UK-London-57/58 St. James' Street Lease - Friends' Provident Life Office and Internet Capital Group (Europe) Ltd.
FRIENDS' PROVIDENT LIFE OFFICE
- to -
INTERNET CAPITAL GROUP (EUROPE) LIMITED
LEASE
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Ground floor office premises at
Cassini House 57/58 St James Street
London SW1
WP Ref: DG530
FRIENDS' PROVIDENT LIFE OFFICE
LEGAL DEPARTMENT
PIXHAM END
DORKING
SURREY RH4 1QA
TELEPHONE: 01306-654904
<PAGE>
H M LAND REGISTRY
LAND REGISTRATION ACTS 1925 TO 1986
LEASE OF PART
London Borough: City of Westminster
Landlord Title Number: LN 26420 LN 27480 and 282196
Premises: Cassini House 57/58 St. James' Street
London SW1
Premises demised by this Lease: Ground Floor Offices Cassini House
57/58 St. James's Street, London SW1
Date: 29/th/ March, 2000
1. Particulars
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Landlord FRIENDS PROVIDENT LIFE OFFICE whose
principal office is a Pixham End Dorking
Surrey RH4 1QA
INTERNET CAPITAL GROUP (EUROPE) LIMITED
registered in England under number 3797329)
whose registered office is at First Floor
Cassini House 57/58 St. James's Street,
London SW1A 1LD
Permitted Use High quality offices or high quality
offices and showroom
Premises The offices on the ground floor of the
Building shown for the purpose of
identification only edged red on the Plan.
<PAGE>
Rent (Pounds)324,800 (THREE HUNDRED AND TWENTY
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FOUR THOUSAND EIGHT HUNDRED POUNDS) per
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year subject to review in accordance with
the Third Schedule
Rent Commencement Date the 14th August 2000
Review Dates the 8th day of November 2004
the 8th day of November 200
the 8th day of November 2014
and any reference to a Review Date shall be
to the relevant Review Date
Service Charge the 29th day of March 2000
Commencement Date
Term from and including the 29th March 2000 to
and including 24th December 2017
2. Definition and Interpretation
In this Lease the terms defined in Clauses 1 and 2 hereof and in Part A of
the Second Schedule and in paragraph 1 of the Third Schedule have the
meanings specified therein unless something in the subject or context is
inconsistent therewith.
"Accountant" any person or firm professionally qualified
as a chartered accountant appointed by the
Landlord (including an employee of the
Landlord or a Group Company) to perform any
of the functions of the Accountant under
this Lease
"Acts of Terrorism" has the meaning given by Section 2(2) of
the Reinsurance (Acts of Terrorism) Act
1993
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<PAGE>
"Approved" refers to the previous approval
"Authorized" authorisation or consent in writing on
or "Consent" behalf of the Landlord
"Building" the land and buildings now known as Cassini
House, 57/58 St James's Street, London SW1
together with the basement car park
"Car Park" the car park in the basement of the
Building
"Common Parts" any halls the atrium corridors landings
pedestrian ways circulation areas
staircases lifts hoists and ramps
forecourts paths open areas lightwells
lavatories provided from time to time for
the benefit of persons using the Building
or other premises or amenities provided for
the benefit of the occupiers of the
Building but excluding the Lettable Units
"Development" has the meaning given by Section 55 of the
Town and Country Planning Act 1990
"Group Company" a company which is for the time being a
subsidiary of the Tenant the holding
company of the Tenant or which is another
subsidiary of the holding company of the
Tenant (in each case within the meaning of
Section 736 of the Companies Act 1985) or
which is an associated company of the
Tenant (meaning a company of which one
tenth or more of the equity share capital
(as defined by Section 744 of the Companies
Act 1985 as originally enacted) is
beneficially owned by the Tenant its
holding company or any subsidiary of the
Tenant or its holding company or any
subsidiary of the associated company
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<PAGE>
"Insurance Rent" the sum:
equal to a fair and reasonable proportion
of the gross premium paid by the Landlord
in insuring the Building pursuant to
Clauses 6.1.1 and 6.2 and insuring against
employers liability and public liability
pursuant to Clause 6.1.2 and
equal to the whole of the gross premium
paid by the Landlord in insuring against
loss of Rent and Service Charge pursuant to
Clause 6.1.3
"Insured Risks" fire lightning explosion aircraft or other
aerial devices (including articles dropped
therefrom) riot civil commotion or
disturbance strikes malicious persons Acts
of Terrorism earthquake lightning storm
tempest flood subsidence heave landslip
bursting and overflowing of water pipes
tanks and other apparatus and impact by
road vehicles theft damage to buildings
glass accidental damage and engineering (to
the extent that insurance against such
risks may ordinarily be arranged with an
insurer of good repute) and such other
risks as the Landlord may from time to time
in its absolute discretion think fit to
insure against
"Insurers" the insurance office or offices and/or the
underwriters with which the insurance or
insurances for the time being effected
under Clause 6.1 and 6.2 shall be effected
"Landlord" and "Tenant" wherever the context so admits includes the
person for the time being entitled to the
reversion immediately
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<PAGE>
expectant on the determination of the Term
and the Tenant's successors in title
respectively
"Lettable Units" part or parts of the Building which are let
or constructed or adapted for letting from
time to time
"party" or "parties" the Landlord and/or the Tenant but except
where there is an express indication to the
contrary excludes the Surety
"Pipes" all pipes sewers drains mains ducts vents
conduits chutes gutters watercourses wires
tanks traps meters cables channels flues
and all other conducting media and includes
any fixings louvers cowls and other
ancillary apparatus
"Plan" the plan annexed hereto
"Planning Acts" the "consolidating Acts" as defined in the
Planning (Consequential Provisions) Act
1990 and any other legislation relating to
town and country planning in force from
time to time
"Plant" all electrical and mechanical and other
apparatus plant machinery equipment
chattels fixtures and fittings of ornament
or utility including specifically lifts
hoists generators heating cooling air-
conditioning and ventilation equipment
decorative lighting and floodlighting
systems cleaning and maintenance equipment
internal telephones and computers
sprinklers fire and smoke precaution
equipment fire and intruder alarm systems
signs and closed circuit television and all
such other
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<PAGE>
systems and equipment whether the same now
exist or are provided in the future and
whether or not they are of a wholly novel
character
"Premises" the premises referred to in the Particulars
above (excluding all parts of the structure
of the Building) including:
(a) the floor finishes down to the upper
surface of the floor slab
(b) any ceiling finishes or suspended
ceilings up to the lower surface of the
ceiling slabs
(c) the inner half severed medially of
those internal non-load bearing walls
and the plaster or other coverings of
those internal load bearing walls that
divide the Premises from the adjoining
parts of the Building or from the
Retained Parts
(d) all internal and non-load bearing walls
and partitions lying within the
Premises
(e) the doors and their frames
(f) all additions permitted alterations
(whether or not subject to
reinstatement) and improvements
(g) all Landlord's fixtures and fittings
and fixtures of every kind which shall
from time to time be in or upon the
Premises (whether originally fixed or
fastened to or upon the Premises or
otherwise) except any lessee's trade or
other fixtures and fittings installed
by the Tenant
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<PAGE>
(h) all Pipes and Plant that are within and
that exclusively serve the Premises and
PROVIDED THAT:
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(i) Any reference to the "Premises"
includes in the absence of any
provision to the contrary a reference
to any part of the Premises but does
not include any part of the floor
slabs or of the structural columns or
of the ceiling slab
(ii) Any part of the Premises that faces on
to any of the Common Parts shall be
regarded as an external part of the
Premises notwithstanding the fact that
such part of the Common Parts is
covered in and "exterior" "external"
and other words to similar effect
shall be construed accordingly
"Quarter Days" 21st January 21st April 21st July and 21st
October in each year or such other quarter
days as the Landlord may substitute from
time to time on not less than three month
notice in writing to the Tenant
"Rents" Rent Service Charge Rent and Insurance Rent
or any of them as the context may admit
"Retained Parts" all parts of the Building which are not let
or constructed or adapted for letting from
time to time including specifically:-
(a) the Common Parts
(b) office accommodation and staff rooms
used by the Landlord the Building
manager and other staff
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<PAGE>
employed by the Landlord at the Building in
connection with the provision of services
to the Building
(c) a central control station for any
security system operating for the
benefit of the Building
(d) storage premises within the Building
used in connection with the provision
of services to the Building
(e) such parts of the structure walls
(including party walls and structures)
floors foundations columns ceiling
slabs and roofs of the Building and
such fences railings windows window
frames floors balconies and terraces
and such Pipes and Plant of and in the
Building as are not included in the
demise of the Premises and are not
included or intended to be included in
any demise of any other units in or
parts of the Building and
(f) the Car Park
"Service Charge Rent" a fair and reasonable proportion properly
calculated by the Surveyor (acting
reasonably and professionally) of the
Annual Expenditure (as defined in the
Second Schedule hereto)
"Specifically" without prejudice to the generality of the
above
"Statute" includes any regulations instruments
permissions directives or orders made under
such statute and any references to a
specific statute include (unless otherwise
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<PAGE>
stated) any statutory extension or
modification amendment or re-enactment of
and any regulations or orders made under
such statute
"Surveyor" any person or firm professionally qualified
as a chartered surveyor appointed by or
acting for the Landlord (including any
employee of the Landlord or a Group
Company) to perform any of the functions of
the Surveyor under this Lease
"Term" includes any period of holding-over or
extension or continuance of the Term
whether by statute or common law and
references to the "last year of the Term"
and "expiration of the Term" include
references to determination of the Term
otherwise than by effluxion of time
"VAT" means Value Added Tax and/or any tax or
levy of a similar nature made in
substitution for or in addition to such tax
2.1. Where the Landlord or the Tenant for the time being are two or more
persons any obligations expressed or implied to be made by or with
such party are deemed to be made by or with such persons jointly and
severally
2.2. Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
2.3. Any covenant by the Tenant not to do an act or thing shall be deemed
to include an obligation not to permit or suffer such act or thing to
be done by another person
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<PAGE>
2.4. References in this Lease to any clause sub-clause or schedule without
further designation shall be construed as a reference to such clause
sub-clause or schedule to this Lease so numbered
2.5. The headings to clauses paragraphs and schedules do not form part of
this Lease and shall not be taken into account in its construction or
interpretation
2.6. Any interest or other payment or sum due or payable by the Tenant
under this Lease and unpaid shall be recoverable by the Landlord from
the Tenant as rent in arrear
3. Demise
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The Landlord HEREBY DEMISES to the Tenant the Premises TOGETHER with the
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rights and easements specified in Part A of the First Schedule BUT EXCEPT
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AND RESERVING to the Landlord the rights specified in Part B of the First
-------------
Schedule TO HOLD the Premises to the Tenant for the term specified in the
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Particulars SUBJECT to all such rights easements privileges restrictions
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covenants and stipulations of whatever nature affecting the Premises as are
referred to in Part C of the First Schedule YIELDING AND PAYING to the
-------------------
Landlord:-
3.1. Rent payable by equal quarterly payments in advance on the Quarter
Days and proportionately for any period of less than a year the first
payment of which shall be a proportionate sum for the period from and
including the Rent Commencement Date up to but excluding the Quarter
Day next after the Rent Commencement Date and
3.2. Insurance Rent payable in accordance with Clause 6 and
3.3. Service Charge Rent payable in accordance with the Second Schedule
3.4. VAT on any of the foregoing Rents if applicable thereto
4. The Tenant's Covenants
----------------------
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<PAGE>
The Tenant covenants with the Landlord:-
Rent and other Payments
-----------------------
4.1.1. To pay the Rents and other payments and VAT thereon on the
days and in the manner set out in this Lease without any
deduction by way of set off or otherwise except as required
by statute
4.1.2. If so reasonably required by the Landlord to make such
