UK-London-101 Bayham Street Lease - Allied Dunbar Assurance plc and Tony Stone Associates Ltd.
DATED 18th OCTOBER 1995
ALLIED DUNBAR ASSURANCE PLC
to
TONY STONE ASSOCIATES LIMITED
------------------------------
L E A S E
of
101 Bayham Street, Camden.
London, NWI
------------------------------
FORSYTE SAUNDERS KERMAN
79 New Cavendish Street
London
WIM 8AQ
<PAGE>
PARTICULARS
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------
1 DATE OF THIS DEED 18th October 1995
-------------------------------------------------------------------------------
2 LEASE OR UNDERLEASE LEASE
-------------------------------------------------------------------------------
3 LANDLORD ALLIED DUNBAR ASSURANCE PLC
of Allied Dunbar Centre Swindon
SN1 1EL
Company Registration No. 865292
-------------------------------------------------------------------------------
4 TENANT TONY STONE ASSOCIATES LIMITED whose
registered office is at Worldwide
House 116 Bayham Street London NW1
0BA
Company Registration No. 948785
-------------------------------------------------------------------------------
5 SURETY (if any) None
Company Registration No.
-------------------------------------------------------------------------------
6 DEMISED PREMISES The land and buildings known as
Number 101 (formerly known as
numbers 95-111) Bayham Street
Camden as shown edged red on the
annexed plan for identification
only and including all such parts
of the buildings as oversail any
adjoining property but excluding
the premises comprised in and
demised by the Transformer Chamber
Lease
-------------------------------------------------------------------------------
7 DATE OF COMMENCEMENT 18th October 1995
OF TERM
-------------------------------------------------------------------------------
8 LENGTH OF TERM 15 years
-------------------------------------------------------------------------------
<PAGE>
9 EXPIRY DATE OF TERM 17th October 2010
-------------------------------------------------------------------------------
10 RENT(S) L292,400 per annum
as they may be reviewed
under the Third Schedule
-------------------------------------------------------------------------------
11 RENT COMMENCEMENT DATE 7th October 1996
-------------------------------------------------------------------------------
12 ANCILLARY RENT
COMMENCEMENT DATE 18th October 1995
-------------------------------------------------------------------------------
13 RENT REVIEW DATE(S) 18th October 2000 and
18th October 2005
-------------------------------------------------------------------------------
14 USER Offices (other than a betting shop)
together with such ancillary use as
may be required by the Tenant from
time to time
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
INDEX
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
CLAUSE SUBJECT
-------------------------------------------------------------------------------
<S> <C>
1 Definitions
-------------------------------------------------------------------------------
2 Interpretation Provisions
-------------------------------------------------------------------------------
3 Demise and Rent
-------------------------------------------------------------------------------
4 Insurance Provisions
-------------------------------------------------------------------------------
5 Tenant's Covenants
-------------------------------------------------------------------------------
6 Landlord's Covenants
-------------------------------------------------------------------------------
7 General Provisions
-------------------------------------------------------------------------------
FIRST SCHEDULE Rights granted
-------------------------------------------------------------------------------
SECOND SCHEDULE Rights excepted
-------------------------------------------------------------------------------
THIRD SCHEDULE Rent Review
-------------------------------------------------------------------------------
FOURTH SCHEDULE Form of Surety Covenant
-------------------------------------------------------------------------------
FIFTH SCHEDULE Deeds to which Demise is subject
-------------------------------------------------------------------------------
SIXTH SCHEDULE Memoranda of Rent Review Provisions
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
THIS LEASE is made on the date stated in the Particulars
BETWEEN
(1) the Landlord specified in the Particulars ("the Landlord")
(2) the Tenant specified in the Particulars ("the Tenant") and
(3) the Surety (if any) specified in the Particulars ("the
Surety")
W I T N E S S E S:
1 DEFINITIONS
IN this Lease the following expressions (where the context so admits)
shall have the following meanings:
1.1 "Act" Shall mean every Act of Parliament (whether
specifically named herein or not) which may be
relevant to the Demised Premises its user or
anything on the Demised Premises the persons
employed or having recourse thereto whether or
not in force at the date hereof and shall include
any statutory re-enactment or modification thereof
and any order regulation directive by-law rule
consent or licence granted or required thereunder
or by any Public or local authority or by any
court of competent jurisdiction
1.2 "Conduit" Any conducting medium or other thing within the
Demised Premises by means of which any facility
service or matter may pass
1.3 "the Demised Premises" The whole and every part of the land described in
the Particulars together with everything for the
time being on the land and/or appurtenant to it
including the airspace above the land so described
1.4 "the Documents" The Deeds to which the demise is subject details
of which are set out in the Fifth Schedule
<PAGE>
1.5 "the Insured Risks" The risks insured against under Clause 4.1
1.6 "Landlord" Shall include the person entitled for the time
being to the reversion to this Lease
1.7 "Interest" Interest at the rate of 4% per annum above Lloyds
Bank plc Base Rate for the time being payable
from the date of demand by the Landlord (or if
earlier the date at which monies shall have become
due or at which the Landlord shall have expended
