Exhibit 10.1


 


	
  DATED

  	
  7 March 2005

  



 


 


 


BAXTER AND SHIPLEY LLP


 


-and-


 


SIMPSON STRONG -TIE
INTERNATIONAL INC


 


 










 


LEASE relating to


Factory premises at Unit
25 Apollo, 

Lichfield Road Industrial Estate, Tamworth, Staffordshire


 










 


 


 


Garner Canning & Co


Solicitors


2 Bolebridge Street


Tamworth

B79 7PA


 


Ref: KG/LND/BAXTER AND
SHIPLEY LLP


 


 





















 


THIS LEASE is made the 7th day of March 2005


 


	
  THE LANDLORD

  	
   

  	
  BAXTER AND SHIPLEY LLP of National Leisure House,
  Etchell Road, Bitterscote, Tamworth

  
	
   

  	
   

  	
   

  
	
  THE TENANT

  	
   

  	
  SIMPSON STRONG-TIE INTERNATIONAL INC of 4120 Dublin Blvd, Suite 400,
  Dublin CA 94568 USA

  



 


	
  1.

  	
   

  	
  Particulars

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1.

  	
   

  	
      the Premises

  	
   

  	
  Factory premises at Unit 25 Apollo, Lichfield Road
  Industrial Estate, Tamworth, Staffordshire which premises are for the purpose
  of identification only edged red on the plan annexed to this Lease together
  with the car parking areas edged orange on the Plan annexed hereto and for
  the purpose of this Lease the Premises shall be deemed to include any
  buildings and each and every part thereof now or hereafter erected or in the
  course of erection thereon or on any part thereof together with all additions
  alterations and improvements thereto which may be carried out during the term
  Together with the appurtenances thereto belonging and the water and sanitary
  apparatus sinks situated therein chimney stacks roofs pathways passageways
  fences boundary walls and Together with all Landlords fixtures and fittings
  from time to time in or about the same and all walls or other structures
  forming a boundary between the Premises and adjacent or neighbouring premises
  shall be deemed to be party walls

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Contractual Term

  	
   

  	
  3 years from 7 March 2005 and      

  including the 7th day of March 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  Rent Commencement Date

  	
   

  	
   7th day of
  March 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.4

  	
   

  	
  Initial Rent

  	
   

  	
  £120,000.00 annum.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.5

  	
   

  	
  Interest Rate

  	
   

  	
  Four per cent per annum above the base rate of
  Barclays Bank Plc or such other Bank being a member of the Committee of
  London and Scottish Bankers as the Landlord may from time to time nominate in
  writing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.6

  	
   

  	
  Permitted User

  	
   

  	
  Industrial user within Class B1 and subject
  to the provisions of subclause 5.12.8 hereinafter set out B8 user within the
  definitions of the Town and Country Planning Use Classes Order 1987 and such
  other use as the

  



 


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  Landlord shall agree in writing and the Landlord
  must not unreasonably refuse such consent.

  



 


2.             Definitions


 


2.1           For the purpose of this lease the terms defined in Clauses 1 and 2 have
the meanings specified


 


2.2           “the Insurance Rent” means the sums which the Landlord shall pay by way
of premium for insuring the Premises against the Insured Risks


 


2.3           “Insured Risks” means fire lightning explosion aircraft (including
articles dropped from aircraft) riot civil commotion malicious persons
earthquake storm tempest flood bursting and overflowing of water pipes tanks
and other apparatus and impact by road vehicles third party liabilities three
years loss of rent and such other risks as the Landlord from time to time in
its reasonable discretion may think fit to insure against or as the Tenant
shall reasonably require including three years loss of rent


 


2.4           “Interest” means interest during the period from the date on which the
payment is due to the date of payment both before and after any judgement at
the Interest Rate then prevailing or should the base rate referred to in Clause
1.6 cease to exist such other rate of interest as is most closely comparable
with the Interest Rate to be agreed between the parties or in default of
agreement to be determined by the Surveyor acting as an expert and not as an
arbitrator


 


2.5           “the 1954 Act”  means the
Landlord and Tenant Act 1954 and all statutes regulations and orders included
by virtue of Clause 3.14


 


2.6           “Pipes” means all pipes sewers drains mains ducts conduits gutters
watercourses wires cables channel flues and all other conducting media and
includes any fixing louvres cowls and any other ancillary apparatus which are
in on or under or which serve the Premises


 


2.7           “the Planning Acts” means the Town and Country Planning Act 1990 and
all statutes regulations and orders included by virtue of Clause 3.14


 


2.8           “Rent” means the Initial Rent and such term does not include the
Insurance Rent but the term “rents” includes both the Rent and the Insurance
Rent


 


2.9           “Surveyor” means any person or firm appointed by the Landlord to
perform any of the functions of the Surveyor under this Lease (including an
employee of the Landlord or a company that is a member of the same group as the
Landlord within the meaning of Section 42 of the 1954 Act and including
also the person or firm appointed by the Landlord to collect the rents)
PROVIDED however that any person who purports to act as the Surveyor must be an
Associate or Fellow of the Royal Institution of Chartered Surveyors


 


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2.10         “VAT” means Value Added Tax or other tax of a similar nature


 


3.             Interpretation


 


3.1           The expressions “the Landlord” and “the Tenant” wherever the context so
admits include the person for the time being entitled to the reversion
immediately expectant on the determination of the Term and the Tenant’s
successors in title respectively and any reference to a superior landlord
includes the Landlord’s immediate reversioner (and any superior landlords) at
any time


 


3.2           Where the Landlord and Tenant or the Guarantor for the time being are
two or more persons obligations expressed or implied to be made by or with such
party are deemed to be made by or with such persons jointly and severally


 


3.3           Words importing one gender include all other genders and words
importing the singular include the plural and vice versa


 


3.4           The expression “the Guarantor” includes any person who enters into
covenants with the Landlord pursuant to Clauses 5.9.3.5 or 5.23


 


3.5           The expression “the Premises” includes:-


 


3.5.1        All additions and improvements to the Premises


 


3.5.2        All the Landlord’s fixtures and fittings of every kind which shall from
time to time be in or upon the Premises (whether originally affixed or fastened
to or upon the Premises or otherwise) except any such fixtures installed by the
Tenant that can be removed from the Premises without defacing the Premises


 


3.5.3        All pipes in on under or over the Premises but such expression includes
no air space above the height of the top of the Premises and references to “the
Premises” in the absence of any provision to the contrary includes any part of
the Premises


 


3.6           The expression “the Term” includes the Contractual Term and any period
of holding-over or extension or continuance of the Contractual Term whether by
statute or common law


 


3.7           References to “the last year of the Term” include the last year of the
Term if the Term shall determine otherwise than by effluxion of time and
references to “the expiration of the Term” include such other determination of
the Term


 


3.8           References to any right of the Landlord to have access to the Premises
shall be construed as extending to any superior landlord and any mortgagee of
the Premises and to all persons authorised in writing by the Landlord and any
superior landlord or mortgagee (including agents professional advisers
contractors workmen and others) where such superior lease or mortgage grants
such rights of access to the superior landlord or mortgagee


 


3.9           Any covenant by the Tenant not to do an act or thing shall be deemed to
include an obligation not to permit or suffer such  act or thing to be done by another person


 


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3.10         Any provisions in this lease referring to the consent or approval of
the Landlord shall be construed as also requiring the consent or approval of
any mortgagee of the Premises and any superior landlord where such consent
shall be required but nothing in this lease shall be construed as implying that
any obligation is imposed upon any mortgagee or any superior landlord not
reasonably to refuse any such consent or approval


 


3.11         References to “consent of the Landlord” or words of similar effect mean
a consent in writing signed by or on behalf of the Landlord and to “approved”
and “authorised” or words to similar effect mean (as the case may be) approved
or authorised in writing by or on behalf of the Landlord


 


3.12         The terms “the parties” or “party” mean the Landlord and/or the Tenant
but except where there is an express indication to the contrary exclude the
Guarantor


 


3.13         “Development” has the meaning given by the Town and Country Planning
Act 1990 Section 55


 


3.14         Any references to a specific statute include any statutory extension or
modification amendment or re-enactment of such statute and any regulations or
orders made under such statute and any general reference to “statute” or “statutes”
include any regulations or order made under such statute or statutes


 


3.15         References in this lease to any Clause Sub-Clause or Schedule without
further designation shall be construed as a reference to the Clause Sub-Clause
or Schedule to this lease so numbered


