Exhibit 10(j)
DATED 27th JUNE 1996
NATIONAL POWER PLC
-to-
EASTERN MERCHANT PROPERTIES LIMITED
-and-
EASTERN GROUP PLC
LEASE
- of -
land and premises known as
West Burton, Ironbridge and Rugeley B Power Stations
----------------------------------
TERM COMMENCES: 27th June 1996
FOR YEARS: 99
EXPIRES: 26th June 2095
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LINKLATERS & PAINES
Barrington House
59-67 Gresham Street
London EC2V 7JA
Tel: 0171-606 7080
Ref: DMP/NWYR
CONTENTS
CLAUSE HEADING
PAGE
1 Definitions . . . . . . . . . . . . . . . . . . . . . . 1
2 Demise and Rents . . . . . . . . . . . . . . . . . . . . 6
3 Tenant's Covenants . . . . . . . . . . . . . . . . . . . 6
3.1 To pay rent . . . . . . . . . . . . . . . . . . . . . . 6
3.2 To pay the Premium . . . . . . . . . . . . . . . . . . 7
3.3 To pay interest on overdue monies . . . . . . . . . . . 7
3.4 To pay outgoings . . . . . . . . . . . . . . . . . . . 7
3.5 To pay share of cost of common facilities . . . . . . . 7
3.6 To repair . . . . . . . . . . . . . . . . . . . . . . . 8
3.7 To comply with notices to repair . . . . . . . . . . . 8
3.8 To permit entry . . . . . . . . . . . . . . . . . . . . 8
3.9 Insurers' requirements . . . . . . . . . . . . . . . . 9
3.10 User . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.11 Not to make claims . . . . . . . . . . . . . . . . . . 10
3.12 Alienation . . . . . . . . . . . . . . . . . . . . . . 10
3.13 Registration . . . . . . . . . . . . . . . . . . . . . 12
3.14 Not to make alterations . . . . . . . . . . . . . . . . 13
3.15 To pay Landlord's costs . . . . . . . . . . . . . . . . 13
3.16 To observe statutory requirements . . . . . . . . . . . 13
3.17 Planning . . . . . . . . . . . . . . . . . . . . . . . 14
3.18 To inform Landlord of notices . . . . . . . . . . . . . 14
i
3.19 To inform Landlord of contaminants and defects
and to indemnify . . . . . . . . . . . . . . . . . . . 14
3.20 Applications for consent . . . . . . . . . . . . . . . 15
3.21 To observe covenants . . . . . . . . . . . . . . . . . 15
3.22 Yielding up . . . . . . . . . . . . . . . . . . . . . . 15
3.23 To pay VAT . . . . . . . . . . . . . . . . . . . . . . 16
3.24 Reimbursement of VAT . . . . . . . . . . . . . . . . . 16
3.25 To insure . . . . . . . . . . . . . . . . . . . . . . 16
3.26 To indemnify the Landlord . . . . . . . . . . . . . . . 21
3.27 Waiver . . . . . . . . . . . . . . . . . . . . . . . . 23
3.28 Continuance . . . . . . . . . . . . . . . . . . . . . . 23
3.29 Premium Payments . . . . . . . . . . . . . . . . . . . 24
4 Landlord's Covenants . . . . . . . . . . . . . . . . . . 23
4.1 Quiet enjoyment . . . . . . . . . . . . . . . . . . . . 24
4.2 To pay out insurance proceeds . . . . . . . . . . . . . 24
4.3 Premium Payments . . . . . . . . . . . . . . . . . . . 24
5 Provisos . . . . . . . . . . . . . . . . . . . . . . . . 25
5.1 Forfeiture . . . . . . . . . . . . . . . . . . . . . . 25
5.2 No implied easements . . . . . . . . . . . . . . . . . 26
5.3 No restrictions on adjoining property . . . . . . . . . 26
5.4 No compensation . . . . . . . . . . . . . . . . . . . . 27
5.5 Cesser of rent . . . . . . . . . . . . . . . . . . . . 27
ii
5.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . 27
5.7 Exclusion of S.62 LPA . . . . . . . . . . . . . . . . . 29
5.8 Representation . . . . . . . . . . . . . . . . . . . . 29
5.9 Working Days . . . . . . . . . . . . . . . . . . . . . 29
5.10 Severance . . . . . . . . . . . . . . . . . . . . . . . 29
5.11 Genuine Pre-Estimate . . . . . . . . . . . . . . . . . 30
5.12 Supply of Goods and Services Act 1982 . . . . . . . . . 30
5.13 Sale of Business Agreement . . . . . . . . . . . . . . 30
5.14 Withholdings and Deductions . . . . . . . . . . . . . . 30
6 Guarantee . . . . . . . . . . . . . . . . . . . . . . . 30
7 Option . . . . . . . . . . . . . . . . . . . . . . . . . 30
First Schedule
Particulars of the Demised Premises. . . . . . . . . . . 32
Second Schedule . . . . . . . . . . . . . . . . . . . . 32
Part 1
Rights Granted . . . . . . . . . . . . . . . . . . . . 32
Part 2
Exceptions and Reservations out of the demise . . . . 33
Third Schedule
Documents which affect or relate to the Demised
Premises . . . . . . . . . . . . . . . . . . . . . . . 34
Fourth Schedule
Allocation of rent first reserved to Generating Sets . . 50
Fifth Schedule
Landlord's Fixtures and Fittings . . . . . . . . . . . 50
iii
Sixth Schedule
Guarantee . . . . . . . . . . . . . . . . . . . . . . . 54
Seventh Schedule
Quota Right . . . . . . . . . . . . . . . . . . . . . . 55
Part A
Authorisations Quota . . . . . . . . . . . . . . . . . 55
Part B
UK Plan Ouota . . . . . . . . . . . . . . . . . . . . . 56
Eighth Schedule
Premium . . . . . . . . . . . . . . . . . . . . . . . . 57
Ninth Schedule
Data Requirements . . . . . . . . . . . . . . . . . . . 68
Tenth Schedule
Specified Form of Certificate . . . . . . . . . . . . . 70
Eleventh Schedule
Base Output . . . . . . . . . . . . . . . . . . . . . . 72
THIS LEASE made on 27th June 1996 BETWEEN NATIONAL POWER
PLC (Company Number 2366963) (whose registered office is at
Windmill Hill Business Park Whitehill Way Swindon Wiltshire
SN5 6PB (hereinafter called the LANDLORD) of the first part
EASTERN MERCHANT PROPERTIES LIMITED (Company Number 3181383)
formerly known as Eastern Twelve Limited whose registered
office is at Wherstead Park Wherstead Ipswich Suffolk IP9 2AQ
(hereinafter called the TENANT) of the second part and
EASTERN GROUP PLC (Company Number 2366906) whose registered
office is at Wherstead Park aforesaid (hereinafter called
the GUARANTOR) of the third part.
WITNESSES as follows:
1 DEFINITIONS
1.1 In this Lease unless there be something in the subject
or context inconsistent therewith:
1.1.1 Where there are two or more persons included
in the expression the TENANT covenants
contained in this Lease which are expressed
to be made by the Tenant shall be deemed to
be made by such persons jointly and
severally;
1.1.2 Any reference to an Act of Parliament shall
include any modification extension or
reenactment thereof for the time being in
force and shall also include all instruments
orders plans regulations permissions and
directions for the time being made issued or
given thereunder or deriving validity
therefrom;
1.1.3 Any covenant by the Tenant not to do any act
or thing shall include an obligation not to
permit or suffer such act or thing to be
done;
1.1.4 The titles or headings appearing in this
Lease are for reference only and shall not
affect the construction hereof;
1.1.5 Any reference to Value Added Tax shall
include any tax of a similar nature that may
be substituted for or levied in addition to
it (and this for the avoidance of doubt
shall not include the penalties and interest
for late payment);
1.2 The expressions following shall have the meanings
hereinafter mentioned (that is to say):
1.2.1 ADJOINING PROPERTY means any land or
property neighbouring or adjoining Rugeley B
Power Station in which the Landlord or a
holding company or a subsidiary of a holding
company of the Landlord (the terms HOLDING
COMPANY and SUBSIDIARY having the meanings
given to them in Section 736 of the
Companies Act 1985 as amended by the
Companies Act 1989) or any person holding on
trust for the Landlord or a holding company
or a subsidiary of a holding company of the
Landlord as aforesaid has a freehold or
leasehold interest whether in possession or
in reversion;
1.2.2 APPLICABLE LAW means any present or future
law statute bye-law regulation order
delegated legislation directive request
requirement consent license or permit of or
issued by or on behalf of any Competent
Authority and relating to the Demised
Premises or any part thereof or any thing
therein or thereon or the use or ownership
thereof (including without limitation any
Act of Parliament European Community or
European Law Regulation or Directive);
1.2.3 the AUTHORISATIONS means the authorisations
granted by HMIP pursuant to Section 6 of the
Environmental Protection Act 1990 in respect
of the power stations forming part of the
Demised Premises as varied by variation
notices issued by HMIP pursuant to Section
10 of the said Act dated 8 March 1996 as
such authorisations may hereafter be varied
from time to time by HMIP;
1.2.4 the AUTHORISATIONS QUOTA means that part
specified in Part A of the Seventh Schedule
of the quotas in respect of emissions of
sulphur dioxide under Column 3 of Table 2.5
of the Authorisations as such part may
hereafter be varied from time to time by
HMIP;
1.2.5 CHAPS means clearing houses automated
payment systems;
1.2.6 COMPETENT AUTHORITY means any local national
or supranational agency authority department
inspectorate minister official court
tribunal or public or statutory person
(whether autonomous or not) having
jurisdiction in relation to the Demised
Premises or any part thereof or anything
therein or thereon or the use or ownership
thereof;
1.2.7 CONDUITS means all sewers drains pipes
gullies gutters ducts flues watercourses
channels subways wires cables and other
conducting media of whatsoever nature;
1.2.8 the DEMISED PREMISES means the land and
premises described in the First Schedule
hereto and each and every part thereof
together with the appurtenances thereto
belonging and together also with any
buildings and erections and each and every
part thereof now or hereafter erected or in
the course of erection thereon or on any
part thereof together with all additions
alterations and improvements thereto which
may be carried out during the Term and shall
also include all landlord's fixtures from
time to time in and about the same and the
Landlord's Fixtures and Fittings;
1.2.9 the FULL COST OF REINSTATEMENT means the
costs (including the cost of shoring up
demolition decommissioning and site
clearance Architects' Surveyors' and other
professional fees) and irrecoverable Value
Added Tax which would be likely to be
incurred in or as a result of rebuilding or
reinstating the Demised Premises in
accordance with the requirements of this
Lease at the time when such rebuilding or
reinstatement is likely to take place having
regard to all relevant factors including any
increases in building costs expected or
anticipated to take place at any time up to
the date upon which the Demised Premises
shall be fully rebuilt or reinstated and
shall be not less than L300,000,000 but may
be in such greater amount as the Tenant may
reasonably require;
1.2.10 GENERATING SET means a generator and its
associated turbines;
1.2.11 GOOD INDUSTRY PRACTICE means the exercise of
that degree of skill diligence prudence
foresight and operating practice which would
reasonably be expected by and from a skilled
and experienced owner and operator of the
power stations forming part of the Demised
Premises under the same or similar
circumstances taking into account the nature
and location of the said power stations;
1.2.12 HMIP means Her Majesty's Inspectorate of
Pollution and its successors from time to
time;
1.2.13 the INSURED RISKS means risks in respect of
physical loss destruction or damage;
1.2.14 the INSURERS means the insurance office or
underwriters with whom the insurance cover
referred to in Clause 3.25 hereof is
effected;
1.2.15 IRONBRIDGE POWER STATION means the part of
the Demised Premises referred to in
paragraph (B) of the First Schedule;
1.2.16 the LANDLORD shall include the person for
the time being entitled to the reversion
immediately expectant on the determination
of the Term;
1.2.17 the LANDLORD'S FIXTURES AND FITTINGS means
the landlord's fixtures and fittings at the
Demised Premises specified in the Fifth
Schedule and any replacement of any of the
same from time to time;
1.2.18 this LEASE means this lease and any document
which is supplemental hereto or which is
collateral herewith or which is entered into
pursuant to or in accordance with the terms
hereof;
1.2.19 MACHINERY BREAKDOWN means unforeseen and
sudden destruction or damage to any plant
and machinery at the Demised Premises
resulting from breakdown including
destruction or damage caused by explosion
due to force of internal steam gas or fluid
pressure from any accidental cause while
such plant and machinery is at work;
1.2.20 MATERIAL BREACH means any breach non-
performance or non-observance of any of the
covenants obligations and conditions on the
part of the Tenant in this Lease which has a
material consequence;
1.2.21 the PLANNING ACTS means Town and Country
Planning Act 1990; Planning (Listed
Buildings and Conservation Areas) Act 1990;
Planning (Hazardous Substances) Act 1990;
and Planning (Consequential Provisions) Act
1990;
1.2.22 the PREMIUM means the premium payable by the
Tenant in consideration of the grant of the
Lease payable on the dates and in the manner
set out in the Eighth Schedule;
1.2.23 the PRESCRIBED RATE means a rate of interest
being two per centum per annum over the base
rate from time to time of National
Westminster Bank PLC or over such other rate
as may from time to time replace the same or
over such other rate as the Landlord may
from time to time reasonably require;
1.2.24 the QUOTA RIGHTS means the UK Plan Quota the
Authorisations Quota and the Authorisations;
1.2.25 RUGELEY B POWER STATION means the part of
the Demised Premises referred to in
paragraph (C) of the First Schedule;
1.2.26 the SALE OF BUSINESS AGREEMENT means the
agreement for the sale and purchase of the
business carried on at the Demised Premises
entered into on 19 April 1996 between
National Power PLC (1) and Eastern Group plc
(2);
1.2.27 the SATISFACTION DATE means the later of 31
March 2006 and the date by which the
Landlord has received (i) the whole of the
Premium and (ii) all sums due and payable
under this Lease in respect of the period
commencing on the date of this Lease and
expiring on 31 March 2003;
1.2.28 the TENANT shall include its successors in
title;
1.2.29 the TERM means the term of years hereby
granted:
1.2.30 the UK PLAN QUOTA means that part specified
in Part B of the Seventh Schedule of the
quotas in respect of emissions of sulphur
dioxide and oxides of nitrogen under the
current UK Plan for the Reduction of
Emissions into Air of Sulphur Dioxide and
Oxide Nitrogen from existing Large
Combustion Plants as such part may hereafter
be varied from time to time by any authority
empowered to vary such quotas;
1.2.31 WEST BURTON POWER STATION means the part of
the Demised Premises referred to in
paragraph (A) of the First Schedule;
1.2.32 the 1995 ACT means the Landlord and Tenant
(Covenants) Act 1995;
1.3 Where any indemnity contained in this Lease is
expressed to be on an "after-tax" basis then in
calculating the liability of the indemnifying party
there shall be taken into account having regard to the
time value of money by application of a nominal
discount rate of 12 per cent per annum:
1.3.1 the amount by which any liability to
Taxation for which the party to be
indemnified (or any company which is a
holding company or a subsidiary of a holding
company of such party) is or would have been
accountable or liable to be assessed is
actually reduced or extinguished as a result
of the matter giving rise to the indemnity
claim; and
1.3.2 the amount by which any liability to
Taxation of the party to be indemnified (or
any company which is a holding company or a
subsidiary of a holding company of such
party) is actually increased as a result of
the payment by the indemnifying party in
respect of the matter giving rise to the
indemnity claim;
For this purpose TAXATION means all forms of taxation
whether direct or indirect and whether levied by
reference to income profits gains net wealth asset
values turnover added value and statutory governmental
state provincial local governmental or municipal
impositions duties contributions rates and levies
(including without limitation social security
contributions and any other payroll taxes) whenever and
wherever imposed (whether imposed by way of a
withholding or deduction for or on account of tax or
otherwise) and in respect of any person and all
penalties charges costs and interest relating thereto
and the terms holding company and subsidiary have the
same meanings as in Clause 1.2.1.
2 DEMISE AND RENTS
In consideration of the Premium plus any Value Added
Tax chargeable thereon (the receipt of the first
instalment of which is acknowledged by the Landlord)
the Landlord HEREBY DEMISES unto the Tenant ALL THAT
the Demised Premises TOGETHER WITH as mentioned in Part
1 of the Second Schedule and EXCEPT AND RESERVING as
mentioned in Part 2 of the Second Schedule hereto TO
HOLD the same (a) SUBJECT TO all rights easements
quasi-easements and privileges (if any) to which the
Demised Premises are or may be subject and (b) SUBJECT
TO AND (in so far as the Landlord has power to grant
the same) WITH THE BENEFIT OF all rights easements
quasi-easements (if any) privileges (if any) covenants
declarations and other provisions contained or referred
to in the documents referred to in the Third Schedule
hereto unto the Tenant from 27th June 1996 for a TERM
of NINETY-NINE YEARS YIELDING AND PAYING therefor
during the Term and in proportion for any less time
than a year without any deduction or set-off FIRST
until 31 March 2003 the clear YEARLY RENT of ONE
HUNDRED THOUSAND POUNDS (L100,000) to be paid by CHAPS
payment for value same day to such account as the
Landlord shall designate and to be paid monthly in
arrear within forty-two days after the last day of the
calendar month in respect of which such rent is payable
SECONDLY from 1 April 2003 the clear YEARLY RENT of One
hundred pounds (L100) payable in arrear on 31 March in
each year THIRDLY by way of additional rent on demand
the moneys referred to in Clause 3.3 hereof and HEREBY
ASSIGNS to the Tenant the Quota Rights on condition
that the Term is not determined pursuant to Clause 5.1
before the Satisfaction Date.
