UK-London-33/41 Dallington Street Lease - Northburgh House Ltd. and Screaming Media.com Ltd.
Dated June 13, 2000
(1) NORTHBURGH HOUSE LIMITED
(2) SCREAMING MEDIA.COM LIMITED
--------------------------------------
AGREEMENT FOR LEASE
RELATING TO
FOURTH FLOOR PREMISES
33-41 DALLINGTON STREET, LONDON, EC1.
--------------------------------------
Hardwick Stallards
Centurion House
37 Jewry Street
London
EC3N 2ER
DX 822 London-City
Tel No.: 020 7423 1000
Fax No.: 020 7481 3002
- 1 -
<PAGE> 2
THIS AGREEMENT is made the 13th day of June 2000
BETWEEN
(1) NORTHBURGH HOUSE LIMITED (Company Number 626019) whose registered office
is at Russell Bedford House, 250 City Road, London EC1V 2QQ ("the
Landlord" which expression shall include the person for the time being
entitled to the reversion immediately expectant on the termination of the
term of the Lease hereby agreed to be granted).
(2) SCREAMING MEDIA.COM LIMITED (Company Number 3906397) whose registered
office is at 1 Canada Square, Canary Wharf, London, E14 5DS ("the
Tenant").
1. DEFINITIONS AND INTERPRETATIONS
1.1 DEFINITIONS
"THE BUILDING" the property at 32 and 33-41 Dallington
Street and 2-6 Northburgh Street,
London, ECI
"THE COMPLETION DATE" the date which is 5 working days
following the later of (a) the
Landlord's Works Completion Date and
(b) the date of the Court Order
"THE COURT ORDER" an Order of the Mayor's and City of
London Court or other county court
under the provisions of Section 38(4)
Landlord and Tenant Act 1954
authorising the exclusion of the
provisions of Sections 24-28 of that
Act
- 2 -
<PAGE> 3
in relation to the tenancy to be
created by the Lease
"THE DEMISED PREMISES" the premises comprising part of fourth
floor of the Building and more
particularly described in the Lease.
"THE LANDLORD'S WORKS
COMPLETION DATE" the date upon which notice is given
under clause 2.3
"THE LANDLORDS WORKS" the creation of openings in the
internal walls of the Demised Premises
in such positions and in such manner as
the Landlord shall in its absolute
discretion determine in order to
provide internal access to all parts of
the Demised Premises and the re-routing
of any service media necessitated by
the foregoing
"LEASE" the lease of the Demised Premises in
the form attached hereto
"NECESSARY CONSENTS" all necessary consents licenses
authorisations building regulation
approvals which may be required from
- 3 -
<PAGE> 4
any party authority statutory
undertaker or a fire officer for the
Landlord's Works
"RENT COMMENCEMENT
DATE" the date which is two months after the
Completion Date
"RENT DEED" a rent deposit deed in the form of the
draft attached hereto
"TENANT'S WORKS" the installation in the Demised
Premises of electrical
telecommunications and data cabling
1.2 INTERPRETATION
In this Agreement unless the context otherwise requires:
1.2.1 Words importing any gender include every gender.
1.2.2 Words importing the singular number only include the
plural number and vice versa.
1.2.3 Words importing persons include firms companies and
corporations and vice versa.
1.2.4 Any reference to any statute (whether or not
specifically named) shall include any statutory
modification or reenactment of it for the time being
in force and any other instrument plan regulation
permission and direction made or issued under it or
under any statutory placed by it or deriving validity
from it.
- 4 -
<PAGE> 5
1.2.5 Reference to clauses schedules and annexures are
references to the relevant clause in or schedule or
annexure to this Agreement.
1.2.6 Any reference to either party to this Agreement
includes its successors in title (without detracting
from the effect of any prohibition of or qualification
to any right of alienation).
1.2.7 Where any obligation is undertaken by two or more
persons jointly those persons shall be jointly and
severally liable in respect of that obligation.
1.2.8 Any obligation the Landlord or the Tenant not to do or
omit to do anything shall be deemed to include an
obligation not to allow that thing to be done or
omitted to be done by any person under its control.
1.2.9 Any reference to "liability" includes where the
context so allows claims demands proceedings losses
costs and expenses.
1.2.10 The headings to the clauses and schedules shall not
affect the interpretation of this Agreement.
2. LANDLORD'S OBLIGATIONS
2.1 The Landlord shall as soon as reasonably practicable after the
date of the Court Order at its own expense commence and carry out
the Landlord's Works subject to and after receiving any Necessary
Consents for the same.
2.2 Thereafter the Landlord shall unless prevented by exceptional
circumstances beyond its control complete the Landlord's Works as
soon as reasonably possible and in any event by 9th June 2000 and
in accordance with any Necessary Consents and shall complete the
structural parts of the Landlord's Works by 3rd June 2000.
- 5 -
<PAGE> 6
2.3 As soon as the Landlord's Works have been so completed the
Landlord or its solicitors (acting reasonably) shall notify the
Tenant or its solicitors of that fact in writing.
2.4 The Landlord shall carry out the Landlord's Works in a good and
workmanlike manner using suitable materials.
3. TENANT'S WORKS
3.1 The Tenant shall immediately after the date hereof give details
(in the form of a drawing and/or specification) of the Tenant's
Works to the Landlord or its surveyor for approval (such approval
not to be unreasonably withheld or delayed)
3.2 Following approval of the Tenant's Works pursuant to clause 3.1
and following completion of the structural parts of the Landlord's
Works (as to which completion the Landlord's surveyor shall be the
sole arbiter) the Tenant shall have licence and authority to enter
the Demised Premises to carry out the Tenant's Works in accordance
with clause 3.3.
3.3 The Tenant shall carry out the Tenant's Works in a good and
workmanlike manner using suitable materials in such a way as to
cause no obstruction to or interference with the Landlord's Works.
4. NO OCCUPATION AND/OR DEMISE OF THE DEMISED PREMISES
This agreement shall not operate as a demise of the Demised Premises but
with effect from completion of the structural parts of the Landlord's
Works the Tenant shall be entitled to occupy the Demised Premises as
tenant at will of the Landlord from such date.
5. COURT ORDER
5.1 Completion of the Lease is conditional upon the Landlord and the
Tenant obtaining the Court Order.
- 6 -
<PAGE> 7
5.2 The Landlord and the Tenant shall use all reasonable endeavours to
obtain the Court Order and shall make a joint application for the
same as soon as reasonably practicable following this Agreement.
6. GRANT AND COMPLETION OF LEASE
6.1 The Landlord will grant and the Tenant shall accept the grant of
the Lease on the Completion Date.
6.2 The Landlord shall procure that its solicitors produce a
counterpart of the Lease and the Rent Deposit Deed and the Tenant
will promptly execute the same preparatory to the grant of the
Lease.
6.3 Simultaneously with completion of the Lease the parties shall
enter into and complete the Rent Deed.
6.4 On the date of actual completion the Tenant shall pay to the
Landlord:
6.4.1 the amount of "the Deposited Sum" referred to in the
Rent Deed;
6.4.2 "Rent" referred to in the Lease for the period from
the Rent Commencement Date to and including the day
immediately preceding the quarter day next ensuing
after the Rent Commencement Date;
6.4.3 a service charge payment for the saute period
mentioned in paragraph 6.4.2 above at the rate of the
"Initial Provisional Service Charge" referred to in
the Lease;
6.4.4 any other sums payable by the Tenant pursuant to the
terms hereof;
6.4.5 value added tax on any or all of the above sums in
this clause 6.4 wherever appropriate and the Landlord
shall as soon as reasonably practicable thereafter
provide to the Tenant a valid value added tax invoice
addressed to the Tenant.
- 7 -
<PAGE> 8
7. TERMINATION
The Landlord may by notice in writing to the Tenant terminate this
Agreement before the Lease is granted if the Tenant enters into
liquidation (except for the purposes of amalgamation or reconstruction of
a solvent company) or passes a resolution for creditors' winding up or
makes a proposal for a composition with its creditors or an application is
made to the Court for an administration order or a receiver or
administrative receiver is appointed in respect of the Tenant or any of
the Tenant's property or if the Court Order is not obtained within three
weeks of the date hereof.
8. STANDARD CONDITIONS OF SALE
Save to the extent not inconsistent herewith the Standard Conditions of
Sale (Third Edition) shall apply and be deemed to be incorporated in this
Agreement.
9. GENERAL
9.1 The Tenant shall not assign or charge its interest under this
Agreement but will itself take up the Lease and execute and
deliver to the Landlord a counterpart thereof.
9.2 The Landlord shall not be obliged to deduce title to the Building
which the Tenant accepts and the Tenant further shall not be
entitled to raise any requisition or objection to the Landlord's
title and/or its right to grant the Lease.
9.3 The Demised Premises shall be let subject to all encumbrances
affecting the Demised Premises.
9.4 The provisions of this Agreement shall remain in full force and
effect after the grant of the Lease as far as they are still
required to be observed and performed and are not provided for in
the Lease.
- 8 -
<PAGE> 9
9.5 This Agreement is governed by and is to be construed in accordance
with English Law and the parties submit to the exclusive
jurisdiction of the English Courts.
