Clause | Headings | Page | ||||
1. |
INTERPRETATION | 1 | ||||
2. |
AGREEMENT TO LEASE | 8 | ||||
3. |
DELIVERY OF VACANT POSSESSION | 8 | ||||
4. |
PAYMENT OBLIGATIONS AND LTA AGREEMENT | 8 | ||||
5. |
SECURITY DEPOSIT | 9 | ||||
6. |
EXTERNAL AUDITORS | 10 | ||||
7. |
DEVELOPMENT INVESTMENT | 10 | ||||
8. |
PLANNING PARAMETERS | 11 | ||||
9. |
PLANNING APPLICATION | 11 | ||||
10. |
ACCEPTED PROPOSAL | 11 | ||||
11. |
PERMITTED USE | 12 | ||||
12. |
CONSTRUCTION | 12 | ||||
13. |
INFRASTRUCTURE WORKS AND LTA AGREEMENT | 13 | ||||
14. |
SUBDIVISION OF LAND AND STRATA SUBDIVISION OF BUILDING | 14 | ||||
15. |
DESIGNATED SITE, CASINO CONCESSION AND CASINO LICENCE | 15 | ||||
16. |
LISTING | 16 | ||||
17. |
ACCOUNTS AND REVIEW OF KEY ATTRACTIONS | 16 | ||||
18. |
STATE AND CONDITION | 16 | ||||
19. |
SURRENDER OF LAND | 17 | ||||
20. |
SURVEY | 17 | ||||
21. |
MANAGEMENT AND MAINTENANCE | 18 | ||||
22. |
ASSIGNMENT OF LEASE AND SUB-LETTING | 18 | ||||
23. |
RIGHT TO MORTGAGE | 18 | ||||
24. |
INSURANCE | 19 | ||||
25. |
PROVISIONS OF RFP AND NON-MERGER | 19 | ||||
26. |
PROPERTY TAX, OUTGOINGS AND UTILITIES | 20 | ||||
27. |
DETERMINATION OF LEASE | 20 | ||||
28. |
YIELDING UP ON EXPIRY OF TERM | 21 | ||||
29. |
INDEMNITY | 22 | ||||
30. |
EXECUTION OF LEASE | 22 | ||||
31. |
REVERSION | 22 | ||||
32. |
LEGAL COSTS AND DISBURSEMENTS | 22 | ||||
33. |
NOTICES | 23 | ||||
34. |
CONSENTS AND APPROVALS | 23 | ||||
35. |
VARIATION, AMENDMENT OR WAIVER | 23 | ||||
36. |
LIABILITY OF PARTIES | 24 | ||||
37. |
SEVERANCE | 24 | ||||
38. |
RIGHTS OF THIRD PARTIES | 24 | ||||
39. |
COMPETITION ACT | 24 | ||||
40. |
GOVERNING LAW AND JURISDICTION | 24 | ||||
ANNEXURE “A” | 25 | |||||
ANNEXURE “B” | 26 | |||||
ANNEXURE “C” | 28 |
(i) | SINGAPORE TOURISM BOARD, a body corporate established under the Singapore Tourism Board Act (Cap. 305B) and having its principal office at No. 1 Orchard Spring Lane, Tourism Court, Singapore 247729 (hereinafter called “the Lessor”) of the one part; and | |
(ii) | MARINA BAY SANDS PTE LTD, a company incorporated in the Republic of Singapore and having its registered office at No. 9 Raffles Place #12-01 Republic Plaza, Singapore 048619 (hereinafter called “the Lessee”) of the other part. | |
WHEREAS: |
NOW IT IS HEREBY AGREED as follows: | ||
1. | INTERPRETATION | |
1.1 | Definitions | |
In this Agreement, including the recitals, unless the context otherwise requires: | ||
“Accepted Proposal” means the detailed concept proposals, reports, plans, designs, perspectives, drawings and scale model(s) (including where applicable, such amendments thereto as may be made by the Lessee with the approval of the Lessor) and the Development Investment amount to be expended for the development submitted by the Lessee, pursuant to and in compliance with the RFP relating to the construction, development and establishment of the IR and accepted by the Lessor; | ||
“Approved Mortgagee” means any bank licensed under the Banking Act (Cap. 19) or any finance company licensed under the Finance Companies Act (Cap. 108), or such other mortgagee as may be approved by the Lessor in writing; | ||
“Banker’s Guarantee” means the unconditional guarantee(s) to be provided by the Lessee pursuant to Clause 5 of this Agreement from a bank(s) licensed with the Monetary Authority of Singapore and acceptable to the Lessor and in the format annexed hereto and marked as Annexure “B” and which shall be payable on demand in writing being made by the Lessor; | ||
“Bayfront Promontory” means that part of the Land at Location Y as shown on the Land Parcel Plan (Guide Plan No. B1.1C) attached to the Planning Parameters; | ||
“Business Day” means any of the days from Monday to Friday inclusive, other than a day which is a public holiday in Singapore; |
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“Casino” means those areas of the IR identified in the Proposal comprising: |
(i) | the areas which shall not exceed the maximum approved gaming area of 15,000 square metres allowed by the Regulator for the conduct and playing of permitted games; and | ||
(ii) | the ancillary areas which relate directly to its operation and functioning including food and beverage outlets in or directly adjacent to the maximum approved gaming area, money counting, surveillance, accounting and storage. |
For the avoidance of doubt, such ancillary areas shall not be counted towards the maximum approved gaming area of 15,000 square metres; | ||
“Casino Concession” means the privilege conferred on the Lessee to locate the Casino on the Designated Site subject to the Legislation; | ||
“Casino Licence” means the licence to be granted by the Regulator for the Casino on the Designated Site pursuant to the Legislation and includes such renewal thereof from time to time; | ||
“Commence Construction” means: |
(i) | the obtaining of the Permit to Commence Building Works, issued by the Building and Construction Authority (BCA) for the purpose of the development of the IR on the Land; and | ||
(ii) | the commencement of the building works thereon; |
“Competent Authority” means any government department, statutory board or body or any other government authority or person: |
(i) | having jurisdiction over any of the parties to this Agreement in respect of the relevant subject matter; and/or | ||
(ii) | from which a permit, licence or form of approval or sanction is required under any applicable Law in Singapore, |
and “Competent Authorities” means all of such government departments, statutory boards or bodies or such other government authorities or persons together; |
“Completion” means: |
(i) | the completion of the construction of the IR or part thereof on the Land with TOP issued therefor under the Building Control Act (Cap. 29); and | ||
(ii) | the application of all finishing material, gaming equipment, furniture, fittings, furnishings and such other built-in and loose items bringing the IR or such part thereof to a state of operational readiness to receive visitors, |
and where no TOP is required to be issued for any part of the IR, completion of such part under paragraph (i) shall mean the written confirmation of the relevant Competent Authority that it is completed in accordance with its requirements and to its satisfaction and where the Planning Parameters make specific provisions for the completion of any part of the IR or any item of works, completion of such part or item under paragraph (i) shall mean completion in accordance with such specific provisions and “Complete” and “Completed” shall have corresponding meanings; | ||
“Concession Period” means in relation to the Casino Concession, the period of thirty (30) years from the Effective Date and includes any renewal or extension thereof from time to time; | ||
“CSC” means the Certificate of Statutory Completion issued under Section 21 (2) of the Building Control Act (Cap. 29) certifying that the new buildings to which the CSC relates have been completed in accordance with the provisions of the Building Control Act and the regulations made thereunder and that occupation of the buildings is permitted; | ||
“CST” or “Common Services Tunnels” means the system of underground tunnels within the Marina Bay area, housing utility services, pipes, cables, apparatus and equipment for the purpose of distribution of electricity, potable water, chilled water, NEWater, telecommunications cables and the future pneumatic refuse conveyance pipe; |
Initialled by |
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“CST Structure” means the ventilation shaft cum entrance / exit structure for the CST required to be constructed by the Lessee within the Land pursuant to Clause 13 of this Agreement; | ||
“DCS” means the whole of the facility known as “District Cooling System” used for or in connection with the provision of DC Services comprising one or more district cooling plants, one or more chillers or similar cooling units, district cooling pipes and other apparatus including metering equipment but excluding the whole of the IR’s own internal cooling system; | ||
“DC Licensee” means the person licensed to provide DC Services under the District Cooling Act (Cap. 84A) and who will be operating and maintaining the DCS; | ||
“DC Services” means the sale of coolant for space cooling in a service area by a licensee under the District Cooling Act operating a central plant capable of supplying coolant via pipe to more than one building in the service area; | ||
“DCS Spaces” means all such spaces within the Land to be provided by the Lessee and upon which the Lessee shall, in accordance with the provisions of the Planning Parameters, construct such buildings or structures for the installation of the DCS or part thereof by the DC Licensee; | ||
“Designated Site” means the parcel of land designated under the Legislation as the site upon which a casino may be located for a period of thirty (30) years; | ||
“Development Investment” means the amount as stated in Clause 7 of this Agreement to be paid or incurred by the Lessee in the development of the whole of the IR (if the IR is developed in a single-phase) or in the development of the First Phase of the IR in: |
(i) | fixed asset investment such as the construction, building and fitting-out costs; and | ||
(ii) | tangible movable assets such as gaming equipment, furniture and exhibits (e.g. art pieces) that are included in the IR’s inventory list and are displayed or stored permanently within the IR, |
but excluding the Land Premium; | ||
“Effective Date” means the date of the signing of this Agreement; | ||
“Electrical Substation” or “ESS” means the proposed 230/22kV electrical substation which is being planned as a new mode of electrical supply and part of the infrastructure provisions for the Marina Bay area in accordance with the provisions of the Planning Parameters; | ||
“ESS Contribution” means the sum of Singapore Dollars Seven million and eight hundred thousand (S$7,800,000.00) being the Lessee’s contribution towards the costs of construction of the ESS; | ||
“Event of Default” means any, each or all (as the context may require) of the events as provided in Clause 27 of this Agreement; | ||
“Event Plaza” means the event space fronting Marina Bay for the staging of events and marked on the Land Parcel Plan (Guide Plan No. B1.1C) at Zone X to be designed and constructed by the Lessee at its own expense subject to and in accordance with the Planning Parameters; | ||
“Exclusivity Period” means the period from the Effective Date until ten (10) years after the date of signing of the Sentosa Development Agreement; | ||
“External Auditors” means the auditors appointed to undertake the auditing and certification of the Completion of the Proposed GFA and the expenditure by the Lessee towards the Development Investment for the duration of the development of the IR, which auditing is to be conducted on a progressive basis until the whole of the IR (if the IR is developed in a single-phase) or the First Phase, as the case may be, is Completed and one hundred percent (100%) of the Development Investment has been paid or incurred; | ||
