Exhibit 10.2
THIS AGREEMENT made the 8th day of July 1998
BETWEEN
(1) BALLYMORE PROPERTIES LIMITED of St John's House 0 Xxxxx Xxxxxx Xxxxxx XX0
0XX (Company Number 2260505) (hereinafter called "the Landlord") of the one
part and
(2) CORDOBA HOLDINGS LIMITED of EBC House 0-0 Xxxxx Xxxxxx Xx Xxxxxx Xxxxxx XX0
XXX (hereinafter called "the Tenant") of the second part and
(3) XXXXXX XXXXXXX COMBRINCK of Flat 00 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxx
X0 (hereinafter called "the Surety") of the third part
WHEREBY IT IS AGREED as follows :
1. FOR the purpose of this Agreement the following definitions shall apply:
(a) "the Property" means the property described in the First
Schedule hereto
(b) "the Lease" means a lease in the form of the draft
("The Draft") annexed as hereto as annexure
1 and (where appropriate) the Deed of
Variation
(c) "the Landlord's Works" means the works set out in the
specification annexed hereto as annexure
(d) "Certificate of Practical means the certificate referred to in
Completion" clause 1(e) hereof being a certificate
issued by the Landlord stating that the
Landlord's Works have been completed (save
for items of a minor or snagging nature) to
such extent that the Tenant can obtain
reasonable access to and egress from the
Property and any items or work outstanding
to the Property itself would not materially
interfere with or affect
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the Tenants access to and occupation of the
Property
(e) "the Completion Date" means the date 15 working days after the
issue of the Certificate of Practical
Completion
(f) "the Block" means Paragon Building City Reach Xxxxxx
X00 as is more particularly described in
the Lease
(g) "the Remaining Floors" means the 4th, 5th, 6th or 7th floors of
the Block or any part or parts thereof
(h) "the Deed of Variation" means a deed of variation in the form of
the draft annexed hereto as annexure 3
(i) "the Heads of Terms" means heads of terms signed by the Landlord
and the prospective lessee incorporating
details of the following:
(i) The lessee's name and address
(ii) The Demise
(iii) The term
(iv) The rent
(v) Any rent free period or other
incentive
(vi) The permitted User
(vii) Repairing obligations
(viii) Service Charge payable
(ix) Insurance provisions
(x) Alienation restrictions
(xi) Rights to be granted to the lessee
(xii) Rights to be reserved to the
Landlord
(xiii) Costs
(xiv) Restrictions on alterations
(xv) Rent review provisions (if any)
(j) "Tenants Works" means the works set out in the
specification annexed hereto at annexure 4
or such further works
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as may be agreed between the Landlord and
the Tenant (acting reasonably)
(k) "Rent Commencement means the date being 10 working days after
Date" the date of issue of the Certificate of
Practical Completion
(l) "Agreed Square means the area for each floor as set out in
Footage" the Second Schedule hereto
(m) "Landlord's Solicitor" means Xxxxxx Xxxxxxx of 00 Xxxxxxxxx Xxxxxx
Xxxxxx XXX 0XX or such other firm whose
name and address is notified to the Tenant
in writing
(n) "Tenant's Solicitor" means Messrs Xxxxxx Xxxxxxxxx of Xxxxxxxx
Xxxxx Xx Xxxx'x Xxxxxxxxx Xxxxxxxxxx X0 0XX
or such other firm whose name and address
is notified to the Vendor in writing
(o) "Arbitrator" means an independent surveyor to be
appointed by the parties hereto or (failing
agreement) by the President for the time
being of the Institute of Chartered
Surveyors
(o) "Licence for Alterations" means a Licence in the form of the draft
annexed hereto as annexure 5
2. (a) On the Completion Date the Landlord will grant the Lease and the Deed
of Variation and the Tenant shall take the Lease and Deed of Variation
(b) THE Lease shall be granted for the term and at the rent and subject to
the covenants conditions exceptions reservations and other matters more
particularly set out in the Draft
(c) All rents interest service charges and other monies due under the
Lease and any licence fees payable hereunder shall commence to be
payable on the
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earlier of the Rent Commencement Date and (as to any given floor) in
accordance with clause 6(b) hereof
3. THE Property is sold subject to the Standard Conditions of Sale (Third
Edition) so far as the same are consistent with this contract and with a
sale by private treaty
4. Title shall be deduced and shall consist of office copy entries of
leasehold title EGL 283159 and a certified copy of the transfer to the
Landlord The Tenant having been supplied with a copy of the transfer shall
be deemed to purchase with full knowledge thereof and shall raise no
enquiries or requisitions thereon or objections thereto
5. The Tenant shall be entitled to have access to the Property as from the
date hereof until the Completion Date to occupy the Property and commence
the Tenant's Works in the capacity of a licensee (and not as a tenant) on a
licence on the following terms and conditions :-
(a) The licence shall grant to the Tenant the rights granted by the Lease
(so far as they are consistent with the grant of a non exclusive
licence)
(b) The licence shall reserve to the Landlord the rights reserved by the
Lease (so far as they are consistent with the grant of a non exclusive
licence)
(c) The Landlord and the Tenant shall be bound to comply with and observe
all of the covenants conditions obligations and restrictions contained
or referred to in the Lease (so far as they are consistent with the
grant of a non exclusive licence)
(d) The licence shall be subject to the other matters and provisos
referred to or contained in the Lease (so far as they are consistent
with the grant of a non exclusive licence)
(e) Notwithstanding anything herein before contained or implied the Tenant
shall not be entitled to share occupation of the Property or any part
of it or grant any sub licences of the Property or any part of it save
that the Tenant shall be entitled (with prior notice in writing to the
Landlord) to grant a non exclusive sub licence to a third party of the
whole or any part of the Property such sub licence to be in a form of
the draft annexed to the Lease or such other form to
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be approved by the Landlord (such approval not to be unreasonably
withheld or delayed)
(f) In the event of the Tenant granting a sub licence of the Property or
any part of it (in accordance with sub clause 5(e) hereof) prior to
the issue of the Certificate of Practical Completion then the Tenant
shall pay to the Landlord a licence fee ("the Licence Fee") as from
the date of the occupation and operation from such sublet premises by
such sub-licensee (and for the avoidance of doubt the sub-licensee
cannot operate from such sub-let premises until all necessary services
have been provided by the Landlord) calculated in accordance with the
provisions herein after contained
(g) In respect of any given floor where a sub licence has been granted the
Licence Fee be a sum equivalent to (Pounds)13.50 times by the number of
square feet of the entire floor on which the sub licence was granted
(whether or not the sub licence relates to the whole of the said floor or
part only thereof) and the square footage for any given floor for such
purposes shall be as per the second Schedule hereto
(h) The Tenant's Works shall be carried out in all respects and the
covenants terms and provisions contained in the Licence for
Alterations shall be complied with as if the Licence for Alterations
had been signed and entered into by the parties thereto as at the date
hereof
6. (a) The Landlord will carry out and complete the Landlord's Works to
the reasonable satisfaction of the Tenant in a good and workmanlike
manner as soon as reasonably practicable after the date hereof and in
any event within 20 weeks of the date hereof and in particular will
use its reasonable endeavours to connect an adequate electricity
supply as soon as reasonably practicable from the date hereof
(b) In the event that the Landlords Works have not been completed within
the aforesaid 20 week period all rents and licence fees and other
monies payable hereunder shall be suspended and cease to be payable
until the Date of Issue of the Certificate of Practical Completion and
for the avoidance of doubt the Landlord shall not be entitled to
receive any of the monies which were so suspended
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7. (a) After service of the Certificate of Practical Completion the
Tenant and/or his surveyor may inspect the Property and in the event
that the validity of Certificate of Practical Completion is disputed
by the Tenant and/or his surveyor the Tenant or its surveyor may serve
a notice ("the Dispute Notice") on the Landlord to that effect setting
out the matters in dispute (provided that such notice is served prior
to the Completion Date time being of the essence)
(b) If the Tenant serves a valid Dispute Notice and the Landlord concurs
with the Tenants comments therein the Certificate of Practical
Completion shall automatically be withdrawn (but not in respect of
outstanding works and defects of a minor or snagging and verifying
nature which works and defects the Landlord shall use its best
endeavours to remedy to the reasonable satisfaction of the Tenant as
soon as possible after receipt of the Dispute Notice) and a new
Certificate of Practical Completion shall be served as and when the
matters set out in the Dispute Notice have been rectified to the
reasonable satisfaction of the Tenant whereupon this clause will apply
as though the new Certificate of Practical Completion were the
original Certificate of Practical Completion
(c) If the Tenant serves a valid Dispute Notice and the Landlord disagrees
with any or all of the Tenants comments therein the dispute as to
whether or not the Certificate of Practical Completion is a valid and
effective Certificate of Practical Completion shall be referred at the
instigation of either party to the Arbitrator and in the event that
the Arbitrator finds in favour of the Landlord completion shall take
place two working days after the Arbitrator's determination has been
served on both parties and in the event that the Arbitrator finds in
favour of the Tenant sub-clause (b) above shall apply and the Landlord
shall (if the Arbitrator so decides and the 20 week period referred to
in clause 6(b) above has been exceeded) forthwith on receipt of the
notification of the Arbitrator's determination repay all licence fees
and other monies with interest at base rate of Midland Bank Plc to the
Tenant or such proportion of such monies as the Arbitrator shall
determine
(d) If the Tenant becomes aware of any latent or other defect in the
Landlord's Works or the Block or the Common Areas (as defined in the Lease)
within three
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months of the Completion Date the Landlord shall as soon as reasonably
possible rectify all such matters at the entire expense of the Landlord to
the reasonable satisfaction of the Tenant and in any event within one
calendar month of being so notified by the Tenant.
8. On the Completion Date the Landlord and the Tenant will enter into a
licence to alter the Property in the form of the Licence for Alterations
9. THE Landlord shall grant the Lease with full title guarantee
10. (Save as herein set out) the Property is let with vacant possession on
completion
11. In relation to the Remaining Floors:
(a) The Landlord will in its marketing of the Block use best endeavours to
let the seventh floor prior to the sixth floor and the sixth floor
prior to the fifth floor and the fifth floor prior to the fourth floor
(b) For a period of 8 weeks from Completion Date (time being of the
essence) :-
(i) the Landlord will not demise let or agree or contract to demise
or let any of the Remaining Floors to any person firm or company
other than the Tenant
(ii) The Tenant hereby is given by the Landlord the exclusive option
to have granted to it by the Landlord a lease a deed of
variation and a licence to carry out works as per the Tenant's
Works of any and/or all of the Remaining Floors such option to be
exercisable by 5 working days written notice on the Landlord's
Solicitors to that effect (hereinafter referred to as the
"Exercise Notice") and upon expiration of the said 5 working day
period (time being of the essence) the Landlord shall grant and
the Tenant shall take a lease ("the New Lease") and deed of
variation ("the New Deed of Variation") and new licence to carry
out Tenant's Works ("the New Licence") of the floors referred to
in the Exercise Notice on identical terms to the Lease and Deed
of Variation and Licence for Alterations (respectively) save for
the description of the Premises and the amount of Initial Rent
as each are defined in the Lease the Deed of Variation and the
Licence for Alterations (respectively) . At the same time the
Landlord and the
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Tenant shall enter into a further deed of rent deposit charge in
identical terms to that entered into on the date hereof save that
the "Deposit" (as defined in that deed) shall be calculated in
the same proportion that (Pounds)1m bears to the square footage
of the Property calculated in accordance with the Second
Schedule. The Landlord shall procure that the Landlord's
solicitors shall deliver to the Tenant's solicitors ( or to such
other party as the Tenant's solicitors shall direct) counterparts
of the New Lease and New Deed of Variation within two working
days of receipt of the Exercise Notice and for the avoidance of
doubt the definition of the Premises in the New Lease and Deed of
Variation shall be the same as the floors referred to in the
Exercise Notice and the definition of Initial Rent in the New
Lease and the New Deed of Variation shall be:
- Lease: Initial Rent to be an amount equivalent to the
Agreed Square Footage for the relevant floor(s) multiplied
by (Pounds)15
- Deed of Variation: Initial rent to be an amount equivalent
to the Agreed Square Footage for the relevant floor(s)
multiplied by (Pounds)13.50
(iii) In the event that the Tenant fails to serve the Exercise Notice
within the aforesaid eight week period (time being of the
essence) the Tenant shall be prohibited from serving the Exercise
Notice
(iv) Nothing herein contained or implied shall prevent prohibit or
restrict the Landlord from marketing the Remaining Floors during
the aforesaid eight week period
(v) Each party shall be responsible for their own legal and surveyors
costs incurred and arising out of this Clause II
(c) (i) Prior to the first letting (or entering into of an agreement to
let) of the Remaining Floors with any third party lessee the
Landlord shall first serve on the Tenant a copy of the Heads of
Terms relating thereto ("the Heads of Terms Notice") and offer to
grant to the Tenant a lease
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of that part of the Block on the same terms as those contained
in the Heads of Terms on a lease similar in all material
respects to the Lease (save for the matters set out or referred
to in the Heads of Terms) ("the Heads of Terms Offer")
(ii) The Landlord will at all times keep the Tenant informed of the
course of negotiations for the letting of any of the Remaining
Floors
(iii) The Tenant shall have 10 working days (time being of the
essence) from the date of service of the Heads of Terms Notice
in which to accept or decline the Heads of Terms Offer by notice
in writing to that effect on the Landlord's Solicitors ("the
Heads of Terms Acceptance Notice") to the intent that if the
Tenant fails to serve a proper and valid Heads of Terms
Acceptance Notice within the aforesaid 10 working day period
(time being of the essence) the Tenant shall be deemed to have
declined the Heads of Terms Offer
(iv) In the event that the Tenant declines (or is deemed to have
declined) the Heads of Terms Offer the Landlord shall thereafter
be at liberty to let (or agree to let) the premises referred to
in the Heads of Terms Offer on the terms therein set out but for
the avoidance of doubt the right of first refusal contained in
this Clause 11 (c) shall not lapse unless the remaining floor or
floors referred to in such Heads of Terms are let to the
prospective lessee and in accordance with the Heads of Terms
(v) In the event that the Tenant accepts the Heads of Terms Offer
then the Landlord shall grant a lease (and the Tenant shall take
the lease) of the premises referred to in the Heads of Terms
Offer 20 working days after the date of service of the Heads of
Terms Acceptance Notice such lease to be in the form of the
Lease incorporating such reasonable and proper amendments as are
required by the Landlord's Solicitors and approved by the
Tenants Solicitors (such approval not to be unreasonably
withheld or delayed) necessary to incorporate the Heads of Terms
therein
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(vi) Any dispute concerning the terms of the lease to be granted
pursuant to sub clause (v) of this clause shall be referred to
the Arbitrator whose decision shall be final and binding and in
the event of a reference to the Arbitrator under this sub clause
the completion of the grant of the said lease shall take place
five working days after the Arbitrators determination
(d) On the grant of a lease of any of the Remaining Floors the Landlord's
Obligations hereunder relating to the Landlord's Works at the Property
shall be read and construed and continue to apply to the Remaining
Floors and this Agreement shall be read and construed as though it
relates to the relevant Remaining Floors and all obligations on the
parties hereto inclusive relating to the timing of such works, the
date of occupation of the Property and the Rent Commencement Date and
arbitration shall be construed accordingly.
