EXHIBIT 10.2
Dated the 30th day of August 2000
(1) ROOTMEAD LIMITED
- AND -
(2) BELDRAY LIMITED
- AND -
(3) XXXX INTERNATIONAL(UK) LIMITED
Counterpart/REVERSIONARY LEASE
of
Land and premises at Xxxxxx Industrial Estate,
Xxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxx
GOLDSMITHS
00 Xxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Tel No. 0000 000 0000
Fax No. 0000 000 0000
Ref: RJB
THIS LEASE is made the 30th day of August 2000
BETWEEN:
(1) ROOTMEAD LIMITED the registered office of which is at 0 Xxxxx Xxxxxx,
Xxxxxx X0X 0XX Company Registration No. 02129535 ("the Landlord"); and
(2) BELDRAY LIMITED the registered office of which is at XX Xxx 00, Xxxxxxx
Xxxx, Xxxxxxx, Xxxx Xxxxxxxx XX00 0XX Company Registration Xx. 00000 ("xxx
Xxxxxx"); and
(3) XXXX INTERNATIONAL (UK) LIMITED the registered office of which is at XX
Xxx 00, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxx XX00 0XX Company Registration
No. 516171 ("the Guarantor")
NOW THIS DEED WITNESSES as follows:
1. DEFINITIONS AND INTERPRETATION
For all purposes of this Lease the terms defined in this clause have the
meanings specified.
1.1 Interpretation of this Lease
The expression "this Lease" includes (unless expressly stated to the
contrary) any document supplemental to or collateral with this document or
entered into in accordance with this document except the Previous Lease.
1.2 The Premises
"The Premises" means all those land and premises at Xxxxxx Industrial
Estate, Mount Pleasant, Beldray Road, Bilston, West Midlands being the
premises demised by the Previous Lease.
1.3 The Previous Lease
"The Previous Lease" means a lease dated 8th June 1979 and made between
(1) Xxxxxx Industrial Park Limited (2) the Tenant and (3)
Xxxxxxxxxxx-Xxxxxx Limited by which the Premises were demised to the
Tenant for a term of 35 years from 25 March 1979 as varied by deeds
dated;
1.3.1 8 February 1980 made between The Norwich Union Life Insurance Society
(1) the Tenant (2) and Xxxxxxxxxxx Xxxxxx Limited (3)
1.3.2 24 November 1986 made between The Norwich union Life Insurance Society
Limited (1) and the Tenant (2)
1.3.3 21 June 1995 made between the Landlord (1) the Tenant (2) and the
Surety (3)
1.4 The Term
The term hereby granted shall include any statutory continuation or
extension thereof.
1.5 VAT
"VAT" means value added tax or any other tax of a similar nature and
unless otherwise expressly stated all references to rents or other sums
payable by the Tenant are exclusive of VAT.
2. RECITALS
2.1 Vesting of the Premises and the reversion
The Previous Lease remains vested in by the Tenant and the reversion
immediately expectant on the expiry of the term granted by the Previous
Lease is now vested in the Landlord.
2.2 Agreement for Reversionary Lease
The Landlord and the Tenant and the Guarantor have agreed that the
Landlord grant a reversionary lease of the Premises to the Tenant on the
terms appearing below.
3. DEMISE
The Landlord demises the Premises to the Tenant, excepting and reserving
to the Landlord the matters excepted and reserved by the Previous Lease,
to hold the Premises to the Tenant together with the rights granted by the
Previous Lease for the term of years commencing immediately following the
expiry of the Previous Lease and expiring on 24 March 2019 yielding and
paying to the Landlord in like manner as under the Previous Lease the
Basic Rent and the Heating Rent reserved and payable under the Previous
Lease immediately prior to the expiry of the Previous Lease on 24 March
2014 (but subject to the provisions in this Lease for rent review on 25
March 2014) payable under this Lease without any deduction or set-off by
equal quarterly payments in advance on the usual quarter days in every
year and proportionately for any period of less than a year, the first
payment, being a proportionate sum in respect of the period from the
expiry of the Previous Lease to the next quarter day after that date to
be paid immediately on the expiry of the Previous Lease.
4. TERMS OF THIS LEASE
This Lease is made upon the same terms and subject to the same covenants,
provisos and conditions as are contained in the Previous Lease (except as
to the amounts of the Basic Rent and the Heating Rent reserved and
defined by the Previous Lease and the term of years granted thereby and
except as modified in the Schedule to this Lease) so that this Lease is
to be construed and take effect as if those terms, covenants, provisos
and conditions were (except as above) repeated in this Lease in full with
such modifications only as are necessary to make them applicable to this
demise and the parties to this Lease except that the
covenants given by the Landlord and the Tenant and the Guarantor are to
be construed as if they had been given at the date of the Previous Lease.
