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Exhibit
10.1.8
Dated 22 May
2007
DELPHAX TECHNOLOGIES
LIMITED
and
AFRISO EUROGAUGE
LIMITED
and
AFRISO-WERK GEORGE FRITZ
GmbH& CO. KG
UNDERLEASE OF UNIT
4
SATELLITE BUSINESS VILLAGE,
FLEMING WAY
CRAWLEY, WEST
SUSSEX
asb law
Innovis House
108 High Street
Crawley, West Sussex RH10
1AS
Tel: 01293 861233
Fax: 01293 603670
Ref: SG3/504649/1
THIS LEASE is dated
the 22 nd
day of May,
2007
HM Land Registry
Title number(s):
WSX129053
Administrative area: West Sussex:
Crawley
PRESCRIBED CLAUSES
LR1. Date of lease
2007
LRS. Title numbers(s)
LR2.1 Landlord’s title
number(s)
WSX105647
LRS.2 Other title
numbers
WSX129053
LR3. Parties to this
Lease
Landlord
Delphax Technologies
Limited
100 New Bridge Street, London
EC4V 6JA
1673252
Tenant
Afriso Euroguage
Limited
Imberhorne Lane, East
Grinstead, West Sussex RH19 1RF
738226
Other
parties
Afriso-Wesrk Georg Fritz
GmbH & Co. KG
Lindenstrasse 20, 74363
Güglingen, Germany
HRS 77-Bra
Guarantor
LR4. Property
In the case of a conflict between
this clause and the remainder of this Lease then, for the purposes
of registration, this clause shall prevail
See the definition of
“Property” in clause 1.1 of this Lease
LR5. Prescribed statements
etc
None
LR6. Term for which the Property is
leased
The term as specified in this Lease at
clause 1.1 in the definition of “Contractual
Term”
LR7. Premium
None
LR8. Prohibitions or restrictions on
disposing of this Lease
This Lease contains a provision that
prohibits or restricts dispositions
LR9. Right of acquisition
etc
LR9.1 Tenant’s contractual
rights to renew this Lease, to acquire the reversion or another
lease of the Property, or to acquire an interest in other
land
None
LR9.2 Tenant’s covenant to (or
offer to) surrender this Lease
None
LR9.3 Landlord’s contractual
rights to acquire this Lease
None
LR10. Restrictive covenants given in
this Lease by the Landlord in respect of land other than the
Property
None
LR11. Easements
LR11.1 Easements granted by this
Lease for the benefit of the Property
The easements included in clause 1.1 of
this Lease in the definition of Incorporated Terms and specified in
clause 2 and the Second Schedule of the Superior Lease
LR11.2 Easements granted or reserved
by this Lease over the Property for the benefit of other
property
The easements included in clause 1.1 of
this Lease in the definition of Incorporated Terms and specified in
clause 2 and Part I of the Third Schedule of the Superior
Lease
LR12. Estate rentcharge burdening the
Property
None
LR13. Application for standard form
of restriction
The Parties to this Lease apply to enter
the following standard form of restriction against the title of the
Property.
