EXHIBIT 10.38
DATED 1999
LEASE
relating to
Unit 3
Dawley Park
Hayes
Middlesex
SUN LIFE ASSURANCE SOCIETY PLC (1)
HAWKER PACIFIC AEROSPACE LIMITED
and HAWKER PACIFIC AEROSPACE (2)
Ref: 538/A11952.18/PP2:219526.10/kdc
TABLE OF CONTENTS
PARTIES 1
1 Definitions and Construction 1
2 Demise 6
3 Tenant's Covenants 7
3.1 Rents 7
3.2 Outgoings 7
3.3 Gas and electricity charges 8
3.4 Repair 8
3.5 Reinstatement after damage 9
3.6 Inside painting 9
3.7 Landlord's right of inspection 10
3.8 Compliance with notices to remedy 10
3.9 Window cleaning 11
3.10 Yielding up 11
3.11 Reimbursement of Landlord's expenses 11
3.12 Alterations and waste 11
3.13 Signs 13
3.14 Notices of a competent authority 13
3.15 Requirements of any Act or competent authority 14
3.16 Planning Acts 14
3.17 User permitted 16
3.18 User prohibited 16
3.19 General alienation restrictions 18
3.20 Assignment of whole 19
3.21 Underletting 20
3.22 Undertenant provisions 20
3.23 Direct covenants from undertenant 22
3.24 Landlord's approval of underlease 23
3.25 Obligations relating to underletting 23
3.26 Registration of dealings 24
3.27 Notice of damage 25
3.28 Defective Premises Act 1972 25
3.29 Glass insurance 25
3.30 Third Party Insurance 26
3.31 No other insurance 26
3.32 Indemnities 26
3.33 Boards 27
3.34 Landlord's costs 27
3.35 Interest 28
3.36 Value Added Tax 28
3.37 Regulations affecting Estate 28
3.38 Obstructions and encroachments 29
3.39 Car Parking 29
3.40 Surety 30
3.41 Covenants and provisions affecting Landlord's title 30
4 LANDLORD'S COVENANTS 31
4.1 Quiet enjoyment 31
4.2 Insurance 31
4.3 Reinstatement 32
4.4 Repair of Estate and provision of services 33
5 PROVISOS 33
5.1 Re-entry 33
5.2 Payment of rent not waiver 35
5.3 Suspension of rent 36
5.5 No warranty as to use 36
5.6 Exclusion of Landlord's liability 37
5.7 Service of notices 37
5.8 Modification of compensation 37
5.9 Distress 38
5.10 Removal of Goods 38
5.11 Disputes between Tenants 38
5.12 No Building Scheme 38
5.13 No other Easements 39
5.14 Value Added Tax 39
THE FIRST SCHEDULE................................................... 41
Part 1 41
The Estate 41
Part 2 41
The Premises 41
SECOND SCHEDULE...................................................... 42
Part 1 42
Rights granted 42
Part 2 43
Rights reserved 43
THIRD SCHEDULE....................................................... 46
Review of Principal Rent 46
FOURTH SCHEDULE...................................................... 53
Service Charge 53
FIFTH SCHEDULE....................................................... 59
Surety's Covenants Guarantee of Tenant's performance 59
SIXTH SCHEDULE....................................................... 62
Landlord's Fixtures 62
SEVENTH SCHEDULE..................................................... 63
Works to be Disregarded on Rent Review 63
DATE
1999
PARTIES
(1) SUN LIFE ASSURANCE SOCIETY PLC (registered number 776273) whose registered
office is at 107 Cheapside London EC2V 6DU ("the Landlord")
(2) HAWKER PACIFIC AEROSPACE LIMITED (registered number 3459428) whose
registered office is at 1 London Road Southampton SO15 2AE and HAWKER
PACIFIC AEROSPACE of 11240 Sherman Way Sun Valley CA 91352-4942 USA
("the Tenant")
1 Definitions and Construction
1.1 In this Lease (unless the context otherwise requires or admits) the
following words and phrases shall have the following meanings
Word or Phrase Meaning
Act any Act of Parliament now or hereafter during the Term
to be passed
Common Parts the roadways ramps service yard service roads car parks
accessways forecourt loading areas landscaped areas
entrances in the Estate from time to time intended for
general use and any other parts of the Estate from time to
time intended for general use
consent of the Landlord prior consent in writing signed by the Landlord
Estate the property described in Part 1 of the First Schedule
Group Company a company which is in the same group as the Tenant
within the meaning of section 736 of the Companies Act
1985
Insured Risks loss or damage by fire storm tempest flood lightning
explosion aircraft (other than hostile aircraft) articles
dropped therefrom riot or civil commotion malicious
damage impact bursting and overflowing of pipes and
such other risks as the Landlord shall from time to time
during the Term determine
Lettable Areas those parts of the Estate leased or intended to be leased
to occupational tenants whether or not actually let
Landlord includes the estate owner for the time being of the
reversion immediately expectant on the termination of
the Term
Landlord's fixtures the fixtures and fittings brief particulars of which are
listed in the Sixth Schedule
Landlord's Surveyor the duly qualified surveyor for the time being of the
Landlord
last year of the Term the year of the Term ending on the termination of the
Term
notice notice in writing
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Permitted Part such parts of the Premises (up to two) as is/are approved
by the Landlord (such approval not to be unreasonably
withheld or delayed) subject to the Premises never being
divided into more than three parts
Permitted Underlease an underlease of the Premises to be granted upon the date
hereof by the Tenant to the said Hawker Pacific
Aerospace Limited such underlease to be in the form of
this Lease save only for amendment of the parties thereto
Perpetuity Period the period of eighty (80) years from the date hereof
Plan the plan annexed hereto
Planning Acts the Act or Acts for the time being in force relating to
town and country planning
Premises the property described in Part 2 of the First Schedule
together with all additions and improvements thereto and
all fixtures and fittings therein or thereon other than
tenant's or trade fixtures and fittings
Prescribed Rate either the base rate of Barclays Bank PLC (or such other
Bank being a member of the Committee of London and
Scottish Clearing Bankers as the Landlord may from
time to time nominate) or if no such base rate can be
ascertained then the rate at the relevant time which such
Bank (or alternative Bank as aforesaid) shall utilise for
equivalent purposes
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Principal Rent the rent FIRST reserved in clause 2
Rent Commencement Date
Rent Payment Dates the twenty fifth day of March the twenty fourth day of
June the twenty ninth day of September and the twenty
fifth day of December of each calendar year
Rents the rents reserved in clause 2
Retained Parts the entirety of the Estate excluding the Lettable Areas
Service Conduits and Appliances gas pipes water pipes drains ducts sewers cables
electric mains wires supply lines conduits appliances
air-conditioning apparatus and services
Service Rent the rent THIRDLY reserved in clause 2
Service Road the roadway shown coloured brown on the Plan
Tenant includes the successors in title of the Tenant and those
deriving title under it
Term the term hereby granted
termination of the Term the determination of the Term whether by effluxion
of time re-entry notice surrender (whether by operation of
law or otherwise) or by any other means whatsoever
underlease and include an agreement for underlease or
sub-underlease sub-underlease
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underlet includes an agreement to underlet
1.2 In this Lease where the context requires
1.2.1 words importing the singular include the plural and vice versa
1.2.2 words importing the masculine include the feminine and neuter
1.2.3 where a party consists of more than one person covenants and obligations
of that party shall take effect as joint and several covenants and
obligations
1.3 References to any Act include references to any statutory modification
or re-enactment thereof for the time being in force and any order
instrument regulation or by-law made or issued thereunder
1.4 The clause headings shall not in any way affect the construction of this
Lease
1.5 It shall be a breach of the covenants and conditions on the part of the
Tenant herein contained to permit or suffer any act in breach of such
covenants and conditions
2 Demise
The Landlord demises the Premises to the Tenant TOGETHER WITH the rights
granted in Part 1 of the Second Schedule RESERVING to the Landlord and
all others authorised by the Landlord the rights set out in Part 2 of
the Second Schedule TO HOLD for the term of Twenty five (25) years
from (and including) 19 and expiring on (and
including) determinable as herein provided SUBJECT TO all rights
easements quasi-easements covenants and stipulations affecting the
Premises including the matters contained in or referred to in the deeds
and documents listed in the Fifth Schedule paying during the Term FIRST
from the date hereof until the Rent Commencement Date the yearly rent of
one peppercorn and from the Rent Commencement Date until (and including)
day of 19 the yearly rent (and proportionately for any
part of a year) of POUNDS ((Pounds) ) and thereafter the
-5-
yearly rent payable under the Third Schedule such rent to be paid
without any deduction or set off whether legal or equitable (except as
required by any Act) by four equal quarterly payments in advance on the
Rent Payment Dates the first payment for the period beginning on (and
including) day of 19 and ending on (and including) day of
19 to be made on the day of 19 SECONDLY a yearly rent equal
to 38 per centum per annum of the sum or sums (including the cost of
periodic valuations for insurance purposes (but not more than once a
year)) incurred or to be incurred by the Landlord in performance of the
Landlord's covenant for insurance in clause 4.2 such yearly rent to be
paid on demand THIRDLY the yearly rent ascertained in accordance with
the provisions of the Fourth Schedule such rent to be paid in accordance
with the Fourth Schedule and FOURTHLY by way of additional rent the
interest payable pursuant to clause 3.35
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3 Tenant's Covenants
The Tenant covenants with the Landlord
3.1 Rents
To pay the Rents at the times and in manner aforesaid if so required by
banker's standing order without any deduction (except as aforesaid) by
way of set off (whether legal or equitable or of any other description)
or otherwise
3.2 Outgoings
3.2.1 To defray or in the absence of direct assessment on the Premises to pay
to the Landlord a fair proportion (to be conclusively determined by the
Landlord) of all existing and future rates taxes assessments charges
and outgoings payable in respect of the Premises or any part thereof by
any estate owner landlord tenant or occupier thereof (save only for any
occasioned by the receipt of Rents or as a result of any disposition of
or dealing with or the ownership of any estate or interest expectant in
reversion on the termination of the Term other than a deemed disposal
or dealing arising as a consequence of any act or default of the Tenant
its undertenants licensees agents or servants)
3.2.2 To pay to the Landlord on demand the amount of any rates or surcharge
payable by the Landlord after the termination of the Term through the
Landlord's inability to claim void rate relief for the maximum period
(commencing with the date of termination of the Term) which would have
been allowed had the Premises been occupied up to the date of the
termination of the Term
3.2.3 Not to agree any valuation of the Premises for rating purposes or agree
any alteration in the rating list in respect thereof without the prior
written consent of the Landlord (such consent not to be unreasonably
withheld or delayed)
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3.2.4 Not to make any proposal to alter the rating list so far as the list
