EXHIBIT 10.6.2
--------------
DATED 23rd June 1988
WARRINGTON AND RUNCORN DEVELOPMENT CORPORATION
- and -
MINIPAK AEROSOLS LIMITED
L E A S E
relating to 10/11 Arkwright Road Astmoor Industrial Estate
Runcorn
Dove & Hodd
Solicitors
New Town House
Buttermarket Street
Warrington Cheshire
THIS LEASE is made the 23rd day June One thousand nine hundred and eighty eight
B E T W E E N
WARRINGTON AND RUNCORN DEVELOPNENT CORPORATION New Town House Buttermarket
Street Warrington Cheshire (hereinafter called "the Corporation") of the one
part and MINIPAK AEROSOLS LIMITED of 9 Arkwright Road Astmoor Industrial Estate
Runcorn (hereinafter called "the Lessee") of the other part
W I T N E S S E T H as follows:-
1. THE Corporation hereby demise unto the Lessee ALL THAT piece of land situate
on the Astmoor Industrial Estate (hereinafter called "the Estate") containing in
the whole 20,000 square feet or thereabouts which for the purpose of
identification only is more particularly delineated in the plan annexed hereto
and thereon edged red
TOGETHER WITH
(1)The factory building erected thereon known as Unit number 10/11 Arkwright
Road Astmoor Industrial Estate Runcorn in the County of Cheshire and the
Corporations fixtures and fittings therein or thereon (all which said land
buildings fixtures and fittings as hereinafter collectively called "the
demised premises")
(2)Full and free right of access at all times over the Estate roads for the
reasonable purpose of carrying on their trade or business and
(3)The free passage of surface storm soil and effluent drainage gas water
and electricity steam telephone and any other service or supply from the
demised premises through the sewers drains watercourses conduits pipes
wires and cables which now are or may hereafter during the term hereby
granted be in or over under or upon the adjoining or neighbouring lands of
the Corporation and their successors in title or the said Estate roads
EXCEPT AND RESERVED unto the Corporation
(1)The free passage of surface storm soil and effluent drainage gas water
and electricity steam telephone or any other service or supply from the
other buildings and the land of the Corporation and their lessees
adjoining or near to the demised premises through the sewers drains
watercourses conduits pipes wires and cables which now are or may
hereafter during the term hereby granted be in or over under or upon the
demised premises
(2)At any time hereafter the right to execute works services and .erections
and buildings upon or to alter or rebuild any of the erections services
and buildings erected on their adjoining and neighbouring lands and to use
their adjoining and neighbouring land and buildings or erections as they
think fit notwithstanding that the access of light and air to the demised
premises may be interfered with
TO HOLD the same unto the Lessee f r the term of Twenty years from the 7th day
of March 1988 SUBJECT to the covenants terms and conditions hereinafter
contained PAYING therefor unto the Corporation during the said term the yearly
rent of (pound)48,000 or such greater sum as may from time to time become
payable in accordance with the provisions for rent review contained in Clause
4(3) hereof such rent to be paid in equal instalments in advance on the first
days of January April July and October in every year and (as the case may be) in
proportion AND ALSO PAYING by way of additional rent a sum or sums of money
equal to the amount which the Corporation may expend in effectinq and
maintaining the insurance of the demised premises against destruction or damage
by fire or other perils in their full value and the insurance of not more than
one years rent such last mentioned sum or sums to be paid without any deduction
in equal instalments in advance together with the yearly rent aforementioned
2. THE Lessee hereby covenants with the Corporation as follows:-
(1) To pay the said yearly rents at the times and in the manner aforesaid
without any deduction
(2) To pay all rates and other outgoings which now are or during the said term
shall be payable in respect of the demised premises or any part thereof
(3) To paint with two coats of paint approved both as to quality and colour by
the Corporation in a workmanlike manner in every fifth year and in the last year
of the said term (whether determined by effluxion of time or otherwise) all the
parts of the demised premises both interior and exterior as now are painted and
any additions or alterations thereto and at the same time to treat in manner
approved by the Corporation any surfaces which should be so treated PROVIDED
ALWAYS that if this Lease shall not continue for a period of five years then the
Lessee shall on demand pay to the Corporation or as it directs a sum equal to
the proportionate part of the total cost to the Corporation for any less period
than five years (a year or part of a year shall represent one fifth of such
cost) whether such sum is expended or not of painting or otherwise treating the
demised premises in manner aforesaid the amount of such cost and of the relative
proportionate part thereof to be assessed by the Corporation through their
