EXHIBIT 10.7
Dated the 3rd day of May 2000
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▇▇▇▇▇▇▇ LIMITED
(as Landlord)
AND
IASIAWORKS (HK) LIMITED
(as Tenant)
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TENANCY AGREEMENT
of
27th Floor of Hongkong ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
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INDEX
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Page No.
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SECTION I : AGREEMENT
Agreement 1
Parties 1
Recitals 1
1.01 Premises 2
Term 3
Rent 4
SECTION II : PAYMENT OF RENT AND OTHER CHARGES
2.01 Rent 4
Air-conditioning Charges 4
Management Charges 5
2.02 Rates etc. 6
2.03 Utility Charges and Deposits 7
2.04 Cleaning Charges 7
2.05 No further charges 7
SECTION III : TENANTS OBLIGATIONS
3.01 No breach of Ordinances 8
3.02 To permit access 8
3.03 Fitting out 9
3.04 To keep the Interior in good repair l5
3.05 Installation of wires cables and services 15
3.06 Repair of Electrical Installations 18
3.07 Good Repair of Toilets and Water Apparatus 18
3.08 Cleaning of Drains 18
3.09 Repair of Windows and Glass 19
3.10 Indemnification of Landlord and Insurance 19
3.11 Protection from Typhoon 20
3.12 To permit Landlord to enter and view 20
3.13 To execute repair on receipt of notice 21
3.14 Outside Windows 21
3.15 Inform Landlord of Damage 21
3.16 Cleaning and Cleaning Contractors 21
3.17 Refuse and Garbage Removal 22
3.18 Installation of Telephone Cables 22
3.19 Directory Boards 22
3.20 Contractors/Employees/Invitees and Licensees 23
3.21 Damage to Building 23
3.22 Building Rules and Regulations 23
3.23 User 24
3.24 Yielding up Premises and Handover 24
3.25 Inform Landlord of change of business name 26
SECTION IV : LANDLORD OBLIGATIONS AND RIGHTS
4.01 Quiet Enjoyment 26
4.02 Government Rent 26
4.03 Roof and Main Structure 27
4.04 Maintenance of Common Areas 27
4.05 Maintenance of Services 28
4.06 Air-conditioning 28
4.07 Observance of Head Lease 29
4.08 Rights Reserved to the Landlord 29
SECTION V : RESTRICTIONS AND PROHIBITIONS
5.01 Installation and Alterations 32
5.02 Injury to Walls or Floors 34
5.03 No Alterations to Exterior 34
5.04 Obstructions to Outside Windows 34
5.05 Not erect gates or grilles 34
5.06 Noise 35
5.07 Signs 35
5.08 Auctions Sales 36
5.09 Illegal or Immoral Use 36
5.10 Sleeping or Domestic use 36
5.11 Storage Of Merchandise and Hazardous Goods 37
5.12 User 37
5.13 Obstructions in Passages 38
5.14 Parking & Loading 38
5.15 Deliveries and use of Passenger Lifts 38
5.16 Preparation of food and Prevention of Odours 39
5.17 Not to misuse lavatories 39
5.18 Animals, Pets and Infestation 40
5.19 No Touting 40
5.20 Breach of Government Lease or Conditions or Deed of 40
Mutual Covenant
5.21 Breach or Insurance Policy 41
5.22 A1ienation 41
5.23 Advertising of Premises 43
5.24 Not to commit breach of Head Lease 44
SECTION VI : EXCLUSIONS
6.01 (a) Lifts/Air-conditioning/Utilities 44
(b) Fire and Overflow of Water 45
(c) Security 45
SECTION VII : ABATEMENT OF RENT
7.01 Suspension of Rent in case of Fire, etc 46
SECTION VIII : DEFAULT
8.01 Default 48
8.02 Interest 50
8.03 Acceptance of Rent 50
8.04 Acts of Employees Invitees and Licensees 51
8.05 Distraint 51
SECTION IX : DEPOSIT
9.O1 Deposit 51
9.02 Increase in Deposit 52
9.03 Repayment of Deposit 53
SECTION X : REGULATIONS
10.01 Introduction of Regulations 53
10.02 Conflict 54
SECTION XI : INTERPRETATION AND MISCELLANEOUS
11.01 Marginal Notes, Headings and Index 54
11.02 Definitions 54
11.03 Gender 56
11.04 Lettable Floor Area 56
11.05 Name of Building 56
11.06 Alterations to the Building 57
11.07 Condonation not a waiver 57
11.08 Letting Notices and Entry 58
11.09 Service of Notice 58
11.10 Stamp Duty and Costs 58
11.11 Deed of Mutual Covenant 59
11.12 No Key Money 59
11.13 Entire Agreement 60
11.14 Landlord's warranty 60
SECTION XII : SPECIAL CONDITIONS
12. Special Conditions 60
FIRST SCHEDULE
Part I Parties 62
Part II The Building and the Premises 62
Part III Management of Charges 63
Part IV Rent free period 63
SECOND SCHEDULE
Part I Particulars of Rent 65
Part II Particulars of Air-conditioning Charges 65
Part III Management Charges 65
Part IV Deposit 65
THIRD SCHEDULE
Part I User 66
FOURTH SCHEDULE
Special Conditions 67
Signature 72
Plan(s) annexed
SECTION 1
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AGREEMENT
1. This Agreement made this 3rd day of May, Two Thousand BETWEEN
Parties (i) ▇▇▇▇▇▇▇ LIMITED whose registered office is situate at 39/F, Hong Kong
Telecom Tower, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong ("the
Landlord" which expression shall include its successors in title and assigns) of
the one part and
(ii) The party particulars of whom are set out in Part I of the First Schedule
hereto, ("the Tenant") of the other part.
Recitals WHEREAS :-
(1) Under and by virtue of an Agreement for Lease dated 21st May 1992 and
registered in the Land Registry by Memorial No. 5342490 and the Lease to be
issued pursuant thereto (collectively "the Head Lease"), ▇▇▇▇▇▇ Valley Estates
Limited ("the Head Landlord") as Owner agreed to let and the Landlord as lessee
agreed to take the Building more particularly described in Part II of the First
Schedule ("the Building") for the term of 999 years from and
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including the 2nd February 1882, less the last 3 days thereof.
(2) The Landlord has agreed to grant to the Tenant a tenancy of the Premises
("the Premises") more particularly described in Part II of the First Schedule
and forming part of the Building for the term and subject to the conditions
hereinafter appearing, for which the Head Landlord's approval has been given.
(3) This Agreement is a Permitted Short Term Underlease within the meaning of
the Head Lease.
NOW IT IS HEREBY AGREED as follows:-
Premises 1.01 The Landlord hereby agrees to let to the Tenant and the Tenant hereby
agrees to take a tenancy of ALL THOSE the Premises forming part of all that the
Building TOGETHER WITH the use in common with the Landlord the Head Landlord and
all others having the like right of (i) the landlord's driveways, entrances,
staircases, landings and passages in the Building in so far as the same are
necessary for the proper use and enjoyment of the Premises; (ii) the lift
service and air-conditioning service in the Building and (iii) the free and
uninterrupted passage
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and running of water soil gas electricity and other services through the sewers
drains pipes cables wires and other service media in or upon the Building or the
raised floors therein and serving the Premises and subject to the terms of the Head
Lease FOR THE TERM specified in Part III of the First Schedule hereto ("the Term")
YIELDING AND PAYING therefor throughout the Term the rent set out in Part I
Rent of the Second Schedule (subject to a rent-free period as provided for and subject
to the terms as set out in Part IV of the First Schedule) and by way of the
air-conditioning charges and management charges as set out Parts I, II and III
of the Second Schedule which rent shall be paid exclusive of rates in advance
free and clear of all deductions on the first day of each calendar month
throughout the Term the first and last of such payments to be apportioned
according to the number of days in the calendar month in which the Term
commences or ends.
SECTION II
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PAYMENT OF RENT AND OTHER CHARGES
2. The Tenant hereby agrees with the Landlord as
follows:-
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Rent 2.01 To pay on the days and in the manner hereinbefore provided without
deduction or set off in Hong Kong Currency the rent and the following:
Air-conditioning (a) the Air-Conditioning Charges from time to time payable by the Tenant as set
Charges out in Part II of the Second Schedule;
(b) in addition to the Air-Conditioning Charges referred to in Part II of the
Schedule, if at any time during the Term the cost of providing the
air-conditioning service including (without limitation) the amount payable in
respect thereof by the Landlord to the Manager under the Head Lease, the cost of
maintenance, staff, replacement parts, depreciation, electricity and all other
costs related to such service shall have increased, the Landlord shall be
entitled to increase the Air-Conditioning Charges payable by the Tenant by a
reasonable amount proportionate to the lettable area of the Premises and
proportionate to the increase in the cost to cover the increase in the cost of
providing the service in the first instance since the date hereof and on each
occasion thereafter since the last increase and not less than one
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month's notice in writing of each increase shall be served setting out the
reasons for the increase.
(c) any Air-Conditioning Charges payable by the Tenant for additional
air-conditioning services provided by the Landlord from time to time as provided
in Clause 4.06(b) of Section IV, and
Management (d) Management Charges for management services provided by the Manager and/or
Charges the Landlord and the monthly recurring amounts (except those of a capital or
non-recurring nature) expended by the Landlord in relation to the management and
maintenance of all non-structural portions of the Development which are not let
or intended to be let to or occupied by individual tenants ("the Common Areas")
from time to time payable by the Tenant as set out in Part III of the Second
Schedule.
(e) in addition to the Management Charges referred to in Part III of the Second
Schedule, if at any time or times during the Term the cost to the Landlord of
providing
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the management service to the Common Areas, including (without limitation) the
amount payable in respect thereof by the Landlord to the Manager under the Head
Lease, the cost of maintenance of plant and machinery, staff, replacement of
parts, depreciation, cost of electricity or other services and all other costs
related to such service shall have increased, the Landlord shall have the right
to increase the amount of the Management Charges payable by the Tenant by a
reasonable amount proportionate to the lettable area of the Premises to cover
the increase in the cost to the Landlord of providing the management service
since in the first instance the date hereof and thereafter since the date of the
last increase and not less than one month's prior notice in writing notifying
the Tenant of an increase in the Management Charge and setting out the reason
for the increase shall be served.
Rates etc. 2.02 To pay and discharge all rates, taxes, charges and outgoings of an annual,
non-capital or recurring nature now or hereafter to be imposed or levied on the
occupier of the Premises by the Government of Hong Kong
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(Government Rent and Property Tax and payments of a capital or non-recurring
nature alone excepted). Without prejudice to the generality of this sub-clause
the Tenant shall pay all rates imposed on the Premises in the first place to the
Landlord who shall settle the same with the Hong Kong Government.
Utility Charges 2.03 To pay and discharge all deposits and charges in respect of water,
and Deposits electricity and telephone as may be shown by or operated from the Tenant's own
metered supplies or by accounts rendered to the Tenant by the appropriate
utility companies in respect of all such utilities consumed on or in the
Premises.
Cleaning Charges 2.04 To pay the cost of the daily cleaning of the Premises including the
passenger and the service lift lobbies on the floor(s) of the Building on which
the Premises are situated and of the removal litter therefrom.
No further 2.05 Other than the charges herein expressly mentioned to be payable by the
charges Tenant, no further charges shall be payable by the Tenant to the Landlord in
respect of the Premises or any part thereof.
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SECTION III
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TENANT'S OBLIGATIONS
3. The Tenant hereby agrees with the Landlord:-
No breach of 3.01 Not to commit any breach and to indemnify the Landlord against the breach
Ordinances of all ordinances, regulations, bye-laws, rules and requirements of any
Governmental or other competent authority relating to the use and occupation of
the Premises by the Tenant or any other act, deed, matter or thing done,
permitted, suffered or omitted therein or thereon by the Tenant or any employee
agent licensee or permitted sub-tenant of the Tenant and without prejudice to
the foregoing to obtain and maintain in force and to observe and comply with the
terms of any approval licence or permit required by any Governmental or other
competent authority in connection with the Tenant's use and occupation of the
Premises prior to the commencement of the Tenant's business and to indemnify the
Landlord against the consequences of any breach of this provision provided that
the Landlord shall provide the Tenant with a copy of the occupation permit in
respect of the Premises;
To permit access 3.02 To permit the Landlord and all persons
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authorised by it upon prior appointment (except in the case of emergency) to
enter upon the Premises for any purpose which in the reasonable opinion of the
Landlord is necessary to enable it to comply with the covenants on the part of
the lessee and the conditions contained in the Head Lease.
Fitting out 3.03 To fit out the interior of the Premises in accordance with such plans and
specifications as shall have been first submitted to and approved by the
Landlord in writing (such approval not to be unreasonably withheld) in a good
and proper workmanlike manner, such fitting out to include but not be limited to
the following:-
(a) Connection and reticulation of all electrical wiring including wiring to
light fittings together with control switching etc. within the Premises (whether
underneath the raised flooring above the false ceilings or otherwise);
(b) All floor finishes and partitioning within the Premises provided that any
partitioning installed by the Tenant within the Premises shall be dry
partitioning only;
(c) Any alteration to the sprinkler system
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necessitated by the Tenant's layout of the Premises
the same to be in all respects in accordance with all
permits and consents and in compliance with the
requirements of the Fire Services Department;
(d) Any alteration to the air-conditioning ducting
that may be required by the Tenant's internal layout
of the Premises;
(e) Internal decoration, furnishings and specialised
Tenant's equipment;
(f) Any alteration to the raised flooring including
the alignment, re-alignment or removal of the raised
flooring system, the creation, of openings in the
raised floor panels and the cutting or sub-division
of the raised floor panels;
Provided:
(A) The Tenant shall at its own cost prepare and
submit to the Landlord suitable drawings, plans and
specifications of the works to be carried out by the
Tenant together with
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schematic sketches showing intent as to the Tenant's
design and layout proposals (hereinafter collectively
called "the Tenant's Plans") to enable the Premises
to be fitted out and completed for the purposes
specified in this Agreement. The Tenant's Plans
shall, without limitation :-
(a) include detailed drawings, plans and specifications
for all interior layout, decorations, fittings,
installations, partitionings and floor coverings;
(b) include detailed drawings, plans and specifications of
all electrical installations which shall be connected
to the electrical system installed by the Landlord;
(c) include details of any proposed amendments, additions
or alterations to any electrical mechanical or other
building services;
(d) not be in breach of all relevant Ordinances,
regulations and bye-laws
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from time to time issued by the Government of Hong
Kong;
(B) The Landlord shall inform the Tenant within 7
days from the submission or re-submission of the
Tenant's Plans to the Landlord as to whether the
Tenant's Plans are approved or disapproved or whether
any modifications thereto are required;
(C) The Tenant acknowledges and agrees that no delay
howsoever occasioned in submitting or re-submitting
the Tenant's Plans including any delay on the part of
the Landlord in the approval of the same shall
entitle him to any extension of the rent free period
as specified in Part IV of the First Schedule, and
subject to Clause 1.2 of the Fourth Schedule hereto
all interior fitting out and decoration works
(including any alterations required to the Building's
services) shall be at the Tenant's own cost and
expense;
(D) Under no circumstances shall the Tenant be
entitled to commence any fitting out work to the
Premises before the Tenant's Plans shall have been
approved by the Landlord unless
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otherwise agreed in writing by the Landlord;
(E) Any and all work involving any alteration to or
modification of or in any way associated with the
electrical system, the sprinkler system, the security
system, the plumbing and drainage system and piping
and the fixed air-conditioning ducting, chilled water
pipes and air-conditioning controls shall be carried
out only by contractors in respect of whom the prior
approval in writing of the Landlord shall have been
obtained (such approval not to be unreasonably
withheld or delayed) IT BEING AGREED that in no
circumstances shall any such work be commenced or be
permitted to be commenced by any contractor who shall
not first have been approved in writing by the
Landlord. All works to be carried out by the Tenant
its contractors or sub-contractors shall be carried
out in accordance with any FITOUT RULES as may be
issued by the Landlord or the Manager from time to
time provided that the Landlord shall provide a copy
of the Fitout Rules to the Tenant at the Landlord's
expense and provided that the same shall be
reasonable and the Tenant shall pay and reimburse to
the Landlord on demand any
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reasonable fees and/or costs incurred by the Landlord
in consulting outside architect and/or outside
specialist consultants in respect of the Tenant's
fitting out plans provided that the outside architect
and/or specialist consultants and the fees proposed
to be charged by them shall be subject to the prior
approval of the Tenant, such approval not to be
unreasonably withheld or delayed;
(F) That the Tenant will not cause or permit to be
made any subsequent variation to the approved fitting
out plans and specifications or to the approved
interior design or layout of the Premises without the
previous approval in writing of the Landlord (such
approval not to be unreasonably withheld or delayed)
and in the event of such approval being requested it
shall be a condition precedent to the granting
thereof that the Tenant shall pay to the Landlord any
reasonable fees and/or costs incurred by the Landlord
in consulting outside architect and/or outside
specialist consultants in respect of such variations
provided that the outside architect and/or specialist
consultants and the fees proposed to be charged by
them shall be subject to the
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prior approval of the Tenant, such approval not to be unreasonably withheld;
To Keep the 3.04 To keep and maintain at the expense of the Tenant all the non-structural
interior in good interior parts of the Premises including the flooring raised flooring and cables
repair and wires installed thereunder the interior plaster or other finishing material
or rendering to walls floors and ceilings and the Landlord's fixtures and
fittings therein including (without limitation) all doors, windows, electrical
installations and wiring, light fittings, suspended ceilings, fire fighting
apparatus and air-conditioning ducting and all non-concealed waste, drain, water
and other pipes and sanitary apparatus and fittings therein and all painting,
papering and decoration thereof in good clean tenantable substantial and proper
repair and condition and as may be appropriate from time to time properly
painted and decorated (fair wear and tear and structural and inherent defects
and damages caused by matters mentioned in Clause 7.01 hereof excepted);
Installation of 3.05 (a) To install all wires pipes and cables and other services serving the
wires cables and Premises
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services in and through the ducts trunkings and conduits in the Building provided by the
Landlord for such purposes and at all times in accordance with the Landlord's
directions and not to install any such wires pipes cables or other services
without first providing the Landlord with full particulars and a fully detailed
plan and diagram of such intended installation and obtaining the Landlord's