9.6 The Landlord shall at its own expense before the 31st day of
December 2000 upgrade the entrance lobby to the Building in such
manner as the Landlord shall in its absolute discretion determine
but for the avoidance such upgrade shall not constitute any part
of the Landlord's Works
10. In the event that the Landlord gives licence pursuant to the Lease at any
time during the term of the Lease for the installation by the Tenant in
the Demised Premises of air-conditioning and at the end of the said term
the Landlord requires the Tenant to remove the air-conditioning so
installed the Landlord shall not charge the Tenant Rent (as that
expression is defined in the Lease) for the last calendar month of the
said term and the parties hereby agree that such agreement as aforesaid
shall be contained in any licence for alterations made between the parties
after the date hereof in respect of any air-conditioning installation in
the Demised Premises by the Tenant
Signed on behalf of the Landlord/Tenant.........................................
- 9 -
<PAGE> 10
DATED JUNE 13, 2000
NORTHBURGH HOUSE LIMITED (1)
SCREAMING MEDIA.COM LIMITED (2)
LEASE
RELATING TO FOURTH FLOOR
AT 33-41 DALLINGTON STREET, LONDON ECI
----------------------------------------------------------------------------
Hardwick Stallards
Centurion House
37 Jewry Street
LONDON EC3N 2EX
Tel No: 0207 423 1000
Fax No.: 0207 481 3002
<PAGE> 11
without limitation) any controlled special
hazardous toxic radioactive or dangerous
waste
"ENVIRONMENT" the environment as defined in Section 1(2)
of the Environmental Protection Act 1990
"ENVIRONMENTAL LAW" any legal rule regulation or obligation
whether or not having effect at the date of
the Lease and whether or not having
retrospective effect concerning the
protection of human health or the
Environment or Dangerous Substances
"THIS LEASE" this lease and any deed or document
supplemental hereto or made pursuant hereto
"PERMITTED PART" each of the whole of those parts of Premises
shown hatched green or yellow or blue on the
plan attached to this Lease
"PLANNING ACTS" the Town and Country Planning Act 1990
the Planning (Listed Buildings and
Conservation Areas) Act 1990 the Planning
(Hazardous Substances) Act 1990 the Planning
(Consequential Provisions) Act 1990 and the
Planning and Compensation Act 1991
"THE PREMISES" premises on the fourth floor in the west
block of the Building as more particularly
defined in the first schedule
"CONTRACTUAL TERM" five years from and including the date
hereof
"RENT COMMENCEMENT the 13 day of June 2000
DATE"
2
<PAGE> 12
"RENT" the clear yearly rent of TWO HUNDRED AND
THREE THOUSAND POUR HUNDRED AND TWENTY FIVE
POUNDS ([pound sterling]203,425.00) plus
Value Added Tax (if applicable)
"INTEREST RATE" three per cent per year above the base
lending rate of HSBC Bank plc
"SERVICE PERCENTAGE
CHARGE" 15.75 per cent subject to the provisions for
variation contained in the fourth schedule
"INITIAL PROVISIONAL
SERVICE CHARGE" [pound sterling] 4,000.00 per quarter plus
Value Added Tax (if applicable)
"SUPERIOR LEASE" a lease dated 11th April 1961 made between
The Governors of Sutton's Hospital In
Chaterhouse (1) the Landlord (2) and Solomon
Sheinman and Joseph Sheinman (3)
2. DEFINITIONS
2.1 The terms defined in the Particulars and in this clause 2 and in
the fourth schedule shall for all purposes of this Lease have the
meaning specified
2.2 "Adjoining Property" means any neighbouring or adjoining land or
premises (excluding the Building) in which the Landlord or a
Group Company shall have acquired a freehold or leasehold interest
2.3 "Group Company" means a company that is a member of the same group
as the Landlord within the meaning of Section 42 of the Landlord
and Tenant Act 1954
2.4 "Interest" means interest during the period from the date on which
the payment is due to the date of payment both before and after
any judgement at
3
<PAGE> 13
the Interest Rate or should the base rate referred to in this
Particulars cease to exist such other rate of interest as is most
closely comparable with the Interest Rate to be agreed between the
parties or in default of agreement to be determined by the
Surveyor
2.5 "Rent" means the Rent (as defined in the Particulars) but such
term excludes the Service Charge and the insurance rent
hereinafter defined but the term "rents" means Rent and Service
Charge and the said insurance rent and other sums hereby reserved
as rent
2.6 "the Surveyor" means any person or firm who or a partner in which
is an Associate or Fellow of the Royal Institution of Chartered
Surveyors appointed by the Landlord (acting reasonably) to perform
any of the functions of the Surveyor under this Lease
2.7 "Value Added Tax" means Value Added Tax as provided for in the
Value Added Tax Act 1994 and legislation (delegated or otherwise)
supplemental thereto and any similar tax replacing the same
3. INTERPRETATION
3.1 The expressions "the Landlord" and "the Tenant" wherever the
context so admits include the person for the time being entitled
to the reversion immediately expectant on the determination of the
Term and the Tenant's successors in title respectively and any
reference to a "Superior Landlord" includes the Landlord's
immediate reversioner (and any superior landlord) at any time
3.2 References to any rights exercisable by the Tenant shall be
construed as being exercisable by the Tenant and any lawful
subtenant and all persons properly authorised by them
4
<PAGE> 14
3.3 Where the Landlord or the Tenant are two or more persons
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
3.4 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
3.5 The expression "the Term" means the Contractual Term
3.6 Where the consent of the Landlord is required hereunder the
consent of the Superior Landlord shall also be required but
nothing herein shall be construed as imposing on any Superior
Landlord any obligation not unreasonably to refuse any such
consent
3.7 Any covenant by the Tenant not to do any 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
3.8 The clause paragraph and schedule headings do not form part of
this Lease and shall not be taken into account in its construction
or interpretation
4. DEMISE
The Landlord demises to the Tenant the Premises TOGETHER WITH the rights
specified in the second schedule but EXCEPTING AND RESERVING to the
Landlord the rights specified in the third schedule TO HOLD the Premises
to the Tenant for the Contractual Term SUBJECT to all rights easements
privileges restrictions covenants and stipulations of whatever nature
affecting the Premises (including but not limited to the exceptions and
reservations and the rights of entry exerciseable by the Superior Landlord
in the Superior Lease) YIELDING AND PAYING to the Landlord:
4.1 the Rent payable without any deduction by equal quarterly payments
in advance on the usual quarter days in every year and
proportionately for any period of less than a year the first such
payment being a proportionate sum in
5
<PAGE> 15
respect of the period from and including the Rent Commencement
Date to and including the day before the quarter day next then
ensuing to be paid on the date hereof
4.2 by way of further rent (payable with effect from the date hereof)
the Service Charge payable in accordance with the fourth schedule
4.3 by way of further or additional rent (payable with effect from the
date hereof) ("the insurance rent") 15.75 per cent of the premium
for insuring the Building together with all plant equipment and
machinery therein against the risks referred to in clause 6.2
hereof such insurance rent to be paid on the next ensuing quarter
day after the date of payment of the premium by the Landlord
PROVIDED ALWAYS that the Tenant shall pay any increase in the
premium for insuring the Building occasioned by or attributable to
the use of the Premises by the Tenant or by the business carried
on in the Premises by the Tenant and
4.4 by way of further rent (payable with effect from the date hereof)
all other sums whatsoever as may become payable by the Tenant to
the Landlord under the provisions of this Lease
5. THE TENANT'S COVENANTS
The Tenant covenants with the Landlord as follows:
5.1
5.1.1 to pay the rents herein reserved at the times and in
manner aforesaid
5.1.2 if so required in writing by the Landlord to make
payment of Rent by bankers standing order to any bank
and account in the United Kingdom that the Landlord
may from time to time reasonably nominate
6
<PAGE> 16
5.2 to pay and discharge all rates taxes duties charges assessments
and outgoings whatsoever whether parliamentary local parochial or
of any other description (other than of a capital non recurring
nature) which now are or may at the time during the Term be
assessed charged or imposed upon the Premises or the owner or
occupier in respect thereof (other than tax chargeable on any
dealing by the Landlord with its reversionary interest) and
within four days of the receipt of a notice of assessment thereof
to produce the same to the Landlord for its inspection and where
any such outgoings as aforesaid are charged or imposed on the
Premises and other property to pay to the Landlord or as it may
direct a proper proportion of such outgoings aforesaid (such
proportion to be determined by the Surveyor acting reasonably and
properly whose decision shall be final) and not to make any claim
for relief against such outgoings as aforesaid without the
Landlord's prior consent which will not be unreasonably withheld
or delayed
5.3 upon production of a valid value added tax invoice addressed to
the Tenant to pay in addition to the rents and other sums hereby
reserved and otherwise made payable under this Lease to the
Landlord Value Added Tax in respect of all taxable supplies made
or deemed to be made by the Landlord to the Tenant pursuant to
this Lease or in respect of the Premises where such supply is
taxable because of an election made by the Landlord (whether under
paragraph 2 of schedule 10 to the Value Added Tax Act 1994 or
otherwise) or for any other reasons
5.4 to pay to the Landlord within 14 days of written demand all sums
properly payable by the Landlord in respect of the water rate
chargeable upon the Premises if the same is assessed upon the
Landlord
5.5 from time to time and at all times during the Term well and
substantially to repair uphold cleanse maintain and keep the
Premises and the appurtenances and improvements and additions
thereto in good and substantial repair and condition (damage by
the insured risks hereinafter defined and any other risks actually
insured against by the Landlord excepted unless the relevant
policy or policies of insurance effected by the Landlord shall
have been vitiated or
7
<PAGE> 17
payment of the policy moneys refused in whole or in part by or in
consequence of some act neglect or default on the part of or
suffered by the Tenant or its servants agents or licensees)
5.6 to clean the windows at least once in every month and to maintain
in reasonable and proper repair and clean and hygienic all pipes
wires gullies drains and other service media exclusively serving
the Premises and not to do or permit or suffer to be done anything
