EXHIBIT 10.4
DATED 8th June
------------------------------
XXXXXX INDUSTRIAL PARK LIMIT
to
BELDRAY LIMITED
and
XXXXXXXXXXX-XXXXXX LIMITED
-----------------------------------
LEASE of premises situate at
Mount Pleasant Bilston West Midland
Phase 1
-----------------------------------
with all others now or hereafter entitled to the like right(s) of the easements
contained in a Deed dated 7 June 1979 and made between Xxx Xxxxxxx P.S.V. Sales
Limited of the first part National Travel (West) Limited of the second part and
the Landlord of the third part (hereinafter called "the Gas Main Deed") and (iv)
the benefit (in common with all others now or hereafter entitled to the like
rights) of the easements contained in the Deed of even date herewith and made
between the Tenant of the one part and the Landlord of the other part
(hereinafter called "the Beldray Deed") EXCEPT AND RESERVING unto the Landlord
and its successors in title and its respective Tenants Agents Servants and
Licensees and all other persons who shall now have or may hereafter be granted
by the Landlord a similar right or rights or be otherwise therein authorised or
entitled the easements rights and privileges specified in Part I of the Third
Schedule hereto TO HOLD the same unto the Tenant subject to (i) the easements
quasi-easements covenants rights terms and conditions hereinafter contained or
to which the demised premises are or may be subject including (but without
prejudice to the generality of the foregoing) the reservations set out in the
Schedule to a Conveyance dated sixth day of October One Thousand Nine Hundred
and Seventy Eight and made between the National Coal Board of the one part and
the Landlord of the other part (hereinafter called "the Coal Board Conveyance")
and (ii) the easements rights and privileges excepted and reserved in the Second
Schedule to the Headlease a copy of which easements rights and privileges is set
out in Part II of the Third Schedule hereto and (iii) the easements rights and
privileges granted by the Landlord in the Beldray Deed in so far as they affect
the demised premises for the term of thirty five years from the twenty fifth day
of March One Thousand Nine Hundred and Seventy Nine (hereinafter called "the
said term") PAYING THEREFOR:
(a) (i) During the first five years following the date
hereof the yearly rent of One Hundred and Forty
Two Thousand One Hundred and Five Pounds
((L)142,105.00) (hereinafter called "the
Basic Rent")
(ii) For the next five years and for each
successive period of five years (or for so
long as remains in the case of the last
period) thereafter such rent as shall have
been agreed between the Landlord and the
Tenant or determined as hereinafter provided
to be the current market rental value of the
demised premises at that time pursuant to
the provisions of Clause 5 of this Lease
(b) (i) During the first five years following the
date hereof the further or additional yearly
rent of Seven Thousand Three Hundred and
Sixty Eight Pounds ((L)7,368.00)
(hereinafter called "the Heating Rent")
(ii) For the next five years and for each
successive period of five years (or for so
long as remains in the case of the last
period) thereafter such rent as shall have
been determined pursuant to the provisions
of Clause 5(8) of this Lease
(c) Throughout the said term by way of further or
additional rent all such sums of money equal to the
amount which the Landlord may expend in effecting or
maintaining the insurance and keeping insured the
demised premises for such sums as the Landlord shall
from time to time consider sufficient to cover the
cost of rebuilding the demised premises together with
such additions and/or improvements as may at any time
be made to the
to the demised premises against loss or damage by fire flood
and other risks and special perils normally insured under a
comprehensive policy (hereinafter called "the insured risks")
including any sums by which the premium payable by the
Landlord in respect of the demised premises may hereafter be
increased by reason of any increase in the rate of such
premium in consequence of any improvements executed upon the
demised premises or in consequence of the user of the demised
premises by the Tenant and also for insuring Landlord's
fixtures and fittings therein against loss or damage by fire
and also for insurance of Architects and Surveyors fees and
three years rent of the demised premises such further and
additional rent to be paid on demand.
(d) The Basic Rent and the Heating Rent in respect of each year of
the said term is to be paid by equal quarterly payments in
advance on the usual quarter days in every year the first of
such payments or a proportionate part thereof calculated from
the date hereof to the quarter day next ensuing to be made on
the date hereof
2. THE Tenant hereby covenants with the Landlord as follows:
(1) To pay the said reserved rents on the days and in the manner
aforesaid clear of all deductions if any of the said rents
hereby reserved shall remain unpaid for more than fourteen
days after the date upon which the same became due (whether
formally demanded or not) the Tenant shall pay interest at the
rate of two per centum per annum above the base rate of
Barclays Bank Limited in force from time to time for the
period from the date upon which the instalment of the rent
becomes payable until the date
of actual payment of the same to the Landlord
(2) To pay all existing and future rates taxes assessments and
outgoings whatsoever whether parliamentary local or otherwise
now or hereafter imposed or charged upon the demised premises
or any part thereof or on the Landlord or Tenant in respect
thereof respectively PROVIDED ALWAYS that nothing herein
contained shall impose upon the Tenant any obligation to pay
or discharge any tax in respect of or arising out of or
relating to the grant of this Lease or any tax payable by the
Landlord in respect of rents and other payments arising
under this Lease or any tax payable as a result of any
dealing with any reversion immediately or mediately expectant
on the term hereby created or any other tax which in the
first place is assessed charged or imposed upon the Landlord
and is not made the Tenant's responsibility under the terms of
this Lease or is referable to the Landlord's interest in the
demised premises
(3) Not to sell or dispose of any earth xxxx xxxxxx or sand from
the demised premises or permit the same to be removed.
