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Innospec Inc. (Company);

The Subsidiaries of the Company listed in Part 1 (The Original Obligors) of Schedule 1 as original borrowers (together with the Company, Original Borrowers);

The Subsidiaries of the Company listed in Part 1 (The Original Obligors) of Schedule 1 as original guarantors (together with the Company, Original Guarantors);

Barclays Bank PLC, Credit Suisse (Switzerland) Ltd, National Westminster Bank Plc, U.S. Bank National Association and Wells Fargo Bank N.A. as mandated lead arrangers (whether acting individually or together Arranger);

The Financial Institutions listed in Part 2 (The Original Lenders) of Schedule 1 as lenders (Original Lenders);

Wells Fargo Bank N.A. as document co-ordinator (Document Co-ordinator); and

National Westminster Bank Plc as agent of the other Finance Parties (Agent).

Definitions and interpretation

Definitions

the Agent’s spot rate of exchange or

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

the Base Currency Amount of its participation in any outstanding Loans and

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date

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 as described in the EU Bail-In Legislation Schedule from time to time; and

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

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

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

(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

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

marketable direct obligations issued by, or unconditionally guaranteed by, the United Kingdom Government or issued by any agency of either such government and backed by the full faith and credit of the United Kingdom, in each case maturing within one year from the date of acquisition thereof by a member of the Group

commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from Standard and Poor’s Corporation or at least P-1 from Moody’s Investors Service Inc.

certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank having a rating of at least A-1 from Standard and Poor’s Corporation or at least P-1 from Moody’s Investors Service Inc.

any investments in marketable direct obligations of the U.S. government (or any agency thereof) or in obligations fully and unconditionally guaranteed by the U.S. government (or any agency thereof), in each case maturing within one year from the date of acquisition thereof by a member of the Group and

investments in money market funds which invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above

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

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 (Accordion Facility)

any member of the Group or any of its advisers or

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

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 36 (Confidential Information) or

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

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 Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality and

any Funding Rate

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

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:

from performing its payment obligations under the Finance Documents or

from communicating with other Parties in accordance with the terms of the Finance Documents

during the most recently ended financial year of the Group was dormant within the meaning of section 1169 of the Companies Act 2006 (which, for the purposes of this definition, shall be deemed to apply to any body corporate, wherever incorporated)

has not entered into any significant accounting transaction (for the purposes of that section) since the end of that financial year and

does not own assets with an aggregate realisable value greater than $50,000 (or its equivalent in other currencies) and has no material liabilities

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

as otherwise determined pursuant to clause 11.1 (Unavailability of Screen Rate)

sections 1471 to 1474 of the Code or any associated regulations

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

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

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 U.S.), 1 July 2014 or

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

moneys borrowed

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

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

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above

all members of the Group

any person in which any Group member has (or members of the Group together have) an interest of more than 25% in the issued share capital or equivalent ownership interest of such person

the jurisdiction of incorporation of each person within (a) and (b) above and

that all members of the Group are wholly owned Subsidiaries of the Company or, if any members of the Group are not wholly owned Subsidiaries of the Company, specifying the percentage shareholding or other economic interest which the Company (directly or indirectly) holds in such members of the Group

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

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

any Obligor incorporated in Italy or

any Obligor having its registered office in Italy

a bank or financial institution duly authorised or licensed to carry out banking or lending activity within the territory of Italy pursuant to Italian Legislative Decree No. 385 of 1 September, 1993 that is tax resident in Italy pursuant to Article 73 of the Italian Presidential Decree No. 917 of 22 December 1986 and, for the purpose of any Finance Documents does not act through a permanent establishment located outside the Republic of Italy

a permanent establishment (“stabile organizzazione”) in the Republic of Italy of a non-Italian resident bank or financial institution that is duly authorised or licensed to carry out banking activity in Italy for which any payment received under the Finance Documents is business income (“reddito di impresa”) pursuant to Articles 81, 151 and 152, paragraph 1, of Italian Presidential Decree No. 917 of 22 December 1986

a securitisation company incorporated under Italian Law No. 130 of 30 April 1999 that is duly authorised or licensed to carry out lending activity within the territory of Italy

any entity which, under article 26, paragraph 5-bis, of Italian Presidential Decree No. 600 of 29 September 1973, is entitled to receive interest payments deriving from Italy without the application of any Tax Deduction or

an Italian Treaty Lender

is treated as a resident of an Italian Treaty State for the purposes of the Italian Treaty

does not carry on a business in Italy through a permanent establishment with which that Loan is effectively connected and

fulfils any other conditions which must be fulfilled under the relevant Italian Treaty in order to benefit from full exemption from Tax imposed by Italy on interest payments, subject to the completion of any necessary procedural formalities

the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court

the limitation on enforcement as a result of laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors generally

the time-barring of claims under the Limitation Acts

rules against penalties and similar principles and

any other qualifications or reservations as to matters of law only contained in the legal opinions referred to in Part 1 of Schedule 2 (Conditions Precedent) or any other written legal opinion obtained by the Agent from its legal advisers under the terms of the Finance Documents

any Original Lender and

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 2.2 (Accordion Facility) or clause 24 (Changes to the Lenders)

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

as otherwise determined pursuant to clause 11.1 (Unavailability of Screen Rate)

one officer and

any one of the following:

the chief financial officer

the head of treasury or

the company secretary

which is materially adverse to:

the assets, operations or financial condition of the Group (taken as a whole) or

the ability of the Obligors (taken as a whole) to perform in a timely manner any of their material obligations (including without limitation their payment obligations and their obligations under clause 21 (Financial covenants)) under any of the Finance Documents or

which results in any of the rights or obligations arising under the Finance Documents not being legal, valid and binding on and (subject to the Legal Reservations) enforceable against any party thereto (other than a Finance Party),

each Obligor

any other Subsidiary of the Company which is not a Joint Venture:

whose gross assets account for more than 5% of the consolidated gross assets of the Group or

whose EBITDA (Subsidiary EBITDA) accounts for more than 5% of the consolidated EBITDA of the Group,

be made in accordance with U.S. GAAP

in the case of a company which itself has Subsidiaries, be made by using the consolidated Subsidiary EBITDA or consolidated gross assets, as the case may be, of it and its Subsidiaries and

be determined by reference to:

the latest accounts of the relevant company used for the purposes of the then latest audited annual financial statements of the Group delivered by the Company under clause 20.1 (Financial statements) or

if the relevant company becomes a Subsidiary of the Company after the end of the financial year to which those latest audited annual financial statements of the Group relate, the latest accounts of that Subsidiary and

