THIS DEED is made the BETWEEN: (1) SPORTS
day of
2007
(BOOKMAKERS)
LIMITED
(Company Number: Barking
2354409) Essex
whose
registered office is at Glebe House Vicarage Drive ("the Tenant") (2)
IG11 7NS
HILLWAY HOLDINGS LIMITED (a company registered in the British Virgin Islands Number: 599638) whose registered office is at c/o Littlestone Martin Glenton of 2 Fitzhardinge Street London W1H 6EE ("the Landlord")
1.
In this Deed where the context so requires or admits the following expressions shall have the meanings set opposite them:"Demised Premises" Unit 1 and 2 Ground Floor 127 Kilburn High Road Kilburn London NW6 "Landlord" includes any other person or persons for the time being entitled to the reversion immediately expectant on the Term "Lease" the Lease dated 11 April 2006 and made between the Landlord (1) and the Tenant (2) in respect of the Demised Premises "Lease monies" the rents and all other monies payable by the Assignee under the Lease "Assignee" Coral Estates Limited (Company Number 726729) whose registered office is at Glebe House Vicarage Drive Barking Essex IG11 7NS "Term" the term granted by the Lease
2.
The Tenant hereby covenants with and guarantees to the Landlord as principal debtor that until the determination of the Lease or (if earlier) the Assignee ceases to be liable to the Landlord in accordance with the provisions of the Landlord and Tenant (Covenants) Act 1995:-
2.1
the Assignee will pay the Lease monies at the respective times and in manner appointed for payment in the Lease and will fully observe and perform the covenants agreements and stipulations on the part of the lessee contained in the Lease; and
0651579d-5ef8-4c7c-a4c2-a672686f3c61.doc
2.2
the Tenant will pay and make good to the Landlord all losses and costs and expenses sustained by the Landlord as a result of any default in respect of the matters mentioned in clause 2.1 above
3.
It is hereby agreed that the Tenant's liability shall not be discharged lessened or in any way affected by any neglect or forbearance of the Landlord in endeavouring to obtain payment of the Lease monies as and when the same become due or by any delay in taking steps to enforce performance or observance of the said covenants agreements and stipulations on the part of the Assignee or by any time indulgence or other concession which may be given by the Landlord to the Assignee or (subject to s18 Landlord and Tenant (Covenants) Act 1995) by any variation of or any agreement or determination pursuant to the terms of the Lease or by any disclaimer of the Lease or by any other act or thing whereby (but for this clause) the Tenant's liability may have been discharged lessened or otherwise affected and the Tenant shall at the request of the Landlord join in and give its consent to the terms of any licence consent variation or other document that may be entered into by the Assignee in connection with the Lease
4.
The Tenant hereby further covenants with the Landlord that if (prior to any lawful assignment by the Assignee of the Lease) the Lease is disclaimed then the Landlord may within three months after any such disclaimer by notice in writing require the Tenant to accept a new lease of the Demised Premises for a term equivalent to the residue which if there had been no disclaimer would have remained of the Term granted at the same rent and subject to the like covenants and conditions as are reserved and contained in the Lease (the said new lease and the rights and liabilities under it to take effect as from the date of such disclaimer) and in such case the Tenant shall pay the Landlord's proper and reasonable costs of the preparation and granting of such new lease and shall accept such new lease accordingly and will execute and deliver to the Landlord a counterpart of it
5.
If the Landlord does not require the Tenant to take a new lease of the Demised Premises pursuant to clause 4 of this Deed the Tenant will nevertheless on demand -20651579d-5ef8-4c7c-a4c2-a672686f3c61.doc
pay to the Landlord a sum equal to the Lease monies that would have been payable but for the disclaimer during the shorter of the period of six months from and including the date of the disclaimer and the Demised Premises being relet 6. 6.1 Notwithstanding any of the foregoing provisions the Tenant:shall not be required to guarantee in any way the liability for the covenants and other terms of the Lease of any person other than the Assignee; and 6.2 shall not be subject to any liability restriction or other requirement (of whatever nature) in relation to any time after the Assignee is by law released from the covenants and other terms of the Lease 7. If any provision of this Deed or its application to any person or circumstances is void or unenforceable then such provision or its application to such person or circumstances shall be severed from this Deed so that the validity of the remainder of this Deed and the application of such provision to the persons or circumstances shall not be affected by such severance 8. No person other than a contracting party may enforce any provision of this Deed by virtue of the Contracts (Rights of Third Parties) Act 1999 9. This Deed shall be governed by and interpreted in accordance with English Law and the parties hereto irrevocably submit to the jurisdiction of the English Courts 10. This document shall be treated as having been executed and delivered as a deed only upon being dated IN WITNESS of the above the parties have executed this deed and delivered it upon dating it
SIGNED AS A DEED by HILLWAY HOLDINGS LIMITED acting by:-
) ) Director Director/Secretary
-3-
0651579d-5ef8-4c7c-a4c2-a672686f3c61.doc
DATED
2007
AUTHORISED GUARANTEE AGREEMENT relating to Unit 1 and 2 Ground Floor 127 Kilburn High Road Kilburn London NW6 (1) SPORTS (BOOKMAKERS) LIMITED (2) HILLWAY HOLDINGS LIMITED
Kingsley Napley Knights Quarter 14 St John's Lane London EC1M 4AJ Tel: 020 7814 1200 Ref: (41600-0012)0003BSO.BSO.DOC Date Printed: 12 August 2009