(4) To keep the demised premises including the windows gutterings
sewers drains walls fences gates and roads thereof and all
additions thereto in good and substantial repair order and
condition (damage by any of the insured risks expected) and
so deliver up the same (but not the tenant or trade fixtures)
at the end or sooner determination the said term
hereby created
(5) To paint with two coats at least of good quality paint in a
proper and workmanlike manner in every third year and in the
last year of the said term (whether determined by effluxion
of time or otherwise howsoever) all the gates fences and
outside wood stucco and ironwork and other outside parts of
the demised premises heretofore usually painted and any
additions thereto proper to be so painted and so often as may
be necessary but not less often than every third year and in
the last year of the said term as aforesaid in a workmanlike
manner to creosote distemper colour whitewash or otherwise
treat all other outside parts of the demised premises as have
usually heretofore been so treated all such work as aforesaid
to be done to the reasonable approval of the Landlord
(6) To paint with two coats at least of good quality paint in a
workmanlike manner in every fifth year and in the last year
of the said term (whether determined by effluxion of time or
otherwise howsoever) all inside wood and ironwork and other
inside parts of the demised premises heretofore usually
painted and any additions thereto proper to be so painted and
so often as may be necessary but not less often than every
fifth year and in the last year of the said term as aforesaid
in a workmanlike manner to distemper colour whitewash or
otherwise treat such other inside parts of the demised
premises as have usually heretofore been so treated (and on
the occasion of each repainting to grain varnish restore and
make good all ornamental work) all such work as aforesaid to
be done to the reasonable approval of the Landlord
(7) To pay a reasonable proportion of the expense of repairing
rebuilding cleansing and maintaining all party walls fences
sewers drains pipes watercourses and other things the use of
which is common to the demised premises and the occupiers of
any adjoining or neighbouring premises and such proportion in
the case of dispute shall be conclusively determined by the
Landlord's Surveyor for the time being
(8) To permit the Landlord and its duly authorised surveyors or
agents with or without workmen and others upon giving one
weeks previous notice in writing twice or oftener in every
year during the said term at reasonable times to enter upon
the demised premises and the buildings thereon and every part
thereof to examine the state and condition of the same and
thereupon the Landlord may serve upon the Tenant notice in
writing specifying any repairs necessary to be done and
require the Tenant forthwith to execute the same and if the
Tenant shall not within twenty eight days after the service
of such notice proceed diligently with the execution of such
repairs then to permit the Landlord to enter upon the demised
premises and execute such repairs and the cost thereof shall
be a debt due from the Tenant to be paid to the Landlord and
be forthwith recoverable by action
(9) Not to build or permit or suffer to be built or erected any
building on the demised premises or to make any additions or
alterations to any
buildings on the demised premises except in accordance with
plans elevations sections and specifications previously
approved by the Landlord such consent not to be unreasonably
withheld and to obtain any necessary planning consents and
permissions and other requisite permissions from the local or
other authorities before commencing such alterations
(10) Upon the receipt of any notice order direction or other thing
from any competent authority affecting or likely to affect the
demised premises whether the same shall be served directly on
the Tenant or the original or a copy thereof be received from
any underlessee or other person whatsoever the Tenant will so
far as such notice order direction or other thing or the act
regulations or other instrument under or by virtue of which it
is issued or the provisions hereof require it so to do comply
therewith at its own expense and will forthwith deliver to the
Superior Landlord and the Landlord a copy of such notice order
direction or other thing
(11) To use the demised premises [for the purpose of an
industrial building to be used for production and despatch and
including a warehouse within classes IV and X of the Town and
Country Planning Use Classes Order 1972 and ancillary social
club and not to use the demised premises or suffer or permit
the same to be used for any other purpose whatsoever except
with the previous consent of the Superior Landlord and the
Landlord which consent of the Landlord shall not be
unreasonably withheld so however that the Landlord's consent
shall not be treated or construed as being unreasonably
withheld if it is withheld on the grounds or any of the
grounds following that is to say:
(i) That the trade or business to be carried on
is not quiet and inoffensive
(ii) That the trade or business to be carried on
is to be one which would be in conflict with
the principles of good estate management
(iii) That the giving of their consent would
result in a change of user constituting
development within the provisions of any
Town and Country Planning Act order plan
regulation permission consent or direction
at the time being in force or any change or
use which although not constituting
development would prevent reversion to the
present use of the demised premises]
(12) [(a) Not to assign underlet charge or otherwise part with
possession of any part of the demised premises (here
meaning a portion only of the whole thereof) or to
share occupation of the whole or any part thereof for
all or any part of the said term
(b) Not to assign underlet or part with or share