payments by credit transfer
4.1.3. Interest on arrears
-------------------
If the Tenant shall fail to pay the Rent or VAT thereon on
the due date (whether formally demanded or not) or any other
sum due under this Lease within 14 days of demand the Tenant
shall pay to the Landlord interest at 4% per year above the
base lending rate of Barclays Bank plc (or such other bank
being a member of the Committee of London and Scottish
Clearing Bankers as the Landlord may from time to time
nominate in writing) on such Rents VAT and any other sums
from the date when they were due to the date on which they
are paid (such interest rate still to apply after and
notwithstanding any judgment of the Court)
4.2. Outgoings and VAT
-----------------
To pay reimburse and indemnify the Landlord against:-
4.2.1. All rates taxes assessments duties charges impositions and
outgoings which are now or during the Term shall be charged
assessed or imposed upon the Premises or upon the owner or
occupier (or a proportionate part of such payments paid or
levied on the Premises together with other premises or their
owners or occupiers) of them excluding any payable by the
Landlord resulting from receipt of Rent (but including as
payable by the Tenant the VAT payable by the Tenant on such
Rents in accordance with
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<PAGE>
its covenants in this Lease) or any dealing with or ownership of
any reversionary interest
4.2.2. VAT chargeable in respect of any other payment made by or sum
payable by the Tenant under any of the terms of or in connection
with this Lease or in respect of any other payment made by the
Landlord where the Landlord is unable to recover the input tax
where the Tenant agrees in this Lease to reimburse the Landlord for
such payment
4.3. Electricity gas water and other services consumed
-------------------------------------------------
To observe and comply with the requirements and regulations of the relevant
electricity telephone gas water and other statutory bodies and authorities
and to pay to the suppliers of (and indemnify the Landlord against all
charges for) electricity gas telephone water and other services consumed or
used at or in relation to the Premises (including meter rents) and not to
overload any electricity telephone gas or other installation
4.4. Repair and cleaning
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4.4.1. To repair the Premises in accordance with good practice from time
to time and keep them in good and substantial repair damage caused
by an Insured Risk and/or by Acts of Terrorism (if the same shall
not be an insured risk) excepted (save to the extent that the
insurance money is irrecoverable in consequence of any act or
default of the Tenant or anyone at the Premises expressly or by
implication with the Tenant's authority) and to renew (by way of
repair but not further or otherwise) all parts of the Premises from
time to time
4.4.2. To replace in accordance with good practice from time to time the
Landlord's fixtures and fittings in the Premises which may be or
become beyond repair at any time during or at the expiration of the
Term
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<PAGE>
4.4.3. To keep the Premises in a clean and tidy condition
4.5. Decoration
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As often as shall be necessary to maintain a high standard of decorative
finish but not less than once in every five years and in the last year of
the Term to decorate the Premises in a good and workmanlike manner and with
appropriate materials of good quality the tints and colours and patterns of
such decoration in the last year of the term to be approved by the Landlord
such approval not to be unreasonably withheld or delayed
4.6. Access of Landlord and notice to repair
---------------------------------------
4.6.1. To permit the Landlord subject to Clause 7.6
(a) to enter upon the Premises for the purpose of ascertaining
that the covenants and conditions of this Lease have been
observed and performed and generally for the purpose of
exercising the rights reserved in Paragraph 3 of Part B of the
First Schedule
(b) to view the state of repair decoration and condition of the
Premises and take schedules and inventories as necessary
(c) to give to the Tenant a notice specifying any repairs cleaning
maintenance or decoration which the Tenant has failed to
execute in breach of the terms of this Lease and to request
the Tenant to execute the same
4.6.2. As soon as practicable following receipt of the same to repair
cleanse maintain and paint the Premises as properly required by
such notice
4.6.3. If within two months of the service of such a notice (or such other
period specified in the notice as is reasonable) the Tenant shall
not have commenced and thereafter be proceeding diligently with the
execution of
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<PAGE>
the work referred to in the notice or shall fail to complete the
work within four months or such shorter period as the Landlord's
Surveyor acting reasonably deems reasonable in light of the urgency
and time required to carry out such work to permit the Landlord to
enter the Premises to execute such work as may be necessary to
comply with the notice and to pay to the Landlord the proper cost
incurred by the Landlord of so doing and all proper expenses
reasonably and properly incurred by the Landlord in connection
therewith (including legal costs and surveyor's fees) within
fourteen days of a written demand made of the Tenant
4.6.4. At any time during the Term to permit persons (subject to Clause
7.6) with the written authority of the Landlord or its agent to
view the Premises in connection with a sale of the reversionary
interest or in connection with the grant of a new lease of the
Premises during the last six months before expiration of the Term
where this Lease is not subject to renewal pursuant to Part II of
the Landlord and Tenant Act 1954
4.7. Alterations
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4.7.1. Not without the consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to erect remove or alter any
partitioning within the Premises or make any other internal non-
structural alterations additions or improvement to the Premises
except in accordance with the plans and specifications thereof
previously submitted at the Tenant's expense in triplicate to and
approved by the Landlord in writing (such approval not to be
unreasonably withheld or delayed) and to indemnify the Landlord
from and against any claim for nuisance or annoyance caused to
other tenants of the Building during the execution of any such
alterations or additions
4.7.2. Save as may be permitted pursuant to paragraph 4.7.1 not to make
any other alterations or additions to the Premises
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<PAGE>
4.7.3. At the end of the Term (if so reasonably required by the
Landlord by notice in writing given to the Tenant not less
than six months prior to the expiration of this Lease but not
otherwise save to the extent that the Tenant shall always
retain the right to remove its trade or other fixtures and
fittings at the Premises) substantially to reinstate the
Premises to the same condition as they were in at the date of
the grant of this Lease such reinstatement to be carried out
to the reasonable satisfaction of the Landlord's Surveyor
4.7.4. Not to make connection with any Pipes or Plant serving the
Premises except in accordance with plans and specifications
previously approved by the Landlord and except with the prior
consent of the competent statutory authority or undertaker (if
appropriate)
4.8. Yield up
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At the expiration of the Term to yield up the Premises in repair and
in accordance with the terms of this Lease and to give up all keys of
the Premises to the Landlord or its Surveyor and remove all signs
erected by the Tenant in or upon the Premises (save any required by
Statute) and to make good any damage caused by such removal
4.9. Use
---
Not to use or suffer the Premises or any part thereof to be used
otherwise than for the Permitted Use
4.10. Signs and Advertisements
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Not to affix to any window thereof any placard poster notice
advertisement name or sign whatsoever PROVIDED THAT the Landlord will
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at the request and proper cost of the Tenant exhibit or permit the
Tenant to exhibit the Tenant's name and business upon on or near to
the main entrance doorway of the Building
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<PAGE>
upon the nameboard provided and in such other reasonable places as the
Landlord shall make available in manner uniform with that in which the
names and businesses of the Landlord and other tenants of the Building
are exhibited
4.11. Nuisance residential and user restrictions
------------------------------------------
4.11.1. Not to do nor allow to remain upon the Premises anything which
may be or become or cause a nuisance disturbance inconvenience
injury or damage to the Landlord or its other tenants of the
Building or the owners or occupiers of adjacent or
neighbouring premises
4.11.2. Not to use the Premises for a sale by auction or for any
dangerous noxious noisy or offensive trade business
manufacture or occupation nor for any illegal or immoral act
or purpose or for the production sale distribution hire or
storage of pornographic material
4.11.3. Not to use the Premises for the sale of excisable or
intoxicating liquors or for the purpose of a club wherein
alcoholic liquors are supplied or consumed or for gambling or
for the purpose of any betting transaction within the meaning
of the Betting Gaming and Lotteries Act 1963 with or between
persons resorting to the Premises or for any purpose connected
with betting or gambling or football or other pools
4.11.4. Not to sleep at the Premises
4.11.5. Not to keep any animal fish reptile or bird anywhere on the
Premises
4.11.6. Not to stand place deposit or expose outside any part of the
Premises any goods materials articles or things whatever for
display or sale or for any other purpose nor cause or permit
the Retained Parts to become obstructed or dirty PROVIDED
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THAT nothing in this Clause 4.11.6 shall oblige the Tenant to
----
take any action against other tenants or occupiers of the
Building or visitors to the Building
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<PAGE>
4.11.7. Not to discharge into any of the Pipes or Plant serving the
Premises or any other property any oil grease or other
deleterious matter or any substance which shall or is likely
to become a source of danger or injury to the drainage
system of the Premises or the Building
4.11.8. Not to install or use in or upon the Premises any machinery
or apparatus which causes noise or vibration which can be
heard or felt outside the Premises or which may cause damage
to the Premises or the Building PROVIDED THAT the
-------------
installation and proper use of normal office machinery shall
not constitute a breach of this covenant
4.11.9. Not to play or use any musical instrument loudspeaker tape
or compact disc recorder gramophone radio television video
or other equipment or apparatus that produces sound in the
Premises so as to be heard outside the Premises if the
Landlord shall in its absolute discretion consider such
sound to be undesirable and shall give written notice to the
Tenant to that effect
4.11.10. Not to display any flashing lights in the Premises that can
be seen from outside the Premises nor to display any other
lighting arrangement that can be seen from outside the
Premises if the Landlord shall in its reasonable discretion
consider such lighting to be undesirable and shall give
written notice to the Tenant to that effect
4.11.11. Not to bring or permit to remain upon the Premises any safes
machinery goods or other articles which shall or may strain
or damage the Premises or the Building or any part of them
and specifically not without the Landlord's written consent
to load any floor in excess of its floor loading capacity
and not to impose any point load which shall exceed such
loading
4.11.12. Not without the consent of the Landlord to suspend anything
from the underside of the ceiling slab of the Premises
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<PAGE>
4.11.13. On any application by the Tenant for the Landlord's consent
under Clause 4.11.11 the Landlord may consult and obtain the
advice of an engineer or other person in relation to the
loading proposed by the Tenant and the Tenant shall repay to
the Landlord within 14 days of demand the reasonable and
proper fees of such engineer or other person
4.12. Alienation
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4.12.1. Not to hold on trust for another or (save pursuant to a
transaction permitted by and effected in accordance with the
provisions of this Lease and except as provided in Clause
4.12.9) share or part with the possession of the whole or
any part of the Premises or permit another to occupy the
whole or any part of the Premises
4.12.2. Not to charge or assign part only of the Premises
4.12.3. Not to assign the whole of the Premises without the consent
of the Landlord (such consent not to be unreasonably
withheld or delayed) who shall be entitled (for the purposes
of Section 19(A) of the Landlord and Tenant Act 1927) to
withhold its consent to an assignment:
(i) Unless the Tenant covenants by deed with the
Landlord to guarantee the performance by the
assignee of all the covenants on the part of the
lessee and the conditions contained in this Lease in
the terms set out in the Fourth Schedule (as if
reference therein to `the Guarantor' were reference
to the Tenant) save that such guarantee shall not
extend to any liability restriction or other
requirement arising after the assignee is released
from its covenants by virtue of the Landlord and
Tenant (Covenants) Act 1995
(ii) Unless any assignee of the whole of the Premises
