<PAGE> 1
EXHIBIT 10.27
Dated the ___ day of __________ 2000
DERAMORE HOLDINGS LIMITED (1)
and
PIVOTAL CORPORATION (NI) LIMITED (2)
and
PIVOTAL CORPORATION (3)
LEASE
of
Third Floor, Capital House,
3 Upper Queen Street, Belfast.
KEARNEY SEFTON
Solicitors,
12 Brunswick Street,
BELFAST,
BT2 7GE
<PAGE> 2
LEASE: Dated day of 2000
<TABLE>
<S> <C> <C> <C>
1. PARTICULARS
1.1.1 The Landlord DERAMORE HOLDINGS LIMITED
having its registered office at
160 Brompton Road, Knightsbridge,
London SW3 1RP
1.1.2 The Tenant PIVOTAL CORPORATION (NI) LIMITED
having its registered office at
50 Bedford Street, Belfast, BT2 7FU
1.1.3 The Guarantor PIVOTAL CORPORATION having its
registered office at
224 West Esplanade, Suite 300 North,
Vancouver, British Columbia,
VYM 3M6, Canada
1.2 The Building The building (including the car
park and yard to the rear thereof)
known as Capital House,
3 Upper Queen Street, Belfast shown
(for the purposes of identification
only) edged [blue] on the Plan
1.3 The Premises The third floor of the Building as
the same is more particularly
defined in the First Schedule
1.4 Total Lettable Area 9,648 square feet
of the Premises
1.5 Term 10 years from and including the
17th day of April 2000 subject to
clause 10.16
1.6.1 First Rent Commencement 17th day of May 2000
Date
</TABLE>
-1-
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
1.6.2 Second Rent Commencement 17th day of October 2000
Date
1.7 Initial Rent Pound Sterling 115,776.00 per annum.
1.8 Review Date 17th day of April 2005
1.9 Interest Rate 4% per cent per annum above
the Base Rate of the Bank of
Ireland (or some other bank
nominated in writing from time
to time by the Landlord)
1.10 Permitted Hours 7am to 7pm Monday to Friday
inclusive
1.11 Decorating Year 2005
1.12 Service Charge the amount referred to in clause 7.4
1.13 Insurance Rent a reasonable proportion (as
determined by the Surveyor) of
the sums which the Landlord
shall from time to time reasonably
pay by way of premiums for
insuring the Building against the
risks set out in clauses 8.3(a), (b)
and (d),
(b) all of any increased premium
payable by any act or omission of
the Tenant or by the user carried
out by the Tenant on the Premises,
and
(c) all the reasonable premium
that the Landlord shall from time
to time pay (or where such
insurance includes other premises,
a reasonable proportion of such
premium to be determined by the
</TABLE>
-2-
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
Surveyor acting as an expert and not
as an arbitrator) for insuring
against the loss of Rent and Service
Charge in accordance with
clause 8.3(c).
</TABLE>
2. DEFINITIONS
2.1 The terms defined in this clause and in the Particulars shall
for all purposes of this Lease have the meanings specified.
2.2 'the Plan' means the plan and drawings referred to in the First
Schedule and annexed to this Lease.
2.3 'Rent' means the Initial Rent and the rents ascertained in
accordance with the Fourth Schedule and such term includes
neither the Service Charge nor the Insurance Rent but the term
'rents' includes Rent, the Service Charge, and the Insurance
Rent.
2.4 'Pipes' means pipes, sewers, drains, mains, ducts, conduits,
gutters, watercourses, wire cables, channels, subways, flues and
all other conducting media, including any fixings, louvres,
cowls and other covers.
2.5 'the Services' mean the services set out in the Sixth Schedule.
2.6 'the Annual Expenditure' means:
(a) all reasonable costs expenses and outgoings whatsoever
reasonably incurred by the Landlord in providing all or
any of the Services; and
(b) all sums reasonably incurred by the Landlord in relation
to the items set out in the Seventh Schedule;
and any VAT payable thereon ('the Costs') (including any of the
Costs incurred by a third party such as (without prejudice to
the generality of the foregoing) the Surveyor or the managing
agents where the Costs have been incurred for and on behalf of
the Landlord and where the Landlord is liable to re-imburse the
third party for the Costs) Provided that the Annual Expenditure
shall not include any costs for the Building with respect to the
employment of security staff at the main entrance to the
Building outside the hours from 6.30a.m. to 7.30p.m.
-3-
<PAGE> 5
Monday to Friday inclusive save where the Landlord reasonably
incurs such security costs outside the aforesaid hours acting in
accordance with the principles of good estate management.
2.7 'the Common Parts' mean the entrance halls, landings, lift
shafts, staircases, passages, service yard, car park and any
other areas which are from time to time during the Term provided
by the Landlord for common use and enjoyment by the tenants and
occupiers of the Building and all persons expressly or by
implication authorised by them.
2.8 'the Retained Parts' mean all parts of the Building not let or
intended to be let to a tenant including (but without prejudice
to the generality of the foregoing):
(a) the Common Parts;
(b) office accommodation for security and any ancillary
staff;
(c) all Pipes in on or serving the Building except any that
are within and solely serve premises let or intended to
be let;
(d) such parts of the Building including (again without
prejudice to the generality of the foregoing) those
parts of the walls foundations and roofs not let or
intended to be let to a tenant;
(e) the windows and window frames serving the Premises.
2.9 'Interest' means interest during the period from the date on
which the payment is due to the date of payment, both before and
after any judgment, at the Interest Rate then prevailing or
should the Base Rate referred to in clause 1.9 cease to exist,
such other rate of interest as is most closely comparable with
the Interest Rate to be agreed between the parties or in default
of agreement to be determined by the Accountant acting as an
expert and not as an arbitrator.
2.10 'the Planning Acts' means the Planning (Northern Ireland) Order
1991 and all statutes regulations and orders included by virtue
of clause 3.14.
2.11 'Insured Risk' means any risk against which the Landlord shall
at the time of the damage or destruction in question have
effected insurance.
-4-
<PAGE> 6
2.12 'the Office Covenants' mean the covenants set out in the Fifth
Schedule.
2.13 'the Surveyor' means any suitably qualified person or firm
appointed by or acting for the Landlord (including an employee
of the Landlord or a Group Company and including the person or
firm appointed by the Landlord to collect the rents and manage
the Building) to perform the function of a surveyor for any
purpose of this Lease.
2.14 'the Accountant' means any suitably qualified person or firm
appointed by or acting for the Landlord (including an employee
of the Landlord or a Group Company and including the person or
firm appointed by the Landlord to collect the rents and manage
the Building) to perform the function of an accountant for the
purpose of this Lease.
2.15 'Adjoining Property' means any neighbouring or adjoining land or
property in which the Landlord or a Group Company has a freehold
or leasehold interest or in which during the Term the Landlord
(or a Group Company) shall have acquired a freehold or leasehold
interest.
2.16 'the Other Buildings' shall mean all buildings now or at any
time during the Term erected on the Adjoining Property.
2.17 'the 1996 Order' means the Business Tenancies (Northern Ireland)
Order 1996.
2.18 'Group Company' means a company that is a member of the same
Group as the Landlord within the meaning of article 31 of the
1996 Order.
3. INTERPRETATION
3.1 The expressions 'the Landlord' and 'the Tenant' wherever the
context so admits include their reactive successors in title.
3.2 Where the Landlord the Tenant or the Guarantor for the time
being are two or more individuals the terms 'the Landlord', 'the
Tenant' and 'the Guarantor' include the plural number and
obligations expressed or implied to be made by or with such
party are deemed to be made by or with such individuals jointly
and severally.
-5-
<PAGE> 7
3.3 Words importing the one gender include all other genders and
words importing the singular include the plural and vice versa.
3.4 The expression 'the Guarantor' includes any person who enters
into covenants with the Landlord pursuant to clause 5.21.
3.5 The expression 'the Term' in relation to clause 9 includes any
period of holding over or extension or continuance thereof
whether by statute or common law and elsewhere in this Lease the
said expression includes such period where the context so
admits.
3.6 References to 'the last year of the Term' include the last year
of the Term if the same shall determine otherwise than by
effluxion of time and to 'the expiration of the Term' include
such sooner determination of the Term
3.7 References to any right of the Landlord to have access to the
Premises shall be construed as extending to all persons properly
authorised by the Landlord (including agents, professional
advisers, contractors, workmen and others).
3.8 References to 'the Premises' in the absence of any provision to
the contrary include any part thereof.
3.9 Any covenant by the Tenant not to do an act or thing shall be
deemed to include an obligation not to permit such act or thing
to be done and to use all reasonable endeavours to prevent such
act or thing being done by a third party.
3.10 Whenever the consent or approval of the Landlord is required or
requested in relation to this Lease, such provisions shall be
construed as also requiring the consent or approval of any
mortgagee of the Premises where the same shall be required
except that nothing in this Lease shall be construed as implying
that any obligation is imposed upon any mortgagee not
unreasonably to refuse any such consent.
3.11 References to 'consent of the Landlord' or words to similar
effect mean a consent in writing signed by or on behalf of the
Landlord and to 'approved' and 'authorised' or words to similar
effect mean (as the case may be) approved or authorised in
writing by or on behalf of the Landlord.
-6-
<PAGE> 8
3.12 The terms 'the parties' or 'party' shall mean the Landlord
and/or the Tenant but except where there is an express
indication to the contrary shall exclude the Guarantor.
3.13 'Development' has the meaning given by Article 11 of the
Planning (Northern Ireland) Order 1991.
3.14 Any reference to a specific statute includes any statute which
that statute has directly or indirectly replaced (with or
without modification) and any statutory extension or
modification or re-enactment of such statute and any regulations
or orders made thereunder and any general reference to 'statute'
or 'statutes' includes any regulations or orders made
thereunder.
3.15 The paragraph headings do not form part of this Lease and shall
not be taken into account in its construction or interpretation.