possession of the demised premises as a whole without
the previous consent in writing of the Landlord such
consent subject as hereinafter provided not to be
unreasonably withheld to an assignment or
underletting of the whole of the demised premises to
a respectable and responsible person firm or company
(who is able to meet and perform the obligations and
covenants herein contained) and provided further that
the Landlord shall be entitled to require as a
condition for the granting of any
consent to an assignment or underletting out of this Lease
(a) direct covenants on the part of any assignee to observe the
terms of this Lease and to pay the rent hereby reserved and
(b) in the case of an assignment to a limited company the
personal guarantees of the Directors of such company or the
guarantee of the ultimate or superior holding company of the
proposed assignee if any or the guarantee of a third party of
standing acceptable to assignee as to payment of rent and to
performance and observance of the covenants and conditions
herein contained and
(c) in the case of an assignment to an individual or company not
normally resident in the United Kingdom an acceptable
guarantee by a United Kingdom resident
(d) notwithstanding anything herein contained the Tenant shall
not create or permit to be created any interest derived out of
the term hereby granted howsoever remote or inferior at a rent
less than the full market rent of the demised premises and
shall not create or permit the creation of any such derivative
interest as aforesaid save by instrument in writing containing
such absolute prohibition as aforesaid on the part of the
underlessee and those that may derive title under such
underlessee
(e) PROVIDED THAT nothing contained in this Clause shall prevent
the Tenant from underletting or sharing possession or
occupation of part only of the demised premises with a
subsidiary of the Tenant or another subsidiary of the Surety
subject to the prior
written consent of the Landlord as set out in
sub-clause (b) hereof
(13) Within one month of every assignment assent transfer or
underlease (otherwise than by way of mortgage) of or relating
to the demised premises or any part thereof to give notice
thereof in writing with particulars thereof to the Solicitors
for the time being of the Landlord and produce such assignment
assent transfer or underlease or in the case of a devolution
of the interest of the Tenant not perfected by an assent
within twelve months of the happening thereof to produce to
the said solicitors the Probate of the Will or the Letters of
Administration under which such devolution arises and to pay
to them a proper registration fee of not less than L3.00 plus
value added tax at the appropriate rate for the time being in
force in respect of each such assignment transfer underlease
or devolution
(14) Not to do or permit or suffer to be done upon demised premises
or any part thereof anything (a) which may be or become a
nuisance annoyance or cause damage or inconvenience to the
Superior Landlord or the Landlord or the lessees or tenants of
the Landlord or the occupiers of any adjoining or neighbouring
premises or (b) whereby any insurance for the time being
effected on the demised premises must be rendered void or
voidable or (c) whereby the rate of premium thereon may be
increased unless the Tenant has provided full details in
writing of the changed circumstances giving note to such
increase and the Landlord has consented in writing thereto
(15) Not to exhibit on the outer wall or roofs of the
demised premises or of any building or structure thereon any
sign signboard or hanging sign fascia advertisement placard or
lettering except such as may previously have been approved in
writing by the Landlord and in default the Landlord may enter
and remove the same at the Tenant's cost PROVIDED however that
the Tenant shall within three months of the date hereof erect
a sign in such position and of such form colour or design as
may be first approved by the Landlord displaying the name and
business of the Tenant such approval not to be unreasonably
withheld
(16) To ensure that every furnace employed in the working of
engines by steam or other motive power and every other furnace
employed in any building or erection on the demised premises
is constructed so as substantially to consume or burn the
smoke arising therefrom and not to use or suffer to be used
negligently any such furnace so that the smoke arising
therefrom is not substantially consumed or burnt and not to
cause or permit any grit or noxious or offensive effluvia to
be emitted from any engine furnace chimney or other apparatus
on the demised premises without using the best practicable
means for preventing or counteracting such emission and in all
aspects to comply with the provisions of the Clean Air Act
1956 (as amended) and with the requirements of any notice of
the local authority served thereunder
(17) To take such measures as may be necessary to ensure that any
effluent discharged into the drains or 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
(18) Not to discharge or allow to be discharged any solid matter
from the demised premises into the drains or sewers as
aforesaid not to discharge or allow to be discharged therein
any fluid of a poisonous or noxious nature of a kind
calculated to or that does in fact destroy sicken or injure
the fish or contaminate or pollute the water of any stream or
river and not to do or omit or allow to be done or omitted any
act or thing whereby the waters of any stream or river may be
polluted or the composition thereof so changed as to render
the Landlord liable to any action or proceedings by any person
whomsoever
(19) Not without the consent in writing of the Landlord to suspend
any weight from the roof or roof trusses or use the roof or
roof trusses of any building forming part of the demised
premises for storage of goods or to place or permit or suffer
to be placed any weight thereon or to permit any person or
