1
EXHIBIT 10.8
DATED 19th April 1993
WAYBORN LEASING LIMITED
and
ICARUS SERVICES LIMITED
Original/
UNDERLEASE
relating to ▇▇▇▇▇ ▇ & ▇, ▇▇▇ ▇▇▇▇▇
The Graftons,
Stamford New Road,
Altrincham,
Greater Manchester.
▇▇▇▇ ▇▇▇▇▇▇▇ AND CO
Solicitors,
Altrincham.
2
IN THE ALTRINCHAM COUNTY COURT Plaint No.
IN THE MATTER OF The Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ as
amended by Section 5 of the Law of
Property ▇▇▇ ▇▇▇▇
AND IN THE MATTER OF A proposed Underlease of offices on the
4th floor and a License of three car
parking spaces on the Car Deck of The
Graftons Stamford New Road Altrincham
Greater Manchester
BETWEEN WAYBORN LEASING LIMITED
First Applicant
and
ICARUS SERVICES LIMITED
Second Applicant
UPON THE JOINT APPLICATION of the Applicants
IT IS ORDERED pursuant to Section 38 (4) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
(as amended by Section 5 of the Law of Property ▇▇▇ ▇▇▇▇ that the Applicants be
authorized to enter into an agreement to exclude the provisions of Section 24
to 28 (inclusive) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ as are set out in Clause
(7) of the proposed Underlease and in Clause 10 of the proposed License of the
above mentioned property intends to be granted by the First Applicant to the
Second Applicant a draft whereof is annexed to the original Originating
Application herein
Dated this 29 day of May 1992.
-----------------------
3
THIS UNDERLEASE made as a Deed the 19th day of April ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
LEASING LIMITED whose registered office is a Graftons Stamford New Road
Altrincham Greater Manchester ("the Landlord" which expression where the
context admits includes person for the time being entitled to the reversion
immediately expectant on the determination of the term hereby created) of the
one part and ICARUS SERVICES LIMITED whose registered office ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Tenant" which expression where the context admits
includes its successors in title of the other part
WITNESSETH:
1. IN this Lease
(1) All reference to statute (whether to a particular statute or
generally) include reference to any re-enactment or modification thereof for
the time being in force and to any bye-laws rules regulations and statutory
instruments made thereunder
(2) "the Building" means the building known as Office Tower The Graftons
Altrincham Greater Manchester
2. THE LANDLORD demises unto the Tenant ALL THOSE rooms or offices forming
part of the Fourth Floor area of the Building more particularly delineated and
edged red for the purpose of identification only on the plan annexed hereto
(all of which premises hereby demised are hereinafter called "the demised
premises" which expression includes all alterations and additions to and
rebuilding of the demised premises) being premises comprised in a Lease
(hereinafter called "the Head Lease") dated the 19th day of April 1993 and made
between Co-operative Insurance Society Limited (hereinafter called "the
Superior Landlord") of the one part and the Landlord of the other part TOGETHER
WITH the Landlord's fixtures and fittings in and upon the demised premises
("the Landlord's fixtures") AND TOGETHER WITH (in common with the Landlord and
all other persons entitled thereto) the right:
(a) for the purpose of gaining access to and from the demised premises to
use the entrance way stairs lifts and passages in the Building leading
from Stamford New Road and ▇▇▇▇▇▇ Street to the demised premises
(b) a right of way for all purposes over the passageway shown hatched red
on the plan annexed hereto
(c) to use the lavatories and washing facilities on the 4th floor (or such
other floor as the Landlord may from time to time reasonably allocate)
of the Building but subject to such regulations as the Landlord may
from time to time reasonably determine
(d) as a means of escape in case of emergency to use the fire escape
staircase serving the Building
4
(e) of support and the passage of all water soil gas electricity telephone
and other channels pipes drains sewers wires and cables now or at any
time during the term hereby created ("the term") upon through or under
other parts of the Building
EXCEPT AND RESERVING unto the Landlord the Superior Landlord and its lessees
tenants and licensees and other occupiers for the time being of other parts of
the Building the right:
(a) to the free and uninterrupted passage of water soil gas electricity
telephone and other services through and the right to connect with all
channels pipes drains sewers wires and cables now or at any time
during the term in or passing through or under the demised premises
for the supply of services to or the drainage of other parts of the
Building
(b) of entry into and upon the demised premises (but except in case of
emergency only at reasonable times in the daytime upon 24 hours
notice) with all necessary workmen contractors equipment tools and
appliances for the purpose of exercising the right aforesaid and for
the purpose of inspecting cleansing repairing altering maintaining
renewing and improving any channels pipes drains sewers wires and
cables nor or at any time during the term in or under the demised
premises and serving other parts of the Building and for the purpose
of repairing altering maintaining improving rebuilding and
reconstructing other parts of the Building and for the purpose of
carrying out any works comprised within the Landlord's and the
Superior Landlords obligations hereunder or (whether or not so
comprised) for which the Tenant is liable to make a contribution THE
Landlord the Superior Landlord or other persons exercising such rights
as soon as reasonably practicable making good to the reasonable
satisfaction of the Tenant all damage thereby occasioned to the
demised premises
(c) to build on or otherwise develop any adjacent or neighbouring land and
to rebuild or alter any adjacent or neighbouring building in any manner
and to let the same for any purpose and otherwise deal therewith
notwithstanding that the access of light or air to the demised premises
is thereby interfered with and
(d) of support and all other easements now or hereafter during the term
belonging to or enjoyed by other parts of the Building
(e) of entry into and through the demised premises in case of emergency
only for access to the fire escape serving the Building
TO HOLD unto the Tenant from the 10th day of May 1992 for a term expiring on
the 8th day of May 2002 (determined as hereinafter mentioned) SUBJECT to all
rights and easements or reputed easements (if any) which now affect the demised
premises or any part thereof YIELDING AND PAYING yearly and proportionately for
any fraction of a year
5
the rent ("the initial rent") of pound sterling 17,150.00 to be paid by equal
quarterly payments in advance the first payment being made on the date hereof
for the period from the 10th day of May 1992 to the quarter day next following
and ALSO YIELDING AND PAYING therefor the rent ("the additional rent")
calculated and to be paid in accordance with Clause 3 AND ALSO YIELDING AND
PAYING by way of service rent ("the service rent") 41% of the costs and
expenses reasonably and properly incurred attributed to the 4th floor of the
Building and levied on the Landlord in that respect by the Superior Landlord as
certified from time to time by the Superior Landlord's Agent or Management
Surveyor in complying with the covenants on its part contained in Clause 5(3)
of the Head Lease and otherwise in providing the services and in respect of the
matters set out in the First Schedule hereto such sums to be paid in arrear on
the quarter day next following each demand therefor by the Landlord ALSO
YIELDING AND PAYING by way of insurance rent ("the insurance rent")
(a) a fair and proper proportion as certified from time to time by the
Superior Landlord's Agents or Management Surveyor of the sum or sums
which the Superior Landlord may from time to time pay for insuring and
keeping insured the fourth floor of the Building and the Landlord's
fixtures therein and thereon against loss or damage by fire lightning
explosion storm tempest flood bursting or overflowing of water tanks
apparatus or pipes riot civil commotion strikes locked-out workers or
persons taking part in labor disturbances malicious persons aircraft
or other aerial devices and/or articles dropped therefrom earthquake
and impact and such other perils as the Superior Landlord may from
time to time reasonably deem necessary (subject only in the case of
each risk now or hereafter insured against to such exclusions and
limitations as may from time to time be usual in the case of insurance
on property in the nature of the Building) and the fixed plate glass
(if any) in the windows and doors of the Building against breakage
(all which risks are herein called "the insured risks") in the full
reinstatement value thereof and in a sum to cover the cost of shoring
demolition and site clearance and the fees of architects surveyors
clerks of works engineers and consultants calculated on such full
value at the current scales for the time being of the appropriate
professional bodies concerned and
(b) the whole of the cost of maintaining insurance against loss of the
initial rent and the additional rent or any part thereof by reason of
the insured risks in a sum equal to three times such rents
The insurance rent to be paid on the quarter day next following the
date upon which the premium or premiums in respect of such insurance
have been paid by the Landlord AND if the Superior Landlord (being an
insurance company) effects any such insurance with itself the premiums
therefor will be deemed to be the sums which it would from time to
time normally require if such insurance were effected by the Tenant
with the Superior Landlord ALL WHICH rents hereinbefore reserved are
herein together called "the rents"
6
3. (1) IN this Clause the following expressions have the meanings
respectively assigned to them:
(a) "rent period" means the period from the end of the fifth year of the
term until the date of expiration of the term;
(b) "revision date" means the date of commencement of the rent period;
and
(c) "yearly rental value" means the yearly rack rent at which the demised
premises could be let as a whole with vacant possession in the open
market:
(i) without taking any fine or premium;
(ii) disregarding any goodwill attached to the demised premises by
reason of any trade or business carried on there by the Tenant
or any sub-tenants and any authorized improvements made or
permitted by the Tenant other than in pursuance of an
obligation to the Landlord;
(iii) upon the assumption (whether or not a fact):
