Lcl. DATED G k &A^ 2011 ('1) CAPE PLC (2) CAPE PLC (3) CAPE CLAIMS SERVICES LIMITED GUARANTEE AND FUNDING AGREEMENT

Transcription

1 DATED G k &A^ 2011 ('1) CAPE PLC (2) CAPE PLC (3) CAPE CLAIMS SERVICES LIMITED GUARANTEE AND FUNDING AGREEMENT RELATING TO THE 2006 SCHEME OF ARRANGEMENT AND RELATED AGREEMENTS Lcl

2 THIS AGREEMENT is made as a Deed on C )4',^) 2011 BETWEEN: ( 1) CAPE PLC a company incorporated in Jersey with registered number whose registered office is at 47 Esplanade, St Helier, Jersey, JE1 OBD, Channel Islands ("Cape Jersey"); (2) CAPE PLC registered in England & Wales under number whose registered office is at 9 The Square, Stockley Park, Uxbridge, Middlesex UB11 1 FW ("Cape UK"); and (3) CAPE CLAIMS SERVICES LIMITED registered in England & Wales under number whose registered office is at 9 The Square, Stockley Park, Uxbridge, Middlesex, United Kingdom UB11 1 FW ("CCS"). RECITALS: (A) Cape UK and CCS are party to certain agreements entered into in connection with the 2006 Scheme, which are to remain in full force and effect notwithstanding the entry into this Agreement. (B) Subject to and conditional upon the 2011 Scheme becoming effective in accordance with its terms (pursuant to which Cape Jersey will become the sole shareholder of Cape UK and the ultimate holding company of Cape UK's subsidiaries) the parties have agreed to enter into this Agreement for the purpose of ensuring certain additional funding is made available to Cape UK in connection with its existing funding commitments pursuant to the 2006 Funding Agreement and that certain other obligations of Cape UK are fulfilled under other agreements entered into in connection with the 2006 Scheme. (C) Cape Jersey has also agreed to guarantee certain obligations of Cape UK which arise under the agreements entered into by Cape UK and CCS in connection with the 2006 Scheme. NOW IT IS HEREBY AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement, the following words and expressions shall (save where the context otherwise requires) have the following meanings: "2006 Funding the funding agreement relating to a scheme of Agreement" arrangement, dated 14 March 2006, entered into between Cape UK and CCS pursuant to which Cape UK agreed to make available an intercompany loan facility to CCS; "2006 Scheme" the scheme of arrangement made under section 895 of the Companies Act 1985 and entered into by Cape UK and certain of its subsidiary undertakings with their scheme creditors dated 15 March 2006; "20311 Scheme" shall have the meaning given to it in clause 2.1; "Associate" (i) In relation to either a director or a Substantial Shareholder who is an individual: (a) that individual's spouse or child (the

3 PAGE 2 "Individual family"); (b) the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme as defined in regulation 3 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are Related Parties); or (c) any company in whose equity shares such a person individually or taken together with the individual's family (or if a director, individually or taken together with that individual's family and any other director of that company and his Associates) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) to the extent that they are or could be able: (i) to exercise or control the exercise of 30 per cent. or more of the votes able to be cast at general meetings on all, or substantially all, matters or (ii) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters; and (ii) in relation to a Substantial Shareholder which is a company: (a) any other company which is its subsidiary undertaking, parent undertaking or a subsidiary undertaking of its parent undertaking; (b) any company whose directors are accustomed to act in accordance with the Substantial Shareholder's directors or instructions; or (c) any company in the capital of which the Substantial Shareholder, either alone or together with any other company within (a) or (b) or both together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) interested in the manner described in (i) (c) above;

