EXHIBIT 10.15
DATED 20th May 1999
certified a true copy this day of
ArnheimTite&Lewis
(1) FORWARD PUBLISHING LIMITED
(2) XXXXXXX XXXXXXXX XXXXXXXX (UK)
INC
==================================================
AGREEMENT FOR LEASE
- relating to -
Xxxxx Xxxxx 00-00 Xxxxxxx Xxxxxx Xxxxxx
==================================================
OLSWANG
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Fax: 0000-000 0000
email: xxxxxxx@xxxxxxx.xx.xx
CONTENTS
Clause Page
1. DEFINITIONS .............................................................1
2. CONDITIONAL AGREEMENT ...................................................2
3. LEASE AND TITLE .........................................................3
4. TENANT'S WORKS ..........................................................3
5. ACCESS PENDING GRANT OF LEASE ...........................................4
6. ALIENATION NON-MERGER ...................................................5
7. DETERMINATION ...........................................................5
8. NOTICES .................................................................5
9. DISPUTES AND CERTIFICATES ...............................................5
10. EXCLUSION OF SECURITY OF TENURE .........................................6
11. STANDARD CONDITIONS .....................................................6
THIS AGREEMENT is made the 20th day of May 1999
BETWEEN:
(1) FORWARD PUBLISHING LIMITED whose registered office is at 0 Xxxxxxx Xxxx
Xxxxxxx Xxx Xxxxxxxxxxx Xxxxxxxxxxxxx XX0 0XX ("Landlord") and
(2) XXXXXXX XXXXXXXX XXXXXXXX (UK) INC whose registered office is at 0
Xxxxxxxxxx Xxxxx (c/o Price Xxxxxxxxxx Xxxxxxx) Xxxxxx XX0 0XX ("Tenant")
IT IS AGREED as follows:
1. DEFINITIONS
In this Agreement the following words and expressions shall have the
following meanings unless the context requires otherwise:
[GRAPHIC]
"Conditions" means the following:
1. The obtaining of the Superior Landlord's consent to the underlease
such consent to be in the form of a licence to underlet
2. The obtaining of the Superior Landlord's consent to the Tenant's
Works such consent to be in the form of a licence for alterations
"Condition Date" the date upon which the Conditions are satisfied
"Lease" the lease of the Premises to be granted by the Landlord to the
Tenant as hereinafter provided which shall:
(i) grant a term of years from the Lease Completion Date until 14
December 2004
(ii) reserve an initial rent first reserved of ONE HUNDRED AND EIGHTY
FOUR THOUSAND AND FIFTEEN POUNDS ((pound)184,015) per annum such
rent to commence and be payable from the Lease Completion Date
[GRAPHIC]
(iii) reserve the further or additional rents as therein provided which
shall be payable from the Lease Completion Date
(iv) be in the form of the draft lease attached hereto subject only to
such amendments as circumstances shall require and shall be agreed
by the Landlord and the Tenant and
(v) be engrossed (original and counterpart) by the Landlord's
solicitors
"Lease Completion Date" the date 5 working days after the Conditions Date
or 2 working days after the service on the Tenant of the Court Order
referred to in clause 10 hereof whichever is the later
"Necessary Consents" shall mean all permissions consents licences
certificates or permits in legally effectual form necessary to carry out
and complete the Tenant's Works (save that of the Superior Landlord)
"Premises" the premises known as Xxxxx Xxxxx 00-00 Xxxxxxx Xxxxxx Xxxxxx
as the same are more particularly described in the Lease
"Rent Deposit Deed" the rent deposit deed to be completed by the Landlord
and Tenant a copy of which is attached hereto
"Superior Landlord" shall include the Landlord's lessor and several
superior lessors holding an interest in reversion in respect of the
Premises
"Tenant's Works" such works as the Tenant shall wish to carry out to the
Premises (subject to the obtaining of all Necessary Consents and of the
approval of the Landlord pursuant to the Lease as if the same had been
granted) details of such works [ILLEGIBLE] within the "Request for
Construction Modifications at 00/00 Xxxxxx Xxxxxx Xxxxxx" - dated 16 April
1999 and the plan numbered "Fin-2a" copies of which are attached hereto
2. CONDITIONAL AGREEMENT
2.1.1 This Agreement is conditional upon the satisfaction of the
Conditions
2.1.2 If the Conditions are not satisfied by the date which is 3 months
after the date hereof (or such longer period as may be agreed
between the Landlord and the
Tenant) then either party may rescind this Agreement by notice in
writing to the other at any time thereafter but prior to the
Conditions being satisfied and the Tenant shall return the
Premises in the same state and condition as at the date hereof
to the Landlord's reasonable satisfaction carrying out and
bearing the cost of any necessary reinstatement
2.2 The Landlord shall use reasonable endeavours at the equal cost to
the Landlord and the Tenant to procure the satisfaction of the
Conditions as soon as possible after the date hereof
2.3 The remaining provisions of this Agreement shall apply upon the
Conditions being satisfied
3. LEASE AND TITLE
3.1 On the Lease Completion Date:
3.1.1 the Lease shall be completed and the Tenant shall
execute a counterpart thereof
3.1.2 the Rent Deposit Deed shall be completed
3.2 The Tenant shall not raise any objection or make any enquiry or
requisition in respect of the Landlord's title
3.3 On completion of the Lease vacant possession of the Premises shall
be given to the Tenant
4. TENANT'S WORKS
4.1 The Tenant shall forthwith at its own cost prepare in triplicate
and submit to the Landlord for approval drawings and a
specification of the Tenant's Works and immediately upon such
approval being obtained the Tenant shall apply for and use its
best endeavours to obtain any applicable Necessary Consents and
provide the Landlord with copies thereof
Rider 1.
4.1
4.2 From the date hereof the Tenant shall have access to the Premises
for the purpose of carrying out the Tenant's Works but the Tenant
shall indemnify the Landlord from any loss (including
consequential loss and increased financing charges) damage costs
and expenses suffered by the Landlord resulting from the carrying
out of the Tenant's Works
4.3 Subject as aforesaid if the Tenant commences the Tenant's Works it
shall thereafter proceed diligently with the Tenant's Works
4.4 If the Tenant commences the Tenant's Works it shall carry out the
Tenant's Works in a good and workmanlike manner in accordance with
the approved drawings and specification and any applicable
Necessary Consents and to the reasonable satisfaction of the
Landlord
4.5 On completion of the Lease the parties hereto and the Superior
Landlord shall complete a licence by deed authorising the Tenant's
Works in a form to be provided by the Superior Landlord and agreed
between the parties and the Superior Landlord all acting
reasonably
1
5. ACCESS PENDING GRANT OF LEASE
5.1 If the Tenant shall enter the Premises prior to the grant of the
Lease the Tenant shall:
5.1.1 occupy as a licensee only
5.1.2 pay to the Landlord:
5.1.2.1 from the date hereof a licence fee at the same
yearly rate and payable at and in the same
manner as the initial yearly rent to be
reserved by the Lease and
5.1.2.2 from the date hereof any insurance premiums
service charge and other monies in respect of
the Premises which would be payable by the
Tenant if the Lease had then been granted (all
such payments being treated as a discharge for
the payment of any rent insurance premium and
service charge that would otherwise have been
due under the Lease in respect of the same
period) and subject to the variations agreed
between the parties hereto contained within
the side letter dated 20th May 1999
5.1.3 be subject to the same exceptions reservations covenants
and conditions and to the other provisions contained in
the Lease so far as they are not inconsistent with this
Agreement and so that the Landlord shall have and be
entitled to all remedies by distress action or otherwise
for recovering rent in arrear and for any breach of any
of the covenants or agreements on the part of the Tenant
as if the Lease had been actually granted but nothing in
this sub-clause shall vary or affect the application of
the next succeeding sub-clause
5.2 Pending completion of the Lease this Agreement shall not be deemed
to operate as a demise of the Premises nor shall the Tenant have
or be entitled to any estate right title or interest in the
Premises
6. ALIENATION NON-MERGER
6.1 The Tenant shall not assign mortgage charge or otherwise deal with
its interest under this Agreement or any part thereof and shall
itself take up and complete the Lease
6.2 Notwithstanding the grant of the Lease all the obligations of the
parties hereunder shall continue in full force and effect except
so far as they have actually been complied with or incorporated in
the Lease until all the terms and conditions hereof have been
completely fulfilled
7. DETERMINATION
7.1 The Landlord may determine this Agreement forthwith by giving
notice to the Tenant to that effect if the Tenant shall have
failed to pay any instalment of the licence fee insurance premium
or service charge within 21 days after it shall have become due
under the provisions of this Agreement or if the Tenant shall have
committed any material breach of its obligations under this
Agreement or there shall occur any of the events described in
Clause 5.1 of the Lease
7.2 The determination of this Agreement in any such event shall be
without prejudice to any other rights or remedies of the Landlord
against the Tenant for the breach nonobservance or non-performance
of the Tenant's obligations under this Agreement
8. NOTICES
Any notice served under or in connection with this Agreement shall
be properly served if it complies with either the provisions of
Section 196 of the Law of Property Xxx 0000 or Section 23 of the
Landlord and Xxxxxx Xxx 0000 (as amended in each case by the
Recorded Delivery Service Act 1962)
9. DISPUTES AND CERTIFICATES
Subject to any express provisions of this Agreement to the
contrary any disputes or differences arising as between the
parties hereto as to their respective rights duties or obligations
or as to any other matter or thing in any way arising out of or
connected
with the subject matter of this Agreement shall be referred for
determination by a single duly qualified expert to be agreed upon
by the parties in dispute or failing agreement nominated (on the
application of any such party in dispute) by the President for the
time being of the Law Society
10. EXCLUSION OF SECURITY OF TENURE
On or as soon as practicable after the date hereof the parties
shall by their solicitors apply for an order from the court
pursuant to Section 38 of the Landlord and Xxxxxx Xxx 0000 (as
amended) for the exclusion of the provisions of Sections 24 to 28
(inclusive) of the said Landlord and Xxxxxx Xxx 0000 in relation
to the Lease
11. STANDARD CONDITIONS
The Standard Conditions of Sale (Third Edition) shall be
incorporated in this Agreement insofar as they are applicable to
the grant of a new lease and are not varied by or inconsistent
herewith
AS WITNESS the hands of the parties hereto the day and year first before
written
ADD Inc
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx XX
00000
617.661.0165
fax 000.000.0000
email xxx@xxxxxxx.xxx
xxxx://xxx.xxxxxxx.xxx
ADD Inc is an employee owned company
Cambridge - San Francisco
16 April 1999
REQUEST FOR CONSTRUCTION MODIFICATIONS AT 00/00 XXXXXX XXXXXX, XXXXXX
XXXXXXX XXXXXXXX & XXXXXXXX - PROPOSED LONDON OFFICE
The following description outlines the existing space at 00/00 Xxxxxx Xxxxxx,
Xxxxxx and the request for interior modifications:
A. Existing Conditions
o The existing facilities are on the first floor with portered
entrance from 00/00 Xxxxxx'x Xxxxxx, and deliveries access from 00
Xxxxxxxxxx Xxxxxx, at the rear of the building. The premises have a
frontage on both these streets and glazed elevations to two
lightwells. The office is on 2 split levels.
