<PAGE> 1
DATED January 26, 1999
CHASELANDS LIMITED
- and -
HUGO INTERNATIONAL LIMITED
LEASE
- of -
COOKHAM HOUSE
PARK VILLAGE LANGLEY BUSINESS
PARK STATION ROAD LANGLEY BERKSHIRE
Term: 10 years from 25.12.1998
Term: pound sterling 60,000.00 per annum subject to review
TROWERS & HAMLINS
Sceptre Court
40 Tower Hill
London EC3N 4DX
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CONTENTS
CLAUSE PAGE
1. DEFINITIONS...........................................................1
2. DEMISE AND RENTS......................................................3
3. TENANTS COVENANTS.....................................................4
3.1 TO PAY RENTS....................................................4
3.2 VAT ON PAYMENTS.................................................4
3.3 TO PAY RATES ETC................................................4
3.4 TO REPAIR.......................................................5
3.5 TO DECORATE.....................................................5
3.6 UPKEEP OF EQUIPMENT ETC, AND FIRE PRECAUTIONS...................6
3.7 LANDLORD'S INSPECTIONS AND NOTICE TO REPAIR.....................6
3.8 TO COMPLY WITH STATUTES.........................................7
3.9 NOTIFICATION TO THE LANDLORD OF ORDERS ETC......................7
3.10 NOT TO ALTER....................................................8
3.11 USE.............................................................8
3.12 NOT TO AFFIX SIGNS, ETC.........................................9
3.13 ALIENATION PROVISIONS...........................................9
3.14 PROVISIONS CONCERNING INSURANCE................................13
3.15 COMPLIANCE WITH PLANNING LAWS..................................14
3.16 NOT TO OBSTRUCT WINDOWS, ETC...................................15
3.17 NOT TO CAUSE NUISANCE..........................................16
3.18 CONTROL OF PARKING AND LOADING ON COMMON PARTS, ETC............17
3.19 LANDLORD'S COSTS...............................................18
3.20 INDEMNITY TO LANDLORD..........................................18
3.21 RELETTING VIEWING, ETC.........................................19
3.22 MAKING GOOD BREACH OF COVENANT.................................19
3.23 APPLICATION TO LANDLORDS AGENT.................................19
3.24 TO YIELD UP....................................................20
3.25 NOTICE OF DEATH................................................20
3.26 COMPLIANCE WITH FREEHOLD COVENANTS.............................20
4. LANDLORD'S COVENANTS.................................................20
4.1 QUIET ENJOYMENT................................................20
4.2 INSURANCE......................................................21
4.3 SERVICES.......................................................22
5. PROVISOS.............................................................22
5.1 FORFEITURE.....................................................22
5.2 NON-WAIVER OF BREACH OF COVENANT...............................22
5.3 INTEREST ON ARREARS............................................23
5.4 RECOVERY OF SUMS DUE...........................................23
5.5 LANDLORD'S RIGHT TO BUILD, ETC.................................23
5.6 AGAINST ACQUISITION OF EASEMENT, ETC...........................23
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5.7 SERVICE OF NOTICES.............................................24
5.8 CONCERNING USER................................................24
5.9 MANAGEMENT OF COMMON PARTS.....................................24
5.10 RENT ABATEMENT.................................................24
5.11 DISPUTES.......................................................25
5.12 COMPENSATION...................................................25
5.13 PARTY WALLS....................................................25
5.14 DISPOSAL OF LANDLORDS INTEREST.................................25
5.15 SCHEDULE OF DILAPIDATIONS......................................25
5.16 WHOLE AGREEMENT................................................26
6. SURETY'S COVENANT....................................................26
7. NEW LEASE............................................................27
8. BREAK OPTION.........................................................27
9. STAMP DUTY CERTIFICATE...............................................28
THE FIRST SCHEDULE
PART 1: THE DEMISED PREMISES...................................28
THE SECOND SCHEDULE
RIGHTS AND EASEMENTS GRANTED TO THE TENANT.....................29
THIRD SCHEDULE
EXCEPTIONS AND RESERVATIONS....................................29
THE FOURTH SCHEDULE
RENT REVIEW....................................................31
THE FIFTH SCHEDULE
THE SERVICE RENT...............................................33
THE SIXTH SCHEDULE
THE SERVICES...................................................35
SEVENTH SCHEDULE
AUTHORISED GUARANTEE AGREEMENT AND LICENCE TO ASSIGN...........37
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THIS LEASE is made this 26th day of January 1999.
BETWEEN:
CHASELANDS LIMITED whose registered office is at 9 Grosvenor Street, London W1.
("the LANDLORD")
HUGO INTERNATIONAL LIMITED whose registered office is at l22A Nelson
Road Whitton Twickenham Middlesex TW2 7AY ("the TENANT")
WITNESSES as follows:
1. DEFINITIONS
1.1 In this Lease unless the context precludes the following words and
expressions shall have the following meanings:
"THE PLAN" the plan annexed hereto which is for identification
purposes only.
"THE ESTATE" the land at Langley Business Park Station Road Langley
Berkshire shown edged green on the Plan together with the buildings
and works from time to time erected or standing thereon and known as
Park Village.
"THE DEMISED PREMISES" the premises forming part of the Estate and
described in the First Schedule.
"THE PARKING SPACES" 17 spaces within the Estate as shown edged
yellow on the Plan or such substituted spaces as may be designated
from time to time by the Landlord.
"THE SERVICE MEDIA" the watercourses, water supply pipes, waste
water pipes, soil pipes, drains, sewers, gutters, downpipes, gas
pipes, fuel pipes, oil pipes, electricity cables, telephone cables,
ducts, flues, wires cables serving the Estate together with any
other media for the provision of the services.
"THE INSURED RISKS" the risks against which the Landlord may from
time to time insure pursuant to clause 4:2 hereof.
"THE SERVICES" the services and amenities set out in the Sixth
Schedule hereto to be provided by the Landlord pursuant to the
covenant on its part hereinafter contained.
"THE SERVICE COSTS" the total costs expenses outgoings or otherwise
paid discharged incurred or which may be paid discharged or incurred
either by the Landlord or on the Landlords behalf in or in
connection with the provision of the Services.
<PAGE> 5
"THE SERVICE RENT" 17.02% of the Service Costs and payable by the
Tenant in accordance with the provisions of the Fifth Schedule
hereto
"ACCOUNTING PERIOD" any yearly period commencing on 1st January in
any year and ending on 31st December in any year or such other
yearly period as the Landlord may from time to time specify
"THE COMMON PARTS" all parts of the Estate which are neither demised
nor intended to be demised including (without prejudice to the
generality of the foregoing) the service roads footpaths pavements
street lighting perimeter walls and fences gates sheds and stores
street signs and Service Media (except any parts of the Service
Media hereby demised or exclusively serving any other premises
within the Estate and intended to be demised therewith) and the
landscaped areas
"THE PLANNING ACTS" the Town and Country Planning Acts 1971 to 1977
and any Act or Acts for the time being in force amending or
replacing the same and any Orders Regulations or Directions issued
or continued in force under or by virtue of the said Acts
"THE TERMS" the term of years created by Clause 2 hereof and any
statutory extension or continuation thereof
"THE LANDLORD'S AGENT" means the person or firm appointed by the
Landlord to act for all or any of the purposes of this Lease
"THE PRINCIPAL RENT" means the clear rent specified in clause 2:1
hereof or such sum as is determined in accordance with the Fourth
Schedule hereto
"THE REVIEWED RENT" means the rent specified in paragraph 1:3 of the
Fourth Schedule hereto
1.2 Words importing the singular number only include the plural number
and vice versa and when there are two or more persons included in
the expressions "the Landlord" or "the Tenant" covenants expressed
to be made by "the Landlord" or "the Tenant" (as the case may be)
shall be deemed to be made by such persons jointly and severally
1.3 the expression "person or persons" shall include a corporate body or
firm
1.4 The expression "the Landlord" shall include the person or persons
for the time being, entitled to the reversion immediately expectant
on the term and the expression "the Tenant" shall include the person
or persons for the time being entitled to the Term
1.5 The words "development" and "material development" shall have the
meanings ascribed thereto by the Planning Acts or any statutory
modification or reenactment thereof
<PAGE> 6
2. DEMISE AND RENTS
In consideration of the rents and the covenants on the part of the
Tenant hereinafter reserved and contained the Landlord HEREBY DEMISE
unto the Tenant ALL THAT the Demised Premises TOGETHER WITH the
rights (in common with the Landlord and all others from time to time
entitled thereto) specified in the Second Schedule hereto EXCEPT AND
RESERVING to the Landlord and all others entitled thereto and the
owners and occupiers for the time being of each and every part of
the Estate the right specified in the Third Schedule hereto and
SUBJECT TO all rights easements quasi easements and privileges as
are now used and enjoyed against the Demised premises by any
adjoining adjacent or neighboring property or land TO HOLD the same
(except and reserved as aforesaid) unto the Tenant from the 25th day
of December 1998 for a term of 10 years YIELDING AND PAYING therefor
during the Term to the Landlord the following rents:
2.1 First until 25 December 2003 the clear rent of Sixty Thousand Pounds
(pound sterling 60,000.00) by equal quarterly payments in advance on
the usual quarter days the first payment in respect of the period
from the 25 day of December 1998 to the quarter day next following
being paid on the execution hereof AND on 25.12.2003 and thereafter
a clear yearly rent equal to the Reviewed Rent ascertained and
payable in accordance with the provisions of the Fourth Schedule
hereto; and
2.2 A sum or sums of money in each year of the Term equal to the amount
or amounts (including any increased premiums payable by reason of
any act neglect or default of the Tenant or other the occupier for
the time being of the Demised Premises or servants agents or
visitors of the Tenant or the said occupier of the Demised Premises
or by reason of the trade or business carried on from time to time
in the Demised Premises) which the Landlord shall reasonably expend
in each year in or in respect of effecting or maintaining insurance
against the Insured Risks (or if the Demised Premises are insured
jointly with other premises such sum or sums attributable to the
Demised Premises as shall be determined by the Landlord) such sum or
sums to be paid on demand at any time PROVIDED THAT the Landlord's
insurance by way of a block policy including other properties within
its portfolio will not be deemed to be a breach of this Clause; and
2.3 Such additional sums as may from time to time be payable pursuant to
paragraph 7.2 of the Fourth Schedule; and
2.4 The Service Rent in accordance with the provisions of the Fifth
Schedule hereto including such sums on account of the Service Rent
as therein mentioned
2.5 On demand all interest payable in accordance with Clause 5.3
<PAGE> 7
3. TENANTS COVENANTS
The Tenant HEREBY COVENANTS with the Landlord for itself and its
successors and assignees to observe and perform throughout the Term
the following conditions and obligations:
3.1 TO PAY RENTS
3.1.1 To pay the reserved rents on the days and in the manner as specified
in clause 2 without any deduction whatsoever except income tax in
accordance with the statutory powers of deduction by the Tenant for
the time being
3.1.2 To pay the Principal Rent the Reviewed Rent and the Service Rent in
such manner as the Landlord shall from time to time direct and if so
required by the Landlord to pay by bankers Standing Order or by
Direct Debit in such form as may from time to time be furnished by
the Landlord and in favour of such account at such bank as the
Landlord shall from time to time direct PROVIDED that any rents paid
in this manner shall be deemed not to have been received by the
Landlord until the same shall have been received by the Landlord's
said bank
3.2 VAT ON PAYMENTS
To pay all Value Added Tax properly payable on any sums of money
chargeable thereto due from the Tenant under this Lease and to
indemnify the Landlord against liability to pay Value Added Tax on
any such sums
3.3 TO PAY RATES ETC
3.3.1 To pay and discharge all existing and future rates taxes duties
levies charges assessments impositions and outgoings whatsoever