Subsidiary EBITDA shall be calculated on the same basis as EBITDA in clause 21.1 (Financial definitions) but adjusted so that references to the Group are references to the relevant Subsidiary and its Subsidiaries or

any Subsidiary of the Company to which has been transferred (whether by one transaction or a series of transactions, related or not) the whole or substantially the whole of the assets of a Subsidiary of the Company which immediately prior to those transactions was a Material Group Company

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

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

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

in relation to the Company, the audited consolidated financial statements of the Group for the financial year ended 31 December 2018

in relation to each Original Obligor other than the Company:

in connection with each U.S. Obligor, its unaudited financial statements and

in connection with each other Obligor, its audited financial statements

in relation to the Group, the 10-Q filing in respect of the period ending 30 June 2019

acquisitions by a member of the Group of any shares or partnership interests in entities which are at the date of this Agreement (and which at the relevant time remain) its Subsidiaries or in any Subsidiary formed after the date of this Agreement;

any acquisition by a member of the Group pursuant to a disposal permitted under paragraph (c) of Permitted Disposal and any acquisition from net disposal proceeds as contemplated by paragraph (f) of Permitted Disposal;

a Permitted Transaction;

to the extent permitted by clause 22.15(c) (Joint Ventures and Minority Investments), an investment in a Joint Venture or Minority Investment and

any other acquisition of any business, assets or shares where such acquisition satisfies the following criteria:

at the time of such acquisition no Event of Default is continuing or would occur as a result of such acquisition

if it is an acquisition of a business or assets (other than shares), such business (or the business for which such assets are to be used) is similar to or connected with (or related to the development of) the Business

if it is an acquisition of shares, such shares are in a limited liability company which will, upon such acquisition, become a Subsidiary of the Company

the business, assets or shares being acquired have generated positive earnings before interest tax, depreciation and amortisation for a period of 12 months before the acquisition is due to become effective and

the total consideration (both cash and non-cash, including the amount of indebtedness assumed by the purchaser or any other member of the Group, the amount of indebtedness remaining in the assets acquired and the amount of any deferred purchase price) for such acquisition when aggregated with:

all acquisitions which have been made pursuant to this paragraph (e)

the amount of loans or credit given pursuant to clause 22.7(d) (Loans) and

the amount of investments in Joint Ventures or Minority Investments made pursuant to clause 22.15(c) (Joint Ventures and Minority Investments)

of assets (other than the shares in any Obligor) made in the ordinary course of trading of the disposing entity

of assets (other than the shares in any Obligor) in exchange for other assets comparable or superior as to type and quality

of assets (other than the shares in any Obligor) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the Business

which is a Permitted Transaction

of assets (other than the shares in any Obligor) where the net disposal proceeds of such assets are reinvested (by the member of the Group making such a disposal) in other assets of a similar nature and value

leases of assets (including real estate) which are not (in the reasonable opinion of the member of the Group granting such lease) required for the efficient running of its business on arm’s length terms to third parties and the term of such lease is not more than six years (or if it is more than six years is capable of being terminated at the option of the lessor at least every six years during its term)

of assets (other than the shares in any Obligor) to Joint Ventures or Minority Investments to the extent permitted pursuant to clause 22.15(c) (Joint Ventures and Minority Interests)

of receivables disposed of in connection with a Permitted Factoring and Sale and Leaseback or

of assets (other than the shares in any Obligor) where the aggregate fair market value of the assets so sold, leased, transferred or otherwise disposed of by members of the Group (which are not permitted to be disposed of pursuant to paragraphs (a) to (d) above) in any financial year of the Company does not exceed $40,000,000 (or its equivalent in other currencies) or

to which the Majority Lenders have given their prior written consent

asset in the ordinary course of trading on terms whereby such asset is or may be leased to or re-acquired or acquired by a member of the Group or

receivable where:

the receivable has been fully written off in the accounts of the relevant member of the Group in accordance with U.S. GAAP or UK GAAP (as applicable) or

the consideration for such receivables is less than $10,000,000 (or its equivalent in other currencies) in aggregate outstanding at any time during the term of the Facility and such sale or disposal is without any general right of recourse to any Obligor

incurred under unsecured settlement facilities (including, without limitation, electronic banking systems, international payments, daylight exposure and UK three day settlement facilities) entered into by any member of the Group in the ordinary course of its business to enable it to effect its payment obligations

to the extent it is applied immediately following being incurred in repayment and cancellation of Financial Indebtedness outstanding and then only to the extent that such Financial Indebtedness does not exceed such outstanding Financial Indebtedness to which it is being applied in repayment thereof

arising under a loan or credit permitted pursuant to clause 22.7(b) (Loans) and 22.7(c) (Loans) and

any Financial Indebtedness not falling within paragraphs (a) to (c) (inclusive) above, the aggregate principal amount of which, for the Group taken as a whole, does not at any time exceed $100,000,000 (or its equivalent in other currencies). For the purpose of determining whether the monetary limit in this paragraph (d) has been exceeded any guarantee, indemnity or counter-indemnity obligation in respect of Financial Indebtedness falling within this paragraph (d) shall not be double-counted

any transaction arising under the Finance Documents or otherwise entered into with a Lender

the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group

transactions entered into between Obligors or between non-Obligors or by a non-Obligor where the benefit of the transaction is in favour of an Obligor provided that the transaction does not adversely affect the interests of such Obligor or

transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms

any transaction to which the Majority Lenders have given their prior written consent

(if the currency is sterling) the first day of that period

(if the currency is euro) 2 TARGET Days before the first day of that period or

(for any other currency), 2 Business Days before the first day of that period

formally designated, nominated or recommended as the replacement for a Screen Rate by:

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate) or

any Relevant Nominating Body

in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate or

in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Screen Rate

listed on, or owned or controlled by a person listed on, a Sanctions List, or a person acting on behalf of such a person

located in or organised under the laws of a country or territory that is the subject of country-wide or territory-wide Sanctions, or a person who is owned or controlled by, or acting on behalf of such a person or

otherwise a subject of Sanctions

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

the aggregate amount of which is equal to or less than the amount of the maturing Loan

in the same currency as the maturing Loan (unless it arose as a result of the operation of clause 6.2 (Unavailability of a currency)) and

made or to be made to the same Borrower for the purpose of refinancing that maturing Loan

the Security Council of the United Nations

the United States of America

the European Union (and any of its member states)

the United Kingdom of Great Britain and Northern Ireland

Switzerland or

the governments and official institutions or agencies of any of paragraphs (a) to (e) above, including OFAC, the US Department of State and Her Majesty’s Treasury

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)

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)

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Obligors materially changed;

