Dated 13 May 2011 as amended on 14 June 2011, as amended and restated on 30 November 2012, as amended on 7 November 2013 and as further amended and restated on March 2014 LUXFER HOLDINGS PLC LLOYDS BANK PLC and CLYDESDALE BANK PLC (TRADING AS...

Exhibit 4.2

EXECUTION VERSION

Dated 13 May 2011

as amended on 14 June 2011, as amended and restated on 30 November 2012, as amended on 7 November 2013 and as further amended and restated on          March 2014

LUXFER HOLDINGS PLC

LLOYDS BANK PLC and CLYDESDALE BANK PLC (TRADING AS YORKSHIRE BANK)

as Mandated Lead Arrangers

THE PARTIES LISTED IN PART 1 OF SCHEDULE 1

as Borrowers

THE PARTIES LISTED IN PART 2 OF SCHEDULE 1

as Guarantors

LLOYDS BANK PLC

as Agent

SENIOR FACILITIES AGREEMENT

Contents

This Agreement dated 13 May 2011 as amended on 14 June 2011, as amended and restated on 30 November 2012, as amended on 7 November 2013 and as further amended and restated on             March 2014

Between

(1)                                 Luxfer Holdings PLC (registered in England and Wales with number 3690830) (Company);

(2)                                 The parties listed in part 1 (Original Borrowers) of schedule 1;

(3)                                 The parties listed in part 2 (Original Guarantors) of schedule 1;

(4)                                 Lloyds Bank plc and Clydesdale Bank plc (trading as Yorkshire Bank) as mandated lead arrangers (whether acting individually or together the Arrangers);

(5)                                 The Financial Institutions listed in part 3 (The Original Lenders) of schedule 1 as lenders (Original Lenders);

(6)                                 Lloyds Bank plc, Clydesdale Bank PLC (trading as Yorkshire Bank) and Bank of America N.A. as ancillary facilities providers (Original Ancillary Lenders); and

(7)                                 Lloyds Bank plc as agent of the other Finance Parties (Agent).

It is agreed

1                                         Definitions and interpretation

1.1                               Definitions

In this Agreement:

ABL Facility means the facility provided pursuant to the facility agreement dated 26 April 2006 between the Company and Bank of America. N.A (in various capacities)

Acceptable Bank means:

(a)                                 a Lender (provided that such Lender is not a Defaulting Lender)

(b)                                 a bank or financial institution which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services, F(1) + or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency or

(c)                                  any other bank or financial institution approved by the Agent, or if the Agent is an Impaired Agent the Majority Lenders

Accession Deed means a document substantially in the form set out in schedule 7 (Form of Accession Deed)

Accounting Principles means the international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements or if required by the applicable law the generally acceptable accounting principles of the US

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Accounting Reference Date has the meaning given to it in section 391 of the CA 2006

Additional Borrower means a company which becomes an Additional Borrower in accordance with clause 30.2 (Additional Borrowers)

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with clause 30.4 (Additional Guarantors)

Additional Obligor means an Additional Borrower or an Additional Guarantor

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.  Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc and/or National Westminster Bank Plc, the term “Affiliate” shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings

Agent’s Spot Rate of Exchange means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day

Amendment and Restatement Agreement means the amendment and restatement agreement relating to this Agreement made between the Parties and dated on or around the Restatement Date

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 the Revolving Facility or a Business Day within the Availability Period for the Uncommitted Accordion Revolving Facility (as applicable)

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

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

Ancillary Facility means any ancillary facility made available by an Ancillary Lender in accordance with clause 7 (Ancillary Facilities)

Ancillary Lender means any Lender which makes available an Ancillary Facility in accordance with clause 7 (Ancillary Facilities), initially being the Original Ancillary Lenders

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:

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(a)                                 the principal amount under each overdraft 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 letter of credit under that Ancillary Facility (less any amount prepaid or repaid in respect of such instrument and taking account of any decrease in the liability under such instrument as a consequence of a decrease in the underlying liability in respect of which such instrument was issued) 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

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to clause 24.1(a) (Financial statements)

Anti-Terrorism Law means any US state or federal law relating to terrorism or money laundering, including the Executive Order, the USA Patriot Act and the Money Laundering Control Act of 1986, Public Law 99-570

Articles means the articles of association of the Company

Assignment Agreement means an agreement substantially in the form set out in schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee

Auditors means one of PricewaterhouseCoopers LLP, Ernst & Young LLP, KPMG Audit PLC, Deloitte & Touche LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ LLP, BDO International 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 the date falling 1 Month before the Termination Date

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

(a)                                 the Base Currency Amount of its participation in any outstanding Loans under that Facility and, in the case of the Revolving Facility or an Uncommitted Accordion Revolving Facility only, the Base Currency Amount of the aggregate of its applicable Ancillary Commitments and

(b)                                 in relation to any duly requested proposed Loan, the Base Currency Amount of its participation in any other Loans that are due to be made under that Facility on or before the proposed Utilisation Date and in the case of the Revolving Facility or an

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Uncommitted Accordion Revolving Facility only, the Base Currency Amount of its Ancillary Commitment in relation to any new Ancillary Facility under the relevant Facility that is due to be made available on or before the proposed Utilisation Date

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Loan under the Revolving Facility or an Uncommitted Accordion Revolving Facility only the following amounts shall not be deducted from a Lender’s Commitment under that Facility:

(i)                                     that Lender’s participation in any Revolving Facility Loans or any Uncommitted Accordion Facility Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date and

(ii)                                  that Lender’s Ancillary Commitments under the relevant Facility 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 a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility

Base Case Model means the financial model dated 4 April 2011 in agreed form prepared by the Company including profit and loss account, balance sheet and cashflow projections relating to the Group

Base Currency means US Dollars

Base Currency Amount means:

(a)                                 in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower (or the Company on its behalf) for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is 3 Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement)

(b)                                 in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Company pursuant to clause 7.2 (Availability) or

(c)                                  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 3 Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement

as adjusted to reflect any repayment, prepayment or consolidation of a Loan, or (as the case may be) 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:

(a)                                 in relation to LIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market or

(b)                                 in relation to EURIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the European interbank market

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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, in relation to LIBOR, the principal London offices of Lloyds Bank plc, Clydesdale Bank plc and Bank of America and, in relation to EURIBOR, the principal office of Lloyds Bank plc, Clydesdale Bank plc and Bank of America or such other banks as may be appointed by the Agent in consultation with the Company

Bilateral Document means each document relating to or evidencing the terms of a Bilateral Facility

Bilateral Facility means a bilateral facility made available to an Obligor by a Bilateral Lender in accordance with clause 8 (Bilateral Facilities)

Bilateral Lender means each Lender

Bilateral Limit means in respect of each Bilateral Lender the amount set opposite its name under the heading Bilateral Limit in part 3 (The Original Lenders) of schedule 1 (or its equivalent in any currency) each Bilateral Lender’s exposure and limit being calculated in accordance with the relevant Bilateral Lender’s usual policy

Borrower means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with clause 30 (Changes to the Obligors)

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

(a)                                 the interest 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 amount of the Loan 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 amount of the Loan 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

Budget means:

(a)                                 in relation to the period beginning on 1 January 2011 and ending on 31 December 2011, the Base Case Model to be delivered by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent) and

(b)                                 in relation to any other period, the budget delivered by the Company to the Agent in respect of that period pursuant to, and in accordance with, clause 24.4 (Budget)

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

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

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

CA2006 means the Companies ▇▇▇ ▇▇▇▇

Cash Equivalent Investments means at any time:

(a)                                 certificates of deposit maturing within 6 Months after the relevant date of calculation and issued by an Acceptable Bank

(b)                                 any investment in marketable debt obligations issued or guaranteed by the government of the United States of America or any member state of the European Economic Area (subject to any such member state of the European Economic Area having a credit rating equivalent to or better than the United States of America or the United Kingdom), or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within 3 Months after the relevant date of calculation and not convertible or exchangeable to any other security

(c)                                  commercial paper not convertible or exchangeable to any other security:

(i)                                     for which a recognised trading market exists

(ii)                                  issued by an issuer incorporated in the United States of America or any member State of the European Economic Area

(iii)                               which matures within 3 Months after the relevant date of calculation and

(iv)                              which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating

(d)                                 any investment in money market funds which

(i)                                     have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited

(ii)                                  invest substantially all their assets in securities of the types described in paragraphs (a) to (c) and

(iii)                               can be turned into cash on not more than 30 days’ notice or

(e)                                  any other debt security approved by the Majority Lenders

in each case, denominated in sterling or an Optional Currency and to which an Obligor is alone or together with other Obligors beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security

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Change of Control means any person or group of persons acting in concert gains direct or indirect control of the Company.  For the purposes of this definition:

(a)                                 control of the Company means:

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

(A)                               cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Company or

(B)                               appoint or remove all, or the majority, of the directors or other equivalent officers of the Company or

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

(ii)                                  (the holding beneficially of more than 50% of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital)

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

Closing Date means the date the Agent gives the notice to the Company pursuant to clause 4.1(c)

Commitment means the Revolving Facility Commitment or an Uncommitted Accordion Facility Commitment

Compliance Certificate means a certificate substantially in the form set out in schedule 9 (Form of Compliance Certificate)

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

(a)                                 any member of the Group, or any of its advisers or

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

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:

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(i)                                     is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 41 (Confidentiality) or

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

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

Confidentiality Undertaking means a confidentiality undertaking substantially in the recommended form of the LMA for the time being or in any other form agreed between the Company and the Agent

Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions ▇▇▇ ▇▇▇▇

CTA means the Corporation Tax ▇▇▇ ▇▇▇▇

Czech Subsidiary means Magnesium Elektron Recycling CZ S.R.O.

Debenture means the debenture entered into by the Original Obligors pursuant to clause 4.1 (Initial conditions precedent)

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

(a)                                 purchases by way of assignment or transfer

(b)                                 enters into any sub-participation in respect of or

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

any Commitment or amount outstanding under this Agreement

Deed of Termination means the deed of termination to an intercreditor deed entered into on or about the Second Restatement Date and made between, amongst others, the Company, the Debtors, Lloyds Bank plc as Agent and the Noteholders (each term as defined therein)

Default means an Event of Default or any event or circumstance specified in clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default

Defaulting Lender means any Lender (other than Lender which is a Sponsor Affiliate):

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

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(b)                                 which has otherwise rescinded or repudiated a Finance Document

unless, in the case of paragraph (a) above

(i)                                     its failure to pay is caused by

(A)                               administrative or technical error or

(B)                               a Disruption Event and

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

(ii)                                  the Lender is disputing in good faith whether it is contractually obliged to make the payment in question

Defined Benefit Scheme means each of the following:

(a)                                 Luxfer Group Pension Plan

(b)                                 Luxfer Group Supplementary Pension Plan

(c)                                  BA Holdings inc. Defined Benefit Pension Plan

(d)                                 Pension Plan for Hourly Employees of Luxfer Inc

(e)                                  BA Holdings Inc. Executive Supplemental Retirement Plan

(f)                                   IPC Supplementary Pension scheme and

(g)                                  IDR Termination Indemnities

Designated Gross Amount has the meaning given to that term in clause 7.2 (Availability)

Designated Net Amount has the meaning given to that term in clause 7.2 (Availability)

Designated Person means a person:

(a)                                 listed on the annex to the Executive Order

(b)                                 owned or controlled by, or acting for or on behalf of, any person listed on the annex to the Executive Order

(c)                                  listed on the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC of the United States Department of the Treasury, as updated or amended from time to time

(d)                                 whose property has been blocked, or is subject to seizure, forfeiture or confiscation, under any applicable Anti-Terrorism Law or

(e)                                  that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order

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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

(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

Dormant Subsidiary means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including indebtedness owed to it) which in aggregate have a value of $33,000 or more or its equivalent in other currencies

Employee Plan means, at any time, an “employee pension benefit plan” as defined in section 3(2) of ERISA and subject to Title IV of ERISA (other than a Multiemployer Plan) then or at any time during the previous six years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliate

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

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

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

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

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law

Environmental Law means any applicable law or regulation which relates to:

(a)                                 the pollution or protection of the Environment

(b)                                 the conditions of the workplace or

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

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Environmental Permits means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from any Real Property owned or used by any member of the Group

