DATED 28th SEPTEMBER 2000
SLOUGH TRADING ESTATE LIMITED
-to-
ADVANTAGE UK LIMITED
-with-
▇▇▇▇▇ GROUP INCORPORATED
▇▇▇▇▇▇ ▇▇▇▇▇
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LEASE
Premises known as
Building ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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NABARRO ▇▇▇▇▇▇▇▇▇
The Anchorage
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇-▇▇▇
Ref: JD/TNP/S2884/00610
Tel: ▇▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇▇▇▇▇▇▇▇▇
PARTICULARS
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DATE OF THIS DEED: September 28, 2000
LANDLORD SLOUGH TRADING ESTATE LIMITED
Registered office ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Company Registration No. 1184323
TENANT ADVANTAGE UK LIMITED
Registered office Lincoln House ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Company Registration No. 3902872
SURETY ▇▇▇▇▇ GROUP INCORPORATED (a company
registered in the State of Wyoming
United States of America whose
principal office is ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ of ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
ESTATE the area from time to time
comprising the Landlord's estate
known as Trading Estate Slough
Berkshire of which the Premises form
part
PREMISES the land and building described in
the First Schedule and known as
Building ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as
shown edged red on the Plan.
COMMENCEMENT DATE 21st November 2008
TERM A term of seven years commencing on the
Commencement Date
THIS LEASE is made on the date and between the parties stated in the
Particulars.
WITNESSES as follows:
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1. DEFINITIONS
In this Lease the following expressions have the meanings indicated:
THE "ACT"
means the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇.
"AUTHORISED GUARANTEE AGREEMENT"
has the meaning defined in and for the purposes of
Section 16 of the Act and the form of such Agreement
shall be as reasonably required by the Landlord but
subject always to that permitted by the Act.
"CONDUCTING MEDIA"
all sewers drains pipes wires watercourses subways
cables apparatus conduits and any other media or
works for the conduct or transmission of any service
matter or material.
"DEPOSIT DEED"
means the deposit deed of even date herewith made
between the Landlord (1) and the Tenant (2).
"FULL REINSTATEMENT VALUE"
the costs (including demolition professional fees and
any value added tax payable) which would properly and
reasonably be likely to be incurred in carrying out
repair or reinstatement in accordance with the
requirements of this Lease at the time when such
repair or reinstatement is likely to take place
having regard to current building techniques and
materials.
"INSURED RISKS"
fire lightning earthquake explosion aircraft riot
storm tempest flood burst pipes malicious damage and
impact damage and such other insurable risks and on
such terms and subject to such exclusions as the
Landlord may from time to time consider reasonably
necessary but excluding any risks which the Landlord
shall decide from time to time not to include in any
policy (whether on the grounds of unavailability of
insurance cover for
that risk or otherwise) but so that the Landlord
shall give at least twenty eight days' prior notice
in writing to the Tenant of any risk ceasing to be
covered by any policy.
"LICENSE TO ALTER"
means the License to Alter referred to in the Fifth
Schedule.
"LOSS OF RENT"
the loss of the rent first reserved by clause 3 for
such period (being not more than three years) as may
reasonably be required by the Landlord from time to
time having regard to the likely period required for
reinstatement in the event of both partial and total
destruction and in a reasonable amount which would
take into account potential increases of rent in
accordance with clause 7.
"PLAN"
the plan annexed hereto.
"PLANNING ACTS"
includes the Town and Country Planning ▇▇▇ ▇▇▇▇ the
Planning (Listed Buildings and Conservation Areas)
▇▇▇ ▇▇▇▇ the Planning (Hazardous Substances) ▇▇▇ ▇▇▇▇
and the Planning (Consequential Provisions) ▇▇▇ ▇▇▇▇.
"PRESCRIBED RATE"
three per centum above the Base Rate of National
Westminster Bank PLC from time to time (or such
clearing bank as the Landlord shall nominate) or (if
such rate shall cease to be published) such other
reasonable or comparable rate as the Landlord shall
from time to time designate.
"PREVIOUS LEASE"
the Lease dated 21st July 1998 made between the
Landlord (1) Bookpages Limited (2) and ▇▇▇▇▇▇.▇▇▇.
Inc. and Tremco Limited (3).
2. INTERPRETATION
2.1 The expressions "the Landlord" and "the Tenant" shall wherever the context
so admits include their respective successors in title and assigns.
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2.2 Where the Tenant or the Surety for the time being are two or more persons
the terms "the Tenant" or "the Surety" include the plural number and obligations
expressed or implied to be made by such party are deemed to be made by such
persons jointly and each of them severally.
2.3 Words importing one gender include all other genders and words importing the
singular include the plural and vice versa.
2.4 References in this Lease to any statute or legislation (whether specific or
general) include any other statute or legislation replacing amending or
supplementing the same and any orders regulations by-laws notices permissions
approvals or consents thereunder.
3. DEMISE
The Landlord demises to the Tenant the Premises together with the
Rights referred to in Part 1 of the Second Schedule but subject to the
Exceptions and Reservations referred to in Part 2 of the Second
Schedule to hold to the Tenant for the Term starting on the
Commencement Date yielding and paying therefor during the Term:
3.1 RENT
Yearly the Rent and all increases arising from any review pursuant to
the provisions in this Lease for the review of rent to be paid without
any deduction or set off by equal quarterly payments in advance on the
Twenty-fifth day of March the Twenty-fourth day of June the
Twenty-ninth day of September and the Twenty-fifty day of December in
every year the first payment for the period from and including the Rent
Commencement Date up to and including the day immediately preceding the
quarter day next after such date to be made on the Rent Commencement
Date.
3.2 ADDITIONAL RENT
As additional rent first such amounts (if any) as are referred to in
clause 4.15 to be paid as there stated and recoverable by distress in
the same way as rent in arrear and secondly a sum or sums of money
equal to the expense incurred by the Landlord in effecting or
maintaining insurance in accordance with clause 5.2 (including any
increased premium payable in respect of the Premises or any neighboring
property owned by the Landlord by reason of any act or omission by (or
permitted by) the Tenant or an undertenant) as the Landlord shall from
time to time effect such insurance for the Landlord's benefit in the
Full Reinstatement Value against the Insured Risks and the Loss of Rent
such sum or sums to be paid within 7 days of demand.
4. TENANT'S COVENANTS
The Tenant covenants with the Landlord as follows:
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4.1 PAYMENT OF RENTS
To pay the respective rents and sums of money reserved and made payable
at the times and in the manner in which the same are set out or
referred to in clause 3 without any deduction or set-off and to make
all such payments to the Landlord on the due date through the Tenant's
bankers by the direct debit system.
4.2 INTEREST ON LATE PAYMENTS
If the Tenant shall fail to pay any rents or any other sum payable
under this Lease within 7 days when the same is due (whether formally
demanded or not) to pay to the Landlord as additional rent (but without
prejudice to any other rights of the Landlord including those under
clause 6) interest on all such rents or other sums from the due date
for payment under the date actually paid at the Prescribed Rate current
at such due date and any such interest shall be recoverable by the
Landlord as rent in arrear.
4.3 PAYMENT OF RATES
4.3.1 To pay and indemnify the Landlord against all existing and future
rates or other outgoings whatsoever imposed or charged upon the
Premises or upon the owner or occupier in respect of the Premises.
4.3.2 To pay and be responsible for all electricity gas and other services to
the Premises.
4.4 EXTERIOR PAINTING
In every third year and in the last year of the Term (but so that the
Tenant shall not be obliged by the aforementioned to decorate and/or to
carry out the following obligations more than once in every two year
period) to prepare and paint the outside of the building erected on the
Premises where usually or previously so painted in a good and
workmanlike manner and otherwise properly to clean treat and decorate
other parts of the outside of the said building as the same ought to be
cleaned treated and decorated (such painting and decorating if
different from the then existing colour scheme to be carried out in
colours and patterns first approved in writing by the Landlord) and
whenever necessary to renew or replace all seals and mastics.