covenants by deed with the Landlord to pay the Rents
reserved by this Lease and
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to observe and perform all the covenants on the part of
the tenant and the conditions contained in this Lease
during the Term until released by virtue of the
Landlord and Tenant (Covenants) Act 1995
(iii) Unless (where it is reasonable so to require) in
addition to the guarantee provided by the Tenant
pursuant to Clause 4.12.3(i) either a surety or
sureties acceptable to the Landlord (acting reasonably)
act as sureties for the assignee in order to covenant
(jointly and severally if more than one) with the
Landlord that the assignee will pay the rents reserved
by this Lease and perform and observe the covenants on
the part of the tenant and the conditions contained in
this Lease and otherwise in the terms set out in the
Fourth Schedule hereto (as if reference therein to `the
Guarantor' were reference to such sureties) or such
other terms as the Landlord and the Tenant shall agree
(both acting reasonably) or a rent deposit is provided
by the assignee on terms and in an amount to be agreed
between the Landlord and the Tenant (both parties
acting reasonably)
(iv) If at the date of request for consent to assignment the
Tenant is in arrears of the Rent or any other sums due
hereunder have been outstanding for more than 14 days
(v) If the Tenant fails to demonstrate to the reasonable
satisfaction of the Landlord (acting reasonably) that
the proposed assignee is responsible and respectable
and will be able to pay the Rents and meet the other
outgoings and liabilities arising under the Lease
(vi) If it is otherwise reasonable to do so
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4.12.4. Not to underlet the whole of the Premises without the prior
consent of the Landlord such consent not to be unreasonably
withheld or delayed Provided that:
(i) The rent to be reserved by the Tenant shall not be
less than the open market rental value for the
underlet premises without taking a fine or premium and
(ii) Any underlease shall contain:
(a) An absolute prohibition against charging or
assigning part of the Premises parting with
possession or sharing occupation of the
Premises or part thereof (save that the
undertenant may share occupation with Group
Companies on the same terms as set out in
clause 4.12.9) and
(b) A prohibition against sub-letting the whole or
part of the Premises unless such sub-underlease
shall comply with the requirements of this
clause 4.12 and shall take effect outside the
security of tenure provisions of the Landlord
and Tenant Act 1954 Part II and
(c) A covenant on the part of the undertenant to
pay the rents and other sums reserved by and
observe and perform the covenants on the
lessee's part contained in the underlease and
not suffer or permit at or in relation to the
sub-let premises any act or thing which would
constitute a breach of such covenants or
conditions
(d) A covenant on the part of the undertenant not
to do omit suffer or permit at or in relation
to the sub-let premises any act or thing which
would cause the Tenant to be in a breach of or
which if done omitted suffered or permitted by
the
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Tenant would constitute a breach of the
covenants on the lessee's part or the conditions
contained in this Lease
(iii) Prior to entering into any Underlease the parties
thereto shall obtain and produce to the Landlord an
order from the Court authorizing the exclusion of
Sections 24 to 28 inclusive of the Landlord and Tenant
Act 1954 in relation to the Underletting and
(iv) Such exclusion provisions shall be duly contained in
the Underlease
4.12.5. Not to underlet part only of the Premises without the prior
consent of the Landlord such consent not to be unreasonably
withheld or delayed Provided that:
(i) Not more than two such underlettings shall be
permitted to exist at any one time
(ii) The Premises shall not at any time be in the
occupation of more than two persons as tenants or sub-
tenants of whom the Tenant (together with all
permitted Group Companies) whilst in occupation shall
count as one
(iii) The rent to be reserved by the Tenant shall be not
less than the open market rental value for the
underlet premises without taking a fine or premium
(iv) Any underlease shall contain:
(a) An absolute prohibition against charging
assigning or sub-underletting of part of the
underlet premises parting with possession or
sharing occupation of the underlet premises or
part thereof (save that the undertenant may share
occupation with Group Companies on the same terms
as set
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<PAGE>
out in Clause 4.12.9) or (whilst permitting
a sub-underletting of the whole of the underlet
premises) against any more remote underletting
hereof
(b) A covenant on the part of the undertenant to pay
the rents and other sums reserved by and observe
and perform the covenants on the lessee's part
contained in the underlease and not suffer or
permit at or in relation to the sub-let premises
any act or thing which would constitute a breach
of such covenants or conditions
(c) A covenant on the part of the undertenant not to
do omit suffer or permit at or in relation to the
sub-let premises any act or thing which would
cause the Tenant to be in breach of or which if
done omitted suffered or permitted by the Tenant
would constitute a breach of the covenants on the
lessee's part of the conditions contained in this
Lease
(v) The term of any underlease shall not extend beyond the
29 September 2017
(vi) Prior to entering into any underlease the parties
thereto shall obtain and produce to the Landlord an
order from the court authorising the exclusion of
Sections 24 to 28 inclusive of the Landlord and Tenant
Act 1954 in relation to the underletting and
(vii) Such exclusion provisions shall be duly contained in
the underlease
4.12.6. To incorporate or procure the incorporation in every permitted
mediate or immediate underlease of such provisions as are
necessary to ensure that any such underlease is as far as
possible consistent with the provisions of this Lease and save
in the case of any underletting or sub-underletting for
-23-
<PAGE>
a term of 5 years or less that the rent thereunder is reviewed
on the dates provided for review of rent hereunder (save where
different provisions are appropriate to an underletting of part
or to changed legal circumstances or the rent thereunder is
expressed to be an appropriate proportion of the Rent hereunder
from time to time) and that (subject to Clauses 4.12.4 and
4.12.5 above) any further dealing with the premises thereby
demised shall be subject to the consent of the Landlord (such
consent not to be unreasonably withheld or delayed where the
same is so prescribed in this Lease)
4.12.7. Upon a review of the rent reserved by any such underlease to
keep the Landlord informed at all times of the progress of such
review and to obtain the approval of the Landlord (not to be
unreasonably withheld or delayed) to the amount of any reviewed
rent (save where the same is determined by any expert or
arbitrator) and the identity of any expert or arbitrator (save
where appointed by the President as defined in paragraph 1.5 of
the Third Schedule) and to supply to the Landlord not less than
10 days prior to the last date for the submission thereof a
copy of the form and any proposed submission to be made to any
expert or arbitrator and at the expense of the Tenant to submit
to any expert or arbitrator such representations as the
Landlord shall reasonably require PROVIDED THAT the Landlord
-------------
shall bear the cost of preparing any such representations as it
supplies to the Tenant for submission to the expert or
arbitrator
4.12.8. Within twenty-eight days of any assignment underlease
assignment of underlease or charge or any transmission or other
devolution of title relating to the Premises or any part
thereof to produce for registration with the Landlord's
solicitor a certified copy of the document and to pay the
Landlord's solicitor's reasonable charges for the registration
of such document such charges not being less than (Pounds)30
(Thirty Pounds)
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<PAGE>
4.12.9. Notwithstanding Clause 4.12.1 the Tenant may share the
occupation of the whole or any part of the Premises by license
or other manner which does not transfer or create a legal
estate with one or more Group Companies for so long as such
companies shall remain Group Companies provided that the Tenant
shall give to the Landlord on written request a statement of
which Group Companies are in occupation of the Premises from
time to time
4.13. Plans documents and information
-------------------------------
If called upon to do so to produce to the Landlord or the Surveyor all
plans documents and other reasonable evidence as the Landlord may
reasonably require in order to satisfy itself that the provisions of
this Lease have been complied with
4.14. Landlord's costs
----------------
To reimburse and indemnify the Landlord in full against all reasonable
and proper costs fees charges disbursements and expenses (including
specifically those payable to counsel solicitors surveyors and
bailiffs) properly and reasonably incurred by the Landlord in relation
to or incidental to:
4.14.1. every application made by the Tenant for a consent or license
required by the provisions of this Lease whether such consent
or license is granted or refused or proffered subject to any
qualification or condition or whether the application is
withdrawn but not in respect of any application where consent
or license is unlawfully refused or granted subject to an
unlawful condition
4.14.2. the proper preparation and service of a notice under the Law of
Property Act 1925 Section 146 or incurred by or in reasonable
contemplation of proceedings under Sections 146 or 147 of that
Act notwithstanding that forfeiture is avoided otherwise than
by relief granted by the Court
-25-
<PAGE>
4.14.3. the recovery or attempted recovery of arrears of rent or other
sums properly due from the Tenant and
4.14.4. any reasonable and proper steps taken in contemplation of or in
connection with the preparation and service of a schedule of
dilapidation during or within three months after the expiration
of the Term
4.15. Indemnities
-----------
To be responsible for and to keep the Landlord fully indemnified against
all losses damages actions proceedings costs expenses and liability
properly incurred by the Landlord arising directly or indirectly out of
any act omission or negligence of the Tenant or any persons at the
Premises expressly or impliedly with the Tenant's authority or any
breach or non-observance by the Tenant of the covenants conditions or
other provisions of this Lease or any of the matters to which this
demise is subject
4.16. Encroachment
------------
4.16.1. Not to stop up darken or obstruct any windows or light belonging
to the Premises
4.16.2. To take all reasonable steps at the Landlord's cost to prevent
any new window light opening doorway path passage pipe or other
encroachment or easement being made or acquired in against out
of or upon the Premises and to notify the Landlord as soon as
reasonably practicable after becoming aware of the same if any
such encroachment or easement shall be made or acquired (or
attempted to be made or acquired) and at the request and cost of
the Landlord to adopt such means as shall reasonably be required
to prevent such encroachment or the acquisition of any such
easement
-26-
<PAGE>
4.17. The Planning Acts
-----------------
4.17.1. Not to commit in relation to the Premises any breach of planning
control (such term to be construed in the way in which it is
used in the Planning Acts)
4.17.2. Not without consent (which shall not be unreasonably withheld or
delayed) to apply for planning permission to carry out any
development in or upon the Premises or enter into an agreement
with the planning authority relating to the Premises and at the
expense of the Tenant to supply the Landlord with a copy of any
application for planning permission together with such plans and
other documents as the Landlord may reasonably require and to
supply as soon as reasonably practicable after receipt of the
same by the Tenant to the Landlord a full copy of any planning
permission granted to the Tenant
4.17.3. To pay and satisfy any charge that may be imposed by the
appropriate authority upon any breach by the Tenant of planning
control or otherwise under the Planning Acts
4.17.4. Unless the Landlord shall otherwise direct to carry out and
complete before the expiry of the Term any works required to be
carried out to or in the Premises as a condition of any planning
permission which may have been granted on the application of and
implemented by the Tenant or any subtenant or occupier during
the Term irrespective of the date by which such works were
required to be carried out
4.18. Statutory obligations
---------------------
4.18.1. At the Tenant's own expense to comply with the requirements of
any Statute from time to time in force or any government
department local authority or other public or competent
authority or court of competent jurisdiction regardless of
whether such requirements are imposed on the
-27-
<PAGE>
Landlord the Tenant or the occupier (save where such
requirements are made of the Landlord or another person
specifically and cannot be delegated) and specifically for that
purpose to execute all works and provide and maintain all
arrangements that are required upon or in respect of the
Premises or the use to which the Premises are being put
4.18.2. Not to do in or near the Premises or the Building any act or
thing by reason of which the Landlord or any other person having
a legitimate interest in the Building may under any Statute
incur have imposed upon it or become liable to pay any penalty
damages compensation costs charges or expenses
4.19. Statutory notices etc
---------------------
To give full particulars to the Landlord of any notice direction order
or proposal for the Premises made given or issued to the Tenant by any
