exv10w22



 







Exhibit 10.22




DATED 13th December 1996




SLOUGH PROPERTIES LIMITED




- to -




AZUR ENVIRONMENTAL LIMITED



 




LEASE




Premises known as Winnersh 540

Winnersh Triangle Wokingham Berkshire



 




Nabarro Nathanson

50 Stratton Street

London WIX 6NX




Tel: 0171 493 9933




JE/JUS/S2883/224/lms WP2077A 31/10/96




 









 





PARTICULARS




	 	 	 	 	 
	DATE OF THIS DEED
	 	:	 	13th December 1996
	 
	 	 	 	 
	LANDLORD
	 	:	 	SLOUGH PROPERTIES LIMITED
	 
	 	 	 	 
	Registered office
	 	:	 	234 Bath Road Slough SL1 4EE
	 
	 	 	 	 
	Company Registration No.
	 	:	 	448911
	 
	 	 	 	 
	TENANT
	 	:	 	AZUR ENVIRONMENTAL LIMITED
	 
	 	 	 	 
	Registered office
	 	:	 	The Coach House 24A Tile House
	 
	 	 	 	Street Hitchin Hertfordshire SG5
	 
	 	 	 	2DY
	 
	 	 	 	 
	Company Registration No.
	 	:	 	2538199
	 
	 	 	 	 
	SURETY
	 	:	 	None
	 
	 	 	 	 
	ESTATE
	 	:	 	the area from time to time comprising the
	 
	 	 	 	Landlord's estate at Winnersh Triangle
	 
	 	 	 	Workingham of which the Premises form part the
	 
	 	 	 	present such area being shown for identification
	 
	 	 	 	only edged red on the Estate Plan
	 
	 	 	 	 
	LAND
	 	:	 	the land off Eskdale Road on the
	 
	 	 	 	Estate shown edged red on the Lease Plan






 









 






	 	 	 	 	 
	BUILDING
	 	:	 	the building (presently known as Winnersh
	 
	 	 	 	540) on the Land which (with the Fixtures
	 
	 	 	 	and any car parking and landscaping
	 
	 	 	 	facilities) is described in the First
	 
	 	 	 	Schedule
	 
	 	 	 	 
	COMMENCEMENT DATE
	 	:	 	25th November 1996
	 
	 	 	 	 
	TERM
	 	:	 	20 years together with the period of any
	 
	 	 	 	continuation or extension of the tenancy
	 
	 	 	 	granted by this Lease
	 
	 	 	 	 
	RENT COMMENCEMENT DATE
	 	:	 	9th December 1996
	 
	 	 	 	 
	RENT
	 	:	 	until 25th May 1997 the sum of
	 
	 	 	 	£47.916 per annum and thereafter £95.832
	 
	 	 	 	per annum subject to review as provided in
	 
	 	 	 	this Lease
	 
	 	 	 	 
	REVIEW DATES
	 	:	 	25th November 2001 and each
	 
	 	 	 	fifth anniversary of that date
	 
	 	 	 	 
	PERMITTED USE
	 	:	 	use for any purpose within Classes B1 and
	 
	 	 	 	B8 of the Schedule to the Town and Country
	 
	 	 	 	Planning (Use Classes) Order 1987 (as
	 
	 	 	 	amended or replaced from time to time)






 









 






CONTENTS




	 	 	 
	CLAUSE	 	SUBJECT
	1.

	 	DEFINITIONS
	2.

	 	INTERPRETATION
	3.

	 	DEMISE
	4.

	 	TENANT’S COVENANTS
	4.1

	 	Payment of rent
	4.2

	 	Interest on late payments
	4.3

	 	Payment of rates etc
	4.4

	 	Exterior painting
	4.5

	 	Interior painting
	4.6

	 	Repair
	4.7

	 	Yielding up
	4.8

	 	Reinstatement
	4.9

	 	Landlord’s access
	4.10

	 	Default remedies of the Landlord
	4.11

	 	Signs and aerials
	4.12

	 	Use
	4.13

	 	Refuse and rubbish
	4.14

	 	Nuisance
	4.15

	 	Estate regulations
	4.16

	 	Estate Roads and Accessways etc
	4.17

	 	Acts prejudicial to insurance
	4.18

	 	Safeguarding the Premises
	4.19

	 	Planning Applications
	4.20

	 	Alterations






 









 






	 	 	 
	CLAUSE	 	SUBJECT
	4.21

	 	Statutory obligations
	4.22

	 	Alienation
	4.23

	 	Registration of dealings
	4.24

	 	Reletting and sale boards
	4.25

	 	Costs of licences and notices as to breach of covenant
	4.26

	 	Indemnity
	4.27

	 	VAT
	4.28

	 	Defects
	4.29

	 	Costs of party items
	4.30

	 	Documents affecting title
	5.

	 	LANDLORD’S COVENANTS
	5.1

	 	Quiet Enjoyment
	5.2

	 	Insurance
	5.3

	 	Estate Roads and Parking etc
	6.

	 	CONDITIONS
	6.1

	 	Repossession on Tenant’s default
	6.2

	 	Benefit of insurance and abatement of rent
	6.3

	 	Notices
	6.4

	 	Repair of Estate Roads etc
	6.5

	 	Closure of facilities
	7.

	 	RENT REVIEW
	8.

	 	TENANT’S OPTION TO DETERMINE
	9.

	 	SURETY






 









 






SCHEDULES




	 	 	 	 	 
	First Schedule

	 	 	 	Building
	Second Schedule

	 	Part 1
	 	Rights
	 

	 	Part 2
	 	Exceptions and Reservations
	Third Schedule

	 	 	 	Obligations of the Surety
	Fourth Schedule

	 	 	 	Rent review memorandum
	Fifth Schedule

	 	 	 	Documents and matters affecting title
	Sixth Schedule

	 	Part 1
	 	Service Charge for the Estate
	 

	 	Part 2
	 	Costs or Winnersh 500 facilities
	 

	 	Part 3
	 	Costs of Additional Access
	Seventh Schedule

	 	 	 	Materials referred to in clause 4.18.2






 









 






THIS LEASE is made on the date and between the parties stated in the Particulars



WITNESSES as follows:





	1.	 	DEFINITIONS
	 
	 	 	In this Lease the following expressions have the meanings indicated:





	 	 	 	 	 
	 

	 	“Accessways”
	 	the roads and ways shown for the purpose of
identification only hatched brown on the Lease Plan
	 
	 	 	 	 
	 

	 	the “Act”
	 	means the Landlord and Tenant (Covenants) Act 1995
	 
	 	 	 	 
	 

	 	“Additional Access”
	 	the areas shown for the purpose of identification
only hatched brown and cross hatched black on the
Lease Plan
	 
	 	 	 	 
	 

	 	“Adjoining Premises”
	 	the premises known as Winnersh 545 demised by a lease
of even date made between the Landlord and the Tenant
	 
	 	 	 	 
	 

	 	“Authorised
	 	the meaning defined in and for the purposes of
	 
	 	 	 	 
	 

	 	Guarantee Agreement”
	 	Section 16 of the Act and the form of such Agreement
shall be as reasonably required by the Landlord
	 
	 	 	 	 
	 

	 	“Common Areas”
	 	the Estate other than the Premises and other areas
let or intended by the Landlord to be let but
including the whole of the Estate Roads
	 
	 	 	 	 
	 

	 	“Conducting Media”
	 	all sewers drains pipes wires watercourses subways
cables apparatus conduits and any other media or
works for the conduct or transmission of any service
matter or material (including any






1









 






	 	 	 	 	 
	 

	 	 	 	media and works in respect of the sprinkler system at the
Estate)
	 
	 	 	 	 
	 

	 	“Estate Plan”
	 	the plan marked Estate Plan attached to this Lease






	 	 	 	 	 	 	 	 	 
	 

	 	“Estate Roads”
	 	 	1.	 	 	the roads pavements and paths shown for the purpose of
identification only hatched brown on the Estate Plan (or
any road pavement or path at any time replacing any of
them) and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	2.	 	 	such other roads pavements and paths at Winnersh
Triangle (whether or not on or forming part of the
Estate) as may from time to time serve or be available
for use generally by tenants and occupiers in connection
with premises on the Estate but excluding any that may be
or become any public highway or footpath






	 	 	 	 	 
	 

	 	“First Schedule”
	 	the schedule referred to in the First Schedule including
any amended or substituted schedule describing any other
building (and its fixtures equipment and other items)
erected on the Land by the Landlord pursuant to this
Lease
	 
	 	 	 	 
	 

	 	“Fixtures”
	 	the Landlord’s fixtures from time to time on or forming
part of the Land including the fixtures equipment and
items which with the Building are described in the First
Schedule






2









 






	 	 	 	 	 
	 

	 	“Full Reinstatement Value”
	 	the costs (including demolition professional fees
and any value added tax payable) which would be
likely to be incurred in carrying out repair or
reinstatement in accordance with the requirements
of this Lease at the time when such repair or
reinstatement is likely to take place having
regard to current building techniques and
materials
	 
	 	 	 	 
	 

	 	“Insured Risks”
	 	fire lightning earthquake explosion aircraft riot
storm tempest flood burst pipes malicious damage
and impact damage and such other insurable risks
and on such terms and subject to such exclusions
as the Landlord may from time to time consider
reasonably necessary but excluding any risks which
the Landlord shall decide from time to time not to
include in any policy (whether on the grounds of
unavailability of insurance cover for that risk or
otherwise) but so that the Landlord shall give at
least fourteen days’ prior notice in writing to
the Tenant of any risk ceasing to be covered by
any policy
	 
	 	 	 	 
	 

	 	“Landscaped Areas”
	 	those parts of the Land as are hatched green on
the Lease Plan
	 
	 	 	 	 
	 

	 	“Lease Plan”
	 	the plan marked “Lease Plan” attached to this Lease
	 
	 	 	 	 
	 

	 	“Loss of Rent”
	 	the loss of the rent first reserved by clause 3
for such period (being not less than three years)
as






3









 






	 	 	 	 	 
	 

	 	 	 	may reasonably be required by the Landlord from time to
time having regard to the likely period required for
reinstatement in the event of both partial and total
destruction and in an amount which would take into
account potential increases of rent in accordance with
clause 7
	 
	 	 	 	 
	 

	 	“Parking Area”
	 	such area or areas within the Land as are designated for
parking and shown on the Lease Plan as demised car
parking
	 
	 	 	 	 
	 

	 	“Planning Acts”
	 	includes the Town and Country Planning Act 1990 the
Planning (Listed Buildings and Conservation Areas) Act
1990 the Planning (Hazardous Substances) Act 1990 and
(the Planning (Consequential Provisions) Act 1990
	 
	 	 	 	 
	 

	 	“Premises”
	 	the Land together with the Building (or any other
building erected by the Landlord in its place) and all
additions and the Fixtures and a reference to the
“Premises” includes a reference to any part
	 