A. that the Tenant has complied in all respects with the
covenants on its part contained in this Lease;
and
B. that the Tenant can recover fully all input Value Added
Tax (or any similar additional or substituted tax from time to
time) which may be payable or chargeable on the rents or any
other payments arising under this Lease;
(iv) for a term of 10 years; and
(v) subject to all other terms of this Lease other than the amount
of the initial rent but including this present clause
(2) The additional rent payable under the rent period will be a yearly
rent the amount (if any) by which the yearly rental value of the demised
premises at the revision date exceeds the initial rent
(3) When the additional rent in respect of the rent period has been
ascertained the Landlord will serve upon the Tenant a notice demanding payment
thereof from the revision date to the quarter day next following the date of
service of the notice (credit being given for any additional rent already paid
in respect of the period) and the payment of the
7
additional rent to which the notice relates will together with interest thereon
at the rate specified in Clause 4(19) from the revision date to the date of
service of the notice be due and payable immediately upon the service thereof
and thereafter until or the expiration of the term the additional rent will be
payable in advance by equal quarterly payments on the four usual quarter days
in each year
(4) In default of agreement as to the yearly rental value at the revision
date or as to any of the sums or proportions relating to the service rent or
the insurance rent certified in accordance with this Lease the same will be
determined by a valuer who will act as an expert and not as an arbitrator and
whose costs will be within his award who will receive and consider any written
submissions which may be made by either of the parties and whose decision will
be binding on the Landlord and the Tenant and who will be appointed by them or
in default of appointment will be nominated at the request of either of them by
the President for the time being of the Royal Institution of Chartered
Surveyors
4. THE TENANT covenants with the Landlords:
(1) To pay the rents at the times and in the manner aforesaid
(2) Punctually to pay and discharge all rates taxes charges duties
assessments outgoings and impositions (whether or not in the nature of those
now in being) now or at any time during the term payable in respect of the
demised premises or any part thereof or the Landlord's or the Superior
Landlord's fixtures or payable by the owner or occupier of the demised premises
except tax payable as a result of any dealing with the reversion immediately
expectant on the determination of the term
(3) As to the Landlord's and the Superior Landlord's fixtures and the
internal work of the demised premises in the first fifth and in the last year
of the term to paint in a proper and workmanlike manner with two coats of good
quality and suitable paint all parts thereof usually painted and at such times
otherwise to treat well and appropriately all other parts thereof as previously
or usually treated in a proper and workmanlike manner with good and suitable
materials
(4) (a) To keep in good and tenantable repair and condition the
Landlord's and the Superior Landlord's fixtures and the interior of
the demised premises including the plaster and surface coverings of
the walls and ceilings and the floors (other than the structural slab
or beams on which the floors are laid or to which the ceilings are
attached) non-load bearing internal walls the windows and the glass
therein (other than external windows) the doors of and entrance doors
to the demised premises and all drainage soil sanitary water gas
electricity telephone and other service pipes wires cables and
apparatus in and outside the demised premises so far as the same serve
only the demised premises
8
PROVIDED that this paragraph does not have effect where damage results
from any of the insured risks and no insurance moneys are rendered
irrecoverable by the act neglect or default of the Tenant
(b) Upon being so required by the Landlord or the Superior
Landlord except in so far as the same falls within the service rent to
contribute a reasonable proportion of the costs and expenses of
executing the work of constructing repairing renewing rebuilding and
cleansing party walls fences gutters sewers drains roads pavements
staircases pipes wires cables apparatus and other things the use of
which is common to the demised premises and other premises or other
parts of the Building
(5) Not to make any structural alteration or addition in or to the demised
premises
(6) Except with the license in writing of the Landlord and the Superior
Landlord and in accordance with plans elevations and specifications previously
submitted to and approved by them and to their reasonable satisfaction not to:
(a) make any non-structural alteration or addition in or to the
demised premises nor make any alteration in the plan construction or
architectural appearance thereof
(b) cut or remove (except for the purpose of making good any
defect) the main walls or timbers or structural members of the
Building
(c) exhibit or suffer to be exhibited any advertisement as defined
by the Planning Acts (as hereinafter defined) upon or so as to be
visible from the exterior of the Building
(7) At its own expense to do or cause to be done upon or in respect of the
demised premises and the Landlord's and the Superior Landlord's fixtures all
works and things and give all notifications which are or may be necessary for
compliance with the requirements of all general or local Acts of Parliament for
the time being in force or which are or may be by any competent authority
directed or required to be done whether by the owner landlord tenant or
occupier of the demised premises AND in each case to indemnify the Landlord
against all actions proceedings costs claims and demands in respect thereof
PROVIDED that this sub-clause shall not place on the Tenant any obligation to
provide a fire escape from the Demised Premises
(8) Upon the receipt from a competent authority of any notice proposal for
a notice order requisition direction or other thing whether served directly on
the Tenant or not and affecting or likely to affect the demised premises or the
Landlord's or the Superior Landlord's fixtures or their interest in either of
them forthwith to deliver a copy thereof to the Landlord and at the request and
cost of the Landlord to make or join in making such objections and
representations in respect thereof as it may reasonably require
9
(9) In relation to the Planning Acts (which expression means the Town and
Country Planning Acts 1990 and includes all orders plans and directions made
and permissions licenses and consents given thereunder):
(a) not to do or omit or suffer to be done or omitted anything on
or in connection with the demised premises which contravenes the
Planning Acts or any conditions imposed thereunder
(b) not without the Landlords written consent (which will not be
withheld or delayed unreasonably) to apply for any permission under
the Planning Acts which affects the demised premises or its use
(c) if the Landlord consents to an application being made under
the Planning Acts:
(i) to give notice to the Landlord of the granting or
refusal of permission on the receipt thereof
(ii) if permission is granted subject to terms or
conditions to give the Landlord full particulars thereof and
not to do or permit anything pursuant to such permission
without the Landlord's written consent which will not be
unreasonably withheld
and
(iii) if the relevant authorities will agree to grant
permission only if the application is modified to give the
Landlord full particulars and if the Landlord reasonably
considers such modifications unacceptable to withdraw the
application
(d) In the event of such Planning Permission being granted to bear
the cost of all works or other things authorized thereby if and when
carried out
(e) to produce to the Landlord all plans documents or other
evidence which it may reasonably require in order to satisfy itself
that this sub-clause has been complied with
(f) to indemnify the Landlord against all actions proceedings
costs claims and demands arising out of or in connection with any of
the matters referred to in this sub-clause
(10) (a) Not to use or suffer to be used the demised premises except as
offices with ancillary storage accommodation PROVIDED that
notwithstanding the foregoing provisions of this paragraph the
Landlord does not give any warranty or make any
10
representation that either the said use is or any use to which the
Landlord may hereafter consent will be a permitted use within the
Planning Acts
(b) Not without the consent in writing of the Landlord to hold or
suffer to be held on the demised premises any sale by auction or any
public meeting or public exhibition
(c) Not to install or suffer to be installed on the demised
premises any machinery which is noisy or causes dangerous vibrations
or overloading of the floors walls or ceilings of the demised premises
(d) Not to do or suffer to be done on the demised premises
anything which is noisy or which may be or become an annoyance
nuisance or inconvenience to the Landlord or to the tenants or
occupiers of other parts of the Building or of adjoining or
neighboring premises
(e) Not to do or suffer to be done anything whereby any policy of
insurance on the Building against the insured risks may become void or
voidable or the rate of premium thereon may be increased and to repay
to the Landlord on demand all sums paid by way of increased premium
and expenses incurred by the Superior Landlord in or about the renewal
of any such policy rendered necessary by a breach of this covenant all
which payments will be included in the insurance rent
(f) Not to obstruct or leave any rubbish on any part of the
Building or any entrance thereto used by the Tenant in common with the
other occupiers of the Building
(g) Not to require access to the Building except between such
hours and on such days as may from time to time reasonably be
designated by the Landlord the Superior Landlord or their Agents and
at other times and on other days as may from time to time be
reasonably approved by the Landlord and the Superior Landlord and on
such reasonable conditions as they may require
(11) To permit the Landlord the Superior Landlord and their surveyors
agents workmen and others authorized by them at all reasonable hours in the
daytime (but except in case of emergency only upon 24 hours prior notice) to
enter upon the demised premises to:
(a) examine the state and condition thereof and of the Landlord's
