UK-London-116/134 Bayham Street Lease - Bantry Investments Ltd. and Tony Stone Associates Ltd.
Dated 23rd OCTOBER 1990
BANTRY INVESTMENTS LIMITED
- and -
TONY STONE ASSOCIATES LIMITED
---------------------------
L E A S E
relating to Basement, First
and Second Floors
116/134 Bayham Street Camden Town
London NW1
---------------------------
Leonard Kasler & Co.
20-21 Queenhithe
London EC4V 3DX
Ref: MDB
Tel: 071 236-1826
Fax: 071 236 3328
DX: 42601 Cheapside
OIS: 0314b
<PAGE>
THIS LEASE is made the twenty-third day of October, 1990
BETWEEN:
1. BANTRY INVESTMENTS LIMITED a Company registered in Gibralter whose
registered office is at Librairy Ramp PO Box 104 Gibralter and whose
address in the United Kingdom is c/o Fox Associates 1 Bayham Street
London NW1 OER ("the Landlord")
2. TONY STONE ASSOCIATES LIMITED a Company registered in England, number
948785 and having its registered office at 28 Finchley Road, St. Johns
Wood, London NW1 ("the Tenant")
WITNESSETH as follows:
IN consideration of the sum of the rent and the Tenant's covenants
hereinafter reserved and contained the Landlord HEREBY DEMISES unto the
Tenant ALL THOSE the premises ("the Premises") being the Basement, First and
Second Floors of the building situate and known as 116/134 Bayham Street
Camden Town London NW1 ("the Building") as the same are shown edged in red on
the plans ("the Plans") annexed hereto and includes:-
(i) all doors and windows and window and door frames and the glass
(including any plate glass) fitted therein (but excluding the
paintwork and decoration of the external surfaces of such doors
windows and window frames);
(ii) one half (severed vertically) of all non-structural partitions
separating the Premises from any other part of the Building;
(iii) all other internal non-structural partitions;
(iv) the ceilings and floors;
(v) the plaster or other finish on all structural walls and ceilings
within the Premises;
(vi) all pipes and sanitary and water apparatus which are within the
Premises and serve the Premises alone
but excludes:
(vii) the main structure of the Building including (but not by way of
limitation) the roof and the roof joists above the ceilings of
premises in the Building the foundations and the exterior and the
load bearing columns and walls the main beams decks or girders
supporting the floors of the Building of any premises comprised
within the Building ("the Main Structure");
(ii) any pipes and other service conduits in the Premises which serve
any other part of the Building.
2. RIGHTS
The Premises are demised together with:-
2.1 the right of free passage and running of water soil gas electricity
and all other services to and from the Premises through any sewers
drain pipes wires and channels now or during the period of the
term as hereinafter defined running under or through any adjoining
or neighbouring premises now or during such period belonging to
the Landlord (but not including any right or easement unless the
same be expressly herein referred to)
2.2 the exclusive right to park private motor vehicles in the area
shown hatched black on the Plans annexed hereto
2.3 The full right and liberty for the Tenant and all persons
authorized by him (in common with all other persons entitled to
the like right) at all times by day or night to go pass and
re-pass through and along or use part of the forecourt cross
hatched black on the Plans the entrance hall landings and
staircases of the Building leading to the Premises and the lifts
in the Building and the lavatories and cloakrooms for males and
females respectively situated in the common parts of the Building
and such other lavatories and cloakrooms as shall hereafter from
time to time be allocated at its discretion by the Landlord for
use by the Tenant and staff employed at the Premises
<PAGE>
2.4 The right of support and protection now enjoyed by the Premises
from the Main Structure and adjacent premises in the Building
capable of providing such support and protection any sewers
drains pipes wires and channels now or which at any time
within such period as aforesaid shall run under or through
the Premises and to make connections with such sewers drains pipes
wires and channels for the purpose of exercising the said free
passage of water soil gas electricity and all other services as
aforesaid
2.5 With the Landlord's prior consent (which shall not be unreasonably
withheld) the full right and liberty for the Tenant and his
authorised servants agents and workmen at all reasonable times on
reasonable notice (except in emergency) to enter into and upon the
remainder of the Building as shall be necessary for the purpose of
repairing maintaining or altering cleaning renewing or examining
the Premises and any part thereof the subject matter of any
easements or any other rights set out in this clause 2 and to make
or permit any connections and disconnections which may be necesary
in relation thereto or for the purpose of carrying out any work
which may be necessary for the protection of the Premises PROVIDED
that in the exercise of such right the Tenant or such persons
exercising such rights shall cause as little inconvenience and
interference as is practicable and shall forthwith make good any
damage caused thereby.
3. EXCEPTIONS AND RESERVATIONS
There is excepted and reserved from the demise in favour of the
Landlord and the Tenants and Occupiers of other portions of the building of
which the Premises form part and all other persons entitled thereto the
following rights:-
PASSAGE OF WATER ETC.
3.1. The free passage and running of water soil gas electricity and all
other services for any adjoiniing or neighbouring premises with
the Building through any sewers drain pipes wires and channels now
or which at any time within such period as aforesaid shall run
under or through the Premises and to make connections with such
sewers drains pipes wires and channels for the purpose of
exercising the said free passage of water soil gas electricity and
all other services as aforesaid.
LIGHT AND AIR
3.2 All rights of light air and other easements and rights (but
without prejudice to those expressly hereinbefore granted to the
Tenant) now or hereafter belonging to or enjoyed by any adjacent
or neighbouring land or building over or against the Premises
SUPPORT AND SHELTER
3.3 The right to support and shelter and all other easements and
rights now or hereafter belonging to or enjoyed by the Building
other than the Premises and all adjacent or neighbouring land or
buildings an interest wherein in possession or reversion is at any
time during the term hereby granted vested in the Landlord
4. TERM
The demise is for a term ("the Term") of TWENTY FIVE YEARS from the
23rd day of October 1990
5. ENCUMBRANCES
The demise is subject to the restrictive covenants conditions
stipulations exceptions reservations easements and other matters
referred to or contained in the entries on the register at H.M.