appropriate Chief Officer whose decision shall be final and binding on the
Lessee
(4) To keep the demised premises including the windows gutterings sewers drains
walls and doors thereof and sanitary water and heating apparatus thereof and all
additions thereto in good and substantial repair and condition (destruction or
damage by fire or other perils in respect of which the Corporation has insured
always excepted) and so deliver up the same at the end or sooner determination
of the said term hereby created
(5) To keep all used containers refuse scrap and other discarded matter in a
suitable receptacle or in an otherwise tidy condition and to arrange for the
removal thereof at frequent and regular intervals
(6) In all respects to comply with the legislatioin relating to Planning
Factories Clean Air Drainage of Trade Premises and Public Health and with any
other obligations imposed by law in regard to the demised premises and the trade
or business for the time being carried on in the demised premises
(7) To permit the Corporation or their agents at all convenient times to enter
the demised premises and examine the state of repair and condition thereof and
to check and take inventories of the Landlords fittings fixtures and equipment
therein and that the Lessee will repair and make good all defects decays and
wants of repair thereto of which notice in writing shall be given by the
Corporation to the Lessee and for which the Lessee may be liable hereunder
within one month after the giving of such notice PROVIDED that in case of
default by the Lessee the Corporation may make good such defects decays and
wants of repair and the cost of the same shall be repayable by the Lessee to the
Corporation on demand
(8) Not to make any alterations or additions to the demised premises or erect
any new buildings thereon without the consent of the Corporation and the
approval of the Corporation to the plans and specifications thereof and if such
consent and approval is given to make such alterations or additions in
conformity with such plans and specifications and to the approval of the
Corporation and upon such terms as the Corporation may consider just
(9) To use the demised premises for the purpose of the manufacture and
distribution of aerosol filled products and for purposes allied or ancillary
thereto and not to use the demised premises or suffer or permit the same to be
used for any other purpose whatsoever except with the previous consent in
writing of the Corporation in granting or withholding such consent the
Corporation shall be entitled to consider among other matters the management of
the Estate and the general planning of Runcorn New Town
(10) Not to use the demised premises or suffer or permit the same to be used for
any offensive noisy or dangerous trade business manufacture or occupation or for
any purpose or in any manner which may be a nuisance to the Corporation or the
owners or occupiers of neighbouring premises or in the Corporations opinion
detrimental to the use and development of the Estate
(11) Not to exhibit on the outer wall or roofs of the demised premises or of any
building or structure thereon any sign flag or advertisement except such as may
previously have been approved by the Corporation and in default the Corporation
may enter and remove the same at the Lessees cost PROVIDED however that the
Lessee may erect a sign in such position and of such form colour or design as
may be first approved by the Corporation displaying the name of the Lessee
(12) Not to suspend any weight from the roof or roof members or use the roof of
the demised premises for the storage of qoods or to place or permit or suffer to
be placed any weight thereon or to permit any person or persons to enter thereon
save with a view to the execution of necessary repairs and then only in such
manner as to subject the roof or roof members to the least possible strain
(13) Not to move place or keep or permit to be moved placed or kept on in and
adjacent to the demised premises any heavy articles or things in such manner or
position or in such quantity or weight or otherwise in such manner howsoever as
to cause damage to or exceed the load bearing capabilities of the floors walls
or structure of the demised premises and to indemnify the Corporation from and
against all actions proceedings costs claims and liability which may arise as a
result of any breach hereof
(14) Not to assign underlet or grant any licence in respect of the demised
premises or any part thereof nor part with or share the possession thereof or of
any part thereof without the written consent of the Corporation save that an
assignment or underletting of the whole or part of the demised premises to
another member of a group of companies (as defined by Section 42 of the Landlord
and Tenant Act 1954) of which the Lessee is also a member shaIl not be an
infringement of this covenant PROVIDED that one months written notice of the
Lessees intention so to assign or underlet is given to the Corporation
(15) Not to do or permit or suffer to be done anything whereby the policy or