whereby any of the pipes wires gullies drains and service media
may become obstructed
5.7 to give notice in writing to the Landlord of any relevant defect
in or affecting the Premises within the meaning of the Defective
Premises Act 1972 immediately the same comes or ought in all the
circumstances to have come to the notice of the Tenant or any
agent or servant of the Tenant
5.8 in the last three months of the Term howsoever determined to paint
with two coats at least of good quality paint of a colour to be
previously approved in writing by the Landlord (such approval not
to be unreasonably withheld or delayed) and polish or otherwise
treat as the case may be in a proper and workmanlike manner all
the walls wood iron and other metal work in or about the Premises
previously or usually painted polished or otherwise treated as
aforesaid in the case of walls with emulsion paint and for wood or
metal surfaces with one coat of oil based undercoat and one top
coat of gloss paint and otherwise decorate in a proper and
workmanlike manner and with good quality materials all such parts
of the Premises as have been so treated and as often as may be
necessary to clean and treat in a suitable manner for its
maintenance in good condition all the inside wood and ironwork not
required to be painted or polished
5.9 to maintain and keep in good condition all flooring surfaces in
the Premises and at the determination of the Term (howsoever
determined) to refurbish or resurface as necessary such floors if
damaged to the reasonable satisfaction of the Landlord in a
similar way as such floors are surfaced at the date hereof
8
<PAGE> 18
5.10 to preserve for the benefit of the Landlord and the Premises
and/or the Building all and any existing rights or easements
appertaining to or reputed to appertain to the Premises and/or the
Building and at the Landlord's request and cost to take such
action as the Landlord may reasonably require to preserve such
easements or rights
5.11 to permit the Landlord or the Surveyor or the Landlord's agents
with or without workmen and others at all reasonable times after
at least 2 working days' notice (except in the case of emergency)
to enter upon the Premises to examine the state and condition
thereof and of the fixtures and fittings therein and to take
inventories of such fixtures and fittings and to give or leave
upon the Premises for the Tenant notice in writing of all defects
and wants of repair there found for which the Tenant may be liable
hereunder and calling upon the Tenant within three months
thereafter or sooner if reasonably required to make good such
defects and wants of repair and if the Tenant shall fail to comply
with any such notice or shall at any time make default in the
performance of any of the foregoing covenants for or relating to
the repair painting or carrying out of any other works which ought
to be carried out on the Premises by the Tenant to permit the
Landlord (but without prejudice to the right of re-entry under the
clause hereinafter contained) to enter upon the Premises and
repair paint or carry out such work at the expense of the Tenant
5.12 to repay to the Landlord within 14 days of demand the proper cost
properly incurred of any such repair painting or other works
carried out by the Landlord as aforesaid
5.13 to regularly service and replace as may be required by the
relevant fire authority all fire fighting equipment installed
within the Premises
5.14
5.14.1 to keep the Premises sufficiently supplied and
equipped with fire fighting and extinguishing
appliances as are required from time to time by the
authorities concerned which shall be open to
inspection and maintained to the reasonable
satisfaction of the Landlord and also not
9
<PAGE> 19
to obstruct or permit or suffer to be obstructed
the access to or means of working such apparatus and
appliances or the means of escape from the Premises
and to comply in all respect with all requirements of
the fire authority or other competent authorities for
the prevention and control of fire and to maintain all
fire check doors in a proper working condition
5.14.2 to pay for all works which the fire authority may
require to be carried out to the Building by the
Landlord and which arise as a result of the occupation
or use of the Premises by the Tenant
5.15 not without the consent in writing of the Landlord to suspend any
weight from the ceiling or roof or use the ceiling or roof or roof
trusses or purlins of the Premises for the storage of goods or to
place or permit or suffer to be placed any weight thereon or to
permit any person or persons to enter thereon save with a view to
the execution of necessary repairs and then only in such manner as
to subject the ceiling and roof and roof trusses to the least
possible strain and not knowingly to load or use the structure of
the Premises so as in any way to stain or interfere with the main
structure thereof
5.16 not at any time during the Term to erect or suffer to be erected
any structures or new buildings on the Premises or any part
thereof nor without the consent of the Landlord (not to be
unreasonably withheld or delayed in the case of the erection
removal or relocation of non-structural demountable partitioning)
make any alterations or addition whether structural or otherwise
whatsoever in or to the Premises or the fixtures fittings services
or conveniences serving the Premises or any part or parts thereof
or any alterations whatsoever to the exterior thereof nor under
any circumstances to cut maim or remove any of the walls beams or
any part thereof
5.17 in the event of the Landlord granting its consent to the Tenant
for the carrying out or making of any alteration or addition to
the Premises at the end or sooner determination of the Term
(whether determined by effluxion of time or otherwise) if the
Landlord reasonably so requires but not otherwise well and
substantially to reinstate the Premises (and to remove any
addition thereto
10
<PAGE> 20
pursuant to such consent as aforesaid) to the condition that the
same were in at the commencement of the Term or prior to such
alteration as the case may be
5.18 to pay to the Landlord within 14 days of written demand all proper
charges and expenses (including reasonable legal costs and
reasonable fees payable to the Surveyor) which may be properly
incurred by the Landlord in or in connection with any proceedings
under Section 146 and/or 147 of the Law of Property Act 1925
notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court and in respect of any steps taken in
connection with the preparation and service of a schedule of
dilapidation as during or within six months after the expiration
of the Term
5.19 not without the previous permission in writing of the Landlord
(such permission not to be unreasonably withheld or delayed) to
carry out any electrical work whatsoever or make any alteration to
or extension of the electrical installation in the Premises or the
Building and to carry out any such permitted works in such manner
as to comply with the requirements and regulations from time to
time issued by the Institution of Electrical Engineers
5.20 not to use or permit or suffer the use of the Premises otherwise
than as offices within the meaning of Use Class B1 of the Town and
Country Planning (Use Classes) Order 1987
5.21
5.21.1 at the Tenant's own expense to execute all works and
provide and maintain all arrangements upon or in
respect of the Premises or the use to which the
Premises are being put that are required in order to
comply with the requirements of any Act or any
Government Department local authority or other public
or other competent authority or Court of competent
jurisdiction regardless of whether such requirements
are imposed on the Landlord or the Tenant
5.21.2 not to do in or near the Premises any act or thing by
reason of which the Landlord may under any Act incur
have imposed upon it or become
11
<PAGE> 21
liable to pay any penalty damages compensation costs
charges or expenses
5.21.3 at its own expense to obtain from the appropriate
authorities all licences consents and permissions as may be
required for the carrying out by the Tenant of any
operations on or use of any part of the Premises
5.21.4 without prejudice to the generality of the above to comply
in all respects with the provisions of any Act applicable
to the Premises or in regard to carrying on the trade or
business for the time being carried on upon the Premises
and in particular the Planning Acts and all Environmental
Laws
5.22
5.22.1 not to apply for planning permission under the Planning
Acts without first producing to the Landlord a copy of the
application and obtaining the prior written consent of the
Landlord (the giving or withholding of such consent shall
be at the sole discretion of the Landlord) AND IT IS
FURTHER MORE AGREED AND DECLARED that the Landlord shall be
under no obligation to grant licence or consent for any
alterations to or any change of user of the Premises or any
part thereof requiring express planning permission unless
and until the planning permission therefor has first been
produced to the Landlord for its inspection and unless
such planning permission is in such form as the Landlord
reasonably may require and does not contain any conditions
to which the Landlord reasonably may object
5.22.2 if the Tenant shall receive any compensation with respect
to the interest of the Tenant hereunder because of any
restriction placed upon the use of the Premises or
otherwise howsoever under or by virtue of the Planning Acts
then when the Tenant's interest hereunder shall be
determined (whether by effluxion of time or otherwise) the
Tenant
12
<PAGE> 22
shall forthwith make such provision as is just and
equitable for the Landlord to receive its due benefit from
such compensation
5.22.3 unless the Landlord directs otherwise in writing to carry
out before the determination of the Term (howsoever
determined) any works stipulated to be carried out to the
Premises as a condition of any planning permission which
may have been granted during the Term to the Tenant and
implemented by the Tenant whether or not the date by which
the planning permission requires such works to be carried
out falls within the Term
5.23 Within fourteen days of the receipt of any notice to give full
particulars to the Landlord of any permission notice order or
proposal relevant to the Premises or to the use thereof given to
the Tenant or the occupier of the Premises (together with a copy
of any notice permission letter or document) under any Act and
without delay to take all necessary steps to comply with such
notice if required by this Lease with the written approval of the
Landlord (such approval not to be unreasonably withheld) and also
at the request and (where the Tenant is not in default under this
Lease) at the cost of the Landlord to make or join with the
Landlord in making such objections and representations against or
in respect of any such notice order or proposal as aforesaid as
the Landlord reasonably requires
5.24
5.24.1 In this Clause 5.24 the following expressions have the
following meanings:
"Authorised Guarantee Agreement" has the meaning defined in
