Academies Ente/!rlse Trust II DEED OF VARIATION OF FUNDING AGREEMENTS January 2014 19 December 2012 v4 The Parties to this Deed are: (1) The Secretary of State for Education of Sanctuary Buildings, Great Smith Street, London SWlP 3BT (the "Secretary of State"); -and- (2) Academies Enterprise Trust, a charitable company incorporated in England and Wales with registered company number 6625091 whose registered address is at ACADEMIES ENTERPRISE TRUST, KILNFIELD HOUSE, FOUNDRY BUSINESS PARK, STATION APPROACH, HOCKLEY, ESSEX, SS5 4HS (the "Company"). together referred to as the "Parties". INTRODUCTION A. The Parties have entered into a master funding agreement on 10 July 2008, amended by deed of variation on 28 August 2009 (the "Existing MFA"). 8 . The Parties have entered into supplemental funding agreements in respect of: Anglesey Primary Academy, Ashingdon Primary Academy, Barton Hill Academy, Beacon Academy, Broadlands Academy, Brockworth Primary Academy, Caldicotes Academy, Charles Warren Academy, Childwall Sports and Science Academy, Clacton Coastal Academy, Columbus School and College, Cordeaux Academy, Cottingley Primary Academy, East Point Academy, Eston Park Academy, Everest Community Academy, Felixstowe Academy, Feversham Primary Academy, Firth Park Academy, Four Dwellings Academy, Four Dwellings Primary Academy, Gillbrook Academy, Greenfield Academy, Greensward Academy, Greenwood Academy, Hall Road Academy, Hamford Primary Academy, Hazelwood Academy, Kingswood Academy, Langer Primary Academy, Lea Forest Primary Academy, Maltings Academy, Meadstead Primary Academy, Millbrook Academy, 19 December 2012 v4 Molehill Copse Primary Academy, Montgomery Primary Academy, New Forest Academy, New Rickstones Academy, Newington Primary Academy, Newlands Academy, North Ormes by Primary Academy, North Thorseby Primary Academy, Oaks Primary Academy, Offas Mead Academy, Peak Academy, Percy Shurmer Academy, Pioneer School, Plumberow Primary Academy, Richmond Park Academy, Ryde Academy, Sandown Bay Academy, Severn View Primary Academy, Shafton Primary Academy, Sir Herbert Leon Academy, St Helens Primary Academy, StJames the Great Primary Academy, Swallow Hill Community College, Tamworth Enterprise College, Tendring Enterprise Studio School, Tendring Technology College, The Duston School, The Green Way Academy, The Rawlett School, The Ridge Academy, Tree Tops Academy, Utterby Primary Academy, Westerings Primary Academy, Weston Academy, Winton Community Academy, Wlshmore Cross Academy, (the "Existing Academies Enterprise Trust SFAs"). C. For the avoidance of doubt, the reference to Existing Academies Enterprise Trust SFAs includes those supplemental funding agreements that may have been amended by any deed of variation before the date of thls Deed. D. The Parties now wish to vary and amend the terms of the Existing MFA, the Existing Academies Enterprise Trust SFAs, in accordance with the terms of this Deed. LEGAL AGREEMENT 1. Words, expressions and interpretations used in this Deed shall, unless the context expressly requires otherwise, have the meaning given to them in, and shall be interpreted in accordance with, the New Master Funding Agreement (as defined in clause 2 below). 2. The Secretary of State and the Company agree that with effect from the date of this Deed, the Existing MFA shall be varied in accordance with the 19 December 2012 v4 Master Funding Agreement contained in Schedule 1 (the "New Master Funding Agreement"). For the avoidance of doubt, the New Master Funding Agreement does not terminate or suspend the Existing MFA but amends and re-states it. 3. The Secretary of State and the Company agree that with effect from the date of this Deed, the Existing Academies Enterprise Trust SFAs shall be varied in accordance with the New Academies Enterprise Trust Supplemental Funding Agreements contained in Schedule 2 (the "Academies Enterprise Trust SFAs"). For the avoidance of doubt, the New Academies Enterprise Trust SFAs do not terminate or suspend the Existing Academies Enterprise Trust SFAs but amend and re-state them. GOVERNING LAW AND JURISDICTION 3. This Deed, and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the Jaw of England and Wales. 4. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this deed or its subject matter or formation (including non-contractual disputes or claims). COUNTERPARTS 5. This Deed may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. 