4.5 INTERIOR PAINTING
In every fifth year and in the last year of the Term to prepare and
paint all the interior of the said building where usually or previously
so painted in a good and workmanlike manner (all such painting in the
last year of the Term if different from the then colour scheme to be
carried out in colours and patterns first approved in writing by the
Landlord (such approval not to be unreasonably withheld or delayed)).
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4.6 REPAIR
4.6.1 Well and substantially to repair and maintain the Premises and the
walls fences roads and Conducting Media in on or under the
Premises (damage by any of the Insured Risks excepted unless the
insurance moneys are withheld in whole or in part or the policy
avoided by reason of any act or omission on the part of the Tenant
or any undertenant or any employee contractor or invitee of either
of them) and at all times to keep the same in good and substantial
repair and condition and so repaired cleaned painted and
maintained further to keep all parts of the Premises clean and
tidy and free from rubbish and waste materials.
4.6.2 Within 12 months of the date of this Lease (time being of the
essence) to carry out to the reasonable satisfaction of the
Landlord the making good of all wants or repair to the Premises as
marked with an asterisk in the Schedule of Dilapidations annexed
hereto and in the event that the works are not completed within
the aforesaid period or to the reasonable satisfaction of the
Landlord the Landlord shall have the rights to enter the Premises
to carry out such of the works not completed as aforesaid in
accordance with the provisions of clause 4.10 of this Lease.
4.6.3 Without prejudice to clause 4.6.1 to execute all necessary works
no later than the expiration of the Term to remedy all the wants
of repair and works relating to reinstatement specified in the
said Schedule of Dilapidation as are not marked with an asterisk.
4.6.4 Subject to clause 4.6.5 to keep such part of the Premises (if any)
as is hatched green on the plan annexed hereto as well-maintained
landscaped areas and in accordance with any general scheme for the
Estate from time to time reasonably implemented by the Landlord.
4.6.5 If the Landlord so requires at any time or from time to time not
to do the things referred to in clause 4.6.4 (or such of them as
may be notified to the Tenant) but instead to pay to the Landlord
on demand the proper and reasonable costs incurred by the Landlord
in doing so.
4.7 YIELDING UP
At the expiration or sooner determination of the Term to yield up the
Premises consistent with due compliance by the Tenant with its
obligations under this Lease and to remove such tenant's trade fixtures
and fittings and any signs erected by or at the instance of the Tenant
making good any damage caused by such removal.
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4.8 REINSTATEMENT
4.8.1 Three months before the expiry or sooner determination of the Term
(unless and/or to the extent otherwise required in writing by the
Landlord) to carry out such works as shall be necessary in order
to ensure that the Premises or such part or parts of them as may
be required by the Landlord conform with the description in the
First Schedule.
4.8.2 All such works shall be carried out to the reasonable satisfaction
of the Landlord and the Tenant shall apply for any necessary
planning permission or approval which may be required under the
Planning Acts on other legislation.
4.9 LANDLORD'S ACCESS
On at least 48 hours prior written notice given to the Tenant (save
that no notice shall be required in an emergency) to permit the
Landlord or its agents at all times during the Term during reasonable
hours in the day (or at any time in the case of emergency) with or
without workmen and others to enter the Premises for the purpose of
ascertaining that the covenants and conditions of this Lease have been
performed and observed by the Tenant and examining the state of repair
and condition of the Premises or for the purpose of taking inventories
of the Landlord's fixtures or of carrying out works on the adjoining
property of and owned by the Landlord and of exercising any of the
Exceptions and Reservations referred to in Part 2 of the Second
Schedule.
4.10 DEFAULT REMEDIES OF THE LANDLORD
If within three months after service of a notice from the Landlord
requiring the Tenant to remedy any breach of covenant relating to the
state of repair or condition of the Premises or otherwise to the
carrying out of any works or actions (or earlier in case of emergency)
the Tenant shall not have completed such works or actions then to
permit the Landlord to enter upon the Premises and execute all or any
such works or actions and the Landlord's proper and reasonable costs
and expenses (including the Landlord's surveyors and other professional
fees in connection therewith) together with interest thereon at the
Prescribed Rate current at the date three months after service of such
notice for the period from that date to the date of payment shall be a
debt due from the Tenant to the Landlord and be forthwith recoverable
as rent in arrear.
4.11 SIGNS AND AERIALS
Not to erect any pole mast or aerial or satellite dish or erect or
display any sign noticeboard or advertisement on any part of the
Premises except a sign approved by the Landlord indicating the name of
the Tenant in a position approved by the Landlord any such approval to
be in writing.
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4.12 USE
4.12.1 Not to use the Premises or any part thereof otherwise than for the
Permitted Use and not any time to store anything on any part of
the Premises outside the building erected thereon.
4.12.2 To use only for the parking of vehicles those parts of the
Premises designated for such purpose.
4.13 NUISANCE
4.13.1 Not to use the Premises or any part of them for any illegal
purpose nor to carry out on or from the Premises any noisy noxious
dangerous or offensive act activity or business nor anything which
may be or become a nuisance damage annoyance or inconvenience to
the Landlord or any of its tenants or the occupiers of any
premises in the neighborhood and in particular not to do or permit
to be done anything which might cause electronic or radio
interference with any adjoining or neighboring premises.
4.13.2 Not to do anything which would or might lead to any contamination
of the Premises or pollution of the environment or lead to the
pollution obstruction damaging or overloading of the Conducting
Media and to carry out (or at the Landlord's election to pay to
the Landlord the proper and reasonable costs and fees of carrying
out) all works necessary to remedy the contamination or pollution
or to remove the source of the contamination or pollution but so
that the Tenant shall not be liable hereunder and/or obliged to
comply with the aforementioned in respect of any such
contamination and/or pollution caused to and/or arising at the
Premises on or before the date hereof.
4.13.3 Where the Tenant has failed to observe any of the obligations in
this clause 4.13 to pay to the Landlord the proper and reasonable
costs incurred by it in obtaining such reports as the Landlord may
reasonably require to establish what damage or harm may have been
caused to the Premises or other property of the Landlord and the
remedial cleaning or other works necessary.
4.13.4 Not to discharge or allow to enter into any underground or other
waters any poisonous noxious or harmful effluent liquid or
substance.
4.14 ESTATE REGULATIONS
To observe such reasonable regulations as may from time top time be
made by the Landlord in writing for the purposes of good estate
management and of which at least twenty-eight days prior written
notification has been given to the Tenant by the Landlord.
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4.15 ESTATE COSTS
To pay to the Landlord from time to time upon demand a proper fair and
reasonably proportion (as certified conclusively (save in the case of
manifest error) by the Landlord's surveyor to be proper fair and
reasonable) of the costs (similarly certified) of the management of the
Estate including (without limitation to the generality of the
aforesaid) the upkeep of any landscaped areas and roadways included
therein the reasonable and proper fees of the Landlord or the
Landlord's managing agents and including any costs properly and
reasonably anticipated by the Landlord to be incurred by the Landlord
in the future (but not in respect of a period exceeding one year in
advance) in respect of any of the matters referred to in this
sub-clause.
4.16 ACTS PREJUDICIAL TO INSURANCE
4.16.1 Not to do anything as a result of which any policy of insurance
against damage to the Premises or to any neighbouring premises may
be prejudiced or payment of the policy moneys may be withheld in
whole or in part or whereby the rate of premium in respect of any
such insurance may be increased and to give notice to the Landlord
without delay upon the happening of any event which might affect
any insurance policy relating to the Premises.
4.16.2 In relation to the insurance effected by the Landlord in respect
of the Premises to pay to the Landlord any excess required by the
insurers or by the Landlord on demand by the Landlord following
any damage or destruction by any Insured Risks where such excess
would be applicable to any claim in respect of such damage or
destruction.
4.17 SAFEGUARDING THE PREMISES
4.17.1 With respect to fire precautions and safeguarding the Premises
against damage by any of the Insured Risks or otherwise to comply
with all requirements and written reasonable and proper
recommendations of the insurers of the Premises of which at least
twenty-eight days prior written notification has been given by the
Landlord to the Tenant or the relevant insurance brokers or of the
fire brigade or local authority.
