1
DATED 1994
_______________________________________________________________________
BAKER HUGHES LIMITED (1)
NAVSTAR SYSTEMS.LIMITED (2)
SYMMETRICOM INC (3)
_______________________________________________________________________
UNDERLEASE
of
Premises at Mansard Close
Westgate Interchange Estate
Northampton
_______________________________________________________________________
Osborne Clarke
30 Queen Charlotte Street
Bristol BS99 7QQ
78/3580l4
PARTICULARS
1. DATE OF THIS DEED day Of 1994
2. LEASE OR UNDERLEASE UNDERLEASE
3. LANDLORD BAKER HUGHES LIMITED (Company
Number 1388658) whose registered
office is at Hammersley House 5-8
Warwick Street London WlR 5RA
4. TENANT NAVSTAR SYSTEMS LIMITED (Company
Number 2801218 ) whose registered
office is at 3 The Billings
Walnut Tree Close Guildford Surrey
5. SURETY SYMMETRICOM INC whose registered
office is at 85 West Tasman Drive
San Jose, California 95134-1703
6. SITE premises at Mansard Close Westgate
Interchange Estate Northampton as
shown edged blue on the annexed plan
7. DEMISED PREMISES premises at the site as shown edged
red on the annexed plan
8. DATE OF COMMENCEMENT
OF TERM 5th day of April 1994
9. LENGTH OF TERM 10 years
10. EXPIRY DATE OF TERM 4th day of April 2004
11. RENT(S) as they may be
reviewed under the Third
Schedule 72,000 pounds per annum
12. RENT COMMENCEMENT DATE 5th day of October 1994
13. RENT REVIEW DATE 29th September 1995 and 29th
September 2000
14. USER Any use falling within Class III
and/or Class X of the Town and
Country Planning (Use Classes) Order
1972
15. HEAD LEASE means a Lease of the Site dated the
19th December 1985 made between
Strathclyde Regional Council (1) and
the Landlord (then called Baker
International Limited) and
references herein to superior leases
shall include the Head Lease
16. HEAD LANDLORD means any person from time to time
entitled (whether immediately or
not) to the reversion expectant on
the determination of the term
granted by the Head Lease and
references herein to superior
landlord shall include the Head
Landlord
17. SCHEDULE OF CONDITION means a schedule of the condition of
the Demised Premises and the Common
Parts agreed between the Landlord
and the Tenant's respective
surveyors and annexed hereto
THIS LEASE made on the date stated in the Particulars B E T W E E N
(1) the Landlord specified in the Particulars ("the Landlord")
(2) the Tenant specified in the Particulars ("the Tenant")
WITNESSES:-
1. Definitions
___________
IN this Lease the following expressions (where the context so admits)
shall have the following meanings:-
"the Particulars" The details on the preceding pages
headed "Particulars"
"the Plan" The plan or plans specified in the
Particulars
"the Term" The term mentioned in the
Particulars
"the Termination Date" The date of expiration or sooner
determination of the Term
"the Demised Premises" The whole and every part of the land
described in the Particulars
together with everything for the
time being on the land and/or
appurtenant to it (excluding any
tenants fixtures and fittings and
any matters the property of
statutory undertakings) provided
that the wall separating the
said premises from the adjoining
building on the Site shall be
included only to the extent of the
median line thereof
"Conduit" Any sewers drains pipe wires ducts
cables and other conducting media or
other thing within the Demised
Premises by means of which gas
electricity water soil or any other
facility service or matter may pass
"Requisite Notice" A notice in writing to the Tenant
forty eight hours before any entry
is made on the Demised Premises or
such notice to the Landlord before
any entry is made on the Site (as
the case may be) PROVIDED THAT in
the case of an emergency no notice
shall be required
"the Insured Risks" The risks insured against under
Clause 4.1
"Landlord" shall include the person entitled
for the time being to the reversion
of this Lease
"Tenant" shall (unless the context otherwise
admits) include the Tenant's
successors in title and if it is an
individual his personal
representatives
"Surety" shall include if it is an individual
his personal representatives
"Interest" Interest at the rate of 3% above
Bank of Scotland Base Rate for the
time being payable on any monies due
and payable by the Tenant to the
Landlord (if due payment is not made
by the Tenant within 14 days of
demand) from the date of demand by
the Landlord until the date of
payment to the Landlord
"Act" Shall mean every Act of Parliament
(whether specifically named herein
or not) which may be relevant to the
Demised Premises its user or
anything on the Demised Premises the
persons employed thereon or having
recourse thereto whether or not in
force at the date hereof and shall
include any statutory re-enactment
or modification thereof and any
order regulation directive bye law
rule consent or licence granted or
required thereunder or by any Public
or local authority or by any court
of competent jurisdiction
"Common Parts" shall mean all ways passages roads
pavements sewers drains sanitary
apparatus pipes gutters watercourses
walls structures fences and other
conveniences which shall belong to
or be used by or in connection with
the Demised Premises in common with
the remainder of the Site and other
premises near or adjoining thereto
2. IN THIS LEASE
_____________
2.1. The details and descriptions appearing in the Particulars
shall be included and form part of the Lease
2.2. If there shall be more than one person included in the
expression "Tenant" or "Surety" the covenants by them shall
be joint and several
2.3. Where any act is prohibited the Tenant shall not allow or
suffer such act to be done
2.4. Where the Landlord or any other person exercises any rights
to enter the Demised Premises under this Lease unless
specifically provided herein to the contrary the person
exercising such right will forthwith make good any damage
caused to the Demised Premises but neither such person nor
the Landlord shall be liable for any other compensation
3. DEMISE
______
THE Landlord DEMISES to the Tenant ALL THOSE the Demised Premises
TOGETHER with so far as the Landlord has title to grant the same the
easements and rights specified in the First Schedule EXCEPTING AND
RESERVING to the Landlord the rights and easements specified in the
Second Schedule TO HOLD the Demised Premises to the Tenant from and
including the Date of Commencement of Term for the Term SUBJECT to all
rights easements privileges restrictions and stipulations of whatever
nature and other matters referred to in the documents (if any) specified
in the Fifth Schedule YIELDING AND PAYING
3.1. yearly and proportionately for any fraction of a year from
and including the Rent Commencement Date the rents specified
in Clause 11 of the Particulars and from and including each
of the rent review dates referred to in the Particulars such
other rent as may become payable under the provisions of the
Third Schedule to be paid (by bankers order if the Landlord
so requires) by equal quarterly payments in advance on the
usual quarter days in every year the first such payment to
be made today and to be in respect of the period from and
including the Rent Commencement Date to the quarter day
following whichever is the later of today's date and the
Rent Commencement Date save that for the purposes of this
Clause 3.1 for the period from the first rent review date
until the fifth anniversary of the date hereof the Tenant
shall pay the rent specified in the Particulars instead of
the reviewed rent
3.2. the insurance rent as determined pursuant to Clause 4 hereof
and Interest and all other sums whatsoever as shall become
payable by the Tenant to the Landlord under the provisions
of this Lease which are all hereby reserved as rent