whether parliamentary county municipal parochial local or of any
other description and whether of the nature of capital or revenue
and even though of a wholly novel character which are now or may at
any time hereafter be taxed assessed charged or imposed upon the
Demised Premises or on the owner or occupier in respect thereof
except only such as the owner is by law bound to pay notwithstanding
any contract to the contrary
3.3.2 In the event of the Tenant vacating the Demised Premises or any part
thereof earlier than the date of determination of this Lease
(howsoever determined) to indemnify and keep indemnified the
Landlord in respect of any loss suffered by the Landlord as a result
of being precluded from obtaining general and other rates relief for
empty premises for any period after such determination by virtue of
the Tenant having allowed the Demised premises or any part thereof
to become vacant for a period prior to such determination
<PAGE> 8
3.4 TO REPAIR
3.4.1 From time to time and at all times during the Term well and
substantially to renew repair uphold clean support maintain and
amend and keep in good and substantial repair and condition and in
good decorative order the Demised Premises and every part thereof
and all improvements thereto or replacements thereof and also the
Landlord's fixtures and fittings from time to time therein and
including (without prejudice to the generality of the foregoing) the
glass in the windows and doors the coverings of the walls floors and
ceilings the Service Media serving the Demised Premises and sanitary
and water apparatus comprised in and used for the benefit of the
Demised Premises
3.4.2 To keep those parts of the Demised Premises which are not built upon
in neat and tidy condition and (as regards hard surfaced areas) in
good and substantial repair
3.4.3 Provided that the obligations of the Tenant under paragraphs 3.4.1
or 3.4.2 shall not extend to making good damage occasioned by any of
the Insured Risks unless the insurance of the Demised Premises
(either alone or jointly with other adjoining premises of the
Landlord) shall have been rendered void or voidable or payment of
the policy monies shall have been refused or withheld in whole or in
part in consequence of any act or default on the part of the Tenant
or of the servants agents or visitors of the Tenant
3.5 TO DECORATE
3.5.1 In the third year of the Term and in every succeeding period of
three years thereafter to prepare and decorate the exterior of the
Demised Premises PROVIDED that such external decoration shall
include:
(i) the preparation and painting of all the previously
painted outside wood metal and cement parts and all
other exterior parts previously painted with three coats
at least of good quality paint
(ii) the preparation treatment polishing and maintenance of
all the outside work now so treated with good quality
materials
(iii) the cleaning of the brickwork and other finishes to the
exterior
(iv) the cleaning and treatment in a suitable manner for its
maintenance in good condition of all the outside
hardwood and metal and other work not required to be
painted or polished and the cleaning of all washable
surfaces
3.5.2 In every fifth year of the Term and also in the last year thereof
(terminate when it may) in a proper and workmanlike manner to
prepare and paint or otherwise suitably treat all the inside parts
of the Demised Premises previously or usually painted or preserved
<PAGE> 9
with two coats at least of good quality paint or other suitable
materials of good quality AND so that in the last year of the Term
the tints colours and patterns of all such works of internal
painting and decoration shall be previously approved by the Landlord
3.5.3 To clean the windows of the Demised Premises (internally and
externally) as necessary and at least once in every calendar month
3.6 UPKEEP OF EQUIPMENT ETC, AND FIRE PRECAUTIONS
3.6.1 To keep the Landlords fixtures and fittings and all lighting heating
ventilation and drainage systems water supply gas electricity lifts
and all means of security and all installations fire fighting
equipment (if any) and all other machinery plant and apparatus (if
any) (including electrical wiring gas and oil and other necessary
pipes) in good working order repair and condition and from time to
time to replace (as and when necessary) the same or any of them by
suitable articles or equipment of similar and modern kind and equal
value to the reasonable satisfaction of the Landlord or the
Landlord's Agent
3.6.2 At all times during the Term fully and adequately to supply and
equip the Demised Premises with fire fighting and extinguishing
equipment apparatus and appliances and whenever required by any
statute regulation or competent authority but in any event at least
once in every six months to have the same inspected and maintained
by a competent person and not to obstruct or permit to be obstructed
the access to or means of working any such equipment apparatus or
appliances or any means of escape and to comply with all regulations
requirements and recommendations of the Insurers or any competent
authority in relation to means of escape from the Demised Premises
in case of fire or in relation to fire precautions generally
3.7 LANDLORD'S INSPECTIONS AND NOTICE TO REPAIR
3.7.1 Upon the Landlord giving at least 24 hours prior notice (save in
case of emergencies) to permit the Landlord and its agents and
workmen at all reasonable times to enter the Demised Premises for
the purposes of viewing the condition or user thereof or for
inspecting any works in progress or for taking inventories of the
fixtures and things to be surrendered at the expiration of this
Lease and upon written notice by the Landlord to execute any repairs
lawfully required by such notice for which the Tenant is liable
under the provisions hereof and if the Tenant shall not execute such
repairs within three months of the date of service upon it of such
notice or sooner in case of emergency but in any event without any
delay the Landlord may itself enter the Demised Premises with
workmen and others and execute such repairs and the costs incurred
by it in so doing including any architect's surveyors' and
solicitors' fees together with interest thereon at the rate
specified in Clause 5.3 hereof from the date of expenditure to the
<PAGE> 10
date of payment by the Tenant shall be paid by the Tenant to the
Landlord on demand and recoverable by the Landlord as rent in arrear
3.7.2 Upon the Landlord giving at least 72 hours prior notice (save in
case of emergencies) to permit the Landlord and others authorised by
the Landlord with workmen and others and with any appropriate
materials and equipment at all reasonable times to enter the Demised
Premises for the purpose of executing any extensions and alterations
to or upon any adjoining adjacent neighbouring premises property or
land and any of the conducting media apparatus or works in through
or over the Demised Premises the person so entering causing as
little inconvenience to the Tenant as reasonably practicable and
making good to the reasonable satisfaction of the Tenant all damage
occasioned to the Demised Premises by such entry
3.8 TO COMPLY WITH STATUTES
3.8.1 At all times during the Term at the Tenant's own expenses in all
respects to comply with and do all acts and things and execute all
such works and provide all arrangements as may be required under the
provisions of all statutes already or hereafter to be passed
(including without derogation from the generality of this paragraph
the Factories Act 1961 the Offices Shops and Railway Premises Act
1963 the Fire Precautions Act 1971 the Defective Premises Act 1972
the Control of Pollution Act 1974 and the Health and Safety at Work
etc. Act 1974 (where applicable) or any statutory modification or
reenactment thereof for the time being in force) and bye-laws and
all orders and regulations made thereunder and the requirements of
any competent authority or court of competent jurisdiction which
relate to the Demised Premises or to the user thereof or to any
fixtures machinery plant or chattels for the time being affixed
thereto or which are for the benefit of the persons employed in or
about the Demised Premises whether such compliance or acts things
works or arrangements are required of the Landlord or the Tenant or
other occupier of the Demised Premises AND not to do or omit or
suffer to be done or omitted in or about the Demised Premises any
act or thing whereby the Landlord may under any enactment incur or
have imposed upon it or become liable to pay any penalty damages
compensation costs expenses or charges AND at all times to keep the
Landlord filly and effectually indemnified against all penalties
damages compensation costs expenses charges demands claims or
liability arising as aforesaid either in respect of the Demised
Premises or premises used by the Tenant for the purposes of but not
comprised in the Demised Premises
3.9 NOTIFICATION TO THE LANDLORD OF ORDERS ETC
To give notice forthwith to the Landlord of any:
3.9.1 notice order direction requisition or permission or proposal for the
same made given or issued to the Tenant by any government department
local or public or other competent authority under or by virtue of
any statutory powers and relating to or affecting or
<PAGE> 11
likely to affect the Demised Premises or any part thereof or the use
thereof Together with a certified true copy thereof AND without
delay to comply with such notice order direction requisition
permission or proposal AND also at the request and cost of the
Landlord to make or join in making such objections or
representations against or in respect of any such notice order
direction requisition or proposal as the Landlord may require
3.9.2 relevant defect in the Demised Premises within the meaning of
Section 4 of the Defective Premises Act 1972 or any statutory
modification or re-enactment thereof (if applicable)
3.9.3 damage to or destruction of the Demised Premises or any part thereof
whether caused by occurrence of any of the Insured Risks or
otherwise
3.10 NOT TO ALTER
Not to carry out nor cause or permit or suffer to be carried out to
the Demised Premises or to any part thereof (except in accordance
with plans and specifications previously submitted in triplicate to
and approved in writing by the Landlord by way of a licence deed and
in accordance with any requirements of the Landlord's insurers) the
erection of any new buildings on the Demised Premises or any part
thereof or any external or internal alterations or additions
whatsoever to the Demised Premises or to the heating apparatus
electrical installations or sprinkler system (if any) therein
PROVIDED that:
3.10.1 the Tenant may without such formal consent (i) erect maintain or
alter internal partitioning or other items of a non-structural
nature subject to the Tenant at the end or sooner determination of
the Term if so requested by the Landlord removing any such
partitions and other items and restoring the Demised Premises to
their former state and condition and (ii) while this Lease is vested
in the Tenant (here meaning Hugo International Limited only) effect
alterations to the electrical installation in accordance with any
relevant terms conditions and regulations of the Institution of
Electrical Engineers and the electricity supply authority subject to
the Tenant notifying the Landlord forthwith following such
alterations
3.10.2 the Tenant shall forthwith upon completion of any alteration
addition or erection notify the Landlord in writing of the value
thereof for insurance purposes and the Landlord shall not be liable
to effect insurance thereof in accordance with Clause 4.2 until
seven days after receipt by the Landlord of such notification
3.11 USE
Not to use or permit or suffer the Demised Premises to be used
otherwise than for business purposes within Class B.1 of the Town
and Country Planning (Use Classes)
<PAGE> 12
Order 1987 PROVIDED THAT such use shall throughout the term be first
approved by the Landlord (such approval not to be unreasonably
withheld)
3.12 NOT TO AFFIX SIGNS. ETC
3.12.1 Not to affix or exhibit or permit to be affixed or exhibited any
figure or letter advertisement poster placard nameplate or sign
(whether illuminated or not) whatsoever in to or upon the Demised
Premises or any part thereof which is visible from outside the
Demised Premises other than those whose size design and location has
previously been approved by the Landlord and such approval shall not
be unreasonably withheld
3.12.2 On the expiration or sooner determination of the Term (if required
by the Landlord) to remove or efface any such signboard or nameplate
as aforesaid
3.13 ALIENATION PROVISIONS
3.13.1 Save pursuant to a transaction permitted by and effected in
accordance with this Lease the Tenant will not:
(i) part with possession of the whole or any part of the
Demised Premises or
(ii) permit another to occupy the whole or any part of the
Demised Premises or
(iii) share the occupation of the whole or any part of the
Demised Premises or
(iv) hold the whole or any part of the Demised Premises on
trust for another
3.13.2 The Tenant will not assign underlet or mortgage part only of the
Demised Premises.
