Exhibit 99.2

Execution Copy

Dated 30 September 2025

Super Senior Revolving Credit Facility Agreement

between among others

Oatly Group AB (publ)
as Company

Oatly AB
as Original Borrower

Nordea Bank Abp, filial i Sverige
as Coordinating Mandated Lead Arranger

Coöperatieve Rabobank U.A. and J.P. Morgan SE
as Mandated Lead Arrangers

Coöperatieve Rabobank U.A.
as Sustainability Coordinator

The Financial Institutions listed herein
as Original Lenders

Nordea Bank Abp, filial i Sverige
as Agent

Table of Contents


		Page
1.	Definitions and Interpretation	3
2.	The Facility	52
3.	Purpose	55
4.	Conditions of Utilisation	55
5.	Utilisation	57
6.	Optional Currencies	59
7.	Ancillary Facilities	60
8.	Establishment of Super Senior Incremental Facilities	66
9.	Repayment	72
10.	Prepayment and Cancellation	75
11.	Interest	81
12.	Interest Periods	84
13.	Changes to the Calculation of Interest	85
14.	Fees	87
15.	Tax Gross-Up and Indemnities	88
16.	Increased Costs	92
17.	Other Indemnities	94
18.	Mitigation by the Lenders	95
19.	Costs and Expenses	95
20.	Representations	97
21.	Information Undertakings	103
22.	Financial Covenants	110
23.	General Undertakings	118
24.	Events of Default	129
25.	Changes to the Lenders	135
26.	Changes to the Obligors	140
27.	Role of the Agent and the Arrangers	142
28.	Conduct of Business by the Secured Parties	150
29.	Sharing among the Secured Parties	151
30.	Payment Mechanics	153
31.	Set-Off	157
32.	Notices	157
33.	Calculations and Certificates	160
34.	Partial Invalidity	160


	(i)


35.	Remedies and Waivers	160
36.	Amendments and Waivers	161
37.	Confidential Information	169
38.	Confidentiality of Funding Rates	172
39.	Disclosure of Lender details by Agent	174
40.	Counterparts	174
41.	Bail-In	175
42.	Governing Law	177
43.	Jurisdiction	177


Schedule 1	The Original Parties	178
Part 1	The Original Obligors	178
Part 2	The Original Lenders	179
Schedule 2	Conditions Precedent	180
Part 1	Conditions Precedent to First Utilisation	180
Part 2	Conditions Precedent Required to be Delivered by an Additional Obligor	184
Schedule 3	Utilisation Request	186
Schedule 4	Ancillary Facility Request	187
Schedule 5	Form of Transfer Certificate	188
Schedule 6	Form of Accession Letter	191
Schedule 7	Form of Resignation Letter	192
Schedule 8	Form of Compliance Certificate	193
Schedule 9	Timetables	195
Schedule 10	Form of Increase Confirmation	197
Schedule 11	Reference Rate Terms	199
Part 1	Sterling	199
Part 2	Dollars	202
Part 3	SEK	206
Part 4	Euro	209
Schedule 12	Daily Non-Cumulative Compounded RFR Rate	212
Schedule 13	Cumulative Compounded RFR Rate	214
Schedule 14	Form of Super Senior Incremental Facility Notice	215
Schedule 15	Form of Super Senior Incremental Facility Lender Certificate	219
Schedule 16	Form of Sustainability Compliance Certificate	220
Schedule 17	Sustainability Calculations	222
Schedule 18	Form of Substitute Affiliate Lender Designation Notice	226
Schedule 19	Post-Refinancing Date Transaction Security Documents	227


	(ii)

This Super Senior Revolving Facility Agreement (the “Agreement”) is dated 30 September 2025 and made between:

(1) Oatly Group AB (publ), a limited liability company incorporated in Sweden under registration number 559081-1989 as company (the “Company”);

(2) Oatly AB, a limited liability company incorporated in Sweden under registration number 556446-1043 as original borrower (the “Original Borrower”);

(3) The Companies listed in Part 1 of Schedule 1 as original guarantors (the “Original Guarantors”);

(4) Nordea Bank Abp, filial i Sverige as coordinating mandated lead arranger (the “Coordinating Mandated Lead Arranger”);

(5) Coöperatieve Rabobank U.A. and J.P. Morgan SE as mandated lead arrangers (together with the Coordinating Mandated Lead Arranger, the “Arrangers”);

(6) Coöperatieve Rabobank U.A. as sustainability coordinator;

(7) The financial institutions listed in Part 2 of Schedule 1 as lenders (the “Original Lenders”); and

(8) Nordea Bank Abp, filial i Sverige as agent of the other Finance Parties (the “Agent”).

It is agreed as follows:

Section 1
Interpretation

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, capitalised terms shall have the meanings set forth below:

“ACCDR” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Acceptable Bank” means:

(a) the Original Lenders, an Affiliate of any Original Lender, the Agent or the Security Agent;

(b) a bank or financial institution which has a rating for its long-term unsecured and non-credit enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Accounting Principles” means, in relation to any member of the Group incorporated in Sweden, IFRS or the accounting principles applicable to it in Sweden (including IFRS (if applicable)) and, in relation to any other member of the Group, accounting principles, standards, practices in its jurisdiction of incorporation (including IFRS, if applicable).


	(3)

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

“Additional Business Day” means any day specified as such in the applicable Reference Rate Terms.

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Additional German Obligor” means an Additional Obligor incorporated or established in Germany.

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Adjusted Equity” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Spot Rate of Exchange” means:

(a) the Agent’s spot rate of exchange; or

(b) (if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

for the purchase of the relevant currency with the Base Currency in the Stockholm foreign exchange market at or about 11:00 a.m. on a particular day.

“Aggregate Total Super Senior Incremental Facility Commitments” means, at any time, the aggregate of the Total Super Senior Incremental Facility Commitments relating to each Super Senior Incremental Facility.

“Agreed Security and Guarantee Principles” has the meaning given to that term in the Intercreditor Agreement.

“Alternative Term Rate” means any rate specified as such in the applicable Reference Rate Terms.

“Alternative Term Rate Adjustment” means any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

(b) determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the applicable Availability Period for the relevant Super Senior Facility.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 7 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.


	(4)

“Ancillary Facility” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 7 (Ancillary Facilities).

“Ancillary Facility Request” means a notice substantially in the form set out in Schedule 4 (Ancillary Facility Request).

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 7 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:

(a) the principal amount under each overdraft facility and on-demand short term loan facility (net of any Available Credit Balance);

(b) the face amount of each guarantee, bond and letter of credit under that Ancillary Facility; and

(c) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

“Annual Report” has the meaning given to that term in Clause 21 (Information Undertakings).

“Annualised Cumulative Compounded Daily Rate” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Applicable ESG Standards” means in relation to each KPI, the relevant ESG standards set out in Schedule 17 (Sustainability Calculations), and, in each case, as such standards may be amended or supplemented from time to time, to the extent that such standards are no less stringent in any material respect than the form published as at the date of this Agreement.

“Article 55 BRRD” has the meaning given to that term in Clause 41.2 (Bail-In definitions).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

(a) in relation to the Super Senior Revolving Facility, the period from and including the date of this Agreement to and including the Business Day falling one (1) Month prior to the Termination Date in relation to the Super Senior Revolving Facility; and

(b) in relation to any Super Senior Incremental Facility, the period specified as such in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility delivered by the Company in accordance with Clause 8 (Establishment of Super Senior Incremental Facilities).

“Available Commitment” means, in relation to a Super Senior Facility, a Lender’s Commitment under that Super Senior Facility minus (subject as set out below):

(a) the Base Currency Amount of its participation in any outstanding Utilisations under that Super Senior Facility and the Base Currency Amount of the aggregate of its (and its Affiliates’) Ancillary Commitments under that Super Senior Facility; and


	(5)

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Super Senior Facility on or before the proposed Utilisation Date and, in the case of a Super Senior Facility only, the Base Currency Amount of its (and its Affiliates’) Ancillary Commitment under that Super Senior Facility in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under a Super Senior Facility only, the following amounts shall not be deducted from that Lender’s Super Senior Facility Commitment:

(i) that Lender’s participation in any Loans under that Super Senior Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii) that Lender’s (and its Affiliates’) Ancillary Commitments in respect of an Ancillary Facility which has been designated from all or part of that Super Senior Facility, to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

“Available Credit Balance” means, in relation to an Ancillary Facility, credit balances on any account of any Borrower of that Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility.

“Available Facility” means, in relation to a Super Senior Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Super Senior Facility.

“Bail-In Action” has the meaning given to that term in Clause 41.2 (Bail-in Definitions).

“Bail-In Legislation” has the meaning given to that term in Clause 41.2 (Bail-in Definitions).

“Bank Account” means a deposit account, money-market or other similar account (whether, in any case, time or demand or interest or non-interest bearing) or securities account.

“Base Currency” means SEK.

“Base Currency Amount” means:

(a) in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement); and

(b) in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Original Borrower pursuant to Clause 7.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility.

“Baseline” means, in relation to a KPI, the baseline performance of the Group set out in Schedule 17 (Sustainability Calculations).


	(6)

“Baseline CAS” means, in relation to a Compounded Rate Loan in a Compounded Rate Currency, any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

“Blocking Law” means:

(a) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union);

(b) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; or

(c) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar provision enacted under or pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz).

“Borrower” means the Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 26 (Changes to the Obligors) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Lender pursuant to Clause 7.9 (Affiliates of Borrowers).

“Borrowings” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Break Costs” means any amount specified as such in the applicable Reference Rate Terms.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Stockholm and London and:

(a) (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency;

(b) (in relation to any date for payment or purchase of euro) which is a TARGET Day; and

(i) the fixing of an interest rate in relation to a Term Rate Loan;

(ii) any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(iii) the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

which is an Additional Business Day relating to that Loan or Unpaid Sum.

“Calculation Methodology” means, in relation to a KPI, the calculation methodology applicable to that KPI as set out in Schedule 17 (Sustainability Calculations).

“Cash” has the meaning given to that term in Clause 22.1 (Financial definitions).


	(7)

“Cash Equivalent Investments” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Capitalized Lease Obligation” means at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with IFRS; provided that, (i) all obligations that are or would have been treated as operating leases for purposes of IFRS on 31 December 2018 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purposes of the Finance Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with IFRS (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Finance Documents and (ii) any lease (whether such lease is in existence as of 31 December 2018 or entered into thereafter) that would constitute a capital lease in conformity with IFRS as in effect on 31 December 2018 (assuming for purposes hereof that any such future leases were in existence on 31 December 2018) shall be considered capital leases (without giving effect to the adoption or effectiveness of any changes in, or changes in the application of, IFRS after 31 December 2018 with respect thereto), and all calculations and deliverables under this Agreement or any other Finance Document shall be made or delivered, as applicable, in accordance therewith and the effects of FASB ASC 840 and FASB ASC 842 shall be disregarded.

“CEBA” means Cereal Base CEBA Aktiebolag, a limited liability company incorporated in Sweden under registration number 556482-2988.

“Central Bank Rate” has the meaning given to that term in the applicable Reference Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Reference Rate Terms.

“Charged Property” means all of the assets of any member of the Group which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Clean-Up Default” means an Event of Default other than an Event of Default under any of Clause 24.1 (Non-payment), Clause 24.6 (Insolvency), Clause 24.7 (Insolvency Proceedings), Clause 24.8 (Creditors’ process), Clause 24.9 (Ownership of the Obligors), Clause 24.10 (Unlawfulness) and Clause 24.11 (Repudiation).

“Clean-Up Period” means, in relation to an acquisition permitted by this Agreement, the period beginning on the closing date for that acquisition and ending on the date falling 45 days after that closing date or on such other date agreed by the Majority Lenders.

“Clean-Up Representation” means any of the representations and warranties under Clause 20 (Representations) other than under Clause 23.17 (Sanctions).

“Clean-Up Undertaking” means any of the undertakings specified in Clause 23 (General undertakings) other than in Clause 23.17 (Sanctions).

“Code” means the US Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

“Commitment” means:

(a) a Super Senior Revolving Facility Commitment; or

(b) a Super Senior Incremental Facility Commitment.


	(8)

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Compounded Rate Currency” means any currency which is not a Term Rate Currency.

“Compounded Rate Interest Payment” means the aggregate amount of interest that:

(a) is, or is scheduled to become, payable under any Finance Document; and

(b) relates to a Compounded Rate Loan.

“Compounded Rate Loan” means any Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.

“Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and.

(b) the applicable Baseline CAS or Fallback CAS.

“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a) is agreed in writing by the Original Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b) specifies a calculation methodology for that rate; and

“Confidential Information” means all information relating to the Company, any Obligor, the Group, the Nordic Bonds, the Finance Documents or a Super Senior Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Super Senior Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidential Information); or

(B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is


	(9)

lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Original Borrower and the Agent.

“Cumulated RFR Banking Day” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Cumulation Period” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 13 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Dallas-Fort Worth Facility” means the production facility of the Group located in Dallas-Fort Worth, Texas, United States.

“Dallas-Fort Worth Facility Assets” has the meaning given to it in paragraph (r) of the definition of “Permitted Disposal”.

“Debt Incurrence Test” means the Debt Incurrence Test as defined in, and calculated in accordance with, the terms of the original form of the Nordic Bonds Terms and Conditions.

“Declassification Date” means the date on which the Agent (acting on the instructions of the Majority Lenders) exercises its right to declassify the Facilities as “sustainability-linked” in accordance with paragraph (a) of Clause 23.32 (Declassification Event).

“Declassification Event” means a failure by the relevant Parties to agree the amendments referred to in paragraph (b) of Clause 36.9 (Sustainability amendments) (in accordance with the terms of that Clause) within 20 Business Days following the occurrence of a Sustainability Amendment Event.

“Default” means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.


	(10)

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available (or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ Participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event, and

payment is made within five Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Gross Amount” means the amount notified by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Gross Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“Designating Lender” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Designated Loans” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Designated Net Amount” means the amount notified by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Net Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“DFW and PB Facility Closure Costs” means the restructuring and exit costs incurred by the Group in the closure and discontinuance of the Peterborough Facility and Dallas-Fort Worth Facility, and in each case any provision therefor.

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Super Senior Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or


	(11)

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“EBITDA” has the meaning given to that term in Clause 22.1 (Financial definitions).

“EEA Member Country” has the meaning given to that term in Clause 41.2 (Bail-In definitions).

“Eligible Institution” means any Lender or other bank, financial institution, trust, fund or other entity selected by the Original Borrower and which, in each case, is not a member of the Group.

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“Equity” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Equity Cure Amount” has the meaning given to that term in paragraph (a) of Clause 22.4 (Equity Cure).

“Establishment Date” means, in relation to a Super Senior Incremental Facility, the later of:

(a) the proposed Establishment Date specified in the relevant Super Senior Incremental Facility Notice; and

(b) the date on which the Agent executes the relevant Super Senior Incremental Facility Notice.


	(12)

“EU Bail-In Legislation Schedule” has the meaning given to that term in Clause 41.2 (Bail-In definitions).

“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default).

“Exceptional Items” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Existing RCF” means the revolving credit facility agreement originally dated 14 April 2021 (as amended, amended and restated, and/or supplemented from time to time, including pursuant to an amendment letter dated 11 February 2025) between, inter alios, Oatly Group AB (publ) as Company and Original Guarantor, Oatly AB as Original Borrower and Original Guarantor, the financial institutions named therein as Original Lenders and Wilmington Trust (London) Limited as Agent and Security Agent (each as defined therein).

“External Reviewer” means:

(a) the Company’s auditors; or

(b) any replacement external reviewer as may be appointed from time to time by the Company, provided that any such replacement is:

(i) an independent internationally recognised professional services firm, environmental consultancy firm or ratings agency which is regularly engaged in the application and monitoring of ESG standards and ESG calculation methodologies; and

(ii) not an Affiliate of the Company.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the senior management or the board of directors of the Original Borrower, whose determination will be conclusive for all purposes under the Finance Documents, absent manifest error).

“Fallback CAS” means, in relation to any Loan in a Term Rate Currency which becomes a “Compounded Rate Loan” for its then current Interest Period pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate), any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or


	(13)

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means:

(a) any letter or letters dated on or about the date of this Agreement between the Arrangers and the Company (or the Agent or the Security Agent and the Company) setting out any of the fees referred to in Clause 14 (Fees);

(b) any agreement setting out fees payable to a Finance Party referred to in paragraph (h) of Clause 2.3 (Increase) or Clause 14.4 (Interest, commission and fees on Ancillary Facilities) or under any other Finance Document; and

(c) any agreement setting out fees payable in respect of a Super Senior Incremental Facility referred to in Clause 8.9 (Super Senior Incremental Facility fees).

“Finance Document” means this Agreement, the Intercreditor Agreement, the Guarantee and Adherence Agreement, each Transaction Security Document, each Fee Letter, any Accession Letter, any Ancillary Document, any Compliance Certificate, any Sustainability Compliance Certificate, any Super Senior Incremental Facility Notice, any Resignation Letter, any Utilisation Request, any Reference Rate Supplement, any Compounding Methodology Supplement and any other document designated as such by the Agent and the Company.

“Finance Lease” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Finance Party” means the Agent, the Security Agent, the Arrangers, any Ancillary Lender or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;


	(14)

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability (but not, in any case, Trade Instruments) of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

(h) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date applicable to the Super Senior Revolving Facility or are otherwise classified as borrowings under the Accounting Principles;

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

(j) in connection with the purchase by any member of the Group of any business or assets, any post-closing payment adjustments, earn out, contingent payment or similar obligations to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing or is otherwise contingent on the happening (or not happening) of a certain event or events;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(k) (without double counting) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

“Financial Quarter” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Financial Year” has the meaning given to that term in Clause 22.1 (Financial definitions).

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(i) of Clause 13.4 (Cost of Funds).

“German Obligor” means any Obligor incorporated or established in Germany.

“German Member of the Group” means any member of the Group having its centre of main interests (as such term is used in Art. 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings) in Germany.

“Greater China Facility” means the production facility that was under construction as of April 2023 in the Zhejiang Province in PRC and intended to be operated by Oatly Thousands of Island Co Ltd.


	(15)

“Greater China Facility Assets” has the meaning given to it in paragraph (s) of the definition of “Permitted Disposal”.

“Greater China and Singapore Facility Closure Costs” means the restructuring and exit costs incurred by the Group in the closure and discontinuance of the Greater China Facility and/or the Singapore Facility (for the avoidance of doubt, not including any such costs that are avoided pursuant to any disposal pursuant to paragraph (s) of the definition of “Permitted Disposal” and thus not incurred), and in each case any provision therefor.

“Gross Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft but calculated on the basis that the words “(net of any Available Credit Balance)” in paragraph (a)of the definition of “Ancillary Outstandings” were deleted.

“Group” means the Company and its Subsidiaries for the time being.

“Group Structure Chart” means the group structure chart in the agreed form.

“Guarantee and Adherence Agreement” means the guarantee and adherence agreement relating to the Nordic Bonds and this Agreement dated on or about the date hereof between, among others, the Original Guarantors and Nordic Trustee & Agency AB (publ).

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Historic RFR” means, in relation to a currency and an RFR Banking Day for that currency, the most recent RFR for a day which is no more than five RFR Banking Days before that RFR Banking Day.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“IFRS” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Impaired Agent” means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a), (b) or (c) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 10 (Form of Increase Confirmation).


	(16)

“Increased Costs” has the meaning given to that term in Clause 16.1 (Increased Costs).

“Increase Lender” has the meaning given to that term in Clause 2.3 (Increase).

“Insolvency Event” in relation to an entity means that such entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.


	(17)

“Intercreditor Agreement” means the intercreditor agreement dated on or about the date of this Agreement and made between, among others, the Company, the Original Borrower, the Original Obligors, the Agent, the Security Agent and the Lenders.

“Intangible Assets” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Intellectual Property” means:

(a) any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 11.6 (Default Interest).

“Interpolated Alternative Term Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Alternative Term Rates) which results from interpolating on a linear basis between:

(a) the applicable Alternative Term Rate for the longest period (for which that Alternative Term Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Alternative Term Rate for the shortest period (for which that Alternative Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

“Interpolated Primary Term Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

(a) the applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“KPI” means KPI 1, KPI 2 or KPI 3.

“KPI 1” means the key performance indicator referred to as KPI 1 in Schedule 17 (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.

“KPI 2” means the key performance indicator referred to as KPI 2 in Schedule 17 (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.


	(18)

“KPI 3” means the key performance indicator referred to as KPI 3 in Schedule 17 (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.

“Landskrona Equipment” means equipment located in or at the Landskrona Bollspelaren *1 facility located at Örjaleden 20, 261 51 Landskrona, Sweden commissioned or acquired for the aforementioned facility after 31 December 2022.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) or pursuant to Clause 26 (Changes to the Obligors).

“Legal Reservations” means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim;

(c) the principle that any additional interest or payment of compensation imposed under any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(d) that a court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of the costs of any unsuccessful litigation brought against that party or may not award by way of costs all of the expenditure incurred by a successful litigant in proceedings brought before that court;

(e) that a court may not give effect to the provisions of Clause 34 (Partial Invalidity) or any similar provision in another Finance Document, or that interest of a default rate on overdue amounts may be a penalty and not recoverable;

(f) that the parties’ choice of law may not be recognised or upheld for reasons of public policy or otherwise, or that a judgement in a court in one jurisdiction may not be recognised or enforced in another jurisdiction, or that a court may stay proceedings if concurrent proceedings based on the same grounds and between the same parties have previously been brought before another court;

(g) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(h) any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.3 (Increase), Clause 8 (Establishment of Super Senior Incremental Facilities) or Clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Lender Model” has the meaning given to that term in Schedule 2 (Conditions Precedent).

“Liquidity” has the meaning given to that term in Clause 22.1 (Financial definitions).


