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Mansell Construction Services Limited Registration number 01197246

Formalities Certificate

To: DEXIA CREDIT LOCAL, Shackleton House, 4 Battle Bridge Lane, London SE1 2RB as the Facility Agent and DEXIA MANAGEMENT SERVICES LIMITED, Shackleton House, 4 Battle Bridge Lane, London SE1 2RB as Security Trustee

Loan facilities agreement dated on or about the date of this certificate between, amongst others, Balfour Beatty Fire and Rescue NW Limited, the Security Trustee and the Facility Agent (the Loan Facilities Agreement)

Capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Facilities Agreement.

I, Daniel Greenspan, being a director of Mansell Construction Services Limited of Roman House, Grant Road, Croydon, Surrey, CR9 6BU (the Company) hereby certify that:

1 attached hereto marked "A", is a true and correct copy of the current Memorandum and Articles of Association which form the constitution of the Company together with the Company's Certificate of Incorporation and certificates of incorporation on change of name;

2 attached hereto marked "B", is a true and correct copy of resolutions duly passed at a meeting of the board of directors of the Company duly convened and held (during which a quorum was present throughout) which have not been superseded or revoked and are in full force and effect approving the execution, delivery and performance of the documents referred to therein (the Documents);

3 the execution of the Documents by the Company and the performance of its obligations thereunder will not cause any limit on borrowing or any restriction on the granting of security contained in the constitutional documents of the Company to be breached;

4 Shareholder consent to the execution and delivery of the Documents referred to in paragraph 2 above has been given.

5 the attached signatures are the true signatures of the persons who have been authorised to sign the Documents and to give notices and communications under or in connection with the Documents in accordance with their terms:

Name

Andrew Bowler

Liam Duffy

William Kingwill

Timothy Spencer

Position

Attorney

Attorney

Attorney

Attorney

-1-

... ' , ~

6 at the time of signing this certificate and immediately following the entry by the Company into each of the Transaction Documents to which it is a party, the Company is not and will not be insolvent and is and will be able to pay its debts as they fall due within the meaning given to that term in Section 123(1) of the Insolvency Act 1986.

THIS CERTIFICATE is given by Daniel Greenspan on behalf of the Company without incurring personal liability.

Signed: Director

Date: 7 February 2011

-2-

MANSELL CONSTRUCTION SERVICES LIMITED LIST OF AUTHORISED SIGNATORIES

ANDREW BOWLER


LIAM DUFFY t~ ~ IJ . ~ ....... ~.c:::::::: ......... .. ~"' ....... .

0-


WILLIAM KINGWILL


TIM SPENCER

"

CERTIFICATE OF INCORPORATION

ON CHANGE OF NAME

Company No. 1197246

The Registrar of Companies for England and Wales hereby certifies that

MANSELL MIDLANDS LIMITED

having by special resolution changed its name, is now incorporated under the name of

MANSELL CONSTRUCTION SERVICES LIMITED

Given at Companies House, London, the 4th January 2000

.(1 ....... ....... . : " · . · . · . ....•..........•.

For The Registrar Of Companies

COMPANIES HOUSE


ON CHANGE OF NAME

Company No. 1197246


HALL & TAWSE MIDLANDS LIMITED

having by special resolution changed its name, is now incorporated under the name of

MANSELL Midlands Limited

Given at Companies House, Cardiff, the 4th January 1999

·OJ··············· · . · . · . · . ...... .............

.JI., ~ (/ov -ed. SSPOWELL

For The Registrar Of Companies

COMPANIES HOUSE


ON CHANGE OF NAME

Company No. 1197246


HALL & TAWSE EASTERN LIMITED

having by special resolution changed its name, is now incorporated

under the name of

HALL & TAWSE MIDLANDS LIMITED

Given at Companies House, Cardiff, the 1 st July 1995

01········· .. ···· · . · . · . \ ............. ....

COMPANIES HOUSE HC006A


ON CHANGE OF NAME

No. 1197246

I hereby certify that

DERWENT BUILDERS LIMITED

having by special resolution changed its name,

is now incorporated under the name of

HALL & TAWSE EASTERN LIMITED

Given under my hand at the Companies Registration Office,

Cardiff the 26 MAY 1988

D. G. BLACI~STOCK

an authorised officer

HC006A

,.

c


ON CHANGE OF NAME

No. 1.1.97246

I hereby certify th a t

SHEEROOLA UMITED

having by s pecial resolution and with the approval of the Secretary of State changed

its name, is now incorporated under the name of

lERWENT JiJILDERS LIMITED

Given under my hand at London the 24th september 1.975

/I/cy~ No TAYLOR

Assistant Registrar of Companies

C.l72


No. 1197246

I hereby certify that

SlIEERDOLA LIMITED

is this day incorporated under the Companies Acts 1948 to 1967 and that the

Company is Limited.

