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Exhibit
10.2
DATED February 6,
2008
Canary Wharf (Car Parks)
Limited
as Landlord
Canary Wharf Holdings
Limited
as Landlord’s
Surety
Canary Wharf Management
Limited
as Management
Company
Moody’s Investors
Service Limited
as Tenant
Moody’s
Corporation
as Guarantor
AGREEMENT FOR
LEASE
relating to Storage Facility,
Canada Square Car Park, Canary Wharf Estate
Contents
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| Clause |
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Name |
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Page |
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1
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Definitions and interpretation |
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1 |
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2
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The
Landlord’s Works |
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4 |
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3
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Occupation of the Premises before the grant of the
Lease |
|
5 |
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4
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The grant
of the Lease |
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5 |
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5
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Terms of
the Lease |
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5 |
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6
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Measurement |
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6 |
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7
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Alienation of agreement for lease |
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6 |
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8
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Arbitration |
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7 |
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9
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Title |
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7 |
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10
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Representations |
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7 |
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11
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Termination upon the Tenant’s default |
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8 |
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12
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Termination of this Agreement |
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9 |
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13
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Continuation of this Agreement after grant of the
Lease |
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9 |
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14
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Notices |
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9 |
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15
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Value
added tax |
|
9 |
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16
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Guarantees |
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10 |
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17
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Superior
Landlord |
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10 |
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18
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Limitation of the Landlord’s liability |
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11 |
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19
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Landlord’s consents |
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11 |
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20
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Contracts
(Rights of Third Parties) Act 1999 |
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11 |
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21
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Agreement
to exclude security of tenure |
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11 |
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| Execution Page |
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14 |
DATED
PARTIES
| (1) |
CANARY WHARF (CAR PARKS) LIMITED (company no. 3682170)
whose registered office is at One Canada Square Canary Wharf London
E14 5AB (the “Landlord”) |
| (2) |
CANARY WHARF HOLDINGS LIMITED (company no. 02798284)
whose registered office is at One Canada Square Canary Wharf London
E14 5AB (the “Landlord’s Surety”) |
| (3) |
CANARY WHARF MANAGEMENT LIMITED (company no. 2067510)
whose registered office is at One Canada Square Canary Wharf London
E14 5AB (“the Management Company”) |
| (4) |
MOODY’S INVESTORS SERVICE LIMITED (company no.
01950192) whose registered office is at 2 Minster Court, Mincing
Lane, London EC3R 7XB (the “Tenant”) |
| (5) |
MOODY’S CORPORATION of 7 World Trade Center New
York NY 10007 USA (hereinafter called the
“Guarantor”) |
OPERATIVE PROVISIONS
| 1 |
DEFINITIONS AND INTERPRETATION |
“ Building
” means the building of which the Premises form part and a
reference to the Building is to the whole or a part of it as the
circumstances may require.
“ CDM
Regulations ” means the Construction (Design and
Management) Regulations 2007.
“ Code of Measuring
Practice ” means the code of measuring practice published
on behalf of the Royal Institution of Chartered Surveyors (Sixth
Edition dated 2007 and not, for the avoidance of doubt, any updated
edition).
“ Force Majeure
” has the same meaning as given to that expression in the
Main Agreement mutatis mutandis.
“ Group Company
” has the same meaning as given to that expression in the
Main Agreement.
“ Guarantor
” means Moody’s Corporation.
“ Independent
Measurer ” has the meaning given to that expression in
the Main Agreement.
“ Interest Rate
” means three (3) per centum per annum above the base
rate of Barclays Bank plc in force from time to time or, if such
base rate shall be incapable of determination three (3) per
centum per annum above a rate reasonably equivalent to such base
rate.
1
“ Landlord
” means Canary Wharf (Car Parks) Limited and includes its
successors in title and assigns.
“ Landlord’s
Works ” means the works to be carried out by the Landlord
in altering the Premises as shown in the Plans including any
subsequent variations made under this Agreement.
“ Landlord’s
Works Completion Date ” has the meaning given to that
expression in clause 2.5
“ Landlord’s
Works Target Date ” means 30 June 2009 as extended
day for day by Force Majeure
“ Lease ”
means the lease to be granted by the Landlord to the Tenant in
accordance with the provisions of this Agreement, the form of which
is annexed to this Agreement as Annexure 2.
