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COMMONWEALTH OF AUSTRALIA

("the Lessor")

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AVALON AIRPORT GEELONG PTY LIMITED

ACN 069 136652

("the Lessee")

LEASE OF AVALON AIRPORT

AUSTRALIAN GOVERNMENT SOLICITOR

Level 12. 200 Queen Street

MELBOURNE vie 3000

Tel: (03) 9242 1222

fax: (03) 9242 1482

DX 50 MELBOURNE

Ref: 95037214

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TABLE OF CONTENTS

I. DEMiSE 4

2. DEFINmONS AND INTERPRETATION 6

LESSEE'S COVENANTS

5. INSURANCE 10

7. OPERATION OF THE PREMISES 14

10. AIR TRAFFIC SERVICES AND RESCUE AND FIRE FIGHTING SERVICES 30

1 J. ACCESS FOR EMERGENCY OR DISASTER RELIEF 30

12. AIRSERVICES AUSTRALIA AND BUREAU OF METEOROLOGY

SERVICES 32

13. LESSEE'S OBLIGATION TO MAINTAIN AND REPAIR 33

14. COMPLIANCE WlTIl LAWS, NOTICES AND PERMITS 35

1 S. INFECTIOUS DISEASES. VERMIN 36

17. HAZARDOUS MATERIALS AND ASBESTOS 37

21. EXTERNAL SIGNS _ 40

LESSOR'S COVENANTS

25. QUIET ENJOYMENT 41

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OTHER COVENANTS

32. RESERVATIONS _ 45

34. DAMAGE AND DESTRUCTION _ 47

35. WARRANTIES 47

39. EXCLUSION OF STAnrrORY PROVISIONS 48

46. LESSOR MAY ACT BY AGENT 49

47. EXERCISE OF POWERS 49

48. STAnrrORY POWERS 50

49. GOVERNING LAW 50

50, GOOD FAITH 50

5 I. RELEASE OF LESSOR 50

52. CONFIDENTIALITY, ' 50

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55. ENTIRE AGREEMENT 51

56. STATE PLANNING LAWS 52

SCHEDULEE

ACKNOWLEDGMENT 65

SCHEDULEF

PLAN 66

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THIS LEASE is made the

4

day of 1997

BETWEEN:

THE COMMONWEALTH OF AUSTRALIA

AND

("the Lessor")

AVALON AffiPORT GEELONG PTY LIMITED ACN 069 136 652

('the Lessee")

A.

WHEREA S:

C.

D.

1.

The Lessor is the registered owner of approximately 1,750 hectares of land being the

land described in Certificates of Title Volume 8002 Folio 045 and Volume 7774

Folio 078 and Crown Grant Volume 7880 Folio 178 together with fixtures, buildings

and other structures erected on it and as identified in Item 8 of Schedule A, situated

at Beach Road, Lara, Victoria and known as Avalon Airport.

The Lessor requires that part of the Premises as identified in the plan attached toSchedule A continue to operate and be maintained as an aerodrome in accordance

with all applicable legislation.

In view of the length of the term, the leSsor has agreed to grant to the Lessee an

opportunity to redevelop the Premises. "In order for the Lessor to ensure the

protection of the public interest in relation to the Premises, the Lessor requires the

Lessee to prepare and submit to the Lessor for the Lessor's approval the master

plans. major development plans and strategies for managing environmental issues.

The Premises whilst they remain in Commonwealth ownership will be a place

acquired by the Commonwealth for public purposes.

DEMISE

1.1 Demise

In consideration for the Rent and the Lessee's Covenants the Lessor

leases to the Lessee the Premises described in Item I of Schedule A for

the Term specifIed in Item 2 of Schedule A. This Lease operates as a

concurrent lease over all that part of the Premises described in Item 7 of

Schedule A which is subject to the existing leases specified in Item 7(b)

of Schedule A.

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2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this Lease, unless the contrary intention appears:

"AirServices Australia" (formerly the Civil Aviation Authority) means the

agency of the Commonwealth of Australia established under the Air Services Act

1995 and includes its successors and assigns;

"Approved Stakeholder" means:

(a) Foxerco Pty Ltd (ACN 074 115843) ("Foxerco");

(b) Foxerco and its shareholders Linfox Transport (Aust.) Pty Ltd (ACN 004

. 718 647) and Serco Aviation Services Pty Ltd (ACN 006 922 316)("the

Shareholders");

(c) the respective Ultimate Holding Entities of the Shareholders; and

(d) any Related Body Corporate of Foxerco or any of the Shareholders.

as at the Date of Commencement or such other Stakeholders as are approved by the

Commonwealth under clause 19.1.