13. In consideration of the Landlord entering into this agreement at the
request of the Surety the Surety agrees to join in the Lease and any other
lease granted pursuant to the terms hereof to give the covenant on the part
of the Surety therein contained
14 In the event of any dispute in relation to any matter arising in respect of
this Agreement then either party may refer the dispute to the determination
of the Arbitrator whose decision shall be final and binding and whose
costs shall be in his award
15. The provisions of this Agreement shall continue in full force and effect
notwithstanding completion of the Lease in so far as they remain to be
performed
AS WITNESS the hands of the parties hereto
/s/ Xxx Xxxxx
SIGNED for and on behalf of the Landlord
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/s/ Xxxxxx Xxxxxxxxx
..............................
SIGNED for and on behalf of the Surety
in the presence of.........................................
Being a Solicitor of the Supreme Court
who explained the nature of the Surety's
obligations hereunder to the Surety
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/s/ Xxxxx Xxxxxxxx
................................................................
SIGNED by an authorised signatory of
CORDOBA HOLDINGS LIMITED
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THE FIRST SCHEDULE
-------------------
hereinbefore referred to
------------------------
The Ground First Second and Third Floors of the Block
THE SECOND SCHEDULE
--------------------
hereinbefore referred to
------------------------
Floor sq.m sq.ft
7 1,072.1 11,540
6 1,072.1 11,540
5 1,072.1 11,540
4 1,072.1 11,540
3 1,072.1 11,540
2 1,471.1 15,835
1 1,471.1 15,835
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DATED 199
-------------------------------
BALLYMORE PROPERTIES LIMITED (1)
and
CORDOBA HOLDINGS LIMITED(2)
and
XXXXXX XXXXXXX COMBRINCK (3)
L E A S E
of Premises at
The Paragon Building
City
Xxxxxx Xxxxxxx
Xxxxxxxx Xxxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
0171 636 1616
Ref: 36
Particulars and Definitions
---------------------------
THE following expressions shall have where the context so admits the following
meanings:-
1. "THE ACCOUNTING PERIOD" means the period from the First of January in any
year to 31st December in the same year
2. "THE BLOCK" : the premises known as and situate at and known as The Paragon
Building Site F1 and F2 City Reach Greenwich View Xxxxxx X00 and shall
include all additions amendments and alterations made thereto during the
Term
3. "THE COMMENCEMENT DATE" : day of 199
4. "THE COMMON PARTS" : The entrances (other than the entrance included in the
demise) staircases passages landings toilet accommodation (other than as
included in the demise) and all other parts of the Block and/or the Estate
whether or not enjoyed or used by the Tenant in common with others and
which are not specifically demised to any other tenant in the Block and/or
the Estate and which are not included in the definitions of "Premises"
herein contained
5. "FIRST SERVICE CHARGE PAYMENT": (Pounds) 5000
6. "HEADLEASEHOLD TITLE": Title Number EGL 283159
7. "SUPERIOR LEASEHOLD TITLE": Title Number EGL 283164
8. "SERVICE CHARGE ITEM" : an item of expenditure which relates to the Block
and/or the Estate and/or is incurred for the general benefit of some or all
of the occupiers of the Block as referred to in Part I of the First
Schedule hereto
9. "THE SERVICE CHARGE PROPORTION" : a fair and reasonable proportion
calculated on the proportion which the Premises bears to the Block of the
costs charges and expenses incurred in providing or procuring the provision
of the Service Charge Items
10. "THE PARKING SERVICE CHARGE PROPORTION": means the fraction of the costs
charges and expenses referred to in clause (B) of Part II of the First
Schedule hereof of which the numerator is the number of parking spaces to
be allocated to the Tenant and the denominator is the total number of
parking spaces in the Parking Area
11. "PERMITTED USER": Such use as may be permitted under the terms of the
Headlease but provided always that uses of Telecommunications & Information
Technology Switching & Services Facility (or similar) shall not be
construed as being a breach of the use permitted by this Lease
12. "THE INITIAL RENT" : Eight hundred and forty six thousand and nine
hundred POUNDS ((Pounds)846,900) per annum
13. "LESSOR" : Ballymore Properties Limited of St John's House 5 South Parade
Oxford
14. "MANAGEMENT COMPANY": A reputable management company nominated by the
Lessor in accordance with the provisions of clause 6.15 hereof
15. "PIPES" : means all pipes sewers drains mains ducts conduits gutters
watercourses wires cables channels flues and all other conducting media
16. "THE PLAN" : The Plan annexed to this Lease ?
17. "PREMISES" : All those premises on the Ground First Second and Third floor
of the Block which are shown for identification purposes only edged red on
the Plan
18. "RENT" : means the Initial Rent subject to review in accordance with the
provisions set out In the Second Schedule hereto
19. "RENT COMMENCEMENT DATE" day of
199[insert date agreed under the terms of the contract]
20 "THE TENANT" CORDOBA HOLDINGS LIMITED of EBC House 0-0 Xxxxx Xxxxxx Xx
Xxxxxx Xxxxxx XX0 0XX
21. "THE TERM" : 25 years from the Commencement Date
22. "VALUE ADDED TAX" : value added tax payable by virtue of the Value Added
Tax Act 1994 (or previous legislation relating to VAT) or other imposition
or levy of a like nature and "VAT" shall be construed accordingly;
23. "THE SURETY" : means XXXXXX XXXXXXX COMBRINCK of 00 Xxxxxx Xxxxx
Xxxxxxxxxxxx Xxxx Xxxxxx X0
24. "The Superior Lease": means the lease dated 5 April 1991 made between (1)
London Docklands Development Corporation and (2) Xxxxxx Xxxxx - Indescon
Developments Limited
25. "The Superior Lessor": means the person or persons for the time being
entitled to the freehold interest in the Premises
26. "the Head Lessor" means the person or persons entitled to the head
leasehold interest in the Premises
27. "The Headlease": means the lease dated 5 April 1991 between (1) Xxxxxx
Xxxxx - Indescon Developments Limited and (2) Xxxxx Horatio Love Waiter and
the lease dated 5 April 1991 between (1) Xxxxx Xxxxxxx Love Waiter and
(2) Indestates Limited
28. "The Atrium": means the atrium building adjoining and in part over the
Premises
29. "The Atrium Lease": means the lease of the Atrium dated the 5th April 1991
made between (1) Xxxxxx Xxxxx - Indescon Developments Limited and (2)
Xxxxxx Xxxxx and Xxxxx Xxxxxxx Love Waiter
30. "The Tenant of the Atrium": means the Tenant for the time being of the
Atrium Lease
31. "The Lessor of the Atrium": means the Lessor for the time being of the
Atrium Lease
32. "THE PARKING AREA": means the area within the Estate designated by the
Lessor for the parking of motor vehicles
332. "THE PARKING SPACES": means the parking spaces within the Parking Area
from time to time to be allocated by the Lessor to the Tenant for parking
motor vehicles the number of spaces to be allocated being calculated on a
ratio approximately of 1:1200 square feet (to be determined conclusively by
the Lessor acting reasonably)
34. "THE ESTATE": means the remainder of the premises comprised in sites F1
and F2 as defined in the Headlease
THIS LEASE made the day of 199
BETWEEN
(1) The Lessor (which expression shall where the context so admits include the
person entitled to the reversion for the time being immediately expectant
on the term hereby created)
(2) The Tenant (which expression where the context so admits include its
successors in title) and
(3) The Surety (which expression where the context so admits include its
successors)
WITNESSETH as follows:-
1. Demise
In consideration of the rents and the Tenant's and the Surety's covenants
hereinafter reserved and contained THE LESSOR hereby DEMISES unto the Tenant
the Premises and there is included in the demise the following:-
1.1.1 the paint paper and other decorative finishes applied to the interior of
the external walls of the Block but not any other part of the external
walls
1.1.2 the floor finishes so that the lower limit of the Premises includes such
finishes but does not extend to anything below them
1.1.3 the entirety of any non-load bearing internal walls wholly within the
Premises but not any load bearing internal walls
1.1.4 the inner half severed medially of the internal non-load bearing walls
dividing the Premises from other parts of the Block
1.1.5 the ceiling finishes so that the upper limit of the Premises includes
such finishes but does not extend to anything above them
1.1.6 the internal doors and door frames
1.1.7 all additions and improvements to the Premises
1.1.8 all the Lessor's fixtures and fittings of every kind whether originally
affixed or fastened to the Premises or not
1.1.10 any Pipes in or upon the Premises that exclusively serve the Premises
TOGETHER WITH:-
1.2.1 the right of free passage and running of water and soil and all other
services in and through the Pipes made or to be made during the Term upon
through or under adjacent premises in the Block and to the free and
uninterrupted use of Pipes upon through or under such adjacent premises
all such rights to be so far as necessary for the enjoyment of the
Premises and in common with
the Lessor and all others so authorised by the Lessor and all other
persons entitled
1.2.2 The right of support and protection from all other parts of the Block
1.2.3 All rights easements and privileges granted by the Headlease
1.2.4 the exclusive right to park one private motor vehicle in each Parking
Space BUT nothing in this Lease shall imply the right to use such parking
spaces unless and until the Lessor shall give notice to the Tenant that
it is or they are ready for use by the Tenant and the Lessor covenants
with the Tenant to serve the notice referred to in this clause as soon as
the Parking Space is ready for use and to use reasonable endeavours to
ensure that the parking space is ready as soon as reasonably practicable
1.2.5 the right of 24 hours access to the Premises
1.2.6 Such rights of access to and entry upon other parts of the Block as are
necessary for the due performance of the Tenant's obligations under this
lease or for the purposes of carrying out works to the Premises Provided
That such works shall be carried out with the minimum of damage and
inconvenience to the Lessor and other occupiers in the Block and any
damage caused shall be made good to the reasonable satisfaction of the
Lessor
1.2.8 the right to install such plant and machinery on the Block to serve the
Premises as are reasonably necessary for the full enjoyment of the
Premises the precise location of such plant and machinery to be
determined by the Lessor acting reasonably
1.2.9 Subject to the Tenant obtaining and serving all necessary consents in
accordance with its obligations in this Lease the right to place aerials
and microwave dishes and related equipment on the roof of the Block the
main location of such aerials and related equipment to be determined by
the Lessor acting reasonably
1.3 EXCEPTING AND RESERVING to the Lessor and the tenants and occupiers of
other portions of the Block of which the Premises form part and all other
persons entitled thereto
1.3.3 the right of free passage and running of water and soil in and through
the sewers drains and channels (if any) made or to be made during the
Term upon through or under the Premises and the free and uninterrupted
use of all Pipes upon through or under the Premises
1.3.4 full right and liberty for the Lessor and their surveyors agents workmen
and others at all times and from time to time upon reasonable written
notice (save in case of emergency) to enter (and in cases of emergency to
break and enter) into and upon all parts of the Premises provided always
that the minimum possible interference shall be caused to the Tenant and
any lawful occupiers of the Premises for the purpose of viewing
inspecting repairing maintaining altering renewing the Block cleansing
examining or testing all parts of the Block and the Pipes serving it and
to make all connections disconnections and removals which may be
necessary and for the purpose of carrying out any work or doing anything
whatsoever comprised within the Lessor's obligations contained in this
Lease or (whether or not comprised within this Lease) for which the
Tenant is liable to make a contribution or for taking schedules or
inventories of fixtures to be yielded up at the expiry of the Term
PROVIDED that the Lessor shall forthwith make good any damage caused to
the Premises or to the Tenants or any occupiers fixtures and fittings or
stock in trade but shall not be liable to the Tenant for any reasonable
inconvenience or otherwise in relation to any such works carried out or
thing done as aforesaid
1.3.5 all rights of light air and other easements and rights now or hereafter
belonging to or enjoyed by the Premises from or over any adjacent or
neighbouring land or Block
1.3.6 the right for the Superior Lessor and the Headlessor and all persons
authorised by it or them without obtaining consent from or making any
compensation to the Tenant to deal as it or they may think fit with any
adjacent or neighbouring land or Block in any manner whatsoever and to
let the same for any purpose or otherwise deal therewith and to erect or
suffer to be erected thereon or on any part thereof any buildings
whatsoever and to make any alterations erections or additions and to
carry out any demolition building or rebuilding whatsoever which it or
they may think fit or desire to do to such land or buildings or any part
thereof in such manner as the Superior Lessor the Headlessor or the
Lessor think fit notwithstanding the light or air to the Premises is in
any such case thereby diminished or any other liberty easement right or
advantage belonging to the Tenant is thereby diminished or prejudicially
affected and the Tenant shall not at any time during the Term or
thereafter raise or make any complaint or institute or take any
proceedings whatsoever whether by way of injunction or for damage or
otherwise against the Superior Lessor the Headlessor or the Lessor or any
neighbouring owner
or occupier by reason or in consequence of any noise disturbance
annoyance or inconvenience occasioned by any such erection rebuilding
alteration or user as aforesaid but the Superior Lessor the Headlessor
and/or the Lessor as the case may be shall cause as little inconvenience
to the Tenant as is reasonably practicable and shall make good forthwith