persons to enter thereon save with a view to the execution of
necessary repairs and then only in such manner as to subject
the roof and roof trusses to the least possible strain
(20) Not at any time during the said term to do or allow to be done
or to bring or allow to be brought to the demised premises or
any part thereof any act matter or thing whereby the policy or
policies of insurance may be vitiated or (without advising the
Landlord) lessened in value and in particular not to burn any
refuse or rubbish on the demised premises except in an
incinerator especially constructed for that purpose and to
notify the Landlord in the event
of the Tenant intending to store inflammable material and if
the insurers reasonably refuse to accept the risk incurred
thereby to remove such material
(21) To pay all expenses (including Solicitors costs and surveyor's
costs) incurred by the Landlord incidental to the preparation
and service of a notice under Section 146 and 147 of the Law
of Property Xxx 0000 notwithstanding forfeiture is avoided
otherwise than by relief granted by the Court
(22) To permit the Superior Landlord and the Landlord and all
persons authorised by them and their respective surveyors
agents and workmen after reasonable prior notice in writing to
the Tenant except in an emergency at all reasonable times and
convenient times in the daytime to enter on the demised
premises or any part thereof for the purpose of repairing or
building on any adjoining premises as occasion shall require
or for the purpose of making repairing maintaining cleansing
lighting and keeping in order and good condition all ways
roads sewers drains pipes gutters water-courses ditches
culverts fences xxxxxx or other conveniences which shall
belong to or be used for the demised premises in common with
other premises and also for the purpose of laying down
maintaining repairing and testing drainage gas and water pipes
and electric wires or cables or for other similar purposes the
Landlord or such persons as aforesaid making good any damage
occasioned by such entry and causing as little inconvenience
as possible
(23) Not to use or suffer to be used the demised premises or any
part thereof for the manufacture sale or supply of beer wine
or spirits with the exception of that part of the demised
premises occupied by the Beldray Social Club
(24) Not to hold or permit or suffer to be held any sale by
auction on the demised premises
(25) Not without the consent in writing of the Landlord first
obtained such consent not to be unreasonably withheld to
erect or permit or suffer to be erected any external wireless
or television mast or aerial or any mechanical or scientific
apparatus of any description on or about any part of the
exterior of the demised premises
(26) Not to permit any vehicles belonging to the Tenant its agents
or servants to obstruct any estate road or vehicle way in
the neighbourhood of the demised premises and to use its best
endeavours to ensure the Licencees or Invitees of the Tenant
shall not permit any vehicle to cause any such obstruction as
aforesaid
(27) Not to permit any new window light opening doorway path
passage drain or other physical encroachment right or
easement to be made or acquired into against or upon the
demised premises
(28) To permit the Landlord or its Agent at any time during the
last six months prior to the expiration or sooner
determination of the said term to enter upon the demised
premises upon not less than forty eight hours written notice
for the purpose of erecting a notice board in such a position
as not to interfere with the Tenant's use of or enjoyment of
the demised premises stating that the same are to let or for
sale and not to remove or interfere with or obscure the same
and during such period to permit all persons by order in
writing of the Landlord or its Agent to view the demised
premises
and all parts thereof at all reasonable hours in the daytime
on not less than forty eight hours written notice without
interruption
(29) To keep such part of the land forming part of the demised
premises as is from time to time undeveloped and the grass
gardens and any trees shrubs and xxxxxx in proper and neat
order and condition and any ditches streams culverts and
watercourses properly cleaned and cleared and the banks
thereof in proper repair and condition and in particular not
to deposit or permit to be deposited any rubbish or refuse
nor without the consent in writing of the Landlord (and then
only on such parts of the said land and subject to such
conditions as the Landlord may stipulate or impose) to store
stack or layout any materials used for the purpose of
manufacture or otherwise on any part of the said land
(30) In all respects to comply with all the provisions of the
Factories Town and Country Planning and Public Health Acts and
of all regulations thereunder and with any other obligations
imposed by law in regard to the demised premises and the
carrying on of the trade or business for the time being
carried on upon the demised premises
(31) To [comply in all respects with any covenants imposed on the
Landlord on the purchase by the Landlord of any disused mine
shafts situated on the demised premises from the National
Coal Board including (but without prejudice to the generality
of the foregoing) the covenants contained in the Coal Board
Conveyance and to keep the Landlord indemnified against all
costs expenses claims demands or proceedings arising
therefrom]
(32) To [keep the Landlord indemnified against all actions
claims demands liabilities and responsibilities whatsoever
arising under the Gas Main Deed]
(33) The Tenant shall [at the expiration or sooner determination of
the said term granted by this Lease on being requested so to
do by written notice given by the Landlord remove or procure
the removal of all the matters specified in the Fourth
Schedule hereto or so much thereof as may be specified in such
notice either in accordance with the covenants in this Lease
