Private & Confidential

Sample RPT

DATED 20

The Landlord (1)

and

The Publican(s) (2)

and

The Guarantor(s) (3)

RETAIL PARTNERSHIP TENANCY – [UP TO

5] YEARS

Property: [OUTLET NAME & FULL

ADDRESS]

Term: [X] Years commencing on [XX XX

XXXX]

Sample

Sample RPT

CONTENTS

Clause Heading Page

THE SUMMARY Your Tenancy Terms at a Glance ............................................1

SECTION 1 How to Interpret this tenancy .....................................................6

1 Meanings of Words and Phrases ..................................................................6

2 Explaining this Document ....................................................................... 13

SECTION 2 The Letting and Payments ........................................................ 15

3 Letting ............................................................................................. 15

4 Your Payments ................................................................................... 15

5 Deposit ............................................................................................ 15

6 Outgoings ......................................................................................... 16

7 Interest ............................................................................................ 16

8 Costs ............................................................................................... 16

9 Settlement of Debts ............................................................................. 16

10 VAT ................................................................................................. 16

11 New Tenancy ..................................................................................... 17

12 Compensation .................................................................................... 17

SECTION 3 Rent Review ......................................................................... 18

13 Index Reviews .................................................................................... 18

SECTION 4 Your Purchasing Obligations ..................................................... 19

14 Introduction ...................................................................................... 19

15 Purchase of Drinks ............................................................................... 19

16 Supply by Us ...................................................................................... 19

17 Leisure Machines ................................................................................. 19

18 Review of Tie Release Fees .................................................................... 20

SECTION 5 Running the Business .............................................................. 21

19 Conduct of Business ............................................................................. 21

20 Accounts and Stocktaking....................................................................... 23

21 Employees ........................................................................................ 24

22 Licences ........................................................................................... 24

23 Signs ............................................................................................... 25

24 Use ................................................................................................. 25

25 Trade Inventory .................................................................................. 26

26 Stock ............................................................................................... 26

27 Condition of Stock and Trade Inventory ...................................................... 26

SECTION 6 Taking Care of the Property ...................................................... 27

28 Your Repairing Obligations ..................................................................... 27

29 Decoration Fund ................................................................................. 27

30 Remedying Breach ............................................................................... 28

31 Our Repairing Obligations ...................................................................... 29

32 Maintenance and Compliance Services ....................................................... 29

33 Decoration and Cleaning ........................................................................ 30

34 Alterations ........................................................................................ 31

35 Standard of Your works ......................................................................... 31

36 Environmental Matters .......................................................................... 31

SECTION 7 Insurance ............................................................................ 33

37 Our Insurance Obligations ...................................................................... 33

38 Your Insurance Obligations ..................................................................... 33

39 Rent Suspension and Termination following damage ....................................... 34

SECTION 8 Dealing with Your Tenancy ....................................................... 35

40 Sharing Occupation, Transfer, Underletting and Charging................................. 35

SECTION 9 The Guarantee ...................................................................... 36

41 Guarantor’s Commitments ..................................................................... 36

Sample

Sample RPT

42

Guarantor’s liability ............................................................................. 36

43 Replacement Guarantor ........................................................................ 37

SECTION 10 Ending the Tenancy ................................................................ 38

44 Right to end the Tenancy ....................................................................... 38

45 End of the Tenancy .............................................................................. 38

46 Re-Entry ........................................................................................... 39

SECTION 11 General Provisions ................................................................. 40

47 Notices ............................................................................................ 40

48

Third Parties ...................................................................................... 40

49

Entire Agreement ................................................................................ 40

50

Data Protection .................................................................................. 41

51

Professional Advice .............................................................................. 41

52 Exclusion of Security of Tenure ................................................................ 41

Schedule 1

.......................................................................................... 43

A. Title Matters ....................................................................................... 43

B. Our Rights Over the Property ................................................................ 43

C. Our Access to the Property ................................................................... 44

D. Undertenancy Obligations ...................................................................... 45

Schedule 2

.......................................................................................... 47

Additional Repairs

.................................................................................. 47

Sample

Sample RPT

#8000771

SUMMARY

Your Tenancy Terms at a Glance

1

DATE

[XX XX XXXX]

2

PROPERTY

[OUTLET NAME & FULL ADDRESS] which is registered

at the Land Registry under title number [Title

Number] [and edged red on the attached Plan]. The

Property is described in more detail in clause 1

(Meaning of Words and Phrases)

3

PARTIES

3.1

Landlord

[Legal Owner Name] incorporated in England and

Wales with company number [Legal Owner Reg No]

and registered office at 3 Monkspath Hall Road,

Solihull, West Midlands, B90 4SJ (“We/Us/Our”)

3.2

Tenant

[Publican Full Name & Address]

Or

[Publican Ltd Co Name]

incorporated in England and Wales with company

number [Publican Ltd Co Reg No] and registered

office at [Publican Ltd Co Registered Address]

(“You/Your”)

3.3

Guarantor

[Guarantor 1 Name] of [Guarantor 1 Address]

and

[Guarantor 2 Name] of [Guarantor 2 Address]

(“Your Guarantor”)

4

LENGTH OF TENANCY

4.1

Term of tenancy

The period of Your tenancy term is [Written Format]

years starting on the [XX XX XXXX]. You do not have

a statutory right to renew this tenancy.

Sample

Sample RPT 2

4.2

Right to end Tenancy

If You comply with the terms of clause 44 (Right to

end the Tenancy) You may bring this tenancy to an

end at any time by giving Us six calendar months'

notice. We may end this tenancy under clause 44 if

any of Your purchasing obligations become (or will

become) unenforceable.

5

YOUR PAYMENTS

5.1

(a) Rent

Your initial rent is £RENT IN FIGURES (RENT IN

WORDS) per annum plus VAT

(b) Rent

Concessions

From the Commencement Date until [XX XX XXXX]

We will reduce Your rent to £XXXXX per annum.

[None]

5.2

Indexation Review

Where this tenancy is for a term of more than one

year, We will review the Rent each year by reference

to the Index and details on how We will do this are

set out in Clause 13 (Index Reviews). Your First

Review Date will be on [XX XX XXXX].

[Not applicable] if 1 year RPT

5.3

Service Charge

You must pay service charges as follows:

Maintenance Service Charge: £[XXXXX] per annum

plus VAT

Cellar Cooling Only: £[XXXXXX] per annum plus VAT

Heating and Boiler Only: £[XXXXX] per annum plus

VAT

Health and Safety Compliance Service Charge:

£[XXXXX] per annum plus VAT

Accountancy and Stocktaking Service Charge:

£[XXXXX] per annum plus VAT

Further information on service charge is set out in

clauses 32 (Maintenance and Compliance Services)

and 20 (Accounts and Stocktaking).

5.4

Insurance Rent

You must pay Us the cost that We spend in insuring

the Property described in clause 37 (Our Insurance

Obligations).

Sample

Sample RPT 3

5.5

Deposit

Your deposit will be £[XXXXX] and We may ask You to

increase this sum under the terms of clause 5

(Deposit). You must pay Us the deposit when You

enter into this tenancy.

5.6

Decoration Fund

You must pay £[XXXXX] plus VAT per annum to be put

towards Your decorating obligations and this will be

applied and reviewed as set out in Clause 29

(Decoration Fund).

5.7

Tie Release Fees

The fees payable for releasing the tie in relation to

various Free of Tie Drinks, as set out in clause 6.2 of

this Summary.

6

YOUR PURCHASING OBLIGATIONS

6.1

Tie

You must purchase all Tied Drinks from Us (or Our

Nominated Supplier) except for the Free of Tie Drinks

set out below in return for paying Us the relevant Tie

Release Fee.

6.2

Free of Tie Drinks

We have agreed to exclude from Your obligations to

purchase the Tied Drinks the types of drinks set out

below and in return You have agreed to pay Us the

relevant Tie Release Fees set out below:

Type of Drink Tie Release Fee

One Guest Cask Conditioned

Beer £[XXXX] per annum

[Packaged Beer £[XXXX] per annum]

[Packaged Cider £[XXXX] per annum]

[Wines £[XXXX] per annum]

[Spirits £[XXXX] per annum]

[Minerals £[XXXX] per annum]

[Flavoured Alcoholic Beverages £[XXXX] per annum]

[We will review each Tie Release Fee annually by

reference to the Index as described in clause 18

(Review of Tie Release Fees).]

[You have chosen not to opt out of any of Your

purchasing obligations so there are no Free of Tie

Drinks available to You.]

6.3

Volume Target

From the Commencement Date until [DATE] (for steps

only) You need to purchase and receive delivery of a

Sample

Sample RPT 4

minimum of [XX (also in words)] Barrels of Qualifying

Drinks from Us (or Our Nominated Supplier) for

dispense at the Property before You receive the

benefit of the Incentive Discount described below.

This is explained further in clause 15 (Purchase of

Drinks).

6.4

Incentive Discount

An additional discount of £[XXXX] per Barrel of

Qualifying Drinks in addition to any other applicable

off-invoice discounts in Our Price List.

7

DEALING WITH YOUR TENANCY

7.1

Transfer and

Underletting

You may not transfer this tenancy or underlet the

Property.

7.2

Mortgages

You may not mortgage this tenancy or the trade

inventory.

8

TAKING CARE OF THE PROPERTY

8.1

Repair

You must repair the interior of the Property and carry

out your obligations contained in clause 28 (Your

Repairing Obligations).

8.2

Alterations

You may carry out non-structural alterations with Our

prior permission, but must comply with the conditions

in clause 34 (Alterations).

8.3

Initial Decoration Year

You must decorate the Property in the [Written

Format] year of the Term and again as described in

clause 33 (Decoration and Cleaning).

8.4

[Additional Repairs

You must carry out the Additional Repairs as

described in Schedule 2 (Additional Repairs)]

9

RUNNING THE BUSINESS

9.1

Permitted Use

You may use the Property only for the business of a

public house with the ancillary uses defined in clause

Sample

Sample RPT 5

1 (Meanings of Words & Phrases) under the heading

“Permitted Use”.

9.2

Business

You must operate the Business efficiently and keep

the Property open for trade during the hours We

agree with You. Further detail is set out in clause 19

(Conduct of Business).

9.3

Licences

You must hold the Premises Licence and comply with

all relevant laws in relation to the Business.

This is a summary only of Your main obligations in this tenancy; please refer to the

tenancy for further detail. More detailed definitions are set out in clause 1 (Meanings

of Words and Phrases)

Sample

Sample RPT 6

SECTION 1

How to Interpret this tenancy

1 Meanings of Words and Phrases

In this tenancy the following terms have these meanings:

1.1 “Accountant” means a suitably qualified third party accountant who we nominate

from time to time to supply the Accountancy Services to You.

