UGIC UGI Corporation

Pennsylvania
(State or Other Jurisdiction
of Incorporation)

1-11071
(Commission
File Number)

23-2668356
(IRS Employer
Identification No.)

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, without par value

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UGI

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New York Stock Exchange

Exhibit
Number:

Description

10.1

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Amended and Restated Multicurrency Facilities Agreement, dated June 19, 2024, by and among UGI International, LLC, UGI International Holdings B.V., Natixis, as agent, and the lenders party thereto.

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104

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Cover Page Interactive Data File (formatted as inline XBRL).

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UGI Corporation

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June 25, 2024

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By:

/s/ Jessica A. Milner

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Name:

Jessica A. Milner

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Title:

Secretary

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(1)

UGI INTERNATIONAL, LLC, a limited liability company, incorporated under the laws of Pennsylvania, located at 460 North Gulph Road, King of Prussia, Pennsylvania, 19406, USA and represented by duly authorised signatories for the purpose of this Agreement as a borrower (the “Company”) and as the Obligors’ Agent in accordance with clause 2.4 (Obligors’ Agent) of the Existing Facilities Agreement (as defined below); and

(2)

NATIXIS, for itself and on behalf of the other Finance Parties (the “Agent”).

(A)

This Agreement amends and restates the multicurrency facilities agreement dated 7 March 2023, between, amongst others, UGI International, LLC as the Company, UGI International Holdings B.V. as the Dutch Borrower , and arranged by Natixis and Crédit Agricole Corporate & Investment Bank as Active Bookrunners, BNP Paribas, Crédit Agricole Corporate & Investment Bank, HSBC Continental Europe, ING Bank N.V., French Branch, Natixis and Raiffeisen Bank International AG as Bookrunners and Mandated Lead Arrangers, Barclays Bank Ireland PLC as Mandated Lead Arranger, Danske Bank A/S as Lead Arranger, with Natixis and Crédit Agricole Corporate & Investment Bank as Coordinators, and Natixis as Agent, the Original Guarantors (as identified therein) and the Original Lenders (as identified therein) (the “Existing Facilities Agreement”).

(B)

Pursuant to Clause 11.7 (ESG Amendment) of the Existing Facilities Agreement, the Agent and the Company wish to amend and restate the Existing Facilities Agreement on the terms and subject to the conditions set out in this Agreement.

(C)

The Company is entering into this Agreement for itself and as Obligors’ Agent on behalf of each other Obligor in accordance with clause 2.4 (Obligors’ Agent) of the Existing Facilities Agreement.

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

(a)

this Agreement; and

(b)

the Amended and Restated Facilities Agreement.

1.2

Save as defined in this Agreement, words and expressions defined in the Existing Facilities Agreement shall have the same meanings in this Agreement.

1.3

Clauses 1.2 (Construction) and 1.4 (Third Party rights) of the Existing Facilities Agreement shall be deemed to be incorporated into this Agreement save that references in the Existing Facilities Agreement to “this Agreement” shall be construed as references to this Agreement.

2.

AMENDMENT AND RESTATEMENT OF THE EXISTING FACILITIES AGREEMENT

(a)

the Existing Facilities Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 1 (Amended and Restated Facilities Agreement); and

(b)

subject to the terms thereof, any reference made to the Existing Facilities Agreement in all the other Finance Documents to which the Parties are a party shall be interpreted as a reference made to the Amended and Restated Facilities Agreement.

3.

EFFECTIVE TIME AND DESIGNATION

3.1

The “Effective Time” shall be the later of the date of this Agreement and the time and date on which the Agent confirms in writing to the Company that it has received or waived all of the documents and evidence listed in Schedule 2 (Conditions Precedent) and that each is in form and substance satisfactory to it. In any event the Effective Time shall be no later than 19 June 2024.

3.2

The Company and the Agent designate this Agreement as a Finance Document.

4.

FURTHER ASSURANCE

5.

NO NOVATION

5.1

For the avoidance of doubt, this Agreement and the amendments contained herein do not create any novation of the provisions of the Existing Facilities Agreement. The provisions of the Existing Facilities Agreement, as amended by this Agreement, shall remain in full force and effect.

5.2

This Agreement and the amendments contained herein shall form an integral part of the Amended Facilities Agreement which constitutes, together with this Agreement, an indivisible and a single agreement.

6.

OBLIGOR CONFIRMATION

(a)

the guarantee and indemnity contained in clause 20 (Guarantee and Indemnity) of the Existing Facilities Agreement shall continue in full force and effect and extend to the liabilities and obligations of the Obligors under the Finance Documents (as amended and/or restated from time to time) including as varied, amended, restated, supplemented or extended by this Agreement; and

(b)

save as expressly provided in this Agreement, the Existing Facilities Agreement and each other Finance Document will remain and shall continue in full force and effect.

7.

REPRESENTATIONS AND WARRANTIES

7.1

The Company represents and warrants to the Agent that it has been, and remains, appointed and authorised to act as the Obligors’ Agent in accordance with clause 2.4 (Obligors’ Agent) of the Existing Facilities Agreement.

8.

MISCELLANEOUS

9.

COUNTERPARTS

10.

GOVERNING LAW

11.

ENFORCEMENT

(a)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

(b)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(1)

UGI INTERNATIONAL, LLC, a limited liability company, incorporated under the laws of Pennsylvania, located at 460 North Gulph Road, King of Prussia, Pennsylvania, 19406, USA and represented by duly authorised signatories for the purpose of this Agreement as a borrower (the “Company”);

(2)

UGI INTERNATIONAL HOLDINGS BV, a private limited liability company, incorporated under the laws of the Netherlands, with its official seat in Amsterdam, the Netherlands, registered with the Dutch trade register under number 34252004, as a borrower (the “Dutch Borrower” and together with the Company, the “Borrowers”);

(3)

THE ENTITIES listed in Schedule 2 (List of Guarantors) as guarantors (the “Original Guarantors”);

(4)

NATIXIS, a société anonyme, incorporated under the laws of France under registration number 542 044 524 RCS Paris, having its registered office at 7 promenade Germaine Sablon, 75013 Paris, France and represented by duly authorised signatories for the purpose of this Agreement, as an active bookrunner and as a mandated lead arranger and bookrunner of the Facilities (as an “Active Bookrunner” and “Mandated Lead Arranger and Bookrunner”);

(5)

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a société anonyme, organized and existing under the laws of the French Republic, whose registered office is at 12 place des États Unis, CS 70052, 92547 Montrouge Cédex, France, registered under the unique identification number 304 187 701 RCS Nanterre as a coordinator, an active bookrunner and a mandated lead arranger and bookrunner of the Facilities (as an “Active Bookrunner”, “Mandated Lead Arranger and Bookrunner” and a “Coordinator”, and together with Natixis, the “Active Bookrunners”, the “Coordinators” and together with NATIXIS, BNP PARIBAS, HSBC CONTINENTAL EUROPE, ING BANK N.V., FRENCH BRANCH AND RAIFFEISEN BANK INTERNATIONAL AG, “Mandated Lead Arrangers and Bookrunners”);

(6)

BARCLAYS BANK IRELAND PLC, as the mandated lead arranger, the “Mandated Lead Arranger”; and

(7)

DANSKE BANK A/S, as the lead arranger, (the “Lead Arranger” and together with the Coordinators, the Active Bookrunners, the Mandated Lead Arrangers and Bookrunners and the Mandated Lead Arranger, the “Banks”);

(8)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”); and

(9)

NATIXIS, in its capacity as agent and a coordinator for the Lenders under the Finance Documents (the “Agent” and a “Coordinator”).

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

(a)

Natixis, any member of the Banque Populaire and Caisse d’Epargne networks within the meaning of articles L.512-11, L.512-86 and L.512-106 of the French Code monétaire et financier;

(b)

Crédit Agricole Corporate and Investment Bank, shall be deemed to include:

(ii)

any securitisation fund (including French Fonds Communs de Titrisation) or compartment thereof whose units, bonds or any type of securities being issued by it would be held by the company described in paragraph (ii) above or any subsidiary thereof; and

(c)

Raiffeisen Bank International AG, any credit institution located in Austria whose name includes the term “Raiffeisen” and any credit institution which is a majority-owned subsidiary of Raiffeisen Bank International AG outside of Austria.

(a)

the Agent's spot rate of exchange; or

(b)

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

(a)

in respect of any Capital Lease of any person, the capitalised amount thereof that would appear on a balance sheet of such person prepared as of such date in accordance with GAAP; and

(b)

in respect of any Synthetic Lease, the capitalised amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

(a)

in relation to Facility A, the Closing Date;

(b)

in relation to Facility B, the period from and including the Closing Date and until the date falling one (1) Month before the Termination Date; and

(c)

in relation to the Swingline Facility, the period from and including the Closing Date and until the date falling one (1) Month before the Termination Date.

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

in relation to the United Kingdom, the UK Bail-In Legislation; and

(c)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

(a)

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

(b)

(in relation to:

(i)

the fixing of an interest rate in relation to a Term Rate Loan;

(ii)

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(iii)

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

(a)

is, or is scheduled to become, payable under any Finance Document; and

(b)

relates to a Compounded Rate Loan.

(a)

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

(b)

the applicable Baseline CAS (if any).

(a)

is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of Majority Lenders);

(b)

specifies a calculation methodology for that rate; and

(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,

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidential Information); or

(B)

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

(C)

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

(ii)

any Funding Rate.

(a)

Consolidated Net Income for such period;

(b)

the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income: (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, and (iii) depreciation and amortisation of property, plant and equipment and intangible assets, in each case for such period;

(c)

Permitted Acquisition Costs Savings and Synergies to the extent permitted by the definition of “Permitted Acquisition”.

(i)

net after-tax extraordinary gains or losses;

(ii)

net after-tax gains or losses attributable to Permitted Disposals;

(iii)

the net income or loss of any person which is not a Subsidiary of the Company and which is accounted for by the equity method of accounting; provided, that Consolidated Net Income shall include the amount of dividends or distributions actually paid to the Company or any Subsidiary of the Company;

(iv)

the net income of any Subsidiary of the Company to the extent that dividends or distributions of such net income are not at the date of determination permitted by

(v)

the net after-tax gains or losses attributable to the early extinguishment of Indebtedness;

(vi)

the net after-tax gains or losses attributable to the early termination of any Hedge Agreement;

(vii)

unrealised gains or losses attributable to any Hedge Agreement; and

(viii)

the cumulative effect of any changes in accounting principles.

(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; or

(c)

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

(i)

its failure to pay, 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)

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

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

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

(a)

€STR; and

(b)

EONIA-€STR Spread,

(a)

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

(b)

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

(c)

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

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

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

(a)

(i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Employee Plan unless the 30 day notice requirement with respect to such event has been waived or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of an Employee Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Employee Plan within the following 30 days, unless the notice requirement with respect to such event has been waived;

(b)

the application for a minimum funding waiver under Section 302(c) of ERISA with respect to an Employee Plan;

(c)

the provision by the administrator of any Employee Plan of a notice of intent to terminate such Employee Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA), other than in connection with a “standard termination”, as described in Section 4041(b) of ERISA, of the Employee Plan;

(d)

the cessation of operations at a facility of any Obligor or any ERISA Affiliate affecting an Employee Plan in the circumstances described in Section 4062(e) of ERISA;

(e)

the incurrence by any Obligor or ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal by any Obligor or any ERISA Affiliate from a Multiple Employer Plan pursuant to Section 4063 or 4064 of ERISA;

(f)

the institution by the PBGC of proceedings to terminate an Employee Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section

(g)

the failure of a U.S. Obligor or any of its ERISA Affiliates to make by its due date a required contribution with respect to any Employee Plan; or (ii) any required contribution to a Multiemployer Plan; or

(h)

the incurrence or expected incurrence by any Obligor or ERISA Affiliate of any liability under Title IV of ERISA with respect to any Employee Plan or Multiemployer Plan, other than for premiums that are duly paid.

(a)

the applicable €STR Screen Rate for that day; or

(b)

as otherwise determined pursuant to Clause 8.6 (Unavailability of €STR Screen Rate – Swingline Facility).

(a)

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

(b)

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

(a)

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

(b)

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

(a)

in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (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;

(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)

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise);

(b)

entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); or

(c)

to purchase any materials, supplies or other property from, or to obtain the services of, another person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered,

(a)

all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such person, and in particular, the issue of the Notes 2021;

(b)

all obligations to pay the deferred purchase price of property or services of any such person, except (i) trade payables arising in the ordinary course of business not more than ninety (90) days past due, or (ii) that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such person;

(c)

the Attributable Indebtedness of such person with respect to such person's obligations in respect of Capital Leases and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);

(d)

all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(e)

all Indebtedness of any other person secured by a lien on any asset owned or being purchased by such person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such person or is limited in recourse;

(f)

all obligations, contingent or otherwise, of any such person relative to the face amount of letters of credit, whether or not drawn, including any reimbursement obligation, and banker's acceptances issued for the account of any such person;

(g)

all Net Hedging Obligations of any such person;

(h)

the outstanding attributed principal amount under any asset securitisation program of any such person to the extent recourse to such person or any of its Subsidiaries; and

(i)

all Guaranty Obligations of any such person with respect to any of the foregoing.

(i)

the Indebtedness of any person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such person; and

(ii)

any Shareholder Advance shall not be treated as Indebtedness for any purpose provided it is subordinated to the satisfaction of the Finance Parties.

(a)

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

(b)

admits in writing its inability generally to pay its debts as they become due;

(c)

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

(d)

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

(e)

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

(i)

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

(ii)

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

(f)

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

(g)

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

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation

(i)

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

(j)

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

(k)

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

(a)

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

(b)

the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

(a)

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

(b)

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

(a)

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

(b)

the applicable Primary Term Rate for the shortest period (for which that Primary Term 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 under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c)

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

(d)

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

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.2 (Increase) or Clause 26 (Changes to the Lenders),

(a)

when designated “Facility A Margin” and in relation to any Facility A Loan in the Base Currency, one point seventy per cent. (1.70%) per annum;

(b)

when designated “Facility B Margin” and in relation to any Facility B Loan in the Base Currency, one point thirty five per cent. (1.35%) per annum. When a Facility B Loan is provided in the Optional Currency, the applicable Facility B Margin will be increased by zero point thirty five per cent. (0.35%); and

(c)

means when designated “Swingline Margin” and in relation to any Swingline Loan in the Base Currency, one point fifty per cent. (1.50%) per annum,

(a)

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

(b)

the ability of any of the Borrowers to perform its payment obligations under any of the Finance Documents or to comply with Clause 23 (Financial Covenant).

(a)

any Obligor;

(b)

any member of the Group whose Consolidated EBITDA exceeds ten per cent. (10%) of the Consolidated EBITDA of the Group during the most recent relevant period for which financial statements have been delivered by the Company pursuant to Clause 22.1 (Financial statements); and

(c)

any other member of the Group to be included as necessary to ensure that at all times the Borrowers and the Material Subsidiaries represent more than seventy per cent. (70%) of the Consolidated EBITDA of the Group.

(a)

the audited and consolidated financial statements of the Group (consisting of consolidated balance sheets, income statements, cash flow statements and equity statements) for the Financial Year ending 30 September 2022; and

(b)

the unaudited and consolidated financial statements of the Group for the nine (9) month period ended 30 June 2022.

(a)

the company or the business which is the subject of such investment carries on business activities which are related, ancillary, similar or complementary to those carried on by the Group;

(b)

with respect to any investment with an Enterprise Value of at least one hundred and fifty million euro (€150,000,000) (or its equivalent in any other currency), an Authorised Representative certifies in a certificate (an “Acquisition Certificate”) addressed to the Finance Parties (such certificate to contain calculations in reasonable detail and delivered to the Agent at least five (5) Business Days (or such shorter period as is reasonably acceptable to the Agent (acting on the instructions of the Majority Lenders) prior to the date on which the investment is completed) that the Consolidated Total Net Leverage Ratio as calculated on a Pro Forma Basis on the Testing Date which immediately precedes the date on which the investment is completed, shall not be greater than 4.25x (taking into account the investment in the relevant Target and in the event of an acquisition of at least fifty per cent. (50%) of the Capital Stock in a Target, Permitted Acquisition Costs Savings and Synergies); and

(c)

no acquisitions shall be permitted to be made in a Sanctioned Country or in a Target who is engaged in any transaction, activity or conduct that would violate Sanctions,

(a)

by a member of the Group to another member of the Group;

(b)

by a member of the Group to an entity which is not a member of the Group, if following such disposal the Consolidated Total Net Leverage Ratio on a Pro Forma Basis is less than or equal to 3.85x; or

(c)

during an Increased Leverage Ratio period to the extent: (x) binding agreements with respect to any such disposal were entered into prior to the Increased Leverage Ratio period: or (y) such disposal is contemplated in connection with the Permitted Acquisition that caused the Increased Leverage Ratio.

(a)

merger between two members of the Group; or

(b)

any other merger, amalgamation or consolidation, so long as no Event of Default has occurred or is continuing before or after such event and provided that following such merger, amalgamation or consolidation the Consolidated Total Net Leverage Ratio on a Pro Forma Basis is less than or equal to 3.85x; or

(c)

any other merger, amalgamation or consolidation during an Increased Leverage Ratio period to the extent: (x) binding agreements with respect to any such merger, amalgamation or consolidation were entered into prior to the Increased Leverage Ratio period: or (y) such merger, amalgamation or consolidation is contemplated in connection with the Permitted Acquisition that caused the Increased Leverage Ratio,

(a)

any Permitted Disposal, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents; and

(b)

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 another member of the Group.

(a)

income statement items (whether positive or negative) attributable to the Property or person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all of the Capital Stock of a Subsidiary or any division, business unit, product line or line of business, shall be excluded and (ii) in the case of a Permitted Acquisition, shall be included only in accordance with the definition of Permitted Acquisition;

(b)

any retirement of Indebtedness; and

(c)

any Indebtedness incurred or assumed by the Company, as applicable, or any of its Subsidiaries in connection therewith and if such Indebtedness has a floating or formula

(a)

any freehold, leasehold or moveable property: and

(b)

any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

(a)

the Primary Term Rate for any Quoted Tenor; or

(b)

an RFR.

(a)

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

(A)

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

(B)

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

(ii)

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

(iii)

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

(iv)

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

(v)

the administrator of that Published Rate determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fall-back policies or arrangements and either:

(A)

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

(B)

that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the period specified as the “Published Rate Contingency Period” in the Reference Rate Terms relating to that Published Rate; or

(c)

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

(a)

is agreed in writing by Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders) or, in the case of any Reference Rate Supplement which has the effect of a reduction in the Margin, all the Lenders;

(b)

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

(c)

specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and

(d)

has been made available to the Company and each Finance Party.

(a)

a currency;

(b)

a Loan or an Unpaid Sum in that currency;

(c)

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

its Original Jurisdiction; and

(a)

any jurisdiction where it conducts its business.

(a)

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

(i)

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

(ii)

any Relevant Nominating Body,

(b)

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

(c)

in the opinion of the Majority Lenders and the Company, an appropriate successor to a Published Rate.

(a)

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

(b)

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

(c)

in the same currency as the maturing Loan; and

(d)

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

(a)

any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Company or any division, business unit, product line or line of business provided that such disposition is a Permitted Disposal; and

(b)

any Permitted Acquisition.

(a)

in relation to an Original Swingline Lender, the amount in the Base Currency set opposite its name under the heading “Swingline Commitment” listed in Schedule 1 and the amount of any other Swingline Commitment transferred to it under this Agreement; and

(b)

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

(a)

an Original Swingline Lender; or

(b)

any other person that becomes a Swingline Lender after the date of this Agreement in accordance with Clause 2.2 (Increase) or Clause 26 (Changes to the Lenders),

(a)

euro; and

(b)

any currency specified as such in a Reference Rate Supplement relating to that currency,

(a)

the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

(b)

as otherwise determined pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate),

(a)

for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and

(b)

for any date prior to the date referenced in (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognised dealer in such Hedge Agreements.

(a)

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

(b)

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

(a)

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

(b)

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

(c)

in relation to any other applicable Bail-In Legislation:

(i)

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

(ii)

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

1.2

Construction

(i)

any “Active Bookrunner”, the “Agent”, any “Coordinator”, any “Mandated Lead Arranger and Bookrunner”, any “ESG Coordinator”, the “Mandated Lead Arranger”, the “Lead Arranger”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent or, if not so agreed, is in the form specified by the Agent;

(iii)

a Lender's “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(iv)

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

(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;

(vi)

a “group of Lenders” includes all the Lenders;

(vii)

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

(viii)

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

(ix)

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, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(x)

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

(xi)

unless a contrary indication appears, a time of day is a reference to London time.

(b)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)

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

(d)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e)

A 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,

(f)

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

(g)

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

(i)

Schedule 12 (Reference Rate Terms); or

(ii)

any earlier Reference Rate Supplement.

(h)

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

(i)

Schedule 13 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 14 (Cumulative Compounded RFR Rate), as the case may be; or

(ii)

any earlier Compounding Methodology Supplement.

(i)

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

(j)

A Sustainability Breach is “continuing” if it has not been remedied or waived.

(k)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

1.3

Currency symbols and definitions

1.4

Third party rights

(a)

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

(b)

Subject to Clause 37.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.5

French terms

(a)

a “suspension of payments” or inability to “pay its debts as they fall due” includes that French member of the Group being in a state of cessation des paiements within the meaning of the French Code de commerce;

(b)

a “moratorium” includes a moratorium under a mandat ad hoc or conciliation procedure in accordance with articles L. 611-3 to L. 611-16 of the French Code de Commerce;

(c)

a “similar officer” shall include a provisional administrator, conciliateur, mandataire ad hoc, administrateur judiciaire, mandataire judiciaire, liquidateur judiciaire, commissaire à l'exécution du plan, mandataire à l'exécution de l'accord or any person appointed as a result of any proceedings described in paragraph (e) below;

(d)

a “winding-up”, “dissolution”, “administration” or “reorganisation” includes liquidation judiciaire, redressement judiciaire, sauvegarde, sauvegarde accélérée, mandat ad hoc or conciliation proceedings under Livre Six of the French Code de Commerce;

(e)

“any analogous procedure or step” shall include:

(i)

any member of the Group applying for mandat ad hoc or conciliation in accordance with articles L. 611-3 to L. 611-16 of the French Code de Commerce; and

(ii)

the entry of a judgment opening sauvegarde, sauvegarde accélérée, redressement judiciaire or liquidation judiciaire proceedings or ordering a cession totale ou partielle de l'entreprise under articles L. 620-1 to L. 670-8 of the French Code de Commerce.

(f)

“guarantee” includes any cautionnement, aval, any garantie which is independent from the debt to which it relates and any type of sûreté personnelle;

(g)

a “merger” includes any fusion implemented in accordance with articles L. 236-1 to L. 236-24 of the French Code de Commerce and a “corporate reconstruction” includes, in relation to a company any contribution of part of its business in consideration of shares (apport partiel d'actifs) and any demerger (scission) implemented in accordance with articles L. 236-1 to L.236-24 of the French Code de Commerce; and

(h)

a “security interest” includes any sûreté réelle.

1.6

Dutch terms

(a)

a necessary action to authorise where applicable, includes without limitation:

(i)

any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and

(ii)

obtaining an unconditional positive advice (advies) from the competent works council(s) if a positive advice is required pursuant to the Dutch Works Councils Act (Wet op de ondernemingsraden);

(b)

gross negligence means grove schuld;

(c)

negligence means schuld;

(d)

a security interest includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(e)

wilful misconduct means opzet;

(f)

a winding-up, administration or dissolution (and any of those terms) includes a Dutch entity being declared bankrupt (failliet verklaard), being subject to a pre-insolvency plan procedure (onderhands akkoordprocedure), or dissolved (ontbonden);

(g)

a moratorium includes surseance van betaling and a moratorium is declared or occurs includes surseance verleend;

(h)

any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Dutch Tax Collection Act (Invorderingswet 1990);

(i)

an administrative receiver or receiver includes a curator;

(j)

an administrator includes a (stille) bewindvoerder, a herstructureringsdeskundige or an observator;

(k)

an attachment includes a beslag;

(l)

a merger includes a juridische fusie;

(m)

a demerger includes a juridische splitsing; and

(n)

financial assistance means any action or contemplated action prohibited by a naamloze vennootschap, section 2:98(c) of the Dutch Civil Code (Burgerlijk Wetboek).

2.

THE FACILITIES

2.1

The Facilities

(a)

a term loan facility in an aggregate amount equal to the Total Facility A Commitments; and

(b)

a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility B Commitments.

2.2

Increase

(a)

The Company may by giving prior notice to the Agent by no later than the date falling thirty (30) Business Days after the effective date of a cancellation of the Commitment of a Lender in accordance with:

(i)

Clause 10.1 (Illegality) or Clause 10.6 (Right of cancellation in relation to a Defaulting Lender); or

(ii)

paragraph (a) of Clause 10.5 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Commitments relating to any Facility be increased (and the Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Commitments relating to that Facility so cancelled as follows:

(A)

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

(B)

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

(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 in respect of that part of the increased Commitments which it is to assume;

(D)

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

(E)

any increase in the Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

(b)

The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

(c)

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

(d)

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

(e)

The Company shall promptly on demand pay the Agent the amount of all pre-agreed costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(f)

The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 26.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 26.6 (Procedure for transfer) and if the Increase Lender was a New Lender.

(g)

The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company and the Increase Lender setting out that fee.  A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph (g).

(h)

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

(i)

Clause 26.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)

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

(ii)

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

(iii)

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

2.3

Finance Parties' rights and obligations

(a)

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

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrowers 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 a Borrower 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 the relevant Borrower.

(c)

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

2.4

Obligors' Agent

(a)

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

(i)

the Company on its behalf to supply all information concerning itself, its financial condition and otherwise to the Lenders as contemplated under this Agreement and to give all notices and instructions, to execute on its behalf any Finance

(ii)

each Finance Party to give any notice, demand or other communication to be given to or served on such Obligor pursuant to the Finance Documents to Company on its behalf,

(b)

Every act, agreement, undertaking, settlement, waiver, amendment, notice or other communication given or made by the Company or given to the Company 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 the same (and irrespective of whether the Company has complied with its obligations under paragraph (c) below) provided that, except as expressly provided in Clause 20 (Guarantee and Indemnity), no Obligor jointly and severally guarantees to each Finance Party prompt performance by each other Obligor of all its obligations under the Finance Documents and the payments when due of all sums from time to time payable by each other Obligor. In the event of any conflict between any notices or other communications of the Company and any other Obligor, those of the Company shall prevail.

(c)

Without prejudice to the foregoing, the Company shall at all times keep each Obligor informed of all such actions taken or notices or instructions given by the Company on behalf of such Obligor and to the extent practicable or desirable consult with and take instructions from such Obligor.

3.

PURPOSE

3.1

Purpose

(a)

refinancing the Refinanced Debt; and

(b)

funding the working capital needs and general corporate purposes of the Group, including, without limitation, financing of investments and Permitted Acquisitions.

3.2

Monitoring

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

(a)

The Company shall deliver at the latest on the Closing Date the documents and other evidence listed in Part I of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Lenders. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. With the consent of all Lenders, the Agent may waive any of the conditions precedent in Part I of Schedule 3 (Conditions Precedent).

(b)

No Borrower may deliver its first Utilisation Request under any of the Facilities unless the Lenders have received the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Lenders. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. With the consent of all Lenders, the Agent may waive any of the conditions precedent in Part I and Part II of Schedule 3 (Conditions Precedent).

4.2

Further conditions precedent

(a)

in the case of a Rollover Loan, no Rollover Event of Default and no Event of Default pursuant to Clause 25.1 (Non-payment), Clause 25.2 (Financial covenant), Clause 25.5 (Cross default), Clause 25.7 (Insolvency proceedings), Clause 25.9 (Unlawfulness), Clause 25.10 (Repudiation), Clause 25.12 (Auditors' qualification), Clause 25.13 (No judgment) or Clause 25.14 (Material adverse change) has occurred and is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

(b)

in the case of any Utilisation which is not a Rollover Loan, the Repeating Representations to be made by the Borrowers are true in all material respects.

4.3

Maximum number of Loans

(a)

more than one (1) Facility A Loan would be outstanding; or

(b)

more than ten (10) Facility B Loans and Swingline Loans (in aggregate) would be outstanding.

5.

UTILISATION

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

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

(i)

it identifies the Facility to be utilised;

(ii)

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

(iii)

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

(iv)

the proposed Interest Period complies with Clause 12 (Interest Periods).

(b)

In relation to Facility B, multiple Loans may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Only one Loan may be requested in each subsequent Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be:

(i)

in relation to Facility A, the Base Currency; and

(ii)

in relation to Facility B, the Base Currency or the Optional Currency.

(i)

if the currency selected is the Base Currency, a minimum of EUR 5,000,000 (five million euro) or, if less, the Available Facility; or

(ii)

if the currency selected is the Optional Currency, a minimum of USD 5,000,000 (five million dollars) or, if less, the Available Facility; and

(iii)

for any Facility B Loan in the Optional Currency, in an amount which, when aggregated with any other outstanding and/or requested Facility B Loan(s) denominated in the Optional Currency, does not exceed €250,000,000.

(c)

Facility A may only be utilised in one single drawdown at the Closing Date.

5.4

Lenders' participation

(a)

If the conditions set out in this Agreement have been met, and subject to Clause 9.1 (Repayment of Loans), each Lender shall make its participation in each Loan available 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 Available Facility immediately prior to making the Loan.

(c)

The Agent shall determine the Base Currency Amount of each Facility B Loan which is to be made in the Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 31.1 (Payments to the Agent),  in each case by the Specified Time.

5.5

Cancellation of Commitment

6.

OPTIONAL CURRENCY

6.1

Selection of currency

6.2

Unavailability of a currency

(a)

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

(b)

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

6.3

Agent’s Calculations

7.

UTILISATION – SWINGLINE LOANS

7.1

General

(a)

Clause 4.2 (Further conditions precedent);

(b)

Clause 5 (Utilisation);

(c)

Clause 11 (Interest) as it applies to the calculation of interest on a Loan but not default interest on an overdue amount;

(d)

Clause 12 (Interest Periods); and

(e)

Clause 13 (Changes to the Calculation of Interest) (with the exception of Clause 13.3 (Market disruption) and Clause 13.6 (Break Costs)),

7.2

Delivery of a Utilisation Request for Swingline Loans

7.3

Completion of a Utilisation Request for Swingline Loans

(a)

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

(i)

it identifies the Borrower;

(ii)

it specifies that it is for a Swingline Loan;

(iii)

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

(iv)

the Swingline Loan is denominated in euro;

(v)

the amount of the proposed Swingline Loan is not more than the Available Swingline Facility and is a minimum of €5,000,000 and in integral multiples of €1,000,000 or, if less, the Available Swingline Facility; and

(vi)

the proposed Interest Period:

(A)

does not extend beyond the Termination Date applicable to Facility B;

(B)

is a period of not more than five (5) Business Days; and

(C)

ends on a Business Day.

(b)

Only one Swingline Loan may be requested in each Utilisation Request.

7.4

Swingline Lenders’ Participation

(a)

If the conditions set out in this Agreement have been met, each Swingline Lender shall make its participation in each Swingline Loan available through its Facility Office.

(b)

The Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)

no Default is continuing or would result from the proposed Loan; and

(ii)

the Repeating Representations to be made by each Obligor are true.

(c)

The amount of each Swingline Lender’s participation in each Swingline Loan will be equal to the proportion borne by its Available Swingline Commitment to the Available Swingline Facility immediately prior to making the Swingline Loan, adjusted to take account of any limit applying under Clause 7.5 (Relationship with Facility B).

(d)

The Agent shall determine the Base Currency Amount of each Swingline Loan and notify each Swingline Lender of the amount of each Swingline Loan and its participation in that Swingline Loan by the Specified Time.

7.5

Relationship with Facility B

(a)

This Clause 7.5 applies when a Swingline Loan is outstanding or is to be borrowed.

(b)

Facility B may be used by way of Swingline Loans. The Swingline Facility is not independent of Facility B.

(c)

Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Utilisation under Facility B (including, for the avoidance of doubt, a Swingline Loan) to the extent that it would not result in the Base Currency Amount of its participation in Utilisations under Facility B (including, for the avoidance of doubt, Swingline Loans) exceeding its Facility B Commitment.

7.6

Cancellation of Swingline Commitments

8.

SWINGLINE LOANS

8.1

Swingline

8.2

Purpose

8.3

Repayment

(a)

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

(b)

The Borrower to which a Swingline Loan has been made shall not use a Swingline Loan to repay any existing Swingline Loan.

8.4

Voluntary Prepayment of Swingline Loans

(a)

The Borrower to which a Swingline Loan has been made may prepay, if it gives the Agent not less than two (2) Business Days' prior notice, at any time the whole of that Swingline Loan.

(b)

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

8.5

Interest

(a)

The rate of interest on each Swingline Loan for any day during its Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Swingline Margin; and

(ii)

Enhanced €STR.

(b)

The Agent shall promptly notify the Swingline Lenders and the relevant Borrower of the determination of the rate of interest under paragraph (a) above relating to a Swingline Loan.

(c)

If any day during an Interest Period is not a Business Day, the rate of interest on a Swingline Loan on that day will be the rate applicable to the immediately preceding Business Day.

(d)

Each Borrower shall pay accrued interest on each Swingline Loan made to it on the Business Day which immediately follows the last day of its Interest Period.

8.6

Unavailability of €STR Screen Rate – Swingline Facility

(a)

If no €STR Screen Rate is available for any day the applicable €STR for that day shall be the most recent applicable €STR Screen Rate which is as of a day which is no more than 5 days before that day.

(b)

If paragraph (a) above applies and there is no applicable €STR Screen Rate which is as of a day which is no more than 5 days before that day, there shall be no Basic €STR for that day and Clause 8.7 (Cost of Funds – Swingline Facility) shall apply.

8.7

Cost of Funds – Swingline Facility

(a)

If this Clause 8.7 applies, the rate of interest on each Swingline Lender’s share of the relevant Swingline Loan for the relevant day shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the Agent by that Swingline Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Swingline Loan, to be that which expresses as a percentage rate per annum the cost to the relevant Swingline Lender of funding its participation in that Swingline Loan for that day from whatever source it may reasonably select.

(b)

If this Clause 8.7 applies but any Swingline Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the average of the quotations of the remaining Swingline Lenders.

8.8

Interest Period

(a)

Each Swingline Loan has one Interest Period only.

(b)

The Interest Period for a Swingline Loan must be selected in the relevant Utilisation Request.

8.9

Partial payments – Swingline Facility

(a)

If the Agent receives a payment in respect of the Swingline Facility that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents in respect of the Swingline Facility, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in respect of the Swingline Facility in the following order:

(i)

first, in or towards payment pro rata of any unpaid amount owing to the Agent under the Finance Documents incurred in respect of the Swingline Facility;

(ii)

secondly, in or towards payment pro rata of any accrued interest on a Swingline Loan due but unpaid under this Agreement;

(iii)

thirdly, in or towards payment pro rata of the principal of any Swingline Loan due but unpaid under this Agreement; and

(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents in respect of the Swingline Facility.

(b)

The Agent shall, if so directed by all the Swingline Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)

Paragraphs (a) and (b) above will override any appropriation made by an Obligor and Clause 31.5 (Partial payments) does not apply to the Swingline Facility.

8.10

Loss Sharing

(a)

If a Loan or interest on a Loan is not paid in full on its due date, the Agent (if requested to do so in writing by any affected Lender) shall calculate the amount (if any) which needs to be paid or received by each Lender with a Facility B Commitment to place that Lender in the position it would have been in had each Lender (or its Affiliate) with a Facility B Commitment participated in that Loan in the proportion borne by its Facility

(b)

The calculation of the Agent is designed solely to allocate the unpaid amount proportionally between the Lenders with a Facility B Commitment according to their Facility B Commitments and will not take into account any commitment fee or other amount payable under the Finance Documents.

(c)

The Agent will set a date (the “Loss Sharing Date”) on which payments must be made under this Clause 8.10. The Agent shall give at least 3 Business Days’ notice to each affected Lender of this date and the amount of the payment (if any) to be paid or received by it on this date.

(d)

All payments made pursuant to this Clause 8.10 must be in the Base Currency or, as applicable, the Optional Currency.

(e)

On the Loss Sharing Date:

(i)

each affected Lender who has to make a payment shall pay to the Agent the relevant amount set out in the notice referred to in paragraph (c) above; and

(ii)

out of the amounts the Agent receives, the Agent shall pay to each affected Lender who is entitled to receive a payment the amount set out in that notice.

(f)

If the amount actually received by the Agent from the Lenders under paragraph (d) above is insufficient to pay the full amount required to be paid under that paragraph, the Agent shall distribute the amount it actually receives among the affected Lenders pro rata to the amounts they are entitled to receive under that paragraph.

(g)

If a Lender makes a payment to the Agent under this Clause 8.10 then, to the extent that that payment is distributed by the Agent under paragraphs (d) or (f) above, as between the relevant Obligor and that Lender an amount equal to the amount of that distributed payment will be treated as not having been paid by the relevant Obligor.

(h)

Any payment under this Clause 8.10 will not reduce the obligations in aggregate of any Obligor.

9.

REPAYMENT

9.1

Repayment of the Facility A Loan

9.2

Repayment of the Facility B Loans

(a)

Each Borrower shall repay each Facility B Loan which it has drawn on the last day of its Interest Period.

(b)

Without prejudice to each Borrower's obligation under paragraph (a) above, provided no Event of Default is continuing or would result from the application of this Clause 9.2(b), if:

(i)

one or more Facility B Loans are to be made available to the same Borrower:

(A)

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

(B)

in the same currency as the maturing Facility B Loan; and

(C)

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

(ii)

the proportion borne by each Lender's participation in the maturing Facility B Loan to the amount of that maturing Facility B Loan is the same as the proportion borne by that Lender's participation in the new Facility B Loans to the aggregate amount of those new Facility B Loans; and

(iii)

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

(A)

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

(1)

a Borrower will only be required to make a payment under Clause 31.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2)

each Lender's participation in the new Facility B Loans shall be treated as having been made available and applied by the relevant Borrower in or towards repayment of that Lender's participation in the maturing Facility B Loan and that Lender will not be required to make a payment under Clause 31.1 (Payments to the Agent) in respect of its participation in the new Facility B Loans; and

(B)

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

(1)

the relevant Borrower will not be required to make a payment under Clause 31.1 (Payments to the Agent); and

(2)

each Lender will be required to make a payment under Clause 31.1 (Payments to the Agent) in respect of its participation in the new Facility B Loans only to the extent that its participation in the new Facility B Loans exceeds that Lender's participation in the maturing Facility B Loan and the remainder of that Lender's participation in the new Loans shall be treated as having been made available and

10.

ILLEGALITY, VOLUNTARY PREPAYMENT, CANCELLATION AND CHANGE OF CONTROL AND SALE

10.1

Illegality

(a)

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

(b)

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

(c)

to the extent that the Lender's participation has not been transferred pursuant to paragraph (d) of Clause 10.5 (Right of replacement or repayment and cancellation in relation to a single Lender), the relevant Borrower shall repay that Lender's participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

10.2

Change of control and sale

(a)

Upon the occurrence of a Change of Control or a sale of all or substantially all of the assets of the Group (in one transaction or a series of transactions):

(i)

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

(ii)

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

(iii)

the Agent shall, by not less than ten (10) Business Days' notice to the Company, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

(b)

For the purpose of paragraph (a) above “Change of Control” will occur if:

(i)

UGI Corporation:

(A)

ceases to hold, directly or indirectly, at least fifty one per cent. (51%) of the issued share capital of the Company; or

(B)

ceases directly or indirectly to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than fifty one per cent. (51%) of the maximum number of votes that might be cast at a general meeting of the Company or appoint or remove all, or a majority, of the directors or the other equivalent officers of the Company; or

(ii)

The Company:

(A)

ceases to hold, directly or indirectly, one hundred per cent. (100%) of the issued share capital of the Dutch Borrower; or

(B)

ceases directly or indirectly to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, one hundred per cent. (100%) of the maximum number of votes that might be cast at a general meeting of UGI International Holdings B.V. or appoint or remove all, or a majority, of the directors or the other equivalent officers of the Dutch Borrower.

10.3

Voluntary cancellation

10.4

Voluntary prepayment

(a)

The Company may, if it gives the Agent not less than three (3) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of five million euro (EUR 5,000,000) and an integral multiple of one million euro (EUR 1,000,000)).

(b)

No Borrower may make more than four (4) voluntary prepayments of Compounded Rate Loans in any twelve (12) Month period.

10.5

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

(a)

If:

(i)

any sum payable to any Lender by a Borrower is required to be increased under Clause 15.1 (Payments free of Taxes);

(ii)

any Lender claims indemnification from a Borrower under Clause 15.3 (Indemnification by the Borrower) or Clause 16.1 (Increased costs); or

(iii)

interest on a Lender's participation in a Loan is being calculated in accordance with Clause 13.4 (Cost of funds),

(iv)

any amount payable to any Lender by a French Guarantor under a Finance Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that French Guarantor by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction,

(b)

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

(c)

On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company shall repay that Lender's participation in that Loan.

(i)

any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii)

a Borrower becomes obliged to pay any amount in accordance with Clause 10.1 (Illegality) to any Lender,

(e)

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

(i)

the Borrowers shall have no right to replace the Agent;

(ii)

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

(iii)

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

(iv)

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

(f)

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

10.6

Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five (5) Business Days' notice of cancellation of each Available Commitment of that Lender.

(b)

On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c)

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

10.7

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)

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

(c)

The Company may not reborrow any part of Facility A which is prepaid and cancelled. However, and unless a contrary indication appears in this Agreement and except for any prepayment or cancellation of any part of Facility B pursuant to Clause 10.1 (Illegality), Clause 10.2 (Change of Control or sale), Clause 10.3 (Voluntary cancellation), or Clause 10.6 (Right of cancellation in relation to a Defaulting Lender), any part of Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(d)

No Borrower shall repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)

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

(f)

If the Agent receives a notice under this Clause 10 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

(g)

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

10.8

Application of prepayments

(a)

Any prepayment of a Loan pursuant to Clause 10.2 (Change of control and sale) shall be applied pro rata to each Lender's participation in that Loan.

(b)

Any prepayment of a Loan pursuant to Clause 10.4 (Voluntary prepayment) shall be applied pro rata to each Lender's participation in that Loan in such order between any outstanding Loans as the Company may elect in its sole discretion (provided always that the Lenders of the Loan subject to such prepayment are treated in a pro rata manner).

11.

INTEREST

11.1

Calculation of interest – Term Rate Loan

(a)

Margin; and

(b)

Term Reference Rate.

11.2

Calculation of interest – Compounded Rate Loan

(a)

The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Margin; and

(ii)

Compounded Reference Rate for that day.

(b)

If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

11.3

Payment of Interest

11.4

Default interest

(a)

If a Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. (1%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 11.4 shall be immediately payable by the relevant Borrower on demand by the Agent.

(b)

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

(i)

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

(ii)

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

(c)

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

11.5

Notifications

(a)

The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of the determination of a rate of interest relating to a Term Rate Loan.

(b)

The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(i)

the relevant Borrower of that Compounded Rate Interest Payment;

(ii)

each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender's participation in the relevant Compounded Rate Loan; and

(iii)

the relevant Lenders and the relevant Borrower of:

(A)

each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

(B)

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

(c)

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

(d)

The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 13.4 (Cost of funds) applies.

(a)

This Clause 11.5 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

11.6

Margin adjustment

(a)

The Margin for each Loan in respect of any Interest Period shall be adjusted in order to correspond to the percentage per annum set out below in the applicable column for a Facility A Loan, a Facility B Loan or a Swingline Loan opposite the range in which the Consolidated Total Net Leverage Ratio falls as from the first day of the Interest Period during which the Compliance Certificate has been received by the Agent (provided that the Compliance Certificate has been received at least five (5) Business Days prior to the expiry of the relevant Interest Period) or as from the first day of the next Interest Period if the Compliance Certificate has been received by the Agent less than five (5) Business Days prior to the expiry of the relevant Interest Period (and for the first time in respect of the first Interest Period for the first Utilisation, based on the audited consolidated financial statements of the Group as at 30 September 2022 or any more recent Accounts received by the Agent together with the Compliance Certificate).