5. COVENANTS
5.1 The Tenant's Covenants
The Tenant covenants with the Landlord to observe and perform all the
covenants and conditions on its part contained in the Previous Lease as
modified as above
5.2 The Landlord's Covenants
The Landlord covenants with the Tenant to observe and perform all the
covenants and conditions on the landlord's part contained in the Previous
Lease as modified above
5.3 The Guarantor Covenants
The Guarantor covenants with the Landlord to observe and perform all the
covenants and conditions on the part of the surety contained in clause 6
of the Previous Lease as modified above
6. NEW/OLD LEASE
This Lease is (but the Previous Lease is not) a new tenancy for the
purposes of section 1 of the Landlord and Tenant (Covenants) Xxx 0000
7. AVOIDANCE IF PREVIOUS LEASE DETERMINED
If the term of years granted by the Previous Lease is determined under
the proviso for re-entry contained in it, then this Lease is to become
absolutely void
8. NO AGREEMENT FOR LEASE
The Landlord and the Tenant and the Guarantor hereby verify that there is
no agreement for lease to which this Lease gives effect.
IN WITNESS whereof the parties have executed this Lease as a deed and delivered
it the day and year first before written.
SCHEDULE
Schedule of Modifications to the Previous Lease
1. Clause 2(11) of the Previous Lease shall be read as if the words "classes
IV and X of the Town and Country Planning Use Classes Order 1972" were
deleted and the words "Classes B2 and B8 of the Town and Country Planning
(Use Classes) Order 1987" were substituted therefor.
2. Clause 2(12) of the Previous Lease shall be read as if:
2.1 The following words were added to the end of Sub Clause (e) to Clause
2(12)(b) of the Previous Lease:-
"an authorised guarantee agreement from the assigning tenant with the
Landlord in a form reasonably required by the Landlord in accordance with
S.16 of the Landlord and Tenant (Covenants) Xxx 0000 and"
2.2 The following sub-clause (f) was added after sub clause (a) to Clause
2(12)(b) and before clause 2(13) of the Previous Lease:-
"PROVIDED THAT pursuant to s.19(1A) of the Landlord and Xxxxxx Xxx 0000
(as amended) the Landlord may withhold consent for an assignment if -
(a) the proposed assignee is reasonably expected to be materially
less able than the then current Tenant to observe and perform
the tenant's obligations under this Lease; or
(b) the financial standing of the proposed assignee is such that,
having regard to the provisions of this Lease (disregarding
the authorised guarantee agreement referred to in sub clause
(a) to Clause 2(12)(b) of this Lease) and to the effect of s.5
of the Landlord and Tenant (Covenants) Xxx 0000 and all other
relevant matters, the value of the Landlord's reversion to
this Lease would be materially diminished if the proposed
assignment took place with the Landlord's consent; or
(c) the value of the demised premises or the Landlord's interest
in Xxxxxx Industrial Park would be materially diminished as a
result of the assignment due to the nature of the business
intended to be carried on in the demised premises by the
proposed assignee if such business is different to a material
degree from the business carried on by the Tenant; or
(d) there shall be (at the date of the application to the Landlord
for consent to the assignment or at any time after that date
down to the proposed date of the assignment) any material
breach of any of the Tenant's covenants in this Lease; or
(e) the proposed assignee is not also with the assignment of this
Lease simultaneously taking an assignment of the Lease dated 8
June 1979 and made between Xxxxxx Industrial Park Limited (1)
Beldray Limited (2) and Xxxxxxxxxxx-Xxxxxx Limited (3) (herein
referred to as "the Previous Lease") if the Previous Lease is
still subsisting at that time
and any dispute as to any of foregoing shall be determined by an independent
surveyor appointed (in default of joint appointment) at the request of either
the Landlord or the Tenant by the President for the time being of the Royal
Institution of Chartered Surveyors and such surveyor shall act as an expert and
not an arbitrator
and his decision shall be final and binding on the parties and he shall have
power to determine how the costs of his determination shall be borne between the
parties."
3. Clause 2(33) of the Previous Lease shall be read as if the words "and
in the Previous Lease" were added after the words "this Lease" in
line 8.
4. Clause 2(34) of the Previous Lease shall be read as if the words "and
contained in the Previous Lease" were added after the words "herein
contained" in line 8.
5. Clause 3(2) of the Previous Lease shall be read as if the year "1996"
was substituted for the year "1950".
6. Clause 3 of the Previous Lease shall be read as if clause 3(3) was
deleted and as if clause 3(4) was renumbered Clause 3(3).
7. Clause 5 of the Previous Lease shall be read as if:
7.1 Clause 5(1) was deleted and the following substituted therefor:
"5(1) THE Basic Rent hereby reserved shall be reviewed on 25 March 2014
(referred to as "the review date") and shall be adjusted in an upward
direction only in accordance with the following provisions only"
7.2 In clause 5(2)
7.2.1 the word "the" was substituted for the words "each" in line 1
7.2.2 the words "but including the provisions for rent review" were inserted
after "other than the amount of rent" in line 6
7.2.3 the words "ten years" were substituted for the words "this Lease
unexpired" in line 9
7.3 In clauses 5(5) 5(6) and 5(8) the words "of the term of the Previous
Lease" were inserted after "the immediately preceding period of five
years" wherever they appear
7.4 In clause 5(7) the word "next" was deleted from line 7.
7.5 In clause 5(8)(i) and (ii) the word "the" was substituted for the word
"each" in line 2
Executed as a deed and
delivered by the Tenant
acting by
Director /s/ Xxxxxxxx Xxxxxx
Director/Secretary /s/ Xxxx Xxxxx
Executed as a deed and
delivered by the Guarantor
acting by
Director /s/ Xxxxxxxx X. Xxxxx
Director /s/ Xxxxxx X. Xxxxxxxx, Xx.