4. DEMISE
The Landlord DEMISES to the Tenant the Premises TOGETHER WITH the rights
specified in the Second Schedule but EXCEPTING AND RESERVING to the
Landlord the rights specified in the Third Schedule TO HOLD the Premises
to the Tenant for the Term SUBJECT TO all rights easements privileges
restrictions covenants and stipulations of whatever nature affecting the
Premises YIELDING AND PAYING to the Landlord:
(a) the Rent, payable without any deduction by equal quarterly
payments in advance on the first days of February, May, August
and November in every year, and proportionately for any period
of less than a year, a proportionate sum in respect of the
period from and including the Second Rent Commencement Date to
and including the day before the quarter day next thereafter to
be paid on the Second Rent Commencement Date Provided Always
that the Tenant shall pay an abated Rent at the rate of Pounds
Sterling 54,996.00 per annum for the period from and including
the First Rent Commencement Date to the day immediately prior to
the Second Rent Commencement Date, such abated Rent to be
payable without any deduction by equal quarterly payments in
advance on the aforesaid quarter days, and proportionately for
any period of less than a year, the first such payment being a
proportionate sum in respect of the period from and including
the First Rent Commencement Date to and including the day
-7-
<PAGE> 9
before the quarter day next thereafter to be paid on the First
Rent Commencement Date hereof, and
(b) by way of further rent, the Service Charge payable on demand in
accordance with clause 7 and the Insurance Rent payable on
demand in accordance with clause 8.
5. The Tenant COVENANTS with the Landlord:
Rent
5.1 To pay the rents on the days and in the manner set out in clause
4.
Outgoings and VAT
5.2 To pay and to indemnify the Landlord against:
(a) all rates, taxes, assessments, duties, charges,
impositions and outgoings which are now or during the
Term shall be, charged, assessed or imposed upon the
Premises or upon the owner or occupier of them save
taxes arising from the receipt of rents or from dealings
with the Landlord's reversionary interest in the
Premises or the Building;
(b) Value Added Tax (or any tax of a similar nature that may
be substituted for it, or levied in addition to it)
chargeable in respect of any payment made by the Tenant
under any of the provisions of or in connection with
this Lease, or paid by the Landlord on any payment made
by the Landlord where the Tenant agrees in this Lease to
reimburse the Landlord for such payment.
Electricity, Gas and Other Services Consumed
5.3 To pay to the suppliers and to indemnify the Landlord against
all charges for electricity, gas and other services consumed or
used at or in relation to the Premises (including meter rents)
where a separate supply is provided for the Premises.
Repair
5.4 To repair and keep in repair the Premises (damage caused by an
inherent or latent structural defect in the Building or Insured
Risk
-8-
<PAGE> 10
excepted other than to the extent that the insurance monies are
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 replace from time to time the
Landlord's fixtures, fittings and appurtenances in the Premises
which may be or become beyond repair at any time during or at
the expiration of the Term.
Alterations and Additions
5.5.1 Not to:
(a) commit or permit waste, on or at the Premises;
(b) build, erect, construct or place any new or additional
building or structure on the Premises, including
(without prejudice to the generality of the foregoing)
any hut, shed, garage, cycle shelter, store, caravan,
house on wheels, or any temporary or moveable building
or structure;
(c) make any alterations, additions or improvements to the
Premises provided that:
(i) internal non-structural alterations by the
Tenant in the Premises of a design and of
materials approved in writing by the Landlord
(such approval not to be unreasonably withheld
or delayed) shall not be deemed to be a breach
of this covenant; and
(ii) the Tenant may with the consent of the Landlord
(such consent not to be unreasonably withheld or
delayed) install and alter internal partitions
from time to time and install new partitions.
5.5.2 To remove any additional buildings, additions, alterations or
improvements made to the Premises at the expiration of the Term
if so requested by the Landlord and to make good any part or
parts of the Premises which may be damaged by such removal.
5.5.3 Not to cut injure or remove nor, except in accordance with
clause 5.5.4, make any connection with the Pipes serving the
Premises either exclusively or in conjunction with other
premises.
-9-
<PAGE> 11
5.5.4 To make connection with those Pipes that exclusively serve the
Premises only in accordance with plans and specifications approved
by the Landlord (such approval not to be unreasonably withheld or
delayed).
Statutory Obligations
5.6.1 At the Tenant's own expense, to execute all works and provide and
maintain all arrangements upon or in respect of the Premises or the
use to which the Premises are being put that are required (whether
by the lessor, the lessee or the occupier) in order to comply with
the requirements of any statute (already or in the future to be
passed) or any government department, local authority, other public
or competent authority, or court of competent jurisdiction.
5.6.2 Not to do in or near the Premises any act or thing by reason of
which the Landlord may under any enactment incur, have imposed upon
it, or become liable to pay any penalty, damages, compensation,
costs, charges or expenses.
5.6.3 Without prejudice to the generality of the foregoing, to comply in
all respects with the provisions of any statutes and any other
obligations imposed by law or by any byelaws applicable to the
Premises or in regard to carrying on the trade or business for the
time being carried on by the Tenant on the Premises.
Access of Landlord and Notice to Repair
5.7.1 To permit the Landlord:
(a) to enter upon the Premises for the purpose of ascertaining
that the covenants and conditions of this Lease have been
observed and performed;
(b) to view (and to open up floors and ceiling where the same is
reasonably required in order to view) the state of repair and
condition of the Premises; and
(c) to give to the Tenant (or leave upon the Premises) a notice
specifying any repairs, cleaning, maintenance and painting
that the Tenant has failed to execute in breach of the terms
hereof and to request the Tenant forthwith to execute the same
including the making good of the said opening-up (if any)
- 10 -
<PAGE> 12
provided that any such opening-up shall be made good by and at
the cost of the Landlord where the same reveals no breaches of
the terms hereof which justified such opening up.
5.7.2 Forthwith to repair, cleanse, maintain and paint the Premises as
required by such notice.
5.7.3 If within one month of the service of such a notice, the Tenant
shall not have commenced and be proceeding diligently with the
execution of the work referred to in the notice, or shall fail to
complete the work within a reasonable time or if in the Landlord's
Surveyor's reasonable opinion the Tenant is unlikely to have
completed the work by the date upon which the work has to be
completed 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 cost of so doing and all expenses incurred by
the Landlord (including legal. costs and surveyor's fees) within
fourteen days of a written demand.
Alienation
5.8.1 Not to hold on trust for another, part with or share the possession
or occupation of the whole of the Premises except as permitted under
clause 5.8.2 hereof.
5.8.2 Not to assign, underlet (save as permitted under clause 5.8.4
hereof), charge, hold on trust for another, part with nor share
possession or occupation of part only of the Premises save that the
Tenant may share occupation of the Premises or part or parts thereof
with other group companies of the Tenant as defined by Article 31 of
the Business Tenancies (Northern Ireland) Order 1996.
5.8.3 Not to assign nor charge the whole of the Premises without the prior
written consent of the Landlord, such consent not to be unreasonably
withheld or delayed, provided that the proposed assignee is of good
financial standing and proved to be such to the reasonable
satisfaction of the Landlord
5.8.4 Not to underlet the whole or part of the Premises without the prior
written consent of the Landlord (such consent not to be unreasonably
withheld or delayed) provided that the proposed sub-tenant is of
good financial standing and proved to be such to the reasonable
satisfaction of the Landlord PROVIDED ALWAYS that each such
underletting of part of the Premises must comprise the entire part
of the third floor
-11-
<PAGE> 13
hereby demised which is located on either side of the lifts/main
stairs/toilet area on the said floors.
5.8.5 Prior to any permitted assignment, to procure that the assignee
enters into direct covenants with the Landlord to perform and
observe all the Tenant's covenants and all other provisions during
the residue of the Term.
5.8.6 Prior to any permitted underletting, to procure that the underlessee
enters into direct covenants with the Landlord as follows:
(a) to observe and perform all the Tenant's covenants and all
other provisions of this Lease (other than the payment of
rents) during the residue of the Term;
(b) an unqualified covenant by the underlessee that the
underlessee will not assign, underlet, charge, hold on trust
for another, part with nor share the possession or occupation
of part only of the underlet premises or underlet, charge,
hold on trust for another, part with nor share the possession
or occupation of the whole of the underlet premises; and
(c) a covenant by the underlessee that the underlessee will not
assign the whole of the premises demised by the said
underlessee without obtaining the prior written consent (which
shall not be unreasonably withheld) of the Landlord under this
Lease.
5.8.7 That each and every permitted underlease shall be granted without
any fine or premium, at a rent equal to the then open market rental
value of the Premises or the proportionate part thereof where part
of the Premises is underlet (such rental value to be assessed in
accordance with the provisions of the Fourth Schedule of this Lease)
or if greater the Rent then being paid or the proportionate part of
the Rent then being paid where only part of the Premises is underlet
such rent being payable in advance on the days on which Rent is
payable under this Lease, and shall contain provisions approved by
the Landlord:
(a) for the upwards only review of the rent thereby reserved on
the basis and on the dates on which the rent is to be reviewed
in this Lease;
-12-
<PAGE> 14
(b) prohibiting the underlessee from doing or allowing any act or
thing in relation to the underlet premises inconsistent with
or in breach of the provisions of this Lease;
(c) a condition for re-entry by the underlessor on breach of any
covenant by the underlessee, and
(d) an absolute covenant against underletting and the same
restrictions on assignment charging holding on trust for
another parting with or sharing with another possession
occupation of the underlet premises and the same provisions
for direct covenants and registration as in this Lease.
5.8.8 To enforce the performance and observance by every such underlessee
of the provisions of the underlease and not at any time either
expressly or by implication to waive any breach of the covenants or
conditions on the part of any underlessee or assignee of any
underlease nor (without the consent of the Landlord such consent not
to be unreasonably withheld) vary the terms or accept a surrender of
any permitted underlease.