 


3.16         The clause paragraph and schedule headings do not form part of
this lease and shall not be taken into account in its construction or
interpretation


 


4.             Demise


 


The Landlord demises to the Tenant the
Premises with full title guarantee Together with the rights set out in Part I
of the First Schedule hereto and Excepting and Reserving those matters set
out in Part II of the First Schedule hereto TO HOLD the Premises to
the Tenant for the Contractual Term YIELDING AND PAYING to the Landlord:


 


4.1           The Rent payable without any deduction (save for sums required by
statute to be deducted notwithstanding any agreement to the contrary) 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 such payment being
a proportionate sum in respect of the period from and including the Rent
Commencement Date to and including the day before the quarter day next after
the Rent Commencement Date to be paid on the date of this lease and


 


4.2           By way of further rent the Insurance Rent payable within fourteen days
of receipt of written demand but not more than one month in advance of the
policy renewal date in accordance with Clause 7


 


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4.3           On demand all costs charges and expenses which the Landlord may from
time to time properly incur in connection with or remedying of any breach or
non observance by the Tenant of any of the covenants agreements or conditions
to be observed or performed by the Tenant as contained in this Lease


 


4.4           A reasonable proportion according to user of the cost of maintaining
the accessway hatched blue on the plan and the circulating areas cross hatched
blue on the Plan giving access to the car parking areas herein demised which
are edged orange on the Plan.


 


5.             Tenant’s Covenants


 


The Tenant covenants with the Landlord:


 


5.1           Rent


 


5.1.1        To pay the rents on the days and in the manner set out in this Lease
and not to exercise or seek to exercise any right or claim to withhold rent or
any right or claim to legal or equitable set-off save as aforesaid


 


5.1.2        If so required in writing by the Landlord to make such payments by
direct debit, banker’s order or credit transfer to any bank and account in the
United Kingdom that the Landlord may from time to time nominate


 


5.2           Outgoings and VAT


 


To pay on demand and indemnify the Landlord
against:


 


5.2.1         all rates taxes assessments duties charges impositions and outgoings
which are now or during the Term shall be charged assessed or imposed upon the
Premises or upon the owner or occupier of them (excluding any payable by the
Landlord occasioned by receipt of the rents or by any disposition or dealing
with or ownership of an interest reversionary to the interest created by this
lease).


 


5.2.2        VAT (or any tax of a similar nature that may be substituted for it or
levied in addition to it) chargeable in respect of any payment made by the
Tenant under any of the terms of or in connection with this lease including the
rent payable hereunder subject to the Landlord providing a valid VAT invoice
addressed to the Tenant or in respect of any payment made by the Landlord where
the Tenant agrees in this lease to reimburse the Landlord for such payment


 


5.2.3        To keep the Premises in rateable occupation during the last three
months of the Term howsoever determined Provided Further that if the Landlord
does lose rating relief because it has been allowed to the Tenant or any
undertenant during the Term to make good that loss to the Landlord


 


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5.3           Electricity, gas and other services consumed


 


To pay the suppliers and to indemnify the
Landlord against all charges for electricity gas and other services consumed or
used at or in relation to the Premises (including meter rents)


 


5.4           Repair cleaning decoration etc


 


5.4.1        To keep the inside and outside of the Premises in at least as good a
state and condition as is evidenced by the Schedule of Condition annexed
hereto provided that the foregoing provisions of this Clause 5.4.1 shall not
apply to any damage caused by any of the Insured Risks except in so far as the
insurance monies are irrecoverable in whole or in part by any act or default of
the Tenant or any person deriving title under the Tenant or their respective
servants agents invitees or licensees


 


5.4.2        To repair from time to time the Landlord’s fixtures and fittings in the
Premises which may be or become beyond repair at any time during or at the
expiration of the Term


 


5.4.3        To clean the Premises and keep them in a clean condition and at least
twice in every month properly to clean the inside and outside of all windows
and window frames at the Premises


 


5.4.4        To keep the open areas forming any part of the Premises adequately
surfaced and free from weeds


 


5.4.5        Not to keep store stack or lay out upon such open areas any materials
equipment plant bins crates cartons boxes or any receptacle for waste or any
other item so as to become untidy


 


5.4.6        Not to deposit or permit to be deposited any waste rubbish or refuse on
such open areas save in receptacles provided for that use


 


5.4.7        In the last year of the Term to redecorate or otherwise treat (as the
case may be) the interior and exterior of the Premises in both instances in a
good and workmanlike manner and with appropriate materials of good quality to
the reasonable satisfaction of the Surveyor.


 


5.4.8        Where the use of Pipes boundary structures or other things is common to
the Premises and other property to be responsible for and to indemnify the
Landlord against all sums due from and to undertake all work that is the responsibility
of the owner lessee or occupier of the Premises in relation to the cost of
their maintenance repair and replacement.


 


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5.4.9        Not to park or permit any visitors employees or delivery drivers to park
on the accessway hatched blue on the Plan or on any part of the circulating
area giving access to the car parking herein demised and edged orange on the
plan.


 


5.5          Waste and alterations


 


5.5.1        Not to:-


 


5.5.1.1     Commit
any waste


 


5.5.1.2     Make
any addition to the Premises


 


5.5.1.3     Unite
the Premises with any adjoining premises


 


5.5.1.4     Make
any alteration to the Premises save as permitted by the following provisions of
this Clause


 


5.5.2        Not to make any alterations to the Premises (save in respect of the installation
of non-structural stud-partitioning) without


 


5.5.2.1     Obtaining
and complying with all necessary consents of any competent authority and paying
all charges of any such authority and paying all charges of any such authority
in respect of such consents


 


5.5.2.2     Making
an application to the Landlord supported by drawings and where appropriate a
specification in duplicate


 


5.5.2.3     Paying
the reasonable fees of the Landlord any superior landlord any mortgagee and
(where reasonably required) their respective professional advisers and


 


5.5.2.4     Entering
into such covenants as the Landlord may reasonably require as to the execution
and/or reinstatement of the alterations and in the case of any works of a
substantial nature the Landlord may reasonably require prior to the
commencement of such works the provision by the Tenant of adequate security in
the form of a deposit of money or the provision of a bond as assurance to the
Landlord that any works which may from time to time be permitted by the
Landlord shall be fully completed such deposit or bond to be documented in
writing in such form as the Landlord shall reasonably require.


 


5.5.3        Subject to the provisions of Clause 5.5.2 not to make any alterations
to the Premises without the consent of the Landlord such consent not to be
unreasonably withheld or delayed


 


5.5.4        To remove any additional buildings additions alterations or
improvements made to the Premises at the expiration of the Term if so
reasonably requested by the Landlord and to make good any part or parts of the
Premises which may be damaged by such removal


 


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5.5.5        Not to make connection with the Pipes that serve the Premises otherwise
than in accordance with the plans and specifications approved by the Landlord
(such approval not to be unreasonably withheld or delayed) subject to consent
to make such connection having previously been obtained from the competent
statutory authority or undertaker


 


5.6           Aerials signs and advertisements


 


5.6.1        Not to erect any pole mast or wire (whether in connection with
telegraphic telephonic radio or television communication or otherwise) upon the
exterior parts of the Premises


 


5.6.2        Not without the Landlord’s consent which shall not be unreasonably
withheld or delayed to affix or exhibit on the outside of the Premises or to or
through any window of the Premises nor display anywhere on the Premises any
placard sign notice fascia board or advertisement except any sign permitted by
virtue of any consent given by the Landlord pursuant to a covenant contained in
this lease


 


5.7           Statutory Obligations


 


5.7.1         At the Tenant’s own expense to execute all works and provide and
maintain all arrangements upon or in respect of the Premises or the use to
which the Premises are being put that are required in order to comply with the
requirements of any statute (already or in the future to be passed) or any
government department local authority other public or competent authority or
court of competent jurisdiction regardless of whether such requirements are
imposed on the Landlord the Tenant or the occupier except where the compliance
is within the scope of the Landlords obligations in this Lease and it is agreed
that compliance with the Control of Asbestos at Work Regulations 2002 in so far
as they relate to the presence of any asbestos in the premises as at the date
hereof shall be the sole responsibility of the Landlord.