local or public authority (other than rate demands) within seven days
of receipt and if so required by the Landlord to produce it to the
Landlord and without delay to take all necessary steps to comply with
the notice direction or order and at the request of the Landlord and
joint cost of the Landlord and the Tenant to make or join with the
Landlord in making such objection or representation against or in
respect of any notice direction order or proposal as the Landlord shall
reasonably deem expedient unless the same shall be contrary to the
interests of the Tenant PROVIDED THAT the Tenant shall not be obliged
-------------
to take any action against any such matter instigated by or on behalf
of the Tenant
4.20. Defective premises
------------------
As soon as reasonably practicable after the Tenant becoming aware of
the same to give notice to the Landlord of any defect in the Premises
or the structure immediately surrounding the Premises which might give
rise to an obligation on the Landlord to do or refrain from doing any
act of thing in order to comply with the provisions of this Lease or
the duty of care imposed on the Landlord pursuant
-28-
<PAGE>
to the Defective Premises Act 1972 or the Occupiers Liability Acts 1957
and 1984 or otherwise and at all times to display and maintain all
notices which the Landlord may from time to time reasonably require to
be displayed at the Premises
4.21. New Surety
----------
Within twenty-eight days of the death during the Term of any Surety or
of such person becoming bankrupt or having a receiving order made
against him or having a receiver appointed under the Mental Health Act
1983 or being a company passing a resolution to wind up or entering
into liquidation or having a receiver appointed to procure some other
person acceptable to the Landlord to execute a guarantee in respect of
the Tenant's obligations contained in this Lease in the form of the
Surety's covenants mutatis mutandis set out in the Fourth Schedule to
this Lease PROVIDED THAT the provisions of this clause shall not apply
-------------
in respect of any surety under an authorized guarantee agreement
4.22. Loading and unloading
---------------------
Not to convey any goods or materials to or from the Premises except
through the Common Parts in accordance with regulations made under
Clause 4.25 provided for the purpose
4.23. Security and fire alarms
------------------------
4.23.1. Subject to Clause 7.6 to permit the duly authorized employees
and agents of the Landlord and any security company responsible
for intruder or fire alarm and sprinkler systems in the
Building to enter the Premises at reasonable times and upon
reasonable notice for the purpose of servicing and maintaining
the intruder fire alarm and sprinkler systems in the Building
(but not connections by the Tenant thereto in accordance with
4.23.3(a) below) provided that the Landlord or such security
company shall cause as little disturbance as possible and shall
make good any
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<PAGE>
damage to the Premises or to any furniture fittings stock or
equipment in the Premises caused by such entry
4.23.2. Subject to Clause 7.6 to permit the duly authorized employees
and agents of the Landlord and any security company to have such
access to the Premises as may be required in the event of an
intruder or fire alarm call
4.23.3. Not to install or maintain in the Premises any equipment or
apparatus which:-
(a) is intended to be an extension of the intruder alarm or
fire alarm systems and to be connected to either such
system other than such apparatus or equipment as is
compatible with the equipment of such systems and that
has been approved by the Landlord (such approval not to
be unreasonably withheld or delayed) or
(b) which may adversely affect the performance of the
intruder or fire alarm systems
4.23.4. Not to make any connection to such systems without the consent
of the Landlord (such consent not to be unreasonably withheld or
delayed)
4.24. Heating cooling and ventilation
-------------------------------
4.24.1. Not to do anything either by act or omission which adversely
interferes with the heating cooling air conditioning or
ventilation of the Common Parts or which imposes material
additional load on or imbalance in the heating cooling air
conditioning or ventilation plant and equipment
4.25. Regulations
-----------
To comply with all reasonable regulations consistent with the terms of
this Lease as may be made by the Landlord from time to time for the
proper management of the Building or the comfort and convenience of its
occupiers and notified to the
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<PAGE>
Tenant in writing including regulations as to the disposal of refuse
and parking and as to the Premises and the times during which any part
of the Common Parts shall be closed for repairing refurbishing
servicing cleaning or redecorating or some other reasonable purpose
5. The Landlord's Covenants
------------------------
The Landlord covenants with the Tenant:-
5.1. Quiet Enjoyment
---------------
To permit the Tenant peaceably and quietly to hold and enjoy the
Premises without any interruption or disturbance from or by the
Landlord or any person claiming under or in trust for the Landlord or
by title paramount
5.2. Services
--------
To manage and administer the Building or procure the Building to be
managed and administered in a manner consistent with the principles of
good estate management and specifically to provide such of the
services referred to in Part C of the Second Schedule as shall or may
be appropriate for the time being (including such additional or
alternative services as are referred to in paragraph 14 of Part C of
the Second Schedule) AND to discharge such of the outgoings in respect
---
of the Building as are referred to in Part D of the Second Schedule
AND the Landlord may in its absolute discretion employ surveyors
---
accountants managers staff outside contractors and other persons
reasonably required for the purpose of providing such of the services
and facilities specified in Parts C and D of the Second Schedule as
the Landlord may from time to time reasonably determine PROVIDED THAT
-------------
the Landlord shall not be liable to the Tenant in respect of any
failure or interruption in any of the Services by reason of necessary
repair replacement maintenance of any installations or apparatus or
their damage or destruction or by reason of mechanical or other defect
or breakdown or frost or other inclement conditions or the occurrence
of any of the Insured Risks or
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<PAGE>
shortage of fuel materials water or labour or any other cause beyond
the Landlord's reasonable control
5.3. Enforcement of Defects
----------------------
5.3.1. Where the Tenant's reasonable use and enjoyment of the
Premises and Building would otherwise be materially prejudiced
or where the Service Charge payable by the Tenant would
otherwise be materially increased the Landlord shall take all
reasonable steps to enforce or procure the enforcement of or
seek compensation pursuant to the provisions contained in the
Landlord's building contract for the construction of the
Building and/or in the warranties benefiting the Landlord and
which relate to the construction of the Premises or Building
for the remedying of defects which arise in the first twelve
years after the date of completion of the Lease.
5.3.2. The Landlord need not take the steps to enforce its remedies
referred to in Clause 5.3.1 above:
(a) where the costs of the necessary repairs is or is
reasonably anticipated to be less than (Pounds)5,000;
or
(b) if the Landlord has obtained a written opinion of
counsel (of at least ten years call), that any such
enforcement action as described in Clause 5.3.1 has no
reasonable prospect of success
and in the latter case the Tenant shall be entitled to copies
of the written instructions and the written opinion of Counsel
5.3.3. The due proportion of all and any costs incurred by the
Landlord in remedying any such defect and of the reasonable
and proper professional fees properly incurred by the
Landlord in pursuit of any such enforcement
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<PAGE>
action shall be recoverable from the Tenant via the service
charge provisions in the Lease
5.3.4. The Landlord shall diligently pursue any such enforcement
action as referred to above
5.3.6. All monies (including any award of costs) recovered by the
Landlord pursuant to any such enforcement action as referred
to above shall be credited to the service charge account
within 14 days of receipt
6. Insurance
---------
6.1. Landlord to Insure
------------------
The Landlord covenants with the Tenant:-
6.1.1. to insure the Building in accordance with Clause 6.2
(unless such insurance shall be vitiated by any act of
the Tenant or by anyone at the Premises expressly or by
implication with the Tenant's authority)
6.1.2. to insure against any liability of the Landlord to third
parties arising out of or in connection with any matter
involving or relating to the Building including
specifically public liability and the Landlord's
liability as employer and
6.1.3. to insure against the loss of Rent and Service Charge
and any VAT thereon
6.1.4. not to cease cover in respect of any of the Insured
Risks and specifically terrorism without first notifying
the Tenant in writing
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<PAGE>
6.2. Details of the Insurance
------------------------
Insurance shall be effected with such insurers of good repute and
through such agency as the Landlord may from time to time decide:
6.2.1. In respect of the insurance referred to in Clause 6.1.1
above for such sum as the Landlord shall from time to
time consider to be the full cost of rebuilding and
reinstating the Building including fees of architects
surveyors and other professional persons fees payable
upon any applications for Permissions (as hereinafter
defined) the cost of debris removal demolition site
clearance any works that may be required by any Statute
and any other incidental expenses against damage or
destruction by the Insured Risks to the extent that such
insurance may ordinarily be arranged for properties such
as the Building and subject to such excesses exclusions
or limitations as the Insurers may require
6.2.2. in respect of the insurance referred to in Clause 6.1.2
above in such amount and in such terms as the Landlord
shall reasonably consider appropriate
6.2.3. for the loss of Rent and Service Charge payable under
this Lease from time to time (having regard to any
review of Rent which may become due under this Lease)
for three years or such longer period as the Landlord
acting reasonably may from time to time deem to be
necessary or (where such insurance includes this Lease
and other leases) such proportion reasonably attributed
to this Lease from time to time by the Surveyor acting
as an expert and not as an arbitrator
6.3. Payment of Insurance Rent
-------------------------
The Tenant shall pay the Insurance Rent on the date of this Lease
for the period from and including the Service Charge Commencement
Date to the day before the next policy renewal date and
subsequently the Tenant shall pay the Insurance
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<PAGE>
Rent within fourteen days of demand and (if so demanded not more
than one month before such date) in advance of the policy renewal
date
6.4. Suspension of Rent Reinstatement and Termination
------------------------------------------------
6.4.1. If and whenever during the term:
(a) the Premises or its essential accesses or services
or any necessary part of the Building or any part
of them are damaged or destroyed by any of the
Insured Risks so that the Premises or car parking
spaces designated for the use of the Tenant are
unfit for occupation or use or inaccessible and
(b) save to the extent that payment of the insurance
money is refused in whole or in part by reason of
any act or default of the Tenant or anyone at the
Premises expressly or by implication with the
Tenant's authority
(c) the provisions of Clauses 6.4.2 and 6.4.3 shall
have effect
6.4.2. When the circumstances contemplated in Clause 6.4.1
arise:-
(a) the Rent and Service Charge Rent or a fair
proportion of the Rent and Service Charge Rent
according to the nature and the extent of the
damage sustained shall cease to be payable until
(subject to the Landlord giving the Tenant not
less than fourteen days notice of the projected
completion of the same) the date when the Premises
or (as the case may be) its essential accesses or
services or any necessary part of the Building
shall have been rebuilt or reinstated so that the
Premises and or the car parking spaces are capable
in the reasonable opinion of the Landlord's
Surveyor of being used for the purpose for which
they are used (the amount of such proportion and
the period during which the Rent and Service
-35-
<PAGE>
Charge Rent shall cease to be payable to be
determined in default of agreement between the
parties by an independent surveyor acting as an
expert and not as an arbitrator) PROVIDED THAT on
-------------
any occasion that the Rent and Service Charge Rent
are suspended in accordance with this clause 6.4
before the Rent Commencement Date (whether as
originally specified or as subsequently postponed
by a previous operation of this proviso) then the
Rent Commencement Date shall be postponed or (as
the case may be) further postponed by a period
equal to the period of that rent suspension
(b) the Landlord shall use all reasonable endeavours
to obtain as soon as reasonably practicable all
planning permissions or other permits and consents
that may be required under the Planning Acts or
other statutes (if any) to enable the Landlord to
rebuild and reinstate (in this Clause 6.4 called
"Permissions")
(c) the Landlord shall refund to the Tenant the
proportion of the Rents paid by the Tenant in
advance for the period from and including the date
of damage by the Insured Risk to but excluding the
next following Quarter Day
