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Draft/Linklaters LLP/01.10.2014 Draft/Linklaters LLP/01.10.2014 EXECUTION VERSION Dated 19 March 2013 as amended and restated on [●] 2014 INTU (SGS) FINANCE PLC AS ISSUER INTU (SGS) FINCO LIMITED AS FINCO INTU (SGS) LIMITED AS SGS SPV INTU (SGS) HOLDCO LIMITED AS SGS HOLDCO INTU LAKESIDE LIMITED INTU WATFORD LIMITED BRAEHEAD GLASGOW LIMITED BRAEHEAD PARK INVESTMENTS LIMITED VCP NOMINEES NO. 1 LIMITED VCP NOMINEES NO. 2 LIMITED THE VICTORIA CENTRE PARTNERSHIP AS PROPCOS INTU PROPERTIES INVESTMENTS LIMITED VCP (GP) LIMITED AS VICTORIA OBLIGORS FINCO, SGS SPV, SGS HOLDCO, THE PROPCOS AND THE VICTORIA OBLIGORS AS INITIAL OBLIGORS INTU DERBY LIMITED INTU DERBY 2 LIMITED THE WILMSLOW (NO.3) LIMITED PARTNERSHIP WILMSLOW (NO.3) GENERAL PARTNER LIMITED DERBY INVESTMENTS LIMITED PARTNERSHIP DERBY INVESTMENTS GENERAL PARTNER LIMITED DERBY TRUSTEE NO.1 LIMITED AND DERBY TRUSTEE NO.2 LIMITED AS TRUSTEES OF INTU DERBY JERSEY UNIT TRUST DERBY TRUSTEE NO.1 LIMITED AND DERBY TRUSTEE NO.2 LIMITED AS TRUSTEES OF THE MIDLANDS SHOPPING CENTRE JERSEY UNIT TRUST (NO.1) W (NO.3) GP (NOMINEE A) LIMITED W (NO.3) GP (NOMINEE B) LIMITED WILMSLOW (NO.3) (NOMINEE A) LIMITED WILMSLOW (NO.3) (NOMINEE B) LIMITED AS DERBY OBLIGORS THE CHAPELFIELD PARTNERSHIP CHAPELFIELD GP LIMITED CHAPELFIELD LP LIMITED CHAPELFIELD NOMINEE LIMITED AS CHAPELFIELD OBLIGORS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED (PREVIOUSLY KNOWN AS BANC OF AMERICA SECURITIES LIMITED ) HSBC BANK PLC UBS LIMITED AS MANDATED LEAD ARRANGERS AND BOOKRUNNERS INTU PROPERTY MANAGEMENT LIMITED INTU LAKESIDE PROPERTY MANAGEMENT LIMITED INTU BRAEHEAD PROPERTY MANAGEMENT LIMITED INTU WATFORD PROPERTY MANAGEMENT LIMITED CHAPELFIELD PROPERTY MANAGEMENT LIMITED AS PROPERTY ADMINISTRATORS HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED AS OBLIGOR SECURITY TRUSTEE HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED AS ISSUER TRUSTEE HSBC BANK PLC AS PRINCIPAL PAYING AGENT, CALCULATION AGENT, REGISTRAR, PAYING AGENT AND TRANSFER AGENT HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED AS IRISH PAYING AGENT HSBC BANK PLC AS INITIAL AUTHORISED LOAN FACILITY AGENT CERTAIN FINANCIAL INSTITUTIONS AS INITIAL AUTHORISED LOAN FACILITY PROVIDERS CERTAIN FINANCIAL INSTITUTIONS AS INITIAL HEDGE COUNTERPARTIES Draft/Linklaters LLP/01.10.2014 INTU PROPERTIES PLC AS PARENT AND OBLIGOR CASH MANAGER STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED AS ISSUER CASH MANAGER HSBC BANK PLC AS OBLIGOR ACCOUNT BANK HSBC BANK PLC AS ISSUER ACCOUNT BANK SFM CORPORATE SERVICES LIMITED AS ISSUER SHARE TRUSTEE STRUCTURED FINANCE MANAGEMENT LIMITED AS ISSUER CORPORATE SERVICES PROVIDER LIBERTY INTERNATIONAL GROUP TREASURY LTD. AS SUBORDINATED OBLIGATIONS PARTICIPANT AND OTHERS MASTER DEFINITIONS AGREEMENT Ref: L-198138/RJAH/AMJF L-227702 Linklaters LLP Table of Contents Contents Page 1 Interpretation ....................................................................................................................... 45 2 Language ............................................................................................................................ 56 3 Notices ................................................................................................................................ 57 4 Common Provisions ........................................................................................................ 14 15 5 Counterparts and Certificates ......................................................................................... 17 19 6 Governing Law and Jurisdiction ...................................................................................... 18 19 Schedule 1 Definitions ................................................................................................................. 19 21 Schedule 2 Principles of Construction......................................................................................... 