White & Case LLP

5 Old Broad Street

London EC2N 1DW

This Multicurrency Revolving Facility Agreement is dated 12 February 2019 and made

Between :

(1)	Avon Products, Inc. a New York corporation (“ API ” and the “ Parent ”);

(2)	Avon International Capital p.l.c., a public limited company, ( the “ Original Borrower ”);

(3)	The Subsidiaries of the Parent listed in Part 1 of Schedule 1 ( The Original Parties ) as original guarantors (together with the Parent, the “ Original Guarantors ”);

(4)	Citigroup Global Markets Limited as co-ordinator (the “ Co-ordinator ”);

(5)	Citigroup Global Markets Limited, Goldman Sachs Bank USA, Barclays Bank PLC and Bank of America, N.A. as mandated lead arrangers and bookrunners;

(6)	Credit Suisse AG, Cayman Islands Branch as mandated lead arranger (whether acting individually or together with the other mandated lead arrangers and bookrunners, and together with the Co-ordinator, (the “ Arranger ”);

(7)	The Financial Institutions listed in Part 2 of Schedule 1 ( The Original Parties ) as lenders (the “ Original Lenders ”);

(8)	Citibank Europe plc, UK Branch as agent of the other Finance Parties (the “ Agent ”);

(9)	Citibank, N.A., London Branch as security trustee for the Secured Parties (the “ Common Security Agent ”); and

(10)	Bank of America, N.A. (the “ Original Issuing Bank ”).

It is agreed as follows:

Section 1
Interpretation

1.	Definitions and Interpretation

1.1

Definitions

In this Agreement:

“ Acceptable Bank ” means a bank or financial institution which is authorised by a financial services regulator and holds a minimum rating for its long‑term unsecured and non credit‑enhanced debt obligations of BBB- or Baa3 (as applicable) or higher by at least two of Standard & Poor’s Rating Services, Fitch Ratings Ltd and by Moody’s Investors Service Limited.

“ Accession Deed ” means a document substantially in the form set out in Schedule 6 ( Form of Accession Deed ) (in each case as may be amended in accordance with Schedule 10 ( Agreed Security Principles )) or in any other form agreed by the Parent and the Agent (each acting reasonably)

“ Additional Borrower ” means a company which becomes an Additional Borrower in accordance with Clause 30 ( Changes to the Obligors ).

“ Additional Guarantor ” means a company which becomes an Additional Guarantor in accordance with Clause 30 ( Changes to the Obligors ).

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

“ 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 spot rate of exchange displayed by ICE Data Services or any other commercially available spot rate of exchange selected by the Agent and agreed by the Parent (acting reasonably), for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“ Agreed Security Principles ” means the principles set out in Schedule 10 ( Agreed Security Principles ).

“ AIO ” means Avon International Operations, Inc. a company incorporated under the laws of Delaware with company number 0911891.

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

“ 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 9 ( Ancillary Facilities ), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.  For the avoidance of doubt, in the context of an Ancillary Facility which is a Multi-account Overdraft, the maximum Base Currency Amount which is available shall be the Designated Net Amount in respect thereof.

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

“ Ancillary Facility ” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 9 ( Ancillary Facilities ).

“ Ancillary Lender ” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 9 ( Ancillary Facilities )

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

(a)

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

(b)

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

(c)

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

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

“ Annual Financial Statements ” means the financial statements for a Financial Year delivered pursuant to Section 1.1(a) of Schedule 13 ( Additional Afirmitive   Restrictive Covenants ).

“ Anti‑Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Parent or its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.

“ 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 the undertaking set out in the form set out in Schedule 5 ( Form of Assignment Agreement ) it shall not be a Creditor Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

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

“ Availability Period ” means the period from and including the date of this Agreement to and including the date falling one Month prior to the Termination Date.

“ Available Commitment ” means a Lender’s Commitment minus (subject as set out below):

(a)

the Base Currency Amount of its participation in any outstanding Utilisations and the Base Currency Amount of the aggregate of its (and its Affiliate’s) 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 on or before the proposed Utilisation Date and the Base Currency Amount of its (and its Affiliate’s) Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date

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

(i)

that Lender’s participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii)

that Lender’s (and its Affiliate’s) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

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

“ Available Facility ” means, the aggregate for the time being of each Lender’s Available Commitment.

“ Bail-In Action ” means the exercise of any Write-down and Conversion Powers.

“ Bail-In Legislation ” means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation 13 as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“ Bank Levy ” means any amount payable by any Finance Party or any of its Affiliates on the basis of or in relation to its balance sheet or capital base or any part of it or its liabilities or minimum regulatory capital or any combination thereof, including, without limitation, the UK bank levy as set out in the Finance Act 2011, the French taxe bancaire de risque systémique levied pursuant to Article 235 ter ZE of the French tax code (Général des Impȏts), the German bank levy as set out in the German Restructuring Fund Act 2010 (as amended), the Dutch bankenbelasting as set out in the bank levy act (Wet bankenbelasting), 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 or in respect of any tax in any jurisdiction levied on a similar basis or for a similar purpose or 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 n 806/2014 of July 15, 2014 which has been enacted or which has been formally announced as proposed as at the date of this Agreement or (if applicable) in respect of any New Lender, as at the date that New Lender accedes as a New Lender to this Agreement.

“ Base Currency ” means euro.

“ Base Currency Amount ” means:

(a)

in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement) and, in the case of a Letter of Credit, as adjusted under Clause 6.8 ( Revaluation of Letters of Credit ); and

(b)

in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Parent pursuant to Clause 9.2 ( Availability ) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

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

“ Benefit Arrangement ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Borrower ” means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 30 ( Changes to the Obligors ) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Lender pursuant to Clause 9.9 ( Affiliates of Borrowers ).

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

(a)

the interest (excluding the Margin) which a Lender should have received 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 which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

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

(b)

(in relation to any date for payment or purchase of euro) any TARGET Da

“ Cash Management Bank ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Cash Management Services Agreements ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ CEA   Swap Obligation ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Change of Control ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

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

“ Closing Date ” means the date of this Agreement.

“ Code ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Collateral Documents ” means, as used in the Existing First-Lien Intercreditor Agreement, the Pari Passu Creditor Only Security Documents (as defined in the Intercreditor Agreement).

“ Commitment ” means:

(a)

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

(b)

in relation to any entity listed as an Increase Lender in an Increase Confirmation, the amount in the Base Currency specified as being assumed by that entity as a “Commitment” and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 ( Increase ); and

(c)

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

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

“ Commodity Exchange Act ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Compliance Certificate ” has the meaning given to that term in Schedule 15 ( New York Law Definitions )

“ Confidential Information ” means all information relating to the Parent, any Obligor, the Group, any member of the Group, the Finance Documents or the 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 the Facility from either:

(a)

the Parent, any member of the Group or any of its advisers; or

(b)

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

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

(c)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 41 ( Confidential Information ); or

(B)

is identified in writing at the time of delivery as non‑confidential by the Parent, any member of the Group or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Parent, the Group or any member thereof and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii)

any Funding Rate.

“ Confidentiality Undertaking ” means a confidentiality undertaking substantially in a recommended form of the LMA as at the date hereof or in any other form agreed between the Parent 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 Parent.

“ Consolidated EBITDA ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Consolidated Net Tangible Assets ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ CTA ” means the Corporation Tax Act 2009

“ Debt ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Declared Default ” means an Event of Default in respect of which a notice of acceleration has been served pursuant to paragraph 28.8(b), 28.8(d) or 28.8(f) of Clause 28.8 ( Acceleration ).

“ Default ” means an Event of Default or any event or circumstance specified in Clause 28 ( Events of Default ), (excluding Clauses 28.8 ( Acceleration ) and 28.9 ( Automatic Acceleration )), which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default 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:

(a)

which has failed to make its participation in a Loan available or has notified the Agent or the Parent (which has notified the Agent) that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 ( Lenders’ Participation ) or which has failed to provide cash collateral (or has notified the Issuing Bank or the Parent (which has notified the Agent) that it will not provide cash collateral) in accordance with Clause 7.4 ( Cash Collateral by Non‑Acceptable L/C Lender and Borrower’s Option to Provide Cash Cover );

(b)

which has otherwise rescinded or repudiated a Finance Document or expressly stated an intention to do so; or

(c)

which is an Issuing Bank which has failed to issue a Letter of Credit (or has notified the Agent or the Parent (which has notified the Agent) that it will not issue a Letter of Credit) in accordance with Clause 6.5 ( Issue of Letters of Credit ) or which has failed to pay a claim (or has notified the Agent or the Parent (which has notified the Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 7.2 ( Claims under a Letter of Credit ); or

(d)

with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraphs (a) and (c) above:

(i)

its failure to pay, or to issue a Letter of Credit, is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

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

(ii)

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

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

“ Delaware Divided LLC ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Delaware LLC Division ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

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

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

“ Disqualified Institution ” means each entity appearing on the list of disqualified lender institutions delivered or to be delivered by the Parent to the Agent pursuant to Clause 4.1 ( Initial Conditions Precedent ), as such list may be amended, updated and supplemented from time to time in accordance with paragraph (c) of Clause 29.2 ( Parent Consent ) of this Agreement and to the extent any name on such list does not refer to a specific legal entity but to a generic general description of any group, any person which falls within that group that is clearly identifiable on the basis of such entity’s name), and, in each case, any Affiliate or Related Fund (as applicable) of any such entity that is clearly identifiable on the basis of such entity’s name, provided that to the extent any entity is designated on the list (or designated on the list pursuant to paragraph (c) of Clause 29.2 ( Parent Consent ) of this Agreement) as an “industrial competitor”, for the purposes of this definition, such entity’s Affiliates and Related Funds shall not be “Disqualified Institutions” to the extent (and only to the extent) that such Affiliates and Related Funds are entities whose principal business is arranging, underwriting or investing in debt in circumstances where such entity is (a) acting on the other side of appropriate information barriers implemented or maintained as required by law, regulation or internal policy from the entity which otherwise would constitute an industrial competitor and (b) has separate personnel responsible for its interests under the Finance Documents and such personnel are independent from its interests as an industrial competitor and no information provided under the Finance Documents is disclosed or otherwise made available to any personnel responsible for its interests as an industrial competitor.

“ 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 Facility (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.

“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“ Eligible Institution ” means any Lender or other bank, financial institution, trust, fund or other entity selected by the Parent.

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

(a)

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

(b)

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

(c)

land (including, without limitation, land under water).

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

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

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

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

“ Equity Interests ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ ERISA ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ ERISA Group ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

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

(a)

the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

(b)

as otherwise determined pursuant to Clause 16.1 ( Unavailability of Screen Rate ),

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

“ Event of Default ” means any event or circumstance specified as such in Clause 28 ( Events of Default ) (excluding Clauses 28.8 ( Acceleration ) and 28.9 ( Automatic Acceleration )) or in Schedule 14 ( Additional Event of Default ).

“ Excluded Assets ” has the meaning given to that term in Schedule 15 ( New York Law Definitions )

“ Excluded Equity Interests ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Excluded Subsidiary ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Excluded Swap Obligations ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Existing 2020 Notes ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Existing 2022 Notes ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Existing First Lien Intercreditor Agreement ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Expiry Date ” means, for a Letter of Credit, the last day of its Term.

“ Facility ” means the revolving credit facility made available under this Agreement as described in paragraph (a) of Clause 2.1 ( The Facility ).

“ Facility Office ” means:

(a)

in respect of a Lender or Issuing Bank, the office or offices notified by that Lender or Issuing Bank to the Agent in writing on or before the date it becomes a Lender or the Issuing Bank (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b)

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

“ Fallback Interest Period ” means one week.

“ FATCA ” means:

(a)

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

(b)

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

(c)

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

“ FATCA Application Date ” means:

(a)

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

(b)

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

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

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

“ Fee Letter ” means:

(a)

any letter or letters dated on or about the date of this Agreement between the Arranger and the Parent (or the Agent and the Parent or the Common Security Agent and the Parent) setting out any of the fees referred to in Clause 17 ( Fees ); and

(b)

any agreement setting out fees payable to a Finance Party referred to in paragraph (f) of Clause 2.2 ( Increase ), Clause 17.6 ( Fees Payable in Respect of Letters of Credit ) or Clause 17.7 ( Interest, Commission and Fees on Ancillary Facilities ) or under any other Finance Document.

“ Finance Document ” means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Fee Letter, any Increase Confirmation, the Intercreditor Agreement, any Resignation Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a “Finance Document” by the Agent and the Parent.

“ Finance Party ” means the Agent, the Arranger, the Common Security Agent, a Lender, the Issuing Bank or any Ancillary Lender.

“ Financial Year ” means the annual accounting period of the Restricted Group ending on or about 31 December in each year.

“ Financial Half Year ” means the semi-annual accounting period of the Restricted Group ending on or about 30 June or 31 December in each year.

“ First Lien Net Leverage Ratio ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Funding Rate ” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 16.3 ( Cost of Funds ).

“ General Security Agreement ” means, as used in the Existing First Lien Intercreditor Agreement, the US General Security Agreement.

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

“ Group ” means Parent and each of its Subsidiaries from time to time.

“ Guarantee Company ” means, other than any Excluded Subsidiary:

(a)

each wholly owned Restricted Subsidiary of the Parent that is a Material Company organised under the Laws of the United States of America, any state thereof or the District of Columbia; and

(b)

each wholly owned Restricted Subsidiary of the Company that is a Material Company incorporated under the laws of England and Wales.

“ Guarantor ” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 30 ( Changes to the Obligors ).

“ Historic Screen Rate ” means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and 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 five days before the Quotation Day.

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

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

(a)

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

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

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

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent;

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

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

payment is made within three 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 11 ( Form of Increase Confirmation ) or in any other form agreed by the Parent and the Agent (each acting reasonably).

“ Increase Lender ” has the meaning given to that term in Clause 2.2 ( Increase

“ Incremental Facility Commitment ” means the amount in the Base Currency set out in the relevant Increase Confirmation.

“ Incremental Equivalent Debt ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Incremental Increase Cap ” at any time means:

(a)

(i)

the greater of:

(A)

the euro equivalent determined at the date of the relevant Incremental Confirmation of USD 500,000,000; and

(B)

75% of Consolidated EBITDA for the then most recently ended Test Period (determined on a Pro Forma Basis in accordance with Schedule 16 ( Pro Forma Calculations; Certain Rules of Construction ); plus

(ii)

the aggregate amount of all Commitments cancelled pursuant to Clause  11.3 ( Voluntary Cancellation ) since the date of this Agreement (excluding any such Commitments cancelled but subsequently reinstated under Clause 2.2 ( Increase ) in reliance of this paragraph (a)(ii) of this definition); less

(b)

the amount of Incremental Equivalent Debt outstanding as at such time.

“ Information Package ” means each of the following documents:

(a)

the document titled “Transformation Plan 3 year Forecast” circulated to the Original Lenders in December 2018 (and for the purposes of this Agreement, such document shall be deemed dated December 2018); and

(b)

the document titled “Transformation Plan - Phased Forecast” circulated to the Original Lenders in January 2019 (and for the purposes of this Agreement, such document shall be deemed dated January 2019).

“ Initial Test Date ” means 31 December, 2019.

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

(a)

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

(b)

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

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

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

(e)

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

(i)

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

(ii)

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

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)

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

(h)

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

(i)

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

(j)

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

(k)

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

" Intellectual Property " means any applications for and registrations of patents, trade marks and design rights.

“ Intercreditor Agreement ” means the intercreditor agreement dated on or about the same date as this Agreement and made between, among others, the Parent, the Debtors (as defined in the Intercreditor Agreement), Citibank, N.A., London Branch as Common Security Agent, Citibank Europe plc, UK Branch as senior agent, the Lenders (as Revolving Lenders), the Arranger (as Arrangers) and the Ancillary Lenders (as Revolving Lenders).

“ Interest Period ” means, in relation to a Loan, each period determined in accordance with Clause 15 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 14.3 ( Default Interest ).

“ Interpolated Historic Screen Rate ” means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

(a)

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

each for the currency of that Loan and each of which is as of a day which is no more than two days before the Quotation Day.

“ Interpolated Screen Rate ” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two 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.

“ Investment ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Issuing Bank ” means:

(a)

the Original Issuing Bank; and

(b)

any Lender which has become a Party as an “Issuing Bank” pursuant to Clause 6.9 ( Appointment of Additional Issuing Banks ),

(and if there is more than one such Issuing Bank, such Issuing Banks 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.

“ ITA ” means the Income Tax Act 2007.

“ L/C Proportion ” means in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the Available Facility immediately prior to the issue of that Letter of Credit.

“ Legal Opinion ” means any legal opinion delivered to the Agent under Clause 4.1 ( Initial conditions precedent ) or Clause 30 ( Changes to the Obligors ).

“ Legal Reservations ” means:

(a)

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

(b)

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non‑payment of UK stamp duty may be void and defences of set‑off or counterclaim;

(c)

the effect that a Transaction Security Document may not be legal, valid, binding or enforceable or create the Security it purports to create, other than under the laws of the jurisdiction by which such Transaction Security Document is governed;

(d)

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

(e)

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

“ Lender ” means:

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.2 ( Increase ) or Clause 29 ( Changes to the Lenders ),

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

“ Letter of Credit ” means:

(a)

each Pre-issued Letter of Credit;

(b)

a letter of credit, substantially in the form set out in Schedule 9 ( Form of Letter of Credit ) or in any other form requested by the Parent and agreed by the Issuing Bank with (such consent not to be unreasonably withheld or delayed); or

(c)

any guarantee, indemnity or other instrument in a form requested by a Borrower (or the Parent on its behalf) and agreed by the Issuing Bank (such consent not to be unreasonably withheld or delayed).

“ LIBOR ” means, in relation to any Loan:

(a)

the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; or

(b)

as otherwise determined pursuant to Clause 16.1 ( Unavailability of Screen Rate ),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

“ Lien ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

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

“ Limited Condition Transaction ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Limited Condition Transaction Provisions ” has the meaning given to that term in Schedule 16 ( Pro Forma Calculations; Certain Rules of Construction ).

“ LMA ” means the Loan Market Association.

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

“ Loan to Own Investor ” means any person who as the primary purpose of its business engages in investment strategies that include the purchase of loans or other debt securities with the intention of owning the equity or gaining control of a business (directly or indirectly).

“ Majority Lenders ” means a Lender or Lenders whose Commitments aggregate more than 66.66 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66.66 per cent. of the Total Commitments immediately prior to that reduction).

“ Margin ” means 2.25 per cent. per annum but if:

(a)

no Event of Default has occurred and is continuing; and

(b)

the Total Net Leverage Ratio in respect of the most recently completed Test Period is within a range set out below,

then the Margin will be the percentage per annum set out below in the column opposite that range:

However:

(i)

any increase or decrease in the Margin for a Loan shall take effect on the date (the “ reset date ”) which is 5 Business Days after receipt by the Agent of the Compliance Certificate for that Test Period pursuant to Section 1.1(c) of Schedule 13 ( Additional Affirmative Covenants );

(ii)

if, following receipt by the Agent of the Compliance Certificate related to the relevant Annual Financial Statements, that Compliance Certificate does not confirm the basis for an adjusted Margin or demonstrates that the Margin should have been varied when it has not been, then paragraph (b) of Clause 14.2 ( Payment of Interest ) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised Total Net Leverage Ratio calculated using the figures in that Compliance Certificate;

(iii)

while an Event of Default is continuing, the Margin shall be the highest percentage per annum set out above; and

(iv)

for the purpose of determining the Margin, Total Net Leverage Ratio and Test Period shall be determined in accordance with Schedule 16 ( Pro Forma Calculations; Certain Rules of Construction ).

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

(a)

the business assets or financial condition of the Restricted Group taken as a whole (excluding any prospective breach of Section  11 of Schedule 12 ( Restrictive Covenants ) which prospective breach alone shall not constitute a Material Adverse Effect or a Default); or

(b)

the ability of any Obligor to perform its payment obligations under the Finance Documents; or

(c)

subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of any Security granted or purporting to be granted pursuant to any of, the Finance Documents in any way which is materially adverse to the interests of the Lenders under the Finance Documents taken as a whole, and which, if capable of remedy, is not remedied within 20 Business Days of the earlier of the Parent becoming aware of the issue or being given notice of the issue by the Agent.

“ Material Company ” means, at any time:

(a)

an Obligor; or

(b)

a Restricted Subsidiary of the Parent (a) whose total assets are equal to or greater than 5.0% of Total Assets at the last day of the most recently ended Test Period or (b) whose gross revenues are equal to or greater than 7.5% of the consolidated gross revenues of Parent and its Restricted Subsidiaries.

Compliance with the conditions set out in paragraph (b) above shall be determined by reference to the most recent Annual Financial Statements taken together with the relevant Compliance Certificate supplied by the Parent and/or the latest annual audited financial statements of that Restricted Subsidiary (consolidated in the case of a Restricted Subsidiary which itself has Restricted Subsidiaries) and the latest annual audited consolidated financial statements of the Restricted Group.

A certification (with sufficiently detailed reporting) by the Parent that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties.

For the purpose of this definition of Material Company, “ total assets ” and “ gross revenues ” shall be determined in accordance with US GAAP.

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

(a)

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; and

The above rules will only apply to the last Month of any period.

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

“ Multiemployer Plan ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

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

“ Non‑Acceptable L/C Lender ” means a Lender which:

(a)

is not an Acceptable Bank (other than a Lender which each Issuing Bank has agreed is acceptable to it notwithstanding that fact);

(b)

is a Defaulting 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 31.11 ( 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 ” has the meaning given to that term in Clause 40.7 ( Replacement of Lender ).

“Non-UK Qualifying Lender ” has the meaning given to that term in Clause 18 ( Tax Gross Up and Indemnities ).

“ Obligor ” means a Borrower or a Guarantor.

“ Obligors’ Agent ” means the Parent, appointed to act on behalf of itself and each other Obligor in relation to the Finance Documents pursuant to Clause 2.4 ( Obligors’ Agent ).

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

“ Original Financial Statements ” means the annual audited accounts of the Parent for the fiscal period ending 31 December, 2017 as filed with the SEC in the Parent’s annual report on Form 10-K.

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

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

“ Other Obligations ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Other Obligations Bank ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ 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 necessary registrations, filing, endorsements, notarisation, stampings and/or notifications of the Transaction Security Documents and/or the Transaction Security created thereunder necessary for the validity and enforceability thereof.

“ Permitted Gross Outstandings ” means, in relation to a Multi‑account Overdraft, any amount, not exceeding its Designated Gross Amount, which is the amount of the Gross Outstandings of that Multi‑account Overdraft.

“ Permitted Tax Restructuring ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Plan ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Pre-issued Letters of Credit ” means each letter of credit designated by the Original Issuing Bank, the Agent and the Parent as a “Pre-issued Letter of Credit” on or prior to the date of this Agreement.

“ Pro Forma Basis ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Qualified ECP Guarantor ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ 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; or

(b)

(if the currency is euro) two TARGET Days before the first day of that period;

(c)

(if the currency is dollars), two Business Days before the first day of that period; or

(d)

(for any other currency), three Business Days before the first day of that period,

(unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one 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.

“ Refinance ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Related Fund ” means, in relation to a trust, fund or other entity, another trust, fund or other entity which:

(a)

is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets; and

(b)

is owned and managed by the same person as the first trust, fund or other entity and has substantially the same investment profile and strategy as the first trust, fund or other entity.

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

(a)

its Original Jurisdiction; and

(b)

any jurisdiction where it conducts a material part of its business.

“ Relevant Market ” means, in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.

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

“ Repeating Representations ” means each of the representations set out in Clause 24.2 ( Status ) to 24.5 ( Power and Authority ) (inclusive), 24.6(a) ( Validity and Admissibility in Evidence), Clause 24.7 ( Governing Law and Enforcement ), Clause 24.20 ( Centre of Main Interests and Establishments ) and Clause 24.24 ( Investment Company Act ).

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

“ Required Security ” means with respect to any Guarantee Company:

(a)

all of the Equity Interests (excluding any Excluded Equity Interests) directly owned by such Guarantee Company in any other Guarantee Company; and

(b)

all of the Equity Interests (excluding any Excluded Equity Interests) directly owned by such Guarantee Company in any other wholly owned Restricted Subsidiary; and

(c)

all of such Guarantee Company’s material assets as are listed as assets over which security is to be taken in paragraph 4 of Schedule 10 ( Agreed Security Principles ).

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

" Resolution Authority " means any body which has authority to exercise any Write-down and Conversion Powers.

“ Restricted Collateral Secured Obligations ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Restricted Group ” means the Group excluding the Unrestricted Subsidiaries.

“ Restricted Sale/Leaseback Attributable Debt ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Restricted Subsidiary ” means a Subsidiary of Parent other than an Unrestricted Subsidiary.

“ Rollover Loan ” means one or more Loans:

(a)

made or to be made on the same day that:

(i)

a maturing Loan is due to be repaid; or

(ii)

a demand by the Agent pursuant to a drawing in respect of a Letter of Credit is due to be met or payment of any other amount by a Borrower or the Parent under Clause 7 ( Letters of Credit ) is to be made or payment of outstandings under an Ancillary Facility is due to be met;

(b)

the aggregate amount of which is equal to or less than the amount of the maturing Loan or the relevant claim in respect of that Letter of Credit or relevant other payment under Clause 7 ( Letters of Credit ) or relevant   outstandings in respect of that Ancillary Facility;

(c)

in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 8.2 ( Unavailability of a Currency ) or the relevant claim in respect of that Letter of Credit or relevant other payment under Clause 7 ( Letters of Credit ) or relevant   outstandings in respect of that Ancillary Facility; and

(d)

made or to be made to the same Borrower for the purpose of:

(i)

refinancing that maturing Loan; or

(ii)

satisfying the relevant claim in respect of that Letter of Credit or other payment under Clause 7 ( Letters of Credit ); or

(iii)

repaying outstandings under an Ancillary Facility.

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

“ Sanctions Authority” means (i) the United States, (ii) the United Nations Security Council, (iii) the European Union, (iv) the United Kingdom, or (v) the respective governmental institutions of any of the foregoing including, without limitation, OFAC, the U.S. Department of State, and Her Majesty’s Treasury.

“ Scheduled 2023 Preferred Dividend ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Screen Rate ” means:

(a)

in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen  or any replacement Thomson Reuters page which displays that rate); and

(b)

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, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters.  Without prejudice to Clause 40.5 ( Replacement of Screen Rate ), if such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after agreement with the Parent.

“ Secured Hedge Agreement ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Secured Hedge Bank ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Secured Parties ” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate provided that , for purposes of the Existing First Lien Intercreditor Agreement only, the term “Secured Parties” means the Pari Passu Creditor Only Secured Parties under, and as defined in, the Intercreditor Agreement.

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

“ Separate Loans ” has the meaning given to that term in Clause 10.1 ( Repayment of Loans ).

“ Solvency Certificate ” means a certificate substantially in the form set out in Schedule 17 ( Form of Solvency Certificate ) (or in any other form agreed by the Parent and the Agent (each acting reasonably)).

“ Solvent ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Specified Time ” means a day or a time determined in accordance with Schedule 8 ( Timetables ).

“ Subsidiary ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Super Majority Lenders ” means a Lender or Lenders whose Commitments aggregate more than 80% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80% of the Total Commitments immediately prior to that reduction).

“ 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.

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

“ Term ” means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.

“ Termination Date ” means the earlier of:

(a)

the date falling 3 years after the Closing Date; and

(b)

the date falling 91 days prior to the final scheduled maturity date of the Existing 2020 Notes (or any Permitted Pari Passu 2020 Note Refinancing Debt in respect thereof incurred pursuant to Section 3.1(u) of Schedule 12 ( Restrictive Covenants )) if, on such 91st day, the Existing 2020 Notes (or such Permitted Pari Passu 2020 Note Refinancing Debt) have not been redeemed, repaid, discharged, defeased or otherwise refinanced in full.

“ Test Period ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Total Assets ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

“ Total Commitments ” means the aggregate of the Commitments, being €200,000,000 at the date of this Agreement.

“ Total Net Leverage Ratio ” has the meaning given to that term in Schedule 15 ( New York Law Definitions ).

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

“ Transaction Security Documents ” means each of the documents listed as being a Transaction Security Document in paragraph 2(d) of Part 1 of Schedule 2 ( Conditions Precedent to Signing of the Agreement ) and any document required to be delivered to the Agent under paragraph 14 of Part 2 of Schedule 2 ( Conditions Precedent Required to be Delivered by an Additional Obligor ) together with any other document entered into by any Obligor creating or expressed to create any Transaction Security.

“ 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 Parent.

“ 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.

“UK Qualifying Lender ” has the meaning given to that term in Clause 18 ( Tax Gross Up and Indemnities ).

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

“ Unrestricted Subsidiary ” has the meaning given to such term in Schedule 15 ( New York Law Definitions ).

“ US ” means the United States of America.

“ US Borrower ” means a Borrower that is incorporated or organised under the laws of the United States of America, any state or territory thereof or the District of Columbia.

“ US GAAP ” means the generally accepted accounting principles set forth in the opinions and pronouncements of the US GAAP Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entities as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination, provided, however, that any determination of US GAAP as used in this Agreement shall be subject to the provisions of Section 2.1 of Schedule 16 ( Pro Forma Calculations; Certain Rules of Construction ).

“ US General Security Agreement ” means the General Security Agreement, dated on or about the date of this Agreement, between, amongst others, API, each other US Guarantor from time to time party thereto and Citibank, N.A., London Branch, as Common Security Agent for the Secured Parties, as amended, restated, supplemented or otherwise modified from time to time.

“ US Guarantor ” means a Guarantor that is incorporated or organised under the laws of the United States of America or any state or territory thereof or the District of Columbia.

“ US Obligor ” means an Obligor that is incorporated or organised under the laws of the United States of America, any state or territory thereof or the District of Columbia.

“ US Tax Obligor ” means:

(a)

a Borrower which is resident for tax purposes in the US; or

(b)

an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“ Utilisation ” means a Loan or a Letter of Credit.

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

“ Utilisation Request ” means a notice substantially in the relevant form set out in Part 1 of Schedule 3 ( Requests and Notices ) or in any other form agreed by the Parent and the Agent (acting reasonably).

“ VAT ” means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); 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.

“ Write-down and Conversion Powers ” means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation.

1.2

Construction

(a)

Unless a contrary indication appears (and subject to Clause 1.6 ( Defined terms in Schedules and Construction )), a reference in this Agreement to:

(i)

the “ Agent ”, the “ Arranger ”, any “ Finance Party ”, any “ Issuing Bank ”, any “ Lender ”, any “ Obligor ”, any “ Party ”, any “ Secured Party ”, the “ Common Security Agent ” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Common Security Agent, any person for the time being appointed as Common Security Agent or Common Security Agents in accordance with the Finance Documents;

(ii)

a document in “ agreed form ” is a document which is previously agreed in writing by or on behalf of the Parent and the Agent;

(iii)

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

(iv)

a “ Finance Document ” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v)

a “ group of Lenders ” includes all the Lenders;

(vi)

“ guarantee ” means (other than in Clause 23 ( Guarantee and Indemnity )) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness (but for the avoidance of doubt shall not include any letter of comfort issued by a member of the Group to a third party to confirm an intention to support the ongoing business and operations of another member of the Group or any similar such arrangement and which does not entitle the beneficiary thereof to make a claim against the member of the Group entering into such letter of comfort or other arrangement);

(vii)

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

(viii)

the “ Interest Period ” of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;

(ix)

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;

(x)

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

(xi)

a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law which are binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self‑regulatory or other authority or organisation;

(xii)

a Utilisation made or to be made to a Borrower includes a Letter of Credit issued on its behalf;

(xiii)

a provision of law is a reference to that provision as amended or re‑enacted; and

(xiv)

a time of day is a reference to London time.

(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)

The awareness of the Parent or any member of the Group shall be limited to the actual awareness of the Parent or that member of the Group at the relevant time.

(d)

Where a person (the “ first person ”) is required to “ensure” or “procure” certain acts or circumstances in relation to any other person (the “ second person ”) and the first person owns less than 75 per cent. of the equity in the second person and the balance of the equity is not owned by one or more Affiliates of the first 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 parent or 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 or circumstances.

(e)

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

(f)

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.

(g)

References to any matter or circumstance being “ permitted ” under this Agreement or any other Finance Document shall include references to such matter or circumstance not being prohibited or having been approved by the requisite percentage of Lenders and other Finance Parties under this Agreement or such other Finance Document.

(h)

A Borrower providing “ cash cover ” for a Letter of Credit or an Ancillary Facility means a Borrower paying an amount in the currency of the Letter of Credit (or, as the case may be, Ancillary Facility) to an interest‑bearing account in the name of the Borrower and the following conditions being met:

(i)

the account is with the Common Security Agent (or an Acceptable Bank acceptable to the Parent) or with the Issuing Bank or Ancillary Lender for which that cash cover is to be provided;

(ii)

subject to paragraph (b) of Clause 7.6 ( Regulation and Consequences of Cash Cover Provided by Borrower ), until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or Ancillary Facility; and

(iii)

the Borrower has executed a security document over that account, in form and substance satisfactory to the Finance Party with which that account is held, creating a first ranking security interest over that account.

(i)

A Default and an Event of Default is “ continuing ” if it has not been remedied or waived.

(j)

A Borrower “ repaying ” or “ prepaying ” a Letter of Credit or Ancillary Outstandings means:

(i)

that Borrower providing cash cover for that Letter of Credit or in respect of the Ancillary Outstandings;

(ii)

the maximum amount payable under the Letter of Credit or Ancillary Facility being reduced or cancelled in accordance with its terms;

(iii)

the Issuing Bank or Ancillary Lender being satisfied that it has no further liability under that Letter of Credit or Ancillary Facility; or

(iv)

in the case of a Letter of Credit, a bank or financial institution with a long term credit rating from Moody’s, S&P or Fitch at least equal to that of the Issuing Bank in respect of that Letter of Credit (or such other rating acceptable to the Issuing Bank) having issued a guarantee, indemnity, counter indemnity or similar assurance reasonably acceptable to the Issuing Bank and the Agent, against financial loss in respect of amounts due under that Letter of Credit; or

(v)

the Issuing Bank or Ancillary Lender (in each case, acting reasonably) being satisfied that it has no further liability under that Letter of Credit or Ancillary Facility,

(and a “ repayment ” or “ prepayment ” of and “ repaid ” or “ prepaid ” in relation to a Letter of Credit or Ancillary Outstandings shall be construed accordingly) and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (i) and (iv) above is the amount of the relevant cash cover, reduction or cancellation.

(k)

An amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary Facility.

(l)

A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.

(m)

Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.

(n)

An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the relevant Borrower in respect of that Letter of Credit at that time (ignoring any cash cover provided).

(o)

A Borrower’s obligation on Utilisations becoming “due and payable” includes the Borrower repaying any Letter of Credit in accordance with paragraph (i) above.

(p)

A reference to “ euro equivalent ” shall be construed as a reference to the amount in the relevant currency which could be purchased with that amount in “ euro ” at the Agent’s Spot Rate of Exchange.

(q)

A reference to the “Incremental Increase Cap” and the calculation of the First Lien Net Leverage Ratio in Clause 2.2(b)(ii)(B) ( Increase ) shall be interpreted in accordance with New York law.

1.3

Currency Symbols and Definitions

“ $ ”, “ USD ”, “ US$ ” and “ dollars ” denote the lawful currency of the United States of America, “ £ ”, “ GBP ” and “ sterling ” denote the lawful currency of the United Kingdom and “ € ”, “ EUR ” and “ euro ” denote the single currency of the Participating Member States.

1.4

Third Party Rights

(a)

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.

(b)

Subject to paragraph (a) of Clause 40.4 ( Other Exceptions ) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.5

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).

1.6

Defined terms in Schedules and Construction

For the purposes of Schedule 12 ( Restrictive Covenants ), Schedule 13 ( Additional Affirmative Covenants ), Schedule 14 ( Additional Events of Default) , Schedule 15 ( New York Law Definitions ), Schedule 16 ( Pro Forma Calculations; Certain Rules of Construction ) and Schedule 17 ( Form of Solvency Certificate ):

(a)

capitalised words and expressions used in those schedules shall have the meaning ascribed to them in those Schedules save that if a capitalised word or

expression is not given a meaning in it shall be given the meaning ascribed to it in Clause 1.1 ( Definitions ) or elsewhere in this Agreement; and

(b)

unless a contrary indication appears, the rules of construction set out in Schedule 16 ( Pro Forma Calculations; Certain Rules of Construction ) shall apply to those schedules.

1.7

Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)

any Bail-In Action in relation to any such liability, including (without limitation):

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

Section 2
The Facility

2.	The Facility

2.1

The Facility

(a)

Subject to the terms of this Agreement, the Lenders make available a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Commitments.

(b)

The Facility will be available to all the Borrowers.

(c)

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

2.2

Increase

(a)

The Parent may:

(i)

by giving prior notice to the Agent by no later than the date falling 45 Business Days after the effective date of a cancellation of:

(A)

the Available Commitments of a Defaulting Lender in accordance with Clause 11.6 ( Right of Cancellation in Relation to a Defaulting Lender ); or

(B)

the Commitments of a Lender in accordance with:

(1)

Clause 11.1 ( Illegality ); or

(2)

paragraph (a) of Clause 11.5 ( Right of Cancellation and Repayment in Relation to a Single Lender or Issuing Bank ),

(each a “ Cancellation Increase ”); or

(ii)

by giving prior notice to the Agent by no later than the day falling 5 Business Days prior to a proposed incremental increase in the Commitments (each an “ Incremental Increase ”),

request that the Commitments relating to the Facility be increased (and the Commitments relating to the Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of:

(i)

in the case of any Cancellation Increase notified in accordance with paragraph (i) above, the Available Commitments or Commitments relating to that Facility so cancelled; and

(ii)

in the case of any Incremental Increase notified in accordance with paragraph (ii) above, the relevant Incremental Facility Commitment.

 

There shall be no limit on the number of Cancellation Increase and/or Incremental Increase which may be effected under this Clause 2.2.

Each Cancellation Increase and each Incremental Increase shall be effected as follows:

(i)

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

(ii)

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

(iii)

each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(iv)

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

(v)

any increase in the Commitments relating to a Facility shall, subject to the conditions set out in paragraphs (b) (in the case of an Incremental Increase only), (c) and (d) below, take effect on the date specified by the Parent in the notice referred to above or any later date on which the Agent executes a duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

(b)

This paragraph (b) shall not apply to any Cancellation Increase.

(i)

An Increase Confirmation in respect of an Incremental Increase will not be regarded as having been duly completed unless it specifies the Incremental Facility Commitment (which shall be in a minimum amount of €15,000,000 and an integral multiple of €1,000,000) and such Incremental Facility Commitment does not exceed the Incremental Increase Cap as at the date of the Increase Confirmation.

(ii)

The establishment of an Incremental Facility Commitment will only be effected in accordance with this Clause if:

(A)

on the date of the relevant Increase Confirmation:

(1)

no Default or Event of Default is continuing, subject however to the Limited Condition Transaction Provisions if the Incremental Increase is being established to provide financing for a Limited Condition Transaction; and

(2)

the Repeating Representations to be made by each Obligor are true in all material respects subject however to the Limited Condition Transaction Provisions if the Incremental Increase is being established to provide financing for a Limited Condition Transaction,

(B)

either:

(1)

the First Lien Net Leverage Ratio (calculated on a Pro Forma Basis in accordance with Schedule 16 ( Pro Forma Calculations; Certain Rules of Construction ) assuming that as at the date of calculation, the Incremental Increase had occurred and the Facility was fully drawn) is 1.50:1 or less; or

(2)

the Parent elects not to comply with the First Lien Net Leverage Ratio test referred to in sub-paragraph (1) above (each such election by the Parent being a “ Incremental Freebie Election ”) and the aggregate amount of all Incremental Increases made with an Incremental Freebie Election since the date of this Agreement (assuming the relevant Incremental Increase has occurred) does not exceed US$85,000,000,

(C)

each relevant Increase Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement (if it is not already a party thereto as a Lender); and

(D)

if the Increase Lender is not an existing Lender, each Issuing Bank (if any) acting reasonably, has consented to the Increase Lender becoming a Party.

(c)

The Agent shall, subject to paragraph (d) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.  The Common Security Agent shall, subject to paragraph (d) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation executed by the Agent, execute that Increase Confirmation.  Neither the Agent nor the Common Security Agent shall have any responsibility to confirm whether any conditions to the establishment of an Increase Confirmation have been satisfied and shall be fully entitled to execute an Increase Confirmation delivered to it without investigating whether any such conditions have been satisfied.

(d)

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

(e)

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

(f)

The Parent may pay to the Increase Lender a one off and/or recurring fee in the amount and at the times agreed between the Parent and the Increase Lender in a Fee Letter.

(g)

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

(h)

Clause 29.4(c) ( Limitation of Responsibility of Existing Lenders ) shall apply mutatis mutandis in this Clause 2.2 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 ”.

2.3

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 the 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.

2.4

Obligors’ Agent

(a)

Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect that 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 Parent,

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

(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 the other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it.  In the event of any conflict between any notices or other communications of the Obligors’ Agent and any Obligor, those of the Obligors’ Agent shall prevail.

3.

Purpose

3.1

Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility, towards the general corporate and working capital purposes of the Group.

 

3.2

Monitoring

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

4.	Conditions of Utilisation

4.1

Initial Conditions Precedent

(a)

The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ Participation ) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received (or the Arrangers have waived the requirement to receive) all of the documents and other evidence listed in Part 1 of Schedule 2 ( Conditions Precedent ) in form and substance satisfactory to the Agent (acting reasonably).  The Agent shall notify the Parent 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 ) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

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

(b)

(i)

in relation to any Utilisation on the Closing Date, all the representations and warranties in Clause 24 ( Representations ) are true in all material respects; or,

(ii)

in relation to any other Utilisation other than a Rollover Loan:

(A)

the Repeating Representations to be made by each Obligor are true in all material respects (or, if qualified by materiality, in all respects); and

(B)

except as publically disclosed by the Parent prior to the date of this Agreement, since the date of the most recent financial statements delivered pursuant to Sections 1.1(a) and (b) of Schedule 13 ( Additional Affirmative Covenants ), there has been no material adverse change in the assets, business or financial condition of the Parent and its consolidated Restricted Subsidiaries taken as a whole.

4.3

Conditions Relating to Optional Currencies

(a)

A currency will constitute an Optional Currency in relation to a Utilisation if:

(i)

it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency on the Quotation Day and the Utilisation Date for that Utilisation; and

(ii)

it is GBP or USD or has been approved by the Agent (acting on the instructions of all the Lenders participating in the relevant Utilisation) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.

(b)

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

(i)

whether or not the Lenders have granted their approval; and

(ii)

if approval has been granted, the minimum amount for any subsequent Utilisation in that currency.

4.4

Maximum Number of Utilisations

(a)

A Borrower (or the Parent on behalf of a Borrower) may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i)

10 or more Loans would be outstanding; and

(ii)

15 or more Letters of Credit would be outstanding.

(b)

Any Loan made by a single Lender under Clause 8.2 ( Unavailability of a Currency ) shall not be taken into account in this Clause 4.4.

(c)

Any Separate Loan shall not be taken into account in this Clause 4.4.

Section 3
Utilisation

5.	Utilisation ‑ Loans

5.1

Delivery of a Utilisation Request

A Borrower (or the Parent on its behalf) may utilise the 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 (acting reasonably) may agree.

5.2

Completion of a Utilisation Request for Loans

(a)

Each Utilisation Request for a Loan is (subject to paragraph (a) of Clause 16.2 ( Market Disruption )) irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Facility;

(ii)

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

(iii)

the proposed Interest Period complies with Clause 15 ( Interest Periods ).

(b)

Multiple Utilisations may be requested in a Utilisation Request on the first Utilisation Date.  Only one Utilisation may be requested in each subsequent Utilisation Request.

5.3

Currency and Amount

(a)

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

(b)

The amount of the proposed Utilisation must be:

(i)

if the currency selected is the Base Currency, a minimum of €10,000,000 (and an integral multiple of €1,000,000) or, if less, the Available Facility; or

(ii)

if the currency selected is sterling, a minimum of £10,000,000 (and an integral multiple of £1,000,000) or, if less, the Available Facility; or

(iii)

if the currency selected is US dollars, a minimum of US$10,000,000 (and an integral multiple of US$1,000,000) or, if less, the Available Facility; or

(iv)

if the currency selected is an Optional Currency other than sterling or dollars, the minimum amount specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 ( Conditions Relating to Optional Currencies ) 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 10.1 ( Repayment of Loans ), each Lender shall make its participation in each Loan available by 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 immediately prior to making such 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 Utilisations then outstanding as its Commitment bears to the Total Commitments.

(d)

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 34.1 ( Payments to the Agent ) by the Specified Time.

5.5

Limitations on Utilisations

(a)

The maximum aggregate Base Currency Amount of all Letters of Credit shall not exceed €75,000,000.

(b)

The maximum aggregate amount of the Ancillary Commitments which may be borrowed by an Affiliate of a Borrower as contemplated in Clause 9.9 ( Affiliates of Borrowers ) shall not at any time exceed the limits specified in Section 3.1(a) of Schedule 12 ( Restrictive Covenants ).

5.6

Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

6.	Utilisation ‑ Letters of Credit

6.1

The Facility

(a)

The Facility may be utilised by way of Letters of Credit.

(b)

Other than Clause 5.5 ( Limitations on Utilisations ), Clause 5 ( Utilisation ‑ Loans ) does not apply to utilisations by way of Letters of Credit.

(c)

In determining the amount of the Available Facility and a Lender’s L/C Proportion of a proposed Letter of Credit for the purposes of this Agreement the Available Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Letters of Credit.

6.2

Delivery of a Utilisation Request for Letters of Credit

A Borrower (or the Parent on its behalf) may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

6.3

Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

(a)

it specifies that it is for a Letter of Credit;

(b)

it identifies the Borrower of the Letter of Credit;

(c)

it identifies the Issuing Bank which has agreed to issue the Letter of Credit;

(d)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Facility;

(e)

the currency and amount of the Letter of Credit comply with Clause 6.4 ( Currency and Amount );

(f)

the form of Letter of Credit is attached;

(g)

the Expiry Date of the Letter of Credit falls no later than 12 Months (or such later date as may be agreed by the relevant Issuing Bank) after the Termination Date (but shall otherwise be for any term requested by the Borrower) provided that the Borrower agrees to prepay (as contemplated in paragraph 1.2(i) of Clause 1.2 ( Construction )) any Letter of Credit which would expire after the Termination Date; and

(h)

the delivery instructions for the Letter of Credit are specified.

6.4

Currency and Amount

(a)

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

(b)

Subject to paragraph (a) of Clause 5.5 ( Limitations on Utilisations ), the amount of the proposed Letter of Credit must be an amount whose Base Currency Amount is not more than the Available Facility and which is:

(i)

if the currency selected is the Base Currency, a minimum of €1,000,000 or, if less, the Available Facility; or

(ii)

if the currency selected is sterling, a minimum of £1,000,000 or, if less, the Available Facility; or

(iii)

if the currency selected is dollars, a minimum of US$1,000,000 or, if less, the Available Facility; or

(iv)

if the currency selected is an Optional Currency other than sterling or dollars, the minimum amount specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 ( Conditions Relating to Optional Currencies ) or, if less, the Available Facility.

6.5

Issue of Letters of Credit

(a)

If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Letter of Credit on the Utilisation Date.

(b)

Subject to Clause 4.1   ( Initial Conditions Precedent ),   the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit, 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 Clause 6.6 ( Renewal of a Letter of Credit ) (each a “ Renewal Utilisation ”) no Declared Default is continuing and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

(ii)

in relation to any Utilisation on the Closing Date, all the representations and warranties in Clause 24 ( Representations ) or, in relation to any other Utilisation (other than a Renewal Utilisation), the Repeating Representations to be made by each Obligor are true in all material respects (or, if qualified by materiality, in all respects).

(c)

The amount of each Lender’s participation in each Letter of Credit will be equal to its L/C Proportion.

(d)

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.