EXHIBIT 10.26
SUB-LEASE
This Sub-Lease is made the 2nd of November, 1998, between SCOTDEAN
LIMITED whose registered office is at ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(hereinafter called "the Landlord") of the one part and EUROGAS, (UK)
LIMITED, whose registered office is at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ WC2_____,
(hereinafter called "the Tenant") of the second part;
WITNESSETH
1. The demise hereinafter contained is made in consideration of the
rents and ____________ part of the Tenant and the conditions hereinafter
contained;
2. In this Lease the following expressions have the following
meanings and the __________________ interpreted as follows:
2.1 "the Surveyor" means the surveyor for the time
being appointed or nominated by the ______________.
2.2 "the Landlord" includes the immediate reversioner
or reversioners for __________ time __________
expectant on the term hereby created.
2.3 "the Tenant" includes the person or person
deriving title from or under the Tenant __________.
2.4 "the Demised Premises" means ALL THAT piece of
land fronting Upper Brook Street in the City of
Westminster together with the message and buildings
erected thereon (and any vaults and/or cellars
ancillary thereto) and now known as ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ (and registered at H M Land Registry with
leasehold title absolute under title number NGL
707720) and the expression "the Demised Premises"
includes:
2.4.1 The buildings now and at any time during the term
hereby granted erected on the Demised Premises.
2.4.2 All other additions alterations reinstatements
and improvements (if any) to the Demised Premises.
2.4.3 All the Landlord's fixtures and fitting and
fixtures of every kind which shall from time to time be
in or on the Demised Premises (whether originally
affixed or fastened to or upon the Demised Premises or
otherwise) except any such fixtures installed by the
Tenant that can be removed without defacing the Demised
Premises.
2.4.4 All conduits in or under or over the Demised
Premises up to the point of connection to the public
system.
2.4.5 All plant within the Demised Premises
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2.4.6 One half severed medially of the party walls and
other structures dividing the Demised Premises from
adjoining premises but such expression includes no air
space above or around the building erected upon the
Demised Premises from time to time and reference to
"the Demised Premises" in the absence of any provision
to the contrary includes any part of the Demised Premises.
2.5 "the Planning Acts" means the Town and Country
Planning ▇▇▇ ▇▇▇▇ and the Planning (Listed Buildings
and Conservation Areas) Act of 1990 or any statutory
modification amendment or re-enactment thereof for the
time being in force and any regulation order or
direction made or given thereunder.
2.6 "the Term" means the term of years granted by
this Lease and the expression "the Term" includes any
period of holding over or extension or continuance of
the Term whether by statute or common law and
references to "the last year of the Term" include the
last year of the Term if the Term shall determine
otherwise than by effluxion of time and references to
"the expiration of the Term" include such other
determination of the Term.
2.7 "Headlease" means a lease dated 20th May 1993 and
made between (1) Grosvenor (Mayfair) Estate and MEPC
Plc (2)
2.8 "Head Landlord" includes Grosvenor (Mayfair)
Estate or other the immediate reversioner or
reversions for the time being expectant on the term
created by the Headlease.
2.9 "Lease" means this sub-lease as varied from time
to time and includes any document entered into
pursuant to or which is supplemental to this sub-lease.
2.10 "Guarantor" means person who is a guarantor to
the Landlord of the obligations of the Tenant under
this Lease
2.11 Any reference to Value Added Tax in this Lease
shall include any tax of a similar nature that may be
substituted for or levied in addition to it.
2.12 Reference to any right exercisable by the
Landlord or any right exercisable by the Tenant in
common with the Landlord shall be construed as
including (where appropriate) the exercise of such
right by the Head Landlord and by all persons
authorised by the Landlord or the Head Landlord or
having the like right.
2.13 Reference to any consent required from the
Landlord shall be construed as also including the
consent from the Head Landlord where the Head
Landlord=s consent would be required under the terms
of the Head Lease except that nothing in this Lease
shall be construed as an acknowledgment or a warranty
by the Landlord that the Head Landlord shall not
unreasonably withhold such consent.
2.14 Any prohibition imposed on the Tenant by this
Lease shall be construed as including an obligation
against allowing or suffering the act or thing
prohibited to be done by a third party.
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2.15 Words importing one gender only include all other
genders.
2.16 Words importing the singular number only include
the plural number (where the context so admits) and
vice versa and where there are two or more persons
included in the expressions "the Landlord" or "the
Tenant" or "the Guarantor" covenants expressed to be
made by the Landlord and the Tenant shall be deemed to
be made by such persons jointly and severally.
3. THE Landlord HEREBY DEMISES unto the Tenant the Demised Premises
TOGETHER WITH the rights specified in the First Schedule hereto and
EXCEPT AND RESERVING unto the Landlord and all other authorized by the
Landlord and any other persons having the like rights and SUBJECT TO the
matters specified in the Second Schedule hereto TO HOLD the same unto
the Tenant from the 2nd day of November, 1998 for a term of ten years
expiring on the 1st of November 2008 YIELDING AND PAYING THEREFORE FIRST
during the first three months of the Term a peppercorn if demanded and
thereafter the yearly rent of THREE HUNDRED AND FIVE THOUSAND POUNDS
(,305,000) (or such greater rent as may from time to time become payable
under the Third Schedule hereto) such rent to be paid without any
deduction except as authorized by any provision of any Act of Parliament
or of any Statutory Order or regulation for he time being in force by
equal quarterly payments in advance on the usual quarter days in every
year AND SECONDLY by way of further or additional rent from time to time
a sum or sums of money equal to the whole of the amount or which the
Landlord shall incur or pay to be required to incur or pay by way of
annual premium or premiums for insuring the Demised Premises and loss of
rent (actual and/or estimated) in accordance with and/or complying with
the Landlord=s obligations under the provisions of Clause 5.2 hereof
and/or in accordance with the provisions of the Headlease AND THIRDLY,
by way of further or additional rent to all other amounts due from the
Tenant under this Lease. Such further or additional rents to be paid
without any deduction on demand.
4. THE Tenant HEREBY COVENANTS with the Landlord as follows:
4.1 Rent
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4.2 To pay the respective yearly and other rents or
sums of money hereinbefore reserved at the times and
in the manner in which the same are respectively
reserved and made payable without any deduction except
as aforesaid and without exercising any counter-claim
or legal or equitable rights of set-off whatsoever.
Interest on arrears
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4.3 To pay on demand interest on the said rents first
secondly and thirdly hereinbefore reserved and any
other sums on the part of the Tenant herein covenanted
to be paid or any part or parts thereof if payment of
the same has not been made by the date upon which the
rents first hereinbefore reserved are hereinbefore
expressed to be payable (whether formally or legally
demanded or not) and within 10 days of the date upon
which the rent secondly and thirdly hereinbefore
reserved or any other sums due hereunder are demanded
such interest to be at the rate of 4 per cent per
annum above the base lending rate for the time being
of National Westminster Bank PLC and to be paid in
respect of the period from the date upon which the
payment concerned was due until and including the date
upon which the payment is made both before and after
any judgment Provided Always that in the event of
National Westminster Bank PLC ceasing for any reason
to have a base lending rte then the rate of interest
payable pursuant to the foregoing provisions shall be
such reasonable comparable rate as the Landlord or is
Surveyor may from time to time specify Provided
Further that if payment of such rents or other payment
as aforesaid shall be declined by the Landlord so as
not to waive any breach of covenant the same shall be
payable with interest thereon as aforesaid from the
date the payment became due to the date upon which
payment is accepted by the Landlord.
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4.4 Outgoings & VAT
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4.4.1 To pay and indemnify the Landlord against all
existing and future rates taxes charge duties
assessments impositions outgoings and obligations
whatsoever payable in respect of the Demised Premises
or any part or parts thereof respectively or upon the
owner or occupier in respect thereof except only such
as the Landlord is by law bound to pay notwithstanding
any agreement to the contrary.
(i) To pay the Landlord by way of
additional rent Value Added Tax properly
chargeable in respect of any payment or other
consideration (including the rents hereby
reserved) made or given by the Tenant under
any of the terms of or in connection with
this Lease such Value Added Tax to be payable
in addition to the aforesaid payments or
other consideration.
