EXHIBIT 10.20
DATED THIS ________ DAY OF __________ 199
Between
SINGAPORE TELECOMMUNICATIONS LIMITED
...Landlord
And
FOUR MEDIA COMPANY ASIA PTE LTD
...Tenant
............................................
LEASE
(OFFICE)
............................................
HELEN YEO & PARTNERS
ADVOCATES & SOLICITORS
11 COLLYER QUAY
#12-01 THE ARCADE
SINGAPORE 0104
FCL/ALSY/LP/94078915
CONTENTS
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CLAUSE HEADING PAGE
- ------ ------- ----
1. INTERPRETATION 1
2. THE DEMISE 2
3. TERM OF THE LEASE 2
4. RENT AND SERVICE CHARGE 2
4.1 Rent 2
4.2 Service Charge 3
4.3 Payment 3
5. DEPOSIT 3
6. MODE OF PAYMENT 4
7. PERMITTED USE OF THE PREMISES 4
8. TENANT'S COVENANTS 4
9. LANDLORD'S COVENANTS 4
10. LANDLORD NOT LIABLE 4
11. TERMINATION 5
11.1 Proviso for re-entry 5
11.2 Landlord's rights to rectify breach etc 6
12. DESTRUCTION 6
13. HOLDING OVER 6
14. OPTION TO RENEW 7
15. TRANSFER TO MANAGEMENT CORPORATION 8
16. MISCELLANEOUS 8
16.1 Notices 8
16.2 Landlord's consent 9
16.3 Costs and expenses 9
16.4 No waiver 9
16.5 Title 9
16.6 No Lodging of Caveat Registration or Subdivision 9
16.7 No representations 9
16.8 Severance 10
16.9 Governing law and submission to jurisdiction 10
ii.
CLAUSE HEADING PAGE
- ------ ------- ----
SCHEDULE 1
- RIGHTS GRANTED TO TENANT 11
SCHEDULE 2
- RIGHTS RESERVED BY THE LANDLORD 12
1. Easements 12
2. Power for Landlord to deal with adjoining 12
property and the Common Area
3. Access to and Main Doors of the Building 13
4. Name and Address of Building 13
5. Rules and Regulations 13
6. Operating Hours 13
7. Landlord's rights to interest for 13
late payments
8. Removal of property after expiry or earlier 13
determination of tenancy
9. Landlord's right to assign 14
SCHEDULE 3
- PART A
- TENANT'S COVENANTS 15
1. Rent and Service Charge 15
2. Utilities and Telecommunication Services 15
3. Property tax and goods and services tax 15
4. Insurance 16
5. Repair 16
6. Alterations 17
7. Notices 17
8. To permit the Landlord to inspect 18
9. To grant the Landlord right of access to 18
the Premises
10. Yield up in repair at the end of the Term 19
11. Loading And Electrical Installation 19
12. Rules and Regulations 19
13. Advertisements and signs 20
14. Compliance with statutes etc 20
15. Indemnity by Tenant 20
16. Assignment and subletting 20
17. Name of Tenant 21
iii.
CLAUSE HEADING PAGE
- ------ ------- ----
- PART B
- RULES AND REGULATIONS OF THE BUILDING 22
1. Obnoxious or inflammable substances 22
2. Illegal or immoral purpose 22
3. Sales, auction, exhibition or public 22
meeting and Music
4. Pest And Livestock 22
5. Incense 22
6. Residential Purpose And Cooking 22
7. Cleanliness 22
8. Infectious diseases 22
9. Annoyance or nuisance 22
10. Aerials, masts and antenna 22
11. Fire and Alarm systems 23
12. Loading And Electrical And Other 23
Installations
13. Avoidance of Landlord's insurance policies 23
14. Vendors 24
15. Building Exterior, Windows And Security 24
16. Obstruction 24
17. Use of convenience 24
18. Use of lifts 25
19. Carparks, Temporary parking and Loading
bays 25
20. Soliciting 25
21. Landlord's Housekeeping Rules 25
22. Fire Drills 25
SCHEDULE 4
- LANDLORD'S COVENANTS 26
1. Quiet enjoyment 26
2. Property tax 26
3. Management of the Building 26
ANNEXURE A
- PLAN OF THE PREMISES 27
ANNEXURE B
- LANDLORD'S HOUSEKEEPING RULES 28
THIS LEASE is made the day of 1996 Between:
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(1) SINGAPORE TELECOMMUNICATIONS LIMITED, a company incorporated in
Singapore and having its registered office at 31 Exeter Road, Comcentre,
Singapore 239732 (the "Landlord"); and
(2) FOUR MEDIA COMPANY ASIA PTE LTD, a company incorporated in Singapore and
having its registered office at 30 Choon Guan Street, Singapore 079809
(the "Tenant").
WHEREBY IT IS AGREED as follows:
1. INTERPRETATION
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1.1 In this Lease the following words and expressions shall, unless the
context otherwise requires, have the following meanings;
"Building" means the building situate at 30 Choon Guan Street and known
as City South Exchange.
"Common Area" means all parts of and all facilities and fixtures and
fittings in the Building used or intended for or capable of being used
or enjoyed in common by all the occupiers of the Building including,
without limitation, (i) all passageways, staircases, lifts and
escalators (if any); (ii) all refuse chutes, drains, sewers, pipes,
wires, cables, and ducts; and (iii) all driveways, carparks and open
spaces;
"Conducting Media" means drains, sewers, conduits, flues, gutters,
gullies, channels, ducts, shafts, watercourses, fire sprinklers, pipes,
cables, cable racks, wires and mains or any of them;
"Deposit" means the sum deposited by the Tenant with the Landlord
pursuant to Clause 5;
"Landlord" includes its successors, assigns and all persons entitled to
the reversion immediately expectant upon the determination of this
Lease;
"Lease" includes any instruments supplemental to this Lease and any
amendments or variations to this Lease agreed in writing between the
Landlord and Tenant;
"Management Corporation" means a management corporation of the Building
established under the Land Titles (Strata) Act, Chapter 158;
"month" means a calendar month;
"Operating Hours" means the hours between 8:00 a.m. and 5:00 p.m. on
weekdays and 8:00 a.m. and 1:00 p.m. on Saturdays (Sundays and gazetted
public holidays excluded) or such hours as the Landlord may prescribe
from time to time;
"Payment Date" means the date as defined in Clause 4.3;
"Permitted Use" means the use of the Premises as an office and no other
purpose;
"Premises" means the premises on the 6th floor of the Building
containing a floor area of 569 square feet, which, for identification
only, is delineated in red in the plan annexed in this Lease as Annexure
A;
"Rent" means the rent referred to in Clause 4.1;
"Rules and Regulations" means the rules and regulations of the Building
and any part thereof as prescribed by the Landlord, as set out in Part B
of Schedule 3 and
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which may be suspended, deleted, expanded or otherwise amended or
updated in any way from time to time;
"Services" means the services to be provided by the Landlord as defined
in paragraph 3 of Schedule 4;
"Tenant" includes, if the Tenant is an individual, his personal
representatives and permitted assigns, or if the Tenant is a company,
its successors in title and permitted assigns;
"Tenant's Occupiers" means the Tenant's servants, agents, independent
contractors, licensees, sub-tenants (if consented to by the Landlord),
invitees, customers and any person claiming rights to use, enjoy, visit
or be at the Premises expressly or by implication with the Tenant's
consent or authority;
"Term" means the term granted by this Lease pursuant to Clause 3; and
"year" means a calendar year.
1.2 In any case where the Tenant is placed under a restriction by reason of
the covenants and conditions contained in this Lease, the restriction
shall be deemed to include the obligation on the Tenant not to permit or
allow the infringement of the restriction by any of the Tenant's
Occupiers.
1.3 Where the context so admits, words in this Lease importing the singular
meaning shall include the plural meaning and vice versa, words for the
masculine gender shall include the feminine and neuter gender and vice
versa and words denoting natural persons shall include corporation and
firms and all such words shall be construed interchangeably in that
manner.
1.4 References in this Lease to any statutes or statutory instruments shall
include and refer to any statutes or statutory instruments amending,
consolidating or replacing them respectively from time to time and for
the time being in force.
2. THE DEMISE
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In consideration of the Rent and Service Charge and the covenants
reserved by and contained in this Lease, the Landlord HEREBY DEMISES to
the Tenant ALL the Premises TOGETHER WITH the rights set out in Schedule
1 but EXCEPTING AND RESERVING to the Landlord the rights as stated in
Schedule 2, TO HOLD the Premises unto the Tenant for the Term, YIELDING
AND PAYING to the Landlord during the Term, the Rent and Service Charge
in accordance with Clause 4.
3. TERM OF THE LEASE
-----------------
The Term of the Lease is two (2) years commencing from the 15th day of
December 1994 and expiring on the 14th day of December 1996.
4. RENT AND SERVICE CHARGE
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4.1 Rent
----
The Rent shall be calculated at the monthly rate of $3.30 per square
foot of the floor area of the Premises. The monthly Rent is Dollars One
Thousand Eight Hundred and Seventy seven and cents eighty only
($1,877.80).
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4.2 Service Charge
--------------
4.2.1 The Service Charge shall be calculated at the monthly rate of $0.80 per
square foot of the floor area of the Premises. The monthly Service
Charge is Dollars Four Hundred and Fifty five and cents twenty only
($455.20). Payment of such service charge is for estimated outgoings
costs and expenses incurred or chargeable for the provision of,
including but without limitation to, air-conditioning to the Premises,
security guards and/or security system, cleaning of Common Area and
lifts and the maintenance thereof.
4.2.2 In the event of any increase in the costs expenses and outgoings of the
Landlord for providing the Services, the Landlord shall be entitled to
increase the Service Charge by an amount equal to so much of the extra
costs, expenses and outgoings as is attributable to the Premises. Any
increase in the Service Charge shall be payable from the date specified
in the Landlord's notice. In the event that the Tenant disagrees with
such increase by written notice to the Landlord, the audited account
from the Landlord's appointed auditor (the cost and expense of the
auditor shall be borns by the Tenant) shall be final, conclusive and
binding on the Tenant, both as to the Tenant's liability for such
increase and the amount thereof.
4.2.3 For the avoidance of doubt, upon termination of this Lease for any
reason whatsoever, the Tenant shall have no claim for any refund of the
Service Charge paid by it.
4.3 Payment
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The Rent and Service Charge shall be payable in advance on the first day
of each month (each a "Payment Date"), without any deduction or
withholding whatsoever. On or before the date of commencement of the
Term, the Tenant shall pay to the Landlord the pro-rated Rent and
Service Charge calculated from the date of commencement of the Term up
to and including the day immediately preceding the next Payment Date,
and thereafter the Rent and Service Charge shall be paid on each
succeeding Payment Date.
5. DEPOSIT
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5.1 The Tenant shall, on or before the execution of this Lease, deposit with
the Landlord a sum equivalent to three (3) months Rent and Service
Charge by cash.
The Deposit shall be maintained throughout the Term at an amount
equivalent to the prevailing amount of three (3) months' Rent and
Service Charge. The Tenant shall, within fourteen (14) days of demand
by the Landlord, pay such sum to the Landlord as may be necessary to
ensure that the Deposit is maintained at such equivalent amount.
5.2 The Deposit shall be held by the Landlord as security for the due
performance and observance by the Tenant of all the covenants and
provisions contained in this Lease and as security for any claim by the
Landlord at any time against the Tenant in relation to any matter in
connection with the Premises whether the Lease is subsisting or not, and
if the Tenant shall commit a breach of any of the provisions of this
Lease, the Landlord shall be entitled but not obliged to apply the
Deposit or any part thereof in or towards payment of moneys outstanding
or making good any breach by the Tenant or to deduct from the Deposit
such amount as would reasonably compensate the Landlord for the loss or
expense to the Landlord occasioned by such breach but without prejudice
to any other right or remedy which the Landlord may be entitled to. No
part of the Deposit shall be set off by the Tenant against any Rent,
Service Charge or other sums owing to the Landlord.
-4-
5.3 Subject to any proper deductions to be made by the Landlord pursuant to
the provisions of this Lease, the Deposit shall be repaid to the Tenant
without interest within one (1) month from the expiration or sooned
termination of the Term.
6. MODE OF PAYMENT
---------------
The Tenant shall pay the Rent, Service Charge and all other sums payable
to the Landlord under this Lease, including the Deposit, in such manner
as may be notified in writing by the Landlord from time to time.
7. PERMITTED USE OF THE PREMISES
-----------------------------
The Tenant will use the Premises solely for the Permitted Use. The
Tenant shall obtain and comply with all applicable licenses, permits and
approvals to enable the Tenant to carry on its business in the Premises
in accordance with the Permitted Use.
8. TENANT'S COVENANTS
------------------
The Tenant hereby covenants with the Landlord that it will perform and
observe:
(a) the Tenant's obligations and undertakings as set out in Part A of
Schedule 3; and
(b) the Rules and Regulations.
9. LANDLORD'S COVENANTS
--------------------
The Landlord hereby covenants with the Tenant that it will perform and
observe the Landlord's obligations and undertakings as set out in
Schedule 4.
10. LANDLORD NOT LIABLE
-------------------
Notwithstanding anything herein contained the Landlord shall not be
liable to the Tenant or to any of the Tenant's Occupiers for, nor shall
the Tenant have any claim against the Landlord, in respect of:
(a) any damage, injury or loss or any consequential loss (including loss
of business, loss of profit, product liability, indirect and special
damage) arising from or resulting from any interruption in or
failure of any of the Services by reason of repair or maintenance
work or damage or destruction or mechanical or other defect or
breakdown or short circuit of electrical wiring, explosion, falling
plaster, escape of water, or the leakage or defect of the Conducting
Media in, or the structure of, the Premises, the Building or any
part thereof or by reason of any circumstances beyond the Landlord's
control (including but not limited to fire, flood, act of God, riot,
civil commotion, curfew, emergency, labour disputes or shortage of
manpower, fuel, materials, electricity or water);
(b) any damage, injury or loss or any consequential loss (including loss
of business, loss of profit, product liability, indirect and special
damage) arising from or resulting from short circuit of electrical
wiring, explosion, falling plaster, escape of water, or the leakage
or defect of the Conducting Media in, or the structure of, the
Premises, the Building or any part thereof;
(c) any loss of life, injury or damage to or loss of any property or any
consequential loss (including loss of business, loss of profit,
product liability, indirect and special damage) arising from or due
to any accident or circumstances
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whatsoever occurring at the Premises, the Building or any part
thereof;
(d) any act, omission, default, misconduct or negligence of any porter,
attendant or other servant or employee or agent of the Landlord in
or about the performance or purported performance of any duty
relating to the provision of Services or any of them or any other
duties whatsoever to the performed under this Lease;
(e) any damage, injury or loss or any consequential loss arising from or
caused by other tenants or any independent contractor or any
persons, or from any occurrence at any other premises, within the
Premises, the Building or any part thereof;
(f) any diminution or obstruction of light, air or view by any building
or structures that may be erected within or adjacent to the Building
or any part thereof; and
(g) any damage, injury or loss or any consequential loss arising from or
by reason of lack of security or safekeeping of the Premises,
Building or any part thereof or any contents therein.
11. TERMINATION
------------
11.1 Proviso for re-entry: If and whenever during the Term:
--------------------
(a) all or any part of the Rent or Service Charge shall be unpaid for
fourteen (14) days after becoming due (whether or not any formal
demand has been made); or
(b) the Tenant shall at any time fail or neglect to perform or observe
any of its obligations, covenants or undertakings in this Lease
other than a failure under Sub-Clause (a) above, and such default
if capable of being remedied is not remedied to the reasonable
satisfaction of the Landlord within fourteen (14) days after the
Landlord has given notice thereof to the Tenant; or
(c) the Tenant becomes insolvent, or (in the Landlord's reasonable
opinion) is unable to pay its debts, or stops or suspends, or
threatens to stop or suspend, payment of all or a material part of
its debts, or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of its creditors
or a moratorium is agreed or declared in respect of or affecting
all or a material part of its indebtedness; or any step or petition
is taken by any person including the Tenant or its members for the
winding up or dissolution or bankruptcy of the Tenant or for the
Tenant to be placed under the judicial management of a judicial
manager; or a receiver and/or manager is appointed in respect of
any properties or assets of the Tenant or distress or execution is
levied or enforced upon or sued against any part of the properties
or assets of the Tenant, or if events or circumstances analogous to
any of the foregoing events occurs in relation to the Tenant under
the laws of any jurisdiction;
then the Landlord or any person authorised by the Landlord may at any
time thereafter re-enter upon the Premises or any part thereof in the
name of the whole, whereupon this Lease shall forthwith absolutely cease
and determine, but without prejudice to the right of action, and any
other right and remedy, of the Landlord in respect of any antecedent
breach by the Tenant of this Lease (including the breach giving rise to
the re-entry).
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11.2 Landlord's rights to rectify breach etc
---------------------------------------
11.2.1 The Landlord may, in the event of any default described in Clause
11.1 (b) above, at its absolute discretion and option either in addition
to or in lieu of termination under Clauses 11.1 above, be entitled but
shall not at any time or in any way be obliged to do the following:
(a) to perform the said obligation, covenant or undertaking on behalf
of the Tenant and/or to engage architects, contractors, workmen
and/or agents and/or enter and remain at the whole or any of the
part of the Premises, with or without such architects, contractors,
workmen and agents for such purpose; and
(b) to demand payment of all reasonable costs and expenses paid or
incurred by the Landlord resulting from the Tenant's default
and/or pursuant to Sub-Clause (a) above and any sum so demanded
shall be payable by the Tenant to the Landlord within fourteen
(14) days of the demand. A certificate from the Landlord as to
the amount of cost and expenses incurred shall in the absence of
manifest error be final, conclusive and binding on the Tenant.
11.2.2 Anything done by the Landlord pursuant to the provisions of this Clause
shall be without prejudice to any other right remedy and power of the
Landlord in this Lease and shall not constitute a waiver of release of
the Tenant from its obligations, covenants and undertakings.
12. DESTRUCTION
-----------
12.1 Subject to Clause 12.2, if the Premises or any part thereof shall at
any time be damaged or destroyed so as to render the Premises unfit for
occupation and use (except where such damage or destruction has been
caused by, or payment of any insurance policy monies withheld in whole
or in part in consequence of any act, omission, negligence or default
of the Tenant or the Tenant's Occupiers) the Rent and Service Charge
reserved by this Lease or a fair and just proportion thereof according
to the nature and extent of the damage sustained shall be suspended
until the Premises shall again be rendered fit for occupation and use.