4.17.2 Not to store or bring on to or allow to remain on the Premises any
article substance or liquid of a specially combustible inflammable
to or explosive nature or which may be a source of contamination.
4.17.3 To give written notice to the Landlord upon the Tenant becoming
aware of the occurrence of any contamination of the Premises and
also upon the Tenant becoming aware of the occurrence of any
pollution of the environment in breach of any legislative
provision caused by any use of or action or activity on the
Premises.
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4.18 PLANNING APPLICATIONS
Not without the prior written consent of the Landlord to make any
application for any consent under the Planning Acts but if such
application is for consent to do anything which the Tenant is permitted
to do under this Lease (for which the approval of the Landlord is first
required) and the Landlord has approved that thing such consent shall
not be unreasonably withheld or delayed.
4.19 ALTERATIONS
Not to erect or place any new building or structure whatsoever on the
Premises (including any temporary or moveable building or structure) or
make any alteration whether structural or otherwise or any addition to
the Premises or to the building erected thereon or to any buildings
which may be erected on the Premises Provided That the Tenant may make
non-structural alterations to the interior of the building erected on
the Premises subject to obtaining the prior written consent of the
Landlord such consent not to be unreasonably withheld or delayed
PROVIDED that the Tenant may without such afore-mentioned consent from
the Landlord install erect place remove and/or dismantle internal
demountable non-structural partitioning in whole or in part or parts to
the office part of the Premises.
4.20 STATUTORY OBLIGATIONS
4.20.1 At the Tenant's expense to comply in all respects with the
provisions of all statutes and legislation (whether not or
subsequently in force) affecting or applicable to the Premises or
in their use and without delay to give notice to the Landlord of
any notice direction or order made by any local or competent
authority.
4.20.2 The Tenant shall maintain a health and safety file for any works
carried out to the Premises and shall comply with the Construction
(Design and Management) Regulations 1994 in respect thereof and
provide to the Landlord upon reasonable request a copy of such
file.
4.20.3 Upon any assignment or underlease permitted by this Lease to
supply to the assignee or sub-tenant any health and safety files
and/or operating manuals.
4.21 ALIENATION
4.21.1 Not to assign underlet (save as provided in clause 4.21.3 hereof)
share or part with the possession or occupation of any part of the
Premises nor to permit any such dealing under as permitted
underlease.
4.21.2 No to hold or occupy the Premises or any part as nominee trustee
or agent or otherwise for the benefit of any other person.
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4.21.3 Not to assign or underlet the whole of the Premises or to underlet
the whole of Unit 86 and/or the whole of Unit 87 and/or the whole
of ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and associated car parking spaces
without the prior consent in writing of the Landlord (such consent
not to be unreasonably withheld or delayed where the provisions
hereinafter contained are satisfied).
4.21.4 It is agreed that the Landlord will not be deemed to be
unreasonable in withholding and/or delaying consent to a proposed
assignment of the whole of the Premises if it is withheld on the
ground (and it is the case) that one or more of the circumstances
mentioned below exist (whether or not such withholding is solely
on such ground or on that ground together with other grounds).
(a) that in the reasonable and proper opinion of the Landlord the
effect of the proposed assignment upon the value of the
Landlord's reversionary interest in the Premises would be to
diminish or otherwise adversely affect such value.
(b) that in the reasonable and proper opinion of the Landlord the
effect of the assignment would mean that there is a reduced
likelihood of the tenant's covenants and obligations in this
Lease being fulfilled.
(c) that the proposed assignee is an associated company of the
Tenant.
(d) that the Surety has not agreed on any assignment to enter into
a deed of guarantee in respect of the obligations on the part
of the Tenant contained in an Authorised Guarantee Agreement
entered into pursuant to clause 4.21.5 or the assignee's
performance of the Tenant Covenants (as defined in Section 28
of the Act) in this Lease in such form of Deed as the Landlord
may reasonably require but to include obligations on the part
of the Surety similar to those on the part of the Tenant set
out in clause 4.21.5(a)(i)-(iii).
4.21.5 On any assignment:
(a) the Tenant will enter into an Authorised Guarantee Agreement
which will be in such form as permitted by and in accordance
with Section 16 of the Act and be prepared by or on behalf of
the Landlord and at the proper and reasonable cost of the
Tenant and under which the Tenant will agree (inter alia) with
the Landlord.
(i) that it is liable as sole or principal debtor in
respect of all obligations to be owed by the assignee
under the Tenant Covenants (as defined in section 28
of the Act) in this Lease and
(ii) to be liable as guarantor in respect of the
assignee's performance of the Tenant Covenants (as
above defined) in this Lease (provided
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that such liability shall be no more onerous than the
liability to which the assignor would be subject in
the event of it being liable as sole or principal
debtor in respect of the obligations owed by the
assignee under the Tenant Covenants).
(iii) in the event of this Lease being disclaimed by a
liquidator or trustee in bankruptcy of the assignee
if so requested in writing by the Landlord within six
calendar months of such disclaimer to enter into a
new lease of the Premises the term of which shall
expire simultaneously with the date upon which (but
for any disclaimer) this Lease would have expired by
effluxion of time (and not by any other means) and
the Tenant's Covenants shall be identical to (mutatis
mutandis) but in any event no more onerous than the
Tenant Covenants in this Lease.
(b) If the Landlord reasonably so requires in the circumstances to
obtain up to two acceptable guarantors for any person to whom
this Lease is to be assigned who will covenant with the
Landlord on the terms (mutatis mutandis) set out in the Third
Schedule.
(c) If the Landlord reasonably so requires in the circumstances
the proposed assignee will prior to the assignment enter into
such reasonable rent deposit arrangement and/or provide such
additional security for the performance by the proposed
assignee of its obligations under this Lease as the Landlord
may reasonably require.
(d) the proposed assignee shall enter into a covenant with the
Landlord to pay the rents reserved by and perform and observe
the covenants on the part of the Tenant contained in this
Lease for the period that this Lease is vested in the proposed
assignee.
4.21.6 Clauses 4.21.4 and 4.21.5 shall operate without prejudice to the
right of the Landlord to refuse such consent on any other ground
or grounds or to impose further conditions where such refusal or
such imposition would be reasonable in the circumstances.
4.21.7 Not to underlet the whole of the Premises or the parts thereof
referred in clause 4.21.3 without the prior consent in writing of
the Landlord (such consent not to be unreasonably withheld or
delayed) otherwise than at a rent which is not less than the open
market rental value of the Premises (being in any event not less
than the rent then payable under this Lease or a due and proper
proportion thereof in respect of an underletting of a part or
parts of the Premises) without a fine or premium and with
provision for upwards only rent reviews coinciding with the
reviews under this Lease and in other respects with substantially
materially the same covenants and conditions as are contained in
this Lease unless otherwise agreed by the Landlord.
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4.21.8 Not to vary the terms of any underlease permitted under clause
4.21.7 without the Landlord's written consent (such consent not to
be unreasonably withheld or delayed provided such variation does
not constitute a variation to this Lease) and throughout the term
of any underlease to require the undertenant to perform and
observe the Tenant's covenants (except as to the payment of rent)
and the conditions contained in this Lease.
4.21.9 The Landlord may as a condition for giving its consent for any
permitted underletting require the proposed underlessee to enter
into a direct covenant with the Landlord to perform and observe
the Tenant's covenants (except as to payment of rent) and the
conditions contained in this Lease during the period that the
proposed underlease is vested in the proposed underlessee.
4.21.10 Upon the Landlord consenting to an underletting of the Premises
procure that the underlessee covenants with the Landlord:
(a) Not to assign (or agree to do so) any part of the Premises (as
distinct from the whole) and not to underlet or share or (save
by way of an assignment of the whole) part with possession of
or permit any person to occupy the whole or any part of the
Premises and
(b) Not to assign (or agree to do so) the whole of the Premises
without the prior consent in writing of the Landlord (such
consent not to be unreasonably withhold or delayed).
4.21.11 To notify the Landlord in writing with relevant details within
twenty eight days of any rent payable under an underlease being
reviewed.