	(19)

“Listing Rules” means the Securities Exchange Act of 1934 (or any analogous rules or regulations of any applicable stock exchange in which the Company’s voting stock is listed), as from time to time amended.

“LMA” means the Loan Market Association.

“Loan” means a Super Senior Revolving Facility Loan or Super Senior Incremental Facility Loan.

“Lookback Period” means the number of days specified as such in the applicable Reference Rate Terms.

“Majority Lenders” means:

(a) (for the purposes of paragraph (a) of Clause 36.1 (Required Consents) in the context of a waiver in relation to a proposed Utilisation of the Super Senior Revolving Facility of the condition in Clause 4.2 (Further Conditions Precedent)), a Lender or Lenders whose Super Senior Revolving Facility Commitments aggregate more than 66⅔ per cent. of the Total Super Senior Revolving Facility Commitments;

(b) (for the purposes of paragraph (a) of Clause 36.1 (Required Consents) in the context of a waiver in relation to a proposed Utilisation of a Super Senior Incremental Facility of the condition in Clause 4.2 (Further Conditions Precedent)), the Super Senior Incremental Facility Majority Lenders under that Super Senior Incremental Facility;

(c) (for the purposes Clause 24.15 (Acceleration)), a Lender or Lenders whose Commitments aggregate more than 50 per cent. of the Total Commitments; and

(d) (in any other case), a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to that reduction).

“Margin” means, subject to Clause 11.3 (Sustainability Margin Adjustments) and Clause 11.4 (Margin premium for Loans and Unpaid Sums in USD and GBP):

(a) in relation to any Super Senior Revolving Facility Loan, 4.00 per cent. per annum;

(b) in relation to any Super Senior Incremental Facility Loan, the percentage rate per annum specified as such in the Super Senior Incremental Facility Notice relating to the Super Senior Incremental Facility under which that Super Senior Incremental Facility Loan is made or is to be made;

(c) in relation to any Unpaid Sum relating or referable to a Super Senior Facility, the rate per annum specified above for that Super Senior Facility; and

(d) in relation to any other Unpaid Sum, the highest rate specified above,

but if:

(i) no Event of Default has occurred and is continuing; and

(ii) the Total Net Leverage Ratio in respect of the most recently completed Relevant Period (starting with the Relevant Period ending on 31 December 2025) is within a range set out below,


	(20)

then the Margin for each Super Senior Revolving Facility Loan will be the percentage per annum set out below in the column opposite that range:


Total Net Leverage Ratio	Margin (per cent. per annum)
Greater than 2.75:1	4.00
Equal to or less than 2.75:1, but greater than 2.25:1	3.75
Equal to or less than 2.25:1, but greater than 1.75:1	3.50
Equal to or less than 1.75:1	3.25

However:

(A) any increase or decrease in the Margin for a Loan shall take effect on the date (the “reset date”) falling three Business Days from the date of receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 21.2 (Compliance Certificate);

(B) if, following receipt by the Agent of the Compliance Certificate related to the relevant Annual Report, that Compliance Certificate does not confirm the basis for a reduced or increased Margin, then paragraph (b) or (c) (as applicable) of Clause 11.5 (Payment of interest) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised ratio of Total Net Leverage Ratio calculated using the figures in that Compliance Certificate;

(C) while an Event of Default is continuing or the Company is in breach of its obligation to deliver a Compliance Certificate, the Margin for each Loan under the Super Senior Revolving Facility shall be the highest percentage per annum set out above (or, in relation to any Super Senior Incremental Facility Loan, in the relevant Super Senior Incremental Facility Notice) for a Loan under the Super Senior Revolving Facility (and, following a remedy or waiver of such Event of Default or breach of obligation to deliver a Compliance Certificate, the applicable Margin for the Super Senior Revolving Facility will be recalculated in accordance with the ratchet above); and

(D) for the purpose of determining the Margin, Total Net Leverage Ratio and Relevant Period shall be determined in accordance with Clause 22.1 (Financial definitions).

“Margin Stock” has the meaning assigned to such term in Regulation U of the FRB as from time to time in effect.

“Market Disruption Rate” means the rate (if any) specified as such in the applicable Reference Rate Terms.

“Material Adverse Effect” means a material adverse effect on:

(a) the business, assets or financial condition of the Group (in each case taken as a whole), provided that an event (or a series of events) which affect(s) or is (are) likely to affect


	(21)

the ability of the Obligors to comply with their obligations pursuant to Clause 22 (Financial Covenants) shall not for that reason be a Material Adverse Effect;

(b) the ability of the Obligors (taken as a whole) to perform their payment obligations under any Finance Document; or

(c) subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of any of the Finance Documents or the validity, legality or effectiveness or priority or ranking of the Transaction Security, which, if capable of remedy, is not remedied within 20 Business Days of the Company or any other Obligor becoming aware of the issue, provided that such period shall run concurrently with any other applicable grace period.

“Material Company” means, at any time:

(a) an Obligor; or

(b) each direct Holding Company of a Material Company (excluding any direct Holding Company of the Company); or

(c) any member of the Group whose revenue or assets represents five (5) per cent. or more of the consolidated revenue or the consolidated gross assets (as applicable) of the Group.

Compliance with the conditions set out in paragraph (c) above shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest Annual Report. However, if a Subsidiary has been acquired since the date as at which the latest Annual Report were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary.

For purpose of the calculations of the consolidated revenue of the Group in paragraph (c) above, any member of the Group having negative revenue or assets shall be deemed to have zero revenue or assets.

“Material Intellectual Property” means all Intellectual Property that is material to the business of the Group.

“Material Jurisdiction” means, as of any date of determination, any jurisdiction in which (i) aggregate revenues of the Group for the most recent period of four consecutive Financial Quarters ending on or prior to such date exceed 5% of the total revenues of the Group for such period or (ii) aggregate assets of the Company or any of its Subsidiaries incorporated or domiciled in such jurisdiction exceed 5% of the total assets of Group.

“Maximum DFW and PB Facility Closure Cash Outflow Amount” means, as of any date of determination, an amount equal to the excess of (i) the aggregate amount of the DFW and PB Facility Closure Costs as of such date over (ii) the aggregate cash consideration received by the Obligors for all disposals of Dallas-Fort Worth Facility Assets and Peterborough Facility Assets made pursuant to paragraph (r) of the definition of “Permitted Disposal” (when aggregated with any cash proceeds received by the Obligors during the same period attributable to the return, cancellation or termination of any delivery, order, contract or other agreement relating to the Peterborough Facility and/or the Dallas-Fort Worth Facility) as of such date of determination.

“Maximum Greater China and Singapore Facility Closure Cash Outflow Amount” means, as of any date of determination, an amount equal to the excess of (i) the aggregate amount of the Greater China and Singapore Facility Closure Costs as of such date over (ii) the aggregate cash consideration received by the Group for all disposals of Greater China Facility Assets and


	(22)

Singapore Facility Assets made pursuant to paragraph (s) of the definition of “Permitted Disposal” (when aggregated with any cash proceeds received by the Group during the same period attributable to the return, cancellation or termination of any delivery, order, contract or other agreement relating to the Greater China Facility and/or the Singapore Facility) as of such date of determination.

“Month” means, in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency) a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

“Multi-account Overdraft” means an Ancillary Facility which is an overdraft facility comprising more than one account.

“Net Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft.

“New Company Injections” means the aggregate amount of:

(a) amounts contributed to the Company by the shareholders of the Company by way of cash common equity (including by way of share issue or unconditional shareholder’s contribution); and

(b) amounts of shareholder debt provided to the Company which constitute Subordinated Financing and are subordinated to the Super Senior Facilities under the Intercreditor Agreement as Subordinated Debt or Unsecured Convertible Notes (each as defined in the Intercreditor Agreement) or otherwise on terms satisfactory to the Lenders,

in either case (i) only taking into account amounts subscribed, lent or converted after the date of this Agreement and (ii) excluding (A) any capitalised interest and (B) any employee stock ownership plan or trust that has been funded by the Company, provided that any New Company Injections shall not, for the purpose of any Equity Cure Amount, include any amount which has been utilised for another purpose under this agreement (including to augment or build capacity to incur any Financial Indebtedness or make any Permitted Payment or Permitted Loan or grant Permitted Guarantee hereunder).

“New Lender” has the meaning given to that term in Clause 25.1 (Transfers by the Lenders).

“New Product Launch” means that certain product launch that the Group contemplated in 2024 referred to in written communication from the Company to the Lenders on 23 December 2024.

“Non-Consenting Lender” has the meaning given to that term in Clause 36.6 (Replacement of Lender).

“Non-Obligor” means any member of the Group that is not an Obligor.

“Non-Obligor Support” means, without double counting, the aggregate amount of:

(a) loans or other Financial Indebtedness provided by Obligors to Non-Obligors;

(b) guarantees granted by Obligors guaranteeing Financial Indebtedness of Non-Obligors;


	(23)

(d) any other transfer of cash or assets by Obligors to Non-Obligors, in each case other than a Permitted Disposal.

“Nordic Bonds” means the senior secured floating rate bonds with ISIN number SE0026141756 contemplated to be issued by the Company in an aggregate nominal amount of up to SEK 2,700,000,000.

“Nordic Bonds Terms and Conditions” means the terms and conditions for the Nordic Bonds entered into between the Company as issuer and Nordic Trustee & Agency AB (publ) as bondholders’ agent.

“Nordic Bonds Documents” means the Nordic Bonds Terms and Conditions and the other Finance Documents (as defined in the Nordic Bonds Terms and Conditions).

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Original Borrower, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of Treasury.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions Relating to Optional Currencies).

“Original Financial Statements” means the audited consolidated financial statements of the Company for the financial year ended 31 December 2024.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated, organised or formed, as applicable, as at the date of this Agreement or, in the case of an Additional Obligor, as at the date on which that Additional Obligor becomes Party as a Borrower and/or a Guarantor (as the case may be).

“Original Obligor” means the Original Borrower or an Original Guarantor.

“Original Termination Date” means the earlier of:

(a) the date falling two (2) years and six (6) Months after the Refinancing Date; and

(b) the latest possible date which falls:

(i) at least three (3) months prior to the maturity date under the Nordic Bonds Terms and Conditions; and

(ii) at least six (6) months prior to the maturity date applicable to the Unsecured Convertible Notes.

“Participant” has the meaning given to that term in Clause 25.10 (The Participant Register).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Participant Register” has the meaning given to that term in Clause 25.10 (The Participant Register).

“Party” means a party to this Agreement.


	(24)

“Perfection Exceptions” means, with respect to (a) assets located in the United States, that no Obligor shall be required to (i) perfect a security interest to the extent the cost, burden, difficulty or consequence of perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably agreed by the Majority Lenders and the Original Borrower in their reasonable judgment, or (ii) send notices to account debtors or other contractual third-parties prior to an Event of Default, and (b) assets not located in the United States, no Obligor shall be required to take any actions contrary to the Agreed Security and Guarantee Principles.

“Perfection Requirements” means the making of the appropriate registrations, filings or notifications of the Transaction Security Documents as specifically contemplated by any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).

“Permitted Acquisition” means:

(a) any acquisition agreed to by the Agent (acting on behalf of the Majority Lenders);

(b) an acquisition by the Company or any Subsidiary of the Company of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal or Permitted Transaction;

(d) the incorporation of a limited liability company or the purchase of shares in an off-the-shelf limited liability company (by the Company or any Subsidiary of the Company) which becomes a member of the Group;

(e) an investment in any interest (including, but not limited to, shares, businesses or undertakings) in a corporate entity (including, but not limited to, any member of the Group) in which a member of the Group already holds an interest;

(f) any acquisition by any member of the Group of a company or a business or undertaking, provided that:

(i) it is engaged in a business substantially the same as, or complementary to, that carried on by the Group;

(ii) EBITDA is greater than zero;

(iii) no Event of Default is continuing or would result from such acquisition;

(iv) if a person is acquired, such person becomes a Subsidiary of the Company; and

(v) either:

(A) Liquidity is equal to or greater than USD 175,000,000 (or the equivalent in any other currency) on a pro forma basis; and the acquisition is funded by cash equity contributions to the Company from its shareholders; or

(B) the Total Net Leverage Ratio is equal to or less than 3.50:1 on a pro forma basis; and

(g) any acquisition fully funded by New Company Injections of a company or a business or undertaking engaged in a business substantially the same as, or complementary to, that carried on by the Company or the Group.


	(25)

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal, which, except in the case of paragraphs (b) and (d) below, is on arm’s length terms:

(a) of trading assets or the expenditure of cash made by any member of the Group in the ordinary course of trading of the disposing entity;

(b) of any asset:

(i) by a Non-Obligor to another member of the Group (other than the Company and CEBA);

(ii) by an Obligor to another Obligor (other than the Company and CEBA); and

(iii) by an Obligor to a Non-Obligor, provided that the higher of the market value and net consideration receivable for such disposals pursuant to this paragraph (iii) does not in aggregate exceed the greater of USD 3,000,000 (or the equivalent in any other currency) and 5.0% of EBITDA in any Financial Year;

(c) constituting a third-party sale, for Fair Market Value, of any shares in (i) Oatly Hong Kong Holding Limited (reg. no. 1558549) and/or (ii) any Subsidiary of Oatly Hong Kong Holding Limited organized in PRC;

(d) in respect of which the Agent (acting on behalf of the Majority Lenders) has given its prior written consent;

(e) of assets (other than shares in an Obligor and businesses or real property) in exchange for other assets comparable or superior as to type, value or quality;

(f) of surplus, obsolete or redundant assets (other than shares in an Obligor) not required for the efficient operation of the disposing entity’s business;

(g) of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(h) of any purchased equipment or assets for Fair Market Value, in each case, (i) back to the original vendor of such equipment or assets within 180 days of receipt of the equipment or assets and (ii) in the ordinary course of business;

(i) the sale, lease, assignment, license, sublicense or sublease of any personal property (other than Material Intellectual Property) in the ordinary course of business and which does not materially interfere with the business of the Group;

(j) (i) non-exclusive licenses, sublicenses or cross-licenses of intellectual property, other intellectual property rights or other general intangibles, (ii) exclusive licenses, sublicenses or cross-licenses of intellectual property (including the provision of software under an open source license), other intellectual property rights or other general intangibles, in each case in the ordinary course of business of the Group and other than in relation to any liquid oat base production patent which constitutes Material Intellectual Property and (iii) in connection with and as a result of any transaction referred to in paragraph (c) of the definition of “Permitted Disposal”, exclusive non-assignable licenses, at arm’s length terms, of intellectual property, other intellectual property rights or other general intangibles, for use within the People’s Republic of China, Hong Kong, Macau and Taiwan only;

(k) arising as a result of any Permitted Security;


	(26)

(l) of operating leases of real property not required for the ordinary course of trading of any member of the Group granted to third parties on arm’s length terms and not interfering in any material respect with the ordinary course of trading of any member of the Group;

(m) of cash not otherwise prohibited under the Finance Documents;

(n) constituting a Permitted Transaction;

(o) of receivables (i) on a non-recourse basis or (ii) that is recourse to the Group in an aggregate principal amount outstanding not to exceed USD 5,000,000 (or the equivalent in any other currency) in any Financial Year;

(p) any Sale/Leaseback Transaction in respect of any Landskrona Equipment in an aggregate amount not to exceed the greater of (x) USD 10,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA, provided that the proceeds of such Sale/Leaseback Transaction shall be applied solely to finance new equipment installed after the date of this Agreement;

(q) as set out in the Report on Form 6-K filed by the Company on 3 January 2023 together with the exhibits thereto, in accordance with the asset purchase agreement dated 30 December 2022 entered into between Oatly Inc., Oatly US Operations & Supply Inc., Ya YA Foods USA LLC and Aseptic Beverage Holdings LP (as originally in effect, the “Asset Purchase Agreement”), the sale of Oatly Inc.’s manufacturing facilities in Ogden, Utah and Dallas-Fort Worth, Texas to Ya YA Foods USA LLC subject to the terms and conditions of the Asset Purchase Agreement (together with the licensing of any intellectual property rights and goodwill by any member of the Group to Ya YA Foods USA LLC for use solely in connection with the performance by Ya YA Foods USA LLC of its obligations under the Co-Pack Agreement (as defined in the Asset Purchase Agreement));

(r) of assets located in, at or on, or otherwise relating to, (i) the Group’s discontinued Peterborough Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Peterborough Facility (such assets, the “Peterborough Facility Assets”)) or (ii) the Group’s discontinued Dallas-Fort Worth Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Dallas-Fort Worth Facility (such assets, the “Dallas-Fort Worth Facility Assets”)); provided that, in each case:

(i) such assets were used (or were previously planned to be used) in the operation of the Peterborough Facility or the Dallas-Fort Worth Facility;

(ii) such assets were either located in, at or on the Peterborough Facility or the Dallas-Fort Worth Facility, or stored in, or in transit to, a separate warehouse or other storage facility;

(iii) no member of the Group shall transfer any assets material to the business of the Group to the Peterborough Facility or the Dallas-Fort Worth Facility;

(iv) any such disposal is contractually committed to by the Group on or prior to 30 September 2025 and shall have been consummated on or prior to 31 December 2025;

(v) no Event of Default shall have occurred and be continuing or shall result therefrom;


	(27)

(vi) (a) at least 85% of the consideration therefor shall be in the form of cash and (b) 100% of the consideration therefor shall be in the form of either cash or deferred cash consideration;

(vii) such disposal shall be made for Fair Market Value; and

(viii) the proceeds of such disposal shall be received by an Obligor and used solely for the working capital purposes of the Obligors;

(s) of assets located in, at or on, or otherwise relating to, (i) the Group’s discontinued Greater China Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Greater China Facility (such assets, the “Greater China Facility Assets”)) or (ii) the Group’s discontinued Singapore Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Singapore Facility (such assets, the “Singapore Facility Assets”)); provided that, in each case:

(i) such assets were used (or were previously planned to be used) in the operation of the Greater China Facility or the Singapore Facility;

(ii) such assets were either located in, at or on the Greater China Facility or the Singapore Facility, or stored in, or in transit to, a separate warehouse or other storage facility;

(iii) no member of the Group shall transfer any assets material to the business of the Group to the Greater China Facility or the Singapore Facility;

(iv) no Event of Default shall have occurred and be continuing or shall result therefrom;

(v) (a) at least 85% of the consideration therefor shall be in the form of cash and/or reduction or avoidance of Greater China and Singapore Facility Closure Costs and (b) 100% of the consideration therefor shall be in the form of either cash, deferred cash consideration and/or reduction or avoidance of Greater China and Singapore Facility Closure Costs;

(vi) such disposal shall be made for Fair Market Value; and

(vii) the proceeds of such disposal shall (i) if made by an Obligor, be received by an Obligor and used solely for application towards Greater China and Singapore Facility Closure Costs and/or the working capital purposes of the Obligors or (ii) if made by a Non-Obligor, be received by a member of the Group and used solely for application towards Greater China and Singapore Facility Closure Costs and/or the working capital purposes of the Group;

(t) constituting a conversion of an intra-Group loan into share capital of, or a capital contribution to, the member of the Group owing such loan, provided that if existing shares of such member of the Group are subject to Transaction Security, any new shares in such member of the Group issued in connection therewith to the relevant Obligor also become subject to Transaction Security on substantially the same terms (ignoring, for this purpose, the starting of any hardening periods);

(u) of a Permitted Loan in connection with a capitalisation, forgiveness, waiver, release or other discharge of that loan; and

(v) if not permitted by the preceding paragraphs or as a Permitted Transaction, of assets (other than shares in an Obligor, any real property subject to Transaction Security and businesses) for cash where the higher of the market value and net consideration


	(28)

receivable (when aggregated with the higher of the market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Transaction) does not exceed the greater of USD 5,000,000 (or the equivalent in any other currency) and 5% of EBITDA in any Financial Year.