o The building is a concrete/steel frame structure, with exposed beams
'parcelling' the floor plate. The floor is generally boarded
throughout, with exception to the open plan area on the rear
elevation, currently carpeted in seagrass over a concreted/tiled
floor and the entrance area carpeted in a large floor mat.
o Internal partitions are 75/100 plaster boarded from floor boards to
structural soffit, with glazed areas to the main meeting room
(rooml0l) and to an office on the rear Portion facing the North
lightwell (room 119). A number of rooms are divided by low level
plasterboard screens. Internal doors have vision panels.
o All glazing, with exception to the mail room (room 17), is single
glazed with secondary glazing on the internal face of the wall. The
frontage glazing is full height, with roller blinds. All the
lightwell glazing is security shuttered within the glazing void. All
the secondary glazing is sliding.
o General office lighting is twin xxxxxx 300x1500 pendant luminaries,
with CAT 2 louvers. A number of the fittings combine as emergency
lighting. The main board room (room 101) and the kitchen (room 109)
are lit by tungsten lamps.
ADD Inc
Xxxxxxx Xxxxxxxx & Xxxxxxxx
16 April 1999
Page 2
o The office is heated with a hot water system, with perimeter
radiators. Cooling is by individually controlled Air-conditioning
units suspended in the general open plan spaces, plus one in the
main board room (rooml0l). The plant for these is located on the
North Lightwell, with the pipework entering the office at high level
on the main North Lightwell wall on two locations, running on trays
broadly in the 'H' configuration of the office floor plate.
o Surface trunking for data, telephone and power in all the general
office areas, with additional power points in plasterboard
walls/screens. Floor boxes (rooms 103 & 119). The riser cupboard is
located by the rear access doors.
o Fire extinguishers are located by each entrance and in the comms
room. The smoke detectors and electronic alarms are spread out in
the whole office. The entrance doors and the comms room are alarmed.
B. Proposed Interior Alterations
o Location of a small corporate sign within the elevators at both the
Regent Street and Glasshouse Street entry points.
o Level 1 entry lobby from Regent Street, location to have corporate
signage stating "Xxxxxxx Xxxxxxxx and Xxxxxxxx" position on lobby
wall.
o Upon entry to the space from the Regent Street entrance at level 1,
location of the new built in coat closet constructed from
plasterboard and sliding doors to match existing.
o Demolition of half height partition within existing reception area
and facilities area.
o Construction of new full height and half height gypsum partition
walls to define new reception area.
o Location of new full height glazed screen to the rear of reception
desk for location of new corporate signage.
o Adjacent to south light well construction of three new offices /
quiet rooms. Constructed from full height partitions, full height
glazed partitions and doors to match existing.
o Within open office area adjacent to north light well construction of
additional low height partitions for printer and copier stations.
ADD Inc
Xxxxxxx Xxxxxxxx & Xxxxxxxx
16 April 1999
Page 3
o At the Glasshouse Street end on the north light well side the
existing partially enclosed area to be fully enclosed utilizing the
existing glazed and full height partitions. An additional office and
quiet room to be constructed using full height and glazed partitions
and doors to match existing
o The entire space will be provided with new free standing
workstations with internal data and telecommunication management.
o All new enclosed areas will be provided with additional ceiling
mounted light fixtures.
o Screwing down loose floor boards, replacing splintered/cracked
boards.
o The entire floor space to be carpeted utilizing a carpet tile.
o The entire space to be repainted in a colour scheme suitable for the
corporate image of Xxxxxxx Xxxxxxxx and Xxxxxxxx. This painting will
be limited to all walls and partitions.
o Additional air conditioning units to be located within the space to
accommodate the proposed revised floor layout. These units are
anticipated to match existing.
o Data and telecommunication fit out of the Comms room 102, which will
consist primarily of free standing equipment, plus additional power
supply.
o Additional power/data/telephone located throughout the space to
accommodate the proposed layout.
o Relocation/addition of Fire Alarms and Smoke Detectors to comply
with building and fire codes.
o No changes will be made to any existing external window openings.
The proposed interiors layout drawings No. SCHM - 2 is attached and forms part
of this documentation.
Should additional information or clarifications be required regarding the
proposed layout or materials, please do not hesitate to contact the architects
ADD Inc and Xxxxxxx @ AJSP.
This document has been prepared by:
ADD Inc Cambridge, MA, USA and Xxxxxxx @ AJSP, London, UK
XXXXXXX
XXXXXXXX
XXXXXXXX
London Regents St.
Office
[GRAPHIC]
[ILLEGIBLE] Xxxxxx Xxxxxx, Xxxxxx X.0. PLAN NO. 1 - Basement
[ILLEGIBLE] LAND REGISTRY GENERAL MAP
LONDON SHEET VII.72. SECTION X.
XXXXXXX XXXXXX XXXX 0
Xxxxx 0/0000
XXXX XX XXXXXXXXXXX
[GRAPHIC]
[ILLEGIBLE] Xxxxxx Xxxxxx, Xxxxxx X.0. PLAN NO. 2 - Ground Floor
[ILLEGIBLE] LAND REGISTRY GENERAL MAP
LONDON SHEET VII.72. SECTION X.
XXXXXXX XXXXXX XXXX 0
Xxxxx 0/0000
XXXX XX XXXXXXXXXXX
[GRAPHIC]
[ILLEGIBLE] Xxxxxx Xxxxxx, Xxxxxx X.0. PLAN NO. 3 - Upper Floors
[ILLEGIBLE] LAND REGISTRY GENERAL MAP
LONDON SHEET VII.72. SECTION X.
XXXXXXX XXXXXX XXXX 0
Xxxxx 0/0000
XXXX OF WESTMINSTER
[GRAPHIC]
DATED 3rd November 1999
certified a true copy this day of
ArnheimTite&Lewis
(1) FORWARD PUBLISHING LIMITED
(2) BRONNERCOM (UK), INC
==================================================
RENT DEPOSIT DEED
- for -
First Floor 84 and 00 Xxxxxx Xxxxxx and
19 and 00 Xxxxxxxxxx Xxxxxx Xxxxxx X0
==================================================
OLSWANG
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Fax: 0000-000 0000
email: xxxxxxx@xxxxxxx.xx.xx
THIS DEED is made the 3rd day of November 1999
BETWEEN:
(1) FORWARD PUBLISHING LIMITED whose registered office is at 0 Xxxxxxx Xxxx
Xxxxxxx Xxx Xxxxxxxxxxx Xxxxxxxxxxxxx XX0 TD ("Landlord" which expression
shall include its successors in title) and
(2) BRONNERCOM (UK), LIMITED whose registered office is at 0 Xxxxxxxxxx Xxxxx
(c/o Price Xxxxxxxxxx Xxxxxxx Xxxxxx XX0 0XX ("Tenant")
WHEREAS this Deed is supplemental to and in consideration of the grant by the
Landlord to the Tenant of the lease ("Lease") described in the Schedule hereto
WITNESSES as follows:
1. On the date hereof the Tenant shall pay to the Landlord the sum of SIXTY
ONE THOUSAND THREE HUNDRED AND THIRTY EIGHT POUNDS 33 XXXXX
((pound)61,338.33) together with VAT thereon which the Landlord or its
solicitors shall credit to a bank deposit account ("Account") to be
opened at a United Kingdom clearing bank to be operated solely by the
Landlord or its solicitors
2. The Account shall be operated and payments made therefrom as follows:
2.1 If the Tenant shall fail to make payment to the Landlord of any rent or
other monies properly due to the Landlord under the terms of the Lease
or of any amount becoming payable to the Landlord as a result of any
breach by the Tenant of any covenant on its part contained in the Lease
in either case by the date on which the same became due and/or payable
(as the case may be) then the Landlord may withdraw from the Account for
payment to the Landlord an amount equal to the amount in respect of
which the Tenant shall have made default
2.2 Immediately following such withdrawal the Tenant shall (if so required
by the Landlord) pay to the Landlord for the credit of the Account an
amount equal to the
1
sum so withdrawn to the intent that the balance of monies standing to
the credit of the Account shall at all times equal the amount specified
in Clause 1 hereof
2.3 The Tenant shall be paid from the Account the following:
2.3.1 Any interest earned by the Account within 21 days of the
interest being credited to the Account subject to any deduction
of tax at source required by law
2.3.2 The balance standing to the credit of the Account (including
interest) within 14 days after the first to occur of the
following:
2.3.2.1 The date of expiration or sooner determination of the
term granted by the Lease
2.3.2.2 The date of lawful assignment by the Tenant of the Lease
PROVIDED THAT no sums shall be so paid to the Tenant at any of the
aforesaid dates if the Tenant has not discharged all liability (actual
or prospective) of the Tenant to the Landlord under the terms of the
Lease and/or if the Landlord is otherwise entitled to have recourse to
the Account under the terms of Clause 2.1 hereof
3. The provisions of this Deed are in addition to (and not in substitution
for) the provisions for re-entry and forfeiture contained in the Lease
and all other rights or remedies available to the Landlord at law or
arising out of the Lease all of which provisions rights and remedies
shall continue to have full force and effect in all respects and nothing
in this Deed shall entitle the Tenant to withhold or delay payment of
any rents reserved by or other monies payable by the Tenant under the
Lease after the dates upon which they shall respectively fall due
4. The conditions for re-entry contained in the Lease shall be exercisable
as well on the breach of any covenant or obligation herein contained as
on the happening of any of the events mentioned in the Lease
2
5. The Tenant charges all monies standing to the credit of the Account
including all interest accruing thereto with payment to the Landlord in
satisfaction of all sums and liabilities arising pursuant to Clause 2
hereof
6. The Tenant agrees with the Landlord that if the Landlord shall dispose
of its interest in the reversion immediately expectant on the term
granted by the Lease and shall obtain from its successors in title to
such reversion a covenant with the Tenant to perform and observe all the
terms and conditions of this Deed the Landlord shall from the date of
such covenant be released from all such terms and conditions and be
under no further liability to the Tenant in respect thereof
IN WITNESS whereof the parties hereto have caused their Common Seals to be
hereunto affixed the day and year first before written
3
THE SCHEDULE
The Lease
Date Premises Term Rent
3/11/1999 First Floor 84 and Term of years from (pound)184,015
00 Xxxxxx Xxxxxx and 3rd November 1999 (being (pound)32.50
19 and 21 Glasshouse until 14 December per square foot for
Street London W1 2004 the First Floor Area
totalling 5,662 sq
ft)
4
THE COMMON SEAL of )
FORWARD PUBLISHING LIMITED )
was hereunto affixed in the presence of: )
Director /s/ [ILLEGIBLE]
Authorised Signatory /s/ X.X. Xxxxx
5
SIGNED by
/s/ [ILLEGIBLE]
for and on behalf of the Landlord
DATED 3rd November 1999
certified a true copy this day of
ArnheimTite&Lewis
(1) FORWARD PUBLISHING LIMITED
(2) BRONNERCOM (UK), INC
==================================================
UNDERLEASE
- relating to -
84 and 00 Xxxxxx Xxxxxx and
19 and 00 Xxxxxxxxxx Xxxxxx Xxxxxx X0
==================================================
OLSWANG
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Fax: 0000-000 0000
CONTENTS
Clause Page
1. DEFINITIONS AND INTERPRETATION ........................................ 1
2. DEMISE ................................................................ 3
3. TENANT'S COVENANTS .................................................... 5
3.1 To Pay Rent .................................................... 5
3.2 To Pay Rates ................................................... 5
3.3 To Pay Utility Charges ......................................... 5
3.4 To Pay Service Charges ......................................... 5
3.5 Not to Commit Waste ............................................ 6
3.6 To Repair ...................................................... 6