any damage caused to the Premises or damage to the Tenant's and any
occupier's fixtures and fittings or stock in trade as a result of any of
the matters set out in this clause
1.3.7 the right of support and shelter and all other easements and rights now
or hereafter belonging to or enjoyed by all adjacent or neighbouring land
or Blocks an interest wherein in possession or reversion is at any time
during the term hereby granted vested in the Lessor the Headlessor or the
Superior Lessor
1.3.8 the right to erect scaffolding for the purpose of inspecting repairing or
cleaning the Block notwithstanding such scaffolding may temporarily
restrict the access to or use of the Premises provided always that the
minimum possible interference shall be caused to the Tenant and any
lawful occupiers of the Premises
1.3.9 the right upon reasonable written notice (save in case of emergency) to
enter the Premises provided always that the minimum possible interference
shall be caused to the Tenant and any lawful occupiers of the Premises if
necessary to repair maintain alter or replace any machinery apparatus or
equipment serving any air conditioning apparatus or lifts in any lift
shafts abutting (but not comprising part of) the Premises the Lessor
causing as little interference with the Tenant's business provided always
that the minimum possible interference shall be caused to the Tenant and
any lawful occupiers of the Premises as possible and rectifying forthwith
any damage or damage to the Tenant's and any occupier's fixtures and
fittings or stock in trade caused in exercise of such right
1.3.10 All rights easements and privileges now belonging to or enjoyed by any
adjoining or neighbouring land
1.3.11 All rights easements and privileges excepted and/or reserved under the
Headlease
2. Habendum
TO HOLD the Premises unto the Tenant (subject to all matters referred to in the
Headleasehold and Superior Title) for a term from and including the Commencement
Date for the Term subject nevertheless to clause 7 hereof and the proviso for
re-entry hereinafter contained
3. Reddendum
YIELDING AND PAYING during the Term yearly and proportionately for any fraction
of a year the rents set out below:
3.1 From and including the Rent Commencement Date the Rent together with (if
demanded) Value Added Tax thereon (upon the Tenant receiving a valid VAT
invoice address to the Tenant) at the rate applicable from time to time the
Rent shall be paid by equal quarterly payments in advance on the usual
quarter days in every year without any deduction or set-off whatsoever the
first payment apportioned in respect of the period from the Rent
Commencement Date to the quarter day next thereafter to be paid on the date
hereof
3.2 By way of further rent the Service Charge
3.3 Throughout the Term by way of further rent forthwith on demand following
the expenditure thereof by the Lessor
3.3.1 the proper and reasonable cost (with the Landlord retaining all
commission) to the Lessor of insuring or procuring the insurance of
not less than three years loss of the Rent
3.3.2 such sum or sums of money (if any) as may be demanded by the
insurance company with whom the Block shall from time to time be
insured in respect of increased premiums occasioned by the nature of
the occupation or business of the Tenant (which amount the Lessor
may at its reasonable discretion decide shall be wholly borne and
paid by the Tenant) together with any reasonable excess imposed by
the Lessor's insurance company as shall be then current in the
insurance market place
4. Tenant's Covenants
THE TENANT hereby COVENANTS with the Lessor as follows:-
Rents
-----
4.1 To pay during the Term the Rent at the times and in manner herein provided
without any deduction (and if so requested by the Lessor to pay the same by
Bankers standing order)
Service Charge
--------------
4.2 To at all times comply with Part III of the First Schedule hereto
Outgoings
---------
4.3 To pay and indemnify the Lessor against (or in the absence of direct
assessment on the Tenant to repay to the Lessor a fair proportion of) all
existing and future rates taxes duties assessments impositions charges and
outgoings of every kind and description (whether parliamentary parochial or
of any other description) payable by law in respect of the Premises or any
part thereof by the owner Lessor lessee or occupier thereof (other than
those levied on the freehold reversion) and if the Lessor shall suffer any
loss of rating relief which may be applicable to empty premises after the
end of the Term by reason of such relief being allowed to the Tenant in
respect of any period before the end of the Term to make good such loss to
the Lessor
Electricity and other services consumed
---------------------------------------
4.4. To pay to the suppliers thereof all charges for electricity gas water and
all other supplies and services consumed in the Premises (including meter
rents) (or in the absence of direct assessment on the Tenant to repay to
the Lessor a fair proportion of such charges) during the Term
Interest
--------
4.5 To pay to the Lessor interest ("Interest") at four per centum per annum
above the current Barclays Bank plc (or its successors in title) Base Rate
or if there shall be no such rate at such other reasonable rate of interest
as the Lessor may from time to time specify ("the Interest Rate") from the
date when any sums whether rent or otherwise shall become payable hereunder
(whether or not demanded) until the date of payment such interest to be
calculated on a day to day basis PROVIDED that such liability to pay
interest shall not arise if such sums are paid by the Tenant within
fourteen days of the date for due payment thereof
Repair
------
4.6 At all times to cleanse maintain keep and renew and well and properly
maintain the Premises and each and every part thereof in good substantial
and decorative repair
and condition throughout the Term (damage by fire and such other risk
against which the Lessor shall have insured save where the insurance monies
shall be irrecoverable (whether in whole or in part) on consequence of any
act or default of the Tenant only excepted) and to replace from time to
time all Lessor's fixtures fittings and appurtenances in the Premises which
may be or become beyond repair at any time during or at the expiration or
sooner determination of the Term provided always that the Tenant shall not
be liable to carry out any works for the remedy of any damage caused by any
defect in the original design or construction of the Block or the Premises
Decoration
----------
4.7 In every fifth year and in the last year of the Term (howsoever determined)
to paint in a proper and workmanlike manner and to a high standard of
decorative finish to the reasonable satisfaction of the surveyor for the
time being of the Lessor and all the inside wood iron and other parts
heretofore or usually painted of the Premises with two good coats of good
quality paint and so that such painting in the last year of the Term shall
be of a tint or colour approved in writing by the Lessor (such approval not
to be unreasonably withheld or delayed) and also with every such internal
painting to oil wash stop gild polish whiten distemper grain varnish colour
paper and otherwise treat and decorate in a proper and workmanlike manner
all such internal parts of the Premises that have been or ought properly to
be so treated and decorated
Alterations and waste
---------------------
4.8.1 Not at any time during the Term to make or permit or suffer to be made
any structural alteration or addition whatsoever without the prior
written consent of the Lessor (such consent not to be unreasonably
withheld) nor to cut maim injure or remove or permit or suffer to be cut
maimed injured or removed any of the walls floors timbers beams columns
or other structural parts thereof nor to make any addition to or
alterations to the internal structural arrangements of the Premises or
any part thereof as the same exists at the date hereof
4.8.2 Not to commit or permit or suffer any waste spoil or destruction in or
upon the Premises nor to cut maim or injure or suffer to be cut maimed
or injured any of the roofs walls timbers wires pipes drains
appurtenances fixtures or fittings thereof
4.8.3 Not to carry out any alterations which are not prohibited pursuant to
sub-paragraph 4.8.1 and 4.8.2. without first obtaining the consent of the
Lessor thereto (such consent not to be unreasonably withheld or delayed)
and if such
consent be granted to carry out such works in accordance with the
provisions of this Lease in all other respects provided that no consent
shall be required for the erection of non-structural alterations but
provided that the Tenant shall supply full drawings and specifications
for such alterations to the Lessor
4.8.4 Not to suspend or to permit or suffer to be suspended any excessive
weight from the main structure of the Premises
4.8.5 Not to overload or permit or suffer to be overloaded the Premises or the
Block or any part thereof or any services thereto or permit or suffer the
same to be used in any manner which will cause undue strain or interfere
therewith and not to cause vibrations nor to use or permit or suffer to
be used the Premises or any part thereof in such manner as to subject the
same or the Block to any strain beyond that which it is designed to bear
4.8.6 To erect any necessary chimney or other ventilator in connection with any
such machinery apparatus and equipment to the reasonable satisfaction in
all respects of the Lessor and to obtain such consents as may be
requisite from the local or any other appropriate authority for the use
of any machinery apparatus and equipment in the Premises and to comply
with all conditions to such consents
4.8.7 To report in writing to the Lessor any wants of reparation of the
Premises
Acts of Parliament
------------------
4.9 At all times during the Term to observe and comply with and to do and
execute or cause to be done and executed all such works and to do all such
things and provide and maintain all arrangements as under or by virtue of
any Act or Acts of Parliament whatsoever now or hereafter to be passed and
any orders bylaws rules and regulations whatsoever thereunder are or shall
be directed or necessary to be done executed upon or maintained in respect
of the Premises or any part thereof or in respect of the user thereof
whether by the Lessors tenants owners or occupiers of the Premises and at
all times to save harmless and to keep indemnified the Lessor and the
Lessor's estate and effects against all claims demands costs expenses and
liability in respect thereof and without prejudice to the generality of the
foregoing to pay all costs charges and expenses incurred by the Lessor in
abating a nuisance and executing all such works as may be necessary for
abating a nuisance or for remedying any other matter in connection with the
Premises in obedience to a notice served by a local authority
Proportion of expenses
----------------------
4.10 To pay a fair proportion (to be conclusively determined by the Surveyor
for the time being of the Lessor acting reasonably) of the expenses
incurred in respect of constructing repairing and cleansing all party
walls fences sewers drains channels sanitary apparatus pipes wires
passageways stairways entrance ways roads pavements and other things the
use of which is common to the Block (or any part thereof) and to other
premises including in particular (but without prejudice a generality of
the foregoing) the cost of maintaining renewing replacing lighting and
insuring the Parking Area
Notice to repair
----------------
4.11.1 No more than once in any calendar year (except in an emergency) to
permit the Lessor and their agents surveyors and others authorised by
them respectively at all reasonable times upon previous notice (except
in emergency) to enter upon and view (and to open up floors and other
parts of the Premises provided always that the minimum possible
interference shall be caused to the Tenant and any lawful occupiers of
the Premises where the opening up is required to view) the state and
condition of the Premises or to check that the Tenant has observed the
covenants and conditions of this Lease and within two months after the
Lessor their agents or surveyors shall have given to the Tenant or left
on the Premises a notice ("the Notice") in writing of any defects decays
or wants of reparation found thereupon in accordance with the covenants
hereinbefore contained well and substantially to repair and make good
the same PROVIDED THAT if the Tenant shall not within one month after
service of the Notice (or sooner if so stated in the Notice) commence
and proceed diligently with the execution of the works or shall have
failed to complete the works specified in the notice within a reasonable
time after service of the Notice (or such other period as may be
specified in the Notice) then without prejudice to all other the
Lessor's rights and remedies it shall be lawful for the Lessor and its
agents surveyors and workmen to enter upon the Premises with or without
tools appliances equipment and materials and execute such repairs and
works and the cost thereof (which expression shall include but not be
limited to all legal costs and Surveyors' fees and other expenditure
whatsoever attendant thereon) shall be a debt immediately payable by the
Tenant to the Lessor and be forthwith recoverable by action as if the
same were in arrears and shall carry Interest at the rate aforesaid And
if and whenever any defect in the state of the Premises has come to the
notice of the Lessor then any such Lessor shall
thereupon be entitled to enter upon the Premises and to erect thereon
such warning notices or lighting or ropes or barriers or such other
items the Lessor may think fit in its reasonable discretion for the
purpose of seeing that persons are reasonably safe from personal injury
or damage to their property from the defect in question but any such
action by such Lessor shall be entirely without prejudice to the
obligation of the Tenant to remedy the defect in question pursuant to
the covenants herein contained and to the Tenant's own obligation to see
that persons are reasonably safe as aforesaid provided always that the
minimum possible interference shall be caused to the Tenant and any
lawful occupiers of the Premises
Combustible articles
--------------------
4.12 Not to store or bring upon the Premises any articles or goods of a
specially combustible inflammable or dangerous nature and not do to or
permit or suffer anything by reason whereof any insurance effected on