and the Superior Landlord's fixtures and to give or leave notice in
writing at or upon the demised premises requiring the Tenant forthwith
to execute all repairs which are the liability of the Tenant
(b) ascertain whether any unauthorized additions or alterations
have been made therein or thereto and also whether any authorized
additions or alterations have been
11
carried out in accordance with the consents given by the Landlord the
Superior Landlord and any competent authority
(c) execute all repairs which the Tenant has failed to execute
within a reasonable time after a notice so to do given by the Landlord
or the Superior Landlord and the costs and expenses of such repairs
will be payable by the Tenant to the Landlord on the quarter day
following a demand therefor and will (in addition to any other
remedies available to the Landlord) be recoverable as rent in arrear
and
(d) take inventories of the Landlords and the Superior Landlord's
fixtures
(12) At the expense of the Tenant to:
(a) remove any erections additions or alterations made without or
not in accordance with the Landlord's and the Superior Landlord's
consent or in respect of which planning permission is revoked or
lapses
(b) comply with every order of any competent authority requiring
the removal of or other work in connection with such erections
additions or alterations and
(c) make good in all such eases all damage caused by such removal
or other work and to reinstate all parts of the demised premises
affected thereby
(13) Immediately upon becoming aware of the same to give notice to the
Landlord of any defect in or lack of repair of the demised premises or the
structural parts of the Building within or surrounding the demised premises
which might give rise to an obligation on the Landlord to do anything in order
to comply with its obligations under this Lease or the duty of care imposed on
the Landlord by the Defective Premises Act 1972 and to indemnify and keep
indemnified the Landlord from and against all actions proceedings costs claims
and demands which may arise as a result of the Tenant's failure to comply with
this sub-clause
(14) (a) To permit the Superior Landlord to exhibit on the exterior of the
demised premises:
(i) at any time during the term a notice board or notice
that the freehold reversion of the Building is for sale and
(ii) during the last 6 months of the term a notice board
or notice that the demised premises are to let
PROVIDED that such notice boards or notices will not be
affixed to the demised premises so as to interfere with the
business carried on there by the Tenant or any permitted
sub-tenant
12
(b) During such periods to permit all persons authorized in
writing by the Superior Landlord or its agents to view the demised
premises at reasonable hours in the daytime after giving not less than
24 hours written notice
(15) (a) To preserve and maintain all existing rights of light passage
drainage and other easements belonging to or used with the demised
premises
(b) Not knowingly or negligently to suffer any encroachment on or
new right or easement over the demised premises and forthwith upon
becoming aware thereof to notify the Landlord of any threatened
encroachment or attempt to acquire a new right or easement
(16) As often as may be necessary (but not less frequently than monthly) to
clean the inside of all the windows in the external walls of the demised
premises
(17) (a) Not to underlet or part with or share possession or occupation
of the whole or any part of the demised premises nor assign part only
thereof
(b) Not without the consent in writing of the Landlord and the
Superior Landlord (which will not be withheld unreasonably) to assign
the whole of the demised premises
PROVIDED that every permitted assignment (or the Landlord's and the
Superior Landlords license therefor) must contain a covenant by the
assignee not further to assign the demised premises without the
written consent of the Landlord and the Superior Landlord and to
observe and perform the covenants (including the covenant to pay the
rents) and the agreements in this Lease contained
(c) On an assignment to a limited company or other incorporated
body if the Landlord and the Superior Landlord reasonably so require
to procure that at least 2 Directors of the Company or body or some
other person or persons reasonably acceptable to the Landlord and the
Superior Landlord enter into direct covenants with the Landlord and
the Superior Landlord in the form set out in the Second Schedule
(d) Every application for a consent under paragraph (b) of this
sub-clause must be in writing and be accompanied by the following
relating to the proposed assignee:
(i) a bankers reference and an accountants or other
professional reference
(ii) if he has previously traded 2 trade references or in
the case of a company the then most recent audited
trading accounts
13
(iii) if he has not previously traded 2 references given by
responsible persons or bodies
(e) Within one month after any permitted assignment of the demised
premises to produce to the Landlord's and the Superior Landlord's
Solicitors for registration a certified copy of the instrument
effecting such assignment and to pay to the Landlord and the Superior
Landlord a registration fee of pound sterling 15 in respect of each
such instrument or counterpart
(18) (a) To pay all costs charges and expenses (including those of
Solicitors Counsel and Surveyors) reasonably incurred by the Landlord
in connection with the recovery of arrears of rent or for the purposes
of or incidental to the preparation and service of any notices or
proceedings under Section 146 or Section 147 of the Law of Property
▇▇▇ ▇▇▇▇ notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court
(b) To pay all costs charges and expenses of the Landlord and the
Superior Landlord (including those of Solicitors Counsel Architects
and Surveyors) reasonably incurred in connection with any application
for a consent or license under this Lease whether such consent or
license is granted or properly refused or the application therefor is
withdrawn
(19) In the case of any rent or other money payable hereunder by the Tenant
to the Landlord which is not paid within 14 days after the same is due and
payable to pay to the Landlord on demand from the due date until the date of
actual payment in addition to such rent or other money interest (calculated on
a daily basis) upon the amount thereof for the time being unpaid (as well after
as before any Judgment) at the rate of 4% above National Westminster Bank PLC
Base Lending Rate (or any similar lending rate which may replace the same) from
time to time in force Provided that this sub-Clause is without prejudice to the
right of re-entry herein contained or any other right or remedy available to
the Landlord
(20) To pay to the Landlord in addition to the rents and the fees and other
payments which may be payable by the Tenant pursuant to this Lease all Value
Added Tax (and any additional or substituted tax of a similar nature) at the
rate from time to time in force which may at any time be payable or charged in
respect of such rents fees and other payments
(21) In the event of a breach of any of the covenants agreements and
provisions herein contained or referred to by any person holding the demised
premises forthwith to take all steps and institute all proceedings necessary to
remedy such breach
(22) To indemnify the Landlord against all liability to any person or
authority incurred by reason of and all actions proceedings costs claims
expenses and demands relating to any of the following matters caused or
permitted by the Tenant:
14
(a) any defect in or the execution of any repairs or alterations
to or demolition or rebuilding of the demised premises or the
Landlord's and the Superior Landlord's fixtures
(b) the alleged interference with or obstruction of any right or
easement existing or alleged to exist for the benefit of other
premises over the demised premises
(c) the stoppage of any drains used in common with other parts of
the Building
(23) To comply with all reasonable regulations from time to time made by
the Superior Landlord or its Agents for the management or running of the
Building or the provision of facilities therefor
(24) At the determination of the term quietly to yield up to the Landlord
the demised premises and the Landlord's and the Superior Landlord's fixtures in
accordance in all respects with the Tenant's covenants herein contained and
with all locks keys and fastenings complete
5. THE LANDLORD covenants with the Tenant:
(1) That the Tenant paying the rents and performing and observing the
Tenant's covenants and the conditions and agreements herein contained may
peaceably hold the demised premises during the term without any interruption by
the Landlord or any person rightfully claiming under or in trust for it
(2) To indemnify and keep indemnified the Tenant against all claims and
demands which may be made against the Tenant by the Superior Landlord pursuant
to the covenants given by the Landlord to the Superior Landlord in the License
dated the 19th day of April 1993 save always insofar as the same arise from any
breach by the Tenant of the covenants on the part of the Tenant herein
contained
(3) To use its best endeavors to procure that the Superior Landlord
observes and performs its obligations or covenants conditions and agreements
more particularly mentioned in the Head Lease
(4) To take such action as the Tenant may reasonably require to ensure
performance and observance by the Superior Landlord of the Superior Landlord's
obligations covenants conditions and agreements on the part of the Superior
Landlord in the Head Lease or to recover any loss arising from any breach
thereof the Tenant bearing the costs or a reasonable proportion of the costs of
any such action so required
(5) To notify the Tenant of any breach of the obligations of the Superior
Landlord (as soon as the same comes to the Landlord's attention) relating to
the demised premises and
15
(without prejudice to the generality of the foregoing) in particular of any
failure of the Superior Landlord to maintain insurance in respect of the
demised premises
6. IT IS AGREED that: -
(1) If the rents or any part thereof are unpaid for 14 days after becoming
payable (whether formally demanded or not) or if the Tenant fails to perform or
observe any of the covenants conditions and agreements on its part herein
contained or if the tenant for the time being:
(a) being an individual becomes bankrupt
(b) has a receiver appointed of the whole or any part of the
property assets or undertaking of the Tenant or
(c) being a company enters into liquidation whether compulsory or