Any dispute concerning this clause shall be determined by a single
arbitrator in accordance with the Arbitration Act (Cap. 10).
12.2 Notwithstanding the provisions of Clause 12.1:
(a) after the occurrence of such damage or destruction the Landlord
may at any time and at its absolute discretion terminate this
Lease by serving one (1) month's written notice on the Tenant; or
(b) if the Premises shall continue to be unfit for occupation for a
period of more than one hundred and twenty (120) days, either the
Landlord or the Tenant shall be at liberty by giving one (1)
month's written notice to the other to terminate this Lease, and
upon a notice under either Sub-Clause (a) or (b) above being
given, this Lease shall terminate and the Tenant shall (if still
in occupation) vacate the Premises upon the expiry of such notice
without compensation from the Landlord, but without prejudice
however to any right or remedy that either party may have against
the other for any antecedent breach of this Lease.
13. HOLDING OVER
------------
If, without any express written agreement between the Landlord and the
Tenant, the Tenant fails to deliver vacant possession of, or continues
to occupy, the Premises after the expiration or earlier determination
of the Term, the Tenant shall be deemed to be holding over and, without
prejudice to any right or remedy of the
-7-
Landlord, shall pay to the Landlord for every day of such holding over
double the amount of Rent or the prevailing market rent (whichever is
higher) and double the amount of the Service Charge and there shall be
no renewal of this Lease by operation of law or pursuant to the
provisions of this Lease. During the period of any such holding over all
provisions of this Lease shall be and remain in effect. The provisions
herein shall not be construed as the Landlord's consent for the Tenant
to hold over after the expiration or earlier determination of the Term.
14. OPTION TO RENEW
---------------
The Tenant shall be entitled to two (2) options to renew the lease
hereunder on and subject to the terms and conditions below:-
(a) Each renewal period shall be called a Renewed Term. The first
option to renew will be for a Renewed Term of three (3) years
("First Renewed Term") commencing on the day after the expiry of
the Term, and the second option to renew will be for a Renewed Term
of two (2) years less one day ("Second Renewed Term") commencing on
the second day after the expiry of the First Renewed Term.
(b) The Tenant shall have given written notice ("Tenant's Renewal
Notice") to the Landlord of its intention to exercise its option
to renew. The Tenant's Renewal Notice shall be given, in the case
of the first option to renew, not later than three (3) months prior
to the expiration of the Term and, in the case of the second option
to renew, not later than three (3) months prior to the expiration
of the First Renewed Term.
(c) The revised Rent payable during the First Renewed Term shall be
calculated by the formula of
URA downtown core office rental
index for fourth quarter 1996
$3.30 per sq ft X ---------------------------------------
URA downtown core office rental
Index for fourth quarter 1994
and the revised Rent payable during the Second Renewed Term shall
be calculated based on the formula of
URA downtown core office rental
index for fourth quarter 1999
$3.30 per sq ft X ---------------------------------------
URA downtown core office rental
index for fourth quarter 1994
provided that if, within fourteen (14) days of receipt of the
Landlord's final offer of the revised Rent, the Tenant shall not
have confirmed in writting its acceptance of the Landlord's offer,
the option hereby granted shall be deemed to have lapsed and of no
effect.
(d) In the event that the particular category of URA office rental
index or by whatevername referred or called, is no longer in
production or publication by URA, then its equivalent core or
category will be used. In the further event, that this latter
core or category is no longer in production or publication, then
the equivalent office rental index from M/s Richard Ellis (Pte)
Ltd will be applicable, failing which the equivalent office rent
index from M/s Knight Frank Cheong Hock Chye Bailliue shall be
applicable.
-8-
(e) At the time of service of the Tenant's Renewal Notice and also at
the time of expiry of the Term or the First Renewed Term (as the
case may be) there shall not be any existing breach or
non-observance of any covenants and conditions on the part of the
Tenant to be observed or performed under the lease then in force in
respect to the Premises.
(f) Each renewal shall be in respect of the whole of the Premises and
not part or parts thereof unless otherwise agreed by the Landlord
in writing.
(g) The new lease agreement for each Renewed Term shall be prepared by
the Landlord at the Tenant's expense and shall contain similar
covenants and provisions as herein contained and shall take into
account the following:
(i) the revised Rent and revised Service Charge as agreed in
accordance with the foregoing provisions; and
(ii) in the case of the lease for the First Renewed Term, there
shall be provision for only one option to renew and, in the
case of the lease for the Second Renewed Term, there shall be
no provision for any further renewal of the lease.
(h) The Tenant shall execute and return to the Landlord or the
Landlord's solicitors the engrossed new lease agreement (in
duplicate) for that Renewed Term together with any additional
Deposit, stamp fee and any other fees and expenses payable under
the new lease agreement not later than two (2) weeks after receipt
of the same from the Landlord's solicitors.
(i) The option or options, as the case may be, granted under this
Clause shall lapse and be of no effect in the event of the Tenant's
failure to comply with this Clause and the Landlord shall be free
of all obligations whatsoever to grant to the Tenant any further
term.
15. TRANSFER TO MANAGEMENT CORPORATION
----------------------------------
In the event that the Building is subdivided and a Management
Corporation is appointed pursuant thereto, then after the transfer of
the management and operation of the Building to the Management
Corporation, the (i) provision of the Services shall cease to be the
obligation of the Landlord and (ii) the Management Corporation shall be
entitled to exercise and enforce the rights and powers of the Landlord,
and to enjoy the benefit of the obligations, covenants and undertakings
to be performed and observed by the Tenant, under this Lease which in
any way relate to the Building and/or the management and operation of
the same. All references to the Landlord shall refer to the Landlord
and/or the Management Corporation, as the context may require.
18. MISCELLANEOUS
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16.1 Notices: All communications required to be made under this lease shall
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be made in writing and shall be sent to the receiving party at the
facsimile number or address and marked for the attention of the person
(if any), from time to time designated by that party to the other party
for the purpose of this Lease. The initial facsimile number, address
and person (if any) so designated by each party are:
LANDLORD TENANT
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Facsimile No: 447 4552 Facsimile No: 220 5197
Attention: Ms Tok Hwee Eng Attention: Mr Dennis Ang Bak Hwee
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Any party may change its facsimile number and/or address and/or person
designated for the purposes hereof by written notice to the other. Any
communication from one party to the other party shall be deemed to be
received:
(a) if delivered by hand, on the date of receipt;
(b) if sent by facsimile, at the time of confirmation of transmission,
such communication to be followed by post to the address
designated; and
(c) if sent in Singapore to an address in Singapore by prepaid
registered mail, on the date two (2) days after posting;
whichever shall first occur and regardless whether such notice is
returned undelivered.
16.2 Landlord's consent: In any case where the Landlord's consent or
------------------
approval is required, such consent or approval shall be obtained in
writing before the act or event to which it applies is carried out or
occurs. Such consent or approval may be withheld or given at the
Landlord's absolute discretion or given subject to such terms and
conditions as the Landlord acting reasonably deems fit.
16.3 Costs and expenses: The Tenant agrees to pay the Landlord on a full
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indemnity basis:
(a) all the Landlord's legal costs and fees, the stamp duty and all
reasonable disbursements incurred in connection with the
preparation and completion of this Lease (in duplicate);
(b) all the Landlord's reasonable costs and expenses (including the
reasonable costs of the Landlord's solicitors, architect, engineer
or surveyor where applicable) incurred in preserving or enforcing
any of the Landlord's rights under this Lease and incurred in
connection with every application made by the Tenant for any
consent or approval required under this Lease whether or not such
consent or approval shall be granted or given.
16.4 No waiver: Knowledge or acquiescence by the Landlord of any breach by
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the Tenant shall not operate or be deemed to operate as a waiver of any
of the Landlord's rights in respect of such breach. Any consent or
waiver of the Landlord shall be effective only if given in writing and
shall not be construed as a consent to or waiver of any other breach of
the same or any other covenant, condition or obligation and shall not
prejudice in any way the rights, powers and remedies of the Landlord.
16.5 Title: The Landlord shall not be required to deduce its title to the
-----
Premises nor to reply to any requisitions on the title.
16.6 No lodging of caveat, registration or subdivision: The Tenant shall
-------------------------------------------------
not, at any time before, during or after the Term, register this Lease
nor lodge a caveat in respect of this Lease (or in respect of any option
to renew pursuant to this Lease) at the Registry of Land Titles and
Deeds, Singapore, nor shall the Tenant be entitled to require the
Landlord to subdivide the Building or any part thereof or to do any act
or thing which could result in the Landlord being required to subdivide
the Building or any part thereof.
16.7 No representations: The Landlord shall not be bound by any statements,
------------------
representations or promises with respect to the Building, or in respect
of the Premises, except as expressly set forth in this Lease. The
agreement between the Landlord and the Tenant is set forth herein and
shall in no way be modified by any
-10-
statements, representations or promises made prior to the signing of
this Lease. The Landlord does not expressly or impliedly warrant that
the Premises are or will remain suitable or adequate for all or any of
the purposes of the Tenant and all warranties (if any) as to suitability
and adequacy of the Premises implied by law are hereby expressly
negatived.
16.8 Severance: The illegality, invalidity or unenforceability of any
---------
provision of this Lease under the law of any jurisdiction shall not
affect its legality validity or enforceability under the law of any
other jurisdiction not the legality, validity of enforceability of any
other provision.
16.9 Governing law and submission to jurisdiction: This Lease shall be
--------------------------------------------
construed and governed by the laws of Singapore and the Tenant hereby
irrevocably submit to the exclusive jurisdiction of the courts of
Singapore with the Landlord reserving to itself the right to proceed
under this Lease in the courts of any other country claiming or having
jurisdiction in respect thereof. The service of any writ of summons or
any legal process or arbitration notice in respect of any legal or
arbitration or other action or proceedings under or in connection with
this Lease may be affected on the Tenant by serving a copy of the writ
of summons and statements of claim or other originating or legal process
on the Tenant's registered address, (or such other agent and address in
Singapore as may be notified in writing by the Tenant to the Landlord).
The Tenant hereby agrees that such service shall be deemed good and
valid service and to have been served personally on the Tenant in
accordance with the requirements of law.
-11-
SCHEDULE 1
----------
RIGHTS GRANTED TO TENANT
------------------------
TOGETHER WITH (but to the exclusion of all other liberties, easements, rights or
advantages) the rights during Operating Hours for the Tenant and others duly
authorised by the Tenants:
1. of ingress to and egress from the Premises in over and along all the
usual entrances, landings, lifts, lobbies and corridors leading thereto
and otherwise to use the Common Area for all proper purposes in
connection with the use and enjoyment of the Premises;
2. to use such toilet facilities in the Building as shall be designated
from time to time in writing by the Landlord; and
3. to enjoy the benefit of the air-conditioning systems installed in the
Building (subject to the obligation of the Tenant to connect the same to
the air-conditioning distributing ducts installed or to be installed by
the Tenant in the Premises),
in common with the Landlord and all others so authorised by the Landlord or
other occupiers of the Building and all other persons entitled thereto, and all
such rights being only so far as is necessary for the use and enjoyment of the
Premises for the Permitted Use and as the Landlord can lawfully grant.
-12-
SCHEDULE 2
----------
RIGHTS RESERVED BY THE LANDLORD
-------------------------------
1. Easements
---------
The Landlord excepts and reserves unto itself the following:
(a) the right to the free and uninterrupted passage and running of
water, gas, sewage, electricity, air-conditioning services,
telephone and other services or supplies from and to other parts of
the Building in and through the Conducting Media and ancillary
apparatus which now are or may at any time during the Term be in,
on, under or over the Premises;
(b) the right to erect scaffolding and/or protective barricades for any
purpose with or related to the Building or to do any act or thing
necessary for the safety and preservation of the Premises or the
Building or any part thereof notwithstanding that the exercise of
such rights may temporarily restrict the access to or use and
enjoyment of the Premises;
(c) the rights to light, air, support, protection, shelter and all
other easements and rights now or after the date of this Lease
belonging to or enjoyed by other parts of the Building;
(d) the rights of ingress to and egress from the Premises which the
Tenant is obliged to grant the Landlord, or for the Landlord to
exercise any of the Landlord's rights, under this Lease;
(e) the rights of ingress to and egress from the Premises, with or
without tools and equipment, for the access to the cable racks in
the Premises to effect or carry out any maintenance, repairs,
alterations or additions or installation or other works which the
Landlord may consider necessary or desirable; and
(f) the right to shutdown with a minimum notice of seven (7) days to be
given by the Landlord to the Tenant, except in the event of
emergency, all or any of the mechanical and/or electrical plants in
the Building for the purposes of upgrading, maintenance, repair,
alterations or additions or other works which the Landlord may
consider necessary or desirable.
2. Power for Landlord to deal with adjoining property, Common Area and
------------------------------------------------------------------
Building
--------
2.1 The Landlord shall have the right at any time and from time to time, at
its absolute discretion, and without the same constituting an actual or
constructive eviction of Tenant, and without incurring any liability
whatsoever to the Tenant therefor:
(a) to improve, renovate or alter in any way whatsoever and prescribe,
control and change the use, construction, size, configuration of or
access to or any other aspect of any part or parts of the Building
and Common Area (other than the Premises); and
(b) to deal as it may think fit with other property belonging to the
Landlord adjoining or nearby, and to alter or erect new structures
within or adjoining the Building, in such manner as the Landlord
shall think fit, whether or not such buildings shall affect or
diminish the light or air which may now or at any time be enjoyed
by the Tenant in respect of the Building,
provided that reasonable means of access to and egress from the Premises
are afforded without prejudice however to the rights of the Landlord
under any other
-13-
provision of this Lease.
2.2 Nothing contained in this Lease shall confer on the Tenant any right to
enforce any covenant or agreement relating to any part of the Common
Area and any other premises or any other parts of the Building leased or
licensed by the Landlord to others or limit or affect the right of the
Landlord to deal with the same, and impose and vary any terms and
conditions in respect thereof, in any manner as the Landlord may think
fit.
3. Access to and Main Doors of the Building
----------------------------------------
3.1 The Landlord may its absolute discretion designate, and shall have full
control over, any other means of access to the Building (in addition to
the main doors).
3.2 The Landlord may in the case of any emergency, or if required by any
competent authority, or other circumstances rendering such action
advisable in the Landlord's opinion, prevent access to the whole or part
of the Building for so long and in such manner as the Landlord deems
necessary.
3.3 Notwithstanding anything herein contained, the Landlord shall have the
right at all times to refuse access to the Building or part thereof or
otherwise control such access in respect of any person whose presence
might in the reasonable opinion of the Landlord be prejudicial to the
safety, character, reputation and interests of the Building or part
thereof or its tenants and occupiers thereof and their respective
employees, agents and invitees.
4. Name and Address of Building: The Landlord shall have the right at all
----------------------------
times without obtaining any consent from the Tenant, to change the name
or number by which the Building or any part thereof (including but not
limited to the Premises) is known.
5. Rules and Regulations: The Landlord and/or its managing agent as the
---------------------
case may be, shall have the absolute right at any time and from time to
time to suspend, or amend in any way the Rules and Regulations.
6. Operating Hours: The Landlord may at any time and from time to time
---------------
prescribe or change the Operating Hours if the Landlord in its
discretion considers such change to be in the best interests of the
Building.
7. Landlord's right to interest for late payments: Without prejudice to
----------------------------------------------
the other provisions of this Lease, if any sum payable by the Tenant to
the Landlord under the provisions of this Lease is not paid within
fourteen (14) days after its due date or after demand (if so payable),
the Tenant shall pay to the Landlord interest on such overdue sum (as
well after as before any judgment) at the rate of twelve per cent (12%)
per annum calculated on the basis of actual days elapsed and a 360-day
year, from the date on which such sum falls due for payment to the date
when sum is received in cash by the Landlord or where payment is made by
cheque, to the date when the cheque is cleared, and until such payment,
such interest shall be recoverable by the Landlord as if it were rent
payable hereunder.
8. Removal of property after expiry or earlier determination of tenancy
--------------------------------------------------------------------
8.1 If, after the expiry or earlier determination of this Lease, any
property of the Tenant shall remain at the Premises and the Tenant shall
fail to remove the same within fourteen (14) days after the Landlord
serves a notice on the Tenant to do so then the Landlord may, as the
agent of the Tenant, dispose of, as the Landlord thinks fit, or sell
such property. If the Landlord is unable to lease, or otherwise deal
with, the Premises for any period of time due to the Tenant's failure
to remove its property,
-14-
the Tenant shall be deemed to be holding over during such period and the
additional Rent and Service Charge for such period of holding over
pursuant to Clause 13 shall be paid by the Tenant within fourteen (14)
days of demand by the Landlord. The Landlord shall apply the proceeds of
sale of the Tenant's property, if any, after deducting the costs and
expenses of removal, storage and sale reasonabily and property incurred
by the Landlord, towards discharging any sum due from the Tenant to the
Landlord under the provisions of this Lease, including the amount
payable pursuant to Clause 13, and shall pay the balance thereof, if
any, to the order of the Tenant.
8.2 The Tenant shall indemnify the Landlord against any and all liability
incurred by the Landlord to any third party whose property shall have
been sold by the Landlord in the bona fide belief (which shall be
presumed unless the contrary be proved) that such property belonged to
the Tenant and was liable to be dealt with as such pursuant to this
Clause.
9. Landlord's right to assign
--------------------------
9.1 The Landlord shall be entitled to assign all its rights and interest in,
under or arising out of this Lease.
9.2 Where the Landlord assigns its rights and interest in, under or arising
out of this Lease (including the transfer of the Deposit), the Tenant
shall be deemed to have consented to such assignment and shall accept
any assignee of the Landlord as its new landlord and shall release the
Landlord from all its obligations under the provisions of this Lease and
in particular the obligation of the Landlord to refund the Deposit and
any other sums pursuant to the terms of this Lease. Where required by
the Landlord, the Tenant shall enter into and execute as a party thereto
any agreement or deed entered into or to be entered into by the Landlord
and its assignee, such agreement or deed to be prepared by and at the
expense of the assignee, provided that no such agreement or deed shall
increase the Tenant's obligations hereunder or deprive the Tenant of any
rights hereunder.
-15-
SCHEDULE 3
----------
PART A
------
TENANT'S COVENANTS
------------------
The Tenant covenants with the Landlord as follows:
1. Rent and Service Charge: The Tenant shall pay the Rent and the Service
-----------------------
Charge at the times and in the manner specified in Clause 4.