"Bureau of Meteorology" means the agency of the Commonwealth of Australia

established under the Bureau of Meteorology Act 1955 and includes its successors

and assigns;

"Business Day" means a day upon which banks are open for business in the City of

Melbourne;

"Closing Accounts" has the same meaning as that given to that term in the

agreement for the sale of shares in the Lessee between the Lessor and Foxerco Pty

Limited ACN (074 115 843);

"Date of Commencement" means the date of commencement of the Term specified

in Item 3 of Schedule A;

. "Environment" means components of the Earth, including:

(a) land, air and water:

(b) any layer of the atmosphere;

(c) any organic or inorganic matter and.any living organism; and

(d) human-made or modified structures and areas, and includes interacting

nalUral eco-systems that include components referred to in paragraphs (a) to

(c), inclusive;

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"Environmentally Significant Action" means an action that will, or is likely to:

(a) affect the Environment to a significant extent, or to result in such an effect;

or

(b) have the effect of pennilling or causing an action by another person that:

(i) would otherwise be unlikely to occur; and

(ii) will; or is likely to, affect the Environment to a significant extent,

or to result in such an effect; or

(cl have the effect of promoting or facilitating an action by another person that

will, or is likely to, affect the Environmcnt to a significant extent, or to

result in such an effect;

"Foreign Person" has the same meaning as that given to that tcrm in the Airports

Act 1996;

"Further Term" means any extension or renewal of thc Term specified in Item 4 of

Schedulc A;

"Land" means the land described in Item I of Schedule A;

"Lessee" means Avalon Airport Geelong Pty Limited ACN 069 136652;

"Lessee's Covenants" means the covenants, agreements, restrictions and conditions

contained or implied in this Lease to be observed and performed by thc Lessee;

"Lessor" means the Commonwealth of Australia and where the context pennits,

includes its employees, officers and agents;

"Lessor's Covenants" means the covenants, agreements, restrictions and conditions

contained or implied in this Leasc to be observed and performed by the Lessor;

"Lessor's Powers" means all or any of the rights, powers and remedies contained in

or implied by this Lease exercisable by the Lessor;

"Month" means calendar month and monthly has a corresponding meaning;

"Outgoings" means all costs, charges, licence fees, expenses, duties, impositions,

fees, rates and taxes whatsoever;

"Premises" means the Premises described in Item I of Schedule A;

"Related Body Corporate" has the same meaning. as given to that term in the

Corporations Law;

"Rent" means the amount specified in Schedule C;

"Services" means any water, gas, electricity, lighting, sanitary, hot water, air

conditioning and ventilation systems. security systems, telephonic and electronic

communication systems, aerials and lifts now or hereafter installed in the buildings

and facilities, and serving the Premises and includes all wires, cables. pipes. ducts,

conduits, tanks, cisterns, electrical and mechanical plant and all other parts. finingsand accessories whatever ancillary or incidental;

"Stake" has the same meaning as that given to thattenn in the Airports Act f996;

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"Structure" in relation to any building includes, but is not limited to all walls

(whether load-bearing or not), floors, windows, gutters, downpipes, facades,

foundations, ceilings and roofs and 'structural' has a corresponding meaning;

''Term'' means the period specified in Item 2 of Schedule A and any extension,

including the Further Term; and

"Third Party" means any person who is not a party to this Lease;

"Ultimate Holding Entity":

(a) in relation to a body corporate has the same meaning as that given to

Ultimate Holding Company in the Corporations Law;

(b) in relation to any other entity (trust or otherwise), means the person who

controls (within the meaning that expression has in parts 3.6 and 3.7 of the

Corporations Law) that entity and itself is not controlled by any person; and

(c) in relation to Linfox Transport (Aust.) Pty Ltd (ACN 004 718 647) and its

related bodies corporate. means Lindsay Fox, his relatives and his lineal

descendants or any of them.

2.2 Interpretation

(a) A reference to an Item is a reference to an Item in a Schedule;

(b) a reference to a clause is to a clause of this Lease and includes all sub­clauses;

(c) a reference to a Schedule is a refefJ:nce to a schedule to this Lease;

(d) words in the singular include the plural and vice versa;

(e) words importing one gender include each of the other genders;

(l) wherever the context so permits, 'Lessor' and 'Lessee' include their

respective successors in title;

(g) "the Lessee's Employees and Visitors" means each and every of the

Lessee's workers, employees, agents, customers, contractors, clients,

visitors and any other person who may have at any time been on or upon the

Premises;

(h) all documents referred to as having been supplied (or required to be

supplied) to the Lessor means those documents as amended from time to

time during the Term;

