Exhibit 10.21
DATED 8th September 1998
AGREEMENT FOR LEASE
Relating to land and buildings
forming ▇▇▇▇ ▇▇.▇▇ (▇▇) ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ Ride
Crowthorne
Berkshire
between
▇ ▇ ▇▇▇▇▇▇ & SONS LIMITED
and
▇▇▇▇▇▇▇ SYSTEMS (UK) LIMITED
PARK NELSON
▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Ref: JRB SEW 30220 424
THIS AGREEMENT FOR LEASE is made the 8th day of September One thousand nine
hundred and ninety eight BETWEEN ▇ ▇ ▇▇▇▇▇▇ & SONS LIMITED (Company Number
02582252) whose registered office is at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Landlord") (1) ▇▇▇▇▇▇▇ SYSTEMS (UK) LIMITED (Company
Number 03487972) whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("the Tenant") (2)
WHEREBY IT IS AGREED as follows:
1. (a) The Landlord shall grant and the Tenant shall accept a lease ("the
Lease") for a term of FIFTEEN YEARS (subject to provisions therein for
determination) from the Completion Date herein in respect of the property ("the
Property") described in the Schedule hereto such Lease to be in the form of the
approved draft lease annexed hereto (b) The annual exclusive rent (exclusive of
Value Added Tax) shall be in the sum of SIXTY THREE THOUSAND SEVEN HUNDRED AND
FIFTY POUNDS ((pound)63,750.00) subject to review as provided in the Lease
2. The Tenant shall deliver a duly executed counterpart of the Lease to the
Landlord's Solicitor within 5 working days after the document is delivered to
the Tenant's Solicitors
3. The Lease shall be granted subject to and where applicable with the benefit
of:-
(a) The covenants agreements conditions and other terms to be contained or
referred to in the said approved draft lease
(b) All matters other than registered Charges or similar financial incumbrances
contained or referred to in the Charges Register and all notes in the Property
Register of (i) the freehold title to the Property under title number BK260648
registered at HM Land Registry as at 21st January 1998 and (ii) the freehold
title to the Common Parts of the Estate under title number BK291692 at HM Land
Registry as at 21st January 1998
(c) The matters contained or referred to in the Registered Transfers mentioned
in the said approved draft lease
(d) All easements granted or to be granted to statutory authorities for the
supply of services to the Estate or any part thereof and
(e) The provisions and conditions of the planning permission for the development
of the Estate granted by the Bracknell Forest Borough Council on the 7th October
1997.
4.1 The Landlord shall at its own expense complete the construction of the
building intended to be erected upon the Property and also all remaining works
to the roads footpaths car parks landscaped areas and service media serving the
Property ("the Works") in an expeditious and good and workmanlike manner all in
accordance with the drawings and specifications which are available for
inspection at the Landlord's offices and the Tenant shall be deemed to have
inspected and approved the same whether or not such inspection has taken place
4.2 The Landlord shall be responsible for rectification prior to completion of
snagging items as advised by the Tenant to the Landlord or its Solicitors
5. The Landlord shall not be required to grant the Lease otherwise than to the
Tenant named herein
6. Title shall be deduced in accordance with Section 110 of the Land
Registration ▇▇▇ ▇▇▇▇ The Landlord's Charge Certificate is on deposit at HM Land
Registry under deposit number BK260648/D/G/010950 D and the Land Certificate
relating to the Common Parts is on deposit under reference BK291692/D/F.070320D
and the Landlord shall ensure that the same shall remain on deposit to enable
the Tenant to register this Agreement if it so wishes.
7. This Agreement shall remain in full force and effect after completion of the
Lease in respect of any matters covenants or conditions which shall not have
been done observed or performed prior thereto and all representations and
obligations of the parties hereto (except for any obligations fully performed on
or before such completion) shall continue in full force and effect
notwithstanding the completion of the Lease
8. Completion shall take place at the offices of the Lessor's solicitors on the
8th day of September 1998
9. The Property is let subject to the National Conditions of Sale 20th Edition
("the Conditions") so far as the same are applicable to an agreement for lease
by private treaty and are not varied by or inconsistent with this Agreement
PROVIDED that:(i) "Designated Bank" shall mean any of the London Clearing Banks
and (ii) the prescribed rate of interest shall be four per centum per annum
above Lloyds Bank Plc Base Rate from time to time in force
10. (a) The expressions "the Landlord" and "the Tenant" wherever the context so
admits include their respective successors in title
(b) Where the Landlord the Tenant for the time being are two or more individuals
the terms "the Landlord" "the Tenant" include the plural number and obligations
expressed or implied to be made by or with such party are deemed to be made by
or with such individuals jointly and severally and where the context so permits
such references shall also apply to any one or more members of such association
of individuals.