2. Utilities and Telecommunication Services
----------------------------------------
2.1 The Tenant shall arrange for its licensed electrical contractors to
apply to the Public Utilities Board ("PUB") and/or appropriate authority
for the installation and testing of the PUB sub-meter and shall apply
directly to the Singapore Telecommunications Ltd ("ST") or other
appropriate authority for the installation of any telex, telephone and
other telecommunications facilities. The Tenant shall pay all charges
including any taxes now or in the future imposed in respect of the
installation and supply of any equipment or appliance or telephone lines
and services and water, gas, electricity and any other services supplied
and metered separately to the Premises which shall be consumed or
supplied on or to the Premises, to PUB, ST or other appropriate
authority.
2.2 In the event that the PUB and/or other appropriate authority
disapproves the installation of a PUB sub-meter, the Tenant shall at its
own cost install a private meter which will be read by the Landlord for
the supply of utilities consumed by the Tenant and the Tenant shall pay
to the Landlord the actual cost of the supply thereof.
2.3 In the event of such water, gas, electricity and other services not
being supplied and metered separately to the Premises, the Tenant shall
pay to the Landlord a proportionate part of the cost of the supply
thereof, such proportionate part to be calculated by the Landlord and
notified to the Tenant by a statement from the Landlord in writing, such
statement to be final, conclusive and binding on the Tenant as to the
amount thereof.
3. Property tax and goods and services tax
---------------------------------------
3.1 Property tax imposed or levied by the relevant government authority on
the Premises, or on the Building (or any part thereof) and as may be
apportioned by the Landlord or attributable to the Premises, in respect
of the duration covered by the Term shall be paid as follows:
(a) the Landlord shall pay property tax levied on or attributable to
the Premises but such payment by the Landlord in respect of the
Premises shall not exceed property tax calculated (i) on the basis
of the annual Rent payable under this Lease and (ii) the property
tax rate applicable on the first assessment of property tax;
(b) in the event that any additional property tax is payable on account
of (i) any increase in the annual value for the Premises which is
in excees of the annual value calculated as aforesaid by reference
to the annual Rent; and/or (ii) an increase in the property tax
rate above the rate applicable on first assessment, such additional
property tax shall be borne and paid by the Tenant to the Landlord
on demand.
-16-
3.2 Objection to any assessment of annual value or imposition of property
tax on the Premises in respect of the duration covered by the Term may
be made only by the Landlord in its sole discretion.
3.3 The Tenant shall also pay and indemnify the Landlord against goods and
services tax ("GST") or any tax of a similar nature that may be
substituted for or in addition to it and chargeable in respect of Rent,
Service Charge, Deposit and all sums paid or payable by the Tenant in
connection with this Lease. The Tenant shall, unless the Landlord
otherwise consents in writing, effect payment of GST together with
payment of Rent, Service Charge, Deposit and sums paid or payable by
the Tenant in accordance with this Lease or otherwise in such manner and
within such period to comply with or to enable the Landlord to comply
with any applicable laws or directives, and shall indemnify the Landlord
against any penalties, costs and expenses incurred by the Landlord as a
result of any breach by the Tenant of this provision.
3.4 The obligations of the Tenant under the provisions of this paragraph 3
shall continue to apply notwithstanding the expiry or earlier
determination of the Term and regardless of whether any of the aforesaid
taxes shall be assessed and/or payable to the relevant government
authority before, during or after the Term.
4. Insurance
---------
4.1 The Tenant shall, at its own cost and expense, at all times during the
Term take out and keep in force in the joint names of the Landlord and
the Tenant for their respective rights and interest (i) a comprehensive
public liability insurance policy in an amount not less than Singapore
Dollars Five Million Only (S$5,000,000.00), or in such higher amounts as
the Landlord may from time to time reasonably prescribe, in respect of
any one occurrance; (ii) insuramce against all risks and damage to all
plate glass, fixtures, fittings, and installation at the Premises and
all parts thereof which the Tenant is obliged under this Lease to keep
in repair for such amount as the Landlord may approve, such approval not
to be unreasonably withheld or delayed; and (iii) such other insurance
for such risks and for such amounts as the Landlord may reasonably
require.
4.2 All policies of insurace required to be affected by the Tenant shall be
taken out with an insurance company approved by the Landlord and copies
of such policies of insurance shall be produced and lodged with the
Landlord such approval not to be unreasonably withheld or delayed by the
Tenant without demand within thirty (30) days of the commencement of the
Term and thirty (30) days of the renewal of such policies. On written
demand at any time by the Landlord, the Tenant shall produce forthwith
to the Landlord any policy of insurance which the Tenant is required to
effect hereunder and the receipt for the last premium payable in respect
of such policy.
4.3 The Tenant shall not do anything whereby any policy of insurance on or
including the Premises taken out by the Landlord may become void or
voidable or whereby the rate of premium thereon may be increased.
5. Repair: At all times the Tenant shall repair and keep the Premises and
------
the Landlord's fixtures, fittings and installation (including but not
limited to all flooring, plaster and other surface material on the walls
and ceilings and the painting and varnishing of the windows and any
glass and the Conducting Media within and serving the Premises) in good
and tenantable repair and condition, fair wear and tear excepted, and to
make good, repair, replace and reinstate any damage or breakage however
caused of occurring in any part of the Premises and to the Landlord's
fixtures, fittings and installations.
-17-
6. Alterations
-----------
6.1 The Tenant shall not affect any works, extensions, alterations or
additions whatsoever to or affecting the interior or the exterior of the
Premises without the prior written consent of the Landlord, such
approval not to be unreasonably withheld or delayed. For the purpose of
seeking the Landlord's consent hereunder, the Tenant shall submit to the
Landlord all plans, specifications and details of proposed materials to
be used for any proposed alterations and additions ("Proposed Plans").
6.2 The Landlord shall be entitled to engage its architect, engineer or
other consultant(s) for the purpose of considering the Proposed Plans
and for the purpose of supervising all works carried out by the Tenant,
the fees and expenses of such architect, engineer and consultant(s)
reasonably incurred in connection therewith shall be borne by the Tenant
and forthwith paid by the Tenant to the Landlord on written demand. If
the Tenant fails to make payment within fourteen (14) days from the date
of demand, the Landlord may effect payment of the same and all expenses
so incurred by the Landlord together with interest at the same
stipulated in paragraph 7 of Schedule 2, calculated from the date of
expenditure until the date they are paid by the Tenant to the Landlord,
shall be recoverable from the Tenant as if they were rent in arrears.
6.3 All alterations and additions to the Premises shall only be carried out:
(a) in the case of any mechanical and electrical engineering works, by
a specialist contractor appointed by the Tenant and approved by the
Landlord; and
(b) in all other cases, by a contractor appointed by the Tenant and
approved by the Landlord, such approval not to be unreasonably
withheld or delayed.
6.4 No contractor, architect, engineer or other consultant, approved or
or appointed by the Landlord for any purpose related to the Premises
shall in any way be deemed to be the agent or employee of the Landlord,
and the Landlord shall not in any way be liable nor responsible for any
act, omission, default, misconduct or negligence of such contractor,
architect, engineer, or consultant.
6.5 The Tenant shall apply for and obtain at its own cost and expenses all
planning and other licenses, permits and consents necessary or required
under law or the Rules and Regulations for its alterations and additions
and shall carry out and complete all alterations and additions to the
Premises in accordance with the Proposed Plans as approved by the
Landlord, in a good and workmanlike manner and in compliance with the
reasonable requirements of the Landlord's architect.
6.6 The Landlord agrees that the Tenant may install and maintain a card
entry system at its own cost and expense to the Premises.
7. Notices
-------
7.1 The Tenant shall immediately give written notice to the Landlord of any
damage to or at the Premises and of other accidents or damage caused to
any Conducting Media, or any fittings or fixtures or installations
serving or within the Premises provided by the Landlord or of any
circumstances which are likely to be hazardous to or jeopardise the
safety of any person or property.
7.2 The Tenant shall immediately give written notice to the Landlord of any
notice received by the Tenant from any government or public or statutory
authority relating to or affecting the Premises of the Tenant's business
thereon.
-18-
8. to permit the Landlord to inspect: The Tenant shall permit the Landlord
---------------------------------
and its servants or agents at all reasonable times and by prior
appointment to enter into, inspect and view the Premises and examine
their condition and also to take a schedule of fixtures, fittings and
installations at the Premises. Upon notice by the Landlord, the Tenant
shall repair and make good in proper and workmanlike manner all damage
or defects which the Tenant is liable for under this Lease within such
reasonable period as may be stipulated by the Landlord and to the
reasonable satisfaction of the Landlord. In case of default by the
Tenant the Landlord may, but is not obliged to exercise its rights and
powers under Clause 11.2.
9. to grant the Landlord right of access to the Premises
-----------------------------------------------------
9.1 Subject and without prejudice to paragraph 9.3, the Tenant shall permit
the Landlord, and the agents, workmen and others employed by the
Landlord or by any government or statutory authority or by the other
tenants or occupiers of the Building, with or without tools and
equipment, at all reasonable times, after giving to the Tenant prior
notice to enter upon the Premises:
(a) to effect or carry out any installation, maintenance, repairs,
alterations or additions or other works which the Landlord may
consider necessary or desirable in respect of any Conducting Media,
the Services or any part of the Premises of Buidling or the water,
electrical, air-conditioning and other facilities and services of
the Premises or Building; or
(b) for the purpose of exercising any of the powers and authorities of
the Landlord under this Lease; or
(c) to comply with any obligation of repair, maintenance or management
affecting the Premises or the Building; or
(d) to exhibit the Premises to prospective buyers or within ninety (90)
days of the expiration of the Term or Renewed Terms as applicable,
to tenants or any other party the Landlord authorises for the
purpose of any sale, lease or tenancy, or the valuation, of the
Premises, and during the period of ninety (90) days prior to the
expiration or earlier determination of the Term of this Lease,
unless the Tenant shall have duly exercised its option (if any) to
renew the Lease herein, the Landlord may post any "To Let" or "To
Lease" sign upon the Premises; or
(e) to ascertain the Tenant's compliance with the current security
measures on fire and safety regulations as prescribed from time to
time by the Landlord or the fire or other competent authority.
9.2 The Tenant's obligations under this Lease shall not be affected by any
of the works specified in this paragraph 9 and the Landlord shall not be
liable for any inconvenience, disturbance, loss of business or any other
nuisance arising from such works.
9.3 The Tenant shall permit the Landlord, and his respective agents and/or
workmen free access into the Premises at all times in any case that the
Landlord reasonably considers an emergency.
9.4 The Landlord shall be allowed to take any tools, equipment and materials
into and upon the Premises as may be required without the same
constituting an eviction of the Tenant in whole or in part.
-19-
10. Yield up in repair at the end of the Term
-----------------------------------------
10.1 On the expiry or earlier determination of the Term (unless renewed
pursuant to the exercise of the option to renew, if any) the Tenant
shall at its cost and expense:
(a) quietly and peaceably yield up the Premises with the fixtures,
fittings and installations (other than that belonging to the
Tenant), unless required by the Landlord to be removed, in good
and substantial and tenantable repair and condition (fair wear and
tear excepted) together with all locks, fastenings and keys to
the Premises complete (irrespective of whether the same have been
supplied by the Landlord) and, if so required by the Landlord,
shall remove all letterings, marks, signs, internal partitions,
fixtures, fittings, equipment, furniture and installations, as
are specified by the Landlord, from the Premises and reinstate
the Premises and/or the Building and/or the Common Area, in
particular but not limited to the all air-conditioning
installations, sprinkler systems and other electrical
installations, ceiling, floors, walls, doors and windows, to
their original state and condition, fair wear and tear excepted;
and
(b) make good to the reasonable satisfaction of the Landlord all
damage to the Premises and the Building resulting from the
removal of the Tenant's belongings, reinstatement or redecoration
of the Premises.
10.2 If on the expiry or earlier determination of the Term, the Tenant has
failed to comply with the above provisions, the Landlord may effect
the same at the Tenant's cost and expense. The Tenant shall be deemed
to be holding over for the period during which the works are affected
by the Landlord. All costs and expenses reasonably incurred by the
Landlord, together with the additional Rent and Service Charge pursuant
to Clause 13 for the period of holding over by the Tenant, shall be
paid by the Tenant within fourteen (14) days of demand by the Landlord.
11. Loading And Electrical Installation
-----------------------------------
11. The Tenant shall not bring into the Building any machinery, equipment,
goods or object which, in the absolute opinion of the Landlord, will
or is likely to cause any structural or any other strain or damage to
any part of the Building. Without limiting the foregoing, the Tenant
shall not load or permit or suffer to be loaded on any part of the
floors of the Building or the Premises to a weight greater than
5 KN/m2 (or such other weight as may be prescribed by the Landlord as
being applicable to the Premises) without the prior written consent
of the Landlord and in any case shall comply with the directions and
requirements of the Landlord, such consent not to be unreasonably
withheld or delayed in respect of the load distribution and
positioning of all heavy equipment and articles in the Premises. The
Tenant shall make good and indemnify the Landlord in respect of any
damage to the Premises and Building caused by the bringing in of any
safe, items of machinery, plant, equipment or goods.
11.2 The Tenant shall not use any equipment or device which will cause an
overload on the electrical supply to the Premises, such supply as may
be prescribed by the Landlord or otherwise agreed in writing between
the Landlord and the Tenant or in any way overload any Conducting Media
in or serving the Premises or any part of the Building.
12. Rules and Regulations: The Tenant shall itself and shall procure the
---------------------
Tenant's Occupiers to observe and perform or cause to be observed and
performed the Rules and Regulations.
-20-
13. Advertisements and signs
------------------------
13.1 The Tenant shall not place or display on the exterior of the Premises
or on the windows or inside the Premises so as to be visible from the
exterior of the Premises any name, writing, notice, sign, illuminated
sign, display of lights, placard, poster, sticker or advertisement
other than the name of the Tenant on the entrance doors of the Premises
in a style and manner approved by the Landlord, such approval not to be
unreasonably withheld.
13.2 If any name, writing, notice, sign, placard, poster, sticker or
advertisement shall be placed or displayed in breach of these
provisions, the Tenant shall on being directed to do so by the Landlord
remove such name, writing, notice, sign, placard, poster, sticker or
advertisement within a reasonable period and, in the event of failing
to do so, the Landlord may carry out such removal and the Tenant shall
pay to the Landlord on demand of the reasonable expenses of so doing.
13.3 The Landlord shall be entitled to determine the hours of illumination
of any signs or objects in accordance with the such hours as from time
to time reasonably prescribed by the Landlord.
14. Compliance with statutes etc: Except where such liability may be
----------------------------
expressed within the Landlord's covenants contained in this Lease, the
Tenant shall comply in all respects with the provisions of all statutes
and regulations for the time being in force and requirements of any
competent authority relating to the occupation and use by the Tenant of
the Premises and the conduct of the Tenant's business and anything done
in or upon the Premises by the Tenant and shall indemnify the Landlord
against all actions, proceedings, claims or demands which may be
brought or made by reason of such statutes, regulations or requirements
or any default in compliance with them.
15. Indemnity by Tenant: Tenant shall occupy, use and keep the Premises
-------------------
at the Tenant's sole risk and responsibility and shall indemnify and
keep indemnified the Landlord from and against:
(a) all claims, demands, write, summonses, actions, suits,
proceedings, judgements, orders, decrees, damages, costs, losses
and expenses of any nature whatsoever which the Landlord may
suffer or incur in connection with loss of life, personal injury
and/or damage to properly arising from or out of any occurrences
in, upon or at the Premises or the use of the Premises or any part
thereof by the Tenant or by any of the Tenant's Occupiers; and
(b) all loss and damage to the Premises and any other premises or any
other part of the Building and to all property therein and all
loss of life and personal injury caused directly or indirectly
by the Tenant or the Tenant's Occupiers and in particular but
without limiting the generality of the foregoing caused directly
or indirectly by the use or misuse, or waste or abuse, of water,
gas or electricity of faulty fittings or fixtures.
16. Assignment and subletting
-------------------------
16.1 Except as provided in paragraph 16.2 below, the Tenant shall not
transfer, assign, sublet, license, part with or share possession or
occupation of, or grant to third parties any rights over, the whole
or any part of the Premises without the prior written consent of the
Landlord, such consent not to be unreasonably withheld or delayed.
Provided always that the usage of the Premises by such third parties
is similar to the Permitted Use.
-21-
16.2 The Landlord herby agrees that the Tenant may without the consent of
the Landlord assign or sub-let the Premises to any affiliate,
subsidiary or parent company or any entity resulting through a merger
of acquisition, save that prior written notice is given to the
Landlord of such assignment or sub-letting.
16.3. A consent granted by the Landlord under paragraph 16.1 shall not
constitute a waiver of the requirement for the Landlord's consent to
any subsequent transfer, assignment, subletting, licensing, grant of
possession, mortgage or encumbrance of this Lease or the Premises or
any part thereof.
17. Name of Tenant: The Tenant shall not without the prior written
--------------
consent of the Landlord use the name of the Landlord or the Building,
or any derivative name sounding similar thereto, as part of its trade
or business name or as a trade mark or service mark or for any
purpose.
-22-
PART B
------
RULES AND REGULATIONS
---------------------
The Tenant covenants with the Landlord to observe and comply with the
following Rules and Regulations, as the same may be suspended, deleted,
expanded or otherwise amended and updated in any way from time to time:
1. Obnoxious or inflammable substances: The Tenant shall not erect nor
-----------------------------------
install any machinery or object which causes noise, fumes or vibration
which can be heard, smelt or felt outside the Premises and shall not
store in the Premises any patrol or other inflammable, explosive or
combustible substance.
2. Illegal or immoral purposes: The Tenant shall not use the Premises
---------------------------
for any noxious, noisy or offensive trade or business nor for gambling
nor betting nor any illegal or immoral act or purpose.
3. Sales, auction, exhibition or public meeting and Music: The Tenant
------------------------------------------------------
shall not hold any sales by auction nor any exhibition, public meeting
or public entertainment at the Premises. The Tenant shall not permit
any music to be played or performed in the Premises so that it can be
heard outside the Premises.
4. Pests and Livestock: The Tenant shall keep the Premises free of
-------------------
pests, rodents, vermin and shall not permit livestock of any kind to
be kept at the Premises and shall, if necessary, employ at the
Tenant's cost and expense, pest exterminators to treat and/or prevent
any such infestation.
5. Incense: The Tenant shall not burn any incense or joss sticks or
-------
permit any unusual or offensive odours to be produced upon or to
permeate from the Premises.
6. Residential Purpose and Cooking: The Tenant shall not allow any
-------------------------------
person to sleep in nor to cook at the Premises nor to use the
Premises for residential purposes.