monies in respect of which interest is required
under this Lease) until the date of payment to
the Landlord compounded with quarterly rests on
the usual quarter days
1.8 "the Particulars" The details on the preceding pages headed
"Particulars"
1.9 "the Plan" The plan or plans specified in the Particulars
1.10 "Requisite Notice" A notice in writing to the Tenant seventy two
hours before any entry is made on the Demised
Premises Provided That in the case of an
emergency no notice shall be required
1.11 "Tenant" Shall include the Tenant's successors in title
and if it is an individual his personal
representatives
1.12 "the Term" The term mentioned in the Particulars which shall
include any extension or continuation whether by
statute or at common law
1.13 the "Termination Date" The date of expiration or sooner determination of
the Term
1.14 "the Transformer The Lease dated 18 March 1992 of the Ground Floor
Chamber Lease" Transformer Chamber
1.15 "VAT Act" The Value Added Tax Act 1994 as amended from time
to time and any Act from time to time replacing
re-enacting or consolidating it
<PAGE>
1.16 "VAT" Value Added Tax or any similar tax from time to
time replacing it or performing a similar fiscal
function
1.17 "VAT Supply" The meaning which "supply" has for the purpose of
the VAT Act
2 IN THIS LEASE:
2.1 The details and descriptions appearing in the Particulars shall be
included and form part of the Lease
2.2 If there shall be more than one person included in the expression
"Tenant" or "Surety" the covenants by them shall be joint and several
2.3 Where any act is prohibited the Tenant shall not allow or suffer such act
to be done
2.4 Where the Landlord or any other person deriving authority under or through
the Landlord exercises any rights to enter the Demised Premises under this
Lease unless specifically provided herein to the contrary the person
exercising such right shall cause the minimum amount of inconvenience or
disturbance possible and will make good any damage caused to the Demised
Premises to the reasonable satisfaction of The Tenant but neither such
person nor the Landlord shall be liable for any other compensation save
for any loss or damage occasioned by any negligent act
3 DEMISE
THE Landlord DEMISES to the Tenant ALL THOSE the Demised Premises
TOGETHER with so far as the Landlord has title to grant the same the
easements and rights specified in the First Schedule EXCEPTING AND
RESERVING to the Landlord the rights and easements specified in the
Second Schedule TO HOLD The Demised Premises to the Tenant from and
including the Date of Commencement of Term for the Term SUBJECT to all
rights easements privileges restrictions and stipulations of whatever
nature affecting the Demised Premises and FURTHER SUBJECT to the covenants
and other matters referred to in the Documents and FURTHER SUBJECT to the
rights granted by and the covenants contained in the Transformer Chamber
Lease YIELDING AND PAYING
3.1 Yearly and proportionately for any fraction of a year from and including
the Rent Commencement Date the rent specified in the Particulars and from
and including each rent review date referred to in the Particulars such
other rent as may become payable under the provisions of the Third
Schedule in each case to be paid by equal quarterly payments in advance
on the usual quarter days in every year the first such payment to be
<PAGE>
made on the Rent Commencement Date and to be in respect of the period from
and including the Rent Commencement Date to the next following quarter day
3.2 From and including the Ancillary Rent Commencement Date the insurance rent
as determined pursuant to Clause 4 hereof
4 INSURANCE
Subject to the Tenant paying the premium in accordance with the
provisions of this clause the Landlord covenants to insure the Demised
Premises (including tenant's and trade fixtures if the Landlord shall so
determine) subject to such excesses exclusions or limitations as the
Landlord or its Insurers may require in such reputable insurance office
or with such underwriters and through such agency as the Landlord may
from time to time decide in the full reinstatement value of the Demised
Premises or such higher value as the Tenant may reasonably require
including Architects' and Surveyors' and other professional fees and
incidental expenses including if the Landlord in its discretion from
time to time sees fit Value Added Tax on the rebuilding costs and such
fees and expenses and Value Added Tax which would arise by virtue of any
self supply charge against:
4.1.1 Loss or damage by fire explosion earthquake storm tempest (including
lightning) flood burst pipes impact and (in peacetime) aircraft
and articles dropped therefrom riot civil commotion and malicious
damage subsidence landslip and heave accidental damage and such
other risks against which the Landlord may from time to time deem
necessary to insure or which the Tenant may reasonably request in
writing
4.1.2 Public liability of the Landlord arising out of or in connection
with any matter involving or relating to the Demised Premises
4.1.3 The loss of rent payable under this Lease from time to time (having
regard to any review of rent which may become due under this Lease)
for four years
4.2 The Tenant shall pay to The Landlord within fourteen days of written demand
the amount of the premium for insuring the Demised Premises against the
Insured Risks from the Date of Commencement of Term as conclusively
determined by the Landlord
4.3 The Landlord shall:
4.3.1 At the reasonable request of the Tenant produce evidence of such
insurance and of the payment of the last premium and a copy of the
current policy and schedules thereto that relate to the Demised
Premises.
<PAGE>
4.3.2 Use reasonable endeavours to ensure that the premium for such
insurance and any excesses related thereto are reasonable taken in
the context of the insurance market as a whole and for insurance
cover on fully corresponding terms.
4.3.3 Procure that such insurance is on terms that there is a waiver of
the insurer's rights of subrogation against the Tenant.