policies of insurance on the demised premises or any adjoining or neighbouring
premises against destruction or damage by fire or other perils may become void
or voidable or whereby the rates of premium thereon may be increased and to
repay to the Corporation all sums paid by way of increased premiums and all
expenses incurred by them in or about the renewal of such policy or policies
rendered necessary by a breach of this covenant and all such payment shall be
made immediately on demand
(16) To permit the Corporation and all persons authorised by them at all
reasonable times to enter on the demised premises or any part thereof for the
purposes of repairing maintaining or rebuilding on any adjoining premises or for
the purpose of making repairing maintaining cleansing lighting and keeping in
good order and condition all roads sewers drains pipes gutters culverts fences
or other conveniences which shall belong to or be used for the demised premises
in common with other premises and also for the purpose of laying down
maintaining repairing and testing the heating system and drainage gas and water
pipes and electric wires or cables or for other similar purposes the Corporation
or such persons as aforesaid making such entry doing as little damage as may be
and making good any damage occasioned thereby to the demised premises (17) Not
to park or cause or allow to be parked any vehicles on the roads on the Estate
and to ensure that the Lessees visitors and employees are aware of such
restriction and any other regulations made by the Corporation or any other
appropriate authority for the control of vehicles on the Estate
(18) At the expiration or sooner determination of the Lease the Lessee will
yield up the demised premises in a condition consistent with the due performance
by it of the provisions herein contained
3. THE Corporation hereby covenants with the Lessee as follows:-
(1) To insure the demised premises (but not the contents thereof) in the full
value thereof against destruction or damage by fire or other perils in
accordance with a policy a copy of or sufficient extract from which the
Corporation shall furnish to the Lessee and in case the demised premises or any
part thereof shall at any time be destroyed or damaged so as to be unfit for
substantial occupation or use and the policy or policies effected by the
Corporation shall not have been invalidated or payment of the policy monies
refused in consequence of some act or default of the Lessee the rent hereby
reserved or a just and fair proportion hereof according to the nature and extent
of the actual damage done shall be suspended as from the happening of the said
destruction or damage until the said premises shall be again rendered fit for
occupation and use but the Lease shall in no way be invalidated and all sums
received in respect of such insurance shall be used forthwith by the Corporation
to repair reinstate or rebuild the demised premises and shall make good any
deficiency out of their own monies
(2) The Lessee shall have quiet enjoyment of the demised premises without any
lawful interruption or disturbance by the Corporation or by persons claiming
title through the Corporation
4. IT IS HEREBY AGREED between the Corporation and the Lessee as follows:-
(1) That this Lease shall be read and construed as if it had been executed by
both parties on the day of the commencement of the term hereby granted
(2) That if the rents hereby reserved or any part thereof respectively shall be
unpaid for twenty eight days after becoming payable {whether formally demanded
or not) or if any of the covenants on the Lessees part herein contained shall
not be performed or observed or if the Lessee shall be wound up whether
voluntarily {save for the purpose of reconstruction or amalgamation) or
compulsorily or if the Lessee for the time being not being a corporation shall
have a receiving order in bankruptcy made against him or them then in any such
case it shall be lawful for the Corporation at any time thereafter to re-enter
upon the demised premises or any part thereof in the name of the whole and
thereupon this demise shall absolutely determine but without prejudice to any
right of action of the Corporation in respect of any antecedent breach of the
Lessees covenants and conditions herein contained
5.(1) IN the fifth tenth and fifteenth years of the term (the last day of each
or any of which years being hereinafter referred to as "the Relevant Review
Date") there shall be agreed between the parties an amount representing the
Reviewed Rent (as hereinafter defined) of the premises at the Relevant Review
Date PROVIDED THAT in the absence of agreement the determination of such amount
shall not more than three months before or at any time after the Relevant Review
Date be referred on the application of either party to an independent valuer
(acting as an expert and not as an arbitrator) to be appointed in default of
agreement by the President of the Royal Institution of Chartered Surveyors
(2) The Reviewed Rent shall be whichever is the greater of
(i)The rent payable hereunder immediately prior to the Relevant Review Date
or