Nuisance etc and Residential Restrictions
5.9.1 Not to do (or permit or suffer to remain upon the Premises) anything
which may be or become or cause a nuisance, injury or damage to the
Landlord or its tenants or the occupiers of adjacent or neighboring
premises.
5.9.2 Not to use the Premises for a sale by auction or for any dangerous,
noxious, noisy or offensive trade or business, nor for any illegal
or immoral act or purpose.
5.9.3 Not to sleep or allow any person to sleep on the Premises and not to
use the Premises for residential purposes nor keep any animal, fish,
reptile or bird on the Premises.
Landlord's Costs
5.10 To pay to the Landlord all reasonable costs, fees, charges,
disbursements and expenses (including without prejudice to the
generality of the foregoing those payable to Counsel, Solicitors,
Surveyors and bailiffs) incurred by the Landlord in relation or
incidental to:
-13-
<PAGE> 15
(a) every application made by the Tenant for a consent or license
required or made necessary by the provisions of this Lease
whether the same be granted or refused or proffered subject to
any lawful qualification or condition or whether the
application be withdrawn;
(b) the preparation and service of notices under the 1996 Order;
(c) the recovery or attempted recovery of arrears of rent or other
sums due from the Tenant; and
(d) any steps taken in contemplation of or in connection with the
preparation and service of a Schedule of Dilapidations during
or after the expiration of the Term.
Planning Acts
5.11.1 To comply with the provisions and requirements of the Planning
Acts, whether as to the Permitted User or otherwise, and to
indemnify (both during or following the expiration of the Term) and
keep the Landlord indemnified against all liability whatsoever
including costs and expenses in respect of any contravention.
5.11.2 At the expense of the Tenant, to obtain all planning permissions
and to serve all such notices as may be required for the carrying
out of any operations or user on the Premises which may constitute
Development, provided that no application for planning permission
shall be made without the previous consent of the Landlord (such
consent not to be unreasonably withheld or delayed).
5.11.3 Subject only to any statutory direction to the contrary, to pay and
satisfy any charge or levy that may hereafter be imposed under the
Planning Acts in respect of the carrying out or maintenance of any
such operations, or the commencement or continuance of any such
user.
5.11.4 Notwithstanding any consent which may be granted by the Landlord
under this Lease, not to carry out or make any alteration or
addition to the Premises, or any change of use until:
(a) all necessary notices under the Planning Acts have been served
and copies produced to the Landlord;
-14-
<PAGE> 16
(b) all necessary permissions under the Planning Acts have been
obtained and produced to the Landlord; and
(c) the Landlord has acknowledged that every necessary planning
permission is acceptable to it (such acknowledgement not to be
unreasonably withheld or delayed);
the Landlord being entitled to refuse to acknowledge its acceptance
of a planning permission on the grounds that any condition contained
in it, or anything omitted from it, or the period referred to in it,
would in the reasonable opinion of the Surveyor) be (or be likely to
be) prejudicial to the Landlord's interest in the Premises, the
Building, or any Adjoining Property whether during or following the
expiration of the Term.
5.11.5 Unless the Landlord shall otherwise direct, to carry out and
complete before the expiration of the Term:
(a) any works stipulated to be carried out to the Premises by a
date subsequent to such expiration as a condition of any
planning permission granted for any Development begun before
the expiration of the Term; and
(b) any Development begun upon the Premises in respect of which
the Landlord shall or may be or become liable for any charge
or levy under the Planning Acts.
5.11.6 In any case where a planning permission is granted subject to
conditions, and if the Landlord so requires, to provide security for
the compliance with such conditions, and not to implement the
planning permission until security has been provided.
5.11.7 If reasonably required by the Landlord, but at the cost of the
Tenant, to appeal against any refusal of planning permission or the
imposition of any conditions on a planning permission relating to
the Premises following an application by the Tenant.
Plans Documents and Information
5.12.1 If called upon so to do, to produce to the Landlord or the Surveyor
all plans, documents and other evidence as the Landlord may
reasonably
-15-
<PAGE> 17
require in order to satisfy itself that the provisions of this Lease
have been complied with.
5.12.2 If called upon so to do, to furnish to the Landlord, the Surveyor,
any other surveyor acting for the Landlord, or any person acting as
the Arbitrator under the Fourth Schedule, such information as may be
reasonably requested in writing in relation to any pending or
intended step under the 1996 Order or the implementation of the
provisions of the Fourth Schedule.
Indemnities
5.13 To be responsible for, and to keep the Landlord fully indemnified
against, all damage, damages, losses, costs, expenses, actions,
demands, proceedings, claims and liabilities made against or
suffered or incurred by the Landlord arising directly or indirectly
out of:
(a) any act omission or negligence of the Tenant or its sub-
tenants or any persons at the Premises expressly or impliedly
with its or their Tenant's authority; or
(b) any breach or non observance by the Tenant or its sub-tenants
of the covenants, conditions or other provisions of this
Lease.
Re-letting Boards
5.14 To permit the Landlord at any time during the last six months of the
Term to enter upon the Premises and affix and retain upon such part
of the Premises as may be reasonable a notice for re-letting the
same and during such period to permit persons with written
authority of the Landlord or its agent at reasonable times of the
day to view the Premises.
Rights of Light and Encroachments
5.15.1 Not to stop-up, darken or obstruct any windows or light belonging
to the Building.
5.15.2 Not to permit any new window, light, opening, doorway, path
passage, drain or other encroachment or easement to be made or
acquired in against out of or upon the Premises and if any such
-16-
<PAGE> 18
window light opening path passage drain or other encroachment or
easement shall be made or acquired, or attempted to be made or
acquired, to give immediate notice to the Landlord and at the
request and cost of the Landlord to adopt such means as may be
reasonably required or deemed proper for preventing any such
encroachment or the acquisition of any such easement.
Yield Up
5.16.1 At the expiration of the Term, to yield up the Premises in repair
as required by this Lease and otherwise in accordance with the terms
of this Lease, to give up all keys of the Premises to the Landlord,
and to remove all lettering and signs erected by the Tenant in upon
or near the Premises and forthwith to make good any damage caused by
such removal.
5.16.2 If at the expiration of the Term, the Premises are not in the state
of repair and decoration in which they should be having regard to
the Tenant's covenants and conditions contained in this Lease, the
Tenant shall (if so required by the Landlord) pay to the Landlord on
demand by way of liquidated damages:
(a) such sum as shall be reasonably certified by the Surveyor to
represent in his professional opinion:
(i) the cost of putting the Premises into the state of
repair and decoration in which they should have been had
the Tenant complied with the terms of this Lease; and
(ii) the Rent at the rate prevailing at the expiration of the
Term that would have been payable under this Lease if
the Term had been extended for such period as is
necessary to put the Premises into the state of repair
and decoration in which they should have been; and
(b) the reasonable fees of the Surveyor for the preparation and
service of a schedule of dilapidations and the preparation and
issue of the said certificate.
Interest on Arrears
5.17.1 If the Tenant shall fail to pay the Rent within 14 days of the due
date or Service Charge and/or Insurance Rent within 14 days of
formal
-17-
<PAGE> 19
demand or any other sum due under this Lease within 14 days of
formal demand the Tenant shall pay the Landlord Interest on the
rents or other sum from the date when it was due to the date on
which it is paid (and such Interest shall be deemed to be rent due
to the Landlord).
5.17.2 Nothing in the preceding clause shall entitle the Tenant to
withhold or delay any payment of the rents or any other sum due
under this Lease after the date upon which it falls due, or in any
way prejudice affect or derogate from the rights of the Landlord in
relation to the said non-payment, including (but without prejudice
to the generality of the foregoing) under the proviso for re-entry
contained in this Lease.
Registration of Documents, Rent Reviews, Notices and Keys
5.18.1 Within twenty eight days of any assignment, charge, underlease or
sub-underlease or any transmission or other devolution relating to
the Premises, to produce for registration with the Landlord's
Solicitor the said deed or document (or a certified copy thereof)
and to pay the Landlord's Solicitor's charges for the registration
of every such document.
5.18.2 Where there has been an underletting of all or part of the
Premises, to give notice of the details of the determination of
every rent review to the Landlord within 28 days of the
determination.
5.18.3 To give full particulars to the Landlord of any notice direction
order or proposal for the same made given or issued to the Tenant by
any local or public authority within seven days of receipt, and if
so required by the Landlord to produce it to the Landlord and (where
such notice direction order or proposal relates to the Tenant's
obligations under this Lease) without delay to take all necessary
steps to comply with the notice direction or order, and at the
request of the Landlord and at the equal joint cost of the Landlord
and of the Tenant to make or join with the Landlord in making such
objection or representation against or in respect of any proposal
for a notice direction or order as the Landlord shall deem
expedient.
5.18.4 To ensure that at all times the Landlord has written notice of the
name, home address and home telephone number of at least one
keyholder of the Premises.
-18-
<PAGE> 20
Sale of Reversion etc
5.19 To permit upon reasonable notice at any time during the Term
prospective purchasers of or dealers in or agents instructed in
connection with the sale of the Landlord's reversion or of any
interest superior to the Term to view the Premises without
interruption providing the same are authorised in writing by the
Landlord or its agents.
Defective Premises
5.20 To give notice to the Landlord of any defect in the Premises which
might give rise to an obligation on the Landlord to do or refrain
from doing any act or thing in order to comply with the provisions
of this Lease or the duty of care imposed on the Landlord pursuant
to the Defective Premises (NI) Order 1975 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.
New Guarantor
5.21 Within fourteen days of the death during the Term of any Guarantor
or of such person becoming bankrupt or having a Receiving Order made
against him or being a Company passing a Resolution to wind up, or
entering into liquidation or having a receiver appointed, to give
notice of this to the Landlord and if so required by the Landlord at
the expense of the Tenant within twenty eight days to procure some
other person acceptable to the Landlord (such acceptance not to be
unreasonably withheld) to execute a guarantee in respect of the
Tenant's obligations contained in this Lease in the form set out in
clause 9.
