1
EXHIBIT 99.4
License to Assign and Deed of Variation relating to
Unit 1, Heapham Road, between
(1) Northern Trust Company Limited,
(2) Printpak Europe (St Helens) Limited,
(3) EPL Flexible Packaging Limited and
(4) Bakery Packaging Services Limited
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DATE 4th July 1996
NORTHERN TRUST COMPANY LIMITED
and
PRINTPACK EUROPE (ST. HELENS) LIMITED
and
EPL FLEXIBLE PACKAGING LIMITED
and
BAKERY PACKAGING SERVICES LIMITED
LICENCE TO ASSIGN AND DEED OF VARIATION
relating to Unit L614.01
Heapham Road Industrial Estate
Gainsborough in the County of Lincolnshire
Foy & Co.,
Solicitors,
Doncaster.
23 June 1996
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3
THIS LICENCE is made the 4th day of July One thousand nine hundred and
ninety-six BETWEEN:
(1) NORTHERN TRUST COMPANY LIMITED whose registered office is situate at 61 St.
Thomas's Road Chorley PR7 1JE ("the Landlord") and
(2) PRINTPACK EUROPE (ST. HELENS) LIMITED (Company Number 314747) whose
registered office is situate at Bridge Hall Mills Bury Lancashire BL9 7PA
("the Tenant") and
(3) EPL FLEXIBLE PACKAGING LIMITED (Company Number 3191165) whose registered
office is situate at 32 Broadstone Road Harpenden Hertfordshire AL5 1RG
("the Assignee")
(3) BAKERY PACKAGING SERVICES LIMITED (Company Number 1523131) whose registered
office is situate at 32 Broadstone Road Harpenden Hertfordshire AL5 1RG
("the Guarantor")
WHEREAS:
(1) This Licence is supplemental to the Leases ("the Lease") specified in the
Schedule hereto by which L614.01 on the Landlord's Heapham Road Industrial
Estate Gainsborough in the County of Lincolnshire ("the Premises") was
demised for the term set out in the Schedule hereto ("the Term") subject to
the payment of the rents reserved by and the performance and observance of
the covenants on the lessees part and the conditions contained in the Lease
(2) The reversion for the time being expectant on the determination of the
Lease is vested in the Landlord and the unexpired residue of the Term is
vested in the Tenant
(3) The Lease contains provisions prohibiting the Tenant from assigning the
Premises without the written consent of the Landlord and the Landlord has
agreed (at the request of the other parties) to grant such consent upon the
terms set out below to enable the Tenant to assign its estate and interest
in the Premises to the Assignee
(4) The Guarantor has agreed to join in this Deed in manner hereinafter
appearing
(5) The Landlord has agreed to vary the Lease as specified in clause 5 hereof
NOW THIS DEED WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATIONS
In this License:-
1.1 "the Assignment" means the assignment authorised in clause 2 hereof
1.2 "the Landlord" includes the person in whom the reversion
immediately expectant upon the determination of
the Term is for the time being vested
1.3 "the Lease" includes all or any deeds and documents
supplemental to the Lease whether or not expressed
to be so
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1.4 "the Term" includes any continuation or extension of the term
and any holding over whether by statute at common
law or otherwise
1.5 If the Landlord the Tenant the Assignee or the Guarantor is at any time
more than one person his obligation shall be joint and several obligations
of such persons
1.6 Words importing one gender import any other gender words importing the
singular import the plural and vice versa and any reference to a person
includes a reference to a company authority board department or any other
body
1.7 The clause headings herein shall not be taken into account for the purposes
of construction or interpretation of this Licence
2. LICENCE TO ASSIGN
In consideration of the covenants on the part of the Tenant and the Assignee and
the Guarantor hereinafter contained the Landlord (at the request of the other
parties) grants to the Tenant licence to assign the whole of the Tenant's estate
and interest in the Premises to the Assignee
3. ASSIGNEE'S COVENANTS
The Assignee covenants with the Landlord as follows:-
3.1 That at all times after the completion of the Assignment during the
unexpired residue of the Term the Assignee shall pay the rents reserved by
and observe and perform the covenants on the lessees part and the
conditions contained in the Lease
3.2 Within twenty-eight days of the completion of the Assignment the Assignee
shall give to the Landlord's Solicitors written notice of the date on which
the Assignment was completed and the name and address of the person to whom
future rent demands should be sent and shall supply to the Landlord's
Solicitors for registration a certified copy of the deed effecting the
Assignment and pay such registration fee as the Landlord's Solicitors may
reasonably require in accordance with the provisions of the Lease
3.3 That prior to the grant of this Licence the Assignee has disclosed to the
Landlord in writing any conviction judgment or finding of any Court or
Tribunal relating to the Assignee of such nature as to be likely to affect
the decision of any insurer or underwriter to grant or to continue
insurance of the Premises or in respect of loss of rent
4. TENANT'S COVENANTS
The Tenant covenants with the Landlord to pay to the Landlord on demand and to
indemnify the Landlord against all costs charges fees and disbursements and
expenses (including those of professional advisers and agents and including in
each case any Value Added Tax properly chargeable thereon) incurred by the
