EXHIBIT 10.13
DATED 4 July 1986
ELECTRICITY SUPPLY NOMINEES LIMITED
-and-
▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED
L E A S E
---------
of
Unit No. 1, Block B,
The ▇▇▇▇▇▇▇ Centre ▇▇▇▇▇▇▇ Way
Crawley West Sussex
(2528B)
Property & Lease ID: LP1564003 COUNTERPART/
MEMORANDUM OF REVIEWED RENT
---------------------------
DATE OF LEASE 4 July 1986
..................
Unit Number 1 Block B and 30 Car Park Spaces
PREMISES DEMISED................................................................
The ▇▇▇▇▇▇▇ Centre ▇▇▇▇▇▇▇ Way Crawley West Sussex
................................................................................
Electricity Supply Nominees Ltd
PARTIES-LANDLORD:...............................................................
▇▇▇▇ ▇▇▇▇▇ Electronics Ltd
TENANTS(S):.............................................................
........................................................................
SURETY(IES):............................................................
The Norwich Union Life Insurance Society
PRESENT LANDLORD................................................................
(where ▇▇▇▇▇ assigned)
Rapiscan Security Products Ltd
PRESENT TENANT(S)...............................................................
(where Lease assigned)
................................................................................
International Aeradio Ltd
SURETY(IES).....................................................................
THE RENT PAYABLE UNDER THE ABOVE MENTIONED LEASE HAS BEEN REVIEWED UNDER THE
94,000.00pa
PROVISIONS THEREOF AND THE PRINCIPAL RENT REMAINS THE SAME AT (pounds)..........
(Ninety four thousand pounds per annum)
................................................................................
25 March 1996
UNTIL NEXT REVIEW, WITH EFFECT FROM.............................................
.........................................
BY/FOR AND ON BEHALF OF THE TENANT
Rapiscan Security Products Ltd
.........................................
SIGNATURE ILLEGIBLE
....................................
HEAD-NUIM PROPERTY (DOCUMENTATION) /S/ A.S. CRANE
.................................... .........................................
FOR AND ON BEHALF OF THE LANDLORD BY/FOR AND ON BEHALF OF THE SURETY(IES)*
International Aeradio Ltd
Date August 16th 1996 /s/ ▇.▇.▇ ▇▇▇▇▇▇
.................................... .........................................
A RENT REVIEW MEMORANDUM TO BE ATTACHED TO A LEASE DATED THE 4TH DAY OF JULY
1986 AND MADE BETWEEN ELECTRICITY SUPPLY NOMINEES LIMITED (1) AND ▇▇▇▇ ▇▇▇▇▇
ELECTRONICS LIMITED (2)
________________________________________________________________________________
Premises know as Unit Number 1, Block B, The ▇▇▇▇▇▇▇ Centre, ▇▇▇▇▇▇▇ Way,
Crawley, West Sussex
________________________________________________________________________________
IT IS HEREBY AGREED AND DECLARED BETWEEN ELECTRICITY SUPPLY NOMINEES LIMITED
whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (being the party
remaining entitled to the reversion immediately expectant upon the determination
of the term granted by the within written lease) and INTERNATIONAL AERADIO
LIMITED whose registered office is at Aeradio House ▇▇▇▇▇ Road Southall
Middlesex UB2 5NJ (being the party now entitled to the benefit of the term
granted by the within written lease) that pursuant to Clause 1 of and the Third
Schedule to the within written lease the yearly rent reserved by the within
written lease is from the 25th day of March 1991 payable at the rate of NINETY
FOUR THOUSAND POUNDS ((pounds)94,000)) per annum subject to the provisions for
further rent review contained in the within written lease
Dated this 26th day of March 1992
....................................
Signed for and on behalf of
ELECTRICITY SUPPLY NOMINEES LIMITED
[SIGNATURE ILLEGIBLE]
....................................
Signed for and behalf of
INTERNATIONAL AREADIO LTD
(5629I)
Appendix
--------
By a Licence for Alterations dated 1st December, 1992 made between Electricity
Supply Nominees Limited (1) and International Aeradio Plc (2) consent was
granted to certain alterations upon the terms and conditions set out therein
9.
(7732I)
INDEX
-----
Clause Subject
------ -------
Particulars Lease Details
1. General
(1) Interpretation
(2) Definitions
2. Demise
3. Covenants by the Tenant
(1) To pay the Rent
(2) To pay interest
(3) To pay Value Added Tax
(4) To pay outgoings
(5) To pay Service Charge
(6) As to insurance
(7) To comply with statutes
(8) As to the Town and Country Planning Acts
(9) As to repairs and decoration
(10) As to alterations
(11) As to signs and advertisements
(12) As to user
(13) As to dealings
(14) New Guarantor
(15) To permit entry by ▇▇▇▇▇▇▇▇ and others
(16) As to the payment of certain costs and as to indemnities
(17) To comply with further stipulations restrictions and regulations
(18) To comply with the provisions of the Relevant Documents
i.
4. Covenants by the Landlord
(1) For quiet enjoyment
(2) To provide certain services
(3) To insure
(4) To make good damage caused by Insured Risks
5. Provisos
(1) Re-entry
(2) Cesser of rent
(3) Demise not to confer rights to enforce covenants against others or
to grant further rights
(4) Limitation of Landlord's liability for provision of Services
(5) No warranty as to the Permitted Use
(6) Limitation on Landlord's obligation to insure
(7) Service of notices
(8) Party Walls
(9) As to arbitration in certain events
(10) Exclusion of compensation
(11) Impossibility of performance of certain covenants
6. Covenants by Guarantor
The First Schedule - Rights Granted
The Second Schedule - Exceptions and Reservations
The Third Schedule - Rent Review Provisions
The Fourth Schedule - Stipulations and Restrictions
The Fifth Schedule - Service Charge
The Sixth Schedule - Covenants by Guarantor
ii.
PARTICULARS
-----------
Column 1 Column 2
-------- --------
Date the 4th day of July One thousand nine hundred
---- and eighty-six
the Landlord ELECTRICITY SUPPLY NOMINEES LIMITED
------------ whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇.▇.▇.
the Tenant ▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED
---------- whose registered office is at Aeradio House,
▇▇▇▇▇ Road, Southall Middlesex
the Guarantor Not Applicable
(if any)
-------------
the Term Twenty-five years from (and including) the
-------- Twenty-fifth day of March One thousand nine
hundred and eighty-six
the Premises ALL THAT piece or parcel of land together with
------------ the building erected thereon or on some part
thereof situate on the Estate (as hereinafter
mentioned) known as Unit Number B1 WHICH piece
of land is for the purpose of identification
only delineated upon the plan annexed hereto
and thereon verged in red
The Estate ALL THOSE premises known as The ▇▇▇▇▇▇▇ Centre
---------- situate at ▇▇▇▇▇▇▇ Way, Crawley, West Sussex
and shown for the purpose of identification
only upon the plan annexed hereto and thereon
verged in blue
iii.
the Initial Rent the yearly rent of Sixty-five thousand pounds
---------------- ((pounds) 65,000) the first payment in respect
of the period from the First day of July One
thousand nine hundred and eighty-six to the
Twenty-ninth day of September One thousand
nine hundred and eighty-six to be made on the
date hereof
Review Dates the fifth tenth fifteenth and twentieth
------------ anniversaries of the commencement date of the
Term
Initial Loss Three years
of Rent Period
--------------
Number of Parking 30 parking spaces for private cars
Spaces
-----------------
Internal Decoration the fifth year of the Term and each subsequent
Year fifth year thereafter
-----------------
External Decoration the third year of the Term and each subsequent
Years third year thereafter
-----------------
the Permitted Use Light Industrial Use within the meaning of Use
----------------- Class III of the Town and Country Planning
(Use Classes) Order 1972 (as enacted at the
date thereof) or warehousing use within Class
X of such order (subject to all necessary
planning permissions being obtained)
Service Charge the proportion which the gross external floor
Proportion area of the building comprised in the Premises
-------------- bears to the total gross external floor are or
all the premises on the Estate (other than
those parts thereof ??? for the provision of
services for the Estate) let or intended to
be
iv.
Service Charge the 25th day of March in each year
Accounting Day
--------------
Estate Opening the 25th day of March One thousand nine hundred
Date (if any) and eighty-six
------------
Service Charge the first day of July One thousand nine hundred
Commencement Date and eighty-six
-----------------
the Relevant the deeds and documents specified in the
Documents (if any) Property and Charges Register of Title Number
----------------- WSX72441
Quarter Days the 25th day of March the 24th day of June the
------------ 29th day of September and the 25th day of
December in each year
Stipulated Rate the rate of Six per centum (6%) per annum above
--------------- the base rate of National Westminster Bank plc
for time being in force
v.
THIS LEASE is made on the date first shown in the [SEAL APPEARS HERE]
Particulars hereto between the Landlord specified in the Particulars of the
first part the Tenant specified in the Particulars of the second part and the
Guarantor (if any) specified in the Particulars of the third part
NOW THIS DEED WITNESSETH as follows:
INTERPRETATION AND DEFINITIONS
------------------------------
1. (1) (a) WHERE there are at any time two or more persons included
in the expression "Tenant" or the expression "Guarantor" covenants expressed to
be made by the Tenant or the Guarantor as the case may be shall be deemed to be
made by such persons jointly and severally
(b) Any reference to any Act or Acts of Parliament or legislation
generally shall include any modification extension or re-enactment thereof for
the time being in force and shall also include all instruments orders plans
regulations bye-laws permissions licences consents notices and directions or
other things for the time being made issued or given thereunder or deriving
authority therefrom
(c) Any covenant or obligation by or of the Tenant not to do or omit to
be done any act matter or thing shall be deemed to include an obligation not to
permit or suffer such act matter or thing to be done or not to permit or
suffer the omission of such act matter or thing as the case may be
(d) The Clause or Paragraph headings or marginal notes and the Index
(if any) to this Lease shall not affect the construction thereof
(2) In this Deed the following expressions shall (where the context so admits)
have the following meanings:
(a) "the Particulars" means the details and descriptions appearing in
---------------
the foregoing pages which comprise part of this Lease and the words and
expressions in Column 1 of the Particulars shall (subject as hereinafter
provided) have the meanings respectively set against them in Column 2 or the
Particulars
(b) "the Landlord" means the person named as the Landlord in the
------------
Particulars and includes any other person for the time being entitled to the
reversion immediately expectant upon the determination of the Term
(c) "the Tenant" means the person named as the Tenant in the
----------
Particulars and includes the successors in title of the Tenant and those
deriving title under the Tenant
(d) "the Guarantor" means the person (if any) named as the Guarantor
-------------
in the Particulars or (as the case may require) any other person who shall for
the time being have covenanted for the due observance and performance of the
tenants covenants contained in this Lease
(e) "the Term" means the Term specified in the Particulars and
--------
includes any statutory extension thereof
(f) "the Demised Premises" means the Premises described in the
--------------------
Particulars and each and every part thereof and all additions and alterations
which may be carried out during the Term and all landlord's fixtures and
fittings from time to time in or about the same
(g) "the Rent" means the Initial Rent specified in the Particulars or
--------
such greater yearly rent as shall be agreed or determined in accordance with the
provisions of the Third Schedule hereto
(h) "the Insured Risks" means (subject as hereinafter provided in
-----------------
this Lease) the risks in respect of loss or damage by fire lightning storm
tempest flood explosion impact from vehicles aircraft and articles dropped
therefrom riot malicious damage civil commotion earthquake (fire and shock)
bursting or overflowing of water tanks apparatus or pipes and such other risks
as
2.
the Landlord may from time to time reasonably deem expedient
(i) "the Loss of Rent Period" means the Initial Loss of Rent Period
-----------------------
specified in the Particulars or such other period as the Landlord may from time
to time reasonably require (including in each case if applicable any period
subsequent to the termination of the Term)
(j) "the Parking Spaces" means the number of Parking Spaces (if any) on
------------------
the Estate as are specified in the Particulars as shall from time to time be
allocated for use by the Tenant by notice in writing given by the Landlord or
the Landlord's managing agents to the Tenant
(k) "Stipulated Rate" means the Stipulated Rate specified in the
---------------
Particulars or if at any time no rate shall be ascertainable under the formula
so specified the Stipulated Rate shall be such reasonably equivalent rate of
interest as the Landlord and the Tenant shall agree upon or in the absence of
agreement within a reasonable time of the occasion for such agreement arising
the matter shall be referred for determination by a single arbitrator pursuant
to the Arbitration Acts 1950 and 1979 to be appointed in the absence of
agreement between the Landlord and Tenant on the application of either of them
by the President for the time being of The Law Society
(k) "the Quarter Days" means the Quarter Days specified in the Particulars
----------------
and the expression "Quarter" shall be construed by reference thereto
(l) "Conduits" means pipes wires ducts cables channels sewers drains
--------
watercourses gutters shafts flues or other conducting media under through along
over or by means of which any gas electricity or other power source or any air
water soil telephonic signal and the like or other thing may pass
3.