4.4 If all or any part of the Demised Premises is damaged by any of the Insured
Risks and be unfit for occupation and use and the policy or policies of
insurance shall not have been vitiated or payment refused in whole or in
part as a result of some act or default of the Tenant then all or (as
the case may be) a fair proportion of The rent shall be suspended until
the Demised Premises shall be fit for occupation and use or if earlier
until the monies received by the Landlord in respect of loss of rent
insurance shall have been exhausted. In calculating the fair proportion
(if the Tenant has paid the rent due for the quarter then current)
refund shall be made in respect of the proportion of rent from the date
of damage or destruction until the next quarter day and any dispute
regarding the cesser of rent shall be referred to a single arbitrator to
be appointed in default of agreement upon the application of either
party by the President for the time being of the Royal Institution of
Chartered Surveyors under the Arbitration Acts 1950 and 1979
4.5.1 If the Demised Premises are damaged by any of the Insured Risks then
subject to Clause 4.5.3 below and subject to the Landlord being
able to obtain all necessary consents which the Landlord
covenants to use all reasonable endeavours to do the Landlord
will lay out all applicable proceeds of such insurance in
reinstating the Demised Premises and the Tenant will pay to the
Landlord within fourteen days of written demand with Interest the
amount equivalent to any excess which may be applicable to such
insurance but only insofar as such excesses have been previously
notified to the Tenant
4.5.2 If the payment of any insurance monies is lawfully refused as
referred to in Clause 4.4 hereof the Tenant will pay to the Landlord
on demand with Interest the amount so refused
4.5.3 The Landlord shall not be obliged to comply with the obligations
under Clause 4.5.1 hereof if payment of the insurance monies has
been lawfully refused in whole or in part by reason of any act or
default of the Tenant or anyone under its control and the Tenant
has not complied with Clause 4.5.2 hereof
4.6 The Tenant will not knowingly do anything which may prejudice any policy of
insurance for the time being in force in respect of any part of the Demised
Premises which may result in such insurance becoming void or voidable or
the rate of premium under such insurance being increased and the Tenant
will at all times comply with all requirements of the insurers of the
Demised Premises
<PAGE>
4.7 The Tenant will keep the Demised Premises supplied with such fire fighting
equipment as the insurers of the Demised Premises and the competent Fire
Authority may require or as the Landlord may reasonably require and
properly maintain such equipment
4.8 The Tenant will not store inflammable or explosive substances or goods at
the Demised Premises (save that with the prior written consents of the
Landlord and the insurers (such consent by the Landlord not to be
unreasonably withheld) and subject to payment by the Tenant of any
additional insurance premium the Tenant may retain reasonable quantities
of such substances or goods as are normally required for the Tenant's
business) or obstruct the access to any fire equipment or the means of
escape from or over the Demised Premises
4.9 The Tenant will reimburse to the Landlord on demand the reasonable and
proper cost of valuations of the Demised Premises for insurance purposes
which the landlord shall cause to be made from time to time but not more
frequently than once in every three years
5 TENANT'S OBLIGATIONS
THE Tenant COVENANTS with the Landlord:
5.1 Rents
To pay the rents reserved by this Lease without deduction or set off
whether legal or equitable in accordance with its terms and in the event
that any rent shall be unpaid for more than fourteen days after the due
date (whether formally demanded or not) to pay Interest
5.2.1 Repair and Decoration
At all times to keep the Demised Premises in good and substantial
repair and condition and to yield up the same at the Termination
Date in accordance with the covenants by the Tenant contained in
this Lease (damage by any of the Insured Risks excepted unless
payment of the insurance monies shall be withheld in whole or in
part by reason solely or in part of any act or default of the
Tenant or anyone under its control)
5.2.2 To keep the Demised Premises (including any part unbuilt on) and
all Conduits in a clean and tidy condition and properly cleansed and
free from obstruction and in particular to clean all the windows
(both inside and out) and all other glass in the Demised Premises as
often as occasion shall reasonably require
5.2.3 Decoration
<PAGE>
Without prejudice to the generality of the foregoing:
5.2.3.1 During the fifth year every succeeding fifth year and in
the last six months of the Term to cleanse external
surfaces and paint and otherwise treat as the case may be
all the outside of the Demised Premises usually so treated
in a workmanlike manner to the reasonable satisfaction of
the Landlord's surveyor and in the last six months in
colours to be approved by the Landlord
5.2.3.2 During the fifth year every succeeding fifth year and in
the last six months of the Term to paint with two coats of
good quality paint and otherwise treat with good quality
materials as the case may be all the inside wood and metal
work of the Demised Premises usually painted or otherwise
treated in a workmanlike manner to the reasonable
satisfaction of the Landlord's surveyor and also to clean
all other inside parts of the Demised Premises and to
paint as aforesaid or paper in a workmanlike manner all
walls and ceilings of the Demised Premises usually painted
or papered as the case may be such work in the last six
months of the Term to be executed in such colours patterns
and materials as the Landlord may reasonably require
5.2.4 To repair or replace forthwith by new articles of similar kind
and quality any fixtures fittings or plant or equipment (other
than tenant's or trade fixtures and fittings) in the Demised
Premises which shall become in need of repair or replacement
5.3 Alterations and additions
5.3.1 That no new building or new structure of any kind shall at any
time be erected upon any part of the Demised Premises
5.3.2 Not to make any internal or external alterations or additions
to any part of the Demised Premises and not to cut maim or
remove any structural parts of the Demised Premises and not to
make any change in the existing design or appearance of the
Demised Premises PROVIDED ALWAYS that the Tenant may with the
prior written consent of the Landlord (such consent not to be
unreasonably withheld) carry out (a) internal non-structural
alterations to any buildings for the time being erected on the
Demised Premises and (b) alterations (whether structural or
otherwise) involving the forming of openings to run cables
ducts and services or required for the purpose of extending
any hoist previously installed with the Landlord's consent or
required to support any additional air conditioning plant and
equipment and FURTHER PROVIDED that the Tenant
<PAGE>
at any time without requiring any consent of the Landlord may
erect install alter and remove internal demountable
partitioning but shall supply to the Landlord within a
reasonable time after any such erection alteration or removal
a plan or plans showing the details thereof
5.4 User
At all times during the Term to use the Demised Premises in accordance with
the provisions for user in the Particulars and not to use the same or any
part for any other purpose
5.5 Alienation
5.5.1 Not to the assign or charge nor (save as expressly hereinafter
provided) part with or share possession or occupation of any
part or parts (as distinct from the whole) of the Demised
Premises and not to agree to do so
5.5.2 Not to part with or share possession of the whole of the
Demised Premises or agree so to do or permit any person to
occupy the same save by way of an assignment or Underlease of
the whole of the Demised Premises
5.5.3 Not to underlet the whole or any part of the Demised Premises
at a fine or a premium and to procure that any underletting is
at a rent which in the reasonable opinion of the Tenant is not
less than the market rent of the premises underlet at the time
of such Underlease PROVIDED however that if the Landlord is
reasonably of the opinion that the rent as aforesaid is less
than the market rent of the premises underlet the Tenant shall
in the Licence granted by the Landlord for such underletting
or by such form of contemporaneous Deed as the Landlord shall
reasonably require acknowledge that such rent is to be wholly
disregarded for the purposes of any revision of the rent
payable under this Lease and shall concur in directing any
valuer appointed to determine such revision of rent to so
disregard
5.5.4 Not to underlet any part only of an individual floor of the
Demised Premises if to do so would cause more than two
separate sub-tenancies to subsist in relation to that floor
provided that it is hereby declared for the avoidance of doubt
that the Tenant may subject as hereinafter appearing underlet
any number of floors or parts of floors so long as no more
than two separate sub-tenancies shall subsist in relation to
any individual floor
5.5.5 Not to underlet any part only of the Demised Premises unless
the provisions of Sections 24 to 28 inclusive of the Landlord
and Tenant Act 1954 (as amended) are validly excluded from the
sub-tenancy and an Order of a competent Court
<PAGE>
authorising such exclusion shall have been obtained and a copy
thereof produced to the Landlord
5.5.6 Without prejudice to the foregoing provisions of this
sub-clause (each of which shall apply as a separate covenant)
and subject to compliance therewith not to assign or underlet
the whole or any part of the Demised Premises without the
previous written consent of the Landlord such consent not to
be unreasonably withheld or delayed
5.5.7 On any assignment to procure that the assignee enters 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
5.5.8 If the Landlord shall reasonably so require to obtain
acceptable guarantors for any person to whom this lease is to
be assigned who shall covenant with the Landlord in the terms
(mutatis mutandis) set out in the Fourth Schedule
5.5.9 Upon the Landlord consenting to an underletting of the whole
of the Demised Premises to procure that the Underlease shall
contain covenants by the Underlessee corresponding in all
respects (mutatis mutandis) with clauses 5.5.1 to 5.5.6 above
(inclusive) and with all references therein to the Landlord
meaning or including the Landlord under this Lease
5.5.10 Upon the Landlord consenting to an underletting of part only
of the Demised Premises to procure that the Underlease shall
contain:
5.5.10.1 An unqualified covenant on the part of the Underlessee
with the Tenant that the Underlessee will not assign
charge or underlet (or agree so to do) any part or
parts of the premises (as distinct from the whole)
thereby demised and will not (save by way of an
assignment or underletting of the whole) part with or
agree so to do or share possession of or permit any
person to occupy the whole or any part of the premises
thereby demised.
5.5.10.2 A covenant on the part of the Underlessee with the
Tenant that the Underlessee will not assign or
underlet (or agree so to do) the whole of the
premises thereby demised without the previous
consent in writing of the Landlord such consent
not to be unreasonably withheld or delayed
5.5.10.3 A covenant by the Underlessee not to sub-underlet the
underlet premises unless the provisions of Sections 24
to 28 inclusive of the Landlord & Tenant Act 1954 (as
amended) are validly excluded from the sub-tenancy and
an Order of a competent Court authorising such
<PAGE>
exclusion shall have been obtained and a copy thereof
produced to the Landlord
5.5.11 Upon the Landlord consenting to any underletting whether of
whole or part to procure that the Underlease shall contain:
5.5.11.1 Provisions for review of the rent reserved by the
Underlease corresponding (mutatis mutandis) both as to
terms and dates with the provisions set out in the
Third Schedule hereto for revision of the rent hereby
reserved
5.5.11.2 Covenants by the Underlessee (which the Tenant hereby
undertakes to enforce) to prohibit the Underlessee
from doing or suffering any act or thing upon or in
relation to the premises demised by the Underlease
which will contravene any of the Tenant's
obligations in this Lease
5.5.11.3 A condition for re-entry on breach of any covenant on
the part of the Underlessee
5.5.12 To procure in any underletting of the Demised Premises (or
any part thereof) that the rent under such underletting is
reviewed to the open market rent in accordance with the
terms of such review but not to agree the rent payable
thereunder with the undertenant without the prior written
consent of the Landlord (such consent not to be unreasonably
withheld) and to procure that if the rent under any
underlease is to be determined by an independent person not
to agree whether such person is to act as an expert or as an
arbitrator without the Landlord's prior written consent and
to procure that the Landlord's representations as to the
rent payable thereunder are made to such independent person
5.5.13 Not to vary the terms of or accept any surrender of any
underlease permitted under this clause (or agree so to do)
without the Landlord's prior written consent (such consent
not to be unreasonably withheld)
5.5.14.1 Notwithstanding anything hereinafter contained the
Tenant may share occupation of the Demised Premises
with a member of the same group of companies of which
the Tenant is a member provided that no tenancy is
created by such occupation
5.5.14.2 For the purposes of this Clause 5.5.14 the companies
shall be deemed to be in the same group if they meet
the criteria set out in Section 42(l) of the Landlord
and Tenant Act 1954
<PAGE>
5.5.15 Within one month after the transmission of any interest under
this Lease or derivative on it or the execution of any document
dealing with such interest to produce to and leave with the
Landlord the deed instrument or other document evidencing or
effecting such dealing or transmission together with a
certified copy thereof and with such reasonable registration
fee as the Landlord may require and such fees as may be payable
to any superior landlord and to procure that every document
creating a subletting of the Demised Premises or any part
thereof shall contain a similar covenant by the sub-lessee with
the Tenant and the Landlord PROVIDED THAT registration of any
