AMENDMENT AGREEMENT DATED 18 FEBRUARY 2015 FOR HILLENBRAND, INC. AND CERTAIN OF ITS SUBSIDIARIES ARRANGED BY COMMERZBANK AKTIENGESELLSCHAFT WITH COMMERZBANK INTERNATIONAL S.A. ACTING AS AGENT

Exhibit 10.1

Execution Version

AMENDMENT AGREEMENT

DATED 18 FEBRUARY 2015

FOR

▇▇▇▇▇▇▇▇▇▇▇, INC. AND CERTAIN OF ITS SUBSIDIARIES

ARRANGED BY
COMMERZBANK AKTIENGESELLSCHAFT

WITH

COMMERZBANK INTERNATIONAL S.A.
ACTING AS AGENT

RELATING TO A EUR 150,000,000
SYNDICATED L/G FACILITY AGREEMENT
DATED 3 JUNE 2013

CONTENTS

THIS AMENDMENT AND RESTATEMENT AGREEMENT is dated 18 February 2015 (the “Agreement”) and made between:

(1)                           ▇▇▇▇▇▇▇▇▇▇▇, INC. (the “Company”);

(2)                           THE SUBSIDIARIES of the Company listed in Part I (The Existing Obligors) of SCHEDULE 1 (The Existing Parties) as existing borrowers (together with the Company the “Existing Borrowers”);

(3)                           THE SUBSIDIARIES of the Company listed in Part I (The Existing Obligors) of SCHEDULE 1 (The Existing Parties) as existing guarantors (together with the Company the “Existing Guarantors”);

(4)                           COMMERZBANK AKTIENGESELLSCHAFT as mandated lead arranger and bookrunner (the “Arranger”);

(5)                           THE FINANCIAL INSTITUTIONS listed in Part II (The Existing Lenders) of SCHEDULE 1 (The Existing Parties) as lenders (the “Existing Lenders”) and as issuing banks; and

(6)                           COMMERZBANK INTERNATIONAL S.A., as agent of the other Finance Parties (as defined in the Amended Agreement as defined below) (the “Agent”).

IT IS AGREED as follows:

1.                                DEFINITIONS AND INTERPRETATION

1.1                         Definitions

In this Agreement:

“Amended Agreement” means the Existing Syndicated L/G Facility Agreement as amended and restated in the form set out in SCHEDULE 3 (Form of Amended and Restated Agreement).

“Effective Date” means the date of notification by the Agent under paragraph (a) of Clause 3.1 (Notification of Effective Date).

“Existing Syndicated L/G Facility Agreement” means the EUR 150,000,000 syndicated multicurrency L/G facility agreement dated 3 June 2013 originally among, inter alios, ▇▇▇▇▇▇▇▇▇▇▇, Inc. as the Company (a defined therein), the Original Borrowers (as defined therein), the Original Guarantors (as defined therein), Commerzbank Aktiengesellschaft as mandated lead arranger and bookrunner, the Original Lenders (as defined therein) as lenders and as issuing banks and Commerzbank Aktiengesellschaft,

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Filiale Luxembourg (now Commerzbank International S.A.) as Agent of the other Finance Parties (each of the foregoing terms as defined therein).

“New Finance Documents” means:

(a)                                  this Agreement; and

(b)                                  the Amended Agreement.

“Party” means a party to this Agreement.

1.2                         Incorporation of defined terms

(a)                                  Unless a contrary indication appears, a term defined in the Amended Agreement has the same meaning in this Agreement.

(b)                                  The principles of construction set out in the Amended Agreement shall have effect as if set out in this Agreement.

1.3                         Designation

In accordance with the Existing Syndicated L/G Facility Agreement, each of the Company and the Agent designate this Agreement as a Finance Document.

2.                                AMENDMENT OF EXISTING SYNDICATED L/G FACILITY AGREEMENT

2.1                         Amendment

With effect from the Effective Date (aufschiebend bedingt) the Existing Syndicated L/G Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes in the form as set out in SCHEDULE 3 (Form of Amended and Restated Agreement).

2.2                         Guarantee

Each of the Guarantors confirms that as of the Effective Date it will be bound by the guarantee obligations as set out in Clause 17 (Guarantee and Indemnity) of the Amended Agreement such that (a) the guarantee obligations as set out in Clause 17 (Guarantee and Indemnity) of the Amended Agreement shall remain in full force and effect notwithstanding the amendments in Clause 2.1 (Amendment) and (b) extend to any new obligations assumed by any Obligor under the New Finance Documents.

2.3                         Representations

Each Obligor makes the Repeated Representations (as defined in the Existing Syndicated L/G Facility Agreement) on the date of this Agreement and on the Effective Date, but as if references in Clause 18 (Representations) of the Existing Syndicated L/G

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Facility Agreement to “this Agreement” were instead to this Agreement and references to the “Finance Documents” were to the “Finance Documents” including the New Finance Documents.

3.                                CONDITIONS PRECEDENT

3.1                         Notification of Effective Date

(a)                                  The Agent shall promptly notify the Company and the other Finance Parties if and when it has received all of the documents and other evidence listed in SCHEDULE 2 (Conditions Precedent), each in form and substance satisfactory to it.

(b)                                  Other than to the extent that the Existing Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Existing Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving such a notification.

3.2                         Waiver

Any amendment of this Clause 3 (Conditions Precedent), of the definition of “Effective Date” in Clause 1.1 (Definitions) above or of SCHEDULE 2 (Conditions Precedent) or any waiver of any of the conditions precedent listed in SCHEDULE 2 (Conditions Precedent) shall require the consent of all Existing Lenders under the Existing Syndicated L/G Facility Agreement.

4.                                TRANSACTIONS EXPENSES

The Company shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including pre-agreed legal fees) reasonably incurred by any of them in connection with the negotiation, preparation and execution of this Agreement and any other New Finance Document.

5.                                INCORPORATION OF TERMS

The provisions of Clause 30 (Notices), Clause 32 (Partial Invalidity), Clause 33 (Remedies and Waivers) and Clause 38 (Enforcement) of the Existing Syndicated L/G Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

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6.                                CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

(a)                                  The Parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by any means of telecommunication (telekommunikative Übermittlung) such as by way of fax or electronic photocopy.

(b)                                  If the Parties to this Agreement choose to conclude this Agreement pursuant to paragraph (a) above, they will transmit the signed signature page(s) of this Agreement to ▇▇▇▇▇▇▇▇ Chance Deutschland LLP, attention to ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (each a “Recipient”). The Agreement will be considered concluded once one Recipient has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all Parties to this Agreement (whether by way of fax, electronic photocopy or other means of telecommunication) and at the time of the receipt of the last outstanding signature page(s) by such one Recipient.

(c)                                   For the purposes of this Clause 6 (Conclusion of this Agreement (Vertragsschluss)) only, the Parties to this Agreement appoint each Recipient as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all Parties to this Agreement. For the avoidance of doubt, each Recipient will have no further duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

7.                                GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Federal Republic of Germany.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1
THE EXISTING PARTIES

PART I
THE EXISTING OBLIGORS

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PART II
THE EXISTING LENDERS

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SCHEDULE 2
CONDITIONS PRECEDENT

1.                                Existing Obligors

(a)                           In relation to an Existing Obligor incorporated or established in Germany a copy of each of (i) an up-to-date commercial register extract (Handelsregisterausdruck), (ii) its articles of association (Satzung), or partnership agreement (Gesellschaftsvertrag), (iii) copies of any by-laws as well as (iv) a list of shareholders (Gesellschafterliste) (in each case, if applicable).

(b)                           A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor’s jurisdiction of incorporation or organisation.

(c)                            In relation to an Existing Obligor incorporated or established in a jurisdiction other than Germany a copy of its constitutional documents.

(d)                           In relation to an Existing Obligor incorporated or established in Germany a copy of a resolution signed by all the holders of the issued shares of such Existing Obligor of such Existing Obligor approving the terms of, and the transactions contemplated by the New Finance Documents.

(e)                            In relation to an Existing Obligor incorporated in a jurisdiction other than Germany, or England and Wales or a jurisdiction of the U.S., a copy of a resolution signed by all the holders of the issued shares in each such Existing Obligor, approving the terms of, and the transactions contemplated by the New Finance Documents.

(f)                            A copy of a resolution of the board of directors, or equivalent governing body, of each Existing Obligor incorporated or established in a jurisdiction other than Germany:

(i)                                      approving the terms of, and the transactions contemplated by, the New Finance Documents to which it is a party and resolving that it execute the New Finance Documents to which it is a party;

(ii)                                   authorising a specified person or persons to execute the New Finance 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 (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the New Finance Documents to which it is a party.

