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FELAW MALTINGS IPSWICH (NO. 1) LIMITED FELAW MALTINGS IPSWICH (NO.2) LIMITED - and - VIDUS LIMITED - and - MARS PENSION TRUSTEES LIMITED

Office Lease Agreement


FELAW MALTINGS IPSWICH (NO. 1) LIMITED

FELAW MALTINGS IPSWICH (NO.2) LIMITED

 

- and -

 

VIDUS LIMITED

 

- and -

 

MARS PENSION TRUSTEES LIMITED
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This Office Lease Agreement involves

ROAD, INC

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Title: FELAW MALTINGS IPSWICH (NO. 1) LIMITED FELAW MALTINGS IPSWICH (NO.2) LIMITED - and - VIDUS LIMITED - and - MARS PENSION TRUSTEES LIMITED
Date: 8/9/2005
Industry: Computer Services    


FELAW MALTINGS IPSWICH (NO. 1) LIMITED

FELAW MALTINGS IPSWICH (NO.2) LIMITED

 

- and -

 

VIDUS LIMITED

 

- and -

 

MARS PENSION TRUSTEES LIMITED
, Parties: road  inc
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Exhibit 10.54

 

DATED

 

9 December

 

2004

 

 

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

 

 

PAGE NO.

CLAUSE

 

 

 

 

1.

INTERPRETATION

 

 

 

 

2.

DEMISE AND RENT

3

 

 

 

3.

LESSEE’S COVENANTS

4

 

 

 

 

3.1

Pay Rent

4

 

 

 

 

 

3.2

Pay outgoings

4

 

 

 

 

 

3.3

Repair and decorate

4

 

 

 

 

 

3.4

Observe legislation

5

 

 

 

 

 

3.5

Yield up

5

 

 

 

 

 

3.6

Entry by Lessor

5

 

 

 

 

 

3.7

Entry by adjoining owners

6

 

 

 

 

 

3.8

Costs of default

6

 

 

 

 

 

3.9

User

6

 

 

 

 

 

3.10

Alterations

7

 

 

 

 

 

3.11

Signage

8

 

 

 

 

 

3.12

Aerials, etc

8

 

 

 

 

 

3.13

Planning Acts

8

 

 

 

 

 

3.14

Statutory Notices

8

 

 

 

 

 

3.15

Insurer’s requirements

8

 

 

 

 

 

3.16

To Let board

9

 

 

 

 

 

3.17

Prohibited alienation

9

 

 

 

 

 

3.18

Assignment

9

 

 

 

 

 

3.19

Subletting

10

 

 

 

 

 

3.20

Registration of dealings

11

 

 

 

 

 

3.21

Encroachments

11

 

 

 

 

 

3.22

To comply with regulations

11

 

 

 

 

 

3.23

Not to park or obstruct

12

 

 

 

 

 

3.24

Works to Parking Spaces

12

 

 

 

 

 

3.25

Costs of applications

12

 

 

 

 

 

3.26

Observe documents

12

 

 

 

4.

LESSOR’S COVENANTS

13

 

 

 

 

4.1

Insure

13

 

 

 

 

 

4.2

Quiet enjoyment

13

 

 

 

 

 

4.3

Provide services

13

 

 

 

 

 

4.4

Structure

14

 



 

5.

PROVISOS

14

 

 

 

 

5.1

Interest on late payments

14

 

 

 

 

 

5.2

Re-entry

14

 

 

 

 

 

5.3

Rent cesser

15

 

 

 

 

 

5.4

Statutory compensation

16

 

 

 

 

 

5.5

Data Protection Act 1998

16

 

 

 

6.

RENT REVIEW

17

 

 

 

7.

LESSEE’S OPTION TO DETERMINE

19

 

 

 

8.

NOTICES

19

 

 

 

9.

VAT

20

 

 

 

10.

SURETY’S COVENANTS

20

 

 

 

11.

LANDLORD AND TENANT (COVENANTS) ACT 1995

20

 

 

 

12.

DELIVERY AS A DEED

20

 

 

 

13.

RIGHTS OF THIRD PARTIES

20

 

 

 

14.

RIGHTS GRANTED BY THE ADJOINING OWNER

20

 

 

 

SCHEDULES

 

 

 

 

1.

RIGHTS GRANTED

21

 

 

 

2.

RIGHTS RESERVED

22

 

 

 

3.

DOCUMENTS TO BE OBSERVED

24

 

 

 

4.

SERVICE CHARGE

25

 

 

 

5.

COVENANTS BY THE SURETY

31

 

 

 

6.

AUTHORISED GUARANTEE AGREEMENT

33

 



 

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



 

 

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