Exhibit 10.33
DATED THE __ DAY OF ____________ 2004
XXXXXXXX XXXXX
AND
CASTLE BRANDS SPIRITS COMPANY
LIMITED
SUB-LEASE
FOR LETTING OF PREMISES AT XXXXX XXXXX,
XXXXXXXX XXXXX,
XXXXXXXXXX XXXX, XXXXXX 0
Xxxx Xxxxxxx
Solicitors
00/00 Xxxxxxxx Xxxx,
XXXXXX 00
THIS INDENTURE OF SUB-LEASE made the __ day of June 2004 BETWEEN (1) XXXXXXXX
XXXXX of 00 Xxxxxxx Xxxx, Xx. Xxxxx'x, Xxxxxxxxxxx, Xxxxxx Xxxxxx (hereinafter
called "The Landlord" which expression shall where the context so admits or
requires include her executors administrators and assigns)
AND
(2) CASTLE BRANDS SPIRITS COMPANY LIMITED a limited liability company having its
registered office at 0 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxx 0 (hereinafter called
"the Tenant" which expression shall where the context so admits or requires
include its successors and permitted assigns)
WITNESSETH as follows:
A. In this Lease and In any Schedules hereto the following expressions shall
have the meaning assigned to them respectively that is to say:
"the landlord" shall include the person or persons for the time being
entitled to the reversion immediately expectant on the determination of the
Term.
"the tenant" shall include the Tenant's successors in title and permitted
assigns.
"the demised premises" means the premises demised by this sub-lease as more
particularly described in the First Schedule hereto and shall be deemed to
include the fixtures and fittings and rights hereby demised.
"the rent" means the yearly sums set out in the Second Schedule hereto.
"the term" means the term of 4 years and 9 months commencing on the 31st
May 2004 and expiring on the 28th February 2009.
"the head lease" means the Lease dated the 21st day of May 2004 made
between (1) Xxxx Xxxxx of the First Part, (2) Victoria House Management
Company Limited of the Second Part and (3) the Landlord of the Third Part.
"the superior landlord" means the person or persons for the time being
entitled to the reversion immediately expectant on the determination of the
Head Lease.
The masculine shall include the feminine and neuter and vice versa and the
singular, the plural and vice versa.
Where obligations are undertaken by more than a single person same shall be
deemed to be joint and several obligations.
Any covenant by the Tenant not to do or omit an act or thing shall be construed
as if it were a covenant not to do or omit or permit or suffer such act or thing
to be done or omitted.
B. In consideration of the Rent and of the other payments to be hereby made
and of the covenants on the part of the Tenant and conditions hereinafter
contained the Landlord HEREBY DEMISES unto the Tenant ALL THAT AND THOSE
the Demised Premises together with the rights therein specified excepting
and reserving as therein provided TO HOLD the same unto the Tenant for the
Term YIELDING AND PAYING therefor yearly and proportionately for any
fraction of a year the Rent such Rent to be paid by equal quarterly
payments in advance on the 31st day of May, 31st day of August, 30th day of
November and 28th day of February in each year of the term hereby granted
by Banker's Order or such other method as the Landlord may reasonably
require, the first of such quarterly payments (if not already made) to be
made on the execution hereof.
C. The Tenant hereby covenants with the Landlord as follows:
1. To pay the Rent on the days and in the manner herein prescribed
without any deductions.
2. Notwithstanding Clause C5 hereunder, to pay to the Landlord (or to the
person or company nominated by the Landlord) from time to time on
demand without any deduction or abatement the sum payable by the
Landlord to the Superior Landlord pursuant to the Head Lease in
respect of Insurance premium and Service Charge in respect of the
Demised Premises (as defined in the Head Lease) payable by the
Landlord to the Superior Landlord on foot of the Head Lease.
3. To pay to the Landlord on demand without any deductions such amounts
as may be incurred in the procurement and provision of services
including, but not limited to, security services, security alarm fire
extinguishers and such other services as the Landlord shall from time
to time deem necessary.
4. To pay and discharge to the Landlord pending a separate valuation of
the Demised Premises (if such be the case) all rates, taxes, duties,
charges, assessment, Impositions and outgoings whatsoever whether
parliamentary, parochial, local or of any other description (and
whether or not of an entirely novel character) which are now or may at
any time hereafter be charged, taxed, assessed, levied or imposed upon
or payable in respect of the Demised Premises on demand.
5. To pay to the suppliers thereof all charges for electricity and
telephone (including meter rents) consumed in the Demised Premises
during the term.
6. To comply with the covenants and obligations on the part of the
Landlord contained in the Sixth Schedule to the Head Lease (save for
the rent thereby reserved and other payments thereby covenanted to be
made and save for the covenants at Clauses 3, 4, 5, 6, 14, 15, 16, 17,
18, 19 and 20 thereof) in so far as the same relate to the Demised
Premises and to keep the interior of the Demised Premises (excluding
any structural parts of the Demised Premises) including the glass in
the windows, all locks, sash cords, electric, gas, telephone, central
heating system, air conditioning systems and other fittings and
installations, cables and all
additional fittings, drainage and sanitary fittings, appliances and
pipes in good and tenantable repair order condition but excluding
damage caused by or arising from any of the insured risks, save where
the insurance has been rendered void by the action or default of the
Tenant and to keep the Landlord effectually indemnified against all
claims in respect thereof and to keep the windows and chimneys clean
and keep clean and free from blockages, wash basins, lavatory basins,
drains, sewers and xxxxxx traps serving the Demised Premises and pay
for any damage thereto or expenses of cleaning the same caused by the
negligence of or the misuse by the Tenant, his licencees, servants or
agents.