voluntary (except in voluntary liquidation for the purpose of
reconstruction or amalgamation) or becomes the subject of an
Administration Order or is struck off the Registrar of Companies
(d) enters into any arrangement or composition for the benefit of
the tenant's creditors or
(e) suffers any distress or execution to be levied on the demised
promises
then and in any of such cases it will be lawful for the Landlord or
any person or persons duly so authorized by it to re-enter upon the
demised premises or any part thereof in the name of the whole and
thereupon this demise will absolutely determine but without prejudice
to any right of action or remedy of the Landlord in respect of any
breach of the covenants on the Tenant's part herein contained
(2) The Landlord does not give any warranty or make any representation
that the Landlord's and the Superior Landlord's fixtures are in good working
order and condition and free from defects and the Tenant will in such respects
rely upon its own inspection and knowledge
(3) If the Building or the demised premises or any part thereof are
destroyed or damaged by any of the insured risks so as to render the demised
premises or any part thereof unfit for use then unless payment of any moneys
payable under any policy of insurance is refused either in whole or in part by
reason of the act neglect or default of the Tenant the rents or a fair
proportion thereof according to the nature and extent of the damage sustained
will be suspended until the demised premises are again rendered fit for use
16
(4) Notwithstanding anything herein contained the Landlord and all persons
authorized by it will have power without obtaining any consent from or making
any compensation to the Tenant to deal as it or they may think fit with any of
the premises adjacent or near to the demised premises and to erect or suffer to
be erected upon such adjacent or nearby premises any buildings whatsoever
whether or not such buildings affect or diminish the light and air which may
now or at any time during the term be enjoyed by the Tenant or other the
6 occupiers of the demised premises
(5) Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as amended by the Recorded
Delivery Service ▇▇▇ ▇▇▇▇ applies to all notices served hereunder
(6) If any dispute for the determination of which no express provision is
hereby made arises between the parties concerning their respective rights or
liabilities or the construction or effect of this Lease or otherwise in
connection with the demised premises then such dispute will at the request of
either of the parties be referred for the decision of a single arbitrator who
(if the parties are unable to agree upon one) will be nominated by the
President for the time being of the Royal Institution of Chartered Surveyors in
accordance with the Arbitration Acts 1950 and 1979
(7) Having been authorized to do so by an Order of the Altrincham County
Court on the 29th day of May 1992 under the provisions of Section 38(4) of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the parties hereto agree that the provisions of
Sections 24 to 28 (inclusive) of that Act shall be excluded in relation to the
Lease hereby created
(8) (a) The Tenant may determine the term by not less than 7 months
written notice to the Landlord to expire on the 10th day of May 1997
and upon the expiration of such Notice under this sub-Clause this
Lease and everything herein contained will cease and determine but
without prejudice to any claim by either party in respect of any
antecedent breach of this Lease
(b) The Landlord may determine this Lease by not less than 6
months written notice to the Tenant to expire on the 10th day of May
1997 and upon the expiration of such Notice under this sub-Clause this
Lease and everything herein contained will cease and determine but
without prejudice to any claim by either party in respect of any
antecedent breach of this Lease
IN WITNESS whereof the parties hereto have caused their respective
Common Seals to be affixed the day and year first before written
17
THE FIRST SCHEDULE before referred to
1. STAFF
(1) The provision of such non-resident caretaking and security
staff as the Superior Landlord may reasonably consider to be necessary either
by direct or contract labor including the cost of wages National Insurance
Contributions and other statutory payments and pension scheme payments
(2) The cost of providing non-residential accommodation for staff
including rent rates electricity heating repairs maintenance decoration
telephone water rates and other payments in respect of such accommodation
(3) The cost of providing staff with proper and adequate uniforms
protective clothing and equipment to enable them to fulfil effectively the
duties allocated to them
2. EXTERIOR AND STRUCTURE
(1) The maintenance repair and renewal of the exterior the main structure
the foundations and the roof of the Building the internal load bearing walls
the floor and ceiling slabs or joists load bearing pillars window frames and
glass therein main drains and boundary walls
(2) External redecoration including where appropriate external cleaning
(3) The inspection of and obtaining or reports upon the Building
(including the foundations)
3. COMMON PARTS
(1) The cost of keeping free of obstruction cleaning lighting heating
maintaining insuring repairing redecorating and improving the interior common
parts of the Building together with the cost of any necessary equipment and
materials including all floor and wall coverings and the cost of accommodation
for the storage of such materials and all flowers plants and other suitable
decorative objects and materials
(2) The cleaning maintenance repair and renewal of all common mains
services drains pipes sewers cables wires and apparatus
(3) The cost of providing towels toilet requisites and other necessary
sanitary equipment to the toilets in the Building used in common by the
occupiers
18
4. LIFTS
The cost of providing lifts and hoists including the insurance maintenance and
repair renewal and decoration of the same and of fall shafts plant and
machinery related thereto
5. HEATING
The cost of heating and providing hot water for the demised premises the fuel
consumed and the cost of insuring maintaining repairing renewing and
redecorating the ducting plant machinery and equipment including boilers pipes
and radiators related thereto
6. FIRE AND SECURITY PRECAUTIONS
The cost of providing maintaining testing repairing and renewing such fire
fighting and protection equipment and security equipment as may be necessary
for the Building including fire alarms fire hoses sprinklers extinguishers and
other equipment together with if necessary the cost of supplying water thereto
7. STATUES
The cost of complying with the provisions of the Fire Precautions ▇▇▇ ▇▇▇▇ the
Health and Safety at Work Etc.Act 1974 and any similar present or future
enactments insofar as they relate to the common parts or the lower ground floor
of the Building (including the maintenance of window cleaning cradles and
related equipment and the provision of eyebolts)
8. WINDOW CLEANING
The cost of cleaning all outside surfaces of the glass in the windows of the
Building and the inside and outside surfaces of the glass in the windows of the
common parts
9. REFUSE DISPOSAL
The cost of storage collection and removal of trade and other refuse from the
Building
10. RESERVE FUND
A reasonable and proper provision for the equalization of any expenditure
arising other than annually in respect of any of the matters referred to in
this Schedule
11. WATER METERS
The cost of providing where necessary water meters and of reading the same
together with the cost of water consumed and charged to the Superior Landlord's
meters
19
12. PEST CONTROL
The cost of controlling pests and preventing infestation of any kind
13. MANAGEMENT FEES
The proper fees of the Superior Landlord's Agents (or if the Superior Landlord
manages the Building itself such reasonable fees as Agents would be entitled to
charge) for the management of the Building
14. MISCELLANEOUS
All other expenses reasonably and properly incurred by the Superior Landlord in
or incidental to or for the purpose of providing and maintaining the existing
and additional services facilities and amenities of the Building
15. ACCOUNTS
All costs fees and expenses reasonably and properly incurred in providing such
accounts relating to and explanations of the amounts of the service rent as may
from time to time be required by the tenants of the Building
16. VALUE ADDED TAX
All Value Added Tax or other similar tax payable by the Superior Landlord or
for which the Superior Landlord is accountable in respect of any amounts
payable under this Schedule
17. INTERPRETATION
Unless the contrary is stated no expression or provision in this Schedule is
intended to limit or to be limited by any other expression or provision hereof
THE SECOND SCHEDULE before referred to
THE Sureties Jointly and severally covenant with the Landlord that:
(1) The Assignee will pay the rents on the days and in manner provided by
the Lease and will perform and observe all the tenant's covenants and the
Conditions and agreements therein contained
(2) In case of default in such payments performance or observance as
aforesaid the Sureties will on demand pay and make good to the Landlord all
losses and damages suffered
20
and costs and expenses incurred by the Landlord by reason of any such default
PROVIDED that any neglect or forbearance of the Landlord in endeavoring to
obtain any such payment or enforcing such observance or performance and any
time which the Landlord may give to the Assignee will not release or in any way
affect the liability of the Sureties under this covenant
(3) If the Assignee enters into liquidation and the liquidator disclaims
the Lease and if the Landlord within three months after such disclaimer by
notice in writing so requires the Sureties will accept a Lease of the demised
premises for a term commencing on the date of such disclaimer and expiring on
the date on which the term of the Lease would have expired by effluxion of time
and at the like rents and containing the like covenants conditions and
agreements in all respects
(4) Sub-Clauses (1) and (2) of this Clause will also have effect after the
expiration of the term of the Lease throughout any period during which the
Assignee occupies the demised premises and they will also relate to any sums
greater than the rents which the Assignee may become liable to pay in respect
of any such period for use and occupation of the demised premises
THE COMMON SEAL of
WAYBORN LEASING LIMITED
was hereunto affixed
in the presence of: -
Director.
