exv10w27



 






Page 1 of 10


EXHIBIT 10.27




AGREEMENT dated the 15th day of October 2004 between






BRISTOW HELICOPTER GROUP LIMITED a Company incorporated under the Companies
Acts and having its registered office at Redhill Aerodrome, Redhill, Surrey
(hereinafter called “the Company”) of the first part



and





Richard David Burman of 8, Moray Place, Aberdeen AB15 4AF (hereinafter called
the “Executive”)  of the second part


WHEREAS the Executive is employed by the Company and it is desired to regulate the terms of the
Executive’s employment with the Company.



NOW IT IS HEREBY AGREED as follows:





	1.	 	APPOINTMENT
	 
	 	 	The Company agrees to employ the Executive as Managing Director of the Company
(“the Appointment”) and the Executive accepts the Appointment and agrees to
serve the Company upon the terms set out in this Agreement and the Schedule
hereto. The Executive will report directly to the Board of Directors of Bristow
Aviation Holdings Limited or their authorised nominee (“Board”).
	 
	2.	 	PERIOD
	 
	 	 	The Appointment shall commence on 15th October 2004 and (subject to
the provisions in Clause 14 for earlier termination of this Agreement) shall
continue unless terminated by either:






	 	(i)	 	the Executive giving to the Company not less than 12 months previous
notice in writing to that effect; or
	 
	 	(ii)	 	the Company giving to the Executive not less than 12 months previous
notice in writing to that effect.
	 
	 	The appointment shall terminate upon the Executive attaining the age of 60 years.






	3.	 	DUTIES OF EXECUTIVE
	 
	 	 	During the continuance of the Appointment the Executive:






	(a)	 	shall perform the duties set out in the Schedule which may be amended
by the Company from time to time with the agreement of the Executive:
	 
	(b)	 	shall devote the whole of his time, attention and skill during his
agreed hours of work to the duties of the Appointment and shall
faithfully, efficiently, competently and diligently perform such
duties and exercise such powers as may from time to time be assigned
to or vested in him and shall obey all reasonable and lawful
directions given to him by or under the authority of the Board of
Directors and use all reasonable endeavours to promote and extend the
Company’s business, to protect and further the interest and reputation
of the Company and its Associated Companies. The agreed hours of work
of the Executive shall be normal business hours and such other hours
as may be required for the proper performance of the duties of the
Appointment. The Working Time Regulations 1998, effective from
1st October 1998, state that a worker’s average working
time shall not exceed 48 hours per week on average over a 17 week
period, unless the worker agrees in writing that the limit shall not
apply. The Executive hereby agrees that there may be occasions when he
may work in excess of an average of 48 hours per week. The Executive
shall not be entitled to receive any additional remuneration for work
outside the normal hours;
	 
	(c)	 	may be required in pursuance of his duties hereunder to perform
services not only for the Company but also for any




 









 






Page 2 of 10



	 	 	Associated Company
and without further remuneration (except as otherwise agreed) to
accept such offices in any Associated Company as the Company may from
time to time reasonably require;
	 
	(d)	 	may be required to travel within the United Kingdom and elsewhere
abroad in the performance of his duties on such occasions as the Board
may from time to time reasonably require. The Executive’s normal place
of work shall be at Redhill or at such other place within 50 miles
thereof as the Company may reasonably specify or elsewhere as agreed
between the Executive and the Company;
	 
	(e)	 	shall not during the term of this Agreement (except with the Company’s
prior consent in writing) be directly or indirectly engaged or
concerned whether as principal, servant, agent, consultant or
otherwise in the conduct of any other business nor shall he be
directly or indirectly interested in any such business save through
his holding or being interested in investments (quoted or unquoted)
not representing more than five per centum of the issued securities of
any class of any one company;
	 
	(f)	 	shall abide by the terms and conditions applicable to the Appointment
as are contained in the Company Administration Manual which may be
reviewed upon request and of which relevant changes will be notified
when they occur.






	4.	 	SALARY
	 
	 	 	During the continuance of the Appointment the Company shall pay to the
Executive salary at the rate of £135,000 per annum or such higher rate as may
from time to time be agreed such salary to be subject to review annually in
accordance with the Company’s normal practice. The said salary (less tax and
statutory deductions) shall be payable to the Executive by equal monthly
payments in arrears each such payment being made by no later than the last day
of each month. The said salary shall be deemed to accrue on a daily basis. The
Executive shall also be entitled to be a member of the Incentive Scheme with a
target bonus of 40% (in accordance with Company policy from time to time) and
will be proposed for membership of the approved Share Option Scheme (in
accordance with Company policy from time to time).
	 
