SECURITY TRUST AND INTERCREDITOR DEED
CLIFFORD CHANCE LLPCONFORMED COPY OF EXECUTION VERSIONAS AMENDED ON 9 JANUARY 2012DEUTSCHE TRUSTEE COMPANY LIMITEDas Borrower Security Trustee, LC Beneficiary and Reserve Account BeneficiaryBAA FUNDING LIMITEDas IssuerDEUTSCHE TRUSTEE COMPANY LIMITEDas Bond TrusteeHEATHROW AIRPORT LIMITED, GATWICK AIRPORT LIMITED, STANSTED AIRPORT LIMITEDBAA (SP) LIMITED, BAA (AH) LIMITED, HEATHROW EXPRESS OPERATING COMPANY LIMITEDas ObligorsBAA LIMITEDas Security Group AgentBAA (SH) LIMITEDas Sub HoldcoLLOYDS TSB BANK PLCas Initial Issuer Liquidity Facility ProviderLLOYDS TSB BANK PLCas Initial Issuer Liquidity Facility AgentLLOYDS TSB BANK PLCas Initial Borrower Liquidity Facility ProviderLLOYDS TSB BANK PLCas Initial Borrower Liquidity Facility AgentCERTAIN FINANCIAL INSTITUTIONSas Initial Issuer Hedge CounterpartiesCERTAIN FINANCIAL INSTITUTIONSas Initial Borrower Hedge CounterpartiesTHE ROYAL BANK OF SCOTLAND PLCas Initial Credit Facilities AgentCERTAIN FINANCIAL INSTITUTIONSas Initial WCF ProvidersCERTAIN FINANCIAL INSTITUTIONSas Initial Capex Facility ProvidersTHE EUROPEAN INVESTMENT BANKas EIB LenderTHE ROYAL BANK OF SCOTLAND PLCas Refinancing Facility AgentCERTAIN FINANCIAL INSTITUTIONSas Refinancing Facility ProvidersandBAA PENSION TRUST COMPANY LIMITEDas BAA Pension TrusteeTHE ROYAL BANK OF SCOTLAND PLCas Borrower Account BankSECURITY TRUST AND INTERCREDITOR DEED
CONTENTSClausePagePART 1 DEFINITIONS AND INTERPRETATION . 31.Definitions and Interpretation . 3PART 2 ACCESSION OF ADDITIONAL BORROWER SECURED CREDITORS. 62.Accession . 63.Additional Finance Documents. 94.Accession of Additional Obligors. 9PART 3 CONSENT AND UNDERTAKINGS . 105.Consent to the Finance Documents. 106.Undertakings . 10PART 4 THE SECURITY . 167.The Security. 168.Trust for Borrower Secured Creditors . 19PART 5 REPRESENTATIVES . 239.Appointment of Representatives. 23PART 6 VOTING . 2510.Qualifying Borrower Debt . 2511.Tranching of Qualifying Borrower Debt and Determination of Voting Qualifying debt . 27PART 7 MODIFICATIONS, CONSENTS AND WAIVERS. 3112.STID Proposals . 3113.Modifications, Consents and Waivers . 3614.Ordinary Voting Matters. 3815.Extraordinary Voting Matters . 4016.Entrenched Rights. 4117.Subordinated Lender Consent Matter . 4218.Reserved Matters . 4219.Instructions with respect to Termination Events under the Shared Services Agreement . 4320.Instructions with respect to Consents pursuant to The Senior/Subordinated IntercreditorAgreement. 44PART 8 ENFORCEMENT OF SECURITY. 4621.Enforcement of Security . 4622.Loan Acceleration Notice . 5123.Borrower Post-Enforcement Priorities of Payments . 52UK/1157503/26-i-230913/70-20134892
PART 9 QBS CREDITOR INSTRUCTIONS . 5724.QBS Creditor Instructions. 5725.Request for Direction. 59PART 10 ROLE OF THE BORROWER SECURITY TRUSTEE. 6126.Activities of the Borrower Security Trustee . 6127.Remuneration and Indemnification of the Borrower Security Trustee. 7128.Appointment of Additional Trustees. 7329.Resignation and Removal of Borrower Security Trustee . 73PART 11 MISCELLANEOUS . 7530.Information and Access . 7531.Common Terms Agreement. 7532.Assignment . 7633.Benefit of Deed . 7634.Defences. 7835.Protection of Third Parties . 7936.Rights of the BAA Pension Trustee. 8037.Power of Attorney. 8038.Subsequent Security Interests . 8239.Currency Indemnity . 8240.Stamp Duty . 8341.VAT . 8342.Winding up of Trust. 8343.Perpetuity Period. 8344.Counterparts. 8345.Corporate obligations. 8346.Governing Law and Jurisdiction. 8447.Execution . 84SCHEDULE 1FORM OF ACCESSION MEMORANDUM.85Part A FORM OF ACCESSION MEMORANDUM (ADDITIONAL BORROWERSECURED CREDITOR OR ADDITIONAL ISSUER SECUREDCREDITOR). 85Part B FORM OF ACCESSION MEMORANDUM (EXISTING SECUREDLIABILITIES). 87Part C FORM OF ACCESSION MEMORANDUM (NEW OBLIGORS) . 89Part D FORM OF ACCESSION MEMORANDUM (NEW SUBORDINATEDINTRAGROUP CREDITOR) . 90UK/1157503/26- ii -230913/70-20134892
