stid proposal - highspeed1.co.uk · draft/linklaters llp/21.01.2019 (“soft launch” draft)...
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Draft/Linklaters LLP/21.01.2019 (“Soft launch” draft)
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STID Proposal
(“Soft Launch” Version)
From: HS1 Limited (as “Proposer” and “HS1”)
5th Floor, Kings Place
90 York Way
London
N1 9AG
To: Lloyds Bank plc (as “HS1 Security Trustee”)
Lloyds Bank
Citymark
150 Fountainbridge
Edinburgh, EH3 9PE
Attention: Scott Sanderson, Scott Mayberry, and Ryan Gaven
CC: Each Secured Creditor Representative
Date: [4] February 2019
STID Proposal for the prior written consent of the HS1 Security Trustee in relation
to modifications to the accounting basis
In accordance with Clause 12 (STID Proposals) of the security trust and intercreditor deed dated 14
February 2013 between, among others, the Proposer and the HS1 Security Trustee (the “STID”),
please find below a request for consent by the HS1 Security Trustee in respect of a Common
Document which requires the consent of the Qualifying HS1 Secured Creditors in accordance with
the STID (the “STID Proposal”).
Capitalised terms that are not defined in this STID Proposal have the meanings given to them in the
master definitions agreement dated 14 February 2013 between, among others, the Proposer and
the HS1 Security Trustee (as amended pursuant to an amendment and consent deed dated 2
November 2017) (the “MDA”).
1 Introduction
1.1 The Proposer is seeking consent from the Qualifying HS1 Secured Creditors to:
1.1.1 change the basis on which the audited consolidated Financial Statements of the
Security Group are prepared (the “Accounting Basis Change”); and
1.1.2 make certain consequential amendments to the MDA to reflect the adoption of the
new Accounting Standard following the Accounting Basis Change.
2 Reasons for the Accounting Basis Change
2.1 In 2012-2013, the Financial Reporting Council updated the then existing mix of accounting
standards (the “Old UK GAAP”) so that a new financial reporting framework in the UK was
effective for accounting periods beginning on or after 1 January 2015. Thereafter, companies
reporting in the UK are able to apply either the EU-adopted International Financial Reporting
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Standards (“IFRS”) or The Financial Reporting Standard applicable in the UK and Republic
of Ireland (“New UK GAAP (FRS 102)”).
2.2 In September 2017, a consortium comprised of HICL Infrastructure Company Limited (a
listed infrastructure investment company advised by InfraRed Capital Partners Limited),
funds managed by Equitix Investment Management Limited and third-party funds managed
by InfraRed Capital Partners Limited acquired 100% of the ultimate equity interest in Helix
Holdings Limited, the indirect holding company of HS1 (the “Acquisition”). As part of the
Acquisition, additional holding companies including Betjeman Holdings Limited (“BHL”),
Betjeman Holdings Midco Limited (“BHM”) and Betjeman Holdings Jvco Limited (“BHJV”,
together with BHL and BHM, the “Betjeman Companies”) were set up outside of the ring-
fenced Security Group (with BHL as the direct parent of Helix Holdings Limited) to raise third-
party financing which is fully subordinated to the HS1 Secured Liabilities.
2.3 The Betjeman Companies all have accounting reference date of 31 March. As companies
incorporated after 1 January 2016 have a choice to adopt the New UK GAAP (FRS 102) or
IFRS, the Betjeman Companies prepared their first set of audited financial statements for
the accounting period ended 31 March 2018 by adopting the New UK GAAP (FRS 102).
2.4 The Security Group (i.e. Helix Acquisition Limited as Holdco, HS1 and High Speed Rail
Finance plc as PP Note Issuer) and the Issuer (together, the “Helix Security Group”) also
prepare the consolidated audited financial statements under the New UK GAAP (FRS 102).
However, when transitioning from the Old UK GAAP to the New UK GAAP (FRS 102) in the
financial year ending 31 March 2016, the companies within the Helix Security Group took
advantage of a transition exemption which allowed them to grandfather its pre-existing
accounting policies under the Old UK GAAP in relation to the concession assets (the
“Exemption”). The Helix Security Group’s consolidated financial statements were therefore
prepared under the New UK GAAP (FRS 102) where:
(i) the concession asset is recognised as a tangible fixed asset which is depreciated
over the shorter of the life of the asset and concession length; and
(ii) government grants, being contributions from the government towards the
construction costs of the concession asset, are recorded as deferred income and
amortised over the shorter of the life of the asset and concession length,
such “fixed asset accounting” treatment being the “FAA”.
