Exhibit 99.1

Orbotech Ltd. Announces Strategic Capital Market Transactions

to Enhance Balance Sheet Flexibility

June 13, 2016, YAVNE, ISRAEL – ORBOTECH LTD. (the “ Company ” or “ Orbotech ”) (NASDAQ/GSM SYMBOL: ORBK) announced today that it has successfully repositioned its debt structure through a series of transactions.

On June 9, 2016 the Company conducted a public share offering of 3,850,000 ordinary shares. On June 13, 2016 the Company entered into a new term and revolving debt agreement in the UK in the amounts of $110 million and $15 million, respectively. The net proceeds from the offering (approximately $100 million) combined with the proceeds of the UK term debt agreement will be used to retire the entire outstanding balance of the Company’s 2014 Credit Agreement in the amount of $202 million. The revolving debt facility is available for working capital purposes in the Company’s semiconductor device business, if needed. All of these transactions are expected to close by the end of the second calendar quarter; accordingly, the Company expects to record a one-time charge in the second quarter of approximately $6.2 million associated with the retirement of the 2014 Credit Agreement.

“We are very pleased to have successfully executed this series of financing transactions which, we believe, will immediately increase shareholder value. The significant reduction in interest expense, net of the shares issued, is expected to be accretive to earnings per share on both pro forma and prospective bases,” stated Ran Bareket, the Company’s Chief Financial Officer. “The reduction in both interest expense and leverage on our balance sheet is considerable. In addition, the new debt agreement is secured only by the assets of the Company’s SPTS subsidiaries, whereas our previous Credit Agreement was secured by Company assets worldwide. As a result, we have substantially improved the strength of our balance sheet, seized upon current favorable conditions in the capital markets and enhanced operating flexibility for future growth opportunities.”

The terms of the new UK debt agreement were filed separately on Form 6-K with the Securities and Exchange Commission on June 13, 2016.

About Orbotech Ltd.

Orbotech Ltd. (NASDAQ/GSM: ORBK) is a global innovator of enabling technologies used in the manufacture of the world’s most sophisticated consumer and industrial products throughout the electronics and adjacent industries. The Company is a leading provider of yield enhancement and production solutions for electronics reading, writing and connecting, used by manufacturers of printed circuit boards, flat panel displays, advanced packaging, micro-electro-mechanical systems and other electronic components. Virtually every electronic device in the world is produced using Orbotech systems.

Forward-Looking Statements

This press release includes or incorporates by reference certain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties, and are identified by words such as “anticipate,” “believe,” “could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotech’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Many factors could cause the actual results to differ materially from those projected including, without limitation, cyclicality in the industries in which the Company operates, the Company’s production capacity, timing and occurrence of product acceptance (the Company defines “bookings” and “backlog” as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and its competitors, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices as well as automobiles, the Company’s global operations and its ability to comply with varying legal, regulatory, exchange, tax and customs regimes, the Company’s ability to achieve strategic initiatives, including related to its acquisition strategy, the Company’s debt and corporate financing activities, the final timing and outcome (each, expected in mid-to-late 2016), and impact of the criminal matter and ongoing investigation in Korea, including any impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Company’s customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and the surrounding areas, and other risks detailed in the Company’s SEC reports, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2015, and subsequent SEC filings. As a result of all of the foregoing, the forward looking events discussed in this press release might not occur and our actual results may differ materially from those anticipated in the forward looking statements. Accordingly, you should not unduly rely on any forward looking statements. The Company assumes no obligation to update the information in this press release to reflect new information, future events or otherwise, except as required by law. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward looking statement.

For further information, please contact:

Ran Bareket

Corporate Vice President and Chief Financial Officer

Orbotech Ltd.

Tel: +972-8-942-3638

Ran-B@orbotech.com

Tally Kaplan Porat

Head of Corporate Marketing

Orbotech Ltd.