 


5.7.2        Not to do in or near the Premises any act or thing by reason of which
the Landlord may under any statute incur have imposed upon it or become liable
to pay any penalty damages compensation costs charges or expenses


 


5.7.3        Without prejudice to the generality of the above to comply in all
respects with the provisions of any statutes and any other obligations imposed
by law or by any bye-laws applicable to the Premises or in regard to carrying
on the trade or business for the time being carried on at the Premises and it
is agreed the compliance with the Control of Asbestos at Work Regulations 2002
shall be the sole responsibility of the Landlord.


 


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5.7.4        To execute all works and provide and maintain all arrangements upon or
in respect of the Premises or the user thereof which are directed or required
(whether by the Landlord Tenant or Occupier) by any statute now in force or
which may hereafter be in force or by any government department local or other
competent authority or duly authorised officer of court of competent
jurisdiction acting under or in pursuance of any statute and to indemnify and
keep the Landlord indemnified against all costs charges fees and expenses of or
incidental to the execution of any works or the provision or maintenance of any
arrangements so directed or required


 


5.7.5        Within 7 days of receipt of a proposal for alteration of the Valuation
List or valuation under the Local Government Finance Act 1988 in respect of the
Premises or any notice or communication from any Local Authority or other body
or authority indicating the intention compulsorily to acquire any interest in
the Premises or any part thereof or any notice or proposal beneficially or
detrimentally affecting the Premises to send a copy of such proposal notice or
communication to the Landlord and if reasonably requested by the Landlord and
at the expense of the Tenant join with the Landlord in opposing any such
alteration or valuation or compulsory acquisition or notice or proposal


 


5.8           Access of Landlord and notice to repair


 


5.8.1        To permit the Landlord upon giving to the Tenant prior notice in
writing being not less than 7 days save in case of emergency:-


 


5.8.1.1     To
enter upon the Premises for the purpose of ascertaining that the covenants and
conditions of this lease have been observed and performed


 


5.8.1.2     To
give to the Tenant (or leave upon the Premises) a notice specifying any repairs
cleaning maintenance or painting that the Tenant has failed to execute in
breach of the terms of this lease and to request the Tenant as soon as
reasonably practicable to commence to execute and diligently proceed with the
same including the making good of any opening-up by the Landlord to investigate
the state of repair


 


5.8.1.3     If
it is reasonable to do so to carry out investigations to ascertain whether the
use of the Premises has resulted in contamination or pollution


 


5.8.2        If within two months of the service of such a notice the Tenant shall
not have commenced and be proceeding diligently with the execution of the work
referred to in the notice or shall fail to complete the work within three months
or such longer period as is reasonable in the circumstances to permit the
Landlord to enter the Premises to execute such work as may be necessary to
comply with the 


 


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notice and to pay to the Landlord the cost of
so doing and all expenses reasonably incurred by the Landlord (including legal
costs and surveyor’s fees) within fourteen days of a written demand


 


5.9           Alienation


 


5.9.1        Not to hold on trust for another or (save pursuant to a transaction
permitted by and effected in accordance with the provisions of this lease) part
with the possession of the whole or any part of the Premises or permit another
to occupy the whole or any part of the Premises


 


5.9.2        Not to assign or underlet the whole of the Premises save in accordance
with the provisions as to Assignment and Subletting hereinafter set out and not
to assign or sublet part only of the Premises.


 


5.9.3        Not to assign the whole of the Premises without the prior written
consent of the Landlord such consent not to be unreasonably withheld or delayed
and satisfying the circumstances and complying with the conditions as follows:-


 


5.9.3.1     all
sums due from the Tenant under this lease have been paid at the date of the
application for the consent of the Landlord


 


5.9.3.2     “the
proposed Assignee” fulfils the criteria set out in clause 5.9.4 hereof to be
acceptable to the Landlord


 


5.9.3.3     upon
or before any assignment and before giving occupation to the Assignee the
Tenant covenants with the Landlord in the form set out in the Third Schedule


 


5.9.3.4     if
the Landlord shall so reasonably require upon or before any assignment and
before taking occupation the Assignee (whether or not a Limited Company)
obtains not less than two guarantors of financial standing reasonably
acceptable to the Landlord who covenant by way of indemnity with the Landlord
(and if more than one jointly and severally) in the form of the Guarantor’s
Covenants contained in this Lease with “the Assignee” substituted for “the
Tenant


 


5.9.3.5     the
written consent contains a condition that if at any time prior to the
assignment any of the circumstances set out in this clause cease to exist the
Landlord may revoke the consent by written notice to the Tenant


 


5.9.4        The Proposed Assignee is one who together with any guarantees and other
security for the performance by the Assignee of the lessee’s covenants
contained in this Lease (other than any authorised guarantee agreement as
described in S 16 of the Landlord and Tenant (Covenants) Act 1995) is in the reasonable
opinion of 


 


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the Landlord of sufficient financial standing
to comply with the lessee’s covenants contained in this Lease


 


5.9.5        Within twenty eight days of any assignment charge or any transmission
or other devolution relating to the Premises to produce for registration with
the Landlord’s Solicitor such deed or document or a certified copy of it and to
pay the Landlord’s Solicitor’s reasonable charges for the registration of every
such document such charges not being less than Twenty Five Pounds (£25.00) plus
VAT


 


5.9.6        Notwithstanding clause 5.9.1 the Tenant may share the occupation of the
whole or any part of the Premises with a company which is a member of the same
group as the Tenant (within the meaning of Section 42 of the 1954 Act) for
so long as both companies shall remain members of that group and otherwise than
in a manner that transfers or creates a legal estate Provided that within one
month of such sharing the Landlord receives notice of the company sharing
occupation and the address of its registered office


 


5.9.6.1     Every
permitted sub-lease must be granted of the whole of the Premises and without a
fine or premium at a rent not less than whichever is the greater of the then
open market rent payable in respect of the Premises and the current
rent payable under this Lease.


 


5.9.6.2     Prohibiting
the sub-tenant from doing or allowing anything in relation to the Premises
inconsistent with or in breach of the provisions of this Lease


 


5.9.6.3     For
re-entry by the sub-landlord on breach of any covenant by the sub-tenant


 


5.9.7         Sub-Tenant’s Direct Covenants


 


Before any permitted sub-letting the Tenant
must ensure that the sub-tenant enters into a direct covenant with the Landlord
that while the sub-tenant is bound by the tenant covenants of the sub-lease and
while he is bound by an authorised guarantee agreement the sub-tenant will
observe and perform the tenant covenants contained in this Lease except the
covenant to pay the rent herein reserved


 


5.9.8        Requirement for an Exclusion Order


 


The Tenant must not grant a sub-lease or
permit a sub-tenant to occupy the Premises unless the procedure under Schedules
1 and 2 of the Regulatory Reform (Business Tenancies) (England and Wales) Order
2003 has been implemented to exclude the provisions of Sections 24 to 28 of the
1954 Act unless the consent of the Landlord to dispense with this requirement
has been obtained


 


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5.9.9        Enforcement Waiver and Variation of Sub-Leases


 


In relation to any permitted sub-lease the
Tenant must enforce the performance and observance on every sub-tenant of the
provisions of the sub-lease and must not at any time either expressly or by
implication waive any breach of the covenants or conditions on the part of any
sub-tenant without the consent of the Landlord whose consent may not be
unreasonably withheld or delayed or vary the terms


 


5.10         Nuisance etc and residential restrictions


 


5.10.1      Not
to do nor allow to remain upon the Premises anything which may be or become or
cause a nuisance annoyance disturbance inconvenience injury or damage to the
Landlord or its tenants or the owners or occupiers of adjacent or neighbouring
premises


 


5.10.2      Not
use the Premises for a sale by auction or for any dangerous noxious noisy or
offensive trade business manufacture or occupation nor for any illegal or
immoral act or purpose


 


5.10.3      Not
to use the Premises as sleeping accommodation or for residential purposes nor
keep any animal fish reptile or bird anywhere on the Premises


 


5.10.4      Not
to use or occupy the Premises or any part thereof otherwise than for the
Permitted User PROVIDED THAT the Tenant hereby acknowledges and admits that
notwithstanding the foregoing provisions as to user of the Premises the
Landlord does not thereby or in any way give or make nor has given or made at
any other time any representation or warranty that any such use is or will be
or will remain a permitted use within the provisions of the Planning Acts nor
shall any consent in writing which the Landlord may hereafter give to any
change of use be taken as including any such representations or warranty and
that notwithstanding any such use as aforesaid is not a permitted use within
such provisions as aforesaid the Tenant shall remain fully bound and liable to
the Landlord in respect of the obligations undertaken by the Tenant by virtue
of these presents without any compensation recompense or relief of any kind
whatsoever


