THE [*] INDICATES THAT PORTIONS OF TEXT HAVE BEEN DELETED AND ARE
BEING FILED UNDER SEPARATE COVER WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
DATED 4th February 1998
BRITISH AIRWAYS PLC
- and -
HAWKER PACIFIC AEROSPACE LIMITED
- and -
HAWKER PACIFIC, AEROSPACE
UNDERLEASE
relating to
Part of Technical Block "A"
Heathrow Airport, London
LINKLATERS & PAINES
One Silk Street
London EC2Y 8HQ
TEL: (+44) 171 456 2000
Ref: RJTW
UNDERLEASE
DATE: 4th February 1998
PARTIES: BA means: BRITISH AIRWAYS PLC of Speedbird
House Heathrow Airport London PO Box 10
Middlesex TW6 2JA.
HP means: HAWKER PACIFIC AEROSPACE
LIMITED of Number One London Road
Southampton SO15 2AE
GUARANTOR means: HAWKER PACIFIC, AEROSPACE whose
registered office is at 11240 Sherman Way Sun
Valley CA91352 USA
1 DEFINITIONS AND INTERPRETATION
In this Lease:
1.1 Unless the context otherwise requires, references to:-
"AIRPORT" means the land from time to time during the Term comprising
Heathrow Airport London;
"AIRPORT OPERATOR" means Heathrow Airport Limited or the body or
person which from time to time manages the Airport as defined in
Section 82(1) of the Airports Act 1986;
"AREA A" means the part of the Property coloured pink and hatched
black on Plan 1;
"AREA B" means the part of the Property coloured pink and hatched
green on Plan 1;
"AREA C" means the part of the Property coloured pink on Plan 1 and
Plan 2;
"BUILDING" means the building of which the Property comprises part and
each and every part thereof;
"COMMON PARTS" means the accessways roads entranceways halls landings
stairways lifts escapeways toilet facilities and any other areas
within the Building or the Site made available from time to time for
common use by the tenants and occupiers of the Building and those
authorised by them;
"CORE AREAS" means Area A, Area B and Area C and a reference to a Core
Area shall be construed accordingly;
"GIA ORIGINAL AREA" means the Gross Internal Area of the Property as
at the commencement of the Term;
"GIA RESIDUE PROPERTY" means the Gross Internal Area of the Residue
Property;
"GROSS INTERNAL AREA" means the Gross Internal Area agreed between BA
and HP or failing agreement determined on the application of either
party by an independent expert appointed by the President for the time
being of the Royal Institution of Chartered Surveyors who shall act as
expert and not as arbitrator.
"PLATING SHOP" means the area shown coloured pink and cross hatched
black on Plan 1 and Plan 2.
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1
"PROPERTY" means the part of the Building shown coloured pink, pink
hatched black, pink hatched green and pink cross hatched black on Plan
1 and Plan 2 and each and every part thereof (and all additions and
alterations thereto) as described in Schedule 1 except tenant's
fixtures and fittings (including so far as applicable all windows and
doors, the plaster and other internal finishes only on the walls, the
floor boards, and other finishes on the floors and any false ceiling
or other finishes to the ceilings but excluding Service Media any
items of plant or equipment owned by BA and all structural and
exterior parts of the Building);
"SERVICE MEDIA" means the sewers drains gutters pipes ducts wires
cables and other conducting media in the Building;
"SITE" means the land and buildings shown edged red on Plan 3;
"BA" and "HP" includes their respective successors in title;
"INSURED RISK" means any risk against which BA (under the Head Lease)
is responsible for insuring the Property;
"HEAD LEASE" means the lease dated 31 December 1986 between Heathrow
Airport Limited (1) and BA(2) under which BA holds the Property and
the superior lease dated 1 April 1995 between Heathrow Airport Limited
(1) and BA and British Airways Associated Companies Limited (2);
"SUPERIOR LANDLORD" means BA's immediate reversioner from time to time
and the landlord under the lease dated 1 April 1995 referred to above;
"RELEVANT CORE VACATION DATE" means 15 March 1998 in respect of Area
A, 31 January 1999 in respect of Area B and 28 February 1999 in
respect of Area C;
"LEASE" means this underlease and all documents supplemental thereto;
"RENT" means:-
(a) [*] per month from and including the Rent Commencement Date
until 31 December 1998; and
(b) [*] per month from and including 1 January 1999 until 30