or to the extent specified in such notice and make good to the
satisfaction of the Landlord's Surveyor all damage caused to
the demised premises by such removal]
(34) At the determination of the said term to yield up to the
Landlord the demised premises together with the said warehouse
unit and other buildings and erections and all fittings and
Landlords fixtures therein (but not the tenant or trade
fixtures and fittings) in good and substantial repair in
accordance with the Tenant's covenant herein contained
3. THE Landlord hereby covenants with the Tenant in manner following that
is to say:
(1) To insure and keep insured with some reputable insurance
office selected by the Landlord in the joint names of the Landlord and
the Tenant against destruction or damage by the insured risks for such
sum as the Landlord shall from time to time consider sufficient to
cover the cost of rebuilding the demised premises including three years
loss of rent and all customary and proper architects and surveyors fees
and whenever reasonably required to produce to the Tenant the policy
or policies of such insurance and the receipts for the current premium
and in case of any such destruction or damage as aforesaid happening to
the demised premises (unless payment of the policy monies shall be
withheld in whole or in part by reason of any act neglect or default of
the Tenant) to reinstate restore place or rebuild the demised premises
or the parts thereof so destroyed or damaged with all convenient speed
(2) In the event of the demised premises or any part thereof at
any time during the tenancy being damaged or destroyed by any of the
insured risks so as to be unfit for habitation and use then the rent
hereby reserved or a fair proportion thereof according to the nature
and extent of the damage sustained shall be suspended and cease to be
payable until the demised premises shall again be rendered fit for
occupation and use or for three years whichever shall be the shorter
and in case of any difference between the parties under this present
proviso the same shall be referred to a single arbitrator umpire
appointed by the parties or in default of agreement by the President
for the time being of the Royal Institution of Chartered Surveyors
under the provisions of the Arbitration Xxx 0000
(3) That the Landlord and its successors in title will [make up
the roadway referred to in the Beldray Deed to the requirements of the
Highway Authority and will indemnify the Tenant and its successors in
title from and against all costs charges and claims in connection with
such making up maintenance and adoption]
(4) That the Tenant paying the rents hereby reserved and
performing and observing the several covenants and agreements herein
contained and on the Tenant's part to be observed and performed shall
and may peaceably and quietly hold and enjoy the demised premises
during the said term without any interruption or disturbance from or by
the Landlord or any person or persons rightfully claiming under or in
trust for the Landlord
4. IT is hereby agreed between the Landlord and the Tenant as follows:
(1) That if the rents hereby reserved or any part thereof
respectively shall be unpaid for twenty one days after becoming payable
(whether formally demanded or not) or if any of the covenants on the
Tenant's part herein contained shall not be performed or observed or if
the Tenant shall be wound up whether voluntarily (save for the purpose
of reconstruction or amalgamation) or compulsorily or if the Tenant for
the time being not being a corporation shall have a receiving order in
bankruptcy made against any or all of them or if the Tenant shall enter
into any arrangement or composition for the benefit of the Tenant's
creditors or shall suffer any distress or execution to be levied
upon its goods which shall remain unsatisfied for seven days then and
in any such case it shall be lawful for the Landlord at any time
thereafter to re-enter upon the demised premises or any part thereof in
the name of the whole and thereupon this demise shall absolutely
determine but without prejudice to any right of action of the Landlord
in respect of any antecedent breach of the Tenant's covenants and
conditions herein contained
(2) All notices consents or approvals to be given hereunder shall
be in writing and shall be sufficiently given to any party if sent by
registered post or the recorded delivery service addressed to that
party at that party's last known address or place of business or that
party's registered office in the case of a document to be served on or
given to the Landlord (or where the Tenant for the time being is a
Corporation) if so sent to the place of business or registered office
of the Landlord's or the Tenant's respective agents duly authorised to
receive the same
(3) Where two or more persons shall have been herein named as and
are parties hereto under the expression "the Tenant" or "the Surety"
covenants hereinbefore entered into by the Tenant or the Surety shall
be deemed to have been entered into with the Landlord by both or all of
the persons so named as aforesaid and their liability under such
covenants shall be that of joint and several covenantors
(4) No estate or interest in the soil of any road or roads or
footpath adjacent to the demised premises is or shall be deemed to be
included in the demise herebefore contained
(5) [All electrical installations and other fixtures and fittings
installed in the demised premises by the Tenant (except only such
tenant's and trade fittings and fixtures
as may not be affixed to the structure of the premises) shall
become and remain the property of the Landlord notwithstanding
that such installations may be made in whole or part
subsequent to the grant of this Lease]
5. (1) THE Basic Rent hereby reserved shall be reviewed on the
nearest quarter day to the end of the fifth tenth fifteenth
twentieth twenty fifth and thirtieth years calculated from the