4.21.12 Not to grant any underlease of a part or parts of the Premises
without first obtaining an Order of the Court under the provisions
of Section 38(4) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended)
and an agreement between the parties to the proposed underlease
pursuant to such Order that the provisions of Section 24-28 of
that Act be excluded in relation to such underlease.
4.21.13 In the event that any circumstances or conditions specified in
clauses 4.21.4 and 4.21.5 above are framed by reference to any
matter falling to be determined by the Landlord (or by any other
person) if the Tenant disputes such determination then either the
Landlord or the Tenant shall be entitled to require the matter or
matters in question to be referred to an independent expert who in
the absence of agreement between the parties shall be appointed on
the application of either party by the President of the Royal
Institution of Chartered Surveyors and the determination of such
independent expert shall be conclusive as to the matter or matters
in question and shall be final and binding on the parties and his
costs shall be met by the parties in such proportions as the
independent expert shall determine.
-12-
4.21.14 The Tenant shall be entitled without obtaining any consent from
the Landlord to permit another company or companies (in this
clause 4.21.14 called "a Company") to occupy as licensee part or
parts of the Premises if and so long as that Company is a member
of the same group of companies as the subsidiary or the holding
company or a company who has the same holding company as the
Tenant (the terms subsidiary and holding company as being defined
in accordance with Section 736 of the Companies Act 1985) and the
conditions set out in the remainder of this clause 4.21.14
continue to be fulfilled.
(a) No relationship of landlord and tenant shall arise out of such
occupation.
(b) Written notice shall be given to the Landlord no later than 14
days after such occupation commences:
(i) of the identity of such company
(ii) as to how clause 4.12.14 is satisfied and
(iii) of the part of the Premises concerned
(c) The Tenant shall provide such evidence as the Landlord may
reasonably require from time to time to satisfy itself that
the relationship of Landlord and Tenant does not arise or has
not arisen out of such occupation.
4.21.15 The Tenant indemnifies the Landlord against all losses damages
costs and expenses suffered or incurred by the Landlord as a
result of any breach by the Tenant of the provisions of clause
4.12.14.
4.22 REGISTRATION OF DEALINGS
Within one month after the execution of any assignment or underlease
permitted under this Lease or any assignment of such underlease or
after any devolution by will or otherwise of the Term or after any
other dealing with this Lease to supply a certified copy of the deed or
instrument effecting the same to the Landlord and to pay such
reasonable fee as the Landlord may require for registration.
4.23 RELETTING AND SALE BOARDS
To permit the Landlord or its agents to enter upon the Premises and to
affix upon any suitable part a notice board for reletting or selling
the same but not so as to interfere with the Tenant's use of and/or
access to the Premises and/or the business carried on there and not to
remove or obscure the same and to permit all persons authorised in
writing by the Landlord or its agents to view the Premises during usual
business hours in the daytime on weekdays only.
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4.24 COSTS OF LICENSES AND NOTICES AS TO BREACH OF COVENANT
To pay on demand and indemnify the Landlord against all proper and
reasonable costs charges and expenses (including professional fees)
incurred by the Landlord arising out of or incidental to any
application made by the Tenant for any consent or approval of the
Landlord except where such consent has been unreasonably withheld or
delayed or any breach of the Tenant's covenants or the preparation and
service of a schedule or interim schedule of dilapidations or any
notice which the Landlord may serve on the Tenant whether served before
or after the determination of this Lease (including a notice under
Section 146 of the Law of Property Act 1925) requiring the Tenant to
remedy any breach of any of its covenants or arising out of or in
connection with any proceedings referred to in sections 146 or 147 of
that Act notwithstanding that forfeiture may be avoided otherwise than
by relief granted by the Court.
4.25 INDEMNITY
To be responsible for and to indemnify the Landlord against:
4.25.1 all damage loss or injury occasioned to the Premises or any
adjoining premises or to any Conducting Media or to any person or
chattel (whether or not upon the Premises) caused by any act
default or negligence of the Tenant or any undertenant or the
servants agents licensees or invitees of either of them or by
reason of any defect in the Premises and
4.25.2 all proper and reasonable losses damages costs expenses claims and
proceedings properly and reasonably incurred by or made against
the Landlord arising out of any breach by the Tenant of any of its
obligations arising by virtue of this Lease.
4.26 VAT
To pay to the Landlord upon demand any value added tax chargeable upon
4.26.1 any supply made by the Landlord to the Tenant pursuant to this
Lease so that al consideration for any such supply is exclusive of
value added tax.
4.26.2 any supply (whether made to the Landlord or to a third person)
where pursuant to this Lease the Tenant is required to pay to the
Landlord any sum in respect of any costs fees expenses or other
expenditure or liability (of whatever nature) in connection with
that supply except to the extent that any such value added tax may
be recoverable by the Landlord from H.M. Customs and Excise.
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4.27 DEFECTS
To inform the Landlord without delay in writing upon the Tenant
becoming aware of any defect in the Premises which might give rise to a
duty imposed by common law or statute on the Landlord and to indemnify
the Landlord against all actions costs claims and liabilities suffered
or incurred by or made against the Landlord in respect of the Premises
under the Defective Premises ▇▇▇ ▇▇▇▇.
4.28 PROHIBITED USES
Not to use or carry out from the Premises or any part thereof any
electroplating panel beating or spray painting.
4.29 RENT DEPOSIT DEED
Unless the Landlord has previously given its written confirmation as
provided for in clause 11.3 of the original Deposit Deed the Tenant
shall on 21st November 2008 enter into a new deposit deed substantially
in the same form as the Deposit Deed (with amendment to ensure that the
document is lawful and applicable to this Lease) and to pay unto the
Landlord on such date a sum equivalent to one year of the Rent
(together with a sum in settlement of the Value Added Tax payable
thereon) determined pursuant to clause 7 in respect of the Rent Review
applicable as at 21 November 2008 or if the Rent has not been
determined a sum equivalent to one year of the Rent payable immediately
prior to the said Review Date with the balance (is applicable) to be
paid within 14 days of the said Rental being determined..
5. LANDLORD'S COVENANTS
The Landlord covenants with the Tenant (but so that no liability shall
attach to the Landlord in respect of any breach by the Landlord of its
obligations under this Lease after the reversion immediately expectant
on the determination of the Term has ceased to be vested in the
Landlord).
5.1 QUIET ENJOYMENT
That the Tenant performing and the observing the covenants conditions
and agreements contained in this Lease shall and may peaceably and
quietly hold and enjoy the Premises during the Term without any lawful
interruption or disturbance by the Landlord or any person rightfully
claiming through or under it.
5.2 INSURANCE
At all times during the Term to keep the Premises insured for the
Landlord's benefit in the Full Reinstatement Value against the Insured
Risks and if the Premises are damaged or destroyed by any of the
Insured Risks the Landlord will subject to provisions of clause 5.2.2
hereof with all convenience and practicable
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speed apply for and apply all insurance proceeds (other than those
relating to Loss of Rent) received in respect thereof in the repair
and/or reinstatement and/or rebuilding of the Premises using such
materials as are then appropriate subject to all necessary consents
and licenses being obtained.
PROVIDED THAT:
5.2.1 the Landlord's obligations under this covenant shall cease if the
insurance shall be rendered void or voidable or the policy moneys
withheld in whole or in part by reason of any act of default of
the Tenant or any undertenant or any of their respective employees
contractors licensees or invitees.
5.2.2 if the Premises are destroyed or so seriously damaged by any
Insured Risk as to require (in the proper and reasonable opinion
of the Landlord's surveyor whose decision shall be final and
binding upon the parties) substantial reconstruction then the
Landlord may at any time within six months of the said damage or
destruction give one months' notice in writing to determine this
Lease and immediately upon the expiry of that notice this demise
shall determine but without prejudice to the rights and remedies
of any party against any other in respect of any antecedent claim
or breach of covenant and all insurance money shall be the
absolute property of the Landlord.