such deed instrument or other document shall be evidence of
notification of such transaction to the Landlord but shall not
require the Landlord to consider the terms of such transaction
of the said deed instrument or other document and shall not be
evidence that it has done so
5.6 Entry
5.6.1 To permit the Landlord and all persons authorised by it at all
reasonable times upon Requisite Notice to enter upon the
Demised Premises:
5.6.1.1 To examine their condition and to take schedules of
repairs and the like and inventories of fixtures and
fittings plant and machinery
5.6.1.2 To execute any works of construction repair decoration
or of any other nature within the Building for which
the Landlord is responsible hereunder or on any other
adjoining or neighbouring premises and to carry out
any repairs decorations or other work which the
Landlord must or may carry out under the provisions
of this Lease upon or to the Demised Premises
5.6.1.3 For any other reasonable purpose connected with the
interest of the Landlord in the Demised Premises
including (without prejudice to the generality of the
foregoing) for the purpose of valuing or disposing of
any interest of the Landlord or any superior landlord
or doing anything which may be necessary to prevent a
forfeiture of any superior lease for the time being
affecting the Demised Premises
5.6.1.4 In the last six months of the Term to affix a sign or
signs indicating that the Demised Premises are to let
provided that such sign or signs are affixed in such a
manner so as not to interfere with the passage of
light or air or access to or egress from the Demised
Premises
5.6.2 If as a result of an inspection or otherwise the Landlord
becomes aware of any breaches of covenant by the Tenant
hereunder the Landlord may give notice in writing thereof to
the Tenant and within three months after every such notice or
sooner if required the Tenant shall remedy such breach of
covenant in accordance
<PAGE>
with such notice and the covenants contained in this Lease
to the reasonable satisfaction of the Landlord AND if the
Tenant shall fail within six weeks of such notice or
immediately in case of emergency to commence and diligently
and expeditiously to continue to comply with such notice or
if the Tenant shall at any time make default in the
performance of any of the covenants contained in this Lease
for or relating to the repair decoration or maintenance of
the Demised Premises then (without prejudice to the right of
re-entry and forfeiture hereinafter contained) the Landlord
may enter upon the Demised Premises pursuant to Clause 5.6.1
hereof and carry out or cause to be carried out all or any
of the works referred to in such notice or remedy the
default of the Tenant and all reasonable and proper costs of
all such works and all expenses properly incurred in
remedying such defaults in each case together with Interest
shall be paid by the Tenant to the Landlord on demand
5.7 Town and Country Planning Acts and Acts Generally
5.7.1 To comply with all Acts
5.7.2 At its expense to obtain from the appropriate authorities
all licences consents and permissions as may be required for
the carrying out by the Tenant of any operations or use on
any part of the Demised Premises
5.7.3 Not to make any application for planning permission without
first producing a copy of the same and obtaining the prior
written consent of the Landlord to such application which
consent shall not be unreasonably withheld or delayed
5.7.4 Unless the Landlord shall otherwise in writing direct to
carry out before the Termination Date any works stipulated
to be carried out to the Demised Premises as a condition of
any planning permission which may have been granted during
the Term and implemented by the Tenant or any other person
whether or not the date by which the planning permission
requires such works to be carried out falls within the Term
5.7.5 In any case where a planning permission granted is granted
subject to conditions and if the Landlord reasonably so
requires to provide security for the compliance with such
conditions and such planning permission shall not be
implemented until such security shall have been provided
5.7.6 If reasonably required by the Landlord but at the cost of
the Tenant to appeal against any refusal of planning
permission or the imposition of any conditions on a planning
permission in either case made pursuant to an application
therefor under this sub-clause
<PAGE>
5.7.7 Not to do anything in the Demised Premises or cause them to
be occupied in such a way as will cause any part of any
other land owned or occupied by the Landlord not to comply
with any Act
5.7.8 Within fourteen days of the receipt of notice thereof to
give full particulars to the Landlord of any permission
notice order or proposal relevant to the Demised Premises or
to the use thereof given to the Tenant or the occupier of
the Demised Premises (together with a copy of any notice
permission letter or document) under any Act and without
delay to take all necessary steps to comply therewith with
the written approval of the Landlord (such approval not to
be unreasonably withheld or delayed) and also at the request
of the Landlord to make or join with the Landlord in making
such objections and representations against or in respect of
any such notice order or proposal as aforesaid as the
Landlord shall reasonably require
5.8 Outgoings Costs and Fees
5.8.1 To pay and discharge all existing and future rates taxes
duties charges assessments impositions and outgoings
whatsoever and whether or not of a non-recurring nature
(hereinafter called "outgoings") which now are or may be
charged levied assessed or imposed upon the Demised Premises
or upon the owner or occupier thereof and to pay bear and
discharge the proportion properly attributable to the
Demised Premises of any outgoings as may be charged levied
assessed or imposed upon any premises of which the Demised
Premises form part (such proportion to be reasonably
determined by the Surveyor for the time being to the
Landlord whose decision shall be final save in the event of
manifest error)
5.8.2 To pay on demand to the Landlord any costs charges expenses
or outgoings which the Landlord has been obliged to expend
or incur in relation to any liability affecting the Demised
Premises
5.8.3 To pay to the Landlord all reasonable and proper costs
charges and expenses (including professional advisers' costs
and fees) reasonably and properly incurred by the Landlord
or any superior landlord
5.8.3.1 In or in contemplation of any proceedings under
Sections 146 or 147 of the Law of Property Act
1925 including the preparation and service of
notice thereunder (notwithstanding forfeiture is
avoided otherwise than by relief granted by the
Court)
5.8.3.2 In the preparation and service of a Schedule of
Dilapidations at any time during or after the Term
<PAGE>
5.8.3.3 In connection with any breach of covenant by or
the recovery of arrears of rent due from the
Tenant hereunder
5.8.3.4 In respect of any application for consent required
by this Lease whether or not such consent be
granted but not where such consent in unlawfully
refused
5.9 VAT
All sums payable under the terms of this Lease shall be exclusive of any
VAT and the Tenant shall pay to the Landlord all VAT for which the