the Block and/or the Atrium may be rendered void or voidable or whereby
the rate of premium thereon may be increased and to comply with all
requirements of the insurers and fire authorities as to fire precautions
relating to the Premises and to keep the Premises supplied with such
fire fighting equipment as the London Civil Defence and Fire Authority
may require
Nuisance
--------
4.13 Not to do or suffer on the Premises or any part thereof any act matter
or thing whatsoever which may interfere with the mechanism or the
operation of any equipment or hinder or interfere with any services
provided by the Lessor or which may be or tend to the annoyance
inconvenience nuisance damage or disturbance of the Lessor or the owners
tenants lessees or occupiers of any adjoining or neighbouring property
or which may or shall detract from the respectability of the Premises
the Atrium the Block or the neighbourhood
Illegal purpose
---------------
4.14 Not to use or permit or suffer the Premises or any part thereof to be
used for any illegal or immoral purpose or for any noisome noxious or
offensive trade or business
Occupation
----------
4.15 Not without the consent in writing of the Lessor (which shall not be
unreasonably withheld or delayed in the case of a proposed user which
shall not be in competition
to any use or intended use of any other part of the Block) to use or
permit to be used the Premises except for the Permitted User
No residence
------------
4.16 Not to use the Premises as sleeping accommodation or for residential
purposes or as a music hall or casino or hotel or boarding house nor
keep any animal fish reptile or bird anywhere on the Premises
Signs
-----
4.17 Not without the Lessors consent to affix erect attach or exhibit or
permit or suffer so to be upon any part of the exterior of the Premises
or on any part of the interior of the Premises such that the same is
visible from the outside of the Premises any placard signboard poster
notice advertisement name or sign lights or television telephonic
telegraphic or wireless mast or aerial whatsoever and at the end of the
Term to remove or efface any such permitted sign or signs and make good
to the satisfaction of the Lessors any and all damage caused in the
affixing and removal thereof
Auctions
--------
4.18 Not to hold or permit or suffer to be held any sale by auction on the
Premises without the previous written consent of the Lessor
Part assignment
---------------
4.19 Not at any time during the Term
(a) to assign charge or mortgage a part only of the Premises
(b) nor to charge or mortgage the whole of the Premises without the
Lessor's written licence first had and obtained which shall not be
unreasonably withheld
Whole assignment
----------------
4.20 Not at any time during the Term to assign the whole of the Premises
without the Lessor's written licence first had and obtained which shall
not be unreasonably withheld in the case of a respectable and
responsible person firm or company PROVIDED that every such licence
shall be by deed to be prepared by the Lessor but at the expense of the
Tenant to which the intended assignee ("the Assignee") shall be a party
in order to covenant (and if a firm then jointly and severally by at
least two of its partners and/or directors as appropriate) directly with
the Lessor (and
(if applicable) the Management Company) to pay the rents hereby reserved
and to perform and observe the covenants and conditions herein contained
during the residue of the Term (including this present covenant) in the
same manner as if such covenants and conditions were therein repeated in
extenso in such deed with the substitution of the name of the
Assignee(and partners or directors as aforesaid) for the name of the
Tenant and if the Lessor shall reasonably so require to procure that at
least two (or more if the Lessor so reasonably requires) of the
Assignee's partners or directors (if a partnership or a company
respectively) and/or such other guarantors acceptable to the Lessor
shall enter into direct covenants with the Lessor in a form reasonably
approved by the Lessor from time to time (the costs of such approval
being paid by the Tenant) wherein the partners or directors and/or other
guarantors guarantee the Assignee's covenants and obligations under the
Lease for the remainder of the Term and further provided if the Lessor
(acting reasonably) thinks it appropriate then to provide a rental
deposit equivalent to 6 months Rent and Additional Rent payable
hereunder to be held by the Lessor as security for the performance of
the Assignee's obligations during such period as the Assignee shall be
the Tenant hereunder and further that if such intended assignee shall be
an individual not normally resident in the United Kingdom then upon the
Lessor's demand in that behalf one or more acceptable United Kingdom
resident or company shall join in such deed as aforesaid as surety for
such individual as aforesaid and FURTHER PROVIDED that if requested to
do so by the Lessor the Tenant shall enter into guarantor obligations
direct with the Lessor in the form of Clause 7 hereof with such
variations as the Lessor may require to suit the circumstances of each
case
Premium for underletting and restricted parting with possession
---------------------------------------------------------------
4.21 Not at any time during the Term to demise underlet or otherwise part
with or share possession or occupation of the Premises or any part
thereof or hold them on trust for another for all or any part of the
Term at a fine or premium (the same being hereby expressly prohibited)
and not to part with or share possession or occupation of the Premises
or any part thereof or to hold them on trust for another save by way of
a permitted assignment of the whole or underletting of the whole or part
of the Premises with the consent of the Lessor in accordance with the
provisions in that behalf herein contained Provided That
4.21.1 in the case of an underletting of part there shall be no more than two
sub-lettings per floor and all such sub-leases shall be excluded from
the provisions of Part II of the Landlord and Xxxxxx Xxx 0000 and
4.21.2. the Lessor's consent shall not be required in relation to any licence
substantially in the form of the licence attached hereto as Annexure 2
and which licence shall grant no security of tenure or create any
relationship of landlord and tenant and
4.21.3. no consent shall be required for the sharing of occupation of the whole
or any part of the Premises with any group company of the Tenant within
the meaning of s42 of the Landlord and Xxxxxx Xxx 0000 for so long as
such group relationship shall continues
Authorised underletting
-----------------------
4.22 Not at any time during the Term to demise or underlet the whole or part
of the Premises for all or any part of the Term without the Lessor's
written licence first had and obtained which shall not be unreasonably
withheld PROVIDED that the Underlease shall (in addition to the proviso
in Clause 4.21.1)
4.22.1 provide that the rent to be reserved by an underlease of whole
shall not be less than the Rent payable hereunder or open
market rent at the date of such underletting (whichever shall
be the greater)
4.22.2 provide that the rent to be reserved by an underlease of part
shall not be less than the open market rent at the date of
such underletting in respect of that part of the Premises so
underlet
4.22.3 prohibit the undertenant from doing or allowing any act or
thing in relation to the underlet premises inconsistent with
or in breach of the provisions of this Lease
4.22.4 provide for re-entry by the under Lessor on breach of any
covenant by the undertenant
4.22.5 prohibit any assignment of the whole without the prior consent
of the Lessor under this Lease (such consent not to be
unreasonably withheld or delayed)
4.22.6 prohibit any further underletting of the Premises or the part
thereby underlet (the same being expressly prohibited)
4.22.7 impose in relation to any permitted assignment the same
obligations for registration with the Lessor as are contained
in this Lease in relation to dispositions by the Tenant
4.22.8 provide for the enforcement the performance and observance by
every such undertenant of the provisions of this Lease and the
underlease and not at any
time either expressly or by implication to waive any breach of
the covenants or conditions on the part of any undertenant or
assignee of any underlease nor vary the terms or accept a
surrender of any permitted underlease
4.22.9 impose in relation to any permitted underletting the same
obligations as are contained in 4.22.5 4.22.6 4.22.7 and
4.22.8
4.22.10 impose obligations:-
4.22.10.1 to ensure that the underlease contains provisions for rent
review at the same time and on similar forms to those
contained in this Lease
4.22.10.2 to ensure that the rent is reviewed in accordance with the
terms of the underlease
4.22.10.3 not to agree the reviewed rent with the undertenant without
the approval of the Lessor (such consent not to be
unreasonably withheld or delayed)
4.22.10.4 where the underlease provides an option not to agree that
the third party determining the rent in default of agreement
shall act as an arbitrator or as an expert without the
approval of the Lessor (such consent not to be unreasonably
withheld or delayed
4.22.10.5 not to agree upon the appointment of the person to act as the
third party determining the rent in default of agreement
without the approval of the Lessor (such consent not to be
unreasonably withheld or delayed
4.22.10.6 to incorporate as part of its submissions or representations
to that third party such submissions or representations as the
Lessor shall promptly and reasonably require
4.22.10.7 to give notice to the Lessor of the details of the
determination of every rent review notice within 28 days
4.22.11 prior to the Tenant underletting the Premises it shall before
doing so and before giving possession to the intended
underlessee execute and deliver a deed to be prepared by the
Lessors solicitors at the cost of the Tenant containing if
required by the Lessor a covenant by the intended underlessee
directly with the Lessor to perform and observe during the
term granted to the underlessee the covenants on the part of
the Tenant and the conditions herein contained in the same
manner as if such covenants and conditions were set out in
extenso in such deed with the substitution of the name of the
intended underlessee for the name of the Tenant
Notices specifying breach
-------------------------
4.23 To pay on an indemnity basis all proper expenses (including where
appropriate solicitors' and architects costs and surveyors fees) costs fees
charges and disbursements (including Value Added Tax) incurred by the
Lessor:-
4.23.1 incidental to the preparation and service of a notice under section
146 of the Law of Property Xxx 0000 (whether by the Lessor) or
incurred in proceedings under Section 146 or 147 of that Act
notwithstanding in any such case forfeiture is avoided otherwise
than by relief granted by the Court
4.23.2 in or in contemplation of any legal or other proceedings or other
enforcement action in respect of any breach of any leasehold
covenant
4.23.3 and/or their respective solicitors and/or any managing agents
appointed to manage the Block in respect of any requests for
information and/or enquiries made to such persons
4.23.4 of and incidental to the contemplation of and service of all
notices and schedules relating to wants of repair the non payment
of rent or the performance and observance of the covenants
contained in this Underlease and whether served during or after the
expiration or sooner determination of the Term
Planning Acts
-------------
4.24.1 At all times during the Term (in so far as such obligations
properly fall on the occupier of Premises as opposed to the Lessor)
to comply in all respects with the provisions and requirements of
the Town and Country Planning Xxx 0000 the Planning (Listed
Building and Conservation Areas) Xxx 0000 the Planning (Hazardous
Substances) Xxx 0000 the Planning (Consequential Provisions) Xxx
0000 and the Planning and Compensation Act 1991 or any statutory
modification or re-enactment thereof for the time being in force
("the Planning Acts") and any regulations orders consents or
conditions made thereunder and all licences consents permission and
conditions (if any) granted or imposed thereunder whether as to the
permitted user hereunder or otherwise and to indemnify (as well
after the expiration of the Term by effluxion of time or otherwise
as during its continuance) and keep the Lessor indemnified against
all liability whatsoever including costs and expenses in respect of
any contravention thereof and forthwith to produce to the Lessor on
receipt of notice thereof any notice order or proposal therefor
made given or issued to the Tenant by a planning authority under or
by virtue of the said Act affecting
or relating to the Premises and at the request and cost of the
Lessor to make or join with the Lessor in making every such
objection or representation in respect of the same that the Lessor
shall (acting reasonably) deem expedient
4.24.2 Not without the previous consent in writing of the Lessor (such
consent not to be unreasonably withheld or delayed) to apply for
any planning permission relating to the Premises or any part
thereof
4.24.3 Subject only to any statutory direction to the contrary to pay and
satisfy any charge or levy that may subsequently be imposed under
the Planning Acts in respect of the carrying out or maintenance by
the Tenant on the Premises of any such operations or the
commencement or continuance of any such
4.24.4 Notwithstanding any consent which may be granted under this Lease
not to carry out or make any alteration or addition to the Premises
or any change of use until:-
4.24.4.1 all necessary notices under the Planning Acts have been
served and copies produced to the Lessor
4.24.4.2 all necessary permissions under the Planning Acts have
been obtained and produced to the Lessor
4.24.4.3 the Lessor has acknowledged that every necessary planning
permission is acceptable to it the Lessor being entitled
to refuse the acknowledgement of its acceptance of a
planning permission on the grounds that any condition
contained in it or omitted from it may be prejudicial to
the Lessors interest in the Premises or in the remainder
of the Block whether during or following the expiration
of the Term
4.24.4.4 where permission is granted subject to conditions if the
Lessor so requires to provide security for the compliance