5.2.3 if the Premises following any destruction or damage shall not have
been repaired reinstated or replaced in accordance with the
foregoing covenants so as to render the Premises fit for
occupation or use within a period of two years eleven months from
the date of destruction or damage the Tenant may thereafter by
giving one month's notice in writing determine this Lease but
without prejudice to the rights of either party in respect of any
antecedent claim or breach of covenant and all insurance money
shall be the absolute property of the Landlord.
6. CONDITIONS
Provided always and it is hereby agreed and declared as follows:
6.1 RE-POSSESSION ON TENANT'S DEFAULT.
If at any time during the Term:
6.1.1 the rents reserved by this Lease or any of them or any part of
them shall be in arrear for twenty eight days after the same shall
have become due (whether legally demanded or not) or
6.1.2 the Tenant shall at any time fail or neglect to perform or observe
any of the covenants conditions or agreements on its part to be
performed and observed contained in this Lease or in any license
approval or consent given by the
-16-
Landlord to the Tenant in relation to the Premises or in any other
deed supplemental to this Lease or by which this Lease may be
varied.
6.1.3 the Tenant either shall (being a corporation) have an application
made for an administration order (whether or not at its instance)
or enter into liquidation whether compulsory or voluntary (not
being a voluntary liquidation for the purpose of reconstruction
only) or (being an individual) become bankrupt or
6.1.4 the Tenant shall make any arrangement or composition with
creditors or suffer any distress or execution to be levied on
property of the Tenant or have an encumbrancer take possession or
a receiver appointed in respect of the same.
6.1.5 then and in any such case it shall be lawful for the Landlord (or
any person or persons duly authorised by it in that behalf) to
re-enter into or upon the Premises and thereupon the Term shall
absolutely cease and determine but without prejudice to the rights
and remedies of the Landlord in respect of any antecedent breach
by the Tenant of any of the covenants conditions or agreements
contained in this Lease.
6.2 BENEFIT OF INSURANCE AND ABATEMENT OF RENT
6.2.1 The benefit of all insurance effected by the Landlord under this
Lease or otherwise in respect of the Premises shall belong solely
to the Landlord but if the Premises or any part of them shall at
any time be destroyed and/or damaged by any of the Insured Risks
so as to be unfit for occupation and/or use and/or rendered
inaccessible then and in every such case (unless the Landlord's
policy of insurance in relation to the Premises shall have been
rendered void or voidable or the policy moneys withheld in whole
or in part by reason of the act default or omission of the Tenant
or any undertenant or any of their respective employees
contractors licensees or invitees) the rents reserved by this
Lease of a fair and just proportion thereof according to the
nature and extent of the damage sustained shall be suspended and
cease to be payable until the Premises shall have been repaired or
reinstated and made fit for occupation and use and all access
thereto restored in accordance with clause 5.2 or until the
expiration of three years (or such longer period as may be
provided for in the policy of insurance for Loss of Rent) from the
destruction or damage whichever first occurs.
6.2.2 No account shall be taken of damage in relation to any alteration
or improvement to the Premises carried out otherwise than by the
Landlord unless such alteration or improvement has in fact been
taken into account in effecting both the insurance of the Premises
and the insurance in respect of the Loss of Rent.
6.2.3 Any dispute between the Landlord and the Tenant concerning the
proportion or duration of the suspension or cesser shall be
determined by an arbitrator
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appointed in default of agreement between the Landlord and the
Tenant on the application of either of them by the President of
the Royal Institution of Chartered Surveyors and any such
reference shall be a submission to arbitration within the
Arbitration ▇▇▇ ▇▇▇▇.
6.3 NOTICES
The provisions of Section 196 Law of Property Act 1925 (as amended)
shall apply to the giving and service of all notices and documents
under or in connection with this Lease.
6.4 LICENSE TO ALTER
The License to Alter and all the terms and conditions therein contained
shall remain in full force and effect including the covenants on the
part of the lessee contained therein and such covenants shall from the
Commencement Date be construed as having been given by the Tenant.
6.5 THIRD PARTY RIGHTS
Unless it is expressly stated that the Contracts (Rights of Third
Parties) Act 1999 is to apply nothing in this Lease will create rights
in favour of any one other than the parties to this Lease.
7. RENT REVIEW
7.1 In this clause:
"ASSUMPTIONS"
means the assumptions that:
1. the Premises are in good and substantial repair and condition.
2. the Landlord and the Tenant have complied with all their
respective covenants and obligations imposed by this Lease on
each of them.
3. all parts of the Premises are fit and ready for use for the
Permitted Use.
4. that the rent at which the Premises could reasonably be
expected to be let is that which would be payable after the
expiry of any rent free period or after the receipt of such
other rent concession or inducement (in each case for fitting
out purposes only) as may be negotiated in the open market
between a landlord and a tenant upon a letting of the
Premises.
-18-
5. no work has been carried out on the Premises during the Term
which has diminished the rental value of the Premises and
6. any damage to or destruction of the Premises or any means of
access to them has been fully reinstated.
"CURRENT RENT"
means for the purposes of determining the Rental
Value as at 21 November 2008 means the sum payable
pursuant to the review of rent as at 20 November 2003
as provided for in the Previous Lease and at
subsequent reviews means the yearly rent reserved by
this Lease (disregarding any suspension of rent under
any other provision of this Lease) as varied from
time to time pursuant to this clause.
"MATTERS TO BE DISREGARDED"
means each of the following matters so far as they
may affect rental value:
1. the fact that the Tenant has previously been in occupation of
the Premises
2. any goodwill attaching to the Premises by reason of the
carrying on of the business of the Tenant at the Premises and
3. any improvement to the Premises carried out during the Term by
the Tenant or undertenant other than improvements effected at
the expense of the Landlord or pursuant to any obligation to
the Landlord whether under the provisions of this Lease or any
other deed or document.
"NEW RENT"
as at the Review Date means the higher of:
1. the Current Rent immediately before the Review Date and
2. the Rental Value as at the Review Date
and for the avoidance of doubt for the purposes of the determination of
the Rent as at 21 November 2008 the New Rent shall be the higher of the
rent determined pursuant to the review of rent as at 20 November 2003
as provided for in the Previous Lease and the open market rent
determined pursuant to this clause 7.
"PRESIDENT"
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means the President for the time being of the Royal
Institution of Chartered Surveyors or any other body
reasonably specified by the Landlord.
"RENTAL VALUE"
as at the Review Date means the open market rental
value of the Premises at that Date:
1. as agreed by the Landlord and the Tenant or
2. as determined by a Value pursuant to the provisions of this
clause.
"VALUER"
means a chartered surveyor who has experience of
practice in property of the nature and type of the
Premises and who is acquainted with the market in the
area in which the Premises are located.
7.2 The New Rent shall be payable from and including the Review Date.
7.3 The Landlord may give to the Tenant not more than fifteen nor less than six
months' notice in writing (a "Rent Review Notice") expiring on or after the
Review Date requiring the Current Rent payable immediately before the Review
Date to be increased as from the Review Date to the Rental Value and any
proposal made by the Landlord as to such Rental Value shall be in writing ("a
Rent Proposal").
7.4 The Tenant acknowledges that time shall not be of the essence in relation to
the giving of any such Notice and the Landlord shall be entitled to require a
review of the Current Rent with effect from the Review Date even if the Rent
Review Notice expires after or is given after such Review Date.
7.5 If the Landlord gives a Rent Proposal and the Tenant has not within twenty
eight days (time being of the essence) of it being given disputed the amount
proposed in the Rent Proposal by giving a written counter-notice to that effect
to the Landlord the amount in the Rent Proposal shall be taken to be agreed by
the Landlord and the Tenant and shall be substituted for the Current Rent on the
Review Date.
7.6 If the Landlord gives a Rental Proposal and the amount specified in it is
not taken to be agreed under clause 7.5 but the Landlord and the Tenant do not
agree upon the amount of the Rental Value within three months of the Tenant's
counter-notice being given or (if earlier) by the date which is three months
before the Review Date either the Landlord or the Tenant may require the Rental
Value to be determined by a Valuer.
7.7 The Landlord may require the Rental Value to be determined by a Valuer even
if no Rent Review Notice or Rent Proposal is given.