“Permitted Financial Indebtedness” means Financial Indebtedness:

(a) arising under any of the Finance Documents;

(b) up until and including the Refinancing Date, arising under:

(i) the Existing RCF and the Finance Documents (as defined in the Existing RCF); and

(ii) the Term Loan B Facility and the Loan Documents (as defined in the Term Loan B Credit Agreement);

(d) incurred by the Company if such Financial Indebtedness meets the Debt Incurrence Test tested pro forma including such incurrence, provided that it:

(i) is incurred as a result of a Subsequent Bond Issue (as defined in the Nordic Bonds Terms and Conditions); or

(ii) ranks pari passu with the obligations of the Company under the Nordic Bonds Documents and has a final maturity date or, when applicable, early redemption dates or instalment dates (including mandatory buy-backs of debt) falling after the Termination Date; or

(iii) is subordinated to the obligations of the Company under the Finance Documents and has a final maturity date or, when applicable, early redemption dates or instalment dates (including mandatory buy-backs of debt) falling after the Termination Date;

(e) arising under the Unsecured Convertible Notes so long as the Unsecured Convertible Notes constitutes a Subordinated Financing up to an aggregate outstanding principal amount as of any date not to exceed USD 335,000,000 plus any capitalized or “paid-in-kind” interest accruing thereon, which Financial Indebtedness shall be subject to the Intercreditor Agreement;

(f) arising under any New Company Injection pursuant to paragraph (b) of the definition thereof;

(g) incurred with the prior written consent of the Agent (acting on behalf of the Majority Lenders);

(h) to the extent covered by a letter of credit, guarantee or indemnity issued under an Ancillary Facility;

(i) as a result of any trade credit received (including for the avoidance of doubt but not limited to any liability under any advance or deferred purchase agreement) by any member of the Group from any of its trading partners in the ordinary course of its trading activities (on normal commercial terms);

(j) as a result of deferred payment arrangements, post-closing payment adjustments, earn out, contingent payment or similar obligations in relation to any transaction permitted by this Agreement provided that the aggregate amount of such deferred payment


	(29)

arrangements during the life of this Agreement does not exceed the sum of (x) USD 10,000,000 (or the equivalent in any other currency) in any Financial Year and (ii) USD 20,000,000 (or the equivalent in any other currency) in the aggregate during the term of this Agreement, unless such Financial Indebtedness (1) is subordinated to the Super Senior Facilities pursuant to the Intercreditor Agreement on terms satisfactory to the Lenders and (2) does not require cash payments, or have a maturity date occurring, prior to the date that is one hundred and eighty one (181) days after the Termination Date;

(k) arising under interest hedging or arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade or in respect of utilisations made in Optional Currencies, but not a foreign exchange transaction for investment or speculative purposes;

(l) of any company, business or undertaking acquired by a member of the Group after the date of this Agreement which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of three months following the date of acquisition;

(m) arising under any netting or set-off arrangement entered into by any member of the Group with a Lender or an Affiliate of a Lender or an Acceptable Bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group (including a Multi-account Overdraft) but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of Non-Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of Non-Obligors except, in the case of (i) and (ii) above, to the extent such netting, set-off or Security relates to, or is granted in support of, a loan which is not prohibited under the Finance Documents;

(n) in respect of export credit agency financings in an aggregate outstanding principal amount not to exceed the greater of (x) USD 10,000,000 (or the equivalent in any other currency) and (y) 15.0% of EBITDA at any time, provided that such Financial Indebtedness shall only be incurred by the Original Borrower;

(o) under Finance Leases, provided that the aggregate capital value of all such items so financed or leased under outstanding Finance Leases by members of the Group does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 20.0% of EBITDA at any time;

(p) any pension debt incurred in the ordinary course of business;

(q) arising as a consequence of making non-cash group contributions (Sw. koncernbidrag) provided that such Financial Indebtedness is immediately extinguished by way of making unconditional shareholders contributions;

(r) arising under any Sale/Leaseback Transaction permitted under paragraph (p) of the definition of “Permitted Disposal” in so far as it relates only to such related lease obligations (and no other types of Financial Indebtedness or financing);

(s) arising under any intercompany indebtedness between members of the Group (provided (i) that it constitutes a Permitted Loan and (ii) that it is unsecured or secured by Security that is junior to the Transaction Security) and any subordinated shareholder debt subordinated to the Super Senior Facilities under the Intercreditor Agreement as


	(30)

Subordinated Debt (as defined in the Intercreditor Agreement) or otherwise on terms satisfactory to the Lenders or otherwise to the satisfaction of the Lenders;

(t) arising under a Permitted Transaction;

(u) incurred under PRC Facilities provided that the aggregate outstanding principal amount does not exceed [***] at any time;

(v) arising under a bank guarantee, surety (Bürgschaft) or any other instrument issued by a bank or financial institution upon request of a member of the Group in order to comply with the requirement of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV);

(w) arising under any guarantee given in order to comply with the requirement of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and

(x) not permitted by the preceding paragraphs or as a Permitted Transaction and the aggregate outstanding principal amount of which does not exceed the greater of (x) USD 10,000,000 (or the equivalent in any other currency) and (y) 10.0% of EBITDA at any time.

“Permitted Guarantee” means:

(a) any guarantee or indemnity contemplated by the Finance Documents or the Nordic Bonds Documents;

(b) up until and including the Refinancing Date, any guarantee or indemnity under the Existing RCF and the Term Loan B Credit Agreement;

(c) any guarantee or indemnity in respect of export credit agency backed loans permitted pursuant to paragraph (n) of the definition of “Permitted Financial Indebtedness”;

(d) any guarantee or indemnity granted by members of the Group organized in PRC that are Non-Obligors in respect of PRC Facilities;

(e) any guarantee of any Financial Indebtedness referred to in paragraph (k) of the definition of “Permitted Financial Indebtedness”;

(f) any guarantee to landlords and counter-indemnities in favour of financial institutions which have guaranteed obligations of a member of the Group pursuant to transactions which that member of the Group has entered into in the ordinary course of trading;

(g) any guarantee guaranteeing performance by a member of the Group under any contract not relating to Financial Indebtedness entered into in the ordinary course of business;

(h) any guarantee and indemnity given in favour of directors, officers or employees of any member of the Group in respect of their function as such;

(i) any indemnity given to professional advisers and consultants in the ordinary course of business;

(j) any guarantee (in a customary form and subject to customary limitations) given in connection with a Permitted Disposal, a Permitted Payment, a Permitted Transaction, a Permitted Acquisition or to a Joint Venture party;

(k) any guarantee of the obligations of Obligors or issued by a Non-Obligor in respect of the obligations of another member of the Group;


	(31)

(l) a guarantee by an Obligor of Financial Indebtedness owing by any Non-Obligor provided that the aggregate amount of such guarantees does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA at any time;

(m) any guarantee approved by the Agent (acting on behalf of the Majority Lenders);

(n) any guarantee required by law or a court to be granted in favour of creditors in relation to mergers or conversions of members of the Group in order to permit or facilitate the merger occurring, provided that the Company will use its reasonable endeavours to procure the release of such guarantees as soon as is reasonably practicable;

(o) any guarantee given or arising under legislation relating to Tax or corporate law under which any member of the Group assumes general liability for the obligations of another member of the Group incorporated or Tax resident in the same country;

(p) customary indemnities given in mandate, engagement and commitment letters; and

(q) any guarantee not permitted by the preceding paragraphs or as a Permitted Transaction where the aggregate principal amount secured by such guarantees does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA at any time.

“Permitted Holding Company Activity” means:

(a) in the case of the Company, rights, obligations and liabilities under New Company Injections;

(b) (x) in the case of the Company, its ownership of shares in CEBA and any acquisition of shares in CEBA not already owned by the Company and (y) in the case of CEBA, its ownership of the shares of the Original Borrower;

(c) the entry into, and the performance of its obligations with respect to, the Finance Documents, the Term Loan B Credit Agreement (and any Loan Documents as defined therein), the Nordic Bonds Documents, any documentation relating to the Unsecured Convertible Notes, any documentation relating to any permitted refinancing of the foregoing or documentation relating to the Financial Indebtedness otherwise permitted by this Agreement and the guarantees permitted by paragraph (d) below, provided that neither the Company nor CEBA may incur any Financial Indebtedness other than (i) with respect to the Company, under the Unsecured Convertible Notes or New Company Injections and (ii) with respect to the Company and CEBA, under intra-Group loans (including, for the avoidance of doubt group contributions (Sw. koncernbidrag));

(d) the payment of dividends and distributions permitted by this Agreement (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of, and loans to, its direct Subsidiaries permitted hereunder and guarantees of Financial Indebtedness permitted to be incurred hereunder by the Group and guarantees of other obligations of the Group not constituting Financial Indebtedness, in each case to the extent such guarantees are otherwise permitted hereby;

(e) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries);

(f) the performing of activities in preparation for and consummating any public offering of common stock of the Company or any other issuance or sale of its shares;


	(32)

(g) the participation in tax, accounting and other administrative matters as a member of Group, including compliance with applicable laws and legal, tax and accounting matters related thereto, activities relating to its officers, directors, managers and employees and the making of group contributions (Sw. koncernbidrag);

(h) the holding of any cash and Cash Equivalent Investments (but not operating any property) solely for any purpose permitted by this definition;

(i) the providing of indemnification to officers, managers, directors and employees customarily provided by a holding company to its Subsidiaries;

(j) any obligations and liabilities of the Company relating to the long-term incentive program pertaining to the Group (as amended and/or replaced from time to time, the “LTIP”), including (without limitation) (1) the transfer of any warrant issued in, and held by, the Company from time to time (“LTIP Warrants”) to any existing or contemplated new participant in the LTIP (whether directly or via any intermediary (an “LTIP Intermediary”)) and (2) the performance by the Company of its rights and obligations under any contractual arrangement (including, without limitation, any ISDA agreement and trade confirmation) entered into between the Company and any LTIP Intermediary relating to the conversion of LTIP Warrants into, and delivery of, shares and/or American depositary shares in the Company;

(k) in the case of the Company, issuance of notes pursuant to the Unsecured Convertible Notes;

(l) any Permitted Transaction; and

(m) any activities incidental to the foregoing.

“Permitted Loan” means any loan or Financial Indebtedness made or granted:

(a) with the prior written consent of the Agent (acting on behalf of the Majority Lenders);

(b) which constitute advances, loans or extensions of trade credit and other vendor financing in the ordinary course of business;

(d) by Obligors to members of the Group which are not Obligors provided that the aggregate outstanding principal amount thereunder does not at any time exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5% of EBITDA at any time;

(e) which constitutes or is made pursuant to, in connection with or for purposes of facilitating or financing a Permitted Payment or a Permitted Transaction, provided that the outstanding principal amount of such loans granted by Obligors to Non-Obligors do not in aggregate exceed the basket set out in paragraph (d) above at any time;

(f) pursuant to any arrangement constituting deferred consideration in respect of a Permitted Disposal to an amount equal to fifteen (15) per cent. of the amount payable;

(g) in the nature of credit balances held with bank or financial institutions (including, but not limited to, any cash pool arrangements permitted by this Agreement); and


	(33)

(h) any loan not permitted by the preceding paragraphs or as a Permitted Transaction so long as the aggregate outstanding principal amount of such loans does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA at any time.

“Permitted Payment” means:

(a) any payment consented to by the Agent (acting on behalf of the Majority Lenders);

(b) the payment of any dividend, return on capital, repayment of capital contributions or other distribution or payment in respect of share capital or partnership interest by the Company to a shareholder of the Company, provided that (i) the Total Net Leverage Ratio, both immediately before and immediately after the making of the payment (calculated as if the Relevant Period ended on such date), is equal to or less than 3.50:1 and (ii) such payment is made when no Event of Default is continuing or would occur immediately after the making of the payment;

(c) the payment of any dividend, return on capital, repayment of capital contributions or other distribution or payment in respect of share capital or by way of loan or repayment of interest or principal by the Company to a shareholder of the Company to reimburse such shareholder for any:

(i) fees for management and administrative services (excluding treasury services but including directors’ fees, professional fees and regulatory costs) provided to members of the Group of a type customarily provided by a shareholder to its Subsidiaries in an aggregate amount not exceeding USD 20,000,000 (or the equivalent in any other currency) in any Financial Year;

(ii) amounts incurred employing employees whose services are required for the operations of the Group in an aggregate amount not exceeding USD 200,000 (or the equivalent in any other currency) in any Financial Year; and

(iii) Tax, where the liability is incurred in the ordinary course of activities of the relevant shareholder,

provided that such payment is made when no Event of Default is continuing or would occur immediately after the making of the payment;

(d) any payment made by the Company to enable an Obligor to make payments of any fees, interest, principal or other charges due to the Finance Parties under any Finance Document and any payment of interest and/or principal made by the Company to an Obligor under any intra-Group loan; and

(e) any payment made by the Company:

(i) under the Unsecured Convertible Notes on or about the Refinancing Date using net proceeds from the Nordic Bonds; and

(ii) for the purpose of redeeming any Unsecured Convertible Stub Notes on or after the date falling six (6) months after the Original Termination Date, unless converted into equity by the relevant noteholder, provided that the Super Senior Revolving Facility has been extended in accordance with Clause 9.2 (Extension Option).

“Permitted Security” means:

(a) the Transaction Security and any cash cover for any Ancillary Facility;


	(34)

(b) up until and including the Refinancing Date, any security securing the Existing RCF and the Term Loan B Credit Agreement;

(c) any security created under the Proceeds Account Pledge Agreement (as defined in the Nordic Bonds Terms and Conditions);

(d) any Security created with the prior written consent of the Agent (acting on behalf of the Majority Lenders);

(e) any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

(f) any netting or set-off arrangement entered into by any member of the Group with a Lender or an Affiliate of a Lender or an Acceptable Bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group (including a Multi-account Overdraft) but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors except, in the case of (i) and (ii) above, to the extent such netting, set-off or Security relates to, or is granted in support of, a loan which is not prohibited under the Finance Documents;

(g) any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

(h) any Security or Quasi-Security over or affecting any asset acquired by, or any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset or company;

(ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset or company; and

(iii) the Security or Quasi-Security is removed or discharged within three months of that company becoming a member of the Group;

(i) any Security or Quasi-Security arising under any retention of title (including any extended retention of title (verlängerter Eigentumsvorbehalt)), hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

(j) any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

(k) any Security or Quasi-Security over accounts receivable, inventory and products and proceeds thereof (together with (i) any related deposit accounts and securities accounts and cash, securities and other financial assets credited thereto, (ii) payment intangibles, chattel paper, letter-of-credit rights, supporting obligations and general intangibles, in each case related thereto, and (iii) proceeds of any of the foregoing);


	(35)

(l) any Security or Quasi-Security arising as a consequence of any Finance Lease (as applicable) permitted pursuant to paragraph (o) of the definition of “Permitted Financial Indebtedness” provided that such Security or Quasi-Security is over the asset to which the Finance Lease relates;

(m) any Security or Quasi-Security over goods and documents of title to goods arising in the ordinary course of letter of credit transactions under an Ancillary Facility;

(n) any Security or Quasi-Security over rental deposits arising in the ordinary course of trading in respect of any property leased or licensed by a member of the Group, provided that the deposit does not exceed 12 months’ rent for the relevant property;

(o) any Security or Quasi-Security over bank accounts held with Acceptable Banks granted as part of that Acceptable Bank’s standard terms and conditions;

(p) any Security or Quasi-Security arising as a result of legal proceedings being contested in good faith and which is discharged within 30 days of such Security or Quasi-Security first arising;

(q) any Security or Quasi-Security arising by operation of law in respect of Taxes being contested in good faith;

(r) any Security or Quasi-Security in respect of Financial Indebtedness under export credit agency backed loans permitted pursuant to paragraph (n) of the definition of “Permitted Financial Indebtedness” provided that such Security or Quasi-Security is over the asset(s) to which such export credit agency backed loan relates;

(s) any Security or Quasi-Security arising under the general terms and conditions (Allgemeine Geschäftsbedingungen) of savings banks (Sparkassen) and other financial institutions or similar general terms and conditions of banks and financial institutions with whom any member of the Group maintains a banking relationship in the ordinary course of business;

(t) any Security or Quasi-Security required to be granted under mandatory law in favour of creditors as a consequence of a merger or a conversion permitted under this Agreement (including but not limited to in accordance with sections 22, 204 of German Transformation Act (Umwandlungsgesetz));

(u) any Security or Quasi-Security arising by operation of law under a lease in favour of the relevant third party landlord (including but not limited to any landlord’s pledge (Vermieterpfandrecht));

(v) any Security or Quasi-Security given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV);

(w) any Security or Quasi-Security granted by members of the Group organized in PRC that are not Obligors in respect of PRC Facilities; and

(x) any Security (save in respect of Security or Quasi-Security over (i) Material Intellectual Property or shares in any member of the Group unless otherwise offered to the Lenders and/or (ii) any Charged Property) not permitted by the preceding paragraphs or as a Permitted Transaction securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (a) to (w) above) does not exceed the higher of USD 10,000,000 (or the equivalent in any other currency) and 10% of EBITDA at any time.


	(36)

“Permitted Transaction” means:

(a) subject to Clause 36.2 (All Lender Matters) any transaction consented to by the Agent (acting on behalf of the Majority Lenders);

(b) any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

(c) the solvent liquidation or reorganisation (including but not limited to by way of merger) of any Non-Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group;

(d) the commencement of a solvent reorganisation (including but not limited to by way of merger) of:

(i) an Obligor (other than a Borrower), provided that:

(A) all of its assets remain within the Group and the value or percentage of any minority interest in any Group member held outside the Group is not increased; and

(B) the Lenders maintain substantially similar or equivalent guarantees and security after the reorganisation, or

(ii) a Borrower, provided that:

(A) all of its assets remain within the Group and the value or percentage of any minority interest in any Group member held outside the Group is not increased;

(B) the Lenders maintain substantially similar or equivalent guarantees and security after the reorganisation;

(C) if the reorganisation is a merger, the surviving entity is such, or another, Borrower and provided further that each involved entity is a Borrower in relation to the same Lender(s);

(D) if the reorganisation is a merger involving the Company, the Company is the surviving entity; and

(E) if the reorganisation is a liquidation, dissolution or winding up, the consent of the Agent (acting on the instructions of the Majority Lenders) has been obtained;

(e) a disposal by CEBA of all shares in the Original Borrower to the Company, provided that, prior thereto, a security confirmation agreement (in form and substance satisfactory to the Lenders) is entered into in respect of the Transaction Security provided by CEBA in respect of its shares in the Original Borrower;

(f) the solvent liquidation of CEBA so long as (i) any payments or assets distributed as a result of such liquidation are distributed on a pro rata basis to the Company and any minority shareholder holding shares in CEBA as at the Refinancing Date and (ii) the Original Borrower already is, or becomes as a result of such liquidation, a wholly-owned direct subsidiary of the Company;

(g) shareholder contributions and other contributions of equity, in each case between members of the Group and with or without any new shares being issued; and

(h) in relation to the Company and CEBA, any Permitted Holding Company Activity.


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“Peterborough Facility” means the production facility of the Group located in Peterborough, United Kingdom.

“Peterborough Facility Assets” has the meaning given to it in paragraph (r) of the definition of “Permitted Disposal”.

“PRC” means the People’s Republic of China (excluding, for the avoidance of doubt, the Hong Kong Special Administrative Region of the People’s Republic of China).

“PRC Facilities” means local lines of credit or working capital facilities incurred by members of the Group organized in PRC that are Non-Obligors and that are not guaranteed by any Obligor (or any other Subsidiary of the Company organized outside PRC) or secured by the assets of any Obligor (or any other Subsidiary of the Company organized outside PRC).

“Primary Term Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Published Rate Replacement Event” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Published Rate” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Protected Party” has the meaning given to that term in Clause 15.1 (Definitions).

“Quarter Date” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Quotation Day” means the day specified as such in the applicable Reference Rate Terms.

“Quotation Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

“Quoted Tenor” means in relation to a Primary Term Rate or an Alternative Term Rate, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Rate Supplement” means, in relation to any currency, a document which:

(a) is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b) specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms;

(d) has been made available to the Company and each Finance Party.

“Reference Rate Terms” means, in relation to:

(a) a currency;

(b) a Loan or an Unpaid Sum in that currency;

(c) an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or


	(38)

(d) any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule 11 (Reference Rate Terms) or in any Reference Rate Supplement.

“Refinancing Date” means the date upon which each of the following has occurred:

(a) the disbursement of the proceeds from the Initial Bond Issue from the Proceeds Account (each as defined in the Nordic Bonds Terms and Conditions); and

(b) the prepayment in full of the Term Loan B Facility with such proceeds.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(d) any jurisdiction where it conducts its business.

“Relevant Market” means, the market specified as such in the applicable Reference Rate Terms.

“Relevant Nominating Body” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Relevant Period” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Repeating Representations” means each of the representations set out in Clauses 20.1 (Status) to 20.6 (Governing Law and Enforcement), Clause 20.8 (No Default), paragraph (c) of Clause 20.9 (Financial Statements), Clause 20.10 (Pari Passu Ranking), Clause 20.14 (Anti-corruption law), Clause 20.15 (Sanctions), Clause 20.18 (Legal and beneficial ownership), Clause 20.19 (Shares), Clause 20.26 (U.S. Governmental Regulation) and Clause 20.27 (Investment Company Act).

“Replacement Lender” has the meaning given to that term in Clause 36.8 (Replacement of a Defaulting Lender).

“Replacement Reference Rate” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Reporting Day” means the day (if any) specified as such in the applicable Reference Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.


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“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Restricted Party” means a person, or a person owned or controlled (directly or indirectly) by a person, that is:

(a) listed on any Sanctions List;

(b) located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions or whose government is the subject of country or territory wide Sanctions (including, without limitation, at the date of this Agreement, the so-called Donetsk People’s Republic or so-called Luhansk People’s Republic and Crimea region of Ukraine, Cuba, Iran, North Korea and Syria); or

“Restructuring Costs” has the meaning given to that term in Clause 22.1 (Financial definitions).

“RFR” means the rate specified as such in the applicable Reference Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Reference Rate Terms.

“Rollover Loan” means one or more Loans under the same Super Senior Facility:

(a) made or to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan;

(c) in the same currency as the maturing Loan (unless arising as a result of the operation of Clause 6.2 (Unavailability of a Currency)); and

(d) made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Group whereby the member of the Group transfers such property to a person and the members of the Group leases it from such person, other than leases between any member of the Group.

“Sanctions” means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced from time to time by a Sanctions Authority.

“Sanctions Authority” means:

(a) the Security Council of the United Nations;

(b) The U.S.;

(d) the United Kingdom;


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(e) any country in which a member of the Group is incorporated or in, from or to which it conducts its business; and

(f) the governments and official institutions or agencies of any of paragraphs (a) through (e) above, including OFAC, the Council of the European Union, the United States Department of State and His Majesty’s Treasury.

“Sanctions List” means any list of specifically designated persons or entities (or equivalent) maintained by, or public announcement of Sanctions designation made by a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Secured Party” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agent” has the meaning given to that term in the Intercreditor Agreement.

“Singapore Facility” means the production facility located in Senoko, Singapore and operated by Oatly Singapore Operations & Supply Pte Ltd (reg. no. 201931793R).

“Singapore Facility Assets” has the meaning given to it in paragraph (s) of the definition of “Permitted Disposal”.

“SLL Reference Period” means each Financial Year.

“Specified Time” means a day or time determined in accordance with Schedule 9 (Timetables).

“SPT” means, in relation to each KPI and each SLL Reference Period, the target set out in Schedule 17 (Sustainability Calculations).