4 "Business Day" a day on which banks are open for business in London (not being a Saturday, Sunday or public holiday); "Cape Jersey the consolidated net cash inflow/outflow before use of Consolidated Adjusted liquid resources and financing for the relevant Review Operational Cashflow" Year as shown in the Cape Jersey Group Financial Statements adjusted as follows: PAGE 3 {i) adding back the cash outflow in respect of any acquisitions (including the costs of the acquisition); (ii) deducting the capital element of any finance lease rental payments; (iii) adding back any payments made under clause 5.2A of the 2006 Funding Agreement; (iv) adding back CCS net cash outflow/deducting CCS net cash inflow; (v) adding back any payments made under clause 3.2 hereunder; (vi) adding back any cash outflows in respect of capital expenditure of the Cape Jersey Group which exceeds 125 per cent. of the Cape Jersey Group depreciation charge; (vii) adding back the dilutive effect of any transaction (including the payment of any management or service charges) with a Related Party to the extent the same is not conducted at Fair Market Value; and (viii) adding back the dilutive effect of any transaction, act or omission made or carried out by any member of the Cape Jersey Group in contravention of the rights of the Cape Jersey Scheme Share under the articles of association of Cape Jersey to the extent the same is not conducted at Fair Market Value; "Cape Jersey Funding" shall have the meaning given to it in clause 3.2; "Cape Jersey Funding in respect of a financial year, an amount equal to 70 per Availability" cent, of the Cape Jersey Consolidated Adjusted Operational Cashflow for that financial year; "Cape Jersey Funding the funding certificate from Cape Jersey in the form set Certificate" out in Schedule 1 to this Agreement enclosing the written report of factual findings from the Scheme Auditor (given in the form set out in Schedule 2 to this Agreement) that the schedule is based on figures which have been correctly extracted or derived from the Financial Statements of the Cape Jersey Group and have been calculated in accordance with the terms of this

5 PAGE 4 Agreement; "Cape Jersey Group" "Cape Jersey Scheme Share" "CCS Reimbursement Agreement' "Cape UK Reimbursement Agreement" "Contribution Claims Agreement" "Excess" "Excess Notification" "Financial Statements" Cape Jersey and all subsidiaries of which it is the ultimate parent company; subject to the 2011 Scheme becoming effective, the special voting share of E1.00 in the share capital of Cape Jersey; the reimbursement agreement relating to a scheme of arrangement entered into between Cape UK and CCS dated 14 March 2006; the reimbursement agreement entered into between Cape UK and certain other subsidiaries of Cape UK; the contribution claims agreement entered into between CCS and the Scheme Companies (as defined therein) shall have the meaning given to it in clause 3.1; shall have the meaning given to it in clause 3.1; the audited annual financial statements of the Cape Jersey Group for the relevant Review Year calculated in accordance with the accounting policies, principles and practices and procedures adopted by and all applied in the same way as Cape Jersey in preparing its audited annual consolidated accounts save where the Scheme Shareholder has received prior written confirmation and in terms acceptable to the Scheme Shareholder from the Scheme Auditors, that in their opinion, the proposed changes, taking into account such other amendments or changes, if any, to the terms of the Scheme Agreements as the Scheme Directors may approve, will not materially prejudice the interests of Scheme Creditors, taken as a whole under the Scheme; "Funding Obligations" all present and future payment obligations of Cape UK to CCS pursuant to the 2006 Funding Agreement and the CCS Reimbursement Agreement; "Guaranteed Obligations" all present and future obligations of Cape UK pursuant to the; (i) Cape UK Reimbursement Agreement; (ii) CCS Reimbursement Agreement; (iii) Services Agreement; (iv) Scheme Guarantee; and (v) Contribution Claims Agreement; "Party" a party to this Agreement;

6 PAGE 5 "Related Party" {i) any person who is at the relevant time (or was within the 12 months preceding the relevant time) a director or shadow director of any member of the Cape Jersey Group or of any Substantial Shareholder or any subsidiary undertaking or parent undertaking of a Substantial Shareholder or any subsidiary undertaking of any parent undertaking of Cape Jersey; (ii) a Substantial Shareholder; and (iii) an Associate of (i) or (ii); "Service Agreement" the group services agreement entered into between Cape UK and CCS dated 14 March 2006; "Scheme Guarantee" the guarantee relating to a scheme of arrangement entered into between CCS and the Scheme Companies (as determined therein) dated 14 March 2006; "Scheme Shares" the: (i) PLC Scheme Share; (ii) the special voting share of 1 in the share capital of CCS held by the scheme shareholder; and (iii) Cape Jersey Scheme Share; "Substantial any person (excluding a bare trustee) who is at the Shareholder" relevant time or was within 12 months preceding the relevant time, entitled to exercise or to control the exercise of 10 per cent, or more of the votes (for this purpose only ignoring any voting rights of the Scheme Share) able to be case on all or substantially all matters at general meetings of Cape Jersey. 1.2 Capitalised terms not otherwise defined in this Agreement shall bear the same meaning given to them in the 2006 f=unding Agreement. 1.3 A reference to any statute or statutory provision in this Agreement: includes any order, instrument, regulation, permission and direction made or issued under such statute or statutory provision or deriving validity from it; shall be construed as a reference to such statute or statutory provision as in force at the date of this Agreement (including, for the avoidance of doubt, any amendments made to such statute or statutory provision that are in force at the date of this Agreement); and shall also be construed as a reference to any statute or statutory provision of which such statute or statutory provision is a re-enactment or consolidation. 1.4 The headings in this Agreement are for convenience only and shall not affect its meaning.

7 PAGE & 1.5 References to a clause or Schedule are (unless otherwise stated) to a clause or a Schedule to this Agreement in each case as from time to time amended in accordance with this Agreement. 1.6 Words importing one gender shall (where appropriate) include any other gender and words importing the singular shall (where appropriate) include the plural and vice versa. 1.7 References to a person include an individual, a body corporate, a corporation, a firm, association, partnership, joint venture, organisation, institute, trust or agency, whether or not having a separate legal personality. 1.8 References to a regulation includes any regulation, rule, official directive, request or guidelines (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, selfregulatory or other authority or organisation. 2. CONDITION 2.1 The obligations of the Parties to this Agreement shall be subject to and conditional upon the Cape UK scheme of arrangement to establish Cape Jersey as the new holding company of the Cape UK group by means of part 26 of the Companies Act 2006 (the "2011 Scheme") becoming effective in accordance with its terms. 2.2 In the event that this Agreement does not become unconditional on or before 30 September 2011 this Agreement shall terminate automatically, 3. FUNDING OBLIGATIONS OF CAPE JERSEY 3.1 In the event that Cape UK is: required to advance any loans to CCS pursuant to clause of the 2006 Funding Agreement; and payment of such sums would be limited in accordance with clause 5.2.4(a) of the 2006 Funding Agreement, as a result of the amount of such funding required exceeding the Funding Availability (the difference between the actual sums paid and the amount required pursuant to clause of the 2406 Funding Agreement hereafter referred to as the " Excess"), Cape UK shall notify Cape Jersey in writing (with a copy to CCS), of the amount of the Excess within 20 Business Days of the Excess being determined (the "Excess Notification"). 3.2 Subject to and following receipt of the Excess Notification to be delivered pursuant to clause 3.1 above, Cape Jersey shall, within 20 Business Days, deliver to Cape UK (with a copy to CCS) the Cape Jersey Funding Certificate and thereafter shall, in accordance with clause 3.4 below, advance (or procure that there is advanced on behalf of Cape Jersey) by way of a loan to Cape UK (or if requested to do so by the holder of the Scheme Shares, to CCS) an amount (the "Cape Jersey Funding"), which is equal to the lower of: the Excess; and the difference between the Cape Jersey Funding Availability and the Funding Availability. 3.3 Cape UK hereby undertakes and agrees with CCS and Cape Jersey that, in the event Cape Jersey advances any amount to Cape UK pursuant to clause 3.2 above, Cape

8 PAGE 7 UK shall apply such amounts received in making loans to CCS in accordance with the terms of the 2006 Funding Agreement which shall accordingly increase the loan Instalments made to CCS pursuant to clause 5. 2,4 of the 2006 Funding Agreement by an amount equal to the Cape Jersey Funding notwithstanding any restriction that would otherwise apply under clause 524(a ) of the 2006 Funding Agreement. 3.4 Payment by Cape Jersey of amounts to Cape UK pursuant to this Agreement shall be made in clear funds no later than 10 Business Days prior to the Payment Date in respect of each Instalment due by Cape UK under clause of the 2006 Funding Agreement, 3.5 Cape Jersey shall, following every Review Date and until termination of the Scheme in accordance with its terms, procure that the Financial Statements of the Cape Jersey Group are produced within 120 Business Days of the Relevant Review Date, with copies being promptly provided to each of Cape UK and CCS. 3.6 Notwithstanding the obligations contained in clause 3, Cape Jersey may, subject to Cape UK' s consent, advance additional amounts to Cape UK at any time. 3.7 A Cape Jersey Funding Certificate shall, except in the case of manifest error, be conclusive evidence of the Cape Jersey Funding Availability. 3.8 Cape Jersey undertakes to CCS to comply with its obligations under clause 3,1,12 & 3.4 hereof at all times. 4. CAPE JERSEY GUARANTEE 4.1 Notwithstanding any other provision of this Agreement, Cape Jersey hereby guarantees: the due and punctual payment to CCS, on demand of all or any of the Funding Obligations; and 4.1,2 the due and punctual performance of all or any of the Guaranteed Obligations, (the "Cape UK Obligations"), 4.2 In the event that Cape UK Obligations are not recoverable from or performed by Cape UK (as the case may be) by reason of illegality, incapacity, lack or exceeding of powers, ineffectiveness of execution or any other reason, Cape Jersey shall remain liable under this guarantee for the Cape UK Obligations as if it were a principal debtor or performer (as the case may be). 4.3 This guarantee is and shall at all times be a continuing security and shall cover: the ultimate balance of all monies payable by Cape UK pursuant to the terms of the 2006 Funding Agreement, irrespective of any intermediate payment or discharge in full or in part of the Funding Obligations; and all obligations comprising the Guaranteed Obligations, irrespective of any performance in whole or in part. 4.4 The liability of Cape Jersey under this guarantee shall not be reduced, discharged or otherwise adversely affected by any act, omission, matter or thing which would have discharged or affected the liability of Cape Jersey had it been a principal debtor or principal performer instead of a guarantor, or indemnifier, or by anything done or omitted by any person which, but for this provision, might operate or exonerate or

9 PAGE 8 discharge Cape Jersey or otherwise reduce or extinguish its liability under this guarantee. 4.5 Cape Jersey waives any right it may have to require CCS (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from Cape Jersey under this clause Cape Jersey shall, on a full indemnity basis, pay to CCS on demand, the amount of all costs and expenses (including legal and out-of-pocket expenses and any valued added tax on those costs and expenses) which CCS incurs in connection with: the preservation, or exercise and enforcement, of any rights under or in connection with this guarantee or any attempt so to do; and any discharge or release of this guarantee. 4.7 For so long as any of the Cape UK Obligations remain outstanding, and unless CCS otherwise directs in writing, Cape Jersey shall not exercise any security or other rights which it may have by reason of performance by it of its obligations under this clause 4 whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise. 4.8 This guarantee shall be in addition to and independent of all other security which CCS may hold from time to time in respect of the discharge and performance by Cape UK of the Cape UK Obligations. 5. RIGHTS NOT AFFECTED 5.11 The obligations of Cape Jersey to advance any amounts to Cape UK pursuant to the terms of this Agreement shall not be discharged, prejudiced or impaired or in any way adversely affected by virtue of: any amendment to, or replacement of, the Scheme (however fundamental) or to any other agreement or security; Cape Jersey or Cape UK, or any other person, becoming insolvent, being wound up, going into liquidation or receivership or making any composition or arrangement with its creditors; the taking, variation, compromise, renewal, release or refusal or neglect to perfect or enforce any right, remedies or security against any person; or any other act, omission, circumstance, matter or thing which, but for this provision, might operate to impair such obligations, save that upon termination of the 2006 Funding Agreement, this Agreement as well as any outstanding rights or obligations which have yet to be performed thereunder, shall automatically terminate and come to an end (without prejudice to accrued rights and obligations). 6. REPAYMENT 61 All amounts advanced by Cape Jersey to Cape UK or by Cape Jersey to CCS under this Agreement are to constitute an unsecured and subordinated obligation of Cape UK or CCS (as the case may be) with limited recourse so that:

10 PAGE subject to sub-clause below, they will not be repayable until the date falling 5 Business Days after the termination of the 2006 Scheme in accordance with its terms; and notwithstanding sub-clause 6,11 above, Cape Jersey will not be entitled to any repayment of any of the amounts advanced under this Agreement until all creditors of unsubordinated indebtedness of CCS at that time have been paid in full and CCS shall have no contingent or future creditor other than Cape Jersey and Cape UK; and upon Cape Jersey becoming entitled to be repaid in accordance with subclause and above, Cape Jersey shall not be entitled to claim against Cape UK or CCS in respect of the amounts advanced and any interest thereon for any amounts in excess of the aggregate realisable value for the time being of the assets of Cape UK and CCS ( after payment of all unsubordinated indebtedness of Cape UK and CSS). 7. REPRESENTATIONS AND WARRANTIES 7.1 Each Party represents and warrants to each other Party that: It is a limited liability company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power and authority to own its assets and to conduct the business and operations which it conducts or proposes to conduct It has full power and authority to enter into and perform this Agreement and has taken all necessary corporate or other action to authorise the execution, delivery and performance of this Agreement All action, conditions and things required by all applicable laws and regulations to be taken, fulfilled and done in order to (i) enable it lawfully to enter into, exercise its rights under and perform and comply with its obligations under this Agreement, ( ii) ensure that those obligations are valid, legally binding and enforceable and (iii) make this Agreement admissible in evidence in it jurisdiction of incorporation have been taken, fulfilled and done The execution by it of this Agreement and the exercise by it of its rights and performance of or compliance with its obligations under this Agreement do not and will not violate (i) any law or regulation to which it or any of its assets is subject or (ii) agreement to which it is a party or which is binding on it or any of its assets Its obligations under this Agreement are valid, legally binding and enforceable. 8. CGS REIMBURSEMENT AGREEMENT WAIVER 8.1 It is acknowledged by Cape UK that the 2011 Scheme is an Insolvency Process (as defined in the CCS Reimbursement Agreement) and that pursuant to clause 3.3 (a) of the CCS Reimbursement Agreement, CCS may be entitled to treat such event as being a repudiatory breach of the CCS Reimbursement Agreement and in consequence of such, CCS may be entitled to serve a notice on Cape UK accepting the Insolvency Process as a repudiation (the "Repudiation Election") of the CCS Reimbursement Agreement.