3 TENANT'S COVENANTS
The Tenant to the intent that the obligations hereby
created shall continue throughout the Term (except
where otherwise necessarily implied or expressly
stated) HEREBY COVENANTS with the Landlord as follows:
3.1 TO PAY RENT
To pay the rents hereinbefore reserved at the times and
in the manner aforesaid;
3.2 TO PAY THE PREMIUM
To pay the Premium at the times and in the manner set
out in the Eighth Schedule Provided that if any
instalment of the Premium or any part thereof or the
rents hereby reserved or any part thereof shall at any
time be in arrear for twenty-one days after the same
shall have become due or if there shall be any Material
Breach which has not been remedied within two months of
notice of the Material Breach having been given to the
Tenant by the Landlord or if any of the events referred
to in Clauses 5.1.4 to 5.1.8 (inclusive) shall occur
all installments of the Premium which have not yet
fallen due shall become immediately payable in full
without adjustment pursuant to paragraph 4.2 of the
Eighth Schedule within five days of written demand
(which to be effective shall specify expressly that it
is given pursuant to the proviso to this Clause 3.2) by
the Landlord;
3.3 TO PAY INTEREST ON OVERDUE MONIES
That without prejudice to any other right remedy or
power herein contained or otherwise available to the
Landlord if any sum payable under this Lease shall not
be received on the due date to pay on demand to the
Landlord interest thereon at the Prescribed Rate from
the date when the same became due until payment thereof
is received (as well after as before any judgment);
3.4 TO PAY OUTGOINGS
To bear pay and discharge all existing and future rates
taxes duties charges assessments impositions and
outgoings whatsoever (whether parliamentary parochial
local or otherwise and whether or not of a capital or
non-recurring nature) which now are or may at any time
hereafter during the Term be charged levied assessed or
imposed upon the Demised Premises or upon the owner or
occupier in respect thereof Provided always that the
foregoing shall not extend to payment of any tax
payable only as a direct result of any dealing by the
Landlord with its reversionary interest in the Demised
Premises including for the avoidance of doubt the grant
of this Lease;
3.5 TO PAY SHARE OF COST OF COMMON FACILITIES
To pay a contribution towards the cost and expense of
constructing repairing rebuilding renewing lighting
cleansing and maintaining all facilities services and
other things the use of which is common to the Demised
Premises and other premises such contribution to be
fairly assessed by the Landlord's Surveyors;
3.6 TO REPAIR
At all times until the Satisfaction Date to keep the
Demised Premises in good working order repair and
condition (fair wear and tear excepted and damage by
the Insured Risks excepted unless payment of any
insurance moneys be refused in whole or in part other
than as a result of the Landlord's default) and to
carry out such repair maintenance renewal overhauls and
replacement as are required in accordance with Good
Industry Practice and all Applicable Laws and to comply
in all material respects with all manufacturers' and
mandatory operational modifications Provided that the
Tenant shall not be obliged to put the Demised Premises
into any better state and condition than they are in at
the date of this Lease and Provided further that for
the avoidance of doubt nothing in this Lease shall
prevent the Tenant demolishing decommissioning or
dismantling any part of the Demised Premises at any
time after the Satisfaction Date;
3.7 TO COMPLY WITH NOTICES TO REPAIR
To repair and make good and otherwise remedy any breach
of Clause 3.6 of which notice in writing shall be given
to or left on the Demised Premises for the Tenant by
the Landlord and for which the Tenant is liable
hereunder and to complete the same within six calendar
months (unless compliance with this covenant would
require the Tenant (i) to order new plant or machinery
which cannot be obtained within such period in which
case such plant or machinery shall be obtained as soon
as possible thereafter or (ii) to repair existing plant
or machinery in circumstances where such plant or
machinery cannot be repaired within such period in
which case such plant or machinery shall be repaired as
soon as possible thereafter Provided that the Tenant
shall in any event proceed diligently to remedy the
breach and shall commence the process of ordering or
repairing the plant or machinery without delay) after
the giving or leaving of such notice and if the Tenant
shall fail to comply with any such notice it shall be
lawful (but not obligatory) for the Landlord (without
prejudice to the right of re-entry hereinafter
contained) to enter upon the Demised Premises to make
good the same at the cost of the Tenant which cost
together with all Solicitors' and Surveyors' charges
and other costs expenses and losses of whatsoever
nature whether direct or indirect which may be properly
incurred suffered or sustained by the Landlord in
connection therewith shall be repaid by the Tenant to
the Landlord on demand as a debt and on a full after-
tax indemnity basis;
3.8 TO PERMIT ENTRY
3.8.1 Until the Satisfaction Date but not
thereafter to permit the Landlord and its
agents and all persons authorised by them
with or without workmen on giving reasonable
notice (except in emergency) to the Tenant
to enter upon the Demised Premises for the
purpose of ascertaining that the covenants
and conditions of this Lease have been
observed and performed and to view the state
of repair and condition of the Demised
Premises and to take a schedule of any
dilapidations the Landlord making good
forthwith any damage thereby caused to the
Demised Premises and causing as little
inconvenience as reasonably practicable;
3.8.2 To permit the Landlord and its agents and
all persons authorised by them with or
without workmen on giving reasonable notice
(except in emergency) to the Tenant to enter
upon the Demised Premises to exercise the
rights herein excepted and reserved the
Landlord promptly making good any damage
thereby caused to the Demised Premises and
causing as little inconvenience as
reasonably practicable;
3.9 INSURERS' REQUIREMENTS
3.9.1 To comply with all the requirements and
recommendations of the Insurers;
3.9.2 Not to do anything which would or might
result in any of the insurances required to
be effected by this Lease being vitiated
invalidated or prejudiced;
3.10 USER
3.10.1 To procure that neither the Demised Premises
nor any part thereof is used before 1 April
2000 such that its principal use is other
than for an activity for which an exemption
or license is required under Section 5 or
Section 6 of the Electricity Act 1989 or an
activity involving the distribution of
electricity (in so far as it does not
require a license under Section 6 of the
Electricity Act 1989);
3.10.2 The Tenant hereby acknowledges and admits
that notwithstanding the foregoing
provisions the Landlord does not thereby or
in any other way give or make nor has given
or made at any other time any representation
or warranty that any such use is or will be
or will remain a permitted use within the
provisions of the Planning Acts nor shall
any consent in writing which the Landlord
may hereafter give to any change of use be
taken as including any such representation
or warranty and that notwithstanding that
any such use as aforesaid is not a permitted
use within such provisions as aforesaid the
Tenant shall remain fully bound and liable
to the Landlord in respect of the
obligations undertaken by the Tenant by
virtue of this Lease without any
compensation recompense or relief of any
kind whatsoever;
3.10.3 Not to do anything which would materially
prejudice the rights and interests of the
Landlord in the Demised Premises or under
this Lease or as a consequence of which the
Landlord or any of its directors officers or
employees would become liable to pay any
fine or penalty or incur any other form of
sanction or would otherwise incur a
liability to any person;
3.11 NOT TO MAKE CLAIMS
Not at any time during the Term to bring any action or
make any claim or demand on account of any injury to
any right easement quasi-easement or privilege enjoyed
by the Demised Premises caused by the lawful erection
of any building or the lawful alteration of any
building on any land adjacent to neighbouring or
opposite the Demised Premises by the Landlord or for
which the Landlord shall have given its consent or for
which the Landlord may give its consent pursuant to any
power reserved by this Lease or in respect of any
easement right or privilege granted or to be granted by
the Landlord for the benefit of any land or building
erected or to be erected on any land adjacent to
neighbouring or opposite the Demised Premises;
3.12 ALIENATION
3.12.1 Not to dispose of and to procure that there
shall be no disposal of a Relevant Interest
in the Demised Premises or any part of the
Demised Premises such as falls within
paragraph 1(6)(ii) of Part I of Schedule 1
to the deed of debenture dated 1 November
1990 and entered into between National Power
PLC and The Secretary of State for Energy
prior to 31 March 2000;
3.12.2 Not before the Satisfaction Date to assign
or dispose of or deal in any way with the
Quota Rights except by way of an assignment
of the whole of the Quota Rights
simultaneously with an assignment of the
Lease and to the same person;
3.12.3 Not before the Satisfaction Date to mortgage
or charge the Demised Premises or agree to
do the same without first notifying the
chargee in writing of the Landlord's
interest in the Demised Premises and rights
under this Lease and not before the
Satisfaction Date to mortgage or charge the
Demised Premises except by a charge which
(i) prohibits the chargee taking possession of
the Demised Premises;
(ii) provides expressly for the chargee's
interest to be subject to the Landlord's
interest in the Demised Premises and rights
under this Lease;
3.12.4 Not before the Satisfaction Date to assign
or charge or agree to assign or charge part
only of the Demised Premises;
3.12.5 Not on or after the Satisfaction Date to
assign or charge or agree to assign or
charge part only of the Demised Premises
being a part other than the whole of
lronbridge Power Station or Rugeley B Power
Station or West Burton Power Station (a
permitted part);
3.12.6 Not to underlet or agree to underlet the
whole or any part of the Demised Premises
before the Satisfaction Date except by way
of agricultural tenancies or grazing
licences of agricultural land which is not
required for the operation of the power
stations forming part of the Demised
Premises;
3.12.7 Not before the Satisfaction Date to part
with possession or share the possession or
occupation of the whole or any part of the
Demised Premises except by an assignment or
agricultural tenancy or grazing license
permitted by this Clause 3.12;
3.12.8 Not on or after the Satisfaction Date to
part with possession or share the possession
or occupation of the whole or any part of
the Demised Premises except by an assignment
permitted by this Clause 3.12 or by an
underletting;
3.12.9 Not to assign or agree to assign the Demised
Premises before the Satisfaction Date
unless:
(i) the assignee or any person guaranteeing its
obligations pursuant to Clause 3.12.10(iii)
is a person with a credit rating similar to
that of the Guarantor at the date of this
Lease;
(ii) (as a separate condition) the assignee or
any person guaranteeing its obligations
pursuant to Clause 3.12.10(iii) is a person
with a credit rating which is acceptable to
the Landlord (such acceptance not to be
unreasonably withheld);
(iii) the assignee has a similar ability to
operate a coal-fired power station to
that of the Guarantor at the date of
this Lease;
(iv) (as a separate condition) the assignee has
an ability to operate a coal-fired power
station which is acceptable to the Landlord
(such acceptance not to be unreasonably
withheld);
(v) the Quota Rights are assigned to the person
to whom this Lease is assigned
simultaneously with the Lease;
3.12.10 Not at any time to assign or agree to assign
the whole or a permitted part of the Demised
Premises unless:
(i) the assignee covenants with the Landlord to
pay the Premium (in so far as it has not
already been paid) and the rents and observe
and perform the Tenant's covenants in this
Lease (in the case of assignment of a
permitted part in so far as they relate to
the permitted part) during the residue of
the Term or until released pursuant to the
1995 Act;
(ii) the Tenant enters into an agreement
guaranteeing the performance of the Tenant's
covenants in this Lease (in the case of
assignment of a permitted part in so far as
they relate to the permitted part) by the
assignee including the provisions set out in
the Sixth Schedule to the extent permitted
by the 1995 Act;
(iii) such other persons as the Landlord
reasonably requires act as guarantors
for the assignee and enter into direct
covenants with the Landlord to perform
the terms of this Lease (in the case of
assignment of a permitted part in so far
as they relate to the permitted part)
including the provisions set out in the
Sixth Schedule;
3.12.11 Without prejudice to the foregoing
provisions not to assign the whole or a
permitted part of the Demised Premises
without the Landlord's written consent (not
to be unreasonably withheld or delayed);
3.13 REGISTRATION
Within twenty-one days after the date of any assignment
of this Lease or the execution of any mortgage or
charge affecting this Lease or any transfer of any such
mortgage or charge or any devolution of the Term by
assent or operation of law to give written notice and
to deliver a certified copy to the Landlord's
Solicitors (or as the Landlord may from time to time
direct) of such assignment mortgage charge transfer of
mortgage or charge or devolution and to pay or cause to
be paid to the Landlord's Solicitors or as the Landlord
may from time to time direct a reasonable fee not being
less than Twenty pounds for the registration thereof;
3.14 NOT TO MAKE ALTERATIONS
Until the Satisfaction Date not to make any addition or
alteration to or do any thing in relation to any of the
Landlord's Fixtures and Fittings which would diminish
the value of the Landlord's Fixtures and Fittings or
the Demised Premises provided that the Tenant shall not
hereby be prevented from replacing any of the
Landlord's Fixtures and Fittings with a replacement of
similar character and at least equal value and provided
further that the Landlord may in any given case in its
absolute discretion waive the requirement for a
replacement of similar character and at least equal
value (to be effective such waiver shall be in
writing);
3.15 TO PAY LANDLORD'S COSTS
To pay to the Landlord on demand and on an after-tax
indemnity basis all costs charges expenses damages and
losses of whatsoever nature whether direct or indirect
(including but without prejudice to the generality of
the foregoing Solicitors' costs Counsels' Architects'
and Surveyors' Environmental Consultants' and other
professional fees and commission payable to a bailiff)
and which may at any time be incurred suffered or
sustained by the Landlord:
3.15.1 inci$ental to the preparation and service of
a notice under Section 146 of the Law of
Property Act 1925 and/or in or in
contemplation of any proceedings under
Section 146 or 147 of the said Act (whether
or not any right of re-entry or forfeiture
has been waived by the Landlord or a notice
served under the said Section 146 is
complied with by the Tenant or the Tenant
has been relieved under the provisions of
the said Act and notwithstanding forfeiture
is avoided otherwise than by relief granted
by the court);
3.15.2 in connection with or procuring the
remedying of any breach non-performance or
nonobservance of any covenant condition or
other obligation on the part of the Tenant
or any person deriving title under the
Tenant contained in this Lease;
3.16 TO OBSERVE STATUTORY REQUIREMENTS
At all times and from time to time and at its own
expense to comply with all Applicable Laws and to
execute all works including remediation as are or may
under or in pursuance of any Applicable Law be directed
or required to be done or executed upon or in respect
of the Demised Promises or the use thereof whether by
the owner and/or the Landlord and/or the Tenant thereof
or any person deriving title thereunder or which relate
to the remediation of other sites or premises or
controlled waters if and to the extent that the need
for remediation has been caused in whole or in part by
the Demised Premises or any use thereof or activities
or omissions thereon and not to do or fail to do on the
Demised Premises or on the said other sites or premises
or controlled waters any act or omission or thing
whereby the Landlord becomes or is likely to become
liable to pay any penalty fine charge tax levy or duty
imposed or to bear the whole or any part of any costs
or expenses incurred under or through any such
Applicable Law and at all times to save harmless and
keep indemnified the Landlord on an after-tax basis
against all losses (as defined in Clause 3.26.1) which
may at any time be made or claimed against or incurred
or suffered or sustained by the Landlord in respect of
the foregoing;
3.17 PLANNING
At all times during the Term to comply in all respects
with the Planning Acts and to keep the Landlord
indemnified on an after-tax basis in respect thereof;
3.18 TO INFORM LANDLORD OF NOTICES
Upon becoming aware of the happening of any occurrence
or upon the receipt of any notice order requisition
direction or other thing which may be capable of
materially adversely affecting the Landlord's interest
in the Demised Premises or which might give rise to a
liability or a duty or to a breach of a duty imposed by
common law or statute on the Landlord the Tenant shall
forthwith at its own expense deliver full particulars
or a copy thereof to the Landlord;
3.19 TO INFORM LANDLORD OF CONTAMINANTS AND DEFECTS AND TO
INDEMNIFY
To inform the Landlord immediately in writing upon
becoming aware of the existence of any contaminant or
pollutant or hazardous substance on or under or
escaping or emitting or leaching from or any defect in
the Demised Premises which might jive rise to a duty or
liability imposed by common law or statute on the
Landlord and to indemnify the Landlord on an after-tax
basis in respect of all losses (as defined in Clause
3.26.1) which may at any time be made or claimed
against or incurred suffered or sustained by the
Landlord by reason of:
3.19.1 any interference or alleged interference or
obstruction by the Demised Premises or any
use thereof or activities or omissions
thereon of any right or alleged right of
light air drainage or other right or alleged
right now existing for the benefit of any
adjoining or neighbouring property;
3.19.2 any contaminant or pollutant or hazardous
substance in or under or escaping or
emitting or leaching from the Demised
Premises;
3.20 APPLICATIONS FOR CONSENT
Upon making an application for any consent or approval
which is required under this Lease the Tenant shall
disclose to the Landlord such information as the
Landlord may reasonably require and shall pay on demand
and by way of indemnity on an after-tax basis all costs
charges and expenses (including without limitation
legal costs Surveyors' fees disbursements and stamp
duty) properly incurred by the Landlord resulting from
all such applications by the Tenant including costs
charges fees and disbursements actually incurred in
cases where consent is properly refused or the
application is withdrawn;
3.21 TO OBSERVE COVENANTS
To observe and perform the agreements covenants and
stipulations contained or referred to in the documents
referred to in the Third Schedule hereto so far as any
of the same are still subsisting and capable of taking
effect and relate to the Demised Premises and to keep
the Landlord indemnified on an after-tax basis against
all losses (as defined in Clause 3.26.1) actions
proceedings costs claims and demands in any way
relating thereto;
3.22 YIELDING UP
3.22.1 Immediately prior to the expiration or
sooner determination of the Term if required
by any competent authority or if reasonably
so requested by the Landlord (and in either
such case at the cost of the Tenant) to
remove from the Demised Premises or (if the
relevant contaminant pollutant or hazardous
substance has been caused by the Demised
Premises or any use thereof or activities or
omissions thereon after the date hereof from
other sites or premises or controlled waters
or render harmless to the reasonable
satisfaction of the landlord any such
contaminant or pollutant or hazardous
substance which is capable of causing harm
or pollution or which the Landlord would
otherwise have a duty (whether under common
law or statute) to remove or render
harmless;
3.22.2 At the expiration or sooner determination of
the Term (howsoever the same be determined)
to yield up to the Landlord the Demised
Premises in such state of repair and
condition and cleanliness as shall be in
accordance with the covenants on the part of
