1

Draft Amended 19 May 2009

Airport Authority of Trinidad and Tobago and Primis Corporation Limited Agreement for Lease

Original Draft prepared by John Mair Mair and Company Attorneys at Law Associacao Portuguesa Building Suite 6 50 Richmond Street Port of Spain

TABLE OF CONTENTS

(f) excise, sales and user taxes value added tax or similar impositions collected directly from patrons or guests or included as part of the sales price of any goods or services and paid to any Governmental Authority;..............................................................................71 (g) insurance proceeds (other than business interruption insurance proceeds as provided in paragraph (e) above);...................................................................................................71 (h) gratuities, service charges and bad debts, and............................................................71 (i) operational proceeds derived from charitable functions where the proceeds are paid over to the charity concerned;..........................................................................................71 Hotel has the meaning given in clause 1.5, and includes all related improvements, equipment and facilities and all FF&E, Inventories and Operating Equipment;.............71 Independent Auditor means a firm of independent certified accountants having hotel experience selected from time to time by the Tenant and approved by the Landlord, that approval not to be unreasonably withheld or delayed;....................................................71 Operating Standards means the operation of the Hotel at the standards customary and usual in the operation of resort Hotels of comparable size, character, class and standing in the same geographical area and appealing to the same market;..................................71 Operating Year means the period of twelve (12) months commencing in each year on 1 January and ending on the following 31 December, except that the first Operating Year shall commence on the date of commencement of the Term and ends on the following December 31. If this Lease terminates on a date other than 31 December in any year, the final Operating Year ends on the date of that termination.........................71

Draft 19 May 2009

AGREEMENT FOR LEASE

AN AGREEMENT made the day of BETWEEN: (1) THE AIRPORTS AUTHORITY OF TRINIDAD AND TOBAGO a body corporate established by the Airports Authority of Trinidad and Tobago Act Chapter 49:02 of the Laws of Trinidad and Tobago with its principal office at the Airports Administration Centre, Piarco International Airport, Caroni North Bank Road, Piarco, in the Island of Trinidad of the one part (hereinafter called the Landlord), and (2) PRIMIS CORPORATION LIMITED is a company incorporated under the Companies Act Chap. 81:01 of the Laws of Trinidad and Tobago with registered offices at 8 Bengal Street, St James, Port of Spain in the Island of Trinidad of the other part (hereinafter called the Tenant) BY WHICH IT IS AGREED as follows: 1. Definitions and Interpretations

In this agreement except where the context otherwise requires1.1 agree. 1.2 Schedule. 1.3 Date. 1.4 may agree. Contractors Deed means a deed in or substantially in the form of the draft Completion Date means the date falling 20 working days after the Certificate Certificate Date has the meaning specified in paragraph 5-11.3 of the Fifth Architects Deed means a deed in or substantially in the form of the draft deed

annexed as the Ninth Schedule to this agreement or with such modifications as the parties may

annexed as the Eighth Schedule to this agreement or with such modifications as the parties

1.5

Landlord includes the successors in title of the Landlord to the Site and any

other person who is at any time entitled to the reversion immediately expectant on the term agreed to be granted by this agreement. 1.6 Landlords Attorneys at Law means Mair and Company Attorneys at Law of

The Portuguese Association Building, Suite No. 6, 50 Richmond Street, Port of Spain or such other firm as the Landlord may from time to time notify to the Tenant as being the Landlords Attorney at Law for the purposes of this agreement. 1.7 Landords Representative means .(NB: Client to specify) of (address)

or such other person as the Landlord may from time to time appoint who may be an officer or employee of the Landlord to perform the functions of the landlords representative in accordance with the provisions of this agreement and notify to the Tenant as having been so appointed. 1.8 Landlords Works means the works which are to be carried out by the Landlord

adjacent to the Leased Property in accordance with the provisions of clause 11.3 of this Agreement consisting of the construction of a roadway and a bridge not less than [-----] metres wide to provide vehicular and pedestrian access and egress between the Site and the Golden Grove Branch Road over the road reserve coloured brown 30 metres wide and concrete drain coloured blue on the eastern boundary of the Leased Property as shown on the Plan together with related drains, curbs, .verges, pedestrian ways, and street lighting. 1.9 Lease means the a lease of the Property for a term of 50 years to be entered into

between the Landlord and the Tenant in accordance with the provisions of this Agreement in the form of the draft Lease annexed as the Sixth Schedule with such modifications (if any) as may be agreed in writing by the Landlord and the Tenant. 1.10 Legal Costs means all reasonable and proper fees disbursements and incidental

expenses including (but to the extent only that the Landlord is unable to obtain an input credit for the same) any VAT payable on those items of the Landlords Attorneys at Law in relation to 1.10.1 the negotiation of this agreement and the Lease; 1.10.2 the preparation execution and completion of this agreement together with the stamp duty on the counterpart of it; 1.10.3 the implementation of this agreement.

1.11 Agreement. 1.12 Schedule. 1.13

Plan means the Survey Plan of the Site marked A and annexed to this

Possession Date has the meaning specified in paragraph 4-6.1 of the Fourth

Premium means the sum of _____________________________United States

Currency (US$______) in accordance with 1.17 of the Form of Lease in the Sixth Schedule. 1.14 Prescribed Rate means 2% per year above the base lending rule of First Citizens

Bank Limited from time to time in force. 1.15 may agree. 1.16 Leased Property means the Site together with such of the Works as may from Professionals Deed means a deed in or substantially in the form of the draft

deed annexed as the Tenth Schedule to this agreement or with such modifications as the parties

time to time have been carried out on the Site. 1.17 1.18 Rent Commencement Date means the date of this agreement. Site means the Leased Property described in the Second Schedule, being part of

the Airport Estate described in the First Schedule. 1.20 Tenants Architects means .(Tenant to supply name of architect) of

(address) or such other firm of architects previously approved in writing by the Landlord that approval not to be unreasonably withheld or delayed as the Tenant may from time to time appoint as its architects in relation to the Works. 1.21 Tenants Attorney at Law means .(Tenant to supply name of Attorney

at Law) of (address) or such other firm of Attorneys at Law as the Tenant may from time to time notify the Landlord as being the Tenants Attorneys at Law for the purposes of this agreement. 1.22this Agreement means this document together with its seven schedules, namely The First Schedule - Airport Estate The Second Schedule - The Site The Third Schedule - The Works Fourth SchedulePre-conditions

Fifth ScheduleSixth ScheduleSeventh ScheduleEight ScheduleNinth ScheduleTenth Schedule-

Provisions relating to the Works Form of Memorandum of Lease Form of Monthly Report Contractors Deed Architects Deed Professionals Deed,

together with any document supplemental to or collateral with this document or entered into in accordance with the terms of this document. 1.23 working day means any day on which commercial banks in Trinidad and Tobago

are (or would be but for a strike lock-out or other stoppage affecting those banks generally) open during banking hours and working days are construed accordingly. 1.24 Schedule. 1.25 Tenant, subject to the provisions of Clause 9, does not include any successors in Works means (subject to paragraph 4-2.12 of the Fourth Schedule) the works

proposed to be carried out on the Site details of which are briefly described in the Second

title of the Tenant. 1.26 1.27 1.28 Words importing one gender are construed as importing any other gender. Words importing the singular are construed as importing the plural and vice versa. Where any party comprises more than one person the obligations and liabilities of

that party under this agreement are joint and several obligations and liabilities of those persons. 1.29 The clause and paragraph headings in the body of this agreement and in the

schedules do not form part of this agreement and are not to be taken into account in its construction or interpretation. 2. 2.1 Preconditions This agreement is entered into conditionally upon the matters referred to in the

Fourth Schedule and the provisions of the Fourth Schedule have effect accordingly. 2.2 reached. 3. Works Clauses 3 and 4 of this agreement do not have effect unless the Possession Date is

3.1

The Landlord must give the Tenant vacant possession of the Site on the Possession

Date and with effect from the Possession Date the Tenant has licence and authority to enter upon the Site for the purpose of carrying out the Works in accordance with the provisions of the Fifth Schedule but for no other purpose and the provisions of the Fifth Schedule have effect accordingly. 3.2 The Tenant shall hold the Site and the Property as tenant at will of the Landlord

from the Possession Date at the yearly rent of one hundred and twenty dollars United States Currency (US$120.00) payable in equal monthly instalments in advance on the first day of each month the first such instalment (apportioned if necessary as provided in clause 5.2) to be paid on the Possession Date. 3.3 3.3.1 3.3.2 The Tenant must pay the rent reserved by and in accordance with clause 3.2, and with effect from the Possession Date pay and indemnify the Landlord against all

rates taxes assessments duties charges impositions and outgoings from time to time charged assessed or imposed upon the Site or the Property or upon the owner or occupier of them. 3.4 The agreement contained in clause 4.1 for the grant and acceptance of the Lease is

an executory agreement only and save as expressly provided in clause 3.2 this agreement does not operate as an actual lease of the Site or the Property. 4. 4.1 Grant of the Lease Subject as provided in clause 2.2 and in the Fifth Schedule the Landlord must grant

the Lease for the Premium and the rents and other terms and conditions stated in the Lease and the Tenant must accept the Lease. 4.2 The Lease must be prepared by the Landlords Attorneys at Law and an

engrossment must be delivered to the offices of the Tenants Attorneys at Law at least 5 working days before the Completion Date. 4.3 The Lease must be completed on the Completion Date at the offices of the

Landlords Attorneys at law or at such other place as the Landlords Attorneys at Law reasonably require and on completion of the Lease the Tenant must pay the Premium. 4.4 Where by the Completion Date the Lease has not been completed solely or in part

because of any failure by the Tenant on or after the Certificate Date for any reason to comply

with its obligations under this agreement the Tenant must pay interest on the Premium at the Prescribed Rate from the Completion Date until the date on which the Lease is completed. 4.5 Where at any time after the Completion Date either the Landlord or the Tenant

being ready and willing to complete the Lease and perform its other obligations under this agreement, either party may (but without prejudice to any other available right or remedy) by notice to the other party invoke the provisions of clause 4.6. 4.6 Within 15 working days after service of a notice in accordance with the provisions

of clause 4.5 (excluding the day of service) the Lease must be completed and time is of the essence of this provision. 5. 5.1 Rent Commencement Where the Lease is completed rent is payable in accordance with the terms of the

Lease with effect from the Rent Commencement Date and on completion of the Lease 5.1.1 the Tenant must pay to the Landlord the rents in accordance with the terms of the

Lease (apportioned if necessary as provided in clause 5.2) in respect of the period commencing on the Rent Commencement Date and ending on the last day of the calendar month in which the Lease is completed; 5.1.2 the Landlord must pay or allow to the Tenant an amount equal to any rent

previously paid in accordance with clause 3 (apportioned if necessary as provided in clause 5.2) in respect of any period falling wholly or in part on or after the Rent Commencement Date. 5.2 Rent is apportioned for the purposes of clauses 3.2 and 5.1 on the assumption that it

accrues on a day to day basis and according to the number of days in the full year. 6. 6.1 Damages etc Subject to the provisions of the Fifth Schedule no damage to or destruction of the

Site or the Property or any part of the Site or the Property however occasioned in any way affects the obligations of the parties under this agreement. 7. 7.1 Restrictions Restrictions means all notices charges orders resolutions demands proposals

requirements regulations restrictions agreements directions or other matters affecting the Site and the Property or their use or affecting the Works served or made by any local or other competent authority or otherwise arising under any statute or any regulation or order made under any statute.

7.2

The Tenant holds the Site and the Property in accordance with the provisions of

clause 3 and the Property must be leased in accordance with the provisions of clause 4 subject to all (if any) Restrictions (whether in existence at the Possession Date or arising at any later date). 7.3 The Landlord makes no representation or warranties as to whether any Restrictions

exist or as to whether in other respects the Site now complies with any Restrictions. 7.4 The Tenant acknowledges that its obligations under this agreement and the Lease

are not affected or lessened in any way by the fact that the Site may not now comply with any Restrictions or that there may now or subsequently exist any Restrictions and the Tenant must with effect from the Possession Date comply with and indemnify the Landlord in respect of any liability under any Restrictions (whether made before or after the Possession Date). 8. 8.1 Representations etc Save as provided in clause 8.2 no agent adviser or other person acting for the

Landlord has at any time prior to the making of this agreement been authorised by the Landlord to make to the Tenant or to any agent adviser or other person acting for the Tenant any representation whatsoever (whether written oral or implied) in relation to the Site or the Property or to any matter contained or referred to in this agreement. 8.2 Any statement made in writing by the Landlords Attorneys at Law to the Tenants Attorneys at Law prior to the making of this agreement in reply to an inquiry made in writing by the Tenants Attorneys at Law was made with the authority of the Landlord. 8.3 No immaterial error omission or misstatement in this agreement or in any plan of

the Site referred to in this agreement or in any statement made by any person prior to the making of this agreement in any way affects the obligations of the parties under this agreement or entitles any party to damages or compensation. 9. Non-assignment

The Tenant may not assign underlet charge or otherwise deal in any way with the benefit of this agreement in whole or in part and the Landlord is not obliged to grant the Lease to any person other than the Tenant but this clause does not prevent the creation of a floating charge over all the assets of the Tenant for the purpose of the Tenants normal banking business nor does the existence at the date of this Agreement of any charge created by the Tenant for those purposes over after-acquired property constitute a breach of this Agreement. 10. Notices

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10.1

In this clause -

10.1.1 Landlords Address means the address of the Landlord shown on the first page of this agreement or such other address as the Landlord may from time to time notify to the Tenant as being its address for service for the purposes of this Agreement; 10.1.2 Tenants Address means the address of the Tenant shown on the first page of this agreement or such other address as the Tenant may from time to time notify the Landlord as being its address for service for the purposes of this agreement. 10.2 Any notice or other communication given or made in accordance with this agreement

must be in writing and 10.2.1 may (in addition to any other effective mode of service) be sent by registered post or recorded delivery post and; 10.2.2 shall (in the case of a notice or other communication to the Landlord but subject to clause 10.3.1) be served on the Landlord at the Landlords Address; 10.2.3 shall (in the case of a notice or other communication to the Tenant but subject to clause 10.3.2) be served on the Tenant at the Tenants Address. 11. 11.1 Landlords Works In this clause-

11.1.1 Landlords Approvals means all (if any) approvals consents permissions and licences of any local or other competent authority which may be necessary to enable the Landlord lawfully to commence and carry out the Landlords Works; 11.1.2 Landlords Plans means detailed plans drawings and specifications setting out the Landlords proposals for the Landlords Works. 11.2 The Landlord must within 60 days after the signing of this Agreement at its own

expense prepare the Landlords Plans and apply for and use all reasonable endeavours to obtain without delay all Landlords approvals. 11.3 With effect from the Possession Date or (if later) the date on which the Tenant has

obtained all Planning Permissions in accordance with the provisions of paragraph 4-3 of the Fourth Schedule, the Landlord at its own expense must carry out and complete with all due expedition the Landlords Works 11.3.1 in a good and workman-like manner and with sound materials of their respective kinds;

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11.3.2 in accordance with the Landlords Plans and this clause 11; 11.3.3 in accordance with all Landlords Approvals and otherwise in accordance with all requirements of the local and any other competent authority, and 11.3.4 in such a way as to cause no material obstruction to or interference with the carrying

out of the Works. 12. Agreement. 13. 13.1 Costs The Tenant must on the Possession Date pay to the Landlord the sum of $........... The Landlord may appoint a Landlords Representative for the purposes of this

(. Dollars) as a contribution towards the Legal Costs incurred or to be incurred by the Landlord in relation to this agreement. 13.2 Where this agreement determines in accordance with any provision of the Fourth

Schedule or the Fifth Schedule the Tenant must on demand pay to the Landlord an amount equal to all Legal Costs incurred by the Landlord up to the date of the determination (including any Legal Costs incurred in relation to the determination) credit being given for the amount paid in accordance with clause 11.1. 13.3 Where the Lease is completed the Tenant must on completion of the Lease pay to

the Landlord an amount equal to all Legal Costs incurred by the Landlord up to the date of completion of the Lease credit being given for the amount paid in accordance with clause 11.1 14. Register as Deed The Landlord must register this Agreement as a Deed under the Registration of Deeds Act (Chap 19:06 of the 1950 Revised Ordinances of Trinidad and Tobago) as soon as practicable after the date of this agreement.

15.

Non-merger etc To the extent that they remain to be observed and performed all the provisions of

this Agreement (including without limitation the provisions of the Fifth Schedule) continue in full force and effect notwithstanding completion of the Lease.

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IN WITNESS OF WHICH the Seal of the AIRPORTS AUTHORTY OF TRINIDAD AND TOBAGO was affixed to this Agreement the ..day of..and the Common Seal of PRIMIS CORPORATION LIMITED was affixed to this Agreement the ..day of..

The Common Seal of AIRPORTS AUTHORITY OF TRINIDAD AND TOBAGO was affixed by

) ) ) ) its Secretary in the presence of ) ) one of the Members of the Authority by ) order and authority of the Board of ) in conformity with its by laws ) and signed by them in the presence of: )

The Common Seal of PRIMIS CORPORATION LIMITED was affixed by its Secretary in the presence of

) ) ) ) one of the Directors of the company by ) order and authority of the Board of ) Directors in conformity with its by laws ) and signed by them in the presence of: )

FIRST SCHEDULE AIRPORT ESTATE

(Clauses 1.3; 2.4)

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ALL THAT parcel or lot of land comprising THREE HUNDRED AND THIRTY TWO POINT ZERO EIGHT ONE SEVEN HECTARES (332.0817 ha) be the same more or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad and bounded on the North SouthEastWestpartly by Churchill Roosevelt Highway, by lands of Frank Wilson, Bestcrete Limited and Trinidad Sugar Estate and Golden Grove Road, by Golden Grove Branch Road and lands of the State, by lands of Bestcrete Limited and Trinidad Sugar Estates and Churchill Roosevelt Highway and lands of the State, and by Golden Grove Road, Golden Grove Branch Road by lands of the State and Frank Wilson and described in the Grant of State Lands registered in Volume 3410 Folio 29 now described in the Certificate of Title registered in Volume 4475 Folio 185.

