Amendment and Restatement Deed

University of Lancaster
and

UPP (Lancaster) Limited

relating to a Master Agreement for the provision

leasing and surrender of leases and underleases and
maintenance of student accommodation at the
University of Lancaster and related Building Contracts
for the construction of such student accommodation
and detailing further agreement between the parties

2005

ABS\\LAN09.00003
 CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION ......................................................................... 1

2. AMENDMENTS TO THE ORIGINAL MASTER AGREEMENT ................................................ 4
3. ORIGINAL MASTER AGREEMENT OTHERWISE IN FULL FORCE ........................................ 4
4. NOT USED .............................................................................................................. 4
5. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............................................. 4
6. MISCELLANEOUS ..................................................................................................... 4
7. THE PHASE 1 WORKS ............................................................................................... 4
8. THE PHASE 2 WORKS ............................................................................................... 5
9. VARIATIONS TO THE PHASE 2 WORKS ....................................................................... 5
10. LATE COMPLETION OF THE PHASE 2 WORKS ............................................................... 6
11. THE PHASE 3 WORKS ............................................................................................... 7
12. THE REPLACEMENT BUILDING CONTRACT ................................................................... 8
13. INFRASTRUCTURE WORKS ........................................................................................ 9
14. NO REFINANCING .................................................................................................... 9
15. NO ADJUSTMENT TO BASE CASE REQUIREMENTS ........................................................ 9
16. BASE CASE FINANCIAL MODEL AND PROVISION OF INFORMATION ................................ 9
17. NON-WARRANTED WORKS AND NON-WARRANTED DESIGN ........................................ 10
18. NO DELAY EVENTS OR BREACHES ............................................................................ 10
19. VARIATION OF THE PHASE 3 WORKS ....................................................................... 10

SCHEDULE ........................................................................................................................ 11
Revised Master Agreement .................................................................................................. 11

ANNEXURES

1. Replacement Building Contract

2. Replacement Building Contract Warranty

THIS DEED is made on 2005

BETWEEN:

(1) THE UNIVERSITY OF LANCASTER incorporated by Royal Charter whose principal office
is at University House, The University of Lancaster, Lancaster LA1 4YN (the "University")

(2) UPP (LANCASTER) LIMITED (No. 4440009) a limited company registered in England
and Wales whose registered office is at Weston House 4th Floor 246 High Holborn
London WC1V 7EX (the "Project Co");

RECITALS

(A) The University and Project Co entered into a Master Agreement dated 26 September 2003
relating to the provision leasing and surrender of leases and underleases and the
maintenance of student accommodation at the University of Lancaster (the "Original
Master Agreement")

(B) Project Co and the Original Building Contractor entered into a Building Contract dated 26
September 2003 pursuant to which the construction obligations of the Project Co pursuant
to the Original Master Agreement were subcontracted to the Original Building Contractor
(the "Original Building Contract")

(C) Project Co and the Hard FM Contractor entered into a Contract dated 26 September 2003
pursuant to which the obligations of the Project Co in respect of provisions of services
were subcontracted to the Hard FM Contractor (the "Hard FM Contract")

(D) Project Co has with the approval of the University agreed to release the Original Building
Contractor from its obligations in relation to the Phase 3 Works and has or will appoint the
Replacement Building Contractor to carry out the Phase 3 Works

(E) The parties wish to record the approval by the University of the Replacement Building
Contractor and to document certain revisions and variations to the Original Master
Agreement and further matters agreed between them

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this deed unless the context otherwise requires:

"Agreed Phase 2 Variations" means the following variations as briefly described below
(the numerical references being to the list of variations prepared by the Employers
Agent):

2.1 Prepare detailed design and construct the works to the communications room

11.1 Omit the houses blocks 19 and 20 and change to 22 one bedroom flats

15.1 Design and construct Barker House Farm access road as detailed in JCUK letter
dated 17 May 04

16.1 Electrical Supply to Social Block 12 in accordance with letter dated 2 March 2004.

"Amendments" means the additions variations and amendments to the Original Master
Agreement highlighted in the Master Agreement contained in the schedule

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 "Revised Construction Programme" means the construction programme for the
execution and completion of the Phase 3 Works annexed to the Replacement Building
Contract

"Revised Master Agreement" means the Original Master Agreement as amended

pursuant to the provisions of this Deed a conformed copy of which is contained in the
schedule

"Replacement Building Contract" means the building contract to be entered into and
made between Project Co (1) and the Replacement Building Contractor (2) annexed to
this deed as annexure 1

"Replacement Building Contractor" means Norwest Holst Construction Limited

"Replacement Building Contractor Warranty" means the warranty to be entered into

between the Replacement Building Contractor (1) and The University (2) annexed to this
deed as annexure 2

"Temporary Phase 3 Rooms" means those Rooms contained within Inner Fylde and
Grizedale which the University has made available to ProjectCo for use by Students and
which shall constitute not less than 806 Rooms

"Temporary Properties" has the meaning given to it in clause 10.1(b)

