PRIVATE & CONFIDENTIAL This amendment letter is made on ______________ 2024 among:

1)

Bank of America Europe Designated Activity Company (the “Agent”) for itself and as facility agent for the Finance Parties (under and as defined in the Revolving Facilities Agreement (as defined below));

2)

Bank of America Europe Designated Activity Company as Security Trustee for the Secured Parties (each term under and as defined in the Revolving Facilities Agreement);

3)

Red Football Limited (the “Company”) as the Company, Obligors’ Agent and a Guarantor (each term under and as defined in the Revolving Facilities Agreement);

4)

Manchester United Football Club Limited as the Borrower and a Guarantor (each term under and as defined in the Revolving Facilities Agreement);

5)

MU Finance Limited (f/k/a MU Finance plc) as a Guarantor;

6)

Manchester United Limited and Red Football Junior Limited each as a Guarantor;

7)

Bank of America, N.A., London Branch (the “Incoming Lender”);

8)

National Westminster Bank plc (the “Continuing Lender”); and

9)

Deutsche Bank AG, London Branch and Bank of America Europe Designated Activity Company as exiting lenders (the “Exiting Lenders”).

1.

BACKGROUND AND AMENDMENTS TO THE REVOLVING FACILITIES AGREEMENT

1.1

We refer to a revolving facilities agreement dated 22 May 2015, as amended pursuant to an amendment letter dated 7 October 2015, as amended and restated pursuant to an amendment and restatement agreement dated 4 April 2019, as amended and restated pursuant to an amendment and restatement agreement dated 4 March 2021, as further amended and restated pursuant to an amendment and restatement agreement dated 10 December 2021 and as further amended pursuant to an amendment letter dated 4 November 2022, between, amongst others, the Company, MU Finance Limited (formerly known as MU Finance plc) as Original Borrower, Bank of America, N.A., as the Arranger and Bank of America Europe Designated Activity Company as Agent and Security Trustee (the “Revolving Facilities Agreement”).

1.2

The Company and the other Obligors desire to amend the Revolving Facilities Agreement extending the Initial Termination Date such that it falls on 25 June 2027.

1.3

The Agent has been informed that the Exiting Lenders are retiring as Original Lenders under the Revolving Facilities Agreement with the Incoming Lender and the Continuing Lender (the Incoming Lender and the Continuing Lender together, the “Increased Lenders”) taking up the entirety of each Exiting Lender’s Commitment.

1.4

In accordance with Clause 41 (Amendments and Waivers) of the Revolving Facilities Agreement the Majority Lenders have agreed to amendments as set out in this letter.

2.

DEFINITIONS AND INTERPRETATION

2.1

Definitions

(a)

Unless defined in this letter, a term defined in the Revolving Facilities Agreement has the same meaning in this letter.

(b)

“Effective Date” means the date on which the Agent provides the confirmation pursuant to Clause 5 (Effective Date) below.

(c)

“Existing Loans” means the Loans made by the Original Lenders under the Revolving Facilities Agreement.

(d)

“Amended Facility Agreement” means the Revolving Facilities Agreement as amended by this letter.

(e)

“Transaction Document” has the meaning set out in paragraph 2 of Schedule 1 (Conditions Precedent to the Effective Date).

(f)

“Transfer” means the transfer of the Commitments and participations in Loans of the Exiting Lenders to the Increased Lenders together with all related rights and obligations under the Finance Documents pursuant to Clause 3 (Transfer of Commitments and Loans).

(g)

“Transfer Date” means the date on which the Transfer takes place pursuant to Clause 5.1 below.

(h)

References in the Revolving Facilities Agreement to “this Agreement”, “hereof”, “hereunder” and expressions of similar import shall be deemed to be references to the Revolving Facilities Agreement (as amended and restated by this letter).

2.2

Interpretation

(a)

Clause 1.2 (Construction) of the Revolving Facilities Agreement will be deemed to be set out in full in this agreement, mutatis mutandis, but as if references in that clause to the Revolving Facilities Agreement were references to this letter.

(b)

It is agreed that this letter will constitute a Finance Document for the purposes of the Amended Facility Agreement and a Debt Document under and as defined in the Intercreditor Agreement.

3.

TRANSFER OF COMMITMENTS AND LOANS

3.1

The Parties intend and agree that the provisions of this Clause 3 shall take effect as a Transfer Certificate for the purposes of the Revolving Facilities Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), receipt of which is hereby acknowledged and consented to by each Obligor.