Land Registry of the Landlords title number NGL 468360
6. RENTS
6.1 The Tenant shall yield and pay the following rents namely:-
6.1.1 For the first six months of the Term the rent of one
peppercorn (if demanded) and thereafter for the next four
and a half years the yearly rent of TWO HUNDRED AND
FOURTEEN THOUSAND FOUR HUNDRED POUNDS (L214,400.00)
6.1.2 For the next five years of the Term ("the second period")
either the yearly rent reserved above or the market rent of
the Premises at the commencement of the said period
whichever is the higher
<PAGE>
6.1.3 For the next five years of the Term ("the third period") either
the yearly rent reserved above or the market rent of the
Premises at the commencement of the said period whichever is
the higher
6.1.4 For the next five years of the Term ("the fourth period") either
the yearly rent reserved above or the market rent of the
Premises at the commencement of the said period whichever is
the higher
6.1.5 For the last five years of the Term ("the last period") either
the yearly rent payable hereunder immediately prior to the
commencement of the last period or the market rent of the
Premises at the commencement of the last period whichever is
the higher
6.2. NO DEDUCTION
The said rents shall in all cases be paid without any deduction
(except for tax authorized by statute to be deducted) by equal quarterly
payments in advance on the usual quarter days in every year ("the Rent
Payment Days")
7. STANDING ORDER
The Tenant shall give to the Bankers for the time being of the
Landlord (as nominated from time to time in writing by the Landlord to the
Tenant) a standing order directing such quarterly payments to be made on
due date at the Bankers of the Landlord
8. FIRST PAYMENT
The first of such rent payments shall be a proportionate part for
the period from the date ("the first Rent Payment Date") six months
after the commencement of the Term to the date one day before the next
Rent Payment Date thereafter and shall be made on the first Rent Payment
Date
9 INSURANCE PREMIUM
The Tenant shall also pay by way of further or additional rent an
amount equal to a fair proportion (to be determined failing agreement by
the Landlord's Surveyor whose determination shall be final and binding
on the parties hereto save in case of manifest error) of the yearly sum
or sums properly expended by or demanded of the Landlord in insuring the
Building and the Landlord's fixtures and fittings therein against loss
or damage by fire explosion lightning impact vehicles aircraft (not
being hostile aircraft) and articles dropped therefrom flood storm or
tempest bursting and overflowing of water tanks apparatus or pipes riot
civil commotion malicious damage theft following forcible and violent
entry into or exit from the Premises subsidence and accidental damage
and against such other risks as the Landlord shall reasonably think
necessary ("the Insured Risks") in a sum equal to the full cost of
reinstatement (including Architects' and Surveyors' fees demolition and
site clearance charges and three years' loss of rent) such amount to be
paid by the Tenant within 14 days of demand
<PAGE>
10. SERVICE CHARGE
10.1 The Tenant shall also pay by way of further or additional rent due
in each year of the term a Service Charge equal to such proportion
of the total cost ("the total cost") incurred or estimated by the
Landlord in respect of the Services and Expenses specified in the
Third Schedule and the cost of the Landlord carrying out its
obligations set out herein as the Area of the premises bears to the
aggregate Area of all other parts of the Building let or intended
to be let by the Landlord where "Area" means the Net Internal Area
measured in accordance with the Code of Measuring Practice issued
by the Royal Institution of Chartered Surveyors and the
Incorporated Society of Valuers and Auctioneers as amended from
time to time
10.2 The Service Charge shall be payable in advance on the usual quarter
days. For the period from the date hereof to the 31st day of
December 1990 the Tenant shall pay an estimated Service Charge at
the rate of L16,000 per annum The first payment (being a
proportionate payment) in respect of the period up to the quarter
day next following the date hereof shall be made on the execution
hereof
10.3 The said total cost to the Landlord during each financial year of
the Landlord shall be certified by a Chartered Accountant appointed
by the Landlord and shall contain a fair summary of the items
referred to in it and shall include the fees of the Chartered
Accountant for such certification and an amount for general
management expenses up to 10 per cent of the said total
cost if the Landlord shall manage the Building and up to 12.5%
maximum thereof plus VAT if the Landlord shall appoint managing
agents and the said certificate shall (save in case of manifest
error) be conclusive evidence of all matters of fact referred to in
it but the Tenant shall be entitled to inspect the audited account
on request and be provided with copies of the same
10.4 For the purpose of assessing payment on account of the Service
Charge for each financial year of the Landlord subsequent to the
31st day of December 1990 the Service Charge for such year shall be
provisionally based on actual cost of providing the services
calculated and certified as aforesaid for the previous financial
year of the Landlord and until the actual cost of providing
services for such year shall have been certified by the Landlord
the Tenant shall continue to make equal quarterly payments in
advance on the usual quarter days in every year at the rate based
on the last cost certified by the Landlord (or on the
aforementioned estimated Service Charge if no certificate shall
have been issued by the Landlord)
10.5 Any under-payment or over-payment in respect of the Service Charge
for a particular financial year or lesser period shall be adjusted
on the quarter day next
<PAGE>
following the certification in manner aforesaid of the actual cost
to the Landlord of carrying out the said works and providing the
said services and facilities during that year or period
10.6 The Landlord will not charge the Tenant and the Service Charge
shall not include any part of the total cost as shall be
attributable from time to time from other parts of the Building as
shall be designed and available for letting whether let or unlet
or which are occupied by the Landlord during the whole or
proportionately for any part of the relevant Service Charge year.
10.7 The Tenant shall also pay by way of Service Charge if requested by
the Landlord a reasonable provision (to be determined by the
Surveyor acting as an expert and not as an arbitrator) towards the
Landlord's anticipated expenditure during the term in respect of:
10.7.1 periodically recurring items whether recurring at regular or
irregular intervals and
10.7.2 such of the Landlord's obligations as relate to the renewal
of replacement of the items referred to
PROVIDED that:
10.7.3 such reasonable provision in respect of items in paragraph
10.7.2 shall be determined on the assumption that the cost
of replacement of such items is calculated on such life
expectancy as the Surveyor may reasonably determine (acting
as an expert and not as an arbitrator) and that each year
the Tenant will be required to pay a rateable proportion
towards the anticipated cost of renewal or replacement to
the intent that a fund or funds be accumulated sufficient
to cover the cost of renewal or replacement by the end of
the anticipated life of each such item except that the
Tenant shall not be required to make any provision towards
expenditure by the Landlord that it is anticipated will be
incurred by the Landlord after the expiry of the Term
10.7.4 nothing in this paragraph shall oblige the Landlord to
establish and/or maintain any such fund sufficient in whole
or in part to cover such cost of replacement or renewal
of any such item
10.7.5 any expenditure by the Landlord in respect of a recurring
item referred to in this schedule or in respect of its
obligations in connection with the renewal or replacement
of an item referred to where either:
10.7.5.1 a fund has been established in connection with such
recurring item or the renewal or replacement of
that item ("the Specific Fund") or
10.7.5:2 a part of a fund ("the General Fund") has been
allocated by the Landlord for such recurring item
or the renewal of replacement of that item
shall first be met out of the Specific Fund or as appropriate
out of the General Fund to the extent of the credit allocated
for that item by the Landlord in the General Fund
<PAGE>
10.7.6 the certificate referred to in paragraph 10.3 shall
indicate whether or not the Landlord has established
and is maintaining any fund or funds pursuant to this
paragraph and shall provide full details of any such
fund or funds
10.7.7 all sums received by the Landlord pursuant to this
paragraph 10.7 shall be credited to an account separate
from the Landlord's own money and shall be held by the
Landlord upon trust during the period of 80 years from
the date of this lease (which shall be the perpetuity
period applicable to these provisions) for the persons
who from time to time shall be the tenants of the
Building to apply the same and any interest accruing for
the purposes set out in this paragraph and at the expiry
of such period any such sums unexpended shall be paid to the
persons who shall then be the tenants of the Building in
shares equal to the percentage which the Service Charge
payable by each tenant respectively bears to the total of
all the Service Charges paid by the tenants of the Building
11. FURTHER RENT
The Tenant shall also pay by way of further or additional rent all
sums of money which become payable to the Landlord or its Agents by virtue
of any provision of this Lease
12. VAT
All sums payable under or in connection with this Lease in respect of
rent or any other monies payable or taxable supplies received by the Tenant
shall be deemed to be exclusive of Value Added Tax (or any similar tax
which shall replace Value Added Tax) which may be chargeable thereon (but
without any obligation upon the Landlord to exercise any election to waive
exemption in respect of such tax) and upon the production by the Landlord
to the Tenant of an invoice appropriate to that tax the Tenant shall pay
and indemnify the Landord in respect of such tax in addition to those sums
and the Landlord shall have the same remedies for non-payment of the tax as
if the tax were part of the rent or other such moneys or supply
13. MARKET RENT
The said market rent ("the Market Rent") shall be the amount which
shall be agreed between the Landlord and the Tenant to be the open
market rent for the time being reasonably obtainable as between a
willing landlord and a willing tenant in respect of the Premises let as
a whole (notwithstanding the provision for underletting herein
contained) with vacant possession for a term equal to the residue of the
term hereby granted or fifteen years whichever shall be the longer (in
both cases commencing on the commencement of the relevant period)
without payment of any fine or premium and in all other respects on the
terms and conditions of this Lease (including the provision for the
review of rent but excluding the amount of rent payable)
<PAGE>
ASSUMPTIONS
13.1 Upon the suppositions (if not facts):-
13.1.1 That all parts of the Premises are then ready fit and
available for immediate use and occupation and could and
would be immediately occupied whether by any willing tenant
or under-tenant;
13.1.2 That the Landlord and the Tenant have complied with all the
obligations on the part of the Landlord and the Tenant
respectively imposed by these presents (but without
prejudice to any rights of either party in regard thereto);
and
13.1.3 That if the Premises or any part thereof or the means of
access thereto or any services enjoyed therewith shall have
been destroyed or damaged the same had before the relevant
period been fully reinstated; and
13.1.4 That the whole of the Premises are then and will (throughout
the term required to be calculated for the purposes of such
lease) remain in good and substantial repair and condition
fit for immediate occupation and use; and
13.1.5 That the Premises have been fully fitted out and equipped so
as to be ready for immediate occupation and use by such
willing tenant for the Assumed Use; and
13.1.6 That the Premises have and will have throughout the term
required to be calculated for the purposes of such lease the
benefit of all necessary or appropriate rights easements
quasi-rights quasi-easements permissions approvals services
facilities or amenities (whether the same be required from the
Landlord or from any other person or authority) so as to enable
the willing tenant properly and beneficially to occupy use and
enjoy the Premises for the Assumed Use;
13.1.7 That the willing Lessee and its potential assignees or
underlessees of the Demised Premises suffer no disadvantage
at the relevant review date or at any time during
the term arising from an actual or potential election by the
Landlord to waive exemption in respect of Value Added Tax
(or any similar tax which shall replace Value Added Tax) so
far as concerns rent payable or of any taxable supply received
by the Tenant under or in connection with this Lease
13.1.8 That the Landlord is able to and does make full recovery of
Value Added Tax paid or payable on payments made by it in
connection with this Lease and which the Tenant is obliged
to reimburse the Landlord (whether by way of service charge
or otherwise) under the terms of this Lease
<PAGE>
13.1.9 That for the purpose of this clause 13 the
Assumed Use shall mean as to the First and
Second Floors as offices only and as to the
Basement as storerooms, dark rooms and
studios only.
DISREGARDS:
13.2 Taking no account of :-
13.2.1 Any goodwill attributable to the Premises by
reason of any trade or business carried on
therein by the Tenant or any permitted Under
tenant; and
13.2.2 Any effect on rent of the fact that the
Tenant or any permitted Under tenant has
carried out any works to the premises (to
which the Landlord shall have given written
consent) excluding works carried out pursuant
to an obligation to the Landlord; and
13.2.3 Any effect on rent of the fact that the
Tenant or any permitted Under tenant may have
been in occupation of the Premises; and
13.2.4 Any effect on rent of the absence of any rent
free period or contribution towards fitting
out costs or other inducement which it might
then be the practice in the open market to
make or allow to tenants on a new letting
with vacant possession
13.2.5 Any diminution of rental value which is
attributable to work carried out by or
anything done or omitted by the Tenant or any
such predecessor in title or other person as
aforesaid;
13.2.6 Any effect on rental value of anything by
reason whereof the Premises fail to comply
with the lawful requirements of any competent
authority in respect of health or safety
13.2.7 All restrictions whatsoever relating to rent
or to security of tenure contained in any Act
of Parliament and any directions thereby
given relating to any method of determining
rent as may be permitted by law
13.2.8 Any adverse effect upon rent of any temporary
works operations or other activities on any
adjoining or neighbouring property;
14. REFERRAL TO EXPERT
14.1 If in any circumstances whatsoever the Market Rent
shall not have been agreed between the Landlord and the
Tenant by the date three months before the commencement
("the Review Date") of any period ("the Review Period")
of the Term for which a rent review is stipulated then
the question may at any time thereafter at the joint
expense of the parties be referred by either party to
the decision of a Surveyor ("the Surveyor") practising
in or having knowledge of rental values in the
area in which the Premises are situate
14.2 The Surveyor shall be mutually ayreed by the Landlord
and the Tenant or in default of agreement to be
nominated by the President for the time being of The
Royal Institution of Chartered Surveyors
<PAGE>
14.3 The Surveyor whether agreed or nominated as aforesaid
shall act as an expert and not as an Arbitrator
14.4 The Surveyor's decision shall be binding on both the
Landlord and the Tenant but he shall be required to:-
14.4.1 Afford the Landlord and the Tenant an
opportunity to make written representations
to him
14.4.2 Afford the Landlord and the Tenant an
opportunity to comment on any such written
representations received by him
14.4.3 Give written reasons for his decision
15. MEMORANDUM
At the joint expense of the parties a deed of variation
recording the Market Rent in the form set out in the
First Schedule hereto shall be prepared and completed
in duplicate forthwith after the same has been agreed
or determined
16. LATE REVIEW
16.1 In the event of the Market Rent not having been agreed
or determined prior to any Review Date for any reason
whatever then the Tenant shall continue to pay to the
Landlord in the manner hereinbefore provided rent ("the
Previous Yearly Rent") at the yearly rate payable
immediately before such Review Date
16.2 On the Rent Payment Date immediately following the date
on which such agreement or determination shall have
been made the Tenant shall pay to the Landlord:-
16.2.1 the amount whereby the yearly rent agreed or
determined as aforesaid shall exceed the
Previous Yearly Rent but duly apportioned on
a daily basis
16.2.2 interest on such amount at the rate of
Barclays Bank plc base rate from time to time
upon each and every quarterly instalment of
additional yearly rent which would have
fallen due on or after such Review Date if
the amount of the additional yearly rent had
been ascertained before such Review Date (the
amount of such interest being calculated on a
day to day basis in respect of each such
quarterly instalment of additional yearly
rent as aforesaid for the period from the
date upon which the relevant instalment would
have become payable if ascertained before
such Review Date up to and including the date
of payment )
16.3 In the event that such rate shall cease to exist such
other comparable rate of interest shall apply as the
Landlord and the Tenant may from time to time agree or
in default of agreement shall be determined by an
Arbitrator appointed on the application of either party
by the President for the time being of the Institute of
Chartered Accountants in England and Wales in
accordance with the Arbitration Acts 1950 to 1979.
TENANTS COVENANTS
<PAGE>
The Tenant HEREBY COVENANTS with the Landlord as
follows:
17. TO PAY RENT ETC
17.1 To pay the rents and Service Charge reserved at the
times and in manner aforesaid without any deduction or
abatement whatsoever (except as aforesaid)
17.2 To reimburse to the Landlord on demand any charge to
the Landlord by certificated bailiffs in connection
with the collection of any of the said rents which are
in arrear
18. TO PAY RATES ETC
To pay (or in the absence of direct assessment on the
Premises to repay to the Landlord a fair proportion of) all
existing and future rates uniform business rate taxes
impositions assessments and outgoings payable by law in
respect of the Premises whether by the owner or occupier
thereof other than any such arising from any transaction or
dealing with the Premises by some person other than the
Tenant or any person claiming through or under the Tenant
including without prejudice to the generality of the
foregoing all present and future payments for works under
any Act or Acts of Parliament concerning buildings sewerege
drainage the public health or any other public or local
purposes (except tax authorised by statute to be deducted)
19. TO REPAIR
At all times during the said term to keep the Premises
and every part thereof and all additions thereto and the
Landlord's fixtures and fittings thereon (but excluding
boilers air conditioning plant and units radiators hoists
pumps and other apparatus of a like nature) in good and
substantial and decorative repair and condition
20. TO REPAIR PLANT
20.1 Without prejudice to the generality of the foregoing
paragraph at all times to keep all present and future
lifts (the same being hereinafter referred to
collectively or individually as "the Lifts") in or
about the Premises or the Building in proper repair and
in good working order and condition keeping the same
free from rust and clean and oiled the presence running
and operation thereof not to contravene any other
provisions hereof and from time to time to replace
renew and reinstate any parts of the Lifts which may
become broken lost worn out or unfit for use
20.2 The Tenant shall enter into a maintenance agreement in
respect of the repair maintenance and servicing of the
Lifts with a reputable Lift Contractor such agreement
and Contractor to be approved by the Landlord such
approval not to be unreasonably withheld or delayed and
shall pay all sums of money due under such agreement
and observe and perform all covenants conditions
agreements and obligations contained in such agreement
and to procure that the same is kept in force
throughout the Term.