2.5 On the contrary, the Exemption is not available to companies incorporated after 1 January
2015 as they would not have any pre-existing accounting policies to be grandfathered. The
Betjeman Companies, being incorporated in July 2017, therefore had no choice but to adopt
the “service concession accounting” treatment (“SCA”) under the New UK GAAP (FRS 102),
whereby the concession asset will have to be accounted for as a service concession asset.
Under the Betjeman Companies’ consolidated audited financial statements, the adoption of
the SCA essentially replaces the fixed assets described in paragraph 2.4(i) above and the
remaining deferred government grants described in paragraph 2.4(ii) above with a
combination of both a financial asset and intangible asset where there are both guaranteed
cash flows (i.e. being financial asset) and a right to charge the users for the use of the
infrastructure within the concession agreement (i.e. being intangible asset).
2.6 Due to the difference in accounting treatment under FAA and SCA, the financial statements
of the Betjeman Companies and of the Helix Security Group are presented differently. HS1
made an announcement on the company website in mid-November 2018 that it was
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reviewing the benefits and consequences of aligning the accounting policies of the Helix
Security Group to that of the Betjeman Companies. Upon completion of the review and with
the benefit of the advice from its accountants, HS1 intends to convert the accounting policies
adopted by both the Helix Security Group and the Betjeman Companies to IFRS.
2.7 The Betjeman Companies are undergoing a similar procedure to obtain their creditors’
consent to change the accounting policy from New UK GAAP (FRS 102) to IFRS. It should
be noted that the Helix Security Group will not be able to adopt IFRS if its parents, i.e. the
Betjeman Companies, are unable to adopt IFRS from the same financial period onwards.
3 No Credit or Cashflow Impact
3.1 The consents requested under this STID Proposal due to the Accounting Basis Change are
considered to be credit-neutral. HS1 further confirms that:
3.1.1 there is no breach nor adverse impact on any financial covenants under the Common
Documents;
3.1.2 the underlying cashflows and credit strength of the business of HS1 will not be
affected by the Accounting Basis Change and the current credit ratings of the Bonds
are not affected by the STID Proposal (and HS1 [has obtained] Ratings Confirmation
from [Fitch and S&P] on this);
3.1.3 there is no favourable treatment to the Security Group in terms of compliance with
the financial covenants by making the amendments of the MDA as proposed under
paragraph 4 of this STID Proposal;
3.1.4 the amendments of the MDA as proposed under paragraph 4 of this STID Proposal
are to ensure the financial covenant calculations continue to apply as currently to the
same cashflows and items notwithstanding the Accounting Basis Change. The
calculation of financial ratios as outlined in the Common Documents was formulated
based on the Security Group adopting the New UK GAAP (FRS 102) rather than
IFRS. If the formulation does not align with IFRS, there may be a negative impact on
the financial ratios even though the underlying cashflow of the business has not
changed. The intention is therefore to restore the position of how the financial
covenants would have been formulated as if the Security Group had adopted IFRS
from day one.
3.2 By consenting to the Accounting Basis Change and the consequential amendments of the
MDA as proposed under paragraph 4 of this STID Proposal, all financial statements of BHJV
and its subsidiaries (together, the “HS1 Group”) will be prepared in a consistent manner and
the following benefits can be achieved:
3.2.1 there will be operational simplification within the HS1 Group due to the adoption of a
single set of accounting standards, thereby creating operational efficiencies and
better monitoring and control environment; and
3.2.2 the HS1 Group will move towards reporting best practice and it will be easier for
investors to compare HS1’s business with other similar global assets adopting IFRS.
4 Amendments to the MDA due to the Accounting Basis Change
4.1 HS1 is seeking the changes to the definition of “Accounting Standards” (and the
consequential deletion of the definitions of “Accounting Standards Board” and “UK GAAP”)
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as proposed in Appendix 1 (Amended MDA definitions) to ensure that it allows the adoption
of IFRS by all entities in the HS1 Group.