Landlord is liable to account to HM Customs and Excise in relation to any
VAT Supply made or deemed to be made for VAT purposes pursuant to this
Lease
5.10 General Requirements concerning Use
5.10.1 Not to use any part of the Demised Premises for any noxious
noisy or offensive trade or business nor for any illegal or
immoral act or purpose nor for any sale by auction nor for
gaming and not to commit any nuisance or do anything which
may be or become an inconvenience or cause damage or
disturbance to the Landlord or any other person
5.10.2 Not to allow empty containers or rubbish of any description
to accumulate upon the Demised Premises nor to discharge
into any Conduit any deleterious matter or any substance
which might be or become a source of danger or injury to the
drainage system of the Demised Premises or any other
property or person
5.10.3 Not to use any part of the Demised Premises in such manner
as to subject it to any strain or interference which is not
reasonable or is in excess of that which the Demised
Premises were designed to bear and not to install machinery
on the Demised Premises which shall be unduly noisy or cause
vibration
5.10.4 Not to do anything on the Demised Premises which might
reasonably be expected to produce directly or indirectly
corrosive fumes or vapours or moisture or humidity in excess
of that which the Demised Premises were designed to bear and
are otherwise reasonable
5.10.5 Not to erect or display any mast or pole aerial satellite
dish flag signboard advertisement inscription bill placard
or sign whatsoever on the Demised Premises or the windows
thereof so as to be seen from the exterior without the
previous written consent of the Landlord which shall not be
unreasonably withheld or delayed (and if the Landlord so
requires any such to be removed and any damage caused
thereby made good by the Tenant at the Termination Date)
<PAGE>
5.10.6 To give written notice to the Landlord of any defect in the
Demised Premises which might give rise to an obligation on
the Landlord to do or refrain from doing any act or thing in
order to comply with the duty of care imposed on the
Landlord pursuant to the Defective Premises Act 1972
5.10.7 Not to stop up or paint out any windows at the Demised
Premises and not to permit any encroachment upon the Demised
Premises or the acquisition of any new right to light
passage drainage or other easement over any part of the
Demised Premises without the Landlord's consent in writing
and to give immediate written notice to the Landlord of any
threat of such encroachment or acquisition and at the
Landlord's written request to take such action as the
Landlord may reasonably require to prevent such encroachment
or acquisition
5.11 New Guarantor
Within twenty eight days of the death during the Term of any person
who at a future date shall have guaranteed to the Landlord the
Tenant's obligations contained in this Lease or of such person
becoming bankrupt or having a receiving order made against him or
being a company passing a resolution to wind up or entering into
liquidation then to give notice thereof to the Landlord and if so
required by the Landlord at the expense of the Tenant within Twenty
eight days to procure some other person reasonably acceptable to the
Landlord to execute a guarantee in respect of the Tenant's obligations
contained in this Lease in the form set out in the Fourth Schedule
hereto
5.12 Superior Interests
If this Lease shall at any time be an underlease any provision for
consent or approval of the Landlord shall be deemed to be subject to
the consent or approval of all superior landlords and the reasonable
and proper costs and expenses of obtaining such consents (whether or
not consent is forthcoming but not where the consent is unlawfully
refused) shall be repaid by the Tenant to the Landlord within fourteen
days of written demand
5.13 Construction Work
If the Tenant or any undertenant shall carry out any construction work
within the meaning of and to which the Construction (Design and
Management) Regulations 1994 (hereinafter referred to as "the CDM
Regulations") shall apply the Tenant shall:
5.13.1 prepare or procure the preparation of the Health and Safety
file ("the File") in accordance with the CDM Regulations
<PAGE>
5.13.2 grant or procure the grant of an irrevocable and non-exclusive
Licence free of any royalty or other consideration for the
Landlord its successors in title assigns and sub-licencees to
use and copy any design construction maintenance operational
and other information and documentation comprised in the File
for any purpose connected with the Demised Premises
5.13.3 ensure that the File is maintained and updated as necessary
from time to time in accordance with the CDM Regulations and
within fourteen days of request to supply to the Landlord such
copies or other evidence as the Landlord may reasonably require
to satisfy itself that the Regulations are and have been
complied with
5.13.4 upon any assignment of this Lease deliver the File to the
assignee and upon the expiration or sooner determination of the
Term to deliver the File to the Landlord
5.15 Subsisting obligations
To observe and perform all covenants agreements and conditions
contained in the Documents insofar as the same are binding upon the
Landlord or the Tenant and which relate to the Demised Premises and to
fully and effectually indemnify the Landlord from and against any
breach thereof
5.16 Indemnity
The Tenant will keep the Landlord fully indemnified against damages
losses costs expenses proceedings and liabilities arising directly or
indirectly out of the existence state of repair or user of the Demised
Premises or any breach of the Tenant's covenants herein contained or
the Tenant's failure to comply with any Act
6 THE Landlord COVENANTS with the Tenant that the Tenant paying the
rents reserved and observing and performing its covenants and
conditions contained in this Lease may peaceably and quietly hold and
enjoy the Demised Premises without any lawful interruption by the
Landlord or any person rightfully claiming through under or in trust
for it
7 PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
7.1 Re-entry
Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the landlord if the rents
reserved or any part thereof shall be unpaid for Twenty one days after
becoming payable whether formally demanded
<PAGE>
or not or if any covenant on the Tenant's part or condition contained in
this Lease shall not be performed or observed or if the Tenant for the
time being (being a company) shall enter into liquidation whether
compulsory or voluntary (save for the purpose (demonstrated to the
Landlords reasonable satisfaction) of reconstruction or amalgamation
whilst solvent) or pass a resolution for winding up (save as aforesaid)
or is unable to pay or has no reasonable prospect of being able to pay
its debts within the meaning of Sections 122 and 123 of the Insolvency
Act 1986 ("the 1986 Act") or summons a meeting of its creditors or any
of them under Part I of the 1986 Act or suffers a petition for an
Administration Order in respect of it to be filed in Court or suffers a
receiver or administrative receiver to be appointed or being an
individual or being more than one individual any one of them shall have
a receiving order made against him or become bankrupt or is unable to