“ Main
Agreement” means the Agreement dated the date hereof and
made between (1) CWCB Properties (DS7) Limited (2) CWCB
Properties (DS7) Limited and CW Leasing DS7F Limited
(3) Canary Wharf Holdings Limited (4) Moody’s
Investors Service Limited and (5) Moody’s
Corporation.
“Main
Lease” shall mean the lease of floors 12 to 16
(inclusive) granted pursuant to the Main Agreement.
“ Net Internal
Area ” means the net internal area expressed in square
feet of the Premises and measured for the purposes of ascertaining
the Net Internal Area under this Agreement in accordance with the
Code of Measuring Practice but so that for the avoidance of doubt
in the case of any conflict between the Code of Measuring Practice
and this definition it is agreed that this definition shall
prevail
“ Plans ”
means the plans, drawings and specifications relating to the
Landlord’s Works signed by the parties and annexed to this
Agreement as Annexure 1.
“ Planning Acts
” means “the consolidating Acts” as defined in
the Planning (Consequential Provisions) Act 1990 and any other
legislation relating to town and country planning in force from
time to time.
“ Premises
” means the Demised Premises (as defined in the Lease) and a
reference to the Premises is to the whole or a part of them as the
circumstances may require.
“ Public
Requirements ” means a notice, order or proposal given or
made (whether before or after the date of this Agreement) by a body
acting on statutory authority.
“ Quarter Day
” means each of 1 January, 1 April, 1 July and
1 October.
“ Rent Commencement
Date ” has the meaning given to that expression in the
Main Lease.
“ Requisite
Consents ” means those permissions, consents, approvals,
licences, certificates and permits in legally effectual form as may
be necessary lawfully to commence, carry out, maintain and complete
the Landlord’s Works.
“ Superior
Landlord ” means the holder of the reversion, whether
immediate or not, to the leasehold interest in the Premises held by
the Landlord.
2
“ Superior Lease
” means the Lease dated 26 March 1998 between
(1) Canary Wharf Investments Limited (2) Canary Wharf
Limited (3) CW Investments (Phase 1) Limited
(4) Canary Wharf Management Limited.
“ Tenant ”
means Moody’s Investors Service Limited.
“ Value Added
Tax ” and “ VAT ” mean value added tax
imposed by Value Added Tax Act 1994 and any other tax whether
imposed in the United Kingdom (instead of or in addition to Value
Added Tax) or elsewhere from time to time of a similar fiscal
nature;
“ VAT Group
” means a group for the purposes of the VAT Grouping
Legislation;
“ VAT Grouping
Legislation ” :-
- Sections 43 to 43D of Value
Added Tax Act 1994; and
- Value Added Tax (Groups:
Eligibility) Order 2004 SI 2004/1931
“ Working Day
” has the meaning given to that expression in the Main
Agreement.
| 1.2 |
Any obligation on a party to this Agreement to do any act
includes an obligation to procure that it is done. |
| 1.3 |
Where the Tenant is placed under a restriction in this
Agreement, the restriction includes the obligation on the Tenant
not to permit the infringement of the restriction by any
person. |
| 1.4 |
The Clause and paragraph headings in this Agreement are for
ease of reference only and are not to be taken into account in the
construction or interpretation of any provision to which they
refer. |
| 1.5 |
Unless the contrary intention appears, references: |
| |
(a) |
to defined terms are references to the relevant defined term in
Clause 1.1; |
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(b) |
to numbered Clauses and Schedules are references to the
relevant Clause in, or Schedule to, this Agreement; and |
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(c) |
to a numbered paragraph in any Schedule are references to the
relevant paragraph in that Schedule. |
| 1.6 |
Words in this Agreement denoting the singular include the
plural meaning and vice versa. |
| 1.7 |
References in this Agreement to any statutes or statutory
instruments include any statute or statutory instrument amending,
consolidating or replacing them respectively from time to time in
force, and references to a statute include statutory instruments
and regulations made pursuant to it. |
| 1.8 |
Words in this Agreement importing one gender include both other
genders and may be used interchangeably, and words denoting natural
persons, where the context allows, include corporations and vice
versa. |
| 1.9 |
When at any time the parties of the third or fourth parts to
this Agreement are two or more persons, the expression the “
Tenant ” and the “ Guarantor ”
includes the plural number and obligations in this Agreement
expressed or implied to be made with or by the Tenant or the
Guarantor are to be treated as made with or by such individuals
jointly and severally. |
3
| 1.10 |
The Landlord has agreed at the request of the Guarantor to let
the Premises to the Tenant subject to the terms of this
Agreement. |
| 2.1 |
Subject to obtaining the Requisite Consents (which the Landlord
