EXHIBIT 4.15
------------
OFFICE PREMISES
Dated the 26 Jan 2005
PERFECT WIN PROPERTIES LIMITED
AND
ASIA SATELLITE TELECOMMUNICATIONS CO
LTD
LEASE
of
17th Floor, The Xxx Gardens, 00 Xxxxx Xxxxxx,
Xxxxxxxx Xxx, Xxxx Xxxx
Term : Three (3) years
Commencing : 1st March 2005
Expiring : 29th February 2008
Monthly Rents :
(A) Basic Rent:
exclusive of rates and operating charges
(B) Operating Charges :
THIS LEASE made this 26th day of January Two Thousand and Five
BETWEEN
The Company more particularly described in Part I of Schedule 3 hereto
(hereinafter with its successors and assigns where the context so admits called
"the Landlord") of the one part and the person, persons or company more
particularly described in Part II of Schedule 3 hereto (hereinafter called "the
Tenant") of the other part.
IT IS HEREBY AGREED as follows:
1. The Landlord shall let and the Tenant shall take All the
Premises more particularly described in Part III of Schedule 3 hereto
(hereinafter referred to as "the Premises") Together also with the use of the
entrances staircases landings and passages (so far as the same are necessary to
the enjoyment of the Premises) in common with the Landlord and any other tenant
or tenants of the Building (as defined in Part III of Schedule 3) And together
also with the use in common with others of the lifts escalators (if any) and
central air-conditioning services whenever the same shall be operating excepting
and reserving unto the Landlord the rights set out in Schedule 1 hereto for the
term of years set out in Part IV of Schedule 3 hereto (hereinafter referred to
as "the Term") yielding and paying to the Landlord the monthly rent set out in
Part I of Schedule 4 hereto (herein called "the Rent") exclusive of Operating
Charges, Rates and other outgoings payable in advance on the first day of each
and every calendar month without any deduction or set off (whether legal or
equitable) whatsoever. If the commencement of the Term does not fall on the
first day of a calendar month, the first and last payments shall be apportioned
according to the number of days in the respective months in which the Term
commences and expires.
2. THE TENANT HEREBY COVENANTS AND AGREES WITH THE LANDLORD to
observe perform and comply with the following throughout the Term and the
tenancy of the Premises:
(a) To pay the Rent for the Premises and the Operating
Charges monthly in advance to the Landlord in Hong Kong Currency on the first
day of every calendar month during the Term such payment to be effected in such
manner as shall from time to time be designated by the Landlord without any
deduction on account of any set-off or claim which the Tenant may have against
the Landlord or otherwise. The Operating Charges at the commencement of the Term
shall be the sum set out in Part II of Schedule 4 hereto. If at any time the
operating cost relating to the maintenance and management of the Building shall
have increased the Landlord and/or its managing agent ("the Managing Agent")
shall be entitled to increase the Operating Charges from time to time. If the
Tenant shall fail to pay any of the Rent or the Operating Charges or such other
sums due hereunder within fifteen days from the time when the same become due
the Tenant shall pay interest thereon at the rate of twenty per cent per annum
from the date on which the same became due (not fifteen days thereafter) to the
date of payment. 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 (including the right of re-entry) exercisable under this
Lease. All such interest due on the Rent unpaid under this Lease shall be deemed
to be part of the Rent for the Premises and shall be recoverable by the Landlord
accordingly by distraint or otherwise.
(b) To pay and discharge all rates taxes assessments
duties charges impositions and outgoings of non-capital or recurring nature
whatsoever now or hereafter to be imposed or charged by the Government or other
lawful authority on or in respect of the Premises or upon the owner or occupier
in respect thereof (Government rent and Property Tax alone excepted).
(c) To be responsible to pay all charges and deposits to
the relevant utility supply companies in respect of gas and electricity which
shall be consumed or supplied on or to the Premises and to indemnify the
Landlord against any action claim demand proceedings loss and damages incurred
by the Landlord due to the Tenant's failure to pay such charges and deposit.
(d) To pay the Rent, Rates, Operating Charges and other
periodic charges mentioned herein by way of cheques provided by member banks of
The Hong Kong Association of Bank, or in Banknotes if so required or in such
manner as the Landlord may determine.
(e) To observe obey and comply with all existing house
rules management notices and such other regulations and notices relating to the
Premises and/or the Building as may from time to time issued by the Landlord
and/or the Managing Agent (hereinafter collectively called "the House Rules").
The Landlord and/or the Managing Agent may from time to time establish such
additional House Rules as it may deem necessary for the management and control
of the Building and may also from time to time alter amend and/or repeal the
House Rules and this Lease shall be in all respects subject to the House Rules
which when a copy thereof has been furnished to the Tenant shall be taken to be
part hereof and the Tenant shall obey all the House Rules and see that they are
faithfully observed by the visitors guests employees and licensees of the
Tenant. In the event of any conflict between the House Rules and the terms of
this Lease, the terms of this Lease shall prevail.
(f) (i) To comply with all the requirements of the
Government or other lawful authorities and with all laws ordinances rules and
regulations orders and notices with respect to the Premises.
(ii) To do everything necessary to obtain
maintain continue and renew any licence or registration required by any laws
ordinances rules regulations for using the Premises for the use allowed
including paying all fees.
(iii) To observe and comply with all the terms of
the Government Lease of Conditions under which the Landlord holds the Premises
in so far as the same are applicable to the Premises or relating to the use and
occupation of the Premises.
3
(iv) To indemnify the Landlord against all claims
demands proceedings loss or damages costs and expenses arising from any breach
by the Tenant of this clause.
(g) To keep and maintain all the interior of the Premises
including but not limited to ceilings doors windows shopfront glass and the
Landlord's fixtures and fittings ("the Landlord's Fixtures and Fittings") in
good clean tenantable substantial and proper repair and condition and properly
preserved and painted as may be appropriate when from time to time required and
to so maintain, the same at the expense of the Tenant and deliver up the same to
the Landlord at the expiration or sooner determination of the Term in the like
condition replacing and reinstating any such part of the Premises damaged or
destroyed by or through or in consequence directly or indirectly of any
negligent act default or omission of the Tenant. The Tenant particularly agrees:
(i) To reimburse to the Landlord the cost of
replacing all broken and damaged windows or glass whether the same be broken or
damaged by the negligence of the Tenant or owing to circumstances beyond the
control of the Tenant.
(ii) To repair or replace, if so required by the
power supply company or other Authority as the case may be under the terms of
any relevant ordinance for the time being in force or any regulations made
thereunder, all the electrical wiring installations and fittings within the
Premises and the wiring from the Tenant's meter or meters to and within the
same.