(m) "Perpetuity Period" means the period of eighty years commencing on the
-----------------
date of this Lease which shall be the perpetuity period applicable hereto
(n) "the termination of the Term" means the determination of the Term
---------------------------
whether by effluxion of time re-entry or otherwise howsoever
DEMISE
------
2. IN consideration of the Rent and of the covenants on the part of the Tenant
hereinafter contained the Landlord HEREBY DEMISES unto the Tenant ALL THAT the
Demised Premises TOGETHER WITH so far as the Landlord has power to grant the
same the easements and rights specified in the First Schedule hereto BUT
EXCEPTING AND RESERVING the easements and rights specified in the Second
Schedule hereto TO HOLD the same SUBJECT to (a) all easements rights
quasi-easements privileges covenants and restrictions to which the Demised
Premises are or may be subject and (b) the provisions of the Relevant Documents
specified in the Particulars unto the Tenant for the Term (subject to
determination as hereinafter provided) YIELDING AND PAYING therefor during the
Term FIRST yearly and proportionately for any part of a year the Rent which
shall be payable by equal quarterly payments in advance on the Quarter Days the
first of such payments or a proportionate part thereof to be due on the date
specified in the Particulars and to be in respect of the period therein
mentioned SECONDLY by way of additional rent all sums covenanted to be paid
pursuant to Clause 3(5) hereof THIRDLY all sums covenanted to be paid pursuant
to Clause 3(6) hereof and FOURTHLY interest payable pursuant to Clause 3(2)
hereof on the Rent and additional rents hereby reserved
CONVENANTS BY THE TENANT
------------------------
3. THE Tenant HEREBY CONVENANTS with the Landlord as follows:
4.
To pay the Rent
---------------
(1) To pay the Rent at the times and in the manner herein provided without any
deduction or set off whatsoever
To pay interest
---------------
(2) Without prejudice to any other right remedy or power herein contained or
otherwise available to the Landlord if the Rent or any additional rents hereby
reserved or any part thereof or any other sums payable to the Landlord pursuant
to this Lease or any part thereof shall have become due and shall remain unpaid
as to the Rent or additional rents hereby reserved for seven days or as to the
said other sums for fourteen days after in each case the due date for payment to
pay to the Landlord on demand interest thereon at the Stipulated Rate (as well
after as before judgment) for the period from the date when the same shall have
become due (unless otherwise provided for herein) to the date of receipt by the
Landlord
To pay Value Added Tax
----------------------
(3) To pay to the Landlord such amount of Value Added Tax (or similar tax or
taxes) at the rate for the time being in force as shall be payable in respect of
all moneys covenanted to be paid by the Tenant hereunder and in every case where
in this Lease the Tenant covenants to pay an amount of money such amount shall
be regarded as exclusive of value Added Tax (or other tax or taxes) which may
from time to time be payable thereon
To pay outgoings
----------------
(4) To pay all rates taxes duties levies charges assessments impositions and
outgoings whatsoever whether parliamentary county municipal parochial local or
of any other description which are now or hereafter during the Term may be taxed
assessed charged or imposed in respect of the Demised Premises or the Parking
Spaces or on the owner or occupier in respect thereof (other than taxes
5.
payable in respect of any dealing with any reversion to this Lease) In the
event of there being no separate assessment for the Demised Premises or the
Parking Spaces the Tenant shall pay such proportion of such rates taxes duties
levies charges assessments impositions and outgoings as the Landlord or the
Landlord's managing agents shall determine as being reasonably attributable to
the same
To pay service charge
---------------------
(5) To pay to the Landlord by way of additional rent a charge in respect of
services ascertained as provided in the Fifth Schedule hereto and payable at the
times therein mentioned
As to insurance
---------------
(6) (a) To pay to the Landlord on demand by way of additional rent in
respect of each year during the Term:
(i) a sum (or in the event that the Demised Premises shall be insured
with other premises belonging to the Landlord a proportionate part of the total
sum such proportion being conclusively determined by the Landlord or the
Landlord's managing agents) equivalent to the amount from time to time assessed
by the Landlord's insurers as being payable by the Landlord by way of premium
for keeping the Demised Premises insured for an amount (estimated from time to
time by the Landlord or the Landlord's managing agents) necessary to cover the
full costs of rebuilding or reinstating the Demised Premises against loss or
damage by the Insured Risks together with architects' surveyors' engineers' and
other professional fees
(ii) a sum (or in the event that the loss of the Rent hereinafter
mentioned is not separately insured a proportionate part of the total sum such
proportion being conclusively determined by the Landlord or the Landlord's
managing agents) equivalent to the amount from time to time assessed by the
Landlord's
6.
insurers as being payable by the Landlord by way of premium for insuring the
loss of the Rent (including if applicable loss of rent subsequent to the
termination of the Term) for the Loss of Rent Period including the Landlord's or
the Landlord's managing agents' estimate thereof where a part of the period in
respect of which loss of rent insurance is or is to be effected by the Landlord
is subsequent to a date or dates when the Rent fails to be reviewed pursuant to
the provisions of the Third Schedule hereto or subsequent to the termination of
the Term and
(iii) any sum or sums by which the amount from time to time payable by
way of premium by the Landlord (or the lessees or tenants of the Landlord) in
respect of the insurance of any other part of the Estate or of any adjoining or
neighbouring premises is increased by reason of the user of the Demised Premises
or by reason of any act default or omission on the part of the Tenant or other
occupiers of the Demised Premises or their respective servants or agents
(b) To comply forthwith with all proper requirements of the Landlord's
insurers for the better protection of the Demised Premises of which notice in
writing shall be given to the Tenant whether the same relate to the Demised
Premises or to the use thereof or to any fixtures fittings equipment chattel or
thing whatsoever therein or thereon and to do or execute or cause to be done or
executed all such works acts deeds matters or things required by such notice to
the satisfaction of the Landlord and the Landlord's insurers
(c) Not to do or omit to be done any act matter or thing whatsoever the
doing or omission of which would make void or voidable the insurance of the
Demised Premises or any other premises on the Estate and any fixtures fittings
plant machinery equipment and other installations in or about the same or
whereby any
7.
payment thereunder may be refused in whole or in part or whereby the premium
payable in respect of such policy may be increased
(d) In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the Insured Risks to give notice thereof to the
Landlord as soon as such destruction or damage shall come to the notice of the
Tenant
(e) In the event of the Demised Premises or any other premises on the
Estate being destroyed or damaged by any of the Insured Risks and the insurance
money under any insurance against the same effected thereon by the Landlord
being wholly or partly irrecoverable by reason solely or in part of any act or
default of the Tenant or other occupiers of the Demised Premises or their
respective servants or agents forthwith to pay to the Landlord the whole or (as
the case may require) the irrecoverable portion of the cost (including
professional and other fees) of completely rebuilding and reinstating the same
(f) Not to effect or maintain or contribute towards the maintenance of any
insurance on or in respect of the Demised Premises in duplication of any
insurance effected and maintained by the Landlord PROVIDED ALWAYS that without
prejudice to the foregoing and any right of action or remedy in respect of any
breach thereof if at any time the Tenant is entitled to the benefit of any such
insurance on the Demised Premises to pay or procure to be paid to the Landlord
all moneys received by virtue of such insurance and to hold the benefit of such
policy and moneys payable thereunder in trust to be applied towards rebuilding
or reinstating the Demised Premises
To comply with statues
----------------------
7 (a) To comply with all obligations imposed by and do and execute or cause
to be done and executed all
8.
such works acts deeds matters and things as under or by virtue of any Act or
Acts of Parliament or legislation are or shall be properly directed or necessary
to be done or executed upon or in respect of the Demised Premises or any part
thereof or the use thereof whether by the owner the landlord tenant or occupier
and at all times to keep the Landlord indemnified against all costs claims
demands and liability in respect thereof
(b) Upon receipt of any notice order proposal requisition direction or
other thing from any competent authority affecting or likely to affect the
Demised Premises or the user thereof at the Tenant's own expense forthwith to
deliver to the Landlord a copy of such notice order requisition direction or
other thing And at the request of the Landlord to make or join with the
Landlord in making such representations in respect thereof as the Landlord shall
deem expedient
As to the Town & Country
Planning Acts 1971-1974
-----------------------
(8) In relation to the Town & Country Planning Acts 1971-1974
(a) not to do or omit to be done any act matter or thing on or in
connection with the Demised Premises the doing or omission of which shall be a
contravention of the said Acts and to indemnify the Landlord against all actions
proceedings damages penalties costs charges claims and demands in respect of
such acts and omissions or any of them and against the costs of any application
for planning permission and the works and things done in pursuance thereof
(b) to give notice forthwith to the Landlord of any notice order or
proposal for a notice or order served on the Tenant under the said Acts and if
so required by the Landlord to produce the same and at the request of the
Landlord to make or join in making such representations in respect thereof as
the Landlord may
9.
require
(c) to comply at the Tenant's own cost with any notice or order under
the said Acts
(d) not to make any application for planning permission in respect of
the Demised Premises or any part thereof and without prejudice to the foregoing
not to implement any planning permission or approval until the same has been
submitted to and approved by the Landlord Provided that approval to such
application or implementation shall not be unreasonably withheld for a change of
use or works which are otherwise authorised under this Lease
(e) unless the Landlord shall otherwise direct to carry out before
the termination of the Term any works stipulated to be carried out to the
Demised Premises whether before or subsequent thereto as a condition of any
planning permission which may have been granted during the Term
(f) not to enter into any agreement with any competent authority
regulating the development or use of the Demised Premises
As to repairs and decoration
----------------------------
(9) (a) At all times during the Term well and substantially to repair maintain
cleanse and amend in every respect and to keep so repaired maintained cleansed
and amended the Demised Premises and when requisite rebuild or renew the same
(b) Not less often than once in each Internal Decoration Year specified in
the Particulars during the Term and in the last year of the Term (howsoever
determined) to prepare and paint with two coats at least of the best quality
paint or otherwise treat all internal parts of the Demised Premises usually or
requiring to be painted or otherwise treated AND so that in the last year of the
Term (howsoever determined) the tints colours and patterns of all such works of
10.
internal painting and decoration shall be such as shall be approved in writing
by the Landlord
(c) Not less often than once in each External Decoration Year
specified in the Particulars during the Term and in the last year of the Term
(howsoever determined) to prepare and paint or otherwise treat all exterior
parts of the Demised Premises usually or requiring to be painted or otherwise
treated with two coats at least of best quality undercoat paint and one coat of
best quality gloss paint or other suitable material (all such painting and
treating to be carried out in accordance with a specification and colour scheme
previously approved in writing by the Landlord) and also in like manner as often
as in the opinion of the Landlord shall be reasonably necessary to clean the
exterior of the Demised Premises by such method as shall be previously approved
by the Landlord in writing
(d) To carry out all work hereunder with the best materials of their
several kinds and in accordance with the best standards of workmanship
(e) To inform the Landlord immediately in writing of any defect in
the Demised Premises which might give rise to a duty imposed by Common Law or
Statute on the Landlord in favour of the Tenant or any other person
(f) To yield up the Demised Premises at the termination of the Term
in good and substantial repair and condition in accordance with covenants on the
Tenant's part herein contained and in case any of the Landlord's fixtures and
fittings shall be missing broken damaged or destroyed forthwith to replace them
with others of a similar character and quality and remove every moulding sign
writing or painting of the name or business of the Tenant or other occupiers (if
any) and to make good all damage caused by the removal thereof and of the
Tenant's fixtures fittings furniture and
11.
effects
(g) Provided Always that the Tenant's liability hereunder shall not extend
to damage caused by any of the Insured Risks save to the extent that the
insurance moneys are rendered irrecoverable in consequence of any act or default
or omission of the Tenant or other occupiers of the Demised Premises or their
respective servants or agents or save by reason of some limitation or condition
of the kind hereinafter mentioned
As to alterations
-----------------
(10) (a) Not to make any alteration or addition whatsoever to the Demised
Premises Provided that the Tenant shall be entitled with the previous written
consent of the Landlord which shall not be unreasonably withheld (but which may
be subject to such reasonable conditions as the Landlord shall specify) to
carry out internal non-structural alterations to the building comprised in the
Demised Premises
(b) Without prejudice to the foregoing sub-clause by the termination of
the Term (unless the Landlord otherwise requires) to remove all alterations and
additions whatsoever (or such of them as the Landlord shall stipulate) and to
reinstate the Demised Premises to their condition prior to the execution thereof
all such work to be carried out in a good and workmanlike manner to the
satisfaction of the Landlord
As to signs and advertisements
------------------------------
(11) Not to paint write place affix attach or exhibit any figure letter pole
flag signboard advertisement inscription bill placard or sign whatsoever in onto
or in front of any part of the Demised Premises other than a sign on the
exterior of the building comprised in the Demised Premises in such position and
being of such materials size design and colour as the Landlord or the Landlord's
managing agents shall in the Landlord's
12.
absolute discretion direct
As to user
----------
(12) (a) Not to use the Demised Premises otherwise than for the Permitted Use
specified in the Particulars
(b) Not to use the Parking Spaces otherwise than for the parking of
vehicles of the type specified in the Particulars belonging to the person for
the time being entitled to beneficial occupation of the Demised Premises its
employees or visitors
(c) Not to carry on upon the Demised Premises any noisy noisome or
offensive trade business or occupation nor to do any act or thing which is or
may be or become a nuisance annoyance disturbance or damage to the Landlord or
the occupiers of any adjoining or neighbouring premises of the Landlord or which
in the reasonable opinion of the Landlord shall prejudicially affect or
depreciate any such adjoining or neighbouring premises and not to use the
Demised Premises at any time for any illegal or immoral purpose nor for a sale
by auction nor to permit any person to sleep therein
As to dealings
--------------
(13) (a) In this sub-clause the expression "sub-lease" means a sub-lease
whether immediately or mediately derived out of this Lease and "sub-let" or
"sub-letting" or "sub-lessor" or sub-lessee" shall be construed accordingly
(b) There shall not at any time be any assignment transfer sub-letting
parting with or sharing of possession or occupation of the whole or of any part
of the Demised Premises (whether by the Tenant or any person deriving title
through or under the Tenant) PROVIDED THAT:
(i) if all the covenants and provisions hereinafter contained in this
sub-clause are complied with the following transactions will be permitted with
the previous consent in writing of the
13.