/s/
--------------------------
Secretary.
/s/
--------------------------
21
DATED 19th April 1993
WAYBORN LEASING LIMITED
to
ICARUS SERVICES LIMITED
Original/
UNDERLEASE
of First Floor Storeroom,
The Graftons, Stamford New Road, Altrincham,
Greater Manchester.
▇▇▇▇ ▇▇▇▇▇▇▇ AND CO
Solicitors,
Altrincham.
22
IN THE ALTRINCHAM COUNTY COURT Plaint No.
IN THE MATTER OF The Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ as
amended by Section 5 of the Law of
Property ▇▇▇ ▇▇▇▇
AND IN THE MATTER OF A proposed Underlease of the First
Floor Storeroom at The Graftons
Stamford New Road Altrincham Greater
Manchester
BETWEEN WAYBORN LEASING LIMITED
First Applicant
and
ICARUS SERVICES LIMITED
Second Applicant
UPON The JOINT APPLICATION of the Applicants
IT IS ORDERED pursuant to Section 38 (4) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
(as amended by Section 5 of the Law of Property ▇▇▇ ▇▇▇▇ that the Applicants be
authorized to enter into an agreement to exclude the provisions of Section 24
to 28 (inclusive) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ as is set out in Clause
(7) of the proposed Underlease of the above mentioned property intended to be
granted by the First Applicant to the Second Applicant a draft whereof is
annexed to the original Originating Application herein
Dated this 21st day of October 1992.
Registrar. /s/
--------------------
23
THIS LEASE made as a Deed the 19th day of April ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LEASING
LIMITED whose registered office is at The Graftons Stamford ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("the Landlord" which expression where the context
admits includes the person for the time being entitled to the reversion
immediately expectant on the determination of the term hereby created) of the
one part and ICARUS SERVICES LIMITED whose registered office is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Tenant" which expression where the context admits
includes its successors in title) of the other part
WITNESSETH: -
1. IN this Lease
(1) All references to statute (whether to a particular statute or
generally) include reference to any re-enactment or modification thereof for
the time being in force and to any bylaws rules regulations and statutory
instruments made thereunder
(2) "the Building" means the buildings comprising The Graftons Shopping
Precinct Altrincham Greater Manchester
2. THE Landlord demises unto the Tenant ALL THAT the storeroom at first floor
level forming part of the Building edged red on the plan annexed hereto All
which premises hereby demised are herein called "the Demised Premises" (which
expression includes all alterations and additions to and rebuilding of the
Demised Premises comprised in a Lease (hereinafter called "the Headlease" dated
the 19th day of April 1993 and made between Co-operative Insurance Society
Limited (hereinafter called "the Head Landlord" of the one part and the
Landlord of the other part TOGETHER WITH the Landlord's and Head Landlord's
fixtures and fittings in and upon the Demised Premises ("the Landlord's
fixtures") AND TOGETHER WITH (in common with the Landlord Head Landlord and all
other persons entitled thereto) the right: -
(a) for the purpose of gaining access to and from the Demised Premises on
foot only to use the entrance way stairs lifts and passages in the
Building leading from Stamford New Road and ▇▇▇▇▇▇ Street to the
Demised Premises
(b) in connection with the permitted use of the Demised Premises to use
with vehicles only the ramp bridge and service area at the first floor
level of the Building
(c) to the free and uninterrupted use of and the right to connect with all
water soil gas electricity telephone and other channels pipes drains
sewers wires and cables now or at any time during the term hereby
created ("the term") upon through or under other parts of the building
24
(d) of entry into and upon other parts of the Building (but except in case
of emergency only at reasonable times in the daytime upon 48 hours
notice) with all necessary workmen contractors equipment tools and
appliances for the purpose of inspecting cleansing repairing altering
maintaining renewing and improving any channels pipes drains sewers
wires and cables serving exclusively the Demised Premises and now or
at any time during the term in or under other parts of the Building
and for the purpose of carrying out any works comprised within the
Tenant's obligations herein contained which cannot otherwise be
carried out the Tenant causing as little inconvenience as possible to
the other occupiers of the Building and as soon as possible making
good to the reasonable satisfaction of the Landlord the Head Landlord
and the occupiers of such parts of the Building all damage occasioned
thereby and
(e) of support for the demised premises
EXCEPTING AND RESERVING unto the Landlord the Head Landlord and its lessees
tenants and licensees and other occupiers for the time being of the other parts
of the Building the right: -
(a) to the free and uninterrupted passage of water soil gas electricity
telephone and other services through and the right to connect with all
channels pipes drains sewers wires and cables now or at any time
during the term in or passing through or under the Demised Premises
for the supply of services to or the drainage of other parts of the
Building
(b) of entry into and upon the Demised Premises (but except in case of
emergency only at reasonable times in the daytime upon 24 hours
notice) with all necessary workmen contractors equipment tools and
appliances for the purpose of exercising the rights aforesaid and for
the purpose of inspecting cleansing repairing altering maintaining
renewing and improving any channels pipes drains sewers wires and
cables now or at any time during the term in or under the Demised
Premises and serving other parts of the Building and for the purpose
of repairing altering maintaining improving rebuilding and
reconstructing other parts of the Building and for the purpose of
carrying out any works comprised within the Landlord's obligations
hereunder or (whether or not so comprised) for which the Tenant is
liable to make a contribution THE Landlord the Head Landlord or other
person exercising such rights as soon as reasonably practicable making
good to the reasonable satisfaction of the Tenant all damage thereby
occasioned to the Demised Premises
(c) to build on or otherwise develop any adjacent or neighboring land and
to rebuild or alter any adjacent or neighboring building in any manner
and to let the same for any purpose and otherwise deal therewith
notwithstanding that the access of light or air to the Demised
Premises is thereby interfered with and
25
(d) of support and all other easements now or hereafter during the term
belonging to or enjoyed by other parts of the Building
TO HOLD unto the Tenant from the 10th day of May 1992 for a term of years
expiring on the 2nd day of March 1997 SUBJECT to all rights and easements or
reputed easements (if any) which now affect the Demised Premises or any part
thereof YIELDING AND PAYING yearly and proportionately for any fraction of a
year the rent ("the Rent") of pound sterling 1,850.00 (inclusive of all Service
Charges and buildings insurance) to be paid by equal quarterly payments in
advance the first payment being made on the date hereof for the period from the
day of 1992 to the quarter day next following the date hereof and subsequent
payments to be made on the four usual quarter days in each year
3. THE Tenant covenants with the Landlord: -
(1) To pay the Rent at the times and in the manner aforesaid
(2) Punctually to pay and discharge all rates taxes charges duties
assessments outgoings and impositions (whether or not in the nature of those
now in being) now or at any time during the term payable in respect of the
Demised Premises or any part thereof or the Landlord's fixtures or payable by
the owner or occupier of the Demised Premises except tax payable as a result of
any dealing with the reversion immediately expectant on the determination of
the term
(3) As to the Landlord's fixtures and the internal work of the Demised
Promises in the last year of the term to paint in a proper and workmanlike
manner with two coats of good quality and suitable paint all parts thereof
usually painted and at such time otherwise to treat well and appropriately all
other parts thereof as previously or usually treated in a proper and
workmanlike manner with good and suitable materials
(4) (a) To keep in good and tenantable repair and condition the
Landlord's fixtures and the interior of the Demised Premises including
the plaster and surface coverings of the walls and ceilings and the
floors (other than the structural slab or beams on which the floors
are laid or to which the ceilings are attached) non-load bearing
internal walls the windows and the glass therein (other than external
windows) the doors of and entrance doors to the Demised Premises and
all drainage soil sanitary water gas electricity telephone and other
service pipes wires cables and apparatus in and outside the Demised
Premises so far as the same serve only the Demised Premises PROVIDED
that this paragraph does not have effect where damage results from any
of the Insured Risks covered by the buildings insurance effected by
the Head Landlord and no Insurance moneys are rendered irrevocable by
the act neglect or default of the Tenant
(b) Upon being so required by the Landlord to contribute a
reasonable proportion of the costs and expenses of executing the work
of constructing repairing renewing
26
rebuilding and cleansing party walls fences gutters sewers drains
roads pavements staircases pipes wires cables apparatus and other
things the use of which is common to the Demised premises and other
premises or other parts of the Building
(5) Not to: -
(a) make any alteration or addition in or to the Demised premises
nor make any alteration in the plan or construction thereof
(b) cut or remove (except for the purpose of making good any
defect) the main walls or timbers or structural members of the
Building
(c) exhibit or suffer to be exhibited any advertisement as defined