(ii) In every case where under the terms
of this Lease the Tenant has agreed to make a
payment to the Landlord or any other person
(including without limitation by way of
indemnity or reimbursement) by reference to
any amount expended or which will be expended
by the Landlord or any other person or
otherwise to meet all or part of the
consideration for a supply for Value Added
Tax purposes made to the Landlord or any
other person to pay any Value Added Tax in
respect of such amount except to the extent
(if any) that it is recovered by the Landlord
or other person.
Gas electricity and other services
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4.4.2 To pay the suppliers and to indemnify the
Landlord against all charges for gas electricity and
other services consumed or used at or in connection
with the Demised Premises and all charges for meters
and telephones during the Term and to observe and
perform all regulations and requirements of the supply
authorities.
4.5 Repair
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4.5.1 At all times during the Tem well and
substantially to repair paint paper cleanse maintain
and keep the whole of the Demised Premises in good and
substantial repair (including renewal insofar as this
amounts to repair) and condition and in proper working
order with all manner of reparations cleansing and
amendments whatsoever to the satisfaction of the
Landlord and in particular (but without prejudice to
the generality of the foregoing covenant):
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4.5.2 In every fifth year of the Term and also during
the last year of the Term howsoever determined to pain
enamel french polish or otherwise treat such parts of
the interior of the Demised Premises as are or should
be or require to be so treated with two coats of good
quality pain or good quality polish or other suitable
material of good quality (the colour scheme and
materials to be used in the last six months of the Term
to be such as shall first be approved by the Landlord)
in a good and workmanlike manner and to the reasonable
satisfaction of the Landlord and its Surveyor and also
to wash and paint as aforesaid or re-paper the ceilings
and walls in the usual manner and wash down all tiles
and similar washable surfaces.
4.5.3 In the year 2003 and 2006 and also in the last
year of the Term in each instance between the 1st day
of March and the 31st day of August to paint the whole
of the outside woodwork ironwork metal work cement or
stucco work (if any) and other external parts of the
Demised Premises including (without prejudice to the
generality of the foregoing) the external door or doors
fan lights and frames window sashes and frames pipework
and railings (if any) usually painted or otherwise
requiring to be painted with two good coats of good oil
pain or other type of paint approved in writing by the
Surveyor the painting of the cement or stucco work (if
any) to be finished with a colour first to be approved
by the Surveyor and the painting of the outside
woodwork ironwork and metalwork as aforesaid to be
finished with a colour first to be approved as
aforesaid. And as often as in the reasonable opinion
of the surveyor may be necessary to clean the stonework
in such manner as shall be previously approved in
writing by the surveyor and to clean and re-point the
external brickwork (if any) of the Demised Premises
such pointing to be of a type and colour first approved
in writing by the Surveyor. And to use and maintain on
the roof natural Welsh slate or such other slate or
similar appearance and commensurate quality as shall be
approved in writing by the Surveyor Provided Always
that the Tenant will not paint the whole or any part of
the external brickwork or stonework (if any) of the
Demised Premises unless such has usually been painted
prior to the date hereof. The Landlord shall be
entitled to such access as may be reasonably necessary
to the Demised Premises to effect redecoration required
by the Head Landlord but not the obligation of the Tenant.
4.5.4 within the time limited by law or by the notice
requiring the same to be done or if no such time is
limited within a reasonable time to carry out all
sanitary works and all other works whatsoever which the
Public Authorities (including a Local or Planning
Authority) may lawfully require to be carried out
thereon or in connection therewith
4.5.5 to keep all windows of the Demised Premises
properly cleaned during the Term and in particular to
cause the windows of the Demised Premises to be cleaned
internally and externally at least once in every month
4.5.6 Where the use of conduits boundary structures or
other things is common to the Demised Premises and
other property to be responsible for and to indemnify
the Landlord against all sums due from and to undertake
all work that is the responsibility of the owner lessee
or occupier of the Demised Premises in relation to
those4 conduits or other things
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4.5.7 At all times during the term to maintain window
boxes on the ground floor front elevation of the
Demised Premises and to keep them in good repair and
decorative condition and tidy and clean and suitably
stocked with plants and shrubs and to tend the same
properly so as to present at all times throughout the
year an attractive appearance
4.5.8 At all times during the Term to keep any paved
garden areas or other open areas comprised in the
Demised Premises in a neat and tidy condition
Delivery at the expiration of Term
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4.6 At the expiration of the term quietly to deliver
up to the Landlord the Demised Premises duly kept in
accordance with the covenants herein contained and in
any case where any fixtures or fittings hereby
covenanted to be yielded up shall be missing broken
damaged or destroyed to replace the same with others
of a similar quality appearance and value and to make
good any damage caused by such works or by the removal
of the Tenant's trade fixtures or fittings or
furniture or effects from the Demised Premises
Contribution to common items
----------------------------
4.7 On receipt of the Landlord's written demand
forthwith to pay and contribute a fair proportion (to
be determined by the Surveyor) with other persons
interested therein of the reasonable expenses
reasonably and properly incurred in maintaining
repairing renewing and scouring all party walls
boundaries structures foundations gutters sewers and
drains and other areas and things (whether or not of a
like nature) belonging or which shall belong to the
Demised Premises or be used jointly with the occupiers
of any adjoining or neighbouring hereditaments
4.8 Alienation
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4.8.1 Except in the case of a permitted dealing (as
hereinafter defined) the Lessee shall not assign or
underlet or otherwise part with possession or
occupation or permit the underletting of or parting
with possession or occupation of the Demised Premises
or any parts thereof
4.8.2 A "permitted dealing" shall mean either an
assignment of the whole (as opposed to part or parts of
the Demised Premises) or an underletting of the Demised
Premises or any part thereof which satisfies the
following criteria:
(i) any underlease of the Demised
Premises (as hereinabove defined) or any part
thereof shall reserve the full market rent
reasonably obtainable in the open market
having regard to the terms of the proposed
underlease (all fines and premiums being
prohibited) with upwards only review of rent
to full open market rental value at intervals
of not more than five years from the date of
such underlease and any underlease of part
shall contain proper provision for
contribution by the underlessee towards the
cost of insurance repair of structure and
common parts and the provision of services
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(ii) prior to the grant of any underlease
of the Demised Premises (whether granted by
the Tenant or by any underlessee) the
proposed term the demise and rent to be
reserved thereby and any proposed rent free
period shall first be notified in writing the
Landlord
(iii) Any underlease of the Demised
Premises may (if the Tenant so requires)
permit the underlessee such rent-free period
or reduced rent period (for fitting-out or
otherwise) or concessionairy rent or payment
made by the Tenant to the underlessee (to
cover the cost of fitting-out or otherwise)
or payment by the Tenant to a third party of
any sums due to that third party from the
underlessee or any other benefit received by
the underlessee from the Tenant as an
inducement to that underlessee to enter into
the underlease (or permit any number or
combination of such things) subject always to
the requirement in sub-clause 4.8.2 (i) that
the rent reserved shall be a full market rent
at the commencement of the term thereof as
shall be reasonable in the open market.