Landlord's Rights
5.22 To permit the Landlord at all times during the Term to exercise
without interruption or interference any of the rights granted to it
by virtue of the provisions of this Lease.
Office Covenants
5.23 To observe and perform the Office Covenants.
-19-
<PAGE> 21
Criminal Damage
5.24 If the Premises or any part thereof should be damaged or destroyed
by an event for which compensation is payable under the provisions
of the Criminal Damage (Compensation) (Northern Ireland) Order 1977
to immediately give notice thereof to the Landlord and forthwith to
institute a claim under the said Order and to pursue such claim
expeditiously AND EITHER to apply all compensation paid relating to
the Premises in rebuilding and reinstating the same pursuant to the
Tenant's covenants herein contained making good any deficiency out
of the Tenant's own monies OR if the Landlord so reasonably requires
to assign its rights under any such claim and all monies payable
thereunder and to pay to the Landlord any deficiency and if the
amount of compensation awarded should be reduced or excluded as the
result of the general conduct or act or neglect of the Tenant or its
sub-tenants (if any) or anyone at or near the Premises expressly or
by implication with its or their authority the Tenant shall pay to
the Landlord any amount by which any compensation recoverable by the
Landlord shall be reduced by reason of such conduct, act or neglect.
Stamp Duty and other expenses
5.25 To pay the Stamp Duty payable on this Lease and a counterpart
thereof, the cost of registering this Lease in the Registry of Deeds
(if applicable).
6. LANDLORD'S COVENANTS
The Landlord COVENANTS with the Tenant:
6.1 To permit the Tenant to peaceably and quietly hold and enjoy the
Premises without any lawful interruption or disturbance from or by
the Landlord or any person claiming under or in trust for the
Landlord.
6.2 So long as Pivotal Corporation (NI) Limited or any Group Company of
Pivotal Corporation (NI) Limited is the Tenant to give to the Tenant
immediate notice of receipt by the Landlord from the then tenant of
the 1st and 2nd floors of the Building written notice of such
tenant's intention to exercise any option to terminate its Lease of
the said 1st and 2nd floors.
6.3 Subject to the Tenant paying any relevant costs under clause 7.9 to
ensure that the Tenant may use the Premises and have access thereto
at all times
-20-
<PAGE> 22
so far as same lies within the Landlord's control such access to include access
through the main entrance from Upper Queen Street.
7. SERVICES
7.1 The Landlord covenants with the Tenant to perform the Services
throughout the Term provided that the Landlord shall not be
liable to the Tenant in respect of:
(a) any failure or interruption in any of the Services by
reason of necessary repair, replacement, 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
shortage of fuel, materials, water or labour, or any
other cause beyond the Landlord's control; and
(b) any act, omission, or negligence of any porter,
attendant or other person undertaking the Services or
any of them on behalf of the Landlord.
7.2 For the purposes of this clause:
(a) 'Computing Date' means the 31st January in every year
of the Term or such other date as the Landlord may from
time to time nominate; and
(b) 'Financial Year' means the period;
(i) from the commencement of the term to (and
including) the first Computing Date and
thereafter;
(ii) between two consecutive Computing Dates
(excluding the first but including the second
Computing Date in the period).
(c) 'Due Proportion' means the due proportion (subject to
clause 7.7) of the Annual Expenditure payable by the
Tenant equivalent to the same proportion pro rata as the
Total Lettable Area of the Premises bears to the total
lettable area of the Building (excluding any ground
floor premises) provided that in calculating the Due
Proportion the Tenant shall not be
-21-
<PAGE> 23
responsible to contribute towards costs incurred as a
result of inherent or latent structural defects in the
Building.
7.3 The Landlord or its surveyor or other nominated agent shall as
soon as convenient after each Computing Date prepare an account
showing the Annual Expenditure for that Financial Year, and
containing a fair summary of the expenditure referred to
therein, and same shall (in the absence of manifest error) be
conclusive evidence for the purposes of this Lease of all
matters of fact referred to in the said account.
7.4 The Tenant shall pay for the period from the commencement date
of the Term to the next Computing Date an initial provisional
Service Charge in respect of the Due Proportion (calculated upon
an estimate by the Surveyor acting as an expert and not as an
arbitrator of what the Annual Expenditure is likely to be for
the current Financial Year), the first payment being a
proportionate sum in respect of the period from and including
the commencement date of the Term to and including the day
before the next quarter day to be paid on the date hereof, the
subsequent payments to be made in advance on the usual quarter
days in respect of the said quarters.
7.5 The Tenant shall pay for the next and each subsequent Financial
Year a provisional sum in respect of the Due Proportion
(calculated upon an estimate by the Surveyor acting as an expert
and not as an arbitrator of the Annual Expenditure is likely to
be for that Financial Year) by four equal quarterly payments on
the usual quarter days.
7.6 If the Service Charge for any Financial Year shall:
(a) exceed the provisional sum for that Financial Year the
excess shall be due to the Landlord on demand; or
(b) be less than the said provisional sum the overpayment
shall be credited to the Tenant against the next
quarterly payment of the Rent and Service Charge.
7.7 If at any time during the Term the total property enjoying or
capable of enjoying the benefit of any of the Services be
increased or decreased on a permanent basis, or the benefit of
any of the Services be extended on like basis to any adjoining
or neighbouring property, the Due Proportion shall be varied
with effect from the Computing Date following such event by
agreement between the parties, or in default of agreement within
three months of the first proposal for variation
-22-
<PAGE> 24
made by either party as shall be determined to be a fair and
reasonable variation reflecting the event in question by the
Surveyor (acting as an expert and not as an arbitrator) except
that nothing herein contained shall imply an obligation on the
part of the Landlord to provide the Services to any adjoining or
neighbouring property.
7.8 The Landlord may withhold, add to, extend, vary or make any
alteration in the rendering of the Services, or any of them,
from time to time if the Landlord at its discretion deems it
desirable to do so the Landlord acting at all times in the
interests of good estates management.
7.9 In the event that following a request by the Tenant and
agreement to such request by the Landlord (such request not to
be unreasonably refused provided that the Landlord shall not
refuse the Tenant's request for Services outside the Permitted
Hours which are reasonably required for the use of the Premises
outside the Permitted Hours including (without prejudice to the
generality of the foregoing) lifts) (and as the case may be
following any request by and agreement with any other tenant(s)
in the Building (excluding any ground floor premises)) the
Landlord provides any Services or incurs any Additional Items of
Expenditure outside the Permitted Hours then the Tenant shall be
responsible and liable to pay for all extra Costs (including any
VAT payable thereon) to the Annual Expenditure as a result of
the use of the Premises outside the Permitted Hours or a
reasonable proportion (to be decided by the Surveyor acting as
an expert and not as an arbitrator) of such extra Costs where
any other tenant(s) in the Building (excluding any ground floor
premises) also use their premises outside the Permitted Hours.
8. INSURANCE
8.1 The Tenant warrants that prior to the execution of this Lease it
has disclosed to the Landlord in writing any conviction,
judgment, or finding of any court or tribunal relating to the
Tenant (or any director, other officer, or major shareholder of
the Tenant) of such a nature as to be likely to affect the
decision of any insurer or underwriter to grant or to continue
insurance of any of the risks appearing in this clause.
8.2 Subject to the Tenant paying the Insurance Rent, the Landlord
covenants to insure the Building subject to such excesses
exclusions or limitations as the Landlord's insurers may
require;
-23-
<PAGE> 25
in such insurance office or with such underwriters and through
such agency and for such amount as in the reasonable opinion of
the Landlord from time to time represents the full cost of
rebuilding or reinstatement including architects', surveyors'
and other professional fees, the cost of debris removal,
demolition, site clearance, any works that may be required by
statute and incidental expenses.
8.3 Such insurance shall be against:
(a) loss or damage by fire, accidental explosion, storm,
lightning, subsidence, tempest, flood, burst pipes and
tanks, impact and (in peacetime) aircraft and articles
dropped therefrom, and such other risks insurance
against which the Landlord may from time to time
reasonably deem necessary;
(b) the liability of the Landlord arising out of or in
connection with any matter involving or relating to the
Building;
(c) 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 may from
time to time reasonably consider to be sufficient for
the purposes of planning and carrying out rebuilding or
reinstatement; and
(d) (if available) any reduction in the amount of
compensation payable to the Landlord with respect to
repair or reinstatement of the Building following any
successful claim under the Criminal Damage
(Compensation) (Northern Ireland) Order 1977 due to
betterment.
8.4 The Tenant shall pay the Insurance Rent on the date hereof for
the period from and including the commencement date of the Term
to the day before the next policy renewal date and thereafter
the Tenant shall pay the Insurance Rent on demand and (if
demanded) in advance of the policy renewal date.
8.5 If and whenever during the Term:
(a) the Premises or any part of them or access to them are
destroyed or damaged by an Insured Risk so that the
Premises or any part of them are unfit for occupation or
use; and
-24-
<PAGE> 26
(b) except to the extent that the insurance of the Premises
has been vitiated by the act, neglect, default or
omission of the Tenant or its sub-tenants or anyone at
the Premises expressly or by implication with its or
their authority;
the Rent and the Service Charge or a fair proportion of the Rent
and the Service Charge according to the nature and the extent of
the damage sustained (the amount of such proportion to be
reasonably determined by the Surveyor) shall be suspended and
cease to be payable until the Premises, the damaged part, or the
access shall have been reinstated so that the Premises or the
damaged part are made fit for occupation or use or until the
expiration of three years from the destruction or damage
whichever is the shorter.