19 December 2012 v4 IN WITNESS whereof this Deed has been executed by the parties hereto and is intended to be and is hereby delivered on the latest date listed below. EXECUTED as a deed by affixing the corporate ) seal of the Secretary of State for Education ) authenticated by: ) ry of State for Education Date ........ !.-!..1":.{..'.... 1..... !~ ............. 19 December 2012 v4 EXECUTED as a deed by affixing the common seal of ) Academies Enterprise Trust in the presence of: ) ) ) ) ) Director ....... 9.:\A.i.fb.. o.f.: .. ~..... Date and Director Date 19 December 2012 v4 SUPPLEMENTAL AGREEMENT THIS AGREEMENT made 2013 BETWEEN (1) THE SECRETARY OF STATE FOR EDUCATION; and (2) ACADEMIES ENTERPRISE TRUST (The "Company") IS SUPPLEMENTAL TO THE MASTER FUNDING AGREEMENT made between the same parties and dated (the "Master Agreement"}. 1 DEFINITIONS AND INTERPRETATION 1.1 Except as expressly provided in this Agreement words and expressions defined in the Master Agreement shall have the same meanings in this Agreement as were ascribed to them in the Master Agreement. 1.2 The following words and expressions shall have the following meanings: "the Academy" means the Beacon Academy to be established at Shelthorpe, Community School, Woodthorpe Road, Loughborough, Leicestershire, LE11 2NF. "Chief Inspector" means Her Majesty's Chief Inspector of Education, Children's Services and Skills or his successor; "Insured Risks" means fire, lightning, explosion, earthquake, storm, tempest, flood, subsidence, landslip, heave impact, terrorism, bursting or overflowing of water tanks and pipes, damage by aircraft and other aerial devices, or articles dropped there from, riot and civil commotion, labour disturbance, and malicious damage and such other risks as the 19 December 2012 v4 Company insures against from time to time subject in all cases to any exclusions or limitations as may from time to time be imposed by the insurers or underwriters. "the Land" means the publicly funded land (including for the avoidance of doubt all buildings, structures landscaping and other erections} situated at and known as Shelthorpe, Community School, Woodthorpe Road, Loughborough, Leicestershire, LE11 2NF. 1.3 Reference in this Agreement to clauses and Annexes shall, unless otherwise stated, be to clauses and annexes of this Agreement. 2 THE ACADEMY 2.1 The Company will establish and maintain, and carry on or provide for the carrying on of the Academy in accordance with the Master Agreement and this Agreement. 2.2 The curriculum provided by the Academy to pupils up to the age of 16 shall be broad and balanced. 2.3 The requirements for the admission of pupils to the Academy are set out at Annex 1. ACADEMY OPENING DATE 2.4 The Academy shall open as a school on 1 December 2012 replacing Shelthorpe Community School which shall cease to be maintained by the Local Authority on that date, which date shall be the conversion date within the meaning of the Academies Act 2010. 2.5 The planned capacity of the Academy is 380 in the age range 4-11. 19 December 2012 v4 3 CAPITAL GRANT 3.1 Pursuant to clause 38 of the Master Funding Agreement, the Secretary of State may, in his absolute discretion provide Capital Expenditure funding in accordance with any arrangements he considers appropriate. 4 GAG AND EAG 4.1 The Secretary of State agrees to pay GAG and EAG to the Company in relation to the Academy in accordance with the Master Agreement. 4A NOTUSED 5 TERMINATION 5.1 Either party may give not less than seven Academy Financial Years' written notice to terminate this Agreement, such notice to expire on 31 August 2020 or any subsequent anniversary of that date. Termination Warning Notice 5.2 The Secretary of State shall be entitled to issue to the Company a written notice of his intention to terminate this Agreement ("Termination Warning Notice") where he considers that: a) the Academy is no longer meeting the requirements referred to in clause 12 of the Master Agreement (subject to clause 5.9 of this Agreement); b) the conditions and requirements set out in clauses 13-348 of the Master Agreement are no longer being met; c) the standards of performance of pupils at the Academy are unacceptably low; d) there has been a serious breakdown in the way the Academy is managed or governed; e) the safety of pupils or staff is threatened (whether by breakdown of discipline or otherwise); or f) the Company is otherwise in material breach of the provisions of this 19 December 2012 v4 Agreement or the Master Agreement. 5.3 A Termination Warning Notice issued by the Secretary of State in accordance with clause 5.2 shall specify: b) reasons for the Secretary of State's issue