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent or

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued or

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used or

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors) temporary or

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the period opposite that Screen Rate in Schedule 12 (Screen Rate contingency periods) or

in the opinion of the Majority Lenders and the Obligors, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement

a subsidiary within the meaning of section 1159 of the Companies Act 2006 or

a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 or

whether or not falling within paragraphs (a) or (b) above, in relation to any company or corporation, a company or corporation:

which is controlled, directly or indirectly, by the first mentioned company or corporation

more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation

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

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

a Guarantor formed in the U.S.

the Company, Bachman Services, Inc., Innospec Active Chemicals LLC, Innospec Fuel Specialties LLC, Innospec Oilfield Chemicals LLC and Independence Oilfield Chemicals LLC or

a Guarantor that is not an Obligor as at the date of this Agreement and is not formed in the U.S. but is treated, for U.S. federal income tax purposes, as a fiscally transparent branch or partnership owned (directly or indirectly) by the Company, provided that if such Guarantor is owned indirectly by the Company, each owner of such Guarantor between the Guarantor and the Company is similarly treated as a fiscally transparent branch or partnership

a Borrower which is resident for tax purposes in the U.S. or

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

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

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

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

in relation to any other applicable Bail-In Legislation:

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

any similar or analogous powers under that Bail-In Legislation

Construction

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

the Agent, the Arranger, any Finance Party, any Lender, any Obligor or any Party 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;

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

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;

a group of Lenders includes all the Lenders;

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;

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);

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

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

a time of day is a reference to London time.

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.

Clause and Schedule headings are for ease of reference only.

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.

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

Currency symbols and definitions

Third party rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (Third Parties Act) to enforce or to enjoy the benefit of any term of this Agreement.

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.

Italian terms

a winding up, bankruptcy, insolvency, administration, dissolution or the like includes, without limitation, any scioglimento, liquidazione, procedura concorsuale (including fallimento, concordato preventivo, amministrazione straordinaria, liquidazione coatta amministrativa, amministrazione straordinaria delle grandi imprese in stato di insolvenza, misure per la ristrutturazione industriale delle grandi imprese in stato di insolvenza) or any other similar proceedings or legal concepts;

a receiver, administrative receiver, liquidator, commissioner, administrator or the like includes, without limitation, a curatore, commissario giudiziale, commissario straordinario, commissario liquidatore, liquidatore or any other person performing the same function as each of the foregoing;

a step or procedure taken in connection with insolvency proceedings for any person includes, without limitation, that person formally making a proposal to assign its assets pursuant to Article 1977 of the Civil Code (cessione dei beni ai creditori), implementing a piano di risanamento, entering into an accordo di ristrutturazione dei debiti, filing a petition for a concordato preventivo or entering into a similar arrangement for a substantial part of its creditors;

an assignment, arrangement or composition with or for the benefit of its creditors or the like, includes, without limitation, an arrangement pursuant to Article 1977 of the Italian Civil Code (cessione dei beni ai creditori), a piano di risanamento, an accordo di ristrutturazione dei debiti, a concordato preventivo or a similar arrangement for the substantial part of the creditors;

a lease includes, without limitation, a contratto di locazione;

a matured obligation includes, without limitation, any credito liquido ed esigibile; and

a Security or lien is referring to a security or guarantee governed by Italian law includes, without limitation, any pegno, ipoteca, privilegio speciale pursuant to Article 46 of Italian Banking Act, fideiussione, garanzia a prima domanda, cessione del credito in garanzia, and any other garanzia reale or garanzia personale.

Delaware Divisions

The Facility

The Facility

Accordion Facility

The Company may by giving no less than 15 Business Days’ (or such other period as the Lenders may otherwise agree) and not more than 30 Business Days’ prior notice to the Agent request that the Total Commitments be increased (New Commitments) in an aggregate amount of up to $125,000,000 (Maximum Increase Amount).

The Company may, at its discretion and by giving a written notice to the existing Lenders (Increase Invitation) with a copy to the Agent, invite each of the existing Lenders to offer to increase the amount of its existing Commitment by making available the New Commitments pro rata to their existing Commitments as at the date of the Increase Invitation (the date that the Increase Invitation is delivered to the Lenders being the Delivery Date).

No Lender is obliged to agree to increase its Commitment following an Increase Invitation. Each Lender that agrees to increase its Commitment under an Increase Invitation (Consenting Lender) shall notify the Company and the Agent of its agreement by the date falling 20 Business Days (or such other period as the Lenders may otherwise agree) after the relevant Delivery Date.

If a Lender does not offer to increase its Commitment in accordance with the amount requested pursuant to an Increase Invitation (that part of the increase in its Commitment not accepted by any Lender being the Declined New Commitments) on or before the date falling 20 Business Days (or such other period as the Lenders may otherwise agree) after the relevant Delivery Date, the Company may, at its discretion and by giving a written notice to each Consenting Lender (Subsequent Increase Invitation) with a copy to the Agent, offer the Declined New Commitments to each Consenting Lender pro rata to their existing Commitment as at the date of the Increase Invitation (the date that the Subsequent Increase Invitation is delivered to the Lenders being the Subsequent Delivery Date).

No Consenting Lender is obliged to agree to increase its Commitment following a Subsequent Increase Invitation. Each Consenting Lender that agrees to increase its Commitment under a Subsequent Increase Invitation (Subsequent Consenting Lender) shall notify the Company and the Agent of its agreement by the date falling 10 Business Days after the Subsequent Delivery Date. If the increase in the Commitments of the Subsequent Consenting Lenders pursuant to any Subsequent Increase Invitation is, in aggregate, greater than the Declined New Commitments, the

If, after the expiry of the period referred to in clause 2.2(e), any of the Declined New Commitments are not accepted by a Lender (the amount of the Declined New Commitments not being made available by any Lender being the New Commitments Shortfall), then the Company may offer the opportunity to make available New Commitments in an amount not exceeding the New Commitments Shortfall to any bank, financial institution, trust, fund or other entity which is regularly engaged in, or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (which is not a member of the Group and is not a Lender).

The terms applicable to the New Commitments shall be as set out in this Agreement.

No later than the date falling 25 Business Days after the later of the relevant Delivery Date and the relevant Subsequent Delivery Date, the Company shall by notice to the relevant Consenting Lenders, Subsequent Consenting Lenders (if any) and any person who wishes to make available any of the New Commitments Shortfall and is not a member of the Group and is not a Lender (New Commitments Lender) (if any) (together the Accordion Lenders), with a copy to the Agent, advise:

whether the Company has accepted the offer of those Accordion Lenders to increase the amount of their Commitment;

the aggregate amount by which the Total Commitments will be increased (Aggregate Additional Commitments); and

the amount of each Accordion Lender’s share of the Aggregate Additional Commitments (Relevant Additional Commitment).