3.7 To Decorate .................................................... 6
3.8 To Permit the Landlord to Enter ................................ 7
3.9 Disputes ....................................................... 8
3.10 Not to Overload ................................................ 8
3.11 Permitted User ................................................. 9
3.12 Alterations .................................................... 10
3.13 Not to Obstruct ................................................ 10
3.14 Signage ........................................................ 12
3.15 Alienation ..................................................... 12
3.16 Registration ................................................... 14
3.17 To Pay Fees .................................................... 15
3.18 To Comply with Statutory Requirements etc ...................... 15
3.19 To Transmit and Give Notices ................................... 18
3.20 Sale or Reletting Notices ...................................... 18
3.21 To Pay Costs ................................................... 19
3.22 To Indemnify ................................................... 19
3.23 To Yield Up .................................................... 20
3.24 To Pay Interest ................................................ 20
3.25 To Indemnify Landlord .......................................... 21
4. LANDLORD'S COVENANTS .................................................. 21
4.1 Quiet Enjoyment ................................................ 21
4.2 To Pay Rents ................................................... 21
4.3 To Observe Headlease ........................................... 21
4.4 To Provide Services ............................................ 22
5. PROVISOS .............................................................. 23
5.1 For Re-entry ................................................... 23
5.2 Landlord not Liable ............................................ 24
5.3 No Easements Granted ........................................... 24
5.4 Suspension of Rent and Frustration ............................. 25
5.5 Occupiers Liability and Defective Premises ..................... 26
5.6 Disputes ....................................................... 26
5.7 Notices ........................................................ 26
5.8 VAT ............................................................ 26
5.9 New Lease ...................................................... 27
6. EXCLUSION ............................................................. 27
7. OPTION TO DETERMINE ................................................... 27
THE FIRST SCHEDULE
The Demised Premises .................................................. 28
THE SECOND SCHEDULE
Rights Granted ........................................................ 30
THE THIRD SCHEDULE
Rights Reserved ....................................................... 31
THE FOURTH SCHEDULE
Service Charge ........................................................ 32
THIS UNDERLEASE is made the 3rd day of November 1999 [GRAPHIC]
BETWEEN:
(1) FORWARD PUBLISHING LIMITED having its registered office at 0 Xxxxxxx
Xxxx Xxxxxxx Xxx Xxxxxxxxxxx Xxxxxxxxxxxxx XX0 0XX ("Landlord") and
(2) BRONNERCOM (UK), INC having its registered office at 0 Xxxxxxxxxx Xxxxx
(c/o Price Xxxxxxxxxx Xxxxxxx) Xxxxxx XX0 0XX ("Tenant")
WITNESSETH as follows:
1. DEFINITIONS AND INTERPRETATION
In this Underlease the following words and expressions shall have the
following meanings unless the context requires otherwise:
1.1 The expression "Landlord" shall include the persons for the time being
entitled to the reversion immediately expectant on the termination of
the term hereby granted and the expression "Superior Lessor" shall
include the Landlord's lessor and the several superior lessors holding
an interest in reversion in respect of the Demised Premises
1.2 The expression "Tenant" shall include the Tenant's successors in title
and permitted assigns
1.3 The expression "Term" means the term of years hereby created
1.4 The expression "Demised Premises" means the premises described in Plan 1
of the First Schedule hereto and the expression "Building" means the
messuages and buildings known as numbers 84 and 00 Xxxxxx Xxxxxx and 19
and 00 Xxxxxxxxxx Xxxxxx Xxxxxx X0 shown for identification purposes
only edged blue on Plans numbered 1 2 and 3 annexed hereto
1
[ILLEGIBLE] Xxxxxx Xxxxxx, Xxxxxx X.0. PLAN NO. 1 - Basement
[ILLEGIBLE] LAND REGISTRY GENERAL MAP
LONDON SHEET VII.72. SECTION C.
GREATER LONDON PLAN 1
Scale 1/1056
CITY OF WESTMINSTER
[GRAPHIC]
[ILLEGIBLE] LAND REGISTRY GENERAL MAP
LONDON SHEET VII.72. SECTION C.
GREATER LONDON PLAN 2
Scale 1/1056
CITY OF WESTMINSTER
[GRAPHIC]
[ILLEGIBLE] LAND REGISTRY GENERAL MAP
LONDON SHEET VII.72. SECTION X.
XXXXXXX XXXXXX XXXX 0
Xxxxx 0/0000
XXXX OF WESTMINSTER
[GRAPHIC]
1.5 The expression "Planning Acts" means the Town and Country Planning Xxx
0000 and any future legislation of a similar character and any statutory
addition thereto or modification or re-enactment thereof for the time
being in force and any order instrument plan regulation permission or
direction made or issued thereunder or deriving validity therefrom
1.6 The expression "Service(s)" shall mean any or all (as the case may be)
of the services mentioned in the Fourth Schedule hereto
1.7 The expression "Service Charge" means a fair proportion of the cost
incurred by the Landlord or paid to the Superior Lessor by the Landlord
for the provision of the Services and other matters described in the
Fourth Schedule as assessed in accordance with the provisions of the
Fourth Schedule
1.8 The expression "Insured Risks" means fire lightning storm tempest
explosion accident aircraft articles dropped therefrom and any other
risk from time to time insured by the Landlord or any superior lessor
1.9 The expression "1995 Act" means the Landlord and Tenant (Covenants) Xxx
0000
1.10 The expression "Permitted Hours" means the hours between 7 a.m. and 7
p.m. on Mondays to Fridays and between 8 a.m. and 2 p.m. on Saturdays
1.11 The expression "Headlease" means the underlease under which the Landlord
holds the Demised Premises dated 20 August 1998 made between (1)
Wimgrove Developments Limited and (2) Forward Publishing Limited
1.12 Words importing the masculine gender only shall include the feminine
gender and vice versa
1.13 Words importing the singular number only shall include the plural number
and vice versa and where there are two or more persons included in the
expression "Tenant" covenants contained in these presents which are
expressed to be made by the Tenant shall be deemed to be made by such
persons jointly and severally
2
1.14 Words importing persons shall include corporations and vice versa
1.15 The Landlord shall in exercise of any rights of entry in this Underlease
other than in circumstances where the Tenant is in default and the
Landlord is exercising its right for that reason (in which circumstances
the provisions of sub-clause 1.15.1 only will apply):
1.15.1 act in a reasonable manner and make good to the reasonable
satisfaction of the Tenant all damage caused to the Demised
Premises or any part or parts thereof and damage to any of the
Tenant's fixtures and fittings and stock
1.15.2 give due consideration to alternative methods of execution of
any works which do not involve entry upon the Demised Premises
and employ any such alternative methods which are practicable
economic reasonable and suitable
1.15.3 cause as little disturbance as reasonably possible to the
Tenant's business and comply with all the Tenant's reasonable
and proper requirements
1.15.4 for the purpose of construction or alterations on any adjoining
premises pay compensation for any loss of trade and damage
caused to the Tenant as a result thereof subject to the Tenant
mitigating any such loss or damage
2. DEMISE
In consideration of the rents hereinafter reserved and of the covenants
on the part of the Tenant hereinafter reserved and contained the
Landlord HEREBY DEMISES unto the Tenant all that the Demised Premises
together with the easements and other rights contained or referred to in
the Second Schedule hereto EXCEPT AND RESERVING unto the Landlord and
the Superior Lessor and any other person entitled thereto as mentioned
in the Third Schedule hereto TO HOLD the Demised Premises subject to all
easements quasi easements rights in
3
the nature of easements and privileges to which the Demised Premises are
or may be subject for a term expiring on 14 December 2004 from and
including the date hereof yielding and paying therefor
2.1 During the Term and so in proportion for any less time than a year first
the yearly rent of ONE HUNDRED AND EIGHTY FOUR THOUSAND AND FIFTEEN
POUNDS ((pound)184,015) (being (pound)32.50 per sq ft) to be paid in
advance by equal monthly payments in advance on the 25 day of each month
clear of all deductions whatsoever the first of such payments to be made
on the date hereof in respect of the period from that date up to and
including the day immediately preceding the 25 day of the month next
following
2.2 By way of further or additional rent from time to time a sum or sums of
money equal to a fair and reasonable proportion reasonably and properly
attributable to the Demised Premises of the aggregate of:
2.2.1 Any amount which the Landlord may from time to time pay or be
called upon under the terms of the Headlease to repay to the
Superior Lessor in respect of the insurance of the Building
against the Insured Risks and
2.2.2 The premium from time to time expended by the Landlord for
insurance against three years loss of the rent payable under
this Underlease
Such further or additional rent to be paid within 14 days after the
expenditure and written notification to the Tenant thereof
2.3 By way of further or additional rent the Service Charge
2.4 By way of further or additional rent any Value Added Tax (or any
substituted or similar tax) which is now or may become payable in
respect of any rent fees and other sums due hereunder
2.5 By way of further or additional rent interest as hereinafter provided
4
3. TENANT'S COVENANTS
The Tenant to the intent that the obligations hereby created shall
continue throughout the term hereby covenants with the Landlord as
follows:
3.1 To Pay Rent
To pay the rents hereinbefore reserved without deduction at the times
and in the manner aforesaid
3.2 To Pay Rates
To bear pay and discharge all existing and future Uniform Business Rates
rates and Water Rates (or any substituted or similar rates) taxes duties
charges assessments impositions and outgoings whatsoever which now are
or may at any time hereafter during the term be charged levied assessed
or imposed upon or in respect of the Demised Premises or any part
thereof or upon the owner or occupier in respect thereof excluding any
payable by the Landlord occasioned by receipt of the rents or by any
disposition of dealing with or ownership of any interest reversionary to
the interest created by this Underlease and a fair proportion reasonably
and properly attributable to the Demised Premises (as reasonably
determined by the Landlord's surveyor) of any such rates taxes
assessments impositions and outgoings levied imposed or charged on the
Demised Premises in common with other premises
3.3 To Pay Utility Charges
To pay for all charges for gas electricity telecommunications and any
other supplies and services consumed on the Demised Premises and the
hire of meters in respect thereof
3.4 To Pay Service Charges
To pay the Service Charge in accordance with the provisions of the
Fourth Schedule together with any Value Added Tax payable thereon
5
3.5 Not to Commit Waste
Not to commit any waste or spoil on the Demised Premises
3.6 To Repair
At all times during the Term to repair and keep in good and substantial
repair and condition Provided that the Tenant will not be obliged to put
the Demised Premises in any better state than at the date hereof the