(iii) To take all reasonable precautions to
protect the interior of the Premises from damage threatened by an approaching
storm, typhoon heavy rainfall or adverse weather condition.
(iv) To pay on demand to the Landlord all costs
incurred by the Landlord in cleansing and clearing any of the drains choked or
stopped up owing to the negligence of the Tenant or of his visitors guests
employees or licensees (if any).
(v) To reimburse the Landlord the cost of
repairing or replacing any air-conditioning fan-coil unit or any other part of
the air-conditioning system or installation which is damaged or rendered
defective by the misuse or negligence of the Tenant or any of the Tenant's
visitors employees or licensees.
(vi) To be responsible for all damage or injury
to the Premises the Landlord's Fixtures and Fittings or to the Building its
apparatus or services which may be caused by the carelessness omission neglect
improper use or conduct of or any cause attributable to the Tenant the servants
employees agents or invitees of the Tenant including without in any way limiting
the foregoing damage caused by the Tenant in moving property or equipment in or
out of the Building or the Premises and such damage shall be repaired restored
remedied or replaced promptly on the same being sustained at the sole cost and
expense of the Tenant to the satisfaction of the Landlord by contractors and
workmen employed or approved by the Landlord.
4
(vii) To be wholly responsible for any loss damage
or injury caused to any person whomsoever or to any property whatsoever directly
or indirectly through the defective or damaged condition of any part of the
interior of the Premises or through the operation of any fixtures fittings
wiring or piping or any plant or machinery therein and to make good the same by
payment or otherwise and to indemnify the Landlord against all claims demands
actions and legal proceedings whatsoever made upon the Landlord by any person in
respect thereof.
(viii) To fully indemnify the Landlord against all
claims demands actions and legal proceedings whatsoever made upon the Landlord
in respect of any loss damage or injury to any person whomsoever or to any
property whatsoever caused by the act default or negligence of the Tenant or by
or through or in any way owing to the leakage or overflow of water or the escape
of fumes smoke or fire or other substance or thing of whatsoever origin from the
Premises or directly.
(h) To maintain the highest standards of cleanliness and
hygiene and freedom from infection contamination and infestation by any form of
pest which is a health hazard in all parts of the Premises.
(i) To fit out the interior of the Premises in a style
and manner appropriate to a first class office premises at its own cost in
accordance with the provisions of Schedule 5 hereto.
(j) (i) To permit the Landlord and its
representatives and agents with or without workmen or others and with or without
appliance to enter and view examine or inspect the state of repair of the
Premises and the Landlord's Fixtures and Fittings and to take inventory thereof
at any reasonable hour of the day; and
(ii) to make good all defects and wants of repair
found to be the responsibility of the Tenant within fifteen days from the date
of written notice from the Landlord; and
(iii) to permit the Landlord and its
representatives and agents with or without workmen with or without appliance to
enter the Premises to make or facilitate repairs or prevent damage to any part
of the Premises which the Tenant has failed to effect or any part of the
Building or facilities and services situate in the Premises and to remove such
portions of the walls floors and ceilings of the Premises as may be required for
the purpose of making such repairs or preventing such damage. If the Tenant
shall not be personally present to open and permit an entry into the Premises
when, for any reason, an entry shall be necessary or permissible hereunder, the
Landlord or the Landlord's agents may forcibly or otherwise enter the Premises
without rendering the Landlord or such agents liable to any claim or cause of
action for damages by reason thereof if during such entry the Landlord shall
have accorded reasonable care to the Tenant's property. The right and authority
hereby reserved do not impose nor does the Landlord assume any responsibility or
liability whatsoever for the care or supervision of the Premises or any of the
pipes fixtures appliances or appurtenances therein contained or therewith in any
manner connected except as may be herein specifically provided. The
5
Tenant shall indemnify the Landlord of all costs and expenses for any work
carried out due to the Tenant's failure to comply with this Clause which shall
be recoverable as a debt.
(k) To insure with a reputable insurance company in Hong
Kong approved by the Landlord against all risks and claims by third parties in
respect of damage or loss or injury to person or property in or to the Premises
however caused or arising out of its use and occupation of the Premises and to
pay all premiums therefor and on demand to produce (and if so required) deliver
up to the Landlord or its agent every such policy of insurance and the receipt
for the last payment of premium AND the Tenant hereby covenants with the
Landlord that the Tenant will fully indemnify the Landlord and keep the Landlord
indemnified against any claims made by third parties as aforesaid.
(l) Not to occupy or use the Premises or permit the same
or any part thereof to be occupied or used for any purpose other than that as an
office only.
(m) Not to permit any person to remain in the Premises
overnight without prior written permission from the Landlord. Such permission
will not be given unless the Landlord is satisfied that it is necessary for the
Tenant's business operation or to enable the Tenant to post a watchman to look
after the contents of the Premises. In no circumstances shall the Premises be
used as sleeping quarters or as domestic premises within the meaning of the
Landlord and Tenant (Consolidation) Ordinance (Cap. 7) or any other enactment or
modification thereof for the time being in force.
(n) Not to do or permit to be done any act matter or
thing in contravention of the terms of the Government Lease or Conditions under
which the Landlord holds the Premises or any laws ordinances rules regulations
orders notices affecting or relating to the Premises and the Tenant shall
indemnify the Landlord against any breach thereof.
(o) Not to assign underlet or otherwise part with the
possession of the Premises or any part thereof either by way of sub-letting
lending sharing or other means whereby any person or persons not a party to this
Lease obtains the use or possession of the Premises or any part thereof
irrespective of whether or not any rental or other consideration is given for
such use or possession and in the event of any such transfer sub-letting sharing
assigning or parting with the possession of the Premises Clause 4(a) shall apply
and this Lease may at the discretion of the Landlord be absolutely determined in
which event the Tenant shall forthwith deliver vacant possession of the Premises
to the Landlord in accordance with the provisions herein. The lease hereby
granted shall be personal to the Tenant named in this Lease and, without in any
way limiting the generality of the foregoing, the following acts and events
shall, unless previously approved in writing by the Landlord (which approval the
Landlord may give or withhold at its discretion without assigning any reason
therefor), be deemed to be breaches of this Clause:
6
(i) in the case of a tenant which is a
partnership the taking in of new partner or partners;
(ii) in the case of a tenant being an individual
the death incapacity insanity or bankruptcy of the tenant;
(iii) in the case of a tenant being a corporation
any take-over reconstruction amalgamation merger liquidation or change in the
person or persons who owns or own a majority of the Tenant's voting shares or
who otherwise has or have effective control thereof;
(iv) the giving by the Tenant of a Power of
Attorney or similar authority whereby the donee of the Power of Attorney 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; and
(v) the change of the Tenant's business name
without the previous written consent of the Landlord.