7. To pay to the Landlord the stamp duty on this Lease and Counterpart
thereof.
8. To yield up the Demised Premises (including all fixtures and fittings
therein and in particular the floor coverings thereof) on expiry or
sooner determination of the Term in its present state end condition
and to make good all damage occasioned.
9. (a) Not to transfer assign underlet mortgage charge hold in trust for
another part with nor share possession or control or occupation
of part only of the Demised Premises without the prior consent in
writing (which shall not be unreasonably withheld) of the
Landlord and the Superior Landlord and not to hold in trust for
another part with nor share possession or control or occupation
of the whole of the Demised Premises.
(b) Not to transfer assign underlet mortgage or charge the whole of
the Demised Premises without the prior consent in writing (which
shall not be unreasonably withheld) or the Landlord and the
Superior Landlord.
10. Not without prior consent in writing of the Landlord to make any
alterations to the Demised Premises whatsoever save in accordance with
the provisions and procedures set out in the Head Lease and save for
such alterations agreed/approved in advance and in accordance with
such specifications submitted to the Landlord prior to the execution
of this sub-lease and on expiry or sooner determination hereof to
yield up the Demised Premises fully reinstated to its present state
and condition in accordance with clause 8 hereof.
11. Not to use or occupy or allow to be used or occupied the Demised
Premises otherwise than for the purpose of the provision of and the
marketing and sale of Alcoholic Spirits and such related office and
commercial business and for general commercial offices.
12. To pay to the Landlord any VAT payable on the Rent payable under this
Lease.
D. It is hereby agreed and declared by and between the Landlord and Tenant as
follows:
1. All rights hereby reserved to and covenants made with the Landlord
shall be deemed to extend to the Superior Landlord.
2. This Lease is granted subject to the provisos contained at the First
Schedule of the Head Lease mutatis mutandis in so far as the same
relate to the Demised Premises.
3. For a period of six months before the expiry of the term hereby
created commencing 31st May 2004 to permit the Landlord or agent
appointed by the Landlord access to the premises with prospective
tenants/assignees at all reasonable times and a reasonable notice to
the Tenant causing minimal obstruction to the Tenant's business for
the purpose of re-letting same.
4. That if the rent hereby reserved or any part thereof shall be unpaid
for twenty-one days after becoming payable (whether formally demanded
or not) or if any covenant on the Tenant's part to be performed or
observed is breached it shall be lawful for the Landlord at any time
thereafter to re-enter upon the premises in the name of the whole and
thereupon this Lease shall absolutely determine but without prejudice
to any claim by the Landlord in respect of any antecedent breach of
any covenant or provision herein contained.
E. The Landlord covenants with the Tenant:
1. That so long as the Tenant complies with the covenants on its part
herein contained the Tenant may enjoy the Demised Premises peaceably
during the term without any interruption by the Landlord.
2. To pay the rent reserved under the Head Lease.
IT IS HEREBY CERTIFIED:
1. That the consideration of for this Lease is wholly attributable to property
which is not residential property and that the transaction effected by this
instrument does not form part of a larger transaction or series of
transactions in respect of which the amount or value or the aggregate
amount or value of the consideration (other than rent) which is not
residential property exceeds E10,000.00.
2. That Section 53 (Lease combined with Building Agreement for dwelling
house/apartment) of the Slamp Duties Consolidation Act 1999 does not apply
to this instrument.
3. That the Demised Premises are situate in the County Borough of Dublin.
4. That for the purposes of Section 29 of the Companies Act, 1990 that the
Landlord and the Tenant are not bodies corporate connected with one another
in a manner which would require this transaction to be ratified by
resolution of either.
IN WITNESS whereof the parties hereto have executed this Lease the day and year
first herein written.
FIRST SCHEDULE
(The Demised Premises)
ALL THAT AND THOSE office premises comprising the entire first floor of Xxxxxxxx
Xxxxx, Xxxxxxxxxx Xxxx, Xxxxxx 0 being the hereditaments and premises comprised
in and demised by the Head Lease and more particularly described in the Third
Schedule thereto EXCEPTING AND RESERVING unto the Landlord and the Superior
Landlord the exceptions and reservations excepted and reserved in the Head Lease
and excepting and reserving unto the Landlord and the Superior Landlord and such
others as may be authorized by the Landlord from time to time the right of
ingress, egress and regress in through and from the Demised Premises in the
event of an emergency.
SECOND SCHEDULE
(The Rent)
E80,000.00 per annum for the first year of the Term;
E114,000.00 for the second year of the Term;
E114,000.00 for the third year of the Term;
E114,000.00 for the fourth year of the Term; and
E85,612.00 for the last 9 months of the Term.
SIGNED SEALED AND DELIVERED
By the Landlord in the presence of
PRESENT when the Common Seal of
the TENANT was affixed hereto:
/s/ Xxxxx Xxxxxx
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Director
/s/ Xxxxxxx Xxxxxx
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Director/Secretary