the Tenant herein contained together (if the
Term is determined prior to the Satisfaction
Date but not otherwise) with the Landlord's
Fixtures and Fittings and together with all
other fixtures fittings improvements and
additions (except tenant's fixtures and
fittings) which now are or may at any time
hereafter be in or about the Demised
Premises and in the event of the Tenant
failing so to yield up the Demised Premises
to pay to the Landlord on demand by way of
liquidated damages:
(i) the cost of putting the Demised Premises
into the state of repair and condition and
cleanliness in which they should have been
had the Tenant complied with the terms of
this Lease; and
(ii) on an indemnity after-tax basis all losses
(as defined in Clause 3.26.1) (including
without limitation Surveyors' Environmental
Consultants' and other professional fees)
which are at any time made or claimed
against or incurred suffered or sustained by
the Landlord in connection with the matters
referred to in this Clause 3.22.2;
3.23 TO PAY VAT
Subject to the provisions regarding Value Added Tax in
respect of the Premium contained in paragraph 5 of the
Eighth Schedule to pay to the Landlord by way of
additional rent any amount in respect of Value Added
Tax which is chargeable at the rate for the time being
in force in respect of any rent or other payment made
or other consideration provided by the Tenant under the
terms of or in connection with this Lease and in every
case where an amount of money is payable or
consideration is provided under this Lease such amount
or consideration shall be regarded as being exclusive
of all Value Added Tax which may from time to time be
legally payable thereon and such Value Added Tax shall
be payable on the due date for the payment of such
amount or the provision of such consideration;
3.24 REIMBURSEMENT OF VAT
In every case where the Tenant has agreed to reimburse
or indemnify the Landlord in respect of any payment
made by the Landlord under the terms of or in
connection with this Lease that the Tenant shall also
reimburse any Value Added Tax paid by the Landlord on
such payment to the extent that the Value Added Tax is
irrecoverable by the Landlord;
3.25 TO INSURE
3.25.1 (i) Until the Satisfaction Date to insure
and keep insured the Demised Premises in
the joint names of the Landlord and the
Tenant with the Insurers (who shall
first have been approved in writing by
the Landlord such approval not to be
unreasonably withheld) against loss or
damage by the Insured Risks in the Full
Cost of Reinstatement thereof except
that in respect of risks of Machinery
Breakdown insurance shall be for the
maximum possible loss in a sum which has
first been approved in writing by the
Landlord such approval not to be
unreasonably withheld or delayed;
3.25.1 (ii) To procure that the insurance
policy required to be effected by
this Clause 3.25.1 shall contain a
loss payable provision in the
following form:
(a) If a single event of damage or
destruction gives rise to or is likely
to give rise to a total recovery under
the policy of L5,000,000 or more the
whole of the recovery shall be paid in
full to the Landlord or to its order
without any deduction;
(b) If a single event of damage or
destruction gives rise to a total
recovery under the policy of less than
L5,000,000 the whole of the recovery
shall be paid in full to the Tenant
without any deduction the recovery to be
applied in the reinstatement of the
Demised Premises;
and to procure that all recoveries are paid
and applied in the manner required by such
provision;
3.25.2 (i) Until the Satisfaction Date to maintain
loss of rent insurance in the name of
the Landlord with the Insurers (who
shall first have been approved in
writing by the Landlord such approval
not to be unreasonably withheld or
delayed) against loss of rent arising
from loss or damage of any Generating
Set at the Demised Premises by the
Insured Risks under a policy which has
first been approved in writing by the
Landlord (such approval not to be
unreasonably withheld or delayed);
3.25.3 (ii) The loss of rent to be covered by
such insurance shall be the
aggregate from time to time of the
rent first reserved and any Value
Added Tax chargeable in respect
thereof for a three year period;
3.25.4 To notify the Landlord and the Insurers
immediately on becoming aware of the
occurrence before the Satisfaction Date of
any loss or damage at the Demised Premises
which is likely to result in a loss in
excess of L2,000,000 whether or not caused
by an Insured Risk;
3.25.5 In case of destruction or damage of the
Demised Premises by any of the Insured Risks
prior to the Satisfaction Date diligently to
reinstate restore and rebuild the same
without delay under the direction and to the
reasonable satisfaction of the Landlord
(Provided that in the event of destruction
of a power station forming part of the
Demised Premises the obligation to reinstate
shall be to build a new power station with
substantially similar generating output to
the power station destroyed and that if the
Tenant is unable (having used its best
endeavours) to obtain the planning or other
consents necessary to execute the
reinstatement restoration and rebuilding the
Tenant shall not be obliged to reinstate
restore and rebuild the Demised Premises and
the Landlord shall be solely entitled to
retain all the moneys payable under or by
virtue of the insurance) and in compliance
with all Applicable Laws (employing such
Building Contractors Architects Surveyors
and other professional advisers as shall
previously be approved in writing by the
Landlord such approval not to be
unreasonably withheld) in accordance with
plans and specifications previously approved
at the expense of the Tenant by the Landlord
(such approval not to be unreasonably
withheld) and in case the same shall be
insufficient for that purpose (whether as a
result of under-insurance the withholding of
all or part of the insurance monies or any
other reason except where it is as a result
of a breach by the Landlord of its covenants
under this Lease or a breach by the Landlord
of any term of the insurance policy which
has been disclosed to it) to make up the
deficiency out of the Tenant's own monies
Provided that where insurance proceeds have
been paid to the Landlord pursuant to Clause
3.25.1(ii) the Tenant shall not be liable
under this Clause 3.25.4 for failure to
reinstate restore or rebuild to the extent
only that the Landlord has failed to comply
with its obligation contained in Clause 4.2;
3.25.1 (i) At its own expense throughout the Term
to maintain insurance cover in respect
of the Demised Premises with the
Insurers (who shall first have been
approved in writing by the Landlord such
approval not to be unreasonably
withheld) against legal liability to any
third parties (including agents and sub-
contractors of the Tenant and insofar as
insurance on behalf of the Landlord is
concerned employees of the Tenant) for
injury death disease loss or damage
(whether to persons or property) (and
including any such resulting from sudden
and identifiable unintended and
unexpected pollution) suffered (or
alleged to have been suffered) as a
result of or arising directly or
indirectly out of the use or presence of
the Tenant or the Landlord or the
invitees employees agents or assigns of
either or both of them or activities or
omissions conducted in about or from or
in connection with the Demised Premises
or otherwise concerning the Demised
Premises;
3.25.1 (ii) The cover required by Clause
3.25.5(i) shall:
(a) be maintained in such amounts as a
prudent person carrying on the business
of the Tenant would effect having regard
to the nature occupation and location of
the Demised Premises but in any event
shall until the Satisfaction Date be for
not less than L100,000,000;
(b) name the Landlord its directors officers
employees servants and agents in each
case carrying out the exercise of the
Landlord's rights or performance of the
Landlord's obligations under this Lease
as additional insureds;
(c) provide that the insurance effected
pursuant to the provisions of this
Clause shall be primary and without
right of contribution from any other
insurance effected by any of the
additional insureds:
(d) contain a cross liability provision to
the effect that coverage in respect of
liability save for the limits of
liability shall operate to give each
additional insured the same protection
as if there were a separate policy
issued to each additional insured; and
(e) provide that the Tenant alone and none
of the additional insureds shall be
liable for any premiums in respect of
any such insurance;
3.25.2 (iii) The Tenant shall procure that the
cover required by Clause 3.25.5(i)
shall provide that the Insurers
shall waive all rights of
subrogation that the Insurers have
or may acquire against the Landlord
and its respective directors
officers employees servants and
agents;
3.25.3 To keep in effect throughout the Term in
respect of the Tenant's liability to its
employees employer's liability insurance
providing for such indemnity and in such
form as to comply with the Employer's
Liability (Compulsory Insurance) Act 1969
and any succeeding statute imposing similar
obligations upon employers;
3.25.1 (i) To procure that all insurance policies
required to be effected by this Clause
3.25 shall contain a provision
preventing the material alteration of or
the invalidation termination or
cancellation of the policy in whole or
in part without at least thirty days'
prior written notice having been given
to the Landlord;
3.25.2 (ii) To use its best endeavours to
procure that all insurance policies
required to be effected by this
Clause 3.25 shall to the extent
covertable in the insurance market
contain a provision that the
indemnity granted to any additional
insured shall not be defeated
prejudiced or otherwise affected by
any act omission neglect or breach
of any warranty declaration or
condition on the part of any other
insured party and shall insure the
interests of each additional
insured as they appear regardless
of any misrepresentation non-
disclosure want of due diligence
act or omission on the part of any
other insured party;
3.25.1 (i) From time to time on written request by
the Landlord (but not more than once in
any year without good cause) to produce
to the Landlord written confirmation
from the Insurers of the terms of every
insurance policy required at that time
to be effected under this Clause 3.25
and the fact that all such policies are
subsisting and in effect and that all
current premiums have been paid and (if
requested) a copy of all such policies;
3.25.2 (ii) At its own expense to arrange for
certification to be made to the
Landlord by the Insurers or the
Tenant's insurance brokers (who
shall be insurance brokers of
repute) in such format as is
reasonably acceptable to the
Landlord on the occasion of each
renewal or replacement of any
insurance required hereunder (but
in any event at intervals not
exceeding twelve months) as to the
existence and scope of all
insurances effected in compliance
with this Clause 3.25;
3.25.3 (iii) To retain in safe custody all
placing slips certificates cover
notices renewal receipts and/or
confirmation of renewals
correspondence and policies with
regard to any insurance required to
be effected by this Lease which are
in or shall come into the
possession of the Tenant and upon
request to permit the Landlord (or
the Landlord's duly authorised
representatives) to inspect the
same at the Landlord's expense and
upon the written request of the
Landlord promptly to deliver copies
thereof to the Landlord;
3.25.4 To use its best endeavours to procure in
respect of the insurances required under
this Clause 3.25 that the Tenant's insurance
brokers or (in the absence of such brokers)
a representative of the Tenant to be
approved by the Landlord (acting reasonably)
shall as soon as reasonably practicable but
without delay advise the Landlord in writing
upon becoming aware of:
(i) any underwriter or Insurer cancelling or
giving notice of cancellation of any
insurance required hereunder;
(ii) any actual or proposed material alteration
to or termination cancellation or expiry (in
the latter case which is not immediately
followed by renewal upon the same terms with
the same insurers) of any insurance required
hereunder;
(iii) any default in the payment of any
premium or failure of the Tenant to
instruct its brokers to renew any
insurance required hereunder; and
(iv) any act or omission of the Tenant or any
third party or of any event of which they
have knowledge and which in their reasonable
assessment may have a material impact on the
cover provided under any insurance provided
hereunder;
3.25.5 If the Tenant shall fail to effect any
insurance or to pay any premium or premiums
thereunder which (for the time being) it is
obliged to do hereunder the Landlord may
(without being bound so to do) effect any
such insurance or pay any such premium or
premiums in such manner and to such extent
as it thinks fit and the costs thereof shall
be immediately due and payable by the Tenant
as a debt due on demand.
3.26 TO INDEMNIFY THE LANDLORD
Without prejudice to the specific indemnities contained
in this Lease to indemnify the Landlord on an after-tax
basis and keep it indemnified on an after-tax basis
against:
3.26.1 all actions claims demands liabilities costs
losses damages proceedings (whether civil or
criminal) penalties fines charges taxes
levies or duties (other than corporation tax
in respect of income or retained gains or
other profits derived by the Landlord from
the Demised Premises) or other sanctions and
judgments costs (including legal costs on a
full indemnity basis) and expenses of
whatsoever nature whether direct or indirect
(hereinafter referred to as losses) which
may result or which the Landlord may suffer
incur or sustain (other than as a result of
any breach by the Landlord of any of its
covenants contained in this Lease) either
directly or indirectly in any manner in
connection with or arising out of this Lease
(other than tax consequences arising from
the grant of this Lease) or the Demised
Premises; and
3.26.2 any obligation or liability (except as
regards payment of the sums referred to in
Clause 3.26.1) which it may have and which
is not effectively discharged by it or
others to third parties in respect of or in
any way whatsoever either directly or
indirectly in any manner in connection with
the use or state or condition of the Demised
Premises during the Term (other than
corporation tax charged on the income or
retained gains or other profits derived by
the Landlord from the Demised Premises); and
3.26.3 all losses which may at any time be made or
claimed against or incurred suffered or
sustained by the Landlord and arising either
directly or indirectly in any manner out of
any alterations additions repairs or
development from time to time carried out on
the Demised Premises during the Term; and
3.26.4 all losses which may at any time be made or
claimed against the Landlord by the Tenant
or by any employee servant agent or
contractor of the Tenant or any third party
or parties or by their respective dependents
arising either directly or indirectly in any
manner out of the ownership operation use
occupation maintenance or demise of the
Demised Premises during the Term or the
construction of the Demised Premises whether
such losses may be attributable to any
defect in the Demised Premises or otherwise
and whether or not the Demised Premises or
the relevant part thereof is in the
possession or control of the Tenant and
without prejudice to the generality of the
foregoing the provisions of this Clause
shall extend to:
(i) claims of persons who have suffered or
alleged that they have suffered loss damage
or injury in connection with anything done
or not done on the Demised Premises
including claims in connection with any
substance emanating or threatening to
emanate from the Demised Premises; and
(ii) claims based on the doctrines of product
liability or strict liability or absolute
liability in tort or imposed by statute;
3.26.5 all losses which may at any time be made or
claimed against or incurred suffered or
sustained by the Landlord because of
ownership or demise of the Demised Premises
or any part thereof during the Term or
construction of the Demised Premises or any
part thereof or the use thereof during the
Term or because of any design article or
material therein or relating thereto or
arising from infringement or alleged
infringement during the Term of intellectual
property or other rights;
3.26.6 all losses which may at any time be made or
claimed against or incurred suffered or
sustained by the Landlord and which arise
from any breach non-performance or
nonobservance of the Tenant's covenants and
other obligations under this Lease;
Provided that the Landlord shall (so far as
practicable) take all reasonable steps to mitigate any
losses which it sustains or incurs and which might give
rise to a liability on the part of the Tenant under
this Clause 3.26 and Provided further that the Landlord
shall notify the Tenant of any claim brought against
the Landlord which might give rise to a claim under
this Clause 3.26 within six months of the Landlord
becoming aware of the claim and provided further that
the Landlord will not be entitled to recover from the
Tenant under this Clause 3.26 to the extent that it has
recovered and remains fully satisfied in respect of the
same loss from the Guarantor under the Sale of Business
Agreement;
3.27 WAIVER
The Landlord shall not be liable to the Tenant (and the
Tenant hereby waives any claim it might otherwise have
against the Landlord) for any losses in respect of any
injury loss or damage of whatsoever nature and
howsoever caused arising directly or indirectly out of
or in connection with the Demised Premises its design
construction installation use operation works of
reinstatement or ownership or any related works except
where such liability arises under the provisions of the
Sale of Business Agreement;
3.28 CONTINUANCE
The indemnities contained in Clause 3.26 shall continue
in full force and effect notwithstanding the expiration
or earlier determination of the Term in respect of any
losses (whenever suffered incurred or sustained)
resulting from any act or failure to act on the part of
any person (other than the Landlord) event state of
affairs or other thing occurring prior to the
expiration or earlier determination of the Term:
3.29 PREMIUM PAYMENTS
To comply with the obligations on its part contained in
the Eighth and Ninth Schedules.
4 LANDLORD'S COVENANTS
The Landlord HEREBY COVENANTS with the Tenant while it
owns the reversion immediately expectant on the Term as
follows:
4.1 QUIET ENJOYMENT
That the Tenant paying the rents hereby reserved and
the Premium and performing and observing the covenants
and agreements on the part of the Tenant hereinbefore
contained shall and may peaceably hold and enjoy the
Demised Premises during the Term without any
interruption by the Landlord or any person rightfully
claiming through under or in trust for it;
4.2 TO PAY OUT INSURANCE PROCEEDS
That where the Demised Premises have been destroyed or
damaged by any of the Insured Risks and the Landlord
has received insurance proceeds (other than for loss of
rent) from Insurers pursuant to the loss payable clause
contained in the insurance policy as a result of the
requirement in Clause 3.25.1 (ii) then the Landlord
shall procure that such insurance proceeds are paid to
an interest bearing account and on receipt of
satisfactory evidence of amounts expended or owed by
the Tenant to contractors sub-contractors professionals
or other suppliers of goods or services or any other
expenses incurred by the Tenant in complying with its
obligation to reinstate restore and rebuild contained
in Clause 3.25.4 within seven days of demand pay out to
the Tenant or (at the Tenant's request) directly to
such contractors sub-contractors professionals or
suppliers on the Tenant's behalf (against appropriate
invoices) so much of the said insurance proceeds as are
equal to such amounts together with any interest which
the Landlord has earned on the proceeds paid out while
they have been held by the Landlord Provided that for
the avoidance of doubt the Landlord shall not at any
time be obliged to pay out any loss of rent insurance
proceeds which it may have received or to pay out more
than the insurance proceeds (other than for loss of
rent) which it has actually received and not already
paid out under this Clause 4.2 Provided further that
any insurance proceeds received by the Landlord
pursuant to this Clause 4.2 (other than for loss of
rent) (together with all interest earned thereon) and
not paid out pursuant to the foregoing provision shall
be repaid by the Landlord to the Tenant within seven
days after the Demised Premises have been reinstated
restored or rebuilt (as the case may be) pursuant to
Clause 3.25.4 and once the Demised Premises have been
so reinstated restored or rebuilt such insurance
proceeds (together with such interest) shall belong
absolutely to the Tenant;
4.3 PREMIUM PAYMENTS
To comply with the obligations on its part contained in
the Eighth and Ninth Schedules.