June 1999; and
(c) [*] per day from and including 1 July 1999 until the expiry
of the Term;
in each case payable monthly in advance the first such payment being
made on the Rent Commencement Date and thereafter on each monthly
anniversary of such date subject to Clause 7.3 and Clause 7.4;
"RENT COMMENCEMENT DATE" means 1 June 1998;
"REVISED RENT" means the following daily rent:
[*] Residue Property
GIA Original Area
"SALE OF BUSINESS AGREEMENT" means the agreement dated 20 December
1997 made between BA (1) HP (2) and the Guarantor (3)
"SERVICES AGREEMENT" means the landing gear services agreement
dated 4th February 1998 made between BA (1) HP (2) relating to
the provision of services to BA;
1.2 Obligations undertaken by more than a single person are joint and
several obligations;
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2
1.3 Any covenant by HP not to do an act or thing shall be construed as if
it were a covenant not to do or permit or suffer such act or thing;
1.4 Clause headings and titles shall not affect the construction of this
Lease.
1.5 Any provision in this Lease requiring the consent or approval of BA
shall be construed as also requiring the consent (where necessary
under the Head Lease) of the Superior Landlord.
2 LETTING
BA LETS to HP the Property together with the rights set out in
Schedule 2 but except and reserving as mentioned in Schedule 3 for a
TERM ("the Term") from and including the date hereof to 31 December
1999 HP paying the Rent;
3 HP'S COVENANTS
HP COVENANTS with BA:-
3.1 RENT
To pay the Rent on the dates and in the manner referred to in Clause 1
hereof without any deduction or set-off;
3.2 INTEREST
Without prejudice to BA's other remedies to pay to BA on demand as
additional rent interest on any sum payable under this Lease which is
not paid within 7 days following the due date at the rate of 4% above
the base rate of Barclays Bank plc from the due date until payment is
received (both before and after any judgment);
3.3 VAT
Where HP is to pay to BA any sum or provide any consideration it shall
on the same due date (subject to prior receipt of a valid Value Added
Tax invoice) also pay Value Added Tax in respect of such sum or
consideration and where HP is to indemnify or reimburse or pay costs
incurred by BA it shall also pay Value Added Tax on such costs to the
extent that BA does not recover it;
3.4 REPAIR
(Without prejudice to the other obligations of HP herein contained or
obligations contained in the Services Agreement) To make good any
damage to the Property, save for any damage which arises as a result
of fair wear and tear or from the carrying on of the Permitted Use in
a similar manner to that which has been carried on prior to the date
hereof, caused by HP its servants or agents licensees or invitees
excluding damage by any Insured Risk except to the extent that the
insurance money is made irrecoverable through any knowing act or
default of HP or its servants agents licensees or invitees;
3.5 DECORATION
To decorate in a good and workmanlike manner any part of the Property
damaged by HP or its servants agents invitees or licensees;
3.6 CLEANING
In so far as appropriate having regard to the nature of the Property
and the Permitted Use to keep the Property clean and tidy and clear of
rubbish and whenever BA reasonably considers necessary in so far as
appropriate having regard to the nature of the property and the
Permitted Use to clean all internal surfaces and finishes of the
Property;
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3
3.7 NOTICES TO REPAIR
To repair and make good all defects and disrepair for which HP is
liable under this Lease within two months (or sooner if necessary) of
written notice from BA and if HP defaults in so doing BA may enter the
Property to carry out such work and all cost so incurred by BA shall
be a debt repayable by HP to BA on demand;
3.8 TO PERMIT ENTRY
To permit the Landlord and all persons authorised by it at all times
to enter the Property to use or operate any items of plant or
equipment owned by BA in the Property, to inspect its condition to
take a schedule of BA's fixtures or of any dilapidations to exercise
any of the rights excepted and reserved out of this Lease or to carry