Part E FORM OF ACCESSION MEMORANDUM (NON-MIGRATED BONDTRUSTEE) . 91SCHEDULE 2BORROWER POST-ENFORCEMENT PRIORITIES OF PAYMENTS.92Part A Borrower Post-Enforcement (Pre-Acceleration) Revenue Priority of Payments. 92Part B Borrower Post-Enforcement (Pre-Acceleration) Principal Priority of Payments . 97Part C Borrower Post-Enforcement (Post-Acceleration) Priority of Payments . 100SCHEDULE 3RESERVED MATTERS .105SCHEDULE 4FINANCIAL INSTITUTIONS .107Part A Initial Capex Facility Providers . 107Part B Initial WCF Providers . 108Part C Initial Issuer Hedge Counterparties . 109Part D Initial Borrower Hedge Counterparties . 110Part E Refinancing Facility Providers. 111SCHEDULE 5UK/1157503/26EXPECTED PAYMENT NOTICE .112- iii -230913/70-20134892
THIS SECURITY TRUST AND INTERCREDITOR DEED is made as a DEED on the dateof the Master Execution Deed and was amended by a STID AMENDMENT DEED dated 9January 2012BETWEEN(1)BAA (SP) LIMITED, a company incorporated in England and Wales with limitedliability (registered number 06458621) ("Security Parent");(2)BAA (AH) LIMITED, a company incorporated in England and Wales with limitedliability (registered number 06458657) ("Asset Holdco");(3)HEATHROW AIRPORT LIMITED, a company incorporated in England and Waleswith limited liability (registered number 01991017), ("HAL");(4)GATWICK AIRPORT LIMITED, a company incorporated in England and Waleswith limited liability (registered number 01991018) ("GAL");(5)STANSTED AIRPORT LIMITED, a company incorporated in England and Waleswith limited liability (registered number 01990920) ("STAL" and together with HALand GAL, the "Borrowers");(6)HEATHROW EXPRESS OPERATING COMPANY LIMITED, a companyincorporated in England and Wales with limited liability (registered number 03145133)("HEX Opco");(7)DEUTSCHE TRUSTEE COMPANY LIMITED in its capacities as borrower securitytrustee for the Borrower Secured Creditors (the "Borrower Security Trustee", whichexpression shall include all persons for the time being the Borrower Security Trustee orsecurity trustees of the Security Documents), as "LC Beneficiary" and as "ReserveAccount Beneficiary";(8)BAA FUNDING LIMITED a private limited company incorporated in Jersey withlimited liability under registered number 99529 (the "Issuer");(9)BAA LIMITED, a company incorporated in England and Wales with limited liability(registered number 01970855) ("BAA" and the "Security Group Agent");(10)BAA (SH) LIMITED, a company incorporated in England and Wales with limitedliability (registered number 06458635) ("Sub Holdco");(11)BAA PENSION TRUST COMPANY LIMITED as trustees from time to time of theBAA Pension Scheme (the "BAA Pension Trustee");(12)DEUTSCHE TRUSTEE COMPANY LIMITED in its capacity as trustee for theBondholders and for the Issuer Secured Creditors (the "Bond Trustee" which expressionshall include all persons for the time being the trustee or trustees of the Bond Trust Deedand the Issuer Deed of Charge);(13)THE ROYAL BANK OF SCOTLAND PLC as facility agent under the Initial CreditFacilities Agreement (the "Initial Credit Facilities Agent");
(14)THE FINANCIAL INSTITUTIONS listed in Part A (Initial Capex Facility Providers)of Schedule 4 (Financial Institutions), as original bank lenders of the Initial CapexFacility (the "Initial Capex Facility Providers");(15)THE FINANCIAL INSTITUTIONS listed in Part B (Initial WCF Providers) ofSchedule 4 (Financial Institutions), as original bank lenders of the Initial WCF (the"Initial WCF Providers");(16)LLOYDS TSB BANK PLC as agent of the Initial Issuer Liquidity Facility (in thiscapacity, the "Initial Issuer Liquidity Facility Agent") and as provider of the InitialIssuer Liquidity Facility to the Issuer (in this capacity, the "Initial Issuer LiquidityFacility Provider");(17)LLOYDS TSB BANK PLC as facility agent under the Initial Borrower LiquidityFacility (in this capacity, the "Initial Borrower Liquidity Facility Agent") and asprovider of the Initial Borrower Liquidity Facility to the Borrowers (in this capacity, the"Initial Borrower Liquidity Facility Provider");(18)THE EUROPEAN INVESTMENT BANK as lender of the EIB Facilities (in thiscapacity, the "EIB Lender");(19)THE FINANCIAL INSTITUTIONS listed in Part C (Initial Issuer HedgeCounterparties) of Schedule 4 (Financial Institutions), as initial hedge counterpartiespursuant to the Issuer Hedging Agreements (the "Initial Issuer HedgeCounterparties");(20)THE FINANCIAL INSTITUTIONS listed in Part D (Initial Issuer HedgeCounterparties) of Schedule 4 (Financial Institutions), as initial hedge counterpartiespursuant to the Borrower Hedging Agreements (the "Initial Borrower HedgeCounterparties");(21)THE ROYAL BANK OF SCOTLAND PLC as facility agent under the RefinancingFacility Agreement ("the Refinancing Facility Agent");(22)THE FINANCIAL INSTITUTIONS listed in Part E (Refinancing Facility Providers)of Schedule 4 (Financial Institutions), as original bank lenders of the RefinancingFacility (the "Refinancing Facility Providers"); and(23)THE ROYAL BANK OF SCOTLAND PLC as borrower account bank (in thiscapacity, the "Borrower Account Bank").INTRODUCTION(A)The parties hereto have entered into this Deed in order, inter alia, to (i) regulate theclaims of the Borrower Secured Creditors against the Obligors and the rights of priorityand of enforcement in respect of the Borrower Secured Creditors' rights under theCommon Documents and (ii) set out the procedures for instructing the Borrower SecurityTrustee to take certain actions in respect of the Common Documents.(B)It is intended by the parties hereto that this document takes effect as a deed.UK/1157503/26-2-230913/70-20134892
THIS DEED WITNESSES as follows:PART 1 DEFINITIONS AND INTERPRETATION1.DEFINITIONS AND INTERPRETATION1.1DefinitionsUnless otherwise defined in this Deed or the context otherwise requires, words used inthis Deed have the meanings ascribed to them in the master definitions agreement datedthe date hereof between, inter alios, the parties to this Deed (the "Master DefinitionsAgreement").1.2Construction and InterpretationUnless otherwise provided in this Deed or the context otherwise requires, expressionsused in this Deed are to be construed in accordance with Part 2 (Construction) ofSchedule 1 (Common Definitions) to the Master Definitions Agreement (mutatismutandis).1.3Specific Rules on Construction and InterpretationEach party to this Deed (other than the Borrower Security Trustee) acknowledges that inexercising any rights, discretions or powers of the Borrower Security Trustee under anyTransaction Document, Clause 26 (Activities of the Borrower Security Trustee) shallapply in respect of such Transaction Document (mutatis mutandis).1.4Bond Trustee1.4.1Each party to this Deed acknowledges that the Bond Trustee has agreed tobecome party to this Deed for the purposes of taking the benefit of thecontractual provisions expressed to be given in its favour, enabling betterpreservation and enforcement of its rights under the Bonds and the Issuer Deedof Charge and for administrative ease associated with matters where its consentis required. The exercise of any of the rights and/or discretion of the BondTrustee hereunder will be subject to the same protections and immunities(mutatis mutandis) as are conferred upon the Bond Trustee in the Bond TrustDeed (including, without limitation, those protections and immunities containedin clauses 15 (Remuneration and Indemnification of Bond Trustee) and 17(Supplement to Trustee Acts) thereof).1.4.2UK/1157503/26The parties hereto acknowledge that under the terms of the Issuer Deed ofCharge the Issuer has assigned (by way of security subject to reassignment onredemption) all its rights, title and interest (including any beneficial interest)that it has in the Borrower Security (including the OFCA Floating Security) tothe Bond Trustee to hold on trust and as security for itself and the IssuerSecured Creditors. Each of the Issuer and the Bond Trustee hereby gives noticeto each of the Obligors, the Borrower Secured Creditors and the BorrowerSecurity Trustee of the assignment to the Bond Trustee of all of the rights, titleand interest (including any beneficial interest) of the Issuer in this Deed. Eachof the Obligors, the Borrower Secured Creditors and the Borrower SecurityTrustee acknowledges that it has notice that the Issuer has assigned all its rights,-3-230913/70-20134892
title and interest (including any beneficial interest) under this Deed to the BondTrustee.1.5Non-Migrated Bond Trustee and Non-Migrated Bondholders1.5.1The Non-Migrated Bond Trustee (for itself and on behalf of the Non-MigratedBondholders) and the Non-Migrated Bondholders are, from the Initial IssueDate, Borrower Secured Creditors and are intended to have the benefit of theBorrower Security on the terms of this Deed and the Senior/SubordinatedIntercreditor Agreement and, in the event that any of the Borrower Security isenforced, are entitled to receive payments from the realisation proceeds of theBorrower Security (or any amounts received under Clause 23.8 (EnforcementAction pursuant to Senior/Subordinated Intercreditor Agreement)) inaccordance with the applicable Borrower Post-Enforcement Priorities ofPayments notwithstanding that neither the Non-Migrated Bond Trustee nor theNon-Migrated Bondholders are party hereto at the date of this Deed and maynever accede to the terms hereof. Each of the Non-Migrated Bond Trustee andthe Non-Migrated Bondholders (each in its capacity as Borrower SecuredCreditor) may enforce and take the benefit of this Deed notwithstanding that theNon-Migrated Bond Trustee and the Non-Migrated Bondholders are not Partieshereto. The Contracts (Rights of Third Parties) Act 1999 shall apply to thisClause 1.5.1.5.2Notwithstanding any other provision of this Deed, any provision of this
THIS SECURITY TRUST AND INTERCREDITOR DEED is made as a DEED on the date of the Master Execution Deed and was amended by a STID AMENDMENT DEED dated 9 January 2012 BETWEEN (1) BAA (SP) LIMITED , a company incorporated in England and Wales with limited liability (registered number 06458621) (" Security Parent "); .
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