“External Auditors’ Confirmation” means the written confirmation of the External Auditors in relation to the amount of the Development Investment that the Lessee has paid or incurred and whether the whole of the IR (if the IR is developed in a single-phase) or the First Phase, as the case may be, is Completed; |
Initialled by |
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“First Phase” means, where the IR is to be developed in phases, the construction of: |
(i) | such part(s) of the IR as the Lessee may decide to form part of the first of such phases; | ||
(ii) | the Event Plaza and the Waterfront Promenade on Parcel A1, Parcel AW1 and Area AP as marked on the Land Parcel Plan (Guide Plan No. B1.1C); and | ||
(iii) | such parts of the IR on or within the Bayfront Promontory, Parcel A2, Parcel A3, Parcel A4, Parcel A5, Parcel A6 and Parcel A7, |
all of which are to be Completed under the first of such phases of the development of the IR subject to the Proposed GFA; | ||
“Force Majeure” means any event or occurrence which is outside the reasonable control of the party concerned and which causes or results in delay in the performance by a party of any of its obligations under this Agreement, and which is not attributable to any act or failure to take preventive action by the party concerned, including (but not limited to): |
(i) | act of God, lightning, storm, flood, fire, earthquake, explosion, cyclone, tidal wave, landslide, adverse weather conditions; | ||
(ii) | strike, lockout or other labour difficulty, but not any industrial action occurring within the Lessee’s organisation or within any sub-contractor’s organisation; or | ||
(iii) | act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic; |
“Foreshore” means the land between the coastline (high water mark) and the mean low water mark of the ordinary spring tides, including associated beaches, rock and the inter tidal area; | ||
“Goods and Services Tax” or “GST” means the goods and services tax payable under the Goods and Services Tax Act (Cap. 117A); | ||
“Government” means the Government of the Republic of Singapore as a whole including all its Ministries, government departments, organs of State and shall include any officer or person authorised by the Government to act on its behalf; | ||
“Grant of Written Permission” means the written approval of the Competent Authority under the Planning Act for the proposed development of the IR on the Land and includes any approval of the Competent Authority for any amendment or variation to the approved plans made with the prior written approval of the Lessor; | ||
“Gross Floor Area” or “GFA” means: |
(i) | the gross area of all covered floor space (whether within or outside a building and whether or not enclosed) measured between party walls including the thickness of external walls where there are such walls; and | ||
(ii) | the gross area of floor space in an open area used as a beer garden, drive-in, eating area or for other similar commercial purposes, |
but excludes any covered area as may be allowed under the Planning (Development Charges) Rules; | ||
“Gross Plot Ratio” refers to the ratio of the Gross Floor Area of a building(s) to its site area; | ||
“Gross Revenue” means all payments, revenue or gross receipts from sales paid to or collected by the Lessee and the Lessee’s tenants and sub-lessees, from the use of the public attractions and facilities on those parts of the IR (other than the Casino) and shall include but not be limited to: |
(i) | gross sales or revenue from orders or contracts of sales for supply of services which are entered into by the Lessee, whether or not the same are placed or concluded on such part of the IR; | ||
(ii) | sale of consumable goods like food and drinks/beverages; |
Initialled by |
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(iii) | sale of any merchandise and souvenirs etc; | ||
(iv) | sale of any gate charges, admission fees to attractions and gated commercial outlets whether operated by the Lessee or by third parties under sub-letting or any other arrangements by the Lessee as permitted under the Agreement; | ||
(v) | membership fees; | ||
(vi) | all deposits forfeited in favour of the Lessee; | ||
(vii) | all or part of the selling price of gift certificates; | ||
(viii) | any fee, taxes (except the GST payable) or commission included in the selling prices paid by or collected from customers; and | ||
(ix) | any other consideration excluding any benefit in kind received by the Lessee monthly from the use and operations on any such part of the IR (other than the Casino); |
“Insurance Performance Bond” means the unconditional performance bond to be provided by the Lessee pursuant to Clause 5 of this Agreement from an insurance company licensed with the Monetary Authority of Singapore and acceptable to the Lessor and in the format annexed hereto and marked as Annexure “B” and which shall be payable on demand in writing being made by the Lessor; | ||
“Integrated Resort” or “IR” means the large scale development to be constructed, developed and established on the Land by the Lessee in accordance with the terms and conditions of the RFP and this Agreement with a comprehensive range of integrated and synergised amenities for recreation, entertainment and lifestyle uses which may include hotels, MICE facilities, retail, dining, entertainment shows, themed attractions and casinos to provide a total experience for visitors (whether for business, MICE or leisure purposes) through creative programming, branding and marketing, but shall exclude any residential (other than Serviced Apartments) or independent office use; | ||
“Key Attractions” means all of the following attractions, facilities or buildings proposed by the Lessee in the Accepted Proposal to be developed and established on the Land during the Lease Term: |
(i) | MICE facilities and supporting areas with a GFA comprising 110,390 square metres and which shall include 41,000 square metres of exhibition hall public areas, meeting room public areas of 48,000 square metres and a column-free grand ballroom of 9,200 square metres with a seating capacity for at least 7,500 persons for a banquet, 8,000 persons for a stage performance or 12,500 persons for an auditorium style lecture; | ||
(ii) | two (2) state-of-the-art theatres with a total area of 13,060 square metres and 2,000 seats each equipped to cater for ‘live’ broadcast of gala events; | ||
(iii) | an art science museum with a total area of 20,500 square metres including an 800 seat conference hall and meeting rooms for wide-ranging exhibitions and a nightly light and water show on the rooftop amphitheatre; | ||
(v) | a park of 10,000 square metres at the top of the three (3) tower blocks comprising the hotel, with a section which shall be accessible to the public; | ||
(vi) | food and beverage areas with a total area of 14,915 square metres which shall include a net area of 10,100 square metres comprising of : |
(a) | six (6) signature restaurants featuring award winning chefs, to be known as “Celebrity Chef Restaurants”; and | ||
(b) | two (2) floating pavilions on the water fronting the Waterfront Promenade; and |
(vii) | the Event Plaza with hydraulic steps for accommodating up to 10,000 persons |
“Land” means all those pieces or parcels of land at Marina Bay, along Bayfront Avenue as shown delineated and marked on the Land Parcel Plan (Guide Plan No. B1.1C) attached to the Planning Parameters marked as Annexure “A” comprising of Parcel A1 together with: |
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(i) | such stratum of subterranean space in Parcel A2, Parcel A3, Parcel A4 and Parcel A5; | ||
(ii) | such stratum of air space in Parcel A6; | ||
(iii) | such strata of air and subterranean space in Parcel A7; and | ||
(iv) | part of the foreshore and sea-bed within Parcel AW1 and Parcel AW2 |
or any such pieces or parcels of land (whether subterranean space, airspace, foreshore or seabed) as may be approved by the Competent Authorities; | ||
“Land Premium” means the sum of Singapore Dollars One thousand and two hundred million (S$1,200,000,000.00) (exclusive of GST which shall be paid by the Lessee) to be paid by the Lessee to the Lessor for the Land; | ||
“Law” means the provisions of all existing or future Act of Parliament, ordinances, orders, bye-laws, rules or regulations and includes the Legislation; | ||
“Lease” means the instrument of lease in the format annexed hereto and marked as “Annexure C” (with such modifications (if any) as may be agreed upon between the parties to this Agreement) as may be granted by the Lessor to the Lessee for the lease of the Land for the Lease Term and for the development thereon of the IR; | ||
“Lease Term” means the term of sixty (60) years less one (1) day commencing from the Effective Date; | ||
“Legislation” means the law enacted or to be enacted by the Government relating to the establishment of the Regulator and gaming in casinos in Singapore and includes all rules and regulations and all amendments, supplements, modification or re-enactment thereof from time to time; | ||
“Letter of Notification” means the letter dated the 26th day of May 2006 from the Lessor to the Lessee prior to the execution of this Agreement, notifying the acceptance of the Proposal, including where applicable, such minor refinements as may be required by the Lessor; | ||
“LTA” means the Land Transport Authority of Singapore, a body corporate established under Land Transport Authority of Singapore Act (Cap. 158A); | ||
“LTA Agreement” means the Agreement to be executed between LTA and the Lessee on the 22nd day of August 2006 for the provision of the RTS and roadworks within and/or outside the Land at Marina Bay; | ||
“LTA Land Conditions” means the covenants, terms and conditions as set out in Section 2, Schedule 2 of the LTA Agreement to be complied with by the Lessee in relation to the Land; | ||
“Management Agent” means the company appointed by the Lessee pursuant to a management agreement to manage and operate the Casino; | ||
“MICE” means meetings, incentive travel, conventions and exhibitions; | ||
“Notice of Approval” means the written approval of the Commissioner of Building Control as the Competent Authority of the building plans for the proposed development of the IR on the Land and includes any approval of any amendment or variation to the approved plans made, with the prior written approval of the Lessor, by the Competent Authority supplemental thereto; | ||
“Permissible GFA” means the GFA permitted for the Land which shall not exceed 570,000 square metres; | ||
“Permit to Commence Building Works” means the written approval of the Commissioner of Building Control as the Competent Authority for the commencement of construction works for the development of the IR on the Land; | ||
