<PAGE>
FRIENDS' PROVIDENT LIFE OFFICE
- to -
INTERNET CAPITAL GROUP (EUROPE) LIMITED
LEASE
- of -
First floor office premises and Apartment 2 on the sixth floor at
Cassini House 57/58 St. James' Street
London SW1
WP Ref: DG442
FRIENDS' PROVIDENT LIFE OFFICE
LEGAL DEPARTMENT
PIXHAM END
DORKING
SURREY RH4 1QA
TELEPHONE: 01306-654904
<PAGE>
H M LAND REGISTRY
LAND REGISTRATION ACTS 1925 TO 1986
LEASE OF PART
<TABLE>
<S> <C>
London Borough : City of Westminster
Landlord's Title Number : LN 26420 LN 27480 and 282196
Premises : Cassini House 57/58 St James' Street London SW1
Premises demised by this Lease : First Floor Offices and Apartment 2 on the Sixth
Floor Cassini House 57/58 St James's Street London SW1
Date : 24th March, 2000
1. Particulars
-----------
Landlord FRIENDS PROVIDENT LIFE OFFICE whose principal office
-------- whose is at Pixham End Dorking Surrey RH4 1QA
Tenant INTERNET CAPITAL GROUP (EUROPE) LIMITED registered in
------ England under number 3797329) whose registered office
is at First Floor Cassini House 57/58 St James's
Street London SW1A 1LD
Permitted Use high quality offices as to the Offices and
------------- residential or uses ancillary to the Offices as to
the Apartment
Premises Firstly the offices on the first floor of the
-------- Building shown for the purpose of identification only
edged
</TABLE>
2
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<TABLE>
<S> <C>
red on Plan 1 and secondly Apartment 2 on the
sixth floor of the Building shown for the purpose of
identification only edged red on Plan 2
Rent (Pounds)474,157 (FOUR HUNDRED AND SEVENTY-FOUR
---- -----------------------------
THOUSAND ONE HUNDRED AND FIFTY SEVEN POUNDS) per year
-------------------------------------------
subject to review in accordance with the Third
Schedule
Rent Commencement Date the 15th May 2000
----------------------
Review Dates the 8 day of November 2004
------------
the 8 day of November 2009
the 8 day of November 20l4
and any reference to a Review Date shall be to the
relevant Review Date
Service Charge Commencement the 8 day of November 1999
---------------------------
Date
----
Term from and including the 8 November 1999 to and
---- including 24th December 2017
</TABLE>
3
<PAGE>
2. Definitions and Interpretation
------------------------------
In this Lease the terms defined in Clauses 1 and 2 hereof and in Part A of
the Second Schedule and in paragraph 1 of the Third Schedule have the
meanings specified therein unless something in the subject or context is
inconsistent therewith
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<S> <C>
"Accountant" any person or firm professionally qualified as a
----------- chartered accountant appointed by the Landlord
(including an employee of the Landlord or a Group
Company) to perform any of the functions of the
Accountant under this Lease
"Acts of Terrorism" has the meaning given by Section 2(2) of the
----------------- Reinsurance (Acts of Terrorism) Act 1993
"Apartment" that part of the Premises secondly described in the
--------- Particulars
"Approved" "Authorised" or refers to the previous approval authorisation or
------------------------- consent in writing on behalf of the Landlord
"Consent"
-------
"Building" the land and buildings now known as Cassini House,
-------- 57/58 St James's Street, London SW1 together with the
basement car park
"Car Park" the car park in the basement of the Building
--------
"Common Parts" any halls the atrium corridors landings pedestrian
------------ ways circulation areas staircases lifts hoists and
ramps forecourts paths open areas lightwells
lavatories provided from time to time for the benefit
</TABLE>
4
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<S> <C>
of persons using the Building or other premises or
amenities provided for the benefit of the occupiers
of the Building but excluding the Lettable Units
"Development" has the meaning given by Section 55 of the Town and
----------- Country Planning Act 1990
"Group Company" a company which is for the time being a subsidiary of
------------- the Tenant the holding company of the Tenant or which
is another subsidiary of the holding company of the
Tenant (in each case within the meaning of Section
736 of the Companies Act 1985) or which is an
associated company of the Tenant (meaning a company
of which one tenth or more of the equity share
capital (as defined by Section 744 of the Companies
Act 1985 as originally enacted) is beneficially owned
by the Tenant its holding company or any subsidiary
of the Tenant or its holding company or any
subsidiary of the associated company
"Insurance Rent" the sum: -
--------------
equal to a fair and reasonable proportion of the
gross premium paid by the Landlord in insuring the
Building pursuant to Clauses 6.1.1 and 6.2 and
insuring against employers liability and public
liability pursuant to Clause 6.1.2 and
equal to the whole of the gross premium paid by the
Landlord in insuring against loss of Rent and Service
</TABLE>
5
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<TABLE>
<S> <C>
Charge pursuant to Clause 6.1.3
"Insured Risks" fire lightning explosion aircraft or other aerial
------------- devices (including articles dropped therefrom) riot
civil commotion or disturbance strikes malicious
persons Acts of Terrorism earthquake lightning storm
tempest flood subsidence heave landslip bursting and
overflowing of water pipes tanks and other apparatus
and impact by road vehicles theft damage to buildings
glass accidental damage and engineering (to the
extent that insurance against such risks may
ordinarily be arranged with an insurer of good
repute) and such other risks as the Landlord may from
time to time in its absolute discretion think fit to
insure against
"Insurers" the insurance office or offices and/or the
-------- underwriters with which the insurance or insurances
for the time being effected under Clause 6.1 and 6.2
shall be effected
"Landlord" and "Tenant" wherever the context so admits includes the person
---------------------- for the time being entitled to the reversion
immediately expectant on the determination of the
Term and the Tenant's successors in title respectively
"Lettable Units" part or parts of the Building which are let or
-------------- constructed or adapted for letting from time to time
"Offices" that part of the Premises firstly described in the
------- Particulars
</TABLE>
6
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<TABLE>
<S> <C>
"party" or "parties" the Landlord and/or the Tenant but except where there
------------------- is an express indication to the contrary excludes the
Surety
"Pipes" all pipes sewers drains mains ducts vents conduits
----- chutes gutters watercourses wires tanks traps meters
cables channels flues and all other conducting media
and includes any fixings louvres cowls and other
ancillary apparatus
"Plan 1" the plan marked 1 annexed hereto
-------
"Plan 2" the plan marked 2 annexed hereto
-------
"Planning Acts" the "consolidating Acts" as defined in the Planning
------------- (Consequential Provisions) Act 1990 and any other
legislation relating to town and country planning in
force from time to time
"Plant" all electrical and mechanical and other apparatus
----- plant machinery equipment chattels fixtures and
fittings of ornament or utility including
specifically lifts hoists generators heating cooling
air-conditioning and ventilation equipment decorative
lighting and floodlighting systems cleaning and
maintenance equipment internal telephones and
computers sprinklers fire and smoke precaution
equipment fire and intruder alarm systems signs and
closed circuit television and all such other systems
and equipment whether the same now exist or are
provided in the future and whether or not they are of
</TABLE>
7
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<S> <C>
a wholly novel character
"Premises" the premises referred to in the Particulars above
-------- (excluding all parts of the structure of the
Building) including:
(a) the floor finishes down to the upper surface of
the floor slab
(b) any ceiling finishes or suspended ceilings up to
the lower surface of the ceiling slabs
(c) the inner half severed medially of those
internal non-load bearing walls and the plaster or
other coverings of those internal load bearing walls
that divide the Premises from the adjoining parts of
the Building or from the Retained Parts
(d) all internal and non-load bearing walls and
partitions lying within the Premises
(e) the doors and their frames
(f) all additions permitted alterations (whether or
not subject to reinstatement) and improvements
(g) all Landlord's fixtures and fittings and
fixtures of every kind which shall from time to time
be in or upon the Premises (whether originally fixed
or fastened to or upon the Premises or otherwise)
except any lessee's trade or other fixtures and
fittings installed by the Tenant
(h) all Pipes and Plant that are within and that
exclusively serve the Premises and
PROVIDED THAT:
-------------
(i) Any reference to the "Premises" includes in the
absence of any provision to the contrary a reference
to any part of the Premises but does not include any
part of the floor slabs or of the structural columns
or of the ceiling slabs
</TABLE>
8
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<TABLE>
<S> <C>
(ii) Any part of the Premises that faces on to any
of the Common Parts shall be regarded as an external
part of the Premises notwithstanding the fact that
such part of the Common Parts is covered in and
"exterior" "external" and other words to similar
effect shall be construed accordingly
"Quarter Days" 21st January 21st April 21st July and 21st October in
------------ each year or such other quarter days as the Landlord
may substitute from time to time on not less than
three month notice in writing to the Tenant
"Rents" Rent Service Charge Rent And Insurance Rent or any of
----- them as the context may admit
"Retained Parts" all parts of the Building which are not let or
-------------- constructed or adapted for letting from time to time
including specifically:
(a) the Common Parts
(b) office accommodation and staff rooms used by the
Landlord the Building manager and other staff
employed by the Landlord at the Building in
connection with the provision of services to the
Building
(c) a central control station for any security
system operating for the benefit of the Building
(d) storage premises within the Building used in
connection with the provision of services to the
Building
(e) such parts of the structure walls (including
party walls and structures) floors foundations
columns ceiling slabs and roofs of the Building and
such fences railings windows window frames floors
balconies and terraces and such Pipes and Plant of
and in the Building as are not included in the demise
of the Premises and are not included or intended to
be
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
included in any demise of any other units in or
parts of the Building and
"Service Charge Rent" (f) the Car Park
-------------------- a fair and reasonable proportion properly calculated
by the Surveyor (acting reasonably and
professionally) of the Annual Expenditure (as defined
in the Second Schedule hereto)
"Specifically" without prejudice to the generality of the above
-------------
"Statute" includes any regulations instruments permissions
------- directives or orders made under such statute and any
references to a specific statute include (unless
otherwise stated) any statutory extension or
modification amendment or re-enactment of and any
regulations or orders made under such statute
"Surveyor" any person or firm professionally qualified as a
-------- chartered surveyor appointed by or acting for the
Landlord (including any employee of the Landlord or a
Group Company) to perform any of the functions of the
Surveyor under this Lease
"Term" includes any period of holding-over or extension or
---- continuance of the Term whether by statute or common
law and references to the "last year of the Term" and
"expiration of the Term" include references to
determination of the Term otherwise than by effluxion
of time
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
"VAT" means Value Added Tax and/or any tax or levy of a
--- similar nature made in substitution for or in
addition to such tax
</TABLE>
2.1. Where the Landlord or the Tenant for the time being are two or more
persons any obligations expressed or implied to be made by or with such
party are deemed to be made by or with such persons jointly and
severally
2.2. Words importing one gender include all other genders and words importing
the singular include the plural and vice versa
2.3. Any covenant by the Tenant not to do an act or thing shall be deemed to
include an obligation not to permit or suffer such act or thing to be
done by another person
2.4. References in this Lease to any clause sub-clause or schedule without
further designation shall be construed as a reference to such clause sub
-clause or schedule to this Lease so numbered
2.5. The headings to clauses paragraphs and schedules do not form part of
this Lease and shall not be taken into account in its construction or
interpretation
2.6. Any interest or other payment or sum due or payable by the Tenant under
this Lease and unpaid shall be recoverable by the Landlord from the
Tenant as rent in arrear
3. Demise
------
The Landlord HEREBY DEMISES to the Tenant the Premises TOGETHER with the
-------------- --------
11
<PAGE>
rights and easements specified in Part A of the First Schedule BUT
---
EXCEPT AND RESERVING to the Landlord the rights specified in Part B of
--------------------
the First Schedule TO HOLD the Premises to the Tenant for the term
-------
specified in the Particulars SUBJECT to all such rights easements
-------
privileges restrictions covenants and stipulations of whatever nature
affecting the Premises as are referred to in Part C of the First
Schedule YIELDING AND PAYING to the Landlord:-
-------------------
3.1. Rent payable by equal quarterly payments in advance on the Quarter Days
and proportionately for any period of less than a year the first payment
of which shall be a proportionate sum for the period from and including
the Rent Commencement Date up to but excluding the Quarter Day next
after the Rent Commencement Date and
3.2. Insurance Rent payable in accordance with Clause 6 and
3.3. Service Charge Rent payable in accordance with the Second Schedule