LR14. Declaration of trust where
there is more than one person comprising the Tenant
N/a
B E T W E E N
| (1) |
DELPHAX TECHNOLOGIES LIMITED incorporated and registered in
England and Wales with company number 1673252 whose registered
office is at 100 New Bridge Street, London EC4V 6JA (the
Landlord ). |
| (2) |
AFRISO EUROGAUGE LIMITED incorporated and registered in England
and Wales with company number 738226 whose registered office is at
Imberhorne Lane, East Grinstead, West Sussex RH19 1RF (the
Tenant). |
| (3) |
AFRISO-WERK GEORG FRITZ GmbH & Co. KG a company
registered at the District Court, Heilbronn, Germany with
registration number HRA 77-A-Bra whose registered office is at
Lindenstrasse 20, 74363 Güglingen, Germany (the
Guarantor ) |
RECITALS
The Landlord is entitled to possession
of the Property under the terms of a Superior
Lease (a copy of which has been given to
the Tenant)
The Landlord has agreed to grant an
underlease of the Property to the Tenant on the terms set out in
this Lease
IT IS AGREED THAT
| 1.1 |
The definitions and rules of interpretation set out in this
clause apply to this Lease |
|
|
|
| “Additional Sums” |
|
any sums
equivalent to monies payable by the Landlord under the Superior
Lease, whether or not reserved as rent, but excluding the Superior
Rent, Service Charge and Insurance Rent |
|
|
| “Annual Rent” |
|
a rent of
an amount equivalent to the Superior Rent |
|
|
| “Contractual Term” |
|
a term of
years beginning on, and including the date of this Lease and ending
on, and including 25 September 2012 |
|
|
|
|
|
| “Incorporated Terms” |
|
all of
the terms, requirements, and covenants and conditions contained in
the Superior Lease |
| |
(i) |
the definitions and rules of interpretation in the Superior
Lease; |
| |
(ii) |
the obligations to be observed by the Landlord (as tenant under
the Superior Lease) except those specifically excluded in part
(b) below; |
| |
(iii) |
the agreements and declarations contained in the Superior
Lease; |
| |
(iv) |
the rights granted and reserved by the Superior Lease
(including the right of re-entry); |
| |
(v) |
the third party rights, restrictions and covenants affecting
the Property; |
| |
(vi) |
the provisions for rent review contained in clauses 2 and the
Fourth Schedule of the Superior Lease; and |
| |
(vii) |
the provisions for forfeiture contained in Clause 5 of the
Superior Lease |
| |
(i) |
the term granted by the Superior Lease; |
| |
(ii) |
the obligations on the Landlord (as tenant under the Superior
Lease) to pay to the Superior Landlord the Superior Rent, Insurance
Rent and Service Charge reserved by the Superior Lease; |
| |
(iii) |
the Superior Landlord’s covenants; and |
| |
(iv) |
any other terms of the Superior Lease which are specifically
excluded by the terms of this Lease or substituted by the terms of
this Lease. |
|
|
|
| “Insurance Rent” |
|
an amount
equivalent to the sums payable by the Landlord under clause 2 of
the Superior Lease |
|
|
| “Insured Risks” |
|
the risks
insured against by the Superior Landlord under clause 1(b)(v) of
the Superior Lease |
|
|
| “Permitted Use” |
|
the use of
the Property permitted by the Superior Lease |
|
|
| “Plan” |
|
the plan
attached to the Superior Lease |
|
|
| “Property” |
|
known as
Unit 4, Satellite Business Village, Fleming Way, Crawley, West
Sussex shown edged red on Plan as described in the Superior
Lease |
|
|
| “Rent
Payment Dates” |
|
25 March, 24
June, 29 September and 25 December |
|
|
| “Review Dates” |
|
the
expiration of each five years of the term granted by the Superior
Lease |
|
|
| “Service Charge” |
|
an amount
equivalent to the sums payable by the Landlord (as tenant) under
clause 3(7) of the Superior Lease |
|
|
| “Services” |
|
the services
provided by the Superior Landlord to, and for the benefit of the
tenants and occupiers of the Business Village under clause 3(7) of
the Superior lease |
|
|
| “Superior Landlord” |
|
the landlord
for the time being of the Superior Lease |
|
|
| “Superior Landlord’s |
|
the
obligations in the Superior Lease to be |
|
|
| Covenants” |
|
observed by
the Superior Landlord |
|
|
| “Superior Lease” |
|
the lease by
virtue of which the Landlord holds the Property, which is dated 12
April 1988 made between Rosehaugh Estates plc (1) Check Technology
Limited (2) and Check Technology Corporation (3) and any documents