8.6 If and whenever during the Term:
(a) the Premises and/or the Building are damaged or
destroyed by an Insured Risk; and
(b) except to the extent that the payment of the insurance
monies is refused by reason of any act or default of the
Tenant or anyone at or near the Premises expressly or by
implication with the Tenant's authority;
the Landlord will subject to clause 8.7 with all convenient
speed take such steps as may be requisite and proper to obtain
any planning permissions or other permits and consents that may
be required under the Planning Acts or other Statute for the
time being in force to enable the Landlord to rebuild and
reinstate the Premises and/or the Building, and will as soon as
these have been obtained spend and lay out all monies received
in respect of such insurance (except sums in respect of loss of
rent) in rebuilding or reinstating the Premises and/or the
Building so destroyed or damaged making good any deficiency in
such insurance monies out of the Landlord's own monies (save to
the extent that such deficiency arises from the act neglect or
default of the Tenant or its sub-tenants (if any) or anyone at
or near the Premises with its or their authority) provided that
the Landlord shall not be liable to rebuild or reinstate the
Premises if the Landlord is unable (having used all reasonable
endeavours) to obtain all planning permissions, permits and
consents necessary to execute such rebuilding and reinstating,
or if this Lease shall be frustrated (or if the rebuilding or
reinstating is prevented for any other reason beyond the
-25-
<PAGE> 27
control of the Landlord) in which event the Landlord shall be
entitled to retain all the insurance monies received by the
Landlord.
8.7 If after three years from the date of damage or destruction of
the Premises and/or the Building by an Insured Risk or by any
event giving rise to a claim under the Criminal Damage
(Compensation) (Northern Ireland) Order 1977 the Premises and/or
the Building remain completely unfit for occupation and use, the
Landlord or the Tenant may by not less than three month's notice
given to expire at any time prior to the Premises and/or the
Building being reinstated or repaired and made fit for
occupation and use determine this Lease ('the Determination
Notice') and upon the expiry of the Determination Notice this
Lease shall determine without prejudice to any rights or
remedies which may then have accrued to either party against the
other in respect of any breach of any of the covenants and
conditions contained in this Lease and the Landlord shall be
entitled to retain the insurance moneys received by the
Landlord.
8.8 The Tenant COVENANTS with the Landlord:
(a) to comply with all the reasonable and/or normal
requirements and recommendations of the
insurers;
(b) not to do or omit anything that could cause any
policy of insurance on 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 whereby additional insurance
premiums may become payable;
(c) to keep the Premises supplied with such fire
fighting equipment as the insurers and the fire
authority may require and to maintain the same
to their satisfaction;
(d) not to store or bring onto the Premises any
article, substance or liquid of a specially
combustible, inflammable or explosive nature and
to comply with the requirements and
recommendations of the fire authority (and the
reasonable requirements of the Landlord) as to
fire precautions relating to the Premises;
(e) not to obstruct the access to any fire equipment
or the means of escape from the Premises;
-26-
<PAGE> 28
(f) to give notice to the Landlord forthwith upon the
happening of any event which might affect any insurance
policy relating to the Premises;
(g) if and whenever during the Term the Premises or any part
thereof are damaged or destroyed by an Insured Risk, and
the insurance money under the policy of insurance is by
reason of any act or default of the Tenant or its
sub-tenants or anyone at the Premises expressly or by
implication with its or their Tenant's authority wholly
or partially irrecoverable, forthwith in every such case
to pay to the Landlord on demand with Interest the
amount of such insurance money so irrecoverable in which
event the provisions of clauses 8.5 and 8.6 shall apply;
(h) forthwith to inform the Landlord in writing of any
conviction judgment or finding of any court or tribunal
relating to the Tenant (or any director other officer or
major shareholder of the Tenant) of such a nature as to
be likely to affect the decision of any insurer or
underwriter to grant or to continue insurance of any of
the above mentioned risks; and
(i) if at any time the Tenant shall be entitled to the
benefit of any insurance on the Premises (which is not
affected or maintained in pursuance of any obligation
herein contained), to apply all monies received by
virtue of such insurance in making good the loss or
damage in respect of which the same shall have been
received.
8.9 If at any time during the Term the total property of which the
Premises are a part shall be increased or decreased on a
permanent basis the percentage referred to in clause 1.13 shall
be varied in the manner set out in clause 7.7.
9. The Guarantor COVENANTS with the Landlord:
9.1 If at any time during the Term the Tenant shall make any default
in payment of the rents or in observing or performing any of the
material covenants, conditions or other terms of this Lease the
Guarantor will pay the rents and observe or perform the
covenants, conditions or terms in respect of which the Tenant
shall be in default notwithstanding:
-27-
<PAGE> 29
(a) any time or indulgence granted by the Landlord to the
Tenant, or any neglect or forbearance of the Landlord in
enforcing the payment of rent or the observance or
performance of the Tenant's covenants, or any refusal by
the Landlord to accept rent tendered by or on behalf of
the Tenant at a time when the Landlord was entitled to
re-enter the Premises;
(b) that the terms of this Lease may have been varied by
agreement between the parties;
(c) that the Tenant shall 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;
(d) any other act or thing whereby but for this provision
the Guarantor would have been released.
9.2 If at any time during the Term the Tenant (being an individual)
shall become bankrupt or (being a company) shall enter into
liquidation and the trustee-in-bankruptcy or liquidator shall
disclaim this Lease, the Guarantor will if the Landlord shall by
notice within sixty (60) days after such disclaimer so require
take from the Landlord a lease of the Premises for the residue
of the Term which would have remained had there been no
disclaimer at the Rent then being paid hereunder and subject to
the same covenants and conditions as in the Lease with the
exception of this clause, such new lease to take effect from the
date of the said disclaimer and in such case the Guarantor shall
pay the costs of such new lease and execute and deliver to the
Landlord a counterpart thereof.
10. PROVISOES
Re-entry
10.1 If at any time during the Term:
(a) the rents (or any of them or any part thereof) shall be
in arrear and unpaid for 14 days after becoming payable
(whether formally demanded or not) or shall be unpaid
within 14 days of demand in the case of Service Charge
and Insurance Rent; or
-28-
<PAGE> 30
(b) there shall be any breach, non-performance or
non-observance by the Tenant of any of the covenants and
conditions contained in this Lease; or
(c) the Tenant (being an individual) becomes bankrupt or
(being a company) enters into liquidation whether
compulsory or voluntary (save for the purpose of
amalgamation or reconstruction of a solvent company) or
has a receiver appointed of its undertaking or (in
either case) enters into an arrangement or composition
for the benefit of its creditors or suffers any distress
or execution to be levied on its goods;
the Landlord may at any time thereafter (and notwithstanding the
waiver of any previous right of re-entry) re-enter the Premises
or any part thereof in the name of the whole and thereupon the
Term shall absolutely cease and determine but without prejudice
to any rights or remedies which may then have accrued to the
Landlord against the Tenant in respect of any antecedent breach
(including the breach in relation to which re-entry is made) of
any of the covenants and conditions contained in this Lease.
Covenants Relating to Adjoining Land
10.2 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.
Disputes with Adjoining Occupiers
10.3 If any dispute arises between the Tenant and the lessees tenants
or occupiers of adjoining or neighbouring property belonging to
the Landlord as to any easement, right or privilege in
connection with the use of the Premises and the adjoining
property, or as to the amount of any contribution towards the
expenses or services used in common with any other property it
shall be decided by the Landlord or in such manner as the
Landlord shall direct.
Floor Area
10.4 Save in the case of manifest error, the figure set out in clause
1.4 shall for all purposes in relation to this Lease be taken as
representing the
-29-
<PAGE> 31
Total Lettable Area of the Premises unless and until any
alteration shall be carried out to the Premises with the
Landlord's consent the effect of which is to increase or
decrease the said area.
Effect of Waiver
10.5 Each of the Tenant's covenants shall remain in full force both
at law and in equity notwithstanding that the Landlord shall
have waived or released temporarily any such covenant, or waived
or released temporarily or permanently revocably or irrevocably
a similar covenant or similar covenants affecting other
adjoining or neighbouring premises belonging to the Landlord.
Rights Easements etc
10.6 The operation of Section 6 of the Conveyancing and Law of
Property Act 1881 shall be excluded from this Lease and the only
rights granted to the Tenant are those expressly set out in this
Lease 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
whatsoever to, any right or easement from or over or affecting
any other land or premises now or at any time hereafter
belonging to the Landlord and not comprised in this Lease.
Party Walls
10.7 The internal division walls that divide the Premises from the
adjoining units in the Building shall be deemed to be party
walls and shall be maintained at the equally shared expense of
the Tenant and the other respective estate owners.
Exclusion of Use Warranty
10.8 Nothing in this Lease or in any consent granted by the Landlord
under this Lease shall imply or warrant that the Premises may be
used for the purpose herein authorised (or any purpose
subsequently authorised) under the Planning Acts.
Accidents
10.9 The Landlord shall not be responsible to the Tenant or its
sub-tenants or to anyone at the Premises expressly or by
implication with its or
-30-
<PAGE> 32
their authority for any accident happening or injury suffered or
for any damage to or loss of any chattel sustained in the
Premises or the Building save and to the extent of the
Landlord's insurance cover therefor.
Entire Understanding
10.10 This Lease embodies the entire understanding of the parties
relating to the Premises or to any of the matters dealt with by
any of the provisions of this Lease save for pre-lease
enquiries.
Representations
10.11 The Tenant acknowledges that this Lease has not been entered
into in reliance wholly or partly on any statement or
representation made by or on behalf of the Landlord except any
such statement or representation that is expressly set out in
this Lease save for pre-lease enquiries.
Licences etc Under Hand
10.12 Whilst the Landlord is a limited company or other corporation,
all licences, consents, approvals and notices required or
permitted to be given by the Landlord shall be sufficiently
given if given under the hand of a Director, the Secretary or
other duly authorised officer of the Landlord (or the Surveyor
on behalf of the Landlord).