(iv) any underlease of the Demised
Premises may (if the Tenant so requires)
permit the underlessee to share occupation of
part of the Demised Premises to be underlet
with a company that is a member of the same
group of companies as the underlessee as
defined by s 42 of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ on the basis that no landlord and
tenant relationship is created
(v) any underlease of part of the Demised
Premises shall consist of one or more whole
floors (excluding any common parts)
(vi) Not to agree the amount of any new or
increased rent under any rent review
provisions in any underlease without the
prior written consent of the Landlord which
shall not be unreasonably withheld or delayed
(vii) The Tenant shall within one month
after the agreement or the determination
thereof give notice in writing to the
Landlord of any new or increased rent payable
under the rent review provisions of any
underlease of the Demised Premises or any
part thereof and the Tenant will provide such
other information as may reasonably be
requested by the Landlord in respect of any
such rent review
(viii) Nothing herein contained shall
prevent the Tenant or any sub-tenant from
mortgaging or charging the Demised Premises
(or any part or parts thereof in the case of
a charge of a permitted underlease of part)
(ix) Nothing herein contained shall
prevent the Tenant from sharing occupation of
the Demised Premises or any part or parts
thereof with any company which is a member of
the same group of companies as the Tenant as
defined by s 42 of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ or an associate of the tenant being
a legal entity having either directly or
indirectly common shareholders or directors
with the Tenant (including its facilities
management contractor) or having a
contractual relationship with the Tenant in
the context of the Tenant's usual business
activities and upon the basis that no
landlord and tenant relationship is created
Re-letting of Demised Premises
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4.9 To permit the Landlord or its agents at any time
within six calendar months next before the expiration
of the Term to affix upon any suitable part of the
Demised Premises a notice board or notice boards (but
not so as to obscure the windows thereof or interfere
with the business of the Tenant or any of its
sub-tenants) for reletting the same and the Tenant
shall not remove or obscure the same or permit the
same to be removed or obscured and shall permit all
persons by order of the Landlord or its agents to view
the Demised Premises at reasonable hours without
interruption upon a prior appointment being made
User
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4.10 Not to use or authorise or suffer to be used the
Demised Premises otherwise than as business or
professional (but not including governmental or
diplomatic) offices
4.11 Restrictions
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4.11.1 Not to hold or permit to be held any sale by
auction on the Demised Premises
4.11.2 Not to suffer or permit the Demised Premises
or any part thereof to be used for any illegal or
immoral purpose
4.11.3 Not to erect or install or permit to be
erected or installed in the Demised Premises or any
part thereof any engine or machinery of any description
(other than usual office or domestic equipment as
appropriate)
4.11.4 Not to affix or suffer or cause to be
affixed upon the exterior of the Demised Premises or
any part thereof any wireless or television mast or
aerial or satellite dish or any erection of any kind
whatsoever without the Landlord's consent which in the
case of a satellite dish shall not be unreasonably
withheld where the proposed dish cannot be seen from
the street or from the principal neons of adjoining
buildings
4.11.5 Not at any time during the Term to affix or
exhibit or permit or suffer to be affixed or exhibited
upon any part of the Demised Premises any sign of any
description or any name-plates bills notices placards
advertisements flags banners blinds signs or similar
devices of any kind whatsoever so that no show or
indication shall be made or given of the use of the
Demised Premises or any part thereof for the purposes
hereinbefore authorised except that not more than six
name-plates may be displayed either on or at the side
of the front entrance door of the Demised Premises the
size design material and position of each such
name-plate and the lettering thereon first to be
approved in writing by or on behalf of the Landlord or
the Surveyor (such approval not to be unreasonably
withheld or delayed)
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4.11.6 Not to allow the front entrance doors to the
Demised Premises to remain open otherwise than for the
purpose of access and egress to and from the respective
part of the Demised Premises and for the reasonable use
and enjoyment of the same
4.11.7 Not to do or bring in or upon the Demised
Premises anything which may put any weight or impose a
strain in excess of that which the Demised Premises is
designed to bear with due margin of safety
4.11.8 Not to stop up darken or obstruct any
windows in the Demised Premises nor prevent the free
and uninterrupted access of light and air thereto
4.11.9 To keep the entrance ways of and exits from
the Demised Premises clear and unobstructed at all times
4.11.10 To observe the statutory requirements of
the Local Authority for the time being relating to the
removal of refuse from the Demised Premises
4.11.11 Not to keep living poultry or animals nor
to permit to be exposed in any part of the Demised
Premises any clothes or linen or any other articles of
which such exposition is in the reasonable opinion of
the Landlord objectionable
Alterations
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4.12 Not to erect or suffer to be erected any other
buildings or erections on the Demised Premises nor
make nor suffer to be made any alterations or
additions to any building or erection now or hereafter
during the Term in or upon the Demised Premises
(except for the purpose of reinstatement following
damage by a risk insured against by the Landlord and
pursuant to Clause 4.17) and in particular not to
alter the construction height elevation external or
internal architectural appearance or the chimney
stacks or chimney pots or the internal arrangements of
the Demised Premises or any part thereof nor to cut
maim alter injure or suffer to be cut maimed altered
or injured the structure of any of the main or other
walls or timbers of the Demised Premises nor to
enclose the portico Provided that with the prior
written consent of the Landlord (such consent not to
be unreasonably withheld) the Tenant may erect alter
or remove non-structural internal demountable
partitioning which does not abut or bisect any of the
windows of the Demised Premises
4.13 Nuisance
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4.13.1 Not to do or allow on the Demised Premises
any act or thing which may be or become or cause a
nuisance disturbance damage or inconvenience to the
Landlord or its lessees or to the owners or occupiers
of any adjoining or neighbouring premises or to the public
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4.13.2 To pay to the Landlord on demand all costs
charges and expenses which may be reasonably and
properly incurred by the Landlord at the request of the
Tenant in abating a nuisance or in executing such works
as may be expedient for abating a nuisance in respect
of the Demised Premises or its use whether in obedience
to a notice served by any Local or Public Authority or
otherwise
4.14 Easements
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4.14.1 To prevent any easement or right belonging
to or used with the Demised Premises or any part
thereof from being obstructed or lost
4.14.2 Not knowingly to allow any new encroachment
to be made or new easement acquired on or over the
Demised Premises or any part thereof and if any such
encroachment or easement shall be made or threatened to
be made or acquired to give immediate notice thereof to
the Landlord and permit the Landlord and its agents to
enter the Demised Premises to inspect the same and at
the request of the Landlord and the cost of the Tenant
to do all such things that may be proper and reasonable
for preventing the making of any such encroachment or
the acquisition of any such easement and in the event
of the Tenant failing to observe and perform the terms
of this sub-clause then to permit the Landlord and all
others authorised by it to enter upon the Demised
Premises and do all such things as may be necessary for
the purpose of preventing the making of such
encroachment or the acquisition of such easement and
the Tenant shall repay to the Landlord all monies paid
by the Landlord for that purpose on demand
4.15 Statutory Obligations and Notices
4.15.1 At all times during the Term to observe and
comply with in all respects the requirements of any
enactment (which expression shall for the purpose of
this covenant include every existing or future statute
as well as any regulation order or bye-law made under
or in pursuance of any statute) so far as the same may
relate to or affect the Demised Premises or any part
thereof or the user thereof or the use therein of any
chattel or substance machinery or equipment or
employment therein of any person and to execute all
works and provide and maintain all arrangements which
by or under any enactment or by any Government
Department or other authority or by the Court are or
may be directed or required to be executed provided or
maintained in respect of the Demised Premises or in
respect of any6 user thereof or in respect of any
chattel or substance at any time therein regardless of
whether such requirements are imposed on the lessor the
lessee or the occupier and to indemnify the Landlord
against all costs charges and expenses of or incidental
to the execution of any works or the provision or
maintenance of any arrangements so directed or required
as aforesaid.
4.15.2 Not to do or omit or suffer to be done or
omitted in or about the Demised Premises any act or
thing in respect of which the Landlord may under any
enactment have imposed upon it or become liable to pay
any penalty damages compensation costs or charges or
expenses
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4.15.3 As soon as the same comes to the notice of
the Tenant to give full particulars forthwith to the
Landlord of any notice order or proposal for a notice
order or requisition direction or any other thing or
proposal therefor given or served on the Tenant its
undertenants or to the owner or occupier of the Demised
Premises affecting the Demised Premises whether the
same shall be advertised or served directly on the
Tenant or the original (or a copy) thereof be received
from any other person and if so required by the
Landlord to produce the same and at the Landlord's
request and to make or join with the Landlord in making
such objections or representations in respect of any
proposal as the landlord may reasonably require.