with such conditions and not to implement the planning
permission until security has been provided
4.24.4.5 if required by the Lessor but at the cost of the Tenant
to appeal against any refusal of planning permission or
the imposition of any conditions in a permission
Damage indemnity
----------------
4.25 To be responsible for and to indemnify the Lessor against all damage
occasioned to the Premises whether by reason of the keeping of dangerous
combustible or inflammable goods or materials or otherwise or any other
part of the Block or any adjacent or neighbouring premises or to any
person caused by any act default or
negligence of the Tenant or the servants agents licensees or invitees of
the Tenant and to effect adequate insurance against all third parties and
public liability risks
Obstruction
-----------
4.26 Not to place or permit or suffer to be placed any goods or things
whatsoever upon nor to cause or permit any obstruction to the entrances
passages and other common portions of the Block or the Atrium or upon any
adjoining roads or ways
Regulations
-----------
4.27 To observe and conform to all reasonable regulations and restrictions made
by the Lessor for the proper management of the Block and the Atrium and
notified in writing by the Lessor to the Tenant from time to time and all
regulations contained in or made pursuant to the Superior Lease and/ or
the Headlease and/or the Atrium Lease
Re-letting boards
-----------------
4.28 To permit the Lessor during the six months immediately preceding the
determination of the Term and at any time thereafter to affix and retain
without interference upon any part of the Premises a notice for re-letting
the same and during such period to permit persons with written authority
of the Lessor or the Lessor's agents at reasonable times of the day to
view the Premises
Registration
------------
4.29 Within fourteen days after any permitted assignment underlease mortgage
charge transfer vesting declaration or order declaration of trust probate
letters of administration disposition devolution or other instruments of
the Premises or any part thereof whether the same be effected orally or in
writing to give notice thereof in duplicate to the Lessor's solicitor and
to produce to him the original or a certified copy of the instrument or
instruments (including any relevant probate letter of administration or
assent) or if the same be made orally a memorandum of the terms of such
transaction as aforesaid and also to deliver to the same solicitor for
retention by the Lessor a copy thereof and to pay to the same solicitor a
reasonable fee of not less than TWENTY FIVE POUNDS ((Pounds)25.00) plus
VAT thereon for registration of such transaction in the Lessor's books or
records and within three weeks of every determination of a revised rent
under the provisions of any underlease or underleases to give full details
to the solicitors of the Lessor with evidence of that determination
Yield up
--------
4.30.1 To yield up the Premises with all additions and improvements and
the fixtures and fittings and additions thereto at the expiration
or sooner determination of the Term in good and substantial repair
condition (the Lessor's fixtures fittings and appurtenances being
duly replaced) in accordance with the several covenants on the part
of the Tenant hereinbefore contained
4.30.2 To execute all works of repair painting gilding polishing graining
varnishing distempering colouring decorating papering and
repointing of the Premises necessary or required to be so executed
to the reasonable satisfaction of the Surveyor for the time being
of the Lessors
General indemnity
-----------------
4.31 To pay and make good to the Lessor all and every loss and damage
whatsoever incurred or sustained by the Lessor as a consequence of every
breach or non-observance by the Tenants its servants agents and invitees
of the Tenant's covenants herein contained and to indemnify the Lessor and
the Lessor's estate and effects from and against all actions claims
liability costs and expenses thereby arising
Licence fees
------------
4.32 To pay all proper and reasonable costs and professionals' fees incurred by
the Lessor attendant upon or incidental to every application made by the
Tenant for a consent or licence hereinbefore required or made necessary
whether the same be granted or refused (but not unreasonably withheld) or
proffered subject to any lawful qualification or condition or whether the
application be withdrawn
Value Added Tax
---------------
4.33 Upon receipt of a valid VAT invoice addressed to the Tenant:-
4.33.1 To pay to the Lessor any VAT chargeable upon any supply made by the
Lessor to the Tenant by or pursuant to or in connection with this Lease
so that all consideration for any such supply is exclusive of VAT.
4.33.2 To pay and indemnify the Lessor against any VAT chargeable upon any
supply (whether made to the Lessor or to a third person) where pursuant
to this Lease the Tenant is required to pay to the Lessor any sum in
respect of any costs fees expenses or other expenditure or liability (of
what ever nature) in connection with that
supply except to the extent that any such VAT may be recoverable by the
Lessor from HM Customs and Excise.
4.33.3 To pay all such VAT at the same time that the relevant sum of money or
consideration is payable to or receivable by the Lessor or (if earlier
and in relation to supplies made by the Lessor to the Tenant) at the
time that the supply is treated as taking place for the purposes of the
charge to VAT.
Access to repair
----------------
4.34 To permit the duly authorised agents and servants of the Lessor (and if
authorised by the Lessor the lessees tenants and occupiers of any
adjoining premises belonging to the Lessor) with all necessary workmen
and appliances at all reasonable times to enter upon the Premises
provided always that the minimum possible interference shall be caused
to the Tenant and any lawful occupiers of the Premises to repair cleanse
or maintain any Pipes in on over or under the Premises for the
accommodation of any adjoining premises now or hereafter belonging to
the Lessor all damage thereby occasioned to the Premises being made good
forthwith by the person or persons exercising such rights provided
always that the minimum possible interference shall be caused to the
Tenant and any lawful occupiers of the Premises
Precautions against escape of dangerous or noxious substances
-------------------------------------------------------------
4.35 To take all necessary precautions (whether by the installation of
devices for consuming or absorbing smoke or fumes or for catching
intercepting or precipitating soot dust or ashes or by some other means)
to prevent the amount of smoke fumes gas soot dust or ashes escaping
from the Premises into the surrounding atmosphere PROVIDED ALWAYS that
nothing in this sub-clause contained shall be deemed to be an
authorisation by the Lessor of or of the commission of a nuisance
Not to Block Conduits
---------------------
4.36.1 Not to stop up or obstruct in any way whatsoever or permit oil
grease or other deleterious matter or substance to enter the
drains and sewers of the Block and the Atrium and to employ such
plant for treating any deleterious effluent before permitting the
same to enter such drains and sewers as may be required by the
Lessor from time to time in accordance with best modern practice
and at such intervals as may be reasonable to take steps to rod
the drains and conduits serving the Premises so as to ensure that
no blockage of them shall occur
4.36.2 Not to stop up darken or obstruct any windows or lights belonging
to the Premises or any adjoining adjacent or neighbouring property
owned by the Lessor or their lessees or tenants
Encroachments
-------------
4.37 To use its reasonable endeavours to prevent any encroachment upon the
Premises or the acquisition of any new right to light passage drainage or
other encroachment or easement over upon or under the Premises and to give
notice to the Lessor of any threatened encroachment or attempt to acquire
any such easement and at the request and cost of the Lessor will do all
such things as may be proper for preventing any new encroachment or
easements being acquired
Keys
----
4.38 To ensure that the Lessor has at all times written notice of the name home
address and home telephone number of at least 2 keyholders of the Premises
Notice of Defects
-----------------
4.39 To give notice to the Lessor immediately upon becoming aware of any defect
in the Premises which might give rise to an obligation on the Lessor to do
or refrain from doing any act or thing in order to comply with the
provisions of this lease or the duty of care imposed on the Lessor
pursuant to the Defective Premises Xxx 0000 or otherwise
Compliance with Headlessor's and Superior Lessor's Obligation
-------------------------------------------------------------
4.40 To observe the obligations and comply with the covenants and matters
referred to in the Headleasehold Title and Superior Leasehold Title and
the Atrium Lease (save as to payment of rent) and to indemnify the Lessor
in respect thereof Provided that in the event of any inconsistency between
the obligations contained in the Headlease the Superior Lease and the
Atrium Lease and those contained herein which would cause the Lessor to be
in breach of the Headlease or Superior Lease or the Atrium Lease then the
terms of the Headlease Atrium Lease and the Superior Lease will prevail
Goods left on the Property
--------------------------
4.41 If at the termination date this tenancy has not been renewed by the Tenant
and any goods furniture or effects belonging to the Tenant are left in the
Premises for more
than fourteen days the Lessor shall have power to sell them as agent for
the Tenant and the Lessor shall pay or account to the Tenant within ten
days after a written demand for the proceeds of sale (without interest)
less the reasonable costs of removal storage and sale
Distress
--------
4.42 All sums due and payable under this Lease shall be recoverable if the
Lessor so wishes as if the same formed part of the rents reserved under
this Lease
4.43 Fire Fighting Equipment
-----------------------
At all times during the Term at the Tenant's expense to keep the Premises
supplied and equipped with such fire-fighting apparatus and appliances as
the relevant Fire Prevention Officers shall from time to time in writing
specify or in the absence of such specifications approve and to maintain
such apparatus and appliances to the relevant Fire Prevention Officers'
satisfaction and to permit them to be inspected on reasonable notice save
in an emergency by the Lessor and the relevant Fire Prevention Officers and
also not to obstruct the access to or means of working such apparatus and
appliances by the Tenant's occupations of or connected with the Premises
4.44 Entry To Inspect
----------------
To permit the Lessor and its agents at any reasonable time or times in the
daytime upon reasonable prior written notice (except in emergency) to enter
and examine the Premises provided always that the minimum possible
interference shall be caused to the Tenant and any lawful occupiers of the
Premises to ensure that nothing has been done therein which constitutes or
may in the reasonable opinion of the Lessor tend to constitute a breach of
any of the covenants in These Presents and to examine the state and
condition of the Premises the person or persons so entering causing as
little interference inconvenience and disturbance as reasonably possible
and the Lessor shall forthwith make good any damage caused to the Premises
or the Tenant's or its lawful occupiers' fixtures and fittings or stock in
trade as a result of such entry
4.45 Entry To Take Schedules
-----------------------
To permit the Lessor (no more often than once in any calendar year) at any
reasonable time or times in the day time upon reasonable prior written
notice (except in emergency) to enter the Premises provided always that the
minimum possible interference shall be caused to the Tenant and any lawful
occupiers of the Premises and to take schedules or inventories of the
fixtures and things to be yielded up at the expiration or
sooner determination of the Term the person or persons so entering causing
as little interference inconvenience and disturbance forthwith and the
Lessor shall make good any damage caused as a result of such entry or
damage to the Tenant's and any occupier's fixtures and fittings or stock in
trade
4.46 Entry For Adjoining Premises Repair
-----------------------------------
To permit the Lessor and its workmen and the tenants and occupiers of any
adjoining or neighbouring premises or their respective agents and workmen
at any reasonable time or times in the day to enter upon the Premises
provided always that the minimum possible interference shall be caused to
the Tenant and any lawful occupiers of the Premises on at least five days
prior written notice (except in emergency) for the purpose of executing
repairs additions and alterations to or upon any adjoining or neighbouring
premises or for making repairing maintaining renewing connecting or
cleansing any Services belonging to or leading to or from the same the
persons entering causing as little damage inconvenience interference and
disturbance as possible and making good forthwith all damage thereby
occasioned to the Premises as a result of such entry or damage to the
Tenant's and any occupier's fixtures and fittings or stock in trade
4.47 Entry For Insurance Valuation
-----------------------------
To permit the Lessor and any valuer authorised by it to enter on to the
Premises provided always that the minimum possible interference shall be
caused to the Tenant and any lawful occupiers of the Premises at any
reasonable time upon reasonable prior notice to inspect and value the
Common Parts and the Premises for the purpose of assessing the sum for
which they should be insured the person or persons so entering causing as
little interference inconvenience and disturbance as reasonably and the
Lessor shall make good any damage caused as a result of such entry or
damage to the Tenant's and any occupier's fixtures and fittings or stock in
trade
4.48 Entry for other purposes
------------------------
To permit the Lessor at any reasonable time or times in the day time upon
reasonable prior notice (except in emergency) to enter the Premises
provided always that the minimum possible interference shall be caused to
the Tenant and any lawful occupiers of the Premises for any other proper