7. Cleanliness: The Tenant shall keep the Premises and every part
-----------
thereof clean and hygienic and all pipes, drains, basins, sinks and
water-closets in the Premises clean and unblocked. The Tenant shall
employ the Landlord's contractor engaged for cleaning the Building to
carry out the cleaning work in and about the Premises provided that
such employment shall be at the sole expense, risk and responsibility
of the Tenant.
8. Infectious diseases: In the event of the Tenant becoming aware of or
-------------------
suspects any infectious illness set out in the Infectious Diseases
Act, Cap 137, occurring at the Premises the Tenant shall give notice
thereof to the Landlord and the proper authorities and at its cost
and expense shall fumigate and disinfect the Premises and shall comply
with the reasonable and lawful requirements in respect of the same.
9. Annoyance or nuisance: The Tenant shall not do anything which may be
---------------------
or may become a nuisance, annoyance, disturbance, an inconvenience or
may cause damage to the Landlord or any owners, tenants, licensees and
occupiers of, or any person lawfully in the Building.
10. Aerials, masts and antenna: The Tenant shall not erect display affix
--------------------------
or exhibit on or to any part of the Premises visible to the Common
Area any light, flag, notice, pole mast, wire radio or television
aerial or antenna or any loudspeaker or similar devices at the
Premises without the prior written consent of Landlord, such consent
not to be unreasonably withheld or delayed and provided always that
the Tenant shall at its own cost obtain all necessary approvals from
the competent authorities. Any consent given may at any time be
withdrawn as the Landlord may determine having regard to interferences
or possible interferences with the Landlord's telecommunication system
and to the interest of the Building as a whole and/or the
-23-
interest of other tenant's occupiers and persons lawfully therein and
the removal of such aerials masts and antenna will be at the costs and
expense of the Tenant.
11. Fire and Alarm systems
----------------------
11.1 The reasonable Tenant shall permit the duly authorised agents or
employees of Landlord at any reasonable time by prior appointment to
service and maintain any fire or alarm systems of the Premises or the
Building
11.2 The Tenant shall not install nor maintain any fire or security system at
the Premises without the prior written approval of the Landlord or which
may interfere with any fire or alarm system installed or maintained by
the Landlord for the Premises or Building.
11.3 In the event that the relevant competent authorities require the Tenant
to install a sprinkler system, the Tenant shall apply for and obtain at
its own cost and expense all licences, approval and consents for the
installation and use of a dry sprinkler systems.
11.4 The Tenant shall install and maintain the sprinkler system (whether wet
or dry sprinkler system) at their own cost and expense. Provided always
that the Tenant shall waterproof the floor of the Premises with
reasonable drainage system to the satisfaction of the Landlord against
flooding or likewise to the adjoining floors or neighbours in the
Building.
12. Loading And Electrical And Other Installations
----------------------------------------------
12.1 The Tenant shall not load nor use the floors, walls, ceiling or
structure of the Premises except in compliance with such loading limits
prescribed by and other reasonable directions of the Landlord.
12.2 Before any machinery safe or furniture is moved into or out of the
Premises due notice must be given to the Landlord by the Tenant and the
moving of the same must be done under the supervision of a person
nominated by the Landlord and at a reasonable time approved by the
Landlord or its managing agent and at no other time.
12.3 The Tenant shall not overload the Conducting Media in or serving the
Premises and/or the Building. Without limiting the foregoing, the
Tenant shall not without the prior written consent of the Landlord, such
consent not to be unreasonably withheld or delayed install or use any
air-conditioning or cooling devices or any other electrical devices or
equipment in the Premises except those which are provided in the
Building or are shown on the plans approved by the Landlord. The Tenant
shall not do nor omit to do anything which obstructs or interferes with
or which imposes an additional loading on any ventilation, air-
conditioning or other plant or machinery serving or electrical supply to
the Premises and Building.
13. Avoidance of Landlord's Insurance Policies: The Tenant shall not do
------------------------------------------
anything whereby any policy of insurance on the Building, including or
in any way relating to the Premises, taken out by the Landlord may
become void or voidable or whereby the rate of premium thereon or on the
remainder of the Building may be increased. The Tenant shall within
fourteen (14) days of demand reimburse the Landlord of all sums paid by
way of incresed premiums and all expenses incurred by the Landlord as a
result of a breach of non-observance by the Tenant of this covenant. The
Landlord will on request of Tenant provide relevant details of the
policy to enable Tenant to comply with the provisions of this paragraph.
The Tenant shall provide one or more efficient fire extinguishers of a
type approved by the Landlord and to take such other precautions against
fire as may be deemed necessary by the Landlord or its insurers.
-24-
14. Vendors: The Tenant shall not without the prior written consent of the
-------
Landlord permit the vendors of food or drink or the servants or agents
of such vendors to bring to the Premises or the Building food or drink
for consumption by the occupiers or others in the Premises save and
except in the case of the contractor who has been given the right by the
Landlord to provide a food and drink service for the occupiers of the
Building.
15. Building Exterior, Windows And Security
---------------------------------------
15.1 The Tenant shall ensure that the decor and design of the exterior of the
Premises and the interior of the Premises which is visible from the
outside (including all blinds, shades, awnings, window ventilators and
other fittings and fixtures) shall conform to the reasonable
requirements and standards of the Landlord as to design quality and
appearance. The Tenant shall not make any changes to such external and
internal parts without the prior written consent of the Landlord, such
consent not to be unreasonably withheld or delayed and shall remove any
object or fitting or fixture which in the absolute opinion of the
Landlord is incongruous with or may detract from the general appearance
of the Building.
15.2 The Tenant shall keed the windows of the Premises closed at all times
and shall take such steps as may be necessary to prevent air leakages
and excessive infiltration of air from outside the Building into the
Premises and shall not do any act or thing whereby the working of the
air circulating plant in the Building shall be affected.
15.3 The Tenant shall ensure that all doors of the Premises are safely and
properly locked and secured when the Premises are not occupied and shall
use its best endeavours to protect and keep the Premises and any
property contained therein from theft or robbery. The Landlord reserves
the right by its agent caretaker employees servants and workmen to enter
and fasten the same if left insecurely fastened. The Landlord will
provide keys for locks on doors or other openings of the Premises and
the Tenant will return to the Landlord on the determination of the
tenancy all such keys and shall not permit the same at any time to come
into the possession or control of any person other than the Tenant its
servants or agents and others duly authorised by the Tenant.
16. Obstruction
-----------
16.1 The Tenant shall not cover nor obstruct nor permit to be covered or
obstructed in any manner (other than in compliance with paragraph (15))
the windows, sky-lights or ventilating shafts or air inlets or outlets
which reflect or admit light or enable air to flow into or out of the
Premises or any part of the Building.
16.2 The Tenant shall not in any way obstruct nor permit the obstruction of
any Common Area and in particular shall nor permit any bicycles, motor
cycles or scooters, trolleys and other vehicles for transportation to be
parked nor permit the stocking or storage or littering of any goods or
garbage in any Common Area (other than at the proper lots and areas
designated by the Landlord for the parking of vehicles, the loading and
unloading of goods and the storage or disposal of garbage).
17. Use of conveniences: The Tenant shall not throw nor place nor permit
-------------------
to be thrown or placed in the lift shafts, water-closets or other
conveniences in the Building any rubbish or waste or any other
materials, and the Tenant shall on demand pay to the Landlord the
reasonable costs of repairing any damage or renewal of such rubbish or
waste or other materials to such lift shafts, water-closets or other
conveniences arising therefrom.
-25-
18. Use of lift
-----------
18.1 The Tenant shall ensure that only small and light article such as
brief-cases, attache cases and handbags are placed into or transported
by the passenger lift.
18.2 The Tenant shall not have use of the hoist lift in the Building for
access to and/or from the Premises.
19. Carparks, Temporary parking and Loading bays
--------------------------------------------
19.1 The Tenant shall use the carparks in the Building lawfully and in
compliance with all rules and regulations prescribed in respect of the
same by the Landlord. Subject to the aforesaid, the Landlord will allot
one (1) season carpark lots ("the carpark lots") to the Tenant and the
Tenant shall pay carpark charges (including all taxes) as may be levied
or revised from time to time by the Landlord for the use of the
carparks, and such sums shall be payable as additional rent. PROVIDED
HOWEVER THAT if, at any time during the Term or a Renewed Term, the
Landlord may in its absolute discretion vary the number of the carpark
lots or withdraw the carpark lots or any of them if the Landlord ceases
to have the right or authority to allot such season carpark lots or if
such all allotment shall be in breach of any government or statutory or
Rules and Regulations or any contractual obligation of the Landlord or
if the Landlord requires the carpark lots for any purposes whatsoever.
19.2 The Tenant shall not load nor unload any objects (including but not
limited to furniture, merchandise, machinery and equipment) except at
the loading and unloading bays or areas designated by the Landlord and
so as not to cause congestion nor inconvenience to any other user and at
all times shall comply with the reasonable directions of the Landlord's
employees or agents in respect of the use of the same.
20. Soliciting: The Tenant shall not solicit business, display or
----------
distribute advertising material in the carparks or any Common Area or
use the same for business or commercial purposes except in such manner
and under such conditions as may be approved from time to time by the
Landlord.
21. Landlord's Housekeeping Rules
-----------------------------
21.1 The Tenant shall itself and shall procure the Tenant's Occupiers to
observe and perform or cause to be observed and performed the Landlord's
Housekeeping Rules annexed hereto as Annexure B or such other rules and
regulations as the Landlord may make or amend or change from time to
time.
21.2 The Tenant shall participate in the Housekeeping Committee established
under the Housekeeping Rules by providing that one (1) representative of
the Tenant shall sit on the Housekeeping Committee.
22. Fire Drills
-----------
The Tenant shall itself and shall procure the Tenant's Occupiers to
participate in any fire drills conducted by the Landlord or any other
competent authorities.
-26-
SCHEDULE 4
----------
LANDLORD'S COVENANTS
--------------------
The Landlord hereby covenants with the Tenant as follows:
1. Quiet enjoyment: That the Tenant paying the Rent and Service Charge and
---------------
performing the Tenant's covenants reserved by and contained in this
Lease may lawfully and peaceably hold and enjoy the Promises throughout
the Term without any interruption by the Landlord or by any person
lawfully claiming through, under or in trust for the Landlord.
2. Property tax: To pay the property tax rate assessment impositions
------------
levied or charged upon the Premises and the Building except such as are
herein stated to be paid by the Tenant.
3. Management of the Building: Subject always to the provisions of Clause
--------------------------
10 to provide the following services (collectively called the
"Services");.
(a) to keep the roof, foundations, load bearing walls and beams and
all external walls of the Building and the Common Area, and the
Conducting Media in or serving the Common Area, in good and
tenantable condition and repair (fair wear and tear excepted);
(b) to insure and keep insured the Building (excluding fittings and
fixtures installed by the Tenant and any other parts of the
Premises which the Tenant is obliged in this Lease to insure)
against damaged by fire and such other risks as the Landlord may
deem fit; and
(c) to provide:-
(i) air-conditioning services during the Operating Hours Provided
Always that air-conditioning services may at the request of the
Tenant be extended by the Landlord (but without any obligation so
to do) beyond the Operating Hours and in such an event the Tenant
shall bear and pay to the Landlord on demand the costs expenses
for such extension;
(ii) passenger lift service during the operating hours;
(iii) electricity for the lighting of the passages, corridors,
staircases, escalators, lifts, and water closets of the Common
Area and water for the water closets during the Operating Hours;
and
(iv) security of the Building in such manner to be decided by the
Landlord for twenty (24 ) hours of each day (but not so as to
render the Landlord liable for any loss or damage sustained by the
Tenants or the Tenant's occupier through the neglect, default,
failure, negligence or misconduct of the security guard(s) and/or
security system as the case may be) and such additional security
facilities as may be required having regard to the Tenant's
Permitted Use of the Premises, such additional security facilities
shall be borne by the Tenant.
-27-
ANNEXURE A
----------
PLAN OF THE PREMISES
--------------------
[FLOORPLAN]
SIXTH STOREY PLAN
CITY SOUTH EXCHANGE
-------------------
-28-
ANNEXURE B
----------
LANDLORD'S HOUSEKEEPING RULES
-----------------------------
The Tenant and/or the Tenant's Occupiers, as the case may be, shall adhere,
abide and comply with the following:-
1. To carry out a joint fire safety inspection with the Landlord
immediately after the Tenant's occupation of the Premises.
2. To allow the Housekeeping Committee members of the Landlord to inspect
the Premises within office hours on reasonable notice being given to the
Tenant and to comply with all recommendations made.
3 Display the Identification Card prominently at all times when in the
Premises/Building.
4. Ensure that visitors of the Tenant are at all times accompanied by the
Tenant where such visitors are on or remain in the Premises/Building.
5. Ensure that visitors of the Tenants are met by the Tenant at the
Security Guard post.
6. Not to smoke within the exchange areas or such other areas of the
Building designated as "No Smoking" areas or where "No Smoking" sign is
displayed.
7. Not to bring in personal electrical or electronic appliances, equipment
or apparatus.
8. Not to gamble in any form whatsover whilst in the Premises at all times.
9. Ensure that only persons authorized by the Tenant be allowed to enter or
remain in the Premises/Building.
10. Not to remain in the Premises after normal office hours without
authorization from the Landlord.
11. Ensure that all vehicles (including bicycles) must be parked at
designated parking lots or at areas designated for parking.
12. Ensure that all contractors keep the Station Manager or Principal
Housekeeper of the Landlord informed by prior written notice at all
times of any work which such contractors would be carrying and/or are
being carried out.
13. Ensure that all Hot Works of the Tenant be carried out under the
supervision of a qualified competent supervisor in the relevant trade
when such Hot Works are being carried out or in progress.
14. Ensure that all workers of the Tenant be confined or restricted to only
their designated work place whilst on the Premises.
15. Not to sleep on or bring food to eat at the Premises.
16. Ensure that all rubbish be cleared promptly and on a daily basis.
17. Not to touch, handle or in any way deal with the Landlord's
telecommunication equipment and cables found on the Premises or Building
whether in operation or otherwise.
-29-
IN WITNESS WHEREOF the parties have executed into this Lease the day and year
first above written.
Landlord
- --------
Signed by for and on behalf of )
SINGAPORE TELECOMUNICATIONS )
LIMITED in the presence of:- )
Tenant
- ------
Signed by for and on behalf of )
FOUR MEDIA COMPANY ASIA PTE LTD ) /s/ Robert Walston
in the presence of:- )
/s/ Karen Zortman
DATED THIS________________DAY OF_________________199___
Between
SINGAPORE TELECOMMUNICATIONS LIMITED
... Landlord
And
FOUR MEDIA COMPANY ASIA PTE LTD
... Tenant
..............................................
L E A S E
(STUDIO)
..............................................
HELEN YEO & PARTNERS
ADVOCATES & SOLICITORS
11 COLLYER QUAY
#12-01 THE ARCADE
SINGAPORE 0104
FCL/ALSY/CITYSOUTH
C O N T E N T S
---------------
CLAUSE HEADING PAGE
- ------ ------- ----
1. INTERPRETATION
2. THE DEMISE
3. TERM OF THE LEASE
4. RENT AND SERVICE CHARGE
4.1 Rent
4.2 Service Charge
4.3 Payment
5. DEPOSIT
6. MODE OF PAYMENT
7. PERMITTED USE OF THE PREMISES
8. FITTING OUT AND RENOVATION
9. TENANT'S COVENANTS
10. LANDLORD'S COVENANTS
11. LANDLORD NOT LIABLE
12. TERMINATION
12.1 Proviso for re-entry
12.2 Landlord's rights to rectify breach etc
13. DESTRUCTION
14. HOLDING OVER
15. OPTION TO RENEW
16. TRANSFER TO MANAGEMENT CORPORATION
17. MISCELLANEOUS
17.1 Notices
17.2 Landlord's consent
17.3 Costs and expenses
17.4 No waiver
17.5 Title
17.6 No lodging of Caveat, Registration or Subdivision
17.7 No representations
17.8 Severance
17.9 Governing law and submission to jurisdiction
ii.
CLAUSE HEADING PAGE
- ------ ------- ----
SCHEDULE 1
- RIGHTS GRANTED TO TENANT
SCHEDULE 2
- RIGHTS RESERVED BY THE LANDLORD
1. Easements
2. Power for Landlord to deal with adjoining
property and the Common Area
3. Access to and Main Doors of the Building
4. Name and Address of Building
5. Rules and Regulations
6. Landlord's rights to interest for late
payments
7. Removal of property after expiry or earlier
determination of tenancy
8. Landlord's right to assign
SCHEDULE 3
- COST OF SERVICES
SCHEDULE 4
- PART A
- TENANT'S COVENANTS
1. Rent and Service Charge
2. Utilities and Telecommunication Services
3. Property tax and goods and services tax
4. Insurance
5. Repair
6. Alterations
7. Notices
8. To permit the Landlord to inspect
9. To grant the Landlord right of access to
the Premises
10. Yield up in repair at the end of the Term
11. Loading And Electrical Installation
12. Rules and Regulations
13. Advertisements and signs
14. Compliance with statutes etc
15. Indemnity by Tenant
16. Assignment and subletting
17. Name of Tenant
iii.
CLAUSE HEADING PAGE
- ------ ------- ----
- PART B
- RULES AND REGULATIONS OF THE BUILDING
1. Obnoxious or inflammable substances
2. Illegal or immoral purpose
3. Sales, auction, exhibition or public
meeting and Music
4. Pest And Livestock
5. Incense
6. Residential Purpose And Cooking
7. Cleanliness
8. Infectious diseases
9. Annoyance or nuisance
10. Aerials, masts and antenna
11. Fire And Alarm systems
12. Loading And Electrical And Other Installations
13. Avoidance of Landlord's insurance policies
14. Vendors
15. Building Exterior, Windows And Security
16. Obstruction
17. Use of convenience
18. Use of lift
19. Carparks, Temporary parking and Loading bays
20. Soliciting
21. Landlord's Housekeeping Rules
22. Fire Drills
SCHEDULE 5
- LANDLORD'S COVENANTS
1. Quiet enjoyment
2. Property tax
3. Management of the Building
ANNEXURE A
- PLAN OF THE PREMISES
ANNEXURE B
- LANDLORD'S HOUSEKEEPING RULES
THIS LEASE is made the day of 1994 Between:-
(1) SINGAPORE TELECOMUNICATIONS LIMITED, a company incorporated in
Singapore and having its registered office at 31 Exeter Road, Comcentre,
Singapore 0923 (the "Landlord"); and
(2) FOUR MEDIA COMPANY ASIA PTE LTD, a company incorporated in Singapore and
having its registered office at 30 Choon Guan Street, Singapore.