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7.8 Where the Rental Value is to be determined by a Valuer and the Landlord and
the Tenant do not agree as to his appointment within twenty one days of either
of them putting forward a nomination to the other such Valuer shall be appointed
at the request of either party by the President.
7.9 The Valuer shall act as an expert and not as an arbitrator and his decision
(including any decision as to the costs of such determination) shall be final
and binding on the parties.
7.10 The Valuer shall upon appointment either by the parties or the President be
required upon his determination to provide a reasoned award to the Landlord and
the Tenant.
7.11 Notwithstanding that the Valuer shall act as an expert the Landlord and the
Tenant shall each be entitled to make representations and
counter-representations to such Valuer a copy of which shall be supplied by the
Valuer to the other of them and in making an award as to costs the Valuer shall
have regard to the representations and counter-representations made to him.
7.12 The Valuer shall determine the Rental Value as the yearly open market rack
rental value at which the Premises might reasonably be expected to be let with
vacant possession in the open market by a willing lessor to a willing lessee for
a term of years equal in length to the balance unexpired of the Term as at the
Review Date and on the terms and conditions of a lease which are otherwise the
same as this Lease except as to the actual amount of the Current Rent and the
date on which the term commences and making the Assumptions but taking no
account of the Matters to be Disregarded.
7.13 If by the Review Date the New Rent has not been ascertained (whether or not
negotiations have commenced) the Tenant shall continue to pay the Current Rent
on each day appointed by this Lease for payment of Rent until the New Rent has
been ascertained and upon such ascertainment of the New Rent the Tenant will pay
to the Landlord as arrears of rent an amount equal to the difference between the
New Rent and the Current Rent actually paid for the period since the relevant
Review Date together with interest on the difference at 4% below the Prescribed
Rate.
7.14 In no event shall the yearly rent payable by the Tenant to the Landlord
after the relevant Review Date be less than the yearly rent payable by the
Tenant to the Landlord immediately before such relevant Review Date whether
pursuant to this Lease or the Previous Lease.
7.15 A memorandum in the form set out in the Fourth Schedule of any increased
rent determined pursuant to this clause 7 shall as soon as may be after such
determination be prepared in duplicate and signed by or on behalf of the
Landlord and Tenant.
8. SURETY
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8.1 In consideration of this demise being made at the Surety's request the
Surety covenants with the Landlord in the terms set out in the Third Schedule.
8.2 The Surety shall be released from its covenants and obligations pursuant to
this Lease.
8.2.1 Upon an assignment of this Lease (subject to and in accordance
with the provisions of Clause 4.21 hereof) provided the assignee
being a limited company complies with and achieves the provisions
of the Profits Test or is of sufficient financial strength and
resources (to be determined by the Landlord acting reasonably) to
be able to observe and perform the covenants contained in this
Lease.
8.2.2 Upon the Surety providing a substitute surety (which may be
another member of the Tenant's group of companies) who enters into
the covenants with the Landlord specified in the Third Schedule
hereto and who in the case of a limited company complies with the
provisions of the Profits Test or being a limited company or an
individual or individuals is or together are jointly of sufficient
financial strength and resources (to be determined by the Landlord
acting reasonably) to be able to observe and perform the covenants
contained in this Lease in the event of any default by the Tenant
or
8.2.3 Upon the Tenant (here meaning Advantage UK Limited and not its
assigns or successors in title) complying with and achieving the
provisions of the Profits Test.
8.2.4 Upon there being provided to the Landlord a Rent Indemnity from a
credit worthy commercial bank (approved by the Landlord such
approval not to be unreasonably withheld or delayed) substantially
in the form of the draft document annexed (subject to such
amendments only as may be necessary to comply with any changes in
the law or commercial practice such changes due to commercial
practice being first approved by the Landlord such approval not to
be unreasonably withheld or delayed) issued from its offices in
London in an amount equal to the lesser of (i) eight years' rent
and (ii) the rent remaining under the term of this Lease.
8.2.5 For the purposes of this Clause 8 "Profits Test" shall mean:
a company being subject to the provisions of clauses 8.2.1 to
8.2.3 (inclusive) hereof which notifies the Landlord in writing
(with copies of all relevant audited accounts and other relevant
material) that in each of three consecutive accounting periods of
the company (the third such period ending no earlier than 12
months before such notice) that the company's audited accounts
established that its net profit after tax for each such accounting
period constituted a sum which is at least three times the amount
of annual rent payable under this Lease as at the date of the
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company's notice and the Landlord having confirmed in writing unto
the Tenant and the said company that it is satisfied that the
notice accounts and material referred to establish the
circumstances referred to and in this respect the Landlord shall
not unreasonably withhold or delay such written confirmation.
8.2.6 Upon the Landlord giving such written confirmation the parties
shall enter into a deed in such form as the Landlord may
reasonably require prepared by or on behalf of the Landlord at the
cost of the Tenant to record the relevant facts and until such
time as such deed is completed the obligation of the Surety shall
remain in full force and effect.
8.3 The provisions of this Clause 8 shall not in anyway act or be interpreted so
as to limit or reduce the provisions or effect of Clause 4.21 of this Lease.
9. PREVIOUS LEASE
If the term of years granted by the Previous Lease shall be determined
under the proviso for re-entry contained therein this Lease shall
become null and void.
10. CERTIFICATE
It is certified that there is no agreement for lease to which this Lease
gives effect.
IN WITNESS of which this Lease has been executed and is delivered as a deed on
the date appearing as the date of this Lease.
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FIRST SCHEDULE
--------------
▇▇▇▇▇▇▇▇ ▇▇/▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
SLOUGH
A single story, six bay warehouse measuring to bay 86, 34.93m (114' 7") x 30.33m
(99' 6") with two storey toilet/offices at east 6.93m (22' 9") x 30.67m (100'
8") and to Bay 87, 34.96m (114' 11") x 30m (98' 5") with mezzanine floor at east
approximately 6.6m (21' 8") x 30.18m (99) and to Bay 88, 28.06m (92' 1") x
30.33m (99' 6") with mezzanine floor at east approximately 6.6m (21' 8") x
30.18m (99') all by 6.10m (20') high to ▇▇▇▇▇. All providing gross external
floor areas of:
Ground Floor Warehouse 2,966.50m2 (31,931 sq. ft)
Ground Floor Office 212.56m2 (2,288 sq. ft.)
First Floor Office 212.47m2 (2,287 sq. ft.)
Mezzanine 401.62m2 (4,323 sq. ft.)
Total 3,793.15m2 (40,829 sq. ft.)
FOUNDATIONS
-----------
Concrete foundations to suit structure and ground conditions all to structural
engineers design and specification.
FRAME
-----
Painted steel portal frames with external stanchions brick encased to form
piers.
ROOF
----
Roof of corrugated asbestos cement sheeting fibreglass insulation and over
purling lining of plastic faced, foil-backed, plasterboard in galvanised "I"
sections on galvanised steel purlins and incorporating approximately ten percent
translucent roof light sheets (not over offices) and sixteen roof ventilators.
Roof drained via galvanised boundary wall and valley gutters and PV downpipes
connected to surface water drainage.
EXTERNAL WALLS
--------------
External walls generally of cavity brick construction with facing brick external
leaf, cavity foam insulation to 6.1 metres high, with profiled galvanised,
plastisol coated steel sheeting above on steel framework to 7.5 m. Cladding
insulated with glass fibre and internal lining of plastic faced foil backed
plasterboard to gables at east and west. Internal face of cavity wall
construction finished fair faced and unpainted internally.
-24-
The east (front) elevation incorporates to each pair of bays (two bays per
building) a recessed entrance porch with concrete canopy incorporating acrylic
sign board for tenants name, one pair of bronze anodised aluminium fully glazed
doors and side screens, with bronzed spectra float glass (toughened in doors) to
office entrance and painted timber via exit doors with panic bars to numbers 87
and 88, six tripled unit bronze anodised aluminum windows with bronzed
spectra-float glass and ground floor level and seven at first floor level of
each building.