“Subordinated Debt” means:

(a) with respect to the Borrowers, any Financial Indebtedness of such Borrower which is by its terms expressly subordinated in right of payment to the Super Senior Facilities; and

(b) with respect to any Guarantor, any Financial Indebtedness of such Guarantor which is by its terms expressly subordinated in right of payment to its guarantee of the Super Senior Facilities, including any Financial Indebtedness arising under any New Company Injection pursuant to paragraph (b) of the definition thereof,

provided that the Unsecured Convertible Notes shall not constitute Subordinated Debt for the purposes of this Agreement.

“Subordinated Financing” means, collectively, any funds provided to the Company pursuant to any security, instrument or agreement, other than common stock, and the net proceeds of which are contributed by the Company to CEBA and by CEBA to the Original Borrower, and that pursuant to its terms:

(a) does not (including upon the happening of any event (other than customary prepayment or redemption events upon the occurrence of a fundamental change)) mature or require any amortization prior to the date falling six months after the Termination Date applicable to the Super Senior Revolving Facility (other than through conversion or exchange of any such security or instrument for common stock);


	(41)

(b) does not (including upon the happening of any event (other than customary prepayment or redemption events upon the occurrence of a fundamental change)) require the payment in cash or otherwise, of interest prior to the date falling six months after the Termination Date applicable to the Super Senior Revolving Facility (provided that interest may accrete while such Subordinated Financing is outstanding and accretion interest may become due upon maturity as permitted by paragraph (a) above or acceleration of maturity and any interest may be satisfied at any time by the issue to the holders thereof of additional Subordinated Financing);

(c) is not secured by Security or any assets of the Company or a Subsidiary and is not guaranteed by any Subsidiary of the Company;

(d) is contractually subordinated and junior in right of payment to the prior payment in full in cash of all obligations (including principal, interest, premium (if any) and additional amounts (if any)) of the Company and the Obligors under the Super Senior Revolving Facility, in each case pursuant to the Intercreditor Agreement; and

(e) is not (including upon the happening of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at the option of the holder, in whole or in part, prior to the date on which the Super Senior Revolving Facility matures other than into or for common stock of the Company.

“Subsidiary” means in relation to any person, any entity which is controlled directly or indirectly by that person and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time, and “control” for this purpose means the direct or indirect ownership of the majority of the voting shares of such entity or the right or ability to direct management to comply with the type of material restrictions and obligations contemplated in this Agreement or to determine the composition of a majority of the board of directors (or like board) of such entity, in each case whether by virtue of ownership of share capital, contract or otherwise.

“Substitute Affiliate Lender” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Substitute Facility Office” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Sustainability Amendment Event” means:

(a) the:

(i) sale, lease, transfer or other disposal of an asset;

(ii) acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(iii) entry into of any amalgamation, demerger, merger, consolidation or corporate restructuring,

by a member of the Group which, in each case, could reasonably be expected to materially affect any KPI and/or any SPT;

(b) the delivery of a Verification Report for any SLL Reference Period that includes details of any information and/or changes referred to in paragraph (d)(ii) of Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report); or


	(42)

(c) a regulatory change or a change in the way performance against any of the KPIs is measured or calculated and in each case which could reasonably be expected to materially affect any KPI and/or any SPT.

“Sustainability Breach” means:

(a) an Obligor does not comply with any Sustainability Provision, provided that no Sustainability Breach will occur under this paragraph (a) if the failure to comply is capable of remedy and is remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the Company or relevant Obligor and (ii) the Company or an Obligor becoming aware of the failure to comply; or

(b) the representation made by an Obligor pursuant to paragraph (e) of Clause 20.16 (No misleading information) is or proves to have been incorrect or misleading when made or deemed to be made and, if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, it is not remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the Company or relevant Obligor and (ii) the Company or an Obligor becoming aware of the misrepresentation.

“Sustainability Compliance Certificate” means a certificate substantially in the form set out in Schedule 16 (Form of Sustainability Compliance Certificate).

“Sustainability Compliance Certificate Inaccuracy” has the meaning given to that term in Clause 21.11 (Sustainability Compliance Certificate Inaccuracy).

“Sustainability Information” means all information (including sustainability performance projections and forecasts) which has been:

(a) provided by or on behalf of a member of the Group to a Finance Party and/or to the Sustainability Coordinator; or

(b) approved by any member of the Group,

solely in connection with, and to the extent it relates to, any Sustainability Compliance Certificate, any Sustainability Report, any Verification Report, a KPI, a SPT, a Calculation Methodology or a Baseline.

“Sustainability Margin Adjustment” has the meaning given to that term in Clause 11.3 (Sustainability Margin Adjustment).

“Sustainability Margin Adjustment Date” has the meaning given to that term in Clause 11.3 (Sustainability Margin Adjustment).

“Sustainability Provisions” means each of paragraph (e) of Clause 20.16 (No misleading information), Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report) to Clause 21.12 (Sustainability Information) (inclusive) and Clause 36.9 (Sustainability amendments).

“Sustainability Report” has the meaning given to that term in Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report).

“Super Senior Facility” means the Super Senior Revolving Facility or any Super Senior Incremental Facility.

“Super Senior Incremental Facility” means a revolving credit facility which may be established and made available under this Agreement as described in Clause 8 (Establishment of Super Senior Incremental Facilities) and is specified in the relevant Super Senior Incremental


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Facility Notice, all or any part of which may be designated as Ancillary Facilities in accordance with Clause 7 (Ancillary Facilities).

“Super Senior Incremental Facility Commitment” means:

(a) in relation to a Lender which is a Super Senior Incremental Facility Lender, the amount in the Base Currency set opposite its name under the heading “Super Senior Incremental Facility Commitment” in the relevant Super Senior Incremental Facility Notice and the amount of any other Super Senior Incremental Facility Commitment relating to the relevant Super Senior Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(b) in relation to a Super Senior Incremental Facility and any other Lender, the amount in the Base Currency of any Super Senior Incremental Facility Commitment relating to that Super Senior Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Super Senior Incremental Facility Conditions Precedent” means, in relation to a Super Senior Incremental Facility any document and other evidence specified as such in the relevant Super Senior Incremental Facility Notice.

“Super Senior Incremental Facility Lender” means, in relation to a Super Senior Incremental Facility, any entity which is listed as such in the relevant Super Senior Incremental Facility Notice.

“Super Senior Incremental Facility Lender Certificate” means a document substantially in the form set out in Schedule 15 (Form of Super Senior Incremental Facility Lender Certificate).

“Super Senior Incremental Facility Loan” means a loan made or to be made under a Super Senior Incremental Facility or the principal amount outstanding for the time being of that loan.

“Super Senior Incremental Facility Majority Lenders” means, in relation to a Super Senior Incremental Facility, a Lender or Lenders whose Super Senior Incremental Facility Commitments relating to that Super Senior Incremental Facility aggregate more than 66⅔ per cent. of the Total Super Senior Incremental Facility Commitments relating to that Super Senior Incremental Facility (or, if those Total Super Senior Incremental Facility Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of those Total Super Senior Incremental Facility Commitments immediately prior to that reduction).

“Super Senior Incremental Facility Notice” means a notice substantially in the form set out in Schedule 14 (Form of Super Senior Incremental Facility Notice).

“Super Senior Incremental Facility Terms” means, in relation to a Super Senior Incremental Facility:

(a) the currency;

(b) the Total Super Senior Incremental Facility Commitments;

(d) the level of commitment fee payable pursuant to Clause 14.1 (Commitment fee) in respect of that Super Senior Incremental Facility;


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(e) the Borrower(s) to which that Super Senior Incremental Facility is to be made available;

(f) the purpose(s) for which all amounts borrowed under that Super Senior Incremental Facility shall be applied pursuant to Clause 3.1 (Purpose);

(g) the Availability Period;

(h) any Super Senior Incremental Facility Conditions Precedent; and

(i) the Termination Date,

each as specified in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

“Super Senior Facility Commitment” means a Super Senior Revolving Facility Commitment and any Super Senior Incremental Facility Commitments under a Super Senior Incremental Facility.

“Super Senior Revolving Facility” means the revolving loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Super Senior Revolving Facility Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Part 2 of Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(b) in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Super Senior Revolving Facility Loan” means a loan made or to be made under the Super Senior Revolving Facility or the principal amount outstanding for the time being of that loan.

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“Tangible Assets” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Tangible Solvency Ratio” has the meaning given to that term in Clause 22.1 (Financial definitions).

“TARGET Day” means any day on which T2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Term Loan B Credit Agreement” means the credit agreement originally dated 18 April 2023 (as amended, amended and restated, and/or supplemented from time to time, including pursuant to amendment no. 5 dated 11 February 2025) entered into between, among others, the Company as Parent, CEBA as Holdings, the Original Borrower as Swedish Borrower, Oatly Inc. as U.S. Borrower and J.P. Morgan SE as Sole and Exclusive Lead Arranger, Sole and Exclusive Physical Bookrunner and Administrative Agent and Wilmington Trust (London) Limited as Security Agent (each defined term as defined therein).


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“Term Loan B Facility” has the meaning given to the term “Initial Term Facility” in the Term Loan B Credit Agreement.

“Termination Date” means:

(a) in relation to the Super Senior Revolving Facility, subject to Clause 9.2 (Extension Option), the Original Termination Date; and

(b) in relation to a Super Senior Incremental Facility, subject to Clause 9.2 (Extension Option), the date specified as such in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

“Term Rate Currency” means:

(a) euro and SEK; and

(b) any currency specified as such in a Reference Rate Supplement relating to that currency,

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

“Term Rate Loan” means any Loan or, if applicable, Unpaid Sum in a Term Rate Currency to the extent that it is not, or has not become a “Compounded Rate Loan” for its then current Interest Period pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate).

“Term Reference Rate” means, in relation to a Term Rate Loan:

(a) the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate),

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

“Total Assets” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Commitments” means the aggregate of the Aggregate Total Super Senior Incremental Facility Commitments and the Total Super Senior Revolving Facility Commitments, being SEK 750,000,000 at the date of this Agreement.

“Total Liabilities” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Net Debt” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Net Leverage Ratio” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Super Senior Incremental Facility Commitments” means, in relation to a Super Senior Incremental Facility, the aggregate of the Super Senior Incremental Facility Commitments relating to that Super Senior Incremental Facility.

“Total Super Senior Revolving Facility Commitments” means the aggregate of the Super Senior Revolving Facility Commitments, being SEK 750,000,000 at the date of this Agreement.

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group.


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“Transaction Costs” means all fees, costs and expenses and stamp, transfer, registration, notarial and other taxes incurred by a member of the Group directly or indirectly in connection with the Finance Documents, the Nordic Bonds (including any issue and any admission to trading thereof), the Unsecured Convertible Notes, the refinancing of the Term Loan B Facility and any hedging costs incurred by way of one-off payments incurred in implementing any hedging strategy.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents” means each of the documents listed as being Transaction Security Documents in Schedule 2 (Conditions Precedent) together with any other document entered into by any Obligor or any other security provider creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Original Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Transfer Certificate; and

(b) the date on which the Agent executes the relevant Transfer Certificate.

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Unannualised Cumulative Compounded Daily Rate” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Charged Property.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Unsecured Convertible Notes” means:

(a) the Company’s 9.25% Convertible Senior PIK Notes due 2028, issued on 23 March 2023 pursuant to that certain Investment Agreement dated as of 14 March 2023 by and among the Company and certain purchasers thereof;

(b) the Company’s 9.25% Convertible Senior PIK Notes due 2028, issued on 18 April 2023 pursuant to that certain Subscription Agreement dated as of 14 March 2023 by and among the Company and certain purchasers thereof; and

(c) the Company’s 9.25% Convertible Senior PIK Notes due 2028, issued pursuant to that certain Investment Agreement dated as of 9 May 2023 by and among the Company and a certain purchaser thereof,

up to an aggregate outstanding principal amount as of any date not to exceed $335,000,000 plus any capitalized or “paid-in-kind” interest accruing thereon, and including any replacement notes issued as part of any exchange.


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“Unsecured Convertible Stub Notes” means, if the Super Senior Revolving Faciliy has been extended in accordance with Clause 9.2 (Extension Option), all outstanding Unsecured Convertible Notes (including any capitalised PIK interest and “paid-in-kind” interest accruing thereon) that have a maturity date falling earlier than three (3) months after the Final Maturity Date (as defined in the Nordic Bonds Terms and Conditions), provided that the aggregate outstanding principal amount of such Unsecured Convertible Notes is equal to or less than USD 50,000,000 (for the avoidance of doubt, disregarding for such purposes any PIK interest accruing thereon after such date).

“US”, “U.S.” and “United States” means the United States of America.

“US Obligor” means any Obligor that is incorporated or otherwise treated as a resident for US federal income tax purposes in the United States, any State thereof or the District of Columbia.

“US Tax Form” means, as applicable:

(a) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable;

(b) an IRS Form W-8ECI;

(d) any other IRS form establishing an exemption from backup withholding of US federal income tax on payments to that person under this Agreement,

which, in each case, may be provided under cover of, if required to establish such an exemption, an IRS Form W-8IMY in respect of its beneficial owners, if applicable.

“Utilisation” means a utilisation of a Super Senior Facility by way of a Loan.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112, as amended) and any national legislation implementing EC Directive 2006/112 or any predecessor to it or supplemental to EC Directive 2006/112; and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“Verification Report” has the meaning given to that term in Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report).

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “Agent”, the “Arrangers”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party” or the “Security Agent” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being


	(48)

appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Original Borrower and the Agent;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) “disposal” shall include any sale, transfer, license, lease or other disposition in any form;

(v) a Lender’s “cost of funds” in relation to its participation in a Loan, or the Agent’s “cost of funds” in relation to funding any other amount (which shall be determined as if such amount were a Loan provided to the relevant person) is a reference to the average cost (determined either on an actual or a notional basis) which that Lender or Agent (as applicable) would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(vi) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;

(vii) a “group of Lenders” includes all the Lenders;

(viii) “guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(ix) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xi) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xii) a provision of law is a reference to that provision as amended or re-enacted from time to time; and

(xiii) a time of day is a reference to Stockholm time.

(b) Section, Clause and Schedule headings are for ease of reference only.


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(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.

(e) A Sustainability Breach is “continuing” if it has not been remedied or waived.

(f) A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i) any replacement page of that information service which displays that rate; and

(ii) the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Company.

(g) A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(h) Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

(i) Schedule 11 (Reference Rate Terms); or

(ii) any earlier Reference Rate Supplement.

(i) A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i) Schedule 12 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 13 (Cumulative Compounded RFR Rate), as the case may be; or

(ii) any earlier Compounding Methodology Supplement.

(j) The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(k) A Borrower providing “cash cover” for an Ancillary Facility means a Borrower paying an amount in the currency of the Ancillary Facility to an interest-bearing account and the following conditions being met:

(i) either:

(A) the account is in the name of the Borrower and is with the Ancillary Lender for which that cash cover is to be provided until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; or

(B) the account is in the name of the Ancillary Lender for which that cash cover is to be provided; and


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(ii) the Borrower has executed documentation in form and substance satisfactory to the Finance Party (in each case acting reasonably) for which that cash cover is to be provided, creating a first ranking security interest, or other collateral arrangement, in respect of the amount of that cash cover.

(l) A Borrower “repaying” or “prepaying” Ancillary Outstandings means:

(i) that Borrower providing cash cover in respect of the Ancillary Outstandings;

(ii) the maximum amount payable under the Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii) the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility,

and the amount by which the Ancillary Outstandings are, repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover, reduction or cancellation.

(m) An amount borrowed includes any amount utilised under an Ancillary Facility.

(n) The “Security Agent” has been appointed as the “Security Agent” for the purposes of the Intercreditor Agreement.

(o) For the purpose of determining whether any person is “wholly owned” in this Agreement, the minority shareholdings held by individuals in CEBA as at the date of this Agreement shall be disregarded.

1.3 Intercreditor Agreement

This Agreement is subject to, and has the benefit of, the Intercreditor Agreement. In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

1.4 Currency Symbols and Definitions

(a) “SEK” denotes the lawful currency of Sweden, “$”, “USD” and “dollars” denote the lawful currency of the United States of America,“£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom and “€”, “EUR” and “euro” denote the single currency of the Participating Member States.

(b) “Dollar Amount” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Agent, at such time on the basis of the Agent’s Spot Rate of Exchange for the purchase of Dollars with such other currency.

(c) Except for purposes of financial statements delivered by Obligors hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Finance Documents shall be such Dollar Amount as so determined by the Agent; provided that if any basket is exceeded solely as a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.


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Section 2
The Facility

2. The Facility

2.1 The Super Senior Revolving Facility

(a) Subject to the terms of this Agreement the Lenders make available to the Borrowers a multicurrency revolving loan facility in an aggregate amount equal to the Total Super Senior Revolving Facility Commitments.

(b) Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make all or part of its Super Senior Revolving Facility Commitment available to any Borrower as an Ancillary Facility.

2.2 Super Senior Incremental Facilities

One or more Super Senior Incremental Facilities may be established and made available pursuant to Clause 8 (Establishment of Super Senior Incremental Facilities).

2.3 Increase

(a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with 10.7 (Right of cancellation in relation to a Defaulting Lender); or

(ii) the Commitments of a Lender in accordance with:

(A) Clause 10.1 (Illegality); or

(B) paragraph (a) of Clause 10.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender),

request that the Commitments relating to any Super Senior Facility be increased (and the Commitments relating to that Super Senior Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments relating to that Super Senior Facility so cancelled as follows:

(i) the increased Commitments will be assumed by one or more Eligible Institutions (each an “Increase Lender”) each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(ii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(iii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase


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Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(iv) the Commitments of the other Lenders shall continue in full force and effect; and

(v) any increase in the Commitments relating to a Super Senior Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

(b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

(c) The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender.

(d) An increase in the Commitments relating will only be effective if the Increase Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement.

(e) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

(f) The Company shall, within five days of demand, pay the Agent the amount of all costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.3.

(g) The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.4 (Transfer Fee) if the increase was a transfer pursuant to Clause 25.6 (Procedure for Transfer) and if the Increase Lender was a New Lender.

(h) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(i) Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(j) Clause 25.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

(i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii) the “New Lender” were references to that “Increase Lender”; and


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(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.4 Finance Parties’ Rights and Obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Super Senior Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.5 Obligors’ Agent

(a) Each Obligor (other than the Original Borrower) by its execution of this Agreement or the Guarantee and Adherence Agreement irrevocably appoints the Original Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Original Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to agree any Super Senior Incremental Facility Terms and to deliver any Super Senior Incremental Facility Notice, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Original Borrower,

(b) and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(c) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.


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(d) For the purpose of paragraph (a) above, each German Obligor releases the Original Borrower to the fullest extent legally possible from the restrictions of section 181 of the German Civil Code and any similar restrictions on self-dealing or multi-representation under any other applicable law.

3. Purpose

3.1 Purpose

(a) Each Borrower shall apply all amounts borrowed by it under the Super Senior Revolving Facility towards the general corporate purposes and direct or indirect financing or refinancing of the working capital of the Group including for Permitted Acquisitions and capital expenditure (and including in each such case (i) purchase price consideration (including, for the avoidance of doubt, deferred purchase price and earn-outs) and (ii) the refinancing of existing indebtedness outstanding in any target company or in respect of any asset acquired and (iii) the payment of fees, costs (including but not limited to Transaction Costs incurred in connection with the Finance Documents including, for the avoidance of doubt, the fees referred to in Clause 14 (Fees)) and expenses incurred in connection therewith (but not, in the case of any utilisation of any Ancillary Facility, towards prepayment of any Super Senior Revolving Facility Loan)).

(b) Each Borrower shall apply all amounts borrowed by it under a Super Senior Incremental Facility for the purpose(s) specified in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. Conditions of Utilisation

4.1 Initial Conditions Precedent

(a) No Borrower may deliver a Utilisation Request unless the Agent has received, or waived the receipt of or is satisfied that it will receive (acting on the instructions of all Lenders), all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

(c) The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Super Senior Incremental Facility Loan if on or before the Utilisation Date for that Loan, the Agent has received, waived the receipt of or is satisfied that it will receive all of the Super Senior Incremental Facility Conditions Precedent relating to the relevant Super Senior Incremental Facility (if any) in form and substance satisfactory to the Agent (acting reasonably). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.


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(d) Other than to the extent that the Super Senior Incremental Facility Majority Lenders under the relevant Super Senior Incremental Facility notify the Agent in writing to the contrary before the Agent gives a notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further Conditions Precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) in the case of a Rollover Loan and any other Loan, no Event of Default is continuing or would result from the proposed Loan; and

(b) the Repeating Representations to be made by each Obligor are true in all material respects (or, to the extent a materiality test applies, all respects).

4.3 Conditions Relating to Optional Currencies

(a) A currency will constitute an Optional Currency in relation to a Loan if:

(i) it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency at the Specified Time and on the Utilisation Date for that Loan;

(ii) it is EUR, GBP or USD or has been approved by the Agent (acting on the instructions of all the Lenders participating in the Super Senior Revolving Facility) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan; and

(iii) there are Reference Rate Terms for that currency.

(b) If the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Company by the Specified Time:

(i) whether or not the Lenders have granted their approval; and

(ii) if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

4.4 Maximum Number of Loans

(a) A Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation:

(i) 20 or more Super Senior Revolving Facility Loans would be outstanding; or

(ii) more than any maximum number of Super Senior Incremental Facility Loans as agreed with the Agent and the relevant Super Senior Incremental Facility Lender(s) (acting in their sole discretion) would be outstanding.

(a) Any Loan made by a single Lender under Clause 6.2 (Unavailability of a Currency) shall not be taken into account in this Clause 4.4.