Landlord in connection with this Licence or the Assignment including (without
limitation) those arising
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from the consideration of the application for and the preparation negotiation
and completion of this Licence and from the obtaining of the consent or approval
of or information from any other person
5. VARIATION
The Landlord hereby agrees that the Assignee shall be permitted to share
occupation of the Premises with other members of the same group of companies (as
defined in Section 42 of the Landlord and Tenant Act 1954) without the consent
of the Landlord provided that no relationship of landlord and tenant is thereby
created and the Lease is varied accordingly
6. PROVISOS
6.1 The Licence hereby granted shall be voidable at the option of the Landlord
if the Assignment is not completed within fourteen days of the date
hereof
6.2 All sums payable by the Tenant under this Licence shall be recoverable as
rent in arrears
6.3 Nothing contained in this Licence shall waive or be deemed waive any breach
of the obligations of the Tenant under the Lease which may have occurred
prior to the date of this Licence or authorise or be deemed to authorise
any further assignment or other act omission or thing other than the
Assignment and the covenants on the lessees part and conditions contained
in the Lease shall continue in full force and effect
7. GUARANTOR'S COVENANTS
THE Guarantor hereby covenants and guarantees with the Landlord as follows:
7.1 That as from the date when the Tenant's estate and interest in the Lease
shall be assigned to the Assignee and thenceforth during the residue of the
term granted by the Lease the Assignee will pay the rent reserved by the
Lease and observe and perform the covenants and conditions on the part of
the tenant therein contained and that in the case of default by the
Assignee in the making of any such payment of rent or in the performance or
observance of such covenants or conditions the Guarantor will pay and make
good to the Landlord on demand all losses costs damages and expenses
thereby arising or incurred by the Landlord with interest thereon from the
date of demand to the date of payment at 3 per cent above the base rate
from time to time of Barclays Bank plc
7.2 In the event of the Assignee during the term created by the Lease becoming
bankrupt or entering into liquidation and the trustee(s) in such bankruptcy
or the liquidator(s) in such liquidation (as appropriate) disclaiming the
Lease that the Guarantor will if the Landlord so requires in writing within
three months of such disclaimer accept from the Landlord a lease of the
demised premises for a term equal in duration to the residue remaining
unexpired of the said term at the time of such disclaimer such lease to be
at the same rents and to contain the like
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tenant's and landlord's covenants respectively and the like provisos and
conditions in all respects (including the proviso for re-entry and including the
same revision dates) as are contained in the Lease and will pay the legal costs
of the Landlord (including disbursements) in connection with such new lease and
execute and deliver to the Landlord a counterpart of it
7.3 Provided always that:
7.3.1 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 in enforcing the performance or observance of the said
covenants or obligations contained therein or any time which may be
given by the Landlord to the Assignee shall not release or exonerate
or in any way affect the liability of the Guarantor under the
covenants or guarantee on its part hereinbefore contained
7.3.2 where there are two or more persons included in the expression "the
Guarantor" any neglect or forbearance on the part of the Landlord in
enforcing this covenant as against one Guarantor or any agreement made
by the Landlord in limiting the liability of one Guarantor under this
covenant shall in no way relieve the other Guarantor or Guarantors (as
appropriate) from its/their liability hereunder
IN WITNESS whereof the parties hereto have caused this deed to be duly executed
the day and year first before written
THE SCHEDULE
(details of the Lease)
DATE PARTIES TERM
16.1.1981 (1) The English Industrial Estates Corporation 24 years from 27.10.1980
(2) Pakcel Convertors Limited
(3) British Sidac Limited
28.9.1988 (1) The English Industrial Estates Corporation 24 years from 27.10.1980
(2) Pakcel Limited
(3) British Rayophane Limited
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THE COMMON SEAL of NORTHERN TRUST )
COMPANY LIMITED was hereunto affixed in the )
presence of:- )
Director
Secretary
EXECUTED AS A DEED BY PRINTPACK EUROPE )
(ST. HELENS) LIMITED )
in the presence of:- )
Director
Secretary /s/
EXECUTED AS A DEED BY EPL FLEXIBLE )
PACKAGING LIMITED )
in the presence of:- )
Director
Secretary /s/
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EXECUTED AS A DEED BY BAKERY PACKAGING )
SERVICES LIMITED )
in the presence of:- )
/s/ Director
/s/ Secretary
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DATE 4th July 1996
NORTHERN TRUST COMPANY LIMITED
and
PRINTPACK EUROPE (ST. HELENS) LIMITED
and
EPL FLEXIBLE PACKAGING LIMITED
and
BAKERY PACKAGING SERVICES LIMITED
LICENCE TO ASSIGN AND DEED OF VARIATION
relating to Unit L614.01
Heapham Road Industrial Estate
Gainsborough in the County of Lincolnshire
Foy & Co.,
Solicitors,
Doncaster.