consent in regard thereto (which consent shall not be unreasonably withheld or
delayed);
(b) To provide to the Landlord a full diagram of all electrical wiring to be
installed by the Tenant within or serving or connected to the Premises and/or
within the ducts, trunkings or conduits provided by the Landlord within the
Building for the installation of electrical and/or fibre-optical or other wires
or cables or means of passing receiving or transmitting information and all
telephone and other service wires conduits and cables installed by or at
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the order of the Tenant and to clearly label and in
accordance with any directions given by the Landlord
colour-code all such wires conduits and cables to
identify the same as being the Tenant's and if
required by the Landlord at the expiration or sooner
determination of the Term at the Tenant's expense to
remove the same from all ducts conduits or trunkings
within the Building taking care not to disturb damage
or interfere with any wires cables or other means of
communication belonging to the Landlord or to other
occupiers of any part or parts of the Building or of
any other part of the Development that may have been
installed within any such ducts conduits or trunkings
and making good any damage caused by the Tenant
in so doing and the Tenant will indemnify and hold
the Landlord harmless against any claim action or
demand that may be brought by any person suffering
any loss or damage or interference with business or
inconvenience caused by or arising from the Tenant's
action in
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complying with its obligations hereunder;
Repair of 3.06 To repair or replace if so required by the appropriate utility company,
Electrical authority or statutory undertaker as the case may be under the terms of the
Installations Electricity Supply Ordinance or any statutory modification or re-enactment
thereof or any Orders in Council or Regulations made thereunder all the
electrical wiring installations and fittings within the Premises installed by
the Tenant and the wiring from the Tenant's Meter or Meters to the Premises;
Good Repair of 3.07 To maintain all toilets and sanitary and water apparatus located within
Toilets and the Premises (or elsewhere if used exclusively by the Tenant its employees
Water invitees and licensees) in good clean and tenantable state and in proper repair
Apparatus and condition (excepted as in Clause 3.04 hereof is excepted) at all times
during the Term in accordance with the Regulations of the Public Health or other
Government Authority concerned;
Cleaning of 3.08 To pay on demand to the Landlord the cost incurred by the Landlord in
Drains cleansing and clearing any of the drains within or exclusively serving the
Premises that become choked or stopped up owing to the improper or careless use
of any toilet or water or sanitary or drainage equipment by the Tenant or
-18-
its employees invitees contractors or licensees;
Repair of 3.09 To reimburse to the Landlord the reasonable cost of repairing or replacing
Windows all broken or damaged windows or glass or glass curtain wall of or corresponding
and Glass to the Premises if the same be broken or damaged by the negligence of the
Tenant, and to pay or reimburse to the Landlord the cost of repairing and
replacing all broken or damaged part or parts of the glass curtain wall of any
other part or parts of the Building or of the Development whether or not used
exclusively by the Tenant if the damage is caused by the act, default, neglect
or omission of the Tenant or any of its servants, agents, employees, contractors
or licensees;
Indemnification 3.10 Save where arising as a result of the act, neglect or default of the
of Landlord and Landlord, its servants or agents, to be responsible for any loss damage or
Insurance injury caused to any person whomsoever or to any property whatsoever directly
through the defective or damaged condition (structural and inherent defects and
damages caused by matters mentioned in clause 7.01 hereof excepted) or operation
of any part of the interior of the Premises or any machinery or plant or any
fixtures or fittings or wiring or piping therein for the repair of which the
Tenant is responsible hereunder or in any way or by or owing to the spread
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of fire smoke or fumes or the leakage or overflow of water of whatsoever origin
from the Premises or any part thereof or through the act default or neglect of
the Tenant its servants agents contractors licensees partners or customers and
to make good the same by payment or otherwise and to indemnify the Landlord
against all costs claims demands actions and legal proceedings whatsoever made
upon the Landlord by any person in respect of any loss damage or injury as
aforesaid and all costs and expenses incidental thereto;
Protection from 3.11 To take all reasonable precautions to protect the interior of the Premises
typhoon from storm or typhoon damage;
To permit 3.12 To permit the Landlord its agents and all persons authorized by it with or
Landlord to without workmen or others and with or without appliances at all reasonable times
enter and view and upon prior appointment (save in the case of an emergency) to enter upon the
Premises to view the condition thereof and to take inventories of the Landlord's
fixtures and fittings therein and to carry out any work or repair required to be
done provided that in the event of an emergency the Landlord its servants or
agents may enter without notice and forcibly if need be and the Landlord shall
exercise its rights in this respect in a manner that
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is reasonable in all the circumstances;
To execute 3.13 To proceed to make good all defects and wants of repairs to the Premises
repair for which the Tenant may be liable hereunder within the space of one month from
on receipt of the receipt of written notice from the Landlord to repair and make good the
notice same, and if the Tenant shall fail to proceed to execute such works or repairs
as aforementioned to permit the Landlord to enter upon the Premises and execute
the same and the reasonable cost thereof shall be a debt due from the Tenant to
the Landlord and be recoverable forthwith by action;
Outside windows 3.14 To keep all windows of the Premises closed at all times;
Inform Landlord 3.15 To give notice to the Landlord or its agent of any damage that the
of Damage Premises may suffer and of any defect in the water and gas pipes electrical
wiring or fittings, fittings fixtures or other utility supply equipment provided
by the Landlord as soon as reasonably practicable upon the Tenant becoming aware
of any such damage and defect;
Cleaning and 3.16 To keep the Premises at all times in a clean and sanitary state and
Cleaning condition, and for the better observance hereof to employ as cleaners of the
Contractors Premises (at the expense of the Tenant) a firm of
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specialist cleaners to be nominated by the Landlord;
Refuse and 3.17 To be responsible for the removal of refuse and garbage from the Premises
Garbage Removal to such location within or adjacent to the Building as shall be specified by the
Landlord or the Manager from time to time and to use only such type of refuse
container as is specified by the Landlord from time to time. In the event of the
Landlord or the Manager providing collection service for refuse and garbage the
same shall be used by the Tenant to the exclusion of any other similar service
and the Tenant shall bear an appropriate proportion of the reasonable cost of
such service;
Installation of 3.18 Subject to sub-clause 3.03(E) of this Clause the Tenant shall make its own
Telephone Cables arrangements with regard to the installation of telephones or other
communication systems in the Premises, but the installation of telephone and
communication lines outside the Premises must be in the common ducting provided
in the Building for that purpose and in all respects in accordance with the
Landlord's directions;
Directory Boards 3.19 To pay the Landlord immediately upon demand the reasonable cost of
affixing repairing or replacing as necessary the Tenant's name and/or such name
as specified by the Tenant in lettering to the
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directory board at the entrances to the Building and to the directory board on
the floor on which the Premises are situated;
Contractors 3.20 To be liable for any act default negligence or omission of the Tenant's
Employees contractors employees invitees licensees as if it were the act default
Invitees and negligence or omission of the Tenant and to indemnify the Landlord against all
Licensees costs claims demands expenses or liability to any third party in connection
therewith;
Damage to 3.21 To pay to the Landlord immediately on demand the reasonable costs of
Building repairing any part of the Building or the Development or any of the lifts or
other services and facilities installed therein that may be damaged by reason of
any act wilful default or neglect on the part of the Tenant its agents servants
invitees or licensees;
Building Rules 3.22 To obey and comply with the Building Rules and Carpark Rules made by the
and Regulations Manager from time to time pursuant to the provisions of the Head Lease and also
such Regulations as may from time to time be made or adopted by the Landlord in
accordance with Section X hereof provided that the Landlord shall provide with
the Tenant copies of such Rules and Regulations at the Landlord's expense;
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User 3.23 To use the Premises for the purposes described in the Third Schedule and
for no other purposes whatsoever;
Yield Up 3.24 To yield up the Premises with all fixtures fittings and additions therein
Premises & and thereto (other than the Tenant's fixtures and fittings) at the expiration or
Handover sooner determination of this Agreement in good clean and tenantable repair and
condition (fair wear and tear and damage sustained as a result of structural or
inherent defect excepted) in accordance with the stipulations hereinbefore
contained (excepted as in Clause 3.04 hereof is excepted) together with all keys
giving access to all parts of the Premises Provided That the Tenant shall at the
Tenant's sole cost and expense remove or do away with all or any alterations
fixtures fittings or additions made or installed by the Tenant or any part or
portion thereof and to make good and repair in a proper and workmanlike manner
any damage to the Premises and the Landlord's fixtures and fittings therein as a
result thereof and reinstate the Premises or any part thereof to the original
condition thereof as at the date when possession was first handed over to the
Tenant before delivering up the Premises to the Landlord (fair wear and tear
and damage sustained as a result of structural or inherent defect excepted)
PROVIDED FURTHER THAT
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without limitation to the generality of the foregoing
it is hereby expressly agreed that :-
(a) the Tenant shall remove all or any fixtures or fittings
purchased by the Tenant from the Landlord;
(b) if the Tenant removes any of the raised floor panels
with or without the approval of the Landlord the Tenant
shall at its own risk cost and expense store all panels
so removed and shall upon the expiration or sooner
determination of this Agreement at its cost and expense
reinstate the raised floor panels at the relevant part
of the Premises; and
(c) if the Tenant carries out any other work to the
raised flooring system with or without the approval
of the Landlord the Tenant shall upon the expiration
or sooner determination of this Agreement, at its own
cost and expense reinstate the raised flooring system
to the same condition as at the commencement of this
Agreement (excepted as in Clause 3.04 hereof is
excepted) (fair wear and tear and damage sustained as
a result of structural or inherent defect excepted)
and to the extent
-25-
to which such reinstatement cannot be effected the Tenant shall at its own cost
and expense replace the relevant part of the raised flooring system.
Inform Landlord 3.25 to inform the Landlord forthwith in writing of any change of the Tenant's
of change of business name.
business name
SECTION IV
----------
LANDLORD'S OBLIGATIONS AND RIGHTS
4. The Landlord agrees with the Tenant as follows:
Quiet Enjoyment 4.01 To permit the Tenant (duly paying the rent, the Air-Conditioning Charges
the Management Charges and rates and other payments hereby agreed to be paid on
the days and in manner herein provided for payment of the same and observing and
performing the agreements stipulations terms conditions and obligations herein
contained) to have quiet possession and enjoyment of the Premises during the
Term without any interruption by the Landlord or any person lawfully claiming
under or through or in trust for the Landlord;
Government Rent 4.02 To pay the Government Rent, Property Tax and
-26-
all payments of a capital or non-recurring nature necessary for the proper
discharge of the Landlord's obligations and duties hereunder attributable to or
payable in respect of the Premises and to pay all taxes, assessments, duties,
impositions and charges now or hereafter imposed or levied on the Landlord or
owner of the Premises by the Government of Hong Kong;
Roof and Main 4.03 To maintain and keep or cause the Manager to maintain and keep the main
Structure structure roofs main electricity supply cables main drains water pipes main
walls and exterior window frames of the building in a proper and substantial
state of repair and condition Provided that the Landlord shall not be liable for
breach of this Clause unless and until written notice of any defect or want of
repair shall have been given to the Landlord by the Tenant and the Landlord
shall have failed to take reasonable steps to repair or remedy the same within a
reasonable period after the service on it of such notice;
Maintenance of 4.04 To carry out or cause the Manager to carry out all necessary maintenance
Common Areas to the Common Areas and to keep or cause the Manager to keep the Common Areas
and the passenger and service lift lobbies on the floors of the Building on
which the Premises are situated in a clean and sanitary condition in all
respects in a style and state of maintenance
-27-
appropriate to a first class office building and to provide or cause the Manager
to provide a proper and efficient building security service;
Maintenance of 4.05 To use its reasonable endeavours to maintain or cause the Manager to
Services maintain the escalators, lifts, fire services equipment, security installations
and air-conditioning plant and water chilling apparatus and other services
provided within the Building not within the Premises in proper working order and
condition;
Air-conditioning 4.06(a) The Landlord shall subject to Sub-clause 4.08(c) of this Section and to Sub-
clause 6.01(a) of Section VI of this Agreement provide and maintain or cause the
Manager to provide and maintain for the Premises during Normal Business Hours as
hereinafter defined an air-conditioning service at a charge to the Tenant as set
out in Part II of the Second Schedule;
(b) Subject to Sub-clause 4.08(c) of this Section and to Sub-clause 6.01(a) of
Section VI of this Agreement the Landlord shall supply or cause the Manager to
supply the Tenant with an air-conditioning service outside Normal Business Hours
as specified hereunder upon
-28-
request being made by the Tenant to the Landlord. The cost for such additional
hours of air-conditioning service, including the cost of running the necessary
air-conditioning plant and equipment, is currently HK$180.00 per hour for each
floor comprised in the Premises (subject to reasonable change as determined by
the Landlord and notified to the Tenant from time to time) and the mutual
agreement between the parties hereto and shall be paid on demand by the Tenant
to the Landlord as additional rent;
Observance of 4.07 To observe and perform all the covenants and conditions of the Head Lease
the Head Lease and on the lessee's part to be observed and performed, so far as they relate to
the remaining parts of the Building other than the Premises, or so far as the Tenant is
not liable for such performance under this Agreement.
Rights Reserved 4.08 It is hereby agreed and expressly confirmed that the following rights are
to the Landlord excepted and reserved to the Head Landlord, the Landlord, the Manager and their
and the Manager respective successors and assigns and all persons having the like right
throughout the Term:-
(a) the right of free and uninterrupted passage
-29-
and running of water, soil, gas, drainage,
electricity and all other services or supplies
through such sewers, watercourses, conduits, pipes,
wires, cables and ducts as are now or may hereafter
be in, on or under the Premises and serving or
capable of serving the Building or any adjoining or
neighbouring property TOGETHER WITH the right to
enter upon the Premises upon prior appointment to
inspect repair replace or maintain any such sewers,
watercourses, conduits, pipes, wires, cables and
ducts Provided That the exercise of this right shall
be in a manner that is reasonable in all the
circumstances;
(b) the full and free right and liberty to enter upon
the Premises in the circumstances in which the
agreements by the Tenant contained in these presents
permit such entry and in particular but without
prejudice to the generality of the foregoing the
right to enter into and upon the Premises at all
times by prior appointment with the Tenant for the
purpose of obtaining access to and egress from any
machinery or switch rooms or the like remaining under
the control of the Head
-30-
Landlord, the Landlord or the Manager and located on
any of the floors of the Building on which any
portion of the Premises is situated;
(c) the right from time to time on giving prior
reasonable written notice to the Tenant (such notice
not to be required in case of emergency or breakdown)
and causing as little inconvenience to the Tenant as
reasonably possible to suspend the air-conditioning
system, lifts, escalators (if any), electric power,
water supply and any other building service provided
in or serving the Building for the purpose of
servicing, maintaining, repairing, renewing,
improving or replacing the same and any of them
Provided however that (except in case of unavoidable
breakdown or emergency which puts or requires all the
lifts servicing the Premises to be put out of action
simultaneously) at least one of the lifts serving the
Premises shall be maintained in operation at all times.
SECTION V
---------
RESTRICTIONS AND PROHIBITIONS
-31-
5. The Tenant agrees with the Landlord and undertakes:-
Installation and 5.01 (a) Not to make or permit or suffer to be made any alterations in or
Alterations additions to the Premises or to the sprinkler system, electrical wiring
installations, air-conditioning ducting lighting fixtures or other
Landlord's fixtures or to install any plant apparatus or machinery (other
than normal office machinery) therein without first having obtained the
written consent of the Landlord (such consent shall not be unreasonably
withheld or delayed);
(b) Not to place on any part of the Premises any object of any kind including
any safe of a weight in excess of the maximum floor loading capacity of
the Premises;
(c) Not to install any air-conditioning plant or equipment of any kind on or
within or at any part of the Premises without the prior consent of the
Landlord in writing (such consent
-32-
shall not be unreasonably withheld or delayed) AND
the Tenant shall comply with the reasonable
directions and instructions of the Landlord regarding
installation and shall at its own expense be
responsible for their periodic inspection maintenance
and repair and for the replacement of defective
wiring and the Tenant shall be strictly liable for
any damage caused by the installation operation
defect or removal of such units;
(d) Not to make or permit or suffer to be made any
alterations in or additions to the mechanical or
electrical installations in the Building nor to
install or permit or suffer to be installed any
equipment, apparatus or machinery which exceeds the
loading of the electrical installations in the
Building nor to install or permit or suffer to be
installed any equipment, apparatus or machinery which
exceeds the loading of the electrical main or wiring
or which consumes electricity not metered through the
Tenant's
-33-
separate meter;
(e) Not to make or permit or suffer to be made any alterations to any
installation or fixture so as to affect or be likely to affect the
supply of water, electricity or other utility or service to or in
the Building;
Injury to Walls 5.02 Not to cut maim or injure or permit or suffer to be cut maimed or injured
or Floors any doors windows window frames walls beams slabs structural members raised
floors or other part of the fabric of the Premises or lay or use any floor
covering or do anything which may damage or penetrate the raised flooring or
slab without the prior written consent of the Landlord (such consent shall not
be unreasonably withheld or delayed where the structure of the Premises is not
affected);
No Alterations 5.03 Not to affix anything or paint or make any alteration whatsoever to the
to Exterior exterior of the Premises;
Obstructions to 5.04 Not to block up, darken or obstruct or obscure any of the windows or
Outside Windows lights belonging to the Premises;
Not Erect Gates 5.05 Not without the prior written consent of the
-34-
or Grilles Landlord to erect or install doors, gates, grilles, shutters or other similar
installation whatsoever whether temporary or permanent at the doorway or
entrance to the Premises or at any of the fire exits therefrom or erect any such
door or grille or shutter or gate that might in any way contravene the
regulations from time to time in force of the Fire Services Department or other
competent authority concerned, nor in any other respect to contravene the said
regulations;
Noise 5.06 Not to cause or produce or suffer or permit to be produced on or in the
Premises any sound or noise (including sound produced by broadcasting from
Television, Radio and any apparatus or instrument capable of producing or
reproducing music and sound) or any vibration or resonance or other form of
disturbance or other acts or things in or on the Premises which is or are or may
be or become nuisance or annoyance to the tenants or occupiers of adjacent or
