UK-Berkshire-Building 86/88 Bestobell Road Trading Estate Slough Lease - Slough Trading Estate Ltd., Bookpages Ltd., Amazon.com Inc. and Tremco Ltd.
[LOGO]
DATED 21st JULY 1998
SLOUGH TRADING ESTATE LIMITED
- to -
BOOKPAGES LIMITED
- with -
AMAZON.COM,INC.
- with -
TREMCO LIMITED
---------------------------------
L E A S E
Premises known as
Building 86/88 Bestobell Road
Trading Estate Slough Berkshire
---------------------------------
NABARRO NATHANSON
The Anchorage
34 Bridge Street
Reading RGI 2LU
Ref: JD/TNP/S2884/465
Tel: 0118 950 4700
Fax: 01753 512768
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PARTICULARS
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DATE OF THIS DEED:
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LANDLORD : SLOUGH TRADING ESTATE LIMITED
Registered office : 234 Bath Road Slough SL1 4EE
Company Registration No. : 1184323
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TENANT : BOOKPAGES LIMITED
Registered office : Sterling House 20 Station Road Gerrards
Buckinghamshire SL9 8EL
Company Registration No. : 03223028
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SURETY : AMAZON.COM,INC. a Company registered in the
state of Delaware Unites States of America
whose principal executive office is at 1516
Second Avenue Seattle Washington 98101 and
TREMCO LIMITED (Company Registration No.
251311) whose registered office is at 86/88
Bestobell Road Slough Berkshire SL1 4SZ
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ESTATE : the area from time to time comprising the
Landlord's estate known as Trading Estate
Slough Berkshire of which the Premises form
part
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PREMISES : the land and building description the First
Schedule and known as Building 86/88
Bestobell Road Trading Estate Slough shown
edged red on the Plan
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COMMENCEMENT DATE : 21st July 1998
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TERM : A term of years commencing on the
Commencement Date and expiring at midnight
on 20th November 2008.
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RENT COMMENCEMENT DATE : 21st July, 1998
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RENT : pounds sterling 338,500 per annum subject to review
as provided in this Lease
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REVIEW DATE : 20th November 2003
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PERMITTED USE : use for the storage and distribution of books
together with ancillary offices and/or such other
purpose within Class B1 and/or B2 and/or B8 of the
Schedule to the Town and Country Planning (Use
Classes) Order 1987 (as amended or replaced from
time to time) as the Landlord may first approve in
writing (such approval not to be unreasonably
withheld or delayed)
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CONTENTS
<TABLE>
<CAPTION>
CLAUSE SUBJECT MATTER PAGE
<S> <C> <C>
1. DEFINITIONS ....................................................... 1
2. INTERPRETATION .................................................... 2
3. DEMISE ............................................................ 2
Rent .............................................................. 2
Additional Rent ................................................... 3
4. TENANT'S COVENANTS
Payment of rents .................................................. 3
Interest on late payments ......................................... 3
Payment of rates .................................................. 3
Exterior painting ................................................. 3
Interior painting ................................................. 4
Repair ............................................................ 4
Yielding Up ....................................................... 5
Reinstatement ..................................................... 5
Landlord's access ................................................. 5
Default remedies of the Landlord .................................. 5
Signs and aerials ................................................. 5
Use ............................................................... 6
Nuisance .......................................................... 6
Estate Regulations ................................................ 6
Estate costs ...................................................... 6
Acts prejudicial to insurance ..................................... 7
Safeguarding the Premises ......................................... 7
Planning Applications ............................................. 7
Alterations ....................................................... 7
Statutory obligations ............................................. 8
Alienation ........................................................ 8
Registration of dealings .......................................... 11
Reletting and sale boards ......................................... 11
Cost of licences and notices as to breach of covenant ............. 12
Indemnity ......................................................... 12
VAT ............................................................... 12
Defects ........................................................... 12
Prohibited uses ................................................... 13
</TABLE>
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<TABLE>
<S> <C> <C>
5. LANDLORD'S COVENANTS .............................................. 13
Quiet enjoyment ................................................... 13
Insurance ......................................................... 13
6. CONDITIONS ........................................................ 14
Re-possession on Tenant's default ................................. 14
Benefit of insurance and abatement of rent ........................ 15
Notices ........................................................... 15
7. RENT REVIEW ....................................................... 15
8. SURETY ............................................................ 18
9. CERTIFICATE ....................................................... 19
FIRST SCHEDULE .............................................................. 19
SECOND SCHEDULE ............................................................. 19
PART 1 ............................................................ 19
PART 2 ............................................................ 20
THIRD SCHEDULE .............................................................. 20
FOURTH SCHEDULE ............................................................. 23
</TABLE>
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[PLAN SLOUGH ESTATES]
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"PLAN"
the plan annexed hereto
"PLANNING ACTS"
includes the Town and Country Planning Act 1990 the Planning (Listed
Buildings and Conversion Areas) Act 1990 the Planning (Hazardous
Substances) Act 1990 and the Planning (Consequential Provisions) Act 1990
"PRESCRIBED RATE"
three per centum above the Base Rate of National Westminster Bank PLC
from time to time (or such other 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
2. INTERPRETATION
2.1 The expressions "the Landlord" and "the Tenant" shall wherever the context
so admits include their successors in title and assigns
2.2 Where the Tenant or the Surety (if any) for the time being are two or more
persons the terms "the Tenant" or "the Surety" (if any) 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 bye-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 increased 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
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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 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 resect of the Premises or any