3.3. on demand as further or additional rent a due proportion (to
be reasonably determined by the Landlord) of the reasonable
costs and expenses properly incurred (including those
required under or by virtue of any Act of Parliament or
local Bye-Law or any enactment or statutory instrument for
the time being in force or by any competent public or local
authority or otherwise) of repairing maintaining rebuilding
lighting and cleansing all Common Parts and to keep the
Landlord indemnified against all such reasonable costs and
expenses as aforesaid and all reasonable costs and fees of
professional advisers reasonably and properly incurred in
connection therewith PROVIDED THAT the Tenant shall not be
obliged or be liable to pay a due proportion of the costs
and expenses of:-
3 3.1. putting and keeping the Common Parts in any
better condition than that shown in the Schedule
of Condition
3.3.2. or remedying any damage to the Common Parts due
to any defect or deterioration in the Common Parts
which is the direct or indirect result of any
fault in the initial design the siting or the
method of construction of the Common Parts or
any part or parts thereof
4. INSURANCE
_________
4.1. Subject to the Tenant paying the premium in accordance with
the provisions of this clause the Landlord hereby covenants
with the Tenant that the Landlord will procure the insurance
of the Demised Premises and the remaining part or parts of
the Site subject to such excesses exclusions or limitations
as the Head Landlord or its Insurers require in such
reputable insurance office or with such underwriters and
through such agency as the Head Landlord may from time to
time decide in the full reinstatement value of the Demised
Premises or such higher value as the Tenant may reasonably
require including Architects and Surveyors and other
professional fees and incidental expenses against:-
4.1.1. Loss or damage by fire explosion storm tempest
(including lightning) flood burst pipes impact
and (in peacetime) aircraft and articles dropped
therefrom riot civil commotion and malicious
damage and such other risks which the Landlord
may from time to time deem necessary or such
other risks against which insurance has been
effected
4.1.2. Public Liability of the Landlord and the Head
Landlord arising out of or in connection with any
matter involving or relating to the Demised
Premises and the remaining part or parts of the
Site
4.1.3. The loss of rent payable under this Lease from
time to time (having regard to any review of rent
which may become due under this Lease) for three
years or such longer period as the Head Landlord
may from time to time reasonably consider to be
sufficient for the purposes of planning and
carrying out any such reinstatement
4.2. The Tenant shall pay to the Landlord on demand the amount of
the premium for insuring the Demised Premises against the
Insured Risks from the Date of Commencement of Term as
reasonably determined by the Landlord
4.3. At the reasonable request of the Tenant the Landlord will
produce evidence of such insurance and of the payment of the
last premium
4.4. If any part of the Demised Premises or any part of the Site
over which rights are granted to the Tenant is damaged by
any of the Insured Risks and becomes unfit for occupation
and use and the policy or policies of insurance shall not
have been vitiated or payment refused in whole or part as a
result of some act or default of the Tenant then the rents
or a fair proportion of the rents according to the nature
and extent of the damage shall be suspended until the
Demised Premises or such parts of the Common Parts shall be
fit for occupation and use or accessible and the Landlord
shall forthwith repay to the Tenant any rent paid in advance
in respect of a period after the date of such destruction or
damage and any dispute regarding the cesser of rent shall be
referred to a single arbitrator to be appointed in default
of agreement upon the application of either party by the
President for the time being of the Royal Institution of
Chartered Surveyors under the Arbitration
Acts 1950 to 1979
4.4.1. If the Demised Premises or any part of the Site
over which rights are granted to the Tenant are
damaged by any of the Insured Risks then unless
payment of the insurance monies shall be refused
in whole or part by reason of any act or default
of the Tenant or anyone under its control and the
Tenant does not comply with Clause 4.4.2. hereof
and subject to the Head Landlord being able to
obtain all necessary consents the Landlord hereby
covenants with the Tenant that the Landlord will
use all reasonable endeavours to ensure that the
Head Landlord lays out the proceeds of such
insurance in reinstating the Demised Premises and
any part of the Site over which rights are granted
to the Tenant and the Tenant will pay to the
Landlord on demand with Interest (if appropriate)
the amount equivalent to any excess which may be
applicable to such insurance
4.4.2. If the payment of any insurance monies is refused
in whole or in part as provided in Clause 4.4.1 by
any act or default of the Tenant or anyone under
its control then the Tenant will pay to the
Landlord on demand and with Interest (if
appropriate) the amount so refused
4.5. The Tenant will not do anything which may prejudice any
policy of insurance for the time being in force in respect
of any part of the Demised Premises or any part of the Site
over which rights are granted to the Tenant or which may
result in such insurance becoming void or voidable or the
rate of premium under such insurances being increased
(unless previously authorised by the Landlord the Head
Landlord and the insurers and the Tenant shall elect to
pay the increased premium) and the Tenant will at all
times comply with all requirements of the insurers of the
Demised Premises
4.6. The Tenant will keep the Demised Premises supplied with such
fire fighting equipment as the insurers of the Demised
Premises and the competent Fire Authority may require or
as the Landlord may reasonably require and maintain such
equipment to the satisfaction of all such persons
4.7. The Tenant will not store especially inflammable or
explosive substances or goods at the Demised Premises or
obstruct the access to any fire fighting equipment or the
means of escape from or over the Demised Premises and in the
event of anything happening which might affect any insurance
policy relating to the Demised Premises forthwith to give
notice to the Landlord
4.8. The Tenant will insure in the joint names of the Landlord
the Head Landlord and the Tenant all plate glass (if any) in
the Demised Premises against breakage or damage in its full
reinstatement value for the time being with an insurance
office or underwriters approved in writing by the Landlord
(such approval not to be unreasonably refused or delayed)
and will produce to the Landlord on demand (but not more
than once in any period of twelve months) evidence of such
insurance and the payment of the current years premium and
all monies received from such insurance shall be laid
out as soon as possible in reinstating the plate glass and
any deficiency will be made up from the Tenants own monies
and subject hereto the Tenant will not effect any insurance
over the Demised Premises in respect of any of the Insured
Risks
4.9. The Tenant will on demand repay to the Landlord the
reasonable and proper costs incurred in obtaining valuations
of the Demised Premises for insurance purposes from time to
time but no more frequently than once every three years
5. TENANT'S OBLIGATIONS
____________________
THE Tenant COVENANTS with the Landlord:
5.1. Rents
To pay the rents reserved by this Lease without deduction in
accordance with its terms and in the event that any rent
shall be unpaid for more than fourteen days after the due