(i) headings appearing in this Lease are inserted only as a matter of

convenience and in no way define, limit, construe or describe the scope or

intent of the section or clauses of this Lease;

U) "person" includes a corporation, organisation or body politic;

(k) when [WO (2) or more persons are lessees all Lessee's Covenants bind the

lessees and any two (2) or greater number of them jointly and each of them

severally and also bind the executors, administrators and permitted assigns

of them and every two (2) or greater number of them jointly and severally;

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(I) the Lessee's Covenants are to be read and construed as including a

provision that the Lessee procure that its employees, agents, invitees clients,

customers, contractors, consultants, sub-lessees and licensees comply with

and observe the Lessee's Covenants;

(m) the Lessor's Covenants are to be read and construed as including a provision

that the Lessor procure that its employees, agents, invitees clients.

customers, contractors, consultants, sub-lessors and licensees comply with

and observe.the Lessor's Covenants;

(n) all references to legislation include statutes, regulations, ordinances or by­

laws amending consolidating or replacing the statutes, regulations,

ordinances or by-laws referred to; and

(0) a reference to an organisation, body or person includes its successor.

2.3 Exercise of Lessor's Powers

Unless otherwise stipulated in this Lease the Lessor's Powers may be exercised by

the Lessor.

2.4 Consent or Approval

Any consent or approval required to be given by the Lessor to the Lessee must not be

unreasonably withheld or delayed by the Lessor, and in the event that the Lessor does

not consent, the Lessor must provide to the Lessee a statement of reasons in writing

as to why it does not consent.

2.5 Lessee not Lessor's Agent

Nothing in this Lease whether express or implied constitutes the Lessee the agent of

the Lessor in respect of any matter or action taken.

LESSEE'S COVENANTS

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5. INSURANCE

5.1 Building Insurance

.5.1.1 Unless othcrwise dirccted by the Lessor, thc Lessce must insure and during thc Tenn

keep insured at its cost in the joint namcs of thc Lessee, the Lessor and such other

person as the Lessor may rcasonably require their rcspective rights and interests in

thc buildings and fixtures referred to in Item 8 of Schcdule A, or a building or fixture

idcntified as rcplacing same in the Master Plan (including the Structure, Services,

additions, alterations and all other improvcments carried out by the Lessee or any

sub-Iessec) of an insurable nature on the Land for their full reinstatement or

replaccment value but not more than thc amount for which thcse things wcre insured

immediately prior to this Lease (adjusted for variations in reinstatement and

replacement costs from timc to time) (including architects, surveyors and other

professional fees. the cost of debris removal. demolition, sHe clcarance. any works

that may be required by statute or planning authority and incidental expenses) at the

time of loss or damage, against loss or damage from fiTe, lightning, storm, t100d and

tempest, earthquake. water damage (including sprinkler leakagc and rain water),

explosion or concussion from explosion. impact by vehicles or aircraft or articles

dropped from aircraft, riots, strikes, civil commotion, malicious damage, radiation

and fusion.

5.1.1A Unless otherwisc directed by the Lessor, the Lessee must insure and during the Termkeep insured at its cost in the joint names of the Lessee, the Lessor and such other

person as thc Lessor may reasonably require their respective rights and interests in

the buildings and fixtures (including the Structure, Services, additions, alterations

and all other improvements carried out by thc Lessee or any sub-lessee) of an

insurable nature on the Land. other than those referred to in clause 5.1.1, for theirfull insurablc value (that is market value or written down costs as appropriate rather

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than full replacement or reinstatement value) at the time of loss or damage againstloss or d�mage. from fire. lightning, stooo. flood and tempest. earthquak�, waterdamage (including sprmkler leakage and rain water), explosion or concussion fromeX�losion •. impact by vehicles or aircraft or articles dropped from aircraft, riots.stnkes. cIvil commotion, mahclOus damage, radiation and fusion.

5.1.2 :\ny insurancC? policy effected by the �ssee must be in.the fonn of a standard policyIssu�d by the m�urer for that class of Insurance and subject only to any special teoosrequITed by the lDsurer m accordance with clause 5.1.3.

5. 1.3 If as a result of any special use by the Lessee the insurer requires special teoos and'conditions to be included in the insurance policy, the Lessee agrees to adopt such

special teoos and conditions and pay any increased premiums payable as aconsequence of such special use and such special terms and conditions.