6.4.3. Subject to the provisions of Clauses 6.6.1 and 6.6.2 the
Landlord shall as soon as practicable after the
Permissions have been obtained or as soon as practicable
where no Permissions are required apply all money
received in respect of such insurance (except sums in
respect of loss of Rent and Service Charge Rent) in
rebuilding or reinstating the Premises and its essential
accesses and services (as the case may be) making up any
deficiency out of the Landlord's own money (and not for
the avoidance of doubt charging the whole or any part of
any deficiency to the Tenant by means of the Service
Charge Rent)
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<PAGE>
6.5. Reinstatement following damage by uninsured Acts of Terrorism
-------------------------------------------------------------
6.5.1. If and whenever during the Term the Premises or its
essential accesses or services or any necessary part of
the Building or any part of them are damaged or destroyed
by Acts of Terrorism if the same shall not be an Insured
Risk then the Landlord may elect within the period of
twelve months following the date of such damage or
destruction (the Election Period) by notice in writing to
the Tenant (the Election Notice) to reinstate the
Premises and its essential accesses and services and any
necessary part of the Building (as the case may be) so
destroyed or damaged
6.5.2. If the Landlord shall have served the Election Notice in
accordance with Clause 6.5.1 the Landlord shall use all
reasonable endeavours to obtain as soon as reasonably
practicable all planning permissions or other permits and
consents that may be required under the Planning Acts or
other statutes (if any) to enable the Landlord to rebuild
and reinstate (in this Clause 6.5 called Permissions)
6.5.3. Subject to the provision of clauses 6.6.1 and 6.6.2 the
Landlord shall as soon as reasonably practicable after
the Permissions have been obtained or as soon as
practicable where no Permissions are required rebuild or
reinstate the Premises and its essential accesses and
services and any necessary part of the Building (as the
case may be) and shall indemnify the Tenant from and
against all costs and expenses in so doing
6.5.4. If the Landlord elects in writing to the Tenant within
the Election Period not to reinstate the Premises or its
essential accesses or services or any necessary part of
the Building so damaged or destroyed or shall not have
served the Election Notice within the Election Period
then the Term will absolutely cease but without prejudice
to any rights or remedies that may have accrued to either
party against the other
-37-
<PAGE>
6.6.1 The Landlord shall not be liable to rebuild or reinstate
the Premises or the Retained Parts if and for so long as
such rebuilding or reinstatement is prevented by
circumstances beyond the control of the Landlord (which
shall not include the financial circumstances of the
Landlord) nor shall the Landlord be obliged to rebuild a
facsimile of the same (although the Landlord shall
rebuild accommodation providing substantially comparable
usable premises to those existing at the date of the
damage or destruction)
6.6.2. If upon the expiry of either the period in respect of
which the Landlord shall be compensated for loss of the
Rent and Service Charge Rent by insurance or (if the
Landlord shall not be entitled to the proceeds of any
such insurance) three years works of rebuilding or
reinstatement of the Premises or its essential accesses
or services or any necessary part of the Building have
not been completed so as to render the Premises and car
parking spaces fit for occupation and use either party
may by notice served at any time within six months of the
expiry of such period invoke the provisions of this
clause and thereupon:-
(a) the Term will absolutely cease but without
prejudice to any rights or remedies that may have
accrued to either party against the other and
(b) all money received in respect of the insurance
effected by the Landlord pursuant to this clause
shall belong to the Landlord
(c) the Landlord shall refund to the Tenant a proportion
of the Rents paid by the Tenant (if any) in respect
of any period after the termination of the Term in
accordance with the provisions of this clause
-38-
<PAGE>
6.7. Tenant's insurance covenants
----------------------------
The Tenant covenants with the Landlord:
6.7.1. To comply with all the requirements and
recommendations of the insurers
6.7.2. Subject to receipt of a copy of the appropriate policy
of insurance in force from time to time not to do or
omit anything that could cause any policy of insurance
on or in relation to the Premises to become void or
voidable wholly or in part nor (unless the Tenant
shall have previously notified the Landlord and have
agreed to pay the increased premium) anything by which
additional insurance premiums may become payable
provided that the Tenant shall be deemed to have
agreed to pay any increased premium payable in respect
of any change by the Tenant in the use of the Premises
6.7.3. To keep the Premises supplied with such fire fighting
equipment sprinklers and alarm systems as the insurers
and the fire authority may require and to maintain
such equipment to their satisfaction and in efficient
working order and compatible with the requirements of
the Building and as often as the insurers or fire
authority shall require to cause any sprinkler system
and other fire fighting equipment and systems to be
inspected by a competent person
6.7.4. Not to store or bring onto the Premises any article
substance or liquid of a specially combustible
inflammable or explosive nature other than normal
office items and or cleaning materials which shall be
stored and used in accordance with the supplier or
manufacturer's requirements and to comply with the
requirements and recommendations of the fire authority
and the requirements of the Landlord as to fire
precautions relating to the Premises
-39-
<PAGE>
6.7.5. Not to obstruct the access to any fire equipment or
means of escape from the Premises nor to lock any fire
door (other than by means of a lock which may be
broken in the event of an emergency)
6.7.6. To give notice to the Landlord as soon as reasonably
practicable after the happening of any of the Insured
Risks or any event (including any change of use of the
Premises) which might affect any insurance policy on
or relating to the Premises or the Building
6.7.7. If at any time the Tenant shall be entitled to the
benefit of any insurance on the Premises (which is not
effected or maintained in pursuance of any obligation
contained in this Lease) to apply all money received
by virtue of such insurance in making good the loss or
damage in respect of which such money shall have been
received
6.7.8. To notify the Landlord of the reinstatement value of
fixtures and fittings (other than tenants or trade
fittings) installed in the Premises by the Tenant as
soon as reasonably practicable after installation and
thereafter at least once in every year if requested by
the Landlord but so that the Landlord shall not be
liable for any failure to insure any such items unless
notified in accordance with this Clause 6.7.8
6.8. Landlord's insurance covenants
------------------------------
The Landlord covenants with the Tenant in relation to the
policy of insurance effected by the Landlord pursuant to its
obligations contained in this Lease to produce to the Tenant
on demand reasonable evidence of the terms of the policy and
the fact that the last premium has been paid and to notify the
Tenant of any material change in the risks covered by the
policy from time to time
-40-
<PAGE>
6.9. Commission
----------
Any commission or agency fee paid or made to the Landlord in
respect of any insurances in respect of the Premises and/or
the Building placed by the Landlord and/or its managing agents
may be retained by the Landlord for its own account
7. Provisos
--------
7.1. Re-Entry
--------
If and whenever during the Term:
7.1.1. the Rents (or any of them or any part of it) under
this Lease are outstanding for twenty-one days after
becoming due whether formally demanded or not or
7.1.2. the Insurance Rent or Service Charge Rent (or either
of them) are outstanding for twenty-one days after
demand or
7.1.3. there is a breach by the Tenant of the Surety of any
covenant or other term of this Lease or any document
supplemental to this Lease or
7.1.4. an individual Tenant becomes bankrupt or
7.1.5. a company Tenant
(a) enters into liquidation whether compulsory or
voluntary (but not if the liquidation is for
amalgamation or reconstruction of a solvent
company) or
(b) has a receiver or administrative receiver
appointed or
7.1.6. the Tenant enters into an arrangement for the benefit
of its creditors the Landlord may re-enter the
Premises (or any part of them in the name of the
whole) at any time and then the Term will absolutely
cease but without prejudice to any rights or remedies
which may have accrued to either party
-41-
<PAGE>
against the other in respect of any breach of covenant
or other term of this Lease (including the breach in
respect of which the re-entry is made)
7.2. Party walls
-----------
The internal non-load bearing walls which divide the Premises
from the adjoining premises in the Building and from the Retained
Parts shall be deemed to be party walls within the meaning of the
Law of Property Act 1925 Section 38 and shall be maintained at
the equally shared expense of the Tenant and the other respective
estate owners
7.3. Covenants relating to adjoining premises
----------------------------------------
Nothing contained in or implied by this Lease shall give the
Tenant the benefit of or the right to enforce or to prevent the
release or modification of any covenant agreement or condition
entered into by any tenant of the Landlord in respect of any
property not comprised in this Lease
7.4. Rights Easements etc
--------------------
7.4.1. The operation of the Law of Property Act 1925 Section 62
shall be excluded from this Lease and the only rights
granted to the Tenant are those expressly set out in this
Lease and such further ancillary rights that arise under
the general law or by necessary implication and the
Tenant shall not by virtue of this Lease be deemed to
have acquired or be entitled to and the Tenant shall not
during the Term acquire or become entitled by any means
whatever to any easement right privilege or title from or
over or affecting any other land or premises now or at
any time after the date of this Lease belonging to the
Landlord and not comprised in this Lease
7.4.2. Any rights excepted and reserved by the Landlord and
those authorised by it as set out in Part B of the First
Schedule shall be exercised only to the extent that they
do not materially and adversely affect or interfere with
the
-42-
<PAGE>
Premises the business carried on there or the rights
expressly granted to the Tenant
7.5. Disputes with adjoining occupiers
---------------------------------
If any dispute arises between the Tenant and the tenants or
occupiers of other parts of the Building as to any easement right
privilege or title in connection with the use of the Premises and
any other part of the Building or as to the boundary structures
separating the Premises from any other property it shall be
decided by the Surveyor acting as an expert and not as an
arbitrator
7.6. Entry
-----
Any entry upon the Premises by the Landlord or by any person
authorised under this Lease to enter and/or in connection with
the rights referred to in Part B of the First Schedule shall be
at reasonable times and upon reasonable notice and subject to the
proviso that the Landlord shall make good all physical damage
caused to the Premises and any Tenant's fixtures and fittings and
effects in the exercise of any such right but shall not be
responsible for any loss of trade or other consequential loss
resulting or alleged to result from the proper exercise of such
right of entry and the Tenant shall have the right to require
that the Landlord or such other authorised person shall at all
times be accompanied by a representative of the Tenant
7.7. Accidents
---------
The Landlord shall not be responsible to the Tenant or to anyone
at the Premises or the Building expressly or by implication with
the Tenant's authority for any accident happening or injury
suffered or for any damage to or loss of any chattel sustained in
the Premises unless as a result of any willful or negligent act
or omission of the Landlord its servants or agents
-43-
<PAGE>
7.8. Perpetuity period
-----------------
The perpetuity period applicable to this Lease shall be eighty
years from the commencement of the Term
7.9. Exclusion of use warranty
-------------------------
Nothing in this Lease or in any consent granted by the Landlord
under this Lease shall imply or warrant that the Premises may
lawfully be used under the Planning Acts for the purpose
authorised in this Lease (or any purpose subsequently authorised)
7.10. Change in Base Rate
-------------------
Should the base rate referred to in Clause 4.1.3 cease to exist
or be published then for the purpose of construing this Lease any
reference to base rate shall be to such rate of interest as is
most closely comparable with such base rate and to be agreed by
the parties or (in case of dispute) determined by an independent
Surveyor acting as an expert and not as an arbitrator
7.11. After Vacation
--------------
If more than ten working days after the Tenant has vacated the
Premises on the expiry of the Term any property of the Tenant
remains in or on the Premises
7.11.1. the Landlord may as the agent of the Tenant sell such
property and the Tenant will indemnify the Landlord
against any liability incurred by it to any third party
whose property shall have been sold by the Landlord in
the mistaken belief held in good faith (which shall be
presumed unless the contrary be proved) that such
property belonged to the Tenant
7.11.2. the Landlord shall be entitled to deduct out of the
proceeds of such sale all amounts of Rent Insurance Rent
and Service Charge Rent due from the Tenant under the
terms of this Lease including sums payable under
-44-
<PAGE>
paragraph 3 of the Fourth Schedule all the amount of
dilapidations and professional fees in connection
therewith the costs of storage and sale reasonably
incurred
7.12. Service of Notices
------------------
The provisions of the Law of Property Act 1925 Section 196 as
amended by the Recorded Delivery Service Act 1962 shall apply to
the giving and service of all notices and documents under or in
connection with this Lease except that any notice or document
shall also be sufficiently served if sent by telex telephonic
facsimile transmission or any other means of electronic
transmission to the party to be served (including the Surety if
any) and service by such means shall be deemed to be effected on
the day of transmission if transmitted before 4.00 pm on a
working day but otherwise on the next following working day
IN WITNESS whereof the parties have executed this document as a
----------
deed the day and year first above written
-45-
<PAGE>
FIRST SCHEDULE
--------------
PART A
------
RIGHTS GRANTED
--------------
1. Common Parts
------------
The right for the Tenant its invitees and customers on a 24 hour per day
365 day per year basis (in common with the Landlord and all other persons
having a like right) to use the Common Parts and the Car Park or such part
or parts thereof and facilities therein as may be designated or reasonably
necessary for the use of the Premises and the exercise of the right
referred to in paragraph 4 of this Part A of the First Schedule in each
case for all proper purposes in connection with the use and enjoyment of
the Premises subject to such reasonable rules and regulations relating to
the use thereof as the Landlord may prescribe from time to time (but which
shall not conflict with such right)
2. Pipes and Plant
---------------
The right for the Tenant (in common with the Landlord and all other persons
having a like right) to the free passage and running (subject to temporary
interruption for repair alteration or replacement or due to the occurrence
of any of the Insured Risks) of water sewage gas electricity air telephone
and other services or supplies to and from the Premises in and through the
Pipes and Plant that now serve the Premises presently laid or laid during
the Term in or under or over other parts of the Building
3. Support
-------
The right of support protection and shelter for the benefit of the Premises
as is now or may during the Term be enjoyed from all other parts of the
Building
4. Car Park
--------
The right to park private motor vehicles in the two car park spaces in the
Car Park allocated from time to time by the Landlord to the Tenant
-46-
<PAGE>
5. Signage
-------
The right to display at the entrance to the Building and in the Common
Parts at the entrance to the Premises in a position approved by the
Landlord signs showing the name and business of any or every permitted
occupier of the Premises or any part thereof such signs to be in a style to
be approved by the Landlord (such approval not to be unreasonably withheld
or delayed)
-47-
<PAGE>
PART B
RIGHTS RESERVED
1. Use of Pipes and Plant
----------------------
The right to the free and uninterrupted passage and running of water sewage
gas electricity air telephone and other services or supplies from and to
other parts of the Building in and through the Pipes and Plant which now
are or may during the Term be in on under or over the Premises
2. Construction of Pipes and Plant
-------------------------------
The right to construct install and maintain in on under or over the
Premises at any time during the Term whether in their existing positions or
not any Pipes and Plant for the benefit of any other part of the Building
PROVIDED THAT the Landlord shall not construct or install any such Pipes or
-------------
Plant if it is not reasonably possible to construct or install the same in
the Common Parts or the Retained Parts
3. Access
------
3.1. The right to enter such parts of the Premises as may be necessary
and for such periods only as may be reasonably necessary (but
subject to Clause 7.6):-
3.1.1. to carry out work or do anything whatever comprised within
the Landlord's obligations in this Lease and to exercise
properly and reasonably any of the rights granted to the
Landlord by this Lease
3.1.2. to view the state and condition of and repair and maintain
the Building where such viewing or work would not otherwise
be reasonably practicable
3.1.3. to inspect cleanse connect to repair remove replace with
others alter or execute any necessary or reasonably
desirable works to or in connection with the Pipes Plant
easements or services referred to in this Schedule
-48-
<PAGE>
3.1.4. to investigate any intruder or fire alarm call at the
Premises or which the Landlord reasonably believes relate
to the Premises and generally in the interests of the
security of the Building
PROVIDED THAT the Landlord shall make good all damage caused by such entry
-------------
3.2. The right with the Surveyor and any person acting as the third
party determining the Rent in default of agreement between the
parties under the provisions for rent review contained in this
Lease at hours convenient to the Tenant (acting reasonably) and to
enter and to inspect and measure the Premises for all purposes
connected with such rent review or any renewal of this Lease under
the Landlord and Tenant Act 1954
4. Scaffolding
-----------
The right to erect scaffolding ladders and other Plant for any purpose
connected with or related to the Building when the same is reasonably
required notwithstanding that such scaffolding ladders and other Plant may
temporarily restrict the access to or use and enjoyment of the Premises
PROVIDED THAT the Premises shall remain accessible and usable at all times
-------------
in a reasonable manner by the Tenant and the Landlord shall procure that
any scaffolding is retained for as short a period as possible
5. Support etc
-----------
The rights of light air support protection shelter and all other easements
and rights now or after the date of this Lease belonging to or enjoyed by
other parts of the Building
6. Light
-----
Full right and liberty at any time after the date of this Lease to alter
demolish build rebuild extend in height or otherwise any existing
structures or to erect new structures within adjoining or forming part of
the Building (such expression here excluding the Premises and services and
access to the Premises) in such manner as the Landlord shall
-49-
<PAGE>
think fit provided that the same does not materially obstruct affect or
interfere with the amenity of or access to the Premises or the passage of
light and air to the Premises
7. Use of walls and Pipes and Plant
--------------------------------
Subject to the proviso to paragraph 2 of this Schedule full right and
liberty to take into use all walls and (other than those exclusively
serving the Premises) Pipes and Plant within the Premises and to build
upon connect with or otherwise use the same
8. Signs
-----
Full right and liberty for the Landlord or other persons authorised by or
on behalf of the Landlord to affix at any time during the Term to the
outside flank or rear main walls of the Premises or to blank elevations of
any other part of the Building any such items as the Landlord may
reasonably consider to be requisite or desirable building block names fire
or other emergency escape information panels including specifically
advertising or promotional panels kiosks or other articles or structures
of a like nature public lighting brackets (with lamps attached) seats
street names vending machines and waste paper receptacles PROVIDED THAT
-------------
the same shall not materially obstruct affect or interfere with the
amenity of or access to the Premises or the passage of light and air to
the Premises
9. Variation of use of Common Parts and Service Areas
--------------------------------------------------
Full right and liberty to control (which in this paragraph shall mean to
control regulate vary or terminate) the use of all Common Parts and
specifically:
9.1. To control pedestrian or vehicular traffic thereon or on any part
thereof and to erect such signs for the purpose as may be appropriate
9.2. To control the use of or access to the whole or any part of the Common
Parts provided that the Landlord shall where appropriate and practicable
make available reasonable alternative use or access and shall in any event
ensure that the Tenant's access to the Premises is not at any time
completely prevented
-50-
<PAGE>
9.3. To control car parking by way of installing barriers or otherwise
(subject to the Tenant being provided with any necessary means to be
able to pass and repass any such barriers or other control at all
times)
10. Party Walls
-----------
Full right and liberty to build on or into any party wall of the Premises
subject to making good any damage caused thereby
PART C
------
PARTICULARS OF MATTERS TO WHICH THE PREMISES ARE SUBJECT
--------------------------------------------------------
The Entries in the Property Registers of the above Titles and in entry Numbers 1
to 4 inclusive of the Charges Register of Title Number LN 26420 and in Entry
Numbers 1 to 3 inclusive of the Charges Register of Title Number LN 27480
-51-
<PAGE>
SECOND SCHEDULE
---------------
SERVICE CHARGE
--------------
PART A
------
DEFINITIONS
-----------
1. "Services" means the services facilities and amenities specified in Part C
of this Schedule
2. "Additional Items" means the matters specified in Part D of this Schedule
3. "Annual Expenditure" means:-
3.1. All costs expenses and outgoings whatever together with VAT thereon
reasonably and properly incurred by the Landlord (and not
recoverable as input tax) during a Financial Year or part thereof
in or incidental to the provision of all or any of the Services and
3.2. All sums reasonably and properly incurred by the Landlord during a
Financial Year in relation to the Additional Items and any VAT
payable on such items which is not recoverable as input tax but:
3.3. Excluding:--
3.3.1. any expenditure in respect of any part of the Building for
which the Tenant or any other tenant or occupier shall be
wholly responsible or would be if the same were let on
terms similar to those contained in this Lease where such
part is a Lettable Unit and
3.3.2. any expenditure which shall (or would if such insurance
were properly in place) be met under any policy of
insurance covenanted to be maintained by the Landlord
pursuant to its obligations in this Lease or arising as a
result of Acts of Terrorism and
3.3.3. the initial capital cost of the construction of the
Building and the provision of Plant and machinery prior to
the date of this Lease and
-52-
<PAGE>
3.3.4. any costs or fees incurred in relation to the grant of
this Lease or any other lease of any part of the Building
(including without limitation any inducements provided to
procure the letting of any Lettable Unit or any costs
incurred in connection with preparing or altering space
for an occupier of any part of the Building) and
3.3.5. the costs incurred in relation to the marketing renewal
replacement maintenance repair or decoration of any
Lettable Unit other than the Premises and
3.3.6. costs incurred in relation to any proceedings to recover
the Rents or sums equivalent to the Rents payable by any
lessee or occupier of any part of the Building
3.3.7. any costs and expenses relating to any renewals
improvements to or upgrading of the Building or any part
of it unless necessary for the purposes of or in the
course of repair or maintenance of a high class West End
office building
3.3.8. any expenditure in respect of which the Landlord is able
to recover the cost thereof from any party or to secure
repair or maintenance works from any party including
(without limitation) by way of warranty claims or claims
under guarantees
3.4. Including (when any expenditure is incurred in relation to the
Building and other premises or expenditure is shared with other
premises) save (in each case) where such other premises comprise a
Lettable Unit the proportion of such expenditure paid by the
Landlord or which is reasonably attributable to the Building to be
determined from time to time by the Surveyor (acting as an expert
and not as an arbitrator) and
-53-
<PAGE>
4. "Calculation Date" means 30th June in every year of the Term or
such other date as the Landlord may from time to time nominate and
"Calculation Dates" shall be construed accordingly
5. "Financial Year" means the period:-
5.1. From the commencement of the Term to and including the
first Calculation Date and subsequently
5.2. Between two consecutive Calculation Dates (from and
including the day following the first Calculation Date up
to and including the second Calculation Date)
5.3. From the last Calculation Date to and including the expiration
of the Term
PART B
------
Performance of the Services and payment of the Service Charge
-------------------------------------------------------------
1. Calculation of the Service Charge Rent
--------------------------------------
The Landlord shall procure that the Accountant shall as soon as is
reasonable after each Calculation Date prepare and certify an itemised
account showing the Annual Expenditure for the Financial Year ending on and
including that Calculation Date (save in respect of the last Financial Year
of the Term when it shall end on and including the date of expiration of
the Term) and containing a fair summary of the expenditure referred to in
it and the Landlord shall produce to the Tenant a copy of such certified
account as soon as reasonably practicable after the same has been certified
and the Tenant shall be entitled by appointment to inspect the amounts
relating to the Annual Expenditure and supporting vouchers and receipts at
such location as the Landlord reasonably directs
2. Payment of the Service Charge Rent
----------------------------------
2.1. The Tenant shall pay on demand for the period from and including the
Service Charge Commencement Date to but excluding the Quarter Day
after demand and
-54-
<PAGE>
thereafter on the next and each subsequent Quarter Day a provisional