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(g)                            A specimen of the signature of each person authorised to execute any New Finance Document and other documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the New Finance Documents to which it is a party.

(h)                           A certificate of a an authorised signatory of the relevant Existing Obligor certifying that each copy document relating to it specified in this SCHEDULE 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.                                New Finance Documents

(a)                           This Agreement duly executed by the parties to it.

(b)                           The Agency Fee Letter and Mandate Letter executed by the Company.

3.                                Legal Opinions

(a)                           A legal opinion of ▇▇▇▇▇▇▇▇ Chance Deutschland LLP, legal advisers to the Arranger and the Agent in Germany as to German law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(b)                           A legal opinion of ▇▇▇▇▇▇▇▇ Chance Deutschland LLP, legal advisers to the Arranger and the Agent in Germany as to English law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(c)                            A legal opinion of ▇▇▇▇▇▇▇▇ Chance US LLP, legal advisers to the Arranger and the Agent in New York as to certain U.S. law matters, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(d)                           A legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ Ltd, legal advisers to the Arranger and Agent in Switzerland as to Swiss law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(e)                            A legal opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, legal advisers to the Company in Germany as to German law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(f)                             A legal opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, legal advisers to the Company in England as to English law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

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(g)                            A legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Zurich, legal advisers to the Company in Switzerland as to Swiss law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(h)                           A legal opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, legal advisers to the Company in Delaware as to Delaware law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(i)                               A legal opinion of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal advisers to the Company in New Jersey as to New Jersey law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

(j)                              A legal opinion of Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, legal advisers to the Company in Indiana as to Indiana law, substantially in the form distributed to the Existing Lenders prior to signing this Agreement.

4.                                Other documents and evidence

(a)                           Evidence that any process agent referred to in Clause 38.2 (Service of process) of the Existing Syndicated L/G Facility Agreement, if not an Existing Obligor, has accepted its appointment in respect of the New Finance Documents as well as a copy of the executed Process Agent Appointment Letter.

(b)                           A copy of any other authorisation or other document, opinion or assurance reasonably requested by the Agent (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any New Finance Document or for the validity and enforceability of any New Finance Document.

(c)                            An up-to date Group Structure Chart.

* * *

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SCHEDULE 3
FORM OF AMENDED AND RESTATED AGREEMENT

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SIGNATURES

(A)

THE COMPANY

▇▇▇▇▇▇▇▇▇▇▇, Inc.

THE EXISTING BORROWERS

▇▇▇▇▇▇▇▇▇▇▇, Inc.

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THE EXISTING GUARANTORS

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15

EUR 150,000,000 SYNDICATED L/G FACILITY AGREEMENT

ORIGINALLY DATED 3 JUNE 2013
as amended and restated by
an amendment and restatement agreement dated 18 February 2015

FOR

▇▇▇▇▇▇▇▇▇▇▇, INC. AND CERTAIN OF ITS SUBSIDIARIES

ARRANGED BY
COMMERZBANK AKTIENGESELLSCHAFT

WITH

COMMERZBANK INTERNATIONAL S.A.
ACTING AS AGENT

SYNDICATED L/G FACILITY AGREEMENT

EUR 150,000,000

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CONTENTS

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ii

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THIS AGREEMENT is dated 3 June 2013 (as amended by an amendment and restatement agreement dated 18 February 2015) and made between:

(1)                                 ▇▇▇▇▇▇▇▇▇▇▇, INC. (the “Company”);

(2)                                 THE SUBSIDIARIES of the Company listed in Part I (The Original Obligors) of SCHEDULE 1 (The Original Parties) as original borrowers (together with the Company the “Original Borrowers”);

(3)                                 THE SUBSIDIARIES of the Company listed in Part I (The Original Obligors) of SCHEDULE 1 (The Original Parties) as original guarantors (together with the Company the “Original Guarantors”);

(4)                                 COMMERZBANK AKTIENGESELLSCHAFT as mandated lead arranger and bookrunner (the “Arranger”);

(5)                                 THE FINANCIAL INSTITUTIONS listed in Part II (The Original Lenders) of SCHEDULE 1 (The Original Parties) as lenders (the “Original Lenders”) and as issuing banks; and

(6)                                 COMMERZBANK INTERNATIONAL S.A. as agent of the other Finance Parties (the “Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.                                      DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Agreement:

“Acceptable Bank” means a bank or financial institution with a rating for its long-term unsecured and non credit-enhanced debt obligations assigned by ▇▇▇▇▇’▇ Investor Services, Inc., Standard & Poor’s Corporation or any other reputable rating agency, such rating and agency to be reasonably acceptable to the relevant Issuing Bank.

“Accession Letter” means a document substantially in the form set out in Schedule 7 (Form of Accession Letter).

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 24 (Changes to the Obligors).

“Additional Commitment Request” means a notice substantially in the form set out in Schedule 4 (Form of Additional Commitment Request).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).

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“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Adjusted Covenant Period” has the meaning given to that term in Clause 20.2 (Financial condition).

“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.

“Agency Fee Letter” means the letter dated 5 February 2015 between the Agent and the Company setting out any of the fees referred to in Clause 11.4 (Agency Fee).

“Agent’s Spot Rate of Exchange” means:

(a)                                 the rate displayed in and used for calculations made by COGS on a particular day; and

(b)                                 if COGS is not available, 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 dated        February 2015, amending and restating this Agreement.

“Applicable GAAP” means, in the case of the consolidated financial statements of the Company (or the Group), U.S. GAAP, and in the case of the unconsolidated financial statements of any Obligor or the consolidated financial statements of any Obligor other than the Company, the accounting principles generally accepted in its jurisdiction of incorporation from time to time.

“Approved Fund” means any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by:

(a)                                 a Lender;

(b)                                 an Affiliate of a Lender; or

(c)                                  an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Jurisdiction” means the U.S., any member state of the European Union, Switzerland and any other jurisdiction in which an Obligor is incorporated.

“Attributable Indebtedness” means, on any date, in respect of any capital lease of any person, the capitalized amount thereof that would appear on the balance sheet of such person prepared as of such date in accordance with U.S. GAAP.

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

“Availability Period” means the period from and including the date of this Agreement to and including the Termination Date.

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“Available Commitment” means a Lender’s Commitment minus:

(a)                                 the Base Currency Amount of its participation in any outstanding L/Gs under the Facility; and

(b)                                 in relation to any proposed Utilisation, the Base Currency Amount of its participation in any L/Gs that are due to be issued on or before the proposed Utilisation Date,

provided that, in relation to any proposed Utilisation, that Lender’s participation in any L/Gs that are due to expire, be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from a Lender’s Commitment under the Facility.

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

“Base Currency” means EUR.

“Base Currency Amount” means, if COGS is available, the amount specified in the Utilisation Request (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 as determined by COGS on the date on which the Issuing Bank approves the issuance of the L/G) or, if COGS is not available, specified in the Utilisation Request delivered by a Borrower to the Agent (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three 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) and as adjusted under Clause 6 (Rebasing) and to reflect any repayment or prepayment of an L/G.

“Borrower” means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 24 (Changes to the Obligors).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City, Luxembourg and Frankfurt am Main and in relation to any Utilisation by way of issuance, or any reduction or rebasing of an L/G on which banks are open for general business at the place of the Agent and the Facility Office of the Issuing Bank.

“Cash Cover” means the cash collateral for an L/G referred to in Clause 10 (Cash Cover).

“Change of Control” means any person or group of persons acting in concert (other than a member of the ▇▇▇▇▇▇▇▇▇▇▇ Family Group) gains control of the Company and/ or Coperion GmbH ceases to be a wholly-owned (direct or indirect) Subsidiary of the Company.

For the purpose of this definition “control” means: (a) the ownership, directly or indirectly, beneficially or of record of the lower of (i) shares of capital stock having voting rights representing more than 50% of the aggregate outstanding shares of

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capital stock of the Company having voting rights or (ii) Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; or (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by persons who were neither (y) nominated by the board of directors of the Company nor (z) appointed by directors so nominated; and

“a group of persons acting in concert” means two or more persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer or shares of capital stock in a corporation.

“Code” means, at any date, the US Internal Revenue Code of 1986 (or any successor legislation thereto) and the regulations promulgated and the judicial and administrative decisions rendered under it, all as the same may be in effect at such date.

“COGS” means the Commerzbank Online Guarantee System, accessible through the COGS Website.

“COGS Conditions” means the Commerzbank Online Guarantee System Conditions of Use as amended from time to time and available for downloading from the COGS Website, the current version thereof being attached hereto as Schedule 13 (COGS Conditions).