3.4. VAT on any of the foregoing Rents if applicable thereto
4. The Tenant's Covenants
----------------------
The Tenant covenants with the Landlord:
4.1. Rent and other Payments
-----------------------
4.1.1. To pay the Rents and other payments and VAT thereon on the days and in
the manner set out in this Lease without any deduction by way of set off
or otherwise except as required by statute
12
<PAGE>
4.1.2. If so reasonably required by the Landlord to make such payments by
credit transfer
4.1.3. Interest on arrears
-------------------
If the Tenant shall fail to pay the Rent or VAT thereon on the due date
(whether formally demanded or not) or any other sum due under this Lease
within 14 days of demand the Tenant shall pay to the Landlord interest
at 4% per year above the base lending rate of Barclays Bank plc (or such
other bank being a member of the Committee of London and Scottish
Clearing Bankers as the Landlord may from time to time nominate in
writing) on such Rents VAT and any other sums from the date when they
were due to the date on which they are paid (such interest rate still to
apply after and notwithstanding any judgment of the Court)
4.2. Outgoings and VAT
-----------------
To pay reimburse and indemnify the Landlord against:-
4.2.1. All rates taxes assessments duties charges impositions and outgoings
which are Snow or during the Term shall be charged assessed or imposed
upon the Premises or upon the owner or occupier (or a proportionate part
of such payments paid or levied on the Premises together with other
premises or their owners or occupiers) of them excluding any payable by
the Landlord resulting from receipt of Rent (but including as payable by
the Tenant the VAT payable by the Tenant on such Rents in accordance
with its covenants in this Lease) or any dealing with or ownership of
any reversionary interest
13
<PAGE>
4.2.2. VAT chargeable in respect of any other payment made by or sum payable by
the Tenant under any of the terms of or in connection with this Lease or
in respect of any other payment made by the Landlord where the Landlord
is unable to recover the input tax where the Tenant agrees in this Lease
to reimburse the Landlord for such payment
4.3. Electricity gas water and other services consumed
-------------------------------------------------
To observe and comply with the requirements and regulations of the
relevant electricity telephone gas water and other statutory bodies and
authorities and to pay to the suppliers of (and indemnify the Landlord
against all charges for) electricity gas telephone water and other
services consumed or used at or in relation to the Premises (including
meter rents) and not to overload any electricity telephone gas or other
installation
4.4. Repair and cleaning
-------------------
4.4.1. To repair the Premises in accordance with good practice from time to
time and keep them in good and substantial repair damage caused by an
Insured Risk and/or by Acts of Terrorism (if the same shall not be an
insured risk) excepted (save to the extent that the insurance money is
irrecoverable in consequence of any act or default of the Tenant or
anyone at the Premises expressly or by implication with the Tenant's
authority) and to renew (by way of repair but not further or otherwise)
all parts of the Premises from time to time
14
<PAGE>
4.4.2. To replace in accordance with good practice from time to time the
Landlord's fixtures and fittings in the Premises which may be or become
beyond repair at any time during or at the expiration of the Term
4.4.3. To keep the Premises in a clean and tidy condition
4.5. Decoration
----------
As often as shall be necessary to maintain a high standard of decorative
finish but not less than once in every five years and in the last year
of the Term to decorate the Premises in a good and workmanlike manner
and with appropriate materials of good quality the tints and colours and
patterns of such decoration in the last year of the term to be approved
by the Landlord such approval not to be unreasonably withheld or delayed
4.6. Access of Landlord and notice to repair
---------------------------------------
4.6.1. To permit the Landlord subject to Clause 7.6
(a) to enter upon the Premises for the purpose of ascertaining
that the covenants and conditions of this Lease have been
observed and performed and generally for the purpose of
exercising the rights reserved in Paragraph 3 of Part B of
the First Schedule
(b) to view the state of repair decoration and condition of the
Premises and take schedules and inventories as necessary
15
<PAGE>
(c) to give to the Tenant a notice specifying any repairs
cleaning maintenance or decoration which the Tenant has
failed to execute in breach of the terms of this Lease and
to request the Tenant to execute the same
4.6.2. As soon as practicable following receipt of the same to repair cleanse
maintain and paint the Premises as properly required by such notice
4.6.3. If within two months of the service of such a notice (or such other
period specified in the notice as is reasonable) the Tenant shall not
have commenced and thereafter be proceeding diligently with the execution
of the work referred to in the notice or shall fail to complete the work
within four months or such shorter period as the Landlord's Surveyor
acting reasonably deems reasonable in light of the urgency and time
required to carry out such work to permit the Landlord to enter the
Premises to execute such work as may be necessary to comply with the
notice and to pay to the Landlord the proper cost incurred by the
Landlord of so doing and all proper expenses reasonably and properly
incurred by the Landlord in connection therewith (including legal costs
and surveyor's fees) within fourteen days of a written demand made of the
Tenant
4.6.4. At any time during the Term to permit persons (subject to Clause 7.6)
with the written authority of the Landlord or its agent to view the
Premises in connection with a sale of the reversionary interest or in
connection with the grant of a new lease of the Premises during the last
six months before expiration of the Term where this Lease is not subject
to renewal pursuant to Part II of the Landlord and Tenant Act 1954
16
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4.7. Alterations
-----------
4.7.1. Not without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to erect remove or alter any
partitioning within the Premises or make any other internal non-
structural alterations additions or improvement to the Premises except
in accordance with the plans and specifications thereof previously
submitted at the Tenant's expense in triplicate to and approved by the
Landlord in writing (such approval not to be unreasonably withheld or
delayed) and to indemnify the Landlord from and against any claim for
nuisance or annoyance caused to other tenants of the Building during the
execution of any such alterations or additions
4.7.2. Save as may be permitted pursuant to paragraph 4.7.1 not to make any
other alterations or additions to the Premises
4.7.3. At the end of the Term (if so reasonably required by the Landlord by
notice in writing given to the Tenant not less than six months prior to
the expiration of this Lease but not otherwise save to the extent that
the Tenant shall always retain the right to remove its trade or other
fixtures and fittings at the Premises) substantially to reinstate the
Premises to the same condition as they were in at the date of the grant
of this Lease such reinstatement to be carried out to the reasonable
satisfaction of the Landlord's Surveyor
4.7.4. Not to make connection with any Pipes or Plant serving the Premises
except in accordance with plans and specifications previously approved
by the Landlord and except with the prior consent of the competent
statutory authority or undertaker (if appropriate)
17
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4.8. Yield up
--------
At the expiration of the Term to yield up the Premises in repair and in
accordance with the terms of this Lease and to give up all keys of the
Premises to the Landlord or its Surveyor and remove all signs erected by
the Tenant in or upon the Premises (save any required by Statute) and to
make good any damage caused by such removal
4.9. Use
---
Not to use or suffer the Premises or any part thereof to be used
otherwise than for the Permitted Use
4.10. Signs and Advertisements
------------------------
Not to affix or display to or through any window thereof any placard
poster notice advertisement name or sign whatsoever PROVIDED THAT the
-------------
Landlord will at the request and proper cost of the Tenant exhibit or
permit the Tenant to exhibit the Tenant's name and business upon on or
near to the main entrance doorway of the Building upon the nameboard
provided and in such other reasonable places as the Landlord shall make
available in manner uniform with that in which the names and businesses
of the Landlord and other tenants of the Building are exhibited
4.11. Nuisance residential and user restrictions
------------------------------------------
4.11.1. Not to do nor allow to remain upon the Premises anything which may be or
become or cause a nuisance disturbance inconvenience injury or damage to
the Landlord or its other tenants of the Building or the owners or
occupiers of adjacent or neighbouring premises
18
<PAGE>
4.11.2. Not to use the Premises for a sale by auction or for any dangerous
noxious noisy or offensive trade business manufacture or occupation nor
for any illegal or immoral act or purpose or for the production sale
distribution hire or storage of pornographic material
4.11.3. Not to use the Premises for the sale of excisable or intoxicating
liquors or for the purpose of a club wherein alcoholic liquors are
supplied or consumed or for gambling or for the purpose of any betting
transaction within the meaning of the Betting Gaming and Lotteries Act
1963 with or between persons resorting to the Premises or for any
purpose connected with betting or gambling or football or other pools
4.11.4. Not to sleep at the Premises other than in the Apartment
4.11.5. Not to keep any animal fish reptile or bird anywhere on the Premises
4.11.6. Not to stand place deposit or expose outside any part of the Premises
any goods materials articles or things whatever for display or sale or
for any other purpose nor cause or permit the Retained Parts to become
obstructed or dirty PROVIDED THAT nothing in this Clause 4.11.6 shall
-------------
oblige the Tenant to take any action against other tenants or occupiers
of the Building or visitors to the Building
4.11.7. Not to discharge into any of the Pipes or Plant serving the Premises or
any other property any oil grease or other deleterious matter or any
substance which shall or is likely to become a source of danger or
injury to the drainage system of the Premises or the Building
19
<PAGE>
4.11.8. Not to install or use in or upon the Premises any machinery
or apparatus which causes noise or vibration which can be heard or felt
outside the Premises or which may cause damage to the Premises or the
Building PROVIDED THAT the installation and proper use of normal office
-------------
machinery shall not constitute a breach of this covenant
4.11.9. Not to play or use any musical instrument loudspeaker tape or compact
disc recorder gramophone radio television video or other equipment or
apparatus that produces sound in the Premises so as to be heard outside
the Premises if the Landlord shall in its absolute discretion consider
such sound to be undesirable and shall give written notice to the
Tenant to that effect
4.11.10. Not to display any flashing lights in the Premises that can be seen
from outside the Premises nor to display any other lighting arrangement
that can be seen from outside the Premises if the Landlord shall in its
reasonable discretion consider such lighting to be undesirable and
shall give written notice to the Tenant to that effect
4.11.11. Not to bring or permit to remain upon the Premises any safes machinery
goods or other articles which shall or may strain or damage the
Premises or the Building or any part of them and specifically not
without the Landlord's written consent to load any floor in excess of
its floor loading capacity and not to impose any point load which shall
exceed such loading
4.11.12. Not without the consent of the Landlord to suspend anything from the
underside of the ceiling slab of the Premises
20
<PAGE>
4.11.13. On any application by the Tenant for the Landlord's consent under
Clause 4.11.11 the Landlord may consult and obtain the advice of an
engineer or other person in relation to the loading proposed by the
Tenant and the Tenant shall repay to the Landlord within 14 days of
demand the reasonable and proper fees of such engineer or other person
4.12. Alienation
----------
4.12.1. Not to hold on trust for another or (save pursuant to a transaction
permitted by and effected in accordance with the provisions of this
Lease and except as provided in Clause 4.12.11) share or part with the
possession of the whole or any part of the Premises or permit another
to occupy the whole or any part of the Premises
4.12.2. Not to charge or assign part only of the Premises
4.12.3. Not to assign the whole of the Premises without the consent of the
Landlord (such consent not to be unreasonably withheld or delayed) who
shall be entitled (for the purposes of Section 19(A) of the Landlord
and Tenant Act 1927) to withhold its consent to an assignment:
(i) Unless the Tenant covenants by deed with the Landlord to
guarantee the performance by the assignee of all the
covenants on the part of the lessee and the conditions
contained in this Lease in the terms set out in the Fourth
Schedule (as if reference therein to `the Guarantor' Swere
reference to the Tenant) save that such guarantee shall not
extend to any liability restriction or other
21
<PAGE>
requirement arising after the assignee is released from its
covenants by virtue of the Landlord and Tenant (Covenants)
Act 199 5
(i) Unless any assignee of the whole of the Premises covenants
by deed with the Landlord to pay the Rents reserved by this
Lease and to observe and perform all the covenants on the
part of the tenant and the conditions contained in this
Lease during the Term until released by virtue of the
Landlord and Tenant (Covenants) Act 19995
(ii) Unless (where it is reasonable so to require) in addition to
the 5 guarantee provided by the Tenant pursuant to Clause