3.13.3 Subject to clauses 3.13.4 and 3.13.5 the Tenant will not assign or
mortgage the whole of the Demised Premises without the prior written
consent of the Landlord which will not be unreasonably withheld or
delayed
3.13.4 If any of the following circumstances (which are specified for the
purposes of the Landlord and Tenant Act 1927 section 19 (lA))
applies either at the date when application for consent to assign is
made to the Landlord or after that date but before the assignment
has taken place the Landlord may withhold or revoke its consent:
(i) any sum due from the Tenant under this Lease remains
unpaid or any other material breach of covenant by the
Tenant has not been remedied
<PAGE> 13
(ii) in the reasonable opinion of the Landlord the assignee
is not of sufficient financial standing to enable it to
comply with the tenant's covenants and conditions
contained in this Lease throughout the Term
(iii) the assignee is a company that is in the same group of
companies (within the meaning of the Landlord and Tenant
Act 1954 section 42) as the Tenant unless the assignee
company shall be of a similar or better financial
standing to that of the Tenant when this restriction
shall not apply
(iv) the assignee or any guarantor for the assignee (other
than any guarantor under an authorised guarantee
agreement) is resident in (or being a corporation is
registered in) a jurisdiction in which a court order
obtained in England and Wales will not be enforced
against the assignee or guarantor
but the Landlord may also withhold or revoke it consent in any other
circumstances where it would be reasonable to do so
3.13.5 The Landlord may impose any or all of the following conditions
(which are specified for the purposes of the Landlord and Tenant Act
1927 section 1 9(lA)) on giving any consent to an assignment by the
Tenant:
(i) before the earlier of any assignment or giving
occupation to the assignee the Tenant requesting consent
to assign (together with the assignee and any former
tenant who by virtue of the Landlord and Tenant
(Covenants) Act 1995 section 11 was not released on an
earlier assignment of this Lease) will enter into an
authorised guarantee agreement with the Landlord in the
terms set out in the Seventh Schedule or in terms from
time to time reasonably determined by the Landlord
(ii) if reasonably so required by the Landlord on an
assignment to a limited company the assignee will ensure
that at least two directors of the company or some other
guarantors acceptable to the Landlord enter into direct
covenants with the Landlord in the form of CLAUSE 6
(iii) if reasonably so required by the Landlord the assignee
will execute and deliver to the Landlord prior to the
assignment a rent deposit deed for such sum as the
Landlord may reasonably determine in such form as the
Landlord may reasonably require together with the
payment by way of cleared funds of the sum specified in
the rent deposit deed
(iv) the application for consent to the assignment must be
accompanied by:
(a) certified copies of the assignee's and (where
appropriate) any guarantor's audited accounts for each
of the three financial years immediately preceding the
date of the application for consent to the assignment
<PAGE> 14
(b) references from the assignee's and (where appropriate)
any guarantor's bankers confirming that the assignee and
(where appropriate) any guarantor are considered good
for the rents payable under this Lease and if the
assignee is a tenant of other premises a reference from
at least one of its landlords confirming that the
assignee has been a satisfactory tenant
(c) an undertaking from solicitors acting for the Tenant of
for the assignee to pay all costs disbursements and any
VAT thereon which may properly be incurred by the
Landlord in considering the application whether or not
consent is granted and in granting consent (if it is
granted)
(v) upon or before any assignment the Tenant will give to
the Landlord a copy of the health and safety file
required to be maintained under the CDM Regulations
containing full details of all works undertaken to the
Demised Premises by the Tenant
(vi) the assignment shall not take place until any necessary
consent of any superior landlord or mortgagee has been
obtained and any lawfully imposed condition of such
consent satisfied
but the Landlord may also impose any other condition which it would
be reasonable to impose
3.13.6 Not to underlet the whole of the Demised Premises without first
procuring:
(i) a direct covenant by the undertenant with the Landlord
to perform and observe (while bound by the tenant
covenants in the underlease) all of the tenant covenants
and the other provisions in this Lease (other than the
payment of the rents) and in the proposed underlease
(ii) if the Landlord reasonably so requires an acceptable
surety who will execute and deliver to the Landlord a
deed containing direct covenants with the landlord in
the terms contained in CLAUSE 6 (mutatis mutandis) or in
such terms as the Landlord reasonably requires
(iii) the written consent of the Landlord (which will not be
unreasonably withheld) and (where necessary) of any
mortgagee
(iv) that any underlease to be granted under this Lease
shall:
(a) be granted without fine or premium and at a rent not
less than the higher of the Basic Rent and the highest
annual rent reasonably obtainable for the Demised
Premises at the time of such underlease
<PAGE> 15
(b) contain (where the term of such underlease extends
beyond a Date of Review) provisions for rent review
consistent in all respect with the terms set out in the
FOURTH SCHEDULE
(c) contain a condition for re-entry on breach of the
underlease by the undertenant
(d) contain restrictions no less stringent than those in
this Lease as to assignment mortgaging charging parting
with possession or sharing occupation of the Demised
Premises provision for registration with the Landlord
and an absolute prohibition against underletting
(e) contain a covenant by the undertenant with the Tenant to
perform and observe all the tenant covenants and the
other provisions contained in this Lease (other than the
payment of the rents)
(f) contain a covenant by the undertenant with the Tenant
not to do anything inconsistent with or in breach of
this Lease
(v) that any underlease is excluded from the provisions of
Sections 24 to 28 (inclusive) of the Landlord and Tenant
Act 1954 (as amended by Section 5 of the Law of Property
Act 1969)
3.13.7 (i) The Tenant will enforce the performance and observance
by every undertenant of the covenants provisions and
conditions of any underlease and will not at any time
either expressly or by implication waive any breach
(ii) The Tenant will not vary the terms of any underlease or
agree so to do without the prior written consent of the
Landlord (such consent not to be unreasonably withheld)
(iii) The Tenant will ensure that the rents reserved by any
underlease shall not be commuted or payable more than
one quarter in advance and will not permit the reduction
of any rents reserved by any underlease
(iv) The Tenant will ensure that in any underlease the rent
is reviewed in accordance with its terms and will not
agree with the undertenant any reviewed rent or any rent
payable on any renewal without the prior written consent
of the Landlord (such consent not to be unreasonably
withheld) and further that if the rent under any
underlease is to be determined by an independent person
the Tenant will permit the Landlord to make
representations as to the rent payable to that
independent person
3.13.8 Any consent granted pursuant to this Lease shall only be valid for a
period of three months from the date thereof unless it is acted upon
within such period
<PAGE> 16
3.13.9 The Tenant will when application is made to the Landlord for consent
furnish the Landlord with full written details setting out in the
case of an assignment all the terms and conditions and in the case
of an underletting the annual rent and the service charge (if any)
and other payments to be made by the intended undertenant
3.13.10 Within one month after completion thereof the Tenant will give
notice of and to send to the Landlord or its solicitors certified
copies of all assignments transfers mortgages charges underleases
tenancy agreements probates of wills letters of administration
assets and other dispositions of the Demised Premises or any estate
or interest in them howsoever remote or inferior and the Tenant will
pay the Landlord's or its solicitors' proper fees of not less than
pound sterling 25 for the registration of every such document
3.13.11 Nothing in this Clause 3.13 shall prevent the Tenant with the
consent in writing of the Landlord (which consent shall not be
unreasonably withheld) from sharing possession of the whole or any
part or parts of the demised premises with any company which is for
the time being a member of the same group as the Tenant (within the
meaning of Section 42 of the Landlord and Tenant Act 1954 as
amended) PROVIDED THAT:
(i) no relationship of landlord and tenant shall be created
between such company and the Tenant
(ii) such company shall not be permitted to have exclusive
occupation of any part of the Demised Premises
3.14 PROVISIONS CONCERNING INSURANCE
3.14.1 Not to do or omit or suffer to be done or omitted any act or thing
whatsoever which may render void or voidable or otherwise prejudice
any policy for the insurance of the Demised Premises or any part
thereof or of the Landlord's fixtures and fittings therein or of any
adjoining or neighbouring property (whether or not part of the
Estate)
3.14.2 To reimburse to the Landlord on demand any expenses incurred by the
Landlord in the renewal of any such policy or policies rendered
necessary by a breach of the Tenant's obligations under Clause 3.14.
