5 Car Parking Licence THIS AGREEMENT is made the BETWEEN:

day of

2006

(1)

NATIONAL PLAYING FIELDS ASSOCIATION (Incorporated by Royal Charter under Number.RC000370; Registered Charity No307070) whose principal office is at Unit 2D,First Floor, Woodstock Studios 36 Woodstock Grove London W12 8LE ("the Owner")

(2)

JOHN TERENCE PATRICK CROWE of Well House, Tolehurst Farm, Frittenden, Cranbrook, Kent, GRAHAM WHITE of 6 Wheatfield Drive, Cranbrook Kent, JOHN COOK of The Ploughmans Cottage, Sissinghurst, Cranbrook, Kent, ANDREW MACFARLANE of Tickles Place, The Street, Frittenden, Cranbrook, Kent the Trustees of the Sissinghurst Cricket Club ("the Licensees")

(3)

SIMON MACLACHLAN Sissinghurst Place, Sissinghurst, Cranbrook, Kent DAVID JOHN WHEELER Collins Farm, Common Road, Sissinghurst, Cranbrook, Kent JOYCE DAPHNE BOULDING 2 Cleavers Close, Sissinghurst, Kent REV. ALLAN NORRIS Vicar of Sissinghurst, Oakleaves, Frittenden, Cranbrook, Kent GILLIAN MARTIN Church Warden Sissinghurst, Field House, Sheafe Drive, Cranbrook, Kent the Managing Trustees of the Property for the time being (“the Managing Trustees”)

NOW IT IS AGREED as follows: 1

DEFINITIONS AND INTERPRETATION

In this agreement the following expressions have the meanings given in this clause. 1.1

'The Accessways'

'The Accessways' means the roads and paths of the Property the use of which is necessary to obtain access to and egress from the Designated Space and the Designated Parking Space, or those of them that afford reasonable access and egress thereto and therefrom and that the Owner from time to time in his absolute discretion designates on 3 months' notice to the Licensee. 1.2

'The Car Park'

'The Car Park' means the part of the Property shown for the purpose of identification only edged green on the plan annexed to this agreement. 1.3

'The Designated Months'

'The Designated Period' means during the months of April to October inclusive during the Licence Period. 1.4

'The Designated Space'

'The Designated Space' means the area shown for the purpose of identification only edged yellow on the plan annexed to this agreement. 1.5

'Field Expenses'

'Field Expenses' means the expenses specified in the Schedule to this Agreement. 1.6

'The Lease'

'The lease' means the lease entered into by the owner and the Licensees of even date herewith and any renewal thereof pursuant to its terms.

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1.7

'Headings'

The clause and sub-clause headings do not form part of this agreement and must not be taken into account in its construction or interpretation. 1.8

‘Joint and several obligations’

Where any party comprises two or more persons the obligations and liabilities of that party under this agreement are to be joint and several obligations and liabilities of those persons. 1.9

'The Licence Fee'

'The Licence Fee' means £25.00 for each boot fair or other fund raising event held on the Designated Space. 1.10

'The Licence Period'

'The Licence Period' means the period from the date of this agreement until the date on which the Licensee's rights under clause 2 THE LICENCE are determined in accordance with clause 4.1 DETERMINATION. 1.11

'The Licencee'

'The Licencee' includes all persons who are for the time being trustees of the Sissinghurst Cricket Club. 1.12

'The Managing Trustees'

'The Managing Trustees' includes all persons who are for the time being the managing trustees of the Property. 1.13

'The Property'

'The Property' means the land and buildings shown for the purpose of identification only edged red on the plan annexed to this agreement. 1.14

'References to clauses'

Any reference in this agreement to a clause or sub-clause without further designation is to be construed as a reference to the clause or sub-clause of this agreement so numbered. 1.15

'VAT'

'VAT' means value added tax or any other tax of a similar nature. 2

THE LICENCE

Subject to clauses 3 LICENCEE'S UNDERTAKINGS and 4 GENERAL, the Owner gives the Licensee the right, for the Licence Period and during the Designated Months, in common with the Owner and all others authorised by the Owner so far as is not inconsistent with the rights given, to use the Car Park for the car parking of up to 30 private motor cars during cricket matches on the adjoining playing field to the east of the Property and to use the Designated Space for a maximum of 5 boot fairs or other fund raising events and to use the Accessways for access to and egress from the Designated Space . 3

LICENSEE'S UNDERTAKINGS

The Licensee agrees and undertakes as set out in this clause 3.