5.1.4 If and whenever during the Term of this Lease any Building or Fixture referred to in

Item 8 of Schedule A. or a building or fixture identified as replacing the same in the

Master Plan. is damaged or destroyed by a risk against which the Lessee has (or

should have according to the terms of this Lease) at the time of the damage or

destruction in question insured. the Lessee must. with all proper speed do all thingsreasonably necessary to:

(a) claim and obtain payment of any insurance monies to which it is entitled in

respect of such damage or destruction;

(b) obtain any pennissions or other permits and consents that may be required

under this Lease or any legislation to enable the Lessee. SUbject to the

Master Plan. to rebuild and reinstate any Building or Fixture referred to in

Item 8 of Schedule A. or a building or fixture identified replacing the same

in the Master Plan; and

(c) unless otherwise directed by the Lessor. promptly apply the insurance

monies received in reinstating any Building or Fixture referred to in Item 8

of Schedule A, or a building or fixture replacing the same in the Master Plan

to the reasonable satisfaction of the Lessor (making up any difference

between the cost of rebuilding and reinstating and the insurance monies

received).

5.2 Public Risk Policy

5.2. I The Lessee must during the Term effect and keep in full force with an insurer

approved by the Lessor a policy of public risk insurance in the joint names of the

Lessee, the Lessor and such other person as the Lessor reasonably requires in respect

of liability for loss. injury or damage to person or property whatsoever including the

person or property of any of the Lessor. the Lessee, the Lessee's Employees and

Visitors and the officers, employees. agents, customers, invitees and licensees of the

Lessor with respect to the Premises. and the business carried on or in the Premises

for an amount of not less than the sum specified in Item 9 of Schedule A or such

greater amount as the Lessor may require from time to time reasonably require in

respect of any single accident or event and extend by a crOSS-liability clause.

5.2.2 The Lessee must during the Term effect and keep in full force and effect an

insurance policy pursuant to the Accident Compensation Act /985 (Vie) or other

applicable legislation with respect to the Lessee's employees who work or may workon or at the Premises.

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5.3 Articles on Land and Premises

The Les�ee must insu�e and keep insured all the Lessee's fixtures, the Lessee's stockand equIpment on or Inthe Premises against loss or damage by fire, lightning, flood,s�orm. tempest. explosion, Impact by ve.hicles or aircraft or anicles dropped fromaircraft. I�CUrSlOn of water In�O the Premises and other usual and necessary risks fortheir full Insurable value, that IS market value or written down costs as appropriate.

5.4 Miscellaneous Risks

[Deleted]

5.5 Non-Disclosure

The insurance policies to be taken oul by the Lessee pursuant to this Lease must

c�ntain provisions for the insurance of the Lessor's interest in respect of non­dIsclosure. breach of warranty or misrepresentation (fraudulent or otherwise) by theLessee in a form approved by the Lessor and also in respect of any conversionmisappropriation or misuse of any items insured belonging to the Lessor.

.

5.7 Payment of Premiums and Production of Policies

The Lessee must if required by the Lessor deliver to the Lessor within fourteen (14)

days of being requested to do so, certificates of insurance or. if required by the

Lessor, certified copies of each insurance policy and reasonable evidence of its

renewal.

5.8 Lessee's Actions Not to Affect Insurance

The Lessee must not do or permit to be done any act, matter or thing whereby the

insurance required by this Lease may be rendered void or voidable.

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5.9 Lessee Responsible for Damage

If the Lessee does or permits to be done any act. matter or thing which has the effectof rendenng �01d or .voldable any policy of insurance required by this Lease, theLessee must Indemmfy the Lessor against all actions. claims. demands, losses,damages, costs and expenses which the Lessor may sustain or incur or for which theLessor may become liable in respect of or arising from that act. matter or thing.

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7.

7.1

7.2

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OPERATION OF THE PREMISES

Lessee to Operate Aerodrome

Subject to clause 1.2. at all times during the Term the Lessee must operate and

continue to operate, maintain and develop at the Lessee' s expense the aerodrome on

that part of the Premises as identified in the plan attached to Schedule H.

Lessee to Obtain Licences

The Lessee must at its own expense obtain and maintain at all times all licences and

approvals necessary to operate the aerodrome and permit access to the aerodrome to

all authorised persons in accordance with all laws.

7.3 Lessee to Operate Visual Aids

In performing the Lessee's Covenant under clause 7.1, the Lessee must operate and

maintain all visual aids and associated equipment in accordance with the

requirements of the Civil Avialion Act 1988.

7,4 Lessee to Provide Access

7.4.1 The Lessee must have due and continuing regard to:

(a) the reasonable needs of access to;

(b) the activities carried on or services provided or likely to be carried on or

provided at; and

(c) the activities and services connected to, associated with or incidental to

airport operations at

the aerodrome by:

(i) airline and aircraft operators;

(ii) aircraft: and

(iii) persons engaged in or proposing to engage in activities or provide

or use services

CA) carried on or provided or likely to be carried on or

provided at the aerodrome; or

(B) connected to, associated with or incidental to airport

operalions.