3.14.3 If any such act or omission by the Tenant or any use to which Tenant
may put the Demised Premises results in an increase in the rate of
premium or loading for the insurance of the Demised Premises or of
any adjoining property (whether or not part of the Estate) the
Tenant shall be bound to reimburse to the Landlord all such increase
or loading
3.14.4 If the Demised Premises or any part thereof or any adjoining or
neighbouring property of the Landlord (whether or not part of the
Estate) or any part thereof is damaged or destroyed by any of the
Insured Risks at any time during the Term and the insurance
<PAGE> 17
money under any insurance thereof effected by the Landlord is wholly
or partly irrecoverable by reason solely or in part of any act
neglect or default of the Tenant its lessees agents servants or
visitors then and in every such case the Tenant will forthwith pay
to the Landlord the whole or a fair proportion of the cost
(including professional or other fees) of completely rebuilding
reinstating or repairing the Demised Premises or such adjoining or
neighbouring property
3.14.5 If at any time the Tenant is entitled to the benefit of any
insurance on the Demised Premises then to apply all monies received
by virtue of such insurance in making good with all speed the loss
or damage in respect of which the same shall have been received
3.15 COMPLIANCE WITH PLANNING LAWS
In relation to the Planning Acts:
3.15.1 not to do or omit or permit to be done or omitted anything on or in
connection with the Demised Premises the doing or omission of which
shall be a contravention of the Planning Acts and to indemnify the
Landlord against all actions proceedings damages penalties costs
charges claims and demands in respect of such acts and omissions
3.15.2 not to make any application to the local planning or other authority
for consent under the Planning Acts without the prior written
consent of the Landlord and to indemnify the Landlord against the
costs of any application for planning permission and the works and
things done in pursuance thereof
3.15.3 If the Landlord gives written consent to any of the matters in
respect of which the consent of the Landlord shall be required under
the provisions of Clause 3.10 and 3.12 above or otherwise and if
permission from any authority under the Planning Acts is necessary
for such matters to apply at the cost of the Tenant to the local
planning authorities for all licences consents and permissions which
may be required and to give notice to the Landlord of the grant or
refusal (as the case may be) of all such licences consents and
permissions together with a copy thereof forthwith on the receipt
thereof
3.15.4 If the licence consent or permission is granted only with
modifications or subject to conditions not to accept such
modifications or conditions without the consent in writing of the
Landlord and to give the Landlord forthwith full particulars of such
modifications or conditions and if such modifications or conditions
shall in the opinion of the Landlord be undesirable then the Tenant
shall at the request of the Landlord withdraw its application
3.15.5 Unless the Landlord shall otherwise direct to carry out before the
expiration or sooner determination of the Term any works stipulated
to be carried out to the Demised
<PAGE> 18
Premises by a date subsequent to such expiration or sooner
determination as a condition of any planning permission which may
have been granted during the Term
3.15.6 Not to serve any purchase notice under the Planning Acts requiring
any local or other authority to purchase the Tenant's interest in
the Term without first offering to surrender this Lease to the
Landlord at the price which might reasonably be expected to be
obtained from the local or other authority pursuant to such purchase
notice such price in the absence of agreement between the parties to
be referred to the decision of an independent surveyor (who shall
act as an expert and not as an arbitrator) nominated on the
application of either party by the President for the time being of
the Royal Institution of Chartered Surveyors
3.15.7 If the Tenant shall receive or shall have been entitled to receive
any compensation with respect of its interest hereunder because of
any restriction placed upon the use of the Demised Premises under or
by virtue of the Planning Acts then if and when the Tenant's
interest hereunder shall be determined however that event may occur
the Tenant shall forthwith make such provision as is just and
equitable for the Landlord to receive its due benefit from such
compensation
3.15.8 If and when called upon so to do to produce to the Landlord all such
plans documents and other evidence as the Landlord may reasonably
require in order to satisfy the Landlord that the provisions of this
Clause 3.15 have been complied with in all respects
3.16 NOT TO OBSTRUCT WINDOWS, ETC.
3.16.1 Not to stop up darken or obstruct or suffer to be stopped up
darkened or obstructed any of the windows lights or ventilators
belonging to the Demised Premises nor to permit any easement or
right belonging to or used with the Demised Premises to be
obstructed or lost
3.16.2 Not knowingly to permit or suffer any encroachment upon the Demised
Premises or the acquisition of any new right to light passage
drainage or other easement on under or over the Demised Premises or
any part thereof and in case any encroachment or easement whatsoever
shall be made or acquired or threatened to be made or acquired by
any person or persons whomsoever forthwith to give notice thereof in
writing to the Landlord and at the cost of the Tenant to adopt all
such means and take such actions as may be reasonably required by
the Landlord for preventing any such encroachment or the acquisition
of any such easement failing which it shall be lawful for the
Landlord and its employees agents and workmen to enter upon the
Demised Premises and to do the same and the costs incurred by the
Landlord in so doing shall be paid by the Tenant to the Landlord on
demand
<PAGE> 19
3.17 NOT TO CAUSE NUISANCE
3.17.1 Not to keep or deposit or permit or suffer to be kept or deposited
on the Demised Premises any goods or materials of a dangerous
combustible or explosive nature nor any materials of any nature the
keeping of which may contravene a statute or order or local
regulation or bye-law
3.17.2 Not to do or permit or suffer to be done on the Demised Premises or
any part thereof or on the Parking Spaces or the Common Parts
anything which shall be or tend to be or cause a nuisance damage
annoyance disturbance or inconvenience to the Landlord or the owners
lessees or occupiers of any adjoining or neighbouring premises
(whether or not part of the Estate)
3.17.3 From time to time during the term to pay all costs charges and
expenses incurred by the Landlord in abating a nuisance caused by
the Tenant its servants agents or visitors on the Demised Premises
or on any other part of the Estate whether or not in pursuance of a
notice served by any local or other authority
3.17.4 Not to deposit or permit or suffer to be deposited on any part of
the Demised Premises (except in receptacles approved by the
Landlord) or on any of the Common Parts any rubbish or refuse
3.17.5 To comply with all such reasonable regulations as the Landlord shall
from time to time make under the powers reserved to it by paragraph
8 of the Third Schedule hereto
3.17.6 Not to install or suffer to be installed in the Demised Premises any
machinery which shall be noisy or which may cause dangerous
vibration or be a nuisance to the Landlord owners lessees or
occupiers of adjoining or neighbouring premises and not to impose
upon the roof or the walls or the floor of the Demised Premises any
strain in excess of that which they are designed to bear with due
margin for safety
3.17.7 Not to hang exhibit place put store deposit or expose outside any
part of the buildings comprised in or including the Demised Premises
or on or about the Common Parts any goods articles or things for
sale hire rent or otherwise and not to permit or suffer any of the
aforesaid things to be done
3.17.8 Not to commit or permit or suffer to be committed any waste whether
permissive voluntary or ameliorating in or upon the Demised Premises
3.17.9 Not to allow to pass into or through the conducting media serving
the Demised Premises any noxious noisome or deleterious effluent or
other substance which may cause an obstruction to or injure the
conducting media (and in the event of any such obstruction or injury
forthwith to make good such damage to the reasonable
<PAGE> 20
satisfaction of the Landlord's surveyor) nor to discharge or allow
to be discharged therein any fluid or substance of a poisonous or
noxious nature which might eventually be deposited therefrom into
the water of any stream river or otherwise so as to cause pollution
or change the composition thereof and the Tenant shall employ such
plant as may be reasonably required by the Landlord or by any
competent authority for treating any deleterious effluent or
pollutant before permitting the same to pass into the sewers drains
or watercourses serving the Estate or any part thereof
3.17.10 Not to hold or permit any sale by auction to be held upon the
Demised Premises or any part thereof nor to use or permit or suffer
the Demised Premises or any part thereof nor to use or permit or
suffer the Demised Premises or any part thereof to be used as a
dwelling place or for sleeping therein or as a betting office or
amusement arcade or otherwise in connection with gambling or gaming
for monetary or other prizes or as a sex shop or for the sale of
alcohol or for any public meeting nor to carry on or use or permit
the Demised Premises or any part thereof to be used for any noisome
offensive or dangerous trade manufacture business or occupation or
for any illegal or immoral purpose
3.17.11 Not to bring or keep or suffer to be brought or kept upon the
Demised Premises anything which in the opinion of the Landlord is or
may become unclean unsightly or detrimental to the Demised Premises
or to the general amenity of the Estate
3.17.12 To preserve and maintain all trees (if any) upon the Demised
Premises
3.17.13 To ensure that the Demised Premises are adequately ventilated at all
times due regard being had to the nature of the Tenant's occupation
and use thereof
3.18 CONTROL OF PARKING AND LOADING ON COMMON PARTS, ETC.
3.18.1 Not to park or permit to be parked any vehicle of the Tenant its
servants agents visitors suppliers or contractors on the Common
Parts and not to cause or permit or suffer any obstruction or damage
thereto
3.18.2 To ensure that all goods arriving at or despatched from the Demised
Premises shall be loaded or unloaded as the case may be within the
loading bays in such a way that no obstruction of access to any
adjoining or adjacent premises is caused and that the Common Parts
are kept clear at all times
3.18.3 To ensure that all vehicles of the Tenant its servants agents
visitors suppliers and contractors entering and leaving the
Development do so only at the vehicular access points constructed
for that purpose
<PAGE> 21
3.18.4 Not to use the Parking Spaces for any purpose other than the parking
on each space of one private motor car or light commercial vehicle
of the Tenant its employees visitors or agents
3.18.5 To keep the Parking Spaces in a clean and tidy condition and free
from oil waste and offensive matter or things whatsoever
3.19 LANDLORD'S COSTS
To pay to the Landlord on demand all reasonable costs and expenses
(including legal costs stamp duty on any consents licences or
duplicates bailiffs' fees and fees payable to a surveyor and any
value added tax thereon) which may be properly incurred by the
Landlord of and incidental to and or in contemplation of:
3.19.1 The preparation and service of any notice or of any proceedings
under Section 146 and 147 of the Law of Property Act 1925
(notwithstanding that forfeiture is avoided otherwise than by relief
granted by the Court); and
3.19.2 The preparation and service of a Schedule of dilapidations during or
upon the determination of the Term; and
3.19.3 The recovery of arrears of rent or any other sums payable hereunder
and proceedings in connection therewith; and
3.19.4 The grant or refusal of consent upon any application by the Tenant
pursuant to the provisions of this Lease (including cases where the
application is withdrawn)
3.19.5 Any valuation of the Demised Premises for the purpose of
ascertaining the reinstatement cost thereof from time to time for
insurance purposes
3.20 INDEMNITY TO LANDLORD
To keep the Landlord fully and effectually indemnified from and
against all expenses proceedings costs claims damages demands and
any other liability whatsoever either:-
3.20.1 In respect of any injury to or death of any person or damage to
property (real or personal) the infringement disturbance or
destruction of any right easement or privilege arising -directly or
indirectly out of:
(i) The state of repair and condition of the Demised
Premises any alteration thereto or the user thereof or
work carried out or in the course of being carried out
to the Demised Premises
<PAGE> 22
(ii) Anything now or hereafter attached to or projecting from
the Demised Premises
(iii) Any matters arising out of or in resect of the
provisions of Section 4 of the Defective Premises Act
1972 or any statutory modification or re-enactment
thereof for the time being in force (so far as such
matters are not the direct responsibility of the
Landlord under the terms of this Lease); or
3.20.2 In respect of the breach by the Tenant of any of its obligations
under this Lease or
3.20.3 In respect of any act by the Tenant or other occupier for the time
being of the Demised Premises or any agent servant employee licensee
or invitee of the Tenant or other the occupier for the time being of
the Demised Premises
3.21 RELETTING VIEWING, ETC.
To permit the Landlord and its surveyors or agents or others having
authority from the Landlord at any time and upon reasonable prior
notice during the six months preceding the determination of the Term
whether by effluxion of time or otherwise and at any time during the
Term in relation to the Landlord's reversionary interest in the
Demised Premises to enter upon the Demised Premises and to put out
and maintain without interference such "To Let" and "For Sale"
boards upon the Demised Premises and to permit persons with written
authority from the Landlord or his agents to view the Demised
Premises at reasonable times in the daytime
3.22 MAKING GOOD BREACH OF COVENANT
In relation to any breach of any of the covenants on the part Tenant
herein contained immediately upon notice in writing from the
Landlord requiring it so to do to remedy the breach and make good
and restore the Demised Premises to the state and condition thereof
before the breach by the Tenant as directed by the Landlord and if
the Tenant shall neglect to do so for seven days after such notice
it shall be lawful for the Landlord his servants agents and workmen
to enter upon the Demised Premises to remedy the breach and to make
good and restore the same to the state and condition existing before
the breach and all expenses of so doing including surveyors'
architects; and legal fees shall be repaid to the Landlord by the
Tenant on demand
3.23 APPLICATION TO LANDLORDS AGENT
Where the consent of the Landlord is required hereunder for any
matter or thing to make application for such consent to the
Landlord's Agent or as the Landlord's Agent may direct
<PAGE> 23
3.24 TO YIELD UP
At the expiration or sooner determination of the Term peaceably and
in good repair and condition in accordance with the Tenant's
covenants to surrender and yield up the Demised Premises to the
Landlord together with all fixtures and additions (other than trade
or tenant's fixtures which may be removed subject to the Tenant
making good all damage caused by such removal to the satisfaction of
the Landlord) AND (if so required by the Landlord at the Tenant's
own expense) to reinstate the Demised Premises to the satisfaction
of the Landlord to the condition existing before any alterations
additions or erections were carried out pursuant to Clause 3.10.1
the Tenant forthwith and in proper and workmanlike manner making
good all damage occasioned thereby
3.25 NOTICE OF DEATH
Within 21 days of the death during the Term of any person who has or
shall have guaranteed to the Landlord the payment of the rents
hereinbefore reserved and the covenants conditions and agreements
herein contained and on the Tenant's part to be observed and
performed to give notice thereof in writing to the Landlord and if
so required by the Landlord at the Tenant's expense in all respects
to procure some other person acceptable to the Landlord to execute a
guarantee in the same form as is herein contained PROVIDED ALWAYS
that if the Tenant shall be a company of which such deceased
guarantor was a director the Landlord may require some other
director of such Company (including such person (if any) as may be
appointed to fill the place of such deceased director) to execute
such guarantee as aforesaid
3.26 COMPLIANCE WITH FREEHOLD COVENANTS
To observe and perform at all times during the Term the covenants
conditions exceptions reservation declarations agreements and
stipulations and all other matters contained or referred to in the
property and charges registers of title No BK 248793 so far as the
same relate to the Demised Premises
4. LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant to observe and perform
the following conditions and obligations:-
4.1 QUIET ENJOYMENT
That the Tenant paying the rents hereby reserved and performing and
observing the covenants on the part of the Tenant and the conditions
and agreements herein contained shall peaceably hold and enjoy the
Demised Premises during the Term without any
<PAGE> 24
Interruption by the Landlord or any person rightfully claiming under
or in trust for the Landlord
4.2 INSURANCE
If and so long as and to the extent that the Tenant shall pay the
amount or amounts payable by way of additional rent under Clause 2.2
hereof as aforesaid to insure and (unless the insurance so effected
shall become void or voidable through or by reason of any act
neglect or default of the Tenants or of the servants agents or
visitors of the Tenant) to keep insured in the name of the Landlord
the Demised Premises and all buildings erections and Landlord's
fixtures (including boilers and pipes) of an insurable nature which
at any time during the Term may be erected or placed upon or affixed
to the Demised Premises against loss or damage by fire lightning
thunderbolt explosion aircraft (other than hostile) aerial devices
or articles dropped therefrom earthquake flood storm tempest or
damage by impact of vehicles bursting or overflowing of water tanks
apparatus or pipes riot civil commotion and malicious damage to
underground water and gas pipes or electricity cables property
owners liability and damage to plate glass windows and such other
risks as the Landlord shall from time to time consider necessary in
an insurance company or underwriters of repute in such sum as in the
Landlord's opinion represents the full reinstatement value thereof
from time to time throughout the Term (Provided that such value
shall not be less than the sum which the Tenant (by notice in
writing to the Landlord) may from time to time require) together
with architect's surveyors' and engineers' fees (based on such value
and at the respective professional scales of charge (if any) from
time to time in force) demolition and clearing costs together with
insurance against loss of the Principal Rent for a period not
exceeding three years having regard to potential increases of rent
in accordance with the rent review provisions contained in this
Lease AND in case of destruction or damage by any of the Insured
Risks subject to all requisite consents permissions and licences
being obtained and unrevoked unless payment of any monies under any
policy of insurance shall be refused either in whole or in part by
reason of any act neglect or default of the Tenant or of the
servants agents or visitors of the Tenant to apply all policy monies
received under -or by virtue of any such insurance as aforesaid
(other than money received in respect of insurance against loss of
rent) in repairing or reinstating the Demised Premises with all
reasonable speed PROVIDED THAT such obligation to repair or
reinstate the Demised Premises shall be deemed to have been complied
with if such works are carried out using -materials of a similar or
improved quality type of specification and/or making such
modifications or changes in the design layout specifications or
otherwise of the Demised Premises as shall in the Landlord's opinion
be reasonably necessary to comply with any Act or Acts of Parliament
for the time being in force or any instrument regulation or order
made thereunder
<PAGE> 25
4.3 SERVICES
Subject to the Tenant paying the Service Rent at the times and in
the manner specified to use its reasonable endeavours and in
accordance with the principles of good estate management to carry
out or procure the carrying out of the Services Provided
nevertheless that the Landlord shall not be liable for any loss or
damage to the Tenant on account of any delay or stoppage in
connection with the performance or observance of such obligations or
for any omission to perform the same due to any cause or
circumstances not within the Landlord's control but the Landlord
shall take all practicable steps to remedy and make good the same as
soon as reasonably possible after notification thereof
5. PROVISOS
PROVIDED ALWAYS and IT IS HEREBY AGREED AND DECLARED and these
presents are made upon the express condition that:-
5.1 FORFEITURE
If the said rents or any part thereof shall be unpaid for 21 days
after any of the days hereinbefore appointed for payment thereof
(whether the same shall have been formally demanded or not) or if
the Tenant while the Demised Premises or any part thereof remain
vested in it (being a company) shall be wound up compulsorily or
voluntarily (except for a reconstruction or amalgamation previously
approved in writing by the Landlord such approval not to be
unreasonably withheld) or shall have a Receiver appointed or (being
an individual or if more than one individual then any one of them)
shall become bankrupt or shall have a Receiving Order made or shall
make any assignment for the benefit of creditors or make any
arrangements with creditors for the liquidation of debts by
composition or otherwise or shall suffer any distress or execution
to be levied on the Tenant's goods (which is not paid out within 21
days) or if any covenant on the Tenant's part herein contained shall
not be performed or observed then and in any of the said cases -and
thenceforth it shall be lawful for the Landlord or any person or
persons duly authorised by the Landlord in that behalf at any time
thereafter to re-enter the Demised Premises or any part thereof in
the name of the whole and thereupon this demise shall absolutely
determine without prejudice to any right of action or remedy of
either party in respect of any antecedent breach of any of the
covenants by the other party herein contained
5.2 NON-WAIVER OF BREACH OF COVENANT
No acceptance of or demand or receipt for rent by the Landlord his
bankers or agents after knowledge or notice received by the Landlord
or his agents of any breach of the Tenant's covenants herein
contained or implied shall operate as a waiver in whole or in part
of any such breach or of any of the Landlord's rights of forfeiture
or re-entry in
<PAGE> 26
respect thereof but that any such breach shall for all the purposes
of these presents be a continuing breach of covenant so long as such
breach shall be subsisting and so that no person taking any estate
or interest under the Tenant shall be entitled to set up any such
acceptance of or demand or receipt for rent as a defence in any
action or proceedings by the Landlord
5.3 INTEREST ON ARREARS
If the rents or any other sums hereby reserved or made payable or
any part thereof shall not be discharged on the date when they
become payable (whether formally demanded or not) then in addition
and without prejudice to the right of re-entry in paragraph 5.1. of
this Clause or to any other remedy herein contained or by law vested
in the Landlord the Landlord shall be entitled to charge interest on
the unpaid rent or other sum or sums (as the case may be) from the
date on which it becomes due to the date on which the arrears are
paid in full or until the date on which re-entry is effected (as the
case may be) on a day to day basis and compounded on the usual
quarter days at a rate 4 per cent per annum above the base lending
rate of National Westminster Bank P.L.C. for the time being in force
(or above any rates which may replace the same)
5.4 RECOVERY OF SUMS DUE
In the event of the non-payment by the Tenant to the Landlord of any
moneys due to the Landlord hereunder on the day due for payment such
moneys shall be recoverable by the Landlord as rent in arrear
5.5 LANDLORD'S RIGHT TO BUILD, ETC
The Landlord shall have the full and free right to deal in any
manner with any premises property or land adjoining adjacent or
neighbouring to the Demised Premises (whether on the Estate or not)
or to erect or suffer to be erected upon such adjoining adjacent or