relates to the Premises or lodge an appeal in respect thereof without
the prior written consent of the Landlord (such consent not to be
unreasonably withheld or delayed)
3.2.5 Without prejudice to clause 3.12 forthwith upon receipt to provide the
Landlord with a copy of any notice of an alteration or proposed
alteration in the rating list which will or may affect the Premises
3.3 Gas and electricity charges
3.3.1 To pay to the suppliers thereof all charges for gas electricity and
water (including meter rents) consumed in the Premises during the Term
3.3.2 To comply with the requirements and regulations of the supply authority
with regard to the electrical wiring installations and equipment in the
Premises and not without the consent of the Landlord (such consent not
to be unreasonably withheld or delayed) to carry out any electrical
work whatsoever or make any alteration to or extension of the
electrical installations in the Premises or the Estat e
3.4 Repair
3.4.1 To put and keep the Premises and every part thereof in good and
substantial repair and condition throughout the Term and when necessary
to rebuild the same (damage by the Insured Risks excepted subject to
exclusions of the policy or policies effected by the Landlord and save
to the extent that such policies shall have been vitiated or payment of
the policy monies refused in consequence of some act or default on the
part of or suffered by the Tenant its undertenant or their respective
servants agents licensees or invitees)
3.4.2 To keep all parts of the Premises which are not built upon in a good
and clean condition adequately surfaced and free from weeds and all
landscaped areas properly cultivated and maintained
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3.4.3 To keep all plant machinery apparatus and equipment in the Premises
properly maintained and in good working order and condition and when
necessary renew or replace the same
3.5 Reinstatement after damage
In the event that the Premises shall be destroyed or damaged by any of
the Insured Risks and if the Term shall not have been determined under
clause 5.4 if so required to join with the Landlord (at the parties'
joint cost insofar as the costs are not recoverable from insurance) in
making application for any planning or other permission necessary for
rebuilding or reinstating the Premises
3.6 Inside painting
3.6.1 As often as reasonably required (having regard to the nature of the
surfaces and the materials used in the construction of the Premises)
(but no more often than once in every fifth year of the Term) and in
the last three months of the last year of the Term in a proper and
workmanlike manner to prepare and paint all inside surfaces of the
Premises usually painted with two coats of good quality paint and to
restore all other inside surfaces to their proper condition and
appearance
3.6.2 In complying with this covenant in the last three months of the last
year of the Term to use only materials approved by the Landlord (such
approval not to be unreasonably withheld or delayed)
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3.7 Landlord's right of inspection
Subject to the provisions of clause 5.17 hereof to permit the Landlord
and any authorised person at all reasonable times and (save in the case
of emergency) upon previous notice to enter upon the Premises for any
of the following purposes
3.7.1 to view and examine the state and condition of the Premises and to take
schedules or inventories of the Landlord's fixtures and fittings and
3.7.2 to exercise any of the rights excepted and reserved by this Lease and
3.7.3 to comply with the covenants on the part of the Landlord herein
contained and
3.7.4 for any other reasonable purpose connected with the interest of the
Landlord in the Premises including but not limited to the valuation or
disposal of any interest of the Landlord
3.8 Compliance with notices to remedy
3.8.1 Forthwith to commence and thereafter diligently to proceed with any
works to the Premises which are necessary to comply with any notice
properly given by the Landlord requiring the Tenant to remedy any
breach of the Tenant's covenants relating to the state and condition of
the Premises found upon any inspection
3.8.2 If the Tenant shall not within a period of ninety (90) days or sooner
if requisite comply with any such notice to permit the Landlord and any
authorised person to enter the Premises to remedy any such breach
3.8.3 To pay to the Landlord on demand all the reasonable costs and expenses
reasonably and properly incurred by the Landlord under the provisions
of clause
3.8.2 which sums shall at the option of the Landlord be recoverable by action
or as rent in arrears
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3.9 Window cleaning To clean the window glazing in the Premises as often as
reasonably necessary and in any event at least once in every two months
3.10 Yielding up
At the termination of the Term
3.10.1 to yield up the Premises (Tenant's or trade fixtures and fittings only
excepted) in good and substantial repair and condition and fully in
accordance with the foregoing Tenant's covenants and
3.10.2 to make good to the satisfaction of the Landlord any damage caused to
the Premises by the removal of the Tenant's fixtures fittings furniture
and effects or any signs or notices installed by the Tenant pursuant to
the provisions hereafter contained and by the reinstatement of the
Premises pursuant to any covenant with the Landlord
3.11 Reimbursement of Landlord's expenses
To reimburse to the Landlord all expenditure reasonably incurred by the
Landlord after the termination of the Term in repairing rebuilding
renewing painting and decorating the Premises so as to put them into
the condition required by the foregoing Tenant's covenants and to pay
to the Landlord a sum equivalent to the loss of rent suffered by the
Landlord during the period from such termination until all such works
have been completed
3.12 Alterations and waste
3.12.1 Subject to the provisions of sub-clauses 3.12.2 and 3.12.3 not to erect
or permit or suffer to be erected any other building structure pipe
wire mast or post upon the Premises nor to make or permit or suffer to
be made any alteration in or addition to the Premises nor to commit or
permit or suffer any waste spoil or destruction in or upon the Premises
nor to cut injure or remove or
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suffer to be cut injured or removed any of the roofs walls (whether
outside or inside) floors joists timbers wires pipes drains
appurtenances or fixtures of the Estate or the Premises
3.12.2 Not to make any alterations of any nature to the Premises (whether
structural or not) or any part thereof without the consent of the
Landlord such consent not to be unreasonably withheld or delayed
provided always that the Landlord shall be entitled
(a) to require that the Works are carried out in a good and
workmanlike manner and
(b) as a condition of giving consent to stipulate that the Tenant
enter into such covenants with the Landlord as the Landlord shall
require with regard to the carrying out of the works including
(without limitation) a covenant for reinstatement
3.12.3 In the event that the Tenant shall at any time carry out works to the
Premises in breach of the provisions of this clause the Landlord will
be entitled without notice to enter the Premises and remove such works
or any part thereof and reinstate the Premises PROVIDED THAT the costs
thereby incurred including interest calculated at the rate of Four per
centum per annum above the Prescribed Rate on a day to day basis from
the date of expenditure until the date of payment shall be recoverable
by action or at the option of the Landlord as rent in arrears
3.12.4 Notwithstanding the above and subject to the provisions of clauses 3.17
and 3.19 the Tenant shall be entitled (without the consent of the
Landlord) to install alter and remove demountable partitions which do
not affect the structure PROVIDED THAT
(a) the Tenant shall deposit with the Landlord plans showing the
location of the partitions immediately after the installation
alteration relocation of the same and
(b) the Tenant shall at the termination of the Term remove such
partitions and make good to the satisfaction of the Landlord all
damage to the Premises thereby caused
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3.13 Signs
3.13.1 Not to affix any sign on the exterior of the Premises without the
Landlord's prior written consent (such consent not to be unreasonably
withheld or delayed)
3.13.2 Subject to clause 3.13.1 above and save as provided in paragraph 5 of
Part 1 of the Second Schedule not to affix or display or permit or
suffer to be affixed or displayed upon any part of the exterior of the
Premises or the Estate or to or through any window thereof any placard
poster notice advertisement name or sign whatsoever Any sign erected by
the Tenant in breach of the provisions of this clause may be removed by
the Landlord and the costs thereby incurred including interest
calculated at the rate of Four per centum per annum above the
Prescribed Rate in respect of the period from the date of expenditure
until the date of payment shall be recoverable by action or at the
option of the Landlord as rent in arrears
3.14 Notices of a competent authority
Within fourteen days (or sooner if reasonably requisite having regard
to the requirements of the same) of the receipt by the Tenant of any
notice order requisition direction or plan given made or issued to or
by a competent authority affecting the Premises or the occupation or
user thereof to supply a copy thereof to the Landlord and to make or
join in making (at the Landlord's cost) such objections or
representations against or in respect thereof as the Landlord may
reasonably require
3.15 Requirements of any Act or competent authority
3.15.1 To comply in every respect with the provisions of any Act or the
requirements of any competent authority in respect of the Premises or
any part thereof or in respect of the occupation or user thereof and to
indemnify the Landlord against all claims demands expenses and
liability in respect thereof and to pay all costs charges and expenses
incurred by the Landlord in connection with any such provision or
requirement
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3.15.2 In the event that at any time the Tenant shall not carry out such works
as are necessary to comply with the provisions and requirements
referred to in clause 3.15.1 then the Landlord may (but shall not be
obliged to) enter the Premises and carry out such works itself and the
reasonable costs thereby incurred including interest calculated at the
rate of Four per centum per annum above the Prescribed Rate on a day to
day basis from the date or expenditure until the date or repayment
shall be recoverable by action or at the option of the Landlord as rent
in arrears and
3.15.3 Not at any time to make application whether to the Court or otherwise
for any apportionment of the costs or expenses incurred or to be
incurred by the Tenant in compliance with the provisions and
requirements referred to in clause
3.16 Planning Acts
Without prejudice to the generality of the last preceding Sub-clause in
relation to the Planning Acts
3.16.1 to comply with the provisions of the Planning Acts and of any planning
permissions relating to or affecting the Premises and
3.16.2 not to make any application for planning permission in respect of the
Premises without the consent of the Landlord such consent not to be
unreasonably withheld or delayed and