 


5.11         Landlord’s Costs


 


To pay the Landlord all reasonable costs fees
charges disbursements and expenses (including without prejudice to the
generality of the above those payable to counsel solicitors surveyors and
bailiffs) properly and reasonably incurred by the Landlord in relation to or
incidental to:


 


5.11.1      Every
application made by the Tenant for a consent or licence required by the
provisions of this lease whether such consent or licence is granted or lawfully



 


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refused or proffered subject to any reasonable
qualification or condition or whether the application is withdrawn (save where
the Landlord is found to have unreasonably withheld consent)


 


5.11.2      The
preparation and service of a notice under the Law of Property Act 1925 Section 146
or incurred by or in reasonable contemplation of proceedings under Sections 146
and 147 of that Act notwithstanding that forfeiture is avoided otherwise than
by relief granted by the court


 


5.11.3      The
recovery or attempted recovery of arrears of rent or other sums due from the
Tenant and


 


5.11.4      Any
steps taken in reasonable contemplation of or in connection with the
preparation and service of a Schedule of Dilapidations during or within a
three month period after the expiration of the Term


 


5.11.5      To
pay the Landlord’s reasonable legal costs involved in the preparation and
agreement of this Lease up to £2000 plus VAT


 


5.12         The Planning Acts


 


5.12.1      Subject
to the Provisions of Subclause 5.12.8 hereof not to commit any breach of
planning control (such term to be construed as it is used in the Planning Acts)
and to comply with the provisions and requirements of the Planning Acts that
affect the Premises whether as to the Permitted User or otherwise and to
indemnify (both during or following the expiration of the Term) and keep the
Landlord indemnified against all liability whatsoever including costs and
expenses in respect of any contravention


 


5.12.2      At
the expense of the Tenant to obtain all planning permissions and to serve all
such notices as may be required for the carrying out of any operations or user
on the Premises which may constitute Development provided that no application
for planning permission shall be made without the previous consent of the
Landlord


 


5.12.3      Subject
only to any statutory direction to the contrary to pay and satisfy any charge
or levy that may consequently be imposed under the Planning Acts in respect of
the carrying out or maintenance of any such operations or the commencement or
continuance of any such user by the Tenant


 


5.12.4      Notwithstanding
any consent which may be granted by the Landlord under this lease not to carry
out or make any alteration or addition to the Premises or any change of use
until:


 


5.12.4.1            All necessary notices under the Planning Acts have been served and
copies produced to the Landlord


 


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5.12.4.2           All necessary permissions under the Planning Acts have been obtained
and produced to the Landlord and


 


5.12.4.3           The Landlord has acknowledged that every necessary planning permission
is reasonably acceptable to it such acknowledgement not to be unreasonably
withheld or delayed the Landlord being entitled to refuse to acknowledge its
acceptance of a planning permission on the grounds that any condition contained
in it or anything omitted from it or the period referred to in it would in the
reasonable opinion of the Surveyor be (or likely to be) prejudicial to the
Landlord’s interest in the premises whether during or following the expiration
of the Term


 


5.12.5      Unless
the Landlord shall otherwise direct to carry out and complete before the
expiration of the Term:


 


5.12.5.1           Any works stipulated to be carried out to the Premises by a date
subsequent to such expiration as a condition of any planning permission granted
to or on behalf of the Tenant for any Development begun before the expiration
of the Term and


 


5.12.5.2           Any Development begun upon the Premises by or on behalf of the Tenant
in respect of which the Landlord shall or may be or become liable for any
charge or levy under the Planning Acts


 


5.12.6      In
any case where a planning permission is granted subject to conditions and if
the Landlord so reasonably requires to provide security for the compliance with
such conditions and not to implement the planning permission until security has
been provided


 


5.12.7      If
reasonably required by the Landlord but at the cost of the Landlord to appeal
against any refusal of planning permission or the imposition of any conditions
on a planning permission relating to the Premises following an application by
the Tenant


 


5.12.8      The
present permitted planning user for the Premises is B1 within the Town and
Country Use Classes Order 1987 and it is apprehended by both Landlord and
Tenant that the tenant’s user of the Premises falls within Class B8 of the
Town and Country Use Classes Order 1987 and a planning application seeking
permission for a B8 User has been lodged by the Landlord on behalf of the
Tenant to the local planning authority. 
In the event that the said application is refused and the local planning
authority require the B8 User to be discontinued, this lease may be determined
by the Tenant on 28 days written notice with no 


 


14





















 


further liabilities arising on behalf of
Landlord or Tenant on termination other than those which have previously arisen
between Landlord and Tenant.


 


5.13         Plans documents and information


 


If called upon to do so but not more
frequently than reasonably necessary to produce to the Landlord or the Surveyor
all plans documents and other evidence as the Landlord may reasonably require
in order to satisfy itself that the provisions of this lease have been complied
with


 


5.14         Indemnities


 


To be responsible for and to keep the
Landlord fully indemnified against all damage damages losses costs expenses
actions demands proceedings claims and liabilities made against or suffered or
incurred by the Landlord arising directly or indirectly out of :


 


5.14.1      Any
act omission or negligence of the Tenant or any persons employed by the Tenant
or at the Premises with the agreement of the Tenant


 


5.14.2      Any
breach or non-observance by the Tenant of the covenants conditions or other
provisions of this lease or any of the matters to which this demise is subject


 


5.15         Reletting boards


 


To permit the Landlord at any time during the
last six months of the Contractual Term and at any time thereafter unless the
Tenant shall have made a valid court application under Section 24 of the
1954 Act or otherwise be entitled in law to remain in occupation or to a new
tenancy of the Premises (or sooner if the rents or any part of them shall be in
arrears and unpaid for longer than twenty eight days) to enter upon the
Premises and affix and retain anywhere upon the Premises a notice (in such a
position so as not to cause undue inconvenience to the Tenant) for reletting
the Premises and during such period to permit persons with the written
authority of the Landlord or its agents at reasonable times of the day and on
reasonable notice to view the Premises


 


5.16         Encroachments


 


5.16.1      Not
to stop up darken or obstruct any windows or light belonging to the Premises


 


5.16.2      To
take all reasonable steps to prevent any new window light opening doorway path
passage pipe or other encroachment or easement being made or acquired in
against out of or upon the Premises and to notify the Landlord immediately if
any such encroachment or easement shall be made or acquired (or attempted to be
made or acquired) and at the request and cost of the Landlord to adopt such
means as shall reasonably be required to prevent such encroachment or the
acquisition of any such easement


 


15





















 


5.17         Yield Up


 


At the expiration of the Term:


 


5.17.1      To
yield up the Premises in repair and in accordance with the terms of this lease


 


5.17.2      To
give up all keys of the Premises


 


5.17.3      To
remove all signs erected by the Tenant in upon or near the Premises and
immediately to make good any damage caused by such removal


 


5.18         Interest on Arrears


 


5.18.1      If
the Tenant shall fail to pay the rents or any other sum due under this lease
within fourteen days of the date due whether formally demanded or not the
Tenant shall pay to the Landlord Interest on the rents or other sum from the
date when they were due to the date on which they are paid and such Interest
shall be deemed to be rents due to the Landlord


 


5.18.2      Nothing
in the preceding Clause shall entitle the Tenant to withhold or delay any
payment of the rents or any other sum due under this lease after the date upon
which they fall due or in any way prejudice affect or derogate from the rights
of the Landlord in relation to such non-payment including (but without
prejudice to the generality of the above) under the proviso for re-entry
contained in this lease


 


5.19         Statutory Notices etc


 


To give full particulars to the Landlord of
any notice direction order or proposal for the Premises made given or issued to
the Tenant by any local or public authority within seven days of receipt and if
so required by the Landlord to produce it to the Landlord and without delay to
take all necessary steps to comply with the notice direction or order at the
cost of Tenant and at the cost of the Tenant to make or join with the Landlord
in making such objection or representation against or in respect of any notice
direction order or proposal as the Landlord shall reasonably deem expedient
except where the Tenant reasonably considers that such obligations or
representations are against its best interests or those of any lawful occupier


 


5.20         Keyholders


 


To ensure that at all times the Landlord has
and the Local Police Force has written notice of the name home address and home
telephone number of at least two keyholders of the Premises


 


5.21         Sale of Reversion etc


 


To permit upon reasonable prior written
notice at any reasonable time during the Term prospective purchasers of or
agents instructed in connection with the sale of the Landlord’s reversion or of
any other interest superior to the Term to view the Premises 


 


16





















 


without interruption at reasonable times
provided that they are previously authorised in writing by the Landlord or its
agents


 


5.22         Defective Premises


 


To give notice to the Landlord of any defects
in the Premises which might give rise to an obligation on the Landlord to do or
refrain from doing any act or thing in order to comply with the provisions of
this lease or the duty of care imposed on the Landlord pursuant to the
Defective Premises Act 1972 or otherwise and at all times to display and
maintain all notices which the Landlord may from time to time reasonably
require to be displayed at the Premises


 


5.23         New Guarantor


 


Within fourteen days of the death during the
Term of any Guarantor or of such person becoming bankrupt or having a Receiving
Order made against him or having a receiver appointed under the Mental Health
Act 1983 or being a company passing a resolution to wind up or entering into
liquidation or having a receiver appointed to give notice of this to the Landlord
and if so required by the Landlord at the expense of the Tenant within twenty
eight days to procure some other person acceptable to the Landlord such
acceptance not to be unreasonably withheld or delayed to execute a guarantee in
respect of the Tenant’s obligations contained in this lease in the form of the
Guarantor’s covenants contained in this lease


 


5.24         Landlord’s Rights


 


To permit the Landlord at all times during
the Term to exercise without interruption or interference any of the rights
granted to it by virtue of the provisions of this lease


 


5.25         Release of Substances


 


To ensure that there is no release from the
Premises into any environmental medium any substance that is or potentially
could be capable of causing harm to the health of man or other living organisms
or to land surface or ground water or ecology systems


 


5.26         Hazardous Uses


 


Not to carry out on the premises any activity
or keep on the Premises any substance or article for which any
authorization licence permit consent or approval is needed from a government
department or local regulatory public or ecology authority


 


5.27         Occupation of the Premises


 


Not to leave the Premises continuously
unoccupied for more than a month without notifying the Landlord and providing
such security arrangements as the Landlord or his insurers require


 


5.28         Lighting


 


Not to install any exterior lighting shade or
awning at the Premises


 


17





















 


5.29         Electrics


 


To comply with the requirements of the supply
authority for the electrical wiring and equipment in the Premises and not to
overload them


 


5.30         Frost Damage


 


To take all necessary precautions against
frost damage to the Pipes in the Premises


 


5.31         Water Damage


 


To take all necessary care and precautions to
avoid water damage to any part of the Premises by reason of bursting or
overflowing of any pipe or water apparatus in or under through or over the
Premises


 


5.32         Health and Safety


 


5.32.1      At
the Tenant’s own expense to comply at all times with Health & Safety
Law and all its requirements relating to the use or occupation of the Premises


 


5.32.2      To
prepare a formal assessment of the risks to the health and safety of the Tenant’s
employees and of persons who are not the Tenant’s employees arising out of or
in connection with the Tenant’s occupation of the Premises


 


5.32.3      To
co-operate and co-ordinate all health and safety procedures with the Landlord


 


5.32.4      To
provide upon written request to the Landlord a copy of its current health and
safety policy statement and full details of any events or accidents reportable
under Health and Safety Law together with copies of any notices or any
associated correspondence served or sent by any regulatory body on or to the
Tenant or other occupier of the Premises under Health and Safety Law


 


5.32.5      In
relation to any matters to which the Construction (Design and Management)
Regulations 1994 (“the Regulations”) apply where such works are undertaken by
the Tenant or any person deriving title or authority from the Tenant


 


5.32.5.1        to procure that the Regulations are fully observed


 


5.32.5.2        to procure that the Tenant shall act as the sole “client” for the
purposes of the Regulations and that a declaration to that effect will be made
by the Tenant under Regulation 4 and a copy sent to the Landlord at such time


 


5.32.5.3       promptly
to provide the Landlord with a full and complete copy of the Health and Safety
file for all works prepared in accordance with the Regulations and any Code of
Practice or other guidance issued by any competent authority and (no later than
the expiry or sooner determination of this Lease) the original Health and
Safety file


 


5.32.5.4       to
procure that there should be granted to the Landlord a licence to use and copy
any design maintenance or operational information and 


 


18





















 


documentation and other information comprised
in the Health and Safety file for any purpose in connection with the Premises
or any building of which the Premises forms part


 


5.33         Covenants


 


To observe and perform such of the Industrial
Covenants as set out in the Second Schedule as they apply to the various
parts of the premises


 


6.             The Landlord’s Covenants


 


6.1           Quiet enjoyment


 


6.1.1         To permit the Tenant peaceably and quietly to hold and enjoy the
Premises without any interruption or disturbance from or by the Landlord or any
persons claiming under or in trust for the Landlord or by title paramount


 


6.1.2        To insure in accordance with Clause 7 hereinafter set out


 


7.             Insurance


 


7.1           Warranty re convictions


 


The Tenant warrants that prior to the
execution of this lease it has disclosed to the Landlord in writing any
conviction judgement or finding of any court or tribunal relating to the Tenant
(or any director other officer or major shareholder of the Tenant) of such a
nature as to be likely to affect the decision of an insurer or underwriter to
grant or to continue insurance of any of the Insured Risks


 


7.2           Landlord to insure


 


The Landlord covenants with the Tenant to
insure the Premises


 


7.3           Details of Insurance


 


Insurance shall be effected:


 


7.3.1        In such insurance office or with such underwriters and through such
agency as the Landlord may from time to time decide


 


7.3.2         For the following sums:


 


7.3.2.1     Such
sum as the Landlord shall from time to time be advised by the Surveyor as being
the full cost of rebuilding and reinstatement of the Premises including
architects’ surveyors’ and other professional fees payable upon any
applications for planning permission or other permits or consents that may be
required in relation to the Premises or reinstatement of the Premises the costs
of debris removal demolition site clearance and any work that may be required
by statute and incidental expenses and


 


7.3.2.2     The
loss of rent payable under this lease from time to time (having regard to any
review of rent which may become due under this lease) for three years


 


19





















 


7.3.2.3     Public
liability insurance of not less than £2,000,000.00


 


7.3.3        Against damage or destruction by the Insured Risks to the extent that
such insurance may ordinarily be arranged for properties such as the Premises
with an insurer of repute and subject to such excesses exclusions or
limitations as the insurer may reasonably require


 


7.4           Payment of Insurance Rent


 


The Tenant shall pay the Insurance Rent on
the date of this lease for the period from and including the date of this lease
to the day before the next policy renewal date and subsequently the Tenant
shall pay the Insurance Rent within 14 days of written demand (if so demanded)
in advance but not more than one month in advance of the policy renewal date


 


7.5           Suspension of Rent


 


7.5.1        If and whenever during the Term:


 


7.5.1.1     The
Premises or any part of them are damaged or destroyed by any of the Insured
Risks so that the Premises or any part of them are unfit for occupation or use
and


 


7.5.1.2     Payment
of the insurance money is not refused in whole or in part by reason of any act
or default of the Tenant its employees or anyone at the Premises expressly with
the Tenant’s authority the provisions of Clause 7.5.2 shall have effect


 


7.5.2        When the circumstances contemplated in Clause 7.5.1 arise the rents or
a fair proportion of the rents according to the nature and the extent of the
damage sustained shall cease to be payable until the Premises or the affected
part shall have been rebuilt or reinstated so that the Premises or the affected
part are made fit for occupation and use or until the expiration of three years
from the destruction or damage whichever period is the shorter (the amount of
such proportion and the period during which the rents shall cease to be payable
to be determined by the Surveyor acting as an expert and not as an arbitrator)


 


7.6           Reinstatement and termination if prevented


 


If and whenever during the Term:


 


7.6.1        The Premises or any part of them are damaged or destroyed by any of the
Insured Risks and


 


7.6.2        The payment of the insurance money is not refused in whole or in part
by reason of any act or default of the Tenant its employees or sub contractors
or anyone at the Premises expressly with the Tenant’s authority the Landlord
shall use its best endeavours to obtain all planning permissions or other
permits and consents that 


 


20





















 


may be required under the Planning Acts or
other statutes (if any) to enable the Landlord to rebuild


 


7.6.3        Subject to the provisions of Clauses 7.6.4 and 7.6.5 the Landlord shall
as soon as the permissions have been obtained or immediately where no permissions
are required apply all money received in respect of such insurance (except sums
in respect of loss of Rent) in rebuilding the Premises or reinstating the
Premises so destroyed or damaged the Landlord making up any difference between
the cost of rebuilding or reinstating and the insurance money received from the
Landlord’s own money


 


7.6.4        For the purposes of this Clause the expression “Supervening Events”
means:


 


7.6.4.1         The Landlord has failed despite using its best endeavours to obtain the
permissions


 


7.6.4.2         Any of the permissions have been granted subject to a lawful condition
with which in all the circumstances it would be unreasonable to expect the
Landlord to comply


 


7.6.4.3         some defect or deficiency in the site upon which the rebuilding of the
Premises or reinstatement is to take place would mean that the same could only
be undertaken at a cost that would be unreasonable in all the circumstances


 


7.6.4.4         The Landlord is unable to obtain access to the site for the purposes of
rebuilding the Premises or reinstating


 


7.6.4.5         the rebuilding of the Premises or reinstating is prevented by war Act
of God Government action strike lock-out or


 


7.6.4.6         Any other circumstances beyond the control of the Landlord


 


7.6.5        The Landlord shall not be liable to rebuild or reinstate the Premises
if and for so long as such rebuilding of the Premises or reinstating is
prevented by Supervening Events


 


7.6.6        If upon the expiry of a period of three years commencing on the date of
the damage or destruction the Premises have not been rebuilt or reinstated so
as to be fit for the Tenant’s occupation and use either party may by notice
served at any time within six months of the expiry of such period invoke the
provisions of Clause 7.6.7


 


7.6.7        Upon service of a notice in accordance with Clause 7.6.6


 


7.6.7.1     The
Term will absolutely cease forthwith but without prejudice to any rights or
remedies that may have accrued to either party against the other


 


21





















 


7.6.7.2     All
money received in respect of the insurance effected by the Landlord pursuant to
this Clause shall belong to the Landlord


 


7.7           Tenant’s insurance covenants


 


The Tenant covenants with the Landlord


 


7.7.1        To comply with all the reasonable requirements of the insurers


 


7.7.2        Not to do or omit anything that could cause any policy of insurance on
or in relation to the Premises to become void or voidable wholly or in part nor
(unless the Tenant shall have previously notified the Landlord and have agreed
to pay the increased premium) anything by which additional insurance premiums
may become payable


 


7.7.3        To keep the Premises supplied with such fire fighting equipment as the
insurers and the fire authority may require or as the Landlord may reasonably
require and to maintain such equipment to their satisfaction and in efficient
working order and at least once in every twelve months to cause any sprinkler
system and other fire fighting equipment to be inspected by a competent person


 


7.7.4        Not to store or bring onto the Premises any article substance or
liquid of a specially combustible inflammable or explosive nature and to comply
with the requirements of the fire authority and the reasonable requirements of
the Landlord as to fire precautions relating to the Premises provided that the
use on the Premises of gas driven fork lift trucks shall not be a breach of
this covenant.


 


7.7.5        Not to obstruct the access to any fire equipment or the means of escape
from the Premises nor to lock any fire door while the Premises are occupied


 


7.7.6        To give notice to the Landlord immediately upon the happening of any
event which might affect any insurance policy on or relating to the Premises or
upon the happening of any event against which the Landlord may have insured
under this lease


 


7.7.7        Immediately to inform the Landlord in writing of any conviction
judgement or finding of any court or tribunal relating to the Tenant (or any
director other officer or major shareholder of the Tenant) of such a nature as
to be likely to affect the decision of any insurer or underwriter to grant or
to continue any such insurance


 


7.7.8        If at any time the Tenant shall be entitled to the benefit of any
insurance on the Premises (which is not effected or maintained in pursuance of
any obligation contained in this lease) to apply all money received by virtue
of such insurance in making good the loss or damage in respect of which such
money shall have been received


 


22





















 


7.7.9        If and whenever during the Term the Premises or any part of them are
damaged or destroyed by an Insured Risk and the insurance money under the
policy of insurance effected by the Landlord pursuant to its obligations
contained in this lease is by reason of any act or default of the Tenant or anyone
at the Premises expressly or by implication with the Tenant’s authority wholly
or partially irrecoverable as soon as practicable in every such case (at the
option of the Landlord) either:


 


7.7.9.1     To
rebuild and reinstate at its own expense the Premises or the part destroyed or
damaged to the reasonable satisfaction and under the supervision of the
Surveyor the Tenant being allowed towards the expenses of so doing upon such
Premises and reinstatement being completed the amount (if any) actually received
in respect of such destruction or damage under any such policy or


 


7.7.9.2     To
pay to the Landlord on demand with Interest the amount of such insurance money
so irrecoverable in which event the provisions of Clauses 7.5 and 7.6 shall
apply


 


7.8           Landlord’s insurance covenants


 


The Landlord covenants with the Tenant in
relation to the policy of insurance effected by the Landlord pursuant to its
obligations contained in this lease


 


7.8.1        To produce to the Tenant on demand reasonable evidence of the terms of
the policy (or if requested and at the cost of the Tenant a copy of such
policy) and the fact that the last premium has been paid


 


7.8.2        To notify the Tenant of any material change in the risks covered by the
policy from time to time


 


7.8.3        To ensure that public liability cover is effected over the Premises


 


7.8.4        Not to do anything which may make the policy void or voidable in whole
or in part


 


8.             The Guarantor’s covenants


 


The Guarantor covenants with the Landlord and
without the need for any express assignment with all its successors in title
that:


 


8.1           To pay observe and perform


 


During the Term the Tenant shall punctually
pay the rents and observe and perform the covenants and other terms of this
lease and if at any time during the Term the Tenant shall make any default in
payment of the rents or in observing or performing any of the covenants or
other terms of this lease the Guarantor will pay the rents and observe and
perform the covenants or terms in respect of which the Tenant shall be in
default and 


 


23





















 


make good to the Landlord on demand and
indemnify the Landlord against all losses damages costs and expenses arising or
incurred by the Landlord as a result of such non-payment non-performance or
non-observance notwithstanding


 


8.1.1        Any time or indulgence granted by the Landlord to the Tenant or any
neglect or forbearance of the Landlord in enforcing the payment of the rents or
the observance of performance of the covenants or other terms of this lease or
any refusal by the Landlord to accept rents tendered by or on behalf of the
Tenant at a time when the Landlord was entitled (or would after the service of
a notice under the Law of Property Act 1925 Section 146 have been
entitled) to re-enter the Premises


 


8.1.2        That the terms of this lease may have been varied by agreement between
the parties and the Guarantor.


 


8.1.3        That the Tenant shall have surrendered part of the Premises in which
event the liability of the Guarantor under this Lease shall continue in respect
of the part of the Premises not so surrendered after making any necessary
apportionments under the Law of Property Act 1925 Section 140 and


 


8.1.4        Any other act or thing by which but for this provision the Guarantor
would have been released other than a variation of the terms of this lease
agreed between the parties that is prejudicial to the Guarantor


 


8.2           To take lease following disclaimer


 


If at any time during the Term the Tenant
(being an individual) shall become bankrupt or (being a company) shall enter
into liquidation and the trustee in bankruptcy or liquidator shall disclaim
this lease the Guarantor shall if the Landlord shall by notice within sixty
days after such disclaimer so require take from the Landlord a lease of the
Premises for the residue of the Contractual Term which would have remained had
there been no disclaimer at the Rent then being paid under this lease and
subject to the same covenants and terms as in this lease (except that the
Guarantor shall not be required to procure that any other person is made a
party to that lease as guarantor) such new lease to take effect from the date
of such disclaimer and in such case the Guarantor shall pay the costs of such
new lease and execute and deliver to the Landlord a counterpart of it


 


8.3           To make payments following disclaimer


 


If this lease shall be disclaimed and for any
reason the Landlord does not require the Guarantor to accept a new lease of the
Premises in accordance with Clause 8.2 the Guarantor shall pay to the Landlord
on demand an amount equal to the rents for six months or the period commencing
with the date of such disclaimer and ending on the date (if any) upon which the
Premises are re-let whichever is the shorter.


