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Exhibit 10.6
THIS LEASE is made the day of One thousand nine hundred and
ninety seven
BETWEEN:
(1) BRITISH SKY BROADCASTING LIMITED whose registered office is at Grant Way
Islewortli, Middlesex, TW7 5Q5. (hereinafter called "the Lessor")
(2) IBIS GROUP PLC. whose registered office is at
(hereinafter called "the Lessee")
WITNESSES as follows:
1. IN this Lease the following expressions shall have the meanings ascribed
to them
hereunder viz:--
(a) "the Lessor" shall include the successors in title of the Lessor or other
the reversioner for the time being immediately expectant on the Term
hereby created and where appropriate shall be deemed to include any
superior lessor
(b) "the Lessee" shall include the successors In title and permitted assigns
of the Lessee
(c) "the Superior Lease" shall mean the lease dated 21st August 1990 and made
between (1) Questsun Limited and (2) British Satellite Broadcasting
Limited
(d) "the Superior Lessor" shall mean Wyndham Investments Limited and their
successors in title or other reversioner for the time being immediately
expectant on the term created by the Superior Lease
(e) "the Term" shall mean the term of years hereby granted
(f) "the Plans" shall mean the plans annexed hereto
(g) "the Estate" shall mean the property more particularly described in Part I
of the First Schedule hereto
(h) "the Building" shall mean the building forming part of the Estate and more
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particularly described in Part II of the First Schedule hereto and (where
the context so admits) each and every part thereof and all access ways
leading thereto and therefrom garden and amenity areas thereof and all
yards car parks and other areas used in connection therewith exclusively
by the occupiers thereof for the time being
(i) "the demised premises" shall mean the premises demised by this Lease
forming part of the Building and more particularly described in Part III
of the First Schedule hereto and which expression shall where the context
admits include each and every part thereof and all appurtenances and
services thereof and all buildings and erections thereon together with all
alterations additions and improvements at any time and from time to time
thereto and all landlord's fixtures and fittings of every kind which shall
from time to time be in or upon the demised premises whether originally
affixed or fastened to or upon the same or otherwise
(j) "the full reinstatement value" shall mean the cost (including Value Added
Tax) which in the reasonable opinion of the Superior Lessor would be
likely to be incurred (including all professional fees and fees payable to
the Local Authority) in reinstating the Building and any access thereto in
accordance with the requirements of the Superior Lease at any time during
the period in which any insurance policy or policies shall be in force
including (but without prejudice to the generality of the foregoing) the
anticipated increase (if any) in the cost of labour and/or materials
during such period and any additional cost which in the reasonable opinion
of the Superior Lessor might be incurred in reinstating the Building in
accordance with the Planning Acts (as hereinafter defined) building
regulations and bye--laws in force at the time of reinstatement
(k) "the insured risks" shall mean such risks as may at the discretion of the
Superior
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Lessor from time to time be included in any policy of insurance effected
under the terms of the Superior Lease including (but without prejudice to
the generality of the foregoing) risks in respect of loss or damage by
fire lightning explosion aircraft (other than hostile aircraft) and other
aerial devices or articles dropped therefrom earthquake riot and civil
commotion and malicious damage storm or tempest bursting or overflowing of
water tanks apparatus or pipes flood impact by road vehicles subsidence
landslip settlement and heave architect's surveyor's and other
professional fees demolition and site clearance and related costs incurred
in shoring up any land or building damage to or breakage of plate glass
property owners liability and public and third party liabilities and
insurance against personal injury and damage to property under the
Defective Premises Act 1972 and any other similar statute for the time
being in force and such other risks or insurance as may from time to time
be required by the Superior Lessor in order to safeguard the Superior
Lessor's the Lessor's and the Lessee's respective interests in the demised
premises the Estate and/or the Building
(1) "the loss of rent" shall mean the loss of rent and Service Charge (as
hereinafter defined) payable under this Lease for such period (being not
less than three years) as may be reasonably required by the Lessor from
time to time having regard to the likely period required for reinstatement
in the event of either partial or total destruction of the Building or any
part thereof or of any access thereto in an amount which would take into
account potential increases of rent in accordance with the rent review
provisions hereinafter contained
(m) "the Planning Acts" shall mean the Town and Country Planning Acts 1971 to
1990 or any statutory modification replacement or re--enactment thereof
for the time being in force and any regulations or orders made or having
effect thereunder
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(n) "planning permission" shall mean any permission consent or approval given
or deemed to be given under the Planning Acts
(o) "development" shall bear the same meaning as in the Planning Acts
(p) "event of corporate insolvency" shall mean where a Company shall enter
into liquidation whether compulsory or voluntary (save for the purpose of
reconstruction or amalgamation) or it shall suffer an Administration Order
to be made under the Insolvency Act 1986 or if a Receiver or an
Administrative Receiver or an Administrator shall be appointed over all or
any of its assets
(q) "event of personal insolvency" shall mean where an individual shall become
insolvent or bankrupt or have a Receiving Order or a Bankruptcy Order or
an Interim Order made against him or her under Part VIII of the Insolvency
Act 1986 or such individual shall be unable (or have no reasonable
prospect of being able) to pay a debt with the meaning of Section 267 and
or Section 268 and/or Section 269 of the said Act
(r) "the Services" shall mean any services provided any works carried out and
any obligations undertaken by the Lessor hereunder or by the Superior
Lessor for the benefit of the Lessee for or in respect of the Estate and
the Building or any part or parts thereof and the occupiers thereof or
otherwise for the upkeep repair maintenance decoration replacement
reinstatement management lighting heating cleaning security and control of
the Estate and/or the Building save in respect of any parts of the Estate
and/or Building hereby demised to the Lessee or demised to any other
occupiers thereof
(s) "the Lessor's Expenses" shall mean the cost incurred by the Lessor in the
supply and provisions of the Services under the heads of expenditure set
out in the Third
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Schedule hereto
(t) "the Principal Charge" shall mean the proportion of the Lessor's Expenses
incurred by the Lessor in the provision of the Services which benefit or
are intended to benefit the Estate calculated and payable according to the
provisions of the Third Schedule hereto
(u) "the Supplementary Charge" shall mean an amount equal to twenty--five per
centum (25%) of the Lessor's Expenses incurred by the Lessor in the
provision of the Services which benefit or are intended to benefit the
Building calculated and payable according to the provisions of the Third
Schedule hereto
(v) "the Lessor's Financial Year" shall mean such annual period as the Lessor
may in its discretion determine as being that to which the accounts of the
Lessor's Expenses relate
(w) "the Certificate" shall mean a certificate prepared annually and served by
the Lessor or (at the discretion of the Lessor) by the Lessor's auditors
surveyors accountants or managing agents as soon after the end of the
Lessor's Financial Year as may be practicable certifying the amounts of
the Lessor's Expenses and the Principal Charge and the Supplementary
Charge
(x) except where the context otherwise requires covenants given by more than
one person shall be deemed to have been given jointly and severally and
(where by an individual) shall be binding on and enforceable against such
individual's personal representatives
2. IN consideration of the rents hereinafter reserved and of the Lessee's
covenants hereinafter contained the Lessor HEREBY DEMISES unto the Lessee ALL
THOSE the demised premises TOGETHER with the rights set out in Part I of the
Second Schedule hereto insofar as the Lessor is entitled to grant the same but
EXCEPTING AND RESERVING unto the Lessor or the Lessor's tenants or occupiers of
the Building and the Estate for the time
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being and any adjoining or neighbouring premises and to all others persons now
or during the Term entitled thereto as set out in Part II of the Second Schedule
hereto insofar as the Lessor is empowered to do so TO HOLD the demised premises
(subject to all rights and easements affecting the same) unto the Lessee for the
term commencing on 7th January 1998 and expiring on 20th August 2015 YIELDING
ANTD PAYING THEREFOR yearly and proportionately for any fraction of a year FIRST
(a) for the period from 7th January 1998 to 6th January 2000 the annual rent of
FORTY ONE THOUSAND NINE HUNDRED AND FORTY FIVE POUNDS ((pound)41,945.00) (b)
thereafter during the Term the Clear yearly rent of EIGHTY THREE THOUSAND EIGHT
HUNDRED AND NINETY FIVE POUNDS ((pound)83,895.0O) (subject to variation as
hereinafter mentioned) SUCH rent to be paid by equal quarterly payments in
advance by means of a Bankers Standing Order if so required by the Lessor on the
usual quarter days in every year during the Term without any deduction
whatsoever and SECONDLY by way of additional or further rent on demand the
moneys referred to in Clauses 3(2)(4) and (34) hereof all such sums being
recoverable as rent AND IT IS hereby agreed and declared that the rents the
Principal Charge the Supplementary Charge and all other monies payable by the
Lessee hereunder and which may at any time during the Term be subject to Value
Added Tax shall be considered to be tax exclusive sums and that Value Added Tax
at the current rate shall (where applicable) be payable by the Lessee in
addition thereto (but excluding any payable by the Lessor occasioned by receipt
of the rents and charges hereby made payable or by any disposition or dealing
with or ownership of any interest reversionary to the interest created by this
Lease)
3. THE Lessee to the intent that such covenants shall (where the context so
allows) apply during the Term and any period of holding over or any extension or
continuance thereof whether by statute or at common law HEREBY COVENANT'S with
the Lessor as follows:
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(1) to pay the rents hereby reserved at the times and in the manner aforesaid
without any deduction whatsoever
(2) to pay to the Lessor the Principal Charge and the Supplementary Charge
(3) to bear pay and discharge (in addition to the said rents) all existing and
future rates taxes duties charges assessments impositions and outgoings
whatsoever whether parliamentary parochial or of any description which are
now or which may at any time during the Term be assessed charged or
imposed upon or payable in respect of the demised premises or on the owner
or occupier in respect thereof (but excluding any payable by the Lessor
occasioned by receipt of the rents and charges hereby made payable or by
any disposition or dealing with or ownership of any interest reversionary
to the interest created by this Lease)
(4) to reimburse the Lessor forthwith for any sums paid or payable in respect
of the demised premises by the Lessor for any such rates taxes charges
assessments impositions and outgoings whatsoever whether parliamentary
parochial local or of any other description which now are or which may at
any time during the Term be payable by the owner or occupier of the
demised premises PROVIDED ALWAYS that if any such amount so paid by the
Lessor includes any sum in respect of the Building and/or the Estate as a
whole with or without other premises then the proportion of such amount
applicable to the demised premises for the purpose of ascertaining the
liability of the Lessee hereunder shall be conclusively certified save in
the case of arithmetical or other manifest errors by the Lessor's surveyor
acting as an expert and not as arbitrator
(5) at the cost of the Lessee from time to time and at all times during the
Term to put and keep the demised premises both inside and outside
including the fixtures fittings and
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additions thereto and water and sanitary apparatus and all electrical
systems therein and the central heating and air conditioning systems (if
any) sewers drains (including those up to the point of connection with the
public sewer or common drain) conduits and pipes exclusively serving the
demised premises gutters and roofs foundations walls timbers doors windows
internal passageways walls easements and appurtenances thereof in good and
substantial repair condition and decoration and safe working order And the
liability of the Lessee in this respect shall not be affected or qualified
by reason of the present age or state of repair of the existing building
comprising the demised premises or any part thereof or the services
thereof (damage by any of the insured risks excepted save and only to the
extent that any policy or policies of insurance relating to the demised
premises shall be vitiated in whole or in part by reason of any act by the
Lessee) and if at any time during the Term whether by reason of its age or
state of dilapidation or requirement of any competent authority or
otherwise it shall become necessary for the purpose of complying with the
covenant on the part of the Lessee herein contained or otherwise for the
purpose of maintaining such existing building in a proper condition to
rebuild renew or replace the said building or any part thereof or any
service or system as aforesaid then the Lessee shall at the Lessee's own
expense and with all practical speed and under the inspection and to the
reasonable satisfaction of the Lessor's surveyors and in accordance with
the plans and specifications to be previously approved by them such
approval not to be unreasonably withheld refused or delayed carry out such
rebuilding replacement or renewal AND to deliver up the demised premises
to the Lessor together with all additions and improvements made thereto in
the meantime and all fixtures and fittings of any kind in or upon the
demised premises and which may during the Term be
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affixed or fastened to or upon the same (except tenant's fixtures and
fittings which may be removed by the Lessee and if required by the Lessor
are to be removed by the Lessee who shall in either such event make good
