UK-Berkshire-Bracknell-High Street and The Ring Lease - The Norwich Union Life Insurance Society, Quintiles (UK) Ltd. and Quintiles Transnational Corp.
THIS LEASE made the twentieth of December, One thousand nine hundred and
ninety-six BETWEEN
(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is situate
at Surrey Street in the City of Norwich (hereinafter called "the Landlord")
(2) QUINTILES (UK) LIMITED whose registered office is at Indigo House 29 Bedford
Street London WC2E 9RT (hereinafter called "the Tenant")
(3) QUINTILES TRANSNATIONAL CORPORATION of PO Box 13979 Research Triangle Park
North Carolina 27708-3979 U.S.A. (hereinafter called "the Surety") WITNESSETH as
follows:-
1. DEFINITIONS
IN these presents except as otherwise provided or where the context
otherwise requires:-
1.1 "Base Rate" means the base lending rate of Barclays Bank plc or should
such rate cease to exist or be published in its present form such other
rate of interest as the parties shall agree is most closely comparable
to such rate and in default of agreement such rate as shall be
determined by a Chartered Accountant who shall act and be deemed to act
as an expert and shall be appointed in the absence of agreement between
the Landlord and the Tenant by the President for the time being of the
Institute of Chartered Accountants in England and Wales on the
application of either party
1.2 "the Building" means the development at the corner of High Street and
The Ring Bracknell in the County of Berkshire shown within the blue
edging on the plan numbered 1 attached hereto
1.3 "the Car Park" means the underground car park forming part of the
Building
1.4 "the Common Parts" means all parts of the Building the occupation or
control of which shall be retained by the Landlord or which are from
time to time designated by the Landlord for common use and not intended
to be let or demised and shall include without prejudice to the
generality of the foregoing all of the following which may from time to
time be comprised in or appurtenant to
1
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Tenant's own risk and it will reimburse the Landlord with any additional
expense incurred in the provision of services or any increased
insurance premium payable
8. The Tenant will advise the Landlord immediately should any of the said
keys be lost or misplaced and if such keys shall be lost or misplaced
and the Landlord considers it necessary to change the locks to the doors
of the Building then the cost incurred will be borne by the Tenant
9. On the expiration or sooner determination of this Lease for any reason
whatsoever or in the case of any assignment or underletting of the
Demised Premises the keys are to be returned forthwith to the Landlord
10. The Tenant will observe all requirements communicated to it on the
Landlord's behalf and comply with any reasonable regulations that the
Landlord may from time to time impose in connection with the use of the
Building outside the specified hours
EXECUTED AS A DEED (but not )
delivered until the date inserted )
above) and the COMMON SEAL ) [SEAL]
of THE NORWICH UNION LIFE )
INSURANCE SOCIETY affixed in )
the presence of:- )
Authorised Signatory
Assistant Secretary
<PAGE> 3
[QUINTILES LETTERHEAD]
This is hereby certified to be a true copy of the original
Signed /s/ Medaphis
Dated 20/12/96
20 December 1996
Dear Sirs,
THIRD FLOOR RINGSIDE 79 HIGH STREET BRACKNELL BERKSHIRE
This letter is supplemental to a Lease of even date herewith and made between
the Norwich Union Life Insurance Society (1) Quintiles (UK) Limited (2) and
Quintiles Transnational Corporation (3) ("the Lease").
In consideration of your today completing the Lease we hereby covenant to notify
you immediately upon the occurrence at any time while the Lease is vested in us
of either of the following events and to indemnify you against any reasonable
and proper costs incurred by you as a consequence of our failure to do so:
ceasing to be a taxable person for the
1. Our ceasing to be a taxable person for the purposes of Value Added Tax.
2. The rate at which we are able to recover Value Added Tax (in respect of
supplies made from the above named premises or generally) altering such
as to permit or prevent (as the case may be) any election made or which
might be made by you under paragraph 2 of Schedule 10 of the Value Added
Tax Act 1995 applying to the grant of the Lease or to the supplies made
to us under the Lease.
Yours faithfully,
/s/
-------------------------------
SIGNED FOR AND on BEHALF
QUINTILES (UK) LIMITED
<PAGE> 4
DATED 20TH DECEMBER 1996
------------------------
THE NORWICH UNION LIFE
INSURANCE SOCIETY
TO
QUINTILES (UK) LIMITED
LEASE
Of
Office Premises on third floor of
"Ringside" 79 High Street
Bracknell Berkshire
[NORWICH UNION LOGO]
Property Legal
Surrey Street
Norwich
<PAGE> 5
DATED 1996
------------------------
THE NORWICH UNION LIFE
INSURANCE SOCIETY
TO
QUINTILES (UK) LIMITED
COUNTERPART/
LEASE
Of
Office Premises on third floor of
"Ringside" 79 High Street
Bracknell Berkshire
[NORWICH UNION LOGO]
Property Legal
Surrey Street
Norwich
<PAGE> 6
THIS LEASE made the day of One thousand nine hundred and
ninety-six BETWEEN
(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is situate
at Surrey Street in the City of Norwich (hereinafter called "the Landlord")
(2) QUINTILES (UK) LIMITED whose registered office is at Indigo House 29 Bedford
Street London WC2E 9RT (hereinafter called "the Tenant")
(3) QUINTILES TRANSNATIONAL CORPORATION of PO Box 13979 Research Triamgle Park
North Carolina 27708-3979 U.S.A. (hereinafter called "the Surety") WITNESSETH as
follows:-
1. DEFINITIONS
IN these presents except as otherwise provided or where the context
otherwise requires:-
1.1 "Base Rate" means the base lending rate of Barclays Bank plc or
should such rate cease to exist or be published in its present
form such other rate of interest as the parties shall agree is
most closely comparable to such rate and in default of agreement
such rate as shall be determined by a Chartered Accountant who
shall act and be deemed to act as an expert and shall be
appointed in the absence of agreement between the Landlord and
the Tenant by the President for the time being of the Institute
of Chartered Accountants in England and Wales on the application
of either party
1.2 "the Building" means the development at the comer of High Street
and The Ring Bracknell in the County of Berkshire shown within
the blue edging on the plan numbered 1 attached hereto
1.3 "the Car Park" means the underground-car park forming part of
the Building
1.4 "the Common Parts" means all parts of the Building the
occupation or control of which shall be retained by the Landlord
or which are from time to time designated by the Landlord for
common use and not intended to be let or demised and shall
include without prejudice to the generality of the foregoing all
of the following which may from time to time be comprised in or
appurtenant to
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the Building namely the Common Service Media (but excluding the
Tenants Service Media) party and perimeter walls all doors
within and on the boundaries of the Building landscaped areas
loading and unloading facilities entrance ways halls corridors,
passages stairways lifts fire escape ways access roads ramps
sign and notice boards toilet facilities air conditioning
ventilation heating and cooling plant and machinery fire
precaution and alarm system sprinklers
1.5 "the Common Service Media" means the common water courses water
supply pipes waste water pipes sewer pipes drains sewers gutters
downpipes sprinkler systems gas pipes fuel pipes oil pipes
electricity cables telephone cables ducts conduits flues wires
and all other common conducting media plant equipment meters and
apparatus which now are or may during the period of eighty years
from the date hereof be in upon through under or over the
Building for the provision or supply of services serving the
Building or any part thereof and where applicable serving in
common any adjoining or adjacent building or premises
1.6 "the Demised Premises" means ALL THOSE premises shown edged red
on the plan numbered 2 annexed hereto which premises include
1.6.1 the internal surfaces and finishes of the walls and
columns therein bounding the Demised Premises
1.6.2 the floor finishes down to but excluding the structural
slab
1.6.3 the ceiling finishes up to and excluding the underside
of the structural slab but including any light fittings
grilles and false ceilings
1.6.4 all internal faces of the window frames window
furniture doors door frames and door furniture
1.6.5 the entirety of all non-structural or non-load-bearing
walls and columns situate entirely within the Demised
Premises
1.6.6 all Landlord's fixtures and fittings plant machinery
apparatus and equipment (if any) now or at any time in
or upon the Demised Premises
1.6.7 all additions alterations and improvements made thereto
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<PAGE> 8
1.6.8 the Tenants Service Media but excludes (for the
avoidance of doubt)
1.6.9 all structural columns slabs walls and members
(including the facade of the Building) the Common
Service Media and any service media exclusively serving
other premises and any fire precaution and alarm systems
1.7 "the Insured Risks" means the risks of fire explosion riot civil
commotion malicious damage aircraft and other aerial devices and
articles dropped therefrom and such additional risks as may from
time to time be reasonably required by the Landlord
1.8 "the Landlord" means the person in whom the reversion for the
time being immediately expectant on the determination of the
Term is vested
1.9 "the Office Block" means the office block known as "Ringside" 79
High Street Bracknell forming part of the Building
1.10 "the Planning Acts" means the Town & Country Planning Act 1990
and any subsequent legislation of a similar nature and any
Statutory Instrument Order or Direction made or issued pursuant
thereto
1.11 "the Tenant" includes the successors in title of the Tenant and
where more than one person is party hereto as tenant includes
all or either or any of such persons and their liability in
respect of the obligations on the part of the Tenant contained
or implied herein shall be joint and several
1.12 "the Tenants Service Media" means all drains pipes flues wires
cables meters gutters and sewers and all other conducting media
plant equipment and apparatus exclusively serving the Demised
Premises (whether the same are within the Demised Premises or
any adjoining or adjacent premises owned by the Landlord) save
those of statutory undertakers
1.13 "the Term" means the term hereby created and includes any
statutory continuation or extension thereof
3
<PAGE> 9
1.14 Any references to a specific statute include any statutory
extension or modification amendment or re-enactment of such
statute and any general reference to "statute" or "statutes"
includes any regulations or orders made under such statute or
statutes
2. DEMISE
THE Landlord HEREBY DEMISES unto the Tenant ALL THOSE the Demised
Premises TOGETHER with the rights set out in the First Schedule hereto
EXCEPT AND RESERVING unto the Landlord and all other persons entitled
thereto the matters set out in the Second Schedule hereto TO HOLD unto
the Tenant for the term from the Twenty-fifth day of December One
thousand nine hundred and ninety-six until the Thirtieth day of November
Two thousand and eight (determinable as hereinafter provided) YIELDING
AND PAYING therefor the principal yearly rent of ONE HUNDRED AND FORTY
TWO THOUSAND FIVE HUNDRED POUNDS (Pounds 142,500) (capable of increase
as provided in the Third Schedule hereto) and the additional yearly rent
payable in accordance with the Fourth Schedule hereto such rents clear
of all deductions to be paid by equal quarterly payments in advance on
the usual quarter days in every year the first of such payments of the
principal rent to be made on the Twenty-fifth day of December One
thousand nine hundred and ninety-six and to be in respect of the period