“Planning Parameters” means the comprehensive guidelines on the planning, design, infrastructural and technical requirements applicable to the Land in relation to the construction and development of the IR as set out in the following Annexes of the RFP and as amended, varied and clarified by any corrigendum, addendum and clarifications issued by the Lessor |
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during the period from the 15th day of November 2005 to the 29th day of March 2006 (both dates inclusive), which are to be complied with by the Lessee in all material respects: |
(i) | Annex B1 entitled “Planning, Design and Infrastructure Requirements for the Integrated Resort at Marina Bay” together with the plans attached thereto in Annex B1.1, Annex B1.2 and Annex B1.3; and | ||
(ii) | Annex B2 entitled “Technical Requirements for the Integrated Resort at Marina Bay” together with the plans attached thereto in Annex B2.1, the “Land Transport Authority Requirements for Provision of Proposed Rapid Transit System and Roadworks” attached thereto in Annex B2.2, and the “Singapore District Cooling Requirements for the Integrated Resort at Marina Bay” attached thereto in Annex B2.3; |
“Planning Permission” means all the planning approvals granted to the Accepted Proposal by the Competent Authorities including the Grant of Written Permission, the Notice of Approval, the Permit to Carry Out Building Works and all such conditions and directives stipulated by the Competent Authorities in relation to the construction, development and operation of the IR; | ||
“Proposal” means the detailed concept proposal, reports, plans, designs, perspectives, drawings and scale model(s) and the proposed Development Investment amount to be expended for the development submitted by a Proposer pursuant to and in compliance with the RFP relating to the construction, development and establishment of the IR; | ||
“Proposed GFA” means the GFA for the First Phase or for the whole of the IR (if the IR is developed in a single phase), as the case may be, proposed by the Lessee in the Accepted Proposal and to be complied with, in the development, and which shall not be less than 270,000 square metres; | ||
“Rapid Transit System” or “RTS” means the comprehensive system of rail network running underground and above-ground connecting the city centre to the all other parts of Singapore; | ||
“Regulator” means the Casino Regulatory Authority of Singapore to be established under the Legislation as the regulatory body to administer the system for the licensing, supervision and control of casinos and their operations in Singapore; | ||
“Security Deposit” means the sum equivalent to five percent (5%) of the Development Investment payable by the Lessee pursuant to Clause 5 of this Agreement in any of the following manner: |
(i) | banker’s cheque or cashier’s order; | ||
(ii) | “On-Demand” Banker’s Guarantee or Insurance Performance Bond; or | ||
(iii) | acceptable electronic means such as direct debit or telegraphic transfer; |
“Sentosa Development Agreement” means the agreement to be entered into by Sentosa Development Corporation and the successful party pursuant to the Request for Proposals To Develop an Integrated Resort on Sentosa Island, Singapore, providing for the construction, development and establishment of an integrated resort on Sentosa Island; | ||
“Serviced Apartments” means a block or blocks of flats comprising self-contained apartments with provision of kitchenettes / kitchens and support services for residents such as concierge, housekeeping and/or laundry that cater to short-term stays either on a weekly or monthly basis, with a high turnover of tenants and developed, owned and/or managed under one (1) single ownership, i.e. a non-strata sub-divisible entity; | ||
“Stamp Duty” means the duty payable on legal documents and instruments on such transactions specified under the provisions of the Stamp Duty Act (Cap. 312); | ||
“TOP” means the Temporary Occupation Permit issued under Section 21 (2) of the Building Control Act (Cap. 29) permitting the temporary occupation of the buildings on the Land subject to the written directions to be issued thereafter; | ||
“URA” means the Chief Executive Officer of the Urban Redevelopment Authority as the Competent Authority under the Planning Act (Cap. 232); |
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“Urban Redevelopment Authority” means the body corporate established under the Urban Redevelopment Authority Act (Cap. 340); | |||
“Waterfront Promenade” means the public pedestrian space along Marina Bay and Marina Channel and marked on the Land Parcel Plan (Guide Plan No. B1.1C) to be constructed by the Lessee at its own expense subject to and in accordance with the Planning Parameters; and | |||
“year” means a consecutive period of twelve (12) calendar months. |
(i) | a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision; | ||
(ii) | a word denoting the singular number includes the plural number and vice versa; | ||
(iii) | a word denoting an individual or person includes a corporation, firm, authority, government or governmental authority and vice versa; | ||
(iv) | a word denoting a gender includes all genders; | ||
(v) | a reference to a recital, clause, schedule or annexure is to a recital, clause, schedule or annexure of or to this Agreement; | ||
(vi) | a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time; | ||
(vii) | a reference to any party to this Agreement, or any other document or arrangement, includes that party’s executors, administrators, substitutes, successors or permitted assigns; and | ||
(viii) | a reference to ‘Dollars’ or ‘$’ is to an amount in Singaporean currency. |
(i) | headings are for convenience of reference only and do not affect interpretation; and | ||
(ii) | where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning. |
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(i) | the Land Premium together with the prevailing GST thereon, by way of such banker’s cheque or cashier’s order to be made in favour of “COMMISSIONER OF LANDS, SINGAPORE LAND AUTHORITY”; | ||
(ii) | the sum of Singapore Dollars One hundred and ninety two million six hundred and four thousand five hundred and thirty (S$192,604,530.00) being the Security Deposit, by way of such Banker’s Guarantee / Insurance Performance Bond, banker’s cheque or cashier’s order or evidence of electronic means such as direct debit or telegraphic transfer to be made in favour of “SINGAPORE TOURISM BOARD”; | ||
(iii) | the ESS Contribution together with the prevailing GST thereon, by way of such banker’s cheque or cashier’s order to be made in favour of “URBAN REDEVELOPMENT AUTHORITY”; | ||
(iv) | the sum of Singapore Dollars Forty four thousand eight hundred and seventy nine (S$44,879.00) together with the prevailing GST thereon, being the reimbursement to the Lessor of the cadastral survey fees in respect of the Land (other than the stratum of the subterranean, air right and foreshore parcels), by way of such banker’s cheque or cashier’s order to be made in favour of “SINGAPORE TOURISM BOARD”, | ||
(v) | the written confirmation of the Lessee’s solicitors confirming receipt from the Lessee of the sum of Singapore Dollars Thirty five million nine hundred and ninety four thousand six hundred and two (S$35,994,602.00) by way of cashier’s order being the Stamp Duty on this Agreement payable by the Lessee pursuant to Clause 32.1 and undertaking to stamp this Agreement within ten (10) days from its execution and to forward to the Lessor or the Lessor’s solicitors copies of the original and the duplicate Certificates of Stamp Duty;and | ||
(vi) | the sum of Singapore Dollars One million and four hundred thousand (S$1,400,000.00), together with the prevailing GST thereon, being the legal and other professional and technical costs payable by the Lessee pursuant to Clause 32.1, by way of such banker’s cheque or cashier’s order to be made in favour of “SINGAPORE TOURISM BOARD”. |
(a) | at least eight (8) years and six (6) months from the Effective Date; or | ||
(b) | up to at least six (6) months from such earlier date (“earlier date”) as proposed in writing by the Lessee and accepted in writing by the Lessor for Completion. |
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(i) | Commence Construction within three (3) years from the Effective Date; or | ||
(ii) | pay or incur one hundred per cent (100%) of the Development Investment within three (3) years from the first issuance of the Casino Licence or within eight (8) years from the Effective Date, whichever is the earlier; or | ||
(iii) | Complete construction of one hundred percent (100%) of the Proposed GFA including the Event Plaza and Waterfront Promenade, within eight (8) years from the Effective Date, |
(i) | the Casino, Dollars One hundred and forty nine million three hundred and sixty one thousand ($149, 361,000.00); | ||
(ii) | the hotel with three (3) tower blocks, Dollars Eight hundred and twenty-one million one hundred and thirteen thousand ($821,113,000.00); | ||
(iii) | the food and beverage outlets, Dollars Thirty nine million three hundred and one thousand ($39,301,000.00); | ||
(iv) | the retail areas, Dollars Three hundred and two million four hundred and forty eight thousand ($302,448,000.00); | ||
(v) | the areas and facilities dedicated to MICE, Dollars Two hundred and eighty nine million six hundred and sixty seven thousand ($289,667,000.00); | ||
(vi) | the areas dedicated to public attractions including the Key Attractions, Dollars One hundred and eight million two hundred and ninety five thousand ($108,295,000.00); and | ||
(vii) | the areas dedicated to other entertainment facilities, Dollars Fifty four million six hundred and thirty nine thousand ($54,639,000.00). |
Initialled by |
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STB | Sands | |||||||||
PROVIDED ALWAYS that any change to any of the amounts as set out in Clause 7.1(i) to (vii): |
(a) | shall require the prior written approval of the Lessor; and | ||
(b) | shall be as a result of amendment, modification or variation to the Accepted Proposal as approved in writing by the Lessor. |
(i) | the proposed amendment, modification or variation of the Accepted Proposal will result in the development on the Land continuing to be, in the sole determination of the Lessor (which shall be final and conclusive), an Integrated Resort as defined in this Agreement; | ||
(ii) | the proposed amendment, modification or variation of the Accepted Proposal will not reduce the tourism appeal of the Integrated Resort, in the sole determination of the Lessor (which shall be final and conclusive); and | ||
(iii) | the proposed amendment, modification or variation of the Accepted Proposal will not result in an increase in the GFA of the Integrated Resort over and above the Permissible GFA. |