 


24





















 


8.4           Cesser of liability on assignment


 


The liability of the Guarantor under this
lease shall cease on an assignment made with the consent in writing of the
Landlord or if later any Authorised Guarantee entered into by the Tenant
hereunder given in accordance with clause 5.9 hereof


 


9.             Provisos


 


9.1           Re-Entry


 


If and whenever during the Term:


 


9.1.1        The rents (or any of them or any part of them) under this lease are
outstanding for twenty one days after becoming due whether formally demanded or
not or


 


9.1.2        There is a breach by the Tenant of any covenant or other term of this
lease of any document expressed to be supplemental to this lease or


 


9.1.3        An individual Tenant becomes bankrupt or


 


9.1.4        A Company Tenant:-


 


9.1.4.1     Enters
into liquidation whether compulsory or voluntary (but not if the liquidation is
for amalgamation or reconstruction of a solvent company) or


 


9.1.4.2     Has
a receiver appointed or


 


9.1.5        The Tenant enters into an arrangement for the benefit of its creditors
or


 


9.1.6        The Tenant has any distress or execution levied on its goods at the
Premises which remains unsatisfied for 14 days


 


9.1.7        The Landlord may re-enter the Premises (or any part of them in the name
of the whole) at any time (and even if any previous right of re-entry has been
waived) and then the Term hereby granted will absolutely cease but with
prejudice to any rights or remedies which may have accrued to the Landlord
against the Tenant or to the Tenant against the Landlord in respect of any
breach of covenant or other term of this lease (including the breach in respect
of which the re-entry is made)


 


9.2           Exclusion of use warranty


 


No consent granted by the Landlord under this
lease shall imply or warrant that the Premises may lawfully be used under the
Planning Act for the purpose authorised in this lease (or any purpose
subsequently authorised)


 


9.3           Entire understanding


 


This lease embodies the entire understanding
of the parties relating to the Premises and to all the matters dealt with by
any of the provisions of this lease


 


9.4           Representations


 


The Tenant acknowledges that this lease has
not been entered into in reliance wholly or partly on any statement or
representation made by or on behalf of the Landlord except 


 


25





















 


any such statement or representation that is
expressly set out in this Lease or any statements made in writing by the
Landlord’s agents or solicitors in response to written enquiries raised by the
Tenant or its solicitors


 


9.5           Licences etc under hand


 


Whilst the Landlord is a limited company or
other corporation all licences consents approvals and notices required to be
given by the Landlord shall be sufficiently given if given under the hand of a
director the secretary or other duly authorised officer of the Landlord or the
Surveyor on behalf of the Landlord


 


9.6           Tenant’s property


 


If after the Tenant has vacated the Premises
on the expiry of the Term any property of the Tenant remains in or on the
Premises and the Tenant fails to remove it within fourteen days after being
requested in writing by the Landlord to do so and if after using its best
endeavours the Landlord is unable to make such a request to the Tenant within
twenty one days from the first attempt so made by the Landlord:


 


9.6.1        The Landlord may as the agent of the Tenant sell such property and the
Tenant will indemnify the Landlord against all liability incurred by it to any
third party whose property shall have been sold by the Landlord in the mistaken
belief held in good faith (which shall be presumed unless the contrary be
proved) that such property belonged to the Tenant


 


9.6.2        If the Landlord having made reasonable efforts is unable to locate the
Tenant the Landlord shall be entitled to retain such proceeds of sale
absolutely unless the Tenant shall claim them within six months of the date
upon which the Tenant vacated the Premises and


 


9.6.3        The Tenant shall indemnify the Landlord against any damage occasioned
to the Premises and any actions claims proceedings costs expenses and demands
made against the Landlord caused by or related to the presence of the property
in or on the Premises


 


9.7           Compensation on vacating


 


Any statutory right of the Tenant to claim
compensation from the Landlord on vacating the Premises shall be excluded to
the extent that the law allows


 


9.8           Service of notices


 


The provisions of the Law of Property Act
1925 Section 196 as amended by the Recorded Delivery Service Act 1962
shall apply to the giving and service of all notices and documents under or in
connection with this lease except that Section 196 shall be deemed to be
amended as follows:


 


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9.8.1        The final words of Section 196(4) “and that service be
delivered” shall be deleted and there shall be substituted “and that service shall
be deemed to be made on the third working day after the registered letter has
been posted “Working Day” meaning any day from Monday to Friday (inclusive)
other than Christmas Day Good Friday and any statutory bank or public holiday


 


9.8.2        Any notice or document shall also be sufficiently served if sent by
telex telephonic facsimile transmission or any other means of electronic
transmission to the party to be served and that service shall be deemed to be
made on the day of transmission if transmitted before 4.00 pm on a Working Day
but otherwise on the next following Working Day (as defined above) and in this
Clause “party” includes the Guarantor


 


9.9           Perpetuity period


 


The perpetuity period applicable to this
lease shall be eighty years from the commencement of the Contractual Term and
whenever in this lease either party is granted a future interest there shall be
deemed to be included in respect of every such grant a provision requiring that
future interest to vest within the stated period and for it to be void for
remoteness if it shall not have so vested


 


9.10         Environmental Matters


 


9.10.1      In
this Clause the following definitions shall have the following meanings:


 


9.10.2      “Environmental
Laws” means all laws of the United Kingdom (including without limitation the rules of
the European Union) which are applicable relating to pollution or protection of
the environment or to human health and safety (including without limitation
laws relating to workers’ and public health and safety hygiene omissions discharges
or threatened releases of Hazardous Substances into the environment or to the
production processing distribution management use treatment storage burial
disposal transport or handling of any Hazardous Substances) and all byelaws
codes regulations decrees demands or demand letters injunctions judgements
notices orders or plans issues promulgated or approved thereunder or in
connection therewith which are enforced from time to time during the Term.


 


9.10.3      “Hazardous
Substances2 means wastes pollutants contaminants or other substances (including
without limitation liquids solids gasses ions and noise) which may be harmful
to human health or to other like or to the environment or to property or a
nuisance to any person or that may make the use or ownership of any affected
land or property more costly.


 


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9.10.4      The
Landlord and the Tenant hereby acknowledge and agree that nothing in this Lease
shall.


 


9.10.4.1   oblige
the Tenant to carry out any works of repair or remediation or


 


9.10.4.2   impose
any liability whatsoever on the Tenant (whether under the Environmental laws or
otherwise and whether to the Landlord or to any third party)


 


in respect of any Hazardous
Substances which may be present in on over or under the demised premises at the
ate of the grant of this Lease.


 


9.11         Landlord’s Access


 


Anyone entering the Premises under any of the
provisions contained in the lease shall only do so if the purpose of such entry
cannot reasonably be achieved otherwise than by effecting entry on to the
Premises and any person or persons entering the Premises pursuant to the
provisions of this lease shall cause the minimum of disturbance to the business
being carried on in the Premises


 


9.12         When exercising any rights of entry to the Premises or any other rights
granted to or retained by the Landlord in this lease (so far as applicable to
the exercise of such rights) the Landlord covenants with the Tenant that the
Landlord shall:


 


(a)           cause and procure that all those exercising the said rights or so
entering on its behalf cause as little damage and interference as reasonably
possible to the Premises and the Tenant and the other permitted undertenants
and occupiers of the Premises business; and


 


(b)           make good as soon as reasonably possible any damage to the Premises
caused by the exercise of the said rights


 


(c)           where the Tenant reasonably requests to use all reasonable endeavours
to ensure that a person so entering will comply with the reasonable security
requirements of the Tenant and


 


(d)           procure that at least twenty one days prior notice is given to the
Tenant prior to any intended exercise of any of the said rights or entry except
in the case of emergency


 


10.           SECURITY ARRANGEMENTS


 


The parties hereto agree
that the Landlord may make such security arrangements are as reasonable
including the erection of security barriers giving access to and egress from
the property over the access road hatched blue on the Plan in order to
facilitate security measures for all occupiers of Unit 25 Apollo.


 


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11.           CONTRACT, RIGHTS OF THIRD PARTIES ACT 1999


 


Contracts (Right of Third
Parties) Act 1999 is excluded.


 


12.           BREAK CLAUSE


 


Provided that the Tenant has paid the Rent
and Insurance Rent due under this Lease then the Tenant on the giving of at
least six months prior written notice to the Landlord may determine this Lease
on the date which is two years after the Rent Commencement Date.