SECOND SCHEDULE The Site (clause 1.1)

ALL THAT piece or parcel of land comprising FOUR POINT FIVE EIGHT EIGHT HECTARES (4.588 ha) be the same or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad (being a portion of the larger parcel of land described in the First Schedule) and bounded on the North SouthEastWestby other lands of the Airports Authority of Trinidad and Tobago, by a concrete drain, partly by a Road Reserve 30m wide and partly by a road reserve for a roundabout 50m in diameter, and by the Oropuna River which stated piece or parcel of land is delineated coloured pink and shown as on the Plan and marked A and annexed to this Lease Agreement.

THIRD SCHEDULE The Works (clause 1.4;3; Fifth Schedule) (describe the Works)

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The description of the Works must be as detailed as possible in the absence of a comprehensive set of building documents.

FOURTH SCHEDULE Preconditions (clause 2) 4-1. Definitions and Interpretations In this schedule 4-1.1 Words and expressions defined in clause 1 of this Agreement and in the other paragraphs of this schedule have the meanings specified. 4-1.2 Outline Planning Permission means the outline planning permission in respect of the Works granted by the Town and Country Planning Division issued on 26 March 2007 under reference number T2 H0009/2007. 4-1.3 Restrictions has the meaning specified in clause 7.1 of this Agreement. 4-2. Building documents proposals for the Works and such engineering and other calculations and such other documents relating to the Works and in such detail 4-2.1.1 as are required to deal with all matters reserved by the terms of Outline Planning Permission for subsequent approval by the Town and Country Planning Division, and 4-2.1.2 as are otherwise required by the Surveyors to enable them to satisfy themselves as to the nature and extent of the Tenants proposals for the Works. 4-2.2 Notification means notification in writing by the Landlord to the Tenant; 4-2.2.1 4-2.2.2 confirming that the Landlord has received all of the Plans; confirming that the Landlord has approved the Plans either in the form in which they were originally submitted or with any variations (whether by way of alteration addition or omission) required by the Landlord as a

4-2.1 Plans mean the detailed plans drawings and specifications setting out the Tenants

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condition of granting its approval and agreed in writing by or on behalf of the Tenant, and 4-2.2.3 listing or otherwise identifying the Plans so approved.

4-2.3 Building Documents means the Plans listed or otherwise identified in the Notification with such modifications (if any) as may be agreed in writing by the Landlord and the Tenant on or before the Possession Date. 4-2.4 Relevant Date means the date on which Notification is received by the Landlord.

*4-2.5 Relevant Period means the period of 6 months immediately following the Relevant Date or such longer period (if any) as the parties may within that period of 6 months agree in writing. Outline Approval 4-2.6 The Tenant confirms that the Outline Planning Permission of the Town and Country Planning Division issued to the Landlord (the application for which was in accordance with the requirements of the Tenant) is entirely acceptable to the Tenant. 4-2.7 As soon as practicable after the date of this agreement the Tenant must at its own expense cause Plans to be prepared by the Tenants architects and submit them to the Landlord for approval. 4-2.8 The approval of the Plans by the Landlord is at the discretion of the Landlord. 4-2.9 The Landlord must (subject to paragraph 4-2.8) give Notification as soon as he is able to do so. 4-2.10 Where for any reason by the expiry of the period of 3 months immediately following the date of this agreement the Landlord does not give Notification then the provisions of paragraph 4-2.11 have effect immediately on the expiry of that period. 4-2.11 In the circumstances specified in paragraph 4-2.10 this agreement must (save for clause 11.2) immediately determine and cease to have effect and neither party is under any further liability to the other under this agreement. 4-2.12 With effect from the Relevant Date this agreement has effect as if references to the Works are (subject to the provisions of the Fifth Schedule) references to the Works as detailed in the Building Documents.

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4-3.

Planning Permission Works as constitute development within the meaning of the Town and Country Planning Act Chap___ section ___.

4-3.1 Planning Permission means detailed planning permission for the carrying out of the

4-3.2 Condition means any condition or requirement subject to which Planning Permission is granted. 4-3.3 Adverse Condition means any condition which would 4-3.3.1 4-3.3.2 prejudice the Landlords interest in the Site or the Property, or prejudice the Tenants interest in the Site or the Property under the Lease, or 4-3.3.3 alter the design layout nature capacity or standard of construction of the Property as provided for in the Building Documents; 4-3.3.4 4-3.3.5 prejudice the use of the Property or any substantial part of the Property for the purpose[s] specified in the Lease or hinder the carrying out of the Works in accordance with the provisions of the Fourth Schedule 4-3.4 The Tenant must 4-3.4.1 as soon as practicable after the Relevant Date apply in the name of the Landlord to the Town and Country Planning Division for Planning Permission and diligently pursue the application; 4-3.4.2 pay and indemnify the Landlord against all fees costs and expenses incidental to any application for Planning Permission made in accordance with the provisions of this paragraph; 4-3.4.3 use all reasonable endeavours to obtain Planning Permission within the Relevant Period, and 4-3.4.4 promptly and at its own expense supply to the Landlord a copy of any application for Planning Permission made in accordance with the provisions of this paragraph (with a copy of all accompanying drawings and other documents) and a copy of any Planning Permission granted.

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4-3.4A

The Landlord must facilitate all applications by the Tenant for development of the Site and co-operate fully with the Tenant in obtaining detailed planning permission. For that purpose, the Landlord must sign all applications and communications with the Town and Country Planning Divisions that the Tenant requests and the Landlord promptly send to the Tenant all correspondence sent by the Town and Country Planning Division in respect of the Site.

4-3.5 Where the Town and Country Planning Division either refuses or is construed to have refused Planning Permission or grants Planning Permission subject to any Adverse Condition the Tenant is not obliged by the terms of this paragraph to appeal against the decision or construed decision of the Town and Country Planning Division but in any case the Tenant may (and must if reasonably so required in writing by the Landlord) make a further application for Planning Permission in accordance with paragraph 4-3.4. 4-3.6 Where in relation to any Condition either party considers on reasonable grounds that the same is an Adverse Condition affecting that party (Affected Party) the Affected Party may so notify the other party in writing within 10 working days after the date on which the Affected Party first receives the original or a copy of the relevant Planning Permission as the case may be (time being of the essence). 4-3.7 Where for any reason by the expiry of the Relevant Period either no Planning Permission has been granted or no Acceptable Planning Permission has been granted (as to which the provisions of paragraph 4-3.8 apply) then (notwithstanding any Planning Permission that may be granted after the expiry of the Relevant Period) the provisions of paragraph 5 have effect. 4-3.8 For the purposes of paragraph 4-3.7 a Planning Permission granted before the expiry of the Relevant Period 4-3.8.1 is an Acceptable Planning Permission if no notification is given in accordance with and within the period specified in paragraph 4-3.6 in respect of any Condition of the Planning Permission; 4-3.8.2 is not an Acceptable Planning Permission where notification is given in accordance with and (whether before or after the expiry of the Relevant Period) within the period specified in paragraph 4-3.6 in respect of any Condition of the Planning Permission. 4-4. Tenders

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4-4.1 Building Contract means a building contract for the carrying out of the Works in the form of the contract published by the FIDIC 1999 Edition with amendments as may be approved in writing by the Landlord such approval not to be unreasonably withheld or delayed. 4-4.2 Tender means a tender for the carrying out of the Works in accordance with the Building Documents and on the basis of the Building Contract and Tenders are construed accordingly. 4-4.3 Acceptable Tender means any Tender unless 4-4.3.1 the tenderer has stated in the Tender or otherwise notified the Tenant in writing that he is unable or unwilling to commence the Works until a date falling more than 40 working days after the expiry of the Relevant Period, or 4-4.3.2 the Tender is made on the basis of a contract price for the Works in excess of Two Hundred Million Trinidad and Tobago Dollars (TT$200,000,000.00). 4-4.4 Tender Period means the period expiring 20 working days before the expiry of the Relevant Period. 4-4.5 As soon as practicable after the Relevant Date the Tenant must invite Tenders from such person or persons as shall have been previously approved in writing by the Landlord (that approval not to be unreasonably withheld or delayed). 4-4.6 The Tender must make it a condition of the making of any Tender that the same is made within the Tender Period and that a copy of the Tender and of all tender documents is supplied to the Landlord for approval. 4- 4.7 The Tenant must not accept any Tender unless the terms of the Tender and the Tender documents have first been approved in writing by the Landlord. 4- 4.8 The approval of any Tender by the Landlord must not be unreasonably withheld and the Landlord must procure that within 20 working days after receipt by the Landlord of a copy of any Tender and of all Tender documents relating to the Tender the Landlord must give written notice to the Landlord and to the Tenant stating whether or not the Landlord approve the Tender in question.

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4-4.9 Where for any reason either 4-4.9.1 by the expiry of the Tender Period no Acceptable Tender has been received, or 4-4.9.2 by the expiry of the Relevant Period every Acceptable Tender previously received has been withdrawn, or 4-4.9.3 by the expiry of the Relevant Period the Landlord have not given written notice to the Landlord and the Tenant in accordance with paragraph 4-4.8 that the Landlord approve any Tender received during the Tender Period, then and in any such case (and notwithstanding any Tender that may be received after the expiry of the Tender Period) the provisions of paragraph 4-5 have effect. 4-5. Termination Relevant Period. 4-5.2 In any of the circumstances specified in paragraphs 4-3.6 and 4-4.9 then on the Termination Date and notwithstanding anything to the contrary contained or implied elsewhere in this agreement this agreement (save for clause 11.2 and save for paragraph 4-3.4.2 and without prejudice to any pre existing right of action of either party in respect of any breach by the other of its obligations under this schedule) immediately determines and ceases to have effect and neither party is under any further liability to the other under this agreement. 4-6. Possession which all of the following conditions have been satisfied 4-6.1.1 Planning Permission has been granted in respect of which no notification has been given in accordance with and within the period specified in paragraph 43.6, and 4-6.1.2 at least one Acceptable Tender has been received during the Tender Period and not subsequently withdrawn in respect of which the Landlord have given written notice to the Landlord and the Tenant in accordance with paragraph 44.8 that they approve the same (Approved Tender), 4-6.1.3 the Tenant has complied with the pre-conditions set forth in paragraph 4-7 or such earlier date as the parties may agree in writing.

4-5.1 Termination Date means the date falling 14 working days after the expiry of the

4-6.1 Possession Date means the earliest date after the expiry of the Tender Period on

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4-6.2 Architect means (Note: Tenant to supply name of architect) of (address) or any other person (being a fellow or associate of the Trinidad and Tobago Institute of Architects previously approved in writing by the Landlord such approval not to be unreasonably withheld or delayed. 4-6.3 Subject to obtaining the prior approval in writing of the Landlord that approval not to be unreasonably withheld or delayed the Tenant must engage the services of all such professional firms or persons in addition to the Tenants Architects as may from time to time (whether before or after the Possession Date) be necessary or appropriate in relation to the matters referred to in this schedule or the Fifth Schedule. 4-6.4 Within 5 working days after the Possession Date the Tenant must accept the Approved Tender (or if there is more than one Approved Tender such one of them as the Tenant may in its discretion select). 4-6.5 Within 10 working days after the Possession Date the Tenant must at its own expense 4-6.5.1 enter into the Building Contract with the person whose Tender has been accepted (Building Contractor) and appoint the Architect to perform the functions of the architect under the Building Contract; 4-6.5.2 procure that there is delivered to the Landlord a Contractors Deed duly executed by the Building Contractor; 4-6.5.3 procure that there is delivered to the Landlord an Architects Deed duly executed by the Architect; 4-6.5.4 procure that there is delivered to the Landlord a Professionals Deed duly executed by the Tenants Architects, and 4-6.5.5 procure that there shall be delivered to the Landlord a Professionals Deed duly executed by each firm or person engaged by the Tenant prior to the Possession Date in accordance with paragraph 4-6.3. 4-6.6 Any failure by the Tenant for any reason to comply with its obligations under paragraphs 4-6.4 and 4-6.5 constitutes a breach of a fundamental term of this agreement.

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4-6.7 Subject to paragraph 4-6.3 the Tenant must not on or after the Possession Date engage any firm or person as architects in relation to the Works or to perform any other professional services or functions in relation to the Works unless there has first been delivered to the Landlord a Professionals Deed duly executed by each such firm or person. 4-7 Pre-conditions to the Possession of the Site by the Tenant The following in paragraphs 4-7 are conditions to be satisfied by the Tenant before the Tenant becomes entitled to possession of the Site, that is to say, the Tenant submits to the Landlord evidence, to the reasonable satisfaction of the Landlord4-7.1 Equity Capital injected that the Tenant has subscribed no less than $XYZ to the equity capital of the Tenant. 4-7.2 Financing Arranged that the Tenant has obtained construction financing for the erection of the Works and medium term (at least 15 years) loan financing for the Project, that is to say, the construction and operation of a hotel and conference centre on the Site. 4-7.3 Agreement for consulting services that the Tenant has entered into an agreement (or agreements) with a reputable hotel operating company approved by the Landlord to provide consulting services to the Tenant in the planning, construction, equipping, opening and management of the hotel and conference centre that the Tenant is to erect on, at the Property, that agreement (or agreements) to be on terms and conditions acceptable to the Landlord, including, but not limited to the operation of the hotel and conference center at a standard equivalent to at least the standard prescribed by the American Automobile Association (AAA) for its Four Diamond Rating prevailing from time to time, and where the AAA ceases classifying and evaluating hotels at this level, then the last such published standard of the AAA for a Diamond Rating for hotels; 4-7.4 Hotel Operating Agreement that the Tenant has entered a hotel operating agreement for at least a 10 year period in respect of the hotel and conference centr with an internationally recognised operator of an international chain of hotels acceptable to the Landlord; 4-7.5 Plans and Specifications to Four Diamond Standard that the plans and specifications for the Works are consistent with levels of quality, amenity dimension and finish of a Four Diamond rating standard prescribed by the AAA, and

22

4-7.6 Tenant commitments for office, retail spaces that the Tenant has obtained commitments for the tenanting of the areas designated in the plans for the development for letting as offices and retail operations, at commercial market rents and on other conditions. 4.8 Tenants Temporary Access The Tenant its servants and agents are entitled on reasonable notice to the Landlord and the Landlords consent to have temporary access to the Property before the Possession Date for the purposes of conducting soil tests and of performing topographical surveys of the Property.

FIFTH SCHEDULE Provisions relating to the Works 5-1. Definitions and interpretation In this schedule 5-1.1 Words and expressions defined in clause 1 of this agreement and in the other paragraphs of this schedule have the meanings specified. 5-1.2 Restrictions has the meaning specified in clause 7.1 of this agreement. 5-1.3 Outline Planning Permission has the meaning specified in paragraph 4-1.2 of the Fourth Schedule. 5-1.4 Building Documents (subject to paragraph 5-5.5) has the meaning specified in paragraph 4-2.3 of the Fourth Schedule. 5-1.5 Planning Permission means any Planning Permission (as defined in paragraph 4-3.1 of the Fourth Schedule) which is an Acceptable Planning Permission (as referred to in paragraph 4-3.8 of the Fourth Schedule). 5-1.6 Building Contract (subject to paragraph 5-6.3) means the building contract entered into by the Tenant in accordance with the provisions of to paragraph 4-6.5.1 of the Fourth Schedule.

23

5-1.7 Building Contractor (subject to paragraph 5-6.3) has the meaning specified in paragraph 4-6.5.1 of the Fourth Schedule. 5-1.8 Architect (subject to paragraph 5-6.5) means the person appointed by the Tenant to perform the functions of the architect under the Building Contract in accordance with the provisions of paragraph 4-6.5.1 of the Fourth Schedule. 5-2. Approvals other approvals consents permissions and licences of any local or other competent authority which may from time to time be necessary to enable the Tenant lawfully to commence and to carry out the Works and each and every stage or phase of the Works and (if the same are destroyed or damaged) and (if the same are destroyed or damaged) to reinstate the Works and Approval is construed accordingly. 5-2.2 The Tenant must 5-2.2.1 use all reasonable endeavours to obtain all Approvals which are from time to time necessary and must supply to the Landlord a copy of every application for any Approval (with a copy of all accompanying drawings and other documents) and a copy of every Approval obtained; 5-2.2.2 use all reasonable endeavours to procure that none of the Approvals is revoked and that all Approvals continue in full force and effect; 5-2.2.3 pay and indemnify the Landlord against all fees costs and expenses of an incidental to the matters referred to in this paragraph. 5-2.3 The Tenant must not (and must procure that no other person shall) without the prior consent in writing of the Landlord apply for or agree to any variation relaxation or waiver of any Approval (whether obtained before or after the date of this Agreement) or of any condition attached to any such Approval but subject to compliance by the Tenant with its obligations under this paragraph References in this schedule to Approvals are construed as referring to the Approvals as from time to time varied, relaxed or waived. 5-3. Consents of Adjoining Owners and indemnity Site and includes all roads, footpaths, walls, fences, buildings, and other erections and all pipes, wires, cables, and other apparatus on such property.

5-2.1 Approvals means the Outline Planning Permission the Planning Permission, and all

5-3.1 Adjoining Property means any property adjoining or in the neighbourhood of the

24

5-3.2 Adjoining Owners means all owners and occupiers of any Adjoining Property. 5-3.3 Apparatus means all (if any) pipes, wires, cables, and other apparatus on the Site serving any Adjoining Property or belonging to or used for the purposes of the undertaking of any statutory undertaker. 5-3.4 Adverse Rights means all (if any) rights of light and air and other rights and easements whatever (including any rights and easements in respect of Apparatus) and all (if any) other restrictions enjoyed over the Site by any Adjoining Property and Adverse Rights are construed accordingly. 5-3.5 Consent means in relation to any Adverse Right or Apparatus which would or might be interfered with by the carrying out of the Works the consent in writing of all Adjoining Owners and other persons entitled to or interested in the Adverse Right or apparatus in question or (as the case may be) the consent in writing of the relevant statutory undertaker to either 5-3.5.1 the removal or diversion (whether temporarily or permanently) of the Apparatus in question or other subject matter of the Adverse Right in question; or 5.3.5.2 the carrying out of the Works notwithstanding such interference;

such consent (in any such case) to be on terms previously approved in writing by the Landlord (that approval not to be unreasonably withheld or delayed) and Consents are construed accordingly. 5-3.6 Where the Works cannot be carried out without interfering with an Adverse Right or with any Apparatus the Tenant must promptly and at its own expense obtain all necessary Consents and must pay such compensation as may be required for the giving of any such Consent. 5-3.7 The Tenant must not do or permit or suffer to be done on the Site anything which might 5-3.7.1 be or become a danger or nuisance to any Adjoining Owners or to members of the public generally; 5-3.7.2 cause damage to any Adjoining Property or to any Apparatus, or

25

5-3.7.3

interfere with any Adverse Rights or Apparatus (unless permitted by a Consent and then only in accordance with the terms of the Consent),

and the Tenant must at its own expense in carrying out the Works take all necessary measures and precautions to avoid any such danger nuisance damage or interference. 5-3.8 The Tenant is answerable for and must indemnify the Landlord against all actions, costs, claims, demands, and liability whatever in relation to any failure by the Tenant to comply with its obligations under this paragraph 5-3 or with the terms of any Consent or otherwise in relation to the carrying out of the Works (including without limitation all actions, costs, claims, demands, and liability in respect of the death of or personal injury to any person whether engaged in the carrying out of the Works or otherwise) unless the same arises from any wilful or negligent act or omission of the Landlord or of any person acting for or under the control of the Landlord. 5-4. Materials out the Works is not procurable within a reasonable time or (although procurable within a reasonable time) is not procurable at a reasonable cost then the Tenant may with the prior consent in writing of the Landlord (such consent not being unreasonably withheld or delayed) substitute for them alternative materials of no lesser quality. 5-4.2 Notwithstanding anything to the contrary contained or implied elsewhere in this Agreement the Tenant undertakes that no material or substance not in accordance with good current building practice shall be used or incorporated in the works. 5-5. Variations the details of the Works contained in them (whether by way of alteration, addition or omission). 5-5.2 Unacceptable Variation means any Variation which would substantially alter the design, layout, nature, capacity or standard of construction of the Property as provided for in the Building Documents or prejudice the use of the Property or any substantial part of the Property for the purpose specified in the Lease. 5-5.3 Permitted Variation means 5-5.3.1 any Variation which is not an Unacceptable Variation and which is required by any local or other competent authority either as a condition of the grant

5-4.1 Where any of the materials referred to in the Building Documents necessary for carrying

5-5.1 Variation means any amendment to or departure from the Building Documents and

26

or continuance in force of any Approval or in consequence of any variation relaxation or waiver of any Approval, and 5-5.3.2 any Variation which is made in order to comply with the Tenants obligations under paragraph 5-3 and which has been previously approved in writing by the Landlord that approval not to be unreasonably withheld or delayed, and 5-5.3.3 5-5.3.4 any Variation made in accordance with paragraph 5-5.1, and any other Variation which is not an Unacceptable Variation and which is proposed by the Architect and approved in writing by the Landlord that approval not be unreasonably withheld or delayed. and Permitted Variations is construed accordingly. 5-5.4 The Tenant must promptly notify the Landlord of any Variation required by any local or other competent authority either as a condition of the grant or continuance in force of any Approval or in consequence of any variation relaxation or waiver of any Approval. 5-5.5 References in this schedule to Building Documents are construed as referring to the Building Documents as from time to time varied by any Permitted Variations. 5-6. Building contract and related matters 5-6.1.1 not without the prior consent in writing of the Landlord (that consent not to be unreasonably withheld or delayed) vary or modify the terms and conditions of the Building Contract (but so that references in the remainder of this schedule to the Building Contract are construed as referring to the Building Contract as from time to time varied or modified with such consent as above); 5-6.1.2 5-6.1.3 at all times comply with the Tenants obligations under the Building Contract; use all reasonable endeavours to procure that the Building Contractor at all times complies with its obligations under the Building Contract; 5-6.1.4 not waive any of its rights under the Building Contract but use all reasonable endeavours to enforce the same;

5-6.1 The Tenant must -

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5-6.1.5

notify the Landlord promptly of any failure by the Building Contractor to comply with its obligations under the Building Contract and of any circumstances likely to give rise to such failure;

5-6.1.6

not without the prior consent in writing of the Landlord (that consent not to be unreasonably withheld or delayed) exercise or seek to exercise any right which may be or become available to the Tenant to determine the Building Contract or to treat the same as determined;

5-6.1.7

if so required in writing by the Landlord on or at any time after determination of this agreement in accordance with paragraph 5-12 at its own expense assign to the Landlord in such manner as the Landlord requires the full benefit of the Building Contract and of the rights and remedies of the Tenant under it.

5-6.2 Where the Building Contract determines the Tenant must not enter into any other contract with any person and the for the carrying out of the Works unless 5- 6.2.1 that person and the form of such contract have been previously approved in writing by the Landlord, and 5- 6.2.2 there has first been delivered to the Landlord a deed to the same effect as the Contractors Deed duly executed by that person. 5- 6.3 Where the Tenant enters into any contract (New Building Contract) with any person (New Contractor) in accordance with the provisions of paragraph 5- 6.2 this schedule shall subsequently have effect as if references to the New Building Contract and the New Contractor respectively and as if references to specific clauses of the Building Contract were references to the corresponding clauses of the New Building Contract.

5-6.4* The Tenant must not appoint any person other than the Architect to perform the functions of the architect under the Building Contract (or any equivalent functions under any New Building Contract) unless 5-6.4.1 5-6.4.2 that person has been previously approved in writing by the Landlord, and there has first been delivered to the Landlord a deed to the same effect as the Architects Deed duly executed by that person.

28

5- 6.5 Where the Tenant appoints any person in accordance with paragraph 5- 6.4 this schedule shall subsequently have effect as if references to the Architect were references to the person so appointed. 5-7. Carrying out of the works or (if later) as soon as all necessary Approvals have been obtained to enable the Tenant lawfully to do so. 5-7.2 Foundation Survey Immediately after the laying of the foundation for the Works the Tenant must procure that a licenced land surveryor, approved by the Landlord for the purpose, conducts a foundation survey of the foundation to ascertain whether the foundation and the building to be erected (a) (b) (c) Landlord. 5- 7.3 Subject to all Approvals and Consents from time to time necessary being obtained and continuing in force the Tenant shall at its own expense diligently carry out and complete the Works 5- 7. 3.1 in a good and workmanlike manner and with sound materials of their respective kinds; 5- 7. 3.2 in accordance with the terms of all Approvals and otherwise in compliance with all Restrictions; 5- 7. 3.3 in accordance with the terms of all Consents; 5- 7. 3.4 in accordance with the Building Documents, and 5- 7. 3.5 otherwise in accordance with the provisions of this schedule. is and will be within the boundaries of the Property; is and will be within the building set back lines, and does not encroach on any easement right of way lines,

5- 7.1 The Tenant must commence the Works within 5 working days after the Possession Date

and The Tenant must on receiving the foundation survey immediately give a copy to the

5- 7.4 During the progress of the Works the Tenant must at its own expense maintain the Works in good order and condition and take all necessary measures and precautions 5- 7. 4.1 to protect the Works from damage by fire, and 5- 7. 4.2 to keep the Site secure against trespassers.

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5- 7.5 The Tenant must 5- 7. 5.1 pay and indemnify the Landlord against all fees charges and other payments whatever which may at any time be payable to any local or other competent authority in respect of the Works, and 5- 7. 5.2 be answerable for and indemnify the Landlord against all actions, costs, claims, demands and liability whatever in relation to any failure by the Tenant to comply with its obligations under paragraph 5- 7.3.2. 5- 7.6 The Tenant must 5- 7. 6.1 not use or occupy the Site or permit or suffer the Site to be used or occupied for any purpose other than the carrying out of the Works; 5-7. 6.2 not deposit or permit or suffer to be deposited on the Site any materials which are not required for the carrying out of the Works; Fossils 5-7.6.3 notify the Landlord immediately if any fossils coins articles of value or antiquity of historic or prehistoric geological or archaeological interest are discovered in the course of carrying out the Works and so that (subject to the rights of the State) the Landlord shall have the sole property in all such articles and they must be dealt with as the Landlord shall reasonably direct. 5- 7.7 The Tenant must promptly notify the Landlord of any notices received by the Tenant (whether from any local or other competent authority or from any Adjoining Owner) relating in any way to the Site or the Works and must supply a copy of every such notice to the Landlord within 5 working days after receipt of the same. 5- 7.8 The Tenant must indemnify the Landlord against all claims by unpaid suppliers in respect of any goods or materials from time to time on the Site. 5- 7.9 No representation is made or warranty given by the Landlord that the Site is suitable for the carrying out of the Works and no defect which may be found to exist in the Site in any way lessens or affects the obligations of the Tenant under this schedule. 5-7.10 The Tenant agrees not to deposit or permit to be deposited upon the public highways or on the road way to be constructed by the Landlord in accordance with the provisions of clause 11 any building or other material and to comply with all instructions of the Landlord or the police given to prevent any congestion of or hazard to traffic and in any

30

event to arrange for the delivery and removal of all materials to and from the Site with as little inconvenience to pedestrians and traffic as possible. 5-7.11 The Tenant agrees to provide in any contract for the carrying out of the whole or any part of the Works a provision requiring the contractor under that contract to comply with the terms of paragraph 5-7.10 and 5-7.11 and to clean and take all steps as may be necessary to prevent any earth, soil, clay, mud or similar material from being deposited on the public highways and in the event of any material being deposited on the public highways in any manner whatsoever to take immediate steps for clearing and cleaning the public highways to the satisfaction of the Landlord. 5-7.12 Where there is any damage to the Landlords Works by the Tenant its agents, servants or independent contractors during or after construction of the Landlords Works, and the Landlord delivers a notice to the Tenant specifying the damage caused by the Tenant, its servants agents or independent contractors, the Tenant must proceed to effect all remedial works necessary to repair and restore the Landlords Works. Where the Landlord serves a notice on the Tenant in accordance with the provisions of this paragraph 5-7.12 and the Tenant fails to proceed with and complete the remedial works required within 30 days after the date of the notice or within such other period as the Landlord may specify in the notice, the Landlord may proceed to effect that remedial work and to recover the costs incurred by the Landlord from the Tenant as rent. 5-7.13 The Tenant agrees not to sell or dispose of any earth, clay, gravel, or sand from the Site or permit or suffer any of the same to be removed except so far as is necessary for the execution of the Works subject to the provisions of paragraph 5-7.14. 5-7.14 The Landlord and the Tenant agree that the Tenant may use for the purpose of the Works and without making any payment to the Landlord or to any person any of the substances which may be excavated in the proper execution of the Works. 5-8. Review of Works 5- 8.1.1 that the Landlord are afforded an opportunity to attend all site-meetings relating to the Works; 5- 8.1.2 that (whether or not the Landlord have attended) a copy of the minutes or every such site-meeting is promptly supplied to the Landlord;

5- 8.1 The Tenant must procure -

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5- 8.1.3 that a copy of every instruction, variation order certificate and other instrument issued by the Architect in accordance with the provisions of the Building Contract is promptly supplied to the Landlord. 5- 8.2 The Landlord5- 8.2.1 may at any time on giving to the Tenant or the Architect reasonable prior notice of their intention to do so enter upon the Site and the Property in order to view the state and progress of the Works; 5- 8.2.2 may perform such tests and inspections as they may require in order to determine whether the Works have been and are being carried out in accordance with this schedule; 5- 8.2.3 may (if they have reasonable grounds for believing that any completed Works have not been carried out in accordance with this schedule) at any time prior to the Certificate Date and subject to the provisions of paragraph 5- 8.7 require the Tenant to open up the same for inspection. Where the .inspection reveals no failure by the Tenant to comply with its obligations under this schedule all reasonable additional costs and expenses incurred by the Tenant in reinstating the same must be repaid by the Landlord to the Tenant on demand with interest at the Prescribed Rate from the date of repayment by the Tenant (or of demand if later) until the date of payment by the Landlord, but the Landlord must not in the exercise of their rights under this paragraph unnecessarily or unreasonably interfere with the carrying out of the Works nor is the Landlord entitled to enter upon the Site or the Property unless accompanied by a representative of the Tenant or the Architect. 5- 8.3 Where the Landlord reasonably consider that any Works have not been or are not being carried out in accordance with this schedule they may subject as provided in paragraph 5- 8.7 at any time serve on the Tenant and on the Architect a notice (Defects Notice) specifying the relevant defects in the Works. 5- 8.4 The Tenant must immediately upon service of a Defects Notice at its own expense take all such measures as are necessary to remedy the defects specified in the Defects Notice (Remedial Measures). 5- 8.5 Where the Remedial Measures are not commenced within 6 working days after service of the Defects Notice or where the Tenant otherwise fails diligently to carry out and complete the same the Landlord may (but without prejudice to any other right or

32

remedy of the Landlord in respect of this failure) itself carry out and complete the Remedial Works or cause the same to be carried out and completed and all costs and expenses incurred by the Landlord in so doing must be repaid by the Tenant to the Landlord on demand with interest at the Prescribed Rate from the date of payment by the Landlord (or of demand if later) until the date of repayment by the Tenant. 5- 8.6 Save only as provided in paragraph 5-8.7 no test or inspection of the Works by the Landlord and (if any Works have not been or are not being carried out in accordance with this schedule) no failure or omission by the Landlord to serve a Defects Notice and no approval by the Landlord or the Landlord of the Building Documents or of any Variation or of any other mater or thing referred to in this schedule in any way affects or lessens the obligations of the Tenant under this schedule. 5-8.7 Where at any time any of the Works are carried out otherwise than in accordance with the Building Documents and this fact might reasonably have been expected to be apparent on visual inspection to the Landlord on the first occasion following the carrying out of the relevant Works on which they actually inspected the same in accordance with the provisions of this paragraph 5-8 (Relevant Inspection) then unless within 5 working days after the date of the Relevant Inspection (time being of the essence) the Landlord have served on the Tenant and on the Architect a Defects Notice in respect of that non-compliance the relevant Works are treated for all purposes of this schedule as having been carried out in accordance with the Building Documents but this paragraph 5- 8.7 does not apply to any non-compliance with the Building Documents which would amount to an Unacceptable Variation nor does this paragraph 5- 8.7 affect in any way the right of the Landlord to serve a Defect Notice following any subsequent inspection of the Works in respect of any non-compliance with the Building Documents occurring after the Relevant Inspection.

5-9.

Insurance 5-9.1.1 fire lightning explosion aircraft (including articles dropped from aircraft) riot civil commotion malicious persons earthquake storm tempest flood bursting and overflowing of water pipes tanks and other apparatus and impact by road vehicles, and 5-9.1.2 marine risks in respect of imported plant and equipment;

5- 9.1 Insured Risks means -

33

5-9.1.3

all other risks (if any) required to be insured against in accordance with the provisions of the Building Contract, and

5-9.1.4

such other insurable risks as the Landlord may reasonable require and notify in writing to the Tenant.

5-9.2 From the date of this agreement until completion of the Works the Tenant must insure or cause to be insured the Works in the joint names of the Landlord and the Tenant against loss or damage by the Insured Risks in an amount equal to the full cost of reinstating the Works (or such part of the Works as shall from time to time have been carried out ) in the event of their total destruction together with the cost of demolition site clearance architects and other professional fees, testing, airfreight. 5-9.3 The Tenant must immediately effect and subsequently maintain (or cause to be effected and maintained) such insurances and in such amounts as the Landlord shall from time to time reasonably require in respect of the liability of the Tenant under paragraph 5-9 and any liability of the Landlord in relation to the matters referred to in paragraphs 5-3.7 and 5-3.8. 5-9.4 All insurances referred to in this paragraph 5-9 must be effected with insurers previously approved in writing by the Landlord that approval not to be unreasonably withheld or delayed. 5-9.5 The Tenant must pay or procure the payment of all premiums and other money necessary to effect and maintain all insurances referred to in this paragraph 5-9 and must produce to the Landlord on demand the policy or policies of that insurance and the receipt or receipts for the then current years premium. 5-9.6 Where the Tenant fails to insure or to procure insurance in accordance with this paragraph 5-9 then the Landlord may (but without prejudice to any other right or remedy of the Landlord in respect of such failure) itself effect and maintain that insurance and all premiums and other money paid by the Landlord for that purpose must be repaid by the Tenant to the Landlord on demand with interest at the Prescribed Rate from the date of payment by the Landlord (or of demand if later) until the date of repayment by the Tenant. 5-9.7 The Tenant must comply (and must procure compliance by the Building Contractor and the Architect and by all persons acting for or under the control of the Tenant) with all requirements of the insurers and neither the Landlord nor the Tenant may do or permit

34

or suffer to be done on the Site or in relation to the Works anything which might render void or voidable any policy of insurance effected in accordance with the provisions of this paragraph 5-9 or as a result of which payment of the policy money might be withheld in whole or in part. 5-9.8 The Tenant must notify the Landlord immediately upon the occurrence of any damage to or destruction of the Works (whether or not caused by any of the Insured Risks) and in any such case must (subject to all necessary Consents and Approvals being obtained) promptly reinstate the Works in accordance with the provisions of this schedule. 5-9.9 All moneys received under any policy of insurance effected in accordance with paragraph 5-9.2 must be placed in a bank account in the joint names of the Landlord and the Tenant must subsequently be released to the Tenant from the account by instalments against certificates issued by the Architect or other evidence acceptable to the Landlord (such acceptance not to be unreasonably withheld) of expenditure actually incurred by the Tenant in reinstating the Works provided that if this agreement determines in accordance with paragraph 5-12 of this schedule all released to the Landlord and belongs to the Landlord absolutely. 5-10. Time for completion of works 5-10.1 Delaying Factor means 5-10.1:1 any of the circumstances mentioned in sub-clauseof clause of the Building Contract, and 5-10.2:2 any other circumstances which were not reasonably foreseeable at the date of this agreement and which the Tenant could not reasonably have prevented or avoided and Delaying Factor shall be construed accordingly. 5-10.2 Estimated Completion Date means the . day of.. To be advised 5-10.3 Subject to the provisions of paragraph 5-10.4 the Tenant shall carry out the Works to such a stage as would entitle the Architect to issue a certificate in respect of all the Works pursuant to clause of the Building Contract not later than the Estimated Completion Date. moneys then standing to the credit of the account must immediately upon such determination be

35

5-10.4 Where on one or more occasions the carrying out of the Works is delayed and the delay is notified to the Landlord by the Architect as being in the Architects opinion attributable to any Delaying Factor then on each such occasion the Tenant must be allowed such extension time for carrying out the Works as may be determined in accordance with paragraph 5-10.5 and the date by which the Tenant is required to carry out the Works as provided in paragraph 5-10.3 is postponed accordingly. 5-10.5 The period of an extension 5-10.5:1 (if the Architect has given to the Building Contractor an extension of time pursuant to clause of the Building Contract in respect of the delay in question) is the same as that given by the Architect, and 5-10.5:2 (in any other case) is such (if any) as is jointly certified by the Architect and the Landlord as being fair and reasonable in all the circumstances. 5-11. Practical completion 5-11.1 *Certificate means a certificate by the Architect to the effect that in the opinion of the Architect Practical Completion of the Works has been achieved (and Practical Completion for the purposes of this agreement has the same meaning as in the Building Contract). 5-11.2 Certificate of Practical Completion means either the Certificate issued by Architect in accordance with the provisions of clause of the Building Contract or (if that Certificate is rendered ineffective by paragraph 5-11.8) the first Certificate issued by the Architect which is not rendered ineffective by paragraph 5-11.8. 5-11.3 Certificate Date means the date on which the Certificate of Practical Completion is issued. 5-11.4 The Tenant must procure that no Certificate is issued by the Architect unless the Architect has given to the Landlord not less than (5) working days notice that the Architect proposes on a date specified in that notice to carry out an inspection (Inspection) of the Works with a view to issuing a Certificate. 5-11.5 Where the Inspection does not take place or if following the Inspection the relevant Certificate is not issued the Tenant must procure that the same is not subsequently issued unless notice has again been given to the Landlord in accordance with paragraph 5-11.4 (which procedure must be repeated as often as necessary until the relevant Certificate is issued).