out any works or to remedy any breach of HP's obligations under this
Lease or to do anything necessary to prevent a forfeiture of the Head
Lease and the Landlord shall when exercising such right of entry cause
as little inconvenience as reasonably possible and shall make good
without delay to the reasonable satisfaction of HP all damage
occasioned to the Property by the exercise of such right of entry;
3.9 NOT TO PREJUDICE INSURANCE
Not to bring into or keep in the Property any thing which is or may
become dangerous nor to carry on any hazardous trade nor knowingly do
anything which might cause the insurance of the Property to be
vitiated or the premiums to be increased save that the use and storage
upon the Property of anything which has to date been used or stored
therein (or which has to date been used for the carrying on of any
trade therein) or the use of the Property by HP for the Permitted Use
shall not in any event be deemed to be a breach of this sub-clause;
3.10 OVERLOADING
Not to overload any part of the Property or its services;
3.11 UNDESIRABLE USES
Not to use the Property for any noisy offensive dangerous illegal or
immoral purpose nor to do on the Property any thing which in the
reasonable opinion of the Landlord may be a nuisance or cause damage
disturbance or inconvenience to or any owners or occupiers of any
neighbouring premises save that the use of the Property by HP for the
Permitted Use shall not in any event be deemed to be a breach of this
sub-clause;
3.12 PERMITTED USE
Not to use the Property otherwise than for the use current at the date
hereof and in connection with the performance and provision of
Services to BA (as that expression is defined in the Services
Agreement (the "Permitted Use");
3.13 STATUTORY REQUIREMENTS
Subject always to clause 6.5 hereof to comply with all statutes and
subordinate legislation from time to time in force and the
requirements of any competent authority relating to the Property and
its use and to execute at its own expense any work required to be
carried out (whether by owner or occupier) on the Property under such
statutes or by such authority;
3.14 IRRECOVERABLE INSURANCE MONIES
To pay to BA on demand the amount of any insurance monies in respect
of the Property which cannot be recovered by reason of any act or
default of HP or any person deriving title under HP or its or their
servants agents licensees or invitees and which act or default arises
otherwise than in the carrying on of the use of the Property for the
Permitted Use;
3.15 PLANNING
Not to apply for planning permission in respect of the Property;
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4
3.16 ALTERATIONS
Not to make any other alterations or additions to the Property without
the Landlord's prior written consent which shall not be unreasonably
withheld or delayed;
3.17 SIGNS
Not to exhibit on the Property any sign notice mast aerial or
satellite dish visible from the outside of the Property without the
prior consent of the Landlord (not to be unreasonably withheld) but no
consent shall be required for unobjectionable and inoffensive trade
signs within the Property;
3.18 ALIENATION
Not to mortgage charge or grant any security interest over the
Property nor to assign nor underlet the whole or any part of the
Property nor to share or part with the possession or occupation of the
whole or any part of the Property;
3.19 COSTS
To pay to BA on demand as additional rent and as a debt all costs it
incurs in connection with or in contemplation of:-
3.19.1 the preparation and service of a notice or any proceedings
under Section 146 or 147 of the Law of Property Act 1925 or
under the Leasehold Property (Repairs) Act 1938 (even if
forfeiture is avoided);
3.19.2 the preparation and service of a schedule of dilapidations
at any time during or within 2 months after the termination
of the Term;
3.19.3 any applications for consent or approval whether or not
consent is properly refused or offered subject to a
proper condition or the application is withdrawn;
3.19.4 the remedying of any breach of HP's obligations under
this Lease;
3.20 APPLICATIONS FOR CONSENT
On applying for any consent or approval HP shall disclose to the
Landlord such information as the Landlord may reasonably require;
3.21 TO INFORM LANDLORD OF DAMAGE DEFECTS AND NOTICES
