Exhibit 10.10
LEASE dated 3rd March 1998
between
(1) 'The Landlord': ... ALAN BRECK ROBERTSON AND MAVIS ROBERTSON both of
6 High Street, Silverstone Northants NN12 8US
(2) 'The Tenant': ... inTEST LIMITED of 5b Lupton Road, Thame Industrial
Estate, Thame, Oxon OX9 3SE
1 IN this lease:
1.1 WHENEVER there is more than one tenant, all their obligations can be
enforced against all of the tenants jointly and against each
individually
1.2 NO-ONE has any liability as landlord under this lease for anything
done or not done after parting with all interest in the property
1.3 A REFERENCE to an Act of Parliament refers to that Act as it applies
at the date of this agreement and any later amendment or reenactment
of it
1.4 'INTEREST' means a payment at four per cent above the published base
rate of National Westminster Bank plc paid both before and after
judgement or arbitration award. If another bank succeeds to the
business of that bank, the name of the successor is to be substituted
for it. If the named bank ceases to trade in other circumstances, the
Landlord may nominate any member of the Bankers' Clearing House to
take the place of the named bank
1.5 A RIGHT given to the Landlord to enter the property extends to anyone
the Landlord authorizes to enter, and includes the right to bring
workmen and appliances onto the property for the stated purpose
1.6 AUTHORITY given to a person to enter the property after giving
notice, extends, if the circumstances justify it, to entry after
giving less notice than specified or without giving any notice
1.7 NO obligation to repair extends to rectifying any damage caused by an
insured risk (defined below), unless or to the extent that, because
of anything done or not done by the person obliged to repair or
anyone that person invites or allows to enter the property, the
insurers do not pay under the policy
1.8 ANY obligation to pay money refers to a sum exclusive of value added
tax ('VAT') and any VAT charged on it is payable in addition
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2 IN exchange for the obligations undertaken by the Tenant
2.1 THE Landlord lets the property described below ('the property') to
the Tenant with full title guarantee for 8 years starting on 25th
December 1997 ('lease period') on the Tenant agreeing to pay
(pound)21250 a year or whatever rent is later substituted for it
('basic rent') and as further rent the amount which the Landlord
shall from time to time pay by way of premium for keeping the
premises insured in accordance with the Landlord's covenant contained
in Clause 4.2
2.2 'THE property' is the premises known as 5b Lupton Road, Thame
Industrial Estate, Thame Oxon OX9 3SE shown edged red on the plan
attached hereto
3 THE Tenant agrees with the Landlord:
3.1 TO pay the basic rent by equal quarterly installments in advance on
the usual quarter days (the first and last payments being
proportionate sums if appropriate, the first payment being made on
the date of this lease)
3.2 NOT to reduce any payment of rent by making any deduction from it or
by setting any sum off against it
3.3 TO pay interest on any rent paid more than 14 days after it falls due
3.4 TO pay promptly to the authorities to whom they are due all rates
taxes and outgoings relating to the property, including any which are
imposed after the date of this lease (even if of a novel nature)
3.5 TO keep the property (including any additions after the date of this
lease) in good repair
3.6 TO allow the Landlord, on giving at least seven days' notice, to
enter the property to inspect the state of it
3.7 IF the Landlord gives the Tenant notice of any failure to do repairs
required by this lease, to start the work within three months, or
immediately in case of emergency, and to proceed with it diligently.