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7.4.2 In taking into account the matters referred to in clause 7.4.1, the Lessee must at alltimes do so subject to:

(a) reasonable terms and conditions:

(b) the terms and conditions of this Lease;

(c) all applicable legislation: and

(d) the Aeronautical Information Publications published from time to time byAirServices Australia. .

7.4.3 The reference to reasonable terms and conditions in clause 7.4.2 (a) means, withoutlimiting the generality thereof, terms and conditions which, whether by themselves orin conjunction with others, do not have as their sole or principal object the effect ortendency of preventing, restricting or discouraging the uSe (or potential use) of theaerodrome by particular users or groups of users, or potential users or groups of usersof the aerodrome.

7.4.4 This clause 7.4 does not limit the matters which the Lessee may have regard to. Inparticular the Lessee may have regard to limits on the airport capacity andmaximising income.

7.5 Lessee to Provide Safety and Security

7.5.1 The Lessee will be responsible for the safety and security of the aerodrome inaccordance with all laws.

7.5.2 The Lessee must pay all costs in complying with clause 7.5.1 and acknowledges thatit has no entitlement to be reimbursed by the Lessor for any fees paid or claimed savethose incurred as a result of a wilful act or omission or the negligence of the Lessor.

7.8 Lessee May Collect Charges

7.8.1 The Lessee has the right to determine and collect ch�ges on aerodrome operationsother than those imposed by AirServices Australia under the Air Services Act 1995and Regulations to fund the cost of developing, operating and maintaining theaerodrome.

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10. AIR TRAFFIC SERVICES AND RESCUE AND FIRE FIGHTING SERVICES

The Lessee must ensure that all air traffic services. rescue and fire fighting services

and navigation services are provided in accordance with all applicable legislation.

11. ACCESS FOR EMERGENCY OR DISASTER RELIEF

11.1 Access to Premises for defence.related purposes and for emergency or disaster

relief

ll.l.! The Lessor may. by notice gi ven to the Lessee:

(a) require that access be given to specified kinds of airport services for

specified kinds of defence-related purposes: or

(b) require that priority of access be given to specified kinds of airport services

for specified kinds of defence-related purposes.

11.1.2 The manner in which that access. or priority of access. is to be given is to be set out

in the notice.

11.1.3 Subject to clause 11.2. the terms and conditions on which that access. or priority of

access, is to 'be given are to be set out in the notice.

11.1.4 The Lessee must comply with a notice given to it under clause 11.1.1.

11. 1.5 In this clause 11.I:

airport service means a service provided at the Premises. where the service is

necessary for the purposes of operating andlor maintaining civil aviation services at

the Premises. and includes the use of facilities at the Premises for those purposes.

defence.related purposes means a purpose related to any of the following:

(a) the defence of Australia;

(b) the operation of the Australian Defence Force in connection with the

defence of Australia;

(c) the operation of an aircraft owned by the armed forces of a foreign country,

where that operation is in accordance with an arrangement approved by theAustralian Defence Force; or

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(d) JI

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the management of an emergency or a disaster (whether natural orotherwise), where that management involves the Australian Defence Force.

11.2 Compensation for access to the Premises for defence-related purposes and foremergency or disaster-relief

11.2. I. If a notice under clause 11.1.1 relates to any of the following purposes:

(a) the defence of Australia:

(b) the operation of the Australian Defence Force in connection with the

defence of Australia: or

(c) the operation of an aircraft owned by the armed forces of a foreign country,

where that operation is in accordance with an arrangement approved by the

Australian Defence Force;

the notice must specify the Department of Defence as the designated agency in

relation to the notice. .

11.2.2 If a notice under clause 11.1.1 relates to the management of an emergency or a

disaster (whether natural or otherwise), the notice may specify:

(a) the Department of Defence; or

(b) any other Lessor agency that is involved in the management of the

emergency or disaster;

as the designated agency in relation to the notice.

11.2.3 If:

(a) a notice under clause 11.1.1 is given to the Lessee; and

(b) the Lessee suffers loss or damage in consequence of the giving of access, or

the giving of priority of access, in accordance with the notice,

the Lessor is liable to pay to the Lessee an amount equal to the loss or damage.

(a) the Lessee; and

(b) the head of the designated agency in relation to the notice (on behalf of the

Commonwealth):

do not agree on the amount of loss or damage mentioned in clause 11.2.3. the person

may recover the amount of the loss or damage by action against the Lessor in a court

of competent jurisdiction.