any damage caused thereby) in such good and substantial repair condition
and decoration and working order as are in accordance with the covenants
on the Lessee's part herein contained with vacant possession at the
expiration or sooner termination of the Term And if so reasonably required
by the Lessor at the expiration or sooner determination of the Term at the
Lessee's own cost to reinstate and make good the demised premises and
restore the same as if any improvements carried out at the cost of the
Lessee during the Term had not been made
(6) in the year 2000 and thereafter in every subsequent fifth year of the Term
and in the last year of the Term (however it may be terminated) to paint
all the inside wood and iron and stucco and cement parts usually painted
of the demised premises with three coats of good quality paint whereso
usually treated in a proper and workmanlike manner and after every
internal painting to stop grain varnish wash and apply three coats of
paint to and on all such parts as have previously been so treated and to
repaper with paper of as good quality as would be equivalent at least to
the painting as aforesaid such parts as were previously papered and to the
approval of the Lessor such approval not to be unreasonably withheld
refused or delayed Provided that in the last year of the Term the tints
colours and patterns of all such works of internal decoration shall be
approved by the Lessor in writing such approval not to be unreasonably
withheld refused or delayed
(7) at all times during the Term to keep the demised premises sufficiently
supplied and equipped with fire fighting and extinguishing apparatus and
appliances which shall
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have been notified in writing to the Lessee as reasonably required from
time to time by the Lessor or the Local Authority or the insurers of the
demised premises which shall be open to inspection by the Lessor or other
authorised persons on demand and maintained to their reasonable
satisfaction and also not to obstruct the access to or means of working
such apparatus and appliances by the Lessee's operations at or connected
with the demised premises and at all times during the Term to comply with
all reasonable recommendations which shall be notified in writing to the
Lessee from time to time by the Lessor and the insurers of the Building
and the Local and Fire Authorities as to fire precautions relating to the
demised premises
(8) at all times during the Term to keep the demised premises in a clean and
tidy condition and clear of all rubbish and to clean at least once every
month the inside and outside of the windows and window frames and any
plate glass of the demised premises and all glass (if any) in the entrance
doors thereto
(9) (a) at all times during the Term to comply in all respects with the
provisions and requirements of the Planning Acts and of all planning
permissions so far as the same respectively relate to or affect the
demised premises or any part thereof or any operations works acts or
things already or hereafter during the Term to be carried out
executed done or omitted thereon or the use thereof for any purpose;
and
(b) during the Term so often as occasion shall require at the expense in
all respects of the Lessee to obtain all such planning permissions
and serve all such notices as may be required for the carrying out
of any operations on the demised premises or the institution or
continuance thereon of any use thereof which may constitute
development but so that no application for planning
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permission shall be made without the previous written consent of the
Lessor which shall not be unreasonably withheld refused or delayed
in respect of any such operation or use which is either permitted
hereunder or for which the Lessor's consent has been obtained; and
(c) subject only to any statutory direction to the contrary to pay and
satisfy any charge or levy that may now or hereafter be imposed
under the Planning Acts or any Finance Act now or during the Term in
force in respect of the carrying out or maintenance of any such
operations or the institution or continuance of any such use as
aforesaid; and
(d) notwithstanding any consent which may be granted by the Lessor under
this Lease not to carry out or make any alteration or addition to
the demised premises or any change of use thereof (being an
alteration or addition or change of use which is prohibited by or
for which the Lessor's consent is required to be obtained under this
Lease and for which a planning permission needs to be obtained)
before all necessary notices under the Planning Acts in respect
thereof have been served or before all such notices and all such
necessary planning permissions have been produced to the Lessor and
acknowledged by the Lessor in writing as satisfactory to the Lessor
But so that the Lessor may refuse so to express satisfaction with
any such notice or planning permission on the ground that anything
contained therein or omitted therefrom or (as regards planning
permission) the period thereof would in the reasonable opinion of
the Lessor's surveyor be prejudicial to the Lessor's interest in the
demised premises whether during the Term or following the
determination or expiration thereof; and
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e) unless the Lessor shall otherwise direct to carry out and complete
before the expiration or sooner determination of the Term:
(i) any works stipulated to be carried out to the demised premises
by a date subsequent to the expiration or sooner determination
as a condition of any planning permission granted to the Lessee
for any development begun by the Lessee before such expiration
or determination; and
(ii) any development begun by the Lessee upon the demised premises
in respect of which the Lessor shall or may be or become liable
for any charge or levy under the Planning Acts or any Finance
Act as aforesaid; and
(f) if and when called upon so to do to produce to the Lessor or the
Lessor's Surveyor all such plans documents and other evidence as the
Lessor may reasonably require in order to satisfy the Lessor that
the provisions of this covenant have been complied with in all
respects
(10) at all times during the Term to observe and comply in all respects with
the provisions and requirements of any and every enactment (which
expression in this covenant includes as well any and every Act of
Parliament already or hereafter during the Term to be passed and any and
every order regulation and bye--law already or hereafter during the Term
to be made under or in pursuance of any such Act) so far as they relate to
or affect the demised premises or any additions or improvements thereto or
the user thereof for any purpose for which the demised premises are
actually used or the use or employment therein of any person or persons or
any fixtures machinery plant or chattels for the time being affixed
thereto or being thereupon or used for the purposes thereof and to execute
all works and provide and maintain all arrangements
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which by or under any enactment or by any government department local
authority or other public authority or duly authorised officer or Court of
competent jurisdiction acting under or in pursuance of any enactment are
or may be directed or required to be executed provided and maintained at
any time during the Term upon or in respect of the demised premises or any
additions or improvements thereto or in respect of any such user thereof
or employment therein of any person or persons or fixtures machinery plant
or chattels as aforesaid whether by the owner or occupier thereof and to
indemnify the Lessor at all times against all costs charges and expenses
incidental to the execution of any works or the provision or maintenance
of any arrangements so directed or required as aforesaid and not at any
time during the Term to do or omit or suffer to be done or omitted on or
about the demised premises any act or thing by reason of which the Lessor
may under any enactment incur or have imposed upon the Lessor or become
liable to pay any penalty damages compensation costs levy charges or
expenses
(11) without prejudice to any other provision of this Lease to comply in all
respects with the requirements of the Public Health Acts and the Offices
Shops and Railway Premises Act 1963 or any act or acts amending or
replacing the same or any of them or any rules or regulations made
thereunder whether imposed upon the Lessor or on the Lessee relating to
the Lessee's use and occupation of the demised premises and at all times
during the Term to indemnify and keep indemnified the Lessor against the
consequence of any breach or non--observance thereof and without prejudice
to the generality of the foregoing not to permit or suffer to be working
in the demised premises at any time such a number of persons that the
requirements as to sanitary conveniences and washing facilities prescribed
by any of the said Acts will in any way
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be infringed
(12) forthwith to notify the Lessor or the Lessor's agents of any defect in the
demised premises or any part or parts thereof which might give rise to a
duty under the Defective Premises Act 1972 or any similar Act or any
statutory modification or re--enactment thereof for the time being in
force
(13) within seven days of receipt thereof by the Lessee to give the Lessor full
particulars of any notice or order or proposal for a notice or order
served upon the demised premises or upon the Lessee by the local authority
or any body or corporation under any statute and if so reasonably required
by the Lessor to produce the same and at the reasonable request and cost
of the Lessor make or join in making such objections or representations in
respect of any proposal as the Lessor may reasonably require PROVIDED THAT
the Lessee shall not be obliged to join in any such objections or
representations in circumstances where it is of the reasonable opinion
that the same are not in its interests
(14) not to use the demised premises other than as offices or any use as
referred to in Class B(1) of the Town and Country Planning (Use Classes)
Order 1987 and not to use the demised premises nor permit or allow them to
be used for any other purpose whatsoever
(15) not to carry on or permit or suffer to be carried on upon the demised
premises any trade or occupation or do or suffer any act or thing which
may increase the premium payable for insurance of the Building and/or the
Estate against any of the insured risks or the loss of rent or which may
make void or voidable any policy for any such insurance and in case of any
increase in any such premium caused by the Lessee or any servant agent or
visitor of the Lessee as aforesaid the same shall be deemed to be
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included in and recoverable as part of the rent hereby reserved but such
provisions shall be without prejudice to the Lessor's right of action
against the Lessee in respect of any contravention of this sub--clause
(16) not at any time to use the demised premises or any part thereof or allow
the be used for any public meeting public exhibition or public
entertainment or for any illegal or immoral purpose or for any noisy
noxious or offensive trade manufacture business or occupation nor shall
the Lessee commit any wilful or voluntary waste spoil or destruction in
or upon the demised premises nor allow any sale by auction to be held on
the demised premises nor permit any musical instrument gramophone wireless
loudspeaker television or similar apparatus to be played or used thereon
so as to be audible from outside the demised premises nor permit or suffer
the demised premises to be used as a residence or sleeping place for any
person or persons nor for the purpose of any betting transaction within
the meaning of the Betting Gaming and Lotteries Act 1963 or for gaming
within the meaning of the Gaming Act 1968 or any statutory modifications
or re--enactment's thereof with or between persons resorting to the
demised premises or for a club where intoxicating liquor is supplied to
members or their guests and not to make or permit or suffer to be made any
application for a betting office licence or a licence or registration
under the Gaming Act 1968 or any statutory modification or re--enactment
thereof in respect of the demised premises or any part thereof
(17) not to do or knowingly to permit or suffer to be done in or upon the
demised premises or any part thereof anything which shall or may be or
become or cause a nuisance damage annoyance inconvenience disturbance
injury or danger to the Lessor or the owners lessees or occupiers of the
Building or the Estate or any adjoining or
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neighbouring premises and to keep the Lessor fully and effectually
indemnified against all actions proceedings damages costs expenses claims
and demands whatsoever arising out or of in consequence of any breach or
non--observance of this covenant
(18) not knowingly to permit or suffer any encroachment to be made or easement
to be acquired on or over the demised premises and in particular not to
allow any right of access of light or air from or over the demised
premises or from the Building to any neighbouring property outside the
Estate to be acquired and if any encroachment or easement shall be made or
threatened to be made or if any window or opening shall be made threatened
to be opened or made in any neighbouring building (whether already or
hereafter during the Term to be erected) which if not obstructed might by
lapse of time confer the right to such access of light or air in favour of
any such neighbouring property upon the same coming to the attention of
the Lessee forthwith to give notice to the Lessor and at the cost of the
Lessee to do all such things as may be proper for the purpose of
preventing the making of such encroachment or the acquisition of such
easement or right
(19) (1) (a) not to assign or underlet or part with possession or share the
occupation of part or parts only of the demised premises save
by way of underletting or permitted by the provisions of
sub--clause 19(5) hereof PROVIDED ALWAYS that nothing in this
sub--clause shall preclude the Lessee from sharing possession
or occupation of the demised premises with any Associated
Company of the Lessee on condition (i) that no relationship of
landlord and tenant shall be created thereby between the
Lessee and any such Associated Company and in particular (but
without prejudice to the generality of the foregoing) that
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such sharing of possession or occupation shall be in such a
manner as to ensure that any such Associated Company does not
acquire any rights under Part II of the Landlord and Tenant
Act 1954 or any Act amending or replacing the same and (ii)
that the Lessor shall be given prior written notice with full
relevant particulars of any such sharing of possession or
occupation proposed to take place and (iii) that upon any such
Associated Company ceasing to be an Associated Company of the
Lessee for the time being of the demised premises any such
sharing of possession or occupation shall immediately cease