Subject to the conditions precedent set out in clauses 2.2(j) and 2.2(k) below being satisfied, on (i) the last day of the shortest Interest Period in which those conditions precedent are satisfied or (ii) such earlier date as may be agreed between the Company, the Accordion Lenders and the Agent (Increase Date):

each of the Obligors and any New Commitments Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the New Commitments Lender would have assumed and/or acquired had the New Commitments Lender been an Original Lender;

any New Commitments Lender shall become a Party as a Lender and the New Commitments Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that New Commitments Lender and those Finance Parties would have assumed and/or acquired had the New Commitments Lender been an Original Lender;

the Total Commitments will be increased by the amount of the Aggregate Additional Commitments;

the Commitment of each Accordion Lender will be increased by the amount of its Relevant Additional Commitment;

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

in respect of any new Loans made available on the Increase Date, each Lender’s participation in each Loan will be equal to the proportion borne by its Commitment (as increased in accordance with clause 2.2(i)(iv)) to the Total Commitments (as so increased).

An increase in the Total Commitments will only be effective:

on the execution by the Agent of an Increase Confirmation from each Accordion Lender for the purpose of that increase;

in relation to a New Commitments Lender:

upon the performance by the Agent of all necessary “know your customer” or other similar checks under applicable laws and regulations in relation to the assumption of the increased Commitments by the New Commitments Lender, the completion of which the Agent shall promptly notify to the Company and the New Commitments Lender;

once such New Commitments Lender has acceded to this Agreement by delivering a duly completed and executed Increase Confirmation to the Agent; and

provided that the arrangement fees to be applied by that New Commitments Lender to the New Commitments Shortfall to be made available by it shall not exceed those agreed by or offered to the existing Lenders with respect to the New Commitments (except as otherwise agreed by the Company and the existing Lenders);

upon each Accordion Lender obtaining credit committee approval (if required);

provided the aggregate of the Aggregate Additional Commitments and any increase in the Total Commitments which has come into effect before the relevant Increase Date do not exceed the Maximum Increase Amount;

on the date on which the increase takes effect, payment by the New Commitments Lender (if there is one) to the Agent (for its own account) of a fee in an amount equal to the fee which would be payable under clause 24.3 (Assignment or transfer fee) if the increase in Commitments was a transfer under clause 24.1 (Assignments and transfers by the Lenders) and if the New Commitments Lender was a New Lender; and

if the Agent confirms to the Company and the Lenders that it has received the following in form and substance satisfactory to it (acting on the instructions of the Majority Lenders) on or before the date falling 10 Business Days after the date the Company has notified the relevant Accordion Lenders that it accepts the offer to increase Commitments and the amount of those Commitments, in accordance with clause 2.2(h) respectively:

any acquisition documents relating to a Permitted Acquisition if the relevant increase in the Commitments is requested for the purpose of an acquisition;

evidence, including a director’s certificate from the Company confirming, that, if it would be required following the relevant Permitted Acquisition, any corporate entity to be acquired will become an Additional Guarantor in accordance with the terms of this Agreement within three months of completion of the applicable Permitted Acquisition; and

(if the Agent (acting on the instructions of the Majority Lenders) so requires) any relevant legal or other due diligence in respect of the relevant Permitted Acquisition.

The Company may not seek to increase the Total Commitments or exercise any of its rights under this clause 2.2 at any time when a Default is continuing.

Only two increases in the Total Commitments are permitted.

Each Party shall co-operate to ensure that, on and following the Increase Date, the proportion of the aggregate amount of all Loans which each Lender holds is the same as the proportion which the Commitment of each Lender at such time bears to the Total Commitments.

The Company must pay to each Accordion Lender for the relevant increase in Total Commitments a fee in the amount and at the times agreed between the Company and the Agent in a Fee Letter. A reference in this Agreement to a Fee Letter shall include any letter referred to in this clause 2.2(n).

Clause 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 2.2 in relation to a New Commitments Lender as if references in that clause to:

an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

the New Lender were references to the New Commitments Lender; and

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

The Agent shall notify all Parties of:

the Increase Date;

the amount of the New Commitments being made available by each Lender; and

the identity of any New Commitments Lender.

The Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with the terms of this clause 2.2) without the consent of any Lender other than the applicable Accordion Lender.

Finance Parties’ rights and obligations

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.

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 clause 2.3(c). The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

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

Purpose

Purpose

refinancing existing indebtedness of the Group and the payment of any fees or expenses, legal or otherwise, incurred in connection with such refinancing;

funding Permitted Acquisitions and costs, fees and expenses incurred in relation thereto; and

the general corporate and working capital purposes of the Group, including funding capital expenditure and share buy-backs.

Monitoring

Conditions of utilisation

Initial conditions precedent

No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part 1 (Conditions Precedent to Initial Utilisation) of Schedule 2 in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

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 clause 4.1(a), 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.

Further conditions precedent

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

the Repeating Representations to be made by each Obligor are true in all material respects.

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Loan if it is sterling or euro or (in the case of any other currency) if:

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 Loan; and

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

If the Agent has received a written request from the Company for a currency to be approved under clause 4.3(a)(ii), the Agent will confirm to the Company by the Specified Time:

whether or not the Lenders have granted their approval; and

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

Maximum number of Loans

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation, more than 15 Loans would be outstanding.

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

Utilisation

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

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

the currency and amount of the Utilisation comply with clause 5.3; and

the proposed Interest Period complies with clause 10 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

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

The amount of the proposed Loan must be:

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

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

if the currency selected is an Optional Currency other than sterling or euro, the minimum amount (and, if required, integral multiple) specified by the Agent pursuant to clause 4.3(b)(ii) (Conditions relating to Optional Currencies) or, if less, the Available Facility; and

in any event such that its Base Currency Amount is less than or equal to the Available Facility.

Lenders’ participation

If the conditions set out in this Agreement have been met and subject to clause 7.1 (Repayment of Loans) each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with clause 29.1 (Payments to the Agent), in each case by the Specified Time.

Cancellation of Commitment

Optional currencies

Selection of currency

Unavailability of a currency

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

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

Participation in a Loan

Repayment

Repayment of Loans

Each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

Without prejudice to each Borrower’s obligation under clause 7.1(a), if:

one or more Loans are to be made available to a Borrower:

on the same day that a maturing Loan is due to be repaid by that Borrower;

in the same currency as the maturing Loan (unless it arose as a result of the operation of clause 6.2 (Unavailability of a currency)); and

in whole or in part for the purpose of refinancing the maturing Loan; and

the proportion borne by each Lender’s participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those new Loans, the aggregate amount of the new Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

the relevant Borrower will only be required to make a payment under clause 29.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

each Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan and that Lender will not be required to make a payment under clause 29.1 (Payments to the Agent) in respect of its participation in the new Loans; and

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

the relevant Borrower will not be required to make a payment under clause 29.1 (Payments to the Agent); and

each Lender will be required to make a payment under clause 29.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.