(p) (i) Not without first obtaining the written
consent of the Landlord to make or permit to be made any alteration in or
addition to the Premises or to the water gas or steam pipes electrical
installations and wiring or plumbing or the Landlord's Fixtures and Fittings nor
to install any plant apparatus or machinery in the Premises or cut maim or
injure or suffer to be cut maimed or injured any doors windows walls structural
members or other fabric thereof or remove any additions improvements or fixtures
from the Premises. If any Government authority or other lawful authorities
requires or orders the Premises be altered added to modified or reinstated or
that any fixtures or equipment be installed or removed the Tenant shall:
(1) give the Landlord promptly a copy of
any notification to that effect;
(2) carry out the work required;
(3) indemnify the Landlord against any
claims demands losses and damages arises from the breach of such request or
orders by the Tenant.
(ii) If the Tenant shall hereafter place in the
Premises any additions improvements or fixtures which can be removed without
structural alterations then the Tenant shall have the right prior to the
termination of this Lease to remove the same at the Tenant's own expense
provided that:
(1) the Tenant at the time of such
removal shall not be in default in the payment of the Rent or in the performance
of any other clause provision or condition of this Lease;
7
(2) before any such removal the Tenant
shall have given written notice to the Landlord specifying the additions
improvements or fixtures which the Tenant proposes to remove specifying in
detail the proposed replacements to be made by the Tenant and shall have
obtained the Landlord's written approval of the replacement specifications; and
(3) the Tenant shall at the Tenant's own
expense prior to the termination of this Lease replace all articles and
materials removed with similar kind and equal or better quality customary in
this type of high class commercial building and satisfactory to the Landlord and
make good all damages caused by any removal and reinstate the Premises to good
repair and condition and all such replacements and reinstatement shall be
first-class in workmanship materials and finish and as specified in the notice
provided for in paragraph (2)(p)(ii)(2) hereof.
(iii) Notwithstanding any provision herein the
Tenant shall if so required by the Landlord remove all additions improvements or
fixtures from the Premises and reinstate the Premises to their original state
and condition to the satisfaction of the Landlord on the expiration or sooner
determination of the Term hereby granted.
(q) Not to do or permit to be done anything whereby the
policy or policies of insurance on the Premises or the contents thereof taken
out by the Landlord or the Managing Agent for the time being subsisting may
become void or voidable or whereby the rates of premium thereon may be increased
and shall repay to the Landlord all sums paid by way of increased premium and
all expenses incurred by the Landlord in or about any renewal of such policy or
policies rendered necessary by a breach of this clause and the Landlord shall
have the right to collect the same from the Tenant when charged to the Landlord
as additional rent as referred to in Clause 2(a).
(r) Not to use the name of the Building designated by
the Landlord for any purpose other than in its business address.
(s) Not to use the Premises for the storage of goods or
merchandise other than in small quantities consistent 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 to be kept or stored any hazardous or dangerous goods within
the meaning of the Dangerous Goods Ordinance or any enactment amending modifying
or replacing the same and the regulations applicable thereto from time to time
in force.
(t) Not to permit or suffer any part of the Premises to
be used for gambling or for any illegal immoral or improper purpose.
(u) Not to take delivery of furniture or fixtures or
bulky items of goods in and out of the Building during normal office hours and
under no circumstances shall passenger lifts be used for delivery purposes.
8
(v) Not to install additional locks bolts or other
fittings to the Premises or in any way to cut or alter the same without the
prior written consent of the Landlord.
(w) Not to place a load upon any floor of the Premises in
excess of the loading for which the floor is designed. The Landlord reserves the
right to prescribe the weight and position of all safes and heavy machinery
which must be placed so as to ensure an acceptable distribution of weight.
(x) Not to make or permit to be made any music or noise
vibration or offensive odours so as to cause a nuisance or annoyance to or cause
reasonable complaints from the Landlord or any other tenants of the Building or
do or permit anything to be done therein which will interfere with the rights
comfort or convenience of the other tenants.
(y) For the period of six months prior to the expiration
of the Term to permit the Landlord to display on the exterior of the Premises
any requisite termination notice and during such period to permit the Landlord
and its representatives to enter the Premises with prospective tenants at
reasonable hours of the day to view and inspect the same.
(z) To permit the Landlord at all times during the Term
to exercise without interruption or interference any of the rights set out in
Schedule 1 hereto.
(aa) On the expiration of the Term hereby granted or upon
an earlier termination of this Lease to deliver up vacant possession of the
Premises to the Landlord with all additions improvements and fixtures then
included therein except otherwise required by the Landlord to remove as
hereinabove provided in a good clean and tenantable repair and condition to the
satisfaction of the Landlord.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:
(a) To keep in good repair the Building's main walls
roofs main passages main stairways main electricity cables and main drains and
pipes intended for the general service of the Building and all such repairs
shall be at the expense of the Landlord unless the same shall have been rendered
necessary by the act or neglect or carelessness of the Tenant or any of the
visitors guests employees contractors or licensees of the Tenant in which case
the expense shall be borne by the Tenant Provided that the Landlord's liability
hereunder shall not be deemed to have arisen unless and until notice in writing
of any want of repair shall have been previously given by the Tenant to the
Landlord and the Landlord shall have failed to repair the same within a
reasonable time.
(b) To carry out routine maintenance work to the common
areas and facilities of the Building in such manner as the Landlord may think
fit.
(c) To provide and maintain for the Premises a central
air-conditioning service during air-conditioning supply hours set out in Part
III of Schedule 4
9
subject to the Landlord's right to revise such air-conditioning supply hours. No
central air-conditioning supply will be provided outside these hours other than
as may be agreed in advance with the Landlord and subject to the Tenant paying
extra air-conditioning charges. Notwithstanding any provision to the contrary
the Landlord shall not be liable to pay compensation to the Tenant in respect of
any period during which the air-conditioning plant shall not be operating as the
result of mechanical or power failure need of maintenance repair or overhaul or
for any other reason beyond the control of the Landlord nor shall the Landlord
be liable to grant to the Tenant any reduction or abatement of rent in respect
of such interruption.