WHEREBY IT IS AGREED as follows:-
1. INTERPRETATION
--------------
1.1 In this Lease the following words and expressions shall, unless the
context otherwise requires, have the following meanings:-
"Air-Conditioning Plant" means and shall include a chiller, two (2)
pumps, cooling tower, two (2) air-handling units of 32 tons each and
two (2) air-handling units of 50 tons each;
"Building" means the building situate at 30 Choon Guan Street and known
as City South Exchange;
"Common Area" means all parts of and all facilities and fixtures and
fittings in the Building used or intended for or capable of being used
or enjoyed in common by all the occupiers of the Building including,
without limitation, (i) all passageways, staircases, lifts and
escalators (if any); (ii) all refuse chutes, drains, sewers, pipes,
wires, cables, and ducts; and (iii) all driveways, carparks and open
spaces except for all toilet and shower facilities on the 4th storey of
the Building;
"Conducting Media" means drains, sewers, conduits, flues, gutters,
gullies, channels, ducts, shafts, watercourses, fire sprinklers, pipes,
cables, cable racks, wires and mains or any of them;
"Deposit" means the sum deposited by the Tenant with the Landlord
pursuant to Clause 5;
"Landlord" includes its successors, assigns and all persons entitled to
the reversion immediately expectant upon the determination of this
Lease;
"Lease" includes any instruments supplemental to this Lease and any
amendments or variations to this Lease agreed in writing between the
Landlord and Tenant;
"Management Corporation" means a management corporation of the Building
established under the Land Titles (Strata) Act, Chapter 158;
"month" means a calendar month;
"Operating Hours" means twenty-four (24) hours of each day seven (7)
days each week.
"Payment Date" means the date as defined in Clause 4.3;
"Permitted Use" means the use of the Premises as a studio and in
particular for and not restricted to the provision of services for
audio production, audio post production, video production, video post
production, graphics, compositing, network presentation and network
origination, standards conversion, duplication and other related
services that the Tenant may provide to the broadcast and entertainment
production industry, subject to the written approval of the competant
authorities and/or the Landlord, such approval not to be unreasonably
withheld;
-2-
"Premises" means the premises on the 4th floor of the Building
containing a floor area of 17,513 square feet, which, for identification
only, is delineated in red in the plan annexed in this Lease as Annexure
A;
"Rent" means the rent referred to in clause 4.1;
"Rules and Regulations" means the rules and regulations of the Building
and any part thereof as prescribed by the Landlord, as set out in Part B
of Schedule 4 and which may be suspended, deleted, expanded or otherwise
amended or updated in any way from time to time;
"Services" means the services to be provided by the Landlord as defined
in paragraph 3 of Schedule 5;
"Tenant" includes, if the Tenant is an individual, his personal
representatives and permitted assigns, or if the Tenant is a company,
its successors in title and permitted assigns;
"Tenant's Occupiers" means the Tenant's servants, agents, independent
contractors, licensees, sub-tenants (if consented to by the Landlord),
invitees, customers and any person claiming rights to use, enjoy, visit
or be at the Premises expressly or by implication with the Tenant's
consent or authority;
"Term" means the term granted by this Lease pursuant to Clause 3; and
"year" means a calendar year.
1.2 In any case where the Tenant is placed under a restriction by reason of
the covenants and conditions contained in this Lease, the restriction
shall be deemed to include the obligation on the Tenant not to permit or
allow the infringement of the restriction by any of the Tenant's
Occupiers.
1.3 Where the context so admits, words in this Lease importing the singular
meaning shall include the plural meaning and vice versa, words for the
masculine gender shall include the feminine and neuter gender and vice
versa and words denoting natural persons shall include corporation and
firms and all such words shall be construed interchangeably in that
manner.
1.4 References in this Lease to any statutes or statutory instruments shall
include and refer to any statutes or statutory instrument amending,
consolidating or replacing them respectively from time to time and for
the time being in force.
2. THE DEMISE
----------
In consideration of the Rent and Service Charge and the covenants
reserved by and contained in this Lease, the Landlord HEREBY DEMISES to
the Tenant ALL the Premises TOGETHER WITH the rights set out in Schedule
1 but EXCEPTING AND RESERVING to the Landlord the rights as stated in
Schedule 2, TO HOLD the Premises unto the Tenant for the Term, YIELDING
AND PAYING to the Landlord during the Term, the Rent and Service Charge
in accordance with Clause 4.
3. TERM OF THE LEASE
-----------------
The Term of the Lease is two (2) years commencing from the 15th day of
December 1994 and expiring on the 14th day December 1996.
-3-
4. RENT AND SERVICE CHARGE
-----------------------
4.1 Rent
----
The Rent shall be calculated at the monthly rate of $3.30 per square
foot of the floor area of the Premises. The monthly Rent is Dollars
Fifty-Seven Thousand, Seven Hundred and Ninety-Two and Cents Ninety
($57,792.90).
4.2 Service Charge
--------------
4.2.1 The Service Charge is defined in Schedule 3 ("Service Charge").
4.2.2 In the event of any increase in the costs expenses and outgoings of the
Landlord for providing the services described in Schedule 3, the
Landlord shall be entitled to increase the Service Charge by an amount
equal to so much of the extra costs, expenses and outgoings as is
attributable to the Premises. Any increase in the Service Charge shall
be payable from the date specified in the Landlord's notice. In the
event that the Tenant disagrees with such increase by written notice to
the Landlord, the audited account from the Landlord's appointed auditor
(the cost and expense of the auditor shall be borne by the Tenant) shall
be final, conclusive and binding on the Tenant, both as to the Tenant's
liability for such increase and the amount thereof.
4.2.3 For the avoidance of doubt, upon termination of this Lease for any
reason whatsoever, the Tenant shall have no claim for any refund of the
Service Charge paid by it.
4.3 Payment
-------
The Rent and Service Charge shall be payable in advance on the first day
of each month (each a "Payment Date"), without any deduction or
withholding whatsoever. On or before the date of commencement of the
Term, the Tenant shall pay to the Landlord the pro-rated Rent and
Service Charge calculated from the date of commencement of the Term up
to and including the day immediately preceding the next Payment Date,
and thereafter the Rent and Service Charge shall be paid on each
succeeding Payment Date.
5. DEPOSIT
-------
5.1 The Tenant shall, on or before the execution of this Lease, deposit with
the Landlord a sum equivalent to three (3) months Rent and Service
Charge by cash.
The Deposit shall be maintained throughout the Term at an amount
equivalent to the prevailing amount of three (3) months' Rent and
Service Charge. The Tenant shall, within fourteen (14) days of demand
by the Landlord, pay such sum to the Landlord as may be necessary to
ensure that the Deposit is maintained at such equivalent amount.
5.2 The Deposit shall be held by the Landlord as security for the due
performance and observance by the Tenant of all the covenants and
provisions contained in this Lease and as security for any claim by the
Landlord at any time against the Tenant in relation to any matter in
connection with the Premises whether the Lease is subsisting or not, and
if the Tenant shall Commit a breach of any of the provisions of this
Lease, the Landlord shall be entitled but not obliged to apply the
Deposit or any part thereof in or towards payment of moneys outstanding
or making good any breach by the Tenant or to deduct from the Deposit
such amount as would reasonably compensate the Landlord for the loss or
expense to the Landlord occasioned by such breach but without prejudice
to any other right or remedy which the Landlord may be entitled to. No
part of the Deposit shall be set off by the Tenant against any Rent,
Service Charge or other sums owing to the Landlord.
-4-
5.3 Subject to any proper deductions to be made by the Landlord pursuant to
the provisions of this Lease, the Deposit shall be repaid to the Tenant
without interest within one (1) month from the expiration or sooner
termination of the Term.
6. MODE OF PAYMENT
---------------
The Tenant shall pay the Rent, Service Charge and all other sums payable
to the Landlord under this Lease, including the Deposit, in such manner
as may be notified in writing by the Landlord from time to time.
7. PERMITTED USE OF THE PREMISES
-----------------------------
The Tenant will use the Premises solely for the Permitted Use. The
Tenant shall obtain and comply with all applicable licences, permit and
approvals to enable the Tenant to carry on its business in the Premises
in accordance with the Permitted Use.
8. FITTING OUT AND RENOVATION
--------------------------
8.1 The Landlord shall grant to the Tenant a licence to the Premises prior
to the commencement of this Lease for the Tenant to carry out and
complete the Tenant's fitting-out works as hereinafter defined.
8.2 The Tenant shall at its own cost and expense carry out all fitting out
and renovation works relating to the Premises (including but not limited
to partitioning, ceilings, fittings, fixtures, carpentry, lighting,
flooring and waterproofing thereof, interior design and decor as may be
necessary to fit out the Premises completely for the Tenant's Permitted
Use ("Fitting-Out Works").
8.3 Prior to the commencement of the Fitting-Out Works, the Tenant shall at
its own cost and expense, submit to the Landlord for approval all plans,
layouts, designs, drawings and specifications in respect of the Fitting-
Out Works, such approval not to be unreasonably withheld or delayed.
8.4 The Tenant shall at its own cost and expense apply for and obtain all
permissions, consents, approvals, licences, certificates and permits
from any governmental and statutory or other competent authorities in
legally effectual form as may be necessary lawfully for the Tenant to
commence carry out and complete the Fitting-Out Works, to use the
Premises for the Permitted Use and to install the Tenant's fixtures,
fittings, equipment and other installations ("Requisite Consents"). The
Landlord shall cooperate with the Tenant in obtaining the Requisite
Consents.
8.5 Prior to the commencement of the Fitting-Out Works, the Tenant shall
effect and maintain at the Tenant's cost and expense, comprehensive
all risks insurance policies and public liability policies, covering the
period from the date of commencement of the Fitting-Out Works to the
date of completion of the same for insurable amounts acceptable to the
Landlord, with an insurance company approved by the Landlord, such
approval not to be unreasonably withheld or delayed, naming the Landlord
as a co-insured party. Copies of such policies shall be furnished to the
Landlord prior to the commencement of the Fitting-Out Works.
8.6 The Tenant shall permit the Landlord, its architects, engineers,
servants or agents at all reasonable times to enter into and inspect and
view the Premises to ascertain if the Fitting-Out Works are or have been
carried out in accordance with the
-5-
provisions of this Clause, which the Landlord may but shall not be bound
to do. If any breach of the provisions of this Clause shall be found
upon such inspection, the Tenant shall upon notice by the Landlord take
all necessary steps for the rectification of such breach.
8.7 The Tenant shall keep the Landlord indemnified against:-
(a) the breach, non-observance or non-performance of any Requisite
Consents in relation to the Fitting-Out Works; and
(b) any claims, demands or proceedings brought by any governmental or
statutory or other competent authority or and adjoining owner,
tenant, occupier or member of the public arising out or incidental
to the execution of the Fitting-Out Works.
8.8 Any delay in or failure to proceed with carrying out or completing the
Fitting-Out Works or any delay in obtaining or failure to obtain any
Requisite Consents shall not be a ground for postponing the commencement
of the Term or payment of the Rent and Service Charge and other moneys
reserved by this Lease, or relieve in any way the Tenant from the
performance and observance of the obligations, covenants, conditions and
provisions on the Tenant's part to be performed and observed.
8.9 The Landlord shall use its best efforts to make the building facilities
available to the Tenant, its servants, agent, and contractors during the
period for the Fitting-Out Works.
9. TENANT'S COVENANTS
------------------
The Tenant hereby covenants with the Landlord that it will perform and
observe:-
(a) the Tenant's obligations and undertakings as set out in Part A of
Schedule 4; and
(b) the Rules and Regulations.
10. LANDLORD'S COVENANTS
--------------------
The Landlord hereby covenants with the Tenant that it will perform and
observe the Landlord's obligations and undertakings as set out in
Schedule 5.
11. LANDLORD NOT LIABLE
-------------------
Notwithstanding anything herein contained the Landlord shall not be
liable to the Tenant or to any of the Tenant's Occupiers for, nor shall
the Tenant have any claim against the Landlord, in respect of:-
(a) any damage, injury or loss or any consequential loss (including
loss of business, loss of profit, product liability, indirect and
special damage) arising from or resulting from any interruption in
or failure of any of the Services by reason of repair or
maintenance work or damage or destruction or mechanical or other
defect or breakdown or short circuit of electrical wiring,
explosion, falling plaster, escape of water, or the leakage or
defect of the Conducting Media in, or the structure of, the
Premises, the Building or any part thereof or by reason of any
circumstances beyond the Landlord's control (including but not
limited to fire, flood, act of God, riot, civil commotion, curfew,
emergency, labour disputes or shortage of manpower, fuel,
materials, electricity or water);
-6-
(b) any damage, injury or loss or any consequential loss (including
loss of business, loss of profit, product liability, indirect and
special damage) arising from or resulting from short circuit of
electrical wiring, explosion, falling plaster, escape of water, or
the leakage or defect of the Conducting Media in, or the structure
of, the Premises, the Building or any part thereof;
(c) any loss of life, injury or damage to or loss of any property or
any consequential loss (including loss of business, loss of profit,
product liability, indirect and special damage) arising from or due
to any accident or circumstances whatsoever occurring at the
Premises, the Building or any part thereof;
(d) any act, omission, default, misconduct or negligence of any porter,
attendant or other servant or employee or agent of the Landlord in
or about the performance or purported performance of any duty
relating to the provision of Services or any of them or any other
duties whatsoever to be performed under this Lease;
(e) any damage, injury or loss or any consequential loss arising from
or caused by other tenants or any independent contractor or any
persons, or from any occurrence at any other premises, within the
Premises, the Building or any part thereof;
(f) any diminution or obstruction of light, air or view by any building
or structures that may be erected within or adjacent to the
Building or any part thereof; and
(g) any damage, injury or loss or any consequential loss arising from
or by reason of lack of security or safekeeping of the Premises,
Building or any part thereof or any contents therein.
12. TERMINATION
-----------
12.1 Proviso for re-entry: If and whenever during the Term:-
--------------------
(a) all or any part of the Rent or Service Charge shall be unpaid for
fourteen (14) days after becoming due (whether or not any formal
demand has been made); or
(b) the Tenant shall at any time fail or neglect to perform or observe
any of its obligations, covenants or undertakings in this Lease
other than a failure under Sub-Clause (a) above, and such default
if capable of being remedied is not remedied to the reasonable
satisfaction of the Landlord within fourteen (14) days after the
Landlord has given notice thereof to the Tenant; or
(c) the Tenant becomes insolvent, or (in the Landlord's reasonable
opinion) is unable to pay its debts, or stops or suspends, or
threatens to stop or suspend, payment of all or a material part of
its debts, or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of its creditors
or a moratorium is agreed or declared in respect of or affecting
all or a material part of its indebtedness; or any step or petition
is taken by any person including the Tenant or its members for the
winding up or dissolution or bankruptcy of the Tenant or for the
Tenant to be placed under the judicial management of a judicial
manager; or a receiver and/or manager is appointed in respect of
any properties or assets of the Tenant or distress or execution is
levied or enforced upon or sued against any part of the properties
or assets of the Tenant, or if events or circumstances analogous to
any of the foregoing events occurs in relation to the Tenant under
the laws of any jurisdiction;
-7-
then the Landlord or any person authorised by the Landlord may at any
time thereafter re-enter upon the Premises or any part thereof in the
name of the whole, whereupon this Lease shall forthwith absolutely
cease and determine, but without prejudice to the right of action, and
any other right and remedy, of the Landlord in respect of any antecedent
breach by the Tenant of this Lease (including the breach giving rise to
the re-entry).
12.2 Landlord's rights to rectify breach etc
---------------------------------------
12.2.1 The Landlord may, in the event of any default described in Clause
12.1(b) above, at its absolute discretion and option either in addition
to or in lieu of termination under Clause 12.1 above, be entitled but
shall not at any time or in any way be obliged to do the following:-
(a) to perform the said obligation, covenant or undertaking on behalf
of the Tenant and/or to engage architects, contractors, workmen
and/or agents and/or enter and remain at the whole or any of the
part of the Premises, with or without such architects, contractors,
workmen and agents for such purpose; and
(b) to demand payment of all reasonable costs and expenses paid or
incurred by the Landlord resulting from the Tenant's default and/or
pursuant to Sub-Clause (a) above and any sum so demanded shall be
payable by the Tenant to the Landlord within fourteen (14) days of
the demand. A certificate from the Landlord as to the amount of
cost and expenses incurred shall in the absence of manifest error
be final, conclusive and binding on the Tenant.
12.2.2 Anything done by the Landlord pursuant to the provisions of this Clause
shall be without prejudice to any other right, remedy and power of the
Landlord in this Lease and shall not constitute a waiver or release of
the Tenant from its obligations, covenants and undertakings.
13. DESTRUCTION
-----------
13.1 Subject to Clause 13.2, if the Premises or any part thereof shall at any
time be damaged or destroyed so as to render the Premises unfit for
occupation and use (except where such damage or destruction has been
caused by, or payment of any insurance policy monies withheld in whole
or in part in consequences of any act, omission, negligence or default
of the Tenant or the Tenant's Occupiers) the Rent and Service Charge
reserved by this Lease or a fair and just proportion thereof according
to the nature and extent of the damage sustained shall be suspended
until the Premises shall again be rendered fit for occupation and use.
13.2 Notwithstanding the provisions of Clause 13.1:-
(a) after the occurrence of such damage or destruction the Landlord
may at any time and at its absolute discretion terminate this
Lease by serving one (1) month's written notice on the Tenant; or
(b) if the Premises shall continue to be unfit for occupation for a
period of more than one hundred and twenty (120) days, either the
Landlord or the Tenant shall be at liberty by giving one (1)
month's written notice to the other to terminate this Lease, and
upon a notice under either Sub-
-8-
Clause (a) or (b) above being given, this Lease shall terminate and
the Tenant shall (if still in occupation) vacate the Premises upon
the expiry of such notice without compensation from the Landlord,
but without prejudice however to any right or remedy that either
party may have against the other for any antecedent breach of this
Lease.
14. HOLDING OVER
------------
If, without any express written agreement between the Landlord and the
Tenant, the Tenant fails to deliver vacant possession of, or continues
to occupy, the Premises after the expiration or earlier determination of
the Term, the Tenant shall be deemed to be holding over and, without
prejudice to any right or remedy of the Landlord, shall pay to the
Landlord for every day of such holding over double the amount of Rent or
the prevailing market rent (whichever is higher) and double the amount
of the Service Charge and there shall be no renewal of this Lease by
operation of law or pursuant to the provisions of this Lease. During
the period of any such holding over all other provisions of this Lease
shall be and remain in affect. The provisions herein shall not be
construed as the Landlord's consent for the Tenant to hold over after
the expiration or ealier determination of the Term.