	 	 	 	 
	 

	 	“Prescribed Rate”
	 	three per centum above the Base Rate of National
Westminster Bank PLC from time to time (or such other
clearing bank as the Landlord shall nominate) or (if
such rate shall cease to be published) such other
reasonable or comparable rate as the Landlord shall from
time to time designate
	 
	 	 	 	 
	 

	 	“Service Charge”
	 	the aggregate of the costs and liabilities referred to
in Part 1 of the Sixth Schedule






4









 






	 	 	 	 	 
	 

	 	“Service Charge Period”
	 	the period in respect of which the Service Charge
is calculated as determined from time to time by
the Landlord and notified to the Tenant and
initially is each consecutive period of twelve
months ending on 31 December
	 
	 	 	 	 
	 

	 	“Sign Display”
	 	the panel or panels installed by the Landlord on
the Building for the display of name and logo
signs
the part of the Service Charge for which the
Tenant is liable which shall be such fair and
	 
	 	 	 	 
	 

	 	“Tenant’s Proportion
of the Service Charge”
	 	proper proportion as the Landlord’s Surveyor shall
from time to time determine acting as an expert
	 
	 	 	 	 
	 

	 	“Winnersh 500”
	 	means that part of the Estate (of which the
Premises form part) shown edged blue on the Lease
Plan






2.   INTERPRETATION





	2.1	 	The expressions “the Landlord” and “the Tenant” shall wherever the context so admits include
their respective successors in title
	 
	2.2	 	Where the Tenant or the Surety (if any) for the time being are two or more persons the terms
“the Tenant” and “the Surety” (if any) include the plural number and obligations expressed or
implied to be made by such party are deemed to be made by such persons jointly and each of
them severally
	 
	2.3	 	Words importing one gender include all other genders and words importing the singular include
the plural and vice versa
	 
	2.4	 	References in this Lease to any statute or legislation (whether specific or general) include
any other statute or legislation replacing amending or




5









 






	 	 	supplementing the same and any orders regulations bye-laws notices permissions
approvals or consents thereunder
	 
	2.5	 	References in the Sixth Schedule to gross external areas mean such areas from time to time.






	3.	 	DEMISE
	 
	 	 	The Landlord demises to the Tenant the Premises together with the Rights referred to in Part
1 of the Second Schedule but subject to the Exceptions and Reservations referred to in Part
2 of the Second Schedule and to any documents and matters referred to in the Fifth Schedule
to hold to the Tenant for the Term starting on the Commencement Date yielding and paying
therefor during the Term:






	3.1	 	Rent
	 
	 	 	yearly the Rent and all increases arising from any review pursuant to the provisions
in this Lease for the review of rent to be paid without any deduction or set off by
equal quarterly payments in advance on the Twenty-fifth day of March the
Twenty-fourth day of June the Twenty-ninth day of September and the Twenty-fifth day
of December in every year the first payment for the period from and including the
Rent Commencement Date up to and including the day immediately preceding the quarter
day next after the date of this Lease to be made on the date of this Lease
	 
	3.2	 	Service Charge for the Estate
	 
	 	 	as additional rent the Tenant’s Proportion of the Service Charge in respect of the
Estate in accordance with Part 1 of the Sixth Schedule
	 
	3.3	 	Winnersh 500 facilities
	 
	 	 	as additional rent the sums payable by the Tenant in respect of Winnersh 500 pursuant
to and in accordance with Part 2 of the Sixth Schedule




6









 






	3.4	 	Additional Access
	 
	 	 	as additional rent the sums payable by the Tenant in respect of the Additional Access
pursuant to and in accordance with Part 3 of the Sixth Schedule
	 
	3.5	 	Insurance
	 
	 	 	as additional rent from time to time a sum or sums of money equal to the expense
incurred by the Landlord in effecting or maintaining insurance in accordance with
clause 5.2 (including any increased premium payable in respect of the Premises or any
neighbouring property by reason of any act or omission by (or permitted by) the
Tenant or an undertenant) as the Landlord shall from time to time effect such
insurance for the Landlord’s benefit in the Full Reinstatement Value against the
Insured Risks and the Loss of Rent such sum or sums to be paid on demand






	4.	 	TENANT’S COVENANTS
	 
	 	 	The Tenant covenants with the Landlord as follows:






	4.1	 	Payment of rents
	 
	 	 	To pay the respective rents and sums of money reserved and made payable at the times
and in the manner in which the same are set out or referred to in clause 3 without
any deduction or set off and to make all such payments to the Landlord on the due
date through the Tenant’s bankers by the direct debit system
	 
	4.2	 	Interest on late payments
	 
	 	 	If the Tenant shall fail to pay any rents or any other sum payable under this Lease
when the same is due (whether formally demanded or not) to pay to the Landlord as
additional rent (but without prejudice to any other rights of the Landlord including
those under clause 6) interest on all such rents or other sums from the due date for
payment until the date actually paid




7









 






	 	 	at the Prescribed Rate current at such due date and any such interest shall be
recoverable by the Landlord as rent in arrear
	 
	4.3	 	Payment of rates






	4.3.1	 	To pay and indemnify the Landlord against all existing and future rates or other outgoings
whatsoever imposed or charged upon the Premises or upon the owner or occupier in respect of
the Premises
	 
	4.3.2	 	To pay and be responsible for all electricity gas and other services to the Premises






	4.4	 	Exterior painting
	 
	 	 	In every third year and in the last year of the Term to prepare and paint the outside
of the Building where usually or previously so painted in a good and workmanlike
manner and otherwise properly to clean treat or decorate other parts of the outside
of the Building as the same ought to be cleaned treated and decorated (such painting
and decorating to be carried out in colours and patterns first approved in writing by
the Landlord such approval not to be unreasonably withheld or delayed) and whenever
necessary to renew or replace all seats and mastics
	 
	4.5	 	Interior painting
	 
	 	 	In every fifth year and in the last year of the Term to prepare and paint all the
interior of the Building where usually or previously so painted in a good and
workmanlike manner (all such painting in the last year of the Term to be carried out
in colours and patterns first approved in writing by the Landlord) such approval not
to be unreasonably withheld or delayed
	 
	4.6	 	Repair






	4.6.1	 	Well and substantially to repair and maintain the Premises and the walls fences roads and
Conducting Media in on or under the Premises (damage by any of the Insured Risks excepted
unless the




8









 






	 	 	insurance moneys are withheld in whole or in part or the policy avoided by
reason of any act or omission on the part of the Tenant or any undertenant or
any employee contractor or invitee of either of them) and at all times to
keep the same in good and substantial repair and condition and so repaired
cleaned painted and maintained and further to keep all parts of the Premises
clean and tidy and free from rubbish and waste materials
	 
	4.6.2	 	To keep the Parking Area for and suitable for the parking of vehicles only
	 
	4.6.3	 	Subject to clause 4.6.4 to keep the Landscaped Areas as landscaped areas maintained and
planted as laid out and planted by the Landlord and in accordance with any general scheme for
the Estate from time to time specified by the Landlord and to replace with equivalent
specimens any plants that may die or need replacement and regularly to cut the grass and
generally to tend nurture and maintain the Landscaped Areas
	 
	4.6.4	 	If the Landlord so requires at any time or from time to time not to do the things referred
to in clause 4.6.3 (or such of them as may be notified to the Tenant) and shall give to the
Tenant reasonable notice of such requirement but instead to pay to the Landlord on demand the
reasonable and proper costs incurred by the Landlord in doing so or (where the Landlord incurs
costs in relation to such Areas and all or any of the other areas shown hatched green on the
Lease Plan) a proper proportion (as defined in paragraph 1.2 Part 2 of the Fifth Schedule) of
the costs so incurred by the Landlord




9









 






	4.6.5	 	Not in any event to harm or damage
any of the Landscaped Areas or the
landscaping or plants on them nor to
alter such Areas or the scheme of
landscaping and plants






	4.7	 	Yielding Up
	 
	 	 	At the expiration or sooner determination of the Term to yield up the Premises in
good and substantial repair and consistent with the full and due compliance by the
Tenant with its obligations under this Lease and to remove such tenant’s trade
fixtures and fittings and any signs erected by or at the instance of the Tenant
making good any damage caused by such removal
	 
	4.8	 	Reinstatement






	4.8.1	 	Three months before the expiry or sooner determination of the Term (unless or to the extent
otherwise required in writing by the Landlord) to carry out such works as shall be necessary
or desirable in order to ensure that the Premises or such part or parts of them as may be
required by the Landlord conform with the description in the First Schedule
	 
	4.8.2	 	Immediately before the assignment or underletting of this Lease or of the lease of the
Adjoining Premises (whether with or without the Landlord’s consent) separately from the other
to carry out all such works as shall be necessary to ensure that the Premises and the
Adjoining Premises are rendered separate and to reinstate any party walls and to remove all
doors windows or other openings and to seal off any Conducting Media
	 
	4.8.3	 	All such works shall be carried out to the satisfaction of the Landlord and the Tenant shall
apply for any necessary planning permission or




10









 






	 	 	approval which may be required under the Planning Acts or other legislation






	4.9	 	Landlord’s access
	 
	 	 	On the giving of reasonable prior notice in writing to permit the Landlord or its
agents at all times during the Term during reasonable hours in the day (or at any
time in the case of emergency) with or without workmen and others to enter the
Premises for the purpose of ascertaining that the covenants and conditions of this
Lease have been performed and observed by the Tenant and examining (including opening
up floors walls and ceilings where necessary to examine) the state of repair and
condition of the Premises or for the purpose of taking inventories of the Landlord’s
fixtures or of carrying out works on the adjoining property of the Landlord and of
exercising any of the Exceptions and Reservations referred to in Part 2 of the Second
Schedule the Landlord causing as little damage and inconvenience as practicable and
as soon as practicable making good all damage caused in the exercise of such right
	 
	4.10	 	Default remedies of the Landlord
	 
	 	 	If within three months after service of a notice from the Landlord requiring the
Tenant to remedy any breach of covenant relating to the state of repair or condition
of the Premises or otherwise to the carrying out of any works or actions (or earlier
in case of emergency) the Tenant shall not have commenced and proceeded diligently
and expeditiously such works or actions then to permit the Landlord to enter upon the
Premises and execute all or any such works or actions and the Landlord’s proper costs
and expenses (including the Landlord’s surveyors and other professional fees in
connection therewith) together with interest thereon at the Prescribed Rate current
at the date one month after service of such notice for the




11









 






	 	 	period from that date to the date of payment shall be a debt due from the Tenant to
the Landlord and be forthwith recoverable as rent in arrear
	 
	4.11	 	Signs and aerials
	 
	 	 	Not to erect any pole mast or aerial or erect or display any sign noticeboard or
advertisement on any part of the Premises but the Tenant shall install and maintain
in the Sign Display an appropriate sign (to the prior written approval of the
Landlord not to be unreasonably withheld) showing the name of the Tenant and (if
applicable) its logo but showing no other information
	 