ERISA means the US Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder

ERISA Affiliate means each person (as defined in section 3(9) of ERISA) that is a member of a controlled group of, or under common control with, any Obligor, within the meaning of section 414 of the Internal Revenue Code

ERISA Event means any of the following events:

(a)                                 any reportable event, as defined in section 4043(c) of ERISA, with respect to an Employee Plan as to which the PBGC has not by regulation waived the requirement of section 4043(a) of ERISA that it be notified within thirty days of the occurrence of that event. However, a failure to meet the minimum funding standard of section 412 of the Internal Revenue Code or section 302 of ERISA shall be a reportable event for the purposes of this paragraph (a) regardless of the issuance of any waiver under said sections

(b)                                 the requirements of subsection (1) of section 4043(b) of ERISA (without regard to subsection (2) of that section) are met with respect to a contributing sponsor, as defined in section 4001(a)(13) of ERISA, of an Employee Plan and an event described in paragraph (9), (10), (11), (12) or (13) of section 4043(c) of ERISA is reasonably expected to occur with respect to that Employee Plan within the following 30 days

(c)                                  the filing under section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan

(d)                                 the termination of any Employee Plan under section 4041(c) of ERISA

(e)                                  the institution of proceedings under section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan

(f)                                   the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance pursuant to section 412 of the Internal Revenue Code or section 302 of ERISA or

(g)                                  engagement with an Employee Plan in a non-exempt prohibited transaction within the meaning of section 4975 of the Internal Revenue Code or section 406 of ERISA other than as a result of entering into this Agreement

ESOP means the Luxfer Group Employee Share Ownership Plan established by a deed of trust dated 3 November ▇▇▇▇

▇▇▇▇▇▇▇ 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 Interpolated Screen Rate for that Loan or

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(c)                                  if

(i)                                    no Screen Rate is available for the Interest Period of that Loan and

(ii)                                  it is not possible to calculate an Interpolated Screen Rate for that Loan

the Base Reference Bank Rate

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for euro and for a period equal in length to the Interest Period of that Loan

Event of Default means any event or circumstance specified as such in clause 27 (Events of Default)

Excluded Deposit Account means each of the following deposit accounts:

(a)                                 any deposit account specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company or any of its Subsidiary’s salaried employees

(b)                                 any deposit account credited at any time with an amount not exceeding $100,000 (or its equivalent in any currency) individually and, when aggregated with the amounts in all other such accounts, $500,000 (or its equivalent in any currency)

(c)                                  any deposit account, the balance of which consists solely of funds set aside in connection with tax, trust or similar accounts that are or are or will be promptly applied in the ordinary course of business toward valid applicable obligations of such Obligor

(d)                                 any “lock-box” deposit account the balance of which is swept on a daily basis into other deposit accounts of the Company or any of its Subsidiaries that are deposit accounts as set forth under the preceding limbs (a) - (c) (inclusive)

Executive Order means Executive Order No. 13224 of September 23, 2001- Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism

Existing Notes means £71,850,977 floating rate notes due 2012 issued by the Company

Existing Note Documents means:

(a)                                 the indenture dated 6 February 2007 made between the Company and The Bank of New York; and

(b)                                 each note issued pursuant to the indenture referred to in limb (a) above

Facilities means the Revolving Facility and the Uncommitted Accordion Facility, and each a “Facility”

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 date, by not less

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than 7 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 has the meaning given to that term in clause 17.1 (Tax gross up and indemnities)

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 January 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 2015 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 this Agreement

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

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

Fee Letter means:

(a)                                 any letter or letters dated on or about the date of this Agreement between:

(i)                                     the Original Lenders and the Company or

(ii)                                  the Agent and the Company

setting out any of the fees referred to in clause 2.2(e) (Increase) or clause 16 (Fees)

(b)                              the Amendment Fee Letter (as defined in the Amendment and Restatement Agreement)

(c)                               the Second Amendment Fee Letter (as defined in the Second Amendment and Restatement Agreement)

(d)                              an Uncommitted Accordion Facility Fee Letter and

(e)                               the Supplemental Agency Fee Letter (as defined in the Second Amendment and Restatement Agreement)

Finance Document means this Agreement, any Accession Deed, any Ancillary Document, any Bilateral Document, any Compliance Certificate, any Fee Letter, any Hedging Agreement,

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any Resignation Letter, any Utilisation Request, any Uncommitted Accordion Facility Document, the Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement, the Deed of Termination and any other document designated as a Finance Document by the Agent and the Company,

provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:

(a)                                 the definition of Material Adverse Effect

(b)                                 paragraph (a) of the definition of Permitted Transaction

(c)                                  the definition of Transaction Document

(d)                                 clause 1.2(a)(iv) (Interpretation)

(e)                                  clause 22 (Guarantee and indemnity) and

(f)                                   clause 27 (Events of Default) (other than clause 27.15 (Repudiation and rescission of agreements) and clause 27.20 (Acceleration))

provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement, a Bilateral Document shall be a Finance Document only for the purposes of clause 22 (Guarantee and indemnity)

Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease

Finance Party means the Agent, the Arrangers, a Lender, a Hedge Counterparty, any Ancillary Lender or any Bilateral Lender

provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement a Hedge Counterparty shall be a Finance Party only for the purposes of:

(a)                                 clause 1.2(a)(i) (Interpretation)

(b)                                 paragraph (c) of the definition of Material Adverse Effect

(c)                                  clause 22 (Guarantee and indemnity) and

(d)                                 clause 32 (Conduct of business by the Finance Parties)

provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement a Bilateral Lender shall be a Finance Party only for the purposes of clause 22 (Guarantee and indemnity)

Financial Indebtedness means, without double counting, any indebtedness for or in respect of:

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

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

14

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

(d)                                 any Finance Leases

(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 (i) an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition

(h)                                 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 180 days after the date of supply

(i)                                     any amount raised under any other transaction (including any forward sale or purchase sale and sale back or sale and leaseback agreement) having the commercial or economic effect of a borrowing or otherwise classified as borrowings under the Accounting Principles

(j)                                    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

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

Financial Quarter has the meaning given to that term in clause 25 (Financial covenants)

Financial Support Direction means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions ▇▇▇ ▇▇▇▇

Financial Year has the meaning given to that term in clause 25 (Financial covenants)

Fraudulent Transfer Law means any applicable US Bankruptcy Law (including, without limitation, section 548 of Title 11 of the US Bankruptcy Law) or any US state fraudulent transfer or conveyance statute or any relevant case law

French Subsidiary means Luxfer Gas Cylinders S.A.S

Funds Flow Statement means a funds flow statement in agreed form

Group means the Company and each of its Subsidiaries for the time being

15

Group Structure Chart means the group structure chart to be delivered by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent)

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 30 (Changes to the Obligors)

Hedge Counterparty means a Lender which has become a Party as a Hedge Counterparty in accordance with clause 28.8 (Accession of Hedge Counterparties)

Hedge Counterparty Accession Undertaking means an undertaking substantially in the form set out in schedule 14 (Hedge Counterparty Accession Undertaking)

Hedging Agreement means any master agreement, confirmation, schedule or other agreement in agreed form entered into or to be entered into by the relevant Borrower and a Hedge Counterparty for the purpose of hedging the types of liabilities and/or risks which, at the time that the master agreement, confirmation, schedule or other agreement (as the case may be) is entered into, the Hedging Letter requires to be hedged, or is otherwise permitted by the terms of this Agreement

Hedging Letter means the letter dated on or before the date of this Agreement and made between the Agent and the Company describing the hedging arrangements to be entered into in respect of the interest rate liabilities of the Borrowers

Historic Lenders means each of Lloyds Bank plc, Clydesdale Bank PLC (trading as Yorkshire Bank) and Bank of America N.A., in each case together with their assignees and transferees pursuant to clause 28 (Changes to the Lenders) and any party who assumes a Historic Lender’s commitments in accordance with clause 2.2 (Increase)

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

Impaired Agent means the Agent at any time when:

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

(b)                              the Agent otherwise rescinds or repudiates as Finance Document

(c)                               (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender and, in the case of the events or circumstances referred to in paragraph (a), none of the exceptions apply to that paragraph or

(d)                              an Insolvency Event has occurred and is continuing with respect to the Agent

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

(i)                                     its failure to pay is caused by:

(A)                               administrative or technical error, or

(B)                               a Disruption Event and

(ii)                              payment is made within 5 Business Days of its due date or

16

(iii)                           the Agent is disputing in good faith whether it is contractually obliged to make the payment in question

Increase Confirmation means a confirmation substantially in the form set out in schedule 11 (Form of Increase Confirmation)

Increase Lender has the meaning given to that term in clause 2.2 (Increase)

Internal Revenue Code means the US Internal Revenue Code of 1986, as amended from time to time, and any and all regulations and rulings issued thereunder

Information Memorandum means the document dated 7 January 2011 in the form approved by the Company concerning the Group which, at the request of the Company and on its behalf in relation to this transaction prior to the date of this Agreement in connection with the Facility

Information Package means the Base Case Model and the Information Memorandum

Insolvency Event means, in relation to a Finance Party:

(a)                              any receiver, administrative receiver, administrator, liquidator, compulsory manager or other similar officer is appointed in respect of that Finance Party or all or substantially all of its assets

(b)                              that Finance Party is subject to any event which has an analogous effect to any of the events specified in paragraph (a) under the applicable laws of any jurisdiction or

(c)                               that Finance Party suspends making payments on all or substantially all of its debts or publicly announces an intention to do so

Intellectual Property means:

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

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

Interest Period means, in relation to a Loan, each period determined in accordance with clause 14 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 13.3 (Default interest)

Interpolated Screen Rate means, in relation to LIBOR or EURIBOR for any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

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

17

each as of the Specified Time on the Quotation Day for the currency of that Loan

ITA means the Income Tax ▇▇▇ ▇▇▇▇

Joining Lenders means each of National Westminster Bank Plc and Santander UK PLC, in each case together with their assignees and transferees pursuant to clause 28 (Changes to the Lenders) and any party who assumes a Joining Lender’s commitments in accordance with clause 2.2 (Increase)

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

Legal Reservations means:

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

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

(c)                                  the possibility that the courts may recharacterise any security purporting to be a fixed charge as a floating charge (or vice versa) and

(d)                                 similar principles, rights and defences under the laws of any Relevant Jurisdiction

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 2.2 (Increase) or clause 28 (Changes to the Lenders)

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

LIBOR means, in relation to any Loan:

(a)                                 the applicable Screen Rate or

(b)                                 (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan or

(c)                                  if:

(i)                                     no Screen Rate is available for the currency of that Loan or

(ii)                                  no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan the Base Reference Bank Rate

18

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the currency of that Loan and a period equal in length to the Interest Period of that Loan

Limitation Acts means the Limitation ▇▇▇ ▇▇▇▇ and the Foreign Limitation Periods Act 1984

LMA means the Loan Market Association

Loan means a Revolving Facility Loan or an Uncommitted Accordion Facility Loan

Major Breach means any breach of:

(a)                                 clause 26.7 (Change of business)

(b)                                 clause 26.8 (Acquisitions)

(c)                                  clause 26.11 (Pari passu ranking)

(d)                                 clause 26.12 (Negative pledge)

(e)                                  clause 26.13 (Disposals)

(f)                                   clause 26.15 (Loans or credit)

(g)                                  clause 26.16 (No Guarantees or indemnities)

(h)                                 clause 26.17 (Dividends and share redemption)

(i)                                     Not Used

(j)                                    clause 26.19 (Financial Indebtedness) and

(k)                                 clause 26.21 (Insurance)

Major Default means any of the following Events of Default:

(a)                                 clause 27.1 (Non-payment)

(b)                                 clause 27.2 (Financial covenants and other obligations)

(c)                                  clause 27.3 (Other obligations) but only insofar as it relates to a Major Breach

(d)                                 clause 27.4 (Misrepresentation) but only insofar as it relates to a Major Representation

(e)                                  clause 27.6 (Insolvency) and clause 27.7 (Insolvency proceedings) and

(f)                                   clause 27.9 (Unlawfulness and invalidity) and clause 27.15 (Repudiation and rescission of agreements) and

(g)                                  clause 27.19 (ERISA)

