
(a) No condoning, excusing or overlooking by the Landlord of any default
or breach on the part of the Tenant, and no failure or delay by the
Landlord in exercising any right, power or remedy provided by law or
under this Lease, shall operate as a waiver of such right, power or
remedy, nor shall any single or partial exercise preclude any other
or further exercise thereof or the exercise or enforcement of any
other right, power or remedy. The rights, powers and remedies
provided in this Lease are cumulative and not exclusive of any
rights, powers and remedies provided by law.
(b) No waiver of any right, power or remedy of the Landlord and no
consent by the Landlord shall:
(i) be valid unless signed by the Landlord in writing and
containing an express statement that it is a waiver pursuant
to this Clause 8.7(b); or
(ii) be inferred from or implied by anything done (including the
acceptance by the Landlord of rent and/or other amounts
payable under this Lease) or omitted to be done by the
Landlord unless expressed in writing and agreed by it.
(c) Any consent given by the Landlord shall operate as a consent only
for the particular matter to which it relates and not as a general
waiver or release of any of the provisions of this Lease nor shall
it be construed as dispensing with the necessity of obtaining the
specific consent of the Landlord in future, unless expressly so
provided.
8.8 Stamp Duty and Legal Costs. The stamp duty and any land registration fee
payable on this Lease shall be borne by the parties in equal shares. Each
party shall pay its own solicitors' costs and disbursements for the
preparation or approval of this Lease.
8.9 Notices.
(a) Any notice, demand or other communication to the Tenant in
connection with this Lease shall be sent to it at its registered
office, or at such other address in Hong Kong notified by the Tenant
to the Landlord in accordance with this Clause 8.9.
(b) Any notice, demand or other communication to the Landlord in
connection with this Lease shall be sent to it at its address set
out above or at such other address in Hong Kong notified by the
Landlord to the Tenant in accordance with this Clause 8.9.
(c) Any notice, demand or other communication required to be served
under this Lease shall be in writing delivered personally or by
prepaid letter or facsimile transmission, confirmed (in the case of
a facsimile transmission) by letter delivered personally or sent by
prepaid mail within 24 hours of dispatch of such facsimile
transmission provided that no failure to deliver or dispatch and no
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delay in delivering or dispatching such confirmatory letter shall
affect the original notice given.
(d) Any notice served pursuant to this Clause 8.9 shall be deemed to
have been served:
(i) if delivered personally, on the first Working Day following
delivery;
(ii) if sent by pre-paid letter, on the first Working Day following
the delivery; and
(iii) if sent by facsimile transmission, on the first Working Day
following successful transmission.
(e) In proving service in the case of facsimile transmission, it shall
be sufficient proof that it was properly addressed and successfully
transmitted to the correct number.
8.10 Illegality or Unenforceability. Any provision of this Lease prohibited by
or rendered unlawful by or unenforceable under any applicable law actually
applied by any court of competent jurisdiction shall, to the extent
required by such law, be severed from this Lease and rendered ineffective
insofar as is possible without modifying the remaining provisions of this
Lease. Where, however, the provisions of any such applicable law may be
waived, they are hereby waived by the parties to the full extent permitted
by such law to the end that this Lease shall be a valid and binding
agreement enforceable in accordance with its terms.
8.11 Amendments. This Lease may only be varied or modified by a supplemental
agreement or other document signed by all the parties hereto. No provision
of this Lease may be waived, discharged or terminated orally, except only
by an instrument in writing signed by the party against whom enforcement
of the waiver, discharge or termination is sought.
8.12 No Warranties.
(a) This Lease supersedes any and all previous agreements between the
parties and constitutes the entire agreement among them and there
are no other express terms (whether oral or in writing) or implied
terms agreed between them and all representations, warranties,
statements or agreements, whether orally or in writing, prior to and
simultaneously with the grant of this Lease relating to any of the
matters referred to herein are hereby waived, negated and excluded
unless otherwise agreed or confirmed by the parties in writing after
the date of this Lease.
(b) Each party acknowledges that in entering into this Lease, it is not
relying upon any representation, warranty, statement, agreement,
undertaking, promise or assurance made or given by the other or any
other person, whether or not in writing, at any time prior to or
simultaneously with the grant of this Lease which is not expressly
set out in this Lease.
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(c) The Landlord does not warrant that any or adequate insurance against
fire or any other risks exists in respect of the Building or the
property of the Tenant therein.
(d) The Landlord does not warrant that the Premises are fit for the
purposes for which they are let or for any other purpose and shall
not be responsible or liable to the Tenant for any losses in respect
thereof and the Landlord's consent to the use of the Premises is not
a warranty that the Premises are fit for such use.
(e) Nothing in this Lease implies or is to be treated as a
representation, warranty, statement, agreement, undertaking, promise
or assurance to the effect that the use of the Premises for the
purpose permitted under this Lease or the condition of the Premises
is in compliance with any lawful requirements and the Tenant takes
the Premises in their existing condition.
8.13 Rights and Easements.
(a) So far as the law allows, the Tenant is not entitled to any rights
affecting the Building and nothing in this Lease shall confer on the
Tenant any right mentioned or referred to in Section 16(1) of the
Conveyancing and Property Ordinance (Cap. 219) in either case other
than those expressly set out in this Lease.
(b) For the avoidance of doubt, it is hereby expressly agreed and
declared as between the parties that the Landlord shall not be
obliged to provide, nor shall the Tenant be entitled to require, the
provision or continuation of any rights, easements and appurtenances
(or any apparent rights, easements and appurtenances) which may be
(or may turn out to be) beyond the Landlord's own existing rights
and entitlements to so provide or continue (as the circumstances may
transpire).
8.14 Covenants Relating to Adjoining Property. The Tenant is not entitled to
the benefit of or the right to enforce or to prevent the release or
modification of any covenant, agreement or condition entered into by any
tenants of the Landlord in respect of the Building.
8.15 Distraint. For the purposes of Part III of the Landlord and Tenant
(Consolidation) Ordinance or any statutory modification or re-enactment
thereof, the Rent and Service Charges shall be in arrears if not paid in
accordance with Clause 3.1.
8.16 Confidentiality.
(a) Non-Disclosure. The Landlord and the Tenant shall not at any time
hereafter without the other's consent make any announcement or
release other publicity relating to any matter referred to in or
pertaining to this Lease or any other document entered into between
the Landlord and the Tenant relating to the Premises unless:
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(i) disclosure is required by any law, court order or the rules
and regulations of any stock exchange or other administrative,
governmental or regulatory authority to which the relevant
party may be subject; or
(ii) disclosure is to the party's lenders or legal, financial or
other professional advisers;
but nothing herein shall prevent the Landlord or Tenant registering
this Lease at the Land Registry.
(b) Extent of Obligation. The provisions of this Clause 8.16 shall
continue in full force and effect until the expiry of this Lease or
six years from the date hereof (whichever is later).
8.17 Governing Law. This Lease shall be governed by and construed according to
the law of Hong Kong and the parties shall submit to the non-exclusive
jurisdiction of the Hong Kong Courts.
8.18 Ownership of Works. Notwithstanding the other rights of the Tenant under
this Lease, the Tenant shall have no ownership rights in relation to any
works carried out to the Premises by the Tenant pursuant to Clause 3.2 of
this Lease provided that during the Term the Tenant shall have the
unfettered right free of cost to use and/or change the same but subject to
the provisions of this Lease.
9. NO PREMIUM
The Tenant acknowledges that no fine, premium, key money or other
consideration has been paid by the Tenant to the Landlord for the grant of
this Lease.
10. YEAR 2000 COMPLIANCE
10.1 Definitions. In this Clause 10:
"compliant" means that a software system or component individually and in
combination that under proper operable conditions:
(a) properly processes, uses, employs and refers to all dates after 31
December 1999 and the centuries in which they occur;
(b) correctly processes all dates and data related dates including
comparing, sequencing and calculating irrespective of whether the
dates are before or after 31 December 1999 and whether or not the
dates processed occurred before or after 31 December 1999;
(c) correctly recognises leap years, deals with the transition from 31
December 1999 to 1 January 2000 and interfaces with other computer
systems;
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without interruption, exception, error or inaccuracy arising by reason of
such dates being after 31 December 1999 and the term "compliance" is to be
interpreted accordingly;
"Computer System" means all software, systems, equipment and facilities
used by the Landlord in the Building including (without limitation) the
lifts, escalators, electrical and air-conditioning systems, databases and
integrated circuits;
"Crucial Date" means the date after which any failure of a system or
component to be compliant would have any adverse effect on the operation
or control of any component of the Computer Systems or the Tenant's
Building Equipment;
"Landlord's Tests" means the tests undertaken pursuant to Clause 10.2;
"Tenant's Building Equipment" means compliant systems or equipment
installed by the Tenant in the Building the operation or control of which
is connected with the Computer Systems;
"Tenant's Tests" means the tests undertaken pursuant to Clause 10.3.
10.2 Landlord's Obligations. The Landlord shall take all necessary actions to
ensure that the Computer Systems are compliant by the Crucial Date and
(a) test each system or component of the Computer Systems to confirm
that it is compliant;
(b) notify the scheduling of the Landlord's Tests to the Tenant in good
time for the Tenant to organise for the Landlord's Tests to be
monitored;
(c) carry out the Landlord's Tests in accordance with the notified
schedule and permit the Tenant and its consultants to observe them;
(d) if the Landlord's Tests are not passed, carry out steps (a) to (c)
inclusive again until the Landlord's Tests are passed.
10.3 Tenant's Obligations. The Tenant shall take all necessary actions to
ensure that the Tenant's Building Equipment, if not compliant upon
installation, becomes compliant as soon as possible and in any event
before the Crucial Date and
(a) test each system or component of the Tenant's Building Equipment to
confirm that is compliant;
(b) coordinate the scheduling of the Tenant's Tests with the Landlord
and permit the Landlord and/or its consultant to observe them,
(c) permit the Landlord and its consultants to inspect all plans,
specifications, vendor materials and other information on the
compliance of the Tenant's Building Equipment and to provide to the
Landlord copies of such documents;
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(d) if the Tenant's Tests are not passed, carry out steps (a) to (c)
again until the Tenant's Tests are passed.
10.4 Proprietary Information. Notwithstanding the foregoing, neither party
shall be required to permit the other to inspect proprietary information.
IN WITNESS whereof the parties have affixed their respective common seals to
this Lease on the date first above written.
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SCHEDULE 1
Particulars
Building : ▇▇▇▇▇▇ Kong Center, Queen's Road Central, Hong Kong
erected on Inland Lot No.8887.
Premises : All those office units being part of the 59th floor and
the whole of the ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, 65th, 66th,
67th and 68th floors of the Building shown for
identification coloured pink on the plans annexed to
this Lease (there being no 69th floor and no floors for
commercial or residential occupation above the 7lst
floor).
Term : Start Date: [ ]
Expiry Date: [ ]
Rent : Hong Kong Dollars Ten million, one hundred and eighteen
thousand, six hundred and fifty-four (HK$10,118,654)
per calendar month subject to review on the dates and
in the manner set out in Schedule 2.
Rent commencement
date : [ ]
Service charges : Hong Kong Dollars One million, eight hundred and
thirteen thousand, seven hundred and twenty-one
(HK$1,813,721) per calendar month subject to review in
the manner set out in Schedule 3.
Use : Offices
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SCHEDULE 2
Rent Review
1. Definitions
1.1 In this Schedule the following definitions apply unless the context
otherwise requires:
1.2 "Review Date" means the [ ] in the year 19[ ] and every third
anniversary of that date thereafter and "relevant Review Date" means the
Review Date at the beginning of the relevant Review Period.