(d) Upon the Tenant duly paying the Rent and observing
and performing the terms and complying with the conditions on the part of the
Tenant to be performed as herein set forth at all times during the Term hereby
granted to allow the Tenant quietly hold and enjoy the Premises without any suit
trouble or hindrance from the Landlord or anyone lawfully claiming under through
or in trust for the Landlord.
(e) To pay the Government Rent and Property Tax in
respect of the Premises during the continuance of the Term.
4. IT IS HEREBY MUTUALLY AGREED as follows:
(a) (i) If the Rent and/or the Operating Charges
and/or other moneys hereby reserved or any part thereof shall be unpaid for 15
days after the same shall become payable whether formally demanded or not; or
(ii) If the Tenant shall default in the
performance or observance of any term or condition hereof; or
(iii) If the Tenant shall become bankrupt or enter
into any composition or arrangement with creditors or shall suffer any execution
to be levied on its goods or a petition for bankruptcy or winding up shall have
been lodged against the Tenant;
then and in any such case it shall be lawful for the Landlord to re-enter the
Premises or any part thereof in the name of the whole and thereupon this Lease
shall absolutely determine and the deposits paid by the Tenant to the Landlord
shall be absolutely forfeited to the Landlord as and for liquidated damages and
not as a penalty but without prejudice to any right of further action of the
Landlord in respect of any antecedent breach of the Tenant's terms and
conditions and a written notice given by the Landlord to the Tenant to the
effect that the Landlord thereby exercises the right of re-entry hereby
conferred shall be a full and sufficient exercise of such power notwithstanding
any statutory or common law provisions to the contrary.
(b) Notwithstanding anything hereinbefore contained and
without prejudice to the Landlord's rights for damages and other remedies if the
Tenant shall fail to pay the Rents and/or the Operating Charges and/or other
moneys herein reserved or any part thereof on due dates the Landlord shall be
entitled to:
10
(i) any or all of the following on full
indemnity basis recoverable as a debt:
(1) such sum as the Landlord shall
reasonably determine to be collection charges for the additional work incurred
by the Landlord's staff in collecting the Rents and/or the Operating Charges
and/or other moneys unpaid or any part thereof;
(2) all solicitors' and/or counsels'
fees (on a solicitor and own client basis) and court fees and other costs and
expenses whatsoever incurred by the Landlord for the purpose of recovering the
Rents and/or the Operating Charges and/or other moneys unpaid or any part
thereof; and
(3) any other fees paid to
debt-collectors appointed by the Landlord for the purpose of collecting the
Rents and/or the Operating Charges and/or other moneys unpaid or any part
thereof.
(ii) terminate or disconnect the supply of
air-conditioning and other services and facilities to the Premises and/or to the
Tenant.
(iii) dispose of any chattel object or thing left
at the Premises in such manner as the Landlord may think fit at the costs of the
Tenant in the event of the Landlord exercising its right of re-entry and such
costs shall be recoverable from the Tenant as a debt.
(c) The Tenant shall deposit with the Landlord the sum of
set out and in the manner set out in Part IV of Schedule 4 hereto (herein
referred to as "the Deposit") as security for the due payment of the Rent the
Operating Charges and other moneys hereby stipulated and the due observance and
performance of the term and conditions herein contained and on the part of the
Tenant to be observed and performed. The Deposit shall be subject to revision in
the event of adjustment in the Rent and/or Operating Charges and/or other moneys
payable hereunder in the manner set out in Part IV of Schedule 4. The Deposit
shall be retained by the Landlord for its own use and benefit throughout the
Term free of any interest to the Tenant with power for the Landlord without
prejudice to any other right or remedy hereunder to forfeit or to deduct
therefrom the amount of any of the Rent the Operating Charges or other moneys
payable hereunder which is in arrears or any loss or damage sustained by the
Landlord as the result of any non-observance or non-performance by the Tenant of
any such agreement stipulation or condition. In the event of any deduction being
made by the Landlord from the Deposit in accordance herewith the Tenant shall on
demand by the Landlord forthwith further deposit the amount so deducted and
failure by the Tenant so to do shall entitle the Landlord forthwith to re-enter
the Premises and to determine this Lease and forfeit the balance of the Deposit
as herein provided. In the event that Landlord assigning or transferring the
ownership of the Premises to any party subject to and with the benefit of this
Lease, the Landlord may transfer the Deposit to the new owner (less any
deduction that the Landlord may make according to the provisions herein) and the
Tenant shall be deemed to have waive all claims against the Landlord for the
refund of the Deposit
11
hereunder upon the transfer of the Deposit Provided Always that such transfer
shall not affect the rights of the Tenant to claim against the new owner for the
refund of the Deposit. Subject as aforesaid the Deposit shall be refunded to the
Tenant by the Landlord without interest within thirty days after the expiration
or sooner determination of this Lease and the delivery of vacant possession of
the Premises to the Landlord or within thirty days of the settlement of the last
outstanding claim by the Landlord against the Tenant in respect of any breach
non-observance or non-performance of any of the agreements stipulations or
conditions herein contained and on the part of the Tenant to be observed and
performed whichever is the later.
(d) Acceptance of the Rent by the Landlord shall not be
deemed to operate as a waiver by the Landlord of any right to proceed against
the Tenant in respect of any breach by the Tenant of any of its obligations
hereunder. No condoning excusing or overlooking by the Landlord of any default
breach or non-observance or non-performance by the Tenant at any time or times
of any of the Tenant's obligations herein contained shall operate as a waiver of
the Landlord'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 of the Landlord herein in respect of any such continuing
or subsequent default or breach and no waiver by the Landlord shall be inferred
from or implied by anything done or permitted by the Landlord unless expressed
in writing and signed by the Landlord.
(e) The Landlord shall not be under any liability
whatsoever to the Tenant or to any other person whomsoever:
(i) in any circumstance in respect of any damage
sustained by the Tenant or any other person whomsoever caused by the negligence
of any other tenant or occupier of the Building or caused by or through or in
any way owing to the leakage or overflow of water or the escape of fumes smoke
or fire or any other substance or thing from any premises situate in the
Building or caused by or through or in any way owing to any defect in or
breakdown of the lifts escalators fire alarms fire fighting or fire prevention
equipment and security services equipment air-conditioning plant and other
facilities of and in the Building;
(ii) in any circumstances be liable for damage
whatsoever to property resulting from fire explosion falling plaster steam gas
electricity water rain or leaks from any part of the Building or from pipes
appliances or plumbing works or from the roof street or subsurface or from any
other place or by dampness or by any other cause of whatsoever nature nor shall
the Landlord be liable for any such damage caused by other tenants or persons in
the Building or other operations in the neighbourhood;
(iii) any loss damages or injury to person
sustained by the Tenant or any other person arising from any cause whatsoever
not due to the default or negligence of the Landlord;
12
(iv) for any non-observance non-performance or
non-compliance of any obligation or covenant or violation of any House Rules
Byelaws or any other regulation by other tenant or occupant or person; and
(v) for the security or safekeeping of the
Premises or any content therein whatsoever.