Tenant's Property
10.13 If after the Tenant has vacated the Premises on the expiry of
the Term any property of the Tenant remains in or on the
Premises, and the Tenant fails to remove it within seven days
after being requested in writing by the Landlord so to do, or if
after using reasonable endeavours the Landlord is unable to make
such a request to the Tenant within fourteen days from the first
attempt so made by the Landlord:
(a) the Landlord may as the agent of the Tenant sell such
property, provided that 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 bona fide mistaken belief (which shall
be presumed unless the contrary be proved) that such
property belonged to the Tenant;
-31-
<PAGE> 33
(b) if the Landlord having made reasonable efforts is unable
to locate the Tenant the Landlord shall be entitled to
retain the said proceeds of sale absolutely unless the
Tenant shall claim the same within six months of the
date upon which the Tenant vacated the Premises; and
(c) the Tenant shall indemnify the Landlord against any
damage occasioned to the Premises or the Building or any
adjacent or neighbouring premises of the Landlord and
any actions, claims, proceedings, costs, expenses and
demands made against the Landlord caused by or related
to the presence of the property in or on the Premises.
Service of Notices
10.14 The provisions of Section 67 of the Conveyancing and Law of
Property Act 1881 as amended by the Recorded Delivery Service
Act (Northern Ireland) 1963 shall apply to the giving and
service of all notices and documents under or in connection with
this Lease except that Section 67 shall be deemed to be amended
as follows:
In Section 67(4) the words "and that service shall be deemed to
be made at the time at which the registered letter would in the
ordinary course be delivered" shall be deleted and there shall
be substituted the words "and that service shall be deemed to be
made on the third Working Day after the registered letter has
been posted, "Working Day" meaning any day from Monday to Friday
(inclusive) other than Christmas Day, Good Friday and any
statutory bank holiday".
Tenant's Option to Determine
10.15 Subject to the Tenant having paid the rents and all other sums
due to the Landlord under this Lease as at the seventh
anniversary of the commencement date of the Term the Tenant
shall have the option to determine this Lease on the seventh
anniversary of the commencement date of the Term on giving
either at least twelve months prior written notice to the
Landlord or at least six months prior written notice to the
Landlord (time to be of the essence) and on the said seventh
anniversary of the commencement date of the Term this Lease
shall absolutely cease and determine without prejudice to any
rights or remedies which may then have accrued to either party
against the other in respect of any breach of covenant or other
term of this Lease
-32-
<PAGE> 34
PROVIDED THAT in the event that the Tenant gives to the Landlord
at least six months prior written notice but less than twelve
months prior written notice the Tenant shall on the seventh
anniversary of the commencement date of the Term pay to the
Landlord a sum equal to 6 months Rent then payable together with
Value Added Tax thereon.
THE PARTIES HERETO HEREBY CERTIFY that there is no Agreement for Lease
to which this Lease gives effect.
IN WITNESS whereof this Lease has been executed by the parties hereto
the day and year first herein written.
-33-
<PAGE> 35
FIRST SCHEDULE
The Premises
`the Premises' mean all that part of the Building referred to in clause 1.3 for
the purposes of identification only shown edged red on the Plan including:
(a) the paint, paper and other decorative finishes applied to the interior
of the exterior walls of the Building but not any other part of the
exterior walls;
(b) the floor finishes so that the lower limit of the Premises includes such
finishes but does not extend to anything below them;
(c) the ceiling finishes so that the upper limit of the Premises shall
include such finishes but shall not extend to anything above them;
(d) the entirety of any non loadbearing internal walls within the Premises;
(e) the inner half severed medially of the internal non loadbearing walls
dividing the Premises from other parts of the Building;
(f) all additions and improvements to the Premises;
(g) all the Landlord's fixtures and fittings and fixtures of every kind
which shall from time to time be in or upon the Premises whether
originally affixed or fastened to or upon the same or otherwise except
any such fixture installed by the Tenant and that can be removed from
the Premises without defacing the same; and
(h) any Pipes that exclusively serve the Premises.
34
<PAGE> 36
SECOND SCHEDULE
Rights Granted
1. Common Parts
The right for the Tenant and all persons expressly or by implication
authorised by it (in common with the Landlord and all other persons
having a like right) to use the Common Parts for all proper purposes in
connection with the use and enjoyment of the Premises.
2. Toilets
The right for the Tenant as aforesaid (in common with the Landlord and
all other persons having a like right) to use such toilets in the
Building as shall be reasonably designated from time to time by the
Landlord.
3. Pipes
The free passage and running (subject to temporary interruption for
repair alteration or replacement) of water, soil, gas, electricity and
other supplies to and from the Premises in and through the Pipes that
now or hereafter serve the Premises presently or hereafter laid in on
through or under other parts of the Building, and (if any) the Adjoining
Property.
4. Support
The right of support and protection for the benefit of the Premises as
is now enjoyed from all other parts of the Building.
5. Car Park Spaces
The right to use two car park spaces as designated from time to time by
the Landlord or the Surveyor in the car park of the Building.
6. Rear Gantry
The right to place air conditioning and other equipment on the gantry
area shown edged green on the map annexed hereto (the specifications and
positioning of such equipment requiring the prior written approval of
the Landlord such approval not to be unreasonably withheld or delayed).
35
<PAGE> 37
THIRD SCHEDULE
Rights Reserved
1. Pipes
The free and uninterrupted passage and running of water, soil, gas,
electricity, telephone and other services or supply from and to other
parts of the Building or any Adjoining Property in and through the Pipes
which now are or may hereafter during the Term be in upon through under
or over the Premises.
2. Construct Easements
The right to construct and to maintain in upon through under or over the
Premises at any time during the Term any easements or services for the
benefit of any part of the Building or any Adjoining Property.
3.1 Access
The right at any time during the Term (at reasonable times and upon
reasonable notice except in cases of emergency) to enter (or in cases of
emergency to break and enter) the Premises to:
(a) inspect, cleanse, connect, lay, repair, remove, relay, replace
with others alter or execute any works whatever to or in
connection with, the Pipes, easements or services referred to in
paragraphs 1 and 2 of this Schedule;
(b) view the state and condition of and repair and maintain the
Building (and if any the Other Buildings) where such viewing or
work would not otherwise be reasonably practicable;
(c) carry out work or do anything whatsoever comprised within the
Landlord's obligations in this Lease whether or not the Tenant
is liable to make a contribution;
(d) take schedules or inventories of fixtures and other items to be
yielded-up on the expiry of the Term; and
(e) exercise any of the rights granted to the Landlord by this
Lease.
36
<PAGE> 38
3.2 The right with the Surveyor or any other surveyor acting for Landlord
and any person acting as the Arbitrator under the Fourth Schedule at
convenient hours and on reasonable prior notice to enter and to inspect
and measure the Premises for all purposes connected with any pending or
intended step under the 1996 Order or the implementation of the
provisions of the Fourth Schedule.
4. Scaffolding
The right to erect scaffolding for the purpose of altering repairing
maintaining or cleaning the Building (and (if any) the Other Buildings)
and any buildings now or hereafter during the Term on the Adjoining
Property notwithstanding that such scaffolding may temporarily restrict
the access to or enjoyment and use of the Premises.
5. Support etc
The rights of light, air, support, shelter and all other easements and
rights now or hereafter belonging to or enjoyed by other parts of the
Building.
6. Light
Full right and liberty at any time hereafter:
(a) to alter raise the height of or re-build the Building or any
part thereof or any of the Other Buildings;
(b) to erect the Other Buildings of any height; or
(c) to erect install or alter any structure erections fixtures
fittings or equipment in on or to the Building or any part
thereof or any of the other Buildings;
in such manner as the Landlord shall think fit notwithstanding the fact
that the same may obstruct, affect or interfere with the amenity of or
access to the Premises, or the passage of light and air to the Premises
Provided Always that there is provided at all times (save for any
necessary temporary introduction thereto) adequate means of access to
the Premises.
37
<PAGE> 39
FOURTH SCHEDULE
Rent Review
1.1 The terms defined in this paragraph shall for all purposes of this
Schedule have the meanings specified.
1.2 `Review Period' means the period between the Review Date and the expiry
of the Term.
1.3 `the Assumptions' mean the following assumptions at the relevant Review
Date:
(a) that the Premises are fit for and fitted out and equipped for
immediate occupation and use (but disregarding the fit-out works
themselves), and that no work has been carried out on the
Premises by the Tenant its sub-tenants or their predecessors in
title during the Term which has diminished the rental value of
the Premises, and if the Premises have been destroyed or damaged
they have been fully restored;
(b) that the Premises are available to let by a willing landlord to
a willing tenant as a whole, without a premium, but with vacant
possession, and subject to the provisions of this Lease (other
than the amount of the Rent but including the provisions for
rent review), for a term equal to the Term, and that the said
letting would be renewed at the expiry of the term thereof under
the provisions of the 1996 Order;
(c) that the covenants contained in this Lease on the part of the
Landlord and the Tenant have been fully performed and observed;
(d) that the Tenant and tenants in the market generally are
registered for Value Added Tax ("VAT") and will be able to set
off in full by way of input tax any VAT payable in respect of
any payment of rents against the output tax payable by them; and
(e) in case the Premises or the access thereto or any other part of
the Building have been destroyed or damaged that they have been
fully reinstated.
38
<PAGE> 40
1.4 'the Disregarded Matters' mean:
(a) any effect on rent arising from the fact that the Tenant, its
sub-tenants or their respective predecessors in title have been
in occupation of the Premises;
(b) any goodwill attached to the Premises by reason of the carrying
on at the Premises of the business of the Tenant its
sub-tenants, or their predecessors in title in their respective
businesses;
(c) any increase in rental value of the Premises attributable to the
existence at the Review Date of any improvement to the Premises
and carried out with consent where required otherwise than in
pursuance of an obligation to the Landlord or its predecessors
in title either:
(i) by the Tenant, its sub-tenants, or their respective
predecessors in title during the Term, or during any
period of occupation prior thereto arising out of an
agreement to grant such term; or
(ii) by any tenant or sub-tenant of the Premises before the
commencement of the Term, so long as the Landlord or its
predecessors in title have not since the improvement was
carried out had vacant possession of the relevant part
of the Premises.
(d) any obligation on the part of the Tenant to reinstate the
Premises at the end or sooner determination of the Term or at
any other time in pursuance of any obligation to the Landlord
whether under this Lease or any other deed or document executed
after the date of this Lease.
(e) any discount or rebate of the market rent to allow for any
customary concessionary rent, rent free period or other
inducement which a willing landlord would customarily grant to a
willing tenant upon such a letting for tenant's fit-out works.
(f) all fit-out works carried out by occupiers of the Premises.
1.5 'the Arbitrator' means a person appointed by agreement between the
parties, or in default of agreement within fourteen days of one party
giving notice to the other of its nomination or nominations nominated by
the Chairman on the
39
<PAGE> 41
application either party made not earlier than six months before the
relevant Review Date or at any time thereafter.
1.6 'the Chairman' means the Chairman for the time being of the Northern
Ireland branch of the Royal Institution of Chartered Surveyors, the duly
appointed deputy of the Chairman, or any person authorised by the
Chairman to make appointments on his behalf.
2. The Rent shall be:
(a) until the Review Date the Initial Rent, and
(b) during the Review Period, a rent equal to the Rent previously
payable under this Lease immediately prior to the Review Date or
such revised rent as may be ascertained in accordance with this
Schedule whichever shall be the greater.
3. Such revised rent for the Review Period may be agreed in writing at any
time between the parties or (in the absence of agreement) determined
(not earlier than the relevant Review Date) by the Arbitrator.
4. The revised rent to be determined by the Arbitrator shall be such as he
shall decide should be the rent at which the Premises might reasonably
be expected to be let on the open market after the expiry of a rent free
period of such length as would be negotiated in the open market between
a willing landlord and a willing tenant at the relevant Review Date for
the Premises making the Assumptions but disregarding the Disregarded
Matters and having regard to open market rental values current at the
Review Date.
5. The arbitration shall be conducted in accordance with the Arbitration
Act 1996.
6. When the Rent shall have been ascertained in accordance with this
Schedule, memoranda thereof shall be signed by or on behalf of the
parties and annexed to this Lease and its counterpart and the parties
shall bear their own costs in respect of this.
7. If the revised rent payable on and from any Review Date has not been
ascertained by that Review Date, Rent shall continue to be payable at
the rate previously payable (such payments being on account of the Rent
for that Review Period), and forthwith upon the revised rent being
ascertained (that is to say the date when the same has been agreed
between the parties or the date of the Arbitrator's award), the Tenant
shall pay to the Landlord any shortfall between what would have been
paid on the Review Date and on any subsequent rent
40
<PAGE> 42
days, had the revised rent been determined, and the payment made by the
Tenant on account together with Interest (interest at the Base Rate of
the Bank referred to in or nominated pursuant to clause 1.9 prevailing
on the day upon which the shortfall is paid) on each instalment of Rent
due on or after the Review Date on the difference between what would
have been paid on that rent day, had the revised rent been determined,
and the amount paid on account the interest being payable for the period
from that date upon which the instalment was due up to the date of
payment of the shortfall.
8. If at any of the Review Dates there shall be in force a statute which
shall prevent restrict or modify the Landlord's right to review the Rent
in accordance with this Lease and/or to recover any increase in the
Rent, the Landlord shall when such restriction or modification is
removed, relaxed or modified be entitled (but without prejudice to its
rights - if any - to recover any rent the payment of which has only been
deferred by law) on giving not less than one month's notice in writing
to the Tenant (at any time within 6 months (time being of the essence in
this regard) of the restriction or modification being removed relaxed or
modified) to proceed with any review of the Rent which may have been
prevented or further to review the Rent in respect of any review where
the Landlord's right was restricted or modified and the date specified
in the said notice shall be deemed for the purposes hereof to be a
Review Date (providing that nothing herein shall be construed as
varying any subsequent Review Dates except any Review Dates where such a
statute shall be in force in which event the provisions of this
paragraph shall apply) and the Landlord shall be entitled to recover any
resulting increase in Rent with effect from the earliest date as shall
be permitted by law.
41
<PAGE> 43
FIFTH SCHEDULE
The Office Covenants
1. Repair etc and Decoration
1.1 Not to cut injure alter or remove any of the Building.
1.2 In every Decorating Year and in the last year of the Term to
redecorate the Premises in good and workmanlike manner and with
appropriate materials of good quality (to the reasonable
satisfaction of the Surveyor) all tints colours and patterns to
be approved by or on behalf of the Landlord in writing (such
approval not to be unreasonably withheld or delayed).
1.3 To clean the inside of all windows (and the inside of all window
frames) in the Premises at least once in every month.
1.4 To employ for the cleaning of the Premises only such firm or
company as shall be approved by the Landlord (such approval not
to be unreasonably withheld or delayed).
2. User
2.1 Not to use the Premises for any purpose other than as offices
within Classes 2 or 3 of the Schedule to the Planning (Use
Classes) Order (Northern Ireland) 1989 and/or for the use of a
software company.
2.2 Not to play or use any musical instrument loudspeaker tap
recorder gramophone radio or other equipment or apparatus that
produces sound in the Premises so as to be heard in nearby
premises or outside the Premises.
2.3 Not to cease to carry on business in the Premises or have them
vacant for longer than 14 days without:
(a) notifying the Landlord; and
(b) providing such caretaking or security arrangements as
the Landlord shall reasonably require in order to
protect the Premises from vandalism theft damage or
unlawful occupation.
42
<PAGE> 44
3. Aerials, Signs and Advertisements
3.1 Not without the prior written consent of the Landlord (such
consent not to be unreasonably withheld or delayed) to erect any
pole mast or wire (whether in connection with telegraphic,
telephonic, radio or television communication or otherwise) upon
any part of the outside of the Building.
3.2 Not to affix or to exhibit on the outside of the Building or to
or through any window of the Premises or Building any placard
sign notice fascia board or advertisement except the approved
sign referred to in paragraph 3.3 of this Schedule.
3.3 At all times to display and maintain a suitable sign showing the
Tenant's trading name and business of a size and kind first
approved by the Surveyor (such approval not to be unreasonably
withheld or delayed) and at a point with the Building to be
reasonably specified in writing by him.
4. Common Parts
4.1 Not to cause the Common Parts (or any other land roads or
pavements adjoining on the Premises) to become untidy or in a
dirty condition but at all times to keep the Common Parts and
other land, roads or pavements free from deposits of materials
and refuse.
4.2 Not to place deposit or expose outside any part of the Premises
any goods materials articles or things whatsoever for display or
sale or for any other purpose nor cause any obstruction of the
Common Parts.
5. Pollution
Not to permit to be discharged into the Pipes any oil or grease, or any
deleterious, objectionable, dangerous, poisonous or explosive matter or
substance, and to take all reasonable measures to ensure that effluent
discharged into the Pipes will not be corrosive or otherwise harmful to
the Pipes or cause obstruction to them.
6. Roof and Floor Weighting
6.1 Not without the consent in writing of the Landlord to:
43
<PAGE> 45
(a) suspend any undue weight from the walls or ceilings of
the Building or use the same for the storage of goods or
place any undue weight on them; or
(b) have on the Premises any safes, machinery, goods or
other articles which may unduly strain or damage the
Premises.
6.2 On any application by the Tenant for the Landlord's consent
under paragraph 6.1, the Landlord shall be entitled to consult
and obtain the advice of an engineer or other person in relation
to the roof or floor loading proposed by the Tenant and the
Tenant shall repay to the Landlord on demand the fees of such
engineer or other person.
7. Machinery
7.1 Not to install or use in or upon the Premises any machinery or
apparatus which will cause noise or vibration which can be heard
or felt in nearby premises or outside the Premises or which may
cause structural damage.
7.2 To keep all machinery and equipment upon the Premises properly
maintained and in good working order, and for that purpose to
employ reputable contractors for the regular periodic inspection
and maintenance of them, to renew all working and other parts as
and when necessary or when recommended by such contractors, to
ensure by directions to the Tenant's staff and otherwise that
such plant, apparatus and machinery is properly operated, and to
avoid damage to the Premises by vibration or otherwise.
8. Unloading and Parking
Not to load or unload any goods or materials onto or from
vehicles and convey the same into the Building and the Premises
except through the entrances designated as service entrances
from time to time by the Landlord or the Surveyor (and by means
of any lift designated for such purposes).
9. Heating and Cooling Ventilation
9.1 Not to do anything which interferes with the heating cooling or
ventilation of the Common Parts or which imposes an additional
load on the heating cooling or ventilation plant and equipment.
44
<PAGE> 46
9.2 During the Permitted Hours to operate the ventilation equipment
in the Premises which comprises part of the system for the air
conditioning of the Common Parts in accordance with the
regulations for such purpose made by the Landlord from time to
time.
10. Regulations
To comply with all reasonable regulations made by the Landlord
from time to time for the management of the Building provided
that in the event of conflict between such regulations and the
terms of this Lease then the terms of this Lease shall apply.
45
<PAGE> 47
SIXTH SCHEDULE
The Services
Maintaining etc Retained Parts
1. Maintaining, repairing, (and where beyond economic repair or necessary
to comply with statutory requirements) renewing and replacing and, where
appropriate, painting and decorating (to such standard as the Landlord
may reasonably from time to time consider adequate) the Retained Parts.
Lift
2. Providing a lift service during the Permitted Hours by the operation of
the lifts now installed in the Building or (where the existing lifts are
beyond economic repair or necessary to comply with statutory
requirements) by such substituted lifts as the Landlord may from time to
time decide to install.
3. Hot and Cold Water
Maintaining during the Permitted Hours an adequate supply of hot and
cold water and supplying necessary washing and toilet requisites in the
toilet accommodation situate in the Retained Parts.
4. Central Heating
Supplying during the Permitted Hours central heating to the Premises and
the Common Parts.