	4.12	 	Use






	4.12.1	 	Not to use the Premises or any part thereof otherwise than for the Permitted Use and not at
any time to store anything on any part of the Premises outside the Building
	 
	4.12.2	 	To use only for the parking of vehicles the Parking Area (but not to park any trailers on
such Area) and to require employees to use only such Area for the parking of their vehicles
and to enforce such requirement by all reasonable means available to the Tenant as an employer






	4.13	 	Refuse and rubbish






	4.13.1	 	To ensure that all refuse rubbish and waste material is put in secure and closed containers
designed for that purpose and to take all appropriate measures to prevent escape of refuse
rubbish or waste materials from such containers
	 
	4.13.2	 	To make and maintain satisfactory arrangements for the regular removal of all refuse rubbish
and waste materials from the Premises so often as is necessary




12









 






	4.13.3	 	If the Tenant fails to take
immediately such steps as may be
necessary to comply with clause
4.13.1 or 4.13.2 after notice
from the Landlord requiring it to
do so to permit the Landlord or
others authorised by it (if the
Landlord decides to do so) to
enter the Premises to carry out
removal of refuse rubbish or
waste materials (whether or not
on a regular basis) and to pay to
the Landlord on demand all proper
costs and expenses incurred by
the Landlord in connection with
any removal arrangements which it
makes






	4.14	 	Nuisance






	4.14.1	 	Not to use the Premises or any part of them for any illegal purpose nor to carry out on or
from the Premises any noisy noxious dangerous or offensive act activity or business nor
anything which may be or become a nuisance or damage to the Landlord or any of its tenants or
the occupiers of any premises in the neighbourhood and in particular not to do or permit to be
done anything which might cause electronic or radio interference with any adjoining or
neighbouring premises
	 
	4.14.2	 	Not to do anything which would or might lead to any contamination of the Premises or
pollution of the environment or lead to the pollution obstruction damaging or overloading of
the Conducting Media and to carry out (or at the Landlord’s election to pay to the Landlord
the proper costs and fees of carrying out) all works necessary to remedy the contamination or
pollution or to remove the source of the contamination or pollution
	 
	4.14.3	 	Where the Tenant has failed to observe any of the obligations in this clause 4.14 to pay to
the Landlord the proper costs incurred by it in obtaining such reports as the Landlord may
reasonably require to




13









 






	 	 	establish what damage or harm may have been caused to the Premises or other
property of the Landlord and the remedial cleaning or other works necessary
	 
	4.14.4	 	Not to discharge or allow to enter into any underground or other waters any poisonous
noxious or harmful effluent liquid or substance






	4.15	 	Estate Regulations
	 
	 	 	To observe such reasonable regulations as may from time to time be made by the
Landlord for the purposes of good estate management
	 
	4.16	 	Estate Roads and Accessways etc






	4.16.1	 	To take all necessary precautions to prevent damage or excessive wear and tear to or any
avoidable obstruction of any of the Estate Roads the Accessways or the Additional Access and
to pay to the Landlord on demand all proper costs and expenses of making good any damage
(other than normal wear and tear) caused to any of them by the Tenant or any undertenant or
any of their respective employees contractors or visitors
	 
	4.16.2	 	In particular not to impede or interfere with the reasonable use of the Additional Access by
the occupiers of any other unit on Winnersh 500 entitled to use it
	 
	4.16.3	 	Not to park or permit the parking by the employees or contractors of or visitors to the
Tenant of vehicles on any of the Estate Roads or Accessways or the Additional Access or
elsewhere on the Estate other than in accordance with clause 4.12.2






	4.17	 	Acts prejudicial to insurance






	4.17.1	 	Not to do anything as a result of which any policy of insurance against damage to the
Premises or to any neighbouring premises may be prejudiced or payment of the policy moneys may
be withheld in




14









 






	 	 	whole or in part or whereby the rate of premium in respect of any such
insurance may be increased and to give notice to the Landlord forthwith upon
the happening of any event which might affect any insurance policy relating
to the Premises
	 
	4.17.2	 	In relation to the insurance effected by the Landlord in respect of the Premises to pay to
the Landlord any excess required by the insurers or by the Landlord on demand by the Landlord
following any damage or destruction by any Insured Risks where such excess would be applicable
to any claim in respect of such damage or destruction






	4.18	 	Safeguarding the Premises






	4.18.1	 	With respect to fire precautions and safeguarding the Premises against damage by any of the
Insured Risks or otherwise to comply with all requirements and recommendations of the insurers
of the Premises or the relevant insurance brokers or of the fire brigade or local authority
	 
	4.18.2	 	Not to store or bring on to or allow to remain on the Premises any article substance or
liquid of a specially combustible inflammable or explosive nature or which may be a source of
contamination PROVIDED that for so long as the Tenant is Azur Environmental Limited the
storage on the Premises of reasonable quantities of the items listed in the Seventh Schedule
for purposes solely connected with the business of Azur Environmental Limited shall be deemed
not to be a breach of this clause
	 
	4.18.3	 	To give written notice to the Landlord upon the occurrence of any contamination of the
Premises and also upon the occurrence of any pollution of the environment in breach of any
legislative provision caused by any use of or action or activity on the Premises




15









 












	4.19	 	Planning Applications
	 
	 	 	Not without the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) to make any application for any consent under the
Planning Acts
	 
	4.20	 	Alterations
	 
	 	 	Not to erect or place any new building or structure whatsoever on the Premises
(including any temporary or moveable building or structure) and not to make any
alteration whether structural or otherwise or any addition to the Premises or to the
Building or to any buildings which may be erected on the Premises PROVIDED THAT the
Tenant may with the written consent of the Landlord (such consent not to be
unreasonably withheld or delayed) erect install or alter internal demountable
partitions not affecting the structure of the Building
	 
	4.21	 	Statutory obligations






	4.21.1	 	At the Tenant’s expense to comply in all respects with the provisions of all statutes and
legislation (whether now or subsequently in force) affecting or applicable to the Premises or
their use and forthwith to give notice to the Landlord of any notice direction or order made
by any local or competent authority
	 
	4.21.2	 	Where required by statute or legislation the Tenant shall maintain a health and safely file
for any works carried out to the Premises and shall comply with the Construction (Design and
Management) Regulations 1994 in respect thereof and provide to the Landlord upon reasonable
request a copy of such file






	4.22	 	Alienation






	4.22.1	 	Not to charge or mortgage either the whole or any part of the Premises nor to assign
underlet share or part with the possession or




16









 






	 	 	occupation of any part of the Premises nor to permit any such dealing under a
permitted underlease
	 
	4.22.2	 	Not to hold or occupy the Premises or any part as nominee trustee or agent or otherwise for
the benefit of any other person
	 
	4.22.3	 	Not to assign or underlet the whole of the Premises without the prior consent in writing of
the Landlord (such consent not to be unreasonably withheld where the provisions hereinafter
contained are satisfied)
	 
	4.22.4	 	It is agreed that the Landlord will not be deemed to be unreasonable in withholding consent
to a proposed assignment of the whole of the Premises if it is withheld on the ground (and it
is the case) that one or more of the circumstances mentioned below exist (whether or not such
withholding is solely on such ground or on that ground together with other grounds):






	4.22.4.1	 	that in the reasonable opinion of the Landlord the effect of the proposed assignment upon
the value of the Landlord’s reversionary interest in the Premises would be to diminish or
otherwise adversely affect such value
	 
	4.22.4.2	 	that in the reasonable opinion of the Landlord the effect of the assignment would mean
that there is a reduced likelihood of the tenant’s covenants and obligations in this Lease
being fulfilled
	 
	4.22.4.3	 	that the proposed assignee is an associated company of the Tenant






	4.22.5	 	On any assignment:-






	4.22.5.1	 	The Tenant will enter into an Authorised Guarantee Agreement which will be in such form as
the Landlord may reasonably




17









 






	 	 	request and be prepared by or on behalf of the Landlord and at the
cost of the Tenant and under which the assignor will agree (inter
alia) with the Landlord:-






	4.22.5.1.1.1	 	that it is liable as sole or principal debtor in respect of all obligations to be owed
by the assignee under the Tenant Covenants (as defined in Section 28 of the Act) in this Lease
	 
	4.22.5.1.1.2	 	to be liable as guarantor in respect of the assignee’s performance the Tenant
Covenants (as above defined) in this Lease (provided that such liability shall be no more
onerous than the liability to which the assignor would be subject in the event of his being
liable as sole or principal debtor in respect of the obligations owed by the assignee under
the said Tenant Covenants)
	 
	4.22.5.1.1.3	 	In the event of this Lease being disclaimed to enter into a new lease of the Premises
the term of which shall expire simultaneously with the date upon which (but for any such
disclaimer) this Lease would have expired by effluxion of time (and not by any other means)
and the Tenant Covenants shall be identical to (mutatis mutandis but in any event no




18









 






	 	 	more onerous than) the Tenant Covenants in this Lease






	4.22.5.2	 	If the Landlord reasonably so requires the Tenant shall obtain acceptable guarantors for
any person to whom this Lease is to be assigned who will covenant with the Landlord on the
terms (mutatis mutandis) set out in the Third Schedule
	 
	4.22.5.3	 	If the Landlord reasonably so requires the proposed assignee will prior to the assignment
enter into such reasonable rent deposit arrangement and/or provide such additional security
for performance by the proposed assignee of its obligations under this Lease as the Landlord
may reasonably require
	 
	4.22.5.4	 	The proposed assignee shall enter into a covenant with the Landlord to pay the rents
reserved by and perform and observe the covenants on the part of the Tenant contained in this
Lease






	4.22.5.4.1	 	clauses 4.22.4 and 4.22.5 shall operate without prejudice to the right of the Landlord
to impose any further conditions upon a grant of consent where such imposition is reasonable






	4.22.6	 	Not to underlet the whole of the Premises without the prior consent in writing of the
Landlord otherwise than at a rent which is not less than the open market rental value of the
Premises (being in any event not less than the rent then payable under this Lease) without a
line or premium and with provision for upwards only rent reviews coinciding with the reviews
under this Lease and in other respects with materially the same covenants and conditions as
are contained in this Lease




19









 






	4.22.5	 	Not to vary the terms of any underlease permitted under this clause 4.22 without the
Landlord’s written consent and throughout the term of any underlease to require the
undertenant at all times to perform and observe the Tenant’s covenants (except as to the
payment of rent) and the conditions contained in this Lease
	 
	4.22.6	 	The Landlord may as a condition for giving its consent for any permitted underletting
require the proposed underlessee to enter into a direct covenant with the Landlord to perform
and observe the Tenant’s covenants and the conditions contained in this Lease (save as to
payment of rent)
	 
	4.22.7	 	Upon the Landlord consenting to an underletting of the Premises procure that the underlessee
covenants with the Landlord:






	4.22.7.1	 	Not to assign (or agree to do so) any part of the Premises (as distinct from the whole)
and not to charge or underlet or share or (save by way of an assignment of the whole) part
with possession of or permit any person to occupy the whole or any part of the Premises
	 
	4.22.7.2	 	Not to assign (or agree to do so) the whole of the Premises without the prior consent in
writing of the Landlord (such consent not to be unreasonably withheld)






	4.22.8	 	To notify the Landlord in writing with relevant details within fourteen days of any rent
payable under an underlease being reviewed
	 
	4.22.9	 	In the event that any circumstances or conditions specified in clauses 4.22.4 and 4.22.5
above are framed by reference to any matter falling to be determined by the Landlord (or by
any other person) if the Tenant disputes such determination then either the Landlord or the
Tenant shall be entitled to require the matter or matters in question




20









 






	 	 	to be referred to an independent expert who in the absence of agreement
between the parties shall be appointed on the application of either party by
the President of the Royal Institution of Chartered Surveyors and the
determination of such independent expert shall be conclusive as to the matter
or matters in question and shall be final and binding on the parties and his
costs shall be met by the parties in such proportions as the independent
expert shall determine






	4.23	 	Registration of dealings
	 
	 	 	Within one month after the execution of any assignment or underlease permitted under
this Lease or any assignment of such underlease or after any devolution by will or
otherwise of the Term or after any other dealing with this Lease to supply a
certified copy of the deed or instrument effecting the same to the Landlord and to
pay such reasonable fee as the Landlord may require for registration
	 
	4.24	 	Reletting and sale boards
	 
	 	 	To permit the Landlord or its agents to enter upon the Premises and to affix upon any
suitable part (which does not obscure the Tenant’s own signs) a notice board for
reletting or selling the same and not to remove or obscure the same and to permit all
persons authorised in writing by the Landlord or its agents on the giving of
reasonable prior written notice to view the Premises during business hours in the
daytime
	 
	4.25	 	Costs of licences and notices as to breach of covenant
	 
	 	 	To pay on demand and indemnify the Landlord against all costs charges and expenses)
(including professional fees) reasonably and properly incurred by the Landlord
arising out of or incidental to any application made by the Tenant for any consent or
approval of the Landlord and against all costs charges and expenses (including any
professional fees) properly incurred




21









 






	 	 	by the Landlord arising out of or incidental to any breach of the Tenant’s covenants
or the preparation and service of a schedule or interim schedule of dilapidations or
any notice which the Landlord may serve on the Tenant whether served before or after
the determination of this Lease (including a notice under Section 146 of the Law of
Property Act 1925) requiring the Tenant to remedy any breach of any of its covenants
or arising out of or in connection with any proceedings referred to in Sections 146
or 147 of that Act notwithstanding that forfeiture may be avoided otherwise than by
relief granted by the Court
	 
	4.26	 	Indemnity
	 
	 	 	To be responsible for and to indemnify the Landlord against:






	4.26.1	 	all damage loss or injury occasioned to the Premises or any adjoining premises or to the
Accessways the Additional Access the Landscaped Areas or any Conducting Media or to any person
or chattel (whether or not upon the Premises) caused by any act default or negligence of the
Tenant or any undertenant or the servants agents licensees or invitees of either of them or by
reason of any defect in the Premises and
	 
	4.26.2	 	all losses damages costs expenses claims and proceedings incurred by or made against the
Landlord arising out of any breach by the Tenant of any of its obligations arising by virtue
of this Lease






	4.27	 	VAT
	 
	 	 	To pay to the Landlord upon demand any value added tax chargeable upon:






	4.27.1	 	any supply made by the Landlord to the Tenant pursuant to this Lease so that all
consideration for any such supply is exclusive of value added tax




22









 






	4.27.2	 	any supply (whether made to the Landlord or to a third person) where pursuant
to this Lease the Tenant is required to pay to the Landlord any sum in
respect of any costs fees expenses or other expenditure or liability (of
whatever nature) in connection with that supply except to the extent that any
such value added tax may be recoverable by the Landlord from H.M. Customs and
Excise






	 	 	PROVIDED ALWAYS that the Landlord will produce a valid VAT invoice to the Tenant
within 14 days of receipt of any payment of VAT from the Tenant
	 
	4.28	 	Defects
	 
	 	 	To inform the Landlord as soon as practicable in writing of any defect in the
Premises which might give rise to a duty imposed by common law or statute on the
Landlord and to indemnify the Landlord against all actions costs claims and
liabilities suffered or incurred by or made against the Landlord in respect of the
Premises under the Defective Premises Act 1972
	 
	4.29	 	Costs of party items
	 
	 	 	In so far as the Tenant is not obliged to contribute to the costs of the same under
any other provision of this Lease to pay a fair and proper proportion of the expense
(including any professional fees) of repairing rebuilding painting maintaining
cleaning and lighting all party structures and all roofs conducting media boundary
structures forecourts yards roads ways entrances passages staircases balconies and
other amenities or things the use or benefit of which is common to the Premises and
any adjoining or neighbouring premises such proportion to be determined by the
Landlord’s Surveyor whose determination shall (save in the case of manifest error) be
final and binding on the Tenant




23









 






	4.30	 	Documents affecting title
	 
	 	 	To perform and observe the provisions of the documents and the other matters referred
to in the Fifth Schedule so far as they affect or relate to the Premises






	5.	 	LANDLORD’S COVENANTS
	 
	 	 	The Landlord covenants with the Tenant:






	5.1	 	Quiet enjoyment
	 
	 	 	That the Tenant performing and observing the covenants conditions and agreements
contained in this Lease shall and may peaceably and quietly hold and enjoy the
Premises during the Term without any lawful interruption or disturbance by the
Landlord or any person rightfully claiming through or under it
	 
	5.2	 	Insurance
	 
	 	 	At all times during the Term to keep the Premises insured for the Landlord’s benefit
in the Full Reinstatement Value against the Insured Risks and if the Premises are
damaged or destroyed by any of the Insured Risks the Landlord will with all
convenient and practicable speed repair or reinstate the Premises using such
materials as are then appropriate subject to all necessary consents and licences
being obtained
	 
	 	 	Provided that:






	5.2.1	 	the Landlord’s obligations under this covenant shall cease if the insurance shall be
rendered void or voidable or the policy moneys withheld in whole or in part by reason of any
act or default of the Tenant or any undertenant or any of their respective employees
contractors licensees or invitees
	 
	5.2.2	 	if the Premises are destroyed or so seriously damaged by any Insured Risk as to require (in
the opinion of the Landlord’s surveyor whose




24









 






	 	 	decision shall be final and binding upon the Parties) substantial
reconstruction then the Landlord may at any time within six months’ notice in
writing to determine this Lease and immediately upon the expiry of that
notice this demise shall determine but without prejudice to the rights and
remedies of any party against any other in respect of any antecedent claim or
breach of covenant and all insurance money shall be the absolute property of
the Landlord






	5.3	 	Estate Roads and Parking etc
	 
	 	 	Subject to payment by the Tenant of the Tenant’s Proportion of the Service Charge in
accordance with Part 1 of the Sixth Schedule and any sums payable in accordance with
Part 2 of the Sixth Schedule the Landlord shall:






	5.3.1	 	maintain and repair such of the Estate Roads as are within the Estate and use all reasonable
endeavours to do so (or to procure that it be done) in respect of the remainder of the Estate
Roads until (in each case) adoption by the highway authority and
	 
	5.3.2	 	maintain and repair the Accessways and the Additional Access.






	6.	 	CONDITIONS
	 
	 	 	Provided always and it is hereby agreed and declared as follows:






	6.1	 	Re-possession on Tenant’s default
	 
	 	 	If at any time during the Term:






	6.1.1	 	the rents reserved by this Lease or any of them or any part of them shall be in arrear for
fourteen days after the same shall have become due (whether legally demanded or not) or
	 
	6.1.2	 	the Tenant shall at any time fail or neglect to perform or observe any of the covenants
conditions or agreements on its part to be performed and observed contained in this Lease or
in any licence approval or consent given by the Landlord to the Tenant in relation




25









 






	 	 	to the Premises or in any other deed supplemental to this Lease or by which
this Lease may be varied or
	 
	6.1.3	 	the Tenant either shall (being a corporation) have an application made for an administration
order (whether or not at its instance) or enter into liquidation whether compulsory or
voluntary (not being a voluntary liquidation for the purpose of reconstruction only) or (being
an individual) become bankrupt or
	 
	6.1.4	 	the Tenant shall make any arrangement or composition with creditors or suffer any distress
or execution to be levied on property of the Tenant or have an encumbrancer take possession or
a receiver appointed in respect of the same






	 	 	then and in any such case it shall be lawful for the Landlord (or any person or
persons duly authorised by it in that behalf) to re-enter into or upon the Premises
and thereupon the Term shall absolutely cease and determine but without prejudice to
the rights and remedies of the Landlord in respect of any antecedent breach of any of
the covenants conditions or agreements contained in this Lease
	 
	6.2	 	Benefit of insurance and abatement of rent






	6.2.1	 	The benefit of all insurance effected by the Landlord under this Lease or otherwise in
respect of the Premises or the Estate shall belong solely to the Landlord but if the Premises
or any part of them shall at any time be destroyed or damaged by any of the Insured Risks so
as to be unfit for occupation or use then and in every such case (unless the Landlord’s policy
of insurance in relation to the Premises shall have been rendered void or voidable or the
policy moneys withheld in whole or in part by reason of the act default or omission of the
Tenant or any undertenant or any of their respective employees




26









 






	 	 	contractors licensees or invitees) the rent first reserved by this Lease or a
fair and just proportion thereof according to the nature and extent of the
damage sustained shall be suspended and cease to be payable until the
Building shall have been repaired or reinstated and made fit for occupation
or use in accordance with clause 5.2
	 
	6.2.2	 	No account shall be taken of damage in relation to any alteration or improvement to the
Premises carried out otherwise than by the Landlord unless such alteration or improvement has
in fact been taken into account in effecting both the insurance of the Premises and the
insurance in respect of the Loss of Rent
	 
	6.2.3	 	Any dispute between the Landlord and the Tenant concerning the proportion or duration of the
suspension or cesser shall be determined by an arbitrator appointed in default of agreement
between the Landlord and the Tenant on the application of either of them by the President of
the Royal Institution of Chartered Surveyors and any such reference shall be a submission to
arbitration within the Arbitration Acts 1950 and 1979






	6.3	 	Notices
	 
	 	 	The provisions of Section 196 Law of Property Act 1925 (as amended) shall apply to
the giving and service of all notices and documents under or in connection with this
Lease
	 
	6.4	 	Repair of Estate Roads etc
	 
	 	 	The Landlord shall have no liability to the Tenant:






	6.4.1	 	in relation to any failure to maintain and repair the Estate Roads the Accessways or the
Additional Access unless the Tenant has given written notice to the Landlord of the relevant
aspect of non maintenance or disrepair or




27









 






	6.4.2	 	on the grounds of disrepair of the Estate
Roads caused by traffic using the Estate Roads
for the purposes of the development of other
parts of the Estate or the carrying out of
works on the Estate but so that the disrepair
shall be made good within a reasonable period
after the Estate Roads have ceased to be so
used






	6.5	 	Closure of facilities
	 
	 	 	Subject to the Landlord using all reasonable endeavours to procure alternative access
to the Premises the Landlord may temporarily close or withdraw from use any of the
Estate Roads the Accessways or the Additional Access to permit the carrying out of
any repairs maintenance or works by it or any person authorised by it and in such
circumstances the Tenant shall have no claim against the Landlord in connection with
any such closure or withdrawal the person carrying out such works endeavouring to
keep such closure or withdrawal to the minimum reasonably required






	7.	 	RENT REVIEW





	7.1	 	In this clause:





	 	 	 	 	 	 	 	 	 
	 	 	“Assumptions”	 	means the assumptions that:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1.	 	 	 	the Premises are in good and substantial repair and
condition
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2.	 	 	 	the Landlord and the Tenant have complied with all their
respective covenants and obligations imposed by this Lease
on each of them
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	3.	 	 	 	all parts of the Premises are fit and ready for use for
the Permitted Use






28









 








	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	4.	 	 	that the rent at which the Premises could
reasonably be expected to be let is that which
would be payable after the expiry of any rent
free period or after the receipt of such other
rent concession or inducement (in each case
for whatever reason) as may be negotiated in
the open market between a landlord and a
tenant upon a letting of the Premises
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	5.	 	 	no work has been carried out on the
Premises during the Term which has diminished
the rental value of the Premises and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	6.	 	 	any damage to or destruction of the
Premises or any means of access to them has
been fully reinstated
	 
	 	 	 	 	 	 	 	 
	 	 	“Current Rent”	 	means the yearly rent reserved by this Lease (disregarding any suspension of
rent under any other provision of this Lease) as varied from time to time pursuant to this clause
	 
	 	 	 	 	 	 	 	 
	 	 	“Matters to be
Disregarded”	 	means each of the following matters so far as
they may affect rental value:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	1.	 	 	the fact that the Tenant has previously
been in occupation of the Premises
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	2.	 	 	any goodwill attaching to the Premises by
reason of the carrying on of the business of
the Tenant at the Premises and






29









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	3.	 	 	 	any improvement to the Premises carried out during the
Term by the Tenant or undertenant other than improvements
effected at the expense of the Landlord or pursuant to any
obligation to the Landlord whether under the provisions of
this Lease or any other deed or document
	 
	 	 	 	 	 	 	 	 
	 

	 	“New Rent”
	 	as at any Review Date means the higher of:


	 

	 	 	 	1.	 	 	 	the Current Rent immediately before that Review Date and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2.	 	 	 	the Rental Value as at that Review Date
	 
	 	 	 	 	 	 	 	 
	 	 	“President”	 	means the President for the time being of the
Royal Institution of Chartered Surveyors any other body
reasonably specified by the Landlord


	 	 	“Rental Value”	 	as at any Review Date means the open market
rental value of the Premises at that Review Date:


	 

	 	 	 	1.	 	 	 	as agreed by the Landlord and the Tenant or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2.	 	 	 	as determined by a Valuer pursuant to the provisions of
this clause
	 
	 	 	 	 	 	 	 	 
	 	 	“Valuer”	 	means a chartered surveyor who has experience of practice
in property of the nature and type of the Premises and who
is acquainted with the market in the area in which the
Premises are located







	7.2	 	The New Rent shall be payable from and including each Review Date.




30









 






	7.3	 	If the New Rent has not been agreed by the date which is three months before the
relevant Review Date either the Landlord or the Tenant may require the Rental Value
to be determined by a Valuer
	 
	7.4	 	Where the Rental Value is to be determined by a Valuer and the Landlord and the Tenant do not
agree as to his appointment within twenty one days of either of them putting forward a
nomination to the other such Valuer shall be appointed at the request of either party by the
President
	 
	7.5	 	The Valuer shall act as an expert and not as an arbitrator and his decision (including any
decision as to the costs of such determination) shall be final and binding on the parties
	 
	7.6	 	The Valuer shall upon appointment either by the parties or the President be required upon his
determination to provide a reasoned award to the Landlord and the Tenant
	 
	7.7	 	Notwithstanding that the Valuer shall act as an expert the Landlord and the Tenant shall each
be entitled to make representations and counter-representations to such Valuer a copy of which
shall be supplied by the Valuer to the other of them and in making an award as to costs the
Valuer shall have regard to the representations and counter-representations made to him
	 
	7.8	 	The Valuer shall determine the Rental Value as the best yearly open market rack rental value
at which the Premises might reasonably be expected to be let with vacant possession in the
open market by a willing lessor to a willing lessee for a term of years equal in length to the
balance unexpired of the Term as at the relevant Review Date and on the terms and conditions
of a lease which are otherwise the same as this Lease except as to the actual amount of the
Current Rent and the date on which the term commences




31









 






	 	 	and making the Assumptions but taking no account of the Matters to be Disregarded
	 
	7.9	 	If by the relevant Review Date the New Rent has not been ascertained (whether or not
negotiations have commenced) the Tenant shall continue to pay the Current Rent on each day
appointed by this Lease for payment of Rent until the New Rent has been ascertained and upon
such ascertainment of the New Rent the Tenant will pay to the Landlord as arrears of rent an
amount equal to the difference between the New Rent and the Current Rent actually paid for the
period since the relevant Review Date together with interest on the difference at 3% below the
Prescribed Rate
	 
	7.10	 	In no event shall the yearly rent payable by the Tenant to the Landlord after the relevant
Review Date be less than the yearly rent payable by the Tenant to the Landlord immediately
before such relevant Review Date
	 
	7.11	 	A memorandum in the form set out in the Fourth Schedule of any increased rent determined
pursuant to this clause 7 shall as soon as may be after such determination be prepared in
duplicate and signed by or on behalf of the Landlord and Tenant






	8.	 	TENANT’S OPTION TO DETERMINE






	8.1	 	In this clause “Termination Date” means November 2001 or November 2006
	 
	8.2	 	Subject to the pre-conditions in clause 8.3 being satisfied on the relevant Termination Date,
and subject to clause 4.8 the Tenant may determine the Term on a Termination Date by giving
the Landlord not less than six months’ written notice, which notice must be expressed to be
given under section 24(2) of the Landlord and Tenant Act 1954. The Term will then determine
on the relevant Termination Date, but without prejudice to any




32









 






	8.3	 	The pre-conditions are that:






	8.3.1	 	vacant possession of the whole of the Premises is given to the Landlord; and
	 
	8.3.2	 	all rent and other sums due under this Lease up to the relevant Termination Date have been
paid in full and all the Tenant’s obligations in this Lease up to the relevant Termination
Date have been substantially complied with






	8.4	 	The Landlord may waive any of the pre-conditions set out in clause 8.3 at any time before the
relevant Termination Date by written notice to the Tenant
	 
	8.5	 	The Tenant will cancel any registration it has made in connection with this clause within 15
working days of the relevant Termination Date
	 
	8.6	 	Time will be of the essence for the purposes of this clause




IN WITNESS of which this Lease has been executed and is delivered as a deed on the date appearing
as the date of this Lease




FIRST SCHEDULE




Description of the Building and Fixtures




The schedule annexed to this Lease headed “The First Schedule”




SECOND SCHEDULE




Part 1




The Rights





	1.	 	The right in common with the Landlord and all other persons now or at any time after the date
of this Lease similarly entitled to pass at all times and for all purposes connected with the
proper use of the Premises in accordance with this Lease:




33









 












	1.1	 	with or without vehicles over and along the Estate Roads and the Accessways and
(except for that part hatched purple on the Lease Plan) the Additional Access until
in each case adoption by the highway authority and
	 
	1.2	 	on foot only over and along that part of the Additional Access shown hatched purple on the
Lease Plan






	2.	 	The right in common with the Landlord and all other persons now or at any subsequent time
entitled to a similar right to the free passage and running of water soil gas electricity and
other services from and to the Premises through the Conducting Media in the Estate other than
those adopted by the relevant statutory undertaker
	 
	3.	 	The right of support and protection for the Premises from the remainder of Winnersh 500
	 
	4.	 	So far as necessary and in any event subject to any licence required by clause 4.20 the right
to enter upon so much of the area shown hatched green on the Lease Plan as lies to the rear of
the Land to install and thereafter at all times to maintain repair renew and rebuild an air
conditioning plant





Part 2




The Exceptions and Reservations





	1.	 	To the Landlord and all others authorised by it the free and uninterrupted passage and
running of water soil gas electricity and telephone or any other service or supply from the
other buildings and land of the Landlord and its tenants adjoining or near the Premises and
from the land and premises of others so authorised as aforesaid through the Conducting Media
which are now or may hereafter be in through under or over the Premises
	 
	2.	 	To the Landlord and all others authorised by it the right at all times to enter the Premises
with all necessary equipment for the purposes of:






34









 








	2.1	 	carrying any repairs maintenance or works to or in relation to the Accessways and (where
clause 4.6.5 applies) the Landscaped Areas including the right to use and take water from any
external water supply at the Premises for the purposes of maintenance of planting and
landscaping at Winnersh 500
	 
	2.2	 	laying constructing installing replacing repairing maintaining or altering any Conducting
Media now or hereafter in through under or over the Premises or any adjoining property or
making connections to any such Conducting Media
	 
	2.3	 	carrying out inspections of or tests to any such Conducting Media
	 
	2.4	 	doing such other things in relation to any Conducting Media which directly or indirectly
serve or are connected to other premises as the Landlord considers proper to ensure that such
Conducting Media are in good working order and condition and
	 
	2.5	 	exercising any of the rights of the Landlord contained in this Lease.






	 	 	The Landlord causing as little damage and inconvenience as practicable in the exercise of
such rights and as soon as practicable making good all damage caused





	3.	 	To the Landlord full right and liberty at any time hereafter or from time to time to execute
works and erections upon or to alter or rebuild any of the buildings erected on any part of
the Estate and to use its Estate and each part of it in such manner as the Landlord may think
fit notwithstanding that the access of light and air to the Premises may thereby be interfered
with
	 
	4.	 	To the Landlord and other the tenants and occupiers of other parts of Winnersh 500 the right
of support and protection from the Premises
	 
	5.	 	To the Landlord the right to install and retain on the Land columns for the provision of
lighting security or other services for Winnersh 500 and the right to enter the Premises with
all necessary equipment for such purposes or for




35









 






	 	 	maintaining altering or replacing such column the Landlord causing as little damage and
inconvenience as practicable in the exercise of such rights and as soon as practicable
making good all damage caused





THIRD SCHEDULE 




Obligations of the Surety





	1.	 	If at any time the Tenant shall not pay any of the rents or other sums payable under this
Lease or perform and observe any of the covenants conditions or other terms of the Lease the
Surety shall pay such rents or other sums or observe or perform such covenants conditions or
other terms
	 
	2.	 	By way of separate and additional liability and notwithstanding that the guarantee in
paragraph 1 may be unenforceable or invalid for any reason the Surety indemnifies the Landlord
against all proper losses damages costs and expenses suffered or incurred by the Landlord
arising out of or in connection with any failure by the Tenant to pay any of the rents and
sums or to perform and observe any of the covenants conditions or other terms referred to in
paragraph 1
	 
	3.	 	If:






	3.1	 	the Tenant shall be wound up or (being an individual) become bankrupt and its liquidator or
trustee in bankruptcy shall disclaim this Lease or
	 
	3.2	 	the Tenant shall cease to exist or shall die or
	 
	3.3	 	this Lease shall be forfeited
	 
	 	 	(the date on which such event occurs being called the “Relevant Date”) the Landlord may
within three months after the Relevant Date by notice in writing require the Surety to
accept a lease of the Premises for a term commencing on the Relevant Date and continuing for
the residue then remaining of the Term at the same rents and with the same covenants and
conditions as are reserved by and are contained in this Lease and in such case the Surety
shall take such lease




36









 












	 	 	accordingly and execute a counterpart of it and pay all costs and duties in relation to it






	4.	 	The Surety undertakes with the Landlord that:






	4.1	 	its obligations to the Landlord are primary obligations and it is jointly and severally
liable with the Tenant (both before or after any disclaimer by a liquidator or trustee in
bankruptcy) for the fulfillment of all the Tenant’s covenants and obligations
	 
	4.2	 	the Surety shall not claim in any liquidation bankruptcy administration receivership
composition or arrangement of the Tenant in competition with the Landlord and that the Surety
shall remit to the Landlord the proceeds of all judgments and all distributions which the
Surety may receive from any liquidator trustee in bankruptcy administrator administrative
receiver receiver or supervisor of the Tenant and shall hold for the benefit of the Landlord
all security and rights the Surety may have over assets of the Tenant while any liabilities of
the Tenant or the Surety to the Landlord remain outstanding and
	 
	4.3	 	if the Landlord shall not require the Surety to take a new lease of the Premises the Surety
shall nevertheless upon demand pay to the Landlord a sum equal to the rent first reserved
under this Lease and all other sums that would have been payable under this Lease in respect
of the period from and including the Relevant Date until the expiry of six months after such
Date or until the Landlord shall have granted a lease of the Premises to a third party
(whichever shall first occur) in addition and without prejudice to the Surety’s other
obligations to the Landlord






	5.	 	The Surety waives any right to require the Landlord to proceed against the Tenant or to
pursue any other remedy of any kind which may be available to the Landlord before proceeding
against the Surety




37









 












	6.	 	The liabilities of the Surety under this Schedule shall not be affected by:





	6.1	 	the granting of time or any other indulgence or concession to the Tenant or any compromise or
compounding of the Landlord’s rights
	 
	6.2	 	the Tenant being in liquidation or (as the case may be) declared bankrupt
	 
	6.3	 	any variation in the terms and conditions of this Lease
	 
	6.4	 	any delay in exercising or failure to exercise or other exercise (including re-entry under
clause 6.1) of any of the Landlord’s rights against the Tenant
	 
	6.5	 	any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant following a
breach by the Tenant of its obligations under this Lease
	 
	6.6	 	any legal limitation or any immunity disability or incapacity of the Tenant (whether or not
known to the Landlord) or the fact that any dealings with the Landlord by the Tenant
(including the acceptance by the Tenant of this Lease) may be outside or in excess of the
powers of the Tenant or
	 
	6.7	 	any other thing (including the expiration or sooner determination of the Term or any such
disclaimer or the death of the Surety (or any of the persons comprising the Surety) or (in
relation to one or more of such persons) the discharge of the other person or persons) whereby
(but for this provision) the Surety or any of them would be exonerated either wholly or in
part from any of the Surety obligations hereunder






38









 








FOURTH SCHEDULE




Rent Review Memorandum




Winnersh 540 Winnersh Triangle




Wokingham Berkshire




Lease dated [     ] 1996 between




Slough Properties Limited (1) and




Azur Environmental Limited (2)



Pursuant to the above Lease [       ] as Landlord and [     ] as Tenant
record that the yearly rent has been increased to the sum of £[     ] with effect from
[relevant Review Date]




	 	 	 
	Dated:

	 	[     ]
	 
	 	 
	Signed:
	 	________________
	 

	 	Landlord/Tenant






FIFTH SCHEDULE 




Documents and matters affecting title





	1.	 	The covenants matters and stipulations set out or referred to in or contained or referred to
in the documents referred to in the Property and Charges Registers of the Landlord’s title
number BK 167503 so far as the same affect or relate to the Premises other than the various
agreements under Section 52 of the Town and Country Planning Act 1971 as varied by the
Termination Agreement dated 30th June 1993










39









 












	2.	 	A lease dated 5th November 1996 between Slough Properties Limited (1) and Southern Electric
plc (2) relating to an electricity substation to the south-east of the Premises





SIXTH SCHEDULE




Part 1




Service Charge for the Estate




Part A




Heads of Expenditure



Costs and liabilities which the Landlord (which in this Schedule shall where the context admits
include any other company which is a member of the same group of companies as the Landlord)
reasonably and properly incurs or becomes liable to pay or discharge in connection with the Estate
or occupiers thereon including the costs of:





	1.	 	repairing maintaining cleaning renewing and resurfacing the Estate Roads (including the
renewal of the line markings on the Roads)
	 
	2.	 	repairing maintaining replacing and operating the lighting of the Estate Roads (including the
cost of electricity)
	 
	3.	 	repairing maintaining decorating and replacing any estate office for the Estate including:






	3.1	 	the cost of services (including electricity gas and telephone) supplied in any such office
	 
	3.2	 	rates payable in respect of any such office
	 
	3.3	 	the cost of equipment and materials in or for such office to the extent that they are
intended to be provided for the purposes of such office






	4.	 	repairing maintaining and renewing any Conducting Media in or for any part of the Estate to
the extent that they are not the responsibility of any tenant of the Landlord on the Estate or
of a statutory undertaker and do not exclusively serve premises occupied by such a tenant










40









 












	5.	 	repairing maintaining cleaning and keeping tidy the Common Areas including the tending care
and replacement of plants and trees and the maintenance and upkeep of landscaped areas
including nature strips in roads or on roundabouts at or at the approaches to Winnersh
Triangle






	6.	 	repair maintenance and replacement of tanks pumps pipes and other equipment (excluding any
that form part of the Premises) forming part of the sprinkler system at the Estate including
the costs of inspection and maintenance contracts






	7.	 	repair maintenance decoration operation lighting and cleaning of any structures fences walls
signs footpaths amenities and things on the Common Areas and benefiting the Estate or part of
it including any entrance feature from time to time for the Estate and any equipment
associated with it






	8.	 	employing staff for the benefit of the Estate or the provision of any services on or for the
Estate (including for the purposes of operating an estate office) including the costs of
statutory and other insurance health pension welfare and other payments contributions and
premiums and the costs incidental to the performance of the duties of any such staff but where
engaged also to perform duties not connected with the Estate only a proportion of each of such
costs






	9.	 	rates taxes assessments duties charges burdens impositions and outgoings imposed or charged
upon the Common Areas or any part of them (including any estate office) or upon the owner or
occupier thereof






	10.	 	insurance in such sum and against such risks as the Landlord shall consider appropriate in
respect of damage to any part of the Common Areas (including the Estate Roads) and the
structures buildings walls fences and other things thereon






	11.	 	public liability insurance in respect of any liability of the Landlord in relation to the
Estate and the Estate Roads






	12.	 	calculating the Service Charge and the Tenant’s liability under this Lease including
preparation of accounts and certification










41









 












	13.	 	providing such security service for the benefit of the Estate as the Landlord may from time
to time consider appropriate
	 
	14.	 	the management of the Estate including the fees and disbursements of:





	14.1	 	any managing agents for or in connection with such management (including the collection of
rent and other sums payable by tenants of the Estate to the Landlord but excluding the costs
of court proceedings in recovering arrears from tenants other than the Tenant) and the
performance of any other duties or services in or about the Estate
	 
	14.2	 	the Landlord’s Surveyor for or in connection with the performance of any function for the
purposes of this Lease
	 
	14.3	 	any other individual firm or company engaged to perform services for the Estate or any part
of it
	 
	14.4	 	the Landlord where it carries out any service or function to such management (including a fee
charged by the Landlord for the collection of rent and other sums payable by tenants of the
Estate to the Landlord but excluding the costs of court proceedings in recovering arrears from
tenants other than the Tenant)






	15.	 	any other facility service amenity or thing provided on or for the Estate and intended to
benefit the Estate and in the interests of good estate management









	16.	 	any value added tax payable on any of the costs referred to in this Part










Part B




Calculation of the Service Charge





	1.1	 	The Landlord shall as soon as practicable after the end of each Service Charge Period:






	1.1.1	 	prepare an account giving particulars of the Service Charge for that Period and showing the
Tenant’s Proportion of the Service Charge and










42









 












	1.1.2	 	supply to the Tenant a copy of such account






	1.2	 	Upon such account being certified by the Landlord’s Surveyor it shall be conclusive evidence
for the purposes of this Lease of all matters of fact referred to in it save in respect of
manifest error
	 
	2.1 	 	Advance payments on account of the Tenant’s Proportion of the Service Charge in respect
of a Service Charge Period shall be paid to the Landlord by the Tenant according to the
reasonable and proper estimate made by the Landlord’s Surveyor acting as expert of the amount
of the Service Charge for that Period
	 
	2.2	 	Written notice of such estimate shall be promptly given to the Tenant
	 
	2.3	 	Such payments shall be made by equal instalments on each of the quarter days occurring during
the relevant Period or (if the estimate is notified to the Tenant after such a quarter day) on
such of them as occur after such notification.
	 