whole of the Demised Premises and each and every part thereof (damage or
destruction due to any risks against which the Landlord or the Superior
Lessor shall have insured excepted save to the extent any of the
insurance money in respect thereof shall have been rendered
irrecoverable by any act of default of the Tenant or any person deriving
title from the Tenant or any licensee or invitee of the Tenant or such
other person) and to renew and replace from time to time all Landlord's
fixtures and fittings which may be beyond repair at any time during the
Term
3.7 To Decorate
3.7.1 In the year 2002 and in the last year of the Term howsoever
determined (but not twice in any period of two years) to paint
french polish or otherwise treat as the case may be all the
inside wood and iron work usually or requiring to be painted
french polished or otherwise treated of the Demised Premises and
all additions and features thereto with two coats of good oil
paint or good quality polish or other suitable material of good
quality in a proper and workmanlike manner and afterwards grain
marble and varnish the parts (if any) usually grained marled and
varnished and also wash distemper paint as aforesaid or re-paper
as appropriate the ceilings and walls in the usual manner and to
wash down all tiles faiences glazed bricks and similar washable
surfaces
3.7.2 To keep the Demised Premises in a clean and tidy condition and
regularly to remove therefrom all waste or offensive materials
and articles and not
6
to deposit or permit to be deposited any such materials or
articles upon any other part of the Building except such parts
(if any) as shall from time to time be provided for the deposit
of such materials and articles
3.7.3 To clean at least once every month the inside and outside of all
windows and window frames of the Demised Premises and all the
glass (if any) in the doors thereof
3.8 To Permit the Landlord to Enter
3.8.1 To permit the Landlord and the Superior Lessor and their
respective agents at all reasonable times during the Term with
or without workmen on giving reasonable notice (except in cases
of emergency) to the Tenant to enter upon the Demised Premises
for the purpose of ascertaining that the covenants and
conditions herein contained have been duly observed and
performed and for the Superior Lessor to view the state of
repair and condition thereof and to take a schedule of the
Landlord's fixtures and of any dilapidations pursuant to the
Headlease and to exercise the rights hereinbefore excepted and
reserved to the Landlord and the Superior Lessor
3.8.2 In case of default by the Tenant in diligently proceeding to
carry out its obligations as to repair hereunder within two
calendar months or sooner if requisite after the service of a
notice requesting it to do so to permit the Superior Lessor or
the Landlord well and substantially to commence and thereafter
diligently proceed to repair and make good all defects and wants
of reparation for which the Landlord is liable pursuant to the
Headlease and to permit the Superior Lessor entry for the same
purposes and the Tenant shall repay to the Landlord on demand
the expenses thereby reasonably incurred by the Superior Lessor
or the Landlord to the extent performance is the responsibility
of the Tenant hereunder or a fair proportion thereof as
determined by the Landlord's surveyor (whose decision shall be
final)
7
3.8.3 To permit the Landlord and the Superior Lessor and their
respective agents and all persons authorised by them at all
reasonable times with or without workmen on giving reasonable
notice (except in cases of emergency) to the Tenant to enter and
remain upon the Demised Premises with all necessary appliances
for the purpose of repairing or rebuilding and executing
alterations painting redecoration or other works to adjoining or
neighbouring premises and for the purpose of repairing cleaning
or maintaining any sewers water courses drains gutters water
pipes electric wires or gas pipes or other conveniences in or
under the Demised Premises or the Building in connection with or
for the accommodation of any adjoining or neighbouring property
the Landlord or the Superior Lessor or such persons as aforesaid
making good all damage caused thereby to the Demised Premises
3.9 Disputes
In case any dispute or controversy shall at any time arise between the
Tenant and the tenants or occupiers of any property adjoining or
contiguous to the Building the same shall be settled by the Superior
Lessor or the several Superior Lessors (as the case may be) or their
respective surveyors (if they shall think fit) in such manner as they
shall by any writing direct in that behalf to which determination the
Tenant shall from time to time submit provided that such determination
is not inconsistent with the terms hereof
3.10 Not to Overload
3.10.1 Not to place or keep or permit to be placed or kept in the
Demised Premises any heavy articles in such position or in such
quantity or weight or otherwise in such manner howsoever as to
overload or cause damage to or be in the opinion of the Landlord
likely to overload or cause damage to the Demised Premises nor
to use any part of the roofs or ceilings of the Demised Premises
in such a manner as to subject them to any unreasonable strain
8
3.10.2 To take all such measures as may be necessary to ensure that any
effluent discharged into the drains and sewers which belong to
or are used for the Demised Premises in common with other
premises will not be corrosive or in any way harmful to the said
drains or sewers or cause any obstruction or deposit therein
3.11 Permitted User
3.11.1 Not to use permit or suffer the Demised Premises or any part
thereof to be used otherwise than as offices
3.11.2 Not to carry on upon or use or permit the Demised Premises to be
used for any noisy noxious offensive or dangerous trade art
manufacture or business or occupation or for any illegal or
immoral purpose nor to do or suffer to be done on the Demised
Premises any act matter or thing whatsoever which in the
reasonable opinion of the Landlord is or may be or tend to
become an annoyance nuisance damage disturbance inconvenience or
in any other way prejudicial to the Landlord or to the owners or
occupiers of any adjoining or neighbouring premises and there
will not at any time during the Term be exercised or carried on
in or upon the Demised Premises or any part thereof the trade or
business of a public house inn tavern or beer shop and the
Demised Premises will not be used for the sale of wines beers or
spirits or other intoxicating liquors or for any of the
following trades or businesses namely: tripe boiler tripe seller
cheesemonger poulterer fishmonger slaughterman butcher xxxxx
soap boiler tallow xxxxxxxx tallow melter sugar xxxxx household
broker dealer in old iron working xxxxxx chimney sweep coach or
motor vehicle vendor maker or repairer whitesmith blacksmith
xxxxxxxxxxx jeweller silversmith working xxxxxxx working tinman
farrier plumber xxxx railway or carriers' parcels' office motor
garage or petrol store and no clothing or other article shall be
put out on the Demised Premises for the purposes of drying or
bleaching and no part of the Demised Premises shall be used as
9
or for an asylum for lunatics or idiots hospital or other
charitable institution or school club or society or place of
public amusement and no steam engine gas engine or electrical
engine or machinery of any kind other than normal office
machinery or any external post wires or works for telegraphic or
telephonic communications shall be erected or set up in or upon
any part of the Demised Premises
3.11.3 Not to permit any sale by auction or public exhibition or public
show or spectacle or political meeting to take place on the
Demised Premises
3.12 Alterations
3.12.1 Not to make any alteration or addition or carry out any works to
the Demised Premises any of which may in any way affect the
structure of the Building nor to merge unite or annex the
Demised Premises or any part thereof with or to any adjoining or
neighbouring premises or erect any new building or structure on
the Demised Premises nor to make any structural alterations or
additions to the Demised Premises
3.12.2 Not to cut remove divide alter maim or injure the Demised
Premises or any part thereof nor carry out alterations to the
electrical installation of and in the Demised Premises
3.12.3 Not without the prior written consent of the Landlord to make
any non-structural alterations or additions to the Demised
Premises or any part thereof
3.13 Not to Obstruct
3.13.1 Not by building or otherwise to stop up or darken any window or
light in the Demised Premises or to stop up or obstruct any
access of light enjoyed to any premises the estate or interest
in possession or reversion whereof now or hereafter may be
vested in the Landlord or the Superior Lessor nor permit any new
wayleave easement right privilege or
10
encroachment to be made or acquired into against or upon the
Demised Premises and in case any such easement right privilege
or encroachment shall be made or acquired or attempted to be
made or acquired to give immediate notice thereof to the
Landlord and to permit the Landlord and the Superior Lessor and
their respective agents to enter upon the Demised Premises for
the purpose of ascertaining the nature of any such easement
right or privilege or encroachment and at the request and cost
of the Landlord or the Superior Lessor to adopt such means as
may be reasonably required or deemed proper for preventing any
such encroachment or the acquisition of any such easement right
privilege or encroachment
3.13.2 Not to give to any third party any acknowledgement that the
Tenant enjoys the access of light to any of the windows or
openings in the Demised Premises by the consent of such third
party nor to pay to such third party any sum of money or to
enter into any agreement with such third party to abstain from
obstructing the access of light to any windows or openings and
in the event of any of the owners or occupiers of adjacent land
or buildings doing or threatening to do anything which obstructs
the access of the light to any of the said windows or openings
to notify the same forthwith to the Landlord and to permit the
Landlord or the Superior Lessor to bring such proceedings as
they or either of them may think fit in the name of the Tenant
against any of the owners or occupiers of the adjacent land in
respect of the obstruction of the access of light to any of the
windows or openings in the Demised Premises
3.13.3 Not any time during the Term to bring any action or make any
claim or demand on account of any injury to or diminution of
light or air to the Demised Premises or any windows or apertures
thereof in consequence of the erection of any building or the
alteration of any building on any land adjacent neighbouring or
opposite to the Demised Premises for which the Landlord or the
Superior Lessor shall have given consent or for which the
11
Landlord or Superior Lessor may give consent pursuant to any
powers reserved by these presents or in respect of any easement
right or privilege granted or to be granted by the Landlord or
Superior Lessor for the benefit of any building erected or to be
erected on any land adjacent neighbouring or opposite to the
Demised Premises and (if required) to concur with the Landlord
or the Superior Lessor at the expense of the Landlord or the
Superior Lessor in any consent given or any grant made as
hereinbefore mentioned
3.14 Signage
Not without the written consent of the Landlord and the Superior Lessor
(such consents not to be unreasonably withheld) at any time during the
term to affix or exhibit or permit to be affixed or exhibited in or upon
any exterior part of the Demised Premises or upon or to the exterior of
the windows thereof any xxxx placard lettering advertisement flash light
or any other sign
3.15 Alienation
3.15.1 Not to assign part with or share possession of or grant licences
in respect of part only of the Demised Premises (as distinct