4.12.3(i) either a surety or sureties acceptable to the
Landlord (acting reasonably) act as sureties for the
assignee in order to covenant (jointly and severally if more
than one) with the Landlord that the assignee will pay the
rents reserved by this Lease and perform and observe the
covenants on the part of the tenant and the conditions
contained in this Lease and otherwise in the terms set out
in the Fourth Schedule hereto (as if reference therein to
`the Guarantor' were reference to such sureties) or such
other terms as the Landlord and the Tenant shall agree (both
acting reasonably) or a rent deposit is provided by the
assignee on terms and in an amount
22
<PAGE>
to be agreed between the Landlord and the Tenant (both
parties acting reasonably)
(iv) If at the date of request for consent to assignment the
Tenant is in arrears of the Rent or any other sums due
hereunder have been outstanding for more than 14 days
(v) If the Tenant fails to demonstrate to the reasonable
satisfaction of the Landlord (acting reasonably) that the
proposed assignee is responsible and respectable and will be
able to pay the Rents and meet the other outgoings and
liabilities arising under the Lease
(vi) If it is otherwise reasonable to do so
4.12.4. Not to underlet the whole of the Premises without the prior consent of
the Landlord such consent not to be unreasonably withheld or delayed
Provided that: -
(i) The rent to be reserved by the Tenant shall not be less than
the open market rental value for the underlet premises
without taking a fine or premium and
(ii) Any underlease shall contain:
(a) An absolute prohibition against charging or
assigning part of the Premises parting with
possession or sharing occupation of the Premises or
part thereof (save that the
23
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undertenant may share occupation with Group
Companies on the same terms as set out in clause
4.12.11) and
(b) A prohibition against sub-letting the whole or part
of the Premises unless such sub-underlease shall
comply with the requirements of this clause 4.12 and
shall take effect outside the security of tenure
provisions of the Landlord and Tenant Act 1954 Part
II and
(c) A covenant on the part of the undertenant to pay the
rents and other sums reserved by and observe and
perform the covenants on the lessee's part contained
in the underlease and not suffer or permit at or in
relation to the sub-let premises any act or thing
which would constitute a breach of such covenants or
conditions
(d) A covenant on the part of the undertenant not to do
omit suffer or permit at or in relation to the sub-
let premises any act or thing which would cause the
Tenant to be in a breach of or which if done omitted
suffered or permitted by the Tenant would constitute
a breach of the covenants on the lessee's part or
the conditions contained in this Lease
24
<PAGE>
(iii) Prior to entering into any Underlease the parties thereto
shall obtain and produce to the Landlord an order from the
Court authorising the exclusion of Sections 24 to 28
inclusive of the Landlord and Tenant Act 1954 in relation to
the Underletting and
(iv) Such exclusion provisions shall be duly contained in the
Underlease
4.12.5. Not to underlet the whole of the Offices without the prior consent of
the Landlord such consent not to be unreasonably withheld or delayed
Provided that:
(i) The rent to be reserved by the Tenant shall not be less than
the open market rental value for the underlet premises
without taking a fine or premium and
(ii) Any underlease shall contain:-
(a) An absolute prohibition against charging or assigning
part of the Offices parting with possession or sharing
occupation of the Offices or part thereof (save that
the undertenant may share occupation with Group
Companies on the same terms as set out in Clause
4.12.11) and
(b) A prohibition against sub-letting the whole or (subject
to clause 4.12.6) part of the Offices unless such sub-
underlease shall whilst permitting a sub underletting
25
<PAGE>
(subject to the provisions hereof) contain an absolute
prohibition on any more remote underletting of the
whole or part of the Offices tenure provisions of the
Landlord and Tenant Act 1954 Part II and
(c) A covenant on the part of the undertenant to pay the
rents and other sums reserved by and observe and
perform the covenants on the lessee's part contained in
the underlease and not suffer or permit at or in
relation to the sub-let premises any act or thing which
would constitute a breach of such covenants or
conditions
(d) A covenant on the part of the undertenant not to do
omit suffer or permit at or in relation to the sub-let
premises any act or thing which would cause the Tenant
to be in breach of or which if done omitted suffered or
permitted by the Tenant would constitute a breach of
the covenants on the lessee's part or the conditions
contained in this Lease
(iii) Prior to entering into any Underlease the parties thereto
shall obtain and produce to the Landlord an order from the
Court authorising the exclusion of Sections 24 to 28
inclusive of the Landlord and Tenant Act 1954 in relation to
the Underletting and
26
<PAGE>
(iv) Such exclusion provisions shall be duly contained in the
Underlease
4.12.6. Not to underlet part only of the Offices without the prior consent of
the Landlord such consent not to be unreasonably withheld or delayed
Provided that:
(i) Not more than two such underlettings shall be permitted to
exist at any one time
(ii) The Offices shall not at any time be in the occupation of
more than two persons as tenants or sub-tenants of whom the
Tenant (together with all permitted Group Companies) whilst
in occupation shall count as one
(iii) The rent to be reserved by the Tenant shall be not less than
the open market rental value for the underlet premises
without taking a fine or premium
(iv) Any underlease shall contain:-
(a) An absolute prohibition against charging assigning or
sub-underletting of part of the underlet premises
parting with possession or sharing occupation of the
underlet premises or part thereof (save that the
undertenant may share occupation with Group Companies
on the same terms as set out in Clause 4.12.11) or
(whilst permitting a sub-
27
<PAGE>
underletting of the whole of the underlet premises)
against any more remote underletting hereof
(b) covenant on the part of the undertenant to pay the
rents and other sums reserved by and observe and
perform the covenants on the lessee's part contained in
the underlease and not suffer or permit at or in
relation to the sub-let premises any act or thing which
would constitute a breach of such covenants or
conditions
(c) A covenant on the part of the undertenant not to do
omit suffer or permit at or in relation to the sub-let
premises any act or thing which would cause the Tenant
to be in breach of or which if done omitted suffered or
permitted by the Tenant would constitute a breach of
the covenants on the lessee's part of the conditions
contained in this Lease
(v) The term of any underlease shall not extend beyond the 29
September 2017
(vi) Prior to entering into any underlease the parties thereto
shall obtain and produce to the Landlord an order from the
court authorising the exclusion of Sections 24 to 28
inclusive of the Landlord and Tenant Act 1954 in relation to
then underletting and
28
<PAGE>
(Vii) Such exclusion provisions shall be duly contained in the
underlease
4.12.7.Not to underlet part of the Apartment nor without the prior consent of
the Landlord such consent not to be unreasonably withheld or delayed to
underlet the whole of the Apartment PROVIDED THAT any such underletting
-------------
of the whole of the Apartment shall be on terms that:
(i) The sub-letting shall not confer on the sub-tenant any
security of tenure
(ii) Save in the case of a service occupancy the rent to be
reserved by the Tenant shall not be less than the open
market rental value without taking a fine or premium
(iii) The term of any underlease shall not extend beyond 29th
September 2017
4.12.8 To incorporate or procure the incorporation in every permitted mediate or
immediate underlease of such provisions as are necessary to ensure that
any such underlease is as far as possible consistent with the provisions
of this Lease and save in the case of any underletting or sub-
underletting for a term of 5 years or less that the rent thereunder is
reviewed on the dates provided for review of rent hereunder (save where
different provisions are appropriate to an underleuing of part or to
changed legal circumstances or the rent thereunder is expressed to be an
appropriate proportion of the Rent hereunder
29
<PAGE>
from time to time) and that (subject to Clauses 4.12.4, 4.12.5 and
4.12.6 above) any further dealing with the premises thereby demised
shall be subject to the consent of the Landlord (such consent not to be
unreasonably withheld or delayed where the same is so prescribed in this
Lease)
4.12.9. Upon a review of the rent reserved by any such underlease to keep the
Landlord informed at all times of the progress of such review and to
obtain the approval of the Landlord (not to be unreasonably withheld or
delayed) to the amount of any reviewed rent (save where the same is
determined by any expert or arbitrator) and the identity of any expert
or arbitrator (save where appointed by the President as defined in
paragraph 1.5 of the Third Schedule) and to supply to the Landlord not
less than 10 days prior to the last date for the submission thereof a
copy of the form and any proposed submission to be made to any expert or
arbitrator and at the expense of the Tenant to submit to any expert or
arbitrator such representations as the Landlord shall reasonably require
PROVIDED THAT the Landlord shall bear the cost of preparing
-------------
any such representations as it supplies to the Tenant for submission to
the expert or arbitrator
4.12.10.Within twenty-eight days of any assignment underlease assignment of
underlease or charge or any transmission or other devolution of title
relating to the Premises or any part thereof to produce for registration
with the Landlord's solicitor a certified copy of the document and to
pay the Landlord's solicitor's reasonable charges for the registration
of such document such charges not being less than (Pounds)30 (Thirty
Pounds)
30
<PAGE>
4.12.11. Notwithstanding Clause 4.12.1 the Tenant may share the occupation of
the whole or any part of the Premises by license or other manner which
does not transfer or create a legal estate with one or more Group
Companies for so long as such companies shall remain Group Companies
provided that the Tenant shall give to the Landlord on written request
a statement of which Group Companies are in occupation of the Premises
from time to time
4.13. Plans documents and information
-------------------------------
If called upon to do so to produce to the Landlord or the Surveyor all
plans documents and other reasonable evidence as the Landlord may
reasonably require in order to satisfy itself that the provisions of
this Lease have been complied with
4.14. Landlord's costs
----------------
To reimburse and indemnify the Landlord in full against all reasonable
and proper costs fees charges disbursements and expenses (including
specifically those payable to counsel solicitors surveyors and
bailiffs) properly and reasonably incurred by the Landlord in relation
to or incidental to:
4.14.1. every application made by the Tenant for a consent or license required
by the provisions of this Lease whether such consent or license is
granted or refused or proffered subject to any qualification or
condition or whether the application is withdrawn but not in respect
of any application where consent or license is unlawfully refused or
granted subject to an unlawful condition
31
<PAGE>
4.14.2. the proper preparation and service of a notice under the Law of
Property Act 1925 Section 146 or incurred by or in reasonable
contemplation of proceedings under Sections 146 or 147 of that Act
notwithstanding that forfeiture is avoided otherwise than by relief
granted by the Court
4.14.3. the recovery or attempted recovery of arrears of rent or other sums
properly due from the Tenant and
4.14.4. any reasonable and proper steps taken in contemplation of or in
connection with the preparation and service of a schedule of
dilapidations during or within three months after the expiration of
the Term
4.15. Indemnities
-----------
To be responsible for and to keep the Landlord fully indemnified
against all losses damages actions proceedings costs expenses and
liability properly incurred by the Landlord arising directly or
indirectly out of any act omission or negligence of the Tenant or any
persons at the Premises expressly or impliedly with the Tenant's
authority or any breach or non-observance by the Tenant of the
covenants conditions or other provisions of this Lease or any of the
matters to which this demise is subject
4.16. Encroachment
------------
4.16.1. Not to stop up darken or obstruct any windows or light belonging to
the Premises
4.16.2. To take all reasonable steps at the Landlord's cost to prevent any new
window light opening doorway path passage pipe or other encroachment
or easement being made or
32
<PAGE>
acquired in against out of or upon the Premises and to notify the
Landlord as soon as reasonably practicable after becoming aware of the
same if any such encroachment or easement shall be made or acquired
(or attempted to be made or acquired) and at the request and cost of
the Landlord to adopt such means as shall reasonably be required to
prevent such encroachment or the acquisition of any such easement
4.17. The Planning Acts
-----------------
4.17.1. Not to commit in relation to the Premises any breach of planning
control (such term to be construed in the way in which it is used in
the Planning Acts)
4.17.2. Not without consent (which shall not be unreasonably withheld or
delayed) to apply for planning permission to carry out any development
in or upon the Premises or enter into an agreement with the planning
authority relating to the Premises and at the expense of the Tenant to
supply the Landlord with a copy of any application for planning
permission together with such plans and other documents as the
Landlord may reasonably require and to supply as soon as reasonably
practicable after receipt of the same by the Tenant to the Landlord a
full copy of any planning permission granted to the Tenant
4.17.3. To pay and satisfy any charge that may be imposed by the appropriate