1.2 “Accountancy and Stocktaking Service Charge” means the sum payable under

clause 20 (Accounts and Stocktaking) for the provision of the Accountancy

Services and Stocktaking Services and the amount payable is set out in clause 5.3

of the Summary.

1.3 “Accountancy Services” means the following accountancy services supplied by

the Accountant:

(a) quarterly management accounts throughout the Term including profit and

loss, overhead analysis, balance sheet and schedule of drawings; and

(b) commentary on performance (highlighting cost savings and profit

opportunities); and

(c) quarterly VAT returns (for the same quarters as the management

accounts); and

(d) production of year end accounts; and

(e) two visits to the Premises each year to carry out a financial review and

provide support and advice.

1.4 “Adjoining Property” means any neighbouring or adjoining land owned or

occupied by Us (or a company or individual connected with Us).

1.5 “Barrel” means 288 pints however packaged.

1.6 “Base Rate” means the base rate from time to time of Bank of England or any

other bank We may choose from time to time.

1.7 “Beer” means any beer including ale, stout, porter, lager, rice beer, wheat beer,

ice beer, fruit beer, pre-mixed beer drinks and malt beer however it is produced,

brewed, fermented, distilled or packaged.

1.8 “Business” means the business conducted from the Property of the retail sale of

alcoholic and non-alcoholic drinks, refreshment and food for consumption on and

off the Property with or without ancillary bed and breakfast and any other

ancillary uses approved by Us and authorised by a planning permission.

1.9 “Cask Conditioned Beer” means Beer which is conditioned and undergoes

fermentation in the container from which it is served for consumption.

1.10 “Cider” means any alcoholic drink (including perry) made solely or mainly from

the juice of crushed apples or other fruit and pre-mixed cider drinks, however, it

Sample

Sample RPT 7

is produced, brewed, fermented, distilled or packaged.

1.11 “Commencement Date” means the start date of the tenancy set out in clause 4.1

of the Summary.

1.12 “Contractual Term” means the term of years first granted by this tenancy as set

out in clause 4.1 of the Summary.

1.13 “Energy Saving Agreement” means a tenancy or occupational agreement

permitting the installation on the Property of micro generation or energy saving

equipment.

1.14 “Fixtures and Fittings” means all fixtures, fittings, plant, machinery and

equipment in or on the Property from time to time including by way of example

bar servery, back fittings, counters, boilers, Pipes, and equipment relating to

heating, ventilation and air conditioning and the provision of hot and cold water,

cellar cooling system, pumps, septic tanks, sprinkler systems, sanitary ware,

electrical installation (except interior light fittings), tiles and similar fixed surface

coverings, external lighting and signage, lifts and hoists, and any other fixtures,

fittings or equipment in or on the Property which do not form part of the Trade

Inventory.

1.15 “Flavoured Alcoholic Beverages” means current or future flavoured alcoholic

beverages or other flavoured alcoholic substances however they are produced,

brewed, fermented, distilled or packaged falling within one or more of the

following categories:

(a) spirit mixed drinks or substances (being pre-mixed spirits-based drinks or

substances or made by the addition of a spirit to a non-alcoholic base);

(b) wine mixed drinks or substances (being pre-mixed wine-based drinks or

substances or made by the addition of a wine to a non-alcoholic base);

and/or

(c) alcoholic carbonates (where a potable alcohol produced by fermentation or

distillation is added to a carbonated flavoured base (often including fruit

juice)).

1.16 “Flow Monitoring Equipment” means flow monitoring equipment installed from

time to time at the Property to measure the dispense of drinks together with all

ancillary equipment necessary to operate that equipment.

1.17 “Free of Tie Drinks” the drinks which You have chosen to exclude from the Tied

Drinks (subject to payment of the relevant Tie Release Fee) as set out in clause

6.2 of the Summary.

1.18 “Guest Cask Conditioned Beer” means a single draught Cask Conditioned Beer

which is produced at a brewery located within a 20 mile radius of the Property by

a brewer who is a member of the Society of Independent Brewers and such beer

may be dispensed from the Property by one hand pump only.

1.19 “Health and Safety Compliance Services” means the carrying out and provision

at the Property of all statutory examination and testing but not remedial works

(unless they fall within our obligations) required by applicable legislation and

regulations in respect of portable appliance testing, fire safety and health and

Sample

Sample RPT 8

safety.

1.20 “Health and Safety Compliance Service Charge” means the sum payable under

clause 32 (Maintenance and Compliance Services) for the Health and Safety

Compliance Services, and the amount is set out in clause 5.3 of the Summary.

1.21 “Health and Safety Compliance Service Costs” means the expenses and

outgoings We incur in providing the Health and Safety Compliance Services in each

year of the Term.

1.22 “Incentive Year” means each year of the Term the first Incentive Year

commencing on the Commencement Date and each subsequent Incentive Year

commencing on each anniversary of the Commencement Date or such other 12

month period as We may notify to You in writing.

1.23 “Index” means the All Items Index of Retail Prices published by the Office of

National Statistics or any other appropriate index which We nominate if the Index

ceases to exist.

1.24 “Index Review Date” the First Review Date set out in clause 5.2 of the Summary

and each anniversary of that date.

1.25 “Insolvent” means:

(a) in the case of an individual, if a receiver or trustee in bankruptcy is

appointed;

(b) in the case of a company or partnership, if a receiver, liquidator or

administrator is appointed or a resolution is made for the appointment

(but not a voluntary liquidation by a solvent company provided that the

Premises Licence is transferred to the new corporate body prior to the

liquidation) or a statutory moratorium applies to it; and

(c) in all cases:

(i) where the company or individual enters into or resolves to enter into

a voluntary arrangement with creditors; or

(ii) allows possession to be taken of goods (including Stock or Trade

Inventory) at the Property.

1.26 “Insurance Rent” means the amount which We fairly attribute to the Property to

cover the sum that We from time to time pay, incur, assume by way of insurance

premiums or charges:

(a) for insuring the Property in accordance with Our obligations in this

tenancy; and

(b) for insuring in such amounts as We consider appropriate against liability to

You and/or third parties in connection with the Property and/or the

Business; and

(c) pursuant to Our insurance obligations in any Superior Lease; and

(d) for offering (if We wish) a reduction in the fee charged to You in the event

Sample

Sample RPT 9

that We have to make a claim under any insurance policy; and

(e) for accepting Your payment of the amount referred to in this definition in

instalments.

1.27 “Insured Risks” means:

(a) loss or damage by fire, lightning, explosion, aircraft (including articles

falling or dropped from aircraft), riot, civil commotion, malicious persons,

earthquake, storm, tempest, flood, bursting and over-flowing of water

pipes tanks and other apparatus and impact by road and/or other vehicles;

and

(b) loss of rent for a period of two years (including an estimate for increasing

rent) or such other period as We consider appropriate; and

(c) the cost of demolition, site clearance, the removal and disposal of debris

and architects’ surveyors’ and other professional fees and other expenses

that We consider necessary for rebuilding or reinstating; and

(d) such other risks as We reasonably choose to insure against.

1.28 “Interest” means interest at 4% above the Base Rate (both before and after

judgment) calculated on a daily basis from the date on which interest becomes

payable to the date on which payment is made.

1.29 “Inventory Sale Price” means the sale value of the Trade Inventory at the date of

the sale. If You and We cannot agree upon a price, the matter will be referred at

Your cost for determination to an independent valuer experienced in this type of

valuation.

1.30 “Leisure Machines” means:

(a) any mechanical, electrical or electronic (or any combination thereof)

device or other amusement or gaming machine; or

(b) any pay-to-play sound production or visual production or projection

apparatus; or

(c) any other machine, device or apparatus for playing any game of

amusement, skill or chance (including, for the avoidance of doubt, pool

tables); or

(d) any machine for supplying, selling or dispensing cash, goods or services; or

(e) any terminal, including for the avoidance of doubt:

(i) any pay-to-play game machine or terminal, whether it is operated

by, or payment is by way of, coins, tokens or any other means of

payment and whether or not it is able to dispense rewards or prizes

in whatever form; and

(ii) any software associated with the operation of any such machine,

device or apparatus;

Sample

Sample RPT 10

but not including any machine, device or terminal which is exclusively for

domestic use in any private living accommodation at the Property.

1.31 “Licences” means all licences, permissions, certificates and consents required for

the Business to be lawfully conducted from the Property including:

(a) a Premises Licence and all necessary Personal Licences for those

conducting Licensable Activities at the Property; and

(b) any other licences, permissions, certificates and consents which We

reasonably believe are necessary to maximise the Business (including

consents required for any Leisure Machines on the Property).

1.32 “Maintenance Service Charge” the sum payable under clause 32 (Maintenance

and Compliance Services) in relation to Maintenance Services, and the amount is

set out in clause 5.3 of the Summary.

1.33 “Maintenance Service Costs” means the expenses and outgoings We incur in

providing the Maintenance Services in each year of the Term.

1.34 “Maintenance Services” means the carrying out and provision at the Property of

all planned maintenance and repairs of the heating system (including boiler

radiators pipework pumps time controls and thermostats) and cellar cooling

system.

1.35 “Minerals” means non-alcoholic drinks of all types whether draught or packaged,

including the items categorised in Our Price List as fruit juices, juice drinks,

mixers, soft drinks, colas, waters, cordials and carbonates.

1.36 “Nominated Supplier(s)” means any one or more third party suppliers that We

choose to use.

1.37 “Our Price List” means Our current price list (or where applicable the current

price list of any of Our Nominated Suppliers) a copy of which We have given to

You and which We may update from time to time.

1.38 “Packaged Beer” means any Beer which is not dispensed by draught (however it is

packaged).

1.39 “Packaged Cider” means any Cider which is not dispensed by draught (however it

is packaged).

1.40 “Permitted Use” means use as a public house within Class A4 of the Town and

Country Planning (Use Classes) Order 1987 (as amended), with or without the

ancillary service of food and/or ancillary bed and breakfast accommodation, or

with any other ancillary use for which We have granted consent (subject in all

cases to You having the necessary statutory consents). You may not use the

Property primarily as a restaurant. You may use the residential parts of the

Property as a domestic dwelling (as set out in clause 40 (Sharing Occupation,

Transfer, and Charging)).

1.41 “Pipes” means any sewers, vents, drains, pipes, wires, cables, ducts, gutters,

down pipes, fibres and any other conducting media including ancillary plant and

equipment which are in, over or under the Property now or at any time during the

Term.

Sample

Sample RPT 11

1.42 “Property” means the whole of the land and buildings (or any part of it)

described in clause 2 of the Summary including all additions, improvements,

Fixtures and Fittings and Pipes, but excluding the airspace above the land and

buildings.

1.43 “Qualifying Drinks” means such Beer and/or Cider as are (in both cases)

identified in Our Price List as qualifying for the Incentive Discount, and/or any

Flavoured Alcoholic Beverages.

1.44 “Relevant Variation” means a variation which is a ‘relevant variation’ under

s.18(4) Landlord and Tenant (Covenants) Act 1995 or which is more onerous upon

You than the provision it replaces.

1.45 “Rent” means as set out in clause 5.1 of the Summary and “Rents” means any

sum payable to Us under the terms of this tenancy.

1.46 “Rent Concessions” means the rent concessions set out in clause 5.1(b) of the

Summary (if any).

1.47 “Rent Days” means the first day of each calendar month (or any other date as We

may request).

1.48 “Restricted Person” means a brewer or wholesaler of beer or a company or

person that owns or operates more than ten licensed premises, or a company or

person that is connected to the type of company described in this definition.

1.49 “Spirits” means all distilled alcoholic beverages of any type including all types of

vodka, whisky, rum, brandy, bourbon, gin, cognac, tequila, sambuca, schnapps,

shooters, liqueurs, de Kuyper, sherry, Madeira, port, aperitifs, vermouth and any

other types of spirits listed in Our Price List including those listed under the

headings “specialities” and “other products”.

1.50 “Statutory Obligations” means any obligations or restrictions relating to the

Property, its occupation or use which are imposed by any existing or future

statute, statutory instrument, regulation, industry code of practice, order, notice

or the requirements of any competent authority or court (and including all

applicable European Union legislation or directives).

1.51 “Stock” means all sound and saleable stock at the Property at the relevant date

including all drinks, food, tobacco and other items for resale, returnable

containers, fuel, cleaning materials, household disposables, glassware, cutlery

and crockery.

1.52 “Stock Sale Price" means the sale value of the Stock. If We cannot agree upon a

price, the matter will be referred at Your cost for determination to an

independent valuer experienced in this type of valuation.

1.53 “Stocktaker” means a suitably qualified third party stocktaker nominated by Us to

provide the Stocktaking Services to You.

1.54 “Stocktaking Services” means stocktaking services supplied by the Stocktaker.

1.55 “Stocktaking Service Costs” means the expenses and outgoings we incur in

providing the Stocktaking Services in each year of the Term.

Sample

Sample RPT 12

1.56 “Summary” means the summary at the front of this tenancy.

1.57 “Superior Lease” means any lease referred to in Part A of Schedule 1 or any other

leases of the Property (or any part thereof) superior to this tenancy and any

landlord under such leases shall be referred to as the Superior Landlord.

1.58 “Supplemental Documents” means any side letters, agreements, the offer letter,

Our Price List, agreements relating to Leisure Machines (if applicable) and any

other documents that We have entered into with You which are supplemental to

this tenancy and any other documentation signed by Us and You which amend the

terms of this tenancy.

1.59 “Telecom Agreement” means any existing or future agreement, licence or lease

that We have entered into or may enter into with a Telecom Operator relating to

the installation and use of Telecom Apparatus at the Property and/or within the

air space above the Property.

1.60 “Telecom Apparatus” means telecom apparatus as defined in the

Telecommunications Act 1984 as updated by the Communications Act 2003 and

may include microcellular antenna dishes, masts, cabinets, cables, ducts and

power supplies, as required by the Telecom Operator, plus any replacement,

renewal or upgrading of the apparatus, and ancillary equipment.

1.61 “Telecom Operator” means any person, company or body providing or procuring

the provision of any telecommunication services or facilities.

1.62 “Telecom Site” means so much of the Property required by the Telecom Operator

for housing any Telecom Apparatus comprised in (or to be comprised in) a

Telecom Agreement as detailed in a plan to be supplied by the Telecom Operator

to You from time to time.

1.63 “Term” the length of term set out in clause 4.1 of the Summary.

1.64 “Tie Release Fee” means the relevant fee for each of the Free of Tie Drinks set

out in clause 6.2 of the Summary or any revised Tie Release Fee following a

review under clause 18 (Review of Tie Release Fees). The Tie Release Fee will

be payable monthly.

1.65 “Tied Drinks” means all drinks (whether packaged or not) represented by the

types set out on Our Price List other than any Free of Tie Drinks.

1.66 “Trade Inventory” all loose trade fittings, furniture, equipment and other articles

on the Property available for Your use in connection with the Business, including

any additional items that You have acquired for the Business during the Term.

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

1.68 “Volume Target” means the volume target specified in the Summary.

1.69 “Wines” means still and sparking alcoholic drinks made from fermented grapes or

other fruits (including those drinks listed as “wines” under Our Price List) however

packaged and including champagnes.

Sample

Sample RPT 13

2 Explaining this Document

2.1 When interpreting this tenancy the following points apply:

(a) the definitions in the Summary apply throughout this tenancy;

(b) any reference to “We”, “Us” or “You” includes Our respective successors

and any reference to Your Guarantor includes any subsequent guarantors;

(c) the Summary, Sections and the Schedule form part of this tenancy and the

parties agree to perform their respective obligations and be bound by the

matters contained in them;

(d) words implying one gender include every gender; words implying the

singular include the plural and vice versa; and words implying persons

include firms, companies and corporations and vice versa;

(e) the headings in this tenancy are provided for convenience only and do not

affect the interpretation of this tenancy;

(f) if any party to this tenancy includes more than one person that party’s

obligations may be enforced jointly or individually;

(g) any obligation which restricts You from doing anything includes an

obligation upon You not to allow that thing to be done or omitted;

(h) any reference in this tenancy to "Your obligations" refers to Your obligations

to Us under the terms of this tenancy or any other Supplemental

Documents;

(i) where this tenancy says that We "may" do something, it will be at Our

option whether We choose to do that act and We will not be obliged to do

it;

(j) where We are obliged to do something We will have fulfilled that obligation

if someone else performs the obligation on Our behalf;

(k) where this tenancy requires You to obtain “consent” this must be given by

Us in a deed in order to be valid. Where We simply require You to obtain

Our “permission” this permission must be in writing but a deed will not be

required. In all cases the consent or permission must be obtained in

advance;

(l) if the consent of any mortgagee or superior landlord is required to enable

Us to grant a consent or permission to You, We will use reasonable

endeavours to obtain the consent or permission at Your cost but We will not

grant Consent or permission to You until the mortgagee's and/or superior

landlord’s consent has been obtained;

(m) where We refer to a statute it includes any amendments affecting it, and

any regulations, instruments, orders or directions connected to that statute;

(n) where We refer to the end of the Term it includes determination by

forfeiture, surrender, expiry, disclaimer or any other means;

Sample

Sample RPT 14

(o) the word “including” does not imply any limitation in any way;

(p) if this tenancy is an undertenancy the terms of Part D of Schedule 1 shall

apply;

(q) the terms “Premises Licence”, “Personal Licence”, “Designated Premises

Supervisor” and “Licensable Activity” shall have the meanings attributed

to them by the Licensing Act 2003; and

(r) each provision in this tenancy is severable from the others and if any part of

this tenancy is held to be invalid or unenforceable the remaining provisions

of this tenancy shall not be affected as a consequence.

Sample

Sample RPT 15

SECTION 2

The Letting and Payments

3 Letting

We let to You the Property for the Term and if You make the payments set out in

Clause 4.1 (Your Payments), and comply with Your obligations to Us, We will allow

You to occupy the Property free from interruption by Us and:

(a) the tenancy is subject to the title matters in Part A of Schedule 1 and We

retain for Our benefit the rights set out in Part B of Schedule 1;

(b) We will only be liable to You under the terms of this tenancy whilst We are

Your immediate landlord; and

(c) You must allow Us access as set out in Part C of Schedule 1.

4 Your Payments

4.1 You must pay the Rent, Insurance Rent, Decoration Fund payments, Health and

Safety Compliance Service Charge, Maintenance Service Charge, Accountancy and

Stocktaking Service Charge, Tie Release Fee (if any) and VAT monthly in advance by

direct debit (or such other means as We request from time to time) on the Rent

Days. You must make the first payment on the date of this tenancy for the period

from the Commencement Date to the last day of the following calendar month.

4.2 You must make payment for all drinks or other products purchased from Us by

direct debit (or such other means as We request from time to time) weekly in

arrears. If You fail to do this We may require You to pay for all future supplies by

cash on placing of order.

4.3 You must make any other payments due under this tenancy as soon as We ask.

4.4 If You make a payment other than by direct debit or if any of Your payments are

not honoured, You must pay Our administration costs (being 2% of the transaction

value subject to a minimum charge of £40).

4.5 We may recover all sums owing to Us under this tenancy as rent and You must not

make any set-off, abatement, deductions or counter-claims of whatsoever nature

(whether legal or equitable) for any amounts that You believe We owe to You.

5 Deposit

5.1 We will hold the Deposit as security for Your performance of Your obligations to Us

and to reimburse any expenses and losses which We may incur as a result of Your

breach. We will not be holding the Deposit on trust for You.

5.2 If You breach any of Your obligations or become Insolvent, We may withdraw from

the Deposit any sums due to Us which are unpaid for seven days and the amount of

any losses, costs or expenses We incur or payments We make as a result of Your

breach. Any withdrawal We make will not prevent Us from taking action against

You or ending this tenancy for any breach of Your obligations.

5.3 If We make a withdrawal from the Deposit We will notify You in writing and within

Sample

Sample RPT 16

seven days of receiving the notice You must pay to Us the amount We have

withdrawn. If You fail to make this payment We may apply any other funds We

receive from You to replenish the Deposit.

5.4 We will repay the Deposit and any interest accrued to You within a reasonable

period of time after the expiry of the Term and after You have complied with Your

obligations in Clause 45 (End of the Tenancy) after We have deducted all sums that

You owe to Us (including any sums attributable to dilapidations or any other breach

of Your obligations to Us) and any sums that You owe to Our Nominated Supplier.

5.5 If We sell Our interest in the Property subject to this tenancy, We will pass the

Deposit on to the new owner after deducting any sums that We are entitled to

deduct.

6 Outgoings

6.1 You must pay for all rates, taxes, outgoings and utilities in relation to the Property

or the Business (except for taxes that We have to pay because of Our dealings with

Our interest in the Property) and where the Property forms part of a larger property

You must pay the fair percentage that We reasonably attribute to the Property.

6.2 You will permit Us to have conduct of any proceedings relating to the rateable

value of the Property.

7 Interest

You must pay Interest on any Rents or other sums owing to Us not paid by seven

days after the due date. Interest is payable from the due date until the date We

receive payment and is to apply both before and after judgment.

8 Costs

You must pay to Us when We ask the full amount of all costs, expenses and losses

that We incur in connection with:

(a) any application for any consent or permission (including any superior

landlord's costs) even if it is refused on lawful grounds or You withdraw the

application; or

(b) any action that We lawfully take in relation to a breach of any of Your

obligations to Us (including the preparation of a schedule of dilapidations,

an abatement of nuisance or any action that We take to protect any

Licences) whether or not We bring this tenancy to an end.

9 Settlement of Debts

We may apply all monies paid by You to Us from time to time in settlement of, or

towards, any monies or debt that You owe Us, irrespective of the reason for which

the monies were paid to Us except where We have agreed otherwise in relation to

the Deposit or the Decoration Fund.

10 VAT

10.1 All payments under this tenancy are exclusive of VAT and You must pay any VAT

properly chargeable at the time the payment is made.

Sample

Sample RPT 17

10.2 Where You are obliged to reimburse any sums that We incur under this tenancy, You

must pay the VAT on those sums to the extent that We cannot recover it.

11 New Tenancy

11.1 This tenancy is a new tenancy for the purposes of the Landlord and Tenant

(Covenants) Act 1995.

11.2 If We at any time agree that You may defer payment of any sums under this

tenancy, then for the purposes of s.17 Landlord and Tenant (Covenants) Act 1995

those sums will be deemed to be due for payment on the deferred date agreed and

not on the earlier date on which they would have fallen due.

12 Compensation

Neither You nor any undertenant or any occupier of the Property will be entitled to

any compensation under any statute at the end of this tenancy.

Sample

Sample RPT 18

SECTION 3

Rent Review

13 Index Reviews

13.1 On each Index Review Date the Rent (or other relevant sum being reviewed) will be

adjusted upwards or downwards by the same percentage as the percentage change

(if any) in the Index over the 12 month period ending with the month which is two

months before the Index Review Date.

13.2 If the Index figures are not available for the calendar month in which the review

falls We shall use the most recent Index figures available at that time.

13.3 We will notify You in writing of any change in Rent (or other relevant sum being

reviewed) under this Clause 13.

Sample

Sample RPT 19

SECTION 4

Your Purchasing Obligations

14 Introduction

14.1 This tenancy contains obligations upon You to buy goods exclusively from Us which

are intended to comply with Article 101 of the Treaty of Rome and the conditions

contained in EEC Regulation (EC) No 330/2010

14.2 We both agree that the Rent fairly represents the rent which would be expected to

be paid for this tenancy in the open market taking into account Your obligations to

purchase goods from Us.

15 Purchase of Drinks

15.1 You must buy from Us (or Our Nominated Supplier) all Tied Drinks that You wish to

sell as part of the Business and You must not bring onto the Property for any reason

any Tied Drinks that have not been supplied by Us or Our Nominated Supplier.

15.2 The prices payable by You for the Tied Drinks will be the prices and any applicable

discounts set out in Our Price List.

15.3 We will deduct the Incentive Discount from the price of each Barrel of Qualifying

Drinks that You have purchased from Us or Our Nominated Supplier and that have

been delivered to You for dispense at the Property in excess of the Volume Target

in any Incentive Year.

16 Supply by Us

16.1 We will use all reasonable endeavours to supply or procure the supply to You of the

Tied Drinks that You require for the Business on Our standard terms and conditions

(a copy of which We have given to You and which We may update from time to

time). We are not obliged to supply any products to You if We have reasonable

grounds to believe that You are not complying with Your obligations to Us in

relation to the Business or that You are not able to pay for the products.

16.2 If We are unable to supply You with any Tied Drinks that You reasonably require for

an unreasonable period of time (being not less than 10 days) and the lack of supply

is prejudicing the Business, You must notify Us (initially verbally and then

confirming in writing within 48 hours of the problem arising), and You will then be

permitted to purchase from another supplier the products that We are unable to

supply, but only until We are able to supply those products again. You will not be

permitted to purchase the products from another supplier if We have withheld

these products from You because You have not performed Your obligations to Us.

17 Leisure Machines

17.1 You must not bring onto the Property or operate any Leisure Machine without Our

permission which will be within Our absolute discretion.

17.2 If We provide permission We may impose such conditions as We decide are

appropriate which may include the payment to Us of a share of the income that you

receive from the Leisure Machine.

Sample

Sample RPT 20

17.3 You must not remove from the Property any Leisure Machines for which permission

has been given without Our further permission.

17.4 You must obtain all necessary Licences for any Leisure Machines on the Property

and You must maintain, protect and renew all of these Licences and any other

Licences relating to Leisure Machines which benefit the Property even if You are not

currently using them.

17.5 We retain the right to use the Leisure Machines for advertising and to retain the

income from that. You must not use any Leisure Machine for advertising without

Our permission.

18 Review of Tie Release Fees

18.1 On each Index Review Date each Tie Release Fee (as set out in the Summary) will

be adjusted by the same percentage as the percentage change (if any) in the Index

over the 12 month period ending with the month which is two months before the

relevant Index Review Date. If the Index figures are not available for the calendar

month in which the review falls We shall use the most recent Index figures available

at that time.

18.2 We will notify You in writing of any adjustment in the Tie Release Fee under clause

18.1 above.

Sample

Sample RPT 21

SECTION 5

Running the Business

19 Conduct of Business

19.1 You must conduct the Business in an efficient, orderly and polite manner, in

compliance with all Statutory Obligations and in such a way as to realise the fair

maintainable trading potential of the Property and to preserve the Licences and

maintain good relationships with the police and the public.

19.2 You must promote public order and the concept of sensible drinking and support

any national or local initiatives aimed at achieving this and You must comply with

Our recommendations in this respect. You must only offer drinks promotions

which comply with all prevailing industry codes of practice or guidelines.

19.3 You must either supervise and manage the Business personally or ensure that it is

supervised and managed by a suitably qualified and experienced manager who We

have approved and who holds a Personal Licence.

19.4 You must attend and participate in Our initial licensee training programmes and

ensure that You and all Your staff are at all times sufficiently well trained to

effectively discharge Your responsibilities as licence holders and operators of

licensed property.

19.5 You must not be connected with the running of any other Business and unless You

have Our permission You must live in the residential accommodation at the

Property (if any) .

19.6 You must keep the Property open for business during the opening hours that We

agree with You and You must not apply to the licensing authority for a reduction

of your trading hours without Our permission.

19.7 You must supply food and suitable non-alcoholic refreshment to respond to

customer demand (when the Licences and other relevant regulations permit) and

ensure that it is of good quality and that any drinks supplied by You in the

Business are of the same quality as those delivered to You.

19.8 You must be available at times agreed with Us to make stock orders and take

deliveries and You must take reasonable steps to ensure that at all times You hold

sufficient stock of wet products for ten days’ average trading, taking into account

periods of expected high demand.

19.9 You must maintain internet access at the Property and hold a current email

account which You monitor regularly and supply Us with Your email address to

enable Us to communicate with you by email.

We may require You to place Your stock orders with Us electronically by a method

of our choosing and We may invoice You electronically in respect of any such

orders.

If you fail to comply with the terms of this clause then we reserve the right to

apply an administration charge to You for an amount as we may think reasonable

Sample

Sample RPT 22

in the circumstances as a result of us (and/or our nominees) having to manually

process any such order.

19.10 You must not interfere with the Flow Monitoring Equipment nor install any other

equipment for raising or dispensing drinks without Our permission. You must

notify Us (or Our Nominated Supplier if relevant) as soon as practicable if You

believe that the flow monitoring equipment or any equipment for raising or

dispensing drinks requires maintenance.

19.11 You must not use any drinks raising or dispense equipment provided by Us or Our

Nominated Supplier for any product not purchased from Us or Our Nominated

Supplier.

19.12 You must keep the cellar in a condition suitable for the storage of wet and dry

products and comply with good industry practice in relation to the storage of

goods and drinks in the cellar and must comply with any recommendations that

We or Our Nominated Supplier makes in relation to the storage or dispense of

products for sale at the Property, including regularly cleaning any drinks raising or

dispense equipment in accordance with the supplier’s recommendations. In

addition You must procure that the supplier of any Guest Cask Conditioned Beer

(which We may have permitted You to purchase free of tie), carries out all

necessary cleaning and maintenance of its Beer raising and dispense equipment at

its own cost.

19.13 You must comply (and ensure that Your employees, visitors and customers

comply) with the Statutory Obligations on smoking in buildings. In relation to

areas where smoking is permitted under statute, You must agree with Us a policy

addressing smoking and You must comply with this and must ensure that Your

employees, customers and visitors comply with this.

19.14 You must create and operate a website in connection with the Business unless We

give You permission not to do so. In relation to any website created relating to

the Business You must not sell, transfer or licence the domain name to any third

party or make any statements on the website which could be detrimental to the

Business or the Property.

19.15 We may choose to install (via our nominee) such equipment at the Property so as

to provide you and your customers access to Wi-Fi (IEEE 802.11) or such other

similar or updated system as we may choose at no cost to you.

This is subject to you allowing us or our nominees access to the Property upon

request (which you shall be obliged to do) to fit, maintain, remove or disconnect

the equipment as we may choose, the free use of any utility service required to

operate any such equipment and you (and those under your control) complying

with any standard terms and conditions in respect of the use and maintenance of

such equipment as may be in force from time to time.

19.16 Upon our request (or that of a relevant third party supplier) you shall agree to

receive and pay for utility supplies to the Property (either in whole or in part) on

a pay as you go meter system (or some other similar or updated system or

arrangement) and to allow such access as may be necessary for the installation,

inspection, maintenance, replacement or removal of such equipment as may be

reasonably required during the term of this Lease either by us or any relevant

third party supplier (or a nominee) for that purpose and you (and those under your

control) shall comply with any standard terms and conditions in respect of the use

Sample

Sample RPT 23

and maintenance of such equipment as may be in force from time to time and

shall not attempt to interfere or manipulate the proper use of any such

equipment.

20 Accounts and Stocktaking

20.1 We will provide the Accountancy Services and Stocktaking Services and You must

pay the Accountancy and Stocktaking Service Charge.

20.2 You must send to the Accountant, by special delivery post by the date of each

month requested by the Accountant, all till rolls, original invoices and receipts

relating to the Business for the previous month together with any other documents

requested by the Accountant. You authorise the Accountant to disclose to Us

copies of any documents received from You together with any reports, tax returns

or accounts prepared by the Accountant relating to the Business.

20.3 If You ask the Accountant to supply You with payroll services or any other

additional services, You must pay the Accountant direct for such services the

Accountant’s then current rates.

20.4 We will send You copies of any reports We receive from the Accountant relating to

the Business.

20.5 You will permit the Accountant and Stocktaker access to the Property during

trading hours, if they request it, and you must assist them with any queries they

raise and co-operate with them to enable them to supply the Accountancy

Services and Stocktaking Services; and

20.6 The Stocktaker will supply the Stocktaking Services at such intervals as we

reasonably consider that they are required.

20.7 You authorise the Stocktaker to disclose to Us the results of the stocktakes which

We in turn will copy to You.

20.8 If in any year of the Term the total combined amount of the Accountancy Services

Costs and the Stocktaking Services Costs exceed the Accountancy and Stocktaking

Service Charge payable for that year of the Term:

(a) You will pay Us the amount by which the combined total of the Accountancy

Services Costs and the Stocktaking Service Costs exceeds the Accountancy

and Stocktaking Service Charge on demand; and

(b) the Accountancy and Stocktaking Service Charge shall for the next year of

the Term be increased to the combined total amount of the Accountancy

Services Costs and the Stocktaking Services Costs for the then current year

plus 10%.

20.9 If in any year of the Term the total combined amount of the Accountancy Services

Costs and the Stocktaking Services Costs is less than the amount of the

Accountancy and Stocktaking Service Charge for that year, the Accountancy and

Stocktaking Service Charge shall for the next year of the Term remain the same

but We will credit against Your next payment of Rent the amount by which the

Accountancy and Stocktaking Service Charge exceeds the total combined amount

of the Accountancy Services Costs and the Stocktaking Services Costs.

Sample

Sample RPT 24

21 Employees

21.1 You must be the employer of any staff at the Property and You must ensure that all

staff are notified in writing that You are their employer and of their terms and

conditions of employment.

21.2 You must pay Your staff all wages, expenses, bonuses, pensions, redundancy

payments, unfair dismissal awards and any other payments due to the staff and

You must account to HM Revenue and Customs for all required PAYE and National

Insurance contributions.

21.3 You must fully indemnify Us in relation to any claims We may suffer from any

members of Your staff (either during or after end of the tenancy) due to Your

failure to comply with Your obligations to them.

22 Licences

22.1 You must obtain at Your cost and hold throughout the Term a Premises Licence in

Your sole name in relation to the Property and any other Licences required to

enable the Business to be lawfully conducted from the Property.

22.2 If We reasonably require You to do so, You must at Your cost apply for a variation

of the Premises Licence with a view to securing the most commercially beneficial

and least restrictive trading conditions reasonably obtainable.

22.3 You must at all times comply with the provisions of the Licensing Act 2003 and

procure that all those in Your control do so and You must also procure that any

Licensable Activity at the Property must only be carried out or authorised by the

holder of a Personal Licence.

22.4 You must display in a public place at the Property a certified copy of a summary of

the Premises Licence, and must keep at the Property a complete certified copy of

the Premises Licence and any other Licences.

22.5 You must upon Our request provide to Us the original Premises Licence with plans

and operating schedule and copies of all other Licences (including all Personal

Licences) in use at the Property.

22.6

(a) You (or Your manager) must hold a Personal Licence at all times and be

named as the Designated Premises Supervisor on the Premises Licence; and

(b) You must notify Us immediately if the Designated Premises Supervisor

leaves the Business or has his Personal Licence revoked or suspended, and

You must take all necessary steps to protect the Premises Licence and

replace the Designated Premises Supervisor immediately or, if We request,

assist Us in doing this.

22.7 You must not apply for any variation to the Premises Licence or give any

undertaking or accept any conditions unless You have Our prior permission.

22.8 If We ask You to do so, You will join Us into any proceedings in relation to the

protection of the Premises Licence or any other Licences required for the

Business.

22.9 You must notify Us both verbally and in writing as soon as You become aware of

Sample

Sample RPT 25

any notice or complaint from the police, the licensing authority or any third party

which may adversely affect the Business or any Licences relating to the Business.

You must take all reasonable steps that We ask to rectify the problem including

attending any review or objection hearings and to pursue the defence of those

proceedings diligently.

22.10 At the end of the tenancy You must sign the required consent to transfer the

Premises Licence to Us (or whoever We direct) and procure that the Designated

Premises Supervisor consents to their replacement. If You do not do so it will be

implied that You appoint Us as Your attorney and agent to sign the consent to the

transfer of the Premises Licence on Your behalf, and for Us to make any

application for the transfer of the Premises Licence to Us.

23 Signs

23.1 You must display on the Property and maintain in a good and clean condition, in a

suitable position a sign (approved by Us) which displays the name of the public

house.

23.2 You must not erect any signs or banners on the exterior of the Property nor

change the name of the public house or the signage without Our permission.

23.3 If the external lighting or external signage requires repair You must notify Us

promptly in writing.

24 Use

24.1 You must only use the Property for the Permitted Use.

24.2 You must not use the Property:

(a) for any illegal, immoral or offensive purpose or for any purpose which may

prejudice the Licences or may become a nuisance or annoyance to Us or

any third party (and must take immediate action to stop such incidents

arising); or

(b) for a political meeting, auction or market without Our permission; or

(c) primarily as a restaurant; or

(d) for any use which is prohibited or restricted by any Superior Lease or is in

breach of planning laws.

24.3 You must only use the car park for customer parking for the Business or the

parking of Your domestic personal vehicles and deliveries.

24.4 You must comply with all Statutory Obligations affecting Your use or occupation of

the Property.

24.5 Within 7 days of receipt You must give us a copy of any notice that You receive

relating to a Statutory Obligation and, if We ask You to do so, You will join in with

Us in making such objections or representations as We may reasonably require.

24.6 We do not warrant to You that the Property may lawfully be used for the

Permitted Use or the Business and it is Your responsibility to obtain any necessary

Sample

Sample RPT 26

consents.

25 Trade Inventory

25.1 You must equip the Property with a Trade Inventory of items of a suitable quantity,

quality and design as is appropriate for the needs of the Business and You must

maintain it in good clean and tidy condition and replace items when necessary.

25.2 On the date of this tenancy You must purchase the existing Trade Inventory (either

from Us or Our previous tenant as appropriate) for the Inventory Sale Price

calculated as at the date of this tenancy. If You purchase the Trade Inventory from

Us, We will still own it until it is paid for in full.

25.3 At the end of this tenancy You must pay Us any outstanding amounts that You owe

for the Trade Inventory and sell the Trade Inventory to Us (or Our intended new

tenant) at the Inventory Sale Price calculated as at the expiry of this tenancy.

25.4 If You delay in payment of any monies that You owe to Us, or We have incurred

costs expenses and losses due to a breach of Your obligations, We may at any time

elect to purchase the Trade Inventory at the Inventory Sale Price calculated at that

time (“the Re-Purchase Price”). We may then settle Your debt due to Us (or part

of it) with the Re-Purchase Price, and shall pay any remaining balance of the Re-

Purchase Price to You. The Trade Inventory will then become Our property to deal

with as We wish but We may ask You at any time to buy it back from Us at the Re-

Purchase Price or the Inventory Sale Price (whichever is the higher). You must

indemnify Us for any costs, losses or expenses that We incur if any items in the

Trade Inventory are owned by a third party.

25.5 You must not charge, mortgage or give any bill of sale in respect of the Trade

Inventory.

26 Stock

26.1 On the date of this tenancy You must (unless You already own the Stock) purchase

the existing Stock (either from Us or Our previous tenant as appropriate) for the

Stock Sale Price as at the date of this tenancy. If You purchase the Stock from Us,

it will remain Ours until it is paid for in full.

26.2 At the end of this tenancy You must sell such items of the Stock as We select to Us

(or Our intended new tenant) at the Stock Sale Price calculated as at the expiry of

this tenancy.

27 Condition of Stock and Trade Inventory

We make no representation warranty or condition as to the state, condition or

quality of the Trade Inventory or the Stock and any representations, warranties or

conditions (if any) as may be implied by law into a sale by Us of the Trade

Inventory or the Stock are (to the extent permitted by law) expressly excluded

from this tenancy.

Sample

Sample RPT 27

SECTION 6

Taking Care of the Property

28 Your Repairing Obligations

28.1 You must:

(a) repair any damage to the Property and must keep the interior of the

Property in a good state of repair and condition at all times and in

compliance with all relevant Statutory Obligations;

(b) keep the Fixtures and Fittings well maintained and in good and safe working

order, and repair any damage to them;

(c) keep all car parks, access ways, gardens, play areas, landscaping or other

unbuilt upon areas safe for public access, properly surfaced or cultivated as

appropriate, clean and tidy and free from weeds;

(d) not overload the floors or the structure of the Property;

(e) keep all Pipes in a safe condition and in good working order and keep free

flowing all Pipes, toilets and sanitary equipment, and take all reasonable

precautions not to overload them and to prevent blockage and damage

including protecting them from frost and installing and regularly cleaning

and maintaining grease traps; [and]

(f) notify Us (within one week of becoming aware of the problem or

immediately in the case of an emergency) of any damage or deterioration to

the Property which requires repair, for which You are not responsible or any

item of Fixtures and Fittings which requires replacement, providing full

details in each case[.][; and]

(g) [comply with Your obligations set out in schedule 2]

28.2 You are not liable for any damage to the Property caused by an Insured Risk unless

You have done something or failed to do something which has led to Our insurance

policy becoming ineffective;

29 Decoration Fund

29.1 You may apply for a release of monies from the Decoration Fund once You have

completed any decoration required under the terms of this tenancy [(except for

any works required under the terms of Schedule 2 (Additional Repairs))] if You

do the following:

(a) obtain Our surveyor’s approval of Your proposed works prior to commencing

them (except in the case of emergency in which case You must notify Us as

soon as possible thereafter) and You must carry out the works in accordance

with his recommendations and to the standard required by this tenancy; and

(b) apply to Us in writing within two calendar months of completion of the

works enclosing:

Sample

Sample RPT 28

(i) full details of the work You have carried out;

(ii) contractors’ receipted invoices showing the cost of the work; and

(iii) details of the amount of monies that You wish to be released from

the funds (which must not exceed the cost of the works and must

exclude VAT).

Once We have received Your application and Our surveyor has inspected the works

and confirmed that You have complied with the requirements of this clause 29, We

will release to You the amount of monies that You have proved that You have spent

on the works up to the maximum of the amount held in the Decoration Fund. Our

surveyor may be Our employee.

29.2 We may use any or all of the monies held in the Decoration Fund as payment for or

towards any improvement works, alterations, repairs and decoration which We

carry out in agreement with You to enhance the Property with the aim of

maximising the Business.

29.3 We will credit your fund annually with any interest earned and will send to You

annually a statement confirming the amount of monies held in the Decoration Fund

and detailing any interest earned and deductions.

29.4 We will hold the Decoration Fund as further security (in addition to the Deposit) for

the performance of Your decoration obligations under this tenancy (but not on trust

for You) and repay any balance remaining in the Decoration Fund to You in the

following circumstances following the expiry of the Term, but before making this

payment We are entitled to deduct all sums attributable to any outstanding

payments that You owe Us or Our Nominated Supplier under the terms of this

tenancy including any sums required to put the Property back into the condition

required by this tenancy (to the extent that such payments are not covered by the

Deposit).

29.5 If We sell Our interest in the Property We will pass the monies held in the

Decoration Fund to the new owner after deducting any sums referred to in Clause

29.4 above.

29.6 Each year We may, in consultation with You, increase or decrease the annual

Decoration Fund payment to reflect the state and condition of the Property at that

time and to ensure that the Decoration Fund contains sufficient funds to cover any

decoration which is likely to be required to the Property during the following year

to meet with Your obligations under this tenancy.

30 Remedying Breach

30.1 If You breach Your repairing or decoration obligations [(including those contained

in Schedule 2) (Additional Repairs)] then:

(a) in addition to any other rights We may have, We may serve a notice on You

specifying the breach and You must as soon as practicable after receipt of

that notice, and in any case within 2 months (or sooner in emergency),

carry out all necessary works to remedy the breach. If You fail to do so, We

may enter the Property to carry out the required works and You must

reimburse to Us as soon as We ask any costs and expenses that We have

incurred plus Interest; and

Sample

Sample RPT 29

(b) We may withdraw those costs (or a proportion of them) from the Decoration

Fund, in which case You must, when We ask, pay Us the balance with

Interest and You must replenish the Decoration Fund with an amount equal

to the amount that We have withdrawn. This right will not prevent Us

taking action against You for breach of Your obligations or in relation to any

unrecovered costs.

31 Our Repairing Obligations

31.1 [Subject to You completing Your obligations in Schedule 2 (Additional Repairs)]

if You notify Us promptly We will carry out such repairs, or provide such

replacement Fixtures and Fittings, as We reasonably believe are required to the

Property to protect the structural integrity of the Property to the extent that the

item of disrepair is materially interfering (or is likely to materially interfere) with

Your ability to operate the Business from the Property, or that the disrepair is

causing (or is likely to cause) other items of disrepair for which You are responsible.

31.2 We will not be responsible for any disrepair or further deterioration in the Property

caused because You have not informed Us of a problem promptly or because You

have not performed your obligations under this tenancy.

31.3 We will repair the external signage and any external lighting at the Property

(excluding replacement of light bulbs) for which you are responsible as and when

required in our reasonable opinion. If you have caused or contributed to the

damage we may recharge to you (as an additional rent) our costs in carrying out the

repairs.

32 Maintenance and Compliance Services

32.1 If You pay to Us the Health and Safety Compliance Service Charge and the

Maintenance Service Charge We shall procure the carrying out of the Health and

Safety Compliance Services and the Maintenance Services.

32.2 We shall after the end of each year of the Term prepare and provide to You (if You

ask) an account showing and containing a fair summary of the Health and Safety

Compliance Service Costs and the Maintenance Service Costs) in that year of the

Term.

32.3 If in any year of the Term the amount of the Health and Safety Compliance Service

Costs exceeds the amount of the Health and Safety Compliance Service Charge

payable for that year:

(a) You will pay to Us when We ask the amount by which the Health and Safety

Compliance Service Costs exceed the Health and Safety Compliance Service

Charge; and

(b) the Health and Safety Compliance Service Charge shall for the next year of

the Term be increased to the amount of the Health and Safety Compliance

Service Costs plus 10%.

32.4 If in any year of the Term the amount of the Maintenance Service Costs exceeds the

amount of the Maintenance Service Charge payable for that year:-

(a) You will pay to Us the amount by which the Maintenance Service Costs

exceed the Maintenance Service Charge on demand; and

Sample

Sample RPT 30

(b) the Maintenance Service Charge shall for the next year of the Term be

increased to the amount of the Maintenance Service Costs plus 10%.

32.5 If in any year of the Term the amount of the Health and Safety Compliance Service

Costs is less than the amount of the Health and Safety Compliance Service Charge

payable for that year the Health and Safety Compliance Service Charge shall for the

next year of the Term remain the same but We shall credit the amount by which

the Health and Safety Compliance Service Charge exceeds the Health and Safety

Compliance Service Costs against the next payment of Rent You are due to pay.

32.6 If in any year of the Term the amount of the Maintenance Service Costs is less than

the amount of the Maintenance Service Charge payable for that year the

Maintenance Service Charge shall for the next year of the Term remain the same

but We shall credit the amount by which the Maintenance Service Charge exceeds

the Maintenance Service Costs against the next payment of Rent You are due to

pay.

32.7 Any dispute as to the amount of the Health and Safety Compliance Service Costs

and/or the Maintenance Service Costs may be referred by either party for

determination by an Independent Surveyor who must:

(a) allow both You and Us a reasonable opportunity to make representations,

and to give one set of comments on each other’s representations;

(b) must give both You and Us a copy of his decision and written reasons for his

decision; and

(c) share his costs equally between You and Us.

The decision of the Independent Surveyor will be binding on both You and Us.

33 Decoration and Cleaning

33.1 You will re-decorate the interior of the Property in the year set out in clause 8.3 of

the Summary and thereafter as often as is required and in the last 6 months of the

Term if We reasonably require. You must obtain Our approval (which We will not

unreasonably withhold) to any change of colour scheme.

33.2 You must:

(a) keep the interior and exterior of the Property in a clean and tidy condition;

(b) handle the disposal of rubbish daily in a hygienic manner and must ensure

that all waste is retained in appropriate receptacles and collected regularly;

and

(c) keep all areas of the Property used in the preparation, service and storage

of food and drink clean and hygienic and in accordance with all health and

safety and food safety legislation.

33.3 We will re-decorate the exterior of the Property as often as We reasonably

consider to be necessary.

Sample

Sample RPT 31

34 Alterations

34.1 You must not carry out any structural alterations to the Property, erect any new

buildings or structures or demolish any existing structures or buildings.

34.2 You may carry out non-structural alterations with Our permission which We will not

unreasonably withhold provided that, in Our reasonable opinion, the proposed

alterations are likely to enhance the Business or Property.

34.3 When You apply for Our permission for alterations You must provide detailed plans

and specifications showing the proposed works and an estimate of costs and

confirmation of the valuation of the proposed works for insurance purposes.

34.4 You must not apply for, or implement, any planning permission without Our

permission. If We give You permission to carry out alterations You must obtain all

necessary planning, licensing and other statutory permissions, and You must show

Us copies of these for Our approval before You start the works. If you implement

any planning permission You must complete the works in accordance with all

conditions (and before the end of the Term).

34.5 If We ask You to do so, at the end of the tenancy You must at Your own cost

reinstate all alterations or additions made to the Property at any time during or

prior to the commencement of the tenancy.

35 Standard of Your works

When carrying out any works to the Property (including decoration, repairs,

approved alterations or reinstatement), You must:

(a) carry out the works safely and quickly in a good and workmanlike manner

using good quality materials and in accordance with all necessary planning

and licensing regulations and any other relevant statutory requirements;

and

(b) comply with any reasonable conditions that We impose and complete the

works before the end of the Term to the satisfaction of Our surveyor; and

(c) comply with the requirements of Our insurers; and

(d) ensure that any alterations to the Pipes comply with all safety requirements

and the requirements of the relevant utility company.

36 Environmental Matters

36.1 You and We agree to work together to reduce carbon emissions, waste, water and

energy consumption at the Property and You will give Us all reasonable assistance

to enable the production of any energy performance certificate and the

establishment of any energy management plan for the Property. This may include

the installation of micro-generation and or energy saving equipment on the

Property, and You agree to be responsible for any costs in connection with any

equipment, its installation, operation and the provision of power to it.

36.2 You must not do anything which could cause any pollution or contamination of the

Property or nearby land or water and You must apply for any permission required

for any discharge into the ground, atmosphere or any watercourse.

Sample

Sample RPT 32

Sample

Sample RPT 33

SECTION 7

Insurance

37 Our Insurance Obligations

37.1 We will insure the Property (except for any fixed glass) with a reputable company

for the full reinstatement value (in Our reasonable opinion), against the Insured

Risks, to the extent that insurance of this type is ordinarily available for properties

such as the Property. The policy will be subject to the usual exclusions and

limitations which may be required by Our insurers (or Our appointed underwriters).

We will not be obliged to maintain insurance if the policy becomes ineffective due

to a breach of Your obligations.

37.2 If the Property is damaged by any of the Insured Risks, then as soon as all necessary

labour, materials and permissions are available We will spend the insurance

proceeds that We receive (except those in respect of loss of rent) in the reinstating

of the Property. We will, so far as it is reasonably practicable, reinstate the

Property in a form so that it is reasonably equivalent to that existing before the

damage, but will not be obliged to provide an identical replacement. We will not

be obliged to reinstate the Property if the insurance proceeds are withheld by the

insurer due to any act or omission by You or anyone at the Property.

37.3 Any proceeds of insurance received under Our policies (or a policy effected by Us

due to a breach of Your obligations) or any amounts that You pay to Us under clause

38.5 (Your Insurance Obligations), belong to Us absolutely.

37.4 If You ask in writing We will supply, (but no more than once a year), a summary of

the terms of Our policy relating to the Property.

38 Your Insurance Obligations

38.1 You must insure for the full reinstatement value (as approved by Us) by way of an

all risks policy, with a reputable insurance company or underwriters, with Our

interest noted on the policy:

(a) the Trade Inventory and Stock;

(b) the internal and external fixed glass in the Property;

(c) the loss of Licences;

(d) public third party, property owner’s and employer’s liability in respect of

the Property and the Business for a sum not less than £2,000,000.00 each

claim or series of claims arising from the same incident; and

(e) loss of money/profit and business interruption.

38.2 You must prove to Us, when We ask, that You have complied with Your insurance

obligations by producing policies and evidence of payment of premiums and if You

fail to do so We may effect the insurance for You and charge You the actual costs

We incur in doing so as additional rent.

38.3 You must spend any proceeds of insurance that You receive under policies that You

have taken out in relation to the Property or Business in repairing or replacing the

Sample

Sample RPT 34

items damaged. If the insurance proceeds are insufficient You must make up any

shortfall yourself.

38.4 You must comply with the conditions and recommendations made by Our insurers

and You must notify Us immediately of any event which may give rise to a claim

under any of Our or your insurance policies relating to the Property.

38.5 You must pay to Us when We ask:

(a) all amounts that You receive under any insurance policy relating to the

Licences;

(b) an amount equal to any sums which We are unable to recover under Our

insurance policies because You have breached Your obligations to Us.

38.6 You must not take out any insurance policy in relation to the Property which may

prejudice Our ability to recover insurance proceeds or reduce any proceeds payable

under any of Our policies. If You breach this obligation You must pay to Us any

amounts You receive under such policies.

39 Rent Suspension and Termination following damage

39.1 If the Property is damaged or destroyed by any of the Insured Risks so that it is

unfit for the Business, the Rent (or a fair proportion of it if there is only damage to

part of the Property) and Service Charge will not be payable from the date of the

damage until the earlier of:

(a) the Property being reinstated; or

(b) the end of this tenancy; or

(c) the date on which Our loss of rent insurance expires

but the Rent and Service Charge will not be stopped if the insurer refuses to

reimburse Us for loss of rent due to Your breach (or the breach by any of Your

employees, contractors, visitors or customers) of Your obligations.

39.2 If the Property is not fit for operating the Business by the time Our loss of rent

insurance expires, either of Us may bring this tenancy to an end immediately by

serving written notice on the other at any time whilst the Property remain unfit for

Business.

39.3 If We are prevented from reinstating the Property or if the Property is so badly

damaged that We reasonably believe it is not commercially viable to repair it, We

may bring this tenancy to an end by giving You one month’s written notice.

39.4 If the tenancy ends in accordance with clauses 39.2 or 39.3 We shall both still

retain rights against each other in relation to any outstanding obligations or

breaches.

39.5 Any dispute under this clause 39 shall be determined by an arbitrator in accordance

with the Arbitration Act 1996.

Sample

Sample RPT 35

SECTION 8

Dealing with Your tenancy

40 Sharing Occupation, Transfer, Underletting and Charging

40.1 You must not transfer, underlet, charge or, part with possession of the Property or

any part of it

40.2 You must not allow anyone other than Yourself and Your immediate family to

occupy or share occupation with You of the Property, except that You may:

(a) allow Your manager or staff to live in the residential parts of the Property

as part of their employment in connection with the Business; and

(b) allow short stay overnight guests to stay in parts of the Property designated

for bed and breakfast use if You have complied with all statutory

requirements in this regard.

40.3 You must ensure that no other person gains any rights to occupy the Property and

You will indemnify Us against any costs, expenses and losses that We incur in

obtaining vacant possession as a result of Your breach.

40.4 You must not hold the Property (or any part of it) on trust for or as agent for any

other person.

40.5 If You are a limited company You must not become a subsidiary or holding company

of a company or individual which is a Restricted Person.

Sample

Sample RPT 36

SECTION 9

The Guarantee

41 Guarantor’s Commitments

41.1 Your Guarantor agrees that if You fail to perform fully Your obligations to Us under

this tenancy, it will pay any outstanding monies You owe and rectify Your breaches

when We ask.

41.2 Your Guarantor must indemnify Us against any losses, damages and expenses

attributable to Your breach, plus Interest from the date of Our request until

payment.

41.3 Your Guarantor must enter into, and comply with its obligations in any, renewal of

this tenancy and any consent, deed of variation, authorised guarantee agreement,

rent review memoranda, licence or consent to which the Tenant is a party and

which is supplemental to this tenancy, for the purpose of acknowledging Your

Guarantor’s liabilities under this tenancy, except that in relation to a Relevant

Variation Your Guarantor will only be liable to Us to the extent that it has agreed to

the variation.

41.4 Your Guarantor must advise Us immediately upon it becoming aware of You

becoming Insolvent and will immediately take such steps as We reasonably request

in order to protect the Premises Licence.

41.5 Your Guarantor agrees that it is accepting liability as a primary debtor under this

tenancy and not just as a guarantor and that We may enforce the obligations of

Your Guarantor without first enforcing Our rights against You or without having

recourse to any other security which we may hold in respect of Your Obligations.

42 Guarantor’s liability

42.1 Your Guarantor’s liability will not be released or affected:

(a) if We give You any extra time to perform Your obligations, any concession

or We delay in enforcing Our rights;

(b) if We refuse to accept Rents or other sums because We reasonably believe

You are in breach of Your obligations or We are entitled to end this tenancy;

(c) if We have any other rights or security which We may enforce against You or

Your Guarantor;

(d) if You become Insolvent;

(e) if part of the Property has been surrendered, in which case Your

Guarantor’s liability will continue in respect of the part of the Property not

surrendered;

(f) by any rent review properly agreed or determined;

(g) by any variation to this tenancy whether or not such variation imposes more

onerous terms subject to clause 41.3 (Guarantor's Commitments) above;

Sample

Sample RPT 37

(h) by Us transferring Our title in the Property to a third party; or

(i) by any other act or thing which would release Your Guarantor from its

obligations other than a deed of release given by Us.

42.2 Whilst You still have obligations to Us Your Guarantor must not, without Our

consent, make any claim against You or take any security from You, and any

security taken in breach of this clause shall be held on trust for Us as security for

the liability of Your Guarantor to Us.

42.3 All payments made by Your Guarantor shall be made without set off, abatement,

deduction or counterclaim (whether legal or equitable).

43 Replacement Guarantor

If Your Guarantor becomes Insolvent or dies You must notify Us immediately.

Within 20 working days of the insolvency or death You must arrange for a

replacement guarantor who is satisfactory to Us (acting reasonably) to enter into a

deed with Us in which the new guarantor agrees to perform the obligations set out

in Section 9 of this tenancy. You will be responsible for any costs that We may

incur as a result of this.

Sample

Sample RPT 38

SECTION 10

Ending the Tenancy

44 Right to end the Tenancy

44.1 You may end this tenancy at any time by giving Us written notice, and this tenancy

will end six calendar months after We receive Your notice if by the expiry of the

notice:

(a) You have rectified any material breach of any of Your obligations to Us; and

(b) You comply with Your obligations contained in clause 45 (End of the

Tenancy).

44.2 We may end this tenancy by serving written notice on You if a change in law results

in Us (or will in future result in Us) being unable to enforce any of Your obligations

contained in section 4 of this tenancy (Your Purchasing Obligations), and this

tenancy will end six calendar months after we give you notice, and You must

comply with Your obligations in clause 45.1 (End of the Tenancy]. You will still be

liable to perform Your purchasing obligations contained in Section 4 of this tenancy

(to the extent that We are legally permitted to enforce these) until this tenancy has

ended.

45 End of the Tenancy

45.1 At the end of this tenancy You must:

(a) return the Property to Us in a condition that meets with Your repairing and

decorating obligations in this tenancy and in compliance with all Statutory

Obligations;

(b) reinstate any alterations that We have requested You to reinstate (repairing

any damage caused);

(c) pay up to date all Rents and any other payments due to Us or any of Our

Nominated Suppliers;

(d) hand over the Property with vacant possession;

(e) leave the Trade Inventory in the Property in a condition that meets Your

obligations under clause 25 (Trade Inventory);

(f) deliver to Us Our original signed tenancy;

(g) transfer the Premises Licence to Us as required in Clause 22 (Licences); and

(h) discharge any charges registered over this tenancy and close any entries at

the Land Registry in relation to this tenancy and if You do not do this it is

implied that You appoint Us as Your attorney and agent to sign and submit

any application to the Land Registry required to enable the title to this

tenancy to be closed and all entries in respect of it to be removed from the

register; and

(i) transfer to Us (or such other person that We choose) the domain name of

Sample

Sample RPT 39

any website relating to the Business

and if You fail to do any of these You must pay Us any costs and expenses We incur

in performing the obligations for You and We may deduct these costs and expenses

(or a proportion of them) from the Deposit.

45.2 The end of the tenancy will not prevent You or Us making any claims against each

other in relation to any breach of obligation in the tenancy;

46 Re-Entry

We may end this tenancy by re-entering the Property or legal proceedings if:

(a) You do not pay any Rents within seven days of them becoming due (whether

formally demanded or not); or

(b) You do not comply with any of Your obligations to Us under this tenancy; or

(c) You become Insolvent; or

(d) You are disqualified from holding any Licences, or are convicted of any

offences which may prejudice Your ability to hold any Licences; or

(e) the Premises Licence is surrendered, suspended or revoked or a closure

order is issued; or

(f) You are in breach of any additional grounds for re-entry contained in any

Superior Lease.

Sample

Sample RPT 40

SECTION 11

General Provisions

47 Notices

47.1 Any notice to be given to Us must be in writing and properly addressed and posted

by special delivery (or its equivalent) or delivered to Us at Our registered office.

47.2 Any notice to be given to You or Your Guarantor shall be sufficiently given if left at

the Property, handed to You, or posted by special delivery (or its equivalent), or

delivered by facsimile or email to You (or any of the persons who are or were the

tenant) to either:

(a) the Property; or

(b) the address of You or Your Guarantor set out in the Summary (or the

address of the then current Tenant or guarantor in any deeds entered into

with Us); or

(c) the last address of You or Your Guarantor (or any of the persons who are or

were the Tenant or the Guarantor respectively) of which written notice has

been received by Us; or

(d) in the case of service by facsimile or email to the most recent number or

the email address that You have provided to Us in writing.

47.3 If You are two or more persons any notice given to any one of such persons shall be

deemed to have been given to all such persons.

47.4 If Your Guarantor is two or more persons any notice given to any one of such

persons shall be deemed to have been sufficiently given to all such persons.

48 Third Parties

Nothing in this tenancy shall give to any third party any right to enforce or to take

any benefit of any term of this tenancy.

49 Entire Agreement

49.1 This tenancy and its Schedules, any agreement for tenancy made between You and

Us prior to the grant of this tenancy and any Supplemental Documents comprise the

whole of this agreement. You acknowledge that You have not entered into this

agreement in reliance on any statement, representation, warranty or confirmation

of any nature in relation to the Property, Fixtures and Fittings, Trade Inventory or

Business, except for written replies to enquiries given by Our solicitors in response

to formal enquiries raised by Your solicitors.

49.2 You do not have any claim or right against Us in connection with any representation

or statement that We or Our representatives make prior to the date of this tenancy,

unless the relevant representation or statement was made or given fraudulently and

You relied upon it in entering into this tenancy.

Sample

Sample RPT 41

50 Data Protection

You confirm that You have no objection to Us:

(a) providing appropriate information that We hold in relation to You in

connection with the Property or the Business to suitable third parties in

relation to the management of this tenancy and any Supplemental

Documents, both during and after the expiry of the Term;

(b) obtaining information from any mortgagee of this tenancy as to the level of

debt and Your payment history;

(c) searching credit reference agencies for information about You and Your

Guarantor (if any) when considering any application for consent or when

considering taking action in relation to Your default; and

(d) recording Your telephone calls to Us for training and quality control

purposes and for keeping a record of communications relevant to the

Property and Your business arrangements with Us.

51 UK Industry Framework Code of Practice

(a) The UK Industry Framework Code of Practice for tied, tenanted and leased

pubs (the “Code”) as updated from time to time and or any successor code

as may be agreed by the signatories to the Code is intended to have

application to this agreement.

52 Professional Advice

Before executing this tenancy You confirm that:

(a) You and Your Guarantor have either received independent legal advice

about its terms or been advised of the wisdom of taking independent legal

advice but have chosen not to do so and accordingly have not relied upon

any advice or statement of Us or Our solicitors; and

(b) You had the opportunity to inspect and survey the Property and its

condition and You have seen the records of the Business and that You have

either taken independent professional advice on these, or understand the

risks of proceeding without this, and that You are not relying on Our advice

in this regard.

53 Exclusion of Security of Tenure

(a) We have served on You a notice dated [XX XX XXXX] in the form set out in

Schedule 1 to the Regulatory Reform (Business Tenancies) (England and

Wales) Order 2003 (“the Order”) in relation to the tenancy created by this

tenancy.

(b) You, or a person duly authorised by You, has in relation to that notice made

[a declaration dated in the form set

out in paragraph 7 of Schedule 2 to the Order] OR [a statutory

declaration dated in the form set

out in paragraph 8 of Schedule 2 to the Order].

Sample

Sample RPT 42

(c) Where that declaration was made by a person other than You, You confirm

that the declarant was duly authorised by You to make the declaration on

Your behalf.

(d) We and You confirm that this tenancy is not entered into pursuant to an

agreement for tenancy.

(e) We and You agree that the provisions of sections 24 to 28 (inclusive) of the

Landlord and Tenant Act 1954 are excluded in relation to the tenancy

created by this tenancy.

Sample

Sample RPT 43

SCHEDULE 1

A. Title Matters

1 The matters contained or referred to in the registers of title number [Title

Number] so far as they affect the Property.

2 The Superior Lease dated [Lease Date] and made between [Parties to the Lease]

and any rights contained in that lease and the underlease provisions in Part D of

this Schedule.

3 Any rights, reservations, easements and other matters affecting the Property at the

date of the tenancy or granted by Us over the Property under paragraph 10 of Part

B of this Schedule.

4 You are not entitled to any rights over other properties unless specified in this

tenancy.

B. Our Rights Over the Property

We reserve the following rights for Our benefit and the benefit of Our successors, any

superior landlord and mortgagee, and any other persons that We authorise, and We will

not be obliged to pay You any compensation for these rights unless We cause damage to

the Property when We exercise the rights.

1 Works to Adjoining Property - We may carry out works to rebuild any Adjoining

Property and use it for any purpose even if this affects the access of light and air to

the Property.

2 Services - We may use any Pipes (installed now or in the future) running through,

under or over the Property for the running of utilities, information and other

services or supplies from and to any Adjoining Property, any Telecom Site and any

Telecom Apparatus.

3 Advertising - We may erect and retain on the Property any advertisements,

hoardings, signs or notices and retain any income attributable to them.

4 Scaffolding - We may erect scaffolding to enable Us to perform Our rights or

obligations in relation to the Property or for any purpose connected with any

Adjoining Property, even if scaffolding may temporarily restrict the access of light

to the Property.

5 Support and Light – The benefit of any rights of light, air, support, protection,

shelter and all other easements and rights benefiting (now or at any time during

the Term) any Adjoining Property, any Telecom Site and any Telecom Apparatus.

6 Emergency Escape - We may use or pass along any fire escapes within the Property

benefiting any Adjoining Property.

7 Telecoms

(a) The right to install, operate, inspect, maintain, repair, renew, replace and

upgrade any Telecom Apparatus and the right to connect into, lay,

maintain, repair, renew and use communications connections to the

Telecom Apparatus and the Telecom Site.

Sample

Sample RPT 44

(b) The right to connect into and use Your electricity supply and install a check

meter (subject to reimbursing the cost of electricity consumed) and operate

connections from that supply to the Telecom Apparatus and the Telecom

Site.

(c) The right to install, use and maintain a separately metered electricity

supply to serve the Telecom Apparatus and the right to bring onto and

operate at the Property, in a position reasonably required by the Telecom

Operator, a backup power generator together with any associated sockets

and cables.

(d) The right to make necessary repairs to parts of the Property from which the

Telecom Apparatus obtain support.

8 Energy Saving Agreements – We may use the roofs, walls and grounds of the

Property for the installation and operation of micro generation and/or energy

saving equipment and on-site meters, and to remotely monitor the equipment and

meters and share the information with the appropriate bodies.

9 Electronic Communication Equipment - We may install in the Property such

information technology and electronic communication equipment which We

reasonably believe will enhance Your ability to communicate with Us and operate

the Business from the Property, or would enhance the services that You can provide

to Your customers. You will be responsible for the operational costs of this

equipment.

10 New Rights - We may grant any rights over the Property to a third party (including

entering into a Telecom Agreement or an Energy Saving Agreement) even though

these rights may affect Your rights of light and air or access to the Property, unless

the grant of those rights or agreements is likely to materially prejudice the

Business or Your use and occupation of the Property for the Permitted Use may be

affected.

11 Access – We may access the Property for the purposes set out in part C of this

Schedule.

C. Our Access to the Property

1 You must allow Us (and/or if relevant Our contractors and agents, with or without

equipment and tools) access to the Property for any or all of the following reasons:

(a) to inspect the condition and state of repair of the Property or the Trade

Inventory to inspect works carried out by You and to prepare schedules of

dilapidations and to carry out works that You are required to do but have

failed to do;

(b) to inspect the cellar and the Stock and to take samples of food and drink

(on payment of a pro-rata part of the price that You paid for the bulk from

which the samples are taken) examine casks, bottles or other containers and

to inspect Your stock records;

(c) to install, inspect and maintain Flow Monitoring Equipment and drinks

raising and dispense equipment and to use Your electricity supply at Your

cost to operate all this equipment

Sample

Sample RPT 45

(d) to comply with Our Statutory Obligations to You or to others;

(e) to prepare schedules for valuation and rent review purposes;

(f) to monitor Your compliance with Your obligations;

(g) to inspect the papers, records, management accounts, books and VAT

returns of the Business to enable Us to confirm that You are meeting your

obligations;

(h) to view the Property with interested parties and to display a sale or letting

board;

(i) to install and remove any beer and drinks dispensing equipment belonging to

Us or Our Nominated Suppliers;

(j) for any purpose in connection with the matters referred to in part B of this

Schedule;

(k) to carry out tests, inspections and surveys in respect of energy efficiency

and management of emissions; and/or

(l) to provide Accountancy Services and Stocktaking Services, Health and Safety

Compliance Services and Maintenance Services.

2 We must give You reasonable prior notice of Our access, and Our access shall be

during trading hours unless:

(a) it is an emergency situation (in which case We may break and enter if

necessary); or

(b) We have reasonable grounds to suspect that You are in breach of Your

obligations

in which case no notice is required.

3 We will take all reasonable care not to cause any damage to the Property and We

will repair any damage that We cause to the Property in entering unless Our entry

was required as a result of Your default.

D. Undertenancy Obligations

1 This part of this tenancy shall apply only if this is an undertenanacy.

2 We agree to pay to the Superior Landlord the basic rent payable under the Superior

Lease during the Term.

3 To the extent that they are not already contained in this tenancy You agree to

perform all the tenant’s obligations contained in the Superior Lease (except the

obligation to pay rent) and not to omit or allow anything to be done which will put

Us in breach of Our obligations. If the tenant’s obligations and conditions in the

Superior Lease are more onerous or restrictive in any respect than Your obligations

in this tenancy You must perform the obligations and abide by the conditions

contained in the Superior Lease.

Sample

Sample RPT 46

4 You must reimburse to Us any sums which We are required to pay under the

Superior Lease with the exception of the basic rent.

5 [Our obligation to insure and reinstate contained in Section 7 (Insurance) shall

not apply but instead We will use Our reasonable endeavours to procure that

the Superior Landlord complies with its obligations in the Superior Lease to

insure and re-instate the Property and the definition of Insured Risks shall be

replaced by the meaning of insured risks under the Superior Lease.]

Sample

Sample RPT 47

SCHEDULE 2

Additional Repairs

‘THIS SCHEDULE DOES NOT APPLY’

1 The “Additional Repairs” are those works set out in the attached schedule of

dilapidations.

2 At Your own cost You must commence the Additional Repairs immediately in

accordance with the standards set out in clause 35 (Standard of Your Works) and

must complete the Additional Repairs within [6/12/24 months – DPM to confirm]

of the date of this tenancy.

3 You will not be permitted to apply the Decoration Fund to the Additional Repairs.

4 Our repairing obligations in relation to the Property contained in clause 31 (Our

Repairing Obligations) shall not apply until You have complied with Your

obligations contained in this schedule.

Schedule of Dilapidations

See attached

Sample

Sample RPT 48

IN WITNESS of which this tenancy has been executed as a Deed but is not delivered until

the date stated the Summary.

SIGNED as a deed by [Insert name of 1

st

individual Tenant] )

in my presence:

Witness signature ………………………………………

Witness Name (in Block Capitals) ……………………………………..

Witness Address ……………………………………….

……………………………………….

SIGNED as a deed by [Insert name of 2

nd

individual Tenant] )

in my presence:

Witness signature ……………………………………….

Witness Name (in Block Capitals) ……………………………………….

Witness Address ……………………………………….

……………………………………….

SIGNED as a deed by [Insert details of Limited Company Name] )

acting by:

Director ……………………………………….

Director/Secretary ……………………………………….

SIGNED as a deed by [Insert name of 1

st

individual Guarantor] )

as guarantor in my presence:

Witness signature ………………………………………

Witness Name (in Block Capitals) ……………………………………….

Witness Address ……………………………………….

……………………………………….

Sample

Sample RPT 49

SIGNED as a deed by [Insert name of 2

nd

individual Guarantor] )

as guarantor in my presence:

Witness signature ………………………………………

Witness Name (in Block Capitals) ……………………………………….

Witness Address ……………………………………….

……………………………………….

Sample

Sample RPT 50

IN WITNESS of which each party has duly executed this Agreement as a Deed but is not

delivered until the date stated in the Summary.

EXECUTED AS A DEED by affixing )

THE COMMON SEAL of [Legal Owner] in the presence of: )

Authorised Sealing Officer

Sample