Landlord which shall not be unresonably withheld:
(I) an assignment of the whole of the Demised Premises
(II) a sub-lease of the whole of the Demised Premises or an
assignment thereof
(ii) the Tenant or any permitted sub-lessee shall be entitled to share
occupation of the Demised Premises with other companies within the same group
(within the meaning assigned thereto by Section 42(1) of the Landlord and Tenant
Act 1954) as the Tenant or the permitted sub-lessee PROVIDED THAT
(I) no tenancy is thereby created
(II) the Tenant shall give to the Landlord not less than one
month's prior written notice of such proposed occupation and the cessation
thereof and
(III) any such occupation of the Demised Premises or any part
thereof shall cease upon the company in occupation ceasing to be a member
of the same group of companies as the Tenant or the permitted sub-lessee as
the case may be whereupon such company shall forthwith vacate the Demised
Premises or such part thereof of which it is in occupation
(c) Prior to the assignment of the whole of the Demised Premises or the
assignment of a sub-lease thereof the intended assignee shall covenant with the
Landlord during the residue of the Term to observe and perform all the covenants
on the part of the Tenant (except as to the Rent and sums payable hereunder in
respect of insurance and services in the case of an assignment of a sub-lease of
the Demised Premises) and the conditions contained in this Lease
(d) (i) If an intended assignee of the whole of the Demised Premises
shall be a limited
14.
liability company then if the Landlord shall reasonably require there shall be
provided a guarantor or guarantors sufficient in the reasonable opinion of the
Landlord for such company and
(ii) such guarantor or guarantors shall prior to such assignment
but with effect therefrom (jointly and severally if more than one) enter into
covenants with the Landlord in the form set out in Part I of the Sixth Schedule
hereto but subject as mentioned in Part 2 of that Schedule
(e) No sub-lease shall be granted otherwise than at the best rent
reasonably obtainable in the open market (exclusive of all outgoings) with the
most frequent rent reviews (but not at less frequent intervals than and in
similar form to the rent reviews under this Lease) reasonably obtainable in the
open market and without taking any fine or premium
(f) There shall not be any sub-lease unless:
(i) the intended sub-lessee shall have covenanted with the
intended sub-lessor and the Landlord hereunder respectively as follows:
(I) not to assign transfer sub-let or part with or share
possession or occupation of the Demised Premises in any manner which is
inconsistent with the provisions of this sub-clause and then only with the
previous consent in writing of the Landlord which shall not be unreasonably
withheld
(II) to observe and perform the covenants on the part of the
Tenant contained in this Lease (other than as to the Rent and sums payable
hereunder in respect of insurance and services) so far as the same are not
inconsistent with any other provision of this sub-clause
(ii) the form of the sub-lease shall have been previously
approved in writing by the Landlord
15.
Which shall not be unreasonably withheld
(g) Not to be party or privy to any agreement or arrangement for the
commutation in whole or in part of any annual rent to be reserved and made
payable on any sub-letting and no rent reserved by a aub-lease shall be payable
more than one quarter in advance
(h) To notify the Landlord not less than one month nor more than three
months prior to any agreement by the Tenant with a sub-lessee for the
continuation of the rent payable by such sub-lessee for a further period
or for an alteration in such rent
(i) Not to make any variation to any sub-lease without the previous
consent in writing of the Landlord which shall not be unreasonably withheld
(j) To observe and perform all the obligations imposed on the Tenant as
sub-lessor under any sub-lease and to ensure the due performance by any
sub-lessee of all the obligations under any sub-lease
(k) From time to time on demand during the Term to furnish the Landlord
with particulars of any derivative interest of or in the Demised Premises
including particulars of the rents payable in respect thereof and such copy
documents as the Landlord may require in respect thereof
(l) Within twenty-eight days after any assignment transfer sub-lease
charge or other devolution of the title to the Demised Premises to give notice
in writing with particulars to the solicitor for the time being of the Landlord
and to produce to him with such notice such assignment or transfer or the
counterpart of such sub-lease or the Probate or Letters of Administration or
other document effecting such devolution (together with a copy thereof for his
retention) and to pay to him his reasonable fee (not being less than fifteen
pounds (pounds 15)) for the registration of each such deed or document
16.
New Guarantor
-------------
(14) With fourteen days of the death during the Term of any person who has or
shall have guaranteed to the Landlord the payment of the Rent and the observance
and performance of the covenants on the part of the Tenant herein contained or
of such person becoming bankrupt or having a Receiving Order made against him or
being a company passing a resolution to wind up or entering into liquidation or
suffering a receiver of any of its assets to be appointed then to give notice
thereof to the Landlord and without perjudice to any other right or remedy of
the Landlord if so required by the Landlord at the expense of the Tenant within
twenty-eight days to procure that some other person acceptable to the Landlord
shall enter into covenants with the Landlord in the form set out in Part 1 of
the Sixth Schedule hereto but subject as mentioned in Part 2 of that Schedule
To permit entry by the
Landlord and others
----------------------
(15) (a) To permit the Landlord and all persons authorised by the Landlord
with all necessary appliances at all reasonable times (but after at least
twenty-four hours prior written notice except in emergency) to enter the Demised
Premises for the purpose of viewing the state and condition thereof or of
inspecting any works in progress and in case there shall be found any defects
disrepair removal of fixtures or unauthorised alterations or additions or work
not conforming with any consent or licence given by the Landlord or any other
breach of any of the covenants on the part of the Tenant herein contained to
carry out after receipt notice in writing in that behalf and within such
reasonable period as shall be specified in such notice such repairs works
replacements or removals or take such other steps as may be necessary to remedy
any such breach to the satisfaction of the Landlord and in case of default the
17.
Landlord may itself execute such repairs works replacements and removals or take
such other steps as aforesaid and the costs (including professional fees and
other expenses) incurred by the Landlord in so doing shall on demand be paid by
the Tenant to the Landlord together with interest at the Stipulated Rate (as
well after as before judgment) calculated from the date of expenditure by the
Landlord to the date of receipt by the Landlord
(b) To permit the Landlord and all persons authorised by the Landlord
from time to time at all reasonable times (but after at least twenty-four hours
prior written notice except in emergency) to enter and remain upon the Demised
Premises with all necessary appliances
(i) to execute work to any adjoining or neighbouring
property of the Landlord
(ii) to construct alter maintain repair renew or fix any
thing serving or intended to serve the Demised Premises or any adjoining or
neighbouring property and running through or intended to run through
under on or over the Demised Premises
(iii) for the purpose of taking inventories of the
Landlord's fixtures and things to be yielded up at the termination of the Term
(iv) to inspect the progress of any works undertaken by the
Tenant pursuant to any obligation under this Lease or any licence or consent
given pursuant to the terms hereof or otherwise and/or to prepare any Schedule
of works specifications or estimates required by the Landlord prior to or in
contemplation of the exercise by the Landlord of any rights of entry of the
Landlord in case of the Tenant's default the persons entering causing as little
disturbance to the Tenant as reasonably possible and forthwith making
18.
good any damage caused to the Demised Premises
(c) To permit the Landlord and all others authorised by the
Landlord at all times to enter and remain upon or pass through the Demised
premises for the purpose of carrying out or in connection with the Services
and other matters mentioned in the Fifth Schedule hereto or for the purpose of
complying with any covenant on the part of the Landlord herein contained
(d) (i) To permit the Landlord during the twelve months
immediately preceding the termination of the Term to affix and retain without
interference to any part of the exterior of the Demised Premises (but so as not
unduly to obscure the windows thereof or interfere with the Tenant's use
thereof) a notice for re-letting the same and during the said twelve months to
permits persons with written authority from the Landlord or the Landlord's
agents at reasonable times of the day to view the demised premises
(ii) At all convenient hours in the daytime to permit all
prospective purchasers of or dealers in the Landlord's reversionary interest by
order in writing of the Landlord or the Landlord's agents to view the Demised
Premises without interruption subject to at least twenty-four hours written
notice being given
As to the payment of certain
costs and as to indemnities
---------------------------
(16) (a) To pay all costs fees expenses and commission (including
bailiff's commission) incurred by the Landlord incidental to or in connection
with any of the following:
(i) the preparation and service of any notice under Section
146 of the Law of Property Act 1925 or incurred in or in contemplation of
proceedings under Section 146 or 147 of that Act notwithstanding in any such
case that forfeiture may be avoided otherwise than by relief granted by the
court
19.
(ii) the preparation and service of any notice or schedule relating
to dilapidations whether the same is served before or after the termination of
the Term
(iii) the enforcement of any of the Tenant's covenants and
conditions herein contained whether during the currency of or after the
termination of the Term
(iv) any application for a licence or consent required hereunder
from the Landlord whether or not such licence or consent shall be forthcoming
(b) To pay and make good to the Landlord all and every loss and damage
whatsoever incurred or sustained by the Landlord as a consequence of any breach
or non-observance of the Tenant's covenants herein contained and to indemnify
the Landlord from and against all actions claims liability costs and expenses
thereby arising
(c) To indemnify and keep indemnified the Landlord from liability in
respect of any injury to or the death of any person damage to any property
movable or immovable the infringement disturbance or destruction of any right
easement or privilege or otherwise by reason of or arising directly or
indirectly out of the repair or state of repair (which is the Tenant's
responsibility hereunder) of the Demised Premises and all claims and demands of
whatsoever nature in respect of any such liability
(d) To be responsible for and to indemnify the Landlord against all
damage occasioned to the Demised Premises or any part of the Estate caused by
any act default or negligence of the Tenant or the servants agents licensees or
invitees of the Tenant
(e) To indemnify the Landlord against any taxes charges or other
assessments payable in respect of any change of use or works (as the case may
be)
20.
permitted by or by reason of this Lease or by reason of any licence granted to
the Tenant or by reason of the obtaining of any consents required to be obtained
under the terms of any such licence
(f) To pay the proper costs of the Landlord's Solicitor and necessary
disbursements in connection with the grant of this Lease and the stamp duty on
the counterpart thereof
To comply with further stipulations restrictions and requlations
----------------------------------------------------------------
(17) (a) To comply at all times with the stipulations and restrictions set out
in the Fourth Schedule hereto
(b) To comply with such reasonable regulations as the Landlord or the
Landlord's managing agents shall from time to time make for the general
convenience of the tenants and occupiers of the Estate and the good management
thereof.
To comply with the provisions of the Relevent Documents
-------------------------------------------------------
(18) To observe and perform the provisions of the Relevant Documents insofar as
the same affect the Demised Premises and to indemnify the Landlord against all
actions proceedings costs claims and demands in respect thereof
COVENANTS BY THE LANDLORD
-------------------------
4. THE Landlord HEREBY COVENANTS with the Tenant as follows:
For quiet enjoyment
-------------------
(1) That the Tenant paying the Rent and observing and performing the several
covenants and stipulations herein on the Tenant's part contained shall
peaceably hold and enjoy the Demised Premises during the Term without any lawful
interruption by the Landlord or any person rightfully claiming under or in trust
for the Landlord
21.