<PAGE>
21. TO PAINT
To paint with two coats of good quality paint in a
proper and workmanlike manner all the internal wood iron and
other internal parts of the Premises heretofore or usually
painted in every fifth year and in the last year or on
sooner determination (howsoever determined) of the said term
and after every internal painting to grain polish varnish
distemper wash stop whiten and colour all such parts as are
usually so treated and to repaper the parts usually papered
with suitable paper of good quality PROVIDED THAT any
painting in the last year of the Term shall be done in a
colour to be approved by the Landlord such approval not to
be unreasonably withheld or delayed
22. NO ALTERATIONS
22.1 Not to pull down cut alter or injure any of the main
walls foundations footings main timbers or external
appearance or floors or ceilings of the Premises or
make any additions thereto or suffer any waste spoil or
destruction in or upon the Premises nor install a
shopfront or shop fittings at the Premises And not to
make or suffer to be made any alteration or addition to
any non-structural part of the Premises without the
previous consent in writing of the Landlord (such
consent not to be unreasonably withheld) subject to the
proviso that no such consent shall be required in the
case of the Tenant installing demountable partitioning
in the Premises And to carry out any work to which the
Landlord may consent hereunder in a good and
workmanlike manner with good and substantial materials
and to the satisfaction of the Landlord in accordance
with plans elevations sections and specifications
previously approved in writing by the Landlord's
Architect or Surveyor for the time being and to pay the
fees of such Architect or Surveyor in relation thereto
And at the expense of the Tenant to remove any such
erections additions or alterations made without such
previous consent in writing of the Landlord or in
respect of which the permission of the appropriate
Planning Authority is withdrawn or lapses and at the
expense of the Tenant to comply with every order of
such authority requiring the removal or demolition of
or other work in connection with such erections
additions or alterations and such cases the Tenant will
at its own expense make good all damage caused by such
removal demolition or other work and restore all parts
of the Premises affected thereby to a state of good
repair and condition PROVIDED THAT if the Landlord so
requests to reinstate the Premises at the end of the
Term (howsoever determined) and make good any damage
caused as a consequence of such reinstatement
22.2 Not save in accordance with the terms and
conditions laid down by the Institution of
Electrical Engineers and the regulations of the
electricity supply authority to make any
alteration or addition to the electrical
installation in the Demised Premises and not to
connect any apparatus thereto which might endanger
or overload such installation and any part thereof
<PAGE>
23. NO OVERLOADING ENCROACHMENTS ETC.
Not to overload or do any other thing which may in any
manner weaken the structure of the Premises or at any time
block up darken obstruct or obscure any external doorway
passage windows light grating or opening belonging to the
Premises or permit any new window light opening or other
encroachment or easement to be made into against or upon the
Premises and will at the request and cost of the Landlord
adopt such means as may in the reasonable opinion of the
Landlord be expedient for preventing any such encroachment
or the acquisition of any such easement on or over the
Premises
24. ENTRY TO ENFORCE REPAIRS
To permit the Landlord and its agents with or without
workmen and others twice a year at reasonable times in the
daytime upon not less than 7 days prior notice to enter upon
and view the condition and state of repair of the Premises
and thereupon the Landlord may serve upon the Tenant notice
in writing specifying any repairs and works necessary to be
done and for which the Tenant is liable and require the
Tenant within three months or sooner if requisite to execute
the same and if the Tenant shall not within one month after
service of such notice proceed diligently with the execution
of such repairs and complete the same within the space of
three calendar months from the date of the notice or sooner
if requisite then (without prejudice to any other rights of
the Landlord under this Lease) in any of such cases to
permit the Landlord to enter upon the Premises and execute
such repairs and works and the proper and reasonable cost
thereof shall be a debt due from the Tenant to the Landlord
and be forthwith recoverable as rent in arrear
25. ENTRY FOR REPAIRS
To permit the Landlord or its agents or workmen and
also the Tenants or Occupiers of any adjoining or
neighbouring premises at any time during the said term at
reasonable hours in the daytime upon reasonable prior
appointment (except in case of emergency) to enter upon the
Premises for the purpose of executing works to or upon such
adjoining or neighbouring premises
26. NO ALIENATION OF PART
Nor to assign charge underlet or part with or share the
possession or occupation of part only of the Premises save
as hereinafter mentioned
27. ASSIGNMENT/CHARGE OF WHOLE
27.1 Not to assign or charge the Premises as a whole without
the previous written consent of the Landlord (such
consent not to be unreasonably withheld or delayed)
27.2 On any assignment of the Premises to procure that the
Assignee enters into a covenant with the Landlord
throughout the residue of the said term to pay the
rents reserved by and perform and observe the covenants
on the part of the Tenant
<PAGE>
contained in this Lease and further if the Landlord
shall in its reasonable discretion so require to obtain
a reasonably acceptable Guarantor for any assignee or
proposed assignee to whom this Lease is about to be
assigned who shall covenant with the Landlord in the
terms set out in the Second Schedule hereto
28. UNDERLETTING
28.1 Not to underlet or part with or share possession or
occupation of the whole of the Premises without the
previous consent in writing of the Landlord such
consent not to be unreasonably withheld or delayed nor
to underlet or part with or share possession of
occupation of part of the premises save that the tenant
may with previous written consent in writing of the
Landlord such consent not to be unreasonably withheld
or delayed underlet the whole or any part of each of
the first, second and basement floors provided that no
more that four underlettings are created
28.2 Upon the Landlord consenting to an underletting
(whether immediate or derivate) of the Premises to
procure that the underlease or sub-underlease shall:-
28.2.1 in the case of an underletting of part only
of the Premises (as opposed to the whole)
exclude by Order of the Court under s.38(4)of
Part II of the Landlord and Tenant Act 1954
(as amended by the Law of Property Act 1969)
Sections 24 and 28 thereof in relation to the
said underlease or sub-underlease and that no
underlease or sub-underlease shall be created
unless such Order of the Court be obtained
and unless the aforementioned Sections are
excluded
28.2.2 be made subject to the Tenant's covenants and
conditions herein contained so far as the
same shall apply to the underlet premises and
28.2.3 shall contain:
28.2.3.1 an absolute covenant on the part of the
underlessee or sub-underlessee not to
assign or charge part only of the
underlet premises or underlet or part
with or share the possession or
occupation of any part (as opposed to
the whole) of the underlet premises
28.2.3.2 a qualified covenant on the part of the
underlessee or sub-underlessee not
without the previous consent in writing
of the Landlord for the time being of
this present Lease (the grant of which
shall be subject to the same provisos as
are hereinbefore set forth in this
clause) to assign charge underlet share
or part with possession or occupation of
the underlet premises as a whole
28.2.3.3 a covenant that the underlessee or
sub-underlessee will cause to be
inserted in every sub-underlease whether
immediate or derivative covenants on the
part of the
<PAGE>
relevant sub-underlessee
corresponding to this covenants in the
two preceding sub-clauses
28.3. Not to grant any underlease or permit any
sub-underletting of or Licence to occupy the