	5.	 	EXPENSES
	 
	 	 	During the continuance of the Appointment the Company shall refund to the
Executive subject where appropriate to the production of vouchers, all
out-of-pocket expenses reasonably incurred by him in the proper performance of
his duties including (but not limited to) expenses of entertainment, hotel,
subsistence and travelling in accordance with normal Company procedures.
	 
	 	 	[written insertion: The Executive will also be reimbursed, subject to the
production of vouchers, subscription costs and annual fees for membership of a
local club (e.g. golf club)] In addition the Company shall refund to the
Executive subject to the production of vouchers, school expenses for the
Executive’s son, Jamie Burman, up to the age of eighteen years or the
completion of Year 13 whichever is the later date, subject to a maximum payment
of £3,000 per term or £9,000 per annum whichever is the lower. In addition the
Company shall refund to the Executive subject to the production of vouchers,
reasonable removal expenses at the discretion of the Board for one move from
Aberdeen to a residence not more than 50 miles from the Company’s Registered
Office. [written insertion: Such expenses shall include, but not be limited to,
all costs directly related to the sale of the Executive’s residence in Aberdeen
as well as those related to the purchase of the Executive’s residence in the
Redhill area.] Should the Executive give notice to the Company of termination
of employment under Clause 2 of this Agreement within two years of the date of
appointment then all expenses paid by the Company to the Executive in respect
of removal expenses are recoverable by the Company from the Executive and the
Executive agrees that such sums can be deducted from any payments due to the
Executive from the Company on such termination.
	 
	6.	 	HOLIDAYS
	 
	 	 	During the continuance of the Appointment the Executive shall be entitled
without loss of remuneration to twenty-five working days holiday in each year
(in addition to Bank and other public holidays) to be taken at such time or
times as the Board may approve. Neither Saturday nor Sunday shall be regarded
as a working day. For the purpose of holiday entitlement the year commences on
the date of joining the Company. If employment ceases before the end of such
year, any holiday taken in excess of entitlement will be evaluated and deducted
from final salary payment. Holiday accrued but not taken will not normally be
carried over into the subsequent year.





 









 





Page 3 of 10




	7.	 	INCAPACITY
	 
	 	 	The following are the conditions that govern payment during absence due to
sickness and/or accidents.
	 
	a)	 	Periods during which payment of wages or salary will be made
	 
	 	 	Payment of salary during sickness or accident absences will be made for up to
26 weeks during any one calendar year, i.e. from January to December, or any
consecutive period of sickness or accident absence whichever is the greater.
	 
	b)	 	Requalifying for salary payment after entitlement exhausted
	 
	 	 	For the purpose of calculating entitlement to payment of salary during sickness
or accident absences, if the Executive is absent through sickness or accident
at the end of a calendar year and has exhausted entitlement to payment during
sickness or accident in such calendar year, (or carried entitlement for payment
during a consecutive period of absence, from one calendar year to another), he
shall have no entitlement to payment during sickness or accident in the next
following calendar year until normal duties have been resumed for a period of 2
weeks following a certificate of fitness for duty.
	 
	c)	 	Certification of sickness 
	 
	 	 	A self-certified medical certificate shall be provided by the Executive from
the first day of sickness or disability up to and including the 7th day.
Thereafter, a medical certificate from a properly qualified medical
practitioner shall be provided by the Executive at weekly or other such
intervals as may be required by the Company.
	 
	8.	 	PENSIONS & LIFE ASSURANCE
	 
	 	 	The Company shall contribute an amount equivalent to 121/2% of the Executive’s
salary as set out in Clause 4 to the Executive’s account in a Group Personal
Pension Plan. Such payments shall be made by monthly installments. The Company
shall include the Executive in the Company’s Life Assurance arrangements
whereby Life Assurance benefit will be payable in an amount of four times
salary as set out in Clause 4. If the Executive dies whilst in the employment
of the Company payment of any benefit is subject to the insurers accepting the
claim and making payment to the Company.
	 
	9.	 	MEDICAL EXPENSES INSURANCE
	 
	 	 	The Executive and his wife and eligible children shall be entitled during the
period of the appointment to participate at the Company’s expense in the
Company’s private medical expenses scheme subject always to the rules of such
scheme.
	 