(c) Wherever the context so permits all references herein to the singular member
shall include the plural and vice versa and all references to the masculine
gender shall include the feminine and neuter and vice versa
11. Omitted
12. The Landlord shall procure that the Tenant shall have upon completion the
benefit of all professional warranties relating to the construction of the
Property and in particular shall procure that warranties are given by:-
1. The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partnership
2. The Baldock Quick Partnership
3. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Limited
in the form of those annexed
13. The Landlord upon actual completion and as a condition of completion shall
enter a Deed of Indemnity in the form of that set forth in the Appendix hereto
14. The Tenant shall only be required to complete the Lease if the Landlord can
hand over consent to the letting by Midland Bank plc or such other mortgagee
from time to time and if the same is not forthcoming within one month of the
Completion Date the contract shall be treated as at an end and the Landlord
shall be liable to the Tenant in damages
IN WITNESS the respective parties hereto have duly executed this Agreement as a
Deed the day and year first before written
THE SCHEDULE
Unit Number 35 in Group "C" of the Landlord's Estate known as Wellington
Business Park Crowthorne Berkshire the title to which is registered with
Absolute Title at HM Land Registry under Title Number BK260648 and which
property is more particularly described in the approved draft Lease and for the
purpose of identification only delineated on the plans thereto annexed
SIGNED for and on behalf of
▇ ▇ ▇▇▇▇▇▇ & SONS
LIMITED
Director /s/▇. ▇▇▇▇▇▇
SIGNED for and on behalf of ▇▇▇▇▇▇▇
SYSTEMS (UK) LIMITED
/s/Kingsley Napley Solicitors with the authority of ▇▇▇▇▇▇▇ Systems (UK) Limited
DEED OF INDEMNITY dated 8th September 1998
BETWEEN:
(1) ▇ ▇ ▇▇▇▇▇▇ & SONS LIMITED (Company Number 02582252) and whose registered
office is at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the
Landlord"); and
(2) ▇▇▇▇▇▇▇ SYSTEMS (UK) LIMITED (Company Number 03487972) whose registered
office is at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("the Tenant"); and
(3) ▇▇▇▇▇▇▇ SYSTEMS PLC ("the Guarantor")
In this Deed the following expressions shall where the context so admits have
the meanings ascribed to them:-
"the Agreements and Deeds" shall mean the following documents:
(a) Section 52 Agreement dated 26 June 1987 between Bracknell District Council
(1) Royal County of Berkshire (2) The Wellington College (3) and ▇▇▇▇▇ and ▇▇▇▇
Homes Limited (4)
(b) Section 52 Agreement dated 24 October 1987 between the Bracknell District
Council (1) Royal County of Berkshire (2) and The Wellington College (3)
(c) Section 38 Agreement dated 21 August 1989 between ▇▇ ▇▇▇▇▇▇ & Sons Limited
(1) E T Trust Limited (2) and Royal County of Berkshire (3)
(d) Section 52 Agreement dated 30 August 1989 between Bracknell Forest Borough
Council (1) and ▇ ▇ ▇▇▇▇▇▇ & Sons Limited (2)
(e) Section 38 Agreement dated 14 August 1991 between ▇ ▇ ▇▇▇▇▇▇ (Holdings)
Limited (1) Commercial Bank Trust Plc (2) and Royal County of Berkshire (3)
"the Premises" shall mean all those premises situate at
and known as ▇▇▇▇ ▇▇ (▇▇) ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ride Crowthorne
Berkshire
"the Charge" shall mean a specific financial
charge registered in the Land Charges
Register at Bracknell Forest Borough Council
dated 20 March 1992 with registration date
of 21 April 1992 where the amount of the
charge is (pound)1,401.00 plus interest at
4.5%. Description of charge: Agreement
Supplemental to Principal Agreement dated 30
August 1989 pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
"the Lease" shall mean a lease dated the date hereof of
the Premises and made between the
landlord and the Tenant
WHEREAS
(A) The Landlord is the registered proprietor of the freehold land on the south
side of ▇▇▇▇▇ Ride Bracknell as the same is registered at HM Land Registry with
title absolute under Title Number BK260648
(B) The Landlord has agreed to grant to the Tenant the Lease
(C) The Landlord's freehold interest from which is granted the Lease is affected
by the Agreements and Deeds and the Charge and the Landlord for itself and its
successors in title has agreed to indemnify the Tenant against the affects
thereof
(D) This Deed is supplemental to the Lease
(E) The parties have agreed that the Lease shall take effect subject to the
provisions of this Deed
(F) References to the Landlord and the Tenant shall include their respective
successors in title
THIS DEED WITNESSES as follows:-
1. The Lease shall take effect subject to and as varied by this Deed as if the
provisions hereof were set out in extenso therein
2. For the avoidance of doubt it is hereby agreed and declared that save as
otherwise herein expressly provided the obligations of the Landlord hereunder
and the other provisions hereof shall run with and bind the reversionary estate
immediately expectant on the term granted by the Lease with the intent that the
successors in title of the Landlord shall be bound by and be entitled to the
benefit of the provisions hereof
3. The Landlord hereby covenants with the Tenant that the Landlord shall do all
such acts and things as may be necessary to procure that the provisions of this
Deed shall bind its successors in title
4. The Guarantor agrees to the entering into of this Deed
5. The Landlord hereby covenants with the Tenant for itself and its successors
and for the benefit of the Tenant and its successors that the Landlord will at
all times hereafter save harmless and keep indemnified the Tenant from and
against all proceedings costs claims expenses and liabilities whatsoever in
respect of the Agreements and Deeds and the Charge
IN WITNESS WHEREOF the parties have executed this Deed the day and year first
before written
EXECUTED as a deed by
▇ ▇ ▇▇▇▇▇▇ & SONS LIMITED /s/▇. ▇▇▇▇▇▇
Director
EXECUTED as a deed by
▇▇▇▇▇▇▇ SYSTEMS (UK) LIMITED /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
/s/▇▇▇▇ ▇. ▇▇▇▇▇, III
Director/Secretary
EXECUTED as a deed by
▇▇▇▇▇▇▇ SYSTEMS PLC /s/▇▇▇▇ ▇. ▇▇▇▇▇, III
Director
/s/▇▇▇▇ ▇▇▇▇▇▇
Director/Secretary