from the said Twenty-fifth day of December One thousand nine hundred and
ninety-six to the next following quarter day
3. TENANT'S COVENANTS
THE Tenant hereby covenants with the Landlord as follows:-
3.1 Rent
To pay the said rent or rents at the times and in the manner
aforesaid without any deductions
3.2 Rates and outgoings
3.2.1 To pay and discharge all existing and future rates taxes
duties charges assessments and outgoings payable in
respect of the Demised Premises whether by the owner or
occupier and also all charges for water
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<PAGE> 10
electricity and gas used on the Demised Premises and in
case any rate tax duty charge assessment or outgoing
shall be assessed charged imposed upon or payable in
respect of the Demised Premises jointly with other
premises or the water electricity or gas shall be
metered jointly with that used on other premises or any
rate or charge for water shall be assessed on or payable
in respect of the Building or any lavatories or
water-closets therein used by the Tenant in common with
others to pay to the Landlord on demand a fair
proportion to be settled in case of difference by the
Landlord's surveyor acting reasonably (except such as
are payable on a disposal of any interest in reversion
to this Lease)
3.2.2 As soon as the same shall come to the notice of the
Tenant the Tenant shall notify the Landlord of any
actual or proposed change in the details of or reference
to the Demised Premises (or any part thereof or any
hereditament of which the Demised Premises form part) in
the local non-domestic rating list and of any material
change in circumstances by reference to which any such
change has been is being or might be proposed
3.2.3 The Tenant shall not make in relation to the local
non-domestic rating list any proposal concerning the
listing of the Demised Premises (or any part thereof or
any hereditament of which the Demised Premises form
part) without first having written details of such
proposal to the Landlord
3.3 Costs of Notices
3.3.1 To pay all reasonable costs charges and expenses
(including solicitors' costs and disbursements and
surveyors' fees) properly incurred by the Landlord
3.3.1.1 for the purpose of incidental to or in
contemplation of the preparation and service of
a notice whether under Section 146
5
<PAGE> 11
of the Law of Property Act 1925 and/or Section
147 of that Act or pursuant to the provisions
hereof requiring the Tenant to remedy a breach
of any of the Tenant's covenants herein
contained (and including the costs (where
appropriate) of the preparation and service of a
schedule of dilapidations whether before or
after the expiration of the Term)
notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court
and
3.3.1.2 in the recovery or attempted recovery of arrears
of rent or other sums due from the Tenant
whether by distress levied upon the Tenants
goods in the Demised Premises or otherwise
3.3.1.3 in respect of any action reasonably taken by or
on behalf of the Landlord in order to prevent or
procure the remedying of any breach or
non-observance or non-performance of any of the
covenants conditions or agreements herein
contained and on the part of the Tenant to be
observed and performed
3.3.2 to pay all reasonable costs and expenses (including
solicitors costs and disbursements and surveyors' fees)
properly incurred by the Landlord in considering and (if
such be the case) granting consent licence or approval
to any request or application for the Landlord's consent
licence or approval to any matter in respect of which
the Tenant seeks such consent licence or approval
hereunder whether or not the request or application is
withdrawn or refused or preferred subject to any lawful
qualification or condition
3.4 Signboard
To pay within 21 days of demand to the Landlord the cost
incurred by the Landlord in writing in the general style adopted
by the Landlord for the Office Block the name of the Tenant and
the situation of the Demised Premises on such
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<PAGE> 12
name board and in such other situations within the Office Block
as the Tenant shall desire and the Landlord shall approve
3.5 Entry by Landlord
To permit the Landlord its agents and employees and all persons
authorised by the Landlord with or without workmen and equipment
to enter the Demised Premises at all reasonable times by
appointment except in the event of emergency and then at any
time -
3.5.1 to take inventories of the Landlord's fixtures therein
or
3.5.2 to view the state of repair and condition of the Demised
Premises
3.5.3 to inspect repair maintain decorate clean improve or
alter any adjoining or adjacent property and any areas
structures or things (if any) the maintenance of which
is the responsibility of the Landlord hereunder but only
to the extent that this cannot be done without entering
the Demised Premises
3.5.4 to enable the Landlord to comply with its covenants
hereunder or
3.5.5 to prepare a Schedule of dilapidations or
3.5.6 to exercise the rights excepted and reserved hereunder
or
3.5.7 to ascertain that the covenants and conditions of this
Lease have been observed and performed
PROVIDED THAT the Landlord shall make good as soon as reasonably
practicable any damage done to the Demised Premises and shall
cause as little interruption to the Tenant's business as
reasonably possible but the Tenant shall not be entitled to
compensation for any inconvenience occasioned by such entry
3.6 Repair
To keep the Demised Premises (including without prejudice in any
way to the foregoing words all doors window furniture window
stays the inner sills to windows inner framing and glazing beads
and whole of any secondary double glazing units floors ceilings
and plaster and other finishes to walls pipes and electrical and
gas installations from the points where the supplies enter the
7
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meters serving the demised premises) in good and tenantable
repair and condition (damage by any of the Insured Risks
excepted and the Tenant need not remedy but the Landlord will
remedy at its own expense any defect in design or construction
revealed by the 30th November 1998) and in such repair and
condition (except as aforesaid) to yield up the same at the
expiration or sooner determination of the Term
AND in particular to clean treat repair or maintain in
accordance with the manufacturers requirements (such
requirements to be notified to the Tenant in writing by the
Landlord) any part of the Demised Premises specified in writing
by the Landlord and to indemnify and keep indemnified the
Landlord against the consequences of failure so to do including
(without limitation) the consequences of invalidating any
guarantee or warranty given by the manufacturer or supplier of
any such part
3.7 Repairs after notice
Within 21 days or sooner if requisite and possible after receipt
of written notice requiring the Tenant so to do to commence and
diligently to proceed to repair such defects and wants of
reparation as shall be specified in such notice and for which
the Tenant is liable hereunder And if the Tenant shall fail so
to do it shall be lawful for the Landlord and its workmen to
enter the Demised Premises with all necessary equipment to carry
out such repairs and all expenses incurred thereby shall be paid
by the Tenant to the Landlord forthwith on demand as liquidated
damages and the Tenant shall keep the Landlord indemnified
against all costs claims actions or demands that may arise from
the existence or remedying of any such defects or wants of
reparation or the exercise of (or entitlement to exercise) the
right of entry hereby reserved including without prejudice to
the generality of the foregoing any liability arising under
Section 4 of the Defective Premises Act 1972
8
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3.8 Defects etc
Upon any defect or want of repair for which the Landlord is
responsible pursuant to Clause 4.1 hereof coming to the notice
of the Tenant forthwith to give written notice thereof to the
Landlord
3.9 Statutory Works
To do and execute or cause to be done or executed all such works
and things as under or by virtue of any enactment or statutory
instrument or any notice order or direction given or made
pursuant thereto for the time being in force are or shall be
directed or necessary to be done or executed upon or in respect
of the Demised Premises or any part thereof whether by owner or
occupier landlord or tenant and not to do suffer or omit
anything in contravention thereof and at all times to keep the
Landlord indemnified against all claims demands and liability in
respect thereof
3.10 Observe rules and regulations
To abide by and observe all reasonable and proper general rules
and regulations for the conduct of the tenants of the Building
laid down by the Landlord from time to time and notified in
writing to the Tenant a copy of those (if any) in force at the
date hereof being annexed hereto
3.11 Decoration
Once in every five years of the Term and in any event
immediately before giving up possession of the Demised Premises
to paint with two coats of good quality paint paper emulsion
grain varnish or otherwise treat to the reasonable satisfaction
in each case in all respects of the Landlord's surveyor (and
where appropriate in accordance with the manufacturers
requirements) such parts of the interior of the Demised Premises
as have been previously or usually or which ought to be so
treated
3.12 Cleaning
To keep the interior of the Demised Premises properly cleaned
and to clean the windows of the Demised Premises both inside and
out at least once every month
9
<PAGE> 15
3.13 Planning
3.13.1 To comply in all respects with the provisions and
requirements of the Planning Acts and of all consents
permissions and conditions (if any) granted or imposed
or having effect thereunder so far as the same
respectively relate to or affect the Demised Premises or
any part thereof or any operations works acts or things
already or hereafter to be carried out executed done or
omitted thereon or the use thereof for any purpose
3.13.2 So often as occasion shall require at the expense in all
respects of the Tenant to obtain all such consents and
permissions (if any) as may be required for the carrying
out of any operations on the Demised Premises or the
institution or continuance thereon of any use thereof
which may constitute development within the meaning of
the Planning Acts but so that no application for
planning permission shall be made without the previous
written consent of the Landlord which consent shall not
be unreasonably withheld or delayed
3.13.3 To pay and satisfy any charge that may hereafter be
imposed under the Planning Acts in respect of the
carrying out or maintenance of any such operations or
the institution or continuance of any such use as
aforesaid
3.13.4 Notwithstanding any consent which may be granted by the
Landlord under this Lease not to carry out or make any
alteration or addition to the Demised Premises or any
change of use thereof (being an alteration or addition
or change of use which is prohibited by or for which the
Landlord's consent is required to be obtained under this
Lease and for which a planning permission needs to be
obtained) before a planning permission therefor has been
produced to the Landlord and acknowledged by it in
writing as satisfactory to it But so that the Landlord
may refuse so to express its satisfaction with any such
planning permission on the ground that the period
thereof or any condition contained therein or anything
omitted therefrom in the
10
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reasonable opinion of its surveyor would be or be likely
to be prejudicial to its interest in the Demised
Premises whether during the Term or follow the
determination or expiration thereof
3.13.5 Unless the Landlord shall otherwise direct to carry out
and complete before the expiration or sooner
determination of the Term any works stipulated to be
carried out to the Demised Premises by a date subsequent
to such expiration or sooner determination as a
condition of any planning permission granted for any
development begun before such expiration or sooner
determination
3.13.6 If and when called upon so to do to produce to the
Landlord or its surveyor all such plans documents and
other evidence as the Landlord may reasonably require in
order to satisfy itself that the provisions of this
covenant have been complied with in all respects
3.14 Letting and sale notices
Where the Tenant has lost or is not pursuing its rights to renew
this Lease under the terms of the Landlord and Tenant Act 1954
or otherwise or where the Landlord has indicated that it will
oppose any such renewal to permit the Landlord or its agent at
any time during the Term to put up boards or notices at or on
the Demised Premises advertising that the Landlord's interest in
the Building is for sale and during the last three months before
the expiration or sooner determination of the Term to put up
boards or notices at or on the Demised Premises stating that the
Demised Premises are to let which boards or notices shall not
unreasonably obstruct any light or air to the Demised Premises
and shall not be interfered with by the Tenant and to admit
prospective purchasers or tenants who have written authority
from the Landlord to view the Demised Premises during ordinary
business hours causing as little interruption to the Tenant's
business as reasonably possible
11
<PAGE> 17
3.15 Notices
Within seven days of the service thereof to give full
particulars to the Landlord of any notice order or proposal
therefor relating to or affecting the Demised Premises given
made or issued by any competent authority and without delay to
comply with the same PROVIDED that if the Landlord so requires
in writing the Tenant will join with the Landlord in objecting
to or contesting the same
3.16 Telecommunications Act 1984
Without prejudice to any other provisions of this Lease to give
notice to the Landlord of any rights to be granted by the Tenant
pursuant to the Telecommunications Act 1984 and full details of
any works to be carried out prior to or as a result of the grant
of such rights and (unless such rights or works shall have been
approved by the Landlord under any other provision of this
Lease) to withhold any agreement in writing by the Tenant to
such rights or works for so long as it shall be competent to the
Tenant so to do or for so long as shall be necessary to afford
the Landlord a reasonable opportunity to make representations to
the operator (as in the said Act defined) concerning any aspect
of the rights or works which may affect the Landlord or any
other tenant of the Landlord (whichever period shall be the
shorter)
3.17 Alterations
Not to make or suffer to be made any alterations in the
construction or arrangement of the Demised Premises or the
external appearance thereof or to cut maim or injure or permit
or suffer to be cut maimed or injured any of the walls columns
or structural members of the Demised Premises and in the event
of non-observance to remove any such alterations and make good
and restore the Demised Premises to their former state within
twenty-one days of the Landlord giving written notice to the
Tenant so to do PROVIDED THAT if the Tenant shall so fail to do
it shall be lawful for the Landlord and its workmen to enter the
Demised Premises with or without all necessary equipment to so
remove such alterations make good and so restore the Demised
Premises and all
12
<PAGE> 18
expenses incurred or sustained thereby shall be paid by the
Tenant to the Landlord on demand as liquidated damages and the
Tenant shall keep the Landlord indemnified against all costs
claims actions or demands that may arise from the existence of
such alterations or such removal making good and restoration and
the exercise of the right of entry hereby reserved PROVIDED THAT
(subject always to Clause 3.31 hereof) this prohibition shall
not prevent the Tenant from erecting or altering internal
non-structural partitioning with the previous consent in writing
of the Landlord (which consent shall not be unreasonably
withheld or delayed)
3.18 User
Not to use or suffer the use of the Demised Premises as a
betting office or as offices in connection with any public or
social service dealing with the payment of benefits to the
public nor otherwise than as high class offices
3.19 Alienation
3.19.1 Not to assign underlet or charge part only of the
Demised Premises
3.19.2 Not to assign the whole of the Demised Premises without
the prior written consent of the Landlord (such consent
not to be unreasonably withheld and which shall if the
Landlord requires take the form of a formal licence
under hand) provided that the Landlord shall be
entitled:-
3.19.2.1 to withhold its consent in any of the
circumstances set out in clause 3.19.4
3.19.2.2 to impose all or any of the matters set out in
clause 3.19.5 as a condition of its consent
3.19.3 The provisos to clause 3.19.2 shall operate without
prejudice to the right of the Landlord to withhold such
consent on any other ground or grounds where such
withholding of consent is reasonable or to impose any
further condition or conditions upon the grant of
consent where the imposition of such condition or
conditions is reasonable
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3.19.4 The circumstances referred to in clause 3.19.2 are as
follows:-
3.19.4.1 where the assignee is an associated company of
the Tenant unless that associated company is of
no lesser financial strength than the Tenant at
the date of the application for consent to
assign
3.19.4.2 where in the reasonable opinion of the Landlord
it has not been satisfactorily demonstrated
that the proposed assignee is able and likely
to perform and observe and will be able and
likely to perform and observe the tenant's
covenants and obligations under this Lease and
any deed which has then been entered into
supplemental or pursuant to this Lease
3.19.4.3 Where the proposed assignee enjoys diplomatic
or state immunity
3.19.4.4 Where the assets of the proposed assignee upon
which any reasonable assessment of financial
strength is based are not in the United Kingdom
or some other jurisdiction with which there is
subsisting with the United Kingdom a system of
reciprocal enforcement of judgements
3.19.5. The conditions refrred to in clause 3.19.2 are as
follows:-
3.19.5.1 the execution and delivery to the Landlord
prior to or contemporaneously with the
assignment in question of a deed of guarantee
in the form set out in the Fifth Schedule
hereto (being an authorised guarantee
agreement within Section 16 of the Landlord
and Tenant (Covenants) Act 1995)
3.19.5.2 the payment to the Landlord of all rents and
other sums which have fallen or which fall due
under this Lease prior to the date of the
assignment
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3.19.6 Not to underlet hold in trust part with or share
possession or occupation of the Demised Premises or any
part thereof except to the extent permitted under this
clause
3.19.7 Not to underlet the Demised Premises as a whole unless
each of the following conditions is fulfilled:-
3.19.7.1 the Tenant obtains the prior written consent of
the Landlord (such consent not to be
unreasonably withheld)
3.19.7.2 the intended undertenant enters into a covenant
by deed with the Landlord to observe and
perform all the covenants herein contained and
on the Tenant's part to be observed and
performed (except the covenant to pay the rent
reserved by this Lease)
3.19.7.3 the intended Underlease:-
3.19.7.3.1 is granted without any fine or
premium and at the open market
rental value at the time of the
grant of the underlease
3.19.7.3.2 contains provisions for the upwards
only review of the rent reserved by
such underlease on the same terms
and occurring at least as frequently
as under this Lease
3.19.7.3.3 contains covenants conditions and
provisions no less onerous than
those imposed on the Tenant by or
pursuant to this Lease (except the
covenant to pay the rent reserved by
this Lease)
3.19.7.3.4 contains a covenant by the
undertenant with the Tenant not to
assign charge underlet hold in trust
part with or share possession or
occupation of the Demised Premises
or any part thereof Provided that
the undertenant may assign or charge
the
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whole of the Demised Premises with
the prior written consent of the
Landlord (such consent not to be
unreasonably withheld)
3.19.7.3.5 contains a covenant prohibiting the
undertenant from doing or suffering
any act or thing on or in relation
to the Demised Premises underlet
inconsistent with or in breach of
the provisions of this Lease
3.19.7.3.6 contains a condition for re-entry on
breach of any covenant by the
undertenant
3.19.8 In relation to any permitted underlease to ensure that:-
3.19.8.1 all the covenants and obligations of the
undertenant thereunder are enforced
3.19.8.2 the rent reserved by any underlease is neither
reduced or commuted nor payable further in
advance than provided for by that underlease
3.19.8.3 the rent reserved by any underlease is reviewed
in accordance with its terms but the same shall
not be agreed without the prior written consent
of the Landlord (such consent not to be
unreasonably withheld)
3.19.8.4 there is no waiver of any breach on the part of
any undertenant and no variation in the terms
or a surrender of any underlease without the
prior written consent of the Landlord (such
consent not to be unreasonably withheld)
3.19.8.5 every such underletting shall include rights to
use all the said car parking spaces
3.19.8.6 the Tenant and the prospective undertenant
first obtain from the Court an Order pursuant
to section 38(4) of the Landlord and Tenant Act
1954 (as amended by the Law of Property
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Act 1969) authorizing the inclusion in the
proposed underlease of a provision that the
terms of sections 24 to 28 of the said Act of
1954 shall be disregarded in relation to the
said underletting and that the said underlease
includes such a provision
3.19.9 Within one month after any assignment charge underletting
or other disposition of the Demised Premises or of a
devolution thereof in case of death to supply to the
Landlord for registration two certified copies of every
such assignment charge underlease instrument probate or
letters of administration and pay to the Landlord a
reasonable fee (but not less than twenty-five pounds) for
every such registration
3.19.10 Within fourteen days of being requested so to do by the
Landlord to give written notice to the Landlord of the
names and addresses or registered offices of all persons
or companies in occupation of the Demised Premises the
rent review date or dates in any underleases relating to
the Demised Premises and the rent or rents currently paid
by such occupiers
3.20 Lavatories
Not to use or suffer the use of the lavatories and water-closets for
the disposal of refuse oil grease or any deleterious objectionable
dangerous poisonous or explosive matter or substance or for any
purpose which may cause a stoppage in the pipes connecting the
lavatory basins and water-closets with the waste water pipes and
soil pipes or in such waste water pipes and soil pipes
3.21 Nuisance
Not to do or permit or suffer to be done upon the Demised Premises or
the Car Park or any area over which the Tenant is granted rights
under this Lease anything which may be or tend to be illegal or a
nuisance annoyance or disturbance or cause damage to the Landlord or
any of the occupants of the Building or the adjoining or adjacent
property
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3.22 Obstruction
Not to place or deposit anything in or to obstruct or to suffer
anything to be placed or deposited or any obstruction to be made in
the vestibules passages and staircases or the Car Park the forecourt
areas yards and fire escapes of the Building or to cover up or
obstruct or suffer to be covered up or obstructed any glass windows
or partitions in any manner whatsoever
3.23 Floor loading
Not to overload the floors and where a loading capacity is prescribed
by the Landlord's surveyor not to exceed such prescribed loading
capacity
3.24 Auction
Not to hold or suffer to be held any auction assembly or public
meeting upon the Demised Premises
3.25 Machinery, etc
Not to store or place or suffer to be stored or placed in or about
the Demised Premises any articles or materials of a specially
combustible inflammable or dangerous nature or any machinery or
mechanical or electrical/electronic equipment other than small
machines or mechanical or electrical/ electronic equipment generally
used in offices subject at all times to the provisions of Clause 3.23
hereof
3.26 Signs etc
Not without the written consent of the Landlord to affix paint or
exhibit or suffer to be affixed painted or exhibited on the exterior
of the Demised Premises or the Office Block or on or from the windows
vestibules passages or staircases thereof any flag signboard placard
poster or advertisement or show of business whatsoever
3.27 Hours of use etc
Not to sleep nor suffer anyone to sleep upon the Demised Premises nor
to use or suffer the use of the same or any part thereof for
residential purposes nor to use or suffer the same to be used for any
purpose whatsoever on Sundays or Bank or
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other public holidays or before eight a.m. or after two p.m. on
Saturdays or before eight a.m. or after seven p.m. on other days
Provided that following a written request by the Tenant to the
Landlord the Tenant may have access to the Demised Premises outside
the said hours in accordance with the provisions contained in the
Seventh Schedule hereto which provisions the Tenant hereby covenants
to observe and perform
3.28 Not to leave premises vacant
Not to leave the Demised Premises vacant for more than thirty
consecutive days
3.29 Lifts
Not without the consent of the Landlord to use any available
passenger lift in the Office Block otherwise than for the conveyance
of passengers
3.30 Not to invalidate insurance
Not to do or suffer to be done anything whereby the policy or
policies of insurance on the Demised Premises or on the Building
against damage by the Insured Risks may become void or voidable or
whereby the rate of premium thereon may be increased or the renewal
thereof may be refused and to repay to the Landlord all sums paid by
it by way of increased premium and all expenses incurred by it in or
about any renewal of such policy or policies rendered necessary by a
breach or non-observance hereof
3.31 Air-conditioning/cooling system
That no equipment machinery or apparatus shall be installed or
operated in the Demised Premises and nothing shall be done or omitted
in the Demised Premises which may cause the efficiency of the heating
ventilation air-conditioning and cooling system (if any) installed in
the Demised Premises to be diminished or impaired in any way
whatsoever
3.32 Car Park
(a) Not to use or suffer the use of the Car Park otherwise
than for the parking of private motor vehicles
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(b) Not to bring in or upon the Car Park any inflammable or
combustible material or substance save such petrol and oil
as is contained in the storage tanks of any cars which the
Tenant is at the time being entitled to park thereon
(c) To comply with such reasonable regulations or directions
as may from time to time be given by the Landlord to the
Tenant concerning the use of the Car Park and the means of
access thereto
(d) Not to do or cause or permit or suffer to be done any
damage to the Car Park or the Building or to any property
of the Landlord of any kind whatsoever in or about or
adjoining or adjacent to the Car Park or the Building and
in the event of the Tenants doing or causing or permitting
or suffering to be done any such damage as aforesaid
forthwith to make good the same provided that in default
the Landlord may make good such damage and recover the
cost as a debt due from the Tenant
4. LANDLORD'S COVENANTS
THE Landlord hereby covenants with the Tenant as follows:-
4.1 Repair
To keep the roof external walls and load bearing members of the
structure of the Office Block and all things in or about the Building
used by the Tenant in common with others and not included in the
Demised Premises and those parts of the windows of the Demised
Premises not the responsibility of the Tenant in good and tenantable
repair and condition
PROVIDED THAT
4.1.1 the Landlord shall not be liable to make good any damage
by any of the Insured Risks where the insurance moneys are
irrecoverable through the act or default of the Tenant or
any sub-tenant or licensee of his and
4.1.2 any liability of the Landlord hereunder to rebuild the
Building or any part thereof shall be deemed to have been
satisfied if the Landlord provides in the rebuilt premises
accommodation as convenient and
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commodious as but not necessarily identical with that
previously existing
4.2 Insurance
4.2.1 To effect and maintain insurance of the Demised Premises
(including insurance against loss of rent for three years
and in respect of professional fees and debris removal) in
the full reinstatement value thereof against damage by the
Insured Risks and to apply any monies received by virtue
of such insurance in making good the damage or loss to
which it relates and any liability of the Landlord to
reinstate the Demised Premises shall be satisfied if the
Landlord provides in the rebuilt or reinstated premises
accommodation as convenient and commodious as but not
necessarily identical with that previously existing And if
the Demised Premises shall be rendered wholly or partially
unfit for occupation through damage by any of the Insured
Risks then unless the insurance monies are irrecoverable
through the act or default of the Tenant or any sub-tenant
or Licensee of his the rent payable hereunder shall be
abated to an extent proportionate to the extent of the
damage and the duration of such unfitness for occupation
but for a period not exceeding three years PROVIDED THAT
the term "Insured Risks" and the Landlord's obligations
under this subclause shall each be deemed to be qualified
to the extent that Norwich Union Fire Insurance Society
Limited (or such other company with which the Demised
Premises are from time to time insured) shall decline to
effect cover or shall impose any excess or qualification
on the cover effected
4.2.2 Any dispute as to the amount or extent of such cesser of
rent shall be referred to the award of a single arbitrator
if the Landlord and the Tenant can agree upon one and
otherwise to an arbitrator appointed by the President for
the time being of the Royal Institution of Chartered
Surveyors upon the application of either party and in
either case in
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accordance with the provisions of the Arbitration Acts
1950-1979 any statutory modification thereof for the time
being in force
4.3 Quiet enjoyment
That the Tenant paying the rent or rents and observing the covenants
on the Tenant's part herein contained shall during the Term
quietly enjoy the Demised Premises without any interruption by the
Landlord or any person lawfully claiming under or in trust for it
4.4 Services
To use reasonable endeavours to provide the services and carry out
the works set out in sub-paragraphs 2 to 19 inclusive of Part II of
the Schedule hereto
Provided that -
(a) no claim for loss damage or compensation shall lie
against the Landlord for any failure to supply the same
(b) if the Landlord acting reasonably deems it desirable in
accordance with the principles of good estate management
it may add to withdraw change or vary any of the services
to be provided under this Lease or the method of
providing or carrying out any such services
5. PROVISOS
PROVIDED and it is hereby agreed and declared as follows:-
5.1 Re-entry
If the rent or rents hereinbefore mentioned or any part thereof shall
at any time be unpaid for twenty-one days after becoming payable
(whether formally demanded or not) or if any covenant on the
Tenant's part herein contained shall not be performed or observed or
if the Tenant shall suffer any execution to be levied on the goods
of the Tenant or being a company go into liquidation (otherwise
than for the purpose of a reconstruction or amalgamation) or become
the subject of an Administration Order or be struck off or dissolved
or being a private person become bankrupt or make any assignment for
the benefit of creditors or make any arrangement with creditors for
liquidation of the debts of
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the Tenant by composition or otherwise then and in any of the said
cases it shall be lawful for the Landlord at any time thereafter to
enter upon the Demised Premises or any part thereof in the name of
the whole and thereupon the Term shall absolutely determine but
without prejudice to the right of action of the Landlord in respect
of any antecedent breach of the Tenant's covenants herein contained
5.2 Liability on Covenants
No liability shall attach in respect of any breach of any positive
covenant (other than covenants for the payment of money) on the part
of the Landlord or the Tenant herein contained or implied so long as
the Landlord or the Tenant as the case may be shall be prevented from
performing the same by statutory restrictions non-availability of
labour or materials or matters beyond their control except that if
such breach shall occur as aforesaid the Landlord or the Tenant as
the case may be shall immediately conditions permit remedy such
breach and in the event of any such breach of a Tenant's covenant
nothing been remedied before the Tenant gives up possession of the
Demised Premises the Tenant shall forthwith pay to the Landlord such
an amount as shall be necessary to remedy such breach as aforesaid
5.3 Lifts
The Landlord shall not be responsible for any loss or inconvenience
occasioned by the closing of any lift in the Building for repairs or
any other necessary purposes or for any accidents that may occur to
the Tenant
5.4 Light and air
The Tenant shall not be entitled to any right of access of light or
air to the Demised Premises which would restrict or interfere with
the free user of any adjoining or neighbouring property for building
or any other purpose
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5.5 Service of notices
Section 196 of the Law of Property Act 1925 (as amended by the
Recorded Delivery Service Act 1962) shall apply to any notice to be
served hereunder as if such notice were a notice authorized by that
Act
5.6 Disputes
Any disputes arising between the Tenant and other lessees tenants or
occupiers of the Building as to any easement right or privilege in
connection with the use of the Demised Premises and the Building
shall either be decided by the Landlord acting fairly and reasonably
whose decision shall be binding upon all parties to the dispute or be
settled in such manner as the Landlord shall reasonably direct
5.7 Compensation
To the extent permitted by sub-section (3) of Section 38 of the
Landlord and Tenant Act 1954 any right of the Tenant to compensation
under Section 37 of the said Act is hereby excluded and any right to
compensation under any statutory amendment or re-enactment of such
Act is hereby excluded to the extent therein permitted
5.8 Interest on arrears
If and whenever the Tenant shall fail to pay the rent or rents hereby
reserved or any part thereof by the date on which the same shall
become due the Tenant shall pay to the Landlord interest on such
arrears of rent or rents at the rate of four per cent above the Base
Rate calculated from the date it was due to the date of actual
payment thereof and where the Tenant pays any such arrears of rent
following the appearance of a bailiff instructed by the Landlord then
any such bailiffs charges and/or commissions shall be paid by the
Tenant
5.9 VAT
5.9.1 Output Tax
Any obligation of the Tenant hereunder or under any
document entered into pursuant hereto to make payment to
the Landlord shall include an
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obligation to pay in addition any VAT payable in respect
of the supply to which the payment relates
5.9.2 Unless the contrary is specified any sum specified in this
Lease is (and any sum to be agreed certified determined or
ascertained pursuant to the provisions hereof shall be) a
sum net of VAT
5.9.3 Input Tax
Any obligation of the Tenant hereunder to repay to the
Landlord any expenditure incurred by the Landlord shall
include an obligation to repay any VAT forming part of
such expenditure but only to the extent that the Landlord
is unable to recover such VAT from the Customs & Excise
5.10 Abandoned
If at such time as the Tenant has vacated the Demised Premises on the
determination of the Term either by effluxion of time or otherwise
any property of the Tenant shall remain in or on the Demised Premises
and the Tenant shall fail to remove the same within fourteen days
after being requested by the Landlord so to do the Landlord may as
agent of the Tenant (and the Landlord is hereby appointed by the
Tenant to act in that behalf) sell such property and shall then hold
the proceeds of sale after deducting the costs and expenses of
removal storage and sale reasonably and properly incurred by it and
any other moneys due from the Tenant to the Landlord to the order of
the Tenant PROVIDED ALWAYS THAT if such proceeds of sale shall be
insufficient to meet the costs and expenses as aforesaid the Tenant
shall pay the amount of the deficiency on demand and will indemnify
the Landlord against any claim or liability in respect thereof
PROVIDED FURTHER THAT the Tenant will indemnify the Landlord against
any liability by it to any third party whose property shall have been
sold by the Landlord in the bona fide mistaken belief (which shall be
presumed unless the contrary be proved) that such property belonged
to the Tenant
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5.11 Managing Agents
The Landlord shall be at liberty to employ managing agents or other
professional advisers to discharge the Landlord's duties under these
presents and whenever the duties of the Landlord have been delegated
to managing agents or other professional advisers the Tenant shall be
entitled and required to accept their requirements in discharge of
the Landlord's duties as being the requirements under these presents
of the Landlord itself
5.12 Car Park
The Landlord shall not be liable for any loss or damage whatsoever
caused to or suffered by the Tenant or the servants agents licensees
or visitors of the Tenant or any property of such person or to any
private motor car or any of the contents or property of on or in any
such car while it is approaching or in or upon or departing from the
Car Park whether such loss or damage be due to the negligence of the
Landlord or any of its servants or agents or to any other cause
whatsoever
5.13 Tenant's option to determine
5.13.1 In this clause "Determination Date" means 25 December 1998
5.13.2 If the Tenant wishes to determine this Lease on the
Determination Date it must
5.13.2.1 serve notice upon the Landlord not less than
twelve months before the Determination Date of
its intention to determine this Lease
5.13.2.2 yield up the Demised Premises on the
Determination Date with vacant possession and
otherwise in accordance with clause 3.6
5.13.3 Subject to compliance with clause 5.13.2 and the proviso
hereinafter contained this Lease shall determine upon the
Determination Date but without prejudice to the rights of
any party against another in respect of any antecedent
breach of covenant
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5.13.4 Upon the Determination Date and subject to clauses 5.13.2
and 5.13.3 and the said proviso the Tenant shall hand
over to the Landlord the original lease and all other
title deeds and documents relating to the Demised Premises
PROVIDED that in the event of the Tenant exercising this option it
shall pay to the Landlord on or prior to the Determination Date a sum
of SEVENTY ONE THOUSAND TWO HUNDRED AND FIFTY POUNDS (POUNDS 71,250)
BUT PROVIDED FURTHER that in the event of the Tenant not exercising
this option the Landlord shall grant to the Tenant a 7 month
rent-free period with effect from the Determination Date which
rent-free period for the avoidance of doubt shall apply to a reviewed
rent payable in accordance with the provisions of the Third Schedule
from the Determination Date whether or not such reviewed rent has
been agreed on the Determination Date.
5.14 Headings
The clause and schedule headings and the index do not form part of
this Lease and shall not be taken into account in its construction or
interpretation
6. SURETY
The Surety in consideration of the demise hereinbefore contained having
been made at its request hereby covenants with the Landlord:-
6.1 as well after as before any disclaimer of this Lease that the Tenant
will pay the rent hereby reserved on the days and in manner aforesaid
and will perform and observe all the Tenant's covenants herein contained
or implied and that in case of default in such payment of rent or in the
performance or observance of such covenants as aforesaid or any one or
more of them then and in every such case the Surety will pay the rent or
observe and perform any covenant in respect whereof the Tenant shall be
in default as aforesaid PROVIDED ALWAYS and it is hereby agreed that any
neglect or forbearance of the Landlord in endeavouring to obtain payment
of the rent hereby reserved when the same become payable or to enforce
performance of the several covenants herein on
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the Tenant's part contained or implied and any time which may be given
to the Tenant by the Landlord shall not release or exonerate or in any
way affect the liability of the Surety under this clause
6.2 that if the Tenant shall cease to exist (whether by being struck off the
Register of Companies or otherwise) or shall go into liquidation
(otherwise than for the purpose of a reconstruction or amalgamation) or
being individuals or an individual is adjudicated bankrupt and the
liquidator or trustee in such bankruptcy as the case may be shall
disclaim this Lease or a Receiver shall abandon or in any other manner
terminate the Term or if the Landlord shall forfeit this Lease and if
the Landlord shall within six months after having actual notice that the
Tenant has ceased to exist or within six months after such disclaimer
abandonment termination or forfeiture by notice in writing require the
Surety to accept a lease of the Demised Premises for a term commencing
on the day after the Tenant ceased to exist or the day after any such
disclaimer abandonment termination or forfeiture and expiring on the day
the Term is due to expire at the same rents and under the like covenants
and conditions as are reserved by and contained in this Lease (the said
new lease and rights and liabilities thereunder to take effect as from
the date of the said disclaimer abandonment or termination) then and in
such case the Surety shall accept such lease accordingly and execute a
counterpart thereof
6.3 that if in relation to any assignment of this Lease the Tenant (which
term in this sub-clause means the party hereto as tenant and not any
successor in title) enters into an agreement with the Landlord (being an
authorised guarantee agreement within the meaning of section 16 of the
Landlord and Tenant (Covenants) Act 1995) the Surety will execute and
deliver to the Landlord an agreement under seal in the form set out in
the Sixth Schedule hereto under which the Surety will guarantee the
performance of the Tenant's obligations under the said authorised
guarantee agreement and will (if the Tenant is required by virtue of
such agreement to take a new lease of the Demised Premises or takes an
overriding
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lease of the Demised Premises under section 19 of the said Act)
guarantee in the terms of this clause 6 the performance of the covenants
on the part of the Tenant contained in such new lease or overriding
lease
7. AGREEMENT FOR LEASE
It is hereby certified that there is no Agreement for Lease to which this
Lease gives effect
IN WITNESS whereof this instrument has been duly executed as a deed by the
parties hereto the day and year first above written
The First Schedule hereinbefore referred to
Rights granted to the Tenant
(1) The right in common with the Landlord and all other persons having a like
right to use for the purpose of access to and egress from the Demised
Premises the vestibules passages and staircases of the Office Block and also
any available passenger lift therein AND ALSO the right to use in common
with all other persons authorised by the Landlord the lavatories and water
closets in the Office Block allocated to the Tenants use from time to time
by the Landlord AND ALSO the right in common with all other persons entitled
thereto and so far as the Landlord has power to grant the same of free
passage and running of water soil smoke gas and electricity from and to the
Demised Premises through the Common Service Media and the adjoining or
adjacent property
(2) The right to park 22 private motor vehicles in the Car Park in such space or
spaces as the Landlord in its sole discretion shall from time to time
allocate in writing to the use of the Tenant which allocation, may be
changed by the Landlord on giving previous notice as frequently as it may
deem fit and nothing herein shall be construed as conferring on the Tenant
the exclusive right to use any particular space or spaces in the Car Park
(3) The right for the Tenant and all persons authorised by the Tenant as
ancillary to the Tenant's occupation of the Demised Premises and in common
with the Landlord and all other persons having similar rights and in
accordance with such reasonable
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regulations (including those relating to security) as the Landlord may from
time to time determine to use
(A) on foot only and with or without trolleys and similar small-wheeled
vehicles the paladin store indicated as such on the plan numbered 3
attached hereto for the storage of refuse originating in the Demised
Premises pending its removal by the local authority
(B) with or without vehicles
(i) so much of the service yard shown coloured brown on the said
plan numbered 3 as is necessary for the unloading of goods
intended for the Demised Premises
(ii) the service road and ramps serving the said service yard and
the Car Park as means of access to and egress from the said yard
and the Car Park respectively
(iii) the roadway shown edged brown on the said plan numbered 3 as a
means of access between the public highway and the service road
and ramps referred to in item (B)(ii) hereof until the said
roadway edged brown becomes adopted as an area maintainable at
public expense
The Second Schedule hereinbefore referred to
Exceptions and Reservations
EXCEPT AND RESERVING unto the Landlord and all other persons entitled thereto
the free passage and running of water soil smoke gas and electricity from other
parts of the Building and the adjoining or adjacent property through the Common
Service Media in or under the Demised Premises and the right to enter the
Demised Premises at any time or times by previous appointment (except in the
event of emergency and then at any time) to inspect maintain alter add to or
repair the same the person or persons exercising such right making good any
damage caused thereby and
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The Third Schedule hereinbefore referred to
Rent Review
1. The rent payable hereunder shall be reviewed on the Twenty-fifth day of
December in the years One thousand nine hundred and ninety-eight and Two
thousand and three each such date being hereinafter called a "Rent
Review Date"
2. For the purpose of this Schedule the expression "Market Rental Value"
means the annual rack rent of the Demised Premises having the benefit of
(for the avoidance of doubt) the car parking rights referred to in the
First Schedule at the relevant Rent Review Date
(A) On the following assumptions:
(1) that the Demised Premises are available and fit for
immediate occupation and are ready for any use permitted
by this Lease or any licence or consent granted by the
Landlord or for such other purpose for which planning
permission may have been granted and that no work has
been carried out thereon by the Tenant its sub-tenants
or their predecessors in title during the Term which has
diminished the rental value of the Demised Premises and
that if the Demised Premises have been destroyed or
damaged they have been fully restored
(2) that the Demised Premises are available to be let in the
open market by a willing landlord to a willing tenant as
a whole without a premium but with vacant possession and
subject to the provisions of this Lease (other than the
amount of the rent hereby reserved but including the
provisions for rent review) for a term equal to the
residue of the Term of this Lease then remaining
unexpired or a Term of five years commencing on the Rent
Review Date whichever is the greater
(3) that the Demised Premises may be used for the purposes
permitted by this Lease or any licence or consent
granted by the Landlord or for such other purpose for
which planning permission may have been granted at the
request of the Tenant whichever would yield the highest
rent
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(4) that the covenants herein contained have been fully
performed and observed and
(5) that no reduction is to be made to take account of any
rental concession which on a new letting with vacant
possession might be granted to the incoming tenant
whether in respect of a period within which its
fitting-out works would take place or otherwise
(B) But disregarding:-
(1) any effect on rent of the fact that the Tenant its
sub-tenants or their respective predecessors in title
have been in occupation of the Demised Premises and
(2) any goodwill attached to the Demised Premises by reason
of the carrying on thereat of the business of the Tenant
its sub-tenants or their predecessors in title
(3) the effect on rent of any improvement (shown to be such
by the Tenant) to the Demised Premises or any part
thereof completed not more than twenty one years before
the relevant Rent Review Date and carried out:-
(a) by the Tenant its sub-tenants or their
respective predecessors in tide and
(b) with the previous written approval of the
Landlord and with all other necessary consents
where required and
(c) otherwise than in pursuance of an obligation to
the Landlord and
(d) without liability on the part of the Landlord to
reimburse any part of the cost thereof and
(e) during the Term or during any period of
occupation prior thereto arising out of an
agreement to grant such Term
(4) Any rent-free period granted to the Tenant by the
Landlord pursuant to the terms of Clause 5.13
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3. The Landlord and the Tenant shall endeavour to agree the Market Rental
Value as at the relevant Rent Review Date but in the event of the
Landlord and the Tenant failing so to agree in writing by the relevant
Rent Review Date (or within such extended period as the Landlord and the
Tenant shall agree) the Market Rental Value shall be determined by an
arbitrator such arbitrator to be nominated in the absence of agreement
between the Landlord and the Tenant by the President of the Royal
Institution of Chartered Surveyors on the application of the Landlord or
the Tenant and the decision of such arbitrator shall be binding on both
the Landlord and the Tenant save to the extent that such decision is set
aside or varied or remitted by any Court of competent jurisdiction
4. If the Market Rental Value so agreed or determined as at any Rent Review
Date shall be found to exceed the rent payable hereunder immediately
prior to such Rent Review Date there shall be substituted for the yearly
rent then payable hereunder an increased yearly rent equal to the Market
Rental Value so agreed or determined but if the Market Rental Value as
aforesaid shall be equal to or less than the rent payable hereunder
immediately prior to such Rent Review Date the rent payable immediately
prior to such Rent Review Date shall continue to be payable until such
time as it is increased pursuant to the provisions hereof
5. Such increased yearly rent shall be payable from the relevant Rent
Review Date for the residue of the Term or until a greater rent is
substituted therefor under this Schedule but in the event of the Market
Rental Value not having been agreed or determined by such Rent Review
Date then the rent payable immediately prior to such Rent Review Date
shall continue to be payable until such agreement or determination as
aforesaid and on demand following or in the event of no demand having
been made on the quarter day next after such agreement or determination
whichever is the earlier the Tenant shall pay in addition to the
increased quarter's rent then payable the sums by which the rent paid on
each rent payment date on or after the Rent Review Date in question fell
short of the rent subsequently agreed or determined to have been payable
on that date together with interest (at the annual rate of one per cent
above Base Rate)
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<PAGE> 39
calculated in respect of each such sum from the rent payment date on
which it was payable to the date on which it is paid
6. it is hereby further provided in relation to the Market Rental Value as
follows:-
(A)
(1) the arbitration shall be conducted in accordance with
the Arbitration Acts 1950 and 1979 or any statutory
modification or re-enactment thereof for the time being
in force
(2) the arbitrator shall have knowledge of and be
experienced in the valuation and letting of premises
similar to the Demised Premises and in the locality of
the Demised Premises
(3) it is the intention of the parties that the arbitrator
shall make a reasoned award
(B) When the amount of any rent to be ascertained as hereinbefore
provided shall have been so ascertained memoranda thereof shall
thereupon be signed by or on behalf of the Landlord and the
Tenant and annexed to this Lease and counterpart thereof and the
parties shall bear their own costs in respect thereof
(C) For the purpose of this Schedule time shall not be of the
essence
(D) The fees and expenses of the arbitrator including the cost of
his appointment shall be borne equally by the Landlord and the
Tenant unless the arbitrator directs otherwise
The Fourth Schedule hereinbefore referred to
Part I
Payment of service charge
1. In this Schedule the expressions:-
1.1 "Accounting Period" shall mean the period from lst January to
31st December in any year or such other period (not being more
than twelve months) as the Landlord may in its discretion from
time to time determine
1.2 "the Building" shall also include all areas facilities and
features within the curtilage of the Building and any extensions
or alterations thereto
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<PAGE> 40
1.3 "the Common Parts" means the Common Parts defined in Clause
1.1.4 of this Lease
1.4 "the Engineering Risks" means the risks of impact damage caused
by fragmentation of plant and machinery death or injury to
persons and damage to property caused by explosion or collapse
of boilers or pressure plant sudden and unforeseen physical
damage to boilers or pressure plant lifts and hoists and other
machinery (and damage thereby caused to the demised premises)
and liability to third parties in respect of any accident (other
than fire or explosion) involving lifts or hoists or such other
risks as the Landlord may from time to time require PROVIDED
that any additional or different risks required by the Landlord
shall be those against which Norwich Union Fire Insurance
Society Limited (or another comparable and reputable insurance
company) from time to time offers cover at standard rates in
respect of properly installed operated and maintained plant and
machinery
1.5 "the Expenditure" shall mean:-
1.5.1 the expenses and outgoings incurred by the Landlord in
the Accounting Period in effecting and maintaining
insurance carrying out the repairs and other
obligations providing the services and facilities and
making the payments relating to the Building all of
which are mentioned in Clause 4.1 hereof and Part II of
this Schedule
1.5.2 the reasonable and proper fees of any agents retained by
the Landlord to manage and supervise the Building or (at
the discretion of the Landlord) a surcharge of 10% of
the cost of the obligations and services set out in
Clause 4.1 hereof and in sub-paragraphs 2 to 19
inclusive of Part II of this Schedule as a management
fee
1.5.3 any Value Added Tax which the Landlord may incur and
which is irrecoverable as input tax by the Landlord
1.5.4 any Value Added Tax which the Landlord may be liable to
levy in respect of the Service Charge
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<PAGE> 41
1.5.5 such provision for anticipated future expenditure in
relation to the services and works referred to in Clause
4.1 and Part II of this Schedule as the Landlord shall
reasonably deem appropriate but subject to the
provisions of Part III of this Schedule including for
the avoidance of doubt the replacement and renewal of
apparatus machinery or equipment
1.5.6 interest at:
(1) such reasonable borrowing rate as the Landlord
shall have incurred thereon
OR
(2) if the Landlord funds the expenditure itself a
rate of two per centrum. above Base Rate on any
expenditure charged to any subsequent Accounting
Period
1.6 "the Service Charge" shall be a fair proportion to be fixed by
the Landlords Surveyor acting fairly and reasonably of the
Expenditure The Landlord shall have the right to make allowances
in such calculation for the differences in the insurance of or
the repairs services and facilities provided or supplied to any
premises in the Building
2. As soon as may be practicable prior to the beginning of an Accounting
Period the Landlord may notify the Tenant in writing of the Landlord's
reasonable estimate of the Service Charge for the forthcoming Accounting
Period ("the Interim Sum") and the Tenant shall pay the Interim Sum to
the Landlord on account of the Service Charge by four equal instalments
on the usual quarter days Such Interim Sum shall be in substitution for
that previously payable. The Interim Sum for the period from the
Twenty-fifth day of December One thousand nine hundred and ninety-six
until the end of the first Accounting Period shall be the yearly sum of
FORTY ONE THOUSAND SEVEN HUNDRED POUNDS (Pounds 41,700)
3. If the Landlord shall fail to notify the Tenant in accordance with the
preceding subparagraph then until such notification the Tenant shall
continue to make payments in
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accordance with the last notified Interim Sum or if there has been no
such notification at the rate specified in the preceding paragraph
4. The amount of the Service Charge shall be ascertained and certified by a
certificate (hereinafter called "the certificate") so soon after the end
of the Accounting Period as may be practicable and shall relate to such
period and shall be signed by the Landlord's Surveyor (who shall be an
Associate or Fellow of the Royal Institution of Chartered Surveyors and
who may be an employee of the Landlord) or the Landlord's Accountant
(who shall be an Associate or Fellow of the Institute of Chartered
Accountants of England and Wales or the Chartered Association of
Certified Accountants and who may be an employee of the Landlord) or
managing agent (at the discretion of the Landlord) acting as an expert
and not as an arbitrator
5. In the event of
5.1 the Interim Sum being less than the Service Charge so certified
the Tenant shall within 21 days of demand pay to the Landlord
the difference between the Interim Sum and the Service Charge so
certified (and in relation to the Accounting Period in which the
term shall expire or determine the obligation to pay the said
difference shall continue notwithstanding such expiration or
determination) or
5.2 the Interim Sum being in excess of the Service Charge so
certified the overpayment shall be refunded to the Tenant or at
the discretion of the Landlord shall be credited to the Tenant
against any outstanding rent or other payments due from the
Tenant or if there are none against the next payment or payments
of the Interim Sum
6. A copy of the certificate for an Accounting Period shall be supplied by
the Landlord to the Tenant on written request and without charge
7. The certificate shall contain a summary of the Expenditure during the
Accounting Period to which it relates together with a summary of the
relevant details and figures forming the basis of calculation of the
Service Charge and the certificate (or a
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<PAGE> 43
certified copy thereof) shall be conclusive evidence for the purposes
hereof of facts which it purports to certify save for any manifest
errors
Part 11
Service charge items
1. Premiums incurred by the Landlord
1.1 in insuring the Building and the Landlord's fixtures and
fittings therein of thereon (including insurance against loss of
rent for three years professional fees and debris removal)
against the Insured Risks
1.2 in effecting property owners liability insurance and third party
insurance in respect of the Building in a sum reasonably
determined by the Landlord from time to time
1.3 in effecting insurance in respect of any plant machinery
apparatus and equipment in the Building against the Engineering
Risks
AND including the cost of any valuation of the Building carried out for
the purpose of insurance Provided that there shall be no more than one
such valuation in any period of 3 years
2. Maintenance repair renewal and decoration of such parts of the Building
as are not the responsibility of the tenants of the Building including
(without limitations) the Common Parts the Car Park and the vehicle
control barriers at the entrance thereto any landscaped areas service
are as roadways ramps walls fences and ornamental features)
3. Providing maintaining repairing and renewing the lighting of the Car
Park the exterior of the Building and the interior of the Common Parts
including service areas paths paved areas roadways and ramps
4. The cost of carrying out any works (or other actions including adequate
fire drill instruction) upon or to such parts of the Building as shall
be necessary to comply with any statutory requirement or any notice or
direction deriving authority under statute and any reasonable
requirement or recommendation of any relevant authority or the
insurance company with which the Building is from time to time insured
and the cost
38
<PAGE> 44
of taking all steps deemed desirable or expedient by the Landlord in
making representations against or otherwise contesting the incidence of
the provisions of any statute byelaw 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
5. Provision of a passenger lift service including maintenance repair
renewal and decoration
6. Heating the Office Block through the heating installation in the Office
Block to such temperatures and between such dates in the cold season as
the Landlord shall determine including insurance maintenance servicing
repair renewal and decoration of the installation
7. Ventilating and/or cooling the Office Block including maintenance repair
renewal and any decoration of the system
8. The cost of the supply of electricity gas oil or other fuel for the
provisions of the services
9. Cleaning the exterior of the Building and the interior of the Common
Parts including the cleaning of all windows both inside and out insofar
as such window cleaning is not the responsibility of the tenants of the
Budding including insurance maintenance repair and any decoration of the
equipment used in connection with such cleaning
10. Gritting sanding or treating with chemical ice prevention materials and
snow clearance when and where appropriate
11. Provision of such apparatus and equipment (including the maintenance
repair renewal and insuring of any such apparatus and equipment) and
staff for the servicing management supervision cleaning and security of
the Building as the Landlord shall reasonably consider necessary such
cost to include
11.1 insurance pension and welfare contributions
11.2 transport facilities and benefits in kind
11.3 the provision of uniforms and working clothing
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<PAGE> 45
11.4 the provision of vehicles tools appliances cleaning and other
materials fixtures and fittings and other equipment for the
proper performance of their duties and a store for housing the
same and
11.5 a notional rent (not exceeding current market rent) for any
premises provided for every such person's use occupancy or
residence
12. Providing maintaining repairing and replacing all floor coverings all
signs signposts furniture furnishings seasonal decorations displays
ornamental features plants shrubs trees cut flowers public pay
telephones first aid or other amenities as the Landlord at its
discretion shall provide in the Common Parts
13. Provision of and maintaining repairing and replacing the fire fighting
equipment and securing a supply of water thereto including any sprinkler
system fire detection equipment and alarm system and any burglar alarms
or surveillance system and any loud speaker public address or music
broadcast system in the Building
14. Provision of hot and cold water and other requisites to the lavatories
in the Common Parts and including as appropriate the maintenance repair
renewal and cleaning of all equipment necessary for such provision
15. Removal and disposal of trade or other refuse from the Building at such
times and in such manner as the Landlord shall determine including the
provision maintenance replacement and renewal of any compacting or other
necessary equipment
16. Marking out the spaces in the Car Park
17. All rates taxes assessments duties charges impositions and outgoings
payable by the Landlord in respect of the Common Parts
18. The reasonable and proper cost of any works (forming part of the
services) carried out Pursuant to a planned maintenance programme for
the Building and the reasonable and proper fees payable by the Landlord
to any professional consultant engaged to prepare and implement such
programme
19. Any other services and facilities as may be provided or supplied by the
Landlord in accordance with the provisions of Clause 4.4 hereof
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<PAGE> 46
Part III
The following Provisions shall apply to sums recovered by the Landlord from the
Tenant pursuant to 1aragraph 1.5.5 of Part I of this Schedule in respect of the
anticipated future expenditure:-
1. The annual sum recovered shall be the proper proportion attributable to
the Demised Premises of the annual amount (determined by the Landlord
acting reasonably) required to cover the cost of replacing or renewing
the item of items in question at prices current in the financial year
in respect of which the recovery is made and over the period estimated
(in the same year) to be the expected life of the said item or items
(whether or not extending beyond the Term)
2. All such sums shall be used by the Landlord (insofar as such sums are
adequate) in discharging the Landlord's obligations under Clause 4
hereof and any income arising therefrom shall be so used
3. The Tenant shall not be entitled to repayment of any such sums or any
part thereof in the event of an assignment or parting with the Tenant's
interest in the Demised Premises
4. If the Landlord shall sell or otherwise part with its interest in the
Building the sums recovered and any income (net of tax) accrued thereon
shall on completion be handed to the Purchaser or other party acquiring
the Landlord's interest in the Building
The Fifth Schedule hereinbefore referred to
Authorised Guarantee Agreement
THIS AGREEMENT is made the day of One thousand nine hundred
and ninety- BETWEEN
(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is at
Surrey Street in the City of Norwich ("the Landlord" which expression includes
the person in whom the reversion expectant on the determination of the Term
hereinafter defined is vested)
(2)
("the Assignor")
41
<PAGE> 47
WHEREAS:-
(1) This Agreement is supplemental to the document or documents ("the
Lease") short particulars whereof appear in the Schedule hereto whereby
the premises ("the Premises') described in the said Schedule were
demised for the term of years ("the Term") mentioned in the said
Schedule
(2) The Assignor is entitled to the Premises for the residue of the Term
subject to the covenants contained in the Lease and the reversion
expectant on the determination thereof is vested in the Landlord
(3) Pursuant to the covenant in the Lease application has been made to the
Landlord by the Assignor for consent to assign the Premises and the
Landlord has agreed to give licence to assign the Premises to
of ("the Assignee") for the residue of the Term subject
to the Assignor covenanting with the Landlord in manner hereinafter
appearing
NOW THIS DEED WITNESSETH as follows:-
IN consideration of the grant of the licence hereinbefore referred to the
Assignor covenants with the Landlord:-
1. (as an obligation distinct from and without prejudice to any contained
in the Lease) to:-
1.1 procure that notice is given to the Landlord within 14 days of
the completion of the assignment indicating the name and address
of the party to whom future rent demands should be sent
1.2 give to the Landlord within twenty-eight days of the completion
of the assignment full particulars thereof including the amount
of any consideration therefor
2. that the Assignee will from and after the date of the assignment to it
pay the rents reserved by the Lease on the days and in manner therein
provided and will perform and observe all the lessee's covenants in the
Lease contained or implied and that in case of default in such payment
of rent or in the performance or observance of such covenants as
aforesaid or any one or more of them then and in every such case the
42
<PAGE> 48
Assignor or the Personal Representative(s) of the Assignor will pay the
rents and observe and perform any covenant in respect whereof the
Assignee shall be in default as aforesaid PROVIDED ALWAYS and it is
hereby agreed that any neglect or forbearance of the Landlord in
endeavouring to obtain payment of the rents reserved by the Lease when
the same become payable or to enforce performance of the several
covenants on the lessee's part in the Lease contained or implied and any
time which may be given to the Assignee by the Landlord shall not
release or exonerate or in any way affect the liability of the Assignor
3. that if the Assignee shall cease to exist (whether by being struck off
the Register of Companies or otherwise) or shall go into liquidation
(otherwise than for the purpose of a reconstruction or amalgamation) or
being individuals or an individual is adjudicated bankrupt and the
liquidator or trustee in such bankruptcy as the case may be shall
disclaim the Lease or a Receiver shall abandon or in any other manner
terminate the Term or if the Landlord shall forfeit the Lease and if the
Landlord shall within six months after having actual notice that the
Assignee has ceased to exist or within six months after such disclaimer
abandonment termination or forfeiture by notice in writing require the
Assignor or his Personal Representative(s) to accept a lease of the
Premises for a term commencing on the day after the Assignee ceased to
exist or the day after any such disclaimer abandonment termination or
forfeiture and expiring on the day the Term is due to expire at the same
rents and under the like covenants and conditions as are reserved by and
contained in the Lease (the said new lease and rights and liabilities
thereunder to take effect as from the date of the said disclaimer
abandonment or termination) then and in such case the Assignor or his
Personal Representative(s) shall accept such lease accordingly and
execute a counterpart thereof and shall pay the Landlord's solicitors'
costs in connection. with the grant of such lease.