1.3 "Review Period" means the period from any Review Date to the day before
the next Review Date (inclusive) or from the last or only Review Date to
the expiry of the Term (inclusive) (as the case may be).
1.4 "Assumptions" means the following assumptions at the relevant Review Date:
(a) that no work has been carried out on the Premises by or on behalf of
the Tenant its subtenants or their predecessors in title at any time
which has diminished the rental value of the Premises;
(b) that if the Premises have been destroyed or damaged they have been
fully restored;
(c) that the covenants contained in this Lease on the part of the
Landlord and the Tenant have been fully performed and observed;
(d) that the Premises are available to let by a willing landlord to a
willing tenant as a whole without a premium being paid by either
party and with vacant possession;
(e) to the extent that the Premises are actually sub-let at the relevant
Review Date that hypothetical undertenants are immediately available
to take underleases of such parts of the Premises;
(f) that the Premises are ready for and fitted out and equipped for
immediate occupation and use for the purpose or purposes required by
the willing tenant referred to in Paragraph 1.4(d) and that all the
services required for such occupation and use are connected to the
Premises so that the willing tenant would not require a rent-free
period or other allowance for fitting out;
(g) that the hypothetical lease is for a term equal in length to the
Term beginning on the relevant Review Date but which otherwise
contains the same terms as this Lease (except the amount of the Rent
and any rent free period in this Lease) but including (without
limitation) the provisions for rent review on the Review Dates and
at the same intervals as those in this Lease; and
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(h) that the Premises may be used for any of the purposes permitted by
this Lease or any licence or consent granted pursuant to this Lease.
1.5 "Disregarded Matters" means the following matters at the relevant Review
Date that must be disregarded:
(a) any effect on rent of the fact that the Tenant its sub-tenants or
their predecessors in title have been in occupation of the Premises;
(b) any goodwill attached to the Premises attributable to the business
of the Tenant or its sub-tenants' or their predecessors in title's
business;
(c) any increase in rental value of the Premises attributable to the
existence at the relevant Review Date of any works, alterations or
additions to the Premises carried out by the Tenant, its sub-tenants
or predecessors in title or by any lawful occupiers during or prior
to the Term Start Date with consent where required otherwise than in
pursuance of an obligation to the Landlord or its predecessors in
title (Clause 3.2 not being treated as an obligation to the Landlord
to fit out the Premises for the purpose of this Paragraph 1.5(c)
notwithstanding the provisions of Clause 8.18) but in making this
disregard no allowance is to be made for loss of use during any
hypothetical period while the improvement is being carried out.
1.6 the "President" means the President for the time being of the Hong Kong
Institute of Surveyors the duly appointed deputy of the President or any
person authorised by the President to make appointments on his behalf.
1.7 the "Valuer" means a person appointed by agreement between the parties or
in the absence of agreement nominated by the President on the application
of either party made not earlier than 6 months before the relevant Review
Date or at any time after the relevant Review Date. If the Valuer dies or
declines to act the President may on the application of either party
appoint another.
1.8 the "Difference" means any shortfall or surplus between the rent which
would have been payable had the revised rent been ascertained by the
relevant Review Date and the payments made by the Tenant on account under
Paragraph 3.1.
2. Ascertaining the Rent
2.1 The Rent shall be:
(a) until the first Review Date the Rent specified in Schedule 2;
(b) during each successive Review Period such Rent as may be ascertained
in accordance with this Schedule.
2.2 The revised Rent for any Review Period may be agreed in writing at any
time between the parties or (in the absence of agreement) will be
determined by the Valuer.
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2.3 The revised Rent to be determined by the Valuer shall be such as he shall
decide to be the open market rent which would reasonably be expected to
become payable for the Premises after making the Assumptions but
disregarding the Disregarded Matters and the Valuer shall take into
account comparable rental evidence for premises of a similar size to the
Premises in the Building or other similar buildings and in considering and
evaluating any comparable rental evidence, the Valuer shall assume that
any rent-free period (and/or financial contributions or other similar
benefits) of up to five months in duration (or the equivalent in the case
of a financial contribution or other similar benefit) granted in such
comparable transaction was for genuine fitting out purposes and that any
part of any rent free period (and/or financial contribution or other
similar benefit) in excess of five months (or the equivalent in the case
of a financial contribution or other similar benefit) granted in such
comparable transaction was granted as an inducement and not for fitting
out purposes.
2.4 The Valuer shall act as an expert and not as an arbitrator and his
decision shall be conclusive and binding on the parties.
2.5 The Tenant must allow the Valuer access to the Premises to do anything
which the Valuer considers necessary to carry out his function.
2.6 The costs and expenses of the Valuer including the cost of his appointment
shall be paid by the parties hereto in equal shares.
2.7 When the revised Rent has been ascertained in accordance with this
Schedule, memoranda to this effect shall be signed by or on behalf of the
parties and annexed to this Lease and its duplicate and the parties shall
bear their own costs of this.
2.8 Notwithstanding anything hereinbefore contained, the revised Rent for the
first Review Period shall not increase or decrease by more than 30% from
the initial rent payable by the Tenant (i.e. HK$53.00 per square foot
lettable per month).
3. Payment of revised Rent
3.1 If the revised Rent payable during any Review Period has not been
ascertained by the relevant Review Date, Rent shall continue to be payable
at the rate previously payable on account of the revised Rent for that
Review Period.
3.2 If the revised Rent payable during any Review Period has not been
ascertained by the relevant Review Date then immediately after the date
when it is agreed or the date upon which the Valuer's decision is received
by one party, the Tenant shall pay to the Landlord or the Landlord shall
pay to the Tenant (as the case may be):
(a) any Difference; and
(b) interest at the prime rate of The Hongkong and Shanghai Banking
Corporation prevailing from time to time on each part of the
Difference for the period from the date upon which such part was due
or paid (as the case may be) up to the date of payment of the entire
Difference.