(ii) The yearly rack rent at which the premises might reasonably be expected
to be let as a whole at the Relevant Review Date
(a) upon the suppositions
(1)that the premises are to be let as a whole with vacant possession
between a willing landlord and a willing tenant upon the open market
for a term of twenty years calculated from the Relevant Review Date
subject to the same covenants conditions and provisions as are
herein contained (other than the amount of rent but including the
provisions for rent review)
(2)That the premises are in good and substantial repair and condition
and if destroyed or damaged reinstated
(3)That at the Relevant Review Date the premises are fit for immediate
occupation and use and that no work has been carried out thereon
which has diminished the rental value of the premises
(4)That the covenants herein contained have been fully observed and
performed
(b)But there shall be disregarded any of the matters specified in
paragraphs (a) (b) and (c) of Section 34 (1) of the Landlord and Tenant
Act 1954 (as amended)
(3) The Reviewed Rent shall be due with effect from the Relevant Review Date
notwithstanding that it is not assessed until after the Relevant Review Date and
pending the agreement or determination thereof rent shall continue to be payable
at the rate payable immediately prior to the Relevant Review Date and the
difference between the then existing rent and the Reviewed Rent shall be payable
on the next rent day after such assessment together with interest thereon at the
rate of three per cent above the Base Rate (or its successor) from time to time
of National Westminster Bank Plc for the whole of the period from the Relevant
Review Date to the date of payment PROVIDED ALWAYS that the Lessee may pay on
account of such additional rent any sum or sums which it shall consider fit and
from the date of payment of such sum or sums no interest shall be payable by the
Lessee thereon
(4) If at the Relevant Review Date there shall be in force a statute which shall
prevent restrict or modify the Corporations right to review and increase the
rent in accordance with this lease the Corporation shall when such restriction
or modification is removed relaxed or modified be entitled on giving not less
than one months notice in writing to the Lessee to proceed with any review of
the rent which may have been prevented (or further to review the rent in respect
of any review where the Corporations right was restricted or modified) and the
date specified in the said notice shall be deemed for the purposes hereof to be
a Relevant Review Date (providing that nothing herein shall be construed as
varying any subsequent Relevant Review Date) and the Corporation shall be
entitled to recover any resulting Increase in rent with effect from such date as
shall then be permitted by law
(5) Memoranda of each of the Reviewed Rents shall be endorsed or annexed to the
Original and Counterpart Leases
6. IF the Lessee wishes to expand within the designated area of Warrington and
Runcorn then the Lessee may surrender this Lease and provided the Lessee has
paid all the rent and observed and performed all the covenants hereinbefore
contained the Lessee shall serve upon the Corporation six months notice of its
intention to do so expiring on any rent day and thereupon the Corporation shall
accept a surrender of this Lease and this demise shall absolutely determine
without prejudice to any right of action of the Corporation in respect of any
antecedent breach of the Lessees covenants and conditions herein contained
7. IN the event of the demised premises or any adjoining premises or any part
thereof respectively being damaged or destroyed by fire and the insurance money
under any insurance against fire effected thereon by the Corporation being
wholly or partly irrecoverable by reason solely or in part of any act or default
of the Lessee his agents servants or workmen or of persons occupying or being
upon the demised premises with the authority or permission of the Lessee then
and in every such case the Lessee will forthwith pay to the Corporation the
whole or a fair proportion as the case may require of the cost of completely
rebuilding or repairing the same
8. THE wall separating the demised premises from the adjoining premises shall be
deemed to be a party wall and be repaired and maintained at the joint and equal
expense of the lessees owners or occupiers for the time being of the premises
separated thereby
9. ALL disputes and differences which may arise between the Corporation and the
Lessee with regard to the provisions of this Lease or the rights and liabilities
of the parties hereunder (except any dispute or difference regarding the rent
hereby reserved) shall be referred to arbitration under the provisions of the
Arbitration Act 1950 or any re-enactment or modification thereof for the time
being in force
IN WITNESS whereof the Corporation and the Lessee have hereunto affixed their
respective Common Seals the day and year first before written
THE COMMON SEAL of WARRINGTON AND
RUNCORN DEVELOPMENT CORPORATION was hereunto affixed in the presence of:-
Board Member
Secretary