Forthwith upon becoming aware of the same to give full details to BA
of any damage to or any defect in the Property which may give rise to
a duty on the Landlord and of any notice or thing which may adversely
affect BA's interest in the Property;
3.22 TO INDEMNIFY LANDLORD
Subject always to the provisions of clause 6.5, to indemnify BA
against all actions proceedings costs claims and demands in respect of
any breach by HP of its obligations under this Lease;
3.23 YIELDING UP
Immediately before the end of the Term to remove all HP's fixtures and
fittings (including the Fixed Assets as defined in the Sale of
Business Agreement) and (unless the Landlord otherwise requires) all
alterations or additions made to the Property during the Term and in
each case to carry out any work of making good arising from the
removal of the said fixtures fittings alterations or additions at the
Property to BA's reasonable satisfaction and at the end of the Term
(howsoever determined) to yield up to BA the Property in accordance
with HP's obligations under this Lease;
3.24 TO OBSERVE COVENANTS
3.24.1 Not to do anything which would cause BA to be in breach of
its obligations under the Head Lease (save that the use and
storage upon the Property of anything which has to
- - --------------------------------------------------------------------------------
5
date been used or stored therein (or which has to date been
used for the carrying on of any trade therein) or the use of
the Property by HP for the Permitted Use shall not in any
event be deemed to be a breach of this sub clause);
3.24.2 To comply with all reasonable regulations made by BA
regarding the Property and/or the Site and notified to HP
including without limitation security and safety regulations
and the recommendations and requirements of the insurers
relating to the use or occupation of the Property;
3.25 VACATION OF THE PROPERTY
To the extent that HP has not vacated the relevant Core Area by the
Relevant Core Vacation Date in accordance with HP's covenants and
obligations contained in this Lease it shall forthwith on each
Relevant Core Vacation Date vacate and yield up such relevant Core
Area in accordance with the said covenants and obligations.
4 LANDLORD'S COVENANTS
BA covenants with HP:-
4.1 QUIET ENJOYMENT
To permit HP peaceably to hold and enjoy the Property without any
lawful interruption by BA or any person lawfully claiming through
under or in trust for it;
4.2 INSURANCE
Unless such insurance shall be vitiated by any act or omission of HP
or any person deriving title under HP or any of its or their servants
agents licensees or invitees to procure compliance with the insurance
and reinstatement provisions in the Head Lease;
4.3 HEAD LEASE
4.3.1 To pay the rents reserved by and to perform and observe all
other covenants and conditions contained in the Head Lease
and to enforce compliance by the Superior Landlord with its
obligations under the Head Lease.
4.3.2 To maintain the Property in no worse a state or condition
than exists at the date hereof save where such maintenance
or other works may be required as a result of the Tenant's
or its servants' or agents' default.
4.3.3 Where the superior lease dated 1 April 1995 referred to
above imposes an obligation on BA to repair and maintain
Service Media and structural and exterior parts of the
Building BA shall repair and maintain the Service Media and
structural and exterior parts of the Building in accordance
with its repairing obligation in such superior lease
excluding damage by any Insured Risk and damage or disrepair
due to the default of HP or any person deriving title under
HP or its or their respective servants agents licensees or
invitees.
4.4 MAINTENANCE OF LIGHTING SYSTEM
To keep the Property lighted (including the repair and maintenance of
the lighting system) in the same manner as has been provided up to the
date hereof.
4.5 PAYMENT OF RATES AND OTHER OUTGOINGS
To pay general rates and sewerage rates and all other rates and
outgoings of any kind payable in respect of the Property (whether
alone or in conjunction with other property) during the Term
including, without prejudice to the generality of the foregoing, the
cost of supply of electricity, water, gas, telephone and all other
utilities to the Property, including meter rents.