(i) | the proposed amendment, modification or variation of the Accepted Proposal will result in the development on the Land being no longer, in the sole determination of the Lessor (which shall be final and conclusive), an Integrated Resort as defined in this Agreement; | ||
(ii) | the proposed amendment, modification or variation of the Accepted Proposal will reduce the tourism appeal of the Integrated Resort, in the sole determination of the Lessor (which shall be final and conclusive); or | ||
(iii) | the proposed amendment, modification or variation of the Accepted Proposal will result in an increase in the GFA of the Integrated Resort over and above the Permissible GFA. |
Initialled by |
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STB | Sands | |||||||||
(i) | make any change or revision to the Key Attractions whether in the type of use(s) or the operator(s) or in any manner which in the reasonable opinion of the Lessor will constitute a deviation from the Accepted Proposal; or | ||
(ii) | make any change or revision to the Accepted Proposal for the part of the IR at the Bayfront Promontory if such change or revision may result in a change of the type of use(s) or the operator(s) of such part of the IR or of any attraction thereon or the facilities therein. |
(i) | the Permissible GFA; | ||
(ii) | the Planning Parameters; | ||
(iii) | the Planning Permission; | ||
(iv) | all the terms and conditions of this Agreement and the Lease; and | ||
(v) | any Law imposed on the Lessor or the Lessee in respect of the Land and/or the regulation of the activities in the IR. |
(i) | any pawn broking or money lending business (except for such gaming credit as may be permitted pursuant to Section 4.10.6 of the RFP); or | ||
(ii) | any illegal act or purpose. |
(i) | the Accepted Proposal; | ||
(ii) | the Planning Parameters; | ||
(iii) | the LTA Agreement; and |
Initialled by |
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STB | Sands | |||||||||
(iv) | all Laws imposed on the Lessor or the Lessee in respect of the Land. |
(i) | in relation to a single phase development, the issue of the TOP by the Competent Authority for the whole of the IR, within eight (8) years from the Effective Date or such extended period as may reasonably be allowed in writing by the Lessor; and | ||
(ii) | in the case of a development in phases, the issue of the TOP by the Competent Authority for the First Phase of such development, within eight (8) years from the Effective Date or such extended period as may reasonably be allowed in writing by the Lessor. |
(i) | are of a quality commensurate with an international class integrated resort complex; | ||
(ii) | comply with standards specified in the Accepted Proposal; and | ||
(iii) | comply with the provisions of Building Control Act and all other laws and regulations applicable to the construction of the IR relevant to the materials, fittings, equipment or workmanship. |
(i) | CST Structure | ||
The Lessee shall, at its own cost and expense, design and build within the Land the CST Structure and integrate the IR development and the CST and shall: |
(a) | permit the Government and URA and any person authorised by the Government or the URA with or without workmen and others to have access to and use of the CST Structure at all times without any charge, payment, hindrance, obstruction or restriction whatsoever to inspect, install, operate, maintain, repair or improve any plant, equipment, machinery, cables, pipes, lines and other facilities housed or to be housed within the CST Structure, and/or to carry out any temporary or permanent works as may be necessary to render the CST Structure safe, secure, functional and operational; | ||
(b) | undertake not to enter or allow any person to enter the CST Structure except with the prior written approval of the Government or the URA; |
Initialled by |
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STB | Sands | |||||||||
(c) | at its own cost and expense maintain and keep in good repair, including waterproofing, the structural shell of the CST Structure; | ||
(d) | ensure at all times that the CST Structure is not damaged in any way and its use and operation is unaffected by any works or activity being or to be carried out within the Land; and | ||
(e) | not demolish or carry out any works, alteration or addition to or within any part of the CST Structure except with the prior written approval of the Government or the URA. |
(ii) | DCS Spaces | ||
The Lessee shall, at its own costs and expense, build and provide the DCS Spaces for the installation and operation of the DCS or part thereof and shall: |
(a) | permit the DC Licensee with or without workmen and others to have access to and the use of the DCS Space at all times, without any charge, payment, hindrance, obstruction or restriction whatsoever for the purpose of installation, operation, maintenance, repair or improvement of the DCS and activities related thereto; | ||
(b) | undertake not to enter or allow any person to enter the DCS Spaces except with the prior written approval of the DC Licensee; | ||
(c) | at its own cost and expense, maintain and keep in good repair, including waterproofing, the structure of the DCS Spaces; | ||
(d) | ensure at all times that the DCS Spaces are not damaged in any way and the use and operation of any plant, machinery or equipment therein is unaffected by any works or activity being or to be carried out within the Land; and | ||
(e) | not demolish or carry out any works, alteration or addition to or within any part of the DCS Space except with the prior written approval of the Lessor and the DC Licensee. |
(iii) | Land reclamation | ||
Where the Lessee with the written approval of the Lessor and/or the Competent Authorities carries out any reclamation of land in the construction and development of the IR, the Lessee shall at its own cost and expense throughout the Lease Term: |
(a) | maintain the seawall / revetment and any foreshore structures as part of the IR; and | ||
(b) | ensure and maintain the structural integrity of the new seawall / revetment and foreshore structures. |
Initialled by |
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STB | Sands | |||||||||
(i) | at least fifty percent (50%) of the Development Investment is paid or incurred and evidenced by the External Auditors’ Confirmation; and | ||
(ii) | such parts of the IR equivalent to not less than fifty percent (50%) of the Proposed GFA, is Completed. |
(i) | all suitability checks are in order; | ||
(ii) | location plans, floor plans and layout of the Casino are acceptable to the Regulator; and | ||
(iii) | the Lessee’s internal controls, systems and processes are robust and detailed measures to comply with law and any other conditions as set out by the Regulator are effective to meet the social and security requirements of the Regulator. |
Initialled by |
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STB | Sands | |||||||||
The Lessee may seek a public listing before the first issuance of the Casino Licence provided: | |||
(i) | the Lessee shall have stated in the Proposal its intention to seek a public listing before the first issuance of the Casino Licence; and | ||
(ii) | the Lessee shall have set out in the Proposal the consequential minimum shareholding of each of the shareholders of the Lessee named in the Proposal, upon the public listing of the Lessee, up to the first issuance of the Casino Licence. |
(i) | annually, as soon as possible, and in any event within ninety days (90) days after the end of each respective financial year, or such extended period of time as may be approved by the Lessor in writing, audited accounts for that financial year including a balance sheet and profit and loss accounts; | ||
(ii) | as soon as available, and in any event within ninety (90) days after the end of the first six (6) months of each financial year, unaudited profit and loss accounts as at the end of and for the relevant six (6) month period; | ||
(iii) | such information as set out in a format to be provided at a later date which shall include the categorisation of revenue received under gaming and non-gaming revenue in terms of the number of visitors and the amount of visitor expenditure to the IR; and | ||
(iv) | promptly, such additional material, financial or other information relating to its business, assets, operations and condition (including, without limitation, financial condition) as the Lessor may from time to time reasonably request. |
(i) | the actual state and condition of the Land including the platform level of the Land and matters as regards access, ingress and egress, drainage and utility services affecting the Land; and | ||
(ii) | any easements, rights of way and all other encumbrances , if any, affecting the Land, |
Initialled by |
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STB | Sands | |||||||||
(i) | the Excluded Mines and Minerals are removed, extracted or excavated by the Lessee for the purpose of any development or redevelopment of the Land; and | ||
(ii) | the said removal, extraction or excavation is directly incidental to and reasonably necessary for the development of the IR on the Land. |
(i) | such part or parts of the Land as specified and in accordance with the terms set out in the Planning Parameters; and | ||
(ii) | any part or parts of the Land as may be required by them from time to time whether for roads, drainage, or any public purpose as may be declared or notified to the Lessee in a Notice by the Lessor or the relevant Competent Authorities and the Lessee shall accept as conclusive evidence that such part or parts of the Land is or are required for the purpose declared or notified. |
(i) | carries out and completes the cadastral survey within six (6) months from Completion or on such other earlier or later date as the Chief Surveyor may specify; and | ||
(ii) | on completion of the cadastral survey, deposits the certified survey plan for such subterranean, air right and foreshore parcels together with all relevant field books, calculation sheets and survey data with the Land Survey Department of the Singapore Land Authority for the approval of the Chief Surveyor. |
Initialled by |
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STB | Sands | |||||||||
(i) | manage and operate the IR as an integrated resort with its principal conceptual theme being in accordance with the Accepted Proposal or such variations, modifications or amendments as approved in accordance with this Agreement; | ||
(ii) | maintain and keep in a good and tenantable state of repair and condition all structures, fixtures, statues and exhibits, and where such works shall require the approval and consents of the Competent Authorities, the Lessee shall be obliged to obtain the same; and | ||