One flush painted fire exit door with panic bar and statutory signage is
provided to each pair of bays at the rear (west) and one at the north of
building 88. One painted flushed timber door is provided to the switch room on
the north elevation of building 88. One pair of painted louvered timber doors
are provided to the sprinkler pump room on the north elevation of building 88.
One aluminium insulated up and over loading door approximately 4.5m x 5.3m high
is provided to the rear of building 88, one to the rear of 87 and two to the
rear of building 86. Steel post and rail crash barrier protection is provided
below loading doors to building 86 only. Two acrylic sign boards for tenants
name signs are provided to the brick walls at the rear (west).
EXTERNAL AREAS
--------------
South - Grassed/tree planted area.
East - Concrete slabbed paths to building 86 and grassed/tree
planted area.
- Concrete slabbed path and grassed/tree planted area to
building 87.
- Tarmac surfaced concrete kerbed area for parking of 10
no. cars to building 87.
- Concrete slabbed path and grassed/tree planted areas to
building 88.
- Tarmac surface to concrete kerbed area for parking of
7 no. cars to building 88.
North - Grass/tree planted area to building 88.
- Concrete slabbed path to all doorways and footpath to
building 88.
West - Matching facing brick wall with piers, to 2.1 meter
height at south of building 86.
- Reinforced concrete apron with ramp down forming a
circulation area for commercial vehicles and low level
loading dock to building 86.
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- Brick bank and retaining wall covering level
differences to building 87.
- Tarmac/concrete surfaced access area and parking for
9 no. cars to building 87.
- Concrete ramp to loading door of building 87.
- Grass/tree planted area to building 88.
- Concrete surfaced access area and parking for 5 no.
cars to building 88.
General - Soil and surface water drainage serving the property.
INTERNAL
--------
FLOORS
------
Concrete floor throughout with hardened and power float finish to warehouse area
and screed and PV tiles to toilets, carpet to entrance hall (with recessed
matwell and mat to office entrance), PV tiles to first floor and carpet to
staircase and landings.
First floor of offices comprising screeded, pre-cast concrete beams with PV
tiles.
Mezzanine floors to buildings 87 and 88 of concrete encased steel framework with
screeded concrete beam floors, protected by tubular railings 1.1 metre high,
each with two pairs of gates in matching construction and each unit with one
steel ladder. Steel connecting platform between each mezzanine floor.
WALLS
-----
Brick compartment wall to two story offices at east in building 86 with further
internal block of partitions forming one large office with lobby, stairwell and
male/female office toilets and male works toilet with shower room and each
utility/rest room with lobby all at ground floor. At first floor forming
stairwell and two large offices. All walls finished fairfaced and unpainted to
warehouse side and plastered and emulsion painted to office and toilet side.
White glazed tiles are provided to shower room walls.
Internal doors are flushed timber construction with "KOTO" ply face and
polyurethane lacquer finish, fire resisting and self closing where appropriate
and including vision panels to circulation spaces.
STAIRCASE
---------
Staircase to each mezzanine floor of reinforced concrete with painted tubular
steel handrail, intermediate rail and balusters.
-26-
Staircase to office area of reinforced concrete, fully carpeted including edges
and soffit with stainless steel handrail and balusters with "abeche" timber
centre rail.
Accommodation
-------------
Female Staff Toilets 2 no. Low level WC suites in melamine cubicles.
2 no. Wash hand basins.
Male Staff Toilets 1 no. Low level WC suite in melamine cubicle.
2 no. Bowl urinals and automatic flushing cistern.
2 no. Wash hand basins.
Male Works Toilets 2 no. Low level WC suites in melamine cubicles.
2 no. Urinal bowls with automatic flushing cistern.
2 no. Wash hand basins.
1 no. Shower tray with glazed cubicle and fittings.
Utility Area 1 no. Stainless steel single drainer, single bowl,
sink with timber cupboard under.
Glazed tile splashbacks are provided to basins, urinals and sinks. All sanitary
fittings are in white glazed vitreous china (commercial standard) connected to
hot and cold water services as appropriate and to soil drainage. One mirror is
provided to each toilet and each toilet area and the access lobby is ventilated
by a "Mechavent" powered and ducted ventilation system.
CEILINGS
--------
Ceilings of warehouse areas as described under roofs.
Ceilings to office area of suspended fibre tiled ceilings in metal "T" grid to
both floors with shower room ceiling of plasterboard on softwood joist.
ELECTRICAL INSTALLATION
-----------------------
Lighting is provided throughout the unit as follows:
Entrance Hall, Staircase, Factory, Toilet & Office Lobbies:
2 no. 100 Watt flameproof tungsten
luminaires for factory and male
toilet lobbies and
8 no. 1.4m, 4x40 Watt flush fluorescent
luminaires and
1 no. 600 mm square flushed fluorescent
luminaires.
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇. ▇.▇▇, ▇▇▇▇ ▇▇▇▇ flushed fluorescent
luminaires.
-27-
Utility & Rest Room 6 no. 1.8m, 75 Watt twin fluorescent
luminaires and
1 no. 1.4m, 40 Watt twin fluorescent
luminaires
Male Works Toilet 1 no. 1.8m, 75 Watt twin fluorescent
luminaire.
Shower 1 no. 100 Watt round tungsten luminaire.
Male Staff Toilet 1 no. 1.5m, 65 Watt twin fluorescent
luminaire and
1 no. 100 Watt round tungsten luminaire.
Femail Staff Toilet 1 no. 1.5m, 65 Watt twin fluorescent
luminaire and
1 no. 100 Watt round tungsten luminaire.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇. ▇.▇▇, ▇▇▇▇ ▇▇▇▇ flushed fluorescent
luminaires.
Warehouse 100 no. 1.8m, 75 Watt twin flameproof
fluorescent luminaires with
reflectors
Mezzanine Floors 14 no. 1.8m x75 Watt twin flameproof
fluorescent luminaires with
reflectors
Plant Room 3 no. 1.8m x75 Watt twin fluorescent
luminaires with open reflectors
Electrical Switch Room 1 no. 1.8m x75 Watt twin fluorescent
luminaire with open reflector
External 3 no 250 Watt HP sodium floodlights
controlled by photo electric cells
and time switches
Small power is provided as follows:-
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇. ▇▇ amp flush twin switched socket
outlet
Ground Floor Office 8 no. 13 amp flush twin switched socket
outlets
Utility & Rest Room 4 no. 13 amp flush twin switched socket
outlets
Shower 1 no. 13 amp flush switched twin spur unit
with indicator light for 3kW
immersion heater in HWS cylinder
First Floor Office 16 no. 13 amp flush twin switched socket
outlets
Control & Protection is provided by:-
1 no. 300 amp TP & N fuse switch (main
switch)
1 no. 300 amp TP & N busbar chamber
2 no. 60 amp TP & N switch fuse
-28-
2 no. 20 amp TP & N 3-way distribution
board
1 no. 13 amp TP & N switch fuse
(sprinklers).
1 no. 100 amp TP & N switch fuse (office
lighting & small power)
6 no. 25 amp TP & N four pole factory
lighting contractor.
1 no. Bumper control panel switch
1 no. 100 amp TP & N isolator (sub main
switch gear)
1 no. 30 amp TP & N 6-way distribution
board (sub main switch gear)
1 no. 20 amp 7-day time switch for control
of immersion heater (sub main
switch gear)
(The last three items are located in
the Utility Room)
The installation is wired in PVble of reputable manufacture encased in
welded steel screwed conduit and galvanised trunking, fully complying with
present day good practice and the regulations of the Institute of Electrical
Engineers.
The installation in the factory is flameproof and the wiring is carried out
utilising PVC, SWA, PVC cables and/or MICC cables as appropriate, fully
complying with present day good practices etc. as above and BS code of practice
1083; part I; 1964-division II.
FIRE FIGHTING EQUIPMENT
-----------------------
21 no. Nine litre, water fire extinguishers
are provided throughout the building
-29-
FIRST SCHEDULE
Description of the Building and Fixtures
The schedule annexed to this Lease headed "The First Schedule"
SECOND SCHEDULE
PART I
The Rights
The right in common with the Landlord and all other persons now or at any time
after the date of this Lease similarly entitled to pass at all times and for all
purposes connected with the proper use of the Premises in accordance with this
Lease with or without vehicles over the land (if any) shown hatched ▇▇▇▇▇ on the
Plan.