3.2

Each Obligor, the Exiting Lenders, the Increased Lenders and the Agent agree to the transfer by each Exiting Lender of its Commitment to the Increased Lenders pursuant to Clause 3.5 below.

3.3

No later than 3 pm one Business Day prior to the Effective Date, the Agent shall notify the Exiting Lenders and the Increased Lenders of:

(a)

the Base Currency Amount of each Existing Loan and the amount of the Exiting Lenders’ aggregate participation in that Existing Loan; and

(b)

the amount that each Increased Lender is required to pay to the Agent for distribution to the Exiting Lenders on the Transfer Date to ensure that:

3.4

Each Increased Lender shall make all amounts notified to it by the Agent pursuant to Clause 3.3(a) above available on the Effective Date through its Facility Office.

3.5

Subject to Clause 4 (Effective Date), with effect from the Transfer Date:

(a)

each Exiting Lender transfers by novation all of its Commitments and related rights and obligations to the Increased Lenders in the proportions set out in this Clause 3.5(a) and in accordance with Clause 29.5 (Procedure of Transfer) of the Revolving Facilities Agreement:

(b)

each Increased Lender undertakes with each Exiting Lender and each of the other parties to the Revolving Facilities Agreement that it will perform all those obligations which, by the terms of the Revolving Facilities Agreement, will be assumed by it following the Transfer.

3.6

With effect from the Transfer Date each Exiting Lender (in its capacity as a Lender) shall be released from further obligations under the Finance Documents.

3.7

Any amounts payable to an Exiting Lender (in its capacity as a Lender) by any Obligor pursuant to any Finance Document on or before the Transfer Date in respect of any period ending on or prior to the Transfer Date shall be for the account of that Exiting Lender and the Increased Lenders shall not have any interest in, or any rights in respect of, any such amount.

3.8

Each Increased Lender expressly acknowledges and agrees that it enters into this letter subject to the terms of clause 29.4 (Limitation of Responsibility of Existing Lenders) of the Revolving Facilities Agreement.

3.9

The Agent agrees that no transfer fee shall be payable by the Increased Lenders to the Agent under clause 29.3 (Assignment or Transfer Fee) of the Revolving Facilities Agreement or otherwise in connection with the Transfer.

4.

PREPAYMENT AND UTILISATION

4.1

The Company hereby notifies the Agent that it shall:

(a)

prepay an amount equal to all outstanding Loans immediately prior to the occurrence of the Effective Date (the “Prepayment Amount”) with such prepayment taking effect immediately prior to the occurrence of the Effective Date; and

(b)

deliver a Utilisation Request requesting a Utilisation in an amount equal to the Prepayment Amount, with such Utilisation taking effect immediately on the Effective Date.

4.2

The provisions of this Clause 4 shall take effect as a Utilisation Request and a prepayment notice for the purposes of the Revolving Facilities Agreement.

4.3

Company confirms that it wishes to borrow a Loan on the following terms:

(a)

the Utilisation Date shall be the Effective Date;

(b)

the Currency of the Loan shall be ▇▇▇▇▇▇▇▇;

(c)

the Amount shall be equal to the Prepayment Amount; and

(d)

the Interest Period shall be one month,

4.4

Each ▇▇▇▇▇▇ agrees that:

(a)

the notice period for delivery of a notice of prepayment under clause 11.4(a)(ii) (Voluntary prepayment of Utilisations) of the Revolving Facilities Agreement shall not apply to the prepayment notified in Clause 4.1(a) of this letter;

(b)

the prepayment referred to in Clause 4.1(a) of this letter shall not count towards the limit on prepayments under clause 11.4(a)(ii) (Voluntary prepayment of Utilisations) of the Revolving Facilities Agreement;

(c)

the notice period for delivery of a Utilisation Request under clause 5.1 (Delivery of a Utilisation Request) of the Revolving Facilities Agreement shall not apply to the Utilisation Request referred to in Clause 4.1(b) of this letter; and

(d)

no Break Costs shall be payable in connection with the prepayment referred to in Clause 4.1(a) of this letter.

4.5

The Agent shall effect the above steps by way of book entry (without cash movement) and update its records accordingly.

5.

EFFECTIVE DATE

5.1

Immediately prior to receipt by the Company of written confirmation from the Agent (acting for itself and for the Finance Parties) that it has received, or waived the requirement to receive, the documents and evidence listed in Schedule 1 (Conditions Precedent to the Effective Date) and prior to the occurrence of the Effective Date, the Transfer shall automatically take place without any further action from any party (the “Transfer Date”).