3.16.3 at the expense of the Tenant to obtain and if appropriate to renew all
planning permissions and any other consents and to serve all necessary
notices required for the carrying out by the Tenant of any operations
or the commencement of any work on the Premises which may constitute
Development which the meaning of the Planning Acts and
3.16.4 not to implement any planning permission before it has been produced to
the Landlord and acknowledged as satisfactory but such acknowledgement
not to be unreasonably withheld or delayed PROVIDED THAT the Landlord
may refuse to approve such planning permission on the grounds that any
condition contained in it or anything omitted from it or the period
referred to in
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it would in the reasonable opinion of the Landlord be or
be likely to be prejudicial to the Landlord's interest in the Premises
or in any adjoining property and
3.16.5 unless the Landlord shall otherwise direct in writing to carry out and
complete before the termination of the Term any works required to be
carried out to the Premises as a condition of any planning permission
granted during the Term and implemented by the Tenant whether or not
the date by which the planning permission requires such works to be
carried out is within the Term and
3.16.6 to produce to the Landlord on demand all plans documents and other
evidence as the Landlord may reasonably require in order to satisfy
itself that the provisions of this clause have been complied with and
3.16.7 in any case where a planning permission has been granted subject to
conditions the Landlord shall be entitled (where it is reasonable to do
so) to require the Tenant to provide security for the compliance with
such covenants
3.17 User permitted Not to use or occupy the Premises other than for the
purposes specified in Use Classes B1 (b) and (c) B2 and B8 of the Town
and Country Planning (Use Classes) Order 198 7
3.18 User prohibited
3.18.1 Not to store or bring upon the Premises any materials or liquid of a
specially combustible inflammable dangerous or offensive nature save
for any such materials or liquids the nature of which have been
previously disclosed to the Landlord (subject to the same being stored
and used in accordance with any statutory provisions relating thereto)
3.18.2 Not to do any act or thing whereby any insurance effected on the Estate
or Premises or any neighbouring property may be rendered void or
voidable or unless the Tenant shall pay such
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increased premium the rate of premium thereon may be increased and to
comply with all requirements of the insurers as to fire precautions
relating to the Premises
3.18.3 To keep the Premises supplied and equipped with such fire fighting
equipment as may be required by statute or the insurers and not at any
time to obstruct the means of access to or means of working of any such
equipment
3.18.4 Not to do on the Premises or any part thereof any act or thing
whatsoever which may be or tend to be a nuisance annoyance damage or
disturbance to the Landlord or the owners or occupiers of any adjoining
or neighbouring property PROVIDED ALWAYS that the carrying on by the
Tenant (here meaning Hawker Pacific Aerospace Limited and Hawker
Pacific Aerospace Incorporated only) of its business at the Premises in
a usual and reasonable manner for a business of that type shall not in
any event be deemed to be a breach of the provisions of this sub clause
or any other provision contained or referred to in this Lease
3.18.5 Not to use the Premises or any part thereof for any illegal or immoral
purpose
3.18.6 Not to bring into or upon the Estate and/or the Premises or do anything
which might throw on the Estate and/or the Premises any load or weight
in excess of that which the Estate and/or the Premises are designed or
constructed to bear with due margin for safety nor to cause any undue
vibration to the Premises or any part of the Estate by machinery or
otherwise
3.18.7 Not to discharge into any of the Service Conduits and Appliances any
oil or grease or other noxious or deleterious effluent or substance
which may cause an obstruction or be or become a source of danger or
which might injure the Service Conduits and Appliances or the drainage
system of the Estate or which might overload the Service Conduits and
Appliances or which is calculated or likely to pollute the water of any
stream or river
3.18.8 Not to hold in the Premises any sale by public auction public
exhibition or political meeting
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3.18.9 Not to obstruct the Common Parts or any means of escape nor to do
anything which might be or become a source of danger to persons using
the Common Parts or means of escape
3.18.10 Not to deposit in the Common Parts or on any land forming part of the
Premises any rubbish refuse or trade empties of any kind other than in
proper receptacles
3.18.11 Not to store stack or load out upon any land forming part of the
Premises any materials equipment plants bins crates or any other item
which is or might become in the reasonable opinion of the Landlord
untidy unsightly unclean or in any way detrimental to the amenity of
the Estate
3.18.12 Not to load or unload any goods amongst or dispatched from the Premises
except within the curtilage of the Premises and in such a way that
access to egress from other parts of the Estate is not obstructed
3.18.13 Not to post outside the Premises or in the Common Parts nor to expose
from the windows of the Premises any articles goods or things of any
kind
3.19 General alienation restrictions
3.19.1 Save for one or more underlettings of a Permitted Part or Permitted
Parts not to assign charge or underlet part only of the Premises
3.19.2 Not to part with or share possession or occupation of the Premises or
any part of them except that the Tenant may share occupation of the
Premises or any part of them with a Group Company on condition that
(a) no relationship of landlord and tenant is created
(b) the Tenant gives the Landlord immediate notice in writing of the
name of the Group Company its relationship to the Tenant the area
occupied the date of occupation and the date of vacation and
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(c) the Tenant procures (and covenants to this effect) that the Group
Company shall vacate the Premises immediately upon the earlier of
the Termination of the Term or the date on which the company ceases
to be a Group Company
3.19.3 Not to charge the whole of the Premises without the consent of the
Landlord not to be unreasonably withheld or delayed
3.20 Assignment of whole
3.20.1 Not to assign the whole of the Premises without the consent of the
Landlord not to be unreasonably withheld or delayed but the Landlord
and Tenant agree for the purposes of Section 19(1A) of the Landlord and
Tenant Act 1927 that the Landlord may withhold its consent in any of
the circumstances specified in clause 3.20.2 and may impose all or any
of the conditions specified in clause 3.20.3 as a condition of its
consent
3.20.2 The circumstances referred to in clause 3.20.1 are
(a) if there are any outstanding arrears of rent
(b) if the proposed assignee is not a person who in the Landlord's
reasonable opinion is able to comply with the Tenant's obligations
contained in this Lease
(c) if the proposed assignee has the right to claim diplomatic
immunity or exemption from the Tenant's covenants contained in this
Lease
3.20.3 The conditions referred to in clause 3.20.1 are
(a) that the Tenant and the Surety (if any) enter into a deed of
guarantee (being an authorised guarantee agreement within Section
16 of the Landlord and Tenant (Covenants) Act 1995) with the
Landlord on or before completion of the assignment in such form as
the Landlord shall reasonably require
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(b) that (if the Landlord reasonably so requires) the proposed assignee
provides a guarantor or guarantors acceptable to the Landlord
(acting reasonably) who shall covenant (jointly and severally if
more than one) with the Landlord on the terms contained in the
Sixth Schedule
3.20.4 The circumstances and conditions set out in clauses 3.20.2 and 3.20.3
shall not operate to limit the Landlord's right to withhold such
consent on any other ground or grounds where it would be reasonable to
do so or to impose any other reasonable conditions upon the grant of
such consent
3.21 Underletting
Not to underlet the whole or a Permitted Part or Parts of the Premises
without the consent of the Landlord not to be unreasonably withheld or
delayed and on condition that in every case
3.21.1 the rents reserved by such underlease shall not be less than the
greater of the rents for the time being payable by the Tenant under
this Lease or a due proportion of them (such proportion in the case of
dispute to be conclusively determined by the Landlord's Surveyor) and
the best rent reasonably obtainable in the open market for the premises
to be underlet without taking a fine or premium and shall not be
commuted or payable more than one quarter in advance and
3.21.2 an underlease of a Permitted Part (but not an underlease of the whole)
incorporates an agreement authorised beforehand by an order of the
Court excluding Sections 24 to 28 of the Landlord and Tenant Act 1954
in relation to such underlease
3.22 Undertenant provisions
To incorporate (or procure the incorporation of) in every permitted
(mediate or immediate) underlease
3.22.1 a covenant that the undertenant shall not underlet the whole or part of
the underlet premises without the consent of both the Landlord and the
Tenant (each such consent not to be
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unreasonably withheld or delayed) and not save in the case of the
Permitted Underlease (where such a restriction shall not be required)
without incorporating in such underlease an absolute restriction
against further underletting whether of the whole or part of the
underlet premises
3.22.2 a covenant that the undertenant shall not assign or charge part only of
the underlet premises
3.22.3 a covenant that the undertenant shall not assign the whole of the
underlet premises without the consent of both the Landlord and the
Tenant (each such consent not to be unreasonably withheld or delayed)
and without the undertenant on or before completion of the assignment
entering into an authorised guarantee agreement within Section 16 of
the Landlord and Tenant (Covenants) Act 1995 with the Tenant in such
form as the Landlord shall reasonably require
3.22.4 a covenant that the undertenant shall not charge the whole of the
underlet premises without the consent of both the Landlord and the
Tenant (each such consent not to be unreasonably withheld or delayed)
3.22.5 a covenant that the undertenant shall not part with or share possession
or occupation of the underlet premises except by way of assignment sub-
underletting (in the case only of the Permitted Underlease) or charge
pursuant to the provisions contained in this clause 3.22
3.22.6 a covenant by the undertenant to observe and perform all the Tenant's
covenants contained in this Lease (other than payment of the Rents)
insofar as they relate to the underlet premises
3.22.7 a covenant by the undertenant (which the Tenant covenants to enforce)
prohibiting the undertenant from causing or suffering any act or thing
upon or in relation to the underlet premises inconsistent with or in
breach of the provisions of this Lease
3.22.8 a condition for re-entry on the breach of any covenant by the
undertenant