5 PROVISOS
5.1 FORFEITURE
Prior to the Satisfaction Date:
5.1.1 If the rents hereby reserved or any part
thereof shall at any time be in arrear for
twenty-one days after the same shall have
been demanded by the Landlord; or
5.1.2 If any instalment of the Premium or any part
thereof shall at any time be in arrear for
twenty-one days after the same shall have
become due; or
5.1.3 If there shall be any Material Breach which
has not been remedied within two months of
notice of the Material Breach having been
given to the Tenant by the Landlord; or
5.1.4 If a Bankruptcy Order or an Administration
Order is made in respect of the Tenant or
the Guarantor; or
5.1.5 If a resolution is passed or an Order is
made for the winding-up of the Tenant or the
Guarantor otherwise than a member's
voluntary winding-up of a solvent company
for the purpose of amalgamation or
reconstruction previously approved by the
Landlord (such approval not to be
unreasonably withheld or delayed) (the
Landlord keeping confidential (save as
required by law) information it receives in
connection with the Tenant's or the
Guarantor's application for such approval);
or
5.1.6 If a receiver or administrative receiver is
appointed over the whole or any part of the
property assets or undertaking of the Tenant
or the Guarantor; or
5.1.7 If the Tenant or the Guarantor is struck off
the Register of Companies or is dissolved or
(being a corporation or company incorporated
outside Great Britain) is dissolved or
ceases to exist under the laws of the
country or state of its incorporation; or
5.1.8 If the directors of the Tenant or the
Guarantor make any proposal under Section 1
of the Insolvency Act 1986 or the Tenant or
the Guarantor proposes or makes any
agreement for the deferral rescheduling or
other readjustment (or proposes or makes a
general assignment or an arrangement or
composition with or for the benefit of the
relevant creditors) of all of (or all of a
particular type of its debts (or of any part
which it will or might otherwise be unable
to pay when due) or a moratorium is agreed
or declared in respect of or affecting all
or a material part of (or of a particular
type of the debts of the Tenant or the
Guarantor provided that where such proposal
agreement assignment arrangement composition
or moratorium relates to a particular type
of its debts or any part of its debts (as
opposed to all of its debts) the proposal
agreement assignment arrangement composition
or moratorium is material to the Landlord in
the context of this Lease and the Tenant's
or (as appropriate) the Guarantor's business
at the time and the Landlord shall have
served a written demand on the Tenant
pursuant to Clause 3.2 for the immediate
payment of all installments of the Premium
which have not yet fallen due and any part
of the Premium shall be in arrear for five
days after the service of such demand then
and in any such case it shall be lawful for
the Landlord at any time thereafter to re-
enter into and upon the Demised Premises or
any part thereof in the name of the whole
and to have again repossess and enjoy the
Demised Premises as in their former estate
and thereupon the Term shall absolutely
cease and determine but without prejudice to
any rights or remedies of the Landlord to
receive unpaid Premium or in respect of any
antecedent breach of any of the covenants or
conditions contained in this Lease and if
the Term shall so determine before the
Satisfaction Date it shall be as if the
assignment of the Quota Rights contained in
Clause 2 had not been made PROVIDED THAT
nothing in this Clause shall entitle the
Landlord peaceably to re-enter the Demised
Premises without an order of the Court;
5.2 NO IMPLIED EASEMENTS
Neither the granting of this Lease nor anything herein
contained shall by implication of law or otherwise
operate or be deemed to confer upon the Tenant any
easement right or privilege whatsoever over or against
any Adjoining Property or which would or might restrict
or prejudicially affect the future rebuilding
alteration or development of any Adjoining Property and
the Landlord shall have the right at any time to make
such alterations to or to pull down and rebuild or
redevelop any Adjoining Property as it may deem fit
without obtaining any consent from the Tenant;
5.3 NO RESTRICTIONS ON ADJOINING PROPERTY
Neither the granting of this Lease nor anything herein
contained or implied shall impose or be deemed to
impose any restriction on the use of any land or
building not comprised in this Lease or give the Tenant
the benefit of or the right to enforce or to have
enforced or to prevent the release or modification of
any covenant agreement or condition entered into by any
purchaser from or by any lessee or occupier of the
Landlord in respect of property not comprised in this
Lease or prevent or restrict in any way the development
of any land not comprised in this Lease;
5.4 NO COMPENSATION
Except where any Act of Parliament prohibits or
modifies the right to compensation being excluded or
reduced by agreement neither the Tenant nor any
undertenant (whether immediate or derivative) shall be
entitled on quitting the Demised Premises or any part
thereof to claim any compensation from the Landlord
under the Landlord and Tenant Act 1954 or any other Act
of Parliament whether enacted before or after the date
hereof;
5.5 CESSER OF RENT
In case any Generating Set at the Demised Premises
shall at any time during the Term be so damaged or
destroyed by any of the Insured Risks as to render the
Generating Set unfit for use then the portion of the
rent FIRST hereinbefore reserved and for the time being
payable hereunder which is allocated to the Generating
Set in accordance with the allocation set out in the
Fourth Schedule shall be suspended until the Generating
Set shall again be rendered fit for use or until the
loss of rent insurance effected pursuant to Clause
3.25.2 shall be exhausted (whichever shall be the
earlier) but only to the extent that proceeds of the
loss of rent insurance effected under this Lease are
paid to the Landlord to reimburse the Landlord for the
loss of such rents;
5.6 NOTICES
5.6.1 Any Notice or other communication required
to be given or served under or in connection
with this Lease shall be in writing and
shall be sufficiently given or served if
delivered or sent:
In the case of the Landlord to:
National Power PLC
Windmill Hill Business Park
Whitehall Way
Swindon
Wiltshire SN5 6PB
Fax: 01793 892781
Attention: Company Secretary
or to such other address in substitution
therefor as is notified in writing by the
Landlord to the Tenant and the Guarantor
hereafter
In the case of the Tenant to:
Eastern Merchant Properties Limited
PO Box 40
Wherstead Park
Wherstead
Ipswich
Suffolk IP9 2AQ
Fax: 01473 553002
Attention: The Company Secretary
or to such other address in substitution
therefor as is notified in writing by the
Tenant to the Landlord hereafter
In the case of the Guarantor to:
Eastern Group plc
PO Box 40
Wherstead Park
Wherstead
Ipswich
Suffolk IP9 2AQ
Fax: 01473 553002
Attention: The Company Secretary
or to such other address in substitution
therefor as is notified in writing by the
Guarantor to the Landlord hereafter;
5.6.2 Any such notice or other communication shall
be delivered by hand or sent by courier fax
or prepaid first class post. If sent by
courier or fax such notice or communication
shall conclusively be deemed to have been
given or served at the time of despatch in
the case of service in the United Kingdom or
on the following Business Day in the case of
international service. If sent by post such
notice or communication shall conclusively
be deemed to have been received two Business
Days from the time of posting in the case of
inland mail in the United Kingdom or three
Business Days from the time of posting in
the case of international mail;
5.6.3 In this Clause 5.6 BUSINESS DAY means a day
on which banks are open for business in
England (excluding Saturdays Sundays and
public holidays);
5.7 EXCLUSION OF S.62 LPA
The operation of Section 62 of the Law of Property Act
1925 shall be excluded from this Lease and the only
rights granted to the Tenant are those expressly set
out in this Lease and the Tenant shall not by virtue of
this Lease be deemed to have acquired or be entitled to
and the Tenant shall not during the Term acquire or
become entitled by any means whatsoever to any easement
from or over or affecting any other land or premises
now or at any time hereafter belonging to the Landlord
and not comprised in this Lease;
5.8 REPRESENTATION
The Tenant acknowledges that this Lease has not been
entered into in reliance wholly or partly on any
warranty undertaking statement or representation made
by or on behalf of the Landlord except any such
warranty undertaking statement or representation that
is expressly set out in this Lease or in the Sale of
Business Agreement and (so far as permitted by law)
waives any remedy in respect of any such warranties
undertakings statements and representations not
expressly set out in this Lease or in the Sale of
Business Agreement;
5.9 WORKING DAYS
In the event that any payment to be made by the Tenant
to the Landlord hereunder falls due on a day being a
Saturday or a Sunday or a day on which banking
institutions in England are authorised by law to close
and on which dealings are not carried on in the London
Interbank Market in Sterling then such payment shall be
made on the immediately preceding day not being such a
day;
5.10 SEVERANCE
If any term or provision of this Lease is held to be
illegal or unenforceable in whole or in part under any
enactment or rule of law such term or provision or part
shall to that extent be deemed not to form part of this
Lease but the enforceability of the remainder of this
Lease shall not be affected;
5.11 GENUINE PRE-ESTIMATE
The parties acknowledge and agree that all sums payable
to the Landlord pursuant to the proviso set out in
Clause 3.2 have been agreed after due and careful
consideration by the parties and constitute a genuine
and reasonable pre-estimate of the loss the Landlord
would or is fairly expected to suffer in the
circumstances giving rise to payment under the said
proviso;
5.12 SUPPLY OF GOODS AND SERVICES ACT 1982
This Lease contains the whole agreement between the
parties relating to the subject matter of this Lease at
the date hereof to the exclusion of any terms which may
be implied by law by the Supply of Goods and Services
Act 1982;
5.13 SALE OF BUSINESS AGREEMENT
Nothing contained in this Lease shall absolve the
Landlord from or constitute an indemnity on the part of
the Tenant in respect of any liabilities which may
arise under Clause 2.3.2 or 2.3.3 of the Sale of
Business Agreement or the warranties contained in
Paragraph 6.3 of Schedule 2 to the Sale of Business
Agreement;
5.14 WITHHOLDINGS AND DEDUCTIONS
All sums payable under this Lease shall be paid free
and clear of all deductions or withholdings whatsoever
save only as provided in this Lease or as may be
required by law and without abatement or set-off
(whether equitable or otherwise). If any deductions or
withholdings are required by law the party making the
payment shall (except in the case of payments of
interest including payments under paragraph 6.2.4 of
the Eighth Schedule) be obliged to pay the other party
such sums as will after such deduction or withholding
has been made leave the other party with the same
amounts as it would have been entitled to receive in
the absence of any such requirement to make a deduction
or withholding;
6 GUARANTEE
The Guarantor covenants with the Landlord in the terms
set out in the Sixth Schedule.
7 OPTION
7.1 The Tenant may at any time during the Term following
the date fifty years and one month following the date
hereof give notice (the NOTICE) to the Landlord
requiring the Landlord to sell to the Tenant the
freehold reversion to the Demised Premises (the
REVERSION). The consideration for the sale shall be
one pound (pound 1);
7.2 The Landlord shall within twenty-eight days of receipt
of the Notice deduce title to the Reversion and shall
use all reasonable endeavours to deal with all
reasonable enquiries and requisitions relating thereto
which may be made by the Tenant and take all reasonable
steps to vest the Reversion in the Tenant;
7.3 The form of transfer or conveyance shall be in such
form as shall be agreed between the parties (who shall
act reasonably) and in the absence of agreement in such
form as may be determined by Senior Conveyancing
Counsel agreed between the parties or appointed by the
Chairman of the Bar Association upon the application of
either party;
7.4 The sale and purchase of the Reversion shall take place
at the offices of the Landlord's solicitors within
twenty-eight days following notice from the Tenant to
the Landlord provided that such notice shall not be
served prior to the date which is twenty-eight days
following the Notice;
7.5 The transfer or conveyance shall contain a covenant
from the Tenant with the Landlord that the Tenant will
at all times thereafter perform and observe those
covenants conditions agreements declarations and other
provisions contained or referred to in or arising under
this Lease and the documents of title relating to the
Reversion so far as the same are still subsisting and
capable of taking effect and will keep the Landlord
indemnified from and against all actions claims demands
liabilities costs losses damages proceedings (whether
civil or criminal) penalties fines charges taxes levies
or duties or other sanctions and judgement costs
(including legal costs on a full indemnity basis) and
expenses in respect of any breach or non-observance
thereof;
7.6 In the event that the rights of pre-emption contained
in the three leases dated 31 March 1990 and made
between National Power PLC (1) and The National Grid
Company plc (2) of parts of the Reversion are exercised
prior to completion the Reversion shall not include the
areas of land which are the subject of the said rights
of pre-emption;
7.7 This option shall be of no effect if the Tenant fails
to register it as a land charge at HM Land Charges
Registry in relation to each of the counties in which
the Demised Premises are situated and by way of a
notice in the Charges Registers of Title Numbers
NT248499 NT249030 NT291811 SF7714 and SF86718 within
three months from the date of this Lease.
In witness whereof this document has been executed as a Deed
the day and year first before written.
FIRST SCHEDULE
PARTICULARS OF THE DEMISED PREMISES
(A) The power station land and buildings known as West Burton
Power Station off Gainsborough Road near Retford
Noftinghamshire in part registered under title numbers
NT248499 NT249030 and NT291811 and shown for the purpose of
identification only edged red on the plan annexed hereto and
marked "West Burton";
(B) The power station land and buildings known as Ironbridge
Power Station Buildwas Road Telford Shropshire and shown for
the purpose of identification only edged red on the plan
annexed hereto and marked "Ironbridge" and the land at
Devil's Dingle shown for the purpose of identification only
edged red on the plan annexed hereto and marked "Devil's
Dingle";
(C) The power station land and buildings known as Rugeley B
Power Station Armitage Road Rugeley Staffordshire in part
registered under title numbers SF7714 and SF86718 and shown
for the purpose of identification only edged red on the plan
annexed hereto and marked "Rugeley B";
SECOND SCHEDULE
PART 1
RIGHTS GRANTED
In favour of the Tenant and its lessees agents and
licensees and other persons who now have or may
hereafter be granted similar rights by the Tenant:
The right of passage and running of water telephone
electricity telegraphic and other services and supplies
of whatever nature from and to the Demised Premises
through such of the Conduits currently serving the
Demised Premises which are at the date of this Lease in
on or under the Adjoining Property and the right at all
reasonable times with or without workmen on giving
reasonable notice (except in an emergency) to the
Landlord to enter and remain upon those parts of the
Adjoining Property for the purpose of inspecting
cleansing repairing and maintaining such existing
Conduits subject to the Tenant causing the minimum
disturbance and damage to the Adjoining Property which
is reasonably practicable and making good forthwith all
damage caused thereby to the Adjoining Property to the
reasonable satisfaction of the Landlord;
MAP
Provided that the Landlord shall have the right at its
own expense to divert or relocate such Conduits to a
reasonable alternative location and the Tenant shall
co-operate in respect thereof and shall (where
appropriate) permit the Landlord to divert or relocate
such Conduits in or under the Demised Premises the
Landlord causing the minimum disturbance and damage to
the Demised Premises which is reasonably practicable
and making good forthwith all damage caused thereby to
the Demised Premises to the reasonable satisfaction of
the Tenant.
PART 2
EXCEPTIONS AND RESERVATIONS OUT OF THE DEMISE
In favour of the Landlord and its lessees agents and
licensees and all other persons who now have or may
hereafter be granted similar rights by the Landlord:
1 The right to erect or to consent hereafter to any
person erecting a new building or to alter any building
for the time being on the Adjoining Property in such
manner as the Landlord or the person or persons
exercising such right may think fit and notwithstanding
that such alteration or erection may diminish the
access of light and air enjoyed by the Demised Premises
and the right to deal with the Adjoining Property as it
may think fit;
2 At all reasonable times so far as may be necessary or
desirable with or without workmen the right on giving
reasonable notice (except in emergency) to the Tenant
to enter and remain upon the Demised Premises with all
necessary tools appliances and materials for the
purpose of carrying out construction or demolition work
at the Adjoining Property or repairing altering or
rebuilding the Adjoining Property and to cleanse empty
remove replace and repair or carry out works to any of
the Conduits belonging to the same;
3 At all reasonable times until the Satisfaction Date but
not thereafter so far as may be necessary with or
without workmen the right on giving reasonable notice
(except in emergency) to the Tenant to enter and remain
upon the Demised Premises with all necessary tools
appliances and materials for the purpose of repairing
or rebuilding the Demised Premises and to cleanse empty
and repair any of the Conduits belonging to the same
where the Tenant is in breach of its obligations
hereunder in relation thereto;
4 The right to lay Conduits at the Demised Premises for
the benefit of any Adjoining Property and the right of
passage and running of water steam soil gas telephone
electricity telegraphic and other services and supplies
of whatsoever nature from and to the Adjoining Property
through such of the Conduits serving the Adjoining
Property which now are or may before the expiration of
a period of eighty years from the date hereof (which is
the Perpetuity Period applicable to this Lease) be in
on or under the Demised Premises and the right at all
reasonable times with or without workmen on giving
reasonable notice (except in emergency) to the Tenant
to enter and remain upon the Demised Premises for the
purpose of laying inspecting repairing renewing
relaying cleansing maintaining and connecting up to any
such existing or future Conduits; Provided that the
Tenant shall have the right at its own expense to
divert or relocate such Conduits to a reasonable
alternative location and the Landlord shall co-operate
in respect thereof and shall (where appropriate) permit
the Tenant to divert or relocate such Conduits in or
under the Adjoining Property (the Tenant causing the
minimum disturbance and damage to the Adjoining
Property which is reasonably practicable and making
good forthwith all damage caused thereby to the
Adjoining Property to the reasonable satisfaction of
the Landlord).