purpose the person or persons so entering causing as little interference
inconvenience and disturbance as reasonably and
the Lessor shall make good any damage caused as a result of such entry or
damage to the Tenant's and any occupier's fixtures and fittings or stock in
trade
5. Lessor's Covenants
THE LESSOR hereby COVENANTS with the Tenant as follows:-
Repairs Insurance and Services
------------------------------
5.1 To comply with the provisions on its part contained in the First Schedule
hereto and in so doing the Lessor shall act reasonably and fairly when
allocating an item of expenditure as a Service Charge Item or a Parking
Service Charge Item
Quiet enjoyment
---------------
5.2 That the Tenant paying the rents hereby reserved and observing and
performing the several covenants conditions and stipulations herein on the
part of the Tenant contained shall peaceably hold and enjoy the Premises
throughout the Term without any interruption by the Lessor or any person
rightfully claiming under or in trust for the Lessor
5.3 Superior Lease Covenants
to use all reasonable endeavours to procure the observance and performance
of the obligations on the part of the Superior Lessor under the Superior
Lease and of the Head Lessor under the Headlease
5.4 Service Charge Voids
The Lessor shall be responsible for the discharge all Service Charge
liabilities in respect of unlet parts of the Block other than the Premises
6. PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:-
Re-entry
--------
6.1 These presents are upon the express condition that if the rents from time
to time payable hereunder or any part thereof shall be unpaid for 28 days
after any of the days hereinbefore appointed for payment thereof (whether
the same shall have been
legally demanded or not) or if the Tenant shall not duly perform or observe
all the covenants conditions and provisions hereby on the part of the
Tenant to be performed or observed or if the Tenant shall allow any
distress or execution to be levied on its assets at the Premises or if the
Tenant (being an individual) shall become bankrupt or if the Tenant (being
a company) shall enter into liquidation whether compulsory or voluntary
(save for the purpose of amalgamation or reconstruction of a solvent
company) or shall be struck off the Register of Companies under the
Companies Act 1948 or any statutory modification thereof or if the Tenant
(being an individual or a company) becomes insolvent which for these
purposes shall mean any of the following circumstances:-
6.1.1 in the case of an company :-
6.1.1.1 it is deemed unable to pay its debts as defined in Section
123 of the Insolvency Xxx 0000 (referred to as "the Act" in
the remainder of this paragraph)
6.1.1.2 a proposal is made for a voluntary arrangement for it under
Part I of the Act
6.1.1.3 a receiver or manager is appointed for it whether under
Part III of the Act (including an administrative receiver)
or otherwise
6.1.1.4 it goes into liquidation as defined in Section 247(2) of
the Act (other than a voluntary winding up solely for the
purpose of amalgamation or reconstruction while solvent)
6.1.1.5 a provisional liquidator is appointed for it under Section
135 of the Act
6.1.1.6 it makes any assignment for the benefit of creditors or
enters into any agreement or makes any arrangement with
creditors for liquidation of the Tenants debts by
composition or otherwise
6.1.1.7 a proposal is made for a scheme of arrangement for it under
Section 425 of the Companies Xxx 0000
6.1.2 in the case of an individual:-
6.1.2.1 an application is made for an interim order or a proposal
is made for a voluntary arrangement concerning him under
Part VIII of the Insolvency Xxx 0000
6.1.2.2 a petition is presented to the Court for him to be declared
bankrupt or his circumstances are such that a petition for
such declaration could be presented under Part IX of the
said Act
Then and in any of the said cases and thenceforth it shall be lawful for
the Lessor or any person or persons duly authorised by the Lessor in that
behalf into or upon the Premises or any part thereof in the name of the
whole to re-enter and the same to re-possess and enjoy as if these presents
had not been made without prejudice to any right of action or remedy of the
Lessor in respect of any antecedent breach of any of the covenants by the
Tenant herein contained
Determination in case of extensive damage
-----------------------------------------
6.2 If the Block shall suffer damage howsoever caused of such a substantial
nature as to render its reinstatement or rebuilding impracticable then the
Lessor or Tenant may give to the Tenant not less than three months notice
in writing to determine this present demise and on the expiration of such
notice this demise shall cease and be void but without prejudice to the
rights and remedies which may then have accrued to either party against the
other in respect of any antecedent claim or breach of covenant provided
that any dispute between the parties as to whether or not such
reinstatement or rebuilding is impracticable shall be determined by an
independent surveyor appointed (in default of agreement) by the President
for the time being of The Royal Institution of Chartered Surveyors
Rent suspension
---------------
6.3 In case the Block or any part thereof shall at any time during the Term be
so damaged or destroyed by fire or other risk against which the Lessor or
the Superior Lessor shall have insured as to render the Premises unfit for
occupation and use then (unless the insurance money shall be irrecoverable
solely or in part because of any act or default of the Tenant or any
subtenants or the Tenant's servants agents visitors or licensees) the rents
hereby reserved or a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended until the Premises shall
again be rendered fit for occupation and use or for a period of three years
(whichever shall be the shorter) and any dispute with reference to this
proviso shall be referred to arbitration in accordance with the Arbitration
Act 1996 or any statutory modification or re-enactment thereof for the time
being in force
Accidents
---------
6.4 The Lessor shall not be responsible to the Tenant or the Tenant's licensees
servants agents or other persons in the Premises or calling upon the Tenant
for any accident happening or injury suffered or damage to or loss of any
chattel or property sustained on the Premises or in the Block or in the
Atrium
Effect of waiver in respect of other premises of the Lessor
-----------------------------------------------------------
6.5 It is hereby declared that each of the Tenant's covenants herein contained
shall remain in full force both at law and in equity notwithstanding that
the Lessor shall have waived or released temporarily or permanently
revocably or irrevocably or otherwise howsoever a similar covenant or
similar covenants affecting other adjoining or neighbouring premises for
the time being belonging to the Lessor
Interruption of services
------------------------
6.6 Notwithstanding anything herein contained the Lessor shall not be liable to
the Tenant nor shall the Tenant have any claim against the Lessor in
respect of:-
6.6.1 any interruption in any of the services herein mentioned by reason
of necessary repair or maintenance of any installations or apparatus
or damage thereto or destruction thereof by fire water Act of God or
other cause beyond the Lessor's control or by reason of mechanical
or other defect or breakdown or frost or other inclement conditions
or unavoidable shortage of fuel materials water or labour or
6.6.2 any act omission negligence default or misconduct of any person
employed or engaged by or on behalf of the Lessor in or about the
performance or purported performance of any duty relating to the
provision of the said services or any of them or otherwise in
connection with the management of the Block or the Atrium or any
respective part thereof
Negative letting schemes and effect of s.62 Law of Property Xxx 0000
--------------------------------------------------------------------
6.7 Nothing herein contained shall confer on the Tenant any right to the
benefit of or to enforce any covenant or agreement contained in any lease
or other instrument relating to any other part or parts of the Block or to
the Atrium or to any other premises belonging to the Lessor or limit or
affect the right of the Lessor to deal with the same now or at any time
hereafter in any manner which may be thought fit not shall anything herein
contained confer on the Tenant any liberty privilege easement right or
advantage whatsoever mentioned or referred to in section 62 of the Law of
Property Xxx 0000 save those expressly set out herein
Interpretation
--------------
6.8 In this Underlease where the context so admits:
6.8.1 The words importing the singular number only include the plural number
and vice versa
6.8.2 Where there are two or more persons included in the expression the Tenant
covenants expressed to be made by the Tenant respectively shall be
deemed to be made by such persons jointly and severally
Party walls
-----------
6.9 Such of the internal division walls as divide the Premises from other
premises of the Lessor shall be deemed to be party walls and so subject to
section 38 of the Law of Property Xxx 0000
Service of notices
------------------
6.10 For the purpose of service of all notices hereby or by statute authorised
to be served the regulations as to service of notices contained in section
196 of the Law of Property Xxx 0000 as amended by the Recorded Delivery
Service Xxx 0000 shall be deemed to be incorporated herein
Compensation under Part II of the Landlord and Xxxxxx Xxx 0000
--------------------------------------------------------------
6.11 Subject to the provisions of sub-section (2) of Section 38 of the Landlord
and Xxxxxx Xxx 0000 neither the Tenant nor any assignee or underlessee of
the term hereby granted or of the Premises shall be entitled on quitting
the Premises to any compensation under Section 37 of the same Act under any
corresponding provision in any act amending or replacing the same
Disputes
--------
6.12 If at any time after the date of this Lease any dispute doubt or question
shall arise between the Lessor and the Tenant touching the construction
meaning or effect of these presents or of any clause or thing herein
contained or their respective rights or liabilities under these presents or
otherwise in relation to the Premises then every such dispute doubt or
question shall be referred to and be determined by arbitration in
accordance with the Arbitration Act 1996 or any statutory modification or
re-enactment thereof for the time being in force
No Restriction on Block
-----------------------
6.13 Nothing contained in this Underlease shall by implication of law or
otherwise howsoever operate to confer on the Tenant any easements right or
privileges whatsoever over or against any adjoining neighbouring or other
property belonging to
the Lessor which would or might restrict or prejudicially affect the use or
future use or the future rebuilding alteration or development of such
adjoining neighbouring or other property nor shall the Tenant be entitled
to object to any such use rebuilding alteration or development nor shall
the Tenant be entitled to compensation for any damage or disturbance caused
by or suffered through any such use rebuilding alteration or development
Tenant to pay irrecoverable proportion of Insurance Monies
----------------------------------------------------------
6.14 In the event of damage or destruction of the Premises by an Insured Risk
but where all or part of the Insurance monies shall be irrecoverable as a
result of any act omission neglect or default of the Tenant then the Tenant
shall pay to the Lessor all or such part of the Insurance monies as shall
have been irrecoverable as a result of the act omission neglect or default
of the Tenant as aforesaid and any dispute in this respect shall be
referred to arbitration in accordance with clause 6(12)
Management Company
------------------
6.15 At any time during the Term the Lessor may nominate a Management Company
which company shall be responsible for carrying out all or (at the option
of the Lessor) some only of the obligations of the Lessor relating to the
provisions of services contained herein and in that event the carrying out
of such obligations by the Management Company shall be deemed to be a
discharge by the Lessor of the obligations on the part of the Lessor
contained herein in relation to such matters and in the event of the Lessor
so nominating the obligations on the part of the Tenant contained in part
III of the First Schedule hereto shall be deemed to be obligations on the
part of the Tenant both to the Lessor and the Management Company
User
----
6.16 No representation is made or shall be deemed to be made by the Lessor that
the Permitted User is an authorised user under the Planning Acts (as
defined in clause 4.24.1 hereof)
Management of the Block
-----------------------
6.17 In the management of the Block and the Atrium and the performance of the
obligations of the Lessor herein set out the Lessor shall be entitled to
employ or retain the services of any employee agent consultant service
company contractor engineer or other advisers of whatever nature as the
Lessor may require and the expenses incurred by the Lessor in connection
therewith shall be deemed to be an
expense incurred by the Lessor in respect of which the Tenant shall be
liable to make an appropriate contribution under the provisions set out in
the First Schedule hereto
Rent Review
-----------
6.18 The Parties hereto agree that the rent review provisions set out in the
Second Schedule hereto shall apply
Break Clause
------------
6.19 The Tenant may terminate this lease by giving at least 6 months notice in
writing to the Lessor such notice to expire at the end of the 15th year of
the Term
Rights and Consent
6.20 Where under the terms hereof rights are granted to and/or excepted and
reserved for the benefit of the Lessor such rights shall in addition be
deemed to be granted to and/or (as the case may be) excepted and reserved
for the benefit of the Superior Lessor and the Headlessor and all those
authorised by them and when under the terms hereof consent or approval
shall be required from the Lessor for any act or thing there shall be
deemed to be a separate requirement for the Tenant to obtain consent or
approval from the Superior Lessor (when the same shall be required under
the Superior Lease) and from the Headlessor (when the same shall be
required under the Headlease)