and for the purposes of Section 16 of the Landlord and
Tenant (Covenants) Act 1995 which shall be made by separate
deed
"Permitted Occupier" means a company which is a member of
the same group of companies of which the Tenant is a member
and meets the criteria in Section 42(1) of the Landlord and
Tenant Act 1954
13
<PAGE> 23
5.24.2 Not to hold on trust for another or assign charge or
underlet (other than an underletting of a Permitted Part)
or part with or share the possession or occupation of any
part or parts (as distinct from the whole) of the Premises
and not to agree so to do
5.24.3 Not to charge part with or share possession of the whole of
the Premises or agree so to do or permit any person to
occupy the same save by way of an assignment or underlease
of the whole of the Premises
5.24.4 Not to assign or underlet the whole of the Premises and not
to underlet a Permitted Part except as provided in this
Clause 5.24 and then only with the prior written consent of
the Landlord (such consent not to be unreasonably withheld
or delayed subject to Clauses 5.24.5 and 5.24.6)
5.24.5 For the purposes of Section 19(1A) of the Landlord and
Tenant Act 1927 it is agreed that the Landlord shall not be
regarded as unreasonably withholding consent to any
proposed assignment of the whole of the Premises if it is
withheld on the ground (and it is the case) that any one or
more of the circumstances mentioned below exist (whether or
not such withholding is solely on such ground or on that
ground together with other grounds):
5.24.5.1 that in the reasonable opinion of the Landlord
the proposed assignee is not of sufficient
financial standing to be able to meet its
obligations under this Lease
5.24.5.2 that rents due under this Lease have not been
paid to the Landlord
5.24.5.3 that the proposed assignment is to a "parent
undertaking" a "subsidiary undertaking" or a
"subsidiary undertaking" of such "parent
undertaking" (all of which shall have the
14
<PAGE> 24
meanings ascribed to these terms in Section 258
of the Companies Act 1985)
5.24.6 On any assignment:
5.24.6.1 the Tenant shall enter into an Authorised
Guarantee Agreement which will be in such form
as the Landlord may reason ably require and be
prepared by or on behalf of the Landlord and at
the cost of the Tenant; and
5.24.6.2 if the Landlord reasonably so requires the
Tenant will obtain no more than two acceptable
guarantors for the proposed assignee who will
covenant by deed with the Landlord in such terms
as the Landlord may reasonably require and such
deed to be prepared by the Landlord and at the
cost of the Tenant; or
5.24.6.3 if the Landlord reasonably so requires the
proposed assignee will prior to the assignment
enter into such reasonable rent deposit
arrangement for performance by the proposed
assignee of its obligations under this Lease as
the Landlord may reasonably require
5.24.7 Clauses 5.24.5 and 5.24.6 shall operate without prejudice
to the right of the Landlord to refuse such consent on any
other ground or grounds where such refusal would be
reasonable or to impose further conditions upon the grant
of consent where such imposition would be reasonable
5.24.8 Not to underlet the whole of the Premises and not to
underlet a Permitted Part in either case at a fine or a
premium or at a rent less than the open market rent of the
premises so proposed to be underlet in each case at the
time of such underlease and without having first obtained
the Landlord's prior approval of such open market rent
(such approval not to be unreasonably withheld or delayed)
15
<PAGE> 25
5.24.9 Upon the Landlord consenting to an underletting of the
Premises or a Permitted Part to procure that the underlease
contains:
5.24.9.1 an unqualified covenant on the part of the
undertenant with the Tenant that the undertenant
will not assign or charge (or agree so to do)
any part or parts of the premises (as distinct
from the whole) demised by such underlease and
will not underlet or (save by way of an
assignment of the whole) part with or agree so
to do or share possession of or permit any
person to occupy the whole or any part of the
premises demised by such underlease
5.24.9.2 a covenant on the part of the undertenant with
the Tenant that the undertenant will not assign
or charge (or agree so to do) the whole of the
premises demised by such underlease without the
previous consent in writing of the Landlord
(such consent not to be unreasonably withheld or
delayed)
5.24.9.3 covenants by the undertenant (which the Tenant
undertakes to enforce) to prohibit the
undertenant from doing or suffering any act or
thing upon or in relation to the premises
demised by the underlease which will contravene
any of the Tenant's obligations in this Lease
5.24.9.4 a condition for re-entry on breach of any
covenant on the part of the undertenant
5.24.9.5 any underlease shall be validly contracted out
of Sections 24 to 28 (inclusive) of the Landlord
and Tenant Act 1954 by order of a competent
court
5.24.10 Not to vary the terms of or accept any surrender of any
underlease permitted under this Clause 5.24 (or agree so
to do) without the
16
<PAGE> 26
Landlord's prior written consent (such consent not to be
unreasonably withheld or delayed) and not to commute or
waive any rents payable by any such underlease
5.24.11 Notwithstanding anything contained in this Clause 5.24 the
Tenant may share occupation of the Premises with a
Permitted Occupier PROVIDED THAT:
5.24.11.1 no tenancy is created by such occupation
5.24.11.2 the rights of the Permitted Occupier immediately
determine on it ceasing to fall within the
definition of a Permitted Occupier
5.24.11.3 the Tenant will give notice to the Landlord
within fourteen days of the commencement and
termination of each sharing of occupation of the
Premises
5.25 From time to time during the Term to furnish to the Landlord
within days of written demand full particulars of all derivative
interests of or in the Premises however remote or inferior
5.26 Within one month after the transmission of any interest under this
Lease or derivative on it or the execution of any document dealing
with such interest to leave with the Landlord two certified copies
of the deed instrument or other document evidencing or effecting
such dealing or transmission and to pay such reasonable and proper
registration fee as the Landlord may require and to procure that
every document creating an underletting of the Premises or any
part of the Premises contains a similar covenant by the
undertenant with the Tenant and the Landlord PROVIDED THAT
registration of any such deed instrument or other document will be
evidence of notification of such transaction to the Landlord but
will not require the Landlord to consider the terms of such
transaction or the said deed instrument or other document and will
not be evidence that it has done so
17
<PAGE> 27
5.27 Not to display or permit or suffer to be displayed any sign
placard or advertisement on the Premises other than as previously
approved in writing by the Landlord (such approval not to be
unreasonably withheld or delayed) and not without the previous
consent in writing of the Landlord to affix or place or permit or
suffer to be affixed or placed any names or notices on the walls
or in the windows of the Building other than usual and reasonable
trade signs and displays
5.28 Not to do or permit or suffer to be done on the Premises any act
or thing which is illegal or immoral or which shall be or may
become a nuisance to the Landlord or the occupiers of the Building
5.29
5.29.1 not to do or permit or suffer to be done anything which may
invalidate any policy or policies of insurance effected by
the Landlord in respect of the Premises or the Building
and/or the rents receivable in respect thereof or which may
increase the premium or premiums payable in respect thereof
and to repay forthwith to the Landlord all sums paid by way
of increased premiums and all proper expenses properly
incurred by the Landlord in or about any renewal of any
such policy rendered necessary by a breach of this covenant
and all such payments shall be recoverable as rent
5.29.2 forthwith on written demand from the Landlord or its
insurers to cease from doing or suffering to be done any
act or thing which has caused or may cause the insurance to
become void or voidable and to comply with all requirements
and recommendations of the insurers of which the Tenant has
notice in writing
5.29.3 in the event of the Premises or any part thereof being
damaged or destroyed at any time during the Term and the
insurance money under any insurance effected thereon being
wholly or partly irrecoverable by reason wholly or in part
of any act or default of the Tenant then and in
18
<PAGE> 28
every such case to pay to the Landlord forthwith in
addition to the rents the whole of the amount so
irrecoverable
5.29.4 in the event of the Premises or any part thereof being
destroyed or damaged by any of the perils covered by the
insurance effected by the Landlord forthwith to give to the
Landlord written notice thereof
5.30 At any time during the last six months of the Term during
reasonable hours in the daytime and after at least two working
days' notice to permit the Landlord or its agents to show the
Premises to intending tenants or other persons
5.31
5.31.1 If the Tenant shall fail to pay the rents or any other sum
due under this Lease within 14 days of the due date for
payment whether formally demanded or not the Tenant shall
pay to the Landlord Interest
5.31.2 Nothing in the preceding clause shall entitle the Tenant to
withhold or delay any payment of the rents or any other sum
due under this Lease after the date upon which they fall
due or in any way prejudice affect or derogate from the
rights of the Landlord in relation to such nonpayment
including (but without prejudice to the generality of the
above) under the proviso for re-entry contained in this
Lease
5.32 To indemnify and keep indemnified the Landlord from and against
all damage actions proceedings suits claims demands proper costs
damages liability and expenses arising in any way directly or
indirectly out of the repair state of repair condition existence
of any alteration to or the unauthorised user of the Premises and
for which the Tenant is liable or responsible hereunder and/or any
breach of the Tenant's covenants contained in this Lease and from
all proceedings proper costs claims and demands of whatsoever
nature in respect of any such liability or alleged liability
5.33 To yield up to the Landlord at the expiration or sooner
determination of the Term so painted treated repaired cleansed
maintained amended and kept as
19
<PAGE> 29
required by this Lease the Premises and all additions and
improvements made thereto in the meantime and all fixtures of
every kind in or upon the Premises or which during the Term may be
affixed or fastened to or upon the same except tenant's or trade
fixtures and prior to the expiration or sooner determination of
the Term in case any of the Landlord's fixtures and fittings shall
be missing broken damaged or destroyed forthwith to replace them
with others of a similar character and of equal value and in any
event to remove any moulding sign writing or painting or the name