To provide certain services
---------------------------
(2) Subject as hereinafter provided and subject always to the due payment of
the Rent and all other moneys payable hereunder to keep in good repair cleansed
and adequately lit the common roads and accessways and common Conduits on the
Estate and the Parking spaces
To insure
---------
(3) Subject to the due payment of the Rent and all other moneys payable
hereunder at all times to keep the Demised Premises insured (or procure that the
same are kept insured) with reputable insurers in the full costs of
reinstatement against loss or damage by the Iinsured Risks together with
architects' surveyors' engineers' and other professional fees and also the loss
of the Rent for the loss of Rent period and upon request to supply to the Tenant
sufficient particulars of such insurance and evidence that the policy is on foot
To make good damage
caused by insured Risks
-----------------------
(4) In the event of the Demised Premises being destroyed or damaged by any of
the Insured Risks and subject to the previous compliance by the Tenant with the
covenants of the Tenant as to insurance hereinbefore contained and provided that
the Landlord's insurance has not been vitiated or payment thereunder refused
in whole or part as a result of any act default or omission on the part of the
Tenant or other occupiers of the Demised Premises or their respective servants
or agents with all due diligence to use the Landlord's best endeauovrs to
procure that any necessary building licence and permits under any regulations or
enactment for the time being in force are obtained to enable the Landlord to
rebuild and reinstate the Demised Premises and as soon as such licences and
permits have been obtained and provided the same remain unrevoked and subject to
all necessary labour and materials being available to pay out (or
22.
procure such payment out) of all moneys received in respect of such insurance
(other than for architects' surveyors' and other professional fees and loss of
rent) in rebuilding reinstating replacing and making good the Demised Premises
And in case the insurance moneys shall be insufficient for that purpose the
Landlord shall make up the deficiency out of the Landlord's own moneys
PROVISOS
--------
5. PROVIDED ALWAYS AND IT IS HEREBY AGREED that
Re-entry
--------
(1) (a) if the Rent or the moneys secondly thirdly or fourthly hereby
reserved or any part thereof or any other sum payable by the Tenant pursuant to
any provision contained in this Lease or any part thereof shall at any time be
in arrear and unpaid for twenty-one days after the same shall have become due
(whether or not any formal or legal demand therefor shall have been made) or
(b) if the Tenant or the Guarantor shall at any time fail to perform
or observe any of the covenants conditions or agreements herein contained and on
the part of the Tenant or the Guarantor to be performed and observed or
(c) if the Tenant or the Guarantor (being a company) shall enter into
liquidation whether compulsory or voluntary (not being a voluntary liquidation
for the purposes of amalgamation or reconstruction) or permit or suffer a
receiver of any of the assets of the Tenant or the Guarantor to be appointed or
permit or suffer any execution to be levied on the Demised Premises or enter
into any arrangement or composition for the benefit of the creditors of the
Tenant or the Guarantor or
(d) if the Tenant or the Guarantor (not being a company) shall
become bankrupt or have a receiving order made against the Tenant or the
Guarantor
23.
THEN it shall be lawful for the Landlord or any persons duly authorised by the
Landlord to re-enter upon the Demised Premises or any part thereof in the name
of the whole and peaceably to hold and enjoy the same thenceforth as it this
Lease had not been made without prejudice to any right of action or remedy of
the Landlord in respect of any antecedent breach of any of the Tenant's
covenants
Cesser of Rent
--------------
(2) In the event of the Demised Premises or any part thereof at any time during
the Term being damaged or destroyed by any of the Insured Risks so as to be
rendered unfit for use then (unless the policy moneys become irrecoverable in
whole or in part through any act default or omission of the Tenant or other
occupiers of the Demised Premises or their respective servants or agents and
subject as hereinafter provided in this Clause) the Rent or a fair proportion
thereof according to the nature and extent of the damage sustained shall be
suspended until the Demised Premises shall again be fit for use or the end of
the Loss of Rent Period (whichever shall first occur) and any dispute concerning
this sub-clause shall be determined by a single arbitrator in accordance with
the Arbitration Acts 1950 and 1979 to be appointed (in the absence of
agreement) upon the application of either the Landlord or the Tenant by the
President for the time being of the Royal Institution of Chartered Surveyors
Demise not to confer rights to enforce convenants
against others or to grant further rights
-------------------------------------------------
(3) Nothing herein contained shall confer on the Tenant any right to the
benefit of or to enforce any covenant or agreement contained in any lease or any
other instrument relating to any other part or parts of the Estate or to any
other premises belonging to the
24.
Landlord or limit or affect the right of the Landlord to deal with the same now
or at any time hereafter in any manner which may be thought fit and the demise
hereby made shall not be deemed to include and shall not operate to convey or
demise any ways conduits lights liberties privileges easements rights or
advantages whatsoever in through over or upon any land adjoining or near to the
Demised Premises except as herein expressly provided
Limitation of Landlord's liability
for provision of Services
----------------------------------
(4) Notwithstanding anything in any provision contained in this Lease the
Landlord shall not be liable to the Tenant nor shall the Tenant have any claim
against the Landlord in respect of any interruption in any of the Services
mentioned in the Fifth Schedule hereto which shall from time to time be supplied
by reason of any necessary repair or maintenance of any installations or
apparatus or damage thereto or destruction thereof by fire water Act of God or
by reason of electrical mechanical or other defect or breakdown or frost or
other inclement conditions or shortage of fuel materials water or labour or
whole or partial failure or stoppage of any mains supply or by reason of other
circumstances of whatsoever nature beyond the control of the Landlord
No warranty as to
the Permitted Use
-----------------
(5) Nothing herein contained or implied nor any statement or representation
made by or on behalf of the Landlord shall be taken to be a covenant warranty or
representation that the Demised Premises can lawfully be used for the Permitted
Use
25.
Limitation on the Landlord's obligation to insure
-------------------------------------------------
(6) The Landlord shall be deemed to comply with the LandLord's obligations as
to insurance under this Lease notwithstanding that the insurance for the time
being maintained by the Landlord is subject to conditions or limitations which
the Landlord considers it reasonable to accept and without prejudice to the
foregoing nothing in this Lease shall require the Landlord at any time to insure
against loss or damage or destruction from any cause for which United Kingdom
insurance offices of repute generally are not for the time being prepared to
grant insurance
Service of notices
------------------
(7) Section 196 of the Law of Property Act 1925 as amended by the Recorded
Delivery Service Act 1962 shall apply to all notices demands requests or other
communications given or made pursuant to this Lease and in addition any such
notice demand request or other communication may be delivered to any party
hereunder which is for the time being a company or corporation at its registered
office If the Tenant or the Guarantor shall comprise more than one person the
service of any such notice demand request or other communication on any one of
such persons shall constitute good service on all of them
Party walls
-----------
(8) Such of the walls of the Demised Premises as divide the Demised Premises
from other premises of the Landlord shall be deemed to be party walls severed
medially and shall be included in the Demised Premises as far only as the medial
plane thereof
As to arbitration in certain events
-----------------------------------
(9) Where in this Lease provision is made for the appointment of some person to
act as an expert or arbitrator to determine a matter of difference between
26.
the Landlord and the Tenant and such provision proves ineffective to secure such
appointment then the difference in question shall if the Landlord so requires be
settled by a single arbitrator under the Arbitration Acts 1950 and 1979
Exclusion of compensation
-------------------------
(10) Except where any Act of Parliament prohibits or modifies the right to
compensation being excluded or reduced by agreement neither the Tenant nor any
sub-lessee (whether immediate or derivative) shall be entitled on quitting the
Demised Premises or any part thereof to claim any compensation from the Landlord
Impossibility of performance of certain covenants
-------------------------------------------------
(11) Nothing herein shall render the Landlord or the Tenant liable in respect of
any of the covenants conditions or provisions hereinbefore contained insofar
only as the performance and observance of such covenants conditions or
provisions or any one or more of them shall hereafter become impossible or
illegal under or by virtue or the provisions of the Town and Country Planning
Acts 1971 to 1974 but subject as aforesaid the Term and the Rent and other
moneys payable to the Landlord hereunder shall not be determined or cease to be
payable by reason only of any change modification or restriction of the use of
the Demised Premises or obligations or requirements hereafter to be made or
imposed under or by virtue of the said Acts
GUARANTEE
---------
6. WHERE a person is named in the Particulars as the Guarantor in
consideration of the Landlord at the request of the Guarantor entering into this
Lease the Guarantor covenants with the Landlord in the manner set out in Part 1
of the Sixth Schedule hereto
IN WITNESS whereof the parties hereto have executed this Lease the day and
year first before written
27.
THE FIRST SCHEDULE above referred to
------------------------------------
Rights granted
1. A right of way (in common with the Landlord and all others authorised by
the Landlord from time to time or otherwise having the like right) for the
Tenant and all others authorised by the Tenant to pass to and from the Demised
Premises with or without vehicles over and along the service road or roads and
accessways situate upon the Estate from time to time allocated by the Landlord
for use by the Tenant
2. The right (in common as aforesaid) of passage of gas electricity water
drainage air smoke or other effluvia from and to the Demised Premises through
the Conduits now or hereafter during the Perpetuity Period running through
under or over other parts of the Estate and serving the Demised Premises
3. Full and free right and liberty for the Tenant and all others authorised by
the Tenant upon reasonable prior written notice to the Landlord and the relevant
occupier to enter upon such part of the Estate as may be reasonably necessary
for the purpose of repairing or maintaining the Demised Premises the Tenant in
the exercise of such right doing as little damage as possible to such part of
the Estate and forthwith making good any such damage to the reasonable
satisfaction of the Landlord
4. The right to park vehicles of the type specified in the particulars on the
Parking Spaces
5. The right of support from any adjacent building on the Estate
THE SECOND SCHEDULE about referred to
-------------------------------------
Exceptions and Reservation
EXCEPT AND RESERVED unto the Landlord and all other persons at any time
authorised by the Landlord or otherwise entitled thereto
28.
1. Full right and liberty at all times without obtaining any consent from or
making any compensation to the Tenant to build upon any land now or hereafter
during the Perpetuity Period belonging to the Landlord (adjoining or near to the
Demised Premises) or otherwise deal with or use such land as the Landlord or
such other persons may think fit notwithstanding that the access of light and
air to the Demised Premises may be affected
2. Full and free right
(1) of running of water soil gas electricity the flow of air and the
passage of smoke or other effluvia from and to any other parts of the Estate and
the buildings which now are or may hereafter during the Perpetuity Period be
erected thereon through the Conduits which now are or may hereafter at any time
during the Perpetuity Period be upon in over or under the Demised Premises
(2) during the Perpetuity Period to build additional or relay any Conduits
upon in over through or under the Demised Premises in connection with any
adjoining or neighbouring property now or hereafter during the Perpetuity Period
belonging to the Landlord and to enter upon the Demised Premises for that
purpose subject to making good all damage to the Demised Premises caused thereby
(3) to make connections with any Conduits which now are or may hereafter
during the Perpetuity Period be upon in over or under the Demised Premises and
to enter upon the Demised Premises for that purpose and subject to making good
damage to the Demised Premises as aforesaid
3. Full right and liberty to enter upon the Demised Premises at any time
during the Term (but after at least twenty-four hours prior notice to the Tenant
except in case of emergency) in order to build on or into any party or boundary
wall of the Demised Premises the
29.
persons exercising such rights making good all damage to the Demised Premises
caused thereby
4. The right to restrict temporarily the exercise of the rights mentioned in
paragraphs 1, 2 and 4 of the First Schedule in connection with the provision or
carrying out of any of the matters mentioned in the Fifth Schedule hereto but in
such manner as to cause as little disturbance as practicable to the Tenant
5. Rights of support for any adjacent buildings on the Estate from the Demised
Premises
THE THIRD SCHEDULE above referred to
------------------------------------
Rent Review Provisions
1. In this Schedule the following expressions shall have the meanings
hereinafter respectively assigned to them that is to say:
(1) "Relevant Review Date" means that one of the Review Dates specified in
--------------------
the Particulars in respect of which Rental Value (as hereinafter defined) falls
to be agreed to determined hereunder
(2) "Rent Period" means the period from and including the commencement
-----------
date of the Term or a Review Date (as the case may be) until the expiration of
the day before the first Review Date thereafter or until the end of the Term
(as the case may be)
(3) "Rental Value" means the best yearly rent at which the Demised
------------
Premises together with the rights granted by this Lease could reasonably be let
in the open market at a Relevant Review Date by a willing landlord to a willing
tenant and disregarding and making no allowance for the value of any rent free
period or the amount of any reverse premium or concession or discount as to rent
which such landlord and tenant might reasonably agree as a term of the grant and
acceptance of a tenancy
(a) UPON the following assumptions at that date:
30.