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6
5 FORFEITURE
IF:-
5.1 the rents or any other sum due under this Lease shall be in arrear for
twenty-one days (whether formally demanded or not); or
5.2 HP commits a material breach of its obligations under this Lease which
is not remedied within 30 days of written notice from BA; or
5.3 distress or other execution shall be levied on the Property or its
contents; or
5.4 a Bankruptcy Order or an Administration Order is made in respect of
HP; or
5.5 a resolution is passed or an Order is made to wind up HP (except for
the purposes of a solvent amalgamation or reconstruction); or
5.6 a receiver or administrative receiver is appointed over the whole or
any part of the property assets or undertaking of HP; or
5.7 HP is struck off the Register of Companies or is dissolved or
otherwise ceases to exist under the laws of the country or state of
its incorporation;
then the Landlord may determine this Lease by re-entering the Property
but without prejudice to its other remedies for any antecedent breach
of any of obligation.
6 OTHER MATTERS
6.1 NO IMPLIED EASEMENTS
Nothing in this Lease shall confer upon HP any easement right or
privilege whatsoever over or against any land adjoining or
neighbouring the Property which may now or subsequently belong to BA
nor impose any restriction on the use of any land not comprised in
this Lease save as expressly hereby granted or imposed.
6.2 NO COMPENSATION
The right of HP to compensation on quitting the Property is excluded
to the extent permitted by law.
6.3 CESSER OF RENT
If the Property shall be damaged or destroyed by any of the Insured
Risks so as to be unfit for occupation and use then (save to the
extent that the insurance money shall be irrecoverable by reason
solely or in part of any act or default of HP or any of its servants
agents licensees or invitees) all the rents hereby reserved or a fair
proportion according to the nature and extent of the damage shall be
suspended until the Property shall again be fit for occupation and
use.
6.4 EXCLUSION OF STATUTORY SECURITY
Pursuant to an Order of the Mayor's & City of London Court made on
28th January 1998 it is agreed that Sections 24 to 28 of the
Landlord and Tenant Act 1954 (as amended) shall not apply to
this tenancy.
6.5 CONFLICT WITH SERVICES AGREEMENT
If there is any conflict between the provisions of this Lease and
Clause 6 of the Services Agreement the provisions in the Services
Agreement shall prevail.
6.6 SECURITY OF PROPERTY
Subject to obtaining BA's prior written approval in accordance with
Clause 3.16 hereof, if so required by HP, HP may take such steps as it
reasonably considers necessary (including the
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7
installation of doors and the like) in order to properly secure the
Property provided that if any such alterations shall (in the absolute
opinion of BA) adversely affect BA's or any other occupiers' continued
use and enjoyment of the Building or the rights reserved in Schedule 3
of this Lease the withholding of consent to such alterations shall be
deemed not to be unreasonable.
7 BREAK CLAUSE
7.1 If either BA or HP serve notice on the other pursuant to Clause 21.1,
21.2 or 21.3 of the Services Agreement terminating the Services
Agreement to such an extent that the Property or part of the Property
is no longer required for the Permitted Use this Lease shall cease and
determine but without prejudice to any claim by either party against
the other in respect of any antecedent breach of any covenant or
condition herein contained provided that if BA serves notice requiring
HP to comply with the obligations contained in Clause 22.4.1 of the
Services Agreement this Lease shall not cease and determine pursuant
to this clause until BA serves notice pursuant to Clause 22.4.1(i) or
22.4.1(ii) of the Services Agreement or until the expiration of the
eighteen month period referred to in Clause 22.4.1 (iii) of the
Services Agreement.