15. OPTION TO RENEW
---------------
The Tenant shall be entitled to two (2) options to renew the lease
hereunder on and subject to the terms and conditions below:-
(a) Each renewal period shall be called a Renewed Term. The first
option to renew will be for a Renewed Term of three (3) years
("First Renewed Term") commencing on the day after the expiry of
the Term, and the second option to renew will be for a Renewed
Term of two (2) years less one day ("Second Renewed Term")
commencing on the second day after the expiry of the First Renewed
Term.
(b) The Tenant shall have given written notice ("Tenant's Renewal
Notice") to the Landlord of its intention to exercise its option to
renew. The Tenant's Renewal Notice shall be given, in the case of
the first option to renew, not later than three (3) months prior to
the expiration of the Term and, in the case of the second option to
renew, not later than three (3) months prior to the expiration of
the First Renewed Term.
(c) The revised Rent payable during the First Renewed Term shall be
calculated by the formula of
URA downtown core office rental
index for fourth quarter 1996
$3.30 per sq ft X ---------------------------------
URA downtown core office rental
index for fourth quarter 1994
and the revised Rent payable during the Second Renewed Term shall
be calculated based on the formula of
URA downtown core office rental
index for fourth quarter 1999
$3.30 per sq ft X ---------------------------------
URA downtown core office rental
index for fourth quarter 1994
-9-
provided that if, within fourteen (14) days of receipt of the
Landlord's final offer of the revised Rent, the Tenant shall not
have confirmed in writing its acceptance of the Landlord's offer,
the option hereby granted shall be deemed to have lapsed and of
no effect.
(d) In the event that the particular category of URA office rental
index or by whatevername referred or called, is no longer in
production or publication by URA, then its equivalent core or
category will be used. In the further event, that this latter
core or category is no longer in production or publication, then
the equivalent office rental index from M/s Richard Ellis (Pte)
Ltd will be applicable, failing which the equivalent office rent
index from M/s Knight Frank Cheong Hock Chye and Baillieu shall
be applicable.
(e) At the time of service of the Tenant's Renewal Notice and also at
the time of expiry of the Term or the First Renewed Term (as the
case may be) there shall not be any existing breach or
non-observance of any covenants and conditions on the part of the
Tenant to be observed or performed under the lease then in force in
respect of the Premises.
(f) Each renewal shall be in respect of the whole of the Premises and
not part or parts thereof unless otherwise agreed by the Landlord
in writing.
(g) The new lease agreement for each Renewed Term shall be prepared by
the Landlord at the Tenant's expense and shall contain similar
covenants and provisions as herein contained and shall take into
account the following:-
(i) the revised Rent and revised Service Charge as agreed in
accordance with the foregoing provisions; and
(ii) in the case of the lease for the First Renewed Term, there shall
be provision for only one option to renew and, in the case of
the lease for the Second Renewed Term, there shall be no
provision for any further renewal of the lease.
(h) The Tenant shall execute and return to the Landlord or the
Landlord's solicitors the engrossed new lease agreement (in
duplicate) for that Renewed Term together with any additional
Deposit, stamp fee and any other fees and expenses payable under
the new lease agreement not later than two (2) weeks after receipt
of the same from the Landlord's solicitors.
(i) The option or options, as the case may be, granted under this
Clause shall lapse and be of no effect in the event of the Tenant's
failure to comply with this clause and the Landlord shall be free
of all obligations whatsoever to grant to the Tenant any further
term.
16. TRANSFER TO MANAGEMENT CORPORATION
----------------------------------
In the event that the Building is subdivided and a Management
Corporation is apppointed pursuant thereto, then after the transfer of
the management and operation of the Building to the Management
Corporation, (i) the provision of the Services shall cease to be the
obligation of the Landlord and (ii) the Management Corporation shall be
entitled to exercise and enforce the rights and powers of the Landlord,
and to enjoy the benefit of the obligations, covenants and undertakings
to be performed
-10-
and observed by the Tenant, under this Lease which in any way relate to
the Building and/or the management and operation of the same. All
references to the Landlord shall refer to the Landlord and/or the
Management Corporation, as the context may require.
17. MISCELLANEOUS
-------------
17.1 Notices: All communications required to be made under this Lease shall
-------
be made in writing and shall be sent to the receiving party at the
facsimile number or address and marked for the attention of the person
(if any), from time to time designated by that party to the other party
for the purpose of this Lease. The initial facsimile number, address
and person (if any) so designated by each party are:-
LANDLORD TENANT
-------- ------
Facsimile No: 447 4552 Facsimile No: 220 5197
Attention: Ms Tok Hwee Eng Attention: Mr Dennis Ang Bak Hwee
Any party may change its facsimile number and/or address and/or person
designated for the purposes hereof by written notice to the other. Any
communication from one party to the other party shall be deemed to be
received:-
(a) if delivered by hand, on the date of receipt;
(b) if sent by facsimile, at the time of confirmation of transmission
such communication to be followed by post to the address
designated; and
(c) if sent in Singapore to an address in Singapore by prepaid
registered mail, on the date two (2) days after posting;
whichever shall first occur and regardless whether such notice is
returned undelivered.
17.2 Landlord's consent: In any case where the Landlord's consent or
------------------
approval is required, such consent or approval shall be obtained in
writing before the act or event to which it applies is carried out or
occurs. Such consent or approval may be withheld or given at the
Landlord's absolute discretion or given subject to such terms and
conditions as the Landlord acting reasonably deems fit.
17.3 Costs and expenses: The Tenant agrees to pay the Landlord on a full
------------------
indemnity basis:-
(a) all the Landlord's legal costs and fees, the stamp duty and all
reasonable disbursements incurred in connection with the
preparation and completion of this Lease (in duplicate);
(b) all the Landlord's reasonable costs and expenses (including the
reasonable costs of the Landlord's solicitors, architect, engineer
or surveyor where applicable) incurred in preserving or enforcing
any of the Landlord's rights under this Lease and incurred in
connection with every application made by the Tenant for any
consent or approval required under this Lease whether or not such
consent or approval shall be granted or given.
-11-
17.4 No waiver: Knowledge or acquiescence by the Landlord of any breach by
---------
the Tenant shall not operate or be deemed to operate as a waiver of any
of the Landlord's rights in respect of such breach. Any consent or
waiver of the Landlord shall be effective only if given in writing and
shall not be construed as a consent to or waiver of any other breach of
the same or any other covenant, condition or obligation and shall not
prejudice in any way the rights, powers and remedies of the Landlord.
17.5 Title: The Landlord shall not be required to deduce its title to the
-----
Premises nor to reply to any requisitions on the title.
17.6 No Lodging of Caveat, Registration or Subdivision: The Tenant shall
-------------------------------------------------
not, at any time before, during or after the Term, register this Lease
nor lodge a caveat in respect of this Lease (or in respect of any
option to renew pursuant to this Lease) at the Registry of Land Titles
and Deeds, Singapore, nor shall the Tenant be entitled to require the
Landlord to subdivide the Building or any part thereof or to do any act
or thing which could result in the Landlord being required to subdivide
the Building or any part thereof.
17.7. No representations: The Landlord shall not be bound by any statements,
-----------------
representations or promises with respect to the Building, or in respect
of the Premises, except as expressly set forth in this Lease. The
agreement between the Landlord and the Tenant is set forth herein and
shall in no way be modified by any statements, representations or
promises made prior to the signing of this Lease. The Landlord does not
expressly or impliedly warrant that the Premises are or will remain
suitable or adequate for all or any of the purposes of the Tenant and
all warranties (if any) as to suitability and adequacy of the Premises
implied by law are hereby expressly negatived.
17.8 Severance: The illegality, invalidity or unenforceability of any
---------
provision of this Lease under the law of any jurisdiction shall not
affect its legality validity or enforceability under the law of any
other jurisdiction nor the legality, validity or enforceability of any
other provision.
17.9 Governing law and submission to jurisdiction: This Lease shall be
--------------------------------------------
construed and governed by the laws of Singapore and the Tenant hereby
irrevocably submit to the exclusive jurisdiction of the courts of
Singapore with the Landlord reserving to itself the right to proceed
under this Lease in the courts of any other country claiming or having
jurisdiction in respect thereof. The service of any writ of summons or
any legal process or arbitration notice in respect of any legal or
arbitration or other action or proceedings under or in connection with
this Lease may be effected on the Tenant by serving a copy of the writ
of summons and statement of claim or other originating or legal process
on the Tenant's registered address (or such other agent and address in
Singapore as may be notified in writing by the Tenant to the Landlord).
The Tenant hereby agrees that such service shall be deemed good and
valid service and to have been served personally on the Tenant in
accordance with the requirements of law.
-12-
SCHEDULE 1
----------
RIGHTS GRANTED TO TENANT
------------------------
TOGETHER WITH (but to the exclusion of all other liberties, easements, rights
or advantages) the rights during Operating Hours for the Tenant and others duly
authorized by the Tenant:
1. of ingress to and egress from the Premises in over and along all the
usual entrances, landings, lifts, lobbies and corridors leading thereto
and otherwise to use the Common Area for all proper purposes in
connection with the use and enjoyment of the Premises;
2. to use such toilet facilities in the Building as shall be designated
from time to time in writing by the Landlord; and
3. to enjoy the benefit of the air-conditioning system installed in the
Building (subject to the obligation of the Tenant to connect the same
to the air-conditioning distributing ducts installed or to be installed
by the Tenant in the Premises),
in common with the Landlord and all others so authorised by the Landlord or
other occupiers of the Building and all other persons entitled thereto, and all
such rights being only so far as is necessary for the use and enjoyment of the
Premises for the Permitted Use and as the Landlord can lawfully grant.
-13-
SCHEDULE 2
----------
RIGHTS RESERVED BY THE LANDLORD
-------------------------------
1. Easements
---------
The Landlord excepts and reserves unto itself the following:-
(a) the right to the free and uninterrupted passage and running of
water, gas, sewage, electricity, air-conditioning services,
telephone and other services or supplies from and to other parts
of the Building in and through the Conducting Media and ancillary
apparatus which now are or may at any time during the Term be in,
on, under or over the Premises;
(b) the right to erect scaffolding and/or protective barricades for
any purpose with or related to the Building or to do any act or
thing necessary for the safety and preservation of the Premises or
the Building or any part thereof notwithstanding that the exercise
of such rights may temporarily restrict the access to or use and
enjoyment of the Premises;
(c) the rights to light, air, support, protection, shelter and all
other easements and rights now or after the date of this Lease
belonging to or enjoyed by other parts of the Building;
(d) the rights of ingress to and egress from the Premises which the
Tenant is obliged to grant the Landlord, or for the Landlord to
exercise any of the Landlord's rights, under this Lease;
(e) the rights of ingress to and egress from the Premises, with or
without tools and equipment, for the access to the cable racks in
the Premises to effect or carry out any maintenance, repairs,
alterations or additions or installation or other works which the
Landlord may consider necessary or desirable; and
(f) the right to shutdown with a minimum notice of seven (7) days to
be given by the Landlord to the Tenant, except in the event of
emergency, all or any of the mechanical and/or electrical plants
in the Building for the purposes of upgrading, maintenance, repair,
alterations or additions or other works which the landlord may
consider necessary or desirable.
2. Power for Landlord to deal with adjoining property, Common Area and
-------------------------------------------------------------------
Building
--------
2.1 The Landlord shall have the right at any time and from time to time, at
its absolute discretion, and without the same constituting an actual or
constructive eviction of the Tenant, and without incurring any liability
whatsoever to the Tenant therefor:-
(a) to improve, renovate or alter in any way whatsoever and prescribe,
control and change the use, construction, size, configuration of or
access to or any other aspect of any part or parts of the Building
and Common Area (other than the Premises); and
(b) to deal as it may think fit with other property belonging to the
Landlord adjoining or nearby, and to alter or erect new structures
within or adjoining the Building, in such
-14-
manner as the Landlord shall think fit, whether or not such
buildings shall effect or diminish the light or air which may now
or at any time be enjoyed by the Tenant in respect of the Building,
provided that reasonable means of access to and egress from the Premises
are afforded without prejudice however to the rights of the Landlord
under any other provision of this Lease.
2.2. Nothing contained in this Lease shall confer on the Tenant any right to
enforce any covenant or agreement relating to any part of the Common
Area and any other premises or any other parts of the Building leased
or licensed by the Landlord to others or limit or affect the right of
the Landlord to deal with the same, and impose and vary any terms and
conditions in respect thereof, in any manner as the Landlord may think
fit.
3. Access to and Main Doors of the Building
----------------------------------------
3.1 The Landlord may at its absolute discretion designate, and shall have
full control over, any other means of access to the Building (in
addition to the main doors).
3.2 The Landlord may in the case of any emergency, or if required by any
competent authority, or oher circumstances rendering such action
advisable in the Landlord's opinion, prevent access to the whole or
part of the Building for so long and in such manner as the Landlord
deems necessary.
3.3 Nothwithstanding anything herein contained, the Landlord shall have the
right at all times to refuse access to the Building or part thereof or
otherwise control such access in respect of any person whose presence
might in the reasonable opinion of the Landlord be prejudicial to the
safety, character, reputation and interests of the Building or part
thereof or its tenants and occupiers thereof and their respective
employees, agents and invitees.
4. Name and Address of Building: The Landlord shall have the right at
-----------------------------
all times without obtaining any consent from the Tenant, to change
the name or number by which the Building or any part thereof (including
but not limited to the Premises) is known.
5. Rules and Regulations: The Landlord and/or its managing agent as the
---------------------
case may be, shall have the absolute right at any time and from time to
time to suspend, or amend in any way the Rules and Regulations.
6. Landlord's right to interest for late payments: Without prejudice to
----------------------------------------------
the other provisions of this Lease, if any sum payable by the Tenant to
the Landlord under the provisions of this Lease is not paid within
fourteen (14) days after its due date or after demand (if so payable),
the Tenant shall pay to the Landlord interest on such overdue sum (as
well after as before any judgment) at the rate of twelve per cent (12%)
per annum calculated on the basis of actual days elapsed and a 360-day
year, from the date on which such sum falls due for payment to the date
when sum is received in cash by the Landlord or where payment is made
by cheque, to the date when the cheque is cleared, and until such
payment, such interest shall be recoverable by the Landlord as if it
were rent payable hereunder.
7. Removal of property after expiry or earlier determination of tenancy
--------------------------------------------------------------------
7.1 If, after the expiry or earlier determination of this Lease, any
property of the Tenant shall remain at the Premises and the Tenant
shall fail to remove the same within fourteen (14) days after the
Landlord serves a notice on the Tenant to do so then
-15-
the Landlord may, as the agent of the Tenant, dispose of, as the
Landlord thinks fit, or sell such property. If the Landlord is unable to
lease, or otherwise deal with, the Premises for any period of time due
to the Tenant's failure to remove its property, the Tenant shall be
deemed to be holding over during such period and the additional Rent and
Service Charge for such period of holding over pursuant to Clause 14
shall be paid by the Tenant within fourteen (14) days of demand by the
Landlord. The Landlord shall apply the proceeds of sale of the Tenant's
property, if any, after deducting the costs and expenses of removal,
storage and sale reasonably and properly incurred by the Landlord,
towards discharging any sum due from the Tenant to the Landlord under
the provisions of this Lease, including the amount payable pursuant to
Clause 14, and shall pay the balance thereof, if any, to the order of
the Tenant.
7.2 The Tenant shall indemnify the Landlord against any and all liability
incurred by the Landlord to any third party whose property shall have
been sold by the Landlord in the bona fide belief (which shall be
presumed unless the contrary be proved) that such property belonged to
to the Tenant and was liable to be dealt with as such pursuant to this
Clause.
8. Landlord's right to assign
--------------------------
8.1 The Landlord shall be entitled to assign all its rights and interest in,
under or arising out of this Lease.
8.2 Where the Landlord assigns its rights and interest in, under or arising
out of this Lease (including the transfer of the Deposit), the Tenant
shall be deemed to have consented to such assignment and shall accept
any assignee of the Landlord as its new landlord and shall release the
Landlord from all its obligations under the provisions of this Lease
and in particular the obligation of the Landlord to refund the Deposit
and any other sums pursuant to the terms of this Lease. Where required
by the Landlord, the Tenant shall enter into and execute as a party
thereto any agreement or deed entered into or to be entered into by the
Landlord and its assignee, such agreement or deed to be prepared by and
at the expense of the assignee provided that no such agreement or deed
shall increase the Tenant's obligations hereunder or deprive the Tenant
of any rights hereunder.
-16-
SCHEDULE 3
----------
COSTS OF SERVICES
-----------------
"Service Charge" shall mean the total sum comprising of the costs of
services hereunder:-
(a) a monthly service charge of $0.40 per square foot. The initial
monthly service charge payable by the Tenant in respect of the
Premises calculated on the floor area shall be $7,005.20. Payment
of such service charge is for outgoings costs and expenses
incurred or chargeable for the provision of, including but without
limitation to, security guards and/or security system, cleaning of
Common Area and lifts and the maintenance thereof;
(b) for the provision of air-conditioning to the Premises to the
requirement of the Tenant,
(i) Service and maintenance of the Air-Conditioning Plant at
$6,545.00 per month;
(ii) Depreciation of the Air-Conditioning Plant at $6,875.00 per
month; and
(iii) Administrative charge at $2,500.00 per month;
(c) for the provision of a backup generator,
(i) Service and maintenance of the backup generator and
underground storage tank at $266.00 per month;
(ii) Depreciation of the backup generator at $1,806.00 per
month;
(iii) Administrative charge at $195.00 per month;
(iv) Cost of rental of the space for the backup generator at
$1,218.00 per month; and
(d) for the provision of electricity and chilled water supply to the
four (4) air-handling units.
(i) cost of the supply of electricity based on the reading
taken from the kilowatt hour meter and calculated in
accordance with the PUB Tariff;
(ii) cost of the supply of chilled water in accordance with the
reading from the BTU meter, based on 1.6 (being the "BTU
Conversion Factor"); and
(iii) Administrative costs at $30.00 per month.
-17-
SCHEDULE 4
----------
PART A
------
TENANT'S COVENANTS
------------------
The Tenant covenants with the Landlord as follows:-
1. Rent and Service Charge: The Tenant shall pay the Rent and the Service
-----------------------
Charge at the times and in the manner specified in Clause 4.