neighbouring premises property or land any buildings whatsoever
whether such buildings shall or shall not affect or diminish the
light or air which may now or at any time during the Term be enjoyed
by the Tenant or other the occupier of the Demised Premises and -in
particular but without prejudice to the generality of the foregoing
the Landlord shall in no way be restricted or bound by the plot
scheme or layout of the Estate which may be shown on any plans at
any time prepared with regard thereto
5.6 AGAINST ACQUISITION OF EASEMENT, ETC
The Tenant shall not be or become entitled to any right of light or
air to the Demised Premises or to any other right easement or
quasi-easement whatsoever (other than those expressly hereby
granted) which would or might restrict or interfere with the use for
building or any other purposes of any adjoining or neighbouring land
of the Landlord (whether or not forming part of the Estate)
<PAGE> 27
5.7 SERVICE OF NOTICES
In addition to any other prescribed mode of services any notice
required to be served hereunder shall be validly served if served in
accordance with Section 196 of the Law of Property Act 1925 (as
amended by the Recorded Delivery Services Act 1962) or (in the case
of the Tenant) if left addressed to it (or if there be more that one
then to any one of them) on the Demised Premises or sent to it him
or any of them by post or left at the last known address or
addresses of it him or any of them in England
5.8 CONCERNING USER
Nothing in this Lease shall be deemed to constitute a warranty by
the Landlord that the Demised Premises or any part thereof are
authorised for use under the Planning Acts for any specific purpose
or that the same are fit or useable or authorised for any purpose or
in any other manner or way
5.9 MANAGEMENT OF COMMON PARTS
The Common Parts shall at all times be subject to the exclusive
control and management of the Landlord who shall be entitled to
alter stop up diver or otherwise use any part thereof leaving
available for use by the Tenant reasonable means of enjoyment
thereof
5.10 RENT ABATEMENT
If at any time or times during the term the Demised Premises or any
part thereof shall be destroyed or damaged by any of the Insured
Risks so as to be unfit for occupation and use in manner hereby
authorised and the policy or policies of insurance effected by the
Landlord shall not have been vitiated or payment of the policy
monies refused in Whole or in part in consequence of any act neglect
or default of the Tenant or of its lessees or of its or their
respective servants agents or visitors the Principal Rent or a fair
proportion thereof according to the nature and extent of the damage
sustained shall be suspended until the Demised Premises shall have
again been rendered fit for occupation and use in manner aforesaid
by the Tenant or until the expiration of a period of three years
from the date of such destruction or damage (whichever shall be the
earlier) and in the case of dispute as to the proportion or period
of such abatement the same shall be determined by same independent
competent person acting as an arbitrator and appointed upon the
application of either party by the President for the time being of
the Royal Institution of Chartered Surveyors and the provisions of
the Arbitration Act 1996 or any other statutory provision for the
time being in force shall apply thereto
<PAGE> 28
5.11 DISPUTES
Any dispute arising as between the Tenant and the lessees tenants or
occupiers of adjoining or neighbouring premises belonging to the
Landlord relating to any easement right or privilege in connection
with the Demised Premises or relating to the party or other walls of
the Demised Premises or as to the amount of any contribution towards
the expenses of works to services used in common shall be referred
to the Landlord whose decision shall be binding upon all parties to
the dispute
5.12 COMPENSATION
Subject to the provisions of Section 38(2) of the Landlord and
Tenant Act 1954 (as amended by the Law of Property Act 1969) neither
the Tenant nor any assignee or under lessee shall be entitled on
quitting the demised premises to any compensation under Section 37
of the said Landlord and tenant Act
5.13 PARTY WALLS
The walls dividing the Demised Premises form adjoining premises
comprised within the Development are party walls within the meaning
of Section 38 of the Law of Property Act 1925 and shall be
maintained and repaired accordingly
5.14 DISPOSAL OF LANDLORDS INTEREST
The Landlord shall not be liable to the Tenant for any breach
non-performance or nonobservance of the Landlord's covenants or the
conditions provisions agreements and declarations contained
hereinafter after the Landlord shall have disposed of the Landlord's
interest in the demised premises
5.15 SCHEDULE OF DILAPIDATIONS
In respect of the Schedule of Dilapidations relating to the Demised
Premises dated October 1998 and served upon the Tenant with Messrs
Trowers & Hamlins' letter of 26th October 1998:
5.15.1 the Tenant shall be under no obligation to remove the mezzanine
floors referred to in such notice and the same shall upon the
execution of this Lease become (at least as between the Landlord and
the Tenant) Landlord's fixtures and fittings and the said mezzanine
floors shall be taken into account in determining the Reviewed Rent
pursuant to the Fourth Schedule to this Lease; and
5.15.2 unless the Landlord and the Tenant shall otherwise agree all other
items of dilapidations mentioned on such notice save for those
listed below shall be remedied by the Tenant within 6 months of the
date of this Lease:
<PAGE> 29
(i) removal of Tenant's signage to car parking areas;
(ii) removal of aerial and coaxial cabling;
(iii) removal of Tenant's signage and associated electrical
floodlights; and
(iv) removal of telecommunications cabling
5.16 WHOLE AGREEMENT
This Lease is the complete and exclusive statement of the Agreement
between the Landlord and Tenant relating to the Demised Premises and
supercedes all previous communications representations and
arrangements written or oral between the Landlord and the Tenant
6. SURETY'S COVENANT
The Surety (in consideration of this demise made at the request of
the Surety) hereby covenants with the Landlord that:
6.1 The Tenant will pay the rents reserved and discharge the other
obligations of the Tenant under this Lease whether before or after
any disclaimer of the Lease
6.2 If a trustee in bankruptcy of the Tenant or a liquidator of the
Tenant (as the case maybe) disclaims this Lease or if it is
forfeited or if this Lease vests as bona vacantia then the Landlord
may within three months after such disclaimer or forfeiture or
vesting by written notice require the Surety to take a lease of the
Demised Premises for a term equal to the residue of the term granted
by this Lease immediately before such disclaimer or forfeiture or
vesting and on the same terms as this Lease (such lease to take
effect from the date of such disclaimer or forfeiture or vesting at
rents corresponding with those payable under this Lease in respect
of the period immediately before such disclaimer or forfeiture or
vesting but subject to review at the same times as those at which
reviews would have occurred had this Lease remained in existence)
and the Surety will take up such lease and execute and deliver to
the Landlord a counterpart of it and will pay the Landlord's proper
costs and expenses of and incidental to its grant
6.3 If the Landlord does not require the Surety to take a lease of the
Demised Premises pursuant to clause 6.2 the Surety will nevertheless
upon demand pay to the Landlord a sum equal to the rents and other
payments that would have been payable under this Lease but for the
disclaimer or forfeiture or vesting or until the earlier of (a) the
date 6 months after the date of disclaimer or forfeiture or vesting
or (b) the date on which the Demised Premises are relet
<PAGE> 30
6.4 Anything done omitted or agreed by the Tenant is done omitted or
agreed with the concurrence of the Surety
6.5 The Surety will not be entitled to participate in any security held
by the Landlord in respect of the Tenant's obligations to the
Landlord under the Lease until the obligations on the part of the
Surety or of the Tenant under the Lease have been performed or
discharged
6.6 The Surety will not be released or discharged by time or indulgence
being given to or any arrangement or alteration of terms being made
with the Tenant or any other person or by -any release or dealing by
the Landlord or by any act omission or thing whatsoever whether with
or without the express or implied consent of the Surety whereby the
Surety as a surety only might have been released or discharged
6.7 The Surety will be liable to the Landlord as sole or principal
debtor or covenant or for the Tenant's obligations in this Lease:
6.7.1 while the Tenant is bound by the tenant covenants in this Lease and
6.7.2 for any period during which the Tenant is liable under an authorised
guarantee agreement entered into by the Tenant with the Landlord
pursuant to clause 3.13
6.8 The provisions of this clause 6 are for the benefit of the Landlord
and its successors in title without the need for any express
assignment
7. NEW LEASE
This Lease is a new tenancy for the purpose of Section 1 of the
Landlord and Tenant -(Covenants) Act 1995
8. BREAK OPTION
8.1 If the Tenant wishes to determine the Term on the 25 December 2003
25 December 2008 25 December 2012 and 25 December 2018 ("THE BREAK
DATE") and gives to the Landlord not less than six months' prior
written notice to that effect and provided that if the Tenant has
served the notice the Tenant has up to and including the Break Date
(i) paid the rents (ii) performed and observed the covenants on its
part and the conditions contained in this Lease (iii) pays to the
Landlord nine months rent at the rate passing under this Lease at
the time of service of the said notice and (iv) on the Break Date
gives to the Landlord full vacant possession of the Demised Premises
in accordance with its covenants contained in this Lease then this
Lease shall cease and determine on the Break Date but without
prejudice to any claim by the Landlord against the Tenant in respect
of any antecedent breach of any covenant or condition contained in
this Lease
<PAGE> 31
8.2 If any other person other than the Tenant shall:-
8.2.1 apply to the court for relief against forfeiture; or
8.2.2 obtain relief against forfeiture; or
8.2.3 apply to the Court for an Order vesting the Lease dated 5th January
1988 made in respect of the Demised Premises
within 6 months of the date of this Lease then the Tenant may upon
giving written notice to the Landlord determine the Term without
liability on the part of the Tenant save for any non-payment by the
Tenant of any of the rents reserved by this Lease in respect of the
period prior to the service of such notice and upon service of such
notice this Lease shall cease and determine save for the provisions
of this clause and the Landlord will reimburse the Tenant for all
reasonable and proper legal costs incurred by the Tenant in the
taking of this Lease
9. STAMP DUTY CERTIFICATE
The Landlord and the Tenant certify that there is no agreement for
Lease (or talk) to which this Lease (or talk) gives effect
IN WITNESS whereof the Landlord and the Tenant have caused their respective
Common Seals to be hereunto affixed and the Surety has hereunto set his hand and
seal the day and year first before written
THE FIRST SCHEDULE
PART 1: THE DEMISED PREMISES
ALL THAT the land situate at Park Village Langley Business Park Station Road
Langley Berkshire which land is shown edged red on the Plan Together with the
buildings from time to time erected thereon or on some part thereof and known as
Cookham House Park Village TOGETHER WITH the Landlord's fixtures and fittings
and the Service Media exclusively serving the same and including (but not
limited to):-
(a) the walls enclosing and within the same but in the case of any wall
dividing the same from any adjoining premises one half of such wall
severed vertically and
(b) the floors and foundations thereof and
(c) the roof or roofs covering the same and
<PAGE> 32
(d) the porch forming part of the same
THE SECOND SCHEDULE
RIGHTS AND EASEMENTS GRANTED TO THE TENANT
1. To pass and repass with or without vehicles (i) over the estate road
leading from Station Road Langley to the Estate and (ii) over the
forecourt and service areas within the Estate and on foot only over the