87 91 A15735802 A18563914 i This Agreement is made on 19 March 2013 as amended and restated on [●] 2014 between : (1) INTU (SGS) FINANCE PLC , a company incorporated in England and Wales having its registered office at 35 Great St. Helen's, London, EC3A 6AP (registered number 08351883) in its capacity as note issuer pursuant to the Note Trust Deed (the “ Issuer ”). (2) INTU (SGS) FINCO LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 08355746) (“ FinCo ”); (3) INTU (SGS) LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 08355675) (“ SGS SPV ”); (4) INTU (SGS) HOLDCO LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 08354703) (“ SGS HoldCo ”); (5) INTU LAKESIDE LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 04144192) (“ Lakeside Co ”); (6) INTU WATFORD LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 05389482) (“ Watford Co ”); (7) BRAEHEAD GLASGOW LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 02725146) (“ Braehead Co 1 ”); (8) BRAEHEAD PARK INVESTMENTS LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 02722888) (“ Braehead Co 2 ” and, together with Braehead Co 1, the “ Braehead Cos ”); (9) INTU PROPERTIES INVESTMENTS LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 03229523) (“ Investments Co ”); (10) VCP (GP) LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 04531121) (“ Victoria Centre Co 1”); (11) VCP (GP) LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 04531121) in its capacity as general partner of the limited partnership carrying on business under the name of THE VICTORIA CENTRE PARTNERSHIP (registered in England and Wales as a limited partnership under the Limited Partnerships Act 1907 and with registration number LP004172) (the “Partnership ”); A15735802 A18563914 1 (12) VCP NOMINEES NO. 1 LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 04707162) (“ Victoria Centre Co 3 ”); and (13) VCP NOMINEES NO. 2 LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number 04707160) (“ Victoria Centre Co 4 ” and, together with Victoria Centre Co 1, the Partnership, Victoria Centre Co 3 and Investments Co, the “ Victoria Centre Cos ”), ; (14) INTU DERBY LIMITED , a company incorporated in Jersey with its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115095) (“ Derby Parent 1 ”); (15) INTU DERBY 2 LIMITED , a company incorporated in Jersey with its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115096) (“ Derby Parent 2 ” and together with Derby Parent 1, the “Derby Parents ”); (16) THE WILMSLOW (NO.3) LIMITED PARTNERSHIP , a limited partnership registered in England and Wales under the Limited Partnerships Act 1907 and with registration number LP007037), acting by Derby General Partner 1 (the “Derby Borrower ”); (17) WILMSLOW (NO.3) GENERAL PARTNER LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London SW1H 0BT (registered number 03974021) in its capacity as general partner of the Derby Borrower (“ Derby General Partner 1 ”); (18) DERBY INVESTMENTS LIMITED PARTNERSHIP , a limited partnership registered in England and Wales under the Limited Partnerships Act 1907 and with registration number LP12239 acting by Derby Investments General Partner Limited, a company incorporated in England and Wales with its registered office at 40 Broadway, London SW1H 0BT (registered number 6236774), acting by Derby General Partner 2 (“ Derby Limited Partner 1”); (19) DERBY INVESTMENTS GENERAL PARTNER LIMITED , a company incorporated in England and Wales with its registered office at 40 Broadway, London SW1H 0BT (registered number 6236774), (“ Derby General Partner 2 ” and together with Derby General Partner 1, the “ Derby General Partners ”) (20) DERBY TRUSTEE NO. 1 LIMITED , a company incorporated in Jersey with its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115122) and DERBY TRUSTEE NO. 2 LIMITED , a company incorporated in Jersey with its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115123) in their capacity as trustees of the INTU DERBY JERSEY UNIT TRUST , a Jersey unit trust governed by and established pursuant to the Intu Derby Unit Trust Instrument (“ Derby Limited Partner 2 ”); (21) DERBY TRUSTEE NO. 1 LIMITED , a company incorporated in Jersey with its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115122) and DERBY TRUSTEE NO. 2 LIMITED , a company incorporated in Jersey with its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115123) in their capacity as trustees of the MIDLANDS SHOPPING CENTRE JERSEY UNIT TRUST (NO. 1) , a Jersey unit
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