(iii) | make or cause to be made such capital improvements to the Land and/or the IR and the Key Attractions from time to time as the Lessee may deem necessary but subject always to the prior written approval of the Lessor, and where required by Law, the prior written approval of the Competent Authorities. |
(i) | such subletting, underletting or parting with possession of the Land or the IR shall not be for any part of the Land in its vacant or undeveloped state; and | ||
(ii) | the Lessee shall always be the main party operating the IR. |
Initialled by |
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STB | Sands | |||||||||
(i) | public liability insurance; and | ||
(ii) | workmen’s compensation insurance, |
(i) | making good the loss or damage in respect of the Land and/or all buildings, structures and fixtures erected or to be erected on the Land, in each case in accordance with the Accepted Proposal with such variations or modifications as may be agreed upon by the parties hereto; and/or | ||
(ii) | the discharge of the loan facilities or financing granted by the Approved Mortgagee in relation to the payment of the Land Premium and other sums as stated in Clause 4.1, the provision of the Security Deposit and/or the construction and operation of the IR. |
Initialled by |
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STB | Sands | |||||||||
(i) | if there is any conflict between the provisions of the RFP and the provisions of this Agreement, the provisions of this Agreement shall prevail; and | ||
(ii) | if this Agreement is silent on any matter or issue which is provided for in the provisions of the RFP, then such provisions of the RFP shall apply. |
The Lessee shall, as from the Effective Date: | |||
(i) | discharge and pay all rates, property taxes and assessments and outgoings whatsoever charged or imposed upon the Land; and | ||
(ii) | pay all charges (including any taxes thereon) in respect of the supply of electricity, water and gas, telecommunication services, storm water drains, refuse disposal services and all other services supplied to the Land, to the relevant body or authority supplying such services, including connections to and within the Land and the installation of incoming power panel, and any other incoming service meters required by the relevant authorities. |
(i) | the Lessee fails to perform and observe any material term or condition on its part contained herein and such non-performance and non-observance shall continue for more than thirty (30) days or such extended period as may be reasonably allowed by the Lessor, after the receipt by the Lessee of the Lessor’s written notice requiring compliance by the Lessee; | ||
(ii) | the Lessee is in breach of the provisions of Clause 10.6, Clause 12.1 and Clause 12.2; | ||
(iii) | any monies payable hereunder or any part thereof shall remain unpaid for a period of thirty (30) days after the Lessor has made written demand for payment of the same or such extended period as may be reasonably allowed by the Lessor; | ||
(iv) | the Lessee enters into any composition or arrangement with or for the benefit of its creditors; | ||
(v) | the Lessee is placed under voluntary administration or causes a meeting of its creditors to be summoned for the purpose of placing it under voluntary administration; | ||
(vi) | an order is made for the winding up or dissolution without winding up or an effective resolution is passed for the winding up of the Lessee unless the winding up or dissolution is for the purposes of reconstruction or amalgamation and the scheme for reconstruction or amalgamation with or without modification has been first approved by the Lessor, which approval shall not be unreasonably withheld; | ||
(vii) | a receiver or a judicial manager is appointed of the assets or undertaking or any part thereof of the Lessee or the holder of any encumbrance takes possession of such assets or undertaking or any part thereof; or | ||
(viii) | any event occurs which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events specified in this clause. |
Initialled by |
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STB | Sands | |||||||||
(i) | to remedy the default; or | ||
(ii) | in the case of an Event of Default which is not capable of being remedied, to pay to the Lessor at the Lessor’s option an amount the Lessor finds acceptable in the exercise of reasonable judgement by way of compensation for the default, |
(i) | the Lessor shall have full right power and authority to re-enter upon and resume possession of the Land or any part thereof and the IR and any other structure on the Land and thereupon this Agreement shall forthwith cease and determine; | ||
(ii) | all monies which have previously been paid to the Lessor by the Lessee and/or any other payment hereunder shall be forfeited and shall belong to the Lessor; | ||
(iii) | the IR or any completed part thereof and all materials thereat or on the Land shall belong to the Lessor absolutely; and | ||
(iv) | the Lessor shall be entitled to deal with the Land and the IR on such terms and conditions as the Lessor shall think fit (including but not limited to the re-disposal of the Land and any interest therein in the IR, whether or not the construction has already commenced or completed as if this Agreement has never been entered into with the Lessee and whether by public auction, private treaty or by tender subject to such conditions and generally in such manner as the Lessor may in its discretion think fit) and without compensation or whatsoever to the Lessee. |
(i) | the Lessor has given notice in writing to the Approved Mortgagee, stating that it has become entitled to terminate this Agreement and stating the reason or reasons it has become so entitled; | ||
(ii) | a period of thirty (30) days has elapsed following the giving of that notice and the Approved Mortgagee, has not within that period of thirty (30) days by notice in writing to the Lessor agreed and undertaken to rectify the defaults or matters by reason of which the Lessor has become so entitled; | ||
(iii) | if the Approved Mortgagee, who has agreed and undertaken to rectify the defaults or matters by reason of which the Lessor has become entitled to terminate this Agreement, has failed within a further period of thirty (30) days after that period of thirty (30) days (or such longer period as may be allowed by the Lessor) to rectify the said defaults or other matters; and | ||
(iv) | the Approved Mortgagee, has not (if the Lessor so directs by notice in writing to the mortgagee) appointed a receiver and manager or receivers and managers of the Land (but this sub-paragraph (iv) shall not apply if the Approved Mortgagee, has on a previous occasion appointed a receiver and manager or receivers and managers whose appointment has not been terminated). |
Initialled by |
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STB | Sands | |||||||||
(i) | any damage to the Land; or | ||
(ii) | any loss, damage or injury from any cause whatsoever to property or person caused or contributed to by the use of the Land by the Lessee or occurring on the Land or occasioned or contributed to by any act, omission, negligence, breach or default of the Lessee or any servant, agent, sub-tenant, invitee of the Lessee or any other person claiming through or under the Lessee. |
(i) | all costs and fees including legal and other professional fees and costs on a full indemnity basis incurred by the Lessor in connection with the enforcement of the terms and conditions of this Agreement and/or the Lease and in respect of all matters incidental thereto or arising therefrom; |
Initialled by |
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STB | Sands | |||||||||
(ii) | any amount imposed, or charged by any Government or any Competent Authorities, statutory or tax authority as GST on any sum or sums due to or payable to the Lessor under this Agreement and/or the Lease and a statement from the Lessor to the Lessee of the amount payable shall be conclusive of the amount of such GST due and as to the Lessee’s liability therefor; and | ||
(iii) | all costs and expenses in obtaining all licences, permissions, approvals and consents that may be required by the Lessor and the Competent Authorities for the purpose of the construction, development and establishment of the IR and all matters incidental thereto. |
The Lessor: | ||||
SINGAPORE TOURISM BOARD | ||||
1 Orchard Spring Lane | ||||
Singapore 247729 | ||||
Attention: | Ms Margaret Teo | |||
Director, Integrated Resorts Division | ||||
Fax: | (65) 6738 9956 | |||
The Lessee: | ||||
MARINA BAY SANDS PTE LTD | ||||
No. 9 Raffles Place | ||||
#12-01 Republic Plaza | ||||
Singapore 048619 | ||||
Attention: | Mr George Tanasijevich | |||
General Manager | ||||
Fax: | (65) 6533 4909 |
(i) | if sent by prepaid post, on the date of actual receipt; | ||
(ii) | if delivered by hand, on the date of delivery; and | ||
(iii) | if sent by facsimile and a correct and complete transmission report for that transmission is obtained by the sender, upon transmission if transmission takes place on a business day before 4:00 pm in the place to which the communication is transmitted and in any other case on the business day next following the day of transmission. |
Initialled by |
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STB | Sands | |||||||||
SIGNED by LIM NEO CHIAN
|
) | |||||||
for and on behalf of
|
) | |||||||
SINGAPORE TOURISM BOARD
|
) | /s/ Lim Neo Chian | ||||||
in the presence of:
|
) | |||||||
) | ||||||||
/s/ Angela Teo Bee Luang |
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SIGNED by SHELDON ADELSON
|
) | |||||||
for and on behalf of
|
) | |||||||
MARINA BAY SANDS PTE LTD
|
) | /s/ Sheldon G. Adelson | ||||||
in the presence of:
|
) | |||||||
/s/ Harry Elias |
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Initialled by |
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STB | Sands | |||||||||
Initialled by |
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STB | Sands | |||||||||
To:
|
Singapore Tourism Board | |
Tourism Court | ||
1 Orchard Spring Lane | ||
Singapore 247729 | ||
(hereinafter called “STB”). |
Initialled by |
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STB | Sands | |||||||||
Signature: |
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Signed by: |
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Designation: |
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for and on behalf of: |
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in the presence of: |
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Signature: |
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Designation: |
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Initialled by |
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STB | Sands | |||||||||
Initialled by |
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STB | Sands | |||||||||
For Official Use Only |
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Instrument No.
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Registered By
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Registered On
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CT | Town | |||||||||||||||||||||
Vol | Fol | Subdivision | Lot | Property Address | ||||||||||||||||||
ID/Co. Registration No.: |
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Name: |
SINGAPORE TOURISM BOARD | ||||
Address: (within Singapore for service of notice) |
No. 1 Orchard Spring Lane Tourism Court, Singapore 247729 |
||||
Co Registration No.: |
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Name: |
MARINA BAY SANDS PTE LTD |
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Place of Incorporation : |
Singapore |
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Address: (within Singapore for service of notice) |
No. 9 Raffles Place #12-01 Republic Plaza Singapore 048619 |
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Term of Lease
|
: | Sixty (60) years less one (1) day (hereinafter called “the Lease Term”) | ||
Commencement Date
|
: | 23rd day of August 2006 | ||
Annual Rent
|
: | Nil | ||
Consideration
|
: | Singapore Dollars One thousand and two hundred million (S$1,200,000,000.00) (hereinafter called “the Land Premium”) exclusive of the prevailing goods and services tax. |
Initialled by |
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STB | Sands | |||||||||
(a) | the covenants, conditions and powers implied by law in instruments of lease (or to such of them as are not hereinafter expressly negatived or modified); and | |
(b) | the Special Covenants and Conditions hereinafter appearing. |
(i) | the provisions of the RFP and the Development Agreement shall remain in full force and effect as between the Lessor and the Lessee, or as between the relevant Competent Authorities and the Lessee, insofar as the same are not fulfilled or performed with regard to anything or matter remaining to be done performed or observed thereunder and not provided for in this Lease; | ||
(ii) | if this Lease is silent on any matter or issue which is provided for in the provisions of the RFP or the Development Agreement, then such provisions of the RFP or the Development Agreement, as the case may be, shall apply; and | ||
(iii) | if there is any conflict between the provisions of the RFP and the Development Agreement and the provisions of this Lease, then the provisions of this Lease shall prevail. |
Initialled by |
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STB | Sands | |||||||||
a) | at least eight (8) years and six (6) months from the Effective Date; or | ||
b) | up to at least six (6) months from such earlier date (“earlier date”) as proposed in writing by the Lessee and accepted in writing by the Lessor for Completion. |
(i) | Commence Construction within three (3) years from the Effective Date; or | ||
(ii) | pay or incur one hundred per cent (100%) of the Development Investment within three (3) years from the first issuance of the Casino Licence or within eight (8) years from the Effective Date, whichever is the earlier; or | ||
(iii) | Complete construction of one hundred percent (100%) of the Proposed GFA including the Event Plaza and Waterfront Promenade being built, within eight (8) years from the Effective Date, |
(i) | the Casino, Dollars One hundred and forty nine million three hundred and sixty one thousand ($149, 361,000.00); | ||
(ii) | the hotel with three (3) tower blocks, Dollars Eight hundred and twenty-one million one hundred and thirteen thousand ($$821,113,000.00); | ||
(iii) | the food and beverage outlets, Dollars Thirty nine million three hundred and one thousand ($39,301,000.00); | ||
(iv) | the retail areas, Dollars Three hundred and two million four hundred and forty eight thousand ($302,448,000.00); | ||
(v) | the areas and facilities dedicated to MICE, Dollars Two hundred and eighty nine million six hundred and sixty seven thousand ($289,667,000.00); |
Initialled by |
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STB | Sands | |||||||||
(vi) | the areas dedicated to public attractions including the Key Attractions, Dollars One hundred and eight million two hundred and ninety five thousand ( $108,295,000.00); and | ||
(vii) | the areas dedicated to other entertainment facilities, Dollars Fifty four million six hundred and thirty nine thousand ($54,639,000.00). | ||
PROVIDED ALWAYS that any change to any of the amounts as set out in Clause 7.1(i) to (vii): |
(a) | shall require the prior written approval of the Lessor; and | ||
(b) | shall be as a result of any amendment, modification or variation to the Accepted Proposal as approved in writing by the Lessor. |
(i) | the Accepted Proposal; | ||
(ii) | the Planning Parameters; | ||
(iii) | the Planning Permission; | ||
(iv) | the Permissible GFA; | ||
(v) | all the terms and conditions of the Development Agreement and this Lease; | ||
(vi) | all the terms and conditions of the LTA Agreement; and | ||
(vii) | all Laws imposed on the Lessor or the Lessee in respect of the Land. |
(i) | any pawn broking or money lending business (except for such gaming credit as may be permitted by the Legislation); or | ||
(ii) | any illegal act or purpose. |
(i) | the proposed amendment, modification or variation of the Accepted Proposal will result in the development on the Land continuing to be, in the sole determination of the Lessor (which shall be final and conclusive), an Integrated Resort as defined in the Agreement; | ||
(ii) | the proposed amendment, modification or variation of the Accepted Proposal will not reduce the tourism appeal of the Integrated Resort, in the sole determination of the Lessor (which shall be final and conclusive); and | ||
(iii) | the proposed amendment, modification or variation of the Accepted Proposal will not result in an increase in the GFA of the Integrated Resort over and above the Permissible GFA. |
32
Initialled by |
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STB | Sands | |||||||||
(i) | the proposed amendment, modification or variation of the Accepted Proposal will result in the development on the Land being no longer, in the sole determination of the Lessor (which shall be final and conclusive), an Integrated Resort as defined in the Agreement; | ||
(ii) | the proposed amendment, modification or variation of the Accepted Proposal will reduce the tourism appeal of the Integrated Resort, in the sole determination of the Lessor (which shall be final and conclusive); or | ||
(iii) | the proposed amendment, modification or variation of the Accepted Proposal will result in an increase in the GFA of the Integrated Resort over and above the Permissible GFA. |
(i) | make any change or revision to the Key Attractions whether in the type of use(s) or the operator(s) or in any manner which in the reasonable opinion of the Lessor will constitute a deviation from the Accepted Proposal; or | ||
(ii) | make any change or revision to the Accepted Proposal for the part of the IR at the Bayfront Promontory if such change or revision may result in a change of the type of use(s) or the operator(s) of such part of the IR or of any attraction thereon or the facilities therein. |
(i) | in relation to a single phase development, the issue of the TOP by the Competent Authority for the whole of the IR, within eight (8) years from the Effective Date or such extended period as may reasonably be allowed in writing by the Lessor; and | ||
(ii) | in the case of a development in phases, the issue of the TOP by the Competent Authority for the First Phase of such development, within eight (8) years from the Effective Date or such extended period as may reasonably be allowed in writing by the Lessor. |
(i) | are of a quality commensurate with an international class integrated resort complex; |
||
(ii) | comply with standards specified in the Accepted Proposal; and | ||
(iii) | comply with the provisions of Building Control Act and all other laws and regulations applicable to the construction of the IR relevant to the materials, fittings, equipment or workmanship. |
33
Initialled by |
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STB | Sands | |||||||||
(i) | CST Structure | ||
The Lessee shall, at its own cost and expense, design and build within the Land the CST Structure and integrate the IR development and the CST and shall: |
(a) | permit the Government and URA and any person authorised by the Government or the URA with or without workmen and others to have access to and use of the CST Structure at all times without any charge, payment, hindrance, obstruction or restriction whatsoever to inspect, install, operate, maintain, repair or improve any plant, equipment, machinery, cables, pipes, lines and other facilities housed or to be housed within the CST Structure, and/or to carry out any temporary or permanent works as may be necessary to render the CST Structure safe, secure, functional and operational; | ||
(b) | undertake not to enter or allow any person to enter the CST Structure except with the prior written approval of the Government or the URA; | ||
(c) | at its own cost and expense maintain and keep in good repair, including waterproofing, the structural shell of the CST Structure; | ||
(d) | ensure at all times that the CST Structure is not damaged in any way and its use and operation unaffected by any works or activity being or to be carried out within the Land; and | ||
(e) | not demolish or carry out any works, alteration or addition to or within any part of the CST Structure except with the prior written approval of the Government or the URA. |
(ii) | DCS Spaces | ||
The Lessee shall, at its own costs and expense, build and provide the DCS Spaces for the installation and operation of the DCS or part thereof and shall: |
(a) | permit the DC Licensee with or without workmen and others to have access to and the use of the DCS Space at all times, without any charge, payment, hindrance, obstruction or restriction whatsoever for the purpose of installation, operation, maintenance, repair or improvement of the DCS and activities related thereto; | ||
(b) | undertake not to enter or allow any person to enter the DCS Spaces except with the prior written approval of the DC Licensee; | ||
(c) | at its own cost and expense, maintain and keep in good repair, including waterproofing, the structure of the DCS Spaces; |
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(d) | ensure at all times that the DCS Spaces are not damaged in any way and the use and operation of any plant, machinery or equipment therein is unaffected by any works or activity being or to be carried out within the Land; and | ||
(e) | not demolish or carry out any works, alteration or addition to or within any part of the DCS Space except with the prior written approval of the Lessor and the DC Licensee. |
(iii) | Land reclamation | ||
Where the Lessee with the written approval of the Lessor and/or the Competent Authorities carries out any reclamation of land in the construction and development of the IR, the Lessee shall at its own cost and expense throughout the Lease Term: |
(a) | maintain the seawall / revetment and any foreshore structures as part of the IR; and | ||
(b) | ensure and maintain the structural integrity of the new seawall / revetment and foreshore structures. |
(i) | the right at all times by day or night to pass and repass on foot only across and along such portion of the Land as would be necessary for reasonable access to and from the escalators, lifts, stairs, stairways and lift lobbies by the Lessor, LTA, persons authorised by the Lessor and/or LTA, commuters using the station and members of the public for ingress and egress to and from the Land without any charge, payment, hindrance or restriction; | ||
