Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Dated 9 September 2014

in respect of an
UNSECURED UNCOMMITTED
REVOLVING FACILITIES AGREEMENT
ORIGINALLY DATED 10 SEPTEMBER 2012

between

STARBEV NETHERLANDS B.V. and MOLSON COORS NETHERLANDS B.V.
as Existing Borrowers

 MOLSON COORS LUX 2 and MOLSON COORS EUROPEAN FINANCE COMPANY
as New Borrowers

MOLSON COORS BREWING COMPANY
as Guarantor

UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA, A.S. (FORMERLY UNICREDIT BANK CZECH REPUBLIC, A.S.)

and

CITIBANK EUROPE PLC, ORGANIZAČNÍ SLOŽKA

as Arrangers

with

UNICREDIT BANK AG, LONDON BRANCH

acting as Agent

Table of Contents

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THIS SECOND AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is dated 9 September 2014 and made between:

(1)                                 STARBEV NETHERLANDS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakeliikheid) incorporated under Dutch law, having its official seat (statuaire zetel) in Amsterdam, the Netherlands and its office address at Naritaweg 165, 1043BW Amsterdam, the Netherlands, registered in the commercial register of the Chamber of Commerce in the Netherlands under number 55268390 as a borrower (“Starbev”);

(2)                                 MOLSON COORS NETHERLANDS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakeliikheid) incorporated under Dutch law, having its official seat (statuaire zetel) in Amsterdam, the Netherlands and its office address at Naritaweg 165, 1043BW Amsterdam, the Netherlands, registered in the commercial register of the Chamber of Commerce in the Netherlands under number 34362656 as a borrower (“Molson Netherlands” and together with Starbev, the “Existing Borrowers”);

(3)                                 MOLSON COORS LUX 2, a Luxembourg private limited liability company (société à responsabilité limitée) having its registered office at 21-25 Allee Scheffer, L-2520, Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 168684 as a borrower and having a share capital of EUR 548,620.713 (“Lux2”);

(4)                                 MOLSON COORS EUROPEAN FINANCE COMPANY, a Luxembourg private limited liability company (société à responsabilité limitée) having its registered office at 21-25 Allee Scheffer, L-2520, Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 168466 as a borrower and having a share capital of EUR 12,400 (“MC European Finco” and together with Lux2, the “New Borrowers”),

with the New Borrowers and the Existing Borrowers together, the “Borrowers”;

(5)                                 MOLSON COORS BREWING COMPANY, a Delaware corporation with its executive offices at 1225 17th Street, Suite 3200, Denver, Colorado, USA 80202 and 1555 Notre Dame Street East, Montréal, Québec, Canada H2L 2R5 as guarantor (the “Guarantor” and together with the Borrowers, the “Obligors”);

(6)                                 UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA, A.S. (FORMERLY UNICREDIT BANK CZECH REPUBLIC, A.S.) and CITIBANK EUROPE PLC, operating in the Czech Republic through CITIBANK EUROPE PLC, ORGANIZAČNÍ SLOŽKA, as mandated lead arrangers (the “Arrangers”);

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

(8)                                 UNICREDIT BANK AG, LONDON BRANCH as agent of the other Finance Parties (the “Agent”).

WHEREAS:

(A)                               This Agreement is supplemental to the revolving facilities agreement originally dated 10 September 2012 between the Existing Borrowers, the Guarantor, the Agent, certain of the Arrangers and certain of the Original Lenders, as amended, restated,

supplemented, varied or extended (however fundamentally) from time to time including as amended on 18 March 2013, as amended and restated on 9 September 2013 and as further amended on 19 May 2014 (the “Original Facilities Agreement”).

(B)                               The parties wish to amend the Original Facilities Agreement on the terms and subject to the conditions set out in this Agreement.

THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED AS FOLLOWS:

1.                                      INTERPRETATION

1.1                               In this Agreement, capitalised terms defined in the Original Facilities Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement and:

“Amended Facilities Agreement” means the Original Facilities Agreement, as amended and restated by this Agreement; and

“Effective Date” means the date on which the Agent confirms to the Obligors that it has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) to this Agreement, and that each is in form and substance satisfactory to the Lenders (acting reasonably).

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

1.3                               This Agreement constitutes a Finance Document for the purposes of the Original Facilities Agreement and the Amended Facilities Agreement.

2.                                      AMENDMENT TO ORIGINAL FACILITIES AGREEMENT

With effect from the Effective Date, the Original Facilities Agreement shall be amended and restated so that it will be read and construed for all purposes as set out in Schedule 3 (Amended Facilities Agreement).

3.                                      ACCESSION OF THE NEW BORROWERS

With effect from the Effective Date:

(a)                                 each New Borrower agrees to become a Borrower and to be bound by the terms of the Amended Facilities Agreement as a Borrower as if it had been an original party to the Original Facilities Agreement;

(b)                                 each other party to this Agreement acknowledges and agrees that the New Borrowers will accede as Borrowers to the Amended Facilities Agreement and waives the restriction set out in Clause 27 (Changes to the Obligors) of the Original Facilities Agreement;

(c)                                  each of the parties to this Agreement shall acquire the same rights and benefits and assume the same obligations between themselves as they would have

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acquired and assumed had such New Borrowers been an original party to the Original Facilities Agreement as Borrowers; and

(d)                                 each New Borrower confirms that its details for the purposes of clause 33 (Notices) of the Amended Facilities Agreement are set out below:

4.                                      AGREEMENT BY OBLIGORS

4.1                               Each of the Obligors agrees and acknowledges that, save as amended by this Agreement, the Finance Documents shall continue in full force and effect.

4.2                               The Guarantor agrees that the guarantee and indemnity contained in clause 20 (Guarantee and Indemnity) of the Original Facilities Agreement (as amended and restated from time to time, including as varied, amended, supplemented or extended (however fundamentally) by this Agreement) shall, on and after the Effective Date:

(a)                                 continue in full force and effect notwithstanding the amendments referred to in Clause 2 (Amendment to the Original Facilities Agreement) and extend to the liabilities and obligations of each of the Obligors under the Amended Facilities Agreement and the other Finance Documents (as amended and restated however fundamentally from time to time); and

(b)                                 apply equally to the obligations of the Obligors under Clauses 6 (Expenses and Stamp Duty) as if set out in full in this Agreement save that references in the Amended Facilities Agreement to “this Agreement” shall be construed as references to this Agreement.

4.3                               Each Obligor shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

5.                                      REPRESENTATIONS AND WARRANTIES

Each Obligor jointly and severally makes the Repeating Representations to the Lenders on the terms set out in Clause 21 (Representations) of the Amended Facilities

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Agreement as if such clause was set out in full in this Agreement and as if references to “this Agreement” in that clause were references to this Agreement on the date of this Agreement and the Effective Date.

6.                                      EXPENSES AND STAMP DUTY

6.1                               Without prejudice to clause 19 (Costs and Expenses) of the Original Facilities Agreement,

(a)                                 each Obligor shall promptly on demand pay the Agent and the Arrangers the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and perfection of this Agreement and any other documents referred to in this Agreement and the transactions contemplated in this Agreement; and

(b)                                 each Obligor, within five (5) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under this Agreement.

6.2                               Each Obligor shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar taxes payable in respect of this Agreement.

7.                                      PROLONGATION FEE

7.1                               In consideration of the Lenders agreeing to the amendments contemplated by Clause 2 above, Starbev and Molson undertake to pay to the Lenders a prolongation fee in an amount equal to 0.05 per cent. of their Facility A Commitments (calculated as if the Effective Date had occurred on the date of this Agreement) as at the date of this Agreement (the “Prolongation Fee”).

7.2                               The Prolongation Fee shall accrue from the date of signing of this Agreement and will be payable on the earlier of:

(a)                                 10 Business Days from the date of this Agreement; and

(b)                                 the Effective Date.

7.3                               The Prolongation Fee is exclusive of any VAT, which shall be paid by the Obligors if chargeable.  The Obligors shall pay, or cause to be paid, any VAT chargeable on the Prolongation Fee to the Lenders in an amount equal to the amount of VAT and all related penalties, costs and interest.

7.4                               The Prolongation Fee is payable to the Lenders in EUR for their own account in full without any setoff, deductions or withholding of any kind (unless required by law) and in immediately available, freely transferable, cleared funds to the account notified by the Lenders for this purpose.  If a deduction or withholding is required by law to be made, the amount of the payment due to the Lenders shall be increased to an amount which (after making the deduction or withholding) leaves an amount equal to the amount that would have been due if no such deduction or withholding had been required.

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7.5                               No amount in respect of the Prolongation Fee paid pursuant to this Agreement shall be refunded or repayable in any circumstance and shall not be subject to reduction by way of setoff or counterclaim or otherwise be affected by any claim or dispute relating to any other matter, and is not creditable towards the payment of any other amount due under the Finance Documents.

8.                                      COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

9.                                      GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

10.                               ENFORCEMENT

10.1                       (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.

(c)                                   This Clause 10.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

10.2                        Without prejudice to any other mode of service allowed under any relevant law, each New Borrower:

(a)                                 irrevocably appoints Molson Coors Brewing Company (UK) Ltd at its registered office being, on the date of this Agreement, 137 High Street, Burton-on-Trent, Staffordshire DE14, 1JZ, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b)                                 agrees that failure by a process agent to notify the relevant New Borrower of the process will not invalidate the proceedings concerned.

10.3                        If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, each Obligor must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Agent.  Failing this, the Agent may appoint another agent for this purpose.

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THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement and executed as a deed by the Borrowers and the Guarantor and is intended to be and is delivered by them as a deed on the date specified above.

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Schedule 1

The Original Lenders

UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA, A.S. (FORMERLY UNICREDIT BANK CZECH REPUBLIC, A.S.)

CITIBANK EUROPE PLC, operating in the Czech Republic through CITIBANK EUROPE PLC, ORGANIZAČNÍ SLOŽKA

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Schedule 2

Conditions Precedent

1.                                      Obligors

(a)                                 A copy of the constitutional documents of each Existing Borrower and the Guarantor.

(b)                                 A copy of the articles of association of each New Borrower.

(c)                                  A copy of a resolution of the board of directors of each Obligor (or in the case of the Luxembourg Obligors, a resolution of the managers):

(i)                                     approving the terms of, and the transactions contemplated by, this Agreement and the execution, delivery and performance thereof;

(ii)                                  authorising a specified person or persons to execute this Agreement on its behalf; and

(iii)                               authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement.

(d)                                 A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above in relation to this Agreement and related documents.

(e)                                  If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, this Agreement.

(f)                                   If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (c) above.

(g)                                  A certificate of each New Borrower confirming that borrowing the Total Commitments would not cause any borrowing or similar limit binding on that Obligor to be exceeded.

(h)                                 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

2.                                      Finance Documents

This Agreement executed by the Obligors.

3.                                      Legal opinions

The following legal opinions, each addressed to the Finance Parties, all in form and substance satisfactory to the Agent (acting reasonably):

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(a)                                 A legal opinion of White & Case (Europe) LLP, legal advisers to the Agent as to English law regarding the validity and enforceability of this Agreement.

(b)                                 A legal opinion Nauta Dutilh N.V., legal advisers to the Agent as to Dutch law regarding the capacity and authority of the Existing Borrowers to enter into this Agreement.

(c)                                  A legal opinion of NautaDutilh Avocats Luxembourg, legal advisers to the Agent and the Arrangers as to Luxembourg law regarding the capacity and authority of the New Borrowers to enter into this Agreement.

(d)                                 A legal opinion of Mr. E. Lee Reichert, Deputy General Counsel to Molson Coors Brewing Company regarding the capacity and authority of the Guarantor to enter into this Agreement.

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Schedule 3

Amended Facilities Agreement

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Originally dated 10 September 2012

as amended on 18 March 2013, as amended and restated on 9 September 2013, as amended on 19 May 2014 and as further amended and restated on 9 September 2014

EUR 100,000,000
UNSECURED UNCOMMITTED
REVOLVING FACILITIES AGREEMENT

for

STARBEV NETHERLANDS B.V., MOLSON COORS NETHERLANDS B.V., MOLSON COORS LUX 2 and MOLSON COORS EUROPEAN FINANCE COMPANY
as Borrowers

arranged by

UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA, A.S. (FORMERLY UNICREDIT BANK CZECH REPUBLIC, A.S.)

and

CITIBANK EUROPE PLC, ORGANIZAČNÍ SLOŽKA
as Mandated Lead Arrangers

with

UNICREDIT BANK AG, LONDON BRANCH
acting as Agent

TABLE OF CONTENTS

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THIS AGREEMENT is originally dated 10 September 2012 (and references to “the date hereof” and “the date of this Agreement” shall be construed accordingly), as amended on 18 March 2013, amended and restated on 9 September 2013, amended on 19 May 2014 and as amended and restated on 9 September 2014, made between:

(A)                               STARBEV NETHERLANDS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakeliikheid) incorporated under Dutch law, having its official seat (statuaire zetel) in Amsterdam, the Netherlands and its office address at Naritaweg 165, 1043BW Amsterdam, the Netherlands, registered in the commercial register of the Chamber of Commerce in the Netherlands under number 55268390 as a borrower;

(B)                               MOLSON COORS NETHERLANDS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakeliikheid) incorporated under Dutch law, having its official seat (statuaire zetel) in Amsterdam, the Netherlands and its office address at Naritaweg 165, 1043BW Amsterdam, the Netherlands, registered in the commercial register of the Chamber of Commerce in the Netherlands under number 34362656 as a borrower;

(C)                               MOLSON COORS LUX 2, a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 21-25 Allee Scheffer, L-2520, Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register of Commerce and Companies under number B-168684 and having a share capital of EUR 548,620.713 as a borrower;

(D)                               MOLSON COORS EUROPEAN FINANCE COMPANY, a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 21-25 Allee Scheffer, L-2520, Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B-168466 and having a share capital of EUR 12,400.- as a borrower,

(and Molson Coors European Finance Company together with Starbev Netherlands B.V., Molson Coors Netherlands B.V. and Molson Coors Lux 2 are the “Borrowers” and each a “Borrower”);

(E)                                MOLSON COORS BREWING COMPANY, a Delaware corporation with its executive offices at 1225 17th Street, Suite 3200, Denver, Colorado, USA 80202 and 1555 Notre Dame Street East, Montréal, Québec, Canada H2L 2R5 as guarantor (the “Guarantor”);

(F)                                 UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA, A.S. (FORMERLY UNICREDIT BANK CZECH REPUBLIC, A.S.) and CITIBANK EUROPE PLC, operating in the Czech Republic through CITIBANK EUROPE PLC, ORGANIZAČNÍ SLOŽKA as mandated lead arrangers (whether acting individually or together the “Arranger”);

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

(H)                              UNICREDIT BANK AG, LONDON BRANCH as agent of the other Finance Parties (the “Agent”).

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IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1.                                      DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Agreement:

“Accounting Principles” means:

(a)                                 in respect of Molson Coors Netherlands B.V., Starbev Netherlands B.V. and any other members of the Group located in The Netherlands, generally accepted accounting principles in The Netherlands, including IFRS;

(b)                                 in respect of Molson Coors European Finance Company and Molson Coors Lux 2 and any other members of the Group located in Luxembourg, generally accepted accounting principles in Luxembourg, including Luxembourg GAAP;

(c)                                 in respect of the Guarantor, or any other Group company, excluding the Borrowers and any other members of the Group located in The Netherlands and Luxembourg, U.S. GAAP.

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

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

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

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 6 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

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

“Ancillary Facility” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 6 (Ancillary Facilities).

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“Ancillary Facility Notice” means a notice substantially in the form set out in Schedule 8 (Form of Ancillary Facility Notice).

“Ancillary Lender” means UniCredit Bank Czech Republic and Slovakia, a.s. (formerly UniCredit Bank Czech Republic, a.s.) (or its Affiliate) which makes available an Ancillary Facility in accordance with Clause 6 (Ancillary Facilities).

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

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

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

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

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

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Auditors” means an accounting firm of international standing or any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed).

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

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

“Available Ancillary Commitment” means in relation to an Ancillary Facility, an Ancillary Lender’s Ancillary Commitment less the Ancillary Outstandings in relation to that Ancillary Facility being at any time no greater than in aggregate EUR 25,000,000 subject to the terms and conditions of this Agreement.

“Available Commitment” means, in relation to the Facility, a Lender’s Commitment under the Facility minus (subject to Clause 6.7 (Affiliates of Lenders as Ancillary Lenders) and as set out below):

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(a)                                 the amount of its participation in any outstanding Utilisations under the Facility and the amount of the aggregate of any Ancillary Commitment to which it has committed in accordance with this Agreement and the relevant Ancillary Documents;

(b)                                in relation to any proposed Utilisation, the amount of its participation in any other Utilisations to which it has committed in accordance with the terms of this Agreement and that are due to be made under the Facility on or before the proposed Utilisation Date and the amount of its Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date; and

(c)                                 the amount by which it has elected to cancel its Available Commitments in accordance with Clause 2.3 (Finance Parties’ Rights and Obligations)

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

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

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

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

“Bank Levy” means any amount payable by any Lender, Agent, Issuing Bank or any of its Affiliates in relation to (a) the UK bank levy as set out in the Finance Act 2011, (b) the French taxe bancaire de risque systémique as set out in Article 235 ter ZE of the French Code Général des impôts, (c) the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended), (d) the Dutch bankenbelasting as set out in the bank levy act (Wet bankenbelasting), (e) the Swedish bank levy as set out in the Swedish Act on State Support to Credit Institutions (Sw. lag (2008:814) (lag om statligt stöd till kreditinstitut)) and (f) any other Tax of a similar nature imposed in any jurisdiction in a similar context or for a similar reason and currently in force as at the date of the Second Amendment and Restatement Agreement.

“Base Currency” means EUR.

“Base Currency Amount” means in relation to an Ancillary Commitment only, the amount specified as such in the notice delivered to the Agent by the relevant Borrower pursuant to Clause 6.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms

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of this Agreement), as adjusted to reflect cancellation or reduction of an Ancillary Facility.

“Base Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks, as the rate at which the relevant Base Reference Bank could borrow funds in the European interbank market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

“Base Reference Banks” means the Lenders or such other banks as may be appointed by the Agent in consultation with the Borrowers.

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

(a)                                 the interest excluding the Margin and Mandatory Costs which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

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

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Luxembourg, Prague and Amsterdam and (in relation to any date for payment or purchase of euro) any TARGET Day.

“Cancellation Notice” means a notice substantially in the form set out in Part 2 of Schedule 3 (Requests).

“Commitment” means a Facility A Commitment which has become committed by any Lender in accordance with the terms and conditions of this Agreement.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

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

(a)                                 any Obligor, any Operating Company or any of its advisers; or

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(b)                                another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Obligor, any Operating Company or any of its advisers,

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

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

(ii)                                  is identified in writing at the time of delivery as non-confidential by any Obligor, any Operating Company or any of its advisers; or

(iii)                               is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (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 any Obligor 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.

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

“Consolidated EBITDA” means has the meaning given to that term in Schedule 10 (Consolidated EBITDA).

“Croatian Operating Company” means Zagrebačka Pivovara d.o.o.

“Default” means an Event of Default or any event or circumstance specified in Clause 25 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Designated Gross Amount” has the meaning given to that term in Clause 6.2 (Availability).

“Designated Net Amount” has the meaning given to that term in Clause 6.2 (Availability).

“Disruption Event” means either or both of:

(a)                                 a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the 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

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

(i)                                     from performing its payment obligations under the Finance Documents; or

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

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

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

(a)                                 the applicable Screen Rate; or

(b)                                (if no Screen Rate is available for the Interest Period of that Loan) the Reference Bank Rate,

as of the Specified Time on the Quotation Day for the offering of deposits in euros and for a period comparable to the Interest Period of that Loan and, if any such rate is below zero, EURIBOR will be deemed to be zero.

“Event of Default” means any event or circumstance specified as such in Clause 25 (Events of Default).

“Facility” means Facility A.

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

“Facility A Commitment” means:

(a)                                 in relation to an Original Lender, the amount in euro 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; and

(b)                                in relation to any other Lender, the amount in euro of any Facility A Commitment transferred to it under this Agreement,

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

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

“Facility Office” means:

(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

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date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

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

“FATCA” means:

(a)                                 sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the “Code”) or any associated regulations;

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

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

“FATCA Application Date” means:

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

(b)                                 in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c)                                  in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

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

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

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

“Fee Letter” means:

(a)                                 any letter or letters dated on or about the date of this Agreement between the Arranger and the Obligors (or the Agent and the Obligors) setting out any of the fees referred to in Clause 14 (Fees); and

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(b)                                any agreement setting out fees payable to a Finance Party referred to in Clause 14.3 (Interest, commission and fees on Ancillary Facilities) of this Agreement or under any other Finance Document.

“Finance Document” means this Agreement, any Ancillary Document, any Compliance Certificate, any Fee Letter, any Utilisation Request, the First Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement and any other document designated as a “Finance Document” by the Agent and the Obligors.

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

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

(a)                                 moneys borrowed and debit balances at banks or other financial institutions;

(b)                                any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c)                                 any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)                                the amount of any liability in respect of any lease which would, in accordance with Accounting Principles, be treated as a finance or capital lease;

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

(f)                                  any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g)                                 any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not an Obligor’s Affiliate or a member of the Group and which liability would fall within one of the other paragraphs of this definition;

(h)                                any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles);

(i)                                    any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

(j)                                   any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the

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commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(k)                                the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

“Financial Quarter” means each period of three Months ending on each of 31 March, 30 June, 30 September and 31 December.

“First Amendment and Restatement Agreement” means an amendment and restatement agreement dated 9 September 2013 between, amongst others, the Guarantor and the Agent pursuant to which this Agreement was amended and restated.

“Further Utilisation Request” means a notice substantially in the relevant form set out in Part 1 of Schedule 3 (Requests) issued by the Borrower pursuant to paragraph (b) of Clause 5.1 (Delivery of a Utilisation Request).

“Group” means the Borrowers and their respective Subsidiaries from time to time (in each case including Operating Companies).

“Guarantor” means Molson Coors Brewing Company.

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

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

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 11.3 (Default interest).

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

“Lender” means:

(a)                                 any Original Lender; and

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

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

“LMA” means the Loan Market Association.

“Loan” means a Facility A Loan.

“Majority Lenders” means a Lender or Lenders which committed to provide Loans in accordance with Clause 5.1 (Delivery of a Utilisation Request) whose

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Commitments aggregate more than 662/3 per cent. of the total Commitments (or, if the total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the total Commitments immediately prior to that reduction).

“Mandatory Cost” means the percentage rate per annum from time to time determined by a Lender and notified to the Facility Agent as reflecting the cost, loss or difference in return which would be suffered or incurred by that Lender (as it may from time to time determine) as a result of it complying with:

(a)                                 any special deposit and cash ratio deposit requirements of any central bank with jurisdiction over that Lender;

(b)                                any charge imposed by any financial regulator with jurisdiction over that Lender; and

(c)                                 any reserve asset requirements imposed by:

(i)                                     the European Central Bank; or

(ii)                                  any other central bank with jurisdiction over that Lender.

“Margin” means, in relation to each Loan, 0.69 per cent. per annum.

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

(a)                                 the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole or the Guarantor and its Affiliates taken as a whole; or

(b)                                the ability of an Obligor to perform its obligations under the Finance Documents; or

(c)                                 the validity or enforceability of, or the effectiveness or ranking of the rights or remedies of any Finance Party under any of the Finance Documents.

“Material Subsidiary” means, at any time:

(a)                                 any Obligor;

(b)                                a member of the Group which, for the most recently ended period of four consecutive fiscal quarters for which financial statements have been provided:

(i)                                     has earnings before interest, tax, depreciation and amortization (calculated on the same basis as EBITDA) representing five per cent, or more of Consolidated EBITDA of the Guarantor; or

(ii)                                  has assets representing five per cent, or more of the consolidated assets of the Guarantor,

in each case calculated on a consolidated basis and excluding intra-group items.

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(c)                                 For the purpose of making the determinations required by this definition, the Consolidated EBITDA and assets of Subsidiaries which are not organized under the laws of the United States of America or any state thereof shall be converted shall be converted into US Dollars at the rates used in preparing the consolidated balance sheets of the Guarantor.

“Montenegro Operating Company” means Trebesja d.o.o.

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

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

(b)                                if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)                                 if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

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

“New Lender” has the meaning given to that term in Clause 26 (Changes to the Lenders).

“Obligor” means a Borrower or the Guarantor.

“Operating Company” means each of Croatian Operating Company, Montenegro Operating Company and Apatinska Pivara Apatin d.o.o., Pivovary Staropramen s.r.o. (formerly Pivovary Staropramen a.s.), Kamenitza AD, Borsodi Sorgyar Kft and Bergenbier S.A.

“Original Financial Statements” means:

(a)                                 in relation to the Guarantor, the audited consolidated annual financial statements of the Guarantor for the financial year ended 2011;

(b)                                in relation to Starbev Netherlands B.V. and Molson Coors Netherlands B.V., the unconsolidated financial statements of such Borrowers as at 28 July 2012; and

(c)                                 in relation to Molson Coors Lux 2 and Molson Coors European Finance Company, the unaudited consolidated financial statements of such Borrowers for the financial year ended 31 December 2012.

“Parent Co. Facility” means the US$750,000,000 or equivalent multi-tranche financing facility established under a credit agreement dated 18 June 2014 between among others, the Guarantor, the Lenders (as defined therein) and Merrill Lynch,

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Pierce, Fenner & Smith Incorporated and UBS Securities LLC as Co-Syndication Agents (as defined therein) as amended and/or restated.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal (which, except in the case of paragraph (b), is on arm’s length terms):

(a)                                 of assets (other than of shares, businesses and undertakings) in the ordinary course of trading;

(b)                                of any asset by a member of the Group to another member of the Group;

(c)                                  of assets (other than shares, businesses and undertakings) in exchange for other assets comparable or superior as to type, value and quality;

(d)                                of cash equivalent investments for cash or in exchange for other cash equivalent investments;

(e)                                 of assets pursuant to any factoring transactions permitted by paragraph (a) of the definition of “Permitted Financial Indebtedness”;

(f)                                   assets (other than shares) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person’s business or operations; and

(g)                                  any disposal to which the Majority Lenders shall have given their prior written consent.

“Permitted Financial Indebtedness” means Financial Indebtedness:

(a)                                 arising with respect to factoring transactions (on a recourse basis) not exceeding EUR 40,000,000 at any time;

(b)                                in relation to Supply Chain Financing;

(c)                                 arising under any of the Finance Documents;

(d)                                to the extent covered by a letter of credit, guarantee or indemnity or similar instrument issued under an Ancillary Facility;

(e)                                 arising under loans granted to any Obligor by any of its Affiliates;

(f)                                  arising under loans granted by any member of the Group to any member of the Group;

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(g)                                  Financial Indebtedness to which the Majority Lenders have given their prior written consent; and

(h)                                not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed EUR 25,000,000 (or its equivalent) in aggregate for the Group.

“Permitted Loan” means:

(a)                                 any trade credit extended or any advance payment made by any member of the Group to its customers or suppliers on normal commercial terms, in each case in the ordinary course of its trading activities;

(b)                                 Financial Indebtedness which is referred to in the definition of or otherwise constitutes, Permitted Financial Indebtedness; and

(c)                                  loans granted by any member of the Group to any of its Affiliates, any Obligor or any Affiliate of any Obligor.

“Permitted Security” means:

(a)                                 any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

(b)                                any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group;

(c)                                 any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

(d)                                any payment or close out netting or set-off arrangement pursuant to any non-speculative hedging or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement; and

(e)                                 any Quasi-Security arising as a result of a disposal which is a Permitted Disposal where such Quasi-Security is created over assets being so disposed of.

“Prepayment and Cancellation Date” means the date set out in the Prepayment and Cancellation Notice as the date on which the Available Commitments will terminate, such date being any date after or including the date of the Prepayment and Cancellation Notice.

“Prepayment and Cancellation Notice” means a notice provided pursuant to and in accordance with the provision of Clause 2.3(e).

“Quarter Date” means the last day of a Financial Quarter.

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“Quasi-Security” has the meaning given to that term in Clause 24.7 (Negative pledge).

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

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

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

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

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

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

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

(a)                                 its jurisdiction of incorporation; and

(b)                                any jurisdiction where it conducts its business.

“Relevant Period” has the meaning given to that term in Clause 23.1 (Financial definitions).

“Repeating Representations” means each of the representations set out in Clause 21.2 (Status) to Clause 21.7 (Governing law and enforcement), Clause 21.10 (No Default), paragraph (d) of Clause 21.11 (No misleading information), Clause 21.12 (Original Financial Statements) and Clause 21.16 (Centre of main interests and establishments).

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

“Savings Directive” means the Luxembourg laws dated 21 June 2005 (as amended) implementing the EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments, as amended, and several related agreements concluded between Luxembourg and certain associated or dependent territories of the European Union.

“Screen Rate” means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the

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appropriate page of the Reuters screen.  If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrowers and the Lenders.

“Second Amendment and Restatement Agreement” means an amendment and restatement agreement dated 9 September 2014 between, amongst others, the Guarantor, the Borrowers and the Agent pursuant to which this Agreement was amended and restated

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

“Specified Time” means a time determined in accordance with Schedule 7 (Timetables).

“Subsidiary” means in relation to any company or corporation, a company or corporation:

(a)                                 which is controlled, directly or indirectly, by the first mentioned company or corporation;

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

(c)                                 which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Supply Chain Financing” means any unsecured financing, guarantee, letter of credit, indemnity, counter-indemnity or similar arrangement provided directly or indirectly by any member of the Group or its Affiliate to a vendor in the ordinary course of trading, and any advance or deferred purchase arrangement not constituting Financial Indebtedness.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

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

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“Termination Date” means 9 September 2015.

“Total Commitments” means the aggregate of the Total Facility A Commitments, being EUR 100,000,000 as at the date of the Second Amendment and Restatement Agreement, subject to the terms and conditions of this Agreement.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being EUR 100,000,000 as at the date of the Second Amendment and Restatement Agreement, subject to the terms and conditions of this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Obligors.

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

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

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

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

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

“Utilisation” means a Loan.

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

“Utilisation Request” means a notice substantially in the relevant form set out in Part 1 of Schedule 3 (Requests).

“VAT” means:

(a)                                 any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (as amended) and/or implementation thereof; and

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

1.2                               Construction

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

(i)                                     the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party” or any other person shall be construed so

17

as to include its successors in title, permitted assigns and permitted transferees;

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

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

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

(v)                                 “guarantee” means (other than in Clause 20 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi)                              “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;

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

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

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

(x)                                 a time of day is a reference to London time.

(xi)                              for the avoidance of doubt, this Agreement shall not impose any obligations or liabilities on any Affiliate of the Guarantor which is not a member of the Group;

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

(c)                                 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.

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(d)                                A Borrower providing “cash cover” for an Ancillary Facility means a Borrower paying an amount in the currency of the Ancillary Facility to an interest-bearing account in the name of the Borrower and the following conditions being met:

(i)                                     the account is with the Agent or with the Ancillary Lender for which that cash cover is to be provided;

(ii)                                  until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; and

(iii)                               the Borrower has executed a security document over that account, in form and substance satisfactory to the Agent or Ancillary Lender with which that account is held, creating a first ranking security interest over that account.

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

(f)                                  A Borrower “repaying” or “prepaying” the Ancillary Outstandings means:

(i)                                     that Borrower providing cash cover in respect of the Ancillary Outstandings;

(ii)                                  the maximum amount payable under the Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii)                               the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility,

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

(g)                                 An amount borrowed includes any amount utilised under an Ancillary Facility.

(h)                                Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to an Obligor incorporated or organised in Luxembourg, a reference to:

(i)                                     a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion controlée), fraudulent conveyance (action paulienne), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally;

(ii)                                  a receiver, administrative receiver, administrator, trustee, custodian, sequestrator, conservator or similar officer includes, without limitation,

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a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur;

(iii)                               a lien or security interest includes any hypothèque, nantissement, gage, privilège,, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

(iv)                              a person being unable to pay its debts includes that person being a state of cessation de paiements;

(v)                                 creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie conservatoire);

(vi)                              a guarantee includes any garantie which is independent from the debt to which it relates and excludes any suretyship (cautionnement) within the meaning of Articles 2011 and seq. of the Luxembourg Civil Code;

(vii)                         by-laws or constitutional documents includes its up-to-date (restated) articles of association (statuts coordonnés); and

(viii)                        a director, manager or officer includes a gérant or an administrateur.

1.3                               Currency Symbols and Definitions

“EUR” and “euro” means the single currency unit of the Participating Member States and “US$” or “US Dollars” denote lawful currency of the United States of America.

1.4                               Third party rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

1.5                               Personal liability

No personal liability shall attach to any director, officer or employee of any member of the Group or the Guarantor for any representation or statement made by that member of the Group or the Guarantor in any Finance Document or certificate signed by a director, officer or employee save in the case of fraud or willful misconduct in which case liability (if any) will be determined in accordance with applicable law.

