TNAG-1515-FCO40-2076-Bridges-and-tunnels-in-Hong-Kong-1986 — Page 51

Annex C

16th July, 1986

ROAD OPERATING AGREEMENT

THIS AGREEMENT is made the

BETWEEN:

day of

1986

(1) The Government of Hong Kong, acting through the Secretary of

Transport ("the Government"); and

(2)

New Hong Kong Tunnel Company Limited, a company incorporated in Hong Kong whose registered office is situated at Alexandra House, 11th floor, 16-20 Chater Road, Hong Kong ("NHKTC"), contracting both in its own capacity and 28 agent of, and trustee for, the Shareholders.

WHEREAS:-

(A) By virtue of the Eastern Harbour Crossing Ordinance 1986, NHKTC has a franchise for, inter alia, the construction, financing and operation of a combined road and rail tunnel across the Eastern Harbour of Hong Kong.

(B)

In consideration of NHKTC agreeing to accept the obligations imposed on it pursuant to the Ordinance and in order to clarify for the benefit of NHKTC, its shareholders and its creditors certain discussions and agreements reached between the Government and NHKTC, the parties have mutually agreed to enter into this Agreement for the purpose of recording their agreements as set out herein.

NOW IT IS HEREBY AGREED AND DECLARED as follows:

1.

DEFINITIONS

In this Agreement:

"Eastern Harbour Crossing" means the combined road and rail tunnel and all associated road and rail facilities which are required to be constructed by NHKTC;

1986;

NHKTC;

"Franchise" means the franchise referred to in Recital (A);

"Ordinance" means the Eastern Harbour Crossing Ordinance,

"Shareholders" means the shareholders for the time being of

and expressions which are defined in the Ordinance shall, where the context permits, bear the same meanings when used herein.

- 1