Given under my hand at London the 21ST JANUARY 1975

Assistant Registrar of Companies

C.113

Company number 1197246

THE COMPANIES ACTS 1985 TO 1989

WRITTEN MEMBER'S RESOLUTION

of

MANSELL CONSTRUCTION SERVICES UMITED

(the "Company")

In accordance with Regulation 53 of Table A in the Schedule to the Companies (Table A to F)

Regulations, incorporated into the Company's articles of association, I, the undersigned, being the

sole member of the Company who at the date of this resolution is entitled to attend and vote at a

general meeting of the Company hereby unanimously resolve that the following resolutions shall have

effect as if they had been passed at a general meeting of the Company duly convened and held:

1 THAT the memorandum of association of the Company be altered by deleting dause 5 and

replacing it with the following new clause, also to be numbered 5:

"5. *The share capital of the Company is £20,000,000 divided Into 20,000,000 ordinary

shares of f1 each.

*By ordinary resolutions passed on 30 June 1988 and 3 July 1995 the share capital of the

Company was increased from £100 by the creation of 4,999,900 ordinary shares of £1 each.

By order of the Court registered at Companies House on 27 July 2006, the share capital of

the Company was reduced from £50,000,000 to £20,000,000 by the cancellation of

30,000,000 ordinary shares of £1 each. n

2 THAT the regulations annexed to these written resolutions be adopted as the articles of

association of the Company in substitution for the existing artides of association of the

Company .

..... ~ ............................. . For and on behalf of

Mansell Public LimIted Company

A17 2011212000 431 COMPANIES HOUSE

Dated: 15 December 2006

Company Number: 1197246

The Companies Acts 1948 to 1989

COMPANY UMITED BY SHARES

MEMORANDUM

OF ASSOCIATION


Incorporated on 21 January 1975

11 •• ,an , ... •.. _.

THE COMPANIES ACTS 1948 to 1989

COMPANY UMrnD BY SHARES

MEMORANDUM OF ASSOCIATION OF


(AS altered by Special Resolutions passed on 21 January 1975, 9 August 1994 and

15 December 2006)

1 "'The name of the Company is "Mansell Construction SeJVices Limited",

2 The registered office of the Company will be situate in England,

3 The objects for which the Company is established are:-

(a) To cany on all or any of the businesses of builders and building

contractors, civil engineers, contractors for the construction, maintenance, repair, decoration,

alteration and demolition of buildings of all kinds, builders' merchants, proprietors, hirers,

letters on hire, manufacturers, repairers, merchants and factors of, agents for and dealers in

builders' and general contractors' plant, machinery, implements, equipment and appliances of

all kinds, merchants of and dealers in stone, sand, gravel, bricks, tiles, slates, lime, cement,

plastic and plastic substances and general building materials, requisites and goods of every

description, plumbers, painters and decorators, timber merchants and sawmill proprietors,

importers of and dealers in jOinery, hard and soft woods, veneers, mOUldings, and building

woodwork of all kinds, carpenters, joiners, turners, coopers and packing case makers, cabinet

makers, shop and office fitters, French polishers, electrical, gas, hot water, heating,

mechanical, motor and general engineers, hardware merchants and general ironmongers,

garage and petrol filling station proprietors, motor dealers, agents and distributors, cafe and

restaurant proprietors, caterers, confectioners, tobacconists and newsagents, travel agents,

haulage contractors, undertakers, insurance agents, property owners, repairers and jobbers,

auctioneers, valuers, architects, sUJVeyors; house, land and estate agents; to manufacture,

buy, sell and deal in all plant, machinery, toois, implements, apparatus, articles and things of

ail kinds capable of being used in the forgoing businesses or any of them or which may be

conveniently dealt with or are necessary with such businesses or are likely to be required by

any of the customers of or persons having dealings with the Company.

*The name of the Company was, on 24 September 1975 changed from "SHEERDOLA

UMITED" to "DERWENT BUILDERS UMITED". The name was further changed to "HALL &

TAWSE EASTERN UMITED" on 26 May 1988, to "HALL & TAWSE MIDLANDS UMITED" on

1 Legal.S400312.1.KHIB/20618/0001S 19.10.2006

1 July 1995 and "MANSELL MIDLANDS UMffiD" on 4 January 1999. The last change of

name to "MANSELL CONSTRUCTION SERVICES UMffiD" was registered on 4 January ;1.000.

(b) To carry on any other business which may seem to the Company

capable of being conveniently carried on In connection with the above objects, or calculated

directly or indirectly to enhance the value of or render more profitable any of the Company's

property.

(c) To purchase or by any other means acquire and take options over

any freehold, leasehold or other real or personal property for any estate or interest

whatsoever, and any rights or privileges of any kind over or in respect of any real or personal

property.

(d) To apply for, register, purchase, or by other means acquire and

protect, prolong and renew, whether In the United Kingdom or elsewhere, any patents,

patent rights, brevets d'invention, licences, secret processes, trade marks, designs,

protections and concessions and to disclaim, alter, modify, use and tum to account and to

manufacture under or grant licences or privileges in respect of the same, and to expend

money in experimenting upon, testing and improving any patents, inventions or rights which

the Company may acquire or propose to acquire.