Majority Lenders means a Lender or Lenders whose 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)

19

Major Representation means each of the representations set out in clause 23.2 (Status) to clause 23.6(a) (Validity and admissibility in evidence) inclusive, clause 23.25 (Obligors), clause 23.31 (US Regulations) and clause 23.32 (Sanctions)

Margin means:

(a)                                 subject to clause 15.1 (Margin adjustment), in relation to each Revolving Facility Loan, 1.5% per annum

(b)                                 in relation to any Uncommitted Accordion Facility Loan, the rate per annum specified in the relevant Uncommitted Accordion Facility Commitment Notice, subject to any margin adjustment mechanism also specified therein

(c)                                  in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified for that Facility and

(d)                                 in relation to any other Unpaid Sum, the highest rate specified above

Margin Stock shall have the meaning ascribed to such term under Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System

Material Adverse Effect means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a)                                 the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole

(b)                                 the ability of an Obligor to perform its payment obligations under the Finance Documents (taking into account the financial resources available to that Obligor from other members of the Group) or

(c)                                  the rights or remedies of any Finance Party under any of the Finance Documents

Material Company means, at any time:

(a)                                 an Obligor

(b)                                 a wholly-owned member of the Group that holds shares in an Obligor or

(c)                                  a Subsidiary of the Company which has earnings before interest, tax and amortisation calculated on the same basis as EBITA representing 5% or more of EBITA, or has gross assets, (excluding intra-group items) representing 5%, or more of the gross assets of the Group, calculated on a consolidated basis

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

20

A report by the Auditors of the Company that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and  binding on all Parties

Material Provision means each of clause 24.1 (Financial statements) to 24.3 (Requirements as to financial statements), clause 26.6 (Merger) to 26.8 (Acquisitions) (inclusive), clause 26.11 (Pari passu ranking), clause 26.12 (Negative pledge), clause 26.13 (Disposals), clauses 26.15 (Loans or credit) to 26.19 (Financial Indebtedness) (inclusive), clause 26.21 (Insurance) and clause 26.35 (ERISA)

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)) 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

(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

Monthly Financial Statements means the financial statements delivered pursuant to clause 24.1(b) (Financial statements)

Multiemployer Plan means, at any time, a multiemployer plan (as defined in section 4001(a)(3) of ERISA) then or at any time during the previous five years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or an ERISA Affiliate

New Lender has the meaning given to it in clause 28.1 (Assignments and transfers by the Lenders)

Notes means the notes issued pursuant to the Note Documents

Note Documents means:

(a)                                 the note purchase agreement for up to US $65,000,000 entered into by BA Holdings Inc on or around the date of this Agreement

(b)                                 the guarantee entered into by each Obligor on or around the Closing Date in the form set out in the note purchase agreement referred to in limb (a) above and

(c)                                  each note issued pursuant to the note purchase agreement referred to in limb (a) above

(d)                                 the hedging letter issued pursuant to the note purchase agreement referred to in limb (a) above

21

(e)                                  a letter dated 21 March 2011 between the Company and Pricoa Capital Group and

(f)                                   any other Note Document as defined in the note purchase agreement referred to in limb (a) above

Notifiable Debt Purchase Transaction has the meaning given to that term in clause 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)

Obligor means a Borrower or a Guarantor

OFAC means the Office of Foreign Asset Control of the US Department of the Treasury

Optional Currency means a currency (other than the Base Currency) which complies with the conditions set out in clause 4.3 (Conditions relating to Optional Currencies)

Original Financial Statements means:

(a)                                 in relation to the Company (i) in respect of any representation to be given on the date of this Agreement, its consolidated audited financial statements for its financial year ended 31 December 2009 and its consolidated unaudited financial statements for its financial year ended 31 December 2010 and (ii) in any other respect its consolidated audited financial statements for its financial year ended 31 December 2010

(b)                                 in relation to the Company the consolidated unaudited monthly management accounts for the period from 1 January 2011 to 31 March 2011

(c)                                  in relation to each other member of the Group (other than BA Holdings Inc, Luxfer Australia Pty Limited, ▇▇▇▇ Metals Inc, ▇▇▇ Chemicals Inc, Magnesium Elektron North America Inc, Niagra Metallurgical Products Limited and Reade Manufacturing Company), its audited financial statements for the financial year ended 31 December 2009 and

(d)                                 in relation to any other Obligor, its audited financial statements delivered to the Agent as required by clause 30 (Changes to the Obligors)

Original Obligor means an Original Borrower or an Original Guarantor

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

Party means a party for the time being to this Agreement

PBGC means the Pension Benefit Guaranty Corporation of the US established pursuant to section 4002 of ERISA or any entity succeeding to all or any of its functions under ERISA

Pensions Regulator means the body corporate called the Pensions Regulator established under Part I of the Pensions ▇▇▇ ▇▇▇▇

Permitted Acquisition means:

(a)                                 an acquisition pursuant to a Permitted Share Issue

22

(b)                                 the incorporation of a company which on incorporation becomes a member of the Group, but only if that company is incorporated with limited liability in the European Union, the United States, or such other jurisdiction in which an existing member of the Group operates, and not in any jurisdiction that is on a restricted list for a Finance Party

(c)                                  an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal

(d)                                 an acquisition (not being an acquisition by the Company), of (A) all or the amount required to hold a controlling interest of the issued share capital of a limited liability company or (B) (if the acquisition is made by a limited liability company) a business or undertaking carried on as a going concern, but only if:

(i)                                 no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(ii)                              the acquired company, business or undertaking:

(A)                                is engaged in a business substantially the same as that carried on by the Group and

(B)                                is incorporated or established, and carries on its principal business in, the European Union, the United States, or such other jurisdiction in which an existing member of the Group operates, and not in any jurisdiction that is on a restricted list for a Finance Party

(iii)                           Leverage (calculated on a proforma basis taking into account the acquisition) does not exceed 2.5:1

(iv)                          the Company has delivered to the Lender not later than 5 Business Days prior to the date it (or the relevant member of the Group) legally commits to make such acquisition (such date being the Acquisition Commitment Date), a certificate signed by two directors of the Company:

(A)                                giving notice to the Agent of the proposed acquisition

(B)                                to which is attached forecasts (which have been prepared on the basis of recent historical information and reasonable assumptions, and which assume that the acquisition has occurred), demonstrating that the Company will remain in compliance with its obligations under clause 25 (Financial covenants) for a period of not less than 12 Months from the closing date for the acquisition and

(C)                                certifying that Leverage (calculated on a proforma basis taking into account the acquisition) does not exceed 2.5:1 and

(v)                             the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (the Total Purchase Price) does

23

not exceed in aggregate 25 per cent. of the consolidated net assets of the Group as at the Acquisition Commitment Date

(e)                                  an acquisition by the Company of its own shares (to be held in treasury)  or by any other member of the Group of shares in the Company, in each case in connection with any employee share ownership or share incentive plan or

(f)                                   an acquisition permitted by the Agent (acting on the instructions of the Majority Lenders (such consent not to be unreasonably withheld or delayed)) in writing

Permitted Cash Balance means $16,500,000 (or its equivalent in any currency)

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

(a)                                 of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity

(b)                                 of any asset by a member of the Group (Disposing Company) to another member of the Group (Acquiring Company), but if:

(i)                                     the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor and

(ii)                                  the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company

(c)                                  of assets in exchange for other assets comparable or superior as to type, value or quality

(d)                                 of assets to a Permitted Joint Venture

(e)                                  of obsolete or redundant Real Property, vehicles, plant and equipment for cash

(f)                                   of Cash Equivalent Investments for cash or in immediate exchange for other Cash Equivalent Investments

(g)                                  constituted by a licence of intellectual property rights permitted by clause 26.24 (Intellectual Property)

(h)                                 arising as a result of any Permitted Security

(i)                                     of cash by way of a Permitted Loan

(j)                                    of cash in order to complete a Permitted Acquisition

(k)                                 of assets for cash where the higher of the market value or the net consideration receivable in respect of such asset (when aggregated with the higher of the market value or the net consideration receivable for any other sale, lease, licence, transfer or other disposal of an asset not allowed under the preceding paragraphs) does not exceed $25,000,000 (or its equivalent) in aggregate

(l)                                     that is a Permitted Transaction

24

(m)                             of shares in the Company by the Company or any other member of the Group in connection with any employee share ownership or share incentive plan or

(n)                                 of cash in order to fund the acquisition of shares in the Company in connection with any employee share ownership or share incentive plan

Permitted Distribution means:

(a)                                 the payment of a dividend to any member of the Group by any of that member of the Group’s Subsidiaries

(b)                                 the payment of a dividend by the Company provided:

(i)                                     no Default has occurred and is continuing or would result from such payment

(ii)                                  Leverage (as shown in latest Compliance Certificate) does not exceed 2.5:1 and

(iii)                               at the time the proposed dividend is made the forecasted Leverage for the next 12 months (assuming payment of any proposed dividends during that period) does not exceed 2.5:1

(c)                               the redemption of up to £50,000 B preference shares at par value (plus any accrued dividend) issued by the Company to ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ or

(d)                              the payment of any other dividend agreed between the Company and the Agent (acting on the instructions of the Majority Lenders)

Permitted Financial Indebtedness means Financial Indebtedness:

(a)                                 arising under any of the Finance Documents, the Note Documents, in each case as in force on the date of this Agreement and amended from time to time in compliance with this Agreement

(b)                                 arising under a Permitted Loan, a Permitted Guarantee or as permitted by clause 26.28 (Treasury transactions)

(c)                                  arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade or in respect of Loans made in Optional Currencies, but not a foreign exchange transaction for investment or speculative purposes

(d)                                 under finance or capital leases of vehicles, plant, equipment or computers, provided that the aggregate capital value of all such items so leased under outstanding leases by members of the Group does not exceed $16,500,000 (or its equivalent in other currencies) at any time

(e)                                  of a company that becomes a member of the Group as a result of a Permitted Acquisition provided that the Financial Indebtedness is repaid in full within 45 days of that company becoming a member of the Group

(f)                                   arising under any Bilateral Facility

25

(g)                                  Not Used

(h)                                 performance bonds issued in the ordinary course of trading in respect of non-financial obligations

(i)                                     any Financial Indebtedness (existing as at the date of this Agreement) pursuant to the ABL Facility and/or the Existing Note Documents so long as the Financial Indebtedness is irrevocably discharged no later than the Closing Date

(j)                                    permitted by the Agent (acting on the instructions of the Majority Lenders) in writing and

(k)                                 such other Financial Indebtedness not permitted by the preceding paragraphs, provided that the outstanding principal amount of all Financial Indebtedness of the Group (including the Financial Indebtedness permitted pursuant to paragraphs (a) to (j) above (other than the Financial Indebtedness permitted under limbs (c), (f) or (g) of Permitted Loan)) does not exceed $300,000,000 (or its equivalent) in aggregate for the Group at any time

Permitted Guarantee means:

(a)                                 the endorsement of negotiable instruments in the ordinary course of trade

(b)                                 any guarantee to a property landlord of which a member of the Group is a tenant

(c)                                  any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade

(d)                                 any guarantee or indemnity arising under any Transaction Document

(e)                                  any indemnity given by a member of the Group for its liabilities in the ordinary course of trade

(f)                                   a guarantee in respect of Financial Indebtedness permitted under limb (h) of the definition of Permitted Financial Indebtedness

(g)                                  a guarantee of Financial Indebtedness as part of a Permitted Joint Venture

(h)                                 a guarantee in respect of obligations of an Obligor or a guarantee by a non-Obligor in respect of the obligations of another member of the Group made in the ordinary course of business

(i)                                     any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c) of the definition of Permitted Security

(j)                                    any guarantee or indemnity given by a member of the Group in respect of any obligations of an employee or officer of a member of the Group, which obligations shall not exceed $165,000 (or its equivalent) in aggregate for all such obligations supported by such guarantee or indemnity pursuant to this clause (j) outstanding at any time

(k)                                 any guarantee (existing as at the date of this Agreement) given in respect of the Financial Indebtedness in relation to the ABL Facility or the Existing Note Documents

26

so long as such guarantees are irrevocably released, removed or discharged no later than the Closing Date or

(j)          any guarantee arising under the Shelf Facility

Permitted Joint Venture means any investment by any member of the Group:

(a)                                 where the joint venture interest is held through an entity incorporated or formed with limited liability and

(i)                                 the joint venture entity is incorporated or established, and carries on its principal business in a jurisdiction in which an existing member of the Group operates and not in any jurisdiction that is on a restricted list for a Finance Party

(ii)                              as at the date of the joint venture investment by the relevant member of the Group:

(A)                                   Leverage (as shown in the latest Compliance Certificate) does not exceed 2.5:1 and

(B)                                   the Company has delivered to the Lender not later than 5 Business Days prior to the relevant member of the Group legally committing to make such joint venture investment, a certificate signed by two directors of the Company:

1)                                     giving notice to the Agent of the proposed joint venture investment and

2)                                     to which is attached forecasts (which have been prepared on the basis of recent historical information and reasonable assumptions, and which assume that the joint venture investment has occurred), demonstrating that the Company will remain in compliance with its obligations under clause 25 (Financial covenants) for a period of not less than 12 Months from the date of the joint venture investment

(iii)                               the joint venture investment is made on arm’s length terms

(iv)                              that entity carries on or owns the same, a similar, complementary or related business to that carried on by the Group and

(v)                                 the aggregate (without double counting) of:

(A)                               all outstanding amounts lent, advances, contributed to or for equity in, or otherwise invested in, such entity by members of the Group and

(B)                               the market value (at the date of transfer or contribution) of all assets transferred or contributed to such entity by members of the Group to the extent exceeding the value of the consideration for such transfers or contributions and

27

(C)                               all outstanding Financial Indebtedness incurred (whether by way of guarantee or otherwise) in relation to such entity by members of the Group

shall not after the date of this Agreement, when taken together with any contingent liability of the Permitted Joint Venture, exceed $25,000,000 (or its equivalent) or

(b)                              permitted by the Agent acting on the instruction of the Majority Lenders (such consent not to be unreasonably withheld or delayed) in writing

Permitted Loan means:

(a)                                 any trade credit extended by any member of the Group to its customers on normal commercial terms and 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

(c)                                  any loan made to a Permitted Joint Venture

(d)                                 any loan or advance made to employees of any member of the Group which loans and advances shall not exceed $3,300,000 in aggregate for all loans to employees (or its equivalent) outstanding at any time

(e)                                  any loan, advance or other financial facility in an aggregate amount not to exceed $2,000,000 in any calendar year made available to the trustee of the ESOP, the trustee or administrator (or any similar third party) of any other employee share ownership or share incentive plan or similar scheme or to an employee whether for the purpose of acquiring ordinary, preference or deferred shares or American depositary receipts or shares in the Company or any member of the Group, provided that such loan, advance or other financial facility may not exceed $10,000,000 at any one time outstanding

(f)                                   a loan made by an Obligor to another Obligor or made by a member of the Group which is not an Obligor to another member of the Group

(g)                                  any loan made by an Obligor to a member of the Group which is not an Obligor so long as:

(i)                                     the aggregate amount of the Financial Indebtedness under any such loans does not exceed $25,000,000 (or its equivalent) at any time or

(ii)                                  such loan is funded by the issue of shares pursuant to limb (a) of the definition of Permitted Share Issue or

(h)                                 any loan (other than a loan that would fall within one of the limbs set out above) so long as the aggregate amount of Financial Indebtedness under any such loan does not exceed $825,000 (or its equivalent) at any time

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Permitted Note Increase means any increase in the principal amount of the Notes or the fees or commission relating to the Notes provided that:

(i)                                     any such new Financial Indebtedness created by such increase would constitute Permitted Financial Indebtedness or

(ii)                                  the increase in fees or commission is in consideration for the amendment or waiver of, or the giving of a consent under, any term of a Note Document

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 but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors

(c)                                  any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction 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

(d)                                 any Security or Quasi-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

(e)                                  any Quasi-Security arising as a result of a disposal which is a Permitted Disposal

(f)                                   any Security or Quasi-Security arising as a consequence of any finance or capital lease permitted pursuant to paragraph (d) of the definition of “Permitted Financial Indebtedness”

(g)                                  not used or

(h)                                 any Security or Quasi-Security (existing as at the date of this Agreement) over the assets of the Group pursuant to the ABL Facility so long as the Security or Quasi-Security is irrevocably released, removed or discharged no later than the Closing Date

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Permitted Share Issue means an issue of:

(a)                                 ordinary shares by the Company, paid for in full in cash upon issue and which by their terms are not redeemable and where such issue does not lead to a Change of Control of the Company

(b)                                 any shares issued in connection with the ESOP or any other employee share ownership or share incentive plan or similar scheme, where such issue does not lead to a Change of Control and

(c)                                  shares by a member of the Group (other than the Company) which is a Subsidiary to any Holding Company or, in the case of any Subsidiary which is Joint Venture, to the shareholder(s) of such Joint Venture provided that any investment in a Joint Venture by a member of the Group by way of subscription for shares is permitted under the definition of Permitted Joint Venture

Permitted Transaction means:

(a)                                 any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents

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

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

Qualifying Lender has the meaning given to that term in clause 17 (Tax gross up and indemnities)

Quarter Date means the last day of a Financial Quarter

Quarterly Financial Statements means the financial statements for each Financial Quarter delivered pursuant to clause 24.1 (Financial statements)

Quasi-Security has the meaning given to that term in clause 26.12 (Negative pledge)

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

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

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

(c)                                  for any other currency, 2 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 1 day, the Quotation Day will be the last of those days)

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Real Property means:

(a)                                 any freehold, leasehold, commonhold or immovable property and

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

Receiving Agent means The Bank of New York

Regulation T, Regulation U or Regulation X means Regulation T, U or, as the case may be, X of the Board of Governors of the Federal Reserve System of the US (or any successor) as from time to time in effect and all official rulings and interpretations thereunder or thereof

Related Fund in relation to a fund (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 adviser is an Affiliate of the investment manager or investment adviser of the first fund

Relevant Interbank Market means:

(a)                                 in relation to euro, the European interbank market and

(b)                                 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 25 (Financial covenants)

Repayment Date means any repayment date which is set out in an Uncommitted Accordion Facility Commitment Notice in respect of an amortising Uncommitted Accordion Term Facility

Repayment Instalment means any repayment instalment which is set out in an Uncommitted Accordion Facility Commitment Notice in respect of an amortising Uncommitted Accordion Term Facility

Repeating Representations means each of the representations set out in clause 23.2 (Status) to clause 23.7 (Governing law and enforcement) (inclusive), clause 23.11 (No default), clause 23.12(g) (No misleading information), clause 23.13 (f), (g) and (h) (Original Financial Statements), clause 23.20 (Good title to assets) to clause 23.21 (Legal and beneficial ownership) (inclusive), clause 23.27 (Centre of main interests and establishments) and clause 23.32 (Sanctions)

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

Resignation Letter means a letter substantially in the form set out in schedule 8 (Form of Resignation Letter)

Restatement Date means 30 November 2012

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Revolving Facility means the revolving credit facility made available under this Agreement as described in clause 2.1(a) (Facilities)

Revolving Facility Commitment means:

(a)                                 in relation to an Original Lender, the amount in the Base Currency set opposite its name in part 3 (Original Lenders) of schedule 1 and the amount of any other commitment transferred to it under this Agreement or assumed by it in accordance with clause 2.2 (Increase) and

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

to the extent:

(i)                                     not cancelled, reduced or transferred by it under this Agreement; and

(ii)                                  not deemed to be zero pursuant to clause 29 (Restriction on Debt Purchase Transactions entered into by Sponsor Affiliates)

Revolving Facility Loan means a loan made or to be made under the Revolving Facility or the principal amount outstanding for the time being of that loan

Rollover Loan means one or more Loans:

(a)                                 in the case of a Revolving Facility Loan:

(i)                                     made or to be made on the same day that a maturing Revolving Facility Loan is due to be repaid

(ii)                                  the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan

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

(iv)                              made or to be made to the same Borrower for the purpose of refinancing that maturing Revolving Facility Loan

(b)                                 in the case of an Uncommitted Accordion Revolving Facility Loan:

(i)                                     made or to be made on the same day that a maturing Uncommitted Accordion Revolving Facility Loan is due to be repaid

(ii)                                  the aggregate amount of which is equal to or less than the amount of the maturing Uncommitted Accordion Revolving Facility Loan

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

(iv)                              made or to be made to the same Borrower for the purpose of refinancing that maturing Uncommitted Accordion Revolving Facility Loan

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Screen Rate means:

(a)                                 in relation to LIBOR the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person that takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) and

(b)                                 in relation to EURIBOR, the euro interbank offered rate administered by the Banking Federation of the European Union (or any other person that takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate)

or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters.  If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company

Second Amendment and Restatement Agreement means the amendment and restatement agreement made between the Parties and dated on or around the Second Restatement Date

Second Restatement Date means       March 2014

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

Selection Notice means a notice substantially in the form set out in part 2 (Selection notice) of schedule 3

Share Option Documents means each deed of agreement granting options pursuant to parts A and B of the ESOP

Shelf Facility means any private shelf facility/bilateral facility to be entered into between any member of the Group as issuer, Prudential Investment Management, Inc. (“Pricoa”) and each Affiliate, managed account, investment fund or other vehicle for which Pricoa or any of its Affiliates acts as investment advisor or portfolio manager and that becomes party to that private shelf facility/bilateral facility from time to time as a purchaser

Specified Time means a time determined in accordance with schedule 10 (Timetables)

Sponsor Affiliate means Sponsor Management Company (Xco), each of its Affiliates, any trust of which XCo or any of its Affiliates is a trustee, any partnership of which XCo or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, XCo or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by XCo or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate

Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the CA2006

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

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

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

Termination Date means 30 April 2019

Third Parties Act means the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇

Third Party Disposal means the disposal of an Obligor to a person which is not a member of the Group where that disposal is permitted under clause 26.13 (Disposals) or made with the approval of the Majority Lenders (and the Company has confirmed this is the case)

Total Commitments means the aggregate of the Total Revolving Facility Commitments and the Total Uncommitted Accordion Facility Commitments

Total Revolving Facility Commitments means the aggregate of the Revolving Facility Commitments being $150,000,000 as at the Second Restatement Date

Total Uncommitted Accordion Facility Commitments means the aggregate of the Uncommitted Accordion Facility Commitments

Total Uncommitted Accordion Revolving Facility Commitments means the aggregate of the Uncommitted Accordion Revolving Facility Commitments

Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group

Transaction Costs means all fees, costs and expenses incurred by the Obligors in connection with the Transaction Documents as set out in the Funds Flow Statement

Transaction Documents means the Finance Documents, the Note Documents, the Articles and any other document designated as a Transaction Document by the Agent and the Company

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

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

(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

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Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price

Uncommitted Accordion Facility means any term loan or revolving credit facility made available under this Agreement pursuant to clause 2.3 (Uncommitted Accordion Facility Commitments)

Uncommitted Accordion Facility Commitment means an Uncommitted Accordion Term Facility Commitment or an Uncommitted Accordion Revolving Facility Commitment

Uncommitted Accordion Facility Commitment Cancellation Notice means a notice delivered by the Company to the Agent and which cancels all or part of an undrawn Uncommitted Accordion Facility Commitment

Uncommitted Accordion Facility Commitment Fee Letter means each fee letter in respect of the Uncommitted Accordion Facility Commitment entered into between the Company and the Lenders or other bank or financial institutions which commit Uncommitted Accordion Facility Commitments.

Uncommitted Accordion Facility Commitment Notice means a notice substantially in the form set out in Schedule 13 (Uncommitted Accordion Facility Commitment Notice) delivered by the Company to the Agent in accordance with clause 2.3 (Uncommitted Accordion Facility Commitments)

Uncommitted Accordion Facility Documents means any Uncommitted Accordion Facility Commitment Fee Letter, any Uncommitted Accordion Facility Commitment Cancellation Notice, any Uncommitted Accordion Facility Commitment Notice and any other document designated as an “Uncommitted Accordion Facility Document” by the Agent and the Company

Uncommitted Accordion Facility Loan means a loan made or to be made under an Uncommitted Accordion Facility or the principal amount outstanding for the time being of that loan

Uncommitted Accordion Facility Maximum Amount means in aggregate $50,000,000 (or its equivalent in other currencies).

Uncommitted Accordion Revolving Facility Commitment means:

(a)                                 in relation to an entity identified as a Lender in an Uncommitted Accordion Facility Commitment Notice, the amount in the Base Currency set out opposite its name under the heading “Uncommitted Accordion Revolving Facility Commitment” in such Uncommitted Accordion Facility Commitment Notice and the amount of any other Uncommitted Accordion Revolving Facility Commitment transferred to it under this Agreement;

(b)                                 in relation to any other Lender, the amount in the Base Currency of any Uncommitted Accordion Revolving Facility Commitment transferred to it under this Agreement,

to the extent:

(i)                                     not cancelled, reduced or transferred by it under this Agreement; and

(ii)                                  not deemed to be zero pursuant to Clause 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)

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Uncommitted Accordion Revolving Facility means an Uncommitted Accordion Facility that is a revolving credit facility

Uncommitted Accordion Revolving Facility Loan means a revolving loan made or to be made under an Uncommitted Accordion Revolving Facility or the principal amount outstanding for the time being of that loan

Uncommitted Accordion Term Facility means an Uncommitted Accordion Facility that is a term loan facility

Uncommitted Accordion Term Facility Commitment means:

(a)                                 in relation to an entity identified as a Lender in an Uncommitted Accordion Facility Commitment Notice, the amount in the Base Currency set out opposite its name under the heading “Uncommitted Accordion Term Facility Commitment” in such Uncommitted Accordion Facility Commitment Notice and the amount of any other Uncommitted Accordion Term Facility Commitment transferred to it under this Agreement;

(b)                                 in relation to any other Lender, the amount in the Base Currency of any Uncommitted Accordion Term Facility Commitment transferred to it under this Agreement,

to the extent:

(i)                                     not cancelled, reduced or transferred by it under this Agreement; and

(ii)                                  not deemed to be zero pursuant to Clause 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)

Uncommitted Accordion Term Facility Loan means a term loan made or to be made under an Uncommitted Accordion Term Facility or the principal amount outstanding for the time being of that loan

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

USA Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law ▇▇▇-▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ means the United States of America

US Bankruptcy Law means the United States Bankruptcy Code of 1978 or any other United States federal or state bankruptcy, insolvency or similar law

US Guarantor means a Guarantor incorporated or formed under the laws of, or of any state (including the District of Columbia) of, the US

US Obligor means an Obligor incorporated or formed under the laws of, or of any state (including the District of Columbia) of, the US

Utilisation means a Loan

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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 (Utilisation Request) of schedule 3 (Requests and Notices)

VAT means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and any other tax of a similar nature

Withdrawal Request means a notice in substantially the form set out in part 3 (Withdrawal Request) of schedule 3 (Requests and Notices)

1.2                               Interpretation

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

(i)                                     the Agent, the Arrangers, any Finance Party, any Lender, any Obligor, any Party, any Ancillary Lender, any Hedge Counterparty, any Bilateral Lender or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Agent any person for the time being appointed as Agent (as the case may be) in accordance with the Finance Documents;

(ii)                                  a document in agreed form is a document which is previously agreed in writing by or on behalf of the Agent and the Company 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 (including any right to receive such revenues);

(iv)                              a Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented or restated (however fundamentally) or (in the case of an Ancillary Document or a Bilateral Document) replaced;

(v)                                 guarantee means (other than in clause 22 (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 person, 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) or any other entity or body of any description;

37

(viii)                        a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, then being a type with which persons to which it applies customarily comply) 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 a provision, of any treaty, legislation, regulation, decree, order or by-law and any secondary legislation enacted under a power given by that provision, as amended, applied or re-enacted or replaced (whether with or without modification) whether before or after the date of this Agreement;

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

(xi)                              sterling and £ shall be construed as a reference to the lawful currency of the United Kingdom;

(xii)                           euro and € shall be construed as a reference to the single currency of Participating Member States;

(xiii)                        US Dollar and $ shall be construed as a reference to the lawful currency of the United States; and

(b)                                 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.

(d)                                 Any word importing the singular shall include the plural and vice versa.

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

(i)                                     the account is with the Ancillary Lender; and

(ii)                                  until no amount is or may be outstanding under 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 the Ancillary Facility.

(f)                                   A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived, in both cases, to the satisfaction of the Agent acting on the instructions of the Majority Lenders.

(g)                                  A Borrower repaying or prepaying the Ancillary Outstandings means:

(i)                                     that Borrower providing cash cover for the Ancillary Outstandings;

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

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

and the amount by which the Ancillary Outstandings are, repaid or prepaid under clauses 1.2(g)(i) and 1.2(g)(ii) is the amount of the relevant cash cover or reduction.

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

(i)                                     Any certificate provided by a director of an Obligor pursuant to the terms of a Finance Document shall be given without incurring any personal liability.

(j)                                    A reference to “the date of this Agreement” is a reference to 13 May 2011.

(k)                                 A reference to an amount in a currency other than the Base Currency shall be converted to the Base Currency at the Agent’s Spot Rate of Exchange unless another conversion rate is expressly stated.

1.3                               Third party rights

(a)                                 Unless expressly provided to the contrary in this Agreement a person (other than a Bilateral Lender or a Hedge Counterparty) who is not a Party has no right under the Third Parties Act to enforce or enjoy the benefit of any term of this Agreement.

(b)                                 Unless expressly provided to the contrary in any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement or any other Finance Document entered into under or in connection with it.

2                                         The Facilities

2.1                               The Facilities

(a)                                 Subject to the terms of this Agreement, the Lenders make available a multicurrency revolving credit facility the Base Currency Amount of which is equal to the Total Revolving Facility Commitments.

(b)                                 The Uncommitted Accordion Facility will be available to all Borrowers..

(c)                                  The Revolving Facility will be available to all the Borrowers.

(d)                                 Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any of the Borrowers under the Revolving Facility in place of all or part of its Revolving Facility Commitment.

(e)                                  Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any of the Borrowers under an Uncommitted Accordion Revolving Facility in place of all or part of its Uncommitted Accordion Revolving Facility Commitment.

(f)                                   Subject to the terms of this Agreement and the Bilateral Documents, a Bilateral Lender may make available a Bilateral Facility to any of the Borrowers.

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2.2                               Increase

(a)                                 The Company may by giving prior notice to the Agent after the effective date of a cancellation of:

(i)                                     the Available Commitments of a Defaulting Lender in accordance with clause 10.7 (Right of cancellation in relation to a Defaulting Lender); or

(ii)                                  the Commitments of a Lender in accordance with clause  10.1 (Illegality),

request that the Total Commitments under the relevant Facilities be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(iii)                               the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Company (each of which shall not be a Sponsor Affiliate or a member of the Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

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

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

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

(vii)                           any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in clause 2.2(b) below are satisfied.

(b)                                 An increase in the Total Commitments will only be effective on:

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

(ii)                                  in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase

the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that

40

Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender.

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

(d)                                 The Company shall, on the date upon which the increase takes effect, promptly on demand pay the Agent the amount of all costs and expenses (including legal fees subject to any cap agreed in advance between the Company and the Agent) reasonably incurred.

(e)                                  The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(f)                                   Clause 28.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 2.2 in relation to an Increase Lender as if references in that clause to:

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

(ii)                                  the New Lender were references to that Increase Lender; and

(iii)                               a re-transfer and re-assignment were references to respectively a transfer and assignment.

2.3                        Uncommitted Accordion Facility Commitments

(a)                                 The Company may confirm that one or more Lenders or any other entity referred to in paragraph (b) below has agreed to commit Uncommitted Accordion Facility Commitments by delivering to the Agent an Uncommitted Accordion Facility Commitment Notice duly signed by those parties that have agreed to participate in the relevant Uncommitted Accordion Facility.

(b)                                 The Company shall offer the Original Lenders the first right to provide any Uncommitted Accordion Facility, provided that:

(i)                                     subject to paragraph (ii) below:

(A)                               if no Original Lender agrees to arrange and underwrite such Facility on terms satisfactory to the Company within any time limit specified by the Company in such offer to all of the Original Lenders (being not less than 15 Business Days) and subject to compliance with the terms of this clause 2.3, any other bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets provided it is not a member, nominee or Affiliate of the Group (Third Party Lender) may provide such Facility; or

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(B)                               subject to paragraph (C) below, if one or more Original Lenders agree to arrange and underwrite such Facility (the amount of such Facility which an Original Lender agrees to arrange and underwrite being such Original Lender’s Original Offer Amount) on terms satisfactory to the Company within any time limit specified by the Company in such offer to all of the Original Lenders (being not less than 15 Business Days) and subject to compliance with the terms of this clause 2.3, that Facility shall be allocated in equal amounts(i) to each such Original Lender

(C)                               if an Original Lender does not agree to arrange and underwrite such Facility on terms satisfactory to the Company within any time limit specified by the Company in such offer to all of the Original Lenders (being not less than 15 Business Days) or, in the case of paragraph (B) above, provide the full amount of their equal share in such Facility (in each case the relevant remaining amount being the Original Lender Shortfall) and subject to compliance with the terms of this clause 2.3, the Original Lenders who have agreed to provide the full amount of their share in such Facility shall provide, subject to paragraphs (E) and (F) below, in equal amounts, the full amount of such Original Lender Shortfall, provided that where such Original Offer Amounts are in aggregate less than the amount of such Facility requested by the Company under this clause 2.3, any Third Party Lender may provide all or part of the remaining amount of the Original Lender Shortfall;

(D)                               the Company shall only offer such Facility to a Third Party Lender on the same or no more favourable terms as it has offered to the Original Lenders pursuant to clause 2.3(b). For avoidance of doubt this paragraph (D) will apply at any time the Company offers a Facility to a Third Party Lender under this clause 2.3;

(E)                                for avoidance of doubt, under this clause 2.3 no Lender will have to provide more than their Original Offer Amount;

(F)                                 if the provisions of paragraph (C) would result in a shortfall to the Original Lender Shortfall, any Lenders whose Original Offer Amount is not yet reached can provide the remainder of the Original Lender Shortfall,  in equal amounts if there is more than one such Lender (with such process to be repeated until all such Original Offer Amounts have been reached).

(ii)                                  to the extent that an Original Lender has assigned or transferred any of its Revolving Facility Commitments under this Agreement to a New Lender (as defined in clause 28.1 (Assignments and transfers by the Lenders)), any such New Lender shall be treated as an Original Lender for the purposes of paragraph (i) above, provided that if such Revolving Facility Commitments

(i)                                     As at the Second Amendment Date, the initial equal share of each Original Lender will constitute 20 per cent. of the amount of the Uncommitted Accordion Facility being offered by the Company assuming that all of the Original Lenders agree to provide the Facility in the amount equal to or greater than 20 per cent. of the Uncommitted Accordion Facility.

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have been assigned or transferred to one or more New Lenders, all such New Lenders (and including the relevant Original Lender if it still holds any Revolving Facility Commitments) shall be taken together and treated as one Original Lender for the purposes of paragraph (i) and the one equal share of any Uncommitted Accordion Facility which is offered to each Original Lender in accordance with paragraph (i) shall be offered to such New Lenders (and, if relevant, the Original Lender) as if they were one Original Lender and, as between themselves only, pro rata to their share of the relevant Revolving Facility Commitments.

(c)                                  Each Uncommitted Accordion Facility Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it specifies:

(i)                                     the date on which the Uncommitted Accordion Facility Commitments are to become effective and the applicable Availability Period;

(ii)                                  the amount of the Uncommitted Accordion Facility Commitments, which shall be not less than $10,000,000 (or its equivalent in other currencies);

(iii)                               the final repayment date for the Loans to be made under the Uncommitted Accordion Facility;

(iv)                              the purpose for which any amounts drawn under the Uncommitted Accordion Facility may be used;

(v)                                 the name(s) of the Borrower(s) under the Uncommitted Accordion Facility;

(vi)                              the amount of the Uncommitted Accordion Facility Commitment allocated to each entity named in the Uncommitted Accordion Facility Commitment Notice as a Lender;

(vii)                           the Margin (and any applicable Margin adjustment mechanism) applicable to each Loan to be made available under the Uncommitted Accordion Facility;

(viii)                        any provisions agreed between the Company and the entities providing the Uncommitted Accordion Facility Commitments relating to fees (including any arrangement fee) and conditionality; and

(ix)

(A)                               if to be utilised for the purpose of a Permitted Acquisition, attached to the notice are:

1)                                     forecasts (which have been prepared on the basis of recent historical information and reasonable assumptions, and which assume that the acquisition has occurred), demonstrating that the Company will remain in compliance with its obligations under clause 25 (Financial covenants) for a period of not less than 12 Months from the closing date of the acquisition; and

2)                                     board papers in respect of the acquisition; or

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(B)                               if to be utilised for other purposes, forecasts (which have been prepared on the basis of recent historical information and reasonable assumptions), demonstrating that the Company will remain in compliance with its obligations under clause 25 (Financial covenants) for a period of not less than 12 Months from the date of the Uncommitted Accordion Facility Commitment Notice.