1
10
THIS LICENCE is made the Fourth day of July One thousand nine hundred and
ninety-six BETWEEN:
(1) NORTHERN TRUST COMPANY LIMITED whose registered office is situate at 61 St.
Thomas's Road Chorley PR7 1JE ("the Landlord") and
(2) PRINTPACK EUROPE (ST. HELENS) LIMITED (Company Number 314747) whose
registered office is situate at Bridge Hall Mills Bury Lancashire BL9 7PA
("the Tenant") and
(3) EPL FLEXIBLE PACKAGING LIMITED (Company Number 3191165) whose registered
office is situate at 32 Broadstone Road Harpenden Hertfordshire AL5 1RG
("the Assignee")
(3) BAKERY PACKAGING SERVICES LIMITED (Company Number 1523131) whose registered
office is situate at 32 Broadstone Road Harpenden Hertfordshire AL5 1RG
("the Guarantor")
WHEREAS:
(1) This Licence is supplemental to the Leases ("the Lease") specified in the
Schedule hereto by which L614.01 on the Landlord's Heapham Road Industrial
Estate Gainsborough in the County of Lincolnshire ("the Premises") was
demised for the term set out in the Schedule hereto ("the Term") subject to
the payment of the rents reserved by and the performance and observance of
the covenants on the lessees part and the conditions contained in the Lease
(2) The reversion for the time being expectant on the determination of the
Lease is vested in the Landlord and the unexpired residue of the Term is
vested in the Tenant
(3) The Lease contains provisions prohibiting the Tenant from assigning the
Premises without the written consent of the Landlord and the Landlord has
agreed (at the request of the other parties) to grant such consent upon the
terms set out below to enable the Tenant to assign its estate and interest
in the Premises to the Assignee
(4) The Guarantor has agreed to join in this Deed in manner hereinafter
appearing
(5) The Landlord has agreed to vary the Lease as specified in clause 5 hereof
NOW THIS DEED WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATIONS
In this Licence:-
1.1 "the Assignment" means the assignment authorised in clause 2 hereof
1.2 "the Landlord" includes the person in whom the reversion
immediately expectant upon the determination of
the Term is for the time being vested
1.3 "the Lease" includes all or any deeds and documents
supplemental to the Lease whether or not expressed
to be so
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1.4 "the Term" includes any continuation or extension of the term
and any holding over whether by statute at common
law or otherwise
1.5 If the Landlord the Tenant the Assignee or the Guarantor is at any time
more than one person his obligation shall be joint and several obligations
of such persons
1.6 Words importing one gender import any other gender words importing the
singular import the plural and vice versa and any reference to a person
includes a reference to a company authority board department or any other
body
1.7 The clause headings herein shall not be taken into account for the purposes
of construction or interpretation of this Licence
2. LICENCE TO ASSIGN
In consideration of the covenants on the part of the Tenant and the Assignee and
the Guarantor hereinafter contained the Landlord (at the request of the other
parties) grants to the Tenant licence to assign the whole of the Tenant's estate
and interest in the Premises to the Assignee
3. ASSIGNEE'S COVENANTS
The Assignee covenants with the Landlord as follows:-
3.1 That at all times after the completion of the Assignment during the
unexpired residue of the Term the Assignee shall pay the rents reserved by
and observe and perform the covenants on the lessees part and the
conditions contained in the Lease
3.2 Within twenty-eight days of the completion of the Assignment the Assignee
shall give to the Landlord's Solicitors written notice of the date on which
the Assignment was completed and the name and address of the person to whom
future rent demands should be sent and shall supply to the Landlord's
Solicitors for registration a certified copy of the deed effecting the
Assignment and pay such registration fee as the Landlord's Solicitors may
reasonably require in accordance with the provisions of the Lease
3.3 That prior to the grant of this Licence the Assignee has disclosed to the
Landlord in writing any conviction judgment or finding of any Court or
Tribunal relating to the Assignee of such nature as to be likely to affect
the decision of any insurer or underwriter to grant or to continue
insurance of the Premises or in respect of loss of rent
4. TENANT'S COVENANTS
The Tenant covenants with the Landlord to pay to the Landlord on demand and to
indemnify the Landlord against all costs charges fees and disbursements and
expenses (including those of professional advisers and agents and including in
each case any Value Added Tax properly chargeable thereon) incurred by the
Landlord in connection with this Licence or the Assignment including (without
limitation) those arising
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12
from the consideration of the application for and the preparation negotiation
and completion of this Licence and from the obtaining of the consent or approval
of or information from any other person
5. VARIATION
The Landlord hereby agrees that the Assignee shall be permitted to share
occupation of the Premises with other members of the same group of companies (as
defined in Section 42 of the Landlord and Tenant Act 1954) without the consent
of the Landlord provided that no relationship of landlord and tenant is thereby
created and the Lease is varied accordingly
6. PROVISOS
6.1 The Licence hereby granted shall be voidable at the option of the Landlord
if the Assignment is not completed within fourteen days of the date hereof
6.2 All sums payable by the Tenant under this Licence shall be recoverable as
rent in arrears
6.3 Nothing contained in this Licence shall waive or be deemed waive any breach
of the obligations of the Tenant under the Lease which may have occurred
prior to the date of this Licence or authorise or be deemed to authorise
any further assignment or other act omission or thing other than the
Assignment and the covenants on the lessees part and conditions contained
in the Lease shall continue in full force and effect
7. GUARANTOR'S COVENANTS
THE Guarantor hereby covenants and guarantees with the Landlord as follows:
7.1 That as from the date when the Tenant's estate and interest in the Lease
shall be assigned to the Assignee and thenceforth during the residue of the
term granted by the Lease the Assignee will pay the rent reserved by the
Lease and observe and perform the covenants and conditions on the part of
the tenant therein contained and that in the case of default by the
Assignee in the making of any such payment of rent or in the performance or
observance of such covenants or conditions the Guarantor will pay and make
good to the Landlord on demand all losses costs damages and expenses
thereby arising or incurred by the Landlord with interest thereon from the
date of demand to the date of payment at 3 per cent above the base rate
from time to time of Barclays Bank plc
7.2 In the event of the Assignee during the term created by the Lease becoming
bankrupt or entering into liquidation and the trustee(s) in such bankruptcy
or the liquidator(s) in such liquidation (as appropriate) disclaiming the
Lease that the Guarantor will if the Landlord so requires in writing within
three months of such disclaimer accept from the Landlord a lease of the
demised premises for a term equal in duration to the residue remaining
unexpired of the said term at the time of such disclaimer such lease to be
at the same rents and to contain the like
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tenant's and landlord's covenants respectively and the like provisos and
conditions in all respects (including the proviso for re-entry and including the
same revision dates) as are contained in the Lease and will pay the legal costs
of the Landlord (including disbursements) in connection with such new lease and
execute and deliver to the Landlord a counterpart of it
7.3 Provided always that:
7.3.1 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 in enforcing the performance or observance of the said
covenants or obligations contained therein or any time which may be
given by the Landlord to the Assignee shall not release or exonerate
or in any way affect the liability of the Guarantor under the
covenants or guarantee on its part hereinbefore contained
7.3.2 where there are two or more persons included in the expression "the
Guarantor" any neglect or forbearance on the part of the Landlord in
enforcing this covenant as against one Guarantor or any agreement made
by the Landlord in limiting the liability of one Guarantor under this
covenant shall in no way relieve the other Guarantor or Guarantors (as
appropriate) from its/their liability hereunder
IN WITNESS whereof the parties hereto have caused this deed to be duly executed
the day and year first before written
THE SCHEDULE
(details of the Lease)
DATE PARTIES TERM
16.1.1981 (1) The English Industrial Estates Corporation 24 years from 27.10.1980
(2) Pakcel Convertors Limited
(3) British Sidac Limited
28.9.1988 (1) The English Industrial Estates Corporation 24 years from 27.10.1980
(2) Pakcel Limited
(3) British Rayophane Limited
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THE COMMON SEAL of NORTHERN TRUST )
COMPANY LIMITED was hereunto affixed in the ) [SEAL]
presence of:- )
/s/ Director
/s/ Secretary
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