In default, the Landlord is entitled to enter the property to do it,
and the Tenant must pay the cost of it on demand
3.8 TO decorate the property when specified below, on each occasion using
the type of finish used previously, all painting to be with at least
two coats of good quality paint and all wallpaper and wallcoverings
to be of good quality:
(i) the outside of the property: during every fourth year of the
lease period
(ii) the inside of the property: during every fourth year of the
lease period
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(iii) in addition, the whole of the property: during the last year
of the lease period (however it ends). On this occasion the
color of any paint and the pattern of any wallpaper or
wallcovering must be approved in advance by the Landlord
3.9 IF occupiers of the property and occupiers of other property share
the benefit of any of the following:
party walls, party structures, yards, gardens, road, paths,
gutters, drains, sewers, pipes, conduits, wires and cables,
to contribute a fair proportion (fixed by a surveyor nominated by the
Landlord) of the cost of their repair, maintenance and cleaning on
demand. This obligation does not restrict any other obligation
imposed by this lease
3.10 TO allow anyone who reasonably needs access in order to inspect,
repair or clean neighboring property, or any sewers, drains, pipes,
wires or cables serving neighboring property, to enter the property
at any reasonable time. The person requiring access must give a least
seven days' notice and make good any damage to the property promptly
3.11 NOT without the prior consent of the Landlord (such consent not to be
unreasonably withheld) to alter or add to the property nor to allow
anyone else to do so. This obligation does not restrict any duty to
comply with statutory requirements
3.12 (a) TO prevent any person from using any part of the property in
such a way that he may acquire an indefeasible right to
continue that use
(b) Not to stop up any window on the property
3.13 To insure the plate glass of the property, and to insure against
public liability
3.14 NOT to act in a way which will or may result in the insurance of the
property being void or voidable, or in the premium for it being
increased, nor to allow anyone else to do so
3.15 NOT to use the property, or any part of it, except as a workshop with
offices ancillary thereto ('use allowed'), nor to allow anyone else
to do so
3.16 NOT to use the property, or any part of it, for any of the following,
nor allow anyone else to do so:
activities which are dangerous, offensive, noxious, noisome,
illegal or immoral, or which are or may become a nuisance or
annoyance to the Landlord or to the owner or occupier of any
neighboring property
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3.17 NOT to display any notice or advertisement either on the outside of
the property or visible from outside it, except a reasonable
announcement of the name and business of the occupier which is
approved in advance by the Landlord (who is not entitled to withhold
approval unreasonably)
3.18 (a) IN this clause:
(i) 'the Planning Acts' means the Town and Country
Planning Act 1990 and the Planning (Listed
Buildings and Conservation Areas) Act 1990 and the
rules, regulations and orders which are either made
under one of them or are continued by the Planning
(Consequential Provisions) Act 1990, as they apply
from time to time
(ii) 'permission' means permission given under the
Planning Acts to carry out development
(b) To comply with the Planning Acts as they affect the property
(c) Not to carry out any development on the property which
requires permission
(d) If the Landlord requires, and at the Landlord's expense, to
join the Landlord in making representations about any
proposed development on the property or neighboring property
(e) To allow the Landlord to enter the property to comply with
any lawful requirement under the Planning Acts, even if that
restricts the enjoyment of the property
3.19 (a) TO comply with the terms of any Act of Parliament,
regulation, license or registration authorizing or
regulating how the property is used
(b) To do everything necessary to obtain, continue and renew any
license or registration required by law for using the
property for the use allowed, including paying all fees
3.20 IF any authority acting under an Act of Parliament requires that the
property be altered, added to or modified or that any fixtures or
equipment be installed or removed:
(i) to give the Landlord promptly a copy of any
modification received to that effect
(ii) to do the work required unless the Landlord opts to
do it
3.21 TO give the Landlord promptly a copy of any notice received
concerning the property or any neighboring property
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3.22 (a) IN this clause, 'to deal with' means to assign, sublet,
mortgage, charge or part with possession of
(b) Unless the Landlord previously approves (and the Landlord is
not entitled to withhold approval unreasonably), not to deal
with the whole property
(c) Not to deal with part of the property separately from the
rest of it
3.23 AS a condition of giving approval to an assignment, the Landlord may
require that the Tenant enters into an agreement guaranteeing that
the assignee will perform all the tenant's covenants in this lease,
and under which the Tenant:
(i) is liable as sole or principal debtor and is not
released if the Landlord give the assignee extra
time to comply with any obligation in this lease or
does not insist upon its strict terms and
(ii) will, if this lease is disclaimed and the Landlord
requires, accept a new tenancy of the property for
a term expiring at the end of the lease period on
the terms of this lease as they apply when it was
disclaimed
3.24 THE Landlord may withhold approval to a proposed assignment unless a
person whom the Landlord, acting reasonably, considered to be of
sufficient financial standing, guarantees the assignee's compliance
with the terms of this lease
3.25 THE Landlord may withhold approval to a proposed assignment unless
the property is in the state of repair required by this lease
(disregarding minor matters which would normally be rectified by
routine maintenance)
3.26 WITHIN one month of every change of ownership of this lease, or of