“COGS Website” means the internet domain ▇▇▇.▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇.

“Commercial Lifetime” means, in respect of any L/G which does not provide for a specific expiration date, the period from the date of issuance of that L/G until the expected maturity of that L/G as indicated by the Borrower in the relevant Utilisation Request determined on the basis of the lifetime of the underlying obligations.

“Commitment” means:

(a)                                 in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment in EUR” in Part II of SCHEDULE 1 (The Original Parties) 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 a Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

in each case, for the avoidance of doubt, as reduced due to any cancellation in accordance with the terms of this Agreement.

“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 and any other Subsidiary or their respective businesses, the Finance Documents or the Facility of which a Finance Party becomes aware in its

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capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

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

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

(i)                                     is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 35 (Confidentiality); or

(ii)                                  with the prior written consent of the Company; or

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

(iv)                              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 a recommended form of the LMA as set out in Schedule 10 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Agent.

“Consolidated EBITDA” has the meaning given to that term in Clause 20.1 (Financial Definitions).

“Consolidated Indebtedness” has the meaning given to that term in Clause 20.1 (Financial Definitions).

“Consolidated Revenues” has the meaning given to that term in Clause 20.1 (Financial Definitions).

“Consolidated Total Assets” has the meaning given to that term in Clause 20.1 (Financial Definitions).

“Contractual Obligation” means, as to any person, any provision of any security issued by such person or of any agreement, instrument or other undertaking to which such person is a party or by which it or any of its property is bound.

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“Counter Guarantee” means a guarantee (or similar instrument acceptable to the relevant Issuing Bank) issued by an Acceptable Bank for the benefit of the Issuing Bank and being either substantially in the form agreed between the Company and each of the Issuing Banks prior to the date of this Agreement as attached in Schedule 15 (Form of Bank Guarantee) or otherwise in a form and substance reasonably satisfactory to that Issuing Bank and the Company.

“CTA” means the United Kingdom Corporation Tax ▇▇▇ ▇▇▇▇.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender:

(a)                                 which has failed to issue an L/G or has notified the Agent that it will not issue an L/G in accordance with Clause 5.3 (Issue of L/Gs) or which has failed to pay a claim or has notified the Agent or the Company that it will not pay a claim in accordance with Clause 7.1 (Claims under an L/G);

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

(c)                                  which has failed, within five Business Days after request by the Agent, acting reasonably, to confirm in writing that it will comply with its obligations to issue L/Gs under this Agreement provided that such Lender shall cease to be a Defaulting Lender pursuant to this paragraph (c) upon the Agent receiving such confirmation in form and substance satisfactory to it; or

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

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

(i)                                     its failure to pay or so issue L/Gs is caused by:

(A)                               administrative or technical error; or

(B)                               a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii)                                  the Lender is disputing in good faith whether it is contractually obliged to issue the L/G or make the payment in question.

“Disposal” means the sale, transfer, license, lease or other disposal (including any sale and leaseback transaction) of any property by a person, including any sale, assignment (excluding any Security), transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and “Dispose” shall be construed accordingly.

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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 Facility (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.

“Domestic Foreign Holdco Subsidiary” means a Domestic Subsidiary substantially all of the assets of which consist of the Equity Interests of (and/or receivables or other amounts due from) one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of section 957 of the Code, so long as such Domestic Subsidiary (i) does not conduct any business or other activities other than the ownership of such Equity Interests and/or receivables and (ii) does not incur, and is not otherwise liable for, any Financial Indebtedness (other than intercompany indebtedness permitted pursuant to paragraph (b)(vii) of Clause 21.14 (Financial Indebtedness)), in each case, other than immaterial assets and activities reasonably related or ancillary thereto.

“Domestic Subsidiary” means any Subsidiary organised under the laws of any jurisdiction within the United States (excluding any possession or territory thereof) other than any Domestic Foreign Holdco Subsidiary or any Subsidiary that is disregarded as separate from its owner for U.S. federal income tax purposes and that owns Equity Interests in one or more Foreign Subsidiaries and are “controlled foreign corporations” within the meaning of Section 957 of the Code.

“Employee Plan” means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 303 of ERISA, or Section 412 of the Code and in respect of which an Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, or binding orders, decrees, judgments or injunctions, issued, promulgated or entered into by any Governmental Authority, relating to pollution or protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of or governing exposure to any Hazardous Material.

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“Environmental Licence” means any permit, license or other approval required at any time under Environmental Laws.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership in a person and any warrants, options or other similar rights entitling the holder thereof to, purchase or acquire any of the foregoing provided that “Equity Interests” shall not include Financial Indebtedness that is convertible into Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means:

(a)                                 any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to an Employee Plan (other than an event for which any notice period is waived);

(b)                                 the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;

(c)                                  the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Employee Plan;

(d)                                 the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Employee Plan;

(e)                                  the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any written notice relating to an intention to terminate any Employee Plan or Employee Plans or to appoint a trustee to administer any Employee Plan;

(f)                                   the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Employee Plan or Multiemployer Plan; or

(g)                                  the receipt by the Company or any ERISA Affiliate of any written notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any written notice, concerning the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganisation, within the meaning of Title IV of ERISA.

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“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).

“Excluded Subsidiary” means:

(a)                                 any Domestic Foreign Holdco Subsidiary; and

(b)                                 any Domestic Subsidiary of the Company, so long as:

(i)                                     its acting as a Guarantor under this Agreement would violate any law, rule or regulation applicable to such Domestic Subsidiary or would be prohibited by any contractual restriction or obligation applicable to such Domestic Subsidiary; and

(ii)                                  the Agent shall have received a certificate of a Financial Officer of the Company to the effect that, based on advice of outside counsel, such Domestic Subsidiary acting as a Guarantor under this Agreement would cause such a violation or would be so prohibited as described in the foregoing paragraph (i).

“Existing Facility Agreement” means the USD 900,000,000 facilities agreement entered into on 27 July 2012 (as amended and restated on 19 November 2012 and as further amended and restated on 19 December 2014) between, inter alios, the Company and JPMorgan Chase Bank, N.A. as administrative agent.

“Existing L/G” means any standby, commercial or trade letter of credit (Akkreditive), surety (Bürgschaft) or guarantee (Garantie) excluding any surety or guarantee serving as collateral for any credit obligations (Kreditbesicherungsavale) issued under the Existing Facility Agreement or any other bilateral facility agreement entered into by a Borrower with a Lender as listed in Schedule 16 (List of Existing L/Gs) and designated to constitute an Existing L/G by a Borrower and an Issuing Bank after the date hereof in a Utilisation Request.

“Face Amount” means the principal face amount of an L/G in the Base Currency or, as the case may be, any Optional Currency in which such L/G has been issued, such amount representing the maximum liability of the Issuing Bank under such L/G.

“Facility” means the letter of credit facility made available under this Agreement as described in Clause 2.1 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Farm Agreement” means the certain tenants in common agreement dated on or about 21 March 2008 between Hill-Rom Company, Inc., an Indiana corporation, and BCC JAWACDAH Holdings, LLC, an Indiana limited liability company.

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“FATCA” means:

(a)                                 sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

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

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

“FATCA Application Date” means:

(a)                                 in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 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 2017; or

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

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

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

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

“Finance Document” means this Agreement, the Mandate Letter, the Agency Fee Letter, any Accession Letter, any Increase Confirmation, any Compliance Certificate, any Utilisation Request and any other document designated as such by the Agent and the Company.

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

“Financial Indebtedness” means any Indebtedness as defined in Clause 20.1 (Financial Definitions) of this Agreement.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Company.

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

“Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if the applicable Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“Financial Year” means the financial year of the Company ending on 30 September as at the date of this Agreement.

“Governmental Authority” means any government of any nation or political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group” means the Company and its Subsidiaries from time to time.

“Group Structure Chart” means the group structure chart in the agreed form.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 24 (Changes to the Obligors).

“Guidelines” means, together, the guidelines S-02.122.1 in relation to bonds of April 1999 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.122.1 vom April 1999 betreffend “Obligationen”), S-02.123 in relation to inter bank transactions of 22 September 1986 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.123 vom 22 September 1986 betreffend Zinsen von Bankguthaben, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ sind (Interbankguthaben)), S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt S-02.128 vom Januar 2000 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen”), S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner”), the circular letter No. 15 (1-015-DVS-2007) of 7 February 2007 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 7. Februar 2007) and the circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to customer credit balances (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011) as issued, and as amended or replaced from time to time by the Swiss Federal Tax Administration, or as applied in accordance with a tax ruling (if any) issued by the Swiss Federal Tax Administration, or as substituted or superseded and overruled by any law, statute, ordinance, regulation, court decision or the like as in force from time to time.