Extension of Termination Date

The Company may notify the Agent, by delivering a duly completed Extension Request not less than 30 days and not more than 60 days before the first anniversary of the date of this Agreement, that it wishes to extend the Termination Date (such request being the exercise of the Extension Option) to the date falling 5 years after the date of this Agreement.

As soon as practicable after receiving the Extension Request, the Agent shall notify the Lenders of the same and shall request that each Lender promptly, and in any event not later than the date falling 21 days after the date of the Extension Request, notify the Agent whether that Lender is willing to extend the Termination Date.

If:

a Lender notifies the Agent that it is willing to extend the Termination Date, then the Termination Date relating to that Lender’s Commitment shall be extended and shall be deemed to be the date specified in the Extension Request;

a Lender notifies the Agent that it is not willing to extend the Termination Date (or fails to respond to the Agent within the 21 day period), then the Termination Date relating to that Lender’s Commitment shall not be extended and shall continue to be the date falling four years after the date of this Agreement.

The Agent shall promptly notify the Company upon the Agent’s receipt of each Lender’s response to the proposed extension of the Termination Date pursuant to this clause 7.2(a).

If the Termination Date relating to a Lender’s Commitment is extended pursuant to clause 7.2(c)(i), the commitment fee payable in accordance with clause 12.1 (Commitment fee) shall apply to that Lender’s Commitment until the extended Termination Date.

The Company may agree an extension fee in connection with the Extension Option. Any extension fee shall be payable to each Extension Lender in the amount and at the times agreed between the Company and each Extension Lender (and each Extension Lender shall be paid the same fee at the same time).

Any Lender that does not agree to the Extension Option (or fails to respond to the Agent within the 21 day period) shall not be deemed to be a non-Consenting Lender by reason of such refusal (or failure to respond).

Each Extension Request is irrevocable.

Prepayment and cancellation

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to clause 8.5(d) (Right of replacement or repayment and cancellation in relation to a single Lender), each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participations repaid.

Change of control

If any person or group of persons acting in concert gains control of the Company (a Change of Control):

the Company shall promptly notify the Agent upon becoming aware of that event;

a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan);

if the Company so requires, the Parties shall enter into good faith consultations with a view to determining whether and on what terms the Facility can continue to remain outstanding and be provided;

if no agreement between the Lenders and the Company is reached within 30 days of the Change of Control occurring as to the terms on which the Facility can continue to remain outstanding and be provided and if a Lender so requires, the Agent shall cancel that Lender’s Commitment under the Facility and declare that Lender’s participation in the outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents owing to that Lender immediately due and payable, whereupon that Lender’s Commitment under the Facility will be cancelled and all such outstanding amounts owing to that Lender will become immediately due and payable.

For the purpose of clause 8.2(a) control means:

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Company;

appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

give directions with respect to the operating and financial policies of the Company which the directors or other equivalent officers of the Company are obliged to comply with; or

the holding of more than one-half of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

For the purpose of clause 8.2(a) acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Company, to obtain or consolidate control of the Company.

Voluntary cancellation

Voluntary prepayment of Loans

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under clause 13.2(c) (Tax gross-up); or

any Lender claims indemnification from the Company under clause 13.3 (Tax indemnity) or clause 14.1 (Increased costs),

On receipt of a notice of cancellation referred to in clause 8.5(a), the Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Company has given notice of cancellation under clause 8.5(a) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

If:

any of the circumstances set out in clause 8.5(a) apply to a Lender; or

an Obligor becomes obliged to pay any amount in accordance with clause 8.1 to any Lender,

The replacement of a Lender pursuant to clause 8.5(d) shall be subject to the following conditions:

the Company shall have no right to replace the Agent;

neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

in no event shall the Lender replaced under clause 8.5(d) be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

the Lender shall only be obliged to transfer its rights and obligations pursuant to clause 8.5(d) once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

A Lender shall perform the checks described in clause 8.5(e)(iv) as soon as reasonably practicable following delivery of a notice referred to in clause 8.5(d) and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Restrictions

Any notice of cancellation or prepayment given by any Party under this clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

Subject to clause 2.2 (Accordion Facility), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this clause 8 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of clause 4.2 (Further conditions precedent)), an amount of that Lender’s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

Interest

Calculation of interest

Margin; and

LIBOR or, in relation to any Loan in euro, EURIBOR.

Payment of interest

Margin adjustments

In this clause:

The initial Margin is 1.05% per annum.

The Margin will be calculated by reference to the table below and the information set out in the relevant Compliance Certificate:

Any change in the Margin will, subject to clauses 9.3(e) and 9.3(f) below, apply to each Loan on the earlier of

the date that is 5 Business Days after the date of receipt by the Agent of the relevant Compliance Certificate or,

if the relevant Compliance Certificate is not delivered on time, on the last date on which that Compliance Certificate should have been delivered pursuant to clause 20.2(a) (Compliance Certificate) of this Agreement.

For so long as an Event of Default is continuing, or a Compliance Certificate relating to financial statements for a Relevant Period has not been delivered by the Company within the applicable period and remains outstanding, the Margin will be the highest applicable rate, being 2.30% per annum.

If the Margin has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the subsequent financial statements of the Group, the Margin will instead be calculated by reference to the subsequent financial statements of the Group. If, in this event, any amount of interest has been paid by a Borrower on the basis of the Compliance Certificate, that Borrower must immediately on demand pay to the Agent any shortfall in the amount which would have been paid to the Lenders if the Margin had been calculated by reference to the subsequent financial statements.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 9.4(b) below, is 1% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this clause 9.3 shall be immediately payable by the Obligor on demand by the Agent.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be 1% per annum higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.

Interest Periods

Selection of Interest Periods

A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this clause 10, a Borrower (or the Obligor’s Agent) may select an Interest Period of one, three or six Months or of any other period agreed between the Obligor’s Agent, the Agent and all the Lenders.

An Interest Period for a Loan shall not extend beyond the Termination Date.

Each Interest Period for a Loan shall start on the Utilisation Date.

A Loan has one Interest Period only.