from the whole thereof) or to charge part or the whole of the
Demised Premises
3.15.2 Not to assign the whole of the Demised Premises without the
prior consent of the Landlord and the Superior Lessor such
consent not to be unreasonably withheld or delayed subject to
the provisions of sub-clause 3.15.3 and provided that the
provisions of sub-clause 3.15.4 are complied with
3.15.3 For the purposes of Section 19(1A) of the Landlord and Xxxxxx
Xxx 0000 (as amended by the 0000 Xxx) and in addition to any
other condition or requirement which the Landlord may lawfully
impose the Landlord may withhold its consent to an assignment of
the Demised Premises if there
12
are any arrears of rent or other monies whatsoever due and
payable or if there is any other material breach of the
obligations on the part of the Tenant contained in this
Underlease at the time of the grant of the Landlord's consent
3.15.4 For the purposes of sub-section 19(1A) of the Landlord and
Xxxxxx Xxx 0000 (as amended by the 0000 Xxx) and in addition to
any other condition or requirement which the Landlord may
lawfully impose the consent of the Landlord to an assignment of
the Demised Premises may be granted subject to any one or more
of the following conditions
3.15.4.1 That prior to or contemporaneously with (but in
either case to have effect from) such assignment the
Tenant and the proposed assignee enter into an
authorised guarantee agreement (as provided for in
Section 16 of the 0000 Xxx) and licence to assign in
such form as the Landlord shall reasonably require
3.15.4.2 That any guarantor of the Tenant's obligations under
this Underlease shall have guaranteed to the Landlord
that the Tenant will comply with the terms and
conditions of the authorised guarantee agreement
referred to in the immediately preceding sub-clause
in such form as the Landlord shall reasonably require
3.15.4.3 That prior to or contemporaneously with (but in
either case to have effect from) such assignment or
transfer if the Landlord acting reasonably or the
Superior Lessor acting reasonably so requires a
guarantor or guarantors first approved in writing by
the Landlord and the Superior Lessor (which approval
shall not be unreasonably withheld or delayed) shall
(if more than one jointly and severally) enter into
covenants with the
13
Landlord in such terms as the Landlord shall
reasonably require
3.15.4.4 That before the Landlord grants its consent to the
assignment or transfer the Tenant pays all costs fees
and expenses (including professional fees
disbursements and Value Added Tax) reasonably and
properly incurred by the Landlord in connection with
the Tenant's application for consent (including any
reasonably and properly incurred fees relating to the
consent of the Superior Lessor and including any
legal and surveyors or other professional fees
lawfully demanded by the Superior Lessor in
connection therewith)
3.15.4.5 That before the Landlord grants its consent to the
assignment any consent lawfully and properly required
from any superior landlord or mortgagee has been
obtained
3.15.4.6 The Landlord may waive in whole or in part any of the
circumstances or conditions set out in sub-clauses
3.15.3 and 3.15.4
3.15.5 Not to underlet part or whole of the Demised Premises
3.16 Registration
Within 21 days after the date of any assignment of these presents or the
grant of any underlease or sub-underlease of the Demised Premises or any
assignment of such an underlease or sub-underlease or any devolution of
the Term of any such underlease or sub-underlease as aforesaid by will
or intestacy assent or operation of law to leave or cause to be left
(without any demand by any person) with the Solicitor of the Landlord
for registration two certified copies of the deed document or instrument
effecting or evidencing such disposition as aforesaid and to pay the
14
Landlord's Solicitors reasonable fees in respect of each deed document
or instrument for the registration thereof
3.17 To Pay Fees
To pay on demand all costs and expenses (including Solicitor's costs and
Surveyor's fees) reasonably incurred by the Landlord or the Superior
Lessor for the purposes of or incidental to the preparation and service
of any notice under Section 146 of the Law of Property Xxx 0000 in
respect of any breach of any of the covenants herein on the part of the
Tenant or incurred in proceedings under Section 146 of that Act or of
any statutory modification or re-enactment thereof notwithstanding in
any such case that forfeiture may be avoided otherwise than by relief
granted by the Court
3.18 To Comply with Statutory Requirements etc
3.18.1 To execute all such works and do all such things as are or may
under or in pursuance of any Act of Parliament (including but
without prejudice to the generality of the foregoing The Offices
Shops and Railway Premises Act 1963 and the Xxxxxxxxx Xxx 0000
and Health and Safety at Work Act 1974) already or hereafter to
be passed be directed or required to be done or executed at any
time during the Term upon or in respect of the Demised Premises
or any part thereof or any additions or improvements thereto or
the Tenant's occupation and use thereof whether by the owner or
the occupier thereof or the employment or residence therein of
any person or persons or any fixtures machinery plant or
chattels for the time being affixed thereto and at all times
during the Term to conform in all respects with the provisions
of any general or local Act of Parliament and of any regulations
rules or orders made thereunder and to comply with any
directions notices or instructions which may be served or
communicated by any competent authority and not do or omit or
permit to be done or omitted on the Demised Premises or any part
thereof any act or thing whereby the Landlord or the Superior
Lessor may become
15
liable to pay any penalty imposed or to bear the whole or any
part of any expenses incurred under any such direction notice
instruction requirement Act or regulation rule or order as
aforesaid and to indemnify the Landlord and the Superior lessor
in respect thereof
3.18.2 To bear and pay on demand all costs and expenses (including
Solicitor's and other legal costs fees of managing agents or
Surveyor's and other professional fees) reasonably incurred by
or imposed or charged upon the Landlord or the Superior Lessor
or for which the Landlord or the Superior Lessor shall be held
responsible (whether as Landlord or owner or occupier of the
Demised Premises) in respect of or incidental to or arising out
of any notice or any requirement of any local or other competent
authority or otherwise relating to the Demised Premises and made
under or pursuant to any Act of Parliament or any regulation as
aforesaid
3.18.3 In relation to the Planning Acts:
3.18.3.1 At all times during the term to comply in all
respects with the Planning Acts and keep the Landlord
and the Superior Lessor indemnified in respect
thereof
3.18.3.2 During the Term and so often as occasion shall
require at the expense in all respects of the Tenant
to obtain all such permissions licences consents and
approvals as may be required for the carrying out by
the Tenant of any operations on the Demised Premises
or for the institution or continuance or renewal by
the Tenant thereon of any use thereof which may
constitute development within the meaning of the
Planning Acts or any step related thereto but so that
the Tenant shall not make any application for
planning permission or give any notice to any
authority of an intention to commence to carry out
any development or any step related thereto without
the previous written consent of the Landlord
16
and the Superior Lessor (such consents not to be
unreasonably withheld) and so that the Tenant shall
(if and insofar as it is lawful for the parties
hereto to make such an arrangement) indemnify the
Landlord and the Superior Lessor against all charges
payable in respect of any such application and shall
also pay to the Landlord all professional fees and
expenses reasonably incurred by the Landlord or the
Superior Lessor in connection therewith and the
Tenant shall within ten working days after the grant
or refusal of such application provide to the
Landlord without charge full particulars in writing
thereof and supply copies thereof for retention by
the Landlord and the Superior Lessor
3.18.3.3 Without prejudice to the provisions of Clause 3.12
hereof not to implement any planning permission
licence consent or approval until the same has been
submitted to and approved in writing by the Landlord
and the Superior Lessor (such approvals not to be
unreasonably withheld)
3.18.3.4 Unless the Landlord or the Superior Lessor shall
otherwise direct to carry out before the expiration
or sooner determination of the term (howsoever the
same may be determined) any works stipulated to be
carried out to the Demised Premises by a date
subsequent to the expiration or sooner determination
of the term as a condition of any planning permission
which may have been granted to the Tenant
3.18.3.5 Within 10 working days after receiving notice of the
same to give full particulars to the Landlord of any
notice or order or proposal for a notice or order
made given or issued to the Tenant by any competent
authority under or by virtue of the
17
Planning Acts and if so required by the Landlord to
produce such notice order or proposal to the Landlord
3.18.3.6 At the request of the Landlord or the Superior Lessor
to make or join with the Landlord or the Superior
Lessor in making such objection or representation
against or in respect of any notice or order or
proposal for a notice or order as aforesaid as the
Landlord (acting reasonably) or the Superior Lessor
shall deem expedient
3.18.3.7 If called upon so to do to produce to the Landlord
and the Superior Lessor or their respective Surveyors
all such plans documents and other evidence as the
Landlord or the Superior Lessor may reasonably
require in order to satisfy themselves that the
provisions of this Clause have been complied with
3.19 To Transmit and Give Notices
Upon receipt of any notice order requisition direction or other thing or
upon the happening of any occurrence which may be capable of adversely
affecting the interest of the Landlord or the Superior Lessor in the
Demised Premises forthwith on becoming aware thereof to deliver full
particulars thereof to the Landlord
3.20 Sale or Reletting Notices
To permit the Landlord and the Superior Lessor and their respective
agents at any time during the last six months of the Term to fix and
retain in a conspicuous and reasonable place or places on the exterior
of the Demised Premises but not so as to obscure the windows thereof a
notice or notices that the same are to let or at any time during the
Term so to fix and retain a notice or notices that the same are for sale
and not to take down or obscure any such notice and to permit all
persons authorised in writing by the Landlord or the Superior Lessor or
their agents to
18
view the Demised Premises at reasonable hours in the daytime without
interruption
3.21 To Pay Costs
To pay on demand the Landlord's and the Superior Lessor's reasonable
legal expenses and agents' and Surveyor's fees (including disbursements
and stamp duties) on all licences and the duplicate copies thereof
resulting from all applications by the Tenant for any consent or
approval of the Landlord or the Superior Lessor or their respective
agents or Surveyors required by these presents including charges fees
and disbursements actually and reasonably incurred in cases where
consent is refused or the application is withdrawn for any reason
whatsoever
3.22 To Indemnify
To indemnify and keep indemnified the Landlord and the Superior Lessor
in respect of:
3.22.1 All actions proceedings costs claims and demands which may
properly be made by any adjoining owner tenant or occupier
whatsoever by reason of any breach by the Tenant of its
repairing obligations contained herein (not resulting from the