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SCHEDULE 3
Service Charges
1. The "Services" means:
(a) Maintaining, cleaning, repairing, replacing, renewing, painting,
decorating or otherwise treating as the Landlord shall consider
appropriate the Building and the Service Media (not forming part of
the Premises) and any signs on or giving directions to the Building
(except where any tenant or occupier of the Building is liable for
the same) to a style and manner appropriate to a first class
commercial building.
(b) Operating, inspecting, maintaining, cleaning, repairing, replacing,
renewing, painting, decorating or otherwise treating the Common
Parts.
(c) Cooling the Premises to reasonably acceptable standards 24 hours a
day, 365 days a year and the Building during such hours as the
Landlord determines.
(d) Procuring the supply of Utilities to the Building.
(e) Providing (where appropriate) toilet requisites and hygiene services
in the toilet facilities in the Common Parts including the supply,
maintenance, repair and renewal of associated receptacles, plant and
equipment.
(f) Planting, maintaining, tending and replanting any landscaped or
planted areas at the Building.
(g) Cleaning the outside of the windows of the Building.
(h) Disposing of refuse from the Building including its collection (and
if deemed appropriate by the Landlord its compaction) and the
provision of associated receptacles, plant and equipment.
(i) Providing staff and administration and providing replacing and
renewing machinery and equipment in each case required to provide
the Services referred to in this Schedule.
(j) Effecting insurance cover in respect of the Building in such amounts
and against such risks as the Landlord deems appropriate from time
to time.
(k) Providing any other service which the Landlord shall reasonably
think appropriate for the benefit of the Building, its facilities
and amenities and the tenants of the Building or any of them or
visitors to it.
2. If any time after the first year of the Term the costs of providing the
Services have increased the Landlord may serve one month's notice upon the
Tenant increasing the Service Charges by an appropriate amount to reflect
such increase in cost such notice being accompanied by an explanatory
memorandum setting out in reasonable detail the
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nature of such increases and thereafter such increased Service Charges
shall then be payable and the Landlord's assessment of the appropriate
increase shall be conclusive (save in case of manifest error and provided
that the Tenant shall not be obliged to make payments in respect of:
(a) any capital expenditure of an extraordinary nature incurred in the
renewal or replacement of the structure of the Building or the
substantial refurbishment or redevelopment of any Common Parts; or
(b) any charges incurred in respect of the maintenance of the Tenant's
dedicated chiller and generators on the 73rd floor of the Premises
and such further dedicated generators and chiller plant as may be
installed by the Landlord from time to time or the Service Media
installed by the Landlord prior to the date hereof which run between
the duct riser openings in the core of the Building on each of the
floors of the Premises and the Tenant's dedicated chiller and
generators (and such further dedicated generators or chiller plant
and such Service Media as may be installed by the Landlord from time
to time) on the 73rd floor of the Building.
3. Further increases in the Service Charges may be made after an earlier
notice of increase has become operative.
4. Notwithstanding Paragraphs 2 and 3, any increase in the Service Charges
shall not exceed 10% per annum.
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SCHEDULE 4
Expansion Rights
1. Definitions. In this Schedule:
"Average Passing Rent" means a rent calculated by multiplying the lettable
floor area of the Relevant Premises and the average per lettable square
footage Rent payable by the Tenant for the Premises at the start of the
term of the relevant Supplemental Lease or where a rent free period is
subsisting at that time, the Rent payable for the Premises immediately
after the expiry of such rent free period (and for this purpose the
lettable floor area of the Relevant Premises and the average per lettable
square footage Rent for the Premises shall be determined by the Landlord
(it being accepted for this purpose that the lettable area of the floors
of Premises as at the date of this Lease are as shown in Schedule 7) whose
determination shall be conclusive (save in case of manifest error);
"Available Premises" means the whole or any part of a floor in the
Building which is not comprised in the Premises which may from time to
time become available for Letting during the Term;
"Further Floor Option" means the option granted under Paragraph 2(c);
"Landlord's Offer" means any offer given by the Landlord to the Tenant
pursuant to Paragraph 4.1(a);
"Letting" means making an open offer or accepting an open offer or
entering into an agreement for lease or tenancy, or entering into a lease
or tenancy and "Let" shall be construed accordingly;
"Relevant Premises" means the premises in respect of which the relevant
Option has been exercised pursuant to Paragraph 3 or in respect of which a
Landlord's Offer has been accepted pursuant to Paragraph 4.1(b) (as the
case may be);
"Rights of Second Refusal" means the rights of second refusal granted
under Paragraph 2(d);
"Option" means any of the 58th Floor Option, the 59th Floor Option or the
Further Floor Option;
"Supplemental Lease" means any lease to be entered into pursuant to
Paragraph 5;
"58th Floor Option" means the option granted under Paragraph 2(b);
"59th Floor Option" means the option granted under Paragraph 2(a);
the definitions in Schedule 2 shall have the same meaning.
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49
2. Grant of Options and Rights of Second Refusal.
Subject to there being no subsisting material breach of this Lease on the
relevant Option exercise date or (as the case may be) on the date of
acceptance of a Landlord's Offer under Paragraph 4.1(b) and subject to
Paragraphs 3.2(b) and (c), the Landlord grants to the Tenant the
following:
(a) the option to lease the whole or part of the 59th floor of the
Building not comprised in the Premises;
(b) the option to lease the whole or part of the 58th floor of the
Building;
(c) the option to lease the whole or part of any floor of the Building
to be designated by the Landlord following the exercise of such
option which designation may include the part of the 59th floor of
the Building not comprised in the Premises and the 58th floor of the
Building (if the 58th floor Option and/or the 59th floor Option have
not been exercised) Provided always that the Landlord shall make
available to the Tenant the space required upon a single floor; and
(d) the rights of second refusal to lease Available Premises in
accordance with Paragraph 4.