4.16 Planning
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4.16.1 Not at any time during the Term to do
anything which would be in contravention of the
Planning Acts nor omit anything which would be a
contravention thereof and at all times during the Term
to comply with the same
4.16.2 not to make any application for permission
under the Planning Acts to carry out any development
without the Landlord's previous consent in writing such
consent not to be unreasonably withheld or delayed
4.16.3 At all times to indemnify and to keep
indemnified the Landlord against all actions
proceedings costs claims and demands in respect of the
Planning Acts in respect of the Tenant's use of the
Demised Premises and in relation to any works carried
out by the Tenant to the Demised Premises
4.16.4 If the Tenant shall receive any compensation
with respect to the interest of the Tenant hereunder
because of any restriction placed upon the user of the
Demised Premises under or by virtue of the Planning
Acts then if and when the Tenant's interest hereunder
shall be determined by surrender or under the power of
re-entry herein contained the Tenant shall forthwith
make such provision as is just and equitable for the
Landlord to receive its due benefit from such
compensation and in the event of there being some
disagreement as to the amount of such provision the
same shall be referred to arbitration as hereinafter
provided
4.17 Insurance
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4.17.1 Not to keep or permit or suffer to be kept
on the Demised Premises any material of a dangerous
combustible inflammable or explosive nature nor to do
or cause permit or suffer to be done in about or upon
the Demised Premises anything whatsoever which may
render any increased or extra premium payable for the
insurance of the Demised Premises or of any adjoining
premises or neighbouring premises
4.17.2 In the event of the Demised Premises or any
part thereof being destroyed or damaged by ay of the
perils covered by the insurance of the Demised Premises
to give notice thereof to the Landlord as soon as such
destruction or damages shall come to the notice of the
Tenant
4.17.3 Not to do or suffer or permit to be done
anything which may vitiate or jeopardise the insurance
of the Demised Premises effected by the Landlord
pursuant to the provisions of Clause 5.2 hereof
-11-
4.17.4 In the event that the Demised Premises or
any part thereof or any adjoining or neighbouring
premises are destroyed or damaged by any of the risks
insured against by the Landlord hereunder and the
insurance monies being wholly or partly irrecoverable
by reason solely or in part of any act or default of
the Tenant the Tenant will make up the whole or (as the
case may require) a fair proportion of the insurance
monies rendered irrecoverable by reason of the act or
default of the Tenant and any dispute arising out of
this covenant as to the proportion to be so contributed
by the Tenant or otherwise in respect thereof shall be
referred to arbitration as hereinafter provided
4.17.5 To comply with the proper requirements and
recommendations from time to time of the insurers of
the Demised Premises
Fire Precautions
----------------
4.18 To provide and at all times hereafter to maintain
in proper and efficient working order sufficient and
effective means of extinguishing or preventing the
spread of fire in compliance with the requirements of
any appropriate legislation for the time being in
force and without prejudice to the generality of the
foregoing to provide and maintain as aforesaid all
fire fighting equipment required from time to time by
the Fire Officer
4.19 Rights of Entry
---------------
4.19.1 To permit the Landlord and the Surveyor and
their respective agents with or without workmen or
others during the Term at reasonable business hours in
the daytime by prior written appointment (except in
case of emergency) to enter the Demised Premises and
every part thereof for any lawful purpose and in
particular:
(i) to ascertain that the covenants and
conditions of this Lease have been observed
(ii) to estimate the current value of the
Demised Premises for insurance purposes
(iii) to take schedules or inventories of
fixtures and things to be yielded up at the
expiration of the Term
(iv) in connection with the sale of the
Landlord's reversion to view the Demised
Premises without interruption
(v) to prevent the forfeiture of the Head
Lease which may result from any breach by the
Tenant of any of its obligations under this
Lease
(vi) to give to the Tenant or leave on the
Demised Premises notice in writing specifying
any defects or remediable breach of covenant
then and there found and the Tenant will as
soon as reasonably practicable repair and
make good the Demised Premises as required by
such notice and the covenants in that behalf
hereinbefore contained and in the event of
the Tenant failing to commence4 and proceed
diligently with the execution of the work
referred to in the notice within one month or
such longer period as shall be reasonable in
the circumstances thereof or failing to
complete the work within three months or such
longer period as shall be reasonable in the
circumstances or if in the Surveyor's
reasonable opinion the Tenant is unlikely to
have completed the work within such period it
shall be lawful for the Landlord (but without
prejudice to the right of re-entry of the
Landlord in that behalf hereinafter
contained) to enter the Demised Premises or
any part thereof to execute such work as may
be necessary to comply with the notice and
the reasonable and proper expenses of such
including all solicitor's and surveyor's
proper charges reasonably and properly
incurred shall be repaid to the Landlord on
demand with interest thereon calculated on a
daily basis following such demand at the rate
of five per cent per annum above the base
rate for the time being of National
Westminster Bank PLC current from day to day
and the Landlord shall not be liable for any
claims by the Tenant for disturbance or any
injury to the Tenant's property
-12-
4.19.2 To permit the Landlord and any lessees or
tenants or occupiers of adjoining property with or
without servants agents contractors licensees and
workmen at all reasonable times upon a prior
appointment being made (except in case of emergency) to
enter upon the Demised Premises for all reasonable
purposes in connection with the repair decoration or
alteration or other building works to any adjoining or
neighbouring property which cannot otherwise be
conveniently a\effected the person or persons
exercising such rights doing as little damage as may be
to the Demised Premises and causing as little
inconvenience as possible and making good any damage
thereby occasioned as soon as reasonably practicable at
the expense of the Landlord but without making
compensation for any temporary damage annoyance or
other disturbance to the Tenant
Landlord's costs of notice and applications
--------------------------------------------
4.20 To pay to the Landlord on demand all reasonable
and proper costs charges damages and expenses
(including bailiffs, legal, Surveyors, and other
professional costs and fees) which may be reasonably
and properly incurred by the Landlord:
4.20.1 In or in reasonable contemplation of any
proceedings under Sections 146 and 147 of the Law of
Property ▇▇▇ ▇▇▇▇ and the preparation and service of
notice thereunder (whether or not any right of re-entry
or forfeiture has been waived by the Landlord or a
notice served under the said Section 146 is complied
with by the Tenant or the Tenant has been relieved
under the provisions of the said Act and
notwithstanding forfeiture is avoided otherwise than by
relief granted by the Court) and to keep the Landlord
fully and effectively indemnified against all proper
costs expenses claims and demands whatsoever in respect
of the said proceedings unless the Court shall make an
order to the contrary or any obligations under any of
the documents and matters referred to in the Second
Schedule hereto
-13-
4.20.2 In the preparation and service of a Schedule
of Dilapidations arising out of the Tenant's obligations
hereunder at anytime during or after the Term
4.20.3 In connection with the recovery of arrears
of rend due from the Tenant hereunder
4.20.4 In respect of any application for consent
required by this Lease whether or not such consent be
granted
4.20.5 In taking such action as is necessary to
prevent a forfeiture of the Head Lease which may result
from any breach by the Tenant of its obligations under
this Lease
Head Lease & Title Paramount
----------------------------
4.21 Not to do suffer or permit in relation to the
Demised Premises by the Tenant or any undertenant or
any occupier of the Demised Premises any act or thing
or omission which would constitute a breach of the
Head Lease or any of the matters referred to in
paragraph 4 of the Second Schedule
5. THE Landlord HEREBY COVENANTS with the Tenant as follows:
5.1 That the Tenant paying the rents hereby reserved
and performing and observing the several covenants
conditions and agreements herein contained and on the
part of the Tenant to be performed and observed shall
and may peaceably and quietly hold and enjoy the
Demised Premises during the Term without any
interruption or disturbance by the Landlord or its
successors in title or any person lawfully claiming
under or in trust for it
5.2 To insure and keep insured or to procure that the
Head Landlord insures and keeps insured (unless such
insurance shall be vitiated or payment of any policy
monies refused in whole or in part by reason solely or
in part of any act neglect default or omission of the
Tenant its undertenants or anyone at the Demised
Premises or any part thereof either expressly or by
implication with their authority) in the name of the
Landlord and the Head Landlord
(i) the Demised Premises from loss or
damage by fire explosion storm lightening
aircraft and articles dropped therefrom riot
civil commotion malicious damage storm
tempest bursting or overflowing of pipes
water tanks or apparatus flood impact
landslip heave and subsidence and any other
insurable risks which the Landlord or the
Head Landlord may require with Sun Alliance
and London Insurance PLC or such other
insurers as the Landlord or Head Landlord may
determine for a sum equal to the full
reinstatement value thereof (including the
cost of debris removal demolition site
clearance any works that may be required by
statute and any incidental expenses an
allowance for extraordinary expenses
anticipated fees payable for planning
applications inflation in building costs and
including architect's surveyor's fees and
other professional fees)
-14-
(ii) against loss of rent payable under
this Lease (having regard to any review of
the rent which may become due under this
Lease and in the event of such insurance
being effected prior to the agreement or
determination of the rent upon review the
amount of such rent for the purpose of
insurance shall be estimated by the Surveyor
whose decision shall be final and binding
save in case of manifest error) for three
years (subject to any reasonable exclusions
or excesses as the Landlord may negotiate
with the insurers and which the Landlord
shall notify to the Tenant) and the Landlord
will make all payments necessary for the
above purpose within one month after the same
shall become due and will whenever reasonably
required by the Tenant produce to the Tenant
a copy of the said policy or policies or of
the relevant parts thereof and evidence of
payment of the current premium PROVIDED THAT
if the Landlord or the Surveyor receives
written notification from the Tenant or the
Tenant's mortgagee sent by facsimile
transmission or recorded delivery to the
Landlord or the Surveyor that the Tenant or
the Tenant's mortgagee requires the Demised
Premises to be insured for a larger sum than
that which shall have been determined by the
Surveyor as hereinbefore mentioned the
Landlord will forthwith upon receipt of a
written notification from the Tenant or the
Tenant's mortgagee instruct (or request that
the Head Landlord forthwith instructs) the
insurers to increase the amount of the sum
insured to the level so requested and use all
reasonable endeavours to procure that within
seven days of receipt of such written
notification the amount of the insurance is
increased in accordance with such notification.