(i) that the Demised Premises are fit for immediate occupation
and use and that no work has been carried out thereon by the Tenant or the
Tenant's prodecessors in title during or prior to the Term which has deminished
the Rental Value of the Demised Premises and that in case the Demised
Premises have been destroyed or damaged they have been fully restored
(ii) that the Demised Premises are available to let as a whole
without a premium but with vacant possession and subject to the provisions of
this Lease (other than the amount of the Rent but including the provisions for
rent review herein contained) for a term equal to the length of the Term
(iii) that the covenants herein contained have been fully
performed and observed
(iv) that all necessary permissions approvals licences and
consents for the Permitted Use have been obtained and that any condition or
provision contained in any planning permission (now or hereafter granted)
restricting at any time the occupation of the Demised Premises to any person or
class or type of person or precluding occupation by any person or class or type
of persons did not exist
(b) BUT disregarding:
(i) any effect on Rental Value of the fact that the Tenant or
the Tenant's predecessors in title have been in occupation of the Demised
Premises
(ii) any effect on Rental Value of any goodwill attached to the
Demised Premises by reason of the carrying on thereat of the business of the
Tenant or the Tenant's predecessors in title in their respective business
31.
(iii) any increase in Rental Value of the Demised Premises
attributable to any tenant's fixtures or fittings installed in the Demised
Premises by the Tenant or the Tenant's predecessors in title or to the
existence at a Relevant Review Date of any improvement or alteration to the
Demised Premises carried out with the Landlord's consent otherwise than in
pursuance of an obligation to the Landlord or the Landlord's predecessors
in title by the Tenant or the Tenant's predecessors in title during the
Term or during any period of occupation prior thereto arising out of any
agreement to grant the Term AND the improvement or alteration was completed
not more than twenty-one years before the Relevant Review Date
(iv) any effect on rent of any obligation to reinstate the
Demised Premises to its condition prior to the execution of alterations or
improvements whether under this Lease or any document supplemental thereto
hereinafter entered into
2. Within three months before or as soon as may be after each Review Date the
Rental Value at such date shall be agreed between the Landlord and the Tenant or
(failing such agreement) determined as hereinafter provided and the yearly rent
first reserved and payable commencing on such Review Date or the yearly rent
(first reserved) last payable during the immediately preceding Rent Period
whichever shall be the greater
3. For the purpose of calculating the amount of rent provided for under this
Schedule Rental Value at a Relevant Review Date shall be the amount agreed
between
32.
the Landlord and the Tenant and in case no such agreement shall be made by the
Relevant Review Date (for any reason whatever and whether or not any steps shall
have been taken to reach agreement) either the Landlord or the Tenant may at any
time thereafter by written notice to the other require that the matter be
referred to the determination of an independent surveyor such surveyor to be
agreed upon between the Landlord and the Tenant or failing agreement to be
chosen at the request of either the Landlord or the Tenant by the President or a
Vice-President for the time being of the Royal Institution of Chartered
Surveyors and the reference to the said surveyor shall subject as hereinafter
provided be deemed to be a submission to arbitration and so subject to the
provisions of the Arbitration Acts 1950 and 1979
PROVIDED that
(1) Within fourteen days of either the Landlord or the Tenant requiring
such reference by service of notice as aforesaid the Landlord may require that
the said surveyor shall act in the reference as an expert and not as an
arbitrator and in such case the said surveyor shall consider any representations
submitted to him but shall not thereby be precluded from determining the
reference in accordance with his own judgment and
(2) if for any reason the said surveyor (acting as an expert) shall not
have determined the Rental Value within three months next following his
appointment then either the Landlord or the Tenant may apply to the said
President or Vice-President for the appointment of a substitute expert and such
procedure to secure the reference of the matter to an expert shall be repeated
as many times as may be necessary to secure the determination of Rental Value
hereunder and
(3) the fees of the said surveyor acting as an expert and the costs of his
appointment shall be shared
33.
between the Landlord and the Tenant in such proportions as the said surveyor
shall determine
4. As soon as the amount of rent payable from a Relevant Review Date has been
agreed or determined a Memorandum in duplicate specifying the particulars of
such agreement or determination shall be signed by or on behalf of the Landlord
and the Tenant and one part shall be attached to this Lease and the other to the
counterpart thereof
5. Pending the said agreement or determination of rent payable from a Relevant
Review Date the Tenant shall pay rent at the yearly rate last payable
immediately before the Relevant Review Date on every due date for payment until
the amount of the said rent for the relevant Rent Period (hereinafter called
"rent at the revised rate") shall have been so agreed or determined and within
seven days after such agreement or determination the Tenant shall pay to the
Landlord by way of rent such a sum as (with the rent already paid in respect of
the period to which such agreement or determination relates down to the Quarter
Day immediately following such agreement or determination) shall be equal to
rent at the revised rate for such period down to such Quarter Day and in
addition the Tenant shall pay to the Landlord interest on such sum at the rate
of Two pounds per centum (pounds 2%) per annum below the Stipulated Rate
calculated on a daily basis from the Relevant Review Date (but in relation to
any part of such sum (relating to any period after the Quarter Day immediately
following the Relevant Review Date) which had the rent at the revised rate been
ascertained on the Relevant Review Date would have become payable to the
Landlord on a Quarter Day subsequent to the Relevant Review Date then such
interest shall be calculated only from such Quarter Day) down to the date of
payment (as well after as before judgment)
34.
6. If at a Relevant Review Date the Landlord shall be restricted or prevented
by any legislation relative to the control of rents from obtaining the full
amount of the rent which would otherwise be payable hereunder or from obtaining
any increase in the rent hereunder or by reason of such legislation the
provisions hereinbefore contained shall not operate than the foregoing
provisions of this Schedule shall have effect so far as permitted by law but in
addition the Landlord shall be entitled on giving to the Tenant not less than
three months notice in writing at any time after the Relevant Review Date to
introduce an intermediate review date (hereinafter called "the Intermediate
Review Date") which shall be the date of the expiration of such notice and the
rent payable hereunder from an Intermediate Review Date until the expiration of
the then current Rent Period (or such later date as the rent should be reviewed
hereunder as the case may be) shall be determined and the provisions of this
Schedule shall apply (mutatis mutandis) as though the Intermediate Review Date
was the date of commencement of a Rent Period and shall constitute a Relevant
Review Date for the purposes of this Schedule
7. Time shall not be of the essence in the operation of this Schedule
THE FOURTH SCHEDULE above referred to
-------------------------------------
Stipulations and Restrictions
1. Not to obstruct the service roads and accessways situate upon the Estate or
park any vehicles thereon
2. Not to permit any vehicle to remain for an unreasonable time nor any goods
materials or other things to be loaded unloaded or deposited outside the Demised
Premises in such manner as to cause obstruction or annoyance to the Landlord or
to the tenants or occupiers of any other premises on the Estate
35.
3. Not to install any heating apparatus of any description in the Demised
Premises unless the same shall first be approved by the Landlord
4. Not to do anything which may put any weight or impose strain on the Demised
Premises in excess of that which the same are calculated to bear with due margin
for safety
5. Not to allow to pass into the Conduits serving the Demised Premises any
noxious or deleterious effluent or other substance which may cause an
obstruction in or injure the same and in the event of any such obstruction or
injury if required by the Landlord at the Tenant's cost forthwith to remove
such obstruction and to make good all damage to the satisfaction of the Landlord
and not to discharge any trade waste into the Conduits nor discharge anything
but storm water and surface water into the surface water drains of the Demised
Premises
6. Not to obstruct any of the windows lights or ventilators belonging to the
Demised Premises nor 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 permit any new window
light ventilator passage drainage or other encroachment or easement to be made
in to or acquired against or over the Demised Premises or any part thereof and
in case any encroachment or easement whatsoever shall be alleged or attempted to
be made or acquired by any person or persons whomsoever to give notice thereof
in writing to the Landlord immediately the same shall come to the notice of the
Tenant and at the cost of the Tenant to do all such things as may be proper for
preventing any encroachment or easement being made or acquired
7. To provide and to maintain or cause to be provided and maintained in good
working order adequate fire fighting and prevention equipment within the Demised
36.
Premises
8. Not to use the Demised Premises for the storage deposit or display of goods
materials or things of a dangerous inflammable or explosive nature or liable to
spontaneous combustion or the keeping storage or possession of which may
contravene any legislation or any requirement of the Landlord's insurers
9. Not to store any materials or goods outside the building or buildings
comprised in the Demised Premises
10. Not to burn rubbish or waste materials paper wood and other combustible
matter on the Demised Premises except within boilers or incinerators provided
for the purpose and approved by the Landlord or the Landlord's managing agents
11. Not to emit any smoke fumes or smells from the Demised Premises so as to
cause in the opinion of the Landlord or the Landlord's managing agents annoyance
or interference with the proper enjoyment of other tenants of the Estate or
premises adjoining or near thereto
12. To secure all buildings comprised in the Demised Premises by locking all
windows and doors therein outside working hours
13. To provide facilities within the curtilage of the Demised Premises for the
keeping of refuse in proper receptacles readily accessible for collection
14. To keep the interior and exterior of the windows of the Demised Premises
clean and to effect such cleaning as often as shall be necessary
THE FIFTH SCHEDULE above referred to
------------------------------------
Service Charge
Definitions
-----------
1. In this Schedule the following expressions shall have the meanings
hereinafter respectively assigned thereto that is to say:
37.
(1) "Accounting Period" means a period of twelve months ending on the Service
-----------------
Charge Accounting Day specified in the Particulars (whether or not including a
period falling before the commencement of the Term or subsequent to the
termination of the Term) Provided that if there shall be an Estate Opening Date
specified in the Particulars the period from that date until the Service Charge
Accounting Day immediately following the Estate Opening Date shall be an
Accounting Period hereunder
(2) "Initial Period" means the period from the Service Charge Commencement Date
--------------
specified in the Particulars until the Service Charge Accounting Day immediately
following the same
(3) "Final Period" means the period from the Service Charge Accounting Day
------------
immediately preceding the termination of the Term until the termination of the
Term
(4) "Relevant Proportion" means in relation to the Initial Period or the Final
-------------------
Period the proportion which the number of days comprised in such period bears to
the number of days comprised in the Accounting Period in which the Initial
Period or the Final Period as the case may be falls
(5) "Services" means the following services matters or things:
--------
(a) the amount (if any) from time to time assessed by the Landlord's
insurers by way of premium as being payable by the Landlord for keeping the
roads and accessways within the Estate and other areas or other parts of the
Estate intended to be used in common and any building or structure occupied by
the Landlord in connection with any of the services matters or things mentioned
herein insured for an amount (estimated from time to time by the Landlord or the
▇▇▇▇▇▇▇▇'s managing agents) necessary to cover the full costs of rebuilding or
reinstating the same against damage by the Insured
38.
Risks together with architects' surveyors' engineers' and other professional
fees
(b) the amounts from time to time assessed by the Landlord's insurers by
way of premium as being payable by the Landlord for providing insurance cover
which may from time to time be effected by the Landlord in respect of the
following matters or any of them:
(i) any liability to the public or third parties by virtue of the
Landlord's ownership or occupation of the Estate or any part thereof
(ii) the loss or damage of or to any fixtures fittings plant
equipment machinery chattel or any other things in use from time to time in
connection with the provision or supply of services matters or things herein
mentioned
(iii) such other damage loss liability or claim which may arise in
relation to any of the services matters or things herein mentioned and the
employment of staff in connection therewith
(c) the scavenging lighting cleansing repair renewal maintenance
rebuilding replacement redecoration or repainting (as often as occasion shall
require) of the service roads areas ramps accessways pedestrian ways passageways
staircases embankments transformer ▇▇▇▇▇▇▇▇ gatehouse management office parking
areas car parks open spaces gardens (including suitable planting or replanting
of such open spaces and gardens) Conduits boundary walls and gateways fences or
other structures and all other conveniences works services and facilities of
whatsoever nature now or at any time hereafter forming part of or serving the
Estate and intended for common or public use or for the benefit of the tenants
of the Estate (whether or not also serving other premises near to or adjoining
the Estate) and not being the responsibility of the Tenant or any other tenant
on the Estate
39.