3.22.9 such provisions as are necessary to ensure that the rent reserved by
the underlease is reviewed on the dates and upon the terms provided for
review of rent in this Lease
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3.23 Direct covenants from undertenant
Upon any permitted underlease to procure that the undertenant shall
give a direct covenant under seal in favour of the Landlord
3.23.1 to observe and perform the covenants and conditions on the part of the
Tenant contained in this Lease (save as to payment of Rents) insofar as
they relate to the underlet premises and
3.23.2 that in the event that this Lease shall be forfeited or a liquidator or
trustee in bankruptcy shall disclaim the Lease the undertenant shall if
the Landlord so requires by notice in writing given to the undertenant
within three (3) months after such event take a new lease of the
premises demised by the underlease for the residue of the underlease
term unexpired at the date of such event and at the rents then payable
under the underlease and subject to the terms of the underlease in
every respect and to execute and deliver to the Landlord a counterpart
of such lease and pay to the Landlord on demand the costs incurred in
its preparation and completion
3.23.3 and (if reasonably required) to procure that a guarantor or guarantors
reasonably acceptable to the Landlord guarantee such covenants in such
terms as the Landlord may from time to time reasonably require and
covenant with the Landlord to enter into any new lease required
pursuant to the covenant contained in clause 3.23.2 to guarantee the
lessee's covenants contained in such lease in such terms as the
Landlord may from time to time reasonably require
3.24 Landlord's approval of underlease
Without prejudice to the other provisions relating to underletting
contained in this Lease the Tenant shall obtain the approval of the
Landlord's solicitors (such approval not to be unreasonably withheld or
delayed) in relation to the form of underlease finally agreed with the
proposed undertenant before granting it
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3.25 Obligations relating to underletting
3.25.1 To enforce all the covenants and obligations of the undertenant contained
in any underlease and not expressly or by implication waive any breach of
them
3.25.2 Not to give consent to or participate in any variation or addition to or
accept any surrender of any permitted underlease
3.25.3 Duly and efficiently to operate and effect all reviews of rent pursuant
to the terms of any permitted underlease but not to agree the amount of
any reviewed rent without the consent of the Landlord (such consent not
to be unreasonably withheld or delayed)
If such review is referred to a third party for determination then the
Tenant shall
(a) include in its representations such third party representations as
the Landlord may reasonably require
(b) if at the date of such determination the rent payable under this
Lease is being reviewed in accordance with the provisions of the
Third Schedule and the determination has been referred to a third
party then at the option of the Landlord use its reasonable
endeavours to procure the agreement of the undertenant to such third
party determining the revised rent under the underlease
3.25.4 Not to agree the amount of any interim rent payable under Section 24A of
the Landlord and Tenant Act 1954 without the consent of the Landlord not
to be unreasonably withheld or delayed
3.25.5 If the amount of interim rent or the terms of any underlease shall be
determined by the Court under the provisions of Part II of the Landlord
and Tenant Act 1954 then to make to the Court such representations with
regard to the amount of such rent and the terms of such tenancy as the
Landlord may reasonably require to the reasonable satisfaction of the
Landlord and
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3.25.6 From time to time on demand during the Term the Tenant shall provide the
Landlord with full particulars of all occupiers and derivative interests
in the Premises (however remote) and disclose whether there are any
grounds known to the Tenant on which an application under Section 24(1)
or Section 26(1) of the Landlord and Tenant Act 1954 might reasonably be
opposed by the Competent Landlord (as defined in the Sixth Schedule of
that Act)
3.26 Registration of dealings
3.26.1 Within one month after any assignment underlease assent transfer
assignment of underlease mortgage charge or other disposition or
devolution of the Premises or any part of them whether mediate or
immediate to give notice of it in duplicate to the Landlord's solicitors
and provide a copy (certified as true) of the deed instrument or other
document evidencing or effecting such disposition and pay to the
Landlord's solicitors a reasonable fee (but not less than (Pounds)25) for
its registration
3.26.2 The registration of any document in accordance with clause 3.26.1 shall
be evidence of notification of such transaction to the Landlord but shall
not require the Landlord to consider the terms of such transaction
3.27 Notice of damage
In the event of the Premises being destroyed or materially damaged to
give notice thereof immediately to the Landlord stating (if possible) the
cause of such destruction or damage
3.28 Defective Premises Act 1972
Immediately upon becoming aware of the same to give notice to the
Landlord of any defect in the Premises which might give rise to an
obligation on the Landlord to do or refrain from doing any act or thing
under the Defective Premises Act 1972 and to display and maintain in the
Premises all notices which the Landlord may from time to time reasonably
require to be displayed in relation to such Act
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3.29 Glass insurance
To insure and keep insured in the joint names of the Landlord and Tenant
against loss or damage by accident all glass in the windows doors and
partitions in the Premises to the full replacement value thereof in such
insurance office of repute as may be approved by the Landlord and to
produce evidence of the existence of the policy and the payment of the
last premium receipt to the Landlord within seven days following demand
and forthwith lay out all monies received from such insurance and such
other monies as may be necessary in reinstating the glass with glass of
the same quality
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3.30 Third Party Insurance
To effect and maintain for such a sufficient amount and with reputable
insurers insurance against liability to employees and third parties and
contingencies arising under the Defective Premises Act 1972 and any other
Act or at common law and to produce evidence of the existence of the
policy and payment of the last premium to the Landlord within seven days
following demand once a year
3.31 No other insurance
Not to effect or maintain any insurance in respect of the Premises
(except as to Tenant's fixtures and contents and except for the Tenant's
usual and normal business insurances)
3.32 Indemnities
3.32.1 To indemnify the Landlord against all costs and expenses including
professional fees properly incurred by the Landlord in connection with
all and every loss and damage whatsoever incurred or sustained by the
Landlord as a consequence of every breach of covenants by and conditions
on the part of the Tenant set out (or implied) herein PROVIDED THAT such
indemnity shall extend to and cover all reasonable costs and expenses
incurred by the Landlord in connection with any steps which the Landlord
may take to remedy any such breach and be without prejudice to any rights
or remedies of the Landlord in respect of any such breach
3.32.2 To indemnify the Landlord against all actions claims liabilities costs
and expenses alleged or demanded by the owners or occupiers of any
adjoining or neighbouring property or other parties arising through the
use or occupation of the Premises the existence of any article in or
about the Premises or the execution or omission of any works upon the
Premises except insofar as the same may be due solely to the Landlord's
own act or default or the act or default of the Landlord's employees or
agents
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3.33 Boards
To permit the Landlord during the last six months of the Term to affix
and retain without interference upon any suitable and conspicuous part of
the Estate or the Premises (but not so as materially to affect the access
of light and air to the Premises or the Tenant's use and enjoyment of the
Premises) a notice for re-letting the same or at any time during the Term
for selling or other dealing with the Landlord's interest in the Premises
3.34 Landlord's costs
To pay to the Landlord on demand all reasonable costs charges and
expenses (including legal and surveyor's fees and costs) properly
incurred of and incidental to
3.34.1 every application made by the Tenant for the consent of the Landlord
whether the same be granted or lawfully refused or proffered subject to
any lawful qualification or condition or whether the application be
withdrawn including and without prejudice to the foregoing any costs
incurred by the Landlord in compliance with the requirements of the
Landlord and Tenant Act 1988
3.34.2 the preparation and service of a notice under Section 146 of the Law of
Property Act 1925 and of any proceedings under Sections 146 or 147 of the
Act notwithstanding that any right of re-entry has been waived or the
Tenant obtains relief or forfeiture is avoided otherwise than by relief
granted by the Court
3.34.3 any schedule relating to wants of repair to the Premises whether served
during or within six months after the termination of the Term and
3.34.4 the recovery of any arrears of the Rents or other moneys payable under
this Lease or the remedying of any breach of covenant by the Tenant
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3.35 Interest
If any sum payable by the Tenant to the Landlord under this Lease shall
not be paid on the due date or shall not be accepted by the Landlord for
a reasonable period so as not to waive any existing breach or alleged
breach of covenant to pay to the Landlord interest thereon at the rate of
two per centum per annum above the Prescribed Rate calculated on a day to
day basis from the date of the same becoming due down to the date of
payment and the aggregate amount for the time being so payable shall at
the option of the Landlord be recoverable by action or as rent in arrears
3.36 Value Added Tax
Whenever any sum is payable by the Tenant on which value added tax or any
other tax is payable (whether or not such tax is imposed at the election
of or with the consent of the Landlord) then (subject to the Landlord
providing a VAT invoice addressed to the Tenant) to pay to the Landlord
in addition to such sum the amount of the value added or other tax
thereon at the rate applicable to that payment and such sums shall at the
option of the Landlord be recoverable by action or as rent in arrears
3.37 Regulations affecting Estate
To comply in all respects with the regulations for the time being made by
the Landlord for the maintenance of the amenity and good order of the
Estate provided that such regulations do not conflict with the terms of
this Lease or derogate from the rights granted to the Tenant by this
Lease
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3.38 Obstructions and encroachments
Not to obstruct or permit or suffer to be obstructed any of the windows
lights or ventilators belonging to the Premises nor to permit or suffer
any new window light ventilator passage drainage or other encroachment or