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3.1

Licence fee and outgoings

The Licensee must pay the Licence Fee, together with any VAT, to the Owner within 7 days of each boot fair or other fund raising event held on the Property. 3.2

Condition of property

The Licensee must keep the Designated Space and the Car Park clean and tidy and clear of rubbish and leave them in a clean and tidy condition and free of the Licensee's equipment, goods and chattels. 3.3

Accessways

The Licensee must not obstruct or permit to be obstructed the Accessways, or make them dirty or untidy, or leave any rubbish on them. 3.4

Signs and notices

The Licensee must not display or permit to be displayed any signs or notices at the Designated Space or the Car Park without the prior written consent of the Owner other than temporary signs during such fund raising events 3.5

Nuisance

The Licensee must not use or permit to be used the Designated Space, the Car Park or the Accessways in such a way as to cause any nuisance, damage, disturbance, annoyance, inconvenience or interference to the Property or adjoining or neighbouring property or to the owners, occupiers or users of any adjoining or neighbouring property or in such a way as to interfere with the use of the Property as a playing field and recreation ground for the inhabitants of the Parish of Sissinghurst. 3.6

Statutory requirements and insurance

The Licensee must not do or permit to be done anything that will or might constitute a breach of any statutory requirement affecting the Property or that will or night wholly or partly vitiate any insurance effected in respect of the Property from time to time. 3.7

Indemnity

The Licensee must indemnify the Owner, and keep the Owner indemnified, against all losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability arising in any way from this licence, any breach of any of the Licensee's undertakings contained in this clause, or the exercise or purported exercise of any of the rights given in clause 2 THE LICENCE. 3.8

Rules and regulations

The Licensee must observe any rules and regulations the Owner makes and notifies to the Licensee from time to time, governing the Licensee's use of the Designated Space, the Car Park or the Accessways. 3.9

Observation of freehold restrictions

The Licensee must not do, or permit or suffer any person exercising or purporting to exercise the rights given in clause 2 THE LICENCE to do, anything on or in relation to the Property that would or might be in breach of any covenants, restrictions and stipulations affecting the Property.

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3.10

Notification to Managing Trustees

The Licensee shall agree the dates with the Managing Trustees and give in each year not less than 2 calendar months notice before the first event of the proposed dates for each of such fundraising events 3.11

Owner's rights

The Licensee must not in any way impede or permit to be impeded the Owner, or his officers, servants or agents, in the exercise of his rights of possession and control of the Property and every part of the Property.

3.12

Annual Certificate

In respect of years ending on or after 31 January 2009 the Licensee must not later than 30 September in each year either a)

deliver to the Managing Trustees a certificate from the Treasurer or Chairman of Sissinghurst Cricket Club that the Field Expenses for the preceding calendar year have exceeded 75% of the Net Proceeds of any boot fair or other fundraising events for which the Designated Space has been used and the amount of such excess; or

b)

pay to the Managing Trustees an amount equal to the amount by which 75% of the Net Proceeds of such boot fairs or other fundraising events held in the preceding calendar year exceed the Field Expenses incurred in that year and such amount shall be held by the Managing Trustees for their charitable purposes and expended at such time or times as such Managing Trustees may decide upon maintenance or improvements to the Property or any buildings thereon

4

GENERAL

4.1

Determination

The rights granted in clause 2 THE LICENCE are to determine – without prejudice to the Owner's rights in respect of any breach of the undertakings contained in clause 3 LICENSEE'S UNDERTAKINGS – 4.1.1 immediately on the expiry of 3 months notice given by the Owner at any time following any material breach by the Licensee of his undertakings contained in clause 3 LICENSEE'S UNDERTAKINGS, unless such breach has been remedied with the notice period to the reasonable satisfaction of the Owner. 4.1.2

upon determination of the Lease by lapse of time or otherwise.

