Exhibit 10.7

     Weil, Gotshal & Manges (London) LLP
110 Fetter Lane
London EC4A 1AY
+44 20 7903 1000 main tel
+44 20 7903 0990 main fax
weil.com

     

    

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Execution version

18 December 2023

AMENDMENT AND RESTATEMENT AGREEMENT

related to a senior facilities agreement originally dated 25 October 2018

between

INNIO GROUP HOLDING GMBH

as the Company

AI ALPINE (LUXEMBOURG) S.À R.L.

as Topco

WILMINGTON TRUST (LONDON) LIMITED

as Agent

WILMINGTON TRUST (LONDON) LIMITED

as Security Agent


1	DEFINITIONS AND INTERPRETATION	4
2	AMENDMENT AND RESTATEMENT OF THE SENIOR FACILITIES AGREEMENT	6
3	EXTENSION OID	8
4	NOTICE OF PREPAYMENT OF TERM FACILITIES	8
5	GUARANTEE AND SECURITY CONFIRMATION	9
6	MISCELLANEOUS	9
SCHEDULE 1 THE EFFECTIVE DATE OBLIGORS		11
SCHEDULE 2 CONDITIONS PRECEDENT TO THE EXTENSION EFFECTIVE DATE		12
SCHEDULE 3 FORM OF AMENDED SENIOR FACILITIES AGREEMENT		14

THIS AGREEMENT is made on 18 December 2023 between the following parties

(1)

INNIO GROUP HOLDING GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria having its registered office at Achenseestraβe 1-3, 6200 Jenbach, Austria and registered with the companies’ register (Firmenbuch) of the regional court of Innsbruck (Landesgericht Innsbruck) FN489858f for itself and as Obligor’s Agent under the Senior Facilities Agreement (as defined below) (the “Company”);

(2)

AI ALPINE (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg having its registered office at 2-4, rue Beck, L-1222 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 228.587 (“Topco”)

(3)

WILMINGTON TRUST (LONDON) LIMITED as agent acting for itself and on behalf of the other Finance Parties under the Senior Facilities Agreement (as defined below) (the “Agent”); and

(4)

WILMINGTON TRUST (LONDON) LIMITED as security agent for itself and on behalf of the other Secured Parties under the Senior Facilities Agreement (as defined below) (the “Security Agent”).

RECITALS:

(A)

Reference is made to:

(i)

the senior facilities agreement originally dated 25 October 2018 (as amended, supplemented and/or amended and restated from time to time) between, among others, the Company as Original Borrower, Wilmington Trust (London) Limited as Agent and as Security Agent and the financial institutions listed therein as Original Lenders (the “Senior Facilities Agreement”);

(ii)

the additional facility notice dated 2 February 2022 pursuant to which the Company established Facility B2 (EUR) (the “Existing Additional Facility Notice”);

(iii)

a posting note from the Company and the A&E Coordinators (as defined therein) copying the Agent in respect of the Facilities Extension (as defined therein) (the “Posting Note”);

(iv)

the marketing term sheet summarising the proposed terms of the Extended Facilities and the Senior Facilities Agreement following the Extension Effective Date (as defined therein), in the form appended to the Posting Note and as amended or deemed to be amended to reflect any amendments agreed pursuant to the lender solicitation process in respect of the Term Facilities Extension (the “Marketing Term Sheet”);

(v)

the amendment agreement and additional facility notice in respect of the Guarantee Facility and Original Revolving Facility dated 28 November 2023 (the “RCF / Guarantee Facility Amendment Agreement”);

(vi)

the form of Additional Facility Notices appended to the Posting Note in respect of the Extended Term Facilities (the “Agreed Form Additional Facility Notices”); and

(vii)

an extension notice response form appended to the Posting Note (the “Extension Response”),

together, the “A&E Documents”.

(B)

Pursuant to the A&E Documents, the Consenting Lenders (which comprise the Majority Lenders, among others) have consented to the amendment and restatement and other transactions

contemplated by this Agreement and the A&E Documents (together the “Extension Amendments”), and the Agent and the Security Agent are authorised to enter into this Agreement pursuant to clauses 43.1 (Required consents) and 43.4 (Other exceptions) of the Senior Facilities Agreement.

(C)

In accordance with clause 2.6 (Obligors’ Agent) of the Senior Facilities Agreement, the Company is authorised to enter into this Agreement for itself and as Obligors’ Agent for and on behalf of each other Obligor, and the terms of this Agreement shall be binding on all Obligors upon its countersignature of this Agreement.

(D)

Pursuant to the RCF / Guarantee Facility Amendment Agreement, the Agent and the Security Agent are authorised to enter into this Agreement to give effect to the terms of the RCF / Guarantee Facility Amendment Agreement.

IT IS AGREED as follows

DEFINITIONS AND INTERPRETATION

1.1.

Definitions

In this Agreement:

“Allocation Schedule” means the schedule of consents, allocations and commitments agreed in writing by the Company and the A&E Coordinators and as notified to the Agent on or prior to the Extension Effective Date.

“Amended Senior Facilities Agreement” means the Senior Facilities Agreement, as amended and restated on the Extension Effective Date in accordance with this Agreement.

“Consenting EUR Lenders” means each Lender with a Commitment in respect of Facility B (EUR) and/or Facility B2 (EUR) that has, pursuant to the A&E Documents, consented to the Extension Amendments.

“Consenting Guarantee Facility Lenders” means each Lender with a Commitment in respect of the Original Guarantee Facility that has consented to the Extension Amendments.

“Consenting Lenders” means the Consenting EUR Lenders, the Consenting USD Lenders, the Consenting RCF Lenders and the Consenting Guarantee Facility Lenders.

“Consenting RCF Lenders” means each Lender with a Commitment in respect of the Original Revolving Facility that has consented to the Extension Amendments.

“Consenting USD Lenders” means each Lender with a Commitment in respect of Facility B (USD) that has, pursuant to the A&E Documents, consented to the Extension Amendments.

“Extended Facility B (EUR)” means the term loan facility made available as an Additional Facility under the Senior Facilities Agreement as described in paragraph (a) of Clause 2.1 (Step 1a on the Extension Effective Date – establishment of Extended Facility B (EUR)).

“Extended Facility B (EUR) Additional Facility Notice” means the Additional Facility Notice dated on or around the date of this Agreement between, among others, the Company and the Agent in respect of the establishment of the Extended Facility B (EUR).

“Extended Facility B (EUR) New Money Commitment” means the aggregate principal amount of Extended Facility B (EUR) Commitments as specified in the Allocation Schedule (or substantially equivalent term) which are in excess of the aggregate principal amount of Extended

Facility B (EUR) Rollover Commitments as specified in the Allocation Schedule (or substantially equivalent term).

“Extended Facility B (EUR) Rollover Commitment” means, in relation to a Consenting EUR Lender, the aggregate amount of its Facility B (EUR) Commitments and/or Facility B2 (EUR) Commitments (as applicable) which have been agreed with the Company and the A&E Coordinators to be rolled over into Commitments in respect of the Extended Facility B (EUR), as specified in the Allocation Schedule as that Lender’s “Extended Facility B (EUR) Rollover Commitment” (or substantially equivalent term).

“Extended Facility B (EUR) Upsize Commitment” means, in relation to a Consenting EUR Lender, the aggregate amount of its commitments under the Extended Facility B (EUR) which are in excess of the aggregate principal amount of its Extended Facility B (EUR) Rollover Commitment, as specified in the Allocation Schedule as that Lender’s “Extended Facility B (EUR) Upsize Commitment” (or substantially equivalent term).

“Extended Facility B (EUR) Utilisation Request” means the Utilisation Request from the Company in respect of the drawdown of the Extended Facility B (EUR).

“Extended Facility B (USD)” means the term loan facility made available as an Additional Facility under the Senior Facilities Agreement as described in paragraph (a) of Clause 2.3 (Step 1b on the Extension Effective Date – establishment of Extended Facility B (USD)).

“Extended Facility B (USD) Additional Facility Notice” means the Additional Facility Notice dated on or around the date of this Agreement between, among others, the Company and the Agent in respect of the establishment of the Extended Facility B (USD).

“Extended Facility B (USD) New Money Commitment” means the aggregate principal amount of Extended Facility B (USD) Commitments as specified in the Allocation Schedule (or substantially equivalent term) which are in excess of the aggregate principal amount of Extended Facility B (USD) Rollover Commitments as specified in the Allocation Schedule (or substantially equivalent term).

“Extended Facility B (USD) Rollover Commitment” means, in relation to a Consenting USD Lender, the aggregate amount of its Facility B (USD) Commitments which have been agreed with the Company and the A&E Coordinators to be rolled over into Commitments in respect of the Extended Facility B (USD), as specified in the Allocation Schedule as that Lender’s “Extended Facility B (USD) Rollover Commitment” (or substantially equivalent term).

“Extended Facility B (USD) Upsize Commitment” means, in relation to a Consenting USD Lender, the aggregate amount of its commitments under the Extended Facility B (USD) which are in excess of the aggregate principal amount of its Extended Facility B (USD) Rollover Commitments, as specified in the Allocation Schedule as that Lender’s “Extended Facility B (USD) Upsize Commitment” (or substantially equivalent term).

“Extended Facility B (USD) Utilisation Request” means the Utilisation Request from the Company in respect of the drawdown of the Extended Facility B (USD).

“Extension Effective Date” means the first date by which:

(a)

the Agent has notified the Company in writing that it has received all the documents and evidence listed in Schedule 2 (Conditions Precedent to the Extension Effective Date) and (unless specified therein to be in another form or substance) such documents or other

evidence are in form and substance satisfactory to the Agent (acting reasonably and acting on the instructions of the Majority Lenders each also acting reasonably) or receipt of such documents and evidence has been waived by the Agent (acting reasonably and acting on the instructions of the Majority Lenders each also acting reasonably); and

(b)

the Utilisation Date in respect of Extended Facility B (EUR) and Extended Facility B (USD) has occurred.

1.2.

Construction

(a)

Capitalised terms defined in the A&E Documents (as applicable) have the same meaning when used in this Agreement and references to a clause shall be deemed to be a reference to a clause of the Senior Facilities Agreement, unless stated otherwise.

(b)

The provisions of clauses 1.2 (Construction), 1.3 (Currency, Symbols and Definitions), 1.6 (Third Party Rights), 1.9 (Personal Liability) and 1.11 (Cashless rolls) to 1.14 (Luxembourg terms) of the Senior Facilities Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Senior Facilities Agreement are to be construed as references to this Agreement.

AMENDMENT AND RESTATEMENT OF THE SENIOR FACILITIES AGREEMENT

On the Extension Effective Date, each of the following steps set out in this Clause 2 shall be deemed to occur substantially concurrently and in the following chronological sequence.

For all purposes of this paragraph 2, references herein to:

(a)

“Facility B (EUR)” shall be deemed to include Facility B2 (EUR);

(b)

“Facility B (EUR) Lenders” shall be deemed to include the Facility B2 (EUR) Lenders;

(c)

“Facility B (EUR) Loan” shall be deemed to include any Facility B2 (EUR) Loan,

in each case, save as otherwise set out herein.

2.1.

Step 1a on the Extension Effective Date – establishment of Extended Facility B (EUR)

(a)

A new euro denominated term loan facility (the “Extended Facility B (EUR)”) is established pursuant to clause 2.2 (Additional Facility) of the Senior Facilities Agreement on the terms set out in the Extended Facility B (EUR) Additional Facility Notice.

(b)

The Extended Facility B (EUR) shall be provided by the Consenting EUR Lenders and any other Additional Facility Lenders in respect of the Extended Facility B (EUR) in the proportions and as set out in the Extended Facility B (EUR) Additional Facility Notice.

2.2.

Step 1b on the Extension Effective Date – utilisation of Extended Facility B (EUR)

(a)

In accordance with the Facility B Prepayment Notice (as defined below) and the Extended Facility B (EUR) Utilisation Request, the Extended Facility B (EUR) shall be utilised, and the Loans under Facility B (EUR) shall be prepaid in full (together with all amounts which are due and payable in relation to the Facility B (EUR) Loans including accrued but unpaid interest and (subject to sub-paragraph (b) below) any Break Costs (if any)) pursuant to clause 13.4 (Voluntary prepayment of Term Loans) of the Senior Facilities Agreement) as follows:

(i)

each Consenting EUR Lender shall be deemed to have made a portion of its participation in the Extended Facility B (EUR) Loan requested by the Extended

Facility B (EUR) Utilisation Request in an amount equal to its Extended Facility B (EUR) Rollover Commitment (and the Company shall be deemed to have utilised such participation), such that such participation shall (x) automatically be constituted as owing to that Consenting EUR Lender under the Extended Facility B (EUR); and (y) that Consenting EUR Lender’s Facility B (EUR) Commitment shall be reduced by the amount of such participation; and

(ii)

each Consenting EUR Lender (in relation to any Extended Facility B (EUR) Upsize Commitments, if any) and the Additional Facility Lender in respect of Extended Facility B (EUR) New Money Commitments shall participate pro rata in the Extended Facility B (EUR) Loan requested under the Extended Facility B (EUR) Utilisation Request in accordance with clause 5 (Utilisation - Loans) of the Senior Facilities Agreement (and, for the avoidance of doubt, its pro rata participation for the purposes of clause 5.4 (Lenders’ participation) of the Senior Facilities Agreement shall be determined taking into account the deemed participations of each Consenting EUR Lender (in respect of its Extended Facility B (EUR) Rollover Commitment) in the Extended Facility B (EUR) Loan in accordance with paragraph (i) above) and shall, if so directed by the Company in accordance with the Facility B Prepayment Notice, apply the proceeds of its participation in such Extended Facility B (EUR) Loan towards prepayment of the remaining participations (taking into account the reductions under paragraph (i) above) under Facility B (EUR) Loans.

(b)

The Agent and the Company acknowledge that each Consenting EUR Lender has, in accordance with clause 43.4(i) (Other exceptions) of the Senior Facilities Agreement, waived its right to receive any Break Costs in respect of any prepayment of its Extended Facility B (EUR) Rollover Commitment.

2.3.

Step 2a on the Extension Effective Date – establishment of Extended Facility B (USD)

(a)

A new US dollar denominated term loan facility (the “Extended Facility B (USD)”) is established pursuant to clause 2.2 (Additional Facility) of the Senior Facilities Agreement on the terms set out in the Extended Facility B (USD) Additional Facility Notice.

(b)

The Extended Facility B (USD) shall be provided by the Consenting USD Lenders and any other Additional Facility Lenders in respect of the Extended Facility B (USD) in the proportions and as set out in the Extended Facility B (USD) Additional Facility Notice.

2.4.

Step 2b on the Extension Effective Date – utilisation of Extended Facility B (USD)

(a)

In accordance with the Facility B Prepayment Notice (as defined below) and the Extended Facility B (USD) Utilisation Request, the Extended Facility B (USD) shall be utilised, and the Loans under Facility B (USD) shall be prepaid in full (together with all amounts which are due and payable in relation to the Facility B (USD) Loans including accrued but unpaid interest and (subject to sub-paragraph (b) below) any Break Costs (if any)) pursuant to clause 13.4 (Voluntary prepayment of Term Loans) of the Senior Facilities Agreement) as follows:

(i)

each Consenting USD Lender shall be deemed to have made a portion of its participation in the Extended Facility B (USD) Loan requested by the Extended Facility B (USD) Utilisation Request in an amount equal to its Extended Facility B (USD) Rollover Commitment (and the Company shall be deemed to have utilised such participation), such that such participation shall (x) automatically be constituted as owing to that Consenting USD Lender under the Extended Facility B (USD); and (y) that Consenting USD Lender’s Facility B (USD) Commitment shall be reduced by the amount of such participation; and

(ii)

each Consenting USD Lender (in relation to any Extended Facility B (USD) Upsize Commitments, if any) and the Additional Facility Lender in respect of Extended Facility B (USD) New Money Commitments shall participate pro rata in the Extended Facility B (USD) Loan requested under the Extended Facility B (USD) Utilisation Request in accordance with clause 5 (Utilisation - Loans) of the Senior Facilities Agreement (and, for the avoidance of doubt, its pro rata participation for the purposes of clause 5.4 (Lenders’ participation) of the Senior Facilities Agreement shall be determined taking into account the deemed participations of each Consenting USD Lender (in respect of its Extended Facility B (USD) Rollover Commitment) in the Extended Facility B (USD) Loan in accordance with paragraph (i) above) and shall, if so directed by the Company in accordance with the Facility B Prepayment Notice, apply the proceeds of its participation in such Extended Facility B (USD) Loan towards prepayment of the remaining participations (taking into account the reductions under paragraph (i) above) under Facility B (USD) Loans.

(b)

The Agent and the Company acknowledge that each Consenting USD Lender has, in accordance with clause 43.4(i) (Other exceptions) of the Senior Facilities Agreement, waived its right to receive any Break Costs in respect of any prepayment of its Extended Facility B (USD) Rollover Commitment.

2.5.

Step 3 on the Extension Effective Date – Amendment and Restatement of the Senior Facilities Agreement

(a)

By its countersignature to this Agreement, the Agent confirms that it has received the consent (in accordance with the terms set out in the A&E Documents and the Amended Senior Facilities Agreement) of each Consenting Lender and accordingly confirms (for itself and on behalf of the Consenting Lenders) that it consents to the Extension Amendments.

(b)

With effect immediately after completion of the steps set out in paragraphs 2.1 to 2.4 (inclusive) above on the Extension Effective Date, the Senior Facilities Agreement will be amended and restated such that it shall read and be construed for all purposes as set out in Schedule 3 (Form of Amended Senior Facilities Agreement) to this Agreement and for the avoidance of doubt, such amended and restated agreement shall supersede and replace in its entirety the Senior Facilities Agreement as amended by paragraphs 2.1 to 2.4 (inclusive) above.

EXTENSION OID

The extension fees and OID fees payable in connection with the establishment of the Extended Facility B (EUR) and Extended Facility B (USD) shall be payable accordance with the terms of the OID Fee Letter.

NOTICE OF PREPAYMENT OF TERM FACILITIES

4.1.

The parties agree that this Agreement shall constitute notice (the “Facility B Prepayment Notice”) to the Agent that the Company intends to prepay (or procure such prepayment) in full of all outstanding Term Loans under the Term Facilities in force immediately prior to the Extension Effective Date (together with all amounts which are due and payable in relation to such Term Loans including accrued but unpaid interest and any Break Costs (if any)) pursuant to clause 13.4 (Voluntary prepayment of Term Loans) of the Senior Facilities Agreement on 16 January 2024 (or such other date as notified by the Company to the Agent) (the “Prepayment Date”).

4.2.

The prepayment notice referred to in paragraph 4.1 above shall be revocable until the date falling four (4) Business Days (or such shorter period as the Agent (acting on the instructions of the Majority Lenders under the applicable Term Facility (each acting reasonably)) may agree) prior to the Prepayment Date.

GUARANTEE AND SECURITY CONFIRMATION

5.1.

The Company (as Obligors’ Agent for itself and on behalf of each other Obligor) and Topco (in respect only of Transaction Security granted by it) confirm for the benefit of the Secured Parties that to the fullest extent permitted by law:

(a)

each Obligor’s and Topco’s liabilities and obligations arising under the Amended Senior Facilities Agreement, the Intercreditor Agreement and the Finance Documents shall form part of (but do not limit) the “Liabilities”, “Secured Liabilities” or, as the case may be, “Secured Obligations” (or any equivalent or corresponding term) (as applicable) as defined in the Intercreditor Agreement and/or each Transaction Security Document to which that Obligor and/or Topco (as applicable) is a party (including by incorporation);

(b)

any Security created by it under the Transaction Security Documents extends to the liabilities and obligations of the Obligors and Topco (as applicable) under the Finance Documents and the Secured Debt Documents (as defined in the Intercreditor Agreement), as applicable (including the Amended Senior Facilities Agreement);

(c)

the Security created under the Transaction Security Documents continues in full force and effect on the terms of the respective Transaction Security Documents; and

(d)

the guarantees and indemnities set out in clause 25 (Guarantee and indemnity) of the Senior Facilities Agreement shall:

(i)

remain in full force and effect and shall continue to apply in respect of the liabilities and obligations of each Obligor under the Finance Documents; and

(ii)

extend to all new liabilities and obligations assumed by an Obligor under the Finance Documents (including the Amended Senior Facilities Agreement), including, but not limited to, the Total Commitments on the Extension Effective Date and shall be owed to each Finance Party, in each case subject only to the guarantee limitations set out in the Senior Facilities Agreement or otherwise in an Accession Deed.

5.2.

The Parties confirm that the acknowledgement of debt contained in clause 19.3 (Parallel Debt (Covenant to pay the Security Agent)) of the Intercreditor Agreement shall continue in full force and effect and apply and extend to any and all obligations of the Obligors under and in connection with the Senior Facilities Agreement and the Finance Documents (including, for the avoidance of doubt, the Amended Senior Facilities Agreement).

MISCELLANEOUS

6.1.

This Agreement is designated as a Finance Document.

6.2.

This Agreement may not be amended, or any provision hereof modified, except by an instrument in writing signed by each of the parties hereto.

6.3.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

6.4.

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

6.5.

Save as expressly provided in this Agreement, the Finance Documents remain and shall continue in full force and effect and no other amendment or waiver of any provision of any Finance Document is given by terms of this Agreement.

6.6.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

6.7.

Paragraphs (a) and (b) of clause 48.1 (Jurisdiction of English courts) of the Senior Facilities Agreement shall be incorporated in this Agreement mutatis mutandis.

[Remainder of this page intentionally left blank]

SCHEDULE 1

THE EFFECTIVE DATE OBLIGORS


Company Name	Jurisdiction	Registration Number
INNIO Group Holding GmbH	Austria	FN 489858f
INNIO Austria GmbH	Austria	FN 189091a
INNIO Jenbacher GmbH	Austria	FN 354147f
INNIO Jenbacher GmbH & Co OG	Austria	FN 239923d
INNIO Spark Plug Technology GmbH	Austria	FN 142725s
INNIO Waukesha Canada Corporation	Canada	3318158
INNIO North America Holding Inc.	Delaware	6921086
INNIO Waukesha Gas Engines Inc.	Delaware	2347088
INNIO International Holding B.V.	The Netherlands	71852336
INNIO Jenbacher International B.V.	The Netherlands	90210352
INNIO Jenbacher Netherlands B.V.	The Netherlands	90209982
Jenbacher GmbH	Germany	3520249

SCHEDULE 2

CONDITIONS PRECEDENT TO THE EXTENSION EFFECTIVE DATE

Corporate Authorisations: the Obligors

(d)

Constitutional documents: a copy of the constitutional documents of the Company.

(e)

Board approvals: with respect to the Company, INNIO Austria GmbH, INNIO Jenbacher GmbH and INNIO Jenbacher GmbH & Co OG to the extent legally required, a copy of the resolution of the board of directors, the management board of directors, any supervisory board of directors (or, in each case, any committee thereof) and/or equivalent body of the Company, INNIO Austria GmbH, INNIO Jenbacher GmbH, INNIO Jenbacher GmbH & Co OG (as applicable) approving the transactions and the Finance Documents to which it is a party, including in the case of the Company, a managing board resolution (Geschäftsführerbeschluss) and a shareholders’ resolution (Gesellschafterbeschluss).

(f)

Specimen Signatures: specimen signatures for such person(s) authorised in the resolutions of the Company referred to above (to the extent such person will execute a Finance Document).

(g)

Director’s or officer’s certificates: a certificate from the Company (signed by an authorised signatory):

(i)

certifying that each copy document relating to it specified in paragraphs (a) to (c) above is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded prior to the date of this Agreement; and

(ii)

confirming that, subject to the Guarantee Limitations, borrowing or guaranteeing or securing (as appropriate) the Total Commitments (immediately following the occurrence of the Extension Effective Date) would not cause any borrowing, guarantee, security or other similar limit binding on it to be exceeded.

Topco

Board approvals: with respect to Topco, to the extent legally required, a copy of a resolution of the board of directors, the management board of directors, any supervisory board of directors (or, in each case, any committee thereof) and/or equivalent body of Topco approving the transactions and the Finance Documents to which it is a party.

Finance Documents

A copy of the counterparts of each of the following documents in the agreed form, each duly executed by the Company (where applicable, acting as Obligors’ Agent) and Topco (to the extent party to such document):

(a)

this Agreement;

(b)

the Additional Facility Notice establishing the Extended Facility B (EUR);

(c)

the Additional Facility Notice establishing the Extended Facility B (USD);

(d)

a fee letter in respect of the extension OID fee payable pursuant to the Term Facility Extension (the “OID Fee Letter”) between, among others, the Company and the Agent; and

(e)

a copy of the Austrian law security confirmation agreement in the agreed form, duly executed by Topco, and the Company (acting, where applicable, on behalf of INNIO Austria GmbH, INNIO Jenbacher GmbH and INNIO Jenbacher GmbH & Co OG) and the Security Agent.

Legal Opinions

(a)

A legal opinion (as to enforceability) from Paul Hastings (Europe) LLP as English law counsel to the Lenders.

(b)

A legal opinion (as to enforceability) from BINDER GRÖSSWANG Rechtsanwälte GmbH as Austrian law counsel to the Lenders in respect of the Austrian law governed security confirmation agreement.

(c)

A legal opinion (as to capacity) from Schönherr Rechtsanwälte GmbH as Austrian law counsel to the Company

SCHEDULE 3

FORM OF AMENDED SENIOR FACILITIES AGREEMENT

     Weil, Gotshal & Manges (London) LLP
110 Fetter Lane
London EC4A 1AY
+44 20 7903 1000 main tel
+44 20 7903 0990 main fax
weil.com

     

    

AGREED FORM

Originally dated 25 October 2018 as amended by the Amendment and Restatement Agreement and as otherwise amended from time to time

SENIOR FACILITIES AGREEMENT

between

INNIO GROUP HOLDING GMBH

(previously known as AI ALPINE AT BIDCO GMBH)

as the Company

INNIO NORTH AMERICA HOLDING INC.

(previously known as AI ALPINE US BIDCO INC.)

as US Bidco

INNIO INTERNATIONAL HOLDING B.V.

(previously known as AI ALPINE NL BIDCO B.V.)

as Dutch Bidco

arranged by

BANK OF AMERICA, N.A. AND BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BNP PARIBAS FORTIS S.A./N.V., CITIGROUP GLOBAL MARKETS LIMITED, JEFFERIES FINANCE EUROPE, SCSP, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHLAND, NIEDERLASSUNG EINER FRANZÖSISCHEN SOCIÉTÉ ANONYME, ERSTE GROUP BANK AG, UNICREDIT BANK AUSTRIA AG, DEUTSCHE BANK AG, LONDON BRANCH AND LANDESBANK HESSEN-THÜRINGEN

GIROZENTRALE

as Mandated Lead Arrangers

with

WILMINGTON TRUST (LONDON) LIMITED

as Agent

and

WILMINGTON TRUST (LONDON) LIMITED

as Security Agent

Page No.


1	DEFINITIONS AND INTERPRETATION	1
2	THE FACILITIES	78
3	PURPOSE	90
4	CONDITIONS OF UTILISATION	91
5	UTILISATION – LOANS	95
6	UTILISATION – LETTERS OF CREDIT	98
7	LETTERS OF CREDIT	104
8	UTILISATION – BANK GUARANTEES	109
9	BANK GUARANTEES	115
10	OPTIONAL CURRENCIES	121
11	ANCILLARY FACILITIES	122
12	REPAYMENT	133
13	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION	136
14	MANDATORY PREPAYMENT	141
15	RESTRICTIONS	148
16	INTEREST	149
17	INTEREST PERIODS	153
18	CHANGES TO THE CALCULATION OF INTEREST	155
19	FEES	157
20	TAXES	164
21	INCREASED COSTS	178
22	OTHER INDEMNITIES	180
23	MITIGATION BY THE LENDERS	183
24	COSTS AND EXPENSES	184
25	GUARANTEES AND INDEMNITY	185
26	REPRESENTATIONS AND WARRANTIES	192
27	INFORMATION UNDERTAKINGS	200
28	FINANCIAL COVENANT	209
29	GENERAL UNDERTAKINGS	226
30	EVENTS OF DEFAULT	232
31	CHANGES TO THE LENDERS	239
32	DEBT PURCHASE TRANSACTIONS	253
33	CHANGES TO THE OBLIGORS	258
34	ROLE OF THE AGENT, THE MANDATED LEAD ARRANGERS, THE ISSUING BANK AND OTHERS	263
35	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	276


36	SHARING AMONG THE FINANCE PARTIES	276
37	PAYMENT MECHANICS	278
38	SET-OFF	283
39	NOTICES	283
40	CALCULATIONS AND CERTIFICATES	286
41	PARTIAL INVALIDITY	287
42	REMEDIES AND WAIVERS	287
43	AMENDMENTS AND WAIVERS	287
44	CONFIDENTIALITY	299
45	COUNTERPARTS	304
46	GOVERNING LAW	304
47	POWER OF ATTORNEY	304
48	ENFORCEMENT	304


Schedule 1 THE ORIGINAL PARTIES	306
Schedule 2 CONDITIONS PRECEDENT	309
Schedule 3 REQUESTS AND NOTICES	315
Schedule 4 FORM OF TRANSFER CERTIFICATE	325
Schedule 5 FORM OF ASSIGNMENT AGREEMENT	329
Schedule 6 FORM OF ACCESSION DEED	333
Schedule 7 FORM OF RESIGNATION LETTER	338
Schedule 8 FORMS OF COMPLIANCE CERTIFICATE	340
Schedule 9 TIMETABLES	344
Schedule 10 FORM OF LETTER OF CREDIT	348
Schedule 11 AGREED SECURITY PRINCIPLES	351
Schedule 12 FORM OF INCREASE CONFIRMATION	361
Schedule 13 FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE	365
Schedule 14 FORMS OF ADDITIONAL FACILITY NOTIFICATIONS	369
Schedule 15 GENERAL UNDERTAKINGS	375
Schedule 16 EVENTS OF DEFAULT	415
Schedule 17 CERTAIN NEW YORK LAW DEFINED TERMS	418

THIS AGREEMENT was originally made on 25 October 2018 between the following parties and has been amended and restated on the Extension Effective Date:

(1)

INNIO GROUP HOLDING GMBH (previously known as AI ALPINE AT BIDCO GMBH),a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Austria having its registered address at Achenseestraβe 103, 6200, Jenbach, Austria and registered with the companies’ register (Firmenbuch) of the commercial court of Vienna (Handelsgericht Wien) under FN489858f (the “Company”);

(2)

INNIO NORTH AMERICA HOLDING INC. (previously known as AI ALPINE US BIDCO INC.), a limited liability company incorporated in the State of Delaware having its registered office at Corporation Trust Centre, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware, 19801 (“US Bidco”);

(3)

INNIO INTERNATIONAL HOLDING B.V. (previously known as AI ALPINE NL BIDCO B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) having its seat in Amsterdam, its address at Herengracht 450, 1017 CA Amsterdam and registered in the trade register under number 71852336 (“Dutch Bidco”);

(4)

THE ENTITIES listed in Part I (The Original Obligors) of Schedule 1 (The Original Parties) as original borrowers (the “Original Borrowers”);

(5)

THE ENTITIES listed in Part I (The Original Obligors) of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”);

(6)

BANK OF AMERICA, N.A. AND BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BNP PARIBAS FORTIS S.A./N.V., CITIGROUP GLOBAL MARKETS LIMITED, JEFFERIES FINANCE EUROPE, SCSP, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHLAND, NIEDERLASSUNG EINER FRANZÖSISCHEN SOCIÉTÉ ANONYME, ERSTE GROUP BANK AG, UNICREDIT BANK AUSTRIA AG, DEUTSCHE BANK AG, LONDON BRANCH and LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Mandated Lead Arrangers”);

(7)

THE FINANCIAL INSTITUTIONS listed in Part II (The Original Lenders) of Schedule 1 (The Original Parties) as Lenders (the “Original Lenders”);

(8)

WILMINGTON TRUST (LONDON) LIMITED as agent of the other Finance Parties (the “Agent”);

(9)

WILMINGTON TRUST (LONDON) LIMITED as security agent for the Secured Parties (the “Security Agent”); and

(10)

UNICREDIT BANK AUSTRIA AG as issuing bank for the Original Guarantee Facility (the “Original Guarantee Facility Issuing Bank”).

IT IS AGREED as follows

DEFINITIONS AND INTERPRETATION

1.1.

Definitions

In this Agreement:

“Acceptable Bank” means:

(a)

a bank or financial institution which has a long term unsecured credit rating of at least BBB- by S&P or Fitch or at least Baa3 by Moody’s or a comparable rating

from an internationally recognised credit rating agency, or any bank or financial institution which (having previously satisfied such requirement) ceases to satisfy the foregoing ratings requirement for a period of not more than three (3) Months;

(b)

any Finance Party or any Affiliate of a Finance Party;

(c)

any other bank or financial institution included on the Approved List or which otherwise provides banking services to the Group (including the Target Group) and is notified in writing to the Agent on or before the Closing Date; and

(d)

any other bank or financial institution approved by the Agent (acting reasonably) or providing banking services to a business or entity acquired by a member of the Group, provided that such services are terminated and moved to a bank or financial institution falling under another limb of this definition within six (6) Months of completion of the relevant acquisition.

“Acceptable Funding Sources” means without duplication:

(a)

Proceeds of asset dispositions described in sub-paragraphs (i) to (xxii) of the definition of Asset Disposition (and other proceeds of Asset Dispositions to the extent not required to be applied in prepayment of the Facilities);

(b)

Equity Contributions;

(c)

Permitted Indebtedness;

(d)

Retained Cash;

(e)

Excess IPO Proceeds;

(f)

Closing Overfunding; and

(g)

cash and Cash Equivalent Investments held by members of the Group, provided that such cash and Cash Equivalent Investments would otherwise have been able to be used at that time to make a Permitted Payment,

in each case to the extent any such amount is Not Otherwise Applied.

“Acceptable Nation” has the meaning given to that term in the definition of Cash Equivalent Investments.

“Accession Deed” means a document substantially in the form set out in Schedule 6 (Form of Accession Deed) or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

“Accounting Principles” means, in respect of any Reporting Entity or a member of any Reporting Entity Group or the Group (as applicable), at its election, IFRS or generally accepted accounting principles it in its jurisdiction of incorporation, in each case to the extent applicable to the relevant financial statements and as applied by such Reporting Entity or that member of the Reporting Entity Group or Group (as applicable) from time to time.

“Accounting Reference Date” means 31 December, or otherwise the accounting reference date of the relevant Reporting Entity.

“Acquired Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Acquired Person or Asset” means:

(a)

a person or any of its Subsidiaries that becomes a Restricted Subsidiary after the Closing Date;

(b)

a person that merges with or into or consolidates or otherwise combines with any Restricted Subsidiary after the Closing Date; or

(c)

assets of, or shares (or other ownership interests) in, any person listed in paragraphs (a) or (b) above, or otherwise acquired after the Closing Date,

in each case other than in connection with the Acquisition.

“Acquisition” means the direct or indirect acquisition by the Bidcos of the Targets in accordance with the terms of the Acquisition Agreement.

“Acquisition Agreement” means the sale and purchase agreement dated 25 June 2018 between the Bidcos and the Vendor in respect of the Acquisition.

“Acquisition Closing Date” means the date on which the Acquisition is completed in accordance with the terms of the Acquisition Agreement.

“Acquisition Costs” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Acquisition Documents” means the Acquisition Agreement and each other document or agreement designated in writing as an Acquisition Document by the Obligors’ Agent and the Agent (each acting reasonably).

“Additional Borrower” means a person which becomes a Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Facility” means one or more additional facilities made available pursuant to Clause 2.2 (Additional Facilities) which are documented under this Agreement including as new or existing facility commitment(s) and/or as an additional tranche or class of, or an increase of, or an extension of, any existing Facility or a previously incurred Additional Facility.

“Additional Facility Borrower” means:

(a)

any member of the Group which is specified as a borrower under an Additional Facility in the applicable Additional Facility Notice and which:

(i)

is a Borrower under this Agreement; or

(ii)

accedes as an Additional Borrower in accordance with Clause 33 (Changes to the Obligors); and

(b)

any member of the Group which accedes as an Additional Borrower under the relevant Additional Facility in accordance with Clause 33 (Changes to the Obligors),

unless, in each case, it has ceased to be a Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Facility Commencement Date” means in respect of an Additional Facility, the date, as elected by the Obligors’ Agent, specified as the Additional Facility

Commencement Date (being any date when the relevant Additional Facility is committed, utilised or available for utilisation) in the Additional Facility Notice relating to that Additional Facility.

“Additional Facility Commitment” means:

(a)

in relation to an Additional Facility Lender, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Facility Lender and the amount of any other Additional Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Additional Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase),

to the extent:

(i)

not cancelled, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 32 (Debt Purchase Transactions).

“Additional Facility Lender” means any Lender or other bank, trust, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Facility.

“Additional Facility Lender Accession Notice” means a notice substantially in the form set out in Part I (Form of Additional Facility Lender Accession Notice) of Schedule 14 (Forms of Additional Facility Notifications) or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

“Additional Facility Loan” means a loan made or to be made under any Additional Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the relevant Additional Facility Commencement Date).

“Additional Facility Notice” means, in respect of an Additional Facility, a notice substantially in the form set out in Part II (Form of Additional Facility Notice) of Schedule 14 (Forms of Additional Facility Notifications) (or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably)) delivered by the Obligors’ Agent to the Agent in accordance with Clause 2.2 (Additional Facilities).

“Additional Guarantee Facility” means any Additional Facility which is designated as a Guarantee Facility in an Additional Facility Notice.

“Additional Guarantee Facility Borrower” means:

(a)

any member of the Group which is specified as a borrower under an Additional Guarantee Facility in the applicable Additional Facility Notice and which:

(i)

is a Borrower under this Agreement; or

(ii)

accedes as an Additional Borrower under the Guarantee Facility in accordance with Clause 33 (Changes to the Obligors);

(b)

any member of the Group which accedes as an Additional Borrower under the relevant Additional Facility in accordance with Clause 33 (Changes to the Obligors); and

(c)

an Approved Subsidiary,

unless, in the case of paragraphs (a) and (b) above, it has ceased to be a Guarantee Facility Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Guarantee Facility Commitment” means:

(a)

in relation to an Additional Guarantee Facility Lender, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Guarantee Facility Lender and the amount of any other Additional Guarantee Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Additional Guarantee Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase),

to the extent:

(i)

not cancelled, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 32 (Debt Purchase Transactions).

“Additional Guarantee Facility Lender” means any Lender or other bank, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Guarantee Facility.

“Additional Guarantee Facility Utilisation” means a Bank Guarantee issued or to be issued under an Additional Guarantee Facility.

“Additional Guarantor” means any person which becomes an Additional Guarantor in accordance with Clause 33 (Changes to the Obligors).

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

“Additional Revolving Facility” means any Additional Facility which is designated as a Revolving Facility in an Additional Facility Notice.

“Additional Revolving Facility Borrower” means:

(a)

any member of the Group which is specified as a borrower under an Additional Revolving Facility in the applicable Additional Facility Notice and which:

(i)

is a Borrower under this Agreement; or

(ii)

accedes as an Additional Borrower under the Revolving Facility in accordance with Clause 33 (Changes to the Obligors); and

(b)

any member of the Group which accedes as an Additional Borrower under the relevant Additional Facility in accordance with Clause 33 (Changes to the Obligors),

unless, in each case, it has ceased to be a Revolving Facility Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Revolving Facility Commitment” means:

(a)

in relation to an Additional Revolving Facility Lender, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Revolving Facility Lender and the amount of any other Additional Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Additional Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase),

to the extent:

(i)

not cancelled, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 32 (Debt Purchase Transactions).

“Additional Revolving Facility Lender” means any Lender or other bank, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Revolving Facility.

“Additional Revolving Facility Loan” means a loan made or to be made under any Additional Revolving Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the relevant Additional Facility Commencement Date).

“Additional Revolving Facility Utilisation” means an Additional Revolving Facility Loan or a Letter of Credit issued or to be issued under an Additional Revolving Facility.

“Additional Term Facility” means any Additional Facility which is not an Additional Revolving Facility.

“Advent Investors” means Advent International, L.P. and any funds, limited partnerships or other entities managed or advised by Advent International, L.P. or any of their Affiliates or direct or indirect Subsidiaries (but excluding, in each case, any portfolio company which is an obligor (and any of its Subsidiaries) in respect of any third party financing provided to that portfolio company (or any of its Subsidiaries) in which Advent International, L.P. or such funds, limited partnerships, Affiliates, Subsidiaries or investors hold an investment or interest in).

“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 the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. (local time) on a particular day or, if the Agent does not have a spot rate of exchange, the spot rate of exchange of any Original Revolving Facility Lender as selected by the Company.

“Agreed Certain Funds Obligor” means any member of the Group and/or any third party security provider which is a Holding Company of the Company designated as an Agreed Certain Funds Obligor by the Obligors’ Agent and the relevant Revolving Facility Lenders, Guarantee Facility Lenders or Additional Facility Lenders who have agreed to provide an Agreed Certain Funds Utilisation in accordance with the provisions of Clause 4.6 (Utilisations during an Agreed Certain Funds Period).

“Agreed Certain Funds Period” means, in respect of any Facility or Utilisation which all of the relevant Lenders have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations during an Agreed Certain Funds Period), the period specified in a notice delivered by the Obligors’ Agent and the relevant Lenders to the Agent.

“Agreed Certain Funds Utilisation” means:

(a)

in respect of any Revolving Facility or Guarantee Facility which all of the relevant Revolving Facility Lenders or Guarantee Facility Lenders (as applicable) have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations during an Agreed Certain Funds Period), a Utilisation made or to be made under the relevant Revolving Facility or Guarantee Facility during the Agreed Certain Funds Period solely for any of the purposes agreed with the relevant Revolving Facility Lenders or Guarantee Facility Lenders (as applicable); and

(b)

in respect of an Additional Facility which all of the Additional Facility Lenders providing such Additional Facility have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations during an Agreed Certain Funds Period), a Utilisation made or to be made under the relevant Additional Facility during the Agreed Certain Funds Period solely for any of the purposes agreed with the relevant Additional Facility Lenders providing such Additional Facility.

“Agreed Co-Investor” means Abu Dhabi Investment Authority (“ADIA”) and any funds, limited partnerships or other entities managed or advised by ADIA (including, for the avoidance of doubt, Luxinva) or any of their Affiliates or direct or indirect Subsidiaries (but excluding, in each case, any portfolio company which is an obligor (and any of its Subsidiaries) in respect of any third party financing provided to that portfolio company (or any of its Subsidiaries) in which ADIA or such funds, limited partnerships, Affiliates, Subsidiaries or investors hold an investment or interest in).

“Agreed Security Principles” means the principles set out in Schedule 11 (Agreed Security Principles).

“Amendment and Restatement Agreement” means the amendment and restatement agreement dated 18 December 2023 between, amongst others, the Company and the Agent.

“Amortising Facility” means:

(a)

Facility B (USD);

(b)

an Additional Term Facility which is repayable by instalments; and

(c)

any Facility if any Lender under the applicable Facility has accepted repayment by instalments in accordance with (b)(iv)(B) of Clause 2.2 (Additional Facilities).

“Amortising Facility Commitment” means any Commitment under an Amortising Facility.

“Amortising Facility Loan” means a Loan made or to be made under an Amortising Facility.

“Amortising Facility Repayment Date” means:

(a)

in respect of Facility B (USD):

(i)

each Quarter Date falling prior to the Termination Date in respect of Facility B, commencing with the first Quarter Date falling not less than one (1) complete Financial Quarter after the Extension Effective Date; and

(ii)

the Termination Date in respect of Facility B;

(b)

in respect of an Additional Facility which is an Amortising Facility, each date set out as such in the relevant Additional Facility Notice for that Additional Facility (including the Termination Date in respect of that Additional Facility); and

(c)

in respect of an Amortising Facility under paragraph (c) of that definition, each date determined in accordance with paragraph (b)(iv)(B) of Clause 2.2 (Additional Facilities) (including the Termination Date in respect of that Amortising Facility).

“Amortising Facility Repayment Instalment” means:

(a)

in respect of a Facility B (USD) Loan:

(i)

on each Amortising Facility Repayment Date in respect of Facility B (USD) falling prior to the Termination Date in respect of Facility B, an amount equal to 0.25% of the principal amount of such Facility B (USD) Loan as at the Extension Effective Date; and

(ii)

on the Termination Date in respect of Facility B, the principal amount of such Facility B (USD) Loan not repaid or prepaid prior to such date;

(b)

in respect of an Additional Facility which is an Amortising Facility, each repayment instalment in relation to that Additional Facility calculated and payable in accordance with the provisions of paragraph (a)(i) of Clause 12.2 (Repayment of Additional Term Facility Loans) and the applicable Additional Facility Notice; and

(c)

in respect of an Amortising Facility under paragraph (c) of that definition, each repayment instalment determined in accordance with paragraph (b)(iv)(B) of Clause 2.2 (Additional Facilities),

in each case as amended pursuant to Clause 12.5 (Effect of Cancellation and Prepayment on Scheduled Repayments).

“Ancillary Commencement Date” means, in relation to an Ancillary Facility or Fronted Ancillary Facility (as the case may be), the date on which that Ancillary Facility or Fronted Ancillary Facility (as the case may be) is first made available whether or not drawn, which date shall be a Business Day within the Availability Period for the relevant Revolving 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 11 (Ancillary Facilities), in each case as notified by the Ancillary Lender to the Agent pursuant to Clause 11.2 (Availability) 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 or a Fronted Ancillary Facility (as the case may be).

“Ancillary Facility” has the meaning given to that term in Clause 11.2 (Availability). “Ancillary Facility Utilisation” means a Utilisation under an Ancillary Facility.

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 11 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time:

(a)

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:

(i)

the principal amount under each overdraft facility and on demand short term loan facility (provided that, for the purposes of this definition, any amount of any outstanding utilisation under any BACS facility, other intra-day or overnight exposure facilities (or similar) made available by an Ancillary Lender shall be excluded, unless, in relation to that Ancillary Facility, otherwise agreed between the Obligors’ Agent and the relevant Ancillary Lender);

(ii)

the principal face value amount of each guarantee, bond and letter of credit under that Ancillary Facility; and

(iii)

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

(b)

in relation to a Fronted Ancillary Facility and Fronting Ancillary Lender or Fronted Ancillary Lender, the aggregate amounts (in the Base Currency as calculated by the relevant Fronting Ancillary Lender or Fronted Ancillary Lender) outstanding as referred to in paragraphs (a)(i), (a)(ii) and (a)(iii) above (where, for this purpose, references in paragraph (a) above to Ancillary Lender shall be read as Fronting Ancillary Lender and Fronted Ancillary Lender, and references to Ancillary Facility should be read as Fronted Ancillary Facility) under that Fronted Ancillary Facility,

in each case net of any cash cover for that Ancillary Facility or Fronted Ancillary Facility and any credit balances on any account of any Borrower of an Ancillary Facility or Fronted Ancillary Facility with the Ancillary Lender or Fronting Ancillary Lender making available that Ancillary Facility or Fronted Ancillary Facility to the extent that the credit balances are freely available to be set-off by that Ancillary Lender or Fronting Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility or Fronted Ancillary Facility and in each case as determined by such Ancillary Lender or Fronting Ancillary Lender and Fronted Ancillary Lender(s), acting reasonably and in accordance with the relevant Ancillary Document, or (if not provided for in the relevant Ancillary

Document), after consultation with the relevant Borrower, in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

For the purposes of this definition:

(A)

in relation to any Utilisation denominated in the Base Currency, the amount of that Utilisation (determined as described in paragraphs (a) and (b) above) shall be used; and

(B)

in relation to any Utilisation not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary Document or, if not so specified, as the relevant Ancillary Lender or Fronting Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent in the Base Currency (acting reasonably)) of the amount of that Utilisation (determined as described in paragraphs (a) and (b) above) shall be used.

“Annual Compliance Certificate” means a certificate substantially in the form set out in Part II (Form of Annual Compliance Certificate) of Schedule 8 (Forms of Compliance Certificate) and delivered by the Obligors’ Agent to the Agent under paragraph (c) of Clause 27.2 (Provision and contents of Compliance Certificates).

“Annual Financial Statements” has the meaning given to that term in paragraph (a)(i) of Clause 27.1 (Financial statements).

“Anti-Corruption Laws” means all laws of any jurisdiction applicable to an Obligor from time to time prohibiting bribery or corruption or money laundering (including the Bribery Act 2010 and the United States Foreign Corrupt Practices Act of 1977).

“Applicable Metric” means any financial covenant, ratio, permission, test, basket or threshold in any Finance Document (including any financial definition or component thereof and any financial covenant, ratio, permission, test, basket or threshold directly or indirectly calculated by reference to Consolidated EBITDA, Consolidated Pro Forma EBITDA, LTM EBITDA, the Senior Secured Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio or the Fixed Charge Coverage Ratio).

“Applicable Reporting Date” means, at the election of the Obligors’ Agent:

(a)

if no Financial Statements have yet been delivered since the Closing Date, the Closing Date, with such Applicable Metric determined by reference to the financial information set out in the Base Case Model;

(b)

the most recent Quarter Date for which Financial Statements have been delivered pursuant to the terms of this Agreement, with such Applicable Metric determined by reference to such Financial Statements; or

(c)

the last date of the most recently completed Relevant Period for which the Group has sufficient available information to be able to determine such Applicable Metric, with such Applicable Metric determined by reference to such available information, provided that such information is provided to the Agent.

“Applicable Test Date” means the most recent Applicable Reporting Date elected by the Obligors’ Agent prior to:

(a)

the date on which any applicable Additional Facility or Permitted Indebtedness is committed or, in respect of any Indebtedness of a person acquired by a member of the Group, the date such acquisition is committed or the date on which the relevant Permitted Investment, Permitted Payment, consolidation or merger or other action based on an Applicable Metric is committed to be made or declared;

(b)

the Additional Facility Commencement Date in respect of any applicable Additional Facility, the date of any debt instrument constituting, documenting or evidencing any applicable Permitted Indebtedness or, in respect of any Indebtedness of a person acquired by a member of the Group, the date such acquisition occurs;

(c)

the date of any incurrence of all or part of such Additional Facility or Permitted Indebtedness, as the case may be or the date on which the relevant Permitted Investment, Permitted Payment, consolidation or merger or other action based on an Applicable Metric is consummated; or

(d)

as otherwise determined in accordance with Section 1 (Limitation on Indebtedness) or Section 2 (Limitation on Restricted Payments) of Schedule 15 (General Undertakings),

and, in each case, the Obligors’ Agent may revoke such determination at any time and from time to time.

“Applicable US Laws” has the meaning given to such term in Clause 25.13 (Guarantee Limitations: United States of America).

“Approved Existing Ancillary Facility” means the ancillary facilities or other facilities of the type described in Clause 11.1 (Type of Facility) made available to the Group (including the Target Group) by a Lender which, prior to the Closing Date, are agreed and designated in writing as Approved Existing Ancillary Facilities by the Obligors’ Agent and the Lender which will provide those ancillary facilities as Ancillary Facilities under this Agreement in place of a corresponding part of that Lender’s unutilised Revolving Facility Commitments and promptly notified to the Agent.

“Approved Facility B Jurisdiction” means each jurisdiction listed in paragraph (a)(i)(B) of Clause 33.2 (Additional Borrowers).

“Approved List” means the list of lenders and potential lenders agreed by the Obligors’ Agent and the Mandated Lead Arrangers before the Closing Date and held by the Agent (as the same may be amended from time to time pursuant to paragraph (c) of Clause 31.3 (Conditions of assignment or transfer)).

“Approved Subsidiary” means each member of the Target Group set out in a list delivered to the Agent, the Original Guarantee Facility Issuing Bank and each Guarantee Facility Lender on or prior to the Closing Date and any Eligible Subsidiary that has become an Approved Subsidiary in accordance with Clause 8.9 (Approved Subsidiaries).

“Arrangement Fee Letter” has the meaning given in to that term in the definition of “Fee Letter”.

“Asset Disposition” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee, provided that if that other form does not contain an undertaking substantially similar to the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

“Auditors” means any firm of independent accountants appointed by the Company as its auditors from time to time.

“Austrian Capital Maintenance Rules” has the meaning given to that term in Clause 25.12 (Guarantee Limitations: Austria).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration, in each case required by any applicable law or regulation.

“Availability Period” means:

(a)

in relation to Facility B, the period from (and including) the Extension Effective Date to and including 31 March 2024;

(b)

in relation to the Original Guarantee Facility, the period from (and including) the Closing Date to (and including) the date falling one (1) Month prior to the Termination Date applicable to the Original Guarantee Facility;

(c)

in relation to the Original Revolving Facility, the period from (and including) the date of this Agreement to (and including) the date falling one (1) Month prior to the Termination Date applicable to the Original Revolving Facility; and

(d)

in relation to any Additional Facility, the period specified in the Additional Facility Notice delivered by the Obligors’ Agent in accordance with Clause 2.2 (Additional Facilities) for those Additional Facility Commitments.

“Available Ancillary Commitment” means in relation to an Ancillary Facility or a Fronted Ancillary Facility, an Ancillary Lender’s Ancillary Commitment or a Fronted Ancillary Lender’s Fronted Ancillary Commitment or a Fronting Ancillary Lender’s Fronting Ancillary Commitments (which in the case of a multi-account overdraft, for the purpose of this definition, shall be the Designated Net Amount, unless, in relation to any Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment, otherwise agreed between the Obligors’ Agent and the relevant Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender) less the Ancillary Outstandings in relation to that Ancillary Facility or, in the case of a Fronted Ancillary Facility, that Fronted Ancillary Lender’s or Fronting Ancillary Lender’s proportion of the Ancillary Outstandings.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 11.8 (Affiliates of Lenders) and as set out below):

(a)

the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its (and its Affiliate’s) Ancillary Commitments, Fronted Ancillary Commitments and Fronting Ancillary Commitments; and

(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 Facility on or before the proposed Utilisation Date and, in the case of a Revolving Facility

only, the Base Currency Amount of its (and its Affiliate’s) Ancillary Commitment, Fronted Ancillary Commitments and Fronting Ancillary Commitments (which in the case of a multi-account overdraft, for the purpose of this definition, shall be the Designated Net Amount) in relation to any new Ancillary Facility or Fronted 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 Revolving Facility only, the following amounts shall not be deducted from a Lender’s Commitment under that Revolving Facility:

(i)

that Lender’s (or its Affiliate’s) participation in any Revolving Facility Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii)

that Lender’s (or its Affiliate’s) Ancillary Commitments, Fronted Ancillary Commitments and Fronting Ancillary Commitments to the extent that they are due to be reduced or cancelled 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 Guarantee Facility only, that Lender’s participation in any Guarantee Facility Utilisations under that Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender’s Guarantee Facility Commitment.

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

“A&E Coordinators” means BNP Paribas Fortis S.A./N.V., Citibank N.A., London Branch, Deutsche Bank Aktiengesellschaft, Morgan Stanley Bank AG and UniCredit Bank Austria AG.

“Bank Guarantee” means any guarantee (including, but not limited to, an advance payment guarantee), bond (including, but not limited to, a surety bond or performance bond), indemnity, letter of credit, documentary or like letter of credit or any other instrument (including of suretyship or payment), issued, undertaken or made by a Guarantee Facility Lender (or the Guarantee Facility Issuing Bank on its behalf) in a form requested by a Borrower (or the Obligors’ Agent on its behalf) and agreed with the Guarantee Facility Issuing Bank (whether pursuant to a Supplemental Guarantee Facility Document or otherwise) acting reasonably and in good faith.

“Bank Guarantee Fee” has the meaning given to it in paragraph (a) of Clause 19.7 (Fees payable in respect of Bank Guarantees).

“Bank Guarantee Rate” has the meaning given to it in paragraph (a) of Clause 19.7 (Fees payable in respect of Bank Guarantees).

“Bank Levy” means any amount payable by any Finance Party or any of its Affiliates on the basis of, or in relation to:

(a)

its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the United Kingdom bank levy as set out in the Finance Act 2011, the French taxe de risque bancaire systémique as set out in Article 235 ter ZE of the French Tax Code and the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out in Article 235 ter ZE bis of the French Tax Code, the

German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz), the Dutch bankenbelasting as set out in the Dutch bank levy act (Wet bankenbelasting), the Austrian bank levy as set out in the Austrian Stability Duty Act (Stabilitätsgesetz), the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as set out in the Law 16/2012 of 27 December 2012, the Swedish bank levy as set out in the Swedish Precautionary Support Act (Sw. lag (2015:1017) om förebyggande statligt stöd till kreditinstitut) (as amended)) and any tax in any jurisdiction levied on a similar basis or for a similar purpose; or

(b)

any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation No. 806 / 2014 of 15 July 2014 which has been enacted or which has been formally announced as proposed as at the date of this Agreement (or, if later, the date on which the relevant Finance Party becomes a Party).

“Base Case Model” means the financial model relating to the Group in the agreed form and delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).

“Base Currency” means:

(a)

for Facility B (EUR), euro;

(b)

for Facility B (USD), the Original Guarantee Facility and the Original Revolving Facility, US Dollars; and

(c)

in relation to any Additional Facility, as agreed between the Obligors’ Agent and the applicable Additional Facility Lenders.

“Base Currency Amount” means:

(a)

in relation to a Utilisation of a Facility, 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 for that Facility, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Utilisation Date or, if later, on the date the Agent (or the Guarantee Facility Issuing Bank, as applicable) receives the Utilisation Request in accordance with the terms of this Agreement);

(b)

in relation to an Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Obligors’ Agent pursuant to Clause 11.2 (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 (3) Business Days before the Ancillary Commencement Date for that Ancillary Facility or Fronted Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment or Fronted Ancillary Commitment and Fronting Ancillary Commitment in accordance with the terms of this Agreement); and

(c)

in relation to an Additional Facility Commitment, the amount specified as such in the Additional Facility Notice delivered to the Agent by the Obligors’ Agent pursuant to Clause 2.2 (Additional Facilities) (or, if the amount specified is not denominated in the Base Currency, that amount of the Additional Facility converted into the Base Currency at the spot rate of exchange on the relevant date (as elected and determined by the Obligors’ Agent acting reasonably and in good

faith) and notified to the Agent or if the Obligors’ Agent has not notified to the Agent, such conversion rate at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Additional Facility Commencement Date for that Additional Facility or, if later, the Applicable Test Date in relation thereto),

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

“Bidcos” means the Company, US Bidco and Dutch Bidco. “Board of Directors” means:

(a)

with respect to the Company or any company or corporation, the board of directors or managers, as applicable, of that company or corporation, or any duly authorised committee thereof;

(b)

with respect to any partnership, the board of directors or other governing body of the general partner of that partnership or any duly authorised committee thereof, except if a manager or a board of managers have been appointed in accordance with the constitutional documents of such partnership, in which case paragraph (a) above shall apply; and

(c)

with respect to any other person, the board or any duly authorised committee of that person serving a similar function.

Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors (excluding employee representatives, if any) on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval).

“Borrower” means:

(a)

in the case of Facility B, a Facility B Borrower;

(b)

in the case of a Guarantee Facility, a Guarantee Facility Borrower;

(c)

in the case of a Revolving Facility, a Revolving Facility Borrower;

(d)

in the case of an Additional Facility, the relevant Additional Facility Borrower(s); and

(e)

in the case of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Ancillary Lender pursuant to Clause 11.9 (Affiliates of Borrowers).

“Break Costs” means the amount (if any) by which:

(a)

EURIBOR, if positive and disregarding any interest rate floor, for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount (if positive) which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Bridging Debt” means any Indebtedness which is incurred with an initial maturity of or about one (1) year or less:

(a)

as interim indebtedness to be refinanced by long term indebtedness which is not prohibited by the terms of this Agreement;

(b)

as a bridge to a refinancing by way of any other indebtedness which is not prohibited by the terms of this Agreement which is in the form of bonds, notes or other equivalent security issuance, and which shall be:

(i)

refinanced in full with the proceeds of such bonds, notes or other equivalent securities; or

(ii)

converted or exchanged on or about (or prior to) one (1) year from the incurrence of the relevant Bridging Debt on terms customary for an instrument of this type into term loans or other bonds, notes or other equivalent securities.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Vienna, Amsterdam, New York and Luxembourg; 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) any TARGET Day; and

(c)

(in relation to any date for payment by a Borrower (other than a Borrower incorporated in England and Wales, Austria, the Netherlands, the United States of America or Luxembourg)) in that Borrower’s jurisdiction of incorporation.

“Capital Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Cash Equivalent Investments” means, at any time when held by a member of the Group, any Cash Equivalents (as defined in Schedule 17 (Certain New York Law Defined Terms) and (without double counting)):

(a)

debt securities or other investments in marketable debt obligations issued or guaranteed by the United States of America, the United Kingdom, Switzerland, Japan, Canada, any member state of the European Union, Australia or any other state which has a rating for its short term unsecured and non credit enhanced debt obligations of A 1 or higher by S&P or F1 or higher by Fitch or P 1 or higher by Moody’s or by an instrumentality or agency of any such government having an equivalent credit rating or which state has been approved by the Agent (acting on the instructions of the Majority Lenders) (each an “Acceptable Nation”) or any agency thereof and having not more than one (1) year to final maturity;

(b)

certificates of deposit maturing within one (1) year after the relevant date of calculation and issued by an Acceptable Bank;

(c)

any investment in marketable debt obligations issued or guaranteed by any government of any Acceptable Nation, maturing within one (1) year after the relevant date of calculation and not convertible or exchangeable to any other security;

(d)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

which matures within one (1) year after the relevant date of calculation; and

(iii)

which has a credit rating of either A1 or higher by S&P or F1 or higher by Fitch or P1 or higher by Moody’s, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its short term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(e)

bills of exchange issued in any Acceptable Nation or, in each case, any agency thereof and eligible for rediscount at the relevant central bank and accepted by a bank (or their dematerialised equivalent);

(f)

any investment which:

(i)

is an investment in money market funds:

(A)

with a credit rating of either A1 or higher by S&P or F1 or higher by Fitch or P1 or higher by Moody’s; or

(B)

which invests substantially all their assets in securities of the types described in paragraphs (a) to (e) above;

(ii)

is any other money market investment (including repurchase agreements) and substantially all of the assets or collateral in respect of that investment have a credit rating of either A1 or higher by S&P or F1 or higher by Fitch or P1 or higher by Moody’s; or

(iii)

can be turned into cash on not more than 30 days’ notice; or

(g)

any other debt security approved by the Majority Lenders (acting reasonably),

in each case, 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 member of the Group or subject to any Security (other than a Permitted Lien).

“Centre of Main Interests” means the “centre of main interests” as such term is used in Article 3(1) of Regulation (EU) No. 2015/848 of May 2015 of the European Parliament and of the Council on Insolvency Proceedings (recast).

“CEO” means the chief executive officer of the Group or, if no chief executive officer is appointed, such other person fulfilling the functions of chief executive officer of the Group.

“Certain Funds Entities” means the Company and (to the extent any Major Default, Major Representation and/or Major Undertaking (as applicable) applies to it only) Topco.

“Certain Funds Period” means the period beginning on (and including) 25 October 2018 and ending at 11.59 p.m. on the earliest to occur of:

(a)

the Closing Date;

(b)

30 April 2019; and

(c)

the date on which the Obligors’ Agent (or any of its Affiliates) notifies the Agent in writing (which notification shall be provided as soon as reasonably practicable after such event) that the Acquisition Agreement has been validly and conclusively terminated prior to the Acquisition Closing Date in accordance with its terms or by agreement between the parties thereto.

or, in each case, such later time and date as agreed by the Mandated Lead Arrangers (each acting reasonably and in good faith).

“Certain Funds Utilisation” means a Utilisation made or to be made during the Certain Funds Period.

“CFO” means the chief financial officer or finance director of the Group or, if no chief financial officer or finance director is appointed, such other person fulfilling the functions of chief financial officer or finance director of the Group.

“Change of Control” has the meaning given to that term in Clause 14.1 (Exit and Listing).

“Charged Property” has the meaning given to that term in the Intercreditor Agreement.

“Clean-Up Period” has the meaning given to it in Clause 30.6 (Clean-up Period).

“Closing Date” means 2 November 2018.

“Closing Overfunding” means the aggregate amount invested in the Company by way of Equity Contribution on or around the Closing Date and identified as “Closing Overfunding” in the Funds Flow Statement and/or the Tax Structure Memorandum (to the extent a statement of sources and uses is contained therein), plus the amount of cash on the balance sheet of the Group (including the Target Group) as at the Closing Date, as certified by the Obligors’ Agent to the Agent as soon as practicable following the Closing Date or otherwise in the first Compliance Certificate delivered under the terms of this Agreement to the extent Not Otherwise Applied.

“Commitment” means a Facility B Commitment, an Original Guarantee Facility Commitment, an Original Revolving Facility Commitment and an Additional Facility Commitment.

“Commitment Letter” means the commitment letter dated 27 July 2018 (as amended or replaced from time to time) between, among others, the Mandated Lead Arrangers and the Company.

“Compliance Certificate” means an Annual Compliance Certificate or a Quarterly Compliance Certificate.

“Confidential Information” means all information relating to Topco, any Obligor, the Group, the Target Group, the Investors, the Transaction Documents, the Refinancing or a 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 Facility from either:

(a)

Topco, any member of the Group, any Investor, the Target Group or any of their respective advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from Topco, any member of the Group, any Investor, the Target Group or any of its or their respective 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 information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 44 (Confidentiality);

(ii)

is identified in writing at the time of delivery as non confidential by Topco, any member of the Group, the Target Group or any of its or their respective advisers; or

(iii)

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 lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with Topco, the Group or the Target 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.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA on the date of this Agreement or in any other form agreed between the Obligors’ Agent and the Agent, and in any case capable of being relied upon by, and not capable of being materially amended without the consent of, the Obligors’ Agent.

“Consolidated EBITDA” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Financial Interest Expenses” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Pro Forma EBITDA” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Senior Secured Net Debt” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Senior Secured Net Leverage Ratio” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Consolidated Total Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Consolidated Total Net Leverage Ratio” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Consolidated Total Secured Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Constitutional Documents” means the constitutional documents of the Company.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

“Debt Transfer” has the meaning given in paragraph (a) of Clause 33.7 (Debt Transfer).

“Debt Transfer Notice” has the meaning given in paragraph (a)(iii) of Clause 33.7 (Debt Transfer).

“Declared Default” means the giving of notice by the Agent under paragraphs (a)(i), (a)(ii), (b)(i) or (b)(ii) of Clause 30.5 (Acceleration) and such notice has not been withdrawn, cancelled or otherwise ceased to have effect.

“Default” means an Event of Default or an event or circumstance which would (with the expiry of a grace period, the making of a determination, or the giving of notice provided for in Clause 30 (Events of Default), Schedule 16 (Events of Default) or any combination of the foregoing) be an Event of Default, provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied.

“Defaulting Lender” means any Lender (other than a Lender which is a member of the Group or a Sponsor Affiliate):

(a)

which has failed to make its participation in a Loan available or has notified the Agent or the Obligors’ 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) or Clause 7.3 (Indemnities) or has failed to provide cash collateral (or has notified the Issuing Bank or the Obligors’ Agent that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non Acceptable L/C Lender);

(b)

which has failed to indemnify the Guarantee Facility Issuing Bank in accordance with Clause 9.3 (Indemnities) or has failed to provide cash collateral (or has notified the Guarantee Facility Issuing Bank or the Obligors’ Agent that it will not provide cash collateral) in accordance with Clause 9.7 (Cash collateral by Non Acceptable Guarantee Lender);

(c)

which has otherwise disaffirmed, rescinded or repudiated a Finance Document or any term thereof;

(d)

which is a Non Consenting Lender and which has failed to assist with any step required to implement the Obligors’ Agent’s right to prepay that Non Consenting Lender or to replace that Non Consenting Lender pursuant to and as contemplated by Clause 43.5 (Replacement of Lender) within three (3) Business Days of a request to do so by the Obligors’ Agent;

(e)

with respect to which (or any Holding Company of which) an Insolvency Event has occurred and is continuing; or

(f)

which has incorrectly represented to the Company or the Agent that it is not a Net Short Lender (including as a result of a representation deemed to be made under paragraph (v) of Clause 43.4 (Other exceptions)),

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

(i)

its failure to pay is caused by administrative or technical error or a Disruption Event and payment is made within three (3) 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,

in each case, provided that the Agent may assume that (A) any Lender which has notified the Agent that it has become a Defaulting Lender and (B) any Lender in relation to which it is aware that any of the events or circumstances referred to in this definition has occurred, is a Defaulting Lender unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

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

“Designated Person” means any person (i) listed in any applicable Sanctions-related list of designated persons maintained by a Sanctions Authority or (ii) located or resident in, or incorporated or organised under, the laws of a country or territory that is a Sanctioned Country, or (iii) owned or controlled by persons that are the target of Sanctions.

“Designated Gross Amount” has the meaning given to that term in Clause 11.2 (Availability). “Designated Net Amount” has the meaning given to that term in Clause 11.2 (Availability).

“Designation Date” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Disqualified Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“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 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

(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.

“Dutch Civil Code” means the Burgerliik Wetboek of the Netherlands.

“Dutch Financial Supervision Act” means the Wet op het financieel toezicht of the Netherlands. “Dutch Obligor” means any Obligor domiciled in the Netherlands.

“DQ List” means the disqualified lender list agreed by the Company and the A&E Coordinators before the Extension Effective Date and held by the Agent (as the same may be amended from time to time pursuant to paragraph (c) of Clause 31.3 (Conditions of assignment or transfer)).

“EBITDA based basket” has the meaning given to that term in paragraph (a) of Clause 1.5 (Baskets and Basket Testing).

“Eligible Subsidiary” means any Subsidiary of the Company which is incorporated in (a) the same jurisdiction as an existing Approved Subsidiary or (b) in any other jurisdiction approved by each Lender under a Guarantee Facility.

“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 air within natural or man-made structures, whether above or below ground);

(b)

water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)

land (including land under water).

“Environmental Law” means any applicable law or regulation binding upon a member of the Group in the jurisdiction in which it operates 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 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.

“Equity Contribution” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Equity Documents” means the Constitutional Documents and any document evidencing an Equity Contribution as described in paragraph (b) of the definition of “Equity Contribution”.

“EURIBOR” means, in relation to any Loan in euro:

(a)

the applicable Screen Rate;

(b)

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(c)

if:

(i)

no Screen Rate is available for the Interest Period of that Loan; and

(ii)

it is not possible to calculate an Interpolated Screen Rate for that Loan, the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for euro and for a period equal in length to the Interest Period of that Loan and, if any such rate applicable to:

(A)

a Facility B (EUR) Loan or an Original Revolving Facility Loan is below zero (0), EURIBOR for such Loan will be deemed to be zero (0); and

(B)

an Additional Facility Loan is below any percentage agreed with the relevant Additional Facility Lenders in the Additional Facility Notice for those Additional Facility Commitments, EURIBOR will be deemed to be such percentage rate specified in such Additional Facility Notice.

“Event of Default” means any event or circumstance specified as such in Clause 30 (Events of Default) (save for Clause 30.5 (Acceleration), Clause 30.6 (Clean-up Period) and Clause 30.7 (Excluded Matters).

“Excess Cash Flow” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Excess Cash Flow De Minimis” means an amount equal to the greater of (x) €150,000,000 and (y) an amount equal to 35% of LTM EBITDA.

“Excess IPO Proceeds” means any amount of IPO Proceeds received by any member of the Group from a Listing which does not result in a Change of Control and which are not applied (and which are not required to be applied) in prepayment of the Facilities or any other Indebtedness.

“Exchange Act” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Excluded Jurisdiction” has the meaning given to that term in paragraph 6 (Excluded Jurisdictions) of Schedule 11 (Agreed Security Principles).

“Existing Bank Guarantees” means each letter of credit, bank guarantee or similar instrument issued on behalf of a member of the Target Group on or prior to the Closing Date as notified by the Company to the Guarantee Facility Issuing Bank and the Agent prior to the Closing Date.

“Existing Lender” has the meaning given to that term in Clause 31.2 (Assignments and Transfers by Lenders).

“Existing Target Debt” means, if applicable, the outstanding Indebtedness (and any interest, coupon, premia, fees, costs or expenses accruing thereon after the Closing Date) under (i) any Existing Target Debt Document and (ii) any hedging agreement or related or ancillary agreement entered into in connection with any Existing Target Debt Document.

“Existing Target Debt Document” means any document or instrument constituting, documenting or evidencing any indebtedness made available to or guaranteed or secured by any member of the Target Group and existing immediately prior to the Closing Date.

“Exit Event” has the meaning given to that term in Clause 14.1 (Exit and Listing). “Expiry Date” means, for a Letter of Credit or Bank Guarantee, the last day of its Term.

“Extension Effective Date” has the meaning given to such term in the Amendment and Restatement Agreement.

“Facility” means a Term Facility, a Guarantee Facility, a Revolving Facility and any Additional Facility, in each case, as the context requires.

“Facility B” means Facility B (EUR) and/or Facility B (USD).

“Facility B Borrower” means each of the Company, US Bidco and any Additional Borrowers in respect of Facility B.

“Facility B Commitment” means a Facility B (EUR) Commitment and/or a Facility B (USD) Commitment.

“Facility B Lender” means a Facility B (EUR) Lender and/or a Facility B (USD) Lender. “Facility B Loan” means a Facility B (EUR) Loan and/or a Facility B (USD) Loan.

“Facility B (EUR)” means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

“Facility B (EUR) Commitment” means:

(a)

in relation to an Original Lender, the amount in euro set out in Part II (The Original Lenders) of Schedule 1 (The Original Parties) as its Facility B (EUR) Commitment and the amount of any other Facility B (EUR) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase); and

(b)

in relation to any other Lender, the amount in euro of any Facility B (EUR) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase),

to the extent:

(i)

not cancelled, reallocated, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 32 (Debt Purchase Transactions).

“Facility B (EUR) Lender” means any Lender who makes available a Facility B (EUR) Commitment or a Facility B (EUR) Loan.

“Facility B (EUR) Loan” means a loan made or to be made under Facility B (EUR) or the principal amount outstanding for the time being of that loan.

“Facility B (EUR) / Facility B (USD) Rate of Exchange” means €1.00 equals US$1.10.

“Facility B (USD)” means the term loan facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

“Facility B (USD) Commitment” means:

(a)

in relation to an Original Lender, the amount in USD set out in Part II (The Original Lenders) of Schedule 1 (The Original Parties) as its Facility B (USD) Commitment and the amount of any other Facility B (USD) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase); and

(b)

in relation to any other Lender, the amount in USD of any Facility B (USD) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase),

to the extent:

(i)

not cancelled, reallocated, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 32 (Debt Purchase Transactions).

“Facility B (USD) Lender” means any Lender who makes available a Facility B (USD) Commitment or a Facility B (USD) Loan.

“Facility B (USD) Loan” means a loan made or to be made under Facility B (USD) or the principal amount outstanding for the time being of that loan.

“Facility Office” means the office or offices notified by a Lender, Finance Party, the Guarantee Facility Issuing Bank or the Issuing Bank to the Agent in writing on or before the date it becomes a Lender, Finance Party, Guarantee Facility Issuing Bank or the Issuing Bank (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a)

sections 1471 to 1474 of the Internal Revenue Code or any associated regulations (or any amended or successor version that is substantially comparable);

(b)

any treaty, law, regulation or other official guidance 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

(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 Internal Revenue Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Internal Revenue Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c)

in relation to a “passthru payment” described in section 1471(d)(7) of the Internal Revenue Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“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)

the fee letter dated 27 July 2018 from the Mandated Lead Arrangers to the Company (the “Arrangement Fee Letter”);

(b)

any fee letter or other agreement dated on or prior to the date of this Agreement between any Finance Party (or any of its Affiliates) and a member of the Group, setting out any of the fees referred to in Clause 19 (Fees);

(c)

any agreement setting out fees payable to a Finance Party pursuant to the Refinancing to the extent such agreement is expressly stated to be a Finance Document; and

(d)

any agreement setting out fees payable to a Finance Party referred to in paragraph (n) of Clause 2.2 (Additional Facilities), paragraph (e) of Clause 2.3 (Increase), Clause 19.5 (Agent and Security Agent fees) or Clause 19.7 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities) of this Agreement or under or in relation to any other Finance Document.

“Finance Document” means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Supplemental Guarantee Facility Document, any Fee Letter, each Increase Confirmation, each Additional Facility Notice and Additional Facility Lender Accession Notice, the Intercreditor Agreement, any Resignation Letter, any

Selection Notice, any Debt Transfer Notice, the Syndication Strategy Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a Finance Document by the Agent and the Obligors’ Agent.

“Finance Party” means the Agent, each Mandated Lead Arranger, the Security Agent, a Lender, the Issuing Bank, Guarantee Facility Issuing Bank, or any Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary Lender.

“Financial Covenant Facility” has the meaning given to that term in paragraph (b) of Clause 28.2 (Financial Condition).

“Financial Quarter” has the meaning given to that term in Clause 28.1 (Financial definitions). “Financial Statements” means Annual Financial Statements or Quarterly Financial Statements. “Financial Year” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Fitch” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Fixed Charge Coverage Ratio” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Fronted Ancillary Commitment” means, in relation to a Fronted Ancillary Lender and a Fronted Ancillary Facility, the maximum Base Currency Amount of the Revolving Facility Commitment of that Fronted Ancillary Lender that is fronted under the Fronted Ancillary Facility as notified by the Fronting Ancillary Lender to the Agent pursuant to Clause 11.2 (Availability), such Fronted Ancillary Portion being equal to the proportion borne by that Fronted Ancillary Lender’s Available Commitment to the Available Facility (in each case in relation to the applicable Revolving Facility) on the date of such notification, to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility.

“Fronted Ancillary Lender” has the meaning given to that term in Clause 11.2 (Availability). “Fronted Ancillary Facility” has the meaning given to that term in Clause 11.2 (Availability).

“Fronted Ancillary Facility Fee” has the meaning given to that term in Clause 19.8 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities).

“Fronted Ancillary Facility Fee Period” has the meaning given to that term in Clause 19.8 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities).

“Fronted Ancillary Portion” means, in relation to a Fronted Ancillary Lender, the proportion which that Fronted Ancillary Lender’s commitment under a Fronted Ancillary Facility bears to all commitments under that Fronted Ancillary Facility.

“Fronting Ancillary Commitment” means, in relation to a Fronting Ancillary Lender and a Fronted Ancillary Facility, the maximum Base Currency Amount of that Fronted Ancillary Facility for which it is not indemnified by other Fronted Ancillary Lenders pursuant to paragraph (b) of Clause 11.15 (Fronted Ancillary Commitment Indemnities), as notified by the Fronting Ancillary Lender to the Agent pursuant to Clause 11.2 (Availability) to the extent that amount is not increased, cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility.

“Fronting Ancillary Lender” has the meaning given to that term in Clause 11.2 (Availability).

“Funded Capital Structure” means the sum of (a) the Sponsor Equity Investment plus (b) the aggregate principal amount of the funded Facility B Loans and loans made available pursuant to the Second Lien Facility Agreement, in each case, as of the Closing Date (excluding any increases in such amount as contemplated by a Fee Letter (and/or any other letter setting out syndication and/or flex terms relating to the Transaction) to fund certain original issue discount or fees in connection with any of the Facilities and the Second Lien Facility) less (i) cash on balance sheet of Target Group as of the Closing Date, and (ii) any Closing Overfunding.

“Funds Flow Statement” means any funds flow statement relating to the Transaction which is delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).

“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 wording in the definition of “Ancillary Outstandings” permitting the netting of credit balances were deleted.

“Group” means the Company and each of its Restricted Subsidiaries from time to time. “Group Initiative” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Group Structure Chart” means any structure chart of the Group (assuming the Acquisition Closing Date has occurred) which is delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).

“Guarantee Facility” means the Original Guarantee Facility or an Additional Guarantee Facility.

“Guarantee Facility Borrower” means an Original Guarantee Facility Borrower or an Additional Guarantee Facility Borrower.

“Guarantee Facility Commitment” means an Original Guarantee Facility Commitment or an Additional Guarantee Facility Commitment.

“Guarantee Facility Lender” means an Original Guarantee Facility Lender or an Additional Guarantee Facility Lender.

“Guarantee Facility Utilisation” means:

(a)

in relation to any Utilisation under the Original Guarantee Facility, an Original Guarantee Facility Utilisation; and

(b)

in relation to any Utilisation under the relevant Additional Guarantee Facility, an Additional Guarantee Facility Utilisation.

“Guarantee Facility Issuing Bank” means the Original Guarantee Facility Issuing Bank or any Guarantee Facility Lender (or Affiliate thereof) which has notified the Agent and the Company that it has agreed to be a Guarantee Facility Issuing Bank pursuant to the terms of this Agreement and to the extent there is more than one Guarantee Facility Issuing Bank in respect of Bank Guarantees outstanding at any time, as the context dictates, the “Guarantee Facility Issuing Bank” shall be the Guarantee Facility Issuing Bank that has issued or agreed to issue that Bank Guarantee.

“Guarantee Limitations” means, in respect of any Obligor and any payments such Obligor is required to make in its capacity as a guarantor or as the provider of an indemnity or as debtor of costs or disbursements or with respect to any other payment obligation under this Agreement or any other Finance Document, the limitations and restrictions applicable to such entity pursuant to Clause 25.11 (Guarantee Limitations: General) to Clause 25.15 (Additional Guarantee Limitations) (inclusive) and the relevant Accession Deed applicable to such Additional Guarantor.

“Guarantee Proportion” means, in relation to a Guarantee Facility Lender in respect of any Bank Guarantee, the proportion, expressed as a percentage of that Lender’s Available Commitment in the Guarantee Facility pursuant to which such Bank Guarantee has been issued immediately prior to the issuance of that Bank Guarantee.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 33.4 (Resignation of an Obligor).

“Guarantor Coverage Test” means confirmation that the aggregate (without double counting) earnings before interest, tax, depreciation and amortisation (calculated on an LTM basis on the same basis as Consolidated EBITDA but taking each entity on an unconsolidated basis and excluding goodwill, all intra Group items and investments in Subsidiaries of any member of the Group) (EBITDA) of the members of the Group which are Guarantors equals or exceeds 80% of Consolidated EBITDA (excluding for these purposes, any adjustments made to Consolidated EBITDA pursuant to paragraphs (a)(viii) and (a)(ix) of the definition thereof), provided that, for the purposes of calculating the Guarantor Coverage Test only:

(a)

to the extent any Guarantor generates negative EBITDA, such Guarantor shall be deemed to have zero (0) EBITDA, for the purpose of calculating the numerator of the Guarantor Coverage Test; and

(b)

unless otherwise elected by the Obligors’ Agent, to the extent that any member of the Group:

(i)

is not a Guarantor; and

(ii)

is incorporated in an Excluded Jurisdiction and/or (other than pursuant to paragraph 12 (Controlled Foreign Corporations) of Schedule 11 (Agreed Security Principles)) is otherwise not required to (or is unable to) become a Guarantor in accordance with the Agreed Security Principles,

such member of the Group shall be deemed to have zero (0) EBITDA, for the purpose of calculating the denominator of the Guarantor Coverage Test.

“Hedge Counterparty” means each person which is party to the Intercreditor Agreement as a “Hedge Counterparty”.

“Hedge Fund” means a pooled investment vehicle or similar entity that is or would reasonably be recognised or categorised as a “hedge fund” by reputable institutions which are prominent participants in the financial markets (including any “vulture funds” and any pass-through or structured finance vehicles, in whatever legal form, which are used by any such pooled investment vehicle or similar entity) as part of structuring any investment.

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

“Hedging Obligations” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Historic Term SOFR” means, in relation to any Loan denominated in USD, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than three (3) US Government Securities Business Days before the Quotation Day.

“Holding Company” means, in relation to a company, corporation or any other entity, any other company, corporation or entity in respect of which it is a Subsidiary.

“IFRS” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“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 disaffirms, rescinds or repudiates a Finance Document or any term thereof;

(c)

(if the Agent is also a Lender) it is (x) a Defaulting Lender under paragraphs (a) or (b) of the definition of Defaulting Lender or (y) a Sanctioned 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 administrative or technical error or a Disruption Event and payment is made within three (3) 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 12 (Form of Increase Confirmation) or in any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

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

“Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Industry Competitor” means any person or entity (or any of its Affiliates) which is a competitor of a member of the Group or whose business is similar or related to a member of the Group (including any supplier or sub-contractor) and any controlling shareholder of such persons or any person which is acting (in relation to this Agreement) on behalf of such person or entity, provided that this shall not include any person or entity (or any of its Affiliates) which is a bank, financial institution or trust, fund or other entity whose principal business or a material activity of whom is arranging, underwriting or investing in debt.

“Information Memorandum” means the document in the form approved by the Obligors’ Agent concerning the Group and the Target Group in relation to the Facilities and the Second Lien

Facility and distributed by the Mandated Lead Arrangers on a confidential basis prior to the Syndication Date in connection with the syndication of Facility B.

“Initial Investors” means:

(a)

the Advent Investors;

(b)

the Agreed Co-Investor; and

(c)

any other co-investor approved by the Majority Lenders (acting reasonably).

“Inside Maturity Additional Facility Indebtedness” means an Additional Facility (or part thereof) which has been designated by the Obligors’ Agent as Inside Maturity Additional Facility Indebtedness, provided that at no time shall the outstanding aggregate principal amount of all Indebtedness designated as Inside Maturity Additional Facility Indebtedness exceed an amount equal to the greater of (x) €220,000,000 and (y) an amount equal to 50% of LTM EBITDA.

“Insolvency Event” means, in relation to a Finance Party, the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, custodian or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party’s assets or any analogous procedure or step being taken in any jurisdiction with respect to that Finance Party.

“Intellectual Property” means:

(a)

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

(b)

the benefit of all applications (and all goodwill associated with such applications) and rights to use such assets of each member of the Group, including all rights under any agreements relating to the use or exploitation of any such rights, which may now or in the future subsist.

“Intercreditor Agreement” means the intercreditor agreement dated 25 October 2018 and made between, among others, the Company, the Original Debtors (as defined therein), the Agent, the Security Agent and the Original Lenders.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 17 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 17 (Default interest).

“Internal Revenue Code” means the US Internal Revenue Code of 1986, as amended.

“Interpolated Screen Rate” means, in relation to EURIBOR for any Loan, the rate (rounded to the same number of decimal places as the two (2) relevant Screen Rates) which results from interpolating on a linear basis between:

(a)

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

(b)

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

each as of the Specified Time for the currency of that Loan.

“Interpolated Term SOFR” means, in relation to the applicable Term SOFR for any Loan denominated in USD, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)

either:

(i)

the most recent applicable Term SOFR (provided that it is for a day which is no more than three (3) US Government Securities Business Days before the relevant Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of that Loan denominated in USD, SOFR for a day which is two (2) US Government Securities Business Days before the Quotation Day; or

(b)

the most recent applicable Term SOFR (provided that it is for a day which is no more than three (3) US Government Securities Business Days before the relevant Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan,

each as of 11.00am (London time).

“Investment” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Investors” means the Initial Investors and any other person holding (directly or indirectly) any issued share capital of the Company from time to time.

“IPO Proceeds” means the Net Proceeds received by members of the Group or any Holding Company of the Company from a Listing or a primary issue of shares in connection with such a Listing.

“Issuing Bank” means any Lender which has notified the Agent that it has agreed to the Obligors’ Agent’s request to be an Issuing Bank under a Revolving Facility pursuant to the terms of this Agreement (and if more than one Lender has so agreed, such Lenders shall be referred to, whether acting individually or together, as the Issuing Bank), provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the Issuing Bank shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.

“L/C Proportion” means, in relation to a Revolving Facility Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the relevant Available Facility (in each case) under a Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender, including pursuant to Clause 11.11 (Adjustments required in relation to Ancillary Facilities).

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or under Clause 33 (Changes to the Obligors) or at any other time in connection with the Finance Documents.

“Legal Reservations” means:

(a)

the principle that certain remedies (including equitable remedies and remedies that are analogous to equitable remedies in the applicable jurisdiction) may be granted or refused at the discretion of the court, the principles of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, pre-insolvency proceedings, insolvency, liquidation, reorganisation, court schemes, moratoria, administration, examinership and other laws generally affecting the rights of creditors and secured creditors and similar principles or limitations under the laws of any applicable jurisdiction;

(b)

the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off, counterclaim or acquiescence and similar principles or limitations under the laws of any applicable jurisdiction;

(c)

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

(d)

the principle that additional or default interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e)

the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f)

the principle that the creation or purported creation of Security may be subject to additional limitations and restrictions pursuant to the applicable law (including on capital maintenance) and is subject to the completion of applicable Perfection Requirements;

(g)

the principle that a court may not grant an order for specific performance with respect to contractual obligations other than payment obligations;

(h)

the principle that provisions limiting or excluding liability may be only effective to the extent that they do not cover gross negligence, fraud or wilful misconduct, and that penalty clauses are subject to the general provisions of law;

(i)

the principle that the creation or purported creation of Security over (i) any asset not beneficially owned by the relevant charging company at the date of the relevant security document or (ii) any contract or agreement which is subject to a prohibition on transfer, assignment or charging, may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(j)

the possibility that a court may strike out a provision of a contract for rescission or oppression, undue influence or similar reason;

(k)

the principle that a court may not give effect to any parallel debt provisions, covenants to pay the Security Agent or other similar provisions;

(l)

the principle that certain remedies in relation to regulated entities may require further approval from government or regulatory bodies or pursuant to agreements with such bodies;

(m)

similar principles, rights and defences under the laws of any relevant jurisdiction;

(n)

the principles of private and procedural laws of the Relevant Jurisdiction which affect the enforcement of a foreign court judgment;

(o)

the principle that in certain circumstances pre-existing Security purporting to secure an Additional Facility, further advances or any Facility following a Structural Adjustment may be void, ineffective, invalid or unenforceable; and

(p)

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

“Lender” means:

(a)

an Original Lender; or

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Additional Facilities), Clause 2.3 (Increase) or Clause 31 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement and provided that (among other things as provided by this Agreement) upon (i) termination in full of all Commitments of any Lender in relation to any Facility and (ii) payment in full of all amounts which are then due and payable to such Lender under that Facility, such Lender shall not be regarded as a Lender for that Facility for the purpose of determining whether any provision which requires consultation, consent, agreement or vote with any Lender (or any class thereof) has been complied with.

“Letter of Credit” means:

(a)

a letter of credit, substantially in the agreed form set out in Schedule 10 (Form of Letter of Credit) or in any other form requested by the Obligors’ Agent and agreed by the Issuing Bank; or

(b)

any guarantee, indemnity, documentary credit, performance bond or other instrument in a form requested by a Borrower (or the Obligors’ Agent on its behalf) and agreed by the Issuing Bank.

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

“Lien” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Listing” means the listing or the admission to trading of all or any part of the share capital of any member of the Group or any Holding Company (the only material assets of which are shares or other investments (directly or indirectly in the Group)) of a member of the Group (other than the Initial Investors) on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any other exchange or market in any jurisdiction or country or any other sale or issue by way of listing, flotation or public offering or any equivalent circumstances in relation to any member of the Group or any such Holding Company of any member of the Group (other than the Initial Investors and their Holding Companies) in any jurisdiction or country.

“LMA” means the Loan Market Association.

“Loan” means a Term Loan or a Revolving Facility Loan.

“Loan to Own/Distressed Investor” means any person (including an Affiliate or a Related Fund of a Lender or any transferee which satisfies the requirements set out under paragraph (b) of Clause 31.3 (Conditions of Assignment or Transfer)) whose principal business or material activity is in investment strategies whose primary purpose is the purchase of loans or other debt securities with the intention of (or view to) owning the equity or gaining control of a business (directly or indirectly), provided that:

(a)

any Affiliate of such persons which are a deposit taking financial institution authorised by a financial services regulator to carry out the business of banking which holds a minimum rating equal to or better than BBB- or Baa3 (as applicable) according to at least two of Moody’s, S&P or Fitch which are managed and controlled independently where any information made available under the Finance Documents is not disclosed or made available to other Affiliates; and

(b)

any Original Lender,

shall not, in each case, be a Loan to Own/Distressed Investor. “LTM” means last 12 Months.

“LTM EBITDA” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Major Default” means any event or circumstance constituting an Event of Default that is continuing under:

(a)

paragraph (a) of Section 1 of Schedule 16 (Events of Default);

(b)

paragraph (b) of Section 1 of Schedule 16 (Events of Default);

(c)

paragraph (c) of Section 1 of Schedule 16 (Events of Default) insofar as it relates to a breach of any Major Undertaking;

(d)

paragraph (e) of Section 1 of Schedule 16 (Events of Default);

(e)

Clause 30.2 (Misrepresentation) insofar as it relates to a breach of any Major Representation in any material respect; or

(f)

Clause 30.3 (Invalidity and Unlawfulness),

in each case as it relates to:

(i)

in the case of the Acquisition or a Certain Funds Utilisation, the Certain Funds Entities only (and excluding: (x) any procurement obligations on the part of the Certain Funds Entities with respect to any member of the Target Group; and (y) any failure to comply, breach or Default by any other member of the Group); and

(ii)

in the case of any other acquisition not prohibited by the terms of this Agreement or an Agreed Certain Funds Utilisation, the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group).

“Major Representation” means a representation or warranty under:

(a)

Clause 26.1 (Status);

(b)

Clause 26.2 (Binding obligations);

(c)

Clause 26.3 (Non-conflict with other obligations);

(d)

Clause 26.4 (Power and authority); and

(e)

Clause 26.6 (Governing law and enforcement),

in each case as it relates to:

(i)

(ii)

“Major Undertaking” means an undertaking under:

(a)

Section 1 (Limitation on Indebtedness) of Schedule 15 (General Undertakings);

(b)

Section 2 (Limitation on Restricted Payments) of Schedule 15 (General Undertakings);

(c)

Section 3 (Limitation on Liens) of Schedule 15 (General Undertakings); and

(d)

Section 8 (Merger and Consolidation - Company) of Schedule 15 (General Undertakings),

in each case as it relates to:

(i)

(ii)

“Majority Lenders” means, subject to paragraph (e) of Clause 43.4 (Other exceptions), a Lender or Lenders whose Commitments aggregate more than 50% of the Total Commitments (or, if the Total Commitments have been reduced to zero (0), aggregated more than 50% of the Total Commitments immediately prior to that reduction), provided that, in each case, for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment.

“Majority Guarantee and Revolving Facility Lenders” means, subject to paragraph (e) of Clause 43.4 (Other exceptions), a Lender or Lenders whose Commitments aggregate more than 50% of (i) the Total Original Revolving Facility Commitments; (ii) the Total Additional Facility Commitments in respect of any Additional Revolving Facility which benefits from the requirements of Clause 28.2 (Financial Condition) to the extent specified in the relevant Additional Facility Notice; (iii) the Total Original Guarantee Facility Commitments; and (iv) the Total Additional Facility Commitments in respect of any Additional Guarantee Facility which benefits from the requirements of Clause 28.2 (Financial Condition) to the extent specified in the

relevant Additional Facility Notice (or, if each of the Total Original Revolving Facility Commitments, Total Original Guarantee Facility Commitments and the Total Additional Facility Commitments under each applicable Additional Revolving Facility and applicable Additional Guarantee Facility have been reduced to zero (0), aggregated more than 50% of the Total Original Revolving Facility Commitments, Total Original Guarantee Facility Commitments and the Total Additional Facility Commitments under each applicable Additional Revolving Facility and applicable Additional Guarantee Facility immediately prior to that reduction), provided that, in each case, for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment.

“Margin” means:

(a)

in relation to any Facility B (EUR) Loan, 4.25% per annum;

(b)

in relation to any Facility B (USD) Loan, 4.25% per annum;

(c)

in relation to any Original Revolving Facility Loan, 3.75% per annum; and

(d)

in relation to any Additional Facility Loan, the percentage rate per annum specified by the Obligors’ Agent in the relevant Additional Facility Notice,

but:

(i)

on and from the Extension Effective Date, the Margin for each Loan under the Original Revolving Facility will be the percentage per annum set out below in the column opposite that range:


Senior Secured Net Leverage Ratio	Original Revolving Facility Margin (% per annum)
Greater than 3.75:1	3.75
Greater than 3.50:1 but equal to or less than 3.75:1	3.50
Greater than 3.25:1 but equal to or less than 3.50:1	3.25
Equal to or less than 3.25:1	3.00

(ii)

from the date falling six (6) Months following the Extension Effective Date, the Margin for each Loan under Facility B will be the percentage per annum set out below in the column opposite that range:


Senior Secured Net Leverage Ratio	Facility B (EUR) Margin (% per annum)	Facility B (USD) Margin (% per annum)
Greater than 3.50:1	4.25%	4.25%
Equal to or less than 3.50:1 but greater than 3.00:1	4.00%	4.00%
Equal to or less than 3.00:1	3.75%	4.00%

(iii)

the Margin for each Additional Facility Loan will be the percentage per annum agreed with the Additional Facility Lenders and as indicated for that range in the Additional Facility Notice for those Additional Facility Commitments.

However:

(A)

any increase or decrease in the Margin for a Loan (with no limit on the reduction or increase to be effected on any single reset date) shall take effect on the date (the “reset date”) of receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 27.2 (Provision and contents of Compliance Certificates);

(B)

if, following receipt by the Agent of the Annual Financial Statements and related Compliance Certificate, those statements

and Compliance Certificate demonstrate that (1) the Margin should have been reduced in accordance with the above table or as indicated in the applicable Additional Facility Notice or (2) the Margin should not have been reduced or should have been increased in accordance with the above table or as indicated in the applicable Additional Facility Notice, the next payment of interest under the relevant Facility shall be adjusted in accordance with paragraph (b) of Clause 16.2 (Payment of interest). The Agent’s determination (acting reasonably and in good faith) of the adjustments payable shall be prima facie evidence of such adjustments and the Agent shall, if so requested by the Obligors’ Agent, provide the Obligors’ Agent with reasonable details of the calculation of such adjustments;

(C)

while an Event of Default under any of paragraphs (a), (b), (c) (but only in relation to a failure to comply with paragraphs (b)(ii)(B) or (c)(ii)(B) (as applicable) of Clause 27.2 (Provision and contents of Compliance Certificates), in each case such that the Margin cannot be determined) or (e) of Section 1 of Schedule 16 (Events of Default) (a “Margin Event of Default”) is continuing, the Margin for each Loan under each of Facility B and the Original Revolving Facility shall be the highest percentage per annum set out above for a Loan under that Facility (or, in respect of any Additional Facility, the highest percentage rate per annum set out in the applicable Additional Facility Notice in respect of the relevant Additional Facility Commitments). Once that Margin Event of Default has been remedied or waived, the Margin for each Loan will be re-calculated on the basis of the most recently delivered Compliance Certificate and the terms of this definition “Margin” shall apply (on the assumption that on the date of the most recently delivered Compliance Certificate, no Margin Event of Default had occurred or was continuing) with any reduction in Margin resulting from such recalculation taking effect from the date of such remedy or waiver and the terms of this definition “Margin” shall apply (on the assumption that no such Margin Event of Default has occurred or was continuing) with any reduction in Margin resulting from such recalculation taking effect from the date of such remedy or waiver; and

(D)

for the purpose of determining the Margin, the Senior Secured Net Leverage Ratio and Relevant Period shall be determined in accordance with Clause 28.1 (Financial definitions) provided that no Cure Amount applied as an EBITDA Cure as contemplated in paragraph (b) of Clause 30.1 (Financial Covenant) shall be taken into account for this purpose.

“Market Flex” has the meaning given to that term in the Syndication Strategy Letter.

“Material Adverse Effect” means any event or circumstance which in each case after taking into account all mitigating factors or circumstances including, any warranty, indemnity, insurance or other resources available to the Group (including from a Sponsor Affiliate) or right of recourse against any third party with respect to the relevant event or circumstance and any obligation of any person in force to provide any additional equity investment:

(a)

has a material adverse effect on the consolidated business, assets or financial condition of the Group (taken as a whole) such that the Group (taken as whole)

would be reasonably likely to be unable to perform its payment obligations under the Finance Documents within the next 12 months; or

(b)

subject to the Legal Reservations and any Perfection Requirements, affects the validity or the enforceability of any of the Finance Documents to an extent which is materially adverse to the interests of the Finance Parties under the Finance Documents taken as a whole,

and, in each case, if capable of remedy, is not remedied within 20 Business Days of the earlier of (i) the Obligors’ Agent becoming aware of the issue and (ii) the giving to the Obligors’ Agent of written notice of the issue by the Agent.

“Material Intellectual Property” means the intellectual property rights which are material in the context of the business of the Group (taken as a whole) and which are required by the Group in order to carry on its business as it is being conducted.

“Material Subsidiary” means, at any time:

(a)

each Original Obligor; and

(b)

each member of the Group which has earnings before interest, tax, depreciation and amortisation (calculated (I) on an unconsolidated basis, (II) by excluding goodwill, intra-Group items and investments in subsidiaries (in each case to the extent applicable) and (III) otherwise on the same basis as Consolidated EBITDA but excluding for this purpose any adjustments made pursuant to paragraphs (a)(viii) and (a)(ix) of the definition thereof) representing 5% or more of Consolidated EBITDA, provided that:

(i)

such calculation shall be determined by reference to the most recent Annual Compliance Certificate supplied by the Obligors’ Agent in respect of the latest Annual Financial Statements delivered to the Agent;

(ii)

any entity having negative earnings before interest, tax, depreciation and amortisation shall be deemed to have zero (0) earnings before interest, tax, depreciation and amortisation;

(iii)

each member of the Group which is incorporated in an Excluded Jurisdiction and/or is otherwise not required to (or is unable to) become a Guarantor in accordance with the Agreed Security Principles will not be considered a Material Subsidiary for the purpose of Clause 29.11 (Guarantees and Security); and

(iv)

a report by the Auditors of the Company that a member of the Group is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all Parties.

“Maximum Liability” has the meaning given to such term in Clause 25.13 (Guarantee Limitations: United States of America).

“MFN (EUR) Facility” means an Additional Term Facility which:

(a)

is a euro denominated syndicated floating rate term loan facility ranking pari passu with Facility B (EUR);

(b)

is incurred within 12 Months of the Extension Effective Date;

(c)

has a Termination Date falling not later than 12 Months after the Termination Date in respect of Facility B (EUR) (as at the Extension Effective Date);

(d)

is incurred pursuant to paragraphs (b)(i)(C) and (b)(v) of Section 1 (Limitation on Indebtedness) of Schedule 15 (General Undertakings) and, in each case, constitutes Senior Secured Indebtedness; and

(e)

is not Bridging Debt.

“MFN (USD) Facility” means an Additional Term Facility which:

(a)

is a US Dollar denominated syndicated floating rate term loan facility ranking pari passu with Facility B (USD);

(b)

is incurred within 12 Months of the Extension Effective Date;

(c)

has a Termination Date falling not later than 12 Months after the Termination Date in respect of Facility B (USD) (as at the Extension Effective Date);

(d)

is incurred solely pursuant to paragraphs (b)(i)(C) and (b)(v) of Section 1 (Limitation on Indebtedness) of Schedule 15 (General Undertakings) and in each case constitutes Senior Secured Indebtedness; and

(e)

is not Bridging Debt.

“MFN Margin Cap (EUR)” means a percentage rate per annum equal to the aggregate of:

(a)

1.00% per annum; plus

(b)

the highest actual or potential Margin for Facility B (EUR) as at the Applicable Test Date.

“MFN Margin Cap (USD)” means a percentage rate per annum equal to the aggregate of:

(a)

1.00% per annum; plus

(b)

the highest actual or potential Margin for Facility B (USD) as at the Applicable Test Date.

“Month” means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The rules set out in paragraphs (a) to (c) above will only apply to the last month of any period.

“Moody’s” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

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

“Net Proceeds” means the cash proceeds received from a Listing after deducting:

(a)

all taxes incurred and required to be paid or reserved against (as reasonably determined by the Obligors’ Agent on the basis of their existing rates) by the seller in relation to a Listing (including any Taxes incurred as a result of the transfer of any cash consideration intra-Group);

(b)

fees, costs and expenses (including, for the avoidance of doubt, reasonable legal fees, reasonable agents’ commission, reasonable auditors’ fees, reasonable out of pocket reorganisation costs (including redundancy, closure and other restructuring costs, both preparatory to, and in consequence of, a Listing));

(c)

any amount required to be applied in repayment or prepayment of any Indebtedness other than the Facilities (including to an entity the subject of a disposal, amounts to be repaid or prepaid to the entity disposed of in respect of intra-Group indebtedness and any third party debt secured on the assets disposed of which is to be repaid or prepaid out of those proceeds) or amounts owed to partners in permitted joint ventures as a consequence of that Listing; and

(d)

any reasonable amounts retained to cover indemnities, contingent and other liabilities in connection with the Listing.

“Net Short Lender” means any Lender (other than any Lender that is a regulated bank) that, as a result of its interest in any total return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total return swap, total rate of return swap, credit default swap or other derivative contract entered into pursuant to bona fide market making activities), has a net short position with respect to the Loans and/or Commitments.

“New Debt Financing” has the meaning given to that term in the Intercreditor Agreement.

“New Lender” has the meaning given to that term in Clause 31.2 (Assignments and Transfers by Lenders).

“Non Acceptable Guarantee Lender” means a Lender under a Guarantee Facility which:

(a)

is not an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank (other than (i) a Mandated Lead Arranger, (ii) an Original Lender or (iii) a Lender which the relevant Guarantee Facility Issuing Bank (acting reasonably) has agreed is acceptable to it notwithstanding that fact);

(b)

is a Defaulting Lender or a Sanctioned Lender, or an Insolvency Event has occurred in respect of a Holding Company of such Lender; or

(c)

has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 9.3 (Indemnities) or Clause 34.11 (Lenders’ indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at paragraphs (i) and (ii) of the definition of Defaulting Lender.

“Non Acceptable L/C Lender” means a Lender under a Revolving Facility which:

(a)

is not an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank (other than (i) a Mandated Lead Arranger, (ii) an Original Lender or (iii) a Lender which the relevant Issuing Bank (acting reasonably) has agreed is acceptable to it notwithstanding that fact);

(b)

is a Defaulting Lender or a Sanctioned Lender, or an Insolvency Event has occurred in respect of a Holding Company of such Lender; or

(c)

has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 34.11 (Lenders’ indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at paragraphs (i) and (ii) of the definition of Defaulting Lender.

“Non Consenting Lender” means any Lender, where:

(a)

the Obligors’ Agent or the Agent (at the request of the Obligors’ Agent) has requested the Lenders (or any group of Lenders) to give a consent in relation to, or to agree to a release, waiver or amendment of, any provisions of the Finance Documents or other vote of the Lenders (or any group of Lenders) under the terms of this Agreement (the “Applicable Consent”);

(b)

the Majority Lenders have consented to the Applicable Consent; and

(c)

such Lender has not consented to the Applicable Consent by 5.00 p.m. on the date falling 10 Business Days after the date of such request, or any other period of time specified by the Obligors’ Agent (but if shorter than 10 Business Days, agreed by the Agent) of the date of such request.

“Not Otherwise Applied” means, in relation to any amount which is proposed to be included, applied, designated or taken into account, that such amount has not been (and is not simultaneously being), included, applied, designated or taken into account in respect of, any other calculation, use, event, transaction or permission.

“Notice Date” has the meaning given to that term in Clause 19.8 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities).

“Notifiable Debt Purchase Transaction” has the meaning given to that term in paragraph (h) of Clause 32 (Debt Purchase Transactions).

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Company or such other person appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.6 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury (or any successor thereto).

“Officer” means, with respect to any person:

(a)

the chairman of the Board of Directors, the CEO, the president, the CFO, any vice president, the treasurer, any director, managing director or the company secretary (or, in each case, any person holding a similar or equivalent role):

(i)

of such person; and/or

(ii)

if such person is owned or managed or represented by a single entity, of such entity; and/or

(b)

any other individual designated as an “Officer” by the Board of Directors of such person.

“Officer’s Certificate” means, with respect to any person, a certificate signed by one Officer of such person.

“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 Accounting Principles” means the accounting principles and related accounting practices and financial reference periods consistent with those applied in the Base Case Model.

“Original Financial Statements” means the carve-out financial statements of the Target Group produced by KPMG LLP.

“Original Guarantee Facility” means the bank guarantee facility made available under this Agreement as described in paragraph (a)(iii) of Clause 2.1 (The Facilities).

“Original Guarantee Facility Borrower” means (i) an Original Borrower and any member of the Group which becomes an Additional Borrower under the Original Guarantee Facility in accordance with Clause 33 (Changes to the Obligors), unless, in each case, the relevant Original Guarantee Facility Borrower has ceased to be an Guarantee Facility Borrower in accordance with Clause 33 (Changes to the Obligors), and (ii) an Approved Subsidiary.

“Original Guarantee Facility Commitment” means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Original Guarantee Facility Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Original Guarantee Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Original Guarantee Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase),

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

“Original Guarantee Facility Lender” means any Lender who makes available an Original Guarantee Facility Commitment or an Original Guarantee Facility.

“Original Guarantee Facility Utilisation” means a Bank Guarantee issued or to be issued under the Original Guarantee Facility.

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

“Original Revolving Facility” means the revolving credit facility made available under this Agreement as described in paragraph (a)(iv) of Clause 2.1 (The Facilities) (being, for the avoidance of doubt, the “Extended Original Revolving Facility” as defined in the amendment agreement in respect of the Original Revolving Facility and the Original Guarantee Facility dated 28 November 2023).

“Original Revolving Facility Borrower” means each Original Borrower and any member of the Group which accedes as an Additional Borrower under the Revolving Facility in accordance with Clause 33 (Changes to the Obligors), unless it has ceased to be a Revolving Facility Borrower in accordance with Clause 33 (Changes to the Obligors).

“Original Revolving Facility Commitment” means:

(a)

in relation to an Original Lender, the amount in the Base Currency set out in Part II (The Original Lenders) of Schedule 1 (The Original Parties) as its Original Revolving Facility Commitment and the amount of any other Original Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Original Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase),

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

“Original Revolving Facility Lender” means any Lender who makes available an Original Revolving Facility Commitment or an Original Revolving Facility Loan.

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

“Original Revolving Facility Utilisation” means an Original Revolving Facility Loan or a Letter of Credit issued or to be issued under the Original Revolving Facility.

“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.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, notarisation, stampings and/or notifications of or under the Transaction Security Documents and/or the Security created thereunder and any other actions or steps, necessary in any jurisdiction or under any laws or regulations in order to create or perfect or make valid or enforceable any Security or the Transaction Security Documents or to achieve the relevant priority expressed therein.

“Permitted Acquisition” means any Permitted Investment under paragraphs (a)(ii) or (b) of the definition of Permitted Investment or any other acquisition or investment not prohibited by (or otherwise approved under) the terms of this Agreement.

“Permitted Collateral Lien” has the meaning given to that term Schedule 17 (Certain New York Law Defined Terms).

“Permitted Holders” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Indebtedness” means Indebtedness not prohibited by the terms of this Agreement.

“Permitted Investment” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Lien” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Payment” means any dividend, distribution, payment, repayment, prepayment, purchase, repurchase, redemption, defeasance, discharge, exchange, other acquisition, retirement or Investment not prohibited by the terms of this Agreement, including, for the avoidance of doubt, any Permitted Transaction.

“Permitted Reorganisation” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Structural Adjustment” means a Structural Adjustment not prohibited by this Agreement.

“Permitted Transaction” means:

(a)

any step, circumstance, payment, event, reorganisation or transaction contemplated by or relating to the Transaction Documents, the Funds Flow Statement, the Tax Structure Memorandum (other than any exit steps described therein) and any intermediate steps or actions necessary to implement the steps, circumstances, payments or transactions relating to or described in each such document;

(b)

a Permitted Reorganisation or related transaction or arrangement;

(c)

any step, circumstance, payment or transaction contemplated by or relating to the Acquisition (and related Acquisition Documents) or any exercise of any set off of any claims or receivables of the Company (or its Affiliates) arising under, contemplated by or relating to the Acquisition (and related Acquisition Documents) against any liabilities owed by the Company (or its Affiliates) to the respective vendors under the Acquisition Agreement, their Affiliates or assigns and any intermediate steps or actions necessary to implement the steps, circumstances, payments, transactions or set off described in each such document;

(d)

any step, circumstance, payment or transaction contemplated by or relating to the incurrence of any Permitted Indebtedness and any intermediate steps or actions necessary to implement the incurrence of such Permitted Indebtedness provided that such transaction is permitted or not otherwise prohibited under the terms of this Agreement other than by reason of or reference to this definition of Permitted Transaction;

(e)

any step, circumstance or transaction which is mandatorily required by law or regulation (including arising under an order of attachment or injunction or similar legal process);

(f)

any conversion of a loan, credit or any other indebtedness outstanding into distributable reserves, share capital, share premium or other equity interests of any member of the Group or any other capitalisation, forgiveness, waiver, release or other discharge of any loan, credit or other indebtedness and any reduction of share premium reserve, in each case on a cashless basis;

(g)

any repurchase of shares in any person upon the exercise of warrants, options or other securities convertible into or exchangeable for shares, if such shares represent all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for shares as part of a cashless exercise;

(h)

any:

(i)

conversion of outstanding shares of the Company or of any of its Subsidiaries into shares of another class; and

(ii)

redemption, repurchase or repayment of any shares of, or of any shareholder loan granted to, the Company or of any of its Subsidiaries paid in full by way of set-off with the subscription to other shares or shareholder loans are expressly permitted,

in each case to the extent that (A) any such conversion, redemption, repurchase or repayment is made without any immediate or deferred cash payment to the holders of the concerned shares or shareholder loans, and (B) the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods) security over the new shares or shareholder loans resulting from such conversion, redemption, repurchase or repayment;

(i)

any transfer of the shares in, or issue of shares by, a member of the Group or any step, action or transaction including share issue or acquisition or consumption of debt, for the purpose of creating the group structure for the Acquisition or effecting the Transaction as set out in the Tax Structure Memorandum (other than any exit steps described therein), including inserting any Holding Company or incorporating or inserting any Subsidiary in connection therewith, provided that after completion of such steps no Change of Control shall have occurred;

(j)

the execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(k)

any transaction or payments arising on the exercise of any put or call options (or any equivalent right or obligation) in relation to any joint venture not prohibited by this Agreement;

(l)

any closure of bank accounts in the ordinary course of business;

(m)

any “Liabilities Acquisition” (as defined in the Intercreditor Agreement);

(n)

any step, circumstance, payment or transaction contemplated by or relating to the Refinancing; and

(o)

any transaction to which the Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent.

“Preferred Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Prevailing Market Determination” means a determination by the Agent (that shall be made by the Agent acting in good faith and promptly) in relation to the provisions of any document or any Published Rate Successor Conforming Change, where such determination shall be given if such provisions broadly reflect at such time any prevailing London or European leveraged finance market position for loans in the relevant currency and/or similar size or reflect the position as set out in another syndicated loan precedent for any borrower owned (directly or indirectly, in whole or in part) by any Investor or Sponsor Affiliate (including, in each case, any precedent provided to the Agent by the Company in respect of such provisions).

“Published Rate” has the meaning given to that term in Clause 16.5 (Replacement of Screen Rate).

“Published Rate Replacement Event” has the meaning given to that term in Clause 16.5 (Replacement of Screen Rate).

“Published Rate Successor Conforming Changes” has the meaning given to that term in Clause 16.5 (Replacement of Screen Rate).

“Pro Forma Acquisition Adjustments” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Pro Forma Disposal Adjustments” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Pro Forma Group Initiative Adjustments” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Quarter Date” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Quarterly Compliance Certificate” means a compliance certificate substantially in the agreed form set out in Part I (Form of Quarterly Compliance Certificate) of Schedule 8 (Forms of Compliance Certificate) (or in any other form agreed between the Company and the Agent (each acting reasonably)) and delivered by the Obligors’ Agent to the Agent under paragraph (a) of Clause 27.2 (Provision and contents of Compliance Certificates).

“Quarterly Financial Statements” has the meaning given to that term in paragraph (a)(ii) of Clause 27.1 (Financial statements).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

(a)

(if the currency is Sterling) the first day of that period;

(b)

(if the currency is USD) in relation to any period for which an Interest Rate is to be determined, two (2) US Government Securities Business Days before the first day of that period; or

(c)

(for any other currency other than Sterling or USD) two (2) Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given on more than one (1) day, the Quotation Day will be the last of those days).

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

“Reconciliation Statement” has the meaning given to such term in paragraph (a)(ii) of Clause 27.4 (Agreed Accounting Principles).

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four (4) decimal places) as supplied to the Agent at its request by the Reference Banks, in relation to EURIBOR, as the rate at which the relevant Reference Bank could borrow funds in the European interbank market, in euro and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in a reasonable market size in that currency and for that period.

“Reference Banks” means, in relation to EURIBOR, up to three (3) Lenders as may be appointed by the Agent in consultation with the Obligors’ Agent (provided that no Finance Party shall be appointed as a Reference Bank without its consent).

“Refinancing” means the refinancing or extension (as applicable) of the facilities previously incurred under this Agreement as in effect immediately prior to the Extension Effective Date and all related transactions occurring substantially concurrently therewith.

“Refinancing Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Register” has the meaning given to that term in Clause 31.10 (The Register).

“Related Fund” in relation to a fund or account (the “first fund”), means a fund or account which is managed or advised directly or indirectly 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.

“Release Condition” has the meaning given to that term in Clause 29.15 (Qualifying Listing / Ratings Trigger).

“Released Amounts” has the meaning given to that term in paragraph (c) of Clause 29.15 (Qualifying Listing / Ratings Trigger).

“Relevant Interbank Market” means:

(a)

in relation to euro, the European interbank market;

(b)

in relation to US Dollars, the market for overnight cash borrowing collateralized by US Government securities; and

(c)

in relation to any other currency, the London interbank market.

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

(a)

its jurisdiction of incorporation; and

(b)

the jurisdiction whose laws govern any of the Transaction Security Documents entered into by it.

“Relevant Period” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Renewal Request” means a written notice delivered the Agent in accordance with Clause 6.6 (Renewal of a Letter of Credit) or Clause 8.6 (Renewal of a Bank Guarantee).

“Repeating Representations” has the meaning given to it in paragraph (b) of Clause 26.24 (Repetition).

“Replaced Lender” has the meaning given to that term in paragraph (a) of Clause 43.5 (Replacement of Lender).

“Replacement Notice” has the meaning given to that term in paragraph (a) of Clause 43.5 (Replacement of Lender).

“Reporting Entity” means (i) the Company; (ii) an IPO Entity; or (iii) any Holding Company thereof (in each case, as determined at the sole discretion of the Company).

“Reporting Entity Group” means the applicable Reporting Entity and each of its Subsidiaries (or in the case of Subsidiaries of the Company, limited to Restricted Subsidiaries) from time to time including on and from the Closing Date, the Target Group.

“Reports” means the reports listed at paragraph 5 of Part I (Conditions Precedent to the Closing Date) of Schedule 2 (Conditions Precedent).

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

“Resignation Letter” means a document substantially in the form set out in Schedule 7 (Form of Resignation Letter) or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

“Restricted Subsidiary” means each Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Restructuring Costs” has the meaning given to that term in Clause 28.1 (Financial definitions). “Retained Cash” has the meaning given to that term in Clause 28.1 (Financial definitions). “Retained Cash Flow” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Retained Excess Cash” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Revolving Facility” means the Original Revolving Facility or an Additional Revolving Facility.

“Revolving Facility Borrower” means an Original Revolving Facility Borrower or an Additional Revolving Facility Borrower.

“Revolving Facility Commitment” means an Original Revolving Facility Commitment or an Additional Revolving Facility Commitment.

“Revolving Facility Lender” means an Original Revolving Facility Lender or an Additional Revolving Facility Lender.

“Revolving Facility Loan” means:

(a)

in relation to any Utilisation under the Original Revolving Facility, an Original Revolving Facility Loan; and

(b)

in relation to any Utilisation under the relevant Additional Revolving Facility, an Additional Revolving Facility Loan.

“Revolving Facility Utilisation” means:

(a)

in relation to any Utilisation under the Original Revolving Facility, an Original Revolving Facility Utilisation; and

(b)

in relation to any Utilisation under the relevant Additional Revolving Facility, an Additional Revolving Facility Utilisation.

“Rolled Proceeds” means the proceeds received by a Rollover Investor pursuant to or in connection with the Acquisition and which are reinvested, or advanced, directly or indirectly, in the Company, its Subsidiaries or any Holding Company of the Company (in each case including on a non-cash basis).

“Rollover Investor” means any (direct or indirect) shareholder in the Target Group immediately prior to the Acquisition Closing Date or any other director or member of the management or other person which reinvests or advances any proceeds payable or received pursuant to or in connection with the Acquisition (directly or indirectly) in an Obligor, its Subsidiaries, the Company or a Holding Company of the Company (including on a non-cash basis) or which will remain a shareholder in any Target (directly or indirectly) on the Acquisition Closing Date.

“Rollover Loan” means one (1) or more Revolving Facility Loans:

(a)

made or to be made on the same day that:

(i)

a maturing Revolving Facility Loan is due to be repaid; or

(ii)

a demand by the Agent pursuant to a drawing in respect of a Letter of Credit or payment of outstandings under an Ancillary Facility or a Fronted Ancillary Facility is due to be met; and

(b)

the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan or Ancillary Facility Utilisation or the relevant claim in respect of that Letter of Credit;

(c)

in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 10.2 (Unavailability of a currency)) or the relevant claim in respect of that Letter of Credit or an Ancillary Facility Utilisation; and

(d)

made or to be made to the same Borrower (or, if applicable in the case of an Ancillary Facility Utilisation, that Borrower’s Affiliate) for the purpose of:

(i)

refinancing that maturing Revolving Facility Loan or Ancillary Facility Utilisation; or

(ii)

satisfying the relevant claim in respect of that Letter of Credit.

“S&P” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Sanctioned Country” means, at any time, a country or territory which itself is, or whose government is, the target of comprehensive Sanctions (as of the Extension Effective Date, being Afghanistan, the Crimea, the occupied territories in the Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria).

“Sanctioned Lender” means any Lender that is a Designated Person (or that is acting on behalf of a person that is a Designated Person), provided that this definition shall not be interpreted to the extent that it would violate or expose any Holding Company, any other Obligor, any member of the Group or any Finance Party or any of its or their directors, officers, agents or employees to any liability under any applicable anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union (and/or any of its member states) or the United Kingdom that are applicable to such entity (including EU Regulation (EC) 2271/96).

“Sanctioned Person” means any person, entity, or other party that is (or persons that are):

(a)

a government of a Sanctioned Country;

(b)

listed on, or owned or controlled (as such terms are defined and interpreted by the relevant Sanctions) by a person listed on any Sanctions List;

(c)

located in, resident in or incorporated under the laws of any Sanctioned Country;

(d)

directly or indirectly owned or controlled by, or to the best of the Company’s knowledge (having made reasonable enquiries) a person acting on behalf of, any person described above; or

(e)

to the best of the Company’s knowledge (having made reasonable enquiries) otherwise subject to Sanctions,

provided that, in the case of paragraphs (a) to (e) (inclusive) above, a person shall not be deemed to be a Sanctioned Person if transactions or dealings with such person are not prohibited under applicable Sanctions or are permitted under a license, license exemption, or other authorisation of a Sanctions Authority.

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

“Sanctions Authority” means (a) the United States of America, (b) the United Nations Security Council, (c) the European Union and any EU member state, (d) the United Kingdom and (e) the respective governmental institutions of any of the foregoing which administer Sanctions, including OFAC, the US State Department, the US Department of Commerce, the US Department of the Treasury, and His Majesty’s Treasury.

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the EU Consolidated List of Financial Sanctions Targets, the Consolidated List of Financial Sanctions Targets issued by His Majesty’s Treasury, or any similar list issued or maintained and made public by any of the Sanctions Authorities as amended, supplemented or substituted from time to time.

“Screen Rate” means, in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate), or, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service is replaced or ceases to be available, the Obligors’ Agent may specify another page or service displaying the relevant or replacement rate after consultation with the Agent.

“Second Lien Facility” means a facility made available under the Second Lien Facilities Agreement (provided that, for the avoidance of doubt, the Second Lien Facility was repaid in full and the Second Lien Facilities Agreement ceased to have any force or effect on or around 8 February 2022).

“Second Lien Facilities Agreement” means the second lien facilities agreement entered into between, among others, the Company and the Original Lenders (as defined therein) on or around 25 October 2018 (provided that, for the avoidance of doubt, the Second Lien Facility was repaid in full and the Second Lien Facilities Agreement ceased to have any force or effect on or around 8 February 2022).

“Second Lien Finance Documents” has the meaning given to the term “Finance Documents” in the Second Lien Facilities Agreement.

“Second Lien Liabilities” has the meaning given to that term in the Intercreditor Agreement.

“Secured Debt Document” has the meaning given to that term in the Intercreditor Agreement.

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

“Security” means a mortgage, charge, pledge, lien, security assignment, security transfer of title or other security interest having a similar effect.

“Selection Notice” means a notice substantially in the form set out in Part IV (Form of Selection Notice) of Schedule 3 (Requests and Notices) given in accordance with Clause 17 (Interest Periods) in relation to a Term Facility.

“Senior Secured Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Senior Secured Net Leverage Ratio” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Separate Loan” has the meaning given to that term in paragraph (a) of Clause 12.4 (Loans provided by a Defaulting Lender or a Sanctioned Lender).

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

“Sponsor Affiliate” means (i) the Advent Investors and their Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or advised by the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries, (iii) any trust of the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries or in respect of which any such persons are a trustee, (iv) any partnership of the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries or in respect of which any such persons are a partner and (v) any trust, fund or other entity which is managed by, or is under the control of, the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries, but excluding (in each case) any fund or entity that is affiliated with or managed and/or advised by the Advent Investors where the principal business of such affiliated fund or entity is investing in debt.

“Sponsor Equity Investment” means the aggregate amount of (i) investment in cash or in kind in the form of equity (including share capital) made in connection with the Acquisition on or around the Closing Date together with the contribution of any proceeds, or other capital contributions (including by way of premium and/or contribution to capital reserve), made by the Initial Investors (including by way of contribution of any proceeds to the Company (or to any Holding Company of the Company to the extent such proceeds are applied on or around the Closing Date towards fees, costs or any other expenses relating to the Acquisition)); (ii) any Subordinated Liabilities (as defined in the Intercreditor Agreement); and/or (iii) any Rolled Proceeds.

“Structural Adjustment” means:

(a)

an amendment, waiver or variation of the terms of some or all of the Finance Documents that results in or is intended to result from or has the effect of changing or which relates to:

(i)

an extension to the availability, change to the date of payment or redenomination of any amount under the Finance Documents;

(ii)

a reduction in the Margin (other than in accordance with the definition of Margin) or a reduction in the amount of any payment of principal, interest, fees, or commission or other amounts owing or payable to a Lender under the Finance Documents;

(iii)

the currency of payment of any amount under the Finance Documents;

(iv)

a redenomination of a Commitment or participation of any Finance Party into another currency (other than in accordance with the terms of this Agreement);

(v)

a re-tranching of any or all of the Facilities (other than as contemplated by this Agreement);

(vi)

an increase in, or addition or a grant of, any Commitment or participation of any Finance Party or the Total Commitments (other than in accordance with Clause 2.3 (Increase)); or

(vii)

the introduction of an additional loan, commitment, tranche or facility into the Finance Documents ranking pari passu with or junior to any of the Facilities,

in each case, other than in respect of an Additional Facility established pursuant to Clause 2.2 (Additional Facilities) or pursuant to Clause 16.5 (Replacement of Screen Rate); or

(b)

an amendment or waiver of a term of a Finance Document and any change (including changes to, the taking of or release coupled with the retaking of Security and/or guarantees and changes to and/or additional intercreditor arrangements) that is consequential on, incidental to, or required to implement or effect or reflect any of the amendments or waivers listed in paragraph (a) above.

“Structural Intercompany Receivable” means the receivable in respect of any intercompany loan entered into between Topco (as lender) and the Company (as borrower) pursuant to any Topco Proceeds Loan or Subordinated Liabilities (as defined in the Intercreditor Agreement).

“Subordinated Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Subsidiary” means, (i) 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 share capital 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 provided that notwithstanding anything to the contrary no Unrestricted Subsidiary shall be deemed to be a member of the Group and (ii) in relation to any person incorporated or established in the Republic of Austria, a subsidiary (Tochterunternehmen) within the meaning of § 189 no 7 of the Austrian Commercial Code (Unternehmensgesetzbuch – UGB).

“Super Majority Lenders” means, subject to paragraph (e) of Clause 43.4 (Other exceptions), a Lender or Lenders whose Commitments aggregate 662/3% or more of the Total Commitments (or, if the Total Commitments have been reduced to zero (0), aggregated 662/3% or more of the Total Commitments immediately prior to that reduction) and provided that for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment.

“Super Majority Lender Objection” means, in respect of a document, supplement, proposal, request or amendment in relation to this Agreement or any other Finance Document, that such document, supplement, proposal, request or amendment has been rejected by the Super Majority Lenders, in each case by 11.00 a.m. on the date falling ten (10) Business Days (or such longer period which the Company notifies to the Agent) after the date on which the Company (or other member of the Group) delivers the relevant document, supplement, proposal, request or amendment to the Agent. Unless the Company notifies the Agent, Clause 43.6 (Disenfranchisement of Non Responding Lenders) shall not apply when determining the Super Majority Lenders for these purposes (and, for the avoidance of doubt, the Company may elect for one or more of such Clauses to apply in respect of any particular document, supplement, proposal, request or amendment from time to time).

“Supplemental Guarantee Facility Document” has the meaning given to such term in Clause 9.4 (Supplemental Guarantee Facility Documents).

“Syndication Date” has the meaning given to that term in the Syndication Strategy Letter.

“Syndication Period” has the meaning given to that term in the Syndication Strategy Letter.

“Syndication Strategy Letter” means the syndication strategy letter relating to Facility B and dated 27 July 2018 between, among others, the Mandated Lead Arrangers and the Company.

“Targets” means each of (a) GE Distributed Power Inc., a Delaware corporation, with an office located at 1209 Orange St., Wilmington, DE 19801, United States of America (“US Target”), (b) General Electric Austria GmbH, an Austrian limited liability company (registration number FN 189091a) whose registered address is at Technologiestrasse 10, 1120 Vienna, Austria (“Austrian Target”) and (c) Jenbacher International BV., a Dutch limited liability company (registration number 71416927) whose registered address is Bergschot 69, 4817 PA Breda, The Netherlands (“Dutch Target”).

“TARGET2” means the Trans European Automated Real time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“Target Group” means each Target together with each of its Subsidiaries.

“Target Shares” means the shares in the capital of each Target to be acquired by a member of the Group in accordance with the Acquisition Agreement.

“Tax” means any tax, levy, impost, duty (including Austrian stamp duty, Rechtsgeschäftsgebühren) 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).

“Tax Sharing Agreement” means any tax sharing, profit and loss pooling, tax loss transfer or similar or equivalent agreement with customary or arm’s length terms entered into with any Holding Company of the Company or an Unrestricted Subsidiary.

“Tax Structure Memorandum” means the tax structure memorandum entitled “Project Diamond – Tax Structure Memorandum” prepared by PricewaterhouseCoopers GmbH.

“Term” means each period determined under this Agreement for which:

(a)

in respect of a Letter of Credit, the Issuing Bank is under a liability under a Letter of Credit; and

(b)

in respect of a Bank Guarantee, the Guarantee Facility Issuing Bank is under a liability under a Bank Guarantee.

“Term Facility” means Facility B and any Additional Term Facility.

“Term Loan” means a Facility B Loan and (as the case may be) an Additional Facility Loan under an Additional Term Facility.

“Term SOFR” means in relation to any Loan denominated in USD:

(a)

the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate) and if such page or service is replaced or ceases to be available, the Agent may specify

another page or service displaying the relevant rate in accordance with clause 16.5 (Replacement of Screen Rate);

(b)

(if the term SOFR reference rate is not available for the Interest Period of that Loan) Interpolated Term SOFR (rounded to the same number of decimal places as Term SOFR) for that Loan;

(c)

if:

(i)

no term SOFR reference rate is available for the Interest Period of that Loan; and

(ii)

it is not possible to calculate Interpolated Term SOFR for that Loan,

the Historic Term SOFR; or

(d)

if:

(i)

no term SOFR reference rate is available for the Interest Period of that Loan;

(ii)

it is not possible to calculate Interpolated Term SOFR for that Loan; and

(iii)

no Historic Term SOFR rate is available for the Interest Period of that Loan,

the USD Central Bank Rate (or if the USD Central Bank Rate is not available at 11.00 am (London time) on the Quotation Day, the most recent USD Central Bank Rate for a day which is no more than three (3) US Government Securities Business Days before the relevant Quotation Day),

as of, in the case of paragraphs (a), (c) and (d) above, 11.00am (London time) on the Quotation Day and (other than in respect of paragraph (d) above) for a period equal in length to the Interest Period of that Loan and, if any such rate applicable to a Loan denominated in USD is below zero (0), Term SOFR for such Loan will be deemed to be zero (0).

“Termination Date” means:

(a)

in respect of Facility B, 2 November 2028;

(b)

in respect of the Original Guarantee Facility, 2 May 2028;

(c)

in respect of the Original Revolving Facility, 2 May 2028;

(d)

in respect of any Additional Facility Commitments, the date specified in the relevant Additional Facility Notice (provided that such date is in accordance with paragraph 2.2(b)(iii) of Clause 2.2 (Additional Facilities)).

“Third Parties Act” has the meaning given to that term in Clause 1.6 (Third Party Rights).

“Topco” means AI Alpine (Luxembourg) S.à r.l. and any other “Topco” as defined in the Intercreditor Agreement.

“Topco Proceeds Loan” means any unsecured loan, notes, bonds or like instruments made/held by Topco to the Company of the proceeds of any “Topco Liabilities” (as defined in the Intercreditor Agreement).

“Total Additional Facility Commitments” means the aggregate amount of the applicable and designated Additional Facility Commitments under any applicable Additional Facility Notice.

Total Additional Guarantee Facility Commitments” means the aggregate amount of the applicable and designated Additional Guarantee Facility Commitments under any applicable Additional Facility Notice.

“Total Additional Revolving Facility Commitments” means the aggregate amount of the applicable and designated Additional Revolving Facility Commitments under any applicable Additional Facility Notice.

“Total Commitments” means the aggregate of the Total Facility B (EUR) Commitments, the Total Facility B (USD) Commitments, the Total Original Guarantee Facility Commitments, the Total Original Revolving Facility Commitments and the Total Additional Facility Commitments.

“Total Facility B (EUR) Commitments” means the aggregate of the Facility B (EUR) Commitments, being €1,100,000,000 at the Extension Effective Date.

“Total Facility B (USD) Commitments” means the aggregate of the Facility B (USD) Commitments, being $600,000,000 at the Extension Effective Date.

“Total Guarantee Facility Commitments” means the aggregate of the Total Original Guarantee Facility Commitments and the Total Additional Guarantee Facility Commitments.

“Total Original Guarantee Facility Commitments” means the aggregate of the Original Guarantee Facility Commitments, being $120,000,000 at the Extension Effective Date.

“Total Original Revolving Facility Commitments” means the aggregate of the Original Revolving Facility Commitments, being $225,000,000 at the Extension Effective Date.

“Total Revolving Facility Commitments” means the aggregate of Total Original Revolving Facility Commitments and the Total Additional Revolving Facility Commitments.

“Transaction” means the Acquisition, refinancing or otherwise discharging of certain Existing Target Debt and the other transactions contemplated by the Transaction Documents (in each case including the financing or refinancing thereof).

“Transaction Documents” means the Acquisition Documents, the Second Lien Finance Documents, the Equity Documents and the Finance Documents.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent and/or the Secured Parties (represented by the Security Agent, as the case may be) pursuant to the Transaction Security Documents.

“Transaction Security Documents” means:

(a)

each of the security documents listed as being a Transaction Security Document in paragraph 2(d) of Part I (Conditions Precedent to the Closing Date) of Schedule 2 (Conditions Precedent);

(b)

any document entered into by Topco and/or any member of the Group (including any member of the Target Group) creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any member of the Group under any of the Finance Documents;

(c)

any “Security Document” (other than a “Topco Independent Transaction Security Document”) and any “Transaction Security Document” (each as defined in the Intercreditor Agreement); and

(d)

any other document designated as a “Transaction Security Document” by the Obligors’ Agent and the Agent (or the Security Agent) in writing.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Obligors’ Agent.

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

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

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

“Unrestricted Subsidiary” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“US” means the United States of America.

“USD Central Bank Rate” means the percentage rate per annum which is the aggregate of:

(a)

the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time or, if that target is not a single figure, the arithmetic mean of (i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York, and (ii) the lower bound of that target range; and

(b)

the applicable USD Central Bank Rate Adjustment.

“USD Central Bank Rate Adjustment” means, in relation to the USD Central Bank Rate prevailing at close of business on any US Government Securities Business Day, the 20% trimmed arithmetic mean (calculated by the Agent) of the USD Central Bank Rate Spreads for the three (3) most immediately preceding US Government Securities Business days for which Term SOFR is available.

“USD Central Bank Rate Spread” means, in relation to any US Government Securities Business Day, the difference (expressed as a percentage rate per annum) calculated by the Agent of (i) Term SOFR for that US Government Securities Business Day; and (ii) the USD Central Bank Rate prevailing at close of business on that US Government Securities Business Day.

“US Government Securities Business Day” means any day other than:

(a)

a Saturday or a Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

“Utilisation” means a Loan, a Letter of Credit or a Bank Guarantee.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Bank Guarantee or Letter of Credit is to be issued.

“Utilisation Request” means:

(a)

other than in respect of a Guarantee Facility, a notice substantially in the relevant form set out in Part I (Form of Utilisation Request – Loans) or Part II (Form of Utilisation Request – Letters of Credit) of Schedule 3 (Requests and Notices); or

(b)

in respect of a Guarantee Facility only, a notice which is in accordance with any standard form instructions for the issuance of Bank Guarantees that forms part of a Guarantee Facility Issuing Bank’s electronic interface as agreed from time to time between a Guarantee Facility Issuing Bank and the relevant Borrower (or the Obligors’ Agent on its behalf).

“VAT” means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax as amended (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.

“Vendor” means each person identified as a seller under the Acquisition Agreement.

“Voting Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Waived Amount” has the meaning given to that term in paragraph (c) of Clause 14.4 (Right to Refuse Prepayment).

“Working Capital” has the meaning given to that term in Clause 28.1 (Financial definitions).

1.2

Construction

(a)

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

(i)

the Agent, the Company, any Finance Party, any Issuing Bank, any Guarantee Facility Issuing Bank, any Lender, any Mandated Lead Arranger, any Obligor, any Party, any Secured Party, the Security Agent or any other person shall be construed so as to include its successors in title (including the surviving entity of any merger involving that person), permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii)

a document in agreed form is a document (A) which is previously agreed in writing by or on behalf of the Agent and the Obligors’ Agent; or (B) if such document is to be delivered pursuant to Clause 4.1 (Initial conditions precedent) or specified in Schedule 2 (Conditions Precedent) in the form required or contemplated by those provisions;

(iii)

any requirement to be on “arms’ length terms” or similar refers to the commercial terms from the perspective of the Group, and a transaction shall be determined by reference to the facts and circumstances at the time but shall always be deemed to have satisfied such standard (without prejudice to any other method of satisfaction) if (A) such transaction has been approved by a majority of the Disinterested Directors of the relevant member of the Group; or (B) if there are no Disinterested Directors, the transaction may be approved by an expert appointed by the Board of Directors of the Company (or equivalent body) with expertise in appraising the terms and conditions of the type of transaction for which approval is required. For these purposes, “Disinterested Directors” shall mean, with respect or any person or transaction, a member of the Board of Directors of the Company (or equivalent body) of such person who does not have any material personal direct financial interest in the transaction;

(iv)

an amendment includes any amendment, supplement, variation, novation, modification, replacement, restatement or amendment and restatement (however fundamental), and amend and amended shall be construed accordingly;

(v)

assets includes properties, assets, businesses, undertakings, revenues and rights of every kind (including uncalled share capital), present and future, actual or contingent and any interest in any of the foregoing;

(vi)

available for utilisation in respect of any indebtedness means that indebtedness being committed pursuant to the terms of an executed commitment letter, credit agreement, indenture, notes or other documentation notwithstanding that any documentary, drawdown or other substantive event including the execution of a long form credit agreement, the completion of an acquisition or condition to utilisation or issue thereof has not been satisfied including (if any of the proceeds are to be applied in connection with an acquisition or other transaction) the date on which the applicable acquisition agreement is signed or such other date on which the Group enters into a legally binding commitment for the relevant acquisition or such other transaction which will be funded by the proceeds of such proceeds;

(vii)

a consent includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;

(viii)

a disposal includes any sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(ix)

the European interbank market means the interbank market for euro;

(x)

the “equivalent” in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s Spot Rate of Exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);

(xi)

fair market value may be conclusively established by means of an Officer’s Certificate or a resolution of the Board of Directors of the Obligors’ Agent setting out such fair market value as determined by such Officer or such Board of Directors in good faith;

(xii)

a Finance Document or a Transaction Document or any other agreement or instrument is (unless expressed to be a reference to such document, agreement or instrument in its original form or form as at a particular date) a reference to that Finance Document or Transaction Document or other agreement or instrument as amended and includes any increase in, addition to or extension of or other change to any facility under such agreement or instrument, in each case to the extent not prohibited by the terms of this Agreement;

(xiii)

a guarantee includes:

(A)

an indemnity, counter-indemnity, guarantee or similar assurance against loss in respect of any indebtedness of any other person; and

(B)

any other obligation of any other person, whether actual or contingent, to pay, purchase, provide funds (whether by the advance of money to, the purchase of or subscription for shares, partnership interests or other investments in, any other person, the purchase of assets or services, the making of payments under an agreement or otherwise) for the payment of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person;

and guaranteed and guarantor shall be construed accordingly;

(xiv)

including means including without limitation, and includes and included shall be construed accordingly;

(xv)

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

(xvi)

losses includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including legal and other fees) and liabilities of any kind, and loss shall be construed accordingly;

(xvii)

a Default (including an Event of Default) is continuing if it has not been remedied or waived and a Declared Default is continuing unless the relevant demand or notice has been revoked by the Agent (acting on the instructions of the Majority Lenders). In addition, (i) if a Default (including an Event of Default) occurs for a failure to deliver a required certificate, notice or other document in connection with another default (an “Initial Default”) then at the time such Initial Default is remedied or waived, such Default (including an Event of Default) for a failure to report or deliver a required certificate, notice or other document in connection with the Initial Default will also be cured without any further action and (ii) any Default for the failure to comply with the time periods prescribed in Clause 27 (Information Undertakings), or otherwise to deliver any notice, certificate or other document, as applicable, even though such delivery is not within the prescribed period specified in this Agreement or any other Finance Document shall be deemed to be cured upon the delivery of any such report required by such covenant or notice, certificate or other document, as applicable, even though such delivery is not within the prescribed period specified in this Agreement or any other Finance Document;

(xviii)

references to any matter being permitted under this Agreement or any other Finance Document or other agreement shall include references to such matters not being prohibited or otherwise being approved under this Agreement or such Finance Document;

(xix)

a Lender’s participation in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

(xx)

a Lender’s participation in relation to a Bank Guarantee, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Bank Guarantee;

(xxi)

a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, fund, joint venture, consortium, partnership or other entity, in each case whether or not having separate legal personality;

(xxii)

Indebtedness ranking “pari passu” with Facility B, the Original Revolving Facility, the Original Guarantee Facility or the Facilities (as the case may be) means Indebtedness constituting Senior Secured Indebtedness and Indebtedness ranking “junior” or “ranks junior” to Facility B, the Original Revolving Facility, the Original Guarantee Facility or the Facilities (as the case may be) means Indebtedness that is subject to the Intercreditor Agreement, secured on the Transaction Security and does not constitute Senior Secured Indebtedness (as the case may be);

(xxiii)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law which are binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency or department or of any regulatory, self-regulatory or other authority or organisation;

(xxiv)

a sub-participation means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed, undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty and “sub-participate” shall be construed accordingly;

(xxv)

sufficient available information means financial information selected and determined by the Obligors’ Agent in good faith in order to test the applicable condition or ratio, including, but not limited to, information required to be delivered to the Agent under this Agreement as well as other information including monthly management accounts and other internal Group accounts and financial information;

(xxvi)

a provision of law is a reference to that provision as amended or re-enacted;

(xxvii)

a time of day is a reference to London time;

(xxviii)

unless expressly stated to the contrary, a reference in any Finance Document to the Agent or the Security Agent (an “Applicable Agent”) being “authorised”, “instructed” or “directed” to take any action by a Finance Party by the terms of such Finance Document shall mean irrevocably and unconditionally authorised, instructed or directed (as applicable) to take such action without any further consent, authorisation, instruction or direction from any Finance Party or any of their Affiliates;

(xxix)

unless expressly stated to the contrary, a reference in any Finance Document to an Applicable Agent being “instructed” or “directed” to take any action by a Finance Party by the terms of such Finance Document shall require the Applicable Agent to take such action promptly, without unreasonable delay and without requesting any further consent, authorisation, instruction or direction from any Finance Party or any of their Affiliates; and

(xxx)

unless expressly stated to the contrary, where an Applicable Agent is required to act “reasonably”, or in a “reasonable” manner, or as coming to an opinion or determination that is “reasonable” (or any similar or analogous wording is used) under the terms of any Finance Document (other than this paragraph (xxx)) and the Applicable Agent has not been instructed or directed by a Finance Party by the terms of such Finance Document to take such action:

(A)

if the Applicable Agent determines that any instruction is or may be required by from any Finance Party or any group of Finance Parties, it shall notify the Obligors’ Agent as soon as reasonably practicable after making such determination;

(B)

the Applicable Agent shall first (prior to seeking, or notifying any Finance Party that it intends to seek, such instruction) consult with the Obligors’ Agent (acting reasonably and in good faith) in order to determine (1) whether any instruction from the requisite Finance Parties is required under the terms of the applicable Finance Document and (2) the period of time in which such instructions may be sought, unless it is prohibited from doing so in accordance with applicable law or regulation or if an Event of Default is continuing;

(C)

if, after such consultation, the Applicable Agent determines (acting reasonably, in good faith and in accordance with the terms of the Finance Documents) that it is required to seek instructions from the requisite Finance Parties in accordance with the terms of the applicable Finance Document, it shall notify the Finance Parties from whom it is seeking such instruction of the requested instructions, together with its proposed opinion, determination or other course of action and the period of time within which such instructions must be provided (acting reasonably and in good faith and taking into account such consultation with the Obligors’ Agent);

(D)

unless such Finance Parties (acting reasonably, in good faith and in accordance with the terms of the Finance Documents) otherwise instruct or direct the Applicable Agent within the period of time within which such instructions were requested to be provided, the Applicable Agent shall act in accordance with its proposed opinion, determination or other course of action notified to the applicable Finance Parties in accordance with paragraph (C) above; and

(E)

if the Applicable Agent complies with this paragraph (xxx), it shall (1) be deemed to have been acting on the instructions of the requisite Finance Parties, (2) be under no obligation to determine the reasonableness of any instructions from any Finance Party and (3) not be responsible for any liability arising from such instructions or any delay or failure in the giving of such instructions.

(b)

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.

(c)

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

(d)

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.

(e)

A Borrower provides cash cover for a Bank Guarantee, Letter of Credit or Ancillary Facility or Fronted Ancillary Facility if it pays an amount in the currency of the Bank Guarantee, Letter of Credit or Ancillary Facility or Fronted Ancillary Facility (as the case may be) to an interest-bearing account in the name of the Borrower and the following conditions are met:

(i)

the account is with the Agent, the Security Agent, or the relevant Issuing Bank (if the cash cover is to be provided in respect of a Letter of Credit),

or with the relevant Ancillary Lender or Fronting Ancillary Lender (if the cash cover is to be provided in respect of an Ancillary Facility or Fronted Ancillary Facility), or with the relevant Guarantee Facility Issuing Bank (if cash cover is to be provided in respect of a Bank Guarantee);

(ii)

subject to Clause 7.5 (Cash cover by Borrower) and 9.8 (Cash cover by Borrower), until no amount is or may be outstanding under that Bank Guarantee, Letter of Credit or Ancillary Facility or Fronted Ancillary Facility (as the case may be), withdrawals from the account (other than in respect of accrued interest) may only be made (I) to pay the relevant Issuing Bank, relevant Guarantee Facility Issuing Bank, Ancillary Lender or Fronting Ancillary Lender (as applicable) amounts due and payable to it under this Agreement in respect of that Bank Guarantee, Letter of Credit or Ancillary Facility or Fronted Ancillary Facility as the case may be, (II) if the Security Agent, the Agent, Issuing Bank, Guarantee Facility Issuing Bank, Ancillary Lender, or Fronting Ancillary Lender (as the case may be) determine (acting reasonably) that the amount standing to the credit or such account exceeds the face value amount outstanding under that Bank Guarantee, Letter of Credit, or as applicable the Ancillary Outstandings; or (III) as contemplated by Clause 19.7 (Fees payable in respect of Bank Guarantees) and/or paragraph (d) of Clause 19.6 (Fees payable in respect of Letters of Credit) and for the purposes of this Agreement, a Bank Guarantee, Letter of Credit or Ancillary Outstanding (as applicable) shall be deemed to be cash covered to the extent of any such provision of cash cover in respect of that Bank Guarantee, Letter of Credit or Ancillary Outstanding (as applicable);

(iii)

if requested by the relevant Guarantee Facility Issuing Bank, Issuing Bank, Ancillary Lender or Fronting Ancillary Lender (as the case may be), the Borrower has executed and delivered a security document (in accordance with the Agreed Security Principles and in substantially the same form as an existing Transaction Security Document, provided that the terms are no more onerous than that existing Transaction Security Document) over that account, which creates first ranking Security over that account; and

(iv)

unless a Declared Default has occurred and is continuing, any interest accruing on any such account will be paid to the order of the relevant Borrower.

(f)

Notwithstanding anything to the contrary in any Finance Document, nothing in the Finance Documents shall prohibit a non cash contribution of any asset (including any participation, claim, commitment, rights, benefits and/or obligations in respect of any indebtedness borrowed or issued by any member of the Group from time to time) by a person that is not a member of the Group to the Company, provided that to the extent such transaction results in any indebtedness or claim being outstanding from the Company to any of its direct or indirect shareholders, such indebtedness or claim is subordinated as “Subordinated Liabilities” pursuant to the Intercreditor Agreement or otherwise in a manner satisfactory to the Agent acting reasonably.

(g)

A Bank Guarantee, Letter of Credit or Ancillary Outstandings are repaid or prepaid (or any derivative form thereof) to the extent that:

(i)

a Borrower or any other Obligor provides cash cover for that Bank Guarantee, Letter of Credit or in respect of the Ancillary Outstandings;

(ii)

in the case of a Bank Guarantee, a Borrower has made a payment of that amount under paragraph (b) of Clause 9.2 (Claims under a Bank Guarantee) in respect of that Bank Guarantee or a Borrower has made a reimbursement of that amount in respect of that Bank Guarantee under Clause 9.3 (Indemnities);

(iii)

in the case of a Letter of Credit, a Borrower has made a payment of that amount under paragraph (b) of Clause 7.2 (Claims under a Letter of Credit) in respect of that Letter of Credit or a Borrower has made a reimbursement of that amount in respect of that Letter of Credit under Clause 7.3 (Indemnities);

(iv)

the maximum amount payable under the Bank Guarantee, Letter of Credit, Ancillary Facility or Fronted Ancillary Facility (as the case may be) is reduced or cancelled in accordance with its terms in a manner satisfactory to the Guarantee Facility Issuing Bank in respect of such Bank Guarantee or Issuing Bank in respect of such Letter of Credit or Ancillary Lender in respect of such Ancillary Facility or Fronting Ancillary Lender in respect of such Fronted Ancillary Facility (as the case may be), in each case, acting reasonably;

(v)

the Bank Guarantee or Letter of Credit or relevant Ancillary Facility or Fronted Ancillary Facility (as the case may be) expires in accordance with its terms or is otherwise returned by the beneficiary with its written confirmation that it is released and cancelled;

(vi)

the Guarantee Facility Issuing Bank, Issuing Bank, Ancillary Lender or Fronting Ancillary Lender (as the case may be) (acting reasonably) is satisfied that it has no further or a reduced liability under that Bank Guarantee or Letter of Credit or Ancillary Facility or Fronted Ancillary Facility (as the case may be) and accordingly all of (or such proportion of) the obligations are released or reduced, and has confirmed the same to the Agent accordingly; or

(vii)

a bank or financial institution having a long term credit rating from any of Moody’s, S&P or Fitch at least equal to Baa3/BBB- (as applicable or such other rating as the Agent and the applicable Guarantee Facility Issuing Bank, Issuing Bank, Ancillary Lender or Fronting Ancillary Lender (as the case may be) may agree), or by any other institution satisfactory to the applicable Guarantee Facility Issuing Bank, Issuing Bank, Ancillary Lender or Fronting Ancillary Lender having issued an unconditional and irrevocable guarantee, indemnity, counter-indemnity or similar assurance against financial loss in respect of all amounts due under that Bank Guarantee, Letter of Credit or Ancillary Facility or Fronted Ancillary Facility,

in each case, unless it is otherwise agreed between the Obligors’ Agent and:

(A)

the Guarantee Facility Issuing Bank that such Bank Guarantees will remain outstanding on a bilateral basis and, in each case, such Bank Guarantees will be treated as repaid for the purpose of the Finance Documents and no Lender will be required to provide any counter indemnity in respect thereof;

(B)

the Issuing Bank that such Letters of Credit will remain outstanding on a bilateral basis and, in each case, such Letters of Credit will be treated as repaid for the purpose of the Finance

Documents and no Lender will be required to provide any counter indemnity in respect thereof; or

(C)

the Ancillary Lender or Fronting Ancillary Lender that such Ancillary Facility or Fronted Ancillary Facility (as applicable) will remain outstanding on a bilateral basis and, in each case, such Ancillary Facility will be treated as repaid for the purpose of the Finance Documents and no Lender will be required to provide any counter indemnity in respect thereof,

the amount by which a Bank Guarantee or Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (i) to (vii) above is the amount of the relevant cash cover, payment, release, cancellation, reduction or assurance.

(h)

An amount borrowed includes any amount utilised by way of a Bank Guarantee or Letter of Credit or under an Ancillary Facility or Fronted Ancillary Facility.

(i)

A Lender funding its participation in a Utilisation includes a Lender participating in a Bank Guarantee or Letter of Credit.

(j)

An outstanding amount of a Bank Guarantee or Letter of Credit at any time is the maximum principal face value amount that is or may be payable by the relevant Borrower in respect of that Bank Guarantee or Letter of Credit at that time.

(k)

Subject to Clause 1.4 (Exchange rate fluctuations), references to the equivalent of an amount specified in a particular currency (the “specified currency amount”) shall be construed as a reference to the amount of any other relevant currency which can be purchased with the specified currency amount to the Agent’s Spot Rate of Exchange on the date on which the calculation falls to be made for spot delivery, as determined by the Agent.

(l)

Subject to Clause 1.4 (Exchange rate fluctuations), unless a contrary indication appears, a reference to a basket amount, threshold or limit expressed in US Dollars or euros includes the equivalent of such amount, threshold or limit in other currencies.

(m)

In ascertaining the Majority Lenders or the Super Majority Lenders or whether any given percentage of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents or for the purpose of the allocation of any repayment or prepayment or for the purposes of taking any step, decision, direction or exercise of discretion which is calculated by reference to drawn amounts any Commitments not denominated in US Dollars (“Non-dollar Commitments”) shall be deemed to be converted into US Dollars at the rate for the conversion of US Dollars into the relevant currency of the Non-dollar Commitment which the Obligors’ Agent (acting reasonably and in good faith) has used and has notified to the Agent for the purposes of calculating the incurrence of any Additional Facility, or if the Obligors’ Agent has not notified the Agent of such conversion rate, the Agent’s Spot Rate of Exchange on the date on which that Commitment was provided under this Agreement or, if earlier, the date the aggregate amount of the Non-dollar Commitment of the Additional Facility was determined, provided that, for the purposes set out in this paragraph the Facility B (EUR) Commitments shall be converted into US Dollars at either (at the Company’s sole discretion) (i) the Facility B (EUR) / Facility B (USD) Rate of Exchange, or (ii) the Agent’s Spot Rate of Exchange on the Business Day immediately preceding the date of such

request for a consent, waiver, amendment or other vote under the Finance Documents.

(n)

For the purposes of the permitted definitions in Clause 1.1 (Definitions), until the date by which such entities are required to accede as Guarantors pursuant to Clause 29.11 (Guarantees and Security), such Material Subsidiary or other member of the Group which the Company has confirmed will accede as a Guarantor shall, in each case, be deemed to be an Obligor, provided that no Material Subsidiary or other member of the Group which will not accede to this Agreement as a Guarantor as a result of the Agreed Security Principles shall be deemed to be an Obligor.

(o)

A Borrower’s obligation on Utilisations becoming due and payable includes the Borrower repaying any Letter of Credit or Bank Guarantee in accordance with paragraph (g) above.

(p)

The knowledge of awareness or belief of any member of the Group shall be limited to the actual knowledge, awareness or belief of the Board of Directors (or equivalent body) of such member of the Group at the relevant time.

(q)

The obligations of the Obligors and any member of the Group (including any procurement obligation), including but not limited to, the making of any payment, any representation or warranty, general undertaking, any information undertaking or financial covenant under or pursuant to the Finance Documents (other than in relation to the utilisation of the Facilities pursuant to Clause 2 (The Facilities) to Clause 11 (Ancillary Facilities), any representation or warranty, general undertaking or event of default referred to in the definitions of Major Default, Major Representation or Major Undertaking (as applicable), Clause 13.1 (Illegality), Clause 14.1 (Exit and Listing) and Clause 17 (Interest Periods)), shall not become effective or take effect until and from the date of the first Utilisation in accordance with the terms of this Agreement. This paragraph shall not apply to any term or obligation arising under paragraph (b) of Clause 19.1 (No deal, No fees), Clause 19.4 (Ticking fee), Clause 22.2 (Other indemnities), Clause 22.3 (Indemnity to the Agent) and Clause 24.1 (Transaction expenses).

(r)

For the purposes of calculating Break Costs under this Agreement, EURIBOR will be assessed by reference to the prevailing EURIBOR rate for the applicable reference period (or, if the prevailing EURIBOR rate is below zero (0), the prevailing rate will be deemed to be zero (0)) and any applicable EURIBOR floor greater than zero (0) will be disregarded.

(s)

Any corporation into which the Guarantee Facility Issuing Bank, Agent or Security Agent may be merged or converted, or any corporation with which the Guarantee Facility Issuing Bank, Agent or Security Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Guarantee Facility Issuing Bank, Agent or Security Agent shall be a party, or any corporation, including affiliated corporations, to which the Guarantee Facility Issuing Bank, Agent or Security Agent shall sell or otherwise transfer:

(i)

all or substantially all of its assets; or

(ii)

all or substantially all of its corporate trust business,

shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws and subject to any credit rating requirements set out in this Agreement become the successor Guarantee Facility Issuing Bank, Agent or Security Agent under this Agreement without the execution or filing of any paper or any further act on the part of the

parties to this Agreement, unless otherwise required by the Obligors’ Agent, and after the said effective date all references in this Agreement to the Guarantee Facility Issuing Bank, Agent or Security Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Obligors’ Agent by the Guarantee Facility Issuing Bank, Agent or Security Agent.

(t)

No Default or Event of Default will occur if any obligation in any Finance Document requiring any member of the Group to become an Additional Borrower and/or an Additional Guarantor is not satisfied solely as a result of any applicable Finance Party not having executed any relevant agreement, notice, letter, acknowledgement, confirmation, instrument or (as applicable) other document (after the Company or the relevant member of the Group has delivered to such Finance Party all documents and other evidence required by this Agreement to be delivered in connection with such member of the Group’s accession hereto as an Additional Borrower or an Additional Guarantor (as applicable)) on or before the relevant original deadline for compliance with that obligation and, in such circumstances, any such deadline in any Finance Document by which any member of the Group is to become an Additional Borrower and/or an Additional Guarantor shall be automatically extended until such time as that Finance Party executes that agreement, notice, letter, acknowledgement, confirmation, instrument or (as applicable) other document.

(u)

Bank of America Merrill Lynch International Limited (“BAMLI”) may receive a benefit, including without limitation, a discount, credit or other accommodation, from any relevant legal counsel based on the legal fees such legal counsel may receive on account of their relationship with BAMLI including, without limitation, fees paid pursuant to the Finance Documents.

(v)

Any fee to be paid to BAMLI and Bank of America, N.A. (“BANA”) (the “BOA Arrangers”) pursuant to the Finance Documents shall be paid to BAMLI for the account of both BOA Arrangers, to be apportioned as the BOA Arrangers may decide without reference to any other person.

(w)

BAMLI and BANA confirm and agree that in respect of their roles as Mandated Lead Arrangers under the Finance Documents:

(i)

BANA shall act as an Arranger in respect of any Borrower which is incorporated under the laws of and/or located in a state of the United States of America (each, a “Relevant Borrower”) and in relation to the Relevant Borrowers, all rights, powers, authority and discretions vested in an Arranger shall be vested in BANA and not in BAMLI; and

(ii)

in relation to all Borrowers other than the Relevant Borrowers (each, an “Other Borrower”), all rights, powers, authority and discretions vested in an Arranger shall be vested in BAMLI and not in BANA and only BAMLI shall act as an Arranger in respect of Other Borrowers,

and any reference in the Finance Documents to either BAMLI or BANA in its capacity as an Arranger shall, in respect of (i) a Relevant Borrower, be a reference to BANA and (ii) an Other Borrower, be a reference to BAMLI.

(x)

Any reference in any Finance Document to “Bank of America Merrill Lynch International Limited” is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill

Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)) as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in any Finance Document, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.

(y)

The provisions of paragraph (o) of Clause 31.3 (Conditions of assignment or transfer) shall not apply in respect of a transfer by BAMLI to BAMLI DAC of all of its rights and obligations under this Agreement pursuant to the merger between BAMLI and BAMLI DAC that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland.

(z)

To the extent that Crédit Agricole Corporate and Investment Bank Deutschland, Niederlassung einer Französischen Société Anonyme (the “CA Loan Party”) consolidates or amalgamates with, or merges with or into, Crédit Agricole S.A or any of its (direct or indirect) subsidiaries, the Company hereby acknowledges and agrees that, all of CA Loan Party’s rights and obligations under each Finance Document shall pass to the successor entity by operation of law.

(aa)

For all purposes under the Finance Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC.

(bb)

Each Finance Party that is subject to the Patriot Act (as hereinafter defined) hereby notifies the Obligors that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party as applicable, to identify the Obligors in accordance with the Patriot Act.

1.3

Currency Symbols and Definitions

(a)

€, euro and EUR mean the single currency unit of the Participating Member States.

(b)

£, GBP and Sterling means the lawful currency for the time being of the United Kingdom.

(c)

$, USD and US Dollars mean the lawful currency for the time being of the United States of America.

1.4

Exchange rate fluctuations

(a)

Subject to paragraph (c) below, when applying any monetary limits, thresholds and other exceptions to the representations and warranties, undertakings and Events of Default under the Finance Documents, the equivalent of an amount in a currency other than the Base Currency to such an amount in the Base Currency shall be calculated, at the option of the Obligors’ Agent, at (i) the rate for the conversion of the Base Currency into the relevant currency of the non-Base Currency which the Obligors’ Agent (acting reasonably and in good faith) has used and has notified to the Agent or (ii) at the Agent’s Spot Rate of Exchange, in each case, as at the date such monetary limit, threshold or other exception is tested in accordance with this Agreement.

(b)

No Default, breach of any representation and warranty or undertaking under this Agreement or the other Finance Documents shall arise merely as a result of a subsequent change in the Base Currency equivalent or any other currency equivalent specified for any basket due to fluctuations in exchange rates.

(c)

Paragraphs (a) and (b) above shall not apply to any financial definitions, calculations and/or ratios to the extent that other provisions of this Agreement are expressed to apply to any calculation, including in respect of the calculation of the Senior Secured Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, the Fixed Charge Coverage Ratio, Consolidated EBITDA, Consolidated Pro Forma EBITDA, LTM EBITDA or for the purpose of testing any financial covenant in Clause 28.2 (Financial Condition).

1.5

Baskets and Basket Testing

(a)

Any amounts incurred on the basis of any basket, test or permission where an element is set by reference to a percentage of LTM EBITDA or Consolidated EBITDA (“EBITDA based basket”) shall (provided that such amounts are, at the time of incurrence, duly and properly incurred in accordance with the relevant basket, test or permission) (i) be treated as having been duly and properly incurred, and (ii) be permitted to be refinanced, replaced or otherwise utilised or relied on, in each case, without the occurrence of an Event of Default even in the event that such EBITDA based basket subsequently decreases by virtue of operation of that calculation.

(b)

Except as set forth in paragraph 1(c)(iii) of Section 1 (Limitation on Indebtedness) of Schedule 15 (General Undertakings), in the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Obligors’ Agent, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and, for the avoidance of doubt, an amount or transaction may, at the option of the Obligors’ Agent, be split between different baskets or exceptions).

(c)

Any reference in this Agreement to an Applicable Metric shall be deemed to be a reference to such Applicable Metric as determined at the Applicable Test Date.

(d)

For any relevant basket set by reference to a Financial Year, fiscal year or calendar year (each an “Annual Period”):

(i)

at the option of the Obligors’ Agent, the maximum amount so permitted under such basket during such Annual Period may be increased by:

(A)

an amount equal to 100% of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Group during such preceding Annual Period (the “Carry Forward Amount”); and/or

(B)

an amount equal to 100% of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period shall be reduced by such corresponding amount (the “Carry Back Amount”); and

(ii)

to the extent that the maximum amount so permitted under such basket during such Annual Period is increased in accordance with paragraph (i) above, any usage of such basket during such Annual Period shall be deemed to be applied in the following order:

(A)

firstly, against the Carry Forward Amount;

(B)

secondly, against the maximum amount so permitted during such Annual Period prior to any increase in accordance with paragraph (i) above; and

(C)

thirdly, against the Carry Back Amount.

(e)

To the extent that any Additional Facility or other Permitted Indebtedness satisfies any Applicable Metric or other condition (pro forma for its incurrence) on the Applicable Test Date, such condition is deemed to have been satisfied, including on the date of its incurrence and irrespective of any facts or circumstances (including financial condition) thereafter.

(f)

If any Financial Year consists of more than 12 months, any annual or per Financial Year baskets and the Excess Cash Flow De Minimis shall be increased proportionately for each additional month in such Financial Year.

(g)

If any incurrence-based ratio (to the extent there is an option to calculate such incurrence-based ratio as of the Applicable Test Date) improves as a result of a fluctuation in pro forma LTM EBITDA or Consolidated EBITDA between the Applicable Test Date selected by the Company and the consummation of the relevant transaction or action, such improved ratio may be used for purposes of testing compliance with the relevant incurrence-based restriction provided that, for the avoidance of doubt, if any such ratio worsens or is exceeded as a result of such a fluctuation in pro forma LTM EBITDA or Consolidated EBITDA the relevant ratios will remain fixed as at the Applicable Test Date selected by the Company.

(h)

In the event that any fixed baskets or Revolving Facility Utilisations are intended to be utilised together with any incurrence-based ratio in a single transaction or series of related transactions (including with respect to any Additional Facilities or other Permitted Indebtedness): (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of such indebtedness or other applicable transaction or action to be incurred under any incurrence-based baskets shall first be calculated without giving effect to amounts being utilised pursuant to any fixed

baskets or the Revolving Facility, but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed baskets and the Revolving Facility, any incurrence and repayments of indebtedness) and all other permitted pro forma adjustments, and (ii) thereafter, incurrence of the portion of such indebtedness or other applicable transaction or action to be incurred under any fixed baskets shall be included in any calculations unless otherwise specified in the Finance Documents.

1.6

Third Party Rights

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement or any other Finance Document.

1.7

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.

1.8

No Investor Recourse

No Finance Party will have any recourse to any Investor that is not party to a Finance Document (and to the extent an Investor is a party to a Finance Document there shall only be recourse to the extent of its liability under the terms of such Finance Document) in respect of any term of any Finance Document, any statements by Investors, or otherwise.

1.9

Personal Liability

Where any natural person gives a certificate or other document or otherwise gives a representation or statement on behalf of any of the parties to the Finance Documents pursuant to any provision thereof and such certificate or other document, representation or statement proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate, other document, representation or statement being incorrect save where such individual acted fraudulently in giving such certificate, other document, representation or statement (in which case any liability of such individual shall be determined in accordance with applicable law) and each such individual may rely on this Clause 1.9 subject to Clause 1.6 (Third Party Rights) and the provisions of the Third Parties Act.

1.10

Non-wholly owned Subsidiaries

Where any person (the “first person”) is required under this Agreement or any other Finance Document to ensure or procure certain acts, events or circumstances in relation to any other person (the “second person”) and the first person (together with its Affiliates) owns less than 80% in aggregate of the issued voting share capital (or instruments providing equivalent control) in the second person the first person shall only be obliged to use its reasonable efforts, subject to all limitations and restrictions on the influence it may exercise as a shareholder over the second person, pursuant to any agreement with the other shareholders or pursuant to any applicable law which requires the consent of the other shareholders, and its obligation to ensure or procure shall not be construed as a guarantee for such acts, events or circumstances.

1.11.

Cashless rolls

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, to the extent that any Lender extends the maturity date of, or replaces, renews, exchanges for or refinances, any of its then-existing Loans with Additional Facility Loans, Refinancing Indebtedness or other Permitted Indebtedness or other debt or equity instrument, in each case, that are effected by means of a “cashless roll” or “cashless exchange” by such Lender, such extension, replacement, renewal, exchange or refinancing shall be deemed to comply with any requirement hereunder or any other Finance Document that such payment be made in “euro”, in “USD” or any other Optional Currency, “in immediately available funds”, “in cash” or any other similar requirement and shall be permitted for all purposes of the Finance Documents.

1.12.

Austrian terms

In this Agreement, where it relates to an asset or right that is located in Austria or an Obligor that is incorporated, or has its Centre of Main Interest in the Republic of Austria, a reference to:

(a)

“insolvency” includes any situation where that Obligor is illiquid (zahlungsunfähig) within the meaning of section 66 of the Austrian Insolvency Code (Insolvenzordnung) or over-indebted (überschuldet) within the meaning of section 67 of the Austrian Insolvency Code (Insolvenzordnung);

(b)

“insolvency proceedings” in respect of that Obligor includes the opening of insolvency proceedings (Insolvenzverfahren) including restructuring proceedings with or without self-administration (Sanierungsverfahren mit oder ohne Eigenverwaltung) and bankruptcy proceedings (Konkursverfahren) and the denial of the opening of insolvency proceedings due to lack of assets (Abweisung mangels kostendeckendes Vermögen);

(c)

a “receiver”, “administrator”, “administrative receiver” or “compulsory manager” includes any Insolvenzverwalter within the meaning of the Austrian Insolvency Code (Insolvenzordnung);

(d)

a “liquidator” includes a Liquidator within the meaning of the Austrian Act on Limited Liability Companies (GmbH-Gesetz, GmbHG) or the Austrian Act on Joint Stock Companies (Aktiengesetz - AktG);

(e)

a “winding-up”, “dissolution” or the like includes, without limitation, a Liquidation within the meaning of the GmbHG;

(f)

“gross negligence” means grobe Fahrlässigkeit;

(g)

any “guarantee” or “indemnity” shall be an “abstract guarantee” (abstrakter Garantievertrag) pursuant to § 880a second case of the Austrian Civil Code (ABGB); and

(h)

a “lien”, “security” or “security interest” includes any Hypothek, Pfandrecht, Sicherungszession, Sicherungsübereignung, Eigentumsvorbehalt, Finanzsicherheit or any other in rem right (sonstiges dingliches oder quasi-dingliches Recht);

This Agreement is made in the English language. However, where a German translation of a word or phrase appears in the text of this Agreement, the relevant translation of such word or phrase shall prevail.

1.13.

Dutch Terms

In this Agreement, a reference to:

(a)

an “administrator” includes a bewindvoerder or a beoogd bewindvoerder;

(b)

an “assignment” includes a cessie;

(c)

an “attachment” includes a beslag;

(d)

“financial assistance” means any act contemplated by Section 2:98c of the Dutch Civil Code;

(e)

a “liquidator” includes a curator or a beoogd curator;

(f)

a “merger” includes any juridische fusie within the meaning of section 2:309 et. seq. of the Dutch Civil Code, aandelenfusie, bedrijfsfusie, or a combination thereof;

(g)

a “necessary action to authorise” where applicable, includes without limitation:

(i)

any action required to comply with the Works Councils Act (Wet op de ondernemingsraden) of the Netherlands; and

(ii)

obtaining an unconditional positive advice (advies) from the competent works council(s);

(h)

a “receiver” includes a curator;

(i)

“the Netherlands” means the European part of the Kingdom of the Netherlands and “Dutch” means in or of the Netherlands;

(j)

a “winding up”, “administration” or “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

1.14.

Luxembourg terms

(a)

a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally;

(b)

a receiver, administrative receiver, administrator, trustee, custodian, sequestrator, conservator or similar officer includes, without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur;

(c)

a lien or security interest includes any hypothèque, nantissement, gage, privilege, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

(d)

a person being unable to pay its debts includes that person being a state of cessation de paiements;

(e)

a person being solvent means that it is not in a state of cessation of payments (cessation des paiements) and has not lost its creditworthiness (ébranlement de crédit);

(f)

creditors’ process means a fraudulent conveyance action (action paulienne), an executory attachment (saisie exécutoire) or conservatory attachment (saisie conservatoire);

(g)

a guarantee includes any garantie which is independent from the debt to which it relates and excludes any suretyship (cautionnement) within the meaning of Articles 2011 and seq. of the Luxembourg Civil Code;

(h)

by-laws or constitutional documents includes its up-to-date (restated) articles of association (statuts coordonnés), if available and any shareholders’ agreement if any;

(i)

an agent includes, without limitation, a “mandataire”; and

(j)

a “director” or a “manager” means a “gérant” or an “administrateur”.

1.15.

Acknowledgement regarding any supported QFCs

To the extent that the Finance Documents provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “US Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support:

(a)

in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a US Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the US Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a US Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the US Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the Parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support; and

(b)

in this Clause 1.15, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 382.2(b);

“Default Right” has the meaning given to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“QFC” has the meaning given to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

THE FACILITIES

2.1.

The Facilities

(a)

Subject to the terms of this Agreement (and, in the case of paragraph (iii) below, subject to any Supplemental Guarantee Facility Document):

(i)

the Facility B (EUR) Lenders make available to the Facility B Borrowers a term loan facility in euro, in an aggregate amount equal to the Total Facility B (EUR) Commitments (“Facility B (EUR)”);

(ii)

the Facility B (USD) Lenders make available to the Facility B Borrowers a term loan facility in USD, in an aggregate amount equal to the Total Facility B (USD) Commitments (“Facility B (USD)”);

(iii)

the Original Guarantee Facility Lenders make available to the Original Guarantee Facility Borrowers a multicurrency guarantee facility, in an aggregate amount the Base Currency Amount of which is equal to the Total Original Guarantee Facility Commitments (the “Original Guarantee Facility”); and

(iv)

the Original Revolving Facility Lenders make available to the Original Revolving Facility Borrowers a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Original Revolving Facility Commitments (the “Original Revolving Facility”).

(b)

Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender or Fronted Ancillary Lender and Fronting Ancillary Lender may make available an

Ancillary Facility or a Fronted Ancillary Facility to any of the Revolving Facility Borrowers in place of all or part of its Commitment under a Revolving Facility.

2.2.

Additional Facilities

(a)

Subject to this Clause 2.2, the Obligors’ Agent may, at any time and from time to time following the date of this Agreement by delivering to the Agent a duly completed Additional Facility Notice complying with paragraphs (b) and (c) below, establish an Additional Facility under this Agreement.

(b)

No consent of any Finance Party is required to establish an Additional Facility at any time (other than the Additional Facility Lenders making available the

applicable Additional Facility), provided that (unless otherwise agreed by the Majority Lenders) each of the following applicable conditions is met:

(i)

Margin MFN (EUR): in relation to any Additional Facility which is an MFN (EUR) Facility, either:

(A)

the Margin applicable to such MFN (EUR) Facility would not exceed the MFN Margin Cap (EUR);

(B)

the Margin in respect of Facility B (EUR) is increased by the amount by which the Margin applicable to the relevant MFN (EUR) Facility would exceed the MFN Margin Cap (EUR); or

(C)

the Total Facility B (EUR) Commitments are or have been repaid or prepaid in full on or prior to the date falling five (5) Business Days after the incurrence of such MFN (EUR) Facility;

(ii)

Margin MFN (USD): in relation to any Additional Facility which is an MFN (USD) Facility, either:

(A)

the Margin applicable to such MFN (USD) Facility would not exceed the MFN Margin Cap (USD);

(B)

the Margin in respect of Facility B (USD) is increased by the amount by which the Margin applicable to the relevant MFN (USD) Facility would exceed the MFN Margin Cap (USD); or

(C)

the Total Facility B (USD) Commitments are or have been repaid or prepaid in full on or prior to the date falling five (5) Business Days after the incurrence of such MFN (USD) Facility;

(iii)

Additional Term Facility Termination Date: in relation to an Additional Term Facility, either:

(A)

the Termination Date in respect of such Additional Term Facility (as at its Additional Facility Commencement Date or Applicable Test Date (as applicable)) is not earlier than the Termination Date in respect of Facility B (as at the Extension Effective Date);

(B)

such Additional Term Facility (or part thereof) is designated by the Obligors’ Agent as Inside Maturity Additional Facility Indebtedness;

(C)

such Additional Term Facility is Bridging Debt;

(D)

the Facility B Lenders are offered the opportunity by the Obligors’ Agent to amend the Termination Date in respect of Facility B to fall on or prior to the Termination Date in respect of such Additional Term Facility (as at its Additional Facility Commencement Date or Applicable Test Date (as applicable)); or

(E)

the Total Facility B Commitments are or have been repaid or prepaid in full on or prior to the date falling five (5) Business Days after the incurrence of such Additional Term Facility;

(iv)

Additional Term Facility Amortisation: in relation to an Additional Term Facility which is an Amortising Facility, either:

(A)

such Additional Term Facility does not amortise prior to the Termination Date for Facility B (as at the Extension Effective Date) at a rate of greater than 5% per annum of the higher of (x) the original principal amount of such Additional Term Facility and (y) the principal amount of such Additional Term Facility from time to time;

(B)

the Facility B Lenders are offered a percentage amortisation per annum of not less than the percentage per annum by which the rate of amortisation applicable to such Additional Term Facility exceeds 5% per annum;

(C)

such Additional Term Facility (or part thereof) is designated by the Obligors’ Agent as Inside Maturity Additional Facility Indebtedness; or

(D)

the Total Facility B Commitments are or have been repaid or prepaid in full on or prior to the date falling five (5) Business Days after the incurrence of such Additional Term Facility;

(v)

Permitted Indebtedness: in respect of an Additional Facility, any Indebtedness thereunder shall constitute Permitted Indebtedness on the Applicable Test Date;

(vi)

Ranking: each Additional Facility that is secured on the Transaction Security and subject to the Intercreditor Agreement shall rank pari passu with or junior to Facility B, the Original Revolving Facility, the Original Guarantee Facility and any other Additional Facility ranking pari passu with Facility B, the Original Guarantee Facility and the Original Revolving Facility; and

(vii)

Borrower: the Additional Facility Borrower in respect of any Additional Facility that ranks junior to Facility B shall be the Company or any Holding Company of the Company,

and in each case provided that:

(1)

each individual Facility B Lender will be deemed to have rejected any offer under paragraphs (iii)(D) or (iv)(B) above unless such Facility B Lender notifies the Agent that it has accepted such offer by 11.00 a.m. five (5) Business Days (or such longer period which the Obligors’ Agent agrees) after the date of such offer; and

(2)

any Structural Adjustment to implement the acceptance of any offer under paragraphs (iii)(D) or (iv)(B) above by any Facility B Lender shall not require the consent of the Majority Lenders.

(c)

The Additional Facility Notice shall not be regarded as having been duly completed unless it is signed by each party thereto and specifies the following matters in respect of such Additional Facility:

(i)

the proposed borrower(s) and guarantor(s) in respect of the Additional Facility;

(ii)

the person(s) to become Additional Facility Lenders in respect of the Additional Facility and the amount of the commitments of such Additional Facility allocated to each Additional Facility Lender;

(iii)

the aggregate amount of the commitments of the Additional Facility and the currency being made available and any other or optional currency or currencies which are available for utilisation under such Additional Facility;

(iv)

the rate of interest applicable to the Additional Facility (including any applicable margin, interest basis and/or margin ratchet);

(v)

the Additional Facility Commencement Date and Availability Period for the Additional Facility; and

(vi)

the Termination Date, ranking and related provisions, repayment profile, amortisation schedule and any mandatory prepayment provisions (including whether the Additional Facility will share rateably or less than rateably in mandatory prepayments); and

such Additional Facility Notice shall be deemed to have been duly completed if it is signed by the Obligors’ Agent and specifies the matters in paragraphs (i) to (vi) above in respect of such Additional Facility, and prior to the applicable Additional Facility Commencement Date, without prejudice to the rights of the Agent to request any other information which the Agent or Security Agent may reasonably require in relation to such Additional Facility.

(d)

Subject to the conditions set out in paragraph (b) above being satisfied, following receipt by the Agent of a duly completed Additional Facility Notice and with effect from the relevant Additional Facility Commencement Date (or any later date on which the conditions set out in paragraph (e) below are satisfied) the relevant Additional Facility shall come into effect and be established in accordance with its terms and:

(i)

the Additional Facility Lenders participating in the relevant Additional Facility shall make available that Additional Facility in the aggregate amount set out in the Additional Facility Notice;

(ii)

each of the Obligors and each Additional Facility Lender under the relevant Additional Facility shall assume such obligations towards one another and/or acquire such rights against one another as the Obligors and such Additional Facility Lenders would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders in respect of the relevant Additional Facility;

(iii)

in relation to an Additional Facility Lender which is not already a Lender, each Additional Facility Lender under the relevant Additional Facility shall become a Party to this Agreement as a Lender;

(iv)

each Additional Facility Lender under the relevant Additional Facility shall become a Party as a “Lender” and each Additional Facility Lender under the relevant Additional Facility and each of the other Finance Parties shall assume such obligations towards one another and acquire such rights against one another as those Additional Facility Lenders and those Finance Parties would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders in respect of the relevant Additional Facility;

(v)

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

(vi)

the Agent and the Security Agent shall (at the request of the Obligors’ Agent but without such amendments being a condition to the establishment of any Additional Facility) agree to any amendments to any Finance Document as the Company, acting reasonably, considers necessary to reflect the establishment and introduction of the relevant Additional Facility.

(e)

The establishment of an Additional Facility will only be effective on:

(i)

the execution of the Additional Facility Notice relating to such Additional Facility by the Obligors’ Agent, the relevant Borrower(s) and the relevant Additional Facility Lender(s) and delivery of such executed notice to the Agent and, in respect of an Additional Guarantee Facility, the Guarantee Facility Issuing Bank under such Facility;

(ii)

in relation to an Additional Facility Lender which is not already a Lender, receipt by the Agent of an Additional Facility Lender Accession Notice from each person referred to in the relevant Additional Facility Notice as an Additional Facility Lender and the accession of each Additional Facility Lender to the Intercreditor Agreement in the capacity of a “Senior Lender”, a “Second Lien Lender”, a “Topco Lender” or (following the Designation Date) a “Super Senior Lender” (each as defined in the Intercreditor Agreement); and

(iii)

in relation to an Additional Facility Lender which is not already a Lender, the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that Additional Facility Lender making available an Additional Facility, the completion of which the Agent shall promptly notify to the Obligors’ Agent,

and (unless agreed otherwise with the applicable Additional Facility Lender) no Utilisation Request in relation to an Additional Facility shall be valid unless prior to (or simultaneously with) the delivery of the relevant Utilisation Request in relation to such Additional Facility, the requirements of this Clause 2.2 have been satisfied.

(f)

Each Obligor irrevocably authorises, empowers and instructs the Obligors’ Agent to sign each Additional Facility Notice on its behalf.

(g)

Each Finance Party irrevocably authorises, empowers and instructs:

(i)

the Agent promptly (upon request of (and as reasonably requested by) the Obligors’ Agent) to acknowledge, execute and confirm acceptance of each Additional Facility Notice; and

(ii)

the Agent and the Security Agent (promptly upon request of (and as reasonably requested by) the Obligors’ Agent) to acknowledge, execute and confirm acceptance of each Additional Facility Lender Accession Notice and if applicable, the documentation required for the Additional Facility Lender to accede to the Intercreditor Agreement and to execute any necessary amendments, confirmations, supplements or revisions to any Finance Document as may be required pursuant to paragraph (d)(vi) above or otherwise to ensure the Additional Facility ranks in accordance with the provisions set out in the Additional Facility Notice.

(h)

The Agent and the Security Agent shall as soon as reasonably practicable send to the Obligors’ Agent a copy of each executed Additional Facility Notice and, if applicable, Additional Facility Lender Accession Notice and if applicable, the documentation required for the Additional Facility Lender to accede to the Intercreditor Agreement.

(i)

Except to the extent provided in paragraph (b) above, the terms applicable to any Additional Facility (including ranking, security and intercreditor rights) will be those agreed by the Additional Facility Lenders in respect of that Additional Facility and the Obligors’ Agent and, in respect of an Additional Guarantee Facility, the Guarantee Facility Issuing Bank under such Facility. If there is any inconsistency between any such term agreed in respect of an Additional Facility and any other term of a Finance Document, the term agreed in respect of the Additional Facility shall prevail with respect to such Additional Facility (subject to the conditions in paragraph (b) above). Notwithstanding any provision of a Finance Document to the contrary, there shall be no obligation or requirement to enter into any hedging arrangement or other derivative transaction in relation to any Additional Facility and the maximum amount of Indebtedness permitted to be Incurred as an Additional Facility shall be increased by the aggregate amount of any Facility or other Permitted Indebtedness which has been permanently repaid, prepaid, redeemed, defeased, repurchased, cancelled or otherwise discharged on or prior to the date of the first utilisation of the applicable Additional Facility (provided that such Facility or other Permitted Indebtedness ranks pari passu with or senior to the Additional Facility being Incurred).

(j)

Each Additional Facility Lender, by executing the relevant Additional Facility Notice confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any consent, release, waiver or amendment 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 relevant Additional Facility becomes effective and that it is bound by that decision and by the operations of any other provisions of this Agreement in relation to such consent, release, waiver or amendment.

(k)

No Lender will have any obligation to participate in an Additional Facility (unless it has executed and delivered an Additional Facility Lender Accession Notice or otherwise become an Additional Facility Lender in respect of that Additional Facility). By signing an Additional Facility Notice as an Additional Facility Lender, each such entity agrees to commit the Additional Facility Commitments set out against its name in that Additional Facility Notice.

(l)

The Agent may (after consultation with the Obligors’ Agent) disclose the terms of any Additional Facility Notice to any of the other Finance Parties.

(m)

Clause 31.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Additional Facility Lender as if references in that Clause to:

(i)

an Existing Lender were references to all the Lenders immediately prior to the establishment of the relevant Additional Facility;

(ii)

the New Lender were references to that Additional Facility Lender; and

(iii)

a re-transfer and re-assignment were references to respectively a transfer and assignment.

(n)

Any member of the Group may pay to an Additional Facility Lender a fee in the amount and at the times agreed between any member of the Group and the Additional Facility Lender in a Fee Letter.

(o)

Each Obligor confirms that its guarantee and indemnity recorded in Clause 25 (Guarantees and Indemnity) (or any applicable Accession Deed or other Finance Document) and all Transaction Security granted by it will, subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 25 (Guarantees and Indemnity) and any Accession Deed pursuant to which it became an Obligor or the terms of the Transaction Security Documents, extend to include the Additional Facility Loans and any other obligations arising under or in respect of the Additional Facility Commitments.

(p)

The establishment, terms or conditions or use of proceeds of any Additional Facility shall be governed by this Clause 2.2 which shall apply irrespective and notwithstanding any other provision of this Agreement (including Clause 13 (Illegality, Voluntary Prepayment and Cancellation), Clause 37.6 (Partial payments), Clause 43 (Amendments and Waivers) and Schedule 11 (Agreed Security Principles)) and whether such Additional Facility is in place prior to the Additional Facility Commencement Date for the purposes of this Agreement.

(q)

If an Additional Facility is established in order to increase the Commitments under an existing Revolving Facility in accordance with this Clause 2.2, immediately upon such Additional Facility becoming available for Utilisation (but prior to the relevant Additional Facility Lender(s) participating in any Utilisation), the Agent shall recalculate each Lender’s (including the Additional Facility Lender’s) participation in each outstanding Letter of Credit under such existing Revolving Facility (as increased by such Additional Facility) and shall notify the applicable Issuing Bank, the Obligors’ Agent and each Lender under that Revolving Facility of its revised participation in each such Letter of Credit as soon as reasonably practicable thereafter.

(r)

If an Additional Facility is established in order to increase the Commitments under an existing Guarantee Facility in accordance with this Clause 2.2, immediately upon such Additional Facility becoming available for Utilisation (but prior to the relevant Additional Facility Lender(s) participating in any Utilisation), the Agent shall recalculate each Lender’s (including the Additional Facility Lender’s) participation in each outstanding Bank Guarantee under such existing Guarantee Facility (as increased by such Additional Facility) and shall notify the applicable Guarantee Facility Issuing Bank, the Obligors’ Agent and each Lender under that Guarantee Facility of its revised participation in each such Bank Guarantee as soon as reasonably practicable thereafter.

2.3.

Increase

(a)

The Obligors’ Agent may by giving prior notice to the Agent by no later than the date falling 30 Business Days’ after the effective date of a cancellation of:

(i)

the Available Commitments of a Defaulting Lender or a Sanctioned Lender in accordance with Clause 13.8 (Right of cancellation in relation to a Defaulting Lender, Sanctioned Lender, Non Consenting Lender, Non-Acceptable L/C Lender or Non-Acceptable Guarantee Lender); or

(ii)

the Commitments of a Lender in accordance with Clause 13.7 (Right of cancellation and repayment in relation to a single Lender, Issuing Bank or Guarantee Facility Issuing Bank);

(iii)

the Commitments of a Lender in accordance with Clause 13.1 (Illegality); or

(iv)

the Commitments of a Lender in accordance with Clause 43.5 (Replacement of Lender),

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

(A)

the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Obligors’ Agent (each of which shall not be a member of the Group, and which satisfies all the Agent’s ‘know your customer’ or similar checks referred to in paragraph (b)(ii)(B) below, and each of which confirms 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 (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this paragraph (A) without the prior consent of that Party));

(B)

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;

(C)

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 Lender been an Original Lender;

(D)

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

(E)

any increase in the Total Commitments shall take effect on the date specified by the Obligors’ Agent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)

An increase in the Total Commitments will only be effective on:

(i)

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

(ii)

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)

the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement in the applicable capacity; and

(B)

the performance by the Agent of 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, the completion of which the Agent shall promptly notify to the Obligors’ Agent, the Increase Lender, the Issuing Bank and the Guarantee Facility Issuing Bank;

(iii)

in the case of an increase in the Total Revolving Facility Commitments, the Issuing Bank consenting to that increase; and

(iv)

in the case of an increase in the Total Guarantee Facility Commitments, the Guarantee Facility Issuing Bank consenting to that increase.

(c)

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.

(d)

Unless the Agent otherwise agrees or the increased Commitments are assumed by an Existing Lender, the Obligors’ Agent shall, on the date upon which the increase takes effect, pay (or procure there is paid) to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 31.5 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 31.7 (Procedure for transfers) and if the Increase Lender was a New Lender.

(e)

The Obligors’ Agent may pay to the Increase Lender a fee in the amount and at the times agreed between any member of the Group and the Increase Lender in a Fee Letter.

(f)

Clause 31.6 (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

(iii)

a re-transfer and re-assignment were references to respectively a transfer and assignment.

(g)

The Finance Parties shall be required to enter into any amendment to the Finance Documents (including in relation to any changes to, the taking of, or the release coupled with the retaking of, Transaction Security in accordance with the Intercreditor Agreement) required by a Borrower in order to facilitate or reflect any of the matters contemplated by this Clause 2.3. The Agent and the Security Agent are each authorised and instructed by each Finance Party (without any consent, sanction, authority or further confirmation from them) to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of that Borrower).

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 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.

Lender Affiliates

(a)

Bank of America Merrill Lynch International Limited (“BAMLI”) as Original Lender may nominate (by written notice to the Agent and the Obligors’ Agent) Bank of America,N.A. (the “Designated Affiliate”) to discharge its obligations to participate in one or more Loans made to a Borrower which is incorporated under the laws of and/or located in a state of the United States of America (a “Designated Loan”) as set out in paragraph (c) below.

(b)

The Designated Affiliate shall:

(i)

participate therein in compliance with the terms of this Agreement;

(ii)

be entitled, to the extent of its participation, to all the rights and benefits of a Lender under the Finance Documents, provided that such rights and benefits shall be exercised on its behalf by BAMLI save where law or regulation requires the Designated Affiliate to do so; and

(iii)

in the case of an Affiliate, become party to the Intercreditor Agreement as a “Senior Lender” by delivery of a duly completed “Creditor/Agent Accession Undertaking” (as defined in the Intercreditor Agreement).

(c)

BAMLI shall remain liable and responsible for the performance of all obligations assumed by the Designated Affiliate on its behalf under this Clause 2.5 and non-performance of a Lender’s obligations by the Designated Affiliate following a nomination under this Clause 2.5 shall not relieve BAMLI from its obligations under this Agreement (but without prejudice to a Lender’s rights under Clause 31 (Changes to the Lenders)).

(d)

No Obligor shall be liable to pay (i) any amount otherwise required to be paid by an Obligor under Clause 20 (Taxes) or Clause 21.1 (Increased costs) (arising as a result of laws or regulations in force or known to be coming into force on the date the Designated Affiliate was nominated) or (ii) any cash repayment of a Loan to the extent that paragraph (b) of Clause 12.3 (Repayment of Revolving Facility Loans) would otherwise apply to such Loan, in each case in excess of the amount it would have been obliged to pay if BAMLI had not nominated the Designated Affiliate to participate in the Facility. BAMLI shall promptly notify the Agent and the Obligors’ Agent of the Tax jurisdiction from which the Designated Affiliate will participate in the relevant Loans and such other information regarding the Designated Affiliate as the Obligors’ Agent may reasonably request.

(e)

Any notice or communication to be made to a branch or an Affiliate of a Lender pursuant to Clause 39 (Notices):

(i)

may be served directly upon the Designated Affiliate, at the address supplied to the Agent by BAMLI pursuant to its nomination of the Designated Affiliate, where the Designated Affiliate requests this in order to mitigate any legal obligation to deduct Tax from any payment to the Designated Affiliate or any payment obligation which might otherwise arise pursuant to Clause 20 (Taxes) or Clause 21 (Increased Costs); or

(ii)

in any other circumstance, may be delivered to the Facility Office of the Lender, who will act as the representative of any Affiliate it nominates for all administrative purposes under this Agreement.

(f)

If BAMLI nominates the Designated Affiliate, BAMLI and the Designated Affiliate:

(i)

will be treated as having a single Commitment (being the Commitment of BAMLI) but for all other purposes (other than those referred to in paragraphs (c) and (e)(i) above and paragraph (ii) below) will be treated as separate Lenders; and

(ii)

will be regarded as a single Lender for the purpose of:

(A)

voting in relation to any matter in connection with a Finance Document; and

(B)

compliance with Clause 31.2 (Assignments and Transfers by Lenders).

(g)

The Obligors, the Agent, the Security Agent and the other Finance Parties will be entitled to deal only with BAMLI, except all payments of principal, interest, fees, costs, taxes and commissions in connection with a Designated Loan shall be for the account of the Designated Affiliate. For the avoidance of doubt, this shall not apply to any commitment fee which shall be for the account of BAMLI.

(h)

BAMLI may revoke a nomination made in accordance with paragraphs (a) to (g) above in relation to any future Loans by giving the Agent at least five (5) Business Days' written notice.

(i)

Upon the Designated Affiliate ceasing to be the Designated Affiliate, BAMLI will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Designated Affiliate.

(j)

This Clause 2.5 is without prejudice to a Lender’s right to transfer its Commitments to an Affiliate under Clause 31 (Changes to the Lenders).

2.6.

Obligors’ Agent

(a)

To the extent permitted under any applicable law, each Obligor (other than the Obligors’ Agent), by its execution of this Agreement or an Accession Deed, irrevocably (to the extent permitted by law) appoints the Obligors’ Agent to act severally on its behalf as its agent in relation to the Finance Documents and irrevocably (to the extent permitted by law) authorises:

(i)

the Obligors’ Agent 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 and/or Selection Notices), to execute on its behalf any Accession Deed, to agree to any Additional Facility terms, to deliver Additional Facility Notices, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor (including the making of guarantee and security confirmations), 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 Obligors’ Agent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation Requests and/or Selection Notices) or executed or made the agreements or effected the amendments, supplements, confirmations or variations, or received the relevant notice, demand or other communication and each Finance Party may rely on any action taken by the Obligors’ Agent on behalf of that Obligor.

(b)

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 (to the extent permitted by law)). 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.

(c)

For the purpose of this Clause 2.6 each Obligor (to the extent necessary under applicable law) shall grant a specific power of attorney (notarised and apostilled) to the Obligors’ Agent and comply with any necessary formalities in connection therewith.

PURPOSE

3.1.

Purpose

(a)

Each Facility B Borrower shall apply all amounts borrowed by it under Facility B in or towards (directly or indirectly):

(i)

the Refinancing;

(ii)

financing or refinancing the payment of all other fees, costs, expenses and other amounts incurred in connection with the Refinancing and the A&E Dividend; and/or

(iii)

to the extent not applied for a purpose set out in paragraphs (i) to (ii) above, financing or refinancing the general corporate purposes and/or working capital requirements of the Group.

(b)

The Original Guarantee Facility shall be available for the issuance of Bank Guarantees in connection with the general corporate purposes of the Group.

(c)

Each Original Revolving Facility Borrower shall apply all amounts drawn by it under the Original Revolving Facility in or towards (directly or indirectly):

(i)

refinancing or otherwise discharging the Original Revolving Facility as in effect immediately prior to the Extension Effective Date and, in each case, paying any related breakage costs, redemption premium, make-whole costs and other fees, costs and expenses payable in connection with such refinancing or discharge;

(ii)

to the extent not applied for the purpose set out in paragraph (i) above, financing or refinancing the general corporate purposes and/or working capital requirements of the Group; and/or

(iii)

to the extent not applied for the purpose set out in paragraph (i) above, financing or refinancing the payment of refinancing costs and all other fees, costs, expenses and other amounts incurred in connection with the Refinancing.

(d)

Each Additional Facility Borrower shall apply all amounts borrowed by it under an Additional Facility towards the purposes specified in the Additional Facility Notice relating to the relevant Additional Facility Commitments.

3.2.

Monitoring

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

CONDITIONS OF UTILISATION

4.1.

Initial conditions precedent

(a)

In relation to any Utilisation on the Closing Date, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any such Utilisation if on or before the Utilisation Date for that Utilisation the Agent has received all of the documents and other evidence listed in Part I (Conditions Precedent to the Closing Date) of Schedule 2 (Conditions Precedent) and (unless specified therein to be in another form or substance) such documents or other evidence are in form and substance satisfactory to the Agent (acting reasonably and acting on the instructions of the Majority Lenders each also acting reasonably) or receipt of such documents and evidence has been waived by the Agent (acting reasonably and acting on the instructions of the Majority Lenders each also acting reasonably). The Agent shall notify the Obligors’ Agent 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.

4.2.

Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Utilisation other than one to which Clause 4.5 (Utilisations during the Certain Funds Period) or Clause 4.6 (Utilisations during an Agreed Certain Funds Period) applies, if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

in the case of a Rollover Loan, no notice of a Declared Default has been given; and

(b)

in the case of any other Utilisation:

(i)

no Default is continuing or would directly result from the proposed Utilisation; and

(ii)

in relation to such a Utilisation on the Closing Date, all the representations and warranties in Clause 26 (Representations and Warranties) which are made or deemed to be made or repeated on such date are true in all material respects (or, to the extent a materiality test applies, all respects), and in relation to any other Utilisation, the Repeating Representations are true in all material respects (or, to the extent a materiality test applies, all respects) and will remain true in all material respects (or, to the extent a materiality test applies, all respects) immediately after such Utilisation,

provided that, the Agent (acting on the instructions of the relevant Majority Lenders) may waive the requirements set out in paragraphs (a) and (b) above.

4.3.

Conditions relating to Optional Currencies

(a)

A currency will constitute an Optional Currency if it is:

(i)

in the case of the Original Guarantee Facility, EUR or GBP;

(ii)

in the case of the Original Revolving Facility, EUR or GBP;

(iii)

in the case of an Additional Facility, any currencies specified in the Additional Facility Notice relating to those Additional Facility Commitments; or

(iv)

with the consent of all of the Lenders participating in the relevant Utilisation under the Facility concerned (each acting reasonably), any other currency readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Utilisation.

(b)

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

(i)

whether or not the Lenders under the relevant Facility have granted their approval; and

(ii)

if approval has been granted, the minimum amount for any subsequent Utilisation in that currency (which the Agent shall determine acting reasonably and in consultation with the Company).

4.4.

Maximum number of Utilisations

(a)

A Borrower (or the Obligors’ Agent) may not deliver a Utilisation Request in respect of Facility B if, as a result of the proposed Utilisation, more than two (2) Facility B Loans would be outstanding.

(b)

A Borrower (or the Obligors’ Agent) may not deliver a Utilisation Request in respect of an Original Revolving Facility Loan if as a result of the proposed Utilisation more than 30 Original Revolving Facility Loans (or such higher number as may be agreed by the Obligors’ Agent and the Agent (acting reasonably)) would be outstanding.

(c)

A Borrower (or the Obligors’ Agent) may not deliver a Utilisation Request in respect of an Additional Facility if as a result of the proposed Utilisation more than the maximum number of Utilisations of that Additional Facility (if any limitation is agreed between the Obligors’ Agent and the Agent) would be outstanding.

(d)

Any Loan made by a single Lender under Clause 10.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

(e)

Any Separate Loan shall not be taken into account in this Clause 4.4.

4.5.

Utilizations during the Certain Funds Period

(a)

Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, a Lender will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation if on the proposed Utilisation Date:

(i)

the Agent has made the notification contemplated by Clause 4.1 (Initial conditions precedent);

(ii)

no Change of Control has occurred;

(iii)

it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations to lend or participate, or to maintain its Commitment or participation in any Utilisation; and

(iv)

no Major Default is continuing.

(b)

During the Certain Funds Period (save in respect of a Lender in circumstances where, pursuant to paragraph (a) above, that Lender is not obliged to comply with Clause 5.4 (Lenders’ participation)), none of the Finance Parties shall be entitled to:

(i)

cancel any of its Commitments;

(ii)

rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would directly or indirectly prevent or limit the making of a Certain Funds Utilisation;

(iii)

refuse to participate in the making of a Certain Funds Utilisation;

(iv)

exercise any right of set-off or counterclaim or similar right or remedy in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(v)

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document (including declaring that cash cover in respect of any outstanding Letter or Credit is payable on demand) or exercise any enforcement rights under any Transaction Security Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(vi)

take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Utilisation; or

(vii)

declare that cash cover in relation to a Letter of Credit, Bank Guarantee or an Ancillary Facility is immediately due and payable on demand,

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

4.6.

Utilisations during an Agreed Certain Funds Period

(a)

Subject to Clause 4.1 (Initial conditions precedent), during the relevant Agreed Certain Funds Period, a Revolving Facility Lender, Guarantee Facility Lender, Guarantee Facility Issuing Bank or Additional Facility Lender (as the case may be) will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to the relevant Agreed Certain Funds Utilisation if:

(i)

the Obligors’ Agent and each of the Revolving Facility Lenders, Guarantee Facility Lenders, Guarantee Facility Issuing Bank or relevant Additional Facility Lenders (as the case may be) have agreed that the Guarantee Facility, Revolving Facility or relevant Additional Facility shall be made available on a “certain funds basis” for a specified purpose

in connection with a permitted acquisition or such other agreed purpose, for such period and on such terms or conditions (if any) as the Obligors’ Agent and those Guarantee Facility Lenders, Guarantee Facility Issuing Bank, Revolving Facility Lenders or relevant Additional Facility Lenders (as the case may be) shall agree and notify in writing to the Agent at least three (3) Business Days (or such shorter period agreed with the Agent) prior to the date of the Utilisation Request; and

(ii)

on the proposed Utilisation Date:

(A)

no Change of Control has occurred;

(B)

it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations, to lend or participate, or to maintain its Commitment or participation in any Utilisation;

(C)

no Major Default is continuing; and

(D)

solely in relation to the Agreed Certain Funds Utilisation under an Additional Facility, Guarantee Facility or Revolving Facility, the additional conditions or events (if any) specified in the relevant Additional Facility Notice or other notice in relation to that Agreed Certain Funds Period and Agreed Certain Funds Utilisation are complied with or satisfied.

(b)

During the Agreed Certain Funds Period (save in respect of a Revolving Facility Lender, Guarantee Facility Lender, Guarantee Facility Issuing Bank or relevant Additional Facility Lender (as the case may be) in circumstances where, pursuant to paragraph (a) above, that Revolving Facility Lender, Guarantee Facility Lender, Guarantee Facility Issuing Bank or Additional Facility Lender (as the case may be) is not obliged to comply with Clause 5.4 (Lenders’ participation)), none of the Guarantee Facility Lenders, Revolving Facility Lenders or relevant Additional Facility Lenders (as the case may be) shall be entitled in respect of an Agreed Certain Funds Utilisation (and the corresponding Commitments to which it relates) to:

(i)

cancel any of its Guarantee Facility Commitments, Revolving Facility Commitments or Additional Facility Commitments;

(ii)

rescind, terminate or cancel the applicable Revolving Facility, Guarantee Facility or Additional Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have in respect of a Facility to which the provisions of this Clause apply to the extent to do so would directly or indirectly prevent or limit the making of an Agreed Certain Funds Utilisation;

(iii)

refuse to participate in the making of an Agreed Certain Funds Utilisation;

(iv)

exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of an Agreed Certain Funds Utilisation to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(v)

enforcement rights under any Transaction Security Document in respect of a Facility to which the provisions of this Clause 4.6 apply to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(vi)

(vii)

declare that cash cover in relation to a Bank Guarantee, Letter of Credit or an Ancillary Facility is immediately due and payable on demand,

provided that:

(A)

immediately upon the expiry of the relevant Agreed Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the applicable Agreed Certain Funds Period; and

(B)

this Clause 4.6 shall be without prejudice to, and shall not prevent or limit the exercise of, any rights of any of the Finance Parties in respect of any other Facility, Loan, Utilisation or Commitment.

UTILISATION – LOANS

5.1.

Delivery of a Utilisation Request

A Borrower (or the Obligors’ Agent on its behalf) may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time as the Agent may agree).

5.2.

Completion of a Utilisation Request for Loans

(a)

Each Utilisation Request for a Loan shall be revocable and will not be regarded as having been duly completed unless:

(i)

it identifies the Facility to be utilised;

(ii)

it identifies the relevant Borrower;

(iii)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iv)

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

(v)

the proposed Interest Period complies with Clause 17 (Interest Periods).

(b)

Each Utilisation Request for a Loan may be revoked up to one (1) Business Day (by no later than 11.00 a.m. on that day) prior to the proposed Utilisation Date.

(c)

Multiple Utilisations may be requested in a Utilisation Request.

5.3.

Currency and amount

(a)

The currency specified in a Utilisation Request must be:

(i)

in relation to the Original Revolving Facility, the Base Currency or an Optional Currency;

(ii)

in relation to the Original Guarantee Facility, the Base Currency or an Optional Currency;

(iii)

in relation to Facility B, the applicable Base Currency; and

(iv)

in relation to an Additional Facility, as agreed by the relevant Additional Facility Lenders and specified in the applicable Additional Facility Notice.

(b)

The amount of a proposed Utilisation of Facility B (EUR) must be in a minimum amount of €1,000,000 or, if less, the Available Facility and in any event such that its Base Currency Amount is less than or equal to the Available Facility.

(c)

The amount of a proposed Utilisation of Facility B (USD) must be in a minimum amount of $1,000,000 or, if less, the Available Facility and in any event such that its Base Currency Amount is less than or equal to the Available Facility.

(d)

There shall be no minimum amount for an Original Guarantee Facility Utilisation unless otherwise agreed between the relevant Guarantee Facility Issuing Bank and the Guarantee Facility Borrower (or the Obligors’ Agent on its behalf).

(e)

The amount of a proposed Original Revolving Facility Utilisation must be in a minimum amount of:

(i)

€500,000 for Original Revolving Facility Utilisations in EUR;

(ii)

$500,000 for Original Revolving Facility Utilisations in USD;

(iii)

£500,000 for Original Revolving Facility Utilisations in GBP; or

(iv)

for Original Revolving Facility Utilisations in any Optional Currency other than EUR or GBP the equivalent of $500,000) or, if less, the Available Facility.

5.4.

Lenders’ participation

(a)

If the conditions set out in this Agreement have been met, and subject to Clause 12.3 (Repayment of Revolving Facility Loans), each Lender shall make its participation in each Loan available on the Utilisation Date through its Facility Office.

(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 in each case in relation to the relevant Facility immediately prior to making the Loan.

(c)

If a Utilisation 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 Utilisations then outstanding bearing the same proportion to the aggregate

amount of the Loans then outstanding as its Commitment bears to the Total Commitments.

(d)

The Agent shall determine the Base Currency Amount (if applicable) of each Revolving Facility Loan which is to be made in an Optional Currency and 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 cash by the Specified Time.

5.5.

Limitations on Utilisations

(a)

The Original Guarantee Facility may not be utilised unless Facility B has been utilised (but, for the avoidance of doubt, the Original Guarantee Facility may be utilised contemporaneously with Facility B, including on the Closing Date).

(b)

The Original Revolving Facility may not be utilised unless Facility B has been utilised (but, for the avoidance of doubt, the Original Revolving Facility may be utilised contemporaneously with Facility B, including on the Closing Date).

(c)

An Additional Facility may not be utilised unless the Closing Date has occurred and Facility B has been utilised (but, for the avoidance of doubt, an Additional Facility may be utilised contemporaneously with Facility B).

(d)

Not more than $140,000,000 of the Original Revolving Facility shall be drawn on the Closing Date to fund a bridge to an anticipated non-recourse factoring programme (for the avoidance of doubt, there shall be no other caps or restrictions on utilisations of the Original Revolving Facility on the Closing Date).

5.6.

Cancellation of Commitment

(a)

The Facility B (EUR) Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B (EUR).

(b)

The Facility B (USD) Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B (USD).

(c)

The Original Guarantee Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Original Guarantee Facility or if the Closing Date has not occurred prior to the end of the Certain Funds Period, at the end of the Certain Funds Period.

(d)

The Original Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Original Revolving Facility or if the Closing Date has not occurred prior to the end of the Certain Funds Period, at the end of the Certain Funds Period.

(e)

The Additional Facility Commitments which are unutilised at the end of the Availability Period for those Additional Facility Commitments shall be immediately cancelled at the end of the Availability Period for those Additional Facility Commitments or, if the Closing Date has not occurred prior to the end of the Certain Funds Period, at the end of the Certain Funds Period.

UTILISATION – LETTERS OF CREDIT

6.1.

Revolving Facility

(a)

A Revolving Facility may be utilised by a Revolving Facility Borrower by way of Letters of Credit.

(b)

Other than Clauses 5.5 (Limitations on Utilisations) and 5.6 (Cancellation of Commitment), Clause 5 (Utilisation – Loans) does not apply to utilisations by way of Letters of Credit.

6.2.

Delivery of a Utilisation Request for Letters of Credit

A Revolving Facility Borrower (or the Obligors’ Agent on its behalf) may request a Letter of Credit to be issued (for its own, or another member of the Group’s obligations) by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time as the relevant Issuing Bank may agree). Notwithstanding anything to the contrary in this Agreement, an Issuing Bank and a Borrower (or the Obligors’ Agent on its behalf) may agree any alternative procedure for utilising and or renewing a Letter of Credit.

6.3.

Completion of a Utilisation Request for Letters of Credit

(a)

Each Utilisation Request for a Letter of Credit shall be revocable and will not be regarded as having been duly completed unless:

(i)

it specifies that it is for a Letter of Credit;

(ii)

it identifies the Borrower of the Letter of Credit;

(iii)

it identifies the relevant Issuing Bank which has agreed to issue the Letter of Credit;

(iv)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to the relevant Revolving Facility;

(v)

the currency and amount of the Letter of Credit comply with Clause 6.4 (Currency and amount);

(vi)

the form of Letter of Credit is attached;

(vii)

the Expiry Date of the Letter of Credit falls on or before the Termination Date in relation to the relevant Revolving Facility (unless cash cover is provided in respect of such Letter of Credit prior to the Termination Date or unless the applicable Revolving Facility Borrower agrees Clause 6.11 (Effect of Termination Date) shall apply);

(viii)

the delivery instructions for the Letter of Credit are specified; and

(ix)

subject to paragraph (c) of Clause 6.5 (Issue of Letters of Credit), the Issuing Bank is not precluded from issuing a Letter of Credit by law or regulation or its internal policies to the beneficiary of the Letter of Credit.

(b)

The Agent (acting on the instructions of the relevant Majority Lenders) may waive the requirements set out in paragraph (a) in relation to a proposed Utilisation.

6.4.

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 Letter of Credit must be an amount which is not more than the Available Facility.

6.5.

Issue of Letters of Credit

(a)

If the conditions set out in this Agreement have been met, the relevant Issuing Bank shall issue the Letter of Credit on the Utilisation Date.

(b)

Subject to Clause 4.1 (Initial conditions precedent) an Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit other than one to which paragraph (c) below applies, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

(i)

in the case of a Letter of Credit to be renewed in accordance with paragraphs (a) or (b) of Clause 6.6 (Renewal of a Letter of Credit), no Declared Default is continuing;

(ii)

in the case of any other Utilisation other than one to which paragraph (c) below applies,

(A)

no Event of Default is continuing or would result directly from the proposed Utilisation; and

(B)

in relation to such Utilisation on the Closing Date, all the representations and warranties in Clause 26 (Representations and Warranties) which are made or deemed to be made or repeated on such date are true in all material respects (or to the extent a materiality test applies, all respects), and in relation to any other Utilisation, the Repeating Representations to be made are true in all material respects (or, to the extent a materiality test applies, all respects).

(c)

Subject to Clause 4.1 (Initial conditions precedent) and notwithstanding the conditions of paragraph (b) above:

(i)

during the Certain Funds Period, the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit which is a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:

(A)

the Agent has made the notification contemplated by Clause 4.1 (Initial conditions precedent);

(B)

no Change of Control has occurred;

(C)

it is not unlawful in any applicable jurisdiction for the Issuing Bank to perform any of its obligations or to issue or maintain the Letter of Credit; and

(D)

no Major Default is continuing; and

(ii)

during any Agreed Certain Funds Period, the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit which is an Agreed Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:

(A)

the Agent has made the notification contemplated by Clause 4.1 (Initial conditions precedent) and the Closing Date has occurred;

(B)

no Change of Control has occurred;

(C)

it is not unlawful in any applicable jurisdiction for the Issuing Bank to perform any of its obligations or to issue or maintain the Letter of Credit;

(D)

no Major Default is continuing; and

(E)

solely in relation to an Agreed Certain Funds Utilisation under an Ancillary Facility, a Fronted Ancillary Facility or a Revolving Facility, the additional conditions or events (if any) specified in the relevant Additional Facility Notice or other notice in relation to that Agreed Certain Funds Period and Agreed Certain Funds Utilisation are complied with or satisfied,

provided that, in each case, during the Certain Funds Period or Agreed Certain Funds Period (as applicable), an extension of a Letter of Credit shall be permitted unless a Declared Default has occurred relating to the Facility.

(d)

During the Certain Funds Period (save in circumstances where, pursuant to paragraph (c)(i) above, the Issuing Bank is not obliged to comply with paragraph (a) above), the Issuing Bank shall not be entitled to:

(i)

rescind, terminate or cancel this Agreement or the relevant Revolving Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have;

(ii)

refuse to participate in the making of a Letter of Credit which is a Certain Funds Utilisation;

(iii)

exercise any right of set-off or counterclaim or similar right or remedy in respect of a Letter of Credit to the extent to do so would prevent or limit the issuing of a Letter of Credit which is a Certain Funds Utilisation; or

(iv)

(v)

take any other action or make or enforce any claim (in its capacity as Issuing Bank) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the issuing of a Letter of Credit which is a Certain Funds Utilisation,

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provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Issuing Bank notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

(e)

During any Agreed Certain Funds Period (save in circumstances where, pursuant to paragraph (c)(ii) above, the Issuing Bank is not obliged to comply with paragraph (a) above), the Issuing Bank shall not be entitled to in respect of an Agreed Certain Funds Utilisation (and the corresponding commitments to which it relates):

(i)

rescind, terminate or cancel the relevant Revolving Facility or relevant Additional Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have;

(ii)

refuse to participate in the making of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(iii)

exercise any right of set-off or counterclaim or similar right or remedy in respect of Letter of Credit to the extent to do so would prevent or limit the issuing of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(iv)

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document (including declaring that cash cover in respect of any outstanding Letter or Credit is payable on demand) in respect of a Facility to which the provisions of this Clause 6.5 apply to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(v)

(vi)

declare that cash cover in relation to a Letter of Credit is immediately due and payable on demand,

provided that:

(A)

immediately upon the expiry of the relevant Agreed Certain Funds Period all such rights, remedies and entitlements shall be available to the Issuing Bank notwithstanding that they may not have been used or been available for use during the relevant Agreed Certain Funds Period; and

(B)

this Clause 6.5 shall be without prejudice to, and shall not prevent or limit the exercise of, any rights of any of the Finance Parties in respect of any other Facility, Loan, Utilisation or Commitment.

(f)

The amount of each Lender’s participation in each Letter of Credit will be equal to its L/C Proportion.

(g)

The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

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(h)

The Issuing Bank may issue a Letter of Credit in the form of a SWIFT message or other form of communication customary in the relevant market but has no obligation to do so.

6.6.

Renewal of a Letter of Credit

(a)

A Borrower (or the Obligors’ Agent on its behalf) may request that any Letter of Credit issued on behalf of that Borrower be renewed by delivery to the Agent and the relevant Issuing Bank of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time.

(b)

The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in paragraph (a)(vi) of Clause 6.3 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

(c)

The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

(i)

its amount may be less than or (subject to compliance with paragraph (b) of Clause 6.4 (Currency and amount)) more than the amount of the Letter of Credit immediately prior to its renewal; and

(ii)

its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal (or, if a different date is specified, on that date), and shall end on the proposed Expiry Date specified in the Renewal Request.

(d)

If the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

6.7.

Reduction of a Letter of Credit

(a)

If, on the proposed Utilisation Date of a Letter of Credit any of the Lenders under a Revolving Facility is a Non Acceptable L/C Lender and:

(i)

that Lender has failed to provide cash collateral to the Issuing Bank in accordance with Clause 7.4 (Cash collateral by Non Acceptable L/C Lender) following such request by the Issuing Bank; and

(ii)

either (A) the Issuing Bank has not required the relevant Borrower to provide cash cover pursuant to Clause 7.5 (Cash cover by Borrower) or (B) the relevant Borrower has failed to provide cash cover to the Issuing Bank in accordance with Clause 7.5 (Cash cover by Borrower),

then, the Issuing Bank may refuse to issue that Letter of Credit or, with the agreement of the Obligors’ Agent, shall reduce the amount of that Letter of Credit by an amount equal to the amount of the participation of that Non Acceptable L/C Lender in respect of that Letter of Credit and that Non Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the Issuing Bank) in respect of that Letter of Credit for the purposes of the Finance Documents.

(b)

The Issuing Bank shall notify the Agent and the Obligors’ Agent of each reduction made pursuant to this Clause 6.7.

(c)

This Clause 6.7 shall not affect the participation of each other Lender in that Letter of Credit.

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6.8.

Revaluation of Letters of Credit

(a)

If any Letter of Credit is denominated in an Optional Currency, the Agent shall on the last day of each Financial Year recalculate the Base Currency Amount of each Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

(b)

A Revolving Facility Borrower (or the Obligors’ Agent on its behalf) shall, if so requested by the Agent or the Issuing Bank, within five (5) Business Days of any calculation under paragraph (a) above, ensure that within three (3) Business Days sufficient Letters of Credit are prepaid, or Loans prepaid, to prevent the Base Currency Amount of all Utilisations of the relevant Revolving Facility from exceeding the relevant Revolving Facility Commitments (after deducting the total Ancillary Commitments, Fronting Ancillary Commitments and Fronted Ancillary Commitments) following any adjustment to a Base Currency Amount under paragraph (a) above.

6.9.

Reduction or expiry of Letter of Credit

If the amount of any Letter of Credit is wholly or partially reduced or it is repaid or prepaid or it expires prior to its Expiry Date, the relevant Issuing Bank and the Borrower that requested (or on behalf of which the Obligors’ Agent requested) the issue of that Letter of Credit shall promptly notify the Agent of the details upon becoming aware of them.

6.10.

Appointment of additional Issuing Banks

Any Lender which has agreed to the Obligors’ Agent’s request to be an Issuing Bank pursuant to the terms of this Agreement shall become an Issuing Bank for the purposes of this Agreement upon notifying the Agent and the Obligors’ Agent that it has so agreed to be an Issuing Bank and acceding to this Agreement and the Intercreditor Agreement as an Issuing Bank and on making that notification that Lender shall become bound by the terms of this Agreement as an Issuing Bank.

6.11.

Effect of Termination Date

Each Letter of Credit shall be repaid by the Borrower of that Letter of Credit (or the Obligors’ Agent on its behalf) on the Termination Date applicable to the relevant Revolving Facility, (or such earlier date in accordance with this Agreement), provided that if any Letter of Credit has an Expiry Date ending on or after the Termination Date applicable to the applicable Revolving Facility, without prejudice to the repayment obligation in Clause 6.8 (Revaluation of Letters of Credit), on such Termination Date each such Letter of Credit shall be repaid unless, in the case of a Letter of Credit with an Expiry Date falling after such Termination Date:

(a)

the relevant Issuing Bank agrees that such Letter of Credit shall continue as between that Issuing Bank, and the relevant member of the Group on a bilateral basis and not as part of or under the Finance Documents; and

(b)

save for any rights and obligations against any other Finance Party under the Finance Documents arising prior to such Termination Date applicable to the relevant Revolving Facility, no rights and obligations in respect of the Letter of Credit shall, as between the Finance Parties, continue, any cash cover or other collateral provided by any Lender in relation to such Letter of Credit shall be released on the Termination Date, and the Transaction Security shall not (following release thereof by the Security Agent) support any such Letter of Credit in respect of any claims that arise after such Termination Date and, in such

103

circumstances, from the Termination Date pursuant to paragraph (b) of Clause 7.3 (Indemnities) and Clause 7.4 (Cash collateral by Non Acceptable L/C Lender) shall not apply to any such Letter of Credit or to any claim made or purported to be made under a Letter of Credit made after the Termination Date applicable to the relevant Revolving Facility.

LETTERS OF CREDIT

7.1

Immediately payable

(a)

If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested (or on behalf of which the Obligors’ Agent requested) the issue of that Letter of Credit shall repay or prepay that Letter of Credit or that amount promptly on demand by the relevant Issuing Bank.

(b)

Each Issuing Bank shall immediately notify the Agent of any demand received by it under and in accordance with any Letter of Credit (including details of the Letter of Credit under which such demand has been received and the amount demanded). The Agent shall immediately on receipt of any such notice notify the Obligors’ Agent, the Borrower for whose account that Letter of Credit was issued and each of the Lenders under the Facility.

7.2

Claims under a Letter of Credit

(a)

Each Borrower and Lender irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by that Borrower (or requested by the Obligors’ Agent on its behalf) and which claim appears on its face to comply with the terms of that Letter of Credit and to be in order (in this Clause 7.2, a claim).

(b)

Each Borrower shall within five (5) Business Days of demand pay to the Issuing Bank an amount equal to the amount of any claim or, provided that no Declared Default has occurred and no cash collateral has been provided in respect of that claim, may elect by notice from the relevant Borrower (or the Obligors’ Agent on its behalf) to the Agent to have that claim deemed to have been converted into a Loan under the relevant Revolving Facility notwithstanding any other condition herein. The Utilisation Date of such Loan shall be the date of such notice and the currency and the amount of such Loan shall be the same as the amount of that claim, with an Interest Period of one (1) Month, unless otherwise notified by the relevant Borrower (or the Obligors’ Agent on its behalf).

(c)

In respect of Letters of Credit utilised under the Facility, on receipt of any demand under paragraph (a) above the relevant Borrower shall (unless the Company notifies the Agent otherwise) be deemed to have delivered to the Agent a duly completed Utilisation Request which complies with the provisions of Clause 5.2 (Completion of a Utilisation Request for Loans) for requesting a Loan provided that the amount of such Loan as applicable is less than or equal to the relevant Available Facility (an L/C Loan):

(i)

in an amount and currency equal to the amount and currency of the relevant claim (if applicable, net of any available cash cover);

(ii)

for an Interest Period of one (1) Month or such other period of one (1), two (2), three (3) or six (6) Months as notified by the relevant Borrower or the Obligors’ Agent to the Agent prior to the Utilisation Date; and

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(iii)

with a Utilisation Date falling three (3) Business Days after the date of receipt of the relevant demand.

and, for the avoidance of doubt, the Lenders shall be required to comply with their obligations under Clause 5.4 (Lenders’ participation) in respect of such L/C Loan. The proceeds of any such Loan shall be used to pay the relevant claim

(d)

Each Borrower and each Lender acknowledges that the Issuing Bank:

(i)

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim (including any solvency investigation); and

(ii)

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(e)

The obligations of a Borrower under this Clause 7 will not be affected by:

(i)

the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii)

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

7.3

Indemnities

(a)

Each Borrower shall promptly on demand indemnify the Issuing Bank against any cost, loss or liability incurred by an Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.

(b)

Each Lender under the relevant Revolving Facility shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).

(c)

If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.

(d)

The Borrower which requested (or on behalf of which the Obligors’ Agent requested) a Letter of Credit shall promptly on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of Credit except to the extent arising out of the gross negligence, wilful misconduct of, or material breach of the terms of this Agreement in relation to such Letter of Credit by, such Lender.

105

(e)

The obligations of each Lender or Borrower under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

(f)

The obligations of any Lender or Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (whether or not known to it or any other person) including:

(i)

any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;

(ii)

the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;

(iii)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument (other than the relevant Letter of Credit) or any failure to realise the full value of any security;

(iv)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;

(v)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(vi)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

(vii)

any insolvency or similar proceedings.

7.4

Cash collateral by Non Acceptable L/C Lender

(a)

If, at any time, a Lender under a Revolving Facility is a Non Acceptable L/C Lender, the relevant Issuing Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling five (5) Business Days after the request by the Issuing Bank, an amount equal to that Lender’s L/C Proportion of the outstanding amount of a Letter of Credit and in the currency of that Letter of Credit to an interest bearing account held in the name of that Lender with the Issuing Bank.

(b)

The Non Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the Issuing Bank but consistent with the principles in paragraph (e)(iii) of Clause 1.2 (Construction) in respect of the provisions of cash cover, as collateral for any

106

amounts due and payable under the Finance Documents by that Lender to the Issuing Bank in respect of that Letter of Credit.

(c)

Subject to paragraph (f) below, until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay to the Issuing Bank amounts due and payable to the Issuing Bank by the Non Acceptable L/C Lender under the Finance Documents in respect of that Letter of Credit or as contemplated by Clause 6.11 (Effect of Termination Date).

(d)

Each Lender under a Revolving Facility shall notify the Agent:

(i)

other than in the case of an Original Lender, on any date on which such Lender becomes such a Lender in accordance with Clause 2.3 (Increase) or Clause 31 (Changes to the Lenders), whether it is a Non Acceptable L/C Lender within paragraph (a) of the definition thereof; and

(ii)

AMENDMENT AND RESTATEMENT AGREEMENT

INNIO GROUP HOLDING GMBH

AI ALPINE (LUXEMBOURG) S.À R.L.

WILMINGTON TRUST (LONDON) LIMITED

WILMINGTON TRUST (LONDON) LIMITED

TABLE OF CONTENTS

RECITALS:

SCHEDULE 2

SCHEDULE 3

SENIOR FACILITIES AGREEMENT

INNIO GROUP HOLDING GMBH

INNIO NORTH AMERICA HOLDING INC.

INNIO INTERNATIONAL HOLDING B.V.

GIROZENTRALE

WILMINGTON TRUST (LONDON) LIMITED

WILMINGTON TRUST (LONDON) LIMITED

TABLE OF CONTENTS

Page No.

“Additional Guarantee Facility Borrower” means:

“Additional Guarantee Facility Commitment” means:

“Additional Revolving Facility Borrower” means:

“Additional Revolving Facility Commitment” means:

“Amortising Facility Repayment Instalment” means:

“Original Guarantee Facility Commitment” means:

“Original Revolving Facility Commitment” means:

INNIO Holding GmbH S-1/A