pay or has no reasonable prospect of being able to pay his debts within
the meaning of Sections 267 and 268 of the 1986 Act or if the Tenant (or
if there shall be more than one Tenant any of them) shall enter into
composition with their or his creditors or suffer any distress or
execution to be levied on their or his goods or if an interim order is
made under Part VIII of the 1986 Act then and in any such case it shall
be lawful for the Landlord at any time thereafter to re-enter upon the
Demised 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 or remedy of the Landlord in respect of any
breach non-observance or non-performance of any of the tenant's
covenants or any conditions herein contained
7.2 Service of Notices
7.2.1 Any demand or notice to be served on the Tenant or any Surety
hereunder shall be validly served if sent by first class post
addressed to the Tenant or the Surety respectively (and if
there shall be more than one of them then any of them) at its
registered office or at the Demised Premises (if the Tenant is
still in occupation of the Demised Premises)
7.2.2 Any notice to be served on the Landlord shall be validly served
if sent by first class post addressed to the Landlord at its
registered office (or its last know address in the Landlord for
the time being shall have no registered office)
7.2.3 Any demand or notice sent by post shall be conclusively treated
as having been served forty eight hours after posting
7.3 No liability in damages
In the performance of any services for the Tenant at the Tenant's
request the Landlord shall not in any circumstances incur any liability
in respect of damage to person or properly or otherwise howsoever by
reason of any act neglect default or misfeasance of the Landlord its
servants employees agents or independent contractors or by reason of
<PAGE>
any accidental damage which may at any time be done to the Demised
Premises or to any of the goods persons or property of the Tenant or any
other person
7.4 Statutory 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 Demised Premises
or any part thereof any compensation under the Landlord and Tenant Act
1954
7.5 Exclusion of Rights not Granted
Nothing herein contained shall operate expressly or impliedly to confer
upon or grant to the Tenant any easement right or privilege other than
those expressly hereby granted and set out in the First Schedule hereto
7.6 Waiver of Right to Forfeit
That no demand for or acceptance or receipt of any part of the or rents
or other monies payable hereunder or any payment on account thereof
shall operate as a waiver by the Landlord of any right which the
Landlord may have to forfeit this Lease by reason of any breach of
covenant by the Tenant notwithstanding that the Landlord may know or be
deemed to know of such breach at the date of the demand acceptance or
receipt
I N W I T N E S S the parties hereto have executed these presents on the
date specified in Paragraph l of the Particulars
<PAGE>
SCHEDULE 1 above referred to
(Rights and Easements Granted)
In common with the Landlord and all others entitled to the like rights the
benefit of all such rights as were created by the Documents and are
appurtenant to the Demised Premises but subject to and conditional upon the
due performance and observance of all such covenants agreements and
conditions contained or referred to in the Documents and which relate to such
rights
<PAGE>
SCHEDULE 2 above referred to
(Rights and Easements Excepted)
There is excepted and reserved out of the Demised Premises to the Landlord
and all other persons authorised by the Landlord or having the like rights
and easements the right at any time on Requisite Notice to enter (or during
the Tenant's absence to break and enter) the Demised Premises for any
purposes for which the Tenant covenants hereunder to permit entry
<PAGE>
SCHEDULE 3 above referred to
(Provisions for Rent Review)
1 In this Schedule the following expressions shall have the following
meanings
1.1 "the Rent Review Dates" the date or dates specified in the Particulars
1.2 "the Relevant Review Date" shall mean that rent review date in respect
of which the rent is to be reviewed
1.3 "Open market rent" shall mean the yearly rent for which the Demised
Premises could be expected to be let with vacant possession on the
Relevant Review Date in the open market by a willing lessor to a willing
lessee without taking a fine or premium for a term equal to a term of
Ten years from the Relevant Review Date with provisions similar to those
contained herein for Rent Review at the end of the fifth year and
otherwise upon the terms and conditions (save as to the amount of rent)
as are herein contained on the assumption (if not the fact) that the
Demised Premises and the Building shall be in good and substantial
repair and ready for immediate beneficial occupation and that the Tenant
has had the benefit of any rent free or reduced rent period to fit out
the Demised Premises and that all the tenant's and the landlord's
covenants shall have been complied with but there being disregarded:
1.3.1 Any effect on rent of the fact that the Tenant or an
undertenant may have been in occupation of the Demised Premises
1.3.2 Any goodwill attached to the Demised Premises by reason of any
trade or business carried on therein by the Tenant or any
undertenant
1.3.3 Any effect of any improvement made by the Tenant for the time
being after the date hereof carried out with the written
consent of the Landlord (where necessary) under the terms
hereof otherwise than in pursuance of an obligation to the
Landlord
2 From and after each Rent Review Date the rent first reserved shall be
whichever is the higher of:
2.1 The yearly rent reserved immediately before the Relevant Review Date and
2.2 The Open market rent of the Demised Premises and such rent first
reserved after each Rent Review Date shall be hereinafter called "the
new rent"
<PAGE>
3 If the Landlord and the Tenant shall be able to agree the new rent or
when the new rent shall have been determined in accordance with the
provisions hereof as the case may be a note of the new rent shall be
endorsed in the Sixth Schedule to this Lease and the Counterpart hereof
and signed by the parties hereto
4 If three months before the Relevant Review Date the Landlord and the
Tenant shall not have agreed on the new rent payable from the Relevant
Review Date the Landlord or Tenant may at any time thereafter before the
rent shall be agreed between the Landlord and the Tenant require an
independent surveyor (hereinafter called "the Surveyor") to determine
the Open market rent
5 The Surveyor may be agreed upon by the Landlord and the Tenant and in
default of such agreement shall be appointed by the President for the
time being of the Royal Institution of Chartered Surveyors or the person
designated by such institution for such purpose on the application of
the Landlord or the Tenant or such professional body of Surveyors as the
Landlord shall designate and any reference hereafter to the said
President shall be deemed to include a reference to such officer
6.1 Notice in writing of his appointment shall be given by the Surveyor to
the Landlord and the Tenant and he shall invite each to submit within a
specified period (which shall not exceed four weeks) a valuation