date (and in the case only of the rent reserved by Clause
3.1 hereof whether formally demanded or not) to pay
Interest
5.2. 5.2.1. Repair and Decoration
_____________________
Subject to the provisions of Clause 5.2.6 at all
times to repair and to keep the Demised Premises
in good and substantial repair and condition free
from all defects and to yield up the same at the
Termination Date in accordance with the covenants
by the Tenant contained in this Lease (damage by
any of the Insured Risks excepted unless payment
of the insurance moneys shall be withheld in whole
or in part by reason solely or in part of any act
or default of the Tenant its servants or agents)
PROVIDED THAT the Tenant shall not be obliged to
put or keep the Demised Premises in any better
condition than as set out in the Schedule of
Condition
5.2.2. To keep the Demised Premises (including any part
unbuilt on) and all conduits in a clean and tidy
condition and properly cleansed and free from
obstruction and in particular to clean all the
windows (both inside and out) and all other glass
in the Demised Premises monthly
5.2.3. Decoration
__________
Without prejudice to the generality of the
foregoing
5.2.3.1. during the first year and every
succeeding third year and in the last
six months of the Term (PROVIDED THAT
the Tenant shall not be liable so to
do more frequently than once every 24
months) to paint and otherwise treat
as the case may be all the outside of
the Demised Premises usually so
treated in a workmanlike manner to the
reasonable satisfaction of the Head
Landlord in colours to be approved by
the Head Landlord AND as often as in
the reasonable opinion of the Landlord
may be necessary and in any event
during the last three months of the
Term to clean all external surfaces of
the Demised Premises and to repoint
any brickwork
5.2.3.2. during the second year and every
succeeding fifth year and in the last
six months of the Term (Provided That
the Tenant shall not be liable so to
do more frequently than once every
twenty four months) to paint and
otherwise treat as the case may be all
the inside wood and metal work of the
Demised Premises usually painted or
otherwise treated in a workmanlike
manner to the reasonable satisfaction
of the Landlord and also clean all
other inside parts of the Demised
Premises and to paint or paper in a
workmanlike manner all walls and
ceilings of the Demised Premises
usually painted or papered as the
case may be such decorations in the
last three months of the Term to be
executed in such colours patterns and
materials as the Head Landlord may
require
5.2.3.3. Where painting is required under any
of the preceding paragraphs in the
case of exterior painting it shall
consist of a priming coat and three
coats of good quality paint and in
the case of interior painting three
coats of good quality paint and in
every case materials of good quality
only shall be used
5.2.4. To repair or replace forthwith by new articles of
similar kind and quality any fixtures fittings or
plant or equipment (other than tenants or trade
fixtures and fittings) in the Demised Premises
which shall become in need of repair or
replacement
5.2.5. To keep any part of the Demised Premises which
may not be built upon adequately surfaced in
good condition properly mowed (if grass) and
free from weeds and all lanascaped areas
properly cultivated
5.2.6. The Tenant's liability to keep the Demised
Premises in good and substantial repair and
condition shall not apply to damage due to any
defects or deterioration in the Demised Premises
which is the direct or indirect result of any
fault in the initial design the siting or the
method of construction of the Demised Premises
and/or the building or any part or parts thereof
5.3. Alterations and additions
_________________________
5.3.1. That no new building or new structure of any kind
shall at any time be erected upon any part of the
Demised Premises
5.3.2. Not to make any internal or external alterations
or additions to any part of the Demised Premises and
not to cut maim or remove structural parts of the
Demised Premises and not to make any change in the
existing design or appearance of the Demised Premises
PROVIDED ALWAYS that the Tenant may with the prior
written consent of the Landlord (such consent not to
be unreasonably withheld or delayed) carry out
internal non-structural alterations to any buildings
for the time being erected on the Demised Premises
5.4. User
_____
At all times during the said term to use the Demised
Premises for the User specified in the Particulars and
not to use the same or any part for any other purpose
5.5. Alienation
__________
5.5.1. Not to assign charge or underlet or part with or
share the possession or occupation of any part or
parts (as distinct from the whole) of the Demised
Premises and not to agree so to do
5.5.2. Not to underlet part with or share possession of the
whole of the Demised Premises or agree so to do or
permit anyperson to occupy the same save by way
of an assignment of the whole of the Demised
Premises in accordance with theprovisions
hereinafter contained
5.5.3. Without prejudice to the foregoing provisions of
this sub-clause not to assign or charge the whole
of the Demised Premises without the previous written
consent of the Landlord such consent not to be
unreasonably withheld or delayed
5.5.4. On any assignment to procure that the Assignee
enters into a covenant with the Landlord to pay
the rents reserved byand perform and observe the
covenants on the part of the Tenant contained in
this Deed
5.5.5. If the Landlord shall reasonably so require to
obtain acceptable Guarantors for any person to
whom this Lease is to be assigned who shall covenant
with the Landlord in the terms (mutatis mutandis)
set out in the Fourth Schedule hereto
5.5.6. Not to vary the terms of or accept any surrender of
any underlease permitted under this clause (or agree
so to do) without the Head Landlord's and the
Landlord's written consent (such consent not to be
unreasonably withheld or delayed)
5.5.7. Within one month after the transmission of any
interest under this Lease or derivative on it or
the execution of any document dealing with such
interest to produce to and leave with the Landlord
the Deed instrument or other document evidencing or
effecting such dealing or transmission together with
the Landlord's registration fee of 20 and with such
reasonable registration fee as the Head Landlord may
require PROVIDED THAT registration of any such deed
instrument or other document shall be evidence of
notification of such transaction to the Landlord but
shall not require the Landlord to consider the terms
of such transaction or of the said deed instrument or
other document and shall not be evidence that it has
done so
5.6. Entry
_____
5.6.1. To permit the Landlord and all persons authorised
by it at all reasonable times upon Requisite
Notice to enter upon the Demised Premises:
5.6.1.1. to examine their condition and to take
schedules of repairs and the like and
inventories of and fittings plant and
machinery
5.6.1.2. to execute any works of construction
repair decoration or of any other
nature on any adjoining or
neighbouring premises and to carry
out any repairs decorations or other
work which the Landlord must or may
carry out under the provisions of this
Lease upon or to the Demised Premises
5.6.1.3. for any other reasonable and proper
purpose connected with the interest of
the Landlord in the Demised Premises
including (without prejudice to the
generality of the foregoing) for the
purpose of valuing or disposing of any
interest of the Landlord or any
superior landlord or doing anything
which may be reasonably necessary to
prevent a forfeiture of any superior
lease for the time being affecting the