(d) the collection compaction and disposal of refuse from the Estate (if
the same shall be arranged by the Landlord)
(e) the maintaining of any security for the Estate (if the Landlord shall
so require)
(f) the provision of signboards for general use on the Estate
(g) the employment or engagement and remuneration of staff servants
contractors agents professional advisers and any other persons in connection
with the provision of the services things or matters herein mentioned the
general supervision management and administration of the Estate and the
ascertainment and collection of the Service Charge (as hereinafter defined) and
all incidental expenditure in relation to the employment of staff and others
including the provision of clothing uniforms the payment of the statutory and
such other insurance health pension welfare travelling expenses and allowances
clothing allowances and other payments contributions and premiums as the
Landlord may deem desirable or necessary
(h) the taking of any steps thought desirable or expedient by the Landlord
for complying with making representations against or otherwise contesting the
incidence of the provisions of any legislation concerning town planning public
health highways streets drainage or other matters relating or alleged to relate
to the Estate for which tenants of the Estate are not directly liable
(i) the provision maintenance and replacement of any plant equipment
machinery tool chattel or thing used by the Landlord or others for any of the
services matters or things herein mentioned
(j) all outgoings in connection with any accommodation building or area
occupied by the Landlord in connection with the supply and provision of any of
40.
the services matters or things herein mentioned and in connection with all
common parts of the Estate
(k) the supply or provison and maintenance of any other services or
matters which the Landlord shall reasonably consider to be conductive to the
proper and efficient management of the Estate
(l) the amount of any value added tax or any other similar tax or taxes
payable in respect of any of the above matters
(6) "Service Charge" in relation to any Accounting Period means all costs
--------------
expenses and outgoings expended or incurred or which may become payable or which
are provided for by the Landlord in the provision or supply of the Services in
respect of the relevant Accounting Period (including (a) such provision for
anticipated future expenditure (if any) or notional sums (if any) comprised
within the Services and reasonably allocated by the Landlord to the relevant
Accounting Period) and (b) if the Landlord shall itself undertake the general
supervision and management of the Estate the Landlord may if it so desires
include in the Service Charge for any relevant Accounting Period a sum
equivalent to the amount which a firm of Chartered Surveyors would reasonably
have charged for the time being in the open market for undertaking such a
general supervision and management and such sum shall be deemed to be
expenditure incurred by the Landlord for the relevant Accounting Period
(7) "Tenant's Proportion" means the Service Charge Proportion specified in the
-------------------
Particulars or if the Landlord shall hereafter so determine such other
proportion as to the Landlord shall seem fair and equitable
Tenant's share of Service Charge
--------------------------------
2. The share of the Service Charge for an Accounting Period payable by the
Tenant shall be an amount equal to
41.
the Tenant's Proportion of the Service Charge for that Accounting Period
Provided that in relation to the Initial Period or the Final Period the share of
the Service Charge for the Accounting Period in which the same Falls shall be
the Tenant's Proportion multiplied by the Relevance Proportion of the Service
Charge for that Accounting Period
The keeping of accounts
-----------------------
3. The Landlord or the Landlords managing agents shall at all times keep an
account of the Service Charge for each Accounting Period and such account shall
be open to inspection by the Tenant at all reasonable times and every entry in
such account shall be sufficient evidence of the expenditure or provision
recorded therein
Provision of estimates
----------------------
4. As soon as may be before or after the beginning of every Accounting Period
the Landlord or the Landlord's managing agents shall make an estimate of the
anticipated amount of the Service Charge for such Accounting Period and shall
notify the Tenant of such estimate
Payments on account
-------------------
5. (1) For each Accounting Period during the Term in respect of which an
estimate shall have been made the Tenant shall pay to the Landlord on account of
the Tenant's liability hereunder an amount equal to the Tenant's Proportion of
such estimate and one quarter thereof shall be paid in advance in respect of
every Quarter of such Accounting Period comprised in the Term on the Quarter Day
at the beginning of such Quarter Provided Always that pending the notification
of any such estimate as aforesaid the Tenant shall pay to the Landlord in
advance on each Quarter Day an amount equal to one quarter of the Tenant's
Proportion of the estimate of the Service Charge for the preceding Accounting
Period and within seven days of such
42.
notification the Tenant shall make such payment to the Landlord or the Landlord
shall make to the Tenant such allowance against the future liability of the
Tenant hereunder as shall ensure that the Tenant has paid the amount which would
otherwise have become payable by the Tenant in respect of the period from the
commencement of the relevant Accounting Period to the date of such notification
had the Tenant been notified of such estimate prior to the commencement of the
relevant Accounting Period
(2) During the Initial Period in respect of which an estimate shall have
been made the Tenant shall pay to the Landlord in advance on account of the
Tenant's liability hereunder on the Service Charge Commencement Date (in respect
of the period therefrom until the next following Quarter Day) and on each of the
Quarter Days thereafter (in respect of the period therefrom until the next
following Quarter Day) a proportionate part (calculated on a daily basis) of an
amount equal to the Tenant's Proportion of such estimate Provided Always that if
the Tenant shall not be notified of such estimate as aforesaid until after the
commencement of the Initial Period the Tenant shall within seven days of such
notification pay to the Landlord such payments which would otherwise have
become payable by the Tenant in respect of the period from the Service Charge
Commencement Date to the date of such notification had the Tenant been notified
of such estimate prior to the Service Charge Commencement Date
Issue of certificates
for Accounting Periods
----------------------
6. As soon as possible after the end of every Accounting Period the Landlord
or the Landlord's managing agents shall issue to the Tenant a certificate
certifying the total amount of the Service Charge for
43.
the preceding Accounting Period and such certificate shall save in the case of
manifest error be conclusive and binding upon the Tenant and upon request by the
Tenant the Tenant shall be entitled to receive a summary of the Service Charge
for the relevant Accounting Period Adjustment at the end of each Accounting
Period.
Payment following issue of certificate
------------------------------------------
7. Within fourteen days after the issue of the certificate as aforesaid such
allowance or (in respect of the Final Period) payment shall be made to the
Tenant or the Tenant shall make such payment to the Landlord on demand as shall
be requisite for ensuring that the Tenant has paid the Tenant's Proportion of
the Service Charge (or in respect of the Initial Period or the Final Period the
Relevant Proportion thereof) in respect of the preceding Accounting Period
Provided Always that the provisions of this paragraph shall continue to apply
notwithstanding the termination of the Term but only in respect of any period
prior thereto
THE SIXTH SCHEDULE above referred to
------------------------------------
Covenants by Guarantor or Guarantors
PART 1
(A) The Tenant will at all times during the Term and any statutory continuation
thereof pay the Rent and all other moneys payable hereunder at the respective
times and in manner herein appointed for payment thereof and will also duly
observe and perform the several covenants and stipulations herein on the part of
the Tenant herein contained
(B) The Guarantor (by way of indemnity and not only by way of guarantee) will
pay and make good to the Landlord on demand all losses costs and damages and
expenses occasioned to the Landlord by reason of any non-payment or breach
specified in Paragraph (A) of this part of
44.
this Schedule and (without prejudice to the generality thereof) in the event of
any disclaimer by any trustee in bankruptcy or liquidator or after any
forfeiture of this Lease the Guarantor will pending any reletting of the Demised
Premises pay to the Landlord an amount equal to all Rent and other sums which
but for such disclaimer or forfeiture would have been payable by the Tenant
under this Lease
(C) If so required in writing by the Landlord within three months after any
disclaimer of this Lease by any trustee in bankruptcy or liquidator or after
any forfeiture (as the case may be) the Guarantor will accept a new lease of
the Demised Premises for a term equal to the residue of the Term unexpired at
the date of such disclaimer or forfeiture as the case may be and commencing on
that date at a rent or rents equal to that or those payable at the date of the
disclaimer or forfeiture as the case may be and containing the like covenants
conditions and provisions as are reserved by and contained in this Lease (such
new lease and the rights and liabilities thereunder to take effect from the date
of such disclaimer or forfeiture The costs of the Landlord in the preparation
and completion of such new lease to be paid by the Guarantor to the Landlord
on demand
(D) Any neglect or forebearance of the Landlord in endeavouring to obtain
payment of the Rent or other moneys payable under this Lease or any delay in
taking any steps to enforce performance of the covenants contained in this Lease
and any time which may be given by the Landlord to the Tenant or any variation
of the terms of this Lease agreed between the Landlord and the Tenant or any
other act omission matter or thing whatsoever whereby (but for this provision)
the Guarantor would be exonerated either in whole or in part from the aforesaid
covenants shall not release or in any
45.
way lessen or affect the liability of the Guarantor
(E) For the avoidance of doubt and notwithstanding the definition of
"Landlord" hereinbefore contained the covenants on the part of the Guarantor
hereinbefore contained shall enure for the benefit of the person for the time
being entitled to the reversion immediately expectant upon the determination of
this Lease and without the need for any express assignment
PART 2
(i) In relation to a Guarantor (other than any Guarantor specified in
the Particulars) the words "this Lease" shall be deemed to read "the Lease", and
(ii) In relation to a Guarantor for a successor in title to the Tenant
specified in the Particulars the expression "Tenant" mentioned in Part 1 of this
Schedule shall mean the person to whom an assignment of the Term is to be made
and its successor in title, and
(iii) In relation to a new Guarantor required by the Landlord pursuant to
this Lease (other than as mentioned in (ii) above) the expression "Tenant"
mentioned in Part 1 of this Schedule shall mean the person who was the Tenant
immediately before the event occurred which occasioned the Landlord's
requirement for a new guarantor and the successors in title of such person
THE COMMON SEAL of ELECTRICITY )
SUPPLY NOMINEES LIMITED was )
hereunto affixed in the )
presence of :- )
Director
Secretary
46.
THE COMMON SEAL of ▇▇▇▇ ▇▇▇▇▇ )
ELECTRONICS LIMITED was )
hereunto affixed in the ) [SEAL APPEARS HERE]
presence of :- )
[SIGNATURE ILLEGIBLE] Director
[SIGNATURE ILLEGIBLE] Secretary
DATED 22nd December 1989
ELECTRICITY SUPPLY NOMINEES LIMITED (1)
▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED (2)
INTERNATIONAL AERADIO PLC (3)
LICENCE TO ASSIGN
----------------
Lease of
Unit No. 1 Block B The ▇▇▇▇▇▇▇
Centre ▇▇▇▇▇▇▇ Way Crawley West Sussex
▇▇▇▇▇▇ & ▇▇▇▇▇,
▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇'▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.
(2494J)
THIS LICENCE TO ASSIGN is made the Twenty-second day of December One thousand
nine hundred and eighty-nine BETWEEN the PERSON whose name and address is set
out in Part I of the First Schedule hereto (hereinafter called "the Landlord")
of the first part the PERSON whose name and address is set out in Part II of the
First Schedule hereto (hereinafter called "the Tenant") of the second part and
the PERSON whose name and address is set out in Part III of the First Schedule
hereto (hereinafter called "the Assignee") of the third part
WHEREAS:
(1) In these presents unless there be something in the subject or context
inconsistent therewith:
(a) (i) where there are two or more persons included in any party hereto
covenants contained in this Deed which are expressed to be made by such party
shall be deemed to be made by such persons jointly and severally
(ii) words importing the singular number only shall include the
plural number and vice versa and words importing any particular gender shall
include masculine feminine and neuter genders
(b) the expressions "the Landlord" "the Tenant" and "the Assignee" shall
include those deriving title under them respectively (including without
prejudice to the generality of the foregoing their personal representatives
assigns and successors in title and in the case of the Landlord the person for
the time being entitle to the
reversion immediately expectant on the determination of the term created by the
Lease as hereinafter defined)
(c) the expressions following shall have the meanings hereinafter
mentioned (that is to say)
(i) "the Lease" means the lease or underlease short particulars of
which are set out in Part I of the Second Schedule hereto and the Supplemental
Deeds (as hereinafter defined)
(ii) "the Premises" means the premises demised by the Lease short
particulars of which are set out in Part II of the Second Schedule hereto
(iii) "the Supplemental Deeds" means the deeds or documents
particulars of which are set out in the Third Schedule hereto
(2) This Deed is supplemental to the Lease
(3) The reversion immediately expectant upon the determination of the term
created by the Lease is vested in the Landlord and the term of years thereby
created is vested in the Tenant
NOW THIS DEED WITNESSETH as follows:
1. IN consideration of the covenants by the Assignee hereinafter contained the
Landlord hereby grants unto the Tenant licence to assign all the estate and
interest of the Tenant in the Premises to the Assignee
2. THE Assignee hereby covenants with the Landlord that as from the date when
the estate and interest of the Tenant in the Premises shall be assigned to the
Assignee pursuant to
(2494J)
2.
this Licence and thenceforth during the residue of the term created by the Lease
and any statutory extension or renewal thereof the Assignee will pay the rent
and other payments thereby reserved and observe and perform the covenants
conditions and agreements on the part of the lessee contained therein
3. THE Tenant shall forthwith upon demand by the Landlord pay to the Landlord
all legal costs and surveyors' and management fees (including Value Added Tax)
and disbursements incurred by the Landlord in connection with this Licence
4. THE assignment in its final form shall be produced to the Landlord for its
approval and the Tenant HEREBY COVENANTS that completion of the assignment will
not take place until such approval has been given
5. NOTHING herein contained shall authorise any further or other dealing with
or assignment demise or underlease of the Premises except such as is hereby
expressly authorised
6. THE condition for re-entry contained in the Lease shall be exercisable as
well on breach of the covenants on the part of the Assignee hereinbefore
contained as on the happening of any of the events mentioned in the said
condition
7. THE assignment shall be produced to the solicitors for the Landlord for
registration within two months of the date hereof (or such shorter period as may
be specified in the Lease) and such registration fee as is specified in the
Lease (or if none is specified such registration fee as may
(2494J)
3.
be required by the Landlord's solicitors) shall be paid
In Witness whereof the parties hereto have executed this Deed the day and
year first before written
THE FIRST SCHEDULE before referred to
-------------------------------------
Part I
Particulars of the Landlord
---------------------------
ELECTRICITY SUPPLY NOMINEES LIMITED whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
Part II
Particulars of the Tenant
-------------------------
▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED whose registered office is at Aeradio House ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Part III
Particulars of the Assignee
---------------------------
INTERNATIONAL AERADIO plc whose registered office is at Aeradio House ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
THE SECOND SCHEDULE before referred to
--------------------------------------
Part I
------
Particulars of the Lease
------------------------
(2494J)
4.