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Section 3
Utilisation

5. Utilisation

5.1 Delivery of a Utilisation Request

A Borrower (or the Company on its behalf) may utilise a Super Senior Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Super Senior Facility to be utilised;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Super Senior Facility;

(iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount); and

(iv) the proposed Interest Period complies with Clause 12 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and Amount

(a) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b) The amount of the proposed Loan must be:

(i) if the currency selected is the Base Currency, a minimum of SEK 50,000,000 or, if less, the Available Facility; or

(ii) if the currency selected is EUR, a minimum of EUR 5,000,000 or, if less, the Available Facility; or

(iii) if the currency selected is GBP, a minimum of GBP 5,000,000 or, if less, the Available Facility; or

(iv) if the currency selected is USD, a minimum of USD 5,000,000 or, if less, the Available Facility; or

(v) if the currency selected is an Optional Currency other than EUR, GBP or USD, the minimum amount (and, if required, integral multiple) specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions Relating to Optional Currencies) or, if less, the Available Facility; or

(vi) a minimum amount agreed with the Agent and the relevant Super Senior Incremental Facility Lender(s) for any Super Senior Incremental Facility; and

(vii) in any event such that its Base Currency amount is less than or equal to the Available Facility.


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5.4 Lenders’ Participation

(a) If the conditions set out in this Agreement have been met and subject to Clause 9 (Repayment) each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office (or in accordance with Clause 5.5 (Lender Affiliates and Facility Office) below).

(b) Other than as set out in paragraph (c) below, the amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) If a Super Senior Revolving Facility Loan is made to repay Ancillary Outstandings, each Lender’s participation in that Utilisation will be in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Super Senior Revolving Facility Loan then outstanding bearing the same proportion to the aggregate amount of the Super Senior Revolving Facility Loan then outstanding as its Super Senior Revolving Facility Commitment bears to the Total Commitments.

(d) The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause ‎30.1 (Payments to the Agent), in each case by the Specified Time.

5.5 Lender Affiliates and Facility Office

(a) In respect of a Loan or Loans to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the Company):

(i) a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or

(ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”).

(b) A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 18 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender.

(c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent, the Security Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

(d) Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.


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(e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Company provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

(f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 5.5, the provisions of Clause 25.3(b)(ii) (Other Conditions of Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

5.6 Cancellation of Commitment

(a) The Super Senior Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

(b) The Super Senior Incremental Facility Commitments relating to a Super Senior Incremental Facility which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for that Super Senior Incremental Facility.

6. Optional Currencies

6.1 Selection of Currency

A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Loan in a Utilisation Request.

6.2 Unavailability of a Currency

If before the Specified Time:

(a) a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b) a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

6.3 Participation in a Loan

Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ Participation).


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7. Ancillary Facilities

7.1 Type of Facility

An Ancillary Facility may be by way of:

(a) an overdraft facility;

(b) a guarantee, bonding, documentary or stand-by letter of credit facility;

(d) a derivatives facility;

(e) a foreign exchange facility; or

(f) any other facility or accommodation required in connection with the business of the Group and which is agreed by the Company with an Ancillary Lender.

7.2 Availability

(a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide all or part of its Super Senior Facility Commitment as an Ancillary Facility.

(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:

(i) a notice in writing of the establishment of an Ancillary Facility and specifying:

(A) the proposed Borrower(s) (or Affiliates of a Borrower nominated pursuant to Clause 7.9 (Affiliates of Borrowers) that are wholly owned members of the Group) which may use the Ancillary Facility;

(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;

(D) the proposed Ancillary Lender;

(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, in the case of a Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and

(F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and

(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.

(c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.


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(d) Subject to compliance with paragraph (b) above:

(i) the Lender concerned will become an Ancillary Lender; and

(ii) the Ancillary Facility will be available,

with effect from the date agreed by the Company and the Ancillary Lender.

7.3 Terms of Ancillary Facilities

(a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.

(b) Those terms:

(i) must be based upon normal commercial terms at that time (except as varied by this Agreement);

(ii) may allow only Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 7.9 (Affiliates of Borrowers)) to use the Ancillary Facility;

(iii) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

(iv) may not allow the margin for utilisations under any Ancillary Facility to exceed the applicable Margin in respect of the relevant Super Senior Facility;

(v) may not allow a Lender’s Ancillary Commitment to exceed that Lender’s Available Commitment relating to the relevant Super Senior Facility (before taking into account the effect of the Ancillary Facility on that Available Commitment); and

(vi) must require that the Ancillary Commitment is reduced to zero, and that all Ancillary Outstandings are repaid not later than the Termination Date applicable to the relevant Super Senior Facility (or such earlier date as the relevant Super Senior Facility Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).

(c) If there is any inconsistency between any term of an Ancillary Facility and any terms of this Agreement, this Agreement shall prevail, and any matters regulated in this Agreement (including, but not limited to, information undertakings, representations, assignment rights, prepayment, cancellation and termination, utilisation, increased costs and fees) shall be deemed to be exclusively and completely regulated in this Agreement in relation to any Ancillary Facility, in each case except for:

(i) Clause 33.3 (Day Count Convention and interest calculation) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility;

(ii) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts; and

(iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

(d) Interest, commission and fees on Ancillary Facilities are dealt with in Clause 14.4 (Interest, commission and fees on Ancillary Facilities).


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7.4 Repayment of Ancillary Facility

(a) An Ancillary Facility shall cease to be available on the Termination Date applicable to the relevant Super Senior Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero.

(c) No Ancillary Lender may demand repayment or prepayment of any Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility unless:

(i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings;

(ii) the Total Commitments under the relevant Super Senior Facility have been cancelled in full or all outstanding Utilisations under the relevant Super Senior Facility have become due and payable in accordance with the terms of this Agreement or the relevant Super Senior Incremental Facility (as applicable);

(iii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility (or it becomes unlawful for any Affiliate of the Ancillary Lender to do so); or

(iv) both:

(A) the Available Commitments relating to a Super Senior Facility; and

(B) the notice of the demand given by the Ancillary Lender,

would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings in full by way of a Loan utilised under the relevant Super Senior Facility.

(d) If a Loan under the relevant Super Senior Facility is made to repay Ancillary Outstandings in full, the relevant Ancillary Commitment shall be reduced to zero.

7.5 Limitation on Ancillary Outstandings

Each Borrower shall procure that:

(a) the Ancillary Outstandings under any Ancillary Facility shall not exceed the Ancillary Commitment applicable to that Ancillary Facility; and

(b) in relation to a Multi-account Overdraft:

(i) the Ancillary Outstandings shall not exceed the Designated Net Amount applicable to that Multi-account Overdraft; and

(ii) the Gross Outstandings shall not exceed the Designated Gross Amount applicable to that Multi-account Overdraft.


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7.6 Adjustment for Ancillary Facilities upon acceleration

(a) In this Clause 7.6:

(i) “Revolving Outstandings” means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of:

(A) its participation in each Loan then outstanding (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender under that Super Senior Facility); and

(B) if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary Lender (or by its Affiliate) (together with the aggregate amount of all accrued interest, fees and commission owed to it (or to its Affiliate) as an Ancillary Lender in respect of the Ancillary Facility); and

(ii) “Total Revolving Outstandings” means the aggregate of all Revolving Outstandings.

(b) If the Agent exercises any of its rights under Clause 24.15 (Acceleration) (other than declaring Utilisations to be due on demand), each Lender and each Ancillary Lender shall (subject to paragraph (g) below) promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings) their claims in respect of amounts outstanding to them under the Super Senior Facilities and each Ancillary Facility to the extent necessary to ensure that after such transfers the Revolving Outstandings of each Lender bear the same proportion to the Total Revolving Outstandings as such Lender’s Super Senior Facility Commitment bears to the Total Commitments, each as at the date the Agent exercises the relevant right(s) under Clause 24.15 (Acceleration).

(c) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (b) above, then each Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

(d) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Clause 7.6 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings (less any accrued interest, fees and commission to which the transferor will remain entitled to receive notwithstanding that transfer, pursuant to Clause 25.11 (Pro Rata Interest Settlement)).

(e) Prior to the application of the provisions of paragraph (b) above, an Ancillary Lender that has provided a Multi-account Overdraft shall set-off any Available Credit Balance on any account comprised in that Multi-account Overdraft.

(f) All calculations to be made pursuant to this Clause 7.6 shall be made by the Agent based upon information provided to it by the Lenders and Ancillary Lenders and the Agent’s Spot Rate of Exchange.


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(g) This Clause 7.6 shall not oblige any Lender to accept the transfer of a claim relating to an amount outstanding under an Ancillary Facility which is not denominated (pursuant to the relevant Finance Document) in either the Base Currency, a currency which has been an Optional Currency for the purpose of any Super Senior Facility Utilisation or in another currency which is acceptable to that Lender.

7.7 Information

Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.

7.8 Affiliates of Lenders as Ancillary Lenders

(a) Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Lender. In such case, the Lender and its Affiliate shall be treated as a single Lender whose (as applicable):

(i) Super Senior Revolving Facility Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 (The Original Lenders);

(ii) Super Senior Incremental Facility Commitment is the amount set out opposite the relevant Lender’s name in the relevant Super Senior Incremental Facility Notice,

and/or in each case, together with the amount of any Super Senior Revolving Facility Commitment or Super Senior Incremental Facility Commitment (as applicable) transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement.

(b) The Company shall specify any relevant Affiliate of a Lender in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause 7.2 (Availability).

(c) An Affiliate of a Lender which becomes an Ancillary Lender shall accede to the Intercreditor Agreement as an Ancillary Lender.

(d) If a Lender transfers all of its rights and obligations to a New Lender, its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.

(e) Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

7.9 Affiliates of Borrowers

(a) Subject to the terms of this Agreement, an Affiliate of a Borrower may with the approval of the relevant Lender become a borrower with respect to an Ancillary Facility.

(b) The Company shall specify any relevant Affiliate of a Borrower in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause 7.2 (Availability).


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(c) If a Borrower ceases to be a Borrower under this Agreement in accordance with Clause 26.3 (Resignation of a Borrower), its Affiliate shall cease to have any rights under this Agreement or any Ancillary Document.

(d) Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.

(e) Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Document.

7.10 Super Senior Revolving Facility Commitment amounts

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its:

(a) Super Senior Revolving Facility Commitment is not less than:

(i) its Ancillary Commitment made available using its Super Senior Revolving Facility Commitment; or

(ii) the Ancillary Commitment of its Affiliate made available using its Super Senior Revolving Facility Commitment; and

(b) Super Senior Incremental Facility Commitment is not less than:

(i) its Ancillary Commitment made available using its Super Senior Incremental Facility Commitment; or

(ii) the Ancillary Commitment of its Affiliate made available using its Super Senior Incremental Facility Commitment.

7.11 Amendments and Waivers – Ancillary Facilities

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7). In such a case, Clause 36 (Amendments and Waivers) will apply.

7.12 Rollover to Ancillary Facilities

(a) For the purpose of this Clause 7.12, “Relevant Instrument” means each of the following:

(i) the agreement for multicurrency functionality with a SEK 30,000,000 credit facility for global cashpool originally dated 3 December 2019 with credit number 956742-1 between the Original Borrower and Nordea Bank Abp, filial i Sverige;

(ii) the EUR 23,728 guarantee with guarantee no. 201025761496 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(iii) the NOK 700,000 guarantee with guarantee no. 201025771564 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;


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(iv) the EUR 170,000 guarantee with guarantee no. 201025761487 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(v) the SEK 4,000,000 guarantee with guarantee no. 201024064279 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(vi) the EUR 19,047 guarantee with guarantee no. 201025761502 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(vii) the EUR 1,900,000 guarantee with guarantee no. 202025134459 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower; and

(viii) the SEK 1,641,710 guarantee with guarantee no. 201025762556 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower.

(b) With effect from the date on which the Agent has given the notification referred to in paragraph (a) of Clause 4.1 (Initial Conditions Precedent) (the “Rollover Ancillary Effective Date”), the Relevant Instruments will be deemed to be issued under separate Ancillary Facilities to be established under the Super Senior Revolving Facility and each Relevant Instrument shall be treated as outstanding under an Ancillary Facility for all purposes under the Super Senior Revolving Facility and the ancillary documents evidencing the Relevant Instrument shall be designated as “Ancillary Documents” for the purposes of this Agreement, provided that the relevant entity that is the borrower of the Relevant Instrument or on whose behalf it has been issued will be approved as an Affiliate of a Borrower by the Ancillary Lender providing such Relevant Instrument in accordance with Clause 7.9 (Affiliates of Borrowers), prior to the Rollover Ancillary Effective Date.

(c) With effect from the Rollover Ancillary Effective Date, the Lender concerned (or as the case may be, the Affiliate of the Lender concerned) shall (unless it is already an Ancillary Lender) become an Ancillary Lender in accordance with this Agreement with respect to each Relevant Instrument issued, undertaken or made by it.

(d) The Ancillary Facilities established by the operation of this Clause 7.12 shall be accounted for before any other Super Senior Revolving Facility Loan under the Super Senior Revolving Facility.

(e) The Ancillary Commitment for each Ancillary Facility established by the operation of this Clause 7.12 not denominated in the Base Currency shall be calculated using the Agent’s Spot Rate of Exchange on the Rollover Ancillary Effective Date.

8. Establishment of Super Senior Incremental Facilities

8.1 Super Senior Incremental Facility Lenders

Only an entity which is an Eligible Institution may be a Super Senior Incremental Facility Lender.

8.2 Delivery of Super Senior Incremental Facility Notice

(a) The Company and each relevant Super Senior Incremental Facility Lender may request the establishment of a Super Senior Incremental Facility by the Company delivering to the Agent a duly completed Super Senior Incremental Facility Notice not later than 15 Business Days prior to the proposed Establishment Date specified in that Super Senior Incremental Facility Notice.

(b) No Super Senior Incremental Facility Notice may be delivered after the date falling one (1) month prior to the Termination Date of the Super Senior Revolving Facility.


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8.3 Completion of a Super Senior Incremental Facility Notice

(a) Each Super Senior Incremental Facility Notice is irrevocable and will not be regarded as having been duly completed unless:

(i) it sets out the Super Senior Incremental Facility Terms applicable to the Super Senior Incremental Facility to which it relates;

(ii) each of:

(A) the Super Senior Incremental Facility Terms applicable to that Super Senior Incremental Facility;

(B) the Margin applicable to that Super Senior Incremental Facility; and

comply with Clause 8.5 (Restrictions on Super Senior Incremental Facility Terms and fees); and

(iii) the Super Senior Incremental Facility Lenders set out in that Super Senior Incremental Facility Notice comply with Clause 8.1 (Super Senior Incremental Facility Lenders).

(b) Only one (1) Super Senior Incremental Facility may be requested in a Super Senior Incremental Facility Notice.

8.4 Maximum number of Super Senior Incremental Facilities

The Company may not deliver a Super Senior Incremental Facility Notice if as a result of the establishment of the proposed Super Senior Incremental Facility four or more Super Senior Incremental Facilities would have been established under this Agreement.

8.5 Restrictions on Super Senior Incremental Facility Terms and fees

(a) Size: The Aggregate Total Super Senior Incremental Facility Commitments shall not exceed:

(i) prior to 30 September 2027, SEK 250,000,000; and

(ii) on and after 30 September 2027, SEK 750,000,000.

(b) Margin/Yield: For the life of the Super Senior Revolving Facility, the all-in yield (including in the form of interest rate, margins, original issue discount, upfront fees and index floors (but only to the extent that an increase in the interest rate floor with respect to such Financial Indebtedness or tranches of the Super Senior Facilities, as the case may be, would cause an increase in the interest rate then in effect at the time of determination) or otherwise, in each case payable by the borrower thereunder generally to lenders, provided that OID and upfront fees shall be equated to a fixed interest rate or margin (based on a three (3) year average life to maturity or lesser remaining life to maturity), and shall include arrangement fees, structuring fees, syndication fees, ticking fees, commitment fees, unused line fees, underwriting fees and any amendment and similar fees (regardless of whether paid in whole or in part to the relevant lenders) and excluding the effect of any fluctuation in Term Reference Rate, payable in respect of any Super Senior Incremental Facility is not more than one per cent. higher than the all-in yield (determined on the same basis) under the Super Senior Revolving Facility.


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(d) Purpose: Same as for the Super Senior Revolving Facility.

(e) Availability: The Availability Period for any Super Senior Incremental Facility shall be until the date falling one month from the Termination Date applicable to the Super Senior Incremental Facility.

(f) No procurement of breach: Satisfaction of any Super Senior Incremental Facility Conditions Precedent shall not breach any term of any Finance Document.

(g) Type of facility: A Super Senior Incremental Facility shall be a revolving credit facility.

(h) Currency: A Super Senior Incremental Facility shall be available in euro, GBP, SEK, USD and any other currency approved by all Lenders participating in the relevant Super Senior Incremental Facility.

(i) Tenor: The Termination Date of a Super Senior Incremental Facility shall be no earlier than the Termination Date applicable to the Super Senior Revolving Facility as at the date on which that Super Senior Incremental Facility is established.

8.6 Conditions to establishment

(a) The Company shall first offer the Lenders the opportunity to participate in a Super Senior Incremental Facility pro rata to their share of the Total Commitments and shall allow the Lenders not less than 15 Business Days to respond to that offer. If one or more Lenders opts not to participate that Lender’s share shall be offered to the other Lenders pro rata, allowing such Lenders not less than 15 Business Days to respond to that offer.

(b) The Company can offer any entity approved by all Lenders or an Eligible Institution the opportunity to participate in the relevant Super Senior Incremental Facility provided that the Company offers the Lenders a right to match any quote provided by such bank or financial institution.

(c) No consent of any Lender is required to establish a Super Senior Incremental Facility which otherwise complies with the terms of this Agreement, other than the consent of the Lender(s) that commit(s) to provide each such Super Senior Incremental Facility.

(d) No Lender shall have any obligation to participate in a Super Senior Incremental Facility, any decision by a Lender to participate in a Super Senior Incremental Facility shall be made in its sole discretion, and a lack of response by a Lender within 15 Business Days of the Company’s offer shall be deemed to be a rejection of such request.

(e) The establishment of a Super Senior Incremental Facility will only be effected in accordance with Clause 8.7 (Establishment of Super Senior Incremental Facility) if:

(i) on the date of the Super Senior Incremental Facility Notice and on the Establishment Date:

(A) no Event of Default is continuing or would result from the establishment of the proposed Super Senior Incremental Facility;

(B) the Repeating Representations to be made by each Obligor are true in all material respects (or, to the extent a materiality test applies, all respects);


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(ii) each Super Senior Incremental Facility Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement;

(iii) each Super Senior Incremental Facility Lender delivers a Super Senior Incremental Facility Lender Certificate to the Agent and the Company; and

(iv) the Agent has received in form and substance satisfactory to it (acting reasonably) such documents (if any) as are reasonably necessary as a result of the establishment of that Super Senior Incremental Facility to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents.

(f) The Agent shall notify the Company and the Lenders promptly upon being satisfied under paragraph (e)(iii) above.

(g) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (f) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

8.7 Establishment of Super Senior Incremental Facility

(a) If the applicable conditions set out in this Agreement have been met the establishment of a Super Senior Incremental Facility is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Super Senior Incremental Facility Notice. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Super Senior Incremental Facility Notice appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Super Senior Incremental Facility Notice.

(b) The Agent shall only be obliged to execute a Super Senior Incremental Facility Notice delivered to it by the Company once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the establishment of the relevant Super Senior Incremental Facility.

(i) subject to the terms of this Agreement the Super Senior Incremental Facility Lenders make available a Base Currency facility in an aggregate amount equal to the Total Super Senior Incremental Facility Commitments specified in the Super Senior Incremental Facility Notice which will be available to the Borrowers specified in the Super Senior Incremental Facility Notice;

(ii) each Super Senior Incremental Facility Lender shall assume all the obligations of a Lender corresponding to the Super Senior Incremental Facility Commitment (the “Assumed Super Senior Incremental Facility Commitment”) specified opposite its name in the Super Senior Incremental Facility Notice as if it had been an Original Lender in respect of that Super Senior Incremental Facility Commitment;


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(iii) each of the Obligors and each Super Senior Incremental Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and that Super Senior Incremental Facility Lender would have assumed and/or acquired had that Super Senior Incremental Facility Lender been an Original Lender in respect of the Assumed Super Senior Incremental Facility Commitment;

(iv) each Super Senior Incremental Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Super Senior Incremental Facility Lender and those Finance Parties would have assumed and/or acquired had the Super Senior Incremental Facility Lender been an Original Lender in respect of the Assumed Super Senior Incremental Facility Commitment; and

(v) each Super Senior Incremental Facility Lender shall become a Party as a “Lender”.

8.8 Notification of establishment

The Agent shall, as soon as reasonably practicable after the establishment of a Super Senior Incremental Facility notify the Company and the Lenders of that establishment and the Establishment Date of that Super Senior Incremental Facility.

8.9 Super Senior Incremental Facility fees

(a) The Company shall pay to the Agent (for its own account) a fee in the amount and at the time agreed in a Fee Letter.

(b) Subject to Clause 8.5 (Restrictions on Super Senior Incremental Facility Terms and fees) the Company may:

(i) pay to any Super Senior Incremental Facility Lender under a Super Senior Incremental Facility a fee in the amount and at the times agreed between the Company and that Super Senior Incremental Facility Lender in a Fee Letter; and

(ii) pay to any arranger of any Super Senior Incremental Facility a fee in the amount and at the times agreed between the Company and that arranger in a Fee Letter.

8.10 Super Senior Incremental Facility costs and expenses

The Company shall, within five days of demand, pay the Agent the amount of all costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) reasonably incurred by it in connection with the establishment of a Super Senior Incremental Facility under this Clause 8.

8.11 Prior amendments binding

Each Super Senior Incremental Facility Lender, by executing a Super Senior Incremental Facility Notice, confirms for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the establishment of the Super Senior Incremental Facility requested in that Super Senior Incremental Facility Notice became effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.