sum calculated upon an itemised and reasonable estimate by the
Landlord's Surveyor acting as an expert and not as an arbitrator of
what the Annual Expenditure is likely to be for the twelve months
expiring on and including the next Calculation Date and payable in
four equal installments
2.2. If the Service Charge Rent for any Financial Year:
2.2.1. exceeds the provisional sum for that Financial Year and
subject to receipt by the Tenant of the certified account
pursuant to paragraph 1 of this Part B of the Second Schedule
the excess shall be due to the Landlord within fourteen days
of demand or
2.2.2. is less than such provisional sum the overpayment shall be
credited to the Tenant against the next quarterly payment of
the Service Charge Rent or at the end of the term only shall
be repaid to the Tenant within seven days of the
ascertainment of the amount of the Service Charge Rent
3. Variations
----------
3.1. The Landlord may withhold suspend add to extend discontinue vary or
make any alteration in the rendering of the Services or any of them
from time to time if the Landlord reasonably deems it desirable to
do so in the interests of good estate management
3.2. If at any time during the Term the total property enjoying or
capable of enjoying the benefit of any of the Services or the
Additional Items is increased or decreased on a permanent basis or
the benefit of any of the Services or the Additional Items is
extended on a like basis to any adjoining or neighbouring property
or if some other event occurs a result of which is that the
proportion of the Annual Expenditure attributed to the Premises is
no longer appropriate or if the Landlord acting reasonably
determines that the Annual Expenditure should be divided into
categories and separate proportions introduced in respect of each
such category of
-55-
<PAGE>
expenditure or allocated in a different manner to different parts of
the Building (for example the showroom residential apartments, offices
and car park separately) the proportion of the Annual Expenditure
attributed to the Premises shall be varied and/or additional
proportions introduced with effect from the Calculation Date following
such event by agreement between the parties or in default of agreement
within three months of the first proposal for variation made by the
Landlord in such a manner as shall be determined to be fair and
reasonable in the light of the event in question by an independent
surveyor (acting as an expert and not as an arbitrator) except that
nothing contained in this Lease shall imply an obligation on the part
of the Landlord to provide the Services or the Additional Items to any
adjoining or neighbouring property nor prevent the Landlord from
recovering in full from the tenants of the Building the entire Annual
Expenditure (save any amount which the Landlord must contribute in
respect of vacant Lettable Units)
4. Service Charge : Exceptional Expenditure
----------------------------------------
In the event that the Landlord shall be required during any Financial Year
to incur substantial or exceptional expenditure in respect of the Services
and/or the Additional Items which was not taken into account in its
calculation of the provisional sum for the Financial Year in question the
Landlord shall be entitled to recover from the Tenant on not less than
fourteen days prior written notice an additional provisional sum or Service
Charge Rent and/or increase the provisional sums payable for the rest of
the Financial Year in a sum representing the proportion of such additional
expenditure as corresponds with the proportion of the Annual Expenditure
attributable to the Premises divided equally between the remaining Quarter
Days in the Financial Year although the Landlord shall wherever possible
give not less than one month's notice of any likely demand under this
clause
-56-
<PAGE>
PART C
------
The Services
------------
1. Maintaining etc Retained Parts
------------------------------
Maintaining repairing amending cleaning altering rebuilding renewing and
reinstating (in each of the last three cases only where beyond economic
repair) and where appropriate treating washing down painting decorating and
polishing to such standard as the Landlord may from time to time in its
reasonable discretion determine the Retained Parts
2. Maintaining etc Plant
---------------------
Inspecting testing servicing maintaining repairing amending cleaning
decorating operating insulating emptying and draining overhauling replacing
(where beyond economic repair) and insuring (save in so far as insured
under the other provisions of this Lease) all Pipes and Plant within the
Retained Parts or serving the Building
3. Lighting etc Retained Parts
---------------------------
Lighting and furnishing the Retained Parts to such standard as the Landlord
may from time to time in its reasonable discretion determine including the
provision of floodlighting inside and outside the Building
4. Heating etc
-----------
Providing such mechanical ventilation heating air conditioning and (if
deemed desirable by the Landlord) cooling for and the provision of hot and
cold water to such parts of the Retained Parts and for such hours and times
of year as the Landlord shall in its reasonable discretion determine
5. Common Parts open
-----------------
Keeping the Common Parts open 24 hours per day 365 days per year
-57-
<PAGE>
6. Ornamental features etc
-----------------------
Maintaining (at the Landlord's reasonable discretion) any existing
architectural or ornamental features seasonal decorations or murals water
sprays fountains and providing and maintaining any plants shrubs trees or
flowers in the Retained Parts
7. Staff
-----
Providing such staff (on reasonable market terms) as the Landlord shall in
its reasonable opinion think fit and proper to employ
8. Furniture etc
-------------
Providing and maintaining furniture and furnishings and maintaining
existing features in the Retained Parts
9. Fixtures fittings etc
---------------------
Supplying providing purchasing hiring maintaining renewing and (replacing
in each of the last two cases where beyond economic repair) repairing
servicing overhauling and keeping in good and serviceable order and
condition all fixtures and fittings bins receptacles tools appliances
materials equipment and other things which the Landlord may reasonably deem
desirable or necessary for the maintenance appearance upkeep or cleanliness
of the Building
10. Windows
-------
Cleaning as frequently as the Landlord shall in its reasonable discretion
(but in any event not less than once every three months) consider adequate
the exterior and interior of all windows and window frames in the Retained
Parts and the exterior of all external windows of the Building
-58-
<PAGE>
11. Refuse
------
Storing and disposing of refuse from the Building and the provision repair
maintenance and renewal of compactors paladins and other plant and
equipment for the collection treatment packaging or disposal of the same
12. Parking
-------
Controlling traffic in the Car Park including maintaining operating
repairing and replacing (where beyond economic repair) automatic barriers
and control equipment
13. Lavatories and Facilities
-------------------------
Heating lighting cleaning decorating maintaining repairing and renewing
(where beyond economic repair) from time to time all lavatories provided
within the Building any first aid facilities and any sanitary or other
equipment therein for the time being and the provision of all appropriate
towels toiletries and other facilities and the maintenance of an adequate
supply of hot and cold water thereto (save in connection with any such
items contained within a Lettable Unit)
14. Other Services
--------------
Any other or alternative services relating to the Building or any part of
the Building provided by the Landlord from time to time and not expressly
mentioned and which the Landlord reasonably considers ought properly to be
provided for the benefit of the Building which shall be:
(i) capable of being enjoyed by the occupier of the Premises
(ii) reasonably calculated to be for the benefit of the tenants of the
Building
(iii) in keeping with the principles of good estate management
-59-
<PAGE>
PART D
------
The Additional Items
--------------------
1. Fees
----
1.1. The reasonable and proper fees and disbursements (and any VAT
payable on them not recoverable by the Landlord as input tax) of:-
1.1.1. The Surveyor and/or the Accountant and any auditor and any other
individual firm or company employed or retained by the Landlord for
(or in connection with) the surveying accounting and auditing
functions referred to in this Lease
1.1.2. To the extent that the same has not formed part of fees charged
under 1.1.1. above the managing agents (whether or not the Surveyor)
for or in connection with the management of the Building and the
performance of the Services and any other duties in and about the
Building or any part of it relating to (without prejudice to the
generality of the above) the general management administration
security maintenance protection and cleanliness o f the Building
PROVIDED THAT such fees shall not exceed 15% of the total cost of
-------------
the Annual Expenditure
1.1.3. Any individual firm or company valuing the Building for the purposes
of all insurances effected pursuant to this Lease PROVIDED THAT the
-------------
same shall not be so valued more than once in any twelve month
period
1.1.4. Any individual firm or company providing caretaking or security
arrangements and services to the Building (other than the Lettable
Units)
1.1.5. Any other individual firm or company employed or retained by the
Landlord to perform (or in connection with) any of the Services or
any of the functions or duties referred to in this paragraph
-60-
<PAGE>
1.2. The fees of the Landlord or a company or organization in the control
of the Landlord for any of the Services or the other functions and
duties referred to in paragraph 1.1.2 above which shall he undertaken
by the Landlord or such company or organization in the control of the
Landlord and not by a third party PROVIDED THAT such fees shall not
-------------
exceed 10% of the Annual Expenditure (excluding such charges)
2. Staff etc
---------
To the extent that the same has not formed part of the fees charged under
1.1 the reasonable and proper cost of employing (whether by the Landlord a
Group Company the managing agents or any other individual firm or company)
such staff (including specifically a Building Manager and caretakers
cleaners commissionaires engineers managers receptionists security guards
supervisory staff and other appropriately qualified staff and workmen) as
the Landlord may in its absolute discretion deem necessary for the
performance of the Services and the other functions and duties referred to
in paragraph 1.1. above and all other incidental expenditure in relation to
such employment including but without prejudice to the generality of the
above
2.1. Insurance national insurance pension and welfare contributions and
redundancy payments where appropriate
2.2. The provision of uniforms and working clothes
2.3. The provision of tools appliances cleaning and other materials
fixtures fittings and other equipment a store for housing the same
within the Building and the provision of telephones for the proper
performance of their duties and
2.4. A notional rent (not exceeding the current market rent such rent to
be determined by the Surveyor acting reasonably and as an expert and
not as an arbitrator) for any office accommodation staff room or
other premises in the basement of the Building and forming part of
the Retained Parts provided for such staff
61
<PAGE>
3. Rates and Outgoings
-------------------
Paying or discharging all existing and future rates taxes assessments
charges duties impositions and outgoings whatsoever (whether parliamentary
local or otherwise or whether or not of a capital or non-recurring nature
but excluding any payable by the Landlord resulting from receipt of rent or
any dealing or ownership of any reversionary interest) which now are or may
at any time hereafter during the Term be charged levied assessed or imposed
upon or payable in respect of the Building as distinct from a particular
Lettable Unit or Units or the Retained Parts save and insofar as the same
shall (or would have had the same been subject to a lease or license) have
been imposed upon the Tenant or any other tenant or licensee of a part of
the Building
4. Contracts for services
----------------------
To the extent that the same has not formed part of the fees charged under
paragraphs 1.1 or 2 the reasonable and proper cost of entering into any
contracts for the carrying out of all or any of the Services and other
functions and duties which the Landlord may in its reasonable discretion
deem desirable or necessary including specifically contracts for cleaning
security and maintenance of lift plant pipes machinery and the reasonable
cost of monitoring the performance by any staff or other persons employed
in connection with the provisions of any one or more of the services
5. Electricity, gas etc
--------------------
The cost of the supply of electricity gas oil or other fuel or power for
the provision of the Services and for all purposes in connection with the
Retained Parts
6. Road etc charges
----------------
The expense of making repairing maintaining rebuilding and cleansing any
ways roads pavements or structures Pipes or anything which may belong to or
be used for the Building or any part of it exclusively
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7. Regulations
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The reasonable and proper cost charges and expenses of preparing and
supplying to the tenants copies of any regulations made by the Landlord
relating to the Building or the use of it
8. Statutory etc requirements
--------------------------
The reasonable and proper cost of taking all steps reasonably deemed
desirable or expedient by the Landlord in the interests of good estate
management for complying with making representations against or otherwise