(f) In the event of the Premises or any part thereof at
any time during the Term being damaged or destroyed by fire water storm wind
typhoon defective construction white-ants earthquake subsidence of the ground or
any other cause (not attributable to the act default or negligence of the
Tenant) so as to be rendered unfit for use and occupation or being declared
unfit for use and occupation or becoming subject to a closure order then the
Rent hereby stipulated or a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended until the Premises shall be
again rendered fit for occupation and use Provided Always that the Landlord
shall be under no obligation to reinstate the Premises if by reason of the
condition of the Premises or any local regulations or other circumstances beyond
the control of the Landlord it is not practicable or reasonable so to do. In
such event the Landlord may forthwith or within a reasonable time thereafter
determine this Lease by written notice to the Tenant upon which the parties
shall be released from their respective obligations under this Lease but such
determination shall not prejudice the rights and remedies of either party in
respect of any antecedent breach on the part of the other.
(g) (i) The parties mutually agree that,
notwithstanding anything hereinbefore contained to the contrary, if at any time
during the Term the Landlord shall resolve to re-develop the Premises or the
Building or any part thereof whether wholly by demolition and rebuilding or
otherwise, or partially by renovation refurbishment or otherwise, either alone
or jointly with the owner or owners of other premises or buildings, or shall
sell or assign or enter into any agreement for the sale or assignment of the
whole or any part of the Building of which the Premises form part, then in any
of such events the Landlord shall have the right to terminate this Lease by
giving not less than six months' prior notice in writing to the Tenant and upon
the expiration of such notice the Term shall absolutely cease and determine but
without prejudice to the rights and remedies of either party against the other
in respect of any antecedent claim or breach of any of the agreements or
stipulations herein set out. The Tenant shall deliver vacant possession of the
Premises to the Landlord forthwith in accordance with the provisions of this
Lease upon the expiration of the said notice and shall not be entitled to claim
any loss and damages or compensation in respect of such early determination.
(ii) For the purpose of this Lease the Landlord
is deemed to have resolved to re-develop or demolish or renovation or refurbish
or sell or assign the Premises or the Building or any part thereof if the
Landlord has passed a resolution by its Board of Directors indicating its
intention to carry out such plan.
(iii) It is also agreed and declared
notwithstanding any other provision herein to the contrary that any optional
right granted to the Tenant including but not limited to any option to renew or
right of first refusal (if any) under or
13
incidental to this Lease shall extinguish and determine upon the service of the
said notice of termination (whether the same shall have been exercised by the
Tenant or not) and the damages or compensation or any relief against such early
determination of such optional right.
(h) For the purposes of this Lease any act default or
omission of the agents servants employees contractors licensees guests invitees
or customers of the Tenant shall be deemed to be the act default or omission of
the Tenant.
(i) Any notice by the Landlord to the Tenant shall be
deemed to have been duly served and any demand by the Landlord upon the Tenant
shall be deemed to have been duly made if delivered to or sent by prepaid post
or left at the Premises or at the last known address of the Tenant. Any notice
by the Tenant to the Landlord shall be deemed to have been given if in writing
and delivered or mailed by prepaid registered mail to the registered office of
the Landlord.
(j) Each party shall bear its own costs and expenses of
and incidental to the preparation and execution of this Lease. The stamp duty
payable on this Lease and its counterpart shall be borne by the Landlord and
Tenant in equal shares.
(k) This Lease and the agreements stipulations and
conditions herein contained shall enure for the benefit of and be binding on the
Landlord its successors and assigns.
(l) The Tenant acknowledges that no fine premium key
money or other consideration has been paid by the Tenant to the Landlord for or
in connection with the grant of this lease.
(m) The Tenant shall waive and shall not avail itself of
any protection against ejectment or otherwise which is or may be afforded by any
ordinance from time to time in force for the protection of tenants in so far as
such protection now or at any time may be lawfully waived and for the purposes
of Part III of the Landlord and Tenant (Consolidation) Ordinance (Cap.7) rent
shall be deemed to be in arrears if not paid in advance on the due date in
accordance with Clause 2(a) hereof.
(n) This Lease sets out the full agreement between the
parties. No other warranties or representations have been made or given relating
to the tenancy or to the Building or the Premises. If any warranty or
representation has been made the same is hereby waived. This Lease shall not be
amended or modified except by mutual agreement of the parties in writing. No
representation warranty or guarantee is made on the suitability of the Premises
for the Tenant's intended user or purpose for the Premises, it shall be the
Tenant's own responsibility to obtain all requisite consents approvals licences
permits from all government or other competent authorities in respect of the
Tenant's user purpose and operation in the Premises and the Tenant shall observe
and comply with all laws byelaws rules regulations and requirements in respect
thereof and shall indemnify the Landlord against all claims demands actions
proceedings loss damages costs and expenses arising from the Tenant's breach of
this Clause.
14
(o) It is hereby declared that in the construction of
these presents unless the contrary intention appears:
(i) words importing the masculine gender shall
include female and neuter genders and vice versa words in the singular shall
include the plural and vice versa and words importing persons shall include
companies or corporations and vice versa;
(ii) "Hong Kong" shall mean the Hong Kong Special
Administrative Region of the People's Republic of China and "the Government"
shall mean the Government of Hong Kong; and
(iii) The marginal notes and heading in this Lease
are intended for guidance only and do not form part of this Lease nor shall any
of the provision herein be limited thereby. The schedules shall form an integral
part of this Lease and shall be construed, and have the same effect, as if
expressly set out in the body herein.
(iv) Each and every part of the clause sub-clause
term condition stipulation or provision in this Lease, save and except otherwise
specified, shall be construed as an independent and severable part of the clause
sub-clause term condition stipulation or provision in this Lease. In the event
that any part of the clause sub-clause term condition stipulation or provision
is found to be illegal invalid or unenforceable such part of the clause
sub-clause term condition stipulation or provision shall be deemed to have been
severed from this Lease and shall not affect the validity and enforceability of
the other part of the clause sub-clause term condition stipulation or provision
and the other clauses sub-clauses terms conditions stipulations or provisions of
this Lease.