36

5-11.6 The Landlord are entitled to attend every Inspection and the Tenant must procure that the Architect have due regard to any written representations made by the Landlord to the Architect concerning the issue of the Certificate within three (3) working days after the date of the Inspection but the issue or non-issue of any Certificate is in the sole professional discretion of the Architect. 5-11.7 The Tenant must procure that a copy of every Certificate issued by the Architect is supplied to the Landlord immediately. 5-11.8 Any Certificate issued by the Architect otherwise than in accordance with the provisions of paragraphs 5-11.4, 5-11.5 and 5-11.6 is no effect for the purposes of this agreement. 5-11.9 *Subject to paragraph 5-11.4, 5-11.5 and 5-11.6 the Tenant must procure the issue of a Certificate as soon as in the opinion of the Architect a Certificate may properly be issued. 5-11.10 The issue of the Certificate of Practical Completion in no way lessens or affects the obligations of the Tenant under this schedule in relation to the Works and the Tenant must at its own expense 5-11.10:1 as soon as practicable after the Certificate Date carry out and complete in accordance with the provisions of the schedule such (if any) of the Works as are not so completed on the Certificate Date; 5-11.10:2 on completion of the Works procure the removal from the Site of all rubbish and all building and other materials and equipment. 5-11.11 Within 20 working days after the Certificate Date the Tenant must at its own expense supply to the Landlord a complete set of as built plans and drawings in relation to the Works. 5-12. Termination 5-12.1 Where 5-12.1.1 for any reason the Works have not been commenced by the expiry of the period of 90 working days immediately following the Possession Date, or 5-12.1.2 for any reason (and notwithstanding the provisions of paragraph 5-10.4) the Certificate of Practical Completion has not been issued by the expiry of the

37

period of [Client to supply] working days immediately following the date of this agreement (time being of the essence) or then and in any such case the provisions of paragraph 5-12.4 have effect immediately or (as the case may be) immediately on the expiry of the relevant period. 5-12.2 Where 5-12.2.1 at any time and for any reason either the carrying out of the Works is wholly or substantially suspended or the Works are otherwise not proceeded with regularly and diligently and (in any such case ) the default continues for or is not remedied within 10 working days after service on the Tenant by the Landlord of a notice specifying the default and invoking the provisions of this paragraph (time being of the essence) (provided that the notice must not be served in circumstances where an extension of time has been granted or might reasonably be expected to be granted in accordance with paragraph 5-10.4 nor may a notice otherwise be served unreasonably or vexatiously), or 5-12.2.2 (if a Defects Notice has been served in accordance with paragraph 5-8.3 and not withdrawn as referred to in paragraph 5-8.4 ) the relevant Remedial Measures are not commenced within 10 working days (time being of the essence) after service of the Defects Notice, or 5-12.2.3 at any time the whole or any part of the rent reserved by clause 3.2 is in arrear and unpaid for 10 working days after becoming payable (whether formally demanded or not), or 5-12.2.4 at any time before the Certificate Date there is for any reason any other material non-compliance with any of the Tenants obligations under this agreement and that default continues for or is not remedied to the reasonable satisfaction of the Landlord within 15 working days (time being of the essence) after service on the Tenant by the Landlord of a notice specifying the default and invoking the provisions of this paragraph, then and in any such case the provisions of paragraph 5-12.4 have effect immediately on the expiry of the relevant period. 5-12.3 Where at any time the Tenant 5-12.3:1 has a petition presented for its winding up;

38

5-12.3:2

enters into liquidation whether compulsory or voluntary (except for the purpose of reconstruction or amalgamation on terms previously approved in writing by the Landlord) ;

5-12.3:3 5-12.3:4

has have a receiver appointed over all or any of its assets, or enters into a composition with its creditors,

then and in any such case the provisions of paragraph 5-12.4 have effect immediately. 5-12.4 In any of the circumstances specified in paragraphs 5-12.1, 5-12.2 and 5-12.3 the Landlord may immediately or at any time subsequently re-enter upon the Site or any part of it in the name of the whole and take and retain possession of the same with all completed or partially completed Works on it and all building and other materials and plant and equipment (if any) on the Site belonging to the Tenant which are forfeited and become the property of the Landlord (and the Landlord is not liable to make to the Tenant any compensation or allowance in respect of them) and upon such re-entry this agreement (save for clause 12.2 and save for paragraphs 5-6.1.7 and 5-9.9 and without prejudice to any pre-existing right of action of either party in respect of any breach by any other party of its obligations under this agreement (including where applicable the breach giving rise to the Landlords right of re-entry)) immediately determines and ceases to have effect and the parties are released from any further liability under this agreement.

SIXTH SCHEDULE Form of Lease

1REAL PROPERTY ORDINANCE (CHAP 27 NO. 11) MEMORANDUM OF LEASE

A.

THE

AIRPORTS AUTHORITY OF TRINIDAD AND TOBAGO a body corporate

established by the Airports Authority of Trinidad and Tobago Act (Chap. 49:02 of the Laws of Trinidad and Tobago) with its principal office situate at Airports Administration Centre,

39

Caroni North Bank Road, Piarco, in the Island of Trinidad (hereinafter called called the Landlord) is the proprietor of an estate in fee simple of certain lands (hereinafter called Airport Estate) more particularly defined in the First Schedule to this Lease subject to such mortgages and encumbrances as are notified by memorial endorsed on the Certificate of Title relating to those lands subject nevertheless to such reservations of mineral and other rights to the State as are contained in the Grant relating to those lands. B PRIMIS CORPORATION LIMITED is a company incorporated under the Companies Act Chap. 81:01 of the Laws of Trinidad and Tobago with registered offices at at 8 Bengal Street,

St James, Port of Spain, in the Island of Trinidad (hereinafter called the Tenant)
C At the request of the Tenant the Landlord has agreed to grant to the Tenant a lease of a parcel of land (being a portion of the Airport Estate) more particularly described in the Second Schedule to This Lease upon the terms and conditions set forth below. NOW THIS INSTRUMENT WITNESSES:1. DEFINITIONS

The terms defined in this clause for all purposes of this Lease have the meanings specified: 1.1 Additional Rent means a sum equal to the Initial Rent during the First Period and after

that a sum equal to the Revised Rent; 1.2 Adjoining Property means any land neighouring or adjoining the Leased Property

including the remainder of the Airport Estate; 1.3 Schedule; 1.4 Common Parts means all or any part of the pedestrian ways, roadways, forecourts, Airport Estate means the lands owned by the Landlord situate at Piarco in the Ward

of Tacarigua and known as the Piarco International Airport more particularly described in the First

landscaped areas and other areas accessing the Leased Property which are from time to time during the Term provided by the Landlord for common use and enjoyment by the Tenant together with other tenants and occupiers of the Airport Estate and all persons expressly or by implication authorized by them; 1.5 Designated Standard means the standard prescribed by the American Automobile

Association (AAA) for its Four Diamond Rating from time to time for hotels and where the AAA ceases classifying and evaluating hotels at this level the last published standard of the AAA for a Diamond Rating for hotels;

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1.6 1.7 1.8

Exterior Decorating Years [specify every third year of the Term]; First Period has the meaning given in the Fifth Schedule; Hotel means the buildings erections and structures and of all works erected by or for

the Tenant on the Leased Property; 1.9 Initial Rent means the sum of .... Dollars ($......00) per annum and

proportionately for any part of that sum; 1.10 1.11 1.12 Insured Risks bears the meaning given in clause 4.22.2; Interior Decorating Years [specify every second year of the Term.]; Leased Property means all that parcel of land let by this Lease (being portion of the

Airport Estate) more particularly defined in the Second Schedule including for purposes of obligation as well as grant the rights of way and the rights and liberties set out in the Third Schedule together with all buildings and structures on the parcel of land; 1.13 Pipes means pipes, sewers, drains, mains ducts, conduits, gutters, watercourses, wires,

cables, channels, subways, flues and all other conducting media including any fixtures, louvers, cowls and other covers; 1.14 Planning Act means the Town and Country Planning Act (Chap 35:01) of the Laws of

Trinidad and Tobago; 1.15 1.16 Premium means the sum of . Rating Agency means the American Automobile Association (AAA) but where the

AAA is unwilling or unable to perform the function of the hotel rating agency or ceases to exist then such substitute rating agency as may be appointed in accordance with the provisions of clause 6.18. 1.17 Rent means the annual rents ascertained and payable in accordance with the provisions

of the Fifth Schedule including the Additional Rent (if any), the Initial Rent and the Revised Rent and the term rents includes the Rent the Turnover Rent and all other sums recoverable as rent under this Lease; 1.18 1.19 Revised Rent has the meaning given in the Fifth Schedule; Surveyor means any person or firm appointed by the Landlord to perform any of the

functions of the Surveyor under this lease (including an employee of the Landlord and including also the person or firm appointed by the Landlord);

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1.20

Term means the term of fifty (50) years from and including the .. day of ..20XX.

1.21

This Lease means this document together with its Schedules and any document

supplemental to or collateral with this document or entered into in accordance with the provisions of this document; 1.22 Schedule; 2. 2.1 INTERPRATION The expressions the Landlord and the Tenant wherever the context so admits include Turnover Rent means rent ascertained and payable in accordance with the Sixth

their respective successors-in-title. 2.2 Words importing one gender include all others genders and words importing the singular

include the plural and vice versa. 2.3 References to the Basic Prime Rate are to the basic prime lending rate published by

First Citizens Bank Limited a company incorporated under the Companies Ordinance and

continued under the Companies Act, 1995 with registered office

the absence of agreement between the parties by the Expert. 2.4

at 9 Queens Park East Port

of Spain or if none to the rate of interest most comparable with the Basic Prime Rate determined in

The expression Airport Estate where the context so admits includes any additional and

adjoining lands which within the Term the Landlord acquires or devotes so as to form part of the Airport Estate. 2.5 The expression Leased Property includes-

(i) (ii) (iii)

the Hotel and all additions and improvements to the Leased Property ; all Pipes in or under or over the Leased Property that exclusively serve the Leased Property, and the entire thickness of all walls and fences forming the boundaries of the leased Property,

but the expression includes no airspace above the height of the top of the Hotel and references to Leased Property in the absence of any provision to the contrary include any part of the Leased Property. 2.6 Competent Authority and Competent Authorities includes a Government department,

the Civil Aviation Authority, the Director of Civil Aviation, any local regulatory public or other authority, the Fire Department or a Court of competent jurisdiction.

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2.7

The expression Term includes any period of holding-over or extension or continuance

of the Term whether by statute or common law. 2.8 References to the the last year of the Term include the last year of the Term where the

Term determines otherwise than by effluxion of time and references to the expiration of the Term include such other determination of the Term. 2.9 References to any right o the Landlord to have access to the Leased Property are

construed as extending to any superior landlord and any mortgagee of the Leased Property and to all persons authorised by the Landlord or mortgagee (including agents professional advisers contractors workmen and others) where the mortgage grants such rights of access to the superior landlord or mortgagee. 2.10 Any covenant by the Tenant not to do an act or thing is construed to include an obligation

not to permit or suffer that act or thing to be done by another person. 2.11 Any provision in this lease referring to the consent or approval of the Landlord is

construed as also requiring the consent or approval of any mortgagee of the Leased Property where that consent is required but nothing in this lease is construed as implying that any obligation is imposed upon any mortgagee not unreasonably to refuse any such consent or approval. 2.12 Reference to consent of the Landlord or words to similar effect mean a consent in

writing signed by or on behalf of the Landlord and to approved and authorised or words to similar effect mean (as the case may be) approved or authorised in writing by or on behalf of the Landlord. 2.13 them. 2.14 Any reference to a specific statute includes any statutory extension or modification or The terms the parties or the party mean the Landlord and the Tenant or either of

re-enactment of that statute or any regulations or orders made under that statute and any general reference to statute or statutes includes any regulations or orders made under a statute or statutes. 2.15 The clause and paragraph headings do not form part of this Lease and may not be taken

into account in its construction or interpretation. 2.16 Any reference in this Lease to a clause, paragraph or schedule without further designation

is to be construed to be a reference to the clause, paragraph or schedule to this Lease so numbered. 3. LEASE

The Landlord hereby leases to the Tenant ALL that the Leased Property TOGETHER WITH the rights and liberties set out in the Third Schedule BUT EXCEPTING AND RESERVING to the

43

Landlord the rights specified in the Fourth Schedule TO HOLD the same unto the Tenant for the Term subject to the covenants conditions and provisions set forth below and subject nevertheless to the proviso for determination also set forth below YIELDING AND PAYING to the Landlord3.1 3.2 the Premium on or before the execution of this Lease; the Rent in accordance with the provisions of the Fifth Schedule monthly in advance on

the first day of each calendar month in every year during the Term and proportionately for any period less than a year; and 3.3 by way of further rent the Turnover Rent and the Minimum Rent payable in accordance

with the provisions of the Sixth Schedule. 4. TENANTS COVENANTS

The Tenant for itself and its permitted assigns, if any, agrees with the Landlord to the intent that the obligations may continue throughout the Term as follows: 4.1 Rent

The Tenant agrees to pay to the Landlord at the Landlords office or at any such other place in Trinidad as the Landlord designates in writing without any prior demand the rents on the days and in the manner set forth in this Lease and not to exercise or seek to exercise any right or claim to withhold rent or any right or claim to legal or equitable set-off subject to the provisions of clauses 4.1.1 and 4.1.2. 4.1.1 Where so required by the Landlord the Tenant must make all payments of rent by bankers order or credit transfer to any bank and account in Trinidad and Tobago that the Landlord (may from time to time motivate). 4.1.2 Time is of the essence for the payment of all amounts of rents payable by the Tenant in accordance with the provisions of this Lease. 4.2 Common Parts Charges

The Tenant agrees to pay and contribute on demand by way of further rent a fair proportion of the costs of maintaining and upkeeping the Common Parts, that such contribution to be determined, in the event of any disagreement, by the Expert. 4.3 Interest on Arrears due under this Lease,

The Tenant agrees that where the Tenant fails to pay the rents or any other sum

the Tenant must pay the Landlord interest at the Basic Prime Rate on the rents or other sums so in arrears from the date when it was due to the date on which it is paid (and that interest where it is in respect of arrears of rents, may, so far as a right of distress is concerned, be recovered as if rent in arrear).

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4.4 4.5

The Tenant agrees that provision for payment of interest in the preceding clause 4.3 is in Fees

addition to and not in lieu of any other rights of the Landlord under this Lease. The Tenant agrees to pay all costs, charges and expenses including Attorneys-at-Law costs and Surveyors fees incurred by the Landlord in the preparation and stamping of this Lease. 4.6 Outgoings and VAT

The Tenant agrees to pay and indemnify the Landlord against 4.6.1 all rates, taxes, assessments, duties, charges, impositions and outgoings which are now or

during the Term are charged assessed or imposed upon the Leased Property or any building or other erection and any plant or machinery on the Leased Property or upon the owner or occupier or operator as the case may be of them. 4.6.2 Value Added Tax (or any tax of a similar nature that may be substituted for it, or levied in

addition to it) chargeable in respect of any payment made by the Tenant under any of the provisions of or in connection with this Lease, or paid by the Landlord on any payment made by the Landlord where the Tenant agrees in this Lease to reimburse the Landlord for that payment. 4.7 Electricity Gas and Other Services Consumed

The Tenant agrees to pay to the suppliers and to indemnify the Landlord against all charges for electricity, gas, telephone, water and other services consumed or used at or in relation to the Leased Property (including meter rents, if any). 4.8 The Tenant agrees to refund to the Landlord or if so required by the Landlord to pay

directly all costs and expenses payable to any statutory undertaker including the Water and Sewerage Authority (WASA) for the installation on the Leased Property of any meter or other device by WASA or such other statutory undertaker. 4.9 4.9.19 Compliance with Laws The Tenant agrees at the Tenants own expense to execute all works and to maintain all

arrangements upon or in respect of the Leased Property or the use to which the Leased Property is put that are required to observe and comply with all provisions of any statute now or after the date of this Lease in force which pertain to or affect that Leased Property or the conduct of any business at the Airport Estate including (but not limited to) the statutes, subsidiary legislation and orders and directives from statutory and other competent authorities as well as all international conventions which are applicable to any activity on the Airport Estate. 4.9.2 Without prejudice to the generality of clause 4.9 above the Tenant agrees to observe and

comply with -

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4.9.2.1

all relevant provisions in the Airports Authority of Trinidad and Tobago Act (Chap 49:02)

and the Airport Regulations; 4.9.2.2 4.9.2.3 the Customs Act (Chap 78:01), and directives that may be lawfully issued by the Competent Authorities from time to time.