every subletting, to give notice of it to the Landlord or the
Landlord's solicitors. At the same time, to produce for inspection a
copy of any document transferring the ownership or a counterpart of
the sublease
3.27 TO allow the Landlord and any person with written authority from the
Landlord or the Landlord's agent to enter the property to view it as
or for a prospective purchaser, tenant or mortgagee
3.28 DURING the last six months of the lease period, to allow the Landlord
to fix a notice to the outside of the property announcing that it is
for sale or to let
3.29 WHEN the lease period ends, to return possession of the property to
the Landlord, leaving the property in the state in which this lease
requires the Tenant to keep it
3.30 TO pay the Landlord's reasonable and proper costs incurred as a
result of the Tenant applying for the Landlord's consent or approval
whether or not it is granted
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3.31 TO pay all reasonable and proper expenses (including legal and
surveyors' fees) which the Landlord incurs in preparing and serving:
(i) a notice under section 146 of the Law of Property
Act 1925, even if forfeiture is avoided without a
court order
(ii) a schedule of dilapidations recording failure to
give up possession of the property in the
appropriate state of repair when this lease ends
4 THE Landlord agrees with the Tenant:
4.1 SO long as the Tenant does not contravene any term of this lease, to
allow the Tenant to possess and use the property without interference
from the Landlord, anyone who derives title from, or any trustee for,
the Landlord
4.2 (a) TO insure the property, and all additions to it, under a
policy which satisfies the conditions set out below
(b) The conditions with which an insurance policy must comply are:
(i) the insured persons are the Landlord,
(ii) cover is provided against the following risks
('insured risks'), so far as that cover is
generally available for the type of buildings on
the property
fire, lightning, explosion, earthquake, landslip,
subsidence, heave, riot, civil commotion, aircraft,
aerial devices, storm, flood, impact by vehicles
and damage by malicious persons and vandals
and other risks which the Landlord from time to
time reasonably considers should be covered
(iii) the sum insured is at least the full rebuilding
cost of the property, and any additions to it which
should be insured, plus an appropriate percentage
for professional fees and two years' loss of rent
(iv) the policy is issued by a reputable insurance
office or at Lloyd's
5 THE parties agree:
5.1 (a) IF either party so requires, the basic rent is reviewed with
effect from the end of 25th December 2001 ('review date')
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(b) To exercise the option to review the basic rent, one party
gives notice ('review notice') to the other no more than six
months before the review date
(c) If the amount of the basic rent payable from the review date
('new basic rent') is not agreed within three months after
the review notice was given it may be referred to
arbitration
(d) The new basic rent is the rent likely to be paid for the
property in the open market by a willing tenant to a willing
landlord, on the assumptions that:
(i) the property is let on the review date for a period
equal to what then remains of the lease period (but
taking into account the likelihood of the Tenant
being entitled to a new tenancy of the property
when this lease ends)
(ii) it is let on the same terms as are in this lease,
except the amount of the basic rent and any
obligations which are completely performed before
the review date
(iii) it is vacant and ready and equipped for immediate
use for the use allowed
(iv) all the terms and conditions of this lease which
should have been performed have been duly performed
(v) all matters which would have been disregarded under
the Landlord and Tenant Act 1954 section 34(1)(a)
to (c) inclusive had the Tenant been applying for a
new lease are disregarded
(f) Until the new basic rent is agreed or decided, the Tenant
must continue to pay the basic rent at the rate applicable
immediately before the review date ('former basic rent')
(g) On the first day for payment of rent after the new basic rent is
agreed or decided:
(i) the Tenant must pay the Landlord any balance of the
new basic rent over the former basic rent for the
period from the review date until then ('interim
period')
(ii) the Landlord must allow the Tenant as a credit
against liability for rent any balance of the
former basic rent over the new basic rent for the
interim period
5.2 THE Landlord is entitled to re-enter the property or any part thereof
whenever the Tenant:
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(i) is twenty one days late in paying any rent, even if
it was not formally demanded
(ii) has not complied with any obligation in this lease
(iii) when an individual: is, are, or one is, adjudicated
bankrupt or an interim receiver is appointed of the
property of the Tenant, Tenants or one of them
(iv) when a company: it or one of them goes into
liquidation, unless that is solely for the purpose
of amalgamation or reconstruction when solvent, an
administrative receiver of it is appointed or an
administration order is made in respect of it
If the Landlord re-enters the property the term shall cease but
without prejudice to any rights or remedies of the Landlord in
respect of any breach or breaches of the covenants by the Tenant or
Guarantor
5.3 ANY disputed matter, including any failure to agree on a new basic
rent, referred to arbitration under this lease is to be decided by
arbitration under Part 1 of the Arbitration Act 1996 by a single
arbitrator appointed by the parties to the dispute. If they do not
agree on that appointment, the then President of the Royal
Institution of Chartered Surveyors may appoint the arbitrator at the
request of any party
5.4 THE rules as to the service of notices in section 196 of the Law of
Property Act 1925 apply to any notice given under this lease
6 THE parties certify that there is no agreement to which this lease
give effect
SIGNED on behalf of
inTEST LIMITED in the presence of
Director /s/Alyn R. Holt
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Secretary /s/Brian R. Moore
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