(d)                                 The Uncommitted Accordion Facility Commitment Notice shall only be valid if:

(i)                                     it states the amount of the commitment fee, if any;

(ii)                                  it states the amount of the arrangement fee if any;

(iii)                               subject to clause 12.5, the aggregate of all Uncommitted Accordion Facility Commitments (including those specified in the relevant Uncommitted Accordion Facility Commitment Notice), whether utilised or unutilised is less than or equal to the Uncommitted Accordion Facility Maximum Amount;

(iv)                              it states the currency of the Uncommitted Accordion Facility Commitments (which must be the Base Currency or an Optional Currency);

(v)                                 there is no Event of Default which is continuing or which would be caused by a Utilisation of the Uncommitted Accordion Facility; and

(vi)                              if an Uncommitted Accordion Revolving Facility Commitment is to be provided by a Third Party Lender, details of any limits on the aggregate Ancillary Commitments for that Third Party Lender.

(e)                                  Each Uncommitted Accordion Facility Commitment Notice shall be signed by the Company and the Borrower and countersigned by each entity to which Uncommitted Accordion Facility Commitments are allocated. Any entity to which Uncommitted Accordion Facility Commitments are allocated shall comply with the provisions of Clause 28 (Changes to the Lenders) to the extent applicable. By countersigning the Uncommitted Accordion Facility Commitment Notice each such entity agrees to commit the Uncommitted Accordion Facility Commitments set out against its name and in the case of an entity which is not already a Lender, to become a Lender and party to this Agreement.

(f)                                   Upon receipt of a duly completed Uncommitted Accordion Facility Commitment Notice, the Agent shall acknowledge receipt of such notice and, if appropriate (and subject to paragraph (j) below), the accession of the relevant Lenders to this Agreement and the Agent shall inform all the Lenders of such receipt. The Agent is authorised to disclose details in the Uncommitted Accordion Facility Commitment Notice and in relation to any Uncommitted Accordion Facility to the Lenders on request.  The Agent shall only be obliged to sign an Uncommitted Accordion Facility Commitment Notice upon its satisfactory completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the accession of any entity as a Lender.

(g)                                  The Agent shall notify the Company and the Lenders of the proposed changed amounts of the Uncommitted Accordion Facility Commitments promptly after receipt of each Uncommitted Accordion Facility Commitment Notice and each Uncommitted Accordion Facility Commitment Cancellation Notice.

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(h)                                 The terms and conditions relating to each Uncommitted Accordion Facility will be set out in a separate Uncommitted Accordion Facility Commitment Notice entered into by the Company and the relevant Lenders or other entities providing the relevant Uncommitted Accordion Facility Commitments.

(i)                                     If the other provisions of this Clause 2.3 are met, each Party:

(i)                                     agrees that Uncommitted Accordion Facility Commitments may be made available to the Borrowers; and

(ii)                                  authorises and instructs the Agent to sign an Uncommitted Accordion Facility Commitment Notice to record the Uncommitted Accordion Facility Commitments as set out in the relevant Uncommitted Accordion Facility Commitment Notice and accordingly the establishment of (or the increase in Uncommitted Accordion Facility Commitments in respect of) the Uncommitted Accordion Facility.

(j)                                    Upon the relevant Uncommitted Accordion Facility Commitment Notice being signed by the Agent, the Company and the relevant Lenders, the relevant Uncommitted Accordion Facility and corresponding Uncommitted Accordion Facility Commitments will be established for the purpose of this Agreement and the other Finance Documents (and, in the case of any Uncommitted Accordion Facility Lender (as defined in Clause 28.11 (Uncommitted Accordion Facility)), the accession of that Uncommitted Accordion Facility Lender hereunder shall become effective).

(k)                                 Each Obligor confirms:

(i)                                     the authority of the Company to agree and implement the establishment of Uncommitted Accordion Facility Commitments and the Uncommitted Accordion Facility in accordance with the procedures and up to the amounts permitted by this Agreement (as amended or modified from time to time); and

(ii)                                  that all its guarantee and indemnity obligations recorded in Clause 22 (Guarantee and indemnity) and/or in any Accession Deed or other Finance Document will continue in full force and effect, is, subject to the Legal Reservations, a valid and binding obligation of such Obligor and is, subject to the Legal Reservations, enforceable in accordance with its terms, that as at the date of the Uncommitted Accordion Facility Commitment Notice, no defenses, offsets, claims or counterclaims exist in respect of the guarantee given by it which affect the guarantee in any material respect and it will extend to include the Uncommitted Accordion Facility Loans and other obligations arising under the Uncommitted Accordion Facility subject to any limits as specifically recorded in Clause 22 (Guarantee and indemnity), the relevant Accession Deed or elsewhere in the Finance Documents;

(iii)                               that utilising the Uncommitted Accordion Facility Commitment in full would not breach any borrowing limit binding on any Obligor;

(iv)                              that utilising the Uncommitted Accordion Facility Commitment would not cause any guarantee limit applicable to any Obligor to be breached; and

(v)                                 each Party agrees that it shall within 10 Business Days of a request to do so it will sign any amendment agreement required in respect of this Agreement

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in order to document any purely administrative amendment required solely to record the amount of or any terms of any Uncommitted Accordion Facility Commitments made available in accordance with this clause 2.3.

2.4                               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.

2.5                               Obligors’ agent

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

(i)                                     the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including Utilisation Requests), to execute on its behalf any Accession Deed to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)                                  each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

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

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

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3                                         Purpose

3.1                               Purpose

(a)                                 Not used.

(b)                                 Each Borrower shall apply all amounts borrowed by it under the Facilities and any utilisation of any Ancillary Facility towards the general corporate and working capital purposes of the Obligors (including, for the avoidance of doubt, funding any Permitted Acquisition and any costs and expenses incurred in connection with such Permitted Acquisition) and refinancing any utilisations under the Obligor’s existing asset based lending facilities or (other than in the case of any utilisation of any Ancillary Facility) towards repayment or prepayment of any Loan.

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

(a)                                 The Company shall provide the Agent all the documents and other evidence in part 1 (Conditions precedent to signing the Agreement) of schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent on or before the date of this Agreement.

(b)                                 The Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) in relation to any Loan if on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in part 2 (Conditions precedent to be satisfied before initial Utilisation) of schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent.

(c)                                  The Agent shall, in each case, notify the Company and the Lenders promptly upon being so satisfied.

4.2                               Further conditions precedent

Subject to clause 4.1 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)                                 in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(b)                                 in relation to any Loan on the Closing Date, all the representations and warranties in clause 23 (Representations) or, in relation to any other Loan, the Repeating Representations, to be made by each Obligor are true.

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4.3                               Conditions relating to Optional Currencies

(a)                                 A currency will constitute an Optional Currency in relation to a Loan if:

(i)                                     it is readily available in the amount and for the period required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan; and

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

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

(i)                                     whether or not  the Lenders have granted their approval; and

(ii)                                  if approval has been granted, the minimum amount for any subsequent Loan in that currency.

4.4                               Maximum number of Loans

(a)                                 A Borrower (or the Company on its behalf) may not deliver a Utilisation Request if as a result of the proposed Loan:

(i)                                     more than 10 Revolving Facility Loans would be outstanding; or

(ii)                                  more than 5 Uncommitted Accordion Facility Loans would be outstanding.

(b)                                 Not used.

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

4.5                               Not used.

5                                         Utilisation

5.1                               Delivery of a Utilisation Request

A Borrower (or the Company on its behalf) may request a Loan by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2                               Completion of a Utilisation Request

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

(i)                                     it identifies the Borrower and the Facility to be utilised;

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

(iii)                               the currency and amount of the Loan comply with clause 5.3; and

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(iv)                              the proposed Interest Period complies with clause 14 (Interest Periods).

(b)                                 Multiple Loans may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date.  Only 1 Loan may be requested in each subsequent Utilisation Request.

5.3                               Currency and amount

(a)                                 The currency specified in a Utilisation Request or an Uncommitted Accordion Facility Notice must be the Base Currency or an Optional Currency.

(b)                                 The amount of the proposed Loan must be:

(i)                                     in respect of an Uncommitted Accordion Term Facility, equal to or less than the Available Facility;

(ii)                                  in respect of the Revolving Facility or an Uncommitted Accordion Revolving Facility:

(A)                               if the currency selected is Sterling, a minimum of £1,500,000 (and a multiple of £500,000) or, if less, the Available Facility; or

(B)                               if the currency selected is Euro, a minimum of Euro 2,000,000 (and a multiple of Euro 500,000) or, if less, the Available Facility; or

(C)                               if the currency selected is the Base Currency, a minimum of $2,000,000 (and a multiple of $500,000) or, if less, the Available Facility; or

(D)                               if the currency selected is an Optional Currency other than Euro or Sterling, the minimum amount specified by the Agent pursuant to clause 4.3(b)(ii) (Conditions relating to Optional Currencies) or, if less, the Available Facility.

5.4                               Lenders’ participation

(a)                                 If the conditions set out in this Agreement have been met and subject to clause 9.2 (Repayment of Revolving Facility Loans) and clause 9.3 (Repayment of Uncommitted Accordion Facility Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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

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

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5.5                               Limitations on Loans

(a)                                 Not used.

(b)                                 The maximum aggregate amount of the Ancillary Commitments of all the Historic Lenders shall not at any time exceed $28,050,000 (or its equivalent in any currency).

(c)                                  The maximum aggregate amount of the Ancillary Commitments of all the Historic Lenders in respect of overdraft facilities and bilateral loan facilities shall not at any time exceed $16,500,000 (or its equivalent in any currency).

(d)                                 The maximum aggregate amount of the Ancillary Commitments of all the Historic Lenders in respect of letters of credit facility shall not at any time exceed $11,550,000 (or its equivalent in any currency).

(e)                                  The maximum aggregate amount of the Ancillary Commitments of all the Joining Lenders shall not at any time exceed $8,415,000 (or its equivalent in any currency).

(f)                                   The maximum aggregate amount of the Ancillary Commitments of all the Joining Lenders in respect of overdraft facilities and bilateral loan facilities shall not at any time exceed $4,950,000 (or its equivalent in any currency).

(g)                                  The maximum aggregate amount of the Ancillary Commitments of all the Joining Lenders in respect of letters of credit facility shall not at any time exceed $3,465,000 (or its equivalent in any currency).

5.6                               Cancellation of Commitment

(a)                                 The Uncommitted Accordion Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

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

6                                         Optional currencies

6.1                               Selection of currency

A Borrower (or the Company on its behalf) shall select the currency of a Loan in a Utilisation Request or an Uncommitted Accordion Facility Notice.

6.2                               Unavailability of a currency

If before the Specified Time on any Quotation Day a Lender notifies the Agent that:

(a)                                 the Optional Currency requested is not readily available to it in the amount and for the period required; or

(b)                                 compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the Company to that effect by the Specified Time on that day.  In this event, any Lender that gives notice pursuant to this clause 6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion

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of the Base Currency Amount, or in respect of a Rollover Loan in an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

6.3                               Agent’s calculations

Each Lender’s participation in a Loan will be determined in accordance with clause 5.4 (Limitations on Loans).

7                                         Ancillary Facilities

7.1                               Type of Facility

An Ancillary Facility may be by way of:

(a)                                 an overdraft facility;

(b)                                 a letter of credit facility; or

(c)                                  a bilateral loan facility.