4.2 The definitions of each of “Historic Consolidated EBITDA” and “Projected Consolidated
EBITDA” do not take into account the amount of repayment of the financial asset which
relates to that part of the IRC income that is underpinned through the Domestic Underpinning
Agreement. HS1 is seeking the changes to these definitions as proposed in Appendix 1
(Amended MDA definitions) to ensure that repayments received are not excluded from the
Historic Consolidated Cashflow or Projected Consolidated Cashflow following the
Accounting Basis Change.
5 The Tax Reserve Solution
5.1 When transitioning from the New UK GAAP (FRS 102) to IFRS, it is expected that the
corporate tax (as computed based on the “accounting profit before tax” reported in the
annual financial statements) over the life of the concession will be the same. However, as
the timing of when the accounting profits are recognised under the New UK GAAP (FRS
102) differs from that of IFRS, HS1 expects there will be a cash tax of £4,000,000 crystallised
in the year of transition, 50% of which will be due prior to 31 March 2019 and the remaining
50% will be due in the period to July 2019. The cash tax is expected to equalise within the
first two years of transition to IFRS. It is also important to note that the corporate tax over
the life of the concession will remain the same, and therefore the Accounting Basis Change
will only have a de minimis impact on the financial ratios over the life of the concession.
5.2 The incremental cash tax of £4,000,000 will have no impact on the overall financial position
of HS1. However, in order to ensure the Accounting Basis Change is entirely credit-neutral,
two of the ultimate shareholders of HS1 (namely, Infrastructure Investments Betjeman
Limited and Equitix HS1 Holdings 1 Limited) (the “Contributing Shareholders”) have
agreed to provide the cash by way of an equity injection to meet any potential tax downside.
This solution involves reserving an amount in excess of the short-term cash tax downside in
FY2019 and FY2020 (the “Tax Reserve Amount”) funded by cash injected by the
Contributing Shareholders (the “Tax Reserve Solution”). In addition to the Tax Reserve
Amount (which will be £4,000,000), the Contributing Shareholders will also inject a further
£1,000,000 to cover the costs associated with the consent processes required for the
migration to IFRS across the HS1 Group (principally rating agencies’ and advisers’ fees
related to the comfort packages that have been provided to creditors). The Tax Reserve
Solution is achieved by the following steps:
5.2.1 the Contributing Shareholders will subscribe shares in High Speed One (HS1)
Limited (company number: 06045862) (“DormantCo”), which is a wholly-owned
dormant subsidiary of the HS1 and sits outside of the Security Group. The
subscription price will be an amount equal to the Tax Reserve Amount;
5.2.2 Dormant Co will carry out a capital reduction to create distributable reserves for
paying a dividend to HS1 in an amount equal to the Tax Reserve Amount;
5.2.3 the Tax Reserve Amount will be held in cash in the HS1 Operating Account and will
only be used for paying the incremental cash tax amount payable in FY2019 and
FY2020 arising as a result of the Accounting Basis Change; and
5.2.4 the Opco will apply the Tax Reserve Amount towards payment of the incremental
cash tax payable in FY2019 and FY2020 as a result of the Accounting Basis Change.
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5.3 Provided that the consents sought in relation to the change of accounting standards (i) by
HS1 from its Qualifying HS1 Secured Creditors pursuant to this STID Proposal; and (ii) by
the Betjeman Companies from its creditors pursuant to their debt documents have been
obtained, HS1 will undertake to keep the Tax Reserve Amount in the HS1 Operating Account
for the sole purpose of meeting the short-term cash tax downside until HS1 confirms to the
HS1 Security Trustee that all tax liabilities arising out of the Accounting Basis Change have
been met in full. A deed of undertaking will be executed by HS1 to provide these
undertakings in favour of the HS1 Security Trustee.
5.4 The Tax Reserve Solution will also ensure that there will not be any adverse impact on the
financial ratios of HS1 due to the incremental tax payable in FY2019 and FY2020 arising
from the Accounting Basis Change.
