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DATED 15 March 2000
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COAL PENSION PROPERTIES LIMITED (1)
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eTOYS UK LIMITED (2)
LEASE
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UNIT A3 SOUTH MARSTON PARK SWINDON
Lovells
85 Holborn Viaduct
London EC1A 2DY
P1/AMC/MFS
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LEASE
[STAMP]
THIS LEASE is made 15 March
BETWEEN:
(1) COAL PENSION PROPERTIES LIMITED whose registered office is 33 Cavendish
London W1A 2NF (Company Registration Number 465783) (the "Landlord"
expression shall where the context so admits include its successors in
title); and
(2) ETOYS UK LIMITED (Registered Number 03726048) whose registered office
is at 50 Victoria Embankment Blackfriars London 5DX (the "Tenant").
THIS DEED WITNESSES:
1. TERMS AND RENT
In consideration of the rent and covenants hereinafter reserved and
contained the Landlord HEREBY GRANTS AND DEMISES unto the Tenant ALL
THAT piece or parcel of land situate at Unit A3 South Marston Park
Swindon all which sold land is more particularly delineated on the plan
annexed hereto and thereon edged with red (the "Plan") together with
the buildings erected thereon or on part thereof (the "demised
premises") TO HOLD the demised premises unto the Tenant from and
including the date hereof for a term expiring on 5 September 2000
TOGETHER with the easements and rights specified in Schedule I Part A
subject as therein mentioned EXCEPT AND RESERVED unto the Landlord and
all those authorised by it the rights and easements specified in
Schedule I Part B SUBJECT to the covenants and other matters contained
or referred to in the documents specified in Schedule II YIELDING AND
PAYING therefor unto the Landlord monthly during the said term FIRST
the rent of L10.150 payable in advance by equal monthly instalments on
the 15th of each month the first payment being due on 29 March 2000 for
the period from 29 March 2000 to and inclusive of 14 April 2000
SECONDLY such sum as the Landlord may from time to time expend pursuant
to its obligation to insure the demised premises in accordance with the
provisions of clause 3.2. Such rent being payable following expenditure
and within 10 working days of demand therefor by the Landlord THIRDLY
to pay on demand a fair proportion of the service charge charged to the
Landlord by the estate owner as defined by a Conveyance dated 31 March
1987 between (1) Vickers Properties Limited and (2) The Post Office
such proportion to be determined by the Landlord's surveyor (acting
properly and to be based upon a comparison of the total gross internal
areas that the demised premises bear to the total gross internal area
of all other lettable parts of the Landlord's estate (edged blue on the
Plan) whether or not let)
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2. TENANT'S COVENANTS
The Tenant HEREBY COVENANTS with the Landlord as follows:
2.1 TO PAY RENT
To pay the reserved rent in accordance with clause 1, whether or not
formally demanded.
2.2 TO PAY OUTGOINGS
To pay and discharge all existing and future rates, taxes and
outgoings now or at any time during the said term payable in respect of
the demised premises or any part thereof or by the owner or occupier.
2.3 VALUE ADDED TAX
(a) In addition to all rents, insurance costs, fees, disbursements,
expenses and other sums payable by the Tenant in accordance with
the terms of this lease from time to time hereunder to pay also
on demand any value added tax which may properly from time to
time be applicable thereto (and the Landlord shall provide a VAT
receipt after such payment and within 28 days of payment).
(b) To indemnify and keep indemnified the Landlord against any value
added tax paid or properly payable by the Landlord in respect of
any costs, fees, disbursements, expenses or other sums which the
Landlord is entitled to recover under the terms of this Lease.
2.4 TO COMPLY WITH STATUTE
(a) To comply in all respects with the provisions of every statute
now in force or which may hereafter be in force and any other
obligations imposed by law relating to the demised premises or
the user thereof and to execute all works and provide and maintain
all arrangements upon or in respect of the demised premises or the
user thereof which are directed or required (whether by the
Landlord, tenant or occupier) by any statute now in force or which
may hereafter be in force or by any competent authority and to
indemnify and keep indemnified the Landlord against all costs,
charges, fees and expenses of or incidental thereto.
(b) Not to do or omit to be done in or near the demised premises any
act or thing by reason of which the Landlord may incur or have
imposed on it or become liable to pay any penalty, damages,
compensation, costs, charges or expenses.
2.5 PLANNING ACTS
Not to make any application for planning permission in respect of the
demised premises.
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2.6 TO REPAIR
From time to time and at all times during the said term well and
substantially to repair, cleanse and decorate and to keep and maintain
in such state of repair, cleanliness and decoration the demised premises
and every part thereof and all additions and improvements thereto as
evidenced by the schedule of condition annexed.
2.7 TO YIELD UP
At the expiration or sooner determination of the said term quietly to
yield up unto the Landlord the demised premises in such repair,
cleanliness and decoration as is hereby provided together with all
fixtures and additions thereto and to remove all the Tenant's fixtures
and fittings from the demised premises.
2.8 TO PERMIT LANDLORD TO VIEW
To permit the Landlord and all persons authorised by the Landlord at
all reasonable times and upon at least 24 hours prior notice (save in
emergency) to enter upon the demised premises to view the condition
thereof and to give the Tenant notice in writing of any defects, decays
or wants of reparation to the demised premises or other works or acts
for which the Tenant shall be liable hereunder and which the Tenant
shall remedy within 28 days of the date of receipt by the Tenant of
such notice in writing.
2.9 USE
Not to use the demised premises or any part thereof other than for the
purpose of warehousing and packaging toys within Class 88 of the Town
and Country (Use Classes) Order 1987.
2.10 ALTERATIONS
(a) Not to alter, cut, maim, injure or disturb in any way the
interior or exterior structure of the demised premises or any part
thereof.
(b) Not to carry out non-structural alterations without the prior
written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) and subject to the Tenant
providing the Landlord with copies of all relevant drawings and
specifications provided always that the Tenant shall be permitted
to erect demountable partitioning without the need to obtain
consent and shall remove the same at the expiry of the term and
make good all damage caused to the Landlord's reasonable
satisfaction.
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2.11 ALIENATION
Not to assign, underlet, part with possession or share occupation of or
charge by way of mortgage the whole or any part of the demised premises.
2.12 NOT TO INVALIDATE OR INCREASE COST OF INSURANCE
(a) Not to do or permit or suffer any act or thing which may make
void or voidable any policy of insurance on the demised premises.
(b) Not to do or omit to do or permit or suffer to be done or omitted
anything which may render any increased or extra premium payable
for the insurance of the demised premises or any adjoining demised
premises and to pay all sums paid by way of increased premiums and
all expense properly incurred by the Landlord in connection with
any renewal of any policy rendered necessary by a breach of this
clause 2.13.
2.13 TO INDEMNIFY LANDLORD
To indemnify and keep the Landlord indemnified from and against all
actions, proceedings, costs, claims and demands by third parties in
respect of any damage or liability caused by or arising from the state
or condition of the demised premises or their use or occupation by the
Tenant or the Tenant's servants agents or invitees.
2.14 MATTERS TO WHICH THE DEMISE IS SUBJECT
To observe and perform the covenants and matters contained or referred
to in the documents specified in Schedule II and not do or permit to be
done anything which would be a breach of the tenant's covenants
contained in a Lease dated 10 February 2000 between (1) The Post Office
and (2) the Landlord (the "Headlease") and to indemnify the Landlord
against all proceedings, costs, claims and expenses whatsoever arising
from any breach or non-performance or non-observance thereof.
2.15 INTEREST
If any sum payable to the Landlord under the terms hereof shall not be
paid on or before the due date to pay interest thereon at the rate of
three per centum per annum above the base rate for the time being of
Lloyds TSB Bank PLC (or if the same shall cease to be published any
comparable rate replacing the same) from and including the due date
until and including the date of actual payment of the whole sum payable.
2.16 TO PAY LANDLORD'S COSTS
To pay the Landlord's costs (properly incurred) incidental to the
preparation and completion of the granting of any consent under this
Lease.
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3. LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant;
3.1 QUIET ENJOYMENT
That the Tenant performing and observing the several covenants on its
part and the conditions herein contained shall peaceably hold and enjoy
the demised premises during the said term without any interruption by
the Landlord or any person rightfully claiming under or in trust for the
Landlord.
3.2 TO INSURE
To effect and maintain at all times throughout the term in a well
established insurance office an insurance of the demised premises
against loss or damage by fire, explosion, storm or tempest (including
lightning), flood, burst pipes, impact and (in peacetime) aircraft and
any articles dropped therefrom, civil commotion, malicious damage and
such other risks against which the Landlord may from time to time
reasonably deem it necessary to insure in the full reinstatement value
thereof subject to such exclusions, excesses and limitations as may be
imposed by the insurers.
3.3 HEADLEASE
To comply with the covenants on the part of the lessee in the Headlease.
4. PROVISOS
PROVISO FOR FORFEITURE
Without prejudice to any other provisions contained in this Lease:
4.1 if the reserved rents are unpaid for 21 days after becoming payable
(whether formally demanded or not); or
4.2 if the Tenant is in breach of any of the Tenant's obligations in this
Lease; or
4.3 if the Tenant or any guarantor of the Tenant's obligations:
(a) (being a company or if in partnership) enters into voluntary
liquidation (other than for the purpose of reconstruction or
amalgamation not involving a realisation of assets) or has a
winding up order made against it by the Court or has a receiver
appointed over all or any part of its assets or an administration
order is made pursuant to the Insolvency Act 1986 or the Insolvent
Partnerships Order 1984; or
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(b) (being one or more individuals whether or not in partnership
together) any one of them petitions the court for his own
bankruptcy or has a bankruptcy order made against him; or
(c) becomes insolvent or enters into any composition with its or his
creditors or enters into a voluntary arrangement (within the
meaning of as 1 or 253 Insolvency Act 1986 or the Insolvent
Partnerships Order 1994;
then the Landlord may at any time re-enter the demised premises and
immediately this Lease shall terminate absolutely but without prejudice
to any rights of the Landlord in respect of any breach of any of the
obligations on the Tenant's part in this Lease.
5. NOTICES
Any notice to be served hereunder shall be validly served and
conclusively deemed to have been delivered if served in accordance with
a 196 Law of Property Act 1925.
6. VALUE ADDED TAX
All sums payable by the Tenant hereunder which are from time to time
subject to value added tax shall be considered to be tax exclusive sums
and value added tax at the appropriate rate shall if properly payable
be payable by the Tenant in addition thereto.
7. OPTIONS TO DETERMINE
7.1 If any destruction or damage shall render the demised premises wholly
or substantially unfit for use or occupation then either party may
immediately determine this Lease by giving notice in writing to the
other and immediately upon receipt of such notice this present demise
and everything herein contained shall cease.
7.2 Any determination of this Lease under this clause shall be without
prejudice to the rights and remedies of either party against the other
in respect of any antecedent claim or breach of covenant.
8. OPERATION OF THIS DEED
8.1 This document shall be treated as having been executed and delivered as
a deed only upon being dated.
8.2 No person other than the contracting parties may enforce any provision
of this deed by virtue of the Contracts (Rights of Third Parties) Act
1999.
9. NO PRECEDING AGREEMENT FOR LEASE
It is hereby certified that there is no Agreement for Lease to which
this Lease gives effect.
IN WITNESS WHEREOF this deed has been duly executed and delivered the day and
year first before written.
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SCHEDULE I
PART A
EASEMENTS AND RIGHTS GRANTED
The following rights are granted by the Landlord to the Tenant:
1. a right of way at all times for vehicular and pedestrian purposes over
and along the road shown coloured blue on the Plan subject to any
reasonable regulations imposed by the Landlord (including but without
prejudice to the generality of the foregoing the introduction of one way
systems which have first been agreed where necessary with the local
highway authority);
2. the right to pass and repass to and from the demised premises at all
times with or without vehicles through the common parts of the
Landlord's Estate;
3. the right to connect into use repair and replace the service media
forming part of the Landlord's Estate at the date of this deed which
serve, but do not exclusively form part of the demised premises with all
due diligence and speed and without causing a nuisance or disturbance to
other tenants or occupiers in positions approved by the Landlord the
Tenant forthwith making good any damage so caused to the Landlord's
reasonable satisfaction;
4. the right to load and unload commercial vehicles only and to park up to
four private motor cars within the area shown coloured brown on the Plan;
5. the right of support and protection from the adjoining building to the
extent existing at the date of this deed;
6. the right to receive a supply of electricity through and by means of the
mains supply in the Landlord's Estate and the right to install and
maintain a check meter for such purpose.
PART B
GENERAL EXCEPTIONS AND RESERVATIONS
The following rights are reserved from this Lease to the Landlord:
1. the right to build, or carry out works, on any adjoining or nearby
property, but not in such a way as materially lessens the access or
light or air to the demised premises or causes damage to the demised
premises;
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2. the right to build into any of the boundary walls, foundations or roots
of the demised premises:
3. the right of support and protection from the Demised premises for any
buildings standing on adjoining property at the date of this deed or
constructed there during the perpetuity period:
4. the right to:
(a) inspect, connect into, repair, replace and use any service media
on under or over the demised premises but which do not form part
of the demised premises;
(b) construct service media within the perpetuity period on, over or
under unbuilt upon parts of the demised premises;
5. the right to enter the demised premises:
(a) to exercise any other right reserved and regranted to the
Landlord by this Lease;
(b) to view the state and condition of the demised premises, to
measure and undertake surveys of the demised premises and to
prepare schedules of condition or of dilapidations at the demised
premises;
(c) to determine whether the Tenant is complying with its obligations
in this Lease;
(d) in connection with any requirements of the Insurers of the
demised premises;
the Landlord exercising such right causing as little inconvenience to
the Tenant as reasonably practicable and making good any damage caused
to the demised premises as soon as reasonably practicable to the
Tenant's reasonable satisfaction.
6. the rights reserved by this Lease are reserved to the Landlord and any
mortgages, and may be exercised by anyone authorised by the Landlord.
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SCHEDULE II
DOCUMENTS CONTAINING MATTERS TO WHICH THE DEMISE IS SUBJECT
Conveyance dated 31 March 1987 between (1) Vickers Properties Limited and
(2) The Post Office.
All entries in the register of Title Number WT184048 so far as they affect
the demised premises.
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EXECUTED as a deed by the affixing )
of the Common Seal of Coal Pension )
Properties Limited in the presence of; )
[SEAL]
/s/ [ILLEGIBLE]
Director
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Authorised Sealing Officer