4.10

The Tenant agrees not to do in or near the Leased Property any act or thing by reason

of which the Landlord may under any statue incur have imposed upon it or become liable to pay any penalty damages compensation costs charges or expenses. 4.10.1 The Tenant agrees without prejudice to the generality of clauses 4.9 and 4.10 above to

comply in all respects with the provisions of any statutes and any other obligations imposed by law or by any byelaws applicable to the Leased Property or in regard to carrying on the trade or business for the time being carried on the Leased Property. 4.11 User

The Tenant agrees to use the Leased Property solely for the purpose of the Tenants business of operating a hotel with ancillary conference restaurant and entertainment facilities and not without the prior consent in writing of the Landlord to use the Leased Property or suffer or permit the same to be used for any other purpose whatsoever.

4.12 The Tenant agrees continuously and actively to conduct business on the Leased Property as a hotel in accordance with the Designated Standard except for temporary interruptions which may be necessary for repairing the Hotel. 4.13 Application to Rating Agency The Tenant agrees that within ninety (90) days after commencement of the Term to submit at its own cost and application to the Rating Agency for inspection of the Hotel and a listing among the rating classification for Hotels published by the Rating Agency and promptly to submit to the Landlord copies of the application and all other documents (whether in written or electronic format or in any other medium) passing between the Tenant and the Rating Agency.

4.14

To maintain rating with Rating Agency

The Tenant agrees at its own cost comply with all requirements of the Rating Agency to ensure that the Hotel continues to be listed and classified by the Rating Agency and the Tenant further agrees to promptly to submit copies of all documents (whether in written or electronic format or in any other medium) passing between the Tenant and the Rating Agency and where the Tenant fails to comply with the provisions of this clause the Landlord is entitled without prejudice to its other rights under this Lease to apply to the Rating Agency in the name of and at the cost of the Tenant for a listing and classification of the Hotel published by the Rating Agency.

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4.15

Obtain and renew licences

The Tenant agrees to apply to the Competent Authority and to use its best endeavours to obtain a grant or renewal of all licences as may be necessary for using and keeping the Hotel as a fully licensed residential Hotel with full food and beverage service and to pay all fees and duties in relation to it. 4.16 The Tenant agrees not to do or omit to be done on the Leased Property anything as a

result of which any licence to which reference is made in clause 4.15 may be forfeited, suspended or otherwise imperiled. 4.17 The Tenant agrees to do all things necessary to maintain and from time to time renew the

licences to which reference is made in clause 4.15 and not to do or permit or suffer to be done anything which might prejudice the future grant or renewal of those licenses (whether to the Tenant or any future occupier of the Leased Property) and to comply with all requirements and recommendations of the Competent Authorities. 4.18 Maintain gardens

The Tenant agrees to cultivate and maintain the gardens and grounds forming part of the Hotel on the Leased Property and to keep them properly planted with healthy plants.

4.19

Maintain car park

The Tenant agrees keep the car park of the Hotel adequately surfaced free from weeds and in good condition and not to place upon it any materials, equipment, receptacle for refuse or waste or any other item that is unsightly. 4.20 Machinery

The Tenant agrees not to install or use in or upon the Hotel any machinery or apparatus which causes noise or vibration which can be heard or felt in nearby property or outside the Hotel or which may cause structural damage. 4.21 Maintain Machinery

The Tenant agrees to keep all machinery and equipment upon the Hotel properly maintained and in good working order. 4.22 Insurance

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The Tenant agrees during the continuance of the Term at its sole cost and expense, to take out and keep in full force and effect in a substantial and reputable insurance office or with such underwriters as the Landlord may approve as follows4.22.1 Public Liability Insurance comprehensive general public liability and property damage

insurance including personal injury liability, contractors liability and owners and contractors protective insurance coverage, property, products and employers blanket contractual liability coverages with respect to the Leased Property such coverage to include the activities and operations conducted by the Tenant and those for whom it is in law responsible on the Leased Property and any other part of the Airport Estate in an amount not less than United States One Million Dollars (US$1,000,000.00) combined single limit per occurrence and United States Two Million Dollars (US$2,000,000.00) aggregate limit per period. 4.22.2 Insurance on the buildings, structures and fixtures (including buildings and structures in the course of construction) on the Leased Property for the full reinstatement value (including the cost of demolition, excavation, foundations and removal of debris, architects, surveyors and other professional fees) against loss or damage by fire, bush fire, explosion, earthquake and collapse, impact by aircraft or vehicles, lightning, riot, vandalism, or malicious acts, smoke, leakage from fire, protective equipment, flood, hurricane or windstorm to the extent that such matters are embraced by or defined in a standard fire insurance policy and contractors all risk policy and contractors all risk policy and such other risks as the Landlord may in its absolute discretion require the Leased Property to be insured against which risks are in this Lease called Insured Risks. 4.22.3 Business Interruption Insurance

Business interruption insurance in respect of the business of the Tenant in such sum (or sums) as is reasonable and prudent having regard to the business of the Tenant. 4.22.4 Automobile Liability Insurance

Automobile liability insurance covering all vehicles operated by the Tenant on the Airport Estate; and all those such policies shall must be taken out with reputable insurers approved by the Landlord (such that approval not to be unreasonably withheld or delayed). 4.22.5 The policies described at clauses 4.22.1, 4.22.2, 4.22.3 and 4.22.4 must be for sums agreed between the parties and failing agreement the sums shall be are to be conclusively determined by the Landlords insurance brokers acting as experts and not as arbitrators. All insurance policies taken out in accordance with the provisions of this clause 4.22 must name the Landlord as an insured and (if so required by the Tenant or the Landlord) any mortgagee of the Term or of the Landlords reversion. The Tenant must maintain in force such other forms of insurance as the Landlord, acting reasonably, requires from time to time, in form, in amounts and for insurance risks against which a prudent owner and Landlord would insure. 4.23 Where the Tenant at any time fails to keep in force any insurances required by clause 4.22

the Landlord may effect and maintain that insurance as stated and any monies expended by the

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Landlord for that purpose is repayable by the Tenant to the Landlord on demand and be recoverable as rent and the Landlord is at liberty if they must so require to have a note of their interest indorsed on the policy or policies of insurance. 4.24 The Tenant agrees not to do or permit to be done upon the Leased Property anything

which (i) may render the policy or policies of insurance void or voidable or (ii) make any increased premium payable in respect of the policy or policies unless the Tenant make payment of the increased premium.

4.25

Tenant to produce insurance policies, receipts

The Tenant must from time to time at the request of the Landlord produce the policies of insurance required to be effected by the Tenant in accordance with the provisions of this Lease together with due evidence of payment of the current premiums in respect of those policies of insurance. 4.26 Where it is impossible or impracticable to reinstate in accordance with the foregoing any moneys received under the policy of insurance effected in accordance with the provisions of clause 4.22.2 the same must be applied in the following order or priority; FIRST, towards the repayment of any principal and interest outstanding on any loans granted to the Tenant to assist the Tenant in constructing the Hotel and secured by any mortgage or mortgages of the Leased Property; SECOND, to pay the costs of demolition, excavation of foundations and removal of debris from the Leased Property; and THIRD, to the Landlord and the Tenant in proportions according to the value at the date of the damage or destruction of their respective interests in the Leased Property (to be conclusively determined in default of agreement by the Surveyor acting as an expert and not an arbitrator who is to be appointed by the President for the time being of the Institute of Surveyors of Trinidad and Tobago on the application of either the Landlord or the Tenant). 4.27 A determination of the interests of the Landlord and the Tenant for purposes of a division of insurance moneys in accordance with the THIRD priority in clause 4.26 must be made on the following basis: There will be valuations of the freehold with vacant possession ($X) and the leasehold interest ($Y), both valuations to be made as at the date of but immediately prior to the damage or destruction. The insurance moneys or such part that is available for division will then be multiplied by a fraction, the numerator of which was Y and the denominator of which is the sum of X and Y (X+Y), and this proportion of the insurance moneys must be paid to the Tenant (plus interest actually received on the sum so paid), and the balance, must be paid to the Landlord. 4.28 For the purpose of any division of insurance moneys under the provisions of clauses 4.26 4.28 and 4.27 the Landlords interest in the Leased Property is construed not to extend to any part of the Leased Property other than the land and the foundation, roof, Pipes and other structural parts of any building or structure and landlords fixtures thereon and does not include any other equipment, plant and machinery, decorations and other fittings and additions which may be installed or affixed in and to the Leased Property by the Tenant.

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4.29

Not to make insurance policies void or voidable The Tenant agrees not to do or permit or suffer to be done anything by which any insurance

taken out by the Landlord in respect of its property and assets and operations at the Airport Estate against loss or damage by fire or otherwise may become void or voidable or by which the rate of premiums for any such insurance may be increased and to repay the Landlord all sums paid by way of increased premiums and all expenses incurred by it in or about any renewal of any such policy rendered necessary by a breach of this covenant and all such payments must be added to the rent reserved by this Lease and be recoverable as rent. 4.30 Notification of events affecting policies The Tenant agrees to give notice to the Landlord forthwith upon the happening of any event which might affect any insurance policy relating to the Leased Property. 4.31 4.31.1 Repair, cleaning, decoration etc. The Tenant agrees to repair the Leased Property and keep it in repair including structural

repair and repairs arising from Latent Defects (subject to Clause 4.32) but excepting damage caused by an Insured Risk other than where the insurance money is irrecoverable in consequence of any act or default of the Tenant or anyone at the Leased Property expressly or by implication with the Tenants authority. 4.31.2 Term. 4.31.3 4.31.4 The Tenant agrees to clean the Leased Property and keep it in a clean condition. The Tenant agrees to keep any part of the Leased Property which may not be built upon The Tenant agrees to replace from time to time the Landlords fixtures and fittings in the

Leased Property which may be or become beyond repair at any time during or at the expiration of the

(Open Land) adequately surfaced in good condition and free from weeds and all landscaped areas properly cultivated. 4.31.5 The Tenant agrees not to bring keep store stack or lay out upon the Open Land any

materials equipment plant bins crates cartons boxes or any receptacle for waste or any receptacle for waste or any other item which is or might become untidy unclean unsightly or in any way detrimental to the Premises or the area generally. 4.31.6 The Tenant agrees not to deposit or permit to be deposited any waste rubbish or refuse on

the Open Land. 4.31.7 dwelling. The Tenant agrees not to keep or store on the Open Land any vehicle caravan or movable

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4.31.8

The Tenant agrees not to cause any land roads or pavements abutting the Leased Property

to be untidy or in a dirty condition and in particular (but without prejudice to the generality of the above) not to deposit on them refuse or other materials. 4.31.9 in each of the Exterior Decorating Years and in the last year of the Term to redecorate the

exterior of the Hotel and in each of the Interior Decorating Years and in the last year of the Term to redecorate the interior of the Hotel in both instances in a good and workmanlike manner and with appropriate materials of good quality to the reasonable satisfaction of the Landlord any change in the tints colours and patterns of such decoration to be approved by the Landlord that approval not to be unreasonably withheld next succeeding. The covenants in this clause 4.31.9 relating to the last year of the Term do not apply where the Tenant shall have performed the obligation in question less than 18 months prior to the expiry of the Term. 4.31.10 The Tenant agrees where the use of Pipes boundary structures or other things is common

to the Leased Property and other property, to be responsible for and to indemnify the Landlord against all sums due from and to undertake all work that is the is the responsibility of the owner lessee or occupier of the Leased Property in relation to those Pipes or other things. 4.32 Latent Defects are references to any defects in the Hotel or in anything installed in or

on the Hotel attributable to 4.32.1 4.32.2 4.32.3 defective design; defective workmanship or materials; defective supervision of the construction of or the installation of anything in or on the

Leased Property,; or 4.32.4 defective preparation of the Site on which the Leased Property is constructed, but does

not include any defect that might reasonably be expected to have been apparent to an appropriate competent professional person on a visual inspection of the Leased Property carried out immediately before the grant of this Lease or from any plans or other documents copies of which were supplied by the Tenant to the Landlord before the date of this Lease, or which was otherwise within the actual or constructive knowledge of the Landlord at the date of this Lease.] 4.33 4.33.1 The Tenant agrees that where the Landlord gives notice to the Tenant to execute any repairs lawfully required by that

notice for which the Tenant is liable under the provisions of this Lease, and 4. 33.2 the Tenant fails to execute those repairs within three (3) months of the date of the service

upon it of the notice (or if in the opinion of the Landlord there is any emergency then within lesser period as may be practicable but in any event without any delay whatsoever),

51

the Landlord may itself execute those repairs and the costs incurred by the Landlord in so doing are recoverable as a debt from the Tenant by the Landlord forthwith. 4.34 Drainage The Tenant agrees at its own cost and expense to provide and maintain or to cause to be provided and maintained on the Leased Property sufficient drains, culverts and passages consistent with the drainage system of the Airport Estate for carrying off any water and/or effluent and in particular storm water. 4.35 Pollution The Tenant agrees at its own cost and expense to provide on the Leased Property adequate anti-pollution facilities for all gases, fumes, liquids, dust and any other pollutants and where necessary safe and sanitary receptacles for the safe storage of those gases, fumes, liquids, dust and any other pollutants as the same are required by law. 4.36 The Tenant agrees not to cause or permit any fuel oil grease or other liquid or solid or other

deleterious matter to be discharged or deposited into the area surrounding the Leased Property or the existing or proposed general drainage system of the Leased Property or the Airport Estate and to employ plant for treating any deleterious effluent as may be required by the Landlord from time to time in accordance with the best modern practices. 4.37 Tenant agrees not to permit to be discharged into the Pipes any oil or grease or any deleterious objectionable, dangerous, poisonous or explosive matter or substance and to take all reasonable measures to ensure that any effluent discharged into the Pipes will not be corrosive or otherwise harmful to the Pipes or cause obstruction or deposit in them and to comply with the provisions of the Environmental Management Act, 1995 and rules, regulations, and policies made and with the requirements of any notice of a Competent Authority served on it. 4.38 Sanitation and Industrial Waste The Tenant agrees not to form any refuse dump or rubbish or scrap heap on the Leased Property except as is necessary for the Tenants business and except in a proper, tidy and orderly manner and to remove not less frequently than once weekly all the refuse, rubbish and scrap which may have accumulated on the Leased Property and all used tins, cans, boxes and other containers and generally to keep all vacant land forming part of the Leased Property clean and in good order. 4.39 The Tenant agrees to keep the Leased Property and all buildings, plant, erections and other

structures on the Leased Property in a clean and sanitary condition. 4.40 Fire Prevention The Tenant agrees not to store or bring upon the Leased Property any articles of a specially combustible inflammable or dangerous nature other than what is necessary in the ordinary course of the Tenants operations under this Lease.

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4.41

The Tenant agrees to provide and maintain on the Leased Property adequate fire prevention

facilities and to ensure at all times that all those facilities are adequate and in good working order. 4.42 Safety The Tenant agrees to provide and maintain on all buildings, plant, machinery and other structures on the Leased Property adequate safety devices and equipment for the protection and safety of persons on the Leased Property. 4.434 Tenant agrees not to do anything on the Leased Property which would interfere with any

air navigation facility on or associated with Piarco International Airport or cause or result in any risk to aircraft and any one operating at or using the facilities of the Piarco International Airport. 4.44 Nuisance

Tenant agrees not to do or allow to remain upon the Leased Property any thing which may be or become or cause a nuisance, annoyance, disturbance, inconvenience, injury or damage to the Landlord or its tenants or the occupiers of the Airport Estate or any adjacent or neighbouring properties. 4.45 Tenant agrees not to use the Leased Property for any sale by auction or for any dangerous,

noxious, noisy or offensive trade or business nor for any illegal or immoral act or purpose. 4.46 4.46.1 4.46.1.2 4.46.1.3 4.46.1.4 4.46.1.5 Waste and Alterations The Tenant agrees not tocommit any waste; make any addition to the Leased Property; unite the Leased Property with any adjoining property; make any alteration to the Leased Property save as permitted by the following provisions

of this clause 4.46.

4.46.2 The Tenant agrees not to make internal non-structural alterations to the Hotel without4.46.2.1 obtaining and complying with all necessary consents of any competent authority and

paying all charges of any such authority in respect of those consents;

4.46.2.2

making an application supported by drawings and where appropriate a specification in duplicate prepared by an architect or member of some other

appropriate profession (who shall supervise the work throughout to completion);

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4.46.2.3

paying the fees of the Landlord any superior landlord any mortgagee and their

respective professional advisers, and

4.46.2.4

entering into such covenants as the Landlord may require as to the execution

and reinstatement of the alterations, and in the case of any works of a substantial nature the Landlord may require prior to the commencement of those works the provision by the Tenant of adequate security in the form of a deposit of money or the provision of a bond as assurance to the Landlord that any works which may from time to time be permitted by the Landlord are fully completed.