4.2

Assignment prohibited

The benefit of this licence is personal to the Licensee and is not assignable, and the rights given in clause 2 THE LICENCE may only be exercised by the Licensee and its visitors and invitees. 4.3

Warranty excluded

The Owner gives no warranty that the Premises are legally or physically fit for the purposes specified in clause 2 THE LICENCE.

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4.4

Liability excluded

The Owner is not to be liable for the death of, or injury to the Licensee or its visitors and invitees or for damage to any property of theirs, or for any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by them in the exercise or purported exercise of the rights granted by clause 2 THE LICENCE. 4.5

Notices

All notices given by either party pursuant to the provisions of this agreement must be in writing, and are to be sufficiently served if delivered by hand or sent by special post or recorded delivery, or sent by fax provided that a confirmatory copy is delivered by hand or sent by special or recorded delivery on the same day, to the other party at his address given in this agreement or any alternative address notified by one party to the other in writing. AS WITNESS the hands of the parties hereto the day and date first above written.

SCHEDULE The Licensee may claim the following as Field Expenses:1. Payments by the Licensee to third parties for the maintenance and improvement of the Property and the Designated Space including the mowing scarifying or other wise treating the field or square or the cutting of hedges the cost of soil dressings weed killer and sundries and payments to any groundsman. 2. Payments for the purchase or hiring by the Licensee of machinery for use in maintaining the Property and the Designated Space and the costs of repairs and servicing of such equipment and fuel therefore. 3. The cost of repairs and improvements to any buildings on the Property expended by the Licensee. 4. The cost of the insurance of the Property and buildings thereon and third party insurance incurred by the Licensee. 5. The net costs incurred by the Licensee (not recovered through grants or fees from third parties) in employing coaches and providing training for junior cricket including the costs of any training or obtaining any qualifications for members of the Licensee to permit them to engage in coaching. 6. Any amounts incurred in respect of requirements of legislation in respect of the property and other amounts incurred by the Licensee agreed by the Licensee and the Managing Trustees to be treated as Field Expenses. For the purposes of calculating the Field Expenses for any particular year a)

there may be added to the Field Expenses actually incurred in that year any amount incurred in any preceding year in excess of 75% of the net proceeds of boot sales or other fundraising events in that year which have been notified to the Managing Trustees in the certificate referred to in Clause 3.12 hereof

b)

there shall be deducted any amounts received by the Licensee by way of grant from any third party specifically for defraying any of the above items in the year in question or where such expenses have been taken into account as Field Expenses in preceding years

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c)

in any year where 75% of the net proceeds of any boot fair or fundraising event exceeds the Field Expenses or such year and the Licensee has obtained a written estimate of the cost of any necessary capital works exceeding £3000 which is expected to be incurred within the next following year the amount of such estimate may be treated as Field Expenses in that year provided that adjustment shall be made the amount of Field expenses in the following year if no such amount or a lesser amount is actually incurred

The Managing Trustees may rely upon a certificate detailing such expenditure and of the net proceeds of the boot sales prepared by the treasurer of the Licensee from time to time

SIGNED by [ ] for and on behalf of NATIONAL PLAYING FIELDS ASSOCIATION

Signed by

JOHN TERENCE PATRICK CROWE

Signed by

GRAHAM WHITE

Signed by

JOHN COOK

Signed by

ANDREW MACFARLANE

Signed by

SIMON MACLACHLAN

Signed by

DAVID JOHN WHEELER

Signed by

JOYCE DAPHNE BOULDING

Signed by

REV. ALLAN NORRIS

Signed by

GILLIAN MARTIN

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