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EXHIBIT 10.9
[LETTERHEAD]
Our Ref.: L/LE/9909032
September 24, 1999
Asia Online (Hong Kong) Limited By Hand
c/o FPDSavills (Hong Kong) Limited
23/F, Two Exchange Square
Central
Hong Kong
Attention: Mr. Richmond Wilburn/Ms. Gina Wong
Dear Sirs,
RE: SUITES 1601-1604 AND 1615-1616 ON 16TH FLOOR OF ONE INTERNATIONAL
FINANCE CENTRE
We refer to your offer dated September 15, 1999 in respect of the captioned
premises, the terms of which are acceptable to our principal, Central Waterfront
Property Development Limited. As per your request, we list herebelow the rental
terms for your formal acceptance.
1. LANDLORD/DEVELOPER
Mass Transit Railway Corporation and Central Waterfront Property Development
Limited.
2. TENANT
Asia Online (Hong Kong) Limited
3. PREMISES
Suites 1601-1604 and 1615-1616 on 16th Floor of One International Finance
Centre containing an area of approximately 7,338 sf lettable as hatched black
on the plan attached.
4. LEASE TERM
Three (3) years commencing on October 27, 1999 and expiring on October 26,
2002 (both days inclusive).
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5. RENT
Year 1 HK$330,210.00 per month (i.e.@HK$45 per sq. ft. per month)
Year 2 HK$330,210.00 per month (i.e.@HK$45 per sq. ft. per month)
Year 3 HK$352,224.00 per month (i.e.@HK$48 per sq. ft. per month)
The above rentals are exclusive of Government Rates and Service Charges and
are payable by the Tenant monthly in advance, subject to Clause 6 hereof.
6. RENT-FREE PERIOD
The following 10 months are free of rent payment-
October 27, 1999 to February 26, 2000 (4 months)
October 27, 2000 to January 26, 2001 (3 months)
October 27, 2001 to January 26, 2002 (3 months)
During these rent free periods, the Tenant has to pay the Service Charges and
Government Rates monthly/quarterly in advance.
7. SERVICE CHARGES
At the Tenant's account at $8.50 psf lettable (monthly sum is HK$62,373.00
per month) for year 1999 subject to future revision.
Service Charges include management and maintenance of common areas and common
facilities, office internal cleaning and standard hours of air-conditioning
supply.
The landlord's/developer's standard hours of air-conditioning supply will be
from 0800 hours to 1900 hours daily from Mondays to Fridays and upon request
extended to 2100 hours without extra charge and from 0800 hours to 1300 hours
for Saturdays. No standard hours of air-conditioning are provided on Sundays
and Public Holidays.
8. RENTAL DEPOSIT
Deposit of HK$1,177,749.00 (payable by cheque or cashier orders) equivalent
to 3 months rent and 3 months' Service Charges is required. One month's
deposit of HK$392,583.00 has been paid to us and which will be transferred to
form part of the rental deposit upon your formal execution of the Tenancy
Agreement. The remaining two months' deposit of HK$785,166.00 is to be paid
upon the formal execution of the Tenancy Agreement on or before September 30,
1999.
9. ADVANCE PAYMENTS
In addition to the balance of deposit as stated under sub-paragraph 8 above,
the following payments are also payable by the Tenant upon formal execution
of the Tenancy Agreement:-
<TABLE>
<S> <C>
Rent from 27/02/2000 to 26/03/2000 HK$330,210.00
Service Charge from 27/10/1999 to 26/11/1999 HK$ 62,373.00
Rates from 27/10/1999 to 26/01/2000 (calculated at 5% of annual rent) HK$ 49,531.50
Fitting out deposit (refundable) HK$ 20,000.00
Debris removal fee HK$ 7,338.00
-------------
HK$469,452.50
</TABLE>
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10. LEGAL COST
Each party shall bear its own legal cost in preparing, approving and
completing the Tenancy Agreement. The Landlord's solicitor is:
Woo, Kwan, Lee & Lo
26/F Jardine House
One Connaught Place, Central
Hong Kong
(Person in charge: Ms. Porey lp at tel. 2847 7935)
11. STAMP DUTY AND REGISTRATION FEE
To be borne by both parties in equal shares.
12. LANDLORD'S PROVISIONS
Standard false ceiling system with standard layout of light troughs (without
wiring), sprinklers, air-conditioning diffusers, a double-swing glass door
and raised floor will be provided.
For M/E modification, the Tenant shall employ its own contractors (as shall
have been reasonably approved by the Landlord) and/or Buildings' nominated
contractors (as the case may be). Tenant's fitout plan shall be approved by
the Landlord before actual work starts. The Fitting-Out Guide including M/E
Contractors' Lists, standard Fitting-out Deposit, Temporary Power Supply and
Debris Removal Charge rates will be supplied to you upon our receipt of your
acceptance of this offer letter.
13. OTHER TERMS
(a) The Tenant shall upon the term of this offer provide copies of its
Certificate of Incorporation and Business Registration Certificate in
proof of identity and legality of the company.
(b) The Tenant shall have an option to renew the tenancy at prevailing
market rent for a further term of three (3) years (in the same terms and
conditions save for rent and the option to renew) by giving to the
Landlord not less than six (6) months written notice before expiration
of the term hereinabove set out.
(c) The tenant shall be entitled:
(i) to allow not more than two (2) of its affiliated companies to share
the use and occupation of the said Premises or any part thereof
provided that such companies and the Tenant shall have executed a
Deed of Guarantee and Indemnity in a form previously agreed by and
between the parties; and/or
(ii) to sublet a maximum of 30% of the total lettable area of the said
Premises to one sub-tenant only during the term subject to
notification to the Landlord and prior approval from the Landlord
of the rent per square foot of the subletting, and subject further
to the payment of any profit derived from such subletting to the
Landlord.
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Yours faithfully,
INTERNATIONAL FINANCE CENTRE We confirm our acceptance to the
MANAGEMENT COMPANY LIMITED above terms and conditions
/s/ HENRY LAUNG /s/ KEVIN H. RANDOLPH [SEAL]
--------------- -----------------------------
Henry Laung (Signed with Co. Chop)
Property Manager Date: 27/9/98
HL/FL
Encl.
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[FLOOR PLAN]
16/F, One International Finance Centre
For identification purpose only