neighbouring premises within the Building or in any other part of Taikoo Place
or elsewhere;
Signs 5.07 Not without the prior written approval of the Landlord to exhibit and
display within or on the exterior on the Premises any writing sign signboard or
other device whether illuminated or not which may
-35-
be visible from outside the Premises nor without the Landlord's prior written
consent to affix any writing sign signboard or other device in at or above any
Common Area, lobby, landings or corridors of the Building provided that
notwithstanding any provision to the contrary herein, the Tenant shall have the
right to display (a) two signs within the interior of each floor of the Premises
and (b) signs (one strip per floor of the Premises) showing the name(s) of the
Tenant, sub-tenant(s), occupant(s) of the Premises as permitted by the Landlord
under clause 2 of the Fourth Schedule hereof and the Tenant's Related Companies
at the Directory Board at the main lobby of the Building;
Auction Sales 5.08 Not to conduct or permit any auction fire bankruptcy close out or similar
sale of things or properties of any kind to take place on the Premises;
Illegal or 5.09 Not to use or cause permit or suffer to be used any part of the Premises
Immoral Use for gambling or for any illegal immoral or improper purposes or in any way so as
to cause nuisance annoyance inconvenience or damage or danger to the Landlord or
the tenants or occupiers of adjacent or neighbouring premises;
Sleeping or 5.10 Not to use or permit the Premises or any part thereof to be used as
Domestic Use sleeping quarters or as domestic premises within the meaning of any ordinance
-36-
for the time being in force provided that notwithstanding any provision of the
contrary, the Tenant shall have the right to post one watchman on each floor of
the Premises to look after its contents overnight and to allow the Tenant's own
staff to remain overnight for the purpose of the Tenant's business;
Storage of 5.11 Not to use the Premises for the manufacture of goods or merchandise or for
Merchandise and the storage of goods or merchandise other than in small quantities consistent
Hazardous Goods with the nature of the Tenant's trade or business by way of samples and exhibits
nor to keep or store or cause or permit or suffer to be kept or stored thereat
any arms or ammunition, gun-powder, salt-▇▇▇▇▇, petroleum, liquified petroleum
gas, butane gas, kerosene or other explosive or dangerous hazardous or
prohibited goods within the meaning of the Dangerous Goods Ordinance (Cap. 295)
and the regulations made thereunder or any Statutory modification or
re-enactment thereof from time to time in force;
User 5.12 Not to use the Premises for any purpose other than the purpose specified
in the Third Schedule and in particular but without prejudice to the generality
of the foregoing not to use the Premises for the purpose of a Buddhist hall or
temple or for the
-37-
performance of the ceremony known as ▇▇ ▇▇▇▇ or for any similar ceremony or for
any other religious purpose or the performance of any religious ceremony;
Obstructions in 5.13 Not to place or leave or suffer or permit to be placed or left by any
Passages contractor employee invitee or licensee of the Tenant any boxes furniture
articles or rubbish in the entrance or any of the staircases passages or
landings of the Building used in common with other tenants or the Landlord or
otherwise encumber the same;
Parking & 5.14 Not to park any vehicle in or obstruct or otherwise use or permit any
Loading vehicle to be parked in or be obstructed or otherwise used by any employee agent
or licensee of the Tenant any of those areas of the Building allocated to
parking or for the movement of or access for vehicles or designated as
loading/unloading areas other than in accordance with the Building Rules and the
Carpark Rules made from time to time by the Manager under the Head Lease and the
Regulations made from time to time by the Landlord;
Deliveries and 5.15 Not without the prior written consent of the Landlord to take delivery to
use of Passenger the Premises of furniture or other large objects during Normal Business Hours as
Lifts hereinafter defined (except by the service lifts in the Building) and not to
cause or
-38-
suffer or permit passenger lifts to be used for delivery purposes at any time or
load or permit or suffer to be loaded into any service lift or passenger lift in
the Building a weight greater than such lift is designed or permitted to carry;
Preparation of 5.16 Not to ▇▇▇▇ or prepare or permit or suffer to be cooked or prepared any
food and food (except for small quantities that may be for consumption or testing by the
prevention of Tenant's employees or customers Provided that the Tenant shall first apply for
odours appropriate licences for such purposes from the relevant government authorities
as may be required by law) or prepared food in microwave oven or permit any
offensive or unusual odours to be produced upon or emanate from the Premises;
Not to Misuse 5.17 Not to use or permit or suffer to be used any lavatory facilities whether
Lavatories shared with other tenants or occupiers of the Building or reserved exclusively
for the use of the Tenant for any purpose other than that for which they are
intended and not to throw or permit or suffer to be thrown into any W.C. pan,
urinal, basin sink or other lavatory fitting any foreign or deleterious
substance of any kind and to pay to the Landlord on demand the cost of any
breakage, blockage or damage resulting from a breach of this provision;
-39-
Animals, pets 5.18 Not to keep or permit or suffer to be kept any animals or pets inside the
and Premises and to take all such steps and precautions to the reasonable
infestation satisfaction of the Landlord as shall be necessary to prevent the Premises or
any part thereof from becoming infested by termites rats mice roaches or any
other pests or vermin and for the better observance hereof the Landlord may
require the Tenant to employ at the Tenant's cost such pest extermination
contractors as the Landlord may approve (which approval shall not be
unreasonably withheld or delayed);
No Touting 5.19 Not to tout or solicit or procure or permit any touting or soliciting for
business or the distribution of any pamphlets notices or advertising matter
outside the Premises or anywhere within the Building by any of the Tenant's
servants agents licensees or permitted sub-tenants;
Breach of 5.20 Not to commit any breach of the negative covenant or provisions of the
Government Lease Government Lease or Conditions under which the Development is held from the
or Conditions or Government or of the Head Lease or of the Deed of Mutual Covenant (if any) or
Deed of Mutual any Sub-Deed of Mutual Covenants affecting the Building and/or the Development
Covenants and to indemnify the Landlord against the consequences of any such breach;
-40-
Breach of 5.21 Not to cause suffer or permit to be done any act or thing whereby the
Insurance Policy policy or policies of insurance on the Premises against damage by fire or
liability to third parties for the time being subsisting may become void or
voidable or whereby the rate of premium or premia thereon may be increased and
to repay to the Landlord on demand all sums paid by the Landlord by way of
increased premium or premia thereon and all expenses incurred by the Landlord in
and about any renewal of such policy or policies arising from or rendered
necessary by such breach;
Alienation 5.22 Subject to the clause 2 of the Fourth Schedule, the Tenant shall not
assign underlet or otherwise part with the possession of the Premises or any
part thereof in any way whether by way of subletting lending sharing or other
means whereby any person or persons not a party to this Agreement obtains the
use or possession of the Premises or any part thereof irrespective of whether
any rental or other consideration is given for such use or possession and in the
event of any such transfer subletting sharing assignment or parting with the
possession of the Premises (whether for monetary consideration or not) this
Agreement shall absolutely determine and the Tenant shall forthwith vacate the
Premises on notice to that effect from the Landlord.
-41-
The Tenancy shall be personal to the Tenant named in
the First Schedule to this Agreement and without in
any way limiting the generality of the foregoing the
following acts and events shall unless approved in
writing by the Landlord 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
tenant) the death insanity or disability of that
individual to the intent that no right to use possess
occupy or enjoy the Premises or any part thereof
shall vest in the executors administrators personal
representatives next of kin trustee or committee of
any such individual;
(c) In the case of a tenant which is a corporation
any voluntary liquidation thereof (but not if the
liquidation is for amalgamation or reconstruction of
a solvent company);
-42-
(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 occupy or enjoy
the Premises or any part thereof or does in fact use possess occupy or enjoy the
same;
PROVIDED that the sharing of the Premises or any part(s) thereof as Licensee(s)
only with any one or more company or companies which is/are and remain(s) at all
times a Related Company of the Tenant (as hereinafter defined) shall not be a
breach of this clause provided that the Tenant provides full particulars
beforehand to the Landlord of such sharing and of the Related Company of the
Tenant concerned and provided that such sharing of occupation is terminated
forthwith in the event that such company ceases to be a Related Company of the
Tenant as so defined.
Advertising of 5.23 Not to erect upon the Premises, the Building or any part thereof any sign
Premises or display advertising the Premises or any part thereof as being available for
letting or sub-letting or issue any pamphlet publicity or advertisement in any
form whatsoever with regard to any proposed letting or sub-letting of
-43-
the Premises.
Not to commit 5.24 Not to do omit suffer or permit in relation to the Premises anything in
breach of Head contravention of any of the lessee's covenants and other provisions in the Head
Lease Lease contained or any act or thing which would or might cause the Landlord to
be in breach of the Head Lease.