and determine and the Associated Company shall forthwith
vacate the demised premises For the purpose of this proviso
the expression "Associated Company" means any Subsidiary
Company of the Lessee or any company of which the Lessee is a
Subsidiary Company or any company whose Holding Company is the
Holding Company of the Lessee and the expressions "Subsidiary
Company" and "Holding Company" shall have the meanings
assigned to them by Section 736 of the Companies Act 1985; and
(b) (i) not to assign underlet or part with or share possession
or occupation of the demised premises as a whole except
subject to the conditions hereinafter appearing and not
without the previous consent in writing of the Lessor
such consent not to be unreasonably withheld or delayed
PROVIDED THAT (and the parties hereto agree and declare
that) it shall not be unreasonable for the Lessor to
withhold the consent where
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(a) there exists a material subsisting breach of the
covenants on the part of the Lessee contained in this
Lease or
(b) the intended assignee does not meet the requirements of
sub--clause (c) hereof unless the Lessee guarantees the
performance by the intended assignee in the form of the
Authorised Guarantee Agreement contained in the Fifth
Schedule hereto
(c) (i) On any assignment of the Lease by the Lessee PROVIDED
THAT either:
(a) any assignee is at that time of comparable financial
standing to that of the Lessee as at the date hereof and
without prejudice to the generality of the foregoing
meets the minimum criteria specified in sub--clause
(iii) hereof ("the minimum criteria") or
(b) a guarantor of the intended assignee (hereinafter called
"the Guarantor") is of comparable financial standing to
that of the Lessee at the date hereof and without
prejudice to the generality of the foregoing meets the
minimum criteria so that the Lessor is in its reasonable
discretion satisfied that by releasing the Lessee from
its obligations contained in this Lease the value and
marketability of the Lessor's interest in the demised
premises would not be materially prejudiced and
(ii) the Lessor's formal licence to the assignment has been
obtained
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in accordance with the provisions of this Lease and the
Guarantor of the intended assignee covenants with the Lessor
in the terms as set out in the Guarantor's covenant contained
in the Fourth Schedule of this Lease
then the Lessor will in such circumstances on formal application and
at the reasonable cost of the Lessee release the Lessee from its
covenants contained in this Lease
(iii) the minimum criteria for the purposes of paragraph (c)(i)(a)
hereof means that
(a) at the time of the application for the Lessor's Licence
("the Application Date") to the intended assignment its
annual profits before tax in each of the three
consecutive and complete trading years immediately
preceding the Application Date exceed an amount
representing the Rent at the Application Date multiplied
by three and that its net shareholders funds (as shown
in its latest individual audited accounts) were not less
than five times the Rent as evidenced by a set of
properly audited accounts the latest set of which was
dated not earlier than nine months before the
Application date;
(b) such audited accounts have been prepared in each case on
a consistent basis in accordance with the standard and
criteria of accounting practice most commonly adopted by
UK Companies in the area of business in
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which the said assignee or Lessee operates; and
(c) a letter confirming and evidencing the above
requirements is issued and addressed to the Lessor by
the auditors who have prepared the most recent set of
published accounts
(2) Upon every application for consent required by this clause 3(19) to
disclose to the Lessor such information relevant to the application
and as to the terms proposed as the Lessor may reasonably require
(3) the Lessor may in the Lessor's absolute discretion require as a
condition of the grant of any consent to any such permitted
assignment or sub--letting or other dealing with the demised
premises an express covenant by the proposed assignee or sub--tenant
directly with the Lessor to observe and perform the covenants by the
Lessee and the conditions herein contained including a covenant not
further to assign or underlet or part with or share the possession
of the whole or any part or parts of the demised premises except as
aforesaid and (in the case of an assignee) to pay the rents the
Principal Charge and the Supplementary Charge and other moneys
payable hereunder PROVIDED FURTHER that any such sub--letting must
be made subject to the like provisions of those contained in this
sub--clause
(4) not to underlet or agree to underlet the demised premises or any
part or parts thereof except at the rack rental market value for the
time being without taking a fine or premium such rent not being less
than the rents then reserved and made payable by the Lessee under
this Lease
(5) not to underlet any part (as opposed to the whole) of the demised
premises
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have (i) for a term of less than five years and (ii) for a single
underletting of a whole floor of the demised premises and (iii) with
the Lessor's prior written consent such not to be unreasonably
withheld refused or delayed and (iv) in such manner as to procure
that prior to the grant of such underletting and prior to the taking
by such sub--tenant of any possession or occupation of that part of
the demised premises proposed to be underlet the Lessee and the
proposed sub--tenant shall obtain from a Court of competent
jurisdiction an Order excluding the application of Sections 24--28
of the Landlord and Tenant Act 1954 to such sub--tenancy
(6) within one calendar month after any permitted dealings as aforesaid
(save any sharing of possession or occupation with any associated
company) or of any devolution on death or any licence or permission
given by the Lessor to any person or company to occupy or use the
demised premises to give without any demand by any person to the
Lessor's Solicitors notice in writing with particulars of the name
and address in whose favour such dealing or other matter shall have
been effected and of the terms period and rent payable in respect
thereof paying at the same time to the Lessor's solicitors a fee of
Twenty--five Pounds or such greater fee as may from time to time be
reasonable for dealing with such registration and any fee payable to
any superior lessor produce to such solicitors for registration a
certified copy of the original instrument effecting the dealing or
disposition
(20) (a) not to load nor to use or permit or suffer to be loaded or used the
structure of the demised premises or the Building in any manner
which will in any way strain or interfere with or in the reasonable
opinion of the Lessor cause
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damage to the main members or structure thereof
(b) not to place or cause to be placed or suffer to remain any goods
parcels refuse or rubbish in or about the staircases lifts corridors
landings passages entrances forecourts service areas or courtyards
(if any) of or within the curtilage of the Building and/or the
Estate nor otherwise obstruct the same nor knowingly to allow or
permit persons to loiter or congregate therein or thereon and in all
respects to conform to such reasonable rules and regulations
(including regulations as to the method of bringing and carrying
telephone and other wires into the demised premises) as the Lessor
may from time to time make and notify to the Lessee in writing for
the orderly convenient and healthy management of the Building and
the Estate and of any convenience thereof or outside the same
(c) not to stop up or obstruct in any way whatsoever or permit oil
grease or other deleterious matter or substance to enter the drains
and sewers serving the demised premises and to employ such plant for
treating any deleterious effluent before permitting the same to
enter such drains and sewers as may be reasonably required from time
to time in accordance with the best modern practice
(d) not to keep or permit or suffer to be kept upon any part of the
demised premises any animals or livestock whatsoever
(21) (a) not any time knowingly to permit or cause goods to be deposited or
placed outside the Building or the demised premises nor upon any
part of the loading and unloading areas (if any) at the Estate save
temporarily so far as is necessary to load and unload goods to the
demised premises nor knowingly to
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permit or cause vehicles to park in any such areas except so far as
is necessary to load and unload goods to the demised premises and
not to knowingly permit or cause any obstruction whatsoever to or in
any such areas and in case of any breach of the conditions contained
in this sub--clause contained the Lessor shall at any time without
notice to the Lessee have the right by the Lessor's servants agents
or workmen to remove such obstruction and if necessary for this
purpose the like right to enter into upon the demised premises or
any part thereof
(b) not to do or knowingly permit any act or thing whereby any road yard
forecourt path or passage appurtenant to the demised premises or to
the Building or to the Estate may be damaged or obstructed or the
fair use thereof by others may be impeded or hindered in any manner
whatsoever and not to exhibit place or put any articles of any kind
whatsoever outside the demised premises or the Building or permit
any trading therein or thereon except inside the demised premises
(22) (a) not at any time during the Term without the Lessor's consent which
shall not be unreasonably withheld refused or delayed to make any
alteration or addition to the electrical installation of the demised
premises and then only in accordance with the terms and conditions
laid down by the Institution of Electrical Engineers and the
Regulations of the Electricity Supply Authority
(b) not at any time during the Term without the consent of the Lessor
which shall not be unreasonably withheld refused or delayed and of
any insurers of the demised premises or of the Building to store or
permit to be stored in the demised premises or any part thereof any
petrol or other specially inflammable
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explosive or combustible substance
(c) not to install or permit or suffer to be installed any machinery in
or on the demised premises nor any fire burning apparatus except of
a type to be first approved by the Lessor such approval not to be
unreasonably withheld refused or delayed
(23) not at any time during the Term to set up any bill placard poster
signboard advertisement or lettering on the exterior of the demised
premises or in such a position so visible from the exterior of the demised
premises (including any model sign placard board or notice whether
illuminated or not) Provided that this covenant shall not apply to notices
or advertisements in regard to any businesses carried on upon the demised
premises as aforesaid if such notices are indicated in a manner provided
for the Building and/or the Estate and which shall not in the reasonable
opinion of the Lessor prejudice the amenities of the Building and the
Estate and provided the design and position of lettering and the position
and general character of the notices advertisements or signs shall have
previously been approved in writing by the Lessor such approval not to be
unreasonably withheld refused or delayed
(24) not at any time or times during the Term without the prior written consent
of the Lessor such consent not to be unreasonably withheld refused or
delayed to make or permit or suffer to be made any alterations
modifications or additions to the demised premises or any of its services
or make or permit or suffer to be made any change or addition whatsoever
in or to the demised premises or to the Building or make or change the
existing design or appearance or the external decorative scheme of the
demised premises
(25) in case at any time during the Term any dispute shall arise between the
Lessee and
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any other person relating to the demised premises at the Estate
respectively vested in them or as to party or other walls rights drains
watercourses or other easements rights or appurtenances whatsoever
relating or belonging thereto or any repairs thereto or any nuisance or
annoyance arising therefrom then and in every such case such dispute shall
be referred to the determination and award of the Surveyor for the time
being of the Lessor whose decision (save as to any matter of law) shall be
final and binding upon the Lessee and whose costs and expenses shall be
borne by the Lessee and any other such person in such manner as the said
surveyor shall determine and award
(26) to permit the Lessor and all persons authorised by the Lessor with or
without workmen and others at all reasonable times during the Term at
reasonable hours during the daytime upon prior appointment and subject to
supervision (except in case of emergency) to enter the demised premises:
(a) to view their state and condition and to give to the Lessee notice
in writing of all defects and defaults in repair for which the
Lessee may be liable hereunder and the Lessee shall at the Lessee's
own cost forthwith after such notice commence and diligently proceed
with all works necessary to well and substantially repair and make
good all such defects and defaults in repair to the demised premises
according to the covenants in that behalf hereinbefore contained
PROVIDED THAT if the Lessee shall neglect properly to execute such
repairs it shall be lawful for the Lessor (but without prejudice to
the right of re--entry hereinafter contained) at any time after the
expiration of two months from the date of such notice as aforesaid
(or immediately in case of emergency) to enter the demised premises
and repair and make good all such defects and defaults in repair at
the expense of the Lessee and the costs and
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expenses of such repairs together with interest thereon at the rate
hereinafter specified from the date of expenditure to the date of
payment shall be repaid by the Lessee to the Lessor on demand as
liquidated damages and be recoverable forthwith by action or by
distress as if such monies formed part of the rent payable hereunder
(b) only to the extent that the same cannot be effectively or
economically carried out from outside the demised premises for the
purpose of carrying out the Lessor's obligations hereunder and
cleansing amending decorating and repairing any adjoining premises
and the Estate and all other things used in common with the demised
premises and for the purpose of measuring the demised premises or
inspecting the same for the purposes of rent review or for the
preparation of sale or letting particulars
(27) to permit the Lessor during the last six months before the expiration of
the Term if the Lessor so desires to fix in a conspicuous position on the
demised premises which shall not unreasonably interfere with the Lessee's
use and/or enjoyment and/or occupation of the demised premises in