Premises or any part thereof otherwise than at a
rent not less (proportionately) than the rent
payable under the terms of these presents (without
payment of premium) and upon such terms generally
(including provisions as to the periodical review
of rent in an upwards direction only and to the
then current market rent at intervals and at dates
to correspond with the dates for review of the
rents hereby reserved and hereinbefore mentioned)
29. REGISTRATION
Within one month of every assignment assent charge
transfer underlease or sub-underlease or assignment of
underlease or sub-underlease of or relating to the Premises
or any part thereof to give notice thereof in writing with
particulars thereof to the Solicitors for the time being of
the Landlord and produce to them such assignment assent
charge transfer underlease or sub-underlease or in the case
of devolution of the interest of the Tenant not perfected by
an assent within twelve months of the happening thereof to
produce to the said Solicitors the Probate of the Will or
Letters of Administration under which such devolution arises
and to pay them their reasonable registration fee being not
less than Twenty Pounds
30. FORFEITURE ETC EXPENSES
30.1 To pay all proper expenses (including Solicitor' costs
and Surveyors' fees incurred by the Landlord incidental
to or in contemplation of the preparation and service
of a notice of proceedings under Sections 146 and 147
of the Law of Property Act 1925 notwithstanding
forfeiture is avoided otherwise than by relief granted
by the Court or incidental to the preparation and
service of a Schedule of Dilapidations at the end of
the said term (howsoever determined) and if not paid
within seven days of demand such expenses shall be
recoverable as if they were rent in arrear
30.2. In the event of the Tenant committing any breach
of any covenant contained in this Lease whether
for the payment of rent or otherwise whatsoever or
of the Tenant applying to the Landlord for any
consent or licence required by the Tenant then if
the Landlord shall incur any costs charges and
expenses including reasonable and proper
Solicitors' costs Architects' fees and Surveyors'
charges to indemnify the Landlord in respect
thereof and if the same are not paid within seven
days of demand they shall be recoverable as if
they were rent in arrear
31. USER
Not to use or permit or suffer the Premises to be used for any
illegal or immoral purpose or for betting gaming or wagering or for
any offensive trade or business or for the sale of alcohol and not
to use or permit or suffer to be used the Premises
<PAGE>
or any part thereof otherwise than as offices and/or studios (which
expression "studios" shall for the avoidance of doubt include dark
rooms for use in the photographic industry) in accordance with all
statutory requirements applicable thereto and the Tenant shall not
reside or sleep on the Premises
or any part thereof or permit or suffer any person to reside or
sleep thereon
32. NO NUISANCE REGULATIONS ETC
32.1 Not to do or permit or suffer anything in or upon the Premises or
any part thereof which may be or become a nuisance annoyance or
cause damage or inconvenience to the Landlord or the tenants of the
Landlord or the tenants or occupiers of other property in the
neighbourhood or which may render the Landlord or the Tenant liable
to any notice under any Public Health Act for the time being in
force or for any purpose or in any way which would constitute a
breach of any of the provisions of any private or public Act or
Acts of Parliament for the time being in force or any regulations
or bye-laws made thereunder or by any competent public or local
authority whether affecting the Landlord or any of its present or
future property (including the Premises) or which may be in any way
calculated to injure any such property or do or suffer any other
thing which may make void or voidable any insurance of the Premises
and if at any time during the said term anything shall be done upon
the Premises which shall cause the premium to be charged by any
insurance office to exceed the average current rate for the time
being in force to give notice thereof unto the Landlord and also to
pay the extra premium so to be charged as aforesaid
32.2 To observe and perform at all times the regulations set out in the
Fourth Schedule hereto or such reasonable revisions amendments and
additions thereto made by the Landlord from time to time in
accordance with the prior notice in writing which shall be given to
the Tenant PROVIDED THAT such regulations shall not conflict with
the Tenant's use and occupation of the Premises
33. TO KEEP LANDLORD INFORMED
33.1 Within seven days after the service upon the Tenant of any notice
proposal or requirement or order made or served under any statute
or statutory regulation or any statutory modification or
re-enactment thereof and any regulation made thereunder forthwith
to supply a true copy thereof to the Landlord and to join with the
Landlord (if the Landlord deems it necessary) in raising any
objections to the same and taking such action as may be deemed
reasonably appropriate
33.2 To notify the Landlord immediately in writing of any conviction
judgment or finding of any court or tribunal relating to the Tenant
(or if the Tenant is a body corporate any director other officer or
major shareholder of the Tenant) of such a nature as to be likely
to affect the decision of any insurer or underwriter to grant or to
continue insurance of any of the Insured Risks
<PAGE>
34. ADVERTISEMENTS
Not to affix or exhibit or to permit or suffer to be affixed or
exhibited to or upon the external walls windows or other external
parts of the Premises or within one metre from any external door
window or other opening through which it is visible from outside
the Premises any name flag placard sign poster signboard nameplate
sunblind or other advertisement whatsoever without the prior
consent in writing of the Landlord (such consent not to be
unreasonably withheld)
35. PLATE GLASS
To insure and to keep insured the plate glass windows of the
Premises against damage or destruction in some insurance office or
offices or with underwriters of repute to be directed by the
Landlord and to pay all premiums necessary for this purpose within
the usual days of grace after the same shall become due and
whenever required produce to the Landlord or its agent the policy
or several policies of such insurance and the receipts for the
current year's premium and in each case of destruction of or damage
to the plate glass windows with all convenient speed to expend all
moneys received by virtue of such insurance in reinstating the same
and to make up any deficiency out of its own money PROVIDED ALWAYS
that if the Tenant shall fail to make and maintain any such
insurance as aforesaid the Landlord may from time to time at its
discretion effect and keep on foot such insurance and the Tenant
will on demand repay to the Landlord all sums of money expended by
it for that purpose Provided that if the Tenant shall with the
Landlord's agreement (such agreement not to be unreasonably withheld)
first undertake in writing to the Landlord to carry its own plate
glass insurance and the Tenant shall in the event of damage
occurring to the plate glass in the Premises forthwith make good all
damage which shall occur to such plate glass as aforesaid and shall
reinstate the said plate glass on being so damaged with like material
to the reasonable satisfaction of the Landlord then the Landlord will
not enforce this covenant
36. NO AUCTIONS ETC
Not to hang place deposit or expose outside the Premises any goods
articles or thing for sale or otherwise or cause or permit any
obstruction to the entrance passages and other common portions of
the said building and not to hold or permit to be held any sale by
auction on the Premises
37. PLANNING
In relation to the Town and Country Planning Acts 1971 to 1974 and
the Town & Country Planning (Amendment) Act 1977 and the Local
Government Planning and Land Act 1980 and any existing or future
Act or enactment modifying or re-enacting or for similar purposes
to the Acts and any rules regulations orders and directions made or
given thereunder all of which are hereinafter referred to
<PAGE>
collectively as "the Planning Acts" (an application for permission
consent or approval under such Acts being hereinafter referred to
as a "planning application" and "development" having the meaning
assigned thereto in Section 22 of the Town and Country Planning Act
1971 or that meaning as it may be amended or re-enacted from time
to time or any meaning from time to time substituted for that
meanings:-
37.1 COMPLIANCE At all times during the said term including
any statutory continuation thereof to comply with all
requirements of or having validity under the Planning Acts and
with the conditions of any planning permission relating to the
Premises and forthwith upon the receipt of any Notice or Order
or any proposal for the same from a Planning Authority or
Statutory Authority to give full particulars thereof to the
Landlord and if required to produce such Notice Order or
proposal to the Landlord and at the request and cost of the
Landlord to make or join with the Landlord in making such
objections or representations against or in respect of any
Notice Order or proposal that the Landlord shall deem
expedient
37.2 NO DEVELOPMENT Not to make any planning application for
development or carry out or cause to be carried out any
development on the Premises without the prior written contract
of the Landlord such consent not to be unreasonably withheld
37.3 INDEMNITY Except in so far as the Tenant cannot lawfully
contract to do so to pay the whole amount of any levy charge
or imposition assessed or imposed in respect of any
development of the Premises or any permission consent or
approval for such development the payment to be so made as to
ensure that no part thereof shall become or remain longer than
is avoidable recoverable from any person other than the Tenant
or charged or chargeable upon any interest in the Premises
other than that of the Tenant
37.4 TO COMPLETE WORKS
Unless the Landlord otherwise directs in writing to carry out
before the end of the tenancy hereby granted (disregarding any
statutory continuation thereof) any works required to be carried
out to the Premises on or by a date subsequent thereto by reason of
any limitation or condition imposed by a planning permission
consent or approval implemented by or by a person deriving title
through or under or acting on behalf of the Tenant or if the work
cannot lawfully be done before the end of the tenancy as aforesaid
to pay to the Landlord the estimated cost of carrying it out
Provided that if application to the Court has been made for a new
tenancy under Part II of the Landlord and Tenant Act 1954 this
sub-clause shall apply to the date on which the tenancy as
continued under the Act comes to an end and to produce to the
Landlord or its agent when required in writing to do so
<PAGE>
all such drawings documents and other evidence that the provisions
of this covenant have been complied with as either of them may require
38. STATUTORY WORKS
38.1 To execute all such works relating to the Premises as are or may
under or in pursuance of the Offices Shops and Railway Premises Act
1963 the Shops Acts the Factories Acts or any other Act or Acts of
Parliament already or hereafter to be passed or under any bye-law
regulation or order of any competent authority be directed to be done
or required by any County Council or other local or public or Town
Planning Authority to be executed at any time during the said term
upon or in respect of the Premises whether by the Landlord or Tenant
thereof
38.2 At all times hereafter to indemnify the Landlord from and against
all actions proceedings costs losses expenses claims and demands
arising out of any failure by the Tenant to observe or perform any
of its obligations under these presents in relation to the Planning
Acts and non-compliance with all matters referred to in the
preceding sub-clause
39. REINSTATEMENT
On the expiration or sooner determination of the said term to carry
out all such restoration and/or reinstatement of in or upon the
Premises as the Tenant was under obligation to carry out upon or at
any time prior to the determination of the said term
40. LAST SIX MONTHS
40.1 To permit the Landlord during the six months immediately preceding
the determination of the said term (howsoever determined) to affix
and retain without interference upon any part of the Premises but
not so as to obscure any windows of the Premises a notice for
reletting the same and during the said six months and at any time
during the said term in the event of the Landlord wishing to sell
or otherwise deal with its reversion to permit persons with written
authority from the Landlord or its agents at reasonable times of
the day to view the Premises
40.2 To permit the Landlord or its Surveyors or Agents at any reasonable
time or times during ths last six months of the said term to enter
the Premises or any part thereof during reasonable hours in the
daytime and to take schedules or inventories of the fixtures and
things to be yielded up at the expiration or sooner determination
of the said term
41. YIELD UP
To yield up the Premises with all Landlord's fixtures and additions
thereto and the pipes and water and sanitary apparatus thereof at the
determination of the term hereby
<PAGE>
granted in good and substantial and decorative repair and condition in
accordance with the covenants hereinbefore contained
42. COSTS
To pay his own Solicitors costs and disbursements in connection
with this Lease it being agreed that each party shall bear their own
costs.
43. INDEMNITY
To indemnify and keep indemnified the Landlord from liability in
respect of any injury to or the death of any person damage to any
property movable or immovable the infringement disturbance or
destruction of any right easement or privilege or otherwise by reason of
or arising directly or indirectly out of the repair state of repair
condition or any alteration to or to the user hereinbefore permitted of
the Premises and from all proceedings costs claims and demands of
whatsoever nature in respect of any such liability or alleged liability
44. RESPONSIBILITY FOR ACTS OF OTHERS
To be responsible for and to indemnify the Landlord against all
damage occasioned to the Premises or any other part of the building of
which the Premises form part or any adjacent or neighbouring premises or
to any person caused by any act default or negligence of the Tenant or
the servants agents licensees or invitees of the Tenant
45. COVENANTS
To observe and perform the restrictive covenants conditions
stipulations exceptions reservations easements and other matters
referred to or contained in Title number NGL 468360 and to keep the
Landlord indemnified against all actions proceedings costs claims and
demands in any way relating thereto
46. EFFECTS LEFT
The Tenant hereby irrevocably appoints the Landlord to be the
Tenant's agent to store or dispose of any effects left by the Tenant on
or about the Premises after the expiry or sooner determination of the
term (howsoever determined) on any terms which the Landlord in the
Landlords absolute discretion thinks fit without the Landlord being
liable to the Tenant save to account for the net proceeds of sale less
the cost of storage (if any) and any other expenses reasonably incurred
by the Landlord
47. LANDLORDS COVENANTS
THE Landlord HEREBY COVENANTS with the Tenant as follows:
47.1 QUIET ENJOYMENT
That the Tenant paying the rent hereby reserved and performing and
observing the several covenants on his part herein contained shall
peaceably hold and enjoy the Premises during the said term without any
interruption by the Landlord or any person rightfully claiming under or
in trust for the Landlord or by title paramount
<PAGE>
47.2 INSURANCE
47.2.1 To insure and keep insured or cause to be insured the
Building and the Landlord's fixtures and fittings therein in
the name of the Landlord in a sum (including any incidental
expenses) not less than the full reinstatement value
thereof and the cost of site clearance against losses or
damage by the Insured Risks in some insurance office or
underwriters of repute and:-
(a) to supply a summary of such insurance and evidence
of payment of the current premium to the Tenant on
request; and
(b) to procure that a note of the Tenant's interest is
endorsed on the policy; and
(c) to procure from the insurer a Notice of Waiver of its
right of subrogation against the Tenant; and