easement to be made into against or over the Premises or any part thereof
AND in case any encroachment or easement whatsoever shall be attempted to
be made or acquired by any person whomsoever to give notice thereof to
the Landlord immediately the same shall come to the knowledge of the
Tenant and at the cost of the Landlord do all such things as may be
reasonable and proper for preventing any new encroachment or easement
being made or acquired
3.39 Car Parking
3.39.1 Not to do or permit or suffer to be done anything in or about the parking
spaces which from time to time form part of the Premises ("the Parking
Spaces") or the service road or accessways leading thereto which would or
could constitute a nuisance annoyance obstruction disturbance or cause
damage or inconvenience to the Landlord or the Tenants or occupiers of
the Estate
3.39.2 To comply and ensure that the Tenant's visitors comply with such
reasonable regulations as the Landlord may make for the regulation of the
traffic to and from the Premises
3.39.3 Not to do or permit any person to wash any motor car carry out works of
repair or maintenance to a motor car or pour petrol or other fuel into
the tank of such a car whilst parked in the Parking Spaces
PROVIDED THAT the Landlord shall not incur any liability or
responsibility to the Tenant or any other person firm or corporation
(a) for any loss of or damage to or from any motor car using the Parking
Spaces nor for any damage or injury suffered by any driver or
passenger in such motor car or by the Tenant or any visitor of the
Tenant and
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(b) if any person other than the Tenant shall use or occupy the Parking
Spaces without the consent of the Landlord
3.40 Surety
In the event that any person firm or body corporate which has or shall
have guaranteed the Tenant's obligations contained in this Lease shall
die or an event shall occur in relation to such person firm or body
corporate of the type referred to in clauses 5.1.3 5.1.4 5.1.5 or 5.1.6
then to give immediate notice thereof to the Landlord and if so required
by the Landlord at the expense of the Tenant within 30 working days
thereafter to procure that some other guarantor or guarantors reasonably
acceptable to the Landlord execute a guarantee in respect of the Tenant's
obligations contained in this Lease in the form referred in the Sixth
Schedule
3.41 Covenants and provisions affecting Landlord's title
By way of indemnity to observe and perform the covenants and conditions
contained or referred to in Entry 1 of the Charges Register of Title
Number NGL 346507 and insofar as they relate to any act carried out by
the Tenant the covenants and conditions contained or referred to in
clause 3 of the Transfer dated 31 March 1992 referred to in Entry No 4 of
the Charges Register of Title Number NGL 346507 so far as the same affect
the Premises and to keep the Landlord fully and effectually indemnified
from and against all actions costs proceedings claims and demands arising
from any breach or non-observance or non-performance thereof
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4 LANDLORD'S COVENANTS
The Landlord covenants with the Tenant as follows
4.1 Quiet enjoyment
That the Tenant paying the Rents and performing and observing the
covenants and stipulations on the part of the Tenant herein shall
peaceably hold and enjoy the Premises during the Term without any
interruption by the Landlord or any person rightfully claiming under or
in trust for the Landlord
4.2 Insurance
To insure the Estate (other than plate glass) and keep the same insured
subject to such exclusions excesses and limitation as may be imposed by
the insurers and which are notified to the Tenant against
4.2.1 loss or damage by the Insured Risks in such amount as is from time to
time sufficient to cover the full amount of the costs of completely
rebuilding or reinstating the Estate including reasonable provision for
escalation of such costs between the date of destruction or damage and
the date of rebuilding or reinstating the Estate professional fees and
expenses in such amount as the Landlord shall from time to time deem
appropriate and the cost of site clearance including demolition and
debris removal and value added tax on all such sums including any value
added tax arising on a deemed self supply pursuant to paragraphs 5 and 6
of Schedule 6A to the Value Added Tax Act 1983 as amended by the Finance
Act 1989 or otherwise and
4.2.2 loss of rent and Service Rent of the Estate at the rate for the time
being payable or prospectively payable taking into account any review of
the rent for Three (3) years
4.2.3 (to the extent to which the same is not covered by sub-clause 4.2.1)
breakdown and where applicable explosion of the boilers lifts and other
plant in the Estate and
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4.2.4 property owner's liability and such other insurances as the Landlord may
from time to time reasonably deem necessary to effect
AND to effect such insurance with an insurance company or underwriters of
repute and through such agency as the Landlord from time to time deems
fit and proper and to produce to the Tenant upon written request (but not
more than once in every year) particulars of the policy or policies of
such insurance and evidence of payment of the premium therefore
4.3 Reinstatement
4.3.1 If the Estate or any part shall be destroyed or damaged by any of the
Insured Risks so as to render the Premises unfit for use and occupation
(a) subject to the Landlord obtaining any planning or other permission
necessary for rebuilding or reinstating the Premises (which the
Landlord shall use reasonable endeavours to obtain as soon as
reasonably practicable) and subject to the necessary labour and
materials being and remaining available to rebuild or reinstate the
Premises substantially as the same were prior to such destruction or
damage (but not so as to provide accommodation identical in layout
if it would not be reasonably practical so to do) and
(b) in the event that the Landlord is prevented from rebuilding or
reinstating the Premises or in the event that such rebuilding and
reinstatement shall not be commenced within two (2) years and
completed within 3 years after the date of such destruction or
damage either party may by notice to the other determine this Lease
but without prejudice to any claim by either party against the other
in respect of any antecedent breach of covenant PROVIDED THAT upon
any such determination the Landlord will be entitled to all the
insurance monies and the Tenant shall have no claim with regard
thereto
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4.3.2 The Landlord's obligations under this clause shall cease if and to the
extent that the insurance shall be vitiated or the policy monies withheld
as a consequence of any act or default of the Tenant or its servants
agents licensees and invitees
4.4 Repair of Estate and provision of services
Unless prevented by strikes lockouts electrical breakdown or interruption
works of repair or replacement or other causes beyond the Landlord's
control to comply with the obligations in paragraph 2 of the Fourth
Schedule so far as consistent with the principles of good estate
management
5 PROVISOS
Provided as follows
5.1 Re-entry
If
5.1.1 the Rents or any part thereof shall be in arrears for 21 days next after
becoming payable (whether formally demanded or not) or
5.1.2 there shall be any breach non-performance or non-observance of any of the
Tenant's covenants or
5.1.3 the Tenant shall enter into any arrangement or composition for the
benefit of the Tenant's creditors or convene a meeting of the Tenant's
creditors (or a nominee calls such a meeting on its behalf) or shall
suffer any distress or execution to be levied on the Tenant's goods on
the Premises or
5.1.4 the Tenant or a surety for the Tenant
(a) is the subject of an interim order under Part VIII of the Insolvency
Act 1986 or makes application to the Court for such an order or
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(b) makes a voluntary arrangement under that Part or
(c) has a bankruptcy order made against him or a bankruptcy petition
presented against him or
5.1.5 a receiver receiver and manager or administrative receiver is appointed
of all or any of the assets of the Tenant or any surety of the Tenant or
5.1.6 the Tenant or a surety for the Tenant (being a company)
(a) makes a voluntary arrangement or submits to its creditors or any of
them a proposal under Part I of the Insolvency Act 1986 or
(b) makes an application to the Court under section 425 of the Companies
Act 1985 or resolves to make such an application or
(c) has a petition for an administration order under Part II of the
Insolvency Act 1986 presented against it or is the subject of such an
order or is subject to a resolution passed by its directors or
shareholders for the presentation of a petition for such an order or
(d) has a petition for winding up presented against it or is the subject
of a resolution for voluntary winding up otherwise than for the
purpose of an amalgamation or reconstruction of a solvent company
which has been approved by the Landlord (such approval not to be
unreasonably withheld or delayed) or in the event that a meeting of
creditors is called to consider a resolution for winding up or
(e) has an interim order or winding up order made against it or
(f) ceases to exist
it shall be lawful for the Landlord at any time thereafter to re-enter
the Premises or any part thereof in the name of the whole and thereupon
the Term shall absolutely determine but without
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prejudice to any rights of action of the Landlord or the Tenant in
respect of any antecedent breach by the other of any of the covenants
herein
5.1.7 it is hereby agreed and declared that in the event that the Tenant
comprises more than one person firm or body then the Landlord will be
entitled to re-enter the Premises and the Term shall thereupon absolutely
determine upon the happening of any of the events referred to in clauses
5.1.3 5.1.4 5.1.5 and 5.1.6 hereof in relation to any one of them
5.2 Payment of rent not waiver
No demand for or receipt or acceptance of any part of the Rents or any
payment on account thereof or any other act or deed by or on behalf of
the Landlord shall operate as a waiver by the Landlord of any right which
the Landlord may have to forfeit this Lease by reason of any breach of
covenant by the Tenant and the Tenant shall not in any proceedings for
forfeiture be entitled to rely on any such demand receipt acceptance act
or deed as aforesaid as a defence PROVIDED THAT with regard to the demand
receipt and acceptance of the Rents this proviso shall have effect in
relation only to a demand receipt or acceptance made during such period
as may in all the circumstances be reasonable for enabling the Landlord
to conduct any negotiations with the Tenant for remedying the breach such
period commencing when the Landlord becomes aware of such breach
5.3 Suspension of rent
If the Premises shall at any time during the Term be so damaged or
destroyed by any of the Insured Risks as to be unfit for occupation and
use then (unless the insurance money shall be wholly or partly
irrecoverable by reason solely or in part of any act or default of the
Tenant or its servants agents or licensees) the Principal Rent or a fair
proportion thereof according to the nature and extent of the damage
sustained shall be suspended until the date when the Premises shall again