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8.12 Limitation of responsibility

Clause 25.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 8 in relation to any Super Senior Incremental Facility Lender as if references in that Clause to:

(a) an “Existing Lender” were references to all the Lenders immediately prior to the Establishment Date;

(b) the “New Lender” were references to a “Super Senior Incremental Facility Lender”; and


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Section 4
Repayment, Prepayment and Cancellation

9. Repayment

9.1 Repayment of Loans

(a) Each Borrower which has drawn a Super Senior Revolving Facility Loan shall repay that Loan on the last day of its Interest Period.

(b) Without prejudice to each Borrower’s obligation under paragraph (a) above, if:

(i) one or more Super Senior Revolving Facility Loans are to be made available to a Borrower:

(A) on the same day that a maturing Super Senior Revolving Facility Loan is due to be repaid by that Borrower;

(B) in the same currency as the maturing Super Senior Revolving Facility Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a Currency)); and

(ii) the proportion borne by each Lender’s participation in the maturing Super Senior Revolving Facility Loan to the amount of that maturing Super Senior Revolving Facility Loan is the same as the proportion borne by that Lender’s participation in the new Super Senior Revolving Facility Loans to the aggregate amount of those new Super Senior Revolving Facility Loans,

the aggregate amount of the new Super Senior Revolving Facility Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Super Senior Revolving Facility Loan so that:

(A) if the amount of the maturing Super Senior Revolving Facility Loan exceeds the aggregate amount of the new Super Senior Revolving Facility Loans:

(1) the relevant Borrower will only be required to make a payment under Clause 30.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2) each Lender’s participation in the new Super Senior Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Super Senior Revolving Facility Loan and that Lender will not be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Super Senior Revolving Facility Loans; and

(B) if the amount of the maturing Super Senior Revolving Facility Loan is equal to or less than the aggregate amount of the new Loans:

(1) the relevant Borrower will not be required to make a payment under Clause 30.1 (Payments to the Agent); and


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(2) each Lender will be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Super Senior Revolving Facility Loans only to the extent that its participation in the new Super Senior Revolving Facility Loans exceeds that Lender’s participation in the maturing Super Senior Revolving Facility Loan and the remainder of that Lender’s participation in the new Super Senior Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Super Senior Revolving Facility Loan.

(c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in Loans then outstanding will be automatically extended to the Termination Date applicable to that Super Senior Facility and will be treated as separate Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

(d) If the Borrower makes a prepayment of a Loan pursuant to Clause 10.5 (Voluntary Prepayment of Loans), a Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not less than five Business Days’ prior notice to the Agent. The proportion borne by the amount of the prepayment of the Separate Loan to the amount of the Separate Loans shall not exceed the proportion borne by the amount of the prepayment of the Loan to the Loans. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e) Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.

(f) The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

(g) The Borrowers under a Super Senior Incremental Facility shall repay the Super Senior Incremental Facility Loans under that Super Senior Incremental Facility in accordance with the repayment terms set out in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

9.2 Extension Option

(a) The Company may request that the Termination Date in respect of any Super Senior Facility be extended to the date falling fifteen (15) Months after the Original Termination Date subject to the terms of this Clause 9.2 (the “Extension Request”) by giving notice to the Agent not less than 45 days (and not more than 90 days) prior to the date falling fifteen (15) Months after the date of this Agreement (the “Extension Option”).

(b) The Extension Request shall be irrevocable and the Agent shall promptly notify each Lender upon receipt of the Extension Request.

(c) Each Lender participating in the relevant Super Senior Facility shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the Extension Request by no later than the date falling 25 days prior to the date falling fifteen (15) Months after the date of this Agreement (the “Response Date”) (and, if


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any Lender has not notified the Agent of its acceptance of the Extension Request on or before such date, it shall be deemed to have refused the Extension Request) and the Agent shall promptly notify the Company whether or not each Lender participating in the relevant Super Senior Facility has agreed to the Extension Request.

(d) Promptly, and in any event, within ten (10) Business Days, following receipt of notification from the Agent pursuant to paragraph (c) above, the Company may, provided that the Total Commitments are being extended, elect by notice to the Agent to accept the extension offered by all the relevant Lender(s) (each an “Extending Lender”), in which case the Termination Date applicable to the Total Commitments shall be extended in relation to the Commitments and participations of such Extending Lender(s) to the date falling fifteen (15) Months after the Original Termination Date.

9.3 Non-Extending Lenders

(a) If an extension is not agreed between the Company and any Lender pursuant to Clause 9.2 (Extension Option) (in its own discretion) (each such Lender being a “Non-Extending Lender”), the Agent shall offer the Non-Extending Lender’s Commitment and its participation in the Loans to (i) each Extending Lender, or (ii) provided that each Extending Lender has declined to assume any additional commitments and has provided their written consent, any another bank or financial institution which the Company has approved in writing (an “Approved New Lender”), by 5.00 p.m. on the date falling two (2) Business Days after the relevant Response Date (the “Assumption Offer Date”) and such offer shall be made to (a) each Extending Lender on a pro rata basis (based on the existing Commitments of the relevant Extending Lenders immediately prior to the relevant Extension Request) or (b) an Approved New Lender in the aggregate amount of each of the Non-Extending Lender’s Commitment. Each relevant Extending Lender or an Approved New Lender shall inform the Agent by 3.00 p.m. on the date falling ten Business Day after the Assumption Offer Date (the “Non-Extending Lender Response Date”) if it wishes (in its own discretion) to assume all or part of its pro rata portion of the Non-Extending Lender’s Commitment and its participation in the Loans and:

(i) any Non-Extending Lender shall (to the extent permitted by law), within 10 days of the Non-Extending Lender Response Date, transfer pursuant to Clause 25 (Changes to the Lenders) the pro rata portion of its rights and obligations under this Agreement to an Extending Lender or an Approved New Lender which confirms its willingness to assume and does assume all the obligations of the Non-Extending Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Non-Extending Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.11 (Pro rata interest settlement)), Break Costs (if any) and other amounts payable in relation thereto under the Finance Documents; and

(ii) any Approved New Lender shall on the Response Date, provide an irrevocable and unconditional commitment to assume, on the Original Termination Date, that portion of the Non-Extending Lender’s Commitment and its participation in the Loans which shall be transferred to it in accordance with this paragraph (a).


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(b) If any Non-Extending Lender, an Approved New Lender and the Company so agrees, the Non-Extending Lender shall be permitted to transfer its Commitment and its participation in the Loans to the Approved New Lender prior to the Original Termination Date.

(c) The Agent shall as soon as practicable notify the Company of the responses from the Extending Lenders or the Approved New Lenders and (if any) the amount of the Non-Extending Lender’s Commitment and its participation in the Loans which shall not been transferred to an Extending Lender or an Approved New Lender.

(d) Notwithstanding any other provision in this Agreement:

(i) no request for a further extension shall extend the Termination Date beyond the date falling fifteen (15) Months after the Original Termination Date; and

(ii) the Lenders will only be obliged to comply with the provisions of Clauses 9.2 (Extension Option) to 9.3 (Non-Extending Lenders) if on the date of the relevant Extension Request and on the date the relevant Extension Request takes effect no Event of Default is continuing.

(e) If any Lender does not agree to the relevant Extension Request and is not required to transfer its rights and obligations pursuant to paragraph (a)(i) above, its participation in any outstanding Loan shall be repaid in accordance with Clause 9.1 (Repayment of Loans).

(f) If any extension is agreed in accordance with Clause 9.2 (Extension Option) to 9.3 (Non-Extending Lenders), the Company shall pay to the Agent (for the account of the relevant Lender) a fee of 0.25 per cent. flat on the amount of Commitment of each Lender whose Commitment is extended or who has assumed a Non-Extending Lender’s Commitment and participation in the outstanding Loans in accordance with paragraph (a)(i) above. That fee shall be payable on the fifth Business Day after the Company notifies the Agent in accordance with paragraph (d) of Clause 9.2 (Extension Option).

10. Prepayment and Cancellation

10.1 Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately cancelled; and

(c) to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 10.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender), each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.


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10.2 Sanctions and anti-corruption

If (i) any member of the Group is or becomes a Restricted Party or violates any applicable Sanctions which, in each case, is reasonably likely to result in that a Lender (or any of its Affiliates) violates any applicable Sanctions or becomes a Restricted Party, (ii) the use of the proceeds from a Loan being reasonably likely to cause the Lender (or any of its Affiliates) to violate any applicable Sanctions or become a Restricted Party, (iii) any member of the Group does not comply with any undertaking in Clause 23.16 (Anti-corruption law), or (iv) any representation pursuant to Clause 20.14 (Anti-corruption law) made or deemed to be made by any member of the Group is or proves to have been incorrect or misleading when made or deemed to be made, then:

(a) that Lender may (in its sole discretion) promptly notify the Agent upon becoming aware of that event;

(b) that Lender shall not be obliged to fund a Utilisation and upon the Agent notifying the Company, each Available Commitment of that Lender will be immediately cancelled; and

(c) to the extent that the Lender’s participation has not been transferred pursuant to Clause 36.6 (Replacement of Lender) and as permitted by applicable law (including Sanctions), each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Any provision of this Clause 10.2 shall not apply to or in favour of any person if and to the extent it would result in a breach, by or in respect of that person, of any applicable Blocking Law.

10.3 Change of Control and delisting

(a) If at any time:

(i) any person or group of persons acting in concert gains direct or indirect control of the Company;

(ii) the Company ceases to be listed on The Nasdaq Global Select Market or any successor thereto, unless the Company’s American Depository Shares representing shares in the Company and/or shares in the Company are listed on any Regulated Market or US Securities Exchange (as applicable) within five (5) Business Days from the date of the delisting;

(iii) subject to paragraph (f) of the definition of “Permitted Transaction”, the Company ceases to hold directly 100% of the shares in CEBA (excluding, for the purpose of the foregoing, the two (2) ordinary shares in CEBA held by individuals); or

(iv) subject to paragraph (e) of the definition of “Permitted Transaction”, CEBA ceases to hold directly 100% of the shares in the Original Borrower,

then:

(A) the Company shall promptly notify the Agent upon becoming aware of that event;


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(B) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(C) if a Lender so requires and notifies the Agent within 30 days of the Company notifying the Agent of the event, the Agent shall, by not less than 30 days’ notice to the Company, cancel the Available Commitment of that Lender and declare the participation of that Lender in all Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents immediately due and payable, whereupon such Available Commitments will be immediately cancelled, the Commitment of that Lender shall immediately cease to be available for further utilisation and all such Loans, accrued interest and other amounts shall become immediately due and payable.

(b) For the purpose of paragraph (a) above:

(i) “control” means:

(A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Company;

(2) appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

(3) give directions with respect to the operating and financial policies of the Company with which the directors or other equivalent officers of the Company are obliged to comply; or

(B) the holding beneficially of more than 50 per cent. of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

(ii) “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal) actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company;

(iii) “Regulated Market” means any regulated market as defined in the Markets in Financial Instruments Directive 2014/65/EU (MiFID II), as amended; and

(iv) “US Securities Exchange” means a national securities exchange registered with the United States Securities and Exchange Commission.

10.4 Voluntary Cancellation

The Company may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of SEK 50,000,000 (or its equivalent in other currencies)) of the Available Facility. Any cancellation under this Clause 10.4 shall reduce the Commitments of the Lenders rateably.


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10.5 Voluntary Prepayment of Loans

(a) Subject to paragraph (b) below, the Borrower to which a Loan has been made may, if it gives the Agent not less than:

(i) in the case of a Term Rate Loan, five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice; or

(ii) in the case of a Compounded Rate Loan five RFR Banking Days’ (or such shorter period as the Majority Lenders may agree) prior notice,

prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of SEK 50,000,000 (or its equivalent in other currencies)).

(b) A Borrower shall not be permitted to prepay any Compounded Rate Loan under paragraph (a) above, if such prepayment would result in more than three Compounded Rate Loans having been prepaid (whether in whole or in part) within a period of 12 Months.

10.6 Right of Replacement or Repayment and Cancellation in Relation to a Single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 15.2 (Tax Gross-Up); or

(ii) any Lender claims indemnification from the Company under Clause 15.3 (Tax Indemnity) or Clause 16.1 (Increased Costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment of that Lender shall be immediately reduced to zero.

(c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

(d) If:

(i) any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 10.1 (Illegality) to any Lender,

the Company may on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a


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purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.11 (Pro Rata Interest Settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(f) A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

10.7 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b) On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall be immediately reduced to zero.

(c) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

10.8 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c) Unless a contrary indication appears in this Agreement, any part of the Super Senior Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.


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(e) Subject to Clause 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 10 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

(g) If all or part of any Lender’s participation in a Loan under a Super Senior Revolving Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further Conditions Precedent)), an amount of that Lender’s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Super Senior Revolving Facility will be deemed to be cancelled on the date of repayment or prepayment.

10.9 Application of Prepayments

Any prepayment of a Loan pursuant to Clause 10.5 (Voluntary Prepayment of Loans) shall be applied pro rata to each Lender’s participation in that Loan.


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Section 5
Costs of Utilisations

11. Interest

11.1 Calculation of Interest – Term Rate Loans

The rate of interest on each Term Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) Term Reference Rate.

11.2 Calculation of Interest – Compounded Rate Loans

(a) The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i) Margin; and

(ii) Compounded Reference Rate for that day.

(b) If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

11.3 Sustainability Margin Adjustments

(a) Subject to Clause 23.32 (Declassification Event) and the other paragraphs of this Clause 11.3, following the receipt by the Agent of the Sustainability Compliance Certificate in respect of a SLL Reference Period in accordance with Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report), the Margin applicable to each Loan shall be adjusted (a “Sustainability Margin Adjustment”) (or not adjusted, as the case may be) to the applicable rate determined using the table set out below and the number of SPTs that the Sustainability Compliance Certificate for that SLL Reference Period certifies have been met:


Number of SPTs met	Revised Margin following Sustainability Margin Adjustment
3	The rate which is 0.05 per cent. per annum lower than the rate which would otherwise have been applicable.
2	The rate which is 0.025 per cent. per annum lower than the rate which would otherwise have been applicable.
1	The rate which is 0.025 per cent. per annum higher than the rate which would otherwise have been applicable.
0	The rate which is 0.05 per cent. per annum higher than the rate which would otherwise have been applicable.

(b) Subject to paragraph (d) below, any Sustainability Margin Adjustment in respect of the Margin for a Loan shall take effect on the date which falls three (3) Business Days after receipt by the Agent of the Sustainability Compliance Certificate for the most recently completed SLL Reference Period pursuant to Clause 21.10 (Sustainability Compliance


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Certificate, Sustainability Report and Verification Report) (the “Sustainability Margin Adjustment Date”).

(c) Subject to paragraph (d) below and to Clause 21.10 (Sustainability Compliance Certificate Inaccuracy), only one Sustainability Compliance Certificate may be delivered in respect of any SLL Reference Period, and any Sustainability Margin Adjustment made by reference to that SLL Reference Period shall only apply until:

(i) the date on which the Sustainability Compliance Certificate is required to be delivered for the following SLL Reference Period pursuant to Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report); or

(ii) where a Sustainability Compliance Certificate has been delivered for the following SLL Reference Period pursuant to Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report), the relevant Sustainability Margin Adjustment Date.

(d) For the avoidance of doubt, the calculation of any Sustainability Margin Adjustment which is applied to the Margin in respect of any SLL Reference Period shall disregard any Sustainability Margin Adjustment which was applied to the Margin in respect of the preceding SLL Reference Period.

(e) If a revised Sustainability Compliance Certificate is received by the Agent in respect of any SLL Reference Period pursuant to Clause 21.11 (Sustainability Compliance Certificate Inaccuracy), any Sustainability Margin Adjustment which is applied to the Margin for a Loan by reference to that SLL Reference Period shall:

(i) be recalculated in accordance with the revised Sustainability Compliance Certificate; and

(ii) take effect on the date which falls three (3) Business Days after receipt by the Agent of the revised Sustainability Compliance Certificate for the relevant SLL Reference Period pursuant to Clause 21.11 (Sustainability Compliance Certificate Inaccuracy).

(f) If a revised Sustainability Compliance Certificate received by the Agent pursuant to Clause 21.11 (Sustainability Compliance Certificate Inaccuracy) shows that a higher Margin should have applied during a certain period, then the Company shall (or shall ensure the relevant Borrower shall) promptly upon demand pay to the Agent any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period (provided that no such payment shall be required to be made to any entities who are no longer Lenders as at the time such payment is to be made).

(g) For so long as a Sustainability Breach is continuing the SPTs will, for the purposes of this Clause 11.3, be deemed not to have been met for the applicable SLL Reference Period provided that once such Sustainability Breach is remedied or waived, the calculation of the Margin for each Loan will resume in accordance with the grid set out above with effect from such remedy or waiver.

11.4 Margin premium for Loans and Unpaid Sums in USD and GBP

Without prejudice to any other provisions of this Agreement, the Margin applicable to any Loan or Unpaid Sum shall be increased by 0.15 percentage points for any such Loan or Unpaid Sum which is denominated in USD or GBP.


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11.5 Payment of Interest

(a) The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

(b) If the Compliance Certificate received by the Agent which relates to the relevant Annual Report shows that a higher Margin should have applied during a certain period, then the Company shall (or shall ensure the relevant Borrower shall) promptly pay to the Agent any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period (with no compensation to entities who are no longer Lenders when the payment should be made).

(c) If the Compliance Certificate received by the Agent which relates to the relevant Annual Report shows that a lower Margin should have applied during a certain period, the next payments of interest falling due on the relevant Utilisations shall be reduced to the extent necessary to put the Obligors in the position they would have been in if the Margin had been reduced for that period (no reduction should be made in relation to Lenders who were not Lenders when the lower Margin should have applied).

11.6 Default Interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1.00 per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 11.6 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Term Rate Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 1.00 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

11.7 Notifications

(a) The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement relating to a Term Rate Loan.

(b) The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(i) the relevant Borrower of that Compounded Rate Interest Payment;


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(ii) each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and

(iii) the relevant Lenders and the relevant Borrower of:

(A) each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

(B) to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

This paragraph (b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 13.4 (Cost of funds).

(d) The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 13.4 (Cost of funds) applies.

(e) This Clause 11.7 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

12. Interest Periods

12.1 Selection of Interest Periods

(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b) Subject to this Clause 12, a Borrower (or the Company) may select an Interest Period of any period specified in the applicable Reference Rate Terms or any other period agreed between the Company, the Agent and all the Lenders in relation to the relevant Loan.

(d) Each Interest Period for a Loan shall start on the Utilisation Date.

(e) No Interest Period shall be longer than six Months.

(f) A Loan has one Interest Period only.

(g) The length of an Interest Period of a Term Rate Loan shall not be affected by that Term Rate Loan becoming a “Compounded Rate Loan” for that Interest Period pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate).

12.2 Non-Business Days

Any rules specified as “Business Day Conventions” in the applicable Reference Rate Terms for a Loan or Unpaid Sum shall apply to each Interest Period for that Loan or Unpaid Sum.


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13. Changes to the Calculation of Interest

13.1 Interest calculation if no Primary Term Rate

(a) Interpolated Primary Term Rate

If no Primary Term Rate is available for the Interest Period of a Term Rate Loan, the applicable Term Reference Rate shall be the Interpolated Primary Term Rate for a period equal in length to the Interest Period of that Loan.

(b) Alternative Term Rate

If paragraph (a) above applies but it is not possible to calculate the Interpolated Primary Term Rate, the applicable Term Reference Rate shall be the aggregate of:

(i) the Alternative Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; and

(ii) any applicable Alternative Term Rate Adjustment.

If paragraph (b) above applies but no Alternative Term Rate is available for the Interest Period of that Loan, the applicable Term Reference Rate shall be the aggregate of:

(i) the Interpolated Alternative Term Rate for a period equal in length to the Interest Period of that Loan; and

(ii) any applicable Alternative Term Rate Adjustment.

(d) Compounded Reference Rate or cost of funds

If paragraph (c) above applies but it is not possible to calculate the Interpolated Alternative Term Rate then:

(i) if “Compounded Reference Rate will apply as a fallback” is specified in the Reference Rate Terms for that Loan and there are Reference Rate Terms applicable to Compounded Rate Loans in the relevant currency:

(A) there shall be no Term Reference Rate for that Loan for that Interest Period and Clause 11.1 (Calculation of Interest – Term Rate Loans) will not apply to that Loan for that Interest Period; and

(B) that Loan shall be a “Compounded Rate Loan” for that Interest Period and Clause 11.2 (Calculation of Interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period; and

(ii) if:

(A) “Compounded Reference Rate will not apply as a fallback” and

(B) “Cost of funds will apply as a fallback”,

are specified in the Reference Rate Terms for that Loan, Clause 13.4 (Cost of funds) shall apply to that Loan for that Interest Period.


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13.2 Interest calculation if no RFR or Central Bank Rate

If:

(a) there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(b) “Cost of funds will apply as a fallback” is specified in the Reference Rate Terms for that Loan,

Clause 13.4 (Cost of funds) shall apply to that Loan for that Interest Period.

13.3 Market disruption

If:

(a) a Market Disruption Rate is specified in the Reference Rate Terms for a Loan; and

(b) before the Reporting Time for that Loan the Agent receives notifications from a Lender or Lenders (whose participations in that Loan exceed 35 per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

then Clause 13.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

13.4 Cost of funds

(a) If this Clause 13.4 applies to a Loan for an Interest Period neither Clause 11.1 (Calculation of Interest – Term Rate Loans) nor Clause 11.2 (Calculation of Interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(i) the applicable Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event by the Reporting Time for that Loan, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

(b) If this Clause 13.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(d) If this Clause 13.4 applies pursuant to Clause 13.3 (Market disruption) and:

(i) a Lender’s Funding Rate is less than the relevant Market Disruption Rate; or

(ii) a Lender does not notify a rate to the Agent by the relevant Reporting Time,

(e) that Lender’s cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Loan.

(f) If this Clause 13.4 applies the Agent shall, as soon as is practicable, notify the Company.