7.2.1 Subject to 7.2.2 if HP shall desire to determine the Term at
any time on or after 1 June 1998 and shall give to BA not
less than 8 weeks previous notice in writing of such its
desire and provided HP has given vacant possession of all
the Property then at the expiry of such notice this Lease
and everything herein contained shall cease and determine
but without prejudice to any claim by either party against
the other in respect of any antecedent breach of any
covenant or condition herein contained;
7.2.2 If HP desires to determine the Term prior to 1 July 1999 and
serves notice pursuant to 7.2.1 to this effect such notice
shall only be valid if on or before the expiry of such
notice HP has paid to BA as additional rent an amount equal
to the aggregate Rent for the period from the Rent
Commencement Date to and including 30 June 1999 less any
actual rent paid pursuant to the terms of this Lease;
7.3.1 Subject to BA's prior written consent (which shall not be
unreasonably withheld provided that failure to give consent
to any Surrender Notice which is due to expire prior to 1
July 1999 and which relates to the entirety of the Property
then remaining the subject of this demise shall not in any
event be deemed not to be reasonable and provided further
that such consent shall not be required if the Surrender
Notice expires on or after 1 July 1999 and relates to the
entirety of the Property then remaining the subject of this
demise) HP may at any time during the Term give to BA not
less than 8 weeks written notice (each a "Surrender
Notice") (or such shorter period as BA may agree in writing)
of its desire to vacate all or any part of the Property
("Surplus Property") and provided HP gives vacant possession
of all the Surplus Property the subject of the Surrender
Notice then at the expiry of the Surrender Notice this Lease
shall be deemed to have been surrendered in part in so far
as it relates to the Surplus Property and BA and HP's
obligations under this Lease shall cease and determine in so
far as they relate to the part surrendered but without
prejudice to any claim by either party against the other in
respect of any antecedent breach of any covenant or
condition herein contained.
7.3.2
(I) Notwithstanding the service of one or more
Surrender Notices this Lease shall continue
in full force and effect in relation to the
Property excluding any surrendered Surplus
Property ("Residue Property");
(II) If a partial surrender pursuant to Clause
7.3.1 takes place then from the later of (a)
the date of such partial surrender or (b) 1
July 1999 the Rent
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8
shall forthwith be varied to the Revised Rent
which shall be payable from such later date.
BA and HP shall use reasonable endeavours
to agree the Revised Rent;
(III) For the avoidance of doubt, HP may serve one
or more Surrender Notices at the same or at
different times during the Term.
7.4 Unless notified in writing by BA that BA does not wish this clause 7.4
and clause 3.25 hereof to apply (but without prejudice to HP's right
to serve one or more surrender notices in respect of all or any part
or parts of each of the Core Areas at any time whether before or
after the Relevant Core Vacation Date pursuant to Clause 7.3 hereof):
7.4.1 HP shall surrender and yield up to BA the relevant part of
the Core Areas on or before the Relevant Core Vacation Date
and on such date this Lease shall be deemed to have been
surrendered in part in so far as it relates to the relevant
part of the Core Areas;
7.4.2 provided HP gives vacant possession of the relevant part of
the Core Areas on or before the Relevant Core Vacation Date
a Revised Rent shall apply to the Property that has not been
surrendered on or before the Relevant Core Vacation Date
(such Property being the "Residue Property" for the purposes
of the calculation of the Revised Rent applicable pursuant
to this Clause). BA and HP shall use reasonable endeavours
to agree the Revised Rent which shall be payable from 1
July 1999; and
7.4.3 BA and HP's obligations under this Lease shall cease and
determine in so far as they relate to the part surrendered
but without prejudice to any claim by either party against
the other in respect of any antecedent breach of any
covenant or condition herein contained.
8 GOVERNING LAW AND SUBMISSION TO JURISDICTION
This Lease shall be governed by and construed in accordance with
English law and the parties irrevocably agree that the courts of
England are to have non-exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this Lease and such
documents.
9 NOTICES
9.1 Any notices or other communication requiring 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:
Speedbird House
PO Box 10
Heathrow Airport (London)
Hounslow
Middlesex TW6 2JA
Fax: 0181 562 3323
Attention: The Company Secretary and the General
Manager, Aircraft Maintenance Purchasing
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9
In the case of HP:
Number One
London Road
Southampton SO15 2AE
Fax: 01703 631835
Attention: The Company Secretary
In the case of the Guarantor to:
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley
CA 91352 USA
Fax: 001 818 765 2416
Attention: The Company Secretary
9.2 Any such notice or other communication shall be delivered by hand or
sent by courier, fax or prepaid first class post. If sent by post such
notice or communication shall conclusively be deemed to have been
received two Business Days from the time of posting (whereby "Business
Day" shall mean any day on which banks are open for business in
England excluding Saturdays and Sundays and public holidays). If sent
by courier or fax and the notice is received after 4.00 pm. on any day
then the date of service shall be deemed to be the following working
day thereafter.