4.46.3

The Tenant agrees Subject to the provisions of clause 4.46.2 not to unreasonable withheld or delayed. 4.46.4

make any internal

non structural alterations to the Building without the consent of the Landlord that consent not to be

The Tenant agrees that at the expiration of the Term where so requested by the Landlord

to remove any additional buildings additions alterations or improvements erected and to make good any part or parts of the Leased Property which may be damaged by such removal. 4.47 Indemnity

The Tenant agrees to indemnify and hold harmless the Landlord and its duly authorised agents and each of them from all loss, liability, damage, claims, suits, expense and demands (claim) of all persons which may be sustained or by made for or by reason or inconsequence of 4.47.1 1the use of the Leased Property for the purpose specified above or for any other purpose

or any of the works, matters or things by this Lease authorised or in consequence of any act or omission of the Tenant under this Lease, or 4.47.2 2any other loss, damage or liability in respect of or arising out of the user of the Leased

Property unless the claim arises solely out of the negligence or the breach of any statutory duty by the Landlord or its servants or agents. 4.48 Assignment

The Tenant agrees not to assign or licence the user of or hold on trust for another underlet or otherwise part with or share the possession or occupation and/or dispose of the whole or any part of the Leased Property or any building on the Leased Property or any right or privilege in relation to the Leased Property conferred by this Lease without the previous consent in writing of the Landlord (which consent must not be unreasonably withheld) but that consent is not necessary in the case of 4.48.1 as absolute assignment of the whole of the Leased Property to a tenant which as a result

of the voluntary winding up of the Tenant for the purpose of reconstruction or amalgamation succeeds to the business of the Tenant or a substantial part thereof, or

Highlighted text reposition

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4.48.2 4.48.3

assignment of the whole of the Leased Property way of a bona fide mortgage, or an underletting or parting with possession (not amounting to an assignment) to a

subsidiary of the Tenant, on the condition that at the time of any such assignment underletting or parting with possession no rent due in accordance with the provisions of this Lease is in arrear nor is there at that time be any existing breach of any of the covenants contained in this Lease and on the part of the Tenant to be observed and performed and that the Tenant must duly give to the Landlord written notice of the assignment underletting or parting with possession within thirty (30) days of making the same. 4.49 as follows 4. 49.1 in the case of an assignment that the assignee enters into direct covenants with the Tenant agrees prior to any permitted assignment or underlease the Tenant must to procure

Landlord to perform and observe all the Tenants covenants and all other provision during the residue of the Term of this Lease, and 4. 49.2 in the case of an underlease that the underlessee enters into direct covenants with the

Landlord to the like effect as those contained in clauses 4.49 and 4.50 and other provisions as the Landlord may reasonably require including but not limited to a covenant to comply with the provisions relating to Turnover Rent contained in the Sixth Schedule. 4.50 The Tenant agrees any assignment or underlease of the Leased Property must be reviewed

and approved by the Landlords Attorney-at-Law at the expense of the Tenant before the assignment or underlease is perfected. 4.51 4.51.1 Aerials Signs and Advertising The Tenant agrees not to erect any pole mast or wire (whether in connection with

telegraphic telephonic radio or television communication or otherwise) upon the Leased Property. 4.51.2 The Tenant agrees not to affix or erect or place or permit to be affixed or erected or

placed upon the Leased Property or upon any buildings or other erections at any time standing on the walls, rails and/or fences any placard, sign, notice fascia board or advertisement (except those advertising the business operations of the Tenant) without the consent in writing of the Landlord first had and obtained (that consent not to be unreasonably withheld). 4.52 Mining

The Tenant agrees not to win, sell or remove any gravel, sand, pebble, stone, clay, topsoil or any other material or substance from the Leased Property without the prior consent of the Landlord and upon such terms and conditions and for such consideration as the Landlord considers appropriate. 4.53 Information System

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The Tenant agrees when required by the Landlord to set up and maintain at its own cost a cash registering system capable of being linked at the Landlords cost to an integrated information system to be specified by the Landlord and to co-operate with the Landlord in linking that cash registering system to the Landlords integrated information system and to enter up and record all sales that are included in the term Gross Revenue as defined in paragraph 1. of the Sixth Schedule in the stated cash registering system at the time of sale. 4.54 Use of the Common Parts and Facilities The Tenant agrees not to do any act or thing in or about the Common Parts which in the Landlords opinion hinders or interrupts or obstructs the flow of the traffic or other free movement of any person to in and from the Airport Estate. 4.55 4.55.1 4.55.1.2 Access of Landlord and notice to repair The Tenant agrees to permit the Landlord to enter upon the Leased Property for the purpose of ascertaing that the covenants and

conditions of this Lease have been observed and performed; 4.55.1.3 to view (and to open up floors and other parts of the Leased Property where such

opening-up is required in order to view) the state of repair and condition of the Property, and 4.55.1.4 to give the Tenant (or leave upon the Property) a notice specifying any repairs cleaning

maintenance or painting that the Tenant has failed to execute in breach of the terms of this Lease and to request the Tenant immediately to execute the same including the making good of such opening-up (if any), but the Landlord must make good at the cost of the Landlord any such opening-up where the openingup reveals no breaches of the terms of this Lease.

4.55.2 The Tenant agrees immediately to repair cleanse maintain and paint the Leased
Property as required by any notice served on the Tenant in accordance with the provisions of clause 4.55.1.

4.55.3 Where within one month of the service of a notice in accordance with Clause 4.55.1
the Tenant does not commence and is not proceeding diligently with the execution of the work referred to in the notice, fails to complete the work within 2 months or if in the Landlords reasonable opinion the Tenant is unlikely to complete the work within that period the Tenant agrees to permit the Landlord to enter the Leased Property to execute such work as may be necessary to comply with the notice and the Tenant further agrees to pay to the Landlord the cost of so doing and all expenses incurred by the Landlord (including legal costs) within 14 days of a written demand.

4.56

Plans, documents and information

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4.56.1

The Tenant agrees where called upon to do so to produce the Landlord all plans

documents and other evidence as the Landlord may reasonably require in order to satisfy itself that the provisions of this Lease have been complied with. 4.56.2 Indemnities

The Tenant agrees where to be responsible for and to keep the Landlord fully indemnified against all damage damages losses costs expenses actions demands proceedings claims and liabilities made against or suffered or incurred by the Landlord arising directly or indirectly out of 4.56.2.1 4.56.2.2 any act omission or negligence of the Tenant or any persons at the Leased Property any breach or non-observance by the Tenant of the covenants conditions or other

expressly or impliedly with the Tenants authority, or provisions of this Lease or any of the matters to which this Lease is subject. 4.57 Encroachments

The Tenant agrees4.57.1 4.57.2 not to stop up darken or obstruct any windows or light belonging to the Hotel, to take all reasonable steps to prevent any new window light opening doorway path

passage pipe or other encroachment or easement being made or acquired in against our of or upon the Leased Property and to notify the Landlord immediately if any such encroachment or easement is made or acquired (or attempted to be made or acquired) and at the request of the Landlord to adopt such means as may reasonably be required to prevent the encroachment or the acquisition of any such easement. 4.58 Defective Premises

The Tenant agrees to give notice to the Landlord of any defect in the Leased Property which might give rise to an obligation on the Landlord to do or refrain from doing any act or thing in order to comply with the provisions of this Lease and at all times to display and maintain all notices which the Landlord may from time to time reasonably require to be displayed at the Leased Property. 4.59 Landlords rights

The Tenant agrees to permit the Landlord at all times during the Term to exercise without interruption or interference any of the rights granted to it by virtue of the provisions of this Lease.

4.60

CEILING AND FLOOR LOADING

4.60.1 Heavy items The Tenant must not bring onto, or permit to remain on, the Property any safes, machinery, goods, or other articles that will or may strain or damage the Property or any part of it.

57

4.60.2 Protection of the roof The Tenant must not, without the consent of the Landlord, suspend anything from any ceiling of the Property or store any heavy items in the roof space. 4.60.3 Expert advice Where the Tenant applies for the Landlords consent in accordance with the provisions of clause 4.60.2 PROTECTION OF THE ROOF, the Landlord may consult any engineer or other person in relation to the loading proposed by the Tenant, and the Tenant must repay the fees of the engineer or other person to the Landlord on demand. 4.61 PLATE GLASS

4.61.1 Insurance of plate glass The Tenant must insure any plate glass against breakage or damage, in a reputable insurance office, for its full reinstatement cost from time to time, and whenever reasonably so required must produce to the Landlord particulars of the insurance policy and evidence of payment of the current years premium. 4.61.2 Reinstatement of plate glass Notwithstanding anything to the contrary contained elsewhere in this Lease, whenever the whole or any part of the plate glass is broken or damaged the Tenant must as quickly as possible lay out all money received in respect of the insurance of it in reinstating it with new glass of at least the same quality and thickness, and must make good any deficiency in such money.
4.62 Reversion

The Tenant agrees at the expiration of the Term to yield up quietly the Leased Property accordance with the terms of this Lease and the Tenant must where so required by the Landlord by written notice remove any additions and improvements made to the Leased Property by the Tenant and make good any part or parts of the Leased Property which may be damaged by that removal. 5. 5.1 LANDLORDS COVENANTS Quiet Enjoyment

The Landlord agrees that the Tenant paying the rents and observing and performing the several covenants and stipulations on its part specified in this Lease shall peaceably and quietly hold and enjoy the Leased Property during the Term without any interruption or disturbance by the Landlord or any person lawfully claiming under or in trust for it.

6.

OTHER PROVISIONS

The Landlord and the Tenant agree and declare as follows:-

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6.1

Forfeiture

Where during the Term6.1.1 the rents or any part of or any sum recoverable as rent is in arrears for fourteen (14) days formally demanded or not);

after becoming due (whether 6.1.2

the Tenant fails to comply with any of its obligations under this Lease other than the

payment of the rents; 6.1.3 the Tenant has a receiving order made against him or is adjudged bankrupt; 6.1.4 6.1.5 a receiver is appointed of all or any part of the Tenants assets, or where the Tenant (being a company) goes into liquidation (otherwise than for amalgamation or reconstruction) or ceases to exist,

6.1.6 6.1.7

the Tenant enters into an arrangement for the benefit of its creditors, or The Tenant has any distress or execution levied on its goods,

the Landlord may re-enter the whole of the Leased Property or any part of the Leased Property is in the name of the whole and upon re-entry this Lease absolutely determines but without prejudice to any accrued cause of action subject to the provisions of clause 6.2 next succeeding. 6.2 6.2.1 The provisions of clause 6.1 are subject to the condition that where at any time an event occurs which gives rise to a right of re-entry in accordance with the

provisions of clause 6.1 (Relevant Event); 6.2.2 at the date of occurrence of the Relevant Event (Relevant Date) there is subsisting any

mortgage or charge over or affecting the Tenants interest in the whole of the Leased Property (Charge), and 6.2.3 on or before the Relevant Date the Landlord has received written notification (expressed

to be given for the purposes of this clause 6.2 of the name of the person entitled to the benefit of the Charge (Chargee) and of the address for service of the Chargee for the purpose of this clause 6.2 (Address for Service), then unless the Landlord has first given to the Chargee at its Address for Service not less than fourteen (14) days notice of its intention to do so the Landlord is not entitled to exercise any right of re-entry in

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respect of the Relevant Event nor may the Landlord exercise that right until the expiry of the notice but so that this clause 6.2 does not affect or restrict in any way 6.2.4 the Landlords right on or at any time after the expiry of that notice to re-enter the Leased

Property in respect of the Relevant Event without further notice to the Chargee, or 6.2.5 the exercise by the Landlord at any time and without notice to the Chargee of any other

right or remedy which the Landlord may have in respect of the Relevant Event. 6.3 Removal of Tenants property on termination

Within seven (7) days of the termination of the Lease and subject to the condition that the Landlord is not otherwise entitled to recourse against any of its personal property, the Tenant must remove its personal property from the Leased Property. Any personal property of the Tenant not removed in accordance with this clause 6.3 may be removed by the Landlord for storage at the cost of the Tenant. Where the Tenant fails to reclaim its personal property within sixty (60) days from the date of termination the Landlord may as the agent of the Tenant sell the possessions and the Tenant indemnifies the Landlord against any liability incurred by it to any third party whose possessions have been sold by the Landlord in the mistaken belief (which will be presumed unless the contrary is proved) that the possessions belong to the Tenant. 6.4. Where the Landlord makes reasonable efforts but is unable to locate the Tenant the

Landlord may keep the proceeds of sale unless the Tenant claims them within one hundred and twenty (120) days of vacating the Leased Property. 6.5 Tenants failure to Pay Outgoings etc.

Where the Tenant fails promptly to pay any sums due under clauses 4.5, 4.6, 4.7 and 4.8 the Landlord may make the payment and is entitled to recover the same from the Tenant as rent. 6.6 Security of Tenants Property

Notwithstanding any other provision in this Lease the Landlord is not responsible for the security and protection of the Leased Property the Hotel and fixtures on the Leased Property as well as any equipment and other chattels, whether belonging to the Tenant or for which the Tenant is responsible, on the Leased Property or any other part of the Airport Estate. 6.7 Control of Common Parts

The Common Parts are at all times subject to the exclusive control and management of the Landlord. 6.8 Restricted Areas

The Landlord may from time to time determine that certain parts of the Airport Estate are restricted areas (in this Lease referred to as Restricted Areas) and that directors, employees, licensees and visitors of the Tenant are not permitted to enter or remain on the Restricted Areas unless they are in possession of valid identification badges issued by the Landlord.

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6.9

The Tenant may make an application to the Landlord (in such form as the Landlord

determines from time to time) for the issue of identification badges to all or any of its directors, employees, licensees and visitors for whom the Tenant requires access to the Restricted Areas. 6.10 The Landlord may in its sole discretion refuse to grant an identification badge to and may

recall at any time the identification badge issued to any person. 6.11 The identification badges are the property of the Landlord and the Tenant must return

them or procure their return to the Landlord forthwith in any of the following instances 6.11 6.11.2 Where the Landlord requests that any identification badge be returned; where an employee of the Tenant to whom a badge has been issued ceases to be

employed at the Leased Property, or 6.11.3 upon the exit from the Restricted Areas of any visitor or licensee of the Tenant to whom a

badge has been issued. 6.12 Airport Security Rules and Regulations

The Tenant acknowledges that the management and operation of the Piarco International Airport involves matters of security to the Republic of Trinidad and Tobago and of persons and things using the facilities in the Piarco International Airport , and accordingly the Tenant must comply with all rules and regulations promulgated from time to time by the Landlord with respect to the Piarco International Airport, and, in particular in the Common Parts and the Restricted Areas or designed to protect against unauthorized entry into the Restricted Areas, unlawful acts or threats against Civil Aviation or unlawful acts of any nature on the Airport Estate. 6.12.1 Without prejudice to the generality of the foregoing, where at any time the Landlord is of (i) the presence of any person at the Leased Property or at the Airport Estate over whom the Tenant has control constitutes a threat to national security, or

the opinion that -

(ii)

any person over whom the Tenant has control has committed or intends to commit a crime; at the Airport,

the Tenant must at the request of the Landlord promptly(iii) provide the Landlord with any available information that it has concerning that person, and (iv) procure the removal of that person from the Leased Property and the Airport Estate.

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6.13

Distress

The Landlords right of distress in relation to the rents payable in accordance with the provisions of this Lease are exercisable in any part of the Leased Property or the Common Parts. 6.14 Overholding

Where the Tenant continues in occupation of the Leased Property after the expiry of the Term and the parties have not previously executed a renewal or extension of the Term in writing the Tenant becomes a tenant from month to month at twice the rents payable during the last year of the Term and otherwise upon such terms and conditions contained in this Lease as may be applicable to a monthly tenancy. 6.15 6.15.1 6.15.1.1 Suspension of Rent Where during the Term the whole or any part of the Leased Property is damaged or destroyed by any of the

Insured Risks so that the Leased Property is unfit for occupation or use, and 6.15.1.2 authority, the provisions of clause 6.15.2 have effect. 6.15.2 When the circumstances contemplated in clause 6.15.1 arise the Rent or a fair payment of the insurance money is not refused in whole or in part by reason of any act or

default of the Tenant or anyone at the Leased Property expressly or by implication with the Tenants

proportion of the Rent according to the nature and the extent of the damage sustained ceases to be payable until the Leased Property or the affected part is rebuilt or reinstated so that the Leased Property or the affected part is made fit for occupation or use or until the expiration of 3 years from the destruction or damage whichever period is the shorter (the amount of such proportion and the period during which the Rent ceases to be payable to be determined by the Surveyor acting as an expert and not as an arbitrator). 6.16 6.16.1 6.16.1.1 Reinstatement and termination if prevention Where during the Term: the Property or any part of it is damaged or destroyed by any of the Insured Risks; and

6.16.1.2

the payment of the insurance money is not refused in whole or in part by reason of any act or default of the Tenant or anyone at the Leased Property expressly or by implication with Tenants authority,

The Tenant must use its best endeavours to obtain all planning permissions or other permits and consents that may be required under the Planning Act or other statutes (if any) to enable the Tenant to rebuild and reinstate (Permisions)

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6.16.2

Subject to the provisions of clauses 6.16.3 and 6.16.4 the Tenant must as soon as the

Permissions have been obtained or immediately where no permissions are required apply all money received in respect of the insurance (except sums in respect of loss of Rent) in rebuilding or reinstating the Leased Property so destroyed or damaged making up any difference between the cost of rebuilding and reinstating and the money received out of the Tenants own money. 6.16.3 For the purposes of this clause the expression Supervening Events means-

6.16.3.1

the Tenant has failed despite using its best endeavours to obtain

Permissions;

6.16.3.2

any of the Permissions have been granted subject to a lawful

condition with which in all circumstances it would be unreasonable to expect the Tenant to comply;

6.16.3.3

some defect or deficiency in the Site upon which the rebuilding or

reinstatement is to take place would mean that the same could only be undertaken at a cost that would be unreasonable in all the circumstances;

6.16.3.4

the Landlord is unable to obtain access to the Site for the purposes of

rebuilding or reinstating;

6.16.3.5

the rebuilding or reinstating is prevented by war act of God

Government action strike lock-out, or

6.16.3.6 6.16.4

any other circumstances beyond the control of the Tenant.

The Tenant is not liable to rebuild or reinstate the Leased Property if and for so long as the rebuilding or reinstating is prevented by Supervening Events;

6.16.5

Where upon the expiry of a period of 3 years commencing on the date of the damage or destruction the Leased Property the Hotel has not been rebuilt or reinstated so as to be fit for the Tenants occupation and use either party may by notice to the other party served at any time within 6 months of the expiry of that period invoke the provisions of clause 6.16.6; 6.16.5

6.16.6

Upon service of a notice in accordance with the provisions of clause

6.16.6.1

the Term absolutely ceases but without prejudice to any rights or

remedies that may have accrued to either party against the other including (with prejudice to the generality of the above) any right that the Landlord might have against the Tenant for a breach of the Tenants covenants set out in clauses 6.16.1 and 6.16.2;

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6.16.6.2all money received in respect of the insurance effected by the Landlord must be applied in accordance with the provisions of clause 4.26. 6.17 Arbitration

Where any question, difference or dispute arises between the parties or any person, persons or corporation claiming under them respectively concerning to touching the construction of any clause contained in this Lease or the rights, duties or liabilities of the parties to this Lease or in any way touching or arising out of this Lease (other than disputes which by the terms of this Lease are to be determined by the Expert or as described in the Fifth or Sixth Schedules the same must be referred to the determination of a single arbitrator if the parties can agree on one or in default of agreement then on a reference by the Landlord or the Tenant to an arbitrator appointed by the President for the time being of the Law Association of Trinidad and Tobago before proceeding in the reference in accordance with the Arbitration Act (Chap. 5:01). 6.18 Effect of Waiver

Each of the Tenants covenants and agreements contained in this Lease remain in full force both at law and in equity notwithstanding that the Landlord waives or releases temporarily any such covenant or agreement. 6.19 Accident and Losses The Landlord is not responsible to the Tenant or to any one on the Leased Property and the Airport Estate expressly or by implication with the Tenants authority for any accident happening or injury suffered or for any damage to or loss of any chattel sustained in the Leased Property or the Airport Estate.

6.20

Appointment of new Rating Agency

Where the American Automobile Association (AAA) is unwilling or unable to perform the function of the Hotel Rating Agency or ceases to exist either of the parties may notify the other of the same in writing and the parties must agree upon the appointment of a new rating agency and failing agreement within 45 days of service of that notice either party may refer the matter to the President for the time being of the Trinidad & Tobago Chamber of Industry and Commerce for him to appoint the new Rating Agency.

6.21

Bribery

Where the Tenant has offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forebearing to do or for having done or foreborne to do any action in relation to the grant of this Lease or an Agreement for grant of this Lease, or where the like acts have been done by any person employed by the Tenant or acting on the Tenants behalf then notwithstanding anything in this Lease, the Landlord is entitled to forfeit this Lease and to recover from the Tenant the amount of any loss resulting from the termination.

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6.22

Entire Understanding and there are no promises or

This Lease sets forth the entire agreement between the parties

understandings other than those stated in this Lease. None of the provisions, terms and conditions contained in this Lease may be added to, modified, superseded otherwise altered, except as may be specifically authorised in this Lease or by written instrument executed by the Landlord and the Tenant. 6.23 Exclusion of use Warranty

Nothing in this lease or in any consent granted by the Landlord under this lease implies or warrants that the Leased Property may lawfully be used under the Planning Act for the purpose authorised in this lease (or any purpose subsequently authorised). 6.24 Representations

The Tenant acknowledges that this lease is not entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Landlord except any such statement or representation that is expressly set out in this lease.

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6.25

Licences etc under hand

Whilst the Landlord is a limited company or other corporation all licences consents approvals and notices required to be given by the Landlord are sufficiently given if given under the hand of a director the secretary or other duly authorised officer of the Landlord. 6.26 Severability

Where any term or provision of this Lease is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, that term or provision or part is to that extent construed not to form part of this Lease but the validity and enforceability of the remainder of this Lease is not affected. 6.27 Governing Law

This Lease is governed by and construed in accordance with the laws of Trinidad and Tobago and each party agrees to submit to the exclusive jurisdiction of the Courts of Trinidad and Tobago as regards any claim or matter arising under this Lease.

6.28

Notices

All communications and notices intended for the Landlord are construed to be properly and sufficiently served if delivered at or forwarded by post to the stated principal office of the Landlord and all communications and notices intended for the Tenant are construed to be properly and sufficiently served if delivered at or forwarded by post to its registered office or at or to such other address as may have been previously notified by it in writing to the Landlord or at or to the Leased Property or to its last known place of business in Trinidad. A notice sent by post is construed to be given at the time when in due course of post it would be delivered at the address to which it is sent. IN WITNESS OF WHICH the Seal of the AIRPORTS AUTHORTY OF TRINIDAD AND TOBAGO was affixed to this Lease the ..day of..and the Common Seal of was affixed to this Lease the ..day of..

THE FIRST SCHEDULE AIRPORT ESTATE (Clauses 1.3; 2.4) ALL THAT parcel or lot of land comprising THREE HUNDRED AND THIRTY TWO POINT ZERO EIGHT ONE SEVEN HECTARES (332.0817 ha) be the same more or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad and bounded on the -

66

North SouthEastWest-

partly by Churchill Roosevelt Highway, by lands of Frank Wilson, Bestcrete Limited and Trinidad Sugar Estate and Golden Grove Road, by Golden Grove Branch Road and lands of the State, by lands of Bestcrete Limited and Trinidad Sugar Estates and Churchill Roosevelt Highway and lands of the State, and by Golden Grove Road, Golden Grove Branch Road by lands of the State and Frank Wilson

and described in the Grant of State Lands registered in Volume 3410 Folio 29 now described in the Certificate of Title registered in Volume 4475 Folio 185. THE SECOND SCHEDULE THE LEASED PROPERTY (Clauses 1.12;2.5,3) ALL THAT piece or parcel of land comprising FIVE POINT SEVEN TWO FIVE EIGHT HECTARES (5.7258 ha) be the same or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad (being a portion of the larger parcel of land described in the First Schedule) and bounded on the North SouthEastWestpartly by the Oropuna River and partly by a Road Reserve 30m wide, partly by lands of the Airports Authority of Trinidad and Tobago and partly by a Road Reserve 50m wide, partly by a Road Reserve 30m wide and partly by a Road Reserve 50m wide, and by the Oropuna River which stated piece or parcel of land is delineated coloured pink and shown as on the Plan and marked A and annexed to this Lease. THE THIRD SCHEDULE RIGHTS AND LIBERTIES GRANTED TO THE TENANT (Clause 3) 3. 3-1. The Landlord grants to the Tenant: The right to use the Common Parts for all purposes in connection with the use and enjoyment of the Leased Property including (for example) the right to pass and repass from the Leased Property to the public roads subject to the following conditions:(a) the right is exercised in accordance with any rules and regulations made by the Landlord under this Lease for the time being in force, and the Tenant is responsible for and must indemnify the Landlord against all damage to roads ways and pavements (normal wear and tear excepted) on the Airport Estate occasioned by the use by the Tenant and its servants, agents and licensees and the Tenant must make good all that damage or injury to the entire satisfaction of the

(b)

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Landlord or if the Landlord prefers to make good that damage or injury itself the Tenant is responsible for and must forthwith pay the Landlord for all costs and expenses incurred which are recoverable as a debt by the Tenant to the Landlord on demand. 3-2. The right to the free passage and running of water sewage gas electricity telephone and other services or supplies to and from the Leased Property through the Pipes now in the Adjoining Property that serve the Leased Property but subject to such contractual arrangements or other conditions or restrictions as may be imposed by the relevant public utility or the law for the time being in force. 3-3. The rights mentioned in paragraph 3-1of this Schedule may also be exercised by any person expressly or by implication authorised by the Tenant but only for proper purposes connected with the use or enjoyment of the Leased Property. 3-4. All rights mentioned in this Schedule may also be exercised by the Landlord and by any person authorised by the Landlord and by any person who is or who becomes entitled to use them and are subject to temporary interruptions for repair alteration or replacement. THE FOURTH SCHEDULE RIGHTS AND LIBERTIES RESERVED TO THE LANDLORD (Clause 3) The following are excepted and reserved in favour of the Landlord (and may also be exercised by any person authorised by the Landlord or by any person who is or who becomes entitled to exercise them): 4-1. The free and uninterrupted passage and running of water sewage gas electricity telephone and other services or supplies from and to other parts of the Airport Estate or any Adjoining Property in and through the Pipes which now are or may after the date of this Lease during the Term is installed in on under or over the Leased Property. 4-2. The right at convenient times and upon reasonable notice (except in cases of emergency) to enter the Leased Property for any of the following purposes: 4-2.1 4-2.2 4-2.3 4-2.4 to establish if the provisions of this Lease have been observed; to view the condition of the Leased Property; to exercise any right granted or reserved to the Landlord by this Lease; and for any purpose connected with the review of the rents

without prejudice to the Tenants right to quiet enjoyment of the Leased Property. 4-3 The right to build upon alter rebuild develop or use the Adjoining Property even if this affects the light and air coming to the Leased Property or causes nuisance damage annoyance or inconvenience to the Tenant or occupier of the Leased Property by noise dust vibration or otherwise provided that the exercise of such right does not materially affect the Tenants or occupiers ability to use the Leased Property for any purpose permitted by this Lease.

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THE FIFTH SCHEDULE THE RENT AND RENT REVIEW (Clauses 1.16;4.1) 5-1. In this Schedule the following expressions have the meanings assigned to them below:-

Additional Rent has the meaning given in clause 1.1 First Period means the period of five (5) years commencing with and from the commencement of the Term. Immediately Preceding Rent means the Rent payable during a period (e.g. the First Period or a Review Rent Period as the case may be) which immediately precedes a period which the Rent is to be reviewed under paragraph 5-3 of this Schedule. Initial Rent has the meaning given in clause 1.9. Review Dates means the day immediately following the expiry of each period of five (5) years during the Term including the First Period. Review Period means the period between any Review Date and the day prior to the next Review Date (inclusive) or between the last Review Date and the expiry of the Term Revised Rent means the annual rent payable in advance during each Review Period determined in accordance with the provisions of paragraph 5-3 of this Schedule. 5-2. The Rent payable by the Tenant to the Landlord in accordance with the provisions of clause 3.2 of this Lease is as follows: 5-2.1 during the first three (3) years of the First Period beginning on the commencement of the Term the Initial Rent annually; 5-2.2 during the succeeding period of two (2) years of the First Period beginning on the day following the expiry of the first three years from the commencement of the Term, the Initial Rent plus the Additional Rent (if any) annually; 5-2.3 during each successive Review Period the Revised Rent to be determined in accordance with the provisions of paragraph 5-3 of this Schedule plus the Additional Rent (if any) annually subject to the provisions of paragraph 5-2.4 below;

69

5-2.4

Where the Tenant has completed and commenced beneficial occupation of a hotel on the Leased Property in accordance with clauses 4.31 and 4.33 of this Lease, the Landlord shall waive its rights to the Additional Rent (only) referred to in paragraph 5-2.3 above.

5-3.

The Tenant must pay in respect of each Review Period of the Term as the Revised Rent an annual rent which must be determined in accordance with the following formula that is to say the rent must be the rent at which the Leased Property and appurtenant rights and liberties might reasonably be expected to be let in the open market by a willing lessor by a lease for a term of five (5) years with vacant possession on the same terms and subject to the said incidents in all other respects as this Lease and upon the supposition (if not a fact) that the Tenant had complied with all the covenants contained in this Lease and on its part to be observed and performed and that no work has been carried out to the Leased Property which has diminished its value but disregarding any increase in the value of the Leased Property attributable at the Review Date to any improvement to the Leased Property carried out during the Term by the Tenant with the consent of the Landlord (where required) subject to the provisions of clause 5-4 next succeeding.

5-4.

The provisions of paragraph 5-3 of this Schedule are subject to the condition that when no agreement is reached between the parties within three (3) months next before the commencement of any Review Period as to the rent at which the Leased Property and appurtenant rights and liberties might reasonably be expected to be let in the open market on the basis described (current open market rental value) during the Review Period then the dispute or difference must be referred to the decision of an Independent Chartered Surveyor (Surveyor) practicing in Trinidad and Tobago to be appointed by agreement between the parties to or in default of agreement to be appointed for that purpose by the President for the time being of the Professional Association of Valuation and Land Economy Surveyors of Trinidad and Tobago. Where the Professional Association of Valuation and Land Economy Surveyors goes out of existence or the President of that Association is unwilling or unable to act then the Surveyor selected by the President for the time being of the Law Association of Trinidad and Tobago on the application of either the Landlord or the Tenant made not earlier than three (3) months before the relevant Review Date but not later than the end of the relevant Review Period and the Surveyor act as an expert and not as an arbitrator and his decision is final and conclusive on all matters referred to him under the provisions of paragraph 5-4.

5-5.

Where the Surveyor comes to the conclusion that the current open market rental value of the Leased Property and appurtenant rights and liberties in respect of any Review Period is less than the Immediately Preceding Rent the Revised Rent payable during the Review Period must nevertheless be the same as the Immediately Preceding Rent and the decision of the Surveyor must so state.

5-6.

Where Revised Rent payable during any Review Period has not been ascertained by the commencement of the Review Period the Immediately Preceding Rent continues to be payable on account of the Revised Rent for that Review Period and on the date upon which the

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Revised Rent is agreed or upon which the Surveyors determination is received by either party the Tenant must pay to the Landlord any shortfall between the Revised Rent which would have been paid if it had been ascertained by the commencement of the said Review Period and the payments made on account. 5-7 The fees of the Surveyor must be borne equally by the Landlord and the Tenant.

THE SIXTH SCHEDULE THE TURNOVER RENT (Clause 4.1) The Minimum Turnover Rent 6.1. Definitions In this Schedule the following expressions have the meanings assigned to them below:Gross Revenue means, in relation to any period of time all revenues, receipts and income of every kind derived directly or indirectly for that period from the operations of the Hotel, as determined on an accrual basis, including but not limited to (a) all rentals and charges for guests rooms, suites, studios, meeting rooms, conference rooms, ballrooms and other public rooms, including without limitation all charges for room reservations and deposits not refunded to guests; all sales of food and beverages, whether served on or off the property, including without limitation all charges for room service, banquets and catering fees; all sales or leases of miscellaneous and sundry merchandise and services, including without limitation laundry, valet, garage, parking, telephone, telex, fax, check room, vault and other miscellaneous services, cover and minimum charges for guests entertainment, fees charged for the temporary use of facilities, sales through vending machines and all other receipts from any source whatsoever attributable to the operations of the Hotel; business interruption insurance proceeds received for any period during which the business of the Hotel is interrupted but not in excess of the actual Gross Revenues for the comparable period of the preceding Operating Year; all rentals, fees, commission, concessions and other payments derived from leases, licenses and concessions located at the Hotel, but Gross Revenue for any such period does not include-

(b) (c)

(d)

(e)

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(f)

excise, sales and user taxes value added tax or similar impositions collected directly from patrons or guests or included as part of the sales price of any goods or services and paid to any Governmental Authority; insurance proceeds (other than business interruption insurance proceeds as provided in paragraph (e) above); gratuities, service charges and bad debts, and operational proceeds derived from charitable functions where the proceeds are paid over to the charity concerned;

(g) (h) (i)

Hotel has the meaning given in clause 1.5, and includes all related improvements, equipment and facilities and all FF&E, Inventories and Operating Equipment; Independent Auditor means a firm of independent certified accountants having hotel experience selected from time to time by the Tenant and approved by the Landlord, that approval not to be unreasonably withheld or delayed; Minimum Turnover Rent means a sum equal to the amount payable by way of (a) Initial Rent during each year of the First Period, and (b) Revised Rent during each year of each Review Period, respectively; Operating Account means the account opened and maintained by the Tenant at First Citizens Bank Limited, Piarco Branch, and designated [Primis Hotel Operating Account,] into which all funds relating to the Hotel to be paid to or received by the Tenant are deposited or withdrawn. Operating Report means a report of the Gross Revenue of the Hotel prepared by the Tenant in the form set out in the Seventh Schedule. Operating Standards means the operation of the Hotel at the standards customary and usual in the operation of resort Hotels of comparable size, character, class and standing in the same geographical area and appealing to the same market; Operating Year means the period of twelve (12) months commencing in each year on 1 January and ending on the following 31 December, except that the first Operating Year shall commence on the date of commencement of the Term and ends on the following December 31. If this Lease terminates on a date other than 31 December in any year, the final Operating Year ends on the date of that termination. Replacement Reserve means, in relation to any period, an amount equal to2.5% of Gross Revenue for each the first second and third Operating Years; 3.5% of Gross Revenue for each the fourth and fifth Operating Years, and 4.5% of Gross Revenue for the sixth and all subsequent Operating Years. TT Dollarsand TT$ means the lawful currency of Trinidad and Tobago. Uniform System of Accounts means the Uniform System of Accounts for Hotels, Eighth Revised Edition, 1986, as adopted by the American Hotel and Motel Association, and US Dollars and US$ means the lawful currency of the United States of America. 6-2. Books and Records/Operating Account The Tenant must open and after that maintain full and adequate books of account (in all material respects in accordance with the Uniform System of Accounts) subject to compliance

72

with the International Financial Reporting System of Accounts as applied in Trinidad and Tobago by the Institute of Chartered Accountants of Trinidad and Tobago (ICATT) and such other records as are necessary to reflect the results of the operations of the Hotel. Those books of account and other records must be kept at the Hotel and be available to the Landlord and its representatives at all reasonable times for examination, inspection and copying. 6-3. The Tenant must cause all funds derived from the operation of the Hotel to be deposited in the Operating Account, except to the extent otherwise expressly provided in this Lease. The Tenant must have sole control of the Operating Account.

6-4

Reports/Financial Statements The Tenant must deliver to the Landlord 6-4.1 as soon as available but, in any event, not later than the seventh (7) day of each calendar month, two (2) copies of the Operating Report for the preceding month showing the Turnover Rent payable for the preceding month and a cheque payable to the Landlord for the Turnover Rent for the preceding month on account the Turnover Rent for the current year; as soon as available but, in any event, not later than sixty (60) days after the end of each Operating Year 6-4.2.1 two (2) copies of a certificate (Auditors Certificate) by the Independent Auditors certifying the amount of the Gross Revenue during the Operating Year for the Hotel (which are in agreement with the books of account maintained by the Tenant) in accordance with the Uniform System of Accounts and generally accepted International Financial Accounting Standards, and consistently applied) and a statement by the Independent Auditors, prepared from the information in the audited financial statements for the Hotel for that Operating Year showing in reasonable detail the calculation of the Turnover Rent certified as true and correct for that Operating Year.