footpaths now or at any time hereafter during the Term constructed on
the Estate for the purpose of access to or egress from the Demised
Premises and the Parking Spaces PROVIDED ALWAYS AND IT IS HEREBY AGREED
AND DECLARED that if at any time during the Term and in its absolute
discretion the Landlord shall desire to alter stop up or re-route the
said forecourt service areas or footpaths or any part or parts thereof
the Landlord shall have full right and liberty so to do but at its own
expense and subject to the Landlord leaving available for use at all
times by the Tenant reasonable uninterrupted and adequate means of
access to the Demised Premises the position of such access (except in
case of emergency) being previously notified in writing to the Tenant
by the Landlord or his agents
2. The free passage of water soil electricity gas telephone and other
services to and from the Demised Premises through the Service Media now
or at any time during the said Term serving the Demised Premises
3. A right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other premises of the Estate
4. The exclusive right to use the Parking Spaces in accordance with the
provisions of Clause 3.18 hereof
THIRD SCHEDULE
EXCEPTIONS AND RESERVATIONS
1. The free and passage and running of water soil gas electricity and
other services from and to other parts of the Estate or any adjoining
adjacent or neighbouring premises property or land which may now or
hereafter during the Term belong to the Landlord through the Service
Media which are now or may at any time during the Term be upon over
through or under the Demised Premises with the right to construct and
maintain new services and to connect up to the Service Media
2. A right of support and protection for any adjoining or neighbouring
land and buildings of the Landlord
<PAGE> 33
3. The right to enter (after reasonable notice except in case of
emergency) upon the Demised premises at all reasonable times for the
purpose of constructing and laying new Services or Service Media for
the benefit of other parts of the Estate or of any such adjoining
adjacent or neighbouring premises property or land and making
connections to inspecting repairing cleansing maintaining altering
replacing relaying or renewing any Service Media the person or persons
exercising such right making good to the reasonable satisfaction of the
Tenant all damage to the Demised Premises thereby occasioned
4. The full right to execute works and repairs and to make erections upon
or to erect rebuild or alter other premises within the Estate
notwithstanding that the access of light and air to the Demised
Premises may thereby be affected or diminished
5. The right to affix and retain on the exterior of the Demised Premises
and run wires and cables thereto such lamps and other apparatus for
illuminating the Common Parts or otherwise together with such
directional or other signs as the Landlord shall reasonably require and
the right of access thereto for the purpose of maintaining repairing
renewing - or otherwise dealing with the same person or persons
exercising such right making good to the reasonable satisfaction of the
Tenant all damage to the Demised Premises thereby. occasioned
6. The right to enter after reasonable notice (except in case of
emergency) upon the Demised Premises at all reasonable times for
6.1 all purposes connected with or arising from the provisions of the
services and
6.2 inspecting the condition and state of repair thereof and
6.3 carrying out any works (whether of repair or otherwise) for which the
Landlord or the Tenant is liable under this Lease and
6.4 carrying out any works (whether of construction repair or otherwise) to
any premises property or land adjoining adjacent or neighbouring to the
Demised premises or to any party structure sewer drain or other thing
used or capable of being used by the Tenant in common with others
The person or persons exercising the rights making good to the
reasonable satisfaction of the Tenant all damage to the Demised
Premises thereby occasioned
7. All such rights to enter on the Demised Premises and other rights
powers and privileges of whatsoever kind as are expressed to be
conferred on or excepted or reserved to the Landlord under the
covenants on the part of the Tenant and the provisos in this Lease
contained
<PAGE> 34
8. The right for the Landlord from time to time to make add to or amend
reasonable regulations for the preservation and/or control of the
Common Parts and/or control of the Common Parts and access thereto and
movement of vehicles within the Estate and other amenities of the
Estate or any part thereof or for the general convenience of occupiers
of the Premises from time to time forming part of the Estate
THE FOURTH SCHEDULE
RENT REVIEW
1. For the purposes of this Schedule the following expressions shall bear
the following respective meanings:-
1.1 "THE REVIEW DATE" means 25th December 2003
1.2 "the Current Rent" means pound sterling 60,000.00 for the
period up to 25th December 2003 and
thereafter in relation to any subsequent
Review Date rent at the rate per annum
applicable in the year immediately preceding
the Review Date in question
1.3 "THE REVIEWED RENT" means the greater of the annual rent payable
hereunder -during the period immediately
prior to the Review Date in question and the
open market rack rental value of the Demised
Premises and based on the assumption that
the Demised Premises consist of offices
without any fine-or -premium on the Review
Date in question for a term of years
commencing on that Review Date equivalent in
length to the Term ascertained as between a
willing landlord and a willing tenant with
vacant possession on the terms of this Lease
(including this Schedule but save as to the
amount of rent then payable) upon the
supposition that the Tenant has complied
with its obligations under this Lease but
disregarding the following namely:-
1.3.1 Any effect on rent of the fact that the Tenant or any sub-tenant has
been in occupation of the Demised Premises; and
1.3.2 Any goodwill attached to the Demised Premises by reason of the carrying
on thereat of the business of the Tenant and
<PAGE> 35
1.3.3 Any effect on rent of any improvement carried out before or after the
commencement of the Term with the prior consent in writing of the
landlord and at the expense of the Tenant and otherwise than in
pursuance of any obligation to the Landlord whether under this Lease or
otherwise
1.3.4 Damage by fire or other insured risk
1.3.5 Any restraint or restriction on the right to recover rent imposed by or
by virtue of any Act of Parliament
AND references to the Review Date and to the Reviewed Rent shall where
the context admits be taken respectively to refer to a particular
Review Date and to each particular Review Date as the case may be and
to the Reviewed Rent at that Review Date and at each particular Review
Date as the case may be
2. The Landlord and the Tenant may agree the Reviewed Rent as at a Review
Date
3. So long as any such agreement has not been reached and either before
(but not more than three months before) or after the Review Date either
the Landlord or the Tenant after written notice to the other of its
intention so to do may request the President for the time being of the
Royal Institution of Chartered Surveyors to appoint a competent
independent person to act as an arbitrator or to determine the Reviewed
Rent as at that Review Date and the arbitration shall be conducted in
accordance with the Arbitration Acts 1996 or any statutory modification
or re-enactment thereof for the time being in force
4. If the said President shall for any reason not be available or be
unable or fail to make such appointment the appointment may be made by
the Vice President or next senior officer of the said Institution then
available and able to make such appointment or if no such officer of
the said Institution shall be so available and able or if such officer
shall fail to make such appointment by such officer of such
professional body as the Landlord shall designate
5. If the Surveyor shall fail to determine the Reviewed Rent within three
months after the date of his appointment or if he shall relinquish his
appointment or die or if it shall become apparent that for any reason
he will be unable to complete his duties hereunder the Landlord or the
Tenant may apply to the said President or other persons hereinbefore
provided for a substitute to be appointed in his place which procedure
may be repeated as many times as necessary
6. The Reviewed Rent shall if agreed or determined on or before the Review
Date be payable therefrom and if agreed or determined after the Review
Date be payable from the date of such agreement or determination and in
each such case until superseded (if at all) by any further Reviewed
Rent and in each case quarterly in advance on the usual quarter days
<PAGE> 36
7. If the Reviewed Rent is agreed or determined after the Review Date the
Tenant shall:-
7.1 Continue to pay at the rate of the Current Rent quarterly in advance on
the usual quarter days until superseded pursuant to paragraph 6
7.2 Pay to the Landlord as additional rent within seven days after the
agreement or determination of the Reviewed Rent a sum equal to the
amount (if any) by which the aggregate of the equal quarterly
instalments of the Reviewed Rent which would have been payable in
respect of the period commencing on that Review Date and ending
immediately before the usual quarter day next following the date of
agreement or determination had the reviewed Rent been so agreed or
determined before that Review Date exceeds the payments made by the
Tenant under sub-paragraph 7.1 above in respect of the same period; and
together with interest thereon from the Review Date until the date of
payment at the rate of three per cent per annum above the base lending
rate of National Westminster Bank Plc for the time being in force (or
above any rate which may replace the same) and compounded on the usual
quarter days
8. Forthwith after each Reviewed Rent has been agreed or determined
(whether or not as -aforesaid) the Landlord and the Tenant shall
execute in duplicate a Memorandum under hand (to be prepared by the
Landlord's Solicitors at the expense of the Tenant) recording the
amount of the Reviewed Rent
9. If and so long as by law any limit is imposed on rent payable under
this Lease then paragraph 6 and 7 of this Schedule shall take effect
subject to any such limitation but the procedures for the ascertainment
of the Reviewed Rent shall not (unless and so far as the law otherwise
requires) be displaced and in the ascertainment of the Reviewed Rent
all restrictions whatsoever relating to rent or to security of tenure
contained in any statute or orders or regulations thereunder and any
directions thereby given relating to any method of determination of
rent shall (so far as may be permitted by law) be disregarded
THE FIFTH SCHEDULE
THE SERVICE RENT
1. The Service Costs for each Accounting Period shall be the sum of:-
1.1 The costs and expenses of and incidental to the provision by the
Landlord of the Services and the observance by the Landlord or its
covenants and obligations in this Lease
1.2 Contributions determined by the Landlord's Agent as appropriate to such
items of expenditure as:
<PAGE> 37
1.2.1 are not of annual nature
1.2.2 will be incurred in the future by the Landlord pursuant to its
covenants in Clause 4 hereof whether during or after the Term (and if
after the Term on the assumption that those -covenants exist); and
1.2.3 are certified by the Landlord's Agent as items for which it is
reasonable to make provision
PROVIDED ALWAYS and it is hereby agreed such part of the Service Rent
as is paid under paragraph 1.2.1 above shall be held by the Landlord on
trust to apply in the provision of the Services
2. The Tenant shall pay to the Landlord the Service Rent in manner
following that is to say:-
2.1 The Tenant shall if required by the Landlord with every quarterly
payment of rent herein reserved pay to the Landlord such sum in advance
and on account of the Service Rent as the Landlord or the Landlord's
Agent shall specify at its discretion to be fair and reasonable interim
payment PROVIDED ALWAYS that the first payment hereunder shall be made
on the date hereof and shall be an apportioned amount in respect of the
period from the 10th November 1987 to the quarter day next following
the date hereof
