Finance Lease Agreement (2005)Full Document 

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DATED 30th June 1994

 


 

FINANCE LEASE AGREEMENT

 


 

BETWEEN

 

RAILTRACK PLC

 

and

 

BR TELECOMMUNICATIONS LIMITED

 

Bird & Bird

90 Fetter Lane

London EC4A 1JP

 

Tel: 071 242 6681

Fax: 071 242 3643

 

REF: MXR/RRG/DXK


 

CONTENTS

 

Clause


   Page

1.      

  Definitions and Interpretation    1

2.      

  Lease of Railtrack Equipment and Spares    4

3.      

  Charges    8

4.      

  Railtrack’s Representations and Undertakings    10

5.      

  Undertaking as to Pledging Credit    11

6.      

  Maintenance    11

7.      

  Title to Railtrack Equipment    13

8.      

  Loss and Damage    13

9.      

  Termination    15

10.    

  Consequences of Termination    16

11.    

  Notices    17

12.    

  Further Assurance    17

13.    

  Force Majeure    17

14.    

  General    18

 

SCHEDULE 1

   -    Description of the Railtrack Equipment and Rentals

SCHEDULE 2

   -    Maintenance Obligations - List of Applicable Group Standards

SCHEDULE 3

   -    Spares


 

THIS AGREEMENT is made on 30th June 1994

 

BETWEEN

 

(1) RAILTRACK PLC a company incorporated in England and Wales under registration number 2904587 the registered office of which is at 40 Bernard Street London WC1 1BY (“Railtrack”)

 

(2) BR TELECOMMUNICATIONS LIMITED a company incorporated in England and Wales under registration number 2495998 the registered office of which is at Euston House, 24 Eversholt Street, London NW1 1DZ (“BRT”)

 

RECITALS

 

(A) This agreement is made pursuant to the Framework Agreement relating to this and other agreements which was made between the parties on 1 April 1994 and which was itself a supplemental agreement to the two Transfer Schemes made by British Railways Board under section 85 of the Railways Act 1993 in favour of, respectively, BRT and Railtrack on 30 March 1994, which schemes took effect on 1 April 1994.

 

(B) Certain telecommunications cabling and related equipment have been vested in Railtrack pursuant to the Railtrack Scheme (as defined below) and Railtrack has agreed to lease such cabling and equipment to BRT on the terms of this Agreement.

 

OPERATIVE PROVISIONS

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 In this Agreement unless the context otherwise requires:

 

Additional Spares means such equipment, assemblies, apparatus and pans which are capable of being used as spare or replacement pans for any item of Railtrack Equipment, together with all handbooks, manual, data and drawings relating thereto, which are not Spares and which BRT may procure from rime to time to comply with its maintenance obligations under Clause 6;

 

Approved Contractor means British Railways Board (British Rail Infrastructure Services Division), its successors and/or permitted assigns or such other contractor or contractors as may from time to time be appointed by Railtrack for the purpose of maintaining rail infrastructure;

 

1


BRT Equipment means any telecommunications or related apparatus or equipment which is not Railtrack Equipment or Spares and which belongs to or is operated by or on behalf of BRT or its customers:

 

BRT Group means all Subsidiary Undertakings of BRT or, if relevant, any Parent Undertaking of BRT and all Subsidiary Undertakings of that Parent Undertaking;

 

BRT Scheme means the Transfer Scheme made on 30th March 1994 and which took effect on 1st April 1994 from British Railways Board to BRT under section 85 of the Railways Act 1993;

 

Cable means any wire, cable, tube, pipe, optical fibre or the like (including its casing or coating) which is designed or adapted for use in the running of a telecommunications system, including any joint boxes or the like used to connect any NTP to another,

 

Commencement Date means 1st April 1994;

 

Encumbrance means any mortgage, pledge, lien, charge, assignment for the purposes of providing security, hypothecation, security interest or trust arrangement for the purpose of providing security and any other agreement the effect of which is the creation of a security interest;

 

Force Majeure Event means an event as described in Clause 13.1;

 

Grant of Use Agreement means the Grant of Use Agreement of even date between Railtrack and BRT;

 

Index means the general index of retail prices (all items except food) published monthly in the Digest of Statistics by the Central Statistical Office or, if such index shall cease to be published, such other retail prices index as may be published in substitution therefor,

 

Network Terminating Point or NTP means a distribution frame, switch or other telecommunications equipment at which a Cable is connected;

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