For the attention of Mr Marius Kohl

Admjnistration des Contributions Directes

BUREAU D'IMPOSITION SOC. 6
Bureau d 'Imposition Societes VI
ENTREE
18, Rue du Fort Wedell
L-2982 Luxembourg

PriccwatcrhouscCoopcrs
Socictc a rcsponsabilitc limitcc
Rcviscur d'cntrcpriscs
400, route d'Esch
B.P. 1443
L-10 14 Luxembourg
Telephone+ 352 494848- 1
Facsimile +352 494848-2900
www .pwc.com/lu
info@lu.pwc.com

16 SEP. 2009

16 September 2009
Reference: VTLN/GARSNARD/A233a09001M-VETT

AMP Capital Investors Limited

AMP Capital Investors (Luxembourg No. 1) S.a r.I. - Restructuring

Dear Mr Kohl,
In our capacity of tax consultant of AMP Capital Investors Limited (and the Luxembourg
companies listed in Appendix 1) and further to the Letter dated 21 April 2005 prepared by
Loyens & Loeff Luxembourg (reference: 2129bonp/clayton amp capital/fund ii) and our
meetings held on 25 April 2008, 21 May 2008 and 17 September 2008, please find below
the tax treatment applicable to the transactions implemented by our client. This Letter aims
at confirming the conclusions reached during these meetings and will serve as a basis for
the preparation of the tax returns of the Luxembourg companies involved.

Background
AMP Capital Investors Limited ("AMP CI") used to have in place a Luxembourg
securitisation vehicle (AMP Capital Investors (Luxembourg No. 1) S.a r.I. - "the
SV" - for your infonnation, you will find a brief description of AMP CI and the
SITE Fund in Appendix 2). However, after evaluation of its legal and economic
nature, it appeared that the SV was no longer the appropriate vehicle for the holding
of infrastructure assets acquired by AMP CI through the SV. Consequently, AMP CI
decided to replace the SV by fully taxable Luxembourg companies and to liquidate
said SV.

Therefore, a reorganisation of the existing structure has been agreed, in which the SV
will be liquidated after being replaced by fully taxable Luxembourg companies (for
your information, you will find short step plans of the operations in Appendix 4a,
4b, 4c and 4d).

R.C.S. Luxembourg l3 65 477 TV A LU 17564447

The SY has nowadays seven compartments (A to G). However, the present analysis
will mainly be focused on Compartment A ("Stack A"), as its structure has been
replicated (completely or partially) under Compartments B, E, G ("Stack B",
"Stack E" and "Stack G") and nearly the same financing mechanism has been used.

The new structure provides for a double tracking repatriation mechanism where the
left-hand side of each stack tracks/repatriates (income on) receivables and the righthand side tracks/repatriates (income on) equity investments. For your information,
you will find structure charts (pre-liquidation and post-liquidation of the SY) in
Appendix 3a and 3b.

Besides, AMP CI set up a double tier Luxembourg structure for European investors
below SITE (Euro) SICAY that partially finances investments held by Stack A. This
structure provides for a specific (tracking) repatriation mechanism. Please note that
the tax regime applicable to the instruments financing the investments held by
Stacks A to G (and explained hereafter) is also applicable to the financing
mechanism of SITE (Euro) SICAY (for further details, please refer to Appendix 4a).

Applicable tax regime

B.1

Tax residency of Luxembourg companies

All the Luxembourg companies listed in Appendix l ("LuxCos") have their statutory
scat in Luxembourg. Moreover, they have their place of central administration in
Luxembourg to the extent that their shareholders' meetings and their board meetings
are held in Luxembourg, that the main management decisions are effectively taken in
Luxembourg and that their accounting is done in Luxembourg.

Consequently, all LuxCos will be considered to be Luxembourg tax residents within

the meaning of Article 159 of the Luxembourg Income Tax Law ("LITL") and
within the meaning of the double tax treaties concluded by Luxembourg.
Luxembourg tax residency certificates will therefore be able to be delivered by the
Luxembourg tax authorities upon request.

Moreover, it is the intention of AMP CI to open an office in Luxembourg before the

end of2009.

B.2

Luxembourg financing mechanism

All stacks are structured with a double tracking repatriation mechanism as described
below. As shown in Appendix 3a and 3b (under Stack A), the structure aims:

in its left-hand side, to finance all the receivables held by LuxCo 4A via connected
funded interest bearing loans ("debt linked IBLs"). Interest on those receivables are
repatriated up to the chain via interest payments on the debt linked IBLs;

(2)

in its right-hand side, to finance equity investments by means of profit participating

Joans ("PPLs") issued by LuxCo 2A, "equity linked IBLs" issued by LuxCo 3A and
interest free convertible notes ("IFCNs") issued by LuxCo 4A. Dividends on shares
held by LuxCo 4A are repatriated up to the chain via (i) dividend distributions and
interest payments on equity linked IBLs up to LuxCo 2A and (ii) the variable interest
on the PPLs from LuxCo 2A to the Investors. Capital gains realised by LuxCo 4A
are repatriated up to chain: (i) for the "principal", via a reimbursement of the
equity/debt instruments, and (ii) for the "pure capital gains'', via dividend
distributions up to LuxCo A 1 and then via the redemption of classes of shares (i.e.
redemption of a whole class of shares followed by a capital reduction and
cancellation of shares).

IO

As already mentioned, the SITE (Euro) SICAV fi nancing structure provides for a
specific (tracking) repatriation mechanism:

between LuxCo 4A and Site (Euro) No. 2 S.a r.l. ("Site LuxCo 2"), a double tracking
repatriation mechanism has been put in place (similar as the one explained above);

between Site LuxCo 2 and Site (Euro) No. 1 S.a r.I. ("Site LuxCo I") and between
Site LuxCo 1 and SITE (Euro) SICAV, a single repatriation mechanism based on onlending PPLs aims to repatriate any income derived by the borrower (for further
details, please refer to Appendix 5).

B.3 Luxembourg tax treatment of the tracking PP Ls

11

Based on the characteristics of the tracking PPLs as outlined in Appendix 5, those

instruments qualify as debt for Luxembourg corporate tax, municipal business tax
and net wealth tax purposes. Therefore, any payments due under the tracking PP Ls
will qualify as interest and will not be considered as dividends or re-characterised
into non-deductible payments under Article 164 LITL.

12

In the present case, the tracking PPLs will be structured as income-sharing loans and
not as profit participating bonds. Therefore, interest expenses at the level of the
issuer will not be subject to withholding tax in the meaning of Article 146(1)-3 LLTL.

13

Moreover, Articles 97( 1)-2 and 146( I )-2 LITL provide for a withholding tax when a
silent partnership is paying out profit participating return. In the present case, there is
no intention to create such a partnership. Therefore, no withholding tax in the
meaning of Articles 97(1 )-2 and 146( I )-2 LITL will apply.

14

Finally, 100% of interest paid on the tracking PP Ls will be tax deductible at the level
of the issuer in accordance with Article 45(1) LITL, unless Article 45(2) LITL is
applicable. Notwithstanding, Article 166(5) LITL and Article I (2) of the GrandDucal Decree of 21 December 2001 will be applicable to the charges previously
deducted by the lenders and linked to the financing of a participation in the
corresponding LuxCo.

(3)

B.4 Luxembourg tax treatment of the debt and equity linked IBLs
15

Based on the characteristics of the "debt and equity linked JBLs" as outlined in
Appendix 6, those instruments qualify as debt for Luxembourg corporate tax,
municipal business tax and net wealth tax purposes. No withholding tax will thus be
levied on any interest payments related to the debt and equity linked IBLs. Indeed,
said interests will be booked as a yearly financial cost (even if not paid but only
accrued for).

16

Consequently, the interest will constitute a tax-deductible charge at the level of the
issuer in accordance with Article 45(1) LITL, unless Article 45(2) LITL is
applicable. Notwithstanding, Article 166(5) LlTL and Article 1(2) of the GrandDucal Decree of 21 December 2001 will be applicable to the charges previously
deducted by the lenders and linked to the financing of a participation in the
corresponding LuxCo.

8 .5 Luxembourg tax treatment of the IFCNs

17

Based on the characteristics of the IFCNs as outlined in Append ix 7, those

instruments qualify as equity for Luxembourg corporate tax, municipal business tax
and net wealth tax purposes.

18

The total tax value of the participation held by the IFCNs holders in the different
target investments is financed by regular equity (and/or IFCNs), equity linked IBLs
or PPLs, which in turn arc financed by PPLs subscribed by their respective
shareholders. Consequently, Article 166(5) LITL and Article 1(2) of the GrandDucal Decree of 21 December 2001 will be applicable to the charges previously
deducted by the IFCNs holders and linked to the financing of corresponding
patiicipation in the target investments.

8.6 Luxembourg tax treatment of the C lasses of Shares

19

Lux Co 1A, LuxCo 1B, LuxCo 1E m1d LuxCo 1G's articles of association provide for
different redeemable classes of shares.

20

Under Article l 01(1) of LITL, profits derived by the holder of a qualifying

participation from the partial liquidation of a Luxembourg joint-stock company are
considered as income derived from the realisation of the participation, within the
meaning of Article 101 LITL.

21

According to Article 101(2) LITL, in case of redemption of a participation followed

by a consecutive reduction of share capital, the company is deemed partially
liquidated for a corresponding proportion.

(4)

22

In the case at hand, the redemption of a whole class of shares by LuxCo 1A,
LuxCo lB, LuxCo lE or LuxCo 10 followed by a proportional reduction of the
share capital of the company would be regarded as a partial liquidation of the entity
(Article 101 (1) LlTL) and thus as a realisation by the investors of a part of their
participation in this company.

23

Consequently, since income derived from the realisation of a shareholding is not

included by Article 146 LITL within the categories of capital income subject to
Luxembourg withholding tax, the redemption of a whole class of shares by
LuxCo 1A, LuxCo 1B, LuxCo l E or LuxCo 1G followed by a proportional reduction
of its share capital will not be subject to withholding tax in Luxembourg.

24

Please refer to our technical analysis in Appendix 8.

B.7 Compliance with the debt-to-equity ratio

25

Except in the specific cases explained below, the participations held by all the
LuxCos have been financed by equity. As a consequence thereof, the gearing on the
financing of those participations at the time of their acquisition by the respective
LuxCos did comply with the 85: 15 debt-to-equity ratio that is usually applied in
Luxembourg's practice for the intra-group financing of participations.

26

However, please note the following comments:

LuxCo 3A, LuxCo 38, LuxCo 3E and LuxCo 30: as mentioned above, IFCNs
qualify as equity for Luxembourg direct tax purposes. LuxCo 3A, LuxCo 38,
LuxCo 3E and LuxCo 30 mainly financed their participation (i.e. pure equity and
IFCNs) in LuxCo 4A, LuxCo 4B, LuxCo 4E and LuxCo 40 respectively through
equity linked IBLs. Given that the interest market rate applicable to the equity linked
IBLs (i.e. 1.0625% corresponding to I% plus the net taxable margin amounting to
0.0625%) is notably below the market interest rate, the equity linked IBLs are
therefore deemed to be discounted. As a consequence, the interest paid on these
equity linked IBLs will not exceed the amount of interest expenses due if the debt-toequity ratio of 85:15 were respected.
Consequently, pursuant to Articles 97(1 )-5 and 146 LITL, no withholding tax will be
due on interest paid under the equity linked IBLs. Furthermore, the entire interest
expense on the equity linked IBLs will be tax deductible at the level of LuxCo 3A,
LuxCo 38, LuxCo 3E and LuxCo 30 in accordance with Article 45(1 ) LITL, unless
Article 45(2) UTL is applicable.

Site LuxCo 2: in view of its investment activities and the fact that Site LuxCo 2 will
not suffer any bad debt risks notably due to the fact that the PPL's terms and
conditions contain a limited recourse clause, Site LuxCo 2 will not need to comply
with any debt-to-equity ratio and, as a result, will not be considered thinly
capitalised, even if it mainly owns equity assets. Indeed, Site LuxCo 2 will be
deemed to be in a connected funding position with respect to all investments
financed by PPL. All interest paid by Site LuxCo 2 under the PPL will be considered
as a tax deductible expense and will not be characterised into dividend.

(5)

27

Please refer to our technical analysis in Appendix 9.

B.8

Applicable margin

28

Taking into account the overall amount of GBP 498.3m on-lent in the whole
structure (i.e. in Site (Euro) SICAV and Stacks A to G) and the fact that
Site LuxCo 1, LuxCo 2A, LuxCo 2B, LuxCo 2E, LuxCo 2G, AMP Capital Investors
(MGN Gas) S.a r.l. and AMP Capital Investors (BAA Toggle Holdco) S.a r.I. bear
limited default risk and no foreign exchange exposure, those companies will be
deemed to realise an appropriate and acceptable profit with respect to Articles 56 and
164(3) LITL, provided that each of those companies realises an annual net taxable
margin of 0.0625% computed on the outstanding principal amount on-lent.

29

In case the accounting profit of those companies is higher to this minimum margin,
the taxable basis would be computed according to said accounting profit.

30

The net profit will be subject to corporate income tax and municipal business tax at
the aggregate rate of 28.59% for 2009.

31

No other taxable margin will be left at the level of the other LuxCos.

32

Please refer to our analysis in Appendix 9 for further details in this respect.

B.9 Luxembourg tax treatment applicable to the transfer of the SV assets and to the
liquidation of the SV
33

At the time the assets held by the SY were transferred to fully taxable Luxembourg
companies, a valuation of those assets was perfonned. The amount resulting from the
valuation was matched to the amount of debt and equity financing (i.e. PPLs, debt
and equity linked IBLs, IFCNs, ordinary shares and/or classes of shares) put in place
in the LuxCos of the different Stacks.

34

As the transfer was done at fair market value, the difference between the book value
and the market value (i.e. the increase in value of those assets) was recorded as a
gain in the SY accounts. The SV committed to distribute such a gain as a dividend.

35

Based on the Luxembourg Securitisation Law dated 22 March 2004 and on

Article 46 (14) LITL, any engagements assumed by a SV towards its investors arc
tax deductible and not subject to withholding tax. As a result, the dividend
commitment is tax deductible in the case at hand and the transfer of the SV assets to
the LuxCos is tax neutral.

36

Furthermore, pre-liquidation of the SV, the dividend committed was effectively

distributed to the investors (for further details, please refer to Appendix 4d first
paragraph).

(6)

37

Jn addition, the liquidation of the SY compartments will not trigger any taxes.

38

Finally, due to the fact that the SY has been deemed to be compliant with its tax
obligations/liabilities up-to its liquidation, AMP CI and LuxCos should not suffer
any adverse tax consequences in relation to the tax situation pre-liquidation and postliquidation of the SY.

8.10 Luxembourg tax treatment applicable to AMP Capital Investors

(Kemble Water) S.a r.I. and AMP Capital fnvestors (MGN Gas) S.a r.l. within
the scope of the liquidation of the SV
39

As all the transfers that occurred within the scope of the liquidation of the SY (i.e.
SY transfers and Promissory Notes transfers) have been done in a short period of
time and at the same accounting value, there is no realisation of any latent capital
gain (i.e. no profit and loss impact) neither in the hands of AMP Capital Investors
(Kemble Water) S.a r.I. nor in the ones of AMP Capital Investors (MON Gas) S.a r.J.

40

Please refer to Appendix 4d for short step plans of the liquidation operations.

B.11 Functional currency for tax purposes

41

The accounts of all the LuxCos (except for SITE (Euro) SICAY, Site (Euro) No. I
S.a r.L , Site (Euro) No. 2 S.a r. l., AMP Capital Investors (CLH No. I) S.a r.J. ,
AMP Capital Investors (Angel Trains EU No. 1) S.a r.I. and AMP Capital Investors
(Angel Trains EU No. 2) S.a r.l., which accounts are denominated in EUR) are
denominated in GBP. Indeed, G BP will be the functional currency of all the LuxCos
(except for the ones here above-mentioned) for tax purposes as from the date of their
incorporation. It follows that their tax returns will be established on the basis of the
yearly net profits converted into EUR by using the year-end market rate for GBP to
EUR exchange, as provided by the European Central Bank.

(7)

We remain at your disposal should you need any further information and would like to
thank you for the attention that you will give to our Letter.
Yours sincerely,

Vincent Lebrw1
Partner

Valerie Tollet
Senior Manager

Appendixes:
Appendix 1
Appendix 2
Appendix 3a
Appendix 3b
Appendix 4a
Appendix4b
Appendix 4c
Appendix 4d
Appendix 5
Appendix 6
Appendix 7
Appendix 8
Appendix 9
Appendix 10

List of Luxembourg companies covered by the present Letter

Description of AMP Capital Investors Limited and the SITE Fund
Structure chart pre-liquidation of the SV
Structure chart post-liquidation of the SV
Step plan of the operations - Stack A and SITE (Euro) SICAV
Step plan of the operations - Stacks B, E and G
Step plan of the operations - Stacks C, D and F
Step plan of the operations - Liquidation of the SV
Luxembourg tax treatment of the tracking PPLs
Luxembourg tax treatment of the debt and equity linked IBLs
Luxembourg tax treatment of the IFCNs
Luxembourg tax treatment of the Classes of Shares
Luxembourg financing and acceptable margin
Legal documentation

77iis tax agreement is based

0 11

the facts as presented

10

PricewaterhouseCoopers

S.a r.I.

as at the date the advice was given. 171e

agreement is dependent on specific/acts and circumstances and may not be appropriate to another party lhan the one/or which it was
prepared. 771is tax agreemenl was prepared with only the interes/s of AMP Capital Investors limited in mind. and was 110/ planned or
carried out in contemplMion of any use by any other parly. PricewaterlwuseCoopers

S.a r.I..

ifs partners. employees and or agents,

neither owe nor accept any d111y of care or any responsibility lo any other party, whether in contract or in tort (including without
limitation, negligence or breach q(statutory dury) however arising, and shall not be liable in respect of any loss, damage or

e~pense

of

wlwtever nature which is caused to any o/her party.

(8)

Appendix 1
List of Luxembourg companies covered by the present Letter

Denomination

Tax number

AMP Capital Investors (Luxembourg No. 1) S.a r.l.

2008/24/ 10 I 86

AMP Capital Investors (European Infrastructure No. 1) S.a r.l.

2008/24118629

AMP Capital Investors (European Infrastructure No. 2) S.a r.1.

2008/24/ 18637

AMP Capital Investors (European Infrastructure No. 3) S.a r.I.

2008/24/30386

AMP Capital Investors (European Infrastructure No. 4) S.a r.l.

2008/24/ 18696

AMP Capital Investors (Angel Trains UK No. 1) S.a r.l.

2008/24/38735

AMP Capital Investors (Angel Trains UK No. 2) S.a r.I.

2008/24/30378

AMP Capital Investors (Angel Trains EU No. l) S.a r.l.

2008/24/38786

AMP Capital Investors (Angel Trains EU No. 2) S.a r.l.

2008/24/ 18718

JO AMP Capital Investors (Infrastructure No. 1) S.a r.l.

2008/24/ 11845

11

AMP Capital Investors (Infrastructure No. 2) S.a r.l.

2008/24/1 1888

12 AMP Capital Investors (Infrastructure No. 3) S.a r.l.

2008/24/ 11977

AMP Capital Investors (Infrastructure No. 4) S.a r.I.

2008/24/13309

13

14 AMP Capital Investors (CLH No. 1) S.a r.l.

2008/24/3 8700

15

AMP Capital Investors (REST European Infrastructure No. 1) S.a r.l.

2008/24/39081

16 AMP Capital Investors (REST European Infrastructure No. 2) S.a r.l.

2008/24/39022

17 AMP Capital Investors (REST European Infrastructure No. 3) S.a r.l.

2008/24/3 903 0

18 AMP Capital Investors (MON Gas) S.a r.l.

2008/24/33032

19 AMP Capital Investors (BAA Toggle Holdco) S.a r.1.

2008/24/ 18688

20

AMP Capital investors (FDF European Infrastruct ure No. 1) S.a r.l.

2008/24/38751

21

AMP Capital Investors (PDF European Infrastructure No. 2) S.a r.l.

2008/24/38743

22

AM P Capital Investors (FDF European Infrastructure No. 3) S.a r.l.

2008/24/38913

23

AMP Capital Investors (Kemble Water) S.a r.l.

2008/24/33091

24 AMP Capital Investors (CIF European Infrastructure No. 1) S.a r.l.

2008/24/38719

25

AMP Capital Investors (CIF European Infrastructure No. 2) S.a r.1.

2008/24/38727

26

AMP Capital Investors (CIF European Infrastructure No. 3) S.a r.l.

2008/24/38778

27 Strategic Infrastructure Trust of Europe (EUR) SICAV-SIF

2008/45/01132

28 Site (Euro) No. 1 S.a r.l.

2008/24/341 36

29 Site (Euro) No. 2 S.a r.l.

2008/24/341 28

(9)

Appendix 2
Description of AMP Capital Investors Limited and the SITE Fund
AMP Capital Investors Limited is one of Australia's largest investment managers
with AUD 88.5 billion in funds under management (as at 31 March 2009). The
different specialist teams offer investment opportunities across a diverse range of
disciplines including equities, bonds, property, infrastructure, private equity,
diversified and multi-manager funds.
2

In the specialised market of Infrastructure, AMP Capital is one of the longest

standing participants in global infrastructure investment and manages in excess
AUD 4.5 billion in infrastructure investments in Australia, New Zealand, Asia and
Europe (as at March 2009). AMP Capital invests in all sub-sectors (utilities, transport
and social infrastructure) and lifecycles (greenfield, growth and mature) of the
infrastructure universe.

AMP Capital is an experienced and trusted infrastructure investment and fund

manager, with a proven track record in delive1ing excellent returns to clients.

The Strategic Infrastructure Trust of Europe (SITE) was established in 2005 and is
designed to provide investors with stable returns over the long-tenn through a mix of
capital growth and yield. The fund invests in a diverse range of infrastrncture assets
of varying life cycles and sectors.

To date the fund has made seven investments:

Angel Trains UK: Angel Trains is the largest UK rolling stock company with 37%
of the UK passenger rolling stock market. Angel leases its rolling stock to 16 out of
20 UK train operators on medium term leases supported by UK government direct
agreements and contractual support. Angel owns a total fleet of over 5 000 passenger
and freight trains, and approximately 97% of its fleet is currently on lease;

Angel Trains Europe: a well established, high growth European business,

Angel Trains Europe is a separate entity to Angel Trains UK, and has operations
across 11 European countries and provides approximately 240 locomotives and 180
passenger trains to various operators. Angel Trains Europe leases freight locomotives
across Austria, Belgium, France, Germany, Italy, Luxembourg, the Netherlands,
Poland, Spain and Switzerland. Angel Trains Europe leases passenger trains in
Denmark and Germany;

( l 0)

Compania Logistica de Hidrocarburos (CLH): CLH is the largest pipeline and

storage network for refined oil products in Spain and enjoys a monopoly of the
pipeline for refined petroleum products in mainland Spain. The CLH network
consists of over 3,800km of pipeline linking major refineries to main wholesale
distribution points as well as 38 storage facilities across mainland Spain and the
Balearic lslands;

Wales & West Utilities: Wales & West Utilities is an extensive gas distribulion
network comprising three local distribution zones and has boundaries with the
North West, West Midlands and South of England distribution networks. These
networks operate from two main administrative centres in Cardi ff and Bristol and l 8
operational sites situated across the network. The extensive distribution system
comprises of approximately 34,000 kilometres of distribution gas mains;

Kenyeri Hydro: Kenyeri Hydro is a joint venture with an experienced local

developer in Hungary, and represents SITE's first strategic investment in
Central Europe. The Hydropower asset is the first in a series of projects to acquire,
refurbish or develop energy sector investments focussing on EU countries of
Central Eastern Europe;

BAA: BAA is the largest global airport operator, with seven UK airports, including
Heathrow, Gatwick and Stansted in London. These UK airports handle around twothirds of all UK domestic passenger traffic and more than 80% of air cargo. The three
largest arc in the capital of London, with high barriers to entry and regulated
operations because of their strong market position. These three airports are price
regulated by the Civil Aviation Authority, which sets price caps based on an allowed
rate of return on capital (currently 7.75% pre-tax). BAA is well known to
AMP Capital as our co-shareholder and operator of APAC (Melbourne and
Launceston Airports);

Thames Water: Thames Water is the largest water and sewerage company in the UK
and supplies water to 8.5 million people across London and the south of England and
provides wastewater services to 13.5 million customers. Thames is a stable monopoly
business operating in a mature regulatory environment. The revenue certainty and
predictable cash flow of the asset provide the fund with a complimentary addition to
its existing portfolio.

( 11 )

Appendix 3a
Structure chart of the SITE Fund
Pre-liquidation of AMP Capital Investors (Luxembourg No. l) S.a r.l.

(12)

Appendix 3b
Structure chart of the SITE Fund
Post-liquidation of AMP Capital Investors (Luxembourg No. 1) S.a r.I.

(1 3)

.I

Appendix 4a
Step plan of the operations - Stack A and SITE (Euro) SICAV
Please find below a short step plan summansmg the Stack A and SITE (Euro)
SICAV Luxembourg financing structures:
AMP CI structured a four tier Luxembourg structure under the Compartment A of
AMP Capital Investors (Luxembourg No. l) S.a r.l. ("the SV") (''Stack A"). In
May 2008, the SV incorporated AMP Capital Investors (European Infrastructure
No. 1) S.a r.l. ("LuxCo IA") with a share capital of GBP 400,000 divided into
I 0 classes of shares (modification of the articles of association in October 2008). At
the
same
time,
LuxCo 1A
incorporated
AMP
Capital
Investors
(European Infrastructure No. 2) S.a r.l. ("LuxCo 2A") with a share capital of
GBP 20 000. In tum, LuxCo 2A incorporated AMP Capital Investors
(European Infrastructure No. 3) S.a r.l. ("LuxCo 3A") with a share capital of
GBP 20 000. Finally,
LuxCo 3A incorporated AMP Capital
Investors
No.
4)
S.a
r.1.
("LuxCo
4A")
with
a
share
capital
of
(European Infrastructure
GBP 20 000.
2

Once the structure was put in place, the SV transferred all its assets (i.e. receivables
and equity investments) down the chain to LuxCo 4A. ln exchange, LuxCo 4A
issued IFCNs A, B and C (financing equity investments) and IBL T (financing
receivables) to LuxCo 3A. In tum, LuxCo 3A issued IBLs A, B and C (tracking
equity investments) and IBL U (tracking receivables) to LuxCo 2A. Finally, the latter
issued PPL A to the SV, and PPLs B and C to the Australian investors, tracking
equity investments and IBL V to the SV tracking receivables. In the near future,
existing IBL U and IBL T could be merged into a new IBL UT issued by LuxCo 4A
and subscribed by LuxCo 2A.

In parallel, AMP CI set up a triple tier Luxembourg strncture for European investors
as fo llows: in May 2008, AMP CI incorporated SITE (Euro) SICA V ("the SICAV"),
which in turn incorporated in August 2008 Site (Euro) No. 1 S.a r.l. ("Site LuxCo I")
with a share capital of EUR 14 000. At the same time, Site LuxCo 1 incorporated
Site (Euro) No. 2 S.a r.l. ("Site LuxCo 2") with the same amount of share capital. In
October 2008, LuxCo 3A transferred 12.24% of its shareholding into LuxCo 4A to
Site LuxCo 2.

In order to finance equity investments and receivables, the SICAV subscribed for
PPL D issued by Site LuxCo I. In tum, Site LuxCo I subscribed for the same
amount of PPL E issued by Site LuxCo 2. TI1en, Site LuxCo 2 subscribed for
IFCN D (financing equity investments) and IBL S (financing receivables) issued by
Lux Co 4A for the total amount of the PPL issued to Site LuxCo 1.

(14)

In the future, it is envisaged that SITE (Euro) SICAV (via Site LuxCo 2) will
increase its financing in Stack A (through LuxCo 4A), thus diluting the current
investment of Stack A. Should so be the case, the relevant tax treatment of this extra
investment and dilution will have to be discussed at that time and another letter will
be addressed to the Luxembourg tax authorities.

(15)

Appendix 4b
Step plan of the operations - Stacks B, E and G
Please find below a short step plan summarising the Stacks B, E and G Luxembourg
financing structures:
AMP CI structured a triple tier Luxembourg structure respectively under
Compartments B, E and G of the SY ("Stack B", "Stack E" and "Stack G"). In
September
2008,
the
SY
incorporated
AMP
Capital
Investors
(REST European Infrastructure No. I) S.a r.l. ("LuxCo 1B") with a share capital of
GBP 400 000 divided into 10 classes of shares, AMP Capital Investors
(FDF European Infrastructure No. 1) S.a r.l. ("LuxCo 1E") with a share capital of
GBP 100 000 divided into 10 classes of shares and AMP Capital Investors
(CIF European Infrastructure No. I) S.a r.l. (" LuxCo I G") with a share capital of
GBP 100 000 divided into I 0 classes of shares. At the same time, LuxCo 1B,
LuxCo 1E and LuxCo 1G respectively incorporated AMP Capital Investors
(REST European
Infrastructure
No. 2)
S.a
r.l.
("LuxCo
2B"),
AMP Capital Investors (FDF European Infrastructure No. 2) S.a r.1. ("LuxCo 2E")
and AMP Capital Investors (ClF European Infrastructure No. 2) S.a r.1. ("LuxCo
2G") with a share capital of GBP 20 000 each. In tum, LuxCo 2B, LuxCo 2E and
AMP
Capital
Investors
LuxCo 2G
respectively
incorporated
(REST European [nfrastructure No. 3) S.a r.l. ("LuxCo 38"), AMP Capital Investors
S.a r.l.
("LuxCo
3E")
and
(FDF European
Infrastructure
No.
3)
AMP Capital Investors (CIF European Infrastructure No. 3) S.a r.l. ("LuxCo 3G")
with a share capital of GBP 20 000 each.
2

Once the structure was put in place, the SV transferred all its assets per compartment
(i.e. receivables and equity investments) down the chain to the relevant LuxCo 3. In
exchange LuxCos 3 issued to their respective LuxCo 2 IBLs tracking equity
investments (i.e. IBL BA, EA and GA) and IBLs tracking receivables (i.e. IBLs BC,
EC and GC) whilst each LuxCo 2 issued PPLs tracking equity investments (i.e. PPLs
BA, EA and GA) and IBLs tracking receivables (i.e. IBLs BB, EB and GB) to the
Australian investors.

(16)

Appendix 4c
Step plan of the operations - Stacks C, D and F
Please find below a short step plan summarising the Stacks C, D and F Luxembourg
financing structures:
Under Compartment C, ("Stack C"), the SV is directly holding its receivable and
equity investment through AMP Capital lnvestors (MGN Gas) S.a r.I. To finance its
investment, AMP Capital Investors (MGN Gas) S.a r.l. issued to the SV IFCNs
tracking equity investments (i.e. IFCN C MGN) and IBLs tracking the receivable
(i.e. IBL C MGN).
2

Under Comprutment D ("Stack D"), the SV is directly holding its receivable through
AMP Capital investors (BAA Toggle Holdco) S.a r.l. To finance its investment,
AMP Capital Investors (BAA Toggle Holdco) S.a r.l. issued to the SY TBLs tracking
the receivable (i.e. IBL D Toggle).

Under Compartment F ("Stack F"), the SY is directly holding its receivables and
equity investments through AMP Capital Investors (Angel Trains UK No. I) S.a r.l.
and AMP Capital Investors (Angel Trains EU No. 1) S.a r.l. To finance its respective
investments, each of those Luxembourg holding companies issued to the SY lFCNs
tracking equity investments (i.e. JFCN AT UKl and IFCN AT EUI).