5.2

Immediately following the written confirmation set out in Clause 5.1 above, the Effective Date shall automatically occur without any further action from any party.

5.3

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the confirmation described in Clause 5.1 above, the Continuing Lender authorises (but does not require) the Agent to give such confirmation. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such confirmation.

5.4

If the Effective Date does not occur on or before the date falling 30 Business Days after the date of this letter or such later date as the Company and the Agent (acting in its sole discretion) may agree, then this letter shall lapse and be of no further effect and none of the Parties shall be under any liability under this letter and the Revolving Facilities Agreement shall be read and construed as if this letter had never been entered into.

6.

AMENDMENTS AND ACKOWLEDGMENTS

6.1

On the Effective Date, the Revolving Facilities Agreement will be amended as follows:

(a)

a new definition of “Second Amendment Letter” is added to clause 1.1 (Definitions) in alphanumerical order:

(b)

a new definition of “Third Amendment Letter” is added to clause 1.1 (Definitions) in alphanumerical order:

(c)

a new definition of “Third Amendment Letter Effective Date” shall be added to clause 1.1 (Definitions) in alphanumerical order:

(d)

the definition of Finance Document is deleted in its entirety and replaced with:

(e)

the definition of Initial Termination Date is deleted in its entirety and replaced with:

(f)

the definition of Margin is deleted in its entirety and replaced with:

(g)

the definition of Total Commitments is amended such that all references to the “Third Amendment and Restatement Effective Date” are replaced with references to the “Second Amendment Letter Effective Date”;

(h)

the definition of Total Initial Facility Commitments is amended such that all references to the “Third Amendment and Restatement Effective Date” are replaced with references to the “Second Amendment Letter Effective Date”;

(i)

a new clause 35.12 is added as follows:

(j)

Part 2 of Schedule 1 (THE ORIGINAL PARTIES) is deleted in its entirety and replaced as follows;

(k)

paragraph 6 of Schedule 9 (FORM OF COMPLIANCE CERTIFICATE) is deleted in its entirety.

6.2

By signing this letter, the Majority Lenders acknowledge and confirm that clause 27.11 (Senior Secured Debt) shall from the Third Amendment Letter Effective Date be construed and apply to Senior Secured Debt issued, incurred, amended, varied, novated, supplemented, superseded, waived or terminated on and after the Third Amendment Letter Effective Date.

7.

CONTINUITY AND CONSENT OF THE GUARANTORS

7.1

Continuing obligations

7.2

Continuing Guarantees

8.

FEES AND EXPENSES

8.1

The Company shall, or shall procure that a member of the Group will, pay to the Continuing Lender and the Incoming Lender an upfront fee in the amount, manner and at the times agreed in a fee letter.

8.2

The Company shall reimburse the Agent promptly on demand for all reasonable charges and expenses (including, without limitation, the fees and expenses of legal advisors (subject to an

9.

REPRESENTATIONS AND WARRANTIES

10.

GENERAL

10.1

Construction

10.2

Counterparts

10.3

Finance Documents

10.4

Third Party Rights

(a)

Unless expressly provided to the contrary in this letter, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 (or any analogous provision under any applicable law) to enforce or enjoy the benefit of any term of this letter.

(b)

Notwithstanding any term of this letter, the consent of any person who is not a party is not required to amend, rescind or otherwise vary this letter at any time

10.5

Governing law

1.

Corporate authorisations

(a)

A copy of a resolution of the board of directors of each Original Obligor:

(i)

approving the terms of, and the transactions contemplated by, this letter (including, without limitation, the Schedules attached to this letter) and resolving that it execute, deliver and perform the Transaction Documents (to which it is a party);

(ii)

authorising a specified person or persons to execute the Transaction Documents (to which it is a party) on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents (to which it is a party).

(b)

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

(c)

A certificate of an authorised signatory of each Original Obligor confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on that Original Obligor to be exceeded.

(d)

A certificate of an authorised signatory of each Original Obligor certifying that its constitutional documents as previously delivered to the Agent and each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this letter.

2.

Transaction Documents

(a)

This letter executed by each Obligor.

(b)

An English law governed supplemental debenture executed by the Original Obligors.

(c)

An English law governed supplemental mortgage executed by MUFC.

(d)

An English law governed supplemental share charge executed by ▇▇▇.

3.

Legal opinion

4.

Other documents and evidence