Non-Business Days

Changes to the calculation of interest

Unavailability of Screen Rate

Interpolated Screen Rate: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for the Interest Period of a Loan, the applicable LIBOR or EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

Cost of funds: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for:

the currency of a Loan; or

the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

Market disruption

Cost of funds

If this clause 11.3 applies, the rate of interest on the relevant Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event within 2 Business Days of the first day of that Interest Period (or, if earlier, on the date falling 5 Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this clause 11.3 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to clause 11.3(b) shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

If this clause 11.3 applies pursuant to clause 11.2 and:

a Lender’s Funding Rate is less than LIBOR or, in relation to any Loan in euro, EURIBOR; or

a Lender does not supply a quotation by the time specified in clause 11.3(a)(ii),

Notification to Company

Break Costs

Each Borrower shall, within 3 Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

Fees

Commitment fee

The Company shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of 35% of the applicable Margin per annum on that Lender’s Available Commitment for the Availability Period.

The accrued commitment fee is payable on the last day of each successive period of 3 Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Arrangement fee

Agency fee

Document Co-ordination fee

Tax gross up and indemnities

Definitions

In this Agreement:

where it relates to a Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Part 2 (The Original Lenders)) of Schedule 1 and

where the Borrower is an Original Borrower, is filed with HM Revenue & Customs within 30 days of the date of this Agreement or

where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower or

where it relates to a Treaty Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executed on becoming a Party as a Lender, and

where the Borrower is a Borrower as at the date on which that Treaty Lender becomes a Party as a Lender, is filed with HM Revenue & Customs within 30 days of that date or

where the Borrower is not a Borrower as at the date on which that Treaty Lender becomes a Party as a Lender, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a Lender:

which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA or

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or

a Lender which is:

a company resident in the United Kingdom for United Kingdom tax purposes

a partnership each member of which is:

a company so resident in the United Kingdom or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company or

a Treaty Lender or

in respect of a payment that is treated under the Internal Revenue Code as U.S. source interest in connection with this Agreement, a Lender which is:

a U.S. person within the meaning of section 7701(a)(30) of the Internal Revenue Code, provided such Lender timely has delivered to the Agent for transmission to the Obligor making such payment two original copies of IRS Form W-9 (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its status as a “U.S. person”

a Treaty Lender with respect to the United States of America that is entitled to receive payments under the Finance Documents without deduction or withholding of any U.S. federal income Taxes, provided such Lender timely has delivered to the Agent for transmission to the Obligor making such payment two original copies of IRS Form W-8BEN-E (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its entitlement to receive such payments without any such deduction or withholding under a double taxation treaty

entitled to receive such payments without deduction or withholding of any U.S. federal income Taxes under the “portfolio interest” exemption under section 881(c) of the Internal Revenue Code, provided such Lender timely has delivered to the Agent for transmission to the Obligor making such payment two original copies of IRS Form W-8BEN-E (or any successor form), as applicable, either directly or under cover of IRS Form W-8IMY (or any successor form) claiming exemption from withholding in respect of such payments under the portfolio interest exemption, along with a statement validly certifying that such Lender (A) is not a “bank” for purposes of section 881(c)(3)(A) of the Internal Revenue Code and (B) is not a “10 percent shareholder” of the relevant Obligor within the meaning of section 881(c)(3)(B) of the Internal Revenue Code or

otherwise entitled to receive payments under the Finance Documents without deduction or withholding of any U.S. federal income Taxes either as a result of such payments being effectively connected with the conduct by such Lender of a trade or business within the U.S. or under another applicable exemption, provided such Lender timely has delivered to the Agent for transmission to the Obligor making such payment two original copies of either (1) IRS Form W 8ECI (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying that the payments made pursuant to the Finance Documents are effectively connected with the conduct by that Lender of a trade or business within the U.S. or (2) such other applicable form prescribed by the IRS certifying as to such Lender’s entitlement to exemption from U.S. withholding tax with respect to all payments to be made to such Lender under the Finance Documents

in respect of a payment by an Obligor incorporated other than in the United Kingdom or the United States of America, any Lender

a company resident in the United Kingdom for United Kingdom tax purposes

a partnership each member of which is:

a company so resident in the United Kingdom or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company

an Original Lender listed in part 2 (The Original Lenders) of Schedule 1 which is a UK Non-Bank Lender and

a Lender which is not an Original Lender and which gives a Tax Confirmation in the documentation which it executes on becoming a Party as a Lender

Unless a contrary indication appears, in this clause 13 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

A payment shall not be increased under clause 13.2(c) by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender; and:

an officer of HM Revenue & Customs has given (and not revoked) a direction (Direction) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:

the relevant Lender has not given a Tax Confirmation to the Company; and

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under clause 13.2(h) or 13.2(i) as applicable.

A payment shall not be increased under clause 13.2(c) by reason of a Tax Deduction on account of U.S. federal income Tax, if on the date on which the payment falls due the payment could have been made to the relevant Lender without such Tax Deduction if the Lender had been a Qualifying Lender described in paragraph (ii) of the definition of Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender described in paragraph (ii) of the definition of Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or published concession of any relevant taxing authority.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Subject to clause 13.2(h)(ii), a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

A Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 (The Original Lenders) of Schedule 1; and

a Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause 13.2(h)(ii) and:

a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,

If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with clause 13.2(h)(ii), no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment or its participation in any Loan unless the Lender otherwise agrees.

A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

A UK Non-Bank Lender which is an Original Lender gives a Tax Confirmation to the Company by entering into this Agreement.

A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation.

Tax indemnity

The Company shall (within 3 Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Clause 13.3(a) shall not apply:

with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost:

is compensated for by an increased payment under clause 13.2;

would have been compensated for by an increased payment under clause 13.2 but was not so compensated solely because one of the exclusions in clause 13.2(d) applied; or

relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under clause 13.3(a) shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

A Protected Party shall, on receiving a payment from an Obligor under this clause 13.3, notify the Agent.

Tax Credit

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

that Finance Party has obtained and utilised that Tax Credit,

Lender status confirmation

not a Qualifying Lender;

a Qualifying Lender (other than a Treaty Lender); or

a Treaty Lender.

Stamp taxes

VAT

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, accordingly, subject to clause 13.7(b), if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (Supplier) to any other Finance Party (Recipient) under a Finance Document, and any Party other than the Recipient (Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this clause 13.7(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this clause 13.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

FATCA information

Subject to clause 13.8(c), each Party shall, within 10 Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to clause 13.8(a)(i) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Clause 13.8(a) shall not oblige any Finance Party to do anything, and clause 13.8(a)(iii) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with clause 13.8(a)(i) or 13.8(a)(ii) (including, for the avoidance of doubt, where clause 13.8(c) applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

If a Borrower is a U.S. Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 Business Days of:

where an Original Borrower is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

where a Borrower is a U.S. Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;

the date a new U.S. Tax Obligor accedes as a Borrower; or

where a Borrower is not a U.S. Tax Obligor, the date of a request from the Agent,

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to clause 13.8(e) to the relevant Borrower.