	2.4	 	The first advance payment shall be:






	2.4.1	 	in respect of the period from the Commencement Date until the next quarter day after the
date of this Lease
	 
	2.4.2	 	paid by the Tenant on the date of this Lease and
	 
	2.4.3	 	calculated according to an estimate of the Service Charge made in accordance with 2.1 and
notified in writing to the Tenant






	3.	 	If the Tenant’s Proportion of the Service Charge for a Service Charge Period:






	3.1	 	exceeds any amounts paid by the Tenant to the Landlord as advance payments on account thereof
the amount of the excess (or the whole Proportion if no advance payments have been made) shall
(notwithstanding the expiration or sooner determination of the Term) be paid by the Tenant to
the Landlord within twenty-one days of the supply to the Tenant of the account pursuant to
paragraph 1 or





43









 












	3.2	 	is less than such amounts so paid the amount of the difference shall be credited to
the Tenant against the next payments of rents due






	4.	 	In respect of each of the Service Charge Periods in which occur the Commencement Date and the
date of the expiration or sooner determination of the Term the Tenant shall only be obliged to pay
the Tenant’s Proportion of the Service Charge in respect of that part of the Service Charge for
that Period as bears to the whole of that Service Charge the same proportion that the number of
days of the Term occurring in the relevant Period bears to 365





Part 2




Costs of Winnersh 500 facilities




Accessways and landscaping





	1.1	 	The Tenant shall pay to the Landlord on written demand the proper proportion of the costs
liabilities fees and expenses which the Landlord incurs or becomes liable to pay in connection
with:






	1.1.1	 	the Accessways and any signs or direction notices on or for them including all sums incurred
pursuant to clause 5.3 or otherwise in the maintenance repair cleaning lighting renewal and
resurfacing of them and
	 
	1.1.2	 	the maintenance of landscaping at Winnersh 500 so far as not demised to any tenant






	1.2	 	In this paragraph 1 the “proper proportion” means (subject to clause 6.8) a fair proportion
(which may take into account the extent and nature of use) to be certified by the Landlord’s
Surveyor whose decision shall be final and binding on the parties





Other facilities





	2.1	 	The Tenant shall pay to the Landlord on written demand the proper proportion of the costs
liabilities fees and expenses which the Landlord




44









 






	 	 	incurs or becomes liable to pay in connection with the provision and maintenance of
any other facility service amenity or thing for the benefit or use of the tenants or
occupiers of and in Winnersh 500
	 
	2.2	 	In this paragraph 2 the proper proportion means (subject to Clause 6.8) the proportion which
the gross external area of the Building bears to the aggregate of that area and the gross
external area of the other buildings at Winnersh 500 (or any buildings replacing such
buildings)





Part 3




Costs of Additional Access





	1.	 	The Tenant shall pay to the Landlord on written demand the proper proportion of the costs
liabilities fees and expenses which the Landlord incurs or becomes liable to pay in connection
with:






	1.1	 	repairing maintaining cleaning renewing and resurfacing the Additional Access or
	 
	1.2	 	repairing maintaining replacing and operating any lighting of the Additional Access






	2.	 	In this Part 3 the proper proportion means (subject to clause 6.8) the proportion which the
gross external area of the Building bears to the aggregate of that area and the gross external
area of Building 535




45









 











SEVENTH SCHEDULE




Materials referred to in clause 4.18.2



The schedule annexed to this Lease and headed “The Seventh Schedule”




(       THE COMMON SEAL of SLOUGH




(       PROPERTIES LIMITED was




(       affixed to this deed in the




(       presence of:




Director /s/ [Illegible]




Secretary /s/ [Illegible]





46









 







FIRST SCHEDULE



BUILDING NO. 540

ESKDALE ROAD

WINNERSH TRIANGLE

WINNERSH



A two storey, office/production building measuring approximately, 18.25m (59’10”) by 31.52m
(103’5”) comprising at ground floor, office and production areas and first floor office, the whole
providing gross external areas of:-




	 	 	 	 	 
	Production Area
	 	364.96 m2	 	(3,928 sq.ft.)
	First Floor Office
	 	185.41m2	 	(1,996 sq. ft.)
	Ground Floor Office
	 	185.41 m2	 	(1,996 sq. ft)
	 
	 	 	 	 
	 
	 
	 	 	 	 
	Total
	 	735.78 m2	 	(7,920 sq. ft)






FOUNDATIONS



Mass concrete bases and trench fill foundations, to structural engineer’s design and specification.




FRAME



Steel frame of columns and beams all to structural engineer’s design and specification.




ROOF



Roof comprises profiled steel sheeting with light grey coloured plastisol finish and supported on
galvanised mild steel purlins and galvanized zed spacers. Internal roof lining of galvanised PVF2
coated profiled lining sheets, cavity between containing 80mm layer of rockwool insulation.



Rainwater is conducted away via insulated, galvanised pressed steel gutters discharging into
internal PVCu rainwater pipes connected to the below ground surface water drainage system.




EXTERNAL WALLS



Cavity wall construction of 103mm facing bricks and internal skin of 100mm blockwork finished fair
faced and emulsion painted within the production area with a partially filled cavity containing
65mm rockwool insulation held against inner skin. Internal faces of the external walls to offices
finished with plasterboard drylining with an emulsion paint finish.




Page 1









 







South (front) elevation comprises facing brick piers surmounted by facing brick parapet with PVF2
colour coated, galvanised steel copings and contains 4 No. full height panels of curtain walling
and 1 No. recessed full height entrance screen.



The curtain walling/window system has a self-draining thermally broken and pressure equalised
aluminum frame with an external coating of black powder coating with silver grey anolok 541
anodised cappings. The internal coatings being matt white polyester powder coat.



Double glazing within the curtain walling and windows consists of 6mm grey anti-sun outer pane,
12mm cavity and 6mm clear inner pane. Insulated look-a-like panels provided where vision not
required.



Curtain walling panels each have four top hung opening lights. The curtain walling and entrance
canopy are set within recesses and are provided with PVF2 coated galvanised steel brise solier over
the ground floor windows.



The full height entrance screen contains two opening lights, a matching three panel door complete
with polished stainless steel furniture, mortice lock and concealed bolts at head and foot. The
entrance screen also contains PVF2 coated letter plate inset within the glazing units. A stainless
steel, tubular framed feature panel is provided over the main entrance between brick piers left
ready to receive tenant’s signage.



East elevation contains three full height panels of curtain walling. One painted steel Henderson
Defender door set including butt hinges and push bar panic latch, one electrically operated
insulated sectional up and over loading door approximately 5m x 3.85m.



North elevation comprises cavity brickwork as previously described with feature brick walling. East
elevation comprises double block party wall.




EXTERNAL AREAS




	 	 	 	 	 
	South:

	 	-
	 	Car parking in concrete block paving for five cars.
	 

	 	-
	 	Landscaping incorporating shrubs and semi mature trees.
	 

	 	-
	 	Block paving footpaths.
	 
	 	 	 	 
	East:

	 	-
	 	2.4m high x 200mm diameter painted mild steel tubular
bollards with cranked tops to loading door reveals.
	 

	 	-
	 	Two retractable anti ram bollards to loading bay door.
	 

	 	-
	 	Remote landscaping incorporating shrubs and semi mature
trees.
	 

	 	-
	 	Car parking in concrete block paving for fourteen cars.






Page 2









 






INTERNAL




WALLS



Internal blockwork walls forming at ground floor level division between office/production areas and
staircase, disabled, male and female toilet accommodation and tea room and at first floor level,
staircase, male and female toilet accommodation and plant area.



Dividing wall between production and office areas is of two skins of 100mm blockwork, remaining
walls generally of 100mm blockwork.



General office areas and staircase are plasterboard drylined with emulsion paint finish. Toilet
accommodation and tea room plasterboard drylined with ceramic tile finish. First floor cleaners’
cupboard and plant room finished fair faced blockwork. All drylined walls provided with varnished
ash skirtings. External windows provided with Durapal laminate faced window boards.



Internal walls contain at ground floor level six and first floor level four flush faced ash
veneered semi solid core doors incorporating glazed vision panels to circulation areas. Fire doors
glazed with Georgian wired polished plated glass.



Ground and first floor staircase entrances incorporate staircase screen in solid ash with Georgian
wired polished plate glass. Doors complete with polished stainless steel door furniture, mortice
latches or locks, kicking plates, door signage and door closers as appropriate all set in solid ash
frames and architraves with clear varnished finish.




Toilet Accommodation




	 	 	 	 	 
	Ground Floor:

	 	2 No.
	 	WC suites.
	Male

	 	2 No.
	 	Hand basins.
	 

	 	2 No.
	 	Urinals.
	 
	 	 	 	 
	Ground Floor: Female

	 	2 No.
	 	WC suites.
	 

	 	2 No.
	 	Hand basins.
	Tea Room:

	 	1 No.
	 	Stainless steel single bowl, single drainer sink set in post
formed melamine worktop with base units under.
	 
	 	 	 	 
	Ground Floor:

	 	1 No.
	 	WC suite.
	 

	 	1 No.
	 	Hand basin.
	Disabled Toilet

	 	3 No.
	 	Fixed grab rails.
	 

	 	1 No.
	 	Retractable grab rail.
	 
	 	 	 	 
	First Floor:

	 	1 No.
	 	WC suite.
	Male Toilet

	 	1 No.
	 	Hand basin.
	 

	 	1 No.
	 	Urinal.
	 
	 	 	 	 
	First Floor:

	 	1 No.
	 	WC suite.






Page 3









 






	 	 	 	 	 
	Female Toilet

	 	1 No.
	 	Hand basin.





All sanitary fittings are white vitreous china (commercial standard) and provided with all taps,
plugs, chains and wastes and connected to hot and cold water supplies as necessary and connected to
the below ground foul drainage system. Mirrors provided over hand basins.




FLOORS



Ground floor to production area comprises of a powerfloated reinforced concrete floor to BRE medium
load classification incorporating proprietary anti-dust sealant.



Ground floor office of reinforced concrete floor designed for a uniformly distributed load of 6 KN
per m2 (120lb per sq. ft) with a raised access floor to PSA medium grade providing 150mm
clear void. Raised access floor finished with Esco Pallas Excel or similar carpet tiles.



First floor comprises of precast prestressed concrete planks designed for a superimposed load
excluding self weight of 3.5KN per m2 (70lb per sq. ft.). Office areas complete with
PSA medium grade raised access floor with 150mm clear void. Raised access floor finished with Esco
Pallas Excel or similar carpet tiles.



Toilet areas to ground and first floors finished with Polyflor Finesse vinyl floor covering.



Staircase and associated lobbies finished with carpet tiles to match general office areas and
incorporate non-slip safety nosings.



Matwell and Jaymart grimestopper mat inset provided to the main entrance lobby area.




CEILINGS



Ceiling to production area comprises underside of structural soffit to first floor offices.



Ceiling throughout remainder of offices, staircase and toilet accommodation comprises of 600mm x
600mm ceiling tiles. Rachter Systems Rafa Co-ordinate 9 Plain or similar tiles set in a micro look
exposed grid.




STAIRCASE



Staircase of precast reinforced concrete complete with polished stainless steel handrail. The
stairs are fitted with solid ash strings and skirtings with clear varnish finish to match remainder
of accommodation.




ELECTRICAL INSTALLATION




Lighting is provided as follows:-



Ground Floor Office:   19 No. Recessed fluorescent luminaires (1200mm x 600mm).