(p) This Lease shall be governed by the law of Hong Kong
and the parties agree to submit to the non-exclusive jurisdiction of the courts
of Hong Kong.
(q) This Lease shall also be subject to the special
conditions set out in Schedule 6 hereto (if any).
AS WITNESS WHEREOF the parties have executed this Lease the day and
year first above written.
15
SIGNED by Xxxxxxxx Xxxx )
)
for and on behalf of the Landlord )
whose signature is verified by: )
SIGNED by Xxxxx Xxx )
)
for and on behalf of the Tenant )
in the presence of: )
RECEIVED the day and year first above )
written of and from the Tenant the sum )
of )
)
)
Hong Kong Currency being the Deposit )
above expressed to be paid by the Tenant to )
the Landlord )
WITNESS:
16
SCHEDULE 1
LANDLORD'S RESERVATION
It is expressly reserved to the Landlord the following rights without
any reduction or abatement of rent or any compensation whatsoever to the Tenant
without prejudice or limitation whatsoever to any implied right under the common
law or any statement,:
1. The free passage and running of water soil gas electricity and
other services from and to other parts of the Building in and through the pipes
sewers drains conduits gutters watercourses wires cables laser optic fibres data
or impulse transmission communication or reception system channels and other
conducting media (collectively "the Conducting Media") which are now or at any
time during the Term laid or made in upon through over or under the Premises and
the free and uninterrupted use of all Conducting Media serving other parts of
the Building which are now or at any time during the Term in upon through or
under the Premises.
2. The right to construct and to maintain in over or under the
Premises any easements or services for the benefit of any part of the Building
or any adjoining property of the Landlord.
3. The right at any time during the Term at reasonable times
during normal business hours after giving reasonable prior notice to the Tenant
to enter (or in cases of emergency to break and enter) upon the Premises in
order:
(a) to inspect cleanse repair amend remove or replace
with others the Conducting Media or any part thereof;
(b) to inspect and to execute works in connection with
any of the easements or services referred to in this Schedule;
(c) to carry out work or do anything whatsoever comprised
within the Landlord's obligations herein contained whether or not the Tenant is
liable hereunder to make a contribution;
(d) to exercise any of the rights possessed by the
Landlord under the terms of this Lease.
4. The right to erect scaffolding for the purpose of repairing
refurbishing or cleaning the exterior of the Building notwithstanding that such
scaffolding may temporarily interfere with the access to or enjoyment and use of
the Premises.
5. (a) The right to use or permit or authorize other persons
to use all or any part of the common areas of the Building (including without
limitation the common entrances, passages, corridors, staircases, lobbies and
halls) whether by granting
17
a tenancy, lease or licence in respect thereof for any trade business
advertising or promotional use or activities;
(b) The right to alter, modify, designate, re-designate,
relocate or otherwise change the common areas of the Building (including but not
limited to common entrances, passages, corridors, staircases, lobbies and
halls); and
(c) The right to alter modify add change renovate
refurbish or improve any part of the Building and any services or facilities
thereto not exclusively occupied or used by or granted to the Tenant from time
to time and in such manner as the Landlord may reasonably deem fit without the
same constituting an actual or constructive eviction of the Tenant and without
incurring any liability of the Tenant provided that the exercising of the rights
set out in Paragraphs (a) to (c) shall not significantly interfere with the
Tenant's access to the Premises.
6. The right at any time during the Term hereby granted to change
the name of the Building or any part thereof and in respect thereof the Landlord
shall not be liable whatsoever to the Tenant or be made a party to any other
proceeding or for costs or expenses of whatsoever nature incurred by the Tenant
as a result of such change.
18
SCHEDULE 2
HOUSE RULES
1. The public halls entrances passages and stairways lifts main
lift lobbies and other common areas of the Building shall not be obstructed or
used for any other purpose than ingress to or egress from the Premises in the
Building.
2. No tenant shall put up any decoration advertisement notice or
other material whatsoever in any public hall entrances passages stairways lifts
main lift lobbies and other common areas of the Building not exclusively
occupied by the Tenant in any manner without the prior consent of the Landlord.
3. No tenant shall do or permit anything to be done or make or
permit any noise such as to cause a nuisance or annoyance or disturbance or
cause reasonable complaints from to any other tenant in the Building or the
Landlord therein which will interfere with the rights comfort or convenience of
other tenants.
4. No tenant shall store arms, ammunition or unlawful goods
kerosene or any explosive combustible or dangerous substance in any part of his
premises.
5. Each tenant shall keep such tenant's Premises in a good state
of preservation and cleanliness and shall not sweep or throw or permit to be
swept or thrown any dirt rubbish or other substance from the doors windows
terraces or balconies of the Building.
6. No tenant shall place any article object chattel or thing or
otherwise cause any obstruction in the public halls passages or on the public
staircase landings nor hang or shake anything from the doors windows terraces or
balconies or placed upon the window xxxxx of the Building.
7. No shades awnings or window guards shall be used in or about
the Building except such as shall be approved by the Landlord.
8. No sign signal advertisement poster flag banner or
illumination shall be inscribed or exposed on or at any window or other part of
the Premises or the Building which are visible from outside of the Premises or
except such as shall have been approved in writing by the Landlord nor shall
anything be projected or protruding out of any window of the Building without
similar approval. No tenant shall put up any sign or plate in any common area
except a sign or plate showing the tenant's name at such designated space as the
Landlord may provide at the main entrance hall of the Building for a Directory
of such design as may from time to time be determined by the Landlord subject to
the tenant bearing the expense of such sign or plate.
9. The public lifts or escalators in the Building, unless of
automatic type and intended for operation by a passenger, shall be operated only
by employees of the Landlord and no tenant shall cause or suffer or permit its
agent employee guest or
19
licensee to cause any interference whatsoever with the operation of such lifts
or escalators.
10. No velocipedes bicycles scooters trolley or similar vehicles
shall be allowed in the public passenger lifts public halls corridors passage
ways areas or courts of the Building.
11. Office equipment and supplies goods baggage and packages of
every kind shall be delivered only at the service entrance of the Building and
through the service lift or service stairways to any premises.
12. Garbage and refuse from any premises shall be deposited in
such manner as the manager of the Building may direct.
13. Water-closets and other water apparatus in the Building shall
not be used for any purpose other than those for which they were constructed nor
shall any sweepings rubbish rags or any other articles be thrown into the same.