or business of the Tenant and other persons from the Premises and
make good any damage caused to the Premises by such removal or
removal of the tenant's fixtures fittings furniture and effects
5.34 To permit the Landlord and all persons authorised by it at all
reasonable times upon reasonable notice (except in emergency) to
enter and remain upon the Premises together with work people plant
and materials:
5.34.1 to execute any works of construction repair decoration or
of any other nature within the Building or to the service
media or on any other Adjoining Property and to carry out
repairs decorations or other work which the Landlord must
or may carry out under the provisions of this Lease upon or
to the Premises
5.34.2 to exercise without interruption or interference any of the
rights excepted or reserved to the Landlord by this Lease
5.34.3 in the last six months before the determination of the Term
to affix a sign or signs indicating that the Premises are
to let
PROVIDED THAT the Landlord and other persons so authorised shall
cause as little inconvenience as reasonably possible and make good
any damage to the Premises thereby caused
5.35 To observe and perform the additional covenants and restrictions
contained in the fifth schedule
20
<PAGE> 30
5.36 Not to do or omit to do anything which will cause the Landlord to
be in breach of the terms of the Superior Lease
6. THE LANDLORD'S COVENANTS
The Landlord covenants with the Tenant as follows:
6.1 That the Tenant paying the rents and observing the covenants on
its part herein contained shall during the Term quietly enjoy the
Premises without any interruption by the Landlord or any person
lawfully claiming under it
6.2 Either to procure insurance of the Building pursuant to the
Superior Lease or to insure the Building (unless such insurance
shall be vitiated by any act or omission of the Tenant or the
Tenant's servants or agents or visitors at the Premises) in such
sums as the Landlord shall from time to time be advised by the
Surveyor as being the full cost of reinstatement of the Building
(together with an appropriate addition for professional fees and
three years' loss of Rent) against loss or damage by fire storm
tempest flood lightning or aircraft (not being hostile aircraft)
and things dropped therefrom explosion burst-pipes impact riot
civil commotion malicious damage and against such other insurable
risk or risks as the Landlord may reasonably deem prudent (all
which said risks are herein called "the insured risks") and to
produce to the Tenant on demand either the policy of such
insurance and the receipt for the last premium or reasonable
evidence from the insurers of the terms of the policy and the fact
that the same is subsisting and in effect and (subject as
hereinafter provided) in case of destruction of or damage to the
Premises or the means of access thereto by the insured risks or
any of them the Landlord will as soon as reasonably practicable
take such steps as may be requisite and proper to obtain any
necessary permits and consents under any regulations or Act for
the time being in force to enable the Landlord to rebuild and
reinstate the same and will as soon as such permits and consents
have been obtained (which are not subject to conditions with which
it would be unreasonable to expect the Landlord to comply) lay
out all monies received in respect of such
21
<PAGE> 31
insurance (except sums in respect of loss of rent) in rebuilding
or reinstating the Premises or means of access thereto so
destroyed or damaged PROVIDED always that if for any cause
whatsoever the rebuilding or reinstatement of the Premises shall
be prevented or frustrated then the said sums of money shall
belong to the Landlord for its own benefit absolutely PROVIDED
FURTHER THAT the Landlord shall not be liable to rebuild and
reinstate as aforesaid if the policy of insurance shall have been
vitiated or payment refused in whole or in part as a result of
some act or default of the Tenant or anyone at the Premises under
its control
6.3 Unless prevented by strike lock-out breakdown or other act matter
or thing over which it has no control to maintain and to use all
reasonable endeavours to carry out all functions towards the cost
of which the Tenant is by Part C Fourth Schedule hereto liable to
contribute save that the Landlord shall be under no obligation to
carry out any such function where it is stated that any such
function will be at the Landlord's discretion
7. PROVIDED ALWAYS and it is hereby agreed that:
7.1 If the rents or any part thereof shall at any time be in arrear
and unpaid for fourteen days after the same shall have become due
(whether any legal or formal demand therefor shall have been made
or not) or if the Tenant shall at any time fail or neglect to
perform or observe any of the covenants conditions or agreements
herein contained and on its part to be observed or performed or if
the Tenant shall become bankrupt or have a receiving order made
against it or enter into any arrangement or composition for the
benefit of its creditors or grant a Bill of Sale on the effects in
the Premises or permit any execution to be levied on the Premises
or (being a Company) shall enter into liquidation whether
compulsory or voluntary (not being merely a voluntary liquidation
for the purpose of amalgamation or reconstruction) or passes a
resolution for winding up (save as aforesaid) or summons a meeting
of its creditors or any of them under Part I of the Insolvency Act
1986 or suffers a petition for an Administration Order in respect
of it to be filed in Court or suffers a receiver or administrative
receiver to be appointed then and in any such case it shall be
22
<PAGE> 32
lawful for the Landlord or any person or persons duly authorised
by it in that behalf to re-enter into or upon the Premises or any
part thereof in the name of the whole to and peaceably to hold and
enjoy the Premises henceforth as if this Lease had not been made
but without prejudice to any right of action or remedy of the
Landlord in respect of any antecedent breach of any of the
covenants by the Tenant hereinbefore contained
7.2 The Landlord shall have power at all times without obtaining any
consent from or making any compensation to the Tenant or to its
underlessees or tenants for the consequences thereof to deal as
the Landlord may think fit with any other parts of the Building
and/or with any of the Adjoining Property and to erect or suffer
to be erected on such other parts of the Building and/or Adjoining
Property any buildings whatsoever whether such buildings shall or
shall not affect or diminish the light or air which may now or at
any time or times during the Term be enjoyed by the Tenant or any
tenants or occupiers of the Premises or any part thereof
7.3 Subject to the provisions of Section 38(2) of the Landlord and
Tenant Act 1954 neither the Tenant nor any assignee or underlessee
shall be entitled on quitting the Premises to any compensation
under Section 37 of the said Act
7.4 If the Premises or any part thereof or any part of the Building or
the essential services or access thereto shall at any time be
destroyed or damaged by the insured risks or any of them so as to
render the Premises or any part thereof inaccessible or unfit for
occupation or use then and in such case (unless the relevant
policy or policies of insurance effected by the Landlord shall
have been vitiated or payment of the policy moneys refused in
whole or in part in consequence of some neglect or default on the
part of or suffered by the Tenant or its servants agents or
Licensees at the Premises) the Rent and Service Charge or a fair
and just proportion thereof according to the nature and extent of
the damage sustained and (if the Building is totally destroyed)
the insurance rent shall be suspended and cease to be payable
until the Premises shall again be rendered accessible or fit for
occupation and use or until the expiration of three years from the
date of the happening of such
23
<PAGE> 33
destruction or damage as aforesaid (whichever period shall be the
shorter) and in the case of dispute as to the proportion or period
of such abatement the same shall be referred to arbitration
pursuant to the Arbitration Act 1996 or any statutory modification
or re-enactment thereof for the time being in force PROVIDED THAT
if after the expiry of the period of three years commencing on the
date of damage or destruction as aforesaid the Premises have not
again been rendered accessible or fit for occupation and use then
either the Landlord or the Tenant may at any time after the expiry
of such period but prior to the Premises becoming again accessible
and fit for occupation and use determine this Lease by giving
written notice to that effect to the other and upon service of
such a valid and proper notice this Lease shall absolutely
determine but without prejudice any rights and remedies that may
have accrued to either party against the other and all monies
received in respect of the Landlord's policy of insurance shall
belong to the Landlord
7.5 Where under the terms of this Lease the Tenant is obliged to pay
contribute defray or otherwise account for any sum (whether of a
specified amount or otherwise) and such sum is wholly or partly
attributable to the supply of such goods or services as are within
the charge to Value Added Tax the Tenant shall upon production of
a valid Value Added Tax invoice for the full amount addressed to
the Tenant bear and pay the cost of such Value Added Tax as is
chargeable in respect of such goods or services as aforesaid so
that the aforementioned sum or sums shall be deemed for all
purposes to be increased by the amount of such Value Added Tax
from time to time applying
7.6 No representation or warranty is given or made nor deemed to have
been given or made by the Landlord as to any matter under the
Planning Acts
7.7 The operation of Section 62 of the Law of Property Act is excluded
from this Lease and the only rights exerciseable by the Tenant are
those expressly set out herein
24
<PAGE> 34
8. GENERAL PROVISIONS
8.1. Having been authorised to do so by an Order of the Mayor's and
City of London Court made on June 13, 2000 under the
provisions of Section 38(4) of the Landlord and Tenant Act
1954 (as amended by Section 5 of the Law of Property Act 1969)
the parties agree that the provisions of Sections 24-28
(inclusive) of the Landlord and Tenant Act 1954 shall be
excluded in relation to the tenancy created by this Lease
8.2. Any notice required to be served on the Tenant shall be deemed
to have been duly sewed if left at or sent by recorded
delivery prepaid post to the Premises
8.3. The provisions of the fourth schedule shall have effect and
the Landlord and the Tenant covenant with each other to
observe and perform their respective obligations set out in
that schedule
8.4. The parties acknowledge this is a new lease for the purposes
of the Landlord and Tenant (Covenants) Act 1995
8.5. This Lease is enforceable by the parties to it and their
lawful assigns but any rights of any other person to enforce
this Lease pursuant to the Contracts (Rights of Third Parties)
Act 1999 are hereby excluded.