contesting the incidence of the provisions of any statute bylaw or notice
concerning town planning public health highways streets drainage or other
matters relating to or alleged to relate to the Building or any part of it
for which any tenant is not directly and exclusively liable
9. Signs
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The provision maintenance repair decoration cleaning and renewal of all
signboards and/or notice boards which shall from time to time be placed
upon the Retained Parts
10. Nuisance
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The reasonable and proper cost to the Landlord of abating a nuisance in
respect of the Building or any part of it insofar as the same is not the
liability of any individual tenant
11. Interest
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Any reasonable and proper interest and fees in respect of money borrowed to
finance the provision of the Services or the Additional Items
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12. Complaints
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The costs incurred in dealing with all queries or complaints correspondence
or otherwise relating to the Building and/or its use and/or occupation but
not including any such relating to the promotion or marketing of the
Building or relating to any of the Lettable Units
13. General
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Expenditure on the reasonable and proper cost of any other item which the
Landlord in its reasonable discretion thinks proper for the more efficient
management and use of the Building and the comfort and convenience of the
tenants of the Building
14. Anticipated expenditure
-----------------------
Such reasonable provision (if any) for reasonably anticipated expenditure
in respect of any of the Services as the Landlord shall in its reasonable
discretion consider appropriate PROVIDED THAT:-
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15.1. provision shall only be made for specifically identified items of
major expenditure
15.2. all monies reserved in respect of any such item shall be held in
an interest bearing account with interest accruing for the
benefit of the fund
15.3. all monies reserved in respect of any such item shall be utilized
in paying for the same in priority to any other monies
15.4. the Landlord shall use reasonable endeavours to minimize the tax
(if any) payable in respect of such reserves
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THIRD SCHEDULE
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Rent Review
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1. Definitions
-----------
1.1. The terms defined in this paragraph shall for all purposes of this
Schedule have the meanings specified
1.2. "Market Rent" means the rent at which the Premises might be
expected to be let on the open market at the relevant Review Date
after the expiry of a rent free period of such length as would be
negotiated in the open market between a willing lessor and a
willing lessee to enable the willing lessee to fit out the Premises
for immediate occupation and use making the Assumptions but
disregarding the Disregarded Matters
1.3. "Assumptions" means the following assumptions as at the relevant
Review Date:
1.3.1. that no work has been carried out on or to the Premises
by the Tenant its sub-tenants or their predecessors in
title during the Term which has diminished the rental
value of the Premises
1.3.2. that if the Premises or any accesses or services thereto
have been destroyed or damaged they have been fully
restored so as to render the Premises fit for occupation
and use
1.3.3. that the covenants contained in this Lease on the part of
the Tenant have been fully performed and observed
1.3.4. that the Premises are available to let by a willing
landlord to a willing tenant by one lease without a
premium being paid by either party and with vacant
possession and that such willing tenants exist
1.3.5. that the lease referred to in paragraph 1.3.5 contains
the same terms as this Lease except:
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(a) for the amount of the Rent and any rent free period allowed
to the Tenant for fitting out the Premises for its
occupation and use at the commencement of the Term but
including the provisions for rent review on the Review Dates
and at similar intervals after the last Review Date and
(b) that the term of the lease is equal in length to the Term
remaining unexpired at the relevant Review Date or a period
of five years (whichever is the greater) and that such term
begins on the relevant Review Date and that the rent shall
commence to be payable from that date
1.3.6. that the Premises are ready for and fitted out and equipped for
immediate occupation and use for the Permitted Use and that all
the services required for such occupation and use are connected
to the Premises
1.4. "Disregarded Matters" means:-
1.4.1. any effect on rent of the fact that the Tenant its sub-tenants
and other permitted occupiers or their respective predecessors in
title have been in occupation of the Premises
1.4.2. any goodwill attached to the Premises by reason of the carrying
on at the Premises of the business of the Tenants its sub-tenants
and other permitted occupiers or their predecessors in title in
their respective businesses
1.4.3. any increase in rental value of the Premises attributable to the
existence at the relevant Review Date of any alteration addition
or improvement to the Premises carried out with consent where
required (otherwise than in pursuance of an obligation to the
Landlord or its predecessors in title save where such obligation
arises pursuant to or in connection with clause 4.18) by the
Tenant its sub-tenants or their respective predecessors in title
or by
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any lawful occupier during the Term or during any period of
occupation prior to the Term arising out of an agreement for
lease
1.4.4. any occupation or tenancy of the Tenant of any other
premises in the Building
1.5. "President" means the President for the time being of the Royal
Institution of Chartered Surveyors or his duly appointed deputy
1.6. "Appointed Surveyor" means the surveyor agreed upon between the
parties or appointed by the President pursuant to paragraph 3 below
1.7. "agree" or "agreed" means agree or agreed in writing between the
parties
2. From each Review Date the Rent shall be such as may at any time be agreed
as the Rent payable from that Review Date or (in default of such agreement)
whichever is the greater of:
(a) the Market Rent or
(b) the Rent contractually payable immediately
before the Review Date
3. If by a date three months before a Review Date the Rent payable from that
Review Date has not been agreed the Landlord and the Tenant may agree upon
a person to act as the Appointed Surveyor who shall determine the Market
Rent but in default of such agreement then the Landlord or the Tenant may
at any time whether before or after the Review Date make application to the
President to appoint a surveyor to determine the Market Rent and such
application shall request that the surveyor to be appointed shall if
practicable be a specialist in the letting of and in rent review
negotiations for premises of the same type as the Premises
4. (1) Unless the Landlord and the Tenant otherwise agree the Appointed
Surveyor shall act as an expert and not as an arbitrator and unless
the Appointed Surveyor shall
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otherwise direct the Landlord and the Tenant shall each be responsible
for one-half of his fees and if either shall pay the whole thereof he
shall be entitled to recover one-half thereof from the other
(2) In deciding upon the manner in which the costs of the determination
shall be borne the Appointed Surveyor may have regard to the contents
of any notices served or offers made by either party to the other and
the nature and content of any representations made to him or on behalf
of either party
(3) The Appointed Surveyor shall afford each party the opportunity to make
such written and/or verbal representations to him as such party may
wish subject to such reasonable time and other limits as the Appointed
Surveyor may prescribe and he shall have regard to such
representations but not be bound thereby
(4) If the Appointed Surveyor refuses to act or is incapable of acting or
dies the Landlord or the Tenant may apply to the President for the
further appointment of a surveyor
5. If by a Review Date the Rent payable from that Review Date has not been
ascertained pursuant to this Schedule the Tenant shall continue to pay the
Rent at the rate previously payable and on the Quarter Day next (or earlier
if the Tenant so desires) after such ascertainment the Tenant shall pay to
the Landlord the difference for the period ending on that Quarter Day (or
earlier date of payment) between the Rent paid and the Rent so ascertained
and the several parts of such difference shall bear interest thereon at the
base lending rate of Barclays Bank plc (or such other bank as is specified
in Clause 4.1.3) from the date when each such part would have been payable
if the Rent had been ascertained on or before the relevant Review Date
until the Quarter Day next after such ascertainment or such earlier date of
payment
6. If at any Review Date there is by virtue of any Statute a restriction upon
the Landlord's right to review the Rent or if at any time there is by
virtue of any Statute a restriction upon the right of the Landlord to
recover the Rent otherwise payable then upon the ending removal or
modification of such restriction and subject to there having been no
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review at the previous Review Date the Landlord may thereafter give to the
Tenant not less than one month's written notice requiring an additional
rent review with effect from the date of such ending removal or
modification which date shall for the purposes of this Schedule be a Review
Date
7. A Memorandum of the Rent ascertained from time to time in accordance with
this Schedule shall be prepared by the Landlord in two parts one part to be
signed by an individual Tenant or signed on behalf of a Company Tenant and
annexed to the Counterpart and the other part to be signed on behalf of the
Landlord and annexed to the Lease
8. Time shall not be of the essence in relation to any paragraph of this
Schedule
THE FOURTH SCHEDULE
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Guarantor Covenant
------------------
1. That as between the Guarantor and the Landlord the liability of the
Guarantor will be as principal debtor and covenantor
2. That the Tenant will at all times during the Term (and as well after as
before any disclaimer of this Lease) duly and punctually pay the rents as
herein provided and will observe and perform all the tenant's covenants and
conditions contained in this Lease
3. That if at any time during the Term the Tenant defaults in paying any of
the rents or in observing or performing any of the covenants and conditions
contained in this Lease the Guarantor will pay such rents and observe and
perform the covenants or conditions in respect of which the Tenant is in
default and pay and make good to the Landlord on demand all losses damages
costs and expenses sustained by the Landlord through the default of the
Tenant notwithstanding:-
3.1. any time or indulgence granted by the Landlord to the Tenant or any
neglect or forbearance of the Landlord in enforcing the payment of
rents or the observance of performance of the Tenant's covenants or
any refusal by the Landlord to accept
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rents tendered by or on behalf of the Tenant at a time when the
Landlord was entitled (or would after the service of a notice under
Section 146 of the Law of Property Act 1925 have been entitled) to re-
enter the Premises
3.2. that the terms of this Lease may have been varied by agreement between
the parties save where such variation falls within Section 18 of the
Landlord and Tenant (Covenants) Act 1995 (or would if the Guarantor is
or was a former tenant of the Premises)
3.3. that the Tenant may have surrendered part of the Premises in which
event the liability of the Guarantor hereunder shall continue in
respect of the part of the Premises not so surrendered after making
any necessary apportionments under the Law of Property Act 1925
Section 140
3.4. that the Tenant may have ceased to exist
3.5. any other act or thing whereby but for this provision the Guarantor
would have been released other than a release given in writing by the
Landlord
4. If at any time during the Term the Tenant (being an individual) becomes
bankrupt or (being a company) goes into liquidation and the trustee in a
bankruptcy or liquidator disclaims this Lease then this Schedule will
remain in full force and effect notwithstanding such event and the
Guarantor will if the Landlord shall by notice in writing within three
months after such disclaimer so requires take from the Landlord a lease of
the Premises for a term commensurate with the residue of the Term which
would have remained had there been no disclaimer at the same Rent then
being payable and subject to the same covenants and conditions as are
reserved by and contained in this Lease the said lease to take effect from
the date of the said disclaimer and in such case the Guarantor shall pay
the reasonable and proper costs of the preparation of such new Lease and
execute and deliver to the Landlord a counterpart of it
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5. The parties agree that this guarantee shall only subsist for such period
and extend to such liabilities restrictions and other requirements as are
permitted by the Landlord and Tenant (Covenants) Act 1995
[Diagrams intentionally omitted)
( EXECUTED by the Landlord but not
--------
( delivered until the date above by the
( affixing of THE COMMON SEAL of
---------------
( FRIENDS' PROVIDENT LIFE OFFICE
------------------ -----------
( in the presence of:
/s/ MLW
Authorised Signatory
/s/ S. Duckett
Internet Capital Group (Europe) Limited
71