occurrence of any of the Insured Risks) or in the execution of
any alterations or additions to the Demised Premises by the
Tenant or any interference or alleged interference by the Tenant
or obstruction by the Tenant of any right or alleged right of
light air drainage or other right or alleged right now existing
for the benefit of the Demised Premises or any adjoining or
neighbouring property or any stoppage of drains used by the
Tenant in common with the owner or occupier of any adjoining or
neighbouring property
19
3.22.2 All liability which may be incurred by the Landlord or the
Superior Lessor in respect of any of the matters referred to in
sub-clause 3.23.1 of this Clause 3
3.23 To Yield Up
At the expiration or sooner determination of the Term (howsoever the
same may be determined) quietly to yield up unto the Landlord the
Demised Premises with the fixtures and fittings thereto and additions
thereto in good and substantial repair and condition and decorated and
in all respects in accordance with the covenants on the part of the
Tenant herein contained together with all improvements and additions
which now are or may at any time thereafter be in or about the Demised
Premises (except any Tenant's or trade fixtures and fittings) unless
required by the Landlord giving at least six months written notice to
the Tenant to remove the same and reinstate the Demised Premises to its
previous condition as at the date hereof and to remove every moulding
sign writing or printing of the name and the business of the Tenant or
other occupiers from the Demised Premises and to make good all damage
caused to the Demised Premises by the removal of the Tenant's fixtures
fittings furniture and effects to the Landlord's reasonable satisfaction
and to leave the Demised Premises in a clean and tidy condition
3.24 To Pay Interest
To pay interest at 3% above the base rate for the time being of National
Westminster Bank Plc (or such rate as shall be reasonably equivalent
thereto if such rates shall no longer exist) as well before as after any
judgement upon any rent or other sums remaining unpaid for a period of
fourteen days after the sum shall have become due hereunder such
interest to be paid in respect of the period from the date upon which
any such rent or other sums become due until the date of actual payment
thereof
20
3.25 To Indemnify Landlord
So far as such provisions relate to the Demised Premises and observance
is not the responsibility of the Landlord hereunder to indemnify the
Landlord in respect of any breach or non observance by the Tenant of any
of the provisions of an underlease dated 22 February 1957 made between
Hope Brothers Limited of the one part and Xxxxxx De La Rue and Company
Limited of the other part and of the Headlease (copies whereof have been
supplied to the Tenant prior to the date hereof) insofar as breach or
non observance thereof exposes or might expose the Landlord to any
liability whether to the Superior Lessor or otherwise
4. LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant:
4.1 Quiet Enjoyment
That the Tenant paying the rents hereby reserved and performing and
observing the several covenants conditions agreements and provisions
herein contained and on the Tenant's part to be performed and observed
shall and may hold and enjoy the Demised Premises during the term
without any lawful interruption by the Landlord or any person rightfully
claiming through it
4.2 To Pay Rents
To pay the rents reserved by the Headlease under which the Landlord
holds the Demised Premises and to observe and perform all the covenants
agreements and provisions on the lessee's part contained in the said
Headlease except insofar as the Tenant is liable to observe and perform
the same hereunder
4.3 To Observe Headlease
To use its reasonable endeavours to secure the observance and
performance of the covenants on the part of the lessor contained in the
Headlease under which the Landlord holds the Demised Premises
21
4.4 To Provide Services
To procure the provision of the Services save that the Landlord shall
not be liable for:
4.4.1 Any interruption of any of the Services to enable inspection
maintenance or other necessary works to be carried out (provided
that the Landlord restores the Service as soon as reasonably
practicable)
4.4.2 Any failure of any of the Services owing to breakdown damage
weather interruption of fuel or other supply or any other cause
outside the Landlord's reasonable control (provided that the
Landlord restores the Service as soon as reasonably practicable)
Provided That any such interruption or failure could not
reasonably have been prevented or shortened by the exercise of
proper care attention diligence and skill by the Landlord or
those undertaking the Services on behalf of the Landlord and the
Landlord uses and continues to use its reasonable endeavours to
restore the Services in question
4.4.3 The removal of or failure to provide any of the Services which
the Landlord reasonably considers no longer appropriate and
which removal or failure complies with the principles of good
estate management provided that this sub-clause 4.4.3 shall not
be construed as relieving the Landlord from its obligations to
observe and perform all the covenants agreements and provisions
on the lessee's part contained in the Headlease under which the
Landlord holds the Demised Premises as detailed in Clause 4.2
4.4.4 The act neglect or default of any employee agent or contractor
of the Landlord or of any other person intended to provide any
of the Services provided that this sub-clause 4.4.4 shall not be
construed as relieving the Landlord from liability for breach by
the Landlord of any covenants on the part of the Landlord
contained in this Underlease
22
4.4.5 To provide during the Permitted Hours central heating to the
Demised Premises for the period 1 October in each year to 30
April in the following year to such temperatures as the Landlord
may from time to time reasonably consider adequate and to
provide cold water and (during the Permitted Hours) hot water to
the wash basins in the toilets in the Demised Premises
5. PROVISOS
It is hereby agreed and declared between the parties as follows:
5.1 For Re-entry
If and whenever during the term the rents hereby reserved or any part
thereof shall at any time be in arrears or unpaid for 21 days after the
same shall have become due (whether lawfully demanded or not) or if
there shall be any breach or non-performance or non-observance of any of
the covenants agreements or conditions on the part of the Tenant herein
contained or if the Tenant shall enter into liquidation (not being for
the purpose of and followed by an amalgamation or reconstruction) or if
the Tenant being an individual shall become bankrupt or have a receiving
order made against him or enter into any arrangement or composition for
the benefit of his creditors or permit any execution to be levied on the
Demised Premises then and in any such case it shall be lawful for the
Landlord or any person duly authorised by it in that behalf at any time
thereafter into and upon the Demised Premises or any part thereof in the
name of the whole to re-enter and thereupon and thenceforth the Term
shall absolutely cease and determine but without prejudice to any rights
or remedies which may then have accrued to the Landlord in respect of
the non-payment of the said rents or any breach or nonperformance or
non-observance of any of the covenants conditions and agreements herein
reserved and contained
23
5.2 Landlord not Liable
5.2.1 Subject to proper performance of its obligations hereunder the
Landlord shall not be liable for any injury or damage caused to
any person or property by the state or condition of the Demised
Premises or the fixtures and fittings in or about the same or
the use thereof whether arising by accident or by reason of any
negligence or other act or omission of the Tenant or of any
person or persons employed by it (but not in any event being the
occurrence of any insured risk) arising from a breach of the
Tenant's obligations and covenants hereunder or arising from the
actions of the Tenant or occupiers of the Demised Premises under
the Tenant's control
5.2.2 Nothing herein shall render the Landlord or the Tenant liable in
respect of any of the covenants conditions or provisions
hereinbefore contained if and so far only as the performance or
observance of such covenants conditions and provisions or any
one or more of them shall thereafter become a contravention of
or otherwise impossible or illegal under or by virtue of the
Planning Acts but subject as aforesaid the Term and the rents
payable to the Landlord in respect thereof shall not determine
by reason only of any changes modifications or restrictions of
user of the Demised Premises or obligations or requirements (if
any) hereafter to be made or imposed under or by virtue of the
said Acts
5.3 No Easements Granted
Nothing herein contained shall by implication of law or otherwise
operate or be deemed to confer upon the Tenant any easement right or
privilege whatsoever over or against any adjoining or neighbouring
property (other than the remainder of the Building) which now belongs or
hereafter shall belong to the Landlord or the Superior Lessor either for
an estate in fee simple or for a term of years which would or might
restrict or prejudicially affect the future rebuilding alteration or
development of such adjoining or neighbouring property and the Landlord
and the
24
Superior Lessor shall have the right at any time to make such alteration
to or to pull down and rebuild or redevelop any adjoining or
neighbouring property (other than the remainder of the Building) as they
may deem fit without obtaining any consent from or making any
compensation to the Tenant on account thereof
5.4 Suspension of Rent and Frustration
5.4.1 If the Demised Premises or any part thereof shall at any time be
destroyed or so damaged by an insured risk as to be unfit for
occupation or use or the Building or any part thereof shall at
any time be destroyed or so damaged by an insured risk so as to
render the Demised Premises or any part thereof unfit for
occupation or use or inaccessible then the rent hereby reserved
or a fair and just proportion thereof according to the nature
and extent of the damage sustained shall from and after such
destruction or damage and until the Demised Premises or the
Building have been rebuilt or reinstated and made fit for
occupation and use and accessible or for a period of three years
(whichever shall be the shorter) be suspended and cease to be
payable provided that any dispute as to the amount or length of
such suspension shall be determined by an independent surveyor
(acting as an expert) appointed by the President of the Royal
Institution of Chartered Surveyors on the application of either
party
5.4.2 If upon the expiry of a period of three years commencing on the
date of the damage or destruction to the Demised Premises or the
Building the Demised Premises and the Building have not been
rebuilt or reinstated and made fit for occupation and use and
the Demised Premises have not been rendered accessible the
Tenant or Landlord may by notice served at anytime within six
months of the expiry of such period determine this Underlease
and upon service of such notice the term will absolutely cease
but without prejudice to any rights and remedies that may have
accrued to
25
either party against the other in respect of any antecedent
claim or breach of covenant
5.5 Occupiers Liability and Defective Premises
The Landlord shall not be liable to any person other than the Tenant to
perform any of the covenants herein contained whether express or implied
insofar as such covenants impose obligations going beyond the common
duty of care imposed by the Occupiers Liability Xxx 0000 or the
Defective Premises Xxx 0000 or any amending Act
5.6 Disputes
Save as otherwise herein provided all disputes or differences which may
arise touching the provisions hereof or the operation or construction
hereof or the rights or liabilities of the parties hereunder shall be
referred to arbitration by a single arbitrator under the provisions of
the Arbitration Xxx 0000
5.7 Notices
Any notice under this Underlease shall be in writing and shall be
sufficiently served sent by recorded delivery to the registered office
(if any) or (if there is none) the last known address in Great Britain
or Ireland (whether the Republic of Ireland or Northern Ireland) of the
person to be served. Any notice so sent by post shall be deemed to have
been duly served at the expiration of forty eight hours after the time
of posting unless the same shall have been returned through the Post
Office undelivered
5.8 VAT
Where any party to this Underlease makes a taxable supply under or in
connection with this Underlease to any other party to this Underlease
then the party receiving the taxable supply shall in addition to
receiving the taxable supply pay Value Added Tax on such supply at the
appropriate rate
26
5.9 New Lease
This Underlease is a new lease for the purposes of the 1995 Act
6. EXCLUSION
It is hereby agreed and declared that pursuant to any order (number MY9
69495) of the Mayor's and City of London Court made on 19th July 1999
Sections 24 to 28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 shall
not apply to this Lease
7. OPTION TO DETERMINE
7.1 The Tenant may determine this Underlease at any time after 3rd May 2000
by giving to the Landlord not less than six months' prior written notice
("Notice") of such determination and if such notice is given and if the
Tenant shall up to the expiry of the Notice have paid the rent first
reserved in accordance with this Lease and fully complied with clause
3.23 of this Lease then on the expiry of the Notice this Lease shall
absolutely determine and be of no further effect but such determination
shall be without prejudice to the rights of either party in respect of
any antecedent claim or breaches of covenant or condition hereunder
7.2 The Landlord may determine this Underlease at any time after 3rd May
2000 by giving to the Tenant not less than six months' prior written
notice and if such notice is given then on expiry of that notice this
Lease shall absolutely determine and be of no further effect but such
determination shall be without prejudice to the rights of either party
in respect of any antecedent claim or breaches of covenant or condition
hereunder
EXECUTED as a Deed by the parties on the date which first appears in this
Underlease
27
THE FIRST SCHEDULE
The Demised Premises
All those premises comprising (being approximately 5.662 sq ft) the first floor
of the Building as the same are registered with other parts of the Building at
HM Land Registry with Good Leasehold Title under Title number NGL 348493 and are
delineated and edged pink on plan number 4 annexed hereto together with all
fixtures and fittings in the nature of Landlords fixtures and fittings together
also with the appurtenances thereto but excluding:
1. the structure of the walls bounding such premises
2. all load bearing walls and pillars within such premises
3. all structural floor slabs within such premises
4. all conducting media within such premises not serving the same
5. all structural parts of the Building
But including:
1. the plaster and other finishes on the inner sides of the walls bounding
such premises and on all internal surfaces of all load bearing walls and
pillars wholly within such premises
2. all ceiling finishes and other finishes applied to the floor immediately
above such premises and to any floor slabs within such premises but shall
not extend to anything above them
3. all floors floor screeds and other finishes applied to the floor slab
immediately below such premises but shall not extend to anything below
them
4. all doors windows and roof lights of such premises together with the
frames glass and furniture thereof
28
5. the whole of all non-load bearing walls or partitions wholly within such
premises
6. all conducting media within such premises and which exclusively serve the
same
29
[GRAPHIC]
XXXX XXXXX 0xx XXXXX
NOTE!
DO NOT SCALE
FOR IDENTIFICATION PURPOSES ONLY
Plan 4
THE SECOND SCHEDULE
Rights Granted
1. The free passage and running of water soil gas electricity and other
services (so far as the Landlord can grant the same) in common with the
Landlord and all others similarly entitled through all the pipes wires
lines and conduits and other conducting media conveying the same in over
and under the remainder of the Building and the right for the Tenant with
or without workmen and others at all reasonable times (and in case of
emergency at any time) to enter upon such other parts of the Building for
the purpose of carrying out any repairs or alterations to any such pipes
wires lines conduits and other conducting media as exclusively serve the
Demised Premises the Tenant making good all damage to such other parts as
is thereby occasioned but reserving unto the Landlord and the Superior
Lessor the free passage of water and soil from any other building or land
of the Landlord or the Superior Lessor through the channel sewers etc
detailed in paragraph 1 of the Third Schedule
2. A right of way at all times for the purpose of obtaining access and egress
from the Demised Premises over the staircases passage ways lifts fire
escapes and other common areas forming part of the Building
3. The right (so far as the Landlord can grant the same) to subjacent and
lateral support from any premises of the Landlord or the Superior Lessor
actually affording the same at the date of this Underlease
4. The right to enter upon any neighbouring or adjoining premises in the
Building falling within the Headlease for the purposes of complying with
the covenants on the part of the Tenant herein contained or making any
authorised alterations or additions to the Demised Premises in accordance
with the reasonable requirements of the Landlord
30
THE THIRD SCHEDULE
Rights Reserved
1. The free and uninterrupted use (in common with the Tenant and all others
for the time being thereto entitled) of all water and soil pipes drains
gas pipes electricity wires and other pipes mains wires and apparatus now
or for the time being passing under over within or through the Demised
Premises and serving the remainder of the Building or any other buildings
or lands of the Landlord or the Superior Lessor
2. The right to execute such works and erections upon and to use the
remainder of the Building or any other buildings or lands of the Landlord
or the Superior Lessor contiguous or near to the Demised Premises as the
Landlord or Superior Lessor shall think fit notwithstanding that the
access of light and air to the Demised Premises may thereby be interfered
with
3. The right of support shelter and protection for the remainder of the
Building and any other buildings or lands of the Landlord or the Superior
Lessor contiguous or near to the Demised Premises
4. The right to enter upon the Demised Premises for any and all of the
purposes mentioned in the Underlease
5. The rights granted to the Transferee by a Deed of Transfer and Surrender
dated 30 March 1972 a copy of which is annexed hereto
31
DUPLICATE
[GRAPHIC]
H.M. LAND REGISTRY
LAND REGISTRATION ACTS 1925 to 1966
ADMINISTRATIVE AREA: GREATER LONDON
PLACE: CITY OF WESTMINSTER
TITLE NUMBER: LN.147700
PROPERTY: 84 and 00 XXXXXX XXXXXX AND
19 and 00 XXXXXXXXXX XXXXXX
DATED 30th March 1972.
1. IN consideration of ONE HUNDRED THOUSAND POUNDS ((pound)100,000) (the receipt
whereof is hereby acknowledged) and of the release and of the covenants
hereinafter contained WE, THE DE LA RUE COMPANY LIMITED (formerly known as
Xxxxxx De La Rue & Company Limited) whose Registered Office is at 00/00 Xxxxxx
Xxxxxx Xxxxxx X.0. (hereinafter called "the Transferor") as Beneficial Owner
HEREBY TRANSFER AND SURRENDER unto TEE SCOTCH HOUSE LIMITED whose Registered
Office is at 00/00 Xxxxxxxxx Xxxxxx X.X.0. (hereinafter called "the Transferee")
ALL THOSE parts of the basement of the premises comprised in the Registered
Leases more particularly delineated and edged green on the plan annexed hereto
including the staircase leading from the Glasshouse Street entrance to the said
premises to the basement (hereinafter called "the Surrendered premises") and
being part of the premises comprised in the Registered Leases for the residue of
the
terms granted by the Registered Leases TO THE INTENT that the said terms so far
as they concern the Surrendered Premises may merge and be extinguished in the
reversion immediately expectant thereon which is registered under Title Number
LN.125565 of which the Transferee is the Registered Proprietor Together with the
following rights for the Transferee and its successors in title namely
(a) the right in case of emergency only to use the area shown coloured
yellow on the said plan from the staircase to the entrance doors leading
to Regent Street and
(b) the right to the use of the area shown coloured yellow hatched black
on the said plan for the purpose of gaining, access to the Surrendered
premises from the entrance to the premises comprised in the Registered
Leases in Glasshouse Street But Reserving unto the Transferor and its
successors in title
(a) the right to pass and xxxxxx over and along the staircase and passage
way shown coloured pink on the said plan for the purpose of gaining access
to those parts of the said basement shown coloured blue on the said plan
still comprised in the Registered Leases and
(b) the free and uninterrupted use (in common with the Transferee and all
others for the time being entitled) of all water and soil pipes drains gas
pipes electricity wires and other pipes mains
[GRAPHIC]
--------------------------------------------------------------------------------
AMENDMENTS
--------------------------------------------------------------------------------
DESCRIPTION DATE
--------------------------------------------------------------------------------
A. SERVICE AREA LAYOUT [ILLEGIBLE]
--------------------------------------------------------------------------------
B. STAIRCASE [ILLEGIBLE] [ILLEGIBLE]
--------------------------------------------------------------------------------
C. SERVICE LAYOUT [ILLEGIBLE]
--------------------------------------------------------------------------------
D. REVISED STAIRCASES [ILLEGIBLE]
--------------------------------------------------------------------------------
E.
--------------------------------------------------------------------------------
F.
--------------------------------------------------------------------------------
G.
--------------------------------------------------------------------------------
H.
--------------------------------------------------------------------------------
I.
--------------------------------------------------------------------------------
J.
--------------------------------------------------------------------------------
K.
--------------------------------------------------------------------------------
L.
--------------------------------------------------------------------------------
NOTES
--------------------------------------------------------------------------------
LOCATION & PROJECT.
XXXXXX XXXXX
00/00 XXXXXX XXXXXX
XXXXXX W.1.
--------------------------------------------------------------------------------
DRAWING TITLE.
PROPOSED ALTERATIONS
[ILLEGIBLE]
--------------------------------------------------------------------------------
SCALE. DRAWN BY.
[ILLEGIBLE] [ILLEGIBLE]
--------------------------------------------------------------------------------
DATE. CHECKED BY.
24TH DEC '71
--------------------------------------------------------------------------------
GREAT UNIVERSAL STORES LTD.
CENTRAL ESTATE DEPARTMENT
UNIVERSAL HOUSE
000-0 XXXXXXXXX XXXXX XX XXXXXX
[ILLEGIBLE]
--------------------------------------------------------------------------------
TELEPHONE NO. 00-000-0000
--------------------------------------------------------------------------------
NOTE.
