Exhibit 99.13
DATED 3rd June 1994
----------------------------------------------------
(1) IBM UNITED KINGDOM LIMITED
- and -
(2) ACC LONG DISTANCE UK LIMITED
- and -
(3) ACC CORP.
___________________________________
SUPPLEMENTAL LEASE
of the
Ninth Floor The Chiswick Centre
000 Xxxxxxxx Xxxx Xxxx Xxxxxx X0
___________________________________
ASHURST XXXXXX XXXXX
Xxxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 000-000-0000
Fax: 000-000-0000
REF: AXG/4179H
DATE: 18/03/94
- 2 -
SUPPLEMENTAL LEASE PARTICULARS
------------------------------
DATE : 3rd June 1994
--------------------------------------------------------------------------------
LANDLORD : IBM UNITED KINGDOM LIMITED whose registered office
is at X.X. Xxx 00 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxx X00 0XX
--------------------------------------------------------------------------------
TENANT : ACC LONG DISTANCE UK LIMITED (Company Registration
Number 2671855) whose registered office is at 0-0
Xxxxxxxx Xxxxxx Xxxxxx XX0X 0XX
--------------------------------------------------------------------------------
SURETY : ACC CORP whose registered office is at 00 Xxxxx
Xxxxxx Xxxx Xxxxxxxxx XX00000 Xxxxxx Xxxxxx of
America
--------------------------------------------------------------------------------
LEASE : a lease of the Tenth Floor, The Chiswick Centre, 000
Xxxxxxxx Xxxx Xxxx, Xxxxxx X0 dated 23rd December
1993 made between (1) IBM United Kingdom Limited (2)
ACC Long Distance UK Limited and (3) ACC Corp for a
term of ten years from and including the 29th day of
September 1993 until and including the 28th day of
September 2003
--------------------------------------------------------------------------------
SUPPLEMENTAL PREMISES : the land and buildings known as the Ninth Floor, The
Chiswick Centre, 000 Xxxxxxxx Xxxx Xxxx, Xxxxxx X0
shown for the purpose of identification only edged
red on the Supplemental Plan
--------------------------------------------------------------------------------
SUPPLEMENTAL RENT : EIGHTY SIX THOUSAND FIVE HUNDRED AND EIGHTY POUNDS
((Pounds)86,580.00) per annum
--------------------------------------------------------------------------------
SUPPLEMENTAL PLAN : the plan attached to this Supplemental Lease
- 3 -
THIS SUPPLEMENTAL LEASE made on the date and between the parties specified in
the Supplemental Lease Particulars
WITNESSES as follows:-
1. DEFINITIONS AND INTERPRETATIONS
-------------------------------
1.1. In this Supplemental Lease:
1.1.1. "Supplemental Lease Particulars" means the immediately preceding
section of this Supplemental Lease headed "Supplemental Lease
Particulars"
1.1.2. the words and expressions defined in the Supplemental Lease
Particulars have the meanings therein set out
1.1.3. the words and expressions defined in the Lease have the respective
meanings herein specified
1.2. The Supplemental Lease Particulars form part of this Supplemental
Lease
2. RECITALS
--------
2.1. The reversion expectant upon the determination of the Contractual Term
granted by the Lease is vested in the Landlord and the remainder of the
Contractual Term is vested in the Tenant
2.2. The Landlord has agreed to grant and the Tenant has agreed to accept
this Supplemental Lease
- 4 -
3. DEMISE
------
3.1. The Landlord at the request of the Surety demises to the Tenant the
Supplemental Premises TOGETHER WITH the rights and easements granted by but
EXCEPTING AND RESERVING the rights excepted and reserved by the Lease TO HOLD
the Supplemental Premises from and including the date hereof for the residue of
the Contractual Term granted by the Lease SUBJECT TO the matters contained or
referred to in the Lease YIELDING AND PAYING to the Landlord the Supplemental
Rent on the dates and in the manner and subject to review as set out in the
Lease save for the first payment which shall be made on the 25th March 1995 in
respect of the period from the 25th March 1995 until the next following quarter
day
3.2. This Supplemental Lease is supplemental to the Lease
3.3. This Supplemental Lease is granted subject to the following covenants
and provisions which shall insofar as applicable operate to vary henceforth the
terms of the Lease
4. TERMS
-----
4.1. Incorporation of terms from the Lease
-------------------------------------
The Landlord and the Tenant and the Surety agree that save as to the
premises demised the term of years granted and the rent reserved the covenants
conditions agreements and other provisions contained in the Lease shall apply to
the Supplemental Premises and this demise as if they had been repeated herein in
full insofar as consistent with the other terms of this Supplemental Lease and
with such modifications as may be necessary to make them applicable to the
Supplemental Premises
- 5 -
4.2. Landlord's Remedies
-------------------
The right of re-entry contained in the Lease shall extend to the
Supplemental Premises and apply in the event of non-payment of the Supplemental
Rent or breach of any of the other covenants or conditions contained in this
Supplemental Lease (whether set out herein in full or being covenants or
conditions in the Lease incorporated herein by reference) and similarly the
right of re-entry incorporated in this Supplemental Lease shall extend to the