Date Document Parties Term
---- -------- ------- ----
4.7.1986 Lease the Landlord(1) 25 years
the Tenant (2) from (and
including)
25.3.1986
Part II
Particulars of the Premises
----------------------------
ALL THAT piece or parcel of land together with the building erected thereon or
on some part thereof known as Unit Number B1 The ▇▇▇▇▇▇▇ Centre ▇▇▇▇▇▇▇ Way
Crawley as the same is described in and demised by the Lease
THE THIRD SCHEDULE before referred to
-------------------------------------
Particulars of Supplemental Deeds
Date Document Parties
---- -------- -------
22.4.1987 Licence for the Landlord (1)
Alterations the Tenant (2)
The COMMON SEAL of ELECTRICITY )
SUPPLY NOMINEES LIMITED was ) [▇▇▇▇ APPEARS HERE]
hereunto affixed in the )
presence of :- )
/s/ [SIGNATURE ILLEGIBLE]
Director
/s/ [SIGNATURE ILLEGIBLE]
Secretary
(2494J)
5.
[▇▇▇▇ APPEARS HERE] (The COMMON SEAL of ▇▇▇▇ ▇▇▇▇▇
(ELECTRONICS LIMITED was
(hereunto affixed in the
(presence of:-
[SIGNATURE ILLEGIBLE] Director
[SIGNATURE ILLEGIBLE] Secretary
[SEAL APPEARS HERE] (The COMMON SEAL of
(INTERNATIONAL AERADIO PLC was
(hereunto affixed in the
(presence of:-
[SIGNATURE ILLEGIBLE] Director
[SIGNATURE ILLEGIBLE] Secretary
(2494J)
6.
TO
Electricity Supply Nominees Limited and to their Solicitors Messrs ▇▇▇▇▇▇ &
▇▇▇▇▇ of ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
UNIT B1 ▇▇▇▇▇▇▇ CENTRE ▇▇▇▇▇▇▇ WAY GRAWLEY WEST SUSSEX
NOTICE IS HEREBY GIVEN that by a Transfer dated the 24th day of January 1990
made between ▇▇▇▇ ▇▇▇▇▇ Electronics Limited (1) and International Aerado plc (2)
the above premises being the premises comprised in a Lease dated the 4th day of
July 1986 and made between Electricity Supply Nominees Limited (1) and ▇▇▇▇
▇▇▇▇▇ Electronics Limited (2) were assigned to International Aerado plc for the
residue of the term of 25 years from (and including) the 25th day of March 1986
granted by the said Lease subject nevertheless to the payment of the rents and
other payments thereby reserved and to the observance and performance of the
covenants agreements stipulations and conditions contained or referred to in the
said Lease and on the part of the Tenant to be observed and performed
DATED this 15th day of June 1990
[SIGNATURE ILLEGIBLE]
For the solicitor to
British Telecommunications plc
Property Law Department
▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇
Received this 19th day of June 1990 a Notice in duplicate of which the above is
a copy together with a certified copy of the above Transfer and cheque for
(POUNDS) 17.25 in respect of the fee payable for registration pursuant to Clause
3(23) (i) of the said ▇▇▇▇▇ and Clause 7 of the Licence to Assign dated the
22nd day of December 1989
[SIGNATURE ILLEGIBLE]
---------------------------------
Solicitors to the said
Electricity Supply Nominees Limited
DATED 24th January 1990
▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED
- and -
INTERNATIONAL AERADIO plc
TRANSFER
of
Leasehold property known as
Unit No 1 Block B
The ▇▇▇▇▇▇▇ Centre ▇▇▇▇▇▇▇ Way
Crawley West Sussex
(Comprised in a Lease dated 4th July 1986)
H M LAND REGISTRY
LAND REGISTRATION ACTS 1925 TO 1986
TRANSFER OF WHOLE (LEASEHOLD)
COUNTY: WEST SUSSEX ▇▇▇▇▇▇▇ DISTRICT
TITLE NUMBER: WSX105598
PROPERTY: UNIT NO 1 BLOCK B THE ▇▇▇▇▇▇▇ CENTRE
▇▇▇▇▇▇▇ WAY CRAWLEY WEST SUSSEX
DATE: 26TH JANUARY 1990
1. In consideration of ONE POUND ((POUND 1) (the receipt whereof is hereby
acknowledged) ▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED whose registered office is at
Aeradio House ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Company Registration
Number 1538157) ("the Transferor") hereby transfers to INTERNATIONAL
AERADIO plc whose registered office is at Aeradio House aforesaid (Company
Registration Number 427272) ("the Transferee") the land comprised in the
above title for the residue of the term granted by the Registered Lease
2. THE Transferee hereby covenants with the Transferor that it the Transferee
and those deriving title under it will at all times after the date hereof
and thenceforth during the remainder of the term created by the Registered
Lease pay all rents and other payments becoming due under and by virtue of
the Registered Lease or any deed or document supplemental thereto and will
duly observe and perform all
1
the covenants agreements restrictions stipulations and conditions contained
or referred to therein and on the part of the Tenant to be observed and
performed and will keep the Transferor and its effects fully and
effectually indemnified against all actions proceedings costs claims
demands expenses losses and liabilities whatsoever in respect of or arising
on account of any breach or non-observance of any such matters occurring
after the date hereof
3. IT is hereby certified that the transaction hereby effected does not form
part of a larger transaction or series of transaction in respect of which
the amount or value or aggregate of value of the consideration exceeds
thirty thousand pounds ((Pounds) 30,000)
THE COMMON SEAL of )
▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED ) [▇▇▇▇ APPEARS HERE]
was hereunto affixed in the )
presence of: )
/s/ [SIGNATURE ILLEGIBLE] Director
/s/ [SIGNATURE ILLEGIBLE] Secretary
THE COMMON SEAL of )
INTERNATIONAL AERADIO plc ) [SEAL APPEARS HERE]
was hereunto affixed in the )
presence of: )
/s/ [SIGNATURE ILLEGIBLE] Director
/s/ [SIGNATURE ILLEGIBLE] Secretary
2
[LETTERHEAD OF ▇▇▇▇▇ ▇▇▇▇▇ AND PARTNERS APPEARS HERE]
7th November 1991 Our Ref: LEB/CMT/4666
Your Ref:
R ▇▇▇▇▇▇▇▇▇▇▇ Esq ASVA ▇ ▇ ▇▇▇▇▇▇▇▇▇▇ Esq FRICS
Messrs. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Chinnocks Messrs. ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Dear Sirs,
UNIT B1 THE ▇▇▇▇▇▇▇ CENTRE, ▇▇▇▇▇▇▇ WAY, CRAWLEY, WEST SUSSEX
-------------------------------------------------------------
By an appointment dated 3rd May 1991 I, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, MA (Cantab) Dip.
Est. Man., FRICS, was appointed by the President of the Royal Institution of
Chartered Surveyors as the Arbitrator to determine the rent in respect of the
above mentioned premises in accordance with the provisions of the Arbitration
Acts of 1950 and 1979.
The reference to arbitration arose out of the terms of a lease dated 4th July
1986, between Electricity Supply Nominees Limited (the landlord) and ▇▇▇▇ ▇▇▇▇▇
Electronics Limited, now vested in International Aeradio Plc (the tenant). The
lease was granted for a term of 25 years from 25th March 1986, at an initial
rent of (Pounds) 65,000 per annum and contained provision for rent review at
each fifth anniversary of the term.
The matter in dispute between the parties is the assessment of the rental value
of the demised premises, in accordance with the provisions of the Third Schedule
to the lease of 4th July 1986, as at 25th March 1991.
It was agreed that the matter should proceed by written submissions and these
were duly received from Mr. ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ of Messrs. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and
Chinnocks of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, on behalf of the landlords, and from
▇▇. ▇ ▇ ▇▇▇▇▇▇▇▇▇▇ FRICS of Messrs. ▇▇▇▇▇ of ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, Crawley, West
initial submissions of the other side.
The parties submitted a Statement of Agreed Facts in which, amongst other things
the floor areas were agreed, as also were details of tenant's fixtures and
fittings.
Cont /...
[LOGO OF ▇▇▇▇▇ ▇▇▇▇▇ AND PARTNERS APPEARS HERE]
... /2
R ▇▇▇▇▇▇▇▇▇▇▇ Esq ASVA and ▇ ▇ ▇▇▇▇▇▇▇▇▇▇ Esq FRICS
7th November 1991
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ contended for a rent of (Pounds) 121,900 per annum, based upon a
rental value of (Pounds) 10.25 per sq ft with 50% of this rate being applied to
the area of the covered loading bay. ▇▇. ▇▇▇▇▇▇▇▇▇▇ argued in support of a rent
of (Pounds) 79,400 per annum by adopting a basic rate of (Pounds) 6.75 per sq ft
and with one third, i.e. (Pounds) 2.25 per sq ft, applied to the area of the
covered loading bay.
It was requested by each party that I should make an Interim Award, final save
only as to the question of costs, on which the parties would have the
opportunity of addressing me prior to making my final Award.
I have inspected the subject premises and either inspected or viewed externally
the properties cited as comparables and have carefully considered the
submissions and counter submissions which have been made.
In accordance with the foregoing, I find that the rental value, in accordance
with the provisions of the Third Schedule of the lease dated 4th July 1986, as
at 25th March 1991, is (Pounds) 94,000 (Ninety Four Thousand Pounds) per annum
exclusive and I so Award.
This is my Interim Award, final save only as to the question of costs upon which
submissions are to be made by a date to be agreed.
Yours truly,
/s/ ▇. ▇. ▇▇▇▇▇
▇. ▇. ▇▇▇▇▇
-----------
Dated: 7th November 1991
[LOGO]
CERTIFICATE OF INCORPORATION
ON RE-REGISTRATION OF A PUBLIC COMPANY
AS A PRIVATE COMPANY
No 427272
I hereby certify that
INTERNATIONAL AERADIO LIMITED
formerly registered as a public company has this day been re-registered under
the Companies Act 1985 as a private company, and that the Company is limited.