2. Utilities and Telecommunication Services
----------------------------------------
2.1 The Tenant shall arrange for its licensed electrical contractors to
apply to the Public Utilities Board ("PUB") and/or other appropriate
authority for the installation and testing of PUB sub-meter and shall
apply directly to the Singapore Telecommunications Ltd ("ST") or other
appropriate authority for the installation of any telex, telephone and
other telecommunication facilities. The Tenant shall pay all charges
including any taxes now or in the future imposed in respect of the
installation and supply of any equipment or appliances or telephone
lines and services and water, gas, electricity and any other services
supplied to the Premises which shall be consumed or supplied on or to
the Premises, to PUB, ST or other appropriate authority.
2.2 In the event that the PUB and/or other appropriate authority
disapproves the installation of a PUB sub-meter, the Tenant shall at
its own cost install a private meter which will be read by the Landlord
for the supply of utilities consumed by the Tenant and the Tenant shall
pay to the Landlord the actual cost of the supply thereof.
2.3 In the event of such water, gas, electricity and other services not
being supplied and metered separately to the Premises, the Tenant shall
pay to the Landlord a proportionate part of the cost of the supply
thereof, such proportionate part to be calculated by the Landlord and
notified to the Tenant by a statement in writing, such statement to be
final, conclusive and binding on the Tenant as to the amount thereof.
2.4 The Tenant shall arrange for its licensed electrical contractors to
install two (2) BTU meters to the four (4) air-handling units.
3. Property tax and goods and services tax
---------------------------------------
3.1 Property tax imposed or levied by the relevant government authority on
the Premises, or on the Building (or any part thereof) and as may be
apportioned by the Landlord or attributable to the Premises, in respect
of the duration covered by the Term shall be paid as follows:-
(a) the Landlord shall pay property tax levied on or attributable to
the Premises but such payment by the Landlord in respect of the
Premises shall not exceed property tax calculated (i) on the basis
of the annual Rent payable under this Lease and (ii) the property
tax rate applicable on the first assessment of property tax;
-18-
(b) in the event that any additional property tax is payable on
account of (i) any increase in the annual value for the Premises
which is in excess of the annual value calculated as aforesaid by
reference to the annual Rent; and/or (ii) an increase in the
property tax rate above the rate applicable on first assessment,
such additional property tax shall be borne and paid by the Tenant
to the Landlord on demand.
3.2 Objection to any assessment of annual value or imposition of property
tax on the Premises in respect of the duration covered by the Term may
be made only by the Landlord in its sole discretion.
3.3 The Tenant shall also pay and indemnify the Landlord against goods and
services tax ("GST") or any tax of a similar nature that may be
substituted for or in addition to it and chargeable in respect of Rent,
Service Charge, Deposit and all sums paid or payable by the Tenant in
connection with this Lease. The Tenant shall, unless the Landlord
otherwise consents in writing, effect payment of GST together with
payment of Rent, Service Charge, Deposit and all sums paid or payable
by the Tenant in accordance with this Lease or otherwise in such manner
and within such period to comply with or to enable the Landlord to
comply with any applicable laws or directives, and shall indemnify the
Landlord against any penalties, costs and expenses incurred by the
Landlord as a result of any breach by the Tenant of this provision.
3.4 The obligations of the Tenant under the provisions of this paragraph 3
shall continue to apply notwithstanding the expiry or earlier
determination of the Term and regardless of whether any of the
aforesaid taxes shall be assessed and/or payable to the relevant
government authority before, during or after the Term.
4. Insurance
---------
4.1 The Tenant shall, at its own cost and expense, at all times during the
Term take out and keep in force in the joint names of the Landlord and
the Tenant for their respective rights and interest (i) a comprehensive
public liability insurance policy in an amount not less than Singapore
Dollars Five million only (S$5,000,000), or in such higher amounts as
the Landlord may from time to time reasonably prescribe, in respect of
any one occurrence; (ii) insurance against all risks and damage to all
plate glass, fixtures, fittings and installations at the Premises and
all parts thereof which the Tenant is obliged under this Lease to keep
in repair for such amount as the Landlord may approve, such approval
not to be unreasonably withheld or delayed; and (iii) such other
insurance for such risks and for such amounts as the Landlord may
reasonably require.
4.2 All policies of insurance required to be effected by the Tenant shall
be taken out with an insurance company approved by the Landlord, such
approval not to be unreasonably withheld or delayed and copies of such
policies of insurance shall be produced and lodged with the Landlord by
the Tenant without demand within thirty (30) days of the commencement
of the Term and within thirty (30) days of the renewal of such
policies. On written demand at any time by the Landlord, the Tenant
shall produce forthwith to the Landlord any policy of insurance which
the Tenant is required to effect hereunder and the receipt for the last
premium payable in respect of such policy.
4.3 The Tenant shall not do anything whereby any policy of insurance on or
including the Premises taken out by the Landlord may become void or
voidable or whereby the rate of premium thereon may be increased.
-19-
5. Repair: At all times the Tenant shall repair and keep the Premises,
------
all toilet and shower facilities on the 4th storey of the Building and
the Landlord's fixtures, fittings and installations (including but not
limited to all flooring, plaster and other surface material on the walls
and ceilings and the painting and varnishing of the windows and any
glass and the Conducting Media within and serving the Premises) in good
and tenantable repair and condition, fair wear and tear excepted, and to
make good, repair, replace and reinstate any damage or breakage
howsoever caused or occuring in any part of the Premises, the toilet and
shower facilities and to the Landlord's fixtures, fittings and
installations.
6. Alterations
-----------
6.1 The Tenant shall not effect any works, extensions, alterations or
additions whatsoever to or affecting the interior or the exterior of the
Premises without the prior written consent of the Landlord, such
approval not to be unreasonably withheld or delayed. For the purpose of
seeking the Landlord's consent hereunder, the Tenant shall submit to the
Landlord all plans, specifications and details of proposed materials to
be used for any proposed alterations and additions ("Proposed Plans").
6.2 The Landlord shall be entitled to engage its architect, engineer or
other consultant(s) for the purpose of considering the Proposed Plans
and for the purpose of supervising all works carried out by the Tenant,
the fees and expenses of such architect, engineer and consultant(s)
reasonably incurred in connection therewith shall be borne by the
Tenant and forthwith paid by the Tenant to the Landlord on written
demand. If the Tenant fails to make payment within fourteen (14) days
from the date of demand, the Landlord may effect payment of the same and
all expenses so incurred by the Landlord together with interest at the
rate stipulated in paragraph 6 of Schedule 2, calculated from the date
of expenditure until the date they are paid by the Tenant to the
Landlord, shall be recoverable from the Tenant as if they were rent in
arrears.
6.3 All alterations and additions to the Premises shall only be carried
out :-
(a) in the case of any mechanical and electrical engineering works, by
a specialist contractor appointed by the Tenant and approved by the
Landlord; and
(b) in all other cases, by a contractor appointed by the Tenant and
approved by the Landlord, such approval not to be unreasonably
withheld or delayed.
6.4 No contractor, architect, engineer or other consultant, approved or
appointed by the Landlord for any purpose related to the Premises shall
in any way be deemed to be the agent or employee of the Landlord, and
the Landlord shall not in any way be liable nor responsible for any act,
omission, default, misconduct or negligence of such contractor,
architect, engineer or consultant.
6.5 The Tenant shall apply for and obtain at its own cost and expenses all
planning and other licences, permits and consents necessary or required
under law or the Rules and Regulations for its alterations and additions
and shall carry out and complete all alterations and additions to the
Premises in accordance with the Proposed Plans as approved by the
Landlord, in a good and workmanlike manner and in compliance with the
reasonable requirements of the Landlord's architect.
-20-
6.6 Subject to all the subparagraphs above, the Landlord agrees to allow the
Tenant the right to renovate and upgrade the following Common Area at
the Tenant's cost and expense, subject to the written consent by the
Landlord to the materials and design and all necessary approvals by the
relevant competent authorities, such consent not to be unreasonably
withheld:-
(i) Entrance Lobby of the Building;
(ii) Passenger Lift of the Building; and
(iii) Toilet on the 4th storey of the Building.
6.7 The Landlord agrees that the Tenant may install and maintain a card
entry system at its own cost and expense to the Premises.
7. Notices
-------
7.1 The Tenant shall immediately give written notice to the Landlord of any
damage to or at the Premises and of other accidents or damage caused to
any Conducting Media, or any fittings or fixtures or installations
serving or within the Premises provided by the Landlord or of any
circumstances which are likely to be hazardous to or jeopardise the
safety of any person or property.
7.2 The Tenant shall immediately give written notice to the Landlord of any
notice received by the Tenant from any government or public or statutory
authority relating to or affecting the Premises or the Tenant's business
thereon.
8. To permit the Landlord to inspect: The Tenant shall permit the Landlord
---------------------------------
and its servants or agents at all reasonable times and by prior
appointment to enter into, inspect and view the Premises and examine
their condition and also to take a schedule of fixtures, fittings and
installations at the Premises. Upon notice by the Landlord, the Tenant
shall repair and make good in proper and workmanlike manner all damage
or defects which the Tenant is liable for under this Lease within such
reasonable period as may be stipulated by the Landlord and to the
reasonable satisfaction of the Landlord. In case of default by the
Tenant the Landlord may, but is not obliged to exercise its rights and
powers under Clause 12.2.
9. To grant the Landlord right of access to the Premises
------------------------------------------------------
9.1 Subject and without prejudice to paragraph 9.3, the Tenant shall permit
the Landlord, and the agents, workmen and others employed by the
Landlord or by any government or statutory authority or by the other
tenants or occupiers of the Building, with or without tools and
equipment at all reasonable times, after giving to the Tenant prior
notice to enter upon the Premises:-
(a) to effect or carry out any installation, maintenance, repairs,
alterations or additions or other works which the Landlord may
consider necessary or desirable in respect of any Conducting Media,
the Services or any part of the Premises or Building or the water,
electrical, air-conditioning and other facilities and services of
the Premises or Building; or
(b) for the purpose of exercising any of the powers and authorities of
the Landlord under this Lease; or
(c) to comply with any obligation of repair, maintenance or management
affecting the Premises or the Building; or
(d) to exhibit the Premises to prospective buyers or within ninety
(90) days of the expiration of the Term or Renewed Terms as
applicable, to tenants or any other party the Landlord authorises
for the purpose of any sale, lease or tenancy, or the valuation, of
the Premises, and during the
-21-
period of ninety (90) days prior to the expiration or earlier
determination of the Term of this Lease, unless the Tenant shall have
duly exercised its option (if any) to renew the Lease herein, the
Landlord may post any "To Let" or "To Lease" sign upon the Premises; or
(e) to ascertain the Tenant's compliance with the current security
measures on fire and safety regulations as prescribed from time to
time by the Landlord or the fire or other competent authority.
9.2 The Tenant's obligations under this Lease shall not be affected by any
of the works specified in this paragraph 9 and the Landlord shall not be
liable for any inconvenience, disturbance, loss of business or any other
nuisance arising from such works.
9.3 The Tenant shall permit the Landlord, and his respective agents and/or
workmen free access into the Premises at all times in any case that the
Landlord reasonably considers an emergency.
9.4 The Landlord shall be allowed to take any tools, equipment and materials
into and upon the Premises as may be required without the same
constituting an eviction of the Tenant in whole or in part.
10. Yield up in repair at the end of the Term
-----------------------------------------
10.1 On the expiry or earlier determination of the Term (unless renewed
pursuant to the exercise of the option to renew, if any) the Tenant
shall at its cost and expense;-
(a) quietly and peaceably yield up the Premises with the fixtures,
fittings and installations (other than that belonging to the
Tenant), unless required by the Landlord to be removed, in good and
substantial and tenantable repair and condition (fair wear and tear
excepted) together with all locks, fastenings and keys to the
Premises complete (irrespective of whether the same have been
supplied by the Landlord) and, if so required by the Landlord,
shall remove all letterings, marks, signs, internal partitions,
fixtures, fittings, equipment, furniture and installations, as are
specified by the Landlord, from the Premises and reinstate the
Premises and/or the Building and/or the Common Area, in particular
but not limited to the all air-conditioning installations,
sprinkler systems and other electrical installations, ceiling,
floors, walls, doors and windows, entrance lobby, lifts, toilets
and showers (where applicable) to their original condition, fair
wear and tear excepted; and
(b) make good to the reasonable satisfaction of the Landlord all damage
to the Premises and the Building resulting from the removal of the
Tenant's belongings, reinstatement or redecoration of the Premises.
10.2 If on the expiry or earlier determination of the Term, the Tenant has
failed to comply with the above provisions, the Landlord may effect the
same at the Tenant's cost and expense. The Tenant shall be deemed to be
holding over for the period during which the works are effected by the
Landlord. All costs and expenses reasonably incurred by the Landlord,
together with the additional Rent and Service Charge pursuant to Clause
14 for the period of holding over by the Tenant, shall be paid by the
Tenant within fourteen (14) days of demand by the Landlord.
-22-
11. Loading and Electrical Installation
-----------------------------------
11.1 The Tenant shall not bring into the Building any machinery, equipment,
goods or object which, in the absolute opinion of the Landlord, will or
is likely to cause any structural or any other strain or damage to any
part of the Building. Without limiting the foregoing, the Tenant shall
not load or permit or suffer to be loaded on any part of the floors of
the Building or the Premises to a weight greater than 5 KN/m2 (or such
other weight as may be prescribed by the Landlord as being applicable to
the Premises) without the prior written consent of the Landlord and in
any case shall comply with the directions and requirements of the
Landlord, such consent not to be unreasonably withheld or delayed in
respect of the load distribution and positioning of all heavy equipment
and articles in the Premises. The Tenant shall make good and indemnify
the Landlord in respect of any damage to the Premises and Building
caused by the bringing in of any safe, items of machinery, plant,
equipment or goods.
11.2 The Tenant shall not use any equipment or device which will cause an
overload on the electrical supply to the Premises, such supply as may be
prescribed by the Landlord or otherwise agreed in writing between the
Landlord and the Tenant or in any way overload any Conducting Media in
or serving the Premises or any part of the Building.
12. Rules and Regulations: The Tenant shall itself and shall procure the
---------------------
Tenant's Occupiers to observe and perform or cause to be observed and
performed the Rules and Regulations.
13. Advertisements and signs
------------------------
13.1 The Tenant shall not place or display on the exterior of the Premises or
on the windows or inside the Premises so as to be visible from the
exterior of the Premises any name, writing, notice, sign, illuminated
sign, display of lights, placard, poster, sticker or advertisement other
than:-
(a) the name of the Tenant on the entrance doors of the Premises in a
style and manner approved by the Landlord;
(b) the name of the Tenant displayed in the indicator board in the
entrance lobby in the Building; and
(c) the name of the Tenant by way of a sign/signboard at a designated
place on the exterior of the Building in a style and manner
approved by the Landlord.
13.2 If any name, writing, notice, sign, placard, poster, sticker or
advertisement shall be placed or displayed in breach of these
provisions, the Tenant shall on being directed to do so by the Landlord
remove such name, writing, notice, sign, placard, poster, sticker or
advertisement within a reasonable period and, in the event of failing
to do so, the Landlord may carry out such removal and the Tenant shall
pay to the Landlord on demand of the reasonable expenses of so doing.
13.3 The Landlord shall be entitled to determine the hours of illumination of
any signs or objects in accordance with the such hours as from time to
time reasonably prescribed by the Landlord.
14. Compliance with statutes etc: Except where such liability may be
----------------------------
expressed within the Landlord's covenants contained in this Lease, the
Tenant shall comply in all respects with the provisions of all statutes
and regulations for the time being in force and requirements of any
competent authority relating to the occupation and use by the Tenant of
the Premises and the conduct of the Tenant's business and anything done
in or upon the Premises by the Tenant and shall indemnify the Landlord
against all actions, proceedings, claims or demands which may be brought
or made by reason of such statutes, regulations or requirements or any
default in compliance with them.
-23-
15. Indemnity by Tenant: The Tenant shall occupy, use and keep the Premises
-------------------
at the Tenant's sole risk and responsibility and shall indemnify and
keep indemnified the Landlord from and against:-
(a) all claims, demands, write, summonses, actions, suits, proceedings,
judgements, orders, decrees, damages, costs, losses and expenses of
any nature whatsoever which the Landlord may suffer or incur in
connection with loss of life, personal injury and/or damage to
property arising from or out of any occurences in, upon or at the
Premises or the use of the Premises or any part thereof by the
Tenant or by any of the Tenant's Occupiers, and
(b) all loss and damage to the Premises and any other premises or any
other part of the Building and to all property therein and all loss
of life and personal injury caused directly or indirectly by the
Tenant or the Tenant's Occupiers and in particular but without
limiting the generality of the foregoing caused directly or
indirectly by the use or misuse, or waste or abuse, of water, gas
or electricity or faulty fittings or fixtures.
16. Assignment and subletting
-------------------------
16.1 Except as provided in paragraph 16.2 below, the Tenant shall not
transfer, assign, sublet, license, part with or share possession or
occupation of, or grant to third parties any rights over, the whole or
any part of the Premises without the prior written consent of the
Landlord, such consent not to be unreasonably withheld or delayed.
Provided always that the usage of the Premises by such third parties is
similar to the Permitted Use.
16.2 The Landlord hereby agrees that the Tenant may without the consent of
the Landlord assign or sub-let the Premises to any affiliate, subsidiary
or parent company or any entity resulting through a merger or
acquisition, save that prior written notice is given to the Landlord of
such assignment or sub-letting.
16.3 A consent granted by the Landlord under paragraph 16.1 shall not
constitute a waiver of the requirement for the Landlord's consent to any
subsequent transfer, assignment, subletting, licensing, grant of
possession, mortgage or encumbrance of this Lease or the Premises or any
part thereof.
17. Name of Tenant: The Tenant shall not without the prior written consent
---------------
of the Landlord use the name of the Landlord or the Building, or any
derivative name sounding similar thereto, as part of its trade or
business name or as a trade mark or service mark or for any purpose.
-24-
PART B
------
RULES AND REGULATIONS
---------------------
The Tenant covenants with the Landlord to observe and comply with the following
Rules and Regulations, as the same may be suspended, deleted, expanded or
otherwise amended and updated in any way from time to time:-
1. Obnoxious or inflammable substances: The Tenant shall not erect nor
-----------------------------------
install any machinery or object which causes noise, fumes or vibration
which can be heard, smelt or felt outside the Premises and shall not
store in the Premises any petrol or other inflammable, explosive or
combustible substance.