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants and contaminants listed, defined, designated, regulated or classified under applicable Environmental Laws as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil or words of similar meaning or effect, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

“▇▇▇▇▇▇▇▇▇▇▇ Family Group” means the descendants of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ in the direct line (direkte Nachkommen) and members of such descendants’ families (i.e. spouses and registered partners) and trusts for the benefit of such natural persons.

“Holding Company” means, in relation to a person, any other person 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)                                 it otherwise rescinds or repudiates a 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”; 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

payment is made within five Business Days of its due date; or

(ii)                                  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 5 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).

“Increase Period” means the period beginning on the date falling six Months after the date of this Agreement and ending on the date falling six Months prior to the Termination Date provided that if only one or more of the Original Lenders participate in an increase such period shall begin on the date of this Agreement in respect of such increase.

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“Insolvency Event” in relation to a Finance Party means that Finance Party:

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

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

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

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

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

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

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

(f)                                   seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; and/or

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

“Issuing Bank” means each Lender.

“ITA” means the United Kingdom Income Tax ▇▇▇ ▇▇▇▇.

“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;

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

(c)                                  similar principles, rights and defences under the laws of any relevant jurisdiction; and

(d)                                 any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 24 (Changes to the Obligors).

“Lender” means:

(a)                                 any Original Lender; and

(b)                                 any bank, financial institution, trust, fund or other entity which has become a Lender in accordance with Clause 2.2 (Increase) or Clause 23 (Changes to the Lenders),

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

“Leverage Ratio” has the meaning given to that term in Clause 20.1 (Financial Definitions).

“L/G” means a standby, commercial or trade letter of credit (Akkreditive), surety (Bürgschaft) or guarantee (Garantie) but excludes any surety or guarantee serving as collateral for any credit obligations (Kreditbesicherungsavale) which is:

(a)                                 in a form agreed by the relevant Issuing Bank; or

(b)                                 an Existing L/G,

and which in each case satisfies the L/G Approved Criteria and is issued for any of the purposes set out in Clause 3.1 (Purpose).

“L/G Approved Criteria” means the following:

(a)                                 it is not unlawful or illegal in any jurisdiction for the relevant Issuing Bank to issue the L/G;

(b)                                 the principal amount payable under the L/G is specified in that L/G;

(c)                                  the currency of the amount payable is specified in the L/G and specified at the time of issuance;

(d)                                 the beneficiary as specified in that L/G is reasonably acceptable to the Issuing Bank;

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(e)                                  pursuant to the terms of the L/G the relevant Issuing Bank deals in documents only and the relevant Issuing Bank is authorised to pay any claim made or purported to be made under that L/G which appears on its face to be in order;

(f)                                   the L/G contains a provision stating when the obligation of an Issuing Bank under the L/G shall terminate (e. g. specific expiration date, return of L/G deed, release letter) or may be cancelled or not renewed by an Issuing Bank in accordance with its terms;

(g)                                  the L/G specifies its effective date or is stated to be effective on issuance;

(h)                                 the L/G is subject to International Standby Practices 1998 (International Chamber of Commerce Publication No. 590, or any subsequent revision thereof) or the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (International Chamber of Commerce Publication No. 600, 2007 revision, or any subsequent revision thereof) or the terms are otherwise satisfactory to the relevant Issuing Bank;

(i)                                     the L/G is governed by the laws of Germany or the laws of any other jurisdiction reasonably satisfactory to the relevant Issuing Bank;

(j)                                    the terms of the L/G must contain a narrative reference to what has been reported to the Issuing Bank about the underlying transaction but must not contain any confirmation with regard to facts of the underlying contract;

(k)                                 the terms of the L/G must contain a purpose clause which shall be described in sufficient detail to cover a Borrower’s obligations arising from the underlying transaction;

(l)                                     the payment obligation of the Issuing Bank must be worded as an irrevocable obligation to pay a specific maximum amount of money and not for specific performance of the underlying contract;

(m)                             the payment obligation of the Issuing Bank shall be conditional upon presentation of a demand for payment with or, as the case may be, without simultaneous presentation of other documents. The terms of the L/G shall provide that receipt of a formally valid demand for payment has to be made to the Issuing Bank by the expiry date at the latest and confirm that thereafter no further demand shall be honoured; and

(n)                                 the issuance of the L/G does not conflict or provide for inconsistency with (x) applicable laws, regulations, rules, directions and rulings, (y) any relevant decisions and rulings of any Governmental Authority and (z) any internal rules or guidelines of the Issuing Bank.

“L/G Fee Rate” means if:

(a)                                 no Event of Default has occurred and is continuing; and

(b)                                 the Leverage Ratio in respect of the most recently completed Relevant Period is within a range set out below,

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then the L/G Fee Rate for each L/G will be the percentage per annum set out below in the column opposite that range:

However:

(i)                                     any increase or decrease in the L/G Fee Rate shall take effect on the date (the “reset date”) which is the fifth Business Day following receipt by the Agent of the Compliance Certificate for a Relevant Period pursuant to Clause 19.2 (Compliance Certificate); and

(ii)                                  while an Event of Default is continuing or a Compliance Certificate has not been delivered on its due date and remains undelivered, the L/G Fee Rate shall be the highest percentage per annum set out above.

“LMA” means the Loan Market Association.

“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 the reduction).

“Mandate Letter” means the letter dated 20 January 2015 between the Arranger and the Company.

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

(a)                                 the business, operations or financial condition of the Group taken as a whole;

(b)                                 the ability of the Obligors to perform their material obligations under the Finance Documents, including but not limited to compliance by each Obligor with its payment obligations thereunder; and/or

(c)                                  the material rights or remedies of the Agent and the Lenders under the Finance Documents.

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“Material Domestic Subsidiary” means each Domestic Subsidiary:

(a)                                 whose revenues for a Relevant Period constitute five per cent. (5%) or more of the Consolidated Revenues for that Relevant Period; and/or

(b)                                 whose total assets at a time constitute five per cent. or more of the Consolidated Total Assets at that time,

in each case as of the end of any of the three most recently completed Financial Years of the Company.

Compliance with the conditions set out above shall be determined by reference to the annual audited consolidated financial statements of the Company.

“Material Indebtedness” means, as of any date, Financial Indebtedness (other than Financial Indebtedness arising under this Agreement), or the net obligations in respect of one or more Swap Agreements, of any one or more of the Company and any other member of the Group in an aggregate principal amount exceeding USD 75,000,000 (or its equivalent in any other currency or currencies) as of such date. For purposes of determining Material Indebtedness, the “principal amount” of the net obligations of the Company or any member of the Group in respect of any Swap Agreement at any time shall be deemed to be the Swap Termination Value thereof as of such date.

“Material Subsidiary” means, at any time, a member of the Group (other than the Company):

(a)                                 whose revenues for a Relevant Period constitute five per cent. (5%) or more of the Consolidated Revenues for that Relevant Period; and/or

(b)                                 whose total assets at a time constitute five per cent. or more of the Consolidated Total Assets at that time,

in each case as of the end of any of the three most recently completed Financial Years of the Company.

Compliance with the conditions set out above shall be determined by reference to the annual audited consolidated financial statements of the Company. A list of the initial Material Subsidiaries as determined on the basis of the three most recent Financial Years of the Company having ended prior to the date of this Agreement is set out in Schedule 14 (List of initial Material Subsidiaries).

“Maturity Date” means the last day of the Term of an L/G.

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

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(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.

The above rules will only apply to the last Month of any period. “Monthly” shall be construed accordingly.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which the Company or any of its ERISA Affiliates is contributing or has any obligation to contribute.

“New Lender” has the meaning given to that term in Clause 23 (Changes to the Lenders).

“Obligor” means a Borrower or a Guarantor.

“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, its audited consolidated financial statements for the Financial Year ended 30 September 2012; and

(b)                                 in relation to each other Borrower, its audited (if available or required by law to be audited) financial statements for its financial year ended 31 December 2011 and its unaudited balance sheet, cash flow statement and profit and loss statement (each on a consolidated basis) for its financial year ended 31 December 2012 (in the case of Coperion GmbH) or its audited financial statements for its financial year ended 30 September 2012 (in the case of Rotex Europe Ltd and Coperion K-Tron (Schweiz) GmbH).

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Participating Member State” means any member state of the European Union 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 to this Agreement.