accordance with the terms of this Lease a notice board for the re--letting
of the same and not to take down or obscure the said notice board and to
permit all persons authorised by the Lessor to view the demised premises
at reasonable hours in the daytime by prior appointment
(28) to indemnify the Lessor in respect of all actions proceedings costs claims
and demands which might be made by any adjoining owner tenant occupier or
any other person whatsoever or any competent authority and all liability
which may be incurred by the Lessor by reason of:
(a) any defect in the demised premises or in the execution of any
alteration or
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addition to the demised premises carried out by the Lessee
(b) any interference or alleged interference or obstruction by the
Lessee of any right or alleged right of light air drainage or other
right or alleged right now existing for the benefit of the Building
and/or the Estate or of any adjoining or neighbouring property
(c) any stoppage by the Lessee of the drains used in common with the
owner or occupier of any other part of the Building and/or the
Estate or of any adjoining or neighbouring property
(d) all damage occasioned to the demised premises or to the Building
and/or the Estate or to any adjacent or neighbouring premises or to
any person caused by any act default or negligence of the Lessee the
occupier or their respective servants agents or visitors
(29) to indemnify and keep indemnified the Lessor from and against legal
liability in respect of all loss damage actions proceedings suits claims
demands costs damages liabilities and expenses in respect of any injury to
or death of any person or damage to any property movable or immovable by
reason of or arising in any way directly or indirectly out of:
(a) the non--performance or non--observance of any of the Lessee's
covenants agreements conditions and stipulations on the Lessee's
part herein contained or the repair or state of repair condition or
existence or any alteration of or to the demised premises or to the
user of the demised premises; and
(b) anything now or hereafter during the Term erected by the Lessee and
attached to or projecting from the demised premises; and
(c) in respect of any act or default or omission of any person entering
or
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occupying the demised premises and authorised by the Lessee to be
there unless the same be occasioned by or result from the negligence
or default of the Lessor's agents or employees
(30) to pay all costs charges and expenses (including solicitors' costs and
surveyors' fees) properly incurred by the Lessor in all of the following
cases:
(a) for the purpose of or incidental to the preparation and service of
any notice under Sections 146 or 147 of the Law of Property Act 1925
or any statutory re--enactment or modification thereof
notwithstanding forfeiture for such breach shall be avoided
otherwise than by relief granted by the Court; and
(b) for the purpose of and incidental to the preparation and service of
any notice relating to the repair and decoration of the demised
premises in connection with delivery up thereof at the expiration or
sooner termination of the Term; and
(c) for the purpose of and incidental to the preparation and service of
any notice relating to the repair and decoration of the demised
premises at any time during the Term in accordance with the
provision of Clauses 3(5) to 3(7) inclusive hereof
the above costs charges and expenses (without prejudice to the generality
of the foregoing) shall include all professional or other fees (including
legal and surveyors' fees) incurred in the preparation of any schedules of
dilapidation's and all subsequent fee properly incurred for the reasonable
supervision of the works of repair and decoration to be carried out
pursuant thereto
(31) to pay all costs charges and expenses incurred by the Lessor in abating a
nuisance at the demised premises arising out of the act or default of the
Lessee and executing all
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such works as may be necessary for abating such nuisance in compliance
with a notice served by the Local Authority or otherwise
(32) to pay all reasonable and proper legal costs and Value Added Tax payable
thereon incurred by the Lessor attendant upon or application made by the
Lessee for a consent or licence here in before required or made necessary
whether the same be granted or reasonably refused or granted subject to
any lawful qualification or condition or whether the application be
withdrawn
(33) to pay in addition to the rents the Principal Charge the Supplementary
Charge and all other monies payable hereunder by or on behalf of the
Lessee to the Lessor or any person acting on its behalf any Value Added
Tax which is or may at any time hereafter become payable in respect
thereof whether as a result of an election made by the Lessor pursuant to
Clause 5(7) hereof or otherwise
(34) if the Lessee shall fail to pay any rent or insurance premium or any other
money due hereunder or any Value Added Tax payable thereon within fourteen
days of its due date then the Lessee shall (in addition to any sums
outstanding) pay to the Lessor interest on any such sum or balance thereof
so due at the rate of four per centum per annum above Barclays Bank PLC
base lending rate for the time being in force from the date such sum or
balance was originally due and payable until actual payment thereof
4. THE Lessor HEREBY COVENANTS with the Lessee that:--
(1) the Lessee shall and may peaceably and quietly hold and enjoy the demised
premises and all rights granted hereunder throughout the Term without any
interruption from or by the Lessor or any person lawfully claiming through
under or in trust for the Lessor or by title paramount
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(2) the Lessor will use all reasonable endeavors to procure that the Superior
Lessor complies with the covenants on its part contained in the Superior
Lease as follows:
(i) to insure and (unless the insurance so effected shall become void or
voidable through or by any reason of any act neglect or default of
the Lessee or the Lessee's servants agents licensees or visitors) to
keep insured the demised premises against loss or damage by the
insured risks in some insurance office or with underwriters of
repute in the full reinstatement value thereof and for the loss of
rent AND
(a) with note of the Lessee's and any mortgagee's or charge's
interest noted thereon
(b) the Lessor will produce to the Lessee on demand (but not more
often than once in any period of 12 months) and at the Lessee's
expense a copy of the policy with a Schedule of the insurances
and evidence of the payment of the last premium due AND
in case of destruction or damage by fire or other insured risk
(unless payment of any monies payable under any policy of insurance
shall be refused either in whole or in part by reason of any act
neglect or default of the Lessee or the Lessee's services agents
licensees or visitors) to apply all policy monies (other than for
loss of rent) received under or by virtue of any such insurance as
aforesaid in rebuilding or reinstating the demised premises with all
possible speed subject to the necessary labour and materials being
procurable and subject to all statutory consents being obtained AND
ALSO PROVIDED THAT if rebuilding or reinstatement shall (at the
relevant time) prove to be legally impossible or impracticable and
the insurance monies are paid out by
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the insurers such monies shall be paid to and retained by the Lessor
the Lessor's own benefit
(ii) at such times as the Lessor shall in its absolute discretion think
fit it shall paint the rendered area on the front exterior fascia of
the Building
(iii) unless prevented by strikes lock--outs or other causes beyond the
Lessor's control to use reasonable endeavours to provide the
Services PROVIDED ALWAYS that the Lessor:
(a) may from time to time in the Lessor's absolute discretion
withhold add to extend vary and make any alterations in the
provision of the Services or any of them if the Lessor at the
Lessor's like discretion deems it desirable so to do for the
more efficient conduct and management of the Building and/or
the Estate
(b) shall not be responsible for any inconvenience occasioned by
the non--supply failure or breakdown of the Services or for an
loss or damage suffered by the Lessee as a result thereof or
occasioned by negligence or default of the Lessor's agents or
employees in regard to the Services or the fulfillment or
non--fulfillment of the Lessor's obligations hereunder in
regard thereto unless the Lessor after having received
notification of such failure non--supply or breakdown or
negligence or default shall have failed to take prompt action
to remedy the same and
(c) shall not be under any liability hereunder by reason of any
defect in or want of repair to the Building or any other part
of the Estate unless notice of such defect or want of repair
shall have been brought to the Lessor's attention and the
Lessor shall for an unreasonable period have
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failed to remedy or repair the same
AND the Lessor shall be free to make such alterations as it thinks fit to
the layout of the Estate to the internal arrangement of the Building
(other than the demised premises) and the access to the demised premises
PROVIDED THAT such alterations shall not unreasonably interfere with the
Lessee's use occupation or enjoyment of the demised premises
(3) the Lessor will comply with the covenants on the part of the tenant
contained in the Superior Lease
5. IT IS HEREBY AGREED THAT:
(1) Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Lessor if the rents the
Principal Charge and the Supplementary Charge or any other payments hereby
reserved or any part thereof shall be unpaid for fourteen days after
becoming payable (whether formally demanded or not) or if any covenant on
the Lessee's part herein contained shall not be performed or observed or
if there shall be an event of corporate insolvency when the Lessee for the
time being hereunder or the Surety thereof (if any) is a company or if
there shall be an event of personal insolvency when the Lessee for the
time being hereunder is an Individual or being more than one individual an
event of personal insolvency in respect of any one of them or the Surety
of any-one of them (if any) or if the Lessee or if there shall be more
than one any one of them shall enter into any composition with his or
their creditors or suffer any distress or execution to be levied on his or
their goods then and in any such case it shall be lawful for the Lessor 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
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to any antecedent claim by the Lessor against the Lessee
(2) if the demised premises and/or the Building and/or the Estate or any part
thereof shall at any time be destroyed or so damaged by the insured risks
or any of them hereof so as to render the demised premises or the means of
access thereto unfit for Occupation or use and the relevant policy or
policies effected by the Lessor shall not have been vitiated or payment of
the policy monies or in part in consequence of some act or default by the
Lessee or the tenants licensees or visitors of the Lessee then and in such
case the rents hereby reserved or a fair proportion thereof according to
the nature and extent of the damage sustained shall be suspended and cease
to be payable until the demised premises or the access shall again be
rendered fit for Occupation and/or use or until the expiry of the period
or such longer period for which the Lessor may have insured against loss
of rent whichever shall be the sooner and in case of dispute as to the
proportion or period of such abatement the same shall be referred to
arbitration pursuant to the Arbitration Act 1996 or any statutory
modification or re--enactment being in force Provided THAT if the Lessor
shall for whatever reason have failed to substantially complete any works
of repair or reinstatement of the demised premises and/or the Estate as
the case may be or any part thereof 36 months from such damage or hall
have the right at any time in writing served on the Lessor to terminate
the Term but without prejudice to. any claim by the Lessee against the
Lessor in respect of any antecedent breach of covenant or other claim
(3) nothing herein contained shall by implication of law or otherwise operate
to confer on the Lessee any easement right or privilege whatsoever over or
against the Building the Estate or any adjoining or other property
belonging to the Lessor which might restrict or prejudicially affect the
future re--building alteration or development of the Building
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34
the Estate or such adjoining or other property nor shall the Lessee be
entitled to compensation for any damage or disturbance caused by or
suffered through any such rebuilding alteration or development
(4) the Lessor shall not be responsible to the Lessee or any servants agents
licensees or visitors of the Lessee or other persons in the demised
premises or calling upon the Lessee for any accident happening or injury
suffered or damage to or loss of any chattel or property sustained on or
about the demised premises or in or about the Building or the Estate or
the curtilages thereof unless occasioned by the negligence or default of
the Lessor's agents or employees
(5) no acceptance of or demand or receipt for rent or the Principal Charge or
the Supplementary Charge by the Lessor after knowledge or notice received
by the Lessor or the Lessor's agents of any breach of any of the Lessee's
covenants herein contained or implied shall operate as a waiver in whole
or in part of any such breach or of the Lessor's rights of forfeiture or
re--entry in respect thereof but any such breach shall for all the
purposes of these presents be a continuing breach of covenant so long as
such breach shall be subsisting and neither the Lessee nor any person
taking any estate or interest under the Lessee shall be entitled to set up
any such acceptance of or demand or receipt for rent or the Principal
Charge or the Supplementary Charge as a defence in any action or
proceeding by the Lessor
(6) insofar as Value Added Tax may not at the date hereof be charged by the
Lessor on the rents and other monies payable by the Lessee hereunder the
Lessor shall have the right at any time during the Term to elect that such
rents and monies shall henceforth be subject to Value Added Tax at the
rate or rates from time to time applicable thereto
(7) any wall dividing the demised premises from any other part of the Building
shall be
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deemed to be a party wall within the meaning of Section 38 of the Law of
Property Act 1925 and shall be repaired and maintained as such by the
Lessee and the tenant and/or occupier of such other part of the Building
6. IT IS HEREBY FURTHER AGREED that:
(1) at the expiration of the fifth year and each successive period of five
years thereafter of the Term (the time in each case being computed from
the date of the commencement of the Term and the date of expiration of