SECTION VI
----------
EXCLUSIONS
6.01 IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the Landlord shall
not in any circumstances (other than those arising from its own gross negligence
or wilful default or that of its servants contractors agents or licensees) be
liable to the Tenant or any other person whomsoever:-
Lifts, Air- (a) In respect of any loss of profit or of business or loss of life or loss,
conditioning, injury or damage to person or property or for any disruption or inconvenience
Utilities caused to or suffered or sustained by the Tenant or any other person caused by
or through or in any way owing to or arising out of or connected with any defect
in or breakdown or suspension
-44-
of service of the lifts air-conditioning system, electric power or water
supplies, or any other building service provided in or serving the Building, or
Fire and (b) In respect of any loss of profit or of business or loss of life or loss
overflow injury or damage to person or property or for any disruption or inconvenience
of water caused to or suffered or sustained by the Tenant or any other person caused by
or through or in any way owing to or arising out of or connected with any escape
of fumes smoke fire or any other substance or thing or the overflow of water
from anywhere within the Building or any part of the Development or in any way
attributable to fire storm tempest flood Act of God or other inevitable
accident, or
Security (c) For the security or safekeeping of the Premises or any contents therein and
in particular but without prejudice to the generality of the foregoing the
provision by the Landlord or the Manager of watchmen and caretakers shall not
create any obligation on the part of the Landlord or the Manager as to the
security of the Premises or any contents therein and the responsibility for
-45-
the safety of the Premises and the contents thereof shall at all times rest with
the Tenant.
SECTION VII
-----------
SUSPENSION OF RENT
Suspension of 7.01 If the Premises or the Building or any part thereof shall at any time
Rent in case of during the Term be destroyed or damaged or become inaccessible owing to fire
fire etc. water storm typhoon defective construction white ants earthquake subsidence of
the ground or any calamity beyond the control of the Landlord or the Tenant so
as to render the Premises or any part thereof unfit for commercial use or
inaccessible and the policy or policies of insurance for such risk effected by
the Landlord shall not have been vitiated or payment of the policy moneys
refused in whole or in part in consequence of any act or default of the Tenant
or if at any time during the continuance of this tenancy the Premises shall be
condemned as a dangerous structure or a demolition order or closing order shall
become operative in respect of the Premises or any part thereof then the rent
and other charges hereby reserved or a fair proportion thereof according to the
nature and extent of the damage
-46-
sustained or order made shall be suspended, rent and other
charges paid in advance in respect of the current month being
refunded, until the Premises shall again be rendered
accessible and fit for commercial use PROVIDED THAT in
circumstances when the whole or substantially the whole of
the Premises have been rendered inaccessible or unfit for
commercial use and should the Premises not have been
reinstated in the meantime either the Landlord or the Tenant
may at any time after two months from the occurrence of such
damage or destruction or order give to the other of them
notice in writing to determine this Agreement and thereupon
the same and everything herein contained shall cease and be
void as from the date of the occurrence of such destruction
or damage or order or of the Premises or any part thereof
becoming inaccessible or unfit for commercial use save for
the refund of the rental deposit payable under clause 9.01
hereof to the Tenant by the Landlord but without prejudice to
the rights and remedies of either party against the other in
respect of any antecedent claim or breach of the agreements
stipulations terms and conditions herein contained or of the
Landlord in respect of the rent payable hereunder prior to
the coming into effect of the suspension.
SECTION VIII
------------
-47-
DEFAULT
8. It is hereby expressly agreed and declared as follows:-
Default 8.01 If the rent and/or the Air-Conditioning Charges or
Management Charges or any other moneys payable hereunder or
any part thereof shall be in arrear for fifteen (15) days
after the same shall have become payable (whether formally
demanded or not) or if there shall be any breach or non-
performance of any of the stipulations conditions or
agreements herein contained and on the part of the Tenant to
be observed or performed and the Tenant shall fail to remedy
within 14 days of receipt of a written notice calling upon
the Tenant to observe and perform or if the Tenant shall stop
or suspend payment of its debts or be unable to or admit
inability to pay its debts as they fall due or enter into any
scheme of arrangement with its creditors or have an
encumbrancer take possession of any of its assets or have a
receiving order made against it or in such circumstances as
aforesaid fail to satisfy any judgement that may be given in
any action against it after final appeal or go into
liquidation (save for the purposes of amalgamation or
reconstruction) or if the Tenant shall suffer execution to be
levied upon the Premises (except upon such part thereof
-48-
which has been sublet with the Landlord's consent) or
otherwise on the Tenant's goods or if in such circumstances
as aforesaid the Tenant shall suspend or cease or threaten to
suspend or cease to carry out its business or should any
event occur or proceeding be taken with respect to the Tenant
in any jurisdiction to which the tenant is subject which has
an effect equivalent or similar to any of the events or
circumstances described above then and in any such case it
shall be lawful for the Landlord at any time thereafter to
re-enter on and upon the Premises or any part thereof in the
name of the whole and thereupon this Agreement shall
absolutely determine but without prejudice to any right of
action or non-observance or non-performance by the Tenant of
any of the terms of this Agreement. A written notice served
by the Landlord on the Tenant in manner hereinafter provided
to the effect that the Landlord thereby exercises the power
of determination and/or re-entry hereinbefore contained shall
be a full and sufficient exercise of such power without
physical entry on the part of the Landlord notwithstanding
any statutory or common law provision to the contrary. All
reasonable costs and expenses incurred by the Landlord in
demanding payment of the rent and other charges payable
hereunder (if the Landlord elects to demand) and in
exercising its rights and/or remedies or in
-49-
attempting to do so shall be paid by the Tenant and shall be
recoverable from the Tenant as a debt;
Interest 8.02 Notwithstanding anything herein contained in the event
of default in payment of rent or other monies payable by
the Tenant hereunder (whether formally demanded or not)
the Tenant shall pay to the Landlord on demand daily
interest on all such sums outstanding at the prime lending
rate of the Hongkong and Shanghai Banking Corporation Limited
from time to time calculated from the date on which the same
shall be due for payment (in accordance with the provisions
contained in that behalf herein) until the date of payment
provided that the demand and/or receipt by the Landlord of
interest pursuant to this Clause shall be without prejudice
to and shall not affect the right of the Landlord to exercise
any other right or remedy hereof (including but without
prejudice to the generality of the foregoing the right of re-
entry) exercisable under the terms of this Agreement;
Acceptance of 8.03 The acceptance or payment of any rent by the Landlord or
Rent the Tenant (as the case may be) shall not be deemed to
operate as a waiver by the Landlord or the Tenant of any
right to proceed against the other in respect of any breach
non-observance or non-performance by that party of any of the
agreements
-50-
stipulations terms and conditions herein contained and on the
part of that party to be observed and performed;
Acts of 8.04 For the purpose of these presents any act default
Employees neglect or omission of any guest visitor servant contractor
Invitees and employee agent invitee or licensee of the Tenant shall be
Licensees deemed to be the act default neglect or omission of the
Tenant and any act default neglect or omission of any guest
visitor servant contractor employee agent invitee or licensee
of the Landlord shall be deemed to be the act default neglect
or omission of the Landlord;
Distraint 8.05 For the purposes of Part III of the Landlord and Tenant
(Consolidation) Ordinance (Chapter 7) and of these presents,
the rent payable in respect of the Premises shall be and be
deemed to be in arrear if not paid in advance at the times
and in the manner hereinbefore provided for payment thereof.
SECTION IX
----------
DEPOSIT
Deposit 9.01 The Tenant shall on the signing hereof deposit with the
Landlord in cash the sum or sums specified in paragraph (1)
of Part IV of the Second Schedule to secure the due
observance and performance
-51-
by the Tenant of the agreements stipulations terms and
conditions herein contained and on the part of the Tenant to
be observed and performed which deposit shall be held by the
Landlord throughout the currency of this Agreement free of
any interest to the Tenant with the right for the Landlord
(without prejudice to any other right or remedy hereunder) to
deduct therefrom the amount of any rent rates and other
charges payable hereunder and any costs expenses loss or
damage sustained by the Landlord as the result of any non-
observance or non-performance by the Tenant of any of the
agreements, stipulations, obligations or conditions. In the
event of any deduction being made by the Landlord from the
deposit in accordance herewith during the currency of this
Agreement the Tenant shall forthwith on demand by the
Landlord make a further deposit equal to the amount so
deducted and failure by the Tenant so to do shall entitle the
Landlord forthwith to re-enter upon the Premises and to
determine this Agreement as hereinbefore provided.
Increase in 9.02 The amount of the cash deposit in Clause
Deposit 9.01 shall be increased, following each and any increase in
Air-Conditioning Charges and/or Management Charges, so that
the total amount of the deposit shall be for a sum equal to
(i) three months' rent at the rent payable after the review
in question; (ii) three months' Air-Conditioning Charges
-52-
at the rate at that time payable by the Tenant hereunder and
(iii) three months' Management charges at the rate at that
time payable by the Tenant hereunder.