7.2                               Availability

(a)                                 If the Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment or  unutilised Uncommitted Accordion Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and of clause 40.4 (Deemed consent)) 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 14 days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:

(i)                                     a notice in writing of the establishment of an Ancillary Facility and specifying:

(A)                               the proposed Borrower(s) (under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as applicable)) which may use the Ancillary Facility;

(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 Designated Gross Amount) and its maximum net amount (that amount being Designated Net Amount);

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

(G)                               whether the proposed Ancillary Commitment is to be provided under a Revolving Facility or an Uncommitted Accordion Revolving Facility.

(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 and whether it is established under a Revolving Facility or an Uncommitted Accordion Revolving Facility.

(d)

(i)                                     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.

(ii)                                  The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver.

(e)                                  Subject to compliance with clause 7.2(b):

(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 Company and the Ancillary Lender.

(f)                                   As at the Second Restatement Date, the only Ancillary Facilities provided are under the Revolving Facility.

7.3                               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 Company.

(b)                                 However, those terms:

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

(ii)                                  may allow only Borrowers (under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as applicable)) to use the Ancillary Facility;

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

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(iv)                              may not allow the Ancillary Commitment of a Lender to exceed the Available Commitment with respect to the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility of that Lender; and

(v)                                 must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid not later than the Termination Date (or such earlier date as the Revolving Facility Commitment or the relevant Uncommitted Accordion Revolving Facility Commitment of the relevant Ancillary Lender is reduced to zero).

(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 37.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility and (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.

7.4                               Repayment of Ancillary Facility

(a)                                 An Ancillary Facility shall cease to be available on the Termination Date in relation to the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) 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 Revolving Facility Commitment or its relevant Uncommitted Accordion Revolving Facility Commitment (as the case may be) shall be increased accordingly).

(c)                                  No Ancillary Lender may demand repayment or prepayment of any amounts under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:

(i)                                     the Total Revolving Facility Commitments or the relevant Total Uncommitted Accordion Revolving Facility Commitments (as the case may be) have been cancelled in full, or all outstanding Loans under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Loans under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) immediately due and payable in accordance with the terms of this Agreement, or the expiry date of the Ancillary Facility occurs;

(ii)                                  it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or

(iii)                               the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Loan or an Uncommitted Accordion Revolving Facility Loan (as the case may be) and the Ancillary Lender gives

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sufficient notice to enable a Loan of the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) to be made to refinance those Ancillary Outstandings in accordance with the terms of this Agreement.

Other than demanding repayment or prepayment, as the case may be, no Ancillary Lender may exercise any other right, remedy and/or power in connection with any amount or liability owed to it by any Borrower under any Ancillary Facility.

(d)                                 For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in clause 7.4(c)(iii) can be refinanced by a Revolving Loan or an Uncommitted Accordion Revolving Facility Loan (as the case may be):

(i)                                     the Revolving Facility Commitment or the relevant Uncommitted Accordion Revolving Facility Commitment (as the case may be) of that Lender will be increased by the amount of its Ancillary Commitment; and

(ii)                                  the Loan may (so long as clause 7.4(c)(i) does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether clause 4.4 (Maximum number of Loans) or clause 5.2(b) (Completion of a Utilisation Request) applies.

(e)                                  On the making of a Revolving Facility Loan or the relevant Uncommitted Accordion Revolving Facility Loan (as the case may be) to refinance Ancillary Outstandings:

(i)                                     each Lender will participate in that Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Revolving Facility Loans or the relevant Uncommitted Accordion Revolving Facility Loans (as the case may be) then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Loans or the relevant Uncommitted Accordion Revolving Facility Loans (as the case may be) then outstanding as its Commitment bears to the Total Revolving Facility Commitments or the Total Uncommitted Accordion Revolving Facility Commitments (as the case may be); and

(ii)                                  the relevant Ancillary Facility shall be cancelled.

(f)                                   In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority as netted for capital adequacy purposes.

7.5                               Ancillary Outstandings

Under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be), each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that:

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(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 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.

7.6                               Adjustment for Ancillary Facilities upon acceleration

In this clause 7.6:

For avoidance of doubt, all references to an Ancillary Facility are references to the Ancillary Facility provided under the relevant Facility only and Ancillary Facilities are not to be aggregated or adjusted across the Revolving Facility and any Uncommitted Accordion Revolving Facility.

Outstandings means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of (i) its participation in each Utilisation of the Revolving Facility or an Uncommitted Accordion Revolving Facility (as the case may be) then outstanding (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility) and (ii) if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary Lender (together with the aggregate amount of all accrued interest, fees and commission owed to it as an Ancillary Lender in respect of the Ancillary Facility) under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be).

Total Outstandings means the aggregate of all Outstandings.

(a)                                 If a notice is served under clause 27.20 (Acceleration) (other than a notice declaring Utilisations to be due on demand), each Lender and each Ancillary Lender shall promptly adjust by corresponding transfers (to the extent necessary) their claims in respect of amounts outstanding to them under the Revolving Facility and each Uncommitted Accordion Revolving Facility and each Ancillary Facility to ensure that after such transfers the Outstandings of each Lender under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) bear the same proportion to the Total Outstandings as such Lender’s Revolving Facility Commitment or the relevant Uncommitted Accordion Revolving Facility Commitment (as the case may be) bears to the Total Revolving Facility Commitments or the relevant Total Uncommitted Accordion Revolving Facility Commitments (as the case may be), each as at the date the notice is served under clause 27.20 (Acceleration).

(b)                                 If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Lender and Ancillary Lender will make a further adjustment by corresponding transfers (to the extent necessary), to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

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(c)                                  Prior to the application of the provisions of paragraph (a) of this clause 7.6, an Ancillary Lender that has provided an overdraft comprising more than one account under an Ancillary Facility shall set-off any liabilities owing to it under such overdraft facility against credit balances on any account comprised in such overdraft facility.

(d)                                 All calculations to be made pursuant to this clause 7.6 shall be made by the Agent based upon information provided to it by the Lenders and Ancillary Lenders.

7.7                               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.

7.8                               Revolving Facility and Uncommitted Accordion Revolving Facility Commitment amounts

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

8                                         Bilateral Facilities

8.1                               Type of Facility

A Bilateral Facility may be by way of:

(a)                                 a foreign exchange facility; or

(b)                                 any other facility or accommodation required in connection with the business of the Group (other than any facility or accommodation for the purpose of or having the effect of a term loan or a revolving credit facility) and which is agreed by the Company with a Bilateral Lender.

8.2                               Availability

(a)                                 If a Borrower and a Bilateral Lender agree and except as otherwise provided in this Agreement, that Bilateral Lender may provide a Bilateral Facility to that Borrower.

(b)                                 The aggregate amount of all Bilateral Facilities shall at no time exceed the relevant Bilateral Limit.

(c)                                  The Company shall promptly notify the Agent of the establishment of a Bilateral Facility.

(d)                                 No amendment or waiver of a term of a Bilateral Facility shall require the consent of any Finance Party other than the relevant Bilateral 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.

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(e)                                  The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Bilateral Facility which does not require the consent of any Finance Party, no later than 14 days prior to the date of such amendment or waiver.

8.3                               Information

Each Borrower shall, promptly upon request by the Agent, supply the Agent with any information relating to the terms or operation of a Bilateral Facility 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.

8.4                               Permitted Enforcement: Bilateral Lenders

(a)                                 For the purposes of this clause 8.4:

Bilateral Liabilities means the liabilities owed by a member of the Group to the Bilateral Lenders under the Bilateral Documents

Enforcement Action means

(i) in relation to the Bilateral Liabilities

(A)                               the acceleration of any Bilateral Liabilities or the making of any declaration that any Bilateral Liabilities are prematurely due and payable (other than as a result of it becoming unlawful for a Bilateral Lender to perform its obligations under, or of any voluntary or mandatory prepayment (or offer to prepay) arising under, the Bilateral Documents at any time when no Event of Default has occurred and is continuing)

(B)                               the making of any declaration that any Bilateral Liabilities are payable on demand

(C)                               the making of a demand in relation to a Bilateral Liability that is payable on demand

(D)                               the making of any demand against any member of the Group in relation to any guarantee of that member of the Group

(E)                                the exercise of any right to require any member of the Group to acquire any Bilateral Liability (including exercising any put or call option against any member of the Group for the redemption or purchase of any Bilateral Liability but excluding any mandatory offer to prepay arising under the Bilateral Documents in respect of any Disposal Proceeds or Insurance Proceeds) or

(F)                                 the suing for, commencing or joining of any legal or arbitration proceedings against any member of the Group to recover any Bilateral Liabilities

(ii)                                  the entering into of any composition, compromise, assignment or arrangement with any member of the Group which owes any Bilateral Liabilities, or has given a guarantee or indemnity or other assurance against loss in respect of the Bilateral Liabilities or

(iii)                               the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer) in relation to,

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the winding up, dissolution, administration or reorganisation of any member of the Group which owes any Bilateral Liabilities, or has given any guarantee, indemnity or other assurance against loss in respect of any of the Bilateral Liabilities, or any of such member of the Group’s assets or any suspension of payments or moratorium of any indebtedness of any such member of the Group, or any analogous procedure or step in any jurisdiction

except that the following shall not constitute Enforcement Action:

(A)                               the taking of any action falling within paragraphs (i)(E) or (iii) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Bilateral Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods or

(B)                               a Party bringing legal proceedings against any person solely for the purpose of:

(1)                                 obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any Finance Document to which it is party

(2)                                 obtaining specific performance (other than specific performance of an obligation to make a payment) with no claim for damages or

(3)                                 requesting judicial interpretation of any provision of any Finance Document to which it is party with no claim for damages

Insolvency Event means, in relation to any member of the Group:

(i)                                     any resolution is passed or order made for the winding up, dissolution, administration or reorganisation of that member of the Group, a moratorium is declared in relation to any indebtedness of that member of the Group or an administrator is appointed to that member of the Group

(ii)                                  any composition, compromise, assignment or arrangement is made with any of its creditors

(iii)                               the appointment of any liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of that member of the Group or any of its assets or

(iv)                              any analogous procedure or step is taken in any jurisdiction

(b)                                 Restriction on Enforcement: Bilateral Lenders

Subject to paragraph (c) below, so long as any of the Facilities (other than the Ancillary Facilities)  are or may be outstanding, none of the Bilateral Lenders shall be entitled to take any Enforcement Action in respect of any of Bilateral Liabilities.

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(c)                                  Permitted Enforcement: Bilateral Lenders

Each Bilateral Lender may take Enforcement Action if:

(i)                                     at the same time as, or prior to, that action, Enforcement Action has been taken in respect of the Facilities (other than the Ancillary Facilities), in which case the Bilateral Lenders may take the same Enforcement Action as has been taken in respect of those Facilities; or

(ii)                                  at the same time as or prior to, that action, the consent of the Majority Lenders to that Enforcement Action is obtained; or

(iii)                               an Insolvency Event has occurred in relation to any member of the Group, in which case after the occurrence of that Insolvency Event, each Bilateral Lender shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group to:

(A)                               accelerate any of that member of the Group’s Bilateral Liabilities or declare them prematurely due and payable on demand;

(B)                               make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Bilateral Liabilities;

(C)                               exercise any right of set off or take or receive any payment in respect of any Bilateral Liabilities of that member of the Group; or

(D)                               claim and prove in the liquidation of that member of the Group for the Bilateral Liabilities owing to it.

9                                         Repayment

9.1                               Repayment of Uncommitted Accordion Term Facility Loans

The Borrowers of any Uncommitted Accordion Facility Loan shall repay it in the amount and at the time specified in the relevant Uncommitted Accordion Facility Notice.

9.2                               Repayment of Revolving Facility Loans

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

(b)                                 Without prejudice to each Borrower’s obligation under clause 9.2(a) above, if one or more Revolving Facility Loans are to be made available to a Borrower:

(i)                                     on the same day that a maturing Revolving Facility Loan is due to be repaid by that Borrower;

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

(iii)                               in whole or in part for the purpose of refinancing the maturing Revolving Facility Loan;

the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Revolving Facility Loan so that:

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(A)                               if the amount of the maturing Revolving Facility Loan exceeds the aggregate amount of the new Revolving Facility Loans:

1)                                     the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

2)                                     each Lender’s participation (if any) in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Revolving Facility Loan and that Lender will not be required to make its participation in the new Revolving Facility Loans available in cash; and

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

1)                                     the relevant Borrower will not be required to make any payment in cash; and

2)                                     each Lender will be required to make its participation in the new Revolving Facility Loans available in cash only to the extent that its participation (if any) in the new Revolving Facility Loans exceeds that Lender’s participation (if any) in the maturing Revolving Facility Loan and the remainder of that Lender’s participation in the new Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Revolving Facility Loan

9.3                               Repayment of Uncommitted Accordion Revolving Facility Loans

(a)                                 Each Borrower which has drawn an Uncommitted Accordion Revolving Facility Loan shall repay that Loan on the last day of its Interest Period.