date hereof (each such occasion being referred to as "the
review date") and shall be adjusted in an upward direction
only in accordance with the following provisions only
(2) The Basic rent payable from each review date shall be the best
rent at which the demised premises might reasonably be
expected to be let on the open market at such review date with
vacant possession subject to similar covenants and conditions
(other than the amount of rent) to those contained in this
Lease including the restrictions on user contained in this
Lease and for the period of this Lease unexpired (hereinafter
called "the current market rent") but excluding
(i) any effect on rent of the fact that the Tenant or a
predecessor in title has been in possession of the
demised premises
(ii) any goodwill attached to the demised premises by
reason of the carrying on thereat of the business of
the Tenant (whether by it or by its predecessors
in that business)
(iii) any effect on rent of any improvement carried out by
the Tenant otherwise than in pursuance of an
obligation imposed by this Lease
(iv) any effect on rent of the works and improvements
specified in the Fourth Schedule hereto carried out
prior to the date hereof at the Tenant's expense
(3) If the current market rent of the demised premises at the
review date shall exceed the Basic Rent then being paid then
the rent payable for the next succeeding period of five years
of the said term shall be the current market rent
(4) When the current market rent shall have been ascertained as
aforesaid such rent shall as from the review date be the
Basic Rent reserved hereunder and all arrears of such rent
shall become due and payable to the Landlord on the rent day
immediately succeeding the date of such ascertainment with
(by way of additional rent) interest at the rate of two
per-cent per annum above the base rate of Barclays Bank
Limited in force at the date of review date (hereinafter
called "the specified rate") calculated from the review date
on the amount of Basic Rent underpaid
(5) Until the current market rent shall have been ascertained the
Tenant shall continue to pay the Basic Rent at the rate
payable during the immediately preceding period of five years
and such payment shall be treated as paid on account of the
current market rent when ascertained
(6) Provided that in no circumstances shall the Basic Rent
payable during any successive period of five years of the
said rent after the first of such periods be less than the
Basic Rent payable during the immediately preceding period of
five years
(7) Either party may serve on the other a notice in writing
requiring a rent review (which notice shall not be served
earlier than a date being six months before the review date)
and upon receipt of such notice the other party shall
forthwith enter into negotiations to fix the current market
rent for the next rent period and if the parties fail to
agree the current market rent by the review date then the
matter may be referred to a single arbitrator who (failing
agreement between the parties hereto) shall be nominated on
the application of either party by the President for the time
being of the Royal Institution of Chartered Surveyors whose
decision shall be final
(8) (i) The Heating Rent shall be reviewed on each review
date and shall be adjusted in an upward direction
only in accordance with the following provisions
(ii) The Heating Rent reserved hereunder and payable from
each review date shall be either the rent payable for
the immediately preceding period of five years or
such rent increased by the same percentage by which
the Basic Rent is increased for the same period
whichever shall be greater
(iii) All arrears of such rent shall become due and payable
to the Landlord on the rent day immediately
succeeding the
date of ascertainment of the Basic Rent with (by way
of additional rent) interest at the specified rate
calculated from the review date on the amount of
Heating Rent underpaid
(iv) Until the date of ascertainment of the Basic Rent
the Tenant shall continue to pay the Heating Rent at
the rate payable during the immediately preceding
period of five years and such payment shall be
treated as paid on account of the Heating Rent when
ascertained
(9) In respect of Clause 5 of this Lease time shall not be deemed
to be of the essence
6. (1) THE Surety HEREBY COVENANTS with the Landlord that the Tenant
will at all times pay the rent hereby reserved on the days and in the
manner aforesaid and will observe and perform the covenants and
conditions contained in these presents and on the part of the Tenant to
be observed and performed and that if the Tenant shall make any default
in the payment of the said rent in the manner aforesaid or in observing
and performing the said covenants and conditions or any of them then
and in any such case the Surety will pay and make good to the Landlord
on demand all losses damages costs and expenses sustained by the
Landlord through the default of the Tenant in respect of any of the
before mentioned matters PROVIDED ALWAYS that notwithstanding the
forbearance by the Landlord to enforce against the Tenant the payment
of the said rent or the observance or performance of the Tenant's
covenants and conditions or the giving of time by the Landlord to the
Tenant in relation thereto the Surety shall not thereby be discharged
from liability under the foregoing covenant nor shall such liability be
in any way lessened or affected thereby
(2) The Surety hereby further covenants with the Landlord that if
the Tenant shall go into liquidation and the liquidator shall disclaim
these presents or the Tenant shall be wound up or cease to exist (or if
the Tenant for the time being shall be an individual and shall become
bankrupt and the Trustee in Bankruptcy shall disclaim this Lease) and
if the Landlord shall within three months after such disclaimer or
other event putting an end to the effect of the presents as aforesaid
so far as concerns the Tenant by notice in writing require the Surety
to accept a Lease of the demised premises for a term commensurate with
the residue which if there had been no disclaimer or if these presents
had continued to have effect as aforesaid would have remained of the
term granted by these presents at the same rent and subject to the like
covenants and conditions as are reserved by and contained in these
presents (with the exception of this sub-clause and the immediately
preceding sub-clause) the said new Lease and the rights and liabilities
thereunder to take effect as from the date of the said disclaimer or of
these presents ceasing to have effect as aforesaid and in such case the
Surety shall pay the costs of and accept such new Lease accordingly and
will execute and deliver to the Landlord a Counterpart thereof
(3) For the avoidance of doubt the liability of the Surety
hereunder shall continue during the whole of the said term
7. THE fees of the Landlord's solicitors for the preparation and
completion of this Lease and a Counterpart thereof and the stamp duty
on such Counterpart shall be paid by the Tenant
IN WITNESS whereof the Landlord and the Tenant have caused their
respective Common Seals to be hereunto affixed the day and year first
before written
THE FIRST SCHEDULE before referred to
The Demised Premises
ALL THAT piece of land situate at Xxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxx which
piece of land is for the purpose of identification only delineated on the plan
No. 1 attached hereto and thereon edged red Together With the Factory Premises
and other buildings erected thereon and the Landlord's fixtures fittings and
equipment therein or thereon Provided That any part of a wall of the premises
which also forms part of a building erected or in course of erection on any
adjoining land shall be a party wall and shall be maintained and repaired
accordingly
THE SECOND SCHEDULE before referred to
PART I
Tenant's easements rights and privileges
1. The right (in common with the Landlord and all other persons now or
hereafter entitled to the like right) so far as may be necessary of ingress to
and egress from the demised premises over a road or way suitable for heavy
vehicles through Xxxxxx Industrial Park which is for the purpose of
identification only edged green on Plan No. 2 attached hereto (hereinafter
called "Xxxxxx Industrial Park") to connect with the land coloured xxxxx on Plan
No. 2 attached hereto such right of way to be the principal access to the
demised premises pending completion of the roadway referred to in the Beldray
Deed whereupon such right shall only be exercised when access over such roadway
shall for any reason be curtailed
2. The full and free right and liberty to cross Xxxxxx Industrial Park (on
foot only) in the event of a fire or other emergency (actual or believed)
occurring on the demised premises
3. Full and free right and liberty for the Tenant (jointly and in common
with the Landlord and any owners or occupiers for the time being of Xxxxxx
Industrial Park and their respective successors
[Diagram of Plan No. 1]
[Diagram of Plan No. 2]
in title) to use the drains sewers and other services now or to be laid
under and in the demised premises and Xxxxxx Industrial Park the Tenant
paying a proportionate part towards the costs of maintaining and
repairing the said drains sewers and other services
4. Full and free right and liberty for the purposes aforesaid and for
repairing maintaining and cleansing the said drains sewers and other
services to enter and break up such parts of the surface of Xxxxxx
Industrial Park making good nevertheless all damage done and restoring
the surface as soon as practicable
5. The right of lateral and subjacent support and protection for the
demised premises by and from the adjoining parts of Xxxxxx Industrial
Park and any building erected or in course of erection thereon
6. Such rights of access to and entry upon such parts of Xxxxxx Industrial
Park as are necessary for the repair and maintenance of the demised
premises and for the proper performance and observance of the
restrictions stipulations and conditions herein contained or for the
exercise of the Tenant's rights hereunder the Tenant giving to the
occupiers of such adjoining parts at least forty eight hours notice
before exercising such rights (except in case of emergency) and making
good all damage occasioned by such exercise
Part II
A copy of the easements rights and privileges contained in the First Schedule
to the Headlease
1. The right (in common with the Lessee and all other persons entitled to
a like right) to pass and xxxxxx over and
across the strip of land between the demised land and Peascroft Lane
aforesaid until such time as such strip of land shall form part of the
highway
2. Full and free right and liberty for the Lessee (jointly and
in common with the Council and their successors in title) to use the
drains sewers and other services now or to be laid under and in any
adjoining or neighbouring property of the Council
3. Full and free right and liberty for the purposes aforesaid
and for repairing maintaining and cleansing the said drains sewers and
other services to enter and break up the surface of such adjoining or
neighbouring property of the Council making good nevertheless all
damage done and restoring the surface as soon as practicable
Note: "the Lessee" is the Tenant; "the Council" is the Superior
Landlord and "the demised land"; forms part of the demised premises
THE THIRD SCHEDULE before referred to
PART I
Landlord's Exceptions and Reservations
1. The free and uninterrupted passage and running of water soil
effluent drainage steam gas electricity and telephone or other service
or supply to and from Xxxxxx Industrial Park into through and along all
sewers drains watercourses conduits pipes wires and cables which now
are or may hereafter during the term hereby granted be in or over
under or upon the demised premises or any part thereof