each such successive period being hereinafter referred to as "the date of
review") the yearly rent first hereinbefore reserved and for the time
being payable hereunder shall be increased to an amount which shall
represent the rack rental market value of the demised premises at each
date of review
(2) the rack rental market value of the demised premises at each date of
review shall be such an amount as may (either before or after the date of
review) be agreed between the Lessor and the Lessee (or in default of such
agreement determined in accordance with sub--clause (3) of this Clause) as
representing the open market rental value of the demised premises let
without premium for the residue of the original term hereby granted
unexpired at the date of review or ten years whichever shall be the longer
containing the same terms and conditions herein contained (mutatis
mutandis other than the amount of rent hereby reserved but including the
provision for rent review) as between a willing lessor and a willing
lessee with vacant possession at the commencement of the said Term AND
upon the assumptions (if not the facts) that:
(i) the Lessor and the Lessee have complied with all the obligations on
their respective parts imposed by these presents including in
particular the repairing and decorating covenants as if these
applied immediately prior to the date of
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review as though such date was at the termination of the Lease (but
without prejudice to any rights of the Lessor in regard thereto)
(ii) the demised premises are fit for immediate occupation and use and are
fully occupied with tenant's fixtures and fittings
(iii) no work has been carried out thereon by the Lessee or any underlessee or
their predecessors in title during the Term which has diminished the
rental value of the demised premises
(iv) in case the demised premises have been destroyed or damaged they have been
fully restored
(v) the demised premises may be used for any purpose under the Planning Acts
and without limitation
(vi) the Lessor has irrevocably undertaken not to charge Value Added Tax on the
rent firstly reserved hereunder
AND there being disregarded any effect on rent of
(i) any goodwill attributable to the demised premises by reason of any trade
or business carried on therein by the Lessee or any underlessee
(ii) the fact that the Lessee or any underlessee may have been in occupation of
the demised premises
(iii) any rent free or reduced rent periods or premiums or other concessions
which a willing lessor might give to a willing lessee in the open market
at the relevant date of review
(iv) the fact that the Lessor has the right to elect that Value Added Tax be
charged on the rent firstly reserved hereunder whether or not such right
shall have been exercised
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(v) any effect on rent of any improvement to the demised premises or any
part thereof approved by the Lessor in writing and carried out by
the Lessee otherwise than in pursuance of any obligation on its part
contained in this Lease
(3) (i) if the Lessor and the Lessee shall be unable to agree on the amount
of the rack rental market value as aforesaid then the same shall be
decided by a surveyor (who shall act and be deemed to act as an
expert and not as an arbitrator) to be agreed upon by the parties
hereto or in the event of failure so to agree by a surveyor to be
nominated at the request at any time of either the Lessor or the
Lessee by or on behalf of the President for the time being of the
Royal Institution of Chartered Surveyors and either party may at any
time from three months prior to the relevant review date without
notice have the right to refer the matter to the said President or
to such person on his behalf and the decision of such surveyor shall
be binding on both the Lessor and the Lessee and the fees payable to
any such surveyor in respect of any decision made by him shall be
borne and paid by the parties hereto in such shares and such manner
as he shall determine and such surveyor shall afford to each of the
parties hereto an opportunity to make representations to him and if
such surveyor shall die delay or become unwilling or incapable of
acting or if for any other reason the President for the time being
of the Royal Institution of Chartered Surveyors or the person acting
on his behalf shall in his absolute discretion think fit he may by
writing discharge such surveyor and appoint another in his place
(ii) in the event of the determination of such surveyor not having been
made and
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communicated to both parties hereto prior to the commencement of the
review period for any reason whatever then in respect of the period
of time (hereinafter called "the said interval") beginning with the
said commencement and ending on the quarter day immediately
following the date on which such determination shall have been made
and communicated as aforesaid the rent payable hereunder shall
continue to be paid at the rate payable immediately prior to the
commencement of the review period (hereinafter called "the Rent")
PROVIDED that at the expiration of the said interval there shall be
due as additional rent payable by the Lessee to the Lessor on demand
a sum of money equal to the amount whereby the reviewed rent shall
exceed the Rent but duly apportioned in respect of the said interval
TOGETHER with interest thereon calculated at the base lending rate
for the time being in force of Barclays Bank PLC for the period from
the relevant review date to the date of payment
(4) notwithstanding the decision of the expert hereinbefore referred to in no
event shall the Rent payable by the Lessee to the Lessor after each date
of review be less than the Rent payable by the Lessee to the Lessor
immediately before such date of review
(5) if at any date of review the Lessor shall be obliged to comply with any
Act of Parliament dealing with the control of rent and which shall
restrict or modify the Lessor's right to revise or receive the Rent in
accordance with the terms of these presents then the Lessor shall on each
occasion that any such enactment is removed relaxed or modified be
entitled on giving not less than one month's notice in writing to the
Lessee expiring after the date of each such removal relaxation or
modification to introduce an intermediate review date (hereinafter called
"the intermediate review
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date") which shall be the date of expiration of such notice and the Rent
payable hereunder from an intermediate review date to the next succeeding
date of review or intermediate review date (whichever shall first occur)
shall be determined in like manner as the Rent payable from each date of
review as hereinbefore provided Save that only one intermediate review
date notice may be served during any one period of review and save that no
such notice may be served in respect of a period of review after the date
of the next review period has been reached (but this shall not prevent
further notices being served for subsequent review periods)
(6) if upon any such review as aforesaid it shall be agreed or determined that
the Rent previously payable hereunder shall be increased the Lessor and
Lessee shall enter into a written memorandum to be prepared by the Lessor
signed by both parties recording the increased rent thenceforth payable
and each party shall bear their own costs in connection therewith
7. IT IS HEREBY FURTHER AGREED that both the Lessor or the Lessee shall have
the right to terminate this Lease on the fifth anniversary of the Term by one
party giving to the other party not less than six months prior written notice of
an intention to terminate the Lease any such termination shall be without
prejudice to any claim that either party may have against the other for breaches
of the provisions of this Lease
I N W I T N E S S whereof the parties hereto have executed this deed the day
and year first before written
THE FIRST SCHEDULE
PART I
("the Estate")
ALL THAT property known as Lincolns Inn Lincoln Road High Wycombe
Buckinghamshire
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shown edged yellow and green on the Plans but excluding any buildings thereon
let to any other tenant
PART II
("the Building")
ALL THAT building known as Twyford Place Lincolns Inn aforesaid shown edged blue
on the Plans
PART III
("the demised premises")
ALL THOSE premises known as Unit 2 Twyford Place Lincolns Inn aforesaid shown
edged red on the Plans
THE SECOND SCHEDULE
PART I
(Rights granted)
The right (in common with the Lessor and all others now or hereafter during the
Term entitled to the like right):
1. to use all drains sewers channels and watercourses and water gas and
electric conduits mains pipes wires and cables or conducting media and all
or any other services now or hereafter provided for the demised premises
("the demised premises services") and laid in or over the demised
premises and adjoining or neighbouring parts of the Building the Estate or
in under or over any other property across which the Lessor shall have
rights to carry the same for the passage of surface water and sewage from
and water gas electricity and other services to and from the demised
premises
2. to use such common roads and pathways as may from time to time be on the
Estate for the purpose of access to and from the Building
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3. to use seventeen car parking spaces on the Estate which shall be allocated
from time to time in its absolute discretion by the Lessor
4. to use any loading bays or forecourt adjacent to the demised premises
which may be made available by the Lessor for use by the Lessee from time
to time during the Term whether within the curtilages of the Building or
the Estate
5. of support shelter and protection for the demised premises from such parts
of the remainder of the Building as presently afford the same
6. on giving reasonable notice (except in emergency) with or without workmen
equipment and materials to enter so far as may be necessary or required
and remains on other parts of the Building and/or the Estate adjoining the
demised premises for the purposes of fulfilling its obligations hereunder
and of repairing maintaining and rebuilding the demised premises and the
demised premises' services including erecting any scaffolding which may be
necessary or required PROVIDED THAT the persons exercising such rights
shall cause as little inconvenience and interference as possible shall
carry out any work expeditiously and shall forthwith make good any damage
caused to any part of the Building and/or the Estate to the reasonable
satisfaction of the owner for the time being thereof AND PROVIDED FURTHER
THAT any scaffolding erected in the exercise of such rights shall be
removed as soon as reasonably practicable
PART II
(Exceptions and reservations)
1. The right to erect or consent hereafter to any person erecting a new
building or to rebuild or to alter the Building or any building for the
time being on the Estate or on any land adjoining neighbouring or opposite
to the Estate and to let the same for any
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purpose or otherwise deal therewith notwithstanding that such may diminish
or prejudicially affect the access of light or air or the right of support
and shelter or any other liberty easement right or advantage enjoyed by
the demised premises And the right to deal with the Building and any
property adjoining opposite or near to the demised premises as the Lessor
or other persons as aforesaid may think fit
2. The right on giving reasonable prior notice in writing (except in
emergency) to enter and remain upon the demised premises with all
necessary workmen tools appliances and materials (making good all damage
occasioned thereby to the demised premises to the reasonable satisfaction
of the Lessee and causing as little inconvenience and interference as
possible) for the purpose of:
(i) carrying out any of the Lessor's obligations hereunder
(ii) laying down and/or connecting to any sewers drains pipes wires
cables and other apparatus in on under over across or through the
demised premises to serve any part or parts of the Estate and/or
such adjoining or neighbouring property
(iii) maintaining repairing renewing and relaying the common roads and
pathways where the same abut the demised premises
(iv) repairing maintaining and rebuilding the parts of the Building
immediately adjoining the demised premises including erecting any
scaffolding which may be necessary or required provided that any
such scaffolding shall be removed as soon as reasonably practicable
3. The right of passage and running of water and soil gas and electricity and
other services or supplies from and to the remainder of the Building the
Estate and/or such adjoining or neighbouring property through such of the
sewers drains conduits gutters
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watercourses pipes cables wires and mains serving the Building the Estate
or such adjoining and neighbouring property which now are or may before
the expiration of a period of 21 years after the death of the last
survivor of the descendants now living of His Late Majesty King George VI
hereafter be in on or under the demised premises
4. All rights of light air and other easements liberties rights or advantages
now or hereafter belonging to or enjoyed by the Building the Estate and
any such property adjoining neighbouring or opposite from or over the
demised premises
5. The right of support shelter and protection for the remainder of the
Building from the demised premises
THE THIRD SCHEDULE
PART 1
("the Lessor's Expenses")
All costs and expenses whatsoever incurred by the Lessor in and about the
provision of the Services which without prejudice to the generality thereof
subject to the proviso hereinafter contained shall include those under the heads
of expenditure charge or allowance set out hereunder
1. The expense of maintaining and as necessary repairing rebuilding
redecorating and renewing replacing amending repointing sanding polishing
painting graining varnishing colouring cleaning heating or lighting:
(i) any parts of the Building which may be used in common by the Lessee
and the other occupiers of the Building (including the drainpipes)
or which may be for the mutual benefit and protection of the
Building and the occupiers thereof other than any such parts as may
be specifically demised to the occupiers of the Building or intended
to be so demised; and
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(ii) the whole or any part of any buildings (including multi-storey car
parks) on the Estate provided or to be provided by the Lessor for
the mutual benefit and protection of the occupiers of the Estate AND
all parts thereof and all additions thereto and all the
appurtenances plant (including without prejudice to the generality
of the foregoing any air conditioning plant and machinery) machinery
apparatus and other things thereto belonging (including any which
may be rendered necessary by any latent or inherent defect which the
Lessor is liable to repair) together with any sums which the Lessor
shall pay as a contribution in respect of the Estate or any part
thereof to any superior lessor
2. The cost of making renewing repairing maintaining rebuilding and cleansing