	10.	 	PERSONAL ACCIDENT INSURANCE
	 
	 	 	Subject to the conditions set out below Personal Accident Benefit will be
payable in an amount of four times salary as set out in Clause 4 if the
Executive suffers accidental bodily injury during the course of employment with
the Company which results in:






	 	(i)	 	Death — (such benefit being additional to any life assurance payment
being payable in accordance with Clause 8).
	 
	 	(ii)	 	Disablement — loss of one or two limbs (loss of use or separation above wrist or ankle).
	 
	 	(iii)	 	Disablement — loss of sight of one or both eyes (total or permanent).
	 
	 	(iv)	 	Permanent disablement from any other cause precluding the Executive
from carrying out his normal duties.






     The following conditions apply:



 









 





Page 4 of 10




	 	a)	 	The Company insures the benefit referred to above and accordingly the
provisions of this schedule are intended only as a guide to the cover.
Payment of any benefit is subject to the insurers accepting the claim
and making payment to the Company.
	 
	 	b)	 	The death or disablement must have resulted from an accident occurring
during the period of employment.
	 
	 	c)	 	1)     Immediate notice must be given to the Company of any accident
likely to result in a claim under this Clause.






	 	2)	 	The death or disablement must have occurred within 36 months of the date of the accident.






	 	d)	 	No benefit will be payable if (amongst other things) the Executive
caused or contributed to the death, disablement or accident by
intentional self-injury, suicide or attempted suicide, deliberate
exposure to danger (except in an attempt to save human life or prevent
the destruction of property) or any criminal act. Further details of
the exceptions are set out in the Company Administration Manual.
However the policy wording itself should be referred to for the
definitive terms and conditions.
	 
	 	e)	 	Any benefit payable under this Clause will be paid to the Executive or
his personal representatives provided that the Company may within 6
years after the accident, if the Company shall in its absolute
discretion think fit, pay the benefit instead to any one or more of
the wife, widow, child or children or other relations of the Executive
or any other person who in the opinion of the Company was dependant on
the Executive.
	 
	 	f)	 	If any other claim against the Company in connection with the
accident, death or disablement is made by the Executive, his personal
representatives or any other person, then:






	 	1)	 	Any benefit otherwise payable under this claim shall be
reduced by any amount previously recovered in respect of
such other claim.
	 
	 	2)	 	Any benefit already paid under this clause shall, to the
extent of any award made against the Company in respect of
such other claim, either be recoverable by the Company or
set against any such award at the Company’s option.






	11.	 	MOTOR CAR
	 
	 	 	For the purpose of enabling the Executive properly to perform his duties
hereunder, subject to the Executive holding a current full drivers licence the
Company shall pay a car allowance to the value of Category A of the Company car
policy, currently £908 per month.
	 
	12.	 	REDRESS OF GRIEVANCE AND DISCIPLINARY RULES
	 
	 	 	The Executive’s route of appeal in respect of grievance to any employment issue
will always be to the Board. Details of grievance and disciplinary procedures
will be found in the Company Administration Manual.
	 
	13.	 	NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
	 
	a)	 	The Executive shall not directly or indirectly divulge or communicate
to any person (other than those within the employment of the Company
whose province it is to know the same or with the prior authority of
the Company) nor shall he make use of any of the trade secrets,
designs, techniques, design improvements, know-how, business
information, methods, lists or other confidential information of the
Company or of any Associated Company or of their respective customers
which he may (whether heretofore or hereafter) have received or
obtained while in the service of the Company or of any Associated
Company. This restriction shall continue to apply after the
termination of the Appointment.
	 
	b)	 	The Executive shall use all reasonable endeavours to prevent the
publication or disclosure of any of the trade secrets or other
confidential information of the Company or of any Associated Company
whether relating to its trade dealings, financial affairs or otherwise
which he may have received or obtained or may hereafter receive or
obtain while in the service of the Company or of any Associated
Company.





 









 





Page 5 of 10




	14.	 	TERMINATION
	 
	 	 	Without in any way limiting any rights of the Company this Agreement shall be
subject to termination by the Company by summary notice in writing if the
Executive:
	 
	(i)	 	shall have committed any serious breach of any term of this Agreement; or
	 
	(ii)	 	shall have been guilty of gross misconduct which brings the Company
or any associated company into disrepute; or
	 
	(iii)	 	shall have been found guilty of any major criminal offence resulting in a custodial penalty; or
	 
	(iv)	 	shall have been permanently admitted to hospital under the provisions
of any statute relating to mental health; or
	 
	(v)	 	shall have become bankrupt or made any formal arrangement or
composition with his creditors generally.
	 