Tel: +972-8-942-3603

Tally-Ka@orbotech.com

Exhibit 99.2

EXECUTION VERSION

FACILITIES AGREEMENT

in respect of term and revolving loan facilities of $125,000,000

dated 13 June 2016

for

SPTS TECHNOLOGIES INVESTMENTS LIMITED

arranged by

BARCLAYS BANK PLC

and

LLOYDS BANK PLC

with

LLOYDS BANK PLC

acting as Agent

with

LLOYDS BANK PLC

acting as Security Agent

Osborne Clarke LLP

2 Temple Back East

Temple Quay

Bristol BS1 6EG

OAN/1048495/29533429

CONTENTS

THIS AGREEMENT is dated 13 June 2016 and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“ Acceleration Event ” means any Event of Default in respect of which the Agent has served a notice of acceleration pursuant to Clause 24.15 ( Acceleration ), other than a notice declaring Utilisations or other amounts to be due on demand only.

“ Acceptable Bank ” means:

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

“ Additional Borrower ” means a company which becomes an Additional Borrower in accordance with Clause 27 ( Changes to the Obligors ).

“ Additional Guarantor ” means a company which becomes an Additional Guarantor in accordance with Clause 27 ( Changes to the Obligors ).

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

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

“ Agent’s Spot Rate of Exchange ” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

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

“ 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 for Facility B.

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

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

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

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

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

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 Clause 21.1(a)(i) ( Financial Statements ).

“ 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.

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

“ Availability Period ” means:

“ Available Commitment ” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

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

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

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

“ Base Currency ” means USD.

“ Base Currency Amount ” means:

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as adjusted to reflect any repayment (other than, in relation to Facility A, a repayment arising from a change of currency), prepayment, consolidation or division of a Loan.

“ Borrower ” means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 27 ( Changes to the Obligors ) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Lender pursuant to Clause 7.8 ( Affiliates of Borrowers ).

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

exceeds:

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

“Cash” means, at any time, cash denominated in sterling, USD, euro, NT$, Sing$ or any other currencies agreed by the Agent from time to time (acting on instructions from the Majority Lenders) in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group with an Acceptable Bank and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:

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“ Cash Equivalent Investments ” means at any time:

in each case, denominated in sterling or USD and to which any member of the Group is alone (or together with other members of the Group beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).

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

“ Code ” means the US Internal Revenue Code of 1986.

“ Commitment ” means a Facility A Commitment or Facility B Commitment.

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

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

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:

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

“ CTA ” means the Corporation Tax Act 2009.

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

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any Commitment or amount outstanding under this Agreement.

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

“ Defaulting Lender ” means any Lender:

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

payment is made within 5 Business Days of its due date; or

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

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

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

“ Disruption Event ” means either or both of:

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

“ Distribution ” means

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

“ Existing Facility Agreement ” means the financing agreement dated 7 August 2014 and made between, amongst others, Orbotech, Inc., Orbotech Limited, JP Morgan Chase Bank, N.A. and J.P. Morgan Securities LLC.

“ Extension ” has the meaning set out in Clause 8.3 (Extension Option).

“ Extension Request ” has the meaning set out in Clause 8.3 ( Extension Option ) and shall be in substantially the form set out in Part III of Schedule 3 ( Requests ).

“ Facility ” means Facility A or Facility B.

“ Facility A ” means the term loan facility made available under this Agreement as described in Clause 2 ( The Facilities ).

“ Facility A Commitment ” means:

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

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

“ Facility A Repayment Date ” means each date set out in paragraph (a) of Clause 8.1 ( Repayment of Facility A Loans ).

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

“ Facility B Commitment ” means:

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

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

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

“ FATCA ” means:

“ FATCA Application Date ” means:

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

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

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

“ Fee Letter ” means any letter or letters dated on or about the date of this Agreement between the Arranger and the Company (or the Agent and the Company or the Security Agent and the Company) setting out any of the fees referred to in Clause 13 ( Fees ).

“ Finance Document ” means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter, any Transaction Security Document, any Subordination Agreement, any Ancillary Document, any Selection Notice, any Utilisation Request and any other document designated as such in writing by the Agent and the Company

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

“ Financial Covenants ” means the financial undertakings contained in Clause 22.2 ( Financial Testing ).

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

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

“ Funding Rate ” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 12.4 ( Cost of funds ).

“ Funds Flow Statement ” means the funds flow statement in the agreed form delivered to the Agent under Clause 4.1 ( Initial conditions precedent ).

“ GAAP ” means generally accepted accounting principles in the United Kingdom, including IFRS.

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

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

“ Guarantor ” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 27 ( Changes to the Obligors ).

“ Guarantor Cover Test ” means the following obligation: the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) and the aggregate gross assets, and aggregate turnover of the Guarantors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80% of EBITDA and 80% of the consolidated gross assets and turnover of the Group respectively.

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

“ IFRS ” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

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

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

payment is made within 5 Business Days of its due date; or

“ Increase Confirmation ” means a confirmation substantially in the form set out in Schedule 12 ( Form of Increase Confirmation ).

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

“ Information Memorandum ” means the document provided by the Company to the Arrangers prior to the date of this Agreement entitled “ Project Orion Management Presentation FINAL FOR BANKS 01 06 16 ”.

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

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“ Intellectual Property ” means:

“ Interest Period ” means, in relation to a Loan, each period determined in accordance with Clause 11 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.3 ( Default interest ) .

“ 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:

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

“ ITA ” means the Income Tax Act 2007.

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

“ Legal Reservations ” means:

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“ Lender ” means:

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

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

“ LMA ” means the Loan Market Association.

“ Loan ” means a Facility A Loan or a Facility B Loan.

“ Majority Lenders ” means a Lender or Lenders whose Commitments aggregate more than 66 ² / ₃ % of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ² / ₃ % of the Total Commitments immediately prior to the reduction).

“ Margin ” means

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but if:

then the Margin for each Loan under Facility A and Facility B will be the percentage per annum set out below in the column for that Facility opposite that range:

However:

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

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“ Material Company ” means, at any time:

Compliance with the conditions set out in paragraph (c) shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the Company’s auditors as representing an accurate reflection of the revised EBITDA, gross assets or turnover of the Group).

A report by the Company’s auditors 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 avoidance of doubt, SPTS Technologies, Inc. shall be deemed not to be a Material Company unless and until a Compliance Certificate (and related financial statements) delivered under this Agreement demonstrate that such company has become a Material Company notwithstanding the sale of its Thermal business in 2015.

“ 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:

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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.

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

“ New Lender ” has the meaning given to that term in Clause 25 ( Changes to the Lenders ).

“ New Shareholder Injections ” means the aggregate amount subscribed for by any person (other than a member of the Group) for ordinary shares in the Company or for loan notes or other shareholder debt instruments in the Company, in each case where those loan notes or other shareholder debt instruments are subordinated on terms acceptable to the Majority Lenders.

“ Obligor ” means a Borrower or a Guarantor.

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

“ Optional Currency ” means:

“ Original Financial Statements ” means:

“ 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.

“ Parent ” means Orbotech Ltd., a company incorporated under the laws of Israel with registered office at 7 Sanhedrin Boulevard, North Industrial Zone, Yavne 8110101, Israel.

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

“ 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.

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“ Party ” means a party to this Agreement.

“ Perfection Requirements ” means any and all registrations, filings, recordings, payment of associated fees and Taxes, notices, third party consents and other actions or steps required to be made in any relevant jurisdiction in order to perfect security created by the Transaction Security Documents or in order to achieve the relevant priority of such Security.

“ Permitted Acquisition ” means:

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“ Permitted Cash Pooling ” means any netting or set off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements (including treasury and letter of credit transactions to the extent permitted by the Finance Documents) for the purpose of netting debit and credit balance of members of the Group (including without limitation a Multi-account Overdraft) but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group that are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group that are not Obligors except, in the case of (i) and (ii) above, to the extent such netting, set-off or Security relates to, or is granted in support of, a loan permitted pursuant to paragraph (e) of the definition of “Permitted Loan”.

“ Permitted Disposal ” means any disposal permitted under paragraph (b) of Clause 23.4 ( Disposals ).

“ Permitted Distribution ” means:

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“ Permitted Financial Indebtedness ” means Financial Indebtedness:

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“ Permitted Guarantee ” means:

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“Permitted Joint Venture” means any investment in any Joint Venture where:

does not exceed:

“ Permitted Loan ” means:

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so long as in the case of paragraphs (d), (e) and (g) above, the creditor of such Financial Indebtedness shall (if it is an Obligor) grant security over its rights in respect of such Financial Indebtedness in favour of the Secured Parties on terms acceptable to the Agent (acting on the instructions of the Majority Lenders).

“ Permitted Payment ” means payments:

“ Permitted Security ” means any Security or Quasi-Security permitted under paragraph (c) of Clause 23.3 ( Negative pledge ).

“ Permitted Services Payments ” means a payment or payments by any member of the Group of any management, advisory, services or other fee to or to the order of any of the Parent Group, provided the aggregate amount of such fees do not exceed USD2,000,000 in any Financial Year.

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“ Permitted Share Issue ” means an issue of:

“ Permitted Transaction ” means:

“ Project Orion ” means the refinancing transaction contemplated by this Agreement as more fully described in the documentation provided by the Company to the Original Lenders prior to the date of this Agreement.

“ Qualifying Lender ” has the meaning given to it in Clause 14 ( Tax gross-up and indemnities ).

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

(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.

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“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to 4 decimal places) as supplied to the Agent at its request by the Reference Banks:

“ Reference Banks ” means, in relation to LIBOR or EURIBOR, the principal London offices of such banks as may be appointed by the Agent in consultation with the Company.

“ Reference Bank Quotation ” means any quotation supplied to the Agent by a Reference Bank.

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

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

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

“ Repayment Instalment ” means each repayment instalment required to be made under Facility A pursuant to Clause 8.1 ( Repayment of Facility A Loans ).

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“ Repeating Representations ” means each of the representations set out in Clauses 20.1 ( Status ) to 20.6 ( Governing law and enforcement ), Clause 20.9 ( No default ), Clause 20.12 ( Pari passu ranking ), Clause 20.15 ( Centre of main interests ) to Clause 20.19 ( Anti-corruption law ) and Clause 20.21 ( Sanctions ).

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

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

“ Rollover Loan ” means one or more Facility B Loans:

“ Sanctions ” means the sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any of the Sanctions Authorities.

“ Sanctions Authorities ” means:

“ Screen Rate ” means:

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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. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company.

“ Secured Obligations ” means all present and future obligations and liabilities expressed to be due, owing or payable by any Obligor under or in connection with any of the Finance Documents (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

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

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

“ Selection Notice ” means a notice substantially in the form set out in Part II of Schedule 3 ( Requests ) given in accordance with Clause 11 ( Interest Periods ) in relation to Facility A.

“ Separate Loan ” has the meaning given to that term in Clause 8.2 ( Repayment of Facility B Loans ).

“ Specified Time ” means a day or time determined in accordance with Schedule 12 ( Timetables ).

“ SPTS TGL ” means for SPTS Technologies Group Limited (company number 07635249), a Holding Company of the Company.

“ Subordinated Debt ” means any loan or credit made available to a member of the Group by a member of the Parent Group provided always that the same is subject to a Subordination Agreement.

“ Subordination Agreement ” means a subordination agreement in form and substance satisfactory to the Majority Lenders entered into between all or some of the Finance Parties and one or more members of the Parent Group in respect of Subordinated Debt.

“ Subsidiary ” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 and/or a subsidiary within the meaning of section 1159 of the Companies Act 2006.

“ 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).

“ Termination Date ” means:

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“ Total Commitments ” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being USD 125,000,000 at the date of this Agreement.

“ Total Facility A Commitments ” means the aggregate of the Facility A Commitments, being USD 110,000,000 at the date of this Agreement.

“ Total Facility B Commitments ” means the aggregate of the Facility B Commitments, being USD 15,000,000 at the date of this Agreement.

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

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

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

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

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

“ US ” means the United States of America.

“ US Tax Obligor ” means:

“ Utilisation ” means a utilisation of a Facility.

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

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

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

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If any provision of a Finance Document requires a director of an Obligor to provide any information or to certify any matter then such provision or certification, provided it is made in good faith and without fraud or wilful deceit, shall be made without personal liability.

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SECTION 2

THE FACILITIES

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

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

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

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

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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:

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SECTION 3

UTILISATION

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

or in either case, if less, the Available Facility; or

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The Company shall ensure that the aggregate of the Base Currency Amounts of:-

(as confirmed in a certificate signed by two authorised signatories of the Company provided to the Agent within five Business Days after the end of each Financial Year) shall not exceed zero for a period of not less than 5 successive Business Days in each of its Financial Years. Not less than three Months shall elapse between two such periods.

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If before the Specified Time on any Quotation Day:

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

An Ancillary Facility may be by way of:

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with effect from the date agreed by the Company and the Ancillary Lender.

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would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings in full by way of a Facility B Utilisation.

Each Borrower shall procure that:

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Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.

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Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Facility B Commitment is not less than its Ancillary Commitment.

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7). In such a case, Clause 38 ( Amendments and waivers ) will apply.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

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the aggregate amount of the new Facility B Loans shall, unless the relevant Borrower or the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Facility B Loan so that:

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If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

then, unless the Lenders otherwise agree, the Facilities will be immediately cancelled, and all outstanding Loans and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Finance Documents shall become immediately due and payable.

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The Company may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of USD 100,000) of an Available Facility. Any cancellation under this Clause 9.3 shall reduce the Commitments of the Lenders rateably under that Facility.

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The Borrower to which a Facility B Loan has been made may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Facility B Loan (but if in part, being an amount that reduces the Base Currency Amount of the Facility B Loan by a minimum amount of USD 100,000).

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

the Company may, on 5 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 ( Changes to the Lenders ) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 ( Changes to the Lenders ) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.9 ( Pro rata interest settlement )), Break Costs and other amounts payable in relation thereto under the Finance Documents.

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Any prepayment of a Loan (other than a prepayment under Clause 9.1 ( Illegality ) or Clause 9.6 ( Right of cancellation and repayment in relation to a single Lender ) shall be applied pro rata to each Lender’s participation in that Loan.

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SECTION 5

COSTS OF UTILISATION

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

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If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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those Facility A Loans will, unless that Borrower (or the Company on its behalf) specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Facility A Loan on the last day of the Interest Period.

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR then Clause 12.4 ( Cost of funds ) shall apply to that Loan for the relevant Interest Period.

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the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR or, in relation to a Loan in euro, EURIBOR.

If Clause 12.4 ( Cost of funds ) applies the Agent shall, as soon as is practicable, notify the Company.

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The Company shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.

The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

The Company shall pay to the Security Agent (for its own account) a security agent fee in the amount and at the times agreed in a Fee Letter.

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrower of that Ancillary Facility based upon normal market rates and terms.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

“ Borrower DTTP Filing ” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:

“ Protected Party ” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“ Qualifying Lender ” means:

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“ Tax Confirmation ” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

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“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“ Tax Payment ” means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 ( Tax gross-up ) or a payment under Clause 14.3 ( Tax indemnity ).

“ Treaty Lender ” means a Lender which:

“ Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“ UK Non-Bank Lender ” means a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.

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and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above.

and in each case, the Borrower has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.

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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

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the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

If a New Lender or an Increase Lender fails to indicate its status in accordance with this Clause 14.5 then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate or Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 14.5.

The Company shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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supply to the Agent:

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“ Basel III ” means:

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“ Increased Costs ” means:

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document.

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