Authorised Guarantee Agreement
7 Date AGREEMENT dated....
Parties BETWEEN....("Lessor") (1)..... ("Assignor")
(2)........ ("the Surety") (3)
Agreement conditional on completion The Assignor has agreed to assign the
of proposed assignment lease..[particulars] ("the Lease") to... ("the
Assignee") and this agreement takes effect when the
Lease is assigned to the Assignee
Indemnity against loss from failure THE Assignor and the Surety jointly and severally
to comply with any lease term agree to Indemnify the Lessor against all losses
incurred as a result of any failure by the Assignee
to comply with any of the terms of the Lease
Assignor is principal debtor THE Assignor and the Surety are ,jointly and
severally liable to the Lessor under their agreement
as principal debtor, and his/its obligation remain
fully effective even if the Lessor gives the Assignee
extra time to comply with any obligation in the
Lease, or does not insist on its strict terms
Assignor to accept a new tenancy if THE Assignor and the Surety each agree, in the event
lease declaimed that the Lease is disclaimed and on being so required
by the Lessor, to accept from the Lessor the grant of
a new tenancy and to execute and deliver a
counterpart of it to the Lessor. The new tenancy is
to be on the same terms and conditions as the Lease
at the date of the disclaimer and to be for a term
expiring on the term date of the Lease
Agreement ends when Assignor released THIS Agreement ceases to have effect when the
by assignment (which is not excluded) Assignor is released from the tenant covenants of the
or by agreement Lease by virtue of Section 5 of the Lessor and Tenant
(Covenants) Xxx 0000 or with the consent of the Lessor
Surety Provisions
8 THE SURETY in consideration of the demise hereinbefore contained having been
made at his request hereby COVENANTS with the Lessor as a primary obligation
that the Tenant shall pay the rents hereby reserved on the days and in manner
aforesaid and shall duly perform and observe all the covenants hereinbefore
on the Tenant's part contained and that in case of default in such payment of
rent or performance or observance of any of the covenants as aforesaid during
the currency of the Term and also thereafter during such period as the Tenant
remains in occupation of the Premises the Surety will pay and make good to
the Lessor on demand all loss damages costs and expenses thereby arising or
incurred by the Lessor PROVIDED ALWAYS AND IT IS HEREBY AGREED that any
neglect or forbearance of the Lessor in endeavouring to obtain payment of the
said several rents when the same becomes payable or to enforce performance or
observance of the several stipulations herein on the Tenant's part contained
and any time which may be given by the Lessor to the Tenant shall not release
or exonerate or in any way affect the liability of the Surety under this
covenant AND PROVIDED FURTHER AND IT IS HEREBY FURTHER AGREED that:-
8.1 in the event of this Lease being disclaimed by the Tenant or on behalf
of the Tenant under any statutory or other power the Surety will if
requested by the Lessor to do so take from the Lessor within three
months after such disclaimer a grant of another Lease of the Premises
for the residue of the Term unexpired hereinbefore reserved and subject
to the like covenants and provisions as are herein contained and at the
expense of the Surety and on the execution of such further Lease the
Surety shall execute and deliver to the Lessor a counterpart thereof
8.2 The Surety hereby further covenants with the Lessor that:-
8.2.1 if there shall be disclaimer or surrender of this Lease whether
by a liquidator trustee in bankruptcy the Crown or otherwise
howsoever or
8.2.2 if this Lease shall be forfeited or
8.2.3 if the Tenant being a sole or the last surviving Tenant shall
in the case of an individual die or in the case of a company be
dissolved or if otherwise the Tenant shall cease to exist
THEN the Surety shall if the Lessor by notice in writing given to the
Surety within three months after such disclaimer or other event or
occurrence referred to in sub-paragraphs 8.2.1 8.2.2 and 8.2.3 so
requires accept from and execute and deliver to the Lessor a
counterpart of a new lease of the Premises for a term commencing on
the date of the disclaimer or other event and continuing for the
residue then remaining unexpired of the Term such new lease to be at
the cost of the Surety and to be at the same rent and subject to the
same covenants conditions and provisions as are contained in this
Lease
8.3 if the Lessor shall not require the Surety to take a new lease the
Surety shall nevertheless upon demand pay to the Lessor a sum equal to
the rent that would have been payable under this Lease but for the
disclaimer or other event in respect of the period from and including
the date of such disclaimer or other event until the Lessor shall have
granted a lease of the Premises to a third party
8.4 This guarantee shall ensure for the benefit of the successors and
assigns of the Lessor under this Lease without the necessity for any
assignment thereof
8.5 In the event that under the provisions of this Lease the Lessor shall
be entitled to require that the Tenant enters into an Agreement as
provided for in Clause 7 hereof the Surety will also enter into such
Agreement
8.6 The Surety may in its discretion enter into and require the Landlord
to enter into a deed of rent deposit in the form attached hereto as
Annexure 3 within 14 days of the Surety notifying the Landlord and Tenant
in writing of such requirement and upon formal completion of such deed the
Surety shall be released from the covenants contained in this Clause 8 and
all obligations contained or referred to in the agreement for lease to
which this lease gives effect, and any deeds ancillary hereto and the
Landlord shall execute a formal Deed of Release in a form reasonably
acceptable to the Tenant and Surety within 14 days of such notification and
this Lease shall be construed as if reference to "the Surety" were deleted
throughout provided that the deed of rent deposit shall be in addition to
that entered into by the Landlord and Tenant dated 8 July 1998 or any other
deed entered into by reason of the grant of any other lease of the Block by
the Landlord to the Tenant
Headings
9 THE headings hereto are inserted for convenience of reference only and shall
not in any manner affect the construction meaning or effect of anything
herein contained or govern the rights and liabilities of the parties hereto
IN WITNESS whereof the parties hereto have executed these presents the day and
year first above written
THE FIRST SCHEDULE
------------------
Part I
-------
Service Charge Items
--------------------
1. To pay to the appropriate authorities respectively responsible for
collecting the same all rates taxes and outgoings in respect of any part or
parts of the Block used in common by the owners or occupiers of more than
one unit in the Block including any imposed or becoming payable after the
date hereof and whether or not of a novel nature
2. To maintain any common service conduits in under or over the Block in a
good state of repair and condition but nothing herein contained shall
render the Lessor liable for maintenance of the said conduits which shall
have been adopted by or become vested in any national local or public
authority or body or statutory undertaking
3. (a) To keep the Common Parts and all fixtures and fittings in such of
the Common Parts as aforesaid and additions thereto in good and
tenantable repair and decorative condition (including any renewal and
replacement of all worn or damaged parts) (damage by any of the
insured risks excepted) but without prejudice to the rights of the
Lessor or the Lessor to recover from the Tenant or any other person
the amount or value of any loss or damage caused by the negligent or
other wrongful act or default of the Tenant or such other person
(b) Without prejudice to the generality of the foregoing to maintain any
equipment and/or facilities which may from time to time be available
for communal use by occupiers within the Block and insofar as may be
applicable to pay and discharge all or any rental or other payments
(including maintenance payments) which may from time to time be
payable in relation to any entry phone system installed in the Block
and also to any other such facilities in respect of which such
payments shall from time to time become due whether such facilities
are situated wholly or partly within the Common Parts of the Block or
elsewhere within the Block
4. If and whenever the Lessor or the Lessor shall reasonably consider it
necessary so to do install such equipment and facilities as it may
reasonably deem appropriate for
the better running management use and security of the Block or any part
thereof upon such terms as the Lessor or the Lessor shall reasonably
consider appropriate
5. To keep or cause to be kept proper books of account of all costs charges
and expenses incurred by the Lessor in carrying out its obligations under
this schedule or in otherwise managing and administering the Block and in
each year during the Term to prepare a certificate of
(a) the total amount of such costs charges and expenses for the period to
which the certificate relates and
(b) the proportionate amount due from the Tenant to the Lessor under the
provisions set out in clause 1 of Part III of this Schedule after
taking into account payments made in advance under the provisions set
out clause 2 of the same part of this Schedule
and to send a copy of the same to the Tenant
6. (a) To insure and keep insured in the names of the Lessor (with the
interests of the Tenant and their respective mortgagees being noted if
the Lessor shall be so requested (either specifically or by way of a
general noting)) in some office of repute the Block against loss or
damage by fire or aircraft or things dropped from aircraft and storm
and tempest and all other risks normally covered for standard premium
by a comprehensive policy (including terrorism cover) in the aggregate
amount of:
(i) the full reinstatement value of the Block and
(ii) the amount of three years' rent thereof to the Lessor and
(iii) all architects' surveyors' and other professional fees and also
to insure against liability for personal injury occurring to any
person and such other risks as the Lessor the Superior Lessor or
the Headlessor may reasonably require and to make all payments
necessary for effecting and keeping on foot such insurances
(b) As often as any part of the Block is destroyed or damaged by fire or
aircraft or things dropped from aircraft storm or tempest or any other
peril covered by the aforementioned insurance to apply the proceeds of
the insurance in that behalf in or towards the rebuilding or
reinstatement of the Block and to make up any shortfall from the
Landlord's own monies
7. (a) To keep the structure and the exterior of the Block and the
remainder of the Common Parts as the Lessor shall reasonably designate
as being for the benefit of the occupiers of the Block (or some of
them) and all fixtures and fittings (including the lifts) in such of
the Common Parts as aforesaid and
additions thereto in good and tenantable repair and decorative
condition (including any renewal and replacement of all worn or
damaged parts) (damage by any of the insured risks excepted) but
without prejudice to the rights of the Lessor to recover from the
Tenant or any other person the amount or value of any loss or damage
caused by the negligent or other wrongful act or default of the Tenant
or such other person and (insofar as may be appropriate) to provide
lighting therefor provided that for the sake of clarity
(b) Without prejudice to the generality of the foregoing to use all
reasonable endeavours to maintain any equipment and/or facilities
which may from time to time be available for communal use by occupiers
within the Block and insofar as may be applicable to pay and discharge
all or any rental or other payments (including maintenance payments)
which may from time to time be payable in relation to any entry phone
system installed in the Block and also to any other such facilities
in respect of which such payments shall from time to time become due
whether such facilities are situated wholly or partly within the
Common Parts of the Block or elsewhere within the Block)
8. To use all reasonable efforts to enforce the covenants contained in such
other Leases of units in the Block as may be granted
9. If and whenever the Lessor or the Lessor shall consider it necessary so to
install such equipment and facilities as it may deem appropriate for the
better running management use and security of the Block (taken together) or
any part thereof upon such terms as the Lessor shall reasonably consider
appropriate
10. To employ such staff as the Lessor shall reasonably consider appropriate to
provide any of the services referred to in any part of this Schedule or
otherwise to provide services in relation to the management of the Block or
any part thereof
11. To pay the interest and other financing costs (if any) incurred by the
Lessor in respect of the payment of any Service Charge Item
12. To make any payment due from the Lessor (directly or indirectly) under the
Headlease and the Atrium Lease
13. To comply with the principles of good estate management in the provision
of the Service Charge Items
14. To provide within three months of the end of each accounting period and
deliver to the Tenant a statement and accounts audited by a reputable firm
of chartered accountants and certified statement of the costs of such
Service Charge Items and the Lessor or Tenant as appropriate shall pay to
the either with fourteen days of delivery of such statement a sum equal to
the amount by which the actual service
charge payment either exceeded or was less than the actual cost of
provisions of the Service Charge Items as appropriate
15. To provide adequate refuse disposal facilities
PART II
-------
Parking Service Charge Items
----------------------------
1. To keep the car parking spaces forming part of the Parking Area and all
gates shutters ramps and accessways leading thereto and the security
facilities thereof in good and tenantable repair and cleaned (including the
replacement of damaged and worn parts)
2. To pay to the appropriate authorities respectively responsible for
collecting the same all rates taxes and outgoings in respect of any part or
parts of the Parking Area including any becoming payable after the date
hereof and whether or not of a novel nature
3. If and whenever the Lessor shall reasonably (acting within the principles
of good estate management) consider it necessary so to do install such
equipment and facilities as it may deem appropriate for the better running
management use and security of the Parking Area
4. To use all reasonable efforts to maintain the painted lines (if any)
separating one parking space from another
PART III
--------
1. (a) To pay to and keep the Lessor indemnified against the Service
Charge Proportion of all costs charges and expenses which the
Lessor shall incur in complying with the obligations set out in
Part I of the First Schedule hereto in respect of any expenditure
incurred by the Lessor which shall be treated as a Service Charge
Item but if in the reasonable opinion of the Lessor it shall be
undesirable or unreasonable to calculate or apportion the whole
or any part of any such costs charges and expenses on the basis
of the Service Charge Proportion then the proportion shall be