accompanied if desired by a statement of reasons
6.2 The Surveyor (who shall be a Chartered Surveyor experienced in the
letting and/or valuation of premises of a similar nature to and situate
in the same region as the Demised Premises and used for purposes similar
to those authorised hereunder at the date of his appointment) shall as
an expert valuer whose decision shall be final and binding on all
persons who are or have been parties hereto
6.3 The Surveyor shall give notice in writing of his decision to the
Landlord and the Tenant within two months of his appointment or within
such extended period as may be reasonable
7 If the Surveyor shall fail to determine the Open market rent and give
notice thereof within the time and in the manner provided or if he shall
relinquish his appointment or die or if it shall become apparent that
for any reason he will be unable to complete his duties the Landlord may
apply to the said President for a substitute to be appointed in his
place which procedure may be repeated as many times as necessary
8 In the event that by the Relevant Review Date the new rent shall not
have been agreed or determined (whether or not negotiations shall have
commenced) the Tenant shall continue to pay rent at the rate of the
current rent on each day appointed by this Lease for payment of rent
until the new rent shall have been agreed or determined and thereupon
<PAGE>
the Tenant shall pay to the Landlord as arrears of rent an amount equal
to the difference between the new rent and the rent actually paid for
the period since the Relevant Review Date together with interest thereon
from the Relevant Review Date calculated at Lloyds Bank Plc base rate
(or if such rate is not calculated or published there shall be
substituted such rate as is most closely comparable therewith)
9 The fees of the Surveyor shall be shared as the Surveyor shall determine
between the parties or equally in the event that there shall be no such
determination
10 As respects all periods of time referred to in this Schedule time shall
be deemed not to be of the essence
11 If on any one of the Rent Review Dates there shall be in force any Act
which shall restrict interfere with or affect the Landlord's right to
revise the rent hereby reserved in accordance with the terms hereof then
the Landlord shall be entitled once following each removal or
modification of such Act to serve notice requiring a review of the said
rent (hereinafter called an "interim notice") upon the Tenant and from
and after the date of service of such interim notice until the next Rent
Review Date the rent shall be increased to whichever is the higher of
the Open market rent at the date of service of the interim notice and
the rent payable immediately prior thereto and the provisions of this
Schedule shall apply accordingly with the substitution of the said date
of service for the Relevant Review Date
<PAGE>
SCHEDULE 4 above referred to
(form of Covenant to be given pursuant to clause 5.11)
The Surety COVENANTS with the Landlord:
1 That if at any time during the Term the Tenant shall default in payment
of any of the rents reserved by this Lease on the due dates or in
observing or performing any of the covenants and conditions contained in
this Lease the Surety will pay the rents or observe or perform the
covenants or conditions in respect of which the Tenant shall have
defaulted and the Surety shall make good to the Landlord on demand all
losses costs damages and expenses resulting from any such default but so
that no time or indulgence granted by the Landlord to the Tenant nor any
variation to the terms of this Lease nor any other act matter or thing
by virtue of which but for this provision the Surety would have been
released shall in any way release the obligations of the Surety to the
Landlord under this Schedule
2 That if a liquidator or trustee in bankruptcy shall surrender or
disclaim this Lease or if this Lease shall become forfeited the Surety
will at the request of the Landlord within three months after such
surrender or disclaimer or forfeiture (as the case may be) take from the
Landlord a lease of the Demised Premises for a term equal to the residue
of the Term which would have remained had there been no surrender or
disclaimer or forfeiture at the same rent and subject to the same
covenants and conditions as are reserved by and contained in this Lease
such lease to take effect from the date of such surrender or disclaimer
or forfeiture (as the case may be) and in such case the Surety shall pay
the reasonable and proper legal costs of the Landlord of such new lease
and execute and deliver a counterpart of it to the Landlord
3 That if the Landlord shall not require the Surety to take a lease of the
Demised Premises pursuant to Paragraph 2 above the Surety shall
nevertheless within twenty eight days of written demand pay to the
Landlord a sum equal to the rent that would have been payable under this
Lease but for the surrender or disclaimer or forfeiture in respect of
the period from the date of such surrender or disclaimer or forfeiture
(as the case may be) until the expiration of three months from it or
until the Demised Premises shall have been relet by the Landlord
whichever shall first occur
<PAGE>
SCHEDULE 5 above referred to
(The Documents)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Date Description of Document Parties
------------- ------------------------ ------------------------------------------
<S> <C> <C>
6 May 1986 Transfer LDB Developments LTD(1) L C
Lamerton Ltd (2) Oxleys Department
Store Ltd (3)
------------- ------------------------ ------------------------------------------
31 May 1991 Deed L C Lamerton Ltd (1) BBC Enterprises
Ltd (2) Barclays Bank Plc (3) City Trust
Ltd (4)
------------- ------------------------ ------------------------------------------
31st May 1991 Deed International Caledonian Assets Ltd (1)
BBC Enterprises Ltd (2)
------------- ------------------------ ------------------------------------------
18 March 1992 Lease of Transformer BBC Enterprises Ltd (1) London
Chamber Electricity Plc (2)
------------- ------------------------ ------------------------------------------
13 August 1991 Party Wall Award BBC Enterprises Ltd (1) Bass Holdings
Ltd (2)
------------- ------------------------ ------------------------------------------
19 August 1991 Party Wall Award BBC Enterprises Ltd (1) Kusti Solomon
& Ruthven (2)
------------- ------------------------ ------------------------------------------
12 August 1991 Party Wall Award BBC Enterprises Ltd (1) L C Lamerton
Ltd (2)
------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 6 above referred tp
Memoranda of rent reviews
The rent payable from the first rent review date specified in the Particulars
has been agreed as POUNDS (L ) per annum
Signed .............................
duly authorised signatories
of the Landlord/Tenant/Surety
The rent payable from the second rent review date specified in the
Particulars has been agreed as POUNDS (L ) per annum
Signed .............................
duly authorised signatories
of the Landlord/Tenant/Surety
Signed .............................
duly authorised signatories
of the Landlord/Tenant/Surety
<PAGE>
THE COMMON SEAL of ALLIED DUNBAR )
ASSURANCE PLC was hereunto affixed in the )
presence of )
Authorised Signatory
Authorised Signatory