Provided that the Landlord shall use all reasonable
endeavours to cause the minimum disturbance and damage
to the Demised Premises which is reasonably practicable
in the exercise of the rights contained in paragraphs 2
3 and 4 of this Schedule and shall make good forthwith
all damage caused thereby to the Demised Premises to
the reasonable satisfaction of the Tenant.
THIRD SCHEDULE
DOCUMENTS WHICH AFFECT OR RELATE TO THE DEMISED PREMISES
(A) West Burton Power Station:
------------------------------------------------------------------
DATE DOCUMENT PARTIES
==================================================================
I FREEHOLD DEEDS
------------------------------------------------------------------
PART A
------------------------------------------------------------------
23 December Conveyance Rt. Hon Digby Wentworth Bayard
1921 Baron Middleton and others (1)
F Wright Esq (2)
------------------------------------------------------------------
1960 Abstract of Executors of F Wright Deceased
Title
------------------------------------------------------------------
28 March 1961 Conveyance Personal Representatives of
F Wright Deceased (1) to The
Central Generating Board ("CEGB")
(2)
------------------------------------------------------------------
PART B
------------------------------------------------------------------
1960 Abstract of F E Warburton Esq
Title
------------------------------------------------------------------
9 May 1961 Conveyance F E Warburton (1) to CEGB (2)
------------------------------------------------------------------
PART C
------------------------------------------------------------------
1960 Abstract of R Speed Esq
Title
------------------------------------------------------------------
25 April 1961 Conveyance R Speed (1) CEGB (2)
------------------------------------------------------------------
PART D
------------------------------------------------------------------
6 October 1921 Conveyance Rt Hon Digby Wentworth Bayard,
Baron Middleton and others (1)
Mr J B Booth (2)
------------------------------------------------------------------
9 June 1961 Deed J B Brown Deceased
Supplemental
to Assent
3.12.1956
------------------------------------------------------------------
15 June 1961 Conveyance Mrs E M W Brown & Others (1) CEGB
(2)
------------------------------------------------------------------
PART E
------------------------------------------------------------------
30 December Copy Baron Middleton & Others (1)
1921 Conveyance T H Atkinson (2)
------------------------------------------------------------------
6 July 1961 Acknowledgement R Collier Esq
------------------------------------------------------------------
6 July 1961 Conveyance R Collier Esq (1) CEGB (2)
------------------------------------------------------------------
PART F
------------------------------------------------------------------
1960 Abstract of Personal Representative of
Title Mr. Frederick Hill
------------------------------------------------------------------
22 June 1961 Acknowledgement Midland Bank Executors and Trustee
Co Ltd (1) CEGB (2)
------------------------------------------------------------------
22 June 1961 Conveyance Personal Representative of F Hill
Deceased (1) CEGB (2)
------------------------------------------------------------------
PART G
------------------------------------------------------------------
1961 Abstract of J W Baddiley
Title
------------------------------------------------------------------
17 July 1961 Conveyance J W Baddiley (1) CEGB (2)
------------------------------------------------------------------
PART H
------------------------------------------------------------------
13 September Conveyance J B Brown (1) J A Forrest (2)
1949
------------------------------------------------------------------
18 April 1961 Conveyance Mr J A Forrest (1) CEGB (2)
------------------------------------------------------------------
PART I
------------------------------------------------------------------
1947 Abstract of J W Muntus
Title
------------------------------------------------------------------
10 May 1961 Conveyance P E Muntus (1) CEGB (2)
------------------------------------------------------------------
PART J
------------------------------------------------------------------
1960 Abstract
Title
------------------------------------------------------------------
4 December Conveyance Murgatroyd (1) CEGB (2)
1961
------------------------------------------------------------------
PART K
------------------------------------------------------------------
1961 Abstract of
Title
------------------------------------------------------------------
20 November Conveyance Personal Representatives of E W S
1961 Foljambe (1) CEGB (2)
------------------------------------------------------------------
PART L
------------------------------------------------------------------
24 November Conveyance BTC (1) CEGB (2)
1961
------------------------------------------------------------------
PART M
------------------------------------------------------------------
1948 Abstract of
Title
------------------------------------------------------------------
25 April 1961 Conveyance Bland (1) CEGB (2)
------------------------------------------------------------------
PART N
------------------------------------------------------------------
1966 Abstract of
Title
------------------------------------------------------------------
1 July 1966 Conveyance Nottingham County Council (1) CEGB
(2)
------------------------------------------------------------------
PART P
------------------------------------------------------------------
Entries on the
registers of
title number
NT248499
------------------------------------------------------------------
PART Q
------------------------------------------------------------------
12 September Contract C Brown (1) CEGB (2)
1989
------------------------------------------------------------------
Entries on the
registers of
title number
NT249030
------------------------------------------------------------------
PART R
------------------------------------------------------------------
Entries on the
registers of
title number
NT291811
------------------------------------------------------------------
AS TO WHOLE
------------------------------------------------------------------
26 October Highway
1962 Diversion
Order
------------------------------------------------------------------
1 November Government Secretary of State for Energy (1)
1990 Debenture National Power PLC (2)
Deed
------------------------------------------------------------------
20 June 1996 Conveyance National Power PLC (1) Severn
Trent Water Ltd (2)
------------------------------------------------------------------
II CONSENTS LICENCES AND WAYLEAVES
------------------------------------------------------------------
13 June 1961 Wayleave Minister of Public
Order
------------------------------------------------------------------
4 October 1963 Notice of Minister of Public
abandonment
of oil
pipeline
------------------------------------------------------------------
16 June 1994 Wayleave East Midlands Electricity plc (1)
National Power PLC (2)
------------------------------------------------------------------
28 October Sidings British Railways Board (1) CEGB
1976 Agreement (2)
------------------------------------------------------------------
17 February BT Wayleave British Telecom Plc (1) National
1995 Power PLC (2)
------------------------------------------------------------------
16 September Section 106 Nottingham County Council (1)
1993 Agreement National Power PLC (2)
------------------------------------------------------------------
22 November Deed of Grant Crown Estates (1) CEGB (2)
1966
------------------------------------------------------------------
20 June 1996 Deed of Grant National Power PLC (1) Severn
Trent Water Ltd (2)
------------------------------------------------------------------
III LEASES AND LICENCES
------------------------------------------------------------------
31 March 1990 Lease National Power PLC (1) The
National Grid Company Plc ("NGC")
(2)
------------------------------------------------------------------
29 September Tenancy National Power PLC (1) P D & R E
1994 Warburton (2)
------------------------------------------------------------------
22 March 1995 Grazing National Power PLC (1) A R Baker
Licence (2)
------------------------------------------------------------------
22 March 1995 Grazing National Power PLC (1) C G Rowles
Licence Nicholson (2)
------------------------------------------------------------------
22 March 1995 Grazing National Power PLC (1) D B Brown
License (2)
------------------------------------------------------------------
13 December Agricultural National Power PLC (1) C G Rowles
1993 License Nicholson (2)
------------------------------------------------------------------
26 June 1996 Supplemental National Power PLC (1) NGC (2)
Lease
------------------------------------------------------------------
26 June 1996 Deed of National Power Plc (1) NGC (2)
Variation
------------------------------------------------------------------
25 June 1996 Lease National Power Plc (1) Ash
Resources Limited (2)
------------------------------------------------------------------
IV THE TRANSFER SCHEME DOCUMENTS
------------------------------------------------------------------
30 March 1990 License to CEGB (1)
Retain Assets East Midlands Electricity Board
(2)
------------------------------------------------------------------
30 March 1990 Interface CEGB (1)
Agreement East Midlands Electricity Board
(2)
------------------------------------------------------------------
31 March 1990 Interface National Power PLC (1)
Agreement NGC (2)
------------------------------------------------------------------
31 March 1990 Deed of National Power PLC (1) to
Easement for NGC (2)
Lines and
Cables
------------------------------------------------------------------
(B) Ironbridge Power Station:
------------------------------------------------------------------
I FREEHOLD DEEDS
------------------------------------------------------------------
AS TO PART A
------------------------------------------------------------------
8 August 1928 Conveyance H R Moseley (1) H G Archer &
G Elliott (2) WMJEA (3)
------------------------------------------------------------------
10 September Letter
1928
------------------------------------------------------------------
15 October Agreement F G Fowler (1) WMJEA (2)
1928
------------------------------------------------------------------
15 October Agreement W Bishop (1) WMJEA (2)
1928
------------------------------------------------------------------
15 October Agreement W W Parkes (1) WMJEA (2)
1928
------------------------------------------------------------------
15 October Agreement E Morgan (1) WMJEA (2)
1928
------------------------------------------------------------------
15 October Agreement E Hobson (1) WMJEA (2)
1928
------------------------------------------------------------------
23 October Agreement F M Cope-Darby (1) WMJEA (2)
1928
------------------------------------------------------------------
30 July 1965 Conveyance CEGB (1) F Lee & J Lee (2)
------------------------------------------------------------------
AS TO PART B
------------------------------------------------------------------
1964 Examined
Abstract of
Title
------------------------------------------------------------------
16 October Conveyance E G Wilkes (1) CEGB (2)
1964
------------------------------------------------------------------
26 August 1982 Conveyance CEGB (1) Mr and Mrs J A Owen (2)
------------------------------------------------------------------
AS TO PART C
------------------------------------------------------------------
24 June 1859 Deed of E Moseley & Others (1)
Release and Severn Valley Railway Company (2)
Disentailing and W Moseley (1) Severn Valley
Assurance Railway Company (2)
------------------------------------------------------------------
24 March 1860 Disentailing W Moseley (1)
Assurance Severn Junction Railway Co (2)
------------------------------------------------------------------
16 April 1929 Agreement Great Western Railway Co (1)
F Woodgates (2)
------------------------------------------------------------------
1947 Examined
Abstract of
Title
------------------------------------------------------------------
26 January Agreement BTC (1) R H V Drury (2)
1953
------------------------------------------------------------------
30 March 1966 Conveyance R H V Drury (1) CEGB (2)
------------------------------------------------------------------
9 March 1976 Agreement CEGB (1) A Shropshire & J Jones
(2)
------------------------------------------------------------------
24 September Duplicate CEGB (1) Mr and Mrs M Kay (2)
1986 Conveyance
------------------------------------------------------------------
8 May 1980 Conveyance CEGB (1) Shropshire County Council
(2)
------------------------------------------------------------------
5 February Letter Nature Conservancy Council
1986
------------------------------------------------------------------
28 March 1991 Conveyance M Roberts & Others (1) National
Power PLC (2)
------------------------------------------------------------------
20 December Conveyance National Power PLC (1) R H Jones
1995 (2)
------------------------------------------------------------------
AS TO PART D
------------------------------------------------------------------
16 November Guardianship Commissioners for Works (1)
1925 Deed Moseley (2)
------------------------------------------------------------------
1928 Examined
Abstract of
Title
------------------------------------------------------------------
8 August 1928 Conveyance H Moseley (1) WMJEA (2)
------------------------------------------------------------------
27 September Agreement BTC (1) J B Carr (2)
1948
------------------------------------------------------------------
2 June 1961 Guardianship H R Moseley (1) Commissioners for
Deed Works (2)
------------------------------------------------------------------
1 March 1963 Conveyance J B Carr (1) CEGB (2)
------------------------------------------------------------------
8 May 1980 Conveyance CEGB (1) Shropshire County Council
(2)
------------------------------------------------------------------
10 April 1981 Notice of Secretary of State for the
Ancient Environment
Monument
------------------------------------------------------------------
11 May 1994 Deed of National Power PLC (1)
Exchange The Secretary of State for
National Heritage (2)
------------------------------------------------------------------
11 February Duplicate National Power PLC (1)
1994 Conveyance Shropshire County Council (2)
------------------------------------------------------------------
9 February Subsidiary CEGB (1)
1984 Vesting Deed F W Carder & Others (2)
------------------------------------------------------------------
21 December Deed of National Power PLC (1)
1995 Guardianship Secretary of State for National
Heritage (2)
------------------------------------------------------------------
AS TO PART E
------------------------------------------------------------------
28 October Conveyance Rt Hon Lord Forester (1)
1859 Severn Valley Railway Co (2)
------------------------------------------------------------------
24 March 1860 Conveyance W Moseley (1)
Severn Junction Railway Co (2)
------------------------------------------------------------------
18 October Conveyance W Moseley (1)
1881 The Wenlock Railway Co (2)
------------------------------------------------------------------
1 March 1941 Agreement Salop County Council (1)
Great Western Railway Company (2)
------------------------------------------------------------------
15 January Agreement BTC (1)
1953 HAL Price (2)
------------------------------------------------------------------
16 December Conveyance British Railways Board (1)
1966 CEGB (2)
------------------------------------------------------------------
AS TO PART F
------------------------------------------------------------------
1964 Examined
Abstract of
Title
------------------------------------------------------------------
5 May 1967 Conveyance W A E Pryce (1) CEGB (2)
------------------------------------------------------------------
AS TO PART G
------------------------------------------------------------------
1966 Examined H G Passey
Abstract of
Title
------------------------------------------------------------------
8 August 1968 Conveyance H G Passey (1)
CEGB (2)
------------------------------------------------------------------
AS TO PART H
------------------------------------------------------------------
1954 Examined
Abstract of
Title
------------------------------------------------------------------
23 May 1967 Conveyance F R Coldicutt (1)
CEGB (2)
------------------------------------------------------------------
AS TO PART I
------------------------------------------------------------------
1928 Abstract of H R Moseley (1)
Title H G Archer & Another (2)
F Woodgates (3)
------------------------------------------------------------------
7 July 1930 Conveyance F Woodgates (1)
M Gilmore (2)
------------------------------------------------------------------
27 January Agreement H R Moseley (1)
1934 M Gilmore (2)
------------------------------------------------------------------
21 August 1942 Agreement J Stokes (1)
H Gilmore (2)
------------------------------------------------------------------
20 September Conveyance P R Gilmore (1)
1968 CEGB (2)
------------------------------------------------------------------
AS TO PART J
------------------------------------------------------------------
24 December Conveyance F Woodgates (1) L M Mason (2)
1929
------------------------------------------------------------------
26 August 1968 Conveyance L M Mason (1) CEGB (2)
------------------------------------------------------------------
AS TO PART K
------------------------------------------------------------------
18 January Conveyance F Woodgates (1) H Gilmore (2)
1929
------------------------------------------------------------------
7 November Land Charges G1060269
1969 Search
------------------------------------------------------------------
20 November Deed of CEGB (1) L E Gilmore (2)
1969 Exchange
------------------------------------------------------------------
AS TO PART L
------------------------------------------------------------------
27 February Deed of CEGB (1) E H Gilmore (2)
1970 Exchange
------------------------------------------------------------------
AS TO PART M
------------------------------------------------------------------
25 September Conveyance E C Baillie & Another (1) E G
1956 Wilkes (2)
------------------------------------------------------------------
4 August 1969 Conveyance E G Wilkes (1) CEGB (2)
------------------------------------------------------------------
AS TO PART N
------------------------------------------------------------------
1 June 1934 Conveyance J Todd (1) Hon Hamilton Russell
(2)
------------------------------------------------------------------
8 April 1970 Conveyance Coates of Kidderminster Ltd (1)
CEGB (2)
------------------------------------------------------------------
AS TO PART O
------------------------------------------------------------------
1947 Abstract of
Title
------------------------------------------------------------------
10 January Conveyance J Stokes & Another (1) M A Gilmore
1947 (2)
------------------------------------------------------------------
25 January Conveyance J B Carr (1) L D M Whitney (2)
1955
------------------------------------------------------------------
17 January Conveyance E H Gilmore (1) CEGB (2)
1972
------------------------------------------------------------------
AS TO PART P
------------------------------------------------------------------
1951 Examined
Abstract of
Title
------------------------------------------------------------------
4 May 1976 Conveyance Mr and Mrs F Lee (1) CEGB (2)
------------------------------------------------------------------
AS TO PART Q
------------------------------------------------------------------
5 July 1967 Conveyance British Railways Board (1) A J
Heritage (2)
------------------------------------------------------------------
13 December Conveyance F Woodgates (1) GWR Company (2)
1928
------------------------------------------------------------------
11 March 1974 Conveyance British Railways Board (1) CEGB
(2)
------------------------------------------------------------------
11 May 1994 Deed of National Power PLC (1) The
Exchange Secretary of State for National
Heritage (2)
------------------------------------------------------------------
AS TO PART R
------------------------------------------------------------------
11 May 1994 Deed of National Power PLC (1) The
Exchange Secretary of State for National
Heritage (2)
------------------------------------------------------------------
AS TO WHOLE
------------------------------------------------------------------
1 December Government Secretary of State for Energy (1)
1990 Debenture National Power PLC (2)
Deed
------------------------------------------------------------------
II LICENCES AND EASEMENTS
------------------------------------------------------------------
10 March 1931 Agreement Great Western Railway Co (1)
WMJEA (2)
------------------------------------------------------------------
5 April 1938 Agreement Great Western Railway Co (1)
WMJEA (2)
------------------------------------------------------------------
11 December Agreement Great Western Railway Co (1)
1940 WMJEA (2)
------------------------------------------------------------------
9 April 1957 Wayleave CEA (1)
Post Office (2)
------------------------------------------------------------------
28 March 1964 Agreement Atcham RDC (1)
CEGB (2)
------------------------------------------------------------------
1 April 1965 Agreement for W Shropshire Water Board (1)
------------------------------------------------------------------
1 January 1970 Domestic CEGB (2)
Water Supply
------------------------------------------------------------------
14 August 1964 Agreement for CEGB (1) Salop County Council (2)