2. The full right and liberty (which shall extend to the
Superior Landlord in respect of any adjacent or neighbouring lands and
buildings of the Superior Landlord) without obtaining any consent from
or making any compensation to the Tenant at any time hereafter as need
or occasion shall arise to execute any works or erections or carry out
any repairs or alter or rebuild any adjacent or neighbouring lands and
buildings on Xxxxxx Industrial Park and to use the same in
any manner and for any purpose as the Superior Landlord or the Landlord
or other the owner thereof for the time being may think fit and the
Tenant shall not be or become entitled to any rights of access of light
or air to the demised premises and any other easement right or
privilege whatsoever which would restrict or interfere with the use of
the said adjacent or neighbouring land and buildings (whether or not of
the Landlord) in any manner and for any purpose as aforesaid
3. The right to lay construct and maintain gas water steam and
other pipes drains electric telegraphic telephone and other wires and
cables and appliances (with necessary inspection xxxxxxxx) through
under or upon the demised premises or any part thereof and the right
for the Landlord and the owner or owners for the time being of Xxxxxx
Industrial Park and their respective Agents Surveyors and workmen from
time to time and at all reasonable times and with materials and tools
to enter upon the demised premises to carry out the works aforesaid and
also for the purpose of having access to valves cleaning repairing
replacing and renewing the said pipes drains telegraphic telephone and
other wires cables and appliances and also for the purpose of executing
repairs or alterations to the adjacent or neighbouring lands and
buildings on Xxxxxx Industrial Park the persons or person exercising
such right causing as little inconvenience as possible to the Tenant
and making good to the reasonable satisfaction of the Tenant all damage
done by reason of the carrying out of any such works
4. The right of lateral and subjacent support and protection for
Xxxxxx Industrial Park and any buildings now or hereafter to be erected
thereon by and from the adjoining parts of the demised premises
together with all other easements and rights now belonging to or
enjoyed by all adjacent or
neighbouring land or buildings and interest wherein whether in
possession or reversion is at any time during the term hereby granted
vested in the Landlord and in particular but without prejudice to the
generality of the foregoing the right to erect buildings on Xxxxxx
Industrial Park that connect to and the structure of which is affixed
to and supported by the demised premises
PART II
A copy of the exceptions and reservations contained in the Second Schedule to
the Headlease
1. The free right of passage and of running of water soil gas and
electricity from the adjoining and neighbouring land of the Council and the
buildings now or hereafter to be erected thereon through the sewers drains pipes
channels and wires in upon or under the demised land
2. The free right to enter upon the demised land for the purpose of making
connections with such sewers drains pipes channels and wires or any of them for
the purpose of exercising the said right of passage and of running of water soil
gas and electricity
3. The free right to enter upon the demised land for the purpose of
repairing renewing inspecting maintaining and laying such sewers drains channels
and wires in upon or under the demised land
4. The free right to execute works and erections upon or to alter or
rebuild any of the buildings erected on such adjoining and neighbouring land
aforesaid in such manner as they may think fit notwithstanding that the access
of light and air to the demised land and the building may thereby be interfered
with PROVIDED ALWAYS that the Council's rights set out above in paragraphs 2 and
3 of this Schedule shall be exercisable (except in an emergency) on four weeks
written notice to the Lessee the Council occasioning as little damage as
possible which shall be made good as quickly as may be reasonably practicable
Note: "the Council" is the Superior Landlord and "the Lessee" is the Tenant
"the demised land" forms part of the demised premises and "the Building" is
that covenanted to be erected on the demised land by the Lessee
THE FOURTH SCHEDULE before referred to
1. The items comprised in the fitting-out Contract dated the
twelfth day of December One Thousand Nine Hundred and Seventy Eight and made
between Beldray Limited of the one part and Xxxxxxx Xxxxxxxxxxx Limited of the
other part (a copy of which has for identification purposes been initialled on
behalf of the parties hereto)
2. The following items have been incorporated into the said
Contract at additional cost to Beldray Limited
(i) All electrical wiring and/or lighting to the Warehouse Area from the
mains distribution board
(ii) Electrical lighting column to car-park area
(iii) Fire Alarm System to canteen and amenity block
(iv) Kitchen/Canteen servery wall and security screen
(v) Alterations to lighting in seconds store
(vi) Increase in wall tiling to kitchen area
(vii) Painting to service pipework in warehouse area
(viii) Supply and installation of fire extinguishers
(ix) Sundry extras to heating to canteen and amenity block
comprising two additional radiators larger convector heater
and increased bore in respect of main feed pipes
(x) Ventilation to paint shop
(xi) External and internal signs
(xii) Extension gas supply to kitchen fittings
(xiii) Additional stores in kitchen area
(xiv) Provision of double doors to medical room
(xv) Provision of security gate
(xvi) Transferring equipment in paint shop to the final location and re-shut
and cut holes
THE COMMON SEAL of )
)
XXXXXX INDUSTRIAL PARK )
)
LIMITED was hereunto affixed )
)
in the presence of: )
[SEAL] /s/ Director
-------------------------
/s/ Authorised Signatory
-------------------------