(ii) | the right at all times on giving not less than seven (7) days’ notice together with reasonable particulars of the proposed statement of works (except in the case of emergency when prior notice only shall be required to be given) to the Lessee to enter onto the Land with or without workmen and others and with or without materials and specialist services and to enter with vehicles onto any part of the Land that is normally accessible to vehicles to inspect, clean, repair, maintain, renew, remove, replace, paint and restore the walls, entrances and exits of any of LTA’s escalators, lifts, fire escapes, stairs, stairways, lift lobbies sited along the boundary of the Land and the State Lot; | ||
(iii) | the right to install cables, pipes, ducts, wires, sewers and channels in, on and under the Land and to maintain and use the cables, pipes, ducts and channels for free and uninterrupted passage or provision of air, drainage, gas, garbage artificially heated or cooled air, water, electricity, telecommunications, data and other utilities and services (including telephone, radio and television services) to and from the Land; | ||
(iv) | the right at any time on giving not less than seven (7) days’ notice together with reasonable particulars of the proposed statement of works (except in the case of emergency when prior notice only shall be required to be given) to enter the Land with or without workmen, appliances, equipment and materials to inspect, clean, repair, maintain, renew, remove and replace LTA’s cables, pipes, ducts, wires, sewers and channels; | ||
(v) | the right to enter upon any portion of the Land to lay and forever retain all columns, foundations, beams, walls and other structures and any structural elements that support, uphold and maintain the State Lot and the structures thereon (hereinafter referred to as “the Lessee’s Structural Elements”) (the costs of such laying to be apportioned as agreed or failing agreement, |
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apportioned fairly between LTA and Lessee if the Lessee’s Structural Elements or any part thereof also support the Land or any structures therein or thereon); |
(vi) | the right of subjacent and lateral support and protection of the State Lot and every part thereof from the Land and the Lessee’s Structural Elements for the purpose of supporting upholding and maintaining the State Lot and the Structures thereon; | ||
(vii) | the right at all times on giving not less than seven (7) days’ notice (except in the case of emergency when prior notice only shall be required to be given) to the Lessee to enter onto the Land with or without workmen and others and with or without materials and specialist services and to enter with vehicles onto any part of the Land that is normally accessible to vehicles to inspect and where necessary, upon consultation with the Lessee or such persons licensed or authorised by the Lessee, repair and maintain the Lessee’s Structural Elements at the costs and expenses of the Lessee Provided Always that nothing in this covenant shall place or be deemed to place on the LTA or the owner for the time being of the State Lot any obligation to carry out any repair and maintenance of the Lessee’s Structural Elements; | ||
(viii) | the right at all times to have any structure constructed by LTA on, above or under the Land or part thereof for the operation of the RTS supported, upheld and maintained by the soil and subsoil of such lands. |
(i) | maintain in good order and condition at its own cost and expense all the foundations, columns, beams, supports, walls, lobbies, corridors, stairs, lifts, escalators, entrances and exits and other forms and means of access in or on the Land and the structures erected or to be erected on the Land, central and appurtenant installations for services such as power, light, gas, air-conditioning, compressors, ducts, sewerage pipes, electrical cables and in general all apparatus and installations located within the Land and existing for the use and support of the buildings or structures or any part thereof on such parts of the Land as would be necessary for access to and from the State Land; | ||
(ii) | not maim, injure or deface or do or permit or suffer anything to be done (whether of a temporary or permanent nature) that in any way impairs the structural integrity of the Structures or that has the direct or indirect effect of withdrawing or lessening the shelter, support or protection now or hereafter given or afforded by the Land and the buildings thereon to the State Lot and the Structures thereon; | ||
(iii) | give not less than seven (7) days’ notice together with reasonable particulars of the proposed statement of works to LTA and/or the owners and occupiers for the time being of the State Lot before carrying out any repairs or works on the Land or to the buildings thereon that may affect the State Lot, the Structures thereon, the Lessee’s Structural Elements or any part thereof; | ||
(iv) | make good immediately any damage caused to any part of the Lessee’s Structural Elements by the Lessee, his servants, agents, contractors, licensees or invitees; | ||
(v) | not do or permit or suffer anything to be done anything on the Land which has the direct or indirect effect of damaging the State Lot and/or the Structures or obstructing or interfering with the operations taking place within the State Lot and/or quiet enjoyment of the owners or occupiers of the Structures on the State Lot or any part thereof; | ||
(vi) | not subject or permit or suffer to be subjected any part of the floor, wall, ceiling or roof or any part of any structure or building on the Land to a live load or superimposed accidental and dead load exceeding those approved by the relevant Competent Authorities or as the relevant Competent Authorities may prescribe unless otherwise agreed to by the Lessor and/or LTA and subject to the approval of the relevant Competent Authorities to be obtained by the Lessee; | ||
(vii) | not do or permit or suffer to be done anything (whether of a temporary or permanent nature) that in any way damages, weakens or endangers the structural integrity of all floors in the Land above the State Lot; | ||
(viii) | not do or permit or suffer to be done anything on the Land which has the direct or indirect effect of damaging the Stratum; |
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(ix) | not obstruct any part of the Land over which rights of way are hereby reserved to the Lessor and/or LTA the owners and the occupiers for the time being of the State Lot and persons authorised by the Lessor and/or LTA as appurtenant to the State Lot including all implied ancillary rights and obligations reasonably necessary to make the right of way effective; | ||
(x) | not transfer, assign, lease or dispose of the Land or any part thereof without procuring from the transferees, assignees or other persons of the Land or any part thereof a covenant for the benefit of the owners for the time being of the State Lot or any part thereof to observe and perform the covenants contained in this Lease, including the present covenant; | ||
(xi) | permit the Lessor and /or LTA or its successors, assigns and all the owners and occupiers for the time being of the State Lot and persons authorised by them without charge to enter the Land to erect, install and maintain facilities of public utility eg. automated banking and other transaction machines, advertisement panels, advertisements, postboxes, public telephones, public toilets etc. including utilities and services necessary and incidental to the operation or maintenance of said facilities eg. water and electricity and to permit members of the public to access said facilities on such part of the Land as would be necessary for access to and from the Land onto the State Land (for the avoidance of doubt, the Lessor and/or LTA or its successors, assigns and all the owners and occupiers for the time being of the State Lot and persons authorised by them shall not be responsible to maintain said facilities, utilities and services); | ||
(xii) | grant and maintain a public right of way at all times over such parts of the Land as would be necessary for or which have been constructed for the purpose of access to and from the State Land; | ||
(xiii) | bear all the costs incurred or that may be incurred in performing their obligations stipulated herein; and | ||
(xiv) | if required by LTA or the owners for the time being of the State Lot, the Lessee shall at the cost and expense of LTA or the owners, execute in favour of LTA and the owners for the time being of the State Lot an assurance containing the above easements and upon the agreement of the Lessee other rights and restrictive and other covenants in such form as the LTA or the owners may require. |
(i) | manage and operate the IR as an integrated resort with its principal conceptual theme being in accordance with the Accepted Proposal or such variations, modifications or amendments as approved in accordance with this Lease; | ||
(ii) | maintain and keep in a good and tenantable state of repair and condition all structures, fixtures, statues and exhibits, and where such works shall require the approval and consents of the Competent Authorities, the Lessee shall be obliged to obtain the same; and | ||
(iii) | make or cause to be made such capital improvements to the Land and/or the IR and the Key Attractions from time to time as the Lessee may deem necessary but subject always to the prior written approval of the Lessor, and where required by Law, the prior written approval of the Competent Authorities. |
(i) | at least fifty percent (50%) of the Development Investment is paid or incurred and evidenced by the External Auditors’ Confirmation; and | ||
(ii) | such parts of the IR equivalent to not less than fifty percent (50%) of the Proposed GFA, is Completed. |
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(i) | all suitability checks are in order; | ||
(ii) | location plans, floor plans and layout of the Casino are acceptable to the Regulator; and | ||
(iii) | the Lessee’s internal controls, systems and processes are robust and detailed measures to comply with law and any other conditions as set out by the Regulator are effective to meet the social and security requirements of the Regulator. |
The Lessee may seek a public listing before the first issuance of the Casino Licence provided : | |||
(i) | the Lessee shall have stated in the Proposal its intention to seek a public listing before the first issuance of the Casino Licence; and | ||
(ii) | the Lessee shall have set out in the Proposal the consequential minimum shareholding of each of the shareholders of the Lessee named in the Proposal upon the public listing of the Lessee, up to the issuance of the Casino Licence. |
(i) | annually, as soon as possible, and in any event within ninety days (90) days after the end of each respective financial year, or such extended period of time as may be approved by the Lessor in writing, audited accounts for that financial year including a balance sheet and profit and loss accounts; | ||
(ii) | as soon as available, and in any event within ninety (90) days after the end of the first six (6) months of each financial year, unaudited profit and loss accounts as at the end of and for the relevant six (6) month period; |