2.2 As soon as practicable after the end of each Accounting Period the
Landlord's Agent will supply to the Tenant a certificate summarising
the Service Costs for the Accounting Period and the Service Rent
payable by the Tenant (due credit being given for all interim payments
on account made by the Tenant) and save for any manifest error the
certificate shall be conclusive evidence of the matters which it
purports to certify
2.3 Within 14 days after the service of the said certificate the Tenant
shall pay to the Landlord the amount of the Service Rent or any balance
payable by the Tenant or (as the case may be) there shall be allowed by
the Landlord to the Tenant on account of the Service Rent payable for
the following year any amount overpaid by the Tenant
3. Any omission by the Landlord to include in the said certificate for an
Accounting Period a sum expended or a liability incurred in that year
shall not preclude the Landlord from including such sum or the amount
of such liability in the said certificate for any subsequent Accounting
Period or Periods
4. At the end of each Accounting Period the Landlord shall have the right
to review and to alter the Service Rent provisions as circumstances
require and in such event shall give notice in writing to the Tenant
setting out the provisions for payment and collection of the Service
Rent for the next ensuing Accounting Period
<PAGE> 38
THE SIXTH SCHEDULE
THE SERVICES
1. The maintenance repair renewal decoration lighting and cleaning of the
Common Parts including:
1.1 repairing maintaining cleaning rebuilding and lighting the service
roads and footpaths serving the Estate and the roadways footpaths
visitors car parking areas landscaped areas and any boundary walls
fences hedges gates entrances and signs now or at any time during the
Term constructed on the Estate and any of the Service Media or other
services or fittings relating thereto which may from time to time
throughout the term be over in under or through the Estate and any
adjoining adjacent or neighbouring premises property or land including
the point of connection with public services whether outside the Estate
or not and any other easements or facilities used or capable of being
used in common with the occupiers of any premises property or land
adjoining adjacent or neighbouring to the Estate
1.2 the provision maintenance repair and renewal of an estate board serving
the Estate and the display thereon of the tenants' names and businesses
1.3 the cultivation of any planted landscaped or grassed part of the Estate
1.4 the cost of and incidental to doing and executing or causing to be done
and executed all such acts and things and works as are or may be under
or by virtue of any Act or Acts of Parliament for the time being in
force or any instrument regulation or order made thereunder or by any
Local or other competent authority be directed or required to be done
or executed upon or in respect of the Estate or any part thereof for
the user thereof or employment or residence therein of any person or
persons or fixtures or fittings chattels goods machinery plant or other
things thereon save where such acts and things and works are the
responsibility of any tenant for the time being under a lease or any
part of the Estate
1.5 all fees charges expenses and commissions in respect of the
administration and management of the Estate or payable to any solicitor
accountant valuer surveyor agent or architect or any of them whom the
Landlord may from time to time employ in connection with the
administration or management of the Estate including the cost of
preparing and causing to be prepared a certified statement of the
Service Costs (as referred to in the Fifth Schedule hereto) and
auditing the same
1.6 the costs of carrying out all other work or providing goods and
services of any kind whatsoever which the Landlord may from time to
time reasonably consider necessary or desirable for the purpose of
maintaining or improving the Estate in the interest of the
<PAGE> 39
tenants thereof including such sum or sums as the Landlord shall in its
discretion think fit as being a reasonable provision or reserve for
expenditure anticipated or likely to be incurred in the future in
connection with the matters mentioned in this Schedule or any of them
1.7 all existing and future rates taxes charges assessments duties
impositions and outgoings whatsoever whether parliamentary parochial
local or of any other description which are now or shall at any time
during the Term be rated taxed charged assessed imposed upon or payable
in respect of the Estate or any part thereof (but excluding the Demised
Premises or any part or parts of the Estate which is let or intended to
be let at a profit Rent) or upon or payable by either the owner or
occupier in respect thereof including (but without prejudice to the
generality of the foregoing) Value Added Tax or any similar or
substituted tax and any such rates taxes charges assessments duties
impositions and outgoings which may be attributable to the Estate in
respect of any premises property land thing or facility which is or are
used or capable of being used for the benefit of the Estate
2. The cost to the Landlord of complying with the covenants on its part
contained in a Deed of Covenant originally dated 18th July 1986 and
made between Langley Business Park Limited and others
3. The insurance of such parts of the Estate as shall be used in common by
the various tenants of the Estate and the provision of insurance for
any staff employed by the Landlord in the management and maintenance
thereof together with public liability insurance
4. Such other services including the provision of such staff (including
gatemen gardeners and caretakers) for the maintenance and management of
the Common Parts and of the Estate as a whole and the provision of such
accommodation and equipment and the obtaining of such professional
advice and services as shall in each case in the reasonable opinion of
the Landlord be necessary or desirable for the general benefit of the
land and Units forming part of the Estate and of the occupiers thereof
<PAGE> 40
SEVENTH SCHEDULE
AUTHORISED GUARANTEE AGREEMENT AND LICENCE TO ASSIGN
DATED 199_
[ ]
- AND -
[ ]
-AND-
[ ]
AUTHORISED GUARANTEE AGREEMENT
AND LICENCE TO ASSIGN
TROWERS & HAMLINS
Sceptre Court
40 Tower Hill
London EC3N 4DX
<PAGE> 41
THIS AUTHORISED GUARANTEE AGREEMENT AND LICENCE TO ASSIGN made.by deed
the day of 199
BETWEEN
(1) [ ] [whose registered office is at] [Company Registration No.]
[of] (the "GUARANTOR")
(2) [ ] [whose registered office is at] [Company Registration No.]
[of] (the "LANDLORD")
(3) [ ] [whose registered office is at] [Company Registration No.]
[of] (the "ASSIGNEE")
WITNESSESS as follows:
1. DEFINITIONS
In this Deed the following expressions have the meanings specified:
"THE LEASE"
a lease dated [ ] and made between [ ] (1)
[ ] (2) and [ ] (3)
"THE ACT"
the Landlord and Tenant (Covenants) Act 1995
"TENANT COVENANTS"
has the same meaning as in Section 28(1) of the Act
"THE TERM"
has the same meaning as in the Lease
The definitions and provisions as to interpretation in the Lease shall
apply in this Deed where the context so admits
2. RECITALS
2.1 The Lease provides that the consent of the Landlord is required to an
assignment of the Lease
2.2 The Guarantor wishes to assign the Lease to the Assignee
<PAGE> 42
2.3 The Landlord has agreed to give consent to the assignment to the
Assignee on condition that the Guarantor enters into this Deed
3. COVENANTS BY THE GUARANTOR
In consideration of the Landlord's consent to the assignment of the
Lease to the Assignee the Guarantor as sole or principal debtor
covenants with the Landlord that for the period during which the
Assignee is bound by the tenant covenants of the Lease:
3.1 The Assignee will pay the rents reserved and observe and perform the
covenants and other terms of the Lease on the part of the tenant to be
observed and performed both before and after any disclaimer of the
Lease by any liquidator or trustee in bankruptcy or by the Crown
3.2 If a trustee in bankruptcy or a liquidator of the Assignee (as the case
may be) disclaims the Lease or if it is forfeited or vests as bona
vacantia then the Guarantor will if so required by notice served by the
Landlord within six months of the Landlord becoming aware of such
disclaimer or forfeiture take from the Landlord a lease of the Demised
Premises for the residue of the term of the Lease immediately before
the date of the disclaimer or forfeiture (on the assumption that the
disclaimer or forfeiture has not occurred) on the same terms and
conditions as the Lease mutatis mutandis (such lease to take effect
from the date of the disclaimer or forfeiture at the rents then payable
under the -Lease subject to review on the Dates of Review and the
Guarantor will execute and deliver to the Landlord a counterpart of the
new lease and will pay the Landlord's costs and expenses of and
incidental to its grant
3.3 If the Landlord does not require the Guarantor to take a lease of the
Demised Premises under clause 3.2 and if the Guarantor does not take an
overriding lease under Section 19 of the Act the Guarantor will
nevertheless upon demand pay to the Landlord a sum equal to the rents
and other payments that would have been payable under the Lease but for
the disclaimer or forfeiture until the expiration of six months from
such disclaimer or forfeiture
3.4 Anything done omitted or agreed by the Assignee is done omitted or
agreed with the concurrence of the Guarantor
3.5 The Guarantor will not be entitled to participate in any security held
by the Landlord in respect of the Assignee's obligations to the
Landlord under the Lease until the obligations on the part of the
Guarantor or of the Assignee under the Lease have been performed or
discharged
3.6 The Guarantor will be liable to the Landlord as sole or principal
debtor or covenant or for all obligations on the part of the Tenant
contained in the Lease and will not be released or discharged by time
or indulgence being given to or any arrangement or alteration of terms
<PAGE> 43
being made with the Assignee or any other person or by any release or
dealing by the Landlord or by any act omission or thing whatsoever
whether with or without the express or implied consent of the Guarantor
whereby the Guarantor as a guarantor only might have been released or
discharged
4. SUCCESSORS IN TITLE
The provisions of this Authorised Guarantee Agreement and Licence shall
enure for the benefit of the successors and assigns of the Landlord
without the necessity for any assignment and the Landlord will have no
liability whatsoever to the Guarantor or the Assignee after it shall
have parted with the reversion of the Lease
5. ACKNOWLEDGEMENTS
5.1 The Guarantor and the Assignee acknowledge that this Deed is an
Authorised Guarantee Agreement within the meaning of Section 28(1) of
the Act
5.2 The Assignee acknowledges that the conditions imposed in the Lease and
in this Deed subject to which consent to assignment may be granted are
reasonable
6. CONSENT
In consideration of the Guarantor's and the Assignee's covenants in
this Deed the Landlord consents to the assignment of the Lease by the
Guarantor to the Assignee
7. SAVING PROVISIONS
7.1 The consent of the Landlord contained in this Deed shall not extend to
any further assignment of the Lease and is given without prejudice to
any of the tenant covenants and conditions in the Lease and shall
determine absolutely if the assignment is not effected within two
months of the date of this Deed
7.2.1 Any provision of this Deed rendered void by virtue of Section 25 of the
Act is to be severed from all of the remaining provisions and the
remaining provisions are to be preserved
7.2.2 If any provision of this Deed extends beyond the limits permitted by
Section 25 of the Act that provision is to be varied so as not to
extend beyond those limits
7.3 This Deed is made without prejudice to
7.3.1 any claim of the Landlord against the Guarantor for any breach of any
covenant-or condition in the Lease prior to the assignment
<PAGE> 44
7.3.2 any other guarantee surety or security which the Landlord may have or
take in respect of the tenant covenants or conditions in the Lease
IN WITNESS of which the parties have executed the Deed and delivered it on the
day and year first before written
TILE COMMON SEAL OF CHASELANDS )
LIMITED WAS HEREUNTO AFFIXED IN THE PRESENCE )
of:- )
Director /s/ signature unknown
Secretary /s/ signature unknown