made supplemental to it |
|
|
| “Superior Rent” |
|
the rent
payable by the Landlord under clause 2 of the Superior
Lease |
|
|
| “Tenant’s Covenants” |
|
the
obligations in this Lease, which include the obligations contained
in the Incorporated Terms, to be observed by the Tenant |
|
|
| “VAT” |
|
value added
tax chargeable under the Value |
|
|
|
|
Added Tax
Act 1994 or any similar replacement or |
|
|
|
|
|
|
|
additional
tax |
|
|
| “1954
Act” |
|
Landlord and
Tenant Act 1954 |
| 1.2 |
For the purposes of this Lease only, references to the landlord
and tenant in the Superior Lease shall be read as references to the
Landlord and Tenant in this Lease and matters in the Superior Lease
requiring the consent or approval of the Superior Landlord, shall
also require the consent of the Landlord on the same
terms. |
| 2.1 |
The Landlord lets with full title guarantee the Property to the
Tenant for the Contractual Term at the rents reserved |
| 2.2 |
The matters excepted and reserved by the Superior Lease for the
benefit of the Superior Landlord are excepted and reserved for the
benefit of the Landlord and the Superior Landlord by this
Lease. |
| 2.3 |
The Landlord reserves the right to enter onto the Property,
with or without workmen and equipment, for any purpose necessary to
enable the Landlord to comply with its covenants under the Superior
Lease whether or not: |
| 2.3.1 |
the obligation to comply with the relevant covenants has been
imposed upon the Tenant by the terms of this Lease; |
| 2.3.2 |
the Tenant is in breach of the relevant covenants |
| 2.4 |
This grant is made on the terms of this Lease which include the
Incorporated Terms as if they were set out in full in this
Lease |
| 2.5 |
The Tenant covenants to comply with the Tenant’s
Covenants. |
| 2.6 |
The grant is made with the Tenant paying the following as rent
to the Landlord: |
| |
2.6.2 |
the Service Charge; |
| |
2.6.3 |
the Insurance Rent; |
| |
2.6.4 |
the Additional Sums; |
| |
2.6.5 |
all interest payable under this Lease; and |
| |
2.6.6 |
any other sums due under this Lease |
| 3.1 |
The Tenant shall pay the Annual Rent by four equal installments
in advance on or before the Rent Payment Dates. The payments shall
be made by banker’s standing order or by any other method
that the Landlord requires at any time by giving notice to the
Tenant |
| 3.2 |
The first installment of the Annual Rent shall be made on the
date of this Lease and shall be the proportion, calculated on a
daily basis, in respect of the period from the date of this lease
until the date before the next Rent Payment Date |
| 4 |
REVIEW OF THE ANNUAL RENT |
On each Review Date the
Annual Rent shall be reviewed so that the rent payable under this
Lease shall be an amount equivalent to the Superior Rent as
reviewed and payable under the Superior Lease
| 5.1 |
In addition to the insurance Rent payable by the Tenant in
respect of the Insured Risks the Landlord may also
insure: |
| |
5.1.1 |
three year’s loss of Annual Rent to the extent that the
Annual Rent exceeds the Superior Rent; |
| |
5.1.2 |
against its public liability in respect of the
Property |
| 5.2 |
The Tenant shall pay to the Landlord on demand: |
| |
5.2.1 |
the Insurance Rent; and |
| |
5.2.2 |
the sums expended by the Landlord in complying with clause
5.1 |
| 5.3 |
The Landlord shall be entitled to retain for itself any agency
fee or other commission paid or allowed by the insurers |
| 6 |
SERVICE CHARGE AND ADDITIONAL SUMS |
The Tenant shall pay to the
Landlord on demand:
| 6.2 |
the Additional Sums; and |
| 6.3 |
any other sums due under this Lease |
| 7.1 |
All sums payable by the Tenant, whether reserved as rent under
this Lease or otherwise, are exclusive of any VAT that may be
chargeable. The Tenant shall pay VAT in respect of all taxable
supplies made to it in connection with this Lease on the due date
for making any payment or, if earlier, the date on which that
supply is made for VAT purposes |
| 7.2 |
Every obligation on the Tenant under or in connection with this
lease to pay, refund or indemnify the Landlord or any other person
in respect of any money or against any liability includes an
obligation to pay, refund or indemnify that person against any VAT,
or an amount equal to any VAT, that may be chargeable in respect of
that sum |
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