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EXHIBIT 10.2
DATED: 29th September, 1999
THE POST OFFICE
AND
eTOYS UK LIMITED
=======================================
UNDERLEASE
of
Unit A Stirling Court
South Marston Industrial Estate
Stirling Road South Marston Swindon
=======================================
Post Office
Legal Services
Impact House
2 Edridge Road
Croydon CR9 1PJ
Ref: C/11314/KJE/aly
4 August, 1999
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[SEAL]
THIS UNDERLEASE is made the 29th day of September, One thousand nine hundred
and ninety nine
B E T W E E N
(1) THE POST OFFICE whose principal office is at 148 Old Street, London
[ILLEGIBLE] EC1V 9HQ (hereinafter called "the Landlord") and
(2) eTOYS UK LIMITED whose registered office is situate at St. Victoria
Embankment London EC4Y 0DX (Registered in England Number [ILLEGIBLE])
(hereinafter called "the Tenant")
N O W T H I S D E E D W I T N E S S E T H as follows
1 DEFINITIONS AND INTERPRETATION
In this Deed:
1.1 "The Term" means the period commencing on the Third day of
August 1999 and expiring on the 27th day of September 2008
1.2 "the Rent" means the additional rents secondly and thirdly
reserved by Clause 2 hereof Together With:
1.2.1 For the period commencing on the Rent Commencement
Date and ending on the 28th day of September 2003
a rent of One Hundred and Twelve Thousand pounds
(L112,000) per annum
1.2.2 Thereafter the yearly rent shall be the greater of
the sum referred to in Clause 1.2.1 and such amount
as may be agreed between the Landlord and the
Superior Landlord as being the revised rent with
effect from 29th September 2003 for the Premises
under the terms of the Superior Lease
1.3 "the Rent Commencement Date" shall be the Fourth day of
August, 1999
1.4 "the Premises" means the land and buildings at Unit A Stirling
Court South Marston Industrial Estate Stirling Road South
Marston Swindon as the same is more particularly described in
Part I of the First
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Schedule to the Superior Lease and shown edged red on the plan
numbered 2 attached thereto
1.5 "the permitted use of the premises" means use for storage and
distribution in accordance with Class B8 of the Schedule to
the Town & Country Planning (Use Classes) Order 1987 together
with ancillary offices Provided that references to the Order
herein shall not include or be deemed to include references to
any amendment re-enactment or replacement of the Order and
accordingly Clause 1.12.1 hereof shall not apply to these
references to the Order
1.6 "The Superior Lease" means the Lease dated 19th December 1988
as varied by the Deeds referred to in the Third Schedule of
this Underlease and all documents supplemental thereto
1.7 "Superior Landlord" means Clerical Medical Investment Group
Limited or such other persons for the time being entitled to
the reversion immediately expectant upon the determination of
the term granted by the Superior Lease
1.8 "the Landlord" includes where the context so admits the person
or persons for the time being entitled to the reversion
immediately expectant on the determination of the Term
1.9 "The Tenant" includes the Tenant and the successors in title
and assigns of the Tenant
1.10 "the Quarter Days" means the 25th day of March the 24th day of
June the 29th day of September and the 25th day of December
in each year
1.11 "Qualifying Assignee" means an assignee being:
1.11.1 a statutory or public body or statutory undertaker
a public or local authority a government
department or ministry or a nationalised industry
or
1.11.2 a limited company incorporated in England and
Wales with annual profits before tax in the three
complete trading years immediately preceding the
date of application for licence to
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assign which in each year exceed an amount
representing the Rent payable under this
Underlease at the date of the application
multiplied by three as evidenced by a set of
properly audited accounts the latest set of which
has been published not earlier than eleven months
before the date of the application or
1.11.3 an organisation which is able to provide a surety
as a party to any proposed alienation of these
presents who fulfills one or more of the foregoing
criteria
1.12 And in this Underlease unless there be something in the
context inconsistent therewith:
1.12.1 Reference (whether general or specific) in this
Underlease to any Act of Parliament or Bye-Law
shall include every Act of Parliament or Bye-Law
for the time being in force amending and
modifying or replacing the same and all Orders
Directions and Regulations already made or issues
or hereafter to be made or issued thereunder
1.12.2 Words importing the masculine gender shall
include the feminine gender and the neuter and
vice versa and words importing the singular
number only shall include the plural number and
vice versa and words importing persons and all
references to persons shall include companies
corporations and firms and vice versa
1.12.3 If at any time two or more persons are included