(d) to notify the Tenant of any alteration or variation
in the terms of the insurance cover within seven
days of such alteration or variation being effected
47.2.2. As often as any part of the Building shall be destroyed or
damaged by any of the Insured Risks (unless payment of any
money payable under any policy of insurance shall be wholly
or partially withheld or refused in consequence of any act,
neglect or default of the Tenant the Tenants Undertenants
or their respective servants agents or licencees) to lay
out all monies received in respect of such insurance with
all convenient speed in rebuilding repairing or otherwise
reinstating the same or in providing such other premises as
the Landlord shall reasonably deem appropriate to replace
the Building so destroyed or damaged
47.3. REPAIR AND MAINTENANCE
47.3.1 To maintain repair and renew
(i) the Main Structure of the Building
(ii) the boundary walls and fences (if any) and the gutters
and rainwater pipes of the Building
(iii) the service conduits serving the Building (other than
those within and serving only the Premises)
<PAGE>
(iv) the entrance halls landings and staircases of the
Building
(v) the means of access and egress over the carpark and
common areas over which the Tenant and other occupiers
are granted rights
(vi) the fire fighting and alarm apparatus and the fire
escapes in the Building
(vii) the boilers air conditioning plant and units radiators
hoists pumps and other apparatus of a like nature
47.3.2. To use all reasonable endeavours to enter into and thereafter
exercise and enforce the benefit of a Roof Guarantee ("the
Guarantee") to be provided by Integrated Polymer Systems
Limited ("the Guarantor") a specimen copy of which Guarantee
is annexed hereto and to inform the Tenant of the date of
installation as referred to in such Guarantee PROVIDED that
for so long as the Landlord shall fail to observe this
covenant the Tenant shall at no time during the term of the
Guarantee be liable to contribute towards the cost of the
maintenance repair or renewal of the roof of the Building in
so far as any such works are the responsibility of the
Guarantor under the Guarantee
47.3.3 So far as practicable to provide for the lighting of and
keeping clean and furnished the common entrance halls landings
staircases fire escapes and other common parts of the Building
and (as appropriate) the carpark area
47.3.4 To keep all the outside parts and all the inside parts (except
in so far as the same may have been demised) of both the
Building and the carpark area painted or otherwise decorated
or treated to the extent and in the manner to which or in
which such parts were prevlously or usually painted decorated
or treated at such intervals as the Landlord reasonably shall
determine all such work to be carried out with good quality
materials and in a good and workmanlike manner
47.3.5 To pay all rates (including water rate) taxes assessments and
outgoings payable in respect of the Building and othe carpark
area save and except other premises comprised therein as shall
be designated for letting
47.3.6 To comply with and ensure due compliance with all fire and
other regulations now or hereafter made by any competent
authority in relation to the Common Parts and the carpark
area
47.4. SERVICES
Unless prevent or restricted by any circumstances beyond its control
the Landlord will as far as practicable provide the services more
particularly referred to in the Third Schedule hereto or procure
that the said services are provided
<PAGE>
47.5. ACCESS
In exercising all rights involving entry to the Premises to cause
(and to ensure that those persons exercising such rights on its
behalf cause) as little damage as is reasonably practicable to the
Premises and as little inconvenience as possible to the occupiers
and immediately to make good any damage to the Premises and to the
Tenant's fixtures fittings and chattels therein
47.6. EXTENSION OF THE BUILDING
The Landlord so as to bind itself and successors-in-title covenants
with the Tenant that the Building shall not any time during the term
hereby created be extended or altered by the construction or erection
of an additional floor on the Building
PROVISOS
PROVIDED ALWAYS and IT IS HEREBY AGREED as follows:-
48. FORFEITURE
It shall be lawful for the Landlord at any time to re-enter
upon the Premises or any part thereof in the name of the whole
and thereupon this demise shall absolutely determine but
without prejudice to any right of action of the Landlord in
respect of any breach of the Tenant's covenants herein
contained:-
48.1 If the rents hereby reserved or any part thereof shall at any
time be unpaid for fourteen days after becoming payable (whether
formally demanded or not) or
48.2 if any covenant on the Tenant's part herein contained shall not
be performed or observed or
48.3 if the Tenant (being a Company) shall enter into liquidation
whether compulsory or voluntary (save for the purpose of
reconstruction or amalgamation) or
48.4 if a Receiver or an Administrative Receiver shall be appointed or
48.5 if the Tenant shall change its status from limited to unlimited
or vice versa or
48.6 if the Tenant shall make any composition or enter into any arrangement
with its creditors or permit any execution to be levied on the
Premises or
48.7 if the Tenant (not being a Company) shall become bankrupt
49. SUSPENSION OF RENT.
In case the Premises or any part thereof or access thereto shall at
any time be destroyed or damaged by any of the Insured Risks so as
to be unfit for occupation or use then (unless the insurance policy
or policies of the Premises shall have been vitiated and payment of
the policy monies avoided either in whole or in part by reason of any
act or default of the Tenant or of any occupier of the Premises
or the Lessee or Occupier of any other part of the Building
of which the premises form part) the rents and service charge hereby
reserved or a fair and just proportion thereof according to the nature
and extent of the damage sustained shall for a period from the date of
such destruction or damage as aforesaid until the Premises
<PAGE>
shall have been rebuilt and reinstated and made fit for
occupation or use be suspended and cease to be payable
PROVIDED that if upon expiry of a period of twenty-four
months commencing on the date of the damage or destruction
the Premises shall not have been rebuilt and reinstated and
made fit for occupation or use then the Landlord or the
Tenant shall be entitled by giving three months notice in
writing to the other to terminate this Lease and upon the
expiration of such notice this Lease shall determine and
absolutely cease but without prejudice to any rights or
remedies that may have accrued to either party against the
other in respect of any breach of any of the covenants and
conditions contained in this Lease.
50. INTEREST
50.1 If any rent or any other money payable by the Tenant to the
Landlord under this Lease shall not be paid on the days upon
which it is due the same shall be payable with interest
thereon at the rate of Three per centum above the base
lending rate of Barclays Bank Plc for the time being in force
calculated on a day to day basis from the said day upon which
it is due down to the date of payment
50.2 In the event that such base rate shall cease to exist then
such other comparable rate of interest shall apply as the
Landlord and the Tenant may from time to time agree or in
default of agreement shall be determined by an Arbitrator
appointed on the application of either party by the President
for the time being of the Institute of Chartered Accountants
in England and Wales in accordance with the Arbitration Acts
1950 to 1979.
51 INHERENT DEFECTS
Nothing in this Lease shall be construed as obliging the
Tenant to remedy any defect in the Premises or to
contribute towards the cost of remedying any defect in the
Building which is attributable to defective design
defective workmanship or defective supervision of the
construction of or the installation of anything in or on
the Premises or the Building PROVIDED THAT for the
avoidance of doubt and without prejudice to the generality
of the foregoing nothing in this Lease shall be construed
as obliging the Tenant to remedy or to contribute towards
the cost of remedying any damp in the floor or walls to
the basement of the Building.