11.2.5 In determining the amount of any 1055 or damage mentioned in clause 11.2.4, regard

must be had to anything done in mitigation of the loss or damage (including anYremedial work).

11.2.6 In this clause 11.2;

agency means:

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(a) a Department: or

(b) an agency or instrumentality of the Commonwealth.

12. AIRSERVICES AUSTRALIA AND BUREAU OFMETEOROLOGY SERVICES

12.2 AirServices Australia and Bureau of Meteorology

12.2.1 The Lessee must ensure that AirServices Australia and the Bureau of Meteorology

have unfettered access to any property owneli by them on the Premises.

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To Provide Access to the Lessor

The Lessee must permit entry to the Premises at times acceptable to the LesseeaCllng reasonably by:

(a) the �essor. firsdy having given to the Lessee seven (7) days notice inwnllng (except In the case of emergency when notice will not be required)to Inspect the state of repair accompanied by a representative of the Lessee.

and to serve upon the Lessee a notice of any defect requiring the Lessee torepair in accordance wilh the Lessee's Covenants:

(b) the Lessor and its contractors at all reasonable times upon giving to theLessee reasonable notice (except in the case of emergency when notice willnot be required) for lhe purpose of:

(i) complying with any request. requirement. notification or order of

any authority having jurisdiction or authority over or in respect of

the Premises for which lhe Lessee is not liable under this Lease; or

(ii) or carrying out repairs. renovations. maintenance, modifications.

extensions. alterations or replacements to the Premises and all

plant. machinery and other equipment within the Premises that the

Lessor is obliged to carry out or that the Lessee has consented to

which consent cannot be unreasonably withheld

PROVIDED THAT in the exercise of this right the Lessor must use its best

endeavours to carry out any such entry, alterations or repairs without undue

interference to the occupation and use of the Premises by the Lessee;

(c) the Lessor. intending lessees and others subject to the prior consent of the

Lessor upon reasonable notice at all reasonable times during the last six (6)

months of the Term (or at any time during the Term in respect of

prospective purchasers accompanied by a representative of the Lessee) for

the purpose of viewing the Premises: and

(d) the Lessor to affix sale or re-letting signs or notices to the Premises upon

reasonable notice at all reasonable times during the last six (6) months of

the Term (or at any time during the Term in respect of sale signs or notices)

and not to remove. damage. obscure any sign or notice. allow. or cause any

sign or notice to be removed, damaged or obscured.

lCAuslralian Government Solicilor

-AYR/on Airport Head Lease

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14.4 Acknowledgment of Lessor's Statutory Powers

The Lessee acknowledges that nothing in this Lease is to restrict, limit or otnerwise

affect the Lessor's power, right, duty under any Commonwealth Act, Regulation or

otner instrument under any Act or Regulation.

14.5 Lessee not to Interfere with Lessor's Statutory Power

The Lessee must not do anything which will or is likely to interfere with the exercise

of the Lessor's power, right or duty under any Commonwealth Act. Regulation or

other instrument under any Act or Regulation.

15. INFECTIOUS DISEASES, VERMIN

15.1 Requirements of Authorities

IS.l.! The Lessee must at its own expense comply with all laws in reference to notifiable

diseases at the Premises.

@Auslrafian Govemmenr Solicitor

-Avalon Airport Head Lease

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15.1.2 In the even! that there is an outbreak of any notifiable infectious disease. and theLessee is required to fumigate and disinfect the Premises. the Lessee must promptlyupon becoming aware of the same notify the Lessor or such other persons as mayhave been notified by the Lessor.

17. HAZARDOUS MATERIALS AND ASBESTOS

17.1 No Asbestos or Hazardous Substance in Materials

The Lessee must ensure that no materials containing asbestos or other hazardous

substance are used in the Premises after the Date of Commencement. or any worksundertaken or in fixtures or finings to be supplied. incorporated. installed or erectedin the Premises or the Services.

@AuSlrali411 Government Solicitor Avalon Aimolt Head L....

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17.2 Definition of Hazardous Substance

For the purposes of clause 17 "hazardous substance" means a substance which harmsor has the potential to harm the health or safety of persons. The criteria for

determining whether a substance is hazardous is that set out in the National

Occupational Health and Safety Commission ("Guidance Note for Detel1Tlining and

Classifying Hazardous Substances. June 1991") published by the Australian

Government Publishing Service. Canberra 1991 (as amended from time to lime).