Given under my hand at Cardiff the 14TH FEBRUARY 1992
/s/ M. B. May
M. B. MAY (MRS.)
An Authorised Officer
LICENCE TO ASSIGN
-----------------
DATED 29th January 1993
-----------------------
The Landlord: ELECTRICITY SUPPLY NOMINEES LIMITED
The Tenant: INTERNATIONAL AERADIO LIMITED
The Assignee: RAPISCAN SECURITY PRODUCTS LIMITED
The Guarantor: INTERNATIONAL AERADIO LIMITED
The Property: Unit 1, Block B, The ▇▇▇▇▇▇▇
Centre, ▇▇▇▇▇▇▇ Way, Crawley, West
Sussex
▇▇▇▇▇▇ & ▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇'▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇ ▇▇▇ ▇▇▇▇
Ref: MD/jb/10/8653
(8740I)
LICENCE TO ASSIGN
-----------------
PARTICULARS
-----------
Date :29th January 1993
----
the Landlord :ELECTRICITY SUPPLY NOMINEES
------------
LIMITED whose registered office is
at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
the Tenant :INTERNATIONAL AERADIO LIMITED
----------
whose registered office is at
Lincoln Way Sunbury on Thames
Middlesex TW16 7HW
the Assignee :RAPISCAN SECURITY PRODUCTS
------------
LIMITED whose registered office is
at Unit 1 Block B The ▇▇▇▇▇▇▇ Crawley
the Guarantor :INTERNATIONAL AERADIO LIMITED
-------------
aforesaid
the Lease :
---------
Date Parties Premises Term
---- ------- -------- ----
04.07.1986 The Landlord Unit No.1, 25 years
(1) Block B, from
▇▇▇▇ ▇▇▇▇▇ The ▇▇▇▇▇▇▇ 25.03.1986
Electronics Centre, Fleming
Ltd (2) Way, Crawley,
West Sussex
and includes the following deeds and documents:-
Date Documents Parties
---- --------- -------
24.04.1987 Licence for Alterations The Landlord (1)
▇▇▇▇ ▇▇▇▇▇
Electronics Ltd (2)
22.12.1989 Licence to Assign The Landlord (1)
▇▇▇▇ ▇▇▇▇▇
Electronics Ltd (2)
The Tenant (3)
29.01.1990 Licence for Alterations The Landlord (1)
The Tenant (2)
1.12.1992 Licence for Alterations The Landlord (1)
The Tenant (2)
(8740I)
INTERPRETATION
--------------
1.1 In this Deed unless the context otherwise requires:-
1.1.1 where more than one person is included in any of the expressions
"the Tenant" "the Assignee" or "the Guarantor" covenants by such persons are
---------- ------------ -------------
joint and several
1.1.2 the expressions "the Landlord" "the Tenant" and "the Assignee"
------------ ---------- ------------
include those deriving title through or under them respectively and in the case
of the Landlord include the person for the time being entitled to the reversion
immediately expectant upon the Term
1.1.3 "the Lease" means the documents shortly so described in the
---------
Particulars and includes all documents supplemental thereto
1.1.4 "the Premises" means the premises demised by the Lease
------------
1.1.5 "the Term" means the terms of years granted by the Lease and
--------
includes any statutory extension or continuation thereof
1.1.6 otherwise expressions have the meanings given to them in the
Particulars
1.2 This Deed is made supplemental to the Lease.
TITLE
-----
2. The Landlord is entitled to the Premises in reversion immediately expectant
upon the determination of the Term and the Term is vested in the Tenant
LICENCE
-------
3. The Landlord HEREBY GRANTS unto the Tenant licence to assign the Tenant's
interest in the Premises to the Assignee
ASSIGNEE'S COVENANTS
--------------------
4. THE Assignee HEREBY COVENANTS with the Landlord:-
4.1 as from the date when the Premises are assigned to the Assignee and
thenceforth during the residue of the Term to pay the rents reserved by and
observe and perform the covenants conditions and agreements on the part of the
lessee contained in the Lease
4.2 not to enter into occupation or possession of the whole or any part of
the Premises until completion of the assignment to the Assignee
GUARANTOR'S COVENANTS
---------------------
5. In consideration of the Landlord granting this Licence at the request of
the Guarantor the Guarantor covenants with the Landlord:-
5.1 that the Assignee will at all times during the Term pay the rent
reserved by the Lease and all other moneys payable thereunder at the respective
times and in manner therein appointed for payment thereof and will also duly
observe and perform the several covenants and stipulations on the part of the
lessee therein contained
(8740I)
2.
5.2 the Guarantor (by way of indemnity and not only by way of guarantee)
will pay and make good to the Landlord on demand all losses costs damages and
expenses occasioned to the Landlord by reason of any non-payment or breach
specified in sun-clause 5.1 hereof and (without prejudice to the generality
thereof) in the event of any disclaimer by any trustee in bankruptcy or
liquidator or after any forfeiture of the Lease the Guarantor will pending any
reletting of the Premises pay to the Landlord an amount equal to all rent
reserved by the Lease and other sums which but disclaimer or forfeiture would
have been payable by the Tenant under the Lease
5.3 if so required in writing by the Landlord within three months after
any disclaimer of the Lease by any trustee in bankruptcy or liquidator or after
any forfeiture or after the Assignee (being a company) ceases to exist (as the
case may be) the Guarantor will accept a new lease of the Premises for a term
equal to the residue of the Term unexpired at the date of such disclaimer or
forfeiture or other event as the case may be and commencing on that date at a
rent or rents equal to that or those payable at the date of the disclaimer or
forfeiture or other event as the case may be and containing the like covenants
conditions and provisions as are contained in the Lease (such new lease and the
rights and liabilities thereunder to take effect from the date of such
disclaimer of forfeiture or other event but any rent
(8740I)
3.
review or other dates referred to in the new lease which are computed by
reference to a period or periods of time shall fall upon the same dates as would
have applied had the Lease still subsisted) and the cost of the Landlord in the
preparation and completion of such new lease shall be paid by the Guarantor to
the Landlord on demand
5.4 any neglect or forbearance of the Landlord in endeavoring to obtain
payment of the rent reserved by the Lease or other moneys payable thereunder or
any delay in taking any steps to enforce performance to the covenants contained
in the Lease and any time which may be given by the Landlord to the Assignee or
any other act omission matter or thing whatsoever whereby (but for this
provision) the Guarantor would be exonerated either in whole or in part from the
aforesaid covenants shall not release or in any way lessen or affect the
liability of the Guarantor
5.5 this guarantee shall enure to the benefit of all persons from time to
time constituting the Landlord without any express assignment of this guarantee
being required
5.6 where more than one person is named as the Guarantor no invalidity of
this guarantee in respect of any of them shall affect the liability of the
others
6. In the event that (i) the Tenant (in this Clause 5 meaning International
Aeradio Limited only) is called
(8740I)
4.
upon by the Landlord (giving not less than fourteen days notice in writing) to
perform obligations or pay rent or other sums due under the lease as covenantor
pursuant to a Licence to Assign dated 22 December 1989 between the Landlord (1)
▇▇▇▇ ▇▇▇▇▇ Electronics Limited (2) and the Tenant (3) or as Guarantor pursuant
to Clause 5 of this Licence and (ii) the Tenant has paid to the Landlord
pursuant to such notice all arrears then due under the Lease (being not less
than one quarter's rent plus any VAT thereon) then the Landlord will grant to
the Tenant (if so requested) within 14 days of the Landlord first calling upon
the Tenant to perform any such obligations or pay rent or other sums as
aforesaid an overriding lease with a reversion of 3 days in the same terms as
the Lease for the term then unexpired and also (if so requested) will assign to
the Tenant all rights of action accured against the defaulting party or parties
and the reasonable and proper costs of the Landlord in granting such overriding
lease and assigning such rights of action (together with any proper
disbursements) and any VAT thereon shall be paid by the Tenant to the Landlord
prior to the grant of the said overriding lease and assignment respectively
DECLARATION
-----------
7. It is hereby declared that the condition for re-entry contained in the
Lease shall be exercisable as well on breach of the covenants on the part of the
5.
Assignee and the Guarantor herein contained as upon the happening of any of the
events specified in the said condition
IN WITNESS whereof the Landlord the Assignee and the Guarantor have
executed this Deed as a deed the day and year first above written
THE COMMON SEAL of INTERNATIONAL )
AERADIO LIMITED was hereunto )
affixed in the presence )
of:
[SEAL APPEARS HERE] [▇▇▇▇ APPEARS HERE]
Director [SIGNATURE ILLEGIBLE]
Secretary/Director [SIGNATURE ILLEGIBLE]
THE COMMON SEAL of RAPISCAN )
SECURITY PRODUCTS LIMITED was )
hereunto affixed in the presence)
of: )
[SEAL APPEARS HERE] [▇▇▇▇ APPEARS HERE]
Director [SIGNATURE ILLEGIBLE]
Secretary [SIGNATURE ILLEGIBLE]
6.
(87401)
TRANSFER OF WHOLE
-----------------
H M Land Registry
-----------------
Land Registration Acts of 1925 to 1986
--------------------------------------
County and district
(or London Borough): West Sussex, Crawley
Title Numbers: WSX105598
Property: Unit 1, Block B, The ▇▇▇▇▇▇▇ Centre, ▇▇▇▇▇▇▇ Way,
Crawley
Date: 1st February 1993
In consideration of the covenants hereinafter contained INTERNATIONAL AERADIO
---------------------
LIMITED of Aeradio House ▇▇▇▇▇ Road Southa11 Middlesex UB2 5NJ ("the
-------
Transferor") as beneficial owner transfers to RAPISCAN SECURITY PRODUCTS LIMITED
----------------------------------
of Unit B1 ▇▇▇▇▇▇▇ Way The ▇▇▇▇▇▇▇ Centre Crawley West Sussex RH10 2NN ("the
Transferee") Company registration number 2755398 the land comprised in the title
above referred to
1. The parties declare that the covenants for title implied by the Transfer
transferring as Beneficial Owner shall not imply that the covenants in a
Lease dated 4th July 1986 between Electricity Supply Nominees Limited (1)
and ▇▇▇▇ ▇▇▇▇▇ Electronics Limited (2) ("the Lease") relating to the state
and condition of the Property have been observed and performed to the date
of this Transfer
2. The Transferee will from the date of this Transfer and thenceforth during
the residue of the term of the Lease duly pay all rent becoming due under
the Lease and will observe and perform and all the covenants agreements and
conditions therein contained and thenceforth on the part of the lessee to
be observed and performed and will also from such date keep the Transferor
indemnified against all proceedings costs claims and
set our in clause 10 of the Deed and when such evidence has been
provided to the Transferor the Rent Deposit shall be released to the
Transferee absolutely in accordance with clauses 8 and 10 of the Deed
such clause 10.1 being read mutatis mutandis as if the words Rapiscan
in the third and fifth lines of that clause were replaced by the name
of the proposed assignee
The Common Seal of INTERNATIONAL ) [SEAL]
-------------
AERADIO LIMITED was affixed in the )
---------------
presence of:- )
Director [SIGNATURE ILLEGIBLE]
Director/Secretary [SIGNATURE ILLEGIBLE]
The Common Seal of RAPISCAN ) [SEAL]
--------
SECURITY PRODUCTS LIMITED was )
-------------------------
affixed in the presence of:- )
Director [SIGNATURE ILLEGIBLE]
Secretary [SIGNATURE ILLEGIBLE]
No._____________
TO ▇▇▇▇▇▇ & ▇▇▇▇▇
--------------------------------------------------------------------------------
2 SOUTH SQUARE, ▇▇▇▇'▇ INN,
--------------------------------------------------------------------------------
LONDON WC1R 5HP and all others whom it may concern.
----------------------
========================
PURSUANT TO the covenant contained or implied in the Lease or Underlease of
which Particulars appear below NOTICE IS HEREBY GIVEN that by a/Transfer/_______
dated 1st February 1993 the property known as Unit 1, Block B, The ▇▇▇▇▇▇▇
--------------- -- -----------------------------
Centre, ▇▇▇▇▇▇▇ Way, Crawley, West Sussex
--------------------------------------------------------------------------------
________________________________________________________________________________
was/transferred _______________ by INTERNATIONAL AERADIO LIMITED
---------------------------------------------
to RAPISCAN SECURITY PRODUCTS LIMITED
--------------------------------------------------------------------------------
________________________________________________________________________________
[for the residue of the term] __________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Date of Lease Parties
or Underlease
--------------------------------------------------------------------------------
1.
4 July ELECTRICITY SUPPLY NOMINEES LIMITED
1986
2. ▇▇▇▇ ▇▇▇▇▇ ELECTRONICS LIMITED
--------------------------------------------------------------------------------
The rent reserved by the above Lease or Underlease will [in future] be paid by +
Rapiscan Security Products Limited
--------------------------------------------------------------------------------
Unit B1, ▇▇▇▇▇▇▇ Way, The ▇▇▇▇▇▇▇ Centre,
--------------------------------------------------------------------------------
Crawley, West Sussex RH10 2NN
--------------------------------------------------------------------------------
*In the case of a Mortgage it is requested that notice be given to the mortgagee
of any default on the part of the lessee/underlessee in paying the rent or
performing the tenant's covenants.
+In the case of an Assignment of Sublease please state the occupation or
description of the assignee of subtenant.
DATED this 18 day of February 1993
-------- ---------------- --
▇▇▇▇▇▇▇ & CO. [SIGNATURE ILLEGIBLE]
---------------------------------------
78 BROOK STREET LONDON W1Y 2AD
------------------------------------
Solicitors for the said Transferee
------------
P.T.O for Receipt]
[Letter Head of Oyez]
DATED 18 February 1993
----------------------
Re property known as
Unit 1 Block B
The ▇▇▇▇▇▇▇ Centre
▇▇▇▇▇▇▇ Way
Crawley
West Sussex
==========================
NOTICE
of
/Transfer/
==========================
RECEIVED this.........................day of.............19.....a Notice, of
which the within-written Notice is a duplicate.
......................................
......................................
......................................
Notice to lessor from Assignee, Chargee or Underlessee
of Leaseholds.
CONVEYANCING 4A