(I 7)

Appendix 4d
Step plan of the operations - Liquidation of the SV
Please find below a short step plan summarising the liquidation of the SV:
Pursuant to each assignment and repayment agreement dated 9 June 2009, each
compartment of the SV assigned and transferred its assets to its shareholders against
the redemption and cancellation of its PPNs and full repayment of its shareholder
loans. Moreover, in accordance with those assignment and repayment agreements,
each shareholder issued Promissory Notes to the SV as payment linked to the transfer
of part of the assets per compartment.
2

On the same date and pursuant to a share transfer agreement, the SV has been
transferred by its shareholders to AMP Capital Investors (Kemble Water) S.a r.l.
("Kemble Water HoldCo") for an amount equal to the total outstanding assets in the
SV. As a consequence, Kemble Water HoldCo became the sole shareholder of the
SV as from that date.

Pursuant to a share transfer agreement dated 11 June 2009, Kemble Water HoldCo
transferred the SV to AMP Capital Investors (MGN Gas) S.a r.l.
("MGN Gas HoldCo") for an amount equal to the total outstanding assets in the SV.
As a consequence, MGN Gas HoldCo became the sole shareholder of the SV as from
that date.

On 16 June 2009, MGN Gas HoldCo decided the anticipatory winding-up of the SV
and all its compartments and resolved to voluntary open the liquidation of the SV.

After the payment of all its liabilities, the SV endorsed its Promissory Notes
(representing all its assets) to MGN Gas HoldCo as part of the liquidation
distribution process.

On 30 June 2009, MGN Gas HoldCo endorsed the Promissory Notes received under
Step 5 to Kemble Water HoldCo as payment of its outstanding debt resulting from
the transfer of the SV shares held on 11 June 2009.

In turn, Kemble Water HoldCo endorsed the Promissory Notes received under Step 6
to the original SV shareholders as payment of its outstanding debt resulting from the
transfer of the SV shares held on 9 June 2009. Further to that step, the
Promissory Notes are cancelled.

As all those transfers (i.e. SV transfers and Promissory Notes transfers) have been
done in a short period of time and at the same accounting value, there is no
realisation of any latent capital gain (i.e. no profit and loss impact) neither in the
hands of Kemble Water HoldCo nor in the ones of MGN Gas HoldCo.

Finally, the SV is liquidated (this should occur in the coming weeks).

(18)

Appendix 5
Luxembourg tax treatment of the tracking PPLs
A

Characteristics of the tracking Profit Participating Loans ("PPLs")

For each existing investment or new investment(s) to be performed, the borrower
would issue PPL(s) in favour of the lender, and then would subscribe for the same
amount of the instrument(s) issued by the borrower's subsid iary(ies) to finance the
underlying investment(s).

In this way, under Stacks A to G, the PPLs issued by the borrower would track the
instrument(s) issued by its subsidiary(ies), which, in tum, would track the specific
investment income (i.e. any income or proceeds, including by way of interest or
loans, dividends, rental income or related thereto, interest on deposits, other than
capital gains or proceeds of any refinancing) from the relevant underlying
investment.

Under Site (Euro) SICA Y, the on-lending PPLs issued by the borrower would
repatriate all the income derived by its subsidiary (i.e. any income or proceeds,
including by way of interest or loans, dividends, rental income or related thereto,
interest on deposits, or otherwise, including any forex gains and capital gains or
proceeds of any refinancing).

All the PPLs issued (or to be issued) would have the same following characteristics:
PPLs (Stacks A - G)

On-lending PPLs (Site(Euro) SICA V)

Term

30 years (depends on the underlying

investment).

30 years (depends on the underlying

investment).

Fixed Yield

1% per arumm.

Variable Yield

ln relation to any tranche of loan which An amount equal to all income or

funds indirectly one investment, an proceeds derived by the borrower from
amount equal to all income or proceeds the underlying investments (and which
derived by the borrower (which are are reflected m the accounts of the
reflected in the accounts of the borrower borrower for the accrual period).
for the accrual period) from the tranche of
the instrument funding that particular
investment and from the investment (to
the extend funded under the PPL
agreement), less the investment capital
gains and the fixed interest rate of the
funding
the
particular
instrument
investment, provided however that the net
profits of the company realised in relation
to the investment and the tranche of the
instrument funding that investment shall
never be less than the net taxable margin

Characteristics

Top Lux Co: I% per arumm;

Bottom Lux Co: 1.0625% per
annum (i.e . I% plus a net taxable
margin amounting to 0.0625%).

(1 9)

of that instrument in relation to that

particular tranche for each accrual period
and for previous accrual periods rolled
over as the case may be for each such
previous accrual periods where the net
taxable margin of the underlying
instrument in relation to that particular
tranche of the instrument funding that
particular investment was not realised.
Pa yment of Fixed
Yield

Annually in arrears on each interest

payment date.

Annually in arrears on each interest

payment date.

Pa yment of
Var iable Yield

Variable interest for an accrual period

shall be dctem1ined at the end of the
relevant accrual period on the basis of the
accounts and shall be payable on the
relevant interest payment date.

Variable interest for an accrual period

shall be dctcnnincd at the end of the
relevant accrual period on the basis of the
accounts and shall be payable on the
relevant interest payment date.

Repayment

At the earlier of (i) final maturity date or

(ii) liquidation of the borrower.

At the earlier of (i) final maturity date or

(ii) liquidation of the borrower.

Prepayment on
Disposal

In the event of the disposal by the

borrower by way of sale or otherwise of
all of its interests (directly or indirectly)
m an investment, or in case of a
prepayment to the borrower of a tranche
of funding owing under the instrument
relating to an investment.

In the event of the disposal by the

borrower by way of sale or otherwise of
all of its interests (directly or indirectly)
in an investment, or m case of a
prepayment to the borrower of a tranche
of funding owing under the instrument
relating to an investment.

Voluntary
Prepayment

At any time and at the borrower's

election.

At any time and at tlle borrower's

election.

Payment of
Principal a nd
Yield in Cash or
in Kind

Any payment hereunder may be in cash, Any payment hereunder may be in cash,
provided that the borrower may make provided that tbe borrower may make
payments other than in cash (including payments other than in cash (including
payments of interest) including by way of payments of Interest) including by way of
transfer of assets and any rights transfer of assets and any rights
(including transfer of the underlying (including transfer of the underlying
instrument and its rights) there under (less instrument and its rights) there under.
an amount equal to the net taxable margin
of the underlying instrument).

Limited
Recourse

Any recourse the lender may have to tJ1e

borrower with respect to any amounts
owing to it under a tranche of the facility
related to an investment tracked though
the PPL agreement shall be limited to the
tranche of the underlying instrument
related to that same investment.

Any recourse the lender may have to the

borrower with respect to any amounts
owing to it under a tranche of the facility
related to an investment tracked through
the PPL agreement shall be limited to any
amounts received or receivable (whether
in cash or otherwise) by the company
with respect to the tranche of the
underlying instruments.

Future PP Ls to be implemented within the framework of new investments will have

the same features as depicted above. Each PPL will be linked to specific investments
and will only track regular income (other than capital gains or proceeds from
refinancing) deriving from the investments they finance to preserve the deemed
compartments system. The set of the PPLs will also be limited recourse. Finally, it
should be pointed out that the tracking PPLs may be reimbursed in kind (transfer of
the assets they finance).

(20)

A sample of PPL issued within the present restructuring is attached to this letter in
Appendix 10.

Qualification of the tracking PPLs as debt from a Luxembourg tax

perspective

Based on the above mentioned characteristics, the tracking PPLs issued within the
present restructuring will be treated as debt for Luxembourg tax purposes.

In this respect, the explanatory note to the income tax reform law no. 571 of 1955
(Projet de Loi on Article 114 - currently Article 97 - LITL) points out that the
distinction between debt and equity must be done on the basis of the economic
characteristics of the financial instrument. In particular, the main economic features
that characterise a financial instrument as debt are:

the fact that the instrument yields a fixed income, even in a situation where the
company is in a loss position (as opposed to an equity participation which gives right
to a percentage of the company's profits); and,

a privileged ranking over the company's shares.

Consequently, given that the tracking PP Ls:

have a maturity of 30 years;

entitle their holder to a fixed return (without taking into consideration if the company
is in a profit or loss position); and,

rank prior to the company's shares,

the tracking PPLs will be qualified as debt for Luxembourg corporate tax, municipal
business tax and net wealth tax purposes, and interest thereon will be deductible
under the same conditions as applied to fixed interest debt.

Interest paid under the tracking PPLs exempt from Luxembourg

dividend withholding tax

10

Under Luxembourg tax law, Articles 97 and 164 LITL set out the key criteria to
characterise a payment as dividend rather than interest. According to these rules,
following elements shall be considered:

entitlement to the ongoing profit (including the profit reserves); and,

entitlement to the liquidation proceeds.

(21)

11

According to these rules, interest payments which do not participate directly in the
net profit after taxes of the borrower or the liquidation proceeds will not be
considered as dividend.

12

In the case at hand, the return on the PPLs will have two components: a fixed interest
and a variable interest. The latter varies in accordance with the income realised on the
underlying investments financed with the PPLs. Hence, the PPLs will not be
considered participating in the net profits after taxes. Further, it will not be
considered participating in the liquidation proceeds of the company. In fact, as the
PPLs rank superior to shares, in the event of liquidation, any outstanding amount due
and payable to the PPLs holders will be paid before the liquidation gain or loss will
be computed.

13

Furthermore, Article 146(1)-3 LITL provides for the application of a withholding tax
upon payment of interest arising from participating bonds or other similar securities.
interest payments are only subject to a 15% withholding tax in Luxembourg if the
following conditions apply:

the loan is structured in the form of bonds or other similar securities; and,

aside from the fixed interest, a supplementary interest varying according to the
amount of distributed profit is paid, unless the supplementary interest is linked to a
corresponding decrease in the fixed interest.

14

In the case at hand, the debts owed by the borrower are structured as PPL facilities
and the participating interest docs not depend on distributed profit.

15

In addition, Articles 97(1 )-2 and 146(1 )-2 LITL provide for a withholding tax when a
silent partnership is paying out profit participating return. In the present case, there is
no intention to create such a partnership. Indeed, there is no "affectio societatis " by
the PPL holders and no intention to establish a company in the sense of Article 1832
of the Civil Law Code.

16

Based on the above analysis, no dividend withholding tax will be due on interest paid
under the PPLs (neither on the ground of Article 146(1 )-3 LITL nor on the one of
Article 146(1)-2 LITL).

Tax deductibility of the interest paid under the tracking PPLs

17

100% of all interest paid on the tracking PP Ls described above will be tax deductible
in accordance with Article 45(1) LITL, unless Article 45(2) UTL is applicable
(interest expense in relation to exempt income). Moreover, Article 166(5) LITL and
Article 1(2) of the Grand-Ducal Decree of 21 December 2001 will be applicable to
the charges previously deducted by the lenders and linked to the financing of a
participation in the corresponding Lux.Co.

(22)

18

Finally, it should be noted that Article 164 LITL provides for a non-deductibility of
payments on participating securities. In the case at hand, the PPLs are not structured
as a security.

(23)

Appendix 6
Luxembourg tax treatment of the debt and equity linked IBLs
A

Characteristics of the debt and equity linked Interest Bearing Loans

("IBLs")
For each existing investment or new investment(s) to be performed, the borrower
would issue IBL(s) in favour of the lender, and then would subscribe for the same
amount of the instrument(s) issued by the borrower's subsidiary(ies) to finance the
underlying investment(s). In this way, the IBL(s) issued by the borrower would track
the instrument(s) issued by its subsidiary(ies), which, in turn, would track the
underlying investment (i.e. IBLs or TFCNs). All the IBLs issued (or to be issued)
would have the same following characteristics:

Characteristics

Debt and equity linked IBL

Term

Between 7-30 years depending on the underlying investments (the term is at any
time identical to the maturity date applicable in connection with the portion of
the instrument that the tranche of loan directly funds).

Yield

Depending on what the IBLs are funding, interest will be calculated differently:

Interest Payment Date

for IBLs issued by LuxCos situated at LuxCo 2 level of each

compartment: for investments other than MGN Gas and BAA Toggle, the
interest payable is equal to (i) the net interest income derived by the
borrower (which is reflected in the accounts of the borrower for the
interest period) from the tranche of the underlying instrument funding the
investment, or part thereof, to the extent that this tranche of loan directly
funds that tranche, (ii) less a margin of 0.0625% multiplied by the sum of
the principal and any unpaid interest capitalised in the interest period on a
tranche of the particular instrument funding the investment, or part
thereoi~ to the extent that this tranche of loan directly funds that tranche;

for lBLs in connected funding position with an IBL: the interest payable
is equal to the net interest income derived by the borrower (which is
reflected in the accounts of the borrower for the interest period) from the
tranche of the instrument funding the investment issued under this IBL
agreement to the extent that this tranche of loan directly funds that
tranche;

for lBLs in connected funding position with a PPL: a mandatory fixed

interest rate of 1.0625% per annum (i.e. I% plus the net taxable margin
amounting to 0.0625%) on the outstanding balance of any and all loan
tranches drawn under the IBL agreement;

for IBLs issued by MGN Gas HoldCo and BAA Toggle lloldCo: the
interest payable is equal to (i) the net interest income derived by the
borrower (which is reflected in the accounts of the borrower for the
interest period) from the lenders share of the investment, (ii) less a margin
of 0.0625% multiplied by the sum of the principal and the lender share
multiplied by any unpaid interest capitalised by the subsidiary company.

The borrower shall pay the interest on t11e specific tranche of loan in periods as
refetTcd on the underlying instruments at the bottom of the structure funding that
tranche of loan or investment (either once a year or on each interest period equal
to six months).

(24)

Repayment

At the earlier of(i) final maturity date or (ii) liquidation of the bo1TOwer for IBLs
others than IBLs funding MGN Gas, BAA Toggle and Kemble Water, which
shall be paid at the liquidation of the borrower.

Prepayment on
Disposal

In the event of the disposal by the borrower by way of sale or otherwise of all of
its interests (directly or indirectly) in the investment, or in case of a prepayment
to the borrower of all amounts owing under the underlying instrument.

Voluntary Prepayment

At any time and at the borrower's election.

Limited Recourse

Any recourse the lender may have to the borrower with respect to any principal
and interest amounts owing to it under a tranche of the underlying instrument
related to an investment shall be limited to amounts owing directly and indirectly
to the borrower in relation to that investment.

Future IBLs to be implemented within the framework of new investments will have
the same features as depicted above. Each IBL will be linked to specific investments
and will also be limited recourse.

A sample of IBL issued within the present restructuring is attached to this letter in
Appendix 10.

Qualification of the IBLs as debt from a Luxembourg tax

perspective

Based on the above mentioned characteristics, the IBLs issued within the present
restructuring will be treated as debt for Luxembourg tax purposes.

In this respect, the explanatory note to the income tax reform law no. 571 of 1955
(Projet de Loi on Article 114 - currently Article 97 - LITL) points out that the
distinction between debt and equity must be done on the basis of the economic
characteristics of the financial instrument. In particular, the main economic features
that characterise a financial instrument as debt are:

the fact that the instrument yields a fixed income, even in a situation where the
company is in a loss position (as opposed to an equity participation which gives right
to a percentage of the company's profits); and,

a privileged ranking over the company's shares.

Consequently, given that the IBLs:

have a maturity of maximum 30 years;

do not confer any voting rights to their holder;

entitle their holder to a fixed return and not to a right in the profits or liquidation
surplus of the issuer; and,

(25)

rank prior to the company's shares,

the lBLs will be qualified as debt for Luxembourg corporate tax, municipal business
tax and net wealth tax purposes, and interest thereon will be deductible under the
same conditions as applied to fixed interest debt.

Interest paid under the IBLs exempt from Luxembourg dividend

withholding tax

Article 146(1 )-3 LITL provides for the application of a withholding tax upon
payment of interest arising from participating bonds or other similar securities.
Interest payments are only subject to a 15% withholding tax in Luxembourg if the
following conditions apply:

the loan is structured in the form of bonds or other similar securities; and,

aside from the fixed interest, a supplementary interest varying according to the
amount of distributed profit is paid, unless the supplementary interest is linked to a
c01Tesponding decrease in the fixed interest.

Consequently, as the IBLs will bear a fixed interest, are not profit participating bonds
and carry an arm's length interest rate, no dividend withholding tax will be due on
interest paid under the IBLs.

Tax deductibility of the interest paid under the IBLs

I 00% of all interest paid on the IBLs described above will be tax deductible in
accordance with Article 45(1) LITL, unless Article 45(2) LITL is applicable (interest
expense in relation to exempt income). Notwithstanding, Article 166(5) LITL and
A11icle 1(2) of the Grand-Ducal Decree of 21 December 2001 will be applicable to
the charges previously deducted by the lenders and linked to the financing of a
participation in the corresponding LuxCo.

(26)

Appendix 7
Luxembourg tax treatment of the IFCNs
A

Characteristics of the Interest Free Convertible Notes ("IFCNs")

For each existing investment or new investment to be perfo1111ed, Site LuxCo 2,
LuxCo 4A, LuxCo 3A, LuxCo 3B, the SY (Compartment C)/Investors under
Stack C, LuxCo 3E, the SV (Compartment F)/lnvestors under Stack F and
LuxCo 30, AMP Capital Investors (Angel Trains UK No. 1) S.a r.1.,
AMP Capital Investors (Angel Trains UK No. 2) S.a r.I., AMP Capital Investors
(Angel Trains EU No. 1) S.a r. l., would grant lFCN(s) to their underlying companies.
Those instruments would be financed by PPL (under SITE (Euro) SICAV), IFCNs
(under Stack A, AMP Capital Investors (Angel Trains UK No. 1) S.a r.l. ,
AMP Capital Investors (Angel Trains UK No. 2) S.a r.l., AMP Capital Investors
(Angel Trains EU No. I) S.a r.l.,) and equity linked IBLs (under Stacks A, B, E and
G) issued by the respective lender to its parent company, which in its tum issued PPL
to the investors.

It is worth mentioning that some of the IFCNs may be capitalised by the lender(s) in
the future (e.g., the one issued by MON Gas HoldCo).

All the IFCNs issued (or to be issued) would have the same following characteristics:

a maturity of 60 years;

non-interest bearing;

redeemable at any time at the option of the issuer;

convertible into shares of the issuer;

stapling to shares.

A sample of IFCN issued within the present restructuring is attached to this letter in
Appendix 10.

(27)

Qualification of the IFCNs as equity from a Luxembourg tax

perspective

The explanatory note to the income tax reform law no. 571 of 1955 (Projet de Loi on
Article 114 - currently Article 97 - LITL) points out that the distinction between
debt and equity must be done on the basis of the economic characteristics of the
financial instrument. According to administrative practice, the following factors can
be used to detennine whether a security ought to be characterised as equity or debt
for Luxembourg tax purposes: the maturity date, the ranking, the type of
remuneration, and other relevant economic characteristics.

Consistent with the characteristics mentioned above, the IFCNs issued within the
present restructuring should be treated as equity for Luxembourg direct tax purposes.
The IFCNs have indeed the economical characteristics of equity, i.e.:

they are subscribed by shareholders of the issuer;

they have a maturity of 60 years;

they arc interest free;

they arc redeemable at any time at the option of the issuer;

they are convertible into shares of the issuer;

they arc stapled to the relevant LuxCo's shares.

Accordingly, from a Luxembourg corporate tax perspective, the IFCNs should

qualify as an equity contribution namely for the purpose of Article 166 LITL. In
addition, IFCNs will be considered as a participation within the meaning of
paragraph 60 of the Property and Securities Valuation Act.

As a consequence, the tax value of the participation in the respective LuxCos should
be increased by the amount of the nominal value of the IFCNs subscribed by the
lenders. Such increased value of the participation in the respective LuxCos will be
reflected in the tax forms 506a and in separate tax balance sheets to be filed annually
by said lenders.

As already mentioned, the total tax value of the participation held in the respective
investments is financed by regular equity (and/or IFCNs), equity linked IBLs or
PPLs at the level of the lenders and the issuance of PPLs issued by the lenders to
their respective parent LuxCo. Consequently, Article 166(5) LIT L and Article I (2) of
the Grand-Ducal Decree of 21 December 2001 will be applicable to the charges
previously deducted by the lenders and linked to the financing of corresponding
participation in the respective LuxCos.

(28)

10

In addition to the above, the lenders will have to retain at any time at least 10% of the
respective LuxCo's share capital (or a pa11icipation therein with an acquisition cost
of at least EUR 1.2m for dividends and EUR 6m for capital gains) in order to benefit
from the participation exemption regime. Indeed, the IFCNs will not be taken into
account to determine the minimum threshold required for the application of the
Luxembourg participation exemption regime.

(29)

Appendix 8
Luxembourg tax treatment of the Classes of Shares
A

Description of issued shares and redemption mechanism

LuxCo I A, LuxCo 1B, LuxCo IE and Lux Co I G issued, in addition to the existing
ordinary shares, preferred shares divided into 9 classes of preferred shares (i.e. class
A to class I preferred shares). All shares have a nominal value of GBP I each.

The classes of shares implemented within the structure at the level of LuxCo 1A,
LuxCo 1B, LuxCo l E and Lux Co 1G have the following main features:

each class of shares is linked to a specific period of time and have the same voting
rights;

the share capital of the company may be reduced through cancellation of shares
including by the cancellation of one or more entire class(es) of preferred shares
through the repurchase and cancellation of all the shares in issue in such class(es);

in the event of a reduction of share capital through the repurchase and the
cancellation of one or more class(es) of preferred shares, the holders of shares of the
repurchased and cancelled class(es) of preferred shares shall receive from the
company an amount equal to the cancellation value per share for each share of the
relevant class(es) held by them and cancelled;

each class of preferred shares gives right to the holders pro rata to their holding in
such class, in case of redemption of such class, to the available amount for the
relevant class period to which the class relates;

the class A period is the period starting on the day of incorporation of the company
and ending on the interim account date for the class A 2009 interim accounts;

the class B period is the period starting on the day after the class A period and ending
on the interim account date for the class B 2010 interim accounts;

the class C period is the period starting on the day after the class B period and ending
on the interim account date for the class C 2011 interim accounts;

the class D period is the period starting on the day after the class C period and ending
on the interim account date for the class D 2012 interim accounts;

the class E period is the period starting on the day after the class D period and ending
on the interim account date for the class E 2013 interim accounts;

the class F period is the period starting on the day after the class E period and ending
on the interim account date for the class F 2014 interim accounts;

(30)

the class G period is the period starting on the day after the class F period and ending
on the interim account date for the class G 2015 interim accounts;

the class H period is the period starting on the day after the class G period and ending
on the interim account date for the class H 2016 interim accounts;

the class I period is the period starting on the day after the class H period and ending
on the interim account date for the class I 2017 interim accounts;

for the avoidance of doubt, if there has been no interim account date for a certain
class, the class pe1iod of such class will end on the last day of the third month
following the first year end after the start date of the relevant class period;

in the event a class of preferred shares has not been repurchased/redeemed and
cancelled within the relevant class period, the holders of such class shall become
entitled, in case of a repurchase/redemption and cancellation of the relevant class, to
the available amount for a new period;

the first new period shall start on the date after the class I period and the classes of
preferred shares not repurchased/redeemed and not cancelled in their petiod shall
come in the order of class A to class I (to the extent not previously
repurchased/redeemed and cancelled).

A sample of Classes of shares issued within the present restructuring is attached to

this letter in Appendix 10.

Tax treatment of the redemption of shares

The different classes of preferred shares issued at the level of LuxCo 1A, LuxCo 1B,
LuxCo IE and LuxCo l G provide for different economic rights.

Under Article 101(1) of LITL, profits derived by the hoJder of a qualifying

participation from the partial liquidation of a Luxembourg joint-stock company is
considered as income derived from the realisation of the participation, within the
meaning of Article 101 LITL.

According to Article 101 (2) LITL, in case of redemption of a participation followed

by a consecutive reduction of share capital, the company is deemed partially
liquidated for a corresponding proportion.

In the case at hand, the redemption of a whole class of shares by LuxCo IA,
LuxCo I B, LuxCo lE or LuxCo lG followed by a proportional reduction of the
share capital of the company would be regarded as a partial liquidation of the entity
(Article I 01 (1) LITL) and thus as a realisation by the investors of a part of their
participation in this company.

(31)

Consequently, since income derived from the realisation of a shareholding is not

included by Article 146 LITL within the categories of capital income subject to
Luxembourg withholding tax, the redemption of a whole class of shares by
Lux Co 1A, Lux Co I B, LuxCo 1E or LuxCo 1G followed by a proportional reduction
of its share capital will not be subject to withholding tax in Luxembourg.

(32)

Appendix 9
Luxembourg financing and acceptable margin

Compliance with the debt-to-equity ratio - Connected funding

position

SI TE (Euro) SICA V

Given the fact that Site LuxCo l holds a participation in Site LuxCo 2 fully financed
by equity and is in a PPLs connected funding position falling outside the calculation
of the debt-to-equity ratio usually required by the Luxembourg tax authorities for the
financing of shares through intra-group debt, Site LuxCo I complies with the debtto-equity ratio requirements. All interest paid by Site LuxCo 1 under the PPL will be
considered deductible expenses.
2

In view of its investment activities, Site LuxCo 2 should not be regarded as thinly
capitalised even if it mainly owns equity assets (i.e. pure equity and IFCNs
qualifying as equity for Luxembourg direct tax purposes). Indeed, as Site LuxCo 2
will not suffer any bad debt risks notably due to the fact that the PPL terms and
conditions contain a limited recourse clause, the company will be deemed to be in a
connected funding position with respect to all investments financed by PPL. All
interest paid by Site LuxCo 2 under the PPL will be considered deductible expenses
and will not be characterised into dividends. Notwithstanding, Article 166(5) LITL
and Article 1(2) of the Grand-Ducal Decree of21 December 2001 will be applicable
to the charges previously deducted by Site Lux Co 2 and linked to the financing of its
participation in LuxCo 4A.

Stacks A, B, E and G

The participation held by LuxCo l A, LuxCo l B, LuxCo l E and LuxCo l G in

LuxCo 2A, LuxCo 2B, LuxCo 2E and LuxCo 2G have been fully financed by equity.
Moreover, LuxCo 2A, LuxCo 2B, LuxCo 2E and LuxCo 2G arc in a PPLs/IBLs
connected funding position falling outside the scope of the debt-to-equity ratio
usually required by the Luxembourg tax authorities for the financing of shares
through intra-group debts. Therefore, those companies are compliant with the debtto-cquity ratio requirements. All interest paid by those LuxCos under those
instruments will be considered deductible expenses.

LuxCo 2A, LuxCo 28, LuxCo 2E and LuxCo 2G held a participation respectively in
LuxCo 3A, LuxCo 3B, LuxCo 3E and LuxCo 3G fully financed by equity.
Moreover, the latter companies are in an IBLs connected funding position (financing
receivables) fat ling outside the scope of the debt-to-equity ratio usually required by
the Luxembourg tax authorities for the financing of shares through intra-group debts.
All interest paid by those LuxCos under those instruments will be considered
deductible expenses.

(33)

fJR/cEWAIERHousf[roPERS I
5

LuxCo 3A, LuxCo 38, LuxCo 3E and LuxCo 30 should not be regarded as thinly
capitalised even though they mainly financed their participation (i.e. pure equity and
IFCNs) in:

LuxCo 4A; and/or,

AMP Capital Investors (CLH No. 1) S.a r.l.; and/or,

AMP Capital Investors (Angel Trains EU No. 1) S.a r.l.; and/or,

AMP Capital Investors (Angel Trains EU No. 2) S.a r.l.); and/or,

AMP Capital Investors (Angel Trains UK No. 1) S.a r.l.; and/or,

AMP Capital Investors (Angel Trains UK No. 2) S.a r.l.); and/or,

AMP Capital investors (MGN Gas) S.a r.l.; and/or,

AMP Capital Investors (Kemble Water) S.a r.l.,

through IBLs. Indeed, given that the interest market rate applicable to those IBLs (i.e.
1.0625% corresponding to 1% plus the net tax able margin amounting to 0.0625%) is
notably below the market interest rate, the IBLs equity linked are deemed to be
discounted. Therefore, the interest paid on these IBLs equity linked will not exceed
the amount of interest expenses due if the debt-to-equity ratio of 85: 15 were
respected. All interest paid by those LuxCos under the IBLs will be considered
deductible expenses and will not be characterised into dividends. Notwithstanding,
Article 166(5) LITL and Article l (2) of the Grand-Ducal Decree of
21 December 200 1 will be applicable to the charges previously deducted by those
LuxCos and linked to the financing of their participation in the above-mentioned
Lux Cos.

LuxCo 4A will use the funds received from the IFCNs and the IBLs to fund
respectively its participations and finance receivables. As IFCNs qualify as equity
and LuxCo 4A is in an IBLs connected funding position (financing receivables)
falling outside the scope of the debt-to-equity ratio usually required by the
Luxembourg tax authorities for the financing of shares through intra-group debts, the
company will be deemed to fully fi nance its participations with equity and to be
compliant with the debt-to-equity ratio requirements.

(34)

Luxembourg (direct) holding companies

7

AMP Capital Investors (CLH No. 1) S.a r.l., AMP Capital Investors
(Angel Trains UK No. 1) S.a r. I., AMP Capital Investors (Angel Trains
UK No. 2) S.a r.I., AMP Capital Investors (Angel Trains EU No. 1) S.a r. I.,
AMP Capital Investors (Angel Trains EU No. 2) S.a r.I., AMP Capital
Investors (MON Gas) S.a r.1., AMP Capital Investors (BAA Toggle Holdco) S.a r.l.,
AMP Capital Investors (Kemble Water) S.a r.l., AMP Capital Investors
(Infrastructure No. I) S.a r.I., AMP Capital Investors (Infrastructure No. 2) S.a r.I.,
AMP Capital Investors (Infrastructure No. 3) S.a r.l., AMP Capital Investors
(Infrastructure No. 4) S.a r.I., have fully financed their participations with equity (i.e.
pure equity and IFCNs) and/or their receivables by connected funded IBLs and/or
IFCNs falling outside the scope of the debt-to-equity ratio usually required by the
Luxembourg tax authorities for the financing of shares through intra-group debts.
Therefore, as IFCNs qualify as equity, the latter companies are compliant with the
debt-to-equity ratio requirements. All interest paid by those LuxCos under those
instruments will be considered deductible expenses.

Applicable margin

Taking into account the overall amount of GBP 498.3m on-lent in the whole structure
(i.e. in Site (Euro) SICAV and Stacks A to G) and the fact that SiteLuxCol,
LuxCo 2A, LuxCo 2B, LuxCo 2E, LuxCo 20, AMP Capital Investors (MGN Gas)
S.a r.1. and AMP Capital Investors (BAA Toggle Holdco) S.a r.1. bear limited default
risk and no foreign exchange exposure, those companies will be deemed to realise an
appropriate and acceptable profit with respect to Articles 56 and 164(3) LITL,
provided that each of those companies realises an annual net taxable margin of
0.0625% computed on the outstanding principal amount on-lent.