9.3 The Guarantor hereby appoints Paris Smith & Randall of Number One
London Road Southampton SO15 2AE or such other firm of solicitors in
England as may be notified in writing to BA as its agents to accept
service of all proceedings on its behalf and BA may serve any
proceedings on the Guarantor either by sending them by first class
post to the above named agents.
10 PARENT COMPANY GUARANTEE
10.1 In part consideration of BA entering into this Lease at the request of
the Guarantor and in consideration of the sum of L1 (receipt of which
is hereby acknowledged) the Guarantor hereby unconditionally and
irrevocably guarantees the full, prompt and complete performance and
observance by HP of all its obligations, commitments, undertakings,
warranties and indemnities under or pursuant to this Lease and any
document entered into pursuant to the terms of this Lease (the
"GUARANTEED OBLIGATIONS") which are stated to be binding on HP
including, without limitation, the due and punctual payment of all
sums now or subsequently payable by HP hereunder when the same shall
become due and the Guarantor undertakes with BA to indemnify BA
against all losses which BA may suffer through or arising from any
breach by HP. If and whenever HP defaults for any reason whatsoever in
the performance of any of the Guaranteed Obligations the Guarantor
shall forthwith upon demand unconditionally perform (or procure
performance of) and satisfy (or procure the satisfaction of) the
Guaranteed Obligations in regard to which such default has been made
in the manner prescribed by this Agreement and so that the same
benefits shall be conferred on BA as it would have received if the
Guaranteed Obligations had been duly performed and satisfied by HP.
10.2 The guarantee contained in Clause 10.1 is a continuing guarantee and
shall remain in force until all the Guaranteed Obligations have been
fully performed and all sums payable by HP have been fully paid. This
guarantee is in addition to and without prejudice to and not in
substitution for any
- - --------------------------------------------------------------------------------
10
rights or security which BA may now or hereafter have or hold for the
performance and observance of the Guaranteed Obligations.
10.3 The obligations of the Guarantor shall not be affected by any act,
omission, matter or thing which, but for this provision, might operate
to release or otherwise exonerate the Guarantor from his obligations
or affect such obligations, including without limitation and whether
or not known to the Guarantor:
10.3.1 any time, indulgence, neglect, delay, waiver or consent at
any time given to HP or any other person;
10.3.2 any compromise or release of or absentation from perfecting
or enforcing any right or remedies against HP or any other
person;
10.3.3 any legal limitation, liability, disability, incapacity or
other circumstances relating to HP or any other person or
any amendment to or variation of the terms of the Guaranteed
Obligations;
10.3.4 any irregularity, unenforceability or invalidity of any
obligations of HP under this Agreement, or the dissolution,
amalgamation, reconstruction or insolvency of HP;
10.3.5 the surrender of part of the Property
and shall nevertheless be enforceable against and recoverable from the
Guarantor as though the same had been incurred by the Guarantor and
the Guarantor were the sole or principal obligor in respect thereof.
11 It is hereby acknowledged that the Rent payable from time to time
pursuant to Clause 3.1 includes [*] per day as payment to BA towards
expenses it shall incur in complying with its obligations as to
maintenance contained in Clause 4.
IN WITNESS whereof this document has been executed as a Deed the day
and year first before written.
SCHEDULE 1
DESCRIPTION OF THE PROPERTY
Offices storage and workshops within Technical Block "A" Heathrow
Airport London shown coloured pink, pink hatched black, pink hatched
green and pink cross-hatched black on Plan 1 and Plan 2.