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(iii) | such information as set out in a format to be provided at a later date which shall include the categorisation of revenue received under gaming and non-gaming revenue in terms of the number of visitors and the amount of visitor expenditure to the IR; and | ||
(iv) | promptly, such additional material, financial or other information relating to its business, assets, operations and condition (including, without limitation, financial condition) as the Lessor may from time to time reasonably request. |
(i) | such subletting, underletting or parting with possession of the Land or the IR shall not be for any part of the Land in its vacant or undeveloped state; and | ||
(ii) | the Lessee shall always be the main party operating the IR. |
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(i) | carries out and completes the cadastral survey within six (6) months from Completion of construction or on such other earlier or later date as the Chief Surveyor may specify; and | ||
(ii) | on completion of the cadastral survey, deposits the certified survey plan for such subterranean, air right and foreshore parcels together with all relevant field books, calculation sheets and survey data with the Land Survey Department of the SLA for the approval of the Chief Surveyor. |
(i) | such part or parts of the Land as specified and in accordance with the terms set out in the Planning Parameters; and | ||
(ii) | any part or parts of the Land as may be required by them from time to time whether for roads, drainage, or any public purpose as may be declared or notified to the Lessee in a Notice by the Lessor or the relevant Competent Authorities and the Lessee shall accept as conclusive evidence that such part or parts of the Land is or are required for the purpose declared or notified. |
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(i) | making good the loss or damage in respect of the Land and/or all buildings, structures and fixtures erected or to be erected on the Land, in each case in accordance with the Accepted Proposal with such variations or modifications as may be agreed upon by the parties hereto; and/or | ||
(ii) | the discharge of the loan facilities or financing granted by the Approved Mortgagee in relation to the payment of the Land Premium and other sums as stated in Clause 4.1 of the Development Agreement, the provision of the Security Deposit and/or the construction and operation of the IR. |
The Lessee shall, as from the Effective Date: | |||
(i) | discharge and pay all rates, property taxes and assessments and outgoings whatsoever charged or imposed upon the Land; and | ||
(ii) | pay all charges (including any taxes thereon) in respect of the supply of electricity, water and gas, telecommunication services, storm water drains, refuse disposal services and all other services supplied to the Land, to the relevant body or authority supplying such services, including connections to and within the Land and the installation of incoming power panel, and any other incoming service meters required by the relevant authorities. |
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(i) | any damage to the Land; or | ||
(ii) | any loss, damage or injury from any cause whatsoever to property or person caused or contributed to by the use of the Land by the Lessee or occurring on the Land or occasioned or contributed to by any act, omission, negligence, breach or default of the Lessee or any servant, agent, sub-tenant, invitee of the Lessee or any other person claiming through or under the Lessee. |
(i) | all costs and fees including legal and other professional fees and costs on a full indemnity basis incurred by the Lessor in connection with the enforcement of the terms and conditions of this Lease and in respect of all matters incidental thereto or arising therefrom; | ||
(ii) | any amount imposed, or charged by any Government or any Competent Authorities, statutory or tax authority as GST on any sum or sums due to or payable to the Lessor under this Lease and a statement from the Lessor to the Lessee of the amount payable shall be conclusive of the amount of such GST due and as to the Lessee’s liability therefor; and | ||
(iii) | all costs and expenses in obtaining all licences, permissions, approvals and consents that may be required by the Lessor and the Competent Authorities for the purpose of the construction, development and establishment of the IR and all matters incidental thereto. |
(i) | the Excluded Mines and Minerals are removed, extracted or excavated by the Lessee for the purpose of any development or redevelopment of the Land; and | ||
(ii) | the said removal, extraction or excavation is directly incidental to and reasonably necessary for the development of the IR on the Land. |
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(a) | the Lessee fails to perform and observe any material term or condition on its part contained herein and such non-performance and non-observance shall continue for more than thirty (30) days or such extended period as may be reasonably allowed by the Lessor, after the receipt by the Lessee of the Lessor’s written notice requiring compliance by the Lessee; | ||
(b) | the Lessee fails to perform and observe the provisions of Clause 1.9.6 and Clause 1.10.1; | ||
(c) | any monies payable hereunder or any part thereof shall remain unpaid for a period of thirty (30) days after the Lessor has made written demand for payment of the same or such extended period as may be reasonably allowed by the Lessor; | ||
(d) | the Lessee enters into any composition or arrangement with or for the benefit of its creditors; | ||
(e) | the Lessee is placed under voluntary administration or causes a meeting of its creditors to be summoned for the purpose of placing it under voluntary administration; | ||
(f) | an order is made for the winding up or dissolution without winding up or an effective resolution is passed for the winding up of the Lessee unless the winding up or dissolution is for the purposes of reconstruction or amalgamation and the scheme for reconstruction or amalgamation with or without modification has been first approved by the Lessor, which approval shall not be unreasonably withheld; | ||
(g) | a receiver or a judicial manager is appointed of the assets or undertaking or any part thereof of the Lessee or the holder of any encumbrance takes possession of such assets or undertaking or any part thereof; or | ||
(h) | any event occurs which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events specified in this clause. |
(i) | to remedy the default; or | ||
(ii) | in the case of an Event of Default which is not capable of being remedied, to pay to the Lessor at its option an amount it finds acceptable in the exercise of reasonable judgement by way of compensation for the default; |
(i) | the Lessor shall have full right power and authority to re-enter upon and resume possession of the Land or any part thereof and the IR and any other structure on the Land and thereupon this Lease shall forthwith cease and determine; | ||
(ii) | all monies which have previously been paid to the Lessor by the Lessee and/or any other payment hereunder shall be forfeited and shall belong to the Lessor; |
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(iii) | the IR or any completed part thereof and all materials thereat or on the Land shall belong to the Lessor absolutely; | ||
(iv) | the Lessor shall be entitled to deal with the Land and the IR on such terms and conditions as the Lessor shall think fit (including but not limited to the re-disposal of the Land and any interest therein in the IR, whether or not the construction has already commenced or completed as if this Lease has never been entered into with the Lessee and whether by public auction, private treaty or by tender subject to such conditions and generally in such manner as the Lessor may in its discretion think fit) and without compensation or whatsoever to the Lessee; and | ||
(v) | the determination of the Lease Term and this Lease shall be without prejudice to any right of action or other remedy of the Lessor for the recovery of any payments hereunder already due to the Lessor from the Lessee or in respect of any subsisting breach of any term covenant or condition on the part of the Lessee herein contained. |
(i) | the Lessor has given notice in writing to the Approved Mortgagee, stating that it has become entitled to terminate this Lease and stating the reason or reasons it has become so entitled; | ||
(ii) | a period of thirty (30) days has elapsed following the giving of that notice and the Approved Mortgagee has not within that period of thirty (30) days by notice in writing to the Lessor agreed and undertaken to rectify the defaults or matters by reason of which the Lessor has become so entitled; | ||
(iii) | if the Approved Mortgagee, who has agreed and undertaken to rectify the defaults or matters by reason of which the Lessor has become entitled to terminate this Lease, has failed within a further period of thirty (30) days after that period of thirty (30) days (or such longer period as may be allowed by the Lessor) to rectify the said defaults or other matters; and | ||
(iv) | the Approved Mortgagee, has not (if the Lessor so directs by notice in writing to the mortgagee) appointed a receiver and manager or receivers and managers of the Land (but this paragraph (iv) shall not apply if the Approved Mortgagee, has on a previous occasion appointed a receiver and manager or receivers and managers whose appointment has not been terminated). |
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(i) | if sent by prepaid post, on the date of actual receipt; | ||
(ii) | if delivered by hand; on the date of delivery; and | ||
(iii) | if sent by facsimile and a correct and complete transmission report for that transmission is obtained by the sender, upon transmission if transmission takes place on a business day before 4:00 pm in the place to which the communication is transmitted and in any other case on the business day next following the day of transmission. |
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DATE OF LEASE
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EXECUTION BY LESSOR
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The COMMON SEAL of SINGAPORE
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TOURISM BOARD was hereunto
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) | |||||||
affixed in presence of:-
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) |
EXECUTION BY LESSEE
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The COMMON SEAL of MARINA
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) | |||||||
BAY SANDS PTE LTD was hereunto
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) | |||||||
affixed in the presence of :
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) |
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Name of Solicitor
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: | |||
Signature
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: | |||
Name of Solicitor
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: | |||
Signature
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: | |||
Name of Solicitor
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: | |||
Signature
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: | |||
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EXAMINED
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REGISTERED ON | ||||||
Date:
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Initials of Signing Officer |
REGISTRAR OF TITLES | |||||
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