be rendered fit for occupation and use or until the date Three (3) years
from the date of such damage or destruction whichever date shall be the
earlier and any dispute with reference to this
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proviso shall be referred to a single arbitrator to be appointed in
default of agreement upon the application of either party by or on behalf
of the President or other competent official of the Royal Institution of
Chartered Surveyors
5.4 Jurisdiction
This Lease is subject to and governed by the laws of England & Wales
5.5 No warranty as to use
5.5.1 Nothing herein shall be deemed to constitute any warranty by the Landlord
that the Premises or any part thereof are under the Planning Acts
authorised for use for any specific purpose and the Tenant hereby
acknowledges and admits that the Landlord has not given or made at any
time any representation or warranty that such use is or will be or will
remain a permitted use under the Planning Acts
5.5.2 Notwithstanding that the permitted use is not an authorised use under the
Planning Acts the Tenant will remain fully liable to the Landlord in
respect of any covenants or obligations on its part contained in this
Lease for the residue of the Term
5.6 Exclusion of Landlord's liability
5.6.1 Subject to the provisions of the Unfair Contract Terms Act 1977 the
Landlord shall not be responsible to the Tenant (save as and to the
extent hereinbefore expressly provided) or its employees or visitors for
any injury death damage destruction or financial or consequential loss
whether to person property or goods sustained on or by reason of the
condition of the Estate or of the Premises and
5.6.2 The Landlord will not be liable to the Tenant in respect of any failure
by the Landlord to perform or provide the services referred to in the
Fourth Schedule unless and until the Tenant has notified
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the Landlord of such failure and the Landlord has failed within a
reasonable time to remedy the same
5.7 Service of notices
Section 196 of the Law of Property Act 1925 as amended by the Recorded
Delivery Service Act 1962 shall apply to the service of any notice
required to be served under this Lease
5.8 Modification of compensation
Subject to Section 38(2) of the Landlord and Tenant Act 1954 neither the
Tenant nor any assignee or undertenant of the Term or of the Premises or
any part of the Premises shall be entitled on quitting the Premises or
any part to any compensation under Section 37 of the Act
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5.9 Distress
In the event of any rent or other monies due under this Lease being in
arrears for 14 days whether demanded or not the Landlord shall be
entitled to enter into the Premises or any part thereof and to distrain
and to apply the proceeds thereof in or towards the payment of the said
rents or other monies
5.10 Removal of Goods
If the Tenant shall leave any property on the Premises after the
termination of the Term and shall not have removed the same within twenty
working days of notice from the Landlord requiring such removal then the
Landlord may on behalf of the Tenant (and the Landlord is hereby
appointed by the Tenant to act in that behalf) sell such property and
hold the proceeds of sale after deducting the costs of removal storage
and sale incurred by it to the order of the Tenant provided always that
the Tenant will indemnify the Landlord against all costs and claims
proceedings and expenses arising out of or in connection with any such
sale
5.11 Disputes between Tenants
Any dispute between the Tenant and any other tenant of the Estate shall
be referred to and settled by the Landlord's Surveyor whose opinion shall
be binding save as to matters of law
5.12 No Building Scheme
Nothing contained in this Lease shall give the Tenant a right to enforce
or prevent the release or modification of any covenant or condition
entered into by any other tenant of the Estate
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5.13 No other Easements
Nothing herein contained shall impliedly grant or confer on the Tenant
any rights save as expressly herein set out
5.14 Value Added Tax
Any rent or other sum payable by the Tenant hereunder is exclusive of
value added tax or other tax that is or may be payable thereon
5.15 It is hereby agreed that this Lease is a new tenancy for the purposes of
Section 1 of the Landlord and Tenant (Covenants) Act 1995 ("the 1995
Act")
5.16 The Landlord may let transfer or otherwise dispose of any land or
premises now or formerly or within 21 years from the date of this Lease
comprised in the Estate and any buildings now or hereafter erected
thereon on such terms and for such purposes as the Landlord may desire or
approve
5.17 Where any rights of entry are reserved to the Landlord (and any persons
authorised by the Landlord) hereunder such rights of entry shall only be
exercised strictly subject to the following conditions
(a) where the purpose for which the right of entry is to be exercised
cannot reasonably be undertaken without access to the Premises
(b) only after the giving of at least 48 hours written notice to the
Tenant (save in case of emergency when no notice shall be required)
(c) in such a way as to cause the minimum damage and inconvenience
possible to the Tenant and the Tenant's business
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(d) subject to the person exercising such rights forthwith making good to
the reasonable satisfaction of the Tenant any damage or inconvenience
caused to the Tenant and/or the Premises and/or the business carried
on thereat and/or the stock and fixtures and fittings therein or
thereon
(e) such rights of entry only being exercised during normal business
hours (save in case of emergency)
(f) subject to such reasonable provisions and stipulations as the Tenant
may lay down having due regard to Health and Safety issues and the
nature of the Business carried on at and from the Premises
EXECUTED AS A DEED by the parties
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THE FIRST SCHEDULE
Part 1
The Estate
ALL THOSE the land and premises at Dawley Park Dawley Road Hayes
Middlesex registered at H M Land Registry under Title Number NGL346507
together with the buildings from time to time erected or standing thereon
known as land and premises at Dawley Park Dawley Road Hayes Middlesex
all of which are shown edged green on the Plan
Part 2
The Premises
ALL THOSE land and buildings constructed at Dawley Park Dawley Road
Hayes Middlesex all which said premises are for the purposes of
identification only shown and edged red on the Plan hereto together also
with the appurtenances thereof and all items in the nature of Landlord's
fixtures and fittings from time to time in on or about or annexed to the
Premises and all Service Media which are situate within and which
exclusively serve the Premises
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SECOND SCHEDULE
Part 1
Rights granted
In common with the Landlord and all other persons similarly entitled
1 The rights contained or referred to in registered title number NGL546507 so
far as the same relate to the Premises are still subsisting and are capable
of taking effect
2 Subject to the Tenant paying the Service Charge
2.1 the right at all times whether by day or night with or without vehicles of
any description to pass and repass along the Service Road leading to and
from the public highway from and to the Premises for all purposes connected
with the use and enjoyment of the Premises
2.2 The right of way on foot at all times and for all purposes over any
footpaths pavements or other pedestrian areas situate upon or within the
Estate from and to the Premises for all purposes connected with the use and
enjoyment of the Premises
2.3 full and free right and liberty for the Tenant (jointly and in common with
the Landlord any occupiers of adjoining or neighbouring premises and their
respective successors in title) to use the Service Conduits and Appliances
serving the Premises now or to be laid during the term of this Lease under
over and in the Estate and any adjoining or neighbouring property
3 The right of support shelter and protection for the Premises from the
remainder of the Estate and all other parts of any building erected or to
be erected thereon of which the Premises may form part as are at present
enjoyed or intended to be enjoyed by the Premises
4 Such rights of access to and entry upon any adjoining or neighbouring part
of the Estate as are necessary for the repair and maintenance of the
Premises and/or for the proper performance and observance of the
restrictions stipulations and conditions herein contained or the exercise
of the
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Tenant's rights hereunder the Tenant giving to the occupiers of such
adjoining parts at least 48 hours' notice of exercise of such rights
(except in case of emergency) and in the exercise of such rights the Tenant
shall cause as little damage and interference to the fabric of the Estate
as is reasonably practicable and shall make good forthwith all damage to
the fabric of any property occasioned by the exercise of such rights to the
reasonable satisfaction of the Landlord or the Surveyor
5 The right to display a sign showing the name and description of the
Tenant's business upon any communal signboard provided upon the Estate
together with the right to erect such other reasonable directional signs
situate within the Common Parts of the Estate in order to direct visitors
to the Premises
Part 2
Rights reserved
The following rights are excepted and reserved out of the Premises for the
benefit of the Landlord and all the other tenants and occupiers of the
Estate and persons authorised by the Landlord
1 Subject as provided in clause 5.17 the right at reasonable times on
reasonable prior notice (except in case of emergency) to enter upon the
Premises as often as may be necessary for all the purposes for which the
Tenant covenants in this Lease to permit entry and for all purposes in
connection with the compliance with any statutory requirements subject to
the person or persons exercising such rights causing as little damage and
interference to the fabric of the Estate as is reasonably practicable and
making good as soon as practicable any damage caused to the Premises
2 The right for the Landlord to rebuild or alter any of the buildings upon
the Estate now or hereafter adjoining or near to the Premises and to build
upon or use any land upon the Estate now or hereafter belonging to the
Landlord and adjoining or near to the Premises at any time or times and for
any purposes whatsoever notwithstanding any temporary interference or
damage caused thereby with or to the Premises (the Landlord causing as
little damage and interference to the
-42-
Premises as reasonably practicable making good as soon as reasonably
practicable any damage so caused to the reasonable satisfaction of the
Tenant) or any interference to the enjoyment of light or air to or in
respect of the Premises (and the said enjoyment of light and air whether to
the existing or to any future windows or apertures of any structures of any
description for the time being on the Premises is hereby agreed to be
enjoyed under the express consent of the Landlord who may interfere with
such enjoyment in manner aforesaid without any formal revocation of such
consent)
3 Subject to clause 5.17 hereof the right with or without workmen and others
as often as may be necessary and at all reasonable times upon reasonable
prior written notice (except in case of emergency) to enter in and upon the