IN WITNESS whereof the parties hereto have executed this Lease as their Deed the
day and year first before written
25
<PAGE> 35
FIRST SCHEDULE
THE PREMISES
"The Premises" means that part of the Building referred to in the Particulars
shown for the purpose of identification only edged red on the plan annexed
hereto including:
1. The paint and paper and other decorative finishes applied to the
interior of the external walls of the Building and the plaster and
other finishes on the inner sides of those wails but not any other part
of the external wails.
2. The floor finishes so that the lower limit of the Premises includes
such finishes but does not extend to anything below them.
3. The ceiling finishes so that the upper limit of the Premises includes
such finishes but does not extend to anything above them.
4. The entirety of any non-load-bearing internal walls wholly within the
Premises.
5. One inner half severed medially of the internal non-load-bearing walls
dividing the Premises from other parts of the Building
6. The doors windows and window frames
7. All additions and improvements to the Premises
8. All the Landlord's fixtures and fittings and fixtures of every kind
which shall from time to time be in or upon the Premises whether
originally affixed or fastened to or upon the Premises or otherwise
except any such fixture installed by the Tenant that can be removed
from the Premises without defacing the same
9. Any pipes and other service media wholly in or on the Premises that
exclusively serve the Premises
26
<PAGE> 36
SECOND SCHEDULE
RIGHTS GRANTED
1. The right for the Tenant and all persons expressly or by implication
authorised by it (in common with the Landlord and all other persons
having a like right) to use the pedestrian ways forecourts entrance
halls landings lifts lift shafts staircases passages and other areas
which are from time to time during the Term provided by the Landlord
for common use and enjoyment by the tenants and the occupiers of the
Building and all persons expressly or by implication authorised by them
for all proper purposes in connection with the use and enjoyment of the
Premises.
2. The right for the Tenant and all persons expressly or by implication
authorised by it (in common with the Landlord and all other persons
having a like right) to use such toilets in the Building as shall be
designated from time to time in writing by the Landlord
3. The right to the free passage and running (subject to temporary
interruption for repair or alteration) of water sewage gas electricity
telephone and other services or supplies to and from the Premises in
and through the pipes wires and conduits that now serve the Premises
presently laid in on over or under other parts of the Building and (if
any) the Adjoining Property (in common with the Landlord and any other
persons having a like right)
4. The right of support shelter and protection for the benefit of the
Premises as is now enjoyed from all other parts of the building
5. The right to park two private motor vehicles within the curtilage of
the Building in such parking spaces as the Landlord may designate from
time to time
27
<PAGE> 37
THIRD SCHEDULE
RIGHTS RESERVED
1. The right to the free and uninterrupted passage and running of water
sewage gas electricity telephone and other services or supplies from
and to other parts of the Building or any Adjoining Property in or
through the pipes wires conduits and other service media which now are
or may during the Term be in on or over the Premises
2. The right to connect into construct and maintain in on under or over
the Premises at any time during the Term any pipes wires or conduits
for the benefit of any part of the Building or any Adjoining Property
3.
3.1. the right at any time during the Term at reasonable times and
upon reasonable notice except in cases of emergency to enter
or in cases of emergency to break into and enter the Premises:
3.1.1. to inspect cleanse connect to repair remove or
replace with others alter or execute any works
whatever to or in connection with the pipes wires
conduits easements or services referred to in
paragraph 1 and 2 of this schedule
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 carry out work or do anything whatever comprised
within the Landlord's obligations in this Lease
3.1.4. to take schedules or inventories of fixtures and
other items to be yielded up upon the expiry of the
Term
3.1.5. to exercise any of the rights granted to the Landlord
by this Lease
28
<PAGE> 38
PROVIDED THAT in the exercise of the foregoing rights the Landlord shall
cause the minimum inconvenience to the Tenant and promptly make good any
damage to the Premises thereby caused
4. The right for any reasonable period to erect scaffolding for the
purpose of inspecting repairing or cleaning the Building and Adjoining
Property notwithstanding such scaffolding may temporarily restrict the
access to or use and enjoyment of the Premises
5. 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 any parts of the Building or Adjoining Property
6. Full right and liberty at any time after the date of this Lease:
6.1. to alter raise the height of or rebuild the Building (and such
expression here excluding the Premises) or Adjoining Property
or
6.2. the right to carry out repairs to the common parts of the
Building or
6.3. to erect any other building or construction of any height in
such manner as the Landlord shall think fit 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
29
<PAGE> 39
FOURTH SCHEDULE
SERVICE CHARGE
PART A
DEFINITIONS
1. "Services" means the services facilities and amenities specified in
Part C of this schedule.
2. "Computing Date" means 31st March in every year of the Term or such
other date as the Landlord may from time to time nominate and
"Computing Date" shall be construed accordingly
3. "Financial Year" means the period:
3.1. from the commencement of the Term to and including the first
Computing Date
3.2. and subsequently between two consecutive Computing Dates and
"Financial Years" shall be construed accordingly
4. "Gross Annual Expenditure" means in relation to any Financial Year the
aggregate of:
4.1. all proper costs expenses and outgoings whatever properly
incurred by the Landlord during that Financial Year in or
incidental to providing all or any of the Services and any VAT
payable thereon
4.2. all proper costs incurred by the Landlord during that
Financial Year in relation to the matters specified in Part D
of this schedule ("Additional Items") and any VAT payable
thereon and
4.3. such sums (if any) as the Landlord shall (acting reasonably)
consider appropriate to charge in that Financial Year by way
of provision for
30
<PAGE> 40
anticipated expenditure in any future Financial Year in
respect of any of the Services or the Additional Items
But "Gross Annual Expenditure" shall not include any expenditure in
respect of the maintenance or repair of any part of the Building or
anything in the Building whose maintenance or repair is the exclusive
responsibility of the Tenant or any other tenant in the Building
5. "Annual Expenditure" means in relation to any Financial Year the Gross
Annual Expenditure for that Financial Year less the aggregate of:
5.1. (if in the Financial Year in question or in any previous
Financial Year the Landlord had incurred any costs or expenses
in or incidental to making good any loss or damage covered by
any policy of insurance maintained by the Landlord pursuant to
its obligations in this Lease) all (if any) amounts recovered
by the Landlord in the Financial Year in question pursuant to
such policy of insurance and
5.2. (if in the Financial Year in question or in any previous
Financial Year the Landlord has incurred any costs or expenses
in or incidental to providing any of the Services or in
relation to any of the Additional Items which are recoverable
(in whole or in part) from any person other than the Tenant or
any other tenant in the Building) all (if any) amounts
recovered by the Landlord in the Financial Year in question
from any such person
6. "Service Charge" means the Service Charge Percentage of the Annual
Expenditure for the relevant Financial Year
7. "Lettable Areas" means all parts of the Building not comprising any of
the common parts which from time to time are either occupied by a
tenant or tenants for business purposes or are so constructed or
adapted as to be capable of being so occupied
8. "Retained Parts" means all parts of the Building (including any common
pads) other than the Premises and the other Lettable Areas
31
<PAGE> 41
9. "Structure" means:
9.1. the entirety of the roofs and foundations of the Building
9.2. the entirety of all floors and ceilings of the Building (but
excluding the floor and ceiling finishes)
9.3. the entirety of all external walls of the Building (but
excluding the paint paper plaster and other finishes applied
to the internal faces of such walls)
9.4. the entirety of all load-bearing walls pillars and other
structures of the Building (but excluding the paint paper
plaster and other decorative finishes applied to the faces of
such walls pillars and other structures) and
9.5. all other parts of the structure of the Building not referred
to in the preceding paragraphs 9.1 to 9.4
10. "Plant" means all apparatus plant machinery and equipment within the
Building from time to time including (without prejudice to the
generality of the above) lifts lift shafts stand by generators and
boilers and items relating to mechanical ventilation heating cooling
public address and closed circuit television systems
PART B
PERFORMANCE OF THE SERVICES AND PAYMENT OF THE SERVICE CHARGE
The Landlord shall perform the Services throughout the Term provided that the
Landlord shall not be liable to the Tenant in respect of:
11. any temporary 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
shortage of fuel materials water or labour or any other cause beyond
the Landlord's control PROVIDED THAT any such services shall be resumed
as soon as reasonably practicable or
32
<PAGE> 42
12. any act omission or negligence of any porter attendant or other person
undertaking the Services or any of them on behalf of the Landlord
except where there has been neglect on the part of the Landlord or
where covered by any insurance policy maintained by the Landlord
13.