(e) To acquire or undertake the whole or any part of the business,

goodWill, and assets of any person, firm, or company carrying on or proposing to carry on

any of the bUSinesses which this Company is authorised to carry on, and as part of the

consideration for such acquisition to undertake all or any of the liabilities of such person, firm

or company, or to acquire an Interest in, amalgamate with, or enter into partnership or into

any arrangement for sharing profits, or for co-operation, or for mutual assistance with any

such person, firm or company, or for subsidising or otherwise aSSisting any such person, firm

or company, and to give or accept, by way of consideration for any of the acts or things

aforesaid or property acquire, any shares, debentures, debenture stock or securities that may

be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares,

debentures, debenture stock, or securities so received.

(f) To improve, manage, construct, repair, develop, exchange, let on

lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences,

options, rights and privileges in respect of, or otherwise deal with all or any part of the

property and rights of the Company, both real and personal.

2 Legal .5400312.1.KHIB/20618/00015 19.10.2006

(g) To invest and deal with the moneys of the Company not immediately

required in such manner as may from time to time be determined and to hold, sell or

otherwise deal with any investments made.

(h) To lend and advance money or give credit on such terms as may

seem expedient and with or without security to customers and others, to enter into

guarantees, contracts of Indemnity and suretyships of all kinds, to receive money on deposit

or loan upon such terms as the Company may approve and to become security for any

persons, firms or companies.

(i) To borrow and raise money in such manner as the Company shall

think fit and to secure the repayment of any money borrOWed, raised, or owing, by mortgage,

charge, lien or other security upon the whole or any part of the Company's property or assets

(whether present or future), induding its uncalled capital, and also by a similar mortgage,

charge, lien or security to secure and gUllrantee the performance by the Company of any

obligation or liability it may undertake or which may become binding on it.

Gl To draw, make, Ilccept, endorse, discount, negotiate, execute and

issue promiSSOry notes, bills of exchange, bills of lading, warrants, debentures, and other

negotiable or transferable instruments.

(k) To apply for, promote, and obtain any Act of Parliament, Provisional

Order, or Ucence of the Department of Trade and Industry or other authority for enabling the

Company to carry any of its objects into effect, or for effecting any modification of the

Company's constitution, or for any other purpose which may seem expedient, and to oppose

any proceedings or applications which may seem calculated directly or indirectly or prejudice

the Company's interests.

(I) To enter Into any arrangements with any Governments or authorities

(supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the

Company's objects or any of them, and to obtain from any such Government or authority any

charters, decrees, rights, privileges Or concessions which the Company may think desirable

and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and

concessions.

(m) To subscribe for, take, purchase, or otherwise acquire and hold

shares or other interests in or securities of any other company having objects altogether or in

part Similar to those of the Company or carrying on any business capable of being carried on

so as directly or indirectly to benefit the Company or enhance the value of any of its property

3 L.egal.S400312.1.KHIB{20618{000IS 19.10.2006

and to co-ordinate, finance and manage the businesses and operations of any company in

which the Company holds any such interest.

(n) To act as agents or brokers and as trustees for any person, firm or

company, and to undertake and perform sub-contracts, and also to act in any of the

businesses of the Company through or by means of agents, brokers, sub-contractors, or

others.

(0) To remunerate any person, firm or company rendering services to

this Company either by cash payment or by the allotment to him or them of Shares or other

securities of the Company credited as paid up in full or in part or otherwise as may be

thought expedient.

(p) To pay all or any expenses incurred in connection with the

promotion, formation and incorporation of the Company, or to contract with any person, firm

or company to pay the same, and to pay commissions to brokers and others for underwriting,

placing, selling, or guaranteeing the subscription of any Shares or other securities of the

Company.

(q) To support and subscribe to any charitable or public object, and to

support and subscribe to any institution, society, or club which may be for the benefit of the

Company or its employees, or may be connected with any town or place where the Company

carries on business; to give or award pensions, annuities, gratuities, and superannuation or

other allowances or benefits or charitable aid to any persons who are or have been Directors

of, or who are or have been employed by, or who are serving or have served the Company,

or of any company which is a subsidiary of the Company or the holding company of the

Company or of the predecessors in business of the Company or of any such subsidiary or

holding company and to the wives, Widows, children and other relatives and dependants of

such persons; to make payments towards insurance; and to set up, establish, support and

maintain superannuation and other funds or schemes (whether contributory or non

contributory) for the benefit of any of such persons and of their wives, widows, children and

other relatives and dependants; and to set up, establish, support and maintain profit sharing

or share purchase schemes for the benefit of any of the employees of the Company or of any

such subsidiary or holding company and to lend money to any such employees or to trustees

on their behalf to enable any such share purchase schemes to be established or maintained.