5.2.2 If the Demised Premises or any part or parts
thereof shall be destroyed or damaged by fire or any
other risk against which the Landlord has insured as
aforesaid and the insurance money under any such
insurance shall not be wholly or partly irrecoverable
by reason solely or in part of any act or default of
the Tenant its undertenants or anyone at or near the
Demised Premises or any part thereof either expressly
or by implication with their authority then to the
extent that such insurance monies are recoverable all
such insurance monies received pursuant to such
insurance shall be applied so far as the same shall
extend in reinstating restoring and rebuilding the
Demised Premises Provided Always that the Landlord
shall incur no liability in respect of any deficiency
in the said insurance monies (whether as a result of
under-insurance or any such insurance monies being
wholly or partly irrecoverable by reasons solely or in
part of any act or default of the Tenant its
undertenants or anyone at or near the Demised Premises
or any part thereof either expressly or by implication
with their authority) unless and except to the extent
of either the Landlord having failed forthwith to
instruct (or procure that its Surveyor forthwith
instruct) the Head Landlord to instruct the insurers to
increase the sum insured to the level requested or
failed to use all reasonable endeavours procure that
the sum insured is increased to the level requested
within seven days after receipt of a written
notification to that effect sent by facsimile
transmission or recorded delivery both to the Landlord
or the Surveyor from the Tenant or the Tenant's
mortgagee as hereinbefore mentioned in the proviso to
Clause 5.2.1 hereof or due to the insurance money being
wholly or partly irrecoverable by reason solely or in
part of any act or default of the Landlord or anyone at
the Demised Premises expressly or by implication with
the Landlord's authority and under the Landlord's control
-15-
5.3 To pay the rent and observe and perform the
covenants agreements and conditions on the part of the
lessee under the Head Lease except insofar as
compliance is the responsibility of the Tenant under
this Lease
6. PROVIDED ALWAYS that it is hereby expressly agreed as follows:
Re-entry
---------
6.1 If and whenever during the Term:
6.1.1 the rents (or any of them or any part of them)
under this Lease are outstanding for 14 days after
becoming payable whether formally demanded or not or
6.1.2 there is a breach by the Tenant of any covenant
or other term of this Lease (other than Clause 4.21) or
any document supplemental to this Lease
6.1.3 an individual Tenant or Guarantor is adjudicated
bankrupt or an interim receiver is appointed of the
property of the Tenant or Guarantor or
6.1.4 there occurs in relation to a corporate Tenant or
Guarantor any of the following:
(I) it shall go into liquidation whether
voluntary or compulsory (except solely for
the purpose of a bona fide amalgamation or
reconstruction when solvent)
(II) it is the subject of a petition for
an administrative order in respect of the
whole or part of its business
(III) the appointment of a receiver and
manager or an administrative receiver is made
over the whole or any part or parts of its
undertaking or assets
(IV) it is unable or admitting its
inability to pay its debts when they become
due (whether within the circumstances to
which Section 123 of the Insolvency ▇▇▇ ▇▇▇▇
applies or otherwise)
(V) the directors propose a voluntary
arrangement within the meaning of Section 1
of the Insolvency ▇▇▇ ▇▇▇▇
-16-
(VI) it shall be struck off the Register
of Companies or shall be dissolved or shall
cease to exist
(VII) the Tenant enters into any deed of
assignment trust or arrangement or
composition for the benefit of its creditors
(VIII) an event or proceedings occurs
analogous to any of the foregoing in relation
to a corporation or company incorporated
outside Great Britain then and in any of the
said cases it shall be lawful for the
Landlord at any time thereafter (and even if
any previous right or security has been
waived) to re-enter upon the Demised Premises
or any part thereof in the name of the whole
and then the Term will absolutely determine
but without prejudice to the right of action
of the parties hereto in respect of any
breach by the other in respect of their
respective covenants herein contained and
provided that the Landlord shall first give
to any mortgagees of the Tenant of which it
shall have received prior written notice and
at the address specified in such notice or at
the mortgagee's registered office at least
fourteen days prior written notice of such
intention to re-enter
Cesser of Rent
--------------
6.2 In case the Demised Premises or any part thereof
shall at any time during the said Term be so destroyed
or damaged by fire or by any of the other risks for
the time being insured against by the Landlord as
hereinbefore provided as to render the Demised
Premises or any part thereof unfit for occupation and
use and the policy or policies effected by the
Landlord or the Head Landlord shall not have been
vitiated or payment of the policy monies refused in
whole or in part in consequence of some act or default
of the Tenant its undertenants or anyone at the
Demised Premises expressly or by implication with
their authority as aforesaid then the rent hereby
reserved or a fair proportion thereof according to the
nature and extent of the damage sustained shall
forthwith cease until the Demised Premises shall be
again rendered fit for occupation and use or until the
expiration of three years (or such longer period in
respect of which loss of rent insurance has been
effected pursuant to Clause 5.2 hereof) from such
destruction or damage whichever shall be the sooner
(the amount of such proportion and the period during
which the rent shall cease to be payable to be
determined by the Surveyor whose decision shall be
final and binding
Rights to deal with adjoining land
----------------------------------
6.3 The Landlord shall have power at all times
without obtaining any consent from or making
compensation to the Tenant to deal with any property
for the time being belonging to the Landlord which
adjoins or is opposite or near to the Demised Premises
as it may think fit to pull down or erect or suffer to
be erected on such adjoining opposite or neighbouring
property any building whatsoever whether such building
shall or shall not affect or diminish the light or air
which may now or at any time or times during the Term
be enjoyed by the Tenant or any occupiers of the
Demised Premises or any part thereof PROVIDED THAT the
Landlord shall not materially and detrimentally
inhibit the use and occupation of the Demised Premises
by the Tenant or other the then lessee or occupier in
accordance with the terms of this Lease or the
exercise of any such other easements rights or
advantages expressly granted to the Tenant by this Lease
-17-
Restrictions on adjoining property
----------------------------------
6.4 Save as expressly mentioned nothing herein
contained or implied shall impose or be deemed to
impose any restriction on the use of any land or
buildings not comprised in this Lease or give the
Tenant the benefit of or the right to enforce or to
have enforced or to prevent the release or
modification of any covenant agreement or condition
entered into by a purchaser from or any lessee tenant
or occupier of the Landlord in respect of property not
comprised in this Lease or prevent or restrict in any
way the development of any land not comprised in this
Lease
No warranty as to Planning Acts
-------------------------------
6.5 Nothing herein contained shall be deemed to
constitute any warranty by the Landlord that the
Demised Premises or any part thereof are authorised
under the Planning Acts or otherwise for any use or
any specific purpose
Notices
-------
6.6 Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as
amended by the Recorded Delivery Service ▇▇▇ ▇▇▇▇
shall apply to all notices required to be served
hereunder except that Section 196 shall be deemed to
be amended as follows:
6.6.1 the final words of Section 196(4)
" and that service . . . . . . be delivered"
shall be deleted and these shall be substituted:
". . . . and that service shall be deemed to be made on
the third Working Day after the registered letter has
been posted" "Working Day" meaning any day from Monday
to Friday (inclusive) other than Christmas Day Good
Friday and any other statutory bank holiday
6.6.2 any notice or document shall also be sufficiently
served if sent by telex or by telegraphic facsimile
transmission to the party to be served and that service
shall be deemed to be made on the day of transmission
if transmitted before 4 pm on a Working Day but
otherwise on the next following working Day
Sums due to Landlord treated as rent
------------------------------------
6.7 Any sum properly due from the Tenant under the
provisions of this Lease and not expressly reserved as
rent shall be treated as being due as rent payable in
arrear
-18-
Arbitration
-----------
6.8 If and whenever (but without prejudice to the
Landlord's rights of re-entry under clause 6.1) there
shall arise between the parties hereto or their
respective representatives or successors in title or
any of them any matter dispute difference or question
touching or concerning these presents or the
construction meaning operation or effect thereof or of
any clause herein contained or as to the rights duties
or liabilities of the parties hereto respectively or
their respective representatives or successors in
title or any of them under or by virtue of these
presents or otherwise or touching the subject matter
of these presents or arising thereout or in relation
thereto which pursuant to any provision of any Act of
Parliament or of any statutory order or regulation for
the time being in force or otherwise would but for
this present proviso fail to be determined by any
tribunal person or authority other than the High Court
of Justice or the County Court such matter dispute
difference or questions shall be referred to the
decision of a single arbitrator to be selected by the
parties And if the parties are unable to agree upon
such arbitrator the matter dispute difference or
question shall be referred to the arbitration of a
single arbitrator to be appointed by the President or
a Senior Vice President for the time being of the
Royal Institution of Chartered Surveyors And in any of
such cases such reference to arbitration shall be
deemed to be a submission to arbitration within the
Arbitration Acts 1996 or any statutory modification or
re-enactment thereof for the time being in force the
provisions whereof shall apply so far as applicable
And such reference shall be in lieu of and in
substitution for the method which but for this present
proviso would be appropriate for the determination of
such matter dispute difference or question
VAT
---
6.9 Nothing herein expressed shall be deemed to
constitute an election or an agreement by the Landlord
to elect to waive exemption for Value Added Tax
purposes in respect of the Demised Premises or to not
make such an election.