52. COMPENSATION
Except where any statutory provision prohibits the
Tenant's right to compensation being reduced or excluded
by agreement the Tenant shall not be entitled to claim
from the Landlord on quitting the Premises or any part
thereof any compensation under the Landlord and Tenant Act
1954 or any statute modifying or re-enacting the same
53. NOTICES
Any demand or notice under this Lease shall be made or
given in writing by the Landlord or the Landlord's
Solicitor or Agent and served upon the Tenant either
personally or by post addressed to the Tenant at the
address of the Tenant stated in this Lease or at the
address or place of business of the Tenant last known to
the Landlord or
<PAGE>
the Premises A demand or notice so addressed and posted shall
be deemed to be delivered forty-eight hours after posting and
shall be effective notwithstanding that it be returned
undelivered and notwithstanding the death of the Tenant
54. NO WAIVER
The receipt of rent on the part of the Landlord shall not
be and shall not be deemed to be a waiver of any of the
covenants provisions or conditions herein contained and on
the part of the Tenant to be observed and performed
55. INTERPRETATION In this Lease where the context so admits:-
55.1. Words importing the neuter gender include the masculine and
feminine genders;
55.2. Words importing the singular number only include the plural
number and vice versa and where there are two or more
persons included in the expressions "the Tenant" "and the
Guarantor" respectively covenants expressed to be made by the
Tenant and the Guarantor respectively shall be deemed to be
made by such persons jointly and severally;
55.3. The expression "Superior Landlord" shall mean any landlord
(other than the Landlord) holding an estate or interest
in reversion on the Premises or on the said term whether
immediate to the Landlord or otherwise;
55.4 The expression "the Landlord" shall where the context so
admits include the person for the time being entitled to
the reversion immediately expectant on the determination
of the term hereby created;
55.5 The expression "the Tenant" shall where the context so
admits include its successors in title and permitted assigns;
55.6. Such of the division walls as divide the Premises from other
premises of the Landlord shall be deemed to be party walls or
fences and to belong in equal moieties (considered as divided
vertically down the middle throughout the whole length) to the
property on either side thereof
I N W I T N E S S whereof the parties hereto being Companies have caused their
respective Common Seals to be hereunto affixed and the parties hereto being
individuals have set their respective hands and seals the day and year first
above written
THE FIRST SCHEDULE
(Deed recording Rent payable on Review)
THIS DEED is made the ___ day of ___________ 19__ BETWEEN ____________ LIMITED
whose registered office is at _______________________________________
(hereinafter referred to as "the Landlord") of the first part of
________________________________________________________________________
(hereinafter referred to as "the Tenant") of the secont part and of
<PAGE>
______________________________________________________________________________
(hereinafter referred to as "the Guarantor") of the third part
WHEREAS this Deed is supplemental to a Lease (hereinafter referred to as "the
Lease") dated the day of One thousand nine hundred and
and made between the Landlord of the first part the Tenant of
the second part and the Guarantor of the third part whereby the premises
therein described and shortly known as were demised to the Tenant for a term
of years from the day of One thousand nine hundred and
at an annual rent of POUNDS SUBJECT TO revision as
provided for in Clause of the Lease
NOW THIS DEED WITNESSETH as follows :-
1. PURSUANT to Clause of the Lease the Landlord and the
Tenant have agreed that the rent payable by the Tenant from the
expiration of the year of the term created by the
Lease shall be POUNDS per annum in lieu of
POUNDS per annum
2. THE Guarantor HEREBY AGREES to the revision of the rent pursuant to
Clause of the Lease as hereinbefore
THE SECOND SCHEDULE
(GUARANTEE)
The Guarantor[s] at the request of the Assignee and in consideration of the
Licence and consent hereinbefore contained HEREBY [JOINTLY AND SEVERALLY]
COVENANT[S] AND GUARANTEE[S] with and to the Landlord in manner following
that is to say:-
1. That the Assignee shall at all times during the said term duly pay the
respective rents reserved by the Lease at the times and in the matter at and
in which the same are thereby reserved and made payable and duly observe and
perform all the covenants on the part of the Tenant and the conditions
therein contained
2. That the Guarantor[s] will at all times hereafter pay and make good to
the Landlord all losses costs damages and expenses occasioned to the Landlord
by the non-payment of the said rents or any of them or any part thereof or
the breach non-observance or non-performance of any of the said covenants and
conditions as aforesaid And further that any neglect or forbearance on the
part of the Lease in enforcing or giving time to the Assignee for payment of
the said rents or any of them or any part thereof or the observance or
performance of any of the said covenants and conditions shall not in any way
release the/any Guarantor[s] in respect of his [their] liability under the
covenant or guarantee on his part hereinbefore contained
3. That if the Assignee shall be dissolved or (being an individual) shall
become bankrupt and the Liquidator or Trustee in Bankruptcy (as the case may
be) shall disclaim the Lease and if the Landlord shall within three months
after such disclaimer by notice in writing require the Guarantor[s] to accept
a Lease of the Demised Premises for a term commensurate with the
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residue which if there had been no disclaimer would have remained of the term
granted by the Lease at the like rents and containing the like covenants
conditions and provisions (other than the provisions relating to the
Gurantor[s]) in all respects as are reserved by and contained therein (such
new Lease and the rights and liabilities thereunder to take effect from the
date of such disclaimer as aforesaid) then and in such case the Guarantor[s]
shall at his [their] own expense take up such a Lease and deliver a duly
executed Counterpart thereof to the Landlord
4. That if the Landlord shall not require the Guarantor[s] to take a Lease
of the Demised Premises pursuant to sub-clause (iii) above the Guarantor[s]
shall nevertheless upon demand pay to the Landlord a sum equal to the rent
that would have been payable under the Lease but for the disclaimer in
respect of the period from the date of the said disclaimer until the
expiration of three months therefrom or until the Demised Premises shall have
been re-let by the Landlord whichever shall first occur
THIRD SCHEDULE
(SERVICES)
1. Keeping the entrance hall landings passages stairs lifts drains and soil
pipes intended for the common use and service of the occupiers of the
Building in good tenantable and sufficient repair and condition
2. So far as reasonably practicable keeping the entrance hall landings
staircase and passages of the Building clean and properly lit and to cause to
be carried out normal cleaning of the common parts of the Building
3. At all times
a) Supplying hot water to the wash basins in the lavatories of the
Building and
b) between the 1st day of October in one year and the 30th day of April
in the next year or such alterative period as the Landlord may from time to
time reasonably deem necessary and/or desirable using its best endeavours to
maintain an efficient heating system to the demised premises by means of the
existing radiators (if any) and heating plant.
4. Provision maintenance and replacement of fire extinguishing
equipment
5. Provision and replacement of carpets in the common parts of the Building
6. Repair and maintenance of the access road railings gates and parking
area yard
7. Decorating the exterior and common parts and washing down and cleaning
the exterior stonework and brickwork of the Building
8. Compliance with any Act of Parliament Statutory Instrument Order or
Regulation or Local Bye-Law relating to the common parts of the Building
9. Provision of any other service of facility and the making of any other
payment which may reasonably be required for the efficient running of the
Building and the comfort of the Tenant thereof including the provision of a
signwriter for the purpose of displaying in such manner as the Landlord shall
consider appropriate the name of the Tenant in the entrance hall
10. Payment of insurance premiums as required by the Landlord to cover
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10.1 the Building Architects' and Surveyors' fees and loss of rent
against fire and other risks from time to time insured by the Landlord
and/or Superior Landlord
10.2 engineering insurances for lifts boilers and electrical and/or
mechanical equipment installed in the Building
10.3 public liability insurance policies
11. Payment of water rates for the Building
12. Payment of general rates or uniform business rate until such time
as the demised premises are separately assessed
THE FOURTH SCHEDULE
REGULATIONS OF THE BUILDING
1. No tea leaves or other matter or things likely to cause an obstruction
or corrosion are to be placed or thrown in or down the waste pipes or W.C
lavatory basins or urinals
2. All necessary steps shall be taken to prevent the overflow or waste of
hot or cold water
3. The Tenant shall not interfere or permit any interference with the
heating appliances and installations apart from the normal switching on or
off of the appliances in the demised premises for the comfort of the
occupants thereof
4. Apart from any self-operating lifts installed in the Building no person
other than the attendant employed for such purpose shall operate the lifts
5. The Tenant shall not in any circumstances overload or permit any
overloading or other misuse of any of the lifts in the Building
6. The Tenant shall not obstruct or permit any obstruction of or wedge open
the smoke doors in the Building
7. The Tenant shall not obstruct that part of the forecourt shown cross
hatched black on the plan
THE COMMON SEAL of BANTRY INVESTMENTS )
LIMITED was hereunder affixed in )
the presence of:- )
For and on behalf of E. Watkins Director
Finsbury Corporate Services Ltd.
Secretary
FINSBURY SECRETARIES LIMITED
SECRETARIES
Leonard Kasler & Company
20-21 Queenhithe
London EC4V 3DX.
Ref: MDB
Tel: 071 236 1826
Fax: 071 236 3328
DX: 42601 Cheapside
OIS: 0314b