1. ALL DIMENSIONS HERE SHOWN MUST BE CHECKED ON SITE
--------------------------------------------------------------------------------
3. IT IS HEREBY AGREED AND DECLARED by and between the parties hereto that the
Registered Leases shall henceforth be varied in manner following that is to
say:-
(a) by the substitution of "four-sixths" for "five-sixths" in sub-clause
(a) of Clause 1
(b) by the substitution of "four-sixths" for "five-sixths" as the
proportion of the amount which the Transferee may be called upon to pay
under the terms of the said Leases comprised in Title Number LN.125565 as
mentioned in the Registered Leases payable by the Transferor as the rent
thirdly reserved by the Registered Leases
(c) by the substitution of "thirty-five per cent" for "twenty-eight and
three-quarters per cent" in sub-clause (a) of Clause 2 (xxiv) (iii) of the
Registered Leases
(d) Clause 2 (xxiv) (i) of the Registered Leases shall from the date
hereof apply to the supply by the Transferor to the Surrendered premises
of the said hot water supply (as defined by Clause 2(xxiv)(i) of the
Registered Leases) as well as to the premises coloured blue on the plan
marked 'B' attached to the Registered Leases
4. THE Transferee hereby releases and discharges the Transferor from all
liability claims and demands in respect of all breaches of any of the covenants
contained in or otherwise arising under the Registered Leases in so far only as
they relate to the Surrendered premises
wires and apparatus now or for the time being passing over under within or
through the Surrendered premises and serving the premises remaining
comprised in the Registered Leases
2. THE Transferee hereby covenants with the Transferor as follows namely
(a) At its own expense by the First day of May One thousand nine hundred
and seventy two to execute the works detailed in the Schedule hereto to the
reasonable satisfaction of the Transferor's Surveyor
(b) Not at any time during the term granted by the Registered Leases to
use the Surrendered premises as a place of public entertainment cinema (other
than the existing cinema for the Transferee's own use) theatre club betting shop
restaurant or cafe (except a restaurant cafe or canteen for the Transferee's
customers or staff) but to use the Surrendered premises as a retail shop
showroom or warehouse or for the purpose of storage with ancillary offices
(c) Not at any time during the terms granted by the Registered Leases to
keep or permit to be kept any goods of any objectionable or dangerous nature in
the Surrendered premises and that if the insurance premium in respect of the
Transferor's Insurance of the building known as 00/00 Xxxxxx Xxxxxx and 00/00
Xxxxxxxxxx Xxxxxx Xxxxxx X.0. shall be increased by virtue of the nature of the
goods so kept or stored in the Surrendered premises the Transferee will pay all
such increase and
the parties hereto that the rents reserved by the Registered Leases shall
continue to be payable by the Transferor and (except as hereby varied) that all
the covenants and conditions and the provisos for re-entry therein contained
shall continue in full force in relation to the premises remaining subject to
the Registered Leases as if such premises had alone been comprised in the
Registered Leases
6. THE Transferee hereby applies to the Registrar to make the necessary entries
and cancellations on the Registers of Titles Numbered LN.147700 and LN.125565 in
order to give effect to the Surrender herein contained
THE SCHEDULE above referred to
1. The removal of the existing staircase leading from the ground floor to the
basement at the Regent Street entrance to the premises comprised in the
Registered Leases and the construction of a new staircase at the position
indicated by the letter 'A' on the said plan attached hereto such new staircase
to be fully enclosed at ground floor level but with a panic door at the top
2. The construction of a shutter security door over the staircase leading to the
upper floors of the premises comprised in the Registered Leases at the position
indicated by the letter 'B' on the plan attached hereto
3. The provision by the Transferee of four Stratford Fire Resisting Safes Type
Number 5321D and their installation in the room indicated on the plan attached
hereto as "the new strongroom"
[GRAPHIC] (THE COMMON SEAL of THE DE
(LA RUE COMPANY LIMITED was
(hereunto affixed in the
(presence of:-
/s/ [ILLEGIBLE]
Director
/s/ [ILLEGIBLE]
Secretary
[GRAPHIC] (THE COMMON SEAL of THE
(SCOTCH HOUSE LIMITED was
(hereunto affixed in the
(presence of:-
Directors /s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
Secretary /s/ [ILLEGIBLE]
THE FOURTH SCHEDULE
Service Charge
1. In this Schedule the following words and expressions shall have the
following meanings unless the context requires otherwise:
"Account Date" 31 December in each year or such other date as the
Landlord may stipulate and as the case may be the date of determination
of the term
"Account Period" the period from and including the commencement of the
term or an Account Date (as the case may be) up to and including the day
before the next Account Date
"Account Statement" a statement certified by a qualified surveyor or
accountant setting out the relevant Account Period the Total Expenditure
for that period the Service Charge Proportion the Advance Service Charge
paid and the balance of Service Charge due from or any refund due to the
Tenant for the relevant Account Period
"Advance Service Charge" a payment on account of the Service Charge being
such sum as the Landlord may reasonably demand having regard to actual
and anticipated Costs
"Building" that part of the Building comprised in and demised by the
Headlease
"Costs" the aggregate cost actually and properly incurred by the Landlord
in providing the Services or managing the Building including (but not
limited to):
(i) rates taxes and outgoings payable in respect of the Retained
Property (or any part of it) Excluding any payable by the Landlord
occasioned by receipt of rents or by any disposition of dealing
with or ownership of any interest reversionary to the interest
created by this Underlease or of the Building
32
(ii) the cost of all fuel supplies used for the provision of the
Services
(iii) the cost of employing staff (whether directly or not) necessary to
provide the Services including (but not limited to) insurance
pension and welfare contributions provision of clothing tools
equipment and non-residential accommodation reasonably provided
(such accommodation if within the Building to be valued by a
qualified surveyor at a notional rent equivalent to the open
market rent)
(iv) the cost of the reasonable and proper provision maintenance and
renewal (for the purposes of repair) of all equipment and supplies
required to provide the Services
(v) the cost of all maintenance rental and other contracts entered
into in connection with the provision of the Services
(vi) all reasonable and proper contributions to roads service media
walls and other facilities available to or enjoyed by the Building
in common with any other property
(vii) the reasonable and properly incurred fees of all managing agents
retained in connection with the provision of the Services and the
management of the Building and the collection of rent and Service
Charge payments (or a reasonable charge where the Landlord carries
out such tasks itself)
(viii) the reasonable and properly incurred cost of preparing and
auditing the Service Charge accounts
(ix) the reasonable and properly incurred cost of obtaining
professional advice required in respect of the management of the
Building and the provision of the Services
(x) any value added tax as charged on the Costs save insofar as
recoverable by the Landlord
33
(xi) the reasonable and properly incurred cost of complying with or
reasonably contesting the requirements of any Authority in
relation to the Retained Property or the provision of the Services
(xii) any payment made by the Landlord to the Superior Lessor under
Clause 2 after the word "THIRDLY" in the Headlease Provided That
there shall be excluded from the Costs any fees charges or
expenses whatsoever incurred in connection with:
(i) conducting of any rent review with any tenant in the
Building
(ii) the enforcement of covenants of the other tenants or
occupiers of the Building
(iii) the letting or reletting or disposal of other parts of the
Building
(iv) the initial cost of providing any of the items referred to
in the definition of "Costs" and "Services"
(v) any costs or expenses arising from damage by any of the
Insured Risks
(vi) any costs in respect of any part of the Building for which
any other tenant is wholly responsible or which are
attributable to or arise in respect of Lettable Premises
(vii) the capital costs of any enhancement (but not repair) of
any part of the Building
"Service Charge Proportion" such proportion reasonably and properly
attributable to the Demised Premises as the Landlord shall reasonably and
properly determine as attributable to the Demised Premises from time to
time
"Retained Property" all parts of the Building which are not Lettable
Premises
34
"Lettable Premises" the parts of the Building which are let to or
intended to be let to or are otherwise exclusively occupied or intended
to be exclusively occupied by a third party for a consideration or which
are occupied by the Landlord
"Services" all Services reasonably and properly appropriate to the
management and maintenance of the Building in accordance with the good
standards of current estate management including:
(i) decorating cleaning inspection maintenance and repair of the
Building (including replacement of parts (where necessary for the
purposes of repair) where appropriate) excluding the Lettable
Premises
(ii) cleaning and lighting of the Retained Property and refuse disposal
(iii) redecorating and re-equipping the Retained Property and providing
and maintaining all reasonable decorative features (including
planting and seasonal decoration)
(iv) maintaining any facilities for the amenity of the Building
including (but not limited to) heating and ventilation security
and fire safety systems and lifts which are required from time to
time as a matter of legal obligation provided such facilities are
capable of being enjoyed by the occupier of the Demised Premises
and are for the benefit of the tenants at the Building and are in
keeping with the principles of good estate management
(v) all compliance with the lawful requirements or recommendations of
any Authority or any insurer
(vi) insurance of the Retained Property (insofar as not covered by the
insurance effected by the Superior Lessor) and such other
insurance in relation to the management of the Building as the
Landlord may reasonably consider prudent
35
"Total Expenditure" the aggregate costs reasonably and properly incurred
by the Landlord during the relevant Account Period net of any sums
received (otherwise than by way of a service charge) which are properly
applicable towards the cost of providing the Services
2. The Tenant covenants with the Landlord to pay to the Landlord by equal
instalments in advance on each quarter day during the term the Advance
Service Charge
3. As soon as practicable after each Account Date the Landlord will submit
to the Tenant an Account Statement for the Account Period ending on the
relevant Account Date
4. If the Account Statement shall show a balance of Service Charge due from
the Tenant for the Account Period the Tenant shall pay such balance to
the Landlord within 14 days of receipt of the Account Statement
5. If the Account Statement shall show that a refund is due to the Tenant
that refund shall be set off against the Advance Service Charge for the
next Account Period or any other sums due to the Landlord under the terms
of this Lease and if the Lease shall determine then any refund remaining
due to the Tenant shall be paid by the Landlord to the Tenant within 14
days of delivery of the Account statement or any other sums due to the
Landlord under the terms of this Lease
6. The provisions of this Schedule shall continue to have effect after the
date of determination of the term but only in respect of Service Charge
expenditure incurred in relation to the term
36
THE COMMON SEAL of FORWARD )
PUBLISHING LIMITED was hereunto )
affixed in the presence of: )
Director /s/ [ILLEGIBLE]
Secretary /s/ X.X. Xxxxx
37