Service of Proceedings
----------------------
6.10 Service upon the Tenant of any process by which
proceedings in respect of or arising out of the
provisions of this Lease are commenced may be effected
by posting a copy of such process by recorded delivery
in a pre-paid envelope addressed to the Tenant at its
address stated on page one of this Lease or such other
address as the Tenant may from time to time notify to
the Landlord in writing as being its address for
service for the purpose of this Lease and such service
shall be deemed to be effected on the first Working
Day after posting
Further insurance provisions
----------------------------
6.11 If at the expiration of three years (or if longer
of the period for which insurance for loss of rent
against risks insured against by the Landlord has been
effected pursuant to Clause 5) after the occurrence of
damage or destruction to the demised premises as a
result of the occurrence of one of the risks against
which the Landlord has insured hereunder or the Head
Landlord has insured under the Headlease reinstatement
or rebuilding of the demised premises or any
substantial part thereof prove impossible or is
frustrated then either party may by one month's notice
in writing serve on the other at any time within six
months after the expiration of such period but before
the demised premises have been rebuilt as aforesaid
and while the demised premises are still unfit for
occupation or use terminate the term created by this
Lease (but without prejudice to any rights in respect
of any antecedent breach of the Tenant's obligations
in this Lease or any surety therefor) and in the event
of such determination the insurance monies shall
belong to the Landlord absolutely PROVIDED ALWAYS THAT
if the Head Landlord serves a notice on the Landlord
terminating the Head Lease pursuant to the clause in
the Head Lease corresponding to this clause the
Landlord shall within seven days forward a copy of
such notice to the Tenant and whereupon this Lease
shall determine on the date specified in the Head
Landlord's notice.
-19-
SEVERANCE OF INVALID PROVISIONS
-------------------------------
7. If at any time any of the provisions of this Lease is or becomes
illegal invalid or unenforceable in any respect under any law or
regulation of any jurisdiction neither the legality validity and
enforceability of the remaining provisions of this Lease nor the
legality or validity or enforceability of such provision under the law
of any jurisdiction shall be in any way effected or impaired as a result
8. LAW AND JURISDICTION
--------------------
8.1 This Lease shall be governed and construed in
accordance with English Law
8.2 The Tenant irrevocably agrees for the benefit of
the Landlord that the Courts of England shall have
jurisdiction to hear and determine any suit action or
proceeding and to settle any dispute which may arise
out of or in connection with this Lease and for such
purposes hereby irrevocably submits to the
jurisdiction of the English Courts
IN WITNESS whereof the parties hereto have duly executed this
Lease the day and year above written
-20-
THE FIRST SCHEDULE
(RIGHTS)
ALL rights appurtenant to the Demised Premises referred to in or any
documents referred to in the registers of title of Title No. NGL 707720
THE SECOND SCHEDULE
(EXCEPTIONS AND RESERVATIONS AND MATTERS SUBJECT TO WHICH THE DEMISE IS
MADE)
1. (Subject to the proviso in Clause 4.19.2 of this Lease) the right to
enter upon the Demised Premises for all or any of the purposes mentioned
in this Lease or the Headlease
2. All rights easements and privileges belonging to or enjoyed by any
adjoining or neighbouring property and affecting the Demised Premises or
any part thereof
3. The right which is reserved to the Landlord and all persons claiming
through or under it at any time or times hereafter to rebuild or alter
any of the adjoining or neighbouring buildings and to build upon or
otherwise use any adjoining or neighbouring land notwithstanding any
interference with access of light or air to the Demised Premises or any
part thereof Providing that the same shall not materially and
detrimentally inhibit the Demised Premises or the Tenant's or other the
then lessee's occupier's or underlessee's use and occupation of the
Demised Premises
4. All matters specified in or in any documents specified in the
registers of title of Title No. NGL707720 (other than any mortgages
created by the Landlord)
5. The right of support and protection for the benefit of the Landlord's
adjoining premises as is now and shall from time to time be enjoyed from
the buildings from time to time comprising the Demised Premises
THIRD SCHEDULE
(PROVISIONS FOR RENT REVIEW)
1. For the purpose of this Schedule it is hereby agreed that the
following definitions and provisions shall apply namely:
(A) The expression "open market rental value" means the full
market rent at which the Demised Premises might reasonably be
expected to be let by a willing landlord to a willing tenant in
the open market without the payment of any fine or premium on a
lease of the whole of the Demised Premises for a term of 5 years
commencing on the rent Review Date (as hereinafter defined) and
after the expiry of any rent free or concessionary rent period
which would be negotiated between a willing landlord and a willing
tenant in the open market with full vacant possession at the
commencement of the term and in all respects (including provisions
for rent review at five yearly intervals but not the amount of the
rent) on the terms and conditions of this Lease on the
suppositions (if not facts) that:
(a) The Tenant has complied with all its
obligations herein imposed
(b) The Demised Premises and all other necessary
facilities shall be in good and substantial repair and
condition and fit and available for immediate
beneficial occupation and use
-21-
(c) No work has been carried out or occurred on or
directly relating to the Demised Premises which has
diminished the rental value thereof
(d) In case the Demised Premises have been
destroyed or damaged they have been fully restored
(e) The Demised Premises may be used for any of the
purposes permitted by this Lease as varied or extended
by any Licence pursuant thereto
(f) The willing tenant is a taxable person for the
purposes of the Value Added Taxes Act 1994 who makes
taxable supplies only and is fully able to recover its
input tax
but disregarding (so far as may be permitted by law) all
restrictions whatsoever relating to the recovery of rent
contained in any statute or orders rules or regulations
thereunder and any directions given relating to a method of
determination of rent and also disregarding the effect (if
any) on rent of:
(a) all Tenant's fixtures and fittings in the
Demised Premises
(b) any goodwill attaching to the Demised Premises
by reason of the business of the Tenant its
undertenants or their respective predecessors in title
carried on thereat or the fact that the Demised
Premises is occupied by the Tenant or its sub-tenants
as the case may be
(c) the fact that the Demised Premises or any part
thereof are damaged or destroyed in any way by an
insured risk (save where the Demised Premises have not
been restored rebuilt or reinstated due to the Landlord
being in default of its covenants in this Lease)
(d) any improvements that shall have been carried
out to the Demised Premises with the consent of the
Landlord otherwise than in pursuance of any obligation
to the Landlord or the Landlord's predecessors in title
whether by the Tenant or his subtenants or their
respective predecessors in title during the Term
PROVIDED THAT the open market rental value for the Demised
Premises shall be ascertained without making any discount
reduction or allowance to reflect (or compensate the Tenant or the
hypothetical tenant for the absence of) any rent free period or
concessionary rent period or contribution to fitting out works or
other inducement which it might then be the practice in open
market lettings for a landlord to make so that the open market
rental value of the Demised Premises shall be that which would be
payable after the expiry of any such rent free or concessionary
rent period and after receipt of any such contribution or other
inducement
(B) the expression "Rent Review Date" means the fifth
anniversary of the commencement of the Term
2. From and after the Review Date the rent payable under this Lease
shall be whichever shall be the greater of the following amounts (that
is to say):
-22-
(A) The amount of the rent reserved during the twelve months
immediately preceding such Review Date and
(B) The open market rental value of the Demised Premises at
such Review Date
And the rent ascertained under the foregoing provisions is payable
as from the Review Date down to the expiry of the Term is
hereafter referred to as "the New Rent"
3. The open market rental value shall be determined in manner following
that is to say it shall be such annual sum as shall at any time be
agreed in writing between the parties Provided that if no such agreement