Premises and apply in the event of non-payment of the Principal Rent or breach
of any of the other covenants or conditions contained in the Lease
4.3. Determination of Term
---------------------
If the term of years created by the Lease is determined then the term
of years granted by this Supplemental Lease shall automatically determine at the
same time and vice versa but without prejudice to the rights and remedies of
either party in respect of any antecedent breach by the other
4.4. Rent Review
-----------
The Supplemental Rent shall be reviewed at the same time in the same
manner and on the same terms as the Principal Rent under the Lease save that it
is agreed that on any review of the Principal Rent reserved by the Lease and any
review of the Supplemental Rent hereby reserved it shall be assumed that the
Premises and the Supplemental Premises are available to let as a whole by a
willing Landlord to a willing Tenant by one lease without a fine or premium
being paid by either party and the said rent agreed or determined on review
shall be apportioned as to 50% in respect of the reviewed Supplemental Rent for
the Supplemental Premises and 50% in respect of the reviewed Principal Rent in
respect of the Premises
- 6 -
4.5. Variations to the Lease
-----------------------
The Lease shall henceforth be varied as set out in the Schedule hereto
5. TENANT'S COVENANTS
------------------
The Tenant covenants with the Landlord:-
5.1. To pay the Supplemental Rent on the days and in the manner set out in
the Lease
5.2. To observe and perform in relation to the Supplemental Premises the
covenants on the Tenant's part in the Lease so far as the same ought by virtue
of this Supplemental Lease to be performed and observed
5.3. Without prejudice to clauses 4.1 and 5.3 not to assign underlet or
charge the Premises or the Supplemental Premises or any part thereof
except in accordance with the terms of the Lease (as though the
Premises and the Supplemental Premises had together been demised
thereby)
6. LANDLORD'S COVENANTS
--------------------
The Landlord hereby covenants with the Tenant to observe and perform
in relation to the Supplemental Premises the covenants on the part of the
Landlord in the Lease so far as the same ought by virtue of this Supplemental
Lease to be observed and performed
- 7 -
7. SURETY'S COVENANTS
------------------
The Surety hereby covenants with the Landlord to observe and perform
in relation to the Supplemental Premises the covenants on the part of the Surety
in the Lease so far as the same ought by virtue of this Supplemental Lease to be
observed and performed
8. EXCLUSION OF LANDLORD AND TENANT ACT 1954
-----------------------------------------
Having been authorised to do so by Order of the Lambeth County Court
made on the 29th day of March 1994 under the provisions of Section 38(4) of the
Landlord and Tenant Act (as amended by Section 5 of the Law of the Property Act
1969) the Landlord and the Tenant hereby agree that the provisions of Section 24
to 28 (inclusive) of the Landlord and Tenant Act shall be excluded in relation
to this Supplemental Lease
9. MEMORANDUM AND REGISTRATION
---------------------------
The parties shall each cause a memorandum of this Supplemental Lease
to be endorsed on the original or counterpart of the Lease (whichever is in
their possession) and shall supply a copy of such endorsement to the other
within fourteen days of the date hereof
10. JURISDICTION
------------
10.1 This Deed shall be governed by and construed in accordance with
English Law
10.2 The parties hereto irrevocably submit to the non-exclusive
jurisdiction of the High Court of Justice in London for the purpose of hearing
and determining any dispute arising out of this Deed and for the purpose of
enforcement of any judgment against its assets the Surety agrees that service of
any writ notice or other document for the purpose of any proceedings in such
Court shall be duly served upon it if delivered or sent by registered post to
ACC Corp at 00 Xxxxx Xxxxxx Xxxx Xxxxxxxxx XX00000 Xxxxxx Xxxxxx of America
- 8 -
IN WITNESS of which this Supplemental Lease has been executed as a
deed by the parties and is delivered on the date appearing in the Supplemental
Lease Particulars
SCHEDULE
--------
Variations to the Lease
-----------------------
1. Clause 1 of Part 1 of the First Schedule shall be varied so that the word
"eight" in the first line of the clause is replaced by the word "sixteen"
2. The definition of "Service Charge" in Clause 1 shall be revised so that the
definition now reads "Service Charge" means the aggregate of the sums which the
Landlord is required to pay to the Superior Landlord pursuant to clauses
1(1)(iii) and 1(1)(iv) of the Superior Lease or should the Superior Lease be
terminated for any reason the aggregate of the sums the Landlord would have been
required to pay to the Superior Landlord pursuant to clauses 1(1)(iii) and
1(1)(iv) of the Superior Lease if it was still in existence.
THE COMMON SEAL of THE LANDLORD )
was hereunto affixed in the )
presence of: )
Director [illegible]
Secretary [illegible]
- 9 -
Annex A
Floor Plan
[This document is a floor plan that shows the office area that is subject to the
Lease.]