Repayment of 9.03 Subject as aforesaid the deposit and any further
Deposit deposits paid shall be refunded to the Tenant by the Landlord
without interest within fourteen days after the expiration or
sooner determination of this Agreement and delivery of vacant
possession to the Landlord and after settlement of the last
outstanding claim by the Landlord against the Tenant for any
arrears of rent rates and other charges and for any breach
non-observance or non-performance of any of the agreements
stipulations terms and conditions herein contained and on the
part of the Tenant to be observed or performed whichever
shall be the later.
SECTION X
---------
REGULATIONS
Introduction of 10.01 The Landlord shall be entitled from time to time and by
Regulations notice in writing to the Tenant to make introduce and
subsequently amend adopt or abolish if necessary such
Regulations as it may reasonably consider necessary for the
proper operation and maintenance of the Building provided the
Landlord
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shall provide a copy of such Regulation to the Tenant at the
Landlord's expense.
Conflict 10.02 Such Regulations shall be supplementary to the terms
and conditions contained in this Agreement and shall not in
any way derogate from such terms and conditions. In the event
of conflict between such Regulations and the terms and
conditions of this Agreement the terms and conditions of this
Agreement shall prevail.
SECTION XI
----------
INTERPRETATION AND MISCELLANEOUS
Marginal Notes, 11.01 The Marginal Notes, Headings and Index are intended for
Headings and guidance only and do not form a part of this Agreement nor
Index shall any of the provisions of this Agreement be construed or
interpreted by reference thereto or in any way affected or
limited thereby.
Definitions 11.02 In this Agreement the following expressions whenever
used shall (save where the context otherwise requires) have
the following meanings :-
"the Building" means that part of the two commercial/office
------------
towers constructed as part of the Development known as
Hongkong Telecom Tower of which particulars are contained in
Part II of the First
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Schedule hereto;
"the Development" means the development comprising two
---------------
office/commercial towers with car-parking and other
facilities erected on some part or parts of the piece or
parcel of land at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ know
and registered at the Land Registry as SECTION S AND THE
REMAINING PORTION OF QUARRY BAY MARINE LOT NO. 1 comprising
both the tower block now known as "Dorset House" and the
Building and the podium on which the same are constructed;
"the Manager" means the Manager from time to time of the
-----------
Development appointed pursuant to the provisions of the Head
Lease.
"Normal Business Hours" means the hours other than on Sundays
---------------------
and Public Holidays, between 8.00 a.m. and 7.00 p.m. on each
Monday to Friday and between 8.00 a.m. and 2.00 p.m. on each
Saturday which is not a Public Holiday;
"Related Company" means the Tenant's subsidiary company(ies)
---------------
and any other entity:
(a) not less than 10% of whose voting shares or securities;
or
(b) not less than 10% of the composition of whose
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board of directors; or
(c not less than 10% of whose issued share capital or
ownership interest are now or hereafter owned or
controlled directly or indirectly by iAsiaWorks (HK)
Limited.
Gender 11.03 In this Agreement unless the context otherwise requires
words importing the singular number shall include the plural
number and vice versa and words importing a gender shall
include every gender and references to persons corporate or
unincorporate.
Lettable Floor 11.04 For the purposes of special Conditions 1, 2 and 3 of
Area the Fourth Schedule hereto, the lettable floor area of the
Premises therein shall be deemed to be as follows:-
Premises Lettable Floor Area
-------- -------------------
27th Floor 14,441 square feet
Name of Building 11.05 The Landlord reserves the right to name the Building
with any such name or style as it in its sole discretion may
determine and at any time and from time to time to change,
alter, substitute or abandon any such name without thereby
becoming liable to compensate the Tenant for any loss expense
or inconvenience caused to the Tenant as a consequence
thereof provided that the Landlord shall give the Tenant and
the Postal and other relevant Government
-56-
Authorities not less than three months' notice of its
intention so to do.
Alterations to 11.06 The Landlord reserves the right from time to time to
the Building improve extend or add to or reduce the Building or in any
manner whatsoever to alter or deal with the Building (other
than the Premises) provided that the Landlord shall exercise
its rights in this respect in a manner that is reasonable in
all the circumstances.
Condonation not 11.07 No condoning, excusing or overlooking by the Landlord
a waiver of any default, breach or non-observance or non-performance
by the Tenant at any time or times of any of the agreements
stipulations terms and conditions herein contained shall
operate as a waiver of the any party's rights hereunder in
respect of any continuing or subsequent default, breach or
non-observance or non-performance or so as to defeat or
affect in any way the rights and remedies of that party
hereunder in respect of any such continuing or subsequent
default or breach and no waiver by that party shall be
inferred from or implied by anything done or omitted by that
party, unless expressed in writing and signed by that party.
Any consent given by the Landlord shall operate as a consent
only for the particular matter to which it relates and shall
in no way be considered as a waiver or release of any
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of the provisions hereof nor shall it be construed as
dispensing with the necessity of obtaining the specific
written consent of the Landlord in the future, unless
expressly so provided.
Letting Notices 11.08 During the three months immediately before the
and Entry expiration or sooner determination of the Term the Landlord
shall be at liberty to affix and maintain without
interference or disturbance to the business of the Tenant
upon any external part of the Premises a notice stating that
the Premises are to be let and such other information in
connection therewith as the Landlord shall reasonably
require.
Service of 11.09 Any notice required to be served on the Tenant shall be
Notices sufficiently served if delivered or despatched by registered
post to or left at the Premises. Any notice required to be
served on the Landlord shall be sufficiently served if
delivered or despatched by registered post to its registered
office from time to time. A notice sent by registered post
shall be deemed to be given at the time and date of posting.
Stamp Duty and 11.10 Each of the parties hereto shall bear its own legal
Costs costs in relation to the preparation approval and execution
of this Agreement. The stamp duty hereon and Land Registry
fees (if any) shall be borne by the Landlord and the Tenant
in equal shares.
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Deed of Mutual 11.11 The Tenant shall not do anything in contravention of
Covenant any of the negative covenants terms and provisions in any
Deed of Mutual Covenant and Management Agreement now or at
any future time in force relating to the Building so far as
they relate to the Premises and shall indemnify the Landlord
against the breach non-observance or non-performance of this
Clause provided however that such documents shall not contain
any covenants or conditions expressed to be binding upon the
owner or occupier or any Tenant of any portion of the
Building which shall be incompatible with or place any
unreasonable restriction upon the proper use of the Premises
by the Tenant for the purposes of its legitimate business as
described in the Third Schedule and shall not derogate from
any of the rights and privileges granted to the Tenant by
virtue of the provisions of this Agreement.
No Key Money 11.12 The Tenant hereby expressly declares that for the grant
of the Term no key money or premium or construction money or
other consideration otherwise than the rent and other
payments herein expressly reserved and expressed to be
payable has been paid or will be payable to the Landlord or
to any person whomsoever.
-59-
Entire Agreement 11.13 This Agreement sets out the full agreement between the
parties. No warranties or representatives express or implied
of any kind other than those set out herein (if any) are or
have been made or given by the Landlord or by anybody on his
behalf and if any such warranties or representations express
or implied have been made, the same are withdrawn or deemed
to have been withdrawn immediately before the execution of
this Agreement.
Landlord's 11.14 The Landlord warrants to the Tenant that the Landlord
warranty has the full and unrestricted right to let the Premises to
the tenant on the aforesaid terms and all consents and
permissions required for the grant of this Agreement by the
Landlord has been obtained by the Landlord. The Landlord must
keep the Tenant fully indemnified for any loss or damage they
may suffer by reason of the breach of such warranty.
SECTION XII
-----------
SPECIAL CONDITIONS
Special 12. The parties hereto further agree that they shall
Conditions respectively be bound by and entitled to the benefit of the
Special conditions set forth in Schedule 4.
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IN WITNESS whereof the parties have caused this document to
be executed the day and year first above written.
-61-
[FLOOR PLAN APPEARS HERE]
-62-
THE FIRST SCHEDULE ABOVE REFERRED TO
------------------------------------
PART I
------
LANDLORD : ▇▇▇▇▇▇▇ LIMITED
REGISTERED OFFICE : ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Telecom Tower, Taikoo Place,
▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
TENANT : IASIAWORKS (HK) LIMITED
PLACE OF : HONG KONG
INCORPORATION
REGISTERED OFFICE/ : ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
PRINCIPAL PLACE Bay, Hong Kong
OF BUSINESS
PART II
-------
THE BUILDING : The multi-storeyed commercial/office building
erected as part of the Development erected on
Section S and The Remaining Portion of Quarry Bay
Marine Lot No. 1 and known as:
HONGKONG TELECOM TOWER.
Taikoo Place,
▇▇▇ ▇▇▇▇'▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇.
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: All Those 27th Floor of the Building which for the
purposes of identification only are shown and
coloured Pink on the 27th Floor Plan hereto annexed.
PART III
--------
TERM : A term of three (3) years commencing on the 15/th/
day of March 2000 and expiring on the 14/th/ day of
March 2003 (both days inclusive).
PART IV
-------
RENT FREE PERIOD : Notwithstanding anything to the contrary herein, a
rent free period of seven (7) months in the following
manner shall be given:
First three (3) months in year 1, i.e. 15.3.2000
to 14.6.2000, First two (2) months in year 2, i.e.