shall have been reached by a date three months prior to the Review Date
then the same may be determined by an independent Chartered Surveyor who
shall be a Surveyor experienced in the letting of office premises in
central London appointed for that purposes by the parties jointly or if
they fail to agree then on the application of either party by the
President for the time being of the Royal Institution of Chartered
Surveyors or such other person appointed by him and such Surveyor shall
act at the option of the Landlord either as an arbitrator I manner
provided by the Arbitration Acts 1996 or any statutory modification or
re-enactment thereof for the time being in force or as an independent
expert with the further provision that if the Surveyor so agreed upon or
appointed to act (in exercise of such option by the Landlord) as
arbitrator shall die or decline to act the President for the time being
of the Royal Institution of Chartered Surveyors or the person acting on
his behalf may on the application of either the Landlord or the Tenant
by writing discharge the arbitrator and appoint another in his place
4. In the event of the New Rent not having been agreed or determined
prior to the Review Date for any reason whatever then in respect of the
period of time (hereinafter called "the said interval") beginning with
the Review Date and ending on the quarter day immediately following the
date of such agreement or determination the Tenant shall pay to the
Landlord in manner hereinbefore provided rent at the rate payable
immediately before the Review Date PROVIDED THAT at the expiration of
seven days immediately following such agreement or determination there
shall be due as a debt payable by the Tenant to the Landlord a sum of
money equal to the amount whereby the rent at the rate so agreed or
determined (duly apportioned on a daily basis) shall exceed the rent
paid in respect of the said interval together with interest thereon at
the base rate of National Westminster Bank PLC (or such other rate as
shall be substituted therefor in accordance with Clause 4.2 hereof) for
the period from the relevant Review Date to the date of payment
5. Forthwith after the determination of the New Rent as herein provided
the Landlord and the Tenant shall prepare an appropriate Memorandum
recording such determination such Memorandum to be duly signed by or on
behalf of the Landlord and the Tenant respectively at their own expense
so that at all times thereafter the said Memorandum shall be conclusive
evidence of such determination
6. It is further provided in the event of determination of the New Rent
by an expert as follows:
(A) the fees and expenses of the expert including the cost of his
nomination shall be borne as the expert shall direct and
(B) the expert shall afford the Landlord and the Tenant an
opportunity to make representations to him and to comment once on
each other's initial representation and
(C) if the expert nominated pursuant to paragraph 6 shall die
delay or become unwilling unfit or incapable of acting or if for
any reason the President or a Senior Vice-President for the time
being of the Royal Institution of Chartered Surveyors or the
person acting on his behalf shall in his absolute discretion think
fit he may on the application of either the Landlord or the Tenant
by writing discharge the expert and appoint another in his place
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THE FOURTH SCHEDULE
(PROVISIONS RELATING TO ASSIGNMENT)
PART 1 - DEFINITIONS
In this Schedule the following expressions shall have the meanings
ascribed to them:
"AUTHORISED GUARANTEE AGREEMENT" means an agreement in the form of the
draft set out in Part 4 of this Fourth Schedule with such amendments or
in such other form as the Landlord reasonably requires
"RELEVANT DATE" means the date on which the Tenant applies to the
Landlord for consent to assign the Lease and any date before the
Landlord's license to assign is completed
"QUALIFYING PERSON" means an assignee who is a company or sole trader or
a partnership who together with any guarantees and other security for
the performance by the assignee of the tenant covenants under this Lease
(other than any authorised guarantee agreement as described in section
16 of the Landlord and Tenant (Covenants) Act 1995) is and after the
assignment will remain in the reasonable opinion of the Landlord no less
substantial in financial terms than the Tenant and any guarantor of the
Tenant (if any) were/was in aggregate at the date on which this Lease
was assigned or granted to the Tenant and at the Relevant Date (after
taking into account the value at that date of any other security for the
performance of the tenant covenants under this Lease by the Tenant);
"ACCEPTABLE SECURITY" means, at the Relevant Date, either:
(A) a cash deposit with or for the benefit of the Landlord of a
sum equal to the rents hereby reserved (plus VAT thereon) for the
last complete period of one year immediately preceding the
Relevant Date, and the execution by the Person providing such
deposit of a deed charging that cash deposit in favour of the
Landlord to secure the payment of the rents hereby reserved (such
deed to be in a form agreed between the Landlord and the assignee
or, in default of agreement, to be in a form to be settled by a
solicitor to be agreed between the Landlord, and the assignee or,
in default of agreement, to be nominated on the application of any
of them by the President for the time being of the City of London
Law Society or the person acting on his behalf); or
(B) a guarantee given by a Qualifying Person to the Landlord
substantially in the form of the Authorised Guarantee Agreement
with such amendments as may be necessary to adapt it to a
guarantee to the Landlord of an assignee's obligations in respect
of the tenant covenants of this Lease
PART 2
CIRCUMSTANCES WHERE ASSIGNMENT IS PROHIBITED AND LANDLORD'S CONSENT
MAY BE WITHHELD IN ACCORDANCE WITH CLAUSE 4.8.4(I)
1. Any sums due from the Tenant payable under this Lease are outstanding
2. In the Landlord's reasonable opinion there are material outstanding
breaches of any tenant covenant under this Lease or any personal
covenants undertaken by the Tenant
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3. In the Landlord's reasonable opinion the assignee is not a person who
is likely to be able to comply with the tenant covenants of this Lease
and to continue to be such a person following the assignment
4. The proposed assignee is not Qualifying Person
5. In the reasonable opinion of the Landlord the proposed assignment
will have a detrimental effect on the value of diminish or otherwise
adversely effect the Landlord's reversionary interest in the Demised
Premises or the Building on the assumption (whether or not a fact) that
the Landlord wishes to sell its interest the day following the
completion of the assignment of this Lease to the proposed assignee
6. The proposed assignment would have an adverse effect on the open
market value of the reversion immediately expectant on the determination
of the Term
PART 3
CONDITIONS SUBJECT TO WHICH ANY LICENSE OR CONSENT MAY BE GRANTED
IN ACCORDANCE WITH CLAUSE 4.8.4(II)
1. On or before any assignment and before giving occupation to the
assignee the Tenant and any person who then guarantees the obligations
of the Tenant (otherwise than under an Authorised Guarantee Agreement)
shall enter into an Authorised Guarantee Agreement; and
2. If so reasonably required by the Landlord the assignee shall, upon or
before any assignment and before taking occupation provide Acceptable
Security
3. In the event of an assignment by EuroGas (UK) Limited of ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ only and PROVIDED THAT the proposed assignee of EuroGas
(UK) Limited provides the Landlord with a cash deposit of a sum
equivalent to one year's rent passing at the time (plus VAT thereon) and
executes a deed charging that cash deposit in favour of the Landlord to
secure payment of the rents hereby reserved (such deed to be in a form
agreed between the Landlord and the assignee or, in default of
agreement, to be in a form to be settled by a solicitor to be agreed
between the Landlord, and the assignee or, in default of agreement, to
be nominated on the application of any of them by the President for the
time being of the City of London Law Society or the person acting on his
behalf) then EuroGas (UK) Limited shall not on such assignment be
required to enter into an Authorised Guarantee Agreement.
4. The Tenant assignee and any guarantor of the assignee shall complete
a licence to assign in such form as the Landlord reasonably requires
containing (inter alia) a covenant by the assignee with the Landlord to
pay the rents reserved by and to observe and perform all the covenants
on the part of the Tenant and conditions contained in this Lease from
the date of the assignment until such time as the assignee shall be
released pursuant to section 5 of the Landlord and Tenant (Covenants)
▇▇▇ ▇▇▇▇.