6 Written Request to the HS1 Security Trustee
HS1 wishes to request the consent from the HS1 Security Trustee (acting in accordance with
the votes of the relevant Participating Qualifying HS1 Secured Creditors to be provided
under the STID Voting Request relating to this STID Proposal) in relation to the following
matters (the “Requested Consent”):
(a) the implementation of the Accounting Basis Change by the Security Group;
(b) the amendments of the definitions in Part A (Definitions) of Schedule 1 (Common
Definitions) to the MDA as described under paragraph 4 and Appendix 1 (Amended
MDA definitions) (together, the “MDA Amendments”);
(c) the entering into an amendment and consent deed in substantially the same form as
that set out in Appendix 2 (Form of Amendment and Consent Deed) by the HS1
Security Trustee (the “Amendment and Consent Deed”) to formalise the MDA
Amendments; and
(d) the entering into any other documents and take any other actions requested by HS1
or any Qualifying HS1 Secured Creditors and considered by the HS1 Security
Trustee to be necessary or desirable in relation to or in connection with the
implementation of the STID Proposal or the Amendment and Consent Deed,
including but not limited to the exercise of its discretion to agree to any changes to
the form of the Amendment and Consent Deed.
7 STID Proposal
7.1 We request the HS1 Security Trustee (acting in accordance with the votes of the relevant
Participating Qualifying HS1 Secured Creditors to be provided under the STID Voting
Request relating to this STID Proposal) to provide the Requested Consent.
7.2 We hereby certify that the STID Proposal in respect of the Requested Consent:
(i) is not in respect of a Discretion Matter;
(ii) is in respect of an Ordinary Voting Matter;
(iii) is not in respect of an Extraordinary Voting Matter; and
(iv) does not give rise to Entrenched Rights.
7.3 In accordance with Clause 12.3 (Copies to Secured Creditor Representatives) of the STID,
concurrently with the delivery of this STID Proposal to the HS1 Security Trustee we are
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delivering a copy to: (i) each Secured Creditor Representative of each HS1 Secured
Creditor; and (ii) the Secured Creditor Representatives of the Issuer on behalf of the Issuer
Secured Creditors.
7.4 Each Qualifying HS1 Secured Creditor (acting through its Secured Creditor Representative),
in accordance with Clause 10.2 (Notification of Outstanding Principal Amount of Qualifying
HS1 Senior Debt) of the STID, is required to certify to the HS1 Security Trustee, within five
Business Days from the date of delivery of this STID Proposal, the Outstanding Principal
Amount of any debt (on the date of certification) which constitutes Qualifying HS1 Senior
Debt held by such Qualifying HS1 Secured Creditor.
7.5 We refer each Secured Creditor Representative to its rights under Clause 12.4
(Determination of voting category) of the STID. A notice pursuant to Clause 12.4 of the STID
must be delivered to us in writing within five Business Days of the date of receipt of this STID
Proposal. Subject to the provisions of Clause 12.6 (Commencement of Decision Period) and
Clause 14.2 (Quorum Requirement for an Ordinary Voting Matter) and in accordance with
Clause 12.2(d) (Minimum Requirements of a STID Proposal) of the STID, the Decision
Period for the vote of each Qualifying HS1 Secured Creditor (through its Secured Creditor
Representative) for or against the STID Proposal shall commence from the expiry of five
Business Days of receipt of the STID Proposal if the Qualifying HS1 Secured Creditors are
deemed to have agreed to the voting category proposed in the STID Proposal in accordance
with Clause 12.5 (Deemed Agreement). If there is no deemed agreement, the Decision
Period shall then commence from: (i) the date on which the Dissenting Creditors and the
Security Group Agent reach agreement on the applicable voting category; or (ii) if the
agreement or determination is such that the STID Proposal is incorrect, the date of receipt
of an appropriately amended STID Proposal from the HS1 Security Trustee.
7.6 Pursuant to Clause 12.2(e)(ii) (Minimum requirements of a STID Proposal), the Decision
Period for any Ordinary Voting Matter shall not be fewer than 15 Business Days from the
date of the commencement of the Decision Period.
8 Implementation of the Amendments
Upon satisfaction of the conditions set out in Clause 14 (Ordinary Voting Matters) of the
STID, the Amendments will be effected by the execution by the HS1 Security Trustee and
the Obligors of the Amendment and Consent Deed pursuant to Clause 13.8 (Binding Force
and Authority to Sign) of the STID and such amendments will bind the Obligors and all the
HS1 Secured Creditors, the Issuer Secured Creditors and each of the Secured Creditors
and the Obligors shall be bound to give effect to them.