neighbouring property owned by the Landlord by reason of any act or
omission by (or permitted by) the Tenant or 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:
4.1 Payment of rents
To pay the respective rents and sums of money reserved and make
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 until 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 afore-mentioned 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
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the outside of the said building as the same ought to be cleaned and
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))
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 and 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
right 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
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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
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
or 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 at 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
Not to use the Premises or any part of them for any illegal purpose nor
to carry out 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 neighbourhood and
in particular not to do or permit to be done anything which might cause
electronic or radio interference with any adjoining or neighbouring
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 to 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
4.15 ESTATE COSTS
To pay to the Landlord from time to time upon demand a proper fair and
reasonable 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
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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 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 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
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
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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 now or subsequently in force)
affecting or applicable to the 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 a permitted underlease
4.21.2 Not to hold or occupy the Premises or any part as nominee trustee or
agent or otherwise for the benefit of any other person
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 Unit
88 Bestobell Road 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
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(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 Authorized Guarantee
Agreement entered into pursuant to clause 4.21.5 or the
assignee's performance of the Tenant Covenants (as defined in
Section 18 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 Authorized Guarantee Agreement
which will be in such form as permitted by and in accordance
with Section 16 of the Act and the 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 a guarantor in respect of the
assignee's performance of the Tenant Covenant (as
above defined) in this Lease (provided 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.
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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
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 form 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) the whole of the Premises
without the prior consent in writing of the Landlord (such consent
not to be unreasonably withheld 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 Tenant Act 1954 (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
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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.
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
reasonable 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 4.21.14
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 RELATING 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
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writing by the Landlord or its agents to view the Premises during usual
business hours in the daytime on weekdays only
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
be 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 all 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
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 Act 1972
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4.28 PROHIBITED USES
Not to use or carry out from the Premises or any part thereof any
electroplating panel beating or spray painting
5. LANDLORD'S COVENANTS
The Landlord covenants with the Tenant and (in respect of clause 5.3 with
Tremco Limited) (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 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 convenient and practicable 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 licences 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 or 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
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Premises fit for occasion 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.
5.3 Upon receiving written request from Tremco Limited to inform in writing
Tremco Limited if the Tenant is in arrears of any payment of money due to
the Landlord under this Lease or if the Landlord in the reasonable opinion
of the Landlord considers the Tenant to be in breach of any of the other
covenants of this Lease and in both cases to provide such information
within a reasonable time of receiving such written request but such request
shall not imply upon the Landlord any obligation to inspect the Premises to
ascertain whether or not any breaches of covenant have occurred.
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 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 may 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
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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 fit 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 received by this Lease or 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 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 submission to arbitration
within the Arbitration Act 1996
6.3 NOTICES
The provisions of Section 196 Law Property Act 1925 (as amended)
shall apply to the giving and service of all notices and documents
under or in connection with this Lease PROVIDED THAT no notice to
Tremco Limited under this Lease and no claims made against Tremco
Limited under this Lease shall be validly given or served upon
Tremco Limited unless given or served upon it at its registered
office for the time being or at any other address (within the United
Kingdom) notified from time to time by Tremco Limited to the
Landlord for that purpose
7. RENT REVIEW
7.1 In this clause:
"ASSUMPTIONS"
means the assumptions that:
1. the Premises are in good and substantial repair and condition
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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
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 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
"PRESIDENT"
means the President for the time being of the Royal Institution of
Chartered Surveyors or any other body reasonably specified by the
Landlord
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"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 Valuer 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 Rent 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
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
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7.10 The Valuer shall upon appointed 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 value 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
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
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 Notwithstanding any other provision of this Lease or any other guarantee