Premises for the purpose of cleansing redecorating repairing altering
removing renewing or rebuilding any other premises in the Estate or
repairing or restoring any premises affording support shelter or protection
to any other part of the Estate the person or persons exercising such
rights causing as little damage as reasonably possible to the Premises and
making good as soon as reasonably practicable any damage so caused to the
reasonable satisfaction of the Tenant
4 The right of support shelter and protection for the remainder of the Estate
from the Premises as are at present enjoyed or intended to be enjoyed by
the remainder of the Estate
5 Subject to 5.17 hereof the right to the free passage and running of water
soil gas electricity telephone and other services through the Service
Conduits and Appliances which may now or hereafter during the Term be in on
under over or through the Premises and serve the Estate with liberty to
make connections with the Service Conduits and Appliances or any of them
together further with the right with or without workmen and others as often
as may be necessary and at all reasonable times upon reasonable prior
written notice (except in case of emergency) to enter in and upon the
Premises for the purpose of cleansing repairing altering or renewing the
Service Conduits and Appliances and upon those parts of the Premises from
time to time unbuilt upon for
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the purposes of laying removing or constructing the Service Conduits and
Appliances the person or persons exercising such rights causing as little
damage as possible and making good as soon as reasonably practicable any
damage occasioned thereby to the Premises
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THIRD SCHEDULE
Review of Principal Rent
1 In this Schedule (unless the context otherwise required admits) the
following words and phrases shall have the following meanings
Word or Phrase Meaning
Review Date the day of in
the years and any other date that
becomes a Review Date pursuant to
Paragraph 6 of this Schedul
Market Rent the rent at which the Premises might
reasonably be expected to be let with
vacant possession by a willing lessor
to a willing lessee without any
premium or other consideration in the
open market at the relevant Review
Date for a term of the same duration
as the residue of the Term or a term
of Fifteen years whichever shall be
the greater with vacant possession and
for the use or uses permitted under
this Lease and otherwise upon the
terms of this Lease (other than the
amount of rent hereby reserved but
including the provisions for rent
review) on the following assumptions
(a) that all the Tenant's covenants in
this Lease have been complied
with and
(b) that the Premises are fit and
fitted out for immediate
occupation and use and
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(c) that in case the Premises have
been destroyed or damaged or have
become inaccessible they have been
completely rebuilt reinstated or
rendered accessible and
(d) that the Premises are in a good
state of repair and decorative
condition and
(e) that the Premises may lawfully be
used for the uses permitted under
this Lease and
BUT DISREGARDING
(a) any goodwill attached to the
Premises by reason of the carrying
on thereat by the Tenant or any
undertenant of any business and
(b) any effect on rent of any
improvement to the Premises made
(otherwise than pursuant to any
obligation (other than an
obligation to comply with statutes
and the like) to the Landlord of
the Tenant or any undertenant to
carry out such work) by the Tenant
or any undertenant during the Term
at the sole expense of the Tenant
or any undertenant and with the
consent of the Landlord where the
same is required pursuant to the
terms of this Lease and in
accordance with all necessary
statutory and by-law consents and
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(c) the effect on rent of any works to
or alterations of the Premises
which reduce their rental value
and
(d) the effect on rent of any rent
free period or other concession or
inducement which would or might be
given to an incoming tenant on the
grant of a lease of the Premises
at the relevant Review Date to the
intent that no discount shall be
made in ascertaining the Market
Rent to reflect such rent free
period or other concession or
inducement and that the Market
Rent shall be that which would be
payable after the expiry of every
such rent free period and after
receipt of such concession or
inducement and
(e) any restraint or restriction on
the right to recover or increase
rent imposed by any Act
(f) the effect on rent of the works to
the Premises listed in the Seventh
Schedule hereto
President the President for the time being of
the Royal Institution of Chartered
Surveyors or his duly appointed deputy
or any person authorised by the
President to make appointments on his
behalf
Surveyor a surveyor agreed upon by the Landlord
and the Tenant or in default of
agreement appointed by the President
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agree or agreed agree or agreed in writing between the
Landlord and the Tenant
2 From each Review Date the Principal Rent shall be such as may at any time
be agreed between the Landlord and the Tenant as the Principal Rent payable
from that Review Date or (in default of such agreement) whichever is the
greater of
2.1 the Market Rent and
2.2 the Principal Rent contractually payable immediately before that Review
Date
3 If by a date two months before the Review Date the rent payable from that
Review Date has not been agreed the Landlord and the Tenant may agree upon
a person to act as the Surveyor who shall determine the Market Rent but in
default of such agreement then the Landlord or the Tenant may at any time
whether before or after the Review Date make application to the President
to appoint a surveyor to determine the Market Rent and such application
shall request that the surveyor to be appointed shall if practicable be a
specialist in the letting of industrial/warehouse premises in the area in
which the Premises are situate
4 The Surveyor shall act as an arbitrator and the provisions of the
Arbitration Acts for the time being in force shall apply
4.2 If the Surveyor refuses to act or is incapable of acting or dies or fails
to give notice of his determination within the period stipulated above the
Landlord or the Tenant may apply to the President for the further
appointment of a surveyor which procedure may be repeated as many times as
necessary
4.3 Any Surveyor appointed under this clause shall be required to produce a
statement of reasons when making his determination
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5 If by a Review Date the Principal Rent payable from that Review Date has
not been ascertained pursuant to this Schedule the Tenant shall continue to
pay the Principal Rent at the rate previously payable and on the quarter
day next after such ascertainment the Tenant shall pay to the Landlord the
difference for the period ending on that quarter day between the Principal
Rent paid and the Principal Rent so ascertained together with interest on
such difference for such period at the Prescribed Rate prevailing upon the
day upon which the shortfall is paid on each instalment of the Principal
Rent due on or after the relevant Review Date on the difference between
what would have been paid on each rent day had the revised rent been
determined and the amount actually paid on account the interest being
payable for the period from that date upon which each part of the
instalment was due up to the date of payment of the shortfall
6 If at any Review Date there is by virtue of any Act a restriction upon the
Landlord's right to review the Principal Rent or if at any time there is by
virtue of any Act a restriction upon the right of the Landlord to recover
the Principal Rent otherwise payable then upon the ending removal or
modification of such restriction the Landlord may at any time thereafter
give to the Tenant not less than one month's notice requiring an additional
rent review upon a subsequent quarter day specified therein which quarter
day shall for the purposes of this Schedule be a Review Date
7 A memorandum of the Principal Rent ascertained from time to time in
accordance with this Schedule shall be signed by and on behalf of the
Tenant and the Landlord respectively and exchanged between them
8 Time shall not be of the essence in agreeing or determining the reviewed
rent or appointing an arbitrator or expert
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FOURTH SCHEDULE
Service Charge
In this Schedule (and where appropriate the other schedules hereto unless
the context otherwise requires) the following words and expressions shall
have the meanings set out below
"the Landlord's Costs" the reasonable costs and expenses from
time to time properly incurred by the
Landlord in providing the services
herein mentioned
"the Service Charge" the proportion of the Landlord's Costs
attributable to the Premises and
payable by the Tenant in accordance
with the provisions of this Schedule
being 38% until the date all land on
the Estate has been developed by the
construction of buildings for
occupation by commercial tenants (as
evidenced by the issue of certificates
of practical completion for all of the
buildings on the Estate copies of
which shall be delivered to the
Tenant) when it will be such
proportion of the Landlord's Costs as
is reasonably and properly determined
by the Landlord to be equal to the
proportion that the gross internal
floor area of the Building on the
Premises bears to the gross internal
floor area of all the buildings on the
Estate
"the Amenity Areas" such landscaped areas as from time to
time may be provided by the Landlord
within the Common Parts of the Estate
"the Common Parts" all parts of the Estate from time to
time made available or provided by the
Landlord for general use by the
tenants or
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occupiers of the Estate in common
including without prejudice to the
generality of the foregoing the
Amenity Areas the Service Road and all
other vehicular and pedestrian ways
and areas external or fire escape
routes service and other areas the
Service Conduits and Appliances and
all building or parts thereof reserved
by the Landlord for the housing of
plant machinery and equipment or
otherwise in connection with or
required for the provision of
Landlord's services but excluding any
of the aforesaid which are available
for letting or specifically let or
included in a demise to a particular
tenant or tenants
2 The Landlord's Costs are those reasonable costs and expenses properly
incurred for
2.1 repairing maintaining cleansing draining repainting and where necessary
replacing and renewing the Common Parts
2.2 the maintenance of boundary fences or walls to the Estate
2.3 the provision of such control of traffic on the Service Road as the
Landlord may from time to time reasonably consider necessary or desirable
2.4 repairing and maintaining or where necessary replacing any apparatus or
equipment fixtures fittings decorations in or about the Common Parts or
which are necessary for the provision of the services comprised herein
2.5 maintaining repairing cleansing emptying draining extending and amending
the Service Media serving the Estate other than those for whose maintenance
individual tenants are responsible
2.6 paying all rates taxes charges assessments and outgoings whatsoever
(whether parliamentary parochial local or of any other description)