by the Planning Acts (as hereinafter defined) upon or so as to be
visible from the exterior of the Building
(6) At its own expense to do or cause to be done upon or in respect of the
Demised Premises and the Landlord's fixtures all works and things and give all
notifications which are or may be necessary for compliance with the
requirements of all general or local Acts of Parliament for the time being in
force or which are or may be by any competent authority directed or required to
be done whether by the owner landlord tenant or occupier of the Demised
Premises AND in each case to indemnify the Landlord against all actions
proceedings costs claims and demands in respect thereof
(7) Upon the receipt from a competent authority of any notice proposal for
a notice order requisition direction or other thing whether served directly on
the Tenant or not and affecting or likely to affect the Demised Premises or the
Landlord's fixtures or the Landlord's or Head Landlord's interest in either of
them forthwith to deliver a copy thereof to the Landlord and at the request and
cost of the Landlord to make or join in making such objections and
representations in respect thereof as it may reasonably require
(8) In relation to the Planning Acts (which expression means the Town and
Country Planning ▇▇▇ ▇▇▇▇ the Planning (Listed Buildings and Conservation
Areas) ▇▇▇ ▇▇▇▇ the Planning (Hazardous Substances) ▇▇▇ ▇▇▇▇ and the Planning
and Compensation ▇▇▇ ▇▇▇▇ and includes all orders plans and directions made and
permissions licenses and consents given thereunder): -
(a) not to do or omit or suffer to be done or omitted anything on
or in connection with the Demised Premises which contravenes the
Planning Acts or any conditions imposed thereunder
(b) not to apply for any permission under the Planning Acts which
affects the Demised Premises or its use
27
(c) to indemnify the Landlord against all actions proceedings
costs claims and demands arising out of or in connection with any of
the matters referred to in this sub-clause
(9) (a) Not to use or suffer to be used the Demised Premises except as
storage accommodation PROVIDED that notwithstanding the foregoing
provisions of this paragraph the Landlord does not give any warranty
or make any representation that either the said use is or any use to
which the Landlord may hereafter consent will be a permitted use
within the Planning Acts
(b) Not to hold or suffer to be held on the Demised Premises any
sale by auction or any public meeting or public exhibition
(c) Not to install or suffer to be installed on the Demised
Premises any machinery which is noisy or causes dangerous vibrations
or overloading of the floors walls or ceilings of the Demised Premises
(d) Not to do or suffer to be done on the Demised Premises
anything which is noisy or which may be or become an annoyance
nuisance or inconvenience to the Landlord or to the tenants or
occupiers of other parts of the Building or of adjoining or
neighbouring premises
(e) Not to do or suffer to be done anything whereby any policy of
insurance on the Building against the Insured Risks may become void or
voidable or the rate of premium thereon may be increased and to repay
to the Landlord on demand all sums paid by way of increased premium
and expenses incurred by the Landlord in or about the renewal of any
such policy rendered necessary by a breach of this covenant
(f) Not to obstruct or leave any rubbish on any part of the
Building or any entrance thereto used by the Tenant in common with the
other occupiers of the Building
(g) Not to require access to the common parts of the Building
except between such hours and on such days as may from time to time
reasonably be designated by the Landlord or its Agents and at other
times and on other days as may from time to time be reasonably
approved by the Landlord and on such reasonable conditions as the
Landlord may require
(10) To permit the Landlord the Head Landlord their surveyors agents
workmen and others authorized by them at all reasonable hours in the daytime
(but except in case of emergency only upon 24 hours prior notice) to enter upon
the Demised Premises to:-
28
(a) examine the state and condition thereof and of the Landlord's fixtures
and to give or leave notice in writing at or upon the Demised Premises
requiring the Tenant forthwith to execute all repairs which are the
liability of the Tenant
(b) ascertain whether any unauthorized additions or alterations have been
made therein or thereto and also whether any authorized additions or
alterations have been carried out in accordance with the consents
given by the Landlord and any competent authority
(c) execute all repairs which the Tenant has failed to execute within a
reasonable time after a notice so to do given by the Landlord and the
costs and expenses of such repairs will be payable by the Tenant to
the Landlord on the quarter day following a demand therefor and will
(in addition to any other remedies available to the Landlord) be
recoverable as rent in arrear and
(d) take inventories of the Landlord's fixtures
(11) At the expense of the Tenant to: -
(a) remove any erections additions or alterations made without or
not in accordance with the Landlord's consent or in respect of which
Planning Permission is revoked or lapses
(b) comply with every order of any competent authority requiring
the removal of or other work in connection with such erections
additions or alterations and
(c) make good in all such cases all damage caused by such removal
or other work and to reinstate all parts of the Demised Premises
affected thereby
(12) Immediately upon becoming aware of the same to give notice to the
Landlord of any defect in or lack of repair of the Demised Premises or the
structural parts of the Building within or surrounding the Demised Premises
which might give rise to an obligation on the Landlord to do anything in order
to comply with its obligations under this Lease or the duty of care imposed on
the Landlord by the Defective Premises ▇▇▇ ▇▇▇▇
(13) During the last six months of the term to permit all persons
authorised in writing by the Landlord the Head Landlord or their agents to view
the Demised Premises at reasonable hours in the daytime after giving not less
than 24 hours written notice
(14) (a) To preserve and maintain all existing rights of light passage
drainage and other easements belonging to or used with the Demised
Premises
(b) Not knowingly or negligently to suffer any encroachment on or
new right or easement over the Demised Premises and forthwith upon
becoming aware thereof
29
to notify the Landlord of any threatened encroachment or attempt to
acquire a new right or easement
(15) As often as may be necessary (but not less frequently than monthly) to
clean the inside and outside of the window in the Demised Premises
(16) (a) Not to assign underlet or part with or share possession or
occupation of part only of the Demised Premises
(b) Not without the consent in writing of the Landlord and the
Head Landlord (which will not be withheld unreasonably) to assign
underlet or part with or share possession or occupation of the whole
of the Demised Premises PROVIDED that every Underlease or Tenancy
Agreement or other document permitting possession or occupation
(howsoever remote) must:-:-
(i) be granted without taking any fine or premium and be at the
open market rental value at the date thereof and
(ii) (unless the same is contained in the Landlord's license
therefor) contain a covenant expressed to be made with the Landlord to
observe and perform the Tenant's covenants (except for payment of
rent) and the agreements in this Lease contained including in
particular a covenant not without the Landlord's written consent to
assign underlet or part with or share possession or occupation of the
Demised Premises
AND PROVIDED that every permitted Assignment (or the Landlord's and Head
Landlord's License therefor) must contain a covenant by the assignee not further
to assign the Demised Premises without the written consent of the Landlord and
the Head Landlord and to observe and perform the covenants (including the
covenant to pay the rents) and the agreements in this Lease contained
(c) On an Assignment to a Limited Company or other incorporated
body if the Landlord reasonably so requires to procure that two
Directors of the Company or body or some other person or persons
reasonably acceptable to the Landlord enter into direct covenants with
the Landlord in the form set out in the Schedule hereto
(d) Every application for a consent under paragraph (b) of this
sub-clause must be in writing and be accompanied by the following
relating to the proposed assignee underlessee tenant or grantee:-
(i) a bankers reference and an accountants or other
professional reference
(ii) if he has previously traded two trade references or
in the case of a Company the then most recent audited trading
accounts
30
(iii) if he has not previously traded two references given
by responsible persons or bodies
(e) Within one month after any permitted assignment or howsoever
remote) any underlease or parting with or sharing of possession or
occupation or any devolution of the Demised Premises to produce to the
Landlord's Solicitor for registration a certified copy of the
instrument effecting such assignment underletting or parting with or
sharing of possession or occupation or devolution and to pay to the
Landlord a registration fee of pound sterling 15 in respect of each
such instrument or counterpart
(17) (a) To pay all costs charges and expenses (including those of
Solicitors Counsel and Surveyors) reasonably incurred by the Landlord
in connection with the recovery of arrears of rent or for the purposes
of or incidental to the preparation and service of any notices or
proceedings under Section 146 or Section 147 of the Law of Property
▇▇▇ ▇▇▇▇ notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court
(b) To pay all costs charges and expenses of the Landlord
(including those of Solicitors Counsel Architects and Surveyors)
reasonably incurred in connection with any application for a consent
or license under this Lease whether such consent or license is granted