17.3 To be Removed at Lessee's Cost

Should asbestos or other hazardous substance be discovered at any time as a result of

materials used in the Premises by the Lessee. or any works undertaken or in fixtures

or fittings to be supplied, incorporated, installed or erected in the Premises or the

Services by the Lessee subsequent to the Date of Commencement. then the Lessee

must at its own expense promptly and in a safe manner remove the asbestos or other

hazardous substance or undertake any other remedial action consistent with the

requirements of the applicable Commonwealth or Victorian law.

17.4 Asbestos Code oC Practice

Any removal of asbestos pursuant to clause 17.3 must be in accordance with the

NHS Commission's guidelines set out in the "Asbestos Code of Practice and

Guidance Notes, Australian Government Publishing Service, Canberra 1991" (as

amended from time to time).

17.5 Nothing in this clause prevents the Lessee from storing hazardous substances on site

that are used by the Lessee or any sub-lessee or licensee in the conduct of business

on the Premises provided that such business is consistent with the use oC the

Premises set out in clause 7.

17.6 Comply with all laws

The Lessee must comply with all its obligations under Commonwealth and State

legislation in connection with occupational, health and safety.

@AustrilJian Government Solicitor Avalon Airport Hc�d I.c4se

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_____I_�Au.stralian Government Solicitor Avalon AilJlon Head Lease

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eAusU'�lian Government Solicitor Av�lon Airpon He�d Lease

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20. REMOVAL OF LESSEE'S FIXTURES

20.1 Removal and Making Good

At or immediately prior to the expiry or earlier termination of the Term. the Lessee

must vacate and yield up to the Lessor the Premises and all signs. fixtures. fittings.

plant. equipment and other articles upon the Premises other than signs. tenant's

flxtures, fittings. plant, equipment and other articles which arc owned or installed by

or for the Lessee. The Lessee must make good to the reasonable satisfaction of the

Lessor any damage occasioned by such the removal of any signs. tenant's fixtures,

fittings, plant. cquipment and other articles which arc owned or installed by or for the

Lessee prior to the expiry or earlier termination of the Term.

20.2 Non-Removal will be Deemed Abandonment

20.2.1 All Lessec's fixtures not removed at the expiry or earlier termination of the Term

will be deemed abandoned by the Lessee and will become the absolute property of

the Lessor and may be disposed of by the Lessor as it thinks fit or may be sold or

stored in the absolute discretion of the Lessor at the cost of the Lessee.

20.2.2 The Lessor must use its best endeavours to obtain storage costs at a reasonable price.

21. EXTERNAL SIGNS

21.1 Thc Lessee must upon vacating the Premises. unless the Lessor otherwise requests.

remove any signs. names. advertisements or notices erectcd. painted. displayed.

affixed or exhibited upon or within the Premises. whether erected by the Lessee or by

the Lessor for the Lessee. and will make good disfigurement caused by reason of the

foregoing.

@AU5lralian Governm�nl Soliciror ,\ •• _1 __ 4! __ I. ,�

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LESSOR'S COVENANTS

25. QUIET ENJOYMENT

25.1 Lessor to Give Quiet Enjoyment

Subject to the Lessee paying the Rent and otherwise complying with the Lessee'sCovenants. the Lessor covenants with the Lessee that the Lessee will peaceably holdand enjoy the Premises during the Term.

OTHER COVENANTS

�AuSlralian Governmenl SoliCitor

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@AuslIalian Government Solicitor Avalon Aimorl' H,.,m I '.IKI!

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@AUSllalian Goy.mmenl Solicilor

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32. RESERVATIONS

32.1 Easements

The Lessor reserves the right for the purpose of the provision of public or private

access to and egress from the Premises, adjoining lands. or support for structures

erected on, or services to (including water, sewerage, drainage, gas and electricity

supply, and telephonic and electronic communication services) the Premises or

adjoining lands, to grant easements. or enter into any arrangement or agreement with

any of the owners, tenants. occupiers or others interested in any land adjacent or near

to the Premises or with any public authority as the Lessor thinks fit, and it may

likewise for any of these purposes dedicate land. transfer. grant or create any

casement. privilege or other right in favour of such parties or in favour of any such

adjoining or neighbouring land or any public authority over or affecting the

Premises, and this Lease will be deemed to be subject to any such agreement.

arrangement. right, easement or privilege.

32.2 No Derogation

Notwithstanding the reservation contained in clause 32.1, the Lessor in exercise of

the rights conferred must not dedicate land or transfer, grant or create any easement

privilege or other right to any other person which will:

(a) materially derogate from the enjoyment of rights conferred on the Lessee by

this Lease; or

(b) materially adversely affect the profitability of the business carried out by the

Lessee or any sub-lessee or occupier at the Premises.