assessed charged or imposed upon or payable in
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respect of the Common Parts or any part thereof and the Service Media
serving the same except insofar as the same are the responsibility of the
Tenant or any other tenant
2.7 all reasonable costs charges and expenses of abating a nuisance and of
executing all such works as may be necessary for complying with any notice
served by a local authority in connection with the Common Parts or any part
thereof or the Service Media serving the same insofar as the same is not
the liability of or attributable to the fault of any individual tenant of
any part thereof or the Landlord
2.8 looking after and providing for those areas (if any) of the Common Parts as
may be grassed or planted or may be suitable for grassing or planting
2.9 paying any special costs which may be made or imposed by the local or other
competent authority on the Common Parts or the Service Media serving the
same and relate to or arise from the administration thereof and/or the
provision of the service herein mentioned
2.10 providing maintaining renewing and insuring such equipment as may from time
to time be reasonably necessary or desirable for the carrying out of the
acts and things mentioned in this Schedule and any other services which the
Landlord may in accordance with the principles of good estate management
from time to time consider reasonably necessary and providing such
accommodation as may in the Landlord's reasonable opinion seem necessary to
house vehicles and equipment employed in providing services in accordance
herewith to the Estate or the Service Conduits and Appliances serving the
same
2.11 the proper and reasonable costs charges remuneration of the Landlord or any
agent or agents employed by the Landlord to manage and administer the
Estate or the Service Conduits and Appliances serving the same and also any
other proper and reasonable expenses incurred by the Landlord in the
administration or protection of the Estate or the amenities thereof or the
Service Conduits and Appliances serving the same
-52-
2.12 the reasonable costs charges and expenses of preparing and supplying to
tenants copies of regulations made by the Landlord governing the use of the
Estate or any part thereof
2.13 the provision maintenance and renewal of a board for the display of the
names and locations of the tenants on the Estate and of any structure or
any other board advertising the same
2.14 keeping proper records of all costs charges and expenses incurred by the
Landlord in carrying out its obligations hereunder and if necessary
employing a qualified accountant to audit the same
2.15 the insurance of any risks in relation to the Common Parts and all parts of
the Estate for the time being unbuilt upon (but not any parts thereof which
are or are intended to be available for sale or let) or which the Landlord
has not yet developed) in respect of any public liability property owners
and third party liability of the Landlord and risks arising by virtue of
the employment of any person working on or engaged in the administration or
maintenance of the Estate
2.16 the cost of electricity gas water and other services required for providing
any of the Landlord's services
2.17 any irrecoverable Value Added Tax or other similar taxes levied or charged
and paid in respect of the above mentioned heads of expenditure or
otherwise in connection with provision of the services as aforesaid
Provided that the Landlord shall be at liberty at any time to review the
heads of expenditure or charge included in the Service Charge and to add
thereto any items of expenditure not previously included therein which are
in accordance with the principles of good estate management and reasonable
in all the circumstances and from and after the relevant date of such
review such additional items of expenditure charge allowance provision or
value shall be included in the calculation of the service charge
3 Audited accounts for the Landlord's costs reasonably and properly incurred
in connection with the provision of the services and amenities and in
complying with the obligations in clause 6 of this
-53-
Lease for the period ending on the 31st day of December 1999 and for each
subsequent year ending on the 31st day of December during the Term shall be
prepared and a copy of each set of such Accounts shall be supplied by the
Landlord to the Tenant within three months of the expiration of the period
to which it relates together with a copy of the certificate from the
Surveyor that such Account is correct and such certificate shall (apart
from any manifest error) be final and binding on both parties and the
Landlord shall also supply to the Tenant on request such evidence that any
item of the Landlord's costs has been or will be incurred as the Tenant may
reasonably require
4 The Surveyor shall determine and certify the Service Charge and such
certificate shall apart from any manifest error be final and binding on
both parties
5 The Tenant shall pay to the Landlord the amount of the Service Charge in
the following manner
5.1 on the usual quarter days in each year during the said Term the Tenant
shall pay to the Landlord in advance one quarter of the amount reasonably
and properly estimated by the Landlord or the Surveyor to be the Service
Charge for the current period of twelve months Provided always that the
first payment thereunder shall be made on the signing hereof and shall be a
proper proportion of the amount estimated by the Landlord or the Surveyor
to be the Service Charge for the period between the date of this Lease and
the day before the quarter day immediately after the date of this Lease
5.2 within twenty-one days after service by the Landlord on the Tenant of the
copy of any account and certificates as referred to aforesaid the Tenant
shall pay to the Landlord or be entitled to receive from the Landlord the
balance by which the Service Charge exceeds or falls short of the total sum
payable by the Tenant to the Landlord pursuant to the provisions of this
clause for the year to which such account relates
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FIFTH SCHEDULE
Surety's Covenants Guarantee of Tenant's performance
1 The Surety hereby covenants with the Landlord as a primary obligation that
1.1 the Tenant will pay the Rents on the days and in manner aforesaid and will
duly perform and observe all the Tenant's covenants herein and that in case
of default the Surety will pay and make good to the Landlord on demand all
loss damages costs and expenses thereby arising or incurred by the Landlord
1.2 the Surety will enter into any further lease granted by the Landlord to the
Tenant whether pursuant to the Landlord and Tenant Act 1954 or otherwise to
guarantee the obligations of the Tenant under such lease such guarantee to
be on terms identical (mutatis mutandis) to the terms of this guarantee or
on such other terms as may be reasonably required by the Landlord
1.3 in the event that a liquidator or trustee in bankruptcy shall disclaim or
surrender the Lease or the Lease shall be forfeited the Surety shall if the
Landlord so requires by notice given to the Surety within three (3) months
after such event take from the Landlord a new lease of the Premises for the
residue of the Term unexpired at the date of such event and at the Rents
then payable and subject to the terms of this Lease in every respect and to
execute and deliver to the Landlord a counterpart thereof and to pay to the
Landlord the reasonable costs thereof
1.4 in the event that the Landlord shall not require the Surety to take up a
lease in accordance with the provisions of paragraph 1.2 then the Surety
shall pay to the Landlord a capital sum equal to three months' Rents that
would have otherwise have been payable under this Lease
2 PROVIDED THAT AND IT IS HEREBY AGREED THAT
2.1 The Surety shall not be released or discharged in any way from its
obligations under this Lease by
-55-
2.1.1 any neglect or forbearance of the Landlord in endeavouring to obtain
payment of the Rents when the same become payable or to enforce
performance or observance of the Tenant's covenants herein and any time
which may be given by the Landlord to the Tenant or
2.1.2 any variation of the terms of this Lease (save as provided by the 1995
Act) or
2.1.3 the transfer of the Landlord's reversionary interest immediately
expectant on the termination of the Term or
2.1.4 any refusal by the Landlord to accept rent tendered by or on behalf of
the Tenant at a time when the Landlord was entitled to re-enter the
Premises or
2.1.5 any legal limitation and/or incapacity of Tenant and/or any change in the
constitution or powers of the Tenant the Surety or the Landlord or
2.1.6 any liquidation administration or bankruptcy of the Tenant or the Surety
or
2.1.7 any other act omission matter or thing whatsoever whereby but for this
provision the Surety would be released
2.2 The Surety shall not be entitled to participate in or be subrogated to any
security held by the Landlord in respect of the Tenant's obligations or
otherwise to stand in the place of the Landlord in respect of any such
security
2.3 The Surety hereby waives any right to require the Landlord to pursue
against the Tenant any rights which may be available to the Landlord
before proceeding against the Surety
2.4 The benefit of this guarantee shall enure for the successors in title of
the Landlord without the requirement of any express assignment
-56-
SIXTH SCHEDULE
Landlord's Fixtures
1 Sanitary fittings in main office and warehouse area (including but not
limited to toilets wash hand basins showers vanity counters sanitary
ironmongery soap dishes dispensers hat and coat hooks and toilet roll
holders)
2 Supports for signage
-57-
SEVENTH SCHEDULE
Works to be Disregarded on Rent Review
1 Item cancelled
2 Revised partition layout to entrance lobby
3 Item cancelled
4 Revised partitions to blending/prunus and paint
5 Steam cleaning pit
6 Machine pit to shot peen area
7 Machine pit to prunus area
8 Item cancelled
9 Drainage point for canteen
10 Item cancelled
11 Revised openings to internal partitions specifically the
introduction of steel
12 Revised floor boxes to offices
13 Revised transformers and switchgear
14 Revised machine base details
15 Revised ducts to machine shop
16 Omit schedule of main services penetrations required for Hawker
Pacific equipment
17 Revert to original location of loading bay door to stores between
Grid Lines N and O
18 Item cancelled
19 Not current - HPA to resolve issue with Environment Agency
20 Revised edge detail for plating pit
21 Alterations to M&E at first floor offices to suit internal
partitions, rejected
22 Increase size of cable ladder to facilitate machine shop cabling
23 Provide un-metered hose reel water supply
24 Item cancelled
25 Supply and install two pairs of double doors in lieu of two single
doors to main works access corridor (under office plant room, grids
12-13/P-R)
26 Floor sealer and hardener to the steam clean pit and adjacent area
of the floor slab, as indicated on sketch ref LB2723/SK11 (an epoxy
coating will be applied to this area as part of the fit out works)
-58-
THE COMMON SEAL of )
SUN LIFE ASSURANCE SOCIETY PLC )
was hereto affixed in the presence of )
Authorised Signatory
Signatory
THE COMMON SEAL of )
HAWKER PACIFIC AEROSPACE LIMITED )
was hereto affixed in the presence of )
Director
/s/ David L Lokken Secretary/Director
/s/ Dennis Biety
EXECUTED as a Deed by )
HAWKER PACIFIC AEROSPACE )
acting by DAVID L LOKKEN ) /s/ DAVID L LOKKEN
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