Dedication of
Land for
Highway
Purposes
------------------------------------------------------------------
15 June 1966 License to Severn River Authority (1)
Impound and CEGB (2)
Inland Water
------------------------------------------------------------------
15 July 1966 Deed of A L Lowe (1) CEGB (2)
Easement
------------------------------------------------------------------
27 July 1966 Deed of P J Garvey (1) CEGB (2)
Easement
------------------------------------------------------------------
27 May 1980 Wayleave Midlands Electricity Board (1)
CEGB (2)
------------------------------------------------------------------
24 March 1969 Deed of CEGB (1) Mr and Mrs F Lee (2)
Covenant
------------------------------------------------------------------
11 October Sidings BRB (1) CEGB (2)
1972 Agreement
------------------------------------------------------------------
July 1976 Wayleave CEGB (1) The Post Office (2)
------------------------------------------------------------------
4 May 1976 Duplicate CEGB (1) Mr and Mrs F Lee (2)
Deed of Grant
of Easement
------------------------------------------------------------------
8 May 1980 Deed of Grant CEGB (1)
of Easement Shropshire County Council (2)
------------------------------------------------------------------
21 September Deed of CEGB (1) Shropshire County Council
1984 Variation (2)
------------------------------------------------------------------
2 March 1983 Deed of Grant Mr and Mrs O E Wood (1)
of Easement CEGB (2)
------------------------------------------------------------------
25 June 1982 Deed of Grant J E Arthur (1) GEGB (2)
of Easement
------------------------------------------------------------------
25 June 1982 Consent of R D Reynolds (1)
Grant of CEGB (2)
Easement
------------------------------------------------------------------
2.4.1982 Deed of Mr. Passey (1)
Easement CEGB (2)
------------------------------------------------------------------
2.2.1982 Consent of A Ratcliffe and others (1)
Easement CEGB (2)
------------------------------------------------------------------
11 August 1982 Deed of Grant M Berkeley (1)
of Easement CEGB (2)
------------------------------------------------------------------
4 February Deed of M Passey & Another (1) CEGB (2)
1982 Covenant
------------------------------------------------------------------
29 December Deed of H G Passey (1)
1962 Covenant The Agricultural Mortgage
Corporation Limited (2) CEGB (3)
------------------------------------------------------------------
10 December Wayleave Post Office (1) CEA (2)
1954
------------------------------------------------------------------
27 June 1979 Deed of E Passey (1) CEGB (2)
Covenant
------------------------------------------------------------------
To be Deed of Grant National Power PLC (1)
completed on Energis Communications Limited (2)
the date of
this Lease
------------------------------------------------------------------
III LEASES
------------------------------------------------------------------
25 January Lease CEGB (1) J Aitchison (2)
1973
------------------------------------------------------------------
30 March 1990 Lease CEGB (1) Midland Electricity Board
(2)
------------------------------------------------------------------
2 November Deed of National Power PLC (1) Midlands
1990 Confirmation Electricity PLC (2)
------------------------------------------------------------------
31 March 1990 Lease National Power PLC (1) The
National Grid Company plc (2)
------------------------------------------------------------------
20 September Lease CEGB (1) Severn Trent Water
1983 Authority (2)
------------------------------------------------------------------
9 March 1976 Counterpart National Power PLC (1)
Agricultural A E Shropshire and J K Jones (2)
Tenancy
------------------------------------------------------------------
15 April 1996 Grazing National Power PLC (1)
License M Aitchison (2)
------------------------------------------------------------------
15 April 1996 Grazing National Power PLC (1)
Licence A Lewis (2)
------------------------------------------------------------------
15 April 1996 Grazing National Power PLC (1)
License R Lewis (2)
------------------------------------------------------------------
20 December Deed National Power PLC (1) J K Jones
1995 (2)
------------------------------------------------------------------
26 June 1996 Supplemental National Power PLC (1) NGC (2)
Lease and
Deed of
Variation
------------------------------------------------------------------
IV TRANSFER SCHEME DOCUMENTS
------------------------------------------------------------------
31 March 1990 Interface The National Grid Company plc (1)
Agreement National Power PLC (2)
------------------------------------------------------------------
31 March 1990 Deed of Grant National Power PLC (1) The
National Grid Company plc (2)
------------------------------------------------------------------
30 March 1990 License to National Power PLC (1) Midlands
Retain Assets Electricity Board (2)
------------------------------------------------------------------
30 March 1990 Interface National Power PLC (1) Midlands
Agreement Electricity Board (2)
------------------------------------------------------------------
(C) Rugeley B Power Station:
------------------------------------------------------------------
AS TO PART A
------------------------------------------------------------------
21 November Conveyance Trustees of Earl of Shrewsbury &
1923 Earl Talbot (1) B Neville (2)
------------------------------------------------------------------
16 October Conveyance W E Dunnicliffe (1) BEA (2)
1953
------------------------------------------------------------------
AS TO PART B
------------------------------------------------------------------
7 December Conveyance Earl of Shrewsbury (1) BEA (2)
1953
------------------------------------------------------------------
14 April 1965 Deed of CEGB (1) NCB (2)
Exchange
------------------------------------------------------------------
26 August 1955 The BEA
(Langley
Common) CPO
1954
------------------------------------------------------------------
AS TO PART C
------------------------------------------------------------------
24 December Conveyance H Clarke (1) BEA (2)
1953
------------------------------------------------------------------
14 April 1965 Deed of CEGB (1) NGC (2)
Exchange
------------------------------------------------------------------
22 January Transfer Deed CEGB (1) National Coal Board (2)
1986
------------------------------------------------------------------
26 August 1955 The BEA
(Langley
Common) CPO
1954
------------------------------------------------------------------
AS TO PART D
------------------------------------------------------------------
1953 Examined
Abstract of
Title and
Supplemental
Abstract
------------------------------------------------------------------
16 October Conveyance H I Meanley (1) BEA (2)
1953
------------------------------------------------------------------
AS TO PART E
------------------------------------------------------------------
1953 Examined
Abstract of
Title
------------------------------------------------------------------
4 June 1954 Conveyance The Shrewsbury & Wem Brewery
Company & Others (1) BEA (2)
------------------------------------------------------------------
14 April 1965 Deed of CEGB (1) National Coal Board (2)
Exchange
------------------------------------------------------------------
22 January Transfer Deed CEGB (1) National Coal Board (2)
1986
------------------------------------------------------------------
AS TO PART F
------------------------------------------------------------------
28 October Conveyance A C Caddick (1) BEA (2)
1954
------------------------------------------------------------------
AS TO PART G
------------------------------------------------------------------
1954 Examined
Abstract of
Title
------------------------------------------------------------------
6 December Conveyance S Craddock (1) BEA (2)
1954
------------------------------------------------------------------
AS TO PART H
------------------------------------------------------------------
24 June 1946 Conveyance H C Ridout (1) Rugeley UDC (2)
------------------------------------------------------------------
8 February Conveyance Rugeley UDC (1) CEGB (2)
1963
------------------------------------------------------------------
AS TO PART I
------------------------------------------------------------------
1963 Examined
Abstract of
Title
------------------------------------------------------------------
22 June 1963 Conveyance F Smith (1) CEGB (2)
------------------------------------------------------------------
19 January Transfer Deed CEGB (1) British Waterways Board
1981 (2)
------------------------------------------------------------------
14 February Transfer Deed CEGB (1) British Waterways Board
1983 (2)
------------------------------------------------------------------
20 May 1985 Conveyance CEGB (1) National Coal Board (2)
------------------------------------------------------------------
7 May 1986 Deed of CEGB (1) National Coal Board (2)
Rectification
------------------------------------------------------------------
AS TO PART J
------------------------------------------------------------------
29 August 1949 Conveyance W T Punchard (1) S J Taylor (2)
------------------------------------------------------------------
3 November Conveyance S J Taylor (1) CEGB (2)
1964
------------------------------------------------------------------
AS TO PART K
------------------------------------------------------------------
9 April 1956 Conveyance S J Taylor (1) G A Rutter (2)
------------------------------------------------------------------
15 January Conveyance H Bradshaw & E Green (1) CEGB (2)
1965
------------------------------------------------------------------
AS TO PART L
------------------------------------------------------------------
31 January Conveyance CEGB (1) B G Gould (2)
1966
------------------------------------------------------------------
19 September Conveyance CEGB (1) Rugeley UDC (2)
1972
------------------------------------------------------------------
16 March 1977 Conveyance CEGB (1) M J Gleeson Ltd (2)
------------------------------------------------------------------
4 November Conveyance CEGB (1) ABI Properties Ltd (2)
1977
------------------------------------------------------------------
30 June 1978 Conveyance CEGB (1) Impetus Engineering Ltd
(2)
------------------------------------------------------------------
20 December Conveyance CEGB (1) Siaco Ltd (2)
1978
------------------------------------------------------------------
AS TO PART M
------------------------------------------------------------------
2 June 1954 Conveyance S Johnson (1) A Parker & Sons Ltd
(2)
------------------------------------------------------------------
24 February Conveyance A Parker & Sons Ltd (1) CEGB (2)
1965
------------------------------------------------------------------
19 September Conveyance CEGB (1) Rugeley UDC (2)
1972
------------------------------------------------------------------
AS TO PART N
------------------------------------------------------------------
9 October 1912 Conveyance H Sharratt (1) Rugeley UDC (2)
------------------------------------------------------------------
6 June 1961 License NCB (1) Rugeley UDC (2)
------------------------------------------------------------------
13 April 1965 Conveyance Rugeley UDC (1) CEGB (2)
------------------------------------------------------------------
AS TO PART O
------------------------------------------------------------------
1958 Examined
Abstract of
Title
------------------------------------------------------------------
14 April 1965 Deed of CEGB (1) NCB (2)
Exchange
------------------------------------------------------------------
AS TO PART P
------------------------------------------------------------------
29 July 1966 Conveyance Official Custodian for Charities
(1) Stafford County Council (2)
CEGB (3)
------------------------------------------------------------------
AS TO PART Q
------------------------------------------------------------------
30 May 1952 Conveyance C B Walker (1) National Coal Board
(2)
------------------------------------------------------------------
14 April 1953 Conveyance R Gates (1) National Coal Board
(2)
------------------------------------------------------------------
23 September Conveyance A Parker (1) National Coal Board
1953 (2)
------------------------------------------------------------------
18 June 1952 Conveyance Earl of Shrewsbury (1) National
Coal Board (2)
------------------------------------------------------------------
30 November Conveyance F Ridout (1) National Coal Board
1951 (2)
------------------------------------------------------------------
31 May 1954 Conveyance T Swan & Co (1) National Coal
Board (2)
------------------------------------------------------------------
8 April 1952 Conveyance A Parker (1) National Coal Board
(2)
------------------------------------------------------------------
4 September Conveyance A Caddick (1) National Coal Board
1952 (2)
------------------------------------------------------------------
24 January Conveyance M J Richards (1) National Coal
1953 Board (2)
------------------------------------------------------------------
5 July 1957 Conveyance Official Trustee Charities (1)
National Coal Board (2)
------------------------------------------------------------------
5 August 1966 Conveyance National Coal Board (1) CEGB (2)
------------------------------------------------------------------
Various Easements for Midlands Electricity Board (1)
lines and Various (2)
cables
------------------------------------------------------------------
AS TO PART R
------------------------------------------------------------------
Entries on the
registers of
title number
SF7714
------------------------------------------------------------------
AS TO PART S
------------------------------------------------------------------
Entries on the
registers of
title number
SF86718
------------------------------------------------------------------
5 April 1976 Conveyance CEGB (1) British Waterways Board
(2)
------------------------------------------------------------------
II LICENCES
------------------------------------------------------------------
22 July 1947 Equitable Rugeley UDC (1) Earl of Shrewsbury
Easement and Others (2)
------------------------------------------------------------------
19 January Pillar of National Coal Board (1)
1962 Support CEGB (2)
Agreement
------------------------------------------------------------------
19 June 1970 Agreement for South Staffordshire Water Works
supply of Company (1) CEGB (2)
water to
Rugeley B
------------------------------------------------------------------
5 July 1972 Sidings British Railways Board (1) CEGB
Agreement (2)
------------------------------------------------------------------
20 January CEGB (1) Celcon Limited (2)
1966
------------------------------------------------------------------
27 September Deed of Grant British Railways Board (1) CEGB
1973 (2)
------------------------------------------------------------------
Various Ministry of Transport
stopping up
orders
------------------------------------------------------------------
8 January 1995 Wayleave National Power PLC (1) Midlands
Electricity plc (2)
------------------------------------------------------------------
26 June 1994 License National Power PLC (1) F W Lewis
(2)
------------------------------------------------------------------
10 September Deed of S Smith & Others (1) National
1990 Release Power PLC (2)
------------------------------------------------------------------
11 July 1995 License National Power PLC (1) Milk Marque
Lloyd Fraser (Dairy Services)
Limited (2)
------------------------------------------------------------------
------------------------------------------------------------------
III LEASES
------------------------------------------------------------------
7 August 1995 Lease National Power PLC (1) Pozzolanic
Lytag Limited (2)
------------------------------------------------------------------
30 March 1990 Lease CEGB (1) and Midlands Electricity
Board (2)
------------------------------------------------------------------
31 March 1990 Lease National Power PLC (1) NGC (2)
------------------------------------------------------------------
2 November Deed of National Power PLC (1) Midlands
1990 Confirmation Electricity PLC (2)
------------------------------------------------------------------
26 June 1996 Supplemental National Power PLC (1) NGC (2)
Lease
------------------------------------------------------------------
IV THE TRANSFER SCHEME DOCUMENTS
------------------------------------------------------------------
30 March 1990 Interface CEGB (1) Midlands Electricity
Agreement Board (2)
------------------------------------------------------------------
30 March 1990 License to Central Electricity Generating
Retain Assets Board (1) Midlands Electricity
Board (2)
------------------------------------------------------------------
31 March 1990 Deed of Grant National Power PLC (1) The
National Grid Company plc (2)
------------------------------------------------------------------
31 March 1990 Interface National Grid Company plc (1)
Agreement National Power PLC (2)
------------------------------------------------------------------
Fourth Schedule
Allocation of rent first reserved to Generating Sets
Generating Set Rent (pound per annum)
(A) West Burton Power Station
Generating Set 1 12,500
Generating Set 2 12,500
Generating Set 3 12,500
Generating Set 4 12,500
(B) Ironbridge Power Station
Generating Set 1 12,500
Generating Set 2 12,500
(C) Rugeley B Power Station
Generating Set 1 12,500
Generating Set 2 12,500
Fifth Schedule
Landlord's Fixtures and Fittings
(A) West Burton Power Station
------------------------------------------------------------------
QUANTITY DESCRIPTION
==================================================================
1 Heavy Oil Tanks
------------------------------------------------------------------
1 Coal Handling Plant System
------------------------------------------------------------------
1 Rail Weighbridge
------------------------------------------------------------------
1 Road Weighbridge
------------------------------------------------------------------
1 Ash & Dust Handling Plant System
------------------------------------------------------------------
1 Final Metering Scheme
------------------------------------------------------------------
4 Boiler Structures
------------------------------------------------------------------
4 Boiler-Feedwater Systems
------------------------------------------------------------------
4 Boiler-Combustion Air System
------------------------------------------------------------------
4 Boiler-Gas System
------------------------------------------------------------------
4 Oil & Gas Firing System
------------------------------------------------------------------
4 Coal Firing System
------------------------------------------------------------------
4 Low Nox Bumers
------------------------------------------------------------------
4 Boiler Auxiliary System
------------------------------------------------------------------
1 Boiler Control & Protection Systems
------------------------------------------------------------------
4 HP & IP Turbine plus Auxiliaries
------------------------------------------------------------------
4 LP Turbines plus Auxiliaries
------------------------------------------------------------------
4 Generator plus Auxiliaries
------------------------------------------------------------------
4 Governing Equip & Hydraulic
------------------------------------------------------------------
4 Condenser & Air Extraction
------------------------------------------------------------------
4 Condensate System
------------------------------------------------------------------
4 Taprogge System
------------------------------------------------------------------
4 LP Feed Heating
------------------------------------------------------------------
4 Feedwater Tanks
------------------------------------------------------------------
8 Electric Feed Pump
------------------------------------------------------------------
4 Main Boiler Feed Pump Turbine plus Pump
------------------------------------------------------------------
4 HP Feed System
------------------------------------------------------------------
1 Main & Auxil. CW
------------------------------------------------------------------
1 Water Treatment Plant & associated Water Systems
------------------------------------------------------------------
1 Hydrogen Production Plant (Not Maintained)
------------------------------------------------------------------
1 Auxil, Steam & Condensate
------------------------------------------------------------------
1 Fire Detection & Fire Fighting Equipment
------------------------------------------------------------------
1 Cranes Lifts & Hoists
------------------------------------------------------------------
1 Services Transformer HVLV
------------------------------------------------------------------
1 Air Conditioning System
------------------------------------------------------------------
4 Generator Transformer
------------------------------------------------------------------
1 Station Elect System
------------------------------------------------------------------
4 Unit Elect Systems
------------------------------------------------------------------
1 General Services Water Supply
------------------------------------------------------------------
1 Compressed Air System
------------------------------------------------------------------
(B) Ironbridge Power Station
------------------------------------------------------------------
QUANTITY DESCRIPTION
==================================================================
1 Heavy Oil Tank
------------------------------------------------------------------
1 Coal Handling Plant System
------------------------------------------------------------------
2 Weighbridges
------------------------------------------------------------------