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13.5 Break Costs

(a) If an amount is specified as Break Costs in the Reference Rate Terms for a Loan or Unpaid Sum, each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of that Loan or Unpaid Sum being paid by that Borrower on a day prior to the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

14. Fees

14.1 Commitment Fee

(a) The Company shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of 35 per cent. per annum of the applicable Margin (excluding, for the avoidance of doubt, any increase pursuant to Clause 11.4 (Margin premium for Loans and Unpaid Sums in USD and GBP)) on that Lender’s Available Commitment under the Super Senior Revolving Facility for the period from the Refinancing Date to and including the date falling one Month prior to the Termination Date in relation to the Super Senior Revolving Facility.

(b) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

14.2 Arrangement Fee

The Company shall pay to the Agent (for the account of the Arrangers) an arrangement fee in the amount and at the times agreed in a Fee Letter.

14.3 Agency Fee

The Company shall pay to the Agent (for its own account) a facility agency fee, in the amount and at the times agreed in a Fee Letter.

14.4 Interest, commission and fees on Ancillary Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall, subject to the terms of this Agreement, be determined by agreement between the relevant Ancillary Lender and the Borrower of that Ancillary Facility and be based upon market standard commercial terms prevailing at that time.

14.5 No deal, no fee

No fees, commissions, costs or expenses (unless otherwise agreed pursuant to the relevant Finance Document, and other than any reasonably incurred external legal fees (including any applicable VAT) subject to any fee cap and/or estimate approved by the Company in advance) will be payable unless the Refinancing Date occurs.


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Section 6
Additional Payment Obligations

15. Tax Gross-Up and Indemnities

15.1 Definitions

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 15.2 (Tax Gross-Up) or a payment under Clause 15.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 15 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

15.2 Tax Gross-Up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c) If a Tax Deduction is required by law to be made by or on behalf of an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

15.3 Tax Indemnity

(a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.


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(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii) if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(iii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 15.2 (Tax Gross-Up); or

(B) relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3 notify the Agent.

15.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

(c) the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

15.5 Stamp taxes

The Original Borrower shall pay and, within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, other than in respect of any stamp duty, registration or other similar Taxes payable in respect of a transfer by a Lender of any of its rights or obligations under a Finance Document.

15.6 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority


	(89)

for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 15.6 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.


	(90)

15.7 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

15.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Original Borrower and the Agent and the Agent shall notify the other Finance Parties.


	(91)

15.9 Other US Tax Information

Each Finance Party shall, as soon as reasonably practicable upon written request by a US Obligor in the event that such US Obligor is going to make an actual payment under this Agreement, use commercially reasonable efforts to provide such Obligor with a properly completed and executed applicable US Tax Form for purposes of establishing exemption from US federal backup withholding tax and will supply additional US Tax Forms upon a reasonable time following a written request by that Obligor, in each case, to the extent such Finance Party is legally entitled to do so for purposes of establishing exemption from US federal backup withholding tax. Notwithstanding anything to the contrary in this Clause 15.9 (Other US Tax Information), the completion, execution and submission of such US Tax Forms shall not be required if in the Finance Party’s reasonable judgment such completion, execution or submission would subject such Finance Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Finance Party.

16. Increased Costs

16.1 Increased Costs

(a) Subject to Clause 16.3 (Exceptions) the Company shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation, (ii) compliance with any law or regulation made after the date of this Agreement, or (iii) the implementation or application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b) In this Agreement

“Basel III” means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”;

“CRD IV” means EU CRD IV and UK CRD IV;

“EU CRD IV” means:

(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (“CRR”); and


	(92)

(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (“CRD”).

“Increased Costs” means:

(i) a reduction in the rate of return from a Super Senior Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document.

“UK CRD IV” means:

(i) CRR as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “Withdrawal Act”);

(ii) the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020 (“WAA”)) implemented CRD and its implementing measures;

(iii) direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day (as defined in the WAA) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act; and

(iv) any law or regulation of the United Kingdom which introduces into domestic law of the United Kingdom a provision which is equivalent to a provision set out in CRR or CRD and/or implements Basel III standards.

16.2 Increased Cost Claims

(a) A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs to the extent it is able to do so without disclosing any confidential or sensitive information.

16.3 Exceptions

(a) Clause 16.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 15.3 (Tax Indemnity) (or would have been compensated for under Clause 15.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax Indemnity) applied);


	(93)

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(v) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or

(vi) attributable to the implementation or application of, or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) to the extent that such Finance Party knew or could reasonably be expected to have known the amounts of such Increased Cost at the time it became a Party.

(b) In this Clause 16.3, a reference to a “Tax Deduction” has the same meaning given to that term in Clause 15.1 (Definitions).

17. Other Indemnities

17.1 Currency Indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

17.2 Other Indemnities

The Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);


	(94)

(c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Secured Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

17.3 Indemnity to the Agent

The Company shall, within five Business Days of demand, indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

18. Mitigation by the Lenders

18.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 15 (Tax Gross-Up and Indemnities) or Clause 16 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

18.2 Limitation of Liability

(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 18.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

19. Costs and Expenses

19.1 Transaction Expenses

The Company shall, within 30 days of demand, pay (or procure the payment to) the Agent (on account of the Lenders) the reasonably incurred external legal fees (together with reasonable expenses, disbursements and VAT, if and as applicable) of the counsel to the Lenders (subject to any fee cap and/or estimate approved by the Company in writing in advance) and, within five Business Days of demand, pay (or procure the payment to) the Agent the amount of all


	(95)

costs and expenses reasonably incurred by it and the Lenders in connection with the negotiation, preparation, perfection and execution of:

(a) this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b) any other Finance Documents executed after the date of this Agreement.

19.2 Amendment Costs

If:

(a) an Obligor requests an amendment, waiver or consent;

(b) an amendment is required pursuant to Clause 30.10 (Change of Currency); or

the Company shall, within five Business Days of demand, reimburse each of the Agent for the amount of all reasonable costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

19.3 Enforcement and preservation Costs

The Company shall, within five Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

19.4 Cost details

No member of the Group shall be required to pay any fees (other than any amounts set out in a Fee Letter or pursuant to paragraph (f) of Clause 9.3 (Non-Extending Lenders) or Clause 14.1 (Commitment Fee)), costs, expenses or other amounts (other than principal and interest amounts due in respect of the Super Senior Revolving Facility) unless an invoice relating to such fees, costs, expenses or other amounts has been provided to the Company or a Borrower.


	(96)

Section 7
Representations, Undertakings and Events of Default

20. Representations

Each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party on the date of this Agreement and on the Refinancing Date, in each case with reference to the facts and circumstances then existing.

20.1 Status

(a) It is a corporation, a limited liability company or a limited partnership with a limited liability company as general partner, duly incorporated (or, in the case of a partnership, established) and validly existing under the law of its Original Jurisdiction.

(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted save where failure to have such power would not, or could not reasonably be expected to have, a Material Adverse Effect.

20.2 Binding Obligations

Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements:

(a) the obligations expressed to be assumed by it in each Finance Document to which it is a party are, legal, valid, binding and enforceable obligations; and

(b) (without limiting the generality of paragraph (a) above), each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

20.3 Non-Conflict with other Obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) the constitutional documents of any Obligor and any other member of the Group over whose assets Security is purported to be given; or

(c) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets, to an extent or in a manner which would have a Material Adverse Effect,

nor, except as set out in the Transaction Security Documents, require it to create any Security.

20.4 Power and Authority

Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.


	(97)

20.5 Validity and Admissibility in Evidence

Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, all Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create the Security to be created by it pursuant to any Transaction Security Document and to ensure that such Security has the priority and ranking it is expressed to have,

have been (or will at the required date be) obtained or effected and are in full force and effect.

20.6 Governing Law and Enforcement

(a) Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, the choice of law as the governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b) Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

20.7 No Filing or Stamp Taxes

Under the laws of its Relevant Jurisdictions, it is not necessary that (i) any stamp, registration or similar tax be paid on or in relation to the Finance Documents or (ii) subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, the Finance Documents be filed, recorded or enrolled with any court or other authority in such jurisdictions.

20.8 No Default

(a) No Event of Default is continuing or is reasonably likely to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

20.9 Financial Statements

(a) The Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary before the date of this Agreement.

(b) The Original Financial Statements fairly present its financial condition as at the end of the relevant financial year and its results of operations during the relevant financial year (consolidated in the case of the Company) unless expressly disclosed to the Agent in writing to the contrary before the date of this Agreement.

(c) Its most recent Annual Report and financial statements delivered pursuant to Clause 21.1 (Financial Statements) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and fairly present its


	(98)

consolidated financial condition as at the end of, and its consolidated results of operations for, the period to which they relate.

(d) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.

20.10 Pari Passu Ranking

(a) Subject to the Perfection Requirements, each Transaction Security Document creates (or, once entered into, will create) in favour of the Security Agent for the benefit of the Secured Parties the Security which it is expressed to create with the ranking and priority it is expressed to have.

(b) Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.11 No Proceedings

(a) No litigation, arbitration or administrative proceedings or investigations of, or before any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

(b) No judgment or order of a court, arbitral body or agency which are reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it or any of its Subsidiaries.

20.12 No breach of laws

It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

20.13 Environmental laws

(a) Each member of the Group is in compliance with Clause 23.15 (Environmental compliance) and to the best of its knowledge and belief no circumstances have occurred which would prevent such compliance in a manner or to an extent that has or is reasonably likely to have a Material Adverse Effect.

(b) No Environmental Claim has been commenced or (to the best of its knowledge and belief) is formally threatened against any member of the Group where that claim has or is reasonably likely to be adversely determined and, if determined against that member of the Group, is reasonably likely to have a Material Adverse Effect.

20.14 Anti-corruption law

Each member of the Group has conducted its businesses in compliance with applicable anti-corruption, anti-money laundering and anti-bribery laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

20.15 Sanctions

(a) Neither it nor any other member of the Group nor (to the best of its knowledge, after having made due and careful enquiry) any of their respective directors or officers or employees:

(i) is a Restricted Party;


	(99)

(ii) has violated or is violating any applicable Sanctions;

(iii) is directly or indirectly engaging in or has directly or indirectly engaged in any activity with a Restricted Party in violation of any applicable Sanctions or in any other activity that may result in any person becoming a subject of Sanctions; or

(iv) is subject to any claim, proceeding, formal investigation or formal notice with respect to Sanctions.

(b) The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company and each other member of the Group with applicable Sanctions.

20.16 No misleading information

Save as disclosed in writing to the Agent prior to the date of the date of this Agreement, to the best of its knowledge and belief:

(a) all material written information (including, without limitation, the Lender Model) (the “Materials”) provided by any Obligor (including its advisers) to a Finance Party was (taken as a whole) true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respect;

(b) any financial projection or forecast contained in the Materials has been prepared in accordance with the Accounting Principles as applied in the Original Financial Statements (subject to the application of the principles set out in the definition of “Capitalized Lease Obligations”), and the financial projections contained in it have been prepared on the basis of recent historical information, are fair and based on reasonable assumptions (as at the date of the relevant report or document containing the projection or forecast);

(c) the expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Materials were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds;

(d) no event or circumstance has occurred or arisen and no information has been omitted from the Materials and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Materials being untrue or misleading in any material respect; and

(e) all Sustainability Information was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

20.17 Group Structure Chart

The Group Structure Chart delivered to the Agent pursuant to Part 1 (Conditions Precedent to First Utilisation) of Schedule 2 (Conditions Precedent) is true, complete and accurate in all material respects.

20.18 Legal and beneficial ownership

It and each of its Subsidiaries is the sole legal and beneficial owner of, and has good and marketable title to, the respective assets over which it purports to grant Security, free from all Security except the Security created pursuant to, or permitted by, this Agreement.


	(100)

20.19 Shares

The shares of any member of the Group which are (or are required by this Agreement to be or become) subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights, and the constitutional documents of companies whose shares are (or are required by this Agreement to be or become) subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security, in each case other than to the extent such restrictions are mandatorily required by law or the relevant provisions are removed from the relevant constitutional documents at, or prior to, the taking of, or within the relevant time period provided for in, the relevant Transaction Security. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any member of the Group (including any option or right of pre-emption or conversion) whose shares are subject to Transaction Security.

20.20 Intellectual Property

It and each of its Subsidiaries:

(a) is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted where failure to do so has or is reasonably likely to have a Material Adverse Effect;

(b) does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or is reasonably likely to have a Material Adverse Effect; and

(c) has taken all formal or procedural actions (including payment of fees) required to maintain any Material Intellectual Property owned by it where failure to do so has or is reasonably likely to have a Material Adverse Effect.

20.21 Insolvency

No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 24.7 (Insolvency proceedings) has been taken in relation to a member of the Group; or

(b) creditors’ process described in Clause 24.8 (Creditors’ process), has been taken in relation to a member of the Group; and

20.22 Security and Financial Indebtedness

(a) No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

(b) No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

20.23 Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”) or, from 26 June 2017, Regulation (EU) 2015/848 of 20 May 2015 on Insolvency Proceedings (Recast) (the “Recast Regulation”), it is not aware


	(101)

of any fact or circumstance which could lead to its centre of main interests (as that term is used in Article 3(1) of the Regulation or, from 26 June 2017, the Recast Regulation) being located outside of its jurisdiction of incorporation.

20.24 Taxes

(a) No Obligor is (and none of its Subsidiaries, as applicable, is) materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax other than (i) any Tax or payment which is being disputed in good faith by appropriate means or where adequate reserves are being maintained in respect of such claims or (ii) in circumstances where non-payment does not have or is not reasonably likely to have a Material Adverse Effect.

(b) No material claims are being made or conducted against the Obligor (or any of its Subsidiaries) with respect to Taxes which have not been reflected in the most recent financial statements delivered to the Agent which are reasonably likely to be determined adversely to it or to such Subsidiary and which, if so adversely determined, and after taking into account any indemnity or claim against any third party with respect to such claim would have a Material Adverse Effect.

20.25 Holding Companies

Neither the Company nor CEBA has traded or carried on any business, entered into or been a party to any contracts or incurred any liabilities or commitments (actual or contingent, present or future) other than in the case of the Company acting as a Holding Company of CEBA and CEBA acting as a Holding Company of the Original Borrower, and performing any Permitted Holding Company Activity.

20.26 U.S. Governmental Regulation

(a) Neither the making of any Utilisation hereunder nor the use of proceeds thereof will violate any regulations of the FRB, including the provisions of Regulations T, U or X of the FRB.

(b) No Obligor has, or could reasonably be expected to have, any amount of liability, contingent or otherwise, with respect to an “employee benefit plan” (as defined in ERISA) which is subject to Title IV of ERISA or Section 412 of the Code, which is reasonably likely to have Material Adverse Effect.

(c) No proceeds of any loan will be used to purchase or carry Margin Stock. No member of the Group is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock.

20.27 Investment Company Act

It is not, and it is not required to be registered as, an “investment company” under the Investment Company Act of 1940, as amended.

20.28 Repetition

(a) The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(i) the date of each Utilisation Request;

(ii) on the first day of each Interest Period;


	(102)

(iii) in relation to an Extension Request made pursuant to Clause 9.2 (Extension Option), the date of such Extension Request;

(iv) on each Establishment Date; and

(v) in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.

(b) The representations and warranties under Clause 20.24 (U.S. Governmental Regulation) and 20.27 (Investment Company Act) shall be made by each Obligor incorporated or registered in the United States on the date such company becomes an Additional Obligor.

(c) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

(d) The representation in paragraph (e) of Clause 20.16 (No misleading information) is deemed to be made by each Obligor on the date of each Sustainability Compliance Certificate.

21. Information Undertakings

The undertakings in this Clause 21 remain in force from the Refinancing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Clause 21:

“Annual Report” means the annual report for a Financial Year delivered pursuant to paragraph (a) of Clause 21.1 (Financial Statements).

“Q4 Earnings Call Financial Data” means, in relation to any Financial Quarter ending on 31 December, the financial data on which the Company’s earnings call in respect of such Financial Quarter is based, delivered pursuant to paragraph (b)(ii) of Clause 21.1 (Financial Statements).

“Quarterly Financial Statements” means the unaudited financial statements delivered pursuant to paragraph (b)(i) of Clause 21.1 (Financial Statements).

21.1 Financial Statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event prior to the earlier of (i) one hundred twenty (120) days after the end of each Financial Year and (ii) the latest date on which such financial statements of the Company are required to be delivered to shareholders of the Company pursuant to the Listing Rules (or any analogous rules or regulations of any applicable stock exchange in which the Company’s voting stock is traded), a consolidated annual report of the Company (including the balance sheet of the Company and its Subsidiaries as at the end of such Financial Year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such Financial Year together with related notes thereto, setting forth in each case in comparative form the figures for the previous Financial Year and the corresponding figures from the Lender Model);


	(103)

(b)

(i) as soon as they are available, but in any event prior to the earlier of (i) 45 days after the end of each Financial Quarter (other than a Financial Quarter ending on 31 December) and (ii) the latest date on which such financial statements of the Company are required to be delivered to shareholders of the Company pursuant to the Listing Rules: (A) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such Financial Quarter and (B) consolidated statements of income or operations, stockholders’ equity and cash flows for such Financial Quarter; and

(ii) as soon as it is available, but in any event within 75 days after the end of each Financial Quarter ending on 31 December, its Q4 Earnings Call Financial Data for that Financial Quarter,

setting forth in each case in comparative form the figures for the corresponding Financial Quarter of the previous Financial Year and the corresponding figures from the Lender Model;

(c) as soon as the same become available, but in any event within six Months of the end of the Financial Year of the Original Borrower, starting with the Financial Year ending 31 December 2025, the statutory standalone annual accounts of the Original Borrower;

(d) as soon as the same become available, but in any event within six Months of the end of the Financial Year of an Additional Borrower, starting with the Financial Year in which that Additional Borrower accedes to this Agreement as an Additional Borrower in accordance with Clause 26 (Changes to the Obligors), the statutory standalone annual accounts of that Additional Borrower; and

(e) prior to thirty (30) days after the end of the first and second fiscal month in each Financial Quarter of the Company, (A) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal month and (B) consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal month and for the period from the beginning of the current Financial Year to the end of such month, all in reasonable detail and certified by an authorised signatory of the Company as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with the Accounting Principles, subject to normal year-end adjustments and the absence of footnotes.

21.2 Compliance Certificate

(a) The Company shall supply a Compliance Certificate to the Agent with each Annual Report, each set of its Quarterly Financial Statements and each set of Q4 Earnings Call Financial Data.

(b) The Compliance Certificate shall, amongst other things, set out:

(i) (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants);

(ii) the Margin computations set out in the definition of “Margin”;

(iii) whether any Event of Default is continuing (and if applicable and the steps, if any, being taken to remedy it); and


	(104)

(iv) if delivered together with the Annual Report, include certification as to the identity of each Material Company and either (A) confirm compliance with the Guarantor Coverage Test under and as defined in Clause 23.27 (Guarantors and Transaction Security) or (B) provide details of any members of the Group required to become Additional Guarantors to ensure compliance with Clause 23.27 (Guarantors and Transaction Security).

21.3 Requirements as to Financial Statements

(a) The Company shall procure that:

(i) each Annual Report and Quarterly Financial Statements includes a consolidated balance sheet, profit and loss account, cashflow statement, consolidated statements of income or operations, stockholders’ equity and cash flows, all in reasonable detail;

(ii) each Annual Report shall be audited and accompanied by an opinion of an independent registered public accounting firm of nationally recognized standing, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than as may be required as a result solely from (i) an actual or a prospective default or event of default with respect to any financial covenant or (ii) the impending maturity of any Financial Indebtedness occurring within one year from the time such opinion is delivered); and

(iii) each Quarterly Financial Statements shall be certified by the CEO, CFO or an authorised signatory of the Company as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with the Accounting Principles, subject to normal year-end adjustments and the absence of footnotes.

(b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial Statements) is prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in Accounting Principles, the accounting practices or reference periods and its auditors deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in Clause 1.1 (Definitions) and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.


	(105)

If the Company notifies the Agent of a change in accordance with paragraph (b)(ii) above then the Company and the Agent shall enter into negotiations in good faith with a view to agreeing:

(i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and

(ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,

and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders) instruct the Company’s auditors or independent accountants (approved by the Company or, in the absence of such approval within five days of request by the Agent of such approval, a firm with recognised expertise) to determine any amendment to 22.2 (Financial condition), the Margin computations set out in Clause 1.1 (Definitions) and any other terms of this Agreement which the Company’s auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Company’s auditors, or as the case may be, accountants. The cost and expense of the Company’s auditors or accountants shall be for the account of the Company.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

21.4 Budget

(a) The Company shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same becomes available but in any event not later than the earlier of (i) 16 March of that Financial Year and (ii) the date upon which the Q4 Earnings Call Financial Data for the last Financial Quarter of the previous Financial Year is delivered, a consolidated plan and financial forecast for such Financial Year, including (A) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of the Company and its Subsidiaries for such Financial Year and each Financial Quarter of such Financial Year, (B) a quarterly breakdown of such forecast by region, including EMEA, the Americas and the People’s Republic of China (in form and substance reasonably satisfactory to the Agent), and (C) an explanation of the assumptions on which such forecasts are based (a “Budget”).

(b) The Company shall ensure that each Budget is in the same form as the form agreed with the Agent (acting on behalf of the Majority Lenders) prior to the Refinancing Date. For the avoidance of doubt, provided that the foregoing is complied with, no Budget shall be subject to approval by the Lenders.

(c) If the Company updates or changes the Budget, it shall promptly deliver to the Agent, in sufficient copies for each of the Lenders, such updated or changed Budget together with a written explanation of the main changes in that Budget.