13.1. the Landlord shall as soon as possible after each Computing
Date prepare an account showing the Gross Annual Expenditure
for the Financial Year ending on that Computing Date and
containing a fair summary of the expenditure referred to in it
broken down into categories by reference to Part C and upon
such account being certified by the Landlord's properly
qualified Accountant as having been accurately prepared in
accordance with this Schedule it shall be conclusive evidence
for the purposes of this Lease of all matters of fact referred
to in the account except in the case of manifest error
13.2. the Tenant shall pay for the period from the date of this
Lease to the Computing Date next following the date of this
Lease the Initial Provisional Service Charge the first payment
thereof being a proportionate sum in respect of the period
from and including the date of this Lease to and including the
day before the next quarter day to be paid on the date of this
Lease the subsequent payments to be made in advance on the
relevant quarter days in respect of the relevant quarters
13.3. the Tenant shall pay for the next and each subsequent
Financial Year a provisional sum being a reasonable and proper
estimate by the Landlord's managing agent or the Surveyor
acting as an expert and not as an arbitrator of what the
Annual Expenditure is likely to be for that Financial Year by
four equal quarterly payments in advance on the usual quarter
days
13.4. if the Service Charge for any Financial Year shall:
13.4.1. exceed the provisional sum for that Financial Year
the excess shall be due to the Landlord within 14
days of demand or
33
<PAGE> 43
13.4.2. be less than such provisional sum the overpayment
shall be credited to the Tenant against the next
quarterly payment of the Service Charge or repaid to
the Tenant upon or prior to the end of the Term (as
the case may be)
14.
14.1. the Landlord may withhold add to extend vary or make any
alteration in the rendering of the Services or any of them
from time to time provided that the same complies with the
principles of good estate management and is reasonable in all
the circumstances having regard to the nature of the Building
14.2. 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 as a
result of which the Service Charge Percentage is no longer
reasonably appropriate to the Premises the Service Charge
Percentage shall be varied with effect from the Computing 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 manner as shall be
determined to be fair and reasonable in the light of the event
in question by the Surveyor (acting as expert and not as
arbitrator) except that nothing contained in the 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
PART C
THE SERVICES
15.
15.1. Maintaining and repairing rebuilding renewing and reinstating
the structure of the Building
34
<PAGE> 44
15.2. Maintaining and repairing the outer half severed medially of
all internal non-load bearing walls dividing the Premises from
other parts of the Building which are not the exclusive
responsibility of any other tenant in the Building
15.3. Maintaining repairing amending altering rebuilding renewing
and reinstating and where appropriate treating washing down
painting and decorating the Retained Parts including the
entirety of all walls floors and ceilings surrounding and all
doors and windows and door and window frames in the Retained
Parts (but excluding any such items or parts of them the
maintenance of which is the exclusive responsibility of the
Tenant or any other tenant in the Building
16. Providing a lift service within the Building by the operation of the
lifts now installed in the Building or by such substituted lifts as the
Landlord acting reasonably may from time to time decide to install
17. Maintaining an adequate supply of hot and cold water in the toilet
accommodation in the Retained Parts
18. Supplying adequate central heating to the Premises and the common parts
of the Building
19. Inspecting servicing maintaining repairing amending overhauling
replacing and insuring (save insofar as insured under other provisions
of this Lease) all plant and machinery including the lift or lifts
which serve the Building (but excluding any items or parts of any items
of such plant or apparatus whose maintenance is the exclusive
responsibility of the Tenant) and all other plant or apparatus (but
excluding any items or parts of any items of such other plant and
apparatus whose maintenance is the exclusive responsibility of any
other tenant in the Building)
20. Maintaining repairing cleansing emptying draining and amending and
renewing all pipes wires service media and conduits in on under or over
the Building (but excluding any pipes wires or conduits or parts of
them whose maintenance is the exclusive responsibility of any other
tenant in the Building)
35
<PAGE> 45
21. Installing maintaining and renewing any fire alarm fire prevention and
fire lighting equipment and sprinklers and ancillary apparatus in the
Retained Parts
22. Supplying providing purchasing maintaining renewing and replacing
repairing servicing overhauling and keeping in good and serviceable order
and condition all appurtenances fixtures fittings tools appliances
materials equipment and other things which the Landlord acting reasonably
may deem desirable or necessary for the maintenance appearance upkeep
security or cleanliness of the Building or any part of it
23. (At the Landlord's discretion) cleaning as frequently as reasonably
necessary the exterior of all windows and window frames in the Building
including those that form part of the Premises and other premises let to
individual tenants
24. Any other services relating to the Building or any part of it provided by
the Landlord and not expressly mentioned herein
PART D
THE ADDITIONAL ITEMS
25. Any sum expended by the Landlord for insurance against public liability
and for the plate glass in the Building in such sums as the Landlord shall
in its absolute discretion think fit
26. The cost of employing (whether by the Landlord a Group Company the
managing agents or any other individual firm or company) such staff or
attendant as the Landlord may reasonably deem necessary for the
performance of the Services and/or for the provision of a car parking
attendant to supervise and control the parking of motor vehicles at the
Building (if any) and the other functions and duties referred to in this
part of the Schedule and all other incidental expenditure in relation to
such employment
27. The cost of the supply of electricity gas oil or other fuel for the
provision of the Services and for all purposes in connection with the
Retained Parts
36
<PAGE> 46
28. The amount which the Landlord shall be called upon to pay as a
contribution towards the expense of making repairing maintaining
rebuilding and cleansing any ways roads pavements party walls fence or
party structures pipes service media wires or conduits or anything which
may belong to or be used for the Building or any part of it exclusively or
in common with other neighbouring or adjoining premises
29. The proper fees and disbursements (and any VAT payable on them) of:
29.1 the Surveyor and the Landlord's Accountant and any other individual
firm or company employed or retained by the Landlord for (or in
connection with) such surveying or accounting functions or the
management of the Building
29.2 the Landlord's managing agent (whether or not the Surveyor) for or in
connection with the performance of the Services and any other duties
relating to the general management administration security
maintenance protection and cleanliness of the Building amounting to
10% of the Gross Annual Expenditure
29.3 the reasonable and proper fees of the Landlord or a Group Company for
any of the Services or the other functions and duties referred to in
paragraph 29.1 above that shall be undertaken by the Landlord or a
Group Company and not by a third party
30. Any sum or turns assessed on the Landlord for non domestic rates and water
rates in connection with the Retained Parts or the common parts of the
Building (if levied upon the Landlord)
37
<PAGE> 47
FIFTH SCHEDULE
ADDITIONAL COVENANTS
1.
1.1 not to cause the common parts of the Building to become untidy or
dirty but at all times to keep the same free from deposits of
materials and refuse
1.2 not to obstruct the common parts of the Building nor impede the use
and enjoyment of the same by others
1.3 to clean both sides of the doors of the Premises as often as is
reasonably necessary
2. Not to bring or permit to remain upon the Premises any safe machinery goods
or other articles which shall or may strain or damage the Premises or any
part of them
3.
3.1 not to permit any vehicles belonging to the Tenant or any persons
calling on the Premises expressly or by implication with the
authority of the Tenant to stand on any service road or any part of
the Building or the curtilage thereto or the loading bays (if any)
and to use all reasonable endeavours to ensure that such persons
calling on the Premises do not permit any vehicle to stand on any
such road or part of the Building or curtilage or loading bay
3.2 not to convey any goods or materials to or from the Premises except
through the entrances and service areas provided for the purpose
3.3 to use any parking space from time to time designated by the Landlord
for the Tenant's use for the parking of one private motor vehicle and
to keep the same clean and tidy
4.