shall use all reasonable endeavours to obtain) the Landlord is to
use reasonable endeavours to carry out and complete the
Landlord’s Works by the Landlord’s Works Target Date,
as such date shall be extended day for day by Force
Majeure. |
| 2.2 |
The Landlord shall (save to the extent it is prevented from so
doing by Force Majeure and subject to the obtaining of all
Requisite Consents) at its own cost and expense procure the
execution of the Landlord’s Works and each and every part of
them: |
| |
(a) |
in a good substantial and workmanlike manner and according to
good building practice generally accepted in England and Wales at
the date of this Agreement; |
| |
(b) |
using the standard of skill and care in procuring the design of
the Landlord’s Works as would be expected of a developer
which is experienced in carrying out works similar to the
Landlord’s Works; |
| |
(c) |
using good quality materials, goods and equipment;
and |
| |
(d) |
in accordance with and subject to:- |
| |
(i) |
the Requisite Consents |
| |
(ii) |
all Public Requirements and relevant regulations current at the
time of execution of the Landlord’s Works which shall affect
the execution and carrying out of the Landlord’s
Works |
| |
(iv) |
the terms of this Agreement |
| |
(e) |
with due diligence (subject always to any Force
Majeure). |
| 2.3 |
If any of the materials required for the Landlord’s Works
are not obtainable within a reasonable and proper time or at a
reasonable and proper cost, the Landlord may substitute such other
materials as are of equivalent or superior standard and which are
obtainable. |
| 2.4 |
The Landlord may from time to time make such variations to the
Plans as may in the circumstances reasonably be necessary, but, if
the variations would have the effect of altering the location or
reducing the size or the amenities of the Premises, the Landlord
may not do so without the consent of the Tenant (such consent not
to be unreasonably withheld). |
| 2.5 |
The Landlord
is to notify the Tenant promptly in writing after the Landlord is
satisfied that the Landlord’s Works have been completed (the
“Landlord’s Works Completion Date”). and in any
event shall procure that the Tenant shall be given not less than
fourteen (14) days’ notice in writing of the intention
of the Landlord
|
4
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to carry out an inspection
of the Landlord’s Works with a view to the issue of a
certificate stating that such works are practically complete. Such
notice shall state the proposed date and time of such inspection
and the Tenant or a representative of the Tenant will be permitted
to accompany the Landlord on such inspection. The Landlord shall
have regard to but shall not be bound by any representations made
by the Tenant during such inspection or made forthwith in writing
thereafter as to the state and condition of the Landlord’s
Works.
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| 3 |
OCCUPATION OF THE PREMISES BEFORE THE GRANT OF THE
LEASE |
| 3.1 |
This Agreement does not operate as a lease and until the grant
of the Lease: |
| |
(a) |
any occupation of the Premises by the Tenant before the grant
of the Lease is to be by way of licence only; and |
| |
(b) |
the Tenant does not have, nor is it entitled to any, estate,
right or interest in the Premises either as completed or in the
course of construction, or in any materials. |
| 3.2 |
Until the grant of the Lease the parties are liable to observe
and perform the same obligations as are imposed by the covenants on
their respective parts and the conditions to be contained in the
Lease as they become applicable to the Premises and insofar as they
are not inconsistent with this Agreement. |
| 3.3 |
With effect from the times set out in Clause 5 (Terms of
the Lease ) until the grant of the Lease, the Tenant will pay
by way of licence fees sums equal in the aggregate to and payable
in the same manner and times as the yearly rent, the additional
rent and other monies as would be payable by the Tenant under the
Lease if it had been granted Provided always that the Tenant shall
not be obliged to pay a licence fee equivalent to the yearly rent
reserved by the Lease for any period prior to the Rent Commencement
Date. |
| 3.4 |
Any such payment of licence fees is to be reckoned as payment
for the period to which it relates of the yearly rent, the
additional rent and other monies as would have been payable under
the Lease for that period if the Lease had been
granted. |
| 4.1 |
The Landlord (at the direction of the Landlord’s Surety)
will grant and the Tenant will accept the grant of the Lease within
ten (10) Working Days of the Landlord’s Works Completion
Date. |
| 4.2 |
The Landlord is to procure that its solicitors prepare the
engrossments of the original and the counterpart of the Lease and
send the engrossment counterpart to the Tenant or to the
Tenant’ |
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