“PBGC” means the U.S. Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Qualifying Lender” has the meaning given to it in Clause 12 (Tax gross-up and indemnities).

“Quarter Date” has the meaning given to it in Clause 20.1 (Financial Definitions).

“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States (or any successor) as now and from time to time in effect from the date of this Agreement.

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“Relevant Period” has the meaning given to that term in Clause 20.1 (Financial Definitions).

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

“Repeated Representations” means each of the representations set out in Clause 18 (Representations) other than Clauses 18.7 (Deduction of Tax), 18.8 (No default), 18.10 (No Misleading Information), 18.11 (Financial statements), Clause 18.14 (Environmental laws and licences) and Clause 18.15 (Good title to assets).

“Reports” means:

(a)                                 the audited consolidated financial statements for the financial year ended 30 September 2012 of the Company;

(b)                                 the audited consolidated financial statements for the financial year ended 31 December 2011 of Coperion Capital GmbH;

(c)                                  the audited unconsolidated financial statements for the financial year ended 31 December 2011 of Coperion GmbH;

(d)                                 the audited directors’ report and consolidated financial statements for the financial year ended 30 September 2012 of Rotex Europe Ltd;

(e)                                  the report of the statutory auditor on the financial statements for the financial year ended 30 September 2012 of Coperion K-Tron (Schweiz) GmbH;

(f)                                   the consolidated financial statements for the quarterly period ended 31 December 2012 of the Company;

(g)                                  the monthly performance report of Coperion GmbH as of 31 December 2012 dated 11 February 2013;

(h)                                 the budget for the financial year 2012/2013 plus the 5 year forecast of the Company (each on an annual consolidated basis) including a balance sheet, profit and loss statement and cash flow calculation (the profit and loss statement also including a break down on business segments); and

(i)                                     the unaudited list of the Material Domestic Subsidiaries as of 30 September 2012.

“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).

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“Responsible Officer” means the chief executive officer, president, Financial Officer or any other person designated by any such person in writing to the Agent and reasonably acceptable to the Agent.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any member of the Group or any payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in any member of the Group or any option, warrant or other right to acquire such Equity Interests in any member of the Group.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Security” means a mortgage, land charge, charge, pledge, lien, assignment or transfer for security purposes, retention of title arrangement or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Specified Time” means a time determined in accordance with Schedule 11 (Timetables).

“Subsidiary” means:

(a)                                 in relation to any company or corporation incorporated in Germany, another company which is a subsidiary (Tochterunternehmen) of the first one within the meaning of §§271(2), 290 of the German Commercial Code (Handelsgesetzbuch); and

(b)                                 in relation to any company incorporated in any other jurisdiction, any entity from time to time of which another person has direct or indirect control and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation beneficially owns a majority of the equity securities or other ownership interests have ordinary voting rights of it (whether directly or indirectly through one or more intermediaries).

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or any other member of the Group shall be a Swap Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced

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in subsection (a), the amount(s) determined as the ▇▇▇▇-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Lender or any Affiliate of a Lender).

“Swiss Borrower” means a Borrower incorporated in Switzerland or resident in Switzerland for tax purposes.

“Swiss Federal Withholding Tax” means the Tax levied pursuant to the Swiss Federal Withholding Tax Act.

“Swiss Federal Withholding Tax Act” means the Swiss Federal Withholding Tax Act (Bundesgesetz über die Verrechnungssteuer vom 13 Oktober 1965); together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

“Swiss Non-Bank Rules” means the Swiss Ten Non-Qualifying Bank Creditor Rule and the Swiss Twenty Non-Qualifying Bank Creditor Rule.

“Swiss Qualifying Bank” means a person or entity (including any commercial bank or financial institution (irrespective of its jurisdiction of organisation)) acting on its own account which has a banking licence in force and effect issued in accordance with the banking laws in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, and which, in both cases, effectively exercises as its main purpose a true banking activity, having bank personnel, premises, communication devices of its own and authority of decision making all in accordance and as defined in the Guidelines or in the legislation and explanatory notes addressing the same issues which are in force at such time.

“Swiss Ten Non-Qualifying Bank Creditor Rule” means the rule that the aggregate number of creditors (or deemed creditors) of any Swiss Borrower under this Agreement which are not Swiss Qualifying Banks must not exceed 10 (ten), all in accordance with the meaning of the Guidelines or legislation or explanatory notes addressing the same issues which are in force at such time.

“Swiss Twenty Non-Qualifying Bank Creditor Rule” means the rule that the aggregate number of creditors (or deemed creditors) (including the Lenders), other than Swiss Qualifying Banks, of a Swiss Borrower under all outstanding debts relevant for classification as debenture (Kassenobligation) (within the meaning of the Guidelines), such as (intragroup) loans (if and to the extent intragroup loans are not exempt in accordance with the ordinance of the Swiss Federal Council of June 18, 2010 amending the Swiss Federal Ordinance on withholding tax and the Swiss Federal Ordinance on stamp duties with effect as of 1 August 2010), facilities and/or private placements (including under the Finance Documents) made or deemed to be made by a Borrower must not at any time exceed 20 (twenty), all in accordance with the meaning of the Guidelines or legislation or explanatory notes addressing the same issues which are in force at such time.

“Tax or Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges

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imposed by or paid to any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term” means such period determined under this Agreement for which the Issuing Bank is under a liability under an L/G.

“Termination Date” means the later of:

(a)                                 19 December 2019; or

(b)                                 the date falling five years after the date of the Amendment and Restatement Agreement, if by no later than 19 November 2019, the Company provides evidence in form and substance reasonably satisfactory to the Majority Lenders that the Existing Facility Agreement has been successfully refinanced or extended with a facility or facilities having a tenor that is at least five years after the date of the Amendment and Restatement Agreement.

“Total Commitments” means the aggregate of the Commitments, being EUR 150,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to an assignment and transfer by way of assumption of contract (Vertragsübernahme) pursuant to Clause 23.5 (Procedure for assignment and transfer by way of assumption of contract (Vertragsübernahme), the later of:

(a)                                 the proposed Transfer Date specified in the Transfer Certificate; and

(b)                                 the date on which the Agent executes the Transfer Certificate.

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

“U.S.” and “United States” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

“U.S. Borrower” means a Borrower whose jurisdiction of incorporation is a state of the United States or the District of Columbia.

“U.S. GAAP” means the generally accepted accounting principles in the United States of America as recognised by the Financial Accounting Standards Board or other body or authority that succeeds the Financial Accounting Standards Board in determining the generally accepted accounting principles in the United States from time to time.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Utilisation” means an L/G.

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“Utilisation Date” means the date on which a Utilisation is to be made, being the date on which the relevant L/G is to be issued.

“Utilisation Request” means (i) a notice automatically generated by COGS and sent to the respective Issuing Bank or (ii) in case COGS is not available, a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means:

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

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

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

1.2                               Construction

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

(i)                                     the “Agent”, the “Arranger”, any “Finance Party”, any “Issuing Bank”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

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

(iii)                               “director” includes any statutory legal representative(s) (organschaftlicher Vertreter) of a person pursuant to the laws of its jurisdiction of incorporation, including but not limited to, in relation to a person incorporated or established in Germany, a managing director (Geschäftsführer) or member of the board of directors (Vorstand);

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

(v)                                 “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;

(vi)                              a Lender’s “participation” in relation to an L/G, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that L/G;

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(vii)                           a “person” includes any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity;

(viii)                        a person acting “reasonably” means the exercise of discretion in a reasonable manner (nach billigem Ermessen) as set out in section 315 of the German Civil Code (Bürgerliches Gesetzbuch).

(ix)                              a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any Governmental Authority;

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

(xi)                              a time of day is a reference to Luxembourg time.

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

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

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

(e)                                  A Borrower “repaying” or “prepaying” an L/G means:

(i)                                     the Borrower providing Cash Cover for that L/G;

(ii)                                  the Agent receiving an L/G Reduction Notice as further specified in Clause 5.5 (Reversal and Reduction of L/Gs); or

(iii)                               the implementation of any other arrangement, including the delivery of a Counter Guarantee, satisfactory to the relevant Issuing Bank,

and the amount by which an L/G is repaid or prepaid under paragraphs (e)(i) to (iii) above is the amount of the relevant Cash Cover or reduction or Counter Guarantee (in the case Cash Cover is provided for an L/G denominated in an Optional Currency, converted into the currency in which that L/G is denominated at the relevant exchange rate displayed in COGS in accordance with the COGS Conditions or (if COGS is not available) at the Agent’s Spot Rate of Exchange on the date on which Cash Cover is provided).