6-4.2

6-4.2.2

6-5

The Turnover Rent is an annual rent for an Operating Year, and so for any part of an Operating Year, calculated on the Gross Revenue of the Tenant for that Operating Year or part of an Operating Year as the case may be and is ascertained in the manner following:-

6-5.1

For each of the first two (2) years of the Term the Turnover Rent is [

%] (to be fixed)

of the Gross Revenue of the Tenant for that Operating Year but where the amount so determined is less than the Minimum Turnover Rent then prevailing then the Turnover Rent is the Minimum Turnover Rent 6-5.2 For each of the ensuing five (5) years of the Term the Turnover Rent is % of the Gross Revenue of the Tenant for that Operating Year but where the amount so determined is less than the minimum Turnover Rent then prevailing then the Turnover Rent is the Minimum Turnover Rent 6-5.4.3 For each year of the remainder of the Term the Turnover Rent is .. % of the Gross Revenue of the Tenant for that Operating Year but where the amount so determined is less than the minimum Turnover Rent then prevailing then the Turnover Rent is the Minimum Turnover Rent;

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6-5.4

Upon receipt of the Auditors Certificate the Landlord must calculate the Turnover Rent for that year and where the Tenant has made an overpayment the same must be applied to the Turnover Rent for the ensuing year but where the amount payable for the said year exceeds the amount actually paid the Landlord must serve on the Tenant a written demand therefor and the Tenant must pay the amount due within ten (10) days or such further period as may be agreed in writing between the parties;

6-5.5

The Tenant must where so required by the Landlord permit the Landlord or its duly authorised agents to inspect at any time and upon reasonable notice all books documents or records whatsoever which were or ought in the opinion of the Landlord to be taken into account in the calculation of the Gross Revenue.

6-5.6

Where any dispute arises between the parties as to the amount of Gross Revenue of the Turnover Rent that dispute must be determined by an independent accountant (acting as an expert and not as an arbitrator) or be appointed in default of agreement by the President for the time being of the Institute of Chartered Accountants of Trinidad and Tobago whose decision is binding on both parties and the fees and expenses of the independent accountant including the cost of his appointment shall be borne equally between the parties (and if either party shall pay all the independent accountants fees and expenses it shall be entitled to recover one-half from the other) unless the independent accountant must direct otherwise and he shall have power so to do having regard to the conduct of the parties in the matter. SEVENTH SCHEDULE (Paragraph 6-4 of the Sixth Schedule) FORM OF MONTHLY OPERATING REPORT (unaudited)

Month: [-----------] Gross Revenue Comprising Room Revenue Food and Beverage Revenue Other Revenue $ $ $ $______________

Turnover Rent payable:$----------------------------

EIGHTH SCHEDULE

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(Clause 1.19) Contractors Deed THIS DEED made the .day of . BETWEEN (1) [LIMITED] (contractor) of (address etc) or whose registered office is at (address). Company Registration no.. (Contractor) and (2) THE AIRPORTS AUTHORITY OF TRINIDAD AND TOBAGO a body corporate established by the Airports Authority of Trinidad and Tobago Act Chapter 49:02 of the Laws of Trinidad and Tobago with its principal office at the Airports Administration Centre, Piarco International Airport, Caroni North Bank Road, Piarco, in the Island of Trinidad (in this Agreement called Landlord), and WITNESSES as follows: 1. 1.1 Recitals By an agreement for lease (Agreement) made on the .. day of .. between (1) the Landlord and (2) Primis Corporation Ltd (Tenant) (Tenant) the Tenant agreed to carry out on the site (Site) described in the Second Schedule certain works (Works) brief details of which are set out in the Third Schedule.

1.2

On the .day of the Tenant entered into a contract (Building Contract) Works.

with the Contractor providing for the Contractor to carry out the 1.3

The terms of the Agreement require the Tenant to procure that the Contractor should

enter into this deed. 2 2.1 2.2 2.3 Interpretation Words importing one gender are construed as importing any other gender. Words importing the singular are construed as importing the plural and vice versa. Where any party comprises more than one person the obligation and liabilities of that party under this deed are joint and several obligations and liabilities of those persons. 2.4 Where any party comprises one or more individuals the obligations and liabilities of that party under this deed are binding on the personal representatives of each such individual.

In this deed -

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2.5

The clause headings do not form part of this deed and are not to be taken into account in its construction or interpretation.

2.6

working day means any on which commercial banks in Trinidad and Tobago are (or would be but for a strike lock-out or other stoppage affecting such banks generally) open during banking hours and working days are construed accordingly.

2.7

Building Documents means all plans drawings specifications bills of quantities engineering and other calculations and other documents relating to the Works.

3 3.1

Duty of care The Contractor covenants with the Landlord 3.1:1 that the Contractor shall exercise all reasonable skill and care expected of a building contractor in the carrying out of the Works and in the performance of its other duties under the Building Contract, and 3.1:2 that the Contractor has exercised [and shall continue to exercise] all reasonable skill and care in the preparation of all (if any) of the Building Documents prepared or to be prepared by the Contractor to the same extent and in like manner as if the Contractor had been an architect or other relevant professional person or persons in private practice engaged by the Landlord to prepare such Building Documents;

3.2

The provisions of clause 3.1 in no way affects or lessen any other duty which the Contractor may at any time owe to the Landlord in respect of the matters referred to in clause 3.1

Consent to assignment The Contractor consents to the assignment by the Tenant to the Landlord of the benefit of the Building Contract on or at any time after determination of the Agreement notwithstanding any restriction on assignment contained in the Building Contract.

5 5.1

Building Documents The Contractor covenants with the Landlord 5.1:1 to supply to the Landlord on demand but at the Landlords expense complete and proper copies of such of the Building Documents as may from time to time be in the possession or under the control of the Contractor, and

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5.1:2

not to exercise any lien on the Building Documents or any of them against the Landlord.

5.2

To the extent that any copyright or any other intellectual property right in the Building Documents or any of them is now or at any later date vested in the Contractor the Contractor grants to the Landlord full and irrevocable licence to use and to reproduce the same and any design or invention of the Contractor incorporated or referred to in them for all purposes connected with the Works or the Site (including without limitation the completion of the Works the repair alteration or reconstruction of site and the sale or letting of the site) but not for general publication to persons unconnected with the Works or the site.

6 6.1

Novation The Contractor covenants with the Landlord 6.1:1 not to exercise or seek to exercise any right which may be or become available to it to determine the Building Contract or to treat the same as determined, and 6.1:2 not to discontinue or suspend the performance of any of its obligations under the Building Contract without (in any such case) first serving on the Landlord not less than 15 working days notice (Contractors Notice) specifying the Contractors grounds for so doing.

6.2

The Landlord covenants with the Contractor promptly to notify the Contractor (Landlords Notification) if at any time the Agreement is determined by re-entry by the Landlord.

6.3

Following the service of the Contractors Notice or (as the case may be) the giving of the Landlords Notification the Contractor must if so required by the Landlord but at the Landlords expense supply to the Landlord full details of all amounts (if any) due from the Tenant to the Contractor under the Building Contract which has not been paid and such other information concerning the progress of the Works and other matters arising in relation to the Building Contract as the Landlord may require.

6.4

Within 15 working days after the date of the Contractors Notice or (as the case may be) the date on which the Landlords Notification is given (time in either case being of the essence) the Landlord may serve on the Contractor a notice invoking the provisions of clause 6.5 (Novation Notice).

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6.5

Where a Novation Notice is served on the Contractor the following provisions of this clause have effect 6.5:1 the Landlord must immediately pay to the Contractor all amounts (if any) due to the Contractor under the Building Contract which have not been paid (but without interest on any overdue payment); 6.5:2 (where the carrying out of the Works has been suspended) the Contractor must immediately recommence the Works; 6.5:3 subsequently the Contractor must proceed to carry out the Works in accordance with and must otherwise comply with its obligations under the Building Contract and shall be bound by the terms of the Building Contract notwithstanding any grounds which it may previously have had for determining the Building Contract or treating the same as determined and must accept the instructions of the Landlord as the employer under the Building Contract in place of the Tenant, and 6.5.4 subsequently the Landlord must comply with the obligations of the employer under the Building Contract in like manner as if the Landlord had been the employer originally named in the Building Contract.

7 7.1

Notices In this clause 7.1:1 Landlords Address means the address of the Landlord shown on the first page of this deed or such other address as the Landlord may from time to time notify to Contractor as being its address for service for the purposes of this deed; 7.1:2 Contractors Address means the address of the Contractor shown on the first page of this deed or such other address as the Contractor may from time to time notify to the Landlord as being its address for service for the purpose of this deed.

7.2

Any notice or other communication given or made in accordance with this deed be in writing and -

shall

7.2:1 may (in addition to any other effective mode of service) be sent by registered or recorded delivery post, and 7.2:2 may (in the case of a notice or other communication to the Landlord) be served on the Landlord at the Landlords Address and (in the case of a

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General The benefit of this deed inures for the benefit of the successors in title of the Landlord to the Site without the necessity of an express assignment.

In witness of which etc First Schedule The Airport Estate

(Clauses 1.3; 2.4) ALL THAT parcel or lot of land comprising THREE HUNDRED AND THIRTY TWO POINT ZERO EIGHT ONE SEVEN HECTARES (332.0817 ha) be the same more or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad and bounded on the North SouthEastWestpartly by Churchill Roosevelt Highway, by lands of Frank Wilson, Bestcrete Limited and Trinidad Sugar Estate and Golden Grove Road, by Golden Grove Branch Road and lands of the State, by lands of Bestcrete Limited and Trinidad Sugar Estates and Churchill Roosevelt Highway and lands of the State, and by Golden Grove Road, Golden Grove Branch Road by lands of the State and Frank Wilson and described in the Grant of State Lands registered in Volume 3410 Folio 29 now described in the Certificate of Title registered in Volume 4475 Folio 185.

Second Schedule The Site

ALL THAT piece or parcel of land comprising FIVE POINT SEVEN TWO FIVE EIGHT HECTARES (5.7258 ha) be the same or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad (being a portion of the larger parcel of land described in the First Schedule) and bounded on the North SouthEastWestpartly by the Oropuna River and partly by a Road Reserve 30m wide, partly by lands of the Airports Authority of Trinidad and Tobago and partly by a Road Reserve 50m wide, partly by a Road Reserve 30m wide and partly by a Road Reserve 50m wide, and by the Oropuna River which stated piece or parcel of land is delineated coloured pink and shown as on the Plan and marked A and annexed to this Lease.

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Third Schedule The Works (describe the works)

Signature and seal of the Contractor

NINTH SCHEDULE Clause 1.20 Architects Deed SUPPLEMENTAL DEED to be entered into by architect or other person performing supervisory functions under building contract where tenant builds THIS DEED made the .. day of ..BETWEEN (1) (2) (name of Architect) of (address etc ) ( the Covenantor ) and THE AIRPORTS AUTHORITY OF TRINIDAD AND TOBAGO a body corporate established by the Airports Authority of Trinidad and Tobago Act Chapter 49:02 of the Laws of Trinidad and Tobago with its principal office at the Airports Administration Centre, Piarco International Airport, Caroni North Bank Road, Piarco, in the Island of Trinidad (in this Agreement called Landlord) WITNESS as follows: 1 1.1 Recitals By an agreement for lease (Agreement) made on the .. day of between (1) the Landlord and (2) Primus Corporation Limited (Tenant) the Tenant agreed to carry out on the site (Site) described in the Second Schedule certain works (Works) brief details of which are set out in the Third Schedule. 1.2 On the .date of . the Tenant entered into a contract with (contractor) (Contractor) providing for the Contractor to carry out the Works (Building Contract).

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1.3 1.4

The Covenantor has been appointed to perform the functions of the architect under the Building Contract. The terms of the agreement require the Tenant to procure that the Covenantor should enter into this deed.

2. 2.1 2.2 2.3

Interpretation Words importing one gender are construed as importing any other gender. Words importing the singular are construed as importing the plural and vice versa. Where any party comprises more than one person the obligation and liabilities of that party under this deed are joint and several obligations and liabilities of those persons.

In this deed:

2.4

Where any party comprises one or more individuals the obligations and liabilities of that party under this deed are binding on the personal representatives of each such individual.

2.5

The clause headings do not form part of this deed and are not to be taken into account in its construction or interpretation.

Duty of care The Covenantor covenants with the Landlord that the Covenantor has exercised and must continue to exercise all reasonable skill and care expected of a person performing the functions of the architect under the Building Contract (including without limitation the function of issuing any certificates pursuant to clause of the Building Contract)

4 4.1

General The provisions of clause 3 in no way affect or lessen any other duty which the Covenantor may at any time owe to the Landlord in respect of the matters referred to in clause 3.

4.2

The benefit of this deed inures for the benefit of the successors in title of the Landlord to the Site without necessity for an express assignment.

The First Schedule

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Airport Estate
ALL THAT parcel or lot of land comprising THREE HUNDRED AND THIRTY TWO POINT ZERO EIGHT ONE SEVEN HECTARES (332.0817 ha) be the same more or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad and bounded on the North SouthEastWestpartly by Churchill Roosevelt Highway, by lands of Frank Wilson, Bestcrete Limited and Trinidad Sugar Estate and Golden Grove Road, by Golden Grove Branch Road and lands of the State, by lands of Bestcrete Limited and Trinidad Sugar Estates and Churchill Roosevelt Highway and lands of the State, and by Golden Grove Road, Golden Grove Branch Road by lands of the State and Frank Wilson and described in the Grant of State Lands registered in Volume 3410 Folio 29 now described in the Certificate of Title registered in Volume 4475 Folio 185.

The Second Schedule

ALL THAT piece or parcel of land comprising FIVE POINT SEVEN TWO FIVE EIGHT HECTARES (5.7258 ha) be the same or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad (being a portion of the larger parcel of land described in the First Schedule) and bounded on the North SouthEastWestpartly by the Oropuna River and partly by a Road Reserve 30m wide, partly by lands of the Airports Authority of Trinidad and Tobago and partly by a Road Reserve 50m wide, partly by a Road Reserve 30m wide and partly by a Road Reserve 50m wide, and by the Oropuna River which stated piece or parcel of land is delineated coloured pink and shown as on the Plan and marked A and annexed to this Lease.

The Third Schedule (The works (describe the Works)

IN WITNESS etc (signature and seal of the Covenantor) TENTH SCHEDULE

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Clause 1.21 Professionals Deed SUPPLEMENTAL DEED to be entered into by the Tenants professional advisers in relation to works THIS DEED made the .. day of ..BETWEEN (1) KL and MN (parties) of (address etc ) carrying on business as [structural engineers] in

partnership under the name of .. (name of firm) at (address) (Partners) and (2) THE AIRPORTS AUTHORITY OF TRINIDAD AND TOBAGO a body corporate established by the Airports Authority of Trinidad and Tobago Act Chapter 49:02 of the Laws of Trinidad and Tobago with its principal office at the Airports Administration Centre, Piarco International Airport, Caroni North Bank Road, Piarco, in the Island of Trinidad (in this Agreement called Landlord) WITNESS as follows: 1 1.1 Recitals By an agreement for lease (Agreement) made the .. day of between (1) the Landlord and (2) Primus Corporation Limited (Tenant) the Tenant agreed to carry out on the site (Site) described in the Second Schedule certain works (Works) brief details of which are set out in the Third Schedule. 1.2 On the .date of . the Tenant entered into a contract with (contractor) (Contractor) providing for the Contractor to carry out the Works (Building Contract). 1.3 The Partner has been appointed to perform the functions of the structural engineer under the Building Contract. 1.4 The terms of the agreement require the Tenant to procure that the Partner should enter into this deed. 2. 2.1 2.2 Interpretation Words importing one gender are construed as importing any other gender. Words importing the singular are construed as importing the plural and vice versa.

In this deed:

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2.3

Where any party comprises more than one person the obligation and liabilities of that party under this deed are joint and several obligations and liabilities of those persons.

2.4

Where any party comprises one or more individuals the obligations and liabilities of that party under this deed are binding on the personal representatives of each such individual.

2.5

The clause headings do not form part of this deed and are not to be taken into account in its construction or interpretation.

3. 3.1

Duty of care The Partners covenants with the Landlord that the Partners have exercised and shall

exercise all reasonable skill and care expected of structural engineers in the performance of their functions and the provision of their services under their contract of engagement as structural engineer (including without limitation those relating to the preparation of all (if any) of the Building Documents prepared or to be prepared by the Partners) 3.2 The provisions of clause 3.1 shall in no way affect or lessen any other duty which the

Partners may at any time owe to the Landlord in respect of the matters referred to in clause 3.1. 4. Building Documents

To the extent that any copyright or any other intellectual property right in the Building Documents or any of them is now or at any later date vested in the Partners the Partners grant to the Landlord full and irrevocable licence to use and to reproduce the same and any design or invention of the Partners incorporated or referred to in them for all purposes connected with the Works of the Site (including without limitation the completion of the Works the repair alteration or reconstruction of the Site and the sale or letting of the Site) but not for general publication to persons unconnected with the Works or the Site. 5. 5.1 General The benefit of this deed inures for the benefit of the successors in title of the Landlord to the Site without necessity for an express assignment. IN WITNESS etc

First Schedule Airport Estate

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(Clauses 1.3; 2.4) ALL THAT parcel or lot of land comprising THREE HUNDRED AND THIRTY TWO POINT ZERO EIGHT ONE SEVEN HECTARES (332.0817 ha) be the same more or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad and bounded on the North SouthEastWestpartly by Churchill Roosevelt Highway, by lands of Frank Wilson, Bestcrete Limited and Trinidad Sugar Estate and Golden Grove Road, by Golden Grove Branch Road and lands of the State, by lands of Bestcrete Limited and Trinidad Sugar Estates and Churchill Roosevelt Highway and lands of the State, and by Golden Grove Road, Golden Grove Branch Road by lands of the State and Frank Wilson and described in the Grant of State Lands registered in Volume 3410 Folio 29 now described in the Certificate of Title registered in Volume 4475 Folio 185.

Second Schedule The Site

ALL THAT piece or parcel of land comprising FIVE POINT SEVEN TWO FIVE EIGHT HECTARES (5.7258 ha) be the same or less situate in the Ward of Tacarigua in the County of St. George in the Island of Trinidad (being a portion of the larger parcel of land described in the First Schedule) and bounded on the North SouthEastWestpartly by the Oropuna River and partly by a Road Reserve 30m wide, partly by lands of the Airports Authority of Trinidad and Tobago and partly by a Road Reserve 50m wide, partly by a Road Reserve 30m wide and partly by a Road Reserve 50m wide, and by the Oropuna River which stated piece or parcel of land is delineated coloured pink and shown as on the Plan and marked A and annexed to this Lease.

Third Schedule The Works

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(the description of the Works to be inserted)