	15.	 	PROVISIONS ON TERMINATION
	 
	 	 	All drawings, designs, photographs, plans, models, blueprints, reports,
manuals, files, notes, accounts, documents or other material and all notes and
memoranda of any trade secrets or confidential information of the Company or of
any Associated Company as shall have been made or received by the Executive
during the course of his employment (whether heretofore or hereafter) are and
shall be the property of the Company and shall be surrendered by the Executive
to someone duly authorised by the Company upon the termination of this
Agreement or at the request of the Board at any time during the course of his
employment hereunder.
	 
	16.	 	NON-COMPETITION
	 
	a)	 	In this Clause the expression “the Termination Date” means the date on
which this Agreement shall determine irrespective of the cause or
manner.
	 
	b)	 	Since the Executive has obtained or is likely to obtain in the course
of his employment with the Company knowledge of trade secrets,
designs, design improvements, know-how, techniques, methods, lists and
other confidential information relating to the Company and any
Associated Company and also to their respective customers he hereby
agrees that in addition to the restrictions contained in Clause 13 of
this Agreement he hereby covenants and undertakes with the Company and
so that each covenant and undertaking below shall be a further and
separate and severable obligation and without prejudice and in
addition to all other like obligations already or hereafter so
undertaken by the Executive that he will not whether on his own
account or jointly with or as manager, agent officer, employee,
shareholder or otherwise on behalf of any other person, firm or
company, and whether directly or indirectly and without the express
prior written consent of the Board:






	 	(i)	 	during his employment hereunder and for a period of one year following
the Termination Date be engaged, concerned or interested in or
associated with any business within the United Kingdom which is the
same as, or competes with, any business carried on by the Company or
any Associated Company on or at any time during the period of three
months ending on the Termination Date (“the Relevant Business”);
	 
	 	(ii)	 	during his employment hereunder;






	 	(aa)	 	and for a period of one year following the Termination Date, within
the United Kingdom carry on or be engaged, concerned or interested in
the sale of goods or provision of services of a kind supplied by the
Company or any Associated Company in connection with its Relevant
Business, to any person, firm or company which has at the time within
the period of two years preceding the Termination Date been a
customer of, or in the habit of dealing with, such company for such
goods or services;
	 
	 	(bb)	 	and for a period of one year following the Termination Date solicit,
interfere with or endeavour to entice away from the Company or any
Associated Company any person, firm or company who to his knowledge
is or has during the two years preceding the Termination Date been a
client, customer, correspondent or agent of, or in the habit of
dealing with, such company nor enter into a partnership or any
association whether directly or indirectly with any such person;




 









 






Page 6 of 10



	 	(cc)	 	and for a period of one year after the Termination Date, solicit,
interfere with or endeavour to entice away from the Company or any
Associated Company or offer to employ any person who on or during the
twelve months preceding the Termination Date is or was an officer or
employee of or full time consultant to, the Company or any Associated
Company;






PROVIDED ALWAYS THAT nothing in this Clause shall prohibit the Executive from
holding or being interested in investments (quoted or unquoted) not
representing more than five percentum of the issued securities of any class or
any one company.




	(c)	 	The Executive also covenants and undertakes with the Company (for
itself and as agent for each Associated Company) as a further and
separate obligation as aforesaid that, save in his proper performance
of his duties hereunder, he will not directly or indirectly during his
employment hereunder or thereafter make use of any corporate or
business name which is identical or similar to or is likely to be
confused with the corporate name or any business name of the Company
or Associated Company or which might suggest a connection with the
same.
	 
	(d)	 	While the restrictions aforesaid are considered by both parties to be
reasonable in all circumstances it is recognised that restrictions of
the nature in question may fail for technical reasons unforeseen, and
accordingly it is hereby declared and agreed that if any of such
restrictions shall be adjudged to be void as going beyond what is
reasonable in all the circumstances for the protection of the interest
of the Company but would be valid if part of the wording thereof were
deleted and/or the periods (if any) thereof reduced and/or area dealt
with thereby reduced in scope the said restrictions shall apply with
such modifications as may be necessary to make them valid and
effective.
	 
	(e)	 	The restrictions set out in this Clause 16 shall not be enforceable by
the Company against the Executive in the event of the Appointment
being terminated by the Company other than in accordance with the
provisions of Clauses 2 and 14 of this Agreement.
	 
	17.	 	INVENTIONS
	 
	 	 	In view of the fact that the business of the Company and of Associated
Companies consists in part in the development and exploitation of inventions,
techniques and methods and that it is the Executive’s responsibility to further
the interests of the Company and Associated Companies in respect thereof he
agrees that each and every discovery by him at any time whether before or after
the date hereof but after he becomes an employee of the Company whether capable
of being patented or registered or not (and whether or not made or discovered
in the course of his employment hereunder) in connection with or in any way
affecting or relating to the business of the Company or of any Associated
Company or capable of being used or adapted for use therein or in connection
therewith shall forthwith be disclosed to the Company and shall belong to and
be the absolute property of the Company or such Associated Company as the
Company may nominate for the purpose. The Executive hereby irremovably appoints
the Company to be his authorised attorney to do all such things and to execute
all such documents in his name and on his behalf as may be necessary to secure
for the Company the full benefit and advantage of the rights arising under this
Clause.
	 
	18.	 	RECONSTRUCTION OR AMALGAMATION
	 
	 	 	If this Agreement is terminated because of the liquidation of the Company for
the purpose of amalgamation or reconstruction and the Executive is offered
employment with such amalgamated or reconstructed company in a position and on
terms (mutatis mutandis) identical in all respects to the terms of this
Agreement, the Executive shall have no claim against the Company in respect of
such termination.
	 
	19.	 	DEFINITIONS
	 
	(a)	 	In this Agreement words and phrases defined in Section 736 of the
Companies Act 1985 shall bear the same meaning.
	 
	(b)	 	The following expression shall for the purposes of this Agreement have the following meanings:
	 
	 	 	“Associated Company” means any company which now or from time to time hereafter is:






	 	(i)	 	a company having an ordinary share capital of which not less than 25
per centum is owned directly or indirectly by the Company or its
holding company; or




 









 





Page 7 of 10









	 	(ii)	 	a holding company of the Company or any subsidiary of any such holding company;






	 	 	and the provisions of Section 838 of the Income and Corporation Taxes Act 1988
shall apply in determining the question of ownership;
	 
	 	 	“the Schedule” means the Schedule to this Agreement which shall form part of
this Agreement and be of full force and effect as though it were expressly set
out in the body of this Agreement.
	 
	20.	 	NOTICES
	 
	 	 	Notices may be given by either party by first class prepaid recorded delivery
letter or by facsimile transmission or telex addressed to the other, or by
personal delivery at (in the case of a notice to the Company) its registered
office for the time being and (in the case of a notice to the Executive) his
last known address and in the case of a letter shall be deemed to have been
given 72 hours after posting and in the case of facsimile telex or personal
delivery shall be deemed to have been given 09.00a.m. on the business day
following transmission or delivery as the case may be.
	 
	21.	 	EMPLOYMENT PROTECTION CONSOLIDATION ACT
	 
	 	 	The information contained herein constitutes a written statement of the terms
of the Executive’s employment in compliance with the provisions of the
Employment Protection (Consolidation) Action 1978 as amended.
	 
	22.	 	SURVIVAL OF AGREEMENTS
	 
	 	 	The expiration or determination of this Agreement howsoever arising shall not
operate to affect such of the provisions hereof as in accordance with their
terms are expressed to operate or have effect thereafter.
	 
	23.	 	ENTIRE AGREEMENT
	 
	 	 	This Agreement is in substitution for all previous contracts of service between
the Company or any Associated Company and the Executive that shall be deemed to
have been terminated by mutual consent as from the date on which this Agreement
is deemed to have commenced. The Executive acknowledges that he has no claim
against the Company or any Associated Company (or against any of their
respective assets) arising under or out of any such contract.
	 
	24.	 	NON-WAIVER
	 
	 	 	No failure of the Company to exercise, nor any delay in exercising, any right
hereunder shall operate as a waiver or that or any other right or remedy of the
Company, nor shall any partial exercise preclude any further or other exercise.
	 
	25.	 	PROPER LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with English Law.





 









 




Page 8 of 10


IN WITNESS WHEREOF this Agreement consisting of this and the preceding 11 pages together with the
Schedule is executed as follows:




Signed for BRISTOW HELICOPTER GROUP LTD

/s/ Allan Blake




in the presence of:

/s/ Lyn Stringer




Signed by the said Richard Burman

/s/ Richard Burman




in the presence of:

/s/ Carol Burman




 









 





Page 9 of 10


SCHEDULE




Managing Director, Bristow Helicopter Group Limited 




Job Description 



Responsible to: the Chairman of the Board of Directors of Bristow Aviation Holdings Limited or
his authorised nominee (“the Board”).



For the purposes of this Job Description, “the Companies” includes those services provided by any
associated or affiliated companies of Bristow Helicopter Group Limited or Bristow Aviation Holdings
Limited.



The Managing Director shall ensure:





	 	1.	 	The effective and safe operation of the Companies, to be managed and
operated in compliance with the Company’s Operations and Safety
Manuals or the terms and conditions of service contracts between the
Companies and their clients or the provisions of relevant statutory or
regulatory provisions whichever is the more stringent. Where there is
any risk of non-compliance with relevant statutory, regulatory or
client requirements, the Board must be informed immediately.
	 
	 	2.	 	The Companies are staffed with appropriate skills to meet short and
long term business needs.
	 
	 	3.	 	The Companies are properly structured and adequately informed to
undertake the responsibilities and tasks required of the Companies.
	 
	 	4.	 	Potential customers of the Companies are identified and notified to
the Board and that quotations for potential customers are prepared and
approved by the Board.
	 
	 	5.	 	The maintenance and provision to the Board of monthly management accounts.
	 
	 	6.	 	All invoices and expense claims submitted by the Managing Director are
approved by a nominee of the Board.
	 
	 	7.	 	The provision of financial information to in accordance with the
schedule required by the Board.
	 
	 	8.	 	Compliance with such delegated authority requirements as may from time
to time be approved by the Board.
	 
	 	9.	 	Immediate reporting to the Board of the following matters relating to the Companies:






	 	a.	 	Any issue that affects or could affect the safe operation of
helicopter and fixed wing operations including any accidents or
incidents that caused injury to individuals or damage to aircraft and
any insured claim or any near misses that could have led to such an
accident or incident;
	 
	 	b.	 	Any issues of actual, alleged or suspected financial impropriety or
any indication that the Companies could be or are at risk of trading
whilst insolvent;
	 
	 	c.	 	Any changes in senior personnel or Directors of the Companies.
	 
	 	d.	 	Any indication of potential or actual material litigation by any party
against the Companies.
	 
	 	e.	 	Any absence from work of the Managing Director of more than three days
duration, and any other period




 









 







Page 10 of 10



	 	           of time when the Managing Director is
unavailable for work.






	 	10.	 	The provision of such reports on a regular or ad hoc basis as may be required by the Board.
	 
	 	11.	 	That any other responsibilities that may from time to time be agreed by the Board are met.
	 
	 	12.	 	The Companies and the Managing Director do not, without Board consent,






	 	a.	 	Borrow any sums in aggregate in excess of £[to be agreed by the Board] at any time;
	 
	 	b.	 	Make any loan or advance to a Shareholder or receive any loan or
advance from a Shareholder of any amount;
	 
	 	c.	 	Make any loan or advance or otherwise give credit (other than credit
given in the normal course of Company business) to any person except
for the purpose of making deposits with its bankers;
	 
	 	d.	 	Give any guarantee bond or indemnity in respect of or to secure the
liabilities or obligations of any person;
	 
	 	e.	 	Create or issue any debenture mortgage charge or other security over
any assets of the Companies except for the purpose of securing sums
borrowed by the Companies from their bankers in the ordinary and usual
course of business;
	 
	 	f.	 	Undertake in any Financial Year or part of a Financial Year any single
item or series of items of capital expenditure (including finance
leases but excluding operating leases as respectively defined in SSAP
21) involving an aggregate liability during that Financial Year in
excess of £[to be agreed by the Board];
	 
	 	g.	 	Enter into any operating lease (as defined in SSAP 21) either as
lessor or lessee of any property plant or equipment of a duration
exceeding five years or involving aggregate premium and annual rental
payments for the operating lease in question in excess of £[to be
agreed by the Board];
	 
	 	h.	 	Appoint any person to the Board;
	 
	 	i.	 	Enter into or make any material change to any contract or transaction:






	 	a.	 	with any of the parties or their respective Affiliates; or
	 
	 	b.	 	except on normal arm’s length commercial terms; or
	 
	 	c.	 	which involves aggregate revenues or expenditure in excess of £[to be
agreed by the Board];






	 	j.	 	Enter into or make any material change to any contract of employment
with any senior manager of the Companies (whatever his title or job
description);
	 
	 	k.	 	Engage any new employee or consultant at a salary or fee in excess of
£[to be agreed by the Board] per annum or dismiss any employee with a
salary in excess of £[to be agreed by the Board] per annum.