given to the Landlord by Tremco Limited pursuant to the provisions of this
Lease or any Authorised Guarantee Agreement (as permitted by and in
accordance with Section 16 of the Act)
8.2.1 The liability of Tremco Limited under this Lease or under any other
guarantee given to the Landlord by Tremco Limited pursuant to or in
accordance with the provisions of this Lease shall absolutely cease and
determine on the expiry of the period of 4 (four) years from the date of
this Lease (in each case with the exception of any written claim made by
the Landlord against Tremco Limited before the expiry of the said our (4)
year period) but nothing in this sub-clause shall affect the liability of
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Amazon.Com, Inc. on its covenants contained in the Third Schedule as
Amazon.Com, Inc. hereby acknowledges
8.2.2 Notwithstanding the provisions of the Third Schedule no variation in
the terms and conditions of this Lease shall increase the liability of
Tremco Limited under its terms unless Tremco Limited shall first have
agreed to such variation in writing
8.2.3 Tremco Limited's liability under this Lease shall forthwith determine
absolutely upon forfeiture of the Lease by the Landlord or upon the
Landlord agreeing to accept a surrender of it
9. 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
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 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 brown on
the Plan
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PART 2
The Exceptions and Reservations
1. To the Landlord and all others authorised 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 now 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 of 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
Obligations of the Surety
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
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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 the Tenant 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 Date 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 it and pay all proper and reasonable costs and
duties in relation to it PROVIDED THAT in the event of Tremco Limited
(but not any other party being a Surety to this Lease) whether jointly
or otherwise being required to accept a lease its liabilities in
respect of such lease jointly or otherwise being required to accept a
lease its liabilities in respect of such lease shall be for the residue
of the period four years calculated from the date hereof so that such
liability shall cease on the expiry of the period of four years
calculated from the date of this Lease AND PROVIDED FURTHER that Tremco
Limited (but not any other party being a Surety to this Lease) shall
have the right within three months after the Relevant Date to require
the Landlord if lawfully permitted to do so grant to it a lease on the
terms aforesaid subject to the first proviso hereto
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 which 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 other obligations to the
Landlord PROVIDED THAT nothing in this sub-paragraph shall obliged
Tremco Limited (but not any other party being a Surety to this Lease)
to pay
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any sum where such sum would be referable to a period falling after the
expiry of the period of four (4) years calculated from the date of this
Lease
5. The Surety waives any right 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 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 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
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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 Pounds [________] with effect from [relevant Review Date]
Dated: [____________]
Signed: ____________________________
Landlord/Tenant
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FIRST SCHEDULE
BUILDING 86/88
BESTOBELL ROAD
TRADING ESTATE
SLOUGH
A single storey, 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
each 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 eaves. All providing gross external floor areas
of:
<TABLE>
<S> <C> <C>
Ground Floor Warehouse 2,966.50m(2) (31,931 sq.ft.)
Ground Floor Office 212.56m(2) ( 2,288 sq.ft.)
First Floor Warehouse 212.47m(2) ( 2,287 sq.ft.)
Mezzanine 401.62m(2) ( 4,323 sq.ft.)
-----------------------------------------------------------------
Total 3,793.15m(2) (40,829 sq.ft.)
</TABLE>
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 "T"
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 7.5m.
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.
<PAGE> 30
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 aluminium 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 louvred 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 of parking or 7 no. cars to
building 88.
North - Grass-tree planted are to building 88.
- Concrete slabbed path to all doorways and footpath to building 88.
West - Matching facing brick wall with piers, to 2.1 metre 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.
- 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.
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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 storey 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.
Staircase to office area of reinforced concrete, fully carpeted including edges
and soffit with stainless steel handrail and balusters with "abeche" timber
centre rail.
<TABLE>
<CAPTION>
Accommodation
<S> <C> <C>
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.
</TABLE>
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<PAGE> 32
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:
<TABLE>
<CAPTION>
Entrance Hall, Staircase, Factory, Toilet & Office Lobbies:
<S> <C> <C>
2 no. 100 Watt flameproof tungsten luminaires for
factory and male toilet lobbies and
8 no. 1.4m, 4 x 40 Watt flush fluorescent luminaires and
1 no. 600 mm square flushed fluorescent luminaire.
Ground Floor Office 14 no. 1.4m, 4 x 40 Watt flushed fluorescent luminaires.
Utility & Rest Room 6 no. 1.8m, 75 Watt twin fluorescent luminaires and
1.4m, 40 Watt twin fluorescent luminaire.
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 fitting.
Female Staff Toilet 1 no. 1.5m, 65 Watt twin fluorescent luminaire and
1 no. 100 Watt round tungsten fitting.
First Floor Office 28 no. 1.4m, 4 x 40 Watt flushed fluorescent luminaires.
Warehouse 100 mo. 1.8m, 75 Watt twin flameproof fluorescent
luminaires with reflectors.
Mezzanine Floors 14 no. 1.8m x 75 Watt twin flameproof fluorescent
luminaires with reflectors
Plant Room 3 no. 1.8m x 75 Watt twin fluorescent luminaries with
open reflectors.
Electrical Switch Room 1 no. 1.8m x 75 Watt twin fluorescent luminaire with open
reflector
External 3 no. 250 Watt HP sodium floodlights controlled by photo
electric cells and time switches.
</TABLE>
4
<PAGE> 33
Small power is provided as follows:
Entrance Hall 1 no. 13 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 3 kW 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.
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 PVC cable 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
1093; part I; 1964-division II.
FIRE FIGHTING EQUIPMENT
21 no. Nine litre, water fire extinguishers are
provided throughout the building.
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<PAGE> 34
EXECUTED as a Deed by BOOKPAGES )
LIMITED acting by: )
Director [SIG]
Director/Secretary A. PATRICIA
Signed as a Deed on behalf of AMAZON. )
COM.INC. accompany incorporated in )
Delaware being a person who in accordance )
with the laws of that territory is or are acting )
under the authority of the company )
/s/ JOY D. COVEY
-------------------------
(Joy D. Covey)