38
<PAGE> 48
4.1 To permit the duly authorized employees and agents of the Landlord to
enter the Premises upon reasonable notice for the purpose of
servicing and maintaining the intruder and fire alarm systems in the
Building
4.2 To permit the duly authorized employees and agents of the Landlord to
have such access to the Premises as may be required in the event of
an intruder alarm call or a fire alarm call
4.3 To maintain repair and when necessary renew the intruder and fire
alarm and ancillary equipment installed in the Premises
4.4 Not to make any connection to such systems without the prior written
consent of the Landlord
5. Not to do anything which interferes with the heating cooling or ventilation
of the common parts of the Building or which imposes an additional load on
the heating cooling or ventilation plant and equipment
6. To comply with all reasonable regulations made by the Landlord from time to
time for the management of the Building
EXECUTED (but not delivered until the )
date herein inserted by the affixing )
of the Common Seal of NORTHBURGH HOUSE )
LIMITED in the presence of:- )
Director /s/ Monica Perkat-Sheinman
Director/Secretary /s/ Cheryl Pack
EXECUTED as a deed for )
SCREAMING MEDIA.COM )
LIMITED acting by )
Director Bristows, duly
authorized for and on
behalf of the Tenant
Director/Secretary
39
<PAGE> 49
DATED June 13, 2000
(1) NORTHBURGH HOUSE LIMITED
(2) SCREAMING MEDIA.COM LIMITED
--------------------------------------------
RENT DEPOSIT DEED
RELATING TO FOURTH FLOOR PREMISES
AT 33-41 DALLINGTON STREET, LONDON EC1
---------------------------------------------
Hardwick Stallards
Centurion House
37 Jewry Street
LONDON EC3N 2EX
DX 822 London/City
Tel No.: 020 7423 1000
Fax No.: 020 7481 3002
<PAGE> 50
THIS DEED is made the 13 day of June
Two thousand
BETWEEN
(1) NORTHBURGH HOUSE LIMITED of Russell Bedford House, 250 City Road, London
EC1 (Company No. 626019) ("the Landlord" which expression where the
context so admits shall include successors in title of the Landlord)
(2) SCREAMING MEDIA.COM LIMITED whose registered office is at 1 Canada
Square, Canary Wharf, London, E14 5DS (Company No. 3906397) ("the
Tenant")
NOW THIS DEED WITNESSETH as follows:
1. DEFINITIONS
In this Deed the following words and expressions shall have the
following meanings ascribed to them:-
"ACCOUNT" the bank account referred to in clause 2.2
"RENT" and
"TERM" shall have the meanings ascribed to them by
and in the Lease
"DEPOSITED SUM" the sum of ONE HUNDRED AND NINE TEEN
THOUSAND FIVE HUNDRED AND TWELVE POUNDS
(pound sterling l19,5l2.00) paid by the
Tenant to the Landlord and placed in an
interest bearing deposit account in the name
of the Landlord together with any other sums
paid into the said account pursuant to the
terms of this Deed and any interest credited
to the said account and which has not been
released to the Tenant
"LEASE" a lease of the Premises for a term of five
years at an initial annual rent of pound
sterling 203,425.00 of even date herewith
and made between the same parties as this
Deed
"PREMISES" the premises shortly known as Fourth Floor,
<PAGE> 51
33-41 Dallington Street, London EC1 and more
particularly described in and demised by the
Lease
"RELEVANT LIABILITY" any one or more of the following:
(i) any payment of an instalment of
Rent or other payment due under the
Lease to be paid by the Tenant to
the Land lord and which has not
been paid by the Tenant to the
Landlord within 21 days of the due
date of payment (and in the case of
the Rent whether or not demanded)
(ii) any other liquidated sum due from
the Tenant to the Landlord under
the Lease and which has not been
paid by the Tenant within 21 days
of writ ten demand
(iii) any loss or damage suffered by the
Landlord or any reasonable and
proper expenses properly incurred
by the Landlord as a result of any
failure by the Tenant to observe
and perform the covenants and
obligations on its part to be
observed and performed in the Lease
(iv) any loss or damage suffered by the
Landlord or any proper expenses
properly incurred by the Landlord
as a result of the determination of
the Lease before the expiration of
the Term by forfeiture or by the
disclaimer of any liquidator or
trustee in bankruptcy or otherwise
than by agreement
2. LANDLORD'S OBLIGATIONS
2.1 The Landlord agrees to act in connection with the Deposited Sum in
accordance with the provisions of this Deed
2.2 The Landlord shall place the Deposited Sum with its bankers in a
separate designated deposit account
<PAGE> 52
3. CHARGE
The Tenant with full title guarantee charges by way of first charge the
Deposited Sum to the Landlord as continuing security for payment and
discharge of any Relevant Liability from time to time existing until such
time as the Account shall be closed in accordance with clause 7
4. REMEDIES OF LANDLORD
The Tenant agrees that in addition to and without prejudice to any other
right which the Landlord may have under the Lease or otherwise the Landlord
may at any time provided it has first given to the Tenant 7 days' notice of
the alleged Relevant Liability and its intention to draw on the Account
withdraw from the Account and apply all or any of the Deposited Sum in or
towards satisfaction of any Relevant Liability from time to time existing
but without prejudice to the generality of the foregoing:
4.1 The Landlord shall not be obliged to accept any arrangements similar
to the arrangements specified in this Deed on any future
applications for its licence to any assignment of the Premises or
any part thereof
4.2 Payment of the Deposited Sum as aforesaid and the arrangements
constituted by this Deed shall not entitle the Tenant to withhold
the payment of Rent and any sums due under and the full compliance
with all the lessee's covenants and conditions contained in the
Lease
5. MAINTENANCE OF DEPOSITED SUM
The Tenant covenants with the Landlord that if the Landlord shall on any
occasion make any withdrawal from the Account in accordance with the terms
hereof then the Tenant will within 7 days of written demand pay to the
Landlord a sum equal to the amount which has been withdrawn from the
Account
6. INTEREST
Subject to the provisions of clause 4 hereof all interest and income earned
on the Deposited Sum shall belong to the Tenant and be credited to such
account and released to the Tenant twice yearly within 21 days of the
account having been credited subject also to:
<PAGE> 53
6.1 All deductions of tax and other deductions which the Landlord is by
law required to make
6.2 There being no Relevant Liability existing at the time
7. REPAYMENT OF DEPOSITED SUM
Subject to the provisions hereof and to the observance and performance by
the Tenant of all of the covenants on the part of the Tenant and the
conditions contained in the Lease and this Deed the Deposited Sum (together
with all interest accrued thereto and not previously paid to the Tenant)
shall be repaid to the Tenant upon the earlier of the occurrence of the
events mentioned in sub-paragraphs 7.1 and 7.2 below:-
7.1 The date upon which the Tenant shall assign the Lease with the
previous written consent of the Landlord to an assignee acceptable
to the Landlord in accordance with the provisions of the Lease in
that regard; or
7.2 The date upon which all of the following circumstances shall have
occurred:-
7.2.1 One month has passed following the expiry of the Term; and
7.2.2 The Landlord has been given vacant possession of the
Premises; and
7.2.3 The Landlord has confirmed in writing (such confirmation
not to be unreasonably withheld or delayed) that the
Landlord has no claim for material breach of any of the
terms of the Lease
8. PERFECTION OF SECURITY
The Tenant covenants with the Landlord that the Tenant shall execute any
document or take any action which the Landlord may properly require in
order to perfect the security referred to in this Deed.
9. AGREEMENTS
The Landlord and the Tenant agree that:-
<PAGE> 54
9.1 The liability of the Landlord and the Tenant pursuant to the Lease
from time to time shall not be limited by the provisions of this
Deed
9.2 The rights of the Landlord under this Deed are given without
limitation to the rights of the Landlord pursuant to the Lease
9.3 The proviso for re-entry contained in the Lease shall be
exerciseable as well upon any breach of any covenant or obligation
contained in this Deed as on the happening of any of the events
mentioned in the Lease
9.4 The Landlord shall be free to assign the benefit of this Deed at any
time to a transferee of the reversion of the Lease and on and with
effect from the date of completion of the disposal of the reversion:
9.4.1 The Landlord's rights under this Deed in respect of the
Deposited Sum shall enure for the benefit of the new
reversioner as soon as the new reversioner shall have
joined with the Landlord to deliver to the Tenant a deed
containing a covenant by the new reversioner with the
Tenant that the new reversioner is bound by the terms of
this Deed as if the new reversioner had sealed this Deed
as the Landlord; and
9.4.2 The Tenant releases the Landlord from all liability of
whatsoever nature in relation to or otherwise arising in
connection with the Deposited Sum and the provisions of
this Deed
9.5 The Tenant shall not be entitled to withhold any Rent or other
monies or refrain from discharging any of its obligations under the
Lease by reason of the existence of the Deposited Sum
9.6 The Deposited Sum shall not be treated as an advance payment of Rent
or any other sum payable under the Lease nor entitle the Tenant to
claim relief from forfeiture of the Lease
IN WITNESS whereof this Deed has been duly executed as a Deed by the parties
hereto the day and year first before written
EXECUTED (but not delivered )
until the date herein inserted) )
by the affixing of the Common )
Seal of NORTHBURGH HOUSE )
<PAGE> 55
LIMITED in the presence of:- )
Director /s/ Monica Perkat-Sheirman
Director/Secretary /s/Cheryl Pack
EXECUTED as a deed by )
SCREAMING MEDIA.COM LIMITED)
Acting by
Director /s/ Alan Ellman
Director/Secretary /s/ William P. Kelly