3. Options.
3.1 (a) The 59th Floor Option is exercisable by the Tenant at any time from
the Term Start Date to the end of the 15th month of the Term.
(b) The 58th Floor Option is exercisable by the Tenant at any time from
the Term Start Date to the end of the 39th month of the Term.
(c) The Further Floor Option is exercisable by the Tenant at any time
from the Term Start Date to the end of the 63rd month of the Term.
3.2 (a) Each Option shall be exercisable by the Tenant serving notice on the
Landlord specifying in sufficient detail the Relevant Premises.
(b) The Tenant is only entitled to exercise each Option once, whether or
not it is exercised in respect of the whole or part of the floor the
subject of such Option.
(c) Notwithstanding any other provision of this Schedule, each Option
may only be exercised in respect of part of a floor of the Building
which is demised to a third party where that part comprises, at the
exercise of such Option, the whole of the space on that floor
demised to that third party.
3.3 (a) If the 59th Floor Option is exercised and a Supplemental Lease has
been completed in accordance with Paragraph 5, the Landlord shall on
the last day of the 24th month of the Term deliver to the Tenant
vacant possession of the
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50
Relevant Premises.
(b) If the 58th floor Option is exercised and a Supplemental Lease has
been completed in accordance with Paragraph 5, the Landlord shall on
the last day of the 48th month of the Term deliver to the Tenant
vacant possession of the Relevant Premises.
(c) If the Further Floor Option is exercised, the Landlord shall as soon
as reasonably practicable following its receipt of the notice
exercising the Further Floor Option and in any event by the last day
of the 64th month of the Term, notify the Tenant of the floor
designated by the Landlord in accordance with paragraph 2(c) and of
the date on which the Landlord will deliver vacant possession of the
Relevant Premises to the Tenant which shall be at any time from and
including the 1st day of the 70th month of the Term to and including
the last day of the 74th month of the Term and subject to a
Supplemental Lease being completed in accordance with Paragraph 5,
the Landlord shall deliver to the Tenant vacant possession of the
Relevant Premises on the date so notified to the Tenant.
3.4 The rent payable by the Tenant for the Relevant Premises following the
exercise of an Option shall be the Average Passing Rent and such rent
shall be subject to review on the same dates and in the same manner as set
out in this Lease including (without limitation) on the agreement or
determination of any rent review pending at the start of the term of the
relevant Supplemental Lease.
4. Rights of Second Refusal.
4.1 (a) Subject to Paragraph 4.3, before Letting any Available Premises, the
Landlord shall make a written offer to the Tenant to lease the
Available Premises to the Tenant specifying a term start date which
shall not be earlier than 22 Working Days from and including the
date of the Landlord's Offer.
(b) The Tenant may accept the Landlord's Offer within 10 Working Days
from and including the date of its receipt of the Landlord's Offer
and the parties shall complete a Supplemental Lease under Paragraph
5 in respect of the Relevant Premises.
(c) If the Tenant does not accept the Landlord's Offer in accordance
with Paragraph 4.1(b), the Landlord may Let the Available Premises
specified in the Landlord's Offer to a third party within 6 months
from the date of the Landlord's Offer but thereafter, before Letting
such Available Premises to a third party, the Landlord must again
offer to lease such Available Premises to the Tenant in accordance
with this Paragraph 4.1 and the procedures set out in this Paragraph
4.1 shall be repeated as often as is necessary.
4.2 The rent reserved by any Supplemental Lease for the Relevant Premises
following the Tenant's acceptance of a Landlord's Offer under Paragraph
4.1(b) shall be the Average Passing Rent and such rent shall be subject to
review on the same dates and in the same manner as set out in this Lease
including (without limitation) on the agreement or
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51
determination of any rent review pending at the start of the term of the
relevant Supplemental Lease.
4.3 The Rights of Second Refusal are subject to the Landlord's rights to Let
any Available Premises to:
(a) any existing tenant of the relevant part of the Available Premises
whether or not pursuant to an option or a right of first refusal;
(b) any other third party pursuant to any option or rights of first
refusal granted to that third party.
4.4 The Tenant shall use its reasonable endeavours to inform the Landlord as
soon as possible of its intention to lease Available Premises.
5. Supplemental Leases.
5.1 (a) Following the exercise by the Tenant of an Option under Paragraph 3
and subject to there being no subsisting material breach of this
Lease, the parties shall on or before the date for delivery of
vacant possession of the Relevant Premises under Paragraph 3.3 enter
into a Supplemental Lease of the Relevant Premises.
(b) Following the Tenant's acceptance of a Landlord's Offer under
Paragraph 4.1(b) and subject to there being no subsisting material
breach of this Lease, the parties shall within 10 Working Days from
and including the date of the Tenant's said acceptance enter into a
Supplemental Lease of the Relevant Premises.
