EXHIBIT 10.82
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DATED 12th June 1996
SUPPLEMENTAL LEASE
AND LICENCE FOR ALTERATIONS
to
▇▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
[Leases dated 4th May 1995]
Sun Alliance and London Assurance Company Limited (1)
▇▇▇▇▇▇▇ Robor plc (2)
TOWNSENDS
===================================Solicitors==================================
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Telephone (01793) 410800 o Fax (01793) 616294
THIS DEED is made the 12th day of June 1996
BETWEEN
SUN ALLIANCE AND LONDON ASSURANCE COMPANY LIMITED whose registered
office is at ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ("the Landlord") (1) and
▇▇▇▇▇▇▇ ROBOR plc whose registered office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ("the Tenant") (2)
THIS DEED WITNESSES that:
1. INTERPRETATION
In this deed
1.1 The following expressions have the following meanings unless the
context requires them to be interpreted differently:
"the Additional Property" means the land adjoining ▇▇▇▇ ▇ and shown
for identification only edged red on the Plan
"the Additional Rents" means all sums (other than the Rent) which may
from time to time be due from the Tenant to the
Landlord under this deed
"the Alterations" means the works briefly described in the Second
Schedule and described in more detail in the
Approved Specifications
"the Approved means the documents and drawings listed in the
Specifications" Third Schedule and attached to this deed
"the Buildings" has the meaning given to it in the Unit 2 Lease
1
"the Consents" means all planning permissions, building
regulations consents and any other consents or
approvals which are necessary in order lawfully
to carry out and retain the Alterations
"the Insurers" means the insurers of the Property
"the Original Leases" means the Unit l Lease and the Unit 2 Lease
together
"the Plan" means the plan attached to this deed
"the Rent" means the yearly rent of one peppercorn
"the Term" means the term of FIFTEEN years commencing on
1st May 1995 together with any lawful period of
holding over under statute or common law
"Unit 1" means ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ as described in more detail
in the Unit 1 Lease
"Unit 2" means ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ as described in more detail
in the Unit 2 Lease
"the Unit 1 Lease" means a lease dated 4th May 1995 of Unit 1
between the Landlord (1) and the Tenant (2)
"the Unit 2 Lease" means a lease dated 4th May 1995 of Unit 2
between the Landlord (1) and the Tenant (2)
"the Units" means ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
[GRAPHIC]
1.2 The expression "the Landlord" includes where the context admits any person
who for the time being owns the interest in either of the Units or the
Additional Property which gives the right to possession of it or them at
the end of the Unit 1 Lease, the Unit 2 Lease or the Term (as the case may
be) in each case whether it runs its full course or is brought to an end
early
1.3 The expression "the Tenant" includes where the context admits any person
who for the time being is entitled to the Additional Property as tenant
under this deed or to either of the Units under either of the Original
Leases
1.4 Words importing the singular are to be considered where appropriate as
including the plural and vice versa
1.5 Words importing the masculine are to be considered where appropriate as
including the feminine and neuter and vice versa
1.6 Unless the context requires the expressions to be interpreted differently,
references to a "clause", "sub-clause", "schedule" or "paragraph" are
references to the appropriately numbered clause, sub-clause, schedule or
paragraph of this deed
1.7 The headings are included for ease of reference only. They shall not be
taken to affect the meaning of the provisions to which they relate
1.8 The schedules are incorporated in this deed and the Landlord and the
Tenant agree to be bound by their provisions
1.9 If from time to time there is more than one person comprised in the Tenant
or the Landlord then:
1.9.1 any reference to "the Tenant" or "the Landlord" will be deemed to
refer to each tenant or landlord;
1.9.2 any obligation on the part of the Tenant or the Landlord (as the
case may be) can be enforced against all of the tenants or all of
the landlords (as the case
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may be) jointly and against each individually, and