authority upon any breach by the Tenant of planning control or
otherwise under the Planning Acts
4.17.4. Unless the Landlord shall otherwise direct to carry out and complete
before the expiry of the Term any works required to be carried out to
or in the Premises as a condition of any planning permission which may
have been granted on the application of and implemented
33
<PAGE>
by the Tenant or any subtenant or occupier during the Term
irrespective of the date by which such works were required to be
carried out
4.18. Statutory obligations
---------------------
4.18.1. At the Tenant's own expense to comply with the requirements of any
Statute from time to time in force or any government department local
authority or other public or competent authority or court of competent
jurisdiction regardless of whether such requirements are imposed on
the Landlord the Tenant or the occupier (save where such requirements
are made of the Landlord or another person specifically and cannot be
delegated) and specifically for that purpose to execute all works and
provide and maintain all arrangements that are required upon or in
respect of the Premises or the use to which the Premises are being put
4.18.2. Not to do in or near the Premises or the Building any act or thing by
reason of which the Landlord or any other person having a legitimate
interest in the Building may under any Statute incur have imposed upon
it or become liable to pay any penalty damages compensation costs
charges or expenses
4.19. Statutory notices etc
---------------------
To give full particulars to the Landlord of any notice direction order
or proposal for the Premises made given or issued to the Tenant by any
local or public authority (other than rate demands) within seven days
of receipt and if so required by the Landlord to produce it to the
Landlord and without delay to take all necessary steps to comply with
the notice
34
<PAGE>
direction or order and at the request of the Landlord and joint cost
of the Landlord and the Tenant to make or join with the Landlord in
making such objection or representation against or in respect of any
notice direction order or proposal as the Landlord shall reasonably
deem expedient unless the same shall be contrary to the interests of
the Tenant PROVIDED THAT the Tenant shall not be obliged to take any
-------------
action against any such matter instigated by or on behalf of the
Tenant
4.20. Defective premises
------------------
As soon as reasonably practicable after the Tenant becoming aware of
the same to give notice to the Landlord of any defect in the Premises
or the structure immediately surrounding the Premises which might give
rise to an obligation on the Landlord to do or refrain from doing any
act of thing in order to comply with the provisions of this Lease or
the duty of care imposed on the Landlord pursuant to the Defective
Premises Act 1972 or the Occupiers Liability Acts 1957 and 1984 or
otherwise 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 Premises
4.21. New Surety
----------
Within twenty-eight days of the death during the Term of any Surety or
of such person becoming bankrupt or having a receiving order made
against him or having a receiver appointed under the Mental Health Act
1983 or being a company passing a resolution to wind up or entering
into liquidation or having a receiver appointed to procure some other
person acceptable to the Landlord to execute a guarantee in respect of
the Tenant's
35
<PAGE>
obligations contained in this Lease in the form of the Surety's
covenants mutatis mutandis set out in the Fourth Schedule to this
Lease PROVIDED THAT the provisions of this clause shall not apply in
-------------
respect of any surety under an authorized guarantee agreement
4.22. Loading and unloading
---------------------
Not to convey any goods or materials to or from the Premises except
through the Common Parts in accordance with regulations made under
Clause 4.25 provided for the purpose
4.23. Security and fire alarms
------------------------
4.23.1. Subject to Clause 7.6 to permit the duly authorised employees and
agents of the Landlord and any security company responsible for
intruder or fire alarm and sprinkler systems in the Building to enter
the Premises at reasonable times and upon reasonable notice for the
purpose of servicing and maintaining the intruder fire alarm and
sprinkler systems in the Building (but not connections by the Tenant
thereto in accordance with 4.23.3(a) below) provided that the Landlord
or such security company shall cause as little disturbance as possible
Sand shall make good any damage to the Premises or to any furniture
fittings stock or equipment in the Premises caused by such entry
4.23.2. Subject to Clause 7.6 to permit the duly authorized employees and
agents of the Landlord and any security company to have such access to
the Premises as may be required in the event of an intruder or fire
alarm call
36
<PAGE>
4.23.3. Not to install or maintain in the Premises any equipment or apparatus
which:-
(a) is intended to be an extension of the intruder alarm or fire
alarm systems and to be connected to either such system
other than such apparatus or equipment as is compatible with
the equipment of such systems and that has been approved by
the Landlord (such approval not to be unreasonably withheld
or delayed) or
(b) which may adversely affect the performance of the intruder
or fire alarm systems
4.23.4. Not to make any connection to such systems without the consent of the
Landlord (such consent not to be unreasonably withheld or delayed)
4.24. Heating cooling and ventilation
-------------------------------
4.24.1. Not to do anything either by act or omission which adversely
interferes with the heating cooling air conditioning or ventilation of
the Common Parts or which imposes material additional load on or
imbalance in the heating cooling air conditioning or ventilation plant
and equipment
4.25. Regulations
-----------
To comply with all reasonable regulations consistent with the terms of
this Lease as may be made by the Landlord from time to time for the
proper management of the Building or the comfort and convenience of
its occupiers Sand notified to the Tenant in writing including
regulations as to the disposal of refuse and parking and as to the
Premises and
37
<PAGE>
the times during which any part of the Common Parts shall be closed
for repairing refurbishing servicing cleaning or redecorating or some
other reasonable purpose
5. The Landlord's Covenants
------------------------
The Landlord covenants with the Tenant:
5.1. Quiet Enjoyment
---------------
To permit the Tenant peaceably and quietly to hold and enjoy the
Premises without any interruption or disturbance from or by the
Landlord or any person claiming under or in trust for the Landlord or
by title paramount
5.2. Services
--------
To manage and administer the Building or procure the Building to be
managed and administered in a manner consistent with the principles of
good estate management and specifically to provide such of the
services referred to in Part C of the Second Schedule as shall or may
be appropriate for the time being (including such additional or
alternative services as are referred to in paragraph 14 of Part C of
the Second Schedule) AND to discharge such of the outgoings in respect
---
of the Building as are referred to in Part D of the Second Schedule
AND the Landlord may in its absolute discretion employ surveyors
---
accountants managers staff outside contractors and other persons
reasonably required for the purpose of providing such of the services
and facilities specified in Parts C and D of the Second Schedule as
the Landlord may from time to time reasonably determine PROVIDED THAT
-------------
the Landlord shall not be liable to the Tenant in respect of any
failure or interruption in any of the Services by reason of necessary
repair replacement
38
<PAGE>
maintenance of any installations or apparatus or their damage or
destruction or by reason of mechanical or other defect or breakdown or
frost or other inclement conditions or the occurrence of any of the
Insured Risks or shortage of fuel materials water or labour or any
other cause beyond the Landlord's reasonable control
5.3. Enforcement of Defects
----------------------
5.3.1. Where the Tenant's reasonable use and enjoyment of the Premises and
Building would otherwise be materially prejudiced or where the Service
Charge payable by the Tenant would otherwise be materially increased
the Landlord shall take all reasonable steps to enforce or procure the
enforcement of or seek compensation pursuant to the provisions
contained in the Landlord's building contract for the construction of
the Building and/or in the warranties benefiting the Landlord and
which relate to the construction of the Premises or Building for the
remedying of defects which arise in the first twelve years after the
date of completion of the Lease.
5.3.2. The Landlord need not take the steps to enforce its remedies referred
to in Clause 5.3.1 above:
(a) where the costs of the necessary repairs is or is reasonably
anticipated to be less than (Pounds)5,000; or
(b) if the Landlord has obtained a written opinion of counsel
(of at least ten years call), that any such enforcement
action as described in Clause 5.3.1 has no reasonable
prospect of success
39
<PAGE>
and in the latter case the Tenant shall be entitled to
copies of the written instructions to and the written
opinion of Counsel
5.3.3. The due proportion of all and any costs incurred by the Landlord in
remedying any such defect and of the reasonable and proper
professional fees properly incurred by the Landlord in pursuit of any
such enforcement action shall be recoverable from the Tenant via the
service charge provisions in the Lease
5.3.4. The Landlord shall diligently pursue any such enforcement action as
referred to above
5.3.5. All monies (including any award of costs) recovered by the Landlord
pursuant to any such enforcement action as referred to above shall be
credited to the service charge account within 14 days of receipt
6. Insurance
---------
6.1. Landlord to Insure
------------------
The Landlord covenants with the Tenant:-
6.1.1. to insure the Building in accordance with Clause 6.2 (unless such
insurance shall be vitiated by any act of the Tenant or by anyone at
the Premises expressly or by implication with the Tenant's authority)
6.1.2. to insure against any liability of the Landlord to third parties
arising out of or in connection with any matter involving or relating
to the Building including specifically public liability and the
Landlord's liability as employer and
40
<PAGE>
6.1.3. to insure against the loss of Rent and Service Charge and any VAT
thereon
6.1.4. not to cease cover in respect of any of the Insured Risks and
specifically terrorism without first notifying the Tenant in writing
6.2. Details of the Insurance
------------------------
Insurance shall be effected with such insurers of good repute and
through such agency as the Landlord may from time to time decide:
6.2.1. In respect of the insurance referred to in Clause 6.1.1 above for such
sum as the Landlord shall from time to time consider to be the full
cost of rebuilding and reinstating the Building including fees of
architects surveyors and other professional persons fees payable upon
any applications for Permissions (as hereinafter defined) the cost of
debris removal demolition site clearance any works that may be
required by any Statute and any other incidental expenses against
damage or destruction by the Insured Risks to the extent that such
insurance may ordinarily be arranged for properties such as the
Building and subject to such excesses exclusions or limitations as the
Insurers may require
6.2.2. in respect of the insurance referred to in Clause 6.1.2 above in such
amount and in such terms as the Landlord shall reasonably consider
appropriate
6.2.3. for the loss of Rent and Service Charge payable under this Lease from
time to time (having regard to any review of Rent which may become due
under this Lease) for three years or such longer period as the
Landlord acting reasonably may from time to time deem to be necessary
or (where such insurance includes this Lease and other leases) such
41
<PAGE>
proportion reasonably attributed to this Lease from time to time by
the Surveyor acting as an expert and not as an arbitrator
6.3. Payment of Insurance Rent
-------------------------
The Tenant shall pay the Insurance Rent on the date of this Lease for
the period from and including the Service Charge Commencement Date to
the day before the next policy renewal date and subsequently the
Tenant shall pay the Insurance Rent within fourteen days of demand and
(if so demanded not more than one month before such date) in advance
of the policy renewal date
6.4. Suspension of Rent Reinstatement and Termination
------------------------------------------------
6.4.1. If and whenever during the Term:
(a) the Premises or its essential accesses or services or any
necessary part of the Building or any part of them are
damaged or destroyed by any of the Insured Risks so that the
Premises or car parking spaces designated for the use of the
Tenant are unfit for occupation or use or inaccessible and
(b) save to the extent that payment of the insurance money is
refused in whole or in part by reason of any act or default
of the Tenant or anyone at the Premises expressly or by
implication with the Tenant's authority
(c) the provisions of Clauses 6.4.2 and 6.4.3 shall have effect
42
<PAGE>
6.4.2. When the circumstances contemplated in Clause 6.4.1 arise:-
(a) The Rent and Service Charge Rent or a fair proportion of the
Rent and Service Charge Rent according to the nature and the
extent of the damage sustained shall cease to be payable
until (subject to the Landlord giving the Tenant not less
than fourteen days notice of the projected completion of the
same) the date when the Premises or (as the case may be) its
essential accesses or services or any necessary part of the
Building shall have been rebuilt or reinstated so that the
Premises and or the car parking spaces are capable in the
reasonable opinion of the Landlord's Surveyor of being used
for the purpose for which they are used (the amount of such
proportion and the period during which the Rent and Service
Charge Rent shall cease to be payable to be determined in
default of agreement between the parties by an independent