in the expression "the Tenant" then covenants
entered into or implied herein by or on the part
of the Tenant shall be deemed to be and shall be
construed as covenants entered into by and
binding on such persons jointly and severally
2 DEMISE
In consideration of the Rent and covenants hereinafter reserved and
contained on the part of the Tenant to be paid performed and
observed the Landlord
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HEREBY DEMISES unto the Tenant ALL THAT the Premises TOGETHER with
the benefit of but subject to (as the case may be) the covenants
(except the covenant as to payment of the rents reserved by the
Superior Lease) exceptions reservations and provisos contained in
the Superior Lease TO HOLD the same unto the Tenant for the Term
YIELDING AND PAYING therefor clear of all deductions whatsoever
yearly and proportionately for any part of a year [FIRST] from the
Rent Commencement Date and thereafter until the end of the Term the
yearly rents specified in subclauses 1.2.1 and 1.2.2 (inclusive)
of Clause 1 hereof without any deduction by equal quarterly
payments in advance on the Quarter Days the first payment for the
period from the Rent Commencement Date to the next following
Quarter Day to be paid on the Rent Commencement Date SECONDLY by
way of additional rent and on demand the insurance costs and
service charges which the Landlord shall from time to time be
required to pay pursuant to the provisions of Clause 2(b) pages 8
and 9 of the Superior Lease and THIRDLY by way of additional rent
interest on a daily basis on all rents or any other sums due under
this Underlease which the Tenant shall fail to pay within seven
days of the due date such interest to be calculated at the
Prescribed Rate as defined by the Superior Lease from the date on
which the same were due until the date of payment without deduction
set off or counter-claim (except such as the Tenant may be required
by law to deduct notwithstanding any stipulation to the contrary)
and by means of a bankers standing order if so required by the
Landlord
3 TENANT'S COVENANTS
The Tenant to the intent that the obligations hereby created shall
continue throughout the Term hereby convenants with the Landlord as
follows:
3.1 At all times during the Term to pay the Rent at the times and
in the manner hereinbefore reserved
3.2 To observe and perform in favour of the Landlord the covenants
on the part of the tenant (except the covenant as to payment
of the rents
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reserved by Clause 1 of the Third Schedule to the Superior
Lease) and the conditions and provisos contained in the
Superior Lease and in the documents referred to by the Third
Schedule of this Underlease in all respects as if the same
were set out herein in extenso with such modifications only as
may be contained in the Tenant's additional covenants set out
in the First Schedule hereto
3.3 To observe and perform the said additional covenants on the
Tenant's part contained in the First Schedule hereto
3.4 To indemnify and keep indemnified the Landlord against any
liability (save in respect of any default by the Landlord in
observing its covenants hereinafter contained) whatsoever
including costs and expenses in any way relating to the
Tenant's use and occupation of the Premises or any breach of
the Tenant's covenants herein contained
4 LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant throughout the Term:
4.1 To perform and observe the covenant on its part contained in
the Superior Lease to pay the rents reserved by Clause 2
thereof and at all times to keep the Tenant indemnified
against any liability including costs and expenses in any way
relating to the same
4.2 That the Tenant paying the Rent hereby reserved and performing
and observing the covenants and stipulations herein contained
on the part of the Tenant to be performed and observed shall
peaceably hold and enjoy the Premises during the Term without
interruption or disturbance by the Landlord or any person
lawfully claiming under or in trust for the Landlord
4.3 Upon receiving notice from and at the expense of the Tenant to
take all reasonable steps to enforce the covenants on the part
of the Superior Landlord contained in the Superior Lease
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4.4 To take all reasonable steps to obtain the consent of the
Superior Landlord whenever the Tenant makes an application for
any consent required hereunder where the consent of both the
Landlord and the Superior Landlord is needed by virtue of this
Underlease and the Superior Lease in those cases where the
Landlord is willing to give its consent or where the Landlord's
refusal to give such consent is held by the Court to be
unreasonable
4.5 To notify the Tenant of any such notice served by the Superior
Landlord instituting a review of the rent in accordance with
the provisions of the Superior Lease and to keep the Tenant
informed at all times of the progress and outcome of all
negotiations in connection with such review.
5 PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED:
5.1 That the provisos for re-entry reduction of rent in the event
of damage by fire and other provisos and conditions contained
in the Superior Lease shall apply to this Underlease as if
they had been written in full herein.
5.2 Where the consent of the Landlord is required to any act
matter or thing under the terms of this Underlease the consent
of the Superior Landlord shall also be required whenever
requisite under the covenants and conditions of the Superior
Lease
5.3 Whenever necessary or appropriate under the covenants and
conditions of the Superior Lease or this Underlease where any
matter is to be carried out to the satisfaction or approval of
the Landlord it shall also be carried out to the satisfaction
of the Superior Landlord
5.4 Where any issue question or matter arising out of or under or
relating to the Superior Lease which affects or relates to the
provisions of this Underlease is to be determined as therein
provided it shall also be so
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determined under this Underlease and the determination of any
such issue question or matter pursuant to the provisions of
the Superior Lease shall be binding on the Tenant as well as
the Landlord for the purposes both of the Superior Lease and
this Underlease
5.5 All sums payable by the Tenant hereunder which may be subject
to Value Added Tax shall be considered to be tax exclusive
sums and the Value Added Tax at the appropriate rate for the
time being shall be payable by the Tenant in addition thereto
5.6 Notwithstanding the provisions of Clause 1.5 the Landlord does
not thereby make or give to the Tenant any representation or
warranty that the said use or any other use of the Premises or
any part thereof is or will be or become or remain a permitted
use within the provisions of current planning legislation and
the Tenant shall not be entitled to any relief or compensation
whatsoever in respect thereof
5.7 A notice by one party ("the sender") to another ("the
recipient") is duly served if in writing and either delivered
to the recipient or sent by registered or recorded delivery
post addressed to the recipient at his address as stated in
this deed or as from time to time notified to the sender in
writing provided that any notice to the Landlord while the
reversionary interest is vested in the Post Office shall be
addressed to Post Office Property Holdings at Impact House 2
Edridge Road Croydon Surrey CR9 1PJ or as from time to time
notified in writing to the Tenant
5.8
5.8.1 If either party shall have served on it a notice of
wants of repairs or schedule of dilapidation or a
notice under Section 146 or 147 of the Law Of Property
Act 1925 ("the Notice") it shall supply the other with
a copy of the Notice
5.8.2 The parties will seek to agree what works detailed in
the Notice are to be carried out by the Tenant pursuant
to the covenants on
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its part contained in this Lease and in the absence of
agreement either party shall be entitled to refer the
issue to an independent surveyor who shall act as an
expert for determination (the provisions of the Second
Schedule to the Superior Lease applying in respect of
the appointment duties and fees of the surveyor)
5.8.3 The Tenant hereby covenants to carry out those works
which fall within its obligations under this Lease as
detailed in paragraph 4 of the First Schedule hereof
necessary to comply with the Notice without undue delay
5.8.4 The Landlord hereby covenants to carry out those works
which do not fall within the Tenant's obligations under
this Lease necessary to comply with the Notice without
undue delay
6 MISCELLANEOUS PROVISIONS
6.1 If the Tenant wishes to determine this Underlease on either
the 1st day of February 2001 ("the First Break") or the 29th
day of September 2004 ("the Second Break") and shall give to
the Landlord not less than six months' prior notice in writing
and in the case of the Second Break shall give to the Landlord
not less than six months' prior notice in writing and provided
that the Tenant shall up to the time of such determination pay
the Rent AND REASONABLY PERFORM AND OBSERVE THE COVENANTS
CONTAINED IN THIS UNDERLEASE then upon expiry of such notice
the Term shall immediately cease and determine but without
prejudice to the respective rights of either party in respect
of any antecedent claim or breach of covenant
7 IT IS HEREBY CERTIFIED that there is no agreement for lease to
which this Underlease gives effect
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I N W I T N E S S whereof the Landlord has caused its Common Seal to be
hereunto affixed and the Tenant has duly executed this Deed which shall be
deemed to be delivered the day and year first before written
FIRST SCHEDULE
TENANT'S ADDITIONAL COVENANTS
1
1.1 Not to assign underlet or part with or share possession or
occupation of part only of the Premises and not to assign
underlet or part with or share possession or occupation of the
whole of the Premises except as may be permitted in accordance
with the provisions of paragraphs 1.3 1.4 1.5 1.6 and 1.7 of
this Schedule
1.2 Not to:
1.2.1 hold the whole or any part of the Premises on trust for
another
1.2.2 charge or mortgage either the whole of any part or
parts of the Premises
1.3 Not to assign the whole of the Premises without the prior
written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) provided that the Landlord
shall be entitled:
1.3.1 to withhold its consent in any of the circumstances
specified for the purposes of Section 19(1A) of the
Landlord and Tenant Act 1927 and set out in paragraph
1.5
1.3.2 to impose all or any of the conditions specified for
the purposes of Section 19(1A) of the Landlord and
Tenant Act of 1927 and set out in paragraph 1.6 as a
condition of its consent
1.4 The proviso to paragraph 1.3 shall operate without prejudice to
the right of the Landlord to withhold such consent on any other
ground or grounds where such withholding of consent would be
reasonable or to
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impose any further condition or conditions upon the grant of
consent where the imposition of such condition or conditions
would be reasonable
1.5 The circumstances referred to in paragraph 1.3.1 are as follows:
1.5.1 if any sums due are from the Tenant under this Underlease
have not been paid at the date of the application for
licence to assign
1.5.2 if the proposed assignee is not resident in a
jurisdiction where reciprocal enforcement of judgment
exists
1.5.3 if in the Landlord's reasonable opinion there are at
the date of the application for the licence to assign
any material outstanding breaches of any tenant
covenant under this Lease or any personal covenants
undertaken by the Tenant
1.5.4 If the proposed assignee is not a Qualifying Assignee
1.6 The conditions referred to in paragraph 1.3.2 are as follows:
1.6.1 the execution and delivery to the Landlord prior to the
proposed assignment of a deed of guarantee (being an
authorised guarantee agreement within Section 16 of the
Landlord and Tenant (Covenants) Act 1995) in the form
set out in the Second Schedule
1.6.2 if the Landlord shall reasonably so require (or if the
proposed assignee is a group company of the Tenant
within the meaning of Section 42 of the Landlord and
Tenant Act 1954) in the absolute discretion of the
Landlord the execution and delivery by one or more
third party guarantors reasonably acceptable to the
Landlord of a deed of guarantee containing a covenant
with the Landlord as a primary obligation in such terms
as the Landlord may reasonably require prior to the
completion of the purposed assignment
1.6.3 the written Licence to Assign contains a condition that
if at any time prior to the assignment the
circumstances (or any of them)
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specified in paragraph 1.5 arise the Landlord may
revoke the Licence by written notice to the Tenant
1.7
1.7.1 Not to underlet the whole of the Premises without the
prior written consent of the Landlord (such consent not
to be unreasonably withheld or delayed) nor without
procuring that:
1.7.1.1 prior to the grant of any underlease the
undertenant shall execute a deed containing
a direct covenant with the Landlord to perform
and observe the obligations of the undertenant
to be contained in the underlease and the
obligations of the Tenant under these presents
(other than the obligations to pay the rents
hereby reserved and except where inapplicable
to the premises underlet)
1.7.1.2 any undertenant shall (if the Landlord shall so
reasonably require) provide a surety or
sureties reasonably acceptable to the Landlord
to guarantee the due performance by the
undertenant of its obligations in the
underlease
1.7.1.3 each underlease shall be at a rent which shall:
1.7.1.3.1 be not less than the open market
rental value (without taking or giving
a fine or premium or other valuable
consideration) reasonably obtainable
for the premises underlet at the time
such underlease is granted and not
less than the Rent then payable
1.7.1.3.2 not to be commuted or be payable more
than one quarter in advance
1.7.1.4 each underlease shall contain covenants by the
undertenant:
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1.7.1.4.1 not to assign any part of the premises
underlet as distinct from the whole
1.7.1.4.2 not to sub-underlet or charge the whole
or any part of the premises underlet nor
(save by way of an assignment of the
whole thereof) part with the possession
or share the occupation of the whole or
any part of the premises underlet
1.7.1.4.3 not to assign any part of the premises
underlet with obtaining the prior
written consent of the Landlord (such
consent not to be unreasonably withheld
or delayed)
1.7.1.4.4 otherwise corresponding with the
obligations of the Tenant under this
Underlease (except the obligation to
pay the rents hereby reserved and
except where inapplicable to the
premises underlet)
1.7.1.4.5 an Order of the Court be obtained under
the provisions of Section 38(4) of the
1954 Act authorising the exclusion of
Sections 24-28 of the Landlord and
Tenant Act 1954 (as amended) in relation
to such underlease and that a certified
copy of such Order be supplied to the
Landlord
1.7.2 Not without the prior written consent of the
Landlord such consent not to be unreasonably
withheld or delayed to vary or waive the terms nor
accept any surrender of any underlease and to take
all steps necessary to enforce such terms
PROVIDED ALWAYS that nothing herein contained shall preclude
the Tenant from sharing occupation in accordance with the
provisions of paragraph 28(g) of the Third Schedule to the
Superior Lease
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2 The Tenant shall upon request from time to time provide within one month
all information which the Landlord may request under Section 40(1)(a) and
(b) of the Landlord and Tenant Act 1954
3 The Tenant shall within 28 days of any assignment or underletting of or
of any other devolution of the Lease or of any interest deriving from
the Lease give notice thereof to the Landlord's Solicitor and produce
for registration the original or a certified copy of the document
effecting or evidencing such devolution and pay such reasonable
registration fee as the Landlord's Solicitor may require being not less
than L20 (plus VAT) plus any registration fee payable to the
Superior Landlord pursuant to clause 29 of the Superior Lease
4 At all times during the Term to keep the Premises repaired and maintained
in accordance with the provisions of the Superior Lease Provided That the
Tenant shall not be obligated to keep or hand back the Premises in any
better state of repair or decorative condition than that evidenced by the
Schedule of Condition marked 'A' and signed on behalf of the parties hereto
and for the avoidance of doubt the Tenant shall not be required to
redecorate the exterior of the Premises in accordance with paragraph 6(a)
of the Third Schedule to the Superior Lease in the year 2000
5 The obligations contained in clause 2 (2) and 12 respectively of the
Licences for Alterations detailed in the Third Schedule shall not apply on
the determination of the Term pursuant to clause 6.1 of this underlease
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SECOND SCHEDULE
THIS GUARANTEE AGREEMENT is made the day of
199[ ]
BETWEEN
(1) [ ] (a company registered in England number
) whose registered office is at
("the Landlord")
(2) [ ] (a company registered in England number
) ("the Assignee")
W H E R E A S
(1) LEASE
By an Underlease ("the Lease") made the day of
between [ ] (1) and [
] (2) [ ]
("the Original Tenant") the premises known as [
] ("the Premises") were demised from a term of
[ ] years from the day
of ("the Term") subject to the payment of the rent[s] reserved by the
observance and performance of the covenants on the Tenant's part and the
conditions contained in the Lease
(2) DEVOLUTION OF TITLE
The reversion immediately expectant upon the determination of the Term
[remains or is now] vested in the Landlord and the unexpired residue of
the Term [remains or is now] vested in [the Original Tenant] or [ ]
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(3) AGREEMENT TO ENTER INTO GUARANTEE
The Assignor has agreed with the Landlord to enter into this guarantee
agreement as a condition of the Landlord's consent permitting the
assignment of the Lease to [ ] ("the Assignee")
NOW THIS DEED WITNESSES as follows:
1. In this Deed:
1.1 "the Landlord" includes the person in whom the reversion immediately
expectant on the determination of the Term is for the time being
vested
1.2 "the Lease" includes all or any deeds and documents supplemental to
the lease whether or not expressed to be so
1.3 "the Term" includes any continuation or extension of the Term and any
holding over whether by statute at common law or otherwise
1.4 "Commencement Date" means the date [of this deed or upon which the
residue of the Term became vested in the Assignee referred to in
recital (3) above]
1.5 if the Assignor is more than one person [its] obligations shall be the
joint and several obligations of such persons
1.6 words importing one gender import any other gender works importing the
singular import the plural and vice versa
2 THE ASSIGNOR'S COVENANTS
The Assignor covenants with the Landlord and without the need for any
express assignment with all [its] succesors in title such covenant to take
effect from the Commencement Date that:
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2.1 TO PAY AND PERFORM
The Assignee will punctually pay the rents and observe and perform
the covenants and other terms of the Lease and if at any time the
Assignee shall make any default in payment of the rents or in
observing or performing any of the covenants or other terms of the
Lease the Assignor will pay the rents and observe or perform the
covenants or terms in respect of which the Assignee shall be in
default and make good to the Landlord on demand and indemnify the
Landlord against all losses damages costs and expenses arising or
incurred by the Landlord as a result of such non-payment
non-performance or non-observance notwithstanding:
2.1.1 any time or indulgence granted by the Landlord to the Assignee
or any neglect or forbearance of the Landlord in enforcing the
payment of the rents or the observance or performance of the
covenants or other terms of the Lease or any refusal by the
Landlord to accept rents tendered by or on behalf of the
Assignee at a time when the Landlord was entitled (or would
after the service of a notice under the Law of Property Act
1925 Section 146 have been entitled) to re-enter the Property
2.1.2 that the terms of the Lease may have been varied by agreement
between the parties Provided that such variation is non
prejudicial
2.1.3 that the Assignee shall have surrendered part of the Property in
which event the liability of the Assignor under the Lease shall
continue in respect of the part of the Property not so
surrendered after making any necessary apportionments under the
Law of Property Act 1925 Section 140 and
2.1.4 any other act or thing by which but for this provision the
Assignor would have been released other than a variation of the
terms of the Lease agreed between the parties that is
prejudicial to the Assignor
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2.2 TO TAKE A LEASE FOLLOWING DISCLAIMER
In the event of the Assignee
2.2.1 being a company:
2.2.1.1 going into liquidation and the liquidator disclaiming the
Lease or
2.2.1.2 being dissolved and the Crown disclaiming the Lease or
2.2.1.3 ceasing for any reason to be registered with the
Registrar of Companies or
2.2.2 being an individual becoming bankrupt and the Trustee in
bankruptcy disclaiming the Lease
then if the Landlord so requires the Assignor will accept a new
underlease of the Premises for a term equal in duration to the residue
remaining unexpired of the Term at the time of the grant of a new
underlease to contain like tenant's and landlord's covenants
respectively and the like provisions and conditions in all respects as
are contained in the Lease and the rights and liabilities shall take
effect as from the date of such disclaimer forfeiture or cessation (as
the case may be) provided always that the Landlord within the period
of six months after such disclaimer or exercise of the right of
re-entry shall serve upon the Assignor notice in writing so to do and
subject to the consent of any superior landlord to the grant of the
new underlease being obtained prior to the grant thereof.
3 THE ASSIGNOR'S FURTHER COVENANTS
The Assignor further covenants with the Landlord to pay to the Landlord on
demand and to indemnify the Landlord against all reasonable costs charges
fees disbursements and expenses including those of professional advisers
and agents and including in each case VAT incurred by the Landlord in
connection with this guarantee agreement including without limitation those
arising from
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the obtaining of the consent or approval of or information from any other
person in connection with this guarantee agreement
4 CESSATION
This guarantee agreement ceases to have effect when the Assignee is
released from the tenant covenants of the Lease by virtue of Section 5 of
the Landlord and Tenant (Covenants) Act 1995 or with the consent of the
Landlord
I N W I T N E S S whereof the parties hereto have executed this guarantee
agreement as a deed the day and year first before written
EXECUTED as a Deed (but not )
delivered until the date hereof )
by affixing the Common Seal of )
Landlord in the presence of: )
EXECUTED as a Deed (but not )
delivered until the date hereof )
by affixing the Common Seal of )
[Assignor] in the presence of: )
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THIRD SCHEDULE
(ENCUMBRANCES)
19th December 1988 Service Charge Vickers Properties Limited (1)
Lease (Phase I) Superior Landlord (2)
6th July 1990 Licence for Alterations Superior Landlord (1)
Landlord (2)
January 1998 Licence for Alterations Superior Landlord (1)
Landlord (2)
THE COMMON SEAL of THE )
POST OFFICE affixed hereto )
is authenticated by: )
Stephen Charles Hill )
the signature of a person )
authorised by the Post Office )
to act for that purpose )
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