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SECTION 2
THE FACILITIES

2.                                      THE FACILITIES

2.1                               The Facilities

(a)                                Subject to the terms of this Agreement, the Lenders on an uncommitted basis agreed to make available a EUR revolving credit facility in an aggregate amount equal to the Total Facility A Commitments.

(b)                                An Ancillary Lender may make available an Ancillary Facility to any of the Borrowers or any of their Subsidiaries in place of its Commitment under Facility A up to the amount of EUR 25,000,000 (or its equivalent), subject to the terms of this Agreement and the Ancillary Documents.

2.2                               Borrowers’ right and obligations

The rights and obligations of each Borrower under the Finance Documents are joint and several.

2.3                               Finance Parties’ rights and obligations

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

(b)                                The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

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

(d)                                For the avoidance of doubt, no rollover loans are available for any Borrower and:

(i)                                             Clause 5.1 (Delivery of a Utilisation Request) shall apply in respect of each Utilisation; and

(ii)                                          any amount of the Loan not refinanced by Commitments confirmed by Lenders pursuant to Clause 5.1 (Delivery of a Utilisation Request)  and funded on the relevant Utilisation Date in accordance with the other terms and conditions of this Agreement shall be repaid in full on its due date in accordance with the terms and conditions of this Agreement.

(e)                                 Each Lender shall have the right to cancel its Available Commitments (in whole or in part) by delivery of a Prepayment and Cancellation Notice to the

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Borrowers and the Agent whereupon its Available Commitments shall be cancelled (in whole or in such part) on and from the date of such notice and any Loans outstanding shall be repayable on the last day of the Interest Period in which the notice has been served.

3.                                      PURPOSE

3.1                               Purpose

Each Borrower shall apply all amounts borrowed by it under Facility A towards its general corporate purposes.

3.2                               Monitoring

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

4.                                      CONDITIONS OF UTILISATION

4.1                               Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the conditions set out in Clause 5.1(d) (Delivery of a Utilisation Request) have been satisfied and the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent (and to each Lender if the Agent requests a confirmation from the Lenders that all or certain documents and other evidence listed in Schedule 2 (Conditions precedent) have been provided in form and substance satisfactory to the Lenders). The Agent shall notify the Obligors and the Lenders promptly upon being so satisfied.

For the avoidance of doubt, nothing in this Agreement (including without limitation Clauses 4.1 and 4.2) shall be read or construed as an obligation of a Lender to provide or participate in any Utilisation whether or not any conditions to such Utilisation under this Agreement is or are satisfied and any such participation shall be in the sole discretion of such Lender.

4.2                               Further conditions precedent

Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation), if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)                                 no Default is continuing or would result from the proposed Utilisation; and

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

4.3                              Maximum number of Utilisations

A Borrower may not deliver a Utilisation Request for Facility A if as a result of the proposed Utilisation 6 or more Facility A Loans would be outstanding.

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SECTION 3
UTILISATION

5.                                      UTILISATION - LOANS

5.1                               Delivery of a Utilisation Request

(a)                                A Borrower may utilise Facility A by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)                                If any Lender does not participate in a Utilisation, the Borrower shall have the right within 5 Business days following the relevant Utilisation Date to request (by a Further Utilisation Request) the Lenders which did participate in the Utilisation to participate in a further Utilisation by sending to the Agent a Further Utilisation Request.

(c)                                 Each Further Utilisation Request shall be treated as a Utilisation Request for the purposes of this Agreement.

(d)                                The Borrowers and the Guarantor acknowledge that the Facilities are uncommitted and that no Lender shall be obliged to participate in any Utilisation.

5.2                               Completion of a Utilisation Request for Loans

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

(i)                                    it identifies the relevant Borrower;

(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)                                Only one Utilisation may be requested in each Utilisation Request.

5.3                               Currency and amount

(a)                                The currency specified in a Utilisation Request must be euro.

(b)                                The amount of the proposed Utilisation must be a minimum of EUR 5,000,000 or an integral multiple of EUR 1,000,000 or, if less, the Available Facility.

5.4                               Lenders’ participation

(a)                                If the conditions set out in this Agreement have been met each Lender that has received a Utilisation Request or a Further Utilisation Request may (but shall

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not be obliged to) make its participation in each Loan available by the Utilisation Date through its Facility Office.  Each Lender shall notify the Agent of its intention to participate in the Loan in accordance with Part 1 of Schedule 7 (Timetables).

(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, subject to the procedure set forth in paragraph (b) of Clause 5.1 (Delivery of a Utilisation Request).

5.5                               Limitations on Utilisations

The maximum aggregate amount of the Ancillary Commitments of the Ancillary Lenders shall not at any time exceed EUR 25,000,000 (or its equivalent).

5.6                              Cancellation of Commitment

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

6.                                      ANCILLARY FACILITIES

6.1                               Type of Facility

An Ancillary Facility may be by way of:

(a)                                an overdraft facility;

(b)                                a guarantee, bonding, documentary or stand-by letter of credit facility;

(c)                                 a short term loan facility;

(d)                                any other facility or accommodation required in connection with the business of the Group and which is agreed by a Borrower with the Ancillary Lender.

6.2                               Availability

(a)                                If the relevant Borrower and the Ancillary Lender agree and except as otherwise provided in this Agreement, the Ancillary Lender may provide an Ancillary Facility on a bilateral basis in place of part of that Ancillary Lender’s unutilised Facility A Commitment be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).

(b)                                An Ancillary Facility shall not be made available unless, not later than 5 Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the relevant Borrower:

(i)                                   a notice in writing of the establishment of an Ancillary Facility substantially in the form set out in Schedule 8 (Form of Ancillary Facility Notice) and specifying:

(A)                              the proposed Borrower(s) (or Affiliates of a Borrower) which may use the Ancillary Facility;

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(B)                              the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;

(C)                              the proposed type of Ancillary Facility to be provided;

(D)                              the proposed Ancillary Lender;

(E)                               the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and

(F)                                the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and

(ii)                                 any other information which the Agent may reasonably request in connection with the Ancillary Facility.

(c)                                 The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

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

(e)                                 Subject to compliance with paragraph (b) above:

(i)                                     the Lender concerned will become an Ancillary Lender; and

(ii)                                  the Ancillary Facility will be available,

with effect from the date agreed by the relevant Borrower, the Agent and the Ancillary Lender.

6.3                               Terms of Ancillary Facilities

(a)                                Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the relevant Borrower.

(b)                                However, those terms:

(i)                                    must be based upon normal commercial terms at that time (except as varied by this Agreement);

(ii)                                 may allow only Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 6.8 (Affiliates of Borrowers)) to use the Ancillary Facility;

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(iii)                              may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

(iv)                             may not allow the Available Commitment with respect to the Facility A of that Lender to fall below zero; and

(v)                                must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than on the Termination Date for Facility A (or such earlier date as Facility A Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero ignoring any reduction of the Facility A Commitment pursuant to paragraph (a) of Clause 6.2 (Availability)).

(c)                                 If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (i) Clause 34.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility, (ii) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

(d)                                Interest, commission and fees on Ancillary Facilities are dealt with in Clause 14.3 (Interest, commission and fees on Ancillary Facilities).

6.4                               Repayment of Ancillary Facility

(a)                                An Ancillary Facility shall cease to be available on the Termination Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b)                                If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and its Facility A Commitment shall be increased accordingly).

(c)                                 Any Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility at any time. If any amount of an Ancillary Facility will extend beyond the Termination Date, before the Termination Date the relevant Borrower shall provide cash cover for any liabilities made available or incurred by it under such Ancillary Facility.

6.5                               Ancillary Outstandings

Each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that:

(a)                                the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft facility

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comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility; and

(b)                                where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Outstandings (calculated on the basis that the words in brackets in paragraph (a) of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.

6.6                               Information

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

6.7                               Affiliates of Lenders as Ancillary Lenders

(a)                                Subject to the terms of this Agreement, an Affiliate of the Ancillary Lender may become an Ancillary Lender.  In such case, the Ancillary Lender and its Affiliate shall be treated as a single Lender whose Facility A Commitment is the amount set out opposite the relevant Lender’s name in Schedule 1 (The Original Lenders) and/or the amount of any Facility A Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement.  For the purposes of calculating the Lender’s Available Commitment with respect to Facility A, the Lender’s Commitment shall be reduced to the extent of the aggregate of the Ancillary Commitments of its Affiliates.

(b)                                The relevant Borrower shall specify any relevant Affiliate of a Lender in any notice delivered by that Borrower to the Agent pursuant to paragraph (b)(i) of Clause 6.2 (Availability).

(c)                                 If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender (as defined in Clause 26 (Changes to the Lenders), its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.

(d)                               Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

6.8                               Affiliates of Borrowers

(a)                               Subject to the terms of this Agreement, a Subsidiary of a Borrower may with the approval of the relevant Ancillary Lender become a borrower with respect to an Ancillary Facility.

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(b)                                The relevant Borrower shall specify its relevant Subsidiary in any notice delivered by that Borrower to the Agent pursuant to paragraph (b)(i) of Clause 6.2 (Availability).

(c)                                 Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is a Subsidiary of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Subsidiary.

(d)                                Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Subsidiary of a Borrower being under no obligations under any Finance Document or Ancillary Document.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

7.                                      REPAYMENT

7.1                               Repayment of Loans

(a)                                Each Borrower shall repay each Loan made to it on the last day of its Interest Period.

(b)                                The Borrowers shall repay all Utilisations in full on the Termination Date (together with interest and all other sums due and payable by the Obligors under the Finance Documents).

8.                                      ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

8.1                               Illegality

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

(a)                                that Lender, shall promptly notify the Agent upon becoming aware of that event and the Agent shall notify the Obligors as soon as reasonably practicable after receiving such notice;

(b)                                upon the Agent notifying the Obligors, the Commitment of that Lender will be immediately cancelled; and

(c)                                 each Borrower shall repay that Lender’s participation in the Utilisations made to that Borrower on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Obligors 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).

8.2                               Voluntary cancellation

Each Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice (in form of a Cancellation Notice), cancel the whole or any part (being a minimum amount of EUR 5,000,000) of the Available Facility.  Any cancellation under this Clause 8.2 shall reduce the Commitments of the Lenders rateably under the Facility.

8.3                               Voluntary prepayment

Each Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Utilisation (but if in part, being an amount that reduces the Base Currency Amount of the Utilisation by a minimum amount of EUR 5,000,000).

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8.4                               Right of cancellation and repayment in relation to a single Lender

(a)                                If:

(i)                                     any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 15.2 (Tax gross-up) or paragraph (b) of Clause 15.7 (FATCA Deduction and gross-up by Obligor); or

(ii)                                  any Lender claims indemnification from an Obligor under Clause 15.3 (Tax indemnity) or Clause 16.1 (Increased costs),

any Obligor may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice if such circumstances relate to a Lender) of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations.

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

(c)                                 On the last day of each Interest Period which ends after an Obligor has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Obligor in that notice), each Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.

9.                                      MANDATORY PREPAYMENT

If:

(a)                                the Guarantor ceases to directly or indirectly hold or control at least 90% of shares and votes in any of the Borrowers;

(b)                                the Borrowers cease to directly or indirectly hold or control (individually or jointly) at least 90% of shares and votes in any of the Operating Companies; or

(c)                                 the Borrowers cease to be able (individually or jointly) to direct any of Operating Companies’ affairs and/or to control the composition of any of Operating Companies’ board of directors or equivalent body,

then

(x)                                 no Lender shall be obliged to fund a Utilisation; and

(y)                                 if a Lender so requires and notifies the Agent, the Agent shall, by not less than 5 days’ notice to a Borrower, cancel the Commitment of that Lender and (i) declare the participation of that Lender in all outstanding Utilisations, together with accrued interest and all other amounts accrued under the Finance Documents, immediately due and payable, at which time the Commitment of that Lender will be cancelled and all such outstanding amounts will become

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immediately due and payable, or (ii) request the Borrowers to provide (within 5 days from the notice) cash cover for all outstanding Utilisations.

10.                               RESTRICTIONS

10.1                        Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 8 (Illegality, voluntary prepayment and cancellation) shall (subject to the terms of that Clause) 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.

10.2                        Interest and other amounts

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.

10.3                        Reborrowing

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

10.4                        Prepayment in accordance with Agreement

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

10.5                        No reinstatement of Commitments

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

10.6                        Agent’s receipt of Notices

If the Agent receives a notice under Clause 8 (Illegality, voluntary prepayment and cancellation) it shall promptly forward a copy of that notice or election to either the relevant Obligor or the affected Lender, as appropriate.

10.7                        Effect of Repayment and Prepayment on Commitments

If all or part of a Utilisation under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Utilisation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment.  Any cancellation under this Clause 10.7 shall reduce the Commitments of the Lenders rateably under the Facility.

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SECTION 5

COSTS OF UTILISATION

11.                               INTEREST

11.1                        Calculation of interest

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

(a)                                Margin;

(b)                                EURIBOR; and

(c)                                 Mandatory Cost, if any.

11.2                        Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

11.3                        Default interest

(a)                                If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. 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 11.3 shall be immediately payable by the Obligor 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 2 per cent. 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.

11.4                        Notification of rates of interest

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

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12.                               INTEREST PERIODS

12.1                        Interest Periods

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

(b)                                Subject to this Clause 12.1, a Borrower (or the Guarantor on behalf of that Borrower) may select an Interest Period of:

(i)                                     two weeks; or

(ii)                                  one Month; or

(iii)                               any other period agreed between the Borrower (or the Guarantor on behalf of that Borrower) and the Agent (acting on the instructions of all the Lenders) in writing.

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

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

(e)                                 A Loan has one Interest Period only.

12.2                        Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end:

(a)                                in the case of an Interest Period selected in accordance with Clause 12.1(b)(i) above, on the next Business Day in that week (if there is one) or the preceding Business Day (if there is not); and

(b)                                in the case of an Interest Period selected in accordance with Clause 12.1(b)(ii) above, on the next Business Day in that Month (if there is one) or the preceding Business Day (if there is not).

13.                               CHANGES TO THE CALCULATION OF INTEREST

13.1                        Absence of quotations

Subject to Clause 13.2 (Market disruption), if EURIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks.

13.2                        Market disruption

(a)                                If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

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(i)                                     the Margin;

(ii)                                  the rate notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling 5 Business Days after the Quotation Day (or, if earlier, on the date falling 1 Business Day prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii)                               the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)                                If:

(i)                                     the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less than EURIBOR; or

(ii)                                  a Lender has not notified the Agent of a percentage rate per annum pursuant to paragraph (a)(ii) above,

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

(c)                                 In this Agreement:

“Market Disruption Event” means:

(i)                                     at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Base Reference Banks supplies a rate to the Agent to determine EURIBOR for the relevant currency and Interest Period; or

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

13.3                        Alternative basis of interest or funding

(a)                                If a Market Disruption Event occurs and the Agent or a Borrower so requires, the Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)                                Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent (such consent not to be unreasonably withheld or delayed) of all the Lenders and the Borrowers, be binding on all Parties.

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13.4                        Break Costs

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

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

14.                               FEES

14.1                        Prolongation fee

Starbev Netherlands B.V. and Molson Coors Netherlands B.V. shall pay to each Lender (for its own account) a prolongation fee in the amount and at the times agreed in the Second Amendment and Restatement Agreement.

14.2                        Agency fee

Molson Coors Netherlands B.V. shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

14.3                        Interest, commission and fees on Ancillary Facilities

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

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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

15.                               TAX GROSS UP AND INDEMNITIES

15.1                        Definitions

(a)                                In this Agreement:

“FATCA Payment” means the increase in a payment made by an Obligor to a Finance Party under Clause 15.7 (FATCA Deduction and gross-up by Obligor).

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

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

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than (i) a FATCA Deduction and (ii) any deductions or withholdings under the Savings Directive.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 15.2 (Tax gross-up) or a payment under Clause 15.3 (Tax indemnity).

15.2                        Tax gross-up

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

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

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

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

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(e)                                 Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

15.3                        Tax indemnity

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

(b)                                Paragraph (a) above shall not apply:

(i)                                     with respect to any Tax assessed on a Finance Party:

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

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

(C)                               under the law of the jurisdiction in which that Finance Party has a permanent establishment and/or permanent representative to which income under this Agreement is attributed in respect of amounts received or receivable in that jurisdiction,

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

(ii)                                  to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up) or Clause 15.7 (FATCA Deduction and gross-up by Obligor);

(iii)                               relates to a FATCA Deduction required to be made by a Party;

(iv)                              is suffered or incurred with respect to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy); or

(v)                                 with respect to any deductions or withholdings under the Savings Directive.

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

(d)                                A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

15.4                        Tax Credit

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

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

(b)                                 that Finance Party has obtained and utilised that Tax Credit,

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

15.5                        Stamp taxes

Each Obligor shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, except for any such amount payable in respect of an assignment or, transfer or sub-participation by that Finance Party.

15.6                        VAT

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

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

(i)                                     (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier

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(at the same time as paying that amount) an additional amount equal to the amount of the VAT.  The Recipient must (where this paragraph (i) applies) promptly pay to the Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

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

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

(d)                                Any reference in this Clause 15.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time.

15.7                        FATCA Deduction and gross-up by Obligor

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

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

(c)                                  A payment shall not be increased under paragraph (b) above by reason of a FATCA Deduction if on the date on which the payment falls due the payment could have been made to that Lender (or to the Agent on behalf of such Lender) without a FATCA Deduction if such Lender (or Agent) were a FATCA Exempt Party, except where, in the case of any Lender that is a Party as at the date of this Second Amendment and Restatement Agreement, being or becoming a FATCA Exempt Party would constitute a breach of any law in that Lender’s jurisdiction.

(d)                                The Guarantor shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment

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payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Guarantor and that Obligor.

(e)                                 Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.

15.8                        Tax Credit and FATCA

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

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

(b)                                that Finance Party has obtained and utilised that Tax Credit,

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

15.9                        FATCA Information

(a)                                 Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)                                     confirm to that other Party whether it is:

(A)                               a FATCA Exempt Party; or

(B)                               not a FATCA Exempt Party; and

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

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

(b)                                 If a Party confirms to another Party pursuant to Clause 15.8(a)(i)(A) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

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

(i)                                     any law or regulation;

(ii)                                  any fiduciary duty; or

(iii)                               any duty of confidentiality.

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

16.                               INCREASED COSTS

16.1                        Increased costs

(a)                                Subject to Clause 16.3 (Exceptions) the Obligors shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b)                                In this Agreement:

(i)                                     “Increased Costs” means:

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

(B)                               an additional or increased cost; or

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

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

(ii)                                  “Basel III” means:

(A)                               the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”,

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“Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; and

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

16.2                        Increased cost claims

(a)                                A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Obligors.

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

16.3                        Exceptions

(a)                                Clause 16.1 (Increased Costs) does not apply to the extent any Increased Cost is:

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

(ii)                                  compensated for by Clause 15.3 (Tax indemnity) (or would have been compensated for under Clause 15.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax indemnity) applied);

(iii)                               relates to a FATCA Deduction required to be made by a Party;

(iv)                              is suffered or incurred with respect an increase in rate of any Bank Levy in force as at the date of the Second Amendment and Restatement Agreement (or any payment attributable to, or liability arising as a consequence of, an increase in rate of any Bank Levy in force as at the date of the Second Amendment and Restatement Agreement);

(v)                                 compensated for by the payment of Mandatory Cost;

(vi)                              attributable to the willful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

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

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Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b)                                In this Clause 16.3 reference to a “Tax Deduction” has the same meaning given to the term in Clause 15.1 (Definitions).]

17.                               OTHER INDEMNITIES

17.1                        Currency indemnity

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

(i)                                     making or filing a claim or proof against that Obligor; or

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

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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

17.2                        Other indemnities

(a)                                The Obligors shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by it as a result of:

(i)                                     the occurrence of any Event of Default;

(ii)                                  a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 30 (Sharing among the Finance Parties);

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

(iv)                              a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower.

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(b)                                The Obligors shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the transactions contemplated by the Finance Documents or funding the transactions contemplated by the Finance Documents (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the transactions under the Finance Documents), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate).  Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 17.2 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

17.3                        Indemnity to the Agent

The Obligors shall promptly indemnify the Agent against:

(a)                                 any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(i)                                     investigating any event which it reasonably believes is a Default;

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

(iii)                               instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

(b)                                 any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.10 (Disruption to Payment Systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.

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18.                               MITIGATION BY THE LENDERS

18.1                        Mitigation

(a)                                Each Finance Party shall, in consultation with the Obligors, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 15 (Tax gross-up and indemnities) or Clause 18 (Increased Costs), or in respect of Mandatory Cost, including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)                                Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

18.2                        Limitation of liability

(a)                                The Obligors shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 18.1 (Mitigation).

(b)                                A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

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19.                               COSTS AND EXPENSES

19.1                        Transaction expenses

The Obligors shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and perfection of:

(a)                                this Agreement and any other documents referred to in this Agreement; and

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

19.2                        Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 31.9 (Change of currency), each Obligor shall, within five Business Days of demand, reimburse each of the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

19.3                        Enforcement and preservation costs

Each Obligor, within five Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document.

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SECTION 7

GUARANTEE

20.                               GUARANTEE AND INDEMNITY

20.1                        Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a)                                guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

(b)                                undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)                                 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 20 if the amount claimed had been recoverable on the basis of a guarantee.

20.2                        Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

20.3                        Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 20 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

20.4                        Waiver of defences

The obligations of the Guarantor under this Clause 20 will not be affected by an act, omission, matter or thing which, but for this Clause 20, would reduce, release or prejudice any of its obligations under this Clause 20 (without limitation and whether or not known to it or any Finance Party) including:

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

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

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

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

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

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

(g)                                 any insolvency or similar proceedings.

20.5                        Guarantor Intent

Without prejudice to the generality of Clause 20.4 (Waiver of Defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following:  business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

20.6                        Immediate recourse

The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 20. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

20.7                        Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

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(a)                                refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b)                                hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 20.

20.8                        Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 20:

(a)                                to be indemnified by an Obligor;

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

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

(d)                                to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 20.1 (Guarantee and Indemnity);

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

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

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 31 (Payment mechanics).

20.9                        Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

21.                               REPRESENTATIONS

21.1                        General

Each Obligor makes the representations and warranties set out in this Clause 21 to each Finance Party.

21.2                        Status

(a)                                It and each of its Subsidiaries is a limited liability company or corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b)                                It and each of its Subsidiaries with respect to the Borrowers and each of the Material Subsidiaries with respect to the Guarantor have the power to own its assets and carry on its business as it is being conducted save to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

21.3                        Binding obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

21.4                        Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a)                                any law or regulation applicable to it to the extent or in a manner that such conflict gives rise to a Material Adverse Effect;

(b)                                the constitutional documents or articles of association of any Obligor in any material respect; or

(c)                                 any agreement or instrument binding upon it or any Obligor or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument, in each case, to the extent or in a manner that such conflict gives rise to a Material Adverse Effect.

21.5                        Power and authority

(a)                                It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

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(b)                                No limit on its powers will be exceeded as a result of the borrowing or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

21.6                  Validity and admissibility in evidence

(a)                                All Authorisations required or desirable:

(i)                                     to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(ii)                                  to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect, provided that, in the future, the registration of any Finance Document with the Administration de l’enregistrement et des Domaines may be requested in case of legal proceedings before a Luxembourg court or when such Finance Document has to be produced before an official Luxembourg authority.

(b)                                All Authorisations necessary for the conduct of the business, trade and ordinary activities of the Obligors have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.

21.7                        Governing law and enforcement

(a)                                The choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b)                                 Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions, subject to relevant exequatur procedures.

21.8                        Insolvency

No corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 25.7 (Insolvency proceedings) has been taken or, to the knowledge of the Obligors, threatened in relation to any Obligor or any Operating Company; and none of the circumstances described in Clause 25.6 (Insolvency) applies to any Obligor or any Operating Company.

21.9                  No filing or stamp taxes

(a)                                It is not necessary under the laws of its Relevant Jurisdictions that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (except for any registration due under or connection with the registration of a Finance Document (and any document in connection therewith) with the Administration de l’Enregistrement et des Domaines in

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Luxembourg that may be required in the case of legal proceedings before Luxembourg courts or in the case that a Finance Document (and any document in connection therewith) must be produced before an official Luxembourg authority (autorité constituée) and a nominal registration duty or an ad valorem duty may be payable, depending on the nature of the document to be registered).

(b)                                Any disclosure required to be made by it to any relevant taxing authority in relation to stamp duty land tax payable on any transactions contemplated by or being financed by the Finance Documents has been made.

21.10                 No Default

(a)                                No Event of Default and, on the date of this Agreement, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)                                No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any Operating Company or to which its (or any Operating Companies’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

21.11                 No misleading information

Save as disclosed in writing to the Agent and the Arranger prior to the date of this Agreement:

(a)                                any factual information provided to the Agent or the Arranger in connection with Finance Documents was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given;

(b)                                the expressions of opinion or intention provided by or on behalf of an Obligor to the Agent or the Arranger in connection with Finance Documents were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds;

(c)                                 no event or circumstance has occurred or arisen and no information has been omitted from any information to the Agent or the Arranger; and

(d)                                all other written information provided by any Obligor to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

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21.12                Original Financial Statements

(a)                                Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

(b)                                Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter.

(c)                                 Its audited Original Financial Statements (as relevant) give a true and fair view of its financial condition and results of operations during the relevant financial year.

(d)                                There has been no material adverse change in its assets, business or financial condition since the date of the Original Financial Statements.

(e)                                 Its most recent financial statements delivered pursuant to Clause 22.1 (Financial Statements):

(i)                                    have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and

(ii)                                 give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

(f)                                  Since the date of the most recent financial statements delivered pursuant to Clause 22.1 (Financial Statements) there has been no material adverse change in the business, assets or financial condition of the Group.

21.13                 No proceedings pending or threatened

Save for (i) as disclosed to the Agent prior to the date of the Second Amendment and Restatement Agreement in the latest Form 10-K report and Form 10-Q report of the Guarantor and (ii) a Proceeding (as defined below) pursuant to which an Obligor, Guarantor or Material Subsidiary, as the case may be, has a right of offset or indemnity claim against a person related to such Proceeding, no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency (a “Proceeding”) which, if adversely determined, could result in the liability of: (a) any Obligor in the amount exceeding EUR 10,000,000 (or its equivalent) in respect of the Group and (b) the Guarantor and any Material Subsidiary in the amount exceeding EUR 10,000,000, have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any of Operating Companies.

21.14                 Financial Indebtedness

Neither the Obligors nor any member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

21.15                 No adverse consequences

(a)                                It is not necessary under the laws of the Relevant Jurisdictions:

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(i)                                     in order to enable any Finance Party to enforce its rights under any Finance Document; or

(ii)                                  by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any Relevant Jurisdictions.

(b)                                No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

21.16                 Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulations) in any other jurisdiction.

21.17                 Times when representations made

(a)                                All the representations and warranties in this Clause 21 are made by each Obligor on the date of this Agreement.

(b)                                The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraphs (a) to (d) of Clause 21.12 (Original Financial Statements) will cease to be so made once subsequent financial statements have been delivered under this Agreement).

(c)                                 Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

22.                               INFORMATION UNDERTAKINGS

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Clause 22:

“Annual Financial Statements” means the financial statements for a financial year delivered pursuant to paragraph (a) of Clause 22.1 (Financial statements).

“Quarterly Financial Statements” means the financial statements delivered pursuant to paragraph (b) of Clause 22.1 (Financial statements).

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22.1                       Financial statements

The Guarantor shall supply to the Agent in sufficient copies for all the Lenders:

(a)                                as soon as they are available, but in any event within 180 days after the end of each of its financial years:

(i)                                     the Guarantor’s audited consolidated financial statements for that financial year; and

(ii)                                  the unaudited financial statements of each Borrower that is not incorporated in Luxembourg for that financial year;

(iii)                               the unaudited preliminary interim financial reports of each Borrower that is incorporated in Luxembourg for that financial year; and

(iv)                              if prepared, the audited or unaudited consolidated financial statements of the Group for that financial year;

(b)                                as soon as they are available, but in any event within 365 days after the end of each of its financial years, the unaudited financial statements of each Borrower that is incorporated in Luxembourg for that financial year; and

(c)                                 as soon as they are available, but in any event within 45 days after the end of each calendar quarter of each of its financial years the Guarantor’s consolidated financial statements for that Financial Quarter; and

(d)                                if prepared, as soon as they are available, but in any event within 45 days after the end of each calendar quarter of each of its financial years the Group’s consolidated financial statements for that Financial Quarter.

22.2                        Provision and contents of Compliance Certificate

(a)                                The Guarantor shall supply a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.

(b)                                The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 23 (Financial Covenants).

(c)                                 Each Compliance Certificate shall be signed by one officer of the Guarantor and, if required to be delivered with the consolidated Annual Financial Statements of the Guarantor, shall be reported on by the Guarantor’s Auditors in the form agreed by the Guarantor and the Majority Lenders.

22.3                        Requirements as to financial statements

(a)                                The Obligors shall procure that each set of Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement.  In addition the Guarantor shall procure that the Annual Financial Statements of the Guarantor shall be audited by the Auditors.

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(b)                                Each set of financial statements delivered pursuant to Clause 22.1 (Financial statements):

(i)                                     shall be certified by a director of the relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up and, in the case of the Annual Financial Statements of the Guarantor, shall be accompanied by any letter addressed to the management of the relevant company by the Auditors and accompanying those Annual Financial Statements; and

(ii)                                  shall be prepared in accordance with the Accounting Principles.

22.4                        Information: miscellaneous

Each Obligor shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a)                                promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, any Material Subsidiary or any Operating Company, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect; and

(b)                                promptly on request, such further information regarding the financial condition, assets and operations of the Group and/or any member of the Group (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor under this Agreement, any changes to Senior Management and an up-to-date copy of its Shareholders’ register (or equivalent in its jurisdiction of incorporation)) as any Finance Party through the Agent may reasonably request.

22.5                        Notification of default

(a)                                Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)                                Promptly upon a request by the Agent, each Obligor shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

22.6                        “Know your customer” checks

(a)                                If:

(i)                                     the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

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(ii)                                  any change in the status of an Obligor or the composition of the shareholders of a Borrower after the date of this Agreement; or

(iii)                               a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)                                Each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, all documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender that is necessary for the Agent or the respective Lender in order to comply with all necessary regular “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents and/or any updates thereof.

(c)                                 Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

23.                               FINANCIAL COVENANTS

23.1                        Financial definitions

In this Agreement:

(a)                                “Relevant Period” means each period of 12 months, ending on or about the last day of the financial year of the Guarantor and each period of 12 months ending on or about the last day of each financial quarter of the Guarantor.

(b)                                All calculations for the purposes of Clause 23.2 (Financial condition) shall be based on the definitions, assumptions and requirements set out in the Parent Co. Facility and Schedule 10 (Consolidated EBITDA) as in force on the date of this Agreement.

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23.2                        Financial condition

The Guarantor shall ensure that Net Debt/EBITDA in respect of any Relevant Period shall not exceed 3.50:1.

23.3                        Financial testing

The financial covenants set out in Clause 23.2 (Financial condition) shall be calculated in accordance with the Accounting Principles (save as varied by this Agreement) and tested by reference to each of the financial statements delivered pursuant to paragraphs (a)(i) and (b) of Clause 22.1 (Financial Statements) and/or each Compliance Certificate delivered pursuant to Clause 22.2 (Provision and contents of Compliance Certificate).

24.                               GENERAL UNDERTAKINGS

The undertakings in this Clause 24 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

24.1                        Authorisations

Each Obligor shall promptly:

(a)                                obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)                                supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i)                                     enable it to perform its obligations under the Finance Document;

(ii)                                  ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(iii)                               carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

24.2                        Compliance with laws

Each Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

24.3                        Maintenance of legal status

Each Obligor shall do all such things as are necessary or desirable to maintain that Obligor’s corporate existence in the same legal form as that Obligor exists as at the date of this Agreement save to the extent that Obligor is a Borrower and that Borrower merges with another Borrower.

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24.4                        Merger

No Borrower shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than a merger with another Borrower.

24.5                        Change of business

Each Obligor shall procure that no substantial change is made to the general nature of the business of the Obligors from that carried on at the date of this Agreement.

24.6                        Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

24.7                        Negative pledge

In this Clause 24.7, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

(a)                                No Borrower shall (and the Obligors shall ensure that no member of the Group will) create or permit to subsist any Security over any of its assets other than Permitted Security.

(b)                                No Borrower shall (and the Obligors shall ensure that no member of the Group will):

(i)                                     sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii)                                  sell, transfer or otherwise dispose of any of its receivables on recourse terms (other than where such arrangement or transaction constitutes Permitted Financial Indebtedness);

(iii)                               other than Permitted Security, enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)                              enter into any other preferential arrangement having a similar effect,