Demised Premises
5.6.1.4. in the last six months of the Term to
affix a sign or signs indicating that
the Demised Premises are to let unless
the Tenant enjoys a statutory right to
renew this Lease
5.6.1.5. The person or persons exercising the
right of entry contained in this
Clause 5.6.1. shall cause as little
interference with the Tenant's use
and/or enjoyment of the Demised
Premises and/or the Tenant's business
as reasonably possible and forthwith
make good all damage thereby caused to
the reasonable satisfaction of the
Tenant and the right of entry is
subject thereto
5.6.2. If as a result of an inspection or otherwise the
Landlord becomes aware of any breaches of covenant
by the Tenant hereunder the Landlord may give notice
in writing thereof to the Tenant and within two
months after every such notice or sooner if
reasonably required the Tenant shall remedy such
breach of covenant in accordance with such notice
and the covenants contained in this Lease to the
reasonable satisfaction of the Landlord AND if the
Tenant shall fail within two months of such notice
or immediately in case of emergency to commence and
to diligently and expeditiously continue to comply
with such notice or if the Tenant shall at any time
make default in the performance of any of the
covenants contained in this Lease for or relating
to the repair decoration or maintenance of the
Demised Premises then (without prejudice to the
right or re-entry and forfeiture hereinafter
contained) the Landlord may enter upon the Demised
Premises pursuant to and subject to the provisions
of Clause 5.6.1 hereof and carry out or cause to be
carried out all or any of the works referred to in
such notice or remedy the default of the Tenant and
in such circumstances the Landlord shall be under
no liability to make good any damage whatsoever
and all reasonable costs of all such works and all
expenses properly incurred in remedying such
defaults in each case together with Interest (if
applicable) shall be paid by the Tenant to the
Landlord on demand
5.7. Town and Country Planning Acts and Acts Generally
_________________________________________________
5.7.1. To comply with al1 Acts (including without
prejudice to the generality of the foregoing the
Town and Country Planning Acts 1971 to 1991)
5.7.2. At its expense to obtain from the appropriate
authorities all licences consents and permissions
as may be required for the carrying out by the
Tenant of any operations or use on any part of the
Demised Premises
5.7.3. Not to make any application for planning permission
without first producing a copy of the same and
obtaining the prior written consent of the Landlord
to such application which consent shall not be
unreasonably withheld or delayed
5.7.4. 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 addition or change of use 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
being satisfactory to it such acknowledgement
(subject to the proviso contained in this sub-
clause) not to be unreasonably withheld or delayed
PROVIDED ALWAYS that the Landlord may refuse so to
express its satisfaction with any such planning
permission on the ground that the period thereof
or anything contained therein or omitted therefrom
in the reasonable opinion of the Head Landlord or
its Surveyor would be or be likely to be prejudicial
to the Head Landlords interest in the Demised
Premises whether during the said term or following
the expiration thereof or likely to involve the Head
Landlord in liability to Development Land Tax or
any similar or substituted tax or charge on
development gains
5.7.5. Unless the Landlord shall otherwise in writing
direct to carry out before the Termination Date
any works stipulated to be carried out to the
Demised Premises as a condition of any planning
permission which may have been granted during the
Term and implemented by the Tenant or any other
person whether or not the date by which the
planning permission requires such works to be
carried out falls within the Term
5.7.6. In any case where a Planning Permission granted
is granted subject to conditions and if the Head
Landlord reasonably so requires to provide
reasonable security for the compliance with such
conditions and such planning permission shall not
be implemented until such security shall have been
provided
5.7.7. If reasonably required by the Landlord but at
the cost of the Tenant to appeal to the Secretary
of State against any refusal of planning permission
or the imposition of any conditions on a planning
permission in either case made pursuant to an
application therefor under this sub-clause PROVIDED
THAT the Tenant shall not be obliged to appeal
against the decision of the Secretary of State
5.7.8. Within seven days of the receipt of notice thereof
to give full particulars to the Landlord of any
permission notice order or proposal relevant to
the Demised Premises or to the use thereof given to
the Tenant or the occupier of the Demised Premises
(together with a copy of any notice permission
letter or document) under the Planning Acts or any
Act and without delay to take all necessary steps
to comply therewith with the written approval of
the Landlord (such approval not to be unreasonably
withheld or delayed) and also at the request of the
Landlord to make or join with the Landlord in making
such objections and representations against or in
respect of any such notice order or proposal as
aforesaid as the Landlord shall reasonably require
the cost of which is to be shared equally between
the Landlord and the Tenant
5.8. Outgoings Costs and Fees
________________________
5.8.1. To pay and discharge all existing and future rates
taxes duties charges assessments impositions and
outgoings whatsoever and whether or not of a non-
recurring nature (hereinafter called "outgoings")
which now are or may be charged levied assessed or
imposed upon the Demised Premises or upon the owner
or occupier thereof and to pay bear and discharge
the proportion properly attributable to the Demised
Premises of any outgoings as may be charged levied
assessed or imposed upon any premises of which the
Demised Premises form part (such proportion to be
reasonably determined by the Surveyor for the time
being to the Landlord) and not to make any claim
for relief against outgoings payable in respect of
the Demised Premises without the Landlords prior
written consent such consent not to be unreasonably
withheld or delayed
5.8.2. To pay to the Landlord all costs charges and
expenses(including professional advisers costs and
fees) incurred by any superior Landlord and/or
reasonably and properly incurred by the Landlord
5.8.2.1. In or in contemplation of any proceedings
under Sections 146 or 147 of the Law of
Property Act 1925 including the
preparation and service of notice
thereunder (notwithstanding forfeiture
is avoided otherwise than by relief
granted by the Court)
5.8.2.2. In the preparation and service of a
Schedule of Dilapidations at any time
during the Term or within three months
after the Term expires
5.8.2.3. In respect of any application for
consent required by this Lease whether
or not such consent be granted
5.8.3. If any payments of rent or otherwise are to be made
by the Tenant under this Lease (hereafter in this
clause called "the Payments") to the Landlord or
any person on the Landlord's behalf the Tenant
shall pay by way of further rent any Value Added
Tax which is or may become payable in respect of
the Payments together with Interest unless in the
case of third party costs charges and expenses the
same are recoverable by the Landlord as Input Tax
and irrecoverable by the Tenant Provided Always
that wherever appropriate the person to whom the
Payments are made shall as a condition of payment
supply the Tenant with the appropriate V.A.T.