The overall amount of GBP 498.3m on-lent in the whole structure is split between
the 7 stacks as fo llow (situation as per 31 December 2008):

Site LuxCo 1 issued PPL to Site (Euro) SICA Y and on-lent to Site LuxCo 2 via PPL
an amount of EUR 49,254,473 (equal to GBP 46,915,277.28 1);

LuxCo 2A issued PPL and IBL to the SY/Investors and on-lent to LuxCo 3A via
IBLs an amount of GPB 262,456,529;

LuxCo 2B issued PPL and IBL to the SY/Investors and on-lent to LuxCo 3B via
IBLs an amount of GPB 106,469, 172;

LuxCo 2E issued PPL and IBL to the SY/Investors and on-lent to LuxCo 3E via IBLs
an amount of GPB 33,582,566;

LuxCo 2G issued PPL and IBL to the SY/Investors and on-lent to LuxCo 3G via
IBLs an amount ofGPB 13,676,106;
European Central Bank exchange rate as at 31 December 2008.

(35)

AMP Capital Investors (MGN Gas) S.a r.l. issued IBLs to LuxCo 4A and LuxCo 3B
and on-lent to MGN Gas Networks (UK) Ltd an amount of GBP 12,735,463;

AMP Capital Investors (BAA Toggle HoldCo) S.a r.l. issued IBLs to the
SY/Investors, LuxCo 4A and LuxCo 3B and on-lent to ADI Finance 1 Limited an
amount of GBP 22,462,681.

10

The remuneration derived from the above-mentioned intra-group financing has been
determined based on the arm's length principle, approximating as far as possible to
the service that would be charged between independent enterprises. This
remuneration results from the difference between applicable interest rates.

11

The minimum taxable margin to be reported by Site LuxCo 1, LuxCo 2A, LuxCo 2B,
LuxCo 2E, LuxCo 2G, AMP Capital Investors (MGN Gas) S.a r.l. and
AMP Capital Investors (BAA Toggle Holdco) S.a r.l. is to be understood as a net
remuneration. Hence, expenses will be deductible only from the part of income over
and above the margin and will not be offset against the margin to be derived by those
comparnes.

12

Jn case the accounting profit of those companies is higher than the minimum margin,
the taxable basis would be computed according to said accounting profit.

13

The net profit will be subject to corporate income tax and municipal business tax at
the aggregate rate of 28.59% for 2009.

14

No other taxable margin will be left at the level of the other LuxCos.

(36)

Appendix 10
Legal documentation
Sample of Profit Participating Loan agreement
2

Sample of [ntcrcst Bearing loan agreement

Sample of Interest Free Convertible Loan agreement

Sample of Classes of Shares

(37)

PROFIT PARTICIPATING LOAN FACILITY AGREEMENT BA

dated 5 November 2008

between

(1)
AMP Capital Investors (Luxcmhourg No. 1) S.a r.l., a private limited liability
company (societe a rcsponsabilitc limitec), organised and existing under the laws of the
Grand-Duchy of Luxembourg, having its registered office at 12, rne Leon Thyes, L-2636
Luxembourg, and registered with the Luxembourg Register of Commerce and Companies
under number B 107. 80 l, nnd which has the status of a securitisation company (societe de
titrlsation) within the meaning of the Securilisation Law (as defined below) acting in respect
of its Compartment B (hereafter the Lender).
and

(2) AMP Capital Tnvcstol's (REST Emopcan Infrastructure No. 2) S.a r.1., a private
limitc<l liability company (societe a responsabilite Jimitee), organised and existing under
the laws of the Grand-Duchy of Luxembourg, having its registered office at 12, rue Leon
Thyes, L-2636 Luxembourg, and re3istercd with the Luxembourg Register of Commerce
and Companies under number n 141.806 (hereafter the "Borrower" or '<Company".)
1.

Definitions, Interpretation

1.1

In this Agreement

Accounts

Means the accounting statements prepared by the Company in

relation with an Accrual Period being either annual accounts of
the Company (if the relevant .Accrual Period ends on 31st
December or interim accounts if the relevant Accrual Period
ends on another date)

.Accrual Period

An Initial Accrual Period, a Nonna! Accrual Period or u.

Determined Accrual Period

AlvfP Cupital Investors (REST Means AMP Capita] Tnvestors (REST European Infrastructure
European Infrastructure No. 3) No. J) S.:l r. l., a priv<1te limited liability company (socitlc :\
responsabilitc limitcc), or{\tmiscd and existing under the laws of
S.n r.I.
the Grand-Duchy of Luxembourg, having its registered office at
12, rue Leon Thyes, L-2636 Luxembourg, and registered with
the Luxembourg Register 01' Commerce and Companies under
number l3 141.804

Deferred Interest

PPL l3A

Means any Interest accrued hereunder up to und including the

Final .Maturity Dale unless (i) pn:paid by the Borrower or (ii)
paid by the Borrower upon request of the Lender in accordanet:
with Clause 5 on !.he relevunt Tnlercst Payment Date

Determined Accrual Period

Means an accrual period commencing the day immediately

after the end of the previous Accrual Period and ending on the
date proposed by the Company nnd agreed to by the Lender
(Lhe Lender being deemed having agreed if the Lender has not
objected in v.tTiting. to the proposal within tbe 5 days from the
date of the proposal) provided that the last Accrual Period of a
given yem shall always end on 3 lst December of that year.

Draw Down Date

Means with respect to each Loan the date such Loan is drawn
down and borrowed by the Borrower

EfTcctivc Date

Means 30 September 2008

Facility

Means the loan facility of an amount equal to 1,000,000,000

made available by the Lender acting in respect of ils
Compartment D lo the Borrower under this Agreement (subject
to the Lender having available funds) as from the Effective Date

Final Maturity Dnte

Means the 30th anniversary of the date of issuance provided that

such date may be extended by agreement of the parties for
fw1her one year period with the Final Maturity Date being
however no later than the 31 &t anniversary of the date of issuance

IBL DA Net Tromble Margin

Means the Net Taxable Margin as defined in the IBL BA, being
0.0625%

IBL BA Fixed Interest Rate

Means the fixed interest rate as provided for in the IBL BA,
being 1.0625% p.a. (i.e. 1% plus a net taxable margin
amounting to 0.0625%)

Initial Accrual Period

Means in relation to a Loan, the period commencing on the

relevant Draw Down Date and ending on the last day of the
next calendar quarter which is a banking business day in
Luxembomg ("Du~iness Day") (unless there has been prior to
such date a Determined Accrual Period).

Initial Loan

Means the Loan in amount of 93,974,569 that has hcen funded

on the Effective Date

Interest Bearing Loan Facility Means the interest bearing loan facility between AMP Capital
DAorlJ3LDA
Investors (REST European Infrastructure No 2) S.a r.1. (as
lender) and AMP Capital Investors (REST European
Infrastructure No 3) S.a r.I. (as borrower) titled "Interest
Bearing Loan Facility BA" of even date herewith
Interest Bearing Loan Facility Means the interest bearing loan facility between AMP Capital
BC or IBL BC
Investors (REST European lnfrastrncture No 2) S.a r.1. (as

PPLBA

-3-

lender) and AMP Capital Investors (REST European

Infrastrncture No 3) S.a r.1. (as borrower) titled "fntercst
Bearing Loan Facility DC" of even date herewith

lnlcrcst Payment Date

Means the date determined by the Lender for the payment of

Interest and/or Deferred Interest

Intermediary Entity

Means any of the entities listed in Schedule l, column 3 in

relation to each Investment which directly or indirectly fund the
Investment (or part thereof)

Investment

Means each Investment as defined in Schedule 1 of this

agreement indirectly (partly or wholly) financed through this
FacHity.

Jnvestm~nt Capital

Gains

Means any dividend income or other proceeds received by the

Borrower in relation to an Investment as a result of the ultimate
(pmtial or full) disposal or refinancing of the Investment or a
(partial or full) disposal or refinancing of an entity listed in
Schedule 1 as rut Intermediary Entity fa relation to each
Investment.

Loans

Means the aggregate principal amount of loans outstanding

under the Facility in accordance with this Agreement

Normal Accrual Period

Means each Accrual Period after the Initial Accrual Period and
which is not n Determined Accrual Period, being Lhe period
commencing immediately after the end of the previous Accrual
Period and ending on the last day of each calendar quarter
which is a banking business day in Luxembourg ("Business
Day11), or, If earlier, on Liquidation or the Maturity Date

Operational Costs

Means costs, charges, disbursements or expenses of the

Company

Tranche

Means a Loan (or part thereot) issued under this Facility in

accordance with U1is Agreement which will be used by the
Borrower to provide a Tranche of interest bc;ui ng loans to
J\!vfP Capital Investors (REST European Infrastrncture No 3)
S.A r.l. under the Interest nearing Loan Facility BA and which
relates to the in<lirect fonding of one of the Jnvestmcnts listed in
Schedule I of this Agreement

Varial?h: Int~rest

fy1eans, in rcl~tion to any one Tr~nchQ of Loan which funds

indirectly one Investment, an amount et1uul to all income or
proceeds derived (directly or indirectly) by the Borrow~r
(which are reflected in the Accounts of the Borrower for the

PPLBA

-4-

Accrual Period) from:

n) the Tranche of mL BA funding that particular
Investment; and
b) the Investment (to the extent funded under this
Agreement),
less the following for each Accrual Period;

a) Investment Capital Gains; and

b) The IBL BA Fixed Interest Rate;
provided however that the net profits of the Company realised
in relation to the Investment and the Tranche of IBL BA
funding that lnvestmcnl shall never be less than the IBL BA
Net Taxable Margin in relation to that particular Tranche of
IDL BA for each Accrual Period and for previous Accrual
Periods rolled over as the case may be for each such previous
Accrual Period where the IBL BA Net Taxable Margin in
relation to that particular Tranche of IBL BA was not realised.
For the avoidance of doubt, income or proceeds received by,
and reflected in the Accounts of, the I3orrowcr from:
a) the Interest Bearing Loan Facility BC; and

b) any other lnvestmcnt(s),

arc excluded from
. the above.
.

.. ..... . ..... ... ... 4... ..... .. ........ "...... ,.,. ........ ,, ... .
~

PPLOA

-5-

2.

FACILITY

2.1

The Lender has made available to the Borrower the Facility punmant to the terms and
conditions of 1his Agreement as from the Effective Date. Such Facility will be of nn
aggregate amount of 1,000,000,000 to be drawn down in Lonns (comprising one or
many Tranches), each Tranche of which will be used to provide a Tranche (as that
term is defined in the JBL BA) of interest bearing loans to AMP Cnpital Investors
(REST European Infrastructure No 3) S.a r.I. under the Interest Bearing Loan PaciJity
BA.

2.2

The Facility shall tenninate, and all Lmms thereunder shall be repaid, on the Final
Maturity Date unless repaid earlier in accordance with this Agreement and in
particular clause 8.

3.

USE OF PHOCEEDS

3.1

The Borrower shall apply all amounts borrowed under the Facility from time to time
to fund indirectly the Investments (or part thereof), through providing Tranches (as
that term is de.fined in the lBL BA) orintcrcst bearing loans to AMP Capital favestors
(REST European Infrastructure) No 3 S.a r.I., under the Interest Dearing Loan Facility
BA, and each such application shall be referenced in Schedule 1.

3.2

The Lender shall nol be obliged lo verity or control the use of proceeds by the
Borrower.

4.

DRAWDOWN

4.1

On the Effective Date the Borrower has drawn down and borrowed the Jnilial Loan.
The balance of the Facility may be drawn down at any time subject to a 5 clay notice
or such earlier period as agreed by the Lender. Each Loan under the Facility drawn
down and borrowed after the date of this Agreement shall be evidenced by the Lender
and the Borrower by making a notation on Schedule 1 of the amount drawn down,
whether it comprises one or more Tranches and 1hc Jnvcstment(s) to which the
Tranchc(s) of the draw down relates.

4.2

Each Loan under the Facility drawn down may comprise one or more Tranches. Each
Tranche can only relate indirectly to one of the Investments listed in Schedule 1. The
Investment which the Tranche of the Loun drnwn down is funding must be notated by
the Borrower and the Lender in Schedule 1 of this Agreement at the time of the draw
down.

5.

INTEREST .\NO PROFIT PARTICU'ATION

5.1

Each Tranche of Loan drawn down under the facility shall bear interest due to the
Lender as follows (the "Interest"):

a)

PPLBA

a mandatory fixed interest rnle of 1% p.a. on the outstanding balance of that

Tranche of Loan drawn under the facility (the "Fixed Interest");

-6-

b)

and the Variable Interest p.a.

5.2

At the Lender's requesl, the BotTower shall provide copies of calculations and
supporting documentation to the Lender. Such calculations shall be based upon (or
nmendcd to be consistent with) the Accounts of the Borrower.

5.3

Fixed Interest on the outstanding amount under each Tranche of Loan shall accrnc for
each Accrual Period (being for the purpose hereof lhe Initial Accnial Period and each
Normal Accrual Period) from the relevant Draw Down Date.

5.4

Subject to Clause 5.6, Clause 7, Clause 8 and Clause 9, the Doffower shall pay the
Fixed Interest (subject to any withholding or deduction of any applicable taxes at the
applicable rate), in nnears on each Interest Payment J:?atc.

5.5

Subject to Clause 5.6, Clause 7, Clause 8 and Clause 9, Variable Interest for an
Accr;ual Period shall be determined at the end of the relevant Accrual Period on the
basis of the Accounts and shall be payable (subject to any withholding or deduction of
any applicable taxes at the applicable rate) on the relevant Interest Payment Date.

5.6

If prior to an Interest Payment Date and after the payment of any Operational Costs,
the Borrower identifies that the cash flow position of lhe Borrower is such that no
cash will be immediately available to the Borrower to make all or i>art of any Interest
payment falling due, the relevant Interest shall roll over to the next Interest Payment
Date and such Interest shall be regarded as Deferred Interest. No Interest shall be
charged on any balauce of Deferred Interest.

6.

REl'AYMk:NT, PREPA VMF.NT

6.1
The Facility shall terminate, und the outstanding Tranches of Loans, together
with all accnied and unpaid Interest thereon, shall be repaid by the Borrower, subject
to Clause 7, Clause 8 and 9, on whichever shall first occur of:

the Final Maturity Date; and

the liquidation of the Dorrowcr;

PROVIDED nothing in this clause shall prevent the Borrower from prepaying the
Tranches of Loans in whole or in part at any time.
6.2

Prepayment on Disposal

6.2.1 In the event of the disposal by the Borrower by way of sale or otherwise of all
of il!:! interests (directly or indirectly) in an Investment, or in case or a prepayment to
the Borrower of a Tranche of funding owing under the IBL BA (as defined in the H3L
BA .Agreement) relating to an Investment, or its interests in an Intermcdiory Entity.
related specifically to thal Irwestmcnt, the Tranche of Loans relating to that
Investment issued under this Facility shall terminate and the outstanding Tranche of
Lo:m (and any outstanding Interest or Deferred Interest relating thereto) shall be

PPLBA

-7-

repaid by the Borrower, and subject to Clauses 7, 8 and 9, os soon as practicable

thereafter in an amount equal to tho lesser of:
(a) the runount of such Trnnche which was used to finance the Investment; anc.l
(b) the amount which may be prepaid with the net proceeds received (and not
restricted through escrow or similar arrangements) by the Borrower for such
Investment.

6.2.2 If, prior to the Facility terminating, part (but not all) of the Bo1wwcr's (direct
or indirect) interest in <m Investment, or in an Intermediary Entity related to an
Investment, is disposed of by the Borrower by way of sale or otherwise, or a part of a
Tranche of funding under the mL DA (as defined in the JBL DA Agreement) relating
to an Investment, is prepaid to the Borrower (each time the "Dis11osed Portion"), if
(and to the extent) the Investment constituting such Disposed Portion (or the IBL BA
constituting such DisposedPortion) had been financed through a Tranche of a Loan,
the Borrower shall prepay a portion of the Tranche of such Loan equal to the lesser of:

(a) the pro rata portion of such Tranche which was used to finance the
Disposed Portion, calculated as a percentage of the aggregate amount of such
Tranche; and
(b) the maximum portion of such Tranche which may be prepaid with the net
proceeds received (and not restricted through escrow or similar arrangements)
by the Borrower for such Disposed Portion.

The Borrower shall prepay the requisite amount of the relevant Tranche of Loan as
soon as practicable following the receipt of proceeds from (or for) the Disposed
Pm1ion.
6.3
Clause 6.2 shall not upply to any repayment, prepayment or disposal to the
extent that the proceeds thereof me used by the Borrower to make a new investment in
the Investment or to further fund the JBL BA or arc held pending the making of such
new investment or funding.
6.4

Voluntary Prepayment

6.4.2 The norrower shall be entitled, at any time and at its elccHon, to repay the
Lonns in full, or in their Tranches (or part thereof) where the Loan is mad<.: up of more
than one Tranche, together with nccrucd Interest (or as the cusc may be Deferred
Interest) thereon on a certain date (the "Optional Rcpuymcnt Date").
6.4.3 Jn the event that the Borrower repays the Loans pursuant to this Clnuse, notice
of such repayment shall be given by or on behalf of the Borrower, not less than one
(l) Ousincss Day prior to the Optional Repayment Dale, to the Lender; provided,
however, that no failure to give such notice nor any defect therein shall affect the
validity of the foregoing for the repayment. .

PPLBA

-8-

6.4.4 The amounts due under this Facility shall in any case not exceed all amounts
owing directly and indirectly to the Borrower in relation to an Investment (as listed in
Schedule 1) to the extent that such Investment is fonded by a Tranche of Loan under
this Facility.

7.0

PAYMENT

7.1
Any payment hereunder may be made in cash, provided that the Borrower may
make payments other than in cash (including payments of Interest) including by way
of transfer of assets and any rights (including transfer of the IBL BA and its rights
thercundyr (less an amount equal to the IBL BA Net Taxable Margin)). All non cash
payments will be of equal value to cash payments which would otherwise have been
made.
7.2
If there is a transfer and assignment of the IBL BA and any rights (including
interest) thereunder (less an amount equal to the IBL BA Net Taxable Margin) by the
Borrower to the Lender to satisfy its payment obligations in full, any amount
outstanding hereunder shall be deemed fully repaid and any Interest shall be deemed
fully paid by the Borrower (regardless of the principal amount, interest or yield
outstanding on, or the value ot: the IBL BA (and any rights thereunder)) and the
Lender shall have no further rights against the Borrower in relation to the present
Agreement.

7.3
AU payments by the BOlTOWCr to the Lender under this Agreement shaJl be
made in full without set-off or counterclaim but after any deduction or withholding for
or on account of any present or future truces, duties, charges or fees of any kind.
8

LIMITED RECOURSE

Notwithstanding anything herein or otherwise to the contrary, the Lender

ueknowledges and agrees that any recourse tho Lender may have to the Borrower with
respect to any cunounts owing (O it under a Tranche of the Facility related to an
Investment listed in Schedule 1 shall be limited to the Tranche of the !BL BA (as
defined in the IBL DA Agreement) related to that same Investment, any amounts
thereunder, and nny fm1ds, monies or assets received for, in relation with or deriving
(herefrom, and the Lender will have no recourse to any other assets of the Borrower
which are not related to or derived from the Tranche of IDL BA (as defined in the IDL
BA Agreement) related to that san1e Investment.
9

COLLATERAL

The parties expressly agree that the Borrower will not grant collateral to secure
repayment of the Loans (principal and/or interest).
10

ASSIGNMENTS AND TRANSFERS

The Borrower may not assign or transfer any of its rights under this Agreement to a
third party without the prior written consent of the Lender.

PPlBA

-9-

The Lender and the Borrower agree that each of them may off.c;et any amount due and
owing lo it from the other party under this Agreement against w1y amount due und
owing from it lmdcr this Agreement provided this clause docs not apply where the
Lender has pledged its rights hereunder.
12

MISCELLANk:OUS

12.1

Choice of Luw

This Agreement is governed by and shall be construed in accordance with

Lu~embomg law.
L2.2

Written Fo1m

Any alterations or amendments of the present Agreement must be in writing in order

to be valid and signed by both parties. The same applies to this requirement of written
form.

12.3

Invnlidity

If parts of this Agreement are.or become invalid or unenforceable, all other provisions
of this Agreement shall remain valid. The parties agree to replace the invalid or
unenforceable provision by such other provision which from a business point of view
comes as close to the objective of the replaced provision as possible. The same applies
to any gap in tltis Agreement.
12.4

Securitisation Law

The Lender is :mbject to the Lmcemb.ourg law of March 22, 2004 on sccuritisation (the
-Securitisation Law). The Borrower only have recourse to the assets of Compartment
B and not to the assets allocated to any other compartments created by the Lender or

any other assets of the Lender. Once all the assets allocated to Compartment B have
been realised, the Borrower is not entitled to take any further steps against
Compartment D to recover any further sums due and the right to receive any such sum
_shall be extinguished. The Borrower is not entitled at any time to institute against the
Lender, or join in any institution 11gainst the Lender of, <UlY bankruptcy,
administration> mo1atorium, reorganJsalion, controlled management, arrangement,
insolvency, wiJ1ding-up or liquidation proceedings or similar insolvency proceedings
tm<lcr any applicable bankruptcy or similar law.

PPLBA

-10-

for the Lender:

AMP Capitnl Investors (Luxembourg No. 1) S.a r.l. acting in respect of Compartment B

by:
title:

for the BoITower:

AMP Capital Investors (REST Eurnpean Infrastructure No. 2) S.a r.J.

by:
title:

PPLBA

Schedule 1

SCHEDtJLE OF LOANS UNDER THE FACILITY

Date

lntennediary Entities

Investment

1) Amount of

Signature of

Loan,

Borrower

Signature of
Lender

Portion repaid
(%and date)

2} Relevant

Tranc he
30
Sept
2008

The
"CLH
Equity"
investment comprising:

7,005,845 Class C
registereo shares
in Ccmpania
Logistica de
Hidrocarburos
CLH, SA (Tax
Resident Number
A-28018380).

Of which 19.90% are

held indireC"Jy by AMP
Capital Investors
(REST European
Infrastructure No. 2)
s.a r.I.
3~

Sept

2008

The

"CLH
investment
comprising:.
0

PPL BA

AMP Capital Investors

(REST European
Infrastructure No. 3) S.a
r.I.

IAMP

Capital Investors
(CLH No. 1) S.a r.I.
AMP Capital Investors
(CLH No. 2) BV
(previously Agarrar
Management BV

I Global Matafion S.L.

representing a
19.90% interest
in theCLH
Equity of
18,000,000
(net of external
debt financing
used to acquire
that asset),
converted at an
exchange rate
of 0.788055 on
30 September

2008
2) cLH Equity
Tranche A"

Caprtal Investors
Debf Afv'IP
(REST European

Interest bearing

1) 2,822,883

Infrastructure No. 3) S.a

r.I.

1) 28,699,306
representing a
19.90% interest
in the CLH Debt
of

Signature of
Borrower

Signature
of Lender

Date

Investment

Intermediary Entities

I
'

1) Amount of
Loan,
2) Relevant

Tranche

RDL 7/96 .can

issued by Global
Marafion S.L with
a face value
totalling

converted at an
exchange rate
of 0.788055 on
30 September

183,000,000.

20C8

183,000,000,

2) cLH Debt
Tran=heA"

Of which 19. 90% is

held inaireclly by AMP
Capital Investors
(REST European
lnfrastn.ocr..:re No. 2)
S.a r.I.

30
Sept

2008

The ~Angel Trains

(UK). Equity"
invesunent comprising:
0

25,000,000 shares
in Willow Topco
Lrnited

Ofwnicn 16.63% are

held _indirectly by AMP
Capi.tal Investors
(REST European
Infrastructure No. 2)
s.a r.I.

PPL BA

AMP Capital Investors

(REST European
Infrastructure No. 3) S.a
r.I.
AMP Capital Investors
(Angel Trains UK No. 2)
S.a r.I.

1) 4,156,806
representing a
16 .63% interest
in the Angel
Trains (UK)
Equity of

25,000,000.

2) ~Angel Trains
AMP Capital Investors
(lnfroStructure No. 1) S.a
r.I.

I AMP Capital Investors

(Infrastructure No. 2) S.a

(UK) Equity
Tranche A"

Signature of
Borrower

Signature of
Lender

I
-

Portion repaid
(%and date)

Signature of
Borrower

Signature
of Lender

'Investment

Date

Intermediary Entities

1) Amount of
Loan,

Signature of
Borrower

Signature of
Lender

Portion repaid
(% and date)

2} Relevant
Tranche
r.I.

AMP Capital Investors

(Infrastructure No. 3) S.a
r.l.
AMP Capital Investors
(Infrastructure No. 4) S.a
r.L

30
Sept

2008

The "Angel Trains

(UK) _Debt A"
inves~ent compr:slng:

Loan notes from

'lf:ii:!owTopco
Limited with a face
v~lue totalling

92,750,000.
Of which 16.63% are
held (ndirectly by AMP
Capital Investors
(RE~T European
tnfraStructure No. 2)
s.a r.I.

AMP Capt.al Investors

(REST European
lr.~rastructure No. 3) S.a

r.I.
ArvtP Capital Investors
(A.'lgel Trains UK No. 2)
S.a r.I.
AfAP Capital Investors
(Infrastructure No. i ) S.a
r.L
AMP Capt.al Investors
(Infrastructure No. 2) S.a

r.t.
AMP Capital Investors
(Infrastructure No. 3) S.a

PPL BA

1) 15,421,750
representing a
16.63% interest

in the Angel
Trains (UK)
Debt of

92,750,000.
2) "A ngel Trains
( UK) Debt
Tranche A.

Signature of
Borrower

Signature
of Lender

Date I

Investment

Intermed iary Entities

1) Amount of
Loan,
2) Relevant
Tranche

r.I.
AMP Capital Investors
(lnfrastruc:ure No. 4) S.a

r.I.

I
30
Sept
2008

The "Angel Trains

(EU) Equity"
investment comprising:
0

2,010,000 shares
in Willow (Maira)
Holdco 1 limited.

AMP Capital Investors

(REST European
lnfrastru~re No. 3) S.a

r.I.

AMP cap;-ra1 Investors

(Angel Trains EU No. 2)
S.ar.I.

Of which 16.63% are

held ,indirectiy by AMP
Capital Investors
(REST European
Infrastructure No. 2)
s.a r.I.
30
Sept
2008

The ~Angel Trains

(EU) Debt" investment
compr1$ing:
0

PPL BA

Loan notes from

Wiliow (Malta)
Holdco 1 Limied

1) 263,374
representing a
16.63% interest
in the Angel
Trains (EU)
Equity of
2,010,000,
converted at an
exchange rate
of 0.788055 on
30 September
1 2008
2) "Angel T rains
(EU) Equity
T ranche A"

AMP Capital Investors

(REST European
Infrastructure No. 3) S.a
r.I.

AMP

Capital Investors
(Angel Trains EU No. 2)

1) 2,370,36:2
representing a
16.63% interest
in the Angel
Trains (EU)
Debt of
C18,0SO,OOO,

Signature of
Borrower

Signature of
Lender

Portion repaid

(%and date)

j Signature of
Borrower

Signature
of Lender

Date 1

: Investment

Intermediary Entities

1) Amount of
Loan,
2) Relevant
Tranche

wi:h a face value

totalling

S.a r.I.

18,090,000.

of O.788055 on
30 September
2008

IOf

which 16.63% are

held indirectly by AMP
Capital Investors
(REST European
. Infrastructure No. 2)
r.I.

2) Angel Trains
(EU) Debt
Tranche A"

Is.a

!he "MGN Gas E~~ny~2008

AMP Capital Investors

(REST European
Infrastructure No. 3) S.a
r.I.

mve~ent compnsmg:

36,375,000
ordinary shares in
MGN Gas
Networks (UK}

AMP Capital Investors

(MGN Gas} S.a r.I.

30
Sept
2008

PPL BA

The "Kemble Water

Equity" investment
compnsing:

1) 17,374,238
representing a
40.00% interest
in the MGN Gas
Equity of
43,435,595.
2) "MGN Gas
Equity Tranche
J A"

limited.
Of which 40% are held
indirectly by AMP
Capital Investors
(REST European
Infrastructure No. 2)
S.a r.!.

converted at c:in
exchange rate

M1P Capital Investors

(REST European
Infrastructure No. 3) S.a
r.I.

1) 22,865,850
representing a
20.00% interest
in the Kemble

Signature of
Borrower

Signature of
Lender

Portion repaid

(%and date}

Signature of
Borrower

Signature
of Lender

Date

lnvesbnent

Intermediary Entities

1)Amount of

Loan,

Signature of
Borrower

Signature of
Lender

I Portion repaid
P
(% and date)

2) Relevant
Tranche

80,518,073
o'rdinary shares 'n
Kemble Water
Holdings Limitec.

AMP Capital Investors

(Kemble Water) S.a r.I.

Water Equity of
114,329,252.

2) "Kemble
Water Equity
Tranche A

Of which 20% are he!a

by AMP
Capital Investors
(REST European
Infrastructure No. 2)
i~directJy

S.ar.'1.
16
Oct
2008

The "Angel Trains

(UK) Debts
investment comprising:

Loan notes from

WillowTopco
Limited with a face
value totalling
2., 750,000.

AMP Capital Investors

(REST European
Infrastructure No. 3) s.a

AMP Capital Investors

(Angel Trains UK No. 2)

representing a
16.63% interest
in the Angel
Trains (UK)
Debt B of

S.a r.I.

2,750,000.

r.I.

A\1P Capital Investors

O f which 16.63% is
he:d 1ndirectly by AMP
Capital Investors
{REST European
lnfrastruct...re No. 2)
S.a r.1.

(Jnfrastructure No. 1) S.a

r.I.
AMP Capital Investors
{Infrastructure No. 2) S.a
r.I.
AMP Capital Investors

PPL BA

1) 457,249

2) "Angel Trains
(UK) Debt
Tranche B"

Signature of
Borrower

Signature
of Lender

Date

Investment

Intermediary Entities

1) Amount of
Loan,

Signature of
Lender

Portion repaid

Tranche
(lnfrastn:cture No. 3) S.a
r.I.

r.I.

I Signature of
Borrower

(o/o and date)

2) Relevant

AMP Capital Investors

(Infrastructure No. 4) S.a

PPL BA

Signature of
Borrower

Signature
of Lender

INTEREST BEARING LOAN FACILITY AGREEMENT BA

Dated 5 November 2008
between
(1)
AMP Capita! Investors (REST European Infrastructure No 2) S.~.r.I. a private limited
liability company (socl~te a responsablllte llmltee). organised and existing under the laws of the
Grand-Duchy of Luxembourg, having Its registered office at 12, rue Leon Thyes, l-2636
Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under
number B 141.806 (hereafter the "Lender')

and
(2)
AMP Capital Investors (REST European Infrastructure No 3) S.A.r.I., a private Umlted
liability company (societe a responsablllte llmltee), organised and existing under the laws of the
Grand-Duchy of Luxembourg, having its registered omce at 12, rue Leon Thyes, L-2636
Luxembourg, and registered with the LlJXembourg Register of Commerce and Companies under
number B 141.804 (hereafter the "Borrower'.)

1.