15.3.2001 to 14.5.2001 and First two (2) months in
year 3, i.e. 15.3.2002 to 14.5.2002, during which
rent free period the Tenant
(a) shall not be required to pay rent or, subject to
sub-clause (c) below, Air-Conditioning Charges;
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(b) but shall be obliged to pay rates and Management
Charges and other outgoings payable by the
Tenant in manner hereinafter mentioned; and
(c) in the event of air-conditioning being supplied
to any part of the Premises at the request of
the Tenant during the rent-free period, the
Tenant shall pay Air-Conditioning Charges at the
rate set out in Part II of the Second Schedule
hereto for the airconditioning supply during
Normal Business Hours, and at the rate mentioned
in Section IV, Clause 4.06(b) hereof for any
supply outside Normal Business Hours.
-65-
THE SECOND SCHEDULE ABOVE REFERRED TO
-------------------------------------
PART I
------
RENT
----
The rent shall be Hong Kong Dollars THREE HUNDRED AND THREE THOUSAND TWO HUNDRED
AND SIXTY-ONE Only (HK$303,261.00) per calendar month.
PART II
-------
PARTICULARS OF AIR-CONDITIONING CHARGES
---------------------------------------
The Air-Conditioning Charge that will be payable with effect from the
commencement of the Term for air-conditioning supplied to the Premises during
Normal Business Hours will be HK$50,543.50 per month (subject to review).
PART III
--------
MANAGEMENT CHARGES
------------------
The Management Charge that will be payable with effect from the commencement of
the Term as a due proportion of the cost to the Landlord of providing the
management services to the Common Areas and services of the Development will be
HK$33,214.30 per month (subject to review).
PART IV
-------
DEPOSIT
-------
The amount of the deposit that shall be paid to the Landlord in cash on the
signing hereof in accordance with Clause 9.01 of Section IX shall be in the sum
HK$1,161,056.40.
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THE THIRD SCHEDULE ABOVE REFERRED TO
------------------------------------
USER
----
The Tenant will use the Premises for commercial offices for the purposes of the
business of the Tenant and/or its Related Companies only and for no other
purpose whatsoever.
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THE FOURTH SCHEDULE ABOVE REFERRED TO
-------------------------------------
SPECIAL CONDITIONS
HANDING OVER OF POSSESSION
--------------------------
1.1 Vacant possession of the Premises shall be given by the Landlord to the
Tenant on the date of commencement of the Term.
1.2 Possession of the Premises shall be handed over by the Landlord to the
Tenant in the "as is" condition with the following fixtures and fittings.
(a) Fully fitted suspended ceilings light boxes, air conditioning grills,
diffusers, ducting, sprinkler system, grid and tiles.
(b) A raised floor system incorporating floor tiles and the underfloor power
grid.
(c) The voice/data cable, subject to the Tenant and Landlord agreeing a fair
purchase price. If no agreement can be reached, the voice/data cable shall
be left in situ at no cost to the Tenant.
(d) All pantries in an "as is" condition with the exception of the moveable
fittings.
(e) Blinds around the windows.
1.3 From the date of possession of the Premises handed over to the
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Tenant until the date of commencement of the Term the Premises shall be
deemed to be held by the Tenant as the Landlord's licensee free of payment
of rent but subject to payment by the Tenant during such period of all
rates, Air-Conditioning Charges and Management Charges which would be
payable in respect of the Premises during the Term, and to the observance
and performance by the Tenant of the same terms and conditions of this
Agreement which the Tenant would be obliged to observe and perform during
the Term.
2. TENANT'S RIGHT OF SUB-LETTING
-----------------------------
Notwithstanding the provisions of Clause 5.22 of this Agreement, the
Tenant may (subject to obtaining the prior written consent of the Head Landlord
and the Landlord such consent not to be unreasonably withheld) sublet the
Premises to any third party Provided that:
(a) if the Tenant shall be desirous of sub-letting any portion of the Premises
it shall notify the Landlord in writing of its intention so to do and
shall provide to the Landlord particulars of:-
(i) the name and address of the proposed sub-tenant,
(ii) the portion of the Premises proposed to be sub-let ("the Sub-Let
Portion) accompanied by a plan showing the position and dimensions
thereof,
(iii) the business proposed to be carried on by the proposed sub-tenant at
the Sub-Let Portion;
(iv) the term of the proposed sub-letting,
(v) the proposed rent and other charges to be paid by the
-69-
proposed sub-tenant PROVIDED THAT the rent payable by the sub-
tenant shall not be less than the then current market rental and
shall in any event not be less than the PSF Tenant's Rental as
defined in sub-clause (d)(ii) hereof;
(b) no sub-tenancy shall be granted for a period which would extend beyond
the expiry date of the Term;
(c) the lettable floor area of the Sub-Let Portion, when aggregated with the
lettable floor area of all portions of the Premises in respect of which
there shall be a subsisting sub-tenancy granted pursuant to this Special
Condition 2, shall not exceed 5,776 square feet in the aggregate;
(d) if the Tenant shall derive a profit from the sub-letting of the Sub-Let
Portion, the Tenant shall be required to share such profit with the
Landlord in accordance with the following formula:-
(i) the rent per square foot of the lettable floor area of the Sub-Let
Portion derived by the Tenant from the sub-letting ("the PSF Sub-
Letting Rental") shall be reasonably determined by the Landlord;
(ii) the rent per square foot of the lettable floor area of the Premises
payable by the Tenant under this Agreement ("the PSF Tenant's
Rental") shall be reasonably determined by the Landlord;
(iii) if the PSF Sub-Letting Rental exceeds the PSF Tenant's Rental, the
Tenant will in respect of each square foot of the lettable floor
area of the Sub-Let Portion share the
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excess equally with the Landlord;
(iv) payment of the proportion of the PSF Sub-Letting Rental to which
the Landlord is entitled under this sub-clause shall be made to
the Landlord within 7 days from the date the relevant sub-letting
rental is received by the Tenant;
(v) Air-Conditioning Charges and Management Charges shall not be taken
into account for the purposes of this Clause and the Tenant will
pass on all Air-Conditioning Charges and Management Charges and
rates to its sub-tenant(s) at cost;
(e) prior to entering into any sub-letting permitted hereunder, the Tenant
shall procure that the sub-tenant enter into:
(i) direct covenants with the Head Landlord to perform and observe all
the lessee's covenants and the other provisions of the Head Lease
insofar as they relate to the Sub-Let Portion;
(ii) direct covenants with the Landlord to perform and observe all the
covenants and conditions herein contained and on the Tenant's part
to be performed and observed, insofar as they relate to the Sub-
Let Portion;
(f) any sub-letting permitted hereunder shall be on terms and conditions in
every respect compatible with and contain covenants and restraints on the
part of the sub-tenant no less onerous than those imposed upon the Tenant
in this Agreement and the sub-tenant shall have no further right of sub-
letting whatsoever;
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(g) The PSF Sub-Letting Rental exceeds the PSF Tenant's Rental, then all
legal costs, stamp duty, registration fee and agency fee reasonably
incurred by the Landlord and/or the Tenant in connection with any sub-
letting permitted hereunder shall be shared equally between the Landlord
and the Tenant and shall be paid out of the Sub-Letting Rental received
by the Tenant before any sharing is made pursuant to Special Condition
2(d)(iii) hereof;
(h) if the PSF Sub-Letting Rental is less than the PSF Tenant's Rental, the
Tenant shall upon production of the relevant receipt(s) reimburse to the
Landlord all reasonable legal costs incurred by the Landlord in respect
of the approval of the sub-tenancy agreement;
(i) the Tenant shall not erect upon the Premises or the Building or any part
thereof any sign or other display advertising the availability of the
Premises or any part thereof for letting or sub-letting or issue any
pamphlet, publicity or advertisement in any form whatsoever with regard
to any proposed letting or subletting without the prior written consent
of the Landlord which may be withheld or granted subject to conditions at
the entire discretion of the Landlord;
(j) the Tenant shall upon the reasonable request of the Landlord use its best
endeavours to enforce the terms and conditions of the sub-tenancy on the
part of the sub-tenant to be observed and performed.
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▇▇▇▇▇▇▇ LIMITED (the Landlord) )
)
In the presence of: )
)
)
SIGNED by ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇, )
) For and on behalf of
its Director ) iAsiaWorks (H.K.) Limited
)
for & on behalf of IASIAWORKS (HK) LIMITED ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇
------------------------
) Authorized Signature
(the Tenant) )
)
in the presence of: )
/s/ illegible
HR DIRECTOR
RECEIVED the day and year first above written )
)
the sum of HONG-KONG DOLLARS ONE MILLION ONE ) HK$1,161,056.40
) ===============
HUNDRED AND SIXTY ONE THOUSAND AND FIFTY SIX )
)
AND FORTY CENTS ONLY being the Deposit payable )
)
by the Tenant hereunder on signing hereof in )
)
accordance with Section IX Clause 9.01 hereof )
)
and Part IV of the Second Schedule hereto. )
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[FLOOR PLAN APPEARS HERE]