Page 4









 








	 	 	 	 	 
	Ground Floor Toilet

	 	5 No.
	 	Recessed compact fluorescent downlights.
	Accommodation

	 	 	 	Concealed fluorescent batten luminaires above mirrors and WC’s.
	Kitchenette & Lobby:
	 	 	 	 
	 

	 	2 No.
	 	Circular recessed fluorescent fittings with prism louvres.
	 
	 	 	 	 
	Production Area:

	 	9 No.
	 	Sodium boxed downlighters.
	 
	 	 	 	 
	Disabled Toilets:

	 	1 No.
	 	Shallow dome, wall mounted fluorescent fitting.
	 
	 	 	 	 
	Staircase &

	 	4 No.
	 	Recessed, compact, fluorescent downlights.
	Associated Lobbies:

	 	3 No.
	 	Wall mounted, feature, fluorescent fittings.
	 

	 	3 No.
	 	Recessed, circular, fluorescent luminaires.
	 
	 	 	 	 
	First Floor Toilet

	 	3 No.
	 	Compact fluorescent downlights
	Accommodation:

	 	2 No.
	 	Concealed fluorescent batten luminaires above WC’s.
	 
	 	 	 	 
	First Floor Office:

	 	22 No.
	 	1200mm x 600mm recessed fluorescent luminaires with V cross
blade low brightness louvres.
	 
	 	 	 	 
	External:

	 	3 No.
	 	Compact fluorescent downlights to canopy over entrance.
Tungsten floodlight over rear loading bay door.





Emergency lighting to office and production areas comprises of self contained emergency lighting unit installed to meet fire officers
requirements for an open plan office and production area.




Small power is provided as follows:-




	 	 	 	 	 
	Ground Floor Office:

	 	3 No.
	 	13A switched socket outlet.
	 
	 	 	 	 
	Ground Floor Toilet

Lobby:

	 	1 No.
	 	13A switched socket outlet.
	 
	 	 	 	 
	Kitchenette:

	 	1 No.
	 	13A twin switched socket outlet.
	 
	 	 	 	 
	Production Area:

	 	1 No.
	 	Surface mounted 13A twin switched socket outlet.
	 
	 	 	 	 
	Staircase and

	 	2 No.
	 	13A switched socket outlets.
	Associated Lobbies:
	 	 	 	 
	 
	 	 	 	 
	First Floor Office:

	 	3 No.
	 	13A switched socket outlets.
	 
	 	 	 	 
	Plant Room:

	 	1 No.
	 	Surface mounted 13A switched socket outlet.






Control and protection is provided by: -



A 200KVA electricity supply is provided complete with all necessary distribution equipment:




	 	 	 	 	 
	 

	 	1 No.
	 	400 A load switch (main incomer)
	 

	 	1 No.
	 	Dorman Smith switchgear load bank distribution board provided
with two 100A switches, a 32A switch for external lighting,
two 25A switches for fire alarm supply and heating and
ventilation control equipment.






Page 5









 






	 	 	 	 	 
	 

	 	1 No.
	 	Lighting and power distribution board for offices.
	 

	 	1 No.
	 	Distribution board for production area lighting and power.
	 

	 	1 No.
	 	External lighting DB stop and control panel.
	 

	 	1 No.
	 	Lighting contactors panel.





The installation is wired in PVC cable of reputable manufacture and encased in welded steel
screwed conduit and galvanised trunking fully complying with the present day good practise and the
regulation of the Institute of Electrical Engineers.




HEATING



Heating is provided to the offices, toilets, tea room, staircase and circulation areas by a low
pressure hot water system serving pressed metal radiators each complete with thermostatic radiator
controls.



A gas fired low pressure hot water boiler complete with twin wall insulated flue and all necessary
pumps, valves, thermostats and controls being located on the first floor plant area.




GAS INSTALLATION



An incoming metered and valved gas supply is provided serving boiler installation.




HOT WATER



Hot water is provided to all sanitary accommodation via a wall mounted Heatrae Sadia instantaneous
electric water heater. A further Heatrae Sadia ‘Handy’ water heater is provided within the
disabled toilet.




TELECOMMUNICATIONS



Incoming telephone duct is provided within the ground floor office left ready to receive tenant’s
installation.




VENTILATION



Toilet areas are ventilated to provide six air changes per hour.



Thermostatically controlled roof mounted extract fans installed to exhaust air from the first floor
office ceiling void to reduce void temperature build up at times of high solar gain through the
roof.




WATER INSTALLATION



Incoming water main to supply Authority’s meter. From the Authority’s meter the supply is
distributed within the building to serve drinking water points direct and sanitary appliances, from
a storage tank.




Page 6









 








FIRE ALARM INSTALLATION



A multi zone electronic fire alarm system incorporating break glass points at all exit doors and
electronic sounders installed to meet the Fire Officer’s requirements for an open plan office and
production area.





Page 7









 








The Seventh Schedule




CHEMICALS TO BE USED BY AZUR

ENVIRONMENTAL AT ITS UK FACILITY



The solvents which will be used by Azur Environmental for the purposes of research and development
will be those used by a typical life sciences laboratory and are most likely to be :



lower alcohols (methanol, ethanol, isopropanol)

toluene, xylene and related compounds

hydrochloric, sulphuric and nitric acids.



The maximum quantities of each held at any one time would not exceed two winchesters (2 x 2.5
litres) and all would be stored in compliance with existing fire and Health and Safety legislation,
eg. solvents would be stored in an approved fireproof cabinet.




A variety of dry chemicals will be
held but it is impossible to specify these except that they are unlikely to differ significantly
from those found in a standard life science laboratory. These will be stored and used in accordance
with current Health and Safety legislation.



No hazardous or unusual chemicals will be used in Manufacturing.



All chemicals will be disposed of in accordance with recommended practice.



A safety adviser with many years experience is being appointed to ensure compliance with current
legislation.





 









 







	 	 	 	 	 
	DATED
	 	27th September
	 	2001






AZUR ENVIRONMENTAL LIMITED




- and -




MICROSCIENCE LIMITED



 



ASSIGNMENT OF LEASE



540 Eskdale Road Winnersh Triangle

Wokingham Berkshire



 




SHADBOLT & CO

Reigate




 









 







THIS ASSIGNMENT is made the 27th day of September 2001




BETWEEN:





	(1)	 	AZUR ENVIRONMENTAL LIMITED (Company Registration no 2538199) whose registered office is at
540/545 Eskdale Road Winnersh Triangle Wokingham Berkshire RG41 5TU (‘the Assignor);
	 
	(2)	 	MICROSCIENCE LIMITED (Company Registration no 03270465) whose registered office is at 545
Eskdale Road Winnersh Triangle Wokingham RG41 5TU (‘the Assignee’)





WHEREAS





	(1)	 	Lease or underlease
	 
	 	 	By a lease particulars of which are set out in the first schedule (‘the Lease’) the property
more particularly described in the Lease the postal address of which is set out in the
second schedule (‘the Property’) was demised to the Assignor for the term of years and at
the yearly rent set out in the first schedule subject to the performance and observance of
the covenants on the part of the Assignor and the conditions contained in the Lease and
subject to and with the benefit of the document particulars of which are set out in the
Third Schedule (“the documents”).
	 
	(2)	 	Agreement for sale
	 
	 	 	The Assignor has agreed with the Assignee in consideration of the covenant on the part of
the Assignee contained below for the assignment to the Assignee of the Property for the
residue of the term granted by the Lease subject to and with the benefit of the documents.




NOW THIS DEED WITNESSES as follows:





	1.	 	Assignment
	 
	 	 	In pursuance of the above agreement and in consideration of the covenant on the part of the
Assignee contained below the Assignor with full title guarantee assigns to the Assignee ALL
THAT the Property TO HOLD the Property to the Assignee for the residue now unexpired of the
term of years granted by the Lease SUBJECT henceforth to the payment of the rent reserved by
and the performance and observance of the covenants and agreements on the part of the lessee
and the conditions contained in the Lease and the documents.
	 
	2.	 	Covenant for indemnity
	 
	 	 	The Assignee covenants with the Assignor that it and its successors in title to the Property
will during the continuance of the term granted by the Lease




2









 












	 	 	pay the rent reserved by and perform and observe covenants conditions restrictions
stipulations and other matters contained or referred to in the Lease and the documents and
will keep the Assignor indemnified against all proceedings costs claims and expenses
whatsoever on account of any omission to pay the rent reserved by or any breach of any of
the covenants agreements and conditions contained in the Lease and in the documents.
	 
	3.	 	Covenants for title
	 
	 	 	It is hereby agreed and declared between the Assignor and the Assignee that the covenants
implied by section 4 of the Law of Property (Miscellaneous Provisions) Act 1994 shall be
varied so that the Assignor shall be under no liability for any failure to carry out any
works of repair renewal or decoration to the Property or for any other works required under
the lease when ever those works are due to be carried out.
	 
	4.	 	Rights of public record
	 
	 	 	It is further agreed and declared between the Assignor and the Assignee that for the
purposes of section 6(2) Law of Property (Miscellaneous Provisions) Act 1994, all matters
now recorded in registers open to public inspection are to be considered with in the actual
knowledge of the Assignee.
	 
	5.	 	Contracts (Rights of Third Parties) Act 1999
	 
	 	 	It is not intended that any term of this deed shall be enforceable pursuant to the Contracts
(Rights of Third Parties) Act 1999.
	 
	6.	 	Certificate of value
	 
	 	 	It is hereby certified that the transaction hereby effected does not form part of a larger
transaction or of a series of transactions in respect of which the amount or value of the
aggregate amount or value of the consideration exceeds the sum of £60,000.




IN WITNESS of which this assignment has been executed as a deed and has been delivered on the date
first written above



FIRST SCHEDULE



Particulars of the Lease



13 December 1996 : Slough Properties Limited (1) and the Assignor (2)




3









 







SECOND SCHEDULE



Postal address of the Property



540 Eskdale Road Winnersh Wokingham Berkshire




THIRD SCHEDULE




The documents




	 	 	 	 	 
	Date

	 	Document
	 	Parties
	 
	 	 	 	 
	13 December 1996

	 	Licence for Alterations
	 	Slough Estates Limited (1)
	 

	 	 	 	and the Assignor (2)






4









 






	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 
	AZUR ENVIRONMENTAL LIMITED

	 	 	)	 	 	 
	Acting by two directors or a director

	 	 	)	 	 	 
	and the company secretary

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Director /s/ [Illegible]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Secretary /s/ [Illegible]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	For and on behalf of
	 

	 	 	 	 	 	MAWLAW SECRETARIES LTD
	 
	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 
	MICROSCIENCE LIMITED

	 	 	)	 	 	 
	Acting by two directors or a director

	 	 	)	 	 	 
	and the company secretary

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Director /s/ [Illegible]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Director/Secretary /s/ Jonathan RHH Pockson







5