SCHEDULE 2
EASEMENTS AND OTHER RIGHTS INCLUDED IN THIS LEASE
1 The rights in common with the Landlord and all others authorised by
the Landlord:
(a) of way on foot and, as appropriate, with or without vehicles and
equipment over and along and otherwise to use the Common Parts
for all purposes reasonably connected with the use and occupation
of the Property subject always to the right of the Landlord to
vary such areas made available provided suitable alternative
areas are made available;
(b) of free passage and running of water soil gas and electricity and
other services through the Service Media serving the Property.
2 Insofar as BA is able to grant such a right, the right in common with
BA, others authorised by BA, the Superior Landlord, the Airport
Operator and all others from time to time having similar rights:
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2.1 of passage (for the purpose of access and egress only and not so as to
confer any right to carry on any trade of business within any part of
the Airport other than the Property or to supply any goods or services
to aircraft at the Airport other than those parked within the premises
demised to BA by the superior lease dated 1 April 1995) with or
without vehicles and equipment, as appropriate, over through and along
the roads access ways or tunnels (if any) giving direct access to the
Property from the public highway provided that:
2.1.1 HP shall comply and shall use its best endeavours to ensure
that anyone within its control shall comply with such
reasonable directions as may from time to time properly be
given by BA, the Superior Landlord or the Airport Operator
for the regulation and direction of traffic using the
Airport with a view to securing and facilitating their use
by all persons entitled to rights over them.
2.1.2 BA, the Superior Landlord or the Airport Operator may on
reasonable prior written notice to HP (except in the case of
emergency) close the said roads or access ways as often as
may be necessary and whether temporarily or permanently for
the purpose of carrying out any works to the Airport or for
the purpose of obtaining access to any services in the
Airport, or for any other proper purpose in connection with
the operation management refurbishment or redevelopment of
the Airport subject to there always being available to HP
reasonable alternative roads or access ways or other means
of access.
3 The right of support for the Property from the remainder of the
Building.
4 The right in common with BA and all others authorised by BA to use
parking spaces in such car parks as shall be designated by BA
("designated car parks") on a first come first served basis provided
that:
4.1 the number of car parking spaces used under this right does not exceed
the number used by BA employees whose place of work was at the
Property immediately before the grant of the Lease;
4.2 BA may alter modify or change the designated car parks at any time;
and
4.3 all persons who exercise this right shall comply at all times with any
proper regulations which may govern the use of the designated car
parks from time to time.
5 The right to park vehicles in the two parking spaces immediately
outside the Property in the approximate positions marked X on Plan 1
provided that in the exercise of such right HP shall not at any time
cause any obstruction or material inconvenience to BA or any other
occupiers of the Building.
6 The right to share occupation of the areas cross hatched white and
pink on Plan 1 (the "Common Area") with BA and others authorised by
BA subject at all times to HP complying with its covenants and
obligations contained herein as if the Common Area comprised part of
the Property.
SCHEDULE 3
EXCEPTIONS AND RESERVATIONS OUT OF THIS LEASE
To the Landlord and all others authorised by the Landlord or similarly
entitled:
1 the right to carry out or consent to the carrying out by any person of
any erection of a new building or the rebuilding demolition or
alteration of the Building other than the Property;
2 the right at all times to enter and remain upon the Property with or
without workmen with all necessary appliances and materials (making
good all damage occasioned thereby to the Property
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to the reasonable satisfaction of HP and causing as little
inconvenience as reasonably possible) for all purposes in connection
with the carrying out of any works providing any services or
fulfilling the Landlord's obligations under this Lease and to share
occupation to enable the Landlord to use or operate any items of plant
or equipment owned by the Landlord situated from time to time in the
Property and causing as little inconvenience as reasonably possible;
3 the right of free passage and running of water soil gas and
electricity through the Service Media within the Property.
THE COMMON SEAL OF } [SEAL]
BRITISH AIRWAYS PLC was }
hereunto affixed in the presence of:}
/s/ [ILLEGIBLE]
----------------
ASSISTANT
SECRETARY
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