PART 2
The Exceptions and Reservations
1. To the Landlord and all others authorized by it the free and
uninterrupted passage and running of water soil gas electricity and
telephone or any other service or supply from the other buildings and
land of the Landlord and its tenants adjoining or near the Premises and
from the land and premises of others so authorised as aforesaid through
the Conducting Media which are nor or may hereafter be in, through,
under or over the Premises.
2. To the Landlord and all others authorised by it the right at all times
to enter the Premises with all necessary equipment for the purposes of:
2.1 laying, constructing, installing, replacing, repairing, maintaining or
altering any Conducting Media now or hereafter in, through, under or
over the Premises or any adjoining property or making connections to
any such Conducting Media.
2.2 carrying out inspections or tests to any such Conducting Media.
2.3 exercising any of the rights of the Landlord contained in this Lease.
3. To the Landlord full right and liberty at any time hereafter or from
time to time to execute works and erections upon or to alter or
rebuild any of the buildings erected on any neighbouring property of
the Landlord and to use such property and each part of it in such
manner as the Landlord may think fit notwithstanding that the access
of light and air to the Premises may thereby be interfered with
4. To the Landlord and all others authorised by it the right to pass with
or without vehicles at all times and for all purposes over the land
(if any) shown hatched yellow on the Plan.
THIRD SCHEDULE
1. If at any time during the period that the Term is vested in the Tenant
it shall not pay any of the rents or other sums payable under this
Lease or perform and observe any of the covenants, conditions or other
terms of the Lease the Surety shall pay such rents or other sums or
observe or perform such covenants, conditions or other terms.
2. By way of separate and additional liability and notwithstanding that
the guarantee in paragraph 1 may be unenforceable or invalid for any
reason the Surety indemnifies the Landlord against all proper and
reasonable losses damages costs and expenses suffered or incurred by
the Landlord arising out of or in connection with any failure by the
Tenant to pay any of the rents and sums or to perform and observe any
of the covenants, conditions or other terms referred to in paragraph 1
3. If:
3.1 the Tenant shall be wound up or (being an individual) become bankrupt
and its liquidator or trustee in bankruptcy shall disclaim this Lease
or
3.2 this Lease shall cease to exist or shall die or
3.3 this Lease shall be forfeited
(the date on which such event occurs being called the "Relevant Date")
the Landlord may within three months after the Relevant Day by notice
in writing require the Surety to accept a lease of the Premises for a
term commencing on the Relevant Date and continuing for the residue
then remaining of the Term at the same rents and with the same
covenants and conditions as are reserved by and are contained in this
Lease and in such case the Surety shall take such lease accordingly and
execute a counterpart of its and pay all proper and reasonable costs
and duties in relation to it
4. The Surety undertakes with the Landlord that:
4.1 its obligations to the Landlord are primary obligations and it is
jointly and severally liable with the Tenant (both before or after any
disclaimer by a liquidator or trustee in bankruptcy) for the
fulfillment of all the Tenant's covenants and obligations
4.2 the Surety shall not claim in any liquidation, bankruptcy,
administration, receivership, composition or arrangement of the Tenant
in competition with the Landlord and that the Surety shall remit to the
Landlord the proceeds of all judgments and all distributions which the
Surety may receive from any liquidator trustee in bankruptcy
administrator, administrative receiver, receiver or supervisor of the
Tenant and shall hold for the benefit of the Landlord all security and
rights the Surety may have over assets of the Tenant while any
liabilities of the Tenant or the Surety to the Landlord remain
outstanding and
4.3 if the Landlord shall not require the Surety to take a new lease of the
Premises the Surety shall nevertheless upon demand pay to the Landlord
a sum equal to the rent first reserved under this Lease and all other
sums that would have been payable under this Lease in respect of the
period from and including the Relevant Date until the expiry of six
months after such Date or until the Landlord shall have granted a lease
of the Premises to a third party (whichever shall first occur) in
addition and without prejudice to the Surety's oldest obligations to
the Landlord.
5. The Surety waives any rights to require the Landlord to proceed against
the Tenant or to pursue any other remedy of any kind which may be
available to the Landlord before proceeding against the Surety.
6. The liabilities of the Surety under this Schedule shall not be affected
by:
6.1 the granting of time or any other indulgence or concession to the
Tenant or any compromise or compounding of the Landlord's rights.
6.2 the Tenant being in liquidation or (as the case may be) declared
bankrupt.
6.3 any variation in the terms and conditions of this Lease.
6.4 any delay in exercising or failure to exercise or other exercise
(including re-entry under clause 6.1) of any of the Landlord's rights
against the Tenant
6.5 any refusal by the Landlord to accept rent tendered by or on behalf of
the Tenant following a breach by the Tenant of its obligations under
this Lease
6.6 any legal limitation or any immunity disability or incapacity of the
Tenant (whether or not known to the Landlord) or the fact that any
dealings with the Landlord by the Tenant (including the acceptance by
the Tenant of this Lease) may be outside or in excess of the powers of
the Tenant or
6.7 any other thing (including the expiration or sooner determination of
the Term or any such disclaimer or the death of the Surety (or any of
the persons comprising the Surety) or (in relation to one or more of
such persons) the discharge of the other person or persons) whereby
(but for this provision) the Surety or any of them would be exonerated
either wholly or in part from any of the Surety obligations hereunder
FOURTH SCHEDULE
Rent Review Memorandum
[Premises]
Lease dated [ ] between
[ ]
Pursuant to the above Lease [ ] as Landlord and
[ ] as Tenant record that the yearly rent has been
increased to the sum of(pound)[ ] with effect from [relevant
Review Date]
Dated: [ ]
Signed:
--------------------------------------------
Landlord/Tenant
FIFTH SCHEDULE
License to Alter
A License to Alter dated _______________, 200_ and made between the Landlord (1)
Chalkglade Limited (2) and ▇▇▇▇▇ Group Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇ (3)
DRAFT RENT INDEMNITY
To: [ ] of [ ]
In consideration of [ ] hereinafter referred to as
"the Landlord" granting a lease (the "Lease") of the premises known as Building
[ ] to [ ] ("the Tenant") we [ ] Bank
PLC whose registered office is situate at [ ] as primary obligor by
way of indemnity on first demand undertake to pay the payment by the Tenant to
you of rent and all other sums, costs, claims and demands which become payable
during the term of the Lease PROVIDED ALWAYS THAT:
1. Your demand be:
(a) in writing
(b) addressed to [ ] Bank PLC (Branch address)
(c) forwarded through your bankers for authentication of the
signatures, and
(d) accompanied by your signed statement that the Tenant has
failed to pay rent or other sums due under the Lease which
statement shall be conclusive evidence that the Tenant has
failed to pay rent notwithstanding any objection by the Tenant
2. The Bank's maximum aggregate liability under this indemnity shall not
exceed(pound)[ ]
([ ] pounds)
3. The Bank's liability hereunder shall expire upon the earlier of: -
(a) Insert date being ten years from the date of Lease
(b) The assignment by the Tenant of the whole or part of the
Property
(c) Satisfaction of your demand in whole of the Bank's maximum
liability, or
(d) Surrender between the Landlord and the Tenant
after which the Bank's liability shall cease save for any claim already
received by us in accordance with the terms of this indemnity.
4. Subject to provisos 1, 2 and 3 hereof this indemnity shall not be
affected, discharged or diminished by any act or omission which would
but for this provision have exonerated a guarantor but would not have
affected or discharged our liability had we been principal debtor nor
shall the liquidation insolvency or receivership of the Tenant release
or exonerate or in any way lessen or affect our liability hereunder
5. The benefit of this indemnity shall also run for the benefit of those
deriving title under you to the reversion immediately expectant on the
term granted by the Lease for the period of this indemnity.
6. This indemnity shall be governed by and construed in accordance with
English Law.
[Bank to insert attestation provision]