Definitions, Interpretation

1.1

In this Agreement

Accrual Period

means an lnltlal Accrual Perlod, a Normal Accrual Period or a Determined

Accrual Period

Determined Accrual
Period

Means an accrual period commencing the day Immediately after the end of
the previous Accrual Period and ending on the date proposed by the
Company and agreed to by the Lender (the Lender being deemed having
agreed if the Lender has not objected in writing to the proposal within the 5
days from the dato of the proposal) provided that the last Accrual Period of a
given year shall always end on 31 11 December of that year

praw Down Date

Means with respect to each Loan the date such Loan ls drawn down and
borrowed by the Borrowor

Effective Date

Means 30 September 2008

Facility

Means the loan facility of an amount equal to 1,000,000,000 made available

by the Lender to the Borrower under this Agreement (subject to the lender
having available funds) as from the Effective Date

Final Maturity Date

Means the 301 anniversary of the date of Issuance provided that such date
may be extended by agreement of tho parties ror further one year period with
the Fina! Maturity Date being however no later than the 31'1 anniversary of the
date of Issuance

ln!tlal Accrual Period

Means In relation to a loan, the period commencing on the relevant Draw

Down Date and ending on the last day of the next calendar quarter which Is a
banking business day In Luxembourg esuslness Day") (unless there has
been pr!or to such dote a Determined Accrual Period)

Initial loan

Means the Loan In amount of 93,974,569 that has b!len funded on the
Effective Date

Interest Payment Date

Means the date determined by the Lender for the payment of Interest

IBLDA

-2-

Intermediary Entity

Means any of the entities listed Jn Schedule 1, column 3 in relation to each

Investment whom dlrectly or indirectly fund the Investment (or part thereof)

Investment

Means the Investment as defined In Schedule 1 of this agreement indirectly

(partly or wholly) financed through this Facility

Investment Income

Means any dividend Income or other proceeds received by the Borrower in

relation to an Investment, other than dividend Income received as a result of
the ultlmate (partial or full) disposal or refinancing of Iha investment or a
(partial or full) disposal or refinancing of an entity listed In Schedule 1 as an
intermediary Entity speclflcal!y In relation to that Investment

Loans

Means the aggregate principal amount of loans outstanding under the Facility
in accordance with this Agreement

Net Taxable Margin

Means a portion of the total mandatory fixed fnterest rate as defined fn clause
5.1 of this Agreement, equal to 0.0625%

Normal Accrual Period

Means each Accrual Period after the Initial Accrual Period and which Is not a
Determined Accrual Period, being the period commencing Immediately after
the end of the previous Accrual Period and ending on the last day of each
calendar quarter which Is a banking business day In Luxembourg ("Business
Day"), or, If earHer, on a liquidation or the Maturity Date

Operational Costs

Means any costs, charges, disbursements or expenses of the .Company

Tranche

Means a Loan (or part thereof) Issued under this Facll!ty In accordance with
this Agreement which will be used by the Borrower to acquire a direct or
Indirect interest in one of the Investments listed in Schedule 1 of this
Agreement

2.

Faclllty

2.1

The Lender has made available to the Borrower the Facility pursuant to the terms and
conditions of this Agreement as from the Effective Date. Such Facility will be of an aggregate
amount of 1,000,000,000 to be drawn down In Loans (comprising one or many Tranches),
each Tranche of which shall be used by the Company to acquire directly or Indirectly one of
the Investments (or part thereof) listed In Schedule 1.

2.2

The Facility shall terminate, and all Loans thereunder shall be repaid, on tho Final Maturity
Date unless repaid earlier In accordance with this Agreement and tn particular clause 7.

3.

Use of Proceeds

3.1

The Borrower shall apply all amounts borrowed under the Facility from time to time solely to
fund directly or Indirectly the Investments (or part thereof), and each such application shat! be
referenced In Schodufo 1.

3.2

The Lender shall not be obliged to verify or control the use of proceeds by the Borrower.

4.

Drawdown

..

4.1

IBL BA

...

On the Effective Date the Borrower has drawn down and borrowed the Initial Loan. The
balance of tho Facility may be drawn down at any time subject to a 5 day notice or such
earlier period as agreed by the Lender. Each Loan under the Facility drawn down and
borrowed after the date of this Agreement shall be evidenced by the Lender and the Oorrower

by making a notation on Schedule 1 of the amount drawn down, whether It comprises one or
more Tranches and the lnvestment(s) to which the Tranche(s) of the draw down relates.

4.2

Each Loan under the Facillty drawn down may comprise one or more Tranches. Each
Tranche can only relate to one of the Investments listed In Schedule 1. The Investment which
the Tranche of the Loan drawn down Is funding must be notated by the Borrower and the
Lender in Schedule 1 of this Agreement at the time of the draw down.

5.

Into rest

5.1

Each Loan drawn under the facility shall bear Interest due to the Lender as follows (the "Fixed
Interest Rate"):

a mandatory fixed Interest rate of 1.0625% p.a. (i.e. 1% plus the Net Taxable Margin
amoun!lng to 0.0625%) on the outstanding balance of any and all loan Tranches drawn
under the facility (the "lnteresr).

5.2

At the Lender's request, the Borrower shall provide copies of calculations and supporting
documentation to the Lender. Such calculations shall be based upon (or amended to be
consistent with) the Accounts of the Borrower:

5.3

Investment Income received by the Borrower within an Accrual Period, must be first applied to
the payment '?f Interest on oach Tranche of Loan funding that Investment accruing In that
Accrual Period before being applied to any other use by the Borrower. This clause Is not
intended to limit the Borrowers rights to deal with Investment Income received by the
Borrower which exceeds the Interest on each Tranche of Loan funding that Investment
payable for that Accrual Period.

5.4

Interest on the outstanding amount under each Tranche of Loan shall accrue for each Accrual
Period (being tor the purpose hereof the Initial Accrual Period and each Normal Accrual
Period) from the relevant Draw Down Date.

5.5

Subject to Clause 8 and Clause 9, the Borrower shall pay the Interest (subject to any
withholding or deduction of any applicable taxes at the applicable rate), In arrears on each
Interest P;:iyment Date.

5.6

If prior to an Interest Payment Date and after the payment of any Operatlonal Costs, the
Borrower Identifies that the cash flow position of the Oorrower is such that no cash will be
Immediately avallable to the Borrower to make all or part of any Interest payment falllng due
the relevant Interest shall roll over to the next Interest Payment Date and such Interest shall
be regarded as Deferred Interest. No Interest sha!I be charged on any balance of Deferred
Interest.

6.

Gross up

6.1

Tho Borrower shall make all payments heroundor free and clear of withholding truces Imposed
by any taxing jurrsdlctlon, unless tho withholding of such tax Is required by law.

7.

Repaymont/Propaymont

7.1

The Facility shall terminate, and the outstanding Tranches of Loans shall be repaid by the
Borrower, subJect to crause 8 ond 9, on whichever shall nrst occur of:

the Final Maturity Date; and

the liquidation of the Borrower;

PROVIDED nothing In this clause shall prevent the Borrower from prepaying the Tranches of

IBLUA

-4-

Loans In whole or ln part at any time.

7.2

Prepayment on Disposal

7.2.1

In the event of the disposal by the Borrower by way of sale or otherwise of all of Its
Interests (directly or Indirectly) in an Investment, or in case of a prepayment to the
Borrower of a Tranche of funding relating to an Investment, or Its Interests In. an
Intermediary Entity related specifically to that Investment, the Tranche of Loans
relating to that Investment issued under this Faclllty shall terminate and the
outstanding Tranche of Loan (and any outstanding Interest or Deferred Interest
relating thereto) shall be repaid by the Borrower, subject to Clauses 8, 9 and 10, as
soon as practicable thereafter In an amount equal to the lesser of:
(a) the amount of such Tranche which was used to finance the Investment; and
(b) the amount which may be prepaid with the net proceeds received (and not
restricted through escrow or similar arrangements) by the Borrower for such
Investment.

7.2.2

If, prior to the Facility terminating, part (but not all} of the Borrower's (direct or indirect)
Interest in an Investment, or Its interests In an Intermediary Entity related specifically
to that part of the Investment, rs disposed of by the Borrower by way of sale or
otherwise (each time the "Disposed Portion"), if (and to the extent) the Investment
constituting such Disposed Portion (or the Interests In the Intermediary Entity
constituting such Disposed Portion) had been financed through a Tranche of a Loan,
the Borrower shall prepay a portion of the Tranche of such Loan equal to the lesser
of:
(a) the pro rata portion of such Tranche which was used to finance Iha Disposed
Portion, calculated as a percentage of the aggregate amount of such Tranche; and

(b) the maximum portion of such Tranche which may be prepaid with the net
proceeds received (and not restricted through escrow or similar arrangements) by the
Borrower for such Disposed Portion.
The Borrower shall prepay the requisite amount of the relevant Tranche of Loan as
soon as practicable following the receipt of proceeds from (or for) the Disposed
Portion.

7.3

Clause 7.2 shall not apply to any repayment, prepayment or disposal to the extent that the
proceeds thereof are used by the Borrower to make a new investment In the Investment or
are held pending the making of such new investment.

7.4

Voluntary Prepayment

IRL BA

7.4.1

The Borrower shall be erititled, at any time and at its election, to repay the Loans In
full, or in their Tranches (or part thereof) where the Loan fs made up of more than one
Tranche, together with Deferred Interest thereon on a certain date (the "Optlonal
Ropoymcnt Date").

7.4.?.

In the event that the Borrower repays the Loans pursuant lo this Clause, notice of
such repayment shall be given by or on behalf of the Oorrower, not less than one (1)
Business Day prior to the Optional Repayment Date, to the Lender; provided,
however, "that no failure ' to give such notice nor any defect therein stiall affect the
validity of the foregoing for the repayment.

I.
-5-

7.4.3

The amounts due under this Facility shall In any case not exceed all amounts owing
directly and Indirectly to tho Borrower In relation to an Investment (as listed In
Sohodule 1) to the extent that such Investment Is funded by a Tranche of Loan under
this Facility.

a.

Payment

8.1

Any payment hereunder may be made In cash, provided that the Borrower may make
payments other than In cash (including payments of Interest) Including by way of transfer of its
Interests In the Investments. All non cash payments wlll be of equal value to cash payments
which would othervvise have been made.

8.2

If there Is a transfer and assignment of an Investment (and any rights thereunder) funded by a
Tranche of loan Issued under this Agreement, by the Borrower to the Lendor to satisfy Its
payment obligations in full in relation to that Trache of Loan, any amount outstanding
hereunder shall be deemed fully repal~ and the Lender shall have no further rights against the
Borrower in relation to the present Agreement.

8.3

All payments by the Borrower to the Lender under this Agreement shall be made in full
without set-off or counterclaim but after any deduction or withholding for or on account of any
present or future taxes, duties, charges or fees of any kind.

9.

Limited Recou rse

Notwlthstanding anything herein or otherwise to the contrary, the Lender acknowledges and
agrees that any recourse the Lender may have to the Borrower with respect to any principal
and Interest amounts owing to it under a Tranche of this Faclllty related to an Investment
listed fn Schedule 1 shall be limited to amounts owing directly and indirectly to the Borrower In
relation to that Investment (but only to the extent the Investment Is funded by a Tranche of
Loan under this Facility), Including any amounts of principal and interost thereunder, and any
funds, monies or assets received for, in relation with or deriving therefrom, and the Lender will
have no recourse to any other assets of the Borrower which are not related to or derived from
the portion of the Investment funded by a Tranche of Loan under this Facility.

1o.

Collateral
The parties expressly agree that the Borrower will not grant collateral to secure repayment of
the Loans (principal and/or Interest).

11.

Assignments and Transfers

The Borrower may not assign or transfer any of Its rights under this Agreement to a third party
without the prior written consent of the Lender.

12.

Sot off
The Lender and the Borrower agree that each of them may offset any amount dl1e and owing
to It from the other party under tt-ls Agreement against any amount due and owing from !t
under this Agreement, provided this clause does not apply where the Lendor has pledgod Its
rights hereunder.

IBLBA

-6-

13.

Miscellaneous

13.1

Cholco of Law Jurisdiction

This /\greemont Is governed by and shall be construed in accordance with Luxembourg law.
The Courts of Luxembourg shall have sole Jurisd!cUon for all disputes relating to the present
Agreement.
13.2

Written Form
Any alterations or amendments of the present Agreement must be in writing In order to be
va!id and signed by both parties. The same applies to this requirement of written form.

13.3

Invalidity

If parts of this Agreement are or become Invalid or unenforceable, all other provisions of this
Agreement shall remuln valid. The parties agree to replace the invalld or unenforceable
provision by such other provision which from a business point of view comes as close to the
objective of the replaced provision as possible. The same applles to any gap In this
Agreement.

for the Lender:

by:
title:

for the Borrower:

by:

title:

IBLBA

--:

----

I.

l
Schedule 1
SCHEDULE OF LOANS UNDER THE FACILITY

Date

Investment

lntennediary Entities

1) Amount of

Loan,

Signature of
Borrower

Signature of
Lender

Portion repaid

(%and date)
2) Relevant

Tranche

~pt j :ine
2008 1

Eq~1ty"

"CLH
.nvestment compns:ng:

7,005,845 Class C

registered shares
in .Compania
Lcgistica de

AMP Capital Investors

(Clh No. 1) S.a r.I.
Af'l.P Capital Investors
(CLH No. 2) BV
(previously Aggarrar
Management BV

HJOrocart::uros
CLH, SA (Tax
R~ident Number

Global Matafion S.l.

A-28018380).
Of which 19.90% are
held indirectly by AMP
Capi:al Investors
(REST European
lnfrastruc!ure No. 3)
S.a r.I.

1} 2,822,883
representing a
19.90% interest
in the CLH
Equity of

18,000,0CO
(net of external
debt financing
used to acquire
that asset),
converted at an
exchange rate
of 0.788055 on

30 September
2008

2) "CLH Equity
TrancheN

I 30
I

Sept

2008

The ' "CLH

investment
comprising:.

Debt" NIA

lrterest beanng
RDL 7/96 loan

1) 28,699,306
representing a

19.90% interest
in the CLH Debt
of

183,000,000,

Signature of J Signature
Borrower
of Lender

Date I

Inves tment

lntennediary Entities

to calling

Sept

2003

The "Angel Trains

(UK) Equity"
investment comprising:
0

25 000 000 shares

.
T
in
1 ow opco

Win '

Limited
Of which 16_633 are
held indirectly by AMP
Capital Investors
(REST European
Infrastructure No. 3)
s .a r.I.

Signature of
Borrower

Signature of
Lender

Portion repaid

(%and date)

Signature of
Borrower

Signature
of Lender

converted at an
exchange rate
of 0.788055 on
30 September
2008

183,000,000.

30

1) Amount of
Loan,
2) Relevant
Tranche

issuea by Glooa
!
Matafior S.L wrJ'l IIi
i
a face value

Of wh:ch 19.90% are

held directly by AMP
Capit~l Investors
(REST European
lnfrastruch..re No. 3)
s.a r.I.

2) "CLH Debt
Tranche A"

AMP Gap1tal Investors

(Angel Trains UK No. 1)
S.a r.I.

I AMP Capital Investors

(Angel Trains UK No. 2)

IS.a

r.I.

AMP Caprt~l Investors

Onfrastrucn.:re No. 1) S.a
I r.I.

1) 4,156,806
representing a
16.63% interest
in the Angel
Trains (UK)
Equity of
25,000,000.
2) "Angel Trains
(UK} Equity
Tranche A".

AMP Capital Investors

(Infrastructure No. 2) S.a

r.I.

------------

Date

Investment

Intermediary Entities

1) Amount of

Loan,

Signature of
Borrower

Signature of
Lender

Portion repaid

Signature of
Borrower

Signature
of Lender

(%and date)
2) Relevant

Tranche
AMP Capital Investors
(Infrastructure No. 3) S.a

r.I.
AMP Capital Investors
(ln:rastructure No. 4) S.a

r.I.
30
Sept

2ooa

The "Angel Trains

(UK} Debt A"
invest_ment comprsing:

Loan notes from

Wi!low Toj)co
Limited with a face
vatue tota!ling

92,750,000.
Of \mlCh 16.63% are
held indirectly by AMP
Capita Investors
(REST European
lr.frastn.:cwre No. 3)

s.a r.1.

AMP Capital Investors

(Angel Trains UK No. 1)

S.a r.I.
M1P Capital Investors
(Angel Trains UK No. 2}
S.ar.I.
AMP Capital Investors
(lnfrastrucrure No. 1) S.a
r.l.

1) 15,421 ,750
representing a
16.63% interest
in the Angel
Trains (UK)
Debt of

92,750,000.
2) "Angel Trains
(UK) Debt

Tranche A"

AMP Capital Investors

(lnfrastrucr....re No. 2) S.a
r.I.
AMP Capital Investors
(Infrastructure No. 3) S.a
r.I.

AMP Capital Investors

i.

Date

Investment

Intermediary Entities

1) Amount of
Loan,

Signature of
Borrower

Signature of
Lender

Portion repaid

Signature of
Borrower

Signature
of Lender

(%and date)
2) Relevant
Tranche

(lnf'Clstructure No. 4)
r.I.
30
Sept

2008

I ,

The Angel Trair.s

~EU) Equity"
inveso/Jent comprising:
0

2,010,000 shares
in Wiliow (Malta)

Hok:lco 1 Limited.
Of which 16.63% are
held indirectly by AMP
Capital Investors
(REST European
lnfrastn..1cture No. 3)
s.a r.t.

30

The "Angel Trains

Sept

(EU) l'lebf investment

2008

comprising:
0

L9an notes from

W:llow (Malta)
Ho:dco 1 Limited
with a face va!Je
to~lling

18,090,000.

AMP

s.a

Capital Investors
(Angel Trams EU No. 1)

1) 263,374

representing a
S.a r.L
16.63% interest
AMP Capital Investors in the Angel
Trains (EU)
(Angel Trains EU No. 2)
Equity of
S.ar.I.
2,010,000,
converted at an
1 exchange rate
of 0.788055 on
30 September

2008

!2) "Angel Trains

. AMP

(EU) Equity
Tranche A"

Capital

Investors

(Angel Trains EU No. 1)

S.a r.I.

AMP Capital Investors

(Angel T rains EU No. 2)

S.a r.I.

1) 2,370,362
representing a
16.63% interest
in the Angel
Trains (EU)
Debt of

18,090,000,
converted at an
exchange rate
of 0.788055 on

'

f.'

Date

Investment

Intermediary Entities

1) Amount of
Loan,

30
Sept

2008

AMP capital Investors

{MGN Gas) S.a r.I.

36,375,000
ordinary shares :n
MGN Gas
Networks (UKJ
Limited.

Of wnicn 40% are he:d

indirectly oy AMP
Capital Investors
(REST European
Infrastructure No. 3)
s.a r.I.
30
Sept
2008

Tne "MGN Gas Equity"

investment comprising:

The Kemble Water

Equity" investment
comprising:
0

30 September
2008

I
I

86,516,073
ordinary shares in
Kemole W arer

2) "Angel Trains
(EU) Debt
Tranche A"

1) 17,374,238
representing a
40.00% interest
in the MGN Gas
Equity of
43,435,595.
2) "MGN Gas
Equity Tranche
I A"

AMP Capital Investors

(Kemble Water) S.a r.I.

Signature Of
Lender

Portion repaid
(%and date)

2) Relevant
Tranche
Of which 16.63% are
held indirectly by AMP
Capital Investors
(REST European
lnfrastrucil.lre No. 3)
S.a r.I.

Signature of
Borrower

1} 22,865,850
rep:-esenting a
20.00% interest
in the Kemble
Water Equity of

114,329,252.

Signature of
Borrower

I Signature
of Lender

Date

Investment

Intermediary Entities

1} Amount of
Loan,

Signature of
Borrower

Signature of
Lender

Portion repaid

Signature of
Borrower

Signature
of Lender

(%and date)
2) Relevant
Tranche

I2}

Holaings Limitea.

Kemble
j Water Equity

Of which 20% arc held

indirectly by AMP
Capital Investors
(REST European
Infrastructure No. 3J

j Tranci1eN

s.ar.I.
16
Oct

2008

The &Angel Trains

(UK) Debt B"
investment comprising:

Loan notes from

WilfowTopco
Limited with a face
value totalling

2,750,000.
Ofwh1ch 16.63% ;s
held indirectly by AMP
Capital lnves:ors
(REST European
lnrrastrucrure No. 3)
s.a r.I.

MtP capital Investors

(Angel Trains UK No. 2)

S.a r.I.
M1P capital Investors
(lnfras:ructure No. 1} S.a

r.L

1) 457,249
representing a
16.63% interest
in the Angel
Trains (UK)
Debt B of

2,750,000.
AMP Capital Investors
(Infrastructure No. 2} S.a

r.L

3) "Angel Trains
{UK) Debt
Tranche B"

M1P Capital Investors

(Infrastructure No. 3) S.a
r.I.
AMP Capital Investors
(Infrastructure No. 4) S.a
r.I.

~~~~-----===~==--=-:>---

INTEREST BEARING LOAN FACILITY AGREEMENT BC

dated 5 November 2008

between
(1}
AMP Capita! Investors (REST European Infrastructure No 2) S.a.r.I. a private limited
llablllly company (soclete a responsabilite llmitee), organised and existing under the laws of the
Grand-Duchy of Luxembourg, having Its registered office at 12, rue Leon Thyes, L-2636
Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under
number B 141 .806 (hereafter the "Lender".)

and
(2)
AMP Capital Investors (REST European Infrastructure No 3) S.a.r.I. a private limited
llablllly company (societe a rosponsabilite llrnilee), organised and existing under fhe laws of the
Grand-Duchy of Luxembourg, havin9 its registered office at 12, rue Leon Thyes, L-2636
Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under
number 8141 .804 (hereafter the "Borrower" or "Company".)

1.

Definitions, Interpretation

1.1

In this Agreement
Accounts

Means the accounting statements prepared by the Company in

relation with an Accrual Period being either annual accounts of
the Company (If the relevant Accrual Period ends on 31'1
December or Interim accounts if the relevant Accrual Period
ends on another date)

Business Day

Means a day, except a Saturday or Sunday, on which banks

are normally open for business In Luxembourg

Draw Down Date

Means with respect to each Loan the date such Loan Is drawn
down and borrowed by the Borrower

Effective Date

Means 30 September 2008

Facility

Means the loan facfllty of an amount equal to two hundred

million Pounds Sterlfng (f200,000,000) made available by the
Lender to the Borrower under this Agreement;

Initial Loan

Means the loan in amount of 22, 760,235 funded on the

Effective Date

Interest Payment Date

Means the date determined by the Lender for the payment of

Interest under Clause 6.1 of this Agreement

Investment

Means an Investment as defined in Schedulo 1 of U1is

agreement Indirectly (partly or wholly) financed through this
Facility

Loans

Means the aggregate prlnclpal amount of loans outslllndlng

under tho Facility In accordance with this Agreement

Operational Costs

Means llny costs, charges, uisbursements or expenses of the

1m ac

-2-

Company
Tranche

Means a Loan {or part thereof) issued under this Facility In

accordance wlth this Agreement which will be used by the
Borrower to directly or Indirectly acquire an Investment

2.

FACILITY

2.1

The Lender has mado available to tho Borrower tho Facility pursuant to the terms and
conditions of this Agreement as from the Effective Date. Such Facility will be of an aggregate
amount of two hundred mllllon Pounds Sterling (200,000,000} to be drawn down In Loans
(comprising one or many Tranches), each Tranche of which shall be used by the Borrower
directly or l1,1d!rectly to acquire an Investment.

2.2

The Facility shall terminate, and all Loans thereunder shall be repaid, on the Final Maturity
Date unless repaid earlier In accordance with this Agreement and In particular clause 8.

3.

Use OF PROCEEDS

3.1

The Borrower shall apply all amounts borrowed under the Facility from time to time solely to
fund directly or Indirectly an Investment (or part thereof), and each such application shall be
referenced In Schedule 1.

3.2

The Lender shall not be obliged to verify or control the use of proceeds by the Borrower.

4.

DRAWDOWN

4.1

On the Effective Date the Borrower has drawn down and borrowed the lnltlal Loan. The
balance of the Faclllty may be drawn down at any time subject to a five (5) day notice (or such
shorter time as agreed to by the Lender). Each Loan under the Faclllty drawn down and
borrowed after the date of this Agreement shall be evidenced by the Lender and the Borrower
by making a notation on Schedule 1 of the amount drawn down, whether It comprises one or
more Tranches and the lnvestment(s) to which the Tranche(s} of the draw down relates.

4.2

Each loan under the Facility drawn down may comprise one or more Tranches. Each
Tranche can only relate Indirectly to one of the Investments listed In Schedule 1. The
Investment which the Tranche of the Loan drawn down is funding must be notated by the
Borrower and the Lender in Schedule 1 of this Agreement at the time of the draw down.

4.3

The terms of each Tranche of loan drawn down under this Facility may vary and shall be
agreed between the Borrower and the Lender and evidenced by them by appending a
Schedule to this Agreement documenting the agreed terms and conditions of oach proposed
Tranche of Loan drawn down at least two (2) Business Days prior to tho date of each draw
down or such earlier time as agreed by the lender. The minimum terms and conditions as
agreed between the parties to be documented under this clause for each Tranche drawn
down and the format In which they are to be presented is at Schedule 2.

4.4

All amounts under this Facility are to be drawn down in Pounds Sterling unless expressly
stated otherwise In the relevant Schedule attached to this Agreement evidencing the terms
and conditions of each draw down as agreed between the Borrower and Lender.

5.

INTEREST

5.1

Each Tranche of Loan drawn down under the Facility shall bear interest as oulllned tn the
Schedule attached to this Agreement evidencing the terms and conditions of the Tranche of
Loan as agreed between the Boriow'er and the Lender.

5.2

At the Lender's request, the Borrower shall provide copies of calculations and supporting
documentation to the lander.

113l. BC

-3-

6.

INTEREST PAYMENT D ATE

6.1

fhe Interest payable on each Tranche of Loan drawn down under the Facility shall be
payable, as outlined In the Schedule attached to this Agreement evidencing the terms ond
conditions of the Tranche of loan as agreed betv.ieen the Borrower and the Lender.

7.

FINAL MATURITY DATE

7.1

Each Tranche of Loan drawn down under the Facility shall have a final maturity date as
outlined in the Schedule attached to this Agreement evidencing the terms and conditions of
the Tranche of loan as agreed betv.ieen the Borrower and the Lender.

8.

REPAYMENT/ PREPAYMENT

8.1

The Facility shall terminate, and the outstanding Tranches of loans shall be repaid by the
Borrower, subject to Clause 9, on whichever shall first occur of.

the Final Maturity Date; or

the liquidation of the Borrower.

PROVIDED nothing In this clause shall prevent the Borrower from prepaying the Tranches of
Loans In whole or In part at any time.
8.2

Prepayment on Disposal

8.2.1

In the event of the disposal by the Borrower by way of sale or otherwise of all of Its Interests
(directly or Indirectly} in an Investment, or In case of a prepayment to the Borrower of a
Tranche of funding relating to an Investment, or its interests in an Intermediary Entity related
specifically to that Investment, the Tranche of loans relating to that Investment issued under
this Facility shall terminate and the outstanding Tranche of Loan (and any outstanding Interest
or Deferred Interest relating thereto} shall be repaid by the Borrower, subject to Clause 9, as
soon as practicable thereafter In an amount equal to the lesser of:
(a} the amount of such Tranche which was used t9 finance the Investment; and
(b) the amount which may be prepaid with the net proceeds received (and not restricted
through escrow or similar arrangements) by the Borrower for such Investment.

8.2.2

If, prior to the Facll!ty terminating, part (but not all} of the Borrower's (direct or Indirect) Interest
in an Investment, Is disposed of by the Borrower by way of sale or otherwise, or the Borrower
directly or Indirectly receives part!al payment of prlnclpal amounts owed to It In relation to an
Investment (which do not constitute Interest received by the Borrower In rela!lon to the
Investment) (each time the "Disposed Portion"), If (and to the extent) the Investment
constituting such Disposed Portion (or the princlpal amount constituting such Disposed
Portion) had been financed through a Tranche of a Loan, the Borrower shall prepay a portion
of the Tranche of such Loan equal to the lesser of:
(a) the pro rata portion of such Tranche which was used to finance the Disposed Portion,
calculated as a percentage of the aggregote amount of such Tranche; or
(b) the maximum portion of such Tranche which may be prepaid with the not proceeds
received (and not restricted through escrow or similar arrangements) by the Borrower
for such Disposed Portion.
The 13orrower shall prepay the requisite amount of the relevant Tranche of Loan os soon as
practicable following the receipt of proceeds from (or for) the Disposed Portion

IBL BC

-4-

8.3

Clause 8.2 shall not apply to any repayment, prepayment or disposal to the extent that the
proceeds thereof are used by the Borrower to make a new Investment In the Investment or
are held pending the making of such new Investment or funding.

8.4

Voluntary Prepayment

8.4.1

The Borrower shall be entitled, at any time and at its election, to repay the Loans In full, or In
their Tranches (or part thereof) where the Loan Is made up of more than one Tranche,
together with any unpaid interest thereon (to the extent the agreed terms and conditions of the
Tranche of Loan as outlined In the relevant Schedule to this Agreement provide for such
unpaid Interest) on a certain date (the "Optional Repayment Date").

8.4.2

In the event that the Borrower repays the Loans pursuant to this Clause, notice of such
repayment shall be given by or on behalf of the Borrower, not fess than one (1) Business Day
prior to the Optional Repayment Date, to the Lender; provided, however, that no falfure to
give such notice nor any defect therein shall affect the validity of the foregoing for the
repayment.

8.4.3

The amounts due under this Facility shall Jn any case not exceed all amounts owing directly
and Indirectly to the Borrower in relation to an Investment (as llsted In Schedule 1) to the
extent that such Investment is funded by a Tranche of Loan under this Facility.

LIMITED RECOURSE

Notwithstanding anything herein or otherwise to the contrary, the Lender acknowledges and
agrees that any recourse the Lender may have to the Borrower with respect to any principal
and Interest amounts owing to it under a Tranche of this Facfllty related to an Investment
listed Jn Schedule 1 shall be llmlted to amounts owing directly and indirectly to the Borrower In
relation to that Investment (but only to the extent the Investment Is funded by a Tranche of
Loan under this Facility), lncfudfng any amounts of principal and interest thereunder, and any
funds, monies or assets received for, in relation with or deriving therefrom, and the Lender will
have no recourse to any other assets of the Borrower which are not related to or derived from
the portion of the Investment funded by a Tranche of Loan under this Facility.
10

MISCELLANEOUS

10.1

Choice of Law
This Agreement ts governed by and shall be construed In accordance with the laws of the
Grand Duchy of Luxembourg. Any dispute resulting from this Agreement wlll be submitted to
the exclusive jurisdiction of the Luxembourg Courts.

10.2

Written Form
Any alterations or amendments of the present Agreement must be In writing In order lo be
valid and signed by both parties. The same applies to this requirement of wrltton form.

10.3

Invalidity
If parts of this Agreement are or become Invalid or unenforceable, all other provisions of this
Agreement shall remain valid. The parties ::igreo to replace the invalid or unenforceable
provision by such other provision which from a business point of view comes as close to the
objective of the replaced provision as possible. Tho same applies to any gap In this
Agreement.

IBL OC

- 5-

for the Lender:

by:
title:

for the Borrower:

by: u~cJ..._
title:

IBLBC

Schedule1
SUMMARY SCHEDULE OF LOANS UNDER THE FACILITY

Date

Item

Investment

- Amount of Loan
in Draw Down

1) "Tranche
Reference"

Signature of
Borrower

Signature
of Lender

Portion
repaid

Currency
2) Schedule
Number Evidencing

the Terms and

Conditions of the
Loan
30
Septemoer
2008

The "MGI\ Gas Debr

investment
comprising:

12, 125,000 of

loan notes (plus

610,463 in
accrued interest

as at 30
Septembe:- 2008)
issued by MGN
Gas Networks
(UK) Limited.
Of which 40% is neld
indirectly by AMP
Capital Investors
(REST European
Infrastructure No. 3)

s.a r.!.

lBLoC

5,094,185
representing a 40%
interest in the MGN
Gas Debt of
12,735,463
(being 12, 125,000
principal plus
610,463 in
accrued interest) as
at the date of issue
of this Tranche of

Loan

1) vMGN Gas Debt

Tranche A"
2) Schedule 3

0
( /.

and date)

Signature of
Borrower

Signature of
Lender

30
Sep1emoer
2008

The cBAA Toggle

DebC- investment
ccmprising:

5,225,088
representing a
22.92% interest in

the BM Toggle

a 21,609,600

Debt of

interest bearing
loan (plus
679,208 in
accrued interest

22,799,935 (being
21,609,600
principal plus

679,208 in

and 511 , 126 in

accrued interest
premium @; at 30
and 51 1,126
September 2008)
issued by ADI

Fmance 1
Limited.
Of which 22.92% is
he(d indirectly by
AMP Capital
Investors (REST
European
Infrastructure No. 3)
S.a r.I.

l6l.BC

1) "BAA Toggle
Tranche A"

premium) as at the
date of issue of this
Tranche of Loan

,. 2) Schedule 4

:>O

September
2008

The "Kembie Warer

Debr investment
compnsing:

13,483,927 of
loan nctes (plus

720,877 in
accrued interest
as at30
September 2008)
issued by
Kemble Water
Eurobond pie.

Of which 20% is held

indirectly by AMP
Capital Investors
(REST European
Infrastructure No. 3)

s.ar.L

IBLSC

i 2,840,961
I representing a
20.00% interest in

1) "Kemble Water
Debt Tranche A

the Kemble Water

Debt of
14,204,804 {being
13,483,927
principal plus
720,sn in
accrued interest) as
at the date of issue
of this Tranche of
Loan

2) Schedule 5

30

September

2008

The Macquarie UK
Bro2dca.st Debt"
investment
compris ng:

9,600,000 of
!can notes

issued by
Macquarie JK
Broaocast
Enterprises

Umr.ed
Ofwhict 100% are
held directly by AMP
Capital Investors
(REST European
Infrastructure No. 3)

s.a r.t.

:e:.ec

I 9,soo,ooo
! representing a
100% interest in the
Macquarie UK
Broadcast Debt of
9,600,000

1) "Macquarie UK
Debt Tranche A"

j 2)

Schedule 6

Schedule 2
Minimum tenns and conditions of each Tranche of Loan drawn down to be documented

1.0

The Faclllty and Use of Funds

2.0

Currency of Draw Down and Payments

3.0

Interest (including Accrued Interest Provisions if any)

3.1

Interest Rate and Taxable Margin (where applicable)

4.0

Interest Payment Dates

5.0

Flnal Maturity Date (including additional Repayment Provisions If any)

6.0

Costs

llll BC

Schedule 3
Torms and Conditions of the "MG N Gas Debt Tranche A" Loan as Agreed between the
Borrower and Lender

Dofinec.f terms in this Schedule have the meaning given to them under the Facility unless staled
otherwlse.
AMP Capital Investors (MGN
Gas} S.a r.I.

Means AMP Capital Investors (MGN Gas) S.a r.J., a private

limited liability company (soc/ate 8 responsabilite limitae},
organised and existing under the laws of tho Grand-Duchy of
Luxembourg, having its registered office at 12-14 rue Leon
Thyes, L-2636 Luxembourg, and registered with the Luxembourg
Register of Commerce and Companies under number 8140.884

Interest Bearing Loan B (MGN) Means the Sterling denominated 5,094, 185 Interest bearing loan
lssuod to the Borrower by AMP Capital Investors (MGN Gas) S .~
r.l. titled "Interest Bearing Loan Agreement B (MGN)" of even
date herewith

or ISL B (MGN)

IBL B (MGN) Agreement

Means the agreement containing the terms and conditions

governing the issue of the interest bearing loan titled "Interest
Bearing Loan Agreement B (MGN)" of even date herewith

1.9

Tha Facility and Use of Funds

1.1

Subject to the terms of this Agreement, and this Schedule attached to the Agreement, the
Lenders have made available to the Borrower a Tranche of Sterlfng Loan in an aggregate
amount equal to 5,094, 185.

1.2

The Borrower shall apply all amounts borrowed under lhis Tranche of the Facility to Indirectly
fund a portion of the acquisition of the MGN Gas Debt investment listed at ltom 1 In Schedule
1 to this Agreement. This funding wlll bo effected by the Borrower applying all amounts
borrowed under this Tranche of the Facility to loan AMP Capital Investors (MGN Gas) S.a r.I.
under the IBL B (MGN) Agreement an aggregate amount equal to 5,094, 185.

2.0

Currency of Draw Down and Payments

2.1

The draw down has occurred in Pounds Sterling.

2.2

Any payments under this Tranche of the Faclllty are to occur in Pounds Sterling.

3.0

Interest

3.1

The Interest payable under this Tranche of Loan for each Interest Period is equal to the net
lntorest lncom.e derlvod by the Borrower (which Is reflected in the Accounts of the Borrower
tor the Interest Period) from the Loan under the IBL B (MGN) Agreement, or part thereof, to
the extent that this Tranche of Loan directly funds that Loan (In accordance with clause 1.2)
hereafter referred to as the "Interest.

IBL BC

4.0

Interest Payment Dates

41

The Borrower shall pay Interest on this Tranche of Loan half yearly fn arrears on 31 March
and 30 September In each year (each belng an "Interest Payment Dato"). Such period and
each subsequent period commencing on the day following an Interest Payment Date and
ending on the next Interest Paymont Dato Is referred to as an Interest Period.

4.2

Notwithstanding anything to the contrary in this Clause, Interest Periods and Interest Payment
Oates must be Identical to the Interest Periods and Interest Payment Oates applicable In
connection with the Loan issued under the !BL B (MGN) Agreement that this Tranche of Loan
directly funds.

4.3

Interest shall only be payable under this Tranche of loan on an Interest Payment Date to the
extent that the Borrower has received sufficient funds from the Loan Issued under the IBL 0
{MGN) Agreement that this Tranche of Loan directly funds to pay such Interest. If on the last
day of an Interest Period relating to this Tranche of Loan, after the payment of any
Operational Costs, the Borrower has Insufficient funds available to it to pay Interest In respect
of the Loan In accordance with Clause 4.1 above, the amount of Interest payable pursuant to
Clause 4.1 shall be reduced to the highest amount which can be paid by the Borrower (if any).

'1.4

Any Interest accrued In accordance with Clause 4.1 but which Is not paid In cash In
accordance with paragraph 4.3 above shall be automatically capitalised and the relevant
Interest shall roll over to the next Interest Payment Date and such Interest shall be regarded
as Deferred Interest. No Interest shall be charged on any balance of Deferred Interest.

5.0

Maturity and Repayment

5.1

Subject to Clause 8 of the Facility Agreement {Repayment/Repayment), this Tranche of the

Facility will be repaid by the Company at par on 30 September 2024 (the Maturity Date").
The Maturity Date may at any time be extended by the Company, with the exception that the
Maturity Date must always be Identical to the Maturity Date applicable In connection with the
loan Issued under the !BL B (MGN) Agreement that this Tranche of Loan directly funds.

6.0

Costs

To tho extent that the Borrower receives any amounts other than Interest by way of tees.
charges or costs (lncludlng any applicable break fees or gross-ups) In connection with the
loan Issued under the IBL B (MGN) Agreement that this Tranche of loan directly funds,
these amounts shall be due by the Borrower to the Lender and, to the extent not immediately
paid by the Borrower to the Lender, shall be added to the principal amount of the Loan
specified In clause 1.0.

IBLBC

Schedule4
Terms and Conditions of the "BAA Toggle Debt Tranche A" Loan as Agreed between the
Borrower and Lender

Defined terms in this Schedule have the meaning given to them under the Faclllty unless stated
otherwise.
AMP Capital Investors {BAA
Toggle Hold Co) s.a r.I.

Means AMP Capital Investors {BAA Toggle Hold Co} S.a r.1., a
private limited llabllity company (societe J responsabilile limftea),
organised and existing under the laws of the Grand-Duchy of
Luxembourg, having Its registered office at 12-14 rue Leon
Thyes, L-2636 Luxembourg, and registered with the Luxembourg
Register of Commerce and Companfes under number 8138616.

Interest Bearing Loan B (Toggle) Means the Sterling denominated 5,225,088 Interest bearing loan
or IBL B {Toggle)
Issued to the Borrower by AMP Capital Investors (BAA Toggle
Hold Co) S.a r.I. titled "Interest Bearing Loan Agreement B
(Toggle)" of even date herewith
IBL B (Toggle) Agreement

Means the agreement containing the terms and conditions

governing the Issue of the IBL B (Toggle) titled "Interest Bearing
Loan Agreement 8 (Toggle)" of even date herewith

1.0

The Faclllty and Use of Funds

1.1

Subject to the terms of this Agreement, and this Schedule attached to the Agreement, the
Lenders have made available to the Borrower a Tranche of Sterling Loan In an aggregate
amount equal to 5,226,088.

1.2

The Borrower shall apply all amounts borrowed under this Tranche of the Facility to Indirectly
fund a portion of the acquisition of the BAA Toggle Debt listed at Item 1 of Schedule 1 to this
Agreement. This funding will be effected by the Borrower applying all amounts borrowed
under this Tranche of the Facility to loan AMP Capital Investors (BAA Toggle Hold Co) S.a r.I.
under the IBL B (Toggle) Agreement an aggregate amount equal to 5,225,088.

2.0

Currency of Draw Down and Payments

2.1

The draw down has occurred In Pounds Sterling.

2.2

Any payments under this Tranche of the Facility are to occur In Pounds Sterling.

3.0

Interest

3.1

The Interest payable under this Tranche of Loan for each Interest Period Is equal to the not
interest Income derived by the Borrower {which Is reflected in the Accounts of the 13crrower
for the Interest Period) from the Loan Issued under the IBL B (Toggle) Agreemont, or part
thereof, to the extent that this Tranche of Loan directly funds that Loan (In accordance with
clause 1.2) hereafter referred to as the "Interest".

4.0

Interest Payment Dates

4.1

The Borrower shall pay Interest on this Tranche of Loan half yearly In arrears (each being an
"Interest Payment Date"} or at such shorter periods as agreed between the lender and

Borrower. Such period and each subsequent period commencing on the day following an

IULBC

lnte~est

Payment Date and ending on the next Interest Payment Date is referred to as an
Interest Period.

4.2

Notwithstanding anything to the contrary in this Clause, Interest Periods and Interest Payment
Oates must be identical to the Interest Periods and Interest Payment Dates applicable in
connection with the Loan Issued under the IBL B (Toggle) Agreement that this Tranche of
Loan directly funds.

4.3

Interest shall only be payable under this Tranche of Loan on an Interest Payment D~te to the
extent that the Borrower has received sufficient funds from the portion of Loan Issued under
the IBL B (Toggle} Agreement that this Tranche of Loan directly funds to pay such Interest. If
on the last day of an Interest Period relating to this Tranche of Loan, after the payment of any
Operational Costs, the Borrower has insufficient funds avaltable to It to pay accrued interest In
respect of the Loan In accordance with Clause 4.1 above, the amount of Interest payable
pursuant to Clause 4.1 shall be reduced to the highest amount which can be paid by the
Borrower (If any).

4.4

Any Interest accrued In accordance with Clause 4.1 but whfch Is not paid In cash in
accordance with paragraph 4.3 above shall be automatically capitalised and the relevant
Interest shat! roll over to the next Interest Payment Date and such interest shatl be regarded
as Deferred Interest. No Interest shall be charged on any balance of Deferred Interest

5.0

Maturity and Repayment

5.1

Subject to Clause 8 of the Facility Agreement (Repayment/Prepayment), this Tranche of the

Facility Is made available to the Borrower on a perpetual basis. However, the maturity date of
this Tranche of Loan must always be ldentlcal to the maturity date applicable to the portion of
Loan Issued under the IBL B (Toggle) Agreement that this Tranche of Loan directly funds.

6.0

Costs
To the extent that the Borrower receives any amounts other than Interest by way of fees,
charges or costs (Including any applicable break fees or gross-ups} In <:onnecfion with the
portion of Loan issued under the IBL B (Toggle) Agreement that this Tranche of Loan directly
funds, these amounts shall be due by the Borrower to the Lender and, to the extent not
lmmedlately paid by the Borrower to the Lender, shall be added to the prlnclpal amount of the
Loan specified In clause 1.0.

IBLBC

'

Schedule 5
Terms and Conditions of tho "Kemble Wator Debt Tranche A" Loan as Agreed between tho
Borrower and Lender
Defined terms In this Schedule have the meaning given to them under the Facility unless stated
otherw'se.
AMP Capital Investors (Kemble
Water) S.a r.I.

Means AMP Capltar Investors (Kemble Water) s.a r.I., a private

Jimlted liability company (soclete a responssbi/it{J /imitee),
organlsed and existing under the laws of the Grand-Duchy of
Luxembourg, having Its registered office at 12-14 rue Leon
Thyes, L-2636 Luxembourg, and registered wlth the Luxembourg
Register of Commerce and Companies under number B140894.

Interest Bearing Loan' B (Kemble) Means the Sterling denominated 2,840,961 Interest bearing loan
or IBL B (Kemble)
issued to the Borrower by AMP Capital Investors (Kemble Water)
S.a r.I. titled "Interest Bearing Loan Agreement B (Kemble)" of
even date herewith
ISL B (Kemble) Agreement

Means the agreement containing the terms and conditions

governing the issue of the Interest Bearlng Loan titled "Interest
Bearing Loan Agreement B (Kemble)" of even date here"'.'ith

1.0

The Facility and Use of Funds

1.1

Subject to the terms of this Agreement, and this Schedule attached to the Agreement, the
Lenders have made avallab!e to the Borrower a Tranche of Sterling Loan In an aggregate
amount equal to 2,840,961.

1.2

The Borrower shall apply all amounts borrowed under this Tranche of the Facility to Indirectly
fund a portion of the acquisition of the Kemble Water Debt l!sted at Item 5 of Schedule 1 to
this Agreement. This runding will be effected by the Borrower applying all amounts borrowed
under this Tranche of the Facility to loan AMP Capital Investors (Kemble Water) S.a r.I. under
the IBL B (Kemble) Agreement an aggregate amount equal to 2,840,961.

2.0

Currency of Draw Down and Payments

2.1

Tho draw down has occurred In Pounds Sterling.

2.2

Any payments under this Tranche of the Facility are to occur In Pounds Sterling.

3.0

Interest

3.1

The interest payable under this Tranche of loan for each Interest Period is equal to the net
Interest income derived by the Borrower (which Is reflected In the Accounts of the Borrower
for the Interest Period) from the Loan Issued under tho IBL B (Kemble) Agreement, or part
t'1ereof, to tho extent that thls Tranche of Loan directly funds that Loun (In accoroanco with
clause 1.2) hereafter referred to as the "Interest.

4.0

Interest Payment Dates

4.1

Tho Borrower shall pay Interest on this Tranche of Loan half yearly In arrears on 31 March
and 30 September In oach year (each being an "Interest Paymo11t Date"). Such period and
each subsequent period commencing 011 the day followlng an Interest Payment Dote and
ending 011 the next Interest Payment Date Is referred to as an Interest Period.

IBL BC

4.2

Notwithstanding anything to the contrary In this Clause, Interest Periods and Interest Payment
Oates must be identical to the Interest Periods and Interest Payment Dates applicable In
connection with the Loan Issued under the IBL B (Kembfe) Agreement that this Tranche of
loan directly funds.

4.3

Interest shall only be payable under this Tranche of Loan on an Interest Payment Date to the
extent that the Borrower has received sufficient funds from the Loan Issued under the IBL B
(Kemble) Agreement that this Tranche of Loan dlrectly funds to pay such Interest. If on the
last day of an Interest Period relating to this Tranche of Loan, after the payment of any
Operational Costs, the Borrower has Insufficient funds available to it to pay Interest In respect
of the Loan In accordance with Clause 4.1 above, the amount of Interest payable pursuant to
Clause 4.1 shall be reduced to the highest amount which can be paid by the Borrower (If any).

4.4

Any Interest accrued In accordance with Clause 4.1 but which Is not paid In cash In
accordance with paragraph 4.3 above shall be automatically capttallsed and the relevant
Interest shall roll over to the next Interest Payment Date and such interest shall be regarded
as Deferred Interest. No Interest shall be charged on any balance of Deferred lnteresl

5.0

Maturity and ~epayment

5.1

Subject to Clause 8 of the Facility Agreement (Repayment/Prepayment), this Tranche of the

Facility will be repaid by the Company at par on 31 March 2021 (!he "Maturity Date"). The
Maturity Date may at any time be extended by the Company, with the exception that the
Maturity Date must always be Identical to the Maturity Date applicable In connection with the
Loan issued under the IBL B (Kemble) Agreement that this Tranche of Loan directly funds.

6.0

Costs
To the extent that the Borrower receives any amounts other than interest by way of fees,
charges or costs (Including any applicable break fees or gross-ups) in connection with the
Loan Issued under the IBL B (Kemble) Agreement that this Tranche of Loan directly funds,
lheso amounts shall be due by the Borrower to the Lender and, to the extent not Immediately
paid by the Borrower to the Lender, shall be added to the prfnclpal amount of the Loan
specined in clause 1.0.

IBLBC

Schedulo 6
Terms and Conditions of the "Macqu~rle UK Trancho A" Loan as Agreed botwoon the
Borrower and Lender
Defined terms In this Schedule have the meaning given to them under the Faclllty unless stated
otherwise.
Macquarie UK IBL Faclllty

Means the Pound Sterling denominated interest bearing loan

Facility Issued by Macquarie UK Broadcast Enterprises limited
under which Macquarie UK Broadcast Enterprises Limited has
drawn down from the Borrower 9,600,000

Macquarie UK IBL Facility

Agreement

Means the agreement containing the terms and conditions

governing the Issue of the Macquarie UK IBL Facility titled
"Facillty Agreement" dated on or around April 2007

Macquarie
UK
Enterprises Limited

Broadcast Means Macquarie UK Broadcast Enterprises Limited, a

Incorporated in England and Wales with registered number
6137899

1.0

The Faclllty and Use of Funds

1.1 .

Subject to the terms of this Agreement, and this Schedule attached to the Agreement, the
Lender has made avallable to the Borrower a Tranche of Sterllng Loan In an aggregate
amount equal to 9,600,000.

1.2

The Borrower shall apply all amounts borrowed under this Tranche of the Facility to directly
fund the "Macquarie UK Debr investment listed In Item 3 of Schedule 1 to this Agreement.
This funding will be effected by the Borrower applying all amounts borrowed under this
Tranche of the Faclllty to directly acquire the Macquarie UK lBL Facility of 9,600,000 issued
by Macquarie UK Broadcast Enterprises Limited.

2.0

Currency of Draw Down and Payments

2.1

The draw down has occurred in Pound Sterling.

2.2

Any payments under this Tranche of the Facility are to occur In Pound Sle11ing.

3.0

Interest

3.1

The interest payable Lmder this Tranche of Loan for each Interest Period Is equal to the net
Interest Income derived by the Borrower (which Is reflected In the Accounts of the Borrower
for the Interest Period) from the Investment that this Tranche of Loan directly funds (In
accordance with clause 1.2) hereafter referred to as tho "Interest.

4.0

Interest Payment Dates

4.1

rhe Borrower shall pay lnterost on this Tranche of Loan hC:tlf yearly 111 arroars (each being an
''Interest Payment DateJ) or at such shorter periods ns agreed between the Lender and
Borrower. Such period and each subsequent period commencing on the day following an
Interest Payment Date and ending on the next Interest Paymen t Date is referred to as an
Interest Period.

4.2

Notwithstanding anything to the contrary In this Clause, accrual periods, l11terl:lst Periods and

IBLBC

Interest Payment Dates must be Identical to the accrual periods, Interest Periods and Interest
Payment Dates applicable In connection with the Macquarie UK ISL Facility that this Tranche
of Loan directly funds as prescribed In the Macquarie UK IBL Facility Agreement.
4.3

Interest shall only be payable under this Tranche of Loan on an Interest Payment Date to the
extent that the Borrower has received sufficient funds from the Macquarie UK IBL Facllity
which this Tranche of Loan directly funds to pay such Interest. If on an Interest Payment Date
relating to this Tranche of Loan, arter the payment of any Operational Costs, the Borrower has
Insufficient funds available to It to pay Interest in respect of the Loan In accordance with
Clause 4.1 above, the amount of Interest payable pursuant fo Clause 4.1 shall be reduced to
the highest amount which can be paid by fhe Borrower (if any).

4.4

Any Interest accrued In accordance with Clause 4.1 but which is not paid in cash on an
Interest Payment Date shall be automalically capitalised and the relevant Interest shall roll
over to the next Interest Payment Date and such interest shall be regarded as Deferred
Interest. No Interest shall be charged on any balance of Deferred Interest.

6.0

Maturity and Repayment

5.1

Subject to Clause 8 of the Facility Agreement {Repayment/Prepayment), this Tranche of the