or properly refused or the application therefor is withdrawn
(18) In the case of any rent or other money payable hereunder by Tenant to
the Landlord which is not paid within 14 days after the same is due and payable
to pay to the Landlord on demand from the due date until the date of actual
payment in addition to such rent or other money interest (calculated on a daily
basis) upon the amount thereof for the time being unpaid (as well after as
before any judgment) at the rate of 2% above National Westminster Bank Plc Base
Lending Rate (or any similar lending rate which may replace the same) from time
to time in force PROVIDED that this sub-clause is without prejudice to the
right of re-entry herein contained or any other right or remedy available to
the Landlord
(19) To pay to the Landlord in addition to the Rent and the fees and other
payments which may be payable by the Tenant pursuant to this Lease all Value
Added Tax (and any additional or substituted tax of a similar nature) at the
rate from time to time in force which may at any time be payable or charged in
respect of such rent fees and other payments
(20) In the event of a breach of any of the covenants agreements and
provisions herein contained or referred to by any person holding the Demised
Premises or any part thereof as underlessee tenant or licensee of the Tenant
forthwith to take all steps and institute all proceedings necessary to remedy
such breach
31
(21) To indemnify the Landlord against all liability to any person or
authority incurred by reason of and all actions proceedings costs claims
expenses and demands relating to any of the following matters caused or
permitted by the Tenant: -
(a) any defect in or the execution of any repairs or alterations
to or demolition or rebuilding of the Demised Premises or the
Landlord's fixtures
(b) the alleged interference with or obstruction of any right or
easement existing or alleged to exist for the benefit of other
premises over the Demised Premises
(c) the stoppage of any drains used in common with other parts of
the Building
(22) To comply with all reasonable regulations from time to time made by
the Landlord the Head Landlord or other Agents for the management or running of
the Building or the provision of facilities therefor
(23) At the determination of the term quietly to yield up to the Landlord
the Demised Premises and the Landlord's fixtures in accordance in all respects
with the Tenant's covenants herein contained and with all locks keys and
fastenings complete
4. THE Landlord covenants with the Tenant:-
(1) That the Tenant paying the Rent and performing and observing the
Tenant's covenants and the conditions and agreements herein contained may
peaceably hold the Demised Premises during the term without any interruption by
the Landlord or any person rightfully claiming under or in trust for it
(2) To indemnify and keep indemnified the Tenant against all claims and
demands which may be made against the Tenant by the Superior Landlord pursuant
to the covenants given by the Landlord to the Superior Landlord in a License
dated the 19th day of April 1993 save always insofar as the same arise from any
breach by the Tenant of the covenants on the part of the Tenant herein
contained
(3) To use its best endeavors to procure that the Superior Landlord
observes and performs its obligations or covenants conditions and agreements
more particularly mentioned in the Head Lease
(4) To take such action as the Tenant may reasonably require to ensure
performance and observance by the Superior Landlord of the Superior Landlord's
obligations covenants conditions and Agreements on the part of the Superior
Landlord in the Head Lease or to recover any loss arising from any breach
thereof the Tenant bearing the costs or reasonable proportion of the costs of
any such action so required
32
(5) To notify the Tenant of any breach of the obligations of the Head
Landlord (as soon as the same comes to the Landlord's attention) relating to
the Demised Premises and (without prejudice to the generality of the foregoing)
in particular of any failure of the Superior Landlord to maintain Insurance in
respect of the Demised Premises
5. IT IS AGREED that:-
(1) If the Rents or any part thereof are unpaid for 14 days after becoming
payable (whether formally demanded or not) or if the Tenant fails to perform or
observe any of the covenants conditions and agreements on its part herein
contained or if the tenant for the time being:-
(a) being an individual becomes bankrupt
(b) has a receiver appointed of the whole or any part of the
property assets or undertaking of the Tenant or
(c) being a Company enters into liquidation whether compulsory or
voluntary (except a voluntary liquidation for the purpose of
reconstruction or amalgamation) or becomes the subject of an
Administration Order or is struck off the Register of Companies or
(d) enters into any arrangement or composition for the benefit of
the Tenant's creditors or
(e) suffers any distress or execution to be levied on the Demised
Premises
then and in any of such case it will be lawful for the Landlord or any person
or persons duly so authorized by it to re-enter upon the Demised Premises or
any part thereof in the name of the whole and thereupon this demise will
absolutely determine but without prejudice to any right of action or remedy of
the Landlord in respect of any breach of the covenants on the Tenant's part
herein contained
(2) The Landlord does not give any warranty or make any representation
that the Landlord's fixtures are in good working order and condition and free
from defects and the Tenant will in such respects rely upon its own inspection
and knowledge
(3) If the Building or the Demised Premises or any part thereof are
destroyed or damaged by any of the Insured Risks so as to render the Demised
Premises or any part thereof unfit for use then unless payment of any moneys
payable under any Policy of Insurance is refused either in whole or in part by
reason of the act neglect or default of the Tenant the Rent or a fair
proportion thereof according to the nature and extent of the damage sustained
will be suspended until the Demised Premises are again rendered fit for use
33
(4) Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as amended by the Recorded
Delivery Service ▇▇▇ ▇▇▇▇ applies to all notices served hereunder
(5) If any dispute for the determination of which no express provision is
hereby made arises between the parties concerning their respective rights or
liabilities or the construction or effect of this Lease or otherwise in
connection with the Demised Premises then such dispute will at the request of
either of the parties be referred for the decision of a single arbitrator who
(if the parties are unable to agree upon one) will be nominated by the
President for the time being of the Royal Institution of Chartered Surveyors in
accordance with the Arbitration Acts 1950 and 1979
(6) (a) In the event of the loss or destruction of or substantial
damage to the Building from whatever cause the Landlord may determine
the term by three months notice to expire at any time
(b) If the Head Landlord wishes to demolish or reconstruct the
Building or the Demised Premises or part thereof or to carry out work
of construction or refurbishment on the Building or the Demised
Premises the Landlord may determine the term by not less than five
months notice to the Tenant to expire on or at any time after the 24th
June 1994
AND upon the expiration of any notice under this sub-clause this Lease and
everything herein contained will cease and determine but without prejudice to
any claim by either party in respect of any antecedent breach of this Lease
6. HAVING been authorized so to do by an Order of the Manchester County Court
(No. 9206974) made on the 21st day of October 1992 under the provisions of the
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Section 38 (4) the parties agree that the
provisions of Sections 24 to 28 (inclusive) of that Act as amended are excluded
in relation to the tenancy created by this Lease
THE SCHEDULE before referred to
THE Sureties jointly and severally covenant with the Landlord that:-
(1) The Assignee will pay the rents on the days and in manner provided by
the Lease and will perform and observe all the Tenant's covenants and the
conditions and agreements therein contained
(2) In case of default in such payments performance or observance as
aforesaid the Sureties will on demand pay and make good to the Landlord all
losses and damages suffered and costs and expenses incurred by the Landlord by
reason of any such default PROVIDED that any neglect or forbearance of the
Landlord in endeavoring to obtain any such payment or enforcing such observance
or performance and any time which the Landlord may give to
34
the Assignee will not release or in any way affect the liability of the
Sureties under this covenant
(3) If the Assignee enters into liquidation and the liquidator disclaims
the Lease and if the Landlord within three months after such disclaimer by
notice in writing so requires the Sureties will accept a lease of the Demised
Premises for a term commencing on the date of such disclaimer and expiring on
the date on which the term of the Lease would have expired by effluxion of time
and at the like rents and containing the like covenants conditions and
agreements in all respects
(4) Sub-clauses (1) and (2) of this Clause will also have effect after the
expiration of the term of the Lease through any period during which the
Assignee occupies the Demised Premises and they will also relate to any sums
greater than the rents which the Assignee may become liable to pay in respect
of any such period for use and occupation of the Demised Premises
35
THE COMMON SEAL of
WAYBORN LEASING LIMITED
was hereunto affixed in the
presence of:-
Director. /s/
-----------------------
Secretary. /s/
-----------------------
36
DATED 19TH APRIL 1992
WAYBORN LEASING LIMITED
and
ICARUS SERVICES LIMITED
Original/
CAR PARKING LICENCE
-------------------
relating to car spaces numbered 33, 34, and 55 on the car deck level of The
Office Tower at The Graftons, Stamford New Road, Altrincham, Greater
Manchester.