5.2 Any Supplemental Lease shall be on the following terms:
(a) the rent shall be the amount referred to in Paragraphs 3.4 or 4.2
(as the case may be);
(b) the Relevant Premises shall be aggregated with the Premises for the
purposes of the sub-letting rights granted under Clause 3.11 and the
rent review provisions contained in Schedule 2;
(c) (i) where the Supplemental Lease follows the exercise of an Option
the relevant term start date shall be the date on which vacant
possession of the Relevant Premises concerned are to be
delivered by the Landlord to the Tenant under Paragraph 3.3;
(ii) where the Supplemental Lease follows the exercise of the
Rights of Second Refusal, the relevant term start date shall
be the date specified in the Landlord's Offer;
(d) the term shall expire or determine on the same date as the Term;
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52
(e) the rent shall be payable from and including the first day of the
fourth month from the relevant term start date; and
(f) otherwise on the same terms and conditions as this Lease other than:
(i) the rent;
(ii) the rent free periods referred to in Clause 2(d);
(iii) this Schedule;
(iv) the service charges which shall nevertheless be charged at the
same per square footage rate as the Service Charges for the
Premises;
(v) Clause 8.1 (except in respect of a Supplemental Lease of the
59th floor of the Building);
(vi) Clause 3.4 which shall be amended to require reinstatement to
bare shell condition save insofar as the items to be
reinstated, reconnected or removed referred to in paragraphs
(a) - (f) thereof are or have been installed within the
Relevant Premises by the Landlord pursuant to Paragraph 6 or
any other agreement between the Landlord and the Tenant;
(vii) Clause 2(b)(iii) and (iv) which shall be amended to grant
shared rights in common with the Tenant and its sub-tenants;
(viii) Clause 3.10 which shall be amended to permit assignment only
to an assignee of this Lease;
(ix) Schedule 5 which shall be amended so the compensation payable
under paragraph 3 thereof shall be calculated in accordance
with the following formula:
a
---- x b
72
where:
a = each whole month of the unexpired term of the
Supplemental Lease on the date of termination
b = an amount equal to the rent which would otherwise have
been payable during the 3 months rent-free period
granted under the Supplemental Lease
(x) such other modifications as the circumstances reasonably
require;
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53
but including (without limitation) the provisions for rent
review provided that paragraph 2.8 of Schedule 2 shall only be
incorporated in such Supplemental Lease if the rent under such
Supplemental Lease falls to be reviewed on the same date as
the first Review Date under this Lease or if such first review
is pending at the start of the term of the Supplemental Lease.
6. Works.
(a) Without prejudice to any other agreement between the Landlord and
the Tenant, and without prejudice to Paragraph 6(b), (c) and (d),
the Relevant Premises shall be delivered in bare shell condition.
(b) Following the exercise by the Tenant of an Option under Paragraph
3.1(c) and subject in either case to there being no subsisting
material breach of this Lease, if the Tenant notifies the Landlord
before the start of the term of the relevant Supplemental Lease that
such construction, installation and modification is required, the
Landlord shall at its own cost carry out and complete the following
works by the start of the term of the relevant Supplemental Lease or
within 4 months from the date of such notice (whichever is the
later):
(i) the modification of the underfloor air-conditioning system in
the Expansion Premises to a system comprising a control VAV
system with duct works, VAV boxes and controls above the
suspended ceiling, the system being DDC controlled with the
following design conditions:
(1) Ceiling plenum-free return;
(2) Indoor conditions: 23+/-1(degree)C and 50+/-5% RH in
summer and about 20(degrees)C in winter;
(ii) the construction of inter tenancy walls;
(iii) the installation of a separate electricity meter and
modifications to the air-conditioning and other associated
mechanical and electrical systems to suit the control
mechanism for the remaining tenants on the same floor.
(c) Following the exercise by the Tenant of an Option under Paragraph
3.1(c) and/or the Tenant's acceptance of a Landlord's Offer under
Paragraph 4.1(b) and subject in either case to there being no
subsisting material breach of this Lease, if the Tenant notifies the
Landlord before the start of the term of the relevant Supplemental
Lease that such works are required, the Landlord shall at its own
cost carry out and complete the following works by the start of the
term of the relevant Supplemental Lease or within 4 months from the
date of such notice (whichever is the later):
(i) additional electricity to meet the relevant requirements from
the Relevant Premises;
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54
(ii) additional normal and supplementary cooling capacity; and
(iii) a dedicated duct shaft if the Relevant Premises are on the
58th floor and any other floor immediately below where all
contiguous floors are demised to the Tenant and the duct shaft
is capable of being dropped vertically;
provided that the works referred to in Paragraphs 6(c)(i) and (ii)
shall be of a standard commensurate with the remainder of such
Service Media in the Premises and of such capacity as is specified
in the Engineering Summary attached hereto in relation to a maximum
aggregate lettable floor area in the Building demised or to be
demised to the Tenant under any document to the intent that the
Landlord shall have no liability to carry out such works in respect
of any greater aggregate demised area.
(d) The Landlord shall procure that the works referred to in Paragraphs
6(a) and (b) are constructed and carried out:
(i) in a good and workmanlike manner and in accordance with good
building practice;
(ii) with good and suitable materials;
(iii) in accordance with the Government grant under which the
Landlord holds the Premises.
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SCHEDULE 5
Termination Rights
1. Subject to Paragraph 2, the Tenant may terminate this Lease in respect of
(a) the whole of the Premises;
(b) one or more whole floors of the Premises; or
(c) part of any whole floor or floors of the Premises (but such part
shall be not less than 5,000 square foot lettable on any one floor
and shall provide for sufficient corridor access to the common parts
of the Building and to the emergency exits on the relevant floor);
on the 6th anniversary of the Term Start Date and on every subsequent
anniversary of the Term Start Date by giving to the Landlord at least six
months' prior written notice and upon the expiry of such notice this Lease
shall, insofar as it relates to the part or whole of the Premises
specified in any such notice, cease to be of further effect but any right
of action of the parties shall remain.
2. The rights set out in Paragraph 1 are conditional upon there being no
material subsisting breach of this Lease at the due date for the
termination of this Lease (in whole or in part) pursuant to such notice.
3. (a) The rights set out in Paragraph 1 are conditional upon the Tenant
paying to the Landlord on the relevant date of termination an amount
in compensation calculated as follows:
(i) termination on the 6th anniversary of the Term Start Date, 14
months' Rent;
(ii) termination on the 7th anniversary of the Term Start Date, 12
months' Rent;
(iii) termination on the 8th anniversary of the Term Start Date, 10
months' Rent;
(iv) termination on the 9th anniversary of the Term Start Date, 8
months' Rent;
(v) termination on the 10th anniversary of the Term Start Date, 6
months' Rent; and
(vi) termination on the 11th anniversary of the Term Start Date, 4
months' Rent.
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(b) For the purposes of Paragraph 3(a), the Rent shall be deemed to be
HK$53 per lettable square foot of the Premises the subject of the
Tenant's notice under Paragraph 1.
(c) If the Tenant surrenders the whole (but not a part) of the Premises,
the amount payable under Paragraph 3(a) shall be reduced by the
following amounts:
(i) termination on the 6th anniversary of the Term Start Date, by
HK$4,800,000.00
(ii) termination on the 7th anniversary of the Term Start Date, by
HK$3,840,000.00
(iii) termination on the 8th anniversary of the Term Start Date, by
HK$3,072,000.00
(iv) termination on the 9th anniversary of the Term Start Date, by
HK$2,457,600.00
(v) termination on the 10th anniversary of the Term Start Date, by
HK$1,966,080.00
(vi) termination on the 11th anniversary of the Term Start Date, by
HK$1,572,864.00.
4. Notwithstanding the provisions of this Schedule, the Tenant shall
use all reasonable endeavours to inform the Landlord as soon as it
intends or is likely to exercise the rights set out in Paragraph 1.
5. Following any termination of this Lease in respect of any part of
the Premises pursuant to Paragraph 1:
(a) the Rent and Service Charges shall be adjusted so as to be
calculated on the basis of the lettable floor area of the
remaining Premises which shall be determined by the Landlord
and such determination shall be conclusive (save in case of
manifest error) but all other terms and conditions of this
Lease shall remain unchanged; and
(b) the Guarantee shall be replaced by a new Guarantee for an
amount totalling two month's Rent and Service Charges then
payable.
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SCHEDULE 6
Television Services
For Asiasat 1
CCTV 1
CHANNEL (V)
▇▇▇▇▇▇▇
▇▇▇▇ TV
STAR PLUS
For Palapa C2
GUJARAT TV
TV5 ASIA
RCTI
TVRI
ATV (TV SHOPPING NETWORK-TVSN)(AUST)
SCTV
ABN - ASIA BUSINESS NEWS
RTB
CFI - CANAL FRANCE INT.
TPI
For Asiasat-2
CCTV 4
MONGOLIAN TV
EGYPTIAN SATELLITE CHANNEL - ESC
WORLDNET/C.SPAN/▇▇▇▇▇-▇▇▇▇ USA
RTP
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SCHEDULE 7
Initial floor Area
Estimated Area
Floor of Building (sq. ft. lettable)
----------------- ------------------
68 22,381
67 22,381
66 22,381
65 22,381
63 22,381
62 22,381
61 22,027
60 22,027
59 12,578
-------
Total 190,918
47
59
SEALED with the Common Seal of )
the Landlord and SIGNED by )
)
)
whose signature(s) is/are verified )
by: )
Solicitor, Hong Kong SAR
SEALED with the Common Seal of )
the Tenant and SIGNED by )
)
)
whose signature(s) is/are verified )
by: )
Solicitor, Hong Kong SAR
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▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
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▇▇▇▇▇▇▇▇▇ Whampoa Property QUEEN'S ROAD CENTRAL / GARDEN ROAD [ILLEGIBLE]
-------------------------- IL 8887 [ILLEGIBLE]
The property group of DWG TITLE: 61/F FLOOR PLAN
▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
================================================================================
ALL PLANS ARE SUBJECT TO THE
AMENDED PLANS TO BE APPROVED
BY THE BUILDING AUTHORITY FOR IDENTIFICATION PURPOSE ONLY
63
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Property JOB NO.: 51219502 [ILLEGIBLE]
(Management & Agency) Ltd. ----------------------------------
JOB: ▇▇▇▇▇▇ KONG CENTER [ILLEGIBLE]
▇▇▇▇▇▇▇▇▇ Whampoa Property QUEEN'S ROAD CENTRAL / GARDEN ROAD [ILLEGIBLE]
-------------------------- IL 8887 [ILLEGIBLE]
The property group of DWG TITLE: 62/F FLOOR PLAN
▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
================================================================================
ALL PLANS ARE SUBJECT TO THE
AMENDED PLANS TO BE APPROVED
BY THE BUILDING AUTHORITY FOR IDENTIFICATION PURPOSE ONLY
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Property JOB NO.: 51219502 [ILLEGIBLE]
(Management & Agency) Ltd. ----------------------------------
JOB: ▇▇▇▇▇▇ KONG CENTER [ILLEGIBLE]
▇▇▇▇▇▇▇▇▇ Whampoa Property QUEEN'S ROAD CENTRAL / GARDEN ROAD [ILLEGIBLE]
-------------------------- IL 8887 [ILLEGIBLE]
The property group of DWG TITLE: 63/F FLOOR PLAN
▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
================================================================================
ALL PLANS ARE SUBJECT TO THE
AMENDED PLANS TO BE APPROVED
BY THE BUILDING AUTHORITY FOR IDENTIFICATION PURPOSE ONLY
65
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Property JOB NO.: 51219502 [ILLEGIBLE]
(Management & Agency) Ltd. ----------------------------------
JOB: ▇▇▇▇▇▇ KONG CENTER [ILLEGIBLE]
▇▇▇▇▇▇▇▇▇ Whampoa Property QUEEN'S ROAD CENTRAL / GARDEN ROAD [ILLEGIBLE]
-------------------------- IL 8887 [ILLEGIBLE]
The property group of DWG TITLE: 65/F FLOOR PLAN
▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
================================================================================
ALL PLANS ARE SUBJECT TO THE
AMENDED PLANS TO BE APPROVED
BY THE BUILDING AUTHORITY FOR IDENTIFICATION PURPOSE ONLY
66
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Property JOB NO.: 51219502 [ILLEGIBLE]