11 PAGE CCS hereby irrevocably waives any and all rights to serve a Repudiation Election, or give any other notice of repudiatory, or other breach of, the CCS Reimbursement Agreement in connection with the implementation of the 2011 Scheme. 9. SERVICES AGREEMENT 9.1 With reference to the obligations of Cape UK to provide services to CCS under the Services Agreement, Cape Jersey hereby agrees that, to the extent Cape UK is unwilling or unable to provide the Services or (as such term is defined in the Services Agreement) as may required or requested by CCS, Cape Jersey shall provide such Services either itself, or as a sub-contractor of Cape UK, save that it is acknowledged and agreed that Cape Jersey shall not have any obligation with respect to the provision of any services beyond those imposed upon Cape UK under the Services Agreement. 9.2 It is agreed and acknowledged that, with respect to the provision of any Services by Cape Jersey (either directly or as a subcontractor of Cape UK) Cape Jersey shall be subject to the same limitations and liability as are set out in clause 8 of the Services Agreement. 9.3 Payment to Cape Jersey in consideration for any services provided to CCS (either directly or as a subcontractor of Cape UK) shall be on the same terms as to amount and time of payment as are set out in the Services Agreement. 10. GENERAL 10.1 No waiver by any Party of any of the requirements of this Agreement or of any of its rights or remedies under this Agreement shall have effect unless given in writing and signed by such person and in the case of CCS signed by the Scheme Directors for the time being. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach. The breach of any term of this Agreement shall not entitle Cape Jersey to terminate this Agreement If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby No variation or termination of this Agreement shall be effective unless: 10,31 such variation or termination is made in writing, executed by or on behalf of the Parties and expressed to be such a variation or termination; and the holder for the time being of the Scheme Share has consented in writing to such variation or termination. 10A The Parties acknowledge that the holder of the Scheme Shares (as trustee for the Scheme Creditors) has relied on the existence of this agreement in order to consent to and participate in the 2011 Scheme and related arrangements. Accordingly the obligations of Cape Jersey and Cape UK under this Agreement in favour of CCS may be enforced by the holder of the Scheme Shares as trustee for the Scheme Creditors pursuant to the Contracts (Rights of Third Parties) Act Subject to the foregoing, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement but this shall not affect any right or remedy of a third party which exists or is available apart from that Act This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

12 PAGE Cape Jersey hereby irrevocably appoints Lawrence Graham LLP or 4 More London, Riverside, SE1 2AU, London, United Kingdom (the "Agent") as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by Cape Jersey. If the Agent ceases to be able to act as such or to have an address in England, Cape Jersey shall appoint a new process agent in England and deliver to Cape UK and CCS, as soon as reasonably practicable a notification of such appointment. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law. 11. LAW OF AGREEMENT 11.1 This Agreement shall be governed by and construed in accordance with the laws of England The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement. IN WITNESS whereof each Party has duly executed and delivered this Agreement as a deed on the date stated above.

13 PAGE 12 SCHEDULE I Form of Cape Jersey Funding Certificate To: Cape plc (as Cape UK) Copy: Cape Claims Services Limited (as CCS) From: Cape plc (as Cape Jersey) Date: Dear Sirs 2011 Guarantee and Funding Agreement dated 2011 between Cape UK, Cape Jersey and Cape Claims Services Limited 1. We refer to the 2011 Guarantee and Funding Agreement. Terms defined in the 2011 Guarantee and Funding Agreement have the meaning in this certificate. 2. This is the Cape Jersey Funding Certificate- 3. We certify that (i) the Cape Jersey Consolidated Adjusted Operational Cashflow for the Cape Jersey Group for the financial year ended [insert date] is E [insert amount]; and (ii) the Cape Jersey Funding Availability as at the same date is [insert amount) 4. The calculations in respect of these amounts are attached to this Cape Jersey Funding Certificate including details of any adjustments made in calculating the Cape Jersey Consolidated Adjusted Operational Cashflow in accordance with the definition thereof in the 2011 Funding Agreement. 5. We enclose the report of factual findings from the Scheme Auditors in support of this Cape Jersey Funding Certificate, which has been prepared by the Scheme Auditor in accordance with the criteria set out in Schedule 2 to the 2011 Guarantee and Funding Agreement. Yours faithfully For an on behalf of Cape Jersey

14 PAGE 13 SCHEDULE 2 Criteria of Factual Findings The Scheme Auditor's written report of factual findings in relation to the Cape Jersey Funding Certificate shall contain the following: 1) Agreeing the amount of "Cape Jersey Consolidated Adjusted Operational Cashflow" and "Cape Jersey Funding Availability" on the Cape Jersey Funding Certificate to the supporting schedules which have been prepared by Cape Jersey to calculate these figures in accordance with the 2011 Guarantee and Funding Agreement. 2) Check the mathematical accuracy of the "Cape Jersey Consolidated Adjusted Operational Cashflow" schedule. 3) On the "Cape Jersey Funding Certificate-Cape Jersey Consolidated Adjusted Operational Cashflow" schedule, agree the following figures on the schedule to Cape Jersey Group's accounting records: i) consolidated net cash inflow/outflow before use of liquid resources and financing (equivalent to 'net cash inflow/outflow from operating activities' (which is post tax) less the 'net cash used in/generated from investing activities' as stated in the Cape Jersey Group Financial Statements); ii) cash outflow in respect of any acquisitions; iii) capital element of any finance lease rental payments; iv) CCCS net cash inflow/outflow; v) payments made under clause of the 2006 Funding Agreement; A) cash outflows in respect of capital expenditure of the Cape Jersey Group which exceeds 125 per cent. of the Cape Jersey Group depreciation charge; vii) dilutive effect of any transaction (including the payment of any management or service charges) with a Related Party to the extent the same is not conducted at Fair Market Value; and ix) the dilutive effect of any transaction, act or omission made or carried out by any member of the Cape Jersey Group in contravention of the rights of the Cape Jersey Scheme Share under the articles of association of Cape Jersey to the extent the same is not conducted at Fair Market Value. 4) Check the mathematical accuracy of the "Cape Jersey Funding Certificate-Cape Jersey Funding Availability" schedule. 5) On the Cape Jersey Funding Certificate - Cape Jersey Funding Availability" schedule, agree the following figures on the schedule to Cape Jersey Group's accounting records: i) Consolidated Adjusted Operational Cashflow (as defined by "Cape Jersey Funding Certificate - Consolidated Adjusted Operational Cashflow" in 3 above).

15 PAGE 14 Executed and delivered as a deed for and on behalf of CAPE PLC acting by its duly authorised Director Witness signature: Witness name Address: Direct Print name... R+c+%F40 '3"4c tlnm (....!..0...tai# f...r?'iq!fz^.. ^ r. Qa ro NCft S +Q Occupation:... Executed and delivered as a deed for and on behalf of CAPE PLC acting by its duly authorised Director Witness signature: Director Print name... Witness name: Address: Occupation: Executed and delivered as a deed for and on behalf of CAPE CLAIMS SERVICES LIMITED acting by its duly authorised Director Witness signature: Director Print name Witness name: Address: Occupation:

16 Executed and delivered as a deed for and on behalf of CAPE PLC Director acting by its duly authorised Director Print name, Witness signature: Witness name: Address: PAGE 14 Occupation: Executed and delivered as a deed for and on behalf of CAPE PLC acting by its duly authorised Director Witness signature: Witness name: D IfeCkvl 4 ^9a-/u1 Print name... Q.!., /-... Address: Occupation: f i.. r vt..... Executed and delivered as a deed for and on behalf of CAPE CLAIMS SERVICES LIMITED Director acting by its duly authorised Director Print name-... Witness signature: Witness name:... Address:... Occupation:

17 PAGE 14 Executed and delivered as a deed for and on behalf of CAPE PLC acting by its duly authorised Director Witness signature:... Director Print name Witness name: Address: Occupation:... Executed and delivered as a deed for and on behalf of CAPE PLC acting by its duly authorised Director Witness signature: Witness name: Address: Director Print name Occupation: Executed and delivered as a deed for and on behalf of CAPE CLAIMS SERVICES LIMITED acting by its duly authorised Director Witness signature: Witness name: Address:... Director ^^ ^. ^.^... Print name... I.,... '..^z..,^ ^?-t^t.^.,.. t?... Occupation: