(1)

Albion holdco limited, a private limited liability company incorporated under the laws of England and Wales with registered number 13227258 (the “Obligors’ Agent”);

(2)

ALBION TOPCO LIMITED, a private limited liability company incorporated under the laws of England and Wales with registered number 13227153 (“Topco”);

(3)

RESOLUTE PARENT, LLC, a limited liability company incorporated under the laws of Delaware with registered number 7289484 (“Resolute”);

(4)

AGGREKO FINANCE LIMITED, a private limited liability company incorporated under the laws of Scotland with registered number SC250631 (“Aggreko Finance”);

(5)

EACH PERSON listed in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) of the Amended and Restated Facility Agreement (as defined below) as having an RCF Commitment and which is named on the signature pages to this Agreement as an “RCF Lender” (each an “RCF Lender” and together the “RCF Lenders”);

(6)

EACH PERSON listed in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) of the Amended and Restated Facility Agreement (as defined below) as having a Bonding Facility Commitment and which is named on the signature pages to this Agreement as “Bonding Facility Lender” (each a “Bonding Facility Lender” and together the “Bonding Facility Lenders” and together with the RCF Lenders, the “Revolving Facility Lenders”);

(7)

GLAS USA LLC as agent for the other Finance Parties (the “Agent”); and

(8)

GLAS TRUST CORPORATION LIMITED as security trustee for the Secured Parties (the “Security Agent”).

(A)

The Obligors’ Agent and the Agent (amongst others) are party to the Original Facility Agreement (as defined below).

(B)

The parties to this Agreement have agreed, with effect from the Effective Date (as defined below), that the Original Facility Agreement (as defined below) will be amended and restated in accordance with the provisions of this Agreement.

(C)

The Agent is executing and delivering this Agreement on behalf of itself and as agent for the other Finance Parties in accordance with the provisions of clause 41 (Amendments and waivers) of the Original Facility Agreement (as defined below).

1.1

Definitions

1.2

Incorporation of defined terms

(a)

Unless a contrary indication appears, a term defined in the Amended and Restated Facility Agreement has the same meaning in this Agreement.

(b)

The principles of construction set out in the Amended and Restated Facility Agreement shall have effect as if set out in this Agreement.

1.3

Clauses and Schedules

1.4

Third party rights

1.5

Designation

2.1

Amendment and Restatement

2.2

Revolving Facility Commitments

(a)

On the Effective Date:

(i)

each RCF Lender will assume RCF Commitments under the Amended and Restated Facility Agreement in an amount equal to its RCF Commitments;

(ii)

each Bonding Facility Lender will assume Bonding Facility Commitments under the Amended and Restated Facility agreement in an amount equal to its Bonding Facility Commitments;

(iii)

each Revolving Facility Lender that is not an existing Lender accedes to the Amended and Restated Facility Agreement as an Original Lender;

(iv)

each Revolving Facility Lender that is not an existing Lender under the Original Facility Agreement immediately prior to the Effective Date confirms that it will become party to the Intercreditor Agreement as a Revolving Lender and, in consideration for it being accepted as such, hereby agrees to be bound by the Intercreditor Agreement as a Revolving Lender as if it had been originally party to the Intercreditor Agreement in that capacity and agrees that it shall, and undertakes to, perform all of the obligations expressed in the Intercreditor Agreement to be assumed by a Revolving Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement;

(v)

each Revolving Facility Lender that is not an existing Lender expressly acknowledges the limitations on the Lenders’ obligations set out in paragraph (c) of clause 29.4 (Limitation of responsibility of Existing Lenders) of the Amended and Restated Facility Agreement;

(vi)

each Revolving Facility Lender that is not an existing Lender confirms that:

(A)

it is not a Defaulting Lender and it is not an Non-Acceptable L/C Lender; and

(B)

it is not a Sponsor Affiliate; and

(vii)

the Agent will update its Register to reflect the Commitments of each Revolving Facility Lender as well as the updated schedule in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) of the Amended and Restated Facility Agreement (and will provide the Obligors’ Agent with a copy of that updated Register upon request).

2.3

Basket re-set

2.4

Covenant Amendments

(a)

the definition of “Margin” (including the margin ratchet set out therein);

(b)

the Consolidated Leverage Ratio set out in paragraph (a) of clause 26.2 (Financial condition); and

(c)

the Consolidated Senior Secured Leverage Ratio set out in paragraph (c)(i) of clause 27.10 (Release condition).

(a)

As of the Effective Date, each of Resolute and Aggreko Finance agrees to become an Additional Guarantor and Aggreko Finance agrees to become an Additional Borrower and, in each case, to be bound by the terms of the Amended and Restated Facility Agreement and the other Finance Documents (other than the Intercreditor Agreement) as an Additional Guarantor and/or an Additional Borrower (as applicable) pursuant to clauses 31.2 (Additional Borrowers) and 31.4 (Additional Guarantors and Transaction Security) of the Amended and Restated Facility Agreement.

(b)

The administrative details of Resolute for the purposes of the Amended and Restated Facility Agreement are as follows:

(c)

The administrative details of Aggreko Finance for the purposes of the Amended and Restated Facility Agreement are as follows:

(d)

By their execution of this Agreement each of the Agent, the Security Agent and the Obligors’ Agent confirm their respective acceptance of Resolute and Aggreko Finance as Additional Borrower and Additional Guarantors (as applicable) with effect from the Effective Date for all purposes under the Amended and Restated Facility Agreement.

(e)

The Obligors’ Agent confirms that as of the Effective Date no Default is continuing or would occur as a result of Aggreko Finance becoming an Additional Borrower.

(f)

This Agreement shall take effect as an “Accession Deed” for the purposes of the Amended and Restated Facility Agreement.

(a)

the guarantee and indemnity given by such Obligor under clause 23 (Guarantee and Indemnity) of the Original Facility Agreement shall remain in full force and effect and shall extend to all amounts made available under the Amended and Restated Facility Agreement; and

(b)

the Security granted by each Obligor and Topco under each Transaction Security Document to which it is a party at the date of this Agreement and on the Effective Date shall remain in full force and effect and shall continue to secure the obligations under the Finance Documents (including this Agreement and the Amended and Restated Facility Agreement) expressed to be secured under the relevant Transaction Security Document,

(a)

The provisions of the Original Facility Agreement and each other Finance Document shall, save as amended by this Agreement, continue in full force and effect.

(b)

Nothing in this Agreement shall constitute or be construed as a waiver or compromise of any other term or condition of the Finance Documents or any of the Finance Parties’ rights in relation to them which for the avoidance of doubt shall continue to apply in full force and effect.

9.1

Incorporation of terms

9.2

Counterparts

(1)

ALBION HOLDCO LIMITED, a private limited liability company incorporated under the laws of England and Wales with registered number 13227258 (the “Parent”);

(2)

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

(3)

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

(4)

J.P. MORGAN SECURITIES PLC, DEUTSCHE BANK AG, LONDON BRANCH, BARCLAYS BANK PLC, BANCO SANTANDER, S.A., LONDON BRANCH, HSBC UK BANK PLC, STANDARD CHARTERED BANK, LLOYDS BANK PLC, ROYAL BANK OF CANADA, UBS AG LONDON BRANCH, GOLDMAN SACHS INTERNATIONAL, NATIONAL WESTMINSTER BANK PLC, MUFG BANK, LTD, SMBC BANK INTERNATIONAL PLC, CITIBANK N.A., LONDON BRANCH, INTESA SANPAOLO S.P.A, LONDON BRANCH, FIRST ABU DHABI BANK PJSC, LONDON BRANCH, MORGAN STANLEY BANK INTERNATIONAL LIMITED, MIZUHO BANK, LTD. and BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as mandated lead arrangers (the “Arrangers”);

(5)

THE FINANCIAL INSTITUTIONS listed in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) as original lenders (the “Original Lenders”);

(6)

JPMORGAN CHASE BANK N.A., LONDON BRANCH, DEUTSCHE BANK AG, LONDON BRANCH, BARCLAYS BANK PLC, BANCO SANTANDER, S.A., LONDON BRANCH, HSBC UK BANK PLC, STANDARD CHARTERED BANK, LLOYDS BANK PLC, ROYAL BANK OF CANADA, UBS AG LONDON BRANCH, GOLDMAN SACHS INTERNATIONAL, NATIONAL WESTMINSTER BANK PLC, MUFG BANK, LTD., SMBC BANK INTERNATIONAL PLC, CITIBANK N.A., LONDON BRANCH, INTESA SANPAOLO S.P.A, LONDON BRANCH, FIRST ABU DHABI BANK PJSC, LONDON BRANCH, MORGAN STANLEY BANK INTERNATIONAL LIMITED, INC., MIZUHO BANK, LTD. and BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as bookrunners (the “Bookrunners”);

(7)

GLAS USA LLC as agent of the other Finance Parties (the “Agent”); and

(8)

GLAS TRUST CORPORATION LIMITED as security trustee for the Secured Parties (the “Security Agent”).

1

Definitions and Interpretation

1.1

Definitions

(a)

the Agent giving notice of acceleration under sub-paragraph (a)(ii) of Clause 28.4 (Acceleration); or

(b)

having placed the Facilities on demand pursuant to sub-paragraph (a)(iii) of Clause 28.4 (Acceleration), the Agent makes a demand for the payment as referred to in that paragraph.

(a)

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of at least Baa2 by Moody’s or BBB by S&P; or

(b)

any Finance Party (or Affiliate of a Finance Party).

(a)

in respect of a Revolving Facility, if all of the relevant Lenders providing such Revolving Facility have agreed that it shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.5 (Utilisations of Revolving Facility/Incremental Facility during the Agreed Certain Funds Period), the period specified in a notice delivered by the Parent and the relevant Lenders providing such Revolving Facility to the Agent; and

(b)

in respect of an Incremental Facility, which all of the Incremental Facility Lenders providing such Incremental Facility have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.5 (Utilisations of Revolving Facility/Incremental Facility during the Agreed Certain Funds Period), the period specified in the relevant Incremental Facility Notice.

(a)

in respect of a Revolving Facility, if all of the relevant Lenders providing such Revolving Facility have agreed that it shall be provided on a “certain funds” basis in accordance with the provisions of Clause 4.5 (Utilisations of Revolving Facility/Incremental Facility during the Agreed Certain Funds Period), a Utilisation made or to be made under such Revolving Facility during the Agreed Certain Funds Period solely for any of the purposes agreed with the relevant Lenders providing such Revolving Facility; and

(b)

in respect of an Incremental Facility, which all of the Incremental Facility Lenders providing such Incremental Facility have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.5 (Utilisations of Revolving Facility/Incremental Facility during the Agreed Certain Funds Period), a Utilisation made or to be made under such Incremental Facility during the Agreed Certain Funds Period solely for any of the purposes agreed with the relevant Incremental Facility Lenders providing such Incremental Facility.

(a)

the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of any Borrower of an Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility);

(b)

the face amount of each guarantee, bond and letter of credit under that Ancillary Facility (excluding any amount in respect of interest and similar charges and net of any cash cover); and

(c)

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

(a)

in relation to the RCF, the period from and including the Notes Closing Date to and including one (1) Month prior to the Maturity Date applicable to the RCF;

(b)

in relation to the Bonding Facility, the period from and including the Notes Closing Date to and including one (1) Month prior to the Maturity Date applicable to the Bonding Facility; and

(c)

in relation to any Incremental Facility, the date specified in the Incremental Facility Notice relating to that Incremental Facility (or such other date as the Incremental Facility Lenders in respect of that Incremental Facility and the Obligors’ Agent may agree).

(a)

the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its (or its Affiliates) Ancillary Commitments in respect of such Revolving Facility; and

(b)

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

(i)

that Lender’s participation in any Revolving Utilisations in respect of that Revolving Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from a Lender’s Commitment under that Revolving Facility; and

(ii)

that Lender’s (or its Affiliate’s) Ancillary Commitments in respect of that Revolving Facility to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date shall not be deducted from such Lender’s Commitment under that Revolving Facility.

(a)

the UK bank levy as set out in the Finance Act 2011;

(b)

the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out by Article 235 ter ZE bis of the French Code Général des impôts;

(c)

the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended);

(d)

the Dutch bankenbelasting as set out in the bank levy act (Wet bankenbelasting);

(e)

the Austrian bank levy as set out in the Austrian Stability Duty Act (Stabilitätsgesetz);

(f)

the Swedish bank levy as set out in the Swedish Precautionary Support Act (Sw. lag (2015:1017) om förebyggande statligt stöd till kreditinstitut) (as amended));

(g)

the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as set out in the Law 16/2012 of 27 December 2012; and

(h)

any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose or any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011  or the Single Resolution Mechanism established by EU Regulation n 806/2014 of July 15, 2014 which has been enacted or which has been formally announced as proposed as at the date of this Agreement or (if applicable) in respect of any Finance Party which becomes a Finance Party after the date of this Agreement, as at the date that Finance Party accedes as a Finance Party to this Agreement.

(a)

in relation to a Utilisation, the amount specified in the Utilisation Request delivered for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with this Agreement) and, in the case of a Letter of Credit, as adjusted under Clause 6.8 (Revaluation of Letters of Credit); and

(b)

in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Obligors’ Agent pursuant to Clause 9.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with this Agreement),

(a)

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

(b)

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

(a)

in relation to each Original Lender, the amount in the Base Currency set opposite its name under the heading “Bonding Facility Commitment” in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Bonding Facility Commitment transferred to it or assumed by it in accordance with this Agreement (including pursuant to Clause 2.2 (Increase – general), Clause 2.5 (Incremental Facilities) and/or a Facility Change)); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Bonding Facility Commitment transferred to it or assumed by it in accordance with this Agreement,

(a)

in respect of a Term Rate Loan, the amount (if any) by which:

(i)

the interest (excluding the applicable Margin and any floating rate floor) 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;

(ii)

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 in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; and

(b)

in respect of a Compounded Rate Loan, zero.

(a)

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

(b)

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

(c)

in relation to:

(i)

any date for payment or purchase of a Compounded Rate Currency;

(ii)

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan; or

(iii)

the determination of the length of an Interest Period for a Compounded Rate Loan,

(a)

is designated in writing by the Parent as a Compounded Rate Supplement in respect of that currency;

(b)

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

(c)

has been made available to the Agent and each existing Lender with a Commitment denominated (or which may be utilised) in such currency; and

(d)

has not been rejected (by 5.00 p.m. London time on the date falling five (5) Business Days (or any other period of time expressly notified for this purpose by the Parent, with the prior agreement of the Agent (acting reasonably) if the period for this provision to operate is less than five (5) Business Days) after the date of such document being made available to the Agent) by a Lender or Lenders whose Commitments aggregate 66.66 per cent. or more of the Commitments denominated (or which may be utilised) in such currency at that time (with the provisions of paragraph (s) of Clause 41.2 (Exceptions) not to apply to any such calculation).

(a)

a currency;

(b)

a Loan or an Unpaid Sum in that currency;

(c)

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

(d)

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

(a)

the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)

the applicable Credit Adjustment Spread.

(a)

is designated in writing by the Parent as a Compounding Methodology Supplement in respect of that currency;

(b)

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

(c)

has been made available to the Agent and each existing Lender with a Commitment denominated (or which may be utilised) in such currency; and

(d)

has not been rejected (by 5.00 p.m. London time on the date falling five (5) Business Days (or any other period of time expressly notified for this purpose by the Parent, with the prior agreement of the Agent (acting reasonably) if the period for this provision to operate is less than five (5) Business Days) after the date of such document being made available to the Agent) by a Lender or Lenders whose Commitments aggregate 66.66 per cent. or more of the Commitments denominated (or which may be utilised) in such currency at that time (with the provisions of paragraph (s) of Clause 41.2 (Exceptions) not to apply to any such calculation).

(a)

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

(b)

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

(a)

information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidentiality);

(ii)

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

(iii)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with 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.

(b)

any Funding Rate.

(a)

the date of determination shall be the last day of the applicable Test Period and the relevant Quarter Periods shall be the four fiscal quarters of that Test Period;

(b)

in respect of any applicable Test Period, the exchange rates used in relation to Senior Secured Indebtedness shall be the weighted average exchange rates for that Test Period as determined by the Parent (provided that, where applicable, any amount of Indebtedness will be stated so as to take into account the hedging effect of any currency hedging entered into in respect of or by reference to that Indebtedness); and

(c)

when calculating Indebtedness the Parent shall be permitted to exclude any Hedging Obligations (as defined in Part 2 (Certain Definitions) of Schedule 16 (Covenants and Certain Definitions)).

(a)

specified as such in the applicable Compounded Rate Terms; or

(b)

determined by the Agent (or any other person which is appointed to determine that rate in place of the Agent from time to time, in each case with the consent of that person and the Obligors’ Agent) in accordance with the methodology specified in the applicable Compounded Rate Terms.

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

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

(a)

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

(b)

which has otherwise rescinded or repudiated a Finance Document;

(c)

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

(d)

which is a Sanctioned Finance Party or with respect to which an Insolvency Event has occurred and is continuing,

(i)

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

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

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

(a)

an Industry Competitor;

(b)

a Defaulting Lender; and/or

(c)

a Distressed/Loan to Own Investor,

(a)

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

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the Finance Documents,

(a)

any person whose principal business or material activity is in investment strategies whose primary purpose is the purchase of loans or other debt securities with the intention of (or view to) owning the equity or taking control of a business, or exploiting holdout or blocking positions (in each case, directly or indirectly);

(b)

any person which would, upon becoming a Lender, fall within paragraph (a) above; or

(c)

any person that is an Affiliate or a Related Fund of, or is acting on behalf of, a person falling within paragraph (a) above,

(i)

any Affiliate or Related Fund of any person falling within paragraphs (a) and/or (b) above which is a deposit taking financial institution authorised by a financial services regulator to carry out the business of banking which holds a minimum rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, S&P or Fitch; and

(ii)

any Affiliate or Related Fund of any person falling within paragraphs (a) and/or (b) above but which, in each case, is managed and controlled independently and where information is not disclosed or made available to the person falling within paragraphs (a) and/or (b) (as applicable) above and whose principal business or material activity does not involve the purchase of loans or other debt securities with the intention of (or view to) owning the equity or taking control of a business (directly or indirectly).

(a)

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

(b)

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

(a)

the Existing Revolving Facility Agreement;

(b)

the Amended and Restated Senior Term Facility Agreement;

(c)

the $565,000,000 6.125% senior secured notes due 2026 and the €450,000,000 5.250% senior secured notes due 2026 issued by Finco 1 and Aggreko Holdings Inc. pursuant to an indenture dated 22 October 2021 (as amended, supplemented or otherwise modified from time to time) between, amongst others, Finco 1 and Aggreko Holdings Inc., as issuers and GLAS Trust Company LLC, as trustee, paying agent, registrar and transfer agent and GLAS Trust Corporation Limited as security agent; and

(d)

the $450,000,000 8.750% senior notes due 2027 issued by Finco 2 pursuant to an indenture dated 22 October 2021 (as amended, supplemented or otherwise modified from time to time) between, amongst others, Finco 2, as issuer, GLAS Trust Company LLC, as trustee, paying agent, registrar and transfer agent and GLAS Trust Corporation Limited as security agent.

(a)

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

(b)

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

(a)

Sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)

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

(c)

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

(a)

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

(b)

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

(a)

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

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

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

(d)

it is a Sanctioned Finance Party, or an Insolvency Event has occurred and is continuing with respect to the Agent,

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event,

(ii)

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(i)

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

(ii)

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

(f)

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

(g)

seeks or becomes subject to the appointment of an administrator, examiner, provisional liquidator, conservator, receiver, Scottish receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(h)

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

(i)

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

(j)

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

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

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

(c)

the principle that additional or default interest payable under any Finance Document may be held to be unenforceable on the grounds that it is a penalty;

(d)

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

(e)

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

(f)

the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition against transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach entitling the contracting party to terminate or take any other action in relation to such contract or agreement;

(g)

any applicable public policy law provision and/or rules of mandatory application and any applicable provisions relating to conflict of law rules and recognition and enforcement of foreign judgments, in each case, including pursuant to EC Regulation no. 593/2008, 44/2001 (and, with regard to legal proceedings instituted on or after January 2015, pursuant to Regulation (EU) No. 1215/2012) and 864/2007;

(h)

similar principles, limitations, rights and defences to those in paragraphs (a) to (f) above under the laws of any applicable jurisdiction; and

(i)

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions delivered to the Agent under or in connection with the Finance Documents.

(a)

each Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase – general), Clause 2.5 (Incremental Facilities), Clause 29 (Changes to the Lenders) or any other provision of this Agreement,

(a)

in relation to any Revolving Loan, 2.75 per cent. per annum;

(b)

in relation to any Incremental Facility, as set out in the Incremental Facility Notice relating to that Incremental Facility,

(A)

any change in any such Margin shall take effect during the period from (and including) the date falling two (2) Business Days after the Agent has received the Compliance Certificate for the relevant Test Period pursuant to Clause 25 (Information Undertakings) or, in the case of receipt of the Compliance Certificate five (5) Business Days or less prior to the end of an Interest Period, during the period from (and including) the date immediately following the end of such Interest Period (the “Readjustment Date”) until the next Readjustment Date;

(B)

on each Readjustment Date, the Margin shall revert to the percentage per annum set out in relation to the relevant Loan at paragraph (a) above, unless a lower Margin than the original level of Margin shall be applicable in accordance with the table above;

(C)

notwithstanding the foregoing, there shall be no decrease in the Margin if a Material Event of Default is continuing and as from the date of the occurrence of such Material Event of Default the Margin shall revert to the percentage per annum set out in relation to the relevant Loan at paragraph (a) above until such time as no such Material Event of Default is continuing, whereupon the Margin shall be determined in accordance with the provisions set out in this definition on the basis of the most recently delivered Compliance Certificate;

(D)

if any Annual Financial Statements delivered under sub-paragraph (a)(i) of Section 1 (Reports) of Schedule 17 (Information Undertakings) demonstrate that:

(1)

any Margin should not have been reduced in accordance with this definition when it has been, that reduction will be reversed with retrospective effect and any additional payments of interest due from the relevant Borrowers in respect of Interest Periods which have expired shall be made following receipt of the relevant Annual Financial Statements by the Agent in such amount as the Agent shall determine is necessary (after consultation with the Obligors’ Agent) to give effect to the correct variation in that Margin as demonstrated by the Annual Financial Statements; and

(2)

any Margin should have been reduced in accordance with this definition when it has not been, that Margin will be reduced with retrospective effect and any future payments of interest shall be reduced following receipt of the relevant Annual Financial Statements by the Agent in such amount as the Agent shall determine is necessary (after consultation with the Obligors’ Agent) to put the relevant Borrowers in the position they would have been in had the appropriate Margin as demonstrated by the Annual Financial Statements applied during such Interest Periods,

(E)

the Agent's determination of the additional amounts payable (or, as the case may be, the reduction in amounts to be paid) under sub-paragraph (D) above shall be prima facie evidence of such additional amounts (or, as the case may be, reduced amounts) and the Agent shall provide the Obligors’ Agent with reasonable details of the calculation thereof.

(a)

the consolidated business, assets and financial condition of the Group taken as a whole; or

(b)

the ability of the Obligors taken as a whole (and taking into account resources available to the Group as a whole) to perform their payment obligations under the Finance Documents; or

(c)

subject to Legal Reservations and Perfection Requirements (that are not overdue), the validity or enforceability of the Transaction Security Documents taken as a whole which is materially prejudicial to the interests of the Lenders taken as a whole under the Finance Documents, and

(a)

any calculation shall be effected on an annual basis and made by reference to the most recent Annual Financial Statements provided pursuant to the terms of Schedule 17 (Information Undertakings);

(b)

each member of the Group which is not required to (or is unable to) become a guarantor in accordance with the Agreed Security Principles will not be considered a Material Company; and

(c)

a certificate from the Parent as to the identity of the Material Companies shall, in the absence of manifest error, be conclusive and binding on all Parties.

(a)

in relation to the RCF and the Bonding Facility, 28 February 2030 (the “Extended Maturity Date”) provided that if on 30 March 2029 more than $500 million of the principal amount of the existing US Dollar denominated tranche or more than $500 million (or its other currency equivalent) of the principal amount of the existing Euro denominated tranche under the Amended and Restated Senior Term Facility Agreement remains outstanding and such amounts in excess of $500 million (or its other currency equivalent) are not repaid, refinanced (with debt that has a maturity

(b)

in relation to any Incremental Facility, the date set out in the Incremental Facility Notice relating to that Incremental Facility (or such other date as the Incremental Facility Lenders in respect of that Incremental Facility and the Obligors’ Agent may agree).

(a)

other than where paragraph (b) below applies:

(i)

(subject to sub-paragraph (iii) 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;

(ii)

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

(iii)

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

(b)

in relation to an Interest Period for any Loan (or any other period for the accrual of commission or fees) in a Compounded Rate Currency, the provisions set out in paragraph (b) of Clause 15.2 (Non-Business Days) shall apply.

(a)

is not an Acceptable Bank within the meaning of paragraphs (a) or (b) of the definition of “Acceptable Bank” (other than a Lender which each relevant Issuing Bank has agreed is acceptable to it notwithstanding that fact); or

(b)

is a Defaulting Lender; or

(c)

has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 32.11 (Lenders’ indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out in (i) or (ii) of the definition of “Defaulting Lender”.

(a)

the Intercreditor Agreement; or

(b)

other intercreditor arrangements satisfactory to the Agent (acting reasonably),

(a)

a reorganisation (including, without limitation, pursuant to a solvent winding-up where the assets of the relevant company, after paying its liabilities, are distributed to its shareholders, as well as any amalgamation, demerger, merger, dissolution, consolidation or other corporate reconstruction) involving the business or assets of, or shares of (or other interests in), any member of the Group (other than any merger or consolidation of the Parent if it will not be the surviving entity of that transaction) (each a “Reorganisation”) where:

(i)

if relevant, all of the business, assets and shares of (or other interests in) the relevant member of the Group remain within the Group (and if the relevant member of the Group was an Obligor immediately prior to such reorganisation being implemented, all of the business and assets of that member are retained by one or more other Obligors);

(ii)

if it or its assets or the shares in it were subject to the Transaction Security immediately prior to such Reorganisation, the Security Agent will enjoy substantially the same or equivalent security (ignoring for these purposes hardening periods) over the same assets or, as the case may be, over it or the shares in it (or in each case over the shares of its successor and, if a new holding company is inserted as part of such Reorganisation, security over the

(iii)

in the case of an amalgamation, dissolution or merger or similar arrangement, if such member of the Group is an Obligor, the surviving entity is an Obligor to at least the same extent as such first mentioned Obligor immediately prior to the said amalgamation, merger or corporate reconstruction; or

(b)

any incorporation of a Subsidiary, intra-Group transfer or other step taken in connection with a proposed securitisation of the business of the Group (or any part thereof) and/or other refinancing where it is intended that the proceeds thereof be used to prepay the Facilities;

(c)

any Reorganisation or other step (including any preparatory action) taken in connection with any actual or proposed Initial Public Offering (without prejudice to any prepayment obligation arising in relation to an Initial Public Offering) provided that such action would not reasonably be expected to materially and adversely affect the interests of the Finance Parties under the Finance Documents; or

(d)

any other re-organisation or similar arrangement to which the Agent (acting on the instructions of the Majority Lenders) has given prior written consent.

(a)

any payment or disposal required, Indebtedness incurred, guarantee or Security given, or other transaction arising, under the Finance Documents, the finance documents relating to the Amended and Restated Senior Term Facility Agreement and/or any Permitted Refinancing Documents;

(b)

any payments, step or other matter or transaction (including any preparatory action) taken in connection with any actual or proposed Initial Public Offering, Permitted Reorganisation and/or disposal permitted or not prohibited by this Agreement;

(c)

any payments, step or other matter or transaction (other than the granting of Security, the incurrence of Indebtedness, the granting of guarantees, the making of acquisitions or the making of disposals) conducted in the ordinary course of day to day business on arm’s length or better terms (from the perspective of the member of the Group);

(d)

any payments, step or other matter or transaction required to comply with an undertaking contained in the Finance Documents;

(e)

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; or

(f)

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

(a)

(if the currency is euro), two (2) TARGET Days before the first day of that period; and

(b)

(if the currency is any currency other than euro), two (2) Business Days before the first day of that period,

(a)

in relation to each Original Lender, the amount in the Base Currency set opposite its name under the heading “RCF Commitment” in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other RCF Commitment transferred to it or assumed by it in accordance with this Agreement (including pursuant to Clause 2.2 (Increase – general), Clause 2.5 (Incremental Facilities) and/or a Facility Change)); and

(b)

in relation to any other Lender, the amount in the Base Currency of any RCF Commitment transferred to it or assumed by it in accordance with this Agreement,

(a)

subject to paragraph (c) below, in relation to euro, the European interbank market;

(b)

subject to paragraph (c) below, in relation to any other currency, the London interbank market; and

(c)

in relation to a Compounded Rate Currency and where applicable, the market specified as such in the applicable Compounded Rate Terms.

(a)

made or to be made on the same day that:

(i)

a maturing Revolving Loan under the same Revolving Facility is due to be repaid;

(ii)

a demand by an Issuing Bank or the Agent pursuant to a drawing in respect of a Letter of Credit is due to be met; or

(iii)

an Ancillary Facility is to be cancelled or terminated in whole or in part and any related Ancillary Outstandings are due to be repaid (other than as a result of an Acceleration Event);

(b)

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

(c)

in the same currency as the maturing Revolving Loan (unless it arose as a result of operation of Clause 8.2 (Unavailability of a currency)) or the relevant claim in respect of that Letter of Credit; and

(d)

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

(i)

refinancing that maturing Revolving Loan; or

(ii)

satisfying the relevant claim in respect of that Letter of Credit; or

(iii)

repaying the relevant Ancillary Outstandings due and payable under the relevant Ancillary Facility.

(a)

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 on the relevant page of the Bloomberg screen (or any replacement Bloomberg page which displays that rate); and

(b)

in relation to the Base Rate in any currency, the applicable interbank offered rate administered by the relevant person in the principal financial centre of the country of that currency for the relevant period on the Bloomberg page which displays that rate (or, as the case may be, on the appropriate page of such other information service which publishes that rate from time to time),

(a)

any subscription for shares issued by, and any capital contributions to, the Parent provided that any such shares or capital contributions are not redeemable at the option of their holder whilst any amount remains outstanding under the Facilities, in each case unless permitted by this Agreement; and/or

(b)

any loans, notes, bonds or like instruments issued by, or made to, the Parent which are subordinated to the Facilities pursuant to the Intercreditor Agreement (with no

(a)

TDR Capital LLP;

(b)

I Squared Capital Advisors (US) LLC,

(a)

the applicable Base Rate; or

(b)

in relation to any Loan in euro, EURIBOR.

(a)

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

(b)

in the event that no Transfer Date is specified in the relevant Assignment Agreement or Transfer Certificate, the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

(a)

an Obligor which is resident for tax purposes in the US, any state or territory thereof, or the District of Columbia; or

(b)

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

(a)

any value added tax imposed by the Value Added Tax Act 1994;

(b)

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

(c)

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

1.2

Construction

(a)

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

(i)

the “Agent”, the “Arrangers”, any “Bookrunner”, any “Finance Party”, any “Issuing Bank”, any “Lender”, any “Incremental Facility Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns, permitted assignees and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii)

an “amendment” includes any amendment, supplement, variation, novation, modification, replacement or restatement (however fundamental) and “amend” and “amended” shall be construed accordingly;

(iii)

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

(iv)

a “company” includes a company, a corporation or a limited partnership;

(v)

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 or replaced from time to time (however fundamentally) and includes any increase in, addition to, extension of or change to any facility made under such agreement or instrument;

(vi)

“guarantee” means (other than in Clause 23 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vii)

“including” means including without limitation and “includes” and “included” shall be construed accordingly;

(viii)

“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;

(ix)

a Lender’s “participation” in relation to a Letter of Credit shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

(x)

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

(xi)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being one which is customarily complied with by the relevant person) of any governmental, inter-governmental or supranational body, agency or department or of any regulatory, self-regulatory or other authority or organisation;

(xii)

“shares” includes shares or limited partnership interests and share capital includes partnership capital;

(xiii)

“sub-participation” means any sub-participation or sub-contract (whether risk, or funded, written or oral) or any other agreement or arrangement having an economically substantially similar effect; by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, any Revolving Facility and/or Finance Documents to a counterparty, and “sub-participate” shall be construed accordingly;

(xiv)

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

(xv)

a time of day is a reference to London time; and

(xvi)

the singular includes the plural (and vice versa).

(b)

Section, Clause and Schedule headings are for ease of reference only and are to be ignored in construing this Agreement.

(c)

Unless a contrary indication appears:

(i)

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; and

(ii)

in the event that compliance with any monetary limit specified in this Agreement (other than Clause 26 (Financial Covenant)) shall fall to be determined any conversion from any currency to Dollars necessary for that purpose shall be by reference to the Agent’s Spot Rate of Exchange on the date of determination (or, if such rate is not publicly available at the relevant time, by reference to the prevailing rate of exchange as otherwise determined by the Parent (acting reasonably)) provided that no fluctuation in exchange rates subsequent to the first such determination of compliance will cause breach of that monetary limit.

(d)

A Default or Event of Default is “continuing” if it has not been remedied or waived. In addition, (i) if a Default (including an Event of Default) has occurred but is no longer continuing (a “Remedied Default”), any other Default or Event of Default which would not have arisen but for the Remedied Default, shall be deemed not to be continuing automatically upon, and simultaneous with the remedy, cure or waiver of the Remedied Default; (ii) if a Default (including an Event of Default) occurs for a failure to deliver a required certificate, notice or other document in connection with another default (an "Initial Default") then, at the time such Initial Default is remedied or waived, such Default (including an Event of Default) for a failure to report or deliver a required certificate, notice or other document in connection with the Initial Default will also be cured without any further action, and (iii) any Default for the failure to comply with the time periods prescribed in Clause 25 (Information Undertakings), Schedule 17 (Information Undertakings) or otherwise to deliver any notice, certificate or other document, as applicable, even though such delivery is not within the prescribed period specified in this Agreement or any other Finance Document shall be deemed to be cured upon the delivery of any such report required by such covenant or notice, certificate or other document, as applicable, even though such delivery is not within the prescribed period specified in this Agreement or any other Finance Document.

(e)

An Acceleration Event is “continuing” if the notice of acceleration (or demand) provided by the Agent under Clause 28.4 (Acceleration) in connection therewith has not been revoked, withdrawn or cancelled.

(f)

In the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Obligors’ Agent in its sole discretion may classify (and from time to time reclassify) that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and, for the avoidance of doubt, an amount or transaction may, at the option of the Obligors’ Agent, be split between different baskets or exceptions).

(g)

If any receivable (or any part thereof) has been sold or discounted on a basis which means it would be treated as off balance sheet or derecognised under IFRS, that receivable shall be considered to have been sold or discounted on a non-recourse basis.

(h)

No personal liability shall attach to any director, officer, employee or other individual making any representation or statement or signing or delivering accounts, a certificate, notice or other document on behalf of a member of the Group which proves to be incorrect in any way (and no Finance Party shall take any action against any such director, officer or employee or other individual), unless that person acted fraudulently in making that representation or statement or signing or delivering those accounts or that certificate, notice or other document in which case any liability will be determined in accordance with applicable law. Any such director, officer, employee or individual may rely on and enjoy the benefit of this paragraph (h) notwithstanding the provisions of Clause 1.4 (Third party rights).

(i)

A reference to a Loan or a Letter of Credit shall not include a utilisation of an Ancillary Facility other than, in the case of Loans, for the purposes of Schedule 18 (Events of Defaults).

(j)

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

(k)

An outstanding amount under a Letter of Credit at any time is the maximum amount that is or may be payable by the relevant Issuing Bank in respect of that Letter of Credit at that time less any amount which has been repaid or prepaid (including by way of cash cover provided in respect of that Letter of Credit).

(l)

A Letter of Credit or Ancillary Outstandings will cease to be outstanding if that Letter of Credit is, or those Ancillary Outstandings are, repaid or prepaid in full (including by way of cash cover provided in respect of thereof).

(m)

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

(i)

the account is with an Issuing Bank or Ancillary Lender for which that cash cover is to be provided (or with a bank nominated by such person);

(ii)

subject to paragraph (b) of Clause 7.5 (Cash cover by Borrower), until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility, withdrawals from the account may only be made to pay to a Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or Ancillary Facility (unless the amount standing to the credit of the accounts exceeds the amount outstanding under that Letter of Credit or, as the case may be the aggregate amount of those Ancillary Outstandings, in which case such excess amount may be withdrawn by the Borrower); and

(iii)

if required by an Issuing Bank or the Ancillary Lender, that Borrower has executed Transaction Security (or for the purposes of paragraph (g) of Clause 6.3 (Completion of a Utilisation Request for Letters of Credit), or sub-paragraph (b)(v) of Clause 9.3 (Terms of Ancillary Facilities), Security reasonably satisfactory to the Issuing Bank or an Ancillary Lender as the case may be) over that account which creates first ranking fixed Security over that account (in accordance with the Agreed Security Principles and substantially in the same form as an existing Transaction Security Document provided that the terms are no more onerous than the existing Transaction Security Document).

(n)

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

(i)

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

(ii)

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

(iii)

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

(iv)

in the case of a Letter of Credit, a Borrower has made a payment under paragraph (b) of Clause 7.2 (Claims under a Letter of Credit) or paragraph (a) of Clause 7.3 (Indemnities) in respect of that Letter of Credit;

(v)

in the case of a Letter of Credit, the Letter of Credit expires in accordance with its terms or is otherwise returned by the beneficiary with its written confirmation that it is unconditionally released and cancelled; or

(vi)

a bank or financial institution acceptable to the relevant Issuing Bank or Ancillary Lender (each acting reasonably) has issued, in favour of the relevant Issuing Bank or Ancillary Lender an unconditional and irrevocable guarantee, indemnity, counter-indemnity or similar assurance against financial loss in respect of amounts due under that Letter of Credit or Ancillary Facility,

(o)

Notwithstanding anything to the contrary in any Finance Document:

(i)

nothing in the Finance Documents shall prohibit a non-cash contribution of any asset (including any participation, claim, commitment, rights, benefits and/or obligations in respect of the Facilities, any Permitted Refinancing and/or any other indebtedness borrowed or issued by any member of the Group from time to time) to the Parent (and subsequently any other members of the Group);

(ii)

when establishing whether any action, transaction and/or incurrence of a liability (in each case including any replacement, renewal or extension thereof) is, was and/or remains permitted under the Finance Documents, the Group shall be entitled to rely on the fact that such action, transaction and/or incurrence was permitted at the time that action was originally taken, that

(p)

Notwithstanding anything to the contrary in any Finance Document, nothing in the Finance Documents shall prohibit any step, action or matter arising in connection with any actual, proposed or future payment of Tax (including as a consequence of any 'group contributions', the surrender of tax relief or similar or equivalent arrangements).

(q)

Any matter or circumstances being “permitted” is to be construed as a reference to any matter or circumstance which is not expressly prohibited.

(r)

For the purposes of the permitted definitions in Clause 1.1 (Definitions), until the date by which such entities are required to accede as Guarantors pursuant to Clause 27.1 (Guarantees and Security), such Material Companies shall be deemed to be Obligors, provided that no Material Company which will not accede to this Agreement as a Guarantor as a result of the Agreed Security Principles shall be deemed to be an Obligor.

(s)

References to any transaction being in the "ordinary course of business" of a member of the Group shall be construed to include any transaction that is consistent with industry practice in the industries in which the Group operates or consistent with past practice of any member of the Group.

(t)

The knowledge, awareness or belief of any member of the Group shall be limited to the actual knowledge, awareness or belief of the Board of Directors (or equivalent body) of such member of the Group at the relevant time.

(u)

In the event that a transaction is committed, incurred or entered into (or, as the case may be, not committed, incurred or entered into) by any member of the Group by reference to the Consolidated Senior Secured Leverage Ratio, Consolidated EBITDA or assets of the Group as at any particular date shall be treated as having been duly and properly incurred, and that transaction shall not constitute, or be deemed to constitute, or result in, a breach of any provision of the Finance Documents or a Default or an Event of Default if there is a subsequent change in the Consolidated Senior Secured Leverage Ratio, Consolidated EBITDA or assets of the Group, as applicable.

(v)

In acting hereunder, the Security Agent does so in accordance with its terms of appointment under the Intercreditor Agreement and is entitled to the protections set out therein. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Intercreditor Agreement with regard to the rights, powers and/or obligations of the Security Agent, the provisions of the Intercreditor Agreement shall prevail.

(w)

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

(i)

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

(ii)

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

(x)

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

(y)

Any Compounded Rate Supplement relating to a currency overrides anything relating to that currency in:

(i)

Schedule 19 (Compounded Rate Terms); or

(ii)

any earlier Compounded Rate Supplement.

(z)

A Compounding Methodology Supplement relating to a currency and the Daily Non-Cumulative Compounded RFR Rate overrides anything relating to that currency and rate in:

(i)

Schedule 20 (Daily Non-Cumulative Compounded RFR Rate); or

(ii)

any earlier Compounding Methodology Supplement.

(aa)

Where the Agent or the Security Agent is referred to as acting "reasonably” or "in a reasonable manner” or as coming to an opinion or determination that is "reasonable” (or any similar or analogous wording is used), this shall mean that the Agent and the Security Agent shall be acting or coming to an opinion or determination on the instructions of the Lenders, the Super Majority Lenders or the Majority Lenders (as the case may be) acting reasonably or in a reasonable manner and the Agent and the Security Agent shall be under no obligation to determine the reasonableness of such instructions or whether in giving such instructions the Lenders, the Super Majority Lenders or the Majority Lenders (as the case may be) are acting reasonably or in a reasonable manner.

(bb)

Where acceptability to or satisfaction of the Agent or the Security Agent is referred to in relation to a matter not affecting the personal interests of the Agent or Security Agent (including, for the avoidance of doubt, any satisfaction or determination in relation to conditions precedent) this shall mean the acceptability to or satisfaction of the Lenders, the Super Majority Lenders or the Majority Lenders (as the case may be) as notified by it to the Agent or Security Agent.

(cc)

In respect of paragraphs (aa) and (bb) above, the Agent and the Security Agent shall not be responsible for any liability occasioned or by any delay or failure on the part of the Lenders, the Super Majority Lenders or the Majority Lenders (as the case may be) to give any such instructions or direction or to form any such opinion.

(dd)

Notwithstanding any other term of the Finance Documents, no failure to comply with a Finance Document (including any obligation to pay any amount to a Sanctioned Finance Party) where to comply with that term would result in a breach of any Sanctions (as determined by the Obligors’ Agent acting reasonably and in good faith) shall (or shall be deemed to) constitute a breach of any representation and warranty or undertaking in the Finance Documents or result in the occurrence of a Default or an Event of Default and shall be expressly permitted under the terms of the Finance Documents.

(ee)

Unless a contrary indication appears, where a consent is required from or a determination is to be made by a member of the Group, when determining whether to grant such consent or when making such determination, that member of the Group may act in its sole discretion (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given).

(ff)

For the avoidance of doubt, in the case of any reference to calculating a financial ratio, definition or other provision on a pro forma basis, the Parent (or, as the case may be, the relevant member of the Group) shall be permitted to make that calculation (including any adjustment) in accordance with the terms of this Agreement (including, without limitation, by making any adjustment permitted by any term of this Agreement).

(gg)

In determining any Applicable Metric, any determination of the cash and Cash Equivalents of the Group (or similar) may (at the sole discretion of the Parent): (i) be deemed to include the cash and Cash Equivalents of any target or asset to be acquired by or merged, consolidated or otherwise integrated with the Group pursuant to the terms of a legally binding agreement and to the extent such cash or Cash Equivalents are retained by the relevant target or assets at the time of determination; and/or (ii) the Parent may make such determination on any Applicable Test Date or such other date selected by the Parent.

(hh)

For the avoidance of doubt and unless a contrary indication appears, where a member of the Group is permitted to make an election (or similar), that member of the Group may revoke and re-make that election (or similar) at any time and from time to time.

(ii)

For the avoidance of doubt and notwithstanding anything to the contrary in the Finance Documents, no member of the Group will be deemed to be bankrupt, insolvent or unable to pay its debts as they fall due (whether under applicable law or otherwise) as a result of any balance sheet deficiency or negative equity.

(jj)

The Parent and its Restricted Subsidiaries may undertake Permitted Transactions and nothing in this Agreement shall prohibit or otherwise restrict (or impose any additional requirements or conditions in relation to) any Permitted Transaction.

1.3

Currency symbols and definitions

(a)

“€”, “EUR” and “euro” mean the single currency of the Participating Member States.

(b)

“£”, “GBP” and “Sterling” mean the lawful currency for the time being of the United Kingdom.

(c)

“$”, “USD” and “Dollars” means the lawful currency of the US.

1.4

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 or the Contract (Third Party Rights) (Scotland) Act 2017 (the “Third Parties Acts”) or the corresponding common law of Scotland to enforce or enjoy the benefit of any term of this Agreement.

(b)

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, unless to the extent expressly provided to the contrary in any Finance Document.

1.5

Intercreditor Agreement and Finance Documents

(a)

in the event of any conflict between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement will prevail; and

(b)

in the event of any conflict between this Agreement and any other Finance Document (other than the Intercreditor Agreement), this Agreement will prevail.

1.6

Luxembourg terms

(a)

a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator, custodian assignee for the benefit of creditors or  similar officer includes any:

(i)

juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code;

(ii)

liquidateur appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg law dated 10 August 1915 on commercial companies, as amended;

(iii)

juge-commissaire or liquidateur appointed under Article 1200-1 of the Luxembourg law dated 10 August 1915 on commercial companies, as amended;

(iv)

commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or under Articles 593 to 614 (inclusive) of the Luxembourg Commercial Code; and

(v)

juge-délégué appointed under the Luxembourg act of 14 April 1886 on the composition with creditors, as amended;

(b)

a winding-up administration, reorganisation or dissolution includes, without limitation, bankruptcy (faillite) , insolvency, suspension of payments (sursis de paiement), or, according to the law of 7 August 2023 on the preservation of companies and modernisation of the bankruptcy law, a reorganisation by amicable agreement (réorganisation par accord amiable), a judicial reorganisation (réorganisation judiciaire) or a court-ordered liquidation (liquidation judiciare), liquidation, moratorium or reprieve from payment (sursis de paiement); general settlement with creditors, an administrative dissolution without liquidation procedure (procédure de dissolution administrative sans liquidation) or a voluntary dissolution or liquidation, reorganization or similar laws affecting the rights of creditors generally;

(c)

a lien or security interest includes any hypothéque, nantissement, gage, privilège, sȗreté réelle, droit de rétention, and any type of security in rem (sȗreté réelle) or

(d)

a "matured liability" or "matured debt" includes, without limitation, any créance certaine, liquide et exigible;

(e)

a person being unable to pay its debts includes that person being in a state of cessation of payments (cessation des paiements);

(f)

a person being solvent means that it is not in a state of cessation of payments (cessation des paiements) and has not lost its creditworthiness (ébranlement de crédit);

(g)

attachments or similar creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie-arrêt);

(h)

by-laws or constitutional documents include up-to-date (restated) articles of association (statuts);

(i)

a director, officer or manager include a gérant or an administrateur; and

(j)

a "set-off" includes, for purposes of Luxembourg law, legal set-off.

1.7

Scottish terms

(a)

assignment includes assignation under Scots law;

(b)

attachment shall include execution and diligence under Scots law;

(c)

execute means in relation to any Scots law governed document that such document is subscribed so that it shall be presumed to have been subscribed by the grantor and/or other parties thereto for the purposes of sections 3 and/or 7 of, and/or Schedule 1 to, the Requirements of Writing (Scotland) Act 1995;

(d)

release, re-assign and/or re-transfer shall, to the extent it relates to assets located in Scotland or otherwise governed by Scots law be construed to also refer to retrocess;

(e)

set-off includes retention, compensation and the balancing of accounts in insolvency; and

(f)

stay or stayed means sist under Scots law.

1.8

Dutch terms

(a)

“works council” means each works council (ondernemingsraad) or central or group works council (centrale of groeps ondernemingsraad) within the meaning of the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) having jurisdiction over that Dutch Obligor;

(b)

a “necessary action to authorise” includes any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) and

(c)

a “liquidator”, “receiver”, “administrative receiver”, “administrator”, “compulsory manager” or “other similar officer” includes a curator, a bewindvoerder, a herstructureringsdeskundige or an observator;

(d)

“constitutional documents” means the articles of association (statuten) and deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Trade Register of the Dutch Chamber of Commerce;

(e)

“insolvency” includes a faillissement and surceance van betaling, but excludes a stille bewindvoering;

(f)

“reorganisation” or “composition” includes statutory proceedings for the restructuring of debt (akkoordprocedure) under the Dutch Bankruptcy Act (Faillissementswet); and

(g)

a “winding-up”, “administration” or “dissolution” (and any of those terms) includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden).

2

The Facilities

2.1

The Facilities

(a)

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

(b)

Subject to this Agreement, the Bonding Facility Lenders make available to the Original Borrowers and any Additional Borrowers a bond and guarantee facility in an aggregate amount the Base Currency Amount of which is equal to the Total Bonding Facility Commitments.

(c)

Subject to this Agreement and the Ancillary Documents (as the case may be), an Ancillary Lender may make available an Ancillary Facility to any of the Borrowers or any Affiliate of any Borrower as part of all or part of its Commitment under a Revolving Facility.

2.2

Increase – general

(a)

The Obligors’ Agent may, by giving prior notice to the Agent after the effective date of a cancellation of:

(i)

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

(ii)

the Commitments of a Lender in accordance with Clause 11.1 (Illegality) or paragraph (a) of Clause 11.5 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank),

(A)

the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (including, without limitation, a Sponsor Affiliate) which, in each case, is not a member of the Group (each an “Increase Lender”) selected by the Obligors’ Agent, each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume as if it had been an Original Lender;

(B)

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the

(C)

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

(D)

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

(E)

any increase in the Total Commitments shall take effect on the date specified by the Obligors’ Agent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)

An increase in the Commitments relating to a Facility will only be effective on:

(i)

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

(ii)

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)

the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

(B)

the performance by the Agent and the Security Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent and the Security Agent (respectively) shall promptly notify to the Obligors’ Agent, the Increase Lender and the relevant Issuing Bank; and

(iii)

in the case of an increase in the Total Revolving Facility Commitments, any Issuing Banks consenting to that increase.

(c)

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)

The Obligors’ Agent shall within 10 Business Days of demand reimburse each of the Agent and the Security Agent for the amount of all third party costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2 subject to limits that must be agreed by the Obligors’ Agent prior to the commencement of any material work.

(e)

The Obligors’ Agent may pay to the Increase Lender a fee in the amount and at the times agreed between the Obligors’ Agent and the Increase Lender in a Fee Letter.

(f)

Clause 29.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)

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

(ii)

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

(iii)

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

(g)

Clause 30.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates) shall apply to any Commitments assumed by an Increase Lender which is a Sponsor Affiliate.

2.3

Finance Parties’ rights and obligations

(a)

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

(b)

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

(c)

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.4

Obligors’ Agent

(a)

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

(i)

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

(ii)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent,

(b)

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

2.5

Incremental Facilities

(a)

The Obligors’ Agent may at any time notify the Agent by delivery of an Incremental Facility Notice that it wishes to add one or more additional facilities under this Agreement and the other Finance Documents, including as new or existing facility commitment(s) and/or as an additional tranche or class of, or an increase of, or an extension of (including by way of a conversion on cashless rollover basis), the whole or a portion of any existing Facility or a previously incurred Incremental Facility either as a new facility and/or as an additional tranche of any existing facility (each an “Incremental Facility”).

(b)

No consent of any Finance Party is required to establish an Incremental Facility (other than any Lender which is to provide the relevant facility), provided that, unless otherwise agreed by the Majority Lenders:

(i)

no Event of Default is continuing at the time of, or would result from, the establishment of that Incremental Facility (but with the agreement of the providers of the relevant Incremental Facility it may be made available on a certain funds basis);

(ii)

that Incremental Facility must rank pari passu with the Revolving Facilities;

(iii)

if that Incremental Facility is a revolving credit, working capital or similar facility, it may not:

(A)

have a maturity date prior to the Maturity Date in respect of the RCF; or

(B)

exceed, when aggregated with the amount of any other revolving credit, working capital or similar Incremental Facilities, an amount permitted to

(iv)

any transaction funded or to be funded with or by that Incremental Facility would not otherwise be prohibited under the Finance Documents.

(c)

No Incremental Facility Notice will be regarded as having been duly completed unless it specifies the following matters in respect of the relevant Incremental Facility:

(i)

the proposed Borrower(s);

(ii)

the persons to become Incremental Facility Lenders in respect of that Incremental Facility;

(iii)

the amount being made available and the currency or currencies in which that Incremental Facility is available for utilisation;

(iv)

the conditions to drawdown (if any) of such Incremental Facility (which may be as agreed between the Parent and the Incremental Facility Lenders (each acting reasonably) providing that Incremental Facility), including any Agreed Certain Funds Period and related conditions;

(v)

the rate of interest applicable to that Incremental Facility (including any applicable Margin and Margin ratchet);

(vi)

the Maturity Date for that Incremental Facility;

(vii)

the Availability Period for that Incremental Facility; and

(viii)

the Incremental Facility Commencement Date for that Incremental Facility.

(d)

Subject to the conditions set out in paragraph (b) above being satisfied, following receipt by the Agent of a duly completed Incremental Facility Notice and with effect from the relevant Incremental Facility Commencement Date (or any later date on which the conditions set out in paragraph (e) below are satisfied):

(i)

the Lenders in respect of the relevant Incremental Facility (each an “Incremental Facility Lender”) shall make available that Incremental Facility in the aggregate amount set out in the Incremental Facility Notice;

(ii)

each of the Obligors and each such Incremental Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and such Incremental Facility Lenders would have assumed and/or acquired had the Incremental Facility Lenders been Original Lenders;

(iii)

each such Incremental Facility Lender shall become a Party as a “Lender”;

(iv)

each such Incremental Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as those Incremental Facility Lenders and those Finance Parties would have

(v)

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

(e)

The establishment of an Incremental Facility will only be effective on:

(i)

receipt by the Agent of an Incremental Facility Accession Notice executed by each person referred to in the relevant Incremental Facility Notice as an Incremental Facility Lender; and

(ii)

in relation to an Incremental Facility Lender which is not already a Lender:

(A)

that Incremental Facility Lender entering into an accession deed or agreement to the Intercreditor Agreement; and

(B)

the performance by the Agent and the Security Agent of all necessary “know your customer” or other similar identification checks under all applicable laws and regulations in relation to that Incremental Facility Lender making available an Incremental Facility, the completion of which the Agent and the Security Agent (respectively) shall promptly notify to the Obligors’ Agent.

(f)

Each Obligor irrevocably authorises the Obligors’ Agent to sign each Incremental Facility Notice on its behalf and each Finance Party irrevocably authorises and instructs the Agent and the Security Agent to acknowledge, execute and confirm acceptance of each Incremental Facility Notice, Incremental Facility Accession Notice and, if applicable, Lender Accession Deed on its behalf.  The Agent and the Security Agent shall as soon as reasonably practicable send to the Obligors’ Agent a copy of each executed Incremental Facility Notice, Incremental Facility Accession Notice and, if applicable, Lender Accession Deed.

(g)

Except to the extent as provided in paragraph (b) above, the terms applicable to any Incremental Facility will be those agreed by the Incremental Facility Lenders as set out in the applicable Incremental Facility Documents.  If there is any inconsistency between any term of the applicable Incremental Facility Documents and of this Agreement, the term agreed in the applicable Incremental Facility Documents shall prevail with respect to such Incremental Facility (without prejudice to paragraph (b) above). Notwithstanding any provision of a Finance Document to the contrary, there shall be no obligation or requirement to enter into any hedging arrangement or other derivative transaction in relation to any Incremental Facility.  The Obligors’ Agent shall deliver to the Agent a copy of any Incremental Facility Documents as soon as reasonably practicable following execution thereof.

(h)

Notwithstanding any other provision of this Agreement and the other Finance Documents, the Agent and the Security Agent are irrevocably authorised and instructed by each other Secured Party (without the requirement for any further authorisation or consent from any other Secured Party) to enter into such documentation as is necessary to amend this Agreement and any other Finance Document (including, without limitation, the Transaction Security Documents) to which each is party and/or any additional Transaction Security Documents and/or to enter into any supplemental agreements,

(i)

The Obligors’ Agent together with the Agent and/or the Security Agent, as the case may be, on behalf of the Secured Parties shall enter into any amendment, replacement of or supplement to the Finance Documents and/or take other action (if any) but always subject to the Agreed Security Principles, including:

(i)

in respect of guarantees and indemnities of each Obligor set out in Clause 23 (Guarantee and Indemnity), (including entering into confirmations that the guarantee and indemnity of each Obligor recorded in Clause 23 (Guarantee and Indemnity) (or any applicable Accession Deed or other Finance Document)), subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 23 (Guarantee and Indemnity) or any Accession Deed pursuant to which it became an Obligor or other Finance Document, ensure that such guarantees and indemnities extend to include all Incremental Facility Loans or other utilisations (as the case may be) of any Incremental Facility and any other obligations arising under or in respect of all Incremental Facility commitments (as the case may be), any additional Transaction Security Document (including those referred to in sub-paragraph (ii) below) and/or any supplemental agreements, confirmations and/or any other similar or equivalent documents; and

(ii)

in respect of any Transaction Security, enter into any additional Transaction Security Document and/or any supplemental agreements, confirmations and/or any other similar or equivalent documents and/or take such other action (if any) to ensure that the Transaction Security extends to include all Incremental Facility Loans or other utilisations (as the case may be) of any Incremental Facility and any other obligations arising under or in respect of all Incremental Facility commitments and/or any supplemental agreements, confirmations and/or any other similar or equivalent documents,

(j)

Each Incremental Facility Lender, by executing an Incremental Facility Accession Notice, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the relevant Incremental Facility becomes effective.

(k)

For the avoidance of doubt, no Lender will have any obligation to participate in an Incremental Facility (unless it has executed and delivered an Incremental Facility Accession Notice in respect of that Incremental Facility). By signing an Incremental Facility Notice as an Incremental Facility Lender, each such entity agrees to provide the commitments in respect of the relevant Incremental Facility Commitments set out against its name in that Incremental Facility Notice.

(l)

Clause 29.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.5 in relation to an Incremental Facility Lender as if references in that Clause 29.4 (Limitation of responsibility of Existing Lenders) to:

(i)

an Existing Lender were references to all the Lenders immediately prior to the establishment of the relevant Incremental Facility;

(ii)

the New Lender were references to that Incremental Facility Lender; and

(iii)

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

2.6

Permitted Refinancing

(a)

The Finance Parties shall be required to enter into any amendment to or replacement of the Finance Documents (including for the purpose of reflecting the terms of any Permitted Refinancing in the Finance Documents) and/or take such other action as is required by the Obligors’ Agent in order to facilitate any Permitted Refinancing, including in relation to any changes to, the taking of, or the release coupled with the retaking of, any guarantee or Security provided that, if an Event of Default is continuing, unless otherwise agreed by the Majority Lenders, neither the Agent nor the Security Agent shall be required to execute a release of assets from any existing Transaction Security or a release of any existing guarantee under Clause 23 (Guarantee and Indemnity) pursuant to this paragraph (a) (but without prejudice to any requirement to execute a release pursuant to any other provision of any Finance Document) unless:

(i)

replacement security will be provided pursuant to which the relevant Lenders (or the Security Agent on their behalf) will continue to have security in respect of the applicable assets or, as the case may be, a replacement guarantee will be provided; and

(ii)

the Agent (acting reasonably) is satisfied that the release coupled with the retaking of the relevant security or, as the case may be, guarantee will not expose the Finance Parties in whose favour the relevant security or guarantee has been granted to new insolvency hardening periods which are materially prejudicial to the interests of the Lenders taken as a whole under the Finance Documents,

(b)

For the avoidance of doubt, at the option of the Obligors’ Agent:

(i)

a Permitted Refinancing may be made available on a basis which is pari passu with or junior to any Facilities made available from time to time (subject to customary exceptions for fees, costs, expenses and other similar amounts payable to any agent, trustee or other relevant representative in respect of any Permitted Refinancing);

(ii)

a Permitted Refinancing may be made available on a secured or unsecured basis (provided that, subject to the Finance Parties complying with all relevant obligations under paragraph (a) above, the proceeds of any Security granted by a member of the Group in respect of a Permitted Refinancing shall be applied in accordance with the provisions of the Intercreditor Agreement (or, if applicable, any alternative intercreditor arrangements entered into in accordance with the definition of “Permitted Refinancing”), subject to exceptions for any Security which is particular to the structure or nature of any Permitted Refinancing or other transaction specific requirements, including any Security granted by a financing vehicle to creditors of that entity);

(iii)

a Permitted Refinancing shall be entitled to benefit from any Transaction Security; and

(iv)

a Permitted Refinancing may be effected in whole or in part by way of a debt exchange, non-cash rollover or other similar or equivalent transaction.

(c)

Notwithstanding any other provision of this Agreement and the other Finance Documents, the Agent and the Security Agent are irrevocably authorised and instructed by each other Secured Party (without the requirement for any further authorisation or consent from any other Secured Party) to enter into such documentation as is necessary to amend this Agreement and any other Finance Document (including, without limitation, the Transaction Security Documents) to which each is party and/or any additional Transaction Security Documents and/or to enter into any supplemental agreements, confirmations and/or any other similar or equivalent documents to reflect the terms of a Permitted Refinancing (consistent with the requirements of this Clause 2.6). Any action required to be taken under this Clause 2.6 shall be at the cost of the Group in accordance with the provisions of Clause 22.1 (Transaction expenses).

(d)

Any Permitted Refinancing otherwise prohibited under this Clause 2.6 or the definition of “Permitted Refinancing” shall require the consent of the Majority Lenders.

2.7

IPO Pushdown

(a)

In contemplation of, or following an IPO Event, the Obligors’ Agent shall be entitled to require (by written notice to the Agent (a “Pushdown Notice”)) that the terms of the Finance Documents shall operate (with effect from the date specified in the relevant Pushdown Notice (the “Pushdown Date”)) on the basis that:

(i)

the Group (and all related provisions) shall comprise only the IPO Pushdown Entity and its Restricted Subsidiaries from time to time;

(ii)

all financial ratio calculations shall be made excluding any Holding Company of the IPO Pushdown Entity and all reporting obligations shall be assumed at the level of the IPO Pushdown Entity;

(iii)

each reference in this Agreement to the Parent shall be deemed to be a reference to the IPO Pushdown Entity (to the extent applicable and unless the context requires otherwise, and provided further that nothing in this paragraph (a), including the deeming construct contemplated by this sub-paragraph (iii) and any action taken by the IPO Pushdown Entity prior to it being deemed to be the Parent, shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default);

(iv)

none of the representations, warranties, undertakings or Events of Default in the Finance Documents shall apply to any Holding Company of the IPO Pushdown Entity (whether in its capacity as an Obligor or otherwise);

(v)

no event, matter or circumstance relating to any Holding Company of the IPO Pushdown Entity (whether in its capacity as an Obligor or otherwise) shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default;

(vi)

each Holding Company of the IPO Pushdown Entity shall be irrevocably and unconditionally released from all obligations under the Finance Documents (including any Transaction Security granted by any such Holding Company); and/or

(vii)

unless otherwise notified by the Obligors’ Agent:

(A)

each person which is party to the Intercreditor Agreement as an “Investor” shall be irrevocably and unconditionally released from the Intercreditor Agreement and all obligations and restrictions under the Intercreditor Agreement (and from the date specified by the Obligors’ Agent that person shall cease to be party to the Intercreditor Agreement as an Investor and shall have no further rights or obligations under the Intercreditor Agreement as an Investor); and

(B)

there shall be no obligation or requirement for any person to become party to the Intercreditor Agreement as an Investor.

(b)

The Finance Parties shall be required to enter into any amendment to or replacement of the Finance Documents required by the Obligors’ Agent and/or take such other action as is required by the Obligors’ Agent in order to facilitate or reflect any of the matters contemplated by paragraph (a) above.  The Agent and the Security Agents are each irrevocably authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents and/or take other such action on behalf of the Finance Parties (and shall do so on the request of and at the cost of the Obligors’ Agent).

(c)

For the purpose of this Clause 2.7, the “IPO Pushdown Entity” shall be any member of the Group notified to the Agent by the Obligors’ Agent in writing as the person to be treated as the IPO Pushdown Entity in relation to the relevant IPO Event, provided that:

(i)

the IPO Pushdown Entity shall be the member of the Group who will issue shares, or whose shares are to be sold, pursuant to that IPO Event (or a Holding Company of such member of the Group); and

(ii)

the Obligors’ Agent may not designate a Subsidiary of a Borrower as the IPO Pushdown Entity unless on or prior to the date on which that Borrower will cease to be a member of the Group as a consequence of the operation of this Clause 2.7 it ceases to be a Borrower under this Agreement.

(d)

If the Obligors’ Agent delivers a Pushdown Notice to the Agent pursuant to paragraph (a) above in relation to a contemplated IPO Event, it shall be entitled to revoke that Pushdown Notice at any time prior to the occurrence of the relevant IPO Event by written notice to the Agent.  In the event that any Pushdown Notice is revoked in accordance with this paragraph (d):

(i)

the provisions of sub-paragraphs (a)(i) to (a)(vii) above shall cease to apply in relation to that Pushdown Notice;

(ii)

if any Transaction Security has been released pursuant to paragraph (a) above in reliance on that Pushdown Notice, if required by the Majority Lenders (acting reasonably) by prior written notice to the Obligors’ Agent and subject to the Agreed Security Principles, the relevant member of the Group shall as soon as reasonably practicable execute a replacement Transaction Security Document in respect of that Transaction Security; and

(iii)

if any person party to the Intercreditor Agreement as an “Investor” has been released from the Intercreditor Agreement pursuant to sub-paragraph (a)(vii) above in reliance on that Pushdown Notice, if required by the Majority Lenders (acting reasonably) by prior written notice to the Obligors’ Agent and that

(A)

nothing in this paragraph (d) shall prohibit or otherwise restrict the Obligors’ Agent from delivering a further Pushdown Notice in relation to any actual or contemplated IPO Event; and

(B)

revocation of a Pushdown Notice shall not, and shall not be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default (whether by reason of any action or step taken by any person, or any matter or circumstance arising or committed, while that Pushdown Notice was effective or otherwise).

2.8

Designated Entities

(a)

A Lender (the “Related Lender”) may designate an Affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in a Loan to a Borrower incorporated under the laws of the United States.

(b)

An Affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 21 (Form of Designated Entity Accession Agreement).

(c)

A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan.

(d)

When a Designated Entity participates in a Loan:

(i)

subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loan; and

(ii)

the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes.

(e)

For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender.

(f)

Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement.

(g)

A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 29.1 (Assignments and transfers by the Lenders).

(h)

No member of the Group will be liable to pay any fees, costs or expenses in connection with any designation under this Clause 2.8 by any Lender, including, without limitation, any filing, notary or registration cost necessary to perfect, protect or preserve any Security arising under any Finance Document

3

Purpose

3.1

Purpose

3.2

Monitoring

4

Conditions of Utilisation

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

in the case of a Rollover Loan, no Acceleration Event has occurred and is continuing; and

(b)

in the case of any other Loan, the Repeating Representations are true (except where already qualified by materiality) in all material respects and no Event of Default is continuing or would result from the proposed Loan.

4.3

Maximum number of Utilisations

(a)

A Borrower (or the Obligors’ Agent) may not (unless the Agent otherwise agrees) deliver a Utilisation Request if as a result of the proposed Utilisation:

(i)

more than 15 Revolving Loans would be outstanding under the RCF; or

(ii)

more than 50 Letters of Credit would be outstanding under the RCF.

(b)

Any Separate Loan shall not be taken into account in this Clause 4.3.

4.4

Conditions relating to Optional Currencies

(a)

Euro or Sterling; or

(b)

any other currency approved by all the Lenders under the applicable Revolving Facility which is readily available in the amount required and freely convertible into the Base Currency in the Relevant Market on the Quotation Day and the Utilisation Date for that Utilisation.

4.5

Utilisations of Revolving Facility/Incremental Facility during the Agreed Certain Funds Period

(a)

Subject to Clause 4.1 (Initial conditions precedent), during the relevant Agreed Certain Funds Period, a Lender under the Revolving Facility or an Incremental Facility Lender (as the case may be) will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to the relevant Agreed Certain Funds Utilisation if:

(i)

the Parent and each of the Lenders under the Revolving Facility or relevant Incremental Facility Lenders (as the case may be) have agreed that the Revolving Facility or relevant Incremental Facility shall be made available on a “certain funds basis” for a specified purpose in connection with a Permitted Acquisition or such other agreed purpose, for such period and on such terms or conditions (if any) as the Parent and those Lenders under the Revolving Facility or relevant Incremental Facility Lenders (as the case may be) shall agree and notify in writing to the Agent at least three (3) Business Days (or such shorter period agreed with the Agent) prior to the date of the relevant Utilisation Request; and

(ii)

on the proposed Utilisation Date:

(A)

no Major Default has occurred and is continuing or would result from the proposed Agreed Certain Funds Utilisation;

(B)

no Change of Control has occurred;

(C)

it is not unlawful for that Lender to participate in any Utilisation or to maintain its Commitment or participation in any Utilisation provided that that Lender has promptly notified the Agent of any illegality in accordance with Clause 11.1 (Illegality), and provided further that such illegality alone will not excuse any other Lender from participating in the

(D)

the applicable conditions or events (if any) specified in the relevant Incremental Facility Notice or other notice in relation to that Agreed Certain Funds Period and Agreed Certain Funds Utilisation are complied with or satisfied.

(b)

During the Agreed Certain Funds Period (save in respect of a Lender under the Revolving Facility or relevant Incremental Facility Lender (as the case may be) in circumstances where, pursuant to paragraph (a) above, that Lender under the Revolving Facility or Incremental Facility Lender (as the case may be) is not obliged to comply with Clause 5.4 (Lenders' participation) and subject as provided in Clause 11.1 (Illegality)), none of the Lenders under the Revolving Facility or relevant Incremental Facility Lenders (as the case may be) shall be entitled in respect of an Agreed Certain Funds Utilisation (and the corresponding Commitments to which it relates) to:

(i)

cancel any of its Commitments or Incremental Facility Commitments;

(ii)

rescind, terminate or cancel this Agreement or the relevant Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have in respect of a Facility to which the provisions of this Clause apply to the extent to do so would directly or indirectly prevent or limit the making of an Agreed Certain Funds Utilisation;

(iii)

refuse to participate in the making of an Agreed Certain Funds Utilisation;

(iv)

exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of an Agreed Certain Funds Utilisation to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(v)

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Transaction Security Document in respect of a Facility to which the provisions of this Clause apply to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(vi)

take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of an Agreed Certain Funds Utilisation; or

(vii)

declare that cash cover in relation to a Letter of Credit or an Ancillary Facility is immediately due and payable on demand,

(A)

immediately upon the expiry of the relevant Agreed Certain Funds Period (but subject to Clause 28.6 (Clean-up period) all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the applicable Agreed Certain Funds Period; and

(B)

this Clause 4.5 shall be without prejudice to, and shall not prevent or limit the exercise of, any rights of any of the Finance Parties in respect of any other Facility, Loan, Utilisation or Commitment.

4.6

Utilisation of Bonding Facility

5

Utilisation - Loans

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request for Loans

(a)

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

(i)

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

(ii)

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

(iii)

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

(b)

Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is or is in respect of the Notes Closing Date. Only one Utilisation may be requested in each subsequent Utilisation Request.

5.3

Currency and amount

(a)

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

(b)

Unless otherwise agreed by the Agent, the amount of the proposed Utilisation must be:

(A)

if the currency selected is the Base Currency, a minimum of $250,000 or, if less, the Available Facility; or

(B)

if the currency selected is an Optional Currency, a minimum of amount equal to the currency equivalent of $250,000 or, if less, the Available Facility.

5.4

Lenders’ participation

(a)

If the conditions set out in this Agreement have been met, and subject to Clause 10.1 (Repayment of Revolving Loans), each Lender shall make its participation in each Loan available to the Agent for the account of the relevant Borrower by the Utilisation Date through its Facility Office.

(b)

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

(c)

The Agent shall in relation to a Facility:

(i)

determine the Base Currency Amount of each Loan which is to be made in an Optional Currency; and

(ii)

notify each Lender of the amount, the currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan,

(d)

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

5.5

Cancellation of Commitment

6

Utilisation – Letters of Credit

6.1

The Revolving Facilities

(a)

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

(b)

Clause 5 (Utilisation – Loans) does not apply to utilisations by way of Letters of Credit.

6.2

Delivery of a Utilisation Request for Letters of Credit

6.3

Completion of a Utilisation Request for Letters of Credit

(a)

it specifies that it is for a Letter of Credit;

(b)

it identifies the Borrower of the Letter of Credit;

(c)

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

(d)

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

(e)

the currency and amount of the Letter of Credit comply with Clause 5.3(b) (Currency and amount);

(f)

the form of Letter of Credit is attached and is acceptable to the Issuing Bank (acting reasonably);

(g)

the Expiry Date of the Letter of Credit falls on or before the applicable Maturity Date in relation to the RCF, unless the relevant Borrower has agreed at the time of issuance to provide cash cover for such Letter of Credit or cover such Letter of Credit by a letter of credit or guarantee issued by a financial institution acceptable to the Issuing Bank (acting reasonably) at least twenty (20) Business Days prior to the applicable Maturity Date in relation to the RCF;

(h)

the delivery instructions for the Letter of Credit are specified;

(i)

the issuance of the Letter of Credit to the requested beneficiary would not be contrary to any law, regulation, internal regulation (which internal regulation is binding on, and applicable to, the relevant Issuing Bank’s business of issuing guarantees and letters of credit generally), sanction or embargo applicable to the Issuing Bank; and

(j)

the identity and address of the beneficiary of the Letter of Credit and the nature of the underlying obligations are approved by the Issuing Bank and the Lenders under the RCF.

6.4

Currency and amount

(a)

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

(b)

Unless otherwise agreed by the relevant Issuing Bank, the amount of the proposed Letter of Credit must be an amount whose Base Currency Amount is not more than the Available Facility and which is:

(i)

if the currency selected is the Base Currency, a minimum of $250,000 or, if less, the Available Facility; or

(ii)

if the currency selected is an Optional Currency, a minimum of amount equal to the currency equivalent of $250,000 or, if less, the Available Facility.

6.5

Issue of Letters of Credit

(a)

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

(b)

Subject to Clause 4.1 (Initial conditions precedent) and Clause 28.6 (Clean-up period), the relevant Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit other than one to which paragraph (c) below applies if, on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

(i)

other than in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 (Renewal of a Letter of Credit):

(A)

no Event of Default is continuing or would result from the proposed Utilisation; and

(B)

the Repeating Representations to be made by each Obligor are true in all material respects (where such representation is not already qualified by materiality) or true (where such representation is already qualified by materiality); and

(ii)

in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 (Renewal of a Letter of Credit), no Acceleration Event has occurred.

(c)

Subject to Clause 4.1 (Initial conditions precedent), during any Agreed Certain Funds Period, the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit which is an Agreed Certain Funds Utilisation, if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)

no Major Default has occurred and is continuing or would result from the issue of the proposed Letter of Credit;

(ii)

no Change of Control has occurred;

(iii)

it is not unlawful for the Issuing Bank to perform its obligations or to issue or maintain the proposed Letter of Credit, provided that the Issuing Bank has promptly notified the Parent of the relevant illegality in accordance with Clause 11.1 (Illegality), and provided further that such illegality alone will not excuse any other Issuing Bank from performing its obligations or issuing any Letter of Credit or maintaining the proposed Letter of Credit; and

(iv)

the applicable additional conditions or events (if any) specified in the relevant Incremental Facility Notice or other notice in relation to the Agreed Certain Funds Period and Agreed Certain Fund Utilisation are complied with or satisfied,

(d)

During any Agreed Certain Funds Period save in circumstances where, pursuant to paragraph (c) above, the Issuing Bank is not obliged to comply with paragraph (a) above and subject as provided in Clause 11.2 (Illegality in relation to Issuing Bank), the Issuing Bank shall not be entitled to in respect of an Agreed Certain Funds Utilisation (and the corresponding Commitments to which it relates):

(i)

cancel any of its Commitments to the extent to do so would prevent or limit the making of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(ii)

rescind, terminate or cancel this Agreement or the relevant Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would directly or indirectly prevent

(iii)

refuse to participate in the making of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(iv)

exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Utilisation to the extent to do so would prevent or limit the making of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(v)

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Transaction Security Document to the extent to do so would prevent or limit the issuing of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(vi)

take any other action or make or enforce any claim (in its capacity as Issuing Bank) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the issuing of a Letter of Credit which is an Agreed Certain Funds Utilisation; or

(vii)

declare that cash cover in relation to a Letter of Credit is immediately due and payable on demand,

(A)

immediately upon the expiry of the relevant Agreed Certain Funds Period all such rights, remedies and entitlements shall be available to the Issuing Bank notwithstanding that they may not have been used or been available for use during the relevant Agreed Certain Funds Period; and

(B)

this Clause 6.5 shall be without prejudice to, and shall not prevent or limit the exercise of, any rights of any of the Finance Parties in respect of any other Facility, Loan, Utilisation or Commitment.

(e)

The amount of each Lender’s participation in each Letter of Credit will be equal to the proportion borne by its Available Commitment to the Available Facility (in each case in relation to the RCF) immediately prior to the issue of the Letter of Credit.

(f)

The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

(g)

The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) above have been met.  The Issuing Bank may assume that those conditions have been met unless it is expressly notified to the contrary by the Agent at least two (2) Business Days prior to issue of the Letter of Credit.  The Issuing Bank will have no liability to any person for issuing a Letter of Credit based on such assumption.

(h)

The Issuing Bank is solely responsible for the form of the Letter of Credit that it issues.  The Agent has no duty to monitor the form of that document.

(i)

Each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to a Letter of Credit and its issue.

(j)

The Issuing Bank may issue a Letter of Credit in the form of a SWIFT message or other form of communication customary in the Relevant Market but has no obligation to do so.

6.6

Renewal of a Letter of Credit

(a)

A Borrower (or the Obligors’ Agent on its behalf) may request that any Letter of Credit issued on behalf of that Borrower be renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time (or by such later time as the Agent may agree).

(b)

The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in paragraph (f) of Clause 6.3 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

(c)

The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

(i)

its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and

(ii)

its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal (unless this is not a Business Day, in which case it shall start on the next Business Day following the Expiry Date of the Letter of Credit immediately prior to its renewal), and shall end on the proposed Expiry Date specified in the Renewal Request.

(d)

Subject to paragraph (e) below, if the conditions set out in this Agreement have been met, the relevant Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

(e)

Where a new Letter of Credit is to be issued to replace by way of renewal an existing Letter of Credit, the Issuing Bank is not required to issue that new Letter of Credit until that existing Letter of Credit has been returned to the Issuing Bank or the Issuing Bank is satisfied that, upon issue of that new Letter of Credit, that existing Letter of Credit will be returned to the Issuing Bank.

6.7

Reduction of a Letter of Credit

(a)

If, on the proposed Utilisation Date of a Letter of Credit, any of the Lenders under the RCF (other than the relevant Issuing Bank in its capacity as a Lender or any Affiliate of it) is a Non-Acceptable L/C Lender and:

(i)

that Lender has failed to provide cash collateral to the relevant Issuing Bank in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender); and

(ii)

the relevant Borrower has failed to provide cash cover to the relevant Issuing Bank when requested to do so in accordance with Clause 7.5 (Cash cover by Borrower),

(b)

The relevant Issuing Bank shall notify the Agent of each reduction made pursuant to this Clause 6.7.

(c)

This Clause 6.7 shall not affect the participation of each other Lender in that Letter of Credit.

6.8

Revaluation of Letters of Credit

(a)

If any Letters of Credit are denominated in an Optional Currency, the Agent shall at six monthly intervals after the Notes Closing Date recalculate the Base Currency Amount of each Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

(b)

The Obligors’ Agent shall, if requested by the Agent within ten (10) Business Days of any calculation under paragraph (a) above, ensure that sufficient Revolving Utilisations under the RCF are prepaid to prevent the Base Currency Amount of the Revolving Utilisations under the RCF exceeding the RCF Commitments (after deducting the total Ancillary Commitments applicable to the RCF) following any adjustment to a Base Currency Amount under paragraph (a) above.

6.9

Reduction or expiry of Letter of Credit

6.10

Appointment of Additional Issuing Banks

7

Letters of Credit

7.1

Immediately payable

7.2

Claims under a Letter of Credit

(a)

Each Borrower irrevocably and unconditionally authorises the relevant Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by it (or requested by the Obligors’ Agent on its behalf) and which appears on its face to be in order (in this Clause 7, a “claim”).

(b)

Each Borrower shall, within five (5) Business Days of demand, pay to the Agent for the relevant Issuing Bank an amount equal to the amount of any claim paid by such Issuing Bank to the extent it is not otherwise reimbursed under this Agreement.

(c)

On receipt of any demand under Clause 7.1 (Immediately payable) or this Clause 7.2, the relevant Borrower shall (unless the Obligors’ Agent notifies the Agent otherwise) be deemed to have delivered to the Agent a duly completed Utilisation Request requesting an RCF Loan:

(i)

in an amount equal to the amount of the relevant claim or amount demanded (net of any applicable cash cover) and in the same currency;

(ii)

for an Interest Period of three Months or such other period of up to six Months as notified by the relevant Borrower to the relevant Issuing Bank prior to the Utilisation Date; and

(iii)

with a Utilisation Date on the date payment falls due from such Borrower under Clause 7.1 (Immediately payable) or this Clause 7.2. The Available Commitment of each Lender under the RCF shall for the purpose of this Loan be calculated ignoring its participation in the relevant Letter of Credit.

(d)

Each Borrower acknowledges that an Issuing Bank:

(i)