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to clause 13.8(e) is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to clause 13.8(e) or 13.8(g) without further verification. The Agent shall not be liable for any action taken by it under or in connection with clauses 13.8(e), 13.8(f) or 13.8(g).

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent and the Agent shall notify the other Finance Parties.

Increased costs

Increased costs

Subject to clause 14.3 the Obligor’s Agent shall, within 3 Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

compliance with any law or regulation; or

the implementation or application of, or compliance with, Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, the Lender or any of its Affiliates),

In this Agreement Increased Costs means:

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased cost claims

A Finance Party intending to make a claim pursuant to clause 14.1 shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 14.1 does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by clause 13.3 (Tax indemnity) (or would have been compensated for under clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 13.3(b) (Tax indemnity) applied);

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (Basel II) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, the Lender or any of its Affiliates).

In this clause 14.3:

a reference to a Tax Deduction has the same meaning given to the term in clause 13.1 (Definitions); and

Basel III means:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.”

Other indemnities

Currency indemnity

If any sum due from an Obligor under the Finance Documents (Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (First Currency) in which that Sum is payable into another currency (Second Currency) for the purpose of:

making or filing a claim or proof against that Obligor;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of clause 28 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

Indemnity to the Agent

investigating any event which it reasonably believes is a Default;

entering into or performing any foreign exchange contract for the purposes of clause 6 (Optional currencies);

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

Limitation on indemnities

Mitigation by the Lenders

Mitigation

Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 8.1 (Illegality), clause 13 (Tax gross up and indemnities) or clause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Clause 16.1(a) does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Borrowers shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause 16.1.

A Finance Party is not obliged to take any steps under clause 16.1 if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Costs and expenses

Transaction expenses

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

Amendment costs

an Obligor requests an amendment, waiver or consent; or

an amendment is required pursuant to clause 29.9 (Change of currency),

Enforcement costs

Guarantee and indemnity

Guarantee and indemnity

Each Guarantor (other than a U.S. Guarantor) irrevocably and unconditionally, jointly and severally:

guarantees to each Finance Party punctual performance by each Borrower (other than a U.S. Borrower) of all that Borrower’s obligations under the Finance Documents;

undertakes with each Finance Party that whenever a Borrower (other than a U.S. Borrower) does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this clause 18.1(a) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Each U.S. Guarantor irrevocably and unconditionally, jointly and severally:

guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;

undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that U.S. Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this clause 18.1(b) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Continuing guarantee

Reinstatement

Waiver of defences

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Guarantor Intent

Immediate recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this clause 18.

Deferral of Guarantors’ rights

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under clause 18.1;

to exercise any right of set-off against any Obligor; and/or

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

Release of Guarantors’ right of contribution

that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

Additional security

Guarantee limitation - U.S.

Each U.S. Guarantor represents and warrants to each Finance Party that:

the fair saleable value of each U.S. Obligor’s assets exceeds the total amount of liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, in each case valued at the probable liability of such U.S. Obligor with respect thereto) of such U.S. Obligor on a consolidated basis as they become absolute and mature;

the present fair saleable value of the assets of each U.S. Obligor is not less than the amount that will be required to pay its probable liabilities as they become absolute and matured;

each U.S. Obligor will be able to realize upon its assets and will have sufficient cash flow from operations to enable it to pay its debts, other liabilities and contingent obligations as they mature in the ordinary course of its business; and

each U.S. Obligor does not have unreasonably small capital with which to engage in its anticipated businesses.

Each representation and warranty in this clause 18.11(b):

is made by each U.S. Guarantor on the date of this Agreement;

is deemed to be repeated by:

each Additional Guarantor on the date that Additional Guarantor becomes a U.S. Guarantor; and

each U.S. Guarantor on the date of each Utilisation Request; and

Notwithstanding any term or provision of this clause 18 or any other term in this Agreement or any Finance Document, if any U.S. federal or state fraudulent conveyance laws are determined by a court of competent jurisdiction to be applicable to the obligations of a U.S. Guarantor hereunder, such U.S. Guarantor’s obligations hereunder shall be limited to the maximum aggregate amount of the obligations that would not render such U.S. Guarantor’s obligations subject to avoidance under applicable U.S. federal or state fraudulent conveyance laws.

Guarantee limitation – Italy

Notwithstanding any other provisions to the contrary in this Agreement, the obligations of any Italian Obligor under this clause 18 in respect of the obligations of any Obligor which is not a subsidiary (pursuant to article 2359 of the Italian Civil Code) of such Italian Obligor shall not exceed, at any time, an amount equal to the aggregate principal amount of any intercompany loans or other financial support in any form (including for the avoidance of doubt, documentary credit and other items constituting Financial Indebtedness but excluding any equity (Capitale and riserve), advanced (or granted) to such Italian Obligor (or any of its direct or indirect subsidiaries pursuant to article 2359 of the Italian Civil Code), directly or indirectly, by any Obligor on or after the date of this Agreement as resulting from time to time from the latest financial statements duly approved by the shareholders meeting of such Italian Obligor and/or any of its direct or indirect subsidiaries, as the case may be, provided that in order to comply with the provisions of Italian law in relation to financial assistance (including article 2358 and/or article 2474, as applicable, of the Italian Civil Code), no Obligor incorporated under the laws of Italy shall be liable as a Guarantor under this Agreement in relation to:

the obligations of any Obligor, as Borrower or as Guarantor in respect of any proceeds which is used or intended to be used, directly or indirectly, to finance the acquisition of such Italian Obligor (or any of its direct or indirect holding companies) or the subscription of any shares of such Italian Obligor (or any of its direct or indirect holding companies) (or to refinance any existing indebtedness incurred for such purposes);

the obligations of any Obligor under any guarantee given by such Obligor under this clause 18 in respect of the obligations referred to in paragraph (i) above.

Notwithstanding any provision to the contrary herein and/or in any Finance Documents, in order to comply with the mandatory provisions of Italian law in relation to (i) maximum interest rates (including Law No. 108 of 7 March 1996 (as amended and/or restated from time to time, the Italian Usury Law) and article 1815 of the Italian Civil Code) and (ii) capitalisation of interests (including article 1283 of the Italian Civil Code and article 120 of the Italian Banking Law), the obligations of any Italian Obligor under this clause 18 shall not include and shall not extend to (A) any interest qualifying as usurious pursuant the Italian Usury Law and (B) any interest on overdue amounts compounded in violation of the provisions set forth by article 1283 of the Italian Civil Code and/or article 120 of the Italian Banking Law, respectively.