▇▇▇▇ ▇▇▇▇▇▇▇ AND CO
Solicitors,
Altrincham.
37
THIS LICENCE is made the 19th day of April ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LEASING LIMITED
whose registered office is situated at the Graftons Stamford New Road
Altrincham Greater Manchester ("the Owner") of the one part and ICARUS
SERVICES LIMITED whose registered office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ ("the Licensee") of the other part
WITNESSETH:-
1. The owner permits the Licensee to use exclusively the car spaces numbered
33, 34 and 55 or such other equivalent spaces as the Owner may from time to
time by written notice reasonably substitute therefor on the car deck level of
the Office Tower at the Graftons Altrincham aforesaid (the car deck which
expression includes the ramps giving access to the car deck level)
2. This licence will endure from the 10th day of May 1992 for a period of
five years
3. During the continuance of this Licence the Licensee will pay to Owner:-
(1) A licence fee ("the Licence fee") of L1275.00 per annum ( and
proportionately for any fraction of a year) quarterly in advance on the four
usual quarter days the first payment being due on the date hereof for the
period from the such date to the next following quarter day and
(2) Within fourteen days after a written demand therefor three fifty-thirds of
the cost from time to time (as certified by the Accountants or Agents to the
Co-operative Insurance Society Limited or its successors in title ("the
Landlord") whose certificate will in the absence of manifest error be binding
on the Owner and the Licensee) of maintaining repairing cleaning and lighting
the car deck and any Value Added Tax payable on the making of such payments
("the Service Charge")
4. It is agreed and declared that:-
(1) It is not the intention of the Owner and the Licensee to create
between them the relation of landlord and tenant
(2) Legal possession and control of the spaces and the car deck will at
all times remain vested in the Owner and the Licensee will not acquire
any estate or interest therein
(3) This License will be suspended during such periods as the Owner may
from time to time reasonably require to carry out repairs to the
spaces and the car deck reasonable prior written notice of the
suspension having been given to the Licensee
5. The Licensee covenants with the Owner:-
1
38
(1) Punctually to pay all rates taxes charges duties assessments outgoings
and imposition now or at any time during the continuance of this
Licence payable in respect of the spaces or (if not separately
assessed) to pay to the Owner on demand a fair proportion (certified
as before mentioned) of the amounts thereof paid by the Owner in
respect of the spaces and the car deck
(2) Th comply with all statutory and other requirements and all bylaws
rules and regulations made by any competent authority so far as the
smae relate to or affect the spaces or the parking of motor vehicles
therein
(3) Not to use or suffer to be used the spaces except for the parking in
an orderly mannder of one private motor car in each of the spaces
(4) To use its best endeavours to prevent the dripping of petrol oil or
grease from any motor cars parked in the spaces
(5) Not to store or suffer to be stored any fuel other than that contained
in the fuel tanks of the motor cars parked in the spaces
(6) Not to deposit or suffer to be deposited any article whatsoever or any
rubbish or litter on the spaces or the car deck not to suffer the
spaces to become or untidy or in a dangerous condition
(7) Not to carry out or suffer to be carried out to any motor cars parked
in the spaces any repairs overhauls or maintenance and not to use or
suffer to be used any shoe pipe for cleaning such motor cars
(8) Not to do or suffer to be done on the spaces anything which may be or
become a nuisance or annoyance to the Owner or the tenants licensees
or occupiers of any part of The Graftons or the car deck
(9) To comply with all reasonable regulations made and directions given by
the Owner or by the Landlord from time to time concerning the car deck
and the spaces and the use thereof
(10) Except by prior arrangement with the Owner and/or the Landlord not to
use the spaces on Sundays or any bank or general holiday nor before
8.30 a.m. or after 6 p.m. on Mondays to Fridays nor before 8.30 a.m.
or after 1.30 p.m. on Saturdays
(11) Not at any time to obstruct or cause to be obstructed the free
movement of vehicles on the car deck or the entrance to or exit from
the car deck
(12) To indemnify and keep indemnified the Owner from and against all
actions proceedings costs claims and demands in respect of any damage
caused by or liability
2
39
arising from the act neglect or default of the Licensee or any person
who may be on the car deck or the spaces at the invitation express or
implied of the Licensee
(13) In the case of any license fee or other money payable hereunder by the
Licensee to the Owner which is not paid within 13 days after the same
is due and payable to pay to the Owner on demand from the due date
until the date of actual payment and addition to such License fee or
other money interest (calculated on a daily basis) upon the amount
thereof for the time being unpaid at the rate of four per centum above
the base rate of National Westminster Bank PLC (or other similar
lending rate which may replace the same) from time to time in force
6. Without prejudice to the general right of the Owner to enter upon the
spaces the Owner and its agents and all persons authorized by either of them
may at any time and from time to time inspect the spaces to ascertain whether
the provisions of this License are being complied with and the Licensee will
forthwith remedy any breach thereof upon being required so to do
7. This License is personal to the Licensee and is not assignable
8. On the determination of this License howsoever occasioned the Licensee
will deliver up the spaces in a good and tidy condition
9. This License will be voidable at the option of the Owner and all
rights of the Licensee hereunder will cease if at any time during its
subsistence:-
(1) The Licensee refuses or neglects to pay the whole or any part of the
License Fee or the Service Charge within 14 days after the same become
due and payable; or
(2) The Licensee fails to observe or perform any of the obligations of
agreements on its part herein contained or
(3) An Underlease of even date herewith and made between the Owner (1) and
the Licensee (2) of part of the second floor of The Graftons aforesaid
is determined by forfeiture or otherwise
AND in any of such events the Owner may (without prejudice to any right in
respect of an antecedent breach by the Licensee of such covenants or
agreements) give to the Licensee one week's notice to vacate the spaces and
upon the expiration of such notice the Licensee will forthwith vacate the
spaces and remove therefrom all motor cars and all other things belonging to
the Licensee
10. Having been authorized to do so by an Order of the Altrincham County
Court made on the 29th day of May, 1992 under the provisions of Section 38 (4)
of the landlord and
3
40
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the parties hereto agree that the provisions of Sections 24 to
28 of that Act shall be excluded in relation to the Tenancy hereby created
11. Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as amended by the Recorded
Delivery Service ▇▇▇ ▇▇▇▇ applies to all notices served under this License as
though for this purpose (but for no other purpose) the Owner and the Licensee
were lessor and lessee respectively
IN WITNESS whereof the parties hereto have caused their respective Common Seals
to be affixed the day and year first before written
THE COMMON SEAL of WAYBORN )
LEASING LIMITED was hereunto )
affixed in the presence of:- )
)
)
Director.
Secretary
4