(f)                                   COGS is “not available” means:

(i)                                     the Agent has informed the Company and Issuing Banks that the COGS system will not be operational for a continuing period of more than 24 hours;

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(ii)                                  the COGS Website will not be accessible via the Internet for a continuing period of more than 24 hours; or

(iii)                               the Company has informed the Agent within 30 Business Days’ prior written notice of its decision to discontinue the use of COGS.

1.3                               Currency symbols and definitions

“€”, “EUR” and “euro” denote the single currency of the Participating Member States, “£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom, “$”, “USD” and “dollars” denote the lawful currency of the United States of America, “CHF” denotes the lawful currency of Switzerland, “SEK” denotes the lawful currency of Sweden, “SGD” denotes the lawful currency of Singapore, “CNY” denotes the lawful currency of the People’s Republic of China, “INR” denotes the lawful currency of India and “SAR” denotes the lawful currency of Saudi Arabia.

1.4                               Language

This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

1.5                               Pro Forma Calculations

All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence, assumption or repayment of Financial Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence, assumption or repayment of Financial Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive Financial Quarters ending with the most recent Financial Quarter for which financial statements shall have been delivered pursuant to Clause 19.1 (Financial statements) (or, prior to the delivery of any such financial statements, ending with the last Financial Quarter included in the Original Financial Statements of the Company), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings unless permitted by Article 11 of Regulation S-X of the U.S. Securities Act of 1933) and any related incurrence or reduction of Financial Indebtedness, all in accordance with that Article. If any Financial Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Financial Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement pertaining to interest rates applicable to such Financial Indebtedness).

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SECTION 2

THE FACILITY

2.                                      THE FACILITY

2.1                               The Facility

Subject to the terms of this Agreement, the Issuing Banks make available to the Borrowers a multicurrency letter of credit facility in an aggregate amount equal to the Total Commitments provided that the aggregate Base Currency Amount of all outstanding L/Gs issued by the Issuing Banks on behalf of (or at the request of) the Company may not exceed EUR 25,000,000 at any time.

2.2                               Increase

(a)                                 The Company may by giving at least three Business Days’ prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of:

(i)                                     the Available Commitments of a Defaulting Lender in accordance with paragraph (d) of Clause 9.6 (Right of replacement or repayment and cancellation in relation to a single Lender); or

(ii)                                  the Commitments of a Lender in accordance with:

(A)                               Clause 9.1 (Illegality); or

(B)                               paragraph (a) of Clause 9.6 (Right of replacement or repayment and cancellation in relation to a single Lender),

request that the Commitments be increased (and the 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.

(b)                                 Subject to Clause 2.3 (Allocation of Additional Commitments) below, the Company may by giving at least three Business Days’ prior notice to the Agent request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency of at least EUR 5,000,000 provided that:

(i)                                     the total Base Currency Amount of all such increases of Commitments made pursuant to this paragraph (b) must not exceed EUR 70,000,000 and the Total Commitments after any such increase must not exceed EUR 220,000,000;

(ii)                                  the respective increase must become effective during the Increase Period; and

(iii)                               during the term of this Agreement the Company may not increase the Commitments more than four times pursuant to this paragraph (b).

(c)                                  The implementation of any increase pursuant to paragraph (a) or (b) above

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shall be subject to the following provisions and the implementation of any increase pursuant to paragraph (b) above shall in addition be subject to Clause 2.3 (Allocation of Additional Commitments):

(i)                                     subject to Clause 2.3 (Allocation of Additional Commitments), 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 member of the Group) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(ii)                                  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;

(iii)                               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;

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

(v)                                 any increase in the 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 paragraph (d) below are satisfied.

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

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

(ii)                                  in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Agent shall promptly notify the Company and the Increase Lender upon being so satisfied.

(e)                                  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.

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

(g)                                  The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company and the Increase Lender setting out that fee provided that in respect of any increase made pursuant to paragraph (b) of this Clause 2.2 the following shall apply:

(i)                                     no Increase Lender shall be given preferential treatment in respect of the amount of fees paid to it in respect of such increase so that a higher fee may only be paid if an Increase Lender is participating with a higher amount in the respective increase and Increase Lenders’ participating with equal amounts must be paid an equal amount of fees; and

(ii)                                  the Company must offer to pay the participation fee in the Additional Commitment Request and any Additional Commitment Request served within the first six Months after the date of this Agreement will offer at least the same level of participation fee as applicable on the signing date of this Agreement.

(h)                                 Clause 23.4 (Limitation of responsibility of Existing Lender) 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                               Allocation of Additional Commitments

(a)                                 Subject to paragraph (b) of Clause 2.2 (Increase) above the Company may, at any time during the Increase Period, request the increase of the Total Commitments by a total amount of EUR 70,000,000 (the amount requested being the “Requested Additional Commitment Amount” and the increased part of the Total Commitments being the “Additional Commitments”) by delivery to the Agent of a duly completed Additional Commitment Request setting out the total Additional Commitments and any fee the Company is offering to pay in respect thereto and asking each Lender whether it is willing to participate in the Additional Commitments on a pro rata basis (based on the proportion borne by its Commitments to the Total Commitments at the time of the request) (the “Pro Rata Portion”). The Agent shall notify each Lender without undue delay after receipt of an Additional Commitment Request of the terms of that Additional Commitment Request by forwarding a copy of that

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Additional Commitment Request to each Lender. The Agent shall also notify each Lender of its potential Pro Rata Portion.

(b)                                 Within 15 Business Days of receipt of a copy of such Additional Commitment Request from the Agent (the “First Response Period”), each Lender shall notify the Agent and the Company whether it is prepared to participate in the Additional Commitments in its Pro Rata Portion. Any Lender which has not responded to the Agent within such period shall be deemed to have declined to participate in such Additional Commitment.

(c)                                  If the aggregate of the amounts (the “Committed Amount”) notified by the Lenders prepared to participate in the Additional Commitment (each a “Participating Lender”) to the Agent in accordance with, and within the period set out in, paragraph (b) above is equal to the Requested Additional Commitment Amount, the Agent shall allocate the participations in the Additional Commitments to each Participating Lender based on the Pro Rata Portion of each Lender. If the Committed Amount is less than the Requested Additional Commitment Amount due to not all Lenders being Participating Lenders or a Participating Lender only willing to commit less than its Pro Rata Portion the Agent shall allocate the Additional Commitments to each Participating Lender based on the amounts notified by them (provided that no allocation shall be made in excess of a Pro Rata Portion of a Participating Lender) and shall then proceed as set out in paragraph (d) below. The Agent shall notify each Participating Lender and the Company of the allocation within five Business Days after the expiry of the First Response Period. Each Participating Lender shall confirm in writing within five Business Days after that notice being given by the Agent its willingness to assume the respective Additional Commitments by executing a respective Increase Confirmation as further specified in paragraph (c) of Clause 2.2 (Increase).

(d)                                 If the Agent determines that the Committed Amount is less than the Requested Additional Commitment Amount, it shall notify the Company and each Participating Lender without undue delay thereof and of the balance of the Requested Additional Commitment Amount and the Committed Amount (the “Additional Commitment Shortfall”).

(e)                                  Each Participating Lender may then within five Business Days of such notification notify the Agent and the Company whether or not it is willing to increase its participation in the Additional Commitments (and if so by which amount). Any Participating Lender which has not responded to the Agent within such period shall be deemed to have declined to further increase its participation in the Additional Commitments. If the Agent then determines that the further increase in the Additional Commitments offered by the relevant Participating Lenders is equal to or less than the Additional Commitment Shortfall, it shall allocate further participations in the Requested Additional Commitments to each Participating Lender on the basis of the additional amounts offered by the respective Participating Lender. If the Agent determines that the aggregate amount of the further increase in the Additional Commitments offered by the relevant Participating Lenders is higher than the Additional Commitment Shortfall, it shall allocate the further participations pro rata based on the total amount of all Additional Commitments offered by

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Participating Lenders pursuant to this paragraph (e) and the share of each Participating Lender in such total amount. Sentences 3 and 4 of paragraph (c) above shall then apply mutatis mutandis.

(f)                                   If the Agent then determines that the aggregate amount of the Participating Lenders’ Committed Amount is less than the Requested Additional Commitment Amount, it shall notify the Company without undue delay of such occurrence and of the final Additional Commitment Shortfall. The Company may then within 20 Business Days of such notice select any other bank, financial institution, trusts, funds or other entities (each of which shall not be a member of the Group) to participate in the respective Additional Commitments provided that the aggregate amount of such participations shall not exceed the amount of the final Additional Commitment Shortfall and further provided that such potential lender confirms in writing within such 20 Business Days its willingness to assume the respective Additional Commitments as further specified in paragraph (c) of Clause 2.2 (Increase) by executing the respective Increase Confirmation.

(g)                                  No Lender shall be obliged to participate in any Additional Commitment or increase its participation in the Additional Commitment it was prepared to assume unless it has otherwise agreed in accordance with paragraphs (c), (d) or (e) (as the case may be) above.

2.4                               Finance Parties’ rights and obligations

(a)                                 The obligations of each Finance Party under the Finance Documents are several and do not constitute a joint obligation (Ausschluss der gesamtschuldnerischen Haftung). 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 do not constitute a joint creditorship (Ausschluss der Gesamtgläubigerschaft) and any debt arising under the Finance Documents to a Finance Party from an Obligor shall, except as otherwise set out in this Agreement or any other Finance Document, be a separate and independent debt (Ausschluss der gesamtschuldnerischen Haftung).

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

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3.                                      PURPOSE

3.1                               Purpose

Each Borrower shall use any L/G to collateralise obligations of, or claims against, any Borrower in each case arising in connection with the operational business requirements of any Borrower in relation to the issuance of:

(a)                                 tender guarantees (Bietungsavale);

(b)                                 advance payment guarantees (Anzahlungsavale);

(c)                                  performance guarantees (Vertragserfüllungsavale);

(d)                                 rental guarantees (Mietavale);

(e)                                  customs guarantees (Zollavale);

(f)                                   warranty guarantees (Gewährleistungsavale); or

(g)                                  payment guarantees for suppliers (Lieferantenavale).

In respect of any L/G issued by Zurich Insurance plc under this Agreement, the L/G may also be issued in the form of a counter-guarantee for letters of credit issued by other financial institutions on a bilateral basis for any of the purposes described above provided that the aggregate Base Currency Amount of any such L/Gs must not exceed EUR 10,000,000 at any time during the term of this Agreement.

3.2                               Monitoring

No Finance Party is bound to monitor or verify the use of an L/G granted pursuant to this Agreement.

4.                                      CONDITIONS OF UTILISATION

4.1                               Initial conditions precedent

No Borrower may deliver a Utilisation Request to the Agent or an Issuing Bank unless the Agent has received all of the documents and other evidence listed in Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

4.2                               Further conditions precedent

An Issuing Bank will only be obliged to comply with Clause 5.3 (Issue of L/Gs) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)                                 no Default is continuing or would result from the issue of the L/G;

(b)                                 the Repeated Representations made by each Obligor are true in all material respects; and

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(c)                                  no Change of Control has occurred.

4.3                               Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to an L/G if:

(a)                                 it is USD, GBP or CHF; or

(b)                                 SEK, SGD, CNY, INR or SAR; or

(c)                                  any other currency agreed with the relevant Issuing Bank as at or prior to receipt by it or as the case may be, the Agent of the relevant Utilisation Request for that L/G;

provided that in the case of paragraphs (b) and (c) above, the aggregate Base Currency Amount of all L/Gs denominated in any such currencies shall not exceed EUR 20,000,000 at any time. Each Issuing Bank will only be obliged to issue an L/G in an Optional Currency if this Optional Currency (other than in the case of paragraphs (a) and (b) above) is approved between the relevant Issuing Bank and the relevant Borrower.

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SECTION 3

UTILISATION

5.                                      UTILISATION

5.1                               General

(a)                                 Each Borrower may, subject to the provisions of this Clause 5 (Utilisation) and Clause 7 (L/Gs) utilise the Facility by delivering to the relevant Issuing Bank a duly completed Utilisation Request by entering the required data into COGS in accordance with the COGS Conditions.

(b)                                 If COGS is not available the relevant Borrower may deliver the respective duly completed Utilisation Request to the Agent not later than the Specified Time provided that any Utilisation Request not received via COGS must be pre-advised to the Agent by telephone by the relevant Borrower.

(c)                                  As soon as reasonably practicable following the date of this Agreement and all Existing L/Gs having been rolled as L/Gs into this Agreement, the Company shall endeavour to request Utilisations on a pro rata basis to ensure that the Commitment of each Lender is utilised pro-rata to its participation in the Total Commitments.

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 relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);

(ii)                                  it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);

(iii)                               it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;

(iv)                              it identifies the amount and currency of the requested L/G;

(v)                                 the L/G is denominated in the Base Currency or an Optional Currency;

(vi)                              the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;

(vii)                           a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;

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(viii)                        the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;

(ix)                              it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and

(x)                                 the delivery instructions for the L/G are specified.

(b)                                 The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.

(c)                                  Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.

(d)                                 Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bank.

(e)                                  The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).

(f)                                   A Utilisation Request may only be revoked by the relevant Borrower:

(i)                                     before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or

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(ii)                                  thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.

5.3                               Issue of L/Gs

(a)                                 The Agent must promptly notify the relevant Issuing Bank of the details of the requested L/G (including its Base Currency Amount if the requested L/G is denominated in an Optional Currency).

(b)                                 An L/G can be issued by one Issuing Bank or jointly by two or more Issuing Banks provided that there shall be no joint liability (Gesamtschuldnerschaft) between the relevant Issuing Banks and each Issuing Bank shall only be liable for payment of a certain portion of the Face Amount of the relevant L/G which portion must be set out in the L/G and comply with the requirements set out in paragraph (c) of Clause 5.4 (Extension of L/Gs) below.

(c)                                  A proposed Issuing Bank is not obliged to issue (and shall not issue) any L/G if it notifies the relevant Borrower that it will not be able to issue the L/G on the basis of any of the following grounds:

(i)                                     a Lender’s share in the outstanding L/Gs (including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash Cover has been provided) would exceed its Commitment;

(ii)                                  the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding L/Gs constituting standby, commercial or trade letters of credit (including, for the avoidance of doubt and without limitation, any L/Gs of that type in respect of which Cash Cover has been provided) would exceed EUR 50,000,000 (or its equivalent in any other currency or currencies);

(iii)                               the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding L/Gs (including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash Cover has been provided) would exceed the Total Commitments;

(iv)                              the requirements of Clause 5.2 (Completion of a Utilisation Request) are not satisfied; or

(v)                                 the L/G Approved Criteria are not satisfied and the relevant Issuing Bank is not willing to dispense with these requirements.

For the avoidance of doubt, any letter of credit or similar instrument issued by an Issuing Bank in excess of the amounts described above will be issued on a bilateral basis and not be subject to (nor benefit from) the provisions of this Agreement.

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(d)                                 Subject to the terms of this Agreement being met:

(i)                                     the relevant Issuing Bank must issue the L/G on the Utilisation Date; or

(ii)                                  with respect to an Existing L/G, on and from the respective Utilisation Date that Existing L/G will be treated as an L/G issued under this Agreement.

(e)                                  The Issuing Bank shall use COGS, if COGS is available, also for any amendment, reduction or cancellation of any L/G issued under COGS.

(f)                                   For the avoidance of doubt, each relevant Issuing Bank is itself responsible for checking whether any currency requested has been approved by it and whether all other requirements for a Utilisation are satisfied and the Agent will take no responsibility for this.

5.4                               Extension of L/Gs

(a)                                 A Borrower may by giving a Utilisation Request request that an L/G issued on its behalf which would otherwise expire is extended by delivery to the Agent of a notice specifying the new proposed Maturity Date in accordance with the terms of that L/G and, in any event, by no later than four Business Days before the Maturity Date of that L/G.

(b)                                 The Agent must promptly notify the relevant Issuing Bank of the details of the requested extension of the L/G and the amount of its share of that L/G.

(c)                                  An Issuing Bank shall only be obliged to comply with such a Utilisation Request if on the date of the Utilisation Request and on the proposed extension date no Event of Default is continuing or would result from such extension and no Change of Control has occurred.

(d)                                 An Issuing Bank is not obliged to (and shall not) extend any L/G if as a result of such extension:

(i)                                     a Lender’s share in the outstanding L/Gs (including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash Cover has been provided) would exceed its Commitment;

(ii)                                  the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding standby, commercial or trade letters of credit (including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash Cover has been provided) would exceed EUR 50,000,000 (or its equivalent in any other currency or currencies); or

(iii)                               the Base Currency Amount (calculated as at the date of the Utilisation Request) of all outstanding L/Gs (including, for the avoidance of doubt and without limitation, any L/G in respect of which Cash Cover has been provided) would exceed the Total Commitments.

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(e)                                  The terms of each extended L/G will remain the same as before the extension, except that:

(i)                                     its amount may be reduced; and

(ii)                                  its Maturity Date will be the date specified in the Utilisation Request.

(f)                                   Subject to the terms of this Agreement being met, the relevant Issuing Bank must extend the L/G in the manner requested.

5.5                               Reversal and reduction of L/Gs

(a)                                 An Issuing Bank shall (if COGS is available) enter into COGS and otherwise give written notice to the Agent (in each case an “L/G Reduction Notice”) of any reduction pursuant to any event set out in paragraph (b) of this Clause 5.5 of the maximum amount payable under any L/G issued by it promptly upon the occurrence of such reduction.

(b)                                 For the purposes of paragraph (a) above, a reduction of the maximum amount payable under any L/G occurs if an Issuing Bank is satisfied that:

(i)                                     in relation to an L/G issued by that Issuing Bank which under its terms expires without any doubt if no demand for payment has been received by that Issuing Bank on or before a specified expiry date, no demand in respect of that L/G has been received by that Issuing Bank on or before such date; or

(ii)                                  in relation to an L/G issued by that Issuing Bank whose terms do not provide for an expiry without any doubt on a specific expiry date if no demand for payment has been received by that Issuing Bank on or before that date (or, in the case of a release of an L/G, on or before the expiry date specified therein):

(A)                               the original of the L/G (including all amendments (if any)) has been returned to that Issuing Bank by the beneficiary or the relevant Borrower; or

(B)                               the L/G has been released in writing by the beneficiary; or

(iii)                               in relation to an L/G whose terms provide for a reduction of its Face Amount, the conditions of such reduction under the terms of the L/G are without any doubt satisfied; or

(iv)                              the beneficiary has unconditionally certified to the Issuing Bank the reduction of the Face Amount of the L/G in writing; or

(v)                                 after having effected (full or partial) payment pursuant to a demand to the extent it has been reimbursed by the relevant Borrower or on its behalf in the amount required by the terms of this Agreement; or

(vi)                              for the avoidance of doubt, is otherwise satisfied that it has no further liability under the relevant L/G.

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5.6                               Handling of Utilisation Requests, issuance of L/Gs

(a)                                 Each Utilisation Request in respect of an L/G with respect to which the terms of sub-paragraphs (a)(ii) and (a)(vii) of Clause 5.2 (Completion of a Utilisation Request) and paragraph (c) of Clause 5.4 (Extension of L/Gs) are complied with:

(i)                                     will, if received under COGS, be automatically forwarded to the relevant Issuing Bank, and

(ii)                                  shall, if received by the Agent otherwise than over COGS, be forwarded by the Agent without undue delay to the Issuing Bank

for issuance of the requested L/G. If the terms of sub-paragraphs (a)(ii) and (a)(vii) of Clause 5.2 (Completion of a Utilisation Request) and paragraph (c) of Clause 5.4 (Extension of L/Gs) applicable to the issuance of such L/G are not fulfilled the relevant Utilisation Request will not be processed and the Agent shall promptly inform the relevant Borrower accordingly.

(b)                                 Promptly following receipt of the relevant notification under COGS that a Utilisation Request where it is named as the Issuing Bank has been sent to it or, as the case may be, the Utilisation Request forwarded to it by the Agent pursuant to paragraph (a)(ii), the Issuing Bank shall determine whether, in respect of such Utilisation Request and the requested L/G, the L/G Approved Criteria and all other requirements set out in this Clause 5 other than those in sub-paragraphs (a)(ii) and (a)(vii) of Clause 5.2 (Completion of a Utilisation Request) and paragraph (c) of Clause 5.4 (Extension of L/Gs)  (the “L/G Requirements”) are fulfilled.

(c)                                  Following determination in accordance with paragraph (b), the Issuing Bank shall confirm through COGS (or, if COGS is not available, inform the Agent accordingly) whether:

(i)                                     the L/G Requirements are fulfilled (and, if the L/G is denominated in an Optional Currency, COGS will automatically (and if COGS is not available, the Agent shall) calculate the Base Currency Amount with respect thereto); or

(ii)                                  it will not be able to issue the requested L/G at all because all or some of the L/G Requirements are not fulfilled and, if so, which one(s).

(d)                                 In the event of notification by the Issuing Bank that it will not issue the requested L/G the Agent shall, if such information is not generated by COGS, inform the relevant Borrower and the Borrower shall:

(i)                                     agree with the Issuing Bank such amendment of the requested L/G as is necessary and possible to enable the Issuing Bank to issue the relevant L/G; and

(ii)                                  if no agreement can be reached between the Issuing Bank and the Borrower (in particular if the L/G Requirements are not complied

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with):

(A)                               the Issuing Bank shall not issue the requested L/G; and

(B)                               the Borrower shall promptly withdraw the relevant Utilisation Request.

(e)                                  The Issuing Bank shall promptly enter into COGS (or, if COGS is not available, inform the Agent of) all changes in respect of a requested L/G agreed with the relevant Borrower pursuant to paragraph (d) above.

5.7                               Reports, Correction of bookings

(a)                                 The Agent will generate under COGS (unless COGS is not available) on each day reports (the “COGS Reports”) stating inter alia with respect to the previous day:

(i)                                     the Base Currency Amount of all outstanding L/Gs as determined for such day; and

(ii)                                  the aggregate Base Currency Amount of all outstanding L/Gs issued on behalf of the Company;

(iii)                               the aggregate Base Currency Amount of all outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and

(iv)                              all relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount, the date of issuance or prolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation thereof) of such L/G) with respect to any L/G outstanding.

(b)                                 The Borrowers, the Agent, the Lenders and the Issuing Banks may download copies of the COGS Reports for their internal use over COGS (or, if COGS is not available, upon request from the Agent). In the event that the Company, the Agent and/or any Issuing Bank does not agree with any matter contained in the COGS Reports it shall, by no later than 5.00 p.m. on the third Business Day following the date of generation of the relevant COGS Report, notify the Agent accordingly; provided, however, that the failure to notify the Agent by such third Business Day will not result in the waiver of any right to dispute any matter contained in such COGS Report.

(c)                                  If the Agent receives a notice pursuant to paragraph (b) that a COGS Report does not properly reflect any booking as it would have to be made pursuant to this Agreement, it shall promptly inform all other Parties who would be affected by any change in the relevant booking and thereafter the relevant Parties shall seek mutual agreement on the relevant corrections and any entries in COGS shall be made or, as the case may be, corrected by the Agent accordingly. In the case that any such correction has an impact on the amount of any fees payable or paid under this Agreement, any such difference shall be taken into account by the Agent in the next notification to the Company and

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payment to the Lenders pursuant to Clause 11.1 (Commitment fee) or Clause 11.2 (L/G fee).

6.                                      REBASING

6.1                               Determination of the Base Currency Amount

On the last Business Day of each calendar quarter (a “Calendar Quarter Date”) on which at least one L/G is outstanding under this Agreement which is denominated in an Optional Currency, COGS will automatically and, if COGS is not available, the Agent shall determine the Base Currency Amount of each L/G outstanding by notionally converting the amount of that L/G into the Base Currency on the basis of the relevant exchange rate displayed in COGS in accordance with the COGS Conditions or (if COGS is not available) the Agent’s Spot Rate of Exchange on the date of calculation.

6.2                               Company’s obligation to prepay

(a)                                 If with respect to a Calendar Quarter Date (each a “Rebasing Day”) the aggregate Base Currency Amount of the outstanding L/Gs of an Issuing Bank exceeds its Commitment applicable on that Rebasing Day (the exceeding amount being the “Excess Amount”), the Company must, if requested by the Agent in writing to do so, within 10 Business Days following such request ensure that a sufficient amount of the outstanding L/Gs are prepaid by the Borrowers (including, for the avoidance of doubt, by providing Cash Cover), in each case to prevent the Base Currency Amount of the L/Gs outstanding exceeding the Commitment of the relevant Issuing Bank following any adjustment to a Base Currency Amount under Clause 6.1 (Determination of the Base Currency Amount).

(b)                                 If in respect of any Rebasing Day subsequent to a Rebasing Day in respect of which Cash Cover had been provided pursuant to paragraph (a) the Excess Amount has been reduced, the whole or relevant part of the Cash Cover shall be released within five Business Days of the relevant Rebasing Day provided that no Default has occurred which is continuing.

6.3                               Notification

The Agent must notify the Company and the Issuing Banks of any relevant Base Currency Amount (and the relevant exchange rate displayed in COGS in accordance with the COGS Conditions or (if COGS is not available) the applicable Agent’s Spot Rate of Exchange) promptly after it is ascertained.

7.                                      L/GS