5. Maintaining etc Apparatus, Plant, Machinery etc
Inspecting, servicing, maintaining, repairing, amending, overhauling,
(and where beyond economic repair or necessary to comply with statutory
requirements renewing and replacing, and insuring (save in so far as
insured under other provisions of this Lease) all apparatus, plant,
machinery and equipment within the Retained Parts from time to time
including (without prejudice to the generality of the foregoing) lifts,
lift shafts, stand-by generators and boilers and items relating to
mechanical ventilation, heating, cooling, public address, closed circuit
television (if any).
46
<PAGE> 48
6. Maintaining etc Pipes
Maintaining, repairing, cleansing, emptying, draining, amending and
renewing all Pipes in or serving the Building except those that are
within and solely serve the Premises or any part of the Building that is
let or intended for letting.
7. Maintaining etc Fire Alarms etc
Maintaining, repairing, replacing and renewing any fire alarms and
ancillary apparatus, fire prevention and fire fighting equipment, and
other apparatus in the Retained Parts.
8. Cleaning etc Retained Parts
Cleaning, treating, polishing, heating, ventilating and lighting the
Retained Parts to such standard as the Landlord may from time to time
consider adequate.
9. Fixtures Fittings etc
Supplying, providing, purchasing, hiring, maintaining, renewing,
replacing, repairing, servicing, overhauling and keeping in good and
serviceable order and condition all appurtenances, fixtures, fittings,
bins, receptacles, tools, appliances, materials, equipment and other
things which the Landlord may deem desirable or necessary for the
maintenance, appearance, upkeep or cleanliness of the Building or any
part of it.
10. Windows
Cleaning as frequently as the Landlord shall in its reasonable
discretion consider adequate the exterior of all windows in the Building
and interior and exterior of all windows and window frames in the
Retained Parts.
11. Refuse
Collecting and disposing of refuse from the Building and the provision,
repair, maintenance, and renewal of plant and equipment for the
collection, treatment, packaging, or disposal of refuse.
12. Additional
Such other services relating to the Building as the Landlord shall from
time to time reasonably deem necessary or desirable and not expressly
mentioned herein.
47
<PAGE> 49
Provided Always that all services shall be provided by the Landlord in
accordance with the principles of good estate management.
48
<PAGE> 50
SEVENTH SCHEDULE
Additional items of Expenditure
1.1 Fee
The reasonable fees and disbursements (and any VAT payable thereon) of:
(a) the Surveyor and any other individual firm or company employed
or retained by the Landlord for (or in connection with) such
surveying or accounting functions, or the management of the
Building;,
(b) the managing agents whether or not the Surveyor for (or in
connection with):
(i) the management of the Building;
(ii) the collection of the rents and all other sums due to
the Landlord from the tenants of the Building;
(iii) 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 foregoing)
the general management, administration, security,
maintenance, protection, cleanliness of the Building;
(c) 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 reasonable fees of the Landlord or a Group Company for any of the
Services or the other functions and duties referred to in paragraph 1.1
above that shall be undertaken by the Landlord or a Group Company and
not by a third Party.
2. Staff etc
The reasonable cost of employing (whether by the Landlord, a Group
Company, the managing agents or any other individual firm or company)
such staff as the Landlord may reasonably 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 or the termination thereof.
49
<PAGE> 51
3. Outgoings
All existing and future rates, water rates, charges, duties,
assessments, impositions and other outgoings payable by the Landlord in
respect of the Building or any part of it (excluding the Premises and
any other part of the Building that is let or intended for letting)
including (but without prejudice to the generality of the foregoing)
residential accommodation for caretakers engineers and other staff
employed in connection with the Building.
4. Electricity and Gas etc
The cost of the supply of electricity gas oil or other fuel for the
provision of the Services and for all purposes in connection with the
Retained Parts.
S. Road etc Charges
The amount which the Landlord shall be called upon to pay as a
contribution towards the expense of making, repairing, maintaining,
rebuilding and cleansing any ways roads pavements or structures Pipes
party fences walls or anything which may belong to or be used for the
Building or any part of it exclusively or in common with other premises
near or adjoining the Building.
6. Regulations
The costs 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.
7. Statutory etc Requirements
The cost of taking all steps deemed desirable or expedient by the
Landlord for complying with, making representations against, or
otherwise contesting the incidence of the provisions of any regulation,
byelaw notice, legislation, order or statutory requirements concerning
town planning, public health, highways, streets, drainage or other
matters relating or alleged to relate to the Building or any part of it
for which any tenant is not directly liable.
8. Nuisance
The cost to the Landlord of abating a nuisance in respect of the
Building or any part of it in so far as the same is not the liability of
any individual tenant.
9. Anticipated Expenditure
50
<PAGE> 52
Such provision (if any) for anticipated expenditure in respect of any of the
Services or the above mentioned matters as the Landlord shall in its reasonable
discretion consider appropriate.
SEALED with the COMMON SEAL
of DERAMORE HOLDINGS LIMITED
in the presence of:-
SEALED with the COMMON SEAL of
PIVOTAL CORPORATION (NI) LIMITED
in the presence of:-
SEALED with the COMMON SEAL of
PIVOTAL CORPORATION
in the presence of:-
-51-
<PAGE> 53
We, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Mortgagee hereby consent
to the within Lease.
Dated day of 2000
-----------------------------------
Authorised Signatory
52
<PAGE> 54
[DERAMORE PROPERTY GROUP LOGO]
14th April 2000
Pivotal Corporation Limited,
Hamilton House,
111 Marlowes,
Hemel Hempstead,
Hertfordshire.
HP1 1BD.
Dear Sirs,
THIRD FLOOR CAPITAL HOUSE, 3 UPPER QUEEN STREET, BELFAST
In consideration of you agreeing to take a lease of the above premises on the
agreed terms, we confirm that we shall permit you to take occupation of the
whole of the premises at 9 am on 17 April 2000 and we shall grant to you a lease
in the form annexed hereto and shall complete the same within 28 days.
We further agree as follows:
1. We shall, at our own expense, install a 24-hour card access system at the
main door of the building to a specification notified to you. The system
shall be installed within 21 days of you taking occupation of the premises
and the cost of installation shall be added to the Service Charge.
2. As regards the Service Charge, we confirm as follows:
2.1 No major capital expenditure is currently planned for the building.
2.2 During the term of the Lease we shall give you reasonable prior notice of
any individual item of capital expenditure under the Service Charge which
is likely to exceed (pound) 100,000.00 and shall consult with you
thereon.
2.3 We confirm that the present Service Charge estimates are based on
(pound)3 per square foot.
41 ROYAL AVENUE
BELFAST BT1 1FB
TEL: 028 90 244030 FAX: 028 90243652
[email protected]
<PAGE> 55
2.4 We confirm that the cost of the presently anticipated restructuring and
refurbishment of the ground floor area shall not be added to Service
Charge and Service Charge shall not include any other building costs
which arise as a result of such works.
3. We approve the drawings and specifications of your fit out, subject to same
meeting statutory requirements.
On any future disposal of our interest in Capital House, we shall procure that
the relevant purchaser shall provide you with a side-letter incorporating points
2.1 and 2.4 (in so far as same relates to the present refurbishment programme at
the date hereof) of this letter.
Signed on behalf of
Deramore Holdings Limited
/s/ [SIGNATURE ILLEGIBLE]
--------------------------------------
We accept and confirm the foregoing conditions
Dated day of 2000
Signed on Behalf of Pivotal Corporation Limited
---------------------------------------
Signed on Behalf of Pivotal Corporation
Dated day of 2000
<PAGE> 56
Deramore Holdings Limited
160 Brompton Road
Knightsbridge
London
SW3 1RP
14 April 2000
Pivotal Corporation Limited
Hamilton House
111 Marlowes
Hemel Hempstead
Hertfordshire
HP1 1BD
BY POST & FAX
Dear Sirs
THIRD FLOOR CAPITAL HOUSE 3 UPPER QUEEN STREET BELFAST
In consideration of you agreeing to take a lease of the above premises on the
agreed terms, we confirm that we shall permit you to take occupation of the
whole of the premises at 9 am on 17 April 2000 and we shall grant to you a
lease in the form annexed hereto and shall complete the same within 28 days.
We further agree as follows:
1 We shall, at our own expense, install a 24-hour card access system at the
main door of the building to a specification notified to you. The system
shall be installed within 21 days of you taking occupation of the premises
and the cost of installation shall not be added to the Service Charge.
2 As regards the Service Charge, we confirm as follows:
2.1 No major capital expenditure is currently planned for the building.
2.2 During the term of the Lease we shall give you reasonable prior notice
of any individual item of capital expenditure under the Service Charge
which is likely to exceed (pound sterling)100,000.00 and shall
consult with you thereon.
<PAGE> 57
2.3 We confirm that the present Service Charge estimates are based on
(pound sterling)3 per square foot.
2.4 We confirm that the cost of the presently anticipated restructuring
and refurbishment of the ground floor area shall not be added to
Service Charge and Service Charge shall not include any other
building costs which arise as a result of such works.
3 We approve the drawings and specifications of your fit out, subject to
same meeting statutory requirements.
On any future disposal of our interest in Capital House, we shall procure
that the relevant purchaser shall provide you with a side-letter
incorporating points 2.1 and 2.4 (in so far as same relates to the present
refurbishment programme at the date hereof) of this letter.
Signed on behalf of
Deramore Holdings Limited
We accept and confirm the foregoing conditions
Dated 14 day of April 2000
Signed on Behalf of Pivotal Corporation Limited
/s/ VINCENT MIFSUD VINCENT MIFSUD
-----------------------------
/s/ VINCENT MIFSUD VINCENT MIFSUD
Signed on Behalf of Pivotal Corporation
Dated 14 day of April 2000
<PAGE> 58
[STREET MAP]
<PAGE> 59
[THIRD FLOOR PLAN]