	(106)

21.5 Information: Miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all documents dispatched by the Company to its shareholders (or any class of them) or creditors generally at the same time as they are dispatched to those creditors or shareholders (as applicable);

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which are reasonably likely to be adversely determined and, if adversely determined, are reasonably likely to have a Material Adverse Effect;

(c) promptly, such information as the Security Agent may reasonably require about the compliance of the Obligors with the terms of any Transaction Security Documents;

(d) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group, and which is reasonably likely to have a Material Adverse Effect;

(e) promptly upon request, such further information as may be required by a Lender in accordance with applicable banking supervisory laws and regulations and/or in line with standard banking practice; and

(f) promptly on request, such further information regarding the financial condition, assets and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request, provided that such information is readily obtainable by the management of the Company without incurring any material costs.

21.6 Notification of Default

(a) Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by the CEO, CFO or an authorised signatory of the Company on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

21.7 Direct Electronic Delivery by Company

The Company may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause 32.6 (Electronic Communication) to the extent that Lender and the Agent agree to this method of delivery.

21.8 “Know Your Customer” Checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Refinancing Date;

(ii) any change in the status of an Obligor after the Refinancing Date; or

(iii) a proposed transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such transfer,


	(107)

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Company shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 26 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.

21.9 Sanctions

The Company shall promptly upon becoming aware thereof, inform the Agent and to the extent permitted by applicable law:

(a) of the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions by any Sanctions Authority against it, any of its Subsidiaries or any Joint Ventures, as well as information on what steps are being taken with regards to answer or oppose such; and

(b) if it, or any of its Subsidiaries or any of their Joint Ventures has become or is likely to become a Restricted Party, details of the background for such event and such further information as any Finance Party (through the Agent) may reasonably request.

21.10 Sustainability Compliance Certificate, Sustainability Report and Verification Report

(a) The Company shall supply to the Agent, with each Annual Report, a Sustainability Compliance Certificate for that SLL Reference Period.

(b) The first Sustainability Compliance Certificate shall be delivered to the Agent together with the Annual Report for the Financial Year ending on 31 December 2026.


	(108)

(i) set out (in reasonable detail):

(A) the Group’s performance (in accordance with the relevant Calculation Methodology) in respect of each SPT for each KPI for the relevant SLL Reference Period, together with the relevant calculations; and

(B) any Sustainability Margin Adjustment to be applied in accordance with Clause 11.3 (Sustainability Margin Adjustments) and the applicable Margin following application of such Sustainability Margin Adjustment (if any);

(ii) attach a correct and complete copy of the annual non-financial disclosure report prepared in accordance with applicable law setting out Group’s sustainability-related information for each KPI for the relevant SLL Reference Period in sufficient detail for the Lenders to assess whether the SPTs have been met during that SLL Reference Period (a “Sustainability Report”);

(iii) attach a correct and complete copy of the verification report(s) prepared for that SLL Reference Period by an External Reviewer in respect of each KPI that such External Reviewer has been appointed to review which satisfies the requirements of paragraph (d) below (a “Verification Report”); and

(iv) confirm that the Sustainability Report and the Verification Report(s) relating to the relevant SLL Reference Period and attached to the Sustainability Compliance Certificate is a correct and complete copy of the original and has not been amended or superseded as at the date of the Sustainability Compliance Certificate.

(d) The Company shall procure that each Verification Report:

(i) measures, calculates and verifies each KPI to which it relates (in accordance with the relevant Calculation Methodology) for the applicable SLL Reference Period and confirms whether or not the applicable SPTs for that SLL Reference;

(ii) refers to any Sustainability Information and/or sets out details of any changes to the Calculation Methodology and/or any Applicable ESG Standard since delivery of the last Sustainability Compliance Certificate (or, in relation to the first Verification Report, since the date of this Agreement) which, in each case, could reasonably be expected to materially affect any KPI and/or any SPT; and

(iii) is provided on a limited assurance basis.

(e) Each Sustainability Compliance Certificate shall be signed by the CEO, CFO or another authorised signatory or authorised signatories of the Company.

21.11 Sustainability Compliance Certificate Inaccuracy

(a) The Company shall notify the Agent upon becoming aware of any inaccuracy in a Sustainability Compliance Certificate (a “Sustainability Compliance Certificate Inaccuracy”). Such notice shall be provided together with:

(i) a description (in reasonable detail) of the relevant Sustainability Compliance Certificate Inaccuracy; and


	(109)

(ii) a revised Sustainability Compliance Certificate which complies with the requirements of paragraph (c) of Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report) and which corrects the relevant Sustainability Compliance Certificate Inaccuracy.

(b) Notwithstanding any other provision of this Clause 21.11, a Sustainability Compliance Certificate Inaccuracy shall not constitute a Sustainability Breach, a Default or an Event of Default.

21.12 Sustainability Information

(a) The Company shall supply to the Agent:

(i) promptly upon request, any additional information which any Lender (through the Agent) may reasonably request in order to:

(A) determine and confirm if any SPT has been met; or

(B) otherwise determine a member of the Group’s compliance with its obligations under any Sustainability Provision; and

(ii) as soon as reasonably possible after development or update thereof, the newly developed or updated sustainability strategy of the Group.

(b) Each Obligor shall notify the Agent of any Sustainability Breach (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(i) upon becoming aware that an External Reviewer has threatened to terminate its appointment, or that an External Reviewer’s appointment has been terminated;

(ii) of the appointment of any successor External Reviewer; and

(iii) if it has developed a sustainability strategy or if it has materially updated sustainability strategy.

(d) The Parties acknowledge and agree that the Agent, the Sustainability Coordinator and the Lenders may rely, without independent verification, upon the accuracy, adequacy and completeness of the Sustainability Information, and that neither the Agent, the Sustainability Coordinator nor any Lender:

(i) assumes any responsibility or has any liability for the Sustainability Information; or

(ii) has an obligation to conduct any appraisal of any Sustainability Information.

22. Financial Covenants

22.1 Financial definitions

In this Agreement:

“Adjusted Equity” means the Equity, less Intangible Assets.


	(110)

“Borrowings” means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of members of the Group for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

(d) any Finance Lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument (but not, in any case, Trade Instruments) issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

(g) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date applicable to the Super Senior Revolving Facility;

(h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind the entry into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

(i) any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back or sale and leaseback agreement) classified as borrowings under the Accounting Principles; and

(j) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above,

provided that:

(i) borrowings owed by one member of the Group to another member of the Group; and

(ii) any guarantee or indemnity not prohibited under the Finance Documents given in respect of indebtedness referred to in paragraph (i) above,

are excluded for the purposes of this calculation.

“Cash” means, at any time, cash in hand, in transit or at bank and (in the latter case) credited to an account in the name of a member of the Group with an Acceptable Bank and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:

(a) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;


	(111)

(b) there is no security over that cash, except for Transaction Security or security of account holding banks arising under their general terms and conditions or by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements, and, for the avoidance of doubt, to the extent the Group has implemented a cash-pool arrangement, only the net cash amount available in such cash-pool shall be included; and

(c) that cash is freely and (except for such cash which is subject to security as referred to in paragraph (b) above), immediately available to be applied in repayment or prepayment of the Super Senior Revolving Facility.

“Cash Equivalent Investments” means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the commercial paper the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) bills of exchange eligible for rediscount at the relevant central bank and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e) any investment in money market funds which:

(i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited;

(ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) (inclusive) above; and

(iii) can be turned into Cash on not more than 30 days’ notice; and

(f) any other debt security approved by the Majority Lenders,

in each case, denominated and payable in freely transferable and freely convertible currency to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any members of the Group or subject to any Security.


	(112)

“EBITDA” means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation:

(a) before deducting any items accounted for as financial expenses under the Accounting Principles (other than any interest expenses of any Finance Leases) whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period;

(b) not including any items accounted for as financial income under the Accounting Principles whether paid or payable to or capitalised in favour of any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period;

(c) after adding back any non-cash amount attributable to the amortisation (other than in relation to any Finance Leases), depreciation or impairment of assets of members of the Group (and taking no account of the reversal of any previous impairment charge made in that Relevant Period);

(d) not including any accrued interest owing to any member of the Group;

(e) before taking into account any Exceptional Items;

(f) before taking into account (i) any legal settlement costs relating to the class action securities lawsuits against the Company referred to as In re Oatly Group AB Sec. Litig., CA No. 1:21-cv-06360-AKH (S.D.N.Y.) and Hipple v. Oatly Group AB, et al., Index No. 151432/2022 (N.Y. Sup. Ct.) (Borrok, J.) required to be paid by the Group in 2024 in an aggregate amount not exceeding USD 9,250,000 and (ii) any provision therefor, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (f) shall not exceed USD 9,250,000;

(g) before taking into account (i) any legal settlement costs and other fees, costs and expenses incurred by the Group in connection with the New Product Launch in an aggregate amount not exceeding $12,600,000 and (ii) any provision therefor, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (g) shall not exceed $12,600,000;

(h) excluding any DFW and PB Facility Closure Costs, provided that:

(i) the aggregate amount excluded from EBITDA pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate for all Relevant Periods; and

(ii) if on or after 1 January 2024 but prior to 31 December 2024 the Obligors shall not have received cash consideration for disposals of Peterborough Facility Assets and Dallas-Fort Worth Facility Assets in the aggregate amount of at least $20,000,000 (when aggregated with any cash proceeds received by the Obligors during the same period attributable to the return, cancellation or termination of any delivery, order, contract or other agreement relating to the Peterborough Facility and/or the Dallas-Fort Worth Facility), then with respect to the Relevant Period ending on or about 31 December 2024 and any Relevant Period ending thereafter, only 50% of the applicable DFW and PB Facility Closure Costs may be excluded from EBITDA for each such Relevant Period pursuant to this paragraph (h);

(i) excluding (i) any Greater China and Singapore Facility Closure Costs in an aggregate amount not exceeding $35,000,000 and (ii) any provision therefor, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (i) shall not exceed $35,000,000;


	(113)

(j) before deducting any Transaction Costs (other than any costs relating to any reorganisation permitted by the Finance Documents), provided that the aggregate amount excluded from EBITDA pursuant to this paragraph (j) shall not exceed $20,000,000 in the aggregate for all Relevant Periods;

(k) excluding any fees, costs and expenses incurred by the Group relating to minimum order quantities imposed by suppliers to the Group in North America, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (k) shall not exceed USD 6,000,000;

(l) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests;

(m) plus or minus the Group’s share of the profits or losses (after finance costs and tax) of non-Group entities;

(n) before taking into account any unrealised gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis);

(o) before taking into account any non-cash gain or loss arising from an upward or downward revaluation of any other asset or on a disposal of any asset (not being a disposal made in the ordinary course of trading);

(p) before taking into account any pension items;

(q) after adding back (to the extent otherwise deducted) any provisions or costs relating to any share option or incentive schemes of the Group; and

(r) excluding the charge to profit represented by the expensing of stock options,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation and in each case for that Relevant Period.

“Equity” means Total Assets less Total Liabilities.

“Exceptional Items” means:

(a) any items of an unusual or non-recurring nature which represent gains or losses; and

(b) any Restructuring Costs,

provided that the aggregate amount shall not exceed the higher of (i) USD 15,000,000 (or the equivalent in any other currency) and (ii) 10% of combined EBITDA for any Relevant Period.

“Finance Lease” means Capitalized Lease Obligations.

“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

“Financial Year” means the annual accounting period of the Group ending on or about 31 December in each year.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Intangible Assets” means Total Assets less the aggregate book value of all tangible assets of the Group at any time.


	(114)

“Liquidity” means the aggregate amount of:

(a) Cash and Cash Equivalent Investments held by the Group;

(b) Available Commitments under this Agreement (including, for the avoidance of doubt, any available unused cash loan commitments under any Ancillary Facility); and

(c) available undrawn commitments under any other revolving credit and working capital facilities constituting Permitted Financial Indebtedness.

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.

“Relevant Period” means each period of 12 months ending on or about the last day of each Financial Quarter.

“Restructuring Costs” means expenditure, costs relating to the restructuring or reorganisation of parts of, or any business or assets of any member of, the Group, the rebranding, relocation, rationalisation, reduction, disposal or elimination of administrative or production locations, product lines, assets or businesses, the recruitment, relocation, retention, retraining, severance and/or termination of any employee or member of management, business interruption or discontinued operations, any other cost-cutting measure or rationalisation, and any other similar item, including, in each case, the payment of costs, expenses, Taxes and fees (including, but not limited to, any advisor and consultancy fee) relating to any such action.

“Tangible Assets” means Total Assets less Intangible Assets.

“Tangible Solvency Ratio” means the ratio of Adjusted Equity to Tangible Assets.

“Total Assets” means the aggregate book value of all assets (both tangible and intangible (including, for the avoidance of doubt, goodwill)) of the Group at any time.

“Total Liabilities” means the book value of long term and short term debt and other liabilities of the Group which shall be included in the balance sheet at any time less the aggregate amount of:

(a) the Unsecured Convertible Notes to the extent it constitutes a Subordinated Financing; and

(b) each Subordinated Financing to the extent provided by any shareholder of the Company.

“Total Net Debt” means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings required to be recorded on a balance sheet in accordance with the Accounting Principles at that time but:

(a) excluding any amounts owing under the Unsecured Convertible Notes to the extent constituting Subordinated Financing;

(b) excluding any amounts owing under Finance Leases;

(c) excluding any amounts in respect of undrawn letters of credit, bank guarantees, hedging obligations and capital stock, shares or equivalents; and

(d) deducting the aggregate amount of Cash and Cash Equivalent Investments,

and so that no amount shall be included or excluded more than once.

“Total Net Leverage Ratio” means the ratio of (i) Total Net Debt to (ii) the greater of (x) EBITDA in respect of any Relevant Period and (y) zero.


	(115)

22.2 Financial condition

The Company shall ensure that:

(a) Tangible Solvency Ratio: the Group’s Tangible Solvency Ratio shall at any Quarter Date exceed 30%.

(b) Minimum EBITDA: the Group’s EBITDA for the Relevant Period ending on the relevant Quarter Date shall exceed the amount as set out below opposite that Quarter Date:


Relevant Period ending	Amount
30 September 2025	[***]
31 December 2025	[***]
31 March 2026	[***]
30 June 2026	[***]
30 September 2026	[***]
31 December 2026	[***]
31 March 2027	[***]
30 June 2027	[***]
30 September 2027	[***]

(c) Minimum Liquidity: the Group’s Liquidity shall at any Quarter Date falling on or prior to 30 September 2027, be equal to or exceed [***] (or, in case Total Super Senior Incremental Facility Commitments in an amount equal to SEK 250,000,000 have been established, [***]).

(d) Total Net Leverage Ratio: the Group’s Total Net Leverage Ratio for the Relevant Period ending on the relevant Quarter Date shall not exceed the ratio as set out below opposite that Quarter Date:


Relevant Period ending	Ratio
30 September 2027	3.50:1
31 December 2027	3.50:1
31 March 2028 and each Quarter Date thereafter	3.00:1

22.3 Financial testing

(a) The financial covenants set out in Clause 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles and tested by reference to each Compliance Certificate delivered pursuant to Clause 21.2 (Compliance Certificate).

(b) If a member of the Group acquires or disposes of a company or business (including any commitment in respect thereof), for each Relevant Period ending on a date which is less than 12 months after that company or business became or, as applicable, ceased to


	(116)

be a part of the Group, the results of that company or, as applicable, attributable to that business will be deemed included with those of the rest of the Group or, as applicable, excluded for the full duration of such Relevant Period as if that company or business had become or, as applicable, ceased to be a part of the Group at the start of the Relevant Period. Such results in respect of an acquired company or business shall be adjusted on a pro forma basis so that they take into account the reasonably identifiable and supportable anticipated full run-rate effect of any synergies and cost savings (as projected by the Company in good faith) realisable or which the Company believes can be obtained during the period of 12 months from the date of the relevant acquisition combining the operations of the acquired company or business with the operations of the Group, and it may be assumed for the purposes of calculating such pro forma increase or decrease to EBITDA that the full run-rate effect of such synergies and net costs savings are and will be fully realisable on the first day of and during the entire Relevant Period provided that such cost synergies and net cost savings do not exceed the higher of (i) 10% of combined EBITDA (measured after giving effect to such adjustments) and (ii) USD 10,000,000 (or the equivalent in any other currency) for any Relevant Period.

(c) If any financial covenant set out in Clause 22.2 (Financial condition) would be breached on the basis of exchange rates prevailing on the last date of any Relevant Period, but would not be breached on the basis of average exchange rates over that Relevant Period, then such average exchange rates shall apply for that Relevant Period and for any following Relevant Period after such change.

(d) For the purpose of this Clause 22, no item shall be included or excluded more than once in any calculation.

22.4 Equity Cure

(a) If, in respect of any Relevant Period (the “First Relevant Period”) or Quarter Date, the Company is in breach of any obligation set out in paragraphs (a) (Tangible Solvency Ratio), (c) (Minimum Liquidity) and/or (d) (Total Net Leverage Ratio) of Clause 22.2 (Financial condition) (each a “Relevant Financial Covenant”), then the Company may, after the end of such First Relevant Period or Quarter Date and within 21 days of the earlier of (x) the date of delivery of the relevant Compliance Certificate or (y) the date on which the relevant Compliance Certificate was required to be delivered relating to such First Relevant Period or Quarter Date (as applicable), procure the contribution of the net proceeds in cash by way of New Company Injection(s) to the Company (which shall substantially contemporaneously contribute (directly or indirectly) such net proceeds to the Original Borrower via CEBA) (such net proceeds being an “Equity Cure Amount”) which, subject to the conditions in paragraph (b)below and provided that (1) the Original Borrower notifies the Agent that the Original Borrower has received the Equity Cure Amount and (2) the Original Borrower has received such New Company Injection(s), then such Equity Cure Amount shall have the effect that the applicable Relevant Financial Covenant in breach will be calculated giving effect to the following adjustments:

(i) for the purpose of calculating Tangible Solvency Ratio, Equity as at the relevant Quarter Date shall be recalculated assuming that the Equity Cure Amount had been contributed and applied towards an increase in Equity immediately prior to the relevant Quarter Date but not to exceed the amount necessary to cure the relevant breach;


	(117)

(ii) for the purpose of calculating Liquidity, Cash as at the relevant Quarter Date shall be recalculated assuming that the Equity Cure Amount had been contributed and applied towards an increase in Cash immediately prior to the relevant Quarter Date;

(iii) for the purpose of calculating Total Net Leverage Ratio, Total Net Debt shall be reduced and recalculated assuming that the Equity Cure Amount had been contributed and applied prior to the relevant Quarter Date but not to exceed the amount necessary to cure the relevant breach; and

(iv) for the purpose of calculating EBITDA, the Equity Cure Amount shall not be taken into account,

and compliance with paragraphs (a) (Tangible Solvency Ratio), (c) (Minimum Liquidity) and/or (d) (Total Net Leverage Ratio) of Clause 22.2 (Financial condition) will be determined by reference to the recalculations (or calculations) described above.

(b) The Equity Cure Amount may only be taken into account to remedy or prevent non-compliance with the Relevant Financial Covenants as set out in paragraph (a) above if the Company does not make any such election or receive the benefit of a cure under this Clause 22.4:

(i) more than three times over the life of the Super Senior Facilities;

(ii) more than twice during any consecutive period of four Financial Quarters; or

(iii) in an amount greater than the Equity Cure Amount necessary to cure the relevant Event of Default.

(c) The Equity Cure Amount will only have the effect of remedying the breaches of the Relevant Financial Covenant(s) and not the calculation of Margin or otherwise (including with respect to any other basket, usage or other purposes under the Finance Documents).

23. General Undertakings

The undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1 Authorisations

Each Obligor shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i) enable it to perform its obligations under the Finance Documents to which it is a party; and

(ii) subject to the Legal Reservations and, in the case of the Transaction Security Documents to which it is a party, any applicable Perfection Requirements, ensure the legality, validity, enforceability or admissibility in evidence in its Relevant Jurisdiction of any Finance Document to which it is a party.


	(118)

23.2 Compliance with Laws

Each Obligor shall comply in all material respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents to which it is a party.

23.3 Negative pledge

In this Clause 23.3, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

(a) Except as permitted under paragraph (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) directly or indirectly create, incur, assume or permit to subsist any Security over or with respect to any property or assets of any kind.

(b) Except as permitted under paragraph (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, save as permitted by paragraph (o)(ii) of the definition of “Permitted Disposal”;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(i) Permitted Security; or

(ii) a Permitted Transaction.

23.4 Disposals

(a) Except as permitted under paragraph (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is:

(i) a Permitted Disposal; or

(ii) a Permitted Transaction.


	(119)

23.5 Holding Companies

(a) Neither the Company nor CEBA shall trade, carry on any business, own any assets or incur any liabilities except for any Permitted Holding Company Activity.

(b) The Company and CEBA shall not create, incur, assume or suffer to exist any security on any shares of CEBA or the Borrowers or any member of the Group (other than Transaction Security pursuant to any Finance Document, non-consensual security arising solely by operation of law and security pursuant to documentation relating to other secured Financial Indebtedness permitted to be incurred and secured hereunder on a pari passu basis with, or junior basis to, the Super Senior Facilities).

23.6 Arm’s Length Basis

(a) Except as permitted by paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any transaction with any person except on arm’s length terms and for full market value.

(b) Paragraph (a) above does not apply to:

(i) fees, costs and expenses payable under the Finance Documents in the amounts set out in the Finance Documents delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) (or as amended in accordance with this Agreement) or agreed by the Agent;

(ii) intra-Group loans permitted under Clause 23.11 (Loans or Credit);

(iii) any Permitted Payment;

(iv) any Permitted Disposal referred to in paragraphs (b) and (d) of that definition; and

(v) any Permitted Transaction.

23.7 Mergers

No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction, other than as permitted pursuant to any Permitted Transaction.

23.8 Change of Business

The Company shall procure that no substantial change is made to the general nature of the

Oatly Group AB 6-K