1.9.3 any notice to be served on the Tenant or the Landlord will be
validly served if served on any one or more of (as the case may
be) the tenants or the landlords
1.10 As provided in sub-clause 1.1 the Term is computed from 1st May 1995.
Thus references to the first year of the Term are to the year starting
on 1st May 1995 and ending on 30th April 1996. References to the
commencement of the Term or to subsequent years of the Term are to be
interpreted accordingly
2. RECITALS
2.1 This deed is supplemental to the Leases
2.2 The right to possession of each of the Units when the Original Leases
end remains vested in the Landlord
2.3 The right to each of the Units under the Original Leases remain vested
in the Tenant
2.4 The Tenant has requested the Landlord to grant a lease to it of the
Additional Property on the terms set out below
2.5 Each of the Original Leases requires the Tenant to obtain the
Landlord's written consent to any alterations to the Units
2.6 The Tenant wishes to carry out the Alterations
3. DEMISE
3.1 The Landlord demises to the Tenant the Additional Property
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3.2 to hold the Additional Property to the Tenant
3.3 together with rights equivalent (except as modified in the First
Schedule) to those granted by the Unit 2 Lease but
3.4 excepting and reserving to the Landlord matters equivalent (except as
modified in the First Schedule) to those excepted and reserved by the
Unit 2 Lease
3.5 and subject to all rights and easements (if any) belonging to or
enjoyed by any adjoining or neighbouring property
3.6 for the Term
3.7 the Tenant yielding and paying to the Landlord the Rent and the
Additional Rents
3.8 the Rent is payable without any deduction or set off (legal or
equitable) by annual payments in advance on the first day of each year
of the Term
3.9 the Additional Rents are payable on demand without any deduction or set
off
4. SAME TERMS
4.1 As to the Additional Property the demise under this deed is made upon
the same terms and subject to the same covenants, provisos, conditions
and other matters as are contained in the Unit 2 Lease except
4.1.1 as to
4.1.1.1 the property demised
4.1.1.2 the Rent, and
4.1.1.3 the term of years granted;
4.1.2 as provided for in clauses 6 and 7, and
4.1.3 as modified in the First Schedule
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4.2 This deed shall accordingly be construed and take effect as if the
terms, covenants, provisos and conditions of the Unit 2 Lease were
(except as mentioned in sub-clauses 4.1.1 to 4.1.3) repeated in this
deed in full
5. COVENANTS
5.1 The Tenant covenants with the Landlord to observe and perform all the
covenants and conditions on its part contained in the Unit 2 Lease as
modified as mentioned in clause 4
5.2 The Landlord covenants with the Tenant to observe and perform all the
covenants and conditions on its part contained in the Unit 2 Lease as
modified as mentioned in clause 4
6. LICENCE
In consideration of the covenants by the Tenant contained in this deed the
Landlord grants licence to the Tenant to carry out the Alterations
7. TENANT'S FURTHER COVENANTS
The Tenant further covenants with the Landlord that the Tenant will:
7.1
7.1.1 before starting the Alterations at the Tenant's own expense apply
for and obtain the Consents
7.1.2 supply copies of the Consents to the Landlord within seven days
after the Tenant receives them
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7.2 If the Tenant starts the Alterations carry them out:
7.2.1 in a proper and workmanlike manner;
7.2.2 using suitable materials of good quality;
7.2.3 within six months of the date of this deed;
7.2.4 to the reasonable satisfaction of the Landlord's surveyor
architect and engineer;
7.2.5 strictly in accordance with the Approved Specifications (subject
only to such modifications as the Landlord may first have approved
in writing);
7.2.6 in compliance with all appropriate Acts of Parliament bye-laws and
regulations of all statutory authorities and the Consents, and
7.2.7 in accordance with the requirements of the Insurers
7.3 Provide the Landlord free of charge with such further drawings, samples
of materials, specifications, particulars or other information in
connection with the Alterations as the Landlord may reasonably ask for;
7.4 Cause as little damage as possible to the Additional Property, the
Units and the Buildings and immediately after the completion of the
Alterations make good any damage caused to the satisfaction in all
respects of the Landlord's surveyor architect and engineer;
7.5 Allow the Landlord or anyone on his behalf to inspect the Alterations
at intervals whilst they are in progress and on completion of the
Alterations;
7.6 Maintain and decorate the whole of the Alterations in accordance with
the covenants contained in the Original Leases and this deed;
7.7 At the Tenant's own expense carry out such further work to the
Additional Property, the Units and the Buildings as may as a result of
the Alterations be necessary to comply with any requirements or
regulations of:
7.7.1 the Fire Officer;
7.7.2 the Local Authority;
7.7.3 any other competent authority, or
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7.7.4 the Insurers
such work to be carried out to the satisfaction of that authority and
of the Landlord's surveyor architect and engineer;
7.8 Carry out all electrical work in accordance with the current
regulations for the electrical equipment of buildings as issued by the
Institute of Electrical Engineers and in compliance with the
requirements of the appropriate electricity supply company;
7.9 Ensure that:
7.9.1 all builders' materials and equipment are kept within the
boundaries of the Additional Property or the Units and are removed
from the Additional Property and the Units within fourteen days
after the completion of the Alterations, and
7.9.2 no rubbish or materials of any kind whatsoever are left in the
roadways or on the pavements leading to the Additional Property or
to the Units;
7.10 Indemnify and keep indemnified the Landlord against:
7.10.1 any damage to:
the Buildings;
any neighbouring buildings,
or any person or property;
7.10.2 all claims, actions, costs and proceedings whatsoever and howsoever
arising as a result of the Alterations or the failure to comply
with the terms of this deed, and
7.10.3 any liability for any tax whether levied on or payable by the
Landlord or the Tenant because of the Alterations;
7.11 Pay the Landlord's reasonable and proper legal and other professional
costs, disbursements and Value Added Tax at the appropriate rate
incidental to and in connection with the preparation negotiation and
completion of this deed and the Counterpart of it;
7.12 Pay the reasonable and proper fees of the Landlord's surveyor,
architect and engineer
8
and any other professional adviser together with any Value Added Tax on
those fees for inspecting and approving the Alterations as they proceed
and on completion and for inspecting and approving the works of
reinstatement to be carried out in accordance with sub-clause 7.14;
7.13 Take all reasonable steps to reduce to the minimum any noise, nuisance,
annoyance or inconvenience to the immediately surrounding occupiers
whilst the Alterations are in progress;
7.14
7.14.1 At the Tenant's own expense reinstate the Additional Property and
the Units during the period of three months immediately before
whichever happens first of the following:
7.14.1.1 the expiry or sooner determination of the Term, and
7.14.1.2 ▇▇▇▇ ▇ and Unit 2 ceasing to be occupied by the
same person or body
7.14.2 Such reinstatement shall be to the condition the Additional
Property and the Units were in before the Alterations were carried
out including the removal of any plant or related equipment;
7.14.3 Carry out such works of reinstatement including making good any
damage caused at that time to the satisfaction of the Landlord's
surveyor architect and engineer.
8. FURTHER PROVISIONS
8.1 Except as varied by this deed the Original Leases shall continue in
full force and effect and nothing contained in this deed shall be
treated as a waiver by the Landlord of any of the covenants, conditions
or provisions of either of the Original Leases.
8.2 The provisions set out in the Original Leases as to forfeiture shall
apply to any breach of the Tenant's covenants set out in this deed as
well as to a breach of those set out in
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either of the Original Leases themselves.
8.3 If a substantial start has not been made on the Alterations within six
months from the date of this deed then the licence contained in clause 6
shall cease to have effect.
8.4 Except where the context requires it to be interpreted differently the
expression "the Demised Premises" where used in either of the Original
Leases shall mean the Demised Premises as modified by the Alterations.
8.5 The Tenant acknowledges that no responsibility is assumed by, or to be
imputed to, the Landlord for any consequence of the carrying out of the
Alterations.
8.6 This licence and any approval, consent, instruction, certification or
supervision of works granted, given or carried out by or on behalf of the
Landlord under this licence:
8.6.1 are granted, given or carried out without any liability on the part
of the Landlord or its surveyors, agents, consultants or employees;
8.6.2 imply no responsibility on the part of the Landlord, its surveyors,
agents, consultants or employees for any of the Alterations or
their design, execution or existence;
8.6.3 do not imply, warrant or constitute any representation that it is
lawful to execute the Alterations, and
8.6.4 do not limit or discharge any of the obligations of the Tenant
under this licence.
8.7 The alterations and additions comprised in the Alterations are not
improvements for the purposes of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Part 1
and are carried out by the Tenant to suit its own personal requirements.
Neither the Tenant nor any other person shall be entitled to compensation
in respect of such alterations and additions at the expiry or sooner
determination of the Term or at any other time.