(r) To promote any other company for the purpose of acquiring the

whole or any part of the business or property and undertaking any of the liabilities of the

Company, or of undertaking any business or operations which may appear likely to assist or

benefit the Company or to enhance the value of any property or business of the Company

4 Legal.S400312.1 ,KHIB/2061B/OOOI5 19,10,2006

and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or

any part of the shares or securities of any such company as aforesaid.

(s) To sell or otherwise dispose of the whole or any part of the business

or property of the Company, either together or In portions, for such consideration as the

Company may think fit, and in particular for shares, debentures, or securities of any company

purchasing the same.

(t) To distribute among the Members of the Company in kind any

property of the Company of any kind.

(u) To procure the Company to be registered or recognised in any part of

the world.

(v) To do all or any of the things or matters aforesaid in any part of the

world and either as prinCipals, agents, contractors or otherwise and by or through agents or

otherwise and either alone or in conjunction with others.

(w) To do all such other things as may be deemed inCidental or

conducive to the attainment of the above objects or any of them.

(x) To guarantee or otherwise support or secure, whether for, with or

without the Company receiving any consideration or advantage and whether by personal

covenant or by mortgaging or charging all or part of the undertaking property assets rights

and revenues present and future and uncalled capital of the Company or by both such

methods or by any other means whatsoever, the liabilities and obligations of and the

payment of any moneys whatsoever (including but not limited to principal, interest and other

liabilities of any borrowings or acceptance credits and capital, premiums, dividends, costs and

expenses on any stocks, shares or securities) by any person, firm or company including but

not limited to any company which is for the time being the holding company or a subsidiary

or subsidiary undertaking (as defined by sections 21 and 144 of and Schedule 9 to the

Companies Act 1989) of the Company or Company's holding company.

The objects set forth in each sulrclause of this Clause shall not be restrictively construed but

the widest interpretation shall be given thereto, and this shall not, except where the context

expressly so requires, be In any way limited or restricted by reference to or inference from

any other object or objects set forth in such sulrclause or from the terms of any other sub

clause by the name of the Company. None of such sub-clauses or the object or objects

therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to

the objects or powers mentioned in any other sub-clause, but the Company shall have as full

5 LegaI.S400312.1. KHIB/2061B/OOO 1 S 19.10.2006

a power to exercise all or any of the objects conferred by and provided in each of the said

sub-clauses as if each sub-clause contained the objects of a separate company.

4 The liability of the Members Is limited.

5 'The Share Capital of the Company is £20,000,000 divided into 20,000,000 Shares

of £1 each.

, By Ordinary Resolutions passed on 30 June 1988 and 3 July 1995 the share capital of the COmpany was increased from £100 by the creation of 4,999,900 shares of £1 each. By order of the COurt registered at COmpanies House on 27 July 2006, the share capital of the COmpany was reduced from £50,000,000 to £20,000,000 by the cancellation of 30,000,000 ordinary shares of £1 each.

6 Legal.5400312.1. KHIB/20618/00015 19.10.2006


ARTICLES OF ASSOCIATION

of

MANSELL CONSTRUCTION SERVICES UMlTED

(Incorporated on 21 January 1975)

(Adopted on 15 December 2006)


THE COMPANIES ACTS 1985 AND 1989

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

MANSELL CONSTRUCTION SERVICES LIMITED

(Inoorporated on 21 January 1975)

(Adopted on 15 December 2006)

1 PRELIMINARY

1.1 These Articles, together with the Regulations contained in Table A in the Schedule

to the Companies (Tables A to F) Regulations 1985 (the "Regulations',) as amended

by the Companies (Tables A to F) (Amendment) Regulations 1985 and as further

amended by the Companies Act 1985 (Electronic Communications) Order 2000

(such Table being hereinafter referred to as ''Table A") shall be the Articles of

Association of the Company (the "Articles'') save in so far as the Regulations in

Table A are excluded or varied hereby. The following Regulations in Table A shall

not apply to the Company: Regulations 3 (redemption of shares), 8 (lien), 24

(directors' refusal of share transfers), 33 (fractional entitlements), 35 (purchase of

own shares), 38 (notice of general meetings), 40 (quorum at general meetings), 54

(votes of members), 64 (number of directors), 73-80 inclusive (appointment and

retirement of directors), 89 (quorum for transaction of business), 93 (written

resolution of directors), 94 (conflict of interest), 95 (quorum disentitlement) and

118 (indemnity).

1.2 The Company Is a private limited company and accordingly no shares in or

debentures of the Company shall be offered to the public (whether for cash or

otherwise) and no allotment or agreement to allot (whether for cash or otherwise)

shall be made of any shares in or debentures of the Company with a view to all or

any of those shares or debentures being offered for sale to the public.

1

2 SHARES

2.1 The whole of the shares of the Company for the time being unissued shall be under

the control of the directors, who are, subject to Article 8 hereof, unconditionally

authorised for the purposes of section 80 of the Companies Act 1985 (such Act

being hereinafter referred to as the "Act") generally to exercise any power of the

Company at any time during the period of 5 years from the date of the Company's

incorporation to allot any relevant securities (as defined by section 80(2) of the Act)

up to an amount equal to the amount of the authorised share capital of the

Company as at the date of incorporation from time to time unissued during the

period of such authority.

2.2 The directors shall be entitled under the general authority conferred by Article 2.1

above to make at any time before the expiry of such authOrity any offer or

agreement which will or might require relevant securities of the Company to be

allotted after the expiry of such authority.

2.3 Section 89(1) and section 90(1)-(6) of the Act shall not apply to any allotment of

equity securities (as defined in section 94 of the Act) in the Company made

pursuant to the authority contained in Articles 2.1 and 2.2 above.

2.4 The directors may in their absolute discretion and without assigning any reason for

their decision decline to register any transfer of any share whether or not It is a

fully paid share.

2.5 Subject to the provisions of Chapter VI[ in Part V of the Act the Company may:

2.5.1 issue any shares which are to be redeemed or are liable to be redeemed

at the option of the Company or the holder thereof;

2.5.2 purchase its own shares (including any redeemable shares);

2..5.3 make a payment in respect of the redemption or purchase under sections

159 to 161 or (as the case may be) section 162 of the Act of any of its

shares otherwise than out of its distributable profits or the proceeds of a

fresh issue of shares.

2

3 UENS AND CALLS

3.1 The Company shall have a first and paramount lien on every share for all monies

(whether presently payable or not) called or payable at a fixed time in respect of

that share and the Company shall also have a first and paramount lien on all shares

standing registered in the name of any member whether SOlely or one of two or

more joint holders for all monies presently payable by him or his estate to the

Company; but the directors may at any time declare any share to be wholly or in

part exempt from the provisions of this Article. The Company's lien, if any, on a

share shall extend to all distributions and other moneys or property attributable to

it.

3.2 The liability of any member in default in respect of a call shall include expenses.

The following words shall be added at the end of the first sentence of Regulation is of Table A: "and all expenses that may have been incurred by the Company by

reason of such non-payment".

3.3 In Regulation 19 of Table A there shall be substituted for the words "all dividends or

other moneys payable in respect of the forfeited shares" the words "all distributions

and other moneys or property attributable to it".

3.4 The directors may, if they think fit, receive from any member all or any part of the

sums for the time being uncalled and unpaid on any of his shares.

4 PROCEEDINGS AT GENERAL MEETINGS

4.1 Subject to any special rights or restrictions as to the voting attached to any shares

by or in accordance with these Articles, or by or in accordance with the terms upon

Which any shares have been issued:

4.1.1 on a show of hands every member:

4.1.1.1 who (being an individual) is present in person; or

4.1.1.2 which (being a corporation) is present by a duly authorised

representative,

shall have one vote; and

4.1.2 on a poll every member:

3

4.1.2.1

4.1.2.2

who (being an individual) Is present in person or by proxy;

or

which (being a corporation) is present by a duly authorised

representative or by proxy,

shall have one vote for every ordinary share of which he is the holder.

4.2 No business shall be transacted at any general meeting unless a quorum of

members is present at the time when the meeting proceeds to business: save as

herein otherwise provided, and subject to the provisions of the Companies (Single

Member Private Limited Companies) Regulations 1992 (51 1992/1699), two

members present in person or by proxy or (if a corporate member) by a duly

authorised representative shall be a quorum. Regulation 41 of Table A shall be

read and construed as if the last sentence ended with the words ", and if at the

adjourned meeting a quorum is not present within half an hour from the time

appointed for the meeting, the meeting shall be dissolved".

5 NOnCE OF GENERAL MEETINGS

5.1 An annual general meeting and an extraordinary general meeting called for the

passing of any special resolution shall be called by at least twenty one clear days'

notice. All other extraordinary general meetings shall be called by at least fourteen

days' notice but a general meeting may be called by shorter notice if it is so agreed:

5.1.1 in the case of an annual general meeting, by all the members entitied to

attend and vote thereat; and

5.1.2 in the case of any other meeting, by the requisite majority being a

majority in number of the members having a right to attend and vote

and together holding not less than:

5.1.2.1

5.1.2.2

ninety five per cent in nominal value of the shares giving that

right; or

whilst an elective resolution passed by the Company pursuant

to section 369(4) of the Act is effective, the relevant majority

specified in such resolution or subsequently determined by

the Company in general meeting in accordance with such

resolution.

4

5.2 The notice shall specify the time and place of the meeting and the general nature of

the business to be transacted and, in the case of an annual general meeting, shall

specify the meeting as such.

5.3 A notice convening a general meeting shall in the case of special business specify

the general nature of the business to be transacted.

5.4 All business shall be deemed special that is transacted at an extraordinary general

meeting, and also all that is transacted at an annual general meeting, with the

exception of dedaring a dividend, the consideration of the accounts, balance

sheets, and the reports of the directors and auditors, the election of directors in the

place of those retiring and the appointment of, and the fixing of the remuneration

of, the auditors. Subject to the provisions of these Articles and to any restrictions

imposed on any shares the notice shall be given to all the members and to the

directors and auditors.

6 DIRECTORS

6.1 Unless and until otherwise detennined by the Company in general meeting the

number of directors (other than alternate directors) shall not be less than one nor

shall it be subject to any maximum. The quorum for the transaction of the business

of the directors shall be two, except where there is only a sole director in office in

which case such sale director may act for all purposes and exercise all the powers

of the Company. A person who holds office only as an alternate director shall, if he

Is present but his appointor is not, be counted in the quorum for the transaction of

the bUSiness of the directors.

6.2 The Company In general meeting may appoint any person to be a director either to

fill a casual vacancy or as an addition to the existing directors.

6.3 The directors shall (subject to obtaining the prior written consent of the Company's

ultimate holding company) have power at any time, and from time to time, to

appoint any person to be a director, either to fill a casual vacancy or as an addition

to the existing directors.

6.4 No person shall be disqualified from becoming a director by reason of his attaining

or having attained the age of seventy or any other age; nor shall any special notice

be required in connection with the appointment or the approval of the appointment

of such person; and no director shall vacate his office at any time by reason of the

fact that he has attained the age of seventy or any other age.

5

6.5 The directors may exercise all the powers of the Company to borrow money, and to

mortgage or charge its undertaking, property, and uncalled capital, or any part

thereof, and to issue debentures, debenture stock, and other securities whether

outright or as security for any debt, liability or obligation of the Company or of any

third party.

6.6 A director who declares his Interest in the manner provided by the Act may vote as

a director in regard to any contract or arrangement in which he is interested

(including, but without prejudice to the generality of the foregoing, any contract,

arrangement, transaction or proposal concerning the purchase or maintenance of

any insurance policy in which he is in any way interested) or upon any matter

arising in relation to it and, if he shall so vote, his vote shall be counted and he

shall be counted in the quorum when any such contract or arrangement is under

consideration.

6.7 A resolution in writing signed by all the directors entitled to receive notice of a

meeting of directors or of a committee of directors shall be as effective for all

purposes as a resolution passed at a meeting of the directors or (as the case may

be) a committee of directors duly convened and held and may consist of several

documents in the like fonm each signed by one or more of the directors. The

directors shall be entitled to accept that a resolution has been signed by a director

if:

6.7.1 the directors receive a copy of the resolution bearing a facsimile of the

director's signature;

6.7.2 it has been signed by a duly authorised representative for and on behalf

of a director;

6.7.3 it has been signed by an alternate director validly appointed by a

director. If such a resolution is signed by an alternate director validly

appointed by a director, It shall not be necessary for that director also to

sign the resolution. If such a resolution is signed by a director who has

appointed an alternate director, it shall not be necessary for his alternate

director also to sign that resolution in that capacity;

and, if the directors do so accept, the resolution shall be effective for all purposes

as having been signed by the director.

6

6.8 Subject to the provisions of these Articles, the directors may regulate their

proceedings as they think fit.

6.9 A director may, and the secretary at the request of any director shall, call a meeting

of directors.

6.10 Questions arising at a meeting shall be decided by a majority of votes.

6.11 A director who is also an alternate director shall be entitled in the absence of his

appointor to a separate vote on behalf of his appointor in addition to his own vote.

6.12 Directors or, if appropriate, their alternates may participate in or hold a meeting of

directors or a committee of directors by means of conference telephone or similar

communications equipment whereby all persons participating in the meeting can

hear each other; participation by such means shall be deemed to constitute

presence in person and business so transacted shall be as effective for all purposes

as that of a meeting of the directors or (as the case may be) a committee of the

directors duly convened and held with such directors physically present.

6.13 In Regulation 82 of Table A there shall be inserted after the words "such

remuneration" the words "for their services as such", and at the end of that

Regulation the sentence: "A director who has ceased to hold office as such when

the resolution is passed shall, unless it otherwise provides, be entitled to be paid

the appropriate proportion of any remuneration voted to the directors for a period

during all or any part of which he held office".

6.14 In Regulation 84 of Table A there shall be inserted in the third sentence after the

words "shall terminate" the parenthesis "(unless the terms of his appointment

otherwise provide)".

6.15 In Regulation 87 of Table A there shall be substituted in the first line for the words

''The directors" the words "The directors on behalf of the Company".

7 ASSOCIATE, DMSIONAl OR REGIONAL DIRECTORS

7.1 The directors shall have power from time to time to deSignate any person or

persons in the employment of the Company not being directors as associate

directors or divisional directors or regional directors of the COmpany and also at any

time to revoke such deSignation as regards any person so appointed.

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7.2. The designation of a person as an associate director or divisional director or

regional director shall not confer upon him the status of a director or entitle him to

vote at meetings of the directors or to attend such meetings unless specifically

invited to attend; none of the provisions of these Articles or of the Act concerning

directors shall apply to an associate director or diVisional director or regional

director.