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A37622785 SIGNATURE PAGE HS1 STID PROPOSAL – ACCOUNTING BASIS CHANGE
Yours faithfully
……………………………………………
Authorised Signatory
……………………………………………
Authorised Signatory
For and on behalf of
HS1 Limited
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Appendix 1
Amended MDA Definitions
Accounting Standards means accounting standards which, as at the Initial Issue Date are:
(a) in the case of any Financial Statement or information relating to HS1, generally accepted in
the United Kingdom as approved from time to time and approved by the Accounting
Standards Board and making such adjustments (if any) as the Auditors may consider
appropriate arising out of changes to applicable accounting standards or otherwise from time
to time; and
(b) in the case of any Financial Statement or information relating to any other Obligor, are
generally accepted in the jurisdiction of incorporation of that Obligor as approved from time
to time, including IFRS, and approved by the relevant regulatory or other accounting bodies
in that jurisdiction and making such adjustments (if any) as the Auditors may consider
appropriate arising out of changes to applicable accounting standards or otherwise from time
to time.
Accounting Standards Board means the body of the Financial Reporting Council responsible for
setting accounting standards in the U.K.;
Historic Consolidated EBITDA for any Test Period means, without double-counting:
(I) the operating profit of Security Group for such period:
(a) before deducting any depreciation or amortisation whatsoever;
(b) before taking into account all extraordinary items (whether positive or negative)
but after taking into account all exceptional items (whether positive or negative);
(c) before deducting any amount of Tax on profits, gains or income paid or payable
by Security Group and any amount of any rebate or credit in respect of Tax on
profits, gains or income received or receivable by Security Group during such
period;
(d) before taking into account Interest accruing as an obligation of or owed to any
member of Security Group whether or not paid, deferred or capitalised during such
period;
(e) before taking into account (to the extent otherwise included) any unrealised gains
or losses due to exchange rate movements;
(f) after adding back (to the extent otherwise deducted) any loss against book value
incurred by Security Group on the disposal of any asset (other than the sale of
trading stock) during such period;
(g) after deducting (to the extent otherwise included) any gain over book value arising
in favour of Security Group on the disposal of any asset (other than the sale of
trading stock) during such period and any gain arising on any revaluation of any
asset during such period;
(h) after deducting (to the extent not otherwise deducted) any amounts payable in
respect of the leases referred to in paragraphs (e) and (f) of the definition of
Permitted Financial Indebtedness;
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(i) without taking into account any amounts paid into or withdrawn from any Escrow
Accounts in accordance with any Project Document;
(II) plus the amount of any repayment of the financial asset (as set out in the relevant cashflow
statement of Holdco or HS1 prepared in accordance with the Accounting Standards) which
relates to that part of the IRC income that is underpinned through the Domestic
Underpinning Agreement.
Projected Consolidated EBITDA for any Test Period means:
(I) the operating profit of Security Group for such period adjusted as set out below on the basis
of figures available to Security Group and consistent with the budgets, forecasts and other
projections provided to the HS1 Security Trustee, the Issuer Security Trustee and the
Principal Paying Agents:
(a) before deducting any depreciation or amortisation whatsoever;
(b) before taking into account all extraordinary items (whether positive or negative)
but after taking into account all exceptional items (whether positive or negative);
(c) before deducting any amount of Tax on profits, gains or income payable by
Security Group and any amount of any rebate or credit in respect of Tax on profits,
gains or income receivable by Security Group during such period;
(d) before taking into account Interest accruing as an obligation of or owed to any
member of Security Group during such period;
(e) after adding back (to the extent otherwise deducted) any loss against book value
forecast to be incurred by Security Group on the disposal of any asset (other than
the sale of trading stock) during such period;
(f) after deducting (to the extent otherwise included) any gain over book value
forecast to arise in favour of Security Group on the disposal of any asset (other than
the sale of trading stock) during such period;
(g) after deducting (to the extent not otherwise deducted) any amounts payable in
respect of the leases referred to in paragraphs (e) and (f) of the definition of
Permitted Financial Indebtedness;
(h) excluding any accounting entries made for mark to market amounts in respect of
any Hedging Transactions;
(i) without taking into account any amounts paid into or withdrawn from any Escrow
Accounts in accordance with any Project Document;
(II) plus the amount of any repayment of the financial asset (as set out in the relevant cashflow
statement of Holdco or HS1 prepared in accordance with the Accounting Standards) which
relates to that part of the IRC income that is underpinned through the Domestic
Underpinning Agreement;
UK GAAP means generally accepted accounting principles in the United Kingdom;
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Appendix 2
Form of Amendment and Consent Deed
[Follows on the next page]
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Dated [●]
HS1 LIMITED
as Security Group Agent
HELIX BUFFERCO LIMITED
as Bufferco
and
LLOYDS BANK PLC
as HS1 Security Trustee
AMENDMENT AND CONSENT DEED
Ref: L-232954
Linklaters LLP
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Table of Contents
Contents Page
1 Interpretation ......................................................................................................................... 1
2 Amendments.......................................................................................................................... 2
3 HS1 Security Trustee Party to this Deed ............................................................................ 2
4 Governing Law ...................................................................................................................... 2
5 Jurisdiction ............................................................................................................................ 2
6 Counterparts .......................................................................................................................... 2
Schedule 1 Form of Amended and Restated Master Definitions Agreement…………………….5
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This Amendment Deed (this “Deed”) is made on [●] between:
(1) HS1 LIMITED, a company incorporated in England and Wales with limited liability (registered
number 03539665), (the “Security Group Agent”);
(2) HELIX BUFFERCO LIMITED, a company incorporated in England and Wales with limited
liability (registered number 07428829), (“Bufferco”); and
(3) LLOYDS BANK PLC, as security trustee for the HS1 Secured Creditors, (the “HS1 Security
Trustee” and together with the Security Group Agent and Bufferco, the “Parties”).
Background
(A) The Parties have entered into a security trust and intercreditor deed dated 14 February 2013
(as amended and/or restated from time to time) (the “Security Trust and Intercreditor
Deed”).
(B) In accordance with Clause 12 (STID Proposals) of the Security Trust and Intercreditor Deed,
the Security Group Agent has issued a STID Proposal dated [●] 2019 (the “STID Proposal”).
The HS1 Security Trustee has received sufficient votes in respect of the STID Proposal to
satisfy the conditions set out in Clause 14 (Ordinary Voting Matters) of the Security Trust
and Intercreditor Deed.
(C) Pursuant to Clause 13.5 (Implementation of STID Proposal in respect of an Ordinary Voting
Matter) of the Security Trust and Intercreditor Deed, the HS1 Security Trustee is authorised
to enter into this Deed in order to give effect to the STID Proposal.
(D) Pursuant to Clause 13.8 (Binding Force and Authority to sign) of the Security Trust and
Intercreditor Deed, the amendments in Clause 2 below shall be binding on all parties to the
Security Trust and Intercreditor Deed.
(E) The Security Group Agent is executing this Deed in accordance with the authority granted
to it under Clause 8 (Security Group Agent) of the Common Terms Agreement.
This Deed witnesses and it is declared as follows:
1 Interpretation
1.1 Definitions
Terms defined in the master definitions agreement, dated 14 February 2013 and made
between, amongst others, the Parties to this Deed (the “Master Definitions Agreement”),
have the same meaning when used in this Deed unless otherwise expressly defined herein.
1.2 Construction
The provisions contained in Part B (Construction) of Schedule 1 (Common Definitions) to
the Master Definitions Agreement apply to this Deed as though set out in full in this Deed.
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2 Amendments
With effect from and including the date of this Deed, the Master Definitions Agreement shall
be amended and restated in the form as set out in Schedule 1 (Form of Amended and
Restated Master Definitions Agreement) to this Deed.
3 HS1 Security Trustee Party to this Deed
The HS1 Security Trustee has agreed to become a party to this Deed for the better
preservation and enforcement of its rights under the Common Documents but shall not have
any responsibility for any of the obligations of any of the other parties hereunder and the
other parties hereto acknowledge that the HS1 Security Trustee has no such responsibilities.
4 Governing Law
This Deed and all non-contractual or other obligations arising out of or in connection with it
shall be governed by and construed in accordance with English law.
5 Jurisdiction
Clause 22.1 (Jurisdiction) of the Common Terms Agreement shall apply to this Deed, and
shall be binding on the Parties to this Deed as if set out in full in this Deed.
6 Counterparts
This Deed may be executed in any number of counterparts, all of which when taken together
will constitute a single deed.
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This Deed has been executed and delivered as a deed on the date stated at the beginning.
Security Group Agent
HS1 LIMITED
By:
Witness:
Bufferco
HELIX BUFFERCO LIMITED
By:
Witness: