STID Proposal - highspeed1.co.uk · Draft/Linklaters LLP/21.01.2019 (“Soft launch” draft) A37622785 4 as proposed in Appendix 1 (Amended MDA definitions) to ensure that it allows

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.


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]

A37622785

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:

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HS1 Security Trustee

LLOYDS BANK PLC

By:

Witness:

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Schedule 1 to the Amendment and Consent Deed

Form of Amended and Restated Master Definitions Agreement

[To be inserted]