invoice
5.9. General Requirement concerning use
__________________________________
5.9.1. Not to use any part of the Demised Premises for any
noxious noisy or offensive trade or business or
for any illegal or immoral act or purpose nor for
any sale by auction and not to commit any nuisance
or do anything which may be or become an
inconvenience or cause damage or disturbance to the
Landlord or any other person PROVIDED THAT this
shall not restrict or prohibit the Tenant using
the Demised Premises for the User authorised herein
5.9.2. Not to allow empty containers or rubbish of any
description to accumulate upon the Demised
Premises nor to discharge into any Conduit any
deleterious matter or any substance which might be
or become a source of danger or injury to the
drainage system of the Demised Premises or any
other property or person
5.9.3. Not to use any part of the Demised Premises in
such manner as to subject it to any strain or
interference which is not reasonable or is in
excess of that which the Demised Premises were
designed to bear and not to install machinery on
the Demised Premises which shall be unduly noisy
or cause vibration
5.9.4. Not to do anything on the Demised Premises which
might reasonably be expected to produce directly or
indirectly corrosive fumes or vapours or moisture
or humidity in excess of that which the Demised
Premises were designed to bear and are otherwise
reasonable
5.9.5. Not to erect or display any mast or pole flag
signboard advertisement inscription bill placard
or sign whatsoever on the Demised Premises or the
windows thereof so as to be seen from the exterior
without the previous written consent of the Landlord
which shall not be unreasonably withheld or delayed
in respect of a sign stating the Tenant's name and
business or profession (such sign if the Landlord so
requires to be removed and any damage caused thereby
made good by the Tenant at the Termination Date)
5.9.6. To comply with all reasonable regulations made by
the Landlord (in the interest of good estate
management) or the Head Landlord from time to time
for the management of the Demised Premises and/or
any land or premises used or to be used in common or
jointly with any other person
5.9.7. Not to load or unload any vehicle unless the vehicle
shall be in a loading area provided for that purpose
and not to obstruct or damage any access ways roads
or landscaped areas in or leading to the Demised
Premises
5.9.8. To give written notice to the Landlord of any defect
in the Demised Premises which might give rise to an
obligation on the Landlord to do or refrain from
doing any act or thing in order to comply with the
duty of care imposed on the Landlord pursuant to the
Defective Premises Act 1972 and at all times to
display and maintain all notices which the Tenant
is from time to time required under the provisions
of any Act to display at the Demised Premises or the
Head Landlord reasonably requires to be so displayed
5.9.9. Not to stop up or paint out any windows at the
Demised Premises and not to permit any encroachment
upon the Demised Premises or the acquisition of any
new right to light passage drainage or other
easement over any part of the Demised Premises and
to give immediate written notice to the Landlord of
any threat of such encroachment or acquisition and
at the Landlord's written request to take such
action as the Landlord may reasonably require to
prevent such encroachment or acquisition
5.10. New Guarantor
_____________
Within fourteen days of the death during the Term of any
person who has or shall have guaranteed to the Landlord the
Tenants obligations contained in this lease or of such person
becoming bankrupt or having a Receiving Order made against
him or being a Company passing a Resolution to wind up or
entering into liquidation (other than for the purpose of
reconstruction or amalgamation whilst solvent) then to give
notice thereof to the Landlord and if so required by the
Landlord at the expense of the Tenant within twenty eight
days to procure some other person acceptable to the Landlord
to execute a Guarantee in respect of the Tenants obligations
contained in this lease in the form set out in the Fourth
Schedule hereto
5.11. Superior Interests
__________________
If this lease shall at any time be an underlease:
5.11.1. Any provision for consent or approval of the
Landlord shall be deemed to be subject to the
consent or approval of all superior landlords
and the costs and expenses of obtaining such
consents (whether or not consent is forthcoming)
shall be repaid by the Tenant to the Landlord on
demand
5.11.2. To comply with all the Tenants covenants contained
in the Head Lease so far as they relate to the
Demised Premises (but not those expressly assumed
by the Landlord in this Lease or the covenant
contained in clause 5.2.3.1 of the Head lease])
5.12 Indemnity
_________
The Tenant will keep the Landlord fully indemnified against
all damages losses reasonable costs expenses proceedings and
liabilities purposes properly arising directly or indirectly
out of the existence state of repair or user of the Demised
Premises any breach of the Tenants covenants herein contained
or any failure to comply with the Planning Acts or any other
Act and against any liability for any tax levy charge or
other fiscal imposition of whatsoever nature including
penalties and interest on overdue tax (and penalties for
failure to give appropriate notices and information as
properly required under the provision of any Acts) for which
the Landlord shall be liable as a result of any material
development carried out by or on behalf of the Tenant on the
Demised Premises and shall on demand pay to the Landlord the
amount of any such sum and (if applicable) Interest PROVIDED
THAT this clause shall not impose upon the Tenant a greater
liability to keep the Demised Premises in good and
substantial repair and condition than that imposed by clause
5.2 hereof
6. THE Landlord COVENANTS with the Tenant as follows:-
6.1. Quiet Enjoyment
_______________
That the Tenant paying the rents hereby reserved and
observing and performing its covenants and conditions
contained in this Lease may peaceably and quietly hold and
enjoy the Demised Premises without any lawful interruption
by the Landlord or any person rightfully claiming through
under or in trust for it
6.2. To pay the rents reserved by any superior lease (including
the Head Lease) for the time being in force on the due dates
for payment thereof and to observe and perform all the
covenants on its part contained in any superior lease
(including the Head Lease) insofar as the same are not to
be observed and performed by the Tenant in accordance with
the provisions of this Lease
6.3. To take reasonable and necessary steps to ensure that the
Head Landlord complies with the covenants and agreements
on its part contained in the Head Lease to enable the
Tenant to have the continued use and enjoyment and benefit
of all the obligations contained in such covenants and
agreements during the Term so far as such covenants and
agreements relate or to affect the Demised Premises
6.4. Subject to the Tenant paying to the Landlord the sums due in
accordance with Clause 3.3 hereof to keep the Common Parts
and all fixtures and fittings therein and additions thereto
in a good state of repair and decoration and condition
including renewal and replacement of all worn and damaged
parts including in particular but without prejudice to the
generality of the foregoing to maintain the surface or any
roads and pavements and keeps the same properly lit PROVIDED
THAT the Landlord shall act fairly and reasonably in carrying
out its obligations hereunder at all times and shall manage
and maintain the Common Parts economically and efficiently
and in the interests of good estate management
6.5. That the Landlord will forthwith following the destruction or
damage of the Demised Premises or the Common Parts due to
any defect or deterioration in the Demised Premises or Common
Parts which is the direct or indirect result of any fault in
the initial design the siting or the method of the
construction of the Demised Premises or the Common Parts
and/or the building or any part or parts thereof use all
reasonable endeavours to reinstate and/or rebuild the
Demised Premises or the Common Parts
6.6. That the Landlord will use all reasonable endeavours
following destruction or damage to the Demised Premises or
the Common Parts without delay to obtain all necessary
consents and approvals to enable the reinstatement and/or
rebuilding to be carried out.
6.7. That the Landlord will at all times repair and keep the
remainder of the site in good and substantial repair and
condition.
7. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:
7.1. Re-entry
________
Notwithstanding and without prejudice to any other remedies
and powers herein contained or otherwise available to the
Landlord if the rents hereby reserved or any part thereof
shall be unpaid for twenty eight days after becoming payable
whether formally demanded or not or if any covenant on the
Tenant's part or condition contained in this Lease shall not
be performed or observed or if the Tenant for the time being
(being a Company) shall enter into liquidation whether
compulsory or voluntary (save for the purpose of
reconstruction or amalgamation whilst solvent) or pass a
resolution for winding up (save as aforesaid) or suffer a
Receiver to be appointed or being an individual or being more
than one individual any one of them shall have a Receiving
Order made against him or become bankrupt or if the Tenant
(or if there shall be more than one Tenant any of them) shall
enter into composition with their or his creditors then and
in any such case it shall be lawful for the Landlord at any
time thereafter to re-enter upon the Demised Premises or any
part thereof in the name of the whole and thereupon this
demise shall absolutely determine but without prejudice to
any right of action or remedy of the Landlord in respect of
any breach non-observance or non-performance of any of the
Tenant's covenants or any condition herein contained
7.2. Service of Notices
__________________
7.2.1. Any demand or notice to be served on the Tenant or
any Surety hereunder shall be validly served if sent
by first class post addressed to the Tenant or the
Surety respectively at its registered office or its
last known address or at the Demised Premises
7.2.2. Any notice to be served on the Landlord shall be
validly served if sent by first class post addressed
to the Landlord at its registered office
7.3. Adjoining land
______________
Nothing in this Lease shall prevent the Landlord and all
persons authorised by it without requiring any consent
from or making any compensation to the Tenant dealing as
it or they may think fit with any land or buildings
adjacent or near to the Demised Premises and erecting or
suffering to be erected on any part of such land any
buildings or structures whatsoever and making any
alterations or additions and carrying out any demolition
or rebuilding whatsoever which it or they may think fit
subject to such buildings alterations or additions not
affecting or diminishing the light or air or any right
and easement specified in the First Schedule hereto which
may now or at any time during the Term be enjoyed by the
Demised Premises
7.4. No liability in damages
_______________________
The Head Landlord shall not in any circumstances incur any
liability in respect of damage to person or property or
otherwise howsoever by reason of any act neglect default
or misfeasance of the Head Landlord or their servants
employees agents or independent contractors or by reason
of any accidental damage which may at any time be done
to the Demised Premises or to any of the goods persons or
property of the Tenant or any other person in performance
of any services for the Tenant at the Tenant's request
7.5. Failure to Perform Obligation
_____________________________
The Landlord shall not in any event be liable to the
Tenant in respect of any failure of the Landlord to
perform any of its obligations to the Tenant hereunder
whether expressed or implied (other than those contained
in Clause 4 hereof) unless the Tenant has so notified the
Landlord and the Landlord has failed within a reasonable
time to remedy the same
7.6. Statutory Compensation
______________________
Except where any statutory provision prohibits the Tenant's
right to compensation being reduced or excluded by agreement
the Tenant shall not be entitled to claim from the Landlord
on quitting the Demised Premises or any part thereof any
compensation under the Landlord and Tenant Act 1954
7.7. Exclusion of Riqhts not Granted
_______________________________
Nothing herein contained shall operate expressly or impliedly
to confer upon or grant to the Tenant any easement right
or privilege other than those expressly hereby granted and
set out in the First Schedule hereto
7.8. If Navstar Systems Limited shall assign this Lease to an
assignee (in this clause called "the assignee") then
forthwith upon the completion of an assignment of this lease
by the assignee Navstar Systems Limited and Symmetricom Inc
shall be released from any further liability under the terms
hereof and the Landlord shall at the Tenant's cost execute
such deed of release as the Tenant and/or the Surety shall
reasonably require Provided that the assignee is not a
group company of the original Tenant within the meaning of
Section 42 of the Landlord and Tenant Act 1954
7.9. If the Demised Premises any part thereof or any part of the
Common Parts over which rights are granted to the Tenant
shall at any time be destroyed or damaged due to any defect
or deterioration in the Demised Premises or the Common Parts
which is the direct or indirect result of any fault in the
initial design the siting or the method of construction of
the Demised Premises and/or the building or any part or
parts thereof or the Common Parts then the rent reserved
or a fair and just proportion thereof according to the
nature and extent of the damage shall be suspended until
the Demised Premises or such parts of the Common Parts over
which rights are granted to the Tenant shall be fit for
occupation and use or accessible and the Landlord shall
forthwith repay to the Tenant such rent paid in advance in
respect of the period after the date of such destruction or
damage and any dispute regarding the cesser of rent shall be
referred to a single arbitrator to be appointed in default
of agreement upon the application of either party by the
President for the time being of the Royal Institution of
Chartered Surveyors under the Arbitration Acts 1950-1979.
7.10.1. In this clause 7.10 the following expressions shall
have the following meanings:-
7.10.1.1. "Rent first reserved" means the Rent first reserved
from time to time pursuant to clause 3.1 hereof;
and
7.10.1.2. "VAT" means any Value Added Tax or other tax
replacing or supplementing the same from time to
time
7.10.2. In the event of the Head Landlord serving on the Tenant
notice under Section 6 of the Law of Distress Amendment
Act 1908 or any statutory enactment replacing the same
requiring the Tenant to pay the Rent first reserved
direct to the Head Landlord then in respect of any
period when the Tenant is required to pay the Rent
first reserved direct to the Head Landlord the Rent
first reserved shall be deemed to be inclusive of
any VAT charged assessed or payable thereon
7.11 If the tenant shall desire to determine the Term at
the expiration of the fifth sixth seventh or ninth
years thereof then the Tenant shall serve notice on
the Landlord as follows:-
7.11.1 if the tenant shall desire to determine the Term at
the expiration of the fifth year of the Term the Tenant
shall serve not less than six months previous notice in
writing of such desire (such notice to specify that the
Term is to determine on the expiration of the fifth year
of the Term); and
7.11.2. if the Tenant shall desire to determine the Term at the
expiration of the sixth or the seventh or the ninth
years of the Term the Tenant shall serve not less than
nine months previous notice in writing of such desire
(such notice to specify when the Term is to determine)
and the Term shall thereupon cease at the end of the year of
the Term specified in the Tenant's notice and the Landlord
shall refund to the Tenant all sums by way of rent paid in
advance for any period beyond that date but without prejudice
to the rights or remedies of either party against the other
in respect of any antecedent claim for breach of covenant
8. COVENANTS BY SURETY
___________________
THE Surety HEREBY COVENANTS with the Landlord in the terms set out
in the Fourth Schedule hereto
IN WITNESS the parties hereto have executed these presents on the date
specified in Paragraph 1 of the Particulars