7.3 A person designated as an associate director or divisional director or regional

director shall not, unless the directors otherwise determine, be entitled to any

additional remuneration on that account and the terms of any service agreement

between the Company and such a person shall in no way be affected by his

designation as an associate director or divisional director or regional director or by

the revocation thereof. He shall be entitled to be described as an associate director

or divisional director or regional director of the Company only so long as he shall

continue to be so designated.

8 ULTIMATE HOLDING COMPANY POWERS

8.1 To the extent of any inconsistency between the following provisions of these

Articles, the Articles generally and Table A, these provisions shall have overriding

effect as against all other provisions of these Articles and Table A:

8.1.1 the Company's ultimate holding company may at any time and from time

to time appoint any person to be a director or remove from office any

director howsoever appointed but so that his removal from office shall be

deemed an act of the Company and shall have effect without prejudice to

any claim for damages for breach of any contract of service between him

and the Company;

8.1.2 the Company's ultimate holding company may at any time and from time

to time appoint a director to act as chairman of the Company and to

remove any chairman so appointed;

8.1.3 any or all powers of the directors shall be restricted in such respects and

to such extent as the Company's ultimate holding company may by

written notice to the Company from time to time prescribe;

8.1.4 no unissued shares or securities shall be issued or agreed to be issued or

put under option without the consent of the Company's ultimate holding

company.

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Any such appointment, removal, consent or notice shall be effected by an

instrument in writing signed on behalf of the Holding Company by any two of its

directors or by anyone of its directors and either its secretary or some other person

duly authorised for the purpose and shaH take effect upon receipt (including by

facsimile) at the registered office of the Company.

B.2 No person dealing with the Company shall be concerned to see or enquire as to

whether the powers of the directors have been in any way restricted or as to

whether any requisite consent of the Company's ultimate holding company has

been obtained and no obligation incurred or security given or transaction effected

by the Company to or with any third party shall be invalid or ineffectual unless the

third party had at the time express notice that the incurring of such obligation or

the giving of such security or the effecting of such transaction was in excess of the

powers of the directors.

9 INDEMNITY AND INSURANCE

9.1 Subject to the provisions of and so far as may be permitted by and consistent with

the Act, each current or former director, secretary or other officer (other than an

auditor) of the Company or any associated company (as defined in section 309A(6)

of the Act) shall be indemnified out of the assets of the Company against:

9.1.1 any liability incurred by or attaching to him in connection with any

negligence, default, breach of duty or breach of trust by him in

relation to the Company other than:

9.1.1.1

9.1.1.2

any liability to the Company or any associated company;

and

any liability of the kind referred to in sections 3096(3) or

(4) of the Act; and

9.1.2 any other liability incurred by or attaching to him in the actual or

purported execution and/or discharge of his duties and/or the

exercise or purported exercise of his powers and/or otherwise in

relation to or in connection with his duties, powers or office;

9

9.1.3 where a current or former director, secretary or other officer (other

than an auditor) of the Company is indemnified against any liability In

accordance with this Article 9.1, such indemnity shall extend to all

costs, charges, losses, expenses and liabilities incurred by him in

relation thereto.

9.2 Subject to the provisions of and so far as may be permitted by the Act, the

directors may exercise all the powers of the Company to:

9.2.1 provide any current or former director, secretary or other officer

(other than an auditor) of the Company with funds to meet

expenditure Incurred or to be incurred by him in defending any

criminal or civil proceedings in connection with any alleged

negligence, default, breach of duty or breach of trust by him in

relation to the Company, or in connection with any application under

the provisions mentioned in section 337A(2) of the Act; and

9.2.2 do anything to enable any such person to avoid incurring such

expenditure, but so that the terms set out in section 337A(4) of the

Act shall apply to any such provision of funds or other things done

provided that for the purpose of this Article 9.2 references to

"director" in section 337A(4) of the Act shall be deemed to include

references to a former director or a current or former secretary or

other officer (other than an auditor) of the Company.

9.3 Without prejudice to Article 9.1, the directors may purchase and maintain for or for

the benefit of any person who holds or has at any time held a relevant office

insurance against any liability or expense incurred by him in relation to the

Company or any associated company of the Company or any third party in respect

of any act or omission in the actual or purported discharge of the duties of the

relevant office concerned or otherwise in connection with the holding of that

relevant office and for this purpose " relevant office" means that of director, officer

or employee of the Company or any Company which is or was an associated

company of the Company or any predecessor in business of the Company or of any

such associated company or that of trustee of any pension fund or retirement,

death or disability scheme or other trust (or the benefit o( any officer or employee

or former officer or former employee of the Company or any such associated

company or of any such predecessor In business or their respective dependants.

10

Mansell Construction Services Limited Registered Number 01197246

(the Company)

MINUTES of a meeting of the board of directors of the Company held at

Roman House, Grant Road, Croydon CR9 6BU on Monday 7 February 2011 at 10.00 am

PRESENT: MrS JWaite MrRVWalker Mr D J Greenspan

(Chairman) (Director) (Director and Company Secretary)

1 OPENING

1.1 It was agreed that Mr S J Waite would be Chairman of the meeting. The Chairman noted that the meeting was quorate and that the meeting was duly convened in accordance with the requirements of the Company's articles of association (the Articles).