"Unavailable Rooms" means those Rooms forming part of the Phase 3 Works in respect
of which there are no Temporary Phase 3 Rooms comprising as at the date of this deed
241 Rooms

1.2 Original Master Agreement Definitions

Unless the context otherwise requires or the same is otherwise redefined as part of the
Amendments any word expression reference or term used in this deed which is defined in
the Original Master Agreement shall have the same meaning when used herein as in the
Original Master Agreement

1.3 Interpretation

(a) The provisions of clause 2 of the Original Master Agreement shall be incorporated
into this deed and shall apply as if set out in full in this deed

(b) References in this deed to the "Master Agreement" shall be deemed to be

references to the Revised Master Agreement

1.4 Deemed to Take Effect

The Original Master Agreement shall be deemed to have been amended in accordance
with this deed on and from the date of execution of this deed

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13. INFRASTRUCTURE WORKS

13.1 The Parties have agreed in principle that responsibility for maintenance of the
Infrastructure Works shall be undertaken by the Project Co and sub contracted to the
Hard FM Contractor

13.2 The Parties agree to negotiate in good faith to agree and document any amendments to
be made to the Project Documents in order to effect the principle referred to in 13.1
above including:

(a) amendments to the Services and agreement of new Service Levels in respect of the
maintenance of the Infrastructure Works;

(b) amendments to Part 2 of schedule 13 (the University Accommodation Charge and

Performance Measurement System) of the Master Agreement;

(c) amendments to clause 43 of the Master Agreement;

(d) any adjustments to be made to the payments to be made under the Master
Agreement

14. NO REFINANCING

Project Co and the University confirm that the arrangements entered into between itself
the Building Contractor and the Senior Lenders do not constitute a Refinancing

15. NO ADJUSTMENT TO BASE CASE REQUIREMENTS

The parties agree that save as referred to in clause 9 neither the provisions of this deed,
nor the revisions to the Phase 3 Works or the Revised Construction Programme shall
entitle the Project Co to adjust any of the Base Case Requirements

16. BASE CASE FINANCIAL MODEL AND PROVISION OF INFORMATION

16.1 Project Co has prior to the date of this deed made the necessary amendments to the Base
Case Financial Model and the Operating Financial Model to reflect the following:-

(a) The Revised Construction Programme;

(b) The Replacement Building Contract including sums payable to the Replacement
Building Contractor;

(c) The Revised Master Agreement

16.2 Project Co shall provide to the University from the updated Base Case Financial Model and
Operating Financial Model (as appropriate) a detailed cost plan and appraisal (the "Phase
3 Appraisal") showing:-

(a) The amounts available to complete the Phase 3 Works

(b) The sources of such income

(c) Available contingency sums

16.3 Project Co shall update the Phase 3 Appraisal on a monthly basis such that at all times the
Phase 3 Appraisal contains a consolidated record of all amounts paid to the Replacement
Building Contractor, the extent of the Works completed and all sums remaining to
complete the balance of the Phase 3 Works, provided that Project Co shall be entitled to

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 provide to the University, any report prepared by the Senior Lenders Representative and
which covers those items set out in the Phase 3 Appraisal in lieu of the Phase 3 Appraisal

17. NON-WARRANTED WORKS AND NON-WARRANTED DESIGN

In relation to any Defects arising in respect of the Non-Warranted Works and/or the Non-
Warranted Design (as those expressions are defined in the Replacement Building
Contract), Project Co accepts that the University shall not be liable for the cost of remedy
of such defects and for the avoidance of doubt the University shall be entitled to make
Availability and Performance Deductions where a NCI or Event of Unavailability arises as a
result of such defect nor shall the existence of such defect or any resultant delay to the
completion of the Phase 3 Works as a result of such defect constitute a Relief Event

18. NO DELAY EVENTS OR BREACHES

The parties agree that in relation to the carrying out of the Phase 2 Works and as at the
date of this deed in relation to the Phase 3 Works no Delay Events have occurred and that
neither party is aware as at the date of this deed (other than as set out in this deed) of
any breach of the Master Agreement

19. VARIATION OF THE PHASE 3 WORKS

In consideration of the payment of by Project Co to the University (receipt of

which is hereby acknowledged by the University) the University agrees that the Phase 3
Works shall be varied to remove the requirement to construct newly created car parking
spaces (and/or to replace any existing car parking spaces lost by virtue of the completed
development) and the Project Co Proposals shall be amended accordingly. The University
shall be responsible for (and shall hold Project Co harmless from the consequences of)
any matters arising out of or in connection with this clause insofar as they relate to the
Planning Permissions or are connected with the Planning Acts

IN WITNESS whereof this deed has been executed on the date first above written

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 SCHEDULE

Revised Master Agreement

The amendments shown in the master agreement attached to this schedule

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The common seal of THE UNIVERSITY )
OF LANCASTER was hereunto affixed in )
the presence of: )

Member of Council

University Secretary

The common seal of UPP )

(LANCASTER) LIMITED was hereunto )
affixed in the presence of: )

Authorised Signatory

Authorised Signatory

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