(Management & Agency) Ltd. ----------------------------------
JOB: ▇▇▇▇▇▇ KONG CENTER [ILLEGIBLE]
▇▇▇▇▇▇▇▇▇ Whampoa Property QUEEN'S ROAD CENTRAL / GARDEN ROAD [ILLEGIBLE]
-------------------------- IL 8887 [ILLEGIBLE]
The property group of DWG TITLE: 66/F FLOOR PLAN
▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
================================================================================
ALL PLANS ARE SUBJECT TO THE
AMENDED PLANS TO BE APPROVED
BY THE BUILDING AUTHORITY FOR IDENTIFICATION PURPOSE ONLY
67
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Property JOB NO.: 51219502 [ILLEGIBLE]
(Management & Agency) Ltd. ----------------------------------
JOB: ▇▇▇▇▇▇ KONG CENTER [ILLEGIBLE]
▇▇▇▇▇▇▇▇▇ Whampoa Property QUEEN'S ROAD CENTRAL / GARDEN ROAD [ILLEGIBLE]
-------------------------- IL 8887 [ILLEGIBLE]
The property group of DWG TITLE: 67/F FLOOR PLAN
▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
================================================================================
ALL PLANS ARE SUBJECT TO THE
AMENDED PLANS TO BE APPROVED
BY THE BUILDING AUTHORITY FOR IDENTIFICATION PURPOSE ONLY
68
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Property JOB NO.: 51219502 [ILLEGIBLE]
(Management & Agency) Ltd. ----------------------------------
JOB: ▇▇▇▇▇▇ KONG CENTER [ILLEGIBLE]
▇▇▇▇▇▇▇▇▇ Whampoa Property QUEEN'S ROAD CENTRAL / GARDEN ROAD [ILLEGIBLE]
-------------------------- IL 8887 [ILLEGIBLE]
The property group of DWG TITLE: 68/F FLOOR PLAN
▇▇▇▇▇▇▇▇▇ Whampoa Property [LOGO] [ILLEGIBLE]
================================================================================
ALL PLANS ARE SUBJECT TO THE
AMENDED PLANS TO BE APPROVED
BY THE BUILDING AUTHORITY FOR IDENTIFICATION PURPOSE ONLY
69
ENGINEERING SUMMARY
70
ppe <1
Summary of Engineering Requirements
([ILLEGIBLE] General Power Back-up for Banking Floors Based on Additional Floor
for Every 2 Year Growth)
Year Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8
---- ------ ------ ------ ------ ------ ------ ------ ------ ------
Area Requirement
Total area requirements (sf) 180000 180000 202500 202500 225000 225000 247500 247500 270000
Number of Floors Required 8 8 9 9 10 10 11 11 12
Space [ILLEGIBLE] (per existing facilities)
Office 68% 68% 68% 68% 68% 68% 68% 68% 68%
Trading 25% 25% 25% 25% 25% 25% 25% 25% 25%
Equipment Room 7% 7% 7% 7% 7% 7% 7% 7% 7%
Area Summary (Approx.)
Offices (sf) 122400 122400 137700 137700 153000 153000 168300 168300 183600
Trading (sf) 45000 45000 50625 50625 56250 56250 61875 61875 67500
Equipment room (sf) 12600 12600 14175 14175 15750 15750 17325 17325 18900
Engineering Requirements
Trading Floor (kw)
Cooling capacity (solar load not included) 828 828 932 932 1035 1035 1139 1139 1242
Equipment power supply (generator maintained) 644 644 724 724 804 804 885 885 965
Lighting power 90 90 101 101 113 113 124 124 135
Banking Floor (kw)
Cooling capacity (solar load not included) 979 979 1102 1102 1224 1224 1346 1346 1469
Equipment power supply (generator maintained) 490 490 551 551 612 612 673 673 734
Lighting power 245 245 275 275 306 306 337 337 367
Equipment Room (kw)
Cooling capacity (solar load not included) 977 977 1099 1099 1221 1221 1343 1343 1465
Equipment power supply (generator maintained) 927 927 1043 1043 1159 1159 1275 1275 1391
Lighting power 25 25 28 28 32 32 35 35 38
Total cooling capacity (solar load not included) (kw) 2784 2784 3132 3132 3480 3480 3820 3820 4176
Total normal power (kw) 2420 2420 2723 2723 3026 3026 3328 3328 3631
Total general power (kw) 2060 2060 2318 2318 2576 2576 2833 2833 3091
Year Year 9 Year 10 Year 11 Year 12
---- ------ ------- ------- -------
Area Requirement
Total area requirements (sf) 270000 292500 292500 315000
Number of Floors Required 12 13 13 14
Space [ILLEGIBLE] (per existing facilities)
Office 68% 68% 68% 68%
Trading 25% 25% 25% 25%
Equipment Room 7% 7% 7% 7%
Area Summary (Approx.)
Offices (sf) 183600 198900 198900 214200
Trading (sf) 67500 73125 73125 78750
Equipment room (sf) 18900 20475 20475 22050
Engineering Requirements
Trading Floor (kw)
Cooling capacity (solar load not included) 1242 1346 1346 1449
Equipment power supply (generator maintained) 965 1046 1046 1126
Lighting power 135 146 146 158
Banking Floor (kw)
Cooling capacity (solar load not included) 1469 1591 1591 1714
Equipment power supply (generator maintained) 734 796 796 857
Lighting power 367 398 398 428
Equipment Room (kw)
Cooling capacity (solar load not included) 1465 1587 1587 1709
Equipment power supply (generator maintained) 1391 1507 1507 1623
Lighting power 38 41 41 44
Total cooling capacity (solar load not included) (kw) 4176 4524 4524 4871
Total normal power (kw) 3631 3933 3933 4236
Total general power (kw) 3091 3348 3348 3606
Notes
1. Cooling capacities do not include base building cooling such as solar
load.
2. Cooling plant for trading and equipment room shall be operating 7 days 24
hours with plant equipment backed up by generator supply.
3. Dedicated clean earthing [ILLEGIBLE] shall be provided to the leased
floors.