Facility will be repaid by the Company on 1 July 2015 (the "Maturity Date"). The Maturity
Date may at any tlme be ext.ended by the Company, with the exception that the Maturity Date
must always be Identical to the Maturity Date applicable in connection with the Macquarie UK
ISL Facility that this Tranche of Loan directly funds (as prescribed In the Macquarie UK IBL
Facility Agreement).

6.0

Costs

To the extent that the Borrower receives any amounts other than Interest by way of fees,
charges or costs (including any applicable break fees or gross~ups) in connection with the
Macquarre UK IBL Facility that this Tranche of Loan dfrectly funds (as prescribed In the
Macquarie UK IBL Facility Agreement), these amounts shall be due by the Borrower to the
Lender and, to the extent not immediately paid by the Borrower to the Lender, shall be added
to the principal amount of the Loan specified in clause 1.0.

IBL BC

...

--- ~ . . . .

..

Interest Free Convertible Note Faclllty (MGN)

An Instrument creating 100,000,000 Convertible Non-Interest Bearln!J Loan Notes (f.100,000,000)

of one Pound Sterling 1 each
In reglstorod form Issued by

AMP Capita! Investors (MGN Gas)

S.a r.I. (the "Company")

{Registration Numbor 8140.884)

THIS INSTRUMENT Is made on 5 November 2008.

RECITALS
WHEREAS:
(a)

The Company is a private llmltod company (soci6t~ ~ responsabi/lf~ limitee) organised

and existing under the laws of the Grand Duchy or Luxembourg, hav1ng Its registered
office at 12-14 rue Leon Thyes, L-2636 Luxembourg, (Registered No. 8140.884), and
those persons whose names are set out !n Schedule 1 (the "Noleholders").

(b)

The Company wishes to Issue convertible non-Interest bearing loan notes pursuant to the
terms and conditions set forth herein. The Company wishes to Issue the Convertible
Notes with effect from 30 September 2008.

(c)

The Shareholder(s) has on 5 November 2008 resolved to authorise the Issue of, and to
Instruct the Managers of the Company to issue, convertible non-Interest bearing loan
notes In the Company In registered form up to a total amount of One Hundred Million
Pounds Sterling (the "Convertible Notes").

(d)

The convertible non-interest bearing loan notes will be Issued in Tranches at the request
of a Noleholdet, each Tranche of which will be used by the Company to acquire directly
or indirectly one of the lnvesbnenls (or part thereof} and each Issue shall be referenced In
Schcdufe 2, within two Business Days of the issuo, by the Company by making a notation
of the amount of Convertible Notes Issued to the Noteholder and the Investment to which
the Tranche relates. Each Tranche of convertible non-interest bearing loan notes Issued
by the Company can only relate directly or indirectly to one of the Investments listed ln
Schedule 2. The Noteholder shall not be obliged to verify or control the use of proceeds
by the Company.

(e)

The Shareholder(s) further resolved for tho avoidance of doubt that such Convertible
Notes be convertible Into Shares of the Company at a ratio of one (1) to one (1).

(f)

Pursuant to the Instruction of the Shareho!der(s) the Managers of the Company resolved
that tho Company issues the Convertible Notes In accordance with Schedule 1.

(g)

The purpose of this Instrument is to create sllch Convertible Notes In registered form and
provide for the terms nnd conditions thereof.

IFCN {MGN)

NOW THIS INSTRUMENT WITNESSES and the Company hereby declares as follows:Clause (1)
1.1

Definitions and Interpretation

In this Instrument the following expressions shall unless tho context othorwlso requires
have lhe following meanings:-

Affiliate means (A) with respect to any Person, (i) any Person who directly, or Indirectly through one or
more Intermediaries, Controls, or Is Controlled by, or Is under common Control with, such other Person, or
(II) any Person who is a director or executive officer (a) of such Person, or (b) of any Person described In
paragraph {i) above; (B) with respect to an lndlvldual, (I) the husband, wife, mother, father, grandmother,
grandfather, brother, sister, child (Including adopted ch!ld) or other lineal descendant of the relevant
rorson, or (Ii) the.trustees of any settlement (whether or not set up by the relevant Person) under which
the relevant Person and/or other Affiliate of the relevant Person Is capable of being a beneficiary;
Authorised Transfers has the meaning ascribed thereto in clause 5.1;
Bankruptcy, Insolvency or Liquidation Proceeding means (a) bankruptcy, Insolvency, reprieve from
payment (sursis de palement), moratorium, winding-up and any other similar proceeding affecling
!=rcdltors' rights generally, Including, without llmltation, controlled management (gcstlon confr6/~o) of tho
Company, in each case whether or not voluntary, or (b) any case, proceeding or action seeking any
liquidation, dissolution of assets or liabilities or other winding up of or relatlng to the Company, In each
case whether or not voluntary and whether or not Involving bankruptcy or Insolvency;
Business Day means a day except a Saturdoy or Sunday on which bonks are normally open for business
in Luxembourg;
Control means In relation to any Person: (I) the holding al')d/or possession of the beneficial Interest In
ond/or the ability to exercise voling rights applicable to shares or other securities which confer, In
aggregate, on tho holder, more than 50 por cent of the total voting rights conferred by all the issued
shares In tho capital of that Person which are at such time exercisable at a general meeting of that
Person; and/or (II) the power (whether directly or Indirectly and whether by the ownership of share capital,
the possession of voting power, contract or otherwise), to appoint and/or remove all the members of the
board of directors or other governing body of a Person or such of them as are able to cast a majority of
the votes capable of being cast by the members of that board or body;
Conversion Period means the period starting on tho Issue Date and ending at Maturity subject to the
provisions of clauso 4.1;
Convertible Notes. means each of tho convertible non interest bearing loan notes with J denomlnat:on of
ono Pound Sterling (1), created pursuant to this Instrument and convert!blo into Shares of tho Company
In accordance wilh the tenns hereof and the Luxembourg Company Law;
Event of Default has the meaning ascribed thereto In clause 1?.2;
Exercise Notice rncans the notice sent by the Noteholders requcst'ng the convors!on of all or part of the
Convertible Notes hold by them pursuant to the Register and setting out the number of Convertibles Notes
to be converted;

IFCN(MGN)

Investment means each Investment as defined in Schedulo 2 of this aqreement directly or Indirectly
(purtly or wholly) financed th1ough the Issue of a Tranche of Convertible Notes under this Agreement;
Issue Dato means the date Inscribed in the register of Convortible Notes as the issue date;

lien mearis, with respect to any asset, (a) any mortgage, deod of trust, Hen, pledge, hypothecation,
encumbrance, charge or security Interest In, on or of such asset, (b) the Interest of a vendor or a lessor
undor any conditional sole agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating to such assot, (c) any third
party purchase option, call or similar right of a third party, {d) the flllng of any financing statement, l!en
claim or lien notice covering such asset, or {e) the Issuance of any writ of eltachmont, garnishment,
repletion, execution or other legal process against such asset or the owner of any interest therein;
Luxembourg Company Law means tho law of the Grand Duchy of Luxembourg of 101h August, 1915 in
relation to commercial companies;
Managers means the board of managers of the Company;
Maturity means 31 11 December 2068 (unless accelerated In accordance with tho present terms and
conditions);
Notoholder(s) means the Person(s) inscribed In the Registeras a holder of a Convertible Note;
Porson means any natural person, corporation, llmlted liability company, trust, joint venture, _association,
company, partnership, governmental authority or other entity;
Redemption Dato means the date specified In the Redemption Notice for the Redemption of the
Convertible Notes In accordance with the terms of this Instrument;
Redemption Notice has the meaning ascribed thereto In clause 10.2;
Redemption Price means the lesser of (i) the nominal value of the Notes outstanding at the Redemption
Dato and {ii) the amounts owing directly and Indirectly to the Company In relation to an Investment (i:is
listed In Schedule 2) to the extent that such Investment ls funded by a Tranche of Loan under this Facility;
Register means tho register of Noteholdors held at the registored office of the Company;
Shareholder means a holder of Sharos In tho Company;
Shares means the shares (parts soclalos) of a nominal valuo of 1 each of the Company;
Specified Majority means Noteholders holding for the time being 75% in nominal value of the Converllble
Notes than cutstanding;
Tranche means a set amount of Convortible Notes Issued in accordance with this Agreement and listed In
Schodulo 1, tho proceeds of which are used by tho Company to directly or Indirectly fund an Investment
(or par! thereof) llsted :n Schcdu!o 2 of this Agreement;

..

..

..

Transfer means with respect to any Convertible Note, the sale, assignment, transfer or otherwise

IFCN('.ION)

disposal of, placement or permission of any encumbrance or other restriction upon, or grant of any r!ght or
Interest In, ony of ~uch Converllble Nole, wheth~r voluntarily, Involuntarily, by operation of law or
otherwise.

1.2

(a) References In this Instrument or any schedule hereto to any clause, sub-clause,
paragraph, sub-paragraph or schedule without furthor designation shall be construed os
a reference to the clause or sub-clause, paragraph or sub-paragraph of or schedule to
this Instrument so numbered.
(b) The recitals and schedules to this Instrument foml part of It and
"Instrument", Includes reference to such recitals and schedules.

reference to this

(c) Clause, paragraph and schedule headings and tho front cover of this Instrument are for
convenience only and shall not be taken Into account In the Interpretation of this
Instrument.
{d) Words In this Instrument Importing any gender shall include each othor gender and
words Importing the singular shall Include the plural and vice-versa each time as
appropriate.
(e) References in this Instrument to a law or statute shall include any statutory extension or
modification or re-enoclment of such law or statute and any regulations or orders made
tlloro under in force at the date hereor.

(f) Roferencos to "Including" and "in particular" shall not be construed restrictively but shall
mean "Including, but not llmlled to" and "In particular, but without prejudice to the
generality of the foregoing" respectively.
Clause (2)

Amo1,.1nt, Form, Denomination and Ranking of Convertible Notes

2.1.

The aggrog.:ite principal amount of the Convertible Notes Issued pursuant to this
Instrument Is One Hundred Million Pound Sterling (100,000,000) represented by
100,000,000 Convertible Notes with a denomination of one Pound Sterling (1) each
without coupons attached.

2.2.

The Converttble Notes aro Issued in registered form only and the ownership of the
Convertlblo Notos shall be ostabllshod by the Inscription In the Register and the Register
shall constitute evidence of ownership of tho Convertible Notes. The Person whose
nomo appears In the Register as the holder of a Convertible Note shall be treated as the
owner thereof.

2.3.

1Ille to the Convert;bie Notes will pass by registration In the Register.

2.4.

The Company shall maintain the Register at tho Compony's registered office and Inscribe
in such Register the Identity of the Noteholders, Iha number of Convertible Notes held by
each of !hem as well as their address and tho date of on!ry.

IFCN(MGN)

..

2.5.

All of the Tranches of Converlible Notos Issued by the Company under this Instrument
shall constitute a single series of Convertible Notes which shall rank parl passu ln all
respects, conversion, voting and repayment without any preference among themselves
irrespective of the date of Issue of the Individual Convertible Note.

2.6.

Subject to clause 12.1, the Convertible Notes shall constitute unsecured obligations of
the Company ranking at all times at least par! passu with all other future unsecured
obllgatlons of the Company except for those obligations which may be preferred by law
on a winding up or dissolutlon of the Company.

Cl~use (3)

Covenant and Promise to pay

3.1

The Company hereby uncondltlonally promises to pay the outstanding principal amount
on each of the outstanding Convertible Notes to the Noteholders Inscribed in the Register
at Maturity, without notice or demand, subject to the provisions of clauses 10 and 11
(Redemption), clause 13 (Limited Recourse) and clause 4 (Conversion).

3.2

The Company hereby uncondltionally promises that the proceeds of any Tranche will be
used to directly or Indirectly acquire the Investments, or part thereof, !Inked to such
Tranche.

Clause (4)

4.1

Conversion of the Convertible Notes

A Tranche of outstanding Convertibles Notes shall. subject always to the provisions of

Luxembourg Company law and In particular the provisions relating to the Issue of shares
in a societe a responsabll/M /fmltee, be convertible at any time during the Conversion
Period at the option of the Noteho!ders of that Tranche of Conver1ible Notes.

4.2

The Noteholders may exercise their conversion rights for all or part of the Tranche of
Convertible Notes held by each of them upon sending not less than three (3) Business
Days prior a written Exercise Notice to the Company.

4.3

Upon receipt of an Exercise Notice, the Company shall, subject to clause 4.1 and clause
13 convert the appropriate number of the relevant Tranche of Convertible Notes Into
Shares at a ratio of one (1) share of the Company for one (1) Convertible Note and issue
the number of Shares resulting from such formula. The Convertible Notes so converted
shall bo cancelled ond due Inscription thereof shall be made In the Register. The
Notoholdcrs acknowledge and accept that the Issue of shares in the Comp;iny Is subject
to the decision of the general mealing .of Shareholders voting with the majorities as
required by Luxembourg Company Law.

4.4

Capita! duty and notary costs payctble in Luxembourg upon the conversion of the
Convertible Notos Into, and tho lssuo of, such Shores shall bo borno by the Noteholder
serving ti1e Exercise Notice.

Clause (5)
5.1

Transfers of Convertible Notos

Each Noteholder may, upon the approval of the Shareholders of !he Company
ropresenling at least 75% of the Issued capita! of !ho Company, (Ire "Transfer Approval"),

IFCN (MON)

transfer oll or part of Its Convertible Notes, provided that the Convertible Notes may not
be transforred to any Person If such Transfer would, alone or with other Transfers,
constitute a placement of the Convertlble Notes with the public as referred to In article
188 al. 1 or the Luxombourg Company Law. In coso the Convertible Notes me pledged
by their holder, the transfer approval may be given in advonce for any potential acqu!rer
as provided for in article 12 of the law of the Grand Duchy of Luxembourg of 5111 August
2005 in relation to financial collateral agreements.
In addition to the above, In the event of a Transfer to an Affiliate of the relevant
Noteholder, such Noteholder shall be deemed to undertake and shall procure that if the
Affiliate of the Noteholder ceases to be an Affillate of the Noteholder, for whatever
reason, that the Notes held by the former Affiliate be re-transferred to the Notoholder or
to another Affiliate of the Noteholder.
5.2.

Any Transfer having received the Transfer Approval shall be effected by the transmission
to the Company of a form of Transfer duly completed and executed by the transferor and
the transferee, and sent lo the registered office of the Company. The Company will
thereupon inscribe such Transfer In the Register.

5.3.

A Transfer of a Convertible Note will be effected at tho expense of the registered

Noteholder of any such Convortible Note upon payment, or the giving of any Indemnity as
the Company may require, In respect of any lox or other governmental charges which
may bo Imposed on the Company In relation to any such Transfer.

5.4.

No NoteholcJer may require a Transfer of a Convertible Note or Convertible Notes to be

registered (I) as soon as the Company has malled a Redemption Notice under clauses 10
or 11, or (ii) once an Exercise Notice has been issued.

5.5.

Any resale or attempted resale or Transfer made other than In compliance with this
clause 5 shall not be recognised by the Company.

5.6.

The obllgotions of the Company under this Instrument shall not be Increased as a result
of any Tronsfer of any Convertible Note or any Interest therein by a Noteholder, and
accordingly in the event of any such Transfer such obligations shall be limited as
necessary to ensure that the aggregate amount payable by the Company or the Shares
to be issued upon conversion In respect of the Convertible Notes Is not greater than the
aggregate amount that would have been payable hereunder or respectively the number
of Shares that would have been Issued hereunder upon conversion, If the transferor had
remained the sole holder of tho Convertible Notes.

5.7

The Company may not be hold liable for any consequence, tax, legol or other, resulting
from any Transfer and for the avoidance or doubt the Company shall be indemnifed and
held harmless by the relevant transferor of any costs, taxos, chorges or other oxponsea
which it may Incur as a result or In relation with any Transfer except that this clause doos
not apply on perfection and enforcement of a pledge on the Convertlblo Notes.

5.8.

Any Transfers of Convertlblo Notes may only be made if at the same time, the Noteholder
transfers to the same hansferea Shares In tho same percentage to the share capital of
..the Compn_n.Y. as_.the ~~f!i_bcr <;>~ '::l~~e.~ !r~~sf~~r~d .to t~e total n1;1mber of f-.!o~es In Issue

IFCN(MGN)

..

r - - -

except that this clause does not apply on enforcement of a pledge on the Convertible
Noles.
Clause (6)

Non-Interest bearing

Tho Convertible Notes are non-interest bearing.

Clause (7)

Maturity

Unless previously paid, repaid, redeemed or converted, the principal amount of the
Convertible Notes outstanding will be repaid at Maturity.
Clauso (8)

Payment

Payments of the Redemption Price and all other amounts payable in respect thereof will
be made at the relevant Notoholdor's risk to the Notoholdcr Inscribed In tho Register on
the applfcable payment date by wire transfer to a bank account of the relevant
Noteholders then inscribed In the Register as notified In writing to the Company, subject
to any tax laws or other laws and regulations applicable thereto.
Clause (9)

9.1 .

9.2

Taxation

All payments to be mado by the Company hereunder for or In respect of the Convertible
Notes by the Company shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future taxes or duties of whatever nature
Imposed or levied by or on behalf of Luxembourg or any authority in Luxembourg having
the power to tax, unless the withholding or deduction of such taxes or duties is required
by law. In that event, the Company shall pay such additional amounts as wlll result in the
receipt by the Noteholders of such amounts as would have been received by them if no
such withholding or deduction had beon required, except thot no such additional amount
shall bo payable in respect of any Conyertible Note:
(a)

by a Noteholder which Is l!able to such taxes or duties in respect of such

Convertlblo Note by reason of its having some connection with Luxembourg olher
than the mere holding of such Convertible Note;

(b)

by a Noteho!der which would have been entitled to avoid such withholding or

deduction by making a declaration of non-residence or other similar claim for
exemption, but has failed to do so; or

(c)

where such withhofdlng or deduction Is Imposed on a payment to a Person and Is

required to be made pursuant to any EU Directive on the laxation of sav:ngs
Implementing the conclusion of the ECOFIN Council moating of 26/27'h November,
2000, or of 21'1 January 2002 or any law Implementing or complying with, or
Introduced In ardor to confonn to, such Directive.

If tha Company becomes subject at any lime to any taxing jurisdiction other than
Luxembourg, references In this Instrument to Luxembourg shall be constn1ed as
...... . .
. - . .....
rotcronccs 10 Luxembourg and/or sucti 0th.er Ji.ii1sdict1on: ... . ....

IFCN (MGN)

Clauso (10)

Redemption of Convertible Notes at tho Option of the Company

10.1.

The Tranches of Convertible Notes are redeemable at any time at the option of the
Company as a whole. If the Company, In Its sole discretion, decides to redeem less than
the aggregate of all the Convertible Notes (or less thon the aggregate of all the
Convertible Notes in one Tranche of Convertlblo Notes), the selection of the Convertible
Notes to be redeemed (or the selection of Convertible Notes In that Tranche to be
redeemed), shall be made by the Company on a pro rata basis of all the outstanding
Convertible Notes (or on a pro rata basis of all the outstanding Convertible Notes In that
Tranche).

10.2.

At least 10 Business Days before a Redemption Date, the Company shall send a notice
by fax (the "Redemption Notice"), which notice shall be irrevocable, to each Noteholder at
Its address as It appears in the Reg!ster. The Redemption Notice shall state the Tranche
of Convertible Notes to be redeemed, the Redemption Date, the number of Convertible
Notes of tho Tranche to be redeemed and the Redemption Price.

10.3

Redemption on Disposal
10.3.1 In the event of the dlsposal by the Company by way of sale or otherwise of all of
its interests (directly or indirectly) in an Investment, and the Company exorcising its
discretion under clause 10.1, the Company can redeem a Tranche of the Convertible
Notes as soon as practicable thereafter. The Tranche of Convertible Notes which can be
redeemed by !he Company In this case will be the outstanding Tranche of Convertible
Notes used lo fund the Investment (as outlined In Schedule 2) disposed of.
10.3.2 If, prior to Maturity, part (but not all} of the Company's (direct or Indirect) Interest
In an Investment is disposed of by the Company by way of sale or otherwise (each time
the "Disposed Portion"), If (and to the extent) the Investment constituting such Disposed
Portion had been financed through a Tranche of Convertible Notes under this Agreement.
the Company con exercise its discretion under clause 10.1 to redeem a portion of that
Tranche of Convertible Notes equal to the lesser of:

(a) the pro rafa portion of such Tranche which was

used to finance the Disposed

Portion, calculated as a percentage of the aggregate amount of such Tranche; or

(b) the maximum portion of such Tranche which may be redeemed with the not
proceeds received (and not restricted through escrow or similar arrangements) by
the Company for such Disposed Portion.
The Company shall redeem the requisite amount of the relevant Tranche as soon as
practicable followlng the receipt of procoeds from (or for) the Disposed Portion.
10.3.3 Clause 10.3 shall not apply to any disposal to the extent that the proceeds
thereof are used by the Company to make a ne'N Investment In the Investment or are
held pending the making of a new Investment.
10.4.

Any Redemption wlll be made at the Rcdempt'on Price.

10.5.

Al! Convertible Notes which oro redeemed Jn full i;hail forthw ith be cancelled.

FCN(MGN)

10

Clause (11)

Redemption of Convertlblo Notes as a Result of Certain Oovelopmonts

Affecting Taxation

11.1.

The Convertible Notes may be redeemed at the option of the Company In whole but not
in part at any time upon not less than three (3) nor more than thirty (30) days' notice
given by the Company to each Noteholder, if the Company determines In Its sole
disc<elion it has or will become obligated to pay additional amounts as provided or
roforred to In clause 9 above, as a result of any change in, or amendment to, the raws or
regulations of Luxembourg or any authority thereof having power to tax, or any chango In
the application or official Interpretation of such raws or regulations which change or
amendment becomes effective on or after the Issue Date and which obligation cannot be
avoided by the Company taking reasonable measures available to it. The redempllon
shall, if possible, be made at feast five (5) Business Days prior to the earliest date on
which Iha Company would be obligated to pay such oddltlonal amounts.

11.2.

Any redemption of the Convertible Notes pursuant to the paragraph above shall l.Ja made
at the applicable Redemption Price determined as set forth In clause 10.

11 .3.

Clause 9.1. applies mutatis mutandis.

Clauso (12)

Spoclflod Events/Accoloratlon of Maturity/Enforcement

12.1.

"Events of Default" are denned as:

(a)

default by tho Company In the payment of the principal amount at Maturity or the
applicable Redemption Price, and all other payments in respect to any Convertible Note,
when and as any such payment shall become duo and payable, and continuance of such
default for a period of more than 120 days; or

(b)

default by the Company in the due performance of any of its other obligations under or in
respect of this Instrument, if such default shall not havo been cured within 120 days after
receipt by the Company of written notice of default given by a holder of any Convertible
Note: or

(c)

the Company applies for or Is subject to a bankruptcy, Insolvency, faillite or liqu!dalion

Proceeding, and such proceeding continues undlsmlssed for 30 days or an order or
decree approving or ordering any of tho foregoing is entered or the Company consents to
such proceeding or the entry of any such order or decree; or

(d)

it Is or will become unlawful for tho Company to perform or comply with <my of Its
obligations under or in respect of this Instrument; or

(e)

any resolutlon Is passed or order made for the winding up or dissolution of the Company
or :iny group company save for the purpose of a solvent reorganisation or reconstruction
or amalgamation, the terms of which were prevlously approved by the Specified Majority.

12.2.

In the case that any Event of Defoult described in paragraphs (b) through (d) shall l1ave
occurr?d, the Company s~all. !~~e~iat.e~y- ~~vo. n.o tl~~ th~.ro~! to th.a .~ote,ho!de.r_s. A~y

IFCN(MGN)

.,.,._

..,a

- -....., . .....

,._

...

......

11

failure by the Company to give such notice shall not Impair any right or remedy of the
Noteholder accruing upon any Event of Default.

12.3.

Notwithstanding anything herein contained to the contrary, In the case that any Event of
Default shall have occurred and shall not have been cured (if capable of being cured)
within the applicable grace period, If any, (a) a Specified Ma;orily may declare, by notice
given in wrltlng by registered mail to the Company, the Convertlble Notes to be due and
payable, whereupon the same shall forthwith become due and payable without further
action or formality; (b) the holders of any Converllble Notes outstanding may proceed to
protect and enforce their right by any judlclal proceeding or otheiwlse for the colloctlon of
all amounts due and payable, or declared due, with respect to such Convertible Notes; or
(c) upon a final non-appealab!e judgment rendered at the request of the relevant
Notcholder by a court of competent jurisdiction of the occurrence of any Event of Default
In respect of any Convertiblo Note; the Company shall pay the holder thereof such further
amount as shall cover all reasonab!o costs and expenses of collectton, Including
attorneys' reasonable fees and expenses.

12.4.

In the case that any Event of Default shall have occurred the Company shall pay to the
holders of the Convertible Notes the app!lcable Redemption Price.

12.6.

At any time following the Convertible Notes becoming due and repayable under this
Instrument or If the Company is in breach of any other obligation under this instrument,
any Noteholder may at Its discretion and without further notice institute such proceedings
against the Company as It shall think fit to enforce repayment or seek another appropriato
remedy.

Clause (13)

Limited Recourse

Notwithstanding anything herein or otherwise to the contrary, the Notoholder

acknowledges and agrees that any recourse the Noteholder may have to the Company
with respect to any amounts owing to it under a Tranche of this Facllily related lo an
Investment llsted In Schedule 2 shall be limited to amounts owlng directly and indirectly to
the Company In relation to that Investment (but only to the extent Iha Investment Is
funded by a Tranche of Convertible Notes under this Faclllty), lncludlng any amounts of
principal and Interest thereunder, and any funds, monies or assets received for, In
relation with or deriving therefrom, and the Noteholcler wlll have no recoLirse to any other
assets of the Company which are not related to or dorived from the portion of the
Investment funded by a Tranche of Convertible Notes under this Facility.

Clauso (14)

Notices

14.1.

The Company shall publish notices as may be required under Luxembourg law. Not!ces
to Notoholdors shall be given to the address of such Noleholders as thoy appear In the
Register.

14.2.

Notices shall be deemed to have been given on the date of such publlcatlon or, If faxod,
on tho date o f such foxing.

IFCN (MGN)

12

Clauso {15)

15.1.

Currency Indemnity

Tho currency for all sums payable by the Company under or In connection with tho
convertible Notes is r ound Sterling. Any amount received or recovered In a currency
othor than Pound Sterling (whether as a result of, or of enforcement or, a Judgment or
order of a court of ony jurisdiction or otherwise) by any Noteholder in respect of any sum
expressed to be due to It from the Company shall only constitute a discharge to the
Company to the extent of the amount In Pound Sterling which the recipient Is able to
purchase with the amount so received or recovered In that other currency on the date of
that receipt or recovery (or, if It Is not practicable to make that purchase on that date, on
the first date on which It is practicable to do so). If that amount In Pound Sterling is less
than the amount In Pound Sterling expressed to be due to the recipient under any
Convertible Note, the Company shall indemnify the Noteholders against any loss
sustained by them as a result. In any event, the Company shall indemnify and make
good tho recipient against the cost of making any such purchase.

Clause (16)

Undertaking, No Waiver

16.1.

No falfure or delay by the Noteholders in exercising any right or power hereunder or

under the Convertible Notes shall operate as a waiver thereof, nor shall any slnglo or
parllal exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power.

16.2.

The Company undertakes to notify the Noteholders forthwith ff ft becomes aware of any
breach by It of any covenant under this Instrument, or any event or occurrence which with
the giving of notice and/or lapse of time and/or the making of a rele\fant dotormlnatlon
whfch constitutes such event and provide the Noteholders with full detalls of steps which
It is taking, or Is considering taking, In order to reme<ly or mitigate the effect of such ovent
or occurrence or otherwise In connection with it.

Clause (17)

Governing Law and Jurisdiction

The Convertlblo Notes are governed by and construed in accordance \.'Jlth the laws of the
Grand Duchy of Luxembourg and the courts of Luxembourg shall have sole jurisdiction
for all purposes in relatfon to the Convertible Notes.
Clause (18)

Meetings of Noteholdors

Meetings of Notoholders (If any) will be held In accordance with Luxembourg Cor1pany
Law.
Clause (19)

19.1

Mlscellanoous

Any provision of this Instrument held to be Invalid, Illegal or unenforceable In any

jurisdiction shall, as to such jurisd'clion, be Ineffective to the extent of such Invalidity,
i!legcilily or unenforceabllity without offecting the validity, legolity and enforceability of the
remaining provisions horoof. Tho Invalidity of a particular provision In a partlct.lar
jurisdiction sha-lr' not lnvalldato such provision
ciifier )tirisdlction ,

"Iii.any

lrCN(MGN)

13

19.2

Any modification of the terms of this Instrument shall require written approval of the
Specified Majority.

Date '?f Signature~ 5 November 2000

INSTRUMENT Creating Convertible Non-Interest Bearing Loan Notes

IFCN (MGN)

Schedule 2
SCHEDULE OF TRANCHES OF CONVERTIBLE NOTES ISSUED UNDER THIS AGREEMENT

Date

Investment

3) "Relevant Tranche"

30
;I The "MGN Gas Equ,ty"
September investment compr:sing

36.375,000 ordinary snares

in MGN Gas Networks (UK}

L:m1ted.
1

Name of Notehoder

2)Value

..-,
2008

1) Amount of
Convertible Notes

Of Nhich 100% a:e held directly

by the c~mpany

11) 21,717,797

AMP Capital Investors

i 2) 21,717,797

(European
Infrastructure No. 4)

representing a 50%
interest in the MGN Gas
Equity of 43,435,595.

s.a r.t

3) "MGN Gas Equity

Tranche - Compartment

A:'
30
September

2008

The "MG N Gas Equity"

investment comprisrng:

36,375.000 ord;nary shares

in MGN Gas Networks (UK)

Limitc-d.
Of which 100% are held directly
by the Company

1) 17,374,238
2) 17,374,238

representing a 40%
interest in the MGN Gas
Equity of 43.435,595.
3) "MGN Gas Equity

Tranche - Comparunent

IFCN (MGN)

AMP Capital Investors

(REST European
JnfrastruciJJre No. 3)

s.ar.I

Signature of
. Company

Portion repaid

(%, and date)

Signature of
Company

17

30
I The MGN Gas Equity"
September investment comprising:
2008
36,375,000 ord:nary shares
in MGN Gas Networks (UK)
Llmitea.

Of which 100% e:e he'.d directly

by tne Company

1) 4,343,560
2) 4,343,560

representing a 10%
interest in the MGN Gas
Equity of 43,435,595.

3} "MGN Gas Equity

Tranche- Compartment

IFCN (MGN)

AMP Gapital Investors

(Luxembourg No. 1)
S.a r.I, acting in respect
of its Compartment C

Memorial C

Page t of 20
frnE.NpX ,.Ao.Lt-.

AMP Capital Investors (REST E11ropean

Injrastritcture No. 1) S.a r.l., Societe a
responsabilite Iimitee.

Capital social: GBP 400.000,00.

Siege social: L-2636 Luxembourg, 12-14, rue Leon Thyes.
R.C.S. Luxembourg B 141.852.

STATUTES
In the year two thousand eight, on the twelfth of September
Defore us Maltre Martine SCHAEFFER, notary residing in Luxembourg.
THERE APPEARED:
AMP Capital Investors (Luxembourg No. 1) S.a r. I., a company incorporated and organized umler
the laws of Luxembourg, with registered office at 12, rue Leon Thyes L-2636 Luxembourg,
registered with the Luxembourg Trade and Companies Register under number B I07 .80 I, and acting
in respect of its Compartment B,
here rcprcscntcd by Barbara Malaniuk, with professional address in Luxembourg, by virtue of a
proxy given on September 12th, 2008 in Luxembourg;
The said proxy, allcr having been signed "ne varietur" by the proxy holder acting on behal f of the
appearing party and the undersigned notary, will remain attached to Lhe present deed to be filed
together with it ., ., ith the registration authorities.
Such appearing party, represented as stated here-above, has requested the undersigned notary, to
state us follows the articles or association of a private lim ited liability company ("socit.:te a
respo11-.abilitc limitce'), which is hereby mcorporated:

I. Name - registered office - object - duration

\rt. I. ~ame. r here is fom1cd a private limited liability company ("soc 1 a~ J n.:sponsabilitc l11111tcc')
under 1hc name \:VIP Capital Jm.estors (RhS I Europejn lnfrastrudute No. I) S.a r.I. (hcrcaflcr the
Company), wh id1 wil l be governed by the laws of Luxembourg, in parti<.:ular by lht: law <lated I0
. \ugust l l) 15, on rnmmcrciul companies, as arm:nded (hen.:aftcr the I aw), as well as by the pres1.:nt
article-; of association (hcrealkr the \rticles)
.\rt. 2. Ucgistcr c<.1 office.

2.1 I he registered onicc of the Company i-; establi hcd 111 l uxembourg, Grant! Duchy of
Lu\1.:mbourg. It 111.1) he transll:1re<l '"'ith111 the bound.mes of the mu111c1p.tl1lj bj a re~olution ol the
single manager, or <IS the case may be. by the board of 111,rnagcrs ol th1.: Company. the rcg1slcn:d
ofliu.: 111ay t'u1 lher be trnnsforrcd lo any other pla<.:e in the ( irand Duchy of Luxcmhoun~ by means of

http://\\ww.ctat.lu 1m:moria!/memoriul/200S1C' Html/2 l89 20081 '> U15 7.html

t (>; 0 1)

009

~kmorial

Page 2 of'20

a resolution of the single shareholder or the general meeting of shareholders adopted in the manner
required for the amendment of the Articles.
2.2 Branches, subsidiaries or other oflices may be established either in the Grand Duchy of

Luxembourg or abroad by a resolution of the single manager, or as the case may be, the board of
managers or the Company. Where the "ingle manager or the board of managers of the Company
determines that extraordinary political or military developments or events have occurred or arc
imminent and that these developments or events \\Ould interfere \\.ith the normal activities of the
Company at its registered office, or with the case of communication between such office and persons
abroad, the registered offi<.;e may be temporarily transferred abroad until the complete cessation of
these extraordinary circumstances. Such temporary measures shall have no effect on the nationality
of the Company, which, notwithstanding the temporary transfer of its registered office, '"ill remain a
Luxembourg incorporated company.
,\rt. 3. Object.

3.1 The object of the Company is the acquisition of participations, in Luxembourg or abroad, in any
companies or enterprises in any form whatsoever and the management of such participations. The
Company may in particular acquire by subscription, purchase, and exchange or in any other manner
any stock, shares and other participation securities, bonds, debentures, certificates of deposit and
other debt instruments and more generally any securities and financial instruments issued by any
public or private entity \.vhatsocver. lt may participate in the creation, development, management and
control of any company or enterprise. It may further invest in the acquisition and management of a
portfolio of patents or other intellectual property rights of any nature or origin whatsoever.
3.2 The Company may borrow in any form except by way of public offer. It may issue by way of

private placement only, notes, bonds and debentures and any kind of debt and/or equity securities.
rhc Company may lend funds including the proceeds of any borrowings and/or issues of debt
securities to its subsidiaries, affiliated companies or to any other company. It may also give
guarantees and grant securities in favour of third parties to secure its obligations or the oh ligations of
its subsidiaries, affiliated companies or any other company. the Company may further pledge,
transfer, cncumbcr or otherwise create security over all or over some of its assets. For the avoidance
of doubt, the Company shall not carry out any regulated activities of the financial sector.
3.3 The Company may generally employ any techniques and instruments relating to its investments
for the purpose or their eflicient management, including techniques and instruments designed to
protect the Company against eum.:ncy exchange and interest rate risks as well as other risks .
."IA The Company may carry

l)Ut

any commercial, financial or industrial operations and any

trnnsm..tions with rc~pcct to real estate or movable property, which directly M indirectly favour or

relate to its objed.

\rt. -' Ourntion.

4.1 l he Company is lomtcd tor an unlirrntcd pe1iod of time.

L.2 r he Company shal I not he <lissol vcd by reason or the death, suspension of civil rights, incapacity,
1nsol\.cncy, ban!..ruptcy 01 any 'iirnilar e\:cnt affecting one or several of the 'iharcholdcrs.

II. Capital - shares

Art. 5. Capital.

http \\'WW.dat.lu mcmori,il/mcmorial/2001{ 'C l ltml/2489/20081 ~4657 html

l 6 '09/2009

Memorial C

Page J of 20

5.1 The Company's corporate capital is fixed al fou r hundred thousand British pounds (GB P
400,000) represented by:
(i) twenty-two thousand (22,000) ordinary hares (the Ordinary Shares); and
(ii) forty-two thousand (42,000) class A preferred shares (the Class A Prcfom.:d Shares), (ii) fortytwo thousand (42,000) class l3 preferred shares (the Class B Preferred Shares), (iii) forty-two
thousand (42,000) class C preferred shares (the Class C Preferred Shares), (iv) forty-two thousand
(42,000) class D preferred shares (the Class D Prefc1Tcd Shares), (v) fo rty-two thousand (42,000)
class E preferred shares (the Class E Pre ferred Shares), (vi) forty-two thousand (42,000) class F
preferred shares (the Class F Preforrcd Shares), (vii) forty-two thousand (..J.2,000) class G preferred
shares (the Class G Preferred Shares), (vi ii) forty-two thousand (42,000) class I l preferred shares
(the Class ll Preferred Shares), and (ix) forty-two thousand (42,000) class I preferred sha res (the
Class [ Preferred Shares),
representing a total of four hundred thousand (400,000) shares with a nominal value of one British
pound (GBP 1) each, all fully subscribed and entirely paid up.

The Ordinary Shan.:s and the Preferred Shares arc hereafter together referred to as the Shams and
each individually as a Share.
5.2 The share capital of tht: Company may be increased or reduced in one or several times by a
resolution of the single shareholder or, as the case may be, by the general meeting of shareholder',
adopted in the manner required for the amendment of the Articles.
Art. 6. Shares.
6. 1 Redemption of Shares
6.1. l The share capital of the Company may be reduced through the redemption and subsequent
cancellation of Shares, provided that in case of a redemption and subsequent cancdlation of
Preforrcd Shares such redemption and cancellation relates to the whole of one or more Classes of
Preforred Shares through the redemption and cancellation of all the Preferred Shares in issue in such
Class(cs).

6.1.2 In the event of a reduction of share capital of the Company through the red<.;mption and

subsequent cancdlation of one or more Classes of Preferred Shares, the holder(s) of redeemed and
cancelled Class(cs) of Preferred Shares shall receive from the Company an amount equal to the
Cancellation Value Per Shure (as defined hereinatlcr) for each redeemed and cancelled Preferred
Share of thc rde\ant Class( es) held by 1l1thcm.
6 l.J Each Class of Pre fem.xi Shares entitks the holdcr(s) thereof pro rata to its1their hold mg in such
Cla~s, in case of n:demption of such Class, to the Available Amount for the relevant period to whkh
the Class relates as set out bduw:

(a) The pcnod for Clas-; A Prderrcd Shares is the period -,tarting on the da) of incorporation of the

Company and cm.Jing on the Interim Accounts Date for the Class A 2009 lntenm .\c<.:uunts (the
Class A P1.:riou);

(b) The p1.:riod for Class B Prd'crred Shares is tht.: period starting on the day a!kr the Class A Period
and ending 011 the Interim \ ccounts Date for the.: Class l3 20 l 0 Interim Account'> (the Cl.iss l3
Pcnotl);
(c) '[he penod for Class C Preferred Shares is the period shtrting on the day aller the Class l3 Period

http://www.etat.lulrnemorial lmemorial/2008. ('/ l ltml/2..+89/2008124657.html

I r> <>9 12OO<>

Memorial('

Page 4of20

and ending on the Interim Accounts Date for the Class C 20 11 lntcrim Accounts (the Class C
Period);
(d) fhc period for Class D Preferred Shares is the period starting on the day after the Cla~s C Period
and ending on the Interim Accounts Date for the Class D 2012 Interim Accounts (the Class D
Period);
(c) fhe period for Class E Preferred Shares is the period starting on the day after the Class D Period
and ending on the Interim Accounts Date fo r the Class E 20 13 Interim Accounts (the Class E
Period);
( f) The period for Class F Preferred Shares is the period slatting on the day after the Class E Period
and ending on the Interim Accounts Date fo r the Class F 20 14 [nterim Accounts (the Class F
Period);
(g) The period for Class G PreferTed Shares is the period starting on the day after the Class F Period

and end ing on the interim Accounts Date for the Class G 20 IS lntl!rim Accounts (the Class G
Period);
(h) The period for Class I I Preferred Shares is the period stmting on the day after the Class G Period

and ending on the Interim Accounts Date for the Class H 20 16 interim Accounts (the Class H
Period); and
(i) The period for Class l Preferred Shares is the period starting on the day after the Class H Period
and ending on the Interim Accounts Date for the Class l 2017 Interim Accounts (the Class I Period).

6. l .4 In the event a Class of Preferred Shares has not been redeemed and cancelled within the
relevant Class Period, the holdcr(s) of such Class shall become entitled, in case of a redemption and
cancellation of the relevant Class, to the Available Amount for a new pe1iod (the New Period) which
shall start on the date after the last Class Period (or as the case may be the immediately preceding
New Period of another dass) and end on the lnterim Accounts Date of the Interim Accounts
prepared for the redemption and cancellation of such Class of Preferred Shares. The first New Period
shall start on the date atler the Class I Period and the Classes of Preferred Shares not redeemed and
not cancelled in their Class Period as set out above shall come in the order of Cla~s A Preferred
Shares to Class I Preferred Shares (to the extent not previously redeemed and cancelkd).
6. 1.5 In case of redemption of a Class of Preferred Shares, the holder(s) of ~uch Class of Preferred
Shares "hall receive the Cancellation Value per Share provided that where the Cancellation Value
per Share so determined exceeds the Available Cash per Share, the Cancellation Value per Share
~hi.Ill be equal to the 1\\ailablc Cash per Share.

6.1 6 Any amendments to the present Article 6. l shall be subject lo the unanimous dec1s1011 of the
meeting (if any) to be held \\ ith a I00% quorum of all shares in is uc.

gen~ral sh,tr~hol <lers'

6.2 Any avm lablc share premium <.,hall he <lrstributablc to the shareholders of the Company.

6.J \ny transferee of, new subscriber to, acquircr or otherwise a shareholder of the Company's
Shares must at all times at:quire, subscribe to or otherwise hold Shares in all of the Company\
Cl.tsscs of Shares\\ ithout exception. I here fore, no transferee, new -;ub-;crib~r. acquircr or otherwise
shareholder may at any time hold Shares in one or more of the Company's Classes of Shares v.ithout
holding the sJme proportion of Shares in all other existing Classes of the Company\ Shares.

6A Subject to the provisions set torth in article 189 and artrck 190 of the Law and the lei ms of any
shareholders' agreement that may be m force among the Company's shareholders from time to lime

http://www.etat.lufmemorial/memorial/2008/C/f ltml 24891200~ 12 ~657.html

I 6 '09 2009

Memorial C

Page 5of20

Shares may be freely transferred to the extent that each transferring shareholder must, follm' ing any
<;uch transfer, hold the same proportion of Shares in each of the Classes of Shares. for the avoidance
of doubt, a sale of Shares by a shareholder o f one Class of Shares triggers a sale of Shares, in the
same proportion, of any and all other Classes of Shares.
6.5 Any change of ownership o f Shares that is not in compliance with either Artide 6.3 or Article
6.4 shall not be \al id 'is-a-vis the Company and the Company shall not register -;uch change of

ownership in its share register.

6.6 Ea<.:h Share <.:onfcrs an identical voting right and each shareholder has voting rights
commensurate to his shareholding. Save as otherwise provided in this Article 6, each Share shall

rank pari passu with every other Share and shall entitle its owner to equal rights to any di tribution of
<lividends.

6. 7 Towards the Company, the Shares arc indivisible, since only one owner is admitted per Share.
Joint co-owners have to appoint a sole person as their representative towards the Company.
6.8 For the purpose of this Article 6, capitalised terms used herein shall, unless the context requires

otherwise, have the following meanings:

Available Cash: means all the cash held by the Company (except fo r cash on term deposits with a
remaining maturity exceeding 6 months), any readily marketable money market instruments, bonds
and notes and any receivable which in the opinion of the single manager, or as the case may be, the
board of managers of the Company will be paid to the Company in the short term LESS any
indebtedness or other debt of the Company payable in less than 6 months determined on the basis of
the Interim Ac<.:ounts relating to the relevant Class Period (or New Period, as the case muy be).
Available Cash per Share: means in respect of a Class of Preferred Shares, the A vai lablc Cash
divided by the number or Prefcned Shares in issue in the Class to be redeemed and cancelled.
\vailable Amount: means (without double counting) total amount of net profits of the Company
(including carried forward pro lits but (i) less the results, if positive, of any losses (induding can-icd
forwa rd losses) expressed as a positive minus any freely distributable share premium and reserves
and (ii) less any sums to be placed into rescrvc(s) pursuant to the requirements of the Law and/or
these J\rticlcs) determined on the basis of the [nterim Accounts relating lo the relevant Class Period
(or New Period, as the case muy be).
Cancellation Value per Share: means the nominal value per Preferred Share to be redeemed and
cancelled plus the Available Amount divided by the number of Preferred Shares 111 issue in the Class

to be redeemed and cancdkd.

Class: means .inv class ot Preferred Shares.
Class A I ntcrim 2009 Accounts: means the Interim :-\<.:counts for the redemption and cum:ellation
o f the C l.iss t\ Prcfem:d Shares.

Clas(j B Interim 2010 Account'S: means the Interim Accounts for the redemption ,md cancdl.it1011 ol
the Class [3 Preferred Shares.
C las., (' Intcrim 2011 \ ccount'i: mean<; the [ntcrim ,\ ccounts for the redemption ,111d cu111.:d latwn
o f the Clas<; (' Preferred Sh;ircs.
<.'la'is D Inte rim 2012 Accounts: means the Interim Accounts for the redemption and cancellation
ot the ( ' la-;s D Preferred (.)hares.

http://W\\ \\ .d,ll. lu/ memonal1memonal12008/C/ l 1tml 2 rn9/2008 I 2 t (i57 .html

I <i/Ol)/2()()1)

\ilcmorial C

Page 6 of 20

C lass E Interim 2013 Accounts: means the Interim Accounts for the redemption and cancellation of

the Class [: Preforred Shares.

C lass F Interim 20 14 Accounts: means the Interim Accounts for the redemption and cancellation of

the Class F Preferred Shares.

C lass G Interim 2015 Accounts: means the Interim Accounts for the redemption and cancellation

of the Class G Preferred Shares.

C lass II Inte rim 2016 Accounts: means the Interim Accounts for the redemption and cancellation
of the Class 1-1 Preferred Shares.

C lass I In terim 20 17 Accounts: means the Interim Accounts for the redemption and cancellation of
the Class l Preferred Shares.
C lass Period: means any of the Class A Period, the Class B Period, the Class C Period, the Class D

Period, the Class E Period, the Class F Period, the Class G Period, the Class H Period and the Class I
Period as defined in A11icle 6.1.3.
Inte rim Accounts: means the interim accounts of the Company as at the relevant Interim Accounts

Date.
Inte r im Accounts Date: means the date no earlier than eight (8) days before the date of the
redemption and cancellation of the relevant Class of Preferred Shares, provided that such date may
not be later than the last day of the third month after the first year end following the start date of the
relevant period.

New Period: means any new period as defined in Article 6.1.4.

O r d inary ha res: means the ordinary shares in the corporate capital of the Company.
Preferred Shares: means jointly the Class A Preferred Shares, the Class B Preferred Shares, the
Class C Preferred Shares, the Class D Preferred Shares, the Class E Prefcrre<l Shares, the Class F
Preferred Shares, the Class G Preforrcd Shares, the Class H Preferred Shares and the Class I
Preferred Shares and a Prct'errcd Share means any of these shares.
Shares: means jointly the Ordinary Shares and the Preferred Shares and a Share means any of these

shares.

III. Management - representation

\ rt. 7. Board of managers.

7. 1 rhc CumpJny 1s managed by one or more managers appointed by a resolution of the single
sharehol<lcr or the general meeting of shareholders which sets the term of their office. Ir several
manager-; lrn\e been appointed, they will constitute a board or managers. The manager( ) need not to
be -.; hareholdcr(s).
7.2 f'hc managers may be dismissed ad nutum.

Art. 8. Powers of the hoard of managers.

httn://www.ctat.lu/memorial/mcmorial/2008/(' If tml/24891200~ 124657.html

\i1emorial C

Page 7 ol' 20

8.1 All powers not expressly reserved by the Law or the present Articles to the general meeting or
shareholders foll within the competence of the single manager or, if the Company is managed by
more than one manager, the board of managers, which shall have all powers to carry out and approve
all acts and operations consistent with the Company's object.
8.2 Special and limited powers may be delegated for determined matters to one or more agents,
either 'htueholders or not, by the manager, or if there is more than one manager, by any two
managers of the Company.
i\rt. 9. Procedure.

9. 1 The board or managers shall meet us often as the Company's interests so requires or upon call of

any manager at the place indicated in the convening notice.

9.2 Written notice of any meeting of the board of managers shall be given to all managers at least
twenty-four (24) hours in advance of the date set for such meeting, except in case of emergency, in
which case the nature of such circumstances shall be set forth in the convening notice of the meeting
of the board of managers.
9.3 No such convening notice is required if all the members of the board of managers of the
Company are present or represented at the meeting and if they state to have been duly informc<l, and
to have had full knowledge of the agenda of the meeting. The notice may be waived by the consent
in writing, whether in original, by telegram, telex, facsimile or e-mail, of each member of the board
of managers of the Company.
9.4 Any manager may act at any meeting of the board of managers by appointing in writing another
manager as his proxy.
9.5 The board of managers can validly deliberate and act only if a majority of its members is pn:sent
or represented. Resolutions of the board of managers arc validly taken by the majority of the votes
cast. -n1c resolutions of the board of managers will be recorded in minutes signed by all the
managers present or represented at the meeting.
9 .6 Any manager may participate in any meeting of the board or managers by telephone or video
conference cull or by any other similar means of communication allowing all the persons taking part
in the meeting to hear and peak to ead1 other. The participation in a meeting by these means is
deemed equivalent to a participation in person at such meeting.
9.7 Circular resolutions signed by all the managers shall be valid and binding in the same manner a.
i r passed at a meeting duly com cued and held. Such s1gnaturt:s may appear on a single document or
on multiple copies of an identical resolution and may be evidence<.! b) letter or facsimile.
1\rt. IO. Representation. 'I he Company shall be bound towards third parties in all matkrs by the
joint signJturcs of Jny two managers ut' the Company or by the JOnt or single sih111atures of any
pl.!rsons tu whom such signatory power has been validly delegated in accordance with artidc 8.2. llf
these Articles .

.\rt. 11. Liability of the managers. The managers assume, by reason of their mand<1te, no p<..:rsonal

li.ihility in n.:lation to any commit1mmt validly made by them in the name or the Company, provided
-;uch commiunent i'i in compliance \\ilh these Articles as \\Cll a-; the applicable provisions of the
law.

IV. General meetings of shareholders

http://v.ww.d.1t.lu memorial 1111,;morial, '>008 C/l ltml/2 l8CJt'>U08 l 2.f65 7.html

I (l 0912009

1\.1cmorial C

Page 8 of 20

Art. l 2. Powers and voting righ ts.

12.1 The single shareholder assumes all powers conferred by the Law to the general meeting of
shareholders.
12.2 Each shareholder has voting rights commensurate to its shareholding.
12.3 Each shareholder may appoint any person or entity as his attorney pursuant to a written proxy
given by letter, telegram, telex, facsimile or e-mail, to represent him at the general meetings of
shareholders.
,\rt. l3. Form - Quorum - Major ity.

13. I l f there arc not more than twenty-five shareholders, the decisions of the shareholders may be
taken by circular resolution, the text of which shall be sent to all the shareholders in writing, whether
m original or by telegram, telex, facsimile or e-mail. The shareholders shall cast their vote by signing
the circular resolution. The signatures of the shareholders may appear on a single document or on
multiple copies of an identical resolution and may be evidenced by Jetter or facsimile.

13.2 Collective decisions arc only validly taken in ofar as they arc adopted by shareholders owning
more than half of the share capital.
13.3 However, resolutions to alter the Articles or to dissolve and liquidate the Company may only be
adopted by the majority of the shareholders owning at least three quarters of the Company's share
capita!.

V. Annual accounts - allocation of profits

Art. 14. Accounting Year.

1-l. l The accounting year of lhe Company shall begin on the first of January of each year and end on
the thirty-first of December.
14.2 Each year, with reference to the end of the Company's accounting year, the Company's accounts
arc established and the manager or, in case there is a plurality of managers, the board of managers
shall prepare an 111vcntory including an indication of the value of the Company's assets and
liabilities.
14 3 Fach shareholder may inspect the above inventory and baltmce sheet at the Company's
registered oflicc.
Art. 15. Allocation of l'rolit~.

15. l rhc gro-;s pro lits of the Company stated in the annual accounts, after deduction of general
expcnsLs, amort1s<1t1011 and cxpcn<ics represent the net prolil. t\n amount equal to live per cent (5%)
of tlw net pro tits of the Company is allocated to the statutory reserve, until this reserve amounts to
ten per cent (I 0%) of the Company's nominal share capital.
15 2 l he general meeting of sharehol<lers has discretionary power to dispose of the surplus. It may in
pari1cular allocate such profit to the payment ul' a dividend or trans for it to the reserve or ca1Ty it
1imvard.
l ~.J Interim dividends may be distributed, at any time, under the following conditions:

httn//www.etat.lu/memoriallmemorial/2008/('/f ftml/2489/2008124657 .html

16/091 2009

Memorial C

Page 9of20

(i) a statement or accounts or an inventory or report is established by th<.: manager or the board of
managers;
(ii) this statement of ac<.:ounts, inventory or report shows that sufficient funds arc avuiluble for
distribution; it bt.:ing understood that the amount to be distributed may not cxcet.:d realised profits
'ii nee the end of the last fi nancial year, increased by carTied forward profits and distributable reserves
but decreast.:d by carricd forward losses and sums to be allocated to the tatutory reserve;
(iii) the decision to pay interim dividends is taken by the sole shareholder or the general meeting of
shareholders;
(iv) assurance has been obtained that the rights of the creditors of the Company arc not threatened.

VI. Dissolution - liquidation

Art. 16. Dissolution - Liquidation.

16.1 ln the event of a dissolution of the Company, the liquidation will be carried out by one or

scveral liquidators, who do not need to be shareholders, appointed by a resolution of the single
shareholder or the general meeting of shareholders which will determine their po\\Crs and
remuneration. Unless otherwise provided fo r in the resolution of the shareholder(s) or by law, the
liquidators shall be investcd with the broadest powcrs for the realisation of the assets and payments
of thc liabilities of the Company.
16.2 The surplus resulting from the realisation of the assets and thc payment ofthc liabilities of the
Company hall be paid to the sharcholdcr or, in the case of a plurality of shareholders, the
sharcholdcrs in proportion to the shares held by each shareholder in the Company.

VII. General provision

Art. 17. Applicable Law. Reference is made to the provisions of the Law for all matters for which
no specific provision is made in these Articles.

Transitory provision
The first accounting year shall begin on the date of this deed and shall end on 3 1 Dl.!ccmhcr 2008.

Subscription-payment
lhen.:upon, .\MP Capital lmcstors (Luxcmbourg No. I) S.a r.I. acting 111 respect of its Compartment
B, prenamed and rcpn.:-;cntcd as stated here above, dcclarc to have subscribed ln the whuk ~hurt.:
eapita! of the Company and to have fully paid up all four hundred thousand ( W0,000) shan.:s b)'
contribution in cash, so that the amount of four hum.Ired thousand l3ritish poumls (GBP 400,000) is at
the disposal of the Comp.my, as has been proved to the undersigned notary, \\ho cxprcssh
acknowledges it.

Estimate
For the tax registration purpo">es. the share capital is cstimatcd at FllR 501.8~0 (c:\1..hangc rate
EUR 1,2547).

(mcdi.111 prict.:) on September I Ith, 2008: Gf3P 1.-

http:11www.dat.lu mcmoria!Jmemorial/'.W08/C/l ltml/? l89/2008 l 2 l6'i7.htrnl

Memorial C

Page I 0of20

The expenses, co~ts, fees and charges of any kind whatsoever which will have to be borne by the
Company as a result of its incorporation arc estimated at approximately four thousand fi\'c hundred
euro ( 4. 500.- ?).

Resolu tions of the sole shareholder

Immediately after the incorporation of thc Company, the sole shareholder, reprcsl!nling the enti rety

or the subscribed share capital has passed the followi ng resolutions:

I. The following persons arc appointed as managers of the Company for an indefinite period:
- !\-Ir. Phil Garling, manager, born on 8 October 1953 in Syd ney (Austral ia), with professional
address at Level 13, AM P Centre, 50 Bridge Street Sydney NSW 2000, Australia;

- Mr. Rob Gregor, manager, born on 29 May 1969 in Griffith (Australia), with professional address
at 4th noor Berkeley Square llousc Berkeley Square London WIJ 6 BX United Kingdom; and
- Mr. Bart Zech, manager, born on 5 Scptember l 969 in Puttcn (the Netherlands), with profc sional
address at 12- 14, rue Leon fhycs L-2636 Luxembourg.
2. The registered office of the Company is set at L-2636 Luxembourg, 12- 14, rue Leon Thyes.

Declaration
The undersigned notary who understands and speaks English, states herewith that on request of the
above appearing party, the present deed is worded in English followed by a French version and in
case of divergences between the English and the French text, the English version will be prevailing.
WH~~ REOF the present deed was drawn up in Luxembourg, on the day named at the beginning of
this document.

The document having been read to the proxyholder of the appearing party, said proxyhol<ler signed
together with the nolary the present deed.

Suit la traduction fran~aise du texte qui

precede:
L'an th:ux millc hu1t, le dou1.e scptcmbre. Par devant \11,tltre Martme SCHA EFFI~R. notairc de
restth:ncc a L uxcmbourg.
\

CO~tP ARL ' :

AJ\lP Capital Im estors (Luxembourg 1 o. l) S.a r.I., unc sociac constituce ct rcgie scion le droit
lu\cmbourgcois, ayant son '>tcge social au 12, rue Leon fhycs L-2636 Luxembourg. immat1iculec
.wprcs du Rcgistrc de Commerce ct (ks 5ocietcs du I uxcmbourg sous le num6ro [3 I07.80 I, ct
c1giss,1nt pour le l!ompte de son C'ompartimcnt [3
ici rcprcscntec par Barbara Malantuk, a\ec adrcssc professionndlc j Luxembourg, en \ Crtu d'une
pr ocuration don nee le 12 scptcmbrc 2008 ti l uxcmbourg.

l aquelk procuration rcstcra. aprcs avoir 6tc signec "nc varictur" par le reprcscntant de la ~omparnnte

httn: / www.l.!tat.lu/mcmorial/rncmorial/2008/C/I Itml/2489/2008124657.html

Page 11 of 20

Memorial C

et le notaire instrumcntant, anncxcc aux prcscntes pour ctre fom1alisec m cc cllcs.

Laqudle comparantc, cs-4ualit6 4u'cllc agit, a rcquis le notairc instrumcntant de dresser actc d'unc
sm.:16tc a rcsponsabilitc limit6c dont cllc a arrcte lcs statuts commc suit:

I. Denomination - siege social - objet social

duree
Art. l er. Denomination. II est ctabli une socictc aresponsabilitc limitce sous la denomi nation
AMP Capital Investors (RES r European infrastructure No. l) S.a r.l. (ci-apres la Socict6}, qui sera
rcgie par lcs lois du Luxembourg, en particulicr par la loi du I0 aout 19 I 5 corn.:cmant lcs sodctcs
commcrcialcs, tclle que modi lice (ci-aprcs la Loi) ct par lcs presents statuts (ci-aprcs les Statuts).
Ar t. 2. Siege social.

2. 1 Le siege social est ctabli a Luxembourg-Ville, Grand-Duchc de Luxembourg. II peut Ctre

transf6r6 dans \cs limitcs de la commune de Luxembourg par simple decision du g6rant unique, ou
en cas de pluralitc de gcrunts, du conseil de gcrancc. II pcut ctre transfcrc en tout autrc endroit du
Grund-Duchc de Luxembourg par resolution de l'associ6 unique OU de l'assembl6e g6n6rale des
assocics dclib6rant comme en matierc de modification des Statuts.
2.2 11 peut etre CfCC par simple decision du gcrant, OU en CaS de p\uralitC de gcrnnts, du C011SCil de
gcrancc, des succursalcs, filiales ou bureaux tant au Grand-Duch6 de Luxembourg qu'a 1'6tranger.
Lorsquc le g6rant unique ou le conseil <le g6rancc estime que des cvcncmcnts extraordinaircs d'ordrc
po\itiquc OU militairc OU des dcveloppements OU cvencmcnts de nature a interferer avec l'activitc
normalc au siege social ou la communication aiscc cntrc Jc siege social ct 1'6trangcr sc sont produits
ou sont immincnts, le siege social pourra ctrc transf6r6 provisoircmcnt a l'etrangcr, jusqu'a cessation
complete de ccs circonstances anormalcs. Cettc mcsurc provisoirc n'aura toutefois aucun effot sur la
nationalit6 de la Soci6t6 qui rcstcra unc socicte luxembourgcoisc en dcpit du transfcrt tcmporairc de
son siege social.

Art. 3. Objct social.

3. l La Suciet6 a pour objct la prise de participations, tant au Luxcmhourg qu'a l'ctrangcr, dans
d'autres soci6t6s ou cntrcpri:-;cs sous quclquc formc que cc soit ct la gcstion de ees participations. La
Srn:ictc pourra en parti1.:ulicr acqu6rir par souscription, acbat, ct c<..:hangc ou de toutc uutrc rrn.micrc
to us titres, actions d autrcs valcurs de participation, obligations, crcanccs, certi Ii cats de dep6t ct en
gl:nl:ral toutcs \alcurs OU m~trumcnts tinancicrs crnis par toutc cntitc publiquc l)ll privec. File puurra
participcr dans la crcat1011, le dc\cloppemcnt, la gcstion ct ll! controlc de toutc so<..id6 ou entrcprisc.
File pourra en outrc im estir dans \'acquisition ct la gcstion d'un portcfcuille de brevets ou d'autrcs
droits de proprietc 111tcllcctucllc de 4udque nature ou orrginc quc cc soit.
3.2 I a Socidc pourra crnprnntcr !-.Otis quclquc formc quc cc soit sauf par voie d'olfrc publrquc. f:llc
peut prnc0dcr, uniquement par voie de placement privc. a1'0mission d'actions d obligations cl
d'autrcs titre'i I l!pn!sl!ntati rs d\~mprunts eliuu de crcances. La Sm.:rctc pourra pn.:ter des li.111ds, y
compris ceux r0sultant Jes emprurtts d 1ou des emissions d'obligations, a ses filialcs, -;ocietcs allilices
ct :.i tout\.! autre soc16te. !'Ile pcut cgalcmcnt conscntir des garanties ou de-; slirctcs au profit lk tie1u.:s
pcrsonncs Jtin de g.1rantir '>CS obligati<lllS ou lcs ohligJtions de sl!s lilialcs, ...ocidcs .ll'filiccs ou de
toute autrc soc1ct6. l a ~oc10t 6 pourra en outrc nantir, ceder. grcvcr dl! t:hargcs toutc ou pa1 ti..: dl! si.:s
Ll\oirs ou crccr, dl! loute autrc rnanil:rc, des '>Urclcs portant sur toutc ou part1c de -;es avoirs. f-'n tuut
etat de cause. la Socictc nc dl!vra pas cffcctucr unc a<..ti \ itc r6glcmenlcc du sectcur financier

http: /\\ \\ w .dat. lu rncmorial/rni.:morial/2008 C/l Itml

~ ~ ~9, 20081 2-+6 "7

html

16/()<) 2009

Memorial C

Page 12 of20

3.3 La Soci6tc pcut, d'unc manicrc gcncralc, employer toutes techniques ct instruments lie ades
mvcstissements en \ ue <l'une gcstion efficacc, yeornpris des techniques ct instruments destines a la
protcgcr contrc les risqucs <le change, de taux <l'inlerct cl aulres risqucs.
3.4 La Soc16t6 pourra accomplir toutcs operations commcrciales, financicres ou industricllc ain!>i
que tou'i transforts de propri6t6 mobilicrs ou immobilicrs, qui dircctcmcnt ou indirectcmcnt
fin oriscnt la realisation de son obj ct social ou s'y rapportcnt de manicrc directe ou inclirecte.

Art. ..i. Duree.

4.1 La Socictc est constituce pour unc durce illimitcc.
4.2 La Societc nc scra pas dissoutc par suite du dcccs, de !'interdiction civique, de l'incapacitc, de

l'insolvabilitc, de la faillitc ou de tout autre cvcncmcnt similairc affectant un ou plusieurs associes.

II. Capital - parts sociales

Art. S. Capital.

5. 1 Le capital social est fixc ft 4uatre cent mille liHes sterling (GB P 400,000), rcprcsent6 par:
(i) vingt-<lcux millc (22,000) parts socialcs onJinaircs (les Parts Socialcs Ordinaircs); ct
(ii) quarantc-dcux mille (42,000) parts soeialcs privilcgices de classe A (Jes Parts Sociales
Privilegiecs de Classe A), (ii) quarante-dcux mille (42,000) parts sociales privilCgices de classc B
(lcs Parts socialcs Privi lcgices <le Classc B), (iii) quarante-deux millc (42,000) parts socialcs
privilcgices de classe C (les Parts socialcs Privilcgices de Classc C), (iv) quarante-deux millc
(42,000) parts socialcs privilcgiccs de classe D (lcs Parts socialcs Privilegiees de Classc D), (v)
quara11tc-dcux millc (42,000) parts socialcs privilcgiccs de classe E (les Parts socialcs Privilegi6es
de Classc F). (vi) quarantc-deux millc (42,000) parts socialcs privil6gices tic elassc F (les Parts
Socialcs Privi16gi6cs de Classc F), (vii) quarantc-dcux millc (42,000) parts sm:ialcs privi lcgiccs de
classc G (lcs Parts sociaks Privilcgiecs de C'lassc 0), (viii) quarantc-dcux. mille (42,000) parts
socialcs pn\ilegiccs de cla sc II (lcs Pai1s socialcs Privilcgices de Classc 11) ct (1x) quarante-deux
mi lie (42,()(>0) parts socialcs privilcgiccs de classc I (lcs Parts socialcs Pri vi lcgiccs clc C'lassc l);
rcprcsentant un total de quatrc cent millc (400,000) parts socialcs d'une valcur nominalc <l'une livrc
sterling (Gl3P I) chacunc, toutcs souscrites ct enticremcnt liherccs.
l cs Parts Soeiales Onlinaircs et !cs Pmts Sociales Privilcgices sont dcsignccs u apres par um: Part
Soeialc ou lcs Parts Socialcs.
'i 2 L c capital :metal de la Socictc pourra etrc augmcntc ou reduit en unc scu lc ou plusicurs foi~ pnr
resolution de l'nssoci0 unique ou de l'asscmblcc gcncralc ties assocics J01tb0rant commc en maticrc
de modi fieation des Statuts.

\rt. 6. Parts socialcs.

6.1 Rachar

6 I I l c capital social de la Soc16t6 pout ta 0trc 1e<luit par le radrnl ct l'annul..ttion subsequcntc de
Parts Socialcs. <'1 condition qu'un tel rad1at ct annulation subscqucntc ,1i t trait ,t l'intcgralitc <l'unc nu
plusicurs ( l.issl.S de P,11h Socialcs Pri\ tl0gil:cs park biais <lu rachal ct de l'a1mul.ttion de toutcs le~
P.uts ~oc1.tlcs 1.:mis\,;S d ms ccttc (<.:cs) ( l.tssc(s).

httw/, W\\. w .etat. lu11nc11rnri,tl.'tncmorial/2(J08, (' I ltml/2489/2008124657.html

I )

()<) I2()()1)

Page 13 of20

\llemorial C

6.1.2 Dans le cus d'une reduction du capital social par le biais du rachal cl de l'aimulation d'une ou

plusicurs Classes de Parts Socialcs Privilcgices, lcs titulaires <le Classes de Parts Sociales
Privilcgices ruchetccs et unnulees pcrcevront de la part de la Socict6 un montant l:quivalcnt a la
Valcur d'Annulation par Part Socialc (tellc que dcfinie ci-dessous) pour chacune des Parts ocialcs
Pri\ ilegiccs des Classes conccmces qu'ils d6ticnnent ct qui ont 6t6 annu16es.
6.1.3 Chaquc Classc tic Parts Socialcs Privilcgi6es donne droit a scs titulnires, au prorata des parts

'iocialcs 4u 1ils dctienncnt dans ccttc classe, duns le cas d'un rachat de ccttc classc, au fontant
Dispon1blc pour la pcriode conccrnec a laquelle la Classc est soumise confom16mcnt au present
article:
(a) la pcriodc pour Jes Purts Sociales Privilegi6es de Classe A correspond a la pcriode qui commence
le jour de la constitution et qui SC tcrmine a la Date des Comptcs lntcrimaircs pour lcs Comptcs
lntcrimaires 2009 de C'lassc t\ (Ju Periocle de Classc A);
(b) la pcnode pour ks Parts Sociales Privilcgices de Classc 13 correspond a la pcriocle qui commence
le jour suivant la P6riodc de Classe A ct qui sc tennine <\la Date des Comptcs lntcrimaircs pour lcs
C'omptcs lntcrimaircs 2010 de Classc B (la Periode de Classe 13);
(c) la periodc pour les Pmts Socialcs Privilegi6es de Classc C correspond a la p6riode qui commence
le jour suivant la Periode de Classe B ct qui SC terminc a la Date des Comptcs Intcrimaircs pour !cs
Comptes lnt6rimaires 20 11 de Classc C (la P6riode de Classc C);
(d) la pl:riode pour lcs Parts Socialcs Privilegiccs de Classc D correspond a la periocle qui commence
le jour suivant la Periode de Classc c ct qui SC tennine a la Date des Comptcs lnterimaircs pour lcs
Comptes lntcrimaircs 20 12 de Classe D (la P6riodc de Classc D);
(c) la pcriodc pour les Parts Socialcs Privilegi6es de Classc E correspond a la periodc qui commence
It.: jour suivant la Periode de Classc D et qui SC tennine a la Date des Comptes lntcrimaires pour lcs
Comptes lnt6rimaircs 2013 de Classc E (la Periodc de Classc E);
(1) la periode pour les Parts Social es Pri vi legices de Classe F correspond a la p6riodc qui commence

le jour suivant la Pcriode de Classe E ct qui SC tennine a la Date Jes Comptcs lntcrimaircs pour lcs
Comptes lnterimaircs 20 14 de Classc F (la Pcriodc de Classc F);

(g) la pcriotle pour lcs Parts Socialcs Privilcgiccs de Classc G correspond a la pcriocle qui commence
k jour sui\ ant la Pcriode de Classc F ct qui SC termine a la Date des C'mnptcs lntcrimaircs pour lcs
Comptcs Intcrimaircs 20 15 de Clnssc G (la Pcriodc de Classc G);
(h) la pcnotlc pour lcs Paits Sociales Privil6giccs de Cla!>sc II correspond a la pcriodc qui wmmcnce
le jour suivant la Periode de Classc G ct qui SC tenninc a la Date des Comptcs (nterimaircs pour ks
Comptcs lntl:rimaircs 20 16 de Classe 11 (la Pcriodc de C'lassc I I); ct
(i} la pl:nu<lc pour ks Parts Socialcs Privill:giccs <le Classc I com:spond :\la pcnode qui commence
le juur suivant la Pcriode de Classc II ct qui se tcnninc a la Date dt.:s Cumptcs f nt6rimaires pour les
Comptcs Intcnmaircs 2017 de Classc I (la Pl:riode de Classe I).
6. I. i DJns le cas ou une Classc de Parts Sociaks Pm ilcgil:cs n'aurait pas etc rnchetee ct ,111nulcc ,rn
cours Jc la Pcnodc de Classc concemct:, lc(s) titulair<.:(s) de ccttc Classl! poumrnt prl:tcndrt.:, duns le
c ts du r,1chat ct de l'.mnulation de cdte Cla-;sc. au \fontant Disponiblc pour unl! nou\ clle p6riode (Lt
\om l!l lc Peri ode) qui wmmcnccra le jour sui vLJnt la dc1111ere Pcriodi..: de Classc (ou, le cas
cLh0ant. l.1 1\uu\ dh: l'criode tl'unc autrc Clas-;e qui lui precede immcdiatcmcnt) ct sc tcm1incra ~i la
Date des ( omptes 1ntcnmain.:s prepares pour le rach,1t ct l'annulut 1011 dl! ccttc C'lasse de Par ts
Sociaks Pri\ 1k ~i6cs . I :i premiere Nou\ellc Pcriodc commcnccra ti h dale su1vant la Pcriodi..: lk la

http:/twww.dat.lu mcmon.tl mcnwrial/2008/C/I ltml/2489

">00~ I~

i657.html

[ (>/09120<)1)

Memonal C

Page 1-l or20

Classc 1, ct lcs Classes de Parts Socialcs Pri vilcgiecs qui n'auront pas 6t6 rachet6es ni annulecs au
cours de lcur Pcriock <le Classc ainsi que stipulc ci-dcssus, sc succcderont dans l'orclre des Parts
Socialcs Pnvilcgices de Classc A aux Parts Sociales P1ivilcgi6cs de Classe I (clans la mesurc ou clles
n'auraicnt pas etc rachct6cs ct annulces auparavant).
6 1.5 Dans le cas <lu rachat d'unc Classc de Parts Socialcs Pri vil6gi6cs, lcs titulaires de cctte Classc

de Parts Socialcs Privilcgiccs percevront le Monlanl <l'Annulation par Part Sociale sous reserve
toutefois que dans l'hypothese ou le Montant d'Annulation par Part Socialc ex.cede k Liquide
Disponihlc par Part Socialc, le Montant d'J\nnulation par Part Socialc sera cgnl au Liquide
Dispolllbk par Part Socialc.
6.1.6 Toutc modification au present Article 6. 1 devra faire l'objet d'une decision unanimc de

l'asscmblce generale des associes (le cas echcant) qui de\ ra sc tenir avcc un quorum <le 1000 des
parts ~ociaks 6miscs.
6.2 Toute prime d'cmission disponible est distribuablc aux assocics de la Socictc.

6.3 Tout cession11aire, nouveau souscriptcur, acqucreur ou titulaire des Parts ocialcs de la Socictc
doit, a tout moment, acqucrir, souscrirc ou d'une quclconque manicre dctenir des Parts Sociales clans
toutcs les Classes de Parts Sociales sans exception. Par consequent, aucun ccssionnaire, nouveau
souscripteur, acquercur ou titulairc de Parts Sociales ne peut detcnir des Parts Socialcs dans une ou
plusicurs Classes de Parts Sociales sans detenir la mcme proportion de Parts Socialcs dans toutcs les
Classes de Parts Sociales cxistantes.

6.4 Sous reserve des dispositions prevues a !'article 189 et \'article 190 de la Loi ct des dispositions
d'une conve11tion d'assocics qui pourrait ctrc en vigucur cntrc lcs assocics de la Socicte, lcs Parts
Socialcs sont librement transmissiblcs sous la condition quc chaque cedant doit, a la suite d'une telle
cession, dctcnir la mcme proportion de Par1s Socialcs dans chaquc Classe de Parts Socialcs. ll est
precise qu'une vcntc de Parts Sociales, par un associe d'une certaine C\assc de Parts Soeialcs,
impliqucra la vcntc de Parts Sociales, dans la mcme proportion, dans toutcs les autrcs Classes de
Parts Suciales.
6.5 Toutc modification de la propricte de Parts Socialcs qui nc rcspcctcrait pas lcs dispositions de
!'article 6.3 ou de l'a11iclc 6.4 doit ctrc cl6clar6e non valable vis-a-vis de la Socictc et la Soci6t6 ne
proc6tlcra pas a !'inscription de ccs transforls de propri6t6 au rcgistrc des Parl'i Socialcs.
6.6 Chaquc Part Socialc confcre un c.Iroit de vote idcntiquc ct chaque associc a un droit de vote
proportionncl au nombre de Parts Social es qu'il dctient. Sauf ce qui est pr6vu au present article 6,
cha4uc Part Socialc aura un ra11g pari passu equivalent atoutc autrc Part Sociale ct co11f6rcra a son
titulairc des Jro1ls cgaux quanta loutc distribution de di\ idcnc.lcs.
6.7 Les Parts Sncialcs sont indivisibles vis-<1-vis de la Socictc, alors qu'un scul propnctaire par Pat1
Sl)Cialc est .1c.Im1s. l cs coproprietaircs indiv1s drnvcnt designer unc seulc pcrsonne qur lcs rcprcsente
auprcs de la Societc.

6.8 Dans le l:adrc de cct article 6, lcs tcnncs en majusculc utili-;cs auront la
saul' lor-;quc le contcxtc l'e.xige autrcmcnt:
Cla~sc:

~igndicat1011

sui\anlc,

signific n'importc qucllc classc de Parts Sociales Pri\ilcgiccs.

( omptcs lnterimaircs 2009 de C lassc \ signifie lcs Cl)mptcs [ntcrimaires pour le rachat ct
l\111nulallon des Parts Suci.1lcs Privilcgi6es de Classc A.
Comptcs lntfrimaircs 20l0 de ( lassc H signilic Jes C'omptcs lnterimaircs pour le radial ct

httn://www.ctat.lu/mcmurial/mcmorial/200S/C/l ltml, 24891200~ I? -l6)7 html

16109/2009

Memorial C

Page 15of20

l'annululion des Parts Socialcs Privil6gi6es de Classc 13.

Comptes lntfrimaires 2011 de C lassc C signifie lcs Comptes lntcrimaires pour k rachat cl
l'unnulation des Pm1s ocialcs Privilegiees de Classe C.
Comptcs lnterimaircs 20 12 de Classc D signific lcs Complcs lnlcrimaircs pour le rachat cl
l'annulation des Parts Socialcs Pri\ ilegi6cs Jc Classc D.
C omptcs lntcrimaircs 2013 de C lassc E signific lcs Comptcs lntcrimaircs pour Jc rachat ct
l'annulation des Parts Socinlcs Privil6giccs de Classc E.
Comptcs Intfrimaircs 201-t de C lassc F signifie Jes Comptes lnt6rimaires pour le rachat ct
l'annulation des Parts Socialcs Privilcgiccs de Classc r.
Comptcs lnterimaircs 2015 de C lasse C signifie Jes Comptes lnt6rimaircs pour le ruchat ct
l'annulation des Parts Socialcs PriviJegices de Classc G.
Comptcs lntcrimaires 2016 de Classc ll signific Jes Comptcs Int6rimaircs pour le rachat ct
l'annulation des Parts Sociules Privi legi6cs de Classc H.
Comptcs lntcrimaircs 2017 de Classc I signi fie !cs Comptes Intcrimaircs pour le rachat et
l'annulation des Parts Socialcs Privil6gi6cs c.lc Classc I.
Comptcs lnterimaircs: signi fie !cs comptcs intcrimaircs de la Socictc a la Date des Comptcs
Intcrimaires conccrncc.
Date des Comptes lnterimaires: signifie la date ne pr6e6dant pas c.lc plus de huit (8) jours la date de
rachat ct d'annulation de la Classe de Parts SociaJes Privilcgices conccrn6e, ctant cntendu que ccttc
date nc peut ctre unc date postcricure au dernicr jour du troisicmc mois de la premiere anncc suivant
la date de debut de la p6riodc eonecrnee.
Liquide Disponiblc: signific ks liquiditcs d6tenues par la Socictc (a !'exception des liquiditcs
inse1itcs sur des comptes a termc ayant unc 6ch6ancc sup6ricurc a6 mois), tous instruments
imm6dialement n6gociablcs sur des marches monctaircs, toutcs obligations ou tous titres de cr6ancc
ou cn'.:anccs qui, selon !'opinion du gerant un ique ou le cas 6cheant du eonseil de g6rance, seront
pay6s ulu Socict6 a eouti terme, MO rNS tout cndettcmcnt OU autrcs dcttcs de la Soei6t6 payublcs
dans lcs 6 mois sur la base des Comptes lnt6rimaircs relatifs a la P6rim1c de C'lussc conccrn6c (ou la
'ouvellc P6riodc. sdon le cas).
Liquide Disponiblc pctr Part Socialc: signi lie, apropos d'unc Classe de Parts Sociales, le I iquidc
Disponiblc <livis6 par le nombrc de Parts Socialcs Privil6giccs cmiscs dans la Classc c.lcvant ctrc
rachctccs ct annulces.
Morttant Disponihlc: signi tic (sans comptc double) le montant total des bcneliccs nets de la Soeicte
(y compris les bcncliecs reportcs moins (i) lcs rcsultat<;, s'ils sont positifs, de tout<.:s pcrtcs (pcrlcs
rcpmtccs y compris) cxprim6cs de manil:rc posili\ emu ins toutc prime d'6misswn librcmcnt
d1stribuablc et toutc rc'icrvc, ct moins (ii) toutcs 1c~ -;om mes placccs en r6scn c co11tom16111cnt Jux
c:-..igcn<.:cs Jc la l oi ou des Statuts) dctenrnnecs sur base Jes Comptcs lntl:rimairc-; n.:latitS L'-1 la
Pcriodc de Classe <.:onccmce.
:\lontaut d'Annulation par Part 'ociale: signific la \alcur nominalc par Part o<.:ialc Pri\ 1lcgicc
dcvanl ctrc rad1et<.:c ct annuh.:c plus k ~tontant Dtspontblc divise par le nombre de Parts Socwlcs
P11vilcg1l!cs l.!m1s1.:s dans la Classc dcvant 0trc rnehctcc ct nnnulce.

http: www.ctat.lu lmcmorial/memorial/2008/Ct I ltml/24891?008 I' i657.html

Memorial C

Page 16of20

Nouvelle Periode: signi tic n'importc quellc nouvelle pcrioclc tcllc quc detin ic

a!'article 6.1.4.

Parts Sociales Ordinaires: signilie ks parts socialcs ordinaires du capital social de la Soci6tc.
Parts Socialcs Privilcgiccs: signi!i e conjointcmcnt lcs Parts Socialcs Privilegi6es de Classc A, \cs
Parts Sociaks Privill:giecs de Classe B, lcs Parts Socialcs Pri vil6gi6es de Classc C, le<; Parts ocialcs
Pri vilegi6es <le Classe D, lcs Parts Socialcs Privill:giccs de Classe E, lcs Parts Socialcs Privil6gi6cs
de Classe F, les Parts Socialcs Privi16giecs de Classe G, lcs Parts Socialcs Pri\ il6gicl!s de Classc H ct
lcs Parts Socialcs Privi16gi6cs de Classc I ct une Part Socialc Privi16gi6e signifie n'importc laquellc
de ccs Parts Sociales.
Parts Socialcs: signific conjointcmcnt !es Parts Socialcs Ordinaircs ct lcs Parts Socialcs Pri vi l6gi6es
ct unc Part Socialc signitic n'importe laqucllc de ces Parts Socialcs.
Pfriodc de Classc signifie P6riode de Classe A, P6riodc de Classc 8, Periodc de Classc C, P6riodc
de Classc D, P6rio<lc de Classc E, Perio<le de Classe F, P6riode de Classc G, P6riode de Classc H ct
P6riodc de Classe l.

III. Gestion - representation

Art. 7. Conscil de gcrance.
7. 1 La Socictc est gcn~c par un ou plusieurs gerants, lcsqucls nc sont pas ncccssaircmcnt des associes
ct qui scront nommcs par resol ution de l'associe unique ou de l'assernblee gencrale des associ6s
laqudle fixc la durce de leur mandat.
Dans la mcsure ou plusicurs gerants sont nommes, ils constituent le conscil de g6rance. Lc(s) g6rant
(s) nc sont pas nccessaircment un/dcs associc(s).

7.2 Les g6rants sont revocablcs a<l nutum.

Art. 8. Pouvoirs du conscil de gcrancc.

a l'asscmblce gcncrale des associ6s par la Loi OU

lcs presents Statuts scront de la competence du gcrant ou, en cas de pluralit6 de gcrants, du conscil
de g6rance, qui aura tous pouvoirs pour cffectuer ct approuvcr tous actes ct operations conformcs a
l'objet social.
8.1 rous lcs pouvoirs non cxprcssl:mcnt reserves

8.2 Des pOU\Oirs spcciaux ct limitcs pour <les tachcs spcciiiqucs pcuvcnt ctrc dclcgucs a llll OU
plusicurs agents, nssoci6s ou non, par le gcrant, ou s'il y a plusicurs gcrants, par dcux gerants de la
so~tdc.

.\rt. 9. Procedure.
9.1 Le con~etl de gcn111cl! sc rl:unira aussi ~OU\ent que l'intcrct de la Soci6tc l'cx1gc ou sur

coll\nc,lt10n d'un <lcs gl:rants au lieu in<liquc clans l'avis de convocation.

l\Cfa donnc a tous Jes gl:rants un a\ is ccrit de toule reunion du conscil de gl:rancc au moins
\ingt quatrc (24) bl!urcs avant la date prcvue pour la rl:union, sauf en cas d'urgencc, auqucl cas la
nature (d lcs motif~) <lc ccttl! urgcnce scront mcntionncs bricvl!ml!nt duns l'i.l\ is <le l..011\ ocation de h
reunion du cnnseil de g6rnncc.

9.2 II

9.3 I .1 reunion pcut drc 'alabkmcnt tcnuc sans convocation prcalablc si tou<> le:-. ~crants de la

http '\vww.ctat.lu/mernorial/mcmorial/2008/C/Html/2 rn9/2008 I 246'57 .html

16/09/2009

Memorial C

Page 17 of 20

Socicte sont presents OU rcprcscntes lors de la reunion ct d6clarcnt avoir etc dC11ncnl informt!s de la
reunion ct de son ordre du jour. II pcut aussi ctrc rcnoncc a la con\'ocation avcc )'accord de chaque
g6rant de la Societ6 donn0 par ecril soil en original, soit par te16gramme, telex, telefax ou courricr
61ectronique.
9.4 Tout gcrant pourra e faire representer aux reunions du conscil de gerancc en d6signant par t!crit

un autrc gcrant commc son mandatairc.

9.5 Le conseil de g6rance ne pourra d61ib6rer ct agir \alablcmcnt que si la majorite des g6rants est

pr6scntc ou rcpr6scnt6c. Les decisions du conscil de gcrancc sont prises valablement a la mujoritc
des voix des g6rants presents ou rcprcscntes. Les proccs-vcrbaux des reunions du conseil de gcrancc
SCront Signcs par lOUS les gcrants presents OU reprcsentes a la reunion.
9.6 Tout gcrant peut participer nla reunion du conscil de g6rancc par tClephonc OU video conference

uu par tout autrc moycn de communication similairc, ayant pour cffet que toutcs lcs personnes
participant <1 la reunion pcuvent s'cntendre et SC parlcr. La participation a la reunion par un de ces
moyens 6quivaut a unc participation en personne a la reunion.
9.7 Les resolutions cin.:ulaircs signces par tous Jes g6rants seront consid6rees commc etant

valablemcnt adoptees commc si unc reunion du conseil de gerancc dumcnt convoquce avait etc
tcnue. Les signatures des gcrants peuvent ctre apposccs sur un document unique ou sur plusicurs
copies c.l'une resolution idcntiquc, cnvoyccs par lcttre ou telefax.
Ar t. 10. Representation. La Societe scra engagee, en tout circonstance, vis-a-vis des tiers par la
signature conjointe de deux gerants ou, par Jes signatures conjointes ou la signature unique de toutes
personnes aqui de tels pouvoirs de signature ont etc valablcmcnt dclcgues conformement a)'article

8.2. des Statuts.

Art. 11. Responsab ilites d es gerants. Les gerants nc contractent a raison de lcur fo nction aucune
obligation personnel le relativemcnt aux engagements rcgulicrement pris par cux au nom de la
ocictc, dans la mcsurc ou ccs engagements sont pris en conformitc avec lcs Statuts ct Jes
dispositions de la Loi.

IV. Assemblee generate des associes

Art. 12. Pouvoirs et droits de vote.

12. 1 L'a-;socic unique cxcrcc tousles pouvoirs qui sont attribucs par la Loi a l'asscmblee gcnerale des
assocics.
12.2 Ch.1quc ussocic posscdc des droits de vote proportionncls au nombrc <le parts sm.:iales dctenues
par Jui.
12.3 rout associc poun-a sc faire representer aux asscmblccs gcncralcs des assocics de la Socictc en
de. ignant par ccrit, soit par lcttrc, t616grammc, telex, telefax ou coumcr 6lcctroni4uc une autn.!
pcrso1111c comme mandatairc.
:\rt. 13. Formc - Quoru m - l\ lajorite.

IJ. I Lor-;que le nombrn <l'.1:-.socics n'cxcc<le pus vingh;inq assocics, lcs decisions des assocics
pourrunl ctre (>llSCS pJr resolution circulaire dont le tcxte 'iCra Cll\OYC tl chaquc U"SllCi~ par l:crit, '>Oit
cn origin.ii, s01t par telcgramme, telex, tcl~fax ou courricr l:lcctronique. Les associes exp1 irnl.!rnnt
11.:ur \ ote cn '>iJ.nnnl la resolution circulaire. [ CS -;ignaturcs des ,ISSOCIC'i .1ppar.11tronl ...ur Lill JOLlllllCnl

http://\\ww.ctat.lu/memnrial1mcmorial/2008iC/I ltrnl/248912008 124657 html

I MO<J/ WU9

Memorial C

Page 18of20

uni4ue ou sur plusieurs copies d'unc resolution identique, envoy6cs par lcltrc ou telefax.
13.1 Les decisions collectives ne sont valablemcnt prises quc pour autant qu'clles soicnt adoptccs par
des associes detcnant plus de la moitic du capital social.
13. 3 Toutcfois, lcs resolutions prises pour la modification des Statuts ou pour la dis. olution ct la

liquidation de la Socict6 scront prises a la majorit6 des voix des associ6s rcprescntant au moins les
trois quarts du capital social de la Socictc.

V. Comptes annuels - affectation des benefices

Art. 14. Excrcicc social.
1-l. l L'cxercicc social commence le premier janvicr de chaquc anncc ct sc tcrminc le trcntc ct un

dcccmhrc.
14.1 Chaquc annec, a la fin de l'excrcice social, Jes comptcs de la Socictcs sont arrctcs ct le gerant

ou, en cas de pluralitc de gcrants, le conscil de g6rance drcssc un invcntairc comprcnant !'indication
des valeurs actives ct passives de la Soci6te.
14.3 Tout associe peut prendre connaissancc de l'invcntairc ct du bilan au siege social de la Socicte.
Art. 15. Affectation des benefices.

15.1 Les profits bruts de la Societ6 repris dans Jes comptcs annucls, aprcs deduction des frais
g6ncraux, amortisscmcnts et charges constituent le b6nefice net. II sera pr61cv6 ci nq pour cent (5%)
sur le benefice net annuel de la Societc qui sern affccte a la reserve lcgalc jusqu'a cc que ccttc rescn c
utteigm: dix pour cent (I 0%) du capital social de la Socictc.
15.2 L'assemblce gen6rale des associ6s <l6cidera discrctionnairemcnt de l'affcctation du soldc rcstant
du bcn6ticc net annucl. Elle poutTa en particulier attribucr cc benefice au paicment d'un dividcndc,
l'a ffccter i1 la reserve ou le reporter.
15.3 Des dividcndes interimaircs pourront ctre distribucs ~1 tout moment dans lcs conditions
suivantcs:
(i) un 6tat comptablc ou un imentaire ou un rapport est drcssc par le g6rant ou le conscil de gerancc;

(ii) ii rcssort de eel 6tat comptablc, invcntaire ou rapport que des fonds suffi sants sont c.bponibles
pour la <listribution, 6tant u1tendu que le montant ad1stribucr ne peut exc6dcr les benefices realises
depu1s la fin du <lernier excrcice social, augmentc des benefices rcportcs ct des reserves distribuables
mais diminue des pcrtcs reportecs ct des sommcs a allouer a IJ reserve lcgak;
(iii} la decision de payer les di\iden<lcs intcrimaircs est prise par l'assoc1e unique ou l'assemblce
g6n6rak des <ISSO<:.i e!->;
(iv) le paicmcnt est foil des lors qu'il est ctabli que les tlroits de crcancicrs de la Socict6 ne sont pas
menaces.

VI. Dissolution - liquidation

httn://\V\\\V

ct.1l.lu/mc111orial/mcmorial/2008 C/ Html/2489 12008124657 html

16 '09/2009

Memorial C

Pagel9of 20

Art. 16. Dissolution - Liquidation.

16.1 En cas de dissolution de la Soci6l6, la liquidation scra assuree par un ou plusicurs liquidatcurs,
associes ou non, nommcs par resolution de l'associ6 unique ou de l'assembl6c g6n6ralc des assncics
qui fi'<cra leurs pouvoirs ct remuneration. Sauf disposition contrairc pr6vuc dans la n:solutiun <lu ( OU
des) associc(s) ou par la loi, lcs liquidatcurs scront investis des pouvoirs les plus ctcndus pour la
realisation des actits ct le paiemcnt des dcttcs de la Soci6t6.
16.2 Le boni de liquidation resultant de la rcali ation des acti fs ct a pres paiemcnt des dcttcs de la
oci6t6 scra attribu6 1 l'associ6 unique, ou en cas de pluralit6 d'assocics, aux associ6s
proportionncllcmcnt au nombrc tic parts socialcs d6tenucs par chacun <l'cux dans la 'oci6t6.

VII. Disposition generale

Art. 17. Loi Applicable. Pour tout ce qui ne fait pus l'objet d'une disposition spcciliquc par lcs
presents Statuts, ii est fait reference a la Loi.

Disposition transitoire
La premiere ann6e sociale d6butcra a la <late du present acte ct sc tcrmincra au 3 1 <lcccmbrc '.W08.

Souscription - liberation
AMP Capital Investors (Luxembourg No. I) S.a r.l. agissant pour le compte de son Compartimcnt B,
rcpresentce commc <lit ci-dcssus, declare avoir souscrit a l'integralite du capital social de la Socictc ct
<l'avoir cntiercmcnt liber6 lcs quatre cent mil le ( 400.000) parts social1.:s par vcrsemcnt cu cspcccs, <le
sorte quc la somme <le quatrc cent millc livrcs (GBP 400.000) est ala disposition de la Soci6tc, cc
qui a etc prouvc au notairc instrumcntant, qui le reconnalt cxprcsscrncnt.

Frais
Pour !cs bcsoins de l'cnregistrcmcnt, le capital social est 6value a EUR 50 1.880 (taux de change
(median price) du 11 scptcmbre 2008: GBP 1,- =EU R 1,2547).
l I! comparant a 6valu6 le niontant des frais, depenses, remunerations cl charges, sous quelquc forme
quc cc soil, qui incombent a la Socict6 OU qui sont mis asa charge a raison de sa constitution a
environ quatn; millc ci nq cents euros (4.500.- ?).

Decision <le l'associe unique

Et uussit6t, l'associc unique, rcpr6scntant l'int6gralitc tlu capital social a pris lcs resolutions
suivantcs:
I Les pcrsonncs "luivantcs sont nommccs cornme gcrants de la Socictc pour uni.! <lurcc 111dctcrmincl.!.
- "vf. Phil Garling, gcrant, 11~ le 8 m.:lobrc 1953 a Sydney (Australtc), ;n cc adrcssc profossionnclk au
I J cmc 111'vcau, ,\MP Centre, 50 Bridge Street Sydney NSW 2000, Australic;

M. Roh Gregor, gernnt, nc le 2<> mai 1969 c'1 Grilli th (Australrc). a\ cc adrcssc profcs-;io11ncllc au 4
1.mc Ctagc. Lk1lclcy Square llou...e Berkeley ~quarc Londn.:s WI J 6BX, Rt aume l 111; ct
M Bar I Zech,

g~r.llll,

nc k: 5 :-.cph;mbrc 1969 a Pullen (P 1v-;-B.1s). a\ Cl.: adrcssc proksstonnclk au

http:/ www.dat.lu/mcmorial mcmorial )()()8 C'/ f ltml/2489 2008124657 .html

I 61U9/200lJ

Memonal C

Page 20 of 20

12-14, rnc Leon f'hycs L-2636 Lu'<cmbourg.

2. Le siege social de la Socictc est ctabli au L-2636 Luxembourg, 12-14, rnc Leon Thycs.

Declaration
Lc notairc soussignc, qui comprcnd ct parlc l'anglais, constatc que sur dcmandc du man<lataire <le la
socicte comparnntc, Jc present Jctc en languc anglaise, suivi d'une version franc;aise, ct en cas <le
divergence cntrc le tcxtc a11glais ct le tcxtc franc;ais. le tcxtc anglais fern foi.
DONT ACTE, fa1t ct pass6 a Luxembourg, date qu'en tcte des prcscntcs.

l:t apres lccturc faitc ct interpretation <lonn6c au mandatairc de la societc'.: comparantc, lc<lit
man<latairc a signc le present actt.: avcc le notaire.

Signe: 8. Malaniuk ct M. Schaeffer.

Enrcgistrc a Luxembourg AC, le 18 scptembrc 2008. LAC/2008/37943.? Rc9u <lcux millc cinq cent
onzc euros quatrc-vingt-trcizc cums Eur 0,5% = 2.5 11,93.

Le Reccveurff (sign6): Franck SCHNEIDER.

POUR COPIE CONFORME, <lclivrec a la <lemandc de la preditc societ6, sur papicr librc, aux fins de
la publication au Memorial, Rccucil des Socictcs ct Associations.
Luxembourg, le 25 septcmbrc 2008.

Martine SCHAEFFER.

Reference de publication: 2008 124657/5770/646.

(080145456) Depose au rcgistre <le commerce ct des socictcs de Luxembourg, le Ier octobre 2008.

'111n://w\1, w.clat.lu/mcmorial/ mcmori,il/2008/('/( ltml/2489/?008 1246 57 html

16 '09/ 2009

INFORMATION FOR TllE DETERMINATION OF TAX ADVANC ES

File<l on 16 September 2009

This document relates to the follo" ing company:

I AMP Capital Investors (BAA Toggle lloldco) S.a.r.I.

Incorporation date: May 7, 2008
Tax number : 2008/24/ 18688
Related documentation: VTLN/GARS/VARD/ A233a09001 M-VETT

l. Expected annual tax base :

2. Proposed quarterly C IT advances

( based on 801u of the expected annual tax base)

3. Proposed (1u:1r tcrly l\I HT advances

I ( based on H<JOlo of the expected annual tax base)

( ) l'lc.L'c 11<>lc ~1.1t tl11s wmpany Jpplicd for the fu11ct1011JI c111 rcm:y

INFORMATION FOR TllE

DETER~llNATION

OF TAX ADVANCES

riled on 16 September 2009

This document relates to the following company:

AMP Capital Investors (CIF European Infrastructure No. 2) S.~\.r.I.

Incorporation date: September 12, 2008
Tax number : 2008/24/38727
Related documentation: VTLN/GARS/V ARO/ A233a0900 I M-VETT

~xpected annual tax base : ------~ GBP 8,548

1

2. Proposed quarterly CIT advances

(based un 80% of the cxpeclt..:d annual tax base)

3. P roposed quarterly \IBT adYances

( ba-;ed on 80 ,, of the cxpccti:d annual tax base)

(') l'kJ\~ 11t>I~ tl1a11hi' 1:omp.my .rpphnl lur the fon~11onal cm rcncy

GBP 373*

_ _ JI

INFORMATION FOR TllE DETERMINATION OF TAX ADVANCES

Filed on 16 Si.!plembcr 2009

This document relates to the following company:

AMP Capital Investors (European Infrastructure No. 2) S.a.r.I.

Incorporation date: May 7, 2008
Tax number : 2008124/1 8637
Related documentation: VTLN/GARS/VARD/A233a0900lM-VETT

1. Expected annual tax base :

GBP 164,035*

- - I

2. Proposed quarterly err advnnces

GBP 7, 165*

( based on 80% or lhc expected annual tax base)

__J~~~~~~~3. Proposed quarterly MBT advances

( based on 80 o of the c.xpected annual tax base)

GBP 1,919*

INFORMATION FOR THE DETERMINATION OF TAX ADVANCES

Filed o n 16 September 2009

This document relates to the following company:

AMP Capital Investors (FOF European Infrastructure No. 2) S.a.r.1.

Incorporation date: September 12, 2008
Tax number : 2008/24/38743
Related documentation: VTLN/GARS/VARD/A233a09001M-VETT

J
l

GBP 20,989*

I. Expected annual tax base :

11

GDP 9 17*

2. Proposld qua r terly C IT advances

(based on 80 o of the expected annual tax base)

3. Proposed q u arterly l\IBT advances

( based on 8011'0 of the expected annual tax base)

J
( ') f'Jc,"c note that 1h1~ company applied for the l\rnctum.il c1111cncy

GBP o

INFORMATION FOR T llE DETER.\llNATION OF TAX ADVANCES

fikd on 16 September 2009

This document relates to the follo\\ing company:

r
AMP Capital Investors (MGN Gas) S.~\.r.1.
Incorporation date: August 8, 1008
Tax number : 2008/24/33032
Related documentation: VTLN/GARS/ VARD/A233a09001 M-VETT

.------I. Expected annual tax base :

2. Proposed quarterly CIT advances

~ascd

on 80% of the expected annual tax base)

3. Proposed quarterly ;\IBT advances

( based on 80% of the expected annual tax base)

I 0 ) l'kJ,.., nor.: tll.11 tl11s COlllJ'Jll~

Jp(lh~J

GBP 7,960*

._____ J

GBP 348*

lor th.: luncllonal cuncncy

GBP 0*

lNFOlll\IATION FOR THE DETERMINATION OF TAX ADVANCES

Fi led on 16 September 2009

This document relates to the following company:

r-

AMP Capital Investors (REST European Infrastructure No. 2) S.a.r.I.

Incorporation date: September 12, 2008

Tax number : 2008124/39022

Related do cu men ta ti on: VTLN/GARS/V ARD/ A233a0900 IM-V ETT

I. Expected annual tax base :

GBP 66,543*

2. Proposed quarterly CIT :idvanccs

( based on 80% of the expected annual tax base)

GBP 2,907*

3. Proposed qu:1rtcrly :\1 BT ad" ances

( based on 80" of the expected annual tax b;1se)

GBP 603*

(" ) l'll!a'c note th.at this i;mnp.any ,1pplicd

tor the ltmctmn.11i;m 1cni;y

INFORMATION FOR T llE DETERMINATION OF TAX ADVANCES

fill.:<l on 16 September 2009

This document relates to the following company:

- - - --------------Site (Euro) No I S.a.r.l.

[ncorporation date: August 8, 2008
Tax number : 2008/24/34136
Related documentation: VTLN/GARS/VARD/ A233a09001 M-VETT

EUR 30,784

I. Expected annual tax base :

2. Proposed quarterly CIT advances

1-

(based on 8010 of the expected annual tax base)

I EUR 1,345
I

_ __J
II

__J _ _ _ ____,

3. Proposed quarterly l\1BT advances

( based on 80'0 of the exp~cted annual tax base)

EUR 120

LE GOUVERNEMENT
DU GRAND- DU CHE DE LUXEMBOURG
Administration des contri butions directes

Bureau d'imposition
Societes 6

For the attention of Mr Vincent Lebrun

PricewaterhouseCoopers
400, route d'Esch
B.P. 1443
L - 1014 Luxembourg

Companies involved : Luxembourg companies listed in Appendix 1

Tax number: Please refer to Appendix 1

16 September 2009

Dear Sir,

Further to your letter dated16 September 2009 - references A233a09001 M-VETT relating to the
transactions that the group AMP Capital Investors Limited would like to conduct, I find the
contents of said letter to be in compliance with current tax legislation and administrative
practice.

It is understood that my above confirmation may only be used within the framework of the
transactions contemplated by the abovementioned letter and that the principles described in
your letter shall not apply ipso facto to other situations.

Le prepose u bureau

Mariu Kohl

Appendix I

\I

18, rue du Fort Wedell

Tel.: (352) 40.800-3118

Adresse postale

Sit~ Internet

Luxembourg

Fax: (352) 40.800-3100

L-2982 Luxembourg

vwfw.impotsdirects.public.lu