all roads accessways pavements landscaped areas external lighting sewers
drains pipes watercourses party walls party structures party fences
passages or other conveniences which may:
(i) belong to or be used for the Estate in common with other premises
near or adjoining thereto including any amounts which the Lessor
shall be called upon to pay as a contribution towards such costs
(ii) form part of the Estate and be used in common by the occupiers of
all of the buildings comprised in the Estate
3. The cost of all insurances taken out by the Landlord in respect of the
Estate the Building and the demised premises
4. The charges assessments meter rents and other outgoings (if any) payable
by the Lessor in respect of all parts of the Building and the Estate
insofar as the same are not paid direct by the tenants and occupiers
thereof
5. The reasonable fees of the Lessor's managing agents for the collection of
the rents the
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Principal Charge and the Supplementary Charge and such fees in respect of
and for the general management of the Building and the Estate
6. All fees and costs incurred in respect of the Certificate and of accounts
kept and audits made for the purpose thereof
7. The cost of taking all steps deemed desirable or expedient by the Lessor
for complying with making representations against or otherwise contesting
the incidence of the provisions of any legislation or orders or statutory
requirements thereunder concerning town planning public health highways
streets drainage or other matters relating or alleged to relate to the
Building and/or the Estate for which the Lessee is not directly liable
hereunder
8. The cost of providing fire fighting equipment appliances and fire alarm
systems at the Estate (other than such as are supplied in the demised
premises by the Lessee) including the cost of repair and maintenance of
the same
9. The cost of employing staff (including managing agents caretakers
maintenance personnel and/or security guards) either directly or
indirectly for the performance of duties in connection with the
maintenance and/or security of the Building and the Estate and the
provision of services thereto and to the lessees thereof and all other
incidental expenditure in relation to such employment including (but
without limiting the generality of such provision) the payment of the
statutory and such other insurance health pension welfare and other
payments contributions and premiums industrial training levies redundancy
and similar or ancillary payments that the Lessor may be required by
statute or otherwise to pay or may at the Lessor's absolute discretion
deem desirable or necessary in respect of such staff and uniforms working
clothes tools appliances cleaning and other material bins receptacles and
other equipment for the
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proper performance of their duties and of providing and maintaining
accommodation within the remainder of the Building and/or the Estate for
such staff
10. The cost of items properly attributable to the maintenance of the Building
and/or the Estate and provision of services not specifically dealt with
under the above paragraphs
11. The cost of any interest incurred by the Lessor on any money necessarily
provided or borrowed by the Lessor to enable the Lessor to provide the
Services
12. Any value added or other tax payable in respect of any costs expenses
outgoings or other matters falling within any paragraph of this Schedule
13. The cost of painting renewing repairing and maintaining the rendering on
the front fascia of the Building as referred to in Clause 4(3) hereof
14. Such provision ("the Reserve Fund") for anticipated expenditure in respect
of the future provision of the Services under the terms hereof as the
Lessor in the Lessor's reasonable discretion shall consider appropriate
PROVIDED THAT the Lessee shall not be entitled to be repaid any part of
the Reserve Fund at the expiry or sooner determination of this Lease AND
PROVIDED FURTHER THAT on any permitted transfer of this Lease the amount
in the Reserve Fund standing to the credit of the Lessee shall enure for
the benefit and credit of the permitted transferee
PART II
(Provisions for the calculation and payment
of the Service Charge)
1. The Lessor shall as soon as practicable after the end of each of the
Lessor's Financial Years procure the preparation of the Certificate
relating thereto and the delivery of a copy thereof to the Lessee
2. The Certificate shall provide for the Lessee to pay the following
proportions in respect
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of the Lessor's Expenses:
(i) 25% of the said Expenses incurred in respect of the Building
(ii) 11% of the said Expenses incurred in respect of that part of the
Estate edged yellow on the Plan
(iii) 3.3% of the said Expenses incurred in respect of that part of the
Estate edged green on the Plan
The Certificate shall save in respect of any arithmetical or other
manifest error be conclusive evidence for the purposes hereof of the
matters which it purports to certify
4. The Lessee shall on demand accompanied by a copy of the Certificate for
the Lessor's Financial Year to which such demand relates pay to the Lessor
the Principal Charge and the Supplementary Charge as shown in the
Certificate (or in the case of any period of less than a year a due
proportion thereof) subject however in each and every case to the
deduction of any interim payments previously made by the Lessee on account
thereof in pursuance of the provisions herein contained
5. The Lessee shall with every quarterly payment of rent pay to the Lessor
such sums in advance and on account of the amounts prospectively payable
under paragraph 3 hereof as the Lessor shall in the Lessor's discretion
consider to be fair and reasonable
6. If it shall be found upon the issue of the Certificate that the aggregate
of the interim payments made by the Lessee to the Lessor during the
relevant Lessor's Financial Year in pursuance of paragraph 4 hereof
exceeds the amounts payable pursuant to paragraph 3 hereof for the
Lessor's Financial Year the Lessor shall credit to the Lessee for the
following year the amount of such excess
7. PROVIDED ALWAYS that this Part H of this Schedule shall continue to apply
notwithstanding the termination of the Term but only in respect of the
period down
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to the termination of the Term
THE FOURTH SCHEDULE
(In this covenant the reference to the Lessee means the Lessee for the time
being or a proposed assignee under this Lease)
The Guarantor HEREBY COVENANTS with the Lessor:
(a) that the Lessee will pay the rent hereby reserved on the days and in
manner aforesaid and will perform and observe all the Lessee's covenants
hereinbefore contained and that in the case of default in such payment of
rent or in the performance or observance of such covenants as aforesaid
the Guarantor will pay and make good to the Lessor on demand all losses
damages costs and expenses thereby arising or incurred by the Lessor
PROVIDED ALWAYS AND IT IS HEREBY AGREED that any neglect or forbearance of
the Lessor in endeavouring to obtain payment of the rent hereby reserved
when the same becomes payable or to enforce performance of the several
stipulations herein on the Lessee's part contained and any time which may
be given to the Lessee by the Lessor shall not release or exonerate or in
any way affect the liability of the Guarantor under this covenant
(b) in the event of the Lessee (being a limited company) going into
liquidation either voluntary or otherwise or the winding up of the Lessee
Company and the Liquidator or Trustee in Bankruptcy disclaiming these
presents the Guarantor will (if so required by the Lessor enter into a
lease of the demised premises for a term equivalent to the residue of the
Term which shall then be unexpired in terms and subject to covenants and
rent in all respects similar to the terms rent and covenants of these
presents mutatis mutandis and will with due expedition seal a counterpart
of the new lease and complete the same with the Lessor's solicitors and
further will discharge the Lessor's
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solicitors' costs and disbursements of and arising out of the disclaimer
of these presents and the granting of the new lease
THE FIFTH SCHEDULE
Authorised Guarantee Agreement
THIS GUARANTEE is made on[ ]
BETWEEN:-
(1) [ ] ("Outgoing Lessee")
(2) [ ] ("Lessor")
WHEREAS:
(A) This Agreement is supplemental to a lease ("Lease") dated [ ] made
between [ }
(B) Words and expressions used in this Agreement shall have the meanings
ascribed to them in the Lease and "Guarantee Period" means the period from
the date upon which the benefit of the Term is assigned to the Incoming
Lessee until the date upon which the Incoming Lessee is effectively
released (by virtue of an assignment or transfer of the whole of the
demised premises to which the Lessor has given its consent) from its
obligations to perform the covenants on the part of the tenant contained
in the Lease and "Incoming Lessee" shall mean [ ]
(C) The Lessor is entitled to the reversion immediately expectant on the Term
(D) The Outgoing Lessee is entitled to the benefit of the Term
(E) The Outgoing Lessee has applied to the Lessor for consent to assign or
transfer the whole of the demised premises to the Incoming Lessee
(F) As a condition of its consent to the proposed assignment or transfer the
Lessor is entitled to require and has required the Outgoing Lessee to
guarantee the performance
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by the Incoming Lessee of the covenants on the part of the tenant
contained in the Lease
NOW THIS GUARANTEE witnesses that:
1. To pay observe and perform
The Outgoing Lessee covenants with and guarantees to the Lessor that:--
1.1 the Incoming Lessee will throughout the Guarantee Period pay the
rents and or other sums reserved by the Lease in the manner and at
the times therein stipulated for payment
1.2 the Incoming Lessee will throughout the Guarantee Period fully
observe and perform the covenants on the part of the tenant set out
in the Lease
1.3 if the Incoming Lessee should at any time fail to pay such rents
and/or other sums and/or to observe and perform such covenants then
(in each such case and at each time) the Outgoing Lessee will:--
1.3.1 forthwith pay such rents and/or other sums and observe and
perform such covenants
1.3.2 forthwith make good to the Lessor all losses damages costs and
expenses suffered or incurred by the Lessor (whether directly
or indirectly) by reason of the Incoming Lessee's failure
1.3.3 indemnify and keep indemnified the Lessor from and against all
actions proceedings costs claims demands liabilities and
expenses arising (whether directly or indirectly) by reason of
the Incoming Lessee's failure
2. To take lease following disclaimer
The Outgoing Lessee further covenants with the Lessor that if at any time during
the
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Guarantee Period the Lease should be disclaimed by a competent person or
forfeited or if at any time during the Guarantee Period the Incoming Lessee
(being a company) should cease to exist the Outgoing Lessee shall (if the Lessor
by notice in writing given to the Outgoing Lessee within six (6) months after
such disclaimer or other event so requires) accept from and execute and deliver
to the Lessor a counterpart of a new lease of the demised premises for a term
commencing on the date of the disclaimer or other event and continuing for the
residue then remaining unexpired of the Term such new lease to be at the cost of
the Outgoing Lessee and to be at the same rents and subject to the same
covenants, conditions and provisions as are contained in the Lease
3. To make payments following disclaimer
If the Lessor shall not require the Outgoing Lessee to take a new lease of the
demised premises the Outgoing Lessee shall nevertheless pay to the Lessor on
demand a sum equal to the rent and other sums that would have been payable under
the Lease but for the disclaimer or other event until the expiration of six (6)
months therefrom or until the Lessor shall have granted a lease of the demised
premises to a third party (whichever shall first occur)
4. General
4.1 The Outgoing Lessee agrees that its obligations to the Lessor are
owed as principal debtor and primary obligor
4.2 The Outgoing Lessee further agrees that its obligations are and will
remain in full force and effect and that such obligations shall not
be discharged impaired or affected in any way by:--
4.2.1 any act event or omission which would or might otherwise have the
effect of discharging impairing or affecting such obligations
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4.2.2 (without prejudice to the generality of paragraphs 4.2.1.) any time
or indulgence granted by the Lessor to the Incoming Lesssee or any
neglect or forbearance of the Lessor in enforcing the payment of the
rents and/or other sums or the observance or performance of
covenants on the part of the tenant contained in the Lease
4.2.3 any refusal by the Lessor to accept rent tendered by or on behalf of
the Incoming Lessee at a time when the Lessor was (or would after
the service of a notice under Section 146 of the Law of Property Act
1925 have been entitled) to re-enter the demised premises
4.2.4 any incapacity or disability of either the Incoming Lessee or the
Outgoing Lessee (whether or not known to the Lessor at any time)
4.2.5 the Lease becoming vested in a third party pursuant to Section 181
of the Involvency Act 1986
4.2.6 the transfer or assignment of the reversion immediately expectant on
the termination of the Term or
4.2.7 any rent review
4.3 The Outgoing Lessee irrevocably and unconditionally waives:
4.3.1 any rights it may have of first requiring the Lessor to proceed
against or claim payment from the Incoming Lessee
4.3.2 any entitlement it may have to participate in any security at any
time held by the Lessor in respect of the Incoming Lessee's
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obligations under the Lease
4.3.3 any right to participate in any review of rent under the Lease
4.4 The Outgoing Lessee represents and warrants to the Lessor that it
has the full authority capacity and entitlement to enter into this
Agreement and to undertake its obligations to the Lessor
THE COMMON SEAL of BRITISH
SKY BROADCASTING LIMITED
was hereunto affixed
in the presence of:-
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HEADS OF TERMS BETWEEN
BRITISH SKY BROADCASTING (Tenant) &
WARDSWIFT GROUP PLC. &
IBIS GROUP PLC. (The Sub-tenants)
THE LANDLORD:
Allied Domecq Plc., Wyndham Investments Limited.
THE PROPERTIES:
Units 1 & 2 Twyford Place, Lincoln's Inn, High Wycombe, Bucks.
TENANT:
British Sky Broadcasting.
THE SUB-TENANTS:
Unit 1 Twyford Place - Wardswift Group Plc.
Unit 2 Twyford Place - Ibis Group Plc.
THE SUB-LEASES:
Two new sub-leases to be granted for each property to the above named
sub-tenants for a term commencing 7th January, 1998, up to 21st August 2015, on
full repairing and insuring items.
There to be provision inside of each lease for the tenant or the sub-tenant to
break either lease at the end of the fifth year of the term each having given
the other six months' prior written notice.
Further, subject to covenant at the time, should neither lease be broken by any
party, the sub-tenancy may simultaneously cease as the sub-tenants take
assignments of the tenants existing long lease, expiring on 21st August, 2015.
THE RENT UNIT 1:
Years l&2:(pound)41,520, Year 3 :(pound)83,040.
Year 4 (pound)83,040. Year 5 :(pound)83,040.
THE RENT UNIT 2:
Years l&2 : (pound) 41,945, Year 3 : (pound)83,895 Year 4 : (pound) 83,895. Year
5 : (pound)83,895.
THE LANDLORD'S SOLICITORS:
Ms. Jeanette Darby, Allied Domecq Plc., Conveyancing Dep., Wyndham Court,
Pritchard Street, Bristol. B52 8RH Tel: 01179 244244
THE TENANT'S SOLICITORS:
John Downing, Esq., Messrs. Davenport Lyons,
1.Old Burlington Street, London. WIX 2NL
Tel:0171 287 5353
THE SUB-TENANTS' SOLICITORS:
John G. Gabbitas, Esq., Messrs. Cripps & Shone,
The Old House, West Street, Marlow, Bucks. 8L7 2LX
Tel: 01628 482115
LEGALS:
Each party to bear their own costs and the sub-tenants to each pay (pound)150
towards the landlords licence to sub-let costs.
CIRCULATION:
1. British Sky Broadcasting, Richard Brooke, Esq.,
2. British Sky Broadcasting, Ms. Belinda Rengert
3. Messrs. Davenport Lyons, John Downing, Esq.,
4. Messrs. Cripps & Shone, John G. Gabbitas, Esq.,
5. Wardswift Group Plc., Peter Kelly, Esq.,
6. Ibis Group Plc.. Peter Nagle Esq.,
NB The commencement date and expiry of the lease between Wyndham Investments
and British Sky Broadcasting to be verified.
55
[GRAPHIC REPRESENTATION OF
FLOOR PLANS OF THREE FLOORS OF TWYFORD PLACE AND BISHOPS COURT]
56
[GRAPHIC REPRESENTATION OF
AREA MAP OF OVERALL SITE PLAN OF LINCOLN ROAD SHOWING CHICHESTER HOUSE,
NEWMANS ROW, TWYFORD PLACE AND BISHOPS COURT]
57
applied immediately prior to the date of review as though such date
was at the termination of the Lease (but without prejudice to any
rights of the Lessor in regard thereto)
(ii) the demised premises are fit for immediate occupation and use
and are fully occupied with tenant's fixtures and fittings
(iii) no work has been carried out thereon by the Lessee or any
underlessee or their predecessors in title during the Term which has
diminished the rental value of the demised premises
(iv) in case the demised premises have been destroyed or damaged
they have been fully restored
(v) the demised premises may be used for an purpose under the
Planning Acts and without limitation
(vi) the Lessor has irrevocably undertaken not to charge Value Added
Tax on the rent firstly reserved hereunder
AND there being disregarded any effect on rent of:
(i) any goodwill attributable to the demised premises by reason of
any trade or business carried on therein by the Lessee or any
underlessee (ii) the fact that the Lessee or any underlessee may
have been in occupation of the demised premises (iii) any rent free
or reduced rent periods or reverse premiums or other concessions
which a willing lessor might give to a willing lessee in the open
market at the relevant date of review
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(iv) the fact that the Lessor has the right to elect that Value
Added Tax be charged on the rent firstly reserved hereunder whether
or not such right shall have been exercised
(v) any effect on rent of any improvement to the demised premises or
any part thereof approved by the Lessor in writing and carried out
by the Lessee otherwise than in pursuance of any obligation on its
part contained in this Lease
(c) (i) if the Lessor and the Lessee shall be unable to agree on the
amount of the rack rental market value as aforesaid then the same
shall be decided by a surveyor (who shall act and be deemed to act
as an expert and not as an arbitrator) to be agreed upon by the
parties hereto or in the event of failure so to agree by a surveyor
to be nominated at the request at any time of either the Lessor or
the Lessee by or on behalf of the President for the time being of
the Royal Institution of Chartered Surveyors and either party may at
any time from three months prior to the relevant review date without
notice have the right to refer the matter to the said President or
to such person on his behalf and the decision of such surveyor shall
be binding on both the Lessor and the Lessee and the fees payable to
any such surveyor in respect of any decision made by him shall be
borne and paid by the parties hereto in such shares and such manner
as he shall determine
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and such surveyor shall afford to each of the parties hereto an
opportunity to make representations to him and if such surveyor
shall die delay or become unwilling or incapable of acting or if for
any other reason the President for the time being of the Royal
Institution of Chartered Surveyors or the person acting on his
behalf shall in his absolute discretion think fit he may by
writing discharge such surveyor and appoint another in his place
(ii) in the event of the determination of such surveyor not having
been made and communicated to both parties hereto prior to the
commencement of the review period for any reason whatever then in
respect of the period of time (hereinafter called "the said
interval") beginning with the said commencement and ending on the
quarter day immediately following the date on which such
determination shall have been made and communicated as aforesaid the
rent payable hereunder shall continue to be paid at the rate payable
immediately prior to the commencement of the review period
(hereinafter called "the Rent") PROVIDED that at the expiration of
the said interval there shall be due as additional rent payable by
the Lessee to the Lessor on demand a sum of money equal to the
amount whereby the reviewed rent shall exceed the Rent but duly
apportioned in respect of the said interval TOGETHER with interest
thereon calculated at the
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(but this shall not prevent further notices being served for
subsequent review periods)
(f) if upon any such review as aforesaid it shall be agreed or
determined that the Rent previously payable hereunder shall be
increased the Lessor and Lessee shall enter into a written
memorandum to be prepared by the Lessor signed by both parties
recording the increased rent thenceforth payable and each party
shall bear their own costs in connection therewith
I N W I T N E S S whereof the parties hereto have executed this deed the day
and year first before written
THE FIRST SCHEDULE
PART I
("the Estate")
ALL THAT property known as Lincolns Inn Lincoln Road High Wycombe
Buckinghamshire shown edged yellow and green on the Plans but excluding any
buildings thereon let to any other tenant
PART II
("the Building")
ALL THAT building known as Twyford Place Lincolns Inn aforesaid shown edged blue
on the Plans
PART III
("the demised premises")
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ALL THOSE premises known as Unit 2 Twyford Place Lincoins Inn aforesaid shown
edged red on the Plans
THE SECOND SCHEDULE
PART I
(rights granted)
The right (in common with the Lessor and all others now or hereafter during the
Term entitled to the like right).
1. to use all drains sewers channels and watercourses and water gas and electric
conduits mains pipes wires and cables or conducting media and all or any other
services now or hereafter provided for the demised premises ("the demised
premises' services") and laid in or over the demised premises and adjoining or
neighbouring parts of the Building the Estate or in under or over any other
property across which the Lessor shall have rights to carry the same for the
passage of surface water and sewage from and water gas electricity and other
services to and from the demised premises
2. to use such common roads and pathways as may from time to time be on the
Estate for the purpose of access to and from the Building
3. to use seventeen car parking spaces on the Estate which shall be allocated
from time to time in its absolute discretion by the Lessor
4. to use any loading bays or forecourt adjacent to the demised premises which
may be made available by the Lessor for use by the Lessee from time to time
during the Term whether within the curtilages of the Building or the Estate
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61
5. of support shelter and protection for the demised premises from such parts
of the remainder of the Building as Presently afford the same
6. on giving reasonable notice (except in emergency) with or without workmen
equipment and materials to enter so far as may be necessary or required and
remains on other parts of the Building and/or the Estate adjoining the demised
premises for the purposes of fulfilling its obligations hereunder and of
repairing maintaining and rebuilding the demised premises and the demised
premises' services including erecting any scaffolding which may be necessary or
required PROVIDED THAT the persons exercising such rights shall cause as little
inconvenience and interference as possible shall carry out any work
expeditiously and shall forthwith make good any damage caused to any part of the
Building and/or the Estate to the reasonable satisfaction of the owner for the
time being thereof AND PROVIDED FURTHER THAT any scaffolding erected in the
exercise of such rights shall be removed as soon as reasonably practicable
PART II
(exceptions and reservations)
1. The right to erect or consent hereafter to any person erecting a new building
or to rebuild or to alter the Building or any building for the time being on the
Estate or on any land adjoining neighbouring or opposite to the Estate and to
let the same for any purpose or otherwise deal therewith notwithstanding In that
such may diminish or prejudicially affect the access of light or air or the
right of support and shelter or any other liberty easement right or advantage
enjoyed by the demised
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62
[GRAPHIC REPRESENTATION OF
FLOOR PLANS OF THREE FLOORS OF TWYFORD PLACE AND BISHOPS COURT]
63
[GRAPHIC REPRESENTATION OF
AREA MAP OF OVERALL SITE PLAN OF LINCOLN ROAD SHOWING CHICHESTER HOUSE,
NEWMANS ROW, TWYFORD PLACE AND BISHOPS COURT]
64
premises And the right to deal with the Building and any Property adjoining
opposite or near to the demised Premises as the Lessor or other persons as
aforesaid may think fit
2. The right on giving reasonable prior notice in writing (except in emergency)
to enter and remain upon the demised premises with all necessary workmen tools
appliances and materials (making good all damage occasioned thereby to the
demised premises to the reasonable satisfaction of the Lessee and causing as
little inconvenience and interference as possible) for the purpose of:
(i) carrying out any of the Lessor's obligations hereunder
(ii) laying down and/or connecting to any sewers drains pipes wires cables
and other apparatus in on under over across or through the demised
premises to serve any part or parts of the Estate and/or such adjoining or
neighbouring property
(iii) maintaining repairing renewing and relaying the common roads and
pathways where the same abut the demised premises
(iv) repairing maintaining and rebuilding the parts of the Building
immediately adjoining the demised premises including erecting any
scaffolding which may be necessary or required provided that any such
scaffolding shall be removed ~s soon as reasonably practicable
3. The right of passage and running of water and soil gas and electricity and
other services or supplies from and to the remainder of the Building the Estate
and/or such adjoining or neighbouring property through such of the sewers
drains conduits
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65
gutters watercourses pipes cables wires and mains serving the Building the
Estate or such adjoining and neighbouring property which now are or may before
the expiration of a period of 21 years after the death of the last survivor of
the descendants now living of His Late Majesty King George VI hereafter be in
on or under the demised premises
4. All rights of light air and other easements liberties rights or advantages
now or hereafter belonging to or enjoyed by the Building the Estate and any such
property adjoining neighbouring or opposite from or over the demised premises
5. The right of support shelter and protection for the remainder of the Building
from the demised premises
THE THIRD SCHEDULE
PART I
(the Lessor's Expenses)
All costs and expenses whatsoever incurred by the Lessor in and about the
provision of the Services which without prejudice to the generality thereof
subject to the proviso hereinafter contained shall include those under the heads
of expenditure charge or allowance set out hereunder
1. The expense of maintaining and as necessary repairing rebuilding redecorating
and renewing replacing amending repointing sanding polishing painting graining
varnishing colouring cleaning heating or lighting:
(i) any parts of the Building which may be used in common by the Lessee
and the other occupiers of the Building (including the drainpipes)
or which may be for the mutual benefit and protection of the
Building and the
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66
occupiers thereof other than any such parts as may be specifically
demised to the occupiers of the Building or intended to be so
demised; and
(ii) the whole or any part of any buildings (including multi-storey car
parks) on the Estate-provided or to be provided by the Lessor for
the mutual benefit and protection of the occupiers of the Estate
AND all parts thereof and all additions thereto and all the appurtenances plant
(including without prejudice to the generality of the foregoing any air
conditioning plant and machinery) machinery apparatus and other things thereto
belonging (including any which may be rendered necessary by any latent or
inherent defect which the Lessor is liable to repair) together with any sums
which the Lessor shall pay as a contribution in respect of the Estate or any
part thereof to any superior lessor
2. The cost of making renewing repairing maintaining rebuilding and cleansing
all roads accessways pavements landscaped areas external lighting sewers drains
pipes watercourses party walls party structures party fences passages or other
conveniences which may:
(i) belong to or be used for the Estate in common with other premises near or
adjoining thereto including any amounts which the Lessor shall be called
upon to pay as a contribution towards such costs
(ii) form part of the Estate and be used in common by the occupiers of all of
the buildings comprised in tbe Estate
3. The cost of all insurances taken out by the Landlord in respect of the
Estate the Building and the demised premises
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67
4. The charges assessments meter rents and other outgoings if any payable by the
Lessor in respect of all parts of the Building and the Estate insofar as the
same are not paid direct by the tenants and occupiers thereof
5. The reasonable fees of the Lessor's managing agents for the collection of the
rents the Principal Charge and the Supplementary Charge and such fees in respect
of and for the general management of the Building and the Estate
6. All fees and costs incurred in respect of the Certificate and of accounts
kept and audits made for the purpose thereof
7. The cost of taking all steps deemed desirable or expedient by the Lessor for
complying with making representations against or otherwise contesting the
incidence of the provisions of any legislation or orders or statutory
requirements thereunder concerning town planning public health highways streets
drainage or other matters relating or alleged to relate to the Building and/or
the Estate for which the Lessee is not directly liable hereunder
8. The cost of providing fire fighting equipment appliances and fire alarm
systems at the Estate (other than such as are supplied in the demised premises
by the Lessee) including the cost of repair and maintenance of the same --
9. The cost of employing staff (including managing agents caretakers maintenance
personnel and/or security guards) either directly or indirectly for the
performance of duties in connection with the maintenance and/or security of the
Building and the Estate and the provision of services thereto and to the lessees
thereof and all other incidental expenditure in relation to such employment
including (but without limiting the generality
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68
of such provision) the payment of the statutory and such other insurance health
pension welfare and other payments contributions and premiums industrial
training levies redundancy and similar or ancillary payments that the Lessor may
be required by statute or otherwise to pay or may at the Lessor's absolute
discretion deem desirable or necessary in respect of such staff and uniforms
working clothes tools appliances cleaning and other material bins receptacles
and other equipment for the proper performance of their duties and of providing
and maintaining accommodation within the remainder of the Building and/or the
Estate for such staff
10. The cost of items properly attributable to the maintenance of the Building
and/or the Estate and provision of services not specifically dealt with under
the above paragraphs
11. The cost of any interest incurred by the Lessor on any money necessarily
provided or borrowed by the Lessor to enable the Lessor to provide the Services
12. Any value added or other tax payable in respect of any costs expenses
outgoings or other matters falling within any paragraph of this Schedule
13. The cost of painting renewing repairing and maintaining the rendering on the
front fascia of the Building as referred to in Clause 4(3) hereof
14. Such provision ("the Reserve Fund") for anticipated expenditure in respect
of the future provision of the Services under the terms hereof as the Lessor in
the Lessor's reasonable discretion shall consider appropriate PROVIDED THAT the
Lessee shall not be entitled to be repaid any part of the Reserve Fund at the
expiry or sooner determination of this Lease AND PROVIDED
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69
FURTHER THAT on any permitted transfer of this Lease the amount in the Reserve
Fund standing to the credit of the Lessee shall enure for the benefit and credit
of the permitted transferee
PART II
(Provisions for the calculation and payment
of the Service Charge)
1. The Lessor shall as soon as practicable after the end of each of the Lessor's
Financial Years procure the preparation of the Certificate relating thereto and
the delivery of a copy thereof to the Lessee
2. The certificate shall provide for the Lessee to opay the following
proportions in respect of the Lessor's Expenses:
(i) 25% of the said Expenses incurred in respect of the Building
(ii) 11% of the said Expenses incurred in respect of that part of the
Estate edged yellow on the Plan
(iii) 3.3% of the said Expenses incurred in respect of that part of the
Estate edged green on the Plan
3. The Certificate shall save in respect of any arithmetical or other manifest
error be conclusive evidence for the purposes hereof of the matters which it
purports to certify
4. The Lessee shall on demand accompanied by a copy of the Certificate for the
Lessor's Financial Year to which such demand relates pay to the Lessor the
Principal Charge and the Supplementary Charge as shown in the Certificate (or in
the case of any period of less than a year a due proportion thereof) subject
however in each and every case to the deduction therefrom
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70
any interim payments previously made by the Lessee on account thereof in
pursuance of the provisions herein contained
5. The Lessee shall with every quarterly payment of rent pay to the Lessor such
sums in advance and on account of the amounts prospectively payable under
paragraph 3 hereof as the Lessor shall in the Lessor's discretion consider to be
fair and reasonable
6. If it shall be found upon the issue of the Certificate that the aggregate. of
the interim payments made by the Lessee to the Lessor during the relevant
Lessor's Financial Year in pursuance of paragraph 4 hereof exceeds the amounts
payable pursuant to paragraph 3 hereof for the Lessor's Financial Year the
Lessor shall credit to the Lessee for the following year the amount of such
excess
7. PROVIDED ALWAYS that this Part II of this Schedule shall continue to apply
notwithstanding the termination of the Term but only in respect of the period
down to the termination of the Term
THE COMMON SEAL of BRITISH )
SATELLITE BROADCASTING ) [ILLEGIBLE]
LIMITED was hereunto affixed )
in the presence of:-- )
Director
[ILLEGIBLE]
Secretary
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DATED___________________________________________ 1997
BRITISH SKY BROADCASTING LIMITED (1)
- and -
IBIS GROUP PLC. (2)
===================================
AGREEMENT FOR Lease
of
Unit Two,
Twyford Place, Lincolns Inn,
High Wycombe, Buckinghamshire.
===================================
Davenport Lyons
1 Old Burlington Street
London W1X 1LA
Tel: 0171-468 2600
Fax: 0171-437 8216
72
THIS AGREEMENT FOR LEASE is made the day of 1997
BETWEEN:
(1) BRiTISH SKY BROADCASTING LIMITED whose registered office is at Grant Way,
Isleworth, Middlesex, TW7 5QF. ("the Landlord") and
(2) IBIS GROUP PLC. whose registered office is at ("the Tenant")
IT IS AGREED as follows:
1. LEASE COMPLETION
1.1 Fourteen days after the later of:
1.1.1 the date upon which the Superior Landlord's Licence to Underlet has
been granted in accordance with Clause 3.19 of the Superior Lease
and
1.1.2 the grant of an Order of the High Wycombe County Court pursuant to
Section 38(4) of the Landlord and Tenant Act 1954 (as amended) ("the
Act") by which the provisions of Sections 24 to 28 (inclusive) of
the Act are excluded in relation to the Lease
the Landlord shall grant and the Tenant shall take and execute a
counterpart of the Lease (in the attached form) ("the Lease") of the
Premises for a term of years expiring on 20th August 2015 and upon the
terms and conditions set out therein
1.2. Upon completion the Lease shall be granted free of all charges and
encumbrances but subject to the matters referred to in the title of the
Premises specified in Clause 4.1. hereof including for the avoidance of
doubt the Superior Lease (in respect of which the Tenant shall not raise
any requisitions or enquiries) save for any financial charges in respect
of which the Landlord shall procure the consent of any Superior Landlord
to the grant of the Lease to the Tenant
2. NO DEMISE
Until the grant of the Lease this agreement shall not be deemed to operate as a
demise of the Premises or any part thereof
3. NO ALIENATION
The Tenant shall not assign charge or part with its interest under this
Agreement or any part thereof nor shall the Landlord be required to grant the
Lease to any person other than the Tenant
4. TITLE
4.1 The title of the Premises (with other property) is registered at HM Land
Registry with
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73
Title Absolute under Title No BM154874 and title shall be deduced in
accordance with S11O(1) of the Land Registration Act 1925
4.2 The completion of the grant of the Lease shall take place at the offices
of the Developer's Solicitors Messrs. Davenport Lyons of 1 Old Burlington
Street London W1X 1LA
4.3 Vacant possession of the Premises shall be provided upon completion of the
Lease
5. OUTSTANDING PROVISIONS AFTER LEASE
All the terms conditions and stipulations of this Agreement shall remain in full
force and effect to the extent that the same remain to be implemented
notwithstanding the grant of the Lease
6. SERVICE OF NOTICES
Any notice or demand required to be served hereunder may either be left at or
sent by ordinary prepaid post or by facsimile in the case of an individual or in
the case of a firm be left at or sent by ordinary prepaid post or facsimile to
the last known address the principal place of business and in the case of a
company any such notice or demand may be left at or sent by ordinary prepaid
post or facsimile to its registered office or principal place of business and
such notice or demand shall be deemed to be received on the day following the
date of such posting or facsimile thereof as aforesaid
7. ENTIRE AGREEMENT
The Agreement and the conditions herein contained constitute the entire
agreement between the parties and may only be varied or modified either by
correspondence between the parties' respective solicitors or collateral contract
or otherwise in writing under the hands of the parties
8. NO REPRESENTATIONS
Save for the written statements of the Landlord's solicitors in answer to
written preliminary enquiries prior to the making of this Agreement it is hereby
acknowledged by the Tenant that it has not entered into this Agreement in
reliance wholly or partly on any statement or representation made to the Tenant
or its agents provided that this condition shall not apply to any error
mis-statement or omission which is recklessly or fraudulently made
9. LOCAL LAND CHARGES
So far as the same relate thereto the Premises are subject to all local land
charges whether registered or not before the date hereof and all matters capable
of registration as local land charges whether or not actually so registered and
all notices charges orders resolutions
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74
demands plans proposals requirements restrictions agreements conditions
directions or other matters whatsoever served or made by any local or other
competent authority before on or after the date hereof
10. STANDARD CONDITIONS
The Standard Conditions of Sale (3rd Edition) shall be deemed to be incorporated
herein except as varied by or inconsistent with the provisions of this Agreement
11. COURT ORDER
The Landlord and the Tenant shall make a joint application to the High Wycombe
County Court to obtain an Order pursuant to Section 38(4) of the Landlord and
Tenant Act 1954 (as amended) by which the provisions of Sections 24 to 28
(inclusive) of the Act are excluded in relation to the Lease
12. HEADINGS
The paragraph headings shall not affect the interpretation hereof
AS WITNESS the hands of the parties hereto
THE FIRST SCHEDULE ABOVE REFERRED TO
(Description of Premises).
Unit Two, Twyford Place, Lincolns Inn, Lincolns Road, High Wycombe,
Buckinghamshire, shown for identification purposes edged yellow and green on the
attached plan(s) but excluding any buildings thereon let to any other tenant
SIGNED by )
duly authorised on behalf of )
BRITISH SKY BROADCASTING LIMITED )
SIGNED by )
duly authorised on behalf of )
IBIS GROUP PLC. )
3
75
MEMORANDUM
IT IS HEREBY AGREED AND DECLARED between:
1. WYNDHAM INVESTMENTS LIMITED whose registered office is at Wyndham Court
Pritchard Street Bristol BS2 8RH and
2. BRITISH SKY BROADCASTING LIMITED whose registered office is at 6 Centaurs
Business Park Grant Way Isleworth Middlesex TW7 5QD
the present Lessor and Lessee respecttively under a Lease ("the Lease") dated
21st August 1990 and made between Questsun Limited (1) and British Satellite
Broadcasting Limited (2) of premises situate at and known as Unit 2 Twyford
Place Lincolns Inn High Wycombe Buckinghamshire and more particularly described
in the Lease THAT pursuant to the provisions of Clause 6 thereof the yearly rent
firstly reserved by the Lease shall with effect from the 20th August 1995
continue of EIGHTY THREE THOUSAND AND EIGHT HUNDRED NINETY-FIVE POUNDS
((pound)83895) exclusive.
AND THAT this Memorandum shall be attached to the Lease and Counterpart thereof
and shall henceforth be conclusive evidence of the yearly rent payable pursuant
to the first rent review thereunder
DATED this 20th day of December 1995
SIGNED by
for and on behalf of
WYNDHAM INVESTMENTS LTM