 


IN WITNESS whereof the parties hereto have executed this Deed the day
and year first before written


 


FIRST SCHEDULE


 


PART I


 


Rights Granted by this
Lease to the Tenant


 


The Landlord grants to the
Tenant


 


1              Rights of Way and Parking


 


The right for the Tenant and all persons
expressly or by implication authorised by the Tenant (in common with the
Landlord and all persons having a like right) with or without vehicles as
appropriate to pass and repass to and from the Premises over the access way
hatched blue on the Plan at all reasonable times and for all purposes connected
with the use and enjoyment of the Premises and in the event that the Landlord
elects to make a one way traffic system in accordance with the provisions of
paragraph 6 of Part 2 of this First Schedule the right of way shall
be exercised only in the direction required by the Landlord.


 


2              Pipes


 


The right to the free passage and running
(subject to temporary interruption for repairing alteration or replacement) of
water sewerage gas electricity telephone telecommunication and other services
or supplies to and from the Premises in and through the Pipes


 


3.             Support


 


The right of support and protection for the
benefit of the Premises as now enjoyed from all other parts of the adjoining
property of the Landlord.


 


4.             The right for the Tenant and all persons expressly or by implication
authorised by the Tenant to pass and repass over the circulating areas
cross-hatched blue on the Plan giving giving access to the front car parking
areas herein demised.


 


5.             The right to enter the adjoining land owned by the Landlord upon
reasonable notice (except in case of emergency) to repair, maintain, cleanse or
replace as necessary the Pipes.


 


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FIRST SCHEDULE


 


PART II


 


Rights Excepted and
Reserved from this Lease to the Landlord


 


The following are excepted and reserved in favour of the Landlord (and
may also be exercised by any person authorised by the Landlord or by any person
who is or who becomes entitled to exercise them)


 


1              The rights to the transmission of
gas electricity foul and storm water and telecommunications from and to any
Adjoining Premises of the Landlord through the Pipes that are now or may during
the Term be in or under the Premises


 


2              The right to enter the Premises
for any of the purposes mentioned in this Lease


 


3              The right to erect scaffolding for
altering refurbishing refitting repairing or cleaning any adjoining premises
owned by the Landlord even if this scaffolding temporarily restricts access to
or the access of air or light to or the use and enjoyment of the premises by
the Tenant or any occupier of the Premises but not so as to affect materially
the Permitted User or the Tenants use and engagement of the Premises and in so
far as the Landlord erects scaffolding over the access way hatched blue on the
Plan which restricts access the Landlord will grant access rights of a
temporary nature over the alternative rout into the site where the Premises are
situated


 


4              The right to build upon alter
rebuild develop or use any adjoining premises of the Landlord even if this
affects the light and air coming to the Premises or causes nuisance damage
annoyance or inconvenience to the Tenant of occupier of the Premises by noise
dust vibration or otherwise but not so as to affect materially the Permitted
User or the Tenant’s use and enjoyment at the Premises


 


5              The right of support and
protection from time to time enjoyed by any adjoining premises of the Landlord


 


6.              The right for the Landlord to require the right of access over the
roadway hatched blue on the plan which is granted in paragraph 1 of Part 1
of the First Schedule hereto to become one way to facilitate the flow of
traffic and for safety and of the right to control the direction of traffic
flow to car parking areas should this be required on safety grounds following
making the accessway hatched blue on the plan one way only.


 


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SECOND SCHEDULE


 


The Industrial Covenants


 


1.             User


 


1.1           To use the Premises for the Permitted User only


 


1.2           Not to cease carrying on business in the Premises or leave the Premises
continuously unoccupied for more than one month without:


 


1.2.1        Notifying the Landlord and


 


1.2.2        Providing such caretaking or security arrangements as the Landlord
shall reasonably require and the insurers shall reasonably require in order to
protect the premises from vandalism theft damage or unlawful occupation


 


2.             Smoke abatement


 


2.1           To ensure that every furnace boiler or heater at the Premises (whether
using solid or gaseous fuel) is constructed and used so as substantially to
consume or burn the smoke arising from it


 


2.2           Not to cause or permit any grit or noxious or offensive effluvia to be
emitted from any engine furnace chimney or other apparatus on the Premises
without using all reasonable means for preventing or counteracting such
emission


 


2.3           To comply with the provisions of the Clean Air Acts 1956 and 1968 and
the Control of Pollution Act 1974 and with the requirements of any notice of
the local authority served under them


 


3.             Pollution


 


Not to permit to be
discharged into any pipes serving the Premises


 


3.1           Any oil or grease or any deleterious objectionable dangerous poisonous
or explosive matter or substance and to take all reasonable measures to ensure
that any effluent discharged into the pipes will not be corrosive or otherwise
harmful to the pipes or cause obstruction or deposit in them or


 


3.2           Any fluid of a poisonous or noxious nature or of a kind likely to or
that does in fact destroy sicken or injure the fish or contaminate or pollute the
water of any stream or river


 


4.             Roof and floor weighting


 


4.1           Not to bring or permit to remain upon the Building any safes machinery
goods or other articles which shall or may strain or damage the Building or any
part of it


 


4.2           Not without the consent of the Landlord to suspend any weight from the
portal frames stanchions or roof purlins of the Building or use the same for
storage of goods or place any weight on them


 


4.3           On any application by the Tenant for the Landlord’s consent under
paragraph 4.2 the Landlord shall be entitled to consult and obtain the advice
of an engineer or other person 


 


31





















 


in relation to the roof or floor loading
proposed by the Tenant and the Tenant shall repay to the Landlord on demand the
reasonable fee of such engineer or other person


 


5.             Machinery


 


5.1           To keep all plant apparatus and machinery (including any boilers and
furnaces) upon the Premises properly maintained and in good working order and
for that purpose to employ reputable contractors for the regular periodic
inspection and maintenance of them


 


5.2           To renew all working and other parts as and when necessary or when
recommended by such contractors


 


5.3           To ensure by directions to the Tenant’s staff and otherwise that such
plant apparatus and machinery are properly operated and


 


5.4           To avoid damage to the Premises by vibration or otherwise


 


6.             Signs


 


At all times to display and maintain a
suitable sign showing the Tenant’s trading name and business of a size and kind
and in such a position first approved in writing by the Landlord (such approval
not to be unreasonably withheld or delayed)


 


THIRD SCHEDULE


 


Authorised Guarantee
Agreement


 


BETWEEN:           Baxter and Shipley LLP (“Landlord”)(1)  [                                ] (“Assignor”)(2)


 


1.             The Assignor has agreed to assign the lease particulars of which are
contained in the Schedule (“the Lease”) to (“the Assignee”) and this
agreement takes effect when the Lease is assigned to the Assignee


 


2.             The Assignor agrees to indemnify the Landlord against all losses
incurred as a result of any failure by the Assignee to comply with any of the
terms of the Lease


 


3.             The Assignor is liable to the Landlord under this agreement as
principal debtor and his obligation remains fully effective even if the
Landlord gives the Assignee extra time to comply with any obligation in the
Lease or does not insist on its strict terms


 


4.             The Assignee agrees in the event that the Lease is disclaimed and on
being so required by the Landlord by written notice within 60 days of
disclaimer to accept from the Landlord the grant of a new lease and to execute
and deliver a counterpart of it to the Landlord.  The new lease is to be on the same terms and
conditions as the Lease at the date of the disclaimer and to be for a term
expiring on the term date of the Lease and the costs of it grant and the stamp
duty on the Counterpart are to be borne by the Assignor


 


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5.             This Agreement ceases to have effect when the Assignee is released from
the tenant covenants of the Lease by virtue of Section 5 of the Landlord
and Tenant (Covenants) Act 1995 or with the consent of the Landlord


 


THE SCHEDULE


 


Particulars of the Lease


 


	
  Date:

  	
   

  	
  7 March 2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parties:

  	
   

  	
  Baxter and Shipley
  LLP (1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  3 years from

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  Factory
  premises at Unit 25 Apollo, Lichfield Road Industrial Estate, Tamworth,
  Staffordshire

  	
   

  	
   

  



 


 


 


	
  EXECUTED as a DEED by

  SIMPSON STRONG-TIE INTERNATIONAL INC

  	
   

  
	
   

  	
  /s/ Thomas J. Fitzmyers

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  /s/ Michael J. Herbert

  
	
   

  	
  CFO/Secretary

  
	
   

  	
   

  
	
  EXECUTED as a DEED by

  BAXTER AND SHIPLEY LLP

  	
   

  
	
   

  	
  /s/ Mr. Baxter

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  /s/ Mr. Shipley

  
	
   

  	
  Director/Secretary

  
	
   

  	
   

  
	
   

  	
   

  



 


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