(b)                                 Without prejudice to each Borrower’s obligation under clause 9.3(a) above, if one or more Uncommitted Accordion Revolving Facility Loans are to be made available to a Borrower:

(i)                                     on the same day that a maturing Uncommitted Accordion Revolving Facility Loan is due to be repaid by that Borrower;

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

(iii)                               in whole or in part for the purpose of refinancing the maturing Uncommitted Accordion Revolving Facility Loan;

the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Uncommitted Accordion Revolving Facility Loan so that:

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(A)                               if the amount of the maturing Uncommitted Accordion Revolving Facility Loan exceeds the aggregate amount of the new Uncommitted Accordion Revolving Facility Loans:

1)                                     the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

2)                                     each Lender’s participation (if any) in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Uncommitted Accordion Revolving Facility Loan and that Lender will not be required to make its participation in the new Uncommitted Accordion Revolving Facility Loans available in cash; and

(B)                               if the amount of the maturing Uncommitted Accordion Revolving Facility Loan is equal to or less than the aggregate amount of the new Uncommitted Accordion Revolving Facility Loans:

1)                                     the relevant Borrower will not be required to make any payment in cash; and

2)                                     each Lender will be required to make its participation in the new Uncommitted Accordion Revolving Facility Loans available in cash only to the extent that its participation (if any) in the new Uncommitted Accordion Revolving Facility Loans exceeds that Lender’s participation (if any) in the maturing Uncommitted Accordion Revolving Facility Loans and the remainder of that Lender’s participation in the new Uncommitted Accordion Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Uncommitted Accordion Revolving Facility Loan.

9.4                               Effect of cancellation and prepayment on scheduled repayments and reductions

If any Loans under an amortising Uncommitted Accordion Term Facility are prepaid in accordance with clause 10.1 (Illegality), clause 10.6 (Right of cancellation and repayment in relation to a single Lender) or clause 11.2 (Disposal and Insurance), then the amount of the Repayment Instalment for each Repayment Date falling after that prepayment will reduce pro rata by the amount of the Uncommitted Accordion Term Facility Loan prepaid unless otherwise agreed in the relevant Uncommitted Accordion Facility Commitment Notice.

10                                  Illegality, voluntary prepayment and cancellation

10.1                        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 Loan:

(a)                                 that Lender, shall promptly notify the Agent upon becoming aware of that event;

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

(c)                                  each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the then current Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

10.2                        Mandatory cancellation

All Available Commitments under a Facility shall automatically be cancelled at the end of the Availability Period in respect of that Facility.

10.3                        Voluntary cancellation

(a)                                 The Company may, if it gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of $2,000,000, £1,500,000 or €2,000,000 (or its equivalent in any currency) and a multiple of $500,000 (or its equivalent in any currency)) of an Available Facility. Any cancellation under this clause 10.3 shall reduce the Commitments of the Lenders rateably under the relevant Facility.

(b)                                 Not used.

10.4                        Voluntary prepayment of Uncommitted Accordion Term Facility Loans

A Borrower may, if it gives the Agent not less than 3 Business Days (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of an Uncommitted Accordion Term Facility Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Uncommitted Accordion Facility Loan by a minimum amount of $500,000 (or its equivalent in any currency) and a multiple of $100,000 (or its equivalent in any currency)). In respect of any amortising Uncommitted Accordion Term Facility, prepayments which are made under this clause 10.4 shall be applied to reduce pro rata the relevant Repayment Instalments, unless otherwise agreed in the relevant Uncommitted Accordion Facility Commitment Notice.

10.5                        Voluntary prepayment of Revolving Facility Loans and Uncommitted Accordion Revolving Facility Loans

A Borrower to which a Revolving Facility Loan or Uncommitted Accordion Revolving Facility Loan has been made may, if it or the Company gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a Revolving Facility Loan or Uncommitted Accordion Revolving Facility Loan (but if in part, being a minimum amount of $2,000,000 (or its equivalent in any currency) and a multiple of $250,000 (or its equivalent in any currency)).

10.6                        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 clause 17.2(c) (Tax gross-up); or

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(ii)                                  any Lender claims indemnification from an Obligor under clause 17.3 (Tax indemnity) or clause 18.1 (Increased costs),

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

(b)                                 On receipt of a notice referred to in clause 10.6(a) 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 the Company has given notice under clause 10.6(a) in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan together with all interest and other amounts accrued under the Finance Documents.

10.7                        Right of cancellation in relation to a Defaulting Lender

(a)                                 If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b)                                 On the notice referred to in clause 10.7(a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c)                                  The Agent shall as soon as practicable after receipt of a notice referred to in clause 10.7(a) above, notify all the Lenders.

10.8                        Cash cover

To the extent that, under the terms of this Agreement, an Obligor is obliged to provide cash cover in respect of the Ancillary Facilities, it shall only be entitled to withdraw that cash cover if:

(a)                                 the Company delivers to the Agent a duly completed Withdrawal Request not later than 11am 14 days before the proposed date of withdrawal;

(b)                                 no Default is continuing; and

(c)                                  the amount so withdrawn is applied in immediate prepayment of the Ancillary Facilities.

11                                  Mandatory prepayment

11.1                        Exit:

Upon the occurrence of:

(a)                                 a Change of Control; or

(b)                                 the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions,

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

11.2                        Disposal and Insurance

(a)                                 For the purposes of this clause 11.2

Disposal means a sale, lease or licence (other than an occupational rack rent lease or licence), transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions)

Disposal Proceeds means the consideration receivable by any member of the Group (including any amount receivable in repayment of intercompany debt) for any Disposal made by any member of the Group except for Excluded Disposal Proceeds

Excluded Disposal Proceeds means the proceeds of a Disposal from a Permitted Disposal

Excluded Insurance Proceeds means any proceeds of an insurance claim which the Company notifies the Agent are, or are to be, applied:

(i)                                     to meet a third party claim

(ii)                                  to cover operating losses in respect of which the relevant insurance claim was made

(iii)                               to the replacement, reinstatement and/or repair of the assets or otherwise in amelioration of the loss in respect of which the relevant insurance claim was made

(iv)                              by an Obligor to purchase assets useful to the business of the Obligors,

in each case as soon as reasonably practicable after receipt or

(v)                                 which do not exceed $16,500,000 (or its equivalent) when aggregated together with the proceeds of all other insurance claims (excluding those referred to in (i), (ii) and (iii) of this definition) during the term of this Agreement

Insurance Proceeds means the proceeds of any insurance claim under any insurance maintained by any member of the Group except for Excluded Insurance Proceeds and after deducting any reasonable expenses in relation to that claim which are incurred by any member of the Group to persons who are not members of the Group

(b)                                 The Company shall ensure (unless the Agent agrees in writing otherwise) that the Borrowers cancel Commitments and prepay Loans in the following amounts at the times and in the order of application contemplated by clause 11.3:

(i)                                     the amount of Disposal Proceeds; and

(ii)                                  the amount of Insurance Proceeds.

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11.3                        Application

(a)                                 A prepayment and/or cancellation made under clause 11.2 shall be applied in the following order:

(i)                                     first in prepayment of any Uncommitted Accordion Term Facility Loans as contemplated in clause 11.3(b):

(ii)                                  second in pro rata cancellation of the Available Commitments under the Uncommitted Accordion Term Facilities (and the Available Commitment of the Lenders under the Uncommitted Accordion Term Facilities will be cancelled rateably);

(iii)                               third, in pro rata prepayment of Revolving Facility Loans and any Uncommitted Accordion Revolving Facility Loans and pro rata cancellation of such Revolving Facility Commitments and the Uncommitted Accordion Revolving Facility Commitments; and

(iv)                              fourth, in pro rata prepayment and cancellation of the Ancillary Outstandings provided under the Revolving Facility and any Uncommitted Accordion Revolving Facility and pro rata cancellation of Ancillary Commitments provided under the Revolving Facility and any Uncommitted Accordion Revolving Facility.

(b)                                 A prepayment made under clause 11.2 shall prepay the Uncommitted Accordion Term Facility Loans as follows:

(i)                                                                                     in prepayment of such Uncommitted Accordion Term Facility Loans pro rata: and

(ii)                                                                                  if applicable, in reducing the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by clause 9.4 (Effect of cancellation and prepayment on scheduled repayments and reductions).

(c)                                  A prepayment relating to the amounts of Disposal Proceeds or Insurance Proceeds made under clause 11.2 shall be made promptly upon receipt of those proceeds.

12                                  Restrictions

12.1                        Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under clause 10 (Illegality, voluntary prepayment and cancellation) or clause 11 (Mandatory prepayment) shall (subject to the terms of those clauses) 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.

12.2                        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.

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12.3                        Not used.

12.4                        Reborrowing of the Revolving Facility and Uncommitted Accordion Revolving Facility

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

12.5                        No reborrowing of Uncommitted Accordion Term Loan Facility

Any part of an Uncommitted Accordion Term Loan Facility which is prepaid or repaid may be available to be reborrowed in accordance with clause 2.3 (Uncommitted Accordion Facility Commitments), but for avoidance of doubt does not remain available to be redrawn under the relevant Uncommitted Accordion Term Loan Facility.

12.6                        Prepayment in accordance with Agreement

Subject to clause 2.2 (Increase), no Borrower shall repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

12.7                        No reinstatement of Commitments

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

12.8                        Agent’s receipt of Notices

If the Agent receives a notice or election under clause 10 (Illegality, voluntary prepayment and cancellation) or clause 11 (Mandatory prepayment) it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

12.9                        Effect of Repayment and Prepayment on Commitments

If all or part of a Utilisation under a 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 that Facility will be deemed to be cancelled on the date of repayment or prepayment.  Any cancellation under this clause 12.9 shall reduce the Commitments of the Lenders rateably under that Facility.

13                                  Interest

13.1                        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; and

(b)                                 LIBOR or, in relation to any Loan in euro, EURIBOR.

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13.2                        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 (and, if the Interest Period is longer than 6 Months, on the dates falling at 6 Monthly intervals after the first day of the Interest Period).

13.3                        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 clause 13.3(b), is 2% 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 13.3 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% 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.

13.4                        Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company on its behalf) of the determination of a rate of interest under this Agreement.

14                                  Interest Periods

14.1                        Selection of Interest Periods and terms

(a)                                 A Borrower (or the Company on its behalf) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan is an Uncommitted Accordion Term Facility Loan and has already been borrowed) in a Selection Notice.

(b)                                 Each Selection Notice for an Uncommitted Accordion Term Facility Loan is irrevocable and must be delivered to the Agent by a Borrower not later than the Specified Time.

(c)                                  If a Borrower fails to deliver a Selection Notice to the Agent in accordance with clause 14.1(b), the relevant Interest Period will be 3 Months.

(d)                                 Subject to this clause 14, the Borrower (or the Company on its behalf) may select an Interest Period of 1, 2, 3 or 6 Months or any other period agreed between the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan) and the

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Company. In addition a Borrower (or the Company on its behalf) may select an Interest Period of (in relation to an Uncommitted Accordion Term Facility which is an amortising facility) a period of less than three Months, if necessary to ensure that there are Uncommitted Accordion Term Facility Loans (with an aggregate Base Currency Amount equal to the Repayment Instalment) which have an Interest Period ending on a Repayment Date relating to the relevant Facility for the Borrowers to make the Repayment Instalment due on that date.

(e)                                  No Interest Period for a Loan shall extend beyond the Termination Date applicable to its Facility.

(f)                                   Each Interest Period for an Uncommitted Accordion Facility Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(g)                                  A Revolving Facility Loan or Uncommitted Accordion Revolving Facility Loan has 1 Interest Period only.