8.8 The alterations and additions comprised in the Alterations shall be
disregarded for the purposes of rent review in accordance with sub-clause
1.1 of and the Fourth Schedule to each of the Original Leases
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8.9 The Landlord is not responsible for insuring any part of the Alterations
9. STAMP DUTY CERTIFICATE
The parties to this lease certify that there is no agreement for lease to
which this deed gives effect
IN WITNESS whereof this deed has been duly delivered the day and year first
before written
THE FIRST SCHEDULE
Modifications to the Unit 2 Lease for the purposes of this demise
For the purposes of this deed only:
A. References in the Unit 2 Lease to "the Demised Premises" shall be treated
for the purposes of this lease as references to the Additional Property
B. The following sub-clauses of the Unit 2 Lease shall not be treated as
applying to this deed:
2.1.1
2.1.6
2.4
3.8
3.18.2, .3 and .4
4.2
4.3
5.1
5.2.1
5.3 and
Schedules 1 to 4 inclusive
C. Sub-clause 3.10 of the Unit 2 Lease shall be treated as having been
deleted and replaced by the following sub-clause:
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3.10 Alterations
The Tenant will
3.10.1 not make any addition or alteration whatsoever to the
Demised Premises
3.10.2 not erect any structure on the Demised Premises
3.10.3 not without the prior consent of the Landlord which shall
not be unreasonably withheld or delayed instal any
equipment on the Demised Premises
3.10.4 on receiving a written request from the Landlord
immediately pull down and remove any erection, alteration
or addition erected or made in breach of sub-clauses 3.10.1
to 3.10.3 and make good any damage caused thereby BUT so
that this sub-clause 3.10.4 shall not in any way restrict
or cancel any other remedy which the Landlord may have____
D. Sub-clause 3.12 of the Unit 2 Lease shall be treated as having been
deleted and replaced by the following sub-clause:
3.12 Alienation:
3.12.1 The Tenant will not assign or underlet, or part with or
share possession or occupation of, or grant to anyone else
any right over or interest in, any part or parts (as
opposed to the whole) of the Additional Property
3.12.2 The Tenant will not assign, underlet, or part with or share
possession or occupation of, or grant to anyone else any
right over or interest in, the whole of the Additional
Property except by an assignment or underletting which
takes place in conjunction with and to the same person as a
permitted assignment or underletting of Unit 2 in
accordance with the Unit 2 Lease
E. Sub-clause 3.14 of the Unit 2 Lease shall be treated as having been
deleted and replaced by the following sub-clause:
3.14 Use
The Tenant will not use the Additional Property other than as the
site for a closed collecting container for waste paper trimmings as
indicated on drawing Q948-1 attached to this deed and to be used
solely in connection with the waste
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paper collection and compacting equipment within the Units
THE SECOND SCHEDULE
"the Alterations"
1. Installation of a waste extraction system
2. Installation of a heat extraction system
THE THIRD SCHEDULE
"the Approved Specifications"
Letter from ▇▇▇▇▇▇▇ Robor to Sun Alliance dated 22 March 1995
Letter from Impact to ▇▇▇▇▇ ▇▇▇▇▇ (undated)
Note from ▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇ ▇▇▇▇ dated 21 April 1995
Note from ▇▇▇▇ ▇▇▇▇ of Mercury to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (undated)
Letter from Sun Alliance to ▇▇▇▇▇ ▇▇▇▇▇ dated 21 April 1995
Letter from ▇▇▇▇▇ ▇▇▇▇▇ to Sun Alliance dated 26 July 1995
Drawing no. Q948/1 prepared by Impact
Memo from ▇▇▇▇▇▇▇ to Sun Alliance dated 26 June 1995 with 3 attached sketches
THE COMMON SEAL of SUN ALLIANCE )
AND LONDON ASSURANCE COMPANY )
LIMITED was hereunto affixed in the )
presence of:- )
Authorised Signatory [ILLEGIBLE]
Authorised Signatory [ILLEGIBLE]
[GRAPHIC]
▇▇
( ▇▇▇ ▇▇▇▇▇▇ SEAL of ▇▇▇▇▇▇▇ ROBOR
( PLC was hereunto affixed in the
( presence of:-
Director
Secretary
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