5. If the prospective assignee/guarantor is a foreign company the
Landlord has received a full legal opinion (in a form reasonably
acceptable to the Landlord) from a reputable firm of lawyers practicing
within the relevant jurisdiction confirming, among other things, that
the assignee/guarantor is properly constituted and solvent and of good
standing and that the terms of the Lease/guarantee may be fully enforced
against it
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PART 4
FORM OF AUTHORISED GUARANTEE AGREEMENT
DATED: , .
BETWEEN
(1) [ ] of [ ] whose registered office is at [ ] ("the
Guarantor") and
(2) [ ] of [ ] whose registered office is at [ ] ("the
Landlord")
WHEREAS
The Guarantor has agreed to assign the Lease (as defined below) to the
Assignee and this Deed shall take effect when the Lease is assigned to
the Assignee
WITNESSES as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 LANDLORD
"Landlord" includes the person in whom the reversion immediately
expectant on the determination of the Term is for the time being
vested
1.2 ASSIGNEE
"Assignee means [ ]
1.3 TERM
"Term means the term of years granted by the Lease
1.4 LEASE
"Lease" means a lease dated 2/11/1998 between (1) Scotdean Limited
(2) EuroGas (UK) Limited pursuant to which the Premises were
demised for a term of ten years from the 24 day of November 1998
subject to the payment of the rents reserved by and the observance
and performance of the covenants on the lessee's part and
conditions contained in the Lease and "Lease" includes all or any
deeds and documents supplemental to the Lease whether or not
expressed to be so.
1.5 PREMISES
"Premises" means the premises known as ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ as more particularly described in the Lease
1.6 GENDER
Words importing one gender import any other gender and words
importing the singular import the plural and vice versa.
2. THE GUARANTOR'S COVENANTS
The Guarantor covenants with the Landlord and without the need for any
express assignment with all the Landlord's successors in title as follows:
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2.1 PAYMENT
(i) that the Assignee will as well after as before any disclaimer
of the Lease, pay the rents and other amounts from time to time
payable under the Lease and will observe and perform obligations
on the part of the Assignee under the Lease; and
(ii) in case of default or delay on the part of the Assignee in
paying the rents and other amounts from time to time payable under
the Lease or in observing and performing the Assignee's
obligations under the Lease, the Guarantor will, by way of primary
obligation and not merely as guarantor or as collateral to the
Assignee's obligation, pay to the Landlord on demand any rent or
other amounts which ought to be paid or which are due and payable
under the Lease and on demand will make good an/or indemnify the
Landlord against any breaches of the Assignee's obligation under
the Lease, including all losses, damages, costs and expenses
arising or incurred by the Landlord.
2.2 PAYMENT FOLLOWING DISCLAIMER
If the Lease shall be disclaimed or forfeited, the Guarantor
shall pay to the Landlord on demand, an amount equal to the rents
and other amounts which would have been payable to the Landlord by
the Assignee under the Lease but for the disclaimer or forfeiture
for the period commencing with the date of the disclaimer and
ending on the earlier of the date of the notice specified in
clause 2.3 or the date (if any) upon which the rent receivable for
the Premises, following a reletting, is at least equivalent to the
Yearly Rent payable under this Lease immediately before the
disclaimer or forfeiture.
2.3 (i) the term will commence on the date of such notice and
expire on the date of the expiry of the Term
(ii) so far as there are any outstanding breaches of the
Assignee's obligations under the Lease the Landlord without
prejudice to its other remedies may require that such new lease
contain a covenant that they will be remedied promptly at the cost
of the Guarantor to the reasonable satisfaction of the Landlord
(iii) the Guarantor will on completion of such new lease
indemnify the Landlord against its costs in connection with the
grant of the new lease and any costs disbursements and value added
tax payable to any reversioner or other person interested in the
Premises in connection with the obtaining of any necessary
consent, approval or licence
3. PRIORITY
3.1 RANKING OF CLAIMS
The Guarantor will only be entitled to enforce its rights in
respect of any sums it pays or liabilities it incurs under this
Deed or otherwise arising from its observance performance or
discharge of the obligations on the part of the Guarantor after
all obligations of the Assignee under the Lease have been observed
and performed and discharged in full and until then the Guarantor
shall not
(i) seek to recover whether directly or by way of set-off
lien counterclaim or otherwise or accept any money or other
property or security or exercise any rights in respect of any sum
which may be or become due to the Guarantor on account of failure
by the Assignee to observe, perform or discharge its obligations
or on account of the obligations of the Guarantor under this Deed
form the Assignee or any third party;
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(ii) claim, prove or accept any payment in any composition
by or winding up or liquidation of the Assignee in competition
with the Landlord for any amount owing to the Guarantor by the
Assignee on any account;
(iii) exercise any right or remedy in respect of any amount
paid by the Guarantor under this Deed or any liability incurred by
the Guarantor in observing performing or discharging the
obligations on the part of the Assignee
3.2 WARRANTY
The Guarantor warrants that it has not taken and will not,
without the consent of the Landlord, take any security from the
Assignee in connection with the Guarantor's obligations under this
Deed and any such security so taken shall be held in trust for the
Landlord as security for the respective liabilities of the
Guarantor and the Assignee
4. SOLE OR PRINCIPAL DEBTOR
Without prejudice to the rights of the Landlord against the
Assignee as principal, the Guarantor, as a separate and
independent stipulation, agrees that any liability mentioned in
this Deed which may not be recoverable on the footing of a
guarantee whether by reason of any legal limitation, disability or
incapacity on or of the Assignee or any other fact or
circumstance, whether known to the Landlord or not, will
nevertheless be recoverable from the Guarantor as though it had
been incurred by the Guarantor and the Guarantor was the sole or
principal debtor in respect of it and will be paid by the
Guarantor on demand, together with interest at the Prescribed Rate
(as defined in the Lease) from the date of demand until payment.
5. IMMEDIATE RECOURSE
The provisions of this Deed are in addition to and not in
substitution for any other rights which the Landlord may have and
may be enforced against the Guarantor whether or not recourse has
been had to any such rights and whether or not any steps or
proceedings have been taken against the Assignee.
6. OBLIGATIONS TO SUBSIST
The rights of the Landlord and the obligations of the
Guarantor will continue to subsist notwithstanding:
(i) any neglect or forbearance by the Landlord endeavouring
to obtain payment of the rents reserved or other amounts payable
under the Lease or enforcing the observance and performance of the
Assignee's obligations or anytime which may be given to the Assignee;
(ii) any refusal by the Landlord to accept rent tendered by
or on behalf of the Assignee;
(iii) any variation in the Lease agreed between the Landlord
and the Assignee for the time being;
(iv) any disposition of the Landlord's reversion or any part
of it;
(v) the release of any one or more persons for the time
being constituting a surety or guarantor to the Landlord of the
Assignee's obligations under the Lease; or
(vi) any other act, omission, matter or thing by which (but
for this provision) the Guarantor would be exonerated, either
wholly or in part, from its obligations under this Deed, other
than a release under seal given by the Landlord.
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7. STATUTORY AVOIDANCE
No assurance, security or payment which may be avoided under
any statute nor any release, settlement or discharge of the
Guarantor which may have been given or made on the faith of any
such assurance, security or payment shall prejudice or affect the
right of the Landlord to recover from the Guarantor to the full
extent of the Guarantor's obligations under this Deed as if such
release settlement or discharge had not occurred.
8. DURATION OF LIABILITY
This Deed shall cease to have effect when the Assignee is
released form its obligations under the Lease by virtue of section
5 of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
9. NOTICES
Every notice, consent, request, demand or other communication
under this Deed shall be in writing delivered personally, by first
class pre-paid post or facsimile and shall be sent to the address
or facsimile number of the person concerned set out below in
respect of the Landlord and the Guarantor or to such other address
or facsimile number as is notified to it by the other party:
(i) in respect of the Landlord, to be delivered or sent to:
Address :
Attention :
Facsimile :
(ii) in respect of the Guarantor, to be delivered or sent to:
Address :
Attention :
Facsimile :
THE COMMON SEAL OF )
SCOTDEAN LIMITED )
was hereunto affixed in )
the presence of: )
Director: ___________________________
Secretary: ___________________________
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