2. Illegal or immoral purpose: The Tenant shall not use the Premises for
--------------------------
any noxious, noisy or offensive trade or business nor for gambling nor
betting nor any illegal or immoral act or purpose.
3. Sales, auction, exhibition or public meeting and Music: The Tenant
------------------------------------------------------
shall not hold any sales by auction nor any exhibition, public meeting
or public entertainment at the Premises. The Tenant shall not permit
any music to be played or performed in the Premises so that it can be
heard outside the Premises.
4. Pests And Livestock: The Tenant shall keep the Premises free of pests,
-------------------
rodents, vermin and shall not permit livestock of any kind to be kept at
the Premises and shall, if necessary, employ at the Tenant's cost and
expense, pest exterminators to treat and/or prevent any such
infestation.
5. Incense: The Tenant shall not burn any incense or joss sticks or permit
-------
any unusual or offensive odours to be produced upon or to permeate from
the Premises.
6. Residential Purpose And Cooking: The Tenant shall not allow any person
-------------------------------
to sleep in nor to cook at the Premises nor to use the Premises for
residential purposes.
7. Cleanliness: The Tenant shall keep the Premises and every part thereof
-----------
including all toilet and shower facilities on the 4th storey of the
Building clean and hygienic and all pipes, drains, basins, sinks and
water-closets in the Premises and such toilets and showers clean and
unblocked. The Tenant shall employ the landlord's contractor engaged
for cleaning the Building to carry out the cleaning work in and about
the Premises provided that such employment shall be at the sole expense,
risk and responsibility of the Tenant.
8. Infectious diseases: In the event of the Tenant becoming aware of or
-------------------
suspects any infectious illness set out in the Infectious Diseases Act,
Cap 137, occurring at the Premises the Tenant shall give notice thereof
to the Landlord and the proper authorities and at its cost and expense
shall fumigate and disinfect the Premises and shall comply with the
reasonable and lawful requirements in respect of the same.
9. Annoyance or nuisance: The Tenant shall not do anything which may be or
----------------------
may become a nuisance, annoyance, disturbance, an inconvenience or may
cause damage to the Landlord or any owners, tenants, licensees and
occupiers of, or any person lawfully in the Building.
10. Aerials, masts and antenna
--------------------------
10.1 The Tenant shall not erect install display affix or exhibit on or to any
part of the Premises visible to the Common Area or any part of the
Building including roof, any light, flag, notice, pole mast, wire radio
or television or satellite aerial or antenna or any loudspeaker or
similar devices at the Premises without the prior written consent of
Landlord such consent not to
-25-
be unreasonably withheld or delayed and provided always that the Tenant
shall at its own cost obtain all necessary approvals from the competent
authorities including a structural report from the engineer appointed by
the Tenant and approved by the Landlord certifying that such aerials,
masts and antenna is capable of being erected on such Common Area or
parts of the Building which report shall upon demand be produced
forthwith to the Landlord.
10.2 In the event that a satellite antenna is erected or installed at the
cost and expense of the Tenant, the Tenant agrees to pay a nominal
charge of $50.00 per antenna per month, such charge to be reviewed by
the Landlord yearly.
10.3 Any consent given may at any time be withdrawn as the Landlord may
determine having regard to:-
(a) any interferences to the telecommunications systems(s) and services
and licensed broadcasting apparatus and licensed broadcasting
services of the Landlord and/or other tenants, licensees or
occupiers of the neighbouring premises in, near and/or adjacent to
the Building; or
(b) the interest of the Building as a whole; or
(c) the interest of other tenants, occupiers and persons lawfully in
and upon the Building;
then the Tenant shall remove such aerials masts and antenna and all
costs and expenses incurred in such removal shall be borne by the
Tenant. If the Tenant shall fail to remove the same within seven (7)
days after the Landlord serves a notice on the Tenant to do so, then the
Landlord may remove such aerial mast and antenna and all costs and
expenses incurred by the Landlord shall be paid by the Tenant to the
Landlord forthwith.
11. Fire and Alarm Systems
----------------------
11.1 The Tenant shall permit the duly authorised agents or employees of
Landlord at any reasonable time by prior appointment to service and
maintain any fire or alarm systems of the Premises or the Building
11.2 The Tenant shall not install nor maintain any fire or security system at
the Premises without the prior written approval of the Landlord or which
may interfere with any fire or alarm system installed or maintained by
the Landlord for the Premises or Building.
11.3 In the event that the relevant competent authorities require the Tenant
to install a sprinkler system, the Tenant shall apply for and obtain at
its own cost and expense all licenses, permits, approvals and consents
for the installation and use of a dry sprinkler system.
11.4 The Tenant shall install and maintain the sprinkler system (whether wet
or dry sprinkler system) at their own cost and expense. Provided always
that the Tenant shall waterproof the floor of the Premises with
reasonable drainage system to the satisfaction of the Landlord against
flooding or likewise to the adjoining floors or neighbours in the
Building.
12. Loading And Electrical And Other Installations
----------------------------------------------
12.1 The Tenant shall not load nor use the floors, walls, ceiling or
structure of the Premises except in compliance with such loading limits
prescribed by any other reasonable directions of the Landlord.
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12.2 Before any machinery safe or furniture is moved into or out of the
Premises due notice must be given to the Landlord by the Tenant and the
moving of the same must be done under the supervision of a person
nominated by the Landlord and at a reasonable time approved by the
Landlord or its managing agent and at no other time.
12.3 The Tenant shall not overload at Conducting Media in or serving the
Premises and/or the Building. Without limiting the foregoing, the
Tenant shall not without the prior written consent of the Landlord,
such consent not to be unreasonably withheld or delayed install or use
any air-conditioning or cooling devices or any other electrical
devices or equipment in the Premises except those which are provided
in the Building or are shown on the plans approved by the Landlord.
The Tenant shall not do nor omit to do anything which obstructs or
interferes with or which imposes an additional loading on any
ventilation, air-conditioning or other plant or machinery serving
or electrical supply to the Premises and Building.
13. Avoidance of Landlord's insurance policies: The Tenant shall not
------------------------------------------
do anything whereby any policy of insurance on the Building, including
or in any way relating to the Premises, taken out by the Landlord may
become void or voidable or whereby the rate of premium thereon or on
the remainder of the Building may be increased. The Tenant shall
within fourteen (14) days of demand reimburse the Landlord of all sums
paid by way of increased premiums and all expenses incurred by the
Landlord as a result of a breach of non-observance by the Tenant of
this covenant. The Landlord will on request of Tenant provide
relevant details of the policy to enable to Tenant to comply with the
provisions of this paragraph. The Tenant shall provide one or more
efficient fire extinguishers of a type approved by the Landlord and to
take such other precautions against fire as may be deemed necessary
by the Landlord or its insurers.
14. Vendors: The Tenant shall not without the prior written consent of
-------
the Landlord permit the vendors of food or drink or the servants or
agents of such vendors to bring to the Premises or the Building food
or drink for consumption by the occupiers or others in the Premises
save and except in the case of the contractor who has been given the
right by the Landlord to provide a food and drink service for the
occupiers of the Building.
15. Building Exterior, Windows And Security
---------------------------------------
15.1 The Tenant shall ensure that the decor and design of the exterior of
the Premises and the interior of the Premises which is visible from the
outside (including all blinds, shades, awnings, window ventilators and
other fittings and fixtures) shall conform to the reasonable
requirements and standards of the Landlord as to design quality and
appearance. The Tenant shall not make any changes to such external and
internal parts without the prior written consent of the Landlord, such
consent not to be unreasonably withheld or delayed and shall remove any
object or fitting or fixture which in the absolute opinion of the
Landlord is incongruous with or may detract from the general appearance
of the Building.
15.2 The Tenant shall keep the windows of the Premises closed at all times
and shall take such steps as may be necessary to prevent air leakages
and excessive infiltration of air from outside the Building into the
Premises and shall not do any act or thing whereby the working of the
air circulating plant in the Building shall be effected.
15.3 The Tenant shall ensure that all doors of the Premises are safely and
properly locked and secured when the Premises are not occupied and shall
use its best endeavours to protect and keep the Premises and any
property contained therein from theft or robbery. The Landlord reserves
the right by its agent caretaker
-27-
employees servants and workmen to enter and fasten the same if left
insecurely fastened. The Landlord will provide keys for locks on doors
or other openings of the Premises and the Tenant will return to the
Landlord on the determination of the tenancy all such keys and shall not
permit the same at any time to come into the possession or control of
any person other than the Tenant its servants or agents and others duly
authorised by the Tenant.
16. Obstruction
-----------
16.1 The tenant shall not cover nor obstruct nor permit to be covered or
obstructed in any manner (other than in compliance with paragraph (15))
the windows, sky-lights or ventilating shafts or air inlets or outlets
which reflect or admit light or enable air to flow into or out of the
Premises or any part of the Building.
16.2 The Tenant shall not in any way obstruct nor permit the obstruction of
any Common Area and in particular shall not permit any bicycles, motor
cycles or scooters, trolleys and other vehicles for transportation to be
parked nor permit the stocking or storage or littering of any goods or
garbage in any Common Area (other than at the proper lots and areas
designated by the Landlord for the parking of vehicles, the loading and
unloading of goods and the storage or disposal of garbage).
17. Use of conveniences: The Tenant shall not throw nor place nor permit to
-------------------
be thrown or placed in the lift shafts, water-closets or other
conveniences in the Building any rubbish or waste or any other
materials, and the Tenant shall on demand pay to the Landlord the
reasonable costs of repairing any damage or renewal of such rubbish or
waste or other materials to such lift shafts, water-closets or other
conveniences arising therefrom.
18. Use of lift
-----------
18.1 The Tenant shall ensure that only small and light articles such as
brief-cases, attache cases and handbags are placed into or transported
by the passenger lift and that only the hoist lift prescribed by the
Landlord is used to transport any bulky or heavy object including but
not limited to furniture, merchandise, machinery and equipment.
18.2 The Tenant shall not permit nor allow the contractors, workmen or
cleaners (with or without equipment and tools) engaged by the Tenant to
use the passenger lift of the Building and shall ensure that they use
only the hoist lift prescribed by the Landlord.
19. Carparks, Temporary parking and Loading bays
--------------------------------------------
19.1 The Tenant shall use the carparks in the Building lawfully and in
compliance with all rules and regulations prescribed in respect of
the same by the Landlord. Subject to the aforesaid, the Landlord will
allot ten (10) season carpark lots ("the carpark lots") to the Tenant
and the Tenant shall pay carpark charges (including all taxes) as may be
levied or revised from time to time by the Landlord for the use of the
carpark lots, and such sums shall be payable as additional rent.
PROVIDED HOWEVER THAT at any time during the Term or a Renewed Term, the
Landlord may in its absolute discretion vary the number of carpark lots
or withdraw the carpark lots or any of them if the Landlord ceases to
have the right or authority to allot such season carpark lots or if such
allotment shall be in breach of any governmental or statutory or Rules
and Regulations, or any contractual obligation of the Landlord or if the
Landlord requires the carpark lots for any purposes whatsoever.
-28-
19.2 The Tenant shall not load nor unload any objects (including but not
limited to furniture, merchandise, machinery and equipment) except at
the loading and unloading bays or areas designated by the Landlord and
so as not to cause congestion nor inconvenience to any other user and at
all times shall comply with the reasonable directions of the Landlord's
employees or agents in respect of the use of the same.
20. Soliciting: The Tenant shall not solicit business, display or distibute
-----------
advertising material in the carparks or any Common Area or use the same
for business or commercial purposes except in such manner and under such
conditions as may be approved from time to time by the Landlord.
21. Landlord's Housekeeping Rules
-----------------------------
21.1 The Tenant shall itself and shall procure the Tenant's occupiers to
observe and perform or cause to be observed and performed the Landlord's
Housekeeping Rules annexed hereto as Annexure B or such other rules and
regulations as the Landlord may make or amend or change from time to
time.
21.2 The Tenant shall participate in the Housekeeping Committee established
under the Housekeeping Rules by providing that one (1) representative of
the Tenant shall sit in the Housekeeping Committee.
22. Fire Drills: The Tenant shall itself and shall procure the Tenant's
-----------
occupiers to participate in any fire drills conducted by the Landlord
or any other competent authorities.
-29-
SCHEDULE 5
----------
LANDLORD'S COVENANTS
--------------------
The Landlord hereby covenants with the Tenant as follows:-
1. Quiet enjoyment: That the Tenant paying the Rent and Service Charge
---------------
and performing the Tenant's covenants reserved by and contained in
this Lease may lawfully and peaceably hold and enjoy the Premises
throughout the Term without any interruption by the Landlord or by any
person lawfully claiming through, under or in trust for the Landlord.
2. Property tax: To pay the property tax rate assessment impositions
------------
levied or charged upon the Premises and the Building except such as are
herein stated to be paid by the Tenant.
3. Management of the Building: Subject always to the provisions of Clause
--------------------------
11 to provide the following services (collectively called the
"Services"):-
(a) to keep the roof, foundations, load bearing walls and beams and
all external walls of the Building and the Common Area, and the
Conducting Media in or serving the Common Area, in good and
tenantable condition and repair (fair wear and tear excepted);
(b) to insure and keep insured the Building (excluding fittings and
fixtures installed by the Tenant and any other parts of the
Premises which the Tenant is obliged in this Lease to insure)
against damage by fire and such other risks as the Landlord may
deem fit; and
(c) to provide:-
(i) an Air-Conditioning Plant;
(ii) central air-conditioning twenty-four (24) hours of each day,
seven (7) days a week at 50% relative humidity;
(iii) a backup generator capable of providing power supply for eight
(8) hours Provided always that the Tenant shall bear and pay to
the Landlord on demand cost and expense reasonably incurred by
the Landlord in operating the backup generator including but not
limited to costs of fuel and labour. The backup generator shall
supply power to the Premises at 200 AMP, 400/230V, 3-phase/1-
phase, 50 Hertz four (4%) per cent, 4-wire system (either TN-S
or TT system);
(iv) air-conditioning supply from the backup generator (when in
operation) of 50 tons;
(v) electricity for the lighting of the passages, corridors,
staircases, lifts and water-closets of the Common Area and water
for the water closets;
(vi) a hoist lift to and from the ground floor loading dock and the
Premises twenty-four (24) hours of each day;
(vii) passenger lift service during the Operating Hours;
-30-
(viii) security of the Building in such manner to be decided by the
Landlord for twenty (24) hours of each day (but not so as to
render the Landlord liable for any loss or damage sustained by
the Tenant or the Tenant's Occupier through the neglect,
default, failure, negligence or misconduct of the security
guard(s) and/or security system as the case may be) and such
additional security facilities as may be required having regard
to the Tenant's Permitted Use of the Premises, such additional
security facilities shall be borne by the Tenant.
-31-
ANNEXURE A
[FLOOR PLAN]
CITY SOUTH EXCHANGE
4TH STOREY PLAN
-32-
ANNEXURE B
----------
LANDLORD'S HOUSEKEEPING RULES
-----------------------------
The Tenant and/or the Tenants' Occupiers, as the case may be, shall adhere,
abide and comply with the following:-
1. To carry out a joint fire safety inspection with the Landlord
immediately after the Tenant's occupation of the Premises.
2. To allow the Housekeeping Committee members of the Landlord to inspect
the Premises within office hours on reasonable notice being given to the
Tenant and to comply with all recommendations made.
3. Display the Identification Card prominently at all times when in the
Premises/Building.
4. Ensure that visitors of the Tenant are at all times accompanied by the
Tenant where such visitors are on or remain in the Premises/Building.
5. Ensure that visitors of the Tenant are met by the Tenant at the Security
Guard post.
6. Not to smoke within the exchange areas or such other areas of the
Building designated as "No Smoking" areas or where "No Smoking" sign is
displayed.
7. Not to bring in personal electrical or electronic appliances, equipment
or apparatus.
8. Not to gamble in any form whatsoever whilst in the Premises at all
times.
9. Ensure that only persons authorized by the Tenant be allowed to enter or
remain in the Premises/Building.
10. Not to remain in the Premises after normal office hours without
authorization from the Landlord.
11. Ensure that all vehicles (including bicycles) must be parked at
designated parking lots or at areas designated for parking.
12. Ensure that all contractors keep the Station Manager or Principal
Housekeeper of the Landlord informed by prior written notice at all
times of any work which such contractors would be carrying and/or are
being carried out.
13. Ensure that all Hot Works of the Tenant be carried out under the
supervision of a qualified competent supervisor in the relevant trade
when such Hot Works are being carried out or in progress.
14. Ensure that all workers of the Tenant be confined or restricted to only
their designated work place whilst on the Premises.
15. Not to sleep on or bring food to eat at the Premises.
16. Ensure that all rubbish be cleared promptly and on a daily basis.
17. Not to touch, handle or in any way deal with the Landlord's
telecommunication equipment and cables found on the Premises or Building
whether in operation or otherwise.
-33-
IN WITNESS WHEREOF the parties have executed this Lease the day and year
first above written.
Signed by )
for and on behalf of ) /s/ B.G. Lee Hsien Yang
SINGAPORE TELECOMMUNICATIONS ) Executive Vice President
LIMITED in the presence of:- ) (Local Services)
Signed by )
for and on behalf of )
FOUR MEDIA COMPANY ASIA PTE LTD ) /s/ Robert Walston
in the presence of:- )
/s/ Karen Zortman [Notary Stamp of Karen Zortman]
-33-
[COMPANY LETTERHEAD]
Date:
FOUR MEDIA COMPANY ASIA PTE LTD
Dear Sir:
LEASE AT 4TH STOREY AND PART OF 6TH STOREY OF CITY SOUTH EXCHANGE
We refer to the Lease Agreement dated 1994 between ourselves
and yourselves for the lease of the above premises.
With reference to Clause 7 of the Lease, we acknowledge that you are
providing to MTV Asia LDC the services as described in the definition of
"Permitted Use" in Clause 1.1 of the Lease. This acknowledgement does
not in any way whatsoever agree, confirm or imply any obligations
(contractual or otherwise) between ourselves and MTV Asia LDC.
In respect of Schedule 2 Paragraph 3.3, we wish to confirm that in
exercise of our right under this paragraph, access will be denied to any
performer engaged by MTV or your other clients because of appearance,
reputation, content and style of performance, until and unless it is
properly verified that the identity of the performer is from MTV or your
other clients.
Yours faithfully
SINGAPORE TELECOMMUNICATION'S LIMITED
------------------------------------------------------------------------
We, Four Media Company Asia Pte Ltd, confirm our agreement to the
aforesaid acknowledgement and confirmation by Singapore
Telecommuncations Limited in respect of the Lease Agreement
dated 1994.
Yours faithfully