IN WITNESS whereof this instrument has been duly executed as a deed the day and
year first above written
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<PAGE> 49
THE SCHEDULE above referred to
Nature of document:
Date:
Parties: (1)
(2)
Term:
Premises:
The Sixth Schedule hereinbefore referred to
Agreement guaranteeing obligations in an AGA
THIS AGREEMENT is made the day of One thousand nine hundred
and ninety- BETWEEN
(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is at
Surrey Street in the City of Norwich ("the Landlord" which expression includes
the person in whom the reversion expectant on the determination of the Term
hereinafter defined is vested)
(2)
("the Surety")
WHEREAS:-
(1) By an, Authorised Guarantee Agreement dated ____________ and made
between the Landlord of the one part and ("the Assignor") of the other
part the Assignor has entered into obligations guaranteeing the
performance by its assignee of the obligations of the tenant under the
lease short particulars whereof appear in the Schedule hereto whereby
the premises ("the Premises") described in the said Schedule were
demised for the term of years ("the Term") mentioned in the said
Schedule
(2) By virtue of the obligations on the part of the Surety contained in the
Lease ("the Original Surety Covenants") the Surety has agreed to enter
into this agreement to
44
<PAGE> 50
guarantee the performance of the obligations on the part of the Assignor
as hereinafter appears
NOW THIS DEED WITNESSETH as follows:-
THE Surety hereby covenants with the Landlord:-
1. that the Assignor will perform and observe all the obligations on its
part contained in the Authorised Guarantee Agreement and that in case of
default in such performance or observance as aforesaid then and in any
such case the Surety or the Personal Representative(s) of the Surety
will observe and perform any covenant in respect whereof the Assignor
shall be in default as aforesaid and shall pay or make good to the
Landlord any losses damages costs or expenses incurred by the Landlord
as a consequence of such default PROVIDED ALWAYS and it is hereby agreed
that any neglect or forbearance of the Landlord in endeavouring to
enforce performance of the said obligations on the part of the Assignor
or any of them and any time which may be given to the Assignor by the
Landlord shall not release or exonerate or in any way affect the
liability of the Surety
2. that if the Assignor shall (either) be called upon under the terms of
the Authorised Guarantee Agreement to take up a lease of the Premises
(or) shall call for the grant to the Assignor of an overriding lease of
the Premises pursuant to the provisions of section 19 of the Landlord
and Tenant (Covenants) Act 1995 or any amendment or reenactment thereof
having similar effect then and in either such case the Surety shall
enter into covenants with the Landlord mutatis mutandis the same as the
Original Surety Covenants (to be contained either in such lease or in a
separate deed as the Landlord shall require in writing) guaranteeing the
performance of the obligations o the Assignor under such lease
IN WITNESS whereof this instrument has been duly executed as a deed the day and
year first above written
THE SCHEDULE above referred to
Nature of document:
Date:
45
<PAGE> 51
Parties: (1)
(2)
Term:
Premises:
The Seventh Schedule hereinbefore referred to
The Landlord shall on written request supply to the Tenant keys to enable the
Tenant to use the Demised Premises outside the hours referred to in clause 3.27
hereof (hereinafter called "the specified hours") on the following conditions:-
1. The keys supplied are to remain in the possession of senior personnel of
the Tenant whose names shall be notified to the Landlord in writing and
no further copies of the keys are to be made
2. The Tenant will use all reasonable endeavours to ensure that no
unauthorised person gains access to the Building during such times and
the Tenant has access outside the specified hours
3. The exterior doors to the Building are to be locked when the Building is
used outside the specified hours and upon leaving the Building all doors
are to be locked and the Building left secure
4. The Tenant will indemnify the Landlord from and against any claim
arising from or in connection with or caused by the use of the Building
outside the specified hours attributable to misuse or negligence by the
Tenant or other permitted occupiers of the Demised Premises
5. The Landlord reserves the right to withdraw the privilege to use the
Demised Premises outside the specified hours at any time in the event of
the Tenant being in breach of the conditions of this Schedule or Clause
3.21 hereof and thereupon the Tenant will return the keys to the
Landlord
6. The Tenant accepts that the use of the Building outside the specified
hours is entirely at its own risk
7. The Landlord will not undertake to provide heating lifts or other
services outside the specified hours but if any such services are used
then this will be entirely at the
46
<PAGE> 52
Tenant's own risk and it will reimburse the Landlord with any additional
expense incurred in the provision of services or any increased insurance
premium payable
8. The Tenant will advise the Landlord immediately should any of the said
keys be lost or misplaced and if such keys shall be lost or misplaced
and the Landlord considers it necessary to change the locks to the doors
of the Building then the cost incurred will be borne by the Tenant
9. On the expiration or sooner determination of this Lease for any reason
whatsoever or in the case of any assignment or underletting of the
Demised Premises the keys are to be returned forthwith to the Landlord
10. The Tenant will observe all requirements communicated to it on the
Landlord's behalf and comply with any reasonable regulations that the
Landlord may from time to time impose in connection with the use of the
Building outside the specified hours
THE COMMON SEAL of )
QUINTILES (UK) LIMITED )
was hereunto affixed in the ) [SEAL]
presence of:- )
Director
Secretary
THE COMMON SEAL of )
QUINTILES TRANSNATIONAL )
CORPORATION was hereunto ) [SEAL]
affixed in the presence of:- )
Director
Assistant Secretary
47
<PAGE> 53
<TABLE>
<S> <C>
1. DEFINITIONS 1
2. DEMISE 4
3. TENANT'S COVENANT'S 4
3.1 Rent 4
3.2 Rates and outgoings 4
3.3 Costs of Notices 5
3.4 Signboard 6
3.5 Entry by Landlord 7
3.6 Repair 7
3.7 Repairs after notice 8
3.8 Defects etc 9
3.9 Statutory Works 9
3.10 Observe rules and regulations 9
3.11 Decoration 9
3.12 Cleaning 9
3.13 Planning 10
3.14 Letting and sale notices 11
3.15 Notices 12
3.16 Telecommunications Act 1984 12
3.17 Alterations 12
3.18 User 13
3.19 Alienation 13
3.20 Lavatories 17
3.21 Nuisance 17
3.22 Obstruction 18
3.23 Floor loading 18
3.24 Auction 18
3.25 Machinery etc 18
3.26 Signs etc 18
</TABLE>
i
<PAGE> 54
<TABLE>
<S> <C>
3.27 Hours of use etc 18
3.28 Not to leave premises vacant 19
3.29 Lifts 19
3.30 Not to invalidate insurance 19
3.31 Air-conditioning/cooling system 19
3.32 Car Park 19
4. LANDLORD'S COVENANTS 20
4.1 Repair 20
4.2 Insurance 21
4.3 Quiet enjoyment 22
4.4 Services 22
5. PROVISOS 22
5.1 Re-entry 22
5.2 Liability on Covenants 23
5.3 Lifts 23
5.4 Light and air 23
5.5 Service of notices 24
5.6 Disputes 24
5.7 Compensation 24
5.8 Interest on arrears 24
5.9 VAT 24
5.10 Abandoned Property 25
5.11 Managing Agents 26
5.12 Car Park 26
5.13 Tenant's option to determine 26
5.14 Headings 27
6. SURETY 27
7. AGREEMENT FOR LEASE 29
The First Schedule hereinbefore referred to 29
</TABLE>
ii
<PAGE> 55
<TABLE>
<S> <C>
Rights granted to the Tenant 29
The Second Schedule hereinbefore referred to 30
Exceptions and Reservations 30
The Third Schedule hereinbefore referred to 31
Rent Review 31
The Fourth Schedule hereinbefore referred to 34
The Fifth Schedule hereinbefore referred to 41
Authorised Guarantee Agreement 41
The Sixth Schedule hereinbefore referred to 44
Agreement guaranteeing obligations in an AGA 44
The Seventh Schedule hereinbefore referred to 46
</TABLE>
iii