Any damage resulting from misuse by any tenant or any of its guests licensees or
employees of any water-closets or apparatus shall be paid for by the tenant.
14. No tenant shall send any employee of the Landlord out of the
Building on any private business of a tenant.
15. No bird or animal or pet of any kind shall be kept harboured
or allowed in any premises or any part of the Building.
16. No radio or television aerial cable or transmitter of any kind
shall be attached to or hung from the exterior of the Premises or in or outside
any part of the Building.
17. Any consent or approval given under these rules by the
Landlord shall be revocable at any time at the discretion of the Landlord.
18. Complaints regarding the service of the Building shall only be
acknowledged if made in writing to the Landlord or any other person designated
by the Landlord to be its representation.
19. No tenant shall allow any guest customer visitor licensee or
employee of the tenant to stand or queue up outside his premises or otherwise
causing an obstruction to the passages and entrance halls used in common with
the other tenants of the Building or otherwise cause any disturbance to or
reasonable complaints from other tenants or occupiers or the Managing Agent or
the Landlord.
20. The Landlord shall have the right to prohibit any advertising
by any tenant which in the Landlord's opinion tends to impair the reputation of
the Building or its desirability as a building for offices and/or shopping mall
and upon written notice from the Landlord the tenant shall refrain from or
discontinue such advertising.
20
21. Windows shall remain closed save in an emergency such as fire
or breakdown of the air-conditioning system.
22. Canvassing and peddling in the Building is strictly prohibited
and each tenant shall co-operate to prevent the same and report such activity to
the Managing Agent.
23. No tenant may cause whether direct or indirect any touting or
soliciting for business or distribution of any pamphlet notice newsletter or
advertising material whatsoever to be conducted in any part or near the vicinity
of the Building.
24. Each tenant must upon the termination of his tenancy return to
the Landlord all keys of stores offices and toilet rooms used by such tenant.
25. The loading and unloading of goods shall be carried out at
such times in such areas and through such entrances as shall be designated by
the Landlord for this purpose from time to time.
26. No heating facilities shall be installed by any tenant without
the prior written consent of the Landlord.
27. It is the responsibility of a tenant to maintain and keep
clean and clear of rubbish the public areas immediately adjacent to his premises
to the satisfaction of the Landlord.
28. No tenant may block or darken or obstruct any shop front
window (if any) or other window or lights in the Premises that may be visible
from outside or any part of the Building without the prior written consent of
the Landlord.
29. No tenant shall put or install any equipment apparatus plant
machinery furniture or any other chattel or object of whatsoever nature which
imposes a dead weight on any part of the Premises which would exceed the floor
loading capacity of the Building. The Landlord and/or the Managing Agent shall
be entitled to prescribe the maximum weigh and permitted locations of any heavy
equipment apparatus plant machinery furniture or chattel of object and to
require the same to stand on supports of such dimension and material to
distribute such weigh as the Landlord and/or the Managing Agent may deemed
necessary.
30. No tenant may use any Premises or any part thereof for cooking
preparation or consumption of food save and except any part thereof are
specifically permitted by the Landlord to be so used.
31. Tenants shall remove and dispose of any garbage or rubbish in
the manner from time to time prescribed by the Landlord and until such time as
such garbage is removed from the Building the tenants shall keep the same
securely sealed in containers of a design to be approved by the Landlord. In the
event of the Landlord providing a collection service for garbage and refuse the
same shall be used by the tenant to the exclusion of any other similar service
at the sole cost of the Tenant.
21
SCHEDULE 3
PART I
THE LANDLORD
PERFECT WIN PROPERTIES LIMITED whose registered office is situate at
49th Floor, Manulife Plaza, The Xxx Gardens, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxx, Xxxx
Xxxx
PART II
THE TENANT
ASIA SATELLITE TELECOMMUNICATIONS CO LTD whose registered office is
situate at 23rd Floor, East Exchange Tower, 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxx, Xxxx
Xxxx
PART III
THE PREMISES
All That the 17th Floor of the building known as The Xxx Gardens
(herein referred to as "the Building") erected on All that / those piece(s) or
parcel(s) of land registered as Section L of Inland Lot No. 457 and the
Remaining Portion of Inland Lot Xx. 000, Xxxxxxxx XX xx Xxxxxx Xxx Xx. 00 and
the Remaining Portion of Section L of Inland Lot No. 29, Section MM of Inland
Lot No. 29 which said premises is shown coloured red on the plan annexed hereto
for identification purpose only
PART IV
THE TERM
Three (3) years commencing from 1st March 2005 and expiring on 29th
February 2008 both days inclusive with an option to renew for a further term of
three years
22
SCHEDULE 4
PART I
THE RENT
The monthly rent for the Term shall be
per month exclusive of Operating Charges Rates and other outgoings.
PART II
THE OPERATING CHARGES
The monthly Operating Charges at the commencement of the Term shall be
per month which are for the costs charges and expenses relating to the
maintenance and management of the Building, including the provision of the
central air-conditioning supply but excluding any maintenance which is the
obligation of the Tenant under this Lease (hereinafter referred to as "the
Operating Charges").
The Operating Charges shall be subject to increase at any time during
the continuance of the Term upon the Landlord giving to the Tenant not less than
one (1) calendar month's notice in writing of such increase. Upon the expiration
of the said period of one month the Operating Charges shall be increased by the
amount specified in the Landlord's notice. There shall be no restriction on the
number of occasions upon which the Landlord may call for an increase in the
Operating Charges.
PART III
AIR-CONDITIONING SUPPLY HOURS
Mondays to Fridays 8:00 a.m. to 6:00 p.m.
Saturdays 8:00 a.m. to 1:30 p.m.
No central air-conditioning will be supplied on Sundays or Public Holidays
PART IV
THE DEPOSIT
The sum equivalent to three months' Rent, Operating Charges and Rates
which at the commencement of the Term shall be
. In the event of any increase of
the Rent and/or Operating Charges and/or Rates, the Landlord shall have the
right to require the Tenant to pay additional deposit to make up the Deposit to
equivalent to three months' of increased Rent and Operating Charges and Rates.
23
SCHEDULE 5
FITTING OUT PREMISES
Prior to and in the course of carrying out such fitting work the Tenant
shall comply with and ensure that his contractors, workmen, employees and agents
comply with the procedures and stipulations set out hereunder and the guidelines
for fit out works set by the Managing Agent subject to such variations (if any)
as the Landlord may approve in writing. It is hereby agreed that in decorating
or subsequent refurbishing or renovation of the Premises, the Tenant shall
observe and comply with the following procedures and stipulations, namely:
1. The Tenant shall at its own cost prepare and submit to the
Landlord for approval 3 sets of suitable drawings and specifications of the
works proposed to be carried out by the Tenant (hereinafter called "the Tenant's
Work") together with schematic sketches illustrating the design and layout
proposal of such proposed works colour scheme and sample material relating to
all interior decoration (hereinafter collectively called "the Tenant's Plans").