THE FIRST SCHEDULE above referred to
____________________________________
(Rights and Easements Granted)
_____________________________
The right (insofar as the Landlord has power to grant the same) for
the Tenant in common with the Landlord any superior landlords those
authorised by any of them and all others having the same right to:-
1. For the purpose only of access to and egress from the Demised
Premises to pass and repass with or without vehicles at all
times over the roadways comprised in the Site and to use any
areas within the Site so allocated for the loading and
unloading of vehicles subject always to compliance by the Tenant
with all reasonable rules and regulations for the use thereof
prescribed from time to time by the Landlord and provided that
no obstruction is caused to any car parking spaces on the Site
2. To pass and repass on foot only over and along the footways
comprised in the Site as a means of access to and egress from
the Demised Premises
3. Free and uninterrupted passage of services and facilities
through the Conduits which are now or may at any time during
the Term serve the Demised Premises with the right to construct
and maintain new Conduits for the benefit of the Demised
Premises (but not to construct new Conduits in on or under
any new buildings now or hereafter to be erected on the Site)
the right to repair maintain and renew such existing and new
Conduits and the right at any time but on Requisite Notice to
enter (or in the Landlord's absence but in emergency only to
break and enter) the Site subject to the Tenant forthwith
making good any damage caused in the exercise of this right
4. The right of support and protection for the Demised Premises from
the Site and any buildings now or hereafter to be erected on
the Site
5. Such rights of access to and entry upon the Site as are necessary
for the proper performance of the Tenant's obligations hereunder
or as may be required to remedy a failure by the Landlord to
observe and perform its obligations in this Lease or in the Head
Lease
THE SECOND SCHEDULE above referred to
_____________________________________
(Rights and Easements Excepted)
_______________________________
The following rights and easements are excepted and reserved out of
the Demised Premises to the Landlord any superior landlords and their
respective tenants and the occupiers of any adjoining or neighbouring
premises and all other persons authorised by the Landlord or any
superior landlord or having the like rights and easements:
1. The free and uninterrupted passage of services and facilities
through the Conduits which are now or may at any time during the Term
be in the Demised Premises with the right to construct and maintain
new Conduits for the benefit of any adjacent or nearby premises (but
not to construct new Conduits in on or under any buildings now or
hereafter to be erected on the Demised Premises) the right to repair
maintain and renew such existing and new Conduits and the right at
any time but on Requisite Notice to enter (or in the Tenant's absence
but in emergency only to break and enter) the Demised Premises subject
to the Landlord forthwith making good any damage caused in the exercise
of this right
2. The right to build rebuild or execute any other works upon any
adjacent or nearby premises in such manner as the Landlord may think
fit subject to the Landlord not affecting or diminishing the access
or enjoyment of light or air to or in respect of the Demised Premises
or any right and easement specified in the First Schedule hereto
SUBJECT to the Landlord giving Requisite Notice and forthwith making
good any damage caused in the exercise of this right
3. The support and protection from the Demised Premises enjoyed by
buildings now or hereafter to be erected
4. The right to build on or into any perimeter wall of the Demised
Premises and after giving Requisite Notice to enter the Demised
Premises to place and lay in under and upon the same such footing
for any intended wall or structure with the foundations therefor as
the Landlord shall think proper and for such purpose to excavate the
Demised Premises along the line of the junction between the Demised
Premises and any adjoining premises And also the right to erect and
use scaffolding upon the Demised Premises for such purposes PROVIDED
THAT the Landlord shall (a) not interfere with or restrict the
Tenant's access to or enjoyment or use of the Demised Premises or
any part thereof and (b) forthwith make good any damage caused
5. The right at any time on Requisite Notice to enter (or during
the Tenant's absence but in emergency only to break and enter) the
Demised Premises in order to (a) inspect or view the condition of the
Demised Premises (b) to carry out work upon any adjacent premises and
(c) to carry out any repairs or other Work or do anything which the
Landlord and/or the Head Landlord must or may carry out or do under the
provisions of this Lease or the Head Lease respectively
THE THIRD SCHEDULE above referred to
____________________________________
(Provisions for Rent Review)
____________________________
1. In this Schedule the following expressions shall have the
following meanings:
1.1. "the Rent Review Date" the date specified in the Particulars
1.2. "open market rent" shall mean the best yearly rent for which
the Demised Premises could reasonably be expected to be let
with vacant possession on the Relevant Review Date (as
hereinafter defined) in the open market by a willing lessor
to a willing lessee without taking a fine or premium for a term
of Ten years from the Relevant Review Date with provisions
similar to those contained in the Head Lease for Rent Review
every five years and otherwise upon the terms and conditions
(save that the extent of the demised premises and rights granted
shall be as are herein contained and save also as to the amount
of rent) as are contained in this Lease and on the assumption
(if not the fact) that the Demised Premises shall be ready for
immediate beneficial occupation and that all the Tenant's and
the Landlord's covenants shall have been complied with but
there being disregarded:
1.2.1. any effect on rent of the fact that the Tenant or an
undertenant may have been in occupation of the Demised
Premises
1.2.2. any goodwill attached to the Demised Premises by reason
of any trade or business carried on therein by the
Tenant or any undertenant
1.2.3. any effect of any improvement made by the Tenant for
the time being after the date hereof otherwise than
in pursuance of an obligation to the Landlord
1.2.4. Any effect of the Works carried out pursuant to a
Licence to Carry Out Works dated the 11th day of April
1994 made between Strathclyde Regional Council of the
first part the Landlord of the second part the Tenant
of the third part and the Surety of the fourth part
2. From and after the Relevant Rent Review Date the rent first
reserved shall be whichever is the higher of:
2.1. the yearly rent operative immediately before the Rent Review
Date and
2.2. the open market rent of the Demised Premises (hereinafter called
"the new rent")
3. If the Landlord and the Tenant shall be able to agree the new
rent or when the new rent shall have been determined in accordance
with the provisions hereof as the case may be a note of the new rent
shall be endorsed in the Sixth Schedule to this lease and the
Counterpart hereof and signed by the parties hereto
4. If three months before the Rent Review Date the Landlord and the
Tenant shall not have agreed on the new rent payable from the Rent
Review Date the Landlord or the Tenant may at any time thereafter
before the rent shall be agreed between the Landlord and the Tenant
require an independent Surveyor (hereinafter called "the Surveyor")
to determine the open market rent
5. The Surveyor may be agreed upon by the Landlord and the Tenant
and in default of such agreement shall be appointed by the President
for the time being of the Royal Institution of Chartered Surveyors or
the person designated by such institution for such purpose on the
application of the Landlord or the Tenant and any reference hereafter
to the said President shall be deemed to include a reference to such
officer
6.1. Notice in writing of his appointment shall forthwith be given
by the Surveyor to the Landlord and the Tenant and he shall
invite each to submit within a specified period (which shall
not exceed four weeks) a valuation accompanied if desired by a
statement of reasons
6.2. The Surveyor (who shall be a Chartered Surveyor experienced in
the letting and/or valuation of premises of a similar nature to
and situate in the same region as the Demised Premises and used
for purposes similar to those authorised hereunder at the date
of his appointment) shall at the option of the Landlord to be
notified to the Surveyor and the Tenant in writing within 21
days following the receipt by the Landlord of notice from the
Surveyor pursuant to paragraph 6.1 hereof act either as an
Arbitrator pursuant to the provisions of the Arbitration Act
1950 and 1979 or as an expert valuer whose decision shall be
final and binding on all persons who are or who have been
parties hereto and if the Surveyor shall act as expert he
shall invite each party to make written representations within
the period specified in paragraph 6.1 of this Schedule and
shall invite each party to make observations on such
representations within a further specified period (which shall
not exceed four weeks)
6.3. The Surveyor shall give notice in writing of his decision to
the Landlord and the Tenant within two months of his appointment
or within such extended period as may be reasonable
7. If the Surveyor shall fail to determine the open market rent
and give notice thereof within the time and in the manner provided
or if he shall relinquish his appointment or die or if it shall become
apparent that for any reason he will be unable to complete his duties
the Landlord may apply to the said President for a substitute to be
appointed in his place which procedure may be repeated as many times
as necessary
8. In the event that by the Rent Review Date the new rent shall
not have been agreed or determined (whether or not negotiations shall
have commenced) the Tenant shall continue to pay rent at the rate of
the current rent on each day appointed by this Lease for payment of
rent until the new rent shall have been agreed or determined and
thereupon the Tenant shall pay to the Landlord as arrears of rent an
amount equal to the difference between the new rent and the rent
actually paid for the period since the Rent Review Date together with
interest thereon at the base lending rate for the time being of the
Bank of Scotland from the Rent Review Date
9. The fees of the Surveyor shall be shared as the Surveyor shall
determine
10. As respects all periods of time referred to in this Schedule time
shall be deemed not to be of the essence
11. If on the Rent Review Date there shall be in force any act which
shall restrict interfere with or affect the Landlord's right to revise
the rent hereby reserved in accordance with the terms hereof then the
Landlord shall be entitled once following each removal or modification
of such Act to serve notice requiring a review of the said rent
(hereinafter called an "interim notice") upon the Tenant and from
and after the date of service of such interim notice until the end of
the Term the rent shall be increased to whichever is the higher of the
open market rent at the date of service of the interim notice and the
rent payable immediately prior thereto and the provisions of this
Schedule shall apply accordingly with the substitution of the said
date of service for the Rent Review Date
THE FOURTH SCHEDULE above referred to
_____________________________________
The Surety COVENANTS with the Landlord:
1. That if at any time during the Term the Tenant shall default in
payment of any of the rents reserved by this lease on the due dates
or in observing or performing any of the covenants and conditions
contained in this Lease which the Tenant is obliged to observe and
perform the Surety will pay the rents or observe or perform the
covenants or conditions in respect of which the Tenant shall have
defaulted notwithstanding any time or indulgence granted by the
Landlord to the Tenant or that the Tenant may have ceased to exist or
any other act or thing whereby but for this provision the Surety would
have been released
2. That if the liquidator or trustee in bankruptcy shall disclaim
this Lease the Surety will at the request of the Landlord within three
months after such disclaimer take from the Landlord a Lease of the
Demised Premises for a term equal to the residue of the Term which
would have remained had there been no disclaimer at the same rent and
subject to the same covenants and conditions as are reserved by and
contained in this Lease (except the requirement that a Surety join
therein) such lease to take effect from the date of such disclaimer and
in such case the Surety shall pay the reasonable costs of the Landlord
in the preparation of such new Lease and execute and deliver a
counterpart of it to the Landlord
3. In this Schedule the expression "the Tenant" shall mean only
Navstar Systems Limited and not any and every person or persons
company or corporation in whom the term shall for the time being be
vested
4. The covenants and guarantees contained in clauses 1 and 2 of
this Schedule shall (subject to the provisions of clause 3 of this
Schedule) have effect throughout the Term and also throughout any
period thereafter during which the Tenant shall occupy the Demised
Premises and the said covenants and guarantees shall relate to any
sums greater than the rents hereby reserved which the Tenant shall
become liable to pay under the terms hereof or of any subsequent deed
or licence supplemental to this Lease save and except any subsequent
deed or licence supplemental to this Lease which has the effect of
extending the contractual term
THE FIFTH SCHEDULE above referred to
____________________________________
(Deeds to which the demise is subject)
______________________________________
The covenants restrictions reservations conditions and other matters
contained or referred to in the Property Register and entries numbered
1 to 4 inclusive of the Charges Register of Title Number NN.85259
THE SIXTH SCHEDULE above referred to
____________________________________
Memoranda of rent review:
_________________________
The rent payable from the first review date specified in the
particularshas been agreed as Pounds ( ) per annum
Signed______________________
duly authorised signatories
of the Landlord/Tenant/Surety
The rent payable from the Second review date has been agreed as
Pounds ( per annum)
Signed_____________________
duly authorised signatories
of the Landlord/Tenant/Surety
Executed as a Deed by NAYSTAR SYSTEMS
LIMITED was hereunto affixed (but this
Deed was not delivered until the date
hereof) acting by its Secretary and a
Director or two Directors
Director
Secretary/
Director
THE COMMON SEAL OF SYMMETRICON INC
was hereunto affixed (but this Deed)
was not delivered until the date
hereof) in the presence of:-
Director
Secretary
SYMMETRICOM, INC.
formerly Sillcon General, Inc.
To: Andrea Collins
From: Jane Williamson
RE: Lease
Mansard Close Northampton
Attached please find the duly signed and
sealed above mentioned lease agreement.
This is being returned to you via Federal
Express on this date.
A copy of this lease agreement has been
filed in our files at Telecom Solutions/
Symmetricom, Inc.
cc: Paul Risinger
Scott Kamsler
Date APril 22, 1994
M Duckham Esq Oxford House Telephone (0604) 230400
Navstar Ltd Cliftonville Fax (0604)20956 & 230426
Royal Oak Way Northampton NN1 5PN DX 12413 Northampton
DAVENTRY Direct Fax Line No: (0604) 32102
Northants NN11 5PJ
Our Ref: GLG/sh.18.9
Your Ref:
Date: 18th April 1994
Dear Mike
Mansard Close Northampton
_________________________
I enclose the underlease for sealing by Navstar and Symmetricom. I
have amended the attestation clause as I believe that Navstar does
not have a seal.
Can you please return the underlease to me duly sealed and undated
as soon as possible.
G L GILBERT
Enc
Ipswich (Martlesham) Milton Keynes Northamtpton Norwich
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