4 Rail Coal Weighbridges
------------------------------------------------------------------
1 Rail Coal Sampler
------------------------------------------------------------------
1 Road Coal Sampler
------------------------------------------------------------------
1 Ash & Dust Handling Plant System
------------------------------------------------------------------
1 Final Metering Scheme
------------------------------------------------------------------
2 Boiler Structures
------------------------------------------------------------------
2 Boiler Superheat & Reheat System
------------------------------------------------------------------
2 Boiler Combustion Air System
------------------------------------------------------------------
2 Boiler Gas System
------------------------------------------------------------------
1 S03 Injection Equipment
------------------------------------------------------------------
2 Oil and Gas Firing Systems
------------------------------------------------------------------
2 Coal Firing System
------------------------------------------------------------------
2 Boiler Auxiliary System
------------------------------------------------------------------
2 Sootblower Equipment
------------------------------------------------------------------
1 Low Nox Burner Installation
------------------------------------------------------------------
2 Boiler Control and Protn. System
------------------------------------------------------------------
2 HP and IP Turbines plus Auxiliaries
------------------------------------------------------------------
2 LP Turbines plus Auxiliaries
------------------------------------------------------------------
2 Generator plus Auxiliaries
------------------------------------------------------------------
2 Condensate System
------------------------------------------------------------------
2 LP Feed Heating System
------------------------------------------------------------------
4 Electric Feed Pumps
------------------------------------------------------------------
2 HP Feed System
------------------------------------------------------------------
2 Chemical Dosing
------------------------------------------------------------------
1 Main & Auxil. CW Systems
------------------------------------------------------------------
1 Water Treatment & Associated Water Systems
------------------------------------------------------------------
1 Hydrogen Production Plant
------------------------------------------------------------------
1 Auxil. Steam & Condensate
------------------------------------------------------------------
1 Compressed Air Systems
------------------------------------------------------------------
1 Fire Detection and Fire Fighting Equipment
------------------------------------------------------------------
1 Cranes Lifts & Hoists
------------------------------------------------------------------
1 Services Transformer (HV/LV)
------------------------------------------------------------------
1 Services Switchboard
------------------------------------------------------------------
1 Stn. elect. System
------------------------------------------------------------------
2 Unit Elect. System
------------------------------------------------------------------
2 Generator Transformers
------------------------------------------------------------------
2 Turbine Governing Equipment
------------------------------------------------------------------
1 General Services Water Supply
------------------------------------------------------------------
2 Condenser & Air Extraction Systems
------------------------------------------------------------------
(C) Rugeley B Power Station
------------------------------------------------------------------
QUANTITY DESCRIPTION
==================================================================
1 Heavy Oil Tanks
------------------------------------------------------------------
1 Coal Handling Plant System
------------------------------------------------------------------
4 Rail Coal Weighbridges
------------------------------------------------------------------
2 Road Weighbridge
------------------------------------------------------------------
1 Ash & Dust Handling Plant System
------------------------------------------------------------------
1 Final Metering Scheme
------------------------------------------------------------------
2 Boiler Structures
------------------------------------------------------------------
2 Boiler Superheat & Reheat Steam Systems
------------------------------------------------------------------
2 Attemporator Spray Feedwater Systems
------------------------------------------------------------------
2 Boiler Combustion Air System
------------------------------------------------------------------
2 Boiler Gas System
------------------------------------------------------------------
2 Oil and Gas Firing Systems
------------------------------------------------------------------
2 Coal Firing System
------------------------------------------------------------------
2 Boiler Auxiliary System
------------------------------------------------------------------
2 Sootblower Equipment
------------------------------------------------------------------
2 Boiler Control and Protn. System
------------------------------------------------------------------
2 HP & IP Turbine plus Auxiliaries
------------------------------------------------------------------
2 LP Turbines plus Auxiliaries
------------------------------------------------------------------
2 Generator plus Auxiliaries
------------------------------------------------------------------
2 Turbine Governing Equipment
------------------------------------------------------------------
2 Condenser & Air Extraction System
------------------------------------------------------------------
2 LP Feed Heating
------------------------------------------------------------------
4 Electric Feed Pumps
------------------------------------------------------------------
2 HP Feed System
------------------------------------------------------------------
1 Main & Auxil. CW (incl. Chlorination Plant)
------------------------------------------------------------------
1 Water Treatment Plant & Associated Water Systems
------------------------------------------------------------------
1 Acid Dosing Plant
------------------------------------------------------------------
1 Sodium Hyperchlorite Plant
------------------------------------------------------------------
1 General Services Water Supply
------------------------------------------------------------------
1 Hydrogen Generation Plant
------------------------------------------------------------------
1 Auxil. Steam & Condensate System
------------------------------------------------------------------
1 Compressed Air Systems
------------------------------------------------------------------
1 Fire Detection and Fire Fighting Equipment
------------------------------------------------------------------
1 Cranes Lifts & Hoists
------------------------------------------------------------------
1 Services Transformer (HV/LV)
------------------------------------------------------------------
1 Pollution Monitoring Equipment
------------------------------------------------------------------
1 Station Elect. System
------------------------------------------------------------------
2 Unit Elect. Systems
------------------------------------------------------------------
2 Generator Transformers
------------------------------------------------------------------
SIXTH SCHEDULE
GUARANTEE
1 The Guarantor covenants with the Landlord as principal
debtor that throughout the Term or until the Tenant is
released from its covenants pursuant to the 1995 Act:
1.1 The Tenant will pay the Premium and the rents reserved by
and perform its obligations contained in this Lease on the
days and in the manner provided for in this Lease;
1.2 The Guarantor will indemnify on an after-tax basis the
Landlord on demand against all losses damages costs and
expenses properly arising from any default of the Tenant
in paying the Premium and the rents and performing its
obligations under this Lease;
2 The liability of the Guarantor shall not be affected by:
2.1 Any time given to the Tenant or any failure by the
Landlord to enforce compliance with the Tenant's covenants
and obligations;
2.2 The Landlord's refusal to accept rent or any part of the
Premium at a time when it would or might have been
entitled to re-enter the Demised Premises;
2.3 Any variation of the terms of this Lease;
2.4 Any change in the constitution structure or powers of the
Guarantor the Tenant or the Landlord or the administration
liquidation or bankruptcy of the Tenant or Guarantor;
2.5 Any act which is beyond the powers of the Tenant;
2.6 The surrender of part of the Demised Premises;
2.7 The transfer of the reversion expectant on the Term;
2.8 Any other act or thing by which (but for this provision)
the Guarantor would have been released;
3 Where two or more persons have guaranteed obligations of
the Tenant the release of one or more of them shall not
release the others;
4 The Guarantor shall not be entitled to participate in any
security held by the Landlord in respect of the Tenant's
obligations or stand in the Landlord's place in respect of
such security.
SEVENTH SCHEDULE
QUOTA RIGHT
PART A
AUTHORISATIONS QUOTA
Sulphur dioxide (kilotonnes)
For the period from the 27.9 per month (and pro rata for
date hereof to 31 part months)
December 1996
1997 315
1998 287
1999 233
2000 233
2001 103
2002 103
2003 103
2004 103
2005 75
PART B
UK PLAN OUOTA
Sulphur dioxide (kilotonnes)
1996 27.9 for each month by which the
date of this Lease falls before
31 December 1996 (and pro rata for
part months)
1997 315
1998 287
1999 233
2000 233
2001 103
2002 103
2003 103
Oxides of nitrogen (kilotonnes)
1996 8.2 for each month by which the
date of this Lease falls before 31
December 1996 (and pro rata for
part months)
1997 89
1998 85
EIGHTH SCHEDULE
PREMIUM
1 DEFINITIONS
In this Schedule and the Ninth Schedule the following
expressions have the following meanings:
1.1 AGGREGATE GENERATING OUTPUT means in respect of any
Measurement Period the aggregate (expressed in MWh) of
the values produced by the following calculation for each
Generating Unit at each Power Station in respect of
each Settlement Period during that Measurement Period:
(a) if the Genset Metered Generation for a Generating
Unit for any such half hour period is greater than
zero, the higher of the Genset Metered Generation
for that Generating Unit and the Genset Revised
Unconstrained Generation for that Generating Unit
for that half hour period; and
(b) if the Genset Metered Generation for a Generating
Unit for any such half hour period is zero, zero;
provided that it shall be treated as zero for any
Measurement Period ending on or prior to Completion and
when Completion falls within a Measurement Period shall
be the aggregate of such values for the period commencing
with Completion and ending at the end of that
Measurement Period;
1.2 BASE OUTPUT means in respect of any Measurement
Period the generating amount specified in the Eleventh
Schedule for that Measurement Period;
1.3 COMPLETION means the date of the grant of this Lease;
1.4 ELECTRICITY ARBITRATION ASSOCIATION means the
unincorporated members' club of that name formed to
promote the efficient and economic operation of the
procedure for the resolution of disputes within the
electricity industry by means of arbitration or otherwise
in accordance with its arbitration rules;
1.5 EXPERT shall bear the meaning given to it in paragraph
2.7 of this Schedule;
1.6 GENERATING UNIT means all Generating Units registered
with Energy Settlement Information Services Limited (or
any successor body) whether Main Generating Unit
Auxiliary Generating Unit Centrally Despatched Generating
Unit or Non-Centrally Despatched Generating Unit as each
such term is defined in the Pooling and Settlement
Agreement and any other unit capable of the
generation of electricity installed at any of the Power
Stations;
1.7 GENSET METERED GENERATION shall bear the same meaning
as in the Pooling and Settlement Agreement as in force at
the date of this Lease subject to the provisions of
paragraph 2.7 of this Schedule;
1.8 GENSET REVISED UNCONSTRAINED GENERATION shall bear
the same meaning as in the Pooling and Settlement
Agreement as in force at the date of this Lease subject
to the provisions of paragraph 2.7 of this Schedule;
1.9 INDEX EXPERT shall bear the meaning given to it in
paragraph 3 of this Schedule;
1.10 INDEX VALUE means in respect of any Measurement
Period the quotient of (a) the arithmetic mean of the
monthly values of the Retail Prices Index for the twelve
months up to and including the RPI Reference Month
immediately prior to such Measurement Period divided by
(b) the arithmetic mean of the monthly values of the
Retail Prices Index for the twelve months up to and
including June 1995 such quotient being calculated to
five decimal places without rounding and then rounded
to the fourth decimal place (and a figure of five or
more in the fifth decimal place shall cause a rounding
up of the figure in the fourth decimal place to the next
nearest whole number);
1.11 LIBOR means in relation to any particular day and any
specified period the rate per centum per annum
expressed as a fraction which is the arithmetic mean
(rounded if necessary to the nearest whole multiple of one
sixteenth of one per centum, with any odd thirty-second
being rounded upwards) of the offered quotations
(expressed as percentages) for deposits in sterling
for a specified period which appear on the Reuters
display screen page entitled LIBP (or such other page as
may replace that page from time to time in that system)
at or about 11.00 a.m. London time on that day
excluding, if there are more than three such
quotations, the highest and lowest of them (or, if there
are more than one highest or lowest quotations,
excluding only one of them) or, if that page is not
available, or if fewer than three quotations are
available at that time on that page, the arithmetic mean
(rounded if necessary to the nearest whole multiple of one
sixteenth of one per centum, with any odd thirty-second
being rounded upwards) of the respective rates notified
to the Landlord and the Tenant by any three United Kingdom
clearing banks selected by agreement between the Landlord
and Tenant and in default of agreement by the President of
the Law Society for the time being as the rate at which
each such bank is offered deposits for the specified
period for a sterling amount of pound 25 million by prime
banks in the London Interbank Market at or about 11.00 a.m.
London time on that day;
1.12 MEASUREMENT PERIOD means a calendar month provided that
the first Measurement Period shall be June 1996 and that
the last Measurement Period shall be the calendar month
ending 31 March 2003 or (if the Term shall determine
earlier) the calendar month or part calendar month ending
on the date of determination of the Term;
1.13 MWH means a megawatt-hour of electricity;
1.14 PAYMENT DATE means the dates so described in paragraph 4.1
of this Schedule;
1.15 POOLING AND SETTLEMENT AGREEMENT means the agreement
of that title originally dated 30 March 1990 as
subsequently amended which sets out the rules and
procedures for the operation of the electricity trading
pool and for the operation of the settlement system;
1.16 POWER STATIONS means the power stations land and buildings
at the Demised Premises other than those parts of such
power stations and buildings in respect of which National
Power PLC has granted a lease or sub-lease to The National
Grid Company p.l.c or to Midlands Electricity p.l.c.(such
leases or sub-leases being indicated with an asterisk in
the list of documents contained in the Third Schedule);
1.17 RETAIL PRICES INDEX means the retail prices index for
all items as published from time to time by the Central
Statistical Office of the Chancellor of the Exchequer or
such other index as may be substituted pursuant to
paragraph 3 of this Schedule;
1.18 RPI REFERENCE MONTH means in respect of any Measurement
Period a month falling more than three months prior to
commencement of that Measurement Period being whichever is
the latest to occur of March June September or December;
1.19 SETTLEMENT PERIOD shall bear the same meaning as in the
Pooling and Settlement Agreement as in force at the date
of this Lease subject to the provisions of paragraph 2.7
of this Schedule.
2 CALCULATION AND PAYMENT OF PREMIUM
2.1 The Tenant shall comply in each Measurement Period with
the data requirements set out in the Ninth Schedule in
order to enable the calculation under this Schedule to be
made;
2.2 The Tenant shall within twenty-four days of the expiry
of each Measurement Period certify in the form
specified in the Tenth Schedule to the Landlord the
Aggregate Generating Output during that Measurement
Period;
2.3 The Landlord may within ten days of receipt by it
of a certificate from the Tenant pursuant to paragraph
2.2 notify the Tenant that it objects to any matter
set out in the said certificate and shall at such
time specify the reason for its objection. In such
circumstances the parties shall meet within seven days
of the receipt by the Tenant of the Landlord's
objection with a view to resolving the objection in
good faith. If the parties are unable so to resolve
the objection either party may refer the matter to
arbitration pursuant to the arbitration rules of the
Electricity Arbitration Association in force from time
to time. Notwithstanding any such referral to the
extent that any amount of any payment in respect of the
Premium is not in dispute between the parties it shall be
payable on the date specified herein for payment as if
there had been no referral;
2.4 Any payment of Premium hereunder shall be paid by CHAPS
payment for value same day to such account as the
Landlord shall designate on the day for payment thereof;
2.5 Disputed sums shall be payable within seven days of
resolution of the relevant dispute in accordance with
paragraph 2.3 together with interest thereon at the
Prescribed Rate from the date on which the same was
originally expressed to be due for payment until payment
thereof is received;
2.6 Each party may at any time within six years of the
expiry of the relevant Measurement Period seek the
adjustment of any error in any certificate referred to in
paragraph 2.2 by giving notice to the other party of the
error in question and the adjustment sought as soon as
reasonably practicable after the day the first party
becomes aware of the error in question. If the parties
agree upon the adjustment then the Tenant shall
make an additional payment of Premium or (as the case may
be) the Landlord shall reimburse Premium received by it
to the extent so agreed. If the parties shall have
failed to agree upon what adjustment (if any) shall be
required in respect of such error within 30 days of the
date of the first party's notice the matter shall upon the
written application of either party be referred to
arbitration pursuant to the arbitration rules of the
Electricity Arbitration Association in force from time to
time;
2.7 If after the date of this Lease the Pooling and Settlement
Agreement shall be amended or any Generating Unit not be
subject to the terms of the Pooling and Settlement
Agreement, the Landlord may by notice to the Tenant (i)
substitute revised definitions for Genset Metered
Generation and/or Genset Revised Unconstrained Generation
and/or Settlement Period and/or (ii) make such other
amendments to this Lease as is (in either such
case) necessary to ensure that the parties are in (as far
as practicable) the same position following such
substitution or amendment(s) as they were prior to the
substitution or amendment(s) being made. If the Tenant does
not agree to a definition substituted by the Landlord or
(as the case may be) any other such amendment to this Lease
then it shall notify the Landlord of the same within
seven days of receipt by it of notification of such
substituted definition or amendment by the Landlord in
which event the parties shall meet in good faith with a
view to agreeing an appropriate definition or (as the case
may be) amendment. If the parties have not agreed an
appropriate definition or amendment within twenty-one days
of the notification referred to above then the matter
shall be referred for resolution to such independent
consultant as the Landlord and the Tenant shall agree or
(in default of agreement within such twenty-one days)
such independent consultant as shall be appointed at
the request of either party by the President of the
Electricity Arbitration Association (such independent
consultant being referred to in this paragraph 2.7 as the
Expert). The Expert shall act as an expert and not as an
arbitrator. The function of the Expert shall be to decide
what amendments (if any) to this Lease are necessary in
order to reflect the commercial agreement the parties
intended to reflect herein.
3 CHANGES IN INDEX
If the retail prices index for all items as published
from time to time by the Central Statistical Office of the
Chancellor of the Exchequer ceases to be published or there
is a material change in the basis of the index or if at any
relevant time there is a delay in the publication of the
index the Landlord may by notice to the Tenant (i)
substitute such other index and/or (ii) make such other
amendments to this Lease as is (in either such case)
necessary to ensure that the parties are in (as far as is
practicable) the same position following such substitution
or amendment(s) as they were prior to the substitution or
amendment(s) being made. If the Tenant does not agree to
the index substituted by the Landlord or (as the case may
be) any other such amendment to this Lease then it shall
notify the Landlord of the same within seven days of
receipt by it of notification of such substituted index
or amendment by the Landlord in which event the parties
shall meet in good faith with a view to agreeing an
appropriate index or (as the case may be) amendment.