2. The Tenant's Plans shall, without limitation:
(1) Include detailed drawings, plans and specifications
of any changes in the air-conditioning electrical and fire services
installations and plumbing and drainage system;
(2) Include details of all lightining fixtures;
(3) Show the position of any heavy equipment, e.g. safe;
(4) Show any other relevant information the Landlord
may consider necessary;
(5) Comply with all relevant Ordinances, regulations and
by-laws from time to time issued by the Government and the Managing Agent.
3. The Landlord will consider Tenant's Plans and may in its
discretion accept or reject the Tenant's Plans or any part of them and subject
to such reasonable conditions as it thinks fit.
4. The Tenant shall have the sole responsibility for compliance
with all applicable statutes codes ordinances and other regulations ("the said
Requirements") for all work performed by or on behalf of the Tenant on the
Premises and the Landlord's or the Landlord's agent's or representative's
approval of plans specifications calculations or of the Tenant's Work shall not
constitute any implication representation or certification by the Landlord that
the Tenant's Work is in compliance with the said Requirements. In instances
where several sets of the said Requirements must be met, the standard set by the
Landlord's insurance underwriters' and/or the management of the building or the
strictest standard shall apply.
24
5. The Tenant shall not commence the Tenant's Work before
receiving notice from the Landlord that such work may be commenced.
6. Upon completion of the Tenant's Work, the Tenant shall notify
the Landlord in writing immediately.
7. The Tenant shall submit to the Landlord by hand or via
registered mail at least seven (7) days prior to the commencement of
construction, the proposed commencement date of construction and the estimated
date of completion of construction work, fitting out work, and date of projected
opening.
8. The Tenant shall be responsible for all costs and expenses
incurred by the Landlord in considering the Tenant's Plans and supervising the
Tenant's Work hereunder and shall pay the same to the Landlord upon demand.
9. (1) The Tenant shall be responsible for the removal of
garbage, refuse and construction and decoration debris and waste from the
Premises to such location as shall be specified by the Landlord from time to
time.
(2) In the event of non compliance of this provision and
upon due notice, the Landlord may remove such material at the cost of the Tenant
who shall forthwith reimburse all costs and expenses incurred by the Landlord.
10. In respect of the works concerning electrical installations or
alteration, air-conditioning units or service, equipment relating to fire
prevention or fire-fighting service and plumbing works the Tenant shall engage
only those contractors as shall be nominated by the Landlord. Any contracted
work shall be between the Tenant and the nominated contractor concerned. In no
circumstance will the Landlord by a party to such contract not be held liable in
any contract disputes between the parties. The Tenant shall be responsible for
and indemnify the Landlord against any claim for loss or injury to person or
property due to the act neglect default or omission of the Tenant or its
contractors.
25
SCHEDULE 6
SPECIAL CONDITION
1. The Premises will be handed over to the Tenant in a
"bare-shell" condition with the Landlord's standard provisions. In no
circumstances will the Landlord be held liable for the current safety and
statutory requirements / regulations of utility companies and / or government
departments of those fixtures and fittings including but not limited to all
electrical fixtures, appliances, wirings and cables taken over by the Tenant
from the previous tenant.
2. (a) If at the expiration of the Term there shall not be
any arrears of rent or other payments or any subsisting breach by the Tenant of
any of the terms or conditions of the Lease the Tenant shall have an option to
renew the Lease for a further term of three (3) years by giving to the Landlord
not less than twelve calendar months' notice in writing prior to the expiration
of the Term and the Landlord shall grant to the Tenant a lease for a further
term of three (3) years ("the Renewal Term") at open market rent to be
determined in accordance with the provisions herein contained subject in all
other respects to the same stipulations as are herein contained except the rent
free period and this Clause for renewal. The Tenant shall on the renewal of the
Lease pay to the Landlord an additional sum to make up the deposit to be
equivalent to three (3) months' rent, rates and operating charges payable during
the Renewal Term. If the Tenant shall fail to serve the notice to renew as
aforesaid the Tenant shall deliver up vacant possession of the Premises to the
Landlord in accordance with the provisions herein at the expiration of the Term.
(b) The aforesaid market rent shall be agreed by the
Landlord and the Tenant at least three (3) months before the new rent shall
become payable and failing agreement as aforesaid, the question shall be
referred to the decision of a single valuer to be appointed jointly by the
parties, failing agreement on the appointment of the valuer, the valuer shall be
appointed by the President for the time being of the Hong Kong Institute of
Surveyors. The valuer shall act as an expert but not an arbitrator whose
decision shall be final and binding. Prior to the decision of such valuer, the
Tenant shall continue to pay monthly, on account of the rent to be decided, the
same rent as payable on the expiration date of the term immediately preceding
the commencement of the Renewal Term and adjustment on the rent (if applicable)
shall be made upon the market rent having been determined as aforesaid. The
costs of the valuer shall be borne by the parties in equal shares.
(c) For the purpose of this Lease, prevailing market rent
shall mean the prevailing market rent for the Premises without making any
allowance to reflect or compensate the Tenant for the absence of any rent free
period or contribution to fitting out works or other allowance which might then
be the practice in open market lettings for a landlord to make. Such a
prevailing rent shall be that which would be payable after the expiry of such
rent free or concessionary rent period and after receipt of any such
contribution or other allowances as would be negotiated in the open market upon
a letting of the Premises as a whole by a willing Landlord to a willing tenant
in the open market at
26
the Review Period all of which shall be entirely disregarded in arriving at the
prevailing market rent.
3. Upon execution of the formal Lease, the Tenant shall be
granted the right to refurnish the male and female lavatories of 17th Floor
subject to the submission of the design layout and sample board approved by the
building manager and the Landlord. The Landlord shall have absolute discretion
to reject / disapprove if the design proposal of the decoration is not
appropriate to the Grade A office commercial standard. Providing that the Tenant
has maintained the fixtures / fittings / decorations of the lavatories in a
good, clean, tenantable conditions up to the satisfaction of the Landlord and
the Building Manager, the Landlord shall release the reinstatement liability of
the lavatories upon the expiry or sooner determination of the Lease as herein
created.
27
