Exhibit 10.54
FELAW MALTINGS IPSWICH (NO. 1)
LIMITED
FELAW MALTINGS IPSWICH (NO.2)
LIMITED
- and -
VIDUS LIMITED
- and -
MARS PENSION TRUSTEES
LIMITED
LEASE
- OF -
THIRD FLOOR, THE NORTH MALTING
FELAW STREET IPSWICH SUFFOLK IP2 8HE
Lovells
P1/JCP/DBDM/1389608.02
21552/83900
CONTENTS
LEASE
|
THIS LEASE
is made
|
|
9 December
|
|
2004
|
BETWEEN:
(1)
Felaw Maltings Ipswich
(No. 1) Limited (Registered Number 4330837) and Felaw
Maltings Ipswich (No. 2) Limited (Registered Number
4330719) whose registered offices are both at 21 Holborn Viaduct
London EC1A 2DY (together the “Lessor” );
and
(2)
Vidus Limited
(Registered Number 4069823) Whose
registered office is at North Felaw Mailings, 48 Felaw Street,
Ipswich, Suffolk (the “Lessee” ); and
(3)
Mars Pension Trustees
Limited (Registered
Number 449733) of 3D Dundee Road Slough Berkshire SL1 4LG (the
“ Adjoining Owner ”).
WITNESSES:
1.
INTERPRETATION
1.1
In this Lease the following words
and expressions have the meanings set opposite them:
“adjoining or neighbouring
premises” includes
any part of the Development other than the Premises;
“Adjoining Owner’s
Land” means that
part of the Development comprised in HM Land Registry title number
SK161294 of which the Adjoining Owner is the registered
proprietor;
“associated
company” means a
company in the same group of companies as the Lessee as defined by
section 42 Landlord and Tenant Act 1954;
“Authorised Guarantee
Agreement” means an
agreement between the Lessor and the Lessee entered into by the
Lessee as covenantor in the circumstances set out in clause 3.18
hereof and containing the provisions set out in Schedule 6
hereto;
“Building”
means the building known as The
North Malting, Felaw Street, Ipswich shown edged red on Plan
1;
“Common
Areas” means those
parts of the Development together with any areas not forming part
of the Development which the Lessee is authorised to use designated
and allocated by the Lessor from time to time for the common use
and benefit of or the provision of services to the lessees of
premises forming part of the Development (whether or not including
the Lessee) and persons using or visiting the Development and
(without prejudice to the generality of the foregoing) includes any
roads footpaths car parks parking spaces and landscaped areas of
the Development as well as any estate signs and boards gates walls
and fences lighting apparatus surveillance devices services kiosks
security guards’ accommodation Conducting Media and other
things which may at any time be in on or over under or about the
Development and which are designated and allocated by the Lessor as
aforesaid;
“Common
Parts” means any
entrances, entrance halls, lifts (including lift shafts), stairs,
escalators, passageways, landings, lavatory accommodation,
Conducting Media and other parts of the Building available or
intended to be available for use in common by two or more of the
Lessor’s lessees of the Building;
“Conducting
Media” means tanks,
pipes, cables, wires, meters, drains, sewers, gutters and other
things of a like nature for the passage of electricity, gas, water,
soil and other services;
“Development”
means the land in the County of
Suffolk and the offices and other buildings erected thereon known
as The Maltings Development Felaw Street Ipswich and shown with a
heavy blue line on Plan 1 (including for the avoidance of doubt,
the Building) together with any alteration addition or extension
thereto that is either agreed between the parties or is the result
of a minor adjustment to the boundaries of the Lessor’s
ownership not material to the Development as a whole;
“Insurance
Rent” means the
rent reserved by clause 2.2 hereof;
“Insured
Risks” means fire
and such other usual commercial risks or perils (if any) and as
shall be available in the market at reasonably commercial rates as
the Lessor (acting reasonably) may from time to time deem it
prudent to insure and have insured the Development (with or without
the boilers, lifts and other plant and machinery in the Building)
against;
“Lessee”
includes the successors in title
and assigns of the Lessee;
“Lessor”
includes the person or persons for
the time being entitled to the reversion immediately expectant on
the Term;
“Other
Buildings” means
the buildings Known as The South Malting The North kiln and the
South Kiln Felaw Street Ipswich shown edged brown on Plan
1;
“Other Lettable
Units” means the
parts of the Development let or designed to be let to a lessee
excluding:
(a)
the Common Areas;
(b)
the Premises; and
(c)
the Common Parts;
“Parking
Spaces” means those
parking spaces forming part of the Common Areas shown coloured
yellow on Plan 1;
“Party
Structures” unless
the context otherwise requires means the walls separating and
dividing the Premises from any Other Lettable Unit;
“Planning
Acts” means and
includes the “Planning Acts” as defined in
section 117 Planning and Compulsory Purchase Act 2004 together
with that Act and all other legislation from time to time imposing
controls on the development or use of land (so far as the same does
not form part of Structure) or the Common Parts;
“Premises”
means all those premises (shown
edged red on the Plan 2 annexed hereto) on the third floor of the
Building (so far as such floor does not form part of the Structure
or the Common Parts) together with all glass, false ceilings,
plaster and other internal finishes of walls and ceilings and all
floorboards and floor coverings as well as any landlord’s
fixtures and fittings from time to time therein and each and every
part thereof (so far as the same does not form part of the
Structure) or the Common Parts;
2