32.3 Lessee's Entitlement to Compensation

32.3.1 Where any of the Lessee's rights under this Lease have been materially adversely

interfered with as a result of the Lessor exercising its rights under this clause 32. the

Lessee is entitled to request compensation from the Lessor.

32.3.2 The amount of compensation must be assessed:

(a) by agreement between the parties; or

@Austr.lian Government Solicitor Av.lon Aimorl Road I.ea.�e

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(b) if the Lessor and the Lessee do not reach agreement. as if the exercise of theright by the Lessor was a compulsory acquisition of an interest in land underthe Lands Acquisition Act /989.

34. DAMAGE AND DESTRUCTION

[Deleted]

35. WARRANTIES

35.1 Except as may be contained in this Lease and the Lessee acknowledges and declares

it has not been induced to enter into the Lease by reason of any promise,

representation. warranty. guarantee or undertaking as to the use to which the

Premises may be put or any other matter whatsoever made or given by the Lessor.

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39. EXCLUSION OF STATUTORY PROVISIONS

Transfer of Land Act 1988 (Vie)

The covenants. powers and provisions implied in leases by virtue of the Transfer ofLand Acr/958 (Vie) are excluded from this Lease.

@AustnJUan Government Solicitor

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46. LESSOR MAY ACI' BY AGENT

46.1 Unless otherwise stipUlated in this Lease, all acts and things which the Lessor is

required or empowered to do under this Lease may be done by the Lessor or the

solicitor. agent, contractor or employee of the Lessor.

46.2 The Lessor must notify the Lessee of the names and addresses of .authorised

solicitors, agents, contractors and employees before the Lessee is obliged to deal

with them.

47. EXERCISE OF POWERS

The Lessor may exercise the Lessor's Powers without any proof of default by the

Lessee, or the continuance of that default, or any notice being required (other than as

provided in this Lease) and notwithstanding any laches, neglect or previous waiver

by the Lessor in respect of any of the Lessee's Covenants or the exc:;rcise of any of

the Lessor's Powers.

48. STATUTORY POWERS

The powers conferred by or under any statute will (except to the extent that they are

inconsistent with the terms and provisions expressed in this Lease) be in

augmentation of the Lessor's Powers.

49. GOVERNING LAW

49.1 Governing law

This Lease will be construed in all respects and take effect in accordance with the

laws for the time being in force in the State of Victoria and any dispute between the

Parties relating to this Lease are governed by those laws.

49.2 Jurisdiction of the courts

Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction

of the courtS of Victoria and the couns entitled to hear appeals from those courtS inrespect of any maller or dispute arising out of or in connection with this Lease.

<OAusrraJian Government SoJicirnr

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50. GOOD FAITH

50.1 The Lessor and the Lessee must act in Good Faith towards onc another in theperformance of this Lease. I .

50.2 Good Faith includes:

(a) being fair, reasonable and honest:

(b) doing all things reasonably expected by the other party and the covenants of

this Lease; and

(c) not acting so as to restrict the other party's performance.

50.3 The Lessor does not expressly or impJiedly covenant that the Land is or will be

zoned for any purpose required by the Lessee and all warranties (if any) as to zoning

of the Land are hereby expressly negatived.

51. RELEASE OF LESSOR.

[Deleted]

52. CONFIDENTIALITY

[Deleted]

�Austrlllian Government Solicitor Anion Airport Head Lease

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55. ENTIRE AGREEMENT

The terms of this Lease constitutes the entire agreement between the parties for the

subject matter referred to in this Lease and all prior arrangements. agreements,

representations and undertakings will have no effect. No modification or alteration of

any clause of this Lease will be valid except in writing signed by each party.

56. STATE PLANNING LAWS

If at any time during the Term. State planning laws become applicable to thePremises as State laws then the parties will confer in accordance with clause 1.2.

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�AlIStr:I1jan Government Solicilor Av.lon Airpon HClld Lease

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eAuslraJian Government Solicitor Ava/on Airpon Head Lease

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SCHEDULEE

Clause /2.1.2

Acknowledgment

TO: AVALON AIRPORT GEELONG PTY LIMITED

I acknowledge and agree to continue to observe the tenns and conditions under the

[agreemenrldeed] dated [date] between me and Avalon Airport Geelong Pty Limited.

Dated this day of 1996

••••••••••••••••••••••••u .

-Avalon Airport Geelong Pty Limited

••••••••••••••••••• 0 ••••••••••••••• , .

For and on behalf of

[name a/Third Parry]

(!;)Ausll":l1ian Government SolicitorAv.lnn Airnon He:u:l Leas.

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SCHEDULE F

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