such part of the whole or any part of such costs charges and
expenses determined at the reasonable discretion of the Lessor
(b) To pay to and keep the Lessor indemnified against the Parking
Service Charge Proportion of all costs charges and expenses which
the Lessor shall incur in complying with the obligations set out
in Part II of the First Schedule hereto and/or in respect of any
expenditure incurred by the Lessor which shall be treated as a
Parking Service Charge Item but if in the reasonable opinion of
the Lessor it shall be undesirable or unreasonable to calculate
or apportion the whole or any part of any such costs charges and
expenses on the basis of the Parking Service Charge Proportion
then the proportion shall be such part of the whole or any part
of such costs charges and expenses determined at the reasonable
discretion of the Lessor
(c) Notwithstanding anything herein contained the parties agree that
if the Lessor shall (acting reasonably) consider that any part or
parts of the costs charges and expenses which the Lessor shall
incur as aforesaid shall be the subject of contributions from
persons other than the lessees for the time being of the Block
then the Lessor shall reduce the amount of the costs charges and
expenses in question to which the Tenant is obliged to contribute
by such sum or sums as the Lessor shall in its absolute
discretion consider reasonable rather than allocating the total
amount of those costs charges and expenses and in this connection
the Tenant acknowledges that the discretion conferred upon the
Lessor under the provisions of this clause is an absolute
discretion which shall be exercisable by the Lessor in such
manner and upon such terms and at such times as the Lessor shall
consider appropriate
(d) Any sums due from the Tenant to the Lessor pursuant to this
clause (and under clauses 2 and 3 of Part III of this Schedule)
shall be due as additional rent and shall be recoverable as such
2. (a) To pay to the Lessor on the usual quarter days in each year such
reasonable sum as the Lessor shall (acting reasonably) estimate
to be one quarter of the amount prospectively payable by the
Tenant under clause 1 of this Schedule (such sum being taken into
account and credited against the amount eventually determined to
be so payable) the first payment to be made on the execution
hereof and to be the amount of the First Service Charge Payment
being a fixed amount to cover the period from the date hereof
until the next Quarter Day and until such time as the said
expenses shall be calculated or estimated each of the said
quarterly contributions shall be in the amount of the First
Service Charge Payment provided that:-
(i) any sum received by the Lessor on the execution hereof or
from time to time on account of any service charge
proportions payable for a
period after the date upon which such payment or payments
is or are to be made shall be deemed to be held by the
Lessor as bare trustee for the Tenant upon trust to utilise
such sum towards the expenses to be incurred by the Lessor
as aforesaid
(ii) in this Schedule the expression "all costs charges and
expenses which the Lessor shall incur" shall include not
only those costs charges and expenses which the Lessor
shall have actually incurred or made or which shall have
been charged to the Lessor during the year in question but
also a reasonable sum on account of those items of
expenditure which are of a periodically recurring nature
(whether recurring by regular or irregular periods)
whenever disbursed incurred or made and whether prior to
the commencement of the Term or otherwise including a sum
or sums of money by way of reasonable provision for
anticipated expenditure in respect thereof as the Lessor
may in its reasonable discretion allocate to the year in
question as being fair and reasonable in all the
circumstances
(b) if in order to comply with any of the obligations of the
Lessor contained in this Schedule hereto or if to carry out
any other works or things to or for the reasonable
improvement of the Block the Lessor has properly and
reasonably spent money in excess of those sums the Lessor
shall then have collected from the Tenant and the other
tenants of the Block towards the cost of carrying out such
obligations or works or things then the Tenant shall pay
within 28 days of demand being received by the Tenant such
sums as shall represent a proportionate part (calculated in
the manner aforesaid) of the money that will be required to
be expended by the Lessor over and above the sums already
received by the Lessor and such further amount shall be
taken into account in calculating the amount of the service
charge proportions pursuant to the provisions hereinbefore
contained
3. Within twenty-eight days after receipt of a copy of the certification
provided for in this Schedule to pay to the Lessor the net amount (if any)
appearing by such notice to be due to the Lessor from the Tenant
THE SECOND SCHEDULE
-------------------
Rent Review
-----------
1. Definitions
-----------
1.1 The terms defined in this paragraph shall for all purposes of this
Schedule have the meanings specified
1.2 "Review Period" means the period between any Review Date and the day
prior to the next Review Date (inclusive) or between the last Review
Date and the expiry of the Term (inclusive)
1.3 "The Assumptions" means the following assumptions at the relevant
Review Date
1.3.1 That no work has been carried out on the Premises by the Tenant
or its sub-Tenants during the Term which has diminished the
rental value of the Premises
1.3.2 That if the Premises have been destroyed or damaged that they
have been fully restored
1.3.3 That the covenants contained in this Lease on the part of the
Tenant and the Lessor have been fully observed and performed
1.3.4 That the Premises are available to let by a willing Lessor to a
willing tenant ("Willing Tenant") by one lease without a fine
or premium being paid by either party and with vacant
possession
1.3.5 That the Premises are ready and fitted out for possession in
accordance with the Category A works listed in Annexure 1
attached hereto awaiting tenants fixtures fittings and
equipment to render them ready for use for the purpose or
purposes required by the Willing Tenant
1.3.6 That the Premises have been fitted with a full VAV air
conditioning system and that the same is in good working order
1.3.7 That the Lease referred to in paragraph 1.3.4 contains the same
terms as this Lease except the amount of the Initial Rent and
any rent free period allowed to the Tenant but including the
provision for rent review on the Review Dates and except as set
out in paragraph 1.3.8
1.3.8 That the term of the Lease referred to in paragraph 1.3.4 is
equal in length to the Term beginning on the relevant Review
Date and that the rent shall commence to be payable from that
date and that the years during which the Tenant covenants to
decorate the Premises shall be
at similar intervals after the beginning of the term of such
lease as those referred to in this Lease
1.3.9 That any rent free period or concessionary rent period or
contribution or any other inducement whether of a capital or
revenue nature which would or might be made by the willing
Lessor to the Willing Tenant to reflect the time and capital
cost necessary to fit out the Premises for operational use upon
the grant of the lease referred to in paragraph 1.3.4 shall
have expired or been given immediately before the relevant
Review Date
1.4 The Disregarded Matters means:-
1.4.1 Any effect on rent of the fact that the Tenant has been in
occupation of the Premises
1.4.2 Any goodwill attached to the Premises by reason of the carrying
on at the Premises of the business of the Tenant
1.4.3 Any increase in rental value of the Premises attributable to
the existence at the relevant Review Date of any improvement to
the Premises (other than any improvement referred to in
Paragraph 1.3.5 and 1.3.6) carried out with consent where
required otherwise than in pursuance of an obligation (whether
or not that obligation was imposed before or after the date
hereof) to the Lessor or its predecessors in title either
1.4.3.1 by the Tenant its sub-tenants or their predecessors in
title or by any lawful occupiers during the Term or
during any period of occupation prior to the Term or
during any period of occupation prior to the Term
arising out of an agreement to grant or
1.4.3.2 by any tenant or sub-tenant of the Premises or by any
lawful occupiers before the commencement of the Term
so long as the Lessor or its predecessors in title
have not since the improvement was carried out had
vacant possession of the relevant part of the Premises
1.5 "The President" means the President for the time being of the Royal
Institution of Chartered Surveyors the duly appointed deputy of the
President or any person authorised by the President to make
appointments on his behalf
1.6 "The Arbitrator" means a person appointed by agreement between the
parties or in the absence of agreement within 14 days of one party
giving notice to the other of its nomination or nominations nominated
by the President on the application of either party made not earlier
than six months before the relevant Review Date or at any time
afterwards
1.7 "Review Dates" mean the [ ] day of [ ] in the years 2003 2008
2013 2018 and 2023
1.8 "Initial Rent" means the annual rent of (Pounds)846,900
1.9 "Rent" means the rent first reserved by this Lease
2. Ascertaining the Rent
---------------------
2.1 The Rent shall be:-
2.1.1 Until the first Review Date the Initial Rent and
2.1.2 During each successive Review Period a rent equal to the
greatest of:-
2.1.2.1 the Rent payable immediately prior to the ]% per
annum (compounded quarterly) from relevant Review
Date or if payment of Rent has the Term Commencement
Date or (if been suspended pursuant to the proviso to
that applicable) the previous Review Date and effect
contained in this Lease the Rent which would have
been payable had there been no such suspension
increased at the rate of [
2.1.2.2 such Rent as may be ascertained in accordance
with this Schedule and
2.1.2.3 (Pounds)846,900
2.2 Such revised Rent for any Review Period may be agreed in writing at
any time between the parties or (in the absence of agreement) will be
determined not earlier than the Review Date by the Arbitrator
2.3 The revised Rent to be determined by the Arbitrator shall be in
respect of each Review Date such as he shall decide to be the market
rent at which the Premises might reasonably be expected to be let on
the open market at the relevant Review Date making the Assumptions
but disregarding the Disregarded Matters
2.4 The Arbitration shall be conducted in accordance with the Arbitration
Acts 1950-1979 except that if the Arbitrator nominated pursuant to
paragraph 1.6 shall die or decline to act the President may on the
application of either party discharge the Arbitrator and appoint
another in his place
2.5 Whenever the Rent shall have been ascertained in accordance with this
Schedule Memorandum to this effect shall be signed by or on behalf of
the parties and annexed to this Lease and its counterpart and the
parties shall bear their own costs in this respect
3. Arrangements Pending Ascertainment of Revised Rent
--------------------------------------------------
If the revised Rent payable during any Review Period has not been
ascertained by the relevant Review Date Rent shall continue to be payable
at the rate previously payable such payments being on account of the Rent
for that Review Period
4. Payment of Revised Rent
-----------------------
If the revised Rent payable during any Review Period has not been
ascertained by the relevant Review Date then immediately after the date
when the same has been agreed between the parties or the date upon which
the Arbitrators award shall be received by one party the Tenant shall pay
to the Lessor:-
4.1 Any shortfall between the Rent which would have been paid on the
Review Date and on any subsequent quarter days had the revised rent
been ascertained on or before the relevant Review Date and the
payments made by the Tenant on account
4.2 Interest at Base Rate of Barclays Bank for the period commencing on
the relevant Review Date until the quarter day following the date on
which the revised Rent shall be ascertained
5. Rental Restriction
------------------
5.1 If at any of the Review Dates there shall be in force a statute which
shall prevent restrict or modify the Lessor's right to review the Rent
in accordance with this Lease and/or to recover any increase in the
Rent the Lessor shall when such restriction or modification is removed
relaxed or modified be entitled (but without prejudice to its rights
(if any) to recover any Rent the payment of which has only been
deferred by Law) on giving not less than one month's nor less than
three months' notice in writing to the Tenant to invoke the provisions
of paragraph 5.2
5.2 Upon the service of a notice pursuant to paragraph 5.1 the Lessor
shall be entitled:-
5.2.1 to proceed with any review of the Rent which may have been
prevented or further to review the Rent in respect of any
review where the Lessor's right was restricted or modified and
the date of expiry of
such notice shall be deemed for the purposes of this Lease to
be a Review Date (provided that without prejudice to the
operation of this paragraph nothing in this paragraph shall be
construed as varying any subsequent Review Dates)
5.2.2 to recover any increase in Rent with effect from the earliest
date permitted by law
5.3 Time shall not be of the essence with regard to the provisions of this
Schedule
EXECUTED as a DEED by
the TENANT acting by two of
it's directors :-
EXECUTED as a DEED by
the LESSOR acting by two of
it's directors :-
EXECUTED as a DEED by
the SURETY acting by two
of it's directors :-
Annexures to Agreement
----------------------
The following is a list of the Annexures to the Agreement. Annexures
marked with an asterisk are omitted from this filing. The registrant agrees to
furnish supplementally a copy of any omitted annexure to the Commission upon
request.
1. Lease of Premises
2. Rent Deposit Charge*
3. Deed of Variation*
4. Licence for Alterations*
5. Landlord's Works*
Material Differences Schedule
Pursuant to Instruction 2 to Item 601(a) of Regulation S-K, the registrant
has omitted the following documents:
1. Agreement dated October 15, 1998 between Ballymore Properties Limited
and Cordoba Holdings Limited and Xxxxxx Xxxxxxx Combrinck ("October
1998 Agreement").
2. Agreement dated January 29, 1999 between Ballymore Properties Limited
and Cordoba Holdings Limited and Xxxxxx Xxxxxxx Combrinck ("January
1999 Agreement").
The omitted documents are substantially identical to this exhibit except
that they differ with respect to the following material details:
1. With respect to the October 1998 Agreement, that document differs from
this exhibit in the following manner:
a. Date: October 15, 1998
b. Demised Premises: The Fourth, Fifth, Sixth and Seventh Floors
of the Block
c. Initial Rent: (Pounds)692,400 per annum
d. Facilities Management Form of Facilities Management Agreement
Agreement: annexed to the October 1998 Agreement
2. With respect to the January 1999 Agreement, that document differs from
this exhibit in the following manner:
a. Date: January 29, 1999
b. Demised Premises: The Eighth and Ninth Floors and the Block
c. Initial Rent: (Pounds)230,800 per annum
d. Deed of Variations: No Deed of Variations annexed to the January
1999 Agreement