If the parties have not agreed an appropriate index
or amendment within twenty-one days of the notification
from the Tenant referred to above then the matter shall
be referred for resolution to such independent consultant
as the Landlord and the Tenant shall agree or (in default
of agreement within twenty-one days of the notification
from the Tenant referred to above) such independent
consultant as shall be appointed at the request of
either party by the President of the Electricity
Arbitration Association (such independent consultant being
referred to in this paragraph 3 as the INDEX EXPERT).
The Index Expert shall act as an expert and not as an
arbitrator. The function of the Index Expert shall be
to decide on an appropriate substitute index and/or
appropriate amendments to this Lease as is or are
necessary in order to reflect the commercial agreement
that the parties intended to reflect herein.
4 THE PREMIUM
4.1 The Premium shall be pound 1650 million as adjusted
pursuant to the following provisions of this Schedule. It
shall be paid as to pound 325 million on the grant of this
Lease and the remainder by ten installments (the PREMIUM
INSTALLMENTS) as follows:
YEAR (i) DATE FOR PAYMENT AMOUNT OF PAYMENT (Pi)
1 31 March 1997 pound 120,905,066
2 31 March 1998 pound 132,383,416
3 31 March 1999 pound 130,487,945
4 31 March 2000 pound 185,784,697
5 31 March 2001 pound 189,933,907
6 31 March 2002 pound 194,581,594
7 31 March 2003 pound 199,391,949
8 31 March 2004 pound 57,142,857
9 31 March 2005 pound 57,142,857
10 31 March 2006 pound 57,142,857
Notwithstanding these scheduled payment dates the proviso
to clause 3.2 shall apply so that in any of the
circumstances of that proviso (a FORFEITURE EVENT) all
unpaid Premium installments shall become due and payable
as there described. In such circumstances the provisions of
paragraph 4.2 shall not apply to any Premium Instalment
unpaid.
4.2 In this paragraph 4.2:
Ar is the Aggregate Generating Output for the rth
Measurement Period;
Rr is the Index Value for the rth Measurement Period;
and
Br is the Base Output for the rth Measurement Period;
and
Q = pound 400m x (1 +L1) M1/12 x (1 + L2) M2/12 x (1 + L3)
M3/12 - pound 400M
M1 = number of months after Completion but before 31 March 1997 (if
any);
M2 = lower of 12 and the number of months after Completion but
before 31 March 1998 (if any);
M3 = lower of 12 and the number of months after Completion but
before 31 March 1999 (if any);
for this purpose "number" can include a fraction which is the
number of days from Completion to the end of the calendar month in
which Completion occurs divided by the total number of days in that
calendar month
Lj = the lower of:-
(i) 0.87 x (LlBj + 0.01); and
(ii) 0.07
LlBj is LIBOR for the 12 month interest period beginning with time
(j)
time (1) is the later of 31 May 1996 and Completion but is 31
March 1997 if Completion falls after that date;
time (2) is the later of 1 April 1997 and Completion but is 31
March 1998 if Completion falls after that date;
time (3) is the later of 1 April 1998 and Completion
time (4), time (5), time (6)...., and time (12) are 1 April 1999,
2000, 2001..... and 2007 respectively
Tp is the Target Output for the pth measurement year as set out
below:
Year ending
31 March 1997 T1 = 31,120,000
31 March 1998 T2 = 27,700,000
31 March 1999 T3 = 26,240,000
31 March 2000 T4 = 24,920,000
31 March 2001 T5 = 24,920,000
31 March 2002 T6 = 25,190,000
31 March 2003 T7 = 23,960,000
Tp/=Tp if the sum of the Ar for each Measurement Period in the
pth year ("sigma/p Ar") is less than Tp; and
=Tp + 0.1 x [sigmapAr-Tp] otherwise.
4.2.1 Subject to paragraph 4.3 below, the first Premium
Instalment shall be increased by the following amount (if
positive) and decreased by it (if negative):
pound 6 x 10/sigma/r = 1 {Ar x Rr-Br x (1.035) r/12}
4.2.2 Subject to paragraph 4.3 below, the second Premium
Instalment shall be increased by the following amount
(if positive) and decreased by it (if negative):
pound 6 x 22/sigma/r = 11 {Ar x Rr - Br x (1.035) r/12}
4.2.3 Subject to paragraph 4.3 below, the third Premium
Instalment shall be increased by the following amount (if
positive) and decreased by it (if negative):
pound 6 x 34/sigma/r =23 {Ar x Rr - Br x (1.035) r/12}
4.2.4 Subject to paragraph 4.4 below, the fourth Premium
Instalment shall be increased by the following amount (if
positive) and decreased by it (if negative):
pound 6 x 46/sigma/4 = 35 {Ar x Rr - Br x (1.035) r/12} +
1/7Q + L4 x (Q + pound 400m)
4.2.5 Subject to paragraph 4.4 below, the fifth Premium
Instalment shall be increased by the following amount (if
positive) and decreased by it (if negative):
pound 6 x 58/sigma/4 = 47 {Ar x Rr - Br x (1.035) r/12} +
1/7Q + L5 x (6/7) x (Q + pound 400m)
4.2.6 Subject to paragraph 4.4 below, the sixth Premium
Instalment shall be increased by the following amount (if
positive) and decreased by it (if negative):
pound 6 x 70/sigma/r = 59 {Ar x Rr - Br x (1.035) r/12} +
1/7Q + L6 x (5/7) x (Q + pound 400m)
4.2.7 Subject to paragraph 4.4 below, the seventh Premium
Instalment shall be increased by the following amount (if
positive) and decreased by it (if negative):
pound 6 x 82/sigma/r = 71 {Ar x Rr - Br x (1.035) r/12} +
1/7Q + L7 x (4/7) x (Q + pound 400m)
4.2.8 The eighth Premium Instalment shall be increased by
+ 1/7 Q + L8 x 3/7 x (Q + pound 400m)
4.2.9 The ninth Premium Instalment shall be increased by
+ 1/7 Q + L9 x 2/7 x (Q + pound 400m)
4.2.10 The tenth Premium Instalment shall be increased by
+ 1/7 Q + L10 x 1/7 x (Q + pound 400m)
4.3 Any increase of a Premium Instalment pursuant to clauses
4.2.1 to 4.2.3 above shall be limited to
pound 6 x [(1.06)p x Tp - sigma/p {(1.035) r/12 x Br}]
Where p is the number of the Premium Instalment and sigma/p
refers to the summation for r over the range specified in the
relevant paragraph above.
4.4 Any increase of a Premium Instalment pursuant to clauses
4.2.4 to 4.2.7 above shall be limited to:-
pound 6 x [(1.06)p x Tp - sigma/p {(1.035) r/12 x Br}]
+ 1/7Q + Lp x 11-p/7 x (Q + pound 400m)
Where p is the number of the Premium Instalment and
sigma/p, refers to the summation for r over the range
specified in the relevant paragraph above.
4.5 If after the end of year 7 (years 1-10 as defined in
4.1 above by reference to the last date in the year) an
event occurs as a result of which, pursuant to the
proviso to clause 3.2 any amount of Premium becomes
payable earlier than the date set out in 4.1 above,
then, in addition to any Premium so becoming payable,
there shall be payable the following additional amounts
of Premium:
(i) if the event occurs in year 8, 317 x Q
(ii) if the event occurs in year 9, 2/7 x Q
(iii) if the event occurs in year 10, 1/7 x Q
4.6 On the date specified above for the payment of any
Premium Instalment the Tenant shall make payment to the
Landlord of an amount which is the Tenant's best estimate
of the amount of the Premium Instalment payable on that
date.
The Tenant shall provide written details of its
calculations to the Landlord at the time it makes the
payment.
42 days after that date one party shall make to the
other such a payment as is necessary to ensure that the
net receipt of the Landlord is the amount of the relevant
Premium Instalment.
5 VALUE ADDED TAX
5.1 The Landlord will use reasonable endeavours to make a
valid election to waive the exemption from tax under
paragraph 2 of Schedule 10 to the Value Added Tax Act
1994 in good time prior to Completion in relation to the
Demised Premises and the Landlord will not revoke such
election prior to or on Completion.
5.2 In the event that the Landlord makes such election prior
to Completion:
5.2.1 the Landlord shall provide the Tenant and the
Guarantor with copies of the election and
notification of the election to waive exemption and of
any acknowledgement received from H.M. Customs and
Excise;
5.2.2 the Landlord shall on Completion issue the Tenant with
an invoice for Value Added Tax purposes in respect of
pound l,650 million plus Value Added Tax;
5.2.3 the Tenant shall pay to the Landlord the amount in
respect of Value Added Tax included in the invoice
issued pursuant to paragraph 5.2.2 two days before
the date the Landlord is obliged to account for the
Value Added Tax to H.M. Customs & Excise (the VALUE
ADDED TAX PAYMENT DATE);
5.2.4 the Tenant shall also pay to the Landlord on the Value
Added Tax Payment Date an additional sum equal to
half of the interest accrued on an amount equal to
the payment required to be made under paragraph
5.2.3 above at the London Interbank Offer Rate as
determined from time to time by Barclays Bank PLC in
respect of one-month sterling deposits from the
business day following the date on which the Tenant
or any company in the Tenant's Value Added Tax group
obtains any credit for or repayment of input tax by
reference to the Value Added Tax invoice referred
to in paragraph 5.2.2 to the date on which the
Tenant or the relevant company in the Tenant's Value
Added Tax group is liable to make payment to the
Landlord under paragraph 5.2.3;
5.3 In the event that the Landlord has failed to make a
valid election to waive exemption in relation to the
Demised Premises before the date falling seven days before
Completion, it shall notify the Tenant and the Guarantor of
that failure and it is agreed in such circumstances that
the parties shall meet forthwith (and in any event within
four days of Completion) in order to agree how the lease
payments should be treated for the purposes of Value Added
Tax.
5.4 Where the election to waive exemption has been made and
the Landlord has issued an invoice for Value Added Tax
purposes which encompasses or is in respect of a Premium
Instalment that was not at the time due and payable and
subsequently on the date (a PREMIUM INSTALMENT DATE) on
which the Premium Instalment is payable in accordance with
paragraph 4 that Premium Instalment has been adjusted in
accordance with the provision in paragraph 4.2 then:
5.4.1 when it has been reduced the Landlord shall on the
Premium Instalment Date issue a credit invoice for the
purposes of Value Added Tax to the Tenant and the
Landlord shall pay to the Tenant the amount of the Value
Added Tax attributable to the reduction two days before
the date on which the Tenant is next required to account
for Value Added Tax to HM Customs & Excise; and
5.4.2 when it has been increased the Landlord shall on the
Premium Instalment Date issue an invoice for the
purposes of Value Added Tax in respect of the amount of
the increase, and in addition the Tenant shall pay an
amount in respect of Value Added Tax attributable to
that increase to the Landlord two days before the
date on which the Landlord would be obliged to account
for the Value Added Tax to HM Customs & Excise.
5.5 Subject to the provisions in paragraph 5.4, to the extent
that the Landlord invoices the Tenant in respect of any
Value Added Tax which is not property chargeable and the
Tenant pays an amount in respect of that Value Added Tax
to the Landlord, then the Landlord shall repay to the
Tenant that amount and provide to the Tenant an appropriate
credit invoice for the purposes of Value Added Tax.
5.6 If the Landlord makes an election to waive exemption after
Completion then the provisions of paragraphs 5.4 and 5.5
above shall apply so far as legally permissible.
NINTH SCHEDULE
DATA REQUIREMENTS
1 The Tenant shall either:
1.1 transmit to the Landlord electronically files (of agreed
format) containing complete correct and accurate
half-hourly integrated metered data in relation to each
Settlement Period derived by the Tenant from every meter
related to the Generating Unit that is registered in the
Settlement System; or
1.2 permit the Landlord to obtain this data by means of remote
dial-up.
2 The Tenant shall transmit electronically to the Landlord
all final and Disputed Final files as received from the
Central Data Collection System (CDCS) related to the Power
Stations in the format as received from Energy Settlement
Information Services Limited (or any successor body).
3 The Tenant shall transmit electronically to the Landlord
files in a format to be agreed by the Tenant and the
Landlord containing Genset Metered Generation Genset
Revised Unconstrained Generation and Aggregate Generating
Output by Generating Unit for each Settlement Period as
derived from Final or Disputed Final Settlement Runs (as
provided for in the Pooling and Settlement Agreement).
4 The Tenant shall as soon as reasonably practicable notify
the Landlord of any change to the configuration of the
Power Stations and their representation in the Settlement
System and shall provide the Landlord with all information
the Landlord may reasonably require relating to such
changes.
5 If the Landlord considers that the information provided
under the above provisions of this Ninth Schedule does not
permit it accurately to verify the calculation of the
Premium payable under the Eighth Schedule the matter shall
be referred to such independent consultant as the Landlord
and the Tenant shall agree or (in default of agreement
within one month of the Landlord notifying the
applicability of this paragraph 5) such independent
consultant as shall be appointed at the request of
the Landlord by the President of the Electricity
Arbitration Association (such independent consultant being
referred to in this paragraph 5 as the DATA EXPERT). The
Tenant shall give the Data Expert full access to all books
and records relating to the Power Stations so as to enable
the Data Expert to form a view as to the correct
calculation of the Premium payable under the Eighth
Schedule. In doing so the Data Expert shall act as an
expert and not as an arbitrator. The statement produced
by the Data Expert shall be treated as an agreed
adjustment under paragraph 2.6 of the Eighth Schedule.
6 Defined terms in this Ninth Schedule not otherwise
defined in this Lease shall have the meanings attributed to
them in the Pooling and Settlement Agreement.
TENTH SCHEDULE
SPECIFIED FORM OF CERTIFICATE
CERTIFICATE OF AGGREGATE GENERATING OUTPUT FOR THE GENERATING
UNITS AT WEST BURTON, IRONBRIDGE AND RUGELEY B POWER STATIONS
FOR MEASUREMENT PERIOD: (STATE CALENDAR MONTH)
For Power Station: West Burton
-------------------------------------------------------------------
Generating Unit Aggregate Generating Output (MWh)
-------------------------------------------------------------------
West Burton Unit 1
-------------------------------------------------------------------
West Burton Unit 2
-------------------------------------------------------------------
West Burton Unit 3
-------------------------------------------------------------------
West Burton Unit 4
-------------------------------------------------------------------
West Burton Gas Turbine 1
-------------------------------------------------------------------
West Burton Gas Turbine 2
-------------------------------------------------------------------
West Burton Gas Turbine 3
-------------------------------------------------------------------
Wet Burton Gas Turbine 4
-------------------------------------------------------------------
Total For West Burton
-------------------------------------------------------------------
For Power Station: Ironbridge
-------------------------------------------------------------------
Generating Unit Aggregate Generating Output (MWh)
-------------------------------------------------------------------
Ironbridge Unit 1
-------------------------------------------------------------------
Ironbridge Unit 2
-------------------------------------------------------------------
Ironbridge Gas Turbine 1
-------------------------------------------------------------------
Ironbridge Gas Turbine 2
-------------------------------------------------------------------
Total For Ironbridge
-------------------------------------------------------------------
For Power Station: Rugeley B
-------------------------------------------------------------------
Generating Unit Aggregate Generating Output (MWh)
-------------------------------------------------------------------
Rugeley Unit 6
-------------------------------------------------------------------
Rugeley Unit 7
-------------------------------------------------------------------
Rugeley Gas Turbine 6
-------------------------------------------------------------------
Rugeley Gas Turbine 7
-------------------------------------------------------------------
Total For Rugeley
-------------------------------------------------------------------
-------------------------------------------------------------------
Total Aggregate Generating Output (MWh)
-------------------------------------------------------------------
Eleventh Schedule
Base Output
Measurement Period Generating Amount:
Year Calendar Month
1996 June 190,000
July 1,300,000
August 1,100,000
September 1,550,000
October 2,400,000
November 2,350,000
December 2,350,000
1997 January 2,600,000
February 2,350,000
March 2,300,000
April 1,800,000
May 1,300,000
June 1,200,000
July 1,200,000
August 1,100,000
September 1,400,000
October 1,950,000
November 1,900,000
December 2,200,000
1998 January 2,450,000
February 2,200,000
March 2,300,000
April 1,750,000
May 1,200,000
June 1,150,000
July 1,150,000
August 1,050,000
September 1,350,000
October 1,850,000
November 1,800,000
December 2,100,000
1999 January 2,350,000
February 2,100,000
March 2,150,000
April 1,650,000
May 1,150,000
June 1,100,000
July 1,100,000
August 1,000,000
September 1,300,000
October 1,750,000
November 1,700,000
December 2,000,000
2000 January 2,200,000
February 2,050,000
March 2,050,000
April 1,650,000
May 1,150,000
June 1,100,000
July 1,100,000
August 1,000,000
September 1,300,000
October 1,750,000
November 1,700,000
December 2,000,000
2001 January 2,200,000
February 2,000,000
March 2,050,000
April 1,650,000
May 1,150,000
June 1,100,000
July 1,100,000
August 1,000,000
September 1,300,000
October 1,750,000
November 1,700,000
December 2,000,000
2002 January 2,200,000
February 2,000,000
March 2,050,000
April 1,650,000
May 1,150,000
June 1,100,000
July 1,100,000
August 1,000,000
September 1,300,000
October 1,750,000
November 1,700,000
December 2,000,000
2003 January 2,200,000
February 2,000,000
March 2,050,000
THE COMMON SEAL of NATIONAL
POWER PLC was hereunto affixed in
the presence of:
Authorised Signatory