1.2 The Chairman reported that the meeting had been convened in connection with the project agreement to be entered into between (1) Balfour Beatty Fire and Rescue NW Limited and (2) Cumbria County Council, Lancashire Combined Fire Authority and Merseyside Fire and Rescue Authority under the Private Finance Initiative for the design, construction, operation and maintenance of sixteen (16) fire stations within Cumbria, Lancashire and Merseyside (the "Project").

1.3 The Chairman tabled at the meeting the latest drafts of the agreements, documents and instruments listed in the Schedule annexed to these minutes (the Relevant Documents) associated with the Project and which the Company is to enter into and comply with in order to give efficacy to the Project.

2 INTERESTS

2.1 For the purposes of sections 177 and 182 of the Companies Act 2006 and the Articles, the Directors present declared, where appropriate, their respective personal interests in the Relevant Documents.

2.2 It was noted that pursuant to the Articles, a director may vote and form part of the quorum in relation to any matter in which he has declared an interest.

3 PRODUCTION AND REVIEW OF DOCUMENTS

3.1 There was then produced to the meeting:

a) a copy of each of the Relevant Documents ' as listed in the Schedule; and

b) an engrossment of a power of attorney (the Power of Attorney) pursuant to which Andrew Bowler, Liam Duffy, William Kingwill and Timothy Spencer (or anyone of them) (the Attorneys and each an Attorney) would be authorised to execute inter alia the Relevant Documents on behalf of the Company.

3.2 The Directors carefully considered:

a) the terms of the Relevant Documents and each of the ,transactions proposed thereunder;

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b) the Company's rights, obligations and lliabilities (actual and contingent) under the Relevant Documents;

c) any limit or restriction on any of the Company's powers and any limit or restriction on the right or ability of the Directors to exercise any of the Company's powers under the Relevant Documents;

d) the terms of the Power of Attorney, including the right for any Attorney to agree amendments or variations to the Relevant Documents; and

e) the matters referred to in Section 172(1) of the Companies Act 2006

and the Directors concluded that it would promote the success of the Company for the benefit of its members as a whole to accept the terms of and approve entry into the Relevant Documents and the Power of Attorney.

4 RESOLUTIONS

4.1 After due consideration and having so concluded, it was RESOLVED that:

a) the terms of and the transactions contemplated by the Relevant Documents be and are hereby approved in their tabled form, subject to such amendments (including amendments in manuscript) as may be considered necessary or desirable and be approved by anyone of the Attorneys (such approval being conclusively indicated by his execution of the Relevant Documents as so amended);

b) the execution, delivery and performance by the Company of the Relevant Documents be and is hereby approved and the execution , delivery and performance by the .. Company of any documents ancillary to or in connection therewith or in connection with the Project (the Ancillary Documents) be and is hereby approved and the Relevant Documents and Ancillary Documents be executed by anyone of the Attorneys (including any document to be executed as a deed);

c) any Director and a witness, any two Directors, or any Director and the Company Secretary, be and are hereby authorised to execute the Power of Attorney on the Company's behalf; and

d) any Director or the Company Secretary be and is hereby authorised to execute any formalities certificate (as referred to in paragraph 1.2 of Part 1 of Schedule 2 of the loan facilities agreement entered into by Balfour Beatty Fire and Rescue NW Limited and others in connection with the Project).

5 CLOSURE

There being no further . sine s, e Chairman brought the meeting to a close.

Chairman

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SCHEDULE

List of Documents

(the Relevant Documents)

The following documents (as defined in the loan facilities agreement entered into by

Balfour Beatty Fire and Rescue NW Limited and others) in connection with the Project:

1. Building Contract;

2. Building Sub-Contract (as defined in the Building Contract);

3. Building Contractor's Direct Agreement;

4. Building Contract Parallel Loan Agreement;

5. the Collateral Warranty (as defined in the Building Contract);

6. collateral warranty referred to at clause 4.1 .1(c) of the Building Contract between the Company, the Principal Building Sub-Contractor (as defined in the Building Contract) and others;

7. collateral warranty referred to at clause 4. 1.1 (d) of the Building Contract between Balfour Beatty Fire and Rescue NW Limited, the Company and Seymour Harris Limited;

8. collateral warranty referred to at clause 4.1.1 (d) of the Building Contract between Balfour Beatty Fire and Rescue NW Limited, the Company and Blue Sky DeSign Services Limited; .

9. collateral warranty referred to at clause 4.1.1(d) of the Building Contract between Balfour Beatty Fire and Rescue NW Limited, the Company and Arup Limited; and

10. collateral warranty referred to at clause 13 of the Independent Certifier's Deed of Appointment between Mansell Construction Services Limited, Gleeds Management Services Limited and Balfour Beatty Fire and Rescue NW Limited ..

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