surveyor acting as an expert and not as an arbitrator)
PROVIDED THAT on any occasion that the Rent and Service
-------------
Charge Rent are suspended in accordance with this clause 6.4
before the Rent Commencement Date (whether as originally
specified or as subsequently postponed by a previous
operation of this proviso) then the Rent Commencement Date
shall be postponed or (as the case may be) further postponed
by a period equal to the period of that rent suspension
43
<PAGE>
(b) the Landlord shall use all reasonable endeavours to obtain
as soon as reasonably practicable all planning permissions
or other permits and consents that may be required under the
Planning Acts or other statutes (if any) to enable the
Landlord to rebuild and reinstate (in this Clause 6.4 called
"Permissions")
(c) the Landlord shall refund to the Tenant the proportion of
the Rents paid by the Tenant in advance for the period from
and including the date of damage by the Insured Risk to but
excluding the next following Quarter Day
6.4.3. Subject to the provisions of Clauses 6.6.1 and 6.6.2 the Landlord
shall as soon as practicable after the Permissions have been obtained
or as soon as practicable where no Permissions are required apply all
money received in respect of such insurance (except sums in respect of
loss of Rent and Service Charge Rent) in rebuilding or reinstating the
Premises and its essential accesses and services (as the case may be)
making up any deficiency out of the Landlord's own money (and not for
the avoidance of doubt charging the whole or any part of any
deficiency to the Tenant by means of the Service Charge Rent)
6.5. Reinstatement following damage by uninsured Acts of Terrorism
------------------------------------------------------------
6.5.1. If and whenever during the Term the Premises or its essential accesses
or services or any necessary part of the Building or any part of them
are damaged or destroyed by Acts of
44
<PAGE>
Terrorism if the same shall not be an Insured Risk then the Landlord
may elect within the period of twelve months following the date of
such damage or destruction (the Election Period) by notice in writing
to the Tenant (the Election Notice) to reinstate the Premises and its
essential accesses and services and any necessary part of the Building
(as the case may be) so destroyed or damaged
6.5.2. If the Landlord shall have served the Election Notice in accordance
with Clause 6.5.1 the Landlord shall use all reasonable endeavours to
obtain as soon as reasonably practicable all planning permissions or
other permits and consents that may be required under the Planning
Acts or other statutes (if any) to enable the Landlord to rebuild and
reinstate (in this Clause 6.5 called Permissions)
6.5.3. Subject to the provision of clauses 6.6.1 and 6.6.2 the Landlord shall
as soon as reasonably practicable after the Permissions have been
obtained or as soon as practicable where no Permissions are required
rebuild or reinstate the Premises and its essential accesses and
services and any necessary part of the Building (as the case may be)
and shall indemnify the Tenant from and against all costs and expenses
in so doing
6.5.4. If the Landlord elects in writing to the Tenant within the Election
Period not to reinstate the Premises or its essential accesses or
services or any necessary part of the Building so damaged or destroyed
or shall not have served the Election Notice within the Election
Period then the Term will absolutely cease but without prejudice to
any rights or remedies that may have accrued to either party against
the other
45
<PAGE>
6.6.1. The Landlord shall not be liable to rebuild or reinstate the Premises or
the Retained Parts if and for so long as such rebuilding or
reinstatement is prevented by circumstances beyond the control of the
Landlord (which shall not include the financial circumstances of the
Landlord) nor shall the Landlord be obliged to rebuild a facsimile of
the same (although the Landlord shall rebuild accommodation providing
substantially comparable usable premises to those existing at the date
of the damage or destruction)
6.6.2. If upon the expiry of either the period in respect of which the Landlord
shall be compensated for loss of the Rent and Service Charge Rent by
insurance or (if the Landlord shall not be entitled to the proceeds of
any such insurance) three years works of rebuilding or reinstatement of
the Premises or its essential accesses or services or any necessary part
of the Building have not been completed so as to render the Premises and
car parking spaces fit for occupation and use either party may by notice
served at any time within six months of the expiry of such period invoke
the provisions of this clause and thereupon:-
(a) the Term will absolutely cease but without prejudice to any
rights or remedies that may have accrued to either party
against the other and
(b) all money received in respect of the insurance effected by
the Landlord pursuant to this clause shall belong to the
Landlord
46
<PAGE>
(c) the Landlord shall refund to the Tenant a proportion of the
Rents paid by the Tenant (if any) in respect of any period
after the termination of the Term in accordance with the
provisions of this clause
6.7. Tenant's insurance covenants
----------------------------
The Tenant covenants with the Landlord:-
6.7.1. To comply with all the requirements and recommendations of the insurers
6.7.2. Subject to receipt of a copy of the appropriate policy of insurance in
force from time to time not to do or omit anything that could cause
any policy of insurance on or in relation to the Premises to become
void or voidable wholly or in part nor (unless the Tenant shall have
previously notified the Landlord and have agreed to pay the increased
premium) anything by which additional insurance premiums may become
payable provided that the Tenant shall be deemed to have agreed to pay
any increased premium payable in respect of any change by the Tenant
in the use of the Premises
6.7.3. To keep the Premises supplied with such fire fighting equipment
sprinklers and alarm systems as the insurers and the fire authority may
require and to maintain such equipment to their satisfaction and in
efficient working order and compatible with the requirements of the
Building and as often as the insurers or fire authority shall require to
cause any sprinkler system and other fire fighting equipment and systems
to be inspected by a competent person
47
<PAGE>
6.7.4. Not to store or bring onto the Premises any article substance or liquid
of a specially combustible inflammable or explosive nature other than
normal office items and or cleaning materials which shall be stored and
used in accordance with the supplier or manufacturer's requirements and
to comply with the requirements and recommendations of the fire
authority and the requirements of the Landlord as to fire precautions
relating to the Premises
6.7.5. Not to obstruct the access to any fire equipment or means of escape from
the Premises nor to lock any fire door (other than by means of a lock
which may be broken in the event of an emergency)
6.7.6. To give notice to the Landlord as soon as reasonably practicable after
the happening of any of the Insured Risks or any event (including any
change of use of the Premises) which might affect any insurance policy
on or relating to the Premises or the Building
6.7.7. If at any time the Tenant shall be entitled to the benefit of any
insurance on the Premises (which is not effected or maintained in
pursuance of any obligation contained in this Lease) to apply all money
received by virtue of such insurance in making good the loss or damage
in respect of which such money shall have been received
6.7.8. To notify the Landlord of the reinstatement value of fixtures and
fittings (other than tenants or trade fittings) installed in the
Premises by the Tenant as soon as reasonably practicable after
installation and thereafter at least once in every year if requested by
the
48
<PAGE>
Landlord but so that the Landlord shall not be liable for any failure to
insure any such items unless notified in accordance with this Clause
6.7.8
6.8. Landlord's insurance covenants
------------------------------
The Landlord covenants with the Tenant in relation to the policy of
insurance effected by the Landlord pursuant to its obligations contained
in this Lease to produce to the Tenant on demand reasonable evidence of
the terms of the policy and the fact that the last premium has been paid
and to notify the Tenant of any material change in the risks covered by
the policy from time to time
6.9. Commission
----------
Any commission or agency fee paid or made to the Landlord in respect of
any insurances in respect of the Premises and/or the Building placed by
the Landlord and/or its managing agents may be retained by the Landlord
for its own account
7. Provisos
--------
7.1. Re-Entry
--------
If and whenever during the Term:-
7.1.1. the Rents (or any of them or any part of it) under this Lease are
outstanding for twenty-one days after becoming due whether formally
demanded or not or
7.1.2. the Insurance Rent or Service Charge (or either of them) are outstanding
for twenty-one days after denied or
49
<PAGE>
7.1.3. there is a breach by the Tenant of any covenant or other term of this
Lease or any document supplemental to this Lease or
7.1.4. an individual Tenant becomes bankrupt or
7.1.5. a company Tenant
(a) enters into liquidation whether compulsory or voluntary (but
not if he liquidation is for amalgamation or reconstruction
of a solvent company) or
(b) as a receiver or administrative receiver appointed or
7.1.6. the Tenant enters into an arrangement for the benefit of its creditors
the Landlord may re-enter the Premises (or any part of them in the name
of the whole) at any time and then the Term will absolutely cease but
without prejudice to any rights or remedies which may have accrued to
either party against the other in respect of any breach of covenant or
other term of this Lease (including the breach in respect of which the
re-entry is made)
7.2. Party walls
-----------
The internal non-load bearing walls which divide the Premises from the
adjoining premises in the Building and from the Retained Parts shall be
deemed to be party walls within the meaning of the Law of Property Act
1925 Section 38 and shall be maintained at the equally shared expense of
the Tenant and the other respective estate owners
50
<PAGE>
7.3. Covenants relating to adjoining premises
----------------------------------------
Nothing contained in or implied by this Lease shall give the Tenant the
benefit of or the right to enforce or to prevent the release or
modification of any covenant agreement or condition entered into by any
tenant of the Landlord in respect of any property not comprised in this
Lease
7.4. Rights Easements etc
--------------------
7.4.1. The operation of the Law of Property Act 1925 Section 62 shall be
excluded from this Lease and the only rights granted to the Tenant are
those expressly set out in this Lease and such further ancillary rights
that arise under the general law or by necessary implication and the
Tenant shall not by virtue of this Lease be deemed to have acquired or
be entitled to and the Tenant shall not during the Term acquire or
become entitled by any means whatever to any easement right privilege or
title from or over or affecting any other land or premises now or at any
time after the date of this Lease belonging to the Landlord and not
comprised in this Lease
7.4.2. Any rights excepted and reserved by the Landlord and those authorised by
it as set out in Part B of the First Schedule shall be exercised only to
the extent that they do not materially and adversely affect or interfere
with the Premises the business carried on there or the rights expressly
granted to the Tenant
7.5. Disputes with adjoining occupiers
---------------------------------
If any dispute arises between the Tenant and the tenants or occupiers of
other parts of the
51
<PAGE>
Building as to any easement right privilege or title in connection with
the use of the Premises and any other part of the Building or as to the
boundary structures separating the Premises from any other property it
shall be decided by the Surveyor acting as an expert and not as an
arbitrator
7.6. Entry
-----
Any entry upon the Premises by the Landlord or by any person authorised
under this Lease to enter and/or in connection with the rights referred
to in Part B of the First Schedule shall be at reasonable times and upon
reasonable notice and subject to the proviso that the Landlord shall
make good all physical damage caused to the Premises and any Tenant's
fixtures and fittings and effects in the exercise of any such right but
shall not be responsible for any loss of trade or other consequential
loss resulting or alleged to result from the proper exercise of such
right of entry and the Tenant shall have the right to require that the
Landlord or such other authorised person shall at all times be
accompanied by a representative of the Tenant
7.7. Accidents
---------
The Landlord shall not be responsible to the Tenant or to anyone at the
Premises or the Building expressly or by implication with the Tenant's
authority for any accident happening or injury suffered or for any
damage to or loss of any chattel sustained in the Premises unless as a
result of any willful or negligent act or omission of the Landlord its
servants or agents
52
<PAGE>
7.8. Perpetuity period
-----------------
The perpetuity period applicable to this Lease shall be eighty years
from the commencement of the Term
7.9. Exclusion of use warranty
-------------------------
Nothing in this Lease or in any consent granted by the Landlord under
this Lease shall imply or warrant that the Premises may lawfully be used
under the Planning Acts for the purpose authorised in this Lease (or any
purpose subsequently authorised)
7.10. Change in Base Rate
-------------------
Should the base rate referred to in Clause 4.1.3 cease to exist or be
published then for the purpose of construing this Lease any reference to
base rate shall be to such rate of interest as is most closely
comparable with such base rate and to be agreed by the parties or (in
case of dispute) determined by an independent Surveyor acting as an
expert and not as an arbitrator
7.11. After Vacation
--------------
If more than ten working days after the Tenant has vacated the Premises
on the expiry of the Term any property of the Tenant remains in or on
the Premises
7.11.1. the Landlord may as the agent of the Tenant sell such property and the
Tenant will indemnify the Landlord against any liability incurred by it
to any third party whose property shall have been sold by the Landlord
in the mistaken belief held in good faith
53
<PAGE>
(which shall be presumed unless the contrary be proved) that such
property belonged to the Tenant
7.11.2. the Landlord shall be entitled to deduct out of the proceeds of such
sale all amounts of Rent Insurance Rent and Service Charge Rent due from
the Tenant under the terms of this Lease including sums payable under
paragraph 3 of the Fourth Schedule all the amount of dilapidations and
professional fees in connection therewith the costs of storage and sale
reasonably incurred
7.12. Service of Notices
------------------
The provisions of the Law of Property Act 1925 Section 196 as amended by
the Recorded Delivery Service Act 1962 shall apply to the giving and
service of all notices and documents under or in connection with this
Lease except that any notice or document shall also be sufficiently
served if sent by telex telephonic facsimile transmission or any other
means of electronic transmission to the party to be served (including
the Surety if any) and service by such means shall be deemed to be
effected on the day of transmission if transmitted before 4.00 p.m. on a
working day but otherwise on the next following working day
IT IS HEREBY CERTIFIED that there is no Agreement for Lease to w
----------------------
this Lease gives effect
IN WITNESS whereof the parties have executed this document as a
----------
deed the day and year first above written
54
<PAGE>
FIRST SCHEDULE
--------------
PART A
---- -
Rights granted
--------------
1. Common Parts
------------
The right for the Tenant its invitees and customers on a 24 hour per day
365 day per year basis (in common with the Landlord and all other
persons having a like right) to use the Common Parts and the Car Park or
such part or parts thereof and facilities therein as may be designated
or reasonably necessary for the use of the Premises and the exercise of
the right referred to in paragraph 4 of this Part A of the First
Schedule in each case for all proper purposes in connection with the use
and enjoyment of the Premises subject to such reasonable rules and
regulations relating to the use thereof as the Landlord may prescribe
from time to time (but which shall not conflict with such right)
2. Pipes and Plant
---------------
The right for the Tenant (in common with the Landlord and all other
persons having a like right) to the free passage and running (subject to
temporary interruption for repair alteration or replacement or due to
the occurrence of any of the Insured Risks) of water sewage gas
electricity air telephone and other services or supplies to and from the
Premises in and through the Pipes and Plant that now serve the Premises
presently laid or laid during the Term in or under or over other parts
of the Building
3. Support
-------
The right of support protection and shelter for the benefit of the
Premises as is now or may during the Term be enjoyed from all other
parts of the Building
55
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4. CarPark
-------
The right to park private motor vehicles in the two car park spaces in
the Car Park allocated from time to time by the Landlord to the Tenant
5. Signage
-------
The right to display at the entrance to the Building and in the Common
Parts at the entrance to the Premises in a position approved by the
Landlord signs showing the name and business of any or every permitted
occupier of the Premises or any part thereof such signs to be in a style
to be approved by the Landlord (such approval not to be unreasonably
withheld or delayed)
56
<PAGE>
PART B
---- -
Rights reserved
---------------
1. Use of Pipes and Plant
----------------------
The right to the free and uninterrupted passage and running of water
sewage gas electricity air telephone and other services or supplies from
and to other parts of the Building in and through the Pipes and Plant
which now are or may during the Term be in on under or over the Premises
2. Construction of Pipes and Plant
-------------------------------
The right to construct install and maintain in on under or over the
Premises at any time during the Term whether in their existing positions
or not any Pipes and Plant for the benefit of any other part of the
Building PROVIDED THAT the Landlord shall not construct or install any
-------------
such Pipes or Plant if it is not reasonably possible to construct or
install the same in the Common Parts or the Retained Parts
3. Access
------
3.1. The right to enter such parts of the Premises as may be necessary and
for such periods only as may be reasonably necessary (but subject to
Clause 7.6):-
3.1.1. to carry out work or do anything whatever comprised within the
Landlord's obligations in this Lease and to exercise properly and
reasonably any of the rights granted to the Landlord by this Lease
3.1.2. to view the state and condition of and repair and maintain the
Building where such viewing or work would not otherwise be reasonably
practicable
57
<PAGE>
3.1.3. to inspect cleanse connect to repair remove replace with others alter or
execute any necessary or reasonably desirable works to or in connection
with the Pipes Plant easements or services referred to in this Schedule
3.1.4. to investigate any intruder or fire alarm call at the Premises or which
the Landlord reasonably believes relate to the Premises and generally in
the interests of the security of the Building PROVIDED THAT the Landlord
-------------
shall make good all damage caused by such entry
3.2. The right with the Surveyor and any person acting as the third party
determining the Rent in default of agreement between the parties under
the provisions for rent review contained in this Lease at hours
convenient to the Tenant (acting reasonably) and to enter and to inspect
and measure the Premises for all purposes connected with such rent
review or any renewal of this Lease under the Landlord and Tenant Act
1954
58
<PAGE>
4. Scaffolding
-----------
The right to erect scaffolding ladders and other Plant for any purpose
connected with or related to the Building when the same is reasonably
required notwithstanding that such scaffolding ladders and other Plant
may temporarily restrict the access to or use and enjoyment of the
Premises PROVIDED THAT the Premises shall remain accessible and usable
-------------
at all times in a reasonable manner by the Tenant and the Landlord shall
procure that any scaffolding is retained for as short a period as
possible
5. Support etc
-----------
The rights of light air support protection shelter and all other
easements and rights now or after the date of this Lease belonging to or
enjoyed by other parts of the Building
6. Light
-----
Full right and liberty at any time after the date of this Lease to alter
demolish build rebuild extend in height or otherwise any existing
structures or to erect new structures within adjoining or forming part
of the Building (such expression here excluding the Premises and
services and access to the Premises) in such manner as the Landlord
shall think fit provided that the same does not materially obstruct
affect or interfere with the amenity of or access to the Premises or the
passage of light and air to the Premises
7. Use of walls and Pipes and Plant
--------------------------------
Subject to the proviso to paragraph 2 of this Schedule full right and
liberty to take into use all walls and (other than those exclusively
serving the Premises) Pipes and Plant within the Premises and to build
upon connect with or otherwise use the same
59
<PAGE>
8. Signs
-----
Full right and liberty for the Landlord or other persons authorised by
or on behalf of the Landlord to affix at any time during the Term to the
outside flank or rear main walls of the Premises or to blank elevations
of any other part of the Building any such items as the Landlord may
reasonably consider to be requisite or desirable building block names
fire or other emergency escape information panels including specifically
advertising or promotional panels kiosks or other articles or structures
of a like nature public lighting brackets (with lamps attached) seats
street names vending machines and waste paper receptacles PROVIDED THAT
-------------
the same shall not materially obstruct affect or interfere with the
amenity of or access to the Premises or the passage of light and air to
the Premises
9. Variation of use of Common Parts and Service Areas
--------------------------------------------------
Full right and liberty to control (which in this paragraph shall mean to
control regulate vary or terminate) the use of all Common Parts and
specifically:-
9.1. To control pedestrian or vehicular traffic thereon or on any part
thereof and to erect such signs for the purpose as may be appropriate
9.2. To control the use of or access to the whole or any part of the Common
Parts provided that the Landlord shall where appropriate and practicable
make available reasonable alternative use or access and shall in any
event ensure that the Tenant's access to the Premises is not at any time
completely prevented
60
<PAGE>
9.3. To control car parking by way of installing barriers or otherwise
(subject to the Tenant being provided with any necessary means to be
able to pass and repass any such barriers or other control at all times)
10. Party Walls
-----------
Full right and liberty to build on or into any party wall of the
Premises subject to making good any damage caused thereby
PART C
------
Particulars of matters to which the Premises are subject
--------------------------------------------------------
The Entries in the Property Registers of the above Titles and in entry
Numbers 1 to 4 inclusive of the Charges Register of Title Number LN 26420 and in
Entry Numbers 1 to 3 inclusive of the Charges Register of Title Number LN 27480
61
<PAGE>
SECOND SCHEDULE
---------------
Service Charge
--------------
PART A
------
Definitions
-----------
1. "Services" means the services facilities and amenities specified in Part
C of this Schedule
2. "Additional Items" means the matters specified in Part D of this
Schedule
3. "Annual Expenditure" means:-
3.1. All costs expenses and outgoings whatever together with VAT thereon
reasonably and properly incurred by the Landlord (and not recoverable as
input tax) during a Financial Year or part thereof in or incidental to
the provision of all or any of the Services and
3.2. All sums reasonably and properly incurred by the Landlord during a
Financial Year in relation to the Additional Items and any VAT payable
on such items which is not recoverable as input tax but:-
3.3. Excluding:--
3.3.1. any expenditure in respect of any part of the Building for which the
Tenant or any other tenant or occupier shall be wholly responsible or
would be if the same were let on terms similar to those contained in
this Lease where such part is a Lettable Unit and
3.3.2. any expenditure which shall (or would if such insurance were properly in
place) be met under any policy of insurance covenanted to be maintained
by the Landlord pursuant to its obligations in this Lease or arising as
a result of Acts of Terrorism and
62
<PAGE>
3.3.3. the initial capital cost of the construction of the Building and the
provision of Plant and machinery prior to the date of this Lease and
3.3.4. any costs or fees incurred in relation to the grant of this Lease or any
other lease of any part of the Building (including without limitation
any inducements provided to procure the letting of any Lettable Unit or
any costs incurred in connection with preparing or altering space for an
occupier of any part of the Building) and
3.3.5. the costs incurred in relation to the marketing renewal replacement
maintenance repair or decoration of any Lettable Unit other than the
Premises and
3.3.6. costs incurred in relation to any proceedings to recover the Rents or
sums equivalent to the Rents payable by any lessee or occupier of any
part of the Building
3.3.7. any costs and expenses relating to any renewals improvements to or
upgrading of the Building or any part of it unless necessary for the
purposes of or in the course of repair or maintenance of a high class
West End office building
3.3.8. any expenditure in respect of which the Landlord is able to recover the
cost thereof from any party or to secure repair or maintenance works
from any party including (without limitation) by way of warranty claims
or claims under guarantees
3.4. Including (when any expenditure is incurred in relation to the Building
and other premises or expenditure is shared with other premises) save
(in each case) where such other premises comprise a Lettable Unit the
proportion of such expenditure paid by the
63
<PAGE>
Landlord or which is reasonably attributable to the Building to be
determined from time to time by the Surveyor (acting as an expert and
not as an arbitrator) and
4. "Calculation Date" means 30th June in every year of the Term or such
other date as the Landlord may from time to time nominate and
"Calculation Dates" shall be construed accordingly
5. "Financial Year" means the period:-
5.1. From the commencement of the Term to and including the first Calculation
Date and subsequently
5.2. Between two consecutive Calculation Dates (from and including the day
following the first Calculation Date up to and including the second
Calculation Date)
5.3. From the last Calculation Date to and including the expiration of the
Term
PART B
------
Performance of the Services and payment of the Service Charge
-------------------------------------------------------------
1. Calculation of the Service Charge Rent
--------------------------------------
The Landlord shall procure that the Accountant shall as soon as is
reasonable after each Calculation Date prepare and certify an itemised
account showing the Annual Expenditure for the Financial Year ending on
and including that Calculation Date (save in respect of the last Financial
Year of the Term when it shall end on and including the date of expiration
of the Term) and containing a fair summary of the expenditure referred to
in it and the Landlord shall produce to the Tenant a copy of such
certified account as
64
<PAGE>
soon as reasonably practicable after the same has been certified and the
Tenant shall be entitled by appointment to inspect the amounts relating
to the Annual Expenditure and supporting vouchers and receipts at such
location as the Landlord reasonably directs
2. Payment of the Service Charge Rent
----------------------------------
2.1. The Tenant shall pay on demand for the period from and including the
Service Charge Commencement Date to but excluding the Quarter Day after
demand and thereafter on the next and each subsequent Quarter Day a
provisional sum calculated upon an itemised and reasonable estimate by
the Landlord's Surveyor acting as an expert and not as an arbitrator of
what the Annual Expenditure is likely to be for the twelve months
expiring on and including the next Calculation Date and payable in four
equal installments
2.2. If the Service Charge Rent for any Financial Year:-
2.2.1. exceeds the provisional sum for that Financial Year and subject to
receipt by the Tenant of the certified account pursuant to paragraph 1 of
this Part B of the Second Schedule the excess shall be due to the
Landlord within fourteen days of demand or
2.2.2. is less than such provisional sum the overpayment shall be credited to
the Tenant against the next quarterly payment of the Service Charge Rent
or at the end of the term only shall be repaid to the Tenant within seven
days of the ascertainment of the amount of the Service Charge Rent
65
<PAGE>
3. Variations
----------
3.1. The Landlord may withhold suspend add to extend discontinue vary or make
any alteration in the rendering of the Services or any of them from time
to time if the Landlord reasonably deems it desirable to do so in the
interests of good estate management
3.2. If at any time during the Term the total property enjoying or capable of
enjoying the benefit of any of the Services or the Additional Items is
increased or decreased on a permanent basis or the benefit of any of the
Services or the Additional Items is extended on a like basis to any
adjoining or neighbouring property or if some other event occurs a result
of which is that the proportion of the Annual Expenditure attributed to
the Premises is no longer appropriate or if the Landlord acting reasonably
determines that the Annual Expenditure should be divided into categories
and separate proportions introduced in respect of each such category of
expenditure or allocated in a different manner to different parts of the
Building (for example the showroom residential apartments, offices and car
park separately) the proportion of the Annual Expenditure attributed to
the Premises shall be varied and/or additional proportions introduced with
effect from the Calculation Date following such event by agreement between
the parties or in default of agreement within three months of the first
proposal for variation made by the Landlord in such a manner as shall be
determined to be fair and reasonable in the light of the event in question
by an independent surveyor (acting as an expert and not as an arbitrator)
except that nothing contained in this Lease shall imply an obligation on
the part of the Landlord to provide the Services or the Additional Items
to any adjoining or
66
<PAGE>
neighbouring property nor prevent the Landlord from recovering in full
from the tenants of the Building the entire Annual Expenditure (save any
amount which the Landlord must contribute in respect of vacant Lettable
Units)
3.3. Service Charge : Exceptional Expenditure
----------------------------------------
In the event that the Landlord shall be required during any Financial Year
to incur substantial or exceptional expenditure in respect of the Services
and/or the Additional Items which was not taken into account in its
calculation of the provisional sum for the Financial Year in question the
Landlord shall be entitled to recover from the Tenant on not less than
fourteen days prior written notice an additional provisional sum or
Service Charge Rent and/or increase the provisional sums payable for the
rest of the Financial Year in a sum representing the proportion of such
additional expenditure as corresponds with the proportion of the Annual
Expenditure attributable to the Premises divided equally between the
remaining Quarter Days in the Financial Year although the Landlord shall
wherever possible give not less than one month's notice of any likely
demand under this clause
67
<PAGE>
PART C
------
The Services
------------
1. Maintaining etc Retained Parts
------------------------------
Maintaining repairing amending cleaning altering rebuilding renewing and
reinstating (in each of the last three cases only where beyond economic
repair) and where appropriate treating washing down painting decorating
and polishing to such standard as the Landlord may from time to time in
its reasonable discretion determine the Retained Parts
2. Maintaining etc Plant
---------------------
Inspecting testing servicing maintaining repairing amending cleaning
decorating operating insulating emptying and draining overhauling
replacing (where beyond economic repair) and insuring (save in so far as
insured under the other provisions of this Lease) all Pipes and Plant
within the Retained Parts or serving the Building
3. Lighting etc Retained Parts
---------------------------
Lighting and furnishing the Retained Parts to such standard as the
Landlord may from time to time in its reasonable discretion determine
including the provision of floodlighting inside and outside the Building
4. Heating etc
-----------
Providing such mechanical ventilation heating air conditioning and (if
deemed desirable by the Landlord) cooling for and the provision of hot and
cold water to such parts of the Retained Parts and for such hours and
times of year as the Landlord shall in its reasonable discretion determine
68
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5. Common Parts open
-----------------
Keeping the Common Parts open 24 hours per day 365 days per year
6. Ornamental features etc
-----------------------
Maintaining (at the Landlord's reasonable discretion) any existing
architectural or ornamental features seasonal decorations or murals water
sprays fountains and providing and maintaining any plants shrubs trees or
flowers in the Retained Parts
7. Staff
-----
Providing such staff (on reasonable market terms) as the Landlord shall in
its reasonable opinion think fit and proper to employ
8. Furniture etc
-------------
Providing and maintaining furniture and furnishings and maintaining
existing features in the Retained Parts
9. Fixtures fittings etc
---------------------
Supplying providing purchasing hiring maintaining renewing and (replacing
in each of the last two cases where beyond economic repair) repairing
servicing overhauling and keeping in good and serviceable order and
condition all fixtures and fittings bins receptacles tools appliances
materials equipment and other things which the Landlord may reasonably
deem desirable or necessary for the maintenance appearance upkeep or
cleanliness of the Building
69
<PAGE>
10. Windows
-------
Cleaning as frequently as the Landlord shall in its reasonable discretion
(but in any event not less than once every three months) consider
adequate the exterior and interior of all windows and window frames in
the Retained Parts and the exterior of all external windows of the
Building
11. Refuse
------
Storing and disposing of refuse from the Building and the provision
repair maintenance and renewal of compactors paladins and other plant and
equipment for the collection treatment packaging or disposal of the same
12. Parking
-------
Controlling traffic in the Car Park including maintaining operating
repairing and replacing (where beyond economic repair) automatic barriers
and control equipment
13. Lavatories and Facilities
-------------------------
Heating lighting cleaning decorating maintaining repairing and renewing
(where beyond economic repair) from time to time all lavatories provided
within the Building any first aid facilities and any sanitary or other
equipment therein for the time being and the provision of all appropriate
towels toiletries and other facilities and the maintenance of an adequate
supply of hot and cold water thereto (save in connection with any such
items contained within a Lettable Unit)
70
<PAGE>
14. Other Services
--------------
Any other or alternative services relating to the Building or any part of
the Building provided by the Landlord from time to time and not expressly
mentioned and which the Landlord reasonably considers ought properly to
be provided for the benefit of the Building which shall be:-
(i)____capable of being enjoyed by the occupier of the Premises
(ii) reasonably calculated to be for the benefit of the tenants of
the Building
(iii) in keeping with the principles of good estate management
PART D
------
The Additional Items
--------------------
1. Fees
----
1.1. The reasonable and proper fees and disbursements (and any VAT payable on
them not recoverable by the Landlord as input tax) of:
1.1.1. The Surveyor and/or the Accountant and any auditor and any other
individual firm or company employed or retained by the Landlord for (or
in connection with) the surveying accounting and auditing functions
referred to in this Lease
1.1.2. To the extent that the same has not formed part of fees charged under
1.1.1 above the managing agents (whether or not the Surveyor) for or in
connection with the management
71
<PAGE>
of the Building and the performance of the Services and any other duties
in and about the Building or any part of it relating to (without
prejudice to the generality of the above) the general management
administration security maintenance protection and cleanliness of the
Building PROVIDED THAT such fees shall not exceed 15%
-------------
of the total cost of the Annual Expenditure
1.1.3. Any individual firm or company valuing the Building for the purposes of
all insurances effected pursuant to this Lease PROVIDED THAT the same
-------------
shall not be so valued more than once in any twelve month period
1.1.4. Any individual firm or company providing caretaking or security
arrangements and services to the Building (other than the Lettable Units)
1.1.5. Any other individual firm or company employed or retained by the Landlord
to perform (or in connection with) any of the Services or any of the
functions or duties referred to in this paragraph
1.2. The fees of the Landlord or a company or organisation in the control of
the Landlord for any of the Services or the other functions and duties
referred to in paragraph 1.1.2 above which shall be undertaken by the
Landlord or such company or organisation in the control of the Landlord
and not by a third party PROVIDED THAT such fees shall not exceed 10% of
-------------
the Annual Expenditure (excluding such charges)
2. Staff etc
---------
To the extent that the same has not formed part of the fees charged under
1.1 the
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reasonable and proper cost of employing (whether by the Landlord a Group
Company the managing agents or any other individual firm or company) such
staff (including specifically a Building Manager and caretakers cleaners
commissionaires engineers managers receptionists security guards
supervisory staff and other appropriately qualified staff and workmen) as
the Landlord may in its absolute discretion deem necessary for the
performance of the Services and the other functions and duties referred to
in paragraph 1.1. above and all other incidental expenditure in relation
to such employment including but without prejudice to the generality of
the above
2.1. Insurance national insurance pension and welfare contributions and
redundancy payments where appropriate
2.2. The provision of uniforms and working clothes
2.3. The provision of tools appliances cleaning and other materials fixtures
fittings and other equipment a store for housing the same within the
Building and the provision of telephones for the proper performance of
their duties and
2.4. A notional rent (not exceeding the current market rent such rent to be
determined by the Surveyor acting reasonably and as an expert and not as
an arbitrator) for any office accommodation staff room or other premises
in the basement of the Building and forming part of the Retained Parts
provided for such staff
3. Rates and Outgoings
-------------------
Paying or discharging all existing and future rates taxes assessments
charges duties
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impositions and outgoings whatsoever (whether parliamentary local or
otherwise or whether or not of a capital or non-recurring nature but
excluding any payable by the Landlord resulting from receipt of rent or
any dealing or ownership of any reversionary interest) which now are or
may at any time hereafter during the Term be charged levied assessed or
imposed upon or payable in respect of the Building as distinct from a
particular Lettable Unit or Units or the Retained Parts save and insofar
as the same shall (or would have had the same been subject to a lease or
licence) have been imposed upon the Tenant or any other tenant or licensee
of a part of the Building
4. Contracts for services
----------------------
To the extent that the same has not formed part of the fees charged under
paragraphs 1.1 or 2 the reasonable and proper cost of entering into any
contracts for the carrying out of all or any of the Services and other
functions and duties which the Landlord may in its reasonable discretion
deem desirable or necessary including specifically contracts for cleaning
security and maintenance of lift plant pipes machinery and the reasonable
cost of monitoring the performance by any staff or other persons employed
in connection with the provisions of any one or more of the services
5. Electricity, gas etc
------------------------
The cost of the supply of electricity gas oil or other fuel or power for
the provision of the Services and for all purposes in connection with the
Retained Parts
6. Road etc charges
----------------
The expense of making repairing maintaining rebuilding and cleansing any
ways roads
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pavements or structures Pipes or anything which may belong to or be used
for the Building or any part of it exclusively
7. Regulations
-----------
The reasonable and proper cost charges and expenses of preparing and
supplying to the tenants copies of any regulations made by the Landlord
relating to the Building or the use of it
8. Statutory etc requirements
--------------------------
The reasonable and proper cost of taking all steps reasonably deemed
desirable or expedient by the Landlord in the interests of good estate
management for complying with making representations against or otherwise
contesting the incidence of the provisions of any statute bylaw or notice
concerning town planning public health highways streets drainage or other
matters relating to or alleged to relate to the Building or any part of it
for which any tenant is not directly and exclusively liable
9. Signs
-----
The provision maintenance repair decoration cleaning and renewal of all
signboards and/or notice boards which shall from time to time be placed
upon the Retained Parts
10. Nuisance
--------
The reasonable and proper cost to the Landlord of abating a nuisance in
respect of the Building or any part of it insofar as the same is not the
liability of any individual tenant
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11. Interest
--------
Any reasonable and proper interest and fees in respect of money
borrowed to finance the provision of the Services or the Additional
Items
12. Complaints
----------
The costs incurred in dealing with all queries or complaints
correspondence or otherwise relating to the Building and/or its use
and/or occupation but not including any such relating to the promotion
or marketing of the Building or relating to any of the Lettable Units
13. General
-------
Expenditure on the reasonable and proper cost of any other item which
the Landlord in its reasonable discretion thinks proper for the more
efficient management and use of the Building and the comfort and
convenience of the tenants of the Building
14. Anticipated expenditure
-----------------------
Such reasonable provision (if any) for reasonably anticipated
expenditure in respect of any of the Services as the Landlord shall in
its reasonable discretion consider appropriate PROVIDED THAT:-
-------------
15.1. provision shall only be made for specifically identified items of
major expenditure
15.2. all monies reserved in respect of any such item shall be held in an
interest bearing account with interest accruing for the benefit of the
fund
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15.3. all monies reserved in respect of any such item shall be utilised in
paying for the same in priority to any other monies
15.4. the Landlord shall use reasonable endeavours to minimise the tax (if
any) payable in respect of such reserves
THIRD SCHEDULE
----- --------
Rent Review
-----------
1. Definitions
-----------
1.1. The terms defined in this paragraph shall for all purposes of this
Schedule have the meanings specified
1.2. "Market Rent" means the rent at which the Offices might be expected to
be let on the open market at the relevant Review Date after the expiry
of a rent free period of such length as would be negotiated in the
open market between a willing lessor and a willing lessee to enable
the willing lessee to fit out the Offices for immediate occupation and
use making the Assumptions but disregarding the Disregarded Matters
1.3. "Assumptions" means the following assumptions as at the relevant
Review Date:-
1.3.1. that the lease is just of the Offices and does not include the
Apartment
1.3.2. that no work has been carried out on or to the Offices by the Tenant
its sub-tenants or their predecessors in title during the Term which
has diminished the rental value of the Offices
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1.3.3. that if the Offices or any accesses or services thereto have been
destroyed or damaged they have been fully restored so as to render the
Offices fit for occupation and use
1.3.4. that the covenants contained in this Lease on the part of the Tenant
have been fully performed and observed
1.3.5. that the Offices are available to let by a willing landlord to a
willing tenant by one lease without a premium being paid by either
party and with vacant possession and that such willing tenants exist
1.3.6. that the lease referred to in paragraph 1.3.5 contains the same terms
(excepting any specific to the Apartment) as this Lease except
(a) for the amount of the Rent and any rent free
period allowed to the Tenant for fitting out the
Offices for its occupation and use at the
commencement of the Term but including the
provisions for rent review on the Review Dates and
at similar intervals after the last Review Date
and
(b) that the term of the lease is equal in length to
the Term remaining unexpired at the relevant
Review Date or a period of five years (whichever
is the greater) and that such term begins on the
relevant Review Date and that the rent shall
commence to be payable from that date
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1.3.7. that the Offices are ready for and fitted out and equipped for
immediate occupation and use for the Permitted Use and that all the
services required for such occupation and use are connected to the
Offices
1.4. "Disregarded Matters" means:
1.4.1. any effect on rent of the fact that the Tenant its sub-tenants and
other permitted occupiers or their respective predecessors in title
have been in occupation of the Offices
1.4.2. any goodwill attached to the Offices by reason of the carrying on at
the Offices of the business of the Tenants Sits sub-tenants and other
permitted occupiers or their predecessors in title in their respective
businesses
1.4.3. any increase in rental value of the Offices attributable to the
existence at the relevant Review Date of any alteration addition or
improvement to the Offices carried out with consent where required
(otherwise than in pursuance of an obligation to the Landlord or its
predecessors in title save where such obligation arises pursuant to or
in connection with clause 4.18) by the Tenant its sub-tenants or their
respective predecessors in title or by any lawful occupier during the
Term or during any period of occupation prior to the Term arising out
of an agreement for lease
1.4.4. any occupation or tenancy of the Tenant of other premises within the
Building.
1.5. "President" means the President for the time being of the Royal
Institution of Chartered Surveyors or his duly appointed deputy
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1.6. "Appointed Surveyor" means the surveyor agreed upon between the
parties or appointed by the President pursuant to paragraph 3 below
1.7. "agree" or "agreed" means agree or agreed in writing between the
parties
2. From each Review Date the Rent shall be such as may at any time be
agreed as the Rent payable from that Review Date or (in default of
such agreement) whichever is the greater of:-
(a) the Market Rent plus a factor of two-thirds of the
Market Rent expressed as a rate per square metre
applied to the area in square metres of the
Apartment or
(b) the Rent contractually payable immediately before
the Review Date
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3. If by a date three months before a Review Date the Rent payable from
that Review Date has not been agreed the Landlord and the Tenant may
agree upon a person to act as the Appointed Surveyor who shall
determine the Market Rent but in default of such agreement then the
Landlord or the Tenant may at any time whether before or after the
Review Date make application to the President to appoint a surveyor to
determine the Market Rent and such application shall request that the
surveyor to be appointed shall if practicable be a specialist in the
letting of and in rent review negotiations for premises of the same
type as the Offices
4. (1)Unless the Landlord and the Tenant otherwise agree the Appointed
Surveyor shall act as an expert and not as an arbitrator and unless
the Appointed Surveyor shall otherwise direct the Landlord and the
Tenant shall each be responsible for one-half of his fees and if
either shall pay the whole thereof he shall be entitled to recover
one-half thereof from the other
(2)In deciding upon the manner in which the costs of the determination
shall be borne the Appointed Surveyor may have regard to the contents
of any notices served or offers made by either party to the other and
the nature and content of any representations made to him or on behalf
of either party
(3)The Appointed Surveyor shall afford each party the opportunity to
make such written and/or verbal representations to him as such party
may wish subject to such reasonable time and other limits as the
Appointed Surveyor may prescribe and he shall have regard to such
representations but not be bound thereby
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(4)If the Appointed Surveyor refuses to act or is incapable of acting
or dies the Landlord or the Tenant may apply to the President for the
further appointment of a surveyor
5. If by a Review Date the Rent payable from that Review Date has not
been ascertained pursuant to this Schedule the Tenant shall continue
to pay the Rent at the rate previously payable and on the Quarter Day
next (or earlier if the Tenant so desires) after such ascertainment
the Tenant shall pay to the Landlord the difference for the period
ending on that Quarter Day (or earlier date of payment) between the
Rent paid and the Rent so ascertained and the several parts of such
difference shall bear interest thereon at the base lending rate of
Barclays Bank plc (or such other bank as is specified in Clause 4.1.3)
from the date when each such part would have been payable if the Rent
had been ascertained on or before the relevant Review Date until the
Quarter Day next after such ascertainment or such earlier date of
payment
6. If at any Review Date there is by virtue of any Statute a restriction
upon the Landlord's right to review the Rent or if at any time there
is by virtue of any Statute a restriction upon the right of the
Landlord to recover the Rent otherwise payable then upon the ending
removal or modification of such restriction and subject to there
having been no review at the previous Review Date the Landlord may
thereafter give to the Tenant not less than one month's written notice
requiring an additional rent review with effect from the date of such
ending removal or modification which date shall for the purposes of
this Schedule be a Review Date
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7. A Memorandum of the Rent ascertained from time to time in accordance
with this Schedule shall be prepared by the Landlord in two parts one
part to be signed by an individual Tenant or signed on behalf of a
Company Tenant and annexed to the Counterpart and the other part to be
signed on behalf of the Landlord and annexed to the Lease
8. Time shall not be of the essence in relation to any paragraph of this
Schedule
THE FOURTH SCHEDULE
-------------------
Guarantor Covenants
-------------------
1. That as between the Guarantor and the Landlord the liability of the
Guarantor will be as principal debtor and covenantor
2. That the Tenant will at all times during the Term (and as well after
as before any disclaimer of this Lease) duly and punctually pay the
rents as herein provided and will observe and perform all the tenant's
covenants and conditions contained in this Lease
3. That if at any time during the Term the Tenant defaults in paying any
of the rents or in observing or performing any of the covenants and
conditions contained in this Lease the Guarantor will pay such rents
and observe and perform the covenants or conditions in respect of
which the Tenant is in default and pay and make good to the Landlord
on demand all losses damages costs and expenses sustained by the
Landlord through the default of the Tenant notwithstanding:-
3.1. any time or indulgence granted by the Landlord to the Tenant or any
neglect or forbearance of the Landlord in enforcing the payment of
rents or the observance of
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performance of the Tenant's covenants or any refusal by the Landlord
to accept rents tendered by or on behalf of the Tenant at a time when
the Landlord was entitled (or would after the service of a notice
under Section 146 of the Law of Property Act 1925 have been entitled)
to re-enter the Premises
3.2. that the terms of this Lease may have been varied by agreement between
the parties save where such variation falls within Section 18 of the
Landlord and Tenant (Covenants) Act 1995 (or would if the Guarantor is
or was a former tenant of the Premises)
3.3. that the Tenant may have surrendered part of the Premises in which
event the liability of the Guarantor hereunder shall continue in
respect of the part of the Premises not so surrendered after making
any necessary apportionments under the Law of Property Act 1925
Section 140
3.4. that the Tenant may have ceased to exist
3.5. any other act or thing whereby but for this provision the Guarantor
would have been released other than a release given in writing by the
Landlord
4. If at any time during the Term the Tenant (being an individual)
becomes bankrupt or (being a company) goes into liquidation and the
trustee in bankruptcy or liquidator disclaims this Lease then this
Schedule will remain in full force and effect notwithstanding such
event and the Guarantor will if the Landlord shall by notice in
writing within three months after such disclaimer so requires take
from the Landlord a lease of the Premises for a term commensurate with
the residue of the Term which would
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have remained had there been no disclaimer at the same Rent then being
payable and subject to the same covenants and conditions as are
reserved by and contained in this Lease the said lease to take effect
from the date of the said disclaimer and in such case the Guarantor
shall pay the reasonable and proper costs of the preparation of such
new Lease and execute and deliver to the Landlord a counterpart of it
5. The parties agree that this guarantee shall only subsist for such
period and extend to such liabilities restrictions and other
requirements as are permitted by the Landlord and Tenant (Covenants)
Act 1995
[Diagrams intentionally ommitted]
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ON ORIGINAL
-----------
( EXECUTED by the Landlord but not
--------
( delivered until the date above by the
( affixing of THE COMMON SEAL of
---------------
( FRIENDS' PROVIDENT LIFE OFFICE
------------------------------
( in the presence of:
/s/ MLW
Authorised Signatory
/s/ S. Duckett
Internet Capital Group (Europe) Limited
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