For the avoidance of doubt, any payment made by an Italian Guarantor, in its capacity as guarantor under or in connection with this Agreement and the other Finance Documents, shall automatically reduce pro tanto the outstanding amounts of any outstanding intercompany loans or similar arrangements due by such Italian Guarantor to any Obligor or any other member of the Group.

Without prejudice to the paragraphs above, in any event, pursuant to article 1938 of the Italian Civil Code, the maximum amount that any Italian Obligor may be required to pay in respect of its obligations as Guarantor under the Finance Documents shall not exceed 120 per cent of the Total Commitments (or its equivalent in any other currency).

Guarantee limitation - Germany

In this clause 18.13:

Auditors’ Determination shall have the meaning ascribed to that term in paragraph (e) below.

Enforcement Notice shall have the meaning ascribed to that term in paragraph (d) below.

German Guarantor means any Guarantor incorporated in Germany as (x) a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) (a German GmbH Guarantor) or (y) a limited partnership (Kommanditgesellschaft) with a limited liability company as general partner (a German GmbH & Co. KG Guarantor) in relation to whom the Finance Party (or the Agent) intends to demand payment under the guarantee set out in this clause 18.13.

Guaranteed Obligor shall have the meaning ascribed to that term in paragraph (b) below.

Management Determination shall have the meaning ascribed to that term in paragraph (d) below.

Net Assets means the relevant company’s assets (Section 266 para. (2) A, B, C, D and E German Commercial Code (Handelsgesetzbuch), less the aggregate of its liabilities (Section 266 para. (3) B (but disregarding any accruals (Rückstellungen) in respect of a potential enforcement of this guarantee or any Security), C, D and E German Commercial Code), the amount of profits (Gewinne) not available for distribution to its shareholders in accordance with section 268 para. 8 German Commercial Code and the amount of its stated share capital (Stammkapital).

Each Finance Party agrees not to enforce the guarantee and indemnity (the Guarantee) created under this Agreement by a German Guarantor against a German Guarantor if and to the extent that Guarantee guarantees any liability of an Obligor which is a shareholder or an Affiliate (verbundenes Unternehmen) of a shareholder of that German Guarantor (other than that German Guarantor or its Subsidiaries) (the Guaranteed Obligor) if and to the extent that a payment under the Guarantee would cause such German Guarantor’s (or, in the case of a German GmbH & Co. KG Guarantor, its general partners’) Net Assets (determined pursuant to paragraphs (c), (d) and/or (e) below) to be reduced below zero, or further reduced if already below zero.

For the purposes of the calculation of the Net Assets the following balance sheet items shall be adjusted as follows:

the amount of any increase of the stated share capital (Erhöhungen des Stammkapitals) of the relevant German Guarantor or its general partner after the date hereof (A) that has been effected without the prior written consent of the Agent or (B) if effected with the consent of the Agent to the extent that it is not fully paid up, shall be deducted from the stated share capital; and

liabilities incurred by the relevant German Guarantor in violation of the Finance Documents shall be disregarded; and

loans provided to the relevant German Guarantor (or, in the case of a GmbH & Co. KG Guarantor, its general partner) by a member of the Group shall be disregarded if and to the extent such loans are made (A) by a direct or indirect shareholder of the relevant German Guarantor or (B) any member of the Group, unless a waiver (Erlass) of the loan provided to the relevant German Guarantor (or, in the case of a GmbH & Co. KG Guarantor, its general partner) would result in that member of the Group breaching its obligations under Section 30 GmbHG or any similar provision of any other jurisdiction applicable to it.

The relevant German Guarantor shall deliver to the Finance Party (or the Agent), within 15 Business Days after receipt from the Agent of a notice stating that the Agent intends to demand payment under the Guarantee (the Enforcement Notice), its up-to-date balance sheet, or in the case of a German GmbH & Co. KG Guarantor its and its general partner’s balance sheet, together with a detailed calculation of the amount of its Net Assets taking into account the adjustments set forth in paragraph (c) above (the Management Determination). The Management Determination shall be prepared as of the date of receipt of the Enforcement Notice.

Following the Agent’s receipt of the Management Determination, upon request by the Agent (acting reasonably), the relevant German Guarantor shall deliver to the Finance Party (or the Agent) within 15 Business Days of such request its up-to-date balance sheet, or in the case of a German GmbH & Co. KG Guarantor its and its general partner’s balance sheet, drawn-up by its auditor together with a detailed calculation of the amount of the Net Assets taking into account the adjustments set forth in paragraph (c) above (the Auditors’ Determination). Such balance sheet and Auditors’ Determination shall be prepared in accordance with the Approved Accounting Principles as consistently applied. The Auditors’ Determination shall have been prepared as of the date of receipt of the Enforcement Notice.

The Agent shall be entitled to demand payment under the Guarantee in an amount which would, in accordance with the Management Determination or, if applicable and taking into account any previous enforcement in accordance with the Management Determination, the Auditors’ Determination, not cause the German Guarantor’s Net Assets, or in the case of a German GmbH & Co. KG Guarantor, its general partner’s Net Assets, to be reduced below zero or further reduced if already below zero. If and to the extent that the Net Assets as determined by the Auditors’ Determination are lower than the amount enforced in accordance with the Management Determination, the Agent shall release to the relevant German Guarantor (or in case of a German GmbH & Co. KG Guarantor to its general partner) such excess enforcement proceeds promptly upon the written demand by such German Guarantor, provided that such demand for repayment is made within one (1) month from the date of the enforcement of the Guarantee. The Agent may withhold any amount received pursuant to an enforcement of this Guarantee until final determination of the amount of the Net Assets pursuant to the Auditors’ Determination.

In addition, each German Guarantor and, in the case of a German GmbH & Co. KG Guarantor, also its general partner, shall within two (2) months after receipt of the Enforcement Notice realise, to the extent legally permitted and at arm’s length terms, any and all of its assets which are not required for the relevant German Guarantor’s business (nicht betriebsnotwendig) that are shown in the balance sheet with a book value (Buchwert) that is substantially lower than the market value of the relevant assets if, as a result of the enforcement of the Guarantee, its Net Assets would be reduced below zero or further reduced if already below zero. After the sale the German Guarantor shall, within three (3) Business Days notify the Agent of the amount of the proceeds from the sale and upon reasonable request submit a statement with a new calculation of the amount of the Net Assets of the German Guarantor, or in case of a German GmbH & Co. KG Guarantor of its general partner, taking